HomeMy WebLinkAboutResolution 09-35 05/02/1995
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CITY OF SPRINGFIELD
LANE COUNTY
STATE OF OREGON
RESOLUTION NO. 95-35
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A RESOLUTION AUTHORIZfNG THE ISSUANCE OF BOND
ANTICIPATION NOTES FOR THE PURPOSE OF PROVIDING
INTERIM FINANCING FOR LOCAL IMPROVEMENTS; AND
ESTABLISHING AND DETERMINING OTHER MATTERS IN
CONNECTION THEREWITH.
ADOPTED ON MAY 2, 1995
EFFECTIVE ON MAY 2,1995
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TABLE OF CONTENTS
Tms TABLE OF CONTENTS IS NOT A PART OF TmS RESOLUTION BUT IS PROVIDED
SOLELY FOR THE CONVENIENCE OF THE READER.
RECITALS: ...................................................................................... 1
(1) POLITICAL SUBDMSION ..................;............................................. 1
(2) THE LoCAL IMPROVEMENTS ............................................................ 1
(3) CAPITAL CONSTRUCTION OR IMPROVEMENTS .............................................. 2
(4) AUTHORITY TO ISSUE BOND ANTICIPATION NOTES ..........................................2
SECTION 1. DEFlNmoNs .............................................................. 0 . . . . . . . . . . 0 2
SECTION 2. THE NOTES. 0 . . 0 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0 . . . . . . 0 . 0 . . . 0 . . . . 0 . . . . . . . . . . . . . . . " 3
(A) AUTHORIZATION ..................... 0 . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . " 3
(c) AGGREGATE PRINCIPAL AMOUNT AUTHORIZED.............................o 0.............. 4
(D) MATURITY DATE,INTEREST RATE AND REDEMPTION PROVISIONS .......;..................... 4
(E) PAYMENT OF PRINCIPAL AND INTEREST ................................................... 4
(F) REGISTERED NOTES; DENOMINATIONS; FORM. . . . . . . .. . . . . ; . .. . .. . . . . . . . . . .. .. . . . .. . . . . . ... 4
(G) PROVISIONS FOR BOOK-ENTRY SYSTEM. .. . . . . . . . .... . . . . . . .... . .. . . . . . . . . ... . 0 0 . . . . . . . ... 4
(H) CERTIFICATE OF AUTHENTICATION. ...................................................... 5
(I) INTERCHANGEABILITY OF NOTES ......................................................... 5
(J) TRANSFER AND REGISTRY. . . . . . ',' . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . " 5,
(K) PERSONS TREATED AS OWNERS .......................................................... 6
(L) NOTES MUTILATED, DESTROYED, STOLEN OR LoST ......................................... 6
(M) CANCELLATION AND DESTRUCTION OF NOTES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . " 6
SECTION 3. SALE OF NOTES; AUTHORIZATION OF AND DIRECTION TO CITY FINANCE DIRECTOR. . . 0 . . . . . . . . . . .. 7
(A) SALE OF NOTES ........................................................................ 7
(B) AUTHORIZATION OF AND DIRECTION TO CITY FINANCE DIRECTOR . 0 0 . . . . . . . . . . . . . 0 . . . . . . . . . . .. 7
(I) PREUMINARY OFFICIAL STATEMENT: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 7
(n) NOTICE OF SALE. 0 . . 0 . 0 . . 0 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 . . . . . . . . . . . . . . .. 7
(m) FINAL OFFICIAL STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 . . . . . . . . . . . . .. 7
(IV) ACCEPTANCE OF BID. . 0 0 . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 7
(v) ESTABUSH PRINCIPAL. 0 0 0 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 8
(VI) ESTABUSH INTEREST RATE 0.0...... 0 . . . . . . . . . 0 . . . . . . . . . .'. . . . . . . . . . . . . . . . . . . . . .. 8
SECTION 4. SECURITY... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 . . . . . . . . . . . . . . 0 . . . . . . . . . .. 8
SECTION 5. MAINTENANCE OF TAX-EXEMPT STATUS. . .. . . . . . . . . . . . . . . .. .. . 0 . . .... . ... . o. . . . .. . . . .. . '" 8
SECTION 6. PAYING AGENT AND REGISTRAR; AUTHENTICATION; PERSONS TREATED AS OWNERS. . . . . . . . . . . . . .. 9
(A) ApPOINTMENT AND DUTIES OF PAYING AGENT AND REGISTRAR; SUCCESSORS AND REPLACEMENTS .. 9
(B) AUTHENTICATION ............................................................... 0 . . . . 0 9
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(C) PERSONS TREATED AS OWNERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 10
SECTION 7. DEFEASANCE................;.............................................. ........... 10
SECTION 8. ADDmONALAcTION .................................................................. 10
SECTION 9. ADDmoNALAUTHORIZATIONS ..................... .-.. . . . . . . .. .'. . ....... . . . . . . ... . .. . . .; 10
SECTION 10. EFFECTIVENESS OF RESOLUTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ; . . . . . . . . . . . . . . . . . . .. 10
CERTIFICATION OF RESOLUTION ADOPTION
BOND FORM ApPENDIX
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CITY OF SPRINGFIELD
LANE COUNTY
STATE OF OREGON
RESOLUTION No. 95- 35
A RESOLUTION AUTHORIZING THE ISSUANCE OF BOND
ANTICIPATION NOTES FOR THE PURPOSE OF PROVIDING
INTERIM FINANCING FOR LOCAL IMPROVEMENTS; AND
EST ABLISHING AND DETERMINING OTHER MATTERS IN
CONNECTION THEREWITH.
RECITALS:
As the preamble to this Resolution, the Council of the City of Springfield, Oregon (the "Citi')
hereby recites the matters set forth below in this Section A. To the extent any of the following
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. This Section A and the
recitals, findings and determinations set forth herein constitute a part of this Resolution.
(1) POLITICAL SUBDIVISION. That 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 installation of the following local improvements (the "Local Improvements): (A)
the Gateway Street project, consisting generally of: (i) the widening of Gateway Street to five lanes
Resolution No. 95-35
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from Beltline Road to Game Farm Road East; (ii) the widening of Gateway Street to three lanes from
Game Farm Road East to Interstate 5; and (iii) the improvement of International Way for 300 feet
East of Gateway Street; and the improvement of Game Farm Road for 450 feet East of Gateway
Street; and (B) the Harlow-Pheasant Sewer Line project, consisting generally of the installation of
a 24 inch diameter, 22 foot deep, 2,500 foot long sanitary sewer trunk line from the existing sewer
pump station at the intersection of Harlow Road and Hartman Lane along a 2,500 foot long route to
the centerline of Pheasant Boulevard, and the installation of an 8 inch, 460 foot long sewer line in
Pheasant Boulevard from a manhole located 400 feet south of Oakdale avenue. The City has
heretofore assessed the properties benefitted by the Local Improvements in accordance with the
provisions ofORS 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 ofORS 288.160(1) and 310.140.
(4) AUTHORITY TO ISSUE BOND ANTICIPATION NOTES. Under the provisions ofORS
223.235(7), the City is authorized to borrow money and issue and sell notes for the purpose of
providing interim financing of the Local Improvements. Therefore, the City is adopting this
resolution authorizing the issuance of notes for the purpose of providing interim financing for the
Local Improvements pending the issuance and sale of bonds for the purpose of paying such notes and
thereby providing long-term financing for the Local Improvements.
Now, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF SPRINGFIELD,
OREGON AS FOLLOWS:
SECTION 1. DEFINITIONS. As used in this Resolution, the following terms shall have the
respective meanings set forth in this Section 1.
"ACT" means ORS 223.235(7), as amended, and related provisions of the laws of the State
of Oregon affecting, governing or authorizing the issuance of bond anticipation notes for the purpose
of providing interim financing for local improvements.
"ASSESSMENTS" means the assessments heretofore imposed by the City on the properties
benefitted by the Local Improvements.
"AUTHORIZING LEGISLATION" means, collectively, the Act, the Charter and this
Resolution.
"BONDS" means the bonds to be issued by the City at or prior to the maturity of the Notes
for the purpose of providing the funds which, when added to other funds available for such purpose,
will be sufficient to pay all amounts of principal and interest on the Notes at or prior to the maturity
date of the Notes.
Resolution No. 95-2>S
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"BENEFICIAL OWNERS" shall mean, whenever used with respect to a Note for which a
Book-Entry System is in effect, the person or entity in whose name such Note is recorded as the
beneficial owner of such Note by a Participant on the records of such Participant pursuant to the
arrangements for book-entry determination of ownership applicable to the Securities Depository.
"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 Notes for which a Book-Entry System is in effect.
"DTC" shall mean The Depository Trust Company, a limited purpose trust company
organized under the laws of the State of N ew York, and its successors and assigns~
"CHARTER" means the Charter of the City, as amended and in effect on the date of adoption
by the Council of this Resolution.
"COUNCIL" means the Council of the City acting as the duly constituted governing body of
the City in which the City's legislative powers are vested under law.
"PARTICIPANT" shall mean a broker-dealer, bank or other financial institution for which
DTC holds as Securities Depository Notes which are subject to a Book-Entry System.
"PAYING AGENT" means the paying agent for the Notes appointed pursuant to Section 6
of this Resolution.
"REGISTRAR" means the registrar for the Notes appointed pursuant to Section 6 of this
Resolution.
"SECURITIES DEPOSITORY" shall mean, initially, DTC, and its successors and replacement
securities depository appointed hereunder.
SECTION 2. THE NOTES.
(A) AUTHORIZATION. Pursuant to and subject to the requirements of the Act, the City shall
issue the Notes for the purpose of providing interim financing for the Local Improvements pending
the issuance of the Bonds to provide long-term financing therefor, all as provided in and subject to
the limitations hereinafter set forth in this Resolution.
(B) DATE OF NOTES; DESIGNATION. The Notes shall be dated as of the date of delivery
thereof to the initial purchaser. The Notes shall be designated "The City of Springfield Bond
Anticipation Notes (Local Improvements), Series 1995 A"
Resolution No. 95-ZC;
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(c) AGGREGATE PRINCIPAL AMOUNT AUTHORIZED. The Notes are hereby authorized to
be issued in an aggregate principal amount not to exceed the sum of $800,000.
(D) MATURITY DATE, INTEREST RATE AND REDEMPTION PROVISIONS. The Notes will
mature on June 1, 1996. The Notes shall bear interest at such rate as shall be established by the City
Manager upon the award of the Notes in connection with the competitive sale thereof pursuant to,
in accordance with and subject to the limitations set forth in Section 3 of this Resolution, with all
accrued interest to be due and payable at maturity on June 1, 1996.
The Notes shall not be subject to redemption prior to maturity.
(E) PAYMENT OF PRINCIPAL AND INTEREST. Principal of and interest on each Note shall
be paid only on or after the stated maturity date thereof, and then only upon presentation and
surrender of such Note to the Paying Agent at its principal corporate trust office.
(F) REGISTERED NOTES; DENOMINATIONS; FORM. The Notes shall be issued only in fully
registered form without coupons in denominations of Five Thousand Dollars ($5,000) or such integral
multiples thereof as the original purchaser of the Notes shall specify. The Notes shall be issued in
substantially the form attached to this Resolution as the Note 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.
(G) PROVISIONS FOR BOOK-ENTRY SYSTEM. The Notes will initially be subject to a
Book-Entry System of ownership and transfer, which Book-Entry System shall continue with respect
to the Notes until such time as the same is discontinued as provided in Section 2(g)(iii) below. The
general provisions for effecting such Book-Entry System shall be as follows:
(i) The City hereby designates The Depository Trust Company, New York, New
York, as the initial Securities Depository for the Notes while such Notes are subject to a
Book-Entry System.
(ii) Notwithstanding the provisions regarding exchange and transfer of Notes as set
forth in this Resolution or the Note Form Appendix attached hereto, the Notes shall initially
be evidenced by one certificate for each maturity in an amount equal to the aggregate
principal amount thereof. The Notes so initially delivered shall be registered in the name of
"Cede & Co." as nominee for The Depository Trust Company. The Notes 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
Resolution No. 95-.36
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(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 Notes in fully registered form in Authorized Denominations in the
names of the beneficial Owners or their nominees; thereafter the provisions of the
Indenture regarding registration, transfer and exchange of Notes shall apply.
(iii) Upon the resignation of any institution acting as Securities Depository with
respect to the Notes, 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 of the Notes, the
City will attempt to identify another institution qualified to act as Securities Depository as
such with respect to the Notes 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.
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(iv) So long as the Book-Entry System is in effect for the Notes, the Registrar will
give any notice of redemption or any other notices required to be given to owners of Notes
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 Notes called for redemption or of any other action premised on such
notice. Neither the City nor the Registrar shall be responsible or liable for the Jailure of the
Securities Depository or any Participant thereof to make any payment or give any notice to
a Beneficial Owner in respect of the Notes or any error or delay relating thereto.
(0) CERTIFICATE OF AUTHENTICATION. The Notes shall bear thereon a certificate of
authentication, executed manually by the Registrar. Only such Notes as shall bear thereon such
certificate of authentication shall be entitled to any right or benefit under this Resolution and no Note
shall be valid or obligatory for any purpose until such certificate of authentication shall have been duly
executed by the Registrar. The execution of any such certificate of authentication upon any Note
executed on behalf of the City shall be conclusive evidence that the Note so authenticated has been
duly authenticated and delivered under this Resolution and that the Owner thereof is entitled to the
benefits of and security afforded by this Resolution.
(I) INTERCHANGEABILITY OF NOTES. The Notes, upon surrender thereof at the principal
corporate trust office of the Registrar with a written instrument of transfer satisfactory to the
Registrar, duly executed by the Owner or his duly authorized attorney, may, at the option of the
Owner thereof, and upon payment by such Owner of any reasonable charges which the Registrar may
make, be exchanged for Notes of the same aggregate principal amount in any other authorized
denominations.
(J) TRANSFER AND REGISTRY. The Registrar shall keep books for the registration of, and
. for the registration of transfers of, Notes. The Notes shall be transferable only upon the books of the
Resolution No. 95-3S:
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City kept by the related Registrar by the Owner thereof in person or by her attorney duly authorized
in writing, upon surrender thereof together with a written instrument of transfer satisfactory to the
Registrar, duly executed by the Owner or her duly authorized attorney. Upon the transfer of any
Note, the City shall issue in the name of the transferee, and the Registrar shall authenticate and deliver
to the new Owner, a new Note or Notes of the same aggregate principal amount. All Notes
surrendered in any such exchanges or transfers shall forthwith be delivered to the Registrar therefor
and canceled by such Registrar.
(K) PERSONS TREATED AS OWNERS. The City and the Paying Agent and Registrar may deem
and treat the person in whose name any Note shall be registered upon the books kept by the Registrar
therefor as the absolute owner of such Note, whether such Note shall be overdue or not, for the
purpose of receiving payment of, or on account of, the principal and premium, if any, of and interest
on such Note and for all other purposes, and all such payments so made to any such Owner or upon
his order shall be valid and effectual to satisfy and discharge the liability upon such Note to the e)5.tent
of the sum or sums so paid, and neither the City nor the Paying Agent and Registrar shall be affected
by any notice to the contrary.
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(L) NOTES MUTILATED, DESTROYED, STOLEN OR LOST. If any Note becomes mutilated
or is lost, stolen or destroyed, the City may execute and the Registrar therefor or its authorized agent
shall authenticate and deliver a new Note of the same principal amount as the Note so mutilated, lost,
stolen or destroyed, provided that:
(i) in the case of such mutilated Note, such Note is first surrendered to the Registrar;
(ii) in the case of any such lost, stolen or destroyed Note, there is first furnished
evidence of such loss, theft or destruction satisfactory to the City and the Registrar together
with indemnity satisfactory to the City and the Registrar;
(iii) all other reasonable requirements of the City and the Registrar are complied with;
and
(iv) all expenses of the City and the Registrar in connection with such transaction are
paid by the Owner.
Any mutilated Note surrendered for exchange shall be canceled. Any new Notes issued
pursuant to this Section 2(1) in substitution for Notes alleged to be destroyed, stolen or lost shall
constitute original additional contractual obligations on the part of the City, whether or not the Notes
so alleged to be destroyed, stolen or lost shall be at any time enforceable by anyone, and shall be
equally secured by and entitled to equal and proportionate benefits with all other Notes to the benefits
and security provided by this Resolution.
(M) CANCELLATION AND DESTRUCTION OF NOTES. All Notes paid or redeemed, either at
. or before maturity shall be delivered by the Paying Agent for such Note to the Registrar when such
Resolution No. 95-.3>
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payment or redemption is made, and such Notes, together with all Notes purchased by the City, or
on its behalf, shall thereupon be promptly canceled by such Registrar. Notes so canceled shall be
destroyed by the Registrar, who shall execute from time to time certificates of destruction in duplicate
by the signature of one of its authorized officers describing any Notes so destroyed, and one executed
copy of each such certificate shall be filed with the City and the other executed copy of each such
certificate shall be retained by the Reg~strar.
SECTION 3. SALE OF NOTES; AUTHORIZATION OF AND DIRECTION TO CITY FINANCE
DIRECTOR.
(A) SALE OF NOTES. The Notes shall be sold in a public competitive sale conducted pursuant
to and in accordance with the requirements ofORS 287.014 to 287.026.
(B) AUTHORIZATION OF AND DIRECTION TO CITY FINANCE DIRECTOR. The City Finance
Director is hereby authorized, empowered and directed, for and on beh,}if of the City, to:
(I) PRELIMINARY OFFICIAL STATEMENT: cause to be prepared a preliminary
official statement in substantially final form describing the Notes and setting forth such
information concerning the City and the Notes 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 Notes;
(II) NOTICE OF SALE: cause to be prepared and published, in accordance with the
requirements of applicable law, a notice of sale of the Notes soliciting bids from responsible
persons for the purchase thereof on such terms and conditions as shall be consistent with, and
not in violation of, the provisions of this Resolution and the requirements of applicable law;
(Ill) FINAL OFFICIAL STATEMENT: upon the award of the Notes to the successful
bidder, to cause to be prepared within the time required by law a final official statement
describing the Notes and setting forth such information concerning' the City and the Notes 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 Notes, and to execute and deliver such official statement on behalf of the
City;
(IV) ACCEPTANCE OF BID: accept competitive bids for the purchase of the Notes;
provided that no bid shall be accepted if the price bid is less than 99.0% of the aggregate
principal amount of the Notes to be issued plus interest accruing thereon from the date of the
Notes to the date of issuance and delivery thereof or if the true interest cost of the lowest bid
from a responsible bidder is greater than 6.0%, and provided further that, the City Finance
Director may, in his discretion, reject all bids received if, in his judgment, no bid received is
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in accordance with the true interest cost of tax-exempt obligations of similar maturities and
creditworthiness which are available under prevailing market conditions;
(v) ESTABLISH PRINCIPAL: in connection with the award of the Notes to the
successful bidder, establish the actual principal amount of the Notes to be issued, which
amount shall not be in excess of $800,000; and
(VI) ESTABLISH INTEREST RATE: in connection with the award of the Notes to the
successful bidder, establish the rate of interest per annum to be applicable to the Notes.
The authority of the City Finance Director to determine the terms of the Notes as provided in
subsections (v) and (vi) above shall be exercised by setting forth such terms as so determined and
established in a Certificate of the City Finance Director executed in connection with the award of the
Notes to the successful bidder 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. SECURITY. The Notes shall constitute limited tax general obligations of the City
secured by the City's full faith and credit obligations and the limited taxing power of the City, all as
provided in the Act. In accordance with ORS 223.235(4) and 223.235(7)(d) and subject to the
limitations on ad valorem property taxation imposed under Article XI, Section lIb of the Oregon
Constitution, if and to the extent other funds are not available to pay the principal of and interest on
the Notes when due, the City shall levy annually a direct ad valorem tax upon all of the taxable
property within the City in sufficient amount, after taking into consideration discounts taken and
delinquencies that may occur in the payment of such taxes and all other moneys reasonably available
for the payment of debt service on the Notes, to pay when due the principal of and interest on the
Notes, and the City covenants with the holders of the Notes to levy such a tax if and to the extent
other funds are not available to pay the Notes when due. The ad valorem taxes to be levied by the
City for the purpose of paying when due the principal of and interest on the Notes shall be levied and
collected outside of, and in addition to, the taxes levied and collected by the City within its voter
approved tax base, but subject to, and within, the limitations imposed by Article XI, Section II b of
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the Oregon Constitution.
In addition, the principal of and interest on the Notes shall be secured, by a pledge of the
amounts payable with respect to the Assessments and the proceeds of the Bonds (if and when such
Bonds are issued and sold by the City).
SECTION 5. 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 Notes 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 Notes 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 uS,e of
the proceeds of the Notes or the Local Improvements to be financed on an interim basis with the
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proceeds of the Notes which would result in the Notes 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 Finance Director of
the City in connection with the issuance and sale of the Notes, make additional covenants to insure
that interest paid on the Notes will remain excludable for federal income tax purposes from the gross
incomes of the owners of the Notes, in which event such additional covenants shall constitute
contracts with the owners of the Notes.
SECTION6. PAYING AGENT AND REGISTRAR; AUTHENTICATION; PERSONS TREATED AS
OWNERS.
(A) ApPOINTMENT AND DUTIES OF PAYING AGENT AND REGISTRAR; SUCCESSORS AND
REPLACEMENTS. First Interstate Bank of Oregon, N.A., Portland, Oregon, is hereby appointed to
act as Paying Agent and Registrar with respect to the Notes. The Paying Agent and Registrar shall
perform all duties with respect to the Notes required of it under this Resolution or customarily
provided by persons acting in such capacities, including but not limited to the remittance of payments
on the Notes the owners thereof and the authentication of the Notes.
The City may remove any Paying Agent and Registrar by giving written notice thereof to the
Paying Agent to be so removed, in which event a successor or replacement Paying Agent and
Registrar shall be appointed for the Notes 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 Note a written notice specifying the name a~d address of
such successor or replacement and the effective date of such appointment; and provided further 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 thereof to the City, in
which event a successor or replacement Paying Agent and Registrar shall be appointed for the Notes
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 Note a written notice specifying the name and
address of such successor or replacement and the effective date of such appointment; and provided
further 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 Note 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 Notes to
be delivered at closing of this Note issue. The Registrar shall note the date of authentication on each
Note.
Resolution No. 95-~
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(c) PERSONS TREATED AS OWNERS. The Paying Agent and the City may treat the registered
owner of a Note as the owner of that Note for all purposes.
SECTION 7. DEFEASANCE. In the event that the City:
(i) 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 and interest on the Notes at maturity; and
(ii) shall irrevocably instruct such agent in writing to apply such cash or Government
Obligations to the payment of the principal of and interest on the Notes at the maturity date
thereof;
then upon such deposit the Notes shall be deemed to have been paid in full and no longer be
outstanding under this Resolution for any purpose other than the payment when due of the principal
of and interest on such Notes out of the cash or Government Obligations so deposited, and the Notes
shall thereafter be secured solely and only by the cash or Government Obligations so deposited and
the Notes shall no longer be secured as provided in Section 4 of this Resolution.
SECTION 8. ADDITIONAL ACTION. The Council may authorize by subsequent resolution any
acts or other matters necessary or appropriate in connection with the issuance, sale, and delivery of
the Notes and the performance by the City of its covenants and obligations with respect thereto.
SECTION 9. ADDITIONAL AUTHORIZATIONS. The City Manager and the City Finance
Director, and each of them acting individually, are 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 Notes 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.
SECTION 10. EFFECTIVENESS OF RESOLUTION. This Resolution shall take effect
immediately upon its adoption by the City Council.
Resolution No. 95-~S
Page 10
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ADOPTED BY THE CITY COUNCIL OF CITY OF SPRINGFIELD AT A REGULAR MEETING
HELD ON MAY 2,1995 BY THE FOLLOWING VOTES:
AVES:
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NAVS:
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, MA OR
Resolution No. 95- 35
Page 11
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UNITED STATES OF AMERICA
STATE OF OREGON
THE CITY OF SPRINGFIELD
BOND ANTICIPATION NOTE
(LOCAL IMPROVEMENTS), SERIES 1995 A
ORIGINAL
ISSUE DATE
June --' 1995
INTEREST
RATE
MATURITY
DATE
June 1, 1996
CUSIP
PRINCIPAL AMOUNT:
REGISTERED OWNER:
THE CITY OF Springfield, a municipality, political subdivision and political body corporate and politic
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 named 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 Original Issue Date specified above, with all accrued interest to be due and payable on the Maturity
Date. The Principal Amount of this Note together with the interest due hereon at maturity shall be paid to the
bearer of this Note only upon presentation and surrender of this Note at the principal corporate trust of the Paying
Agent on or after the applicable Maturity Date. The principal of and interest on this Note 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. Interest on this Note shall be calculated on the basis of a 360-day
year of twelve 30-day months.
ADDITIONAL PROVISIONS OF THIS NOTE APPEAR ON THE REVERSE SIDE; THESE
PROVISIONS HAVE 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 perf~rmed precedent to and in the issuance of this Note and the series of
Notes '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 Note and the series of Notes of
which this is one do not exceed any Constitutional or statutory debt limitation applicable to the City.
This Note 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 Paying Agent. .
Note Form Appendix
Page A-I
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IN WITNES S WHEREOF, the City Council of The City of Springfield, Oregon, has caused this Note
to be signed by the facsimile signature of its Mayor and attested by the facsimile signature of its City Recorder,
and has caused a facsimile of its corporate seal to be imprinted hereon, all as of the Original Issue Date set forth
above.
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CERTIFICATE OF AUTHENTICATION
This Note is one of The City of Springfield Bond Anticipation Notes (Local Improvements), Series 1995
A, issued pursuant to the Authorizing Legislation described herein.
Date of Authentication:
By:
Authorized Officer
Note Form Appendix
Page A-2
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[FORM OF REVERSE SIDE OF NOTE]
This Note is one of a series of Notes (collectively, the "Notes") issued by the City in the aggregate
principal amount of$800,000 pursuant to the power conferred on the City under ORS 223.235(7), as amended,
and related provisions of the laws of the State of Oregon (collectively, the "Act"), and Resolution No. 95- _
(the "Resolution") duly adopted by the City Council at a meeting held on May 2, 1995 (the Act and the Resolution
being herein collectively called the "Authorizing Legislation"). All terms used herein and not otherwise defmed
herein shall have the respective meanings assigned thereto in the Resolution.
The Notes are being issued for the purpose of providing interim financing for the Local Improvements
described in the Resolution.
The Notes constitute limited tax: general obligations of the City secured by the City's full faith and credit
and the limited taxing power of the City, all as provided in the Authorizing Legislation. In accordance with 0 RS
223.235( 4) and 223.235(7)(d) and subject to the limitations on ad valorem property taxation imposed under
Article XI, Section 11 b of the Oregon Constitution, if and to the extent other funds are not available to pay the
principal of and interest on the Notes when due, the City shall levy annuaily a direct ad valorem tax upon all of
the taxable property within the City in sufficient amount, after taking into consideration discounts taken and
delinquencies that may occur in the payment of such taxes and all other moneys reasonably available for the
payment of debt service on the Notes, to pay when due the principal of and interest on the Notes, and the City
covenants with the holders of the Notes to levy such a tax if and to the extent other funds are not available to pay
the Notes when due. The ad valorem taxes to be levied by the City for the purpose of paying when due the
principal of and interest on the Notes shall be levied and collected outside of, and in addition to, the taxes levied
and collected by the City within its voter approved tax base, but subject to, and within, the limitations imposed
by Article XI, Section lIb of the Oregon Constitution. In addition, the principal of and interest on the Notes are
secured by a pledge of the amounts payable with respect to the Assessments and the proceeds of the Bonds (if
and when such Bonds are issued and sold by the City).
The Notes are not subject to redemption prior to maturity .
The Notes are issuable only in the form of fully registered Notes in the denominations of $5,000 or any
integral multiple thereof The Notes are subject to transfer and exchange for Notes as provided in the Resolution.
The City and the Paying Agent and Registrar shall be entitled to treat the registered owner of this Note (as shown
by the registration books maintained by the Registrar) as the owner hereof for all purposes including payment
at maturity or upon prior redemption.
The Paying Agent and Registrar for the Notes is First Interstate Bank of Oregon, N.A., 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 Notes.
The rights of the owner of this Note 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 Note, consents
in all respects.
Note Form Appendix
Page A-3
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NOTICE OF BOND SALE
THE CITY OF SPRINGFIELD, OREGON
BOND ANTICIPATION NOTES
(LOCAL IMPROVEMENTS)
SERIES 1995 A
NOTICE IS HEREBY GIVEN that sealed bids for the purchase of the above-
referenced Bond Anticipation Notes (Local Improvements), Series 1995 A (the "Notes") will be
received on behalf of The City of Springfield, Oregon (the "City"), until 10:00 a.m., local time, on
Tuesday" May 23, 1995 at the offices of the City's financial advisor, Public Financial Management,
Inc., either by mail or hand delivered to Public Financial Management, Inc., 1000 SW Broadway,
Suite 1500, Portland, Oregon 97205, Attention: Patrick Clancy/Proposal for Springfield Bond
Anticipation Notes, Series 1995 A, at which time all bids received will be publicly opened and
announced. The bids shall be considered and acted upon by the City within four hours.
TERMS OF NOTES
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PuRPOSE OF THE NOTES: The Notes are being issued in order to provided interim
financing for various local improvements heretofore undertaken by the City (the "Local
Improvements"). The City has assessed the properties benefitted by the Local Improvements in
accordance with applicable provisions oflaw (the "Assessments'l). The City intends to issue, prior
to the maturity date of the Notes, long-term bonds to provide funds which, when added to other
funds available for such purpose, will be sufficient to pay the principal of and interest on the Notes
at maturity.
PRINCIPAL AMOUNT: The Notes will be issued in the aggregate principal amount
of EIGHT HUNDRED THOUSAND DOLLARS ($800,000).
DATE OF NOTES AND MATURITY DATE: The Notes will be dated the date of
delivery to the successful bidder, and will mature on the June 1, 1996.
No REDEMPTION PRIOR TO MATURITY: The Notes will not be subject to
redemption prior to maturity.
PAYMENT:. Interest will accrue from the date of delivery of the Notes. All accrued
and unpaid interest on the Notes will be due and payable at final maturity. Principal and interest
shall be paid only upon presentation and surrender of such Note at the principal corporate trust
office of First Interstate Bank of Oregon, N.A., Portland, Oregon, as Paying Agent.
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REGISTERED NOTES; DENOMINATIONS: The Notes will be issued only in the
form of fully registered notes in denominations of $ 5,000 or such integral multiples thereof. The
Notes may be transferred and exchanged as provided in the authorizing resolution.
BOOK-ENTRY SYSTEM OF OWNERSHIP: The Notes will be subject to a Book-
Entry System of ownership and transfer. The Depository Trust Company, New York, New York
shall be the Securities Depository for the Notes. Notwithstanding the general provisions regarding
exchange and transfer of Notes, the Notes shall initially be evidenced by one certificate in an
amount equal to the aggregate principal amount thereof. The Notes so initially delivered shall be
registered in the name of "Cede & Co." as nominee for The Depository Trust Company. For more
information concerning the Book-Entry System, see the descriptions thereof contained in the
Official Statement of the City pertaining to the Notes, a copy of which can be obtained from the
City or its financial advisor as described below.
SECURITY: The Notes will be limited tax general obligations of the City secured by the
City's full faith and credit and the limited taxing power of the City, all as provided in the Bancroft
Bonding Act, ORS 223.205 to 223.295. In accordance with ORS 223.235(4) and 223.235(7)(d)
and subject to the limitations on ad valorem property taxation imposed under Article XI, Section
11 bof the Oregon Constitution, if and to the extent other funds are not available to pay the
principal of and interest on the Notes when due, the City shall levy annually a direct ad valorem
tax upon all of the taxable property within the City in sufficient amount, after taking into
consideration discounts taken and delinquencies that may occur in the payment of such taxes and
all other moneys reasonably available for the payment of debt service on the Notes, to pay when _
due the principal of and interest on the Notes, and the City covenants with the holders of the
Notes to levy such a tax if and to the extent other funds are not available to pay the Notes when
due. The ad valorem taxes to be levied by the City for the purpose of paying when due the
principal of and interest on the Notes shall be levied and collected outside of, and in addition to,
the taxes levied and collected by the City withi!l its voter approved tax base, but subject to, and
within, the limitations imposed by Article XI, Section 11 b of the Oregon Constitution..
In addition, the principal of and interest on the Notes shall be secured by a pledge of the
amounts payable with respect to the Assessments and the proceeds of the Bonds (if and when such
Bonds are issued and sold by the City).
The City intends to issue, prior to the maturity date of the Notes, long-term bonds to
provide funds which, when added to other funds available for such purpose, will be sufficient to
pay the principal of and interest on the Notes at maturity. -
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LEGAL OPINION AND RELATED MATTERS
VALIDITY AND TAX-EXEMPT STATUS: The approving legal opinion of Stoel
Rives Boley Jones & Grey, Portland, Oregon, Bond Counsel to the City, will be provided at no
cost to the successful bidder. Such approving legal opinion will be printed on the Notes at the
City's expense.
In connection with the issuance and delivery of, and payment for, the Notes, Bond
Counsel expects to render an opinion that, under existing laws, judicial decisions, rulings and
regulations (assuming no material change therein prior to the date such opinion is rendered) and
assuming compliance by the City with its covenants relating to the federal tax-exempt status of the
interest on the Notes: (i) under Section 103 of the Internal Revenue Code of 1986, as amended,
interest on the Notes is not includable for federal income tax purposes in the gross incomes of the
owners thereof; and (ii) interest on the Notes is exempt from State of Oregon personal income
taxes.
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NOT SUBJECT TO FEDERAL INDIVIDUAL ALTERNATIVE MINIMUM TAX: In
connection with the issuance and delivery of, and payment for, the Notes, Bond Counsel expects
to render an opinion that, assuming compliance by the city with its covenants relating to the use
of the proceeds of the Notes and the capital improvements financed therefrom, the Notes are not
"private activity bonds" within the meaning of Section 141 of the Internal Revenue Code of 1986,
as amended, and that therefore interest on the Notes will not be subject to the federal alternative
minimum tax imposed on individuals. However, Bond Counsel observes that for purposes of
computing the federal alternative minimum tax imposed on corporation (as defined for federal
income tax purposes), interest on the Notes will be taken into account in determining adjusted
current earnings.
DESIGNATED QUALIFIED TAX EXEMPT OBLIGATIONS: The City will designate
the Notes as "qualified tax exempt obligations" under Section 265(b) of the Internal Revenue Code
of 1986, as amended, and therefore a deduction will be allowed for a portion of the interest
expense of financial institutions incurred to carry the Notes owned thereby.
BID PROCEDURES AND REQUIREMENTS
BIDS AND PRICE: Each bid for the Notes, together with a good faith deposit as
describ.ed below, must be delivered in a sealed envelope marked "Proposal for Bond Anticipation
Notes (Local Improvements), Series 1995 A." Each bid must be unconditional and must be for all
the Notes offered hereby, . The bid purchase price of the Notes must be for not less than 99.0%
of the par value of the Notes as determined upon the award of the Notes, plus accrued interest.
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INTEREST RATE: Bidders must specifY a single interest rate which all of the Notes
shall bear through maturity subject to the following conditions: (1) each Note must bear interest
from its date to its stated maturity at the interest rate specified in the bid; (2) no Note may bear
more than one rate of interest; (3) the interest rate may not exceed 6.0% per annum; and (4) the
true interest cost of the Notes may not exceed 6.0% (as determined under the method sometimes
referred to as the "Canadian Interest Cost Method" or the "Present Value Method").
BIDS MUST BE FOR ALL NOTES: Each bid must be for the purchase of all of the
Notes. Bids for less than all of the Notes will not be accepted.
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GOOD FAITH DEPOSIT: Each bid must be accompanied by a good faith deposit
in the amount of $16,000. the good faith deposit must be in the form of a certified or cashier's
check drawn on a bank doing business in the State of Oregon and payable to the order of the City.
The good faith deposit will be held by the City as security against any loss resulting from the
failure of the bidder to comply with the terms of its bid. The good faith deposit will be forfeited
to the City as liquidated damages in case the bidder to whom the Notes are awarded withdraws
its bid or fails to complete its purchase of the Notes in accordance with the terms thereof. The
City reserves the right to cash the good faith deposit check of the successful bidder immediately
upon the award of the Notes and to retain for the sole and exclusive use and benefit of the City
and investment earnings derived therefrom prior to the delivery of the Notes, and in no event shall
the successful bidder be entitled to any such investment earnings (whether by means of a credit or
otherwise). Upon delivery of the Notes, the successful bidder will receive a credit against the
purchase price of the Notes in an amount equal to the good faith deposit (i.e., $16,000). Checks
representing the good faith deposits of the unsuccessful bidders will be promptly returned by the
City.
CERTIFICATION OF IsSUE PRICE: The successful bidder will be required to certifY
under oath in writing to the City and Note Counsel, at the time of deliver of the Notes and from
time to time after the delivery of the Notes as the City may request, the price at which a substantial
amount of the Notes of each maturity were initially offered and sold to the public (other than Note
houses and brokers), all for the purpose of establishing the "issue price" of the Noteswithin the
meaning of Section 1273 (b)( 1) of the Internal Revenue Code of 1986, as amended.
AWARD OF NOTES: Unless the City rejects any or all bids received, the Notes will
be awarded to the bidder whose bid offers the lowest true interest cost to the City. In case of two
or more tie bids, the Notes will be awarded to the tying bidder selected by lot.
RIGHT OF REJECTION: The City reserves the right to reject any or all bids, and
to waive any and all irregularities in any bid.
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DELIVERY: Delivery of the Notes will be made without cost to the successful
bidder at the offices of Bond Counsel in the City of Portland, Oregon. Payment for the Notes
must be made in immediately available funds. Delivery is estimated to take place on, and the
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successful bidder will be required to accept delivery of and make payment for the Notes no later
than June 8, 1995.
MISCELLANEOUS
OFFICIAL STATEMENT AND ADDITIONAL INFORMATION: The City has prepared
a preliminary official statement relating to the Notes, which preliminary official statement is
complete except for the terms of the Notes which will be determined following the selection of the
successful bidder., A copy of it, and additional information regarding the City and the Notes, may
be obtained from the City Finance Director, Robert Duey, City of Springfield, 225 North 5th
Street, Springfield, Oregon 97477, telephone: (503) 726-3705, and from the City's financial
advisor, Public Financial Management, Inc., 1000 SW Broadway, Suite 1500, Portland, Oregon
97205, telephone: (503) 223-3383. the City will use its best efforts to provide a final official
statement for the Notes within seven business days of the date upon which the Notes are awarded
to the successful bidder.
CUSIP: The City will endeavor to have CUSIP numbers imprinted upon the
Notes. Failure to print, or improperly imprinted, CUSIP numbers, will not constitute a basis for
the successful bidder to refuse to accept delivery of or pay for/the Notes.
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Dated: May 10, 1995.
BY ORDER OF THE COUNCIL OF THE CITY OF SPRINGFIELD
Robert Duey, City Finance Director
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