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HomeMy WebLinkAbout15-2, Attachment Old Greenwood Resolution to Issue Refunding Bonds 1 Resolution 2014-03 Resolution No. 2014 – 03 RESOLUTION OF THE BOARD OF DIRECTORS OF THE TRUCKEE DONNER PUBLIC UTILITY DISTRICT, ACTING AS THE LEGISLATIVE BODY OF TRUCKEE DONNER PUBLIC UTILITY DISTRICT COMMUNITY FACILITIES DISTRICT NO. 03- 1 (OLD GREENWOOD), AUTHORIZING THE SALE AND ISSUANCE OF ITS 2014 SPECIAL TAX REFUNDING BOND, APPROVING DOCUMENTS RELATING THERETO AND AUTHORIZING AND DIRECTING CERTAIN RELATED ACTIONS ______________________________________________________________________ WHEREAS, the Board of Directors (hereinafter sometimes referred to as the “legislative body of the Community Facilities District”) of the Truckee Donner Public Utility District (the “Public Utility District”) has heretofore undertaken proceedings to form Truckee Donner Public Utility District Community Facilities District No. 03-1 (Old Greenwood) (the “Community Facilities District”) pursuant to the terms and provisions of the Mello-Roos Community Facilities Act of 1982, as amended, being Chapter 2.5, Part 1, Division 2, Title 5, of the Government Code of the State of California (the “Act”); and WHEREAS, the Community Facilities District has previously issued its $12,445,000 Special Tax Bonds (the “Prior Bonds”) to finance certain public improvements; and WHEREAS, the legislative body of the Community Facilities District now desires to refund the Prior Bonds through the issuance of a bond to be designated as the “Truckee Donner Public Utility District Community Facilities District No. 03-1 (Old Greenwood) 2014 Special Tax Refunding Bond” (the “2014 Bond”); and WHEREAS, in order to effect the issuance of the 2014 Bond, the legislative body of the Community Facilities District desires to enter into a Trust Indenture, dated as of January 1, 2014 (the “Trust Indenture”), with The Bank of New York Mellon Trust Company, N.A., as Trustee; and WHEREAS, the legislative body of the Community Facilities District has determined in accordance with Section 53360.4 of the Act that a negotiated sale of the 2014 Bond to WAB Investment Inc. (the “Purchaser”), as arranged by Brandis Tallman, LLC (the “Placement Agent”) in accordance with the provisions of the term sheet setting forth the basis on which the 2014 Bond will be issued supplied by the Purchaser (the “Term Sheet”) will result in a lower overall cost to the Community Facilities District than a public sale; Attachment 2 2 Resolution 2014-03 NOW, THEREFORE, THE BOARD OF DIRECTORS OF THE TRUCKEE DONNER PUBLIC UTILITY DISTRICT, ACTING AS THE LEGISLATIVE BODY OF TRUCKEE DONNER PUBLIC UTILITY DISTRICT COMMUNITY FACILITIES DISTRICT NO. 03-1 (OLD GREENWOOD), DOES HEREBY RESOLVE, DETERMINE, AND ORDER AS FOLLOWS: Section 1. Each of the above recitals is true and correct. Section 2. The legislative body of the Community Facilities District is authorized pursuant to the Act to issue the 2014 Bond for the benefit of the Community Facilities District for purposes set forth herein and to take the necessary steps to refund and defease the Prior Bonds. Section 3. The legislative body of the Community Facilities District hereby determines that it is prudent in the management of the Community Facilities District’s fiscal affairs to issue the 2014 Bond; and the issuance of the 2014 Bond in the aggregate principal amount not to exceed $12,000,000 is hereby authorized. The 2014 Bond shall be governed by the terms and conditions of the Trust Indenture. Section 4. In accordance with the requirements of Section 53345.8 of the Act, and based on the full cash value of the property in the Community Facilities District that will be subject to the special tax to pay debt service on the 2014 Bond as shown in the records of the County Assessor of the County of Nevada and the other information previously presented to this Board, the legislative body of the Community Facilities District hereby determines that the value of such real property is at least three times the sum of (a) the maximum principal amount of the 2014 Bond and (b) the principal amount of all other bonds outstanding that are secured by a special tax levied pursuant to the Act or a special assessment levied on property within the Community Facilities District. Section 5. The form of the Trust Indenture presented at this meeting is hereby approved; and the Trust Indenture shall be executed, for and in the name of the Community Facilities District, by any one of the President of the Board of Directors of the Public Utility District (the “President”), the General Manager of the Public Utility District, the Assistant General Manager of the Public Utility District, or the Treasurer and Administrative Services Manager of the Public Utility District (collectively the “Authorized Officers”), each acting alone, and countersigned by either the Clerk or the Deputy Clerk of the Public Utility District (collectively, the “Clerk”) in substantially said form, with such additions thereto and changes therein as the Authorized Officer executing the same deems necessary to cure any ambiguity or defect therein, to insert interest rates, principal amounts per maturity, redemption dates and prices and any other related terms and provisions, or to conform any provisions thereof to the Term Sheet. Approval of such additions and changes shall be conclusively evidenced by the execution and delivery of the Trust Indenture to the Trustee by any one of the Authorized Officers acting alone. Capitalized terms used in this Resolution which are not defined herein have the meanings ascribed to them in the Trust Indenture. In satisfaction of the requirements contained in Section 53363.2 of the Act, the legislative body of the Community Facilities District hereby determines that: (1) it is anticipated that the sale of the 2014 Bond will occur on or about January 22, 2014, (2) the 2014 Bond shall be dated its date of issuance, have the maturity date (which does not exceed the latest maturity date of the Prior Bonds), and be payable at the place and be in the form specified in the Trust Indenture, (3) the 2014 Bond will bear interest at a rate of no less than at least 0.5% per annum, and (4) the designated cost of issuing the 2014 Bond being used to refund the Prior Bonds, as defined by Section 53363.8 of the Act, shall include all of the costs specified in Section 53363.8(a), (b)(2) and (c) of the Act. Attachment 2 3 Resolution 2014-03 In satisfaction of the requirements contained in Section 53364.2 of the Act, the legislative body of the Community Facilities District hereby determines that any savings achieved through the issuance of the 2014 Bond shall be used to reduce the special taxes of the Community Facilities District and such that reductions shall be made in accordance with the Act. Section 6. The covenants set forth in the Trust Indenture to be executed in accordance with Section 5 above are hereby approved, shall be deemed to be covenants of the legislative body of the Community Facilities District and shall be complied with by the Community Facilities District and its officers. Section 7. The 2014 Bond shall be executed on behalf of the Community Facilities District by the manual or facsimile signature of the President and attested by the manual or facsimile signature of the Clerk. Section 8. The form of the Agreement for Placement Agent Services presented at this meeting by Brandis Tallman, LLC is hereby approved; and the Agreement for Placement Agent Services shall be executed, for and in the name of the Community Facilities District, by any one of the Authorized Officers. The Bank of New York Mellon Trust Company, N.A. is hereby appointed to act as Trustee for the 2014 Bond; and Stradling Yocca Carlson & Rauth, a Professional Corporation is hereby appointed to serve as the Community Facilities District’s bond counsel in connection with the authorization, sale and issuance of the 2014 Bond. Section 9. The form of the Term Sheet presented at this meeting and the sale of the 2014 Bond pursuant thereto are hereby approved, provided that (a) the interest rate on the 2014 Bond is such that the principal and total interest cost to maturity on the 2014 Bond is less than the principal and total interest cost to maturity on the Prior Bonds, (b) the maturity date of the 2014 Bond is not later than the last maturity date of the Prior Bonds and (c) the price at which the Purchaser purchases the 2014 Bond is not less than 100% of the principal amount thereof, each as determined by the Treasurer and Administrative Services Manager of the Public Utility District or his designee. Notwithstanding the provisions of Section 4 hereof, the Treasurer and Administrative Services Manager of the Community Facilities District is authorized to determine the day on which the 2014 Bond are to be sold in order to attempt to produce the lowest borrowing cost for the Community Facilities District and to reject any terms presented by the Purchaser if determined not to be in the best interest of the Community Facilities District. Section 10. In the event the President is unavailable to execute and deliver any of the documents that the President is authorized and directed to execute and deliver pursuant to the terms of this Resolution, then any other member of the Board of Directors of the Public Utility District is hereby authorized and directed to do so. Section 11. Each of the General Manager of the Public Utility District, the Assistant General Manager of the Public Utility District and the Treasurer and Administrative Services Manager of the Public Utility District, acting alone, is authorized to provide for all services necessary to effect the issuance of the 2014 Bond. Such services shall include, but not be limited to, obtaining legal services, trustee services, special tax consultant services, escrow verification services and any other services deemed appropriate. Each of the foregoing officers, acting alone, is authorized to pay for the cost of such services, together with other costs of issuance, from 2014 Bond proceeds. Section 12. Each Authorized Officer and each of his or her designees is hereby authorized and directed to take any actions and to execute and deliver any and all documents as are necessary to accomplish the sale and issuance of the 2014 Bond and the refunding and redemption of the Prior Bonds in accordance with the provisions of this Resolution and the fulfillment of the purposes of the 2014 Bond as described in the Indenture, including, but not limited to, providing certificates described in the Trust Indenture. Attachment 2 4 Resolution 2014-03 Section 15. This Resolution shall take effect from and after its adoption. ADOPTED and APPROVED by the Board of Directors of the Truckee Donner Public Utility District, acting as the legislative body of the Truckee Donner Public Utility District Community Facilities District No. 03-1 (Old Greenwood), on this 15th day of January, 2014 by the following vote: AYES: NOES: ABSTAIN: ABSENT: TRUCKEE DONNER PUBLIC UTILITY DISTRICT By____________________________________ Tony Laliotis, President of the Board ATTEST: _____________________________________ Michael D. Holley, Clerk of the Attachment 2