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HomeMy WebLinkAboutRES 2015-14 - Board Public Resolution No. 2015 - 14 Resolution Of The Truckee Donner Public Utility District Authorizing The Issuance Of Not To Exceed $16,500,000 Water System Refunding Revenue Bonds And Approving The Execution And Delivery Of Certain Documents In Connection Therewith And Certain Other Matters WHEREAS, the Truckee Donner Public Utility District (the "District"), a public utility district duly organized and existing under and pursuant to the Constitution and laws of the State of California (the "State"), proposes to undertake the refinancing of certain facilities and certain other costs financed or refinanced from the proceeds of the District's Refunding Revenue Certificates of Participation (Water System Improvement Projects) Series 2006, executed and delivered in October 2006 (the "2006 Certificates"); and WHEREAS, this Board of Directors of the District (the "Board") has determined that it is in the best interest of the District to cause water system refunding revenue bonds (the "Bonds") to be issued to effect the advance refinancing of a portion of the outstanding 2006 Certificates and to approve certain documents in connection with such refinancing; NOW, THEREFORE, the Board of Directors of the Truckee Donner Public Utility District does hereby resolve as follows: 1. Indenture of Trust. The Indenture of Trust, in substantially the form on file with the District Clerk (the "District Clerk"), is hereby approved. In accordance with Section 16033 of the Public Utilities Code (the "Code"), the President of this Board (the "President") is hereby authorized and directed to execute and deliver the Indenture of Trust with such changes, insertions and omissions as may be recommended by Stradling Yocca Carlson & Rauth, a Professional Corporation ("Bond Counsel") and approved by the President executing the same, said execution being conclusive evidence of such approval, and in accordance with Section 16115 of the Code, the District Clerk is hereby authorized and directed to countersign the same. 2. Escrow Agreement. The Escrow Agreement, in substantially the form on file with the District Clerk, is hereby approved. In accordance with Section 16033 of the Code, the President is hereby authorized and directed to execute and deliver the Escrow {00523738.DOC 2} 1 Agreement with such changes, insertions and omissions as may be recommended by Bond Counsel and approved by the President executing the same, said execution being conclusive evidence of such approval, and in accordance with Section 16115 of the Code, the District Clerk is hereby authorized and directed to countersign the same. 3. Purpose. This Board hereby authorizes the preparation, sale and delivery of the Bonds in an aggregate principal amount not to exceed $16,500,000 (except such amount may be increased with the approval of the President, or the designee thereof, or the General Manager of the District (the "General Manager") or the Treasurer and Administrative Services Director of the District (the "Treasurer"), to provide for original issue discount to the extent such original issue discount will result in a lower interest rate or yield to maturity with respect to the Bonds) in accordance with the terms and provisions of the Indenture of Trust to refund a portion of the outstanding 2006 Certificates, to fund a reserve fund, if required by the rating agencies rating the Bonds or otherwise determined to be advantageous by the District, and to pay the costs of issuance with respect to the Bonds. 4. Bond Purchase Contract. The Bond Purchase Contract between the District and Brandis Tallman LLC, as underwriter of the Bonds (the "Underwriter"), in substantially the form on file with the District Clerk, is hereby approved. In accordance with Section 16033 of the Code, the President is hereby authorized and directed to execute and deliver the Bond Purchase Contract with such changes, insertions and omissions as may be recommended by Bond Counsel and approved by the President executing the same, said execution being conclusive evidence of such approval, and in accordance with Section 16115 of the Code, the District Clerk is hereby authorized and directed to countersign the same; provided, however that (i) in no event shall the principal amount of Bonds issued exceed $16,500,000, except as provided in Section 3 above, (ii) the underwriting discount shall not exceed 0.6% of the principal amount of the Bonds, and (iii) the sale of the Bonds shall produce a minimum net present value debt service savings to the taxpayers of 5.0% of the principal amount of the refunded 2006 Certificates. 5. Official Statement. The preparation and distribution of the Preliminary Official Statement, in substantially the form on file with the District Clerk, is hereby approved. The President, General Manager or Treasurer 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 such officers are hereby authorized and directed to execute, approve and deliver the Official Statement in substantially the form of the Preliminary Official Statement which, upon execution as authorized below, is made a part hereof as though set forth in full herein, with such changes, insertions and omissions as may be recommended by Bond Counsel and approved by the officers executing the same, said execution being conclusive evidence of such approval. The Underwriter is hereby authorized to distribute copies of said Preliminary Official Statement to persons who may be interested in the initial purchase of the Bonds and is directed to deliver copies of any final Official Statement to all actual initial purchasers of the Bonds. {00523738.DOC 2} 2 6. Continuing Disclosure Certificate. The Continuing Disclosure Certificate, in substantially the form appended to the form of Preliminary Official Statement on file with the District Clerk, is hereby approved. In accordance with Section 16033 of the Code, the President is hereby authorized and directed to execute and deliver the Continuing Disclosure Certificate with such changes, insertions and omissions as may be recommended by Bond Counsel and approved by the President executing the same, said execution being conclusive evidence of such approval, and in accordance with Section 16115 of the Code, the District Clerk is hereby authorized and directed to countersign the same. 7. Bond Insurance. This Board hereby authorizes the General Manager or Treasurer to select a municipal bond insurer to insure payments of principal of and interest on all or a portion of the Bonds, so long as such officer determines that obtaining the municipal bond insurance policy provided thereby will result in a lower interest rate or yield to maturity with respect to such Bonds. Bond Counsel is hereby directed to make all changes to the Indenture of Trust, the Escrow Agreement, the Bond Purchase Contract, the Preliminary Official Statement and the Continuing Disclosure Certificate as are necessary to reflect the selection of a municipal bond insurer and the reasonable comments thereof. 8. Reserve Fund. In the event that a reserve fund is established with respect to the Bonds, this Board hereby authorizes the General Manager or Treasurer to select a municipal bond insurer to provide a reserve fund surety bond to be deposited into the reserve fund for the Bonds, so long as such officer determines that obtaining the reserve fund surety will be cost effective to the District. Bond Counsel is hereby directed to make changes to the Indenture of Trust, the Escrow Agreement, the Bond Purchase Contract, the Preliminary Official Statement and the Continuing Disclosure Certificate as are necessary to reflect the selection of a municipal bond issuer providing a reserve fund surety bond and the reasonable comments thereof. In accordance with Section 16033 of the Code, the President is hereby authorized and directed to execute and deliver any customary agreement with the municipal bond insurer providing the reserve fund surety bond, and in accordance with Section 16115 of the Code, the District Clerk is hereby authorized and directed to countersign the same. 9. Trustee. The Bank of New York Mellon Trust Company, N.A., is hereby appointed to act as trustee under the Indenture of Trust. 10. Professional Services. The Board hereby appoints Stradling Yocca Carlson & Rauth, a Professional Corporation, as Bond Counsel and Disclosure Counsel, and Brandis Tallman LLC, as the Underwriter, each with respect to the issuance of the Bonds. 11. Authorized Officers. The President, General Manager, and Treasurer, orthe designee and any other proper officer of the District, acting singly, is hereby authorized and directed to execute and deliver any and all documents and instruments and to do and cause to be done any and all acts and things necessary or proper for carrying out the transactions contemplated by the Indenture of Trust, the Escrow Agreement, the Bond Purchase Contract, the Continuing Disclosure Certificate, the Preliminary Official Statement, the Official Statement and this resolution; and such actions previously taken by such officers are hereby ratified and confirmed. {00523738.DOC 2} 3 12. Definitions. Unless otherwise defined herein, all terms used herein and not otherwise defined shall have the meanings given such terms in the Indenture of Trust unless the context otherwise clearly requires. 13. Effective Date. This resolution shall take effect immediately. PASSED AND ADOPTED by the Board of Directors of the Truckee Donner Public Utility District at a meeting held within said District on June 8, 2015 by the following roll call vote: AYES: Directors: Aguera, Warmerdam and President Ellis NOES: None ABSENT: Directors Bender and Laliotis TRUCKEE DONNER PUBLIC UTILITY DISTRICT By Bob Ellis, President ATTEST: Michael D. Holley, District Clerk {00523738.DOC 2} 4