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ORD 87-26 CONSOLIDATING LID 10 & 11CITY OF WINSLOW, WASHINGTON ORDINANCE NO. 87-26 AN ORDINANCE of the City of Winslow, Washington, relating to local improvement districts; establishing Consolidated Local Improvement District No. 10/11 and Consolidated Local Improvement Fund, District No. 10/11; fixing the amount, form, date, interest rates, maturity and denominations of the Consolidated Local Improvement District No. 10/11 Bonds; providing for the sale and delivery thereof to Hatper, McLean & Company, in Seattle, Washington; and fixing the interest rate on local improvement district assess- merit instal hnents. WHEREAS, the City Council of the City heretofore has created Local Improvement Districts Nos. 10 and 11 for various purposes; and WHEREAS, RCW 35.45.160 authorizes the establishment of consolidated local improvement districts for the purpose of issuing bonds only and provides that if the governing body of any municipality orders the creation of such consolidated local improvement district, the money received from the instalhnent payment of the principal of and interest on assessments levied within the original local improvement districts shall be depos- ited in a consolidated local improvement district bond redemp- tion fund to be used to redeem outstanding consolidated local improvement district bonds; NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF WINSLOW, WASHINGTON, DO ORDAIN as follows: Section 1. ~stablishment of Consolidated Local Improv__ement District No. 10/11. For the purpose of issuing bonds only, the 30-day period for making cash payment of assessments without interest in each of the following local improvement districts having expired in the case of the assessments for each local improvement district, those local improvement districts of the City of Winslow, Washington (the "City"), established by the following ordinances, respectively, are consolidated into a consolidated local improvement district to be known and desig- nated as Consolidated Local Improvement District No. 10/11: Local Improvement District No. Created by Ordinance No. 10 87-02 11 87-08 Section 2. Bond Fund. Tilere is created and established in the office of the City Clerk-Treasurer for Consolidated Local Improvement District No. 10/11 a special consolidated Local improvemel~t district fund to be known and designated as Consoli- dated Local Improvement Fund, District No. 10/11 (the "Bond Fund"). All money presently on hand representing collections pertaining to instalhnents of assessments and interest thereon i~ each of the local improvement districts listed in Section 1 shall be transferred to and deposited in the Bond Fund, and all collections pertaining to assessments on the assessme~t rolls of those local improvement districts when hereafter received shall be deposited in the Bond Fund to redeem outstanding Consolidated Local Improveme~t District No. 10/11 bonds. Section 3. Authorization and Description of Bonds. The 30-day interest-free prepayment period having expired in Local IInprovement Districts Nos. 10 and 11, Consolidated Local Improvement District No. 10/11 bonds (the "Bonds") shall be issued in the total principal amount of $82,562.50 being tile total amount on the assessment rolls of Local Improvement Districts Nos. 10 and 11 remaining uncollected. The Bonds shall be dated November 15, 1987, shall mature on November 1, 1999, and shall be numbered from 1 to 17, inclusive, in the manner and with any additional designation as the Bond Registrar (col- lectively, the fiscal agencies of the State of Washington located in Seattle, Washington, and New York, New York) deems necessary for tile purpose of identification. Bond No. 1 shall - 2 - be in the denomination of $2,562.50 and Bonds Nos. 2 to 17, inclusive, shall be in the denomination of $5,000.00 each. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. The Bonds shall bear interest at the rates payable on November 1, 1988, and annually thereafter in the years and amounts as follows: Bond Principal Interest Numbers AmourIts Rates 1 - 2 $7,562.50 6.50% 3 5,000.00 7.00 4 - 5 10,000.00 7.25 6 - 7 10,000.00 7.50 8 - 9 10,000.00 7.75 10 5,000.00 8.00 11 - 12 10,000.00 8.20 13 - 14 10,000.00 8.40 15 5,000.00 8.50 16 - 17 10,000.00 8.60 SecLion 4. B~.g~r~tion and Transfer of Bonds. The Bonds shall be [ssued 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 may be transferred only if endorsed in the manner provided thereon and surrendered to the Bond Registrar. The new certificate shall bear the same Bond number as the transferred Bond but may have a different inventory reference number or control number. Any transfer shall be without cost to the owner or transferee. The Bond Registrar shall not be obligated to transfer any Bond during the fifteen days preceding any prin- cipal payment or redemption date. Section 5. Payment of Bonds. Both principal of and interest on the Bonds shall be payable solely out of the Bond Fund and from the Local Improvement Guaranty Fund of the City and shall be payable in lawful money of the United States of - 3 - 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 oil the Bond 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. Sections6. Oph_i~_O_qa~l Redemption of Bonds. 'rhe City reserves the right and option to redeem the Bonds prior to their stated maturity date on any interest payment date, in numerical order, lowest numbers first, at par plus accrued interest, whenever there shall be sufficient money in the Bond Fund to pay the Bonds so called and all earlier numbered Bonds over and above the amount required for the payment of tile interes~ on all unpaid Bonds, except that the City may not redeem Bonds pursuant to the process of a refunding prior to November 1, 1990. The City shall cause notice of any intended redemption of Bonds to be given not less than ten nor more than thirty 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. The interest on the Bonds so called for redemption shall cease on the date fixed for redemp- tion unless such Bond or Bonds so called are not redeemed upon presentation made pursuant to such call. All Bonds redeemed under this section shall be cancelled. Section 7. ForIn and Execution of Bonds. The Bonds shall be printed, lithographed or typed on good bond paper in a form - 4 - consistent with the provisions of this ordinance. The Bonds shall be signed by the Mayor and the City Clerk-Treasurer, either or both of whose signatures shall be manual or in facsimile, and the seal of tile City or a facsimile reproduc- tion thereof shall be impressed or printed thereon. Only Bonds bearing a Certificate of Authentication in the form set forth below, manually executed by the Bond Registrar, shall be valid or obligatory for any purpose or entitled to the benefits of this ordinance. The authorized signing of a Certi- ficate of Authentication shall be conclusive evidence that the Bonds so authenticated have been duly executed, authenticated and delivered and are entitled to the benefits of this ordinance. CERTIFICATE OF AUTHENTICATION This bond is one of the City of Winslow, Washington, Consolidated Local [inpr'ovement District No. lO/ll Bonds described in the Bond Ordinance. WASHINGTON STATE FISCAL AGENCY Bond Registrar By Authorized Officer I~ 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 deliv- ered, 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 8. Bond Register. 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 authen- ticate and deliver Bonds transferred in accordance with the provisions of the Bo~ds 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 Ordinance No. 83-10 establishing a system of registration for the City's bonds and obligations. The Bond Registrar shall be responsible for its represen- tations contained in the Registrar's Certificate of Authen- tication 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 9. Bqpd~ ~egotiabl~. The Bonds shall be negoti- able instruments to the extent provided by RCW 62A.8-102 and 62A.8-105. ~ec~_io~j~. ~res~v~ation of Tax Exemption for Interest on Bonds. The City covenants that it will take all actions neces- sary 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 tile Bonds at any time during the term of the Bonds which will 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 - 6 - Revenue Service to the effect that it is a bond issuer whose arbitrage certifications may not be relied upon. Section 11. Small Governmental Issuer Arbitrage Rebate E~em~ptio~ and Desiqn~tio~l of Bonds as "Qualified Tax-Exempt 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 tile 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 obligatio~s (other than private activity bouds) 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 cal- endar 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 there- fore 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. - 7 - Section 12. Advance Refunding of Bonds. Up to and includ- ing November 1, 1989, the Bonds may be redeemed only from special assessment payments. In the event that on or after November 1, 1990, morley and/or "government obligations" (as defined in Chapter 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 pay and retire the Bonds in accordance with their terms, are set aside in or for the account of the Bond Fund for the Bonds to effect such payment and retirement, and such money and the principal of and interest on such government obligations are set aside in a special fund and pledged irrevocably for such purpose, then no further payments need to be made into the Bond Fund for the payment of the principal of and interest on the Bonds, and the Bonds shall cease to be entitled to any lien, claim, benefit or security of this ordinance or of the Local Improvement Guaranty Fund except the right to receive the money so set aside and pledged, and thereafter the Bonds shall be deemed not to be outstanding hereunder. S_ecti~q!~' 1~3_. ~ploroval of BonJ___PJ~rchase Contract. Barper, McLean & Company of Seattle, Washington, has presented a pur- chase contract 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 Roberrs & - 8 - Shefelman, municipal bond counsel of Seattle, Washington, regarding the Bonds printed on each Bond. Bond counsel shall not be required to review and shall express no opinion concern- ing the completeness or accuracy of any official statemerit, 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 14. Temporary Bond. Pending the printing, execu- tion and delivery to the purchaser of definitive Bonds, the City may cause to be executed and delivered to the purchaser a single Lempora~y Bond ~n the tohal principal amount of the Bonds. 'Fhe temporary Bond shall bear the same dale of issuance, interest rates, prir~cipal payment dates and herms and covenants as the definitive Bonds, shall be issued as a fully registered Bond in the name of the purchaser, and otherwise shall be in a form acceptable ~o the purchaser. The temporary Bond shall be exchanged for definitive Bonds as soon as they are printed, executed and available for delivery. Section 15. Interest Rate on Installments and Delin~ueU_~ ~yments qf S~e~.a[ Asse~_Sine~hs. The interest rates on the installments and delinquent payments of the special assessments in Local Improvement Districts Nos. t0 and 11 are revised and fixed at the rate of 9.10% per annum. - 9 - Section 16. 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 public meeting there- of, this 5th day of November, 1987. ATTEST: ~a z 'B ' FORM APPROVED: City Aktorney "A~ice B. Taw~ - 10 - I, DONNA JEAN BUXTON, City Clerk-Treasurer of the City of Winslow, Washington, certify that the attached copy of Ordinance No. 87-26, is a true and correct copy of the original resolution adopted on the 19th day of November, 1987, as tj~at resolution appears on the Minute Book of the City. DATED this 19th day of November, 1987. City Clerk-q~reasurer