HomeMy WebLinkAboutOrdinance No. 19458ORDINANCE NO . I 1 '~"~ S
AN ORDINANCE CONCERNING THE REFINANCING OF
THE EUGENE CONFERENCE CENTER; AUTHORIZING
EXECUTION OF DOCUMENTS, AND DECLARING AN
EMERGENCE'.
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, 1951 between the City and
the Trustee in the aggregate principal amount of $6,920,000 the
"1981 Certificates"~.
Oregon Revised Statutes 288.605 to 288.694, 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.
Pursuant to Ordinance No. 19313 adopted by the City Council of
the City on February 27, 1985, the City entered into a Refunding
Trust Indenture nth e "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 firustee the "Trustee"}, and an Amendment to the
Intergovernmental Agreement the "1985 Intergovernmental
Amendment"} dated as of March 1, 1955 with the Urban Renewal Agency
of the City of Eugene, Oregon ~ the "Agency" } , all relating to the
advance refunding of the x.981 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 Certif i cotes as they become due and to reduce the debt
service on the 1951 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 callable portion of the
1985 Refunding Certificates which mature on and after June 1, 1995.
Section 15.01 of th
Additional Certificates
of certificates with the
Agency, acconfpanied by a
recognized bond caursel
e Refunding Indenture provides that
may be issued to advance refund any series
consent of the Trustee, the City and the
written approval of a nationally ..~
that the Additional Certificates do not
ORDINANCE -~ Page 1.
adversely affect the tax status of the outstanding 1985 Refunding
Certificates. Additional requirements far the issuance of
Additional Certificates under the Refunding Indenture include ~1}
that the City shall not be in default; ~2} all required Rental
Payments are current; ~3} the balance in the Debt Service Reserve
Fund shall not be less than the Maximum Annual Debt Service
requirements, including such debt service amounts required for the
Additional Certificates.
Pursuant to Section 288.620, Oregon Revised Statutes, the
State Treasurer of Qregon has reviewed an advanced refunding plan
and preliminarily approved of the advance refunding of the callable
portion of the 1985 Refunding Certificates which mature an and
after June 1, 1995, and the issuance of advance refunding
certificates the "1987 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 February 14,
1987, and a waiver by the Oregon State Treasurer pursuant to ORS
288.6371}tb} has been granted.
.~,
On ~ 1987 the A enc ado ted a resolution a r vin
~,,- „~ r r g y P PP a g
of the i suance of the 1987 Refunding Certificates to advance
refund the callable portion of the 1985 Refunding Certificates
which mature on and after June 1, 1995.
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 Luse ~~e~~:ent" } , a second amendment to the
Intergovernmental Agreement the "Second Intergovernmental
Amendment"} and other documents relating to the 1987 Refunding
Certificates to permit the issuance of the 1987 Refunding
Certificates in order to effectuate a defeasance of the callable
portion of the 1985 Refunding Certificates which mature on and
after vune 1, 1995.
NOW, ~ THEREI'CRE, to reduce debt service of the 1985 Refunding
Certificates resulting in cost savings for the benefit of the
people of tree City of Eugene, Qregon, 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, Qregon to approve of the issuance and sale of 1987
Advance Refunding Certificates of Participation in the approximate
amount of $8,025,00x.
NOW, THEREFQRE,~THE CITY OF EUGENE ODES ORDAIN AS FOLLOWS:
Section 1.
Issuance of Advance Refunding Bonds. The City
of the
refunding
Council of the City of Eugene, Oregan does hereby, ap~arove
issuance and sale of approximately $8, 025, 000 of advance
ORDINANCE -,Page 2.
certificates of participation ~ the "1987 Refunding Certificates" ~ .
The 1987 Refunding Certificates are to be issued for the purpose of
providing for the payment and retirement of the callable portion of
the 1985 Refunding Certificates and tv pay the costs of issuance of
the 1987 Refunding Certificates. The 1987 Refunding Certificates
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,
1987 until June 1, 2003, the date of final maturity of the
interest-bearing 1987 Refunding Certificates, or earlier if
redeemed, and zero coupon 1987 Refunding Certificates maturing
serially commencing June 1, 2004 until June 1, 2006, the date of
final maturity of such zero coupon 1987 Refunding Certificates, or
earlier if redeemed, The 1987 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
1987 Refunding Certificates shall be entitled "1987 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
1987 Refunding Certificates.
The 1987 Refunding Certificates shall be issued in fully
registered farm, shall be in denominations of Five Thousand Dollars
~ $5, Qo0 ~ each, or a nor in~.egral r~~ultiple thereof, shall be issued as
printed certificates, shall be dated as of May 1, 1987, except for .T
those 1987 Refunding Certificates maturing on or after June 1,
2004, 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
f; rst day of June, as fol? ows : .
Year
. Ammount Year
____ Amount
1989 $ 5,D00 1998 $570,D00
199D 5,OD0 1999 605,o0D
1991 5,0DD 2000 640,000
1992 l0,DD0 2DD1 685,400
1993 10,000 2D02 725,000
1994 1D,OOD 2003 770,000
1995 480,000 2004 82o,ooD
1996 510, o00 2005 a2 0, D0D
1997 540, oDD _ 2006 815, 000
ORDINANCE - Page 3.
Section 3. Authorization to Modify Principal Amount and
Maturities. The Clty Council hereby authorizes the Finance
Director to modify the principal amounts of the 1987 Refunding
Certificates' annual maturities in insubstantial amounts to provide
for any changes in the aggregate principal amount of 1987 Refunding
Certificates as may be required for the purchase of sufficient
Government Obligations for deposit into the 1987 Escrow Deposit
Fund .
Section 4. Payment of 1987 Refunding Certificates. The
principal of the 1987 Refunding Certificates shall be payable upon
presentation of the 1987 Refunding Certificates at maturity at the
office of the Certificate Paying Agent in Portland, Oregon.
Payment of each installment of interest 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 1987 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 Gregor, N.A. of Portland, Oregon, as the
Certificate Paying Agent and Certificate Registrar of the 1987
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
Aaminlstratlve Rule 1~D-~1-O10.
Section 6. Transfer or Exchange of 1987 Refunding -
Certif icates . The 1987 Refunding Certificates shall be .~
transferable, or subject to exchange, for fully registered 1987
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 Regis~.rar. mhe Certificate Registrar Shall
maintain a record of the names and addresses of the registered
owners of the 1987 Refunding Certificates . The records of
registered certificate ownership .are not public records within the
meaning of Cregan Revised Statutes 192.4104}.
All certificates issued upon transfer, or in exchange, for
1987 Refunding Certificates shall evidence the same debt and be
entitled to the same benefits as the 1987 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 or exchange any certificate after the
close of business on the 15th day of the month next preceding any
interest payr~ent date, or ~ 2 } to transfer or exchange any 1987 ~, - -
Refunding Certificate called or being called far redemption.
ORDINANCE -- _Page d .
Section 7. Budget Levy and Appropriation. Each year the City
shall in the manner and within the .time provided by law take al l
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
1987 Refunding Certificates and any Additional Rentals which will
be payable during such budget year, and to keep the appropriation
in full farce 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 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 1987 Refunding Certificates on the next
forthcoming interest payment date. 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 th e
principal of the 1987 Ro f,~ndi ng Certificates to be retired at the
next forthcoming principal maturity date. In determining the
amounts required for the deposits the City may consider an other
Y
sums then on deposit in the respective fund far the payment of
principal of and interest on the 1957 Refunding Certificates. The
funds so deposited are pledged irrevocably to be used only to pay
the ~ r_terest of and the pr~nci pal on the 1987 Refunding
Certificates. The amount 1n the Debt Service Reserve Fund shall
not exceed the maximum annual debt service due in any of the
maturity years of the uncalled portion of the 1985 Refunding
Certificates and the 1987 Refunding Certificates.
Section 9. 1987 Escrow Deposit Fund. The City hereby
authorizes the creation of a special, segregated and irrevocable
trust fund designated as the City of Eugene, Oregon 1987 Advance
Refunding Lease-Purchase Certificates of Participation Community
Conference Center} Escrow Fund the "1987 Escrow Deposit Fund"}.
The City shall cause ~ to be deposited to the Escrow Deposit Fund the
Governmental obligations has defined in the 1987 Escrow Deposit
Agreement dated as of May 1, 1987 between the City and the Trustee •
~ the "1987 Escrow Deposit Agreement" } } in such amount, term and_
rate of interest sufficient that the maturing principal and
ORDINANCE - Page 5.
interest to be payable on the Governmental Obligations is
sufficient to pay, as of any date of calculation, the outstanding
principal of and interest on the callable portion of the 1985
Refunding Certificates an June 1, 1994.
Section lo. 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 1987 Advance
Refunding Lease-Purchase Certificates of Participation tCommunity
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 to pay the costs of
issuance of the 1957 Refunding Certificates.
Section 11. Rebate Fund. The City hereby authorizes the
creation of a special, segregated and irrevocable trust fund
designated as the City of Eugene, Oregon 1987 Advance Refunding
Lease-Purchase Certificates of Participation ~Cammunity 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
rig~.t to call and redee a any or a~.l of the outstanding 1987 ~ -
Refunding Certificates maturing after June 1, 199G, in 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, 1997 at
the redemption prices expressed as a percentage of the principal
amount, except in the case of 1987 Refunding Certificates maturing
an ar after Jtne 1, 2oa4, in wt+ich event the redemption price is
expressed as a percentage of the Compound Accreted ~Ialue of such
1987 Refunding Certificates, as set forth below, together with
accrued interest:
Dates When Redeems.ble
on June 1, 1997 or December 1, 1997
on June 1, 1998 or December 1, 1998
Qn June 1, 1999 and thereafter at
Red emotion Pric e
102.0
lol.a~
100.0$
Notice of redemption ~ shall be given as provided in the Refunding
Indenture.
ORDINANCE -rPage G.
Section 14. 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 far 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 provisions of the Refunding
Indenture and pursuant to instructions contained in the 1987 Escrow
Deposit Agreement.
Section 15 . Use of Proceeds . The proceeds of the sale of the
1985 Refunding Certificates shall be applied as follows
~ a ~ The sum of $ G 30, 000 steal 1 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 1987 Refunding Certificates .
~b~ As provided in the 1987 Escrow Deposit Agreement,
there shall be deposited in the 1987 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 1987 Escrow Deposit Fund, shall pay the principal
of and interest on the callable portion of the outstanding
1985 Refunding Certificates as they mature to and including
June 1, 1995 and as are called for redemption on June 1, 1994.
~c} The balance of the 1987 Refunding Certificates
proceeds shall be deposited to the Costs of Issuance Fund as
dewined i n Section IC hereof and shall be disbursed to pay the
costs of issuance of the 1987 Refunding Certificates. Any
moneys remaining in the Costs of Issuance Fund after payment
of the costs of issuance of the 1987 Refunding Certificates
shall be transferred to the Principal Fund.
5ecti on 1G. ~~;r~h?e~ o f Govor ~~on± Obligations and 1987
Escrow Deposit agreement. The Trustee is authorized to purchase
the Government Obligations far the account of the 1987 Escrow
Deposit Fund.
Section 17. A~oroval of Documents. The City Council does
hereby approve of the terms and provision+s of the First
Supplemental Refunding Trust Indenture, the Second Amendment to the
Lease-Purchase Agreement, the Second Amendment to the
Intergovernmental Agreement, the 1987 Escrow Deposit Agreement, the
Purchase Agreement and the Investment Instructions, al 1 dated as of
May 1, 1987, 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 b the Cit
Y Y
Attorney. -~
ORDINANCE - ,Page 7.
Section 18. Form of 1987 Refunding Certificates. The 1987
Refunding Certificates shall be issued substantially in the form
set forth in the First Supplemental Refunding Trust Indenture.
Section 19. Printing of 1987 Refunding Certificates. The
City Manager is authorized to contract for the printing of the 1987
Refunding Certificates. The City Manager may provide for the
printing of, in addition to the original issue of 1987 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 1987 Refunding
Certificates. The additional certificates shall be dated as of
May 1, 1987, except in the case of 1987 Refunding Certificates
maturing on and after June 1, 2004, 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
1987 Refunding Certificates.
Section 2D , Arbitrage. The proceeds of the Advance Refunding
Certificates shall be used and invested in such manner that the
1987 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 21. Bond Counsel. Messrs. Rankin, vavRosky, Doherty,
~- MacColl & Mersereau of Portland, Oregon are hereby appointed Bond
Counsel for the issuance of the 1987 Refunding Certificates .
Section 22. Preliminary official Statement. The City shall
assist in the P reparation cf a Preliminary Official Statement for _
the 1987 Refunding Certificates which shall be available for -
distribution to prospective purchasers of the 1987 Refunding
Certificates. when advised by staff that the final Official
Statement does not contain any untrue statement af~a material fact
ar omit to state any material fact necessary to make the statements
contained i n the p+l i c? zl s tztemant 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
behal f of the City.
Section 23. Execution of Closing Documents. The City Manager
is authorized to execute the No-Arbitrage Certificate and an and
all additiona ~ y'
1 documents which r~~ay be reasonably required to issue ,
sell and deliver the 1987 Refunding Certificates.
Section 24. Emergency, In order that necessary procedures
may be carried through In an orderly manner prior to the issuance
of the 1987 Refunding Certificates herein authorized so that the
1987 Refunding Certificates may be issued promptly in order to
secure the maximum anticipated debt service savings,__an emergency
is hereby declared to exist znd this Drdinance shall be in full
ORDINANCE - Paae $.
r
1987 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 Mayar.
APPROVED BY THE MAYOR THIS
$ DAY of 19$7
t
May r
ORDINANCE -- Page 9 ,
PAS5ED BY THE CITY Cot3NCIL
$th:~ DAY of Anri~ 19$7