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HomeMy WebLinkAboutRES 1996-32 - Board ^ COPY RESOLUTION NO. --- OF THE TRUCKEE DONNER PUBLIC UTILITY DISTRICT A RESOLUTION OF THE BOARD OF DIRECTORS AUTHORIZING THE EXECUTION AND DELIVERY OF AN INSTALLMENT PURCHASE AGREEMENT, A TRUST AGREEMENT, AN ESCROW AGREEMENT, A CONTINUING DISCLOSURE 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 seq. 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 purchase certain equipment and facilities as the District may determine is necessary or proper; WHEREAS, the District has previously caused First Interstate Bank, Ltd. to execute and deliver the District's $10,510,000 principal amount of Certificates of Participation (the "Prior Certificates") of which $10,080,000 currently remains outstanding, pursuant to a Trust Agreement, dated as of May 1, 1991 (the "Prior Indenture"), by and among the District, Wells Fargo Bank, National Association, as successor trustee to First Interstate Bank Ltd., as Trustee thereunder (the "Prior Trustee") and Truckee Donner Public Utility District Financing Corporation (the "Corporation"); WHEREAS, in connection with the execution and delivery of the Prior Certificates, the District entered in to an Installment Purchase Agreement, dated as of May 1, 1991 (the "Prior Purchase Agreement"), with the Corporation; WHEREAS, the District now proposes to refinance (i) replacement of approximately 80,510 lineal feet of existing water pipeline in the Tahoe Donner and Sierra Meadows subdivisions, (ii) the purchase and installation of a telemetry system for the entire Water System, including preliminary costs and costs incidental thereto, (iii) replacement of Donner Trails Storage Tank, (iv) construction of a water treatment plant in Hirshdale, (v) water line and pump improvements to increase water water pressure and (vi) pipe lining and future access improvements in the vacinity of Interstate 80, including preliminary costs and costs incidental thereto, in part through causing the execution and delivery of not to exceed $12,500,000 principal amount of its Refunding Certificates of Participation as described herein, a portion of the proceeds of which will be used to advance refund the Prior f.\45495.3\537\22925-01 Certificates pursuant to the terms of an Escrow Deposit Agreement, dated as of November 1, 1996 (the "Escrow Agreement") by and between the District and the Trustee, as escrow agent; of November , 1996 (the 'Escrow Agreement") by and between the District and the Trustee, as escrow agent; WHEREAS, in the judgment of this Board it is for the best interest of the District to enter into the Installment Purchase Agreement described herein; 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, 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. Installment Purchase Agreement. The form of Installment Purchase Agreement, dated as of November 1, 1996, 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 the Installment Purchase Agreement, and in accordance with Section 16115 of the Public Utilities Code, the Clerk of the District (the "Clerk") is hereby authorized to countersign the Installment Purchase Agreement, and both the President and the Clerk are hereby authorized and directed to deliver to the Corporation the Installment Purchase 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, dated as of November 1, 1996, among the District, the Corporation and U.S. Trust Company of California, N.A. (the "Trustee"), 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 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. f.\45495.3\537\22925-01 2 Section 3. Escrow Agreement. The form of Escrow Agreement, dated as of November 1, 1996, between the District and the Trustee, as escrow agent thereunder, 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 Prior Trustee, as 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 4. Continuing Disclosure Agreement. The form of Continuing Disclosure Agreement, dated as of November 1, 1996, between the District and the Trustee, in its capacities as Trustee and Dissemination Agent thereunder, 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 Continuing Disclosure Agreement, and in accordance with Section 16115 of the Public Utilities Code, the Clerk is hereby authorized and directed to countersign the Continuing Disclosure Agreement, and both the President and the Clerk are hereby authorized and directed to deliver to the Trustee, the Continuing Disclosure 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 among the District, the Corporation 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 deliver to the Trustee and 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 true interest rate payable with respect to the Certificates (as hereinafter defined) does not exceed 6% and the underwriter's discount (exclusive of original issue discount) does not exceed 2% and the aggregate principal amount of the Certificates does not exceed $12,500,000. Section 6. Preliminary Official Statement. The form of Preliminary Official Statement relating to the refunding certificates of participation (the "Certificates") in the installment payments to be made by the District pursuant to the Installment Purchase Agreement, presented to this meeting and on file with the Clerk is hereby approved. The Clerk of the District (the "Clerk") 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 Clerk may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof(hereinafter referred to as the "Official f:\45495.31537\22925-01 3 Statement"). The Clerk is hereby authorized and directed, for and in the name and on behalf of the District, 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 interest in the purchase of the Certificates and is directed to deliver copies of the Official Statement to actual purchasers of the Certificates. Section 7. Bond Counsel. The Board hereby designates Stradling, Yocca, Carlson & Rauth, a Professional Corporation as the District's bond counsel in connection with the sale of the Certificates. Bond Counsel's fees shall be contingent upon the sale of the Certificates. The General Manager is authorized to execute a contract with Bond Counsel for such services. Section 8. 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 Installment Purchase Agreement, Trust Agreement, Escrow Agreement, Continuing Disclosure Agreement, Contract of Purchase and Official Statement. Section 9. Other Actions. The President and the Clerk are hereby authorized and directed to do any and all things and to execute and deliver, and the Clerk is hereby authorized and directed to do any and all things and to countersign, any and all documents, including agreements in connection with the purchase of bond insurance, 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, Installment Purchase Agreement, Trust Agreement, Escrow Agreement, Continuing Disclosure Agreement, Contract of Purchase and Official Statement. Such actions heretofore taken by such officers are hereby ratified, confirmed and approved. Section 10. Effective Date. This resolution shall take effect immediately upon its adoption. f.\45495.3\537\22925-01 4 PASSED AND ADOPTED this 12th day of November, 1996 by the following majority vote of the Board, as required by Section 16072 of the Public Utilities Code: _._- AYES. - �_.z._.�. ...__. � < <___- <�..�... NOES: ABSENT: TRUCKEE DONNER PUBLIC UTILITY DISTRICT B Y J. Ronald Hemig, President ATTEST: .deter L. Holzmeister, District Clerk f.\45495.3\53M2925-01 5 4157659187 NOV-22-96 10:19 From:STRADLING YOCCA CARLSON & RAUTH 4157659187 T-590 P.02 Job-910 ADOPTION COPY RESOLUTION NO. 3,� OF THE TRUCKEE DONNER PUBLIC UTILITY DISTRICT A RESOLUTION OF THE BOARD OF DIRECTORS AUTHORIZING THE EXECUTION AND DELIVERY OF AN INSTALLMENT PURCHASE AGREEMENT, A TRUST AGREEMENT, AN ESCROW AGREEMENT, A CONTINUING DISCLOSURE 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 seq. 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 purchase certain equipment and facilities as the District may determine is necessary or proper; WHEREAS, the District has previously caused First Interstate Bank, Ltd. to execute and deliver the District's $10,510,000 principal amount of Certificates of Participation (the "Prior Certificates") of which $10,080,000 currently remains outstanding, pursuant to a Trust Agreement, dated as of May 1, 1991 (the "Prior Indenture"), by and among the District, Wells Fargo Bank, National Association, as successor trustee to First Interstate Bank Ltd., as ') Trustee thereunder (the "Prior Trustee") and Truckee Donner Public Utility District Financing Corporation (the "Corporation"); WHEREAS, in connection with the execution and delivery of the Prior Certificates, the District entered in to an Installment Purchase Agreement, dated as of May I, 1991 (the "Prior Purchase Agreement"), with the Corporation; WHEREAS, the District now proposes to refinance (i) replacement of approximately 80,510 lineal feet of existing water pipeline in the Tahoe Donner and Sierra Meadows subdivisions, (ii) the purchase and installation of a telemetry system for the entire Water System, including preliminary costs and costs incidental thereto, (iii) replacement of Donner Trails Storage Tank, (iv) construction of a water treatment plant in Hirshdale, (v) water line and pump improvements to increase water water pressure and (vi) pipe lining and future access improvements in the vacinity of Interstate 80, including preliminary costs and costs incidental thereto, in part through causing the execution and delivery of not to exceed $12,500,000 principal amount of its Refunding Certificates of Participation as described herein, a portion of the proceeds of which will be used to advance refund the Prior F1G3495.31537\22925.01 4157659187 NOV-22-96 10:19 From:STRADLING YOCCA CARLSON & RAUTH 4157659187 T-590 P.03/09 Job-920 Certificates pursuant to the terms of an Escrow Deposit Agreement, dated as of November 1, 1996 (the "Escrow Agreement") by and between the District and the Trustee, as escrow agent; of November , 1996 (the "Escrow Agreement") by and between the District and the Trustee, as escrow agent; WHEREAS, in the judgment of this Board it is for the best interest of the District to enter into the Installment Purchase Agreement described herein; 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, 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. Installment Purchase Agreement. The form of Installment Purchase Agreement, dated as of November I, 1996, 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 '} the Installment Purchase Agreement, and in accordance with Section 16115 of the Public Utilities Code, the Clerk of the District (the "Clerk") is hereby authorized to countersign the Installment Purchase Agreement, and both the President and the Clerk are hereby authorized and directed to deliver to the Corporation the Installment Purchase 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, dated as of November 1, 1996, among the District, the Corporation and U.S. Trust Company of California, N.A. (the "Trustee"), 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 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. M45495.31S37122925.01 2 4157659187 NOV-22-96 10:20 From:STRADLING YOCCA CARLSON & RAUTH 4157659187 T-590 P.04/09 Job-920 Section 3. Escrow Agreement. The form of Escrow Agreement, dated as of November 1, 1996, between the District and the Trustee, as escrow agent thereunder, 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 arc hereby authorized and directed to deliver to the Prior Trustee, as 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 4. Continuing Disclosure Agreement. The form of Continuing Disclosure Agreement, dated as of November 1, 1996, between the District and the Trustee, in its capacities as Trustee and Dissemination Agent thereunder, 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 Continuing DiseIosurc Agreement, and in accordance with Section 16115 of the Public Utilities Code, the Clerk is hereby authorized and directed to countersign the Continuing Disclosure Agreement, and both the President and the CIerk are hereby authorized and directed to deliver to the Trustee, the Continuing Disclosure 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 among the District, the Corporation 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 �t countersign the Contract of Purchase, and both the President and the Clerk arc hereby authorized and directed to deliver to the Trustee and 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 true interest rate payable with respect to the Certificates (as hereinafter defined) does not exceed 6% and the underwriter's discount (exclusive of original issue discount) does not exceed 2% and the aggregate principal amount of the Certificates does not exceed $12,500,000. Section 6, Prelimi Official tatement. The form of Preliminary Official Statement relating to the refunding certificates of participation (the "Certificates") in the installment payments to be made by the District pursuant to the Installment Purchase Agreement, presented to this meeting and on file with the Clerk is hereby approved. The Clerk of the District (the "Clerk") 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 Clerk may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof(hereinafter referred to as the "Official M454953),537z2925-01 3 4157659le7 NOV-22-96 10:20 From:STRADLING YOCCA CARLSON & RAUTH 41576591ST T-590 P.05/00 Job-920 Statement"). The Clerk is hereby authorized and directed, for and in the name and on behalf of the District, 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 interest in the purchase of the Certificates and is directed to deliver copies of the Official Statement to actual purchasers of the Certificates. Section 7. sel_ The Board hereby designates Stradling, Yocca, Carlson & Rauth, a Professional Corporation as the District's bond counsel in connection with the sale of the Certificates. Bond Counsel's fees shall be contingent upon the sale of the Certificates. The General Manager is authorized to execute a contract with Bond Counsel for such services. Section 8. 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 Installment Purchase Agreement, Trust Agreement, Escrow Agreement, Continuing Disclosure Agreement, Contract of Purchase and Official Statement. Section 9. Other Actions. The President and the Clerk are hereby authorized and directed to do any and all things and to execute and deliver, and the Clerk is hereby authorized and directed to do any and all things and to countersign, any and all documents, including agreements in connection with the purchase of bond insurance, 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, Installment Purchase Agreement, Trust Agreement, Escrow Agreement, Continuing Disclosure Agreement, Contract of Purchase and Official Statement. Such actions heretofore taken by such officers are hereby ratified, confirmed and approved. Section 10. Effective Date. This resolution shall take effect immediately upon its adoption. f145495.3WV292MI 4 4157659197 NOV-22-96 10:21 From:STRADLING YOCCA CARLSON & RAUTH 4157659187 T-590 P.06/09 Job-920 n PASSED AND ADOPTED this 12th day of November, 1996 by the following mAjority vote of the Board, as required by Section 16072 of the Public Utilities Code: AYES: � � 2 e- NOES: ABSENT: TRUCKEE DONNER PUBLIC UTILITY DISTRICT BY � ;J. onald LHe!mig, President ATTEST: ��, & • �,.. Peter L. Holmneist r, District Clerk f-W495.31537M925.01 5 .