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HomeMy WebLinkAboutRES 1991-21 - Board RESOLUTION NO. 9121 RESOLUTION OF THE BOARD OF DIRECTORS OF THE TRUCKEE DONNER PUBLIC UTILITY DISTRICT AUTHORIZING THE EXECUTION AND DELIVERY OF A FIRST SUPPLEMENTAL TRUST AGREEMENT; AND CERTAIN OTHER ACTIONS IN CONNECTION THEREWITH 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" ) , including the Public Utility District Act , Section 15501 et seer. . of the Public Utilities Code of the State, is authorized under provisions of the Constitution and laws of the State, including without limitation, Section 16431 of the Public Utilities Code to lease certain equipment and facilities as the District may determine is necessary or proper; and WHEREAS, the District adopted Ordinance No . 8604 , dated July 21, 1986, to authorize the execution of the Certificates of Participation (the "Certificates" ) , as described in a trust agreement , dated August 1, 1986 (the "Trust Agreement" ) , by and among the District , the Truckee Donner Public Utility District Financing Corporation (the "Corporation" ) and Bank of America National Trust and Savings Association (the "Trustee" ) , in an aggregate principal amount of $3 , 050 , 000; and WHEREAS, the District has financed the construction of an office building/warehouse/garage at 11570 Donner Pass Road, in part through causing the execution and delivery of the Certificates; and WHEREAS, a first supplemental trust agreement, dated as of February 1 , 1991, by and among the District , the Corporation and the Trustee (the "First Supplemental Trust Agreement" ) , is desired to amend and supplement the Trust Agreement, the form of which has been presented to this Board of Directors at the meeting, during which this Resolution has been adopted, pursuant to which the Trust Agreement will be .amended and supplemented to provide for any unclaimed funds, which are subject to the State unclaimed property law, to be returned to the District as described in the attached form of the First Supplemental Trust Agreement; and WHEREAS, in the judgment of this Board of Directors, it is for the best interest of the District to enter into the First Supplemental Trust Agreement; and 1 NUMATTER/772 WHEREAS, a majority of the Board of Directors of the District constituting a quorum for the transaction of business, is present, as required by Section 16071 of the Public Utilities Code; WHEREAS, all acts , conditions and things required by the Constitution and laws of the State to exist, to have happened and to have been performed precedent to and in connection with the authorization to enter into the First Supplemental Trust Agreement hereby do exist , have happened and have been performed in regular and due time, form and manner as required by law.- a n d WHEREAS, there has been prepared and is now before this meeting a proposed form of First Supplemental Trust Agreement to amend and supplement the Trust agreement to accomplish the purposes described therein, and such First Supplemental Trust Agreement has been filed with an officer of the District . NOW, THEREFORE, BE IT ENACTED BY T'r:E BOARD OF DIRECTORS OF THE TRUCKEE DONNER PUBLIC UTILITY DISTRICT: Section 1 . Findir_as . The District hereby specifically finds and declares that the actions authorized hereby constitute and are with respect to public affairs of the District and that the statements , findings and determinations of the District set forth in the preambles of the document approved hereon are true and correct . Section 2 . First Supplemental Trust Agreement_. The form of First Supplemental Trust Agreement dated as of February 1, 1991, by and among the District , the Corporation and the Trustee, presented to this meeting and on filed with the Clerk of the District, is hereby approved. In accordance with Section 16033 of the Public Utilities Code, the President of the Board 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 is hereby authorized to countersign and both said President and said Clerk are hereby authorized and directed to deliver to the Corporation said First Supplemental Trust Agreement in substantially said form, with such changes therein as such President may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 3 . Other Actions . The President of the Board and the Clerk of the District are hereby authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all documents which they may deem necessary 2 NUMATTER/172 or advisable in order to carry out, give effect to and comply with the terms and intent of this Resolution. Such actions heretofore taken by such officers are hereby ratified, confirmed and approved. Section 4 . Effect . This Resolution shall take effect from and after its date of adoption. PASSED AND ADOPTED this 17th day of June , 1991 by the following majority vote of the Board, as required by Section 16072 of the Public Utilities Code : AYES: Corbett, Curran, Maass, Sutton and Aguera. NOTES : None. ABSENT: None. TRUCKEE DONNER PUBLIC UTILITY DIS ICT Pres ' ene of the Bob'',, of Directors ATTEST: T District Clerk 3 NUMATTER/772 Brown & Wood Draft of 1/16/91 FIRST SUPPLEMENTAL TRUST AGREEI✓ENT Dated as of February 1, 1991 by and among BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as Trustee and TRUCKEE DONNER PUBLIC UTILITY DISTRICT FINANCING CORPORATION, as Lessor and TRUCKEE DONNER PUBLIC UTILITY DISTRICT, as Lessee FIRST SUPPLEMENTAL TRUST AGREEMENT THIS FIRST SUPPLEMENTAL TRUST AGREEMENT, dated as of February 11 1991, by and among BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, a national banking association duly organized under the laws of the United States, as trustee (the "Trustee" ) , the TRUCKEE DONNER PUBLIC UTILITY DISTRICT FINANCING CORPORATION, a non-profit public benefit corporation duly organized and existing under the laws of the State of California (the "State" ) , including , without limitation, Section 5110 et seq . of the Corporations Code of the State, as lessor under the Lease ( as defined herein) (the "Lessor" ) and the TRUCKEE DONNER PUBLIC UTILITY DISTRICT, a public utility district duly organized and existing under the Constitution and laws of said State, including , without limitation Section 15500 et seg. of the Public Utilities Code of the State, as lessee under said Lease (the "Lessee" ) (this document hereinafter referred to as the "First Supplemental Trust Agreement" ) . Z1 I T N E S S E T H : WHEREAS, the Lessee and the Lessor have entered into a lease/purchase agreement, dated as of August 1, 1986 (the "Lease" ) , whereby the Lessor has agreed to Construct , as defined in a trust agreement , dated as of August 1 , 1986 (the "Trust Agreement" ) , by and among the Trustee, the Lessor and the Lessee, certain administrative offices/warehouse/garage facilities (the "Project" ) , and to lease the Project to the Lessee and Lessee has agreed to lease the Project from the Lessor; and WHEREAS, to finance the acquisition and the construction of the Project, the District and the Corporation have adopted Ordinance No . 8604 and Resolution No . 1, respectively, and authorized the execution of the Certificates of Participation (the "Certificates" ) , as described in the Trust Agreement , in an aggregate principal amount of $3 , 050, 000; and WHEREAS, pursuant to the Trust Agreement , the Lessee and the Lessor have caused the Trustee to execute and deliver the Certificates, each evidencing the proportionate interests in the Lease Payments and Prepayments made by the Lessee under the Lease, to provide the moneys required to be deposited in the Trust Agreement; and WHEREAS, the State of California unclaimed property law has been revised to state that, effective June 30, 1990 and thereafter, unclaimed fiduciary funds escheat to the State after three years, notwithstanding the terms of the governing document; and 1 NUMATTER/774 WHEREAS, the Lessee desires to enter into this First Supplemental Trust Agreement to supplement, modify and amend the Trust Agreement to provide for such unclaimed funds to be returned to the District , as described herein. NOW, THEREFORE, the Lessee, the Lessor and the Trustee, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, hereby execute and deliver this First Supplemental Trust Agreement to supplement, modify and amend the Trust Agreement as follows : Sec ion 1 . Definitions . Except as otherwise defined herein and unless the context clearly requires otherwise, each capitalized word or phrase appearing herein that is defined in the Trust Agreement , as amended hereby, shall have the same meaning in this First Supplemental Trust Agreement . Section 2 . Addition of Section 14 . 12 , entitled "Unclaimed Moneys" . Article XIV of the Trust Agreement is hereby supplemented and Section 14 . 12 is added to read as follows : "Anything contained in the Trust Agreement to the contrary notwithstanding , any moneys held by the Trustee in trust for the payment and discharge of the interest or principal or Prepayment Price represented by any of the Certificates which remain unclaimed for two years after the date of deposit of such moneys if deposited with the Trustee after the date when the interest and principal or Prepayment Price represented by such Certificates have become payable, shall at the written request of the Lessee be repaid by the Trustee to the Lessee as its absolute property free from trust, and the Trustee shall thereupon be released and discharged with respect thereto and the Owners shall look only to the Lessee for the payment of the interest and principal or Prepayment Price represented by such Certificates; provided, however, that before being . required to make any such payment to the Lessee, the Trustee shall , at the written request and expense of the Lessee, first mail a notice to the Owners of the Certificates so payable that such moneys remain unclaimed and that after a date named in such notice, which date shall not be less than thirty (30) days after the date of the mailing of such notice, the balance of such 2 NUMATTER/774 moneys then unclaimed will be returned to the Lessee. " Section 3 . Effective Date of First Supplemental Trust Agreement . This First Supplemental Trust Agreement shall take effect immediately upon the execution hereof . The Trust Agreement, as a supplemented and amended by this First Supplemental Trust Agreement, is hereby reconfirmed, republished and restated. IN WITNESS WHEREOF, the parties have executed this First Supplemental Trust Agreement as of the date and year first above written. BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as Trustee By: Assistant Vice President Attest : Assistant Secretary TRUCKEE DONNER PUBLIC UTILITY DISTRICT FINANCING CORPORATION, as Lessor /(--N\ - By. P es ' dent TRUCKEE DONNER PUBLIC UTILITY DISTRICT, as Lessee By: ' President o the Board of Directors Counter Signature : 13� By: .: Clerk of the district, ex office Secretary of the Board of Directors 3 NUMATTER/774