HomeMy WebLinkAboutResolution No. 4539
RESOLUTION NO. l.f-5"3Cj
A RESOLUTION OF CITY OF EUGENE, LANE COUNTY, OREGON,
AUTHORIZING ISSUANCE AND SALE OF GENERAL OBLIGATION AIRPORT
REFUNDING BONDS, SERIES 1997.
WHEREAS, the City Council of the City of Eugene (the "City") finds:
A. The City is authorized pursuant to the Constitution and laws of the State of
Oregon to issue refunding bonds for its outstanding general obligation bonds.
B. A refunding analysis has been prepared for that portion of the City's outstanding
General Obligation Airport Expansion Bonds, Series 1988 (the "Refundable Bonds") which can
be refunded to produce debt service savings.
C. Issuing refunding bonds to refund the Refundable Bonds will benefit the City and
its taxpayers.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Eugene as
follows:
Section 1. Bonds Authorized.
The City shall issue its General Obligation Airport Refunding Bonds, Series 1997
(the "Refunding Bonds"). The Refunding Bonds shall be dated October 1, 1997, shall bear
interest, computed on the basis of a 360-day year of twelve 30-day months, payable semiannually
on July 1 and January 1 of each year, commencing January 1, 1998.
Section 2. City Official.
2.1. The City Manager or designee (the "City Official") is authorized to:
2.1.1. Assist in the preparation and distribution of the Preliminary Official
Statement and the Official Statement to be used in connection with the sale of the Series
1997 Bonds, and the inclusion therein of the sections describing the activities and finances
of the City, are authorized, approved and confirmed.
2.1.2. Obtain a rating of the Series 1997 Bonds from Moody's Investor Services,
Inc., or such other similar credit rating service as they shall determine.
2.1.3. Obtain a policy of insurance, a letter of credit, or any other form of
enhancement of credit under the Bonds, to provide further assurance to Bondowners of
the payment of the principal and interest on the Bonds, and the payment of the sum or
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charge (if any) for the investment from the proceeds of the Bonds is authorized and
approved.
2.1.4. Execute and deliver on behalf of the City any and all additional certificates,
documents or other papers and other acts (including, without limitation, the filing of any
documents) as they may deem necessary or appropriate in order to implement the intent
and purpose of this Resolution.
2.1.5. Cause to be published in the Eugene Register Guard, Eugene, Oregon, and
in the Daily Journal of Commerce, Portland, Oregon, notices of sale or summary notices
of sale of the Bonds in the forms substantially as shown on Exhibits A(l) and A(2)
attached hereto and by this reference incorporated herein, as provided by law. The Bonds
shall be sold upon the terms provided in the Notice of Bond Sale attached as Exhibit A(l).
2.1.6. In consultation with the City's financial advisor and bond counsel, revise
the sale date, the debt service schedule, bidding constraints, and other terms of the Notice
of Sale if necessary to obtain the most favorable interest rate for the City. Such changes
shall be reported to the Council. Changes made after the initial publication of the Notice
of Sale shall be made and republished only as approved by the Oregon State Treasurer.
2.1.7. Award the sale of Bonds to the bidder submitting the best bid pursuant to
the Notice of Bond Sale.
Section 3. The Refunding Bonds.
The Refunding Bonds shall mature on January 1 on the following years in
approximately the following principal amounts:
Year
Amount
Year
Amount
1998
1999
2000
2001
2002
2003
$265,000
300,000
310,000
325,000
340,000
350,000
2004
2005
2006
2007
2008
365,000
385,000
405,000
420,000
445,000
Section 4. Adjustment of Amounts.
The City may adjust the amounts maturing in any years to maximize savings and to
size the issue in accordance with rates bid. Interested bidders may contact the City's financial
advisor on the day prior to the sale for an estimate of the final principal amounts. The City shall
notify the successful bidder of the final sizing within four hours after bids are received.
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Section 5. Term Bonds.
5.1. Certain Bonds may be designated as Term Bonds pursuant to the notice of sale and
the bid submitted by the successful bidder. Such Term Bonds, if any, shall be subject to
mandatory redemption pursuant to the serial bond schedule established in Section 3 hereof.
5.2. Amounts paid to redeem bonds by optional redemption will be applied to reduce the
amount of bonds subject to mandatory redemption, if any, in order of scheduled mandatory
redemption.
Section 6. Optional Redemption.
The City reserves the right to redeem all or any portion of the Bonds maturing
after January 1, 2003, by lot on January 1, 2003, and on any interest payment date thereafter, at
par plus accrued interest to the date fixed for redemption.
Section 7. Notice of Redemption of Bonds.
7.1. Notice of Redemption (DTC). So long as the Refunding Bonds are in book-entry
form, the Paying Agent shall notify DTC of any early redemption not less than 30 days prior to
the date fixed for redemption, and shall provide such information in connection therewith as
required by a letter of representation submitted to DTC in connection with the issuance of the
Refunding Bonds.
7.2. Notice of Redemption (no DTC).
7.2.1. During any period in which the Refunding Bonds are not in book-entry-
form, unless waived by any Owner of the Refunding Bonds to be redeemed, official notice
of any redemption of Refunding Bonds shall be given by the Paying Agent on behalf of the
City by mailing a copy of an official redemption notice by first class mail postage prepaid
at least 30 days and not more than 60 days prior to the date fixed for redemption to the
Owner of the Refunding Bond or Bonds to be redeemed at the address shown on the bond
register or at such other address as is furnished in writing by such owner to the PaYing
Agent. The City shall notify the Paying Agent of any intended redemption not less than 45
days prior to the redemption date. All such official notices of redemption shall be dated
and shall state:
7.2.1.1. the redemption date,
7.2.1.2. the redemption price,
7.2.1.3. if less than all outstanding Refunding Bonds are to be redeemed,
the identification (and, in the case of partial redemption, the respective principal amounts)
of the Refunding Bonds to be redeemed,
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7.2.1.4. that on the redemption date the redemption price will become due
and payable upon each such Refunding Bond or portion thereof called for redemption, and
that interest thereon shall cease to accrue from and after said date, and
7.2.1.5. the place where such Refunding Bonds are to be surrendered for
payment of the redemption price, which place of payment shall be the principal office of
the Paying Agent.
7.2.2. Prior to any redemption date, the City shall deposit with the Registrar an
amount of money sufficient to pay the redemption price of all the Bonds or portions of
Bonds which are to be redeemed on that date.
7.2.3. Official notice of redemption having been given as aforesaid, the Bonds or
portions of Bonds so to be redeemed shall, on the redemption date, become due and
payable at the redemption price therein specified, and from and after such date (unless the
City shall default in the payment of the redemption price) such Bonds or portions of
Bonds shall cease to bear interest. Upon surrender of such Bonds for redemption in
accordance with said notice, such Bonds shall be paid by the Registrar at the redemption
price. Installments of interest due on or prior to the redemption date shall be payable as
herein provided for payment of interest. Upon surrender for any partial redemption of any
Bond, there shall be prepared for the registered owner a new Bond or Bonds of the same
maturity in the amount of the unpaid principal. All Bonds which have been redeemed shall
be canceled and destroyed by the Registrar and shall not be reissued.
Section 8. Bond Form.
The Bonds shall be in registered form substantially as shown in Exhibit A to this
resolution, with such changes as the City Official may approve, and will be in book entry form.
Section 9. Authentication, Registration and Transfer.
9 .1. No Refunding Bond shall be entitled to any right or benefit under this Resolution
unless it shall have been authenticated by an authorized officer of the Paying Agent. The Paying
Agent shall authenticate all Refunding Bonds to be delivered at closing of the Refunding Bonds,
and shall additionally authenticate all Refunding Bonds properly surrendered for exchange or
transfer pursuant to this resolution.
9.2. The ownership of all Refunding Bonds shall be entered in the bond register
maintained by the Paying Agent, and the City and the Paying Agent may treat the person listed as
owner in the bond register as the owner of the Refunding Bond for all purposes.
9.3. While the Refunding Bonds are in book-entry-form, the Paying Agent shall transfer
Refunding Bond principal and interest payments in the manner required by DTC.
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9.4. If the Refunding Bonds cease to be in book-entry-form, the PaYing Agent shall mail
each interest payment on the interest payment date (or the next business day if the payment date is
not a business day) to the name and address of the Refunding Bondowners as they appear on the
bond register as of the fifteenth day of the month preceding an interest payment date (the "Record
Date"). If payment is so mailed, neither the City nor the PaYing Agent shall have any further
liability to any party for such payment.
9.5. Refunding Bonds may be exchanged for an equal principal amount of Refunding
Bonds of the same maturity which are in different denominations, and Refunding Bonds may be
transferred to other owners if the Refunding Bondowner submits the following to the PaYing
Agent:
9.5.1. written instructions for exchange or transfer satisfactory to the PaYing
Agent, signed by the Refunding Bondowner or attorney in fact and guaranteed or
witnessed in a manner satisfactory to the Paying Agent; and
9.5.2. the Refunding Bonds to be exchanged or transferred.
9.6. The Paying Agent shall not be required to exchange or transfer any Refunding Bonds
submitted to it during any period beginning with a Record Date and ending on the next following
payment date; however, such Refunding Bonds shall be exchanged or transferred promptly
following that payment date.
9.7. The PaYing Agent shall note the date of authentication on each Refunding Bond.
The date of authentication shall be the date on which the Refunding Bondowner's name is listed
on the bond register.
9.8. For purposes of this section, Refunding Bonds shall be considered submitted to the
Paying Agent on the date the PaYing Agent actually receives the materials described in Section
9.5.
9.9. The City may alter these provisions regarding registration and transfer by mailing
notification of the altered provisions to all Refunding 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.
Section 10. Security for Refunding Bonds.
Pursuant to ORS 288.160 (the "Act"), the City may issue general obligation bonds
to refund general obligation bonds which were issued before November 6, 1990, and to refund
general obligation bonds which were issued for capital construction or improvements, upon
compliance with the provisions of the Act. The Refundable Bonds were issued with approval of
the voters before November 6, 1990, for capital construction and improvements, and the
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Refunding Bonds shall be issued in compliance with the Act. Accordingly, the Refunding Bonds
shall replace the Refundable Bonds which are refunded by the Refunding Bonds, and the full faith
and credit of the City are pledged to the successive owners of each of the Refunding Bonds for
the punctual payment of such obligations, when due. The City shall levy annually, as provided by
law, a direct ad valorem tax upon all of the taxable property within the City in sufficient amount,
after taking into consideration discounts taken and delinquencies that may occur in the payment of
such taxes and other moneys available for the payment of debt service on the Refunding Bonds, to
pay the Refunding Bonds promptly as they mature. The City covenants with the owners of the
Refunding Bonds to levy such a tax annually during each year that any of the Refunding Bonds, or
bonds issued to refund them, are outstanding.
Section 11. Refunding Bond Insurance.
The City may apply for municipal bond insurance for the Refunding Bonds, and
expend Refunding Bond proceeds to pay any bond insurance premium.
Section 12. Form of Refunding Bonds.
The Refunding Bonds shall be in substantially the form attached hereto as
Exhibit A, with such changes as may be approved by the City Official. The Refunding Bonds may
be printed or typewritten, and may be issued as one or more temporary Refunding Bonds which
shall be exchangeable for definitive Refunding Bonds when definitive Refunding Bonds are
available.
Section 13. Execution.
The Refunding Bonds shall be executed on behalf of the City with the facsimile
signatures of the City Official.
Section 14. Tax-Exempt Status.
The City covenants to use the proceeds of the Refunding Bonds, and the facilities
financed with the Refundable Bonds, and to otherwise comply with the provisions of the Internal
Revenue Code of 1986, as amended, (the "Code") so that interest paid on the Refunding Bonds
will not be includable in gross income of the bondowners. The City specifically covenants:
14.1. to comply with the "arbitrage" provisions of Section 148 of the Code, and pay any
rebates due to the United States on the gross proceeds of the Refunding Bonds;
14.2. to yield restrict and pay any rebates due to the United States on any unexpended
proceeds of the Refundable Bonds; and
14.3. to operate the facilities which were financed with the proceeds of the Refundable
Bonds, and any facilities which are financed with the unexpended proceeds of the Refundable
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Bonds, so that the Refunding Bonds satisfy the requirement of Section 142(a)(1) of the Code
(relating to exempt facility bonds for airports).
The City Official may enter into covenants on behalf of the City to protect the tax-
exempt status of the Refunding Bonds.
Section 15. Escrow.
The net proceeds of the Refunding Bonds shall be placed in irrevocable escrow,
pursuant to the Escrow Deposit Agreement. The escrow agent or the City Official is hereby
authorized to subscribe for and purchase the government obligations to be placed in the escrow,
on behalf of the City.
Section 16. Redemption of Refundable Bonds.
Contingent solely on the issuance of the Refunding Bonds and the deposit of
sufficient proceeds with the Escrow Agent, the City hereby irrevocably calls for redemption all of
the then outstanding Refundable Bonds on January 1, 1998.
Section 17. Defeasance.
If the City:
17.1. irrevocably deposits money or noncallable Government Obligations in escrow witl.t
an independent trustee or escrow agent which are calculated to be sufficient for the payment of
Refunding Bonds which are to be defeased; and,
17.2. files with the escrow agency or trustee an opinion from a qualified consultant to the
effect that the money and the principal and interest to be received from the Government
Obligations are calculated to be sufficient, without further reinvestment, to pay the defeased
Refunding Bonds when due; and,
17.3. files with the escrow agent or trustee an opinion of nationally recognized bond
counsel that the proposed defeasance will not cause the interest component of the Refunding
Bonds to be includable in gross income under the Code;
then the City shall be obligated to pay the defeased Refunding Bonds solely from the money and
Government Obligations deposited with the escrow agent or trustee, and the City shall have no
further obligation to pay the defeased Refunding Bonds from any source except the amounts
deposited in the escrow. For purposes of this section, "Government Obligations". means direct
obligations of the United States, or obligations the principal of and interest on which are fully and
unconditionally guaranteed by the United States.
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The foregoing resolution is adopted this ~ day Of~997.
~~~/.OJ
'17
City Recorder
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Exhibit A(I)
Official Notice of Bond Sale
$3,910,000
City of Eugene
Lane County, Oregon
General Obligation Airport Refunding Bonds
Series 1997
NOTICE IS HEREBY GIVEN that sealed bids will be received on behalf of the
City of Eugene, Lane County Oregon (the "City"), for the purchase of its General Obligation
Airport Refunding Bonds, Series 1997 (the "Bonds"), until 10:00 a.m. (Pacific Time) on Tuesday,
October 14, 1997, at the offices of Preston Gates & Ellis LLP, 3200 U.S. Bancorp Tower, ,
111 S.W. Fifth Avenue, Portland, Oregon 97204, at which time they will be pu?lic1y opened and
announced.
The bids shall be considered and acted upon by the City within four hours.
The City reserves the right to revise terms and conditions, adjust maturities,
postpone the Bond sale to a later date or cancel the sale based upon market or other conditions.
Notice of such revisions, change or cancellation, and any rescheduled sale date, will be given at
least 24 hours in advance by Thomson Municipal News. Any rescheduled sale date may be
postponed or rescheduled in the same manner.
ISSUE: The issue shall be in the approximate aggregate principal amount of Three
Million Nine Hundred Ten Dollars ($3,910,000), consisting of registered Bonds in denominations
of Five Thousand Dollars ($5,000) or integral multiples thereof, all dated October 1, 1997.
MATURITIES: The Bonds shall mature on January 1 of each year as follows:
Year
Amount
Year
Amount
1998
$265,000
2004
365,000
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1999
2000
2001
2002
2003
300,000
310,000
325,000
340,000
350000
2005
2006
2007
2008
385,000
405,000
420,000
445,000
ADJUSTMENT OF AMOUNT: The City may adjust the principal amount of the
Bonds to increase or reduce the principal amount of the Bonds necessary to reflect the cost of
escrow securities required to redeem the City's outstanding General Obligation Airport Expansion
Bonds, Series 1988 on the date set for their optional redemption. The aggregate principal amount
of the Bonds and the cost of the escrow securities will vary depending upon arbitrage yield
restrictions and available interest rates for escrow securities. Any increase or reduction in the
principal amount of the Bonds shall be in increments of $5,000. Interested bidders may contact
the City's financial consultant, Clancy, Gardiner & Pierce, LLC, 115 N.W. First Avenue, Suite
401, Portland, Oregon 97209; telephone (503) 221-1126 on the day prior to the sale for an
estimate of the principal amount of the Bonds. The City shall notify the successful bidder of the
final sizing within four hours after bids are received.
OPTIONAL DESIGNATION OF TERM BONDS AND MANDATORY
REDEMPTION: Bidders may designate one or more term bonds. Term bonds must consist of
two or more consecutive maturities, and must mature on the maturity date of the last of the
consecutive maturities in an amount equal to the sum of the consecutive maturities. Term bonds
shall be subject to mandatory redemption at par and by lot, in the amounts and on the dates of the
consecutive maturities shown in the preceding section. If no term bonds are designated in the
successful bid, the bonds will mature serially pursuant to the schedule indicated above.
NOTICE OF REDEMPTION: Notice of any call for redemption, unless waived
by the holders of the Bonds to be redeemed, shall be mailed not less than thirty days and not more
than sixty days prior to such call to the registered owners of the Bonds, and otherwise given as
required by the authorizing Bond Resolution or as otherwise required by the Letter of
Representations from the City to The Depository Trust Company and otherwise given as required
by law. However, any failure to give notice shall not invalidate the redemption of the Bonds. All
Bonds called for redemption shall cease to bear interest from the date designated in the notice.
BOOK-ENTRY ONLY: The Bonds are to be issued in book-entry-only form and
all bidders for the Bonds must be participants of The Depository Trust Company, New York,
New York, or affiliated with its participants. The certificates will be on deposit with
The Depository Trust Company. The Depository Trust Company will be responsible for
maintaining a book-entry system for recording the interests of its participants for the transfer of
the interests among its participants. The participants will be responsible for maintaining records
regarding the beneficial ownership interests in the Bonds on behalf of the individual purchasers.
Individual purchases may be made in the principal amount of $5,000, or any multiple thereof
through book entries made on the books and records of The Depository Trust Company and its
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participants.
BIDDING CONSTRAINTS: The maximum interest rate shall not exceed a true
interest cost of seven percent (7%) per annum. Interest is payable semiannually on January 1 and
July 1 of each year until maturity or prior redemption, commencing January 1, 1998. Bidders
must specify the interest rate or rates which the Bonds hereby offered for sale shall bear. The bids
shall comply with the following conditions: (1) each interest rate specified in any bid must be a
multiple of one one-thousandth of one percent (0.001 %); (2) no Bond shall bear more than one
rate of interest; (3) each Bond shall bear interest from its date to its stated maturity date at the
interest rate specified in the bid; (4) all Bonds maturing at anyone time shall bear the same rate of
interest; and, (5) no rate of interest may exceed seven percent (7%).
OPTIONAL REDEMPTION: The City reserves the right to redeem all or any
portion of the Bonds maturing after January 1, 2003, by lot on January 1, 2003 and on any
business day thereafter, at par plus accrued interest to the date fixed for redemption.
Amounts paid to redeem Bonds by optional redemption will be applied to reduce
the amount of Bonds subject to mandatory redemption in order of scheduled mandatory
redemption.
PAYMENT: Principal and interest are payable, either at maturity or upon earlier
redemption, by check or draft through the principal corporate trust office of the registrar and
paying agent of the City, which is currently BNY Western Trust Company in Seattle, Washington.
As book-entry bonds, principal of and interest on the Bonds will be payable by the paying agent
through The Depository Trust Company. Interest will be payable by ~heck or draft which will be
mailed on the interest payment date (or the next business day if the interest payment date is not a
business day) to the registered owners at their addresses appearing in the Bond Register as of the
fifteenth day of the month preceding an interest payment date.
PURPOSE: The Bonds are being issued to finance, in part, refunding of
outstanding bonds, and to pay all costs incidental thereto.
SECURITY: The Bonds are general obligations of the City. The City has
covenanted to levy an ad valorem tax annually without limitation as to rate or amount which, with
other available funds, will be sufficient to pay Bond principal and interest as they come due.
LEGAL OPINION: The approving opinion of Preston Gates & Ellis LLP, Bond
Counsel, of Portland, Oregon, will be provided at no cost to the purchaser, and will be printed on
the Bonds at the expense of the City.
TAX-EXEMPT STATUS: In the opinion of Bond Counsel, under existing law
and conditioned on the City complYing with certain covenants relating to the tax-exempt status of
the Bonds, interest on the Bonds is excluded from gross income for federal income tax purposes
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(except for certain taxes on corporations). The Bonds are "private activity bonds" but are
"qualified bonds" under Section 141(e) of the Internal Revenue Code of 1986, as amended (the
"Code"). The interest on the Bonds is a preference item for purposes of computing the individual
and corporate alternative minimum taxes under Section 55 of the Code.
In the opinion of Bond Counsel, the interest on the Bonds is exempt from personal
income taxation by the State of Oregon under present state law.
Bond Counsel expresses no opinion regarding other federal or state tax
consequences arising with respect to the Bonds.
NOT BANK QUALIFIED: The City has not designated the Bonds as "qualified
tax-exempt obligations" pursuant to Section 265(b)(3) of the Code.
CERTIFICATE REGARDING INITIAL OFFERING PRICE: To provide the
City with information required to enable it to comply with certain conditions of the Internal
Revenue Code of 1986, as amended, relating to the exclusion of the interest on the Bonds from
the gross income of their owners, the successful bidder will be required to complete, execute and
deliver to Bond Counsel (on or before three business days prior to the date of delivery of the
Bonds) a certification provided by Bond Counsel as to the "issue price" of each maturity of the
Bonds. In the event the successful bidder has (1) purchased the bonds for its own portfolio
without intention to resell the Bonds, or (2) made a bona fide private placement of the Bonds,
such certificate may be modified in a manner provided by Bond Counsel. Each bidder, by
submitting its bid, agrees to complete, execute and deliver such a certificate, if its bid is accepted
by the City. Failure to honor this agreement may result in the cancellation of the sale and the
forfeiture of the successful bidder's good faith deposit.
FORM OF BID: Bids must be for the entire amount of the Bonds, and for not less
than ninety-nine percent (99%) of their principal amount, plus accrued interest to the date of
delivery. Each bid, unless telecopied, must be enclosed in a sealed envelope addressed to the
City, which is clearly marked as a proposal for the Bonds. The City will accept telecopied bids
provided they are received by the City in care of its bond counsel Preston Gates & Ellis LLP at
(503) 248-9085 (fax) on or before the sale date and time set forth in this notice. The City
requests that any firm planning to telecopy a bid contact the City's financial advisor at least one
business day prior to the sale. Bidders electing to telecopy bids bear all risk of failure of the bid to
be received by the City in a timely manner, and any inaccuracies that result from lack of clarity in
the telecopied bid which the City receives. Bids may be submitted on the bid form included in the
preliminary official statement.
BEST BID: The Bonds will be awarded to the responsible bidder whose proposal
will result in the lowest true interest cost to the City. True interest cost will be determined by
doubling the semiannual interest rate necessary to discount the debt service to October 1, 1997,
and the price bid for the Bonds. Each bidder is requested to supply the total interest cost and the
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true interest cost that the City will pay upon the issue if the bid is accepted. The purchaser must
pay accrued interest, computed on a 360-day basis, from the date of the Bonds to the date of
delivery. The cost of printing the Bonds will be paid by the City.
GOOD FAITH DEPOSIT: CHECK OR FINANCIAL SURETY BOND: Each
bid must be accompanied by a good faith deposit in the amount of Eighty Thousand Dollars
($80,000.00). The good faith deposit must be in the form ofa certified or cashier's check drawn
on a bank doing business in the State of Oregon or a financial surety bond and payable to the
order of the City. The good faith deposit will be held by the City as security against any loss
resulting from the failure of the bidder to comply with the terms of its bid. The good faith deposit
will be forfeited to the City as liquidated damages in case the bidder to whom the Bonds are
awarded withdraws its bid or fails to complete its purchase of the Bonds in accordance with the
terms thereof: including any failure to purchase the Bonds resulting from the inability of the bidder
to secure delivery of an insurance policy submitted as part of its bid for the purchase of the
Bonds.
If a check is used as good faith deposit, the check must accompany the bid. If a
financial surety bond is used as the good faith deposit, such financial surety bond must be
submitted to the City prior to the opening of the bids. The issuer of the financial surety bond
must be rated in the highest rating category by Moody's Investors Service, Inc., by Standard &
Poor's Corporation, or by Fitch Investors Service, Inc., and must identify the bidder whose good
faith deposit is guaranteed by such financial surety bond. If the Bonds are awarded to a bidder
utilizing a financial surety bond as the good faith deposit, then not later than 2:00 p.m. (pacific
Time) on October 15, 1997 the successful bidder must send by electronic wire transfer to such
account as the City shall specify, immediately available funds in an amount equal to the good faith
deposit. If such wire transfer is not received from the successful bidder by 2:00 p.m. on October
15, 1997 the financial surety bond may be immediately drawn upon by the City to satisfy the good
faith deposit requirement.
The City reserves the right to cash the good faith deposit check of the successful
bidder, or to retain any good faith deposit delivered by electronic wire transfer, immediately upon
receipt thereof by the City. The City shall be entitled to retain for the sole and exclusive use and
benefit of the City all investment earnings derived from the good faith deposit prior to the delivery
of the Bonds, and in no event shall the successful bidder be entitled to any such investment
earnings (whether by means of a credit or otherwise).
Upon delivery of the Bonds, the successful bidder will receive a credit against the
purchase price of the Bonds in an amount equal to the good faith deposit. Checks representing
the good faith deposits of the unsuccessful bidders will be promptly returned by the City.
DELIVERY: Closing will occur in Portland, Oregon. Delivery of the Bonds, in
Book-Entry Form, will be made without cost to the successful bidder at The Depository Trust
Company, New York, New York. Payment for the Bonds must be made in immediately available
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funds to the State. Delivery of the Bonds will be made on or about October 28, 1997.
RIGHT OF REJECTION: The City reserves the right to reject any or all bids, and
to waive any irregularities.
PRELIMINARY OFFICIAL STATEMENT AND FURTHER INFORMATION:
Further information and a "nearly final" preliminary official statement relating to the Bonds will be
provided upon request to its financial advisor, Clancy, Gardiner & Pierce, LLC, 115 N.W. First
Avenue, Suite 401, Portland, Oregon 97209; telephone: (503) 221-1126.
COMPLIANCE WITH SEC RULES: The City agrees to provide the successful
bidder with sufficient copies of the official statement in a form "deemed final" by the City for the
Bonds at the expense of the City, and such additional copies as the successful bidder may request
in its bid form at the expense of the bidder, not later than the seventh business day following the
date on which bids are due. Bidders should expect that the official statements will not be
available prior to the seventh business day following the date on which bids are due, and should
not issue confirmations which request payment prior to that date. The successful bidder must
provide the reoffering yields or prices which will be printed on the cover of the final official
statement to the City's financial advisor within twenty-four hours after bids are opened. This
provision will constitute a contract with the successful bidder upon acceptance of its bid by the
City, in compliance with Section 240. 15c2-12(b)(3) in Chapter II of Title 17 of the Code of
Federal Regulations.
The City further covenants and agrees to enter into a written agreement or
contract, constituting an undertaking to provide ongoing disclosure about the City, for the benefit
of the Bondholders on or before the date of delivery of the Bonds as required by Section (b)( 5)(i)
of Rule 15c2-12 of the Securities and Exchange Commission (the "Rule"), which undertaking
shall be a part of the Resolution and in the form as summarized in the Preliminary Official
Statement, with such changes as may be agreed to in writing by the Underwriter. The City is in
full compliance with each and every undertaking previously entered into by it pursuant to the
Rule.
CUSIP: CUSIP numbers will be imprinted upon all Bonds of this issue at the
City's expense. Failure to print, or improperly imprinted numbers will not constitute basis for the
purchaser to refuse to accept delivery.
NO LITIGATION: At the time of payment for the delivery of said Bonds, the
City will furnish the successful bidder a certificate that there is no litigation pending affecting the
validity of the Bonds.
FURTHER INFORMATION: Additional information regarding the City and this
sale may be obtained from Lana Lindstrom, Treasury Officer, City of Eugene, P.O. Box 1967,
Eugene, Oregon 97440; telephone: (541) 682-5027.
Page 6 - Exhibit A(l)
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By order of the City of Eugene, Oregon
Page 7 - Exhibit A(l)
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Exhibit A(2)
Summary Notice of Bond Sale
$3,910,000
City of Eugene
Lane County, Oregon
General Obligation Airport Refunding Bonds
Series 1997
NOTICE IS HEREBY GIVEN that sealed bids will be received on behalf of City of
Eugene, Lane County, Oregon (the "City"), at the office of Preston Gates & Ellis LLP, Suite 3200,
111 S.W. Fifth Avenue, Portland, Oregon 97204, until 10:00 a.m. (pacific Time) on Wednesday,
October 14, 1997.
The Bonds will be dated October 1, 1997, will be in denominations of $5,000 each or
integral multiples thereof: and will mature in varying amounts from January 1, 1998 through January 1,
2008, inclusive. The Bonds are subject to prior call and redemption on January 1, 2003, at par.
Maturities may be adjusted to maximize savings. Bidders should contact the City's
financial advisor to determine final maturity estimates. Final maturities will be determined within four
(4) hours after bids are opened.
In the opinion of Preston Gates & Ellis LLP, Bond Counsel, assuming compliance by
the City with its covenants relating to the tax-exempt status of the Bonds and except for certain taxes
on the book income of corporations, interest on the Bonds is excluded from gross income for federal
income taxation and is exempt for Oregon personal income taxation purposes. The Bonds are private
activity bonds, but are "qualified bonds" under the Internal Revenue Code of 1986
The successful bidder must certify the reoffering price as provided in the complete
official notice of sale for the Bonds.
The City has not designated the Bonds as "qualified tax-exempt obligations" pursuant
to Section 265(b)(3) of the Internal Revenue Code of 1986.
Complete copies of the Official Notice of Bond Sale will be published in the
Preliminary Official Statement for the Bonds, which is available from the City's financial advisor:
Clancy, Gardiner & Pierce, LLC, 115 N.W. First Avenue, Suite 401, Portland, Oregon 97209;
telephone: (503) 221-1126.
City of Eugene, Lane County, Oregon
Page 1 - Exhibit B
J :\RDR \EUGENE.Cfl\ADV - REF .97\RES. DOC
Exhibit B
Form of Bond
No.R-
$
United States of America
City of Eugene
Lane County, Oregon
General Obligation Airport Refunding Bond
Series 1997
Interest Rate:
Maturity Date:
Certificate Date:
CUSIP Number:
Registered Owner:
Principal Amount:
%
1,_
October 1, 1997
------------------ Do llars----
The City of Eugene, Oregon (the "City"), for value received, acknowledges itself
indebted and hereby promises to pay to the registered owner hereof: or registered assigns, the
principal amount indicated above on the above maturity date together with interest thereon from
the date hereof at the interest rate per annum indicated above, computed on the basis of a 360-day
year of twelve 30-day months. Interest is payable semiannually on the first day of January and the
first day of July in each year until maturity or prior redemption, commencing January 1, 1998.
Principal and interest payments shall be received by Cede & Co., as nominee of The Depository
Trust Company, or its registered assigns, on each payment date. Such payments shall be made
payable to the order of "Cede & Co."
This bond is one of a duly authorized series of bonds aggregating $3,910,000 in
principal amount designated as General Obligation Airport Refunding Bonds, Series 1997 (the
"Bonds"). The Bonds are issued for the purpose of refunding portions of t~e City's outstanding
General Obligation Airport Expansion Bonds, Series 1988. The Bonds are issued under and
pursuant to a Resolution of the City adopted on , 1997 (the "Resolution"), and in full
and strict accordance and compliance with all of the provisions of the Constitution and Statutes of
the State of Oregon and the Charter of the City.
The Bonds are issuable in the form of registered Bonds without coupons in
denominations of $5,000 or any integral multiple thereof. This Bond may be exchanged for an
equal aggregate principal amount of registered Bonds of the same maturity and of any other
Page 2 - Exhibit B
J:\RDR\EUGENE.Cfl\ADV-REF.97\RES.DOC
authorized denominations in the manner and subject to the conditions set forth in the Resolution.
The Bonds maturing on January 1, ~ are subject to mandatory redemption on
January 1 in each of the years and in the principal amounts set forth below, any such redemption
to be at a price equal to 100 percent of the principal amount to be redeemed plus accrued and
unpaid interest thereon to the date fixed for redemption. The particular Bonds to be redeemed on
each such date shall be selected by lot in such manner as the Registrar shall determine.
Year
Amount
$
The City reserves the right to redeem all or any portion of the Bonds maturing
after January 1, 2003, in by lot on January 1, 2003, and on any interest payment date thereafter, at
par plus accrued interest to the date fixed for redemption.
Amounts paid to redeem Bonds by optional redemption will be applied to reduce
the amount of Bonds subject to mandatory redemption in order of scheduled mandatory
redemption.
Notice of any call for redemption shall be given as required by the Letter of
Representations to The Depository Trust Company, as referenced in the Bond Resolution.
Interest on any Bond or Bonds so called for redemption shall cease on the redemption date
designated in the notice. The Issuer's paYing agent and registrar, which is currently BNY Western
Trust Company, in Seattle, Washington (the "Registrar"), will notify The Depository Trust
Company promptly of any Bonds called for redemption.
Any transfer of this Bond must be registered, as provided in the Resolution, upon
the bond register kept for that purpose at the principal corporate trust office of the Registrar.
This Bond may be registered only by surrendering it, together with a written instrument of
transfer which is satisfactory to the Registrar and which is executed by the registered owner or his
duly authorized attorney. Upon registration, a new registered Bond or Bonds, of the same series
and maturity and in the same aggregate principal amount, shall be issued to the transferee as
provided in the Resolution. The City and the Registrar may treat the person in whose name this
Bond is registered on the bond register as its absolute owner for all purposes, as provided in the
Resolution.
The Bonds are initially issued as a book-entry-only security issue with no
certificates provided to the Bondowners. Records of Bond ownership will be maintained by the
Registrar and The Depository Trust Company and its participants.
Page 3 - Exhibit B
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Should the book -entry-only security system be discontinued, the Bonds shall be
issued in the form of registered Bonds without coupons in the denominations of $5,000 or any
integral multiple thereof Such Bonds may be exchanged for Bonds of the same aggregate
principal amount, but different authorized denominations, as provided in the Bond Resolution.
Any transfer of this Bond must be registered, as provided in the Bond Resolution,
upon the bond register kept for that purpose by the Registrar. Upon registration, a new registered
Bond or Bonds, of the same series and maturity and in the same aggregate principal amount, shall
be issued to the transferee as provided in the Bond Resolution. The Registrar and the Issuer may
treat the person in whose name this Bond is registered as its absolute owner for all purposes, as
provided in the Bond Resolution.
The Bondowner may exchange or transfer this Bond only by surrendering it,
together with a written instrument of exchange or transfer which is satisfactory to the Registrar
and duly executed by the registered owner or their duly authorized attorney, at the principal
corporate trust office of the Registrar in the manner and subject to the conditions set forth in the
Bond Resolution.
Unless this certificate is presented by an authorized representative of The
Depository Trust Company to the issuer or its agent for registration of transfer, exchange
or payment, and any certificate issued is registered in the name of Cede & Co. or such
other name as requested by an authorized representative of The Depository Trust
Company and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.
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 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 the Charter of the City;
that the issue of which this bond is a part, and all other obligations of the City, are within every
debt limitation and other limit prescribed by such Constitution, Statutes and Charter; and that the
City has covenanted to levy a tax upon all taxable property within the City in an amount sufficient,
with other available funds, to pay when due the interest on and the principal of the bonds.
IN WITNESS WHEREOF, the City Council of the City of Eugene, Oregon, has
caused this bond to be signed by facsimile signature of its Finance Officer, as of the date indicated
above.
City of Eugene, Lane County, Oregon
Page 4 - Exhibit B
J:\RDR\EUGENE.Cfl\ADV -REF.97\RES.DOC
Finance Officer
This Bond shall not be valid unless properly authenticated by the Registrar in the
space indicated below.
Dated:
Certificate of Authentication
This is one of the City of Eugene, Oregon General Obligation Airport Refunding
Bonds, Series 1997, issued pursuant to the Resolution described herein.
BNY Western Trust Company, as Registrar
Authorized Officer
Page 5 - Exhibit B
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