Resolution 2895-1129072 -28 JH:WHM 7/13/11
RESOLUTION NO. 289541
RESOLUTION OF THE BOARD OF DIRECTORS OF THE SOUTH TAHOE
PUBLIC UTILITY DISTRICT AUTHORIZING AND DIRECTING THE
EXECUTION OF AN INSTALLMENT SALE FINANCING OF PUBLIC CAPITAL
IMPROVEMENTS WITH PUBLIC PROPERTY FINANCING CORPORATION
OF CALIFORNIA, AND RELATED DOCUMENTS
RESOLVED, by the Board of Directors of the South Tahoe Public Utility District (the
"District "):
WHEREAS, the District wishes to finance capital project improvements to its wastewater
treatment system, including specifically the construction of new headworks at the District's
wastewater treatment plant (the "Project "); and
WHEREAS, such financing is in the public interest and for the public benefit, and the
District wishes to approve, authorize and direct the execution of the hereinafter defined
Installment Sale Agreement and certain other financing documents in connection therewith;
WHEREAS, the Installment Sale Payments to be paid by the District under the
Installment Sale Agreement will be assigned to BBVA Compass (the 'Bank ") in consideration of
the Bank's funding of the Construction Fund under the Installment Sale Agreement referenced
below, the proceeds of which will be applied to the acquisition and construction of the Project;
and
WHEREAS, the documents below specified have been filed with the District, and the
members of the Board of Directors, with the aid of its staff, have reviewed said documents;
NOW, THEREFORE, it is hereby DECLARED AND ORDERED as follows:
1. The below - enumerated documents are hereby approved, and the Board President, the
Vice President, the General Manager and the Chief Financial Officer, are hereby separately
authorized and directed to execute said documents, with such changes, insertions and
omissions as may be approved by such officials, and the Clerk of the Board is hereby authorized
and directed to attest to such official's signature:
(a) an installment sale agreement relating to the sale and purchase of the Project,
between Public Property Financing Corporation of Califomia, as seller, and the District, as
purchaser (the "Installment Sale Agreement "), so long as the stated term of the Installment Sale
Agreement does not extend beyond twenty (20) years (except in the case of default), so long as
the interest rate on the Installment Sale Payments does not exceed 3.65 %, and so long as the
principal amount of the Installment Sale Agreement does not exceed $6,600,000; and
(b) an escrow agreement, relating to the establishment of a Construction Fund to pay the
costs of constructing the Project and a Reserve Fund for the Installment Payments, between the
District and the Bank.
2. The District hereby approves the engagement of Jones Hall, A Professional Law
Corporation, as Bond Counsel in connection with the execution and delivery of the Installment
Sale Agreement, and the form of the Agreement for Legal Services between Jones Hall and the
District is hereby approved, and the Chief Financial Officer is hereby authorized to execute said
agreement on behalf of the District.
3. The Board President, the Vice President, the General Manager, the Chief Financial
Officer and all other appropriate officials of the District are hereby authorized and directed to
execute such other agreements, documents and certificates as may be necessary to effect the
purposes of this resolution and the financing herein authorized.
4. This Resolution shall take effect upon its adoption by this Board of Directors.
* * * *****
PASSED AND ADOPTED by the Board of Directors of South Tahoe Public Utility
District at a duly held regular meeting on the 21st day of July, 2011, by the following roll call
vote:
AYES: Rise, Mosbacher, Jones and Schafer
NOES: None
ABSENT: Ce f a l u
Member
Dale Rise, President, Board of Directors
South Tahoe Public Utility District
A l-l'EST:
cot.
athy Sharp, Clerk of the Board
South Tahoe Public Utility District