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HomeMy WebLinkAboutReso 1993-17248 RESOLUTION NO. 17248 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA AUTHORIZING THE ISSUANCE AND SALE OF NOT TO EXCEED $400,000,000 AGGREGATE PRINCIPAL AMOUNT OF INDUSTRIAL DEVELOPMENT REVENUE BONDS OF THE CITY OF CHULA VISTA IN ONE OR MORE SERIES TO FINANCE COSTS OF CERTAIN GAS AND ELECTRIC FACILITIES FOR SAN DIEGO GAS & ELECTRIC COMPANY, AUTHORIZING AND APPROVING THE EXECUTION AND DELIVERY OF ONE OR MORE INDENTURES OF TRUST AND ONE OR MORE LOAN AGREEMENTS PROVIDING FOR THE ISSUANCE OF THE BONDS AND THE REPAYMENT OF THE LOAN OF THE PROCEEDS THEREOF, RESPECTIVELY, AND AUTHORIZING AND APPROVING RELATED MATTERS WHEREAS, the City of Chula Vista (the "City") is authorized pursuant to 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; 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 further provides that such revenue bonds shall be secured by a pledge of the revenues out of which such bonds shall be payable; WHEREAS, pursuant to Resolution No. 16546, adopted March 24, 1992, the City Council of the City took official action toward the issuance of indebtedness for the purpose of assisting in the financing of electric generation, transmission and distribution located in San Diego County and Orange County (the "Service Area") and elsewhere for San Diego Gas & Electric Company, a California corporation (the "Company"); WHEREAS, the City has determined that it is desirable to finance a portion of the cost of the acquisition, construction and installation of certain facilities for the generation, transmission and distribution of electric energy and the transmission, storage and distribution of gas {the "Project") located in the Service Area and elsewhere through the issuance and sale of one or more series of revenue bonds of the City (the "Bonds") in an aggregate principal amount not to exceed $400,000,000 and the loan of the proceeds thereof to the Company; WHEREAS, the Bonds will be issued under and pursuant to, and are secured by, one or more Indentures of Trust in substantially the form before this meeting {the "Indenture"), by and between the City and a trustee or trustees to be selected by the Company with the approval of the City (the "Trustee"); WHEREAS, the proceeds of the Bonds will be loaned to the Company for the purposes described above pursuant to one or more Loan Agreements in substantially the form before this meeting (the "Loan Agreement"), by and between the City and the Company, whereby the Company will covenant and agree to make payments to the Resolution No. 17248 Page 2 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. The City Council hereby finds and determines that the foregoing recitals are true and correct and that the gas storage, transmission and distribution facilities and electric generation, transmission and distribution facilities to be financed with 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. Resolution No. 16546 of the City Council, adopted March 24, 1992, is hereby amended to insert the phrase "together with improvements to the Company's gas transmission, storage and distribution systems located in San Diego and Orange Counties and elsewhere" immediately after the word "elsewhere" which appears in the last line of the first recital of said resolution. SECTION 3. In order to finance the costs of the Project, the Bonds are hereby authorizing to be issued in one or more series in an aggregate principal amount not to exceed $400,000,000 pursuant to one or more Indentures in substantially the form which is Exhibit A hereto, known as document number C093-197, a copy of which is on file in the office of the City Clerk, 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 one or more Indentures 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 such Indentures. SECTION 4. The Mayor and the City Clerk are hereby authorized and directed to execute, attest, seal and deliver the Bonds as provided in the Indentures, including by use of facsimile signatures and seals on the Bonds. The Bonds may be issued in one or more series, shall be designated as "City of Chula Vista Industrial Development 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 Resolution No. 17248 Page 3 times; (iv) bear interest at such rate or rates; (v) be in such form; (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 Indenture pursuant to which such Bonds are issued, as finally executed. SECTION 5. The City shall lend the proceeds of the Bonds to the Company to finance a portion of the cost of the Project pursuant to one or more Loan Agreements in substantially the form which is Exhibit B hereto, known as document number C093-198, a copy of which is on file with the City Clerk, 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 one or more such Loan Agreements 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 such Loan Agreements. SECTION 6. It is hereby found, determined and declared that the Bonds and the interest and premium, if any, thereon shall never constitute a debt or liability or a pledge of the faith and credit or 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 the interest and premium, if any, thereon shall be payable solely and only from the revenues derived under the respective Loan Agreement. SECTION 7. The Director of Finance of the City is hereby authorized and directed to file an application with the California Debt Limit Advisory Committee ("CDLAC") and take all other steps necessary to obtain a portion of the State of California's private activity bond volume cap in an amount sufficient to provide for the Project, subject to provision by the Company of a performance deposit in accordance with CDLAC requirements.] SECTION 8. 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. The Mayor, the City Manager, the Resolution No. 17248 Page 4 Director of Finance and the City Clerk, or any of them, or their duly authorized designees, are hereby authorized and directed, jointly and severally, to do any and all things and to execute and deliver all documents and select or approve such other parties which they may deem necessary or advisable in order to consummate the issuance, sale and delivery of the Bonds and otherwise to carry out, give effect to and comply with the terms and intents of this Resolution, the Bonds and any Loan Agreement or Indenture. SECTION 9. 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 security 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 consent, approval, notice, order or request and to taken any such action which such officers, in his or her sole discretion, may deem necessary or desirable to further the purposes of this ordinance. SECTION 10. 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 of this resolution. SECTION 11. 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 12. This Resolution shall become effective immediately upon adoption. Presented by i~~~as to f r~ ~x~~ ,ym t Chri stopher M. Boogaard // Director of Finance City Attorney Resolution No. 17248 Page 5 PASSED, APPROVED and ADOPTED by the City Council of the City of Chula Vista, California, this 14th day of September, 1993, by the following vote: YES: Councilmembers: Fox, Horton, Moore, Rindone, Nader NOES: Councilmembers: None ABSENT: Councilmembers: None ABSTAIN: Councilmembers: None Tim Nader, Mayo~'~ ATTEST: Vicki C. Soderquist, ..... uty City Clerk STATE OF CALIFORNIA COUNTY OF SAN DIEGO ) ss. CITY OF CHULA VISTA ) I, Vicki C. Soderquist, Deputy City Clerk of the City of Chula Vista, California, do hereby certify that the foregoing Resolution No. 17248 was duly passed, approved, and adopted by the City Council held on the 14th day of September, 1993. Executed this 14th day of September, 1993. Vicki C. Soderquist, D~l'~ti City Clerk