HomeMy WebLinkAbout5191 CITY OF BREMERTON, WASHINGTON
ORDINANCE NO 5/9
AN ORDINANCE of the City of Bremerton, Washington, relating to
contracting indebtedness, providing for the issuance of not to exceed $6,200,000
par value of Limited Tax General Obligation Refunding Bonds, 2012, to refund
the City's portion of the Kitsap County Consolidated Housing Authority Revenue
Bonds, 2003 (Bremerton Government Center), and delegating authority to the
Mayor or Director of Financial Services to approve the final terms of the bonds
Passed August 15, 2012
This document prepared by
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TABLE OF CONTENTS
Page
Section 1 Definitions 1
Section 2 Recitals and Findings 3
Section 3 Debt Capacity 4
Section 4 Purpose and Authorization of Bonds 4
Section 5 Description of Bonds 4
Section 6 Bond Registrar, Registration and Transfer of Bonds 5
Section 7 Form and Execution of Bonds 6
Section 8 Payment of Bonds 7
Section 9 Redemption Provisions and Open Market Purchase of Bonds 7
Section 10 Failure To Redeem Bonds 8
Section 11 Pledge of Taxes 8
Section 12 Tax Matters 8
Section 13 Refundmg or Defeasance of the Bonds 9
Section 14 Bond Fund and Deposit of Bond Proceeds 10
Section 15 Refunding of the Refunded Bonds 10
Section 16 Findings with Respect to Refunding 11
Section 17 Undertaking to Provide Continuing Disclosure 11
Section 18 Sale of Bonds 14
Section 19 Official Statement 14
Section 20 Supplemental Ordinances 15
Section 21 General Authorization and Ratification 15
Section 22 Severability 15
Section 23 Effective Date of Ordinance 15
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CITY OF BREMERTON, WASHINGTON
ORDINANCE NO
AN ORDINANCE of the City of Bremerton, Washington, relating to
contracting indebtedness, providing for the issuance of not to exceed $6,200,000
par value of Limited Tax General Obligation Refunding Bonds, 2012, to refund
the City's portion of the Kitsap County Consolidated Housing Authority Revenue
Bonds, 2003 (Bremerton Government Center), and delegating authority to the
Mayor or Director of Financial Services to approve the final terms of the bonds
THE CITY COUNCIL OF THE CITY OF BREMERTON, WASHINGTON, DO
ORDAIN AS FOLLOWS
Section 1 Definitions As used in this ordinance, the following words shall have the
following meanings
(a) "Acquired Obligations" means those United States Treasury Certificates
of Indebtedness, Notes, and Bonds - -State and Local Government Series and other direct,
noncallable obligations of the United States of America purchased to accomplish the refunding
of the Refunded Bonds as authorized by this ordinance
(b) "Authorized Denomination" means $5,000 or any integral multiple thereof
within a maturity
(c) `Beneficial Owner" means the owner of any beneficial interests in the
Bonds
(d) "Bond Fund" means the Limited Tax General Obligation Refunding Bond
Fund, 2012, created by this ordinance for the payment of the Bonds
(e) "Bond Register" means the books or records maintained by the Bond
Registrar for the purpose of identifying ownership of the Bonds
(f) "Bond Registrar" means the Fiscal Agent
(g) "Bonds" means the not to exceed $6,200,000 par value Limited Tax
General Obligation Refunding Bonds, 2012, of the City issued pursuant to and for the purposes
provided in this ordinance
(h) "City" means the City of Bremerton, Washington, a municipal corporation
duly organized and existing under the laws of the State
(1) "City Council" means the governing body of the City, acting in its
legislative capacity
0) "Code" means the United States Internal Revenue Code of 1986, as
amended, and applicable rules and regulations promulgated thereunder
(k) "DTC" means The Depository Trust Company, New York, New York
(1) "Fiscal Agent" means the fiscal agent of the State, as the same may be
designated by the State from time to time
(m) "KCCHA" means the Kitsap County Consolidated Housing Authority,
doing business as Housing Kitsap
(n) "KCCHA 2003 Bonds" means the $16,975,000 original par amount Kitsap
County Consolidated Housing Authority Revenue Bonds, 2003 (Bremerton Government Center)
(o) "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
(p) "MSRB" means the Municipal Securities Rulemaking Board
(q) "Owners" means, without distinction, the Registered Owner(s) and the
Beneficial Owner(s)
(r) "Real Estate Contract" means the Real Estate Contract and Security
Agreement dated as of March 1, 2003 between the City and KCCHA
(s) "Refunded Bonds" means all or a portion of the City's portion of the
KCCHA 2003 Bonds, maturing in the years 2013 through 2034, inclusive, issued pursuant to
Ordinance No 2886 and the Real Estate Contract, the refitndmg of which has been provided for
by this ordinance
(t) "Ref indmg Plan" means
(a) the placement of sufficient proceeds of the Bonds which,
with other money of the City, if necessary, will acquire the Acquired
Obligations to be deposited, with cash, if necessary, with the Refunding
Trustee,
(b) the payment of the principal of and interest on the
Refunded Bonds when due up to and including July 1, 2013, and the call,
payment, and redemption on July 1, 2013, of all of the then - outstanding
Refunded Bonds at a price of par, and
(c) the payment of the costs of issuing the Bonds and the costs
of carrying out the foregoing elements of the Refunding Plan
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(u) "Refunding Trust Agreement" means a Refunding Trust Agreement
between the City, KCCHA and the Refunding Trustee
(v) "Refunding Trustee" means the trustee or escrow agent or any successor
trustee or escrow agent serving as refunding trustee to carry out the Refunding Plan
(w) "Registered Owner" means the person in whose name a Bond is registered
on the Bond Register For so long as the City utilizes the book —entry system for the Bonds under
the Letter of Representations, Registered Owner shall mean DTC
(x) "Rule 15c2 -12" means Rule 15c2 -12 promulgated by the SEC under the
Securities Exchange Act of 1934, as amended
(y) "SEC" means the United States Securities and Exchange Commission
(z) "State" means the State of Washington
(aa) "Term Bonds" mean those Bonds of any principal maturity that are subject
to mandatory redemption or for which mandatory sinking fund payments are required
(bb) "Undertaking" means the continuing disclosure agreement set forth in
Section 17 of this ordinance
(cc) "Underwriter" means D A Davidson & Co of Seattle, Washington
Section 2 Recitals and Findings
(a) Pursuant to Resolution No 2886, the City approved a plan for the
development and financing of the Bremerton Government Center and authorized the City to
enter into the Real Estate Contract with KCCHA to purchase a portion of the Bremerton
Government Center for the price of $6,405,000, and
(b) Pursuant to a Trust Indenture dated as of March 1, 2003, between KCCHA
and U S Bank National Association (the "Trust Indenture "), KCCHA issued its KCCHA 2003
Bonds to finance the Bremerton Government Center, and
(c) The original amount of $6,405,000 of the KCCHA 2003 Bonds is to be
repaid from the City's obligation under the Real Estate Contract (the "City's portion of the
KCCHA 2003 Bonds "), and
(d) Pursuant to the Real Estate Contract, the City may prepay all or a portion
of the City's portion of the KCCHA 2003 Bonds, and
(e) There is presently outstanding $5,395,000 par value of the City's portion
of the KCCHA 2003 Bonds maturing on July 1 of each of the years 2013 through 2034,
inclusive, and
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(f) After due consideration, it appears to the City Council that the City's
portion of the KCCHA 2003 Bonds may be prepaid by the issuance and sale of the limited tax
general obligation refunding bonds authorized herein (the "Bonds ") so that a savings will be
effected by the difference between the principal and interest cost over the life of the Bonds and
the principal and interest cost over the life of the Refunded Bonds but for such refunding, which
refunding will be effected by carrying out the Refunding Plan, and
(g) To effect that refunding in the manner that will be most advantageous to
the City it is found necessary and advisable that certain Acquired Obligations bearing interest
and maturing at such time or times as necessary to accomplish the refunding as aforesaid be
purchased out of a portion of the proceeds of the Bonds, and
(h) The City Council deems it to be in the best interests of the City to issue
and sell the Bonds to pay part of the cost of carrying out the Ref indmg Plan, including paying
the costs of issuance and sale of the Bonds
Section 3 Debt Capacity The assessed valuation of the taxable property within the
City as ascertained by the last preceding assessment for City purposes for the calendar year 2012
is $2,548,965,492
(a) As of May 31, 2012, the City had outstanding general indebtedness as
follows
(1) Limited tax general obligation bonds, notes and conditional
sales contracts outstanding in the principal amount of $23,713,000, which is
incurred within the limit of up to 1 %2% of the value of the taxable property within
the City permitted for general municipal purposes
(n) Unlimited tax general obligation bonds for capital purposes
only outstanding in the principal amount of $10,285,000 for general municipal
purposes The debt described in this paragraph is incurred with the approval of
the requisite number of the City's qualified voters, within the limit of up to 2%2%
of the value of the taxable property within the City for general municipal purposes
(when combined with the outstanding limited tax general obligation
indebtedness)
(b) The maximum amount of indebtedness authorized by this ordinance is
$6,200,000 and is issued within the limitation permitted for general municipal purposes without
a vote
Section 4 Purpose and Authorization of Bonds The City shall borrow money on the
credit of the City and issue negotiable limited tax general obligation refunding bonds evidencing
that indebtedness in the amount of not to exceed $6,200,000 to refund the Refunded Bonds and
to pay the costs of issuance and sale of the Bonds and costs of the refunding
Section 5 Description of Bonds The Bonds shall be called City of Bremerton,
Washington, Limited Tax General Obligation Refunding Bonds, 2012 The Bonds shall be
issued in the aggregate principal amount of not to exceed $6,200,000, shall be dated their date of
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initial delivery to the Underwriter, shall be in Authorized Denominations, and shall be numbered
separately in the manner and with any additional designation as the Bond Registrar deems
necessary for purposes of identification
The Bonds shall bear interest (computed on the basis of a 360 -day year of twelve 30 -day
months) payable semiannually to the maturity or earlier redemption of the Bonds, and shall
mature in the years and amounts and bear interest at the rates per annum as shall be determined
pursuant to Section 18
Section 6 Bond Registrar Registration and Transfer of Bonds
(a) Registration of Bonds The Bonds shall be issued only in registered form
as to both principal and interest and shall be recorded on the Bond Register
(b) Bond Registrar The Bond Registrar shall keep, or cause to be kept,
sufficient books for the registration and transfer of the Bonds, which shall be open to inspection
by the City at all times The Bond Register shall contain the name and mailing address of the
Registered Owner of each Bond and the principal amount and number of each of the Bonds held
by each Registered Owner
The Bond Registrar is authorized, on behalf of the City, to authenticate and deliver Bonds
transferred or exchanged in accordance with the provisions of the Bonds and this ordinance, to
serve as the City's paying agent for the Bonds and to carry out all of the Bond Registrar's powers
and duties under this ordinance
The Bond Registrar shall be responsible for its representations contained in the Bond
Registrar's Certificate of Authentication on the Bonds The Bond Registrar may become either a
Registered or Beneficial 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 Beneficial Owners
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 interest rate and maturity
Bonds may be transferred only if endorsed in the manner provided thereon and surrendered to
the Bond Registrar An i rar exchange o
r transfer shall be without cost to the owner or transferee
Any
The Bond Registrar shall not be obligated to exchange or transfer any Bond during the 15 days
preceding any principal payment or redemption date
(c) DTC and the Book EntrySystem The Bonds initially shall be registered
in the name of Cede & Co, as the nominee of 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 Registrar to DTC)
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For as long as any Bonds are held in fully immobilized form, DTC, its nominee or its
successor depository shall be deemed to be the Registered Owner for all purposes hereunder and
all references to registered owners, bondowners, bondholders or the like shall mean DTC or its
nominee and, except for the purpose of the City's undertaking herein to provide continuing
disclosure, shall not mean the Beneficial Owners Registered ownership of such Bonds, or any
portions thereof, may not thereafter be transferred except (i) to any successor of DTC or its
nominee, if that successor shall be qualified under any applicable laws to provide the services
proposed to be provided by it, (ii) to any substitute depository appointed by the City or such
substitute depository's successor, or (iii) to any person if the Bonds are no longer held in
immobilized form
Upon the resignation of DTC or its successor (or any substitute depository or its
successor) from its functions as depository, or a determination by the City that it no longer
wishes to continue the system of book entry transfers through DTC or its successor (or any
substitute depository or its successor), the City may appoint a substitute depository Any such
substitute depository shall be qualified under any applicable laws to provide the services
proposed to be provided by it
If (1) 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 7 Form and Execution of Bond The Bonds shall be prepared in a form
consistent with the provisions of this ordinance 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 Obligation Refunding Bonds,
2012, described in the Bond Ordinance" The authorized signing of a Certificate of
Authentication shall be conclusive evidence that the Bond so authenticated has been duly
executed, authenticated and delivered and is entitled to the benefits of this ordinance
If any officer whose manual or 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 manual or
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
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Section 8 Payment of Bonds Both principal of and interest on the Bonds shall be
payable in lawful money of the United States of America For as long as the Bonds are
registered in the name of DTC or its nominee, payment of principal of and interest on the Bonds
shall be made in the manner set forth in the Letter of Representations If the Bonds cease to be
in book -entry -only form, interest on the Bonds shall be paid by checks or drafts of the Bond
Registrar mailed on the interest payment date to the Registered Owners at the addresses
appearing on the Bond Register on the 15th day of the month preceding the interest payment date
or by electronic transfer on the interest payment date The City shall not be required to make
electronic transfers except to a Registered Owner of Bonds pursuant to a request in writing (and
at the sole expense of that Registered Owner) received at least 10 days before an interest
payment date Principal of the Bonds shall be payable upon presentation and surrender of the
Bonds by the Registered Owners to the Bond Registrar
Section 9 Redemption Provisions and Open Market Purchase of Bonds
(a) Redemption Prior to Matunty The Mayor or Director of Financial
Services may designate certain maturities of the Bonds as being subject to redemption at the
option of the City prior to their respective maturities and may approve the designation of certain
maturities of the Bonds as Term Bonds
(b) Partial Redemptions Portions of the principal amount of any Bond, in any
Authorized Denomination, may be redeemed If less than all of the principal amount of any
Bond is redeemed, upon surrender of that Bond to the Bond Registrar, there shall be issued to the
Registered Owner, without charge, a new Bond (or Bonds, at the option of the Registered
Owner) of the same maturity and interest rate in any Authorized Denomination in the aggregate
principal amount remaining unredeemed
(c) Selection of Bonds for Redemption If fewer than all of the outstanding
Bonds within a maturity are to be redeemed prior to maturity, Bonds shall be selected for
redemption randomly within a maturity in such manner as the Bond Registrar shall determine
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
(d) Notice of Redemption While the Bonds are held by DTC in book -entry
only form, any notice of redemption shall 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 unless waived by any Registered Owner of the Bonds to be redeemed, the City shall
cause notice of any intended redemption of Bonds to be given by the Bond Registrar not less
than 20 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 or Beneficial Owner of any Bond
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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
In addition, the redemption notice shall be mailed or sent electronically within the same
period to the MSRB, consistent with the Undertaking, to any nationally recognized rating agency
which at the time maintains a rating on the Bonds at the request of the City, and to such other
persons and with such additional information as the Director of Financial Services shall
determine, but these additional mailings shall not be a condition precedent to the redemption of
Bonds
(e) Effect of Redemption Interest on Bonds called for redemption shall cease
to accrue on the date fixed for redemption, unless the notice of redemption is rescinded as set
forth above
(f) Open Market Purchase The City further reserves the right and option to
purchase any or all of the Bonds in the open market at any time at any price acceptable to the
City plus accrued interest to the date of purchase
(g) Cancellation of Bonds All Bonds purchased or redeemed under this
section shall be canceled
Section 10 Failure To Redeem Bonds If any Bond is not redeemed when properly
presented at its maturity or date set for redemption, 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 date set for
redemption until that Bond, both principal and interest, is paid in full or until sufficient money
for its payment in full is on deposit in the Bond Fund and the Bond has been called for payment
by giving notice of that call to the Registered Owner
Section 11 Pledge of Taxes For as long as any of the Bonds are outstanding, the City
irrevocably pledges to include in its budget and levy taxes annually, within the constitutional and
statutory tax limitations provided by law without a vote of the electors of the City, on all of the
taxable property within the City in an amount ,sufficient, together with other money legally
available and to be used therefor, to pay when due the principal of and interest on the Bonds
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
t
Section 12 Tax Matters
(a) Preservation of Tax Exemption for Interest on Bonds The City covenants
that it will take all actions necessary to prevent interest on the Bonds from being included in
gross income for federal income tax purposes, and it will neither take any action nor make or
permit any use of proceeds of the Bonds or other funds of the City treated as proceeds of the
Bonds at any time during the term of the Bonds which will cause interest on the Bonds to be
included in gross income for federal income tax purposes The City also covenants that it will, to
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the extent the arbitrage rebate requirements of Section 148 of the Code are applicable to the
Bonds, take all actions necessary to comply (or to be treated as having complied) with those
requirements in connection with the 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 to prevent interest
on the Bonds from being included in gross income for federal income tax purposes
(b) Designation of Bonds as "Qualified Tax- Exempt Obligations " The Bonds
shall be designated as "qualified tax- exempt obligations" for the purposes of Section 265(b)(3)
of the Code, if the following conditions are met (1) the Director of Financial Services is able to
determine and certify that the Bonds are not "private activity bonds" within the meaning of
Section 141 of the Code, (2) the reasonably anticipated amount of tax- exempt obligations (other
than private activity bonds and other obligations not required to be included in such calculation)
which the City and any entity subordinate to the City (including any entity that the City controls,
that derives its authority to issue tax- exempt obligations from the City, or that issues tax - exempt
obligations on behalf of the City) will issue during the calendar year in which the Bonds are
issued will not exceed $10,000,000, and (3) the amount of tax- exempt obligations, including the
Bonds, so designated by the City as "qualified tax - exempt obligations" for the purposes of
Section 265(b)(3) of the Code during the calendar year in which the Bonds are issued does not
exceed $10,000,000
Section 13 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
pay when due the principal of and interest on the Bonds, or any portion thereof included in a
refunding or defeasance plan, and to redeem and retire, refund or defease all such then -
outstanding Bonds (hereinafter collectively called the "defeased Bonds ") and to pay the costs of
the refunding or defeasance If money and/or "government obligations" (as defined in chapter
39 53 RCW, as now or hereafter amended) maturing at a time or times and bearing interest in
amounts (together with money, if necessary) sufficient to redeem and retire, refund or defease
the defeased Bonds in accordance with their terms are set aside in a special trust fund or escrow
account irrevocably pledged to that redemption, retirement or defeasance of defeased Bonds
(hereinafter called the "trust account "), then all right and interest of the Owners of the defeased
Bonds in the covenants of this ordinance and in the funds and accounts obligated to the payment
of the defeased Bonds shall cease and become void The Owners of defeased Bonds shall have
the right to receive payment of the principal of and interest on the defeased Bonds from the trust
account The City shall include in the ref indmg or defeasance plan such provisions as the City
deems necessary for the random selection of any defeased Bonds that constitute less than all of a
particular maturity of the Bonds, for notice of the defeasance to be given to the owners of the
defeased Bonds and to such other persons as the City shall determine, and for any required
replacement of Bond certificates for defeased Bonds The defeased Bonds shall be deemed no
longer outstanding, and the City may apply any money in any other fund or account established
for the payment or redemption of the defeased Bonds to any lawful purposes as it shall
determine
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
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Section 14 Bond Fund and Deposit of Bond Proceeds The Bond Fund is hereby
created and established in the office of the Director of Financial Services as a special fund
designated the Limited Tax General Obligation Refunding Bond Fund, 2012, for the purpose of
paying principal of and interest on the Bonds All taxes and other amounts allocated to the
payment of the principal of and interest on the Bonds shall be deposited in the Bond Fund
Section 15 Refunding of the Refunded Bonds
(a) Use of Bond Proceeds, Acquisition of Acquired Obligations All of the
proceeds of the sale of the Bonds shall be deposited immediately upon the receipt thereof with
the Refunding Trustee and used to discharge the obligations of the City relating to the Refunded
Bonds under the Real Estate Contract by providing for the payment of the amounts required to be
-paid by the Refunding Plan To the extent practicable, such obligations shall be discharged fully
by the Refunding Trustee's simultaneous purchase of the Acquired Obligations, bearing such
interest and maturing as to principal and interest in such amounts and at such times so as to
provide, together with a beginning cash balance, if necessary, for the payment of the amount
required to be paid by the Refunding Plan The Acquired Obligations will be listed and more
particularly described in the Refunding Trust Agreement, but are subject to substitution as set
forth in the Refunding Trust Agreement Any Bond proceeds or other money deposited with the
Refunding Trustee not needed to purchase the Acquired Obligations and provide a beginning
cash balance, if any, and pay the costs of issuance of the Bonds and costs of refunding the
Refunded Bonds shall be returned to the City at the time of delivery of the Bonds to the initial
purchaser thereof and deposited in the Bond Fund to pay interest on the Bonds on the first
interest payment date
(b) Administration of Refunding Plan The Refunding Trustee is authorized
and directed to purchase the Acquired Obligations (or substitute obligations) and to make the
payments required to be made by the Refunding Plan from the Acquired Obligations (or
substitute obligations) and money deposited with the Refunding Trustee pursuant to this
ordinance All Acquired Obligations (or substitute obligations) and the money deposited with
the Refunding Trustee and any income therefrom shall be held irrevocably, invested and applied
in accordance with the provisions of the Real Estate Contract, the Trust Indenture, this
ordinance, chapter 39 53 RCW and other applicable statutes of the State of Washington and the
Refunding Trust Agreement All necessary and proper fees, compensation, and expenses of the
Refunding Trustee for the Bonds and all other costs incidental to the setting up of the escrow to
accomplish the refunding of the Refunded Bonds and costs related to the issuance and delivery
of the Bonds, including bond printing, verification fees, bond counsel's fees, and other related
expenses, shall be paid out of the proceeds of the Bonds
(c) Authorization for Refunding Trust Agreement To carry out the
Refunding Plan provided for by this ordinance, the Mayor or Director of Financial Services of
the City are authorized to execute a Refunding Trust Agreement setting forth the duties,
obligations and responsibilities of the Refunding Trustee in connection with the payment,
redemption, and retirement of the Refunded Bonds as provided herein and stating that the
provisions for payment of the fees, compensation, and expenses of such Refunding Trustee set
forth therein are satisfactory to it
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(d) Call for Redemption of the Refunded Bonds The City requests that
KCCHA call for redemption on July 1, 2013, all of the Refunded Bonds maturing on and after
July 1, 2014 at par plus accrued interest
Section 16 Findings with Respect to Refundin g The City Council of the City finds
and determines that the issuance and sale of the Bonds at this time will effect a savings to the
City and is in the best interest of the City and its taxpayers and in the public interest In making
such finding and determination, the City Council has given consideration to the fixed maturities
of the Bonds and the Refunded Bonds, the costs of issuance of the Bonds and the known earned
income from the investment of the proceeds of the issuance and sale of the Bonds pending
payment and redemption of the Refunded Bonds
The City Council further finds and determines that the money to be deposited with the
Refunding Trustee for the Refunded Bonds in accordance with Section 15 of this ordinance will
discharge and satisfy the obligations of the City under the Real Estate Contract with respect to
the Refunded Bonds, and the pledges, charges, trusts, covenants, and agreements of the City
therein made or provided for as to the Refunded Bonds, and that the Refunded Bonds shall no
longer be deemed to be outstanding under such Real Estate Contract immediately upon the
deposit of such money with the Refunding Trustee
Section 17 Undertaking to Provide Continuing Disclosure To meet the requirements
of paragraph (b)(5) of Rule 15c2 -12, as applicable to a participating underwriter for the Bonds,
the City makes the following written Undertaking for the benefit of holders of the Bonds
(a) Undertaking to Provide Annual Financial Information and Notice of
Listed 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 (not in excess of 10 business days after the
occurrence of the event) of the occurrence of any of the following events with
respect to the Bonds (1) principal and interest payment delinquencies, (2) non-
payment related defaults, if material, (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, the
issuance by the Internal Revenue Service of proposed or final determinations of
taxability, Notice of Proposed Issue (IRS Form 5701 — TEB) or other material
notices or determinations with respect to the tax status of the Bonds,
(7) modifications to rights of holders of the Bonds, if material, (8) bond calls
(other than scheduled mandatory redemptions of Term Bonds), if material, and
tender offers, (9) defeasances, (10) release, substitution, or sale of property
securing repayment of the Bonds, if material, (11) rating changes,
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(12) bankruptcy, insolvency, receivership or similar event of the City, as such
"Bankruptcy Events" are defined in Rule 15c2 -12, (13) the consummation of a
merger, consolidation, or acquisition involving the City or the sale of all or
substantially all of the assets of the City other than in the ordinary course of
business, the entry into a definitive agreement to undertake such an action or the
termination of a definitive agreement relating to any such actions, other than
pursuant to its terms, if material, and (14) appointment of a successor or
additional trustee or the change of name of a trustee, if material
(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
(b) Type 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) Shall consist of (1) annual financial statements prepared
(except as noted in the financial statements) in accordance with applicable
generally accepted accounting principles applicable to State local governmental
units such as the City, as such principles may be changed from time to time,
which statements shall 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) outstanding general obligation bonds, (3) assessed valuation for the
fiscal year, (4) regular property tax levy rate and regular property tax levy rate
limit for the fiscal year, and (5) general fund revenues from other mayor tax
sources,
(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, 2012, 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 Undertakm The Undertaking is subject to amendment
after the primary offering of the Bonds without the consent of any holder of any Bond, or of any
broker, dealer, municipal securities dealer, participating underwriter, rating agency or the MSRB,
under the circumstances and in the manner permitted by Rule 15c2 -12 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
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(d) Beneficiaries The Undertaking evidenced by this section shall inure to
the benefit of the City and any Beneficial Owner of Bonds, and shall not inure to the benefit of or
create any rights in any other person
(e) Termination of Undertakm The City's obligations under this
Undertaking shall terminate upon the legal defeasance of all of the Bonds In addition, the City's
obligations under this Undertaking shall terminate if those provisions of Rule 15c2 -12 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
(f) Remedy for Failure to Comply with Undertaking As soon as practicable
after the City learns of any failure to comply with the Undertaking, the City will proceed with
due diligence to cause such noncompliance to be corrected 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 Beneficial Owner of a Bond shall be to take such actions as that
Beneficial Owner deems necessary, including seeking an order of specific performance from an
appropriate court, to compel the City or other obligated person to comply with the Undertaking
(g) Designation of Official Responsible to Administer Undertaking, The
Director of Financial Services of the City (or such other officer of the City who may in the future
perform the duties of that office) or Ins 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 Rule 15c2 -12, including, without limitation, the following actions
(1) Preparing and filing the annual financial information
undertaken to be provided,
(ii) Determining whether any event specified in subsection (a)
has occurred, assessing its materiality, where necessary, with respect to the
Bonds, and preparing and disseminating any required notice of its occurrence,
(iii) Determining whether any person other than the City is an
"obligated person" within the meaning of Rule 15c2 -12 with respect to the Bonds,
and obtaining from such person an undertaking to provide any annual financial
information and notice of listed events for that person in accordance with
Rule 15c2 -12,
(iv) Selecting, engaging and compensating designated agents
and consultants, including but not limited to financial advisors and legal counsel,
to assist and advise the City in carrying out the Undertaking, and
(v) Effecting any necessary amendment of the Undertaking
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Section 18 Sale of Bonds The Council has determined that it is in the best interest of
the City to delegate to the Mayor or Director of Financial Services the authority to approve the
series designation, final principal amounts, date of the Bonds, denominations, interest rates,
payment dates, redemption provisions, and maturity dates for the Bonds, and determination of
the Refunded Bonds, in the manner provided herein, provided that
(a) The aggregate principal amount of the Bonds does not exceed $6,200,000,
(b) One or more rates of interest may be fixed for the Bonds, and no rate of
interest for any maturity of the Bonds may exceed 5 00 %,
(c) The true interest cost to the City for the Bonds does not exceed 4 10 %,
(d) The aggregate purchase price for the Bonds shall not be less than 98% or
more than 115% of the aggregate stated principal amount of the Bonds,
(e) The Bonds shall be issued subject to optional and mandatory redemption
provisions, including designation of Term Bonds, if any,
(f) There is a minimum net present value savings of 4 0% of the principal
amount of the Refunded Bonds,
(g) The Bonds shall be dated as of the date of their delivery, which date and
time for the issuance and delivery of the Bonds is not later than July 1, 2013, and
(h) Interest shall be payable at fixed rates semiannually, principal shall be
payable annually and the final maturity shall not be later than July 1, 2034
In determining the series designation, final principal amounts, date of the Bonds,
denominations, interest rates, payment dates, redemption provisions, and maturity dates for the
Bonds, and determination of the Refunded Bonds, the Mayor or Director of Financial Services,
in consultation with other City officials and staff and advisors, shall take into account those
factors that, in her judgment, will result in the lowest true interest cost on the Bonds to their
maturity, including, but not limited to current financial market conditions and current interest
rates for obligations comparable to the Bonds
The Bonds shall be sold by negotiated sale to D A Davidson & Co , Inc (the
"Underwriter ") Subject to the terms and conditions set forth in this Section 18, the Mayor or
Director of Financial Services is hereby authorized to execute a purchase contract to be presented
by the Underwriter (the "Bond Purchase Contract ") on behalf of the City upon his or her
determination that the conditions of tlus Section 18 have been met
The Bonds will be printed at City expense and will be delivered to the Underwriter in
accordance with the Bond Purchase Contract, with the approving legal opinion of Foster Pepper
PLLC, municipal bond counsel of Seattle, Washington, regarding the Bonds
Section 19 Official Statement For the sole purpose of the Underwriter's compliance
with paragraph (b)(1) of Rule 15c2 -12, the City authorizes the Mayor or Director of Financial
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l
Services to "deem final" a preliminary official statement as of its date, except for the omission of
information permitted to be omitted by Rule 15c2 -12 and ratifies the distribution by the
Underwriter of that preliminary official statement to potential purchasers of the Bonds
In addition, the City authorizes and approves the preparation, execution by the Mayor or
Director of Financial Services and delivery to the Underwriter of a final official statement for the
Bonds, in the form of the preliminary official statement, with such modifications and
amendments thereto as shall be deemed necessary or desirable by the City The City authorizes
the Mayor or Director of Financial Services to approve the distribution by the Underwriter of
that final official statement to potential purchasers and purchasers of the Bonds
Section 20 Supplemental Ordinances The City Council from time to time and at any
time may pass an ordinance or ordinances supplemental to this ordinance which supplemental
ordinance or ordinances thereafter shall become a part of this ordinance, for any one or more of
the following purposes
(a) To add covenants and agreements that do not adversely affect the interests
of the holders and owners of the Bonds, or to surrender any right or power reserved to or
conferred upon the City
(b) To cure any ambiguities or to cure, correct or supplement any defective
provision contained in this ordinance in a manner that does not materially adversely affect the
interest of the holders and owners of the Bonds
Section 21 General Authorization and Ratification The Mayor, Director of Financial
Services, City Clerk, and other appropriate officers of the City are severally authorized and
directed to take any actions and to execute documents as in their judgment may be necessary or
desirable to carry out the terms of, and complete the transactions contemplated by, this ordinance
and the Bond Purchase Contract (including everything necessary for the prompt delivery of the
Bonds to the Underwriter and for the proper application, use and investment of the proceeds of
the sale thereof), and all actions heretofore taken in furtherance thereof and not inconsistent with
the terms of this ordinance are ratified and confirmed in all respects
Section 22 Severability The provisions of this ordinance are declared to be separate
and severable If a court of competent jurisdiction, all appeals having been exhausted or all
appeal periods having run, finds any provision of this ordinance to be invalid or unenforceable as
to any person or circumstance, such offending provision shall, if feasible, be deemed to be
modified to be within the limits of enforceability or validity However, if the offending
provision cannot be so modified, it shall be null and void with respect to the particular person or
circumstance, and all other provisions of this ordinance in all other respects, and the offending
provision with respect to all other persons and all other circumstances, shall remain valid and
enforceable
Section 23 Effective Date of Ordinance This ordinance shall take effect and be in
force from and after its passage and five days following its publication as required by law
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PASSED by the City Council and APPROVED by the Mayor of the City of Bremerton,
Washington, at an open public meeting thereof, this 15 day of August, 2012
CITY OF BREMERTON, WASHINGTON
Council President
May
ATTEST
3'
City Clerk
APPROVED AS TO FORM
(JA 10W-
Foster Pepper PLLC, as Bond Council
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CERTIFICATION
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 August 15, 2012, as that ordinance appears on the
minute book of the City, and the Ordinance will be in full force and effect five days after
publication in the City's official newspaper, and
2 A quorum of the members of the City Council was present throughout the
meeting and a majority of the members voted in the proper manner for the passage of the
Ordinance
IN WITNESS WHEREOF, I have hereunto set my hand tlus !b' day of ,
2012
a OF B RTON, VYASHINGTON
City Clerk
AFFIDAVIT OF PUBLICATION
Account #42742 AD #285621
STATE OF WASHINGTON
COUNTY OF KITSAP
1, Christine Kendrick, 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 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, 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
And on August 17, 2012 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
(Signature of Principal Clerk)
Subscribed and sworn to before me this day of August 27, 2012
Notary Public in and for the State of Washington, Kitsap County CAS=Public AS
Staon My Cpires Fe14
ORDINANCE NO 5191
AN ORDINANCE of the City Council of the City of Bremerton, Washington, relating to contracting
indebtedness, providing for the issuance of not to exceed $6,200,000 par value of Limited Tax General
Obligation Refunding Bonds, 2012, to refund the City's portion of the Kitsap County Consolidated Housing
Authority Revenue Bonds, 2003 (Bremerton Government Center), and delegating authority to the Mayor or
Director of Financial Services to approve final terms of the bonds
PASSED by the City Council on the 15th day of August, 2012
The full text of this ordinance is available from the City Clerk's Office, 345 Sixth Street, Suite 600,
Bremerton, WA 98337
August 17, 2012
AD# 20127835