HomeMy WebLinkAboutRES 2022-12 - BoardDocuSign Envelope ID: 35F9916F-1A9F-4B9F-9F01-02229F9C5EC4
Resolution No. 2022 - 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 $9,000,000-1 (ii) the Underwriter's
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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 18th, 2022 by the following roll call vote:
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AYES: President Finn, Vice President Bender, Directors, Aguera, Laliotis and Harris
NOES:
ABSENT:
TRUCKEE DONNER PUBLIC UTILITY DISTRICT
by:
ByED—Signed
y't,StAa Ftv"
Chris a' inn', President of the Board
ATTEST. °°°u3igned by:
Sltau,�n.a.
Shanna D. u env46'ier, CMC, District Clerk
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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
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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.
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