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HomeMy WebLinkAboutResolution No. 4425RESOLUTION NO, A RESOLUTION AUTHORIZING THE ISSUANCE AND SALE BY THE CITY OF EUGENE ■ ACTING BY AND THROUGH THE EUGENE WATER & ELECTRIC BOARD, OF NOT EXCEEDING FIFTY MILLION DOLLARS ($ 5 0 , 0 0 0.0 0 0 ) AGGREGATE PRINCIPAL AMOUNT OF REVENUE BONDS OR OTHER EVIDENCES OF INDEBTEDNESS OF SAID CITY ■ PAYABLE SOLELY FROM NET REVENUES OR ANY PORTION THEREOF OF THE ELECTRIC UTILITY SYSTEM OF SAID CITY OR FROM ANY OTHER MONIES LAWFULLY AVAILABLE THEREFOR. FOR THE PURPOSE OF FINANCING IMPROVEMENTS TO THE ELECTRIC UTILITY SYSTEM; AND PROVIDING FOR CERTAIN OTHER MATTERS IN CONNECTION THEREWITH. The City Council of the City of Eugene finds that: (a) The electors of the City of Eugene, Oregon (the "City") approved at an election duly held on May 18, 1993, Resolution No. 4360 adopted by the City Council on February 17, 1993, authorizing the City, acting by and through the Eugene Water & Electric Board, to issue up to one Hundred Fifty Million Dollars ($150,000,000) aggregate principal amount of revenue bonds or other evidences of indebtedness of the City, payable solely from the net revenues or any portion thereof of the Electric Utility System of the City, or from any other monies lawfully available therefor, for the purpose of financing improvements to the Electric Utility System; and (b) Section 2 of Resolution No. 4360 requires that all terms and conditions of the bonds or other evidences of indebtedness, and the terms upon which the same may be sold, shall be prescribed by Resolution. 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. The terms and conditions of such bonds or other evidences of indebtedness in an aggregate principal amount of not to exceed fifty million dollars ($50,000,000) and the terms upon which the same may be sold shall be as set forth in this Resolution; provided, however, that the Eugene Water & Electric Board is hereby authorized to prescribe by resolution all such terms and conditions in addition to and not in conflict with those set forth herein. The terms and conditions prescribed by this Resolution are as follows: (a) The bonds or other evidences of indebtedness shall not be sold at a price less than ninety -six percent (96%) of the par amount thereof, shall mature not later than thirty NY 1 66714.4 015259 REs (3 0) years f rom the such rate or rates (13%) per annum. date thereof and shall bear interest at per annum not exceeding thirteen percent (b) Such bonds and other evidences of indebtedness shall include a statement on their face to the effect: (1) That they do not in any manner constitute a general obligation of the Eugene Water & Electric Board, or of the City of Eugene, or create a charge upon the tax revenues of said City, or upon any other revenues or property of said city, or property of said Board, but are. charges upon and are payable solely from the revenues of the Electric Utility System of the City, or any portion thereof, or from any other monies lawfully available therefor, pledged to the payment thereof; (2) That the holders thereof may only look for repayment 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 Eugene Water & Electric Board, or by and through the taxing power of the City. ( c ) The Eugene Water & Electric Board may provide for the refunding of any bonds or other evidences of indebtedness so issued by the issuance and sale of refunding bonds or other evidences of indebtedness upon such terms and conditions as it may prescribe, and pledge to such refunding bonds and other evidences of indebtedness all of the net revenues of the Electric Utility System, or any portion thereof, or from any other monies lawfully available therefor as it may determine; provided, however, that such refunding bonds or other evidences of indebtedness shall not be sold at a price less than ninety-six percent (96%) of the par amount thereof, shall mature not later than thirty (30) years from the date thereof and shall bear interest at such rate or rates per annum not exceeding thirteen percent (13%) per annum. (d) Provisions shall be made for the complete amortization of the principal amount of each issue of bonds issued under the authority of Resolution No, 4360 and this resolution within a period of thirty (30) years from the respect ive date of such issue, through the medium of serial or sinking fund bonds or otherwise, as the Eugene Water & Electric Board may determine. (e) subject only to the provisions of the resolutions heretofore adopted by the Eugene Water & Electric Board providing for the issuance of bands payable from the net revenues of the Electric Utility System, any pledge of the revenues or other monies or obligations of the Electric Utility System made by the city acting by and through the 2 NY 1 66714.4 015259 RES Board shall have such a lien and priority as the Board shall determine and shall be valid and binding from the time such pledge is made, and the revenues or other monies or obligations so pledged and thereafter received by the Board shall immediately be subject to the lien of such pledge without any physical delivery or further act. (f) Without limiting the powers extended to the Eugene Water & Electric Board to determine terms and conditions of the bonds and other evidences of indebtedness in addition to and not. in conflict herewith, the Board - is authorized, in its discretion, and to the extent permitted by law, to provide in connection with the authorization of any issue of such bonds, that such bonds and the interest thereon may be payable, collectible or registerable at any place.or places within or without the State of Oregon; that such bonds may be redeemable, either at the option of the Board, or by the operation of any sinking fund provided for the 'issue, at such time or times and at such price or prices as the Board may determine, whether or not involving a premium over the principal amount of such bonds, provided, however, that any such premium shall not exceed four percent (4% of the principal amount of bonds to be redeemed; for the appointment of such fiscal or paying agents, registrars, trustees, or other agencies, for any such issue of bonds, as the Board may determine, for the benefit and protection of the holders of such bonds; for the deposit of funds including bond proceeds with such agents or trustees for any lawful purpose for which such funds may be deposited; for the manner of disbursement of, and accounting for, bond proceeds; for the rights and remedies of the holders of such bonds; for the establishing and maintaining of special funds or accounts to insure the payment when due and payment of the principal of and interest on such bonds and for other purposes, from proceeds of the sale of bonds or revenues of the Electric Utility System or other monies lawfully available and pledged to the payment of such bonds and the interest thereon, and for the investment and reinvestment of monies or obligations in such special funds; and to covenant with, and for the benefit of , the holders from time to time. of such bonds as the Board may determine. (g) The Eugene Water & Electric Board shall, by resolution, determine the amount or amounts required for the purposes for which the monies are at any particular time or times, and shall also 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 such 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. 3 NY 1 65714.4 015259 RES (h) The bonds or other evidence of indebtedness shall _ not be sold until the following actions have taken place: (1) Legal opinions have been rendered by bond counsel for the Eugene Water & Electric Board that the bonds are duly and legally authorized and do not constitute general obligations of the City of Eugene. (2) General counsel for the City of Eugene has reviewed all resolutions of the Eugene Water & Electric Board enacted pursuant to this Resolution and has determined that such resolutions do not conflict with the terms and conditions prescribed by this Resolution. Section 2. Provisions for Issuance and Sale of Notes. (a) In anticipation of the issuance and sale of the fifty million dollars ($50, 000 , 000 ) of bonds ref erred to in Section 1 hereof , as approved by the electors of the City of Eugene, Oregon on May 18, 1553, the Eugene Water & Electric Board is authorized to provide f or the issuance and sale of notes in an aggregate principal amount of not to exceed fifty million dollars ($50,000,000). The notes shall not be sold at a price less than ninety percent ( 9 0 % } of the par amount thereof. The notes shall be sold from time to time, may be renewed from time to time and shall mature from time to time not later than - one year after the estimated completion dates of the respective capital projects financed from the proceeds of said notes. A credit facility may be obtained by the Eugene Water & Electric Board in connection with the issuance from time to time of the notes. The effective interest rate of any such notes shall not exceed ten percent (10!k} per annum. Such notes shall be sold at public or private sale, shall be in such form and in such denominations, and shall be subject to prior redemption at a premium not in excess of two percent (2 %) of the principal amount of the notes to be redeemed, all as shall be determined by the Eugene Water & Electric Board. The notes and the interest thereon shall be payable from the proceeds of said bonds approved by the electors of the City of Eugene, Oregon on May 18, 1993, and other funds of the Electric Utility System available therefor. The Eugene Water & Electric Board is hereby authorized to prescribe by resolution all such terms and conditions of said notes in addition to and not in conflict with those set forth herein. (b) Such notes and credit facility shall include a statement on their face to the effect: (1) That they do not in any manner constitute a general obligation of the Eugene Water & Electric Board, or of the City of Eugene, or create a charge upon the tax revenues of said City, or upon any other revenues or property of said City, or property of said Board, but are payable from the proceeds of bonds in anticipation of the issuance of which they are issued, and are charges upon and are payable solely from the revenues of the Electric 4 NY 1 66714.4 015259 R.ES w � } F L Utility System of the City, or any portion thereof, or from any other monies lawfully available therefor, pledged to the payment thereof; (2 ) That the holders thereof may only look f or repayment to the proceeds of bonds and 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 Eugene Water & Electric Board, or by and through the taxing power of the City. (c) Subject only to the provisions of the resolutions heretofore adopted by the Eugene Water & Electric Board providing for the issuance of bonds payable from the net revenues of the Electric Utility System, any pledge of the revenues or other monies or obligations of the Electric Utility System made *by the City acting by and through the Board shall have such a lien and priority as the Board shall determine and shall be valid and binding from the - time such pledge is made, and the revenues or other monies or obligations so pledged and thereafter received by the Board shall immediately be subject to the lien of such pledge without any physical delivery or further act. (d) Without limiting the powers extended to the Eugene Water & Electric Board to determine terms and conditions of the notes in addition to and not in conflict herewith, the Board is authorized. in its discretion, and to. the extent permitted by law, to provide in connection with the authorization of any issue of such notes, that such notes and the interest thereon may be payable, collectible or registerable at any place or places within or without the State of Oregon; for the appointment of such fiscal or paying agents , registrars , trustees, or other agencies for any such issue of notes, as the Board may determine, for the benefit and protection of the holders of such notes; for the deposit of funds including note proceeds with such agents or trustees for any lawful purpose for which such funds may be deposited; for the manner of disbursement of, and accounting for, note proceeds; for the rights and remedies of the holders of such notes; for the establishing and maintaining of special funds or accounts to insure the payment when due and payment of the principal of and interest on such notes and for other purposes, from proceeds of the sale of bonds or revenues of the Electric Utility System or other monies lawfully available and pledged to the payment of such notes and the interest thereon -, and for the investment and reinvestment of monies or obligations in such special funds; and to covenant with, and for the benefit of, the holders from time to time of such notes as the Board may determine. 5 NY 1 66714.4 015259 RES (e) The Eugene Water & Electric Board shall, by resolution, determine the amount or amounts required for the purposes for which the monies are borrowed at any particular time or times, and shall also 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 such notes exist, have happened and have been performed in due time, farm and manner as required by the constitution and statutes of the State of Oregon and the Charter of the City of Eugene. �f} The notes or other evidence of indebtedness shall not be sold until the following actions have taken place: (1) Legal opinions have been rendered by bond counsel for the Eugene Water & Electric Board that the notes are duly and legally authorized and do not constitute general obligations of the City of Eugene. (2) General counsel for the City of Eugene has reviewed all resolutions of the Eugene water & Electric Board enacted pursuant to this Resolution and has determined that such resolutions do not conflict with the terms and conditions prescribed by this Resolution. (3) The City Manager is given written notice in advance of the initial sale and the principal amount of the notes to be sold at the initial sale. The legal opinions referred to in paragraph (1) above shall be rendered, and the determination referred to in paragraph ( 2 ) above shall be made, prior , to the initial issuance of notes and need not be rendered or made in connection with each subsequent issuance or renewal of such notes. Section 3. Re ortin . The Eugene Water & Electric 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 bond resolution describing the funds established, the amounts in each fund, expenditures 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. (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 are included in the Eugene water & Electric Board's yearly audit 6 NY 1 66714.4 015259 RES report, the Board may comply with this section by transmitting a copy of its yearly audit report to the City. Section 4. Effective Date. This Resolution shall become effective immediately upon its adoption. The foregoing Resolution adopted by the City Council thi s day of 1994{ -- - -- - - - - - -- A A 44 ► ---- City Recorder, -e� p� 7 NY 1 65714.4 015259 RES