Resolution No. 1966 WJML:KIJ:v 9 - 15 - -
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RESOLUTION NO. 19t G
A RESOLUTION AUTHORIZING EXECUTION OF ESCROW
AGREEMENT TO FACILITATE TRANSFER OF STOCK
RESOLVED, by the Board of Directors of the South Tahoe
Public Utility District, El Dorado County, California, that the
form of Escrow Agreement to Facilitate Transfer of Stock, dated
and in form this day presented to this Board be and it is hereby
approved, and the President is hereby authorized to execute said
Agreement, in triplicate, on behalf of the District, and the Clerk
is authorized to attest his signature and to affix the corporate
seal of the District thereto.
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President, South T.hoe Public
Utility District
ATTEST:
Clerk and ex- officio Secretary
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I hereby certify that the foregoing resolution was duly and
regularly adopted and passed by the Board of Directors of the South
Tahoe Public Utility District, El Dorado County, California, at a
meeting thereof held on the 18th day of September, 1975, by the
following vote:
AYES: Directors: Wakeman, Kortes, Fester, Hegarty
NOES: Directors: None
ABSENT: Directors: None
Clerk and ex- officio Secretary
of the Board, South Tahoe Public
Utility District
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WJML:KIJ:v 9- 15 -75 -15
ESCROW AGREEMENT
TO FACILITATE TRANSFER OF STOCK
THIS AGREEMENT made and entered into this 18th day of
September, 1975, by and between Carl D. Hoffman and Lily Mae
Hoffman (hereinafter referred to as "Owners "), the South Tahoe
Public Utility District, a public district (hereinafter referred
to as "District ") and Robert J. Hill (hereinafter referred
to as "Escrow Agent ");
W I T N E S S E T H:
WHEREAS, on the 18th day of September, 1975, Owners and
--. District entered into an agreement for the sale and purchase of
the stock of Tahoe Sierra Water Company, Inc.;
WHEREAS, Article 5 of said agreement provides for the trans-
fer to District, upon the fulfillment of certain conditions, of
certificates representing all of the outstanding stock of the
aforesaid company;
WHEREAS, it is in the public interest and in the interest
of the parties hereto that said physical transfer of said certifi-
cates be accomplished through an escrow arrangement; and
WHEREAS, Robert J. Hill is a partner in the firm of
Wilson, Jones, Morton & Lynch, a law firm located at 630 North
San Mateo Drive, San Mateo, California 94401;
NOW, THEREFORE, in consideration of the above premises and
4 10, , of the mutual promises herein contained, it is hereby AGREED as
follows:
Section 1. Delivery of Stock of Escrow. Within five (5)
days following the date hereof, Owners shall properly endorse for
transfer to District certificates representing the total number
of shares of outstanding stock of the Tahoe Sierra Water Company,
Inc. and shall cause said certificates to be delivered to Escrow
Agent.
Section 2. Terms of Escrow. Upon receipt of the aforesaid
stock certificates, Escrow Agent shall retain said certificates
until Owners and District, by their duly authorized officers,
shall, in writing, inform Escrow Agent that the condition precedent
to final delivery of said stock to District, which condition is
set forth in subsection (b) of Section 5.1 of the aforementioned
agreement for sale and purchase of stock, has been fulfilled.
The parties hereto understand that said subsection (b) refers
to the obtaining of all necessary orders and approvals by the
Public Utilities Commission of State of California relating to the
acquisition of said Lock by District.
Section 3. Safekeeping. Escrow Agent shall keep stock
secure, in a safe place and free from harm.
Section 4. Condition Precedent. In the event that the
aforesaid orders and approvals of the Public Utilities Commission
are not forthcoming, the parties hereto shall so inform Escrow
Agent in writing, and upon receipt of such information Escrow
Agent shall return said stock certificates to Owner.
Section 5. Escrow Costs. The parties hereto agree that
District shall pay the costs, if any, of the Escrow herein
established.
Section 6. Termination of Escrow. Notwithstanding any
other provisions hereof, this Agreement shall, in accordance with
Section 5.4 of the aforesaid agreement for sale and purchase of
stock, terminate on January 1, 1976, at the hour of 12:00 o'clock
noon.
Section 7. Facilitation of Former Agreement. This Agree
ment is intended to facilitate the transfer of stock provided for
in the aforementioned agreement for sale and purchase of stock.
In the event of a conflict between said agreements, said agreement
for sale and purchase shall prevail.
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IN WITNESS WHEREOF, the parties hereto have herein subscribed
their names by their officers and owner duly authorize all on the
day and year of this agreement first above written.
CARL/ D. MAN
LILY/ MAE HOFFMAN 4
"Owners"
SOUTH TAHOE PUBLIC UTILITY DISTRICT
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By , '4411 dz , T'av
President
Countersigned:
Cler and ex- officio Secretary
ROBERT J. HILL
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