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HomeMy WebLinkAboutOrdinance No. 19627ORDINANCE NO . I q ~o o~. 7 AN ORDINANCE CONCERNING THE REFINANCING of THE EUGENE CONFERENCE CENTER; AUTHORIZING EXECUTION OF DOCUMENTS; AND DECLARING AN EMERGENCY. Pursuant to ordinance No. 18777, adopted by the City Council of the City of Eugene, Oregon on April 15, 1981, the City of Eugene, Oregon the "City"} authorized the execution of an Indenture of Trust, Lease-Purchase Agreement the "Lease" } , Intergovernmental Agreement and other documents relating to the financing of the City of Eugene Conference Center. Thereafter, First Interstate Bank of Oregon, N.A. , as Trustee under the Indenture of Trust dated as of June 1, 1981, executed Certificates of Participation in the Lease-Purchase Agreement dated as of June 1, 1981 between the City and the Trustee in the aggregate principal amount of $6,92Q,aa4 the "19$1 Certificates"}. Oregon Revised Statutes ~S$.6D5 to 288.694, inclusive, authorize the issuance of advance refunding bonds, as defined in such sections, without an election, in order to of feet a savings to a public body discounted to present value. Pursuant to Ordinance No. 19313 adopted by the City Council of the City on February 27, 19$5, the City entered into a Refunding Trust Indenture the "Refunding Trust Indenture"} and an Amendment to the Lease--Purchase Agreement the "1985 Lease Amendment"}, both being dated as of March 1, 1985, with First Interstate Bank of Oregon, N.A., as Trustee the "Trustee"}, and an Amendment to the Intergovernmental Agreement the "1985 Intergovernmental Amendment" } dated as of March 1, 1985 with the Urban Renewal Agency of the City of Eugene, Oregon the "Agency" ~ , all relating to the advance refunding of the 1981 Certificates. Advance Refunding Certificates of Participation the "1985 Refunding Certificates"} were issued to provide for the payment of principal of and interest on the 1981 Certificates as they become due and to reduce the debt service on the 1981 Certificates and the Rental Payments due under the Lease. The City has found that significant savings in debt service can be obtained by advance refunding the 1985 Refunding Certificates which ~ mature on and after June 1, 1994 . Section 15.01 of the Refunding Indenture provides that Additional Certificates may be issued to advance refund any series of certificates with the consent of the Trustee, the City ORDINANCE -Page 1. and the Agency, accompanied by a written approval of a nationally recognized bond counsel that the Additional Certificates do not adversely affect the tax status of the outstanding 1985 Refunding Certificates. Additional requirements far the issuance of Additional Certificates under the Refunding Indenture are contained in such Section 15.01. Pursuant to Section 288.60, Oregon Revised Statutes, the State Treasurer of Oregon has reviewed an advance refunding plan an ~liminar~.ly a proved of the advance refunding of the 1985 Re~u~~zn Certlfa. g ca~es which mature on and after June 1 1990 and the issuance of advance refunding certificates the "1989 Refunding Certificates" } to effectuate that purpose to reduce the debt service on the 1985 Refunding Certificates and the Rental Payments due under the Lease. A hearing pursuant to ORS 288.6372} was held during a special meeting of the Municipal Debt Advisory Commission on June 8, 1989, and a waiver by the Oregon State Treasurer pursuant to ORS 288.63711}fib} has been granted. On July 24, 1989, the Agency adopted a resolution approving of the issuance of the 1989 Refunding Certificates to advance refund the 1985 Refunding Certificates which mature on and after June~l, 1990. The City and the Trustee have determined that it is in the best interest of the City to enter into the First Supplemental Indenture, a second amendment to the Lease--Purchase Agreement the "Second Lease Amendment"}, a second amendment to the Intergovernmental Agreement the "Second Intergovernmental Amendment"} and other documents relating to the 1989 Refunding Certificates to permit th,e issuance of the 1989 Refunding Certificates in order to effectuate a def easance of the 1955 Refunding Certificates which mature on and after June 1, 1990. NOW, THEREFORE, to reduce debt service of the 1985 . Refunding Certificates resulting in cost savings for the benefit of the people of the City of Eugene, Oregon, and subject to the final approval and authorization of the Oregon State Treasurer to the Advance Refunding Plan, it is. necessary and desirable for the City of Eugene, Oregon to approve of the issuance and sale of 1989 Advance Refunding Certificates of Participation in the approximate par amount tissue price} of $7,000,000. NO~V, THEREFORE, THE CITY OF EUGENE DOES ORDAIN AS FOLLOWS Section 1. Issuance of Advance Refunding Certificates. The City Council of t e City o Eugene, Oregon does ereby approve of the issuance and sale of approximately $7,000,000 par amount tissue ORDINANCE - Page 2. price} of advance refunding certificates of participation the "19$9 Refunding Certificates"}. The 1989 Refunding Certificates are to be issued for the purpose of providing for the payment and retirement of the outstanding 1955 Refunding Certificates and to pay the casts of issuance of the 1989 Refunding Certificates. The 1959 Refunding Certif Kates shall be serial negotiable advance refunding certificates of participation bearing interest payable semi--annually on the first day of June and the first day of December, commencing December 1, 1989 until June 1, 2005, the date of final maturity, or earlier if redeemed. Any maturity of the 1989 Refunding Certificates may be structured as Capital Appreciation Certificates ~ "Capital Appreciation Certificates" } which do not pay interest semi-annually but are sold to the initial purchaser with original issue discount and accrete in value to equal the face amount of such certificate at its stated maturity. The 1989 Refunding Certificates shall be payable in funds which at the time of payment are legal tender for the payment of public and private debts within the United States of America. Section 2 . Maturity of Advance Refunding Certificates . The 1989 Refunding Certificates shall be entitled "1989 Advance Refunding Certificates of Participation Evidencing an Ownership Interest in a Lease-Purchase Agreement with City of Eugene, Lane County, Oregon ~~`~Community Conference Center}" and shall bear the manual or facsimile signature of an authorized officer of First Inter state Bank of Oregon, N. A. , as Trustee . In addition, the City Council does hereby approve of the Certificate Registrar executing the Certificate of Authentication as of the date of delivery of the 1989 Refunding Certificates. The 1959 Refunding Certificates shall be issued in fully registered form, shall be in denominations of Five Thousand Dollars x$5,000} each, or any ,integral multiple thereof, shall be issued as printed certificates, shall be dated as of August 1, 1989, except far any Capital Appreciation Certificates which shall be dated as of the date of delivery to the initial purchaser, and shall be numbered sequentially beginning .with R-1, and shall mature serially in annual installments on the first day of June, in approximate nor amn~lnt_ ~ . a ~ f n~ ~ nr,,~c Par Par Year ~~ Amount Year Amount 1992 $250,000.00 1999 $650,D00.00 1993 450,000.00 2000 695,000.00 1994 48D,DQD.00 2001 745,000.00 1995 505,000.00 2002 332,874.45 1996 545,000.00 2003 311,043.75 1997 5$0,D00.00 2004 290,644.05 1995 610,000.00 2005 271,579.95 ORDINANCE -~ Page 3. Section 3. Authorization to Modify Principal Amount and Maturities. The City Council hereby authorizes the Finance Director to modify the aggregate par amount 4issue price} of the 1989 Refunding Certificates and the annual maturities of the 1989 Refunding Certificates in insubstantial amounts to provide for any changes in the aggregate par amount tissue price} of 1989 Refunding Certificates as may be required far the purchase of sufficient Government Obligations for deposit into the 1989 Escrow Deposit Fund to defease the 1985 Refunding Certificates. Section 4. Payment of 1989 Refunding Certificates. The principal of the 1989 Refunding Certificates shall be payable upon presentation of the 1989 Refunding Certificates at maturity at the office of the Certificate Paying Agent in Port land, oregon, Payment of each installment of interest due on June 1 and December 1 of each year shall be made by check or draft of the Certificate Paying Agent mailed to the registered owner of each 19$9 Refunding Certificate whose name and address appears on the registration books maintained by the Certificate Registrar as of the close of business on the 15th day of the month next preceding the interest payment date. Section 5. Designation of Paying Agent and Certificate Registrar. The City Council does approve of the designation of the First Interstate Bank of Oregon, N.A. of Portland, Oregon, as the Certificate Paying Agent and Certificate Registrar of the 19$9 Refunding Certificates. The Finance Director is authorized to negotiate and execute on behalf of the City a Certificate Paying Agent and Registrar Agreement, as approved as to form by the City Attorney. The Agreement shall provide for compliance with Oregon Administrative Rule 170-~1~-D1Q. Section ~. Transfer or Exchange of 1989 Refunding Certificates. The 1989 Refunding Certificates shall be transferable, or subject to exchange, for fully registered 1989 Refunding Certificates in the denomination of $5,000, or integral multiples thereof by the registered owner thereof in person, or by the owner' s attorney, duly authorized in writing, at the office of the Certificate Registrar. The Certificate Registrar shall maintain a record of the names and addresses of the registered owners of the 1989 Refunding Certificates. The records of registered certa.ficate ownership are not public records within the meana.ng of oregon Revised Statutes 192,4104}. All certificates issued upon transfer, or in exchange, for 1989 Refunding Certificates shall evidence the same debt and be entitled to the same benefits as the 19$9 Refunding Certificates surrendered for such exchange or transfer. .All fees, expenses and charges of the Paying Agent and of the Certificate Registrar shall be payable by the City. The Certificate Registrar shall ORDINANCE -- Page 4. not be required ~1} to transfer ar exchange any certificate after the close of business on the 15th day of the month next precedin g any interest payment date, or ~2} to transfer or exchange any 1989 Refunding Certificate called or being called for redemption. Section 7, Budget Levy and Appropriation. Each year the City shall in the manner and within the tame provided by law take all such action as is necessary to estimate in its budget documents and appropriate for expenditure during the budget year the amount of Basic Rent necessary to pay maturing principal and interest on the 1959 Refunding Certificates and any Additional Rentals which will be payable during such budget year, and to keep the appropriation in full force and effect during the year . Such estimates shall include estimates of revenues to be provided by the Urban Renewal Agency of the City of Eugene {the "Agency" } . By the date required by Section 294.G35 of the Oregon Revised Statutes for any similar law} for submitting a proposed budget document to the Budget Committee for any successor entity} and by the date required by law for the adoption of its budget and the making of such appropriations, the City .shall furnish to the Trustee certified copies of the proposed and adopted budgets, respectively, and of the action of the City Council approving and adopting the budget and making the appropriation. The City shall apply to the appropriations made, any funds received from the Agency for Rental Payments, but the City may use any other sources of funds for payment of Rental Payments but shall not be required to levy additional property taxes for the payment of Rental Payments. Section 8. Special Trust Funds. Pursuant to the Refunding Indenture, certain Special Trust Funds were created. The City shall deposit annually to the Interest Fund, as provided in the Lease, as amended, an amount not less than the amount required to pay the interest due on the 1989 Refunding Certificates on the next two ~2} forth coming interest payment dates. The City shall deposit annually to the Principal Fund, as provided in the Lease, as amended, an amount not less than the amount required for the payment of the principal of the 1989 Refunding Certificates to be retired at the next forthcoming principal maturity date, In determining the amounts required for the deposits the City may consider any other sums then on deposit in the respective fund for the payment of principal of and interest on the 1989 Refunding Certificates. The City shall deposit to the Debt Service Reserve Fund cash or a Reserve Equivalent in an amount equal to the Reserve Requirement. The funds so deposited are pledged irrevocably to be used only to pay the interest of and the principal on the 1989 Refunding Certificates. Section 9. 1989 Escrow Deposit Fund. ,The City hereby authorizes the creation of a special, segregated and irrevocable trust fund designated as the City of Eugene, Oregon 1989 Advance DRDINANCE - Page 5. Refunding Lease-Purchase Certificates of Participation €Community Conference Center} Escrow Fund the "1989 Escrow Deposit Fund"}, The City shall cause to be deposited to the Escrow Deposit Fund the Governmental obligations has defined in the 19$9 Escrow Deposit Agreement dated as of August 1, 1989 between the City and the Trustee the "1989 Escrow Deposit Agreement"}} in such amount, term and rate of interest sufficient that the maturing principal and interest to be payable on the Governmental obligatians is sufficient to pay, as of any date of calculation, the outstanding principal of, premium, if any, and interest on the 1985 Refunding Certificates as they mature on and after June 1, 1990 and on the callable portion on June 1, 1994. Section 18. Costs of Issuance Fund. The City hereby authorizes the creation of a special, segregated and irrevocable trust fund designated as the City of Eugene, Oregon 1989 Advance Refunding Lease-Purchase Certificates of Participatian Community Conference Center} Costs of Issuance Fund the "Costs of Issuance Fund"}. Deposits to the Costs of Issuance Fund pursuant to the First Supplemental Indenture shall be disbursed t0 pay the costs of issuance of the 1989 Refunding Certificates . Section 11. Rebate Fund. The City hereby authorizes th e creation of a special, segregated and irrevocable trust fund designated as the City of Eugene, Oregon 1989 Advance Refunding Leas e--Purchas e Certificates of Participation ~ Community Conference Center} Rebate Fund the "Rebate Fund"}. Deposits.to and disbursements from the Rebate Fund shall be as described in the First Supplemental Indenture. Section 12. Investment of Funds. The moneys in the Special Trust Funds shall be invested as prescribed by the Refunding Indenture so long as any such investment is permitted by Oregon Revised Statutes 294.035 relating to the investment of surplus funds of political subdivisions. Earnings of the Special Trust Funds shall be deposited as provided in Article VII of the Refunding Indenture. Section 13. Optional Redemption. The City approves of the right to call and redeem any or all of the outstanding 1989 Refunding Certificates maturing after June 1, 1995, in whole or in part, in inverse order of maturity and by lot within a maturity on any Interest Payment Date on or after June 1, 1995 at the redemption prices expressed as a percentage of the principal amount, except in the case of Compound Appreciation Certificates, in which event expressed as a percentage of the 1989 Compound Accreted Value of such Compound Appreciation Certificates set forth below, together with accrued interest to the redemption date: ORDINANCE - Page 6. Redemption Date Redemption Price June 1, 1995 or December 1, 1995 10.0% June 1, 1986 or December 1, 1996 101.0% June 1, 1997 or December 1, 1997 100.5% June 1, 199$ and thereafter 100.0% Section 14. Extraordinary Redemption. ~ a ~ All of the then outstanding 1989 Refunding Certificates may be called for redemption by the Trustee on any Interest Payment Date at par to the redemption date, for the 19$9 Refunding Certificates paying interest semi- annually and at the 1989 Compound Accreted Value for Compound Appreciation Certificates, plus accrued interest to the redemption date, in those events described in Sections 3.Ol~b} of the Refunding Indenture. ~b ~ I fan Event of Taxability occurs as set forth in Section 3.03 of the Refunding Indenture, all outstanding 1989 Refunding Certificates shall be redeemed on the next Interest Payment Date which is not earlier than sixty X60} days following the Event of Taxability at par for the 1989 Refunding Certificates paying interest semi--annually and at the 1989 Compound Accreted Value for Compound Appreciation Certificates, plus accrued interest to the redemption date. Written notice to the Trustee of the redemption of the 1989 Refunding Certificates must be given by the City within 30 days after the City receives written notice of the occurrence of any Event of Taxability. ~ c ~ All of the then outstanding 1989 Refunding Certificates may be called for redemption by the Trustee on any Interest Payment Date commencing June 1, 1992 through December 1, 1994 at 102 a of the principal amount for the 1989 Refunding Certificates paying interest semi-annually, and 102 % of the 1989 Compound Accreted Value for Compound Appreciation Certificates, plus accrued interest to the redemption date, in the event the Community Conference Center is sold pursuant to the Amended Hotel/Conference Center Agreement among the City, the Agency and the Eugene Hotel Partnership Limited -- 1987, an Oregon partnership, dated December 16, 1987. Section 15 . Redemption of 1985 Refunding Certificates . All of the 1985 Refunding Certificates then outstanding are irrevocably designated for redemption on June 1, 1994. The Escrow Agent as the Trustee for the 1985 Refunding Certificates is directed to exercise its election to call and redeem such outstanding certificates and shall cause notice of redemption to be given in the manner provided by law and in accordance with the ORDINANCE -- Page 7. provisions of the Refunding Indenture and pursuant to instructions contained in the 1989 Escrow Deposit Agreement. Section 1 ~ . Use of Proceeds . The proceeds of the sale of the 1989 Refunding Certificates shall be applied as follows: - ~a} The Reserve Requirement shall be deposited into the Debt Service Reserve Fund to provide additional security for the payment of principal of, premium, if any, and interest on or of the 1989 Refunding Certificates. fib} As provided in the 1989 Escrow Deposit Agreement, there shall be deposited in the 1989 Escrow Deposit Fund certain Government Obligations and cash initially trans- ferred sufficient in amount that the maturing principal of and interest an such Government obligations, together with other funds in the 1989 Escrow Deposit Fund, shall pay the principal of and interest on the outstanding 1985 Refunding Certificates as they mature prior to and including June 1, 1994 and as are called far redemption on June 1, 1994. ~ c 7 The balance of the 1989 Refunding Certificates proceeds shall be deposited to the Costs of Issuance Fund as defined in Section la hereof and shall be disbursed to pay the costs of issuance of the 1989 Refunding Certificates. Any moneys remaining in the Costs of Issuance Fund after payment of the costs of issuance of the 1989 Refunding Certificates shall be transferred to the Principal Fund. Section 17. Purchase of Government Obligations a.~~d 1989 Escrow Deposit Agreement. The Trustee is authorized to purchase the Government Obligations for the account of the 1989 Escrow Deposit Fund. Section 1S. Approval of Documents. The City Council does hereby approve of the terms and provisions of the First Supplemental Refunding Trust Indenture, the Second Amendment to the Lease-Purchase Agreement, the Second Amendment to the Intergovernmental Agreement, the 1989 Escrow Deposit Agreement and the Investment instructions, all dated as of August 1, 1989, and the Purchase Agreement from Seattle Northwest Securities Corporation and Shear son Lehman Hutton, Inc . , substantially in the farm presented at this meeting. The Finance Director is authorized to execute those documents on behalf of the City with those changes as are app roved by the City Attorney. Section 19. Farm of 1989 Refunding Certificates. The 1989 Refunding Certificates shall be issued substantially in the form set forth in the First Supplemental Refunding Trust indenture. Section 20. Printing of 1989 Refunding Certificates. The Finance Director is authorized to contract for the printing of ORDINANCE - Page $. the 1989 Refunding Certificates. The Finance Director may provide for the printing of, in addition to the original issue of 1989 Refunding Certificates, additional certificates to be printed in~ blank form as to registration for the Certificate Registrar to deliver to the registered owner upon transfer or exchange of 1989 Refunding Certificates. The additional certificates shall be dated as of August 1, 1989, except in the case of Capital Appreciation Certificates which shall be dated as of the date of delivery to the initial purchaser, and shall be signed by the facsimile signature of an authorized representative of the Trustee, and the Certificates Registrar shall manually sign the Certificate of Authentication as of the date of the transfer of the 1989 Refunding Certificates. Section 21. Arbitrage. The proceeds of the Advance Refunding Certificates shall be used and invested in such manner that the 1989 Refunding Certificates shall not become "arbitrage bonds" within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended, and the regulations issued thereunder. Section 22. Bond Counsel. Doherty, MacColl & Mersereau of appointed Bond Counsel for the Certificates. Messrs . Rankin, VavRosky, Portland, Oregon are hereby issuance of the 1989 Refunding Section 23. Financial Advisor. Public Financial Management, Inc. is hereby designated Financial Advisor to the City. Section 24. Preliminary official Statement. The City shall assist in the preparation of a Preliminary Official Statement for the 1989 Refunding Certificates which shall be available for distribution to prospective purchasers of the 1989 Refunding Certificates. When advised by staff that the final official Statement does not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements contained in the official statement not misleading in the light of the circumstances under which they are made, then the Finance Director is authorized to certify the accuracy of the official Statement on behalf of the City, Section 25. Execution of Closing Documents. The Finance Director is authorized to execute the Certificate as to Arbitrage and any and all additional documents which may be reasonably required to issue, sell and deliver the 1989 Refunding Certificates. Section 26. Emergency. In order that necessary procedures may be carried through in an orderly manner prior to the issuance of the 1989 Refunding Certificates herein authorized so that the 1989 Refunding Certificates may be issued promptly in order to secure the maximum anticipated debt service savings, an emergency ORDINANCE - Page 9. is hereby declared to exist and this ordinance shall be in full force and effect immediately upon passage by the Council and approval by the Mayor . PASSED BY THE CITY COUNCIL ~~~ DAY OF JULY 1989 APPRpVED BY THE MAYOR ay-l~ DAY OF JULY 1989 City Recorder ~~~ M o ORDINANCE -page 10.