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HomeMy WebLinkAboutResolution No. 4483 RESOLUTION NO. L/4~?;> A RESOLUTION OF THE CITY OF EUGENE, LANE COUNTY, OREGON, AUTHORIZING THE ISSUANCE AND SALE OF SANTA CLARA BOND ANTICIPATION NOTES, 1996 SERIES S IN AN AMOUNT NOT TO EXCEED $5,500,000 TO PROVIDE INTERIM FINANCING OF THE SANTA CLARA SEWER IMPROVEMENT PROJECT (BASINS S, U and X). The City of Eugene, Oregon (the "City") finds as follows: A. There is a need for a flexible method of obtaining financing to provide interim financing for the 1996 Santa Clara Sewer Improvement Project (Basins S, U and X) (the "Project") and that it is in the best interest of the City to obtain such financing pursuant to ORS 223.235(7) (the "Act"). B. It is in the best interest of the City to issue notes in an aggregate principal amount of not to exceed $5,500,000 ("Notes") for the purpose of defraying the cost or part of the costs and expenses incurred by the City. C. The City should be authorized to negotiate the sale of the notes to achieve the best terms available to the City from the bond market and the Department of Environmental Quality of the State of Oregon (the "DEQ"). D. The City does not have sufficient funds available to provide interim financing for the construction of the Project. E. The City may pay costs of the Project prior to issuance of the Notes. 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. Notes Authorized. The City Council authorizes the issuance of Santa Clara Bond Anticipation Notes, 1996 Series S (the "Series S Notes"), and such obligation as is satisfactory to DEQ (collectively the "Notes"). The Notes shall be issued in an aggregate principal amount of not more than Five Million Five Hundred Thousand Dollars ($5,500,000) pursuant to the Act, for the purpose of interim funding of a portJon of the costs of construction and improving the local improvements and the costs of issuing the Notes. The Notes shall bear interest at a true interest cost of not more than eight percent per annum. The City Manager, the Finance Director, or the person designated in writing by the City Manager to act under this Resolution (the "City Official") may, on behalf of the City and without further action by the City Council: Page 1 - Resolution No. _ J :\HWR \CITIES\EUGENE\BAN96\BAN96RES.DOC4/1 1/96 1. 1. Authorize the preparation of, deem final, and distribute a preliminary official statement for the Notes, and approve and deliver a final official statement for the Notes; 1.2. Determine whether the Notes will be sold on competitive bid or by negotiated sale, and publish a notice of sale and award the sale of the Notes to the most favorable bidder or select an underwriter, negotiate the terms of the sale of the Notes to the underwriter, and enter into an agreement to sell the Notes to the underwriter; 1.3. Enter into an agreement to provide continuing financial disclosure for the benefit of the owners of the Notes in accordance with the applicable rules of the United States Securities and Exchange Commission; 1.4. Establish the final principal amount, maturity schedule, interest rates, redemption provisions and other terms of the Notes, consistent with the limitations established by this Resolution; 1.5. report the results of the sale of the Notes to the Council; 1.6. negotiate the terms of the SRF Loan Agreement under which the Notes shall be sold to the DEQ, and the terms for the substitution of a bond for the Notes; and, 1.7. execute and deliver any certificates or other documents, and take any other action, including the appointment of a paying agent, which is desirable in order to issue, sell and deliver the Notes and the DEQ Obligations in accordance with this Resolution. Section 2. Security. The Notes shall be special obligations of the City, which are payable solely from the amounts the City covenants to deposit into the Special Assessments Capital Project Fund (the "Fund") pursuant to Section 3, below. The City covenants to use its best efforts to secure permanent financing which will be available to permit timely payment of the Notes. All Notes shall be parity obligations, which are payable ratably from amounts in the Fund and from the proceeds of permanent financing. Section 3. Special Assessments Capital Project Fund. The City Official is directed to establish the Fund. Until all Notes are paid or defeased, the City covenants to deposit into the Fund all moneys received by the City from its collection of unbonded assessments for the Project, the proceeds of permanent financing for the Project, the net proceeds of foreclosure of improvement liens for unbonded assessments for the Project, and any Note proceeds which are not required to pay Project costs. Until all Notes have been paid or defeased, the amounts in the Fund shall be used only to pay, purchase or redeem Notes, and shall not be transferred, borrowed, diverted or used for any other purpose. Section 4. Form of Notes. The Notes shall be in substantially the form attached hereto as Exhibit A, with such changes as may be approved by the City Official. Page 2 - Resolution No.__ J :\HWR \CITIES\EUGENE\BAN96\BAN96RES.DOC4/1 1/96 Section 5. Execution. The Notes shall be executed on behalf of the City with the manual or facsimile signature of the City Official. Section 6. Series S Note Book- Entry-Only System. 6.1. The Series S Notes shall be initially issued as a book-entry-only security issue with no Series S Notes being made available to the Noteowners, in accordance with the City's Blanket Letter of Representations withThe Depository Trust Company. Ownership of the Series S Notes shall be recorded through entries on the books of banks and broker-dealer participants and correspondents that are related to entries on The Depository Trust Company book-entry-only system. The Series S Notes shall be initially issued in the form of a separate single fully registered typewritten Note for each maturity of the Series S Notes (the "Global Notes"). Each Global Note shall be registered in the name of Cede & Co. as nominee (the "Nominee") of The Depository Trust Company ("DTC") (DTC and any other qualified securities depository designated by the City as a successor to DTC, collectively the "Depository") as the "Registered Owner", and such Global Notes shall be lodged with the Depository until early redemption or maturity of the Series S Note issue. The Paying Agent shall remit payment for the maturing principal and interest on the Series S Notes to the Registered Owner for distribution by the Nominee for the benefit of the owners (the "Beneficial Owner" or "Record Owner") by recorded entry on the books of the Depository participants and correspondents. While the Series S Notes are in book-entry-only form, the Series S Notes will be available in denominations of $5,000 or any integral multiple thereof 6.2. In the event the Depository determines not to continue to act as securities depository for the Series S Notes, or the City determines that the Depository shall no longer so act, then the City will discontinue the book-entry-only system with the Depository. If the City fails to designate another qualified securities depository to replace the Depository or elects to discontinue use of a book-entry-only system, the Series S Notes shall no longer be a book -entry-only issue but shall be registered in the registration books maintained by the Note Registrar in the name of the Owner as appearing on the Series S Note Register and thereafter in the name or names of the Noteowners of the Series S Notes transferring or exchanging Notes. 6.3. With respect to Series.S Notes registered in the registration books maintained by the Note Registrar in the name of the Nominee of the Depository, the City and the Note Registrar shall have no responsibility or obligation to any participant or correspondent of the Depository or to any Registered Owner on behalf of which such participants or correspondents act as agent for the Owner with respect to: 6.3.1. the accuracy of the records of the Depository, the Nominee or any participant or correspondent with respect to any ownership interest in the Series S Notes; Page 3 - Resolution No. _ J :\HWR \CITIES\EUGENE\BAN96\BAN96RES.DOC4/1 1/96 6.3.2. the delivery to any participant or correspondent or any other person, other than an Owner as shown in the registration books maintained by the Note Registrar, of any notice with respect to the Series S Notes, including any notice of prepayment; 6.3:3. the selection by the Depository of the beneficial interest in Series S Notes to be redeemed prior to maturity; or 6.3.4. the payment to any participant, correspondent, or any other person other than the Owner of the Series S Notes as shown in the registration books maintained by the Note Registrar, of any amount with respect to principal or interest on the Series S Notes. 6.4. Notwithstanding the book-entry-only system, the City may treat and consider the Beneficial Owner in whose name each Series S Note is registered in the registration books maintained by the Note Registrar as the Owner and absolute owner of such Series S Note for the purpose of payment of principal and interest with respect to such Series S Note, or for the purpose of giving notices of redemption and other matters with respect to such Series S Note, or for the purpose of registering transfers with respect to such Series S Note, or for all other purposes whatsoever. The City shall payor cause to be paid all principal and interest on the Series S Notes only to or upon the order of the Registered Owner, as shown in the registration books maintained by the Note Registrar, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the City's obligation with respect to payment thereof to the extent of the sum or sums so paid. 6.5. Upon delivery by the Depository to the City and to the Owner of written notice to the effect that the Depository has determined to substitute a new nominee in place of the Nominee, then the word "Nominee" in this Resolution shall refer to such new nominee of the Depository, and upon receipt of such notice, the City shall promptly deliver a copy thereof to the Note Registrar. The Depository shall tender the Series S Notes it holds to the Note Registrar for reregistration. Section 7. Authentication, Registration and Transfer (No Depository). 7. 1. Registration and transfer of the Series S Notes while they are in book-entry form shall be in accordance with the Blanket Letter of Representations which the Depository requires. The provisions of this Section 7 apply only if the Series S Notes cease to be in book-entry form. Page 4 - Resolution No. _ J :\HWR \CITIES\EUGENE\BAN96\BAN96RES.DOC4/11/96 7.1.1. No Series S Note shall be entitled to any right or benefit under this resolution (the "Resolution") unless it shall have been authenticated by an authorized Officer of the City's paying agent and registrar (the "Paying Agent"). The Paying Agent shall authenticate all Series S Notes to be delivered at closing of this series of Note, and shall additionally authenticate all Series S Notes properly surrendered for exchange or transfer pursuant to this Resolution. 7.1.2. All Series S Notes shall be in registered form. The City Official will appoint a bank doing business in Oregon to serve as Paying Agent for the Series S Notes. A successor Paying Agent may be appointed for the Series S Notes by order of the City Official. The Paying Agent shall provide notice to the Series S Noteowners of any change in the Paying Agent not later than the Series S Note payment date following the change in Paying Agent. 7.1.3. The ownership of all Series S Notes shall be entered in the Series S Note register maintained by the Paying Agent, and the City and the Paying Agent may treat the person listed as owner in the Series S Note register as the owner of the Series S Note for all purposes. 7. 1.4. The Paying Agent shall mail each interest payment on the interest payment date (or the next business day if the interest payment date is not a business day) to the name and address of the Series S Noteowner as they appear on the Series S Note 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. 7.1.5. Series S Notes may be exchanged for an equal principal amount of Series S Notes of the same maturity which are in different denominations, and Series S Notes may be transferred to other owners if the Series S N oteowner submits the following to the Paying Agent: (i) written instructions for exchange or transfer satisfactory to the Paying Agent, signed by the Series S Noteowner or their attorney in fact and guaranteed or witnessed in a manner satisfactory to the Paying Agent; and (ii) the Series S Notes to be exchanged or transferred. 7.1.6. The Paying Agent shall not be required to exchange or transfer any Series S Notes submitted to it during any period beginning with a Record Date and ending on the next following payment date; however, such Series S Notes shall be exchanged or transferred promptly following that payment date. 7. 1.7. The Paying Agent shall note the date of authentication on each Series S Note. The date of authentication shall be the date on which the Series S Noteowner's name is listed on the Series S Note register. Page 5 - Resolution No. _ J :\HWR \CITIES\EUGENE\BAN96\BAN96RES.DOC4/11/96 7. 1.8. F or purposes of this section, Series S Notes shall be considered submitted to the Paying Agent on the date the Paying Agent actually receives the materials described in Section 7.(e). 7. 1.9. The City may alter these provisions regarding registration and transfer by mailing notification of the altered provisions to all Series S Noteowners. 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. 7.2 The covenants contained in this Section 7 and any covenants in the closing documents for the Series S Notes shall constitute contracts with the owners of the Series S Notes, and shall be enforceable by them. Section 8. Rebate Compliance. The City (and all subordinate entities thereof, if any) reasonably expects to issue tax-exempt obligations in calendar year 1996 which have an aggregate face amount of more than $5,000,000. Accordingly, the City hereby covenants to pay to the United States any rebates required to be paid in connection with the Notes, unless the City otherwise qualifies for an exemption, under Section 148(f) of the Code. Section 9. Not Bank Qualified. The City (and all subordinate entities, if any) reasonably anticipates that it will issue more than $10,000,000 of tax-exempt obligations during calendar year 1996. The City does not designate the Notes as "qualified tax-exempt obligations" pursuant to Section 265(b)(3) of the Internal Revenue Code of 1986, as amended (the "Code"). Section 10. Tax-Exempt Status. The City covenants for the benefit of the Owners of the Notes to comply with all provisions of the Code which are required for interest on the Notes to be excludable from gross income under the Code. The City makes the following specific covenants: 10. 1. The City will not take any action or omit any action if it would cause the Notes to become "arbitrage bonds" under Section 148 of the Code, and shall pay all penalties and rebates to the United States which are required by Section 148(f) of the Code. 10.2. The City shall operate the facilities financed with the Notes, and use the proceeds of the Notes, so that the Notes are not "private activity bonds" within the meaning of Section 141 of the Code. Section 11. Defeasance. The City may defease the Notes by setting aside, with a duly appointed escrow agent, in a special escrow account irrevocably pledged to the payment of the Notes 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 Notes to be defeased, plus interest which will accrue thereon until Page 6 - Resolution No. _ J :\HWR \CITIES\EUGENE\BAN96\BAN96RES.DOC4/11/96 maturity or any earlier date for which the issuer has given irrevocable instructions for redemption. Such Notes shall be paid hereunder, and shall cease to be entitled to any lien, benefit or security under this Resolution except the right to receive payment from such special escrow account; such Notes shall not for any purpose of this Resolution be deemed outstanding. Section 12. Reimbursement. The City hereby declares its intention to reimburse itself with proceeds of the Notes for any costs of the Project which the City pays prior to issuance of the Notes. This declaration of official intention is made pursuant to Section 1.103-18 of the Income Tax Regulations promulgated by the United States Department of the Treasury. ADOPTED by the City Council of the City of Eugene, Lane County, Oregon on the tt%ay of JWlllL- 1996. City of Eugene Lane County, Oregon ?r- ~I?. City Recorder Page 7 - Resolution No._ J :\HWR \CITIES\EUGENE\BAN96\BAN96RES.DOC4/1 1/96 Exhibit A Form of Note No. R-l $ United States of America State of Oregon County of Lane City of Eugene Santa Clara Bond Anticipation Note 1996 Series S Dated Date: Interest Rate: Maturity Date: CUSIP Number: Registered Owner: -----CEDE & CO.----- Principal Amount: ----- DOLLARS----- THE CITY OF EUGENE, in Lane County, 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 Maturity Date indicated above together with interest thereon from the date hereof at the Interest Rate indicated above. Interest is payable at maturity on , 1996. Payment of 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, which is currently First Interstate Bank of Oregon, N.A., in Portland, Oregon (the "Paying Agent") as of the close of business on the fifteenth day of the calendar month immediately preceding the interest payment date. Principal and interest payment shall be payable to Cede & Co., as nominee of The Depository Trust Company, or its registered assigns, on the payment date. Such payment shall be made payable to the order of "Cede & Co." This note is one of a duly authorized series of the City's Santa Clara Bond Anticipation Notes, 1996 Series S (the "Notes") of like tenor and effect issued in an aggregate original principal amount of Dollars ($ ). The Notes are issued pursuant to ORS 223.235(7), as amended, and Resolution No. of the City adopted 1996 (the "Resolution"), which authorize the City to borrow funds for interim financing of construction of public improvements. This Note is a special obligation of the City which is payable solely from amounts the City has covenanted in the Resolution to deposit into the Special Assessments Capital Project Fund. In the Resolution the City has covenanted that it will, until all Notes are paid or defeased, deposit into the Special Assessments Capital Project Fund all moneys received by the City from its collection of unbonded assessments for the Project, all proceeds of permanent financing for the Project, the net proceeds of foreclosure of improvement liens for unbonded assessments for the Project, and any Note proceeds which are not required to pay Project costs. The City has covenanted that, until all Notes have been paid or defeased, the amounts in the Special Assessments Capital Project Fund shall be used only to pay, purchase or redeem Notes, and shall not be transferred, borrowed, diverted or used for any other purpose. The City has also covenanted to use its best efforts to secure permanent financing which will be available to permit timely payment of the Notes. The Notes are initially issued as a book-entry-only security issue with no certificates provided to the Noteowners. Records of Note ownership will be maintained by the Paying Agent, and by The Depository Trust Company and its participants. Page 1 - Exhibit A (Form of Note) J :\HWR \CITIES\EUGENE\BAN96\BAN96RES.DOC Should the book-entry only security system be discontinued, the Notes shall be issued in the form of registered Notes without coupons in the denominations of $5,000 or any integral multiple thereof. Such Notes may be exchanged for Notes of the same aggregate principal amount, interest rate and maturity date, but different authorized denominations, as provided in the Resolution. The Notes are not subject to redemption prior to maturity. Any transfer of this Note must be registered, as provided in the Resolution, upon the note register kept for that purpose by the Paying Agent. This Note may be registered only by surrendering it, together with a written instrument of transfer which is satisfactory to the Paying Agent and which is executed by the Registered Owner or duly authorized attorney. Upon registration, a new registered Note or Notes, 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 Paying Agent may treat the person in whose name this Note is registered on the note register as its absolute owner for all purposes, as provided in the Resolution. Unless this Note is presented by an authorized representative of The Depository Trust Company to the City or the Paying Agent for registration of transfer, exchange or payment, and any Note 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 that all acts, conditions and things required to be done precedent to and in the issuance of this Note have been properly done, and that this Note is a legally binding special obligation of the City. IN WITNESS WHEREOF, the City Manager of the City of Eugene, in Lane County, Oregon has caused this Note to be executed by the facsimile signature of its Finance Officer as of the date indicated above. ,City of Eugene, Oregon Jrr-- .# ~ Warren G. Wong, Finance Officer THIS NOTE SHALL NOT BE VALID UNLESS PROPERL Y AUTHENTICATED BY THE PAYING AGENT IN THE SPACE INDICATED BELOW. CERTIFICATE OF AUTHENTICATION This is one of the $ aggregate principal amount of City of Eugene, Oregon Santa Clara Bond Anticipation Notes, 1996 Series S described in the Resolution mentioned above. Dated: , 1996. First Interstate Bank of Oregon, N.A., as Paying Agent Authorized Officer Page 2 - Exhibit A (Form of Note) J :\HWR \CITIES\EUGENE\BAN96\BAN96RES. DOC ASSIGNMENT FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto (Please insert social security or other identifying number of assignee) this Note and does hereby irrevocably constitute and appoint as attorney to transfer this Note 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 Note in every 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 Note, shall be construed as though they were written out in full according to applicable laws or regulations. TEN COM -- tenants in common TEN ENT -- as tenants by the entireties IT 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 (name of minor) OR UNIF TRANS MIN ACT 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 Note) J :\HWR \CITIES\EUGENE\BAN96\BAN96RES.DOC