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HomeMy WebLinkAboutRES 2006-01 - Board Resolution No. 2006 - 01 RESOLUTION OF THE BOARD OF DIRECTORS OF THE TRUCKEE DONNER PUBLIC UTILITY DISTRICT FINANCING CORPORATION AUTHORIZING THE EXECUTION AND DELIVERY OF REFUNDING REVENUE CERTIFICATES OF PARTICIPATION, APPROVING THE EXECUTION AND DELIVERY OF CERTAIN DOCUMENTS AND AUTHORIZING CERTAIN ACTIONS IN CONNECTION THEREWITH WHEREAS, the Truckee Donner Public Utility District Financing Corporation is a nonprofit public benefit corporation organized and existing under the laws of the State of California (the "Corporation") with the authority to provide financial assistance to the Truckee Donner Public Utility District (the "District") by acquiring, constructing and financing various public facilities, land and equipment, and the leasing of facilities, land and equipment for the use, benefit and enjoyment of the public (the "facilities"); WHEREAS, the District has determined that it would be in the best interests of the Corporation, District, and citizens of the community to authorize the preparation and delivery of Truckee Donner Public Utility District Refunding Revenue Certificates of Participation, Series 2006 (the "Certificates") to refinance and finance water system facilities of the District; a . WHEREAS, the District and the Corporation desire to enter into that certain Installment Purchase Agreement, by and between the District and the Corporation (the "Installment Purchase Agreement"), the form of which is on file with the Corporation, that certain Trust Agreement, by and among the Trustee named therein, as trustee (the "Trustee"), the District and the Corporation (the "Trust Agreement"), the form of which is on file with the Corporation and that certain Assignment Agreement, by and between the Corporation and the Trustee (the "Assignment Agreement"), the form of which is on file with the Corporation; and WHEREAS, the Certificates will be sold to the underwriter (the "Underwriter") named in a Purchase Contract, by and among the District and the Underwriter and acknowledged by the Corporation (the "Purchase Contract"), the form of which is on file with the Corporation. NOW, THEREFORE, the Board of Directors of the Corporation (the "Board") does hereby resolve as follows: Section 1. Certificates. This Board hereby authorizes the preparation, sale and delivery of the Certificates in an aggregate principal amount not to exceed $28,000,000 (except such amount may be increased to the extent the General Manager of the District approves original issue discount in connection with the sale of the Certificates) in accordance with the terms and provisions of the Trust Agreement. The purposes for which the proceeds of the sale of the Certificates shall be expended is to refinance and finance certain water system facilities of the District as described in the Installment Purchase Agreement, to fund a deposit to a reserve fund for the Certificates and to pay the costs of delivery of the Certificates. Section 2. Certificate Documents. The Installment Purchase Agreement, the Assignment Agreement, the Trust Agreement and the Purchase Contract presented at this meeting are approved. The President or Vice-President of the Corporation or the President's designee is Resolution 2006-01 authorized and directed to execute and deliver the Installment Purchase Agreement, the Assignment Agreement and the Trust Agreement and the Treasurer is authorized and directed to acknowledge said Purchase Contract. Such agreements and contract shall be executed or acknowledged, as the case may, in substantially the forms hereby approved, with such additions thereto and changes therein as may be recommended by General Counsel or Special Counsel and as are approved by the officers executing such agreements and contract, such approval to be conclusively evidenced by the execution and delivery or acknowledgment thereof. Section 3. Other Actions. The President, Vice-President, the Secretary, Treasurer and such other officers of the Corporation are authorized and directed, acting singly, to do any and all things and to execute and deliver any and all documents which such officers may deem necessary or advisable in order to consummate the sale and delivery of the Certificates, and the delivery of the Installment Purchase Agreement, Assignment Agreement and Trust Agreement and acknowledgment of the Purchase Contract and otherwise effectuate the purposes of this Resolution, and such actions previously taken by such officers are hereby ratified and confirmed. Section 4. Effect. This Resolution shall take effect immediately. I certify that the foregoing resolution was adopted by the Board of Directors of the Truckee Donner Public Utility District Financing Corporation on September 20, 2006. AYES: Directors Aguera, Hemig and Taylor NOES: Directors Sutton and Thomason ABSENT: None TRUCKEE DONNER PUBLIC UTILITY DISTRICT FINANCING CORPORATION d vo J. Ron Hemig, Pres' ent ATTEST: ,1 Ma a omn, Secretary Resolution 2006-01 2 I, the undersigned, hereby certify: That I am the duly appointed and acting Secretary of the Truckee Donner Public Utility District Financing Corporation and that a special meeting of the Board of said Corporation was held on September 20, 2006, the minutes of the regular meeting of the Board of Directors were duly and regularly adopted by said Board, and that said minutes have not been rescinded or amended since the date of their adoption, and that they are now in full force and effect. Dated: September 20, 2006 ary apman, Secretary Truckee Donner Public Utility District Financing Corporation s . Resolution 2006-01 3 ree' TRUCKEE D O i Public Utility District Resolution No. 2006 - 01 RESOLUTION APPROVING ADOPTION OF CALIFORNIA PUBLIC EMPLOYEES' DEFERRED COMPENSATION PLAN WHEREAS, the Truckee Donner Public Utility District desires to establish an additional deferred compensation plan for the benefit if its employees; and WHEREAS, the Board of administration (the "Board") of the California Public Employees' Retirement System ("CaIPERS") has established the California Public Employees Deferred Compensation Plan (the "CaIPERS Plan")which may be adopted by a governmental employer the employees of which are public employees; and WHEREAS,the Truckee Donner Public Utility District believes that the CaIPERS Plan and the investment options available thereunder will provide valuable benefits to its employees; and WHEREAS, the Board has appointed State Street Bank and Trust Company("State Street")to perform administrative services under the CaIPERS Plan and to act as the Board's agent in all matters relating to the administration of the CaIPERS Plan. NOW, THEREFORE, BE IT RESOLVED that the Truckee Donner Public Utility District adopts the CaIPERS Plan for the benefit of its employees and authorizes and directs the President of the Board to execute the attached adoption agreement on behalf of Truckee Donner Public Utility District, and to provide State Street with such information and cooperation as may be needed on an ongoing basis in the administration of the CaIPERS plan.A copy of this resolution,the agreement,and any attachments thereto shall be on file in the office of CaIPERS, 400 P Street, Sacramento, Ca. 95814. PASSED AND ADOPTED as a resolution of the by the Board of Directors at a meeting duly called and held within the District on the February 1, 2006 by the following roll call vote: AYES: Directors Aguera, Hemig, Sutton, Taylor and Thomason NOES: None ABSTAIN: None ABSENT: None TRU E ER PUB UTILITY DISTRICT Ro Hemig, President ATTEST: Peter L. Holzmeister, District Clerk