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Home My WebLink AboutCanceled Finance Corp Meeting Truckee Donner Public Utility District Board of Directors Joseph R.Aguera J. Ronald Hemig Business Office (530) 587-3896 FAX (530) 587-5056 James A.Maass Patricia S.Sutton -' Nelson Van Gundy General Manager Peter L.Holzmeister TDPUD Financing Corporatidn Special Meeting 7:00 PM, Wednesday, September 1, 2004 (or immediately after the regularly scheduled TDPUD Board;meafing) TDPUD Board Room AGENDA 1. Call to order 2. Roll call 3. Public input-This is time set aside for the public to address the Board on any matter not on the agenda. Testimony related to any pigendized matter should be addressed at the time that item is considered. BUSINESS ITEM 4. Consideration of a:resolution authorizing the execution and delivery of not to exceed $25,000,000 Revenue Certificates of Participation, approving the execution and delivery of certain documents and authorizing certain actions in connection therewith. a) Staff report b) Public input c) Board discussion and action ADJOURNMENT The agenda is available for review at the TDPUD office and the Truckee branch of the Nevada County Library Posted and mailed on August 27, 2004 Barbara Cahill, Deputy District Clerk A copy of the agenda packet is available for public review at the district administrative office: 11570 Donner Pass Rd. Public participation is encouraged. The meeting location is accessible to people with disabilities. Every reasonable effort will be made to accommodate participation of the disabled in all of the District's public meetings. If particular accommodations for the disabled are needed (i.e., disability-related aids, or other services), please contract the Clerk of the Board at (530) 582-3909, at least 24 hours in advance of the meeting. Agenda Item # r Financing Corporation Memorandum To: Board of Directors From: Peter Holzmeister Date: August 27, 2004 Subject: Boradband Financing-Approval of Revenue Certificate of Paticipation 1. WHY THIS MATTER IS BEFORE THE BOARD This matter involves adoption of a resolution approving issuance of Revenue Certificates of Participation to finance a broadband system for the District. Only the Board can adopt a resolution. 2. HISTORY We have been talking at length about implementing a broadband business unit. We have been carefully analyzing the issue and following a careful process to secure the proper approvals prior to proceeding with the project. Most recently we applied for and received LAFCo approval for activation of a latent power. We are now in a position to deal with financing of the project. 3. NEW INFORMATION Attached is a resolution for your consideration. This resolution is similar to the resolution you will consider during the regular TDPUD Board meeting. This resolution and its associated documents have the effect of approving the Finance Corporation's portion of the Revenue Certificate of Participation financing documents. The resolution adopts by reference key documents that implement the Revenue COP issue. Those documents are an Installment Purchase Agreement, a Trust Agreement, a Purchase Contract, and a Private Placement Agreement. These documents complete the relationship between TDPUD and the Financing Corporation. As stated in my earlier memorandum, these documents are very similar to documents adopted by the Financing Corporation to issue our previous COPs. They are very legalistic, prepared by people whose expertise is in issuing COPS. We will have a consultant attend the meeting on September 1 to describe what these various documents do. 4. RECOMMENDATION I recommend that the Board adopt the resolution authorizing the execution and delivery of not to exceed $25,000,000 Revenue Certificates of Participation, approving execution and delivery of certain documents and authorizing certain actions in connection therewith. ;OR4esluition No. 2004- XXX RESOLUTION OF THE BOARD OF DIRECTORS OF THE TRUCKEE DONNER PUBLIC UTILITY DISTRICT FINANCING CORPORATION AUTHORIZING THE EXECUTION AND DELIVERY OF NOT TO EXCEED $25,000,000 REVENUE CERTIFICATES OF PARTICIPATION, APPROVING THE EXECUTION AND DELIVERY OF CERTAIN DOCUMENTS AND AUTHORIZING CERTAIN ACTIONS IN CONNECTION THEREWITH WHEREAS,the Truckee Donner Public Utility District Financing Corporation is a nonprofit public benefit corporation organized and existing under the laws of the State of California (the "Corporation") with the authority to assist in financings on behalf of the Truckee Donner Public Utility District(the"District"); and WHEREAS, the District has determined that it would be in the best interests of the District and citizens of the community to authorize the execution and delivery of Revenue Certificates of Participation in an aggregate principal amount not to exceed $25,000,000 (the "Certificates") to finance a broadband system for the District; and WHEREAS, the District and the Corporation desire to enter into that certain Installment Purchase Agreement, by and between the District and the Corporation (the "Installment Purchase Agreement'), the form of which is on file with the Corporation, that certain Trust Agreement, by and among the Trustee named therein, as trustee (the "Trustee"), the District and the Corporation (the "Trust Agreement'), the form of which is on file with the Corporation and that certain Assignment Agreement, by and between the Corporation and the Trustee (the "Assignment Agreement"), the form of which is on file with the Corporation; and WHEREAS, the Certificates will be placed or underwritten, all as provided in a Purchase Contract(the "Purchase Contract'),the form of which is on file with the Corporation; NOW, THEREFORE, the Board of Directors of the Corporation does hereby resolve as follows: Section 1. Certificates. This Board of Directors hereby authorizes the preparation, sale and delivery of the Certificates in an aggregate principal amount not to exceed $25,000,000 in accordance with the terms and provisions of the Trust Agreement. The purposes for which the proceeds of the sale of the Certificates shall be expended are to finance a broadband system for the District, to fund a reserve fund and to pay the costs of the sale and delivery of the Certificates. Section 2. Certificate Documents. The Installment Purchase Agreement, the Assignment Agreement, the Trust Agreement and the Purchase Contract presented at this meeting are approved. The President or Vice-President and the Clerk or Secretary are authorized and directed to execute and deliver the Installment Purchase Agreement, the Assignment Agreement and the Trust Agreement and the President is authorized and directed to acknowledge said Purchase Contract. Such agreements and contract shall be executed or acknowledged, as the case may be, in -I- DOCSSF/43402v3/22925-001I substantially the forms hereby approved, with such additions thereto and changes therein as are approved by the officers executing such agreements and contract, such approval to be conclusively evidenced by the execution and delivery or acknowledgment thereof. Section 3. Other Actions. The President, Vice-President or Secretary and such other officers of the Corporation are authorized and directed, acting singly, to do any and all things and to execute and deliver any and all documents which such officers may deem necessary or advisable in order to consummate the sale and delivery of the Certificates, and the delivery of the Installment Purchase Agreement, Assignment Agreement and Trust Agreement and acknowledgment of the Purchase Contract and otherwise effectuate the purposes of this Resolution, and such actions previously taken by such officers are hereby ratified and confirmed. Section 4. Effect. This Resolution shall take effect immediately. PASSED AND ADOPTED THIS I s`day of September,2004 by the following vote of the Board: AYES: NAYES: ABSENT: TRUCKEE DONNER PUBLIC UTILITY DISTRICT FINANCING CORPORATION Nelson Van Gundy, President ATTEST: Joseph Aguera, Secretary I, the undersigned, hereby certify: That I am the duly appointed and acting Secretary of the Truckee Donner Public Utility District Financing Corporation and that a special meeting of the Board of Directors of said District was held on September 1,2004, the minutes of the regular meeting of the Board of Directors were duly and regularly adopted by said Board, and that said minutes have not been rescinded or amended since the date of their adoption, and that they are now in full force and effect: Dated: September 1 2004 Joseph Aguera, Secretary Truckee Donner Public Utility District Financing Corporation -2- DOCSSF/43402v3/22925-001 1