Loading...
HomeMy WebLinkAbout1992-50 Bond SaleRESOLUTION NO. 92-50 RESOLUTION OF THE CITY OF ASHLAND AUTHORIZING THE ISSUANCE AND NEGOTIATED SALE OF GENERAL OBLIGATION ADVANCE REFUNDING BONDS, SERIES 1992; TO ADVANCE REFUND AND TO IRREVOCABLY CALL FOR REDEMPTION THE GENERAL OBLIGATION HYDROELECTRIC BONDS, SERIES 1983 AND THE GENERAL OBLIGATION WATER REFUNDING BONDS, SERIES 1985; AUTHORIZING ESCROW AGREEMENT; AUTHORIZING EXECUTION OF BOND PURCHASE AGREEMENT; APPOINTING AN EXPERT ADVISOR. Oregon Revised Statutes Sections 288.605 to 288.695 authorizes the issuance of bonds to advance refund outstanding bonds. The City of Ashland, Jackson County, Oregon (the "City"), is advised that debt service savings may be achieved by advance refunding the interest due and the callable portions of the outstanding principal of the City's General Obligation Hydroelectric Bonds, Series 1983 maturing March 1, 1994 through and including March 1, 2004 (the "Series 1983 Prior Bonds") and of the City's General Obligation Water Refunding Bonds, Series 1985 maturing September 1, 1995 through and including September 1, 2002 (the "Series 1985 Prior Bonds") (collectively referred to herein as the "Prior Bonds"). The Series 1983 Prior Bonds issued as of September 1, 1983 in the principal amount of $700,000 and the proceeds thereof were expended for the purpose of financing the design, construction and reinstallation of a hydroelectric generator and to pay the costs of issuance of the Series 1983 Prior Bonds. The Series 1983 Prior Bonds maturing March 1, 19!95 through and including March 1, 2004 are first subject to call and optional redemption on March 1, 1994 in the principal amount of $500,000. The Series 1985 Prior Bonds issued as of September 1, 1985 in the principal amount of $1,690,000 and the proceeds thereof were expended for the purpose of refunding the City's outstanding General Obligation Water Bonds, Series 1982 and to pay the costs of issuance of the Series 1985 Prior Bonds. The Series 1985 Prior Bonds maturing September 1, 1996 through and including September 1, 2002 are first subject to call and optional redemption on September 1, 1995 in the principal amount of $1,035,000. The proceeds of the General Obligation Advance Refunding Bonds, Series 1992 (the "Series 1992 Bonds") will be for the purpose of providing funds sufficient (1) to pay the :interest due on the Series 1983 Prior Bonds to and including March 1, 1994; (2) to pay the princ, ipal amount of the Series 1983 Prior Bonds maturing March 1, 1993 and March 1, 1994; (3) to pay on March 1, 1994 the redemption amount of the Series 1983 Prior Bonds maturing March 1, 1995 through March 1, 2004; (4) to pay the interest due on the Series 1985 Prior Bonds to and including September 1, 1995; (5) to pay the principal amount of the Series 1985 Prior Bonds maturing September 1, 1993, September 1, 1994 and September 1, 1995; (6) to pay on September 1, 1995 the redemption amount of the Series 1985 Prior Bonds maturing September 1,, 1996 through RESOLUTION - Page 1 (pp)jps~bnd~ashland~a-ref-92~reso.192 September 1, 2002; and (5) to pay the costs of issuance of the Series 1992 Bonds. The Series 1992 Bonds will be issued as general obligations of the City payable from ad valorem taxes levied upon all taxable property within the City without limitation as to rate or amount, to the extent sufficient revenues are not available from other sources. The Prior Bonds are payable from these same sources of funds. THE CITY OF ASHLAND, OREGON RESOLVES AS FOLLOWS: Section 1. Issuance of Series 1992 Bonds. The City authorizes the issuance: and the private negotiated sale of not to exceed $2,200,000 General Obligation Advance Refunding Bonds, Series 1992. The Series 1992 Bonds shall be issued in denominations of $5,000 each, or integral multiples thereof, as negotiable general obligation bonds of the City and shall bear interest at a true effective rate not to exceed six and one-half percent (6.5%) per annum payable semiannually. The Series 1992 Bonds shall be sold at not less than ninety eight percent (98.0%) of par value. The City authorizes the Director of Finance or the City Administrator (the "Authorized Representative") to determine and designate the principal amount, dated date, the maturity dates, the principal serial maturities, the optional redemption dates and premiums, if any, and the term bond maturity or maturities, with or without premium, and to fix the interest payment dates and to determine such other provisions as are deemed necessary and desirable for the sale and issuance of the Series 1992 Bonds. Section 2. Title and Execution of Series 1992 Bonds. The Series 1992 Bonds shall be entitled "City of Ashland, Jackson County, Oregon General Obligation Advance Refunding Bonds, Series 1992" and shall bear the manual signature or the facsimile signature of the Mayor of the City and the manual signature or the facsimile signature of the City Recorder. The Series 1992 Bonds shall be issued in fully registered form and may be issued in book-.entry form as a single typewritten bond for each single maturity in the registered name of the nominee of The Depository Trust Company, New York, New York. Section 3. Book-Entry-Only System. Ownership of the Bonds may be recorded through entries on the books of banks and broker-dealer participants and correspondents that are related to entries on The Depository Trust Company book-entry-only system. If issued in book-entry form, the Bonds shall be issued in the form of a separate single fully registered type-written bond for each maturity of the Bonds (the "Global Certificates"). Each Global Certificate shall be registered in the name of Cede & Co. as nominee (the "Nominee") of The Depository Trust Company (the "Depository") as the "Registered Owner", and such Global Certificates shall be lodged with the Depository until redemption or maturity of the Series 1992 Bond issue. The Paying Agent shall remit payment for the maturing principal and interest on the Series 1992 Bonds to the Registered Owner for distribution by the Nominee for the benefit of' the bondholder (the "Beneficial Owner" or "Record Owner") by recorded entry on the books of the Depository participants and correspondents. While the Series 1992 Bonds are in book-en~,-only form, the Series 1992 Bonds will be available in denominations of $5,000 or any integral multiple thereof. RESOLUTION - Page 2 (pp)jps\bnd~ashland~-ref-92¥eso. 192 The Authorized Representative shall file with the Depository a Letter of Representations to induce the Depository to accept the Series 1992 Bonds as eligible for deposit at the Depository. The Underwriter for the Series 1992 Bond issue is authorized to provide the Depository with the Preliminary Official Statement, together with the completed Depository:'s underwriting questionnaire. The execution and delivery of the Letter of Representations and the providing to the Depository of the Preliminary Official Statement and the underwriting questionnaire shall not in any way impose upon the City any obligation whatsoever with respect to persons having interests in the Series 1992 Bonds other than the Registered Owners of the Series 1992 Bonds as shown on the registration books maintained by the Paying Agent and Bond Registrar. The Paying Agent and Bond Registrar, in writing, shall accept the book-entry-only system and shall agree to take all action necessary to at all times comply with the Depository's operational arrangements for the book-entry-only system. The Authorized Representative may take all other action to qualify the Series 1992 Bonds for the Depository's book-entry-only system. In the event: (a) the Depository determines not to continue to act as securities depository for the Series 1992 Bonds, or (b) the City determines that the Depository shall no longer so act, then the City will discontinue the book-entry-only system with the Depository. If the City fails to identify another qualified securities depository to replace the Depository, the Series 1992 Bonds shall no longer be a book-entry-only issue but shall be registered in the registration books maintained by the Paying Agent and Bond Registrar in the name of the Registered Owner as appearing on the registration books of the Paying Agent and Bond Registrar and thereafter in the name or names of the owners of the Series 1992 Bonds transferring or exchanging Series 1992 Bonds in accordance with the provisions of Section 9 herein. With respect to Bonds registered in the registration books maintained by the Paying Agent and Bond Registrar in the name of the Nominee of the Depository, the City, and the Paying Agent and Bond Registrar 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 Registered Owner with respect to: (i) the accuracy of the records of the Depository, the Nominee or any participant or correspondent with respect to any ownership interest in the Series 1992 Bonds, (ii) the delivery to any participant or correspondent or any other person, other than a Registered Owner as shown in the registration books maintained by the Paying Agent and Bond Registrar, of any notice with respect to the Series 1992 Bonds, including any notice of redemption, RESOLUTION - Page 3 (pp)jps\bnd\ashland~a-ref-92~reso. 192 (iii) the selection by the Depository of the beneficial interest in Series 1992 Bonds to be redeemed in the event the City redeems the Series 1992 Bonds in part, or (iv) the payment to any participant, correspondent or any other person other than the Registered Owner of the Series 1992 Bonds as shown in the registration books maintained by the Paying Agent and Bond Registrar, of any amount with respect to principal or interest on the Series 1992 Bonds. Notwithstanding the book-entry-only system, the City may treat and consider the Registered Owner in whose name each Series 1992 Bond is registered in the registration books maintained by the Paying Agent and Bond Registrar as the Registered Oyster and absolute owner of such Series 1992 Bond for the purpose of payment of principal and interest with respect to such Series 1992 Bond, or for the purpose of giving notices of redemption and other matters with respect to such Series 1992 Bond, or for the purpose of registering transfers with respect to such Series 1992 Bond, or for all other purposes whatsoever. The City shall pay or cause to be paid all principal of and interest on the Series 1992 Bonds only to or upon the order of the Registered Owner, as shown in the registration books maintained by the Paying Agent and Bond Registrar, or their representative 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. Upon delivery by the Depository to the City and to the Registered Owner of a Series 1992 Bond of written notice to the effect that the Depository has determined to substitute a new nominee in place of the Nominee then the word "Nominee" in this Resolution shall refer to such new nominee of the Depository, and upon receipt of such notice, the City shall promptly deliver a copy thereof to the Paying Agent and Bond Registrar. Section 4. Principal Amount. The principal amount of the Series 1992 Bond shall be sufficient for the purchase of United States Treasury Obligations (the "Government Obligations") for deposit into the Escrow Deposit Fund under the Escrow Deposit Agreement between the City and the Escrow Agent and to pay the costs of issuance of the Series 1992 Bonds. Section 5. Optional Redemption. The Series 1992 Bonds may be subject to optional redemption at par value together with accrued interest to the date fixed for the redemption, in whole, or in part, in integral multiples of $5,000, and by lot within a maturity as determined by the Authorized Representative. Notice of redemption shall be published as provided by law and shall be given by registered or certified mail not less than thirty (30) days nor more than sixty (60:) days prior to the date fixed for redemption to the registered owners of each Series 1992 Bond to be redeemed at the address shown on the registration books of the Paying Agent and the Bond Registrar acting for and on behalf of the City. In addition, the notice of redemption shall be mail[ed to Moody's Investors Service, Inc., New York City, New York and to Standard and Poor's Corporation, New York City, New York. RESOLUTION - Page 4 (pp)jps~bnd¢~shland~a-ref-92~reso.192 Section 6. Payment of Series 1992 Bonds. If the book-entry-system has been discontinued, then the principal of the Series 1992 Bonds shall by payable upon presentation of the Series 1992 Bonds at maturity at the principal corporate trust office of the Paying Agent in Portland, Oregon. Payment of each installment of interest due each year shall be made by check or draft of the Paying Agent mailed on each interest payment date to the registered owner thereof whose name and address appears on the registration books of the City maintained by the Paying Agent as of the close of business on the 15th day of the month next preceding any interest payment date. Section 7. Form of Series 1992 Bonds. The Series 1992 Bonds shall be issued substantially in the form as approved by the Authorized Representative. Section 8. Appointment of Paying Agent and Bonds Registrar. ~Ihe Authorized Representative is authorized to designate a Paying Agent and Bond Registrar of the Series 1992 Bonds. The Authorized Representative is authorized to negotiate and execute on behalf of the City the Paying Agent and Bond Registrar Agreement. This Agreement shall provide for compliance with Oregon Administrative Rule 170-61-010. In addition, the Cil~y requests and authorizes the Paying Agent and Bond Registrar to execute the Certificate of Authentication as of the date of delivery of the Series 1992 Bonds. Section 9. Transfer of Series 1992 Bonds. If not issued in book-entry form or if the book- entry system is discontinued the Series 1992 Bonds will be issued in certificate florin. Then the Series 1992 Bonds are transferable, or subject to exchange, for fully registered Series 1992 Bonds in the denomination of $5,000 each 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 Bond Registrar. The Bond Registrar shall maintain a record of the names and addresses of the registered owners of the Series 1992 Bonds. The records of the registered bond ownership are not public records within the meaning of Oregon Revised Statutes 192.410(4). All bonds issued upon transfer of or in exchange for Series 1992 Bonds shall be valid general obligations of the City evidencing the same debt and shall be entitled to the same benefits as the Series 1992 Bonds surrendered for such exchange or transfer. Ail fees,, expenses and charges of the Paying Agent and Bond Registrar shall be payable by the Cil~y. The Bond Registrar shall not be required to transfer or exchange any Series 1992 Bond after the close of business on the 15th day of the month next preceding any interest payment date or transfer or exchange any Series 1992 Bond called or being called for redemption. Section 10. Printing of Series 1992 Bonds. If the Series 1992 Bonds are not in book-entry form, then the Authorized Representative is authorized to contract for the printing of the Series 1992 Bonds. The Authorized Representative may provide for the printing of, in addition to the original issue of Series 1992 Bonds, if any, additional bonds to be printed in bhmk form as to registration and to be designated by appropriate number for the Bond Registrar for delivery to the registered owner upon transfer or exchange of Series 1992 Bonds. The additional bonds shall bear the dated date of the Series 1992 Bonds, shall be signed by the manual or facsihnile signature RESOLUTION - Page 5 (pp)jps~bnd~shland~a-ref-92~reso.192 of the Mayor of the City and by the manual or facsimile signature of the City Recorder and the Paying Agent and Bond Registrar shall manually sign the Certificate of Authentication as of the date of delivery or transfer of the Series 1992 Bonds. Section 11. Tax Levy and Pledge. The City shall levy annually, as provided by law, a direct ad valorem tax upon all of the taxable property within the City in sufficient amount, without limitation, to pay the principal of and interest on the Series 1992 Bonds promptly as they become due and payable, to the extent sufficient revenues are not available from other sources. The City covenants with the owners of the Series 1992 Bonds to pledge such ad valorem t~es in sufficient amount to pay the principal of and interest on the Series 1992 Bonds as they respectively become due and payable. Section 12. Covenant as to Arbitrage. The proceeds of the Series 1992 Bonds shall be used and invested in such manner that the Series 1992 Bonds shall not become "arbitrage bonds" within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended (the "Code"), and the applicable regulations. The City covenants that, within its lawful powers, it will not do, and will refrain from doing, anything in the issuance of the Series 1992 Bonds and in the investment and expenditure of the proceeds thereof which would result in the interest on the Series 1992 Bonds becoming taxable for federal income tax purposes. Section 13. Compliance With Refunding Plan. The City shall enter into an Escrow Deposit Agreement for the establishment of an Escrow Deposit Fund to which shall be deposited sufficient proceeds from the Series 1992 Bonds to acquire Government Obligations to provide funds sufficient to pay the interest due and to pay at maturity or earlier redemptic,n the principal amounts owing on the Prior Bonds after the date hereof. The Authorized Representative is authorized to designate and appoint an Escrow Agent to administer the Escrow Deposit Fund. The Authorized Representative is authorized to execute the Escrow Deposit Agreement for and on behalf of the City. Section 14. Irrevocable Call and Redemption of Prior Bonds. The Series 1983 Prior Bonds are first subject to optional call and redemption on March 1, 1994 at par value. The City does irrevocably call and redeem on March 1, 1994 at par value the principal of the Series 1983 Prior Bonds maturing March 1, 1995 to and including the final maturity of March 1, 2004 in the principal amount of $500,000. The Series 1985 Prior Bonds are first subject to optional call and redemption on September 1, 1995 at par value. The City does irrevocably call and redeem on September 1, 1995 at par value the principal of the Series 1985 Prior Bonds maturing September 1, 1995 to and including the final maturity of September 1, 2002 in the principal amount of $1,035,000. This irrevocable call and redemption of the Prior Bonds is subject to the sale and delivery of the Series 1992 Bonds and the full funding of the Escrow Fund as provided in the Escrow Deposit Agreement. Section 15. Effect of Refunding on Prior Bonds. The City determines that,, upon deposit into the Escrow Deposit Fund of Government Obligations in an amount calculated to be sufficient to pay the interest on the Prior Bonds and the refunded principal of the Prior Bonds, RESOLUTION - Page 6 (pp)jps\bnd~ashland~a-ref-92~reso.192 such deposit shall fully defease the Prior Bonds. The funds on deposit in the Escrow Deposit Fund for the redemption and payment of the refunded principal of such Prior Bonds shall be deducted from the amount of outstanding indebtedness of the City. In addition., such refunded principal amounts of the Prior Bonds shall be deemed fully defeased for the purpose of any statutory debt limitation. Section 16. Appointment of Expert Advisor. Moore Breithaupt & Associates, Inc. is hereby appointed the Expert Advisor to the City for the issuance of the Series 1992 Bonds. Section 17. Preliminary and Final Official Statement. The City shall cause Moore Breithaupt & Associates, Inc. to prepare a preliminary official statement for the Series 1992 Bonds which shall be available for distribution to prospective investors. In addition, an official statement shall be prepared and ready for delivery to the purchasers of the Series 1992 Bonds no later than the seventh (Tth) business day after the sale of the Series 1992 Bonds. When advised 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, the Authorized Representative is authorized to certify the accuracy of the official statement on belhalf of the City. Section 18. Closing of the Sale and Delivery of the Series 1992 Bonds. The Authorized Representative is authorized to negotiate with the Underwriter as to the terms and conditions of a Bond Purchase Agreement providing for the negotiated sale of the Series 1992 Bonds. The Authorized Representative is authorized to execute the Bond Purchase Agreement for and on behalf of the City and to execute such additional documents, including a Certificate as to Arbitrage, and any and all other things or acts necessary for the sale and delivery of the Series 1992 Bonds as herein authorized including the funding of the Escrow Deposit Fund for defeasance of the Prior Bonds. Such acts of the Authorized Representative are for and on behalf of and are authorized by the City. Passed by the City Council of the City of Ashland this 6th day of October, 1992. AYES NAYS ABSTAIN Signed and approved by the Mayor this 6th day of October, 1992. Mayor ATI~ST: City Recorder RESOLUTION - Page 7 (pp)jps~bndba.,;hland~a-ref-92¥eso.192