Ordinance No. 176840

* Authorize Downtown Waterfront Urban Renewal and Redevelopment Refunding Bonds (Ordinance)

The City of Portland ordains:

Section 1. The Council finds:

1.  The City is authorized to issue bonds which are payable from the tax increment revenues of the Downtown Waterfront Urban Renewal Area.

2.  The City Council adopted City Ordinance No. 161296 on October 5, 1988, which was amended and supplemented by City Ordinance No. 161339, which authorized the City’s $13,200,000 Urban Renewal and Redevelopment Bonds Downtown Waterfront Series J (the “Series J Bonds”).

3.  The City Council adopted City Ordinance No. 165133 on February 26, 1992, which authorized the City’s $45,010,000 Urban Renewal and Redevelopment Refunding Bonds (Downtown Waterfront) Series L (the “Series L Bonds”).

4.  The City is authorized pursuant to the Constitution and the laws of the State of Oregon to issue refunding urban renewal and redevelopment bonds for its outstanding urban renewal and redevelopment bonds.

5.  The City may be able to achieve debt service savings or a favorable reorganization of its permanent debt structure by currently refunding all or a portion of the Series J Bonds or the Series L Bonds.

6.  In City Ordinance No. 172389 the City chose Option Three for the Downtown Waterfront Urban Renewal Area as provided in ORS 457.435(2)(c), and has limited Divide the Taxes Revenues to $7,710,000 in each Fiscal Year. The Portland Development Commission and the City are authorized to notify the county assessor to impose the Special Levies described in ORS 457.435(2)(c) and ORS 457.440(2)(c).

7.  In City Ordinance No. 172356 the City approved a maximum indebtedness limit for the Downtown Waterfront Area of $165,000,000. The maximum indebtedness limit does not apply to refundings.

8.  The City adopts this Ordinance to authorize the issuance of Downtown Waterfront urban renewal bonds to refund all or a portion of outstanding indebtedness.

NOW, THEREFORE, the Council directs:

A.  Definitions. Unless the context clearly requires otherwise, the following terms shall have the following meanings (capitalized terms used by not defined in this Ordinance have the meanings defined for such terms in the Declaration):

“2000 Bonds” means the City’s Downtown Waterfront Urban Renewal and Redevelopment Bonds, 2000 Series A and B, which were issued pursuant to the Declaration.

“2002 Bonds” means the City’s Downtown Waterfront Urban Renewal and Redevelopment Refunding Bonds which are authorized by Section 1.B of this Ordinance.

“Area” means the Downtown Waterfront Urban Renewal Area which is described in the Plan, and all additions thereto.

“City” means the City of Portland, Oregon.

“Code” means the United States Internal Revenue Code of 1986, as amended.

“Commission” means the Portland Development Commission of the City of Portland.

“Debt Manager” means the Debt Manager of the City, the Director of the Bureau of Financial Management of the City, the Chief Financial Officer of the Office of Management and Finance, or the person designated by the Chief Financial Officer of the Office of Management and Finance to act as Debt Manager under this Ordinance.

“Declaration” means the Bond Declaration dated October 15, 2000, establishing the terms and conditions under which the City issued its 2000 Bonds and may issue obligations on a parity with the 2000 Bonds.

“Divide the Taxes Revenues” means the taxes which are divided based on the increase in value of property in the Area and which are payable to the City or the Commission under the provisions of Article IX, Section 1c of the Oregon Constitution and ORS Chapter 457, as those provisions exist on the date of this Ordinance. The Divide the Taxes Revenues for the Area are limited to $7,710,000 each Fiscal Year, before reduction for any compression or delinquencies.

“Parity Indebtedness” means obligations issued in compliance with the Declaration which are secured by a lien on, and pledge of, the Security which is on a parity with the lien on, and pledge of, the Security which secures the 2000 Bonds.

“Plan” means the Commission's Downtown Waterfront Urban Renewal Plan, which was first adopted on April 25, 1974, as that plan has been, and may in the future be, amended.

“Refundable Bonds” means the City’s outstanding Urban Renewal and Redevelopment Bonds Downtown Waterfront Series J and Urban Renewal and Redevelopment Refunding Bonds (Downtown Waterfront) Series L.

“Security” means the Tax Increment Revenues, all amounts in the Tax Increment Fund, and all amounts available under any Reserve Equivalent, as defined and provided in the Declaration.

“Special Levy” means a city-wide property tax levy for the Area which is authorized by Article XI, Section 11(16) of the Oregon Constitution and ORS 457.435(2)(c), as those provisions exist on the date of this Ordinance.

“Supplemental Bond Declaration” means the document executed by the Debt Manager pursuant to Section 1.B.2 which establishes the terms and conditions under which the City may issue the 2002 Bonds.

“Tax Increment Fund” means the fund established under ORS 457.440(6)(b) to hold the Tax Increment Revenues, which is currently called the Downtown Waterfront Debt Service Fund.

“Tax Increment Revenues” means all revenues from the Divide the Taxes Revenues and the Special Levies, and all earnings on amounts held in the Tax Increment Fund.

B.  The 2002 Bonds.

1.  Authorization. The City hereby authorizes the sale and delivery of the 2002 Bonds, as Parity Indebtedness to refund all or any portion of the Refundable Bonds, in accordance with this Ordinance, the Declaration, and the Supplemental Bond Declaration to refinance urban renewal projects in the Area. The aggregate principal amount of the 2002 Bonds shall be in an amount sufficient to refund all or a portion of the City’s Refundable Bonds. The 2002 Bonds may be issued in multiple series. The proceeds of the 2002 Bonds may be used to refund all or a portion of outstanding obligations which were issued to finance the projects in the Area.

2.  Delegation. The Debt Manager may, on behalf of the City:

a.  participate in the preparation of, authorize the distribution of, and deem final the preliminary and final official statements and any other disclosure documents for each series of the 2002 Bonds;

b.  establish the final principal amounts, maturity schedules, interest rates, sale prices, redemption terms, payment terms and dates, record dates and other terms for each series of the 2002 Bonds, and either publish a notice of sale, receive bids and award the sale of that series to the bidder complying with the notice and offering the most favorable terms to the City, or select one or more underwriters and negotiate the sale of that series with those underwriters;

c.  undertake to provide continuing disclosure for each series of the 2002 Bonds in accordance with Rule 15c2-12 of the United States Securities and Exchange Commission;

d.  apply for and purchase municipal bond insurance or obtain other forms of credit enhancements for each series of the 2002 Bonds or obtain reserve credit facilities or other reserve equivalents for each series of the 2002 Bonds, enter into agreements with the providers of credit enhancement or reserve equivalents, and execute and deliver related documents;

e.  finalize the terms of, execute and deliver the Supplemental Bond Declaration, which shall be in substantially the form attached to this Ordinance as Exhibit A, but with such changes as the Debt Manager may approve;

f.  select an escrow agent, enter into one or more escrow deposit agreements, and deposit the proceeds of the 2002 Bonds pursuant to the escrow deposit agreements;

g.  appoint and enter into agreements with paying agents, remarketing agents, verification agents and other professionals and service providers;

h.  take any action desirable to call, redeem and pay any of the obligations which are refunded with the 2002 Bonds;

i.  provide that one or more series of Series 2002 Bonds may bear interest which is includable in gross income under the Internal Revenue Code, that one or more series of Series 2002 Bonds may be private activity bonds, and that one or more series of Series 2002 Bonds may be tax-exempt, “governmental” bonds, and enter into covenants to maintain the tax-exemption for any series of Series 2002 Bonds which bears interest which is excludable from gross income under the Code; and,

j.  execute any documents and take any other action in connection with the 2002 Bonds which the Debt Manager finds will be advantageous to the City.

Section 2. Declaration of Emergency. The Council declares that an emergency exists in order that the proceeds of the 2002 Bonds may available as soon as possible. Therefore, this Ordinance shall be in force and effect from and after its passage by the Council.

BACKING SHEET INFORMATION

AGENDA NO. 1042-2002

ORDINANCE/RESOLUTION/COUNCIL DOCUMENT NO. 176840