HomeMy WebLinkAboutResolution 95-33 04/17/1995
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CITY OF SPRINGFIELD
LANE COUNTY
STATE OF OREGON
RESOLUTION NO. 95-33
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A RESOLUTION SUPPLEMENTAL TO CITY RESOLUTION No. 95-16
ADOPTED FOR THE PURPOSE OF APPROVING THE PREPARATION,
EXECUTION AND DELIVERY OF A TRUST INDENTURE SETTING
FORTH A COMPREHENSIVE FRAMEWORK FOR THE ISSUANCE OF
REVENUE BONDS TO FINANCE THE ACQillSITION, CONSTRUCTION,
INSTALLATION AND EQUlPPINC OF FACILITIES FOR THE CITY'S
SEWER SYSTEM; AUTHORIZING THE ISSUANCE OF THE FIRST SERIES
OF REVENUE BONDS UNDER SUCH TRUST INDENTURE; AND
ESTABLISHING AND DETERMINING OTHER MATTERS IN
CONNECTION THEREWITH.
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ADOPTED ON APRIL 17, 1995
EFFECTIVE ON APRIL 17, 1995
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TABLE OF CONTENTS
RECITALS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
(1) THE INITIAL RESOLUTION AND THE PROJECT ..........:................. 1
(2) AUTHORITY TO ISSUE BONDS; MASTER RESOLUTION AND TRUST INDENTURE. .. 2
(3) PUBLICATION OF NOTICE OF INTENT TO ISSUE FIRST SERIES BONDS. ......... 2
SECTION 1. THE TRUST INDENTURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
SECTION 2. THE FIRST SERIES BONDS. ......................................... 3
(A) AUTHORIZATION OF FIRST SERIES BONDS; PREPARATION OF PLAN; LIMITED
OBLIGATIONS; PLEDGE OF TRUST ESTATE. ...........................3
(B) DATE OF FIRST SERIES BONDS; DESIGNATION ........................... 3
(c) INTEREST RATES, INTERE~T PAYMENT DATES; MATURITY DATES ...........4
(D) REDEMPTION PROVISIONS ........................................... 4
SECTION 3. SALE OF FIRST SERIES BONDS; AUTHORIZATION OF AND DIRECTION TO CITY
FmANCE DIRECTOR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
(A) SALE OF FIRST SERIES BONDS .............................. ~ . . . . . . . . . 4
(B) AUTHORIZATION OF AND DIRECTION TO CITY FINANCE DIRECTOR. . . . . . . . . . . 4
SECTION 4. GOVERNING LAW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
SECTION 5. HEADINGS NOT BINDING ........................................... 7
SECTION 6. ADDITIONAL AUTHORIZATIONS; RENEGOTIATION OF THE SRF LOAN AND SPWF
LOAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
SECTION 7. EFFECTIVE DATE ................................................. 7
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CITY OF SPRINGFIELD
LANE COUNTY
STATE OF OREGON
A RESOLUTION SUPPLEMENTAL TO CITY RESOLUTION No. 95-16
ADOPTED FOR THE PURPOSE OF APPROVING THE PREPARATION,
EXECUTION AND DELIVERY OF A TRUST INDENTURE SETTING
FORTH A COMPREHENSIVE FRAMEWORK FOR THE ISSUANCE OF
REVENUE BONDS TO FINANCE THE ACQUISITION, CONSTRUCTION,
INSTALLATION AND EQUIPPING OF FACILITIES FOR THE CITY'S
SEWER SYSTEM; AUTHORIZING THE ISSUANCE OF THE FIRST SERIES
OF REVENUE BONDS UNDER SUCH TRUST INDENTURE; AND
ESTABLISHING AND DETERNDNING OTHER MATTERS IN
CONNECTION THEREWITH.
RECITALS:
As the preamble to this Resolution, the City Council (the "Council") of the City of Springfield,
Oregon (the "City") hereby recites the matters set forth below. To the extent any such recital 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) THE INITIAL RESOLUTION AND THE PROJECT. On March 6, 1995, the Council adopted
Resolution No. 95-16 (the "Initial Resolution") for the purpose of authorizing the issuance of revenue
bonds in one or more series in an estimated aggregate principal amount of not to exceed $4,000,000
(as more particularly described herein, the "First Series Bonds") to finance the costs of acquiring,
constructing, installing and equipping various capital improvements to the City's sanitary and storm
sewer system (the "System"), said capital improvements generally consisting of the following
(collectively, the "Project"): the construction ofa 60 inch sewer interceptor from the inlet of the East
Bank Interceptor through Island Park and on to the South A Street Bridge.
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(2) AUTHORITY TO ISSUE BONDS; MASTER RESOLUTION AND TRUST INDENTURE. The
Initial Resolution provided for the First Series Bonds to be issued pursuant to the legal authority
conferred by the Oregon Uniform Revenue Bond Act, being ORS 288.805 to 288.945, as amended
(the "Revenue Bond Act"), and a Master Resolution to be subsequently adopted by the Council of
the City. In furtherance thereof, the Council of the City is adopting this Resolution as the Master
Resolution (as referred to in and required under the Initial Resolution) for the purpose of approving
a trust indenture providing a comprehensive framework for meeting the current and future financing
needs of the System and authorizing the issuance of the First Series Bonds under such trust indenture.
(3) PuBLICATION OF NOTICE OF INTENT TO ISSUE FIRST SERIES BONDs.. As required by
the Revenue Bond Act, on March 15, 1995 the City caused to be published an Official Notice of
Intent to Issue Revenue Bonds in the form attached to the Initial Resolution, said notice having been
published in the Springfield News, a newspaper of general circulation in the City as defined byORS
193.010 and 193.020. On May 15, 1995, the 60-day period for filing a Petition (as defined in the
Initial Resolution) will expire. If no such Petition is filed by May 15, 1995, the City will be able to
proceed under the Revenue Bond Act with the issuance of the First Series Bonds.
NOW, THEREFORE, BE IT RESOLVED BY THE COMMON COUNCIL OF THE
CITY :
SECTION 1. THE TRUST INDENTURE. In connection with the adoption of this Resolution
there has been placed on file with the City Recorder a form of trust indenture to be entered into with
First Interstate Bank of Oregon, N.A., as trustee, said trust indenture setting forth a comprehensive
framework for meeting the current and future financing n~eds of the System by the issuance of bonds,
notes and other obligations as described therein (the "Trust Indenture"). The Trust Indenture is
hereby approved in substantially the form submitted.
The City Finance Director is hereby authorized, empowered and directed, for and on behalf
of the City, to negotiate and approve the final terms, covenants and conditions to be included in the
Trust Indenture, including but not .limited to any and all changes to the form of Trust Indenture on
file with the City Recorder in connection with the adoption of this Resolution deemed necessary or
appropriate in order to accomplish the issuance and sale of the First Series Bonds on terms and
conditions that best meet the needs and interests of the City. The City Finance Director is further
authorized, empowered and directed, for and on behalf of the City, to execute and deliver the Trust
Indenture as so negotiated and approved. The terms, covenants and conditions set forth in the Trust
Indenture as so executed and delivered, and as such Trust Indenture may be amended or
supplemented in accordance with its terms, shall constitute a contract with the, owners of the bonds
issued from time to time thereunder. The Trust Indenture shall be executed and delivered for and on
behalfof the City pursuant to the authority conferred under ORS 288.825(4)(c). Terms used in this
, Resolution and not otherwise defined herein shall have the respective meanings assigned thereto in
/ the Trust Indenture.
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SECTION 2~ THE FIRST SERIES BONDs.
(A) AUTHORIZATION OF FIRST SERIES BONDS; PREPARATION OF PLAN; LIMITED
OBLIGATIONS; PLEDGE OF TRUST ESTATE. Pursuant to the Act, the First Series Bonds are hereby
authorized to be issued for the purpose of paying the costs of the Project, all as provided in and
subject to the limitations hereinafter set forth in this Resolution and in the Trust Indenture. The First
Series Bonds shall be issued pursuant to, and subject to the terms and conditions set forth in, the
Trust Indenture. The First Series Bonds shall be issued in an aggregate principal amount not to
exceed the sum of $3,600,000, or in such lesser aggregate principal amount as shall be determined
by the City Finance Director as provided in Section 3 hereof; provided that, for purposes of the
foregoing, in the event any First Series Bonds are issued and sold at an original issue discount, such
original issue discount shall not, for purposes of the amount of First Series Bonds authorized to be
issued hereunder, be deemed to be a part of the principal amount thereof, it being the intent hereof
that the stated principal amount of the First Series Bonds less any such original issue discount shall
not exceed $3,600,000.
In accordance with the requirements ofORS 288.825(2), the City shall prepare or cause to
be prepared a plan showing the estimated Net Revenues of the City which will be available to pay
debt service on the First Series Bonds and which will be pledged as security therefor.' The actual
aggregate principal amount of the First Series Bonds issued shall not be in excess of the principal
amount which such plan indicates that the estimated Net Revenues will be sufficient to pay.
The First Series Bonds, any Additional Bonds hereafter issued under the Trust Indenture and
any obligations under any Credit Agreement shall be secured solely and only by the pledge of the
Trust Estate made pursuant to and subject to the terms and conditions set forth in the Trust
Indenture, which Trust Estate shall include, among other items specified in the Trust Indenture, a
pledge of the Net Revenues derived from the System. Such pledge of the Trust Estate is hereby
specific1ally authorized and approved in all respects.
THE FIRST SERIES BONDS, ANY ADDITIONAL BONDS HEREAFTER ISSUED UNDER THE TRUST
INDENTURE AND ANY OBLIGATIONS UNDER ANY CREDIT AGREEMENT SHALL BE AND REMAIN
LIMITED OBLIGATIONS OF THE CITY PAYABLE SOLELY AND ONLY FROM, AND SECURED SOLELY
BY THE LIEN ON, THE TRUST ESTATE SPECIFICALLY PLEDGED THERETO. THE BONDS AND ANY
OBLIGATIONS UNDER ANY CREDIT AGREEMENT SHALL NOT CONSTITUTE A GENERAL OBLIGATION
OF THE CITY WITIllNTHE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION OR
LIMITATION, AND NO RECOURSE MAY BE HAD AGAINST ANY PROPERTIES, ASSETS OR FUNDS OF
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THE CITY (OTHER THAN THE TRUST ESTATE) TO ENFORCE THE PAYMENT OF ANY AMOUNTS
OWING UNDER OR WITH RESPECT TO THE BONDS OR ANY CREDIT AGREEMENT. NEITHER THE
FAITH AND CREDIT NOR THE TAXING POWER OF THE CITY, THE STATE OF OREGON OR ANY OTHER
POLITICAL SUBDMSION THEREOF IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL, PREMIUM
(IF ANY) OR INTEREST ON THE BONDS OR ANY OBLIGATIONS UNDER ANY CREDIT AGREEMENT.
(B) DATE OF FIRsT SERIES BONDS; DESIGNATION. The First Series Bonds shall be dated
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as of the date established and determined by the City Finance Director pursuant to the authority
granted under Section 3 ofthis Resolution. The First Series Bonds shall be designated in accordance
with the requirements of the Trust Indenture.
(c) INTEREST RATES, INTEREST PAYMENT DATES; MATURITY DATES. The First Series
Bonds shall bear interest at such rate or rates as shall be established and determined by the City
Finance Director upon the sale thereof in accordance with and subject to the limitations set forth in
, Section 3 of this Resolution. All accrued and unpaid interest on the First Series Bonds to be due and
payable on each Interest Payment Date, commencing with the first Interest Payment Date, all as shall
be established and determined by the City Finance Director pursuant to the authority granted under
Section 3 of this Resolution. The principal amount of the First Series Bonds to mature in each such
year shall be established and determined by the City Finance Director upon the sale thereof in
accordance with and subject to the limitations set forth in Section 3 of this Resolution.
(D) REDEMPTION PROVISIONS. The First Series Bonds shall be subject to redemption prior
to maturity as follows:
(I) OPTIONAL REDEMPTION. The First Series Bonds shall be subject to optional
redemption at the times, in the amounts and at the prices, all as shall be established and
determined by the City Finance Director pursuant to the authority granted under Section 3
of this Resolution.
(II) MANDATORY REDEMPTION. In the event any First Series Bonds are issued as
Term Bonds, such Term Bonds shall be subject to mandatory redemption on the dates and
in the aggregate principal amounts as shall be set forth in a Mandatory Redemption Schedule
established and determined by the City Finance Director pursuant to the authority granted
under Section 3 of this Resolution, any such redemption to be at a price equal to 100% of the
principal amount to be redeemed plus accrued and unpaid interest thereon to the date fixed
for redemption.
SECTION 3. SALE OF FIRST SERIES BONDS; AUTHORIZATION OF AND DIRECTION TO CITY
FINANCE DIRECTOR.
(A) SALE OF FIRST SERIES BONDS. Pursuant to and in accordance with the provisions of
the Act, the First Series Bonds shall be sold in a public competitive sale in accordance with ORS
288.875 to 288.915 and other applicable laws of the State of Oregon.
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(B) AUTHORIZATION OF AND DIRECTION TO CITY FINANCE DIRECTOR. Pursuant to the
provisions of the Act, the City Finance Director is hereby del~gated the power and authority to
establish and 'determine the various tenns ofthe First Series Bonds as set forth in this Section 3(b).
The City Finance Director is hereby authorized, empowered and directed, for and on behalf of the
City, to:
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(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 First Series Bonds and setting forth such information concerning the City, the
System and the First Series 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 First Series Bonds;
(II) NOTICE OF SALE: prepare and publish a notice of sale with respect to the First
Series Bonds, and to receive bids for the purchase ofthe First Series Bonds in accordance
with the terms and provisions of such notice of sale;
(III) REJECTION OF BIDS AND REpUBLICATION OF NOTICE OF SALE: in the
discretion of the City Finance Director, reject all bids received for the purchase of the First
Series Bonds, and in the event of any such rejection the City Finance Director shall be
authorized, empowered and directed to prepare and publish one or more additional notice(s)
of sale with respect to the First Series Bonds, and to receive bids for the purchase of the First
Series Bonds in accordance with the terms and provisions of such other notice(s) of sale;
(IV) AWARD OF FIRST SERIES BONDs: award the First Series Bonds to the lowest
bidder in accordance with ORS 288.915, provided that in no event shall the First Series
Bonds be sold at a price ofless than 97.5% of the par value thereof or at a true interest cost
greater than 8.0%;
(v) FINAL OFFICIAL STATEMENT: upon the award of the First Series Bonds to the
lowest bidder, to cause to be prepared within the time required by law a final official
statement describing the First Series Bonds and setting forth such information concerning the
City and the First Series 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 First Series Bonds, and to execute and deliver
such final official statement on behalf of the City;
(VI) ESTABLISH TERMS OF FIRsT SERIES BONDS: in connection with the issuance,
sale and delivery of the First Series Bonds and subject to the limitations set forth this
Resolution, establish and determine:
(A) the date to be borne by the First Series Bonds and the actual principal
amount of the First Series Bonds to be issued, provided that the First Series Bonds
shall not be issued in a principal amount in excess of $3,600,000 (subject to needed
adjustments to take account of any original issue discount as provided by Section 2( a)
above) unless authorized by a subsequent resolution duly adopted by the City Council;
(B) the maturity dates of the First Series Bonds and the aggregate principal
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amount of the First Series Bonds to mature on in each year, provided that the final
maturity of the First Series Bonds shall not be later than December 31,2015;
(C) the aggregate principal amount of First Series Bonds, if any, to be issued
as term bonds (which may include term bonds of more than one maturity) and the
mandatory sinking fund redemption schedule( s) to be applicable to the term bonds of
each maturity;
, (D) the rate of interest per annum to be applicable to the First Series Bonds
of each maturity, provided that in no event shall the true interest cost of the First
Series Bonds be greater than 8.0%;
(E) the dates upon which accrued interest on the First Series Bonds shall be
due and payable, including the first interest payment date therefor; provided that
interest on the First Series Bonds shall be due and payable no less than semiannually
but in the discretion of the City Finance Director the first interest payment date may
be for a period longer than 6 months but in no event longer than 10 months; and
(F) the dates upon which and the prices at which the First Series Bonds shall
be subject to mandatory and optional redemption as contemplated by Section 3(d)
above; and
(v) ACQUIRE CREDIT FACILITY: if the City Finance Director determines that it is
in the best interests of the City, 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 First Series Bonds, or to meet all or
a portion of the reserve requirement with respect to the First Series Bonds (herein called a
"Credit Facility"), and to negotiate such terms and conditions relating to such Credit Facility
as the City Finance Director deems appropriate and in the best interests of the City, and to
execute and deliver for and on behalf of the City any documents, instruments or agreements
necessary or appropriate in connection with such Credit Facility and pay any and all premiums
or fees required in order to obtain such Credit Facility.
The authority of the City Finance Director to establish and determine the terms of the First Series
Bonds as set forth above shall be exercised by setting forth such terms as so determined and
established in the Trust Indenture as executed and delivered in connection with the sale of the First
Series 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. GOVERNING LAW. This Resolution shall be interpreted, governed by and
construed under the laws of the State, including the'Act, as if executed and to be performed wholly
within the State.
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SECTION 5. HEADINGS NOT BINDING. The headings in this Resolution are for convenience
only and in no way. define, limit or describe the scope or intent of any provisions or sections of this
Resolution.
SECTION 6. ADDITIONAL AUTHORIZATIONS; RENEGOTIATION OF THE SRF LOAN AND
SPWF LOAN. The City 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 perform the
City's obligations under and otherwise implement the provisions of the 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 issuance and sale of the First Series Bonds
and obtaining any Credit Facility as additional security therefor.
Without limiting the foregoing and in order to facilitate the issuance and sale on the most
favorable terms possible of the First Series Bonds and any Additional Bonds that may hereafter be
issued, the City Finance Director is also authorized, empowered and directed, for and on behalf of
the City, to: (i) renegotiate the terms and conditions of the SRF Loan (as herein defined) and the
SPWF Loan (as herein defined) heretofore made to the City, all in order provide that the amounts
owing under such SRF Loan and SPWF Loan shall be payable from (and in the case of the SRF Loan,
secured by a pledge of) the Net Revenues of the System on a basis that is second and subordinate to
the payment from such Net Revenues of all amounts owing on the First Series Bonds and any
Additional Bonds that may hereafter be issued under the Trust Indenture; and (ii) to execute and
deliver such documents, instruments, certificates and agreements as may be necessary or appropriate
in order to document the terms of the SRF Loan and the SPWF Loan as so renegotiated. As used
herein: (a) "SRF Loan" shall mean the loan to the City from the State of Oregon, acting by and
through its Department of Environmental Quality, said loan being identified as loan no. R86770 and
having been made pursuant to a Loan Agreement between the City and the State dated as of
December 1, 1992 (the "SRF Loan"); and (b) "SPWFLoan" shall mean the loan to the City from the
State of Oregon, acting by and through its Economic Development Department, made pursuant to
a Loan Agreement executed by the City on July 13, 1994 and executed by the State dated on August
8, 1994.
SECTION 7. EFFECTIVE DATE. This Resolution shall become effective immediately upon
adoption.
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ADOPTED BY THE CITY COUNCIL OF CITY OF SPRINGFIELD AT A REGULAR MEETING
HELD ON APRIL 17, 1995 BY THE FOLLOWING VOTES:
AYES:
Councilors Beyer, Shaver, Walters, Burge,~Dahlquist and Maine
NAYS:
None
ATTEST:
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RECOlIDER
MJ1~
BOND AUTHORIZING RESOLUTION
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