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HomeMy WebLinkAboutRES 1993-40 - Board RESOLUTION NO. 9340 OF THE TRUCKEE DONNER PUBLIC UTILITY DISTRICT A RESOLUTION OF THE BOARD OF DIRECTORS AUTHORIZING THE EXECUTION AND DELIVERY OF A LEASE AGREEMENT, A TRUST AGREEMENT, A SITE AND FACILITIES LEASE, AN ESCROW 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 ses. 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 lease equipment and facilities as the District may determine is necessary or proper; WHEREAS, the District desires to refinance its obligations under that certain Lease/Purchase Agreement, dated as of August 1, 1986, by and between the District and Bank of America National Trust and Savings Association and to refund the Certificates of Participation (Headquarters Complex Project) delivered in the original, aggregate principal amount of $3 , 050, 000 through causing the execution of the Lease Agreement described herein and the delivery of not to exceed $3 , 500, 000 principal amount of Refunding Certificates of Participation as described herein (the "Certificates" ) ; 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, Section 265 of the Internal Revenue Code of 1986 , as amended (the "Code" ) , provides that under certain circumstances, certain obligations, the interest on which is excludable from gross income for federal income tax purposes pursuant to Section 103 of the Code, may be designated by the issuer thereof as "qualified tax-exempt obligations, " thereby allowing certain financial institutions that are holders of such qualified tax-exempt obligations to deduct a portion of such institution' s interest 99990\00003\600.3 expense allocable to such qualified tax-exempt obligations , all as determined in accordance with Sections 265 and 291 of the Code; and WHEREAS, the Board hereby finds and determines that : (1) the Certificates authorized by this Resolution are not private activity bonds within the meaning of Section 141 of the Code; and (2) neither the District nor any or its subordinate entities reasonably anticipates issuing during calendar year 1993 more than an aggregate of $10 , 000, 000 of obligations, the interest on which is exempt from federal income taxation pursuant to Section 103 of the Code; and WHEREAS, the Board wishes to designate the Certificates as "qualified tax-exempt obligations" within the meaning of Section 265 of the Code; and WHEREAS, all acts, conditions and things required by the Constitution and law of the State of California to exist, to 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 . Lease Agreement . The form of Lease Agreement, 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 and directed to deliver to the Corporation the Lease 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, among the District, the Corporation and Meridian Trust Company of California (the "Trustee" ) , presented to this meeting and on file 99990\00003\500.3 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 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 . Section 3 . Site and Facilities Lease . The form of Site and Facilities Lease, 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 Site and Facilities Lease, and in accordance with Section 16115 of the Public Utilities Code, the Clerk is hereby authorized and directed to countersign the Site and Facilities Lease, and both the President and the Clerk are hereby authorized and directed to deliver to the Corporation the Site and Facilities Lease 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 . Escrow Agreement . The form of Escrow Agreement, between Meridian Trust Company of California (the "Escrow Agent" ) 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 Escrow Agreement, and in accordance with Section 16115 of the Public Utilities Code, the Clerk is hereby authorized and directed to countersign the Escrow Agreement, and both the President and the Clerk are hereby authorized and directed to deliver to the Escrow Agent the Escrow 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 5 . Contract of Purchase . The form of Contract of Purchase between the District 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 99990\00003\600.3 deliver 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 average coupon rate payable with respect to the Certificates does not exceed 5 . 5. and the underwriter' s discount does not exceed 20 (excluding original issue discount) and the aggregate principal amount of the Certificates does not exceed $3 , 500, 000 . Section 6 . Preliminary Official Statement . The form of Preliminary Official Statement relating to the Certificates 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 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 a certificate regarding the finality of the Preliminary Official Statement and 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 interested in the purchase of the Certificates and is directed to deliver copies of the Official Statement to actual purchasers of the Certificates . Section 7 . 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 Lease Agreement, Trust Agreement, Site and Facilities Lease, Escrow Agreement, Contract of Purchase and Official Statement . Section 8 . Designation as Qualified Tax-Exempt Obligations . The Board hereby designates the Certificates as "qualified tax- exempt obligations" within the meaning of Section 265 (b) (3) of the Code . Section 9 . 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 Resolution, the Certificates, Lease Agreement, Site and Facilities Lease, Escrow Agreement, Contract of Purchase and Official Statement . Such action heretofore taken by such officers are hereby ratified, confirmed and approved. 99990\00003\600.3 Section 10 . Effective Date . This Resolution shall take effect immediately upon its adoption. 99990\00003\600.3 PASSED AND ADOPTED this 7th day of September, 1993 by the following vote of the Board: AYES : Aguera, Corbett, Jones , Maass and Sutton. NOES : None. ABSENT: None. TRUCKEE DONNER PUBLIC UTILITY DISTRICT y4" �/z�31 Pre dent ATTEST: Clerk 99990\00003\600.3