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HomeMy WebLinkAboutRES 1987-40 - Board TRUCKEE-DONNER PUBLIC UTILITY DISTRICT COUNTY OF NEVADA, STATE OF CALIFORNIA RESOLUTION NO. 8740 RESOLUTION TO AMEND CERTAIN PROVISIONS, TO REPEAL CERTAIN PROVISIONS, AND TO CONTINUE IN EFFECT CERTAIN PROVISIONS OF PREVIOUS RESOLUTIONS NO. 77-47 (AS AASENDED BY RESOLUTION 79-30) AND NO. 80-58 The Board of Directors of the Truckee-Donner Public Utility District does hereby find, determine and resolve as follows: Section 1. Recitals. (a.) Pursuant to the terms and conditions of Resolution No. 77-47 of this Board of Directors, adopted October 17, 1977, and entitled "A Resolution Providin, for the Issuance and Sale of Emergency Drought Relief Promissory Note of 1977; Prescribing the Amount, Date, Form and Maturities Thereof; Fixing the Rate of Interest Thereon; and Providing for a Pledge of Revenues to Pay the Principal Thereof and Interest Thereon", this District issued and sold to the Farmers Home Administration, an agency of the United States Department of Agriculture, its "Emergency Drought Relief Promissory Note of 1977." (b.) On July 2, 1979, this Board of Directors adopted its Resolution No. 79-30, which amended Resolution No. 77-47, in Section 29(n) of said Resolution No. 77-47, to change the date for the close of the fiscal year of the District from June 30 to December 31. (c.) Thereafter and pursuant to the terms and conditions of Resolution No. 80-58 of this Board of Directors, adopted August 18, 1980, and entitled "Resolution Authorizing the Issuance of Series 1980-1 Water Revenue Bonds of Said District, in the Principal Amount of 321,500 and Providing the Terms and Conditions for the Issuance of said Bonds", this District issued and sold to the Farmers Home Administration its single, fully-registered Series 1980-1 Water Revenue Bond. (d.) It has come to the attention of this Board of Directors that the terms and conditions of and the obligations imposed upon the District by the provisions of said Resolutions No. 77-47 and No. 80-58 are, in some cases, in conflict with one another, and in other cases, are ambiguous or unworkable. (e.) Accordingly, the purpose of this resolution is to resolve said conflicts, ambiguities, and shortcomings in order to provide for a clear and workable procedure for administering the water system revenues of the District and meeting the District's obligations to Farmers Home Administration. Section 2. The provisions of Sections 1 through 20, inclusive, of Resolution No. 77-47, are continued in effect, except as follows: (a.) Section 2(h) is amended to specify the correct fiscal year of the District, from January 1 to December 31; and = -' (b.) The first sentence of Section 5 is amended to read "The Notes shall be issued in the form of a single, fully-registered Note without coupons, as set forth in Exhibit 'I' , attached hereto as pages (i) through (iv) , inclusive". Section 3. The provisions of Sections 21 through 33, inclusive, of Resolution No. 77-47, are hereby repealed, to be superceded by corresponding provisions of Resolution No. 80-58, as hereafter amended. Section 4. The provisions of Section 34 of Resolution No. 77-47 are continued in effect. Section 5. The provisions of Section 1 of Resolution No. 80-58 are amended to add new paragraph (p) thereto to read as follows: "(p) 'Any outstanding debt' , or 'any outstanding water system debt' means the Bonds, the Drought relief note, and any parity bonds (as these three terms are defined in preceding paragraphs of this Section 1) which may be issued and which remain outstanding at any time." To the extent that the definitions in Section 1 of Resolution No. 80-58, as amended by the addition of new paragraph (p) , are in conflict with the definitions of Section 2 of Resolution 77-47, then the definitions of Resolution 80-58 shall govern and control. Section 6. The provisions of Section 2 of Resolution No. 80-58 are amended to read as follows: "Section 2. Equality of Any Outstanding Water System Debt, Pledge of Revenues. Pursuant' to the Revenue Bond Law of 1941, the principal of and the interest on any outstanding water system debt shall be equally secured by a pledge, charge and lien upon the gross revenues of the enterprise without priority for number, date of bonds or notes, date of sale, date of execution, or date of delivery, and the payment of the interest on and principal of said outstanding debt and any premiums upon the redemption of any thereof shall be and are secured by an exclusive pledge, charge and lien upon the gross revenues of the enterprise, and all of the gross revenues of the enterprise are hereby pledged, charged and assigned for the security of said outstanding debt; and such gross revenues shall constitute a trust fund -2- for the security and payment of the principal of and the interest on said outstanding debt. So long as any portion of the principal of or the interest on said outstanding debt is unpaid, said gross revenues shall not be used for any other purpose, except as permitted by this resolution and any subsequent resolution, and shall be held in trust for the benefit of the holders of the outstanding debt; and said gross revenues shall be applied pursuant to this resolution as modified pursuant to provisions herein and any subsequent resolution not in conflict with this resolution. Nothing in this resolution or in any subsequent resolution shall preclude: (a) the redemption prior to maturity of any outstanding debt subject to call and redemption and payment from proceeds of refunding bonds issued under said Revenue Bond Law of 1941 as the same now exists or as hereafter amended, or underany other law of the State of California; or (b) the issuance, subject to the limitations contained herein, of additional indebtedness evidenced by revenue bonds, revenue notes or any other evidences of indebtedness payable out of the revenues of the enterprise and ranking on a parity with any outstanding debt. Any outstanding debt for which provision has been made to pay and discharge the same through the setting apart in the Debt Service Fund or Redemption Fund or in a special trust fund or account created pursuant to this resolution to insure the payment or redemption thereof (as the case may be) , of money sufficient for the purpose, or through the irrevocable segregation for that purpose in some fund or trust account of moneys sufficient therefor, shall be deemed to be no longer outstanding and unpaid within the meaning of any provision of this resolution." Section 7. The provisions of Sections 3 through 9, inclusive, of Resolution 80-58, are continued in effect. Section 8. To facilitate the administration of the water system revenues of the District and the payment of the principal of and the interest on any outstanding water system debt, the provisions of paragraphs (2) , (3) , (4) , and (5) of Section 10 are hereby amended to rename the respective funds as follows: "(2) k'ater System Debt Service Fund (herein sometimes referred to as 'Debt Service Fund') ; (3) Water System Debt Reserve Fund (herein sometimes referred to as 'Reserve Fund') ; -3- (4) Water System Maintenance and Operation Fund (herein sometimes referred to as 'M & 0 Fund') ; and (5) Water System Surplus Fund (herein sometimes referred to as 'Surplus Fund') ." The provisions of said Section 10 of Resolution No. 80-58 are hereby further amended to delete the last sentence of said Section 10, since Section 23 of Resolution 77-47 has now been repealed. It is the intention of this Board of Directors, by these amendments of Section 10 of Resolution No. 80-58 and the related amendments set forth below in Sections 11 through 14 of this resolution to provide for the administration of and for the payment of the principal of and the interest on any outstanding water system debt from this one set of funds. Section 9. The provisions of Section 11 of Resolution No. 80-58 are continued in effect. Section 10. The provisions of Section 12 of Resolution No. 80-58 are hereby amended to read as follows: "Section• 12. The Treasurer shall, on or before the first day of each calendar month following receipt of gross revenues of the enterprise, set aside the gross revenues in the Revenue Fund, and said revenues shall be held in trust by the Treasurer. The Treasurer shall transfer moneys from the Revenue Fund to the Funds and in the amounts and priority specified in Sections 13 through 16 , inclusive, of this resolution, as qualified by. Covenant 2 of Section 19. Notwithstanding any provision of this Section 12, of Sections 13 through 16, inclusive, or of any other section of this resolution to the contrary, this Board of Directors expressly reserves the right to amend any and all provisions of this resolution as necessary or prudent in connection with the subsequent issuance by the District of any or all of the remaining $28,500 principal amount of the-presently authorized $350,000 water revenue bonds." Section 11. The provisions of Section 13 of Resolution No. 80-58 are hereby amended to read as follows: "Section 13. Debt Service Fund. On or before the twentieth day of each calendar month so long as there is any outstanding water system debt, the Treasurer shall set aside out of the Revenue Fund into the Debt Service Fund the following amounts: -4- (1) On Account of Interest The Treasurer shall transfer into said Fund one-sixth (1/6th) of the interest on any outstanding debt which is payable semi-annually and in the amount of one-sixth (1/6th) of the next due interest installment, and one-twelth (1/12th) of the interest on any outstanding debt which is payable annually and in the amount of one-twelth (1/12th) of the next due interest installment, with the result that on the twentieth day of the calendar month preceeding such interest payment date, the full amount of such interest installment or installments coming due in the next succeeding calendar month will be available in the Debt Service Fund to pay same. (2) On Account of Principal The Treasurer shall transfer into said Fund one-twelth of the next maturing principal installment or next maturing principal amount or amounts on any outstanding debt, with the result that on the twentieth day of the calendar month preceeding such principal payment date, the full amount of such principal maturing or coming due in the next succeeding calendar month will be available in the Debt Service Fund to pay same. Notwithstanding the foregoing provisions of this Section 13, any moneys required to be set aside, transferred to and placed in the Debt Service Fund may be prepaid in whole or in part by being earlier set aside, transferred to and placed in the Debt Service Fund, and in that event the monthly transfer which has been so prepaid need not be made at the time appointed therefor. In any event at least ten (10) days prior to the due date of any installment of principal of and interest on any outstanding debt, all sums required for the payment thereof must be in the Debt Service Fund. Moneys in the Debt Service Fund may be temporarily invested in any authorized investments provided that the maturities thereof shall not be later than the date or dates on which money must be available in the Debt Service Fund. If after all of the outstanding debt has been paid and cancelled there are moneys remaining in the Debt Service Fund, said moneys shall be transferred to the Surplus Fund; provided, however, that if said moneys are part of the proceeds of refunding bonds said moneys shall be transferred to the fund or account created for the payment of the principal of and the interest on such refunding bonds." -5- Section 12. The provisions of Section 14 of Resolution 'o. 80-58 are hereby amended to read as follows: "Section 14. Reserve Fund. On or before the twentieth day of each calendar month so long as there is any outstanding water system debt and until the balance in said Reserve Fund has reached the level provided below in this Section 14, the Treasurer shall set aside out of the Revenue Fund into the Reserve Fund an amount equal to ten percent (10%) of the deposit required on that same date to be transferred to the Debt Service Fund as provided in the foregoing Section 13 of this resolution, until such time as the amount in said Reserve Fund shall aggregate ten percent (10%) of the maximum annual debt service on outstanding debt, calculated by computing the maximum annual debt service on each separate note issue, bond issue, and other specific issue of debt, if. any, and then combining these separate amounts to a total maximum annual debt service amount. Whenever the Reserve Fund is drawn upon, if ever, the Treasurer shall likewise transfer on or before the twentieth day of each calendar month from the Revenue Fund into the Reserve Fund an amount equal to ten percent (10%) of the deposit required on that same date to be transferred to the Debt ., Service Fund until said Reserve Fund shall have been restored to the required level. In the event that on the twentieth day of the calendar month next preceding any principal or interest payment date there shall be insufficient moneys in the Debt Service Fund to pay the principal or interest due during the next succeding month, then moneys in said Reserve Fund shall be used to make such payment. Whenever the amounts contained in the Reserve Fund, together with the amounts in the Debt Service Fund, are sufficient to pay .when due all principal of and interest on any outstanding debt, then all moneys in the Reserve Fund shall be used and withdrawn solely for that purpose. Moneys in the Reserve Fund may be temporarily invested in any authorized investments provided that the maturities thereof shall be not later than the date or dates on which money must be available in said fund." Section 13. The provisions of Section 15 of Resolution No. 80-58 are continued in effect. Section 14. The provisions of paragraph (1) of Section 16 are hereby amended to read as follows: "(1) First, to the Reserve Fund until such time as the debt service reserve specified by Section 14 of this resolution has been achieved. " -6- Section 15. The provisions of Sections 17 and 18 of Resolution No. 8058 are continued in effect. Section 16. The provisions of Covenant 7 and Covenant 9(d) of Section 19 of Resolution No. 8058 are hereby amended as follows: (a.) Covenant 7 is amended to change the 90-day requirement in the last paragraph thereof to a 120-day requirement. (b.) Paragraph (d) of Covenant 9 is amended to read as follows: "(d) All current expenses for the necessary and reasonable maintenance and operation costs of the enterprise; and the charges shall be so fixed that the gross revenues , as measured on a fiscal year basis, shall be at least 1.20 times the amounts payable during said fiscal year under (a) , and in addition shall be 1.0 times the amounts payable during said fiscal year under (b) , (c) , and (d) ." The intention of this Board of Directors in so amending paragraph (d) of Covenant 9 of Section 19 of Resolution No. 8058 is to make explicit that compliance with the rate coverage requirement is to be measured on a fiscal year basis only and not otherwise. Section 17. The provisions of Sections 20 through 29, inclusive, of Resolution No. 8058 are continued in effect. Section 18. This Board of Directors ,.hereby finds and determines , as previously recited in the recital clauses of Resolution No. 8058, that the conditions prescribed by Section 31 of Resolution 7747 for issuance of parity bonds were satisfied at the time of issuance of the Series 1980-1 Water Revenue Bond , with the result that the Drought Relief Note and the Series 1980-1 Water Revenue Bond were validly issued as parity debt securities of the District. Section 19. This Board of Directors hereby finds and determines that the requirements for written consent of bondholder prescribed by Section 22 of Resolution No. 8058 as a condition precedent to adoption of this resolution has been satisfied. Section 20. This resolution shall take effect upon written approval from the Farmers Home Administration. PASSED AND ADOPTED by the Board of Directors of the Truckee Donner Public Utility District at a regular meeting duly called and held within the District by the following roll call vote: AYES: Aguera, Cooley, Maass and Corbett. NOES: None. -7- s ABSTAIN: Sutton. TRUC E DONNER PUBLIC -4UITILITY ISTRICT 1 �/ By J`h L. Corbett, President 2ATTE usan Macdonald , Deputy District Clerk —8—