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HomeMy WebLinkAbout4846CITY OF BREMERTON, WASHINGTON AN ORDINANCE of the City of Bremerton, Washington, relating to the incurrence of indebtedness; approving the documents relating to and authorizing the issuance by the City of its WEEKLY RATE DEMAND REVENUE BONDS, 2003 (Kitsap Regional Conference Center Parking Garage), in the principal amount not to exceed $11,750,000, to pay part of the costs of constructing and equipping a parking garage and public plaza in connection with the Kitsap Regional Conference Center; establishing a parking system and parking system revenue fund to secure the bonds; establishing a project account; authorizing the publication and distribution of an official statement pertaining to such bonds; authorizing the negotiated sale of such bonds; authorizing the execution of certain of said documents and said bonds on behalf of the City and other actions necessary or desirable to consummate the sale of such bonds. WHEREAS, the City Council of the City of Bremerton (the "City") has determined that the construction of a new regional conference center (the "Kitsap Regional Conference Center") to be located adjacent to the Bremerton Ferry Terminal together with certain related amenities, including a parking facility (the "Parking Garage"), a restaurant, public transit related facilities, a hotel, pedestrian-oriented retail space, pedestrian-oriented public spaces (the "Plaza Areas") and professional office space will contribute to the region's economy and will benefit the residents of the City; and WHEREAS, the Parking Garage will provide needed parking facilities for residents of the City and other members of the public visiting the Kitsap Regional Conference Center and its related facilities; and WHEREAS, the City receives revenues from certain City-owned parking facilities, on street parking meters and parking violations; and WHEREAS, the City is authorized by chapters 35.41 and 39.46 RCW to issue revenue bonds secured by such revenues to finance the construction of the Parking Garage; and WHEREAS, the City deems it necessary and advisable that revenue bonds in the principal amount not to exceed $11,750,000 be sold and issued to provide funds to pay part of the costs of constructing and equipping the Parking Garage including constructing the Plaza Areas, pay interest on such bonds during construction and up to six months thereafter and paying incidental costs and costs related to the sale and issuance of such bonds; and WHEREAS, the payment of the principal of and interest on the bonds to be issued will be supported by a letter of credit to be issued by Bank of America, N.A.; and WHEREAS, it is deemed necessary and advisable that certain documents necessary in order for the City to issue and sell the bonds be authorized; 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: "Additional Bonds" means one or more series of additional parity bonds of the City issued as permitted pursuant to the Indenture. "Bank" means Bank of America, N.A. "Bond Fund" means the fund of that name created pursuant to Section 7.01 of the Indenture for the purpose of paying and securing the principal of and interest on the Bonds. "Bonds" means the 2003 Bonds and any Additional Bonds issued pursuant to the Indenture. "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. "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. "Date of Issue" means the date when the 2003 Bonds are delivered to the Purchaser in exchange for payment in full therefor "Indenture" means the Trust Indenture, dated as of February 1, 2003, by and between the City and the Trustee, including any indentures supplemental or amendatory thereto made in conformity therewith. "Letter of Credit" means the irrevocable, direct-pay letter of credit delivered to the Trustee by the Bank pursuant to the Reimbursement Agreement, and shall include any amendments and extensions thereof. "Letter of Representations" means the Letter of Representations, between the City and The Depository Trust Company as Custodian pertaining to the payment of the 2003 Bonds and the "book-entry" system for evidencing the beneficial ownership of the 2003 Bonds prior to the termination date of such book-entry system. 2 "Net Revenue" means the Revenues of the Parking System less the Operating and Maintenance Expenses. "Operating and Maintenance Expenses" means all reasonable expenses, such as lighting, concrete repair and painting, incurred by the City in causing the Parking System to be operated and maintained in good repair, working order and condition, but excluding (a) depreciation, (b) any City-imposed taxes or payments in lieu of taxes, (d) management fees to third parties, (e) other costs of collection of parking fees, including but not limited to expense, if any, of having City employees collect parking fees and other administrative overhead and (f) debt service on any obligations payable from the Revenues of the Parking System. "Owner" means the person named as the registered owner of a Bond on the registration books for the Bonds. "Parking Garage" means the parking facility associated with the Kitsap Regional Conference Center. "Parking System" means the existing parking facilities and lots of the City, which is comprised of the following properties: Roosevelt lots, City parking garage, Fifth and Park lot and the Craven lots, all metered on-street parking in the City and all fees collected from parking violations, together with all additions thereto and betterments and extensions thereof heretofore or hereafter made, including the Parking Garage. "Plaza Areas" means the pedestrian-oriented public spaces associated with the Parking Garage and the Kitsap Regional Conference Center. "Purchase Agreement" means the Bond Purchase Agreement for the Bonds by and between the City and the Underwriter. "RCW" means the Revised Code of Washington, as amended. "Reimbursement Agreement" means the Initial Reimbursement Agreement, dated the February 1, 2003, by and between the City and the Bank, including any amendments thereto made in conformity therewith. "Reimbursement Obligations" means all amounts owing from time to time by the City to the Bank under the Reimbursement Agreement. "Remarketing Agent" means (a) Banc of America Securities LLC or (b) any successor remarketing agent for the Bonds appointed in accordance with the Indenture. "Remarketing Agreement" means the Remarketing Agreement, dated February 1, 2003, by and among the City, the Trustee and the Remarketing Agent providing for, among other things, the orderly remarketing of Bonds following tenders and purchase as provided herein. "Revenue Fund" means the Parking System Revenue Fund created in this Ordinance. "Revenues of the Parking System" means all the earnings and revenue received by the Parking System from any source whatsoever, except general ad valorem taxes, grants from the state or federal governments and bond proceeds. "State" means the State of Washington. "Trustee" means U.S. Bank National Association, as trustee, paying agent, registrar, authenticating trustee and transfer agent, all in accordance with the Indenture, or any successor thereto under the Indenture. "2003 Bonds" means the City of Bremerton, Washington Weekly Rate Demand Revenue Bonds, 2003 (Kitsap Regional Conference Center Parking Garage), dated the Date of Issue, in a principal amount not to exceed $11,750,000. "2003 Project" means the payment of part of the costs of constructing and equipping the Parking Garage, including constructing the Plaza Areas, payment of interest on the 2003 Bonds during construction and for six months thereafter and payment of the incidental costs and costs of issuing the 2003 Bonds. "2003 Project Account" means the "2003 Bond Project Account (Parking Garage)" in the Conference Center Capital Improvement Fund (Fund 301) of the City. "2003 Project Costs" shall include all costs relating to the 2003 Project, including, but not limited to, all costs for the completion of the development, design, permitting and construction of the 2003 Project, including all labor, material, and equipment used or incorporated in such design and construction, all amounts paid to the general contractor, other contractors and subcontractors, services provided by architects, engineers, environmental consultants, surveyors and other professionals and consultants retained by the City in connection with the 2003 Project, insurance, bonds, applicable state and local retail sales, business and occupation and other taxes, payments of capitalized interest on the 2003 Bonds during construction and six months thereafter, any contingency, costs incidental thereto and costs of issuing the 2003 Bonds. "Underwriter" means Banc of America Securities LLC. Section 2. Purpose and Description of 2003 Bonds. The City authorizes the sale and issuance of its "Weekly Rate Demand Revenue Bonds, 2003" for the purpose of paying part of the costs of the 200.3 Project. The 2003 Bonds shall be in a principal amount not to exceed $11,750,000 and shall have the provisions and conditions, including date, denominations, number, interest rate, maturity, and redemption as shall be provided in the Indenture. Section 3. Establishment of Revenue Fund; Priority of Payments; Pledge of Revenues. There is hereby created and established a Parking System for the City (the "Parking System") to consist of the existing parking facilities and lots of the City, all metered on-street parking in the City and all fees collected from parking violations, together with all additions thereto and betterments and extensions thereof heretofore or hereafter made, including the Parking Garage. There is hereby created and established in the office of the Finance Director a special fund to be designated as the "Parking System Revenue Fund" (the "Revenue Fund"). The City shall deposit the Revenues of the Parking System into the Revenue Fund. The City will use, pay out and distribute the Revenues of the Parking System in the following order of priority: (a) To pay Operating and Maintenance Expenses; (b) To make payments into the Bond Fund in order to meet the required debt service payments on the Bonds or to pay Reimbursement Obligations as provided in the Indenture; (c) To meet the required debt service on any revenue bonds issued having a charge and lien on the Revenues of the Parking System junior to the 2003 Bonds and Additional Bonds; and (d) To pay management fees or other costs of collection of parking fees, including but not limited to the expenses, if any, of having City employees collect parking fees and other administrative overhead related to the Parking System, subject to restrictions in the Reimbursement Agreement; and (e) To redeem and retire any then outstanding revenue bonds or to purchase any or all of those bonds in the open market, or to make necessary betterments and replacements of or repairs, additions or extensions to the Parking System, or to transfer to the Street Fund or Park Fund of the City as authorized by the City Council or for any other lawful purpose. The Revenues of the Parking System are hereby pledged for the payment of the 2003 Bonds and any Additional Bonds which may be issued hereafter. This pledge shall constitute a lien and charge upon such Revenues of the Parking System prior and superior to any other liens and charges whatsoever, subject only to Operating and Maintenance Expenses, and to a parity lien pledge to the Bank to secure the Reimbursement Obligations. Section 4. Other Covenants of the City. The City covenants and agrees with the Owners of each of the Bonds and the Bank as follows: (a) The City shall maintain, preserve and keep the Parking System in good repair, and operate the Parking System in an efficient manner and at a reasonable cost. (b) The City shall not incur any obligations secured by a lien on the Revenues of the Parking System that is superior to the lien and pledge of the Revenues securing the Bonds, other than a parity lien pledge to the Bank to secure the Reimbursement Obligations. Nothing herein contained shall prevent the City from issuing revenue bonds or other obligations which are a charge upon the Revenues of the Parking System junior or inferior to the charge of the Bonds upon the Revenues of the Parking System. (c) To the extent that insurance coverage is available with responsible insurers, the City shall keep the Parking System and the operation thereof insured against the risks of direct physical loss, damage or destruction, and against accidents, casualties or negligence, including liability insurance and employer's liability, at least to the extent that similar insurance is usually carded by cities operating like properties (such insurance may include a program of self insurance). (d) The City will keep proper and separate accounts and records in which complete and separate entries shall be made of all transactions relating to the Parking System, and it will fumish the Owner(s) of the Bonds, at the written request of such Owner(s), complete operating and income statements of the Parking System in reasonable detail covering any calendar year not more than 120 days after the close of such calendar year and it will grant any Owner(s) of at least twenty-five percent of the outstanding Bonds the right at all reasonable times to inspect the entire Parking System and all records, accounts and data of the City relating thereto. Upon request of any Owner of any of the Bonds, it also will furnish to such Owner a copy of the most recently completed audit of the City's accounts by the State Auditor of Washington. (e) The City may sell, transfer or otherwise encumber or dispose of any or all of the properties, facilities or other part of the Parking System or any real or personal property comprising a part of the System only consistent with one or more of the following: (1) The City in its discretion may carry out such a sale, transfer or disposition ' (each, as used in this subparagraph, a "transfer") if the facilities or property transferred are not material to the operation of the Parking System, or shall have become unserviceable, inadequate, obsolete or unfit to be used in the operation of the Parking System or are no longer necessary, material or useful to the operation of the Parking System; or (2) The City in its discretion may carry out such a transfer if the aggregate depreciated cost value of the facilities or property being transferred under this subparagraph (2) in any fiscal year comprises no more than 3% of the total assets of the Parking System; or (3) The City in its discretion may carry out such a transfer, subject to any restrictions in the Reimbursement Agreement, if the City receives from the transferee an amount equal to the greater of the following: (A) An amount which will be in the same proportion to the net amount of Bonds then outstanding (defined as the total amount of the Bonds less the amount of cash and investments in the Bond Fund and accounts therein) that the Revenues of the Parking System from the portion of the Parking System sold or disposed of for the preceding year bears to the Revenues of the Parking System for that period; or (B) An amount which will be in the same proportion to the net amount of Bonds then outstanding (as defined above) that the Net Revenue from the portion of the Parking System sold or disposed of for the preceding year bears to the total Net Revenue for such period; or (C) An amount equal to the fair market value of the portion of the Parking System transferred. As used herein, "fair market value" means the most probable price that a property should bring in a competitive and open market under all conditions requisite to a fair sale, the willing buyer and willing seller each acting prudently and knowledgeably and assuming that the price is not affected by coercion or undue stimulus. The proceeds of any transfer under this subparagraph (3) shall be used first, to promptly redeem, or irrevocably set aside for the redemption of, Bonds and pay all Reimbursement Obligations, and, if any proceeds remain, second, to provide for part of the cost of additions to and betterments and extensions of the Parking System. Section 5. Approval of Documents Pertaining to Issuance of 2003 Bonds. (a) The City hereby authorizes, accepts and approves all the terms and conditions of the following documents in substantially the forms available to the City on this date, which documents authorize, inter alia, (i) the issuance of the 2003 Bonds in an aggregate principal amount not to exceed $11,750,000 to provide part of the funds necessary for the 2003 Project; (ii) the appointment of the Trustee to serve as such for the benefit of the Owners of the 2003 Bonds; (iii) the establishment by the Trustee of a "Bond Fund" as a special fund for the payment of and security for the 2003 Bonds; (iv) the appointment of Banc of America Securities LLC, as the initial Remarketing Agent; (v) the pledge of Revenues of the Parking System to the Owners of the Bonds and the Bank, as security for and to pay debt service on the 2003 Bonds and the Reimbursement Obligations; (vi) in the event the Revenues of the Parking System are insufficient to pay the Reimbursement Obligations, the general obligation pledge to the Bank, subject to an aggregate limit on such general obligation payments not to exceed $5,870,000 over the term of the Bonds; and (vii) the pledge of the proceeds of the 2003 Bonds in the 2003 Project Account as further security for the Reimbursement Obligations: (1) The Indenture; and (2) The Reimbursement Agreement; and (3) The Letter of Credit; and (4) The Remarketing Agreement; and (5) The Letter of Representations. Section 6. Sale of 2003 Bonds. The City hereby authorizes and directs the Finance Director of the City to negotiate the sale of the 2003 Bonds to the Underwriter to accomplish the 2003 Project. The 2003 Bonds shall be sold pursuant to the Purchase Agreement in substantially the form available to the City on this date, the terms and conditions of which the City hereby accepts and approves. The 2003 Bonds shall be in the aggregate principal amount, mature on such dates, bear interest at such rates per annum, be subject to redemption and/or prepayment, bear such date(s), and be sold at such purchase price as are set forth in the Purchase Agreement, provided that: (a) The principal amount of the 2003 Bonds shall not exceed $11,750,000; (b) The initial Weekly Rate for the 2003 Bonds shall not exceed 5.50%; and (c) The final maturity of the 2003 Bonds shall be no later than December 1, 2028. The City authorizes and directs either the Mayor or the Finance Director of the City to execute, for and on behalf of the City, a Purchase Agreement in substantially the form available to the City on this date and conforming to the requirements of this Ordinance, and to deliver the same to the Underwriter. Section 7. Establishment of 2003 Project Fund, Application of 2003 Bond Proceeds. There is hereby created and established in the office of the Finance Director a special account in the Conference Center Capital Improvement Fund (Fund 301) of the City to be known as the "2003 Project Account (Parking Garage)." On the Date of Issue, immediately upon receipt of the net proceeds of the 2003 Bonds from the Trustee, such proceeds shall be deposited by the City into the 2003 Project Account to pay the 2003 Project Costs. Section 8. Authorization to Conform, Execute and Deliver Documents and the 2003 Bonds and to Consummate Sale. The Finance Director and the Mayor of the City, or either of them acting alone, are each hereby authorized and directed to execute, for and on behalf of the City, and to deliver to the parties entitled to executed copies of the same, the Indenture, the Reimbursement Agreement, the Remarketing Agreement, the Letter of Representations, the Official Statement and all other certificates, documents and other papers which, in the judgment of either the Finance Director or the Mayor of the City are necessary to the issuance, sale and delivery of the 2003 Bonds for the 2003 Project, in each case, with such additions, deletions and modifications as are hereafter deemed by the Finance Director or the Mayor of the City (whoever actually executes such documents) to be necessary to conform such documents to the Purchase Agreement and to each other, and/or to be in the best interests of the City. The Mayor and the City Clerk are hereby authorized and directed to execute, for and on behalf of the City, each and every 2003 Bond, in substantially the form set forth in the Indenture and in the manner set forth in the Indenture. The Finance Director and the Mayor of the City, or either of them acting alone, are hereby authorized and directed to take such other actions to consummate the sale of the 2003 Bonds as may be necessary or desirable, as contemplated by the Purchase Agreement, including, but not limited to, the approval, publication, execution and distribution of an Official Statement pertaining to the 2003 Bonds, as contemplated by the Purchase Agreement. Section 9. Contract; Severabilit¥. 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. Section 10. 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 ~ day of January, 2003. PASSED by the City Council of the City of Bremerton, Washington, this ~O~ay of January, 2003. C6ilncil President APPROVED this ~0 day of January, 20~ ~ Cary Bozen~an, Mayor ATTEST: t~ /l~athl~n-1'~I~iu~l~e~, City Cl~rk /- ti/~ APPROVED AS TO FORM: Judith Andrews, Bond Counsel PUBLISHED: o,0- ~-0 3 EFFECTIVE DATE: o~O- l,:2 - 0 '~ ORDINANCE NO. t'tt ~ (a 9 AFFIDAVIT OF PUBLICATION County of Kitsap, State of Washington No. 100043052 I, Valerie Zoller, 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 of the 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 2, 2003 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.$69.22 amount has not been paid in full. I . (Signature of Principal Clerk) Subscribed and sworn to before me this day of February 10, 2003 Notary Public in and for the State of Washington, Kitsap County. ORDINANCE NO. 4846' AN ORDINANCE of the City of Bremerton, Washington, relating to the incurrence of indebtedness; approving the documents relating to and authorizing the issuance by the City of its WEEKLY RATE DEMAND REVENUE BONDS, 2003 (Kitsap Regional Conference Center Parking Garage), in the principal amount not to exceed $11,750,000, to pay part of the costs of constructing and equipping a parking garage and public plaza in connection with the Kitsap Regional Conference Center; establishing a parking system and parking system revenue fund to secure the bonds; establishing a project account; authorizing the publication and distribution of an official statement pertaining to such bonds; authorizing the negotiated sale of such bonds; authorizing the execution of certain of said documents and said bonds on behalf of the City and other actions necessary or desirable to consummate the sale of such bonds.- Approved by City Council January 22, 2003- Passed by City Council January 29, 2003- The full text of this ordinance is available at the City of Bremerton, City Clerk's Office, 239 Fourth Street, Bremerton, WA 98337.- February 2, 2003° · #100043052-