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HomeMy WebLinkAboutReso 2004-093 RESOLUTION NO. 2004-093 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHUIA VISTA AUTHORIZING TIlE ISSUANCE AND SALE OF NOT TO EXCEED $686,400,000 AGGREGATE PRINCIPAL AMOUNT OF INDUSTRIAL DEVELOPMENT REFUNDING REVENUE BONDS OF THE CITY OF CHULA VISTA TO REFUND CERTAIN BONDS ISSUED BY THE CITY OF CHUIA VISTA AND THE CITY OF SAN DIEGO TO FINANCE COSTS OF CERTAIN ELECfRlC FACILITIES FOR SAN DIEGO GAS & ELECfRlC COMPANY, AUTHORIZING TIlE EXECUTION AND DEUVERY OF AN INDEN1lJRE OF TRUST AND A LOAN AGREEMENT PROVIDING FOR TIlE ISSUANCE OF THE BONDS AND THE REPAYMENT OF THE LOAN OF THE PROCEEDS THEREOF, RESPECTIVELY, AND RELATED MATTERS 5 w j!: II. ° o;iw Zzo ~š2!E ::¡a:o a:ow ~Wï= ~ f/)j!:z~ -11.- !žo~ ~~¡¡: ~ 0 ::¡Oz\{\ -' ~~o ~ ~ßI5 iõ -a:W"¿" Z ~a:ffiffiW <: :I:O:I:-'~ S:::J FOI-OO IDC/) WHEREAS, the City of ChuIa 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 refmancing utility facilities (located within and without the City); and WHEREAS, the Municipal Code provides that the City may issue revenue bonds payable exc1U8ively 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 previoU8ly issued by other issuers to finance utility facilities located within and without the City; and WHEREAS, the City of San Diego has previoU8ly issued its 1992 Series A, 1992 Series B, 1992 Series C, 1993 Series A, 1993 Series C, 1995 Series A and 1995 Series B Industrial Development Bonds (the "San Diego Prior Bonds') and loaned the proceeds thereof to San Diego Gas & Electric Company (the "Company') to finance certain gas transmission and distribution facilities and certain electricity generation, transmission and distribution facilities located within and without the City (collectively, the "San Diego Project'1; and WHEREAS, the City has previously issued its 1992 Series A, 1992 Series B, 1992 Series C, 1992 Series D, 1996 Series A, 1996 Series B and 1997 Series A Industrial Development Bonds (the "ChuIa Vista Prior Bonds" and, together with the San Diego Prior Bonds, the "Prior Bonds'1 and loaned the proceeds thereof to the Company to finance certain electricity generation, transmission and distribution facilities located within and without the City (together with the San Diego Project, the "Projects'); and WHEREAS, pursuant to Sections 3.48.010.C and D of the Municipal Code, the City has found and delermined that refinancing gas transmission and distribution systems and electricity generation, transmission and distribution systems throughout the region yields various benefits for the City and its residents; and RESOLUTION NO. 2004-093 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA AUTHORIZING TIlE ISSUANCE AND SALE OF NOT TO EXCEED $686,400,000 AGGREGATE PRINCIPAL AMOUNT OF INDUSTRIAL DEVELOPMENT REFUNDING REVENUE BONDS OF THE CITY OF CHULA VISTA TO REFUND CERTAIN BONDS ISSUED BY THE CITY OF CHULA VISTA AND THE CITY OF SAN DIEGO TO FINANCE COSTS OF CERTAIN ELECfRlC FACILITIES FOR SAN DIEGO GAS & ELECfRlC COMPANY, AUTHORIZING THE EXECUTION AND DEUVERY OF AN INDENTURE OF TRUST AND A LOAN AGREEMENT PROVIDING FOR TIlE ISSUANCE OF THE BONDS AND THE REPAYMENT OF THE LOAN OF THE PROCEEDS THEREOF, RESPECTIVELY, AND RELATED MATTERS WHEREAS, the City of ChuIa Vista (the "City~) is authorized pursuant to its Charter and Chapter 3.48 of the Municipal Code of the City (the "Municipal Code'1to 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 located within and without the City; and WHEREAS, the City of San Diego has previously issued its 1992 Series A, 1992 Series B, 1992 Series C, 1993 Series A, 1993 Series C, 1995 Series A and 1995 Series B Industrial Development Bonds (the "San Diego Prior Bonds'1 and loaned the proceeds thereof to San Diego Gas & Electric Company (the "Company') to finance certain gas transmission and distribution facilities and certain electricity generation, transmission and distribution facilities located within and without the City (collectively, the "San Diego Project"); and WHEREAS, the City has previously issued its 1992 Series A, 1992 Series B, 1992 Series C, 1992 Series D, 1996 Series A, 1996 Series B and 1997 Series A Industrial Development Bonds (the "Chula Vista Prior Bonds~ and, together with the San Diego Prior Bonds, the "Prior Bonds") and loaned the proceeds thereof to the Company to finance certain electricity generation, transmission and distribution facilities located within and without the City (together with the San Diego Project, the "Projects"); and WHEREAS, pursuant to Sections 3.48.010.C and D of the Municipal Code, the City has found and determined that refinancing gas transmission and distribution systems and electricity generation, transmission and distribution systems throughout the region yields various benefits for the City and its residents; and Resolution 2004-093 Page 2 WHEREAS, the City has determined that it is desirable and in the public interest to assist the Company in refinancing the cost of the acquisition, construction and/or installation of the Projects through the issuance and sale of one or more series of refunding revenue bonds of the City, in an aggregate principal amount not to exceed $686,400,000 (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, one or more Indentures of Trust in substantially the form presented at 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 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 presented at this meeting (the "Loan Agreement"), by and between the City and the Company, in which 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 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; and WHEREAS, the City has previously obtained a judgment of the San Diego County Superior Court determining the validity of Ordinance No. 2498 adopted by the City Council on April 7,1992, enacting Chapter 3.48 ofthe Municipal Code; and WHEREAS, the City desires to approve the forms of the bond purchase agreement and the offering document to be executed and delivered in connection with the issuance and sale of the B0I1ds and a method for the selection of underwriters with respect to the issuance and sale of the Bmids (collectively, the "Underwriters"); and NOW, THEREFORE, BE IT RESOLVED by the City Council of the City as follows: SECTION 1. The City Council hereby finds and determines that the foregoing recitals are true and correct. SECTION 2. The City Council hereby finds and determines that the Bonds to be issued to refinance existing gas transmission and distribution systems and electricity generation, transmission and distribution systems throughout the region will reduce the costs of providing such utility service within the City and thereby reduce the rates of providing such service to be paid by industrial, commercial and residential utility customers within the City, including rates paid by the City itself for City facilities; therefore, the issuance of the Bonds is in the public interest of the citizens of Chula Vista. SECTION 3. In order to refinance the costs of the Projects 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 $686,400,000 pursuant to one or more Indentures in substantially the form presented at this meeting and containing substantially the terms and provisions set forth therein; provided that this resolution only authorizes Bonds to be issued prior to [March 1, 2007]. The Mayor and the City Clerk are hereby authorized and directed to execute, attest, seal and deliver the Indenture in substantially such form with such additions or changes in said form as such officers may recommend or approve upon consuItation with the City Attorney and Orrick Herrington & Sutcliffe LLP, as bond counsel ("Bond Counsel~), the approval of such additions or changes to be evidenced conclusively by the execution and delivery of the Indenture. -- --- -- ---- ~--~--~ Resolution 2004-093 Page 3 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 applicable Indenture, including by use of facsimile signatures on the Bonds. The Bonds may be issued in one or more series, shall be designated as City of ChuIa Vista IndU8triai 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 5. The City shall lend the proceeds of the Bonds to the Company to refinance all or a portion of the cost of the Projects and refund the Prior Bonds pursuant to one or more Loan Agreements in substantially the form presented at this meeting, 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 applicable Loan Agreement in substantially such form with such additions or changes in said form as such officers may recommend or approve upon consuItation with the City Attorney and Bond Counsel, the approval of such additions or changes to be evidenced conclusively by the execution and delivery of the applicable Loan Agreement. SECTION 6. The City shall execute one or more bond purchase agreements (the "Bond Purchase Agreement"), in substantially the form presented at this meeting (including only such language as shall apply to Bonds with initial interest rate period or periods the same as the initial interest period or periods for Bonds covered by that Bond Purchase Agreement), by and among the City and one or more Underwriters recommended by the Company and approved by the Mayor, the City Clerk, the Director of Finance, or the designee of any of the above. The Mayor, the City Clerk and the Director of Finance, or the designee of any of the above, are hereby authorized and directed to execute, attest, seal and deliver the Bond Purchase Agreement in substantially such form with such additions or changes in said form as such officers may recommend or approve upon consuItation with the City Attorney and Bond Counsel, and the Underwriters and their counsel, the approval of such additions or changes to be evidenced conclusively by the execution and delivery of the Bond Purchase Agreement. SECTION 7. The City shall distribute or cause to be distributed one or more Preliminary Official Statements (the "Preliminary Official Statement") describing the Bonds to potential purchasers of the Bonds, and shall thereafter distribute or cause to be distributed a final Official Statement (the "Official Statement") to potential purchasers of the Bonds. The Preliminary Official Statement shall substantially conform to the form presented at this meeting, provided that the Mayor, the City Clerk and the Director of Finance, or the designee of any of the above, are hereby authorized and directed to (i) modify the Preliminary Official Statement to reflect the applicable initial terms and interest rate mode(s) of the Bonds, and (ii) execute, attest, seal and deliver the Official Statement with such additions or changes in said form as such officers may recommend or approve upon consultation with the City Attomey, Bond Counsel, and the Underwriters and their counsel, the approval of such additions or changes to be evidenced conclusively by the execution and delivery of the Official Statement. The Underwriters are hereby authorized and directed to cause to be supplied to prospective purchasers of the Bonds copies of the Preliminary Official Statements in substantially the form presented at this meeting, and modified as provided in this section, and thereafter to supply the purchasers of the Bonds with copies of the Official Statement, completed to include, among other things the interest rate or rates, and final sale information for the Bonds. The Mayor, the City Clerk and the Director of Finance, or the designee of any of the above, are hereby authorized and directed to execute a Resolution 2004-093 Page 4 certificate confirming that the Preliminary Official Statement has been "deemed final~ by the Authority for purposes of Securities and Exchange Commission Rule 15c2-12. SECTION 8. 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, and to the extent of, the Loan Agreement, as such term is defined in the Indenture. SECTION 9. All actions heretofore taken by the officers and agents of the City with respect to the refinancing of the Projects 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 duIy 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 refinancing of the Projects. Without limiting the generality of the foregoing, anyone of the Mayor, the City Manager, the Director of Finance or the City Clerk, acting singly, are each hereby authorized, for and on behalf of the City, to take all actions and to execute and deliver any and all documents, agreements and instruments such officer might deem necessary or appropriate, in consultation with the City Attorney and Bond Counsel, to obtain a municipal bond insurance policy with respect to the Bonds. SECTION 10. 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 defauIt under or amendment of such documents, any transfer or other disposition of the Projects, 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 refinancing of the Projects. SECTION 11. 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 12. 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 13. This resolution shall become effective immediately. Resolution 2004-093 Page 5 Presented by Approved as to form by cfÆߣ ~a;).~dH>1I"" , M a Kachadooria F. ce Director CÂ~ Ann Moore City Attorney PASSED, APPROVED, and ADOPTED by the City Council of the City of Chula Vista, California, this 23rd day of March, 2004, by the following vote: AYES: Councilmembers: Davis, McCann, Rindone, Salas and Padilla NAYS: ABSENT: Councilmembers: None Councilmembers: ~~ ATTEST: Æf~~ ~t~ Donna oms, AsSIStaïít Ity erk iv, (; STATE OF CALIFORNIA COUNTY OF SAN DIEGO CITY OF CHULA VISTA I, Donna Norris, Assistant City Clerk of Chula Vista, California, do hereby certify that the foregoing Resolution No. 2004-093 was duIy passed, approved, and adopted by the City Council at a regular meeting of the ChuIa Vista City Council held on the 23rd day of March, 2004. Executed this 23rd day of March, 2004.