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HomeMy WebLinkAboutReso 1996-18302 RESOLUTION NO. 18302 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA AUTHORIZING THE ISSUANCE AND SALE OF NOT TO EXCEED ~151,000,000 AGGREGATE PRINCIPAL AMOUNT OF INDUSTRIAL DEVELOPMENT REFUNDING REVENUE BONDS OF THE CITY OF CHULA VISTA TO REFUND CERTAIN BONDS ISSUED BY THE CITY OF SAN DIEGO TO FINANCE COSTS OF CERTAIN GAS AND ELECTRIC FACILITIES FOR SAN DIEGO GAS & ELECTRIC COMPANY, AUTHORIZING THE EXECUTION AND DELIVERY OF AN INDENTURE OF TRUST AND A LOAN AGREEMENT PROVIDING FOR THE ISSUANCE OF THE BONDS AND THE REPAYMENT OF THE LOAN OF THE PROCEEDS THEREOF, RESPECTIVELY, AND RELATED MATTERS WHEREAS, the City of Chula Vista (the "City") is authorized pursuant to its Charter and Chapter 3.48 of the Municipal Code of the City (the "Municipal Code") to assist in financing or refinancing utility facilities located within and without the City; and WHEREAS, the Municipal Code provides that the City may issue revenue bonds payable exclusively from the revenues derived from such utility facilities in order to provide funds to finance or refinance such facilities; and WHEREAS, the Municipal Code provides that such revenue bonds shall be secured by a pledge of the revenues out of which such bonds shall be payable; and WHEREAS, pursuant to Ordinance No. 2669 adopted on April 16, 1996, the City has amended Chapter 3.48 of the Municipal Code to authorize the City to issue refunding revenue bonds to refund bonds previously issued by other issuers to finance utility facilities location within and without the City; and WHEREAS, the City of San Diego has previously issued its 1986 Series A, 1986 Series B, and 1987 Series A Industrial Development Bonds (the "Prior Bonds") and loaned the proceeds thereof to San Diego Gas & Electric Company (the "Company") to finance certain gas and electric utility facilities located within and without the City (collectively, the "Projects"); and WHEREAS, the City has determined that it is desirable to assist the Company in refinancing a portion of the cost of the acquisition, construction and installation of the Projects through the issuance and sale of one or more series of refunding revenues bonds of the City, in a aggregate principal amount not to exceed (;151,000,000 (the "Bonds"), and the loan of the proceeds thereof to the Company to repay the loans with respect to the Prior Bonds; and WHEREAS, the bonds will be issued under and pursuant to, and are to be secured by, an Indenture of Trust in substantially the form before this meeting {the "Indenture"), by and between the City and a bank or trust company acceptable to the Company and the officers of the City executing the Indenture, as trustee (the "Trustee"); and Resolution 18302 Page 2 WFII:RI:A$, the proceeds of the Bonds will be loaned to the Company for the purposes described above pursuant to a Loan Agreement in substantially the form before this meeting (the "Loan Agreement"), by and between the City and the Company, whereby the Company will covenants and agree to make payments to the Trustee (as assignee of the City's rights under the Loan Agreement) sufficient to pay the principal of, premium, if any, and interest on the Bonds when the same become due and payable, and to make such other payments and satisfy such other obligations as may be required therein and in the Municipal Code. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Chula Vista, California as follows: SECTION 1. TheCityCouncilherebyfindsanddeterminesthattheforegoingrecitalsaretrue and correct and that the gas transmission and distribution facilities and electric generation, transmission and distribution facilities to be refinanced with the proceeds of the Bonds shall directly benefit the citizens of the City by reducing the costs of providing utility service within the City and thereby reducing the rates to be paid by industrial, commercial and residential utility customers within the City. SECTION 2. In order to refinance the costs of the Project and refund the Prior Bonds, the Bonds are hereby authorized to be issued in one or more series in an aggregate principal amount not to exceed $151,000,000 pursuant to one or more Indentures in substantially the form which is on file in the office of the Finance Director/City Treasurer, and containing substantially the terms and provisions set forth therein. The Mayor and the City Clerk are hereby authorized and directed to execute, attest, seal and deliver the Indenture with such additions or changes in said form as such officers may recommend or approve upon consultation with the City Attorney and bond counsel to the City, the approval of such additions or changes to be evidenced conclusively by the execution and delivery of the Indenture. SECTION 3. The Mayor and the City Clerk are hereby authorized and directed to execute, attest, seal and deliver the Bonds as provided in the applicable Indenture, including the use of facsimile signatures on the Bonds. The Bonds may be issued in one or more series, shall be designated as City of Chula Vista Industrial Development Refunding Revenue Bonds (San Diego Gas & Electric Company), and shall (i) be in such denominations; (ii) bear such date or dates; (iii) mature at such time or times; (iv) bear interest at such rate or rates, (v) be in such form and have such series designations; (vi) carry such registration privileges; (vii) be executed in such manner; (viii) be payable at such place or places within or without the State of California; (ix) be subject to such terms of redemption; and (x) be subject to such other terms and conditions, all as provided in the applicable Indenture, as finally executed. SECTION 4. The City shall lend the proceeds of the Bonds to the Company to refinance a portion of the cost of the Project and refund the Prior Bonds pursuant to one or more Loan Agreements in substantially the form which is on file in the office of the Finance Director/City Treasurer, containing substantially the terms and provisions (including repayment provisions) set forth therein. The Mayor and the City Clerk are hereby authorized and directed to execute, attest, seal and deliver the Loan Agreement with such additions or changes in said form as such officers may recommend or approve upon consultation with the City Attorney and bond counsel to the City, the approval of such additions or changes to be evidenced conclusively by the execution and delivery of the Loan Agreement. ! 1 T Resolution 18302 Page 3 SECTION 5. It is hereby found, determined and declared that the Bonds and interest and premium, if any, thereon shall never constitute a debt or liability or a pledge of the faith and credit of the City within the meaning of any constitutional or statutory provision or limitation and shall not directly or indirectly or contingently obligate the City to levy or to pledge any form of taxation whatever therefor or to make any appropriation for their payment. The Bonds and interest and premium, if any, thereon shall be payable solely and only from the revenues derived from the Loan Agreement. SECTION 6. All actions heretofore taken by the officers and agents of the City with respect to the financing of the Project and the authorization and issuance of the Bonds are hereby approved, confirmed and ratified, and the Mayor, the City Manager, the Director of Finance and the City Clerk, or any of them, or their duly authorized designees, are hereby authorized and directed to execute, attest, seal and deliver any and all documents, including but not limited to those described in the Indenture and the Loan Agreement, and do any and all things, deemed necessary to effect the issuance and delivery of the Bonds and the execution and delivery of the Loan Agreement and the Indenture and to carry out the intent and purpose of this resolution and otherwise necessary to carry out the financing of the Project. SECTION 7. All consents, approvals, notices, orders, requests and other actions permitted or required by any of the documents authorized by this resolution, including without limitation any of the foregoing which may be necessary or desirable in connection with any default under or amendment of such documents, any transfer or other disposition of the Project, any substitution of credit enhancement for the Bonds or any redemption of the Bonds, may be given or taken by the Director of Finance without further authorization by the City Council, and the Director of Finance is hereby authorized and directed to give any such action consent, approval, notice, or request and to take any such action which such officer may deem necessary or desirable to further the purposes of this resolution and the financing of the Project. SECTION 8. The provisions of this resolution are hereby declared to be severable and if any section, phrase or provision shall for any reason be declared to be invalid, such declaration shall not affect the validity of the remainder of the sections, phrases and provisions. SECTION 9. All resolutions or parts thereof in conflict herewith, if any (of which none are known to the City), are hereby repealed to the extent of such conflict. SECTION 10. This resolution shall become effective immediately. Presented by Approved as to form by ruce Finance Director ' Resolution 18302 Page 4 PASSED, APPROVED, and ADOPTED by the City Council of the City of Chula Vista, California, this 21 st day of May, 1996, by the following vote: AYES: Councilmembers: Alevy, Moot, Padilia, Rindone, Horton NAYES: Councilmembers: None ABSENT: Councilmembers: None ABSTAIN: Councilmembers: None Shirl~ Horton, Mayor ATTEST: Beverly ~(. Authelet, City Clerk STATE OF CALIFORNIA ) COUNTY OF SAN DIEGO ) ss. CITY OF CHULA VISTA ) I, Beverly A. Authelet, City Clerk of the City of Chula Vista, California, do hereby certify that the foregoing Resolution No. 18302 was duly passed, approved, and adopted by the City Council at a regular meeting of the Chula Vista City Council held on the 21st day of May, 1996. Executed this 21st day of May, 1996. ~Authelet, City Clerk