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HomeMy WebLinkAboutRES 2020-20 - BoardResolution No. 2020-20 RESOLUTION AUTHORIZING EXECUTION AND DELIVERY OF JOINT COMMUNITY FACILITIES AGREEMENT IN CONNECTION WITH THE BOND OPPORTUNITIES FOR LAND DEVELOPMENT (BOLD) PROGRAM FOR THE COLDSTREAM PROJECT IN THE TOWN OF TRUCKEE WHEREAS, the California Municipal Finance Authority (the "CMFA") is a joint exercise of powers authority, the members of which include numerous cities, counties and other local agencies in the State of California (the "State"); and WHEREAS, CMFA has conducted, or intends to conduct, proceedings under the Mello - Roos Community Facilities Act of 1982 (California Government Code section 53311 et seq.) (the "Act") to form a community facilities district (the "CFD") to finance certain public facilities authorized to be financed under the Act (the "CFD Improvements") as part of its Bond Opportunities for Land Development ("BOLD") program for a development project being undertaken by Coldstream Properties, LLC and Teichert Land Co. (together with their successors and assigns, the "Developer") in the Town of Truckee known as the "Coldstream" project (the "Project"); WHEREAS, the CFD Improvements will be described in the resolution of formation for the CFD, including the CFD Improvements to be acquired by the Truckee Donner Public Utility District (the "Agency"); WHEREAS, CMFA intends to utilize the proceeds of sale of special tax bonds of the CFD to finance some or all of the CFD Improvements to be acquired by the Agency; WHEREAS, under Section 53316.2 of the Act, the CMFA may form a CFD to, among other things, finance CFD Improvements to be acquired by the Agency, provided CMFA and the Agency enter into a joint community facilities agreement; and WHEREAS, the Agency is willing to cooperate with CMFA in accomplishing the financing of the CFD Improvements eligible to be financed by the Act for the Project, and to confer upon CMFA full power to provide financing for such items in the event that proceeds of special taxes and/or bonds in the CFD become available and are utilized for such purpose. NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Truckee Donner Public Utility District as follows: Section 1. The Board hereby approves the execution and delivery of a joint community facilities agreement with CMFA with respect to the CFD Improvements to be acquired by the Agency in connection with the Project, such agreement to be substantially in the form presented to the Board and attached hereto as Exhibit A (the "JCFA"), with such changes as the General Manager or his or her designee (each, an "Authorized Officer") may deem appropriate or necessary, the execution and delivery of the JCFA being conclusive evidence of the approval of such changes. The Board finds and declares that entrance into the JCFA will be beneficial to the Resolution 2020-20 residents and rate payers of the Agency. Each Authorized Officer is authorized and directed to execute and deliver the JCFA on behalf of the Agency. Section 2. This Resolution shall take effect immediately upon its adoption. The Clerk of the Board is hereby authorized and directed to transmit a certified copy of this resolution and the final, executed JCFA to the Secretary of the CMFA. PASSED AND ADOPTED by the Board of Directors of the Truckee Donner Public Utility District at a meeting held within said District on August 20, 2020 by the following roll call vote: AYES: Directors; Laliotis, Aguera, Ellis, and Vice President Finn NOES: None. ABSENT: President Bender TRUCKEE DONNER PUBLI ILITY DISTRICT By Christa Finn, Vice President A T: hanna D. Kuhlemier, CMC, District C erk Resolution 2020-20 Attached. EXHIBIT A FORM OF JOINT COMMUNITY FACILITIES AGREEMENT Resolution 2020-20 CMFA BOLD PROGRAM Joint Community Facilities Agreement by and between CMFA and Truckee Donner Public Utility District (Related to the Coldstream Project) This Joint Community Facilities Agreement (this "Agreement"), dated as of , 2020, by and between the California Municipal Finance Authority, a joint exercise f po ers authority duly organized and existing under the Constitution and laws of the state of California (the "CMFA"), and the Truckee Donner Public Utility District, a special district duly organized and existing under the Constitution and laws of the state of California (the "Agency," and together with CMFA, the "Parties"). WITNESSETH: WHEREAS, CMFA has conducted, or intends to conduct, proceedings under the Mello - Roos Community Facilities Act of 1982 (California Government Code section 53311 et seq.) (the "Act") to form a community facilities district (a "CFD") to finance certain public facilities authorized to be financed under the Act (the "CFD Improvements") as part of its Bond Opportunities for Land Development ("BOLD") program for a development project being undertaken by Coldstream Properties, LLC and Teichert Land Co. (together with their successors and assigns, the "Developer") in the Town of Truckee known as the "Coldstream" project (the "Project'); WHEREAS, the CFD Improvements will be described in the resolution of formation for the CFD, including the CFD Improvements to be acquired by the Agency and set forth on Exhibit A hereto (the "Agency Improvements"); WHEREAS, CMFA intends to utilize the proceeds of sale of special tax bonds of the CFD (the "Bonds") to finance some or all of the Agency Improvements; WHEREAS, under Section 53316.2 of the Act, CMFA may form a CFD to, among other things, finance the Agency Improvements, provided that CMFA and the Agency enter into a joint community facilities agreement such as this Agreement; WHEREAS, Agency is willing to cooperate with CMFA in accomplishing the financing of the Agency Improvements eligible to be financed by the Act for the Project, and to confer upon the CMFA full power to provide financing for the Agency Improvements in the event that proceeds of special taxes and/or bonds in the CFD become available and are utilized for such purpose; WHEREAS, this Agreement is made under the authority of Section 53316.2 of the Act; and WHEREAS, in consideration for the mutual undertakings of the Parties stated herein, the Parties agree as follows: Resolution 2020-20 AGREEMENT: 1. Administration of CFD and Issuance of Bonds by CMFA. CMFA shall administer the CFD, including employing and paying all consultants, annually levying the special tax and paying and administering the Bonds, and complying with all state and federal requirements appertaining to the proceedings establishing the CFD and issuing and using the proceeds of the Bonds, including the requirements of the United States Internal Revenue Code of 1986, as amended (the "Code"). Agency shall have no obligation or responsibility whatsoever with respect to the issuance and sale of Bonds with respect to the CFD (or any improvement area located therein) or the payment of the principal thereof and interest thereon, or the levy of the special taxes provided for in this Agreement to provide for the payment of such principal and interest. Further, Agency will not participate in nor be considered a participant in the Mello -Roos proceedings (other than as a Party to this Agreement) nor will it, for any purpose, be or be considered to be an issuer of the Bonds. The Parties acknowledge that Agency has no obligation to defend this Agreement or the CFD in the face of any challenge to any aspect of the use of CFD proceeds. 2. Agreement to Hold Special Taxes and Bond Proceeds. CMFA shall hold or cause to be held within a separate fund, account or subaccount (the "Agency Subaccount") special taxes or Bond proceeds available for payment of Agency Improvements, segregated from all other funds, and except for investment purposes, shall not be commingled with any other funds. Investment earnings on amounts in the Agency Subaccount shall be retained in the Agency Subaccount for the benefit of the Agency, except to the extent a portion of such earnings are required to pay rebate or yield reduction payments to the U.S. Treasury pursuant to the Code. Amounts on deposit in the Agency Subaccount shall be disbursed only in accordance with Section 3 of this Agreement. CMFA shall disburse, or cause to be disbursed, moneys on deposit in the Agency Subaccount only as provided herein. 3. Disbursements Agency Subaccount. Moneys on deposit in the Agency Subaccount shall be disbursed by CMFA pursuant to written requisitions of the Agency, in substantially the form attached hereto as Exhibit B and executed by the General Manager or his or her designee (each, an "Authorized Officer"). CMFA and its designees, including any trustee or fiscal agent holding funds in an Agency Subaccount, may conclusively rely on such requisitions for purposes of making such disbursements. All disbursements from the Agency Subaccount to the Agency shall be made by wire transfer of immediately available funds or by check payable to the Agency's bank account number at a bank located within the United States on file with CMFA as part of the BOLD program, unless another method of payment is requested in writing by the Agency. 4. Purchase of Agency Improvements. To the extent Agency is acquiring Agency Improvements using Bond proceeds or special taxes generated by the CFD, the Agency shall work with the developer(s) of the Project to put in place all necessary agreements, certificates or other documents determined by the Agency to be required for the Agency to acquire such Agency Improvements. Neither CMFA nor any of its agents shall be responsible for inspection or review of any such documents relating to financed Agency Improvements, unless set forth in a separate written agreement between CMFA and the Agency providing for the same. 5. Amendments. This Agreement may be amended by a writing signed by the Parties, including to update Exhibit A to reflect additional or different Agency Improvements to be financed by the CFD for the Agency Improvements. Resolution 2020-20 6. Term of this Agreement. This Agreement shall be in full force and effect from this date to and including its termination by mutual written agreement of the parties hereto. CMFA agrees to terminate this Agreement upon request of the Agency upon delivery to CMFA of an opinion of Bond Counsel to the effect that the termination of this Agreement will not adversely affect the exclusion from gross income of interest on the Bonds for federal income tax purposes. This Agreement will automatically expire when the Bonds are fully paid off or are redeemed, or when the CFD Improvements are completed, whichever is later. 7. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original. 8. Severability. Should any term or provision of this Agreement be determined to be illegal or in conflict with any law of the State of California, the validity of the remaining portions or provisions shall not be affected thereby, and each term or provision of this Agreement shall be valid and be enforced as written to the full extent permitted by law. 9. No Third Party Beneficiaries. This Agreement shall inure solely to the benefit of the Parties hereto and shall create no rights in any other person or entity. 10. Assignment. This Agreement may not be assigned to another party without the written consent of all Parties hereto. 11. Governing Law. The validity, interpretation and performance of this Agreement shall be governed by the laws of the State of California applicable to contracts made and performed in California, without application of conflict of law principles. IN WITNESS WHEREOF the Parties have caused this Agreement to be executed by their authorized representatives as of the effective date stated above. CMFA: CALIFORNIA MUNICIPAL FINANCE AUTHORITY By: Authorized Signatory AGENCY: TRUCKEE DONNER PUBLIC UTILITY DISTRICT Resolution 2020-20 EXHIBIT A DESCRIPTION OF AGENCY IMPROVEMENTS RELATED TO THE PROJECT Water System Improvements Authorized facilities include any and all on -site and off -site potable water system facilities designed to meet the needs of development within the CFD. Eligible costs of these facilities include, but are not limited to, the following to the extent that they are capital costs of the facilities: Acquisition of land and easements; design; project management; grading; implementation and maintenance of SWPPP measures; potable water storage, groundwater wells, storage tanks, distribution facilities including pipelines and appurtenances, gate valves, flow meters, booster pump pressurization system, hardscape improvements (pavement), fencing, lighting at water storage tank sites, booster pumping stations, and groundwater wells; and other improvements related thereto. Estimated at $2,473,000. Electrical Utility Authorized facilities include any and all onsite and offsite publicly -owned facilities required to meet the electrical needs of development within the CFD. Eligible costs of these facilities include, but are not limited to, the following to the extent that they are capital costs of the facilities: design, engineering, project management, grading, trenching, backfilling, electrical vaults, splice boxes, conduits and appurtenances. Estimated at $1,368,000. Resolution 2020-20 DISBURSEMENT REQUEST FORM To: California Municipal Finance Authority 2111 Palomar Airport Road, Suite 320 Carlsbad, California 92011 Email: Re: BOLD Program - Request for Disbursement of Bond Proceeds The undersigned, a duly authorized officer of the Truckee Donner Public Utility District (the "Agency") hereby requests a disbursement from the Agency Subaccounts set forth below, and certifies that the amounts of development impact fees and/or capital improvements listed below have been or will be spent by the Agency as of the date indicated below or within 5 days thereafter: Subaccount(s) Amount(s [example, CMFA CFD No. 20_-_ Special Tax Bonds Series 20_] $ Total: Wiring Instructions: The undersigned hereby additionally certifies as follows: 1. These funds have been or will be used to acquire and/or construct capital improvements, and this disbursement is not being made for the purpose of reinvestment. 2. None of the expenditures for which payment is requested have been reimbursed previously from other sources of funds. 3. If the total amount above is greater than the funds held by CMFA on behalf of Resolution 2020-20 the Agency in the Subaccount(s) identified above, CMFA is authorized to amend the amount requested to be equal to the amount of such funds. 4. To the extent the disbursement is being made prior to the date the above - referenced bonds have been issued, this disbursement form serves as the declaration of official intent of the Agency, pursuant to Treasury Regulations 1.150-2, to reimburse itself with respect to expenditures made from the Subaccount(s) referenced above in the amount requested. 5. The amounts being disbursed pursuant to this request are being used to finance or refinance certain public infrastructure and facilities (the "Improvements"). Agency will own, and for the entire useful life of such Improvements reasonably expects to own, all of such Improvements. The Improvements consist of the following: [Describe the improvements] 6. To the extent any of such Improvements are sold to an entity that is not a state or local government agency, Agency will seek the advice and approval of bond counsel to CMFA for the BOLD program prior to any such sale. Agency will not allow any of such Improvements to be used (for example, by lease or other contract) in the trade or business of any nongovernmental persons (other than in their roles as members of the general public). All of such Improvements will be used in the performance of essential governmental functions of Agency or another state or local government agency. The average expected useful life of such Improvements is at least 30 years. The representations and covenants contained in this paragraph are intended to support the conclusion that the interest paid on the bonds issued to finance the Improvements is excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986 (the "Code"). Dated: Signature: Print Name: Resolution 2020-20 6. Term of this Agreement. This Agreement shall be in full force and effect from this date to and including its termination by mutual written agreement of the parties hereto. CMFA agrees to terminate this Agreement upon request of the Agency upon delivery to CMFA of an opinion of Bond Counsel to the effect that the termination of this Agreement will not adversely affect the exclusion from gross income of interest on the Bonds for federal income tax purposes. This Agreement will automatically expire when the Bonds are fully paid off or are redeemed, or when the CFD Improvements are completed, whichever is later. 7. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original. 8. Severability. Should any term or provision of this Agreement be determined to be illegal or in conflict with any law of the State of California, the validity of the remaining portions or provisions shall not be affected thereby, and each term or provision of this Agreement shall be valid and be enforced as written to the full extent permitted by law. 9. No Third Party Beneficiaries. This Agreement shall inure solely to the benefit of the Parties hereto and shall create no rights in any other person or entity. 10. Assignment. This Agreement may not be assigned to another party without the written consent of all Parties hereto. 11. Governinq Law. The validity, interpretation and performance of this Agreement shall be governed by the laws of the State of California applicable to contracts made and performed in California, without application of conflict of law principles. IN WITNESS WHEREOF the Parties have caused this Agreement to be executed by their authorized representatives as of the effective date stated above. CMFA: AGENCY: CALIFORNIA MUNICIPAL TRUCKEE FINANCE AUTHORITY DISTRICT By: �z Authorized Signatory By:`_ L DONNER PUBLIC UTILITY Rem P-Sche"r; M,BA, CSDIVI, P.E. General Manager, CEO Resolution 2020-20