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HomeMy WebLinkAboutORD 1986-04 - Board ORDINANCE 90. 8604 OF THE TRUCKEE DONNER PUBLIC UTILITY DISTRICT AN ORDINANCE OF THE BOARD OF DIRECTORS AUTHORIZING THE EXECUTION AND DELIVERY OF A LEASE/PURCHASE AGREEMENT, A TRUST AGREEMENT, AN AGENCY AGREEMENT, A SITE LEASE, 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 lease certain equipment and facilities as the District may determine is necessary or proper; and WHEREAS , the District proposes to finance the construction of an office building/warehouse/garage at 11570 Donner Pass Road , in part through causing the execution and delivery of not to exceed $3,050,000 principal ,.� amount of Certificates of Participation, as described herein; and WHEREAS , all expenditures of money for the benefit of the District on any account or for any purpose and all contracts of every kind must be first authorized by the Board by ordinance, in every case when an expenditure or the amount involved in a contract exceeds $100,000 , as provided in Section 16077 of the Public Utilities Code , and the Lease/Purchase Agreement described herein involves an expenditure of over $100,00; and WHEREAS, in the judgment of this Board it is for the best interest of the District to enter into the Site Lease and Lease/Purchase Agreement described herein; and WHEREAS, this Board wishes to designate certain Directors of the Board of Directors of the Truckee Donner Public Utility District Financing Corporation as provided in Section 3.03 of the Bylaws of such Corporation; and 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; WHEREAS, all acts , conditions and things required by the Constitution and laws 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, BE IT ENACTED BY THE BOARD OF DIRECTORS OF THE TRUCKEE DONNER PUBLIC UTILITY DISTRICT: Section 1 . Findings. The District hereby specifically finds and declares that the actions authorized hereby constitute and are with respect to public affairs of the District and that the statements , findings and determinations of the District set forth in the preambles of the documents approved hereon are true and correct. Section 2. Lease/Purchase Agreement. The form of Lease/Purchase Agreement , dated as of August 1 , 1986 , between the District and the Truckee Donner Public Utility District Financing Corporation (the "Lessor" ) , as lessor , presented to this meeting and on file with the Clerk of the Board of the District , is hereby approved. An accordance with Section 16033 of the Public Utilities Code, the President of the Board is hereby authorized and directed, for an-' in the name and on behalf of the District , to sign and in accordance with Section 16115 of the Public Utilities Code the Clerk is hereby authorized to ,.�. countersign and both said president and said Clerk are hereby authorized and directed to deliver to the Lessor said Lease/Purchase Agreement in substantially said form, with such changes therein as such President may require or approve , such approval to be conclusively evidenced by the execution and delivery thereof. Section 3. Trust Agreement. The form of Trust Agreement, dated as of August 1 , 1986, among the District , the Lessor and Bank of America National Trust and Savings Association or such other trustee as the President of the Board approves (the "Trustee") , presented to this meeting and on file with the Clerk of the Board of the District , is herebv approved. In accordance with Section 16033 of the Public Utilities Code , the President of the Board is hereby authorized and directed , for an in the name and on behalf of the District , to sign the Trust Agreement , and in accordance with Section 16115 of the Public Utilities Cut- the Clerk of the District (ex officio Secretary of the Board) is authorized and directed to countersign the Trust Agreement , and both aid President and said Clerk are hereby authorized and directed to deliver to the Lessor and the Trustee said Trust Agreement in substantially said form, with such changes therein as such President may require or approve , such approval to be conclusively evidenced by the execution and delivery thereof. Section 4. Agency Agreement. The form of Agency Agreement , dated as of August 1 , 1986 , between the Lessor and the District , 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 0 Utilities Code the President of the Board is hereby authorized and directed , for and in the name and on behalf of the District, to sign the Agency Agreement , and in accordance with Section 16115 of the Public Utilities Code , the Clerk of the District (ex officio Secretary of the Board) is hereby authorized and directed to countersign the Agency Agreement , and both said President and said Clerk are hereby authorized and directed to deliver to the Lessor said Agency Agreement in substantially said form, with such changes therein as said President may require or approve , such approval to be conclusively evidenced by the execution and delivery thereof. Section 5. Site Lease. The form of Site Lease, dated as of August 1 , 1986 , between the Lessor and the District , 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 is hereby authorized and directed, for and in the name and on behalf of the District , to sign the Site Lease, and in accordance with Section 16115 of the Public Utilities Code , the Clerk of the District is hereby authorized and directed to countersign the Contract of Purchase , and both said President and Clerk are hereby authorized and directed to deliver to the Lessor said Site Lease in substantially said form, with such changes therein as said President may require or approve , such approval to be conclusively evidenced by the execution and delivery thereof. Section 6. Contract of Purchase. The form of Contract of Purchase among the District, the Lessor and Miller and Schroeder Financial, Inc. (the "Underwriter") , presented to this meeting and on file with the Clerk of the Board of Directors of the District , is hereby approved. In accordance with Section 16033 of the Public Utilities Code the President of the Board 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 of the District is hereby authorized and directed to countersign the Contract of Purchase , and both said President and said Clerk are hereby authorized and directed to deliver to the Trustee and to the Underwriter said Contract of Purchase in substantially said form, with such changes therein as such President may require or approve , such approval to be conclusively evidenced by the execution and delivery thereof , provided , however , that the interest rate payable with respect to the Certificates as hereinafter defined does not exceed 10% and the discount does not exceed 5%, the aggregate principal amount of the Certificates does not exceed $3 ,050,000, and the maximum annual principal and interest with respect to the Certificates does not exceed $325 ,000. Section 7. Preliminary Official Statement. The form of Preliminary Official Statement relating to certificates of participation (the "Certificates") in the lease payments to be made by the District pursuant to the Lease/Purchase Agreement , presented to this meeting and on file with the Clerk of the Board of Directors of the District, is hereby approved. The Preliminary Official Statement in substantially said form, with such changes as the General Manager of the District may require or approve , such approval to be conclusively evidenced by the execution and delivery thereof shall hereinafter be referred to as the "Official Statement." The General Manager of the District or the Clerk of the District (ex officio Secretary of the Board) are hereby authorized and directed , for an in the name and on behalf of the District , to execute and deliver to the Underwriter said Official Statement. The Underwriter is hereby authorized to distribute copies of said Preliminary Official Statement and Official Statement to persons who may be interested in the purchase of the Certificates and is directed to deliver copies of any final Official Statement to all actual purchasers of the Certificates. Section 8. Attestations. The Clerk of the Board of Directors of the District is hereby authorized and directed to attest the signature of the President of the Board , 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 said Lease/Purchase Agreement , Site Lease , Trust & -reement, Agency Agreement , Contract of Purchase and Official Statement. Section 9. Other Actions. The President of the Board, Clerk of the District and General Manager of the District are hereby authorized and directed, jointly and severally , 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 and 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/Purchase Agreement , Site Lease , Trust Agreement , Agency Agreement , Contract of Purchase and Official Statement. Such actions heretofore taken bv_ such officers are hereby ratified , confirmed and approved. Section 10. Appointment of Directors of Board of Truckee Donner Public Utility District Financing Corporation. The following persons shall be appointed initial Directors of the Truckee Donner Public Utility District Financing Corporation: Marilyn Dedmon Frances Benoit Robert Jones Thomas Archer Herbert M. Gaarder Section 11. Effective Date; Publication and Posting. This ordinance shall take effect on the 30th day following its passage in accordance with Section 16075 of the Public Utilities Code. At least one week before the expiration of said 30 days copies of this ordinance shall be posted by the Clerk of the District at three public places in the District , and published in a newspaper of general circulation within the District pursuant to Section 6061 of the Government_ Code of the State of California, all as required by Section 16075 of the Public Utilities Code. PASSED AND ADOPTED this 21st day of July, 1986 by the following majority vote of the Board , as required by Section 16072 of the Public Utilities Code: AYES: Cooley , Corbett , Maass. NOES: Sutton. ABSENT: Hamilton. TRUCKEE DONNER PUBLIC UTILITY DISTRICT By ;( �'� J L. Corbett , Vice President �.•. ATTEST: i� S su an M. Craig, Deputy Dist ct Clerk d2.57 STATE OF CALIFORNIA ) COUNTY OF NEVADA ) The undersigned , Susan M. Craig, under penalty of perjury, certifies as follows: That for and on behalf of the Clerk of the Truckee Donner Public Utility District , I caused copies of Ordinance No. 8604 , adopted by the Board of Directors of said District on July 21 , 1986 , to be posted within thirty days following adoption in four places within said District, to wit: 1. Nevada County Government Center 2. Nevada County Library, Truckee Branch 3. United States Postal Service Office a. Truckee Donner Public Utility District Said posting was completed on August 6, 1986. Executed on the 6th day of August 1986t;7 Sus n M. Craig, Deputy Distric Clerk