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' CITY OF BREMERTON, WASHINGTON
ORDINANCE NO. ,��
AN ORDINANCE of the City of Bremerton, Washington providing for
the issuance and sale of not to exceed $9,600,000 limited tax general obligation
bonds of the City to provide funds with which to pay a portion of the costs of
constructing a parking facility and purchasing and renovating a building to be
used as a municipal courthouse; providing for the additional pledge of the
proceeds of certain sales and use taxes; and providing for the terms of sale of the
bonds and other properly related matters.
Passed Apri121, 2010
This document prepared by.•
Foster Pepper PLLC
1111 Third Avenue, Suite 3400
Seattle, Washington 98101
(206) 447-4400
51058402.8
TABLE OF CONTENTS
Page
Section1 . Definitions ............................................................................................................... 3
Section2. Debt Capacity .......................................................................................................... 6
Section 3. Authorization and Description of Bonds ................................................................ 7
Section4. Bond Sale Resolution .............................................................................................. 8
Section 5. Registration and Transfer or Exchange of Bonds ................................................... 9
Section 6. Mutilated, Lost, Stolen and Destroyed Bonds ...................................................... 12
Section7. Payment of Bonds ...............................................................................:................. 13
Section 8. Redemption Provisions and Purchase of Bonds ................................................... 13
Section 9. Notice and Effect of Redemption ......................................................................... 15
Section10 . Failure To Pay Bonds ............................................................................................ 16
Section 11 . Pledge of Full Faith and Credit; Additional Pledges of Taxes ............................. 17
Section 12 . Form and Execution of Bonds .............................................................................. 17
Section13 . Bond Registrar ...................................................................................................... 19
Section 14 . Preservation of Tax Exemption for Interest on Taac-Exempt Bonds ..................... 20
Section 15 . Refunding or Defeasance of the Bonds ................................................................ 21
Section 16 . Bond Fund and Deposit of Bond Proceeds ........................................................... 22
Section17 . Sale of the Bonds .................................................................................................. 23
Section 18 . Undertaking to Provide Continuing Disclosure .................................................... 24
Section 19 . General Authorization ........................................................................................... 29
Section 20 . Effective Date of Ordinance ................................................................................. 29
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CITY OF BREMERTON, WASHINGTON
ORDINANCE NO. �'/v 9
AN ORDINANCE of the City of Bremerton, Washington providing for
the issuance and sale of not to exceed $9,600,000 limited tax general obligation
bonds of the City to provide funds with which to pay a portion of the costs of
constructing a parking facility and purchasing and renovating a building to be
used as a municipal courthouse; providing for the additional pledge of the
proceeds of certain sales and use taxes; and providing for the terms of sale of the
bonds and other properly related matters.
WHEREAS, the City of Bremerton, Washington (the "City"), is in need of funds with
which to finance the Projects (as defined in Section 1, below), and the City does not have
available sufficient funds to pay the costs;
WHEREAS, chapter 39.104 rRCW and RCW 82.14.505 and 82.14.510 authorize the
imposition of a local sales and use 'tax (the "LRF Tax") for the purpose of financing certain
public improvements located within a"revitalization area," upon the satisfaction of certain
conditions set forth therein. This local sales and use tax is credited against the sales and use tax
otherwise due to the State under chapters 82.08 and 82.12, resulting in no net change in tax rate
to the taxpayer; ,
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WHEREAS, the City Council previously adopted Ordinance No. 5088 on August 18,
2009, creating a Revitalization Area within the City and submitted its application, pursuant to
RCW 82.14.505 on August 25, 2009, to use Local Revitalization Financing (as defined in
Section 1 below) to finance the Projects;
WHEREAS, the Washington State Departrnent of Revenue approved the City's
application to use Local Revitalization Financing on September 16, 2009, granting a project
award in the amount of $330,000 per year;
WHEREAS, the City is adopting an ordinance on the date hereof imposing the LRF Tax,
to be collected beginning July 1, 2010, and expects to receive not to exceed $330,000 annually,
which funds may only be used to repay indebtedness issued to finance public improvements in
the revitalization area;
WHEREAS, the City has applied for a$2,500,000 federal grant for the Projects and if
such grant is received the amount of bonds issued will be reduced accordingly; and
WHEREAS, the City Council deems it to be in the best interests of the City to borrow
money by the issuance of limited tax general obligation bonds in a principal amount not to
exceed $9,600,000 in order to provide funds to finance the Projects and to pay costs of issuing
and selling the bonds; NOW, THEREFORE,
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THE CITY COUNCIL OF THE CITY OF BREMERTON, WASHINGTON, DO
ORDAIN AS FOLLOWS: �
Section 1. Definitions. As used in this ordinance, the following terms shall have the
following meanings:
"Bond Fund" means the Limited Tax General Obligation Bond Fund, 2010, created by
this ordinance for the payment of the Bonds.
"Bond Register" means the books or records maintained by the Bond Registrar
containing the name and mailing address of the owner of each Bond and the principal amount
and number of Bonds held by each owner.
`Bond Registrar" means the Fiscal Agent.
"Bond Sale Resolution" means the resolution or resolutions of the City Council adopted
pursuant to this ordinance to specify certain additional provisions of each series of the Bonds and
their sa1e.
"Bonds" means the limited tax general obligation bonds issued pursuant to and for the
purposes provided in this ordinance.
"Build America Bonds" means the Bonds of any series to which the City irrevocably
elects to have Section 54AA of the Code apply.
"City" means the City of Bremerton, Washington, a municipal corporation duly
organized and existing under and by virtue of the laws of the State. .
"City Council" means the City Council of the City, as duly and regularly constituted from
time to time.
"Code" means the United States Internal Revenue Code of 1986, as amended, and
applicable rules and regulations promulgated thereunder.
"DTC" means The Depository Trust Company, New York, New York.
"Finance Director" means the City Financial Services Director, or any other officer who
succeeds to substantially all of the responsibilities of that office specified in this ordinance.
"Fiscal AgenY' means the fiscal agent of the State, as the same may be designated by the
State from time to time.
"Letter of Representations" means the Blanket Issuer Letter of Representations dated
November 19, 1997, between the City and DTC, as it may be amended from time to time.
"Local Revitalization Financing" or "LRF" has the meaning given in RCW 39.104.020.
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"Local Revitalization Financing Tax" or I"LRF Tax" means the sales and use tax,
authorized by RCW 82.14.505 and .510, and impos� by an ordinance of the City adopted on the
date hereof.
"MSRB" means the Municipal Securities Rulemaking Board.
"Projects" means (1) the construction of two subsurface and two above-grade pazking
areas for approximately 250 parking stalls to provide multi-use parking for Puget Sound Nava1
Shipyard daytime workers, downtown Harborside retail, businesses and visitors to Memorial
Plaza and Harborside Fountain Park, (2) the Lions Park renovation and (3) purchasing and
renovating a building to be used as a municipal courthouse.
"Project Fund" means the Limited Tax General Obligation Project Fund, 2010, created by
this ordinance.
"Record Date" means, in the case of each interest or principal payment or redemption
date, the Bond Registrar's close of business on the 15�' day of the calendar month preceding the
interest or principal payment or redemption date.
"Registered Owner" means the person shown on the Bond Register as the owner of one
or more Bonds.
"Rule" means SEC Rule 15c2-12.
"SEC" means the United States Securities and Exchange Commission.
"State" means the State of Washington. .
"Tax-Exempt Bonds" means Bonds the interest on which is intended on the date of
issuance to be excluded from gross income for federal income tax purposes.
"Term Bonds" means any Bonds identified as such in the Bond Sale Resolution
specify�ing the provisions thereof, which Bond Sale Resolution requires that such Bonds be
purchased, redeemed, or paid prior to maturity in a schedule established thereby.
Section 2. Debt Capacitv. The assessed valuation of the taxable property within the
City as ascertained by the last preceding assessment for City purposes for the calendar year 2010
is $2,899,484,508, and as of February 28, 2010, the City has outstanding general indebtedness
evidenced by limited tax general obligation bonds, notes, leases and conditional sales contracts
in the principal amount of $16,302,185 incurred within the limit of up to 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, unlimited tax general obligation bonds in the principal amount of
$10,545,000 incurred within the limit of up to 2%Z% of the value of the taxable property within
the City for capital purposes only, no unlimited tax general obligation bonds incurred within the
additional limit of up to 2%2% of the value of the taxable property within the City for utility
purposes and no unlimited tax general obligation bonds incurred within the additional limit of up
to 2%2% of the value of the taxable property within the City for parks and open space purposes,
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issued pursuant to a vote of the qualified voters of the City, and the amount of indebtedness for
which bonds are authorized herein to be issued is not to exceed $9,600,000.
5ection 3. Authorization and Description of Bonds. For the purposes of paying all or
a portion of the cost of the Projects and issuing and selling the Bonds, and for other City
purposes approved by ordinance, the City is authorized to borrow money on the credit of the City
and issue negotiable limited tax general obligation bonds evidencing that indebtedness in the
maximum principal amount of not to exceed $9,600,000. The general indebtedness to be
incurred shall be within the limit of up to 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
Bonds may be issued in one or more series; may be combined with other general obligation
bonds authorized separately; shall be designated Limited Tax General Obligation Bonds and
have such year and series or other designation as determined by the Finance Director or as
specified by the Bond Sale Resolution consistent with the provisions of this ordinance; shall be
dated as specified by the Bond Sale Resolution; shall be issued in denominations of $5,000 or
any integral multiple thereof within a single maturity or such other denomination within a
maturity as specified by the Bond Sale Resolution; shall be numbered separately, in the manner
and with any additional designation as the Bond Registrar deems necessary for the purpose of
identification; and sha11 bear interest payable on the dates as specified by the Bond Sale
Resolution at such rate or rates as specified and approved in the Bond Sale Resolution, which
rate or rates shall be fixed and the net interest cost shall not exceed a weighted average rate of
8% per annum. The Bonds shall mature on the dates and in the years and amounts as specified
by the Bond Sa1e Resolution, except that the final maturity of any series of Bonds shall not
exceed 26 years from the date of issuance of such series. All or some of the Bonds may be Term
Bonds, as specified by the Bond Sale Resolution.
Section 4. Bond Sale Resolution. The City Council may adopt the Bond Sale
Resolution and in that resolution may provide for the matters described in this ordinance and
such other matters that the City Council deems necessary, appropriate, or desirable to carry out
the purposes of this ordinance.
The Bond Sale Resolution may provide for bond insurance, and may provide conditions
or covenants relating thereto, including additional terms, conditions, and covenants relating to
the Bonds that are required by the bond insurer and are consistent with the provisions of this
ordinance including, but not limited to, restrictions on inveshnents and requirements of notice to
and consent of the bond insurer. The Bond Sale Resolution may approve and authorize the
execution and delivery on behalf of the City of any other contracts and other documents
consistent with the provisions of this ordinance for which the City's approval is necessary or to
the establishment of the interest rate or rates on the Bonds. The Mayor and Finance Director are
each separately authorized to execute and deliver, on behalf of the City, any contracts and other
documents consistent with the provisions of this ordinance for which the City's approval is
necessary or to which the City is a party and that aze related or incidental to the issuance and sale
of the Bonds.
The Bond Sale Resolution may specify that a given series of Bonds is a series of Build
America Bonds, Tax-Exempt Bonds or taxable bonds.
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The City Council may determine and specify in the Bond Sale Resolution the amount, if
any, from the proceeds of the Bonds to be deposited into specified funds, subfunds, accounts and
subaccounts. In the absence of such a determination and specificarion in the Bond Sale
Resolution, the Finance Director may make such determination and specification.
Section 5. Registration and Transfer or Exchan�e of Bonds. The Bonds sha11 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 Registered Owner.
Bonds surrendered to the Bond Registrar may be exchanged for Bonds in any authorized
denomination of an equal aggregate principal amount and of the same series, interest rate, and
maturity. Bonds may be transferred only if endorsed in the manner provided thereon and
surrendered to the Bond Registrar. Any exchange or transfer shall be without cost to the owner
or transferee. The Bond Registraz shall not be obligated to exchange or transfer any Bond during
the 15 days preceding any principal payment or redemption date.
The Bonds initially sha11 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 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 Registraz to DTC). �
For as long as any Bonds aze held in fully immobilized form, DTC, its nominee or its
successor depository shall be deemed to be the Registered Owner for a11 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, sha11 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
subsritute depository shall be qualified under any applicable laws to provide the services
proposed to be provided by it.
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If (i) DTC or its successor (or substitute depository or its successor) resigns from its
functions as depository, and no substitute depository can be obtained, or (ii) the City determines
that the Bonds are to be in certificated form, the ownership of Bonds may be transferred to any
person as provided herein and the Bonds no longer shall be held in fully immobilized form.
Section 6. Mutilated, Lost, Stolen and Destroved Bonds. In case any Bonds sha11
become mutilated or be destroyed, stolen, or lost, the City may, if not then prohibited or
otherwise required by law, cause to be executed and delivered a new Bond of like amount, series,
interest rate, maturity date, and tenor in exchange and substitution for and upon the cancellation
of such mutilated Bonds, or in lieu of and in substitution for such destroyed, stolen or lost Bonds,
upon payment by the Registered Owner thereof of the reasonable expenses and charges of the
City and the Bond Registraz in connection therewith, and in the case of a Bond destroyed, stolen,
or lost, the filing with the Bond Registrar of evidence satisfactory to it that such Bonds was
destroyed, stolen, or lost, and of the ownership thereof, and furnishing the City and the Bond
Registraz with indemnity satisfactory to each of them. If the mutilated, destroyed, stolen, or lost
Bond already has matured or been called for redemption in accordance with its terms, it shall not
be necessary to issue a new Bond prior to payment. If the provisions of State law at any time
differ from the provisions of this section with respect to the requirements or procedures for
replacing or otherwise handling mutilated, lost, stolen or destroyed Bonds, then the provisions of
State law shall prevail.
Section 7. Payment of Bonds. Principal of, premium, if any, 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, drafts or warrants of the Bond Registrar, or, if requested in writing prior
to the Record Date by the Registered Owner of $1,000,000 or more in principal amount of
Bonds, by wire transfer on the payment date to Registered Owners of the Bonds as those
Registered Owners and their addresses and accounts appear on the Bond Registraz on the Record
Date (or other record date established in the Bond Sale Resolution). Principal of and premium, if
any, on the Bonds sha11 be payable at maturity or on such date as may be specified for prior
redemption upon presentation and surrender of the Bonds by the Registered Owners at the
designated corporate trust office or offices of the Bond Registrar. Notwithstanding the
foregoing, for as long as the Bonds are registered in the name of DTC or its nominee, payment of
principal of , premium, if any, and interest on the Bonds shall be made in the manner set forth in
the Letter of Representations.
Section 8. Redemption Provisions and Purchase of Bonds.
(a) Optional Redemption. All or some of the Bonds may be subject to redemption
prior to their stated maturity dates at the option of the City at the times and on the terms set forth
in the Bond Sale Resolution.
(b) Mandatorv Redemption. The City shall redeem any Term Bonds, if not redeemed
und'er the optional redemption provisions set forth in the Bond Sale Resolution or purchased
under the provisions set forth below, with the bonds to be redeemed selected in such other
manner as shall be set forth in the Bond Sale Resolution, at such prices, on the dates, and in such
years and principal amounts as set forth in the Bond Sale Resolution.
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If the City redeems any Term Bonds under the optional redemption provisions set forth in
the Bond Sale Resolution or purchases Term Bonds as set forth below, the Term Bonds so
redeemed or purchased (irrespective of their redemption or purchase prices) shall be credited at
the paz amount thereof against the remaining mandatory redemption requirements in a manner to
be determined by the Finance Director or, if no such determination is made, on a pro rata basis.
(c) Partial Redemption. Whenever less than a11 of the bonds of a single maturity of a
series are to be redeemed, the Bond Registraz shall select the Bonds or portions thereof to be
redeemed from the Bonds of that maturity in the manner set forth in the Bond Sale Resolution,
except that, for so long as the Bonds are registered in the name of DTC or its nominee, DTC
shall select the Bonds or portions thereof to be redeemed in accordance with the Letter of
Representations.
Portions of the principal amount of any Bond, in integral amounts of $5,000, may be
redeemed, unless otherwise provided in the Bond Sale Resolution. If less than all of the
principal amount of any Bond is redeemed, upon surrender of that Bond at the designated offices
of the Bond Registrar, there shall be issued to the Registered Owner, without chazge therefor, a
new Bond (or Bonds, at the option of the Registered Owner) of the same series, maturity, and
interest rate in any of the denominations authorized by the Bond Sale Resolution in the aggregate
total amount remaining unredeemed.
(d) Purchase. The City in the Bond Resolution may reserve 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.
Section 9. Notice and Effect of Redemption. While the Bonds aze held by DTC in
book-entry only form, any notice of redemption sha11 be given at the time, to the entity and in the
manner required by DTC in accordance with the Letter of Representations, and the Bond
Registrar shall not be required to give any other notice of redemption. If the Bonds cease to be
in book-entry only form, the City shall cause notice of any intended redemption of Bonds to be
given by the Bond Registraz 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 Registered
Owner of any Bond.
In the case of an optional redemption, the notice may state that the City retains the right
to rescind the redemption notice and the related optional redemption of Bonds by giving a notice
of rescission to the affected Registered Owners at any time prior to the scheduled optional
redemption date. Any notice of optional redemption that is so rescinded shall be of no effect,
and the Bonds for which the notice of optional redemption has been rescinded shall remain
outstanding.
Interest on Bonds called for redemption shall cease to accrue on the date fixed for
redemption unless the Bond or Bonds called aze not redeemed when presented pursuant to the
call. In addition, the redemption notice sha11 be mailed within the same period, postage prepaid,
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to the MSRB and to such other persons and with� such addirional information as the Finance
Director shall determine or as specified in the Bond; Sale Resolution, but none of these additional
mailings shall be a condition precedent to the redemption of Bonds.
Section 10. Failure To Pav Bonds. If any Bond is not paid 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, principal, premium,
if any, and interest, is paid in full or until sufficient money for its payment in full is on deposit in
the Bond Fund and that Bond has been called for payment by giving notice of that call to the
Registered Owner of that Bond.
Section 11. Pledge of Full Faith and Credit; Additional Pledg,es 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 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.
In addition, all amounts received by the City as a result of imposing the LRF Tasc aze
pledged, as necessary, to the payment of the Bonds.
Section 12. Form and Execution of Bonds. The Bonds sha11 be prepared in a form
consistent with the provisions of this ordinance, the Bond Sale Resolution and State law and
shall be signed by the Mayor and City Clerk, either or both of whose signatures may be manual
or in facsimile, and the seal of the City or a facsimile reproduction thereof shall be impressed or
printed thereon.
Only Bonds bearing a Certificate of Authentication in the following form, manually
signed by the Bond Registrar, shall be valid or obligatory for any purpose or entitled to the
benefits of this ordinance:
CERTIFICATE OF AUTHENTICATION
This Bond is one of the fully registered City of Bremerton, Washington,
Limited Tax General Obligarion Bonds, 2010 [Series], described in the Bond
Ordinance.
WASHINGTON STATE FISCAL AGENT
Bond Registrar
By /specimen/
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.
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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 13. Bond Re ig strar. 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 a11 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, the
Bond Sale Resolution, and this ordinance, to serve as the City's paying agent for the Bonds and
to carry out all of the Bond Registrar's powers and duties under this ordinance and the Bond Sale
Resolution.
The Bond Registrar sha11 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 14. Preservation of Tax Exemption for Interest on Tax-Exempt Bonds. The
City covenants that it will take all actions, consistent with the terms of the Tax-Exempt Bonds,
this ordinance, and the Bond Sale Resolution, reasonably within its power and necessary to �
prevent interest on the Taa�-Exempt Bonds from being included in gross income for federal
income tax purposes, and it will neither take any action nor make or permit any use of proceeds
of the Tax-Exempt Bonds or other funds of the City treated as proceeds of the Tax-Exempt
Bonds at any time during the term of the Tax-Exempt Bonds which will cause interest on the
Bonds to be included in gross income for federal income tax purposes.
The City also covenants that it will comply with the provisions of the Code that if
complied with would result in the interest on any Build America Bonds being excluded from
gross income for federal tax purposes but for the City's irrevocable election to have
Section 54AA of the Code apply to such Bonds.
The City further covenants that it will, to the extent the arbitrage rebate requirement of
Section 148 of the Internal Revenue Code of 1986, as amended (the "Code"), is applicable to any
series of the Bonds, take all actions necessary to comply (or to be treated as having complied)
with that requirement in connection with those Bonds, including the calculation and payment of
any penalties that the City has elected to pay as an alternative to calculating rebatable arbitrage,
and the payment of any other penalties if required under Section 148 of the Code.
Section 15. Refunding or Defeasance of the Bonds. The City may issue refunding
bonds pursuant to the laws of the State or use money available from any other lawful source to
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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 a11 such then-
outstanding Bonds (hereinafter collecrively called the "defeased Bonds") and to pay the costs of
the refunding or defeasance. If money andlor "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 "txust 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 sha11 cease and become void. The owners of defeased Bonds sha11 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 a11 of a
particulaz 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.
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. The Bond Fund is hereby
created and established in the office of the Finance Director as a special fund designated as the
Limited Tax General Obligation Bond Fund, 2010, for the purpose of paying principal of,
premium, if any, 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.
The Project Fund is also created and established in the office of the Finance Director, as a
special fund designated as the Limited Tax General Obligation Project Fund, 2010. 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 to pay the costs of the Projects and costs of issuance of the
Bonds. Until needed to pay such costs, the City may invest principal proceeds temporarily in
any legal inveshnent, 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. Sale of the Bonds. The Finance Director may provide for the sale of each
series of the Bonds (or any portion thereo fl by public sale or by a negotiated sale with an
undervvriter or other financial institution chosen through a selection process acceptable to the
Finance Director. The Finance Director is authorized to specify a date and time of sale of the
Bonds, to give notice of that sale, to determine any bid requirements and criteria for determining
the award of the bid, to provide for the use of an electronic bidding mechanism, and to specify
other matters in his or her determination necessary, appropriate or desirable to carry out the sale
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of the Bonds. The terms of that sale sha11 be consistent with this ordinance and the Bond Sale
Resolution and shall be confirmed by the Bond Sale Resolution.
If a series of Bonds is sold and issued as Build America Bonds, the Finance Director is
hereby authorized on behalf of the City to take such actions as are necessary or appropriate for
the City to receive from the United States Treasury the applicable federal credit payments in
respect of such Bonds.
CUSIP numbers will be printed on the Bonds if requested by the purchasers, but neither
failure to print CUSIP nuxnbers on any Bond nor error with respect thereto shall constitute cause
for a failure or refusal by the purchasers to accept delivery of and pay for the Bonds in
accordance with the purchase offer. All expenses in relation to the printing of CUSIP numbers
on the Bonds shall be paid by the City, but the fee of the CUSIP Service Bureau for the
assignment of those numbers shall be the responsibility of and shall be paid by the purchasers.
The City will cause the Bonds to be prepared, sealed and executed in a form and manner
consistent with the provisions of this ordinance, the Bond Sale Resolution and State law, and will
obtain the approving legal opinion of nationally recognized bond counsel.
Section 18. Undertaking to Provide Continuing Disclosure. To meet the requirements
of section (b)(5) of 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, to the MSRB, in an electronic format as prescribed by the MSRB,
accompanied by identifying information as prescribed by the MSRB:
(i) Annual financial information and operating data of the type
included in the final official statement for the Bonds and described in
subsection (b) of this section ("annual financial information");
(ii) 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 ca11s (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) 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.
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(b) Tvpe of Annual Financial Information Undertaken to be Provided. The annual
financial information that the City undertakes to provide in subsection (a) of this section:
(i) Sha11 consist of (1) annual financial statements prepazed
(except as noted in the financial statements) in accordance with generally
accepted accounting principles applicable to Washington municipalities,
as such principles may be changed from time to time, which statements
need not be audited, except, however, that 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 yeaz; and (4) regular
property tax levy rate and regular property tax levy rate limit and LRF
revenues for the fiscal year;
'(ii) Shall be provided not later than the last day of the ninth
month after the end of each fiscal year of the City (currently, a fiscal year
ending December 31), as such fiscal year may be changed as required or
permitted by State law, commencing with the City's fiscal year ending
December 31, 2010; and
(iii) May be provided in a single or multiple documents, and
may be incorporated by specific reference to documents available to the
public on the Internet website of the MSRB or filed with the SEC.
(c) Amendment of Undertakine. 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 undeiwriter; rating agency or the MSRB, under
the circumstances and in the manner permitted by the Rule. The City will give notice to the
MSRB of the substance (or provide a copy) of any amendment to the Undertaking and a brief
statement of the reasons for the amendment. If the amendment changes the type of annual
financial information to be provided, the annual financial information containing the amended
financial 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 sha11 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 Undertakins. The City's obligations under this Undertaking shall
terminate upon the legal defeasance of a11 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 the MSRB.
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( fl . Remedy for Failure to Complv 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. 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 Undertakin�. The Finance
Director (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.
Section 19. General Authorization. The Mayor and Finance Director and each of the
other appropriate officers of the City are each authorized and directed to do everything as in their
judgment may be necessary, appropriate, or desirable in order to carry out the terms and
provisions of, and complete the transactions contemplated by,, this ordinance. ��
Section 20 . Effective Date of Ordinance This ordinance shall become effective ten
days after its passage and publicarion as required by law.
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PASSED by the City Council the �� day of � f , 2010
NI FFO � ' ouncil President
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Approved this _�1�1'� day of , 2010 ,
� PATTY LE , ayor
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ATTEST: APPROVED AS TO FORM:
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CAROL TGE , City lerk Foster epper PLLC, as Bond Counsel
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PUBLISHED the G��U�` day of , 2010
EFFECTIVE the�day of , 2010
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CERTIFICATION '
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I, the undersigned, City Clerk of the City of Bremerton, Washington (the "City"), hereby
certify as follows: �
1. The attached copy of Ordinance No. ,���� (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 Apri121, 2010, as that ordinance appears on the
minute book of the City; and the Ordinance will be in full force and effect ten 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 thi day of ��
2010. � ---r �
CITY OF BREMERTON, WASHINGTON
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� Carol gen, City Cl
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AFFIDAVIT OF PUBLICATION
Account #42742 AD#260103
STATE OF WASHINGTON
COUNTY OF KITSAP
I, Laura Wessels, 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
KITSAP SLTN; 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, a weekly newspaper in 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 an advertisement as it was
published in regular issues (and not in supplement form) of said newspaper on the following date, to wit: A
Apri126, 2010 that such newspaper was regularly distributed to its subscribers during all of said period.
The full amount of the fee charged for the foregoing publication is the sum of $46.67. This amount has not
been paid in full.
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(Signature of Principal Clerk)
Subscribed and sworn to before me this day of April 30, 2010.
Notary Public in and for the State of Washington, Kitsap ounty. A SANDRA CAP S
Nptary Pubiic
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State of Washington
� �My Commissf�on� Ezpires
ORDINANCE NO. 5109 February 04, 2014
AN ORDINANCE of the City of Bremerton, Washington, providing for the issuance and sale of not to
exceed $9,600,000 limited tax general obligation bonds of the City to provide funds with which to pay a
portion of the costs of constructing a parking facility and purchasing and renovating a building to be used
as a municipal courthouse; providing for the additional pledge of the proceeds of certain sales and use
taxes; and providing for the terms of sale of the bonds and other properly related matters.
PASSED by the City Council of the 21 st day of April, 2010
The full text of this ordinance is available from the City Clerk's Office, 345 Sixth Street, Suite 600,
Bremerton, WA 98337.
Apri126, 2010 ............................Ad#20099959