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HomeMy WebLinkAboutResolution 97-23 05/19/1997 . . . CITY OF SPRINGFIELD LANE COUNTY STATE OF OREGON RESOLUTION No. 97- 23 A RESOLUTION AUTHORIZING THE ISSUANCE OF LIMITED TAX OBLIGATION IMPROVEMENT BONDS, 1997 SERIES ONE, IN THE PRINCIPAL AMOUNT OF NOT TO EXCEED $450,000 FOR THE PURPOSE OF PROVIDING LONG-TERM FINANCING FOR LOCAL IMPROVEMENTS, AND PROVIDING FOR RELATED MATTERS. ADOPTED BY THE CITY COUNCIL ONMAY 19,1997 EFFECTIVE ON MAY 19, 1997 . . . Resolution 97-23, Page 2 TABLE OF CONTENTS TIns TABLE OF CONTENTS IS NOT A PART OF THIS RESOLUTION BUT IS PROVIDED SOLELY FOR THE CONVENIENCE OF THE READER. , FINDINGS ........................................................................ ~ . . . . . . . .. 1 (1) Political Subdivision .............................................................. 1 (2) The Local Improvements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ; . . . . .. 1 (3) Capital Construction or Improvements ............................................... 2 (4) Interim Financing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 2 SECTION 1. DEFINITIONS ..................................................................... 2 SECTION 2. THE BONDS .................................................................;.... 4 (a) Authorization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ~ . . . . . . . . . . . . .. 4 (c) AGGREGATE PRINCIPAL AMOUNT AUTHORIZED......................................... 4 (D) MATURITY DATE, INTEREST RATE AND REDEMPTION PROVISIONS. . . . . . . . . . . . . . . .. . . . . . . . .. 4 (E) PAYMENT OF PRINCIPAL AND INTEREST; PAYMENT THROUGH DTC ......................... 5 (F) NOTICE OF REDEMPTION .................. ~ . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . .. 5 (G) PARTIAL REDEMPTIONS .................................................. .'......... 6 (H) EFFECT OF REDEMPTION ........................................................... 7 (I) REGISTERED BONDS; DENOMINATIONS; FORM; EXECUTION . . . . . . . . . . . . . . . . . . . . '. . . . . . . . . . .. 7 (J) EXCHANGE AND TRANSFER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 7 (K) PROVISIONS FOR BOOK-ENTRY SYSTEM ............................................... 8 SECTION 3. SALE OF BONDS; AUTHORIZATION OF AND DIRECTION TO FINANCE DIRECTOR. . . . . . . . . . . . . . . .. 9 (a) Sale of Bonds ..................................... '. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 9 (B) AUTHORIZATION OF AND DIRECTION TO THE CITY FINANCE DIRECTOR . . . ... . . . . . . . . . . . . . . . .. 9 SECTION 4. ApPLICATION OF BOND PROCEEDS ................................................... 11 SECTION 5. SECURITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 11 SECTION6. MAINTENANCE OF TAX-ExEMPT STATUS .;......................:..................... 12 SECTION 7. PAYING AGENT AND REGISTRAR; AUTHENTICATION; PERSONS TaEA TED AS OWNERS; REGISTRATION AND TRANSFER .............................................;....................... 13 (a) Appointment and Duties of Paying Agent and Registrar; Successors and Replacements ...... 13 (B) AUTHENTICATION . . . . . . . . . . . . . . . . . . . . . ~ . . . ." . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 13 (c) PERSONS TREATED AS O\VNERS ...... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ',' 14 SECTION 8. DEFEASANCE......... .l........ . ..................... . . .......... . . .. . ..... . .... 14 SECTION 9. ADDITIONAL ACTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . '. . . . . . . . . . . . . . . . . . . . . .. 14 SECTION 10. ADDITIONAL AUTHORIZA TIONS .................................................... 14 ,j Resolution 97-23 Page 3 . SECTION 11. EFFECTIVENESS OF RESOLUTION ...................................... ~ . . . . . .. . . . .. 15 BOND FORM APPENDIX . . ii . . . CITY OF SPRINGFIELD LANE COUNTY STATE OF OREGON RESOLUTION No. 97- 23 A RESOLUTION AUTIlORIZING THE ISSUANCE OF LIMITED TAX OBLIGATION IMPROVEMENT BONDS, 1997 SERIES ONE, IN THE PRINCIPAL AMOUNT OF NOT TO EXCEED $450,000 FOR THE PURPOSE OF PROVIDING LONG-TERM FINANCING FOR LOCAL IMPROVEMENTS, AND PROVIDING FOR RELATED MATTERS. FINDllNGS. As the preamble to this Resolution, the Common Council (the "Council") of the City of Springfield, Oregon (the "City") hereby recites the matters set forth below. To the extent any of the foIIowing recitals relates to a finding or determination which must be made by the Council in connection with the subject matter of this Resolution or any aspect thereof, the Council declares that by setting forth such recital such finding or determination is thereby made, by the Council. The recitals, findings and determinations set forth herein constitute a part of this Resolution. (1) POLITICAL SUBDIVISION. The City is a municipality and political subdivision organized and existing under and pursuant to the laws of the State of Oregon and the Charter of the City (the "Charter"). (2) THE LOCAL IMPROVEMENTS. The City has heretofore undertaken the acquisition, construction and improvement of the Local Improvements (as defined herein). The City has heretofore assessed the properties benefitted by the Local Improvements in accordance with the provisions of ORS Chapter 223 and the applicable provisions of the City Charter (the "Assessments"). (3) CAPITAL CONSTRUCTION OR IMPROVEMENTS. The Local Improvements constitute "capital construction or improvements" within the meaning of ORS 288.160(1) and 310.140. RESOLUTION No. 97- 23 PAGE 1 . . . (4) ISSUANCE OF BONDS TO PROVIDE LONG-TERM FINANCING. Under and pursuant to ORS 223.205 to 223.295, as amended (the "Bancroft Bonding Act"), the City is authorized to issue its limited tax general obligation improvement bonds for the purpose of long-term financing for the Local Improvements (the "Bonds"). The Bonds shall be payable from the Assessments and, to the extent the Assessments should prove insufficient to pay the amounts owing on the Bonds when due, from (a) ad valorem property taxes levied by the City within the limitations imposed on the City's taxing powers pursuant to the Oregon Constitution; and (b) any other revenues of the City of whatever kind or nature and from whatever source derived which, under applicable law, are not specifically restricted to uses other than the payment of the amounts owing on the Bonds, including but not limited to property taxes and other taxes of whatever kind or nature. Now, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY AS FOLLOWS: SECTION 1. DEFINITIONS. As used in this Resolution, the following terms shall have the respective meanings set forth in this Section 1. "ASSESSMENTS" means the unpaid balance (including both principal and interest) of the assessments levied against the properties benefitted by the Local Improvements. "AUTHORIZING LEGISLATION" means, collectively, the Bancroft Bonding Act, this Resolution, the City Charter and other applicable provisions of Oregon law governing the issuance and sale of the Bonds as provided in this Resolution. "AVAILABLE FUNDS" shall mean funds derived from the following sources: (i) the net proceeds derived by the City from the sale of any property upon foreclosure ofthe assessment lien thereon as a result of the failure to pay when due anyone or more installment of the Assessment levied against such property; , (ii) any proceeds of the Bonds not used to provide permanent financing for an Assessment and any moneys received by the City as a result of the prepayment of any Assessment pursuant to and as permitted by applicable law; (iii) any revenues derived from ad valorem taxes levied for the purpose of paying amounts owing on the Bonds to the extent such tax revenues collected in a particuFar fiscal year, when added to other funds available for such purpose, exceed the amount needed to pay all regularly scheduled payments of principal of and interest due on the Bonds; and (iv) any other moneys on deposit from time to time in the City's Bancroft Bond Fund or the Special Assessment Fund (but not including any moneys derived from the proceeds of bonds or other debt obligations issued by the City) to the extent such moneys are not RESOLUTION No. 97- 23 PAGE 2 . . . needed for other purposes and the City determines to apply them to the redemption of outstanding Bonds. "BANCROFT BONDING ACT" means ORS 223.205 to 223.295 as in effect on the date of issuance of the Bonds. "BENEFICIAL OWNERS" shall mean, whenever used with respect to a Bond, the person or entity in whose name such Bond is recorded as the beneficial owner of such Bond by a Participant on the records of such Participant pursuant to the arrangements for book-entry determination of ownership applicable to the Securities Depository. "BONDS" means the City's Limited Tax Obligation Improvement Bonds, 1997 Series One authorized to be issued under this Resolution. "BOOK-ENTRY SYSTEM" shall mean that system whereby the clearance and settlement of securities transactions is made through electronic book-entry changes, thereby eliminating the need of physical movement of securities. "CEDE & CO." shall mean Cede & Co., the nominee ofDTC, and any successor nominee of DTC with respect to the 'Bonds. "COUNCIL" means the Common Council of the Cityacting as the duly constituted governing body of the City in which the City's legislative powers are vested under law. ' "DTC" shall mean The Depository Trust Company, a limited purpose trust company organized under the laws of the State of New York, and its successors and assigns. "GOVERNMENT OBLIGATIONS" shall have the meaning assi~ed to such phrase in ORS 288.605(5) or any successor provision of law which provides for the defeasance of outstanding bonds through the use of obligations issued or guaranteed by the United States of America or otherwise backed by the full faith and credit of the United States of America. "INTEREST PAYMENT DATE" means each December 1 and June 1 of each year, commencing December 1, 1997. "LOCAL IMPROVEMENTS" means the following local improvement projects: (1) Project No. 1-827 - "M" Street: installation of 1200 feet of asphalt paving, concrete curbs, gutters, sidewalks, street trees, street lighting and storm drainage for "M"Street from Rainbow Drive to Prescott Lane and vicinity. (2) Project No. 1-941 - South 69th Place: Widening and improvement of the east side of South 69th Place from Cascade Drive southerly for approximately 500 feet. RESOLUTION No. 97- 23 PAGE 3 . . . Improvements consist of asphalt paving, concrete curbs, gutters, sidewalks and street lighting. . (3) Project No. 1-818 - "A" Street: Installation of 350 linear feet of asphalt paving, concrete curbs, gutters, sidewalks and street lighting in the vicinity of 65th Street. (4) Project No. 1-817 - Olympic Street: Widening and realignment of Olympic Street from 28th Street to 42nd Street. Project length is 47000 feet and improvements consist of asphalt paving, concrete curbs, gutters, sidewalks, street trees, street lighting and storm drainage. (5) Project No. 1-926 - South 34th Street: Installation of 725 linear feet of asphalt paving, concrete curbs, gutters, sidewalks, street trees, street lighting and storm drainage on South 34th Street from Main Street to Oregon Avenue. "PARTICIPANT" shall mean a broker-dealer, bank or other financial institution for which DTC holds Bonds as Securities Depository. "PAYING AGENT" means the paying agent for the Bonds appointed pursuant to Section 7 of this Resolution, the initial paying agent being First Trust National Association. "REGISTRAR" means the registrar for the Bonds appointed pursuant to Section 7 of this Resolution, the initial registrar being First Trust NationalAssociation. "SECURITIES DEPOSITORY" shall mean, initially, The Depository Trust Company, New York, New Y ork,and its successors and replacement securities depository appointed hereunder. SECTION 2. THE BONDS. (A) AUTHORIZATION.. PUrsuant to and subject to the requirements of the Authorizing Legislation, the City shall issue the Bonds for the purpose of providing long-term financing for the Local Improvements and for paying the costs incurred in connection with the issuance of the Bonds, all as provided in and subject to the limitations hereinafter set forth in this Resolution. (B) DATE OF BONDS; DESIGNATION. The Bonds shall be dated June 1, 1997. The Bonds shall be designated "City of Springfield, Oregon, Limited Tax Obligation Improvement Bonds, 1997 Series One." . (C) AGGREGATE PRINCIPAL AMOUNT AUTHORIZED. The Bonds are hereby authorized to be issued in an aggregate principal amount not to exceed the sum of $450,000 or in such lesser aggregate principal. amount as shall be determined by the City Finance Director pursuant to the authority conferred in Section 3 of this Resolution. RESOLUTION No. 97- 23 PAGE 4 . . . (D) MATURITY DATE, INTEREST RATE AND REDEMPTION PROVISIONS. The Bonds will mature on December 1, 2009. The Bonds shall bear interest at the rate as shall be established by the City's Finance Direc~or, in accordance with and subject to the limitations set forth in Section 3 ofthis Resolution, with all accrued interest to be due, and payable semiannually on each Interest Payment Date, commencing with the first Interest Payment Date following the issuance and delivery of the Bonds. The Bonds shall be subject to special redemption prior to maturity in whole or in part on any Interest Payment Date out of Available Funds, any such redemption to be without premium at a price equal to 100% of the principal amount of the Bonds to be redeemed plus accrued and unpaid interest thereon to the date fixed for redemption. (E) PAYMENT OF PRINCIPAL AND INTEREST; PAYMENT THROUGH DTC. Principal of each Bond shall be paid only on or after the stated maturity date thereof or date fixed for earlier redemption thereof, and then only upon presentation and surrender of such Bond to the Paying Agent at its principal corporate trust office. Interest on each Bond shall be paid on each Interest Payment Date by check or draft drawn upon and mailed by the Paying Agent to the registered owner of such Bond at the address thereof, all as shown on the registration books maintained by the Registrar as of the 15th day of the month next preceding the Interest Payment Date. Notwithstanding the foregoing, so long as the Bonds are subject to the Book-Entry System, payment of principal of and interest on the Bonds when due shall be paid through the facilities of DTC in accordance with the rules, regulations and practices established and followed in connection with the Book-Entry System. (F) NOTICE OF REDEMPTION. Notice of any mandatory or optional redemption of any Bonds shall be given in writing by the Paying Agent and Registrar, in the name of the City, by first class mail, postage prepaid, to the registered owner of each Bond called for redemption at the registered address thereof, all as shown on the registration books maintained by the Registrar as of the 15th day next preceding the date of mailing of such notice, any such notice to be mailed not less than 30 nor more than 45 days prior to the date fixed for the redemption of the Bonds to which such notice pertains; provided that, so long as the Bonds remain subject to the Book-Entry System, notice of redemption shall be given at the time, to the entity and in the manner required by the rules, regulations and practices established and followed in connection with the Book-Entry System, and no other notice of redemption shall be required to be given. - Each notice of redemption shall: (i) identify by number the Bonds (or principal portions thereof) called for redemption; RESOLUTION No. 97- 23 PAGE 5 . . . (ii) state the redemption price of the Bonds called for redemption, which redemption price may be stated as a percentage of.the principal amount thereof called for redemption plus accrued and unpaid interest thereon; (iii) state the date fixed for redemption; (iv) provide the address of the place at which the Bonds called for redemption must be presented and surrendered to the Paying Agent on or after the date fixed for redemption in order to receive payment of the redemption price thereof; (iv) state that from and after the date fixed for redemption, interest on the Bonds (or principal portions thereof) called for redemption shall cease to accrue and the owners of such Bonds or portions thereof shall thereafter only be entitled to receive the redemption price thereof upon the presentation and surrender of such Bonds to the Paying Agent; (v) in the case of an optional redemption, state that if, for any reason, the City, not less than five business days prior to the redemption date specified in such notice, does not: (A) cause to be deposited with the Paying Agent funds sufficient to pay the redemption price of the Bonds or portions thereof to which such notice relates, or (B) provide the Paying Agent with reasonable assurance that such funds will be deposited with the Paying Agent not less than one business day prior to the date fixed for redemption, then and in any such event such call for redemption shall be null, void and of no force or effect and the Bonds or portions thereof so called for redemption shall continue to remain outstanding as if such notice and called had never been given or made; and (v) set forth such other matters or information as may be required by law or, in the judgment of the City, be necessary or appropriate. The Paying Agent shall give such notice of redemption as soon as practicable following the receipt of written direction from the City to do so. The Paying Agent shall not have the right to demand, as a condition precedent to the giving of any such notice of redemption that moneys be deposited with the Paying Agent sufficient to pay the redemption price of any Bonds or portions thereof called for redemption, nor shall the City be required to make any'such deposit prior to the giving of any notice of redemption by the Paying Agent to the registered owners of the Bonds. ill the case of an optional redemption, if, for any reason, the City, not less than five business days prior to the redemption date specified in such notice, does not: (A) cause to be deposited with the Paying Agent funds sufficient to pay the redemption price of the Bonds or portions thereof to which such notice relates, or (B) provide the Paying Agent with reasonable assurance that such funds will be deposited with the Paying Agent not less than one business day prior to the date fixed for redemption, then and in any such event such call for redemption shall be canceled and be null, void and of no force or effect and the Bonds or portions thereof so called for redemption shall continue to remain outstanding as if such notice and called had never been given or made. In any RESOLUTION No. 97- 23 PAGE 6 . . . such event, the Paying Agent shall, as soon as practical, cause to be mailed, postage prepaid, to each registered owner of the Bonds or portions thereof which were so called for redemption a written notice of such cancellation. (G) PARTIAL REDEMPTIONS. In the case of a partial redemption and with respect to any Bonds evidenced by a single certificate in a denomination greater than $5,000, principal portions of such Bonds may be called for redemption in amounts equal to $5,000 or any integral multiple thereof. In case less than all of the principal portion of a Bond is so called for redemption, then upon presentation and surrender of such Bond to the Paying Agent ' for payment of the redemption price thereof on or after the date fixed for redemption, the City shall execute and the Registrar shall authenticate and deliver to the registered owner thereof a new Bond of the same maturity and interest rate in a denomination equal to the unredeemed principal portion of the Bond so surrendered. If less than all of the outstanding Bonds are to be called for redemption at the option of the City, the City shall have the right to specify the particular maturities to be redeemed and the principal amounts of each such maturity. If less than all of the Bonds of a particular maturity are called for redemption, the Registrar shall select, by lot or in such other manner as the Registrar deems fair, the particular Bonds or principal portions thereof to be so redeemed. (H) EFFECT OF REDEMPTION. If on the date fixed for redemption of any Bonds or portions thereof the City has deposited or caused to be deposited and set aside with the Paying Agent funds sufficient to pay the redemption price of such Bonds, then and in such event such Bonds or portions thereof shall cease to accrue interest from and after the date fixed for such redemption and shall no longer be deemed to be outstanding or entitled to the security of or any benefits provided by this Resolution or the Act, and the City shall have no further liability for the payment thereof, and the owners thereof shall only be entitled to payment of the purchase price thereof (without right to any interest thereon from and after the date fixed for redemption) from the moneys held by the Paying Agent for such purpose upon presentation and surrender of such Bonds at the principal corporate trust office of the Paying Agent. (I) REGISTERED BONDS; DENOMINATIONS; FORM; EXECUTION. The Bonds shall be issued only in fully registered form without coupons in denominations of Five Thousand Dollars ($5,000) or integral multiples thereof not in excess of the principal amount maturing in anyone year; provided that ifthe aggregate principal amount of Bonds actually issued is not an integral multiple of$5,000, then and in such event one Bond may be issued in a denomination such that the principal amount of such Bond, when added to the aggregate principal amount of all other Bonds issued in denominations of$5,000 or integral multiples thereof, will equal the aggregate principal amount of all Bonds actually issued hereunder. The Bonds shall be issued in substantially the form attached to this Resolution as the Bond Form Appendix, but with such variations, changes, and additions as may be necessary or appropriate and not contrary to, or in violation of, the terms of this Resolution or applicable law. RESOLUTION No. 97- 23 PAGE 7 <-_..~-.- ,",,:":'W;._~'-- . . . The Bonds shall be signed on behalf of the City by means of the manual or facsimile signatures of the Mayor of the City and the City Finance Director. The manual or facsimile signatures of such officer that appear on the Bonds shall continue to be valid for all purposes notwithstanding the fact that at the time of authentication of a particular Bond either or both officers whose signature so appears on such Bond is no longer holder such office. (J) EXCHANGE AND TRANSFER. Bonds may be exchanged for an equal principal amount of Bonds of the same maturity and interest rate but which are in different authorized denominations, and Bonds may be transferred to other owners, if the BondoWner submits the following to the Registrar: (i) written instructions for exchange or transfer satisfactory to the Registrar, signed by the Bondowner or his attorney in fact and guaranteed or witnessed in a manner satisfactory to the Registrar; and (ii) the Bonds to be exchanged or transferred. The Registrar shall not be required to exchange or transfer any Bonds submitted to it during any period beginning with a Record Date and ending on the next following Interest Payment Date; however, such Bonds shall be exchanged or transferred promptly following that Interest Payment Date. For purposes of this section, Bonds shall be considered submitted to the Registrar on the date the Registrar actually receives the materials described above in this subsection 2(1). The City may alter these provisions regarding registration and transfer to conform to market standards by mailing notification of the altered provisions to all Bondowners. The altered provisions shall take effect on the date stated in the notice, which shall not be earlier than 45 days after notice is mailed. Notwithstanding the foregoing provisions, while the Bonds are subject to a Book-Entry System the provisions set forth in Section 2(K) below shall govern the transfer and exchange of beneficial interests in the Bonds. (K) PROVISIONS FOR BOOK-ENTRY SYSTEM. The Bonds will initially be subject to a Book-Entry System of ownership and transfer, which Book-Entry System shall continue with respect to the Bonds until such time as the same is discontinued as provided in (iii) below. The general provisions for effecting such Book-Entry System are as follows: (i) the City hereby designates DTC, as the initial Securities Depository hereunder. (ii) Notwithstanding the provisions regarding exchange and transfer of Bonds set forth in this Resolution, the Bonds shall initially be evidenced by one certificate for each RESOLUTION No. 97-23 PAGE 8 . . . maturity, in an amount equal to the aggregate principal amount thereof. The Bonds so initially delivered shall be registered in the name of "Cede & Co." as nominee for DTC. The Bonds may not thereafter be transferred or exchanged on the registration books of the City held by the Registrar except: (A) to any successor Securities Depository desIgnated pursuant to (iii) below; (B) to any successor nominee designated by a Securities Depository; or (C) if the City shall, by resolution, elect to discontinue the Book-Entry System pursuant to (iii) below, the City will cause the Registrar to authenticate and deliver replacement Bonds in fully registered form in Authorized Denominations in the names of the beneficial Owners or their nominees; thereafter the provisions of this Resolution regarding registration, transfer and exchange of Bonds shall apply. (iii) Upon the resignation of any institution acting as Securities Depository hereunder, or if the City determines that continuation of any institution in the role of Securities Depository is not in the best interests of the Beneficial Owners, the City will attempt to identify another institution qualified to act as Securities Depository hereunder or will discontinue the Book-Entry System by resolution. If the City is unable to identify such , successor Securities Depository prior to the effective date of the resignation, the City shall discontinue the Book-Entry System, as provided in (ii)(C) above. (iv) So long as the Book-Entry System is used for the Bonds, the Registrar will give any notice of redemption or any other notices required to be given to owners of Bonds only to the Securities Depository or its nominee registered as the owner thereof. Any failure of the Securities Depository to advise any of its Participants, or of any Participant to notify the Beneficial Owner, of any such notice and its content or effect will not affect the validity of the redemption of the Bonds called for redemption' or of any other action premised on such notice. Neither the City nor the Registrar is responsible or liable for the failure of the Securities Depository or any Participant thereof to make any payment or give any notice to a Beneficial Owner in respect of the Bonds or any error or delay relating thereto. SECTION 3. SALE OF BONDS; AUTHORIZATION OF AND DIRECTION TO FINANCE DIRECTOR. (A) SALE OF BONDS. The Bonds shall be sold in a negotiated sale to such underwriter(s) as shall be selected by the City Finance Director pursuant to the authority conferred in Section 3(B)(n) below. RESOLUTION No. 97- 23 PAGE 9 . . . (B) AUTHORIZATION OF AND DIRECTION TO THE CITY FINANCE DIRECTOR. The City Finance Director is hereby authorized, empowered and directed, for and on behalf of the City, to: (I) PRELIMINARY OFFICIAL STATEMENT: cause to be prepared, in accordance with the requirements ofORS 288.865, a preliminary official statement in substantially final form describing the Bonds and setting forth such information concerning the City, the Assessments, the Local Improvements and the Bonds as may be necessary or appropriate in order to disclose all material information which a prospective investor would need in order to make an informed decision with respect to an investment in the Bonds; (II) SELECTION OF UNDERWRITER; BOND PURCHASE AGREEMENT: select one or more firms, to act as underwriter(s) with respect to the Bonds (the "Underwriter") and negotiate the terms and conditions of a bond purchase agreement providing for the sale of the Bonds to the Underwriter (the "Bond Purchase Agreement"), and to execute and deliver such Bond Purchase Agreement for and on behalf of the City; (m) FINAL OFFICIAL STATEMENT: to cause to be prepared within the time requited by law a final official statement describing the Bonds and setting forth such information concerning the City, the Assessments, the Local Improvements and the Bonds as may be necessary or appropriate in order to disclose all material information which a prospective investor would need in order to make an informed decision with respect to an investment in the Bonds; (IV) ESTABLISH PRINCIPAL: establish the actual principal amountofthe Bonds to be issued, provided that in no event shall the Bonds be issued in an aggregate principal amount in excess of the amount needed to provide long-term financing for the Local Improvements, to pay the costs of any Credit Facility (as defined below) acquired to better secure the Bonds, and to pay the costs of issuance incurred in connection with the issuance and sale of the Bonds; (v) ESTABLISH INTEREST RATES AND REDEMPTION PROVISIONS: establish the rate of interest per annum to be applicable to the Bonds, provided that in no event shall the true interest cost of the Bonds exceed 8.0%; and (VI) ACQUIRE CREDIT FACILITY: if the Finance Director determines that it is in the best interests of the City: (A) acquire a letter of credit, a municipal bond insurance policy, a surety bond, standby bond purchase agreement or other credit enhancement device to provide credit enhancement for all or any portion of the Bonds, or to meet all or a portion of the reserve requirement with respect to the Bonds (herein called a "Credit Facility"); RESOLUTION No. 97- 23 PAGE 10 . . . (B) negotiate such terms and conditions relating to such Credit Facility as the Finance Director deems appropriate and in the best interests of the City; and (C) execute and deliver all documents and agreements necessary or appropriate in order to obtain such Credit Facility, and use proceeds of the Bonds or other lawfully available moneys to pay any premium or other fees and expenses required to obtain such Credit Facility. The authority of the Finance Director to determine the terms of the Bonds as provided in subsections (IV) and (V) above shall be exercised by setting forth such terms as so determined and established in either the Bond Purchase Agreement or in a Certificate of the City's Finance Director executed in connection with the sale the Bonds and, to the extent so required under applicable law, shall constitute the completion of the determination of such matters by the City as a public body. SECTION 4. ApPLlCA nON OF BOND PROCEEDS. Proceeds derived from the issuance and sale of the Bonds shall be used and applied as follows: (i) an amount equal to the accrued interest paid by the original purchaser(s) of the Bonds shall be deposited into the Bancroft Bond Fund heretofore established by the City and used to pay the interest first coming due on the Bonds; and (ii) the balance of the proceeds derived from the issuance and sale of the Bonds shall be used to pay the costs of issuance incurred in connection with the issuance and sale of the Bonds and to pay the costs of any Credit Facility acquired in order to better secure the Bonds. Any Bond proceeds remaining after payment of all costs of issuance incurred in connection with the Bonds and not needed to provide long-term financing for' the Local Improvements shall be transferred to the Bancroft Redemption Fund. . SECTION 5. SECURITY. The Bonds shall constitute limited tax obligations of the City secured by the taxing power of the City (subject to the limitations on such taxing powers imposed , under Sections 11 b(1) and 11 g, Article XI ofthe Oregon Constitution) and also by a pledge of the Assessments, all as provided in the Bancroft Bonding Act. In ac~ordance with ORS 287.006 and 223.235(4) and (6) and ORS 288.155(6)(b), the City hereby covenants and agrees, with and for the benefit of the owners from time to time of the Bonds, that: (a) it will annually levy a direct ad valorem tax upon all of the taxable property within the City's jurisdictional boundaries in an amount which, after taking into consideration discounts taken and delinquencies that may occur in the payment of such taxes and all other moneys reasonably expected to be availaole and used for the payment of debt service on outstanding Bonds (including payments received on the Assessments), shall be RESOLUTION No. 97- 23 PAGE 11 . . . sufficient to pay when due the principal of and interest on all outstanding Bonds; provided that the City's obligation to levy such taxes as aforesaid shall be subject in all respects to the limitations of Sections 11 b(1) and 11 g, Article XI of the Oregon Constitution, and in no event shall the amount of such taxes levied in anyone year exceed the amount permitted to be levied for the purpose of paying the Bonds under Sections 11 b(1) and 11 g, Article XI of the Oregon Constitution; and (b) to the extent the payments received by the City on the Assessments and any taxes levied by the City as provided in (a) above are insufficient to pay when due all amounts owing on the Bonds, the City will make up any such deficiency, and will pay when due the amounts owing on the Bonds, out of any other revenues of the City of whatever kind or nature and from whatever source derived which, under applicable law, are not specifically restricted to uses other than the payment of the amounts owing on the Bonds, including but not limited to property taxes and other taxes of whatever kind or nature. Subject to the limitations of Sections 11 b( 1) and 11 g, Article XI of the Oregon Constitution, the ad valorem taxes to be levied by the City for the purpose of paying when due the principal of and interest on all issued and outstanding Bonds as provided in (a) above shall be levied and collected outside of, and in addition to, any ad valorem taxes levied and collected by the City within its voter approved tax base. The obligation to levy ad valorem taxes and to otherwise pay the Bonds out of any lawfully available revenues of the City as provided in this section, and subject to the limitations referred to herein, shall constitute a contract between the City and the owners from time to time of the Bonds. SECTION 6. MAINTENANCE OF TAX-EXEMPT STATUS. The City hereby covenants and agrees that it will not take any action which would cause the interest on the Bonds to become includable for federal income tax purposes in the gross incomes of the owners thereof, and that the City will take all reasonable actions within its control necessary in order to ensure that the interest on the Bonds remains excludable for federal income tax purposes from the gross incomes of the owners thereof. In addition, the City further covenants and agrees that it will not make any use of the proceeds of the Bonds or the Local Improvements to be financed with the proceeds of the Bonds which would result in the Bonds being or becoming (a) private activity bonds within the meaning of Section 141(a) of the Internal Revenue Code of 1986, as amended (the "Code") or (b) arbitrage bonds within the meaning of Code Section 148(a). The City may, in subsequent resolutions of the Council and in the certificates executed and delivered by the City Finance Director in connection with the issuance and sale of the Bonds, make additional covenants to insure that interest paid on the Bonds will remain excludable for federal income tax purposes ,from the gross incomes of the owners of the Bonds, in which event such additional covenants shall constitute contracts with the owners of the Bonds. RESOLUTION No. 97- 23 PAGE 12 . SEcnON 7. PAYING AGENT AND REGISTRAR; AUTHENTICATION; PERSONS TREATED AS OWNERS; REGISTRATION AND TRANSFER. (A) ApPOINTMENT AND DUTIES OF PAYING AGENT AND REGISTRAR; SUCCESSORS AND REPLACEMENTS. First Trust National Association, Portland, Oregon, is hereby appointed to act as Registrar and Paying Agent with respect to the Bonds. The Paying Agent and Registrar shall perform all duties with respect to the Bonds required of it under this Resolution or customarily provided by persons acting in such capacities, including but not limited to the transmittal of payments on the Bonds the registered owners thereof, the giving of required notices of redemption, the authentication, registration and transfer of Bonds and the maintenance of registration books with respect to the ownership ofthe Bonds. Any entity into which the Paying Agent and Registrar shall be merged shall succeed to the duties of Paying Agent and Registrar hereunder without any further act on the part of the City, subject to the terms and conditions of this Resolution including (but not limited to) the right of the City to remove such successor Paying Agent and Registrar as provided herein. . The City may remove any Paying Agent and Registrar by giving written notice thereof to the Paying Agent and Registrar to be so removed, in which event a successor or replacement Paying Agent and Registrar shall be appointed for the Bonds by resolution of the City Council; provided that not less than 45 days prior to the effective date of any such appointment, the City shall cause to be mailed to the registered owner of each outstanding Bond a written notice specifying the name and address of such successor or rePlacement and the effective date of such appointment; and . providedfurther that no removal of the Paying Agent and Registrar shall be effective until such time as a qualified successor has agreed to act as Paying Agent and Registrar. Any Paying Agent and Registrar may resign by giving written notice thereofto the City, in which event a successor or replacement Paying Agent and Registrar shall be appointed for the Bonds by resolution of the City Council; provided that not less than 45 days prior to the effective date of any such appointment, the resigning Paying Agent and Registrar, at its own expense, shall cause to be mailed to the registered owner of each outstanding Bond a written notice specifying the name and address of such successor or replacement and the effective date of such appointment; and I providedfurther that no resignation of the Paying Agent and Registrar shall be effective until such time as a qualified successor has agreed to act as Paying Agent and Registrar. (B) AUTHENTICATION. No Bond shall be entitled to any right or benefit under this Resolution or any resolutions adopted pursuant to this Resolution unless it shall have been authenticated by an authorized officer of the Registrar. The Registrar shall authenticate all Bonds to be delivered at closing of this Bond issue, and shall additionally authenticate all Bonds properly surrendered for exchange or transfer pursuant to this Resolution. The Registrar shall note the date of authentication on each Bond, which date shall be the date on which the owner's name is listed on the Bond register. . RESOLUTION No. 97- 23 PAGE 13 _. ----~--- .-:-.. ~.-----_." . . . (c) PERSONS TREATED AS OWNERS. The ownership of all Bonds shall be entered in the Bond register maintained by the Registrar, and the City and the Registrar may treat the person listed as owner in the Bond register as the owner of the BondJor all purposes. SECTION 8. DEFEASANCE. In the event that: (i) the City shall cause to be irrevocably deposited with the Paying Agent or any other agent appointed for such purpose, cash or Government Obligations, or both, in an amount sufficient to pay when due the principal of, premium (if any) and interest on the Bonds or such portion of the Bonds as the City shall designate; and (ii) the City shall irrevocably instruct such agent in writing to apply such cash or Government Obligations to the payment when due of the principal of, premium (if any) and interest on the Bonds or such designated portion of the bonds; and (iii) if some or all of the Bonds (or designated portion thereof) are to be redeemed prior to maturity, the City shall irrevocably instruct the Paying Agent in writing to call the Bonds for redemption on such date or dates and in such principal amounts as the City shall specify; then upon such deposit the Bonds or such designated portion thereof shall be deemed to have been paid in full and no longer be outstanding under this Resolution for any purpose other than the , subsequent transfer and exchange of such Bonds as provided herein and the payment when due of the principal of and interest on such Bonds out of the cash or Government Obligations so deposited, and the Bonds or such designated portion thereof shall thereafter be secured solely and only by the cash or Government Obligations so deposited and the Bonds or such designated portion thereof shall no longer be secured by the full faith and credit of the City or the taxing powers of the City. SECTION 9. ADDITIONAL ACTION. The City Council may authorize' by subsequent resolution any acts or other matters necessary or appropriate in connection with the issuance, sale, and delivery of the Bonds and the performance by the City of its covenants and obligations with respect thereto. SECflON 10. ADDITIONAL AUTHORIZATIONS. The Finance Director is hereby authorized, empowered and directed, for and on behalf of the City, to do and perform all acts and things necessary or appropriate to issue and sell the Bonds and otherwise implement the provisions of this Resolution, including but not limited to the execution and delivery of such documents, instruments, certificates and agreements as may be necessary or appropriate in connection with the Bonds or any Credit Facility therefor. RESOLUTION No. '7- 23 PAGE 14 . . . SECTION 11. EFFECTIVENESS OF RESOLUTION. This Resolution shall take effect immediately upon its adoption by the City Council. ADoPTED BY THE CITY COUNCIL OF CITY OF SPRINGFIELD AT A REGULAR MEETING HELD ON MAY 19, 1997 BY THE FOLLOWING VOTES: . AYES: 5 o NAYS: ,/2;~~ MAYOR A TIEST: ~WL U0Q~~ 1):t:'~'JCet:J RDER RESOLUTION No. 97- 23 PAGElS . . "::JlQN~..J1q,~ , ,.,,!:j:,'.t\PPENDlx. . I '. . . CITY OF SPRINGFIELD LANE COUNTY, STATE OF OREGON LIMITED TAX OBLIGATION IMPROVEMENT BOND 1997 SERIES ONE ORIGINAL ISSUE DATE INTEREST RATE MATURITY DATE CUSIP The City of Springfield, Oregon, a municipal corporation and political subdivision duly created and existing under the laws of the State of Oregon ("the City"), for value received, hereby promises to pay to the Registered Owner specified above on the Maturity Date specified above the Principal Amount specified above, and to pay interest on said Principal Amount at the Interest Rate per annum specified above from the later of the Original Issue Date specified above or the last Interest Payment Date (as herein defined) through which interest has been paid, with all accrued interest to be due and payable semiannually on December I and June I of each year, commencing December 1,1997 (each an "Interest Payment Date"). Interest on this Bond shall be paid on each Interest Payment Date by check or draft drawn upon and mailed by the City's paying agent and registrar (the "Paying Agent" or "Registrar") to the Registered Owner of this Bond at the address thereof, all as shown on the registration books maintained by the Paying Agent as of the 15th day of the month next preceding the Interesi Payment Date (the "Record Date"). . The Principal Amount of this Bond together with any interest due hereon at maturity or upon prior redemption shall be paid to the Registered Owner only upon presentation and surrender of this Bond at the principal corporate trust of the Paying Agent on or after the applicable Maturity Date or date fixed for redemption. The principal of and interest on this Bond shall be payable in lawful money of the United States of America which, at the respective date of payment thereof, is legal tender for the payment of public and private debts. CERTlFICA TE OF AUTHENTICATION This bond is one of The City of Springfield Limited Tax Obligation Improvement Bonds, 1997 Series One, issued pursuant to the Authorizing Legislation described herein. Date of Authentication: FiRsT TRUST NA nONAL ASSOCIA nON By: Authorized Officer Interest on this Bond shall be calculated on the basis of a 36<k1ay year of twelve 30-day months. ADDmONAL PROVISIONS OF TIDS BOND APPEAR ON THE REVERSE SIDE; THESE PROVISIONS IIA VE THE SAME EFFECT AS IF THEY WERE PRINTED ABOVE. 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 and the series of bonds of which this is one 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 that this Bond and the series of bonds of which this is one do npt exceed any Constitutional or statutory debt limitation applicable to the City. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Authorizing Legislation (as herein defined) unless and until the certificate of authentication hereon shall have been duly executed by an authorized officer of the Registrar. IN WITNESS WHEREOF, the City Council has caused this Bond to be signed by the facsimile signatures of its Mayor and Finance Director, all as of the Original Issue Date set forth above. THE CITY OF SPRINGFIELD, OREGON Mayor Finance Director The Bonds are being issued for the purpose of financing various Local Improvements, the costs of which have been assessed against the parcels of real property benefitted by such Local Improvements (the "Assessments"). The Bonds constitute limited tax obligations of the City secured by the taxing power of the City (subject to the limitations on such taxing powers imposed under Sections II b( I) and II g, Article XI of the Oregon Constitution) and also by a pledge of the Assessments, all as provided in the Bancroft Bonding Act. In accordance with ORS 287.006 and 223.235(4) and (6) and ORS 288.I55(6Xb), the City hereby covenants and agrees, with and for the benefit of the owners from time to time of the Bonds, that: (a) it will annually levy a direct ad valorem tax upon all of the taxable property within the City's jurisdictional boundaries in an amount which, after taking into consideration discounts taken and delinquencies that may occur in the payment of such taxes' and all other moneys reasonably expected to be available and used for the payment of debt service on outstanding Bonds (including payments received on the Assessments), shall be sufficient to pay when due the principal of and interest on all outstanding Bonds; pravided that the City's obligation to levy such taxes as aforesaid shall be subject in all respects to the limitations of Sections II b( I) and 11 g, Article XI of the Oregon Constitution, and in no event shall the amount of such taxes levied in anyone year exceed the amount permitted to be levied for the purpose of paying the bonds under Sections 11b(I)and Ilg, Article XI of the Oregon Constitution; and (b) to the extent the payments received by the City on the Assessments and any taxes levied by the City as provided in (a) above are insufficient to pay when due all amounts owing on the Bonds, the City will make up any such deficiency, and will pay when due the amounts owing on the Bonds, out of any other revenues of the City of whatever kind or nature and from whatever source derived which, under applicable law, are not specifically restricted to uses other than the' payment of the amounts owing on the Bonds, including but not limited to property taxes and other taxes of whatever kind or nature. Subject to the limitations of Sections I I b( I) and II g, Article XI of the Oregon Constitution, the ad valorem taxes to be levied by the City for the purpose of paying when due the principal of and interest on all issued and outstanding Bonds as provided in (a) above shall be levied and collected outside 6f, and in addition to, any ad valorem taxes levied and collected by the City within its voter approved tax base. The obligation to levy ad valorem taxes and to otherwise pay the Bonds from any The provision set forth in the immediately following paragraph shall apply only so long as the Bonds are subject to the Book-Entry System as provided in the Authorizing Legislation and the Depository Trust Company is acting as the Securities Depository: . This Bond is one of a series of Bonds (collectively, the "Bonds") issued by the City in the aggregate principal amount of $ pursuant to the power conferred on the City under ORS 223.205 to 223.295 (the "Bancroft Bonding Act"), Resolution No. 97-_ (the "Resolution") duly adopted by the City Council of the City at a meeting held on May 19, 1997, and other applicable provisions of Oregon law (the Bancroft Bonding Act, the Resolution and other applicable law being herein collectively called the "Authorizing Legislation"). All terms used herein and not otherwise defined herein shall have the respective meanings assigned thereto in the Resolution. . lawfully available revenues of the City as provided in this paragraph, and subject to the limitations referred to herein, shall constitute a contract between the City and the owners from time to time of the Bonds. The Bonds are subject to special redemption prior to maturity in whole or in part on any Interest Payment Date out of Available Funds, any such redemption to be without premium at a price equal to I()()% of the principal amount of the Bonds to be redeemed plus accrued and unpaid interest thereon to the date fixed for redemption. Notice of any such redemption shall be given to the registered owners of the Bonds to be redeemed in the manner required by the Resolution. The Bonds are issuable only in the form of fully registered Bonds without coupons in the denominations of $5,000 or any integral multiple thereof not in excess of the principal amount maturing in anyone year. The current Registrar and Paying Agent for the Bonds is First Trust National Association, Portland, Oregon. In the Authorizing Legislation, the City has reserved the right to designate a different Paying Agent and Registrar upon not less than 45 days'prior notice mailed to the registered owners of all outstanding Bonds. This Bond is transferable by the Registered Owner hereof in person ,or by the Registered Owner's attorney duly authorized in writing only on the registration books maintained by the Registrar upon presentation and surrender of this Bond, duly endorsed for transfer, at the principal corporate trust office of the Registrar. In addition, this Bond may be exchanged for Bonds of the same maturity, interest rate, and aggregate principal amount in any authorized denominations upon presentation and surrender hereof at the principal corporate trust office of the Registrar. As a condition precedent to any such transfer or exchange, the Registered Owner shall be required to pay any applicable governmental tax or charge. The Registrar shall not be required to transfer or exchange any Bonds during the period beginning on the 15th day of the month prior to an Interest Payment Date and ending on such Interest Payment Date. The City and the Paying Agent and Registrar may treat the person in whose name this Bond is registered as the absolute owner hereof for all purposes, and neither the City nor the Paying Agent and Registrar shall be affected by any notice to the contrary. The rights of the owner of this Bond are in all respects governed by , and subject to the terms and conditions set forth in the Authorizing Legislation, to which the owner, by the acceptance of this Bond, consents in all respects. Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation CDTC"), to issuer or its agent for registration of transfer, exchange, or payment and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and payment is made to Cede & Co. or to such other entity as is requested by an authorized representative ofDTC), 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. ASSIGNMENT FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto (Please insert social security or other identifYing number of assignee: ) the within Bond and does hereby irrevocably constitute and appoint as attorney to transfer this Bond on the books kept for registration thereof with the full power of substitution in the premises. Dated: Signature NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatever. Signature Guaranteed: . (Bank, Trust Company, or Finn) Authorized Officer