Loading...
HomeMy WebLinkAboutOrdinance No. 19313ORDINANCE No. 19313 AN ORDINANCE CONCERNING THE REFINANCING OF THE EUGENE CONFERENCE CENTER; AUTHORIZING E~ECUTIDN DF DOCUMENTS; AND DECLARING AN EMERGENCY. Pursuant to ordinance No. 18777,adopted by the City Counc~.l of the City of Eugene, Oregon on April 15, 1981, the City of Eugene, Oregon 4the "City"} authorized the execution of an Indenture of Trust, Lease-Purchase Agreement, Intergovernmental Agreement and other documents. relating to the financing of the City of Eugene Conference Center. Thereafter, First Interstate Bank of Dreg~on, N.A., as Trustee under the Indenture of Trust dated as of June 1, 1981, executed Certificates O.f Participation in the Lease Purchase Agreement dated as of June ~., 1981 between the City and the Trustee in the aggregate principal amount of $6,920,000 ~"Series 1981 Certificates"}. The principal amount of $6,765,400 of the Series 1981 Certificates remains outstanding. Oregon Revised Statutes 288.605 to 2$8.690, inclusive, authorize the issuance of advance refunding bonds, without an election, in order to effect a savings to a public body discounted to present value. Significant savings in debt service may be obtained by advance refunding the Series 1981 Certificates. An Advance Refunding Plan for the Series 1981 Certificates has been submitted the Oregon State Treasurer. NOW, THEREFORE, to reduce debt service of the Series 1981 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 Advance Refunding Certificates of Participation in the amount of NOW, THEREFORE, THE PEGPLE OF THE CITY DF EUGENE, OREGON ORDAINS AS FOLLOWS: Section 1. Issuance of Advance Refunding Bonds. The City Council of the City of Eugene, Oregon does hereby approve of the issuance and sale of $ of advance refunding certificates of participation the "Advance Refunding Certificates"}. The Advance Refunding Certificates are to be issued for the purpose of providing for the payment and retirement of the Certificates of Participation, Series 1981, the "Series 1981 Certificates"} and to pay the costs of issuance of the Advance Refunding Certificates. The Advance Refunding Certificates shall be serial negotiable advance refunding certificates of ORDINANCE - PAGE 1. participation bearing interest payable semi-annually on the first day of June and the first day of December, commencing June 1, 1985 until June 1, 2001, the date of final maturity of the interest bearing Certificates, or earlier if redeemed, and Zero Coupon Certificates maturing serially commencing June 1, 2002 until June 1, 2006, the date of final maturity of such Certificates, or earlier if redeemed. The Advance Refunding Certificates shah. 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 Advance Refunding Certificates shall be entitled "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 Interstate 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 .Advance Refunding Certificates. The Advance 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 March 1, 1985, except for those Advance Refunding Certificates maturing on or after June 1, 2002 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, as follows ; Year 1985 1986 1987 1988 1989 1990 1991 1992 1993 1994 1995 Section 3. principal of the upon presentation at the office of Amount Year 1996 1997 1995 1999 2000 Zool Zoo2 Zoos Zo04 Zoos 2006 Amount Payment of Advance Refunding Certificates. The Advance Refunding Certificates shall be payable of the Advance Refunding Certificates at maturity the Certificate Paying Agent in Portland, oregon. oRDINANCE -~ PAGE 2. Payment of each installment of interest on the interest bearing Certificates on dune 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 Advance Refunding Certificate whose name and address appears on the registration books maintained by the Certlfa.cate Registrar as of the close of business on the 15th day of the month next preceding the interest payment date. Section 4. 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 Advance Refunding Certificates. The City Manager 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 174--61-010. Section 5. Transfer or Exchange of Advance Refunding Certificates. The Advance Refunding Certificates shall be transferable, ar subject to exchange, for fully registered Advance Refunding Certificates in the denomination of $5,444, 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 Advance Refunding Certificates . The records of registered bond ownership are not public records within the meaning of Oregon Revised Statutes 192,41Q~47. All certificates issued upon transfer, or in exchange, for Advance Refunding Certificates shall evidence the same debt and be entitled to the same benefits as the Advance 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 not be required ~ 1 ~ to transfer ar exchange any Bond after. the close of business on the 15th day of the month next preceding any interest payment date, or ~?-~ to transfer or exchange any Advance Refunding Certificate called or being called for redemption. Section 6, Budget Levy and _Appropriation. Each year the City shall in the manner and within the time 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 Advance 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 294.635 of the Oregon Revised Statutes for ORDINANCE -- PAGE 3. 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 far the payment of Rental Payments. Section 7. Creation of Special Trust Funds. The City does approve of the creation of an Interest Fund to which the City shall ~~ deposit semi-annually, as provided in the Lease-Purchase Agreement dated as of June 1, 19$1, and amended as of March 1, 1985 between ~ the City and. the Trustee the "Lease Agreement"}, an amount not less than the amount required to pay the interest due on the Advance Refunding Certificates on the .next forthcomin interest g payment date. The City does approve of the creation of a Principal Fund to which the City shall deposit semi--annually, as provided in the Lease Agreement, an amount not less than the amount required ~. for the payment of the principal of the Advance Refunding Certificates to be retired at the next forthcoming principal maturity date. In determining the amounts required for the monthly r deposits the City may consider any other sums then on deposit in the respective fund for the payment of principal of and interest on L the Advance Refunding Certificates. The funds so deposited are pledged irrevocably to be used only to pay the interest of and the principal on the Advance Refunding Certificates. The City does ~~~ approve of the creation of a Debt Service Reserve Fund as E additional security for the Advance Refunding Certificates. The amount in this fund shall not exceed the maximum annual debt service due in any of the maturity years of the Advance Refunding Cert~.ficates. The City does approve of the creation of a E Construction Fund to be utilized as provided in the Refunding Trust ~~ Indenture dated as of March 1, 1985 between the City and the _~ Trustee the "Refunding Indenture"}. ~ Section 8. Investment of Funds. The moneys in the Special Trust Funds shall be invested as prescribed by Oregon Revised f Statutes 294.035 for the investment of surplus funds of political ~ subdivisions. Earnings of the Special Trust Funds shall accrue to the Construction Fund until completion of the Project, at which time future investment earnings on all Special Trust Funds shall be deposited to the Principal Fund. Section 9. Optional Redemption. The City approves of the right to call and er deem ~~~any or all of the outstanding Advance Refunding Certificates, as a whole or in part, in inverse numerical order of maturity and by lot within a maturity on any interest payment date on or after June 1, 1994 at the redemption prices ORDINANCE ~- PAGE 4. expressed as a percentage of the principal amount, except in the case of Advance Refunding Certificates maturing on or after June 1, 2002, in which event redemption price is expressed as a percentage of the Compound Accreted value of such Advance R~fuding Certificates} as set forth below, together with accrued interest: Dates when Redeemable Redemption Price On June 1, 1994 through December 1, 1996 102.0$ On June 1, 1997 or December 1, 199? 101.5 On June 1, 1998 or December 1, 1998 lO1.D~ On June 1, 1999 or December 1, 1999 140.5 On June 1, 2000 and thereafter at 100.0 Notice of redemption shall be given as provided in the Refunding Indenture. Section 10. Redemption of Series 1981 Certificates. A11 of the Series 1981 Certificates then outstanding are irrevocably designated for redemption on June 1, 1992. The Escrow Agent as the Trustee for the 1981 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 provisions of the Trust Indenture dated as of June 1, 1981 between the City and the Trustee, and pursuant to instructions contained in the Escrow Deposit Agreement. Section 11. Use of Proceeds. The proceeds of the sale of the Advance Refunding Certificates shall be applied as follows: ~a~ The sum of $ the Debt Service Reserve Fund to for the payment of principal of, for accretion in value whichever Advance Refunding Certificates . shall be deposited into provide additional security premium, if any, and interest may be the case ~ on or of the ~b~ As provided in the Escrow Deposit Agreement dated as of March 1, 1985 between the City and First Interstate Bank of Oregon, N.A., as Escrow Holder, there shall be deposited in the Escrow Deposit Fund certain Government Obligations and cash initially transferred sufficient in amount that the maturing principal of and interest on such Government Obligations, together with other funds in the Escrow Deposit Fund, shall pay the principal of and interest on the outstanding Series 1981 Certificates as they mature to and including June 1, 1992 and as are called for redemption on June 1, 1992. oRDINANCE -PAGE 5. ~c} The balance of the Advance Refunding C~rtifieates proceeds shall be used first to pay administrative costs, expenses or fees incurred in the issuance of the Advance Refunding Certificates, and any remaining proceeds shall be deposited in the Principal Fund. Section 12. Transfer of Funds. The funds presently on deposit in the Debt Service Reserve Fund securing the 19H1 Certificates shall be transferred and deposited to the Escrow Deposit Fund. These transferred funds and any investment proceeds therefrom shall be applied for the purposes set forth in Section ll~b~. The funds presently on deposit in the principal fund, interest fund and construction fund relating to the Series 1981 Certificates shall be transferred to the corresponding fund relating to the Advance Refunding Certificates. Section 13. Purchase of Government obligations and Escrow Deposit Agreement. Moore, Breithaupt & Associates or the Trustee are authorized to purchase the Government obligations for the account of the Escrow Deposit Fund. Section 14. Approval of Documents. The City Council does hereby approve of the terms and provisions of the Refunding Trust Indentures the Amendment to the Lease-Purchase Agreement, the Amendment to the Intergovernmental Agreement, the Escrow Deposit Agreement, the Purchase Agreement and the Investment Instructions, all dated as of March 1, 1985 substantially in the form ,presented at this meeting. The City Manager is authorized to execute those documents on behalf of the City with those changes as are approved by the City Attorney. Section 15. Form of Advance Refunding Certificates. The Advance Refunding Certificates shall be issued substantially in the form set forth in Exhibit A" attached hereto and incorporated herein by this reference. Section 16 Printing of Advance Refunding Certificates. The City Manager is authorized to contract for the printing of the Advance Refunding Certificates. The City Manager may provide for the printing of, in addition to the original issue of 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 Advance Refunding Certificates. The additional certificates shall be dated as of March 1, 1955, except in the case of Advance Refunding Cetificates maturing on or after June 1, 2402 which shall be dated as of the date of delivery to the initial purchaser, 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 Advance Refunding Certificates. ORDINANCE - PAGE. 6. Section 17. Arbitrage. The proceeds of the Advance Refunding Certificates shall be used and invested in such manner that the Advance Refunding Certificates shall not become "arbitrage bonds" within the meaning of Section 103~c~ of the Internal Revenue Cade of 1954, as amended, and the regulations issued thereunder. Section 1$. Bond Counsel. Messrs. Rankin, McMurry, VavRasky &~Doherty, of Portland, Oregon are hereby appointed Bond Counsel for the issuance of the Advance Refunding Certificates. Section 19. Preliminary Official Statement. The City shall assist in the preparation of a Preliminary Official Statement for the Advance Refunding Certificates which shall be available for distribution to prospective purchasers of the Advance 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 City Manager is authorized to certify the accuracy of the Official Statement on behalf of the City. Section 20. Execution of Closing Documents.. The City Manager is authorized to execute the Arbitrage Certificate and any and all additional documents which may be reasonably required to issue, sell and deliver the Advance Refunding Certificates. Section 21. Emergency. In order that necessary procedures may be carried through in an orderly manner prior to the issuance of the Advance Refunding Certificates herein authorized so that the Advance Refunding Certificates may be issued promptly in order to secure the maximum anticipated debt service savings, an emergency 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. Adopted by the City Council in open session this 27th day of February 1985. CITY OF EUGENE c , Ma r ATTEST: ~. .City Recorder ORDINANCE - PAGE 7. EXHIBIT "A" ADVANCE REFUNDING CERTIFICATE OF PARTICIPATI4N* EVIDENCING AN OWNERSHIP INTEREST IN A LEASE-PURCHASE AGREEMENT WITH CITY OF EUGENE, OREGON LANE COUNTY, OREGON (Community Conference Center) No. R- KNOW ALL MEN BY THESE PRESENTS, that the First Interstate Bank of Oregon, as Trustee, a national bankin association th N.A. g ~ e ~ {'Trustee"~, far value received, promises to pay to ~ or registered assigns, but 3 solely from the source and in the manner hereinafter set forth, the principal sum of Dollars on the first day of June and to pay interest thereon from the date hereof at the rate of _ per centum ~ ~ per E annum, payable semiannually an~~~~ther~first day of June and the first { day of December in each year, commencing June 1, 1985 until the principal and interest are paid in ft~ll~ subject to the provisions hereinafter set forth with respect to redemption prior to maturit The principal sum of this Refundin Cer ~ y g, tzficate, premium, if any, {and interest thereon} are payable in lawful money of the United E F States of America at the principal corporate trust office of the }~ Paying Agent, First Interstate Bank of Oregon, N.A., Portland, Oregon, but only as to principal upon presentation and surrender of this Refunding Certificate. Interest on this Refunding E Certificate will be paid by check or draft mailed to the Registered Owner hereof at the address as it appears on the registration books of the Paying Agent and Certificate Registrar as of the close of business on the 15th day of the month next preceding the Interest Payment Date. * Language contained in parenthesis ~~ applies to Refundin g Certificates maturing prior to June 1, 2002, and language in brackets [] applies to Refunding Certificates maturing on and after June 1, 2002. I I -- 1. This Refunding Certificate is one of a duly authorized issue of City of Eugene, Oregon Lease-Purchase Advance Refunding Certificates of Participation, Community Conference Centers {the "Refunding Certificates"}, aggregating the principal amount of $ and issued for the purpose of providing for the payment and retirement of the City of Eugene, Oregon Lease-Purchase Certificates of Participation ~Gommunity Conference Centers dated as of June 1, 1981. The Refunding Certificates are all issued, or may be issued, under and are to be equally and ratably secured and entitled to th e protection given by the Refunding Trust Indenture, dated as of March 1, 1985, the "Refunding Indenture"~ duly executed and delivered by the City of Eugene, Lane County, Oregon, to the First Interstate Bank of Oregon, N.A., as Trustee, and reference is hereby made to the Refunding Indenture for a more complete description of the Facility, the Project and the Leased Premises, and for the provlslons, among others, with respect to the nature and extent of the security, the rights, duties and obligations of the City, the Trustee and the Registered Owners of the Refunding Certificates and the terms and conditions upon which the Refunding Certificates are issued and secured, and to all of the provisions of such Refunding Indenture, each Registered owner, by the acceptance of this Refunding Certificate, does assent. The Refunding Certificates are issuable as fully registered Refunding Certificates registered on the registration books of the Paying Agent and Certificate Registrar in the corporate trust office of the Paying Agent and Certificate Registrar and may thereafter be transferred an such books by the Registered Owner in person or by his attorney. The principal of, premium, if any, hand interest? on any Refunding Certificate shall be payable only to or on the order of the Registered Owner or his attorney. As provided in the Refunding Indenture, Refunding Certificates are inter- changeable in equal aggregate principal amount and in authorized denominations at the corporate. trust off ice of the Trustee, and in the manner, subject to the limitations and on the payment of the charges, as provided in the Refunding Indenture. The Refunding Certificates are noncallable for redemption prior to June 1, 1994, except in the event of Extraordinary Redemption or in the Event of Taxability, to the extent and under the conditions provided in the Refunding Indenture. If called for redemption in any of such events, such Refunding Certificates shall be subject to redemption by the Trustee on any date after issuance in whole, at a redemption price of X100% of the principal amount thereof plus accrued interest to the redemption date for those Refunding Certificates maturing prior to June 1, 2002, ~ [100 ~ of the Compound Accreted Value for those Refunding Certificates maturing an or after June 1, 2002.E II ~- 2. Prom the available Rental Payments or other available funds on June 1, 1994 and any Interest Payment Date or Principal Payment Date thereafter, and upon the direction of the City, the Trustee shall redeem all or any portion of the Refunding Certificates then outstanding in inverse order of maturity and by lot within a maturity, at the redemption prices expressed as a percentage of the principal amount for those Refunding Certificates maturing pr~,or to June 1, 2002,} expressed as a percentage of the Compound Accreted Value of Refunding Certificates maturing on or after June 1, 2002] as set forth below, together with accrued interest}: Dates When Redeemable Redemption Price On June 1, 1994 through December 1, 1996 102.0 On June 1, 1997 or December 1, 1997 141.5 on June 1, 1998 or December 1, 1995 101.0$ On June 1, 1999 or December 1, 1999 100.5% On June 1, 2000 and thereafter at 100.0 The right of redemption shall be exercised by notice specifyw ing by number the Refunding Certificates to be called, the redemption price to be paid, the date fixed for redemption and the places where the amounts due upon such redemption are payable, such notice to be published by the Trustee as provided by law and at least once in a newspaper of general circulation published in the City of Eugene, Oregon, a business and financial newspaper published within the City of Portland, nregon, and in a financial newspaper of national circulation, the first such publication to be not less than thirty X30} days, but not more than ninety ~9a} days, prior to the redemption date, and by mailing a copy of the redemption notice by registered or certified mail at least thirty X34} days, but not more than ninety {90} days, prior to the date fixed for redemption to the Registered owner of each Refunding Certificate to be redeemed at the address shown on the Certificate Register; provided, however, that failure to give such notice by mailing, or any defect therein, shall not affect the validity of any proceeding far the redemption of the Refunding Certificates. All Refunding Certificates so called far redemption will cease to tbear interest} [accrete in value] on the redemption date, provided funds for their redemption are on deposit at the principal corporate trust office of the Paying Agent at that time, and such Refunding Certificates shall no longer be protected by the Refunding Indenture and shall not be deemed to be outstanding under the provisions of the Refunding Indenture. If, for any reason,.it is impossible or impractical to publish such notice of call for redemption in the manner herein provided, then such publication in lieu thereof as shall be made with the approval of the Trustee shall constitute sufficient publication of notice. The Refunding Certificates are issued as provided in the Refunding Indenture. The Refunding Certificates, together with Additional Certif i~:ates as may be issued on a parity therewith as II ~ 3. authorized by the Refunding Indenture are payable as to principal, premium, if any, and interest solely out of the Rental Payments under the Lease-Purchase Agreement, as amended, between the Trustee and the City, and the Special Trust Funds as defined in the Refunding Indenture. Neither the Refunding Certificates nor the Refunding Indenture constitute a debt or a pledge of the faith and credit of the Trustee. Payments sufficient for the prompt payment, when due, of the principal of, hand] premium, if any, ~ and interest on} the Refunding Certificates are required by the Refunding Indenture to be paid from the Rental Payments to the Trustee from the City. In the event of default a Registered Owner of this Refunding Certificate shall have the right to institute any suit, action or proceeding at law or in equity for the enforcement of the Lease Agreement, the Refunding Indenture, or any remedy thereunder. The Trustee may, without the consent of or notice to the Registered owners, enter into supplemental indentures for the purposes of curing any defect in the Refunding Indenture; conferring additional rights on the Trustee for the benefit of the Registered owners; or subjecting additional revenues to the lien of the Refunding Indenture. If an event of default, as defined in the Refunding Indenture shall occur, the principal of this Refunding Certificate and all certificates secured by the Refunding Indenture then issued and outstanding may be declared due and payable in the manner and with the effect as provided by the Refunding Indenture, but subject to waiver of such default as provided in the Refunding indenture. The obligations of the City under the Lease Agreement may be discharged upon the making of provision for the payment of the Refunding Certificates on the terms and conditions set forth in Article X of the Refunding Indenture. IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions and things necessary to be done by the Trustee precedent to the authentication and delivery of the Refunding Certificates in order to make them legal, valid and binding in accordance with their terms, and in the execution and delivery of the Refunding Indenture, have been done and performed and have occurred as required by law; that the Trustee has, on its behalf, received payment in full far the Refunding Certificates and that the Refunding Certificates do not exceed or vivlat.e any Constitutional or statutory limitation. This Refunding Certificate shall not be ent_i.tled to any security or benefit under the Refunding Indenture or become valid or obligatory for any purpose until the certificate of authentication hereon shall have been signed by the Certificate Registrar. The Trustee certifies that this Refunding Certificate II - 4. is one of the Refunding Certificates delivered pursuant to the terms of the Refunding Indenture. IN WITNESS WHEREOF, the First Interstate Bank of Oregon, N.A., as Trustee, has caused this Refunding Certificate to be executed by the facsimile signature of one of its officers all as of the ~ ~.st } [ ] .day of March, 1985. FIRST INTERSTATE BANK OF OREGON, N.A., as Trustee By Authorized officer [FORM OF CERTIFICATE REGISTRAR'S CERTIFICATE OF AUTHENTICATION] This Refunding Certificate is one of the Refunding Certificates described in the within--mentioned Refunding Indenture. FIRST INTERSTATE BANK OF OREGON, N.A., as Certificate Registrar By Authorized Officer [FORM OF ENDORSEMENT AS REGISTERED CERTIFICATE] For value received, the undersigned Certificate Registered owner sells, assigns and transfers unto the within City of Eugene, Oregon Lease--Purchase Advance Refunding Certificate of Participation, Community Conference Center}, and all rights thereunder, and does authorize the Certificate Registrar to transfer the Refunding Certificate on its books as herein directed. Dated: 19 By 1 Certificate Registered owner II -- 5.