Resolution No. 3166-21 Loan Consolidation3
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the Rule, the Preliminary Official Statement in the form on file with the Clerk of the
Board and presented at this meeting, together with any changes therein or additions
thereto deemed advisable by an Authorized Officer upon consultation with Disclosure
Counsel. The Authorized Officers, each acting alone, are hereby authorized and
directed to execute an appropriate certificate stating the District's determination that
the Preliminary Official Statement is substantially final under the Rule. The Underwriter is
hereby authorized to distribute copies of said Preliminary Official Statement to persons
who may be interested in the initial purchase of the Bonds. The Authorized Officers,
each acting alone, are hereby authorized and directed, upon consultation with
Disclosure Counsel, to approve any changes in or additions to the Preliminary Official
Statement deemed necessary or desirable to bring it into the form of a final official
statement (the "Final Official Statement"), and the Final Official Statement shall be
executed in the name and on behalf of the District by any Authorized Officer, whose
execution thereof shall be conclusive evidence of approval of any such changes and
additions. The Board of Directors hereby authorizes the distribution of the Final Official
Statement by the Underwriter to all actual initial purchasers of the Bonds.
The Board of Directors hereby approves the Continuing Disclosure Certificate in
the form attached as an appendix to the Preliminary Official Statement, together with
any changes therein or additions thereto deemed advisable by an Authorized Officer
upon consultation with Disclosure Counsel. The Authorized Officers, each acting alone,
are hereby authorized and directed to execute the Continuing Disclosure Certificate,
for and in the name of the District, and the execution and delivery of the Continuing
Disclosure Certificate by an Authorized Officer shall be conclusive evidence of the
approval of any such changes or additions. The Board of Directors hereby authorizes
the delivery and performance of the Continuing Disclosure Certificate by the District.
Section 5. Bond Insurance. Any Authorized Officer, upon consultation with the
Municipal Advisor, may determine whether it is feasible and in the best interests of the
District to obtain a municipal bond insurance policy or a debt service reserve insurance
policy, or both, for the Bonds. If an Authorized Officer determines that it is in the best
interests of the District to obtain such insurance, any Authorized Officer is authorized to
accept a commitment from a municipal bond insurer to issue such insurance policies, in
the name and on behalf of the District. Each Authorized Officer is hereby individually
Resolution No. 3166-21 Page 4 March 18, 2021
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authorized to execute and deliver any customary agreement with the municipal bond
insurer providing the debt service reserve insurance policy. Bond Counsel is hereby
directed to make all changes to the Indenture, the Bond Purchase Agreement, the
Preliminary Official Statement and the Continuing Disclosure Certificate as are
necessary to reflect the selection of a municipal bond insurer and the reasonable
comments thereof.
Section Section 5852.1. The Board of Directors acknowledges that the good
faith estimates required by Section 5852.1 of the California Government Code are
disclosed in Exhibit A attached to this Resolution and are available to the public at the
meeting at which this resolution is approved.
Section 7. Professionals. The appointment of Jones Hall, A Professional Law
Corporation, as bond counsel ("Bond Counsel") and disclosure counsel ("Disclosure
Counsel"), and Bartle Wells Associates as municipal advisor ("Municipal Advisor"), are
hereby ratified and confirmed.
Section 8. Official Actions. The Authorized Officers, the Clerk of the Board and
all other officers of the District are each authorized and directed in the name and on
behalf of the District to: execute any and all certificates, requisitions, agreements,
notices, consents, instruments of conveyance, assignments and other documents,
which they or any of them deem necessary or appropriate in order to consummate the
sale and issuance of the Bonds, the refinancing of the SRF Loans and the 2011
Installment Sale Agreement, and the other transactions contemplated by the
documents approved pursuant to this Resolution. Whenever in this Resolution any
officer of the District is authorized to execute or countersign any document or take any
action, such execution, countersigning or action may be taken on behalf of such
officer by any person designated by such officer to act on their behalf in the case such
officer is absent or unavailable. All actions previously taken by the Authorized Officers,
the Clerk of the Board and all other officers of the District in furtherance of this
Resolution are hereby ratified and confirmed.
Section Effective Date. This Resolution shall take effect from and after the
date of its passage and adoption.
Resolution No. 3166-21 Page 5 March 18, 2021
1 WE, THE UNDERSIGNED, do hereby certify that the above and foregoing
2 Resolution No. 3166-21was duly adopted by the South Tahoe Public Utility District at a
3 Regular Meeting held on the 18th day of March, 2021, by the following vote:
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AYES: ROMSOS, PETERSON, SHEEHAN, EXLINE
NOES: NONE
ABSENT: CEFALU
ATTEST:
Melonie Guttry, Clerk of the Board South Tahoe Public Utility District
Resolution No. 3166-21 Page6 March 18, 2021
vid Peterson, Board Vice President South Tahoe Public Utility District