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HomeMy WebLinkAboutORD 1993-044 1992-1994COUNTY OF HAWAII STATE OF HAWAII BILL NO. 6 0 (Draft 2) ORDINANCE NO. 93 44 A BILL FOR AN ORDINANCE AUTHORIZING THE ISSUANCE AND SALE OF GENERAL OBLIGATION BONDS OF THE COUNTY OF HAWAII IN AN AGGREGATE PRINCIPAL AMOUNT REQUIRED TO YIELD AN AMOUNT SUFFICIENT TO PROVIDE FOR REFUNDING CERTAIN OUTSTANDING GENERAL OBLIGATION BONDS OF THE COUNTY HERETOFORE ISSUED FOR THE PURPOSE OF EFFECTING SUCH REFUNDING; FIXING THE FORM, DENOMINATIONS, AND CERTAIN OTHER DETAILS OF SUCH BONDS AND AUTHORIZING THE DIRECTOR OF FINANCE TO DETERMINE THE AGGREGATE PRINCIPAL AMOUNT OF SUCH BONDS TO BE ISSUED AND SOLD AND CERTAIN OTHER DETAILS OF SUCH BONDS; AUTHORIZING THE DIRECTOR OF FINANCE TO DESIGNATE AND PROVIDE FOR THE RETIREMENT OF THE PARTICULAR OUTSTANDING GENERAL OBLIGATION BONDS OF THE COUNTY TO BE REFUNDED; PROVIDING FOR THE SALE OF SUCH BONDS; AND PROVIDING FOR OTHER ACTIONS RELATED TO THE ISSUANCE, SALE AND DELIVERY OF SUCH BONDS. BE IT ORDAINED BY THE COUNCIL OF THE COUNTY OF HAWAII: SECTION 1. Findings and Determinations. The Council of the County of Hawaii (the "County") hereby finds and determines: (1) the County has heretofore issued from time to time general obligation bonds of the County of which are currently outstanding NINETY-TWO MILLION SEVEN HUNDRED EIGHTY-SIX DOLLARS ($92,786,000.00) aggregate principal amount (the "Outstanding Bonds"); (2) current interest rates for general obligation bonds of governmental issuers which are rated comparable to the ratings of the County are at historical lows; (3) the volatility of conditions in the current municipal market for bonds of the character of general obligation bonds of the County make it advisable, expedient and in the best interest of the County to authorize the issuance, sale and delivery of general obligation refunding bonds of the County for the purpose of paying or providing for the payment of all or any part of the Outstanding Bonds at or before the stated maturity or redemption date thereof in order to effect savings to the County in payment of principal of and interest on the Outstanding Bonds. SECTION 2. Authorization of General Obligation Refunding Bonds. Pursuant to Chapter 47, Hawaii Revised Statutes, as amended, and particularly Section 47-17, there are hereby authorized for issuance and sale at one time or from time to time in series general obligation bonds of the County (the "Bonds") in such principal amount as shall be required to yield an amount sufficient for the purpose of paying or providing for the payment of all or any part of the Outstanding Bonds at or before the stated maturity or redemption date thereof, as the Director of Finance shall determine to be in the best interest of the County, and to pay all or part of the costs incurred in the issuance of such Bonds and to effect the refunding of all or any part of the Outstanding Bonds. The proceeds of the Bonds of any particular series shall be applied as directed by the Director of Finance to the payment of the principal of, and redemption premium, if any, -2- and interest on the Outstanding Bonds to be refunded, and for other certain limited purposes, all as more particularly described in Section 12 hereof. SECTION 3. Details of Bonds. The Bonds authorized for issuance and sale in Section 2 hereof shall be issued and sold in their entirety at one time as a separate series of general obligation bonds of the County, or as a part of a series of other general obligation bonds of the County, or from time to time in series, all as shall be determined by the Director of Finance to be in the best interest of the County. The Bonds shall be issued in fully registered form without coupons in the denomination of $5,000 or any integral multiple of $5,000, or in such other denominations as the Director of Finance shall determine. The Bonds of a series shall be numbered from 1 upwards in chronological order of delivery or shall be numbered in any other manner as the Director of Finance shall determine. The Bonds of a series shall mature annually on such day in each year in substantially equal installments of principal or in substantially equal installments of principal and interest, the first of such maturities to be not later than five years from the date of the Bonds of such series and the last of such maturities to be not later than twenty-five years from the date of the Bonds of such series, may be redeemable prior to the stated maturity thereof at any time at prices not exceeding 1050 of the principal amount -3- thereof, and shall bear interest at such rate or rates per annum, not exceeding eight per centum (80) per annum, as shall be specified in the contract approved or the bid accepted for the purchase of the Bonds of such series if any contract therefor be approved or any bid therefor be accepted. In accordance with and subject to the provisions of this ordinance, the Director of Finance is hereby authorized to determine with respect to the Bonds of a series, the aggregate principal amount of such series of Bonds; the series designation of such series of Bonds; the date of such series of Bonds; the interest payment dates and maturity dates of such series of Bonds; the amount of principal of such series of Bonds maturing on each maturity date; the registration privileges and place or places at which such series of Bonds may be paid or registered which may include the office of the Director of Finance; whether or not such series of Bonds shall be subject to redemption prior to the stated maturity thereof and, if subject to such prior redemption, the times, prices, methods and other provisions for such prior redemption; whether such series of Bonds shall bear interest at fixed rates or at a rate or rates which vary from time to time and the methodology for determining such variable rate or rates; the rights, if any, of the holders of such Bonds of a series to tender for purchase and the price or prices and time or times and terms and conditions upon which those rights may be exercised; the rights of the County to purchase the Bonds of a series and -4- price or prices and the time or times and terms and conditions upon which those rights may be exercised and the purchase may be made; and all other details of such series of Bonds. SECTION 4. Redemption of Bonds. In the event any of the Bonds shall be subject to prior redemption and if any Bond (or portion thereof in installments which are integral multiples of the smallest denomination thereof) is to be redeemed, notice of the redemption shall be given in such manner as the Director of Finance shall determine. If any Bond shall have been duly called for redemption and notice of such redemption duly given in the manner determined by the Director of Finance, and if moneys for the payment of such Bond at the then applicable redemption price and the interest accrued on the principal amount thereof to the date of redemption are made or duly provided for by the County, interest on such Bond shall cease to accrue and become payable from and after the date fixed for redemption. SECTION 5. Payment of Bonds. The principal of and interest and premium, if any, on the Bonds shall be payable in any coin or currency of the United States of America which at the time of payment is legal tender for public and private debts. SECTION 6. Execution and Form of Fully Registered Bonds. The Bonds shall be lithographed or steel engraved, shall bear the -5- lithographed or engraved facsimile signatures of the Director of Finance and of the Mayor of the County and shall be sealed with the seal or a lithographed or engraved facsimile seal of the County; provided, however, the Director of Finance may, at his election, provide for manual signatures on the Bonds; and provided further, however, that the Director of Finance may, at his election, provide for the Bonds to be issued in typewritten, printed or other reproduced form and effect a book-entry system for the Bonds. The Director of Finance may, at his election, prepare such number of blank Bonds of any series executed and sealed as aforesaid as he shall determine and deliver such executed blank Bonds to the registrar for such series for safekeeping prior to the time such Bonds are actually issued, exchanged or transferred. The Director of Finance shall direct the registrar for the Bonds of a particular series to register and authenticate such Bonds and no such Bond shall be valid or obligatory for any purpose unless and until the certificate of authentication endorsed on such Bond shall have been manually executed by such registrar; provided that if the Director of Finance shall effect a book-entry system for the Bonds no such direction or certificate shall be required. The Bond shall be designated and the form of the Bonds, the registrar's certificate of authentication and the assignment shall be substantially as follows, with such appropriate -6- insertions, variations and omissions as are required with respect to a particular series of the Bonds: (FORM OF BOND] "(Vignette)" UNITED STATES OF AMERICA COUNTY OF HAWAII STATE OF HAWAII GENERAL OBLIGATION SERIES (Number) INTEREST RATE: REGISTERED HOLDER: PRINCIPAL SUM: MATURITY DATE: BOND DATE OF BOND• CUSIP• DOLLARS The COUNTY OF HAWAII, State of Hawaii (the "County"), for value received, hereby promises to pay the Registered Holder (named above), or registered assigns, on the Maturity Date (specified above) (unless this bond shall be subject to prior redemption and shall have theretofore been duly called for previous redemption and payment of the redemption price duly made or provided for), the Principal Sum (specified above), and to pay interest on such Principal Sum semiannually on each year, commencing on and on (each such date is of hereinafter referred to as an "interest payment date"), from the -7- date hereof or from the interest payment date next preceding the date of registration hereof to which interest shall have been paid, unless such date of registration is an interest payment date, in which case, from such interest payment date, or unless such date of registration is within the period from the sixteenth (16th) day to the last day of the calendar month next preceding the following interest payment date, in which case from such following interest payment date, such interest to be paid until the maturity or redemption hereof at the Interest Rate (specified above) per annum, by check mailed by the Paying Agent hereinafter mentioned to the holder hereof in whose name this bond is registered upon the Bond Register as of the close of business on the fifteenth (15th) day (whether or not a business day) of the calendar month next preceding each interest payment date at his address as it appears on the Bond Register hereinafter mentioned. The principal of and premium, if any, on this bond are payable on presentation and surrender hereof at the Registrar and Payment Agent, in office of the or at the office of its successors from time to time appointed by the County. Principal of, and premium, if any, and interest on this bond are payable in any coin or currency of the United States of America which, on the respective dates of payment thereof, shall be legal tender for public and private debts. This bond is one of a series of bonds entitled "General Obligation Refunding Bonds, Series_". The bonds of the -8- series of bonds of which this bond is one maturing , and thereafter are subject to redemption at the option of the County prior to the respective stated maturities thereof, on and after in whole and in part at any time and in any order of maturity selected by the County, at the principal amount thereof, the interest accrued thereon to the date fixed for redemption and the following redemption premiums expressed as a percentage of the principal amount redeemed: [Redemption Provisions]. If less than all of the bonds of any maturity are called for redemption, the bonds of such maturity to be redeemed shall be selected by lot. In the event this bond is redeemable, as aforesaid, and shall be called for redemption, notice of the redemption hereof stating the designation, date, number and maturity of this bond, the portion of the principal sum hereof to be redeemed, the date fixed for such redemption and the premium payable upon such redemption, shall be mailed, at least once not less than thirty (30) days prior to the date fixed for the redemption hereof, to the holder hereof in whose name this bond is registered upon the Bond Register as of the close of business on the forty-fifth (45th) day (whether or not a business day) next preceding the date fixed for the redemption hereof. The failure of the registered holder hereof to receive such notice by mail or any defect in such notice shall not affect the sufficiency of the proceedings for the redemption of this bond. The County may, at its sole election, in addition to the -9- giving of notice of such redemption by mail, give such notice by publication not less than thirty (30) days prior to the date fixed for the redemption hereof of one such notice in The Bond Buyer, a financial paper published in the City of New York, New York or, in lieu of such publication in the Bond Buyer, by publication thereof in some other financial paper published in any of the cities of New York, New York, Chicago, Illinois, or San Francisco, California. If this bond be of a denomination in excess of $ , portions of the principal sum hereof in installments of or any integral multiple thereof may be redeemed, and if less than all of the principal sum hereof is to be redeemed, in such case upon the surrender of this bond to the Registrar there shall be issued to the registered holder hereof, without charge therefor, for the then unredeemed balance of the principal sum hereof, bonds of like series, maturity and interest rate in any of the authorized denominations provided by the proceedings of the County authorizing the issuance of the series of bonds of which this bond is one. If this bond (or any portion of the principal sum hereof) be redeemable and shall have been duly called for redemption and notice of such redemption duly given as aforesaid, and if on or before the date fixed for such redemption payment of the principal sum hereof to be redeemed, the premium payable upon such redemption and the interest accrued on the principal sum to be redeemed to the date fixed for such redemption shall have been duly made or provided for, then this bond (or the -10- portion of the principal sum hereof to be redeemed) shall become due and payable upon such date fixed for redemption and interest shall cease to accrue and become payable from and after the date fixed for such redemption on the principal sum hereof to be redeemed. This bond is transferable only upon the Bond Register at the office of of Registrar, in the City or at the office of its successors from time to time appointed by the County, by the registered holder hereof, or by his duly authorized attorney, upon surrender of this bond (together with a written instrument of transfer satisfactory in form to the Registrar duly executed by the registered holder or his duly authorized attorney, which may be the form endorsed hereon) and subject to the limitations and upon payment of the charges, if any, provided from time to time by the County and the Registrar, and thereupon a new bond or bonds, in the same aggregate principal amount in authorized denominations and of the same series, interest rate and maturity as the bond surrendered, shall be delivered to the transferee in exchange thereof. The County, the Registrar, and the Paying Agent may deem and treat the person in whose name this bond is registered as the absolute owner hereof for the purpose of receiving payment of the principal hereof, premium, if any, and interest due hereon and for all other purposes, and they shall not be affected by any notice to the contrary. -11- This bond is one of a series of bonds authorized by the Council of the County to be issued to provide funds to refund certain outstanding general obligation bonds of the County heretofore issued. This bond and the series of which it is a part are issued under and pursuant to and in full compliance with the Constitution and laws of the State of Hawaii, including Part I of Chapter 47, Hawaii Revised Statutes, as amended, the Charter of the County, and proceedings of the aforesaid Council duly taken thereunder. This bond is a general obligation of the County, and the payment of the principal and interest hereof is a first charge on the general fund of the County. The full faith and credit of the County are irrevocably pledged to the punctual payment of the principal of and interest on this bond according to its terms. This bond shall not be valid or obligatory for any purpose unless the certificate of authentication hereon has been duly executed by the Registrar. It is hereby certified and recited that all the conditions, acts, and things essential to the validity of this bond and the issue of which it forms a part exist, have happened, and have been done; that every requirement of law affecting the issue thereof has been duly complied with; and that the amount of this bond, together with all other indebtedness of the County, is not in excess of any constitutional or statutory limitation on indebtedness. IN WITNESS WHEREOF, the COUNTY OF HAWAII, State of Hawaii has caused this bond to be signed by the lithographed facsimile of the -12- signatures of its Director of Finance and of its Mayor, and to be sealed with the lithographed facsimile of the seal of the County of Hawaii, and this bond to be dated as of the day of , 19 [FACSIMILE SIGNATURE] Director of Finance [SEAL] [FACSIMILE SIGNATURE] Mayor [FORM OF CERTIFICATE OF AUTHENTICATION] "CERTIFICATE OF AUTHENTICATION" This bond is one of the bonds described in the within-mentioned proceedings of the County of Hawaii, State of Hawaii. Date of Registration:. Registrar By [MANUAL SIGNATURE] Authorized Officer or Signatory -13- [FORM OF INSTRUMENT OF ASSIGNMENT] "INSTRUMENT OF ASSIGNMENT" For value received, the undersigned hereby sells, assigns and transfers unto Please insert social security or other tax identifying number of assignee: (name and address of assignee) the within-mentioned bond and hereby irrevocably constitutes and appoints attorney-in-fact, to transfer the same on the Bond Register in the office of the within-mentioned Registrar, or in the office of its successors with full power of substitution in the premises. Date: Signature Guaranteed: (name of assignor) (name of signature guarantor) NOTE: The signature to this assignment must correspond with the name as written on the face of the within bond in every particular, without alteration or enlargement of any change whatsoever. SECTION 7. Sale of Bonds. Without any further authorization from or action by this Council, but subject to the provisions hereof and of applicable law, the Director of Finance is hereby -14- authorized to issue and sell the Bonds at one time in one or more series, or as a part of a series of other general obligation bonds of the County, or from time to time in series, at competitive sale or at negotiated sale to qualified purchasers in accordance with Section 47-8, Hawaii Revised Statutes, as amended, at such price or prices and upon such terms and conditions as he shall approve and determine to be in the best interest of the County; provided, however, that no Bonds shall be sold pursuant to this ordinance after May 1, 1994, unless such sale is approved by resolution of the Council. Without limiting the generality of the foregoing, with respect to the sale of the Bonds or of portions of the Bonds, the Director of Finance is hereby authorized to retain bond counsel, paying agents, registrars and financial and accounting consultants, upon such terms and conditions as he shall deem advisable and in the best interest of the County, to select the date for such sale, to publish and distribute a Notice of Sale or to enter into a contract for the sale of the Bonds or portions thereof, in each case in such form and containing such terms and conditions as he shall approve and deem advisable, to distribute an Official Statement and such other information relating to the Bonds as he may deem advisable, to receive bids for the sale of the Bonds or the portion thereof being offered and to award the sale of the Bonds or the portion thereof being offered to the bidder offering the lowest interest cost therefor, in accordance with the applicable Notice of Sale, if any; provided that the Director of -15- Finance may reserve the right to reject any and all bids. Subject to the provisions of Section 3 hereof, without further action of this Counsel, the Bonds shall bear interest at the rates per annum as specified in the contract or contracts approved or in the bid or bids accepted. The Director of Finance and all officials of the County are hereby authorized to take such action and execute such orders, receipts and other documents as may be necessary in order to effectuate the sale of the Bonds or any portion thereof, and if any contract therefor be approved or any bid therefor be accepted, the preparation, execution and delivery thereof, in accordance with the provisions hereof and applicable law. Subsequent to the sale of any of the Bonds, the Director of Finance shall report the results of such sale to the Council by letter. From and after the date the Director of Finance shall have accepted a bid for a series of Bonds hereunder, or shall have entered into a contract for the sale and purchase of the bonds of a series, the Council will take no action to modify, supplement, amend or repeal the provisions of this ordinance in a manner which would have an adverse effect on the ability of the County to perform its obligations under such accepted bid or contract. SECTION 8. Security for the Bonds. The full faith and credit of the County is hereby pledged to the payment of the principal of and interest on the Bonds, and the principal and interest payments -16- shall be a first charge on the General fund of the County; provided, however, that to the extent that any portion of the Outstanding Bonds to be refunded were allocated to and issued for any public undertaking from which revenues are derived, including the Water System of the Department of Water Supply, the Director of Finance shall reimburse the General Fund for the payment of the principal of and interest on the allocable portion of the Bonds from the revenues of such public undertaking, such reimbursement to be made in a manner consistent with the provisions of law. SECTION 9. Tax Covenant. The County hereby covenants with the holders from time to time of the Bonds, that so long as any Bonds shall be outstanding, the County shall comply with all applicable provisions of Sections 103 and 141 through 150 of the Internal Revenue Code of 1986, as amended, and all applicable regulations of proposed or promulgated thereunder to the extent necessary to maintain the exclusion of the interest on the Bonds from gross income for Federal income taxation purposes. SECTION 10. CUSIP Identification Numbers. The Director of Finance may authorize the printing of CUSIP identification numbers upon the Bonds. Such numbers and the printing thereof shall be subject in all respects to the provisions of Section 47-10, Hawaii Revised Statutes, as amended. -17- SECTION 11. Bond Insurance. This paragraph respecting bond insurance shall apply if the Director of Finance determines to sell the Bonds at competitive sale. If the original purchaser of the Bonds, or any portion thereof, shall procure insurance for the payment of the principal of and interest on such Bonds and desires that a statement with respect to such insurance shall be printed upon such Bonds, space shall be provided on the backs of the printed Bonds for the printing of such statement. The cost, if any, of the printing of any such statement upon the Bonds shall be at the expense of such original purchaser, and the County shall not have any liability with respect thereto. Should the procuring of such insurance or the printing of a statement of such insurance upon the back of the Bonds cause a delay either in the printing of the Bonds or in the delivery thereof and payment therefor, the County, after notifying the original purchaser of the same, shall proceed with the printing of such Bonds without a copy thereon or shall proceed with the delivery of such Bonds without such insurance having been obtained, as the case may be, unless an agreement is reached between the County and the original purchaser of such Bonds extending the date of the delivery of and payment for such Bonds. Neither the failure by the original purchaser of the Bonds to obtain any such insurance nor the failure to print on any Bonds a copy of a statement of insurance or any error with respect thereto shall constitute cause for failure or refusal by the original purchaser of the bonds to accept delivery of and pay for -18- such Bonds. If any such insurance on the Bonds shall be obtained by the original purchaser of such Bonds, (a) such insurance shall not constitute a part of the contract by and with the County evidenced by a particular Bond or constitute a part of the proceedings providing for the issuance thereof, and (b) no liability or responsibility shall attach to the County or any officer or agent thereof in any way by reason of any such insurance, including, without limiting the foregoing, with respect to the procuring, maintenance, enforcement or collection thereof. Without limiting the effect of the provisions of the next preceding sentence, the County shall be under no obligation to take or refrain from taking any action by reason of the existence of such insurance or any of the provisions thereof, even though the taking or refraining from taking of such action may result in or be cause for cancellation or cessation of such insurance. If the Director of Finance determines to sell the Bonds at a negotiated sale, the Director of Finance is authorized to determine and provide for any insurance provisions respecting the Bonds as he shall deem to be in the best interest of the County, including, without limitation, selection of the bond insurer, payment of the insurance premium and printing of any insurance statement on the Bonds. -19- SECTION 12. Designation of Outstanding Bonds to be Refunded• Application of Bond Proceeds. The Director of Finance is hereby authorized to designate particular Outstanding Bonds to be redeemed and may designate all or any part of a particular series of outstanding Bonds, and all or any part of a particular maturity of such series of Outstanding Bonds; provided, however, that the present value savings which will inure to the County as a result of the issuance of any series of Bonds shall not be less than 2t. The proceeds of the Bonds of a series, together with any other funds of the County which are legally available therefor, shall be deposited as determined by the Director of Finance and applied as directed by the Director of Finance: (1) to the payment of the interest on such Bonds due on the first interest payment date for such Bonds; (2) to pay the principal of, premium (if any) and interest on the portion of the Outstanding Bonds to be refunded; and (3) to pay expenses incurred in connection with the issuance of the Bonds and to effect the refunding of t to be refunded, including without limitation, paying agents and registrars, the fees of any and bond counsel, underwriter's discount, the of any official statement, notice of sale and any cost of publications required by law. ae Outstanding Bonds the initial fees of financial consultants cost of preparation definitive bonds, and Pending the time the proceeds of the Bonds of a series are required to be applied to the purposes as provided above, the -20- proceeds of such Bonds of a series, together with any other funds of the County which are legally available therefor, may be held by the Director of Finance in trust for such purposes or, may be held by a financial institution selected by the Director of Finance to serve as trustee under a refunding trust agreement, such agreement to be in such form and containing such terms and provisions as the Director of Finance deems appropriate, and, in either case, invested as permitted by law. SECTION 13. Support Facility for Variable Rate Bonds. If the Director of Finance shall determine to issue the bonds of a series bearing interest at a rate or rates which vary from time to time or with a right of holders to tender such Bonds for purchase, or both, the Director of Finance may contract for such support facility or facilities and remarketing arrangements as are required to market the Bonds to the greatest advantage of the County upon such terms and conditions as the Director of Finance deems necessary and proper; provided, however, that all such contracts shall be approved by a resolution of the County Council and shall comply with the requirements of Section 47-11, Hawaii Revised Statutes. SECTION 14. Repeal of Conflicts. All ordinances and resolutions, and any portions of ordinances and resolutions, heretofore enacted or adopted by the Council which are in conflict or inconsistent with any provision of this ordinance shall be and are hereby repealed to the extent of such conflict or inconsistency. -21- SECTION 15. Effective Date. This ordinance shall take effect upon its approval. BY: COUNCIL MEMBER, COUNTY OF HAWAII Hilo, Hawaii Date of Introduction: April 21, 1993 Date of 1st Reading: April 21, 1993 Date of 2nd Reading: May 5, 1993 Effective Date: May 5, 1993 -22-