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HomeMy WebLinkAboutResolution No. 4692 RESOLUTION NO. 4692 RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF NOT TO EXCEED SIXTY MILLION DOLLARS ($60,000,000) AGGREGATE PRINCIPAL AMOUNT OF ELECTRIC UTILITY SYSTEM REVENUE BONDS AND INTERESTS THEREIN TO BE SOLD TO PROVIDE FINANCING FOR ELECTRIC POWER PURCHASE COSTS AND PROVIDING FOR CERTAIN DETAILS REGARDING THE SALE AND DELIVERY OF SAID BONDS AND INTERESTS THEREIN The City Council of the City of Eugene finds that: A. The Uniform Revenue Bond Act (the "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 the Eugene Water and Electric Board ("EWEB"), owns and operates an electric utility and related facilities and systems (the "Electric Utility System"); B. On July 17, 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 to provide for such stand-by funding as may be required to enable EWEB to meet future increases in the cost of purchased electric power which may not be fully covered by available reserves or under the rate structure in effect at the time such cost increases are incurred (collectively, "Power Supply Cost Contingencies"); C. On August 6,2001, the City Council adopted Resolution No. 4686 authorizing EWEB to issue such revenue bonds in the total aggregate principal amount of not to exceed $60,000,000 to provide funds for the Power Supply Cost Contingencies (the "Power Supply Cost Contingencies Bonds" or the "Bonds"); D. Notice of the City's authorization of the Bonds in an aggregate principal amount not to exceed $60,000,000 was published in The Register-Guard on August 12,2001, and no petition for an election questioning the issue of such Bonds was received in the 60-day period following publication of such notice; E. On October 16,2001, the governing body of EWEB (the "Board") adopted a resolution (the "EWEB Resolution"), a copy of which is attached hereto, authorizing and providing for the issuance of the Bonds and interests therein in the form of commercial paper to provide a financing mechanism in the event of Power Supply Cost Contingencies; F. The EWEB 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. Based on the expert advice ofEWEB'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 and any interest therein be sold at a private negotiated sale and due to the uncertain nature of the amounts and timing of funds needed for the Power Supply Cost Contingencies, EWEB has determined that issuing interests in the Bonds in the form of commercial paper is prudent to give EWEB the flexibility to finance the Power Supply Cost Contingencies as the need arises. 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. (a) Authorization of Bond Issuance. Based on the above findings, the Bonds are hereby authorized to be issued as a single bond in an aggregate principal amount not to exceed $60,000,000 with participation in the Bond to be sold by or on behalf of EWEB, from time to time, in the form of commercial paper, certificates of participation or other form evidencing indebtedness under the Bond that is deemed commercially reasonable by the Board and convenient to the purpose of the Bond The Bond shall be issued and all evidence of indebtedness thereunder shall be in compliance with the Act, Resolution No. 4686, the EWEB Resolution and in this Resolution (collectively, the "Authorizing Law"). (b) Authorized of and Direction of Issuer's Representative. The following officers and employees of the Board are authorized issuer representatives for the purposes of this resolution: the President or Vice-President of the Board, the General Manager, Treasurer or Assistant Treasurer, or any person designated by either the General Manager, Treasurer or Assistant Treasurer, in writing to act on behalf of the General Manager, Treasurer or Assistant Treasurer to act under this resolution (the "Authorized Issuer Representatives"). The Authorized Issuer Representatives, are hereby empowered authorized and directed to determine the terms and conditions of the Bond and all indebtedness issued or incurred thereunder, including, but not limited to, the maturity and redemption dates thereof, principal amounts, redemption provisions, interest rates or method for determining a variable or adjustable interest rate, denominations and other terms and conditions that cannot be determined at this time provided that all such terms and conditions shall be in compliance with the Authorizing Law and further provided that: (1) The total aggregate principal amount of the indebtedness outstanding under the Bond shall not exceed $60,000,000; (2) The Bond and all other instruments of participation of other indebtedness thereunder shall include a statement on their face to the effect: (A) 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 Pledged Funds (as defined by the EWEB Resolution), or any portion thereof, or from any other monies lawfully available therefor; and (B) that the holders thereof may look for repayment only to the Pledged Funds (as defined by the EWEB Resolution) 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; (3) The Bond shall have a final maturity date not later than seven (7) years after its original date of issuance; (4) At any time prior to the sale of any participation in the Bond or an indebtedness becoming outstanding thereunder, the Board shall cause to be prepared a plan showing that the estimated net revenues which will be pledged or designated are sufficient to pay the estimated debt incurred under the Bond issue; and (5) To the extent consistent with the EWEB Resolution, the Board shall 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. Section 2. Provisions for Sale of Bonds at Private Negotiated Sale. The Bonds and any interest therein are authorized to be sold at a private negotiated sale based upon a written recommendation of EWEB' s independent financial advisor to be provided at the initial sale of the Bonds, provided that the financial advisor makes such 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. 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 any interest therein under or pursuant to the EWEB Resolution and each year thereafter until the Bonds have been paid and retired: (a) a report on the funds established pursuant to the EWEB 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 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 4. Appointment of Professionals. The Authorized Representatives are authorized, jointly and severally, to appoint bond counsel and other professionals with respect to the issuance and sale of the Bonds and any interest therein. Section 5. Offering Document. The Authorized Issuer Representatives are authorized, jointly and severally, to prepare and distribute an offering document, such as a preliminary official statement or other disclosure document for the Bonds; to obtain bond insurance or other credit enhancement, if required; to enter into agreements such as the agreements authorized by the EWEB Resolution and 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., ifrequired. Section 6. Effective Date. This Resolution shall become effective immediately upon its adoption. The foregoing Resolution adopted by the City Council this 22nd day of October, 2001. .ff'Qfa~ '- :t:LJ City Recorder RESOLUTION OF THE EUGENE WATER AND ELECTRIC BOARD (THE "BOARD") AUTHORIZING THE ISSUANCE OF REVENUE BONDS OF THE CITY OF EUGENE, OREGON (THE "CITY") AND INTERESTS THEREIN IN THE FORM OF COMMERCIAL PAPER NOTES IN AN AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $60,000,000 OUTSTANDING AT ANY ONE TIME TO PROVIDE FINANCING FOR ELECTRIC POWER PURCHASE COSTS; AUTHORIZING CERTAIN OFFICERS TO ACT ON BEHALF OF THE EUGENE WATER AND ELECTRIC BOARD IN SELLING AND DELIVERING SUCH BONDS AND NOTES; AUTHORIZING THE EXECUTION AND DELIVERY OF DOCUMENTS RELATING TO THE SALE AND DELIVERY OF THE BONDS AND NOTES. WHEREAS, 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 the Board, owns and operates an electric utility and related facilities and systems (the "Electric Utility System"); and WHEREAS, on July 17, 200 1, the Board 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 to provide for such stand-by funding as may be required to enable the Board to meet future increases in the cost of purchased electric power which may not be fully covered by available reserves or under the rate structure in effect at the time such cost increases are incurred (collectively, "Power Supply Cost Contingencies"); and WHEREAS, on August 6, 2001, the City Council adopted Resolution No. 4686 authorizing the Board to issue such revenue bonds in the total aggregate principal amount of not to exceed $60,000,000 for the purpose of providing funds for the Power Supply Cost Contingencies (the "Power Supply Cost Contingency Bonds" or "Bonds"); and WHEREAS, notice of the City's authorization of the Power Supply Cost Contingency Bonds in an aggregate principal amount not to exceed $60,000,000 was published in The Register-Guard on August 12, 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; and WHEREAS, due to the uncertain nature of the amounts and timing of funds needed for the Power Supply Cost Contingencies the Board determines that issuing interests in the Bonds in the form of commercial paper notes (the "Commercial Paper Notes" or "Notes") is prudent to give the Board the flexibility to finance the Power Supply Cost Contingencies as the need arises; and WHEREAS, it is contemplated and required that prior to the issuance and sale of the Power Supply Cost Contingencies Bonds and any Notes, the City Council of the City will adopt a resolution authorizing the issuance of the Power Supply Cost Contingencies Bonds and interests therein; NOW, THEREFORE, BE IT FOUND, DETERMINED, ORDERED AND RESOLVED BY THE EUGENE WATER & ELECTRIC BOARD OF THE CITY OF EUGENE, OREGON, AS FOLLOWS: SECTION 1. Findings. The Board hereby specifically finds and declares that the actions authorized hereby constitute and are true and correct with respect to the public affairs of the Board, and that the statements, findings and determinations of the Board set forth in the preambles of the documents apprQved herein are true and correct, and the Board hereby declares its intention of entering into the agreements described herein to effectuate the financing of the Power Supply Cost Contingencies. SECTION 2. Authorization of Bonds and Commercial Paper Notes. Subject to the prior approval of the City Council of the City (the "Council"), the Board hereby authorizes the issuance of the Bonds and the interests represented therein in the form of Commercial Paper Notes in a total aggregate amount outstanding at one time not to exceed $60,000,000 to provide funds for the Power Supply Cost Contingencies and to refund, reissue and redeliver outstanding Bonds or Notes. (a) Maturity Dates, Terms and Interest Rates of Bonds. Subject to the terms, provisions and limitations set forth in this resolution, an Authorized Issuer Representative in connection with the sale of the Bonds, shall determine the principal amount of such Bonds; the length of the term and the maturity date of such Bonds and the maximum discount to be borne with respect to such Bonds except that no Bonds shall: (i) mature on a day that is not a business day; (ii) be outstanding for more than seven years after the payment of Power Supply Cost Contingencies from the proceeds thereof; or (iii) bear an effective interest rate per annum in excess of 9% per annum; (iv) be sold at a price less than 95% of the principal amount thereof. (b) Maturity Dates, Terms and Interest Rates of Commercial Paper Notes. Subject to the terms, provisions and limitations set forth in this resolution, an Authorized Issuer Representative in connection with the sale of the Commercial Paper Notes, shall determine the principal amount of such Note; the length of the term and the maturity date of such Note and the maximum discount to be borne with resPect to such Note except that no Commercial Paper. Note shall: (i) mature on a day that is not a business day; (ii) have a term in excess of two hundred seventy (270) days; annum; or (iii) represent an effective interest rate per annum in excess of 9% per 2 (iv) be sold at a price less than 950/0 of the principal amount thereof. SECTION 3. Pledge of Revenues. The Bonds and the Notes shall be payable solely from the revenues of the Electric System of the Board, and shall be junior and subordinate to the pledge securing the City's outstanding Electric System Revenue Bonds issued pursuant to that certain Bond Resolution, adopted by the Board on June 16, 1986, as amended and supplemented. The foregoing pledge of the revenues for the payment of the Bonds and Notes shall be valid and binding from and after the date of the issuance, sale and delivery of the Bonds and Notes, and the revenues shall thereupon be subject to the lien of such pledge without the physical delivery thereof or further act by the Board. The Bonds and Notes shall not in any manner or to any extent constitute a general obligation of the City of Eugene or the Board, or create a charge upon the tax revenues of the City of Eugene or a charge upon any other revenues or property of the City of Eugene or a charge upon any other revenues or assets of the Board not specifically pledged as revenues, or constitute a personal obligation of any member, officer or employee of the Board. SECTION 4. Debt Service Report to City. Prior to issuing the Bonds, the Board shall cause to be prepared a plan showing that the estimated Electric Utility System revenues are sufficient to pay the estimated debt service of the amount of Bonds outstanding. SECTION 5. Credit Agreement. In order to effectuate the issuance and sale of the Bonds and Notes, the Board finds and determines that it is in the best interests of the Board to enter into a Credit Agreement by and between the Board and U.S. Bank, National Association, (the "Credit Agreement"). The Board authorizes and directs an Authorized Issuer Representative to execute and the Secretary or Assistant Secretary of the Board to attest such Credit Agreement, with such changes, additions, and omissions to such Credit Agreement as such representatives, in their discretion, shall approve as necessary or appropriate, such execution and attestation to be conclusive evidence of such approval, and said representatives are hereby authorized and directed to deliver such Credit Agreement to the other party thereto. In addition, all officers and employees of the Board are hereby authorized to carry out or cause to be carried out the obligations of the Board under the Credit Agreement. SECTION 6. Issuing and Paying Agencv Agreement. In order to effectuate the issuance and sale of the Bonds and Notes, the Board finds and determines that it is in the best interests of the Board to enter into the Issuing and Paying Agency Agreement by and between the Board and U.S. Bank Trust, National Association (the "Issuing and Paying Agency Agreement"). The Board authorizes and directs an Authorized Issuer Representative to execute and the Secretary or Assistant Secretary of the Board to attest such Issuing and Paying Agency Agreement, with such changes, additions, and omissions to such Issuing and Paying Agency Agreement as such representatives, in their discretion, shall approve as necessary or appropriate, such execution and attestation to be conclusive evidence of such approval, and said representatives are hereby authorized and directed to deliver such Issuing and Paying Agency Agreement to the other parties thereto. All of the officers and employees of the Board are hereby authorized and directed to carry out or cause to be carried out the obligations of the Board under the Issuing and Paying Agency Agreement. SECTION 7. Commercial Paper Dealer Agreement. In order to effectuate the issuance and sale of the Bonds and Notes, the Board finds and determines that it is in the best interests of the Board to enter into the Commercial Paper Dealer Agreement by and between the Board and U.S. Bancorp Investments, Inc. (the "Commercial Paper Dealer Agreement"). The Board authorizes and directs an Authorized Issuer Representative to execute and the Secretary or Assistant Secretary of the Board to 3 attest such Commercial Paper Dealer Agreement, with such changes, additions, and omissions to such Commercial Paper Dealer Agreement as such representatives, in their discretion, shall approve as necessary or appropriate, such execution and attestation to be conclusive evidence of such approval, and said representatives are hereby authorized and directed to deliver such Commercial Paper Dealer Agreement to the other parties thereto. All of the officers and employees of the Board are hereby authorized and directed to carry out or cause to be carried out the obligations of the Board under the Commercial Paper Dealer Agreement. SECTION 8. Offering Materials. Offering Materials, such as a preliminary official statement or other offering document (the "Offering Materials") relating to the Bonds and/or Notes is hereby authorized to be prepared. The Authorized Issuer Representatives are hereby authorized and directed, jointly and severally, for and in the name and on behalf of the Board, to execute and deliver said Offering Materials and to execute a certificate as to the finality of the Offering Materials, if required. The distribution of copies of the Offering Materials, for and in the name and on behalf of the Board, is hereby authorized. SECTION 9. Execution of Bonds and Notes. The Bonds and Notes shall be executed, for and on behalf of the Board, by the manual or facsimile signature of the President or Vice President of the Board and Treasurer or Assistant Treasurer of the Board and shall have the seal of the Board impressed or a facsimile thereof imprinted thereon, attested by the manual or facsimile signature of the Secretary or Assistant Secretary of the Board or shall be otherwise executed in accordance with applicable law. The Notes shall be authenticated, if determined to be necessary, in the form as provided in the agreements authorized by this resolution and in accordance with applicable law. SECTION 10. Authorized Issuer Representative. The following officers and employees of the Board are Authorized Issuer Representatives for the purposes of this resolution: the President or Vice-President of the Board, the General Manager, Treasurer or Assistant Treasurer, or any person designated by either the General Manager, Treasurer or Assistant Treasurer, in writing to act on behalf of the General Manager, Treasurer or Assistant Treasurer to act under this resolution. SECTION 11. Attestations. The Assistant Secretary of the Board or persons as may have been designated by an Authorized Issuer Representative are hereby authorized and directed to attest the signature of the President or Vice-President of the Board, the General Manager, Treasurer or Assistant Treasurer or of such other person or persons as may have been designated in accordance with Section 10 of this resolution, and to affix and attest the seal of the Board, as may be required or appropriate in connection with the execution and delivery of the Bonds, Notes, and agreements described herein. SECTION 12. Other Actions. The Authorized Issuer Representatives are each hereby authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all documents which they may deem necessary or advisable including the execution of a tax certificate and other documents and certificates and including the payment. of a premium for a municipal bond insurance policy, a debt service surety bond, or other form of credit enhancement in order to consummate the sale, execution and delivery of the Bonds and Notes and otherwise to carry out, give effect to and comply with the terms and intent of this resolution, the Bonds, the Notes, the Credit Agreement, the Issuing and Paying Agreement and the Commercial Paper Dealer Agreement. Such actions heretofore taken by any of the Authorized Issuer Representatives are hereby ratified, confirmed and approved. 4 SECTION 13. Effect. This resolution shall take effect immediately upon its passage. PASSED AND ADOPTED this 16th day of October, 200 1. THE CITY OF EUGENE, OREGON Acting by and through the Eugene Water and Electric Board ~~ ,~~/ Presi den . I, KRISTA K. HINCE, the duly appointed, qualified and acting Assistant Secretary of the Eugene Water and Electric Board, do hereby certify that the above is a true and exact copy of the resolution adopted by the Board at its October 16, 2001 Board Meeting. ~k~ Assi tant Secretary 5 RESOLUTION NO. 4782 A RESOLUTION AMENDING RESOLUTION NO. 4692 IN ORDER TO AUTHORIZE EWEB TO UTILIZE A LINE OF CREDIT AS ONE OF THE FORMS OF INDEBTEDNESS AUTHORIZED BY RESOLUTION NO. 4692 The City Council of the City of Eugene finds that: A. On October 22, 2001, the City Council adopted Resolution No. 4692 authorizing EWEB to issue not to exceed $60,000,000 of principal amount of indebtedness. Pursuant to Resolution No. 4692, EWEB has issued bonds or other evidence of indebtedness totaling $30,000,000, leaving $30,000,000 of authorized but unissued debt remaining under Resolution No. 4692. B. EWEB has requested that the City Council adopt this Resolution to include a line of credit as one form of indebtedness that EWEB may issue under the authority of Resolution No. 4692. 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. Based on the above findings, Resolution No. 4692 is amended to authorize EWEB, on behalf of the City, to enter into a line of credit as one type of indebtedness authorized under Resolution 4692. Resolution 4692 is hereby further amended to add the additional condition that the bonds or other evidence of indebtedness, including a line of credit, shall have an effective interest rate of not to exceed nine percent (9%) per annum. These amendments are subject to the other unamended terms and conditions prescribed by Resolution No. 4692. Section 2. Except as explicitly amended by this Resolution, Resolution No. 4692 shall remain in full force and effect. Section 3. This Resolution shall become effective immediately upon its adoption. The foregoing Resolution adopted the 12th day of January, 2004. J1;vl~ City Reco der