HomeMy WebLinkAbout2000-11 Sale of BondsRESOLUTION NO. 2000- It
A RESOLUTION OF TRF.. CITY COUNCIL OF THE
CITY OF ASHLAND, ACKSON COUNTY,
OREGON, AUTHORIZING THE SALE OF
GENERAL OBLIGATIONS $ONDS FOR FLOOD
RESTORATION PROJECTS, FIRE STATION AND
LIBRARY
BE IT RESOLVED by the City Council of the City of Ashland that:
1. Findings
The City Council finds as follows:
1.1. In May of 1997 a majority of the registered voters of the City cast ballots and a
majority of those casting ballots authorized the City to issue up to $1,250,000 of general
obligation bonds to finance flood restoration projects for the City. In 1997 the City issued
$1,080,000 of those bonds, $170,000 of that authority remains available.
1.2. In November of 1999 a majority of the registered voters of the City cast ballots and a
majority of those casting ballots authorized the City to issue up to $3,140,000 of general
obligation bonds to a fire station and related improvements. None of those bonds have
been issued.
1.3. In November of 1999 a majority of the regiStered voters of the City cast ballots and a
majority of those casting ballots authorized the City to issue up to $5,960,000 of general
obligation bonds to finance a city library and related improvements. None of those bonds
have been issued.
Section 2. Bonds ~kuthorized~
The City is hereby authorized to issue its General Obligation Bonds, Series 2000
(the "Bonds"). Bond proceeds may be used for tSe purposes specified in the ballots
approved by the voters at the elections described lin Section 1, above, and to pay costs of
issuing those bonds. The City Administrator or Assistant City Administrator (the "City
Official"), on behalf of the City and without further action by the City Council, may:
2.1. Participate in the preparation and authorize the distribution of a preliminary official
statement or other disclosure document for the Bonds;
2.2. Appoint a paying agent (the "Paying Agent") for the Bonds;
2.3. Prepare a notice of sale and advertise for bids for the Bonds, or select one or more
underwriters and negotiate the temts of, and execute, a Bond purchase agreement with the
those undcrwriten;
2.4. Apply for municipal bond insurance for the Bonds, expend Bond proceeds to pay
any bond insurance premium, and enter into related agreements.
Page 1 RESOLUTION
2.5. Determine whether the Bonds will be issued in one or more series, and establish the
principal amount, interest rates, redemption terms, paymant dates and other terms of the
Bonds. However, the Bonds shall not bear interest at an true interest cost of more than
seven percent per annum, and the City shall not issue the bonds authorized at the election
described in Section 1.3 if the Jackson County general obligation library bonds are
authorized at the May, 2000 election.
2.6. Undertake to provide continuing disclosure relating to the Bonds pursuant to
Section (b)(S) of Rule 15c2-12, as amended oftlie Securities Exchange Act of 1934;
2.7. Issue, sell and deliver the Bonds, and execUte and deliver any related certificates or
documents, and take any other action reasonably' required to carry out this resolution.
Section 3. Securit~ For Bonds.
The Bonds shall be general obligations of the City, and the full faith and credit of the City
are pledged to the successive owners of each of the Bonds for the punctual payment of
such obligations, when due. The City shall levy !mmually, as provided by law, a direct
ad valorera tax upon all of the taxable property within the City in sufficient amount, after
taking into consideration discounts taken and de|inquencies that may occur in the
payment of such taxes and other moneys avallabie for the payment of debt service on the
Bonds, to pay the Bonds promptly as they mature. The City covenants with the ownera of
the Bonds to levy such a tax annually during each year that any of the Bonds are
outstanding.
Section 4. Bond Book-Entry Form.
4.1. The Bonds shall be initially issued in book-entry form, with no Bonds being made
available to the Bondowners in accordance with the City's blanket letter of
representations to The Depository Trust Company, New York, New York CDTC"). So
long as the Bonds are in book-entry form:
4.1.1. Ownership of the Bonds shall be recolded through entries on the books of
banks and broker-dealer participants and correspondents that are related to entries on
the DTC system. The Bonds shall be initially issued in the form of a global bond for
each maturity. Each global bond shall be registered in the name of Cede & Co. as
nominee of DTC as the owner of the Bond, and such global bonds shall be lodged
with DTC until early redemption or maturity of the Bond issue.
4.1.2. The Registrar shall remit payment for the maturing principal and interest on the
Bonds to DTC as owner of the Bonds for distribution by the nominee to the beneficial
owners by recorded entry on the books of DTC participants and correspondents.
While the Bonds are in book-entry form, the Bonds will be available in
denominations of $5,000 or any integral multiple thereof.
4.2. Upon the resignation of any institution acting as depository hereunder, or if the City
determines that continuation of any institution in the role of depository is not in the best
interests of the beneficial owners, the City shall ~ttempt to identify another institution
qualified to act as depository hereunder or shall discontinue maintaining the Bonds in
book-entry form by resolution or ordinance. If the City is unable to identify such
Page 2 RESOLUTION F:~US~R~^U~.uS~o~ V~.~O 2o~
ruotutlot~c
successor depository prior to the effective date of the resignation, the City shall
discontinue maintaining the Bonds in book-entr~ form as provided above.
4.3. While the Bonds are in book-entry only form, the City and the Paying Agent shall
have no responsibility or obligation to any participant or correspondent of the depository
or to any beneficial owner on behalf of which such participants or correspondents act as
agent for the beneficial owner with respect to:
4.3.1. the accuracy of the records of the depository, the Nominee or any participant or
correspondent with respect to any beneficial 0wner's interest in the Bonds;
4.3.2. the delivery to any participant or correspondent or any other person of any
notice with respect to the Bonds, inchlding any notice ofprepayment;
4.3.3. the selection by the depository of the I)eneficial interest in Bonds to be
redeemed prior to maturity;, or
4.3.4. the payment to any participant, correspondent, or any other person other than
the registered owner of the Bonds as shown in the registration books maintained by
the Paying Agent, of any amount with respect to principal or interest on the Bonds.
4.4. So long as the Bonds are in book-entry form, the Paying Agent will give any notice
of redemption or any other notices required to be given to registered owners of Bonds
only to the depository or its nominee registered as the registered owner thereof. Any
failure of the depository to advise any of its participants, or of any participant to notify the
beneficial owner, of any such notice and its content or effect will not affect the validity of
the redemption of the Bonds called for redemption or of any other action premised on
such notice. Neither the City nor the Paying Age~nt is responsible or liable for the failure
of the depository or any participant to make any payment or give any notice to a
beneficial owner in respect of the Bonds or any error or delay relating thereto.
4.5. The City shall pay orlcause to be paid all principal and interest on the Bonds only to
or upon the order of the owner, as shown in the regis~ation books maintained by the
Paying Agent, 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.
4.6. The provisions of this Section maybe modified without the consent of the beneficial
owners in order to conform this Section to the standard practices of DTC for bonds issued
in book-entry form.
Section 5. Notice of Red,tmpfion of Bonds.
5.1. Notice of Redemption (DTC). So long as the Bonds are in book-entry form, the
Paying Agent shall notify DTC of any early redemption not less than 30 days prior to the
date fixed for redemption, and shall provide the information required under the blanket
letter of representations.
5.2. Notice of Redemption (No DTC). During any period in which the Bonds are not in
book-entry form, unless waived by any Owner of the Bonds to be redeemed, official
notice of any redemption of Bonds shall be given by the Paying Agent on behalf of the
Page 3 RESOLUTION
City by mailing a copy of an official redemption notice by first class mail postage prepaid
at such other address as is furnished in writing by such owner to the Paying Agent. The
City shall notify the Paying Agent of any intended redemption not less than 45 days prior
to the redemption date. All such official noticesof redemption shall be dated and shall
state:
5.2.1. the redemption date,
5.2.2. the redemption price,
5.2.3. if less than all outstanding Bonds are to be redeemed, the identification (and, in
the case of partial redemption, the respective principal mounts) of the Bonds to be
redeemed,
5.2.4. that on the redemption date the redemption price will become due and payable
upon each such Bond or portion thereof called for redemption, and that interest
thereon shall cease to accrue from and after Said date, and
5.2.5. the place where such Bonds are to be Surrendered for payment of the
redemption price, which place of payment shall be the principal office of the Paying
Agent.
5.2.6. Prior to any redemption date, the City shall deposit with the RegisWar an
amount of money sufficient to pay the redemption price of all the Bonds or portions
of Bonds which are to be redeemed on that date.
5.2.7. Official notice of redemption having been given as aforesaid, the Bonds or
portions of Bonds so to be redeemed shall, oa the redemption date, become due and
payable at the redemption price therein specified, and fi'om and after such date (unless
the City shall default in the payment of the redemption price) such Bonds or portions
of Bonds shall cease to bear interest. Upon surrender of such Bonds for redemption
in accordance with said notice, such Bonds shall be paid by the Registrar at the
redemption price. Installments of interest due on or prior to the redemption date shall
be payable as herein provided for payment of interest. Upon surrender for any partial
redemption of any Bond, there shall be prepared for the registered owner a new Bond
or Bonds of the same maturity in the amount of the unpaid principal. All Bonds
which have been redeemed shall be canceled and destroyed by the Registrar and shall
not be reissued.
Section 6. Authenfieation, Registration And Transfer.
6.1. No Bond shall be entitled to any right or bellefit under this resolution unless it shall
have been anthentieated by an authorized officer 0f the Paying Agent. The Paying Agent
shall authenticate all Bonds to be delivered at clqsing of the Bonds, and shall additionally
authenticate all Bonds properly surrendered for e~change or transfer pursuant to this
resolution.
Page 4 RESOLUTION
6.2. The ownership of all Bonds shall be entered in the bond register maintained by the
Paying Agent, and the City and the Paying Agenl may treat the person listed as owner in
the bond register as the owner of the BOhd for all purposes.
6.3. While the Bonds are in book-entry form, th, Paying Agent shall transfer Bond
principal and interest payments in the manner required by DTC.
6.4. If the Bonds cease to be in book-entry forms the Paying Agent shall mall each
interest payment on the interest payment date (or the next business day if the payment
date is not a business day) to the name and address of the Bondowners as they appear on
the bond register as of the fifteenth day of the month preceding an interest payment date
(the "Record Date"). ffpayment is so mailed, neither the City nor the Paying Agent shall
have any further liability to any party for such payment.
6.5. Bonds maybe exchanged for an equal principal amount of Bonds of the same
maturity which are in different denominations, and Bonds may be transferred to other
owners if the Bondowner submits the following to the Paying Agent:
6.5.1. written instructions for exchange or transfer satisfactory to the Paying Agent,
signed by the Bondowner or attorney in fact and guaranteed or witnessed in a manner
satisfactory to the Paying Agent; and
6.5.2. the Bonds to be exchanged or transferled.
6.6. The Paying Agent shall not be required to exchange or transfer any Bonds submitted
to it during any period beginning with a Record Date and ending on the next following
payment date; however, such Bonds shall be exchanged or transferred promptly following
that payment date.
6.7. The Paying Agent shall note the date ofauthentication on each Bond. The date of
authentication shall be the date on which the Botidowner's name is listed on the bond
register.
6.8. For purposes of this section, Bonds shall be considered submitted to the Paying
Agent on the date the Paying Agent actually receives the materials described in
Section 7.5.
6.9. The City may alter these provisions regarding registration and transfer by mailing
notification of the altered provisions to all Bondctwnen. 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.
Section 7. Form of Bonds; Execution.
The Bonds shall be in substantially the form attaChed hereto as Exhibit A, with such
changes as may be approved by the City Official.' The Bonds may be printed or
typewritten, and may be issued as one or more temporary Bonds which shall be
exchangeable for definitive Bonds when definitive Bonds are available. The Bonds shall
be executed on behalf of the City with the facsimile signatures of the Mayor and City
Recorder.
Page 5 RESOLUTION
Section 8. Tax-Exempt Status.
8.1. The City covenants to use the proceeds of~e Bonds, and to otherwise comply with
the provisions of the Internal Revenue Code of 1,986, as amended (the "Code"), so that
interest paid on the Bonds will not be includable~in gross income of the Bondowners.
The City specifically covenants:
8.1.1. to comply with the "arbitrage" provisigns of Section 148 of the Code, and pay
any rebates due to the United States on the gross proceeds of the Bonds;
8.1.2. to yield restrict and pay any rebates d~ to the United States on any
unexpended proceeds of the Series 1992 Bonds and the proceeds of the Bonds; and
8.1.3. to operate the facilities which were financed with the proceeds of the Bonds, so
that the Bonds are not "private activity bonds" under Section 141 of the Cede.
8.2. The City Official may enter into covenants on behaif ofthe City to protect the
tax-exempt status of the Bonds.
Section 9. Designation of Bonds as Qualified Tax-Exempt Obligations.
The City designates the Bonds as qualified tax-eXempt obligations pursuant to :
Section 265Co)(3) of the Code. The City covenants not to so designate tax-exempt
obligations in the current calendar year in an agg~'egate amount of more than $10,000,000.
The City (and all subordinate entities thereof, if any) does not reasonably expect to issue
more than $10,000,000 of tax-exempt obligations during the current calendar year.
This resolution was reed by title only in accordance with Ashland
Municipal Code §2.04.090 duly PASSED and ADOPTED this/~ day of May,
City Recorder
SIGNED and APPROVED this / 7day of
Mayor
Reviewed as to form:
City Attorney
Page 6 RESOLUTION
EXI-ImlT A
(Form of B~nd)
No. R-1
United States of ~merica
Jackson County, i Oregon
General ObligatiOn Bonds
Series 2000
Dated Date: ,2000
Interest Rate Per Annum: <<Coup0nRate>>%
Maturity Date: , <<MaturityYear>>
CUSIP Number: <<CUSIPNumbr~
Registered Owner: .... CEDE & CO.- ....
Principal Amount: .... <<PrincipalAmtSpelled>> DOLLARS .....
The City of Ashland, Jackson County, (~Xegon (the City*'), for value received,
acknowledges itself indebted and hereby promises to pay Io the Registered Owner hereof, or registered
assigns, the Principal Amount indicated above on the Matirity Date indicated above together with interest
thereon from the date hereof at the Interest Rate Per Annui~n indicated above, computed on the basis of a
360-day year of twelve 30-day months. Interest is payable semiannually on the first day of__ and the
first day of in each year until maturity or prior redemption, commencing , . Payment of
each installment of principal or interest shall he 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
Norwest Bank Minnesota, National Association (the "Registrar") as of the close of business on the fifteenth
day of the calendar month inunedlately preceding the applicable interest payment date. For so long as this
Bond is subject to a book-enU~-only system, principal and interest payments shall he paid on each payment
date to the nominee of the securities depository for the Boads. On the date of issuance of this Bond, the
securities depository for the Bonds is The Depository TruSt Company, New York, New York, and Cede &
Co. is the nominee of The Depository Trust Company. Such payments shell he made payable to the order
of "Cede & Co."
This Bond is one of the City's duly authorized series of $ aggregate principal
amount of General Obligation Bonds, Series 2000 (the "B~nds"), and is issued by the City for the pui~ose
of [ describe projects ] in fnll and strict accordance and conpliance with all o f the provisions of the
Constitution and Statutes of the State of Oregon and the Chr~ of the City.
This Bond is a general obligation of the City, and the full faith and credit of the City are
pledged to the successive owners of each of the Bonds forthe punctual payment of such obligations, when
due. The City shall levy annually, as provided by law, a direct ad valorem tax upon all of the taxable
property within the City ill SUffiCient amount, after t~lcing into consideration discounts taken and
delinquencies that may occur in the payment of such taxes and other moneys available for the payment of
debt service on the Bonds, to pay the Bonds promptly as they mature. The City has covenanted with the
owners of the Bonds to levy such a tax annually during each year that any of the Bonds are outstanding.
The Bonds are imtially issued as a book-cntry-oniy security issue with no certificates
provided to the beneficial owners. Records of ownership 0fbene~cial interests in the Bonds will bc
maintained by The Depository Trust Company and its participants.
Should the book-entry only security system he discontinued, the Bonds shah he issued in
the form of registered Bonds without coupons in denominations of $5,000 or any integral multiple thereof.
Such Bonds may he exchanged for Bonds of the same aggregate principal amount, interest rate and
maturity date, but different authorized denominations, as provided in the Resolution.
Page 1 Bond Form
The Bonds shall mato~ and be subject tO redemption as provided in the final official
statement for the Bonds which is dated ,2000.
Unless the book-entry-only system is discontinued, notice of any call for redemption
shall be given as required by the Bhnket Issuer Letter of Representations to The Depository Trust
Company, as referenced in the Resolu~on~ Interest on any Bond or Bonds so called for redemption shall
cease on the redemption date designated in the notice. Th~ Regislnr will notify The Depository Trust
Company of any Bonds called for redemption not less than 30 days prior to the date fixed for redemption.
Notice of redemption shall be published as provided by laW. If the book-entry-only system is discontinued,
notice ofredemptinn shall be given by certified or registered mail not less than thirty days nor mere than
sixty days prior to the date fixed for redemption to the Registered Owner of each Bond to be redeemed at
the address shown on the Bond register; however, any failla'e to give notice shall not invalidate the
redemption of the Bonds..
Any exchange or transfer of this Bond must be registered, as provided in the Resolution,
upon the Bond register kept for that purpose by the Registsar. The exchange or transfer of this Bond may
be registered only by surrendering it., together with a written instrument of exchange or transfer which is
satisfactory to the Registrar and which is executed by the r~gistered owner or duly authorized attorney.
Upon regislration, a new registered Bond or Bonds, of the same series and maturity and in the same
aggregate principal amount, shah be issued to the transferee as provided in the Resohition. The City and
the Regislrar may treat the person in whose name this Bond is registered on the Bond register as its
absolute owner for all proposes, as provided in the Resnlulion.
IT IS HEREBY CERTIFIED, RECITED, AND DECLARED that all conditions, acts,
and things required to exist, to happen, and to be perform~ precedent to and in the issuance of this Bond
have existed, have happened, and have been performed in due time, form, and manner as required by the
Constitution and Statutes of the State of Oregon and the Chner of the City; that the issue of which this
Bond is a part, and all other obligations of such City, are within every debt limitation and other limits
prescribed by such Constitution, Statutes and Charter.
IN WITNESS WHEREOF, the City Council has caused this Bond to be signed by
facsimile signature of its Mayor and attested by facsimile Signature of its Recorder as of the date indicated
above.
City~ofAshland,
JackSon County, Oregon
MaWr
Recorder
Page 2 Bond Form
THIS BOND SHALL NOT BE VALID UNLESS pROPERLY AUTHENTICATED BY THE REGISTRAR IN
THE SPACE INDICATED BELOW.
CERTIFICATE OF AUTHENTICATION
This is one of the $ a~gx~gnte principal amount of City of Ashland, Oregon General Obligation Bonds,
Date ofauthenticaflon: ,2000.
Authorized Officer
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned Sells, $ssigns and transfers unto
(P]easc insert social security or o~her idmmtif~nE number of assignee)
this Bond and does hereby irrevocably constitute and appoint i
this Bond on the books kept for registration thereof with the full power of substitution in the premises.
NOTICE: The signature to this assignment must c~ with the rmme of the registered owner as it ~pp~rs upon the face of this
Bond in every particuhr, without alteration or enlargement or any changa whatever.
NOTICE: Signature(s) must be guaranteed by a member of the New Yodc Signature Guaranteed
Stock Exchange or a cowwnercial bank or in:st company
(Bank, Trust Company or Brokerage Firm)
Authorized Officer
The following abbreviations, when used in the insa~-iption on the face of this Bond, shall be construed as though
they were w~tten out in full according to aN)llcable laws if/regnlatiens.
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with fight of survivorship
OREGON CUSTODIANS uSe tile following
as custodian for (name of minor)
MIN
Additional abbrevia6ons tray also be used though not in the list above
Page 3 Bond Form