Resolution 2926-13 i
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1 RESOLUTION NO. 2926-13 �
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3 A RESOLUTION BY THE BOARD OF DIRECTORS OF THE SOUTH TAHOE
PUBLIC UTILITY DISTRICT AUTHORIZING THE EXECUTION AND DELIVERY �
4 OF A LOAN AGREEMENT TO REFINANCE A 2007 SEWER REVENUE !
INSTALLMENT SALE AGREEMENT OF THE DISTRICT, AND APPROVING
5 RELATED AGREEMENTS AND ACTIONS
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7 WHEREAS, the South Tahoe Public Utility District (the "District") is authorized
pursuant to the provisions of Articles 10 and 1 1, Chapter 3, Part 1, Division 2, Title 5
$ (commencing with Section 53570J of the California Government Code, as amended
9 (the "Bond Law"), to issue its revenue bonds for the purposes of financing and '
refinancing improvements to the Sewer System operated by the District (the "Sewer
10 System"); and '
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11 WHEREAS, in order to finance certain capital improvements made to the Sewer �
�2 System, the District has previously entered and delivered an Installment Sale
Agreement, dated as of August 1, 2007 (the "2007 Installment Sale Agreement"),
13 between the District and Pub�ic Property Financing Corporation of California (the
14 ��Corporation"), in the principal amount of$10,000,000, pursuant to Section 16431 of the ;
California Public Utilities Code, and installment payments under the 2007 Installment �
15 Sale Agreement are presently outstanding in the principal amount of$8,006,390.13; and .
16 WHEREAS, under the 2007 Installment Sale Agreement, the District has the right to R
prepay installment payments due under the 2007 Installment Sale Agreement (the �
�� "2007 Installment Payments") at any time; and ?
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WHEREAS, the District wishes at this time to refinance the 2007 Installment Sale i
19 Agreement, in accordance with the terms thereof, and thereby realize interest savings; �
20 and :
21 WHEREAS, under the Bond Law, the term "bonds" includes bonds, notes, and �
other forms of obligations, such as loan agreements; and
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23 WHEREAS, the Board of Directors wishes at this time to authorize the execution
and delivery of a Loan Agreement, between the District and the Compass Bank (the •
24 "Loan Agreement") under the Bond Law to refinance the 2007 Installment Sale �
Agreement; and
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26 WHEREAS, the Loan Repayments due under the Loan Agreement will be secured
by a pledge of and lien on the Net Revenues of the Sewer System; and �
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WHEREAS, the Board of Directors of the District has duly considered such
28 transactions and wishes at this time to approve said transactions in the public interests
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of the District; �
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30 XXXX :
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� NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the South Tahoe
2 Public Utility District as follows:
3 Section 1. Approval of Loan Agreement. The Board of Directors hereby
4 authorizes the incurrence of the Loan under the provisions of the Bond Law, in a
principal amount not to exceed $8,400,000, for the purpose of providing funds to
5 refinance the 2007 Installment Sale Agreement, pursuant to the Loan Agreement, which
is hereby approved in substantially the form on file with the Clerk of the Board, together
6 with any changes therein or additions thereto deemed advisable by the District's
� General Manager or Chief Financial Officer. The President of the Board is hereby
authorized and directed to execute and deliver, and the Clerk of the Board to attest,
8 the Loan Agreement on behalf of the District, and the execution of the Loan
Agreement by the President of the Board shall be conclusive evidence of the approval
9 of such changes and additions. The Board of Directors hereby authorizes the delivery
10 and performance of the Loan Agreement.
11 Section 2. Re�nancing of the 2007 Instaliment Sale Agreement. The Board of
Directors hereby authorizes and approves the refinancing of the 2007 Installment Sale
�2 Agreement from the proceeds of the Loan. The refinancing of the 2007 Installment Sale
13 Agreement shall be accomplished as provided in the Loan Agreement.
14 Section 3. Engagement of P�ofessional Services. In connection with the
15 preparation, execution and delivery of the Loan Agreement, the Board of Directors
hereby authorizes the firm of Jones Hall, A Professional Law Corporation, to act as bond
16 counsel to the District, and Bartle Wells Associates, to act as financial advisor for the
District. The Chief Financial Officer is hereby authorized and directed to execute
17 agreements with such firms, in the forms on file with the Clerk of the Board.
�$ Section 4. Official Actions. The President, the General Manager, the Chief
�g Financial Officer, the Clerk of the Board and any and all other officers of the District are
hereby authorized and directed, for and in the name and on behalf of the District, to
2� do any and all things and take any and all actions, including execution and delivery of
2� any and all assignments, certificates, requisitions, agreements, notices, consents,
instruments of conveyance, warrants and other documents, which they, or any of them,
22 may deem necessary or advisable in order to consummate the transactions described
herein. Whenever in this resolution any officer of the District is authorized to execute or
23 countersign any document or take any action, such execution, countersigning or
24 action may be taken on behalf of such officer by any person designated by such
officer to act on his or her behalf if such officer is absent or unavailable.
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Section 5. Effective Date. This Resolution shall take effect from and after the
26 date of its passage and adoption.
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30 XXXX
� WE, THE UNDERSIGNED, do hereby certify that the above and foregoing
2 resolution was duly and regularly adopted and passed by the Board of Directors of the
South Tahoe Public Utility District at a regular meeting duly held on the 18th day of April,
3 2013, by the following vote:
4 AYES: Cefalu, Jones, Vogelgesang, Schafer
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NOES: None
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7 ABSENT: Sheehan
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9 Eric Schafer, oar President
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ATTEST:
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Kathy Sharp, Clerk of the Board
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