ORD 96-51 GENERAL OBLIGATION BONDORDINANCE NO. 96- 51
AN ORDINANCE of the City of Bainbridge Island, Washington, relating
to contracting indebtedness; providing for the issuance of $2,000,000 par value
of Limited Tax General Obligation Bonds, 1996, of the City for general City
purposes to provide funds with which to pay costs of acquiring land to be used
for construction of a new City Hall and maintenance facility, design and related
charges for the maintenance facility; fixing the date, form, maturities, interest
rates, terms and covenants of the bonds; establishing a bond redemption fund and
an acquisition fund; and approving the sale and providing for the delivery of the
bonds to Pacific Crest Securities of Seattle, Washington.
This document prepared by:
Foster Pepper & Shefelman
1111 Third Avenue, Suite 3400
Seattle, Washington 98101
(206) 447-4400
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CITY OF BAINBRIDGE ISLAND, WASHINGTON
ORDINANCE NO. 96-51
AN ORDINANCE of the City of Bainbridge Island, Washington, relating
to contracting indebtedness; providing for the issuance of $2,000,000 par value
of Limited Tax General Obligation Bonds, 1996, of the City for general City
purposes to provide funds with which to pay costs of acquiring land to be used
for construction of a new City Hall and maintenance facility, design and related
charges for the maintenance facility; fixing the date, form, maturities, interest
rates, terms and covenants of the bonds; establishing a bond redemption fund and
an acquisition fund; and approving the sale and providing for the delivery of the
bonds to Pacific Crest Securities of Seattle, Washington.
WHEREAS, the City of Bainbridge Island, Washington (the "City"), is in need of
acquiring land to be used for construction of a new City Hall and maintenance facility, design
and related charges for the maintenance facility, the estimated cost of which is $2,000,000, and
the City does not have available sufficient funds to pay the cost; and
WHEREAS, Pacific Crest Securities of Seattle, Washington, has offered to purchase
$2,000,000 par value of limited tax general obligation bonds issued by the City for such
purposes, and as a condition to that offer would require the City initially to immobilize the
bonds in book entry form with the Depository Trust Company of New York, New York; NOW,
THEREFORE,
THE CITY COUNCIL OF THE CITY OF BAINBRIDGE ISLAND, WASHINGTON,
DO ORDAIN as follows:
Section 1. Debt Capacity. The assessed valuation of the taxable property within the City
as ascertained by the last preceding assessment for City purposes for the calendar year 1996 is
$1,889,689,925, and the City has outstanding general indebtedness evidenced by limited tax
general obligation bonds, leases and conditional sales contracts in the principal amount of
$4,650,905 incurred within the limit of up to 1-1/2% of the value of the taxable property within
the City permitted for general municipal purposes without a vote of the qualified voters therein,
and the amount of indebtedness for which bonds are authorized herein to be issued is
$2,000,000.
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 $2,000,000 for general City purposes to provide the funds to pay costs of
acquiring land to be used for construction of a new City Hall and maintenance facility, and
design and related charges for the maintenance facility (the "Project") and to pay the costs of
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issuance and sale of the bonds (the "costs of issuance"). The general indebtedness to be incurred
shall be within the limit of up to 1-1/2% 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, 1996, of the City (the "Bonds"); shall be in the aggregate principal amount
of $2,000,000; shall be dated November 1, 1996; 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 Seat fie, Washington, and New York, New York) deems necessary
for purposes of identification; shall bear interest (computed on the basis of a 360-day year of
twelve 30-day months) payable semiannually on each June 1 and December 1, commencing
June 1, 1997, to the maturity or earIier redemption of the Bonds; and shall mature on
December 1 in years and amounts and bear interest at the rates per annum as follows:
Maturity Interest
Years Amounts Rates
1997 $50,000 5.125
1998 65,000 5.125
1999 65,000 5.125
2000 70,000 5.125
2001 75,000 5.125
2002 75,000 4,875
2003 80,000 4.875
2004 85,000 4.875
2005 90,000 4.875
2006 95,000 5,000
2007 95,000 5.125
2008 100,000 5,250
2009 110,000 5.250
2010 115,000 5,375
2011 120,000 5.500
2016 710,000 5.600
The life of the Project to be acquired with the proceeds of the Bonds exceeds the term of the
Bonds.
Section 4. Registration and Transfer of Bonds. The Bonds shall be issued only in
registered form as to both principal and interest and shall be recorded on books or records
maintained by the Bond Registrar (the "Bond Register"). The Bond Register shall contain the
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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 15 days
preceding any principal payment or redemption date.
The Bonds initially shall be registered in the name of CEDE & CO., as the nominee of
The Depository Trust Company, New York, New York CDTC"). The Bonds so registered shall
be held in fully immobilized form by DTC as depository in accordance with the provisions of
a Letter of Representations with DTC substantially in the form on file with the City Clerk and
by this reference made a part hereof (the "Letter of Representations"). To induce DTC to accept
the Bonds as eligible for deposit at DTC, the City approves the Letter of Representations. The
Director of Finance and Administrative Services of the City is authorized and directed to execute
and deliver the Letter of Representations, on behalf of the City, to DTC on or before the date
of delivery of the Bonds to the purchaser thereof and the payment therefor, with such changes
as the Director of Finance and Administrative Services of the City deems to be in the best
interests of the City, and his execution and delivery of the Letter of Representations shall
evidence irrevocably the approval of the Letter of Representations by the City. Neither the City
nor the Bond Registrar shall have any responsibility or obligation to DTC participants or the
persons for whom they act as nominees with respect to the Bonds regarding accuracy of any
records maintained by DTC or DTC participants of any amount in respect of principal of or
interest on the Bonds, or any notice which is permitted or required to be given to registered
owners hereunder (except such notice as is required to be given by the Bond Registrar to DTC).
For so long as any Bonds are held in fully immobilized form, DTC or its successor
depository shall be deemed to be the registered owner for all purposes hereunder and all
references to registered owners, bondowners, bondholders or the like shall mean DTC or its
nominees and shall not mean the owners of any beneficial interests in the Bonds. Registered
ownership of such Bonds, or any portions thereof, may not thereafter be transferred except: (i)
to any successor of DTC or its nominee, if that successor shall be qualified under any applicable
laws to provide the services proposed to be provided by it; (ii) to any substitute depository
appointed by the City or such substitute depository's successor; or (iii) to any person if the
Bonds are no longer held in immobilized form.
Upon the resignation of DTC or its successor (or any substitute depository or its
successor) from its functions as depository, or a determination by the City that it no longer
wishes to continue the system of book entry transfers through DTC or its successor (or any
substitute ~lepository or its successor), the City may appoint a substitute depository. Any such
substitute depository shall be qualified under any applicable laws to provide the services
proposed to be provided by it.
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If (i) DTC or its successor (or substitute depository or its successor) resigns from its
functions as depository, and no substitute depository can be obtained, or (ii) the City determines
that the Bonds are to be in certificated form, the ownership of Bonds may be transferred to any
person as provided herein and the Bonds no longer shall be held in fully immobilized form.
Section 5. Payment 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 of the Bond Registrar mailed on the interest payment date to the registered
owners at the addresses appearing on the Bond Register on the 15th day of the month preceding
the interest payment date. Principal of the Bonds shall be payable upon presentation and
surrender of the Bonds by the registered owners at either of the principal offices of the Bond
Registrar at the option of the owners. Notwithstanding the foregoing, as long as the Bonds are
registered in the name of DTC or its nominee, payment of principal of and interest on the Bonds
shall be made in the manner set forth in the Letter of Representations.
Section 6. Optional Redemption. Mandatory Redemption and Open Market Purchase of
Bonds. Bonds maturing in the years 1997 through 2006, 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 Bonds maturing on or after December 1, 2007, prior to
their stated maturity dates on or after December 1, 2006, as a whole or in part at any time
within one or more maturities selected by the City (and by lot within a maturity in such manner
as the Bond Registrar shall determine), at par plus accrued interest to the date fixed for
redemption.
Bonds maturing in 2016 are Term Bonds and, if not redeemed under the optional
redemption provisions set forth above or purchased in the open market under the provisions set
forth below, shall be called for redemption by lot (in such manner as the Bond Registrar shall
determine) at par plus accrued interest on December 1 in years and amounts as follows:
Mandatory Mandatory
Redemption Redemption
Years Amounts
2012 $125,000
2013 135,000
2014 140,000
2015 150,000
2016(Maturity) 160,000
If the City shall redeem Term Bonds under the optional redemption provisions set forth
above or purchase Term Bonds in the open market as set forth below, the par amount of the
Term Bonds so redeemed or purchased (irrespective of their actual redemption or purchase
prices) shall be credited against one or more scheduled mandatory redemption amounts for those
Term Bonds (as allocated by the City) beginning not earlier than 60 days after the date of the
optional redemption or purchase, and the City shall promptly notify the Bond Registrar in
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writing of the manner in which the credit for the Term Bonds so redeemed or purchased has
been allocated.
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 the 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 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 any price acceptable to the City plus accrued interest to the date of
purchase.
All Bonds purchased or redeemed under this section shall be canceled.
Notwithstanding the foregoing, for so long as the Bonds are registered in the name of
Cede & Co., as nominee of DTC, selection of Bonds for redemption shall be in accordance with
the Letter of Representations.
Section 7. Notice of Redemption. The City shall cause notice of any intended
redemption of Bonds to be given not less than 30 nor more than 60 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
or by electronic transmission, to Moody' s Investors Service, Inc., and Standard & Poor' s at their
offices in New York, New York, or their successors, to Pacific Crest Securities, 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 Director of Finance and
Administrative Services shall determine, but these additional mailings shall not be a condition
precedent to the redemption of Bonds. Notwithstanding the foregoing, for so long as the Bonds
are registered in the name of Cede & Co., as nominee of DTC, notice of redemption shall be
given in accordance with the Letter of Representations.
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.
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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 money 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 consistent with the provisions of this ordinance and state law and
shall be signed by the Mayor and 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.
Only Bonds bearing a Certificate of Authentication in 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 Bonds, 1996, described in the Bond
Ordinance.
WASHINGTON STATE FISCAL AGENCY
Bond Registrar
By
Authorized Signer
The authorized signing of a Certificate of Authentiication 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.
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 beating his or her facsimile signature are
authenticated or delivered by the Bond Registrar or issued by the City, those Bonds 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 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,
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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.
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. 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 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 Revenue Service to the effect that it is
a bond issuer whose arbitrage certifications may not be relied upon.
Section 13. Small Governmental Issuer Arbitrage Rebate Exception and Designation 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 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 obligations (other than
private activity bonds and other obligations not required to be included in such calculation)
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 the Bonds are eligible
for the arbitrage rebate exception under Section 148(f)(4)(D) 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. Refunding or Defeasance of the Bonds. The City may issue refunding bonds
pursuant to the laws of the State of Washington or use money available from any other lawful
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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, refund or defease all such
then-outstanding Bonds (hereinafter collectively called the "ddefeased 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, refund
or clefease the clefeased Bonds in accordance with their terms are set aside in a special trust fund
or escrow account irrevocably pledged to that redemption, retirement or defeasance 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 clefeased Bonds shall cease and become void. The owners of defeased Bonds
shall have the right to receive payment of the principal of and interest on the clefeased Bonds
from the trust account. The City shall include in the refunding or defeasance plan such
provisions as the City deems necessary for the random selection of any defeased Bonds that
constitute less than all of a particular maturity of the Bonds, for notice of the defeasance to be
given to the owners of the defeased Bonds and to such other persons as the City shall determine,
and for any required replacement of Bond certificates for released Bonds. The defeased Bonds
shall be deemed no longer outstanding, and the City may apply any money in any other fund or
account established for the payment or redemption of the defeased Bonds to any lawful purposes
as it shall determine.
Section 16. Bond Fund and Deposit of Bond Proceeds. There is created and established
in the office of the City Director of Finance and Administrative Services a special subaccount
of the General Obligation Bond Redemption Fund designated as the Limited Tax General
Obligation Bond Fund, 1996 (the "Bond Fund"). Accrued interest on the Bonds, if any,
received from the sale and delivery of the Bonds shall be paid into the Bond Fund. 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.
There also has been previously created and established in the office of the Director of
Finance and Administrative Services a special fund designated as the Capital Construction Fund
(the "Acquisition Fund"). The principal proceeds [and premium, if any,] received from the sale
and delivery of the Bonds shall be paid into the Acquisition Fund 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 Acquisition Fund and be spent
for the purposes of that fund.
Section 17. Approval of Bond Purchase Contract. Pacific Crest Securities of Seatfie,
Washington, has presented a purchase contract (the "Bond Purchase Contract") to the City
offering to purchase the Bonds under the terms and conditions provided in the Bond Purchase
Contract, which written Bond Purchase Contract is on file with the City Clerk and is
incorporated herein by this reference. The City Council finds that entering into the Bond
Purchase Contract is in the City's best interest and therefore accepts the offer contained therein
and authorizes its execution by City officials.
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The Bonds will be printed at City expense and will be delivered to the purchaser in
accordance with the Bond Purchase Contract, with the approving legal opinion of Foster
Pepper & Shefelman, municipal bond counsel of Seatfie, Washington, regarding the Bonds
printed on each Bond. Bond counsel shall not be required to review and shall express no
opinion concerning the completeness or accuracy of any official statement, 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. Preliminary Official Statement Deemed Final. The City Council has been
provided with copies of a preliminary official statement dated October 25, 1996, as amended on
October 30, 1996 (collectively, the "Preliminary Official Statement"), prepared in connection
with the sale of the Bonds. For the sole purpose of the Bond purchaser's compliance with
Securities and Exchange Commission Rule 15c2-12(b)(1), the City "deems final" that
Preliminary Official Statement as of its date, except for the omission of information as to
offering prices, interest rates, selling compensation, aggregate principal amount, principal
amount per maturity, maturity dates, options of redemption, delivery dates, ratings and other
terms of the Bonds dependent on such matters.
Section 19. Temporary Bond. Pending the printing, execution and delivery to 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,
and otherwise shall be in a 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 20. Undertaking to Provide Continuing Disclosure. Because it will have
outstanding less than $10,000,000 of obligations after the issuance of the Bonds, the City is
currently exempt from the requirements of United States Securities and Exchange Commission
CSEC") Rule 15c2-12(b)(5) (the "Rule"), as applicable to a participating underwriter for the
Bonds, however, the City makes the following written undertaking (the "Undertaking") for the
benefit of holders of the Bonds:
(a) Undertaking to Provide Annual Financial Information and Notice
of Material Events. The City undertakes to provide or cause to be provided,
either directly or through a designated agent:
(i) To each nationally recognized municipal securities
information repository designated by the SEC in accordance with the Rule
CNRMSIR'') and to a state information depository, if any, established in
the state of Washington (the "SID") annual financial information and
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operating data of the type included in the final official statement for the
Bonds and described in Section 20(b) ("annual financial information");
(ii) To each NRMSIR or the Municipal Securities Rulemaking
Board CMSRB"), and to the SID, timely notice of the occurrence of any
of the following events with respect to the Bonds, if material:
(1) principal and interest payment delinquencies; (2) non-payment related
defaults; (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 or events
affecting the tax-exempt status of the Bonds; (7) modifications to rights of
holders of the Bonds; (8) Bond calls (other than scheduled mandatory
redemptions of Term Bonds); (9) defeasances; (10) release, substitution,
or sale of property securing repayment of the Bonds; and (11) rating
changes; and
(iii) To each NRMSIR or to the MSRB, and to the SID, timely
notice of a failure by the City to provide required annual financial
information on or before the date specified in Section 20(b).
(b) Type of Annual Financial Information Undertaken to be Provided.
The annual financial information that the City undertakes to provide in Section
20(a):
(i) Shall consist of (1) authorized, issued and outstanding balance
of limited tax general obligation bonds; (2) assessed valuation for the
fiscal year; (3) regular property tax levy rate and regular property tax levy
rate limit for the fiscal year; and (4) annual financial statements for the
City;
(ii) Shall be prepared (except as noted in the financial statements)
in accordance with applicable generally accepted accounting principles
promulgated by the Government Accounting Standards Board CGASB"),
as such principles may be changed from time to time by GASB or its
successor;
(iii) Shall not be audited, except, that if and when audited
financial statements are otherwise prepared and available to the City they
be will be available from the Director of Finance and Administrative
Services of the City;
(iv) Shall be provided to each NRMSIR and the SID, 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
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may be changed as required or permitted by State law, commencing with
the City's fiscal year ending December 31, 1996; and
(v) May be provided in a single or multiple documents, and
may be incorporated by reference to other documents that have been filed
with each NRMSIR and the SID, or, if the document incorporated by
reference is a "final official statement" with respect to other obligations
of the City, that has been filed with the MSRB.
(c) Amendment of Undertaking. The 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, NRMSIR, the SID or the MSRB, under
the circumstances and in the manner permitted by the Rule.
The City will give notice to each NRMSIR or the MSRB, and the SID, of
the substance (or provide a copy) of any amendment to the Undertaldng and a
brief statement of the reasons for the amendment. If the amendment changes the
type of annual financial information to be provided, the notice also will include
a narrative explanation of the effect of that change on the type of information to
be provided.
(d) Beneficiaries. The Undertaking evidenced by this Section 20 shall
inure to the benefit of the City and any holder of Bonds, 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 those
provisions of the Rule which 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 nationally recognized bond counsel or other counsel familiar
with federal securities laws delivered to the City, and the City provides timely
notice of such termination to each NRMSIR or the MSRB and the SID.
(f) Remedy for Failure to Comply with Undertaking. As soon as
practicable after the City or any other obligated person learns of any failure to
comply with the 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 the Undertaldng shall constitute a default in respect of the
Bonds. The sole remedy of any holder of a Bond shall be to take such actions
as that holder deems necessary, including seeking an order of specific
performance from an appropriate court, to compel the City or other obligated
person to comply with the Undertaking.
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(g) Designation of Official Responsible to Administer Undertaking.
The Director of Finance and Administrative Services of the City or his or her
designee (or such other officer of the City who may in the future perform the
duties of the Director of Finance and Administrative Services) is authorized and
directed in his or her discretion to take such further actions as may be necessary,
appropriate or convenient to carry out the Undertaking of the City in respect of
the Bonds set forth in this Section 20 and in accordance with the Rule, 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 Section 20(a) has
occurred, assessing its materiality with respect to the Bonds, and, if
material, preparing and disseminating notice of its occurrence;
(iii) Determining whether any person other than the City is an
"obligated person" within the meaning of the Rule with respect to the
Bonds, and obtaining from such person an undertaking to provide any
annual financial information and notice of material events for that person
in accordance with the Rule;
(iv) Selecting, engaging and compensating designated agents and
consultants, including but not limited to financial advisors and legal
counsel, to assist and advise the City in carrying out the Undertaking; and
(v) Effecting any necessary amendment of the Undertaking.
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 this 7th day of November, 1996.
APPROVED by the Mayor this ~ 7'_,4 day of November, 1996.
Mayor
ATTEST/AUTHENTICATED:
CCity Clerk
0263757.02
-12-
APPROVED AS TO FORM:
City Attorney
FILED WITH THE CITY CLERK:
PASSED BY THE CITY COUNCIL:
PUBLISHED:
EFFECTIVE DATE:
ORDINANCE NO.:
0263757.02
-14-
I, SUSAN P. KASPER, City Clerk of the City of Bainbridge Island, Washington, certify
that the attached copy of Ordinance No. 96- ,5'/ is a true and correct copy of the original
ordinance passed on the 72Z4day of November, 1996, as that ordinance appears on the Minute
Book of the City.
DATED this 8/~day of November, 1996.
SUSAN P. KASPER, City Clerk
0263757.02
-2.3 -
FOSTER PEPPER & SHEFELMAN
A LAW PARTNERSHIP INCLUDING
PROFESSIONAl SERVICE CORPORATIONS
November 6, 1996
DIRECT DIAL 200-447-8961
INTERNET ADDRESS MACKG@FOSTER.COM
VIA OVERNIGHT DELIVERY
Ms. Susan Kasper
City Clerk
City of Bainbridge Island
625 Winslow Way E.
Bainbridge Island, WA 98110
Re: $2,000,000 Limited Tax General Obligation Bonds, 1996
Dear Sue:
Enclosed for consideration and action by the City Council at its November 7 meeting is an
ordinance authorizing the issuance and sale of the above-referenced bonds. If the ordinance is passed,
please return four certified copies, together with certified excerpts of the minutes of the Council
meeting reflecting its passage and the affidavit of publication of the ordinance by title, when available.
The publication of the title of the ordinance should contain the usual statement that a copy of the
ordinance in its entirety may be obtained upon request of the City.
The only changes made to the ordinance are as a result of the pricing of the bonds and relate
to the interest rates, term bonds, and date of the Preliminary Official Statement.
We have reviewed the Bond Purchase Contract prepared by Pacific Crest Securities and find
it to be in order.
If you have any questions, please feel free to call Tracy Becht or me.
Sincerely,
FOSTER PEPPER & SHEFELMAN
0266087.WP
I 111 THirD AVENUE, SUITE 3400
SEAt'FLe, WASHINGTON 98 I O I -3299
TeL. 206-447-4400 faCSImILE 206~447-9700
Ms. Susan Kasper
November 6, 1996
Page 2
Enclosure
cc (w/encl):
Ralph Eells
Rod Kaseguma
Steve Gaidos
Mike Jones
0266087.WP
FOSTER PEPPER & SHEFELMAN
A LAW PARTNERSHIP INCLUDING
PROFESSIONAL SErViCE CORPORATIONS
November 15, 1996
VIA OVERNIGHT DELIVERY
Ms. Susan P. Kasper
City Clerk
City of Bainbridge Island
625 Winslow Way E.
Bainbridge Island, WA 98110
Re: $2,000,000 Limited Tax General Obligation Bonds, 1996
Dear Sue:
The following closing documents are being sent to you in preparation for the delivery of the
above bonds on November 20:
1. Debt Capacity Certificate. This certificate has been prepared for Ralph Eell's
signature.
Signature Identification Certificate. This certificate has been prepared for your
signature and should be signed before a notary public.
,
Tax Exemption and Nonarbitrage Certificate. This certificate has been prepared for
the Mayor's signature and sets forth facts establishing that the bonds are not arbitrage
bonds within the meaning of the Internal Revenue Code of 1986, as amended.
Internal Revenue Service Form 8038-G. In order to preserve the tax-exempt status
of interest on the bonds, this form must be filed with the Internal Revenue Service.
Please ask Ralph Eells to sign the form at the bottom and we will file it on behalf of
the City.
Closing Certificate. This certificate also has been prepared for the Mayor's signature
and is required by Pacific Crest Securities.
1111 THIRD AVENUE, SUITE 3400
SEATTLe, WASHINGTON 98101-3299
TEL, 206-447-4400 FACSIMILE 206-447-9700
ANCHORAGE, ALASKA BELLEVUE, WASHINGTON PORTLAND, OREGON SEATTLE, WASHINGTON
Ms. Susan P. Kasper
November 15, 1996
Page 2
Receipt for Payment. I understand no one from the City will be attending the
closing, therefore, the enclosed Receipt for Payment should be signed by Ralph EelIs
and returned with the other closing documents. I will hold the receipt in trust until
I receive confirmation that the City has received its funds.
In order to complete the transcript of proceedings on this financing we will need the
following documents:
1. Four certified copies of Ordinance No. 96-51;
Four certified excerpts of the minutes of the November 7, 1996, City Council
meeting showing passage of Ordinance No. 96-51. If approved minutes are not
available, unapproved minutes will suffice for closing purposes, with the approved
minutes to follow when available.
Four certified copies of the affidavit of publication of Ordinance No. 96-51. If the
Affidavit of Publication is not available, the actual newspaper publication showing the
date of publication will suffice for closing purposes, with the affidavit of publication
to follow. I understand the ordinance was to be published on November 13.
A prepaid, self-addressed Federal Express envelope is enclosed for your convenience in
returning all of the enclosed and requested documents. I would appreciate receiving all of the
enclosed and requested documents no later than Tuesday, November 20.
If you have any questions, please give me a call.
Sincerely,
FOSTER PEPPER & SHEFELMAN
Enclosures
cc (w/o encl.):
Ralph EelIs
Rod Kaseguma
Steve Gaidos
0267068 .WP
I~/\('tf. IC
%FTC1; N IT i E~
MUNICIPAL SECUI~,IT1ES
$2,000,000
CITY OF BAINBRIDGE ISLAND, WASHINGTON
LIMITED TAX GENERAL OBLIGATION BONDS, 1996
November 7, 1996
Honorable Council Members
City of Bainbridge Island
625 Winslow Way E.
Bainbridge Island, Washington 98110
Honorable Council Members:
Pacific Crest Securities, Inc. (the "Purchaser") offers to purchase from the City of
Bainbridge Island, (the "Seller") and upon acceptance hereof the Seller will agree to sell
to the Purchaser, all of the Bonds (the "Bonds") described above and on Appendix A
(attached and incorporated herein by this reference), subject to the terms, conditions,
covenants, representations and warranties contained in this Bond Purchase Agreement
(the "Agreement"), including the Appendix.
Section 1. Purchase, Sale and Delivery of the Bonds
12(11 THIRD AVENUE
SUITE 22~,0
SEATTLE. VVA98101
1.1 Appendix A contains a brief description of the Bonds, the purchase price,
interest rates, maturity schedule, redemption provisions and the date and
time of delivery (the "Closing Date") and payment of the Bonds. The
Bonds shall be as described in Appendix A, and in the Official Statement
(the "Official Statement") approved and signed by the Seller in accordance
with paragraph (2.1 .g) hereof satisfactory in form and substance to the
Purchaser;
1.2 the Seller authorizes the Purchaser to use and distribute the Official
Statement by the Ordinance authorizing the Bonds (the "Ordinance") and
approving the Official Statement, this Agreement and all information
contained in them, and the documents, and certificates formally delivered to
the Purchaser by the Seller as a legal transcript, in connection with the
transactions contemplated by this Agreement; and
PAGE NO. 1
1.3
the Bonds shall be delivered to The Depository Trust Company on the Closing
Date, duly executed by the authorized officers of the Seller, together with the other
documents described in this Agreement. As a condition of this purchase, the
Purchaser requires that the Bonds shall be registered in the name of CEDE & Co.
Subject to the provisions of this Agreement, the Purchaser shall accept delivery of
the Bonds on the Closing Date and will pay the purchase price set forth in
Appendix A, together with accrued interest as applicable, by wire transfer, payable
in Federal funds.
Section 2.
2.1
Representations and Warranties
The Seller represents, warrants and agrees with the Purchaser the matters set forth
below, which representations, warranties and agreements are true and in effect as of
the date of this Agreement and shall be true and in effect as of the Closing Date:
(a) the Seller is duly organized with the full legal right, power and authority on the
Closing date to enter into and perform this Agreement, to adopt the Ordinance, to
deliver and sell the Bonds to the Purchaser, and to carry out all the other
transactions contemplated by this Agreement, the Ordinance, and the Official
Statement;
(b) the Seller has duly and validly approved the issuance of the Bonds in accordance
with the Ordinance by the date hereof, will take any and all action as will be
necessary to carry out, give effect to and consummate the transactions
contemplated herein, and as of the date of this Agreement and as of the Closing
Date, the Bonds, and this Agreement will constitute the valid, legal and binding
obligations of the Seller in accordance with their respective terms, and the
Ordinance will be in full force and effect;
(c) this Agreement, the Ordinance, and the Bonds do not and will not conflict with or
create a breach or default under any existing law, regulation or order, or any
agreement or instrument to which the Seller is subject; which breach or default
would impair the authority of the Seller to authorize the Bonds or the security for
the payment of the Bonds;
(d) all approvals, consents, authorizations, elections and orders of or filings or
registrations with any governmental authority, board, agency or commission
having jurisdiction which would constitute a condition precedent to, or the
absence of which would materially adversely affect, the performance by the Seller
of its obligations under this Agreement, the Ordinance, the Bonds, and any other
instruments contemplated in this transaction have been obtained or will be
obtained and are or will be in full force and effect by the Closing Date;
PAGE NO. 2
(e) the Bonds, when delivered in accordance with the Ordinance and paid for by the
Purchaser on the Closing Date as provided herein, will be validly issued and
outstanding binding obligations of the Seller enforceable in accordance with their
terms, subject only to applicable bankruptcy, insolvency or other similar laws
generally affecting creditors' rights, by the application of judicial discretion and
principles of equity if equitable remedies are sought;
(f) the Official Statement (as supplemented with the approval of the Purchaser, if the
Official Statement shall have been supplemented), will be, as of the Closing Date,
true, correct and complete in all material respects and does not, and will not as of
the Closing Date, contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not misleading;
(g) the Seller has provided the Purchaser with a copy of the Preliminary Official
Statement dated October 25, 1996 including an amendment dated October 30,
1996, collectively the Preliminary Official Statement, as of its date and (except as to
matters corrected or added to the Final Official Statement) as of the Closing Date,
is accurate and complete in all material respects;
(h) the Purchaser is hereby authorized to cause a Final Official Statement for the
Bonds to be printed and delivered to the Purchaser within seven business days
hereafter, and the Purchaser agrees to file three copies with each Nationally
Recognized Municipal Securities Information Repository within that seven
business day period;
(i) for a period of 25 days from the date of the end of the underwriting period, if any
event shall occur as a result which it is necessary to supplement the Official
Statement in order to make the statements therein, in light of the circumstances
existing at such time, not misleading, the Seller shall forthwith notify the Purchaser
of any such event of which it has knowledge and shall cooperate fully in the
preparation and furnishing of any supplement to the Official Statement necessary,
in the Purchaser's opinion, so that the statements therein as so supplemented will
not be misleading in light of the circumstances existing at such time (the end of the
underwriting period shall be the Closing Date unless the Seller is informed
otherwise in writing by the Purchaser);
PAGE NO. 3
(j) no action, suit, proceeding, inquiry or investigation, at law or in equity, before or
by any court, regulatory agency, public board or body, is pending or, to the
knowledge of the Seller, threatened in any way affecting the existence of the Seller
or the titles of its officers to their respective offices, or seeking to restrain or to
enjoin the issuance, sale or delivery of the Bonds, the application of the proceeds
thereof in accordance with the Ordinance, or the collection or application any
taxes, charges and fees to pay the principal of and interest on the Bonds, or the
pledge thereof or of the proceeds of the Bonds, or in any way contesting or
affecting the validity or enforceability of the Bonds;
(k) any certificate signed by an authorized officer of the Seller shall be deemed a
representation and warranty by the Seller to the Purchaser as to the statements
made therein;
(1) the Seller 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;
(m) the Seller is not now and has never been in default on any of its debt obligations;
(n) other than the Bond documents, the Seller has not entered into any contract or
arrangement that might give rise to any lien or encumbrance on the taxes or other
money pledged under the Ordinance; and
(o) the Seller will apply the proceeds of the Bonds in accordance with the Ordinance.
Section 3. Conditions to the Obligations of the Purchaser
The obligations of the Purchaser to accept delivery of and pay for the Bonds on the Closing
Date shall be subject to the accuracy in all material respects of the representations and
warranties on the part of the Seller contained herein as of this date and as of the Closing Date,
to the accuracy in all material respects of the statements of the officers of the Seller made in
any certificates or other documents furnished pursuant to the Agreement, to the performance
by the Seller of their obligations to be performed thereunder at or prior to the Closing Date,
and to the following additional conditions:
3.1 on the Closing Date, the Ordinance shall have been duly authorized, executed and
delivered by the Seller, and in substantially the form heretofore submitted to the
Purchaser, with only such changes as shall have been agreed to in writing by the
Purchaser, and there shall have been taken in connection therewith, with the
issuance of the Bonds and with the transactions contemplated thereby and by this
Agreement, all such action as, in the opinion of either the Purchaser or the Seller,
shall be necessary or appropriate;
3.2 on the Closing Date, the Official Statement shall not have been amended, modified
or supplemented, except as may have been agreed to by the Purchaser and the
Seller;
PAGE NO. 4
3.3
3.4
between the date hereof and the Closing Date, the marketability of the Bonds shall
not have been materially adversely affected, in the reasonable judgment of the
Purchaser, by reason of any of the following:
(a) a material adverse change in the financial condition or general affairs of the
Seller;
(b) an event, court decision, proposed or adopted law or rule which would have a
material adverse effect on the federal income tax incident to the Bonds or the
contemplated transactions;
(c) an international or national crisis, suspension of stock exchange trading or
banking moratorium materially affecting the marketability of the Bonds or
the Purchaser's ability to deliver funds due to such banking moratorium; or
(d) any event occurring, or information becoming known which makes untrue in
any material respect any statement or information contained in the Official
Statement, or has the effect that the Official Statement contains any untrue
statement of material fact or omits to state a material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading;
on or prior to the Closing Date, the Purchaser will have received from the Seller
the following documents, in each case satisfactory in form and substance to the
Purchaser acting reasonably:
(a) the Bonds, in definitive or temporary form, duly executed;
(b) the Ordinance and the Official Statement, each executed by the Seller;
(c) a certificate in which an officer of the Seller states that he/she has reviewed
the Final Official Statement and, to his/her knowledge and belief, the Final
Official Statement does not contain any untrue statement of a material fact or
omit to state any material fact necessary in order to make the statements made
therein, in light of the circumstances under which they are made, not
misleading and represents that the representations of the Seller in Section 2
hereof were true and correct when made and are true and correct as of the
Closing Date;
(d) the approving opinion of Bond Counsel substantially in the form of
Appendix A of the Official Statement satisfactory to the Purchaser dated the
Closing Date;
(e) a certificate setting forth the facts, estimates and circumstances in existence on
the Closing Date which establish that it is not expected that the proceeds of
the Bonds will be used in a manner that could cause the Bonds to be
"arbitrage bonds" within the meaning of Section 148 of the Internal Revenue
Code and applicable regulations;
PAGE NO. 5
(g)
(h)
a certificate signed by an authorized officer of the Seller, to the effect that, no
litigation is pending, or to such officers' knowledge threatened, restraining or
enjoining the issuance, sale, execution or delivery of the Bonds, or the
collection or application of any taxes, charges and fees to pay the principal of
or interest on the Bonds, or adversely affecting the Seller's right or authority
to carry out the terms and conditions of the Ordinance and the transaction
contemplated by the Ordinance;
such additional certificates, instruments or opinions or other evidence as the
Purchaser may deem reasonably necessary or desirable to evidence the due
authorization, execution, authentication and delivery of the Bonds, the truth
and accuracy as of the Closing Date of the Seller's representations and
warranties, and the conformity of the Bonds and Ordinance with the terms
thereof as summarized in the Official Statement, and to cover such other
matters as it reasonably requests;
the Purchaser will have received two executed copies of each of the Bond
documents; and
a tax certificate in form satisfactory to Bond Counsel.
Section 4.
4.1
4.2
Expenses
Seller's Expenses
Whether or not the Purchaser accepts delivery of and pays for the Bonds as set
forth herein, the Purchaser shall be under no obligation to pay, and the Seller shall
pay or cause to be paid (out of the proceeds of the Bonds or any other legally
available funds of the Seller) all expenses incident to the performance of Seller's
obligations hereunder, including but not limited to the cost of printing, engraving
and delivering the Bonds to the Purchaser; the cost of preparation, printing (and/or
word processing and reproduction), distribution and delivery of the Ordinance,
rating fees of Moody's Investors Service, fees and disbursements of Bond Counsel,
and any other experts or consultants retained by the Seller in connection with the
Bonds; and any other expenses not specifically enumerated in paragraph 4.2 of this
Section incurred by the Seller in connection with the issuance of the Bonds.
Purchaser's Expenses
Whether or not the Bonds are delivered to the Purchaser as set forth herein, the
Seller shall be under no obligation to pay, and the Purchaser shall pay the costs of
any "blue sky" and legal investment memoranda; this Agreement; the Purchaser's
out-of-pocket and travel expenses; and all other expenses incurred by the Purchaser
in connection with its public offering and distribution of the Bonds not specifically
enumerated in paragraph 4.1 of this Section, including the fees and disbursements
of its counsel, if any; the cost of preparation, and all advertising expenses in
connection with the public offering of the Bonds.
PAGE NO. 6
Section 5. Parties in Interest
This Agreement is made solely for the benefit of the Seller and the Purchaser (including
successors or assigns of the Purchaser) and no other person shall acquire or have any right
hereunder or by virtue hereof. The terms "succession" and "assigns" shall not include any
purchaser of any of the Bonds from the Purchaser merely because of such purchase.
Section 6.
Survival of Representations, Warranties, and Agreements; Liquidated
Damages
The representations and warranties of the Seller, set forth in or made pursuant to this
Agreement, shall not be deemed to have been discharged, satisfied or otherwise rendered void
by reason of the delivery of the Bonds or termination of this Agreement and regardless of any
investigations or statements as to the results thereof made by or on behalf of the Purchaser
and regardless of delivery of and payment for the Bonds. Should the Seller fail to satisfy any
of the foregoing conditions or covenants, or if the Purchaser's obligations are terminated for
any reason permitted under the Agreement, then neither the Purchaser nor the Seller shall
have any further obligations under this Agreement, except that any expenses incurred shall be
borne in accordance with Section 4.
Section 7. Notices
All notices, demands and formal actions hereunder shall be in writing and mailed, telegramed,
delivered or sent via facsimile (with the original sent following the facsimile) to the following
addresses or such other addresses as any of the parties shall specify.
Any written notice required by this Agreement shall be sent
to the Seller as follows:
City of Bainbridge Island
625 Winslow Way E.
Bainb ridge Island, WA 98110
Attention: Ralph Eells
Finance Director
Fax: 206-842-5741
to the Purchaser as follows:
Pacific Crest Securities
US Bancorp Tower
111 SW Fifth Avenue, 42nd Floor
Portland, Oregon 97204
Attention: Municipal Bond Department
Fax: 503-790-7790
with a copy to:
Foster Pepper & Shefelman
1111 3rd Ave.
Seattle, WA 98101
Attention: George Mack, Esq.
Fax: 206-447-9700
PAGE NO. 7
Section 8. Effective Date
This offer expires as set forth in Appendix A. This Agreement shall become effective and
binding upon the respective parties hereto upon the execution of the acceptance hereof by the
Seller and shall be valid and enforceable as of the time of such acceptance.
Section 9. Miscellaneous
9.1 If any provision of this Agreement is held or deemed to be or is, in fact,
inoperative, invalid or unenforceable as applied in any particular case in any
jurisdiction or jurisdictions, such shall not have the effect of rendering the
provision in question inoperable or unenforceable in any other case or
circumstances or of rendering any other provision or provisions of this Agreement
invalid, inoperative or unenforceable to any extent whatsoever;
9.2 this Agreement shall be governed by and construed in accordance with the laws of
the State of Washington; and
9.3 this Agreement may be executed in several counterparts, each of which will be
regarded as an original and all of which will constitute one and the same document.
Very truly yours,
Pacific Crest
Steve Gaidos
Vice President
Accepted by:
City of Bainbridge Island
The 7th day of November, 1996
Janet West
Mayor
PAGE NO. 8
APPENDIX A
$2,000,000
CITY OF BAINBRIDGE ISLAND, WASHINGTON
LIMITED TAX GENERAL OBLIGATION BONDS, 1996
Terliis
Dated Date:
November 1, 1996
Delivery Date:
November 20, 1996
Interest Payment Date:
June 1, 1997 and semi-annually thereafter on each
December 1 and June 1.
Denomination:
$5,000 or any integral mukiple thereof
Maturities, Principal Amounts, Interest Rates and Yields:
Serial Bonds: $1,290,000
Principal
December 1 Amount
1997 $50,000
1998 65,000
1999 65,000
2000 70,000
2001 75,000
2002 75,000
2003 80,000
2004 85,000
Principal
Coupon Yield December 1 Amount Coupon Yield
5.125% 3.80% 2005 $ 90,000 4.875% 4.95%
5.125 4.10 2006 95,000 5.000 5.05
5.125 4.30 2007 95,000 5.125 5.15
5.125 4.45 2008 100,000 5.250 5.25
5.125 4.55 2009 110,000 5.250 5.35
4.875 4.65 2010 115,000 5.375 5.45
4.875 4.75 2011 120,000 5.500 5.50
4.875 4.85
Term Bond: $710,000 5.60% maturing December 1, 2016 at 5.65%
Optional Redemption:
The Bonds maturing on and after December 1, 2007, are callable
at the City's option on or after December 1, 2006, as a whole or
in part at any time within one or more maturities selected by the
City ( and by lot within a maturity in such manner as the
Registrar determines), at par plus accrued interest to the date
fixed for redemption.
PAGE NO. 9
Mandatory Redemption:
Purchase of the Bonds:
Offer Expires:
Unless previously redeemed pursuant to the Optional
Redemption provisions, the Bonds maturing in 2016 are subject
to Mandatory Redemption on December 1 of the following years
in the following principal amounts at a price of par:
Principal
Year Amount
2012 $125,000
2013 135,000
2014 140,000
2015 150,000
2016 160,000 (Final Maturity)
Principal Amount of Bonds:
Plus Original Issue Premium:
Less Underwriter's Discount:
Purchase Price
Plus Accrued Interest
Total Dollars to be Wired by
Pacific Crest at Closing (Federal Funds)
$2,000,000.00
1,527.30
(24,000.00)
1,977,527.30
5,590.68
$1,983,117.98
November 7, 1996 @ 11:00 p.m., Prevailing Local Time.
PAGE NO. 10