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HomeMy WebLinkAbout10 Attachment 4 Resolution 2022-12 Electric BondsResolution No. 2020 - 12 AUTHORIZING THE EXECUTION AND DELIVERY OF ELECTRIC REVENUE CERTIFICATES OF PARTICIPATION AND APPROVING THE EXECUTION AND DELIVERY OF CERTAIN DOCUMENTS IN CONNECTION THEREWITH AND CERTAIN OTHER MATTERS WHEREAS, the Board of Directors (the "Board") of Truckee Donner Public Utility District (the "District") has determined that it is in the best interest of the District to authorize certificates of participation (the "Certificates") to be delivered to construct and acquire certain capital improvements for the District's electric system and to pay costs of issuance in connection therewith; NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Truckee Donner Public Utility District as follows: SECTION 1. The Installment Purchase Agreement is hereby approved in substantially the form on file with the District Clerk, with such additions thereto and changes therein as are recommended or approved by General Counsel or the law firm of Stradling Yocca Carlson & Rauth, a Professional Corporation, as special counsel ("Special Counsel"). The President, the Vice President, the General Manager, or the designee thereof (each, an "Authorized Officer"), are hereby authorized and directed, individually, to execute and deliver such Installment Purchase Agreement with such changes, insertions and omissions as may be recommended by General Counsel or Special Counsel, said Authorized Officers' execution being conclusive evidence of such approval. SECTION 2. The Trust Agreement is hereby approved in substantially the form on file with the District Clerk, with such additions thereto and changes therein as are recommended or approved by General Counsel and Special Counsel. The Authorized Officers are hereby authorized and directed to execute and deliver the Trust Agreement with such changes, insertions and omissions as may be recommended by General Counsel or Special Counsel, said Authorized Officers' execution being conclusive evidence of such approval. SECTION 3. The purchase contract governing the Certificates (the "Purchase Contract") to be entered into with Oppenheimer & Co. Inc., as underwriter (the "Underwriter"), is hereby approved in substantially the form on file with the District Clerk, with such additions thereto and changes therein as are recommended or approved by General Counsel and Special Counsel. The Authorized Officers are hereby authorized and directed to execute and deliver the Purchase Contract with such changes, insertions and omissions as may be recommended by General Counsel or Special Counsel, said Authorized Officers' execution being conclusive evidence of such approval; provided, however, that in no event shall: (i) the aggregate principal amount of the Certificates exceed $9,000,000; (ii) the Underwriter's Resolution No. 2020 — 12 discount for the Certificates (excluding any net original issue discount) exceed 1.00% of the aggregate principal amount of the Certificates; or the all -in true interest cost of the Certificates exceed 6.00%. SECTION 4. The Continuing Disclosure Certificate is hereby approved in substantially the form on file with the District Clerk, with such additions thereto and changes therein as are recommended by General Counsel and Special Counsel. The Authorized Officers are hereby authorized and directed to execute and deliver the Continuing Disclosure Certificate with such changes, insertions and omissions as may be approved by Special Counsel, said Authorized Officers' execution being conclusive evidence of such approval. SECTION 5. The preparation and distribution of the Preliminary Official Statement, in substantially the form on file with the District Clerk, is hereby approved, subject to final approval as to form by General Counsel and Special Counsel. The General Manager is hereby authorized to sign a certificate pursuant to Rule 15c2-12 promulgated under the Securities Exchange Act of 1934 relating to the Preliminary Official Statement and the Authorized Officers are hereby authorized and directed to execute, approve and deliver the final Official Statement in the form of the Preliminary Official Statement with such changes, insertions and omissions as may be approved by Special Counsel, said Authorized Officers' execution being conclusive evidence of such approval. The District is hereby authorized to disseminate said Preliminary Official Statement to persons who may be interested in the initial purchase of the Certificates and is directed to deliver copies of any final Official Statement to all actual initial purchasers of the Certificates. SECTION 6. The Board hereby authorizes the preparation, sale and delivery of the Certificates in an aggregate principal amount not to exceed $9,000,000: (i) to construct and acquire certain capital improvements for the District's electric system, as described in the Installment Purchase Agreement; and (ii) to pay the costs of the sale and delivery of the Certificates, all in accordance with the terms and provisions of the Trust Agreement. SECTION 7. The Authorized Officers, and such other officers of the District are authorized and directed, individually, to do any and all things and to execute and deliver any and all documents, including an insurance agreement or reserve fund surety agreement with a municipal bond insurer, which they may deem necessary or advisable in order to consummate the sale and delivery of the Certificates, and otherwise effectuate the purposes of this Resolution, and such actions previously taken by such officers are hereby ratified and confirmed. SECTION 8. The good faith estimates of costs related to the Certificates which are required by Section 5852.1 of the California Government Code are disclosed in Exhibit A hereto and are available to the public at the meeting at which this Resolution is approved. SECTION 9. Unless otherwise defined herein, all terms used herein and not otherwise defined shall have the meanings given such terms in the Trust Agreement unless the context otherwise clearly requires. SECTION 10. This Resolution shall take effect from and after its date of adoption. PASSED AND ADOPTED by the Board of Directors of the Truckee Donner Public Utility District at a meeting held within said District on May 18'", 2022 by the following roll call vote: Resolution No. 2020 — 12 AYES: NOES: ABSENT: TRUCKEE DONNER PUBLIC UTILITY DISTRICT By Christa Finn, President of the Board ATTEST: Shanna D. Kuhlemier, CIVIC, District Clerk Resolution No. 2020 — 12 EXHIBIT A GOOD FAITH ESTIMATES The good faith estimates set forth herein are provided with respect to the Certificates in accordance with California Government Code Section 5852.1. Such good faith estimates have been provided to the District by Fieldman, Rolapp & Associates, Inc. (the District's "Municipal Advisor"). Principal Amount. The Municipal Advisor has informed the District that, based on the District's financing plan and current market conditions, its good faith estimate of the aggregate principal amount of the Certificates to be sold is $9,000,000 (the "Estimated Principal Amount"). True Interest Cost of the Certificates. The Municipal Advisor has informed the District that, assuming that the Estimated Principal Amount of the Certificates is sold, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the true interest cost of the Certificates, which means the rate necessary to discount the amounts payable on the respective principal and interest payment dates to the purchase price received for the Certificates, is 4.72%. Finance Charge of the Certificates. The Municipal Advisor has informed the District that, assuming that the Estimated Principal Amount of the Certificates is sold, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the finance charge for the Certificates, which means the sum of all fees and charges paid to third parties (or costs associated with the Certificates), is $352,804. Amount of Proceeds to be Received. The Municipal Advisor has informed the District that, assuming that the Estimated Principal Amount of the Certificates is sold, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the amount of proceeds expected to be received by the District for sale of the Certificates, less the finance charge of the Certificates, as estimated above, and any reserves or capitalized interest paid or funded with proceeds of the Certificates, is $8,717,514. Total Payment Amount. The Municipal Advisor has informed the District that, assuming that the Estimated Principal Amount of the Certificates is sold, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the total payment amount, which means the sum total of all payments the District will make to pay debt service on the Certificates, plus the finance charge for the Certificates, as described above, not paid with the proceeds of the Certificates, calculated to the final maturity of the Certificates, is $17,237,050. The foregoing estimates constitute good faith estimates only. The actual principal amount of the Certificates issued and sold, the true interest cost thereof, the finance charges thereof, the amount of proceeds received therefrom and total payment amount with respect thereto may differ from such good faith estimates due to: (a) the actual date of the sale of the Certificates being different than the date assumed for purposes of such estimates; (b) the actual principal amount of Certificates sold being different from the Estimated Principal Amount; (c) the actual amortization of the Certificates being different than the amortization Resolution No. 2020 — 12 assumed for purposes of such estimates; (d) the actual market interest rates at the time of sale of the Certificates being different than those estimated for purposes of such estimates; (e) other market conditions; or (f) alterations in the District's financing plan, delays in the financing, additional legal work or a combination of such factors and additional finance charges, if any, attributable thereto. The actual date of sale of the Certificates and the actual principal amount of Certificates sold will be determined by the District based on the timing of the need for proceeds of the Certificates and other factors. The actual interest rates borne by the Certificates will depend on market interest rates at the time of sale thereof. The actual amortization of the Certificates will also depend, in part, on market interest rates at the time of sale thereof. Market interest rates are affected by economic and other factors beyond the control of the District. Resolution No. 2020 — 12