HomeMy WebLinkAboutResolution 96-07 02/20/1996
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CITY OF SPRINGFIELD
LANE COUNTY
STATE OF OREGON
RESOLUTION No. 96-7
A RESOLUTION AUTHORIZING THE ISSUANCE OF
GENERAL OBLIGATION BONDS (CAPITAL PROJECTS AND
IMPROVEMENTS), 1996 SERIES A~ IN THE PRINCIPAL
AMOUNT OF NOT TO EXCEED $12,700,000 FOR THE
PURPOSE OF FINANCING VARIOUS CAPITAL
IMPROVEMENTS, AND PROVIDING FOR RELA TED
MA TTERS.
ADOPTED BY THE COMMON COUNCIL
ON FEBRUARY 20, 1996
EFFECTIVE ON FEBRUARY 20, 1996
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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 SUBDMSION ............................................................... 1
(B) VOTER AUTHORIZATION OF BONDS...... . . . . . . . ....... .. . . .. .... . . . . . . . . . .. . . .. . . .. . . ... 1
(c) PAYMENT FROM PROPERTY TAXES . ..... ......... ......... .................. ........ ....2
'SECTION 1. DEFINITIONS ......................................................................... 2
SECTION 2. THE BONDS' . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . .. 4
(A) AUTHORIZATION ............:.................... ',' . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 4
(c) AGGREGATE PRINCIPAL AMOUNT AUTHORIZED........................................... 4
(D) MATURITY DATES, INTEREST RATES AND REDEMPTION PROVISIONS. . . . . . . . . . . . . . . . . . . . . . . . .. 4
(E) PAYMENT OFPRINCIPALANDlNTEREST; PAYMENTTHROUGHDTC ........................... 5
(F) NOTICE OF REDEMPTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 5
(G) PARTIAL REDEMPTIONS .................... .'.......................................... 6
(H) EFFECT OF REDEMPTION ...........................,................................... 7
(I) REGISTERED BONDS; DENOMINATIONS; FORM; EXECUTION ................................. 7
(J) EXCHANGEANDTRANSFER .......................... .'...... ............................. 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
(VI) ESTABLISH PRINCIPAL ........................................................ 10
(vII) ESTABLISH PRINCIPAL MATURITIES, INTEREST RATES AND REDEMPTION PROVISIONS
....................... .'................................................ 10
SECTION 4. ApPLICATION OF BOND PROCEEDS ...................................................... 11
(A) CREATION OF CAPITAL PROJECTS FUND; CREATION CONTINUATION OF DEBT SERVICE FUND '" 11
(B) ApPLICATION OF BOND PROCEEDS...... . ... . . . . . . . . . . . . . ....... .. . . . ... . . .... ... . . .. . .. 11
SECTION 5. SECURITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 12
SECTION 6. MAINTENANCE OF TAX-EXEMPT STATUS. . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 13
SECTION 7. PAYING AGENT AND REGISTRAR; AUTHENTICATION; PERSONS TREATED AS OWNERS; REGISTRATION
AND TRANSFER ......................................................................... 13
(A) ApPOINTMENT AND DUTIES OF PAYING AGENT AND REGISTRAR; SUCCESSORS AND REPLACEMENTS
............................................................................... 13
(B) AUTHENTICATION ................................................................... 14
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(c) PERSONS TREATED AS OWNERS ...............:................. .,.-................... .'. 14
SECTION 8. DEFEASANCE ........................................................................ 14
SECTION 9. ADDITIONAL ACTION ................................................................. 15
SECTION 10. ADDITIONAL AUTHORIZATIONS ....................................................... 15
SECTION 11. EFFECTIVENESS OF RESOLUTION ...................................................... 15
EXHIBIT A: CAPITAL PROJECTS AND IMPROVEMENTS
BOND FORM ApPENDIX
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CITY OF SPRINGFIELD
LANE COUNTY
STATE OF OREGON
RESOLUTION No. 96- 7
A RESOLUTION AUTHORIZING THE ISSUANCE OF
GENERAL OBLIGATION BONDS (CAPITAL IMPROVEMENT
PROGRAM), 1996 SERIES A, IN THE PRINCIPAL AMOUNT
OF NOT TO EXCEED $12,700,000 FOR THE PURPOSE OF
FINANCING VARIOUS CAPITAL IMPROVEMENTS, AND
PROVIDING FOR RELATED MATTERS.
FINDINGS. As the preamble to this Resolution, the Common Council of the City of
Springfield, Oregon (the "City") hereby recites the matters set forth below. To the extent any of the
following recitals relates to a finding or determination which must be made by the Common Council
in connection with the subject matter of this Resolution or any aspect thereof, the Common Council
declares that by setting forth such recital such finding or determination is thereby made by the
Common Council. 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").
(B) VOTER AUTHORIZATION OF BONDS. Under the provisions ofORS 287.004, upon the
approval of a majority of the electors of the City voting on the question, the City is authonzed to
borrow money and issue and sell its general obligation bonds. At the election duly called and held
on November 7, 1995, a majority of the electors of the City voting on the question authorized the
City to issue its general obligation bonds in an aggregate principal amount not to exceed
$12,700,000 (the "Elector Authorization") for the purpose of financing capital improvements to
various City facilities (as more particularly described herein, the "Capital Projects and
RESOLUTION No. 96-7
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Improvements"). The City is ready to exercise the bond issuance authority granted by the Elector
Authorization.
(c) PAYMENTFROMPROPERTYTAXES. In accordance with the Elector Authorization, the
Enabling Legislation and State law, the City 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
the Bonds, shall be sufficient to pay when due the principal of and interest on all Bonds. The ad
valorem taxes to be levied by the City for the purpose of paying when due the principal of and
interest on all Bonds shall be levied and collected outside of, and in addition to, any ad. valorem
taxes levied and collected by the City within any voter approved tax base, shall not be subject to the
limitations imposed by Article XI, Section 11 b of the Oregon Constitution, and shall be levied in
an amount sufficient to pay when due the Bonds without regard or limit as to the rate or amount of
such ad valorem taxes.
Now, THEREFORE, BE IT RESOLVED BY THE COMMON 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.
"AUTHORIZING LEGISLATION" means, collectively, the Elector Authorization, the
Enabling Legislation and this Resolution.
"BENEFICIAL OWNERS" shall mean, whenever used with respect to a Bond, the person or
entity in whose mime 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 Secunties 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.
"CAPITAL PROJECTS AND IMPROVEMENTS" shall mean the capital projects and
improvements described in Exhibit A attached to this Resolution.
"CEDE & CO." shall mean Cede & Co., the nominee ofDTC, and any successor nominee
ofDTC with respect to the Bonds.
"CAPITAL PROJECTS FuND" shall mean the General Obligation Bond Capital Projects Fund
established pursuant to Section 4(a) of this Resolution.
RESOLUTION No. 96- 7
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"COUNCIL" means the Common 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.
"DEBT SERVICE FuND" means the General Obligation Bond Debt Service Fund heretofore
established by the City and continued pursuant to Section 4(a) of this Resolution.
"DTC" shall mean The Depository Trust Company, a limited purpose trust company
organized under the laws ofthe State of New York, and its successors and assigns.
"ELECTOR AUTHORIZATION" means the approving vote of a majority ofthe electors of the
City voting on the question at the election duly called and held on November 7,1995, wherein said
electors authorized the City to issue and sell the Bonds for the purposes described in Section A of
this Resolution.
"ENABLINGLEGISLATION" means ORS 287.004, together with any applicable provision of
State law.
"BONDS" means the City's General Obligation Bonds (Capital Projects and Improvements),
1996 Series A, authorized to be issued pursuant to Section 2 of this Resolution.
"GOVERNMENT OBLIGATIONS" shall have the meaning assigned 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"
commencing December 1, 1996.
means each December 1 and June 1 of each year,
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"PARTICIPANT" shall mean abroker-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 Interstate Bank of Oregon, N.A.
"REGISTRAR" means the registrar for the Bonds appointed. pursuant to Section 7 of this
Resolution, the initial registrar being First Interstate Bank of Oregon, N.A.
"SECURITIES DEPOSITORY" shall mean, initially, The Depository Trust Company, New
York, New York, and its successors and replacement securities depository appointed hereunder.
RESOLUTION No. .96- 7
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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 financing the. acquisition and
improvement of various parcels of land in furtherance of the Program 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 March 1, 1996" The Bonds
shall be designated "City of Springfield, Oregon General Obligation Bonds (Capital Projects and
Improvements), 1996 Series A. "
(c) AGGREGATEPRlNCIPALAMoUNT AUTHORIZED. The Bonds are hereby authorized to
be issued in an aggregate principal amount not to exceed the sum of $12,700,000 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,
(D) MATURITY DATES, INTERE8T RATES AND REDEMPrION PROVISIONS. The Bonds will
mature on June ,1 of each of the years determined by the City's Finance Director pursuant to Section
3 hereof, provided that the first such maturity date shall be no earlier than June 1,-1997 and the final
maturity date shall be June 1, 2015. The principal amount of the Bonds to be issued as term bonds
and as serial bonds and the principal' amount of such term bonds and serial bonds to mature in each
year shall be established by the City's Finance Director, in accordance with and subjeCt to the
limitations set forth in Section 3 of this Resolution.
The Bonds shall bear interest at such rate or rates as shall be established by the City's
Finance Director, 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 semiannually on' each Interest Payment
Date, commencing with the first Interest Payment Date following the issuance and delivery of the
Bonds.
The Bonds, if any, which are issued as term bonds (as determined by the Finance Director
pursuant to Section 3 hereof) shall be subject to mandatory redemption on June 1 of such years and
in such principal amounts as shall be determined by the Finance Director pursuant to Section 3
hereof, 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.
The Bonds (or such maturities thereof as the Finance Director shall determine pursuant to
Section 3 hereof) shall be subject to redemption prior to maturity at the option of the City, any such
redemption to be on such terms and conditions, on such dates and at such redemption prices (which
may include a premium) as shall be determined by the Finance Director pursuant to Section 3 hereof
RESOLUTION No. 96- /
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(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 ofthe Bonds to which such
notice pertains; provided that,. so long as the Bonds remain subjecttothe Book-Entry System, notice
of redemption shall be given at the time, to the ~ntity 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;
(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 ofthe 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;
RESOLUTION No. 96- 7
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(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 thePayingAgent to the registered owners of the Bonds.
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In 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
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.
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RESOLUTION No. 96- 7
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Ifless 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. Ifless 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. 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 Jaw,
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's 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;
RESOLUTION No. 96- 7
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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(i).
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 20) 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
maturity (including one certificate for each principal amount due pursuant to a Mandatory
Redemption Schedule), 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
RESOLUTION No. 96- 7
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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 dJscontinue 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
Securitie$ 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 public competitive sale conducted
pursuant to and in accordance with the requirements 'ofORS 287.o14to 287.026.
(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 Capital
Projects and 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;
(n) NOTICE OF SALE: prepare and publish a notice of sale with respect to"the
Bonds, and to receive bids for the purchase of the Bonds in accordance with the terms and
provisions of such notice of sale;
(m) WAIVER OF IRREGULARITIES; REJECTION OF BmSAND REpUBLICATION OF
NOTICE OF SALE: in the discretion of the Finance Director, waive any irregularity in or with
respect to any bid received for the purchase of the Bonds, or reject all bids received for the
purchase of the Bonds, and in the event of any such rejection the Finance Director shall be
,authorized, empowered and directed to prepare and publish one or more additional notice(s)
RESOLUTION No. 96- 7
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of sale with respect to the Bonds, and to receive bids for the purchase of the Bonds in
accordance with the terms and provisions of such other notice( s) of sale;
(IV) AWARD OF BONDs: award the Bonds to the lowest bidder, provided that in no
event shall the Bonds be sold at a price ofless than 98.50% of the par value thereof or at a
true interest cost greater than 7.0%;
(v) FINAL OFFICIAL STATEMENT: upon the award of the Bonds to the lowest
bidder, to cause to be prepared within the time required by law a final official statement
describing the Bonds and setting forth such information concerning the City, the Capital
Projects and 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;
(VI) ESTABLISH PRINCIPAL: subject to the limitations set forth in Section 2(c) of
this Resolution, establish the actual principal amount of the Bonds to be issued;
(VII) ESTABLISH PRINCIPAL MATURITIES, INTEREST RATES AND REDEMPTION
PROVISIONS: establish:
(A) the principal amount of the Bonds to mature in each year, 1997 through
2016 (inclusive) and the principal amounts of the Bonds to be issued as serial Bonds,
and as term Bonds;
(B) with respect to the Bonds to be issued as term Bonds, the principal
amount of the term Bonds of each maturity to be subject to mandatory sinking fund
redemption in each year;
(C) the rate of interest per annum to be applicable to the. Bonds of each
maturity; and
(0) the dates upon which the Bonds (or specified maturities thereof) shall be
subject to redemption at the option of the City and prices at which such Bonds shall
be so subject to optional redemption, which prices may include a premium;
provided that in no event shall the true interest cost of the Bonds exceed 7.0%; and
(VIII) ACQUIRE CREDIT FACIUTY: ifthe 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 Bonds, or to meet all or a portion
of the reserve requirement with respect to the Bonds (herein called a "Credit Facility"), and
RESOLUTION No. 96- 7
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to negotiate such terms and conditions relating to such Credit Facility as the Finance
Director deems appropriate and in the best interests of the City.
The authority of the Finance Director to determine the terms of the Bonds 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'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. ApPLICATION OF 'BOND PROCEEDS.
(A) CREATION OF CAPITAL PROJECTS FuND; CREATION CONTINUATION OF DEBT
SERVICE FuND. There is hereby created and established a new fund of the City to be designated,
"General Obligation Bond Capital Projects Fund" (the "Capital Projects Fund"), which shall be a
fund held by the City. The City has heretofore established the General Obligation Bond Debt
Service Fund (the "Debt Service Fund"), which is hereby continued.
(B) APPLICATION 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 Debt Service 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 credited to the Capital Projects Fund.
(C) USE AND APPLICATION OF CAPITAL PROJECTS FuND. The moneys on deposit in or
credited to the Capital Projects Fund shall be used and applied from time to time for the purpose of
paymg:
(i) the costs incurred in connection with the issuance of the Bonds;
(ii) the costs of design, acquisition and construction of the Capital Projects and
Improvements;
(iii) all other costs of the Capital Projects and Improvements which are properly
treated as capital costs of the Capital Projects and Improvements and eligible for financing
from the proceeds of the Bonds under applicable law; and
RESOLUTION No. 96- 7
PAGE 11
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(iv) the payment of any rebates or penalties that may be or become owing with
respect to the Bonds under Section 148 of the Internal Revenue Code.
The moneys on deposit in or credited to the Capital Projects Fund shall be disbursed from time to
time for such purposes in accordance with the procedures established by the City Finance Director.
Pending disbursement thereof, the moneys on deposit in or credited to the Capital Projects Fund
shall be invested in accordance with the City investment policies and procedures in effect at the time
of such investment and may be commingled with other the City funds for the purpose of making
such investments. All earnings, derived from the investment of such moneys shall be deposited in
or credited to the Capital Projects Fund and used, invested and disbursed in the same manner and
for the same purposes as provided above with respect to other Bond proceeds on deposit in or
credited to such account.
(D) USE AND APPLICATION OF THE DEBT SERVICE FuND. In addition to the Bond proceeds
required to be deposited therein as provided in Section 4(B)(i) above, there shall be deposited in or
credited to the Debt Service Fund the following:
(i) the receipts from all property taxes levied for the purpose of paying the Bonds
as provided in Section 5 of this Resolution; and
(ii) all other moneys that the City, in its discretion, may from time to time cause to
be deposited therein.
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On or before each date upon which any amounts of principal of or interest on the Bonds are due and
payable (whether by virtue of the stated due date or redemption prior to maturity), the City shall
withdraw from the Debt Service Fund funds equal to the amounts so due and payable, and shall
transfer the funds so withdraw to the Paying Agent for application to the payment of such amounts.
Pending withdrawal thereof as aforesaid, the moneys on deposit in or credited to the Debt Service
Fund shall be invested in accordance with the City investment policies and procedures in effect at
the time of such investment and may be commingled with other City funds for the purpose of
making such investments. All earnings derived from the investment of such moneys shall be
deposited in or credited to the Debt Service Fund and used, invested and disbursed in the same
manner and for the same' purposes as provided above with respect to other funds, on deposit in or
credited to such fund.
SECTION 5. SECURITY. The Bonds shall constitute general obligations of the City secured
by the City's full faith and credit and the taxing p6wer of the City, all as provided in the Authorizing
Legislation. The City hereby covenants and agrees, with and for the benefit of the owners from time
to time of the Bonds, that 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, shall be sufficient to pay when due the principal of and interest on all
.
RESOLUTION No. 96-~
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outstanding Bonds. 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 shall be levied and collected
outside of, and in addition to, any ad valorem taxes levied, and collected by the City within any voter
approved tax base, shall not be subject to the limitations imposed by Article XI, Section 11 b of the
Oregon Constitution, and shall be levied in an amount sufficient to pay when due such Bonds
without regard or limit as to the rate or amount of such ad valorem taxes. The obligation to levy ad
valorem taxes as provided in this section 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 Capital Projects and 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, makeadditional',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.
SECTION7. 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 Interstate Bank of Oregon, N.A., Portland, Oregon, is hereby appointed to
act as Registrar and Paying Agentwith 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 of the 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.
RESOLUTION No. 96- 7
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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 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 provided
further that no removal of the Paying Agent and Registrar shall be effective until such time asa
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
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
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 an'd 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.
(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 Bond for 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 portiqn 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
RESOLUTION No. 96- 7
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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 arid 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 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.
SECTION 10. ADDITIONAL AUTHORIZATIONS. The City Manager and the City's 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 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.
SECTION 11. EFFECTIVENESS OF RESOLUTION. This Resolution shall take effect
immediately upon its adoption by the Council.
ADOPTED BY THE COMMON COUNCIL OF CITY OF SPRINGFIELD AT A REGULAR MEETING
HELD ON FEBRUARY 20, 1996 BY THE FOLLOWING VOTES:
AVES:
6
o
NAYS:
~Kf?f!~
MAVOR
ATTEST:
~itu~
RE ORDER '
RESOLUTION No. 96- 7
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EXHmIT A
CAPITAL PROJECTS AND IMPROVEMENTS
The capital projects and improvements to be financed by the bonds are generally described
below. All are in accordance with the priorities established by the Common Council based on the
review by the Springfield Tomorrow Improvement Plan Advisory Committee.
, PUBLIC SAFETY:
. New Fire Station: Construction of a new fire and ambulance station on land already owned
by the City. Construction of a fifth fire station for Springfield will assist in improving the City's
response time throughout the entire City.
Communications System: Replacement of police voice radio and communications center
equipment; replacement of fire dual band mobile radios and portable, radio/pagers; computer
network link to Regional Information Systems to complete transfer. to PC network system; computer
network link to fire stations; purchase of mobile data terminals to be installed in police cars and fire
equipment vehicles; and purchase of pen-based computers for use in the fire department operations
in the field.
Vehicles and Equipment: Purchase of new and replacement of existing vehicles for the
police and fire departments ,and the purchase of other new equipment.
IMPROVE AND REPAffi CITY INFRASTRUCTURE:
Street Repairs: Repair road base failures and install asphalt concrete pavement overlay on
those fully improved major streets which have deteriorated due to age, increased traffic volumes and
heavy wheel loads. This work will help avoid higher costs for future reconstruction of these streets.
\
Water Supply Protection and Flood Control: Construct a water flow control structure on
the Willamette River to control water flow into the Springfield Millrace. This structure will ensure
continuous recharging of the city's ground water supply, which is essential to the uninterrupted
provision of water to Springfield area residents and businesses. This project is strongly
recommended by federal and state agencies.
Building Maintenance and Preservation: Replace major components in existing City
buildings and completes facilities at maintenance shops. Includes replacing roofs at City Hall, fire
stations, and maintenance shops; replacing heating, ventilation and air conditioning system at City
Hall; ,replacing worn carpeting; painting buildings; recoating fire hose towers at fire station;
remodeling existing space at city maintenance shops..
EXHIBIT A
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Alternate Projects: To the extent the City is able to complete any project for less than its
estimated cost, the available bond proceeds will be used to finance other capital projects and
improvements. All will be in accordance with the priorities established by the Common Council and
include, but not limited to, projects involving maintenance or improvements to City streets and
maintenance and improvements to City buildings.
LIBRARY SERVICES:
Library Expansion: Expand public access space and resources for library patrons by
remodeling existing space within City Hall. Will add 2,500 square feet to the library and allow
expansion of the services currently offered to City residents.
SERVICE DELIVERY SYSTEMS:
Computer System: Acquisition of computer systems for use in operations of City
departments. Includes systems that serve fire and police dispatch, criminal justice data systems,
building and business license system, finance and human resource systems, property assessment
system arid other business system computers.
ExmBIT A
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CITY OF SPRINGFIELD
LANE COUNTY, STATE OF OREGON
GENERAL OBLIGATION BOND
(CAPITAL PROJECTS AND IMPROVEMENTS), 1996 SERIES A
ORIGINAL
ISSUE DATE
INTEREST
RATE
REGISTERED OWNER:
PRINCIPAL AMOUNT:
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 defmed) through which interest has been paid, with all
accrued interest to be due and; payable semiannually on December 1 and June 1 of each year,
commencing December 1, 1996 (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 Interest 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.
CERTIFICATE OF AUTHENTICATION
This bond is one of The City of Springfield General Obligation Bonds (Capital
Projects and Improvements), 1996 Series A, issued pursuant to the Authorizing Legislation
described herein.
Date of Authentication:
FIRST INTERSTATE BANK OF OREGON, N.A.
By:
Authorized Officer
MATURITY
DATE
CUSIP
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..
III
Interest on this Bond shall be calculated on the basis of a 360-day year of twelve 30-day months.
ADDITIONAL PROVISIONS OF THIS BOND 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' perl'ormed 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 not 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 defmed) 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 signature of its Finance Director and attested by the facsimile signature of the Presiding
Officer of the Council, all as of the Original Issue Date set forth above.
THE CITY OF SPRINGFIELD, OREGON
Mayor
Finance Director
.. I"
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This Bond is one of a series of Bonds (collectively, the "Bonds")
issued by the City in the aggregate principal amount of $ 1 2, 700,000 pursuant to
the power conferred on the City under the Enabling Legislation, an approving
vote of a majority of the electors of the City voting at an election duly called and
held on November 7, 1995 (the "Elector Authorization") and Resolution No. 95-
*00* (the "Resolution") duly adopted by the Common Council of the City at a
meeting held on February 20, 1996 (the Enabling Legislation, the Elector
Authorization and the Resolution 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.
The Bonds are being issued for the purpose of paying the costs of
fmancing the design, acquisition and construction of the Capital Projects and
Improvements.
The Bonds constitute general obligations of the City secured by the
City's full faith and credit and the taxing power of the City, all as provided in the
Authorizing Legislation. The City hereby covenants and agrees, with and for the
benefit of the owners from time to time of the Bonds, that 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, shall be sufficient to pay when
due the principal of and interest on all outstanding Bonds. 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 shall be levied and collected outside
of, and in addition to, any ad valorem taxes levied and collected by the City
within any voter approved tax base, shall not be subject to the limitations
imposed by Article XI, Section ,II b of the Oregon Constitution, and shall be
levied in an amount sufficient to pay when due such Bonds without regard or
limit as to the rate or amount of such ad valorem taxes. The obligation to levy ad
valorem taxes as provided in this section shall constitute a contract between the
City and the owners from time to time of the Bonds.
.
The Bonds are subject to mandatory and optional redemption prior to
maturity, any such redemption to be on such date, in such amounts and at such
redemption prices as are set forth in the
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
Interstate Bank of Oregon, NA, 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
priOl'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.
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:
Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), 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 of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.
FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto
ASSIGNMENT
(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
p~emises.
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 Firm)
.
Authorized Officer