Loading...
HomeMy WebLinkAbout4756 CITY OF BREMERTON, WASHINGTON ORDINANCE NO. 4756 AN ORDINANCE of the City of Bremerton, Washington, relating to the incurrence of indebtedness; providing for the sale and issuance of $3,100,000 principal amount limited tax general obligation bonds, 2001, to pay part of the costs of constructing and equipping a new clubhouse facility and related facilities at the City's Gold Mountain Golf Complex; providing for the date, denominations, form, terms, registration privileges, maturity, interest rates and covenants of the bonds; establishing a debt service account for the bonds; and providing for the sale and delivery of such bonds to Banc of America Securities LLC, Seattle, Washington WHEREAS, the City of Bremerton (the "City") currently owns and operates the City's Gold Mountain Golf Complex (the "Golf Complex"), which contains two public golf courses; and WHEREAS, the current clubhouse facility at the Golf Complex is an outdated facility which is inadequate to meet the needs of the golfers and other users of the Golf Complex; and WHEREAS, the City Council has previously approved the design, construction and equipping of a new clubhouse and other related facilities at the Golf Complex (the "Project"); and WHEREAS, pursuant to chapter 39.53 RCW, the City is authorized to sell and issue, without an election, limited tax general obligation bonds of the City to finance all or part of the costs of such Project; and WHEREAS, the incurrence of such indebtedness by the City will not cause the total indebtedness of the City to be incurred without the assent of the voters of the City to exceed the limitations set forth in Chapter 39.36 RCW; and WHEREAS, the City deems it necessary and advisable that $3,100,000 in principal amount of Bonds now be s°ld and issued to provide funds for the Project; and WHEREAS, Banc of America Securities LLC has offered, by way of the Purchase Agreement, to purchase such limited tax general obligation bonds upon the terms and conditions hereinafter set forth; NOW, THEREFORE, THE CITY OF BREMERTON DOES ORDAIN AS FOLLOWS: Section 1. Definitions. Unless the context otherwise requires, the terms defined in this section, for all purposes of this Ordinance (including the recitals hereto) and of any ordinance supplemental hereto, shall have the meanings herein specified; words importing the singular number include the plural number and vice versa: "Beneficial Owner" means, with respect to any Bond, the Person named on the records of the Custodian as having the right, without a physical certificate evidencing such fight, to transfer, to hypothecate and to receive the payment of the principal of, premium, if any, and interest on such Bond as the same becomes due and payable. "Bond Account" means the 2001 Limited Tax General Obligation Bond Account in the City's Gold Mountain Golf Course Fund created by this Ordinance for the purpose of paying and securing the principal of and interest on the Bonds. "Bonds" means the City of Bremerton, Washington, Limited Tax General Obligation Bonds, 2001, dated March 1, 2001, in an original aggregate principal amount of $3,100,000, the sale and issuance of which are authorized by this Ordinance. "Bond Register" means the registration books on which are maintained the names and addresses of the owners or nominees of the owners of the Bonds. "Book-Entry Termination Date" means the fifth business day following the date of receipt by the Registrar of the City's request to terminate the book-entry system of registering the beneficial ownership of the Bonds. "City" means the City of Bremerton, Washington, a first class city, organized and existing under State law. "City Council" means the City Council of the City. "Closing" means the date and time when the Bonds are delivered to the Purchaser in exchange for payment in full therefor. "Code" means the Internal Revenue Code of 1986, as heretofore or hereafter amended, together with all applicable rulings and regulations heretofore or hereafter promulgated thereunder. "Custodian" means (a) The Depository Trust Company, New York, New York, or (b) any successor thereto engaged by the City to operate a book-entry system for recording, through electronic or manual means, the beneficial ownership of the Bonds, in which system no physical certificates are issued to the Beneficial Owners of the Bonds, but in which a limited number of physical certificates are issued to and registered in the name of the Custodian or its nominee, and delivered to the Custodian; provided, that such book-entry system operated by the Custodian may include the use of subsystems of recording the beneficial ownership of Bonds which are operated by parties other than the Custodian and the use of a nominee for the Custodian; and the term "Custodian," as used herein, includes any party operating any such subsystem. "Depositories" means the following registered securities depositories: (a) The Depository Trust Company, 711 Stewart Avenue, Garden City, New York 11530; (b) Midwest Securities Trust Company, Capital Structures-Call Notification, 440 South LaSalle Street, Chicago, Illinois 60605; and (c) Philadelphia Depository Trust Company, Reorganization Division, 1900 Market Street, Philadelphia, Pennsylvania 19103, Attention: Bond Department. "Government Obligations" means "government obligations," as defined in Chapter 39.53 RCW, as now in existence or hereafter amended. "Letter of Representations" means the Blanket Issuer Letter of Representations, dated November 19, 1997, between the City and the Custodian pertaining to the payment of the Bonds and the "book-entry" system for evidencing the beneficial ownership of the Bonds prior to ,the Book-Entry Termination Date. "MSRB" means the Municipal Securities Rulemaking Board. "NRMS1R" means a nationally recognized municipal securities information repository designated by the SEC. "Ordinance" means this Ordinance No. 4756 of the City. "Owner" means the person named as the registered owner of a Bond on the Bond Register. "Project" means the design, construction and equipping of a new clubhouse and related facilities, including, but not limited to, landscaping and parking. "Preliminary Official Statement" means the Preliminary Official Statement pertaining to the Bonds, dated February 13, 2001. "Purchase Agreement" means the Bond Purchase Agreement for the Bonds by and between the City and the Purchaser, which written Purchase Agreement is on file with the City Clerk and is incorporated herein by this reference. "Purchaser" means Banc of America Securities LLC. "RCW" means the Revised Code of Washington, as amended. "Registrar" means the fiscal agency of the State (as of the date of Closing, The Bank of New York), which fiscal agency is appointed from time to time by the State Finance Committee pursuant to chapter 43.80 RCW. "Rule" means SEC Rule 15c2-12. "SEC" means the United States Securities and Exchange Commission. "SID" means a state information depository. "State" means the State of Washington. Section 2. Purpose and Description of Bonds. The City authorizes the sale and issuance of its "Limited Tax General Obligation Bonds, 2001" for the purpose of paying part of the costs of the Project and to pay certain "incidental costs and costs related to the sale and issuance" (as defined in RCW 39.46.070) of the Bonds. The Bonds shall be in the aggregate principal amount of $3,100,000; shall be dated March 1,2001; shall be issued in fully registered form as to both principal and interest; shall be in the denomination of $5,000 each or any integral multiple thereof within a single maturity, shall be numbered separately in such manner and with any additional designation as the Registrar deems necessary for purposes of identification; and; shall bear interest at the rates; and shall mature on the dates and in the principal amounts, all as set forth below: Maturity Dates (December 1) Principal Amounts Interest Rates 2001 $ 75,000 4.125% 2002 105,000 4.125 2003 110,000 4.125 2004 115,000 4.125 2005 120,000 4.125 2006 125,000 4.125 2007 130,000 4.125 2008 135,000 4.200 2009 140,000 4.300 2010 145 000 4.400 2011 155.000 4.400 2012 160000 4.550 2013 170 000 4.650 2014 175 000 4.750 2015 185 000 4.850 2016 190 000 4.900 2017 200 000 4.950 2018 210 000 5.000 2019 220 000 5.050 2020 235 000 5.100 Bonds shall bear interest (computed on the basis of a 360-day year of twelve months) from their date or from the most recent interest payment date to which been paid or duly provided for, whichever is later, payable on June 1, 2001, semiannually thereafter on December 1 and June 1 of each year to the maturity or redemption thereof. If any Bond is not paid upon proper presentment at its date, the City shall have the obligation to pay interest at the same rate from and maturity date until such Bond, both principal and interest, is paid in full. Bonds shall be negotiable instruments to the extent provided by 8-102 and RCW 62A.8-105. the date of issue of the Bonds, all Bonds maturing in the same maturity year issued in the form of a single certificate, which certificate shall be registered in the name of the Custodian or its nominee, and delivered to the Custodian. The Custodian shall hold each such Bond certificate in fully immobilized form for the benefit of the Beneficial Owners pursuant to the Letter of Representations until the earliest to occur of either (1) the date of maturity of the Bonds evidenced by such certificate, at which time the Custodian shall surrender such certificate to the Registrar for payment of the principal of and interest on such Bonds coming due on such date, and the cancellation thereof, (2) the Book-Entry Termination Date; or (3) the date the City determines to utilize a new Custodian for the Bonds, at which time the old Custodian shall (provided the City is not then in default of any payment then due on the outstanding Bonds) surrender the immobilized certificates to the Registrar for transfer to the new Custodian and cancellation as herein provided. For so long as any outstanding Bonds are registered in the name of the Custodian or its nominee and held by the Custodian in fully immobilized form as described in this Section 2, the rights of the Beneficial Owners shall be evidenced solely by an electronic and/or manual entry made from time to time on the records established and maintained by the Custodian in accordance with the Letter of Representations, and no certificates evidencing such Bonds shall be issued and registered in the name of any Beneficial Owner or such Beneficial Owner's nominee. The City may terminate the "book-entry" system of registering ownership of the Bonds at any time (provided the City is not then in default of any payment then due on the outstanding Bonds) by delivering to the Registrar: (a) a written request that it issue and deliver Bond certificates to each Beneficial Owner or such Beneficial Owner's nominee on the Book-Entry Termination Date; (b) a list identifying the Beneficial Owners as to both name and address; and (c) a supply of Bond certificates, if necessary for such purpose. Upon surrender to the Registrar of the immobilized certificates evidencing all of the then outstanding Bonds, the Registrar shall issue and deliver new certificates to each Beneficial Owner or such Beneficial Owner's duly appointed agent, naming such Beneficial Owner or such Beneficial Owner's nominee as the Owner thereof. Such certificates may be in any integral multiple of $5,000 within a single maturity. Following such issuance, the Owners of such Bonds may transfer and exchange such Bonds in accordance with Section 10 hereof. Neither the City nor the Registrar shall have at any time any responsibility or liability to any Beneficial Owner of Bonds or to any other person for any error, omission, action or failure to act on the part of the Custodian with respect to payment, when due, to the Beneficial Owner of the principal and interest on the Bonds, proper recording of beneficial ownership of Bonds, proper transfers of such beneficial ownership, or any notices to Beneficial Owners or any other matter pertaining to the Bonds. Section 3. Place, Manner and Medium of Payment. Both the principal of and interest on the Bonds shall be payable in lawful money of the United States of America. Prior to the Book-Entry Termination Date, the principal and interest on the Bonds shall be paid by the Registrar to the Custodian as the Owner thereof, for the benefit of the Beneficial Own, ers thereof, in accordance with the Letter of Representations. From and after the Book-Entry Termination Date, interest on the Bonds shall be paid by check or draft mailed on or before the interest payment date, to the persons identified as the Owners on the fifteenth day of the month preceding the interest payment date at the addresses shown for the Owners on the Bond Register. From and after the Book-Entry Termination Date, principal of the Bonds shall be payable upon presentation and surrender of the Bonds by the Owners at the principal corporate trust office of the Registrar. Section 4. Optional Redemption; Partial Redemption; Notice; Open Market Purchase; Cancellation. The Bonds maturing in the years 2001 through 2011, inclusive, shall not be subject to redemption prior to maturity. The Bonds maturing on or after December 1,.2012 shall be subject to redemption prior to maturity at the option of the City, in whole or in part on any date (maturities to be selected by the City and by lot within a maturity in such manner as the Registrar shall determine), commencing on December 1, 2011, at a price of par plus accrued interest to the date of redemption. Any Bond in the principal amount of greater than $5,000 may be partially redeemed in any integral multiple of $5,000. Prior to the Book-Entry Termination Date, Bonds shall be partially redeemed in accordance with the Letter of Representations. From and after the Book-Entry Termination Date, in the event of a partial redemption of a Bond, upon surrender of such Bond at the principal corporate trust office of the Registrar, a new Bond or Bonds (at the option of the Owner) of the same maturity and interest rate and in the aggregate principal amount remaining unredeemed shall be authenticated and delivered to the Owner, without charge to the Owner therefor, in any denomination authorized by this Ordinance and selected by the Owner. Prior to the Book-Entry Termination Date, the Registrar shall give, or cause to be given, notice of a call for redemption of any Bonds to the Custodian, as the Owner thereof, for the benefit of the Beneficial Owners thereof, in accordance with the Letter of Representations. From and after the Book-Entry Termination Date, notice of any such intended redemption shall be given by or on behalf of the City not less than 30 nor more than 60 days prior to the date fixed for redemption by first-class mail, postage prepaid, to the Owner of each Bond to be redeemed at the address appearing on the Bond Register on the day the notice is given. The requirements of this section shall be deemed to be complied with when notice is mailed as herein provided, whether or not it is actually received by the Owner. In addition, such redemption notice shall be mailed within the same time period, postage prepaid, to the Depositories, to each NRMSIR and to MBIA Insurance Corporation or their respective successors, but such mailings shall not be a condition precedent to the redemption of such Bonds. If such notice to the Owners shall have been given and the City shall have set aside sufficient money for the payment of all Bonds called for redemption on the date fixed for redemption, the Bonds so called shall cease to accrue interest after such redemption date, and all such Bonds shall be deemed not to be outstanding hereunder for any purpose, except that the Owners of such Bonds shall be entitled to receive payment of the redemption price and interest accrued on the principal of the Bonds to the redemption date from the money set aside for such purpose. The City reserves the right to purchase any or all of the Bonds on the open market at any time and at any price. All Bonds purchased or redeemed by the City shall be surrendered to the Registrar for cancellation. Section 5. Debt Limit Not Exceeded. The City finds and covenants that the Bonds are issued within all constitutional and statutory debt limitations presently applicable to the City. Section 6. Pledge of Full Faith, Credit and Resources. The Bonds are limited tax general obligations of the City. The City hereby irrevocably covenants to include in its budgets and to make annual levies of taxes within the constitutional and statutory tax limitations provided by law without a vote upon all property within the City subject to taxation in amounts which, together with any other money legally available therefor, shall be sufficient to pay the principal and interest on the Bonds as the same shall become due. The City hereby irrevocably pledges its full faith, credit and resources to the annual levy and collection of such taxes and for the prompt payment of such principal and interest. Further, the City pledges to the payment of principal of and interest on the Bonds the revenue generated by green fees paid at the Golf Complex, less operating and maintenance expenses of the Golf Complex. The City hereby irrevocably covenants that the annual tax provided for herein to be levied for the payment of the principal of and interest on the Bonds shall be within and as a part of the tax levy permitted the City without a vote of the people and that a sufficient portion of each such annual tax levy to be made so long as the Bonds are outstanding, together with any other money legally available therefor, shall be and is hereby set aside, pledged and appropriated for the payment of the principal of and interest on the Bonds as the same shall become due. Section 7. Form of Bonds. The Bonds shall be typewritten, printed or lithographed on good bond paper in a form consistent with this ordinance and Washington law. 10 Section 8. Execution of Bonds. The Bonds shall be signed on behalf of the City with the facsimile or manual signatures of the Mayor and the City Clerk, and shall have the seal of the City impressed or a facsimile thereof imprinted thereon. In case either or both of the officers who shall have executed any Bond shall cease to be such officer or officers of the City before the Bond so signed shall have been authenticated or delivered by the Registrar or issued by the City, such Bond nevertheless may be authenticated, delivered and issued and upon such authentication, delivery and issuance, shall be as binding upon the City as though those who signed the same had continued to be such officers of the City. Any Bond also may be signed and attested on behalf of the City by such persons as at the actual date of execution of such Bond shall be the proper officers of the City although at the original date of such Bond such persons were not such officers of the City. Section 9. Authentication and Delivery of Bonds by Registrar. The Registrar is authorized and directed, on behalf of the City, to authenticate and deliver Bonds initially issued or transferred or exchanged in accordance with the provisions of such Bonds and this Ordinance. Only such Bonds as shall bear thereon a "Certificate of Authentication" manually executed by an authorized signatory of the Registrar shall be valid or obligatory for any purpose or entitled to the benefits of this Ordinance. Such Certificate of Authentication shall be conclusive evidence that the Bonds so authenticated have been duly executed, authenticated and delivered hereunder and are entitled to the benefits of this Ordinance. The Registrar shall be responsible for its representations contained in the Certificate of Authentication on the Bonds. Section 10. Registration; Transfer and Exchange. The Registrar shall keep, or cause to be kept, the Bond Register at its principal corporate trust office. The City and the Registrar, each in its discretion, may deem and treat the Owner of each Bond as the absolute owner thereof for all purposes, and neither the City nor the Registrar shall be affected by any notice to the contrary. Payment of any such Bond shall be made only as described in Section 3 hereof, but such registration may be transferred as herein provided. All such payments made as provided in Section 3 hereof shall be valid and shall satisfy and discharge the liability of the City upon such Bond to the extent of the amount or amounts so paid. The registered ownership of any Bond may be transferred. Prior to the Book- Entry Termination Date, the beneficial ownership of the Bonds may only be transferred on the records established and maintained by the Custodian. On and after the Book-Entry Termination Date, no transfer of any Bond shall be valid unless it is surrendered at any principal corporate trust office of the Registrar, with the assignment form appearing on such Bond duly executed by the Owner or such Owner's duly authorized agent, in a manner satisfactory to the Registrar. Upon such surrender, the Registrar shall cancel the surrendered Bond and shall authenticate and deliver, without charge to the Owner or transferee therefor (other than any governmental fees or taxes payable on account of such transfer), a new Bond or Bonds (at the option of the new Owner), of the same maturity and interest rate and for the same aggregate principal amount, in any authorized denomination, naming as Owner the person or persons listed as the assignee on the assignment form appearing on the surrendered Bond, in exchange for such surrendered and cancelled Bond. 12 On and after the Book-Entry Termination Date, any Bond may be surrendered at the principal corporate trust office of the Registrar and exchanged, without charge, for an equal aggregate principal amount of Bonds, in any authorized denomination. The Registrar shall not be obligated to transfer or exchange any Bond during the 15 days preceding an interest or principal payment or redemption date. The Registrar may become the Owner of any Bond with the same rights it would have if it were not a Registrar and, to the extent permitted by law, may act as depository for and permit any of its officers or directors to act as a member of, or in any other capacity with respect to, any committee formed to protect the rights of the Owners of the Bonds. The City covenants that, until all Bonds shall have been surrendered and cancelled, it will maintain a system of recording the ownership of each Bond that complies with the provisions of the Code. Section 11. Mutilated, Lost, Stolen or Destroyed Bonds. If any Bond becomes mutilated, lost, stolen or destroyed, the Registrar may authenticate and deliver a new Bond of the same maturity and interest rate and of like tenor and effect in substitution therefor, all in accordance with law. If such mutilated, lost, stolen or destroyed Bond has matured, the City at its option, may pay the same without the surrender thereof. However, no such substitution or payment shall be made unless and until the applicant shall furnish (a) evidence satisfactory to the Registrar of the destruction or loss of the original Bond and of the ownership thereof, and (b) such additional security, indemnity or evidence as may be required by or on behalf of the City. No substitute Bond shall be furnished unless the applicant shall reimburse the City and the Registrar for their respective expenses in the furnishing thereof. Any such substitute Bond so furnished shall be equally and proportionately entitled to the security of this Ordinance with all other Bonds issued hereunder. Section 12. Defeasance. If money and/or "Government Obligations" (as such obligations are defined in Chapter 39.53 RCW, as now in existence or hereafter amended) maturing at such times(s) and bearing such interest to be earned thereon (without any reinvestment thereof) as will provide a series of payments which shall be sufficient, together with any money initially deposited, to provide for the payment of the principal of and interest on all or a portion of the Bonds, when due in accordance with their terms in accordance with a refunding plan adopted by the City, are set aside in a special fund (hereinafter called the "trust account") to effect such payment and are pledged irrevocably for the purpose of effecting such payment, then no further payments need be made into the Bond Account for the payment of the principal of and the interest on such Bonds, the Owners thereof shall cease to be entitled to any lien, benefit or security of this Ordinance except for the right to receive the money and the principal and interest proceeds on the obligations set aside in the trust account, and such Bonds shall no longer be deemed to be outstanding hereunder. 14 Section 13. Sale of the Bonds. The Purchaser has presented the Purchase Agreement to the City pursuant to which the Purchaser has offered to purchase the Bonds, under the terms and conditions provided in the Purchase Agreement, which written Purchase Agreement is on file with the City Clerk and is incorporated herein by this reference. The City Council finds that entering into the Purchase Agreement is in the City's best interest and therefore accepts the offer contained in the Purchase Agreement and authorizes the execution of the Purchase Agreement by City officials. The Bonds will be prepared at City expense and will be delivered to the Purchaser in accordance with the terms of the Purchase Agreement with the approving legal opinion of the City's bond counsel relative to the issuance of the Bonds printed on each Bond or attached thereto. Bond counsel has not been engaged to participate in the preparation or review of, or express any opinion concerning the completeness or accuracy of the official statement or other disclosure documentation used in connection with the offer or sale of the Bonds by any person, and bond counsel's opinion shall so state. Bond counsel has not been retained to monitor, and shall not be responsible for monitoring, the City's compliance with any federal law or regulations to maintain the tax-exempt status of the interest on the Bonds. Section 14. Delivery of Bonds; Temporary_ Bonds. The proper City officials, including the City Treasurer, are authorized and directed to execute and/or approve, as appropriate, all documents, including but not limited to, the final Official Statement pertaining to the Bonds and the commitment from MBIA Insurance Corporation for the issuance of an insurance policy for the Bonds, and to do everything necessary for the preparation and delivery of a transcript of proceedings pertaining to the Bonds, and the 15 printing, execution and prompt delivery of the Bonds to the Purchaser and for the proper application and use of the proceeds of the sale thereof. If definitive Bonds are not ready for delivery by the date established for Closing, the City Treasurer, upon the approval of the Purchaser, may cause to be issued and delivered to the Purchaser one or more temporary Bonds with appropriate omissions, changes and additions. Any temporary Bond or Bonds shall be entitled and subject to the same benefits and provisions of this ordinance with respect to the payment, security and obligation thereof as definitive Bonds authorized hereby. Such temporary Bond or Bonds shall be exchangeable without cost to the Owners thereof for definitive Bonds when the latter are ready for delivery. Section 15. Establishment of Bond Account; Application of Bond Proceeds. There is hereby created and established in the office of the City Treasurer a special fund to be designated as the "2001 Limited Tax General Obligation Bond Account" (the "Bond Account"), to be created within the City's Gold Mountain Golf Course Fund (the "Golf Course Fund"). The accrued interest on the Bonds received by the City upon the sale of the Bonds, if any, shall be deposited into the Bond Account and shall be applied to the payment of interest coming due on the Bonds. All of the remaining net proceeds of the Bonds shall be deposited by the City into the Golf Course Fund to pay the costs of the Project, incidental costs thereto and costs of issuance of the Bonds. Section 16. Tax-Exemption and Bank Qualification. The City covenants that it will not take or permit to be taken on its behalf any action that would adversely affect the exclusion of the interest on the Bonds from gross income for purposes of federal income taxation, and will take or require to be taken such acts as may be permitted by Washington law and as may from time to time be required under applicable law to continue the exclusion of the interest on the Bonds from gross income for purposes of federal income taxation. Without limiting the generality of the foregoing, the City will not invest or make or permit any use of the proceeds of the Bonds or of its other money at any time during the term of the Bonds which would cause the Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Code. The Bonds are intended to qualify for the $5,000,000 small governmental issuer exception to the arbitrage rebate requirement, set forth in the Code. The City covenants that, if the City issues more than $5 million in tax-exempt bonds in the calendar year 2001, it will calculate or cause to be calculated, and shall rebate to the United States, all earnings from the investment of Bond proceeds that are in excess of the amount that would have been earned had the yield on such investments been equal to the yield on the Bonds, plus income derived from such excess earnings, to the extent and in the manner required by Section 148 of the Code. The City has not been notified of any listing or proposed listing by the Internal Revenue Service to the effect that the City is a bond issuer the arbitrage certifications of which may not be relied upon. The City will take no actions and will make no use of the proceeds of the Bonds or any other funds held under this ordinance which would cause any Bond to be treated as a "private activity bond" (as defined in Section 141 (b) of the Code) subject to treatment under said Section 141(b) as an obligation not described in Section 103(a) of the Code, unless the tax exemption thereof is not affected. 17 The City hereby designates the Bonds as "qualified tax-exempt obligations" for purposes of Section 265 of the Code (relating to the deduction by financial institutions of the interest incurred to carry tax-exempt debt), and authorizes and directs the proper City officials to execute and deliver all documents necessary to evidence such designation to any and all interested parties. The City further covenants not to issue more than $10,000,000 of such "qualified tax-exempt obligations" during 2001. Section 17. Preliminary Official Statement Declaration. The City has been provided with copies of the Preliminary Official Statement, prepared in connection with the sale of the Bonds. For the sole purpose of the Purchaser's compliance with Securities and Exchange Commission Rule 15c2-12(b)(1), the City "deems final" the Preliminary Official Statement, as of its date, except for the omission of information on offering prices, interest rates, selling compensation, delivery dates, ratings, other terms of the Bonds dependent on such matters. Section 18. Undertaking to Provide Continuing Disclosure. This section constitutes the City's written undertaking for the benefit of the Owners and the Beneficial Owners of the Bonds required by subsection (d)(2)(ii) of the Rule. The City hereby agrees to provide or cause to be provided to each then existing NRMSIR and to the SID, if one is created, the following annual financial information and operating data (collectively, the "Annual Financial Information") for each prior fiscal year, commencing with the fiscal year ending December 31, 2001, on or before the last day of the ninth month following the end of such prior fiscal year: (a) Annual financial statements prepared in accordance with the generally accepted accounting principles applicable to governmental units, as such principles may 18 be changed from time to time and as permitted by state law; which statements will not be audited, except that if and when audited financial statements are otherwise prepared and available to the City, they will be provided (the "Annual Financial Statements"); (b) Authorized, issued and outstanding balance of general obligation bonds; (c) The assessed valuation for the fiscal year (d) The regular property tax levy rate and regular property tax levy rate limit for the fiscal year; and (e) A narrative explanation of the reasons for any amendments to this Section 18 made during the previous fiscal year and the impact of such amendments on the Annual Financial Information being provided. In its provision of such Annual Financial Information, the City may cross-reference to any "final official statement" (as defined in the Rule) available from the MSRB or any other documents theretofore provided to each then existing NRMSIR or the SID, if one is created. The City further agrees to provide or cause to be provided, in a timely manner, to the SID, if one is created, and to either the MSRB or each then existing NRMSIR, notice 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; 19 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 the Owners of the Bonds; 8. Optional redemptions of the Bonds; 9. Defeasances of the Bonds; 10. Release, substitution or sale of property securing repayment of the Bonds; and 11. Rating changes. After the issuance of the Bonds, so long as the interests of the Owners or Beneficial Owners of the Bonds will not be materially impaired thereby, as determined by a party unaffiliated with the City (including, without limitation, a trustee for the Owners, nationally recognized bond counsel or other counsel familiar with the federal securities law), or pursuant to a favorable "no-action letter" issued by the SEC, this Section 18 may only be amended in connection with any change in legal requirements, change in law, or change in the identity, nature or status of the obligated person, or type of business conducted, and only in such a manner that the undertaking of the City, as so amended, would have complied with the requirements of the Rule at the time of the primary offering, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances. The City's obligations to provide Financial Information and notices of certain events shall terminate without amendment upon the defeasance, prior redemption or 20 payment in full of all of the then outstanding Bonds. This Section 18 or any provision hereof, shall be null and void if the City (i) obtains an opinion of nationally recognized bond counsel or other counsel familiar with the federal securities laws to the effect that those portions of the Rule which require this Section 18 or any such provision are invalid, have been repealed retroactively or otherwise do not apply to the City; and (ii) notifies and provides the SID, if any, and either the MSRB or each then existing NRMSIR with copies of such opinion. The right of each Owner and Beneficial Owner of Bonds to enforce the provisions of this Section 18 shall be limited to the right to obtain specific enforcement of the City's obligations under this Section 18, and any failure by the City to comply with the provisions of this undertaking shall not be a default with respect to the Bonds under this Ordinance. The City Treasurer is authorized and directed to take such further action on behalf of the City as may be necessary, appropriate or convenient to carry out the requirements of this Section 18. Section 19. Contract; Severability. The covenants contained in this ordinance shall constitute a contract between the City and the Owners of each and every Bond. The City unconditionally covenants that it will keep and perform all of the covenants of the Bonds and this Ordinance. If any one or more of the provisions of this Ordinance shall be declared unconstitutional or invalid for any reason, such decision shall not affect the validity of the remaining provisions of this Ordinance or the Bonds, and this Ordinance and the Bonds shall be construed and enforced as if such unconstitutional or invalid provision had not been contained herein. 21 Section 20. Effective Date. This Ordinance shall take effect and be in full force ten days after passage and publication of an approved summary, consisting of the title. APPROVED by the City Council of the City of Bremerton, Washington, the t~t~th day of February, 2001. PASSED by the City Council of the City of Bremerton, Washington, this 21st day of February, 2001. ~O~ LAW, Council President APPROVED this/.~Lday of ~, 2001. LYNN HORTON, Mayor ATTEST: Kathleen McCluskey, City Clerk APPROVED AS TO FORM: PUBLISHED: o1-,,,i EFFECTIVE DATE: ORDINANCE NO. 4756 22 ORDINANCE NO. 4756 SUMMARY AN ORDINANCE of the City of Bremerton, Washington, relating to the incurrence of indebtedness; providing for the sale and issuance of $3,100,000 principal amount limited tax general obligation bonds, 2001, to pay part of the costs of constructing and equipping a new clubhouse facility and related facilities at the City's Gold Mountain Golf Complex; providing for the date, denominations, form, terms, registration privileges, maturity, interest rates and covenants of the bonds; establishing a debt service account for the bonds; and providing for the sale and delivery of such bonds to Banc of America Securities LLC, Seattle, Washington Approved by the City Council of the City of Bremerton on the 13th day of February, 2001. Passed by the City Council of the City of Bremerton on the 21st day of February, 2001. The full text of this ordinance is available from the City Clerk's Office, 239 4th Street, Bremerton, WA 98337. c . AFFIDAVIT OF PUBLICATION County of Kitsap, State of Washington No. 119264 I, Melinda Monroe, being first duly sworn on oath, deposes and says: That she is now, and at all times embraced in the publication herein mentioned was the principal clerk of the printers and publishers of THE SUN; that said newspaper has been approved as a legal newspaper by order ofthe Superior Court of the County of Kitsap, in which County it is published and is now and has been for more than six months prior to the date of the publication hereinafter referred to, published in the English language continually as a daily newspaper in Bremerton, Kitsap County, Washington, and is now and during all of said time, was printed in an office maintained in the aforesaid place of publication of said newspaper; that the following is a true text of a legal advertisement as it was published in regular issues (and not in supplement form) of said newspaper on the following dates, to wit: February 26 2001; and that such newspaper was regularly distributed to its subscribers during all of said period. That the full amount of the fee charged for the foregoing publication is the sum of $46.31 which amount has not been paid in full. ~~ '::2- 1/V\~lbL (Signature of Principal Clerk) Subscribed and sworn to before me this day of March 08,2001 \\\\I\\lIl//fOII \\\ \ III ,,\\ ~ 6 LA T 7" II/,- ~ ~ .......... ~ $' ~ ...... ..... ~ r\"". 111 J .11.++' 2 C)/ O\P-.RY..... S WliJ7U ~:::: :~ '2 ~-z..::: : 30.0 : 0 ::: ::: ": I' 0:'1-:::: ._. ,\. r,.. '_ -::: (f", pue" .. v" ~~ /- .... .... ~ .:::: '-;:. "1" .............. --0 ,':- -:,. rJ:-- ",? V /.:rl " 0 F" \J'J r" \" II11 ' \\\\ II I; Ii/III \ \ \ \ ,\' Notary Public in and for the State of Washington, Kitsap County. ORDINANCE NO. 4756' SUMMARY' AN ORDINANCE of the City of Bremerton, Washington, relating to the incurrence of indebtedness; providing for the sale and issuance of $3, 100,000 principal amount limited tax general obligation bonds, 2001, to pay part of the costs of constructing and equipping a new clubhouse facility and related facilities at the City's Gold Mountain Golf Complex; providing for the date, denominations, form, terms, registration privileges, maturity, interest rates and covenants of the bonds; establishing a debt service account for the bonds; and providing for the sale and delivery of such bonds to Bane of America Securities LLC, Seattle, Washington- Approved by the City Council of the City of Bremerton on the 13th day of February, 2001.- Passed by the City Council of the City of Bremerton on the 21st day of February, 2001.- The full text of this ordinance is available from the City Clerk's Office, 239 4th Street, Bremerton, W A 98337.- February 26, 2001- - #119264-