HomeMy WebLinkAboutResolution 96-22 05/20/1996
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CITY' OF SPRINGFIELD
LANE COUNTY
STATE OF OREGON
RESOLUTION No. 96- 22
A RESOLUTION AUTHORIZING THE ISSUANCE OF LIMITED
TAX OBLIGATION IMPROVEMENT BONDS, 1996 SERIES
ONE, IN THE PRINCIPAL AMOUNT OF NOT TO EXCEED
$705,000 FOR THE PURPOSE OF PROVIDING LONG-TERM
FINANCING FOR LOCAL IMPROVEMENTS, AND PROVIDING
FOR RELATED MATTERS.
ADOPTED BY THE COMMON COUNCIL
ON MAY 20, 1996
EFFECTIVE ON MAY 20, 1996
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TABLE OF CONTENTS
TIns TABLE OF CONTENTS IS NOT APART OFTHlS RESOLUTION BUT IS PROVIDED
SOLELY FOR THE CONVENIENCE OF THE READER.
FINDINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 1
(1) POLITICAL SUBDIVISION ............................................................... 1
(2) THE LoCAL IMPROVEMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 1
(3) CAPITAL CONSTRUCTION OR IMPROVEMENTS ............................................. 2
(4) THE BOND ANTICIPATION NOTES. . . . . .. . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ...... .... 2
SECTION 1. DEFINITIONS ......................................................................... 2
SECTION 2. THE BONDS ........................................................................... 4
(A) AUTHORIZATION ...................................................................... 4
(c) AGGREGATE PRINCIPAL AMOUNT AUTHORIZED. . . . . . . . . . . . . '.' . . . .. .. . . . . . . . . . . . . .. . . . . ... 5
(D) MATURITY DATE,INTEREST RATE AND REDEMPTION PROVISIONS............................ 5
(E) PAYMENT OF PRINCIPAL AND INTEREST; PAYMENT THROUGH DTC . . . . . . . . . . . . . . . . . . . . . . . . . .. 5
(F) NOTICE OF REDEMPTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 5
(G) PARTIAL REDEMPTIONS ............................................. ~................. 7
(H) EFFECT 01<' REDEMPTION ............................................................... 7
(I) REGISTERED BONDS; DENOMINATIONS; FORM; EXECUTION ................................. 7
(J) EXCHANGE AND TRANSFER ............................................................. 8
(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 ...................... 10
(Iv) ESTABLISH PRINCIPAL........................................................ 10
(V) ESTABLISH INTEREST RATES AND REDEMPTION PROVISIONS. . . . . . . . . . . . . . . . . . . . . . .. 10
SECTION 4. ApPLICATION OF BOND PROCEEDS ...................................................... 11
SECTION 5. SECURITY.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 11
SECTION 6. MAINTENANCE OF TAX-ExEMPT STATUS ................................................. 12
SECTION 7. PAYING AGENT AND REGISTRAR; AUTHENTICATION; PERSONS TREATED AS OWNERS; REGISTRATION
AND TRANSFER .......................................................................... 12
(A) ApPOINTMENT AND DUTIES OFP A YING AGENT AND REGISTRAR; SUCCESSORS AND REPLACEMENTS
............................................................................... 12
(n) AUTHENTICATION ................................................................... 13
(c) PERSONS TREATED AS OWNERS ........................................................ 13
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SECTION 8. DEFEASANCE ........................................................................ 13
SECTION 9. ADDITIONAL ACTION ................................................................. 14
SECTION 10. ADDITIONAL AUTHORIZATIONS ....................................................... 14
SECTION 11. EFFECTIVENESS OF RESOLUTION ...................................................... 14
EXHIBIT' A: CAPITAL PROJECTS AND IMPROVEMENTS
BOND FORM ApPENDIX
II
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CITY OF SPRINGFIELD
LANE COUNTY
STATE OF OREGON
RESOLUTION No. 96-
22
A RESOLUTION AUTHORIZING THE ISSUANCE OF LIMITED
T AX OBLIGATION IMPROVEMENT BONDS, 1996 SERIES
ONE, I~ THE PRINCIPAL AMOUNT OF NOT TO EXCEED
$705,000 FOR THE PURPOSE OF PROVIDING LONG-TERM
FINANCING FOR LOCAL 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 ~his 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").
(2) THE LOCAL IMPROVEMENTS. The City has heretofore undertaken the acquisition,
construction and installation of the following local improvement projects (the "Local
Improvements"): (A) Project No. 1786 - Sports Way Road; (2) Project No. 1792 - South 52nd
Place; (3) Project No. 1814 - North 10th Street; (4) Project No. 1836 - North 13th Street; (5) Project
No. 1857 - Harlow Road/Pheasant Street; (6) Project No. 1864 - Gateway Street NorthlBeltline
Road; and (7) Project No. 1914 - T Street. The City has heretofore assessed the properties benefitted
RESOLUTION No. 96- 22
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by the Local Improvements in accordance with the provisions of ORS Chapter 223 and the
applicable provisions of the City Charter (the "Assessments").
(3) CAPITAL CONSTRUCTION OR IMPROVEMENTS. The Local Improvements constitute
"capital construction or improvements" within the meaning ofORS 288.160(1) and 310.140.
(4) THE 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. In order to provide interim financing for certain of the Local
Improvements, the City has heretofore issued and sold its $800,000 aggregate principal amount of
Bond Anticipation Notes (Local Improvements), Series 1995A dated June 8, 1995 (the "Notes").
(5) IssUANCE OF BONDS TO PROVIDE LONG-TERM FINANCING. Under and pursuant to ORS
223.205 to 223.295, as amended (the "Bancroft Bonding Act"), the City is authorized to issue its
limited tax general obligation improvement bonds for the purpose of long-term financing for the
Local Improvements (the "Bonds"). The Bonds shall be payable from the Assessments and, to the
extent the Assessments should prove insufficient to pay the amounts owing on the Bonds when due,
from ad valorem property taxes levied by the City within the limitations imposed on the City's
taxing powers pursuant to the Oregon Constitution.
(6) REFUNDING OF NOTES THROUGH REPAYMENT OF INTERFUND LOAN. The Bonds will
be used to provide long-term financing for those Local Improvements financed on an interim basis
by the Note as follows: The principal of and interest on the Notes is due and payable in full on June
1, 1996. Because it will not be possible to issue, sell and deliver the Bonds in time to have the
proceeds thereof available to pay the Notes when due on June 1, 1996, the City will pay the Notes
when due from an interfund loan to be made from the Development Assessment Capital Project
Fund (the "Interfund Loan"). Upon the issuance, sale and delivery of the Bonds, a portion of the
proceeds will be used to repay the Interfund Loan, and thereby refund the Notes.
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.
"ASSESSMENTS" means the unpaid balance (including both principal and interest) of the
assessments levied against the properties benefitted by the Local Improvements.
"AUTHORIZING LEGISLATION" means, collectively, the Bancroft Bonding Act, this
Resolution, the City Charter and other applicable provisions of Oregon law governing the issuance
and sale of the Bonds as provided in this Resolution.
RESOLUTION No. 96- 22
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"AVAILABLE FuNDs" shall mean funds derived from the following sources:
(i) the net proceeds derived by the City from the sale of any property upon
foreclosure of the assessment lien thereon as a result of the failure to pay when due anyone
or more installment of the Assessment levied against such property;
(ii) any proceeds of the Bonds not used to provide permanent financing for an
Assessment and any moneys received by the City as a result of the prepayment of any
Assessment pursuant to and as permitted by applicable law;
(iii) any revenues derived from ad valorem taxes levied for the purpose of paying
amounts owing on the Bonds to the extent such tax revenues collected in a particular fiscal
year, when added to other funds available for such purpose, exceed the amount needed to
pay all regularly scheduled payments of principal of and interest due on the Bonds; and
(iv) any other moneys on deposit from time to time in the City's Bancroft
Redemption Fund or the Development Assessments Capital Projects Fund (but not including
any moneys derived from the proceeds of bonds or other debt obligations issued by the City)
to the extent such moneys are not needed for other purposes and the City determines to apply
them to the redemption of outstanding Bonds.
"BANCROFT BONDING ACT" means ORS 223.205 to 223.295 as in effect on the date of .
issuance of the Bonds.
"BENEFICIAL OWNERS" shall mean, whenever used with respect to a Bond, the person or
entity in whose name such Bond is recorded as the beneficial owner of such Bond by a Participant
on the records of such Participant pursuant to the arrangements for book-entry determination of
ownership applicable to the Securities Depository.
"BONDS" means the City's Limited Tax Obligation Improvement Bonds, 1996 Series One
authorized to be issued under this Resolution.
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"BOOK-ENTRY SYSTEM" shall mean that system whereby the clearance and settlement of
securities transactions is made through electronic book-entry changes, thereby eliminating the need
of physical movement of securities.
"CEDE & Co." shall mean Cede & Co., the nominee ofDTC, and any successor nominee
of DTC with respect to the Bonds.
"COUNCIL" means the Common Council of the City acting as the duly constituted governing
body of the City in which the City's legislative powers are vested under law.
RESOLUTION No. 96-22
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"DTC" shall mean The Depository Trust Company, a limited purpose trust company
organized under the laws of the State of New York, and its successors and assigns.
"GOVERNMENT OBLIGATIONS" shall have the meaning 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" means each December 1 and June 1 of each year,
commencing December 1: 1996.
"LOCAL IMPROVEMENTS" means the following local improvement projects: (i) the widening
of Gateway Street to five lanes 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 ofa 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.
"PARTICIPANT" shall mean a broker-dealer, bank or other financial institution for which
DTC holds Bonds as Securities Depository.
"PAYING AGENT" means the paying agent for the Bonds appointed pursuant to Section 7
of this Resolution, the initial paying agent being First 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.
SECTION 2. THE BONDS.
(A) AUTHORIZATION. Pursuant to and subject to the requirements of the Authorizing
Legislation, the City shall issue the Bonds for the purpose of providing long-term financing for the
Local Improvements and for paying the costs incurred in connection with the issuance of the Bonds,
all as provided in and subject to the limitations hereinafter set forth in this Resolution.
RESOLUTION No. 96- 22
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(B) DATE OF BONDS; DESIGNATION. The Bonds shall be dated June 1, 1996. The Bonds
shall be designated "City of Springfield, Oregon Limited Tax Obligation Improvement Bonds, 1996
Series One. "
(C) AGGREGA TE PRINCIPAL AMOUNT AUTHORIZED. The Bonds are hereby auth~rized to
be issued in an aggregate principal amount not to exceed the sum of $705,000 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 DATE, INTEREST RATE AND REDEMPTION PROVISIONS. The Bonds will
mature on June 1, 2008,
The Bonds shall bear interest at the rate 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.
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The Bonds shall be subject to special redemption prior to maturity in whole or in part on any
Interest Payment Date out of Available Funds, any such redemption to be without premium at a price
equal to 100% of the principal amount of the Bonds to be redeemed plus accrued and unpaid interest.
thereon to the date fixed for redemption.
(E) PAYMENT OF PRINCIPAL AND INTEREST; PAYMENT 1HROUGH 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)ong as the Bonds are subject to the Book-Entry System, payment
of principal of and interest on the Bonds when due shall be paid through the facilities of DTC in
accordance with the rules, regulations and practices established and followed in connection with the
Book-Entry System.
(F) NOTICE OF REDEMPTION. Notice of any mandatory or optional redemption of any
Bonds shall be given in writing by the Paying Agent and Registrar, in the name of the City, by first
class mail, postage prepaid, to the registered owner of each Bond called for redemption at the
registered address thereof, all as shown on the registration books maintained by the Registrar as of
the 15th day next preceding the date of mailing of such notice, any such notice to be mailed not less
than 30 nor more than 45 days prior to the date fixed for the redemption of the Bonds to which such
notice pertains; provided theit, so long as the Bonds remain subject to the Book-Entry System, notice
of redemption shall be' given at the time, to the entity and in the manner required by the rules,
RESOLUTION No. 96- 22.
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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 of the place at which the Bonds called for redemption must
be presented and surrendered to the Paying Agent on or after the date fixed for redemption
in order to receiye payment o[,the redemption price thereof;
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(iv) state that from and after the date fixed for redemption, interest on the Bonds (or
principal portions thereof) called for redemption shall cease to accrue and the owners of such
Bonds or portions thereof shall thereafter only be entitled to receive the redemption price
thereof upon the presentation and surrender of such Bonds to the Paying Agent;
(v) in the case of an optional redemption, state that if, for any reason, the City, not
less than five business days prior to the redemption date specified in such notice, does not:
(A) cause to be deposited with the Paying Agent funds sufficient to pay the redemption price
of the Bonds or portions thereof to which such notice relates, or (B) provide the Paying
Agent with reasonable assurance that such funds will be deposited with the Paying Agent
not less than one business day prior to the date fixed for redemption, then and in any such
event such call for redemption shall be null, void and of no force or effect and the Bonds or
portions thereof so called for redemption shall continue to remain outstanding as if such
notice and called had never been given or made; and
(v) set forth such other matters or information as may be required by law or, in the )
judgment of the City, be necessary or appropriate.
. The Paying Agent shall give such notice of redemption as soon as practicable following the
receipt of written direction from the City to do so. The Paying Agent shall not haye the right to
demand, as a condition precedent to the giving of any such notice of redemption that moneys be
deposited with the Paying Agent sufficient to pay the redemption price of any Bonds or portions
thereof called for redemption, nor shall the City be required to make any such deposit prior to the
giving of any notice of redemption by the Paying Agent to the registered owners of the Bonds.
RESOLUTION No. 96-2..2
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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 portiori 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.
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. If less than all of the Bonds of a particular maturity are
called for redemption, the Registrar shall select, by lot or in such other manner as the Registrar
deems fair, the particular Bonds or principal portions thereof to be so redeemed.
(H) EFFECT OF REDEMPTION. If on the date fixed for redemption of any Bonds or portions
thereof the City has deposited or caused to be deposited and set aside with the Paying Agent funds
sufficient to pay the redemption price of such Bonds, then and in such event such Bonds or portions
thereof shall cease to accrue interest from and after the date fixed for such redemption and shall no
longer be deemed to be outstanding or entitled to the security of or any benefits provided by this
Resolution or the Act, and the City shall have no further liability for the payment thereof, and the
owners thereof shall only be entitled to payment <;>f 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 indenominations 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
RESOLUTION No. 96- 22
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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.
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;
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(J).
The City may alter these provisions regarding registration and transfer to conform to market
standards by mailing notification of the altered provisions to all Bondowners. The altered provisions
shall take effect on the date stated in the notice, which shall not be earlier than 45 days after notice
is mailed.
Notwithstanding the foregoing provisions, while the Bonds are subject to a Book-Entry
System the provisions set forth in Section 2(K) below shall govern the transfer and exchange of
beneficial interests in the Bonds.
(K) PROVISIONS FOR BOOK-ENTRY SYSTEM. The Bonds will initially be subject to a
Book-Entry System of ownership and transfer, which Book-Entry System shall continue with respect
to the Bonds until such time as the same is discontinued as provided in (iii) below. The general
provisions for effecting such Book-Entry System are as follows: .
(i) the City hereby designates DTC, as the initial Securities Depository hereunder.
RESOLUTION No. 96- 22
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(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, in an amount equal to the aggregate principal amount thereof The Bonds so
initially delivered shall be registered in the name of "Cede & Co." as nominee for DTC. The
Bonds may not thereafter be transferred or exchanged on the registration books of the City
held by the Registrar except:
(A) to any successor Securities Depository designated pursuant to (iii)
below;
(B) to any successor nominee designated by a Securities Depository; or
(C) if the City shall, by resolution, elect to discontinue the Book-Entry
System pursuant to (iii) below, the City will cause the Registrar to authenticate and
deliver replacement Bonds in fully registered form in Authorized Denominations in
the names of the beneficial Owners or their nominees; thereafter the provisions of
this Resolution regarding registration, transfer and exchange of Bonds shall apply.
(iii) Upon the resignation of any institution acting as Securities Depository
hereunder, or if the City determines that continuation of any institution in the role of
Securities Depository is not in the best interests of the Beneficial Owners, the City will
attempt to identify another institution qualified to act as Securities Depository hereunder or
will discontinue the Book-Entry System by resolution. If the City is unable to identify such
successor Securities Depository prior to the effective date of the resignation, the City shall
discontinue the Book-Entry System, as provided in (ii)(C) above.
(iv) So long as the Book-Entry System is used for the Bonds, the Registrar will give
any notice of redemption or any other notices required to be given to owners of Bonds only.
to the Securities Depository or its nominee registered as the owner thereof Any failure of
the Securities Depository to advise any of its Participants, or of any Participant to notify the
Beneficial Owner, of any such notice and its content or effect will not affect the validity of
the redemption of the Bonds called for redemption or of any other action premised on such
notice. Neither the City nor the Registrar is responsible or liable for the failure of the
Securities Depository or any Participant thereof to make any payment or give any notice to
a Beneficial Owner in respect of the Bonds or any error or delay relating thereto.
SECTION 3. SALE OF BONDS; AUTHORIZATION OF AND DIRECTION TO FINANCE
DIRECTOR.
(A) SALE OF BONDS. The Bonds shall be sold in a negotiated sale to such underwriter(s) as
shall be selected by the City Finance Director.
RESOLUTION No. 96-22
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(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) SELECTION OF UNDERWRITER; BOND PURCHASE AGREEMENT: select one or
more firms to act as underwriter(s) with respect to the Bonds (the "Underwriter") and
negotiate the terms and conditions of a bond purchase agreement providing for the sale of
the Bonds to the Underwriter (the."Bond Purchase Agreement"), and to execute and deliver
such Bond Purchase Agreement for and on behalf of the City;
(III) FINAL OFFICIAL STATEMENT: upon the.award of the Bonds toethe 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;
(IV) ESTABLISH PRINCIPAL: establish the actual principal amount of the Bonds to
be issued, provided that in no event shall the Bonds be issued in an aggregate principal
amount in excess of the amount needed to provide long-term financing for the Local
Improvements not originally financed out of the Notes, to pay the principal of and interest
on the Notes, and to pay the costs of issuance incurred in connection with the issuance and
sale of the Bonds;
(V) ESTABLISH INTEREST RATES AND REDEMPTION PROVISIONS: establish:
(A) the rate of interest per annum to be applicable to the Bonds, provided
that in no event shall the true interest cost of the Bonds exceed 8.0%; and
(B) whether the Bonds shall be subject to redemption prior to maturity at the
option of the City, and if so, the dates upon which the Bonds 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;
and
RESOLUTION No. 96-2..2
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(VI) ACQUIRE CREDIT FACILITY: if the 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
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) above shall be exercised by setting forth such terms as so determined and established in either
the Bonp Purchase Agreement or in a Certificate of the City's Finance Director executed in
connection with the sale the Bonds and, to the extent so required under applicable law, shall
constitute the completion of the determination of such matters by- the City as a public body.
. .
SECTION 4. 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 Bancroft Redemption Fund heretofore established by the
City and used to pay the interest first coming due on the Bonds; and
(ii) an amount equal to the principal of and interest due on the Notes at maturity shall
be used to repay the Interfund Loan and to provide long-term financing for the Local
Improvements not originally financed out of the Note proceeds by crediting such amount to
the Development Assessment Capital Project Fund of the City; and
(iii) the balance of the proceeds derived from the issuance and sale of the Bonds
shall be used to pay the costs of issuance incurred in connection with the issuance and sale
of the Bonds.
Any Bond proceeds remaining after payment of all costs of issuance incurred in connection with the
Bonds shall be transferred to the Bancroft Redemption Fund.
SECTION 5. SECURITY. The Bonds shall constitute limited tax obligations of the City
secured by the taxing power of the City (subject to the limitations on such taxing powers imposed
under Section libel), Article XI of the Oregon Constitution) and also by a pledge of the
Assessments, all as provided in the Bancroft Bonding Act. In accordance with ORS 287.006 and
223.235(4), 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
RESOLUTION No. 96-.1.f
PAGE 11
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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; provided that the City's obligation to levy such taxes as aforesaid shall be
subject in all respects to the limitations of Section 11 b( 1), Article XI of the Oregon Constitution, and
in no event shall the amount of such taxes levied in anyone year exceed the amount permitted to be
levied for the purpose of paying the Bonds under Section 11 b( 1), Article XI of the Oregon
Constitution. Subject to the limitations of Section 11 b( 1), Article XI of the Oregon Constitution,
the ad valorem taxes to be levied by the City for the purpose of paying when due the principal of
and interest on all issued and outstanding Bonds shall be levied and collected outside of, and in
addition to, any ad valorem taxes levied and collected by the City within its voter approved tax base.
The obligation to levy ad valorem taxes as provided in this section, and subject to the limitations
referred to herein, shall constitute a contract between the City and the owners from time to time of
the Bonds.
SECTION 6. MAINTENANCE OF TAX-EXEMPT STATUS. The City hereby covenants and
agrees that it will not take any action which would cause the interest on the Bonds to become
includable for federal income tax purposes in the gross incomes of the owners thereof, and that the
City will take all reasonable. actions within its control necessary in order to ensure that the interest
on the Bonds remains excludable for federal income tax purposes from the gross incomes of the
owners thereof. In addition, the City further covenants and agrees that it will not make any use of
.the proceeds of the Bonds or the Local Improvements to be financed with the proceeds of the Bonds
which would result in the Bonds being or becoming (a) private activity bonds within the meaning
of Section I4I(a) of the Internal Revenue Code of 1986, as amended (the "Code") or (b) arbitrage
bonds within the meaning of Code Section I48(a). The City may, in subsequent resolutions of the
Council and in the certificates executed and delivered by the City Finance Director in connection
with the issuance and sale of the Bonds, make additional covenants to insure that interest paid on
the Bonds will remain excludable for federal income tax purposes from the gross incomes of the
owners of the Bonds, in which event such additional covenants shall constitute contracts with the
owners of the Bonds.
SECTION 7. PAYING AGENT AND REGISTRAR; AUTHENTICATION; PERSONS TREATED AS
OWNERS; REGISTRATION AND TRANSFER.
(A) ApPOINTMENT AND DUpES 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 Agent with respect to the Bonds. The Paying Agent and Registrar shall
perform all duties with respect to the Bonds required of it under this Resolution or customarily
provided by persons acting in such capacities, including but not limited to the transmittal of
payments on the Bonds the registered owners thereof, the giving of required notices of redemption,
the authentication, registration and transfer of Bonds and the maintenance of registration books with
respect to the ownership of the Bonds.
RESOLUTION No. 96-12
PAGE 12
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Any entity into which the Paying Agent and Registrar shall be merged shall succeed to the
duties of Paying Agent and Registrar hereunder without any further act on the part of the City,
subject to the terms and conditions of this Resolution including (but not limited to) the right of the
City to remove such successor Paying Agent and Registrar as provided herein.
The City may remove any Paying Agent and Registrar by giving written notice thereof to the
Paying Agent and Registrar to be so removed, in which event a successor or replacement Paying
Agent and Registrar shall be appointed for the Bonds by resolution of the 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 as a
qualitied 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 Jor 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 and Registrar.
(B) AUTHENTICATION. No Bond shall be entitled to any right or benefit under this
Resolution or any resolutions adopted pursuant to this Resolution unless it shall have been
authenticated by an authorized officer of the Registrar. The Registrar shall authenticate all Bonds
to be delivered at closing of this Bond issue, and shall additionally authenticate all Bonds properly
surrendered for exchange or transfer pursuant to this Resolution. The Registrar shall note the date
of authentication on each Bond, which date shall be the date on which the owner's name is listed on
the Bond register.
(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
RESOLUTION No. 96-12
PAGE 13
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.
.
(ii) the City shall irrevocably instruct such agent in writing to apply such cash or
Government Obligations to the payment when due of the principal of, premium (if any) and
interest on the Bonds or such designated portion of the bonds; and
(iii) if some or all of the Bonds (or designated portion thereof) are to be redeemed
prior to maturity, the City shall irrevocably instruct the Paying Agent in writing to call the
Bonds for redemption on such date or dates and in such principal amounts as the City shall
specify;
then upon such deposit the Bonds or such designated portion thereof shall be deemed to have been
paid in full and no longer be outstanding under this Resolution for any purpose other than the
. subsequent transfer and exchange of such Bonds as provided herein and the payment when due of
the principal of and interest on such Bonds out of the cash or Government Obligations so deposited,
and the Bonds or such designated portion thereof shall thereafter be secured solely and only by the
cash or Government Obligations so deposited and the Bonds or such designated portion thereof shall
no longer be secured by the full faith and credit of the City or the taxing powers of the City.
SECTION 9. ADDITIONAL ACTION. The 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.
RESOLUTION No. 96-..22
PAGE 14
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ADOPTED BY THE COMMON COUNCIL OF CITY OF SPRINGFIELD AT A REGULAR MEETING
HELD ON MAY 20,1996 BY THE FOLLOWING VOTES:
AYES:
6
o
NAYS:
~~
ATTEST:
~t/~k-
J RECORDER
RESOLUTION No. 96- a
PAGE 15
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CITY OF SPRINGFIELD
LANE COUNTY , STATE OF OREGON
LIMITED TAX OBLIGATION IMPROVEMENT BOND
1996 SERIES ONE
ORIGIJ\AL
ISSUE DATE
INTEREST
RATE
MA TURIn'
DATE
CUSIP
The City of Springfield, Oregon, a municipal corporation and political subdivision
duly created and existing under the laws of the State of Oregon ("the City"), for value received,
hereby promises to pay to the Registered O\\l1er specified above on .the Maturity Date specified
above the Principal Amount specified above, and to pay interest on said Principal Amount at the
Interest Rate per annum specified above from the later of the Original Issue Date specified above
or the last Interest Payment Date (as herein defined) through which interest has been paid, with all
accrued interest to be due and payable semiannually on December I and June 1 of each year,
commencing December I, 1996 (each an "Interest Payment Date"). Interest on this Bond shall be
paid on each Interest Payment Date by check or draft dra\\l1 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 ShO\\l1 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 O\\l1er 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 01" AUTHENTICATION
This bond is one of The City of Springfield Limited Tin Obligation Impronment
Bonds, 1996 Series One, issued pursuant to the Authorizing Legislation described herein.
Date of Authentication:
FIRST INTERSTATE BANK OF OREGON, N.A.
By:
Authorized Officer
Interest on this Bond shall be calculated on the basis of a 360-day year of twelve 3D-day months.
ADDITIONAL PROVISIONS OF THIS BOND APPEAR ON THE REVERSE SIDE; THESE
PROVISIONS IIA VE THE SAME EFFECT AS IF THEY WERE PRINTED ABOVE.
IT IS HEREBY CERTIFIED, RECITED, AND DECLARED that all conditions, acts,
and things required to exist, to happen, and to be performed precedent to and in the issuance of this
Bond and the series of bonds of which this is one have existed, have happened, and have been
performed in due time, form, and manner as required by the Constitution and statutes of the State
of Oregon; and that this Bond and the series of bonds of which this is one do 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 defined) unless and until the
certifIcate of authentication hereon shall have been duly exe>:uted by an authorized officer of the
Registrar.
IN WITNESS WHEREOF, the City' Council has caused this Bond to be signed by the
facsimile signatures of its Mayor and Finance Director, all as of the Original Issue Date set forth
above.
THE CITY OF SPRINGFIELD, OREGON
Mayor
Finance Director
, ,.
.
This Bond is one of a series of Bonds (collectively, the "Bonds")
issued by the City in the aggregate principal amount of $705,000 pursuant to the
power conferred on the City under ORS 223.205 to 223.295 (the "Bancroft
Bonding Act"), Resolution No. 95-.00. (the "Resolution") duly adopted by the
Common Council of the City at a meeting held on May 20, 1996, and other
applicable provisions of Oregon law (the Bancroft Bonding Act, the Resolution
and other applicable law being herein collectively called the "Authorizing
Legislation"). All terms used herein and not otherwise defined herein shall have
the respective meanings assigned thereto in the Resolution.
.
The Bonds are being issued for the purpose of financing various Local
Improvements, the costs of which have been assessed against the parcels of real
property benefitted by such Local Improvements (the "AsseSsments"). The
Bonds constitute limited tax obligations of the City secured by the taxing power
of the City (subject to the limitations on such taxing powers imposed under
Section llb(l), Article XI of the Oregon Constitution) and also by a pledge of
the Assessments, all as provided in the Bancroft Bonding Act. In accordance
with ORS 287.006 ~d 223.235(4), 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; provided that the
City's obligation to levy such taxes as aforesaid shall be subject in all respects
to the limitations of Section llb(i), Article XI of the Oregon Constitution, and
in no event shall the amount of such taxes levied in anyone year exceed the
amount permitted to be levied for the purpose of paying the bonds under Section
II b( I), Article XI of the Oregon Constitution. Subject to the limitations of
Section II b( I), Article XI of the Oregon Constitution, the ad valorem taxes to
be levied by the City for the purpose of paying when due the principal of and
interest on all issued and outstanding Bonds shall be levied and collected outside
of, and in addition to, any ad valorem taxes levied and. collected by the City
within its voter approved tax base. The obligation to levy ad valorem taxes as
provided in this paragraph, and subject to the limitations referred to herein, shall
constitute a contract between the City and the owners from time to time of the
Bonds.
The Bonds are subject to special redemption prior to maturity in
whole or in parton any Interest Payment Date out of Available Funds, any such
redemption to be without premium at a price equal to 100% of the principal
amount of the Bonds to be redeemed plus accrued and unpaid interest thereon to
the date fixed for redemption.
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, 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 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 prinl=ipal corporate trUst office of
the Registrar. In addition, this Bond may be exchanged for Bonds.ofthe same
maturity, . interest rate, and aggregate principal amount in any authorized
denominations upon presentation and surrender hereof at the principal corporate
trust office of the Registrar. As a condition precedent to any such transfer or
exchange, the Registered Owner shall be required to pay any applicable
governmental tax or charge. The Registrar shall not be required to transfer or
exchange any Bonds during the period beginning on the 15th day of the month
prior to an Interest Payment Date and ending on such Interest Payment Date. The
City and the Paying Agent and Registrar may treat the person in whose name this
Bond is registered as the absolute owner hereof for all purposes, and neither the
City nor the Paying Agent and Registrar shall be affected by any notice to the
contrary.
The rights of the owner of this Bond are in all respects governed by
and subject to the terms and conditions set forth in the Authorizing Legislation,
to which the owner, by the acceptance of this Bond, consents in all respects.
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 PLEIXiE. OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL inasmuch as the registered owner hereo( 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 filII power of substitution in the premises.
Dated:
Signature
NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears upon the face of the within Bond in every particular, without
alteration or enlargement or any change whatever. .
Signature Guaranteed:
.
(Bank. Trust Company, or Firm)
Authorized Oflicer