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AP 07-21-11
SOUTH TAHOE PUBLIC UTILITY DISTRICT REGULAR BOARD MEETING AGENDA Thursday, July 21, 2011 2:00 P.M. District Board Room 1275 Meadow Crest Drive, South Lake Tahoe, California Richard Solbn • , General Mana • er Dale Rise, President Chris Cefalu, Director BOARD MEMBERS James R. Jones, Director Paul Sciuto, Assistant General Mana er Mary Lou Mosbacher, Vice President Eric W. Schafer, Director 1. CALL TO ORDER REGULAR MEETING — PLEDGE OF ALLEGIANCE 2. COMMENTS FROM THE AUDIENCE (This is an opportunity for members of the public to address the Board on short non - agenda items that are within the subject matter jurisdiction of the District. Five minute limit. No action can be taken on matters not listed on the agenda.) 3. CORRECTIONS TO THE AGENDA OR CONSENT CALENDAR 4. ADOPTION OF CONSENT CALENDAR (Any item can be removed to be discussed and considered separately upon request. Comments and questions from members of the public, staff or Board can be taken when the comment does not necessitate separate action.) 5. CONSENT ITEMS BROUGHT FORWARD FOR SEPARATE DISCUSSION / ACTION 6. ITEMS FOR BOARD ACTION REQUESTED BOARD ACTION a. Borrowing for the Headworks Replacement Approve Resolution No. 2895 -11 Pg. 41 Project Authorizing and Directing the (Paul Hughes) Execution of an Installment Sale Financing of Public Capital Improve- ments with Public Property Financing Corporation of Califomia and Related Documents b. Payment of Claims Approve Payment (Due to extended Pg. 45 fiscal year invoice processing, Payment of Claims will be distributed prior to, and at the Board meeting) 7. BOARD MEMBER STANDING COMMITTEE REPORTS (Discussions may take place; however, no action will be taken) a. Water & Wastewater Operations Committee (Jones / Rise) SOUTH TAHOE PUBLIC UTILITY DISTRICT "Basic Services for a Complex World" ADDENDUM NO. 1 Note: This item, posted 07/15/11, met noticing requirements. It will be added to the Action Calendar for approval. REGULAR BOARD MEETING AGENDA Thursday, July 21, 2011 2:00 P.M. District Board Room 1275 Meadow Crest Drive, South Lake Tahoe, California ITEM FOR BOARD ACTION Water Tank Recoating Project (John Thiel) REQUESTED BOARD ACTION Award Bid to the Lowest Responsive, Responsible Bidder (Bid summary and recommendation will be made available at the District office, prior to, and at the Board meeting) South Tahoe Public Utility District • 1274 Meadow Crest Drive • South Lake Tahoe, CA 96150 Phone 530.544.6474 • Facsimile 530.541.0614 • www.stpud.us South Tahoe Public Utility District General Manager Mohan' 1t Selbrig Dkactors .VR1sCe u James R. Jones Mary Lau Megeacher DileRise Eric Schafer 1275 Meadow Crest Drive • South Lake Tahoe • CA 96150 -7401 Phone 530 544 -6474 • Fax 530 541 -0614 • www stpud.us BOARD AGENDA ITEM xx TO: Board of Directors FROM: John Thiel, Principal Engineer MEETING DATE: July 21, 2011 ITEM - PROJECT NAME: Water Tank Recoating Project REQUESTED BOARD ACTION: Award bid to the lowest responsive, responsible bidder. DISCUSSION: On June 29, 2011, eleven general contractors attended the mandatory pre -bid meeting. Bids will be opened at 2 p.m., Tuesday, July 19, 2011. Affer opening the bids, staff will review the bids in detail for compliance with the specifications. A summary of all the bids, along with staff recommendation for award will be distributed prior to, and at, the Board meeting. SCHEDULE: Open Bids 7/19/11; Award Bid 7/21/11; NTP 8/04/11. COSTS: Construction Estimate $260,000 ACCOUNT NO: 2029 -8261 /TKCOAT BUDGETED AMOUNT REMAINING: $618,000 (2011/12) ATTACHMENTS: A summary of bids and staff recommendation for award will be distributed prior to, and at the Board meeting. CONCURRENCE WITH REQUESTED ACTI GENERAL MANAGER: YES "" NO CHIEF FINANCIAL OFFICER: YES LZi NO CATEGORY: Water South Tahoe Public Utility District 1275 Meadow Crest Drive South Lake Tahoe, CA 96150 Telephone: (530)544 -6474 Fax: (530)541 -4319 Memorandum Date: July 19, 2011 To: Board Members, Richard Solbrig, Paul Sciuto From: John Thiel, Principal Engineer Subject: Recommendation for Bid Award 2011 Water Tank Recoattng Project As detailed on the bid summary and review information from the Heidi Baugh, the apparent low bid from Blastco, Inc. contained minor irregularities which staff considers inconsequential and Immaterial. In regards to the bid amount, the written total will govern over the total of the extended amounts for each bid item. Staff recommends that the Board waive the minor irregularities and award the project to Blastco, Inc., in the amount of $218,880.00. South Tahoe Public Utility District • 1275 Meadow Crest Drive, South Lake Tahoe, CA 96150 Phone 530.544.6474 • Facsimile 530.541.0614 South Tahoe Public Utility District 1275 Meadow Crest Drive South Lake Tahoe, CA 96150 Telephone: (530)544 -6474 Fax: (530)541 -4319 Memorandum Date: July 19, 2011 To: Board Members, Richard H. Solbrig, Paul A. Sciuto From: Heidi C. Baugh, Contracts Administrator Subject: 2011 Water Tank Recoating Project At 2:00 o'clock on the afternoon of July 19, 2011 we received and opened seven (7) sealed bids for the above - referenced project. Bids ranged from $218,880 to $396,990. The engineer's estimate was $300,550. A careful review and analysis of the three lowest bids showed minor deviations. See attached spreadsheet and list of deviations for full breakdown of each bid. Blastco Incorporated dba N Y Blastco Inc. ( Blastco Inc.) is the apparent low bidder. Blastco Inc. had only minor deviations. I contacted the Contractors License Board and was given the following information: License Number 767974 is current and active and expires 08/31/2011. The company is a corporation. Blastco Inc. holds a Class C -33 Painting and Decorating license. South Tahoe Public Utility District • 1275 Meadow Crest Drive, South Lake Tahoe, CA 96150 Phone 530.544.6474 • Facsimile 530.541.0614 2011 Water Tank Recoating Proiect Bid Opening: 7/19/2011 at 2:00 o'clock p.m. Deviations and information gathered during bid analysis of the three lowest bids: Blastco Incorporated dba N Y Blastco Inc.: • Bidder's General Information Item 5, no address for surety provided; no address for agent/broker. Spoke with surety representative and verified bid bond. • Certification by Contractor's Insurance Broker form: identified brokerage firm in 4t blank rather than insurance company. Slightly modified form to make accurate statement in a manner that allowed the intent of the document to remain intact. • Bid Forms, the bid total as written in both numbers and words is $218,880, the numbers actually calculate out to total $218,884.50. . Farr Construction California dba Farr Synthetic Coatinas . • Bidder's General Information Item 5, no surety phone number provided. No address for agent/broker provided. Surety company posting the bid bond only rated B +NIII from AM Best. Specifications require a minimum rating of A -NI. After contacting brokerage agent, it was explained that there is a co- surety company that would be able to provide a new bid bond if necessary, and would provide the Payment and Performance Bonds should Farr be awarded the contract. I checked the co- surety on AM Best and COI and found that it does meet our specifications with an A -NI rating. • Certification by Contractor's Insurance Broker form was filled out incorrectly: I was able to contact the agent/broker and obtain the insurance companies used by Farr and confirm that they meet specifications. COR -RAY Painting Co.: • Specification Book/Bid was taken apart. • Bidder's General Information, Item 3, contractor typed in expiration date as 2011, when in fact the State lists it as 2012. SOUTH TAHOE PUBLIC UTILITY DISTRICT'S 2611 wATEQ Tagis RECOATING PftOJECT BIO SUMMARY (07/19/2011) Advanced Industrial Enoin..t. E.dmst. Blanco Inc. Parr .. Corp. Cor Pabtbup - - - Waitron, Industrial Paso Rabies Ts.* Inc. Cimino Construction Daerlpdon UIdt QTY Unit Pr1c. Amount Unit Prim Amount Untt Price Amount Unit Prim Amount Unit Pries Amount Unit Pries Amount Una Pries Amount Unit PAM Amount Mab,D.mo, renov.6 reinstall ..... slats on .Mends. Inddp bends 8 Ins. (10%) H Scent 1 Tank lS 1 . 000.00 66 9.00 6.9.00 16000.00 16 Renovsl of edsO 1g costing and recoiling ol interior of HStreet SF oak 6299.070.00 l S1S -.A':J 6331.720.00 2011 WATER TANK RECOATING PROJECT CONTRACTOR'S SUBCONTRACTORS Blastco Inc, dba NYBlastco Inc. No subcontractors listed. Named Equipment/Material Supplier List: Equipment/Material Supplier Enviroline 230 International Paint Bar Rust — 233H, 231 & Devthane 379H ICI - Devoe /Glidden Permasheild (Anti Graffiti) Sherwin Williams Farr Synthetic Coatings, aka Farr Construction Corp. No subcontractors listed. Subcontractors & Address Named Equipment/Material Spppller List: Equipment/Material Supplier Paint erial Supplier List Glidden Paints COR RAY PAINTING CO. Description of Work Subcontractors & Address QP -1 Field Coating 25% RPI Coating Inc. Santa Fe Springs, CA 90670 Equipment/Ma erial Supplier List Equipment/Material Supplier Interior Goan. Enviroline 230 Shell and Floor Interior Coating Devoe Bar Rust 233 (Roof) Exterior Coating Devoe 231 and 378 1 REGULAR BOARD MEETING AGENDA - JULY 21, 2011 PAGE - 2 8. EL DORADO COUNTY WATER AGENCY PURVEYOR REPRESENTATIVES REPORT 9. BOARD MEMBER REPORTS (Discussions may take place; however, no action will be taken.) 10. GENERAL MANAGER REPORT(S) (Discussions may take place; however, no action will be taken.) 11. STAFF / ATTORNEY REPORT(S1 (Discussions may take place; however, no action will be taken.) a. Prosperity Project Update (Dennis Cocking) 12. NOTICE OF PAST AND FUTURE MEETINGS / EVENTS Past Meetings / Events 07/13/11 - El Dorado County Water Agency Board Meeting 07/18/11 - Water and Wastewater Operations Committee Meeting 07/18/11 - Board Election Nomination Period Began (July 18 - August 12) Future Meetings / Events Board Election Nomination Period (July 18 - August 12) 07/26/11 - 3rd Quarter HIP Kick -Off and Health Risk Assessment (HRA) Screening 07/27/11 - 8:00 a.m. - ECC (Employee Communications Committee) Meeting at District Director Jones is the Board representative 08/01/11 - 3:30 p.m. - Water and Wastewater Operations Committee Meeting at District 08/02/11 - 9:00 a.m. - Alpine County Board of Supervisors Regular Meeting in Markleeville 08/03/11 - 10:00 a.m. - HIP Group Presentation and Follow -up on 07/26/11 HRA 08/04/11 - 2:00 p.m. - STPUD Regular Board Meeting at District 08/10/11 - 10:00 a.m. - El Dorado County Water Agency Meeting at District 13. CLOSED SESSION (The Board will adjourn to Closed Session to discuss items identified below. Closed Session is not open to the public; however, an opportunity will be provided at this time if members of the public would like to comment on any item listed. Three minute limit.) a. Pursuant to Government Code Section 54956.9(a) /Conference with Legal Counsel Pg. 49 Existing Litigation re: False Claims Act Case: United States, the States of California, Delaware, Florida, Nevada, and Tennessee and the Commonwealths of Massachusetts and Virginia ex rel. John Hendrix v. J -M Manufacturing Company, Inc. and Formosa Plastics Corporation, U.S.A., Civil Action No. ED CV06- 0055 -GW, United States District Court for the Central District of California b. Pursuant to Government Code Section 54956.9(a) /Conference with Legal Pg. 51 Counsel - Existing Litigation re: Los Angeles County Superior Court Case No. BC459943, State of Nevada, et al. v. J -M Manufacturing, et al. c. Pursuant to Government Code Section 54957 /Public Employment Pg. 53 Position: Legal Services Provider 14. ACTION / REPORT ON ITEMS DISCUSSED DURING CLOSED SESSION 15. ADJOURNMENT (To the next regular meeting, August 4, 2011, 2:00 p.m.) South Tahoe Public Utility District • 1274 Meadow Crest Drive • South Lake Tahoe, CA 96150 Phone 530.544.6474 • Facsimile 530.541.0614 • www.stpud.us ITEMS CONSENT CALENDAR JULY 21,2011 REQUESTED ACTION a. Pg. 1 Annual Software Support Costs for Financial/ Human Resource Software (Carol Swain) b. Computer Equipment for Fiscal Year 2011/2012 Pg. 5 (Bill Frye, Chris Skelly) c. 2011 Grizzly Mountain Waterline Project Pg. 9 (Peter Lavallee) d. Angora Sitework Pg. 13 (Peter Lavallee) e. Unpaid Assessments Pg. 21 (Tim Bledsoe) f. 2010 North Apache Booster Station Project Pg. 31 (John Thiel) g. Special Board Meeting Minutes: Pg. 35 July 6, 2011 (Kathy Sharp) h. Regular Board Meeting Minutes: Pg.37 July 7, 2011 (Kathy Sharp) Approve Payments to SunGard Public Sector for Annual Maintenance Costs, in the Amount of $16,828.94, Plus Tax Authorize Purchase of Budgeted Computers and Equipment in the Estimated Amount of $60,900 (Including Tax) Approve Change Order No. 3 to Burdick Excavating Co., Inc., in the Amount of $8,987.80 (1) Approve the Project Closeout Agreement and Release of Claims for K.G. Walters; and (2) Authorize Staff to File a Notice of Completion with the El Dorado County Clerk Adopt Resolution No. 2896 -11, Authorizing Delinquent Accounts be Added to the 2011/12 El Dorado Tax Assessor's Roll Approve Change Order No. 2 to Thomas Haen Co. Inc., in the Amount of $19,521 Approve Minutes Approve Minutes CONSENT CALENDAR — .JULY 21, 2011 PAGE — 2 The South Tahoe Public Utility District Board of Directors regularly meets the first and third Thursday of each month. A complete agenda packet, including all backup information is available for review at the meeting and at the District office during the hours of 8:00 a.m. - 5:00 p.m., Monday through Friday. A recording of the meeting is retained for 30 days after minutes of the meeting have been approved. Items on this agenda are numbered for identification purposes only and will not necessarily be considered in the order in which they appear on the agenda. Designated times are for particular items only. Public Hearings will not be called to order prior to the time specified, but may occur slightly later than the specified time. Public participation is encouraged. Public comments on items appearing on the agenda will be taken at the same time the agenda items are heard; comments should be brief and directed to the specifics of the item being considered. Please provide the Clerk of the Board with a copy of all written material presented at the meeting. Comments on items not on the agenda can be heard during "Comments from the Audience;" however, action cannot be taken on items not on the agenda. Backup materials relating to an open session item on this agenda, which are not included with the Board packet, will be made available for public inspection at the same time they are distributed or made available to the Board, and can be viewed at the District office, at the Board meeting, and upon request to the Clerk of the Board. The meeting location is accessible to people with disabilities. Every reasonable effort will be made to accommodate participation of the disabled in all of the District's public meetings. If particular accommodations for the disabled are needed (i.e., disability - related aids, or other services), please contact the Clerk of the Board at 530.544.6474, extension 6203, at least 24 hours in advance of the meeting. South Tahoe Public Utility District General Manager Mohan! H. Soibig .Chris Proctors Janes Mary LouMo*badier Das Rise Eric Schafer 1275 Meadow Crest Drive • South Lake Tahoe • CA 96150 -7401 Phone 530 544-6474 • Fax 530 541 -0614 • www st iud.us BOARD AGENDA ITEM 4a TO: Board of Directors FROM: Carol Swain, Information Systems Manager MEETING DATE: July 21, 2011 ITEM - PROJECT NAME: Annual Software Support Costs for Financial /Human Resource Software REQUESTED BOARD ACTION: Approve payments to SunGard Public Sector for annual maintenance costs in the amount of $16,828.94 plus tax. DISCUSSION: The District's annual software support costs for the Integrated Financial and Administrative Solutions (IFAS) software application is increased annually by the change in the Consumer Price Index from the previous year, plus 2%. For the fiscal year of August 1, 2011, through July 31, 2012, Sungard Public Sector costs are $16,828.94 plus tax. These services are needed for daily phone support to resolve issues and for minor updates to fix any problems that may be encountered. In addition, this fee includes the cost of professional services for one major upgrade to the software. SCHEDULE: August 1, 2011 - July 31, 2012 COSTS: $16,828.94 plus tax ACCOUNT NO: 1037 -6030, 2037 -6030 BUDGETED AMOUNT REMAINING: $58,510 (2011/12) ATTACHMENTS: Invoice, including list of systems supported CONCURRENCE WITH REQUESTED ACTION: GENERAL MANAGER: YES A�IF/ NO CATEGORY: Sewer & Water CHIEF FINANCIAL OFFICER: YES NO -1- SUNGARD' PUBLIC SECTOR 1000 Business Center Drive Lake Mary, FL 32746 800 - 727 -8088 www sungardps.com Bill To: South Tahoe Public Utility District 1275 Meadow Crest Drive SOUTH LAKE TAHOE, CA 96150 United States Attn: Ms. Carol Swain Invoice Company LG Document No Date 38291 30 /Jun /2011 Page 1 of 2 Ship To: South Tahoe Public Utility District 1275 Meadow Crest Drive SOUTH LAKE TAHOE, CA 96150 United States Attn: Ms. Carol Swain Customer Grp /No. 1 6013LG Customer Name South Tahoe Public Utility District Customer PO Number Currency USD Terms N ET30 Due Date 30/Jul/201 1 No SKU Code /Description /Comments Units Rate Extended Contract No. STPUD -2 OS - General Ledger Maintenance Start: 01 /Aug /2011, End: 31/Jul/2012 OS - Job Project Ledger Maintenance Start: 01 /Aug /2011, End 31 /Jul /2012 OS - Accounts Payable Maintenance Start: 01 /Aug /2011, End: 31/Jul/2012 OS - Accounts Receivable /Cash Receipts Maintenance Start: 01/Aug/2011, End: 31/Jul/2012 OS - Purchasing Maintenance Start: 01/Aug/2011, End: 31/Jul/2012 OS - Fixed Assets Maintenance Start: 01 /Aug /2011, End: 31/Jul/2012 OS - Stores Inventory Maintenance Start: 01 /Aug /2011, End: 31 /Jut /2012 8 OS - Human Resources Maintenance Start: 01/Aug/2011, End: 31/JuV2012 10 11 12 3 OS - Click, Drag, & Drill (Report Writer) Maintenance Start: 01/Aug/2011, End: 31/JuV2012 OS - Easy Laser Forms Maintenance Start: 01/Aug/2011, End: 31/Jul/2012 OS - Archive Online Maintenance Start: 01/Aug/2011, End: 31/Jul/2012 OS - 7i Maintenance Start: 01 /Aug /2011, End: 31/Jul/2012 OS - Workflow Maintenance Start : 01/Aug/2011, End: 31/Jul/2012 1.00 4,221.95 1.00 938.83 1.00 844.39 1.00 844.39 1.00 1,213.90 1.00 763.64 1.00 1,056.51 1.00 1,877.63 1.00 1,643.61 1.00 351.71 1.00 1,055.15 1.00 2,017.23 1.00 0.00 4,221.95 938.83 844.39 844.39 1,213.90 763.64 1,056.51 1,877.63 1,643.61 351.71 1,055.15 2,017.23 0.00 `Contract No. - 3 - SUN►* PUBLIC SECTOR 1000 Business Center Drive Lake Mary, FL 32746 800 -727 -8088 www.sungardps.com Bill To: South Tahoe Public Utility District 1275 Meadow Crest Drive SOUTH LAKE TAHOE, CA 96150 United States Attn: Ms. Carol Swain Invoice Company LG Document No Date 38291 30/Jun/2011 Page 2 of 2 Ship To: South Tahoe Public Utility District 1275 Meadow Crest Drive SOUTH LAKE TAHOE, CA 96150 United States Attn: Ms. Carol Swain Customer Grp /No. Customer Name 1 6013LG South Tahoe Public Utility District Customer PO Number Currency USD Terms NET30 Due Date 30/Jul/2011 Jo SKU Code /Description /Comments Units 4 Tax (Type - MA) 1.00 Rate :25 605-9-11)- Page Total Extended 5d 2.12 Remit Payment To: SunGard Public Sector Inc. Bank of America 12709 Collection Center Drive Chicago, IL 60693 PSA Reference Number: Subtotal Sales Tax Invoice Total Payment Received Balance Due 16,828.94 1 gl. 0 19 jar) • South Public Utility District Tahoe ae Pu bl is Utility District General Wilmslow Rbhan1 H. Solbrlo Dlrvctors .ChrisCefaki Jams R Jones Many bauMosbacisar Data Rise Eric Schafer 1275 Meadow Crest Drive • South Lake Tahoe • CA 96150 -7401 Phone 530 544 -6474 • Fax 530 541 -0614 • www.etpud.us BOARD AGENDA ITEM 4b TO: Board of Directors FROM: Bill Frye, Network/Telecom Systems Administrator Chris Skelly, IT Systems Specialist 11 MEETING DATE: July 21, 2011 ITEM - PROJECT NAME: Computer Equipment for Fiscal Year 2011/2012 REQUESTED BOARD ACTION: Authorize purchase of budgeted computers and equipment in the estimated amount of $60,900 (including tax) DISCUSSION: Computers will be purchased from vendors using the Western States Contracting Alliance (WSCA) or other government or purchasing coalition contracts that are competitively awarded. As stated in the purchasing policy, these contracts qualify as meeting the formal public competitive requirement. The WSCA and other purchasing contracts establish cooperative multi- state contracts in order to achieve cost effective and efficient acquisition of quality products and services. Staff finds these contracts to be very competitive. Staff is seeking authorization to purchase currently budgeted computer systems (see attached list). Purchases are staggered to coordinate installation workload and ensure the District receives the most up -to -date equipment. This item has been reviewed by the District's Purchasing Agent. SCHEDULE: July 2011 June 2012 COSTS: $60,900 estimated ACCOUNT NO: Various - See attachment BUDGETED AMOUNT REMAINING: $60,900 ATTACHMENTS: Spreadsheet with budgeted account numbers, amounts and descriptions CONCURRENCE WITH REQUESTED ACTION: GENERAL MANAGER: YES digi NO CHIEF FINANCIAL OFFICER: YES NO —5— CATEGORY: Sewer & Water 2011 -2012 Computer Purchases DEPARTMENT Non - capital purchases UR Sewer UR Sewer (Field Laptop) UR Water UR Water (Field Laptop) Water Operations Electrical Heavy Maintenance Equipment Repair Operations Laboratory Laboratory (Laptop) Administration Administration (Laptop) Human Resources Alpine County Engineering Engineering (Workstation) Purchasing Information Systems Information Systems (Feld Laptop) Customer Service Customer Service (Laptop) Customer Service (Field Laptop) Accounting Capital purchases Information Systems (Server) Total DEPT CODE BUDGET QTY AMOUNT 01 1 $1,200 01 1 $3,000 01 1 $1,200 01 1 $3,000 02 1 $1,200 03 1 $1,200 04 1 $1,200 05 1 $1,200 06 1 $1,200 07 2 $2,400 07 1 $1,900 21 1 $1,200 21 1 $1,900 22 1 $1,200 28 1 $1,200 29 1 $1,200 29 2 $8,000 29 1 $1,200 37 2 $2,400 37 1 $3,000 38 3 $3,600 38 1 $1,900 38 1 $3,000 39 2 $2,400 30 $50,900 ACCOUNT NUMBER DESCRIPTION 50/50 37 -4840 50/50 37 -4840 Field Laptop 50/50 37 -4840 50/50 37 -4840 Field Laptop 50/50 37 -4840 50/50 37 -4840 50/50 37 -4840 50/50 37 -4840 50/50 37 -4840 50/50 37 -4840 50/50 37 -4840 laptop 50/50 37 -4840 50/50 37 -4840 laptop 50/50 37 -4840 50/50 37 -4840 50/50 37 -4840 50/50 37-4841 Workstation 50/50 37 -4840 50/50 37 -4840 50/50 37 -4840 Field Laptop 50/50 37 -4840 50/50 37 -4840 laptop 50/50 37 -4840 Field Laptop 50/50 37 -4840 37 1 $10,000 1037 -8278 Grand Total 31 $60,900 VM Host South Tahoe Public Utility District General Menaear Richard ttSobrie Directors .a Mary Lou. Itles Eric &War 1275 Meadow Crest Drive • South Lake Tahoe • CA 96150 -7401 Phone 530 544- 6474 • Fax 530 541 -0614 • www.stpud.us BOARD AGENDA ITEM 4c TO: Board of Directors FROM: Peter Lavallee, Assistant Engineer MEETING DATE: July 21, 2011 ITEM - PROJECT NAME: 2011 Grizzly Mountain Waterline Project REQUESTED BOARD ACTION: Approve Change Order No. 3 to Burdick Excavating Co. Inc., in the amount of $8,987.80. DISCUSSION: The itemized parts of Change Order No. 3 are as follows: Part A, in the amount of $6,193.13, is for removal of boulders and rock material that was in the new trench line along Lake Tahoe Boulevard so that the new twelve inch waterline could stay at a minimum bury of at least four feet. Part B, in the Amount of $2,794.67, is for dewatering an unmarked storm drain which caused backed up ground water to flood the new pipeline trench. SCHEDULE: As soon as possible COSTS: $8,898 ACCOUNT NO: 2029 - 8229 /GRIZWL BUDGETED AMOUNT REMAINING: $89,725 ATTACHMENT& Change Order No. 3 CONCURRENCE WITH REQUESTED ACTION: GENERA. MANAGER: YES /K%ii NO CHIEF FINANCIAL OFFICER: YES 7434-- NO -9- CATEGORY: Water CHANGE ORDER NUMBER 3 Project 2011 Grizzly Mountain Waterline Project Contractor Burdick Excavating Co. Inc. Date: July 21, 2011 PO # P23910 The Contract Shall Be Changed As Follows: A. Provide equipment, material and labor to remove large boulders and rock material encountered in the trench line. Work performed on time and material not to exceed $6,193.13. See Attachment A, billing numbers 1543A and 1543B for a breakdown of all costs. TOTAL FOR ITEM A IS $6,193.13 B. Provide equipment, material, and labor to dewater an abandoned unmarked storm drain at station 21 +30 which caused backed up groundwater to flood the new pipeline trench. Work performed on a time and material basis not to exceed $2,794.67. See Attachment B, billing number 1542 for a breakdown of all costs. TOTAL FOR ITEM B IS $2,794.67 TOTAL FOR CHANGE ORDER #3 IS A + B = $8 987.80 Original Contract $1,110,275.00 Previous Change Order $76,711.20 Current Contract $1,186,986.20 THIS CHANGE ORDER $8,987.80 New Contract Total $1 195,974.00 Contractor agrees to make the herein- described changes in accordance with the terms hereof. The change in contract price and/or contract time noted is full settlement for costs incurred because of the change(s) described, unless specifically noted in individual description(s). Date: Authorized By STPUD Board President Date: Accepted By Contractor Date: Reviewed By 1 South Tahoe Public Utility District General Marm®er Rioted K Sobrig Dkectore .QwisCeriiu Jarne.R.Jones Mary tau Moebedsar Dab Rise Edo Schafer 1275 Meadow Chest Drive • South Lake Tahoe • CA 96150 -7401 Phone 530 544 -6474 • Fax 530 541-0614* wmv.stpud.us BOARD AGENDA ITEM 4d TO: Board of Directors FROM: Peter Lavallee, Assistant Engineer MEETING DATE: July 21, 2011 ITEM - PROJECT NAME: Angora Sitework REQUESTED BOARD ACTION: (1) Approve the Project Closeout Agreement and Release of Claims for K.G. Walters; and (2) Authorize staff to file a Notice of Completion with the El Dorado County Clerk. DISCUSSION: Staff has performed a final inspection of the project, and found that K.G. Walters has met all the requirements of the contract. Staff recommends approval of the project Closeout Agreement and Release of Claims, and the filing of a Notice of Completion with the El Dorado County Clerk. SCHEDULE: As soon as possible COSTS: N/A ACCOUNT NO: 2029 - 7064 /ANGOSW BUDGETED AMOUNT REMAINING: $336,612 ATTACHMENTS: Closeout Agreement and Release of Claims, Notice of Completion CONCURRENCE WITH REQUESTED ACTION: GENERAL MANAGER: YES /Oa NO CHIEF FINANCIAL OFFICER: YES NO -13- CATEGORY: Water RECORDING REQUESTED BY: Heidi C. Baugh South Tahoe Public Utility District WHEN RECORDED MAIL TO: SOUTH TAHOE PUBLIC UTILITY DISTRICT 1275 Meadow Crest Drive South Lake Tahoe CA 96150 SPACE ABOVE THIS LINE FOR RECORDERS USE APN: 32- 060 -13 NOTICE OF COMPLETION NOTICE IS HEREBY GIVEN THAT: 1. The undersigned is OWNER or agent of the OWNER of the interest or estate stated below in the property hereinafter described. 2. The FULL NAME of the OWNER is South Tahoe Public Utility District 3. The FULL ADDRESS of the OWNER is 1275 Meadow Crest Drive, South Lake Tahoe, CA 96150 4. The NATURE OF THE INTEREST or ESTATE of the undersigned is: In fee. (If other than fee, strike "in fee" and insert here, for example, "purchaser under contract of purchase," or "lessee." 5. The FULL NAMES and FULL ADDRESSES of ALL PERSONS, if any, WHO HOLD SUCH INTEREST or ESTATE with the undersigned as JOINT TENANTS or as TENANTS IN COMMON are: Name & Address Name & Address 6. The RJLL NAMES of FULL ADDRESSES OF THE PREDECESSORS in INTEREST of the undersigned if the property was transferred subsequent to the commencement of the work of improvement herein referred to: Name & Address Name & Address 7. A work of improvement on the property hereinafter described was COMPLETED on 6/21/2011. 8. The work of improvement completed is described as follows: 2010 Echo View and Angora Water Tank Replacement - SITEWORK. 9. The NAME OF THE ORIGINAL CONTRACTOR, if any, for such work of improvement is K. G. Walters Construction Co., Inc. 10. The street address of said property is N /A. adjacent to residential neighborhood of Angora Highlands. 11. The property on which said work of improvement was completed is in the (Sty of unincorp. South Lake Tahoe County of El Dorado, State of California, and is described as follows: As shown in Exhibit "A" attached hereto and made a part hereof, and commonly known as DATE: July 21, 2011 SIGNATURE OF OWNER OR AGENT OF OWNER DALE RISE VERIFICATION FOR INDIVIDUAL OWNER: Board President, SoiTahoe PUD I, the undersigned, declare under penalty of perjury under the laws of the State of California that I am the owner of the aforesaid interest or estate in the property descibed in the above notice; that I have read said notice, that I know and understand the contents thereof, and the facts stated therein are true and correct. DATE AND PLACE SIGNATURE OF OWNER NAMED IN PARAGRAPH 2 VERIFICATION FOR NON-INDIVIDUAL OWNER: South Tahoe Public Utility District I, the undersigned, dedare under penalty of perjury under the laws of the State of California that I am the Board President of the aforesaid interest or estate in the property described in the above notice; that I have read the said notice, that I know and understand the contents thereof, and that the facts stated therein are true and correct. July 21, 2011 at South Lake Tahoe, California. DATE AND PLACE —15— Notice of Completion SIGNATURE OF PERSON SIGNING ON BEHALF OF OWNER Dale Rise, Board President South Tahoe Public Utility District EXHIBIT "A" Notice of Completion of the 2010 ECHO VIEW AND ANGORA TANK REPLACEMENT - SITEWORK PROJECT The site of the work is located at Assessor's Parcel No. 32- 060 -13, adjacent to the residential neighborhood of Angora Highlands, in unincorporated South Lake Tahoe in the County of El Dorado, Califomia. The work to be performed consists of the demolition of the existing Angora Tank, grading for approximately 100 feet of road and replacing of recycled base, stabilization and revegetation, and other related activities. Notice of Completion of the 2010 ECHO VIEW AND ANGORA TANK REPLACEMENT - SITEWORK PROJECT EXHIBIT "A" -16- South Tahoe Public Utility District 1275 Meadow Crest Drive • South Lake Tahoe • CA 96150 -7401 Phone 530 544 -6474 • Fax 530 541 -0614 • www.stpud.us CERTIFICATION I hereby certify that the foregoing is a full, true, and correct copy of the Notice of Partial Completion that was approved by the Board of Directors of the South Tahoe Public Utility District, County of El Dorado, State of Califomia, and executed by Board President, Dale Rise. Date Approved: Certified by: Kathy Sharp, Clerk of the Board CLOSEOUT AGREEMENT AND RELEASE OF CLAIMS THIS AGREEMENT AND RELEASE OF CLAIMS is made in South Lake Tahoe, Califomia, this day of July 2011, by and between South Tahoe Public Utility DISTRICT, hereinafter referred to as "DISTRICT", and K.G. Walters Construction Company, Inc., hereinafter referred to as "CONTRACTOR ". KNOW ALL PERSONS BY THESE PRESENTS: 1. That the undersigned, as the authorized representative of CONTRACTOR, for and in consideration of Three Hundred Eighty -Eight Thousand Seven Hundred Dollars ($388,700), contract amount, and the credit amount of Forty Thousand Seven Hundred Seventeen Dollars and Thirty -Two Cents (- $40,717.32) for said Contract Change Orders Nos. 1 through 3, receipt of which is hereby acknowledged, does hereby and for each of its successors, assigns and partners, release acquit and forever discharge the SOUTH TAHOE PUBLIC UTILITY DISTRICT OF EL DORADO COUNTY, CALIFORNIA, and each of its successors, assigns, officers, agents, servants, and employees, from any and all rights, claims, demands, debts, obligations, liabilities, actions, damages, costs, expenses and other claims whatsoever, which might have been asserted against DISTRICT by reason of any matter or thing which was the subject matter of or basis for: A. The performance of all terms and conditions of that certain agreement dated April 23, 2010 for Purchase Order No. P22801, DISTRICT project described as 2010 Echo View and Angora Water Tanks Site Work Project. B. Change Orders Nos. 1 through 3 as approved by the parties, pertaining to Purchase Order No. P22801 and shown in Payment Request No. 9, dated July 21, 2011. 2. That the undersigned, as the authorized representative of DISTRICT, for and in consideration of the CONTRACTOR's completion of Purchase Order No. P22801 does hereby and for each of its successors, and assigns, releases, acquits and forever discharge K.G. Walters Construction Company, Inc., and each of its successors, assigns, officers, agents, servants, and employees, and sureties from any and all rights, claims, demands, debts, obligations, liability, actions, costs, expenses whatsoever which might have been asserted against CONTRACTOR, except for the rights accruing to the DISTRICT in California Code of Civil Procedure Section 337.15, Entitled "Ten Years - Action to Recover Damage from Latent Deficiencies in Planning or Construction of Improvements to Real Property," which rights are specifically not released, and except for warranties and sureties provided by reason of any matter or thing which was the subject matter of or basis for: A. The performance of all terms and conditions of that certain agreement dated April 23, 2010 for Purchase Order No. P22801, DISTRICT project described as 2010 Echo View and Angora Water Tanks Site Work Project. B. Change Orders Nos. 1 through 3 and as approved by the parties, pertaining to Purchase Order No. P22801 and shown in Payment Request No. 9, dated July 21, 2011. -18- 1 3. Nothing contained herein shall waive or alter the rights, privileges, and powers of the DISTRICT or the duties, liabilities and obligations of the CONTRACTOR and its surety in respect to any portions of the Specifications for Purchase Order No. P22801. 4. The DISTRICT has received no claims from the CONTRACTOR. 5. Upon execution of this agreement, the DISTRICT agrees to immediately file and record a NOTICE OF COMPLETION with the County Recorder in order to begin the running of the statutory lien period. 6. The presently retained amount is $ 4,189.81 Original Contract amount $388,700.00 Total Change Order Amount ($ 40,717.32) Less: Amount Previously Paid $343,792.87 (Request Nos. 1 through 9) Retainage $ 4,189.81 BALANCE: $ -0- The retainage will be released to the CONTRACTOR at the expiration of the lien period 35 (thirty -five) calendar days after date of recording a NOTICE OF COMPLETION by El Dorado County Recorder or when all liens have been released, whichever last occurs. Release pursuant to this agreement shall not apply to CONTRACTOR's rights to the presently retained amount until such time as such amounts are received in full by CONTRACTOR. 7. CONTRACTOR and DISTRICT agree that the total adjusted contract price and time of performance for Purchase Order No. after the execution of change orders shall be as follows: Original Contract Price Original Calendar Days Total Adjusted Price Total Adjusted Calendar Days $388,700.00 $347,982.68 8. It is understood and agreed by the undersigneds that the facts with respect to which the foregoing Release is given may hereafter tum out to be other than or different from the facts in that connection now known to be or believed by said undersigneds to be true, and the undersigneds hereto expressly assume the risk of the facts turning out to be different than they now so appear, and agree that the foregoing Release shall be, in all respects, effective and not subject to termination or recession by any such difference in facts and undersigneds hereby expressly waive any and all rights the undersigneds have or may have under California Civil Code Section 1542, which provides as follows: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the Release which if known by him must have materially affected his settlement with the debtor." 9. The releases made by the CONTRACTOR and the DISTRICT herein are not to be construed as an admission or admissions of liability on the part of either party and that the parties deny liability hereof. The undersigneds agree that they will forever refrain and -19- forebear from commencing, instituting or prosecuting any lawsuit, action or other proceeding against the other party based on, arising out of, or in any way connected with the subject matter of this Release. 10.. The CONTRACTOR hereby releases the DISTRICT from all claims, including those of its Subcontractors for all delay and impact costs, if any. 11. The CONTRACTOR represents and warrants to the DISTRICT that the CONTRACTOR has not heretofore assigned or transferred or purported to assign or transfer to any person, firm, corporation, association or entity any of the rights, claims, warranties, demands, debts, obligations, liabilities, actions, damages, costs, expenses and other claims whatsoever and the CONTRACTOR agrees to indemnify and hold harmless the DISTRICT against, without limitation, any and all rights, claims, warranties, demands, debts, obligations, liabilities, actions, damages, costs, expenses and other claims, including attorney's fees, arising out of or connected with any such assignment or transfer or purported assignment or transfer. 12. The undersigned acknowledge that they have been represented by counsel of their own choice in connection with the preparation and execution of this Closeout Agreement and Release of Claims. The undersigned acknowledge and represent that they understand and voluntarily consent and agree to each and every provision contained herein. 13. The undersigned further declare and represent that no promise, inducement or agreement, not herein expressed, have been made to the undersigned and that this Release contains the entire agreement among the parties hereto and that the terms of the Release are contractual and not a mere recital. 14. The persons executing this Closeout Agreement and Release of Claims represent and warrant to the other party that the execution and performance of the terms of this Release have been duly authorized by all requisite corporate, partnership, individual, or other entity requirements and that said persons have the right, power, legal capacity and authority to execute and enter in the Closeout Agreement and Release of Claims. RICHARD SOLBRIG, GENERAL MANAGER DATED ATTEST: KATHY SHARP, CLERK OF BOARD DATED K.G. WALTERS CONSTRUCTION CO., INC. By: WALT JOHNSON, PRESIDENT DATED -20- South Tahoe Public Utility District General Manager Richard K Solbrig Directors .aais Cdatu James R. Jones Lou d Diils Rise Edo Schafer 1275 Meadow Crest Drive • South Lake Tahoe • CA 961504401 Phone 530 544- 6474 • Fax 530 541 -0614 • www.stpud.us BOARD AGENDA ITEM 4e TO: Board of Directors FROM: Tim Bledsoe, Manager of Customer Service MEETING DATE: July 21, 2011 ITEM - PROJECT NAME: Unpaid Assessments REQUESTED BOARD ACTION: Adopt Resolution No. 2896 -11, authorizing delinquent accounts be added to the 2011/12 El Dorado Tax Assessor's Roll. DISCUSSION: Resolution No. 2896 -11 authorizes all delinquent accounts (sewer and /or water and /or street lighting) to be added to the 2011 /12 El Dorado County Tax Assessor's. SCHEDULE: COSTS: ACCOUNT NO: BUDGETED AMOUNT REMAINING: ATTACHMENTS: Resolution No. 2896 -11 CONCURRENCE WITH REQUESTED ACTION: GENERAL MANAGER: YES /NJ NO CHIEF FINANCIAL OFFICER: YES NO -21- CATEGORY: Sewer & Water i -22-- 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 RESOLUTION NO. 2896-11 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE SOUTH TAHOE PUBLIC UTIUTY DISTRICT ADDING TO AND MAKING A PART OF THE ANNUAL ASSESSMENT LEVIED UPON THE LAND WHICH SEWER SERVICE AND /OR WATER SERVICE AND /OR STREET LIGHTING WAS USED AND CHARGES THEREFORE UNPAID AT THE TIME OF FIXING THE RATE OF TAXES FOR THE 2011 -2012 FISCAL YEAR BE IT RESOLVED, by the Board of Directors of the South Tahoe Public Utility District, County of El Dorado, State of California, as follows: 1. The District authorizes the Auditor - Controller of the County of El Dorado to place on the Secured Property Tax Roll for Fiscal Year 2011 -2012, and for each and every year thereafter until rescinded by this Board, the special parcel tax for the purposes of sewer service and /or water service and /or street lighting per the standing agreement between the South Tahoe Public Utility District and the County of El Dorado based on the information delivered to the Auditor - Controller by the District by the statutory deadline of August 10 of each year. 2. It is further declared that said unpaid charges set forth in Exhibit "A" are added to and made a part of the annual assessment levied upon said certain parcels of land therein referred to and shall become a lien upon said parcels of land. WE, THE UNDERSIGNED, do hereby certify that the above and foregoing Resolution was duly adopted and passed by the Board of Directors of the South Tahoe Public Utility District at a regularly scheduled meeting held on the 210 day of July, 2011, by the following vote: AYES: NOES: ABSENT: ATTEST: Kathy Sharp, Clerk of the Board -23- Dale Rise, Board President South Tahoe Public Utility District EXHIBIT "A" ASSESSOR'S PARCEL NUMBER AMOUNT 1829110 $897.20 2125113 $676.69 2125114 $2,262.07 2128120 $322.06 2139107 $291.81 2202109 $378.50 2203159 $513.35 2203207 $165.11 2203212 $291.81 2203213 $507.34 2203224 $490.90 2206109 $1,307.98 2206112 $389.95 2206150 $635.98 2206159 $960.36 2213203 $271.01 2213225 $257.64 2216109 $562.29 2216110 $959.28 2218102 $293.18 2219526 $257.64 2227120 $401.52 2228103 $193.23 2230122 $257.64 2232205 $389.08 2232232 $648.16 2232247 $510.34 2232248 $235.82 2233105 $417.34 2235136 $291.81 2239103 $276.40 2241111 $991.42 2242103 $1,004.62 2242142 $1,168.90 2310124 $291.81 2310327 $289.42 2313108 $210.94 2314135 $359.99 2316133 $2,396.24 2320167 $1,746.44 2323106 $1,415.80 Page 1 of 6 -24- ASSESSOR'S PARCEL NUMBER AMOUNT 2327122 $278.63 2328105 $275.73 2333124 $1,173.07 2335103 $893.15 2335104 $1,658.63 2335124 $703.92 2336209 $500.00 2337214 $2,699.66 2347106 $1,323.04 2354316 $562.29 2355201 $481.55 2356107 $403.34 2358114 $1,007.55 2360115 $1,366.73 2360203 $1,620.53 2360209 $1,215.45 2361304 $3,133.92 2364506 $508.78 2364518 $490.90 2365102 $881.51 2365201 $805.62 2365325 $1,168.89 2365410 $459.89 2365412 $378.50 2365414 $389.08 2365417 $1,374.23 2366128 $429.27 2366308 $966.37 2366314 $291.81 2368201 $315.42 2368229 $225.89 2368604 $758.70 2368605 $785.36 2368703 $467.81 2369503 $1,526.96 2369601 $3,663.18 2376106 $1,518.46 2377114 $257.64 2377209 $1,325.44 2377326 $402.57 2378108 $283.08 2378201 $287.25 2378207 $382.52 2378313 $790.43 Page 2 of 6 -25- ASSESSOR'S PARCEL NUMBER AMOUNT 2378417 $309.03 2379109 $193.23 2382154 $728.15 2383020 $311.53 2391101 $1,633.26 2391203 $1,176.75 2521402 $1,684.80 2522507 $1,773.46 2527202 $985.75 2530106 $727.38 2534110 $911.67 2543108 $1,450.36 2555402 $1,707.52 2563204 $777.26 2567015 $1,235.88 2576317 $1,772.05 2576524 $947.88 2589121 $155.38 2604404 $5,136.26 2606213 $2,125.63 2609435 $334.08 2610603 $458.79 2611428 $2,790.34 2611429 $2,921.02 2622124 $291.81 2624101 $283.09 2624207 $210.09 2624315 $1,854.75 2625210 $785.99 2707129 $20,570.26 2707620 $2,165.87 2708224 $2,387.38 2711103 $692.71 2712303 $1,740.40 2713619 $848.31 2714325 $914.06 2714503 $908.21 2714514 $2,758.70 2715415 $318.26 2715605 $655.21 2720508 $6,377.66 2746107 $291.81 2747110 $205.75 2755102 $294.43 Page 3 of 6 -26- ASSESSOR'S PARCEL NUMBER AMOUNT 2762114 $374.66 2762134 $291.81 2763129 $201.95 2805205 $1,290.83 2830153 $1,366.73 2901009 $389.08 2901012 $386.45 2905108 $5,688.70 2905119 $6,918.71 2905120 $6,659.62 2905213 $3,207.53 2905218 $10,117.83 2906101 $8,985.89 2906102 $8,558.01 2906109 $12,837.04 2906109 $2,068.69 2906110 $4,279.04 2906114 $5,776.67 2906115 $5,990.63 2906202 $5,776.67 2906203 $4,279.04 2906212 $663.75 2906214 $37,990.09 2906221 $2,988.09 2906222 $6,204.57 2906609 $9,413.81 2906618 $8,036.98 2906619 $2,758.27 2906705 $1,149.29 2906706 $919.40 2906708 $3,447.84 2906709 $4,827.78 2908314 $7,318.41 2918125 $1,783.17 2938121 $1,845.64 2938129 $1,951.22 2960204 $381.06 2960207 $280.57 2960503 $404.18 2961010 $336.55 2961012 $378.35 3035201 $920.77 3103025 $1,079.31 3103038 $1,025.67 Page 4 of 6 -27- ASSESSOR'S PARCEL NUMBER AMOUNT 3107913 $908.63 3109408 $895.52 3114108 $1,709.92 3114511 $811.65 3115105 $779.37 3115207 $920.77 3116617 $2,142.50 3119215 $1,366.77 3120412 $1,347.62 3122610 $4,686.97 3123302 $2,223.77 3125428 $11,423.57 3125607 $3,761.91 3131304 $1,754.54 3214135 $396.51 3215211 $591.11 3216109 $5,589.03 3216113 $3,626.54 3222106 $830.49 3224111 $923.03 3225121 $1,013.70 3225205 $1,337.31 3226111 $783.03 3227733 $912.76 3227842 $585.44 3228244 $1,212.76 3228248 $1,451.88 3229101 $407.92 3229119 $299.77 3234403 $1,131.82 3237104 $1,168.90 3237124 $1,173.16 3237126 $390.38 3237136 $283.08 3237137 $283.08 3238111 $881.51 3318030 $580.75 3318033 $3,074.39 3318035 $398.50 3325401 $798.75 3329207 $988.55 3365107 $1,039.66 3367306 $475.94 3375208 $1,040.80 Page 5 of 6 -28- ASSESSOR'S PARCEL NUMBER AMOUNT 3384112 $1,638.51 3408208 $643.76 3416226 $1,840.46 3417202 $917.14 3422107 $1,405.51 3422409 $698.82 3424201 $856.33 3426401 $1,023.73 3429510 $1,151.01 3433406 $879.27 3469313 $2,630.89 3511005 $291.81 3523333 $929.45 3527120 $920.77 3629013 $1,008.99 3646206 $490.35 3662119 $1,050.28 3662201 $994.98 8109212 $2;395.38 8111305 $1,860.86 8112106 $3,078.52 8114120 $2,342.86 TOTAL AMOUNT $432,428.12 Total Parcel Count 239 Authorized Signature Contact Person: Tim Bledsoe Customer Service Manager 530.543.6221 Page 6 of 6 21-Jul-11 Date South Tahoe Public Utility District General Merger Rlchud H. Solbr g Directors .ChrbCeralu Junes K Jones Marylou Mosbad>er Oils Rise Eric r 1275 Meadow Crest Drive • South Lake Tahoe • CA 96150 -7401 Phone 530 544-6474 • Fax 530 541 -0614 • www.stpud.us BOARD AGENDA ITEM 4f TO: Board of Directors FROM: John Thiel, Principal Engineer MEETING DATE: July 21, 2011 ITEM - PROJECT NAME: 2010 North Apache Booster Station Project REQUESTED BOARD ACTION: Approve Change Order No. 2 to Thomas Haen Co. Inc., in the amount of $19,521. DISCUSSION: Following the installation and startup testing of the electric pumps and the diesel - powered generator, the noise generated by the station was evaluated. Staff, along with an acoustical consultant, Jim Brennan, concluded that additional sound attenuation measures should be installed to reduce the noise to acceptable neighborhood levels. The acoustic improvements include the installation of acoustical louvers on the intake and radiator exhaust openings for the genset, modifications to ductwork into the building, additional door seals, and additional window panes on the interior of the building. These acoustical improvements are all included in this change order along with the addition of a motorized louver, which is being added to provide a tight closure to the generator intake opening as an energy and weather protection measure. Incidentally, the Grizzly Booster Station has these elements already included in the design and contract work. This proposed Change Order No. 2 for $19,521 is based on a proposal from the Contractor as itemized below: • Part A - Furnish and install motorized damper for generator intake and relocate filter grill for a cost of $3,696; • Part B - Labor and materials to modify openings for acoustical louvers for a cost of $4,970; • Part C - Labor and materials to install Kinetics acoustical louvers for a cost of $8,831; • Part D - Electrical work for motorized damper for a cost of $400; • Part E - Painting repair work for a cost of $70; • Part F - Labor and materials to install acoustical door seals for a cost of $276; and • Part G - Labor and materials for additional glass panes on the interior of the building for a cost of $1,278. —31— John Thiel July 21, 2011 Page 2 SCHEDULE: Upon Board approval. COSTS: $19,521.00 ACCOUNT NO: 2029 -8967 / IQBSTR BUDGETED AMOUNT REMAINING: $835,712 ATTACHMENTS: Change Order No. 2 CONCURRENCE WITH REQUESTED ACTION: GENERAL MANAGER: YES 011 NO CHIEF FINANCIAL OFFICER: YES NO -32- CATEGORY: Water CHANGE ORDER NUMBER 2 Project 2010 North Apache Booster Station Project Contractor Thomas Haen Co. Inc. Date July 21, 2011 PO # P23015 The Contract Shall Be Changed As Follows: A. Furnish and install motorized damper for generator intake and relocate filter grill for a cost of $3,696. B. Labor and materials to modify openings for acoustical louvers for a cost of $4,970. C. Labor and materials to install Kinetics acoustical louvers for a cost of $8,831. D. Electrical work for motorized damper for a cost of $400. E. Painting work for a cost of $70. F. Labor and materials to install acoustical door seals for a cost of $276. G. Labor and materials for additional glass panes on the interior of the building for a cost of $1,278. TOTAL FOR CHANGE ORDER NO. 2 IS ITEMs A through G = $19,521.00 Contractor agrees to make the herein - described changes in accordance with the terms hereof. The change In contract price and /or contract time noted is full settlement for costs incurred as a result of the change(s) described, unless specifically noted in individual description(s). Authorized By STPUD Board President Accepted By Contractor Reviewed By -33- Date: Date: Date: 1 Ori, final Contract $ 1,027,749.00 Previous Chan $ e Orders $ 41,418.00 Current Contract $ 1,069,167.00 THIS CHANGE ORDER $ 19,521.00 New Contract Total $ 1,088,688.00 Contractor agrees to make the herein - described changes in accordance with the terms hereof. The change In contract price and /or contract time noted is full settlement for costs incurred as a result of the change(s) described, unless specifically noted in individual description(s). Authorized By STPUD Board President Accepted By Contractor Reviewed By -33- Date: Date: Date: 1 SOUTH TAHOE PUBLIC UTILITY DISTRICT Richard Solbri• , General Mana • er Dale Rise, President Chris Cefalu, Director aul Scioto, Assistant General Mona , er BOARD MEMBERS Ty Lou Mosbacher, Vice President James R. Jones, Dire • Eric W. Schafer, Director SPECIAL MEETING OF THE ' OF D TORS SOUTH TAHOE PU. ILITY DISTR JU 011 The Board of Directors of the South Ta 2:00 P.M., at the District Office, 1275 M Public Utili Crest Driv et in a speci th Lake Tahoe, C BOARD OF DIRECTORS: ROLL CALL President Rise, Directors Cef•. ones, Mo STAFF: Solbrig, Sharp, Sciuto, Hu Attorney Kvistad participat 2:00 P.M. - 2:2 nferenc sion, July 6, 2011, ADJOURNMENT TO CLOSED SESSION AND RECONVENE TO OPEN SESSION N / REPO N ITE ' ISCUSSED DURING CLOSED SESSION Moved Schafer / Seco to reject the terms of the from Sheppard Mullin. ed Unanimously , letter received -35- Pursuant to Government Code Section 54956.9(a) /Conference with Legal Counsel- Existing Litigation re: False Claims Act Case: United States, the States of California, Delaware, Florida, Nevada, and Tennessee and the Commonwealths of Massachusetts and Virginia ex ret. John Hendrix v. J -M Manufacturing Company, Inc. and Formosa Plastics Corporation, U.S.A., Civil Action No. ED CV06- 0055 -GW, United States District Court for the Central District of California SPECIAL BOARD MEETING MINUTES - JULY 6, 2011 PAGE - 2 2:25 P.M. ATTEST: Pursuant to Government Code Section 54956.9(a) /Conference with Legal Counsel - Existing Litigation re: Los Angeles County Superior Court Case No. BC459943, State of Nevada, et al. v. J -M Manufacturing, et al. ADJOURNMENT Dale Board President South Publi • ility Distri Kathy Sharp, Clerk South Ta • ublic SOUTH TAHOE PUBLIC UTILITY DISTRICT Richard Solbri• , General Mona • er Dale Rise, President Chris Cefalu, Director Paul Sciuto, Assistant General Man • • er BOARD MEMBERS ary Lou Mosbacher, Vice President James R. Jones, Dire • `�` Eric W. Schafer, Director REGULAR MEETING OF TH • " D OF • ORS SOUTH TAHOE PU IUTY DISTRI JU +11 M BOARD OF DIRECTORS: ROLL CALL President Rise, Directors Cefalu, Jones, STAFF: Solbrig, Sharp, Sciuto, Hu P. Lavallee, W. Stanley, Paul Sciuto led the pledge a fla :, PLEDGE OF ALLEGIANCE Mov - • Scha • nes . ed s CONSENT CALENDAR to approv _ onsent dar . bmitte a. Surplus Veh (2) Authorized surplus vehicles; e surplus; and to auction District b. Geographic Informati No. 14 to Arete Systems services, in the amount of IS) - Approved Task Order e consulting and support 62.50; c. Cold Creek Filter Plant and Ralph Tank BMP and SEZ Restoration Project - Approved proposal from Ausenco Vector to provide inspection services in an amount not to exceed $57,105; d. Headworks Replacement Phase 2 Project - Approved Change Order No. 1 to GSE Construction Company, in the amount of $19,930; REGULAR BOARD. MEETING MINUTES - JULY 7, 2011 PAGE - 2 e. 2010 Angora Tank Sitework - Approved Change Order No. 3 CONSENT CALENDAR to KG Walters Construction Company, in the amount of (continued) $3,180.47; f. 2011 Grizzly Mountain Waterline Project - Approved Change Order No. 2 to Burdick Excavating Co., Inc., in the amount of $47,989.71; g. Temporary Collections Help for Customer Service - Approved contract with Substitute Personnel or Blue Ribbon for one temporary employee, in the estimated amount of $18, h. Approved Regular Board Meeting Minutes: June 2, i. Approved Regular Board Meeting Minutes:.Ju Moved Schafer 2011. ITEMS FOR D ACTION Sec • nd Jones Pas . n • nimousl • ve PAYMEN payment in the amount of $2,643,476. Water and Wastewater 0 • erations C met on July 5. Minutes of th Assistant Gene al Man update covering directiv Management Plan Worksho 1) Discuss with possibility of • timeframe; 2) Develop audit as soon 3) Develop enha water meter installa Survey with Focus Gro organization outreach, C 4) Obtain cost estimates for data for grant applications; 5) Develop plan to enable in -house installation of water meters this construction season (2011); 6) Develop a policy /procedure /incentive for homeowners who want immediate meter installation, in conjunction with Item 5 above ting are mmitt equ CL•IMS BOARD MEMBER STANDING OMMITTEE REPORTS Paul S ring the e an °�� STAFf REPORTS n Water oe R: outs /procedur sible after public ou trategy. own the er 15 o encourage water ins . on; ch pl or accelerated de Customer Satisfaction eetings, service ommerce outreach, etc.; survey to provide necessary He also reported that meetings re: the development of the TRPA dedicated planner position and work on a consistent MOU continues; and that portions of the ERB liner will be recycled and used by TRCD (Tahoe Resource Conservation District) for their use in the lake. -38- • REGULAR BOARD MEETING MINUTES — JULY 7, 2011 Sciuto also reported on sewage flows to the plant during the 4th-of -July holiday time period: July 1 - 4.94 mgd (million gallons per day) July 2 - 5.61 mgd July 3 - 6.26 mgd July 4 - 5.75 mgd July 5 - 5.19 mgd The holiday was busy since the usual average flow is 4.2 mgd. District Information Officer: Dennis Cocking reported: the stat budget is up due to income and sale taxes; the Fire Partne received the grant for $1M (the District will receive $400, of that); Congressman McClintock called for the Distri concerning legislation he is writing to limit citizen la i • gain publicly owned wastewater plants; recycled syst, ould be exempted by the Bureau of Reclamation from on in the "Waters of the U.S. "; the status of various bills fo - d by the District, ACWA, and CASA (SB 34 related to fees, •' B 392 related to 72 hour posting of agenda • • ck up mate basically dead bills. STAFF REPORTS (continued) Chief Financial Officer: Paul Hughes rep no current redevelopment pr•'ect, the Dis send property tax revenu ty to pa will continue to monitor •se• 29 (rel mandatory turnover of • partn fter a s d numb of years); financing docu ° fort eadwor oject will be presented for • - • d appr 21 b meeting. General C Ethics traini CEQA require documents to fil approval of notice : Brad r district ma took effec uests for m emption t - d AB 1234 ember; new ne Boar atlo • ponents of CEQA Lion five days from etermination. Clerk of the Board: Kath * rp r ed the Board election filing period is July 18 - Au 2:40 P.M. 3:30 P.M. PAc E -3 ADJOUNMENT TO CLOSED SESSION RECONVENED TO OPEN SESSION REGU1AR BOARD MEETING MINUTES - JULY 7, 2011 PAGE - 4 ACTION / REPORT ON ITEMS DISCUSSED DURING CLOSED SESSION No reportable Board action. Pursuant to Government Code Section 54956.9(a) /Conference with Legal Counsel- Existing Litigation re: False Claims Act Case: United States, the States of California, Delaware, Florida, Nevada, and Tennessee and th - Commonwealths of achusetts and Virginia ex ret. n Hendrix v. J -M Manufacturing mpany, Inc. and Formosa Plastics oration, U.S.A., Civil Action No. ED '6- 0055 -GW, United States Distri -urt for the Central District of Californ uant to nment Code ction 54956.9 _ Conference with Legal Counsel - Existing Litigation re: s Angeles County Superior Court No. BC459943, State of Nevada, t J -M Manufacturing, et al. 3:30 P.M. : '` d O ' NM NT Dale Rise, Board President South Tahoe Public Utility District ATTEST: Kathy Sharp, Clerk of the Board South Tahoe Public Utility District South Tahoe Public Utility District Garland Manager Richard Ft Scene Proctors .Chris Cagle Janre*R.Jones Mary LouMoe6achmr Mile Rise Eric Schafer 1275 Meadow Crest Drive • South Lake Tahoe • CA 96150-7401 Phone 530 544-6474. Fax 530 541 -0614 • www.stpud.us BOARD AGENDA ITEM 6a TO: Board of Directors FROM: Paul Hughes, Chief Financial Officer MEETING DATE: July 21, 2011 ITEM - PROJECT NAME: Borrowing for the Headworks Replacement Project REQUESTED BOARD ACTION: Approve Resolution No. 2895 -11 authorizing and directing the execution of an installment sale financing of public capital improvements with Public Property Financing Corporation of California and related documents. DISCUSSION: As you are aware, District staff has been working with Bartel Wells Associates to secure approximately $6 million to fund a portion of the Headworks replacement project. Nine banks were solicited and six submitted financing bids, with BBVA Compass offering the most attractive terms of 3.65% over twenty years. In today's market, securing a long term rate below 4% was unexpected. The total borrowing of approximately $6.5 million includes a required reserve equal to one year's debt service payment and the combined issuance costs. The annual debt service payment of the loan is $462,179. The budget assumed a loan term of 25 years and an annual debt service payment of $447,396. Although the staff recommended borrowing creates an annual payment slightly higher than anticipated in the budget, the long -term savings of the shorter loan term is $1,938,820. Resolution No. 2895 -11 authorizes execution of the installment sale agreement, an escrow agreement, and an agreement with Jones Hall as Bond Counsel, which has acted in this capacity for the District on several other financings. Paul Hughes July 21,2011 Page 2 SCHEDULE: Loan closing date is currently scheduled for August 3, 2011. COSTS: Twenty -year loan @ 3.65% creating annual debt service payments in the amount of $462,179. ACCOUNT NO: BUDGETED AMOUNT REMAINING: Total estimated project cost is $8.1 million. ATTACHMENTS: Resolution No. 2895 -11, Installment Sale Agreement, Escrow Agreement, Assignment Agreement and Agreement for Legal Services. CONCURRENCE WITH REQUESTED ACTION: GENERAL MANAGER: YES 4/41 NO CHIEF FINANCIAL OFFICER: YES NO -42- CATEGORY: Sewer 29072-28 JH :WHM 7/13/11 RESOLUTION NO. 2895-11 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 California, 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 Leal 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 -43- 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: NOES: ABSENT: Member Dale Rise, President, Board of Directors South Tahoe Public Utility District ATTEST: Kathy Sharp, Clerk of the Board South Tahoe Public Utility District 29072 -28 JH:WHM $[6,520,000] INSTALLMENT SALE AGREEMENT by and between PUBLIC PROPERTY FINANCING CORPORATION OF CALIFORNIA as Seller and SOUTH TAHOE PUBLIC UTILITY DISTRICT, as Purchaser © Dated as of August 1, 2011 c 7/13/2011 (Sewer System Capital Improvements Project) TABLE OF CONTENTS ARTICLE I DEFINITIONS AND EXHIBITS Section 1.01. Definitions 2 Section 1.02. Content of Written Certificates 2 Section 1.03. Exhibits 2 ARTICLE II REPRESENTATIONS, COVENANTS AND WARRANTIES Section 2.01. Representations, Covenants and Warranties of the District 3 Section 2.02. Representations, Covenants and Warranties of the Seller 3 ARTICLE III DEPOSIT OF MONEYS; ACQUISITION AND CONSTRUCTION OF THE PROJECT Section 3.01. Deposit of Moneys 5 Section 3.02. District as Agent 5 Section 3.04. Payment of Construction Costs 5 SALE OF Section 4.01. Section 4.02. Section 4.03. Section 4.04. Section 4.05. Section 4.06. Section 4.07. Section 4.08. Section 4.09. ARTICLE IV PROJECT; '1'1'1LE TO THE PROJECT; TERM OF THE INSTALLMENT SALE AGREEMENT; INSTALLMENT PAYMENTS Sale 6 Title 6 Term of Installment Sale Agreement 6 Installment Payments 6 Special Obligation of the District 6 Pledge of Net Revenues; Application of Revenues 7 Rate Covenant 8 Limitations on Future Obligations Secured by Net Revenues 9 Reserve Fund 9 ARTICLE V MAINTENANCE; TAXES; INSURANCE; AND OTHER MA ITTERS Section 5.01. Discharge Claims 10 Section 5.02. Operate Sewer System in Efficient and Economical Manner 10 Section 5.03. Against Sale 10 Section 5.04. Eminent Domain 10 Section 5.05. Insurance 11 Section 5.06. Reconstruction of System; Application of Insurance Proceeds 11 Section 5.07. Records and Accounts 12 Section 5.08. Collection of Charges 12 Section 5.09. Against Competing Utility 12 Section 5.10. Financial Reports 12 Section 5.11. Payment of Installment Payments 12 Section 5.12. Compliance with this Agreement 13 Section 5.13. Observance of Laws and Regulations 13 Section 5.14. Private Activity Bond Limitation , 13 Section 5.15. Federal Guarantee Prohibition 13 Section 5.16. Maintenance of Tax Exemption 13 Section 5.17. Rebate Requirement 13 Section 5.18. Designation Under Section 265(b)(3 13 Section 5.19. No Arbitrage 14 ARTICLE VI DISCLAIMER OF WARRANTIES; ACCESS Section 6.01. Disclaimer of Warranties 15 -i- Section 6.02. Access to the Sewer System, the Project and Records 15 ARTICLE VII ASSIGNMENT, SALE AND AMENDMENT Section 7.01. Assignment by the Seller 16 Section 7.02. Assignment, Sale and Disposition by the District 16 ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES Section 8.01. Events of Default Defined 17 Section 8.02. Remedies on Default 17 Section 8.03. No Remedy Exclusive 17 Section 8.04. Prosecution and Defense of Suits 18 Section 8.05. No Additional Waiver Implied by One Waiver 18 Section 8.06. Liability Limited to Net Revenues 18 ARTICLE IX PREPAYMENT OF INSTALLMENT PAYMENTS Section 9.01. Prepayment 19 Section 9.02. Optional Prepayment 19 Section 9.03. Extraordinary Mandatory Prepayment 19 ARTICLE X MISCELLANEOUS Section 10.01. Notices 20 Section 10.02. Binding Effect 20 Section 10.03. Severability 20 Section 10.04. Amendments, Changes and Modifications 20 © Section 10.05. Net Contract 20 Section 10.06. Further Assurances and Corrective Instruments 20 Section 10.07. Execution in Counterparts 21 Section 10.08. Applicable Law 21 Section 10.09. Seller and District Representatives 21 Section 10.11. Captions 21 EXHIBIT A: DEFINITIONS EXHIBIT B: THE SEWER SYSTEM CAPITAL IMPROVEMENTS PROJECT DESCRIPTION EXHIBIT C: SCHEDULE OF INSTALLMENT PAYMENTS 0 INSTALLMENT SALE AGREEMENT THIS INSTALLMENT SALE AGREEMENT, dated as of August 1, 2011, by and between PUBLIC PROPERTY FINANCING CORPORATION OF CALIFORNIA, a nonprofit public benefit corporation, Seller (the "Seller ") and the SOUTH TAHOE PUBLIC UTILITY DISTRICT, a public utility district duly organized and existing under the Constitution and laws of the State of California, including particularly Division 7 of the Public Utilities Code of the State of California, as purchaser (the "District "); WITNESSETH: WHEREAS, the District has identified Sewer System capital improvements that need to be made to the Sewer System operated by the District, consisting of the construction of new headworks at the District's wastewater treatment plant (which project is more fully described on Exhibit B hereto and being hereinafter referred to as the "Project"); WHEREAS, the Net Revenues (as herein defined) to be derived by the District from the operation of the District's sewer system (the "Sewer System "), have been pledged to the payment of the District's obligations under Existing Parity Obligations (as such term is defined herein) and the District desires to enter into this Installment Sale Agreement which will be payable from Net Revenues in the manner for which provision is hereinafter made in order to provide financing for the Project, and in order that the pledge created hereby is on parity with the Existing Parity Obligations; and WHEREAS, the District wishes to finance the costs of the Project through the execution and delivery of this Installment Sale Agreement. NOW, THEREFORE, in consideration of the above premises and of the mutual covenants hereinafter contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: c 0 0 ARTICLE I DEFINITIONS AND EXHIBITS Section 1.01. Definitions. Unless the context otherwise requires, the terms defined in Exhibit A attached hereto shall, for all purposes of this Installment Sale Agreement, have the meanings specified therein. Section 1.02. Content of Written Certificates. Every certificate provided for in this Installment Sale Agreement with respect to compliance with any provision hereof shall include (a) a statement that the person making or giving such certificate or opinion has read such provision and the definitions herein relating thereto; (b) a brief statement as to the nature and scope of the examination or investigation upon which the certificate is based; (c) a statement that, in the opinion of such person, he has made or caused to be made such examination or investigation as is necessary to enable him to express an informed opinion with respect to the subject matter referred to in the instrument to which his signature is affixed; (d) a statement of the assumptions, if any, upon which such certificate is based, and that such assumptions are reasonable; and (e) a statement as to whether, in the opinion of such person, such provision has been complied with. Any such certificate made or given by a District Representative may be based, insofar as it relates to legal or accounting matters, upon a certificate or opinion of or representation by counsel or an accountant, unless such District Representative knows, or in the exercise of reasonable care should have known, that the certificate, opinion or representation with respect to the matters upon which such certificate or statement may be based, as aforesaid, is erroneous. Any such certificate or opinion made or given by counsel or an accountant may be based, insofar as it relates to factual matters (with respect to which information is in the possession of the District), upon a certificate or opinion of or representation by a District Representative, unless such counsel or accountant knows, or in the exercise of reasonable care should have known, that the certificate or opinion or representation with respect to the matters upon which such person's certificate or opinion or representation may be based, as aforesaid, is erroneous. The same District Representative, or the same counsel or accountant, as the case may be, need not certify to all of the matters required to be certified under any provision of this Installment Sale Agreement, but different officers, counsel or accountants may certify to different matters, respectively. Section 1.03. Exhibits. The following Exhibits are attached to, and by this reference are made a part of, this Installment Sale Agreement: Exhibit A: Definitions. Exhibit B: Sewer System Capital Improvements - Project Description. Exhibit C: Schedule of Installment Payments (showing the Installment Payment Dates, Installment Payment Amounts, Principal and Interest Components, and the Principal Balance Outstanding as of each Installment Payment Date). -2- ARTICLE II REPRESENTATIONS, COVENANTS AND WARRANTIES Section 2.01. Representations, Covenants and Warranties of the District. The District represents, covenants and warrants to the Seller as follows: (a) The District is a public utility district, duly organized and existing under the Constitution and laws of the State, including particularly Division 7 of the Public Utilities Code of the State of California, and is empowered, among other things, to own, maintain and operate systems for the providing for the collection, treatment and disposal of wastewater. (b) The laws of the State authorize the District to enter into this Installment Sale Agreement, and to enter into the transactions contemplated by and to carry out its obligations under each of the aforesaid agreements. (c) Neither the execution and delivery of this Installment Sale Agreement, nor the fulfillment of or compliance with the terms and conditions hereof or thereof, nor the consummation of the transactions contemplated hereby or thereby, conflicts with or results in a material breach of the terms, conditions or provisions of any restriction or any agreement or instrument to which the District is now a party or by which the District is bound or constitutes a default under any of the foregoing. (e) To the knowledge of the District, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body pending or threatened against or affecting the District or affecting the corporate existence of the District or the titles of its officers to their respective offices or seeking to prohibit, restrain or enjoin the entering into of this Installment Sale Agreement or in any way contesting or affecting the transactions contemplated hereby or the validity or enforceability of this Installment Sale Agreement or contesting the powers of the District or any authority for the execution and delivery of this Installment Sale Agreement. (f) The Installment Sale Agreement is a valid and binding obligation of the District enforceable in accordance with its terms. (g) The pledge in Section 4.06 of this Installment Sale Agreement constitutes a lien on and a pledge of all Net Revenues, and there are no other liens on the Net Revenues as of the date of this Installment Sale Agreement, other than the Existing Parity Obligations. (h) There exists no event of default under the Existing Parity Obligations. (i) The District has duly authorized and executed this Installment Sale Agreement in accordance with the laws of the State. Section 2.02. Representations, Covenants and Warranties of the Seller. The Seller represents, covenants and warrants to the District as follows: (a) The Seller is a nonprofit public benefit corporation, duly organized, existing and in good standing under and by virtue of the laws of the State of California; has power to enter into this Installment Sale Agreement is possessed of full power to own and hold real and personal property, and to sell the same; and has duly authorized the execution and delivery of all of the aforesaid agreements. (b) Neither the execution and delivery of this Installment Sale Agreement nor the fulfilment of or compliance with the terms and conditions hereof or thereof, nor the consummation of the transactions contemplated hereby or thereby, conflicts with or results in a -3- c 0 0 material breach of the terms, conditions or provisions of any restriction or any agreement, instrument, regulation or law to which the Seller is now a party or by which the Seller is bound, or constitutes a default under any of the foregoing. -4- ARTICLE III DEPOSIT OF MONEYS; PAYMENT OF CONSTRUCTION COSTS Section 3.01. Deposit of Moneys. On the Closing Date, the District and the Seller shall cause the Bank to deposit into the funds and accounts created under the Escrow Agreement the amounts specified in the Escrow Agreement. Section 3.02. District as Agent. The Seller hereby appoints the District as its agent to administer the acquisition, construction, rehabilitation, equipping and improvement of the Project. Section 3.03. Construction Fund. The District and the Bank have established the Construction Fund under the Escrow Agreement for the payment of constructing the Project. Section 3.04. Payment of Construction Costs. Payment of the Construction Costs shall be made from the moneys deposited in the Construction Fund, which moneys shall be disbursed for such purposes in accordance and upon compliance in accordance with the terms of the Escrow Agreement. The District hereby covenants to pay necessary Construction Costs in excess of amounts available in the Construction Fund from any legally available source of funds. 0 ARTICLE IV SALE OF PROJECT; TITLE TO THE PROJECT; TERM OF THE INSTALLMENT SALE AGREEMENT; INSTALLMENT PAYMENTS Section 4.01. Sale. The Seller hereby sells, bargains and conveys the Project to the District, and the District hereby purchases the Project from the Seller upon the terms and conditions set forth in this Installment Sale Agreement. Section 4.02. Title. Title to the Project shall be vested in the District on the Closing Date. The Seller shall take all actions necessary to vest in the District all of the Seller's rights in and title to the Project. Such title shall be held by the District in trust, dedicated and set apart to the uses set forth in Division 7 of the Public Utilities Code. Section 4.03. Term of Installment Sale Agreement. The Term of this Installment Sale Agreement shall commence as of the Closing Date hereof and shall end on August 1, 2031 (provided the District has paid all Installment Payments and other amounts due hereunder through such date), unless such term is extended or sooner terminated as hereinafter provided. Section 4.04. Installment Payments. (a) Obligation to Pay. The District agrees to pay to the Seller, its successors and assigns, as the purchase price of the Project, the Installment Payments, consisting of components of principal and interest, on the Installment Payment Dates and in the amounts specified in Exhibit C hereto, except the interest components of such amounts may be reduced upon application of amounts paid to Seller from the Construction Fund of amounts not needed for Construction Costs. The Installment Payments shall be payable solely from Net Revenues as hereinafter provided. The District further agrees to pay the- Installment Payments; provided that this sentence shall not be construed to limit in any way the District's right of optional prepayment under Section 9.02 hereof. (b) Reduction Upon Partial Prepayment. In the event the District prepays less than all of the remaining principal components of the Installment Payments pursuant to Sections 9.02 or 9.03 hereof, the amount of such prepayment shall be applied to the outstanding principal component of the Installment Payments, in inverse order of maturity. Upon receipt of any such partial prepayment, the Seller shall prepare and send to the District by registered mail an acknowledgment of receipt of such prepayment and a summary of the application thereof against the remaining Installment Payments to be made hereunder, a copy of which summary shall be attached to the Schedule of Installment Payments by Seller. Absent manifest error, the application of such partial prepayment against the remaining Installment Payments as computed by the Seller and set forth in the summary shall be conclusive and binding. (c) Rate on Overdue Payments. In the event the District should fail to make any of the payments required in this Section 4.04 on or before the due date therefor, the Installment Payment in default shall continue as an obligation of the District until the amount in default shall have been fully paid and the District agrees to pay the same with interest thereon, to the extent permitted by law, from the date thereof at the rate of interest used in computing the Installment Payments. Section 4.05. Special Obligation of the District. The District's obligation to pay the Installment Payments shall be a special obligation limited solely to Net Revenues. Under no circumstances shall the District be required to advance any moneys derived from any source of income other than the Net Revenues and other sources, if any, specifically identified herein for the payment of the Installment Payments, nor shall any other funds or property of the District be liable for the payment of the Installment Payments. -6- The obligations of the District to make the Installment Payments from Net Revenues and to perform and observe the other agreements contained herein shall be absolute and unconditional in all events and shall not be subject to any defense or any right of set -off, counterclaim or recoupment arising out of any breach by the District or the Seller of any obligation to the District or otherwise with respect to the Project or the Sewer System, whether hereunder or otherwise, or out of any indebtedness or other liability at any time owing to the District by the Seller. Until such time as all of the Installment Payments shall have been fully fpaid or prepaid, the District (a) will not suspend, abate, or discontinue any payments provided or in Section 4.04 hereof, (b) will perform and observe all other agreements contained in this Installment Sale Agreement, and (c) will not terminate the Term of this Installment Sale Agreement for any cause, including, without limiting the generality of the foregoing, the occurrence of any acts or circumstances that may constitute failure of consideration, eviction or constructive eviction, destruction of or damage to the Project or the Sewer System, the taking by eminent domain of title to or temporary use of any or all of the Project or the Sewer System, commercial frustration of purpose, any change in the tax or other laws of the United States of America or of the State or any political subdivision of either thereof or any failure of the Seller to perform and observe any agreement, whether express or implied, or any duty, liability or obligation arising out of or connected with this Installment Sale Agreement. Nothing contained in this Section 4.05 shall be construed to release the Seller from the performance of any of the agreements on its part herein contained, and in the event the Seller shall fail to perform any such agreements on its part, the District may institute such action against the Seller as the District may deem necessary to compel performance so long as such action does not abrogate the obligations of the District contained in the first sentence of the preceding paragraph. The District may, however, at the District's own cost and expense and in the District's own name or in the name of the Seller prosecute or defend any action or proceeding or take any other action involving third persons which the District deems reasonably necessary in order to secure or protect the District's right of possession, occupancy and use hereunder, and in such event the Seller hereby agrees to cooperate fully with the District and to take such action necessary to effect the substitution of the District for the Seller in such action or proceeding if the District shall so request. Section 4.06. Pledge of Net Revenues; Application of Revenues. (a) Pledge of Net Revenues. All of the Net Revenues are hereby irrevocably pledged to the punctual payment of the Installment Payments and the interest and principal on or represented by Parity Debt outstanding under the documents pursuant to which such Parity Debt was delivered or issued, and the Net Revenues shall not be used for any other purpose while any of the Installment Payments remain unpaid, except that out of the Net Revenues there may be apportioned such sums, for such purposes, as are expressly permitted by this Section 4.06. This pledge shall constitute a first and prior lien on all of the Net Revenues for the payment of the Installment Payments and Parity Debt in accordance with the terms hereof and thereof, provided, that the Existing Parity Obligations also shall be equally and ratably secured by said pledge and lien without priority of any of the Installment Payments, any Parity Debt, the Existing Parity Obligations over any of the others. This Installment Sale Agreement and the Installment Payments have been designated and qualify as Parity Debt under the Existing Parity Obligations. (b) Receipt and Deposit of Revenues. In order to carry out and effectuate the pledge contained in subsection (a) of this Section 4.06, the District agrees and covenants that all Gross Revenues shall be received by the District in trust and shall be deposited when and as received in a special fund (the "Sewer Fund ") that the District agrees and covenants to maintain so long as any Installment Payments remain unpaid. All moneys in the Sewer Fund shall be so held in trust and applied and used solely as provided herein. All such Gross Revenues shall be disbursed, allocated and applied solely to the uses and purposes hereinafter set forth in this Section 4.06, and shall be accounted for separately and apart from all other money, funds, accounts or other resources of the District. -7- 0 (c) Use and Withdrawal of Revenues. All Gross Revenues in the Sewer Fund shall be set aside or expended by the District in the following order of priority, each such use to be fully paid or provided for prior to the application to the next item in the below list: (1) Operation and Maintenance Costs. Operation and Maintenance Costs shall be paid from time to time as they arise. (2) Debt Service. The Installment Payments and all other Debt Service and payments relating to Parity Debt shall be paid or provided for in accordance with the terms of this Installment Sale Agreement and such Parity Debt, without preference or priority, and in the event of any insufficiency of such moneys, ratably based on the respective principal amounts (including any accreted value) without any discrimination or preference. Following the payment or provision for payment of amounts referenced in (1) and (2) above: (3) Reserve Accounts. To make payments required to replenish the Reserve Fund and reserve accounts established for Parity Debt in accordance with the terms of such Parity Debt, without preference or priority, and in the event of any insufficiency of such moneys, ratably based on the respective principal amounts (including any accreted value) without any discrimination or preference. (4) Debt Repayment (Subordinate Debt). To the payment of installment payments and payments relating to principal and interest on or with respect to Subordinate Debt in accordance with the terms of such Subordinate Debt, without preference or priority, and in the event of any insufficiency of such moneys, ratably based on the respective principal amounts (including any accreted value) without any discrimination or preference. (5) Reserve Accounts (Subordinate Debt). To make payments required with respect to Subordinate Debt to replenish reserve accounts established therefor in accordance with the terms of such Subordinate Debt, without preference or priority, and in the event of any insufficiency of such moneys, ratably based on the respective principal amounts (including any accreted value) without any discrimination or preference. (6) General District Purposes. For any lawful purpose of the District, including, but not limited to, any costs of capital improvements to the Sewer System. Section 4.07. Rate Covenant. The District shall fix, prescribe, revise and collect rates, fees and charges for the services and facilities furnished by the Sewer System during each Fiscal Year, which are at least sufficient, when added to property taxes estimated to be received by the District during such Fiscal Year, after making allowances for contingencies and error in the estimates, to yield Gross Revenues sufficient to pay the following amounts in the following order of priority: (a) All Operation and Maintenance Costs estimated by the District to become due and payable in such Fiscal Year; (b) All Installment Payments and all payments of principal of and interest on Existing Parity Obligations and any Parity Debt as they become due and payable during such Fiscal Year, without preference or priority; -8- (c) All amounts, if any, required to restore the balance in the Reserve Fund to the full amount of the Reserve Requirement; and (d) All payments, including but not limited to payments, required to meet any other obligations of the District which are charges, liens, encumbrances upon, or which are otherwise payable from, the Gross Revenues or the Net Revenues during such-Fiscal Year. In addition, the District shall fix, prescribe, revise and collect rates, fees and charges for the services and facilities furnished by the Sewer System during each Fiscal Year which are sufficient to yield Net Revenues which are at least equal to 120% of the amount described in the preceding clause (b) for such Fiscal Year. Section 4.08. Limitations on Future Obligations Secured by Net Revenues. (a) No Obligations Superior to Installment Payments. In order to protect further the availability of the Net Revenues and the security for the Installment Payments and any Parity Debt, the District hereby agrees that the District shall not, so long as any Installment Payments remain unpaid and outstanding, issue, incur or allow to exist any obligations payable from Gross Revenues or Net Revenues superior to the Installment Payments, the Existing Parity Obligations or Parity Debt. (b) Parity Debt. The District may issue Parity Debt during the Term hereof, if it meets the following requirements: (i) No Event of Default has occurred and is continuing; and (ii) The Net Revenues, calculated in accordance with sound accounting principles, as shown by the books of the District for the most recent completed Fiscal Year for which audited financial statements of the District are available, or for any more recent consecutive 12 month period selected by the District, in either case verified by an Independent Accountant or a Financial Consultant or shown in the audited financial statements of the District, plus (at the option of the District) any Additional Revenues, less any transfers made to the Sewer Fund from the Rate Stabilization Fund during such 12 month period, at least equal 120% of Maximum Annual Debt Service (taking into account the Parity Debt then proposed to be issued). (c) Subordinate Debt. The District shall not be restricted by the provisions of this Installment Sale Agreement in the issuance or incurrence of any Subordinate Debt for any legal purpose of the District. Section 4.09. Reserve Fund. The District and the Bank have established a Reserve Fund for the Installment Payments in the amount of the Reserve Requirement, which shall be maintained and applied as set forth in the Escrow Agreement. t 0 ARTICLE V MAINTENANCE; TAXES; INSURANCE; AND OTHER MATTERS Section 5.01. Discharge Claims. The District covenants that in order to preserve and protect fully the priority and security of the Installment Payments, the District shall pay and discharge all lawful claims for labor, materials or supplies which, if unpaid, might become a lien or charge upon Gross Revenues of the Sewer System or any part thereof or on any funds in the hands of the District equal or superior to the lien of the Installment Payments or which might impair the security of the Installment Payments. The District shall also pay from Net Revenues, any taxes and assessments or other governmental charges lawfully levied or assessed upon or in respect of the Sewer System or upon any part thereof or upon any of the Gross Revenues therefrom, and duly observe and conform to all valid requirements of any governmental authority relative to any such properties. Notwithstanding the foregoing provisions of this Section 5.01, the District may contest any such claims, taxes, assessments, charges or requirements if done so in good faith so long as the payments by the District of any Debt Service is not impaired. Section 5.02. Operate Sewer System in Efficient and Economical Manner. The District covenants and agrees to operate or cause to be operated the Sewer System in an efficient and economical manner and to operate, maintain and preserve, or cause to be operated, maintained and preserved, the Sewer System in good repair and working order and will pay all Operation and Maintenance Costs as they become due and payable. Section 5.03. Against Sale. The District covenants that neither the Sewer System as a whole or substantially as a whole nor any property that is a part thereof which is essential to its proper operation or to the maintenance of the Gross Revenues shall be mortgaged or otherwise encumbered, sold, leased, pledged, any charge placed thereon, or disposed of unless such sale or other disposition be so arranged as to provide for the payment and discharge of the Installment Payments in their entirety. The Gross Revenues shall not be mortgaged, encumbered, sold, leased, pledged, any charge placed thereon, or disposed of or used except as authorized by the terms of this Installment Sale Agreement. The District further covenants that it will not enter into any agreement or transaction, including one selling or otherwise disposing of nonessential property included as part of the Sewer System, which impairs the operation of the Sewer System or any part of the Sewer System necessary to secure adequate Net Revenues to pay the Installment Payments, the Existing Parity Obligations and all Parity Debt, or which otherwise would materially impair the rights of the District with respect to the Net Revenues or the operation of the Sewer System. Section 5.04. Eminent Domain. If all or any part of the Sewer System shall be taken by eminent domain proceedings or conveyance in lieu thereof, the net proceeds realized by the District therefrom shall be deposited in a special separate segregated fund, held in trust by the District, and be applied and disbursed by the District subject to the following conditions: (a) If such funds are sufficient to provide for the payment of the entire principal component of the Installment Payments and any Parity Debt due or to become due, together with all of the interest due or to become due thereon and prepayment premium thereon, so as to enable the District to prepay and retire all of the Installment Payments in accordance with Section 9.03 hereof, the District shall apply such moneys to such prepayment and to the payment of such interest. Pending the application of such proceeds for such purpose, such moneys may be invested by the District in Permitted Investments. The balance of such moneys, if any, may be retained by the District and used for any lawful purpose. (b) If the District desires not to apply such proceeds to prepay and retire the Installment Payments, or if such proceeds are insufficient to provide the moneys required for the purpose set forth in subsection (a) of this Section 5.04, the District may send to the Bank by registered mail a written notice of the District advising the Bank of the District's intent to apply such proceeds for one of the following purposes: (i) If such written notice sets forth the District's intent that the proceeds be applied to the cost of additions, betterments, extensions or improvements to the Sewer System, the District shall also send to the Bank a certificate of a Qualified Engineer showing the loss in annual Gross Revenues, if any, suffered, or to be suffered, by the District by reason of such eminent domain proceedings, together with a general description of the additions, betterments, extensions or improvements to the Sewer System then proposed to be acquired or constructed by the District from such proceeds. If, in the opinion of the District (evidenced by a written certificate of a District Representative), which shall be final, the additional Gross Revenues to be derived from such additions, betterments, extensions or improvements will sufficiently offset the loss of Gross Revenues resulting from such eminent domain proceedings so that the ability of the District to meet its obligations hereunder will not be substantially impaired, such proceeds shall be applied as set forth in the request. The District, in reaching such determination, may rely upon the certificate of a Qualified Engineer. The District shall hold such proceeds in trust and apply them to the acquisition or construction of the additions, betterments, extensions or improvements substantially in accordance with such Qualified Engineer's certificate. Any balance of such proceeds not required by the District for the purposes aforesaid shall be deposited into a separate segregated fund for Operation and Maintenance Costs. (ii) If such written notice sets forth the District's intent that such proceeds be transferred into a separate segregated fund for Operation and Maintenance Costs upon the ground that such eminent domain proceedings have had no effect, or at the most a relatively immaterial effect, upon the security of the Installment Payments and Parity Debt, the District shall also send to the Bank a certificate of a Qualified Engineer stating that such eminent /domain proceedings have not substantially impaired or affected the operation of the Sewer System or the ability of the District to meet all of its obligations hereunder with respect to the payment of the Installment Payments and Parity Debt. Upon receipt of such written notice' and such Qualified Engineer's certificate, such proceeds shall be deposited into a separate segregated fund for the Operation and Maintenance Costs. (c) If such proceeds are not applied to the prepayment and retirement of the Installment Payments and Parity Debt in accordance with subsection (a) of this Section 5.04, and the District does not send to the Bank a notice pursuant to subsection (b) of this Section 5.04 within thirty (30) days of its receipt of such proceeds, then the District shall promptly pay such proceeds to the Bank for application as provided for in Section 9.03(a) hereof. Section 5.05. Insurance. Subject to the condition that insurance is obtainable at reasonable rates and upon reasonable terms and conditions, the District will procure and maintain or cause to be procured and maintained, at all times while the Installment Payments shall be outstanding, insurance on the Sewer System and public liability insurance in such amounts and against such risks as are usually insurable in connection with similar Sewer Systems and are usually carried by municipalities operating similar Sewer Systems. Such insurance shall be adequate in amount and as to the risks insured against, shall be maintained with responsible insurers, shall name the Seller as an additional loss payee and shall not terminate or expire prior to thirty (30) days after the Seller has been notified of such termination or expiration. Section 5.06. Reconstruction of System; Application of Insurance Proceeds. If any useful portion of the Sewer System shall be damaged or destroyed, the District shall, as expeditiously as possible, continuously and diligently pursue or cause to be ursued the reconstruction or replacement thereof, unless the District shall file with the Seller a written certificate of a Qualified Engineer to the effect that such reconstruction or replacement is not in 0 0 the interests of the District and the Seller. The proceeds of any insurance paid on account of such damage or destruction, other than business interruption loss insurance or public liability insurance, shall be deposited by the District in a special account, held in trust by the District, and made available for, and to the extent necessary applied to, the cost of such reconstruction or replacement, if any. Pending such application, such proceeds may be invested by the District in Permitted Investments which mature not later than such times as shall be necessary to provide moneys when needed to pay such cost of reconstruction or replacement. Any balance of such proceeds of insurance not required by the District for the purposes aforesaid shall be deposited into a separate segregated fund for Operation and Maintenance Costs. Section 5.07. Records and Accounts. The District covenants that it shall keep proper books of record and accounts of the Sewer System, separate from all other records and accounts, in which complete and correct entries shall be made of all transactions relating to the Sewer System, the Gross Revenues and the Net Revenues. Said books shall at all reasonable times be subject to the inspection of the Seller. Section 5.08. Collection of Charges. The District covenants that, except to the extent that the District is required under agreements and /or contracts existing on the effective date of this Installment Sale Agreement, no wastewater treatment and disposal or other service from the Sewer System may be furnished or rendered to the United States of America, the State, or any private corporation or person free of charge, or for consideration lower than that charged other persons for similar service, if in the reasonable determination of the District the provision of such free or discounted service would materially impair the District's ability to make Installment Payments and all Debt Service on Parity Debt. The District covenants that it shall maintain and enforce valid regulations for the payment of bills for wastewater treatment and disposal service. Section 5.09. Against Competing Utility. The District will not acquire, construct, operate or maintain, and will not, within the scope of its lawful powers, permit any other private or public corporation, political subdivision, district or agency, or any person whomsoever to acquire, construct, operate or maintain any sewer system or sewer utility in an area presently served by the Sewer System. Section 5.10. Financial Reports. Promptly upon receipt by the District and in no event later than one hundred eighty (180) days after the close of each Fiscal Year of the District (unless otherwise agreed in writing by the Seller), the District will furnish, or cause to be furnished, to the Bank detailed certified reports of audit, based on an examination sufficiently complete, prepared by an independent certified public accountant, covering the operations of the Sewer System for said Fiscal Year. Such audit report shall include statements of the status of each account pertaining to the Sewer System, showing the amount and source of all deposits therein, the amount and purpose of the withdrawals therefrom and the balance therein at the beginning and end of said Fiscal Year. Each such audit, in addition to whatever matters may be considered proper by the accountant to be included therein, shall include a statement as to whether or not the Net Revenues for such Fiscal Year were equal to at least 1.20 times the Debt Service under this Installment Sale Agreement, Existing Parity Obligations and Parity Debt for such Fiscal Year, calculated as provided in Section 4.07 hereof. In addition, the District shall deliver to the Bank, not later than September 1 of each year, commencing September 1, 2012, a copy of the District's adopted budget for the then current Fiscal Year. Section 5.11. Payment of Installment Payments. The District shall duly and punctually pay or cause to be paid the Installment Payments and the other amounts due hereunder, on the dates, at the places and in the manner provided in this Installment Sale Agreement according to the true intent and meaning hereof and shall not directly or indirectly extend or assent to the extension of the Installment Payment Dates for any Installment Payments without the written consent of the Seller. -12- Section 5.12. Compliance with this Agreement. The District will faithfully observe and perform or cause to be faithfully observed and performed all the covenants, conditions and requirements of this Installment Sale Agreement, and will not suffer or permit any default to occur hereunder. The District will not do or permit anything to be done, or omit or refrain from doing anything, in any case where any such act done or permitted to be done, or any such omission of or refraining from action, would constitute an Event of Default hereunder. Upon request by the Seller, District shall provide a Written Certificate of the District to the effect that it is in compliance with all covenants, conditions and requirements of this Installment Sale Agreement, other than those expressly waived by Seller. Section 5.13. Observance of Laws and Regulations. The District will well and truly keep, observe and perform or cause to be kept, observed and performed all valid and lawful obligations or regulations now or hereafter imposed on it by contract, or prescribed by any law of the United States, or of the State, or by any officer, board or commission having jurisdiction or control, as a condition of the continued enjoyment of any and every right, privilege or franchise now owned or hereafter acquired and enjoyed by the District, including the District's right to exist and carry on business as a public utility district, to the end that such rights, fprivileges and franchises shall be maintained and preserved, and shall not become abandoned, orfeited or in any manner impaired. Section 5.14. Private Activity Bond Limitation. The District shall assure that monies deposited in the Construction Fund are not so used as to cause this Installment Sale Agreement to satisfy the private business tests of section 141(b) of the Code or the private loan financing test of section 141(d) of the Code. Section 5.15. Federal Guarantee Prohibition. The District shall not take any action or permit or suffer any action to be taken if the result of the same would be to cause this Installment Sale Agreement to be "federally guaranteed" within the meaning of section 149(b) of the Code. Section 5.16. Maintenance of Tax Exemption. The District shall take all legally available actions necessary to assure the exclusion of the interest component of the Installment Payments from the gross income of the Seller to the same extent as such interest is permitted to be excluded from gross income under the Code as in effect on the Closing Date. If, for any reason, the interest component of the Installment Payments becomes includable in the gross income of the Seller for federal income tax purposes under the Code, the District, at the option of the Seller, shall pay to the Seller within thirty days of such determination, the amount which, with respect to Installment Payments previously paid and taking into account all penalties, fines, yp g p interest and additions to tax (including all federal, state and Local taxes imposed on the interest component of the Installment Payments due through the date of such determination) that are imposed on the Seller as a result of the loss of the exclusion, will restore the Seller the same after -tax yield on the transaction evidenced by this Installment Sale Agreement (assuming tax at the actual marginal corporate rate) that it would have realized had the tax exemption not been lost. Furthermore, the District agrees that upon the occurrence of such an event, it shall pay additional amounts to the Seller on each succeeding Installment Payment Date such amount as will maintain such after -tax yield to the Seller. Notwithstanding any such recalculation of the Installment Payments, the District shall at all times have the option to prepay all or part of the Installment Payments in accordance with Section 9.02 hereof. Section 5.17. Rebate Requirement. The District shall take any and all actions necessary to assure compliance with Section 148(0 of the Code, relating to the rebate of excess investment earnings, if any, to the federal government, to the extent that such section is applicable to this Installment Sale Agreement. Section 5.18. Designation Under Section 265(b)(3). The District hereby designates this Installment Sale Agreement as a "qualified tax - exempt obligation" within the meaning of section 265(b)(3) of the Code. The District represents, covenants and warrants that it has not and -13- c 0 0 will not issue tax - exempt obligations (including this Installment Sale Agreement) in the aggregate face amount of more than Ten Million Dollars ($10,000,000.00) during the 2011 calendar year. Section 5.19. No Arbitrage. The District shall not take any action with respect to the proceeds of this Installment Sale Agreement which, if such action had been reasonably expected to have been taken, or had been deliberately and intentionally taken, on the date of this Installment Sale Agreement was entered into would have caused this Installment Sale Agreement to be an 'arbitrage bond" within the meaning of Section 148 of the Code. -14- ARTICLE VI DISCLAIMER OF WARRANTIES; ACCESS Section 6.01. Disclaimer of Warranties. THE SELLER MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO THE VALUE, DESIGN, CONDITION, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR FITNESS FOR THE USE CONTEMPLATED BY THE DISTRICT FOR THE PROJECT, THE SYSTEM OR ANY ITEM THEREOF, OR ANY OTHER REPRESENTATION OR WARRANTY WITH RESPECT TO THE PROJECT, THE SYSTEM OR ANY ITEM THEREOF. IN NO EVENT SHALL THE SELLER BE LIABLE FOR INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THIS INSTALLMENT SALE AGREEMENT FOR THE EXISTENCE, FURNISHING, FUNCTIONING OR DISTRICT'S USE OF THE PROJECT OR THE SEWER SYSTEM. Section 6.02. Access to the Sewer System, the Project and Records. To the extent permitted by law, the District agrees that the Seller, any Seller Representative, and the Bank shall have the right at all reasonable times to enter upon and to examine and inspect the Sewer System and the Project. The District further agrees that the Seller, any Seller Representative, and the Seller's successors or assigns shall have such rights of access to the Sewer System and the Project as may be reasonably necessary to cause the proper maintenance of the Sewer System and the Project in the event of failure by the District to perform its obligations hereunder. In addition, the District agrees that the Seller, any Seller Representative, and the Seller's successors or assigns shall have the right at all reasonable times to inspect and examine all books, papers and records of the District pertaining to the Sewer System and the Project, to make copies thereof and to take non - privileged memoranda therefrom or with respect thereto as may be desired. 0 0 ARTICLE VII ASSIGNMENT, SALE AND AMENDMENT Section 7.01. Assignment by the Seller. The rights and interest of the Seller in this Installment Sale Agreement and the Installment Payments have been assigned by the Seller to the Bank pursuant to the Assignment Agreement. Reference to Seller herein shall include, to the extent provided for in the Assignment Agreement, the Bank. Section 7.02. Assignment, Sale and Disposition by the District. This Installment Sale Agreement may not be assigned by the District, and the Sewer System may not be sold by the District during the Term of this Installment Sale Agreement except as expressly provided herein. Section 7.03. Amendment of Installment Sale Agreement. THE DISTRICT SHALL NOT ALTER, MODIFY OR CANCEL OR AGREE OR CONSENT TO ALTER, MODIFY OR CANCEL THIS INSTALLMENT SALE AGREEMENT, INCLUDING THE PLEDGE AND GRANT OF SECURITY INTEREST IN THE NET REVENUES AND THE SEWER FUND WITHOUT THE PRIOR WRITTEN CONSENT OF THE BANK. -16- ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES Section 8.01. Events of Default Defined. The following shall be "events of default" under this Installment Sale Agreement and the terms "events of default" and "default" shall mean, whenever they are used in this Installment Sale Agreement, any one or more of the following events: (a) Failure by the District to pay any Installment Payment by the Installment Payment Date or failure to make any other payment required to be paid hereunder at the time specified herein; or (b) Failure by the District to observe and perform any covenant, condition or agreement on its part to be observed or performed in this Installment Sale Agreement, other than as referred to in clause (a) of this Section 8.01, for a period of thirty (30) days after written notice specifying such failure and requesting that it be remedied has been given to the District by the Seller; provided, however, if the failure stated in the notice cannot be corrected within the applicable period, the Seller shall not unreasonably withhold its consent to an extension of such time if corrective action is instituted by the District within the applicable period and diligently pursued until the default is corrected; or (c) The filing by the District of a petition or answer seeking arrangement or reorganization under the federal bankruptcy laws or any other applicable law of the United States of America or any state therein, or the approval by a court of competent jurisdiction of a petition filed with or without the consent of the District seeking arrangement or reorganization under the federal bankruptcy laws or any other applicable law of the United States of America or any state therein, or, under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction assumes custody or control of the District or of the whole or any substantial part of its property; (d) An event of default shall have occurred and be continuing with respect to the Existing Parity Obligations, any Parity Debt or Subordinate Debt which requires or permits the immediate acceleration of the debt service of the Existing Parity Obligations, the Parity Debt or Subordinate Debt, as the case may be; or Section 8.02. Remedies on Default. Whenever any event of default referred to in Section 8.01 hereof shall have happened and be continuing, the Seller shall have the right, at its option and without any further demand or notice, to: (a) declare all principal components of the unpaid Installment Payments, together with accrued interest thereon to be immediately due and payable, whereupon the same shall become due and payable; and (b) apply to and obtain from any court of competent jurisdiction such decree or order as may be necessary to require officials of the District to charge and collect rates for services provided by the District and the Sewer System sufficient to meet all requirements of this Installment Sale Agreement; and (c) take whatever action at law or in equity as may appear necessary or desirable to collect the Installment Payments then due or thereafter to become due during the Term of this Installment Sale Agreement, or enforce performance and observance of any obligation, agreement or covenant of the District under this Installment Sale Agreement, subject to Section 8.06 hereof. Section 8.03. No Remedy Exclusive. No remedy herein conferred upon or reserved to the Seller is intended to be exclusive and every such remedy shall be cumulative and shall be in -17- c 0 addition to every other remedy given under this Installment Sale Agreement or now or hereafter existing at law or in equity. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Seller to exercise any remedy reserved to it in this Article VIII it shall not be necessary to give any notice, other than such notice as may be required in this Article VIII or by law. Section 8.04. Prosecution and Defense of Suits. The District shall promptly, upon request of the Seller or its assignee, from time to time take or cause to be taken such action as may be necessary or proper to remedy or cure any defect in or cloud upon the title to the Sewer System whether now existing or hereafter arising and shall prosecute all such suits, actions and other proceedings as may be appropriate for such purpose. Section 8.05. No Additional Waiver Implied by One Waiver. In the event any agreement contained in this Installment Sale Agreement should be breached by either party and thereafter waived by the other party, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other breach hereunder. Section 8.06. Liability Limited to Net Revenues. Notwithstanding any provision of this Installment Sale Agreement, the District's liability to pay the Installment Payments and other amounts hereunder shall be limited solely to Net Revenues as provided in Sections 4.05 and 4.06 hereof. In the event that Net Revenues shall be insufficient at any time to pay an Installment Payment in full, the District shall not be liable to pay or prepay such Installment Payment other than from Net Revenues. ARTICLE IX PREPAYMENT OF INSTALLMENT PAYMENTS Section 9.01. Prepayment. The District shall have the right to prepay the Installment Payments, but only in the manner, at the times and in all respects in accordance with the provisions of this Article IX. Section 9.02. Optional Prepayment. (a) The principal component of the Installment Payments may be prepaid by the District on any date occurring on or after August 1, 2021, in an amount equal to the principal amount thereof, plus accrued interest to the date of prepayment, without premium. (b) Notice of prepayment shall be given by the District to the Bank at the address set forth Section 10.02 hereof, or at such other address as is furnished to the District in writing by the Bank, not less than thirty (30) nor more than forty -five (45) days prior to the prepayment date. Any notice mailed as provided in Section 10.02 hereof shall be conclusively presumed to have been duly given, whether or not the Seller receives such notice. (c) If notice of prepayment shall have been given as aforesaid, the Installment Payments or portion thereof being prepaid, shall become due and payable at the Prepayment Price and on the Installment Payment Date therein designated and if, on the Installment Payment Date, money for the payment of the Prepayment Price, or portion of the Installment Payments being prepaid, together with interest to the prepayment date, shall have been paid, then from and after the prepayment date, interest on the principal amount of the Installment Payments, or portion thereof redeemed, shall cease to accrue and become payable. (d) Upon payment of the full prepayment amount to the Bank, or provision for such Spayment satisfactory to it, the Bank shall surrender its original executed copy of this Installment ale Agreement to the District with a notation thereon signed by the Bank to the effect that all amounts payable by the District under this Installment Sale Agreement have been paid in full. Section 9.03. Extraordinary Mandatory Prepayment. (a) In the event that all or any part of the Sewer System shall be taken by eminent domain proceedings or conveyance in lieu thereof and the net proceeds are to be applied to the full or partial prepayment of the Installment Payments as required by Section 5.04(a) or Section 5.04(c) hereof, within thirty (30) days after the occurrence of such event the District shall send written notice thereof to the Bank in accordance with Section 10.02 hereof. Thereafter, the Installment Payments shall be subject to full or partial prepayment , at the principal amount to be prepaid, plus accrued interest to the date of prepayment, without premium. (b) Upon payment of the full prepayment price to the Seller pursuant to subsection (a) above, or provision for such payment satisfactory to it, the Seller shall surrender its originally executed copy of this Installment Sale Agreement to the District. • 0 ARTICLE X MISCELLANEOUS Section 10.01. Notices. All notices, certificates or other communications hereunder shall be in writing and shall be deemed to have been properly given on the earlier of (i) when delivered in person, (ii) the third Business Day following deposit in the United States Mail, with adequate postage, and sent by registered or certified mail, with return receipt requested to the appropriate party at the address set forth below, or (iii) the first Business Day following deposit with Federal Express, Express Mail or other overnight delivery service for next day delivery, addressed to the appropnate party at the address set forth below. If to the District: South Tahoe Public Utility District 1275 Meadow Crest Drive South Lake Tahoe, California 96150 Attention: Chief Financial Officer If to the Seller: Public Property Financing Corporation of California 2945 Townsgate Road, Suite 200 Westlake Village, CA 91361 Attention: Secretary /Treasurer Fax: (805) 267 -7142 If to the Bank: BBVA Compass 2850 East Camelback Road, Suite 140 Phoenix, AZ 85016 Attention: Fax: (602) 840 -1031 The Seller, the Bank and the District, by notice given hereunder, may designate different addresses to which subsequent notices, certificates or other communications will be sent. Section 10.02. Binding Effect. This Installment Sale Agreement shall inure to the benefit of and shall be binding upon the Seller and the District and their respective successors and assigns. Section 10.03. Severability. In the event any provision of this Installment Sale Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. Section 10.04. Amendments, Changes and Modifications. Subject to the provisions of Section 7.03 hereof, this Installment Sale Agreement may be amended or any of its terms modified with the written consent of the Distnct and the Seller. Section 10.05. Net Contract. This Installment Sale Agreement shall be deemed and construed to be a "net contract" and the District hereby agrees that the Installment Payments shall be an absolute net return to the Seller, free and clear of any expenses, charges or set -offs whatsoever. Section 10.06. Further Assurances and Corrective Instruments. The Seller and the District agree that they will, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such further instruments as may reasonably be required for correcting any inadequate or incorrect description of the Project hereby sold or intended so to be or for carrying out the expressed intention of this Installment Sale Agreement. -20- Section 10.07. Execution in Counterparts. This Installment Sale Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Section 10.08. Applicable Law. This Installment Sale Agreement shall be governed by and construed in accordance with the laws of the State. Section 10.09. Seller and District Representatives . Whenever under the provisions of this Installment Sale Agreement the approval of the Seller or the District is required, or the Seller or the District is required to take some action at the request of the other, such approval or such request shall be given for the Seller by a Seller Representative and for the District by a District Representative, and any party hereto shall be authorized to rely upon any such approval or request. Section 10.10. Defeasance. Notwithstanding that the Installment Sale Agreement shall not have been surrendered for payment, all obligations of the District with respect to the Installment Sale Agreement shall cease and terminate and this Installment Sale Agreement shall be discharged, if and when the Installment Payments shall be paid in any one or more of the following ways: (a) by well and truly paying or causing to be paid the principal of and interest and prepayment premium (if any) with respect to the Installment Payment Agreement as and when the same become due and payable; (b) by depositing with a national banking association, trust company or commercial bank with corporate trust powers having surplus and capital at least equal to $50,000,000 (a "Defeasance Bank "), in trust, at or before maturity, money which is fully sufficient to pay and discharge the Installment Payments, including all principal and interest and prepayment premium, (if any), at or before their respective Installment Payment Dates; (c) by depositing with a Defeasance Bank, in trust, Federal Securities in such amount as an independent certified public accountant shall determine in writing will, together with the interest to accrue thereon and without reinvestment, be fully sufficient to pay and discharge the Installment Payments, including all principal and interest and prepayment premium, (if any), at or before their respective Installment Payment Dates; or (d) by depositing with a Defeasance Bank, under an escrow deposit and trust agreement, security for the payment and discharge of the Installment Payments, including all principal and interest and prepayment premium (if any) in form and substance acceptable to the Seller, or its assign, in its sole discretion, said security to be held by a Defeasance Bank as agent for the District and to be applied by a Defeasance Bank to ay the Installment Payments, including all principal and interest and prepayment premium (if any) in full on the earliest possible date. Any funds held by a Defeasance Bank, at the time of one of the events described in paragraph (a) through (d) of this Section 10.10, which are not required for the payment to be made to the Seller or its assigns are to be paid over to the District. Section 10.11. Captions. The captions or headings in this Installment Sale Agreement are for convenience only and in no way define, limit or describe the scope or intent of any provision, Article or Section of this Installment Sale Agreement. 0 IN WITNESS WHEREOF, the Seller executed in its name by its duly authorized Sale Agreement to be executed in its name above written. ATTEST: c By: Clerk of the Board 0 has caused this Installment Sale Agreement to be officer; and the District has caused this Installment by its duly authorized officer, as of the date first -22- PUBLIC PROPERTY FINANCING CORPORATION OF CALIFORNIA, as Seller By: Secretary /Treasurer SOUTH TAHOE PUBLIC UTILITY DISTRICT as Purchaser By: President, Board of Directors EXHIBIT A DEFINITIONS "Additional Revenues" means, with respect to the issuance of any Parity Debt, any or all of the following amounts: (i) An allowance for Net Revenues from any additions or improvements to or extensions of the Sewer System to be made by the District during the 36 month period following the issuance of such Parity Debt, in an amount equal to 100% of the estimated additional average annual Net Revenues to be derived from all properties which are improved with a structure the construction of which has been completed prior to the date of issuance of such Parity Debt and to which service will be provided by such additions, improvements and extensions, all as shown by the certificate or opinion of a Financial Consultant. (ii) An allowance for Net Revenues arising from any increase in the charges made for service from the Sewer System which have been adopted prior to the incurring of such Parity Debt but which, during all or any part of the most recent completed Fiscal Year for which audited financial statements of the District are available, or for any more recent consecutive 12 month period selected by the District under Section 5.8(b) of the Installment Sale Agreement, was not in effect, in an amount equal to the total amount by which the Net Revenues would have been increased if such increase in charges had been in effect during the whole of such Fiscal Year or 12 month period, all as shown by the certificate or opinion of a Financial Consultant. "Adjusted Operation and Maintenance Costs" means, for any period, Operation and Maintenance Costs incurred during said period, less property taxes received by the District during said period which are deposited into the Sewer Fund. "Assignment Agreement" means the Assignment Agreement dated as of August 1, 2011, between Seller and the Bank which the Seller assigns its rights to receive the Installment Payments to the Bank. "Bank" means BBVA Compass, and its successors and assigns. "Business Day" means a day which is not a Saturday, Sunday or legal holiday on which banking institutions in the state in which the Seller is located are closed or are required to close or a day on which the New York Stock Exchange is closed. "Closing Date" means the date upon which there is a physical delivery of the Installment Sale Agreement to the Seller in exchange for the deposit by the Seller or the Bank of Six Million Five Hundred Twenty Thousand Dollars ($6,520,000) under the Escrow Agreement, to be deposited by the Bank in the Construction Fund and Reserve Fund created under the Escrow Agreement and applied in accordance with the terms hereof. "Code" means the Internal Revenue Code of 1986, as amended, as in effect on the Closing Date or (except as otherwise referenced in the Installment Sale Agreement) as it may be amended to apply to obligations issued on the Closing Date, together with applicable temporary and final regulations promulgated under the Code. "Construction Costs" means the costs of the acquisition, construction, rehabilitation, equipping, improvement or financing of the Project including, without limitation, engineering, design, special studies, construction management and other necessary fees, costs or expenses relating to such acquisition and construction and the costs of the acquisition, construction, rehabilitation, equipping, improvement, or financing of the additional capital improvements to the Sewer System. 0 0 "Construction Fund" means the fund by that name established pursuant to the Escrow Agreement. "CSWRCB" means the California State Water Resources Control Board. "Debt Service" means for any period in question and with respect to the Installment Payments, Existing Parity Obligations and any Parity Debt an amount equal to the sum of (a) the interest component of all Installment Payments payable during such period and all interest payable during such period on Existing Parity Obligations and any Parity Debt, and (b) the principal component of all Installment Payments payable during such period and all principal, sinking fund or redemption premium payments payable on Existing Parity Obligations and any Parity Debt during such period. "District" means the South Tahoe Public Utility District, a public utility district duly organized and existing under the Constitution and laws of the State. "District Representative" means the President of the Board of Directors, the General Manager, Chief Financial Officer or Assistant General Manager /Engineer of the District, or any other person authorized to act on behalf of the District under or with respect to the Installment Sale Agreement. "Escrow Agreement" means that certain Escrow Agreement, dated as of August 1, 2011, between the Bank and the District. "Event of Default" means an event of default under the Installment Sale Agreement, as defined in Section 8.01 thereof. "Existing Parity Obligations" means the 2004 Installment Sale Agreement, the 2007 Installment Sale Agreement, and the State Loans. "Fair Market Value" means the price at which a willing buyer would purchase the investment from a willing seller in a bona fide, arm's length transaction (determined as of the date the contract to purchase or sell the investment becomes binding) if the investment is traded on an established securities market (within the meaning of Section 1273 of the Code) and, otherwise, the term "Fair Market Value" means the acquisition price in a bona fide arm's length transaction (as referenced above) if (i) the investment is a certificate of deposit that is acquired in accordance with applicable regulations under the Code, (ii) the investment is an agreement with specifically negotiated withdrawal or reinvestment provisions and a specifically negotiated interest rate (for example, a guaranteed investment contract, a forward supply contract or other investment agreement) that is acquired in accordance with applicable regulations under the Code, (iii) the investment is a United States Treasury Security State and Local Government Series that is acquired in accordance with applicable regulations of the United States Bureau of Public Debt, (iv) the investment is the Local Agency Investment Fund of the State of California but only if at all times during which the investment is held its yield is reasonably expected to be equal to or greater than the yield on a reasonably comparable direct obligation of the United States or (v) shares in a California common law trust established pursuant to Title 1, Division 7, Chapter 5 of the California Government Code which invests exclusively in investments ermitted by Section 53635 of Title 5, Division 2, Chapter 4 of the California Government Code, as it may be amended, including but not limited to the California Asset Management Program (CAMP). "Federal Securities" means direct, noncallable obligations of the United States of America or securities fully and unconditionally guaranteed as to the timely payment of principal and interest by the United States of America, to which direct obligations, or guarantee, the full faith and credit of the United States of America has been pledged, Refcorp interest strips, CATS, TIGRS, STRPS or defeased municipal bonds rated "AAA" by S &P or "Aaa" by Moody's (or any combination thereof.) A -2 "Financial Consultant" means any consultant or firm of such consultants appointed by the District and who, or each of whom: (a) is judged by the District to have experience in matters relating to the financing of sewer system enterprises; (b) is in fact independent and not under domination of the District; (c) does not have any substantial interest, direct or indirect, with the District; and (d) is not connected with the District as an officer or employee of the District, but who may be regularly retained to make reports to the District. "Fiscal Year" means any period of 12 consecutive months established by the District as its fiscal year and shall initially mean the period commencing July 1 of one year and ending on June 30 of the following year. "Gross Revenues" means all gross charges (including surcharges, if any) received for, and all other gross income and receipts derived by the District from, the ownership and operation of the Sewer System or otherwise arising from the Sewer System, including but not limited to (a) connection charges, (b) any amounts transferred to the Sewer Fund from a Rate Stabilization Fund, and (c) investment earnings on amounts held in the Sewer Fund or in any other fund established with respect to the Sewer System. Gross Revenues does not include (i) refundable deposits made to establish credit, (ii) the proceeds of any ad valorem property taxes, and (iii) the proceeds of any special assessments or special taxes levied upon real property within any improvement district served by the District for the purpose of paying special assessment bonds or special tax obligations of the District relating to the Sewer System. "Independent Counsel" means an attorney or a firm of attorneys duly admitted to the practice of law before the highest court of the state in which he or such firm maintains an office and who is not an employee of the Seller or the District. "Installment Payment" means any payment required to be paid by the District to the Seller pursuant to Section 4.04 of the Installment Sale Agreement. "Installment Payment Date" means the 1st day of each February and August, each year, commencing February 1, 2012. "Installment Sale Agreement" means the agreement by that name, dated as of August 1, 2011, by and between the Seller and the District, and any duly authorized and executed amendment or supplement thereto. "Maximum Annual Debt Service" means as of any particular date of computation, the greatest amount required in the then current or any single future Fiscal Year to pay the Debt Service on the obligation or obligations in question. "Moody's" means Moody's Investors Service, New York, New York, or its successors. "Net Proceeds" means any insurance roceeds or condemnation award paid with respect to the Sewer System, if any, remaining after payment therefrom of all expenses incurred in the collection thereof. "Net Revenues" means, for any period, an amount equal to all of the Gross Revenues received during such period, minus the amount required to pay all Adjusted Operation and Maintenance Costs becoming payable during such period. "Operation and Maintenance Costs" means the reasonable and necessary costs and expenses paid by the District to maintain and operate the Sewer System, including but not limited to (a) costs of treating wastewater, (b) costs of electricity and other forms of energy supplied to the Sewer System, (c) the reasonable expenses of management and repair and other costs and expenses necessary to maintain and preserve the Sewer System in good repair and working order, and (d) the reasonable administrative costs of the District attributable to the A -3 operation and maintenance of the Sewer System. Operation and Maintenance Costs does not © include (i) Debt Service payable on obligations incurred by the District with respect to the Sewer System, including but not limited to the Installment Payments and any Parity Debt, (ii) depreciation, replacement and obsolescence charges or reserves therefor, and (iii) amortization of intangibles or other bookkeeping entries of a similar nature. "Parity Debt" means any bonds, notes, leases, installment sale agreements or other obligations of the District payable from and secured by a pledge of and lien upon any of the Net Revenues on a parity with the Installment Payments, entered into or issued by the District after the Closing Date under and in accordance with Section 5.8 of the Installment Sale Agreement. "Permitted Investments" means any investments in which the District may invest its funds, as listed in Section 53601 of the California Government Code, or any other applicable California statute. c "Prepayment" means any payment applied toward the prepayment of the Installment Payments, in whole or in part, pursuant to Article IX of the Installment Sale Agreement. "Proceeds," when used with reference to the Installment Sale Agreement, means the amount of Six Million Five Hundred Twenty Thousand Dollars ($6,520,000). "Project" means the project as described in Exhibit B to the Installment Sale Agreement and the acquisition, construction, rehabilitation, equipping, improvement, or financing of additional capital improvements, if any. "Qualified Engineer" means a consulting engineer of recognized skill and experience in the field of engineering matters related to the construction and maintenance of systems similar to the Sewer System who is selected by the District and who may be an employee of the District. "Rate Stabilization Fund" means any fund established and held by the District as a fund for the stabilization of rates and charges imposed by the District with respect to the Sewer System. "Reserve Fund" means the fund of that name created and held by the Bank under the Escrow Agreement. "Reserve Requirement" means the lesser of (i) 10% of the principal amount of the Installment Sale Agreement, (ii) 125% of average annual Installment Payments or (iii) the maximum amount of Installment Payments due in any calendar year while this Installment Sale Agreement is in effect. On the Closing Date, the "Reserve Requirement" is equal to $ "S &P" means Standard & Poor's Ratings Services, a division of McGraw Hill, Inc., New York, New York, or its successors. "Seller" means Public Property Finance Corporation of California, and its successors and assigns. "Seller Representative" means the President, Vice President, Treasurer or Secretary of the Seller, or any persons authorized to act on behalf of the Seller under or with respect to the Installment Sale Agreement. "Sewer Fund" means the fund or funds established and held by the District with respect to the Sewer System for the receipt and deposit of Gross Revenues. "Sewer System" means the entire system of the District for the collection, storage, treatment and disposal of wastewater within the service area of the District, including but not limited to all facilities, properties, lands, rights, entitlements and other property useful in A -4 connection therewith, together with all extensions thereof and improvements thereto at any time acquired, constructed or installed by the District. "State "means the State of California. "State Loans" means: (1) that certain State Revolving Fund Project No. C -06 -7445 -110, Agreement No. 10- 800 -110, between the District and CSWRCB, in the amount of $2,626,784; (2) that certain State Revolving Fund Project No. 06- 5606 -110, Agreement No. 10- 806 -550, between the District and CSWRCB, in the amount of $2,730,000 (or such lower amount as is actually drawn down on such State Loan); and (3) that certain State Revolving Fund Project No. C -06- 5478 -110, Agreement No. 10- 809 -550, between the District and CSWRCB, in the amount of $908,527. "Subordinate Debt" means indebtedness or other obligations (including but not limited to leases and installment sale agreements) hereafter issued or incurred and secured by a pledge of and lien on Net Revenues subordinate pledge and lien thereon securing to the Installment Payments. "Term of the Installment Sale Agreement" means the time during which the Installment Sale Agreement is in effect, as provided in Section 4.03 of the Installment Sale Agreement. "2004 Installment Sale Agreement" means that certain installment sale agreement dated as of May 1, 2004 by and between the District and Public Property Financing Corporation of California in the principal amount of Fifteen Million Dollars ($15,000,000.00). "2007 Installment Sale Agreement" means that certain installment sale agreement dated as of August 1, 2007 by and between the District and Public Property Financing Corporation of California in the principal amount of Ten Million Dollars ($10,000,000.00). "Written Certificate" of the District means a written certificate signed in the name of the District by a District Representative. Any such certificate or request may, but need not, be combined in a single instrument with any other instrument, opinion or representation, and the two or more so combined shall be read and construed as a single instrument. If and to the extent required by Section 1.02 of the Installment Sale Agreement, each such certificate shall include the statements provided for in Section 1.02 of the Installment Sale Agreement. A -5 0 c 0 EXHIBIT B SEWER SYSTEM CAPITAL IMPROVEMENTS PROJECT DESCRIPTION The Project consists of the construction of sewer system capital improvements, consisting of construction of new headworks at the District's wastewater treatment plant. The new headworks facility includes bar screening, brit removal, and more modern and accurate flow monitoring. The new facility will add reliability and will improve the treatment process, which will ultimately result in greater cost efficiency. The District's wastewater treatment plant was originally constructed in 1959. The headworks project represents the last remaining portion of the treatment plant to be replaced; all other portions of the 1959 plant have been replaced with modern facilities. The District anticipates the project will cost approximately $8 to $9 million and that it will be funded by a combination of roughly $6 million from the proceeds of the Installment Sale Agreement coupled with $2 to $3 million of the District's capital funding contribution to the cost of the Project. The total cost of the Project includes the costs for construction, engineering and planning documents. B -1 EXHIBIT C SCHEDULE OF INSTALLMENT PAYMENTS Installment Payment Date Principal Component Interest Component Total Payment Principal Balance Outstanding* • 0 29072 -28 JH:WHM 7/13/11 Escrow Agreement This Escrow Agreement( this "Agreement "), is dated as of August 1, 2011, by and among BBVA Compass (hereinafter referred to as "Bank "), and the South Tahoe Public Utility District, a public utility district and political subdivision of the state of California (hereinafter referred to as "District'). Reference is made to that certain Installment Sale Agreement dated as of August 1, 2011 between Public Property Financing Corporation of California (the "Seller ") and District (hereinafter referred to as the "Installment Sale Agreement "), covering the acquisition, construction and sale of certain capital improvements to the District's wastewater treatment plant described therein (the "Project "). It is a requirement of the Installment Sale Agreement that the proceeds of the assignment of the Seller's rights to the installment payments (the "Assignment ") payable by the District under the Installment Sale Agreement (the "Installment Payments ") be deposited into an escrow, for the purpose of roviding a mechanism for the application of such amounts to: (i) the payment for the costs of constructing the Project; (ii) the payment of Costs of Issuance (as herein defined); and (iii) the funding of the Reserve Fund in the amount of the Reserve Requirement (as defined herein). The parties agree as follows: 1. Creation of Construction Fund. (a) There is hereby created a special trust fund to be known as the "South Tahoe Public Utility District Project Construction Fund" (the "Construction Fund "), and within said Fund the "Project Construction Account" and the "Costs of Issuance Account," to be held in trust by the Bank for the purposes stated herein, for the benefit of Bank and District, to be held, disbursed and returned in accordance with the terms hereof. (b) The Bank shall invest and reinvest moneys on deposit in the Construction Fund in Qualified Investments in accordance with written instructions received from District. In the absence of written investment instructions directing the Bank, the Bank is directed to invest available funds in Qualified Investments descnbed in paragraph (iv) of the definition thereof. Interest on the Construction Fund shall become part of the Construction Fund, and gains and losses on the investment of the moneys on deposit in the Construction Fund shall be borne by the Construction Fund. For purposes of this agreement, "Qualified Investments" means: (i) Direct noncallable obligations of (including obligations issued or held in book entry form on the books of) the Department of the Treasury of the United States of America and securities fully and unconditionally guaranteed as to the timely payment of principal and interest by the United States of America ( "Federal Securities "); (ii) Bonds, debentures, notes or other evidence of indebtedness issued or guaranteed by any of the following federal agencies and provided such obligations are backed by the full faith and credit of the United States of America (stripped securities are only permitted if they have been stripped by the Agency itself): (i) certificates of beneficial ownership of the Farmers Home Administration; (ii) Federal Housing Administration debentures; (iii) participation certificates of the General Services Administration; (iv) guaranteed mortgage- backed bonds or guaranteed pass- through obligations of the Government National Mortgage Association; (v) guaranteed Title XI financings of the U.S. Maritime Administration; (vi) project notes and local authority bonds of the U.S. Department of Housing and Urban Development; (iii) Bonds, debentures, notes or other evidence of indebtedness issued or guaranteed by any of the following non -full faith and credit U.S. government agencies (stripped securities only as stripped by the Agency itself): (i) senior debt obligations of the Federal Home Loan Bank System; (ii) participation certificates (mortgage-backed securities) and senior debt obligations of the Federal Home Loan Mortgage Corporation; (iii) mortgaged- backed securities and senior debt obligations of the Federal National Mortgage Association; (iv) senior debt obligations of the Student Loan Marketing Association; (v) the interest component of obligations of the Resolution Funding Corporation which have been stripped by request to the Federal Reserve Bank of New York in book -entry form; and (vi) consolidated systemwide bonds and notes of the Farm Credit System; (iv) Money market funds registered under the Federal Investment Company Act of 1940, whose shares are registered under the Federal Securities Act of 1933, and having a rating by S &P of at least AAAm -G, AAAm or AAm and if rated by Moody's Aaa, Aal or Aa2 (such funds may include funds for which the Bank, its parent, affiliates or subsidiaries provide investment advisory or other management services); (v) Certificates of deposit (including those of the Bank and its affiliates) with a maturity of one year or less secured at all times by collateral described in (a) or (b) above, which are issued by commercial banks, savings and loan associations or mutual savings banks whose short term obligations are rated A -1+ or better by S &P and Prime -1 by Moody's, which collateral must be held by a third party and provided that the Bank must have a perfected first security interest in such collateral; (vi) Certificates of deposit, savings accounts, deposit accounts or money market deposits (including those of the Bank and its affiliates) which are fully insured by FDIC, including BIF and SAIF; (vii) Commercial paper rated, at the time of purchase, "Prime -1" by Moody's and "A -1 +" or better by S &P; (viii) Bonds or notes issued by any state or municipality which are rated by Moody's or S &P in one of the two highest rating categories assigned by such agencies; (ix) Federal funds or bankers acceptances with a maximum term of one year of any bank which has an unsecured, uninsured and unguaranteed obligation rating of "Prime -1" or "A3" or better by Moody's and "A -1 +" or better by S &P; (x) Pre - refunded municipal bonds rated "Aaa" by Moody's and "AAA" by S &P. If, however, the issue is only rated by S &P (i.e., there is no Moody's rating), then the pre - refunded bonds must have been pre - refunded with cash, direct U.S. or U.S. guaranteed obligations, or "AAA" rated pre - refunded municipals to satisfy this condition; (xi) California's Local Agency Investment Fund ( "LAIF "); and (xii) the California Asset Management Program (CAMP). (c) Unless the Construction Fund is earlier closed in accordance with the provisions of paragraph (d) below, amounts in the Project Construction Account shall be 2 0 0 0 disbursed by the Bank to pay amounts described in Section 2 hereof upon receipt of written authorization(s) from the District, as is more fully described in Section 2 hereof. If the amounts in the Project Construction Account are insufficient to pay such amounts, District shall provide any balance of the funds needed to complete the constrction of the Project. Any moneys remaining in the Project Construction Account on or after the earlier of (i) the expiration of the Construction Period and (ii) the date on which District executes a certificate that the Project is substantially complete and directing the Bank to close the Construction Fund (a "Completion Certificate ") shall be applied as provided in Section 4 hereof. (d) The Construction Fund shall be closed at the earliest of (i) the final distribution of amounts in the Construction Fund, or (ii) written notice given by Bank of the occurrence of a default under the Installment Sale Agreement, or (iii) receipt by the Bank of the Completion Certificate. (e) The Bank may act in reliance upon any writing or instrument or signature which it, in good faith, believes to be genuine and may assume the validity and accuracy of any statement or assertion contained in such a writing or instrument. The Bank shall not be liable in any manner for the sufficiency or correctness as to form, manner of execution, or validity of any instrument nor as to the identity, authority, or right of any person executing the same; and its duties hereunder shall be limited to the receipt of such moneys, instruments or other documents received by it as the Bank, and for the disposition of the same in accordance herewith. (f) Unless the Bank is guilty of negligence or willful misconduct with regard to its duties hereunder, District agrees to and does hereby release and indemnify the Bank and hold it harmless from any and all claims, liabilities, losses, actions, suits or proceedings at law or in equity, or any other expense, fees or charges of any character or nature, which it may incur or with which it may be threatened by reason of its acting as Bank under this agreement; and in connection therewith, does to the extent permitted by law and from funds legally available for such pur,pose indemnify the Bank against any and all expenses; including reasonable attorneys fees and the cost of defending any action, suit or proceeding or resisting any claim. (g) The Bank may consult with counsel of its own choice and shall have full and complete authorization and protection with the opinion of such counsel. The Bank shall otherwise not be liable for any mistakes of fact or errors of judgment, or for any acts or omissions of any kind unless caused by its willful misconduct. (h) District shall reimburse the Bank for all reasonable costs and expenses, including those of the Bank's attorneys, agents and employees incurred for extraordinary administration of the Construction Fund and the performance of the Bank's powers and duties hereunder in connection with any Event of Default under the Installment Sale Agreement, or in connection with any dispute between Bank and District concerning the Construction Fund. (i) The Bank and District acknowledge that to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the Bank and District the right to receive brokerage confirmations of security transactions as they occur, the Bank and District specifically waives receipt of such confirmations to the extent permitted by law. The Bank will furnish the Bank and District periodic cash transaction statements which include detail for all investment transactions made by the Bank hereunder. (j) The Bank agrees to accept and act upon instructions or directions pursuant to this Escrow Agreement sent by unsecured e-mail, facsimile transmission or other similar unsecured electronic methods, provided, however, that, the Bank shall have received an 3 incumbency certificate listing persons designated to give such instructions or directions and containing specimen signatures of such designated persons, which such incumbency certificate shall be amended and replaced whenever a person is to be added or deleted from the listing. If the District elects to give the Bank e-mail or facsimile instructions (or instructions by a similar electronic method) and the Bank in its discretion elects to act upon such instructions, the Bank's understanding of such instructions shall be deemed controlling. The Bank shall not be liable for any losses, costs or expenses arising directly or indirectly from the Bank's reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. The District agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Bank, including without limitation the risk of the Bank acting on unauthorized instructions, and the risk of interception and misuse by third parties. (k) No provision of the Escrow Agreement shall require the Bank to expend or risk its own funds or otherwise incur any financial liability in the performance or exercise of any of its duties hereunder. 2. Construction of the Project. (a) Construction Contracts. District will arrange for, supervise and provide for, or cause to be supervised and provided for, the construction of the Project, with moneys available in the Project Construction Account. District represents the estimated costs of the Project are within the funds estimated to be available therefore (taking into account amounts the District is planning to contribute to the cost of constructing the Project, as specified in Exhibit B to the Installment Sale Agreement), and Bank makes no warranty or representation with respect thereto. Bank shall have no liability under any of the acquisition or construction contracts. District shall obtain all necessary permits and approvals, if any, for the acquisition, construction, equipping and installation of the Project, and the operation and maintenance thereof. (b) Authorized Project Construction Account Disbursements. Disbursements from the Project Construction Account shall be made for the purpose of paying (including the reimbursement to District for advances from its own funds to accomplish the purposes hereinafter described) the cost of acquiring the Project. (c) Requisition Procedure. No disbursement from the Project Construction Account shall be made unless and until Bank has approved such requisition, which approval shall not be unreasonably withheld. Prior to disbursement from the Project Construction Account there shall be filed with the Bank a requisition for such payment in the form of Disbursement Request attached hereto as Schedule 1, stating each amount to be paid and the name of the person, firm or corporation to whom payment thereof is due. Each such requisition shall be signed by an authorized representative of District (an "Authorized Representative ") and by Bank, and shall be subject to the following: 1. Delivery to Bank of an executed Disbursement Request in the form attached hereto as Schedule 1 certifying that: (i) an obligation in the stated amount has been incurred by District, and that the same is a proper charge against the Project Construction Account for costs relating to the Project identified in the Installment Sale Agreement, and has not been paid (or has been paid by District and District requests reimbursement thereof); (ii) the Authorized Representative has no notice of any vendor's, mechanic's or other liens or rights to liens, chattel mortgages, conditional 4 0 0 sales contracts or security interest which should be satisfied or discharged before such payment is made; (iii) such requisition contains no item representing payment on account, or any retained percentages which District is, at the date of such certificate, entitled to retain (except to the extent such amounts represent a reimbursement to District); (iv) the Project is insured in accordance with the Installment Sale Agreement; (v) no Event of Default (nor any event which, with notice or laps of time or both, would become an Event of Default) has occurred and is continuing; and (vi) the representations, warranties and covenants of District set forth in the Installment Sale Agreement are true and correct as of the date hereof. 2. Delivery to Bank invoices (and proofs of payment of such invoices, if District seeks reimbursement) and any additional documentation reasonably requested by Bank. 3. Deposit to Construction Fund and Reserve Fund; Project Construction Account; Costs of Issuance Account. (a) Upon satisfaction of the conditions specified in Section 3.04 of the Installment Sale Agreement, Bank will cause the Construction Amount to be deposited in the Construction Fund. Of said amount, the Bank shall deposit $6,000,000 to the Project Construction Account, $ into the Costs of Issuance Account, and $ into the Reserve Fund. District agrees to pay any costs with respect to the Project in excess of amounts available therefor in the Project Construction Account. (b) Costs of Issuance Account. The Bank shall establish a special fund designated as the "Costs of Issuance Account ". The Bank shall disburse moneys in the Costs of Issuance Account upon receipt of a requisition signed by the District Representative for the purpose of paying or reimbursing the payment of the expenses incurred by the District in the execution and delivery of the Installment Sale Agreement, including legal and financial advisory fees and expenses, fees of the Seller, and the costs of Bank counsel ( "Costs of Issuance"). Each such requisition shall be sufficient evidence to the Bank of the facts stated therein and the Bank shall have no duty to confirm the accuracy of such facts. Each such requisition shall: (i) identify the total amount of such costs to be paid pursuant to such requisition, including all items of cost in such detail as may be available to the District; (ii) state with respect to such disbursement (1) the requisition number, (2) the amount to be disbursed for payment of such costs, and (iii) that each item of cost identified therein has been properly incurred, and is a proper charge against the Costs of Issuance Account and has not been the basis of any previous disbursement; and (3) be accompanied by an invoice, if any. The Bank may conclusively rely on requisitions submitted in accordance with this Section 3(b) as complete authorization for the disbursements made pursuant thereto. For purposes of this Agreement, the term "Costs of Issuance" means all items of expense directly or indirectly payable by or reimbursable to the District relating to the execution and delivery of the Installment Sale Agreement, including but not limited to reproduction and binding costs, initial fees and charges of the Bank (which shall include legal fees and the first annual administration fee of the Bank), Financial advisory fees, legal fees and charges, insurance fees and charges, professional consultant fees, appraisals, and charges and fees in connection with the foregoing. 5 On October 1, 2011, or on such earlier date as the District shall certify in writing to the Bank that all Costs of Issuance have been paid, the Bank shall withdraw all remaining moneys in the Costs of Issuance Account and deposit such moneys in the Project Construction Account. 4. Reserve Fund. In addition to the Construction Fund established pursuant to Section 1 hereof, the Reserve Fund is hereby created and established, and shall be maintained by the Bank, subject to the terms and conditions herein. (a) The moneys in the Reserve Fund shall be held by the Bank in trust. Except for transfers pursuant to subsection (b), below, the Reserve Requirement shall be maintained by the Bank in the Reserve Fund until the Installment Payments are paid or Eprovided for in full pursuant to the terms of the Installment Sale Agreement, or this scrow Agreement is terminated. (b) Moneys in the Reserve Fund shall be used and expended by the Bank solely for the purpose of: (1) making up deficiencies in the payment of Installment Payments as provided below; or below. (2) providing for the payment of the final Installment Payment as provided (c) If on any Installment Payment Date the amount paid by the District to the Bank shall be less than the amount required to pay the full amount of the Installment Payment due on said Installment Payment Date, the Bank shall withdraw from the Reserve Fund the amount necessary to make good the deficiency. (d) Amounts in the Reserve Fund, if any, that cause the balance therein to exceed the Reserve Requirement shall be treated by the Bank as a credit against the next occurring Installment Payment, and shall inform the District of the amount of such credit. (e) Moneys in the Reserve Fund may be applied to payment of the final Installment Payment, in which event the Bank shall apply the balance then on hand as a credit against said final Installment Payment. (f) The Bank shall invest and reinvest moneys on deposit in the Reserve Fund in Qualified Investments in accordance with written instructions received from District. In the absence of written investment instructions directing the Bank, the Bank is directed to invest available funds in Qualified Investments described in paragraph (iv) of the definition thereof. Interest on the Reserve Fund shall become part of the Reserve Fund, and gains and losses on the investment of the moneys on deposit in the Reserve Fund shall be borne by the Reserve Fund. 5. Excess Funds in the Project Construction Account. Any funds remaining in the Project Construction Account on or after the the date on which District executes a Completion Certificate, or upon a closing of the Project Construction Account as otherwise provided herein, shall be applied by the Bank as a credit against the next Installment Payment due under the Installment Sale Agreement. 6. Security Interest. The Bank and District acknowledge and agree that the Construction Fund and the Reserve Fund and all proceeds thereof are being held by Bank for disbursement or return as set forth herein. District hereby grants to Bank a first priority perfected security interest in the Construction Fund and the Reserve Fund, and all proceeds 6 0 thereof, and all investments made with any amounts in the Construction Fund and the Reserve Fund. If the Construction Fund or the Reserve Fund, or any part thereof, is converted to investments as set forth in this agreement, such investments shall be made in the name of Bank, and the Bank hereby agrees to hold such investments. 7. Miscellaneous. Capitalized terms not otherwise defined herein shall have the meanings assigned to them in the Installment Sale Agreement. This agreement may not be amended except in writing signed by all parties hereto. This agreement may be executed in one or more counterparts, each of which shall be deemed to be an original instrument and each shall have the force and effect of an original and all of which together constitute, and shall be deemed to constitute, one and the same instrument. Notices hereunder shall be made in writing and shall be deemed to have been duly given when personally delivered or when deposited in the mail, first class postage prepaid, or delivered to an express carrier, charges prepaid, or sent by facsimile with electronic confirmation, addressed to each party at its address below: If to Bank: If to District: BBVA Compass 2850 East Camelback Road, Suite 140 Phoenix, AZ 85016 Attn: Fax: (602) 840 -1031 The South Tahoe Public Utility District 1275 Meadow Crest Drive South Lake Tahoe, CA 96150 Attn: Chief Financial Officer Fax: (530) 541 -4253 C Inr Witness Whereof, the parties have executed this Escrow Agreementas of the date first above written. BBVA COMPASS THE SOUTH TAHOE PUBLIC UTILITY as Bank as District By: By: Name: Name: Title: Title: 0 7 SCHEDULE 1 to the Construction Fund and Account Control Agreement FORM OF DISBURSEMENT REQUEST Re: Installment Sale Agreement dated as of August 1, 2011, by and between Public Property Financing Corporation of California and South Tahoe Public Utility District, as District (the "Installment Sale Agreement ") (Capitalized terms not otherwise defined herein shall have the meanings assigned to them in the Installment Sale Agreement.) In accordance with the terms of the Escrow Agreement, dated as of August 1, 2011 (the "Escrow Agreement ") by and between BBVA Compass ( "Bank ") and the South Tahoe Public Utility District ( "District'), the undersigned hereby requests the Bank pay the following persons the following amounts from the Project Construction Account created under the Escrow Agreement for the following purposes: Payee's Name and Address Invoice Number Dollar Amount Purpose The undersigned hereby certifies as follows: (i) An obligation in the stated amount has been incurred by District, and the same is a proper charge against the Project Construction Account for costs relating to the Project identified in the Installment Sale Agreement, and has not been paid (or has been paid by District and District requests reimbursement thereof), and the Project relating to such obligation has been constructed or delivered, installed and accepted by District. Attached hereto is the original invoice with respect to such obligation. (ii) The undersigned, as Authorized Representative, has no notice of any vendor's, mechanic's or other liens or rights to liens, chattel mortgages, conditional sales contracts or security interest which should be satisfied or discharged before such payment is made. (iii) This requisition contains no item representing payment on account, or any retained percentages which District is, at the date hereof, entitled to retain (except to the extent such amounts represent a reimbursement to District). (iv) The Project is insured in accordance with the Installment Sale Agreement. (v) No Event of Default, and no event which with notice or lapse of time, or both, would become an Event of Default, under the Installment Sale Agreement has occurred and is continuing at the date hereof. (vi) The representations, warranties and covenants of District set forth in the Installment Sale Agreement are true and correct as of the date hereof. Schedule 1 Page 1 0 0 0 Dated: THE SOUTH TAHOE PUBLIC UTILITY DISTRICT By: Disbursement of funds from the Construction Fund in accordance with the foregoing Disbursement Request hereby is authorized BBVA COMPASS as Bank under the Escrow Agreement By: Name: Title: Schedule 1 Page 2 Authorized Representative ASSIGNMENT AGREEMENT This ASSIGNMENT AGREEMENT (this "Assignment Agreement "), dated as of August 1, 2011, is between the PUBLIC PROPERTY FINANCING CORPORATION OF CALIFORNIA, a nonprofit public benefit corporation duly organized and existing under the laws of the State of California (the "Corporation "), and BBVA COMPASS, a [national banking association organized and existing under the laws of the United States of America] (the "Bank "). BACKGROUND: 1. The South Tahoe Public Utility District (the "District ") wishes to finance capital project improvements to its wastewater treatment systeme, including specifically the construction of new headworks at the District's wastewater treatment plant (the "Project "). 2. In order to raise funds required to finance the Project, the Corporation and the District have entered into a Installment Sale Agreement dated as of August 1, 2011 (the "Installment Sale Agreement "), in the manner and on the terms set forth in the Installment Sale Agreement, which terms include, without limitation, the obligation of the District to pay Installment Payments (as defined in the Installment Sale Agreement) to the Corporation, as the purchase price of the Project under the Installment Sale Agreement. 3. Under the Installment Sale Agreement, the Corporation is required to cause to be deposited with the District certain sums of money to be credited, held and applied in accordance with the Installment Sale Agreement, for the purpose of financing the acquisition and construction of the Project, the payment of costs of issuance incurred in connection with the execution and delivery of the Installment Sale Agreement, and the funding of a reserve fund for the Installment Payments. 4. Each of the parties has authority to enter into this Assignment Agreement, and has taken all actions necessary to authorize its officers to execute it. AGREEMENT: In consideration of the material covenants contained in this Assignment Agreement, the Corporation and the Bank hereby formally covenant, agree and bind themselves as follows: SECTION 1. Defined Terms. All capitalized terms not otherwise defined herein have the respective meanings given them in the Installment Sale Agreement. SECTION 2. Assignment. The Corporation hereby transfers, assigns and sets over to the Bank all of the Corporation's rights under the Installment Sale Agreement, including but not limited to: (a) the right to receive and collect all of the Installment Payments from the District under the Installment Sale Agreement, 0 0 (b) the right to receive and collect proceeds of any insurance maintained thereunder with respect to the Project, or any eminent domain award (or proceeds of sale under threat of eminent domain) paid with respect to the Project, and (c) the right to exercise such rights and remedies conferred on the Corporation under the Installment Sale Agreement as may be necessary or convenient (i) to enforce payment of the Installment Payments, or (ii) otherwise to protect the interests of the Bank in the event of a default by the District under the Installment Sale Agreement. Such assignment is absolute and irrevocable, and without recourse to the Corporation. SECTION 3. Acceptance. The Bank hereby accepts the assignments made herein for the purpose of securing the payments due under the Installment Sale Agreement SECTION 4. Conditions. This Assignment Agreement confers no rights and imposes no duties upon the Bank beyond those expressly provided in the Installment Sale Agreement. SECTION 5. Execution in Counterparts. This Assignment Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original but all together shall constitute but one and the same agreement. It is also agreed that separate counterparts of this Assignment may be separately executed by the Bank and the Corporation, both with the same force and effect as though the same counterpart had been executed by the Bank and the Corporation. SECTION 6. Binding Effect. This Assignment Agreement inures to the benefit of and binds the Corporation and the Bank, and their respective successors and assigns, subject, however, to the limitations contained herein. SECTION 7. Governing Law. This Assignment Agreement is governed by the Constitution and laws of the State of California. IN WITNESS WHEREOF, the parties have executed this Assignment Agreement by their authorized officers as of the day and year first written above. PUBLIC PROPERTY FINANCING CORPORATION OF CALIFORNIA By Secretary /Treasurer BBVA COMPASS By Authorized Officer AGREEMENT FOR LEGAL SERVICES BETWEEN THE SOUTH TAHOE PUBLIC UTILITY DISTRICT AND JONES HALL, A PROFESSIONAL LAW CORPORATION, FOR BOND COUNSEL SERVICES IN CONNECTION WITH PRIVATE PLACEMENT INSTALLMENT SALE FINANCING This AGREEMENT FOR LEGAL SERVICES is entered into this _ day of July, 2011, between the SOUTH TAHOE PUBLIC UTILITY DISTRICT (the "Client" or the "District ") and JONES HALL, A PROFESSIONAL LAW CORPORATION, San Francisco, California ( "Attorneys "). BACKGROUND: 1. The Client is proceeding to finance capital improvements to the District's sewer treatment plant, consisting of the construction of new headworks at the sewer treatment plant (the "Project "); 2. The Client has proposed to enter into a tax - exempt installment sale financing to be privately placed with BBVA Compass (the "Bank ") to finance the Project. 3. In connection with such financing arrangement, the Client requires the services of nationally- recognized bond counsel. AGREEMENT: In consideration of the foregoing and the mutual covenants contained in this Agreement, the Client and Attorneys agree as follows: Section 1. Attorney- Client Relationship. Upon execution of this Agreement, the Client will be Attorney's client, and an attorney - client relationship will exist between Client and Attorneys. Attorneys assume that all other parties will retain such counsel, as they deem necessary and appropriate to represent their interests in this transaction. Attorneys further assume that all other parties understand that in this transaction Attorneys represent only the Client, Attorneys are not counsel to any other party, and Attorneys are not acting as an intermediary among the parties. Attorneys' services as bond counsel are limited to those contracted for in this Agreement; the Clients execution of this Agreement will constitute an acknowledgment of those limitations. Attorneys' representation of the Client will not affect, however, our responsibility to render an objective Bond Opinion. Section 2. Scope of Engagement as Bond Counsel. Attorneys shall perform all of the following services as bond counsel in connection with the execution and delivery of the Financing Documents (as hereinafter defined) for the purpose of providing financing for the Project: a. Consultation and cooperation with Client and Client staff to assist in the formulation of a coordinated financing. b. Preparation of all legal proceedings for the authorization, execution and delivery of the Financing Documents by the Client, including (a) preparation of a resolution of the Board of Directors of the Client authorizing the execution and delivery of an Installment Sale Agreement, A PROFESSIONAL LAW CORPORATION 0 0 an Assignment Agreement and an Escrow Agreement (collectively, the "Financing Documents "), and approving related documents and actions, (b) preparation of all Financing Documents, (c) preparation of all documents required for the dosing of the financing, (d) supervising the closing, and (e) preparation of all other proceedings incidental to or in connection with the execution and delivery of the Financing Documents. c. Advising the Client, from the time Attorneys are hired as Bond Counsel until the financing is closed, as to compliance with federal tax law as required to ensure that the interest component of the Lease Payments due under the Lease is exempt from federal income taxation. d. Upon completion of proceedings to Attorneys' satisfaction, providing a legal opinion (the "Bond Opinion ") approving the validity and enforceability of the proceedings for the authorization, execution and delivery of the Financing Documents, and stating that the interest component of the Lease Payments due under the Lease (a) is excluded from gross income for purposes of federal income taxes, (b) is exempt from California personal income taxation, and (c) has been designated as "bank qualified" under Section 265(b)(3) of the Internal Revenue Code of 1986 (the "Code "). The Bond Opinion will be addressed to the Client, and may also be addressed to the Bank. e. Such other and further services as are normally performed by bond counsel in connection with similar financings. The Bond Opinion will be delivered by Attorneys on the date of execution and delivery of the Financing Documents. The Bond Opinion will be based on facts and law existing as of its date, will cover certain matters not directly addressed by such authorities, and will represent Attorneys' judgment as to the proper treatment of the Financing Documents for federal income tax purposes. Attorneys' opinion is not binding on the Internal Revenue Service ( "IRS ") or the courts. Attorneys cannot and will not give any opinion or assurance about the effect of future changes in the Code, the applicable regulations, the interpretation thereof or the enforcement thereof by the IRS. Client acknowledges that future legislation, if enacted into law, or darification of the Code may cause interest on the financing to be subject, directly or indirectly, to federal income taxation, or otherwise prevent Bank from realizing the full current benefit of the tax status of such interest. Attorneys will express no opinion regarding any pending or proposed federal tax legislation. In rendering the Bond Opinion, Attorneys will rely upon the certified proceedings and other certifications of public officials and other persons furnished to Attorneys without undertaking to verify the same by independent investigation, and Attorneys will assume continuing compliance by the Client with applicable laws relating to the financing. Section 3. Excluded Services. Our duties in this engagement are limited to those expressly set forth above in Section 2, except as expressly set forth in a written amendment to this Agreement. Among other things, our duties do not include: a. Preparing requests for tax rulings from the Internal Revenue Service, or "no- action" letters from the Securities and Exchange Commission. b. Preparing blue sky or investment surveys with respect to the financing. 2 A PROFESSIONAL LAW CORPORATION c. Drafting state constitutional or legislative amendments. d. Pursuing test cases or other litigation, such as contested validation proceedings, except as set forth above. e. Making an investigation or expressing any view as to the creditworthiness of the Client or the financing. f. After closing of the financing, providing advice concerning any actions necessary to assure compliance with any continuing disclosure undertaking under Securities and Exchange Commission Rule 15c2 -12. g. Representing the Client in Internal Revenue Service examinations, audits or inquiries, or Securities and Exchange Commission investigations. h. After closing of the financing, unless specifically requested to do so by Client, and agreed to by Attorneys, providing continuing advice to the Client or any other party concerning any actions that need to be taken regarding the financing; e.g., actions necessary to assure that interest paid on the financing will continue to be excludable from gross income for federal income tax purposes (e.g., our engagement does not include rebate calculations for the financing). i. Reviewing or opining on the business terms of, validity, or federal tax consequences of any investment agreement that the Client may choose as an investment vehicle for the proceeds of the financing, unless the Client and Attorneys agree on the terms of such review and compensation for such review. Reviewing or opining on the business terms of, validity, or federal tax consequences of any derivative financial products, such as an interest rate swap agreement, that the Client may choose to enter into in connection with the financing, unless the Client and Attorneys agree on the terms of such review and compensation for such review. k. Addressing any other matter not specifically set forth above that is not required to render our Bond Opinion. Section 4. Conflicts; Prospective Consent. Attorneys represent many political subdivisions, investment banking firms and financial advisory firms. It is possible that during the time that Attorneys are representing the Client, one or more of Attorneys present or future clients will have transactions with the Client. It is also possible that Attorneys may be asked to represent, in an unrelated matter, one or more of the entities involved in the financing. Attorneys do not believe such representation, if it occurs, will adversely affect Attorneys' ability to represent you as provided in this Agreement, either because such matters will be sufficiently different from the execution and delivery of the Financing Documents so as to make such representations not adverse to our representation of you, or because the potential for such adversity is remote or minor and outweighed by the consideration that it is unlikely that advice given to the other client will be relevant to any aspect of the financing. Execution of this Agreement will signify the Clients consent to Attorneys' representation of others consistent with the circumstances described in this paragraph. 3 A PROFESSIONAL LAW CORPORATION 0 0 Section 5. Compensation. For the bond counsel services performed by Attorneys under Section 2 above, the Client will pay Attorneys a fee equal to $25,000. In addition, the Client shall pay to Attorneys all direct out -of- pocket expenses for travel outside the State of California (if any), messenger and delivery service, photocopying, closing costs, legal publication expenses and other costs and expenses incurred by Attorneys in connection with their services hereunder. Payments under this paragraph will not exceed $2,500. Payment of Attorneys' fees and expenses is entirely contingent on the successful closing of the financing and the delivery of the proceeds thereof to the Client. Section 6. Responsibilities of the Client. (a) General. The Client will cooperate with Attorneys and furnish Attorneys with certified copies of all proceedings taken by the Client, or otherwise deemed necessary by Attorneys to render an opinion upon the validity of the proceedings. During the course of this engagement, Attorneys will rely on Client to provide Attorneys with complete and timely information on all developments pertaining to any aspect of the financing. (b) Federal Tax Law - Related Responsibilities. The Code imposes various restrictions, conditions and requirements relating to the exclusion from gross income for federal income tax purposes of interest on obligations such as the financing described herein. As a condition of Attorneys issuing their opinion, you will be required to make certain representations and covenants to comply with certain restrictions designed to insure that interest on the financing will not be induded in federal gross income. Inaccuracy of these representations or failure to comply with these covenants may result in interest on the financing being included in gross income for federal income tax purposes, possibly from the date of original execution and delivery of the Financing Documents. Attorneys' opinion will assume the accuracy of these representations and compliance with these covenants. Attorneys will not undertake to determine (or to inform any person) whether any actions taken (or not taken) or events occurring (or not occurring) after the closing date may adversely affect the value of, or the tax status of interest on, the financing. In this regard, Client agrees to familiarize itself with the relevant requirements and restrictions necessary for the financing to qualify for exemption from federal income taxation and to exercise due diligence both before and after the execution and delivery of the Financing Documents in complying with these requirements. Section 7. Insurance. Attorneys shall maintain insurance for the duration of this Agreement against claims for injuries to persons or damage to property that may arise from or in connection with the performance of work under this Agreement. The insurance shall be in the form and amount set forth in Exhibit A, attached. Section 8. Independent Contractor. Attorneys will act as an independent contractor in performing the services required under this Agreement, and under no circumstances shall Attorneys be considered an agent, partner, or employee of the Client. Section 9. Assignment. Attorneys may not assign their rights or delegate their obligations under this Agreement, in whole or in part, except with the prior written consent of the Client. Section 10. Termination of Agreement. This Agreement may be terminated at any time by the Client with or without cause upon written notice to Attorneys. In the event of such termination, all finished and unfinished documents shall at the option of the Client become its 4 A PROFESSIONAL LAW CORPORATION m property and shall be delivered to the Client by Attorneys. In any event, this Agreement shall terminate upon the delivery of the Installment Sale Agreement. IN WITNESS WHEREOF, the Client and Attorneys have executed this Agreement as of the date first above written. SOUTH TAHOE PUBLIC UTILITY DISTRICT JONES HALL, A PROFESSIONAL LAW CORPORATIO 5 A PROFESSIONAL LAW CORPORATION William H. Madison, President EXHIBIT A Insurance Minimum Scope of Insurance Coverage shall be at least as broad as: 1. Insurance Services Office Commercial Liability coverage (occurrence Form CG 0001). 2. Insurance Services office Form Number CA 0001 covering Automobile Liability, Code 1 (any auto). California. 3. Workers' Compensation insurance as required by the State of 4. Errors and Omissions Liability insurance appropriate to the Attorneys' profession. Minimum Limits of Insurance 0 Attorneys shall maintain limits no less than: 0 1. General Liability: $1,000,000 per occurrence and $2,000,000 in (including operations, for bodily injury, personal and property damage. products and completed operations) 2. Automobile Liability: $1,000,000 per accident for bodily injury and property damage. 3. Errors and Omissions Liability: $1,000,000 per claim and in the aggregate. limits Other Insurance Provisions The commercial general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions: 1. The District, its officers, officials, employees and volunteers are to be covered as additional insureds as respects: liability arising out of work or operations performed by or on behalf of the Attorneys or automobiles owned, leased, hired or borrowed by the Attorneys. 2. For any claims related to this project, the Attorneys' insurance coverage shall beprimary insurance as respects the District, its officers, officials, employees and volunteers. Any insurance or self - insurance maintained by the District, its officers, officials, employees or volunteers shall be excess of the Attorneys's insurance and shall not contribute with it. A PROFESSIONAL LAW CORPORATION III 3. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled by either party, except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the District. 4. Coverage shall not extend to any indemnity coverage for the active negligence of the additional insured in any case where an agreement to indemnify the additional insured would be invalid under Subdivision (b) of Section 2782 of the Civil Code. Verification of Coverage Attorneys shall furnish the District with original certificates and amendatory endorsements affecting coverage by this clause. The endorsements should be on forms provided by the District or on other than the District's forms provided those endorsements conform to District requirements. All certificates and endorsements are to be received and approved by the District before work commences. The District reserves the right to require complete, certified copies of all required insurance policies, including endorsements affecting the coverage required by these specifications at any time. A- 2 A PROFESSIONAL LAW CORPORATION South Tahoe Public Utility District General Manager Ri hand K Solbdg Directors Olds Calais James It Jones May Lou Mostedsor DilaRisee 1275 Meadow Crest Drive• South Lake Tahoe* CA 96150 -7401 Phone 530 544-6474 • Fax 530 541 -0614 • www.stpud.us BOARD AGENDA ITEM TO: Board of Directors FROM: Accounts Payable MEETING DATE: July 21, 2011 ITEM - PROJECT NAME: Payment of Claims REQUESTED BOARD ACTION: Approve Payments DISCUSSION: The Payment of Claims was not available when this agenda was published due to the extended fiscal year invoice processing. It will be distributed prior to, and at the Board meeting. SCHEDULE: COSTS: ACCOUNT NO: BUDGETED AMOUNT REMAINING: ATTACHMENTS: Payment of Claims to be distributed prior to, and at the Board meeting. CONCURRENCE WITH REQUESTED ACTION: GENERAL MANAGER: YES 4' CHIEF FINANCIAL OFFICER: YES CATEGORY: Sewer & Water 0 NO -45- interoffice EMORANDUM SOUTH TAHOE PUBLIC UTILITY DISTRICT to: Board of Directors from: Paul Hughes, Chief Financial Officer ptr--- subject: Payment of Claims Report date: July 21, 2011 To facilitate an accurate year -end expense cut -off, Accounts Payable has extended the deadline for submitting invoices to Friday, July 15. As such, the Payment of Claims report will be delivered to you on or about Tuesday, July 19. Your cooperation with our once -a -year inconvenience is appreciated. S: \yearend\me mo\payclaimmemo2011.doc PAYMENT OF CLAIMS FOR APPROVAL July 21, 2011 Payroll 7/12/2011 437,978.62 Total Payroll 437,978.62 ADP 2,523.99 American Express 3,764.37 Bank of America 0.00 BNY Mellon Trust Company 0.00 Brownstein /Hyatt/Farber /Schreck legal services 26,007.31 CDS- health care payments 71,621.07 Union Bank 0.00 Total Vendor EFT 103,916.74 Accounts Payable Checks -Sewer Fund 476,381.31 Accounts Payable Checks -Water Fund 201,783.78 Accounts Payable Checks - Self - funded Insurance 34,755.84 Accounts Payable Checks - Grants Fund 0.00 Total Accounts Payable 712,920.93 Grand Total 1,254,816.29 Payroll EFTs & Checks EFT AFLAC Medical & Dependent Care EFT CA Employment Taxes & W/H EFT Federal Employment Taxes & W/H EFT CaIPERS Contributions EFT Great West Deferred Comp EFT Stationary Engineers Union Dues EFT United Way Contributions EFT Employee Direct Deposits CHK Employee Garnishments CHK Employee Paychecks Total 7/12/2011 374.67 19,463.77 92,472.67 77,140.99 19,284.08 2,370.63 134.00 220,996.67 1,245.85 4,495.29 437,978.62 PAYMENT OF CLAIMS Vendor Name Department /ProJ Name Description Acct# I ProJ Code Amount Check Num Iyp4 ACWA HEALTH BENEFITS AUTHORITY GEN & ADMIN VISION INS 1000 - 2530 2,582.19 Check Total: 2.582.19 AP -00079761 MW ADVANTAGE LASER PRODUCTS INC FINANCE OFFICE SUPPLIES 1039 - 4820 117.50 ADVANTAGE LASER PRODUCTS INC FINANCE OFFICE SUPPLIES 2039 - 4820 117.50 Check Total: 235.00 AP- 00079762 MW ALLIANT INSURANCE SERVICES GEN & ADMIN INSURANCE PPD 1000 - 0301 3,027.81 ALLIANT INSURANCE SERVICES GEN & ADMIN INSURANCE PPD 2000 - 0301 3,027.80 Check Total: 6.055.61 AP-00079763 MW ALLTIZER POWDER COATING EQUIPMENT REPAIR AUTOMOTIVE 2005 - 6011 76.13 Check Total: 76.13 AP -00079764 MW ALPEN SIERRA COFFEE GEN & ADMIN OFC SUPPLY ISSUE 1000 - 6081 185.15 Check Total: 185.15 AP -00079765 MW AMERICAN PAYROLL ASSN FINANCE DUES/MEMB /CERT 1039 - 6250 109.50 AMERICAN PAYROLL ASSN FINANCE DUES /MEMB /CERT 2039 - 6250 109.50 Check Total: 219.00 AP- 00079766 MW AMERIGAS DIAMOND VLY RNCH PROPANE 1028 - 6360 112.61 Check Total: 112.61 AP -00079767 MW AMERIPRIDE UNIFORM SERVICES GEN & ADMIN UNIFORM PAYABLE 1000 - 2518 1,086.55 Check Total: 1.086.55 AP- 00079768 MW ANDREOZZI, BETH CUSTOMER SERVICE - WTR CONS PROG WTR CONS EXPENSE 2038 - 6660 - WCPROG 200.00 Check Total: 200.00 AP-00079769 MW ARETE SYSTEMS ENGINEERING - GIS SFTWR DEV ARETE, GIS 2029 - 8120 - GISSFT 2,782.50 Check Total: 2.782.50 AP-00079770 MW AT &T MOBILITY PUMPS TELEPHONE 1002 - 6310 39.59 Check Total: 39.59 AP- 00079771 MW AUERBACH ENGINEERING CORP ENGINEERING - TWIN PEAKS BS BSTR, TWN PEAKS 2029 - 7070 - TPBSTR 155.75 Check Total: 155.75 AP -00079772 MW BARSAMIAN, BETTY DIO - PR EXP- EXTERNAL PUB RELATIONS 2027 - 6620 - PREEXT 250.00 Check Total: 250.00 AP -00079773 MW BARTON HEALTHCARE SYSTEM HUMAN RESOURCES CONTRACT SERVICE 1022 - 4405 463.75 BARTON HEALTHCARE SYSTEM HUMAN RESOURCES CONTRACT SERVICE 2022 - 4405 463.75 User: THERESA Report: OH_PMT CLAIMS_BK Page: 1 Current Date: 07/19/2011 Current Time: 15:01:12 Vendor Name BENTLY AGROWDYNAMICS BI STATE PROPANE BING MATERIALS BLACKBURN MFG CO BLACKBURN MFG CO BLUE RIBBON TEMP PERSONNEL BLUE RIBBON TEMP PERSONNEL BROWN & CALDWELL CONSULTANTS BROWN, LINDA BROWN, LINDA CALIF BOARD OF CALIF BOARD OF CALIF BOARD OF CALIF BOARD OF CALIF BOARD OF CALIF BOARD OF CALIF BOARD OF CALIF BOARD OF CALIF BOARD OF CALIF BOARD OF CALIF BOARD OF CALIF BOARD OF CALIF BOARD OF CALIF BOARD OF EQUALIZATION EQUALIZATION EQUALIZATION EQUALIZATION EQUALIZATION EQUALIZATION EQUALIZATION EQUALIZATION EQUALIZATION EQUALIZATION EQUALIZATION EQUALIZATION EQUALIZATION EQUALIZATION PAYMENT OF CLAIMS Department / ProJ Name Description OPERATIONS SLUDGE DISPOSAL UNDERGROUND REP UNDERGROUND REP CUSTOMER SERVICE CUSTOMER SERVICE UNDERGROUND REP CUSTOMER SERVICE ENGINEERING - FILTER ASSMNT FINANCE FINANCE ELECTRICAL SHOP ELECTRICAL SHOP HEAVY MAINT HEAVY MAINT HEAVY MAINT HEAVY MAINT EQUIPMENT REP EQUIPMENT REP OPERATIONS OPERATIONS LABORATORY CUSTOMER SERVICE FINANCE HEAVY MAINTENANC PROPANE PIPE/CVRS/MHLS SHOP SUPPLIES SHOP SUPPLIES CONTRACT SERVICE CONTRACT SERVICE REHAB FLTR 5 &6 TRAVEUMEETINGS TRAVEUMEETINGS LUTHER PASS BIOSOL EQUP/BLDG GROUNDS & MNTC SHOP SUPPLIES BIOSOL EQUP/BLDG REBLD CENTRFG AUTOMOTIVE GENERATORS GROUNDS & MNTC SHOP SUPPLIES LAB SUPPLIES OFFICE SUPPLIES OFFICE SUPPLIES BUILDINGS Acct# / ProJ Code 1006 - 6652 2001 - 6360 2001 - 6052 1038 - 6071 2038 - 6071 2001 - 4405 2038 - 4405 Check Total: Check Total: Check Total: Check Total: Check Total: Check Total: 1029 - 8066 - FILTER Check Total: 1039 - 6200 2039 - 6200 1003 - 6048 1003 - 6653 1004 - 6042 1004 - 6071 1004 - 6653 1004 - 8111 1005 - 6011 1005 - 6013 1006 - 6042 1006 - 6071 1007 - 4760 1038 - 4820 1039 - 4820 2004 - 6041 Check Total: Amount Check Num IXplt 927.50 AP- 00079774 MW 1,523.06 1.523.04 AP -00079775 MW 38.77 38.77 AP -00079776 MW 349.75 349.75 AP- 00079777 MW 102.18 102.18 204.36 AP- 00079778 MW 5,796.44 1,934.24 7.730.68 AP- 00079779 MW 2,151.01 2.151.01 AP- 00079780 MW 11.82 11.82 23.64 AP -00079781 MW 11.70 148.59 21.00 8.75 59.17 2,839.90 33.34 8.55 13.12 8.65 138.49 3.02 10.28 94.97 User: THERESA Report: OH_PMT_CLAIMS_BK Page: 2 Current Date: 07/19/2011 Current Time: 15:01:12 PAYMENT OF CLAIMS Vendor Name Department / Proj Name attliEdlithlit Acct# / Proj Code Amount Check Num IYP CALIF BOARD OF EQUALIZATION EQUIPMENT REPAIR AUTOMOTIVE 2005 - 6011 14.65 CALIF BOARD OF EQUALIZATION EQUIPMENT REPAIR MOBILE EQUIP 2005 - 6012 2.62 CALIF BOARD OF EQUALIZATION EQUIPMENT REPAIR REPL TRK 61 2005 - 8182 39.97 CALIF BOARD OF EQUALIZATION LABORATORY LAB SUPPLIES 2007 - 4760 138.54 CALIF BOARD OF EQUALIZATION ENGINEERING - IROQUOIS BSTR ST BSTR STN IROQ 2029 - 8967 - IQBSTR 161.57 CALIF BOARD OF EQUALIZATION CUSTOMER SERVICE OFFICE SUPPLIES 2038 - 4820 3.02 CALIF BOARD OF EQUALIZATION CUSTOMER SERVICE - WTR CONS PROG WTR CONS EXPENSE 2038 - 6660 - WCPROG 417.64 CALIF BOARD OF EQUALIZATION FINANCE OFFICE SUPPLIES 2039 - 4820 10.28 Check Total: 4.187.82 AP -00079784 MW CALIF BOARD OF EQUALIZATION FINANCE SUPPLIES 1039 - 6520 37.00 CALIF BOARD OF EQUALIZATION FINANCE SUPPLIES 2039 - 6520 37.00 Check Total: 74.00 AP -00079785 MW CALIF DEPT OF HOUSING CUSTOMER SERVICE EQUIP RENT/LEASE 1038 - 5020 14.50 CALIF DEPT OF HOUSING CUSTOMER SERVICE EQUIP RENT /LEASE 2038 - 5020 14.50 Check Total: 29.00 AP -00079786 MW CALIF DEPT OF PUBLIC HEALTH • PUMPS DUES/MEMB/CERT 2002 - 6250 90.00 Check Total: 90.00 AP- 00079787 MW CALIF DEPT OF PUBLIC HEALTH PUMPS WELLS 2002 - 6050 105.00 Check Total: 105.00 AP- 00079788 MW CAROLLO ENGINEERS ENGINEERING - HEADWORKS HDWKS IMP PROJ 1029 - 8033 - HDWORK 61,598.03 Check Total: 61.598.03 AP- 00079789 MW CARQUEST CARSON VALLEY DIAMOND VLY RNCH GROUNDS & MNTC 1028 - 6042 196.76 Check Total: 196.76 AP-00079790 MW CASHMAN EQUIPMENT EQUIPMENT REPAIR AUTOMOTIVE 2005 - 6011 797.55 Check Total: 797.55 AP -00079791 MW CDS GROUP HEALTH SELF FUNDED INS ADMIN FEE 3000 - 6741 2,826.10 Check Total: 2.826.10 AP -00079792 MW CDW -G CORP ENGINEERING PRINTER, ENG 2029 - 7609 2,937.81 Check Total: 2.937.81 AP -00079793 MW CITY OF SOUTH LAKE TAHOE UNDERGROUND REP REGLTRY OP PRMTS 2001 - 6650 1,540.00 Check Total: 1.540.00 AP-00079794 MW User: THERESA Report: OH_PMT_CLAIMS_BK Page: 3 Current Date: 07/19/2011 Current Time: 15:01:12 PAYMENT OF CLAIMS Vendor Name Department / ProJ Name Deacrintion Acct# / ProJ Code Amount Check Num IyPi CONSTRUCTION MATERIALS ENG INC ENGINEERING - HEADWORKS HDWKS IMP PROJ 1029 - 8033 - HDWORK 180.00 CONSTRUCTION MATERIALS ENG INC ENGINEERING - FILTER ASSMNT REHAB FLTR 5 &6 1029 - 8066 - FILTER 170.00 Check Total: 350.0Q AP -00079795 MW CSRMA GEN & ADMIN INSURANCE PPD 1000 - 0301 20,662.46 CSRMA GEN & ADMIN WORK COMP PPD 1000 - 0305 198,166.00 CSRMA GEN & ADMIN - PREVIOUS YEAR WORKERS COMP 1000 - 2516 - PREVYR - 102,350.00 CSRMA GEN & ADMIN INS EXPENSE 1000 - 4510 3,124.42 CSRMA GEN & ADMIN INSURANCE PPD 2000 - 0301 20,662.45 CSRMA GEN & ADMIN INS EXPENSE 2000 - 4510 3,124.41 Check Total: 143.389.74 AP -00079796 MW CWEA UNDERGROUND REP DUES/MEMB /CERT 1001 - 6250 78.00 CWEA OPERATIONS DUES/MEMB/CERT 1006 - 6250 210.00 CWEA LABORATORY DUES /MEMB /CERT 1007 - 6250 78.00 Check Total: 366.00 AP -00079797 MW DAVI LABORATORIES LABORATORY MONITORING 2007 - 6110 1,913.00 Check Total: 1.913.00 AP -00079798 MW DELTA RUBBER COMPANY INC EQUIPMENT REPAIR AUTOMOTIVE 2005 - 6011 300.25 Check Total: 300.25 AP -00079799 MW DIY HOME CENTER HEAVY MAINT SHOP SUPPLIES 1004 - 6071 90.51 DIY HOME CENTER UNDERGROUND REP PIPE/CVRS/MHLS 2001 - 6052 7.12 DIY HOME CENTER UNDERGROUND REP SMALL TOOLS 2001 - 6073 113.85 DIY HOME CENTER UNDERGROUND REP - METERS,GLDN BEAI;s4ETERS,GLDN BEAR 2001 - 7093 - GOLDEN 377.08 Check Total: 588.56 AP -00079800 MW DOUGLAS DISPOSAL GEN & ADMIN REFUSE DISPOSAL 1000 - 6370 21.12 Check Total: 21.12 AP-00079801 MW E- FILLIATE CORP INFORMATION SYS OFFICE SUPPLIES 1037 - 4820 71.11 E- FILLIATE CORP INFORMATION SYS OFFICE SUPPLIES 2037 - 4820 73.18 Check Total: 144.29 AP -00079802 MW EADOC LLC ENGINEERING - ERB LINER REPL REPLACE ERB LINE 1029 - 7581 - ERBLNR 1,865.00 Check Total: 1.865.00 AP -00079803 MW EL DORADO COUNTY PUMPS REGLTRY OP PRMTS 1002 - 6650 3,528.00 EL DORADO COUNTY PUMPS REGLTRY OP PRMTS 2002 - 6650 2,268.00 User: THERESA Report: OH PMT_CLAIMS_BK Page: 4 Current Date: 07/19/2011 Current Time: 15:01:12 Vendor Name ENS RESOURCES INC ENS RESOURCES INC ENS RESOURCES INC ENS RESOURCES INC FARMER, NOEL FARR WEST ENGINEERING INC FARR WEST ENGINEERING INC FEDEX FEDEX FEDEX FERGUSON ENTERPRISES INC. FERGUSON ENTERPRISES INC. FGL ENVIRONMENTAL FGL ENVIRONMENTAL FGL ENVIRONMENTAL FISHER SCIENTIFIC FISHER SCIENTIFIC GBC SCIENTIFIC EQUIP INC GBC SCIENTIFIC EQUIP INC GRAINGER GRAINGER GRAINGER GRAINGER PAYMENT OF CLAIMS Department / ProJ Name DIO DIO DIO DIO CUSTOMER SERVICE - WTR CONS PROG ENGINEERING - DVR MONIT WELLS ENGINEERING - ARPRT ARSNC EVAL ENGINEERING - HEADWORKS ENGINEERING ENGINEERING - GRIZZLY MT BSTR Description CONTRACT SERVICE OFFICE SUPPLIES CONTRACT SERVICE OFFICE SUPPLIES WTR CONS EXPENSE MON WLS DVR/ALPC AIRPORT ARSENIC HDWKS IMP PROJ POSTAGE EXPENSES GRIZ MTN BSTR UNDERGROUND REP PIPE/CVRS/MHLS UNDERGROUND REP - METERS,GLDN BEAI11AETERS,GLDN BEAR LABORATORY LABORATORY - ALP CO MTBE CONT LABORATORY LABORATORY LABORATORY LABORATORY LABORATORY PUMPS ELECTRICAL SHOP HEAVY MAINT EQUIPMENT REP MONITORING MONITORING MONITORING LAB SUPPLIES LAB SUPPLIES SERVICE CONTRACT SERVICE CONTRACT PUMP STATIONS BUILDINGS BUILDINGS AUTOMOTIVE poet# / ProJ Code 1027 - 4405 1027 -4820 2027 - 4405 2027 - 4820 Check Total: Check Total: 2038 - 6660 - WCPROG Amount ghnklium Matt 5.796.00 AP -00079804 MW 3,308.09 16.25 3,308.08 16.25 6.648.67 AP -00079805 MW 100.00 Check Total: 100.00 AP- 00079806 MW 1029 - 8136 - ALPMWS 7,032.50 2029 - 7089 - AWAEP1 20,517.21 Check Total: 27.549.71 AP- 00079807 MW 1029 - 8033 - HDWORK 18.08 2029 - 4810 18.25 2029 - 8176 - GRIZBS 18.08 Check Total: 54.41 AP- 00079808 MW 2001 - 6052 2001 - 7093 - GOLDEN Check Total: 1007 - 6110 2007 - 6110 - ACMTBE 2007 - 6110 1007-4760 2007-4760 1007 - 6030 2007 - 6030 1002 - 6051 1003 - 6041 1004 - 6041 1005 - 6011 Check Total: 84.45 124.22 208.67 AP -00079809 MW 100.00 100.00 1,600.00 1.800.00 AP- 00079810 MW 319.47 325.01 Check Total: 644.48 AP -00079811 MW 1,688.69 Check Total: 1,688.68 3377.37 AP- 00079812 MW 275.66 518.62 244.10 84.76 User: THERESA Report: OH_PMT_CLAIMS_BK Page: 5 Current Date: 07/19/2011 Current Time: 15:01:12 Vendor Name GRAINGER GRANT THORNTON LLP GRANT THORNTON LLP HACH CO HACH CO HARDY DIAGNOSTICS HARDY DIAGNOSTICS PAYMENT OF CLAIMS Department / ProJ Name ELECTRICAL SHOP FINANCE FINANCE LABORATORY LABORATORY LABORATORY LABORATORY HAROLD HUTSON CONSTRUCTION UNDERGROUND REP HARTFORD, THE HARTFORD, THE HAUGE BRUECK ASSOCIATES LLC HIGH SIERRA BUSINESS SYSTEMS HIGH SIERRA BUSINESS SYSTEMS HIGH SIERRA BUSINESS SYSTEMS HIGH SIERRA BUSINESS SYSTEMS HIGH SIERRA BUSINESS SYSTEMS HIGH SIERRA BUSINESS SYSTEMS HOFFMAN SOUTHWEST CORP IDEXX DISTRIBUTION CORP. IDEXX DISTRIBUTION CORP. INFOSEND INC. GEN & ADMIN GEN & ADMIN ENGINEERING - REPL GEN, LPPS HUMAN RESOURCES CUSTOMER SERVICE FINANCE HUMAN RESOURCES CUSTOMER SERVICE FINANCE UNDERGROUND REP LABORATORY LABORATORY CUSTOMER SERVICE Deacdption PUMP STATIONS AUDITING AUDITING LAB SUPPLIES LAB SUPPLIES LAB SUPPLIES LAB SUPPLIES PIPE/CVRS/MHLS LIFE INS UN/BD LTD, UNION REPL GEN LPPS SERVICE CONTRACT SERVICE CONTRACT SERVICE CONTRACT SERVICE CONTRACT SERVICE CONTRACT SERVICE CONTRACT INFILTRTN/INFLOW LAB SUPPLIES LAB SUPPLIES SERVICE CONTRACT Acgt#1 / ProJ Code 2003 - 6051 1039 -4470 2039 - 4470 1007 - 4760 2007 - 4760 1007 - 4760 2007 - 4760 2001-6052 1000 - 2512 1000 - 2539 Check Total: Amount Check Num IXRI 491.10 1.614.24 AP- 00079813 8,068.47 8,068.46 MW Check Total: 16.136.93 AP -00079814 MW Check Total: Check Total: Check Total: Check Total: 1029 - 8933 - RGLPPS Check Total: 1022 - 6030 1038 - 6030 1039 - 6030 2022 - 6030 2038 - 6030 2039 - 6030 1001-6055 1007 - 4760 2007 - 4760 1038-6030 Check Total: 47.67 62.75 110.42 AP- 00079815 MW 93.63 83.99 177.6Z AP -00079816 MW 6,977.87 6.977.87 AP -00079817 MW 1,981.66 2,426.39 4.408.05 AP -00079818 MW 1,675.00 1.675.00 AP -00079819 MW 63.31 49.20 47.79 63.30 49.20 47.78 320.58 AP- 00079820 MW 18,200.00 Check Total: 18.200.00 AP- 00079821 MW 1,064.17 1,108.57 Check Total: 2.172.74 AP- 00079822 MW 162.40 User: THERESA Report: OH PMT_CLAIMS_BK Page: 6 Current Date: 07/19/2011 Current Time: 15:01:12 Vendor Name INFOSEND INC. INFOSEND INC. INFOSEND INC. INTEGRITY LOCKSMITH INTERSTATE SAFETY & SUPPLY INTERSTATE SAFETY & SUPPLY J &L PRO KLEEN INC J &L PRO KLEEN INC JONES WEST FORD KG WALTERS CONSTRUCTION KG WALTERS CONSTRUCTION KG WALTERS CONSTRUCTION KG WALTERS CONSTRUCTION KIMBALL MIDWEST KRLT FM/KOWL AM KRLT FM/KOWL AM LABSCIENCES INC. LABSCIENCES INC. LAKESIDE NAPA LAKESIDE NAPA LAKESIDE NAPA LAKESIDE NAPA LAKESIDE NAPA Department / ProJ Name DIO DIO CUSTOMER SERVICE PAYMENT OF CLAIMS Deacri Non POSTAGE EXPENSES PRINTING SERVICE CONTRACT CUSTOMER SERVICE SHOP SUPPLIES GEN & ADMIN GEN & ADMIN FINANCE FINANCE EQUIPMENT REPAIR GEN & ADMIN - ANGORA TNK SITE GEN & ADMIN - ANGORA TNK REPL ENGINEERING - ANGORA TNK REPL ENGINEERING - ANGORA TNK SITE HEAVY MAINT DIO - PR EXP- EXTERNAL DIO - PR EXP- EXTERNAL LABORATORY LABORATORY UNDERGROUND REP UNDERGROUND REP UNDERGROUND REP PUMPS PUMPS SHOP SUPPLY INV SAFETY INVENTORY JANITORIAL SERV JANITORIAL SERV AUTOMOTIVE CONST RETAINAGE CONST RETAINAGE TANK, ANGORA WL,GRANITE MTN SHOP SUPPLIES PUB RELATIONS PUB RELATIONS LAB SUPPLIES LAB SUPPLIES MOBILE EQUIP SHOP SUPPLIES SMALL TOOLS PUMP STATIONS SHOP SUPPLIES Acct# 1 Proj Code Amount Check Num 75(RS 2027 - 4810 3,906.08 2027 - 4920 5,313.76 2038 - 6030 162.40 Check Total: 9.544.64 AP- 00079823 MW 2038 - 6071 54.27 Check Total: 54.27 AP-00079824 MW 1000 - 0421 437.69 1000 - 0425 814.42 Check Total: 1.252.11 AP -00079825 MW 1039 - 6074 1,603.50 2039 - 6074 1,603.50 Check Total: 3.207.00 AP-00079826 MW 2005 - 6011 79.17 Check Total: 79.17 AP- 00079827 MW 2000 - 2605 - ANGOSW -85.68 2000 - 2605 - ANGOTK -73.44 2029 - 7064 - ANGOTK 1,467.90 2029 - 7069 - ANGOSW 1,712.55 Check Total: 3.021.33 AP -00079828 MW 1004 - 6071 582.24 Check Total: 582,24 AP- 00079829 MW 648.00 648.00 1027 - 6620 - PREEXT 2027 - 6620 - PREEXT Check Total: 1007 - 4760 2007 - 4760 1001 - 6012 1001 - 6071 1001 - 6073 1002 - 6051 1002 - 6071 Check Total: 1.296.00 AP- 00079830 MW 225.87 220.50 446.37 AP -00079831 MW 23.55 94.99 229.44 14.62 6.85 User: THERESA Report: OH_PMT_CLAIMS_BK Page: 7 Current Date: 07/19/2011 Current Time: 15:01:12 PAYMENT OF CLAIMS Vendor Name Department / ProJ Name Qassdptlen Acct i / ProJ Code Amount Check Num IYR! LAKESIDE NAPA HEAVY MAINT MOBILE EQUIP 1004 - 6012 12.36 LAKESIDE NAPA HEAVY MAINT FILTER EQIBLDG 1004 - 6023 17.10 LAKESIDE NAPA HEAVY MAINT BUILDINGS 1004 - 6041 10.96 LAKESIDE NAPA HEAVY MAINT GROUNDS & MNTC 1004 - 6042 6.26 LAKESIDE NAPA HEAVY MAINT SHOP SUPPLIES 1004 - 6071 11.72 LAKESIDE NAPA EQUIPMENT REP AUTOMOTIVE 1005 - 6011 1,422.44 LAKESIDE NAPA EQUIPMENT REP MOBILE EQUIP 1005 - 6012 17.38 LAKESIDE NAPA EQUIPMENT REP GENERATORS 1005 - 6013 1,194.10 LAKESIDE NAPA EQUIPMENT REP SHOP SUPPLIES 1005 - 6071 20.94 LAKESIDE NAPA EQUIPMENT REP SMALL TOOLS 1005 - 6073 107.96 LAKESIDE NAPA UNDERGROUND REP SMALL TOOLS 2001 - 6073 16.89 LAKESIDE NAPA PUMPS SHOP SUPPLIES 2002 - 6071 6.85 LAKESIDE NAPA EQUIPMENT REPAIR AUTOMOTIVE 2005 - 6011 1,569.36 LAKESIDE NAPA EQUIPMENT REPAIR GENERATORS 2005 - 6013 90.42 LAKESIDE NAPA EQUIPMENT REPAIR SHOP SUPPLIES 2005 - 6071 20.94 LAKESIDE NAPA EQUIPMENT REPAIR SMALL TOOLS 2005 - 6073 6.83 Check Total: 4.901.96 AP-00079832 MW LANDAUER INC ENGINEERING SAFETYIEQUIP/PHY 1029 - 6075 377.97 LANDAUER INC ENGINEERING SAFETY /EQUIP/PHY 2029 - 6075 377.96 Check Total: 755.93 AP- 00079833 MW LIBERTY ENERGY GEN & ADMIN ELECTRICITY 1000 - 6330 91,444.37 LIBERTY ENERGY GEN & ADMIN ST LIGHTING EXP 1000 - 6740 23.96 LIBERTY ENERGY GEN & ADMIN ELECTRICITY 2000 - 6330 27,398.00 Check Total: 118.866.33 AP- 00079834 MW LILLY'S TIRE SERVICE INC. EQUIPMENT REP AUTOMOTIVE 1005 - 6011 6.25 LILLY'S TIRE SERVICE INC. EQUIPMENT REPAIR AUTOMOTIVE 2005 - 6011 6.25 Check Total: 12.50 AP- 00079835 MW MC MASTER CARR SUPPLY CO PUMPS LUTHER PASS 1002 - 6048 449.20 MC MASTER CARR SUPPLY CO OPERATIONS GROUNDS & MNTC 1006 - 6042 479.26 MC MASTER CARR SUPPLY CO PUMPS WELLS 2002 - 6050 2,592.46 Check Total: 3.520.9Z AP- 00079836 MW MCGEHEE, JOSEPH CUSTOMER SERVICE - WTR CONS PROG WTR CONS EXPENSE 2038 - 6660 - WCPROG 200.00 User: THERESA Page: 8 Current Date: 07/19/2011 Report: OH_PMT_CLAIMS_BK Current Time: 15:01:12 PAYMENT OF CLAIMS Vendor Name Department / ProJ Name Description Acct# / ProJ Code Amount Check Nu_m Ind Check Total: 200.00 AP- 00079837 MW MEEKS BUILDING CENTER UNDERGROUND REP SMALL TOOLS 1001 - 6073 35.98 MEEKS BUILDING CENTER PUMPS PUMP STATIONS 1002 - 6051 30.25 MEEKS BUILDING CENTER PUMPS SHOP SUPPLIES 1002 - 6071 5.53 MEEKS BUILDING CENTER PUMPS SMALL TOOLS 1002 - 6073 36.60 MEEKS BUILDING CENTER HEAVY MAINT PRIMARY EQUIP 1004 - 6021 35.81 MEEKS BUILDING CENTER HEAVY MAINT FILTER EQ/BLDG 1004 - 6023 204.99 MEEKS BUILDING CENTER HEAVY MAINT GROUNDS & MNTC 1004 - 6042 10.41 MEEKS BUILDING CENTER HEAVY MAINT BIOSOL EQUP/BLDG 1004 - 6653 49.98 MEEKS BUILDING CENTER OPERATIONS SMALL TOOLS 1006 - 6073 289.25 MEEKS BUILDING CENTER DIAMOND VLY RNCH GROUNDS & MNTC 1028 - 6042 97.08 MEEKS BUILDING CENTER CUSTOMER SERVICE SHOP SUPPLIES 1038 - 6071 14.50 MEEKS BUILDING CENTER UNDERGROUND REP PIPE/CVRS/MHLS 2001 - 6052 229.74 MEEKS BUILDING CENTER UNDERGROUND REP SMALL TOOLS 2001 - 6073 30.19 MEEKS BUILDING CENTER UNDERGROUND REP SUPPLIES 2001 - 6520 36.31 MEEKS BUILDING CENTER UNDERGROUND REP - SIERRA AVE WTRLN WTLN,IN HS UPSIZ 2001 - 8905 - SIERRA 84.61 MEEKS BUILDING CENTER PUMPS WELLS 2002 - 6050 45.11 MEEKS BUILDING CENTER PUMPS PUMP STATIONS 2002 - 6051 258.34 MEEKS BUILDING CENTER PUMPS RPR/MNTC WTR TKS 2002 - 6054 109.40 MEEKS BUILDING CENTER PUMPS SHOP SUPPLIES 2002 - 6071 5.53 MEEKS BUILDING CENTER PUMPS BLK BRT BSTR UPG 2002 - 8169 110.12 MEEKS BUILDING CENTER HEAVY MAINTENANC BUILDINGS 2004 - 6041 97.95 MEEKS BUILDING CENTER CUSTOMER SERVICE SHOP SUPPLIES 2038 - 6071 14.49 Check Total: 1.832.17 AP- 00079838 MW MEIERS, CAROLYN CUSTOMER SERVICE - WTR CONS PROG WTR CONS EXPENSE 2038 - 6660 - WCPROG 200.00 Check Total: 200.00 AP- 00079839 MW METRO OFFICE SOLUTIONS GEN & ADMIN OFFICE INVENTORY 1000 - 0428 1,148.43 METRO OFFICE SOLUTIONS ENGINEERING OFFICE SUPPLIES 1029 - 4820 10.96 METRO OFFICE SOLUTIONS ENGINEERING OFFICE SUPPLIES 2029 - 4820 10.98 Check Total: 1.170.37 AP- 00079840 MW MIMECAST NORTH AMERICA INC INFORMATION SYS SFTWR,EMAIL RETN 2037 - 8791 6,020.00 Check Total: 6.020.00 AP- 00079841 MW User: THERESA Page: 9 Current Date: 07/19/2011 Report: OH_PMT_CLAIMS_BK Current Time: 15:01:12 Vendor Name MOTEL 6 MOTEL 6 MWH LABORATORIES MWH LABORATORIES NELS TAHOE HARDWARE NELS TAHOE HARDWARE NELS TAHOE HARDWARE NELS TAHOE HARDWARE NELS TAHOE HARDWARE NELS TAHOE HARDWARE NEVADA DIVISION OF FORESTRY NEWARK IN ONE NOORDA, DEBORAH NOORDA, DEBORAH NORTHWEST HYD. CONSULT INC NORTHWEST HYD. CONSULT INC NORTHWEST HYD. CONSULT INC NORTHWEST HYD. CONSULT INC OLSEN, ANDREA E ONTRAC ONTRAC ONTRAC ONTRAC ONTRAC PAYMENT OF CLAIMS Department / Proj Name PUMPS PUMPS LABORATORY LABORATORY PUMPS EQUIPMENT REP LABORATORY PUMPS EQUIPMENT REPAIR LABORATORY DIAMOND VLY RNCH ELECTRICAL SHOP FINANCE FINANCE ENGINEERING - CTC GRNT -BMPs ENGINEERING - DEMO RALPH TANK ENGINEERING - DEMO FP,COLD CRK ENGINEERING - CTC GRNT -BMPs DolothatIon STANDBY ACCOMODA STANDBY ACCOMODA MONITORING MONITORING PUMP STATIONS AUTOMOTIVE LAB SUPPLIES PUMP STATIONS AUTOMOTIVE LAB SUPPLIES CONTRACT SERVICE PUMP STATIONS TRAVEL/MEETINGS TRAVEL/MEETINGS BMP PROJECTS RALPH TANK CC FLTR PLANT BMP PROJECTS CUSTOMER SERVICE - WTR CONS PROG WTR CONS EXPENSE LABORATORY - LABORATORY ENGINEERING LABORATORY ENGINEERING IND CRK RES MONT - ERB LINER REPL - ARPRT ARSNC EVAL POSTAGE EXPENSES POSTAGE EXPENSES REPLACE ERB LINE POSTAGE EXPENSES AIRPORT ARSENIC Acc'S 1 Proj Coda 1002 - 6083 2002 - 6083 1007 -6110 2007 - 6110 1002 - 6051 1005 - 6011 1007 - 4760 2002 - 6051 2005 - 6011 2007 - 4760 1028 -4405 1003 - 6051 1039 - 6200 2039 - 6200 Check Total: Check Total: Check Total: Check Total: Check Total: Check Total: 1029 - 8737 - CTCBMP 2029 - 7090 - DEMORT 2029 - 7091 - DEMOFP 2029 - 8745 - CTCBMP Check Total: 2038 - 6660 - WCPROG Check Total: 1007 - 4810 - INDIAN 1007 -4810 1029 - 7581 - ERBLNR 2007 - 4810 2029 - 7089 - AWAEPI Amount Check Nuts IXP i 137.62 137.62 275.24 AP -00079842 MW 4,165.00 1,715.00 5.880.00 AP- 00079843 MW 2.72 0.46 2.66 2.72 6.43 2.63 17,52 AP- 00079844 MW 6,674.71 8.674.71 AP- 00079845 MW 268.39 268.39 AP- 00079846 MW 33.58 33.58 67.16 AP -00079847 MW 3,868.68 11,418.78 7,647.31 3,868.68 26.801.45 AP -00079848 200.00 MW 200.00 AP- 00079849 MW 15.00 18.75 30.00 84.75 5.00 User: THERESA Report: OH_PMT_CLAIMS BK Page: 10 Current Date: 07/19/2011 Current Time: 15:01:12 Vendor Name ONTRAC PACHECO, RICHARD PACHECO, RICHARD PETTY CASH PETTY CASH PETTY CASH PETTY CASH PETTY CASH PETTY CASH PETTY CASH PETTY CASH PETTY CASH PETTY CASH POLYDYNE INC PRAXAIR 174 PRAXAIR 174 PRAXAIR 174 PRAXAIR 174 REDWOOD PRINTING REDWOOD PRINTING RENO GAZETTE - JOURNAL RYAN, JULIE SACRAMENTO BEE, THE PAYMENT OF CLAIMS Department / ProJ Name ENGINEERING - GRIZZLY MT BSTR GEN & ADMIN GEN & ADMIN GEN & ADMIN PUMPS HEAVY MAINT ENGINEERING FINANCE EQUIPMENT REPAIR ENGINEERING ENGINEERING CUSTOMER SERVICE - WTR CONS PROG FINANCE OPERATIONS HEAVY MAINT LABORATORY UNDERGROUND REP LABORATORY ENGINEERING - ERB LINER REPL ENGINEERING - TANK COATING ENGINEERING - TANK COATING ENGINEERING - ERB LINER REPL ENGINEERING - TANK COATING Description GRIZ MTN BSTR UB SUSPENSE U8 SUSPENSE SUSPENSE PUMP STATIONS TRAVEL/MEETINGS DIESEL TRAVEL/MEETINGS AUTOMOTIVE DIESEL SUPPLIES WTR CONS EXPENSE TRAVEL/MEETINGS POLYMER SHOP SUPPLIES LAB SUPPLIES SMALL TOOLS LAB SUPPLIES REPLACE ERB LINE TANK COATINGS REPLACE ERB LINE REPLACE ERB LINE REPLACE ERB LINE Acct# / Proj Code 2029 - 8176 - GRIZBS Check Total: 1000 - 2002 2000 - 2002 Check Total: 1000 - 2504 1002 - 6051 1004 - 6200 1029 - 4620 1039 - 6200 2005 - 6011 2029 - 4620 2029 - 6520 2038 - 6660 - WCPROG 2039 - 6200 1006 - 4720 1004 - 6071 1007 - 4760 2001 - 6073 2007 - 4760 Check Total: Check Total: Check Total: 1029 - 7581 - ERBLNR 2029 - 8261 - TKCOAT Check Total: 1029 - 7581 - TKCOAT Check Total: 1029 - 7581 - ERBLNR Check Total: 1029 - 7581 - TKCOAT Check Total: Amount Check Num Inn 5.00 158.50 AP- 00079850 MW 103.56 103.57 207.13 AP -00079851 MW 7.60 30.00 34.31 10.00 38.93 20.00 10.00 16.20 50.00 38.93 255.97 AP-00079852 MW 16,058.02 18.058.02 AP -00079853 MW 334.08 162.96 11.20 162.96 671.20 AP -00079854 MW 70.86 626.91 697.77 AP- 00079855 MW 144.49 144.49 AP -00079856 MW 135.00 135.00 AP-00079857 MW 953.04 953.04 AP -00079858 MW User: THERESA Report: OH PMT_CLAIMS BK Page: 11 Current Date: 07/19/2011 Current Time: 15:01:12 Vendor Name SAFETY CENTER INC SAFETY CENTER INC SANDERS AND ASSOCIATES SCOTTYS HARDWARE SCOTTYS HARDWARE SCOTTYS HARDWARE SCOTTYS HARDWARE SCOTTYS HARDWARE SCOTTYS HARDWARE SCOTTYS HARDWARE SCOTTYS HARDWARE SCOTTYS HARDWARE SCOTTYS HARDWARE SCOTTYS HARDWARE SIEMENS WATER TECHNOLOGIES SIEMENS WATER TECHNOLOGIES SIERRA CHEMICAL CO SIERRA CHEMICAL CO SIERRA ENVIRONMENTAL SIERRA FOOTHILL LABORATORY SIERRA FOOTHILL LABORATORY SIERRA NEVADA MEDIA GROUP SIERRA NEVADA MEDIA GROUP SIERRA NEVADA MEDIA GROUP PAYMENT OF CLAIMS Department / ProJ Name HUMAN RESOURCES HUMAN RESOURCES ENGINEERING - HEADWORKS GEN & ADMIN PUMPS PUMPS PUMPS EQUIPMENT REP DIAMOND VLY RNCH PUMPS PUMPS PUMPS EQUIPMENT REPAIR ENGINEERING - GRIZZLY MT BSTR LABORATORY LABORATORY OPERATIONS PUMPS LABORATORY DsturIRDRR DUES /MEMB/CERT DUES/MEMB /CERT HDWKS IMP PROJ SHOP SUPPLY INV PUMP STATIONS SHOP SUPPLIES SMALL TOOLS SHOP SUPPLIES GROUNDS & MNTC PUMP STATIONS SHOP SUPPLIES SMALL TOOLS SHOP SUPPLIES GRIZ MTN BSTR Acct* / Proj Code 1022 - 6250 2022 - 6250 Check Total: 1029 - 8033 - HDWORK Check Total: 1000 - 0421 1002 - 6051 1002 - 6071 1002 - 6073 1005 - 6071 1028 - 6042 2002 - 6051 2002 - 6071 2002 - 6073 2005 - 6071 2029 - 8176 - GRIZBS Check Total: SERVICE CONTRACT 1007 - 6030 SERVICE CONTRACT 2007 - 6030 HYPOCHLORITE 1006 - 4755 HYPOCHLORITE 2002 - 4755 MONITORING 2007 - 6110 LABORATORY - IND CRK RES MONT MONITORING LABORATORY MONITORING ENGINEERING - TANK COATING CUSTOMER SERVICE CUSTOMER SERVICE REPLACE ERB LINE ADS/LGL NOTICES ADS/LGL NOTICES Check Total: Check Total: Check Total: 1007 - 6110 - INDIAN 2007 - 6110 Check Total: 1029 - 7581 - TKCOAT 1038 - 4930 2038 - 4930 Check Total: Ammmt Check Num IYP.Q 154.88 154.87 309.75 AP -00079859 MW 370.00 370.00 198.10 15.11 73.57 51.15 12.39 56.12 113.93 73.57 51.15 12.39 6.17 AP- 00079860 MW 663.65 AP -00079861 MW 52.00 52.00 104.00 AP -00079862 MW 3,967.21 4,254.77 8.221.94 AP -00079863 MW 455.00 455.00 AP- 00079864 MW 390.00 343.00 733.00 AP -00079865 MW 205.99 405.55 1,415.97 2.027.51 AP -00079866 MW User: THERESA Report: OH_PMT_CLAIMS_BK Page: 12 Current Date: 07/19/2011 Current Time: 15:01:12 Vendor Name SIERRA TAHOE READY MIX SOUTH TAHOE REFUSE SOUTH TAHOE REFUSE SOUTHWEST GAS SOUTHWEST GAS STOP LOSS INSURANCE SERVICES SUBSTITUTE PERSONNEL & SUBSTITUTE PERSONNEL & SUBSTITUTE PERSONNEL & SUBSTITUTE PERSONNEL & SUBSTITUTE PERSONNEL & SUBSTITUTE PERSONNEL & SUBSTITUTE PERSONNEL & SUBSTITUTE PERSONNEL & SUBSTITUTE PERSONNEL & SUBSTITUTE PERSONNEL & SUBSTITUTE PERSONNEL & SUBSTITUTE PERSONNEL & SUBSTITUTE PERSONNEL & SUBSTITUTE PERSONNEL & SUBSTITUTE PERSONNEL & SUBSTITUTE PERSONNEL & SUBSTITUTE PERSONNEL & SUBSTITUTE PERSONNEL & TAHOE BASIN CONTAINER SERVICE TAHOE BASIN CONTAINER SERVICE PAYMENT OF CLAIMS Deparhnent / Pro) Name HEAVY MAINT GEN & ADMIN PUMPS GEN & ADMIN GEN & ADMIN SELF FUNDED INS UNDERGROUND REP LABORATORY ENGINEERING ENGINEERING - HEADWORKS ENGINEERING - FILTER ASSMNT ENGINEERING - REPL GEN, LPPS INFORMATION SYS CUSTOMER SERVICE LABORATORY ENGINEERING - J -M PIPE FAILURE ENGINEERING ENGINEERING - ANGORA TNK SITE ENGINEERING - WT METERING PRJ ENGINEERING - LAKE TAHOE BLVD ENGINEERING - GRIZZLY MT WTRLN INFORMATION SYS CUSTOMER SERVICE CUSTOMER SERVICE - WTR CONS PROG GEN & ADMIN OPERATIONS Pearzbatism BUILDINGS REFUSE DISPOSAL WELLS NATURAL GAS NATURAL GAS EXCESS INSURANCE CONTRACT SERVICE CONTRACT SERVICE CONTRACT SERVICE HDWKS IMP PROJ REHAB FLTR 5 &6 REPL GEN LPPS CONTRACT SERVICE CONTRACT SERVICE CONTRACT SERVICE CONTRACT SERVICE CONTRACT SERVICE TANK, ANGORA WTR METERING/NEW WTLN 12' LTB WTRLN,GRIZ MTN CONTRACT SERVICE CONTRACT SERVICE WTR CONS EXPENSE REFUSE DISPOSAL SLUDGE DISPOSAL gpcl#t / Proj Code 1004 -6041 1000 - 6370 2002 - 6050 1000 - 6350 2000 - 6350 3000 - 6744 Check Total: Check Total: Amount Cdnaktliun TIN 496.04 496.04 AP-00079867 MW 2,714.00 39.00 2.753.00 AP- 00079868 MW 140.12 277.52 Check Total: 417.64 AP-00079869 MW 31,522.64 Check Total: 31.522.64 AP -00079870 MW 6,327.17 1,084.01 945.19 183.28 120.08 50.56 831.30 309.70 1,084.00 243.92 1,250.09 6.32 731.76 12.64 12.64 831.30 3,007.15 2,751.36 19.782.47 AP -00079872 MW 312.50 10,968.00 1001 - 4405 1007 - 4405 1029 - 4405 1029 - 8033 - HDWORK 1029 - 8066 - FILTER 1029 - 8933 - RGLPPS 1037 - 4405 1038 - 4405 2007 - 4405 2029 - 4405 - MANVIL 2029 - 4405 2029 - 7064 - ANGOSW 2029 - 7078 - METERS 2029 - 8067 - LTBWLR 2029 - 8229 - GRIZWL 2037 - 4405 2038 - 4405 2038 - 6660 - WCPROG Check Total: 1000 - 6370 1006 - 6652 Check Total: 11.280.50 AP- 00079873 MW User: THERESA Report: OH_PMT_CLAIMS_BK Page: 13 Current Date: 07/19/2011 Current Time: 15:01:12 Vendor Name TAHOE BLUEPRINT TAHOE BLUEPRINT TAHOE MOUNTAIN NEWS TAHOE MOUNTAIN NEWS TAHOE PARADISE CHEVRON TAHOE SAND & GRAVEL TAHOE VALLEY ELECTRIC SUPPLY TAHOE VALLEY ELECTRIC SUPPLY TECHNICON ENGINEERING SERVICES TECHNICON ENGINEERING SERVICES TERRY'S APOLLO PLUMBING & HTN TOKAY SOFTWARE TOKAY SOFTWARE TRI SIGNAL INTEGRATION INC TRPA U S BANK CORPORATE U S BANK CORPORATE U S BANK CORPORATE U S BANK CORPORATE U S BANK CORPORATE U S BANK CORPORATE PAYMENT OF CLAIMS Department I Prol Name ENGINEERING - CATH PROT-SWR ENGINEERING - BIJOU MEADOWS ER DIO - PR EXP- EXTERNAL DIO - PR EXP- EXTERNAL UNDERGROUND REP UNDERGROUND REP ELECTRICAL SHOP EQUIPMENT REP GEN & ADMIN - DVR MONIT WELLS ENGINEERING - DVR MONIT WELLS UNDERGROUND REP INFORMATION SYS INFORMATION SYS OPERATIONS ENGINEERING GEN & ADMIN UNDERGROUND REP UNDERGROUND REP ELECTRICAL SHOP ELECTRICAL SHOP HEAVY MAINT RUGdRtlon CATH PROT EROS CTRL PROJ PUB RELATIONS PUB RELATIONS &ccttk / ProJ Code 1029 - 8133 - CATSWR 1029 - 8177 - ECBIJM Check Total: 1027 - 6620 - PREEXT 2027 - 6620 - PREEXT Check Total: DIESEL 2001 -4820 PIPE/CVRS/MHLS 2001 - 6052 BUILDINGS 1003 - 6041 AUTOMOTIVE 1005 - 6011 Check Total: Check Total: Check Total: CONST RETAINAGE 1000 - 2605 - ALPMWS MON WLS DVR/ALPC 1029 - 8136 - ALPMWS Check Total: PIPE/CVRS/MHLS 1001 - 6052 SERVICE CONTRACT 1037 - 6030 SERVICE CONTRACT 2037 - 6030 BUILDINGS 1006 - 6041 REGLTRY OP PRMTS 1029 - 6650 OFC SUPPLY ISSUE 1000 - 6081 CONTRACT SERVICE 1001 - 4405 TRAVEUMEETINGS 1001 - 6200 OFFICE SUPPLIES 1003 - 4820 TRAVEL/MEETINGS 1003 - 6200 BUILDINGS 1004 - 6041 Check Total: Check Total: Check Total: Check Total: Amount rehooklium IYR4 238.05 42.88 280.93 AP- 00079874 MW 250.00 250.00 500.00 AP-00079875 MW 70.81 70.81 AP -00079876 MW 387.90 387.90 AP-00079877 MW 345.54 39.77 385.31 AP- 00079878 MW - 416.00 4,160.00 3.744,00 AP -00079879 MW 1,080.00 1.080.00 AP -00079880 MW 295.00 295.00 590.00 AP -00079881 MW 400.00 400.0Q AP -00079882 MW 148.00 148.00 AP -00079883 MW 8.69 10.00 1,758.56 100.04 28.45 405.61 User: THERESA Report: OH PMT_CLAIMS_BK Page: 14 Current Date: 07/19/2011 Current Time: 15:01:12 PAYMENT OF CLAIMS Vendor Name Department / ProJ Name Description Acct# / Proj Code. Amount Check Num Ina U S BANK CORPORATE HEAVY MAINT GROUNDS & MNTC 1004 - 6042 187.81 U S BANK CORPORATE OPERATIONS TRAVEUMEETINGS 1006 - 6200 952.00 U S BANK CORPORATE LABORATORY OFFICE SUPPLIES 1007 - 4820 11.96 U S BANK CORPORATE LABORATORY - IND CRK RES MONT GROUNDS & MNTC 1007 - 6042 - INDIAN 276.46 U S BANK CORPORATE LABORATORY SAFETY/EQUIP/PHY 1007 - 6075 54.35 U S BANK CORPORATE LABORATORY TRAVEUMEETINGS 1007 - 6200 61.45 U S BANK CORPORATE BOARD OF DIR TRAVEUMEETINGS 1019 - 6200 425.00 U S BANK CORPORATE ADMINISTRATION OFFICE SUPPLIES 1021 - 4820 61.04 U S BANK CORPORATE ADMINISTRATION SUPPLIES 1021 - 6520 50.00 U S BANK CORPORATE ADMINISTRATION INCNTV & RCGNTN 1021 - 6621 327.25 U S BANK CORPORATE HUMAN RESOURCES TRAVEUMEETINGS 1022 - 6200 377.00 U S BANK CORPORATE HUMAN RESOURCES DUES/MEMB /CERT 1022 - 6250 190.97 U S BANK CORPORATE HUMAN RESOURCES PERSONNEL EXPENS 1022 - 6670 15.28 U S BANK CORPORATE DIAMOND VLY RNCH TRAVEUMEETINGS 1028 - 6200 475.11 U S BANK CORPORATE DIAMOND VLY RNCH TELEPHONE 1028 - 6310 59.99 U S BANK CORPORATE ENGINEERING GASOLINE 1029 - 4610 20.00 U S BANK CORPORATE ENGINEERING TRAVEUMEETINGS 1029 - 6200 637.95 U S BANK CORPORATE ENGINEERING - DVR MONIT WELLS MON WLS DVR/ALPC 1029 - 8136 - ALPMWS 46.43 U S BANK CORPORATE INFORMATION SYS TRAVEUMEETINGS 1037 - 6200 59.43 U S BANK CORPORATE INFORMATION SYS DUES/MEMB /CERT 1037 - 6250 - 102.50 U S BANK CORPORATE CUSTOMER SERVICE OFFICE SUPPLIES 1038 - 4820 101.84 U S BANK CORPORATE FINANCE TRAVEUMEETINGS 1039 - 6200 447.97 U S BANK CORPORATE UNDERGROUND REP TRAVEUMEETINGS 2001 - 6200 20.11 U S BANK CORPORATE PUMPS TRAVEUMEETINGS 2002 - 6200 65.80 U S BANK CORPORATE EQUIPMENT REPAIR AUTOMOTIVE 2005 - 6011 580.61 U S BANK CORPORATE LABORATORY OFFICE SUPPLIES 2007 - 4820 11.95 U S BANK CORPORATE LABORATORY SAFETY/EQUIP/PHY 2007 - 6075 54.35 U S BANK CORPORATE LABORATORY TRAVEUMEETINGS 2007 - 6200 61.44 U S BANK CORPORATE ADMINISTRATION OFFICE SUPPLIES 2021 - 4820 61.04 U S BANK CORPORATE ADMINISTRATION INCNTV & RCGNTN 2021 - 6621 327.23 U S BANK CORPORATE HUMAN RESOURCES TRAVEUMEETINGS 2022 - 6200 377.00 U S BANK CORPORATE HUMAN RESOURCES DUES/MEMB/CERT 2022 - 6250 190.97 User: THERESA Report: OH_PMT_CLAIMS_BK Page: 15 Current Date: 07/19/2011 Current Time: 15:01:12 PAYMENT OF CLAIMS Vendor lama Department / Pro) Name Dtacdnlon Acct# 1 Prof Code Amount rcharatiliM Matt U S BANK CORPORATE HUMAN RESOURCES PERSONNEL EXPENS 2022 - 6670 15.28 U S BANK CORPORATE DIO TRAVEL/MEETINGS 2027 - 6200 47.74 U S BANK CORPORATE ENGINEERING GASOLINE 2029 - 4610 20.00 U S BANK CORPORATE ENGINEERING TRAVEL.MIEETINGS 2029 - 6200 520.93 U S BANK CORPORATE INFORMATION SYS TRAVELMIEETINGS 2037 - 6200 59.42 U S BANK CORPORATE INFORMATION SYS DUES/MEMB /CERT 2037 - 6250 - 102.50 U S BANK CORPORATE CUSTOMER SERVICE OFFICE SUPPLIES 2038 - 4820 169.19 U S BANK CORPORATE CUSTOMER SERVICE SMALL TOOLS 2038 - 6073 148.62 U S BANK CORPORATE FINANCE TRAVEL/MEETINGS 2039 - 6200 845.28 Check Total: 10.522.60 AP- 00079886 MW ULINE LABORATORY LAB SUPPLIES 1007 - 4760 50.02 ULINE LABORATORY LAB SUPPLIES 2007 - 4760 64.42 Check Total: 114.44 AP -00079887 MW UNIVERSAL HEALTH NETWORK SELF FUNDED INS PPO FEE 3000 - 6742 407.10 Check Total: 407.1Q AP -00079888 MW USA BLUE BOOK PUMPS PUMP STATIONS 1002 - 6051 231.54 USA BLUE BOOK PUMPS PUMP STATIONS 2002 - 6051 382.55 Check Total: 614.09 AP -00079889 MW USA MOBILITY WIRELESS INC HEAVY MAINT TELEPHONE 1004 - 6310 252.84 USA MOBILITY WIRELESS INC EQUIPMENT REP TELEPHONE 1005 - 6310 49.84 USA MOBILITY WIRELESS INC EQUIPMENT REPAIR TELEPHONE 2005 - 6310 49.83 Check Total: 352.51 AP- 00079890 MW UTILITY SERVICES ASSOC LLC UNDERGROUND REP PIPE/CVRSIMHLS 2001 - 6052 1,239.00 Check Total: 1239.00 AP-00079891 MW VAN GORDEN, DOUG UNDERGROUND REP TRAVEL/MEETINGS 1001 - 6200 61.20 Check Total: 61 as AP -00079892 MW VECTOR ENGINEERING INC ENGINEERING - ERB LINER REPL REPLACE ERB LINE 1029 - 7581 - ERBLNR 16,877.15 Check Total: 16.877.15 AP-00079893 MW VWR INTERNATIONAL. LABORATORY MULTIMETER 2007 - 8159 2,200.28 Check Total: 2.200,28 AP -00079894 MW WEATHERFORD, MICHAEL & CHARLOTTE CUSTOMER SERVICE - WTR CONS PROG WTR CONS EXPENSE 2038 - 6660 - WCPROG 200.00 User: THERESA Page: 16 Current Date: 07/19/2011 Report: OH_PMT CLAIMS_BK Current Time: 15:01:12 PAYMENT OF CLAIMS Vendor Name Department ! ProJ Name Deacrl on Acct# / Pro) Code Amount Check Num Inn Check Total: 200.00 AP- 00079895 MW WEDCO INC ELECTRICAL SHOP SHOP SUPPLIES 2003 - 6071 605.42 Check Total: 605.42 AP -00079896 MW WESTERN BOTANICAL SERVICES ENGINEERING - SNOWSHOE DITCH R SNOSHU REPAIR 1029 - 7075 - SNOBLO 2,840.00 Check Total: 2.840.00 AP-00079897 MW WESTERN ENERGETIX INC GEN & ADMIN GASOLINE INV 1000 - 0415 6,702.73 WESTERN ENERGETIX INC GEN & ADMIN DIESEL INVENTORY 1000 - 0416 10,283.97 Check Total: 16.986.70 AP -00079898 MW WESTERN ENVIRONMENTAL LABORATORY MONITORING 1007 - 6110 800.00 Check Total: 800.00 AP- 00079899 MW WILLIAMS, ROBERT CUSTOMER SERVICE - WTR CONS PROG WTR CONS EXPENSE 2038 - 6660 - WCPROG 40.00 Check Total: 40.00 AP-00079900 MW ZEE MEDICAL INC PUMPS SAFETY/EQUIP/PHY 1002 - 6075 35.67 Check Total: 35.67 AP -00079901 MW Grand Total: 705,270.93 002 705 *270.93+ 7 +650.00+ 712.920.93 *+ User: THERESA Report OH_PMT_CLAIMS_BK Page: 17 Current Date: 07/19/2011 Current Time: 15:01:12 Saath 'Tahoe P.U.D. THJ, JtL 07, 2011, Check Payee ID. 07/0711 I P 8:48 PM - -xeq: -- -leg: GL AP00079760 V40114 Payee Nave 'WA GRAND TOTALS: Total Void Macivre Written Total Void Hand Written Total Ma hit a Written Total Heard Written Total Reversals Total c rrelted GRAND TOTAL CHECK REGISTER CE ( R1972B3t A�e1 a z EIIE - -- -dab: 481717 #J398--- -prop: BK200 <1.32 > - -t id: as -- Date Check incunt Type Slabs Rel Tb Note 07/07/11 7,650.00 Mq IP 0.00 0.00 7,650.00 0.00 0.00 0.00 7,650.00 Njrber of Checks accessed: hinter at Checks Processed: Meter of Checks Processed: /Inter of Checks Processed: Ninber of Checks Processed: Nor of Checks Processed: 0 0 1 0 0 0 Vendor WESTERN NEVADA SUPPLY WESTERN NEVADA SUPPLY WESTERN NEVADA SUPPLY WESTERN NEVADA SUPPLY WESTERN NEVADA SUPPLY WESTERN NEVADA SUPPLY WESTERN NEVADA SUPPLY WESTERN NEVADA SUPPLY WESTERN NEVADA SUPPLY WESTERN NEVADA SUPPLY WESTERN NEVADA SUPPLY Payment of Claims American Express EFT UNDERGROUND REP - CUSTOMER SERVICE - CUSTOMER SERVICE - CUSTOMER SERVICE - UNDERGROUND REP - DIAMOND VLY RNCH PUMPS - WELLS UNDERGROUND REP - UNDERGROUND REP - UNDERGROUND REP - UNDERGROUND REP - OH_PAY_CLAIMS AE - OH Payment of Claims AmerEx <1.00> THERESA - Theresa Sherman WTLN,IN HS UPSIZ SHOP SUPPLIES SHOP SUPPLIES SHOP SUPPLIES PIPE /CVRS/MHLS - GROUNDS & MNTC PIPE/CVRS/MHLS METERS,GLDN BEAR METERS,GLDN BEAR METERS,GLDN BEAR Acct#/Proj Code Amount 2001 - 8905 - SIERRA Inv#: 14961449- 306.46 2038 - 6071 Inv#: 14962710 301.24 2038 - 6071 Inv#: 14962710- 57.75 2038 - 6071 Inv#: 14963689 437.70 1001 - 6052 Inv#: 14972847 292.21 1028 - 6042 Inv#: 34936911 21.08 2002 - 6050 Inv#: 34951727 142.82 1001 - 6052 Inv#: 34967721 164.72 2001 - 7093 - GOLDEN Inv#: 34973174 1,082.60 2001 - 7093 - GOLDEN Inv#: 34973194 942.91 2001 - 7093 - GOLDEN Inv#: 34974184 14.88 Report Total: 3,764.37 07/19/2011 16:32:11 South Tahoe Public Utility District General Manager Richard K Soling Directors .Chris WAN James R. Jones May Lou Moebadbr Dib Rise Eric Schafer 1275 Meadow Crest Drive • South Lake Tahoe • CA 96150 -7401 Phone 530 544 -6474 • Fax 530 541 -0614 • www.stpud.us BOARD AGENDA ITEM 13a TO: Board of Directors FROM: Richard Solbrig, General Manager MEETING DATE: July 21, 2011 ITEM - PROJECT NAME: Conference with Legal Counsel - Existing Litigation REQUESTED BOARD ACTION: Direct staff. DISCUSSION: Pursuant to Section 54956.9(a) of the California Government code, Closed Session may be held for conference with legal counsel regarding existing litigation: False Claims Act Case: United States, the States of California, Delaware, Florida, Nevada, and Tennessee and the Commonwealths of Massachusetts and Virginia ex rel. John Hendrix v. J -M Manufacturing Company, Inc. and Formosa Plastics Corporation, U.S.A., Civil Action No. ED CV06-0055 -GW, United States District Court for the Central District of Califomia. SCHEDULE: COSTS: ACCOUNT NO: BUDGETED AMOUNT REMAINING: ATTACHMENTS: CONCURRENCE WITH REQUESTED ACTION: GENERAL MANAGER: YES if ( NO CHIEF FINANCIAL OFFICER: YES NO -49- CATEGORY: Water South Tahoe Public Utility District • • General Manager Richard EL Solbrlg anoctora QCefalu James R Jones Marylou Moebadar Dab Rise Eiic Schafer 1275 Meadow Crest Drive • South Lake Tahoe • CA 96150-7401 Phone 530 544-6474 • Fax 530 541 -0614 • www.stpud.us BOARD AGENDA ITEM 13b TO: Board of Directors FROM: Richard Solbrig, General Manager MEETING DATE: July 21, 2011 ITEM - PROJECT NAME: Conference with Legal Counsel - Existing Litigation REQUESTED BOARD ACTION: Direct Staff. DISCUSSION: Pursuant to Section 54956.9(a) of the California Government Code, Closed Session may be held for conference with legal counsel regarding existing litigation: Los Angeles County Superior Court, Case No. BC459943, State of Nevada, et al. v. J -M Manufacturing, et al. SCHEDULE: COSTS: ACCOUNT NO: BUDGETED AMOUNT REMAINING: ATTACHMENTS: CONCURRENCE WITH REQUESTED ACTION: GENERAL MANAGER: YES 42/41 NO CHIEF FINANCIAL OFFICER: YES NO —51— CATEGORY: South Tahoe Public Utility District General Manager Richard It So*rig Directors Oats Wahl Jaws R. Mary Lou Mosbachar Pals Rise Eric Schafer 1275 Meadow Crest Drive • South Lake Tahoe • CA 96150 -7401 Phone 530 544 -6474 • Fax 530 541- 0614 +wwwstpud.us BOARD AGENDA ITEM 13c TO: Board of Directors FROM: Dale Rise, Board President MEETING DATE: July 21, 2011 ITEM - PROJECT NAME: Public Employment - Legal Services Provider REQUESTED BOARD ACTION: Direct staff. DISCUSSION: Pursuant to Section 54957 of the California Government Code, Closed Session may be held for discussion pertaining to employment of legal services provider. SCHEDULE: COSTS: ACCOUNT NO: BUDGETED AMOUNT REMAINING: ATTACHMENTS: CONCURRENCE WITH REQUESTID ACTION: GENERAL MANAGER: YES It9�9 NO CHIEF FINANCIAL OFFICER: YES NO -53- CATEGORY: General