Loading...
HomeMy WebLinkAbout2006-09-20 TRUCKEE DONNER PUBLIC UTILITY DISTRICT FINANCING CORPORATION Special Meeting Joseph R. Aguera 7:00 PM, Wednesday, September 20, 2006 J. Ron Hemig (or as soon thereafter as possible) Patricia S. Sutton TDPUD Board Room Tim Taylor AGENDA William Thomason General Manager: Peter L. Holzmeister 1. Call to order 2. Roll call 3. Public input-This is time set aside for the public to address the Board on any matter not on the agenda. Testimony related to any agendized matter should be addressed at the time that item is considered. BUSINESS ITEM 4. With respect to the proposed issuance of long-term debt financing water system projects this agenda item is the consideration of a Resolution Authorizing the Execution and Delivery of Refunding Revenue Certificates of Participation, Approving the Execution and Delivery of Certain Documents (Installment Purchase Agreement, Assignment Agreement, Trust Agreement and Purchase Contract) and Authorizing Certain Actions in Connection Therewith a) Staff report b) Public input c) Board discussion and action ADJOURNMENT The agenda is available for review at the TDPUD office and the Truckee branch of the Nevada County Library Poste and mailed on September 15, 2006 Barbara Cahill, Deputy District Clerk ii A copy of the agenda packet is available for public review at the district administrative office: 11570 Donner Pass Rd. Public participation is encouraged. The meeting location is accessible to people with disabilities. Every reasonable effort will be made to accommodate participation of the disabled in all of the District's public meetings. If particular accommodations for the disabled are needed (i.e., disability-related aids,or other services),please contract the Clerk of the Board at(530)582-3909,at least 24 hours in advance of the meeting. TDPUD FINANCING CORPORATION Special Meeting September 20, 2006 The special meeting of the Board of Directors of the Truckee Donner Public Utility District Financing Corporation was called to order at 7:52 PM by President Hemig. ROLL CALL: Directors Joe Aguera, Ron Hemig, Patricia Sutton, Tim Taylor and William Thomason were present. EMPLOYEES PRESENT: Ed Taylor, Neil Kaufman, Mary Chapman, Peter Holzmeister, Steve Hollabaugh, Nancy Waters, Kim Szczurek, Tricia Phillips, Ron Reynolds and Barbara Cahill CONSULTANTS PRESENT: Sandra McDonald, Doug Brown, Eileen Gallager and Steve Gross OTHERS PRESENT: Frank and Juanita Schneider, Pat Waite, Pat Davison, Bill Quesnel, Gloria Reynolds and Al Farrantine PUBLIC INPUT There was no public input. BUSINESS ITEM Director Taylor moved, and Director Aguera seconded, that the Board approve a Resolution Authorizing the Execution and Delivery of Refunding Revenue Certificates of Participation, Approving the Execution and Delivery of Certain Documents (Installment Purchase Agreement, Assignment Agreement, Trust Agreement and Purchase Contract) and Authorizing Certain Actions in Connection Therewith with respect to the proposed issuance of long-term debt financing water system projects. ROLL CALL: Directors Sutton and Thomason, no; All other Directors, aye, by voice vote. SO MOVED. ADJOURNMENT There ng n rther bus' ss before the Board, the meeting was adjourned at 7:56 PM. J. emig, Preside t Prepared by a_z . Barbara Ca i I, Deputy District Clerk 1 Finance Corp Minutes: Sep. 20, 2006 Resolution No. 2006 - 01 RESOLUTION OF THE BOARD OF DIRECTORS OF THE TRUCKEE DONNER PUBLIC UTILITY DISTRICT FINANCING CORPORATION AUTHORIZING THE EXECUTION AND DELIVERY OF REFUNDING REVENUE CERTIFICATES OF PARTICIPATION, APPROVING THE EXECUTION AND DELIVERY OF CERTAIN DOCUMENTS 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 provide financial assistance to the Truckee Donner Public Utility District (the "District") by acquiring, constructing and financing various public facilities, land and equipment, and the leasing of facilities, land and equipment for the use, benefit and enjoyment of the public (the "facilities"); WHEREAS, the District has determined that it would be in the best interests of the Corporation, District, and citizens of the community to authorize the preparation and delivery of Truckee Donner Public Utility District Refunding Revenue Certificates of Participation, Series 2006 (the "Certificates") to refinance and finance water system facilities of the District; WHEREAS, the District and the Corporation desire to enter into that certain Installment Purchase Agreement, by and between the District and the Corporation (the "Installment Purchase Agreement"), the form of which is on file with the Corporation, that certain Trust Agreement, by and among the Trustee named therein, as trustee (the "Trustee"), the District and the Corporation (the "Trust Agreement"), the form of which is on file with the Corporation and that certain Assignment Agreement, by and between the Corporation and the Trustee (the "Assignment Agreement"), the form of which is on file with the Corporation; and WHEREAS, the Certificates will be sold to the underwriter (the "Underwriter') named in a Purchase Contract, by and among the District and the Underwriter and acknowledged by the Corporation (the "Purchase Contract"), the form of which is on file with the Corporation. NOW, THEREFORE, the Board of Directors of the Corporation (the "Board") does hereby resolve as follows: Section 1. Certificates. This Board hereby authorizes the preparation, sale and delivery of the Certificates in an aggregate principal amount not to exceed $28,000,000 (except such amount may be increased to the extent the General Manager of the District approves original issue discount in connection with the sale of the Certificates) 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 is to refinance and finance certain water system facilities of the District as described in the Installment Purchase Agreement, to fund a deposit to a reserve fund for the Certificates and to pay the costs of delivery of the Certificates. Section 2. Certificate Documents. The Installment Purchase Agreement, the Assignment Agreement, the Trust Agreement and the Purchase Contract presented at this meeting are approved. The President or Vice-President of the Corporation or the President's designee is Resolution 2006-01 authorized and directed to execute and deliver the Installment Purchase Agreement, the Assignment Agreement and the Trust Agreement and the Treasurer is authorized and directed to acknowledge said Purchase Contract. Such agreements and contract shall be executed or acknowledged, as the case may, in substantially the forms hereby approved, with such additions thereto and changes therein as may be recommended by General Counsel or Special Counsel and as are approved by the officers executing such agreements and contract, such approval to be conclusively evidenced by the execution and delivery or acknowledgment thereof. Section 3. Other Actions. The President, Vice-President, the Secretary, Treasurer and such other officers of the Corporation are authorized and directed, acting singly, to do any and all things and to execute and deliver any and all documents which such officers may deem necessary or advisable in order to consummate the sale and delivery of the Certificates, and the delivery of the Installment Purchase Agreement, Assignment Agreement and Trust Agreement and acknowledgment of the Purchase Contract and otherwise effectuate the purposes of this Resolution, and such actions previously taken by such officers are hereby ratified and confirmed. Section 4. Effect. This Resolution shall take effect immediately. I certify that the foregoing resolution was adopted by the Board of Directors of the Truckee Donner Public Utility District Financing Corporation on September 20, 2006. AYES: Directors Aguera, Hemig and Taylor NOES: Directors Sutton and Thomason ABSENT: None TRUCKEE DONNER PUBLIC UTILITY DISTRICT FINANCING CORPORATION J. Ron Hemig, Pres' ent ATTEST: (Mp ry Chdpman, Secretary Resolution 2006-01 2 I, the undersigned, hereby certify: That I am the duly appointed and acting Secretary of the Truckee Donner Public Utility District Financing Corporation and that a special meeting of the Board of said Corporation was held on September 20, 2006, the minutes of the regular meeting of the Board of Directors were duly and regularly adopted by said Board, and that said minutes have not been rescinded or amended since the date of their adoption, and that they are now in full force and effect. Dated: September 20, 2006 _e ary C apman, Secretary Truckee Donner Public Utility District Financing Corporation Resolution 2006-01 3 SiradlinR Yocca Carlson&Routh Drq(t of 9114106 ASSIGNMENT AGREEMENT This Assignment Agreement is made and entered into as of September 1, 2006 by and between the Truckee Dormer Public Utility District Financing Corporation(the"Corporation"),a t nonprofit public benefit corporation duly organized and existing under the laws of the State of [[ California and The Bank of New York Trust Company,N.A.,a national banking association duly organized and existing under the laws of the United States of America,as trustee(the"Trustee"); NOW,THEREFORE, IN CONSIDERATION OF THE MUTUAL AGREEMENTS AND ASSIGNMENT AGREEMENT COVENANTS CONTAINED HEREIN AND FOR OTHER VALUABLE CONSIDERATION,THE PARTIES HERETO DO HEREBY AGREE AS FOLLOWS: by and between Section 1. Assignment TRUCKEE DONNER PUBLIC UTILITY DISTRICT FINANCING CORPORATION The Corporation, for good and valuable consideration in hand received, does hereby sell, assign and transfer to the Trustee without recourse,for the benefit of the owners of the Truckee Donner Public Utility District Refunding Revenue Certificates of Participation, Series 2006 (the and "Certificates"),to be executed and delivered by the Trustee pursuant to the Trust Agreement,dated as of September 1,2006(the"Trust Agreement'),by and among the Truckee Donner Public Utility District(the"District'),the Corporation and the Trustee,all of its rights,title, and interest in the THE BANK OF NEW YORK TRUST COMPANY,N.A. Installment Purchase Agreement, dated as of September 1, 2006 (the "Installment Purchase as Trustee Agreement'), by and between the District and the Corporation including the right to receive all installment payments from the District under the Installment Purchase Agreement(but not including the right to be indemnified and the right to receive notices pursuant to the Installment Purchase Dated as of September 1,2006 Agreement),together with any and all of the other rights of the Corporation under the Installment Purchase Agreement as may be necessary to enforce payment of such installment payments when due or otherwise to protect the interests of the owners of the Certificates. The assignment herein is absolute and presently effective. relating to Section 2. Acceptance. The Trustee hereby accepts the foregoing assignment for the purpose of securing the right TRUCKEE DONNER PUBLIC UTILITY DISTRICT assigned to it to receive all such installment payments from the District under the Installment REFUNDING REVENUE CERTIFICATES OF PARTICIPATION,SERIES 2006 Purchase Agreement and the other rights assigned to it,subject to the terms and provisions of the Trust Agreement,and all such installment payments shall be applied and the rights so assigned shall be exercised by the Trustee as provided in the Trust Agreement. Section 3. Conditions. <L This Assignment Agreement shall confer no rights or impose no obligations upon the Trustee y provided in the Trust Agreement. This Assignment Agreement shall beyond those expressl constitute a complete assignment by the Corporation of all of its rights under and pursuant to the ^ Installment Purchase Agreement,except as otherwise provided herein. y v DOCSSF/59563 v2i022925.0017