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HomeMy WebLinkAboutRES 2003-31 - Board TRUCKEE DONNER Public Utility District Resolution No. 2003- 31 RESOLUTION OF THE BOARD OF DIRECTORS OF THE TRUCKEE DONNER PUBLIC UTILITY DISTRICT APPROVING FUNDING AND REIMBURSEMENT AGREEMENTS AND APPOINTING BOND COUNSEL FOR COMMUNITY FACILITIES DISTRICTS WHEREAS, Truckee Land, LLC has filed with this Board of Directors petitions requesting the formation of two community facilities districts and the issuance of bonds to finance certain infrastructure; and WHEREAS, this Board of Directors is willing to consider the formation of the community facilities districts and the issuance of bonds as requested provided that all costs associated therewith are borne by the petitioner; and WHEREAS, there has been presented to this Board of Directors the forms of two Funding and Reimbursement Agreements, one for each of the proposed community facilities districts (collectively, the "Funding and Reimbursement Agreements") pursuant to which Truckee Land, LLC agrees to be responsible for the costs associated with the Truckee Donner Public Utility District's (the "PUD") consideration of and actions associated with the formation of the requested community facilities districts and issuance of bonds and pursuant also to which the PUD agrees to reimburse Truckee Land, LLC for amounts advanced and/or work in kind provided by it, but only if and to the extent that bond proceeds are available for such purpose; and WHEREAS, the PUD will require the services of bond counsel in connection with requested activities; and WHEREAS, Stradling Yocca Carlson & Rauth, a Professional Corporation has submitted to the PUD a proposal to provide such services; NOW, THEREFORE, THE BOARD OF DIRECTORS OF THE TRUCKEE DONNER PUBLIC UTILITY DISTRICT DOES HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS: Section 1. The Funding and Reimbursement Agreements, and each of them, are hereby approved in the form presented to this Board of Directors, and the General Manager of the PUD is hereby authorized and directed, for and in the name of and on behalf of the PUD to execute and deliver to Truckee Land, LLC the Funding and Reimbursement Agreements in substantially the forms hereby approved with such changes thereto as may be approved by the General Manager as being in the best interests of the PUD. Section 2. The proposal of Stradling Yocca Carlson & Rauth, a Professional Corporation, to serve as bond counsel in connection with the possible formation of the 1 DOCSOC\984783v 1\22925.0009 requested community facilities districts and the issuance of bonds is hereby accepted, and said firm is appointed to serve as the PUD's bond counsel in connection therewith. Section 3. This Resolution shall take effect immediately upon its adoption. PASSED AND ADOPTED by the Board of Directors at a meeting duly called and held within the District on August 6, 2003 by the following roll call vote: AYES: Directors Aguera, Hemig and Van Gundy NOES: Director Sutton ABSENT: None RECUSE: Director Maass TRUCKEE DONNER PUBLIC UTILITY DISTRICT J. n emig, President ATTEST: Peter L. Holzmeister, District Clerk 2 DOCSOC\984783v 1\22925.0009 t STRADLING YOCCA CARLSON & RAUTH A PROFESSIONAL CORPORATION SAN FRANCISCO OFFICE ATTORNEYS AT LAW 44 MONTGOMERY STREET,SUITE 4200 SAN FRANCISCO,CALIFORNIA 94104 660 NEWPORT CENTER DRIVE,SUITE 1600 TELEPHONE (415)283-2240 JOHN J.MURPHY FACSIMILE (415)283-2255 DIRECT DIAL: (949)725-4160 NEWPORT BEACH,CA 92660-6422 JMURPHYQSYCR.COM SANTA BARBARA OFFICE TELEPHONE(949)725-4000 302 OLIVE STREET SANTA BARBARA,CALIFORNIA 93101 FACSIMILE(949).725-4100 TELEPHONE (805)564-0065 FACSIMILE (805)564-1044 July 21, 2003 Peter Holzmeister General Manager RECD J U L 2 4 2003 Truckee Donner Public Utility District P.O. Box 309 11570 Donner Pass Road Truckee, CA 96160 Re: Proposal for bond counsel services in connection with community facilities districts Dear Peter: Stradling Yocca Carlson & Rauth, a Professional Corporation is pleased to submit this Proposal to act as bond counsel to the Truckee Donner Public Utility District (the "PUD") in connection with the formation of community facilities districts and the issuance of bonds to provide financing for public infrastructure required in connection with the development of the communities known as"Old Greenwood" and"Gray's Crossing." Firm Experience. We have one of the largest public law practices in the State, with 26 members of the firm practicing in the areas of general public law and public finance. Our public law attorneys devote their time exclusively to the representation of the interests of public agencies, including special districts, counties, cities, redevelopment agencies and school districts, and to the supplying of legal services in connection with the financings of such agencies. Members of our public law department are recognized experts in their areas and are often called upon to speak at conferences and seminars for public agencies and other municipal finance specialists, including seminars held by the National Association of Bond Lawyers, the California Debt and Investment Advisory Commission, the California League of Cities, the California Redevelopment Association, the Association of California Water Agencies, the Coalition for Adequate School Housing, University of California Extension Programs and industry conferences held by The Bond Buyer and others. While we are proud of our experience in providing bond counsel services across the entire spectrum of public finance, we are particularly proud of our accomplishments in the land-secured area in general and with community facilities districts in particular. DOCSOC\982496v 1\22925.0009 r a Peter Holzmeister July 21,2003 Page Two Even before the enactment of the Mello-Roos Act,we were active in the area of land-secured financings and were generally recognized as a leader in the field of assessment district bonds. Our experience with community facilities district financings began in 1983, shortly after the Mello-Roos Act became law, when we served as bond counsel for the Mountain View School District in one of the first Mello-Roos financings in the State. Since that time, we have served as bond counsel on many types of community facilities districts, including large, master-planned communities with mixed residential and commercial uses, residential subdivisions and large and small commercial and industrial projects. For example, for Orange County, we have formed sixteen community facilities districts in the southern part of the County, including a number in master planned communities. We have acted as bond counsel on all of the bond issues by these districts over the last ten years, a total of over $1 billion. In the last five years we have served as bond counsel, disclosure counsel, underwriter's counsel or counsel to the property owner in over 100 community facilities district financings with an aggregate principal amount in excess of$1.5 billion. The firm's experience has given our lawyers a wide range of experience in dealing with issues involved in financings for master planned communities, including joint financing agreements, development agreements, CEQA, endangered species, credit enhancement and direct and overlapping debt, among others. Larger districts raise issues concerning the potential for multiple series of bonds, additional bonds tests, the use of improvement areas and possible escrow bond structures. We have experience in all of these areas. We have long been at the forefront of innovative structures in the Mello-Roos area. For example, we pioneered Mello-Roos financing structures utilizing senior and subordinate debt, various forms of credit enhancement, as well as pooled financings taking advantage of the Marks- Roos Local Bond Pooling Act to produce greater savings for taxpayers. We also acted as underwriter's counsel on the first long-term variable rate Mello-Roos financing, and we have subsequently served as bond counsel and counsel to the property owner in other such financings. In short, we believe that our experience in this area will enable us to provide the PUD with the very highest level of expertise in connection with the proposed community facilities district. Personnel. The primary staff persons on the engagement would be John J. Murphy, a senior shareholder, who would act as the lead attorney on the transactional work, and Carol L. Lew, also a shareholder, who would act as the lead attorney on the tax issues. Both of them are located in the firm's office at 660 Newport Center Drive, Suite 1600, Newport Beach, California 92660. Mr. Murphy's direct dial number is(949) 725-4160, and Ms. Lew's direct dial number is (949) 725-4237. The primary contact person would be Mr. Murphy. Mr. Murphy has been a shareholder of the Firm since 1978,practicing exclusively in the area of municipal finance. Mr. Murphy received his J.D. in 1969 from the University of Virginia and is admitted to practice before the United States Supreme Court, the Ninth Circuit Court of Appeals and United States District Court as well as all California courts. From 1979 through 1986, Mr. Murphy's practice emphasized single family and multi-family mortgage revenue bond issues. However, both DOCSOC\982496v1\22925.0009 a Peter Holzmeister July 21,2003 Page Three before and since then his practice has emphasized financings for traditional public infrastructure, with a particular emphasis on land-secured and revenue based financing. Fees. For each issue of bonds, we would be paid a fee for bond counsel services in accordance with the following schedule: Principal Amount of Bonds Fee less than $5,000,000 WOO $5,000,000 through$10,000,000 $45,000,plus 1/4 of 1%of the excess over $5,000,000 Over$10,000,000 $57,500,plus 1/10 of 1%over$10,000,000 The fee would be payable from only bond proceeds, except that if a financing is terminated prior to closing and if the PUD has funds available from the property owner(s) for such purpose, we would be paid a reasonable fee (as determined by the PUD) for our services. In addition to the foregoing fees, we would expect to be reimbursed for out-of-pocket expenses incurred in connection with the engagement,including,without limitation, document reproduction,travel as approved by the PUD, and messenger services. Because of more strict disclosure requirements imposed on bond issuers and the recognition that the official statement relating to the bonds is the issuer's document, some issuers engage disclosure counsel to prepare the official statement rather than have that service provided by the counsel to the underwriter. If the PUD desires to engage us as disclosure counsel, we would prepare the preliminary and final official statements and render to the District a supplemental opinion to the effect that in the course of our engagement nothing came to our attention which caused us to believe the official statement contains any material misstatements or omissions. To serve as disclosure counsel,we would be paid an additional fee of$20,000. We appreciate the opportunity to respond to your request. As one of the leading firms in the State in the area of public finance,we are confident that we can provide first rate service to the PUD , and we look forward to continuing our relationship with the PUD. Very truly yours, STRADLING YOCCA CARLSON&RAUTH ... John J. Murphy DOC SOC\982496v 1\22925.0009