Resolution 2720-01
1 RESOLUTION NO. 2720-01
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A RESOLUTION OF THE BOARD OF DIRECTORS OF THE SOUTH TAHOE
3 PUBLIC UTILITY DISTRICT AUTHORIZING THE ISSUANCE AND SALE OF
WATER REVENUE REFUNDING BONDS FOR THE PURPOSE OF REFUNDING
4 THAT CERTAIN 1994 INSTALLMENT SALE AGREEMENT WITH LASALLE
5 NATIONAL BANK, AND RELATED MATTERS
6 RESOLVED, by the Board of Directors of the South Tahoe Public Utility District,
7 California (the "District"), as follows:
8 WHEREAS, the District entered into an Installment Sale Agreement, dated as of
9 October 31, 1994, between LaSalle National Bank and the District (the "1994 Installment
10 Sale Agreement") the proceeds of which were used to finance the construction of certain
11 improvements to the District's water system (the "Improvements"); and
12 WHEREAS, interest rates have declined since the 19941 nstallment Sale Agreement
13 was entered into, and the District will receive economic benefit by refunding the 1994
..., 14 Installment Sale Agreement; and
15 WHEREAS, the District, after due investigation and deliberation, has determined
16 that it is in the interests of the District at this time to provide for the issuance of its water
17 revenue refunding bonds, for the purpose of refunding the 1994 Installment Sale
18 Agreement; and
19 WHEREAS, Sections 53570 et seq., and 53580 et seq ., of the California
20 Government Code (the "Revenue Refunding Bond Law") authorizes the District to issue
21 its revenue bonds for the purpose of refunding revenue obligations of the District such as
22 the 1994 Installment Sale Agreement; and
23 NOW, THEREFORE, it is ORDERED and DETERMINED, as follows:
24 1. Issuance of Bonds. The Board of Directors hereby authorizes and approves the
25 issuance of a series of bonds under the Revenue Refunding Bond Law to be denominated
26 "South Tahoe Public Utility District Water Revenue Refunding Bonds, Series 2001" (the
'-' 27 "Series 2001 Bonds").
2. Purposes. The purposes for which the Series 2001 Bonds are proposed to be
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1 issued are to provide funds for the refunding of the 1994 Installment Sale Agreement, the
2 funding of a reserve fund for the Series 2001 Bonds, and the payment of costs of issuance
3 in connection therewith.
4 3. Minimum Savings. The Series 2001 Bonds may be issued and sold by
5 competitive bid pursuant to Section 8 hereof, so long as the net present value savings to
6 be accomplished through the issuance of the Series 2001 Bonds and the refunding of the
7 1994 Installment Sale Agreement are at least equal to four percent of the outstanding
8 principal amount of the 1994 Installment Sale Agreement or approximately $283,000. Such
9 savings shall be net of all expenses associated with the issuance of the Series 2001 Bonds.
10 4. Revenue Bonds. The Series 2001 Bonds are to be revenue bonds, payable
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exclusively from the revenues ofthe Water System of the District. Such revenues constitute
12 a trust fund for the security and payment of the principal or redemption price of and interest
13 on the Series 2001 Bonds, as further provided in the Indenture hereinafter approved.
14 5. Approval of Indenture of Trust. The Series 2001 Bonds shall be issued pursuant
15 to and secured by the Indenture of Trust, dated as of August 1, 2001, between BNY
16 Western Trust Company (the "Trustee") and the District (the "Indenture"), which is hereby
17 referred to and incorporated herein by reference. The Indenture, in substantially the form
18 on file with the Clerk of the Board and made part hereof as though set forth in full herein,
19 is hereby approved by the Board of Directors. The Board acknowledges that the Indenture
20 lists U.S. Trust Company, N.A. as the Trustee, but has been informed that that bank has
21 just merged with the Trustee, and instructs bond counsel to make the necessary revisions
22 to the Indenture (and other documents, such as the Escrow Agreement hereinafter
23 approved) to correct the name of the Trustee. The President (or his designee) and the
24 Clerk of the Board are hereby authorized and directed, for and in the name of the District,
25 to execute and deliver the Indenture in such form, together with such changes, insertions
26 and omissions as may be approved by the Bond Counsel and the officers executing the
27 Indenture, such execution to be conclusive evidence of such approval; and the Clerk of the
28 Board is hereby authorized and directed to attest such Indenture and affix the seal of the
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1 District thereto. The Board of Directors hereby authorizes the delivery and performance of
2 the Indenture.
3 6. Approval of Escrow Deposit and Trust Agreement. The President (or his
4 designee) is hereby authorized and directed, for and in the name and on behalf of the
5 District, to execute, and the Clerk of the Board is authorized to attest her signature and
6 affix the official seal of the District to the Escrow Deposit and Trust Agreement, in the form
7 on file with the Clerk of the Board, together with such changes, insertions and omissions
8 as may be approved by the Bond Counsel and the officers executing the Escrow Deposit
9 and Trust Agreement, such execution to be conclusive evidence of such approval. The
10 Board hereby authorizes the delivery and performance of the Escrow Deposit and Trust
11 Agreement.
12 7. Series 2001 Bonds. The Series 2001 Bonds shall be dated, shall bear interest
at the rates, shall mature on the dates, shall be issued in the form, shall be subject to
redemption, and shall otherwise be issued on the terms and conditions, all as set forth in
the Indenture and in accordance with this Resolution.
8. Sales of Series 2001 Bonds. The Board of Directors hereby approves the
competitive sale of the Series 2001 Bonds pursuant to the Official Notice of Sale, in
substantially the form on file with the Chief Financial Officer, together with any changes
therein or additions thereto suggested by the District's financial advisor, Bartle Wells
Associates (the "Financial Advisor"), and approved by the Chief Financial Officer, so long
as interest savings identified in Section 3 are achieved. The Official Notice of Sale is
hereby approved for use in the sale of the Series 2001 Bonds, and the Chief Financial
Officer is hereby authorized and directed to award the sale of the Bonds to the firm offering
24 the best bid for the purchase of the Bonds.
9. Official Statement. The Board of Directors hereby approves the preliminary
Official Statement describing the Series 2001 Bonds, in substantially the form on file with
the Clerk of the Board, together with any changes therein or additions thereto deemed
advisable by the Chief Financial Officer or the General Manager. The Board of Directors
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1 approves and authorizes the distribution by the Financial Advisor of the preliminary Official
2 Statement to prospective purchasers of the Series 2001 Bonds, and authorizes and directs
3 the Chief Financial Officer and the General Manager, on behalf of the District, to deem
4 "final" pursuant to Rule 15c1-12 under the Securities Exchange Act of 1934 (the "Rule") the
5 preliminary Official Statement prior to its distribution by the Underwriter.
6 The Chief Financial Officer and the General Manager are authorized and directed
7 to cause the preliminary Official Statement to be brought into the form of a final Official
8 Statement and to execute said final Official Statement, dated as of the date of the sale of
9 the Series 2001 Bonds, and a statement that the facts contained in the final Official
10 Statement, and any supplement or amendment thereto (which shall be deemed an original
11 part thereof for the purpose of such statement) were, at the time of sale of the Series 2001
12 Bonds, true and correct in all material respects and that the final Official Statement did not,
13 on the date of sale ofthe Series 2001 Bonds, and does not, as of the date of delivery ofthe
14 Series 2001 Bonds, contain any untrue statement of a material fact with respect to the
15 District or omit to state material facts with respect to the District required to be stated where
16 necessary to make any statement made therein not misleading in the light of the
17 circumstances under which it was made. The Chief Financial Officer and the General
18 Manager shall take such further actions prior to the signing of the final Official Statement
19 as are deemed necessary or appropriate to verify the accuracy thereof. The execution of
20 the final Official Statement, which shall include such changes and additions thereto deemed
21 advisable by the Chief Financial Officer and the General Manager and such information
22 permitted to be excluded from the preliminary Official Statement pursuant to the Rule, shall
23 be conclusive evidence of the approval of the final Official Statement by the District.
24 The final Official Statement, when prepared, is approved for distribution in connection
25 with the offering and sale of the Series 2001 Bonds.
26 10. Further Authority. The Chief Financial Officer is authorized to accept on behalf
27 of the District a municipal bond guaranty insurance policy and to restrict Authorized
28 Investments in accordance with the terms of said policy.
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Resolution 2720-01
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1 11. Delivery of Series 2001 Bonds. The Series 2001 Bonds shall be delivered to the
2 purchaser thereof. This District shall execute and the Trustee shall authenticate and deliver
3 the Series 2001 Bonds upon receipt of the purchase price and shall credit the proceeds as
4 provided in the Indenture.
5 12. Effective Date. This Resolution shall take effect from and after the date of its
6 passage and adoption.
7 PASSED AND ADOPTED at a duly held Regular Meeting of the Board of Directors
8 of the South Tahoe Public Utility District on the 5th day of July, 2001 by the following vote:
9 AYES: Directors Wallace, Schafer, Jones, Strohm, Mosbacher
10 NOES: None
11 ABSENT: None
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Duane Wallace, President of the Board
South Tahoe Public Utility District
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16 ATTEST:
17 Kathy Shar
Secretary 0
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erk of the Bo rd and Ex-Officio
e Board of Directors