Ordinance No. 2025-20 Bond Ordinance City of Bainbridge Island LTGO Bonds 2025 (Approved 062425) CITY OF BAINBRIDGE ISLAND, WASHINGTON
ORDINANCE NO. 2025-20
AN ORDINANCE of the City of Bainbridge Island, Washington,
providing for the issuance of not to exceed $13,000,000 aggregate principal
amount of limited tax general obligation bonds to finance certain capital projects
of the City's water system, sewer system and other capital projects of the City;
fixing or setting parameters with respect to certain terms and covenants of the
bonds; appointing the City's designated representative to approve the final terms
of the sale of the bonds; and providing for other related matters.
This document prepared by:
Foster Garvey P.C.
1111 Third Avenue, Suite 3000
Seattle, Washington 98101
(206) 447-4400
FG: 103710583.2
TABLE OF CONTENTS*
Page
Section1. Definitions............................................................................................................... 1
Section 2. Findings and Determinations.................................................................................. 6
Section 3. Authorization of Bonds........................................................................................... 7
Section 4. Description of the Bonds; Appointment of Designated Representative................. 7
Section 5. Bond Registrar; Registration and Transfer of Bonds.............................................. 7
Section 6. Form and Execution of Bonds................................................................................ 8
Section7. Payment of Bonds................................................................................................... 9
Section8. Bond Fund............................................................................................................... 9
Section 9. Redemption Provisions and Purchase of Bonds..................................................... 9
Section 10. Failure To Pay Bonds............................................................................................ 10
Section11. Pledge of Taxes..................................................................................................... 11
Section 12. Pledge of Sewer System Revenue; Flow of Funds............................................... 11
Section 13. Pledge of Water System Revenue; Flow of Funds............................................... 11
Section 14. Tax Covenants; Designation of Bonds as "Qualified Tax Exempt
Obligations.".............................................................................................. . ....... 12
Section 15. Refunding or Defeasance of the Bonds ................................................................ 12
Section 16. Sale and Delivery of the Bonds ............................................................................ 13
Section 17. Official Statement; Continuing Disclosure........................................................... 14
Section 18. Supplemental and Amendatory Ordinances.......................................................... 14
Section 19. General Authorization and Ratification................................................................ 15
Section20. Severability........................................................................................................... 15
Section 21. Effective Date of Ordinance ................................................................................. 15
Exhibit A Parameters for Final Terms
Exhibit B Form of Undertaking to Provide Continuing Disclosure
*The cover page, table of contents and section headings of this ordinance are for convenience of reference only, and
shall not be used to resolve any question of interpretation of this ordinance.
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FG: 103710583.2
CITY OF BAINBRIDGE ISLAND, WASHINGTON
ORDINANCE NO. 2025-20
AN ORDINANCE of the City of Bainbridge Island, Washington,
providing for the issuance of not to exceed $13,000,000 aggregate principal
amount of limited tax general obligation bonds to finance certain capital projects
of the City's water system, sewer system and other capital projects of the City;
fixing or setting parameters with respect to certain terms and covenants of the
bonds; appointing the City's designated representative to approve the final terms
of the sale of the bonds; and providing for other related matters.
THE CITY COUNCIL OF THE CITY OF BAINBRIDGE ISLAND, WASHINGTON,
DO ORDAIN AS FOLLOWS:
Section 1. Definitions. As used in this ordinance,the following capitalized terms shall
have the following meanings:
(a) "2021 Bond" means the City's Limited Tax General Obligation Refunding Bond,
2021, issued pursuant to Ordinance No. 2021-19.
(b) "Authorized Denomination" means $5,000 or any integral multiple thereof within
a maturity of a Series for those Series of Bonds sold through a negotiated or competitive sale, and
in any denomination designated by the Designated Representative for those Bonds sold by private
placement.
(c) "Beneficial Owner" means, with respect to a Bond, the owner of any beneficial
interest in that Bond.
(d) "Bond" means each bond issued pursuant to and for the purposes provided in this
ordinance.
(e) "Bond Counsel" means the firm of Foster Garvey P.C., its successor, or any other
attorney or firm of attorneys selected by the City with a nationally recognized standing as bond
counsel in the field of municipal finance.
(f) "Bond Fund" means the Limited Tax General Obligation Bond Fund, 2025, of the
City created for the payment of the principal of and interest on the Bonds.
(g) "Bond Purchase Agreement" means an offer to purchase a Series of the Bonds,
setting forth certain terms and conditions of the issuance, sale and delivery of those Bonds,which
offer is authorized to be accepted by the Designated Representative on behalf of the City, if
consistent with this ordinance. In the case of a competitive sale, the official notice of sale, the
Purchaser's bid and the award by the City shall constitute the Bond Purchase Contract for purposes
of this ordinance.
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FG: 103710583.2
(h) "Bond Register" means the books or records maintained by the Bond Registrar for
the purpose of identifying ownership of each Bond.
(i) "Bond Registrar"means the Fiscal Agent, or any successor bond registrar selected
by the City for any Series of Bonds sold by negotiated or competitive sale, and means the City's
Finance Director or any successor bond registrar selected for any Series of Bonds sold by private
placement.
0) "City" means the City of Bainbridge Island, Washington, a municipal corporation
duly organized and existing under the laws of the State.
(k) "City Council" means the legislative authority of the City, as duly and regularly
constituted from time to time.
(1) "Code" means the United States Internal Revenue Code of 1986, as amended, and
applicable rules and regulations promulgated thereunder.
(m) "DTC" means The Depository Trust Company, New York, New York, or its
nominee.
(n) "Designated Representative"means the officers of the City appointed in Section 4
of this ordinance to serve as the City's designated representative in accordance with RCW
39.46.040(2).
(o) "Final Terms"means the terms and conditions for the sale of a Series of the Bonds
including the amount, date or dates, denominations, interest rate or rates (or mechanism for
determining interest rate or rates), payment dates, final maturity, redemption rights, price, and
other terms or covenants.
(p) "Fiscal Agent" means the fiscal agent of the State, as the same may be designated
by the State from time to time.
(q) "Government Obligations" has the meaning given in RCW 39.53.010, as now in
effect or as may hereafter be amended.
(r) "Issue Date"means,with respect to a Bond,the date of initial issuance and delivery
of that Bond to the Purchaser in exchange for the purchase price of that Bond.
(s) "Letter of Representations" means the Blanket Issuer Letter of Representations
between the City and DTC, dated December 10, 1998, as it may be amended from time to time,
and any successor or substitute letter relating to the operational procedures of the Securities
Depository.
(t) "MSRB"means the Municipal Securities Rulemaking Board.
(u) "Maintenance and Operation Expense of the Sewer System" means all reasonable
expenses incurred by the City in causing the Sewer System to be operated and maintained in good
repair, working order and condition, including without limitation: payments(other than payments
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FG: 103710583.2
out of proceeds of bonds issued on a parity of lien with the Bonds and the 2021 Bond) into
reasonable reserves in any revenue account of the Sewer System for items of operating or
maintenance expense the payment of which is not immediately required; payments of premiums
for insurance on the Sewer System; payments of any State-imposed taxes; payments made to any
other municipal corporation for sewage collection,treatment and disposal services in the event the
City enters into one or more contracts for such services; and payments with respect to any other
expenses of the Sewer System that are properly treated as maintenance and operation expenses
under generally accepted accounting principles applicable to municipal corporations such as the
City. The term does not include any depreciation or capital additions or capital replacements to
the Sewer System or any taxes levied or imposed by the City or payments made in lieu of taxes to
the City.
(v) "Maintenance and Operation Expense of the Water System" means all reasonable
expenses incurred by the City in causing the Water System to be operated and maintained in good
repair,working order and condition, including without limitation: payments (other than payments
out of proceeds of bonds issued on a parity of lien with the Bonds) into reasonable reserves in any
revenue account of the Water System for items of operating or maintenance expense the payment
of which is not immediately required; payments of premiums for insurance on the Water System;
payments of any State-imposed taxes;payments made to any other municipal corporation for water
services in the event the City enters into one or more contracts for such services; and payments
with respect to any other expenses of the Water System that are properly treated as maintenance
and operation expenses under generally accepted accounting principles applicable to municipal
corporations such as the City. The term does not include any depreciation or capital additions or
capital replacements to the Water System or any taxes levied or imposed by the City or payments
made in lieu of taxes to the City.
(w) "Net Sewer System Revenue"means Sewer System Revenues less Maintenance and
Operation Expense of the Sewer System.
(x) "Net Water System Revenue"means Water System Revenues less Maintenance and
Operation Expense of the Water System.
(y) "Official Statement" means an offering document, disclosure document, private
placement memorandum or substantially similar disclosure document provided to purchasers and
potential purchasers in connection with the initial offering of a Series of the Bonds in conformance
with Rule 15c2-12 or other applicable regulations of the SEC.
(z) "Owner" means, without distinction, the Registered Owner and the Beneficial
Owner.
(aa) "Projects" means a new water tank for the Water System, upgrades to the City's
Sewer System, and other capital purposes, as deemed necessary and advisable by the City.
Incidental costs incurred in connection with carrying out and accomplishing the Projects,
consistent with RCW 39.46.070, may be included as costs of the Projects.
(bb) "Project Fund" means each fund or account designated or created by the Finance
Director for the purpose of carrying out the Projects.
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FG: 103710583.2
(cc) "Purchaser" means Piper Sandler & Co., or such other corporation, firm,
association, partnership, trust, bank, financial institution or other legal entity or group of entities
selected by the Designated Representative to serve as purchaser in a private placement,underwriter
or placement agent in a negotiated sale or awarded as the successful bidder in a competitive sale
of any Series of the Bonds.
(dd) "Rating Agency" means any nationally recognized rating agency then maintaining
a rating on the Bonds at the request of the City.
(ee) "Record Date"means the Bond Registrar's close of business on the 15th day of the
month preceding an interest payment date. With respect to redemption of a Bond prior to its
maturity,the Record Date shall mean the Bond Registrar's close of business on the date on which
the Bond Registrar sends the notice of redemption in accordance with Section 9.
(ff) "Registered Owner"means,with respect to a Bond,the person in whose name that
Bond is registered on the Bond Register. For so long as the City utilizes the book-entry only
system for the Bonds under the Letter of Representations, Registered Owner shall mean the
Securities Depository.
(gg) "Rule I5c2-12"means Rule 15c2-12 promulgated by the SEC under the Securities
Exchange Act of 1934, as amended.
(hh) "SEC" means the United States Securities and Exchange Commission.
(ii) "Securities Depository" means DTC, any successor thereto, any substitute
securities depository selected by the City that is qualified under applicable laws and regulations to
provide the services proposed to be provided by it, or the nominee of any of the foregoing.
0j) "Series of the Bonds" or "Series" means a series of the Bonds issued pursuant to
this ordinance.
(kk) "Sewer Fund" means the special fund previously established for revenues and
expenditures allocable to the Sewer System.
(11) "Sewer System" means the City's sewer utility.
(mm) "Sewer System Obligation" means any obligation, whether issued previously or in
the future,that is payable solely from and secured by a pledge of the Sewer System Revenues, and
which has a lien and charge that is prior and superior to any other lien and charge on Net Sewer
System Revenues and Sewer ULID Assessments, if any. Sewer System Obligations are not
general obligations of the City and do not include any portion of any obligation secured by a
general obligation pledge or from Water System Revenues.
(nn) "Sewer System Revenues"means the gross revenue of the Sewer System,including:
all of the earnings and revenues received by the City from the maintenance and operation of the
Sewer System; all earnings from the investment of money in a debt service fund established for
the payment of any outstanding Sewer System Obligations; and all connection and capital
improvement charges collected for the purpose of defraying the costs of capital facilities of the
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FG: 103710583.2
Sewer System. The following are excluded from Sewer System Revenues: Sewer ULID
Assessments;government grants(including any direct subsidy payments received or to be received
with respect to bonds issued as tax credit bonds);proceeds from the sale of Sewer System property;
amounts collected in respect of city or state taxes imposed on the Sewer System;principal proceeds
of bonds or other obligations and earnings or proceeds from any investments in a trust, defeasance
or escrow fund created to defease or refund Sewer System obligations (until commingled with
other earnings and revenues of the Sewer System) or held in a special account for the purpose of
paying a rebate to the United States Government under the Code; and earnings of a separate utility
system that may be created by the City (if any).
(oo) "Sewer ULID Assessments" means, for the purposes of this ordinance, all
assessments levied and collected in a ULID of the City created for the acquisition or construction
of additions to and betterments and extensions of the Sewer System if (and only if) those
assessments are pledged to be paid into a debt service fund established for the payment of Sewer
System Obligations, not including any prepaid assessments paid into a construction fund or
account. Sewer ULID Assessments shall include installments thereof and any interest or penalties
thereon.
(pp) "Subordinate Obligation" means any borrowing, whether issued previously or in
the future, that is payable from and has a lien and charge on the (i)Net Sewer System Revenue
and Sewer ULID Assessments (if any) that is subordinate to the lien and charge with respect to
any Sewer System Obligations, or (ii)Net Water System Revenue and Water ULID Assessments
(if any) that is subordinate to the lien and charge with respect to any Water System Obligations,
but superior to any public works trust fund loans.
(qq) "State" means the State of Washington.
(rr) "System of Registration" means the system of registration for the City's bonds and
other obligations set forth in Ordinance No. 83-10 of the City.
(ss) "Term Bond" means each Bond designated as a Term Bond and subject to
mandatory redemption in the years and amounts set forth in the Bond Purchase Agreement.
(tt) "Undertaking"means the undertaking to provide continuing disclosure entered into
pursuant to Section 17 of this ordinance.
(uu) "Water Fund" means the special fund previously established for revenues and
expenditures allocable to the Water System.
(vv) "Water System" means the City's water utility.
(ww) "Water System Obligation" means any obligation, whether issued previously or in
the future,that is payable solely from and secured by a pledge of the Water System Revenues, and
which has a lien and charge that is prior and superior to any other lien and charge on Net Water
System Revenues and Water ULID Assessments,if any. Water System Obligations are not general
obligations of the City and do not include any portion of any obligation secured by a general
obligation pledge or from Sewer System Revenues.
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FG: 103710583.2
(xx) "Water System Revenues"means the gross revenue of the Water System, including:
all of the earnings and revenues received by the City from the maintenance and operation of the
Water System; all earnings from the investment of money in a debt service fund established for
the payment of any outstanding Water System Obligations; and all connection and capital
improvement charges collected for the purpose of defraying the costs of capital facilities of the
Water System. The following are excluded from Water System Revenues: Water ULID
Assessments;government grants(including any direct subsidy payments received or to be received
with respect to bonds issued as tax credit bonds);proceeds from the sale of Water System property;
amounts collected in respect of city or state taxes imposed on the Water System;principal proceeds
of bonds or other obligations and earnings or proceeds from any investments in a trust, defeasance
or escrow fund created to defease or refund Water System obligations (until commingled with
other earnings and revenues of the Water System) or held in a special account for the purpose of
paying a rebate to the United States Government under the Code; and earnings of a separate utility
system that may be created by the City (if any).
(yy) "Water ULID Assessments" means, for the purposes of this ordinance, all
assessments levied and collected in a ULID of the City created for the acquisition or construction
of additions to and betterments and extensions of the Water System if (and only if) those
assessments are pledged to be paid into a debt service fund established for the payment of Water
System Obligations, not including any prepaid assessments paid into a construction fund or
account. Water ULID Assessments shall include installments thereof and any interest or penalties
thereon.
Section 2. Findings and Determinations. The City takes note of the following facts
and makes the following findings and determinations:
(a) Authority and Description of Projects. The City's Water System is in need of
a new water tank;the City's Sewer System is in need of upgrades; and other capital projects of the
City and the City's Water System and Sewer System. The City Council therefore finds that it is
in the best interests of the City to carry out the Projects.
(b) Plan of Financing. Pursuant to applicable law, including without limitation
chapters 35.37, 39.36, 39.44, 39.46 and 39.52 RCW, the City is authorized to issue general
obligation bonds for the purpose of financing or reimbursing costs of the Projects. The total
expected cost of the Projects is approximately $44,132,000, which is expected to be made up of
proceeds of the Bonds, loans and other available money of the City.
(c) Debt Capacity. The maximum amount of indebtedness authorized by this
ordinance is $13,000,000. Based on the following facts, this amount is to be issued within the
amount permitted to be issued by the City for general municipal purposes without a vote:
(1) The assessed valuation of the taxable property within the City as ascertained
by the last preceding assessment for City purposes for collection in the
calendar year 2025 is $13,605,348,220.
(2) As of June 30, 2025, the City had limited tax general obligation
indebtedness, consisting of bonds and loans outstanding in the principal
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amount of$8,817,297, which is incurred within the limit of up to 1%z% of
the value of the taxable property within the City permitted for general
municipal purposes without a vote.
(3) As of June 30, 2025, the City had no unlimited tax general obligation
indebtedness.
(d) The Bonds. For the purpose of providing the funds necessary to carry out the
Projects and to pay the costs of issuance and sale of the Bonds, the City Council finds that it is in
the best interests of the City and its taxpayers to issue and sell the Bonds to the Purchaser,pursuant
to the terms set forth in the Bond Purchase Agreement as approved by the City's Designated
Representative consistent with this ordinance.
Section 3. Authorization of Bonds. The City is authorized to borrow money on the
credit of the City and issue negotiable limited tax general obligation bonds evidencing
indebtedness in one or more Series in the aggregate principal amount not to exceed $13,000,000
to provide funds necessary to carry out the Projects and to pay the costs of issuance and sale of the
Bonds.
Section 4. Description of the Bonds;Appointment of Designated Representative. The
City Manager, Deputy City Manager and Finance Director are each appointed as a Designated
Representative of the City and any is authorized and directed to conduct the sale of the Bonds in
the manner and upon the terms deemed most advantageous to the City, and to approve the Final
Terms of each Series of the Bonds, with such additional terms and covenants as the Designated
Representative deems advisable,within the parameters set forth in Exhibit A,which is attached to
this ordinance and incorporated by this reference.
Section 5. Bond Registrar, Registration and Transfer of Bonds.
(a) Registration of Bonds. Each Bond shall be issued only in registered form as to both
principal and interest and the ownership of each Bond shall be recorded on the Bond Register.
(b) Bond Registrar;Duties. The Fiscal Agent is appointed as initial Bond Registrar for
any Series of Bonds sold by negotiated or competitive sale. The City's Finance Director will be
appointed as the initial Bond Registrar for any Series of Bonds sold by private placement. The
Bond Registrar shall keep, or cause to be kept, 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 the System of Registration. The Bond Registrar shall be responsible for its representations
contained in the Bond Registrar's Certificate of Authentication on each Bond. The Bond Registrar
may become an Owner 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 Owners.
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FG: 103710583.2
(c) Bond Register; Transfer and Exchange. The Bond Register shall contain the name
and mailing address of each Registered Owner and the principal amount and number of each Bond
held by each Registered Owner. A Bond surrendered to the Bond Registrar may be exchanged for
a Bond or Bonds in any Authorized Denomination of an equal aggregate principal amount and of
the same Series, interest rate and maturity. A Bond 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
any Bond or transfer registered ownership during the period between the applicable Record Date
and the next upcoming interest payment or redemption date.
(d) Securities Depository; Book-Entry Only Form. If a Bond is to be issued in book-
entry form, DTC shall be appointed as initial Securities Depository and each such Bond initially
shall be registered in the name of Cede & Co., as the nominee of DTC. Each Bond registered in
the name of the Securities Depository shall be held fully immobilized in book-entry only form by
the Securities Depository in accordance with the provisions of the Letter of Representations.
Registered ownership of any Bond registered in the name of the Securities Depository may not be
transferred except: (i)to any successor Securities Depository; (ii)to any substitute Securities
Depository appointed by the City; or(iii)to any person if the Bond is no longer to be held in book-
entry only form. Upon the resignation of the Securities Depository, or upon a termination of the
services of the Securities Depository by the City, the City may appoint a substitute Securities
Depository. If (i)the Securities Depository resigns and the City does not appoint a substitute
Securities Depository, or (ii) the City terminates the services of the Securities Depository, the
Bonds no longer shall be held in book-entry only form and the registered ownership of each Bond
may be transferred to any person as provided in this ordinance.
Neither the City nor the Bond Registrar shall have any obligation to participants of any
Securities Depository or the persons for whom they act as nominees regarding accuracy of any
records maintained by the Securities Depository or its participants. Neither the City nor the Bond
Registrar shall be responsible for any notice that is permitted or required to be given to a Registered
Owner except such notice as is required to be given by the Bond Registrar to the Securities
Depository.
Section 6. Form and Execution of Bonds.
(a) Form of Bonds; Signatures and Seal. Each Bond shall be prepared in a form
consistent with the provisions of this ordinance and State law. Each Bond shall be signed by the
Mayor and the City Clerk, either or both of whose signatures may be manual or in facsimile, and
the seal of the City or a facsimile reproduction thereof shall be impressed or printed thereon. If
any officer whose manual or facsimile signature appears on a Bond ceases to be an officer of the
City authorized to sign bonds before the Bond bearing such officer's manual or facsimile signature
is authenticated by the Bond Registrar, or issued or delivered by the City, that Bond nevertheless
may be authenticated, issued and delivered 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 such
officer did not hold the required office on its Issue Date.
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FG: 103710583.2
(b) Authentication. Only a Bond bearing a Certificate of Authentication in
substantially the following form, manually signed by the Bond Registrar, shall be valid or
obligatory for any purpose or entitled to the benefits of this ordinance: "Certificate of
Authentication. This Bond is one of the fully registered City of Bainbridge Island, Washington,
Limited Tax General Obligation Bond, 2025, described in the Bond Ordinance." The authorized
signing of a 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 7. Payment of Bonds. Principal of and interest on each Bond shall be payable
in lawful money of the United States of America. Principal of and interest on each Bond registered
in the name of the Securities Depository is payable in the manner set forth in the Letter of
Representations. Interest on each Bond not registered in the name of the Securities Depository is
payable by electronic transfer on the interest payment date, or by check or draft of the Bond
Registrar mailed on the interest payment date to the Registered Owner at the address appearing on
the Bond Register on the Record Date. However, the City is not required to make electronic
transfers except pursuant to a request by a Registered Owner in writing received on or prior to the
Record Date and at the sole expense of the Registered Owner. Principal of each Bond not
registered in the name of the Securities Depository is payable upon presentation and surrender of
the Bond by the Registered Owner to the Bond Registrar. The Bonds are not subject to acceleration
under any circumstances.
Section 8. Bond Fund. The Bond Fund is created as a special fund of the City for the
sole purpose of paying principal of and interest on the Bonds. All amounts allocated to the
payment of the principal of and interest on the Bonds shall be deposited in the Bond Fund as
necessary for the timely payment of amounts due with respect to the Bonds. The principal of and
interest on the Bonds shall be paid out of the Bond Fund. Until needed for that purpose, the City
may invest money in the Bond Fund temporarily in any legal investment, and the investment
earnings shall be retained in the Bond Fund and used for the purposes of that fund.
Section 9. Redemption Provisions and Purchase of Bonds.
(a) Optional Redemption. The Bonds shall be subject to redemption or prepayment at
the option of the City on terms acceptable to the Designated Representative, as set forth in the
Bond Purchase Agreement, consistent with the parameters set forth in Exhibit A.
(b) Mandatory Redemption. Each Bond that is designated as a Term Bond in the Bond
Purchase Agreement, consistent with the parameters set forth in Exhibit A and except as set forth
below,shall be called for redemption at a price equal to the stated principal amount to be redeemed,
plus accrued interest,on the dates and in the amounts as set forth in the Bond Purchase Agreement.
If a Term Bond is redeemed under the optional redemption provisions, defeased or purchased by
the City and surrendered for cancellation, the principal amount of the Term Bond so redeemed,
defeased or purchased (irrespective of its actual redemption or purchase price) shall be credited
against one or more scheduled mandatory redemption installments for that Term Bond. The City
shall determine the manner in which the credit is to be allocated and shall notify the Bond Registrar
in writing of its allocation prior to the earliest mandatory redemption date for that Term Bond for
which notice of redemption has not already been given.
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FG: 103710583.2
(c) Selection of Bonds for Redemption; Partial Redemption. If fewer than all of the
outstanding Bonds are to be redeemed at the option of the City,the City shall select the Series and
maturities to be redeemed. If fewer than all of the outstanding Bonds of a maturity of a Series are
to be redeemed, the Securities Depository shall select Bonds registered in the name of the
Securities Depository to be redeemed in accordance with the Letter of Representations, and the
Bond Registrar shall select all other Bonds to be redeemed randomly in such manner as the Bond
Registrar shall determine. All or a portion of the principal amount of any Bond that is to be
redeemed may be redeemed in any Authorized Denomination. If less than all of the outstanding
principal amount of any Bond is redeemed, upon surrender of that Bond to the Bond Registrar,
there shall be issued to the Registered Owner,without charge, a new Bond(or Bonds, at the option
of the Registered' Owner) of the same Series, maturity and interest rate in any Authorized
Denomination in the aggregate principal amount to remain outstanding.
(d) Notice of Redemption. Notice of redemption of each Bond registered in the name
of the Securities Depository shall be given in accordance with the Letter of Representations.
Notice of redemption of each other Bond, unless waived by the Registered Owner, shall be given
by the Bond Registrar not less than 20 nor more than 60 days prior to the date fixed for redemption
by first-class mail,postage prepaid,to the Registered Owner at the address appearing on the Bond
Register on the Record Date. The requirements of the preceding sentence shall be satisfied when
notice has been mailed as so provided, whether or not it is actually received by an Owner. In
addition,the redemption notice shall be mailed or sent electronically within the same period to the
MSRB (if required under the Undertaking),to each Rating Agency, and to such other persons and
with such additional information as the Finance Director shall determine, but these additional
mailings shall not be a condition precedent to the redemption of any Bond.
(e) Rescission of Optional Redemption Notice. In the case of an optional redemption,
the notice of redemption may state that the City retains the right to rescind the redemption notice
and the redemption by giving a notice of rescission to the affected Registered Owners at any time
prior to the date fixed for redemption. Any notice of optional redemption that is so rescinded shall
be of no effect, and each Bond for which a notice of optional redemption has been rescinded shall
remain outstanding.
(f) Effect of Redemption. Interest on each Bond called for redemption shall cease to
accrue on the date fixed for redemption,unless either the notice of optional redemption is rescinded
as set forth above, or money sufficient to effect such redemption is not on deposit in the Bond
Fund or in a trust account established to refund or defease the Bond.
(g) Purchase of Bonds. The City reserves the right to purchase any or all of the Bonds
offered to the City at any time at any price acceptable to the City plus accrued interest to the date
of purchase.
Section 10. Failure To Pay Bonds. If the principal of any Bond is not paid when the
Bond is properly presented at its maturity or date fixed for redemption,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
date fixed for redemption 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 Fund, or in a trust account
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FG: 103710583.2
established to refund or defease the Bond, and the Bond has been called for payment by giving
notice of that call to the Registered Owner.
Section 11. Pledge of Taxes. The Bonds constitute a general indebtedness of the City
and are payable from tax revenues of the City and such other money as is lawfully available and
pledged by the City for the payment of principal of and interest on the Bonds. For as long as any
of the Bonds are outstanding,the City irrevocably pledges that it shall, in the manner provided by
law within the constitutional and statutory limitations provided by law without the assent of the
voters, include in its annual property tax levy amounts sufficient, together with other money that
is lawfully available, to pay principal of and interest on the Bonds as the same become due. The
full faith, credit and resources of the City are pledged irrevocably for the prompt payment of the
principal of and interest on the Bonds and such pledge shall be enforceable in mandamus against
the City.
Section 12. Pledge of Sewer System Revenue,•Flow of Funds. For as long as any of the
Bonds are outstanding,the City further pledges to use available Net Sewer System Revenues after
satisfaction of any covenant or pledge with respect to any Sewer System Obligation,to repay debt
service on the Bonds used to finance the portion of the Projects for the Sewer System. The Bonds
shall constitute Subordinate Obligations and nothing herein shall prevent the City from issuing
Sewer System Obligations with a lien prior and superior to or on a parity with the lien with regard
to the Bonds and the 2021 Bond. Sewer System Revenues shall be available to pay, in the
following order: (a) Maintenance and Operation Expenses of the Sewer System; (b)the principal
of and interest on all outstanding Sewer System Obligations, if any, for which payment has not
otherwise been provided and all amounts that the City is obligated to set aside into a bond fund
(including any debt service fund and any reserve fund) securing payment of such Sewer System
Obligations, and all other payment obligations related thereto; (c)payment of the principal of and
interest on (in the following order): (i) Subordinate Obligations of the Sewer System (including
the portion of the Bonds used to finance the Projects for the Sewer System, and the 2021 Bond),
and(ii) all amounts that the City is obligated to set aside in the debt service fund and into a reserve
fund (if any) established for payment of such bonds; and (d) for the payment of any and all other
expenses of the Sewer System that the City is obligated to pay from Net Sewer System Revenues,
including without limitation any public works trust fund loans.
Section 13. Pledge of Water System Revenue:Flow of Funds. For as long as any of the
Bonds are outstanding,the City further pledges to use available Net Water System Revenues after
satisfaction of any covenant or pledge with respect to any Water System Obligation,to repay debt
service on the Bonds used to finance the portion of the Projects for the Water System. The Bonds
shall constitute Subordinate Obligations and nothing herein shall prevent the City from issuing
Water System Obligations with a lien prior and superior to or on a parity with the lien with regard
to the Bonds. Water System Revenues shall be available to pay, in the following order:
(a) Maintenance and Operation Expenses of the Water System; (b)the principal of and interest on
all outstanding Water System Obligations, if any, for which payment has not otherwise been
provided and all amounts that the City is obligated to set aside into a bond fund (including any
debt service fund and any reserve fund) securing payment of such Water System Obligations, and
all other payment obligations related thereto; (c)payment of the principal of and interest on(in the
following order): (i) Subordinate Obligations of the Water System (including the portion of the
Bonds used to finance the Projects for the Water System), and (ii) all amounts that the City is
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FG: 103710583.2
obligated to set aside in the debt service fund and into a reserve fund (if any) established for
payment of such bonds; and(d)for the payment of any and all other expenses of the Water System
that the City is obligated to pay from Net Water System Revenues, including without limitation
any public works trust fund loans.
Section 14. Tax Covenants,• Designation of Bonds as "Qualified Tax Exempt
Obligations."
(a) Preservation of Tax Exemption for Interest on 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 that will cause
interest on the Bonds to be included in gross income for federal income tax purposes. The City
also covenants that it will, to the extent the arbitrage rebate requirements of Section 148 of the
Code are applicable to the Bonds, take all actions necessary to comply (or to be treated as having
complied)with those requirements in connection with the Bonds.
(b) Post-Issuance Compliance. The Finance Director is authorized and directed to
review and update the City's written procedures to facilitate compliance by the City with the
covenants in this ordinance and the applicable requirements of the Code that must be satisfied after
the Issue Date to prevent interest on the Bonds from being included in gross income for federal
tax purposes.
(c) Designation of Bonds as "Qualified Tax-Exempt Obligations." A Series of the
Bonds may be designated as "qualified tax-exempt obligations" for the purposes of
Section 265(b)(3) of the Code, if the following conditions are met:
(1) the Series does not constitute "private activity bonds" within the meaning
of Section 141 of the Code;
(2) the reasonably anticipated amount of tax-exempt obligations (other than
private activity bonds and other obligations not required to be included in
such calculation) that the City and any entity subordinate to the City
(including any entity that the City controls,that derives its authority to issue
tax-exempt obligations from the City, or that issues tax-exempt obligations
on behalf of the City)will issue during the calendar year in which the Series
is issued will not exceed $10,000,000; and
(3) the amount of tax-exempt obligations, including the Series, 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 Series
is issued does not exceed $10,000,000.
Section 15. Refimdiniz or ❑efeasance of the Bonds. The City may issue refunding
bonds pursuant to State law or use money available from any other lawful source to carry out a
refunding or defeasance plan,which may include (a)paying when due the principal of and interest
on any or all of the Bonds (the "defeased Bonds"); (b) redeeming the defeased Bonds prior to their
maturity; and(c)paying the costs of the refunding or defeasance. If the City sets aside in a special
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FG: 103710583.2
trust fund or escrow account irrevocably pledged to that redemption or defeasance (the "trust
account"),money and/or Government Obligations maturing at a time or times and bearing interest
in amounts sufficient to redeem, refund or defease the defeased Bonds in accordance with their
terms, 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. Thereafter, the Owners of defeased Bonds shall have the right to receive
payment of the principal of and interest on the defeased Bonds solely from the trust account and
the defeased Bonds shall be deemed no longer outstanding. In that event, the City may apply
money remaining in any fund or account(other than the trust account)established for the payment
or redemption of the defeased Bonds to any lawful purpose.
Unless otherwise specified by the City in a refunding or defeasance plan, notice of
refunding or defeasance shall be given, and selection of Bonds for any partial refunding or
defeasance shall be conducted, in the manner prescribed in this ordinance for the redemption of
Bonds.
Section 16. Sale and Delivery of the Bonds.
(a) Manner of Sale of Bonds; Delivery of Bonds. The Designated Representative is
authorized to sell each Series of the Bonds by negotiated sale or private placement or by
competitive sale in accordance with a notice of sale consistent with this ordinance, based on the
assessment of the Designated Representative of market conditions, in consultation with
appropriate City officials and staff, Bond Counsel and other advisors. In determining the method
of sale of a Series and accepting the Final Terms, the Designated Representative shall take into
account those factors that, in the judgment of the Designated Representative, may be expected to
result in the lowest true interest cost to the City.
(b) Procedure for Negotiated Sale or Private Placement. If the Designated
Representative determines that a Series of the Bonds is to be sold by negotiated sale or private
placement, the Designated Representative shall select one or more Purchasers with which to
negotiate such sale. The Bond Purchase Agreement for each Series of the Bonds shall set forth
the Final Terms. The Designated Representative is authorized to execute the Bond Purchase
Agreement on behalf of the City, so long as the terms provided therein are consistent with the
terms of this ordinance.
(c) Procedure for Competitive Sale. If the Designated Representative determines that
a Series of the Bonds is to be sold by competitive sale, the Designated Representative shall cause
the preparation of an official notice of bond sale setting forth parameters for the Final Terms and
any other bid parameters that the Designated Representative deems appropriate consistent with
this ordinance. Bids for the purchase of each Series of the Bonds shall be received at such time or
place and by such means as the Designated Representative directs. On the date and time
established for the receipt of bids, the Designated Representative (or the designee of the
Designated Representative) shall open bids and shall cause the bids to be mathematically verified.
The Designated Representative is authorized to award, on behalf of the City, the winning bid and
accept the winning bidder's offer to purchase that Series of the Bonds, with such adjustments to
the aggregate principal amount and principal amount per maturity as the Designated
Representative deems appropriate, consistent with the terms of this ordinance, and such award
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FG: 103710583.2
shall constitute the Bond Purchase Agreement. The Designated Representative may reject any or
all bids submitted and may waive any formality or irregularity in any bid or in the bidding process
if the Designated Representative deems it to be in the City's best interest to do so. If all bids are
rejected, that Series of the Bonds may be sold pursuant to negotiated sale or in any manner
provided by law as the Designated Representative determines is in the best interest of the City,
within the parameters set forth in this ordinance.
(d) Preparation, Execution and Delivery of the Bonds. The Bonds will be prepared at
City expense and will be delivered to the Purchaser in accordance with the Bond Purchase
Agreement,together with the approving legal opinion of Bond Counsel regarding the Bonds.
Section 17. Official Statement,• Continuing Disclosure.
(a) Preliminary Official Statement Deemed Final. The Designated Representative
shall review and,if acceptable to such Designated Representative,approve the preliminary Official
Statement prepared in connection with each sale of a Series of the Bonds to the public. For the
sole purpose of the Purchaser's compliance with paragraph (b)(1) of Rule 15c2-12, if applicable,
the Designated Representative is authorized to deem that preliminary Official Statement final as
of its date, except for the omission of information permitted to be omitted by Rule 15c2-12. The
City approves the distribution to potential purchasers of the Bonds of a preliminary Official
Statement that has been approved by the Designated Representative and been deemed final, if
applicable, in accordance with this subsection.
(b) Approval of Final Official Statement. The City approves the preparation of a final
Official Statement for each Series of the Bonds to be sold to the public in the form of the
preliminary Official Statement that has been approved and deemed final in accordance with
subsection (a), with such modifications and amendments as the Designated Representative deems
necessary or desirable,and further authorizes the Designated Representative to execute and deliver
such final Official Statement to the Purchaser if required under Rule 15c2-12. The City authorizes
and approves the distribution by the Purchaser of the final Official Statement so executed and
delivered to purchasers and potential purchasers of a Series of the Bonds.
(c) Undertaking to Provide Continuing Disclosure. If necessary to meet the
requirements of paragraph (b)(5) of Rule 15c2-12, as applicable to the Purchaser acting as a
participating underwriter for a Series of the Bonds,the Designated Representative is authorized to
execute a written undertaking to provide continuing disclosure for the benefit of holders of a Series
of the Bonds in substantially the form attached as Exhibit B.
Section 18. Supplemental and Amendatory Ordinances. The City may supplement or
amend this ordinance for any one or more of the following purposes without the consent of any
Owners of the Bonds:
(a) To add covenants and agreements that do not materially adversely affect the
interests of Owners, or to surrender any right or power reserved to or conferred upon the City.
(b) To cure any ambiguities, or to cure, correct or supplement any defective provision
contained in this ordinance in a manner that does not materially adversely affect the interest of the
Beneficial Owners of the Bonds.
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FG: 103710583.2
Section 19. General Authorization and Ratification. The Designated Representative
and other appropriate officers of the City are severally authorized to take such actions and to
execute such documents as in their judgment may be necessary or desirable to carry out the
transactions contemplated in connection with this ordinance, and to do everything necessary for
the prompt delivery of each Series of the Bonds to the Purchaser thereof and for the proper
application, use and investment of the proceeds of the Bonds. All actions taken prior to the
effective date of this ordinance in furtherance of the purposes described in this ordinance and not
inconsistent with the terms of this ordinance are ratified and confirmed in all respects.
Section 20. Severability. The provisions of this ordinance are declared to be separate
and severable. If a court of competent jurisdiction, all appeals having been exhausted or all appeal
periods having run, finds any provision of this ordinance to be invalid or unenforceable as to any
person or circumstance, such offending provision shall, if feasible, be deemed to be modified to
be within the limits of enforceability or validity. However, if the offending provision cannot be
so modified, it shall be null and void with respect to the particular person or circumstance, and all
other provisions of this ordinance in all other respects, and the offending provision with respect to
all other persons and all other circumstances, shall remain valid and enforceable.
Section 21. Effective Date of Ordinance. This ordinance shall take effect and be in
force from and after its passage and five days following its publication as required by law.
PASSED by the City Council of the City of Bainbridge Island, Washington, at an open
public meeting thereof,this 24th day of June, 2025, and signed in authentication of its passage this
24t" day of June, 2025.
Ashley Mathews, Mayor
ATTEST:
^ f
Christine Brown, d erk
APPROVED AS TO FORM:
Bond Coun el
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FG: 103710583.2
Exhibit A
EXHIBIT A
DESCRIPTION OF THE BONDS
(a) Principal Amount. The Bonds may be issued in one or more Series and shall
not exceed the aggregate principal amount of
$13,000,000.
(b) Date or Dates. Each Bond shall be dated its Issue Date, which date may
not be later than one year after the effective date of this
ordinance.
(c) Denominations,Name, etc. The Bonds shall be issued in Authorized Denominations
and shall be numbered separately in the manner and shall
bear any name and additional designation as deemed
necessary or appropriate by the Designated
Representative.
(d) Interest Rate(s). Each Bond shall bear interest at a fixed rate per annum
(computed on the basis of a 360-day year of twelve 30-
day months) from the Issue Date or from the most recent
date for which interest has been paid or duly provided for,
whichever is later. One or more rates of interest may be
fixed for the Bonds. No rate of interest for any Bond may
exceed 6.00%, and the true interest cost to the City for
each Series of the Bonds may not exceed 5.75%.
(e) Payment Dates. Interest shall be payable semiannually on dates
acceptable to the Designated Representative,
commencing no later than one year following the Issue
Date. Principal payments shall commence on a date
acceptable to the Designated Representative and shall be
payable at maturity or in mandatory redemption
installments on dates acceptable to the Designated
Representative.
(f) Final Maturity. Each Series shall mature no later than December 31,
2050.
(g) Redemption Rights. The Designated Representative may approve in the Bond
Purchase Agreement provisions for the optional and
mandatory redemption of Bonds,subject to the following:
(1) Optional Redem-ption. Any Bond may be
designated as being(A) subject to redemption at the
option of the City prior to its maturity date on the
dates and at the prices set forth in the Bond Purchase
Agreement; or (B)not subject to redemption prior
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FG: 103710583.2
to its maturity date. If a Bond is subject to optional
redemption prior to its maturity, it must be subject
to such redemption on one or more dates occurring
not more than 10'/z years after the Issue Date.
(2) Mandatory Redemption. Any Bond may be
designated as a Term Bond, subject to mandatory
redemption prior to its maturity on the dates and in
the amounts set forth in the Bond Purchase
Agreement.
(h) Price. The purchase price for each Series of the Bonds may not
be less than 98% or more than 140% of the stated
principal amount of that Series.
(i) Other Terms and Conditions. (1) A Series of the Bonds may not be issued if it would
cause the indebtedness of the City to exceed the
City's legal debt capacity on the Issue Date.
(2) The Designated Representative may determine
whether it is in the City's best interest to provide for
bond insurance or other credit enhancement; and
may accept such additional terms, conditions and
covenants as the Designated Representative may
determine are in the best interests of the City,
consistent with this ordinance.
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FG: 103710583.2
Exhibit B
Form of
UNDERTAKING TO PROVIDE CONTINUING DISCLOSURE
City of Bainbridge Island,Washington
Limited Tax General Obligation Bonds,2025
The City of Bainbridge Island, Washington (the "City"), makes the following written
Undertaking for the benefit of holders of the above-referenced bonds (the "Bonds"), for the sole
purpose of assisting the Purchaser in meeting the requirements of paragraph (b)(5) of Rule 15c2-
12, as applicable to a participating underwriter for the Bonds. Capitalized terms used but not
defined below shall have the meanings given in Ordinance No. 2025-20 of the City (the "Bond
Ordinance").
(a) Undertaking to Provide Annual Financial Information and Notice of Listed Events.
The City undertakes to provide or cause to be provided, either directly or through a designated
agent, to the MSRB, in an electronic format as prescribed by the MSRB, accompanied by
identifying information as prescribed by the MSRB:
(i) Annual financial information and operating data of the type included in the final
official statement for the Bonds and described in paragraph(b)(i) ("annual financial
information");
(ii) Timely notice (not in excess of 10 business days after the occurrence of the event)
of the occurrence of any of the following events with respect to the Bonds:
(1)principal and interest payment delinquencies; (2) non-payment related defaults,
if material; (3) unscheduled draws on debt service reserves reflecting financial
difficulties; (4) unscheduled draws on credit enhancements reflecting financial
difficulties; (5) substitution of credit or liquidity providers, or their failure to
perform; (6) adverse tax opinions, the issuance by the Internal Revenue Service of
proposed or final determinations of taxability,Notice of Proposed Issue (IRS Form
5701 — TEB) or other material notices or determinations with respect to the tax
status of the Bonds, or other material events affecting the tax status of the Bonds;
(7)modifications to rights of holders of the Bonds,if material; (8) bond calls(other
than scheduled mandatory redemptions of Term Bonds), if material, and tender
offers; (9) defeasances; (10)release, substitution, or sale of property securing
repayment of the Bonds, if material; (11) rating changes; (12) bankruptcy,
insolvency, receivership or similar event of the City, as such "Bankruptcy Events"
are defined in Rule 15c2-12; (13)the consummation of a merger, consolidation, or
acquisition involving the City or the sale of all or substantially all of the assets of
the City other than in the ordinary course of business, the entry into a definitive
agreement to undertake such an action or the termination of a definitive agreement
relating to any such actions, other than pursuant to its terms, if material;
(14) appointment of a successor or additional trustee or the change of name of a
trustee, if material; (15) incurrence of a financial obligation of the City or obligated
person, if material, or agreement to covenants, events of default, remedies,priority
rights, or other similar terms of a financial obligation of the City or obligated
person, any of which affect security holders, if material; and (16) default, event of
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FG: 103710583.2
acceleration,termination event,modification of terms,or other similar events under
the terms of the financial obligation of the City or obligated person, any of which
reflect financial difficulties. The term "financial obligation" means a (i) debt
obligation; (ii) derivative instrument entered into in connection with, or pledged as
security or a source of payment for, an existing or planned debt obligation; or(iii)
guarantee of(i) or(ii). The term"financial obligation" shall not include municipal
securities as to which a final official statement has been provided to the MSRB
consistent with Rule 15c2-12.
(iii) Timely notice of a failure by the City to provide the required annual financial
information described in paragraph (b)(i) on or before the date specified in
paragraph (b)(ii).
(b) Type of Annual Financial Information Undertaken to be Provided. The annual
financial information that the City undertakes to provide in paragraph (a):
(i) Shall consist of (1) annual financial statements prepared (except as noted in the
financial statements) in accordance with applicable generally accepted accounting
principles applicable to local governmental units of the State such as the City, as
such principles may be changed from time to time; (2)principal amount of general
obligation bonds outstanding at the end of the applicable fiscal year; (3) assessed
valuation for that fiscal year; (4)property tax levy amounts and rates for that fiscal
year; and (5) a statement of revenues for that fiscal year from any other revenue
sources pledged to the Bonds, including the Water System Revenues and Sewer
System Revenues;
(ii) Shall be provided not later than the last day of the ninth month after the end of each
fiscal year of the City (currently, a fiscal year ending December 31), as such fiscal
year may be changed as required or permitted by State law, commencing with the
City's fiscal year ending December 31, 2025; and
(iii) May be provided in a single or multiple documents, and may be incorporated by
specific reference to documents available to the public on the Internet website of
the MSRB or filed with the SEC.
If not submitted as part of the annual financial information described in paragraph (b)(i)
above, the City will provide or cause to be provided to the MSRB audited financial statements,
when and if available.
(c) Amendment of Undertaking. This Undertaking is subject to amendment after the
primary offering of the Bonds without the consent of any holder of any Bond, or of any broker,
dealer, municipal securities dealer, participating underwriter, Rating Agency or the MSRB, under
the circumstances and in the manner permitted by Rule 15c2-12. The City will give notice to the
MSRB of the substance (or provide a copy) of any amendment to the Undertaking and a brief
statement of the reasons for the amendment. If the amendment changes the type of annual financial
information to be provided, the annual financial information containing the amended financial
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FG: 103710583.2
information will include a narrative explanation of the effect of that change on the type of
information to be provided.
(d) Beneficiaries. This Undertaking shall inure to the benefit of the City and the holder
of each Bond, and shall not inure to the benefit of or create any rights in any other person.
(e) Termination of Undertaking. The City's obligations under this Undertaking shall
terminate upon the legal defeasance of all of the Bonds. In addition, the City's obligations under
this Undertaking shall terminate if the provisions of Rule 15c2-12 that require the City to comply
with this Undertaking become legally inapplicable in respect of the Bonds for any reason, as
confirmed by an opinion of Bond Counsel delivered to the City,and the City provides timely notice
of such termination to the MSRB.
(f) Remo for Failure to Comply with Undertakin . As soon as practicable after the
City learns of any failure to comply with this Undertaking,the City will proceed with due diligence
to cause such noncompliance to be corrected. No failure by the City or other obligated person to
comply with this Undertaking shall constitute a default in respect of the Bonds. The sole remedy
of any holder of a Bond shall be to take action to compel the City or other obligated person to
comply with this Undertaking, including seeking an order of specific performance from an
appropriate court.
(g) Designation of Official Res onsible to Administer Undertakin . The Finance
Director or the Finance Director's designee is the person designated, in accordance with the Bond
Ordinance, to carry out the Undertaking in accordance with Rule 15c2-12, including, without
limitation,the following actions:
(i) Preparing and filing the annual financial information undertaken to be provided;
(ii) Determining whether any event specified in paragraph (a) has occurred, assessing
its materiality, where necessary, with respect to the Bonds, and preparing and
disseminating any required notice of its occurrence;
(iii) Determining whether any person other than the City is an"obligated person"within
the meaning of Rule 15c2-12 with respect to the Bonds, and obtaining from such
person an undertaking to provide any annual financial information and notice of
listed events for that person required under Rule 15c2-12;
(iv) Selecting,engaging and compensating designated agents and consultants,including
financial advisors and legal counsel, to assist and advise the City in carrying out
this Undertaking; and
(v) Effecting any necessary amendment of this Undertaking.
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FG: 103710583.2
CERTIFICATION
I, the undersigned, City Clerk of the City of Bainbridge Island, Washington (the "City"),
hereby certify as follows:
1. The attached copy of Ordinance No. 2025-20 (the "Ordinance") is a full, true and
correct copy of an ordinance duly passed at a regular meeting of the City Council of the City held
at the regular meeting place thereof on June 24, 2025, as that ordinance appears on the minute
book of the City.
2. The meeting was duly convened, held and included an opportunity for public
comment, in all respects in accordance with law.
3. The Ordinance will be in full force and effect five days after publication in the
City's official newspaper, which publication date is June 27, 2025.
4. A quorum of the members of the City Council was present throughout the meeting
and a majority of the members voted in the proper manner for the passage of the Ordinance.
Dated: June 24, 2025.
CITY OF BAINBRIDGE ISLAND,
WASHINGTON
Christine Brown, Ci ' rk
FG: 103710583.2