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HomeMy WebLinkAboutResolution No. 4561 RESOLUTION NO. 4561 A RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF LIMITED TAX IMPROVEMENT BONDS, SERIES 1998-R, IN AN AMOUNT NOT TO EXCEED $1,100,000, FOR THE PURPOSE OF FINANCING LOCAL IMPROVEMENTS AND REPAYING LINE OF CREDIT. THE CITY COUNCIL OF THE CITY OF EUGENE, OREGON (THE "CITY") FINDS AS FOLLOWS: A. The City is authorized pursuant to the Constitution and laws of the State of Oregon to issue limited tax bonds to finance local improvements pursuant to ORS 223.235 and ORS 288.155. B. It is desirable to issue limited tax bonds to finance local improvements in the City, to refund a portion of its outstanding line of credit, and to pay costs of issuance of issuing the limited tax bonds. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF EUGENE, a municipal corporation of the State of Oregon, as follows: Section 1. Authorization. The City shall issue its Limited Tax Improvement Bonds, Series 1998-R (the "Bonds") to finance local improvements in the City, to refund a portion of its outstanding line of credit and to pay costs of issuing the Bonds. The Bonds shall be issued in a principal amount of not more than $1,100,000, and shall be sold at a true interest cost of not more than eight percent per annum. The City Manager or the person designated in writing by the City Manager to act under this Resolution (the ACity Official@) may, on behalf of the City and without further action by the City Council: 1.1. participate in the preparation of, authorize the distribution of, and deem final the preliminary and final official statements and any other disclosure documents for the Bonds; 1.2. establish the final principal amount, maturity schedule, interest rates, redemption terms, payment terms and dates, and other terms of the Bonds, and the terms under which the Bonds are offered for sale; 1.3. establish the terms under which the Bonds will be sold, and prepare and publish notices of sale, or summaries, for the Bonds as required by law; 1.4. issue, sell and deliver the Bonds to the successful bidder without further action by the City Council; 1.5 enter into an agreement to provide continuing financial disclosure for the benefit of the owners of the Bonds in accordance with the applicable rules of the United States Securities and Exchange Commission; 1.6 prepare, execute and deliver any other documents and take any action, including the appointment of a paying agent, which is reasonably required to issue, sell and deliver the Bonds in accordance with this Resolution. Section 2. Security. The City has assessed benefited properties for the costs of local improvements, and has received applications to pay assessments in installments. The Bonds shall be issued in an amount not greater than the unpaid balance of all such applications, plus costs of issuing the Bonds. Each assessment is exempt from the limitation provided in Section 11 b, Article XI of the Oregon Constitution, because each assessment constitutes an assessment for a "local improvement" within the meaning of Section 11 b(2)( d), Article XI of the Oregon Constitution. All installment assessment payments, delinquent payments and foreclosure proceeds shall be placed in the Series 1998- R Account of the Bancroft Bond Redemption Fund and applied to the payment of principal and interest on the Bonds. In addition, the full faith and credit of the City are pledged to the successive owners of each of the Bonds for the punctual payment of such obligations, when due. The Bonds shall be limited tax bonds of the City, and, to the extent that the assessment funds (and any available general funds the City may elect to provide) are not sufficient to pay the Bonds, the City shall, if and to the extent permitted by Section 11, Article XI of the Oregon Constitution (as it exists on the date of this resolution), levy a tax on all taxable property within its boundaries as authorized by ORS 223.235(4). Section 3. Bond Book-Entry Only Form. The Bonds shall be initially issued in book-entry only form, with no physical Bonds being made available to Bondowners, in accordance with the Blanket Letter of Representations between the City and The Depository Trust Company, New York, New York ("DTC") for the Bonds, in form and substance satisfactory to DTC. Section 4. Notice of Redemption of Bonds. 4.1. Notice of Redemption (DTC). So long as the Bonds are in book-entry only 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 representations submitted to DTC in connection with the issuance of the Bonds. 4.2. Notice of Redemption (No DTC). During any period in which the Bonds are not in book-entry only form, unless waived by any Owner of the Bonds to be redeemed, official notice of any redemption of 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 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. Section 5. Form of Registered Bond. The Bond shall be in substantially the form attached hereto as Exhibit A, with such changes as the City Official may approve. Section 6. Maintenance of Tax-Exempt Status. The City covenants for the benefit of the owners of the Bonds to comply with all provisions of the Internal Revenue Code of 1986, as amended (the "Code") which are required for Bond interest to be excluded from gross income for federal income tax purposes. The City makes the following specific covenants with respect to the Code: 6.1. The City shall not take any action or omit any action, if it would cause the Bonds to become "arbitrage bonds" under Section 148 of the Code and shall pay any rebates or penalties to the United States which are required by Section 148(t) of the Code. 6.2. The City shall operate the facilities financed with the Bonds so that the Bonds are not "private activity bonds" within the meaning of Section 141 of the Code. The covenants contained in this Section and any covenants in the closing documents for the Bonds shall constitute contracts with the owners of the Bonds, and shall be enforceable by them. Section 7. Defeasance. The City may defease the Bonds by setting aside, with a duly appointed escrow agent, in a special escrow account irrevocably pledged to the payment of the Bonds to be defeased, cash or direct obligations of the United States in an amount which, in the opinion of a certified public accountant satisfactory to the escrow agent, without reinvestment, is at least equal to the principal amount of the Bonds to be defeased, plus interest which will accrue thereon until maturity or any earlier date for which the issuer has given irrevocable instructions for redemption. Such Bonds shall be paid hereunder, and shall cease to be entitled to any lien, benefit or security under this Bond Resolution except the right to receive payment from such special escrow account; such Bonds shall not for any purpose of this Bond Resolution be deemed outstanding. Section 8. Bank Designation. The City does not designate the Bonds as "qualified tax-exempt obligations" pursuant to Section 265(b)(3) of the Code. The City and all subordinate entities thereof, reasonably expect to issue more than $10,000,000 of tax-exempt obligations during the current calendar year. The foregoing Resolution adopted this 20th day of April, 1998. City of Eugene 11- ?r1y City Recorder EXHIBIT A [FORM OF BOND] No. R-<<BondNumber>> United States of America State of Oregon County of Lane City of Eugene Limited Tax Improvement Bond Series 1998-R $<<PrincipaIAmtNumber>> Dated Date: , 1998 Interest Rate Per Annum: <<CouponRate>>% Maturity Date: , <<MaturityYear>> CUSIP Number: 298173<<CUSIPNumbr>> Registered Owner: -----CEDE & CO.----- Principal Amount: -----<<PrincipaIAmtSpelled>> DOLLARS----- THE CITY OF EUGENE, in the County of Lane, State of Oregon (the "City"), for value received, acknowledges itself indebted aIJ.d hereby promises to pay to the Registered Owner hereof, or registered assigns, the above Principal Amount on the above Maturity Date, together with interest thereon from the date hereof at the Interest Rate Per Annum indicated above. Interest is payable semiannually on and in each year until maturity or prior redemption, commencing _, 1998. Payment of each installment of principal or interest shall be made to the Registered Owner hereof whose name appears on the registration books of the City maintained by the City's paying agent and registrar, (the "Registrar") as of the close of business on the fIfteenth day of the calendar month immediately preceding the applicable interest payment date. For so long as this Bond is subject to a book-entry-only system, principal and interest payments shall be payable to Cede.& Co., as nominee of The DepositoI)' 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 an authorized issue of Bonds of the City entitled Limited Tax Improvement Bonds, Series 1998-R in the aggregate principal amount of $ (the "Bonds"), and is issued by the City to finance local improvements and to refund a portion of the City's outstanding line of credit, pursuant to the City's Resolution No. _ adopted , 1998 (the" Resolution") and Oregon Revised Statutes Sections 223.205 to 223.295, 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 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 by The Depository Trust Company and its participants. Should the book-entry only security system be discontinued, the Bonds shall be issued in the form of registered Bonds without coupons in denominations of $5,000 or any integral multiple thereof. Such Bonds may be exchanged for Bonds of the same aggregate principal amount, interest rate and maturity date, but different authorized denominations, as provided in the Resolution. The Bonds shall mature and be subject to redemption as described in the final Official Statement for the Bonds which is dated _, 1998. Unless the book-entry-only system is discontinued, 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 Page 1 - Exhibit A (Form of Bond) Resolution. Interest on any Bond or Bonds so called for redemption shall cease on the redemption date designated in the notice. The Registrar will notify The Depositol)' Trust Company promptly of any Bonds called for redemption. Notice of redemption shall be published as provided by law. If the book-entry-only system is discontinued, notice of redemption shall be given by fIrst-class mail, postage prepaid, not less tllan thirty days nor more than sixty days prior to the date fIxed for redemption to the Registered Owner of each Bond to be redeemed at the address shown on the Bond register; however, any failure to give notice shall not invalidate the redemption of the Bonds. Any transfer of this Bond must be registered, as provided in the Resolution, upon the Bond register kept for that purpose by the Registrar. This Bond may be registered only by surrendering it, together with a written instrument of transfer which is satisfactol)' to the Registrar and which is executed by the registered owner or 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. Unless this Bond is presented by an authorized representative of The Depository Trust Company to the City or the Registrar for registration of transfer, exchange or payment, and any Bond 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 perfonned 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 such City, are within eveI)' debt limitation and other limits prescribed by such Constitution, Statutes and Charter; and that the City Council has covenanted to levy annually a direct ad valorem tax upon all taxable property within the City in an amount sufficient, with other available funds, to pay the interest on and the principal of the Bonds of such issue as they become due and payable: to the extent permitted by Section II, Article XI of the Oregon Constitution. IN WITNESS WHEREOF, the City Manager of the City of Eugene, in Lane County, Oregon has caused this Bond to be executed by the facsimile signature of its Finance Officer as of the date indicated above. City of Eugcne, Or'cgon Warren G. Wong, Finance Officer THIS BOND SHALL NOT BE VALID UNLESS PROPERL Y AUTHENTICATED BY THE PA YING AGENT IN THE SPACE INDICATED BELOW. CERTIFICATE OF AUTHENTICATION This is one of the $ aggregate principal amount of City of Eugene, Oregon Limited Tax Improvement Bonds, Series 1998-R, issued pursuant to the Resolution described herein. Dated: , 1998. as Paying Agent Authorized Officer Page 2 - Exhibit A (Form of Bond) ASSIGNMENT FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto (please insert social security or other identifying number of assignee) this Bond and does hereby irrevocably constitute and appoint as attorney to transfer this Bond on the books kept for registration thereof with the full power of substitution in the premises. Dated: NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears upon the face of this Bond in evel)' particular, without alteration or enlargement or any change whatever. NOTICE: Signature(s) must be guaranteed by a member of Signature Guaranteed the New York Stock Exchange or a commercial bank or trust company (Bank, Trust Company or Brokerage Firm) Authorized Officer The following abbreviations, when used in the inscription on the face of this Bond, shall be constmed as though they were written out in full according to applicable laws or rcgulations. TEN COM -- tenants in common TEN ENT -- as tenants by the entireties JT TEN -- as joint tenants with right of survivorship and not as tenants in common OREGON CUSTODIANS use the following CUST UL OREG MIN as custodian for OR UNIF TRANS MIN ACT (name of minor) under the Oregon Uniform Transfer to Minors Act Additional abbreviations may also be used though not in the list above. Page 3 - Exhibit A (Form of Bond)