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HomeMy WebLinkAboutResolution No. 4870 =~= COUNCIL RESOLUTION NO. 4870 A RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF ELECTRIC UTILITY SYSTEM REVENUE AND REFUNDING BONDS IN THE AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED EIGHTEEN MILLION THREE HUNDRED FIFTY-FOUR THOUSAND TWO HUNDRED EIGHTY DOLLARS ($18,354,280) FOR THE PURPOSES OF FINANCING AND REFINANCING CAPITAL IMPROVEMENTS TO THE ELECTRIC UTILITY SYSTEM AND PROVIDING FOR RELATED MATTERS PASSED: 8:0 REJECTED: OPPOSED: ABSENT: RECUSED: CONSIDERED: May 8, 2006 RESOLUTION NO. 4870 A RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF ELECTRIC UTILITY SYSTEM REVENUE AND REFUNDING BONDS IN THE AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED EIGHTEEN MILLION THREE HUNDRED FIFTY-FOUR THOUSAND TWO HUNDRED EIGHTY DOLLARS ($18,354,280) FOR THE PURPOSES OF FINANCING AND REFINANCING CAPITAL IMPROVEMENTS TO THE ELECTRIC UTILITY SYSTEM AND PROVIDING FOR RELATED MATTERS The City Council of the City of Eugene finds that: A. ORS ~288.805 to ~288.945, commonly known as 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. The City, acting by and through the Eugene Water & Electric Board ("EWEB"), owns and operates an electric utility and related facilities and systems. B. 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"). C. The Bond Resolution provides in part 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. D. On May 18, 1993, the electors of the City of Eugene authorized issuance of up to $150,000,000 of electric system revenue bonds. Subsequently, the City Council adopted Resolution No. 4425 authorizing the issuance of electric revenue bonds. Pursuant to that authorization, the City, acting by and through EWEB, issued the City of Eugene, Oregon, Electric System Revenue Bonds, Series 1996 (the "1996 Bonds"), which 1996 Bonds will be outstanding in the principal amount of $12,420,000 as of August 1,2006. E. EWEB has determined that substantial present value savings may be achieved by issuing refunding bonds for the purpose of refunding and defeasing the outstanding 1996 Bonds which may be called and redeemed as of August 1,2006, without premium (the "Refunded 1996 Bonds"). F. EWEB has requested that the City Council adopt this Resolution in part to set the terms for the issuance of not to exceed $13,500,000 principal amount of bonds (the "2006 Refunding Bonds") and ORS 288.592 authorizes the issuance of the 2006 Refunding Bonds. Resolution - 1 - 1 - G. On June 25, 2001 the City Council adopted Resolution No. 4677 authorizing the issuance and sale by the City, acting by and through EWEB, of electric revenue bonds, in one or more series, in an aggregate principal amount not to exceed $50,000,000 for the purpose of financing certain capital improvements to the electric utility as described in the resolution. H. On July 22, 2001 a Notice of Revenue Bond Authorization (the "2001 Notice") was published in The Register-Guard, a newspaper of general circulation within the geographical boundaries of the City. Sixty (60) days elapsed since the publication of the 2001 Notice, and no voters residing within the geographical boundaries of the City filed a petition with the City asking to have the question of whether to issue the electric utility system revenue bonds in the aggregate principal amount not to exceed $50,000,000 referred to a vote (the "2001 URBA Authorization"). I. On May 12, 2003 the City Council adopted Resolution No. 4757 setting the terms for the issuance of not to exceed $7,000,000 principal amount of bonds (the "2003 New Project Bonds") for the purpose of financing capital improvements to the electric utility system which constitute Project purposes under the 2001 URBA Authorization, to fund necessary reserves for the 2003 New Project Bonds, and to pay the costs of issuance of the 2003 New Project Bonds. J. On December 6, 2004 the City Council adopted Resolution No. 4817 setting the terms for the issuance of not to exceed $5,400,000 principal amount of bonds (the "2005 New Project Bonds") for the purpose of financing capital improvements to the electric utility system which constitute Project purposes under the 2001 URBA Authorization (the "2005 New Project"), to fund necessary reserves for the 2005 New Project Bonds, and to pay the costs of issuance of the 2005 New Project Bonds and setting the terms for the issuance of not to exceed $10,000,000 principal amount of bonds (the "2005 Improvement Bonds") for the purpose of financing the design, construction, installation and equipping of certain capital improvements to the Electric Utility System operated by EWEB in connection with the relicensing of the Carmen-Smith Hydroelectric Project, including structural and environ- mental enhancement facilities and facilities to improve the generation, transmission, distri- bution and operations of the Electric Utility System which constitute Project purposes under the 2005 URBA Authorization (as defined below) (the "2005 Improvement Program"), to fund necessary reserves for the 2005 Improvement Bonds, and to pay the costs of issuance of the 2005 Improvement Bonds. K. On December 13, 2004 a Notice of Revenue Bond Authorization (the "2005 Notice") was published in The Register-Guard, a newspaper of general circulation within the geographical boundaries of the City. Sixty (60) days elapsed since the publication of the 2005 Notice, and no voters residing within the geographical boundaries of the City filed a petition with the City asking to have the question of whether to issue the electric utility system revenue bonds in the aggregate principal amount not to exceed $10,000,000 referred to a vote (the "2005 URBA Authorization"). L. As of the date of this Resolution, the aggregate principal amount of bonds issued pursuant to the 2001 URBA Authorization is $47,070,719.21, consisting of $37,570,719.21 of Electric Resolution - 2 - 2- Utility System Revenue Bonds, Series 2001B, $7,000,000 of the 2003 New Project Bonds and $10,575,000 of Electric Utility System Revenue Bonds, Series 2005 (of which $2,500,000 was issued under the 2001 URBA Authorization), leaving $2,929,280.79 of authorized but unissued debt remaining under the 2001 URBA Authorization and the aggregate principal amount of bonds issued pursuant to the 2005 UREA Authorization is $8,075,000, consisting of $10,575,000 of Electric Utility System Revenue Bonds, Series 2005 (of which $8,075,000 was issued under the 2005 URBA Authorization), leaving $1,925,000 of authorized but unissued debt remaining under the 2005 URBA Authorization. M. EWEB has requested by resolution that the City Council adopt this Resolution in part to set the terms for the issuance of not to exceed $4,854,280 principal amount of bonds (the "2006 Improvement Bonds") for the principal purposes of reimbursing the Electric Utility general account for funds expended in the application process for the Carmen Smith Hydroelectric license and additional funding toward the completion of that process, and for the purchase of property in West Eugene for a new Operations Center (the "2006 Improvement Program"), which constitute Project purposes under the 2001 URBA Authorization and the 2005 URBA Authorization (the "2006 Improvement Program"), to fund necessary reserves for the 2006 Improvement Bonds and to pay the costs of issuance of the 2006 Improvement Bonds. N. Notwithstanding the provisions of any prior resolution, EWEB now desires that all of the Bonds be sold at competitive bid and with maturities not exceeding thirty (30) years as herein provided. 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. Authorization of Bonds~ Purpose of Issue. Based on the above findings, the Council hereby authorizes EWEB, on behalf of the City, to issue and sell "City of Eugene, Oregon Electric Utility System Revenue and Refunding Bonds" (the "Bonds") in one or more series (being 2006 Refunding Bonds and/or 2006 Improvement Bonds), in the aggregate principal amount of not to exceed $18,354,280, for the purpose of refunding and defeasing the Refunded 1996 Bonds and financing the costs of the design, construction, installation, acquisition, relicensing and equipping of the 2006 Improvement Program and to fund any required reserves and costs of issuance. Section 2. Conditions of Issuance and Sale. The City Council hereby prescribes that: (a) The Bonds of each series shall: (i) mature not later than thirty (30) years from the date of issuance of the series; (ii) be sold pursuant to public competitive bid pursuant to ORS ~288.835 at par or with a net original issue discount or premium that does not exceed seven percent (7%) of the aggregate principal amount thereof; and (iii) have an effective interest rate of not to exceed seven percent (7%) per annum; and (b) The proceeds of the Bonds shall be used only for the following purposes: Resolution - 3 - 3 - (i) An amount not to exceed $4,854,280 shall be used to finance the 2006 Improvement Program, to pay related costs of issuance and to fund a reserve fund for the payment of Bonds issued to finance the 2006 Improvement Program; and (ii) An amount not to exceed $13,500,000 shall be used to refund and defease the Refunded 1996 Bonds and to pay related costs. Section 3. Delegation of Authority for Terms of Bonds~ Provisions for Issuance. Pursuant to ORS ~288.825(4)(a), ORS ~288.520(4), ORS ~288.540 and ORS ~288.545, EWEB, or any individual designated by EWEB, is hereby authorized and directed to determine, with respect to the Bonds, the form of bond and series designation, the manner of disbursement of proceeds of the bonds, the maturity dates, principal amounts, redemption provisions, interest rates or the method for determining a variable or adjustable interest rate, denominations, form and authorized signatory and other terms and conditions of the Bonds because the same cannot be determined by the Council at this time. Prior to the issuance of any Bonds, EWEB shall: (i) prepare a plan showing that the estimated Electric Utility System revenues are sufficient to pay the estimated debt service on the Bonds; (ii) adopt a bond resolution and provide a copy of such resolution to the City; and (iii) provide to the City a resolution determining 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, the Charter of the City of Eugene and any other applicable resolutions of the Eugene City Council. Section 4. Declaring Intent To Reimburse. The City reasonably anticipates that the City and EWEB may incur preliminary, cost of issuance and other pr<?ject expenditures that qualify as "Original Expenditures" under Treasury Regulation ~ 1.150-2 prior to the date of issuance of the Bonds, and hereby declares its official intent to reimburse itself, including EWEB, with proceeds of the sale of the Bonds to be issued in an amount not to exceed $18,354,280. Section 5. Statement on Form of Bond. All Bonds shall include a statement on their face to the effect: (a) That they do not in any manner constitute a general obligation of EWEB 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 EWEB, but are charges upon and are payable solely from the revenues of the Electric Utility System operated by EWEB, or any portion thereof, pledged to the payment thereof; and (b) That the holders thereof may look for repayment only to the revenues of the Electric Utility System which are pledged for the payment thereof, and may not directly or indirectly be paid or compensated through the property of the City, or EWEB, or by or through the taxing power of the City. Section 6. Bonds Payable Solely from Revenues. The Bonds shall not be general obligations of the City, nor a charge upon its tax revenues, but shall be payable solely from the revenues and funds of the Electric Utility System which EWEB pledges to the payment thereof Resolution - 4 -4- pursuant to ORS ~288.825, the 2001 URBA Authorization and the 2005 URBA Authorization, the provisions of City Council Resolutions 4677 and 4817 and in accordance with this Resolution. Section 7. Bonds Reporting. EWEB shall submit to the City by May 1 of each year the following annual reports commencing after the first sale of any Bonds or other evidences of indebtedness hereunder and each year thereafter until the Bonds have been paid and retired: (a) A report on the funds for each series of Bonds 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 yearly audit report of EWEB, then EWEB may comply with this section 7 by transmitting a copy of its yearly audit report to the City. Section 8. Appointment of Professionals. EWEB is authorized to appoint bond counsel, disclosure counsel, financial advisors, a registrar and paying agent and any other professional assistance that EWEB determines is necessary or convenient to accomplish the issuance and sale of any or all of the Bonds. Section 9. Official Statement Sale Documents. EWEB or any party designated by EWEB ,is authorized to prepare and distribute or direct the preparation and distribution of one or more preliminary official statement(s) or other disclosure document(s) for any of the Bonds or in connection with a preliminary official statement or other disclosure document for any other bonds, as determined to be necessary by EWEB, to obtain bond insurance or other credit enhancement or commitments therefor, if required, to obtain a rating on any or all of the Bonds from Moody's Investors Service, Inc., Standard & Poor's and/or Fitch Ratings, if required, and to issue and publish such notices of sale of the Bonds as may be necessary or required to accomplish the public competitive sale of the Bonds in accordance with this Resolution. Section 10. Effective Date of Resolution. This Resolution shall become effective immediately upon its adoption. The foregoing Resolution adopted on this 8th day of May, 2006. V\AO ~ W-tvl,-- ,. y Recorder Resolution - 5 - 5 -