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RESOLUTION NO. 3124
A Resolution of the City Council of the City of Bremerton,
Washington providing for certain terms and covenants relating to
the Limited T� General Obligation Bonds, 2010B (Taxable Build
America Bonds — Direct Payment) to provide funds with which to
pay a portion of the costs of constructing a parking facility, �
renovating a park and purchasing and renovating a building to be
used as a municipal courthouse.
WHEREAS the City Council (the "City Council") of the City of Bremerton, Washington
(the "City"), by Ordinance No.5109, passed on April21, 2010 (the "Bond Ordinance"),
authorized the issuance and sale of the City's Limited Tax General Obligation Bonds, 2010, in
the principal amount of not to exceed $9,600,000; and
WHEREAS, on May 28, 2010, the City issued its Limited T� General Obligation
Bonds, 2010 (Taxable Build America Bonds — Direct Payment) in the principal amount of
$6,910,000;
WHEREAS it is in the best interest of the City that a second series of Limited Tax
General Obligation Bonds be sold to D.A. Davidson & Co. (the "Purchaser") on the terms set
forth in the Bond Ordinance and this resolution; NOW, THEREFORE,
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF BREMERTON:
Section 1. Definitions. Except �as otherwise defined herein, capitalized terms used in
this resolution have the meanings set forth in the Bond Ordinance.
Section 2 . Terms of Bonds The Bonds shall be issued in a series of ta�cable build
America bonds designated the "Limited T� General Obligation Bonds, 2010B (Taxable Build
America Bonds — Direct Payment)" in the aggregate principal amount of $2,220,000 (the
"Bonds"). The Bonds shall mature on the dates and in the principal amounts and at the interest
rates as follows:
MaturiTy Date
(December 1) Principal Amounts Interest Rates
2413 $ 100,000 1.911 %
2014 100,000 2334
2020 645,000 3.900
2025 625,000 5.269
2030 750,000 6.041
,
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Interest on the Bonds shall be payable on June 1, 2011 and on each December 1 and
June 1 thereafter. The Bonds shall conform in all other respects to the terms and conditions
specified in the Bond Ordinance.
Optional Redemption. Bonds maturing in the years 2013 through 2020, inclusive, shall
be issued without the right or option of the City to redeem those Bonds prior to their stated
maturity dates. The City reserves the right and option to redeem the Bonds maturing on or after
December 1, 2021 prior to their stated maturity dates at any time on or after December 1, 2020,
as a whole or in part (within one or more maturities selected by the City), at par plus accrued
interest to the date fixed for redemption.
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.
Extraordinary Optional Redemption. The City additionally reserves the right and option
to redeem the Bonds prior to their stated maturity dates at any time prior to December 1, 2020, as
a whole or in part, upon the occurrence of an Extraordinary Event, at the Extraordinary Optional
Redemption Price.
An "Extraordinary Event" will have occurred if the City determines that a material
adverse change has occurred to Section 54AA or Section 6431 of the Code or there is any
guidance published by the Internal Revenue Service or the United States Treasury with respect to
such Sections or any other determination by the Internal Revenue Service or the United States
Treasury, which determination is not the result of any act or omission by the City to satisfy the
requirements to qualify to receive the 35% cash subsidy payment from the United States
Treasury, pursuant to which the City's 35% cash subsidy payment from the United States
Treasury is reduced or eliminated.
. "Extraordinary Optional Redemption Price" means the greater of (i) 100% of the
principal amount of the Bonds to be redeemed or (ii) the sum of the present values of the
remaining scheduled payments of principal of and interest to the earlier of (A) the stated maturity
date on the Bonds to be redeemed or (B) the next available date on which the Bonds may be
optionally redeemed at a price of par (plus accrued interest, if any), discounted (on a semi-annual
basis, assuming a 360-day year consisting of twelve 30-day months) to the date on which such
Bonds are to be redeemed at the Treasury Rate plus 50 basis points, plus, in each case, accrued
interest on the Bonds to be redeemed to the date fixed for redemption.
� '
"Treasury Rate" means, with respect to any date fixed for redemption for a particular
Bond, the yield to maturity as of such date of United States Treasury securities with a constant
maturity (excluding inflation indexed securities, and as compiled and published in the most
recent Federal Reserve Statistical Release H.15 (519) that has become publicly available as of
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the first Business Day that is at least 35 days prior to such scheduled redemption date or, if such
Statistical Release is no longer published, any publicly available source of similar market data)
most nearly equal to the period from such date to the stated maturity date of such Bond.
At the request of the City, the Extraordinary Optional Redemption Price shall be
determined by an independent accounting firm, investment banking firm or financial advisor
retained by the City at the City's expense.� Absent manifest error, such determination shall be
conclusive and binding on the City, the Bond Registrar and the Registered Owners, and neither
the City nor the Bond Registrar shall be liable far relying on such determination.
• Mandatory Redemption. The Bonds stated to mature on December 1 in the years 2020,
2025 and 2030 are Term Bonds and, if not optionally , redeemed, extraordinary optionally
redeemed, purchased or defeased in accordance with the Bond Ordinance, are subject to
mandatory redemption randomly (in such manner as the Bond Registrar shall determine) at a
redemption price equal to 100% of the principal amount thereof, plus accrued interest to the date
fixed for redemption, and without premium, on December 1 in the years and principal amounts
as follows:
Term Bonds Maturing in 2020
Year Principal Amount
2015 $ 100,000
2016 105,000
2017 105,000
2018 110,000
2019 110,000
2020* 115,000
* Maturity.
Term Bonds Maturing in 2025
Year Principal Amount
2021 $ 115,000
2022 120,000
2023 125,000
2024 130,000
2025 * 135,000
* Maturity.
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Term Bonds Maturing in 2030
Year Principal Amount
2026 � $ 140,000
2027 145,000
2028 150,000
2029 155,000 ,
2030* . 160,000
* Final maturity.
If the City shall redeem Term Bonds under the optional or extraordinary optional
redemption provisions set forth above or purchase Term Bonds in the open market as set forth in
the Bond Ordinance, the principal amount of the Term Bonds so redeemed or purchased
(irrespective of their actual redemption or purchase prices) shall be credited against one or more
scheduled mandatory redemption arnounts for those Term Bonds (as allocated by the City)
beginning not earlier than 60 days after the date of the optional redemption or purchase, and the
City shall promptly notify the Bond Registrar in writing of the manner in which the credit for the
Term Bonds so redeemed or purchased has been allocated.
Partial Redemption. If fewer than all of the outstanding Bonds of a single maturity are to
be redeemed prior to maturity, then (a) if the Bonds are in book-entry form at the time of such
redemption, the Bond Registrar shall instruct DTC to instruct the DTC Participants to select the
specific Bonds for redemption randomly within each maturity for the Bonds, and neither the City
nor the Bond Registrar shall have any responsibility to ensure that DTC or the DTC Participants
properly select such Bonds for redemption, and (b) if the Bonds are not in book-entry form at the
time of such redemption, on each date fixed for redemption, the Bond Registrar shall select the
specific Bonds for redemption randomly within each maturity for the Bonds. The portion of any
Bonds of a denomination more than $5,000 to be redeemed shall be in the principal amount of
$5,000 or any integral multiple thereof. The Bond Registrar shall select such portions of Bonds �
_ to be redeemed in such manner as the Bond Registrar in its discretion may deem to be fair and
appropriate. Notwithstanding the foregoing, for as long as the Bonds are registered in the name
of DTC or its nominee, selection of Bonds for redemption shall be in accordance with the Letter
of Representations.
Section 3. Election to Treat Bonds as "Build America Bonds"; T� Covenants. The
City hereby irrevocably elects to have Section 54AA of the Code apply to the Bonds so that the
Bonds are treated as"Build America Bonds," and further to have Subsection 54AA(g) of the
Code apply to the Bonds so that the Bonds are treated as"qualified bonds" with respect to which
the City will be allowed a credit payable by the United States Treasury to or to the order of the
City pursuant to Section 6431 of the Code in an amount equal to 35% of the interest payable on
the Bonds on each interest payment date. The City hereby authorizes and, directs the Financial
Services Director (or her designee) to take such actions and enter into such agreements as are
necessary or appropriate for the City to receive or cause to be received from the United States
Treasury the applicable federal credit payrnents in respect of the Bonds, including but not limited
to the timely filing with the Internal Revenue Service of Form 8038-CP —"Return for Credit
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Payments to Issuers of Qualified Bonds" in the manner prescribed by Internal Revenue Service
Notice 2009-26.
Section 4. A�proval of Documents. The City hereby approves the Preliminary
Official Statement for the Bonds that has been presented to the City and ratifies its use in
connection with the offering of the Bonds. The City further hereby approves the sale of the
Bonds to the Purchaser on the terms set forth in this resolution and in its contract dated the date
of this Resolution. The Mayor or Interim Director of Financial Services are hereby authorized to
sign the bond purchase contract relating to the Bonds.
Section 5. Authorization of Post Issuance Compliance Policy. The City Council
hereby authorizes the Interim Director of Financial Services to prepare and approve a post
issuance compliance policy in connection with the Bonds.
Section 6 . Severabilitv The covenants contained in this resolution shall constitute a
contract between the City and the owners of each Bond. If any one or more of the covenants or
agreements provided in this resolution to be performed on the part of the City shall be declared
by any court of competent jurisdiction to be contrary to law, then such covenant or covenants,
agreement or agreements, shall be null and void and shall be deemed separable from the
remaining covenants and agreements of this resolution and shall in no way affect the validity of
the other provisions of this resolution or of the Bonds.
Section 7. Ratification of Prior Acts. Any action taken consistent with the authority
of the Bond Ordinance or this resolution but prior to their effective dates are hereby ratified,
approved and confirmed. �
Section 8. Effective Date. This resolution shall be efFective after its adoption as
provided by law.
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ADOPTED by the City Council the 20�' day of October, 2010
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Approved this _C��ay of October, 2010
PATTY LE , ayor
�
,
.
ATTEST: APPROVED AS TO FORM:
� �, � � S
CAROL E , ity Cl k Foster epper PLLC, as Bond Counsel
P , 2010 �
the day of ,
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CERTIFICATION
I, the undersigned, City Clerk of the City of Bremerton, Washington (the "City"), hereby
certify as follows:
l. The attached copy of Resolution No. 3124 (the "Resolution") is a full, true and
correct copy of a resolution duly passed at a regular meeting of the City Council of the City held
at the regular meeting place thereof on October 20, 2010, as that resolution appears on the
minute book of the City; and the Resolution will be in full force and effect €�-d�
�,ti liratin in t1�p �`'tv' nff '�1 nP�a,cnanPr• an�j ( IMV1����
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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 Resolution.
IN WITNESS WHEREOF, I have hereunto set my hand this��� day of October, 2010.
CITY OF BREMERTON, WASHINGTON
/
City lerk
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