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HomeMy WebLinkAbout4348 Contract Number: Vendor: Subject: Department: File Class: Begin Date: End Date: Review Date: Vault Date: Comments: 4348 U S BANK NATIONAL ASSOCIATION Government Center - Revenue Bonds/Continuing Disclosure Finance LEG 12-1 03/01/2003 J 06/15/2011 Review date for tracking only CONTINUING DISCLOSURE AGREEMENT This Continuing Disclosure Agreement (the "Disclosure Agreement") dated as of June 1, 2005 is executed and delivered by the CITY OF BREMERTON, WASHINGTON, a Washington municipal corporation (the "Obligated Party") and U.S. BANK NATIONAL ASSOCIATION, as dissemination agent (the "Dissemination Agent") in connection with the issuance by the Kitsap County Consolidated Housing Authority (the "Authority") of its Revenue Bonds, 2005 (Bremerton Government Center) (the "Bonds"). The Bonds are being issued pursuant to a Trust Indenture dated as of March 1, 2003 (the "Original Indenture") between the Authority and U.S. Bank National Association (the "Trustee"), as amended by the First Supplemental Trust Indenture dated as of June 1, 2005 (the "First Supplemental Indenture~"and together with the Original Indenture, the "Indenture"). Proceeds of the Bonds will be used by the Authority to construct a multi-story office building in Bremerton, Washington, for lease and sale to various governmental entities and other parties. Pursuant to Article V of the Interlocal Agreement, the Obligated Party and the Dissemination Agent covenant and agree as follows: SECTION 1. Purpose of the Disclosure Agreement. This Disclosure Agreement is being executed and delivered by the Obligated Party and the Dissemination Agent for the benefit of the Bondholders and in order to assist Banc of America Securities LLC in complying with the Rule (defined below). The Obligated Party and the Dissemination Agent acknowledge that the Authority has undertaken no responsibility with respect to any reports, notices or disclosures provided or required under this Agreement, and has no liability to any person, including any holder of the Bonds or Beneficial Owner, with respect to any such reports, notices or disclosures. SECTION 2. Definitions. In addition to the definitions set forth in the Indenture, which. apply to any capitalized term used in this Disclosure Agreement unless otherwise defined in this Section, the following capitalized terms shall have the following meanings: "Annual Report" shall mean any Annual Report provided by the Obligated Party pursuant to, and as described in, Sections 3 and 4 of this Disclosure Agreement. "Beneficial Owner" shall mean any person which (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Bonds for federal income tax purposes. "Dissemination Agent" shall mean U.S. Bank National Association, acting in its capacity as Dissemination Agent hereunder, or any successor Dissemination Agent designated in writing by the Obligated Party and which has filed with the Trustee a written acceptance of such designation. "Listed Events" shall mean any of the events listed in Section 5(a) of this Disclosure Agreement. ..National Repository" shall mean any Nationally Recognized Municipal Securities Information Repository for purposes of the Rule. Currently, the following are National Repositories: Bloomberg Municipal Repository 100 Business Drive Park Skillman, NJ 08558 Phone: (609) 279-3225 Fax: (609) 279-5962 munis@bloomberg.com FT Interactive Data Attn: NRMSIR 1 00 Williams Street New York, NY 10038 Phone: (212) 771-6999 Fax: (212) 771-7390 (Secondary market Information) (212) 771-7391 (Primary Market Information) NRMSIR@FTID.com DPC Data Inc. One Executive Drive Fort Lee, NJ 07024 Phone: (201) 346-070l Fax: (201) 947-0107 nrrnsir@dpcdata.com Standard & Poor's J.J. Kenny Repository 55 Wall Street, 45th Floor New York, NY 10041 Phone: (212) 438-4595 Fax: (212) 438-3975 nrrnsir Jepository@sandp.com A current list may be obtained from the Securities and Exchange Commission over the Internet at http://www.sec.gov/info/municipal/nrrnsir.htrn. For purposes hereof, the NRMSIRs shall also include all other repositories listed by the SEC as NRMSIRs, which list is available from the SEC's Public Reference Room at (202) 942-8090 or by facsimile request to the Public Reference Room at (202) 628-9001. "Repository" shall mean each National Repository and each State Repository. "Rule" shall mean Rule 15c2-12(b)(5) adopted ,by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time. "State Repository" shall mean any public or private repository or entity designated by the State of Washington as a state repository for the purpose of the Rule. As of the date of this Disclosure Agreement, there is no State Repository. "Underwriter" shall mean Banc of America Securities LLC and its successors and aSSIgns. SECTION 3. Provision of Annual Reports. (a) . The Obligated Party shall, or shall cause the Dissemination Agent to, not later than nine months following the end of the Obligated Party's fiscal year, commencing with the fiscal year ending December 31, 2005, provide to each Repository an Annual Report which is consistent with the requirements of Section 4 of this Disclosure Agreement. Not later than -2- P:\DG\DG08L 06/28/05 fifteen (15) Business Days prior to said date, the Obligated Party shall provide the Annual Report to the Dissemination Agent and the Trustee (if the Trustee is not the Dissemination Agent). In each case, the Annual Report may be submitted as a single document or as separate documents comprising a package, and may cross-reference other information as provided in Section 4 of this Disclosure Agreement; provided that the audited financial statements for the prior fiscal year of the Obligated Party may be submitted separately from the balance ofthe Annual Report. (b) If by fifteen (15) Business Days prior to the date specified in subsection (a) for providing the Annual Report to the Repositories, the Dissemination Agent has not received a copy of the Annual Report, the Dissemination Agent shall contact the Obligated Party to determine iftheObligatedParty is in compliance with subsection (a). ( c) If the Dissemination Agent is. unable to verify that an Annual Report has been provided to the Repositories by the date required in subsection (a), the Dissemination Agent shall send a notice to each Repository in substantially the form attached as Exhibit A. (d) The Dissemination Agent shall: (i) determine each year prior to the date for providing the Annual Report the name and address of each National Repository and each State Repository, if any; and (ii) file a report with the Obligated Party, the Authority and (if the Dissemination Agent is not the Trustee) the Trustee certifying that the Annual Report has been provided pursuant to this Disclosure Agreement, stating the date it was provided, and listing all the Repositories to which it was provided. SECTION 4. Content of Annual Reports. The Obligated Party's Annual Report shall consist of financial statements which: (a) Shall be prepared in accordance with applicable generally accepted accounting principles promulgated by the Government Accounting Standards Board ("GASB"), as such principles may be changed from time to time by GASB orits successor; (b) Need not be audited, except, however, that if and when audited financial statements are otherwise prepared and available to the Obligated Party, they will be provided; ( c) Shall be. provided to the Dissemination Agent, not later than the last day of the ninth month after the end of each fiscal year of the Obligated Party (currently, a fiscal year ending December31), as such fiscal year may be changed as required or permitted by State law, commencing with the Obligated Party's fiscal year ending December 31,2005; and (d) May be provided in a single or multiple documents, and maybe incorporated by reference to other documents that have been filed with each NRMSIR and the SID, or, if the document incorporated by reference is a "final official statement" with respect to other -3- P:\DG\DG08l. 06/28/05 obligations of the Obligated Party, that has been filed with the Municipal Securities Rulemaking Board. SECTION 5. Reporting of Significant Events. (a) Pursuant to the provisions of this Section 5, the Obligated Party shall give, or cause to be given, 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 servlce reserves reflecting financial difficulties; 4. unscheduled draws on credit enhancements reflecting financial difficulties; to perform; 5. substitution of credit or liquidity providers, or their failure the Bonds; 6. adverse tax opinions or events affecting the tax-exempt status of 7. modifications to rights of Bondholders; 8. unscheduled Bond calls (other than mandatory sinking fund redemptions for which notice is given pursuant to Exchange Act Release 34-23856); 9. defeasances; Bonds; or 10. release, substitution or sale of property securing repayment of the 11. Bond rating changes. (b) The Trustee will, promptly after obtaining actual knowledge of the occurrence of any of the Listed Events (except events listed in clauses (a)(5), (8) or (9)) cohtact the Obligated Party, inform such -person of the event, and request that the Obligated Party promptly notify the Dissemination Agent in writing whether or not to report the event pursuant to subsection (t). F~r purposes of this Disclosure Agreement, "actual knowledge" of the occurrence of such Listed Events will mean actual knowledge by the officer or officers at the corporate trust office of the Trustee with regular responsibility for the administration of the Indenture. -4- P:\DG\DG08L 06/28/05 ( c) Whenever the Obligated Party obtains knowledge of the occurrence of a Listed Event, because of a notice from the Trustee pursuant to subsection (b) or otherwise, the Obligated Party shall as soon as possible determine if such event would be material under applicable federal securities laws; provided that any event under subsections (a)(6) and (11) will always be deemed to be material. (d) If the Obligated Party has determined that knowledge of the occurrence of a Listed Event would be material under applicable federal securities laws, the Obligated Party shall promptly notify the Dissemination Agent in writing. Such notice shall instruct the Dissemination Agent to report the occurrence pursuant to subsection (t). (e) If in response to a request under subsection (b), the Obligated Party determines that the Listed Event would not be material under applicable federal securities laws, the Obligated Party shall so notify the Dissemination Agent in writing and shall provide an opinion of counsel to the same effect, and shall instruct the Dissemination Agent not to report the occurrence pursuant to subsection (t). (t) If the Dissemination Agent has been instructed by the Obligated Party to report the occurrence of a Listed Event, the Dissemination Agent shall file a notice of such occurrence with each Repository with a copy to the Obligated Party. Notwithstanding the foregoing, (i) notice of the occurrence of a Listed Event described in subsections (a)(5), (8) or (9) will be given by the Dissemination Agent upon notice from the Trustee of such event(s) unless the Obligated Party gives the Dissemination Agent affirmative instructions not to disclose such occurrence and (ii) notice of Listed Events described in subsections (a)(8) and (9) need not be given under this subsection any earlier than the notice (if any) of the underlying event is given to the holders of affected Bonds pursuant to the Indenture. SECTION 6. Termination of Reporting Obligation. The ObligatedParly's and the Dissemination Agent's obligations under this Disclosure Agreement shall terminate upon the earlier of the defeasance, prior redemption or payment in full of all of the Bonds or the expiration or termination of the Real Estate Contract. If the Obligated Party's obligations under the Real Estate Contract are assumed in full by some other entity, such person shall be responsible for compliance with this Disclosure Agreement in the same manner as if it were the Obligated Party and the original Obligated Party shall have no further responsibility hereunder. SECTION 7. Dissemination Agent. The ~Obligated Party may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Agreement, and may discharge any such Agent or such Dissemination Agent may resign upon 30 days prior written notice to the Obligated Party, with or without appointing a successor Dissemination Agent. The Dissemination Agent shall not be responsible in any manner for the content of any notice or report prepared by the Obligated Party pursliant to this Disclosure Agreement. The initial Dissemination Agent shall be the Trustee. The Obligated Party shall pay reasonable compensation to the Dissemination Agent and its out-of-pocket expenses, which fees and expenses shall be in addition to the fees and expenses of the Trustee. The Dissemination Agent shall not be deemed to be acting in any fiduciary capacity hereunder. All information provided to the Dissemination Agent shall be in a form suitable for filing. -5- P:\DG\DG08L 06/28/05 SECTION 8. Amendment; Waiver. Notwithstanding any other provISiOn of this Disclosure Agreement, the Obligated Party and the Dissemination Agent may amend this Disclosure Agreement (and the Trustee shall agree to any amendment so requested by the Obligated Party) and any provision of this Disclosure Agreement may be waived, provided that the following conditions are satisfied: (a) lfthe amendment or waiver relates to the provisions of Sections 3(a), 4, or 5(a), it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature or status of an obligated person with respect to the Bonds, or the type of business conducted; (b) The undertaking, as amended or taking into account such waiver, would, in the opinion of nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the original issuance of the Bonds, after taking into account any amendments or interpretations ofthe Rule, as well as any change in circumstances; and (c) The amendment or waiver either (i) is approved by the holders of the Bonds in the same manner as provided in the Indenture for amendments to the Indenture with the consent of holders, or (ii) does not, in the opinion of nationally recognized bond counsel, materially impair the interests ofthe holders or Beneficial Owners of the Bonds. In the event of any amendment or waiver of a provision of this Disclosure Agreement, the Obligated Party shall describe such amendment or waiver in the next Annual Report, and shall include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type (or, in the case of a change of accounting principles, on the presentation) of fmancial information or operating data being presented by the Obligated Party. In addition, if the amendment relates to the accounting principles to be followed in preparing financial statements, (i) notice of such change shall be given in the same manner as for a Listed Event under Section 5(t), and (ii) the Annual Report for the year in which the change is made should present a comparison (in narrative form and also, if feasible, in quantitative form) between the financial statements as prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. The Obligated Party shall provide a copy of any amendment hereto to the Authority promptly following its execution. SECTION 9. Additional Information. Nothing in this Disclosure Agreement shall be deemed. to prevent the Obligated Party from disseminating any other information, using the means of dissemination set forth in this Disclosure Agreement or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Agreement. If the Obligated Party chooses to include any information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is specifically required by this Disclosure Agreement, the Obligated Party shall have no obligation under this Agreement to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event. -6- P:\DG\DG08L 06/28/05 SECTION 10. Default. In the event of a failure of the Obligated Party or the Dissemination Agent to comply with any provision of this Disclosure Agreement, the Trustee may (and, at the request of the Underwriter or the holders of at least 25% aggregate principal amount of Outstanding Bonds, accompanied by indemnity satisfactory to the Trustee against all fees, expenses and liabilities, shall), or any holder or Beneficial Owner of the Bonds may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the Obligated Party or the Dissemination Agent, as the case may be, to comply with its obligations under this Disclosure Agreement. A default under this Disclosure Agreement shall not be deemed an Event of Default under the Indenture or the Real Estate Contract, and the sole remedy under this Disclosure Agreement in the event of any failure of the Obligated Party or the Dissemination Agent to comply with this Disclosure Agreement shall be an action to compel performance. SECTION 11. Duties, Immunities and Liabilities of Trustee and Dissemination Agent. Article VIII of the Indenture is hereby made applicable to this Disclosure Agreement as if this Disclosure Agreement were (solely for this purpose) contained in the Indenture. The Dissemination Agent shall have only such duties as are specifically set fOlih in this Disclosure Agreement, and the Obligated Party agrees to indemnify and save the Dissemination Agent, its officers, directors, employees and agents, harmless against any loss, expense and liabilities which it may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including attorneys fees) of defending against any claim ofliability, but excluding liabilities due to the Dissemination Agent's negligence or willful misconduct. The obligations of the Obligated Party under this Section shall survive resignation or removal of the Dissemination Agent and payment of the Bonds. SECTION 12. DisclosureUSA. Any filing with a NRMSIR or SID under the Continuing Disclosure Agreement may be made solely by transmitting such filing to the Texas Municipal Advisory Council as provided at http://www.disclosureusa.org unless the United States Securities and Exchange Commission has withdrawn the interpretive advice in its letter dated September 7, 2004. The Trustee shall not be required to make any filing to DisclosureUSA unless the Obligated Party provides to the Trustee the material to be filed in electronic format. SECTION 13. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of the Authority, the Trustee, the Dissemination Agent, the Underwriter, and holders from time to time ofthe Bonds, and shall create no rights in any other person or entity. SECTION 14. Counterparts. This Disclosure Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. -7- P:\DG\DG08L 06/28/05 U.S. BANK NATIONAL ASSOCIATION, as Dissemination Agent and Trustee By: Its: Authorized Signatory CITY OF BREMERTON, WASHINGTON, as Obligated Party Approved as to Form: By: Cit ttomey, City of Bremerton, Washingt EXHIBIT A NOTICE TO REPOSITORIES OF FAILURE TO FILE ANNUAL REPORT Name of Authority: Kitsap County Consolidated Housing Authority Name of Bond Issue: Revenue Bonds, 2005 (Bremerton Government Center) Name of Obligated Party: City of Bremerton, Washington Date ofIssuance: June 30, 2005 NOTICE IS HEREBY GIVEN that the Obligated Party has not provided an Annual Report with respect to the above named Bonds as required by Section 3 of the Continuing Disclosure Agreement dated as of June 1, 2005 between the Obligated Party and U.S. Bank National Association, as dissemination agent. [The Obligated Party anticipates that the Annual Report will be filed by .] Dated: U.S. BANK NATIONAL ASSOCIATION, as Dissemination Agent, on behalf of Obligated Party cc: Obligated Party A-I P:\DG\DG08L 06/28/05 CLOSING CERTIFICATE OF THE CITY OF BREMERTON, WASHINGTON Re: Kitsap County Consolidated Housing Authority Revenue Bonds, 2005 (Bremerton Government Center) (the "Bonds") The undersigned officer of the City of Bremerton, Washington (the "City"), hereby certifies, represents and warrants to Banc of America Securities LLC as follows: The information pertaining to the City included in the Preliminary Official Statement and the Official Statement with respect to the Bonds under the heading "THE NORM DICKS GOVERNMENT CENTER" is, to the best of its knowledge, true and correct in all material respects and did not and does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. IN WITNESS WHEREOF, the undersigned have hereunto subscribed signatures this 30th day of June, 2005. CITY OF BREMERTON, W ASHINGT N '~o...,.". \Co\ "'S<a ..,..-.)~ {.e.S Approved as to Form: ~. . ~ ~ - --:::::- By:.... C~~ Cl AttorneY: .~ City of Bremerton, Washington +-----~-~-----~-----------------------------~------------------------------+ "=Enter Search Criteria, Press Esc Key to Transmit "Press Del Key to Terminate Delete Mode CHANGE Contract Number Contract Transactions ., tvendor Name "Subj ect , =Department '(Status Code ,. ,. ,. I 4348 U S BANK NATIONAL ASSOCIATION GOV'T CENTER - REVENUE BONDS/CONTINUING ADMIN SVCS PRO DISCLOSURE Insurance Type Amount Amount Begin Date End Date Review Date 03/01/2003 06/15/2005 Insurance Total Insurance Review Date $0.00 .. Comments REVIEW DATE FOR TRACKING PURPOSES ONLY +--------------------------------------------------------------------------+ CONTINUING DISCLOSURE AGREEMENT This Continuing Disclosure Agreement (the "Disclosure Agreement") dated as of March I, 2003 is executed and delivered by the CITY OF BREMERTON, WASHINGTON, a Washington municipal corporation (the "Obligated Party") and U.S. BANK NATIONAL ASSOCIATION, as dissemination agent (the "Dissemination Agent") in connection with the issuance by the Kitsap County Consolidated Housing Authority (the "Authority") of its Revenue Bonds, 2003 (Bremerton Government Center) (the "Bonds"). The Bonds are being issued pursuant to a Trust Indenture dated as of March I, 2003 (the "Indenture") between the Authority and U.S. Bank National Association (the "Trustee"). Proceeds of the Bonds will be used by the Authority to construct a multi-story office building in Bremerton, Washington, for lease and sale to various governmental entities and other parties. Pursuant to Article V of the Interlocal Agreement, the Obligated Party and the Dissemination Agent covenant and agree as follows: SECTION I. Purpose of the Disclosure Agreement This Disclosure Agreement is being executed and delivered by the Obligated Party and the Dissemination Agent for the benefit of the Bondholders and in order to assist Banc of America Securities LLC in complying with the Rule (defined below). The Obligated Party and the Dissemination Agent acknowledge that the Authority has undertaken no responsibility with respect to any reports, notices or disclosures provided or required under this Agreement, and has no liability to any person, including any holder of the Bonds or Beneficial Owner, with respect to any such reports, notices or disclosures. SECTION 2. Definitions. In addition to the definitions set forth in the Indenture, which apply to any capitalized term used in this Disclosure Agreement unless otherwise defined in this Section, the following capitalized terms shall have the following meanings: "Annual Report" shall mean any Annual Report provided by the Obligated Party pursuant to, and as described in, Sections 3 and 4 of this Disclosure Agreement "Beneficial Owner" shall mean any person which (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Bonds for federal income tax purposes. "Dissemination Agent" shall mean U.S. Bank National Association, acting in its capacity as Dissemination Agent hereunder, or any successor Dissemination Agent designated in writing by the Obligated Party and which has filed with the Trustee a written acceptance of such designation. "Listed Events" shall mean any of the events listed in Section 5(a) of this Disclosure Agreement "National Repository" shall mean any Nationally Recognized Municipal Securities Information Repository for purposes of the Rule. Currently, the following are National Repositories: Bloomberg Municipal Repository 100 Business Park Drive Skillman, New Jersey 08558 Phone: (609) 279-3225 Fax: (609) 279-5962 htto://www.bloomberg.com/markets/municontactinfo.html Email: Munis(qJ.Bloomberg.com DPC Data Inc. One Executive Drive Fort Lee, NJ 07024 Phone: (20 I) 346-070 I Fax: (201) 947-0107 htto:/lwww.docdata.com Email: nrmsirlaldocdata.com FT Interactive Data Attn: NRMSIR 100 William Street New York, New York 10038 Phone: (212) 771-6999 Fax: (212) 771-7390 (Secondary Market Information) (212) 771-7391 (Primary Market Information) htto:/ /www.interactivedata.com Emai1: NRMSIRlalFTID.com Standard & Poor's J. 1. Kenny Repository 55 Water Street, 45th Floor New York, NY 10041 Phone: (212) 438-4595 Fax: (212) 438-3975 www.iikennv.com/iikennv/oserdescriodatareo.html Email: nrmsirreoositorvlalsando.com "Repository" shall mean each National Repository and each State Repository. "Rule" shall mean Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time. "State Repository" shall mean any public or private repository or entity designated by the State of Washington as a state repository for the purpose of the Rule. As of the date of this Disclosure Agreement, there is no State Repository. "Underwriter" shall mean Banc of America Securities LLC and its successors and asSignS. 2 P:\FlP\FLP1 R1 03111103 SECTION 3. Provision of Annual Reports. (a) The Obligated Party shall, or shall cause the Dissemination Agent to, not later than nine months following the end of the Obligated Party's fiscal year, commencing with the fiscal year ending December 31, 2003, provide to each Repository an Annual Report which is consistent with the requirements of Section 4 of this Disclosure Agreement. Not later than fifteen (15) Business Days prior to said date, the Obligated Party shall provide the Annual Report to the Dissemination Agent and the Trustee (if the Trustee is not the Dissemination Agent). In each case, the Annual Report may be submitted as a single document or as separate documents comprising a package, and may cross-reference other information as provided in Section 4 ofthis Disclosure Agreement; provided that the audited financial statements for the prior fiscal year of the Obligated Party maybe submitted separately from the balance of the Annual Report. (b) If by fifteen (15) Business Days prior to the date specified in subsection (a) for providing the Annual Report to the Repositories, the Dissemination Agent has not received a copy of the Annual Report, the Dissemination Agent shall contact the Obligated Party to determine ifthe Obligated Party is in compliance with subsection (a). (c) If the Dissemination Agent is unable to verify that an Annual Report has been provided to the Repositories by the date required in subsection (a), the Dissemination Agent shall send a notice to each Repository in substantially the form attached as Exhibit A. (d) The Dissemination Agent shall: (i) determine each year prior to the date for providing the Annual Report the name and address of each National Repository and each State Repository, if any; and (ii) file a report with the Obligated Party, the Authority and (if the Dissemination Agent is not the Trustee) the Trustee certifying that the Annual Report has been provided pursuant to this Disclosure Agreement, stating the date it was provided, and listing all the Repositories to which it was provided. SECTION 4. Content of Annual Reports. The Obligated Party's Annual Report shall consist of financial statements which: (a) Shall be prepared in accordance with applicable generally accepted accounting principles promulgated by the Government Accounting Standards Board ("GASB"), as such principles may be changed from time to time by GASB or its successor; (b) Need not be audited, except, however, that if and when audited financial statements are otherwise prepared and available to the Obligated Party, they will be provided; (c) Shall be provided to the Dissemination Agent, not later than the last day of the ninth month after the end of each fiscal year of the Obligated Party (currently, a fiscal year 3 P:\FlP\FLP1 R1 03l11f03 ending December 31), as such fiscal year may be changed as required or permitted by State law, commencing with the Obligated Party's fiscal year ending December 31,2003; and (d) May be provided in a single or multiple documents, and may be incorporated by reference to other documents that have been filed with each NRMSIR and the SID, or, if the document incorporated by reference is a "final official statement" with respect to other obligations of the Obligated Party, that has been filed with the Municipal Securities Rulemaking Board. SECTION 5. Reporting of Significant Events. (a) Pursuant to the provisions of this Section 5, the Obligated Party shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Bonds, ifmaterial: 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 Bondholders; 8. unscheduled Bond calls (other than mandatory sinking fund redemptions for which notice is given pursuant to Exchange Act Release 34-23856); 9. defeasances; 10. release, substitution or sale of property securing repayment of the Bonds; or 11. Bond rating changes. (b) The Trustee will, promptly after obtaining actual knowledge of the occurrence of any of the Listed Events (except events listed in clauses (a)(5), (8) or (9)) contact the Obligated Party, inform such person of the event, and request that the Obligated Party 4 P:\FLP\FLP1R1 03111103 ~ promptly notify the Dissemination Agent in writing whether or not to report the event pursuant to subsection (t). For purposes of this Disclosure Agreement, "actual knowledge" of the occurrence of such Listed Events will mean actual knowledge by the officer or officers at the corporate trust office of the Trustee with regular responsibility for the administration of the Indenture. (c) Whenever the Obligated Party obtains knowledge of the occurrence of a Listed Event, because of a notice from the Trustee pursuant to subsection (b) or otherwise, the Obligated Party shall as soon as possible determine if such event would be material under applicable federal securities laws; provided that any event under subsections (a)(6) and (11) will always be deemed to be material. (d) If the Obligated Party has determined that knowledge of the occurrence of a Listed Event would be material under applicable federal securities laws, the Obligated Party shall promptly notify the Dissemination Agent in writing. Such notice shall instruct the Dissemination Agent to report the occurrence pursuant to subsection (t). (e) If in response to a request under subsection (b), the Obligated Party determines that the Listed Event would not be material under applicable federal securities laws, the Obligated Party shall so notify the Dissemination Agent in writing and shall provide an opinion of counsel to the same effect, and shall instruct the Dissemination Agent not to report the occurrence pursuant to subsection (t). (t) If the Dissemination Agent has been instructed by the Obligated Party to report the occurrence of a Listed Event, the Dissemination Agent shall file a notice of such occurrence with each Repository with a copy to the Obligated Party. Notwithstanding the foregoing, (i) notice of the occurrence of a Listed Event described in subsections (a)(5), (8) or (9) will be given by the Dissemination Agent upon notice from the Trustee of such event(s) unless the Obligated Party gives the Dissemination Agent affirmative instructions not to disclose such occurrence and (ii) notice of Listed Events described in subsections (a)(8) and (9) need not be given under this subsection any earlier than the notice (if any) of the underlying event is given to the holders of affected Bonds pursuant to the Indenture. SECTION 6. Termination of Reoorting Obligation. The Obligated Party's and the Dissemination Agent's obligations under this Disclosure Agreement shall terminate upon the earlier of the defeasance, prior redemption or payment in full of all of the Bonds or the expiration or termination of the Real Estate Contract If the Obligated Party's obligations under the Real Estate Contract are assumed in full by some other entity, such person shall be responsible for compliance with this Disclosure Agreement in the same manner as ifit were the Obligated Party and the original Obligated Party shall have no further responsibility hereunder. SECTION 7. Dissemination Agent The Obligated Party may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Agreement, and may discharge any such Agent or such Dissemination Agent may resign upon 30 days prior written notice to the Obligated Party, with or without appointing a successor Dissemination Agent The Dissemination Agent shall not be responsible in any 5 P:\FlP\FLP1 R1 03111/03 manner for the content of any notice or report prepared by the Obligated Party pursuant to this Disclosure Agreement. The initial Dissemination Agent shall be the Trustee. The Obligated Party shall pay reasonable compensation to the Dissemination Agent and its out-of-pocket expenses, which fees and expenses shall be in addition to the fees and expenses of the Trustee. The Dissemination Agent shall not be deemed to be acting in any fiduciary capacity hereunder. All information provided to the Dissemination Agent shall be in a form suitable for filing. SECTION 8. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Agreement, the Obligated Party and the Dissemination Agent may amend this Disclosure Agreement (and the Trustee shall agree to any amendment so requested by the Obligated Party) and any provision of this Disclosure Agreement may be waived, provided that the following conditions are satisfied: (a) If the amendment or waiver relates to the provisions of Sections 3(a), 4, or 5(a), it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature or status of an obligated person with respect to the Bonds, or the type of business conducted; (b) The undertaking, as amended or taking into account such waiver, would, in the opinion of nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the original issuance of the Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and (c) The amendment or waiver either (i) is approved by the holders of the Bonds in the same manner as provided in the Indenture for amendments to the Indenture with the consent of holders, or (ii) does not, in the opinion of nationally recognized bond counsel, materially impair the interests of the holders or Beneficial Owners of the Bonds. In the event of any amendment or waiver of a provision of this Disclosure Agreement, the Obligated Party shall describe such amendment or waiver in the next Annual Report, and shall include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type (or, in the case of a change of accounting principles, on the presentation) of financial information or operating data being presented by the Obligated Party. In addition, if the amendment relates to the accounting principles to be followed in preparing financial statements, (i) notice of such change shall be given in the same manner as for a Listed Event under Section 5(0, and (ii) the Annual Report for the year in which the change is made should present a comparison (in narrative form and also, if feasible, in quantitative form) between the financial statements as prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. The Obligated Party shall provide a copy of any amendment hereto to the Authority promptly following its execution. SECTION 9. Additional Information. Nothing in this Disclosure Agreement shall be deemed to prevent the Obligated Party from disseminating any other information, using the means of dissemination set forth in this Disclosure Agreement or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Agreement. If the Obligated Party chooses to include any information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is specifically required by this Disclosure Agreement, the Obligated Party shall have no obligation under this Agreement to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event. SECTION 10. Default. In the event of a failure of the Obligated Party or the Dissemination Agent to comply with any provision of this Disclosure Agreement, the Trustee may (and, at the request of the Underwriter or the holders of at least 25% aggregate principal amount of Outstanding Bonds, accompanied by indemnity satisfactory to the Trustee against all fees, expenses and liabilities, shall), or any holder or Beneficial Owner of the Bonds may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the Obligated Party or the Dissemination Agent, as the case may be, to comply with its obligations under this Disclosure Agreement. A default under this Disclosure Agreement shall not be deemed an Event of Default under the Indenture or the Real Estate Contract, and the sole remedy under this Disclosure Agreement in the event of any failure of the Obligated Party or the Dissemination Agent to comply with this Disclosure Agreement shall be an action to compel performance. SECTION 11. Duties, Immunities and Liabilities of Trustee and Dissemination Agent Article VIII of the Indenture is hereby made applicable to this Disclosure Agreement as if this Disclosure Agreement were (solely for this purpose) contained in the Indenture. The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Agreement, and the Obligated Party agrees to indemnify and save the Dissemination Agent, its officers, directors, employees and agents, harmless against any loss, expense and liabilities which it may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including attorneys fees) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent's negligence or willful misconduct. The obligations of the Obligated Party under this Section shall survive resignation or removal of the Dissemination Agent and payment of the Bonds. SECTION 12. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of the Authority, the Obligated Party, the Trustee, the Dissemination Agent, the Underwriter, and holders fi.om time to time of the Bonds, and shall create no rights in any other person or entity. SECTION 13. Counterparts. This Disclosure Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instnm~ent. U.S. BANK NATIONAL ASSOCIATION, as Dissemination Agent and Trustee By: Its: Authored Signatory CITY OF BREMERTON, WASHINGTON, as Obligated Party Its: Approved as to Form: By:~~ EXHIBIT A NOTICE TO REPOSITORIES OF FAILURE TO FILE ANNUAL REPORT Name of Authority: Kitsap County Consolidated Housing Authority Name of Bond Issue: Revenue Bonds, 2003 (Bremerton Government Center) Name of Obligated Party: City of Bremerton, Washington Date of Issuance: March 14, 2003 NOTICE IS HEREBY G1VEN that the Obligated Party has not provided an Annual Report with respect to the above named Bonds as required by Section 3 of the Continuing Disclosure Agreement dated as of March 1, 2003 between the Obligated Party and U.S. Bank National Association. [The Obligated Party anticipates that the Annual Report will be filed by .] Dated: U.S. BANK NATIONAL ASSOCIATION, as Dissemination Agent, on behalf of Obligated Party cc: Obligated Party A-1