Resolution 2917-12 29072-29 JH:ACH 08/13/12
08/29/12
RESOLUTION NO. 2917-12
RESOLUTION OF THE BOARD OF DIRECTORS OF THE SOUTH TAHOE
PUBLIC UTILITY DISTRICT AUTHORIZING AND DIRECTING THE EXECUTION
OF AN INSTALLMENT SALE AGREEMENT WITH PUBLIC PROPERTY
FINANCING CORPORATION OF CALIFORNIA FOR THE PURPOSE OF
REFINANCING WASTEWATER IMPROVEMENTS, AND AUTHORIZING AND
APPROVING RELATED DOCUMENTS AND ACTIONS
RESOLVED, by the Board of Directors of the South Tahoe Public Utility District (the
"District"):
WHEREAS, the District owns and operates facilities and property for the collection,
treatment and disposal of wastewater within the service area of the District (the "Sewer
Enterprise"), and has heretofore financed the costs of acquiring and constructing various
improvements to the Sewer Enterprise (the Improvements");
WHEREAS, Public Property Financing Corporation of California (the "Corporation") was
formed for the purpose of assisting public agencies such as the District in the financing and
refinancing of facilities and property useful to such agencies, and the Seller entered into an
installment Sale Agreement, dated as of May 1, 2004, by and between the District and the
Corporation (the "2004 Installment Sale Agreement") under which the Corporation agreed to
acquire and construct the Improvements and to sell the Improvements back to the District in
consideration of the agreement by the District to pay the purchase price of the Improvements in
semiannual installments (the "2004 Installment Payments");
WHEREAS, for the purpose of obtaining the moneys required to finance the Sewer
System Improvements in accordance with the terms of 2004 Installment Sale Agreement, the
Corporation assigned and transferred certain of its rights under the 2004 Installment Sale
Agreement to BNY Western Trust Company (the predecessor to The Bank of New York Mellon
Trust Company, N.A.), as trustee (the "2004 Trustee") under a Trust Agreement dated as of
May 1, 2004, among the District, the Corporation and the 2004 Trustee, under which the 2004
Trustee executed and delivered Sewer Revenue Certificates, Series 2004, in the aggregate
principal amount of$15,000,000 (the "2004 Certificates"), evidencing direct, undivided fractional
interests in the 2004 Installment Payments;
WHEREAS, to achieve interest savings, the District has determined to refinance the
2004 Installment Payments and, thereby the 2004 Certificates, by prepaying the 2004
Installment Payments in full in order to complete the District's purchase of the Improvements
and, thereby, permit the District to resell the Improvements back to the Seller for repurchase by
the District pursuant to an Installment Sale Agreement, dated as of September 1, 2012, by and
between the District and the Corporation (the "Installment Sale Agreement")
WHEREAS, for the purpose of obtaining the purchase price to be paid by the
Corporation for the Improvements to be resold to the Corporation, which purchase price the
District will use to prepay the 2004 Installment Payments and, thereby, redeem and pay in full
the 2004 Certificates, as provided in the 2004 Certificates Escrow Deposit and Trust
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Agreement, dated as of September 1, 2012 by and among the District, the Corporation and the
• 2004 Trustee.
WHEREAS, the Corporation will assign and transfer certain of its rights under the
Installment Sale Agreement to Compass Mortgage Corporation under an Assignment
Agreement, dated as of September 1, 2012, by and between the Corporation and the Bank; and
WHEREAS, the Installment Sale Agreement and the 2004 Certificates Escrow Deposit
and Trust Agreement 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 Installment Sale Agreement and the 2004 Certificates Escrow Deposit and Trust
Agreement are hereby approved so long as the stated term of the Installment Sale Agreement
does not extend beyond twelve (12) years (except in the case of default), so long as the true
interest cost of the Installment Sale Agreement does not exceed 2.50%, and so long as the
principal amount of the Installment Sale Agreement does not exceed $10,750,000, and the
President and the Vice President of the Board of Directors, the General Manager and the Chief
Financial Officer of the District (each, an "Authorized 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 officers, and the Clerk of the Board is hereby authorized and
directed to attest to such official's and officer's signature.
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 compensation and expenses for such services shall be as approved by
the Chief Financial Officer upon execution and delivery of the Installment Sale Agreement.
3. Each Authorized Officer is hereby authorized and directed to execute such other
agreements, documents and certificates as may be necessary to effect the purposes of this
resolution and the financing herein authorized.
4. This Resolution shall take effect upon its adoption by this Board of Directors.
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PASSED AND ADOPTED by the Board of Directors of South Tahoe Public Utility District
at a duly held regular meeting on the 6th day of September, 2012, by the following roll call vote:
AYES: Cefalu, Jones, Vogelgesang, Schafer
NOES: None
ABSENT: Sheehan
Member
Eric Schafe , Pre; ent, Board of Directors
South Tahoe Public Utility District
ATTEST:
400 may' -4__•.
Kathy Sharp, e of the Board
• South Tahoe '• •lic Utility District
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