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HomeMy WebLinkAboutResolution 07-09 02/20/2007 RESOLUTION NO. 07-09 A RESOLUTION OF THE CITY OF SPRINGFIELD, LANE COUNTY, OREGON AUTHORIZING THE SALE OF THE CITY'S GENERAL OBLIGATION BONDS TO FINANCE A PROJECT, AND TO PAY COSTS OF ISSUING THE BONDS. WHEREAS, The voters of the City of Springfield (the "City") authorized the City to issue $28,650,000 of general obligation bonds at the general election held on November 2, 2004, to finance a police~ courts and municipal jail facility and related improvements (the projects authorized in that ballot measure for the November 2, 2004 election are referred to collectively as the "Project"), WHEREAS, During its August 16, 2004 Regular City Council meeting, the City Council unanimously passed a motion that the issuance of the general obligation bonds for the construction of the jail component of the police, courts and city prosecutor facility shall not occur until the City Council is satisfied that there is proper funding for staffing and operations of the jail. However, the general obligation bonds could be issued for preliminary expenditures, including design, of the entire facility and for construction of police, courts and city prosecutor facilities, WHEREAS, On July 26,2005 the City issued its General Obligation Bonds, Series 2005, $4,000,000 of which was allocated to finance the design and other preliminary expenditures for the police, comis and municipal jail facility, and costs of providing the police and courts portion of that facility and related improvements, WHEREAS, The City Council is satisfied that there is proper funding for staffing and operations of the jail and finds it desirable to sell the unissued $24,650,000 of general obligations bonds authorized for the Project at the November 2, 2004 election, WHEREAS, The City adopts this resolution to provide the terms under which general obligation bonds may be issued to finance the Project and to pay the costs of issuing the general obligation bonds, NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Springfield, Oregon, as follows: Section 1. Bonds authorized. The City Council ofthe City hereby authorizes the issuance, sale and delivery of one or more series of the General Obligation Bonds (collectively, the "Bonds") to finance the Project and to pay costs of issuing the Bonds. The principal amount of the Bonds to finance the Project shall not exceed$24,650,000 plus the costs related to the authorization, sale, issuance and delivery of the Bonds. Page 1 - Resolution Attachment A-I Section 2. Delegation. The Finance Director, the Interim Assistant City Manager, or the person designated by the Finance Director to act on behalf ofthe City under this Resolution (the "City Official") is hereby authorized, on behalf of the City and without further action by the City Council, to: (1) Participate in the preparation of, authorize the distribution of, and deem final any official statement or other disclosure documents relating to each series of the Bonds. (2) Establish the final principal amounts, maturity schedules, interest rates, sale prices and discount, prepayment terms, payment terms and dates, and other terms of each series of Bonds. (3) Execute and deliver a bond declaration for each series of Bonds, specifying the terms under which each series of Bonds are issued, and making covenants for the benefit of Bondowners, including covenants to protect the tax-exempt status of the Bonds. (4) Solicit competitive proposals for the purchase of any series of Bonds and award the sale of that series to the proposer offering the most favorable terms to the City, or select one or more underwriters, negotiate the terms of the sale of any series of Bonds, and sell that series to those underwriters. (5) Undertake to provide continuing disclosure for each series of Bonds in accordance with Rule 15c2-12 of the United States Securities and Exchange Commission. (6) Apply for ratings for each series of Bonds, determine whether to purchase municipal bond insurance or obtain other forms of credit enhancements for each series of Bonds, enter into agreements with the providers of credit enhancement, and execute and deliver related documents. (7) Appoint an expert advisor to evaluate the negotiated terms and pricing of the Bonds,if determined by the City Official to be in the best interest of the City. (8) Appoint a registrar and paying agent for each series of Bonds. (9) Execute and deliver each series of Bonds to their purchaser. (10) Execute and deliver any agreements or certificates and take any other action in connection with each series of Bonds which the City Official finds is desirable to permit the sale and issuance ofthat series of Bonds in accordance with this Resolution. Section 3. Security for Bonds. The Bonds shall be general obligations of the City. The City hereby pledges its full faith and credit to pay the Bonds, and the City covenants for the benefit of the Bondowners that the City shall levy annually, as provided by law, in addition to its other ad valorem property taxes and outside the limitations of Sections 11 and 11 b of Article IX of the Oregon Constitution, a direct ad valorem tax upon all of the taxable property within the City in sufficient amount, after considering expected discounts and delinquencies in the payment of those ad valorem taxes, to pay the Bonds promptly as they mature. Page 2 - Resolution 07-09 Attachment A-2 Section 4. Tax-Exempt Status. The City covenants to use the proceeds of the Bonds and to otherwise comply with the provisions of the Internal Revenue Code of 1986, as amended (the "Code"), so that interest paid on the Bonds will not be includable in gross income of the Bondowners. The City Official may enter into additional covenants on behalf of the City to protect the tax-exempt status of the Bonds. Section 5. Form and Execution. Each Bond shall be in substantially the form attached hereto as Exhibit A, with such changes as may be approved by the City Official. The Bonds shall be executed on behalf of the City with the facsimile or manual signatures of Mayor and City Recorder. Section 6. Effective Date. This resolution shall take effect on its date of adoption. Adopted by the City Council of the City of Springfield at a regular meeting held ,2007. on Feb. 20 Ayes: 5 Nays: 0 Absent: 1 City of Springfield, Lane County, Oregon Attest: ~~ City Recorder Page 3 - Resolution Attachment A-3 Exhibit A Form of Bond No. R-((BondNumbeD> $((PrincipalAmtNumbeD> UNITED STATES OF AMERICA STATE OF OREGON COUNTY OF LANE CITY OF SPRINGFIELD GENERAL OBLIGATION BONDS SERIES 2007 Dated Date: - Interest Rate Per Annum: ((CouponRate>>% Maturity Date: -' ((MaturityYeaD> CUSIP Number: ((CUSIPNumbr>> Registered Owner: -----Cede & Co.----- Principal Amonnt: -----((PrincipalAmtSpelled>> Dollars----- The City of Springfield, Oregon (the "City"), for value received, acknowledges itself indebted and hereby promises to pay to the Registered Owner hereof, or registered assigns, the Principal Amount indicated above on the Maturity Date indicated above together with interest thereon from the date hereof at the Interest Rate Per Annum indicated above, computed on the basis of a 360-day year of twelve 3D-day months. Interest is payable semiamlUally on the first day of _ and the first day of _ in each year until maturity or prior redemption, commencing _' Payment of each installment of principal or interest shall be made to the Registered Owner hereof whose name appears on the registration books of the City maintained by the City's paying agent and registrar, which is currently (the "Registrar") as of the close of business on the fifteenth day of the calendar month immediately preceding the applicable interest payment date. For so long as this Bond is subject to a book-entry-only system, principal and interest payments shall be paid in same-day funds on each payment date to the nominee of the securities depository for the Bonds. On the date of issuance of this Bond, the securities depository for the Bonds is The Depository Trust Company, a New York corporation ("DTC"), and Cede & Co. is the nominee of DTC. Such payments shall be made payable to the order of "Cede & Co." This bond is one of a duly authorized series of bonds aggregating $ u{ principal amount designated as General Obligation Bonds, Series 2007 (the "Bonds"). The Bonds are issued to fmance a police, courts and municipal jail facility and related costs and to pay costs of issuing the Bonds. The Bonds are issued under and pursuant to Resolution No. of the City adopted on _ and a Bond Declaration executed pursuant to that resolution (the "Declaration"). The Bonds are issued in full and strict accordance and compliance with all ofthe provisions of the Constitution and Statutes ofthe State of Oregon and the Charter of the City. The Bonds constitute valid and legally binding obligations of the City. The full faith and credit of the City are pledged for the punctual payment of the principal of and interest on the Bonds. The City has pledged and is obligated by law to provide for the levy and collection annually of ad valorem taxes without limitation as to rate or amount on all taxable property within the boundaries of the City to pay the principal of and interest on the Bonds. The Bonds do not constitute a debtor indebtedness of Lane County, the State of Oregon, or any political subdivision thereof other than the City. The rights and obligations of the City and the Registered Owners with respect to the Bonds are subject to the terms of the Declaration. The Bonds are initially issued as a book-entry-only security issue with no certificates provided to the beneficial owners. Records of ownership of beneficial interests in the Bonds will be maintained by DTC and its participants. Page 1 - Exhibit A to Resolution Attachment A-4 Should the book-entry only security system be discontinued, the Bonds shall be issued in the form of registered Bonds without coupons in denominations of$5,000 or any integral multiple thereof. Such Bonds may be exchanged for Bonds of the same principal amount, interest rate and maturity date, but different authorized. denominations, as provided in the Declaration. The Bonds shall mature and be subject to redemption as described in the Declaration and the Final Official Statement for the Bonds which is dated ,2007. Unless the book-entry-only system is discontinued, notice of any call for redemption shall be given as required by the Blanket Issuer Letter of Representations to DTC, as referenced in the Declaration. Interest on any Bond or Bonds so called for redemption shall cease on the redemption date designated in the notice. The Registrar will notify DTC promptly of any Bonds called for redemption not less than 30 days prior to the date fixed for redemption. If the book-entry-only system is discontinued, notice of redemption shall be given by first-class mail, postage prepaid, not less than thirty days nor more than sixty days prior to the date fixed for redemption to the registered owner of each Bond to be redeemed at the address shown on the bond register; however, any failure to give notice shall not invalidate the redemption of the Bonds. All Bonds called for redemption shall cease to bear interest from the date designated in the notice. Any exchange or transfer ofthis Bond must be registered, as provided in the Declaration, upon the bond register kept for that purpose by the Registrar. The exchange or transfer of this Bond may be registered only by surrendering it, together with a written instrument of exchange or' transfer which is satisfactory to the Registrar and which is executed by the registered owner or duly authorized attorney. Upon registration, a new registered Bond or Bonds, of the same series and maturity and in the same principal amount, shall be issued to the transferee as provided in the Declaration. The City and the Registrar may treat the person in whose name this Bond is registered on the bond register as its absolute owner for all purposes, as provided in the Declaration. Unless this Bond is presented by an authorized representati ve of DTC to the City or the Registrar for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entry as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the Registered Owner hereof, Cede & Co., has an interest herein. This Bond shall remain in the Registrar's cllstody subject to the provisions of the FAST Balance Certificate Agreement currently in effect between the Registrar and DTC. IT IS HEREBY CERTIFIED, RECITED, AND DECLARED that all conditions, acts, and things required to exist, to happen, and to be performed precedent to and in the issuance of this Bond have existed, have happened, and have been performed in due time, form, and manner as required by the Constitution and Statutes of the State of Oregon and the Charter of the City; and that the issue of which this Bond is a part, and all other obligations of the City, are within every debt limitation and other limit prescribed by such Constitution and Statutes and City Charter; and that the City has covenanted to levy a tax upon all taxable property within the City in an amount sufficient, with other available funds, to pay when due the interest on and the principal of the Bonds. IN WITNESS WHEREOF, the City Council of the City of Springfield, Oregon, has authorized this Bond to be signed by facsimile signature of its City Official as of the _ day of_. Page 2 - Exhibit A to Resolution Attachment A-5 THIS BOND SHALL NOT BE V ALlD UNLESS PROPERLY AUTHENTICATED BY THE REGISTRAR IN THE SPACE INDICATED BELOW. This Bond is one of a series of $ principal amount of City of Springfield, Oregon General Obligation Bonds, Series 2007, issued pursuant to the Declaration described herein. . Date of authentication: _,2007. , as Registrar Authorized Officer ASSIGNMENT FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto (Please insert social security or other identifying number of assignee) this Bond and does hereby irrevocably constitute and appoint attorney to transfer this Bond on the books kept for registration thereof with the full power of substitution in the premises. Dated: as NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears upon the face of this Bond in every particular, without alteration or enlargement or any change whatever. NOTICE: Signature(s) must be guaranteed by a member ofthe New York Stock Exchange or a commercial b~nk or trust company Signature Guaranteed (Bank, Trust Company or Brokerage Firm) Authorized Officer The following abbreviations, when used in the inscription on the face of this Bond, shall be construed as though they were written out in full according to applicable laws or regulations. TEN COM -- tenants in common TEN ENT -- as tenants by the entireties JT TEN -- as joint tenants with right of survivorship and not as tenants in common OREGON CUSTODIANS use the following CUST UL OREG MIN as custodian for (name of minor) OR UNIF TRANS MIN ACT under the Oregon Uniform Transfer to Minors Act Additional abbreviations may also be used though not in the list above. Page 3 - Exhibit A to Resolution Attachment A-6