FFCO Refunding 2012
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OFFICIAL STATEMENT DATED SEPTEMBER 18, 2012 NEW ISSUE Rating: Moody’s A1 Book-Entry Only See “Rating” herein In the opinion of Hawkins Delafield & Wood LLP, Special Counsel to the City (“Special Counsel”), under existing statutes and court decisions and assuming continuing compliance with certain tax covenants described herein, (i) the portion of the payments made under the Financing Agreement designated and constituting interest received by the holders of the Obligations (“Interest”) is excluded from gross income for Federal income tax purposes pursuant to Section 103 of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) Interest is not treated as a preference item in calculating the alternative minimum tax imposed on individuals and corporations under the Code; such Interest, however, is included in the adjusted current earnings of certain corporations for purposes of calculating the alternative minimum tax imposed on such corporations. In the opinion of Special Counsel, Interest is exempt from State of Oregon personal income tax under existing law. See “Tax Matters” herein. the City has designated the Financing Agreement as a “qualified tax-exempt obligation” for purposes of Section 265(b)(3)(B) of the Code.. CITY OF SHERWOOD WASHINGTON COUNTY, OREGON $5,245,000 Full Faith and Credit Refunding Obligations, Series 2012 Dated: Date of Delivery Due: as shown on inside cover The Full Faith and Credit Refunding Obligations, Series 2012 (the “Obligations”) are issued in book-entry only form in denominations of $5,000 or integral multiples thereof. The Obligations are registered obligations issued in the name of CEDE & Co., as nominee of The Depository Trust Company ("DTC"), New York, New York. (See "BOOK-ENTRY SYSTEM ONLY" herein). Interest is payable semiannually on December 1 and June 1 of each year, commencing December 1, 2012, through the principal trust offices of the City’s escrow agent, registrar and paying agent (“Paying Agent”), currently U.S. Bank National Association, Portland, Oregon. The principal and interest on the Obligations will be remitted by the Paying Agent to DTC, which in turn will be required to distribute such payments to the DTC participants for ultimate distribution to the Beneficial Owners of the Obligations. Interest on the Obligations will be computed on the basis of a 360-day year consisting of twelve 30-day months. Record Date is the 15th day of the month immediately preceding a payment date. The Obligations represent undivided ownership interests in the principal and interest payments due from the City of Sherwood, Washington County, Oregon (the “City”) under the Financing Agreement, as defined herein (the “Financing Payments”). The obligation of the City to pay the Financing Payments is unconditional, and the City has agreed to make payments from any and all of its legally available funds. The City has also pledged its full faith and credit and taxing power within the limitations of Sections 11 and 11b of Article XI of the Oregon Constitution to pay the Financing Payments. The Owners of the Obligations do not have a lien or security interest in the projects financed or refinanced with the proceeds of the Obligations. The proceeds of the sale of the Obligations will be used to refinance certain outstanding loans for debt service savings and to pay the costs of issuing the Obligations. See “REFUNDING PLAN” herein. The Obligations are subject to optional redemption. The Obligations may be subject to mandatory sinking fund redemption prior to maturity. See "PREPAYMENT OF THE OBLIGATIONS" herein. Maturity Schedule in Inside Cover The Obligations are offered when, as and if issued and sold by the City and accepted by the Obligation Purchaser, subject to the approving opinion of Hawkins Delafield & Wood LLP, Portland, Oregon, Special Counsel to the City. The City expects that the Obligations will be available for delivery to the Paying Agent for Fast Automated Securities Transfer on behalf of DTC, on or about October 9, 2012. This cover page contains certain information for quick reference only. It is not a summary of this issue. Investors must read the entire official statement to obtain information essential to the making of an informed investment decision. Western Financial Group, LLC 333 State Street, Suite V Lake Oswego, Oregon 97034 MATURITY SCHEDULE $5,245,000 FULL FAITH & CREDIT REFUNDING OBLIGATIONS, SERIES 2012 Due Principal Interest CUSIP# December 1 Amount Rate Yield 824420† 2012 $380,000 3.00% 0.30% GC1 2013 415,000 3.00 0.40 GD9 2014 425,000 3.00 0.55 GE7 2015 440,000 3.00 0.70 GF4 2016 455,000 3.00 0.85 GG2 2017 470,000 3.00 1.05 GH0 2018 485,000 3.00 1.25 GJ6 2019 495,000 3.00 1.50 GK3 2020 515,000 3.00 1.70 GL1 2021 405,000 3.00 1.90 GM9 2022 375,000 3.00 2.00 GN7 2023 385,000 2.125 2.15 GP2 † © 2012, American Bankers Association. CUSIP® is a registered trademark of the American Bankers Association. CUSIP data herein is provided by the CUSIP Service Bureau, operated by Standard and Poor’s, a division of The McGraw Hill Companies, Inc. This data is not intended to create a database and does not serve in any way as a substitute for the CUSIP Services Bureau. CUSIP numbers have been assigned by an independent company not affiliated with the City and are included solely for the convenience of the registered owners of the applicable Obligations. The City is not responsible for the selection or uses of these CUSIP numbers, and no representation is made as to their correctness on the applicable Obligations or as included herein. The CUSIP number for a specific maturity is subject to being changed after the issuance of the Obligations as a result of various subsequent actions including, but not limited to, a refunding in whole or in part or as a result of the procurement of secondary market portfolio insurance or other similar enhancement by investors that is applicable to all or a portion of certain maturities of the Obligations. OFFICIAL STATEMENT CITY OF SHERWOOD WASHINGTON COUNTY, OREGON 22560 S.W. Pine Street Sherwood, Oregon 97140 (503) 625-4245 RELATING TO $5,245,000 FULL FAITH AND CREDIT REFUNDING OBLIGATIONS, SERIES 2012 CITY COUNCIL Keith Mays, Mayor Dave Grant Bill Butterfield Robyn Folsom Linda Henderson Matt Langer Krisanna Clark ADMINISTRATION City Manager Joseph P. Gall City Recorder Sylvia Murphy Finance Director Craig L. Gibons PROFESSIONAL SERVICES Hawkins Delafield & Wood LLP, Special Counsel Western Financial Group LLC, Financial Advisor U.S. Bank National Association, Portland, Oregon, Paying /Escrow Agent/Registrar This Official Statement does not constitute an offer to sell the Obligations in any jurisdiction in which or to a person to whom it is unlawful to make such an offer. No dealer, salesperson or other person has been authorized by the City, the Financial Advisor or the Obligation Purchasers to give any information or to make any representations, other than those contained herein, in connection with the offering of the Obligations and, if given or made, such information or representations must not be relied upon. The information and expressions of opinion herein are subject to change without notice, and neither the delivery of this Official Statement nor any sale made hereunder will, under any circumstances, create an implication that there has been no change in the affairs of the City since the date hereof. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS OFFICIAL STATEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. TABLE OF CONTENTS THE OBLIGATIONS ................................................................1 Cash and Investments .................................................................22 Authorization ...............................................................................1 Insurance and risk ......................................................................22 Prepayment of the Obligations .....................................................2 Litigation related to Tort Claims Against Oregon Governments 22 Escrow Agent/Registrar/Paying Agent ........................................2 PERS Pension System................................................................23 Transfer of the Obligations ...........................................................2 Other Post-Employment Benefits ...............................................24 Use of Proceeds and source of repayment ...................................3 ECONOMIC AND DEMOGRAPHIC INFORMATION ....26 Table 1 - Sources and Uses of Funds.......................................3 Population ..................................................................................26 Refunding Plan .............................................................................3 Table 17 - Estimated Population............................................26 Debt Service Requirements ..........................................................4 Urban Growth and Development ...............................................27 Table 2 - Full Faith and Credit Obligation Bond Debt Service Employment ...............................................................................27 Requirements ..................................................................4 Table 18 - Washington County Labor Force By Place of DEBT INFORMATION.............................................................5