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Resolution No. 3072-17 Emergency Generator1 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. 3072-17 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 NOW, THEREFORE, BE IT RESOLVED, by the Board of Directors of the South Tahoe Public Utility District (the "District"): WHEREAS, the District wishes to finance capital improvements to its wastewater treatment system consisting of the acquisition and installation of a new emergency generator and related improvements at the District's wastewater treatment plant, and any other capital improvements to the District's wastewater system as determined by the District (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 JPMorgan Chase Bank, N.A. (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 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 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 between Public Property Financing Corporation of California, as seller, and the District, as purchaser (the "Installment Sale Agreement"), relating to the sale and purchase of the Project, so long as: the stated term of the Installment Sale Agreement does not extend beyond 15 years (except in the case of default); the interest rate on the Installment Sale Payments does not exceed 2.18%; and the principal amount of the Installment Sale Agreement does not exceed $5,000,000; and (b) an assignment agreement among the Corporation, the District and the Bank relating to the assignment by the Corporation of its right to receive installment payments under the Installment Sale Agreement; and (c) a costs of issuance custodian agreement between the District and a custodian bank relating to the establishment of a costs of issuance fund to pay the costs of the execution and delivery of the Installment Sale Agreement. 2. The District hereby approves the engagement of Jones Hall, A Professional Law Corporation, as bond counsel in connection with the execution and delivery of the Installment Sale Agreement, and the form of the Agreement for Legal Services between Jones Hall and the District is hereby approved, and the Chief Financial Officer is hereby authorized to execute said agreement on behalf of the District. 3. The Board President, the Vice President, the General Manager, the Chief Financial Officer and all other appropriate officials of the District are hereby authorized and directed to execute such other Agreements, Documents and Certificates as may be necessary to affect the purposes of this Resolution and the financing herein authorized. Resolution No. 3072-17 December 7, 2017 Page 2 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 4. This Resolution shall take effect upon its adoption by this Board of Directors. WE, THE UNDERSIGNED, do hereby certify that the above and foregoing Resolution No. 3072-17 was duly and regularly adopted and passed by the Board of Directors of the South Tahoe Public Utility District at a regular meeting held on the 7th day of December, 2017, by the following vote: AYES:Cefalu, Jones, Vogelgesang, Sheehan, Wallace NOES: None ABSENT: None I ATTEST: Melonie Guttry, elerk of the Board South Tahoe Public Utility District Resolution No. 3072-17 December 7, 2017 Page 3 Randy Vogelgesang, Board President South Tahoe Public Utility District