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HomeMy WebLinkAboutReso 1992-16625 RESOLUTION NO. 16625 RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF NOT TO EXCEED $100,000,000 AGGREGATE PRINCIPAL AMOUNT OF INDUSTRIAL DEVELOPMENT REVENUE BONDS OF THE CITY OF CHULA VISTA 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; 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; 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; WHEREAS, pursuant to Resolution No. 16456, 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 facilities located in San Diego County and Orange County (the "Service Area") for San Diego Gas & Electric Company, a California corporation {the "Company"}; WHEREAS, the City has determined that it is desi rable to finance a portion of the cost of the acquisition, construction and installation of such electric facilities as well as gas transmission and distribution facilities located in the Service Area {collectively, the "Project"} for the Company through the issuance and sale of one or more series of revenue bonds of the City, in an aggregate principal amount not to exceed $100,000,000 {the "Bonds"}, and the loan of the proceeds thereof to the Company; 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"); WHEREAS, 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 covenant 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 Resolution No. 16625 Page 2 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 transmission and distribution facilities and electric generation, transmission and distribution facilities to be financed 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 finance the costs of the Project, the Bonds are hereby authorized to be issued in an aggregate principal amount not to exceed $100,000,000 pursuant to the Indenture in substantially the form which is as Exhibit A, 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 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 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 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; (vi) carry such retistration 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, as finally executed. SECTION 4. The City shall lend the proceeds of the Bonds to the Company to finance a portion of the cost of the Project pursuant to the Loan Agreement in substantially the form which is Exhibit B, a copy of which is on file in the office of the City Clerk, containing substantially the terms and provisions (including repayment provisions) set forth therein. The Mayor and the Resolution No. 16625 Page 3 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. 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. The Director of Finance of the City is hereby authorized and directed to file an application with the California Debt Limit Allocation 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, upon establishment and funding by the Company of an escrow account in accordance with CDLAC requirements. SECTION 7. 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 8. All consents, approvals, notices, orders, requests and other actions permitted or requi red 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, Resolution No. 16625 Page 4 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 g. 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 10. 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 11. This resolution shall become effective immediately upon adoption. Presented by Approved as to form//~y Lym~ ~hri~topher Bruce M. Bog ard Director of Finance City Attorney Resolution No. 16625 Page 5 PASSED, APPROVED and ADOPTED by the City Council of the City of Chula Vista, California, this 19th day of May, 1992, by the following vote: YES: Councilmembers: Grasser Horton, Malcolm, Moore, Rindone, Nader NOES: Councilmembers: None ABSENT: Councilmembers: None ABSTAIN: Councilmembers: None Tim Nadir, Mayor ATTEST: 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. 16625 was duly passed, approved, and adopted by the City Council held on the 19th day of May, 1992. Executed this 19th day of May, 1992. Beverly ~. Authelet, City Clerk