HomeMy WebLinkAbout3288-24 Authorizing Execution Delivery Sale of Wastewater Revenue Certificates of Participation2
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RESOLUTION NO. 3288-24
RESOLUTION OF THE BOARD OF DIRECTORS OF THE SOUTH TAHOE PUBLIC UTILITY DISTRICT
AUTHORIZING THE EXECUTION, DELIVERY AND SALE OF WASTEWATER REVENUE
CERTIFICATES OF PARTICIPATION TO FINANCE CAPITAL IMPROVEMENT PROJECTS, AND
APPROVING RELATED DOCUMENTS AND ACTIONS
WHEREAS, the South Tahoe Public Utility District (the "District") owns and operates
a public enterprise for the collection, storage, treatment and disposal of wastewater
within its service area (the "Wastewater System");
WHEREAS, the District is proceeding to finance certain capital improvement
projects for the Wastewater System, as specified in more detail in the hereinafter -
defined Installment Sale Agreement (collectively, the "Project");
WHEREAS, the CSDA Finance Corporation (the "Corporation") is a nonprofit
public benefit corporation formed for the purpose of assisting public agencies such as
the District in the financing of public capital improvements;
WHEREAS, in order to provide funds to finance the Project, the Corporation has
proposed to enter into an Installment Sale Agreement (the "Installment Sale
Agreement"), between the Corporation as seller and the District as purchaser, under
which the Corporation agrees to provide financing for the Project and to sell the
completed Project to the District in consideration of the agreement by the District to
pay the purchase price of the Project in semiannual installments (the "Installment
Payments");
WHEREAS, for the purpose of obtaining the moneys required to provide
financing to the District in accordance with the terms of the Installment Sale
Agreement, the Corporation and the District have agreed to enter into a Trust
Agreement (the "Trust Agreement") with U.S. Bank Trust Company, National
Association (the "Trustee"), under which the Corporation will assign and transfer certain
of its rights under the Installment Sale Agreement to the Trustee, and the Trustee will
agree to execute and deliver Certificates of Participation (the "Certificates"),
evidencing direct, undivided fractional interests in the Installment Payments;
WHEREAS, California Government Code Section 5852.1 requires that certain
financial information be obtained and disclosed with respect to the Certificates by the
Board of Directors of the District, and this information is set forth in Exhibit A attached
hereto;
WHEREAS, the Board of Directors has duly considered such transactions and
wishes at this time to approve such transactions in the public interests of the District;
THEREFORE, BE IT RESOLVED by the Board of Directors of the South Tahoe Public
Utility District, as follows:
Section 1. Approval of Financing Plan and Related Documents. The Board of
Directors hereby approves the execution, delivery and sale of the Certificates in the
maximum principal amount of $22,000,000 for the purpose of providing funds to
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finance the Project and pay all the costs of delivering the Certificates. To that end, the
Board of Directors hereby approves each of the following financing documents in
substantially the respective forms on file with the Secretary of the Board, together with
any changes therein or additions thereto approved by the Chair of the Board, the Vice
Chair of the Board, the General Manager, the Chief Financial Officer or a designee or
successor of any of them (each, an "Authorized Officer"), and the execution thereof
by an Authorized Officer shall be conclusive evidence of such approval:
41 Installment Sale Agreement between the District and the Corporation,
under which the Corporation agrees to provide funds to finance the Project in
consideration of semi-annual payments to be made by the District from the net
revenues of the Wastewater System; and
• Trust Agreement among the District, the Corporation and the Trustee,
whereby the Trustee agrees to execute and deliver the Certificates and to
apply the proceeds thereof to accomplish the purposes of the financing.
Each Authorized Officer, acting alone, is hereby authorized and directed for
and in the name and on behalf of the District to execute the final form of each of the
foregoing documents, and the Secretary of the Board is hereby authorized and
directed to attest to the final form of each of the foregoing documents, if necessary.
The schedule of semiannual payments attached to the Installment Sale Agreement
shall correspond to the payments of principal and interest represented by the
Certificates, to be determined upon the sale thereof.
Section 2. Approval of Preliminary Official Statement. The Board of Directors
hereby authorizes and approves the form of Preliminary Official Statement describing
the District, the Wastewater System and the Certificates on file with the Secretary of
the Board, together with such changes or alterations as may be approved by an
Authorized Officer. The Board hereby approves and deems nearly final within the
meaning of Rule 15c2-12 of the Securities Exchange Act of 1934, the Preliminary Official
Statement in the form on file with the Secretary of the Board, together with such
modifications thereto as may be approved by an Authorized Officer. An Authorized
Officer is hereby authorized and directed to (a) execute and deliver to the purchaser
of the Certificates a certificate deeming the Preliminary Official Statement to be final,
as of its date, within the meaning of such Rule, (b) approve any changes in or
additions to cause the Preliminary Official Statement to be put in final form, and (c)
execute the Final Official Statement for and in the name and on behalf of the District.
The Board of Directors hereby authorizes the distribution of the Preliminary Official
Statement and the Final Official Statement.
Section 3. Approval of Continuing Disclosure Certificate. The Board of Directors
hereby approves the Continuing Disclosure Certificate in substantially 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,
such approval to be conclusively evidenced by the execution and delivery thereof.
An Authorized Officer is hereby authorized and directed to execute the final form of
Resolution No. 3288-24
Page 2 of 4
December 5, 2024
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the Continuing Disclosure Certificate, for and in the name and on behalf of the District.
The Board of Directors hereby authorizes the delivery and performance of the
Continuing Disclosure Certificate.
Section 4. Approval of Certificate Purchase Contract. The Board of Directors
hereby authorizes and approves the negotiated sale of the Certificates to
Oppenheimer & Co. Inc., as underwriter (the "Underwriter") pursuant to a Purchase
Contract among the District, the Corporation and the Underwriter in the form on file
with the Secretary of the Board, together with such changes or alterations as may be
approved by an Authorized Officer; provided, that the principal amount of the
Certificates shall not exceed $22,000,000, the true interest cost of the Certificates shall
not exceed 5.50% and the Underwriter's discount (exclusive of any original issue
discount) shall not exceed 1.0% of the principal amount of the Certificates. The Board
hereby finds and determines that the sale of the Certificates at negotiated sale as
contemplated by the Certificate Purchase Agreement will result in a lower overall cost.
Section 5. Professional Services. In connection with the sale, execution and
delivery of the Certificates, the Board of Directors hereby confirms the engagement of
Bartle Wells Associates to act as municipal advisor to the District, and the firm of Jones
Hall, A Professional Law Corporation, to act as bond counsel and disclosure counsel to
the District. Any Authorized Officer is hereby authorized and directed to execute an
agreement with each such firm, in the respective forms on file with the Secretary of the
Board.
Section 6. Official Actions. The Chair of the Board, the Vice Chair of the Board,
the Secretary of the Board, the General Manager, the Chief Financial Officer, 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 do any and all things and take any and all
actions, including execution and delivery of any and all assignments, certificates,
requisitions, agreements, notices, consents, instruments of conveyance, warrants and
other documents, which they, or any of them, may deem necessary or advisable in
order to consummate the transactions described herein. Any such actions previously
taken by such officers in furtherance of this resolution are hereby ratified and
confirmed. 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 his or her behalf if such officer is absent or
unavailable.
Section 7. Effective Date. This Resolution shall take effect from and after the
date of its passage and adoption.
Resolution No. 3288-24
Page 3 of 4
December 5, 2024
1 WE, THE UNDERSIGNED, do hereby certify that the above and foregoing
2 Resolution No. 3288-24 was duly adopted and passed by the Board of Directors of the
South Tahoe Public Utility District at a regularly scheduled meeting held on the 5th day
3 of December, 2024, by the following vote:
4 AYES: Haven, Romsos,Sheehan, Exline
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NOES: None
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7 ABSENT: Peterson
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10 i ATTEST:
11 !�h6��
12 Melon ;ie Guttry, Glerk of th Board
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30 Resolution No. 3288-24
Page 4 of 4
December 5, 2024
Shane Romsos, Board Vice -President
South Tahoe Public Utility District
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EXHIBIT A
Government Code Section 5852.1 Disclosure
The good faith estimates set forth herein are provided with respect to the
Certificates in accordance with California Government Code Section 5852.1. Such
good faith estimates have been prepared by the underwriter of the Certificates and
the municipal advisor to the District.
(A) True interest cost of the Certificates: 4.42%
(B) Finance charge related to the execution and delivery of the Certificates
(sum of all costs of issuance and fees/charges paid to third parties): $290,000.
(C) Net proceeds to be received (net of finance charges): $18,540,000
(D) Total payment amount through maturity: $37,134,000