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HomeMy WebLinkAbout7 Attachment 1 Corporation Resolution 2022-01 - ElectricRESOLUTION NO. 2022-01 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TRUCKEE DONNER PUBLIC UTILITY DISTRICT FINANCING CORPORATION AUTHORIZING THE PREPARATION, SALE AND DELIVERY OF ELECTRIC REVENUE CERTIFICATES OF PARTICIPATION, APPROVING CERTAIN DOCUMENTS WITH RESPECT THERETO 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 the acquisition and financing of electric system capital improvements on behalf of the Truckee Donner Public Utility District (the "District"); and WHEREAS, the District and the Corporation desire to enter into an Installment Purchase Agreement by and between the District and the Corporation (the "Installment Purchase Agreement"), the form of which has been presented to this Board of Directors at this meeting, pursuant to which the Corporation will assist the District in acquiring certain capital improvements for its electric system and pursuant to which the District will pay certain installment payments which will be pledged to the owners of the Certificates (as such term is defined below) by the Corporation under a Trust Agreement by and among the trustee named therein (the "Trustee"), the District and the Corporation (the "Trust Agreement"), the form of which has been presented to this Board of Directors at this meeting; and WHEREAS, the Corporation will assign to the Trustee payments under the Installment Purchase Agreement, such assignment to be made pursuant to an Assignment Agreement by and between the Corporation and the Trustee (the "Assignment Agreement"), the form of which has been presented to this Board of Directors at this meeting; and WHEREAS, the Corporation and the District have determined that it is in the best interests of the Corporation, the District and customers served by the District to authorize the preparation, sale and delivery of revenue certificates of participation in an aggregate principal amount not to exceed $9,000,000 to accomplish the purposes listed in Section 1 below (collectively, the "Certificates"), which Certificates evidence 1 4870-0127-5927v2/022925-0111 proportionate interests in the installment payments to be made pursuant to the Installment Purchase Agreement; and WHEREAS, the Corporation and the District desire to sell the Certificates to Oppenheimer & Co. Inc., as underwriter (the "Underwriter") pursuant to a purchase contract (the "Purchase Contract") by and among the Underwriter, the District and the Corporation; NOW THEREFORE BE IT RESOLVED, by the Board of Directors of Truckee Donner Public Utility District Financing Corporation that: SECTION 1. This Board of Directors hereby authorizes the preparation, sale and delivery of the Certificates in one or more series on a taxable or tax-exempt basis in an aggregate principal amount not to exceed $9,000,000 to finance the purposes listed in clauses (i) and (ii) below 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: (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. SECTION 2. The forms of the Installment Purchase Agreement, Trust Agreement, Assignment Agreement and Purchase Contract (collectively, the "Agreements") are approved in substantially the forms on file with the Secretary, 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"), and subject to the provisions of Section 3. The Chair, the Vice Chair, the Treasurer, the Secretary or the designee thereof (each, an "Authorized Officer"), are authorized and directed, individually, to execute and deliver said Agreements, 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, subject to the provisions of Section 3. Further, Special Counsel is hereby directed to make all changes to the Agreements as are necessary to reflect the selection of a municipal bond insurer and a reserve fund surety bond provider, if any, and the reasonable comments thereof. SECTION 3. In no event shall: (i) the aggregate principal amount of the Certificates exceed $9,000,000; (ii) the Underwriter's 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 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 5. The Authorized Officers and all other officers of the Corporation are authorized and directed, individually, to do any and all things and to execute and deliver 4870-0127-5927v2/022925-0111 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, the delivery of the Agreements, and otherwise effectuate the purposes of this Resolution, and such actions previously taken by such officers are hereby ratified and confirmed. SECTION 6. This Resolution shall take effect from and after its date of adoption. PASSED AND ADOPTED by the Board of Directors at a meeting duly called and held within the District on the 18th of May 2022 by the following roll call vote. AYES: ABSTAIN: NOES: ABSENT: TRUCKEE DONNER PUBLIC UTILITY DISTRICT FINANCING CORPORATION By Christa Finn, Chair ATTEST: By Shanna D. Kuhlemier, CIVIC, Secretary 3 4870-0127-5927v2/022925-0111 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 Corporation by Fieldman, Rolapp & Associates, Inc. (the Corporation's "Municipal Advisor"). Principal Amount. The Municipal Advisor has informed the Corporation that, based on the Corporation'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 Corporation 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 Corporation 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 Corporation 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 Corporation 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 Corporation 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 Corporation 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 4870-0127-5927v2/022925-0111 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 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 Corporation'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 Corporation 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 Corporation. 4870-0127-5927v2/022925-0111