Resolution No. 90-45 CITY OF TIGARD, OREGON
RESOLUTION NO. 9O-LIQ
A RESOLUTION AUTHORIZING ISSUANCE OF GENERAL OBLIGATION
IMPROVEMENT BONDS
WHEREAS, the City will be receiving applications to pay local
improvement district assessments in installments for the Pacific
Corporate Center Project; and,
WHEREAS, the City Council has determined that improveauent bonds
should be issued for those applications,
NOW, THEREFORE, BE IT RESOLVED by the Tigard City Council that;
1. Issue. The City shall issue its General Obligation
Improvement Bonds (Pacific Corporate Center Project), Series
1990 (the "Bonds") . The Bonds shall be in the principal
amount of not more than Two Million Two Hundred Forty-four
Thousand Dollars ($2,244,000), and shall be dated, be in
denominations, shall bear interest and shall mature on
the terms established by the Director of Finance pursuant to
Section 9 of this resolution.
2. Redemption. The Bonds shall be subject to redemption on the
terms established by the Director of Finance pursuant to
Section 9 of this resolution.
3. Notice of Redemption. Unless waived by the registered owner
of the Bond or Bonds to be redeemed, official notice of any
such redemption shall be given by the City's paying agent
and registrar (the "Registrar") on behalf of the City by
mailing a copy of an official redemption notice by
registered or certified mail at least 30 days and not more
than 60 days prior to the date fixed for redemption to the
registered owner of the Bond or Bonds to be redeemed at the
address shown on the Bond Register or at such other address
as is furnished in writing by such .registered owner to the
Registrar, or as otherwise required by law.
a. All official notices of redemption shall be dated and
shall state:
i. the redemption date,
ii. the redemption price,
.iii. if less than all outstanding Bonds are to be
redeemed, the identification (and, in the case of
partial redemption, the respective principal
amounts) of the Bonds to be redeemed,
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iv. 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
V. the place where such Bonds are to be surrendered
for payment of the redemption price, which place
of payment shall be the principal corporate trust
office of the Registrar.
b. Prior to any redemption date, the City shall deposit
with the Registrar 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.
C. Official notice of redemption having been given as
aforesaid, the Bonds or portions of Bonds so to be
redeemed shall, on the redemption date, become due and
payable at the redemption price therein specified, and
from 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
surrende=r 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 cancelled and destroyed by the 'Registrar and
shall not be reissued.
4. Security. The City has assessed benefited properties for
the costs of local improvements, and will receive
applications to pay assessments in installments in an amount
at least equal to the principal amount of the Bonds prior to
issuance of the Bonds. All installment asa=ssment payments
shall be placed in the Redemption Fund and applied to the
payment of principal and interest on the Bonds. 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 annually, as
provided by law, a direct ad valorem tax upon all of the
taxable property within the City in sufficient amount, after
taking into consideration discounts taken and delinquencies
that may occur in the payment of such taxes and other monies
available for the payment of debt service on the Bonds, to
pay the Bonds promptly as they mature. The City covenants
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3
with the owners of its Bonds to levy such a tax ennually
during each year that any of the Bonds, or Bonds issued to
refund them, are outstanding.
S. Form of R2oistered Bonds. The City may issue the Bonds as
one or more typewritten, temporary Bonds which shall be I
exchangeable for definitive Bonds when definitive Bonds are
available. The Bonds shall be in substantially the form
attached hereto as ,Exhibit B.
6. Authentication• Re4Tistration and T3ansfor.
a. No Bond shall be entitled to any right or benefit under
this resolution (the "Resolution") unless it shall have
been authenticated by an authorized officer of the
City's paying agent and registrar (the "Registrar").
The Registrar shall authenticate all Bonds to be
delivered ^f thi^ bond endax,a all
additionally authenticate all Bonds properly
surrendered for exchange or transfer pursuant to this
Resolution.
b. All Bonds shall be in registered form. The City hereby
appoints United States National Bank of Oregon as
Registrar for the Bonds. A successor Registrar may be
appointed for the Bonds by ordinance or resolution of
the C.tty. The Registrar shall provide notice to
Bondowners of any change in the Registrar not later
than the bond payment date following the change in
Registrar,
C. The ownership of all Bonds shall be entered in the bond
register maintained by the Registrar, and the City- and
the Registrar may treat the person listed as owner in
the bond regiater as the owner of the Bond for all
puiposes.
d. The registrar shall mail each :interest payment on the
interest payment date (or the next business day if the
interest payment date is not a business day) to the
registered owner at the address appearing on the bond
register as of the fifteenth day of the month preceding
an interest payment date (the "Record Date"). If
payment is so mailed, neither the Cit}- nor the
Registrar shall have any further liability to any party
for such payment.
e. Bonds may be exchanged for an equal principal a,nount 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
Registrar:
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i. written instructions for exchange or transfer
satisfactory to the Registrar, signed by the
Bondowner or his attorney in fact and guaranteed
or witnessed in a manner satisfactory to the
Registrar; and
ii. the Bonds to be exchanged or transferred.
f. The Registrar 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.
a. The Registrar shall rote the date of authentication on
each Bond. The date of authentication shall be the
date on which the Bondowner's name is listed on the
bond register.
h. For purposes of this section, Bonds shall be considered
submitted to the Registrar on the date the Registrar
actually receives the materials described in subsection
E. of this section.
i. The City may alter these provisions regarding
registration and transfer by mailing notification of
the altered provisions to all Bondowners. The altered
provisions shall take effect on the date started in the
notice, which shall not be earlier than 45 days after
notice is mailed.
7. Maintenance of Tax-Exemot Status. The City covenants for
the benefit of the Ov..ners of the Bonds to comply w5.th all
provisions of the Internal Revenue Code of 1985, as amended,
(the "Code") which are required for bond interest to be
excluded from gross income for federal income tax purposes.
The City makes the following specific covenants with respect
to the Code:
a. The City shall. not take any action or omit. any action,
if it would cause the Bonds to become "arbitrage bonds"
under Section 148 of the Code.
b. The City shall operate the facilities financed with the
Bonds so that the Bonds are not "private activity
bonds" within the meaning of Section 141 of the Code.
The covenants contained in th..s section and any co,.renants in
the closing documents for the Bonds shall constitute
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contracts with the owners of the Bonds, and shall be
enforceable by them.
B. Designation of Bonds as Qualified Tax-Exempt Obligations.
The City designates the Bonds as "qualified tax-exempt
obligations" pursuant to Section 265(b)(3) of the Code. The
City covenants not to so designate tax-exempt obligations in
the current calendar year in an aggregate amount of more
than $10,000,000. The City (including any subordinate
entities) does not reasonably expect to issue more than
$5,000,000 of tax-exempt obligations during the current
calendar year.
9. Sale of Bonds. The Finance Director shall establish the
sale date, payrmcnt dates, maturity schedule, interest
payment dates, redemption provisions, and other terms on
which the Bonds shall be offered for sale, and shall cause a
notice of sale (or summary) incorporating those terms to be
published in the Tigard Tunes and in Lhe Daily ,journal of
Crvrflrc , Portland, Oregon, as provided by law. The notice
of sale shall be in substantially the form attached hereto
as Exhibit A, with such changes as the Director of Finance
may approve. The Director of Finance may, on behalf of the
City, award the sale of the Bonds to the bidder offering the
most favorable bid to the City in accorda_xce with the notice
of sale, and take all desirable action to issue, sell and
deliver the Bonds, without additional action by the City
Council. The Director of Finance shall report the results
of the sale to the City Council promptly.
PASSED: Thus 25th_day of jure, 1990.
i
Mi c , City of Tigard
ATTEST:
r
L-I
r_y Recorder, City of TAgard
Page 5 - Resolution HWH\hwr0038.re*
EXHIBIT A
OFFICIAL NOTICE OF BOND H*YE
c
CITY OF TIGARD
COUNTY OF WASHINGTON
STATE OF OREGON
GENERAL OBLIGATION IMPROVEMENT BONDS
(PACIFIC CORPORATE CENTER PROJECT)
SERIES 1990
NOTICE IS HEREBY GIVEN that sealed bids will be
received on behalf of the City of Tigard, Washington County,
Oregon (the "City") , for the purchase of the City's Genera.
Obligation Improvement Bonds (Pacific Corporate Center Project),
Series 1990 (the "Bonds"), until o'clock a.m. (Pacific Time)
on , 1990, at -, Portland, Oregon, at which
time they will be publicly opened and announced.
The bids shall be considered and acted upon by the City
within four hours.
ISSUE; The :Issue shall be in the aggregate principal
amount of DOLLARS ($____) consisting of
registered Bonds in denominations of Five Thousand Dollars
($5,000), or integral multiples thereof, all dated
1990.
INTEREST RATE: The maximum interest rate shall not
exceed a true interest cost of ton percent (10%) per annum.
Interest is payable semiannually on 1 and 1 of
each year until maturity or prior redemption, commencing
1, 1990. Bidders must specify the interest rate or rates which
the Bonds hereby offered for sale shall bear. The bids shall
comply with the following conditions: (1) each interest rate
specified in any bid must be a multiple of one thousandth (•001)
of one percent (1%); (e) no Pond shall bear more than one rate of
interest; (3) each Bond shall bear interest from its date to its
stated maturity date at the interest rate specified in the bid;
(4) all Bonds maturing at any one time shall bear the same rate
of interest; (5) the interest rate bid for any maturity shall not
be less than the rate bid for any prior maturity.
MATURITIES% The Bonds shall mature on the first day of
in each year as follows:
Page 6 _. Resolution
Date Amount Date Amotxrt
[to be completed by the Director of Finance]
REGISTRATION: The Bonds will be issued in fully
registered form, and may be exchanged at the expense of issuer
for similar. Bonds of different authorized denominations. Bonds
may not be converted to bearer form.
REDEMPTION: The City reserves the right to redeem all
or any portion of the Bonds maturing on [to be completed by the
Director of Finance].
REDEMPTION NOTICE; Notice of any call for redemption,
unless waived by the registered owners of the Bond or Bonds to be
redeemed, shall be mailed not less than thirty days and not more
than sixty days prior to such call to the registered owners of
the Bonder, and otherwise given as required the authorizing bond
resolution and by law; however, any failure to give notice shall
not invalidate the redemption of the Bonds. All Bonds called for
redemption shall cease to bear interest from the date designated
in the notice.
PAYMENT: Principal and interest are payable, Either at
maturity or upon earlier redemption, by check or draft through
the principal corporate trust office of the registrar and paying
agent of the City, which is currently United States National Bank
of Oregon, in Portland, Oregon.
PURPOSE: The Bonds are being issued to finance local
improvements.
SECURITY-. The Ci-y has assessed benefited properties
for the costs of local improvements and has received applications
to pay --.assessments in installments. All assessment installments
will be placed in the Bond Redemption Fund and applied to the
paymant of principal and interest on the Bonds. The Bonds are
also general obligations of the City. The City has covenanted to
levy an ad valorem tax annually which, with other available
funds, will be sufficient to pay bond principal and interest as
they come due.
LEGAL OPINION: The approving opinion of Lindsay, Hart,
Neil & Weigler, Lawyers, in Portland, Oregon, will be provided at
no cost to the purchaser, and will be printed on the Bonds at the
expense of the city.
TAX EXEMPT STATUS: In the opinion of bond counsel,
under existing law and conditioned on the City complying with
certain covenants relating to the tax-exempt status of the Bonds,
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interest on the Bonds Is excluded from cross income for federal
income tax purposes. The Bonds are not "private activity bonds"
under Section 141 of the Internal Revenue Code of 1986, as
amended (the "Code") .
In the opinion of bond counsel, the interest on the
Bonds is exempt from personal income taxation by the State of
Oregon under present state law.
Bond counsel expresses no opinion regarding other
federal or state tax consequences arising with respect to the
Bonds.
The City has the legal authority to comply with its
covenants.
BANK PURCHASE: The City has designated the Bonds as
"qualified tax-exempt obligations" pursuant to Section 265(b)(3)
of the Code.
BEST BID: `The Bonds will be awarded to the responpible
bidder whose proposal will result in the lowest true interest
cost to the City. True interest cost will be determined by
doubling the semiannual interest rate necessary to discount the
debt service to , 1990, and the price bid for the Bonds.
Each bidder is requested to supply the total interest cost and
the true interest cost that the City will pay upon the issue if
the bid is accepted. The purchaser must pay accrued interest,
computed on a 360-day basis, from the date of the Bonds to the
date of delivery. The cost of printing the Bonds will be paid by
the City.
CERTIFICATE OF REOFFERING PRICE: The successful bidder
shall provide to Bond Counsel not less than three business days
prior to closing a certificate stating that tha successful
bidder: (1) has made a bona fide public offering of the Bonds at
the prices specified in the certificate, and has sold a
substantial amount of Bonds at those prices; or (2) has purchased.
the Bonds for its own portfolio without intention to resell the
Bonds; or (3) has made a bona fide private placement of the Bonds
and the terms of ::uch private placement.
DELIVERY: Delivery of the Bonds will be made without
cost to the successful bidder at a bank in the City of Portland,
Oregon designated by the successful bidder at the expense of the
City, of elsewhere at the expense of the bidder. Payment for the
Bonds must be made in federal funds. Delivery of the Bonds will
be made within thirty days.
FORM OF BID: All bids must be for not less than all
the Bonds hereby offered for sale, and for not less than
percent (_%) of the par value thereof and accrued interi_si. tto
Page 8 - Resolution
t
the date of delivery. Each bid together with bidder's check as
herein specified must be enclosed in a sealernveivpe addressed
to the City and designated "Proposal for Bonds."
BID CHECK: All bids mu^:tet be unconditional and
accompanied by a certified or cashier's check on a bank doing
business in the State of Oregon for [i insert an amount of not less
than two percent of the principal awl unt of the Bonds] DOLLARS
;$__ ) payable to the order of the City to secure the City from
any loss resulting from the failure of the bidder to comply with
the terms of its bid. Checks will be forfeited to the City as
liquidated damages in case the bidder to whom the Bonds area
awarded withdraws its bid or fails to complete its purchase in
accordance with the terms thereof. No interest shall be allowed
on the deposit but the check of the successful bidder will be
retained as part payment of the Bonds or for liquidated damages
as described above. Checks of the unsuccessful bidders will be
returned by the City paonnptly.
RIGHT OF PXJECTION: The City reserves the right to
reject any or all bids, and to waive any irregularities.
CUSIP: CUSIP numbers will be imprinted upon all Bonds
of this .issue at the City's expense. Failure to print, or
improperly imprinted numbers will not constitute basis for the
purchaser to refuse to accept delivery.
NO LITIGATION: At the time of payment for the delivery
of said Bonds, the City will furnish the successful bidder a
certificate that there is no litigation pending affecting the
validity of the Bonds.
OFFICIAL STATEMENT AND ADDITIONAL INFORMATION: The
City has prepared an official statement relating to the Bonds, a
copy of which will be furnished upon request to its financial
advisor, Public Financial Management, Inc., 1300 S.W. Fifth
Avenue, Suite 2929, Portland, Oregon, 97201; telephone (503)223--
3383. Interested parties requiring additional information should
contact the City's financial advisor.
By Order of the City of Tigard
Page 9 - Resolution axm a.P.osaa Asx
Exhibit B
No. R- $
UNITED STATES OF AMERICA
STATE OF OREGON
COUNTY OF WASHINGTON
CITY OF TIGARD
GENERAL OBLIGATION IMPROVEMENT BOND
(PACIFIC CORPORATE CENTER PROJECT)
SPRIES 1990
DATED INTEREST % PER ANNUM MATURITY DATE CUSIP
- 1, 1990
REGISTERED OWNER:
PRINCIPAL AMOUNT: DOLLARS
THE CITY OF TIGARD, in the County of Washington, State
of Oregon (the "City"), for value received, acknowledges itself
indebted and hereby promises to pay to the registered owner
hereof, or registered assigns, the principal amount indicated
above on the above maturity date together with interest thereon
from the date hereof at the rate per annum indicated above.
Interest is payable semiannually on the first day of and the
firat day of in each year until maturity or prior
redemption, commencing 1, 1990. interest upon this Bond is
payable by check or draft through the principal corporate trust
office of the City's paying agent and registrar, which is
currently United States National Bank of Oregon, in Portland,
Oregon (the "Registrar") . A check or draft will be mailed on the
interest payment date (or the next business day if the interest
payment date is not a business day) to the registered owner at
the address appearing on the Bond Register as of the fifteenth
day of the month preceding the interest payment date. Bond
principal is payable upon presentation and surrender of this Bond
to the Registrar.
ADDITIONAL PROVISIONS OF THIS BOND APPEAR ON THE
REVERSE SIDE; THESE PROVISIONS HAVE THE SAME EFFECT AS IF THEY
WERE PRINTED HEREIN.
IT IS HEREBY CERTIFIED, RECITED, AND DECLARED that all
conditions, acts, and things required to exist, to happen, and to
be performed precedent to and in the issuance of this Bond have
existed, have happened, and have been performed in due time,
?age 10 - R.-R"Intion
form, and manner as required by the Constitution and Statutes of
the Stac.a of Oregon and. the Charter of the cit.yt that the =ssua
of which this Bund is a part, and all other obligations ofysuch
City, are within every debt limitation and other limit prescribed
by euch Constitution, Statutes and Charter; and that the City
Council has provided for the levying annually of a direct ad
valorem tax upon all the property within the boundaries of the
City so taxable for its purposes in an amount sufficient, with
other available funds, to pay the interest on and the principal
of the Bonds of such issue as such obligations become due and
payable.
IN WITNESS WHEREOF, the City Council of the City of
Tigard, Washington County, Oregon, has caused this Bond to be
signed by facsimile signature of its Mayor and attested by
facsimile signature of its Finance Director, and has caused its
seal to be printed hereon as of the date indicated above.
Mayor
(SEAL) Director of Finance
THIS BOND SHALL NOT BE VALID UNLESS
PROPERLY AUTHENTICATED BY THE REGISTRAR
IN THE SPACE INDICATED BELOW.
DATED:
CERTIFICATE OF AUTHENTICATION
This is one of the City's General
Obligation Improvement Bonds
(Pacific Corporate Center Project), Series 19go,
issued pursuant to the Resolution described herein.
UNITED STATES NATIONAL BANK OF OREGON, as Recsistrar
By
Authorized Officer
Note to Printer: The following language should be printed
on the reverse of the Bond:
Page 11 - Resolution
This Bond is one of a series of General Obligation
Improvement Bonds (Pacific Cornorata Canter Project Scrics
1530, in the aggregate principal amaunt of �_�_„
"Bonds" $ (the
), issued by the City to finance Local improvements
pursuant to the City's authorizing resolution (the "Resolution,,)and Oregon Revised Statutes, Sections 223.205 to 223.255, in full
and strict accordance and compliance with all of the provisions
of the Constitution and Statutes of the State of Oregon and the
Charter of the City,
The City reserves the right to redeem all or any portion of
the Bonds maturing on [insert redemption provisionsl.
Notice
registeredowners oofathe cBond for Bonds pto®be redeemed, shalln, unless waived bybehe
mailed not less than thirty c`iays and not more than sixty days
prior to such call to the registered owners of the Bonds, and
otherwise given as required by the Resolution and by law;
however, any failure to give notice shall not invalidate the
redemption of the Bonds. All Bonds called for redemption shall
cease to bear interest from the date designated in the notice,
The Bonds are issuable in the form of registered Bands
without coupons in the denominations of $ or any .integral
multiple thereof. Bondy May be exchanged for Bonds of the sane
aggregate principal amount, but diffe_ent authorized
denominations.
Any transfer of this Bond must be registered, as
provided in the Resolution of the City authorizing the issuance_
of the 'Bonds, upon the Bond Register kept for that purpose at the
principal corporate trust office of the Registrar. The City and
the Registrar may treat the person in whose name this Bond is
registered as its absolute :caner for all purposes, as provided in.
the Resolution.
The Bondowner may exchange or transfer any Bond only by
surrendering it, together with a written instrument of exc;a, rige
or transfer which is satisfactory to the Registrar and duly
executed by the registered owner or his duly authorized attorney,
at the office of the Registrar in the manner and subject to the
conditions set forth in the Resolution.
ASS IGNYX,,T
FOR. VALUE RECEIVED, the undersigned sells, assigns and
transfers unto
Please insert social security or other
identifying number of assignee
Page 12 - Resolution
this Bond and does hereby irrevocably constitute and appoint
as attorney to
transfer this Bond on the books kept for registration thereof
with the full power of substitution in the premises.
Bated.
NOTICE: The signature to this assignment must correspond with
the name of the registered owner as it appears upon the face of
this Bond in every particular, without alteration or enlargement
or any change whatever.
Signature Guaranteed
(Bank, Trust Company or
Brokerage Firm)
Authorized Officer
The following abbreviations, when used in the inscrip-
tion on the face of this Bond, shall be construed as though they
were written out in full according to applicabl-a laws or
regulations.
TEN COX -- tenants in coruuon
TEN ENT -- as tenants by the entireties
JT TEAT -- as joint tenants with right of sur•.rivorship
and not as tenants in common.
OREGON CUSTODIA-VS use the following
CUST UL OREG MIN as
custodian for (name of minor)
OR UNIT TRANS MIN ACT
under the Oregon Uniform Transfer to Minors Act
Additional abbreviations may also be used though not in
the list above.
He \h-0038-.
.
Juan 15, 1993
Page 13 - Resolution