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HomeMy WebLinkAbout2013-15 Old Greenwood,Bond Issuance rTRUCKEE DONNER -; P ublic Utility District Resolution No. 2013 - 15 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 2013 SPECIAL TAX REFUNDING BONDS, 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 bonds to be designated as the "Truckee Donner Public Utility District Community Facilities District No. 03-1 (Old Greenwood) 2013 Special Tax Refunding Bonds" (the "2013 Bonds"); and WHEREAS, in order to effect the issuance of the 2013 Bonds, the legislative body of the Community Facilities District desires to enter into a Trust Indenture, dated as of June 1, 2013 (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 2013 Bonds to Brandis Tallman, LLC (the "Underwriter") in accordance with the terms of the Bond Purchase Agreement to be entered into by and between the Community Facilities District and the Underwriter (the "Bond Purchase Agreement")will result in a lower overall cost to the Community Facilities District than a public sale; 1 Resolution 2013-15 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 2013 Bonds 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 2013 Bonds; and the issuance of the 2013 Bonds in an aggregate principal amount not to exceed $12,000,000 is hereby authorized. The exact principal amount of 2013 Bonds to be issued shall be determined by the official signing the Bond Purchase Agreement in accordance with Section 9 below. The 2013 Bonds shall mature on the dates and pay interest at the rates and be subject to redemption prior to maturity upon the terms set forth in the Bond Purchase Agreement to be executed in accordance with Section 9. The 2013 Bonds 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 information set forth in the Preliminary Official Statement referred to in Section 11 below, the legislative body of the Community Facilities District hereby determines that the value of the real property in the Community Facilities District that will be subject to the special tax to pay debt service on the 2013 Bonds is at least three times the sum of (a) the maximum principal amount of the 2013 Bonds 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 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 deem 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 Bond Purchase Agreement and the Official Statement for the 2013 Bonds referred to in Section 11 below. Approval of such additions and changes shall be conclusively evidenced by the 2 Resolution 2013-15 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 2013 Bonds will occur on or about June 26, 2013, (2) the 2013 Bonds shall be dated their date of issuance, and be in the denominations, have the maturity dates (which do 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 2013 Bonds will bear interest at a rate of no less than at least 0.5% per annum, and (4) the designated cost of issuing the 2013 Bonds 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. 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 2013 Bonds 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 2013 Bonds 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 Bank of New York Mellon Trust Company, N.A. is hereby appointed to act as Trustee for the 2013 Bonds. The proposal of Stradling Yocca Carlson & Rauth, a Professional Corporation to serve as the Community Facilities District's bond counsel and disclosure counsel in connection with the authorization, sale and issuance of the 2013 Bonds is hereby approved; and said firm is hereby appointed to serve the Community Facilities District in those capacities. The proposal of Brandis Tallman, LLC to provide investment banking services relating to the 2013 Bonds is hereby accepted; and said firm is hereby designated as the underwriter of the 2013 Bonds. Section 9. The form of the Bond Purchase Agreement presented at this meeting and the sale of the 2013 Bonds pursuant thereto are hereby approved, provided that (a) the interest rate on the 2013 Bonds is such that the principal and total interest cost to maturity on the 2013 Bonds is less than the principal and total interest cost to maturity on the Prior Bonds, (b) the last maturity date of the 2013 Bonds is not later than the last maturity date of the Prior Bonds and (c)the discount at which the Underwriter purchases the 2013 Bonds (exclusive of original issue discount) does not exceed 1.25% of the principal amount 3 Resolution 2013-15 thereof, each as determined by the Treasurer of the Public Utility District or his designee. Any one of the Authorized Officers is hereby authorized to execute the Bond Purchase Agreement, for and in the name of the Community Facilities District, with such additions thereto and changes therein as the officer executing it may approve, such approval to be conclusively evidenced by the execution and delivery of the Bond Purchase Agreement to the Underwriter. 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 2013 Bonds 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 Underwriter if determined not to be in the best interest of the Community Facilities District. Section 10. The form of the Continuing Disclosure Agreement of the Community Facilities District attached to the Preliminary Official Statement referred to in Section 11 below is hereby approved; and any one of the Authorized Officers is hereby authorized and directed to execute, for and in the name of the Community Facilities District, the Continuing Disclosure Agreement in the form hereby approved, with such additions thereto and changes therein as the officer or officers executing the same deem necessary or desirable, such approval to be conclusively evidenced by the execution and delivery thereof. Section 11. The form of the Preliminary Official Statement presented at this meeting is hereby approved, and the Underwriter is hereby authorized to distribute the Preliminary Official Statement to prospective purchasers of the 2013 Bonds in the form hereby approved, together with such additions thereto and changes therein as are determined necessary or desirable by any one of the Authorized Officers in order to make such Preliminary Official Statement final as of its date for purposes of Rule 15c2-12 of the Securities and Exchange Commission, including, but not limited to, such additions and changes as are necessary to make all information set forth therein accurate and not misleading. Each of the Authorized Officers acting alone is hereby authorized to execute, for and in the name of the Community Facilities District, a final Official Statement in the form of the Preliminary Official Statement, together with such changes as are determined necessary by the Treasurer of the Public Utility District, or his designee, in order to make such Official Statement complete and accurate as of its date. The Underwriter is further authorized to distribute the final Official Statement for the 2013 Bonds and any supplement thereto to the purchasers thereof upon its execution on behalf of the Community Facilities District as described above. Section 12. 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 13. Each of the General Manager of the Public Utility District, the Assistant General Manager of the Public Utility District and the Treasurer of the Public Utility District, acting alone, is authorized to provide for all services necessary to effect the issuance of the 2013 Bonds. Such services shall include, but not be limited to, obtaining appraisal 4 Resolution 2013-15 services, 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 2013 Bond proceeds. Section 14. 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 2013 Bonds 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 2013 Bonds as described in the Indenture, including, but not limited to, providing certificates as to the accuracy of any information relating to the Community Facilities District which is included in the Official Statement and other certificates described in the Trust Indenture or the Bond Purchase Agreement. 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 5th day of June, 2013 by the following vote: AYES: Directors Aguera, Bender, Ellis, Hemig and Laliotis NOES: None ABSTAIN: None ABSENT: None TRUCKEE DONNER PUBLIC UTILITY DISTRICT Jeff Bender, President ATTEST: Michael D. Holley, P.E. Clerk of the Board 5 Resolution 2013-15