ORD 2008-25 2008 LTGO BONDEXECUTION COPY
CITY OF BAINBRIDGE ISLAND, WASHINGTON
ORDINANCE NO. 2008-25
AN ORDINANCE of the City of Bainbridge Island, Washington, relating
to contracting indebtedness; providing. for the issuance of $1,770,000 principal
amount of Limited Tax General Obligation Bonds, 2008, of the City for general
City purposes to provide funds with which to pay or reimburse the City for all or a
portion of the cost of certain (a) non -motorized transportation improvements, (b)
road repairs and related public works improvements, and (c) parks, open space
and community center improvements (collectively, the "Projects"), and (d) to pay
costs of issuance of the Bonds; fixing the date, form, maturities, interest rates,
terms and covenants of the bonds; establishing a bond redemption fund and a
project fund; and approving the sale and providing for the delivery of the bonds to
Seattle -Northwest Securities Corporation of Seattle, Washington.
Passed September 10, 2008
This document prepared by:
Foster Pepper PLLC
1111 Third Avenue, Suite 3400
Seattle, Washington 98101
(206) 447-4400
TABLE OF CONTENTS
Section1 .
Recitals...............................................................................................................
1
Section2 .
Debt Capacity......................................................................................................
1
Section 3 .
Authorization of Bonds.......................................................................................
2
Section 4 .
Description of Bonds...........................................................................................2
Section 5 .
Registration and Transfer of Bonds......................................................................
2
Section 6 .
Payment of Bonds...............................................................................................
3
Section 7 .
Redemption Provisions and Open Market Purchase of Bonds ..............................
4
Section 8 .
Notice of Redemption..........................................................................................
5
Section 9 .
Failure To Redeem Bonds...................................................................................
5
Section10 .
Pledge of Taxes...................................................................................................
5
Section 1 I .
Form and Execution of Bonds.............................................................................
5
Section12 .
Bond Registrar....................................................................................................
6
Section 13 .
Preservation of Tax Exemption for Interest on Bonds ..........................................
6
Section 14 .
Small Governmental Issuer Arbitrage Rebate Exception and
Designation of Bonds as "Qualified Tax -Exempt Obligations" ............................
7
Section 15 .
Refunding or Defeasance of the Bonds................................................................
7
Section 16 .
Bond Fund and Deposit of Bond Proceeds...........................................................
8
Section 17 .
'Approval of Bond Purchase Agreement...............................................................
8
Section 18 .
Preliminary Official Statement Deemed Final ......................................................
8
Section 19 .
Undertaking to Provide Continuing Disclosure....................................................
9
Section 20 .
Effective Date of Ordinance..............................................................................
12
i
50923990.6
CITY OF BAINBRIDGE ISLAND, WASHINGTON
ORDINANCE NO. 2008-25
AN ORDINANCE of the City of Bainbridge Island, Washington, relating
to contracting indebtedness; providing for the issuance of $1,770,000 principal
amount of Limited Tax General Obligation Bonds, 2008, of the City for general
City purposes to provide funds with which to pay or reimburse the City for all or a
portion of the cost of certain (a) non -motorized transportation improvements, (b)
road repairs and related public works improvements, and (c) parks, open space
and community center improvements (collectively, the "Projects"), and (d) to pay
costs of issuance of the Bonds; fixing the date, form, maturities, interest rates,
terms and covenants of the bonds; establishing a bond redemption fund and a
project fund; and approving the sale and providing for the delivery of the bonds to
Seattle -Northwest Securities Corporation of Seattle, Washington.
THE CITY COUNCIL OF THE CITY OF BAINBRIDGE ISLAND, WASHINGTON,
DO ORDAIN AS FOLLOWS:
Section 1. Recitals. The City Council (the "Council") of the City of Bainbridge
Island, Washington (the "City") hereby makes the following findings and determinations:
1. The City is in need of funds with which to pay or reimburse the City for all or a
portion of the cost of certain (a) non -motorized transportation improvements; (b) road repairs
and related public works improvements; and (c) parks, open space and community center
improvements; all as described in Exhibit A, which is incorporated herein by this reference
(collectively, the "Projects"). The estimated cost of the Projects (including those costs funded
from sources other than bond proceeds) is approximately $2,735,000, and the City does not have
available sufficient funds to pay the cost.
2. The City has made capital expenditures for the Projects and has previously
expressed its intent that those capital expenditures are to be reimbursed out of proceeds of bonds or
short-term obligations to be issued by the City. The City's intent to be reimbursed is evidenced by
the City's Budget and Capital Facilities Plan for 2008, which was adopted by the City Council on
December 12, 2007 and January 23, 2008.
3. Seattle -Northwest Securities Corporation, of Seattle, Washington (the
"Purchaser"), has offered to purchase the Bonds under the terms and conditions set forth below
in the form of a bond purchase agreement (the "Bond Purchase Agreement").
Section 2. 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 2008
is $6,611,530,449. The City has outstanding general indebtedness evidenced by limited tax
general_ obligation bonds and leases in the principal amount of $22,565,970 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. The City has unlimited tax
5092]984.6
general obligation bonds outstanding in the principal amount of $7,130,000 incurred within the
additional limit of up to 2-1/2% of the value of the taxable property within the City for parks and
open space purposes, issued pursuant to a vote of the qualified voters of the City. The principal
amount of the Bond is $1,770,000, which is within the statutory and constitutional limits of
indebtedness prescribed for code cities.
Section 3. 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 $1,770,000 for general City purposes to pay the costs of the Projects and to pay
costs of issuance 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 4. Description of Bonds. The Bonds shall be called Limited Tax General
Obligation Bonds, 2008, of the City (the "Bonds"). They shall be issued in the aggregate
principal amount of $1,770,000; shall be dated the date of initial delivery to the Purchaser; 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 fiscal agent of
the State of Washington (as the same may be designated by the State of Washington from time to
time) (the "Bond Registrar") deems necessary for purposes of identification.
The Bonds shall bear interest (computed on the basis of a 360 -day year of twelve 30 -day
months) payable semiannually on each December 1 and June 1, commencing December 1, 2008;
to the maturity or earlier redemption of the Bonds; and shall mature on June 1 in years and
amounts and bear interest at the rates per annum as follows:
Maturity
Principal
Interest
Maturity
Principal
Interest
Year
Amount
Rate
Year
Amount
Rate
2009
$45,000
3.25%
2016
$ 75,000
3.75%
2010
65,000
3.25
2017
80,000
4.00
2011
65,000
3.25
2018
85;000
4.00
2012
70,000
3.25
**+
***
***
2013
70,000
3.25
2024
585,000
4.40
2014
70,000
3.50
***
***
***
2015
75,000
3.50
2028
485,000
4.50
The life of the capital facilities to be acquired with the proceeds of the Bonds exceeds the term of
the Bonds.
Section 5. 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
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 maybe exchanged for Bonds in any authorized
denomination of an equal aggregate principal amount and of the same interest rate and maturity.
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5GW3980.fi
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 ("DTC"). The Bonds so registered shall be
held in fully immobilized form by DTC as depository in accordance with the provisions of a
Blanket Issuer Letter of Representations dated December 10, 1998 between the City and DTC
(as it may be amended from time to time, the "Letter of Representations"). 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 as long as any Bonds are held in fully immobilized form, DTC, its nominee 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
nominee and, except for the purpose of the City's undertaking herein to provide continuing
disclosure, 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 depository 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.
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 6. 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 or, if requested in writing by a registered owner of $100,000 or more in
principal amount of Bonds prior to the applicable record date, by wire transfer on the interest
payment date to a bank located within the United States. Principal of the Bonds shall be payable
upon presentation and surrender of the Bonds by the registered owners to the Bond Registrar.
3
50923980.6
Notwithstanding the foregoing, for 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 7. Redemption Provisions and Open Market Purchase of Bonds. Bonds
maturing in the years 2009 through 2018, inclusive, shall be issued without the right or option of
the City to redeem those Bonds prior to their stated maturity dates. The City reserves the right
and option to redeem the Bonds maturing on or after June 1, 2024, prior to their stated maturity
dates at any time on or after June 1, 2018, as a whole or in part (within one or more maturities
selected by the City and randomly 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 the years 2024 and 2028 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 randomly (in such manner as the Bond
Registrar shall determine) at par plus accrued interest on June 1 in years and amounts as follows:
2024 Term Bonds
Mandatory
Mandatory Redemption
Redemption Year
Amount
2019
$ 85,000
2020
90,000
2021
95,000
2022
100,000
2023
105,000
2024*
110,000
(*maturity)
2028 Term Bonds
Mandatory
Mandatory Redemption
Redemption Year
Amount
2025
$115,000
2026
115,000
2027
125,000
2028*
130,000
(*maturity)
If the City redeems under the optional redemption provisions, purchases in the open
market or defeases Term Bonds, the par amount of the Term Bonds so redeemed, purchased or
defeased (irrespective of their actual redemption or purchase prices) shall be credited against one
or more scheduled mandatory redemption amounts for those Term Bonds. 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 at least 60 days prior to the earliest mandatory redemption date for that
maturity of Term Bonds for which notice of redemption has not already been given.
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 to the Bond Registrar, there shall be issued to the
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50921984.6
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 as long as the Bonds are registered in the name of
DTC or its nominee, selection of Bonds for redemption shall be in accordance with the Letter of
Representations.
Section 8. 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,
to Moody's Investors Service, Inc., to each NRMSIR or the MSRB and to such other persons,
including registered securities depositories (if any), and with such additional information as the
City Finance and Administrative Services Director shall determine, but these additional mailings
shall not be a condition precedent to the redemption of Bonds. Notwithstanding the foregoing,
for as long as the Bonds are registered in the name of DTC or its nominee, notice of redemption
shall be given in accordance with the Letter of Representations.
Section 9. 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.
Section 10. 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 It. 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
50923984.6
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, 2008, described in the Bond
Ordinance.
WASHINGTON STATE FISCAL AGENT
Bond Registrar
By [Authorized Signer]
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.
If any officer whose facsimile signature appears on the Bonds ceases to be an officer of
the City authorized to sign bonds before the Bonds bearing his or her facsimile signature are
authenticated or delivered by the Bond Registrar or issued by the City, those Bonds nevertheless
may be authenticated, 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 12. Bond Registrar. 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 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 13. 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
50923984.6
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.
Section 14. Small Governmental Issuer Arbitrage Rebate Exception and Designation
of Bonds as "Oualified 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 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) 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 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 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 "defeased Bonds") and to pay the
costs of the refunding or defeasance. If money and/or "government obligations" (as defined in
chapter 39.53 RCW, as now or hereafter amended) maturing at a time or times and bearing
interest in amounts (together with money, if necessary) sufficient to redeem and retire, refund or
defease the defeased 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 defeased 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 defeased 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 defeased 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.
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50923984,6
If the Bonds are registered in the name of DTC or its nominee, notice of any defeasance
of Bonds shall be given to DTC in the manner prescribed in the Letter of Representations for
notices of redemption of Bonds.
Section 16. Bond Fund and Deposit of Bond Proceeds. There is created and
established in the office of the Finance and Administrative Services Director a special fund
designated as the Limited Tax General Obligation Bond Fund, 2008 (the "Bond Fund"), for the
purpose of paying principal of and interest on the Bonds. 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 is created and established in the office of the City Finance and Administrative
Services Director a special fund designated as the 2008 Project Fund, (the "Project Fund"). The
principal proceeds and premium, if any, received from the sale and delivery of the Bonds shall be
paid into the Project 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 Project Fund and be spent for the purposes of that fund except that earnings
subject to a federal tax or rebate requirement may be withdrawn from the Project Fund and used
for those tax or rebate purposes.
Section 17. Approval of Bond Purchase Agreement. The Purchaser has presented the
Bond Purchase Agreement to the City offering to purchase the Bonds under the terms and
conditions provided in the Bond Purchase Agreement, which written Bond Purchase Agreement
is on file with the City Clerk and is incorporated herein by this reference. The City Council finds
that entering into the Bond Purchase Agreement is in the City's best interest and therefore
accepts the offer contained therein and authorizes its execution by City officials.
The Bonds will be printed at City expense and will be delivered to the purchaser in
accordance with the Bond Purchase Agreement, with the approving legal opinion of Foster
Pepper PLLC, municipal bond counsel of Seattle, Washington, regarding the Bonds.
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 September 2, 2008 (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. All
actions heretofore taken by the City in "deeming final" the Preliminary Official Statement and
authorizing the use and distribution by the Purchaser of the "deemed final" Preliminary Official
Statement in connection with the public offering for sale of the Bonds are hereby approved,
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50921984.6
ratified and confirmed. The City is authorized to deliver the final official statement to the
Purchaser in the manner required by the Bond Purchase Agreement.
Section 19. Undertaking to Provide Continuing Disclosure. To meet the requirements
of United States Securities and Exchange Commission ("SEC") Rule 150-12(b)(5) (the "Rule"),
as applicable to a participating underwriter for the Bonds, 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
("NRMSIR") and to a state information depository, if any, established in
the State of Washington (the "SID") annual financial information and
operating data of the type included in the final official statement for the
Bonds and described in subsection (b) of this section ("annual financial
information");
(ii) To each NRMSIR or the Municipal Securities Rulemaking
Board ("MSRB"), 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 subsection (b) of this
section.
(b) Type of Annual Financial Information Undertaken to be Provided.
The annual financial information that the City undertakes to provide ih
subsection (a) of this section:
(i) Shall consist of (I) annual financial statements prepared
(except as noted in the financial statements) in accordance with generally
accepted accounting principles applicable to Washington municipal
- - corporations such as the City, as such principles may be changed from
time to time, which statements shall not be audited, except, however, that
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5092)980.6
if and when audited financial statements are otherwise prepared and
available to the City they will be provided; (2) authorized, issued and
outstanding balance of general obligation bonds; (3) assessed valuation for
the fiscal year; and (4) ad valorem property tax rate and amount collected
in the fiscal year;
(ii) 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
may be changed as required or permitted by State law, commencing with
the City's fiscal year ending December 31, 2008; and
(iii) 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 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 information 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 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 learns of any failure to comply with the Undertaking, the
City will proceed with due diligence to cause such noncompliance to be corrected.
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No failure by the City or other obligated person to comply with the Undertaking
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.
(g) Designation of Official Responsible to Administer Undertaking.
The Finance and Administrative Services Director of the City (or such other
officer of the City who may in the future perform the duties of that office) or his
or her designee 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 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 subsection (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.
(h) Centralized Dissemination Agent. To the extent authorized by the
SEC, the City may satisfy the Undertaking by transmitting the required filings
using http://www.disclosureusa.org (or such other centralized dissemination agent
as may be approved by the SEC).
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509239846
Section 20. 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 and APPROVED by the Mayor of the City of Bainbridge
Island, Washington, at a regular open public meeting thereof, this 10`h day of September, 2008.
Mayor
ATTEST:
1�5a�.ir�rA� • h 97cSdi�
City Clerk
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509339846
Exhibit A— The Projects
Non -Motorized Transportation Improvements
3 Non -Motorized Transportation Improvements — Blakely Schools
Non motorized improvements to increase safety of walking & bicycling students (within approximately 1
mile of Blakely Schools).
339 Non -Motorized Transportation Improvements — Wilkes School Area
Construction of sidewalks on south side of Day Rd (approximately between N Madison and Vista Dr.).
126 Non -Motorized Transportation Improvements — SR 305 Shoulder Widening CO
Construction of non -motorized improvements on SR305 from Winslow Way to High School Rd.
761 Other Priority Non -Motorized Trail Easement Acquisition and Construction
Acquisition of easements for and construction of trails using trail priority recommendations from the
Non -motorized Advisory Committee.
Road Repairs and Public Works Improvements
33 Ft. Ward Hill Road Reconstruction Phase 1
Reconstruction and realignment of Ft Ward Hill Rd (approx. Country Club to Bolero), including but not
limited to construction of rock walls, bike lanes, and storm conveyance improvements.
704 North Madison: SR 305 to Day Rd
Construction of paved shoulders and related improvements along North Madison from Day Rd to SR 305,
including possible paths or trail improvements.
705 Eagle Harbor and Bucklin Hill Improvements: Wyatt to Blakely (Head of the Bay)
Maintenance — based shoulder widening program for "core" roadways to enhance non -motorized access
and connectivity island -wide.
742 Public Works Restroom Facility
Add additional toilets within the Public Works Shop to meet the volume and diversity of employees.
Parks. Open Space & Community Center Proiects
83 Open Space Improvements
Capital improvements on open space properties, which may include activities such as trail construction
and sign installation.
148 Waterfront Park Dock Repair (until replacement by project 156)
Repair and make improvements to existing dock facilities at Waterfront Park.
149 Waterfront Park Restrooms
Design & construct new restroom for waterfront park.
211 Strawberry Plant Park and Shoreline Restoration
Park improvements and shoreline/stream restoration.
117 Senior Center/Community Center Expansion Contribution
Capital improvements to remodel and/or expand the Senior Center/Commons building.
1
50913984.6
CERTIFICATION
I, the undersigned, City Clerk of the City of Bainbridge Island, Washington (the "City"),
hereby certify as follows:
I . The attached copy of Ordinance No. 2008-25 (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 September 10, 2008, as that ordinance appears on the
minute book of the City; and the Ordinance will be in full force and effect five days after
publication in the City's official newspaper; and
2. A quorum of the members of the City Council was present throughout the
meeting and a majority of those members present voted in the proper manner for the passage of
the Ordinance.
IN WITNESS WHEREOF, I have hereunto set my hand this 10`" day of September,
11:
CITY OF BAINBRIDGE ISLAND,
WASHINGTON
City Clerk
50923984.6