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HomeMy WebLinkAboutResolution No. 4704 RESOLUTION NO. 4704 A RESOLUTION OF THE CITY OF EUGENE, OREGON AUTHORIZING LIMITED TAX PENSION BONDS. The City Council of the City of Eugene, Oregon, finds as follows: A. The City is authorized by Chapter 945 of Oregon Laws 2001 (Senate Bill 134 of the 2001 Regular Session of the Oregon Legislative Assembly or the "Act") to issue limited tax bonds as defined in ORS 288.150 to finance its pension liability. B. The Act and ORS 288.150 permit the City to pledge its full faith and credit and taxing power within the limitations of Sections 11 and 11 b of Article XI of the Oregon Constitution to pay those bonds. C. The City has an unfunded pension liability to the Oregon Public Employees Retirement System ("OPERS") which was estimated to be $63.3 million as of December 31, 2000. D. OPERS requires the City to pay interest on this unfunded liability at a minimum rate of eight percent per annum. E. Current interest rates in the bond market are below eight percent, creating the opportunity for the City to refinance its unfunded pension liability and reduce its costs. F. Section 25 of the Act provides that governmental units may enter into intergovernmental agreements for the collective issuance, administration or payment of bonds authorized under the Act. G. Seattle-Northwest Securities Corporation has developed a pension bond program (the "Program") for the collective administration and payment of the obligations issued under the Act by governmental units who agree to enter into the Program which may reduce costs for participating governments. H. The provisions for participation in the Program do not require the City to pay any portion of another government's pension bonds or liabilities to OPERS. 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. Definitions. Unless the context clearly requires otherwise, the following terms shall have the following meanings: "Available General Funds" means: (i) all the City's ad valorem property tax revenues received from levies under its permanent rate limit; and, (ii) all other unrestricted taxes, fees, charges, Resolution, Page 1 of 5 revenues and receipts of the City which Oregon law allows to be spent to make payments with respect to the bonds issued hereunder. "Bonds" means the limited tax bonds authorized by Section 2 of this resolution and issued as either Pension Bonds or Pool Bonds. "City Official" means the City Manager or the person designated by the City Manager to act on behalf of the City pursuant to this Resolution. "City" means the City of Eugene, Oregon. "Pension Bonds" means the Bonds authorized by Section 4 of this resolution. "Pool Bonds" means the Bonds authorized by Section 3 of this resolution. Section 2. Bonds Authorized. The City hereby authorizes the issuance, sale and delivery under the Act of one or more series of the Bonds for the purpose of financing all or any portion of the City's unfunded liability in OPERS, subject to the limitations set forth in this resolution. The Bonds may be issued, from time to time during the effective period of this resolution, provided that: (1) The aggregate amount of each series of Bonds, together with the outstanding amount of any previously issued series of Bonds, shall not exceed the amount which is required to pay the City's unfunded OPERS liability as shown in the most recent report of OPERS to the City prior to the issuance of each series, plus the costs of issuing the Bonds. (2) The true interest cost of a series of Bonds may not exceed 7.2%. (3) Each series of Bonds shall be issued as either Pool Bonds or as Pension Bonds. Section 3. Pool Bonds Authorized. (1) The City hereby authorizes the issuance, sale and delivery under the Act of one or more series of its Pool Bonds. The Pool Bonds shall be sold to the trustee selected for the Program (the "Program Trustee"), and used to provide security for payment of a portion of the obligations issued by the Program (the "Program Obligations"). (2) The issuance of the Pool Bonds and the City's participation in the Program shall not obligate the City to pay any portion of another government's pension bonds or liabilities to OPERS or allow any proceeds of the Pool Bonds or any payment made by the City with respect thereto to be diverted to any purpose other than to satisfy the City's obligation to make payment of principal, interest and premium, if any, due under the Pool Bonds plus the City's proportionate share of the reasonable costs of administration of the Program. Resolution, Page 2 of 5 (3) For purposes of the Pool Bonds only, "costs of issuing Bonds" includes all costs of issuance, sale and delivery of the Pool Bonds, costs of obtaining bond insurance or other credit enhancement, and the City's proportionate costs of the issuance of the Program Obligations, including the fees of the Program Trustee. Section 4. Pension Bonds Authorized. The City hereby authorizes the issuance, sale and delivery under the Act of one or more series of its Pension Bonds. For the purposes of the Pension Bonds only, "costs of issuing Bonds" includes all costs of issuance, sale and delivery of the Pool Bond, and costs of obtaining bond insurance or other credit enhancement. Section 5. Taxation of Bond Interest. The Bonds shall be "federally taxable bonds" which bear interest that is not excludable from gross income under Section 103(a) of the Internal Revenue Code of 1986, as amended. The City intends that interest on the Bonds will, however, be exempt from Oregon personal income taxation. Section 6. Delegation. If the City Official determines to issue a series of Bonds, the City Official is hereby directed, on behalf of the City and without further action by the Council, to: (1) Determine whether the Bonds shall be issued as Pool Bonds or as Pension Bonds. (2) Participate in the preparation of, authorize the distribution of, and deem final any official statement or other disclosure documents relating to each series of the Bonds or the Program Obligations. (3) Establish the final principal amounts, maturity schedules, interest rates, sale prices and discount, prepayment terms, payment terms and dates, security for the City's payment obligations, and other terms of each series of Bonds. (4) Execute and deliver a bond declaration for each series of Bonds. The bond declaration for each series of Pool Bonds shall be in substantially the form attached to this resolution as Exhibit A, which such changes as may be approved by the City Official. The bond declaration for each series of Pension Bonds shall be in the form approved by the City Official. (5) Negotiate, execute and deliver an intergovernmental agreement ("Program IGA") with other governmental units who have unfunded OPERS liabilities, for the purpose of authorizing the issuance of the Program Obligations and for any other purposes described in Section 25 of the Act. Resolution, Page 3 of 5 (6) Negotiate, execute and deliver one or more indentures of trust among the signatories of the Program IGA and the Program Trustee that authorizes the Program Trustee to issue the Program Obligations and that sets forth the terms and conditions for their payment and for the investment, administration and disbursement of the various funds and accounts established thereunder and the various bond payments made by the governmental units participating in the Program. (7) Negotiate the terms of, and enter into a bond purchase agreement with Seattle-Northwest Securities Corporation which provides for the acquisition of the Pool Bonds by the Program Trustee. (8) Solicit competitive proposal for the purchase of the Pension Bonds and award their sale to the proposer offering the most favorable terms to the City, or select one or more underwriters, negotiate the terms of the sale of the Pension Bonds, and sell the Pension Bonds to those underwriters. (9) Execute and deliver any other agreements or documents which may be required for participation in the Program (10) Undertake to provide continuing disclosure for each series of Bonds in accordance with Rule 15c2-12 of the United States Securities and Exchange Commission. (11) Apply for ratings each series of Bonds or the Program Obligations and purchase municipal bond insurance or other obtain other forms of credit enhancements for the Bonds or the Program Obligations, enter into agreements with the providers of credit enhancement, and execute and deliver related documents. (12) Execute and deliver each series of Bonds their purchaser. (13) Transfer the net proceeds of the Bonds to OPERS. (14) Execute and deliver any agreements or certificates and take any other action in connection with each series of Bonds which the City Official finds is desirable to permit the sale and issuance of that series of Bonds and any Program Obligations in accordance with this Resolution. Section 7. Security for Bonds. The City hereby pledges its full faith and credit and taxing power within the limitations of Sections 11 and 11 b of Article XI of the Oregon Constitution to pay the Bonds. The Bonds shall be limited tax bonds of the City as defined in ORS 288.150, and the City shall pay the Bonds from its Available General Funds. The City is not authorized to levy additional taxes to pay the Bonds Resolution, Page 4 of 5 Section 8. Form and Execution. Each Series of Bonds issued as a Pool Bond shall be issued as a single installment bond in substantially the form attached as Appendix A to Exhibit A of this resolution, with such changes as may be approved by the City Official. The Pension Bonds shall be in the form prescribed by the City Official. The Bonds shall be executed on behalf of the City with the facsimile or manual signatures of the City Official. Section 9. Effective Period. The effective period of this resolution shall be from its effective date until June 30, 2003. Section 10. Effective Date. This resolution shall take effect on the date of its passage by the City Council. The foregoing Resolution adopted by the City Council on the 28th day of January 2002. f~d--, i. a _ P , City Recorder Resolution, Page 5 of 5 BOND DECLARATION City of Eugene, Oregon Limited Tax Pension Pool Bond Series 2002 Executed on behalf of the City of Eugene, Oregon As of this _ day of _, 2002 Section 1. Section 2. Section 3. Section 4. Section 5. Section 6. Section 7. Section 8. Section 9. Section 10. Table of contents Definitions. Bond Authorized. Security for Bond. Prepayment. Covenants. Amendment of Bond Declaration. Default and Remedies. Defeasance. Form. Rules of Construction. 1 2 3 3 4 4 5 5 6 6 Appendix A Bond Form - Book-Entry-Only This table of contents is not a part of the bond declaration but is provided for reference only. Exhibit A to Resolution Form of BOND DECLARATION THIS BOND DECLARATION is executed as of _,2002, on behalf of the City of Eugene, Oregon by its Finance Officer, acting as the "City Official" pursuant to City Resolution No. _, which was adopted on ,2002. That resolution authorizes the City Official to execute a bond declaration which contains the terms of the of the City's Limited Tax Pension Pool Bond, Series 2002 and the covenants of the City relating to that Bond. Section 1. Definitions. Unless the context clearly requires otherwise, the following terms shall have the following meanings: "Act" means Chapter 945 of Oregon Laws 2001 (Senate Bill 134 of the 2001 Regular Session of the Oregon Legislative Assembly). "Additional Charges" means the fees and other charges of the Program Trustee, as defined in the Program Trust Agreement and any indemnity payments due under Section 5(3). "Available General Funds" means: (i) all the City's ad valorem property tax revenues received from levies under its permanent rate limit; and, (ii) all other unrestricted taxes, fees, charges, revenues and receipts of the City which Oregon law allows to be spent to make the Bond Payments. "Bond Declaration" means this Bond Declaration, including any amendments made in accordance with Section 6 of this Bond Declaration. "Bond Payments" means the principal and interest payments due under the Bond. "Bond" means the City's Limited Tax Pension Pool Bond, Series 2002, that is described in Section 2 of this Bond Declaration. "Business Day" means any day except a Saturday, a Sunday, a legal holiday, a day on which the offices of banks in Oregon or New York are authorized or required by law or executive order to remain closed, or a day on which the New York Stock Exchange or the Program Trustee is closed. "City Official" means the City Manager or the person designated by the City Manager to act on behalf of the City pursuant to this Bond Declaration. "City" means the City of Eugene, Oregon. "Event of Default" refers to an Event of Default listed in Section 7(1) of this Bond Declaration. Exhibit A, Page 1 "Government Obligations" means direct noncallable obligations of the United States, or obligations the principal of and interest on which are fully and unconditionally guaranteed by the United States, or any other security which the Program Trust Agreement allows to be used as a defeasance obligation. "Outstanding" refers to all Bond Payments except Bond Payments that have been made or defeased pursuant to Section 8 of this Bond Declaration. "Payment Date" means a date on which Bond principal or interest are due, whether at maturity or prior prepayment. "Program Obligations" means the obligations issued by the Program Trustee under the Program Trust Agreement which are payable from the Bond Payments and similar pension bond payments issued by other participants in the pension bond program developed by Seattle-Northwest. "Program Trust Agreement" means the Trust Agreement between the Program Trustee, the City and other issuers of pension bonds which are sold to the Program Trustee, in which the Program Trustee agrees to hold the Bond and distribute the Bond Payments to the owners of Program Obligations. "Program Trustee" means Wells Fargo Bank Northwest, National Association, as trustee under the Program Trust Agreement, or its successors. "Program" means the pooled pension bond program which was developed by Seattle-Northwest Securities Corporation and is implemented through the Program Trust Agreement. "Qualified Consultant" means an independent auditor, an independent financial advisor, or similar independent professional consultant of recognized standing and having experience and expertise in the analysis of defeasance escrows, who is selected by the City. "Resolution" means City Resolution No. _, adopted on _, 2002, which authorizes the execution of this Bond Declaration and the issuance and sale of the Bond. "Seattle-Northwest" means Seattle-Northwest Securities Corporation, the developer of the pension bond Program. "Security Payments" has the meaning defined for that term in the Bond (See Appendix A). Section 2. Bond Authorized. (1) Pursuant to the Resolution and the Act the City hereby authorizes the issuance, sale and delivery of its Limited Tax Pension Pool Bond, Series 2002, in accordance with this Bond Declaration and in a principal amount of $_. The Bond shall be dated _, 2002, shall bear interest which is payable on _ and _ of each year, commencing _, and shall mature on the following dates in the following principal amounts: Exhibit A, Page 2 Date Principal Amount Interest Rate Date Principal Amount Interest Rate (2) The issuance of the Pool Bonds and the City's participation in the Program shall not obligate the City to pay any portion of another government's pension bonds or liabilities to OPERS or allow any proceeds of the Pool Bonds or any payment made by the City with respect thereto to be diverted to any purpose other than to satisfy the City's obligation to make payment of principal, interest and premium, if any, due under the Pool Bonds plus the City's proportionate share of the reasonable costs of administration of the Program. (3) Bond proceeds shall be used to pay the City's unfunded pension liability to OPERS and to pay costs of issuing and selling the Bond, including any costs of the Program Trustee. (4) The Bond shall be a "federally taxable bond" which bears interest that is not excludable from gross income under Section 103(a) of the Internal Revenue Code of 1986, as amended. Interest will, however, be exempt from Oregon personal income taxation. Section 3. Security for Bond. (1) The City hereby pledges its full faith and credit and taxing power within the limitations of Sections 11 and 11 b of Article XI of the Oregon Constitution to pay the Bond, and all Bond Payments and Security Payments due thereunder. The Bond shall be a limited tax bond of the City as defined in ORS 288.150, and the City shall pay the Bond from its Available General Funds. The City is not authorized to levy additional taxes to pay the Bond. (2) In addition, the City shall make the Security Payments as required by the Bond. (3) This Bond Declaration shall constitute a contract with the Trustee, and the owners of the Program Obligations shall be third-party beneficiaries of this contract. Section 4. Prepayment. (1) The principal components of the Bond Payments due after _ shall be subject to prepayment on and on any date thereafter, in any order or maturity and by lot within a maturity, at the following prices: Redemption Dates Redemption Price Exhibit A, Page 3 [insert terms] (2) To prepay any principal component of the Bond Payments the City must notify the Program Trustee in writing not less than 50 days prior to the prepayment date, and must deposit with the Program Trustee an amount sufficient to pay all Bond principal which is to be prepay, plus accrued interest to the prepayment date, not less than 45 days before the prepayment date. The accrued interest payment shall be credited against the Security Payment due on that date. The Program Trustee may treat any amounts which are credited to a defeasance escrow and held by the Program Trustee to prepay Bond Payments as being deposited with the Program Trustee when the Bond Payments are defeased in accordance with Section 8(1 )(A)(ii) of this Bond Declaration. Section 5. Covenants. The City hereby covenants and agrees with the Owner of the Bond as follows: (1) The City shall promptly cause Security Payments and the principal, premium, if any, and interest on the Bond to be paid as they become due in accordance with the provisions of this Bond Declaration and the Bond. (2) The City covenants for the benefit of the Program Trustee to pay the Additional Charges reasonably allocated to it by the Program Trustee, in accordance with the invoices for such Additional Charges which are provided by the Program Trustee pursuant to the Program Trust Agreement. (3) To the extent permitted by law, the City covenants and agrees to indemnify and save the Program Trustee harmless against any loss, expense or liability which is reasonably allocable to the City and which the Program Trustee may incur arising out of or in the. exercise or performance of its duties and powers under the Program Trust Agreement relating to the Bond, including the costs and expenses of defending against any claim or liability, or enforcing any of the rights or remedies granted to it under the terms of the Program Trust Agreement in connection with the Bond, excluding any losses or expenses which are due to the Trustee's breach of fiduciary duties, negligence or willful misconduct. The obligations of the City under this Section 5(3) shall survive the resignation or removal of the Program Trustee under the Program Trust Agreement and the payment of the Program Obligations and discharge under the Program Trust Agreement. The damages claimed against the City shall not exceed the damages which may be allowed under the Oregon Tort Claims Act, Oregon Revised Statutes Section 30.260, et seq., unless the provisions and limitations of such act are preempted by federal law, including, but not limited to the federal securities laws. [Barbara's deletion of the last clause is restored.] Section 6. Amendment of Bond Declaration. The City may amend this Bond Declaration only with the consent of the Program Trustee. Exhibit A, Page 4 Section 7. Default and Remedies. (1 ) The occurrence of one or more of the following shall constitute an Event of Default under this Bond Declaration: (A) Failure by the City to pay Bond principal, interest or premium when due (whether at maturity, or upon prepayment after principal components of Bond Payments have been properly called for prepayment); (B) Failure by the City to make any Security Payment within five Business Days after it is due; (C) Failure by the City to observe and perform any covenant, condition or agreement which this Bond Declaration requires the City to observe or perform for the benefit of Program Trustee, which failure continues for a period of 60 days after written notice to the City by the Program Trustee specifying such failure and requesting that it be remedied; provided however, that if the failure stated in the notice cannot be corrected within such 60 day period, it shall not constitute an Event of Default so long as corrective action is instituted by the City within the 60 day period and diligently pursued, and the default is corrected as promptly as practicable after the written notice referred to in this Section 7(1 )(C); or, The City is adjudged insolvent by a court of competent jurisdiction, admits in writing its inability to pay its debts generally as they become due, files a petition in bankruptcy, or consents to the appointment of a receiver for the installment payments. (2) The Program Trustee may waive any Event of Default and its consequences, except an Event of Default described in Section 7(1)(A). (3) If an Event of Default occurs and is continuing the Program Trustee may exercise any remedy available at law or in equity; however, the Bond Payments shall not be subject to acceleration. ( 4) No remedy in this Bond Declaration conferred upon or reserved to the Program Trustee is intended to be exclusive and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Bond Declaration or now or hereafter existing at law or in equity. No delay or omission to exercise any right or power accruing upon any default shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. To entitle the Program Trustee to exercise any remedy reserved to it, it shall not be necessary to give any notice other than such notice as may be required by this Bond Declaration or by law. Exhibit A, Page 5 Section 8. Defeasance. (1) The City may defease all or any portion of the Bond Payments in accordance with this Section 8. The City shall be obligated to pay any Bond Payments that are defeased in accordance with this Section 8 solely from the money and Government Obligations which are deposited in escrow agent pursuant to this Section 8, unless the amounts available in escrow are insufficient to make the Bond Payments. Bond Payments shall be deemed defeased if the City: (A) irrevocably deposits money or noncallable Government Obligations in escrow: (i) with an independent trustee or escrow agent which mature and pay interest in amounts which are calculated to be sufficient, without reinvestment, to make all the Security Payments associated with the Bond Payments which are to be defeased on their maturity dates, and to make any prepayments of Bond Payments described in Section 4 on the dates those prepayments are required to be made if any principal components of defeased Bond Payments are to be prepaid; or (ii) with the Program Trustee which mature and pay interest in amounts which are calculated to be sufficient, without reinvestment, to make all the Bond Payments which are to be defeased on their maturity or prepayment dates; and, (B) Provides irrevocable notice of any prepayments which are to occur in connection with the defeasance to the Program Trustee at least 50 days prior to the prepayment; and, (C) files with the escrow agent 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 Security Payments and prepayments of Bond Payments described in Section 8(1 )(A). (2) The City shall notify the Program Trustee promptly of any defeasance of Bond Payments. Section 9. Form. The Bond shall be issued as a single installment bond in substantially the form attached hereto as Appendix A. The Bond shall be executed on behalf of the City with the manual signature of a City Official. Exhibit A, Page 6 Section 10. Rules of Construction. Exhibit A, Page 7 In determining the meaning of provisions of this Bond Declaration, the following rules shall apply unless the context clearly requires application of a different meaning: (1) References to section numbers shall be construed as references to sections of this Bond Declaration. (2) References to one gender shall include all genders. (3) References to the singular shall include the plural, and references to the plural shall include the singular. Dated as of this _ day of _,2002. City of Eugene, Oregon By: City Official Exhibit A, Page 8 Appendix A Form of Bond No. R-<<BondNumben> $<<PrincipaIAmtNumben> United States of America State of Oregon County of Lane City of Eugene, Oregon Limited Tax Pension Pool Bond Series 2002 Dated Date: CUSIP Number: Registered Owner: ----- WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, as Trustee Principal Amount: -----<<PrincipaIAmtSpelled>> Dollars----- The City of Eugene, Oregon (the "City"), for value received, acknowledges itself indebted and hereby promises to pay to the registered owner, which is WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, as Trustee (the "Program Trustee") under the Trust Agreement among the Program Trustee and the issuers of pension bonds which is dated as of _,2002 (the "Program Trust Agreement"), the Principal Amount indicated above, in installments as provided below, together with thereon from the date hereof at the rates provided below, computed on the basis of a 360-day year of twelve 30-day months. Interest is payable semiannually on the first day of _ and the first day of _ in each year until maturity or prior prepayment, commencing _' Date Principal Amount Interest Rate To provide additional security, the City covenants to make the following payments (the "Security Payments") to the Program Trustee on the following dates in the following amounts: Date Amount Date Amount Each Security Payment shall be credited against the Bond principal and interest payment which is due on fifteenth day following the Security Payment described above. This Bond is the City's Limited Tax Pension Pool Bond, Series 2002 (the "Bond"). This Bond is issued for the purpose of financing the City's pension liability to the Oregon Public Employees Retirement System. This Bond is authorized by the City's Resolution No. _, a Bond Declaration of the City dated as of _,2002 (the "Bond Declaration"), Chapter 945 of Oregon Laws 2001 and ORS 288.150, 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. Capitalized terms used in this Bond have the meanings defined for such terms in the Bond Declaration. This Bond is also issued in conjunction with and subject to the terms and conditions of the Program Trust Agreement. The City's obligations under this Bond, the Bond Declaration, the Program Trust Agreement and the Program are limited to paying the principal, interest and any premium on this Bond, to making Form of Bond (Appendix A to Bond Declaration) Page 1 N:\ANAL YSIS\SUE\Debt\pension bond declaration. doc 2/5/2 the Security Payments therefor, and to paying the Additional Charges. The issuance of this Bond and the participation by the City in the Program does not obligate or authorize the City to pay any portion of another government's pension bonds, obligations under the Program, or liabilities to OPERS. This Bond is a legal, valid and binding limited tax bond of the City which is enforceable against the City in accordance with its terms. The City's full faith and credit and taxing power within the limitations of Sections 11 and 11 b of Article XI of the Oregon Constitution are pledged for the punctual payment of the principal of and interest on this Bond. The City has covenanted to pay this Bond from its "Available General Funds" as defined in the Bond Declaration. The City is not authorized to levy any additional taxes to pay this Bond. This Bond does not constitute a debt or indebtedness of Lane County, the State of Oregon, or any political subdivision thereof other than the City. provisions] . The principal components of the Bond Payments are subject to prepayment [insert prepayment To prepay principal components of the Bond Payments the City must notify the Program Trustee in writing not less than 50 days prior to the prepayment date, and must deposit with the Program Trustee an amount sufficient to pay all principal which is to be prepaid, plus accrued interest to the prepayment date, not less than 45 days before the prepayment date. The Bond may not be transferred to any person other than a successor Program Trustee. 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 and 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 and Statutes and City Charter. IN WITNESS WHEREOF, the City Council of City, Oregon, has caused this Bond to be signed by the manual signature of its City Official, all as of the date first above written. City of Eugene, Oregon City Official Form of Bond (Appendix A to Bond Declaration) Page 2 N:\ANAL YSIS\SUE\Debt\pension bond declaration. doc 2/5/2 Exhibit A to Resolution Form of BOND DECLARATION THIS BOND DECLARATION is executed as of _,2002, on behalf of the City of Eugene, Oregon by its Finance Officer, acting as the "City Official" pursuant to City Resolution No. _, which was adopted on ,2002. That resolution authorizes the City Official to execute a bond declaration which contains the terms of the of the City's Limited Tax Pension Pool Bond, Series 2002 and the covenants of the City relating to that Bond. Section 1. Definitions. Unless the context clearly requires otherwise, the following terms shall have the following meanings: "Act" means Chapter 945 of Oregon Laws 2001 (Senate Bill 134 of the 2001 Regular Session of the Oregon Legislative Assembly). "Additional Charges" means the fees and other charges of the Program Trustee, as defined in the Program Trust Agreement and any indemnity payments due under Section 5(3). "Available General Funds" means: (i) all the City's ad valorem property tax revenues received from levies under its permanent rate limit; and, (ii) all other unrestricted taxes, fees, charges, revenues and receipts of the City which Oregon law allows to be spent to make the Bond Payments. "Bond Declaration" means this Bond Declaration, including any amendments made in accordance with Section 6 of this Bond Declaration. "Bond Payments" means the principal and interest payments due under the Bond. "Bond" means the City's Limited Tax Pension Pool Bond, Series 2002, that is described in Section 2 of this Bond Declaration. "Business Day" means any day except a Saturday, a Sunday, a legal holiday, a day on which the offices of banks in Oregon or New York are authorized or required by law or executive order to remain closed, or a day on which the New York Stock Exchange or the Program Trustee is closed. "City Official" means the City Manager or the person designated by the City Manager to act on behalf of the City pursuant to this Bond Declaration. "City" means the City of Eugene, Oregon. "Event of Default" refers to an Event of Default listed in Section 7(1) of this Bond Declaration. Exhibit A, Page 1