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HomeMy WebLinkAboutORD 1991-04 - Board ORDINANCE NO. 9104 OF THE TRUCKEE DONNER PUBLIC UTILITY DISTRICT AN ORDINANCE OF THE BOARD OF DIRECTORS AUTHORIZING THE EXECUTION AND DELIVERY OF AN INSTALLMENT PURCHASE AGREEMENT, A TRUST AGREEMENT, AN ASSIGNMENT AGREEMENT, A CONTRACT OF PURCHASE AND AN OFFICIAL STATEMENT, AND CERTAIN OTHER ACTIONS IN CONNECTION THEREWITH WHEREAS, the Truckee Donner Public Utility District, a public utility district duly organized and existing under and pursuant to the Constitution and laws of the State of California (the "District" ) , including the Public Utility District Act , Section 15501 et sea. of the Public Utilities Code of the State of California (the "Public Utilities Code" ) is authorized under provisions of the Constitution and laws of the State of California, including without limitation, Section 16431 of the Public Utilities Code to purchase certain equipment and facilities as the District may determine is necessary or proper; WHEREAS, the District proposes to finance ( i) the replacement of approximately 72 , 650 lineal feet of existing pipeline in the Tahoe Donner subdivision, ( ii) the installation of approximately 2 , 500 lineal feet of pipeline between the Martis Valley Estates subdivision and the Olympic Heights subdivision, (iii) the construction of a booster pump station to pump water from the Herringbone Tank to the Donner View Tank and (iv) the purchase and installation of a telemetry system for the entire water system, including preliminary costs and costs incidental thereto, in part through causing the execution and delivery of not to exceed $11, 000, 000 principal amount of Certificates of Participation as described herein; WHEREAS, in the judgment of this Board it is for the best interest of the District to enter into the Installment Purchase Agreement described herein; WHEREAS, a majority of the Board of Directors of the District (the "Board") constituting a quorum for the transaction of business, is present, as required by Section 16071 of the Public Utilities Code; and WHEREAS, all acts, conditions and things required by the Constitution and law of the State of California to exist, to 1 2677004/15 have happened and to have been performed precedent to and in connection with the consummation of the financing authorized hereby do exist, have happened and have been performed in regular and due time, form, and manner as required by law, and the District is now duly authorized and empowered, pursuant to each and every requirement of law, to consummate such financing for the purpose, in the manner and upon the terms herein provided; NOW, THEREFORE the Board of Directors of the Truckee Donner Public Utility District does hereby resolve as follows : Section 1 . Installment Purchase Agreement . The form of Installment Purchase Agreement, dated as of April 15, 1991, between the District and the Truckee Donner Public Utility District Financing Corporation (the "Corporation" ) , presented to this meeting and on file with the Clerk of the Board of the District, is hereby approved. In accordance with Section 16033 of the Public Utilities Code, the President of the Board (the "President" ) is hereby authorized and directed, for and in the name and on behalf of the District, to sign, and in accordance with Section 16115 of the Public Utilities Code, the Clerk of the District (the "Clerk" ) is hereby authorized to countersign and both the President and the Clerk are hereby authorized 0101- and directed to deliver to the Corporation the Installment Purchase Agreement in substantially said form, with such changes therein as the President may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof . Section 2 . Trust Agreement . The form of Trust Agreement, dated as of April 15, 1991, among the District, the Corporation and First Interstate Bank Ltd. , San Francisco, California or such other trustee as the President approves (the "Trustee" ) , presented to this meeting and on file with the Clerk, is hereby approved. In accordance with Section 16033 of the Public Utilities Code, the President is hereby authorized and directed, f o r and in the name and on behalf of the District, to sign the Trust Agreement, and in accordance with Section 16115 of the Public Utilities Code, the Clerk is authorized and directed to countersign the Trust Agreement , and both the President and the Clerk are hereby authorized and directed to deliver to the Corporation and the Trustee the Trust Agreement in substantially said form, with such changes therein as the President may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof . w 2 2677004/15 Section 3 . Assignment Agreement . The form of Assignment Agreement, dated as of April 15, 1991" between the Corporation and the District, presented to this meeting and on file with the Clerk, is hereby approved. In accordance with Section 16033 of the Public Utilities Code the President is hereby authorized and directed, for and in the name and on behalf of the District, to sign the Assignment r Agreement, and in accordance with Section 16115 of the Public Utilities Code, the Clerk is hereby authorized and directed to countersign the Assignment Agreement , and both the President and the Clerk are hereby authorized and directed to deliver to the Corporation the Assignment Agreement in substantially said form, with such changes therein as the President may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof . Section 4 . Contract of Purchase. The form of Contract of Purchase among the District, the Corporation and Rauscher Pierce Refsnes , Inc. (the "Underwriter" ) , presented to this, meeting and on file with Clerk, is hereby approved. In accordance with Section 16033 of the Public Utilities Code, the President is hereby authorized and directed, for and in the name and on behalf of the District, to sign the Contract of Purchase, and in accordance with Section 16115 of the Public Utilities Code, the Clerk is hereby authorized and directed to countersign the Contract of Purchase, and both the President and the Clerk are hereby authorized and directed to deliver to the Trustee and to the Underwriter the Contract of Purchase in substantially said form, with such changes therein as the President may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof, provided, however, that the interest rate payable with respect to the Certificates (as hereinafter defined) does not exceed 9% and the original issue discount does not exceed 3 . 5% and the aggregate principal amount of the Certificates does not exceed $11, 000 , 0000 . Section 5 . Preliminary Official Statement . The form of Preliminary Official Statement relating to the certificates of participation (the "Certificates" ) in the installment payments to be made by the District pursuant to the Installment Purchase Agreement, presented to this meeting and on file with the Clerk is hereby approved. The General Manager of the District (the "General Manager" ) is hereby authorized and directed to execute, approve and deliver the final Official Statement in the form of the Preliminary Official Statement, with such changes as the General Manager may require or approve, such approval to be 3 2677004/15 conclusively evidenced by the execution and delivery thereof (hereinafter referred to as the "Official Statement" ) . The General Manager is hereby authorized and directed, for and in the name and on behalf of the District, to execute and deliver to the Underwriter the Official Statement . The Underwriter is hereby authorized to distribute copies of the Preliminary Official Statement to persons who may be interest in the purchase of the Certificates and is directed to deliver copies of the Official Statement to actual purchasers of the Certificates . Section 6 . Attestations . The Clerk is hereby authorized and directed to attest the signature of the President, if necessary, and to affix and attest the seal of the District, as may be required or appropriate in connection with the execution and delivery of the Installment Purchase Agreement, Trust Agreement, Assignment Agreement, Contract of Purchase and Official Statement . Section 7 . Other Actions . The President and the General Manager are hereby authorized and directed to do any and all things and to execute and deliver any and all documents which they may deem necessary or advisable in order to consummate the sale, execution delivery of the Certificates by the Trustee and otherwise to carry out, give effect to and comply with the terms and intent of this ordinance, the Certificates, Installment Purchase Agreement, Assignment Agreement, Contract of Purchase and Official Statement . Such action heretofore taken by such officers are hereby ratified, confirmed and approved. Section 8 . Effective Date: Publication and Posting . This ordinance shall take effect on the 30th day following its passage in accordance with Section 16075 of the Public Utilities Code. At least one week before the expiration of said 30 days copies of this ordinance shall be posted by the Clerk of the District at three public places in the District, and published in a newspaper of general circulation within the District pursuant to Section 6061 of the Government Code of the State of California, all as required by Section 16075 of the Public Utilities Code. 4 2677004/15 PASSED AND ADOPTED this 18th day of March, 1991 by the following majority vote of the Board, as required by Section 16072 of the public Utilities code: AYES: John Corbett Richard Curran James Maas Patricia Sutton Joseph Aguera NOES: None ABSENT: None TRUCKEE DONNER PUBLIC UTILITY DISTRICT By o eph Aguera, P sident ATTEST: : Susan M. Craig, Deputy Dis ict Clerk 5 2677004/15 CERTIFICATE OF POSTING STATE OF CALIFORNIA ) COUNTY OF NEVADA ) The undersigned, Susan M. Craig, under penalty of perjury, certifies as follows: That for and on behalf of the Clerk of the Truckee Donner Public Utility District, I caused copies of Ordinance No. 9104, adopted by the Board of Directors of said District on March 18, 1991, to be posted within the District, to wit at the Nevada County Government Center and at the Truckee Donner Public Utility District complex. Said posting was completed on April 1, 1991. Executed on the 1st day of April 1991. Susan M. Craig, Deputy Dist ct Clerk