HomeMy WebLinkAboutResolution No. 4690
RESOLUTION NO. 4690
A RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF NOT
TO EXCEED THIRTY MILLION DOLLARS ($30,000,000) AGGREGATE
PRINCIPAL AMOUNT OF ELECTRIC UTILITY SYSTEM REVENUE
BONDS, SERIES 2001A (FEDERALLY TAXABLE) FOR THE PURPOSE
OF FINANCING A PORTION OF THE UNFUNDED OBLIGATIONS OF
THE EUGENE WATER & ELECTRIC BOARD TO THE OREGON
PUBLIC EMPLOYEES RETIREMENT SYSTEM; AUTHORIZING THE
ISSUANCE AND SALE OF NOT TO EXCEED FORTY MILLION
DOLLARS ($40,000,000) AGGREGATE PRINCIPAL AMOUNT OF
ELECTRIC UTILITY SYSTEM REVENUE BONDS, SERIES 2001B, FOR
THE PURPOSE OF FINANCING IMPROVEMENTS TO THE ELECTRIC
UTILITY SYSTEM AND REFUNDING CERTAIN PRIOR INCURRED
INDEBTEDNESS; AUTHORIZING THE ISSUANCE AND SALE OF NOT
TO EXCEED FIFTEEN MILLION DOLLARS ($15,000,000) AGGREGATE
PRINCIPAL AMOUNT OF ELECTRIC UTILITY SYSTEM REVENUE
BONDS, SERIES 2002A, FOR THE PURPOSE OF REFUNDING
ELECTRIC UTILITY SYSTEM REVENUE BONDS, SERIES 1992; AND
PROVIDING FOR CERTAIN DETAILS REGARDING THE SALE AND
DELIVERY OF SAID BONDS.
The City Council of the City of Eugene finds that:
A. The City of Eugene, Oregon (the "City"), acting by and through the Eugene Water & Electric
Board ("EWEB"), maintains and participates in the Oregon Public Employees Retirement
System ("OPERS") established under Oregon Revised Statutes 238.600, with respect to
which EWEB has unfunded actuarial accrued liability as reflected from time to time in the
audited financial statements and other records of EWEB and OPERS, as the case may be
(collectively, the "Unfunded Obligations");
B. Senate Bill 134 ("S.B. 134") was enacted during the 2001 Regular Session of the Oregon
Legislative Assembly as emergency legislation effective upon passage;
C. Sections 22-27 ofS.B. 134 amended Oregon Revised Statutes chapter 238 to permit the
financing of the Unfunded Obligations by governmental units through the issuance of
revenue bonds authorized by charter or pursuant to ORS 288.805 to 288.945, commonly
known as the Uniform Revenue Bond Act, and provided revenue bonds issued pursuant to
S.B. 134 need not comply with the procedure specified in ORS 288.815;
D. The Uniform Revenue Bond Act authorizes the City to issue bonds payable solely from
revenues generated by facilities, projects, utilities or systems owned or operated by the City;
and the City, acting by and through EWEB, owns and operates an electric utility and related
facilities and systems (the "Electric Utility System");
E. On June 16, 1986, EWEB adopted a resolution authorizing and providing for the issuance,
from time to time, of City of Eugene, Oregon Electric System Revenue Bonds to be equally
and ratably secured by the pledge of revenues, funds and accounts thereunder (as amended
and supplemented, the "Bond Resolution");
F. The Bond Resolution provides that the principal of, premium, if any, and interest on the
bonds issued thereunder shall not be payable from any funds of the City nor constitute a
general obligation of the City or create a charge upon the tax revenues or any other property
or revenues of the City;
G. On September 4,2001, EWEB requested, by resolution, the City Council to authorize the
issuance of revenue bonds in one or more series in an aggregate principal amount not to
exceed $60,000,000 and the issuance of the first series thereof in the principal amount of
$30,000,000 to provide funds to finance a portion of the Unfunded Obligations;
H. On September 10,2001, the City Council adopted Resolution No. 4688 authorizing EWEB
to issue such revenue bonds in the total aggregate principal amount of not to exceed
$60,000,000 and the first series thereof in an amo.unt not to exceed $30,000,000 to provide
funds to finance a portion of the Unfunded Obligations (the "Series 2001A Bonds");
I. On May 15, 2001, EWEB requested the City to authorize the issuance of revenue bonds,
pursuant to the Uniform Revenue Bond Act, in the principal amount not to exceed
$50,000,000 to provide funds for certain improvements to the Electric Utility System
operated by EWEB (the "Project");
J. On June 25, 2001, the City Council adopted Resolution No. 4677 authorizing EWEB to issue
such revenue bonds in the total aggregate principal amount of not to exceed $50,000,000 to
provide funds for the Project (the "Series 2001B New Project Bonds");
K. Notice of the City's authorization of the Series 2001B New Project Bonds in an aggregate
principal amount not to exceed $50,000,000 was published in The Register-Guard on July
22, 2001, and no petition for an election questioning the issue of such bonds was received in
the 60-day period following publication of such notice;
L. EWEB determined by resolution adopted October 2, 2001, that substantial present value
savings may be achieved by issuing refunding bonds (the "Series 2001B Refunding Bonds;"
collectively, the Series 2001B New Project Bonds and the Series 2001B Refunding Bonds
are referred to as the "Series 2001 B Bonds") for the purpose of refunding certain prior
incurred indebtedness in the form of a $6,000,000 Revolving Line of Credit Note from
EWEB to KeyBank National Association as to which $1,800,000 is currently outstanding
(the "Note");
M. Up to $150,000,000 of EWEB revenue bonds were authorized to be issued by the electors of
the City at an election held on May 18, 1993 (the "Election"), and by Resolution No. 4360
adopted by the City Council on February 17,1993;
N. The City Council adopted Resolution No. 4616 on February 28,2000 (as amended by City
Council Resolution 4656 adopted on December 11, 2000) authorizing the issuance of the
Note and EWEB adopted a resolution on December 7, 1999 supplementing the Bond
Resolution which authorized the Note and provided for the terms therefor;
O. The Note was issued on December 18,2000 pursuant to the Bond Resolution, the Election,
City Council Resolutions 4360, 4616 and 4656 and pursuant to the EWEB Resolution
adopted December 7, 1999;
P. The City, acting by and through EWEB, has previously issued the City of Eugene, Oregon,
Electric System Revenue Bonds, Series 1992 (the "Series 1992 Bonds") currently
outstanding under the Bond Resolution in the principal amount of$13,515,000;
Q. The City Council adopted Resolution No. 4345 on September 28, 1992 authorizing the
issuance of the Series 1992 Bonds and EWEB adopted a resolution on September 14, 1992
supplementing the Bond Resolution which authorized the Series 1992 Bonds and provided
for the terms therefor;
R. The outstanding Series 1992 Bonds may be called and redeemed as of August 1, 2002, and
EWEB has determined by resolution adopted October 2, 2001, that a substantial present
value savings may be achieved by issuing refunding bonds for the purpose of refunding
outstanding Series 1992 Bonds (the "Series 2002A Bonds");
S. ORS 288.592 authorizes the issuance of refunding bonds such as the Series 2002A Bonds
and the Series 2001 B Refunding Bonds;
T. On October 2,2001, EWEB adopted a Supplemental Bond Resolution (the "Supplemental
Bond Resolution") supplementing the Bond Resolution and authorizing the issuance and sale
of the Series 2001 A Bonds, the Series 2001 B Bonds and the Series 2002A Bonds
(collectively, the "Bonds");
U. Based on the expert advice of EWEB' s independent financial adviser and provided that the
financial adviser makes a written evaluation of the terms and conditions of the proposed sale,
the pricing of the proposed sale and any other relevant aspects of the sale pursuant to ORS
288.845, EWEB proposes that the Bonds be sold at a private negotiated sale; and
V. EWEB shall cause to be prepared a plan showing that EWEB' s estimated Electric Utility
System revenues are sufficient to pay the estimated debt service under the Bonds.
NOW THEREFORE BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF EUGENE, a municipal corporation of the State of Oregon, as follows:
Section 1. Provisions for Issuance and Sale of Bonds. Based on the above findings, the
Series 2001 A Bonds, the Series 2001 B Bonds and the Series 2002A Bonds (collectively, the
"Bonds") are hereby authorized to be issued, the terms and conditions thereof and the terms
upon which the Bonds may be sold shall be as set forth in the Bond Resolution, Resolution
No. 4688 and in Resolution No. 4677 and in this Resolution. The terms and conditions
prescribed by this Resolution are as follows:
(a) The Bonds shall mature not later than thirty (30) years from the respective dates
thereof; shall be sold at respective prices not less than the amounts established in the
Supplemental Bond Resolution; and shall bear interest at respective rates not to exceed those
established in the Supplement.al Bond Resolution.
(b) The total aggregate principal amount of the Bonds shall not exceed:
(1) $30,000,000 for the Series 2001A Bonds;
(2) $40,000,000 for the Series 2001B Bonds; and
(3) $15,000,000 for the Series 2002A Bonds.
(c) The Bonds shall include a statement on their face to the effect:
(1) that they do not in any manner constitute a general obligation of the Board, or
of the City, or create a charge upon the tax revenues of the City, or upon any other
revenues or property of the City, or property of the Board, but are charges upon and are
payable solely from the revenues of the Electric Utility System operated by the Board, or
any portion thereof, or from any other monies lawfully available therefor, pledged to the
payment thereof as described in the Bond Resolution; and
(2) that the holders thereof may look for repayment only to the revenues of the
Electric Utility System which are pledged to the payment thereof, and may not directly or
indirectly be paid or compensated through the property of the City, or the Board, or by or
through the taxing power of the City.
(d) To the extent consistent with the Bond Resolution the Board shall, by resolution,
determine that any and all acts, conditions and things required to exist, to happen and to be
performed precedent to and in the issuance of the Bonds exist, have happened and have been
performed in due time, form and manner as required by the Constitution and statutes of the State
of Oregon and the Charter of the City of Eugene. Without limitation on the foregoing, the Note
shall be paid from the proceeds of the Series 2001 B Refunding Bonds as soon as practicable
after the delivery of the Series 2001 B Bonds to the underwriter thereof and the Series 1992
Bonds shall be redeemed on August 1, 2002, the first date following the issuance of the Series
2002A Bonds on which the Series 1992 Bonds are subject to optional redemption and such date
for redemption shall be irrevocable after delivery of the Series 2002A Bonds to the underwriter
thereof.
Section 2. Provisions for Sale of Bonds at Private Negotiated Sale. The
Series 2001 A Bonds, the Series 2001 B Bonds and the Series 2002A Bonds are each authorized
to be sold individually or together by private negotiated sale based upon written recommendation
ofEWEB's independent financial advisor, provided that the financial advisor makes a written
evaluation of the terms and conditions of the sale, the pricing thereof and any other relevant
aspects of the sale pursuant to ORS 288.845.
Section 3. Forward Current Refunding. Pursuant to ORS Section 288.592,
the Series 2002A Bonds may be sold as forward current refunding bonds and EWEB, or any
individual designated by EWEB, is authorized to execute and deliver a forward delivery bond
purchase agreement or other such similar document in which it contracts to sell the Series 2002A
bonds at a specified future date.
Section 4. Reporting. The Board shall submit to the City by May 1 of each
year the following annual reports commencing after the first sale of Bonds or other evidences of
indebtedness and each year thereafter until the Bonds have been paid and retired:
(a) a report on the funds established pursuant to the Supplemental Bond
Resolution describing the funds established, the amounts in each fund, expenditure from
each fund, the manner in which the monies in each fund have been invested, the income
from such investments and the application of such income; and
(b) a report on bond payments describing amounts paid and amounts scheduled to
be paid and the source of such payments.
If the contents of the reports required by subsections (a) and (b) above are included in the
Board's yearly audit report, the Board may comply with this section by transmitting a copy of its
yearly audit report to the City.
Section 5. Appointment of Bond Counsel and Underwriters. EWEB is authorized to
appoint bond counsel and underwriters with respect to the issuance and sale of the Bonds.
Section 6. Preliminary Official Statement. EWEB or any individual designated by
EWEB is authorized to prepare and distribute a preliminary official statement or other disclosure
document for the Bonds; to obtain bond insurance or other credit enhancement, if required; to
obtain a rating of the bonds from Moody's Investors Service, Inc., Standard & Poor's Credit
Markets Services and/or Fitch IBCA, Duff & Phelps, Inc., if required.
Section 7. Effective Date. This Resolution shall become effective immediately upon
its adoption.
The foregoing Resolution adopted by the City Council this 8th day of
October, 2001.
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City Recorder