HomeMy WebLinkAbout2024.12.05 District Board Agenda Packet 12-5-24 SOUTH TAHOE PUBLIC UTILITY DISTRICT
REGULAR BOARD MEETING AGENDA
Thursday, December 5, 2024 - 2:00 p.m.
District Board Room
1275 Meadow Crest Drive, South Lake Tahoe, California
David Peterson, President BOARD MEMBERS Kelly Sheehan, Director
Nick Haven, Director Shane Romsos, Vice President Nick Exline, Director
Paul Hughes, General Manager Andrea Salazar, Chief Financial Officer
1. CALL TO ORDER REGULAR MEETING – PLEDGE OF ALLEGIANCE (At this time, please silence phones and
other electronic devices so as not to disrupt the business of the meeting.)
2. ADMINISTER OATHS OF OFFICE
(Terms Commence December 6, 2024)
Kelly Sheehan, Director
Joel Henderson, Director
3. COMMENTS FROM THE PUBLIC (This is an opportunity for members of the public to address the Board on
any short non-agenda items that are within the subject matter jurisdiction of the District. No discussion or action can
be taken on matters not listed on the agenda, per the Brown Act. Each member of the public who wishes to
comment shall be allotted five minutes.)
4. CORRECTIONS TO THE AGENDA OR CONSENT CALENDAR (For purposes of the Brown Act, all Action and
Consent items listed give a brief description of each item of business to be transacted or discussed.
Recommendations of the staff, as shown, do not prevent the Board from taking other action.)
5. ADOPTION OF CONSENT CALENDAR (Any item can be removed to be discussed and considered separately
upon request. Comments and questions from members of the public, staff or Board can be taken when the
comment does not necessitate separate action.)
6. CONSENT ITEMS BROUGHT FORWARD FOR SEPARATE DISCUSSION/ACTION
7. ITEMS FOR BOARD ACTION
a. Al Tahoe/Bayview Well Backup Power Project, Al Tahoe Well Rehabilitation Project, and
Luther Pass Pump Station Fuel Storage Augmentation Project
(Mark Seelos, Water Resources Manager)
Authorize staff to advertise for construction bids for the Al Tahoe/Bayview Well Backup
Power Project, Al Tahoe Well Rehabilitation Project, and Luther Pass Pump Station Fuel
Storage Augmentation Project.
REGULAR BOARD MEETING AGENDA – December 5, 2024 PAGE – 2
b. CAD Design and Drafting Consulting Services
(Brent Goligoski, Senior Engineer)
1) Approve the proposed Scope of Work from CAD Designing Solutions for On-Call CAD
Design and Drafting Services; and 2) Authorize the General Manger to approve and
sign Task Order No. 2 with CAD Designing Solutions, LLC in an amount not to exceed
$250,000
c. Wastewater Certificates of Participation (COP)
(Andrea Salazar, Chief Financial Officer)
Approve Resolution No. 3288-24, a 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 not to exceed $22 Million maximum
principal amount.
d. Water Certificates of Participation (COP)
(Andrea Salazar, Chief Financial Officer)
Approve Resolution No. 3289-24, a resolution of the Board of Directors of the South
Tahoe Public Utility District authorizing the execution, delivery and sale of Water
Revenue Certificates of Participation to finance capital improvement projects and
approving related documents and actions not to exceed $16 Million maximum
principal amount.
8. STANDING AND AD-HOC COMMITTEES AND LIAISON REPORTS (Discussions may take place; however,
no action will be taken.)
9. BOARD MEMBER REPORTS (Discussions may take place; however, no action will be taken.)
10. STAFF/ATTORNEY REPORTS (Discussions may take place; however, no action will be taken.)
11. GENERAL MANAGER REPORT (Discussion may take place; however, no action will be taken.)
12. NOTICE OF PAST AND FUTURE MEETINGS/EVENTS
Past Meetings/Events
11/21/2024 – 2:00 p.m. Regular Board Meeting at the District
Future Meetings/Events
12/11/2024 – 10:00 a.m. El Dorado Water Agency Meeting in Placerville
12/11/2024 – 3:30 p.m. Operations Committee Meeting at the District
12/19/2024 - 2:00 p.m. Regular Board Meeting at the District
13. ITEMS FOR CLOSED SESSION (The Board will adjourn to Closed Session to discuss items identified below. Closed
Session is not open to the public; however, an opportunity will be provided at this time if members of the public
would like to comment on any item listed – three minute limit.)
a. Pursuant to Government Code Section 54957.6(a)/Conference with Labor
Negotiators re: Memorandum of Understanding with Stationary Engineers, Local 39.
Present at this Closed Session will be Agency Negotiators: Paul Hughes, General Manager;
Andrea Salazar, Chief Financial Officer; Liz Kauffman, Human Resources Director.
REGULAR BOARD MEETING AGENDA – December 5, 2024 PAGE – 3
b. Pursuant to Government Code Section 54957.6(a)/Conference with Labor
Negotiators re: Memorandum of Understanding with Management Group.
Present at this Closed Session will be Agency Negotiators: Paul Hughes, General Manager;
Andrea Salazar, Chief Financial Officer; Liz Kauffman, Human Resources Director.
ADJOURNMENT (The next Regular Board Meeting is Thursday, December 19, 2024, at 2:00 p.m.)
The South Tahoe Public Utility District Board of Directors regularly meets the first and third Thursday of each month. A complete Agenda
packet is available for review at the meeting and at the District office during the hours of 8:00 a.m. and 5:00 p.m., Monday through Friday.
A recording of the meeting is retained for 30 days after Minutes of the meeting have been approved. Items on the Agenda are numbered
for identification purposes only and will not necessarily be considered in the order in which they appear. Designated times are for particular
items only. Public Hearings will not be called to order prior to the time specified, but may occur slightly later than the specified time.
Public participation is encouraged. Public comments on items appearing on the Agenda will be taken at the same time the Agenda items
are heard; comments should be brief and directed to the specifics of the item being considered. Please provide the Clerk of the Board with
a copy of all written materials presented at the meeting. Comments on items not on the Agenda can be heard during “Comments from
the Audience;” however, action cannot be taken on items not on the Agenda.
Backup materials relating to an open session item on this Agenda, which are not included with the Board packet, will be made available
for public inspection at the same time they are distributed or made available to the Board, and can be viewed at the District office, at the
Board meeting and upon request to the Clerk of the Board.
The meeting location is accessible to people with disabilities. Every reasonable effort will be made to accommodate participation of the
disabled in all of the District’s public meetings. If particular accommodations are needed, please contact the Clerk of the Board at (530)
544-6474, extension 6203. All inquiries must be made at least 48 hours in advance of the meeting.
REGULAR BOARD MEETING AGENDA – December 5, 2024 PAGE – 4
SOUTH TAHOE PUBLIC UTILITY DISTRICT
CONSENT CALENDAR
Thursday, December 5, 2024
ITEMS FOR CONSENT
a. MEYERS STREAM ENVIRONMENT ZONE - EROSION CONTROL PROJECT - WATERLINE RELOCATION
(Megan Colvey, Principal Engineer)
Authorize the General Manager to increase the amount of the Construction and Funding
Agreement with the County of El Dorado for the Meyers Stream Environment Zone – Erosion
Control Project – Waterline Relocation in the amount of $30,847.00.
b. FALLEN LEAF LAKE MAIN STATION GENERATOR REPLACEMENT
(Cliff Bartlett, Fleet/Equipment Supervisor )
Approve purchase of one 40 kW diesel generator to replace the Fallen Leaf Lake sewer station
generator from Smith Power/MTU for the cost of $35,864 plus tax.
c. RECEIVE AND FILE PAYMENT OF CLAIMS (Greg Dupree, Accounting Manager)
Receive and file Payment of Claims in the amount of $1,496,899.98.
d. REGULAR BOARD MEETING MINUTES: November 21, 2024
(Melonie Guttry, Executive Services Manager/Clerk of the Board)
Approve November 21, 2024, Minutes.
BOARD AGENDA ITEM 4a
TO: Board of Directors
FROM: Megan Colvey, Principal Engineer
MEETING DATE: December 5, 2024
ITEM – PROJECT NAME: Meyers Stream Environment Zone - Erosion Control Project -
Waterline Relocation
REQUESTED BOARD ACTION: Authorize the General Manager to increase the amount of
the Construction and Funding Agreement with the County of El Dorado for the Meyers
Stream Environment Zone – Erosion Control Project – Waterline Relocation in the amount
of $30,847.00.
DISCUSSION: On April 20, 2023, the Board of Directors authorized the District to enter into
a Construction and Funding Agreement with the County of El Dorado (County) to
provide for relocation of a waterline in an amount not to exceed $502,706.00.
Under the Erosion Control Project, the County installed improvements including a
retention basin, storm drain lines, manholes, and a roadside drainage channel. The
storm drain improvements required the relocation of District facilities including
approximately 750 linear feet of waterline, seven (7) water service lines, and one (1) fire
hydrant. Construction by the County’s contractor, MKD Construction, Inc. (MKD), was
completed in October 2024. The total project expenditures for the District’s waterline
relocation work was $521,475.00.
MKD performed final paving of the project area in September 2024. Since the County’s
contractor was in the area, the District Operations Department requested that MKD
perform patch paving repairs at the intersection of Geronimo Way and East San
Bernardino Avenue for a sewer trench repair completed in 2019. The County is
preparing a change order to MKD for the patch paving repair in the amount of $12,078,
which will be reimbursed by the District.
Therefore, the total reimbursement amount owed to the County under the Construction
and Funding Agreement is $533,553. District staff is requesting that the Board authorize
an increase of $30,847 to the Agreement reimbursement amount.
General Manager
Paul Hughes
Directors
Nick Haven
Shane Romsos
David Peterson
Kelly Sheehan
Nick Exline
Megan Colvey
Page 2
December 5, 2024
SCHEDULE: ASAP
COSTS: $30,847
ACCOUNT NO: 20.30.7091 ($18,769 Meyers SEZ Erosion Control – Waterline Relocation);
10.22.6043 ($12,078 Geronimo Way Sewer Trench Patch Paving)
BUDGETED AMOUNT AVAILABLE: $37,000
ATTACHMENTS: N/A
___________________________________________________________________________________
CONCURRENCE WITH REQUESTED ACTION: CATEGORY: Water/Sewer
GENERAL MANAGER: YES NO
CHIEF FINANCIAL OFFICER: YES NO
BOARD AGENDA ITEM 4b
TO: Board of Directors
FROM: Cliff Bartlett, Fleet/Equipment Supervisor
MEETING DATE: December 5, 2024
ITEM – PROJECT NAME: Fallen Leaf Lake Main Station Generator Replacement
REQUESTED BOARD ACTION: Approve purchase of one 40 kW diesel generator to
replace the Fallen Leaf Lake sewer station generator from Smith Power/MTU for the cost
of $35,864 plus tax.
DISCUSSION: The current generator at Fallen Leaf Lake is not operational at this time
and needs to be replaced. The generator end is not producing voltage due to internal
failure. This generator was installed in 1993 and currently has 1330 hours of use and is out
of compliance with the California Air Resources Board regulations. This is critical for
backup power for the Fallen Leaf system. There is currently a portable generator there
to provide backup power.
SCHEDULE: As soon as possible
COSTS: $35,864 plus tax.
ACCOUNT NO: 10.28.8063
BUDGETED AMOUNT AVAILABLE: $60,000
ATTACHMENTS: N/A
___________________________________________________________________________________
CONCURRENCE WITH REQUESTED ACTION: CATEGORY: Sewer
GENERAL MANAGER: YES NO
CHIEF FINANCIAL OFFICER: YES NO
General Manager
Paul Hughes
Directors
Nick Haven
Shane Romsos
David Peterson
Kelly Sheehan
Nick Exline
Type text here
PAYMENT OF CLAIMS
Payroll 619,108.15
Total Payroll 619,108.15
AFLAC/WageWorks claims and fees 110.50
Total Vendor EFT 110.50
Weekly Approved Check Batches Water Sewer Total
152,076.61 725,604.72 877,681.33
Total Accounts Payable Checks 877,681.33
Grand Total $1,496,899.98
Payroll EFTs & Checks 11/26/2024
EFT CA Employment Taxes & W/H 29,734.39
EFT Federal Employment Taxes & W/H 132,164.07
EFT CalPERS Contributions 91,280.83
EFT Empower Retirement-Deferred Comp 26,266.48
EFT Stationary Engineers Union Dues 3,201.72
EFT CDHP Health Savings (HSA) 5,197.25
EFT Employee Direct Deposits 327,855.76
CHK Employee Garnishments 304.94
CHK Employee Paychecks 3,102.71
Total 619,108.15
FOR APPROVAL
December 5, 2024
11/26/24
Wednesday, November 20, 2024
Invoice Number Invoice Description Status Held Reason Invoice Date Due Date G/L Date Received Date Payment Date Invoice Net Amount
Vendor 43721 - ACWA/JPIA
0704169 ACWA Medical/Vision Insurance Paid by EFT #2717 10/02/2024 11/20/2024 11/30/2024 11/20/2024 232,122.38
Vendor 43721 - ACWA/JPIA Totals Invoices 1 $232,122.38
Vendor 48605 - AIRGAS USA LLC
9155256441 Field, Shop & Safety Supplies
Inventory
Paid by EFT #2718 10/31/2024 11/20/2024 11/30/2024 11/20/2024 241.30
Vendor 48605 - AIRGAS USA LLC Totals Invoices 1 $241.30
Vendor 43949 - ALPEN SIERRA COFFEE ROASTING CO
242809 Office Supply Issues Paid by EFT #2719 11/12/2024 11/20/2024 11/30/2024 11/20/2024 116.75
242810 Office Supply Issues Paid by EFT #2719 11/12/2024 11/20/2024 11/30/2024 11/20/2024 67.50
Vendor 43949 - ALPEN SIERRA COFFEE ROASTING CO Totals Invoices 2 $184.25
Vendor 10954 - ALPINE METALS
48690 Shop Supplies Paid by EFT #2720 10/01/2024 11/20/2024 11/30/2024 11/20/2024 181.40
Vendor 10954 - ALPINE METALS Totals Invoices 1 $181.40
Vendor 49337 - AMAZON CAPITAL SERVICES INC.
1W7Q-GGPL-3MYH Office Supplies Paid by EFT #2721 10/28/2024 11/20/2024 11/30/2024 11/20/2024 20.64
1CCY-NF4J-L7T6 Computer Purchases Paid by EFT #2721 10/30/2024 11/20/2024 11/30/2024 11/20/2024 179.80
Vendor 49337 - AMAZON CAPITAL SERVICES INC. Totals Invoices 2 $200.44
Vendor 45202 - AT&T MOBILITY
287306407514 O24 Telephone Paid by EFT #2722 11/02/2024 11/20/2024 11/30/2024 11/20/2024 4,256.90
Vendor 45202 - AT&T MOBILITY Totals Invoices 1 $4,256.90
Vendor 48000 - AT&T/CALNET 3
000022532567 Telephone Paid by EFT #2723 11/01/2024 11/20/2024 11/30/2024 11/20/2024 30.77
000022532569 Telephone Paid by EFT #2723 11/01/2024 11/20/2024 11/30/2024 11/20/2024 30.77
000022537768 Telephone Paid by EFT #2723 11/01/2024 11/20/2024 11/30/2024 11/20/2024 1,740.78
000022554524 Telephone Paid by EFT #2723 11/07/2024 11/20/2024 11/30/2024 11/20/2024 30.82
000022554525 Telephone Paid by EFT #2723 11/07/2024 11/20/2024 11/30/2024 11/20/2024 30.82
000022554527 Telephone Paid by EFT #2723 11/07/2024 11/20/2024 11/30/2024 11/20/2024 38.21
Vendor 48000 - AT&T/CALNET 3 Totals Invoices 6 $1,902.17
Vendor 49419 - BEND GENETICS LLC
ST2414 Monitoring Paid by EFT #2724 11/11/2024 11/20/2024 11/30/2024 11/20/2024 800.00
Vendor 49419 - BEND GENETICS LLC Totals Invoices 1 $800.00
Vendor 45009 - BENTLY RANCH
212407 Biosolid Disposal Costs Paid by EFT #2725 11/06/2024 11/20/2024 11/30/2024 11/20/2024 984.90
Vendor 45009 - BENTLY RANCH Totals Invoices 1 $984.90
Vendor 48291 - BEST BEST & KRIEGER LLP
1011435 Personnel Legal Paid by EFT #2726 11/08/2024 11/20/2024 11/30/2024 11/20/2024 230.40
Vendor 48291 - BEST BEST & KRIEGER LLP Totals Invoices 1 $230.40
Vendor 48767 - CALIFORNIA LAB SERVICE
4110168 Monitoring Paid by EFT #2727 11/07/2024 11/20/2024 11/30/2024 11/20/2024 414.00
4110367 Monitoring Paid by EFT #2727 11/12/2024 11/20/2024 11/30/2024 11/20/2024 264.00
Vendor 48767 - CALIFORNIA LAB SERVICE Totals Invoices 2 $678.00
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Payment of Claims
Payment Date Range 11/15/24 - 11/27/24
Report By Vendor - Invoice
Summary Listing
Invoice Number Invoice Description Status Held Reason Invoice Date Due Date G/L Date Received Date Payment Date Invoice Net Amount
Vendor 49220 - CAMPORA PROPANE
7884900 Propane Paid by EFT #2728 11/08/2024 11/20/2024 11/30/2024 11/20/2024 424.53
7980149 Propane Paid by EFT #2728 11/08/2024 11/20/2024 11/30/2024 11/20/2024 671.47
Vendor 49220 - CAMPORA PROPANE Totals Invoices 2 $1,096.00
Vendor 48406 - CHARTER COMMUNICATIONS
176157701110124 Telephone Paid by EFT #2729 11/01/2024 11/20/2024 11/30/2024 11/20/2024 149.98
Vendor 48406 - CHARTER COMMUNICATIONS Totals Invoices 1 $149.98
Vendor 48654 - D&H BROADCASTING LLC
4707 Public Relations Expense Paid by EFT #2730 11/12/2024 11/20/2024 11/30/2024 11/20/2024 1,120.00
Vendor 48654 - D&H BROADCASTING LLC Totals Invoices 1 $1,120.00
Vendor 43649 - DOUGLAS DISPOSAL
2947171 Grounds & Maintenance Paid by EFT #2731 11/01/2024 11/20/2024 11/30/2024 11/20/2024 483.00
2947205 Refuse Disposal Paid by EFT #2731 11/01/2024 11/20/2024 11/30/2024 11/20/2024 22.60
Vendor 43649 - DOUGLAS DISPOSAL Totals Invoices 2 $505.60
Vendor 49573 - EUROFINS TESTAMERICA
3800068175 Monitoring Paid by EFT #2732 11/14/2024 11/20/2024 11/30/2024 11/20/2024 40.00
Vendor 49573 - EUROFINS TESTAMERICA Totals Invoices 1 $40.00
Vendor 14890 - FEDEX
8-675-38808 Postage Expenses Paid by EFT #2733 11/08/2024 11/20/2024 11/30/2024 11/20/2024 24.87
Vendor 14890 - FEDEX Totals Invoices 1 $24.87
Vendor 15000 - FISHER SCIENTIFIC
6428309 Laboratory Supplies Paid by EFT #2734 10/25/2024 11/20/2024 11/30/2024 11/20/2024 186.94
Vendor 15000 - FISHER SCIENTIFIC Totals Invoices 1 $186.94
Vendor 48715 - FLEETCREW -ANELLE MGMT SRV
55652 Contractual Services Paid by EFT #2735 08/13/2024 11/20/2024 11/30/2024 11/20/2024 605.20
55653 Contractual Services Paid by EFT #2735 08/13/2024 11/20/2024 11/30/2024 11/20/2024 605.20
55651 Contractual Services Paid by EFT #2735 08/14/2024 11/20/2024 11/30/2024 11/20/2024 605.20
55681 Contractual Services Paid by EFT #2735 08/14/2024 11/20/2024 11/30/2024 11/20/2024 607.20
55683 Contractual Services Paid by EFT #2735 08/14/2024 11/20/2024 11/30/2024 11/20/2024 607.20
55677 Contractual Services Paid by EFT #2735 08/15/2024 11/20/2024 11/30/2024 11/20/2024 605.20
55679 Contractual Services Paid by EFT #2735 08/15/2024 11/20/2024 11/30/2024 11/20/2024 607.20
55680 Contractual Services Paid by EFT #2735 08/15/2024 11/20/2024 11/30/2024 11/20/2024 607.20
55682 Contractual Services Paid by EFT #2735 08/15/2024 11/20/2024 11/30/2024 11/20/2024 607.20
Vendor 48715 - FLEETCREW -ANELLE MGMT SRV Totals Invoices 9 $5,456.80
Vendor 44934 - FLOWSERVE PUMP DIV
7296693 Well Pump and Motor Backstock Paid by EFT #2736 10/31/2024 11/20/2024 11/30/2024 11/20/2024 36,298.00
Vendor 44934 - FLOWSERVE PUMP DIV Totals Invoices 1 $36,298.00
Vendor 48402 - FLYERS ENERGY LLC
24-207121 Oil & Lubricants Paid by EFT #2737 10/18/2024 11/20/2024 11/30/2024 11/20/2024 3,310.41
24-223354 Gasoline Fuel Inventory Paid by EFT #2737 11/08/2024 11/20/2024 11/30/2024 11/20/2024 3,038.01
Vendor 48402 - FLYERS ENERGY LLC Totals Invoices 2 $6,348.42
Vendor 15600 - GRAINGER
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Payment of Claims
Payment Date Range 11/15/24 - 11/27/24
Report By Vendor - Invoice
Summary Listing
Invoice Number Invoice Description Status Held Reason Invoice Date Due Date G/L Date Received Date Payment Date Invoice Net Amount
9299355371 Small Tools Paid by EFT #2738 10/30/2024 11/20/2024 11/30/2024 11/20/2024 23.91
9301184942 Small Tools Paid by EFT #2738 10/31/2024 11/20/2024 11/30/2024 11/20/2024 390.67
9301591690 Small Tools Paid by EFT #2738 11/01/2024 11/20/2024 11/30/2024 11/20/2024 1,112.38
9302016754 Small Tools Paid by EFT #2738 11/01/2024 11/20/2024 11/30/2024 11/20/2024 899.26
9308465310 Field, Shop & Safety Supplies
Inventory
Paid by EFT #2738 11/07/2024 11/20/2024 11/30/2024 11/20/2024 208.08
Vendor 15600 - GRAINGER Totals Invoices 5 $2,634.30
Vendor 15800 - HACH CO
14248454 Laboratory Supplies Paid by EFT #2739 11/04/2024 11/20/2024 11/30/2024 11/20/2024 611.28
Vendor 15800 - HACH CO Totals Invoices 1 $611.28
Vendor 22550 - LIBERTY UTILITIES
200008899490 O24 Electricity Paid by EFT #2741 10/04/2024 11/20/2024 11/30/2024 11/20/2024 10,778.40
200008904415 S24 Electricity Paid by EFT #2741 10/04/2024 11/20/2024 11/30/2024 11/20/2024 17,367.87
200008928612 924 Electricity Paid by EFT #2741 10/04/2024 11/20/2024 11/30/2024 11/20/2024 6,570.99
200008899565 O24 Electricity Paid by EFT #2740 10/29/2024 11/20/2024 11/30/2024 11/20/2024 65.78
200008899961 O24 Electricity Paid by EFT #2741 10/29/2024 11/20/2024 11/30/2024 11/20/2024 116.40
200008909455 O24 Electricity Paid by EFT #2741 10/29/2024 11/20/2024 11/30/2024 11/20/2024 31.65
200008909679 O24 Electricity Paid by EFT #2741 10/29/2024 11/20/2024 11/30/2024 11/20/2024 31.65
200008919678 O24 Electricity Paid by EFT #2741 10/29/2024 11/20/2024 11/30/2024 11/20/2024 90.23
200008919769 O24 Electricity Paid by EFT #2741 10/29/2024 11/20/2024 11/30/2024 11/20/2024 77.75
200008923639 824 Electricity Paid by EFT #2740 10/29/2024 11/20/2024 11/30/2024 11/20/2024 151,046.49
200008923704 924 Electricity Paid by EFT #2740 10/29/2024 11/20/2024 11/30/2024 11/20/2024 153,780.98
200008923704 O24 Electricity Paid by EFT #2740 10/29/2024 11/20/2024 11/30/2024 11/20/2024 127,735.86
200008932168 O24 Electricity Paid by EFT #2741 10/29/2024 11/20/2024 11/30/2024 11/20/2024 5,656.52
200008904613 O24 Electricity Paid by EFT #2741 10/30/2024 11/20/2024 11/30/2024 11/20/2024 378.79
200008904969 O24 Electricity Paid by EFT #2741 10/30/2024 11/20/2024 11/30/2024 11/20/2024 8,341.11
200008909570 O24 Electricity Paid by EFT #2741 10/30/2024 11/20/2024 11/30/2024 11/20/2024 1,693.76
200008919819 O24 Electricity Paid by EFT #2741 10/30/2024 11/20/2024 11/30/2024 11/20/2024 1,868.92
200008932028 O24 Electricity Paid by EFT #2741 10/30/2024 11/20/2024 11/30/2024 11/20/2024 502.14
200008909257 O24 Electricity Paid by EFT #2741 10/31/2024 11/20/2024 11/30/2024 11/20/2024 2,650.40
200008928133 O24 Electricity Paid by EFT #2741 10/31/2024 11/20/2024 11/30/2024 11/20/2024 4,455.75
200008913796 O24 Electricity Paid by EFT #2740 11/06/2024 11/20/2024 11/30/2024 11/20/2024 89.32
200008909950 O24 Electricity Paid by EFT #2740 11/07/2024 11/20/2024 11/30/2024 11/20/2024 517.00
200008913051 O24 Electricity Paid by EFT #2740 11/07/2024 11/20/2024 11/30/2024 11/20/2024 512.07
200008913150 O24 Electricity Paid by EFT #2740 11/07/2024 11/20/2024 11/30/2024 11/20/2024 174.62
200008913226 O24 Electricity Paid by EFT #2740 11/07/2024 11/20/2024 11/30/2024 11/20/2024 284.19
200008913333 O24 Electricity Paid by EFT #2740 11/07/2024 11/20/2024 11/30/2024 11/20/2024 239.08
200008913713 O24 Electricity Paid by EFT #2740 11/07/2024 11/20/2024 11/30/2024 11/20/2024 257.27
100000244839 Tahoe Keys Sewer PS Rehab Paid by Check #114787 11/08/2024 11/20/2024 11/30/2024 11/20/2024 2,767.53
Vendor 22550 - LIBERTY UTILITIES Totals Invoices 28 $498,082.52
Vendor 50309 - JENNIFER MARSHALL
MILEAGE 102224 Travel - Meetings - Education Paid by EFT #2742 10/22/2024 11/20/2024 11/30/2024 11/20/2024 92.73
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Payment of Claims
Payment Date Range 11/15/24 - 11/27/24
Report By Vendor - Invoice
Summary Listing
Invoice Number Invoice Description Status Held Reason Invoice Date Due Date G/L Date Received Date Payment Date Invoice Net Amount
Vendor 50309 - JENNIFER MARSHALL Totals Invoices 1 $92.73
Vendor 50242 - PUBLIC HEALTH INSTITUTE
067350 Contractual Services Paid by EFT #2743 10/16/2024 11/20/2024 11/30/2024 11/20/2024 62,000.00
Vendor 50242 - PUBLIC HEALTH INSTITUTE Totals Invoices 1 $62,000.00
Vendor 48144 - RELIANCE STANDARD
NOV24 Voluntary Life Payable Paid by EFT #2744 11/01/2024 11/20/2024 11/30/2024 11/20/2024 458.60
NOV24A LTD/Life Insurance Management Paid by EFT #2744 11/01/2024 11/20/2024 11/30/2024 11/20/2024 2,521.63
NOV24B LTD/Life Insurance Union/Board
Payable
Paid by EFT #2744 11/01/2024 11/20/2024 11/30/2024 11/20/2024 3,471.68
Vendor 48144 - RELIANCE STANDARD Totals Invoices 3 $6,451.91
Vendor 50251 - RICHARDS WATSON & GERSHON
250369 Legal Services October 2024 Paid by EFT #2745 11/14/2024 11/20/2024 10/31/2024 11/20/2024 13,591.63
Vendor 50251 - RICHARDS WATSON & GERSHON Totals Invoices 1 $13,591.63
Vendor 48735 - SILVER STATE ANALYTICAL LAB
LV322253 Monitoring Paid by EFT #2746 11/08/2024 11/20/2024 11/30/2024 11/20/2024 283.00
Vendor 48735 - SILVER STATE ANALYTICAL LAB Totals Invoices 1 $283.00
Vendor 45168 - SOUTHWEST GAS
910000040369 O24 Natural Gas Paid by EFT #2747 11/01/2024 11/20/2024 11/30/2024 11/20/2024 95.32
910000041349 O24 Natural Gas Paid by EFT #2747 11/01/2024 11/20/2024 11/30/2024 11/20/2024 13.28
910000041350 O24 Natural Gas Paid by EFT #2747 11/06/2024 11/20/2024 11/30/2024 11/20/2024 145.54
Vendor 45168 - SOUTHWEST GAS Totals Invoices 3 $254.14
Vendor 48262 - UPS FREIGHT
0000966628454 Postage Expenses Paid by EFT #2748 11/09/2024 11/20/2024 11/30/2024 11/20/2024 32.90
Vendor 48262 - UPS FREIGHT Totals Invoices 1 $32.90
Vendor 44580 - VESTIS SERVICES LLC
5980246831 Uniform Payable Paid by EFT #2749 11/13/2024 11/20/2024 11/30/2024 11/20/2024 75.71
5980246832 Uniform Payable Paid by EFT #2749 11/13/2024 11/20/2024 11/30/2024 11/20/2024 38.41
5980246833 Uniform Payable Paid by EFT #2749 11/13/2024 11/20/2024 11/30/2024 11/20/2024 24.33
5980246834 Uniform Payable Paid by EFT #2749 11/13/2024 11/20/2024 11/30/2024 11/20/2024 16.82
5980246835 Uniform Payable Paid by EFT #2749 11/13/2024 11/20/2024 11/30/2024 11/20/2024 14.29
5980246836 Uniform Payable Paid by EFT #2749 11/13/2024 11/20/2024 11/30/2024 11/20/2024 15.14
5980246837 Uniform Payable Paid by EFT #2749 11/13/2024 11/20/2024 11/30/2024 11/20/2024 85.64
5980246838 Uniform Payable Paid by EFT #2749 11/13/2024 11/20/2024 11/30/2024 11/20/2024 61.15
5980246839 Uniform Payable Paid by EFT #2749 11/13/2024 11/20/2024 11/30/2024 11/20/2024 25.44
5980246840 Uniform Payable Paid by EFT #2749 11/13/2024 11/20/2024 11/30/2024 11/20/2024 4.64
5980246841 Uniform Payable Paid by EFT #2749 11/13/2024 11/20/2024 11/30/2024 11/20/2024 76.48
5980246842 Uniform Payable Paid by EFT #2749 11/13/2024 11/20/2024 11/30/2024 11/20/2024 95.56
5980246843 Uniform Payable Paid by EFT #2749 11/13/2024 11/20/2024 11/30/2024 11/20/2024 104.56
Vendor 44580 - VESTIS SERVICES LLC Totals Invoices 13 $638.17
Grand Totals Invoices 98 $877,681.33
Run by Erika Franco on 11/27/2024 08:59:58 AM Page 4 of 4
Payment of Claims
Payment Date Range 11/15/24 - 11/27/24
Report By Vendor - Invoice
Summary Listing
SOUTH TAHOE PUBLIC UTILITY DISTRICT
David Peterson, President BOARD MEMBERS Kelly Sheehan, Director
Nick Haven, Director Shane Romsos, Vice President Nick Exline, Director
Paul Hughes, General Manager Andrea Salazar, Chief Financial Officer
REGULAR MEETING OF THE BOARD OF DIRECTORS
SOUTH TAHOE PUBLIC UTILITY DISTRICT
November 21, 2024
MINUTES
The South Tahoe Public Utility District Board of Directors met in a regular session, 2:01 p.m., at the
District Office, located at 1275 Meadow Crest Drive, South Lake Tahoe, California.
ROLL CALL: Board of Directors: President Peterson, Directors Haven, Romsos, Sheehan, Exline
Staff: Paul Hughes, Andrea Salazar, Keith Collins, Melonie Guttry, Shannon Chandler, Julie Ryan,
Greg Dupree, Liz Kauffman, Adrian Combes, Shelly Thomsen, Megan Colvey, Vinny Stagnaro, Sara
Nelson, Chris Skelly, Bren Borley, Ryan Lee
Guests: Joel Henderson
1. PLEDGE OF ALLEGIANCE:01
2. COMMENTS FROM THE PUBLIC: None
3. CORRECTIONS TO THE AGENDA OR CONSENT CALENDAR: None
4. ADOPTION OF CONSENT CALENDAR:
Moved Haven/Second Romsos/Peterson Yes/Haven Yes/Romsos Yes/Sheehan Yes/Exline Yes to
approve the Consent Calendar as presented.
a. CALPERS REQUIRED PAY LISTING BY POSITION
(Greg Dupree, Accounting Manager)
Adopted Resolution 3286-24 which incorporates the Pay Listing by Position for the pay listing
effective October 24, 2024.
b. RECEIVE AND FILE PAYMENT OF CLAIMS (Greg Dupree, Accounting Manager)
Received and filed Payment of Claims in the amount of $3,386,674.36
c. REGULAR BOARD MEETING MINUTES: November 7, 2024
(Melonie Guttry, Executive Services Manager/Clerk of the Board)
Approved November 7, 2024, Minutes
5. CONSENT ITEMS BROUGHT FORWARD FOR SEPARATE DISCUSSION/ACTION: None
REGULAR BOARD MEETING MINUTES: November 21, 2024 PAGE – 2
6. ITEMS FOR BOARD ACTION:
a. Appreciation of President Peterson(Paul Hughes, General Manager) – Paul Hughes read Resolution
No. 3287-24, in appreciation of President David Peterson and thanked him for his years of
service on the District Board. The Board members acknowledged President Peterson’s
leadership and guidance during his four years of service to this community.
Moved Haven/Second Romsos/Peterson Abstained/Haven Yes/Romsos Yes/Sheehan
Yes/Exline Yes to adopt Resolution No. 3287-24 in appreciation of President David Peterson.
7. STANDING AND AD-HOC COMMITTEES AND LIAISON REPORTS:
Director Exline provided details regarding the System Efficiency and Sustainability Committee
meeting on Wednesday, November 20, 2024.
Director Sheehan provided details regarding her representation at the Employee
Communications Committee meeting on Tuesday, November 19, 2024.
Director Romsos provided details regarding the System Efficiency and Sustainability Committee
on November 20, 2024, as well as the Operations Committee meeting on November 12, 2024.
Director Haven provided details regarding the Operations Committee meeting held on
November 12, 2024. He further provided details regarding the El Dorado Water Agency meeting
held on November 13, 2024.
8. BOARD MEMBER REPORTS:
President Peterson reported there is some chatter on social media regarding the lead pipe issue.
9. STAFF/ATTORNEY REPORTS:
Andrea Salazar provided a report regarding obtaining tax exempt funding for several projects.
Shelly Thomsen provided details regarding the lead and copper rule for service lines being
administered by the Environmental Protection Agency. Ryan Lee provided information regarding
feedback from customers and addressed questions from the Board.
10. GENERAL MANAGER REPORT:
Paul Hughes reported ACWA recently unveiled a transparency certificate and the District
received the award. He recognized staff for their efforts on the application.
11. NOTICE OF PAST AND FUTURE MEETINGS/EVENTS
12. BREAK AND ADJOURN TO CLOSED SESSION: 2:42 p.m.
RECONVENE TO OPEN SESSION: 3:15 p.m.
a. Pursuant to Section 54956.9(d)(1) of the California Government code, Closed Session may be
held for conference with legal counsel regarding existing litigation: Yolo County Superior Court
Case CV 2021-1686, Alpine County vs. South Tahoe Public Utility District; et al
No reportable Board Action
b. Pursuant to Government Code Section 54957.6(a)/Conference with Labor
Negotiators re: Memorandum of Understanding with Stationary Engineers, Local 39.
Present at this Closed Session will be Agency Negotiators: Paul Hughes, General Manager;
Andrea Salazar, Chief Financial Officer; Liz Kauffman, Human Resources Director.
REGULAR BOARD MEETING MINUTES: November 21, 2024 PAGE – 3
President Peterson recused himself at 3:18 p.m.
No reportable Board Action
c. Pursuant to Government Code Section 54957.6(a)/Conference with Labor
Negotiators re: Memorandum of Understanding with Management Group.
Present at this Closed Session will be Agency Negotiators: Paul Hughes, General Manager;
Andrea Salazar, Chief Financial Officer; Liz Kauffman, Human Resources Director.
No reportable Board Action
ADJOURNMENT: 3:16 p.m.
_______________________________________
Shane Romsos, Board Vice President
South Tahoe Public Utility District
___________________________________________
Melonie Guttry, Executive Services Manager/
Clerk of the Board
South Tahoe Public Utility District
BOARD AGENDA ITEM 7a
TO: Board of Directors
FROM: Mark Seelos, Water Resources Manager
MEETING DATE: December 5, 2024
ITEM – PROJECT NAME: Al Tahoe/Bayview Well Backup Power Project, Al Tahoe Well
Rehabilitation Project, and Luther Pass Pump Station Fuel
Storage Augmentation Project
REQUESTED BOARD ACTION: Authorize staff to advertise for construction bids for the Al
Tahoe/Bayview Well Backup Power Project, Al Tahoe Well Rehabilitation Project, and
Luther Pass Pump Station Fuel Storage Augmentation Project.
DISCUSSION: This project consists of (1) installation of infrastructure needed to operate
Al Tahoe and Bayview wells using portable generator power in the event of a planned
or unplanned power outage; (2) rehabilitation of Al Tahoe Well, including replacement
of aging electrical and mechanical gear, as well as site modernization; and (3)
installation of an additional 6,000-gallon diesel fuel tank at Luther Pass Pump Station to
improve operational reliability in the event of a power outage.
District Staff is working with Kennedy Jenks Consultants, Inc. to finalize plans,
specifications, and contract documents for the Project. The consultant’s cost estimate is
$5,522,000. Following Board authorization to bid, District Staff plans to advertise the
project in January, open bids in March, and return to the Board shortly thereafter to
award the construction contract. Construction is expected to begin in early summer
2025, owing in part to the Board’s prior decision to authorize pre-procurement of long
lead time electrical equipment needed to maintain the project schedule.
General Manager
Paul Hughes
Directors
Nick Haven
Shane Romsos
David Peterson
Kelly Sheehan
Nick Exline
Mark Seelos
December 5, 2024
Page 2
SCHEDULE: June 2025 - October 2026
COSTS: $5,522,000
ACCOUNT NO: 20.30.8371/ATWRHB, 20.30.8372/ATWPWR
BUDGETED AMOUNT AVAILABLE: $4,436,000
ATTACHMENTS: (1) Construction Cost Estimate
___________________________________________________________________________________
CONCURRENCE WITH REQUESTED ACTION: CATEGORY: Water
GENERAL MANAGER: YES NO
CHIEF FINANCIAL OFFICER: YES NO
Type text here
Opinion of Probable Construction Costs
November 2024
Prepared by: Kennedy Jenks
Client: South Tahoe Public Utility District
AL Tahoe Well Rehabilitation &
Emergency Power – Class 2 OPCC
SECTION 1: Basis of Estimate
BASIS OF ESTIMATE KENNEDY/JENKS CONSULTANTS
OPINION OF PROBABLE CONSTRUCTION COST
PROJECT INFORMATION:
JLH
Estimate Type: 100% Design Development Final
AACEI Class Level Estimate : 2
PROJECT DESCRIPTION:
ESTIMATE DOCUMENTS:
DRAWINGS: 90% Draft Design Drawings - Combined Drawing Set_20231109
DOCUMENTS: Bid Set for OPCC_Al Tahoe and Bayview Emergency Power and Well Rehabilitation.pdf
COSTS PROVIDED BY OTHERS: District provided costs for portable generator, transformer, and transfer switch.
SOURCE OF COST DATA:
2023 RS Means CostWorks data for Site location; similar project data, vendor process equipment budget quotations
Vendor Budget quotes on major process equipment
ESTIMATE ASSUMPTIONS:
Project will be publicly bid and prevailing wage requirements will apply.
Regular working hours will be allowed (7:00am - 5:00pm)
SPECIFIC INCLUSIONS:
See assumptions.
A 10% construction contingency has been included.
SPECIFIC EXCLUSIONS:
The estimate does not include the following:
No contaminated soils removal and disposal are included.
MAJOR CHANGES FROM PREVIOUS ESTIMATE:
DESIGN CONTINGENCY:
N/A
Provide OPCC for the South Tahoe Public Utility District (District) project to provide backup power at the Bayview and Al Tahoe #2 wells, both of which are
critical facilities, and to evaluate and rehabilitate the Al Tahoe #2 well facilities to meet the District’s 100-year service life goal. Power outages, whether
from winter storms or public safety power shutoffs (PSPS) during the summer wildfire season pose a significant operational risk to the District that needs to be
addressed expeditiously while rehabilitating the Al Tahoe #2 well is time critical to reliably meeting the District’s water needs.
Provide OPCC for the new additional 6,000 gallon diesel storage tank at the District's Luther Pass Pump Station. This tank will provide additional capacity for
the backup power generator during outages.
All unused excavated material will be trucked and dumped at a fee.
Assume the following for conduit: 5" - PVC, 4 - " PVC, 3" - GRS, 2" - PVC, 1" - GRS, 3/4" - GRS
Separated costs into two categories (Emergency Power and Well Rehab) per Client request,
Removed electrical ductbank and associated conduit and wire between Al Tahoe and Bayview well sites,
Replaced pad mounted generator with portable generator,
Adjusted AC paving quantities at Al Tahoe well site,
Added diesel storage tank at Luther Pass Pump Station
Client: SOUTH TAHOE PUBLIC UTILITY DISTRICT
Project:AL TAHOE WELL REHABILITATION AND EMERGENCY POWER
KJ Job No.: 2270003*00
Estimate Date:11/1/2024
Prepared By: KMC
Reviewed By:
Basis_of_Estimate
90% OPCC
11/1/2024 Page 2 of 22
ESCALATION:
Current ENR CCI 13632.34 Nov-24
Annual Escalation Factor (2024-5):7%
Time to NTP (# of Months)6
Construction Duration (NTP to Completion)28
Time Until Project Midpoint (# of Months) 20
*Note = Escalation factor rounded up to nearest integer.11.94%
ACCURACY:
OTHER COMMENTS: N/A
An escalation factor has been included to account for a midpoint of construction in approximately June 2026 based on NTP in
April 2025 and project completion in Q3 2027.
The owner is cautioned that the project cost should be adjusted for any changes in the project schedule.
The level of accuracy is commensurate with levels developed by the AACE, the Association for the Advancement of Cost Engineering
International. At increasing levels of design completion, the narrower the range between upper and lower limits and the greater the
accuracy of the estimate. This estimate is considered a Class 3 level estimate in accordance with AACE guidelines. Typically, class 3 estimates
are generally prepared to form the basis for budget authorization, appropriation, and/or funding. Typically engineering is from 10% to 40%
complete, and would comprise a minimum of process flow diagrams, utility flow diagrams, preliminary piping and instrumentation diagrams,
plot plan, developed layout drawings, and essentially complete engineered process and utility equipment lists. They are typically prepared to
support full project funding requests, and become the first of the project phase "control estimates" against which all actual costs and resources
will be monitored for variation to budget. Most Class 3 estimates involve more deterministic estimating methods than stochastic methods.
Typical accuracy ranges for Class 3 estimates are -10% to-20% on the low side, and +10% to +30% on the high side, depending on the
technological complexity of the project, appropriate reference information, and the inclusion of an appropriate contingency determination.
Ranges could exceed those shown in unusual circumstances.(AACE International Recommended Practices and Standards).
Basis_of_Estimate
90% OPCC
11/1/2024 Page 3 of 22
SECTION 2: BID REPORTS
OPCC Summary Report
Activity Summary Report
Estimate Line Detail Report
Material Installation Equipment Subcontract Allowances Total
Subtotals $1,549,423.66 $1,210,793.46 $221,851.31 $0.00 $2,982,068.42
Sales Tax on Materials @ 10.25%$158,815.92 $158,815.92
Subtotals $1,708,239.58 $1,210,793.46 $221,851.31 $0.00 $3,140,884.35
General Conditions/ Mobilization/ Demobilization@ 10%$170,823.96 $121,079.35 $22,185.13 $0.00 $314,088.43
Subtotals $1,879,063.54 $1,331,872.80 $244,036.44 $0.00 $3,454,972.78
Contractor Markup for Sub @ 10%$0.00 $0.00
Subtotals $1,879,063.54 $1,331,872.80 $244,036.44 $0.00 $3,454,972.78
Contractor OH&P @ 15%$281,859.53 $199,780.92 $36,605.47 $518,245.92
Subtotals $2,160,923.07 $1,531,653.72 $280,641.90 $0.00 $3,973,218.70
Bonds and Insurance @ 2.5%$99,330.47
Subtotals $4,072,549.17
Estimate Contingency @ 10%$407,254.92
Subtotals $4,479,804.08
Escalate to Midpoint of Construct @ 11.9%$534,746.13
Estimated Bid Cost $5,014,550.21
Estimated Bid Cost (Rounded)$5,020,000.00
Construction Contingency 10%$502,000.00
Estimated Construction Cost $5,522,000.00
$4,693,700 $5,522,000 $6,626,400
AL TAHOE WELL REHABILITAITON AND EMERGENCY POWER OPCC
SOUTH TAHOE PUBLIC UTILITY DISTRICT
100% OPCC
Estimated Range of Probable Construction Cost
-15%Estimate +20%
Activity Summary
Estimate: 2270003.00 - AL TAHOE WELL REHABILITAITON AND EMERGENCY POWER
Currency: United States
Item Status Description Quantity UOM Man-hours Labor Equipment Material Subcontract Plug Allowance Total Cost Unit Cost Manhour Cost
10 AI Tahoe 1.00 LS 13,874.79 1,210,793.46 221,851.31 1,549,423.66 2,982,068.42 2,982,068.42 214.93
010 Bid Emergency Power 1.00 LS 5,765.50 500,998.02 64,496.73 1,041,062.15 1,606,556.91 1,606,556.91
Bid Tahoe Well 1.00 LS 2,990.50 282,910.90 30,689.67 665,605.03 979,205.60 979,205.60
Bid Civil 1.00 LS 223.00 18,104.63 3,586.90 20,685.11 42,376.64 42,376.64
Bid AC Paving 1,500.00 SF 42.00 3,857.22 1,348.96 5,537.20 10,743.38 7.16
Bid Construct Dripline Trench 105.00 LF 21.00 1,657.41 548.74 147.91 2,354.06 22.42
Bid Cantilever Sliding Gate 2.00 EA 160.00 12,590.00 1,689.20 15,000.00 29,279.20 14,639.60
Bid Structural 1.00 LS 207.50 17,542.27 5,950.77 6,269.92 29,762.96 29,762.96
Bid Diesel Fuel Tank Slab 20.00 CY 207.50 17,542.27 5,950.77 6,269.92 29,762.96 1,488.15
Bid Foundation Prep 200.00 SF 20.00 1,678.32 1,164.32 910.00 3,752.64 18.76
Bid Build Set, Strip & Move Support Forms 258.00 SF 52.50 4,879.40 608.00 1,027.92 6,515.32 25.25
Bid Place Reinforcing Steel 3,000.00 LB 90.00 8,100.60 3,084.50 1,680.00 12,865.10 4.29
Bid Place Concrete 20.00 CY 35.00 2,383.20 1,093.95 2,606.20 6,083.35 304.17
Bid Finish Concrete 200.00 SF 5.00 250.38 250.38 1.25
Bid Cure Concrete 458.00 SF 5.00 250.38 45.80 296.18 0.65
Bid Electrical 1.00 LS 2,560.00 247,264.00 21,152.00 638,650.00 907,066.00 907,066.00
Bid Electrical Equipment 1.00 LS 638,650.00 638,650.00 638,650.00
Bid Electrical Labor 1.00 LS 2,560.00 247,264.00 21,152.00 268,416.00 268,416.00
Plug Site Electrical 1.00 LS
Bid Bayview Well 1.00 LS 1,655.00 154,473.34 21,721.68 332,971.83 509,166.85 509,166.85
Bid Structural 1.00 LS 375.00 30,841.34 11,145.68 4,398.83 46,385.85 46,385.85
Bid Transformer Pad 7.00 CY 192.50 15,671.05 5,572.84 2,150.25 23,394.14 3,342.02
Bid Foundation Prep 64.00 SF 40.00 3,356.64 2,328.64 280.00 5,965.28 93.21
Bid Build Set, Strip & Move Support Forms 96.00 SF 52.50 4,879.40 608.00 382.48 5,869.88 61.14
Bid Place Reinforcing Steel 1,000.00 LB 45.00 4,050.30 1,542.25 560.00 6,152.55 6.15
Bid Place Concrete 7.00 CY 35.00 2,383.20 1,093.95 912.17 4,389.32 627.05
Bid Finish Concrete 60.00 SF 10.00 500.75 500.75 8.35
Bid Cure Concrete 156.00 SF 10.00 500.75 15.60 516.35 3.31
Bid Manual Transfer Pad 7.00 CY 182.50 15,170.29 5,572.84 2,248.58 22,991.71 3,284.53
Bid Foundation Prep 49.00 SF 40.00 3,356.64 2,328.64 227.50 5,912.78 120.67
Bid Build Set, Strip & Move Support Forms 126.00 SF 52.50 4,879.40 608.00 502.01 5,989.41 47.54
Bid Place Reinforcing Steel 1,050.00 LB 45.00 4,050.30 1,542.25 588.00 6,180.55 5.89
Bid Place Concrete 7.00 CY 35.00 2,383.20 1,093.95 912.17 4,389.32 627.05
Bid Finish Concrete 63.00 SF 5.00 250.38 250.38 3.97
Bid Cure Concrete 189.00 SF 5.00 250.38 18.90 269.28 1.42
Bid Electrical 1.00 LS 1,280.00 123,632.00 10,576.00 328,573.00 462,781.00 462,781.00
Bid Electrical Equipment 1.00 LS 328,573.00 328,573.00 328,573.00
Bid Electrical Labor 1.00 LS 1,280.00 123,632.00 10,576.00 134,208.00 134,208.00
Bid Site Electrical 1.00 LS 1,120.00 63,613.78 12,085.38 42,485.30 118,184.46 118,184.46
Bid Conduit & Wiring 1.00 LS 1,120.00 63,613.78 12,085.38 42,485.30 118,184.46 118,184.46
Bid Conduit 1.00 LS 22,880.40 22,880.40 22,880.40
Bid Wiring 1.00 LS 11,904.90 11,904.90 11,904.90
Bid Utility Trenching 1.00 LS 160.00 9,061.44 8,877.76 3,000.00 20,939.20 20,939.20
Bid Electrical Labor 1.00 LS 960.00 54,552.34 3,207.62 57,759.96 57,759.96
Bid Equipment 1.00 LS 4,700.00 4,700.00 4,700.00
020 Bid Well Rehabilitation Items 1.00 LS 8,109.29 709,795.43 157,354.57 508,361.51 1,375,511.51 1,375,511.51
Bid Tahoe Well 1.00 LS 4,526.28 396,869.12 81,292.99 370,075.05 848,237.15 848,237.15
Bid Demolition 1.00 LS 1,484.00 124,892.68 33,238.84 7,500.00 165,631.52 165,631.52
Bid General Demolition (Protect Trees, Piping, Protect Bollards, etc.)1.00 LS 240.00 16,477.44 1,439.04 17,916.48 17,916.48
Bid Civil/Mechanical Demolition (Demolish Pavement, Yard Piping, Infiltration Gallery, etc.)1.00 LS 400.00 27,462.40 2,398.40 29,860.80 29,860.80
Bid Structural Demolition 1.00 LS 160.00 14,475.84 14,475.84 14,475.84
Bid Electrical Demolition 1.00 LS 492.00 48,486.60 14,928.92 63,415.52 63,415.52
Bid Load/Haul/Dump 300.00 CY 192.00 17,990.40 14,472.48 7,500.00 39,962.88 133.21
Bid Civil 1.00 LS 482.28 37,592.44 9,474.95 42,886.05 89,953.43 89,953.43
Bid Chain Link Fence 15.00 LF 8.00 629.50 84.46 713.96 47.60
Bid Replace Slot Drain 65.00 LF 19.81 1,774.58 1,441.10 3,215.69 49.47
Bid Rehab & Replace Infiltration Gallery 1.00 EA 16.00 1,372.98 157.72 658.00 2,188.70 2,188.70
Bid (2) 4" PVC Perforated Pipe 1/4" dia. 36.00 LF 10.00 896.60 108.00 1,004.60 27.91
Bid Crushed Drain Rock 22.00 CY 6.00 476.38 157.72 550.00 1,184.10 53.82
Bid Removable Bollards 5.00 EA 36.19 2,775.24 346.84 4,141.68 7,263.75 1,452.75
Bid Construct Snow Rails 170.00 LF 132.68 9,749.90 1,765.64 13,086.37 24,601.90 144.72
Bid Grade Snow Storage Area 1,000.00 SY 4.00 390.84 297.12 687.96 0.69
Bid Install 6' Precast Fence 110.00 LF 160.00 12,590.00 4,267.20 20,000.00 36,857.20 335.07
Bid Replace Wooden Fence 220.00 LF 105.60 8,309.40 1,114.87 5,000.01 14,424.28 65.56
Bid Mechanical 1.00 LS 2,560.00 234,384.00 38,579.20 319,689.00 592,652.20 592,652.20
Bid Mechanical Equipment 1.00 LS 309,070.00 309,070.00 309,070.00
Bid Piping 1.00 LS 10,619.00 10,619.00 10,619.00
Bid Mechanical Labor 1.00 LS 2,560.00 234,384.00 38,579.20 272,963.20 272,963.20
Bid Bayview Well 1.00 LS 582.79 46,034.30 9,872.33 6,150.00 62,056.62 62,056.62
Bid Demolition 1.00 LS 560.00 44,309.28 9,544.40 3,750.00 57,603.68 57,603.68
Bid General Demolition (Protect Trees, Piping, Protect Bollards, etc.)1.00 LS 120.00 8,238.72 719.52 8,958.24 8,958.24
Bid Civil/Mechanical Demolition (Demolish Pavement, Yard Piping, Infiltration Gallery, etc.)1.00 LS 200.00 13,731.20 1,199.20 14,930.40 14,930.40
Bid Structural Demolition 1.00 LS 80.00 7,237.92 7,237.92 7,237.92
Bid Electrical Demolition 1.00 LS 64.00 6,106.24 389.44 6,495.68 6,495.68
Bid Load/Haul/Dump 150.00 CY 96.00 8,995.20 7,236.24 3,750.00 19,981.44 133.21
Bid Civil 1.00 LS 22.79 1,725.02 327.93 2,400.00 4,452.94 4,452.94
Bid Chain Link Fence 15.00 LF 8.00 629.50 84.46 713.96 47.60
Bid Replace Snow Rails 40.00 LF 7.80 546.13 169.76 715.89 17.90
Bid Install Wooden Fence 24.00 LF 6.98 549.38 73.71 2,400.00 3,023.09 125.96
Bid Luther Pass Pump Station 1.00 LS 3,000.22 266,892.02 66,189.26 132,136.46 465,217.74 465,217.74
Bid Demolition 1.00 LS 140.00 12,160.76 8,675.76 2,500.00 23,336.52 23,336.52
Bid General Demolition (Asphalt Paving)1.00 LS 36.00 3,417.72 3,611.76 7,029.48 7,029.48
Bid General Demolition (Snow Rails)1.00 LS 40.00 2,746.24 239.84 2,986.08 2,986.08
Bid Load/Haul/Dump 100.00 CY 64.00 5,996.80 4,824.16 2,500.00 13,320.96 133.21
Bid Civil 1.00 LS 210.00 16,942.14 8,798.89 11,677.69 37,418.73 37,418.73
Bid Install BMPs 1.00 LS 80.00 5,492.48 479.68 5,000.00 10,972.16 10,972.16
Bid Wooden Fence 40.00 LF 19.20 1,510.80 202.70 909.09 2,622.60 65.56
Bid AC Paving 900.00 SF 22.80 2,091.82 663.47 4,518.60 7,273.89 8.08
Bid Clear & Grub 900.00 SF 56.00 4,848.64 5,040.96 9,889.60 10.99
Bid Load/Haul/Dump 50.00 CY 32.00 2,998.40 2,412.08 1,250.00 6,660.48 133.21
Bid Structural 1.00 LS 1,210.22 107,545.92 31,326.61 22,890.77 161,763.29 161,763.29
Bid Earthwork for Retaining Wall 1.00 LS 12.00 1,257.96 1,205.44 2,463.40 2,463.40
Bid Load/Haul/Dump 148.00 CY 94.72 8,875.26 7,139.76 3,700.00 19,715.02 133.21
Bid Scarify 500.00 SF 32.00 3,121.92 2,722.48 5,844.40 11.69
Bid Backfill / Place Agg Base 84.00 CY 44.00 3,826.44 1,739.76 2,940.00 8,506.20 101.26
Bid Concrete Retaining Wall 25.00 CY 670.00 60,279.31 10,258.45 8,302.85 78,840.61 3,153.62
Bid Build Set, Strip & Move Support Forms 720.00 SF 525.00 48,794.00 6,080.00 2,868.60 57,742.60 80.20
Bid Place Reinforcing Steel 3,750.00 LB 90.00 8,100.60 3,084.50 2,100.00 13,285.10 3.54
Bid Place Concrete 25.00 CY 35.00 2,383.20 1,093.95 3,257.75 6,734.90 269.40
Bid Finish Concrete 45.00 SF 10.00 500.75 500.75 11.13
Bid Cure Concrete 765.00 SF 10.00 500.75 76.50 577.25 0.75
Bid 20'x12'x3' Concrete Tank Pad 27.00 CY 357.50 30,185.03 8,260.72 7,947.92 46,393.66 1,718.28
Bid Foundation Prep 240.00 SF 20.00 1,678.32 1,164.32 1,092.00 3,934.64 16.39
Bid Build Set, Strip & Move Support Forms 256.00 SF 157.50 14,638.20 1,824.00 1,019.95 17,482.15 68.29
Bid Place Reinforcing Steel 4,050.00 LB 90.00 8,100.60 3,084.50 2,268.00 13,453.10 3.32
Bid Place Concrete 27.00 CY 70.00 4,766.40 2,187.90 3,518.37 10,472.67 387.88
Bid Finish Concrete 240.00 SF 10.00 500.75 500.75 2.09
Bid Cure Concrete 496.00 SF 10.00 500.75 49.60 550.35 1.11
Bid Mechanical 1.00 LS 960.00 87,894.00 14,467.20 91,500.00 193,861.20 193,861.20
Bid Install Tank & Appurtanances 1.00 LS 960.00 87,894.00 14,467.20 91,500.00 193,861.20 193,861.20
Bid Electrical / I&C 1.00 LS 480.00 42,349.20 2,920.80 3,568.00 48,838.00 48,838.00
Bid Pipe & Wiring 1.00 LS 480.00 42,349.20 2,920.80 3,568.00 48,838.00 48,838.00
Estimate Line Detail
Estimate: 2270003.00 - AL TAHOE WELL REHABILITAITON AND EMERGENCY POWER
Currency: United States
Item Description Quantity UOM Rate ManHrs Labor Equip Job Mat Perm Mat Mech Elec Eq Sub/Plug Total Cost
AI Tahoe 1.00 LS 13,875 1,210,793 221,851 51,815 1,497,608 2,982,068
13,874.79 1,210,793.46 221,851.31 51,815.35 1,497,608.31 2,982,068.42
010 Emergency Power 1.00 LS 5,766 500,998 64,497 4,993 1,036,069 1,606,557
5,765.50 500,998.02 64,496.73 4,992.70 1,036,069.45 1,606,556.91
010 Tahoe Well 1.00 LS 2,991 282,911 30,690 1,074 664,531 979,206
2,990.50 282,910.90 30,689.67 1,073.72 664,531.31 979,205.60
010 Civil 1.00 LS 223 18,105 3,587 20,685 42,377
223.00 18,104.63 3,586.90 20,685.11 42,376.64
010 AC Paving 1,500.00 SF 42 3,857 1,349 5,537 10,743
0.03 2.57 0.90 3.69 7.16
Crew:Qty= 74.086 ton, Prod=37.04 ton/hour (296.34 ton/ day), 0.081MH/ton, 12.35 ton/MH, 2.00 hour (0.25 days)
Spread & Compact Granular Base 1.00 EA 542.01
Grader Operator 1.0 104.83 210
Packer Operator 1.0 104.83 210
Grademan 1.0 90.59 181
140 Hsp Grader (Cat 140)1.0 148.56 297
10 Ton Compactor 120 hsp ( Dyn CA25)1.0 93.20 186
Crew:Qty= 37.043 ton, Prod=9.26 ton/hour (74.09 ton/ day), 0.540MH/ton, 1.85 ton/MH, 4.00 hour (0.50 days)
Pave AC 1.00 EA 620.09
Equipment Foreman 1.0 104.83 419
Loader Operator 1.0 104.83 419
Asphalt Roller 1.0 104.83 419
Labourer 1.0 66.68 267
Asphalt Raker 1.0 104.83 419
1300LB Skid Steer Loader (Bobcat 743)1.0 27.82 111
Asphalt Steel Roller (Ferguson)1.0 71.79 287
1-Ton Crew Cab 1.0 34.48 138
Crew:Qty= 1,500.000 SF, Prod=375.00 SF/hour (3,000.00 SF/ day), 0.011MH/SF, 93.75 SF/MH, 4.00 hour (0.50 days)
Prepare Subgrade - 6"1.00 EA 410.45
Dozer Operator 1.0 104.83 419
Leadhand 1.0 89.99 360
Labourer 2.0 66.68 533
70 HSP Bulldozer (Cat D3)1.0 68.58 274
22" Smooth Drum Manual (Bomag 55)1.0 13.69 55
Asphalt - Base Course (6")74.1 CY 44.30 3,282
AC - 4"37.0 TON 60.88 2,255
020 Construct Dripline Trench 105.00 LF 21 1,657 549 148 2,354
0.20 15.78 5.23 1.41 22.42
Crew:Qty= 5.000 CY, Prod=2.50 CY/hour (20.00 CY/ day), 0.600MH/CY, 1.67 CY/MH, 2.00 hour (0.25 days)
Excavate & Load 1.5 CY (Cat 325) Backhoe 1.00 EA 307.925
Equipment Foreman 0.5 104.83 105
Backhoe Operator 1.0 104.83 210
1.5 CY Backhoe (Cat 325)1.0 139.17 278
1/2 Ton Pickup Truck 4x4 0.5 23.02 23
Crew:Qty= 5.000 CY, Prod=2.50 CY/hour (20.00 CY/ day), 1.600MH/CY, 0.63 CY/MH, 2.00 hour (0.25 days)
Place Granular Backfill into Trench 1.00 EA 420.73
Loader Operator 1.0 104.83 210
Leadhand 1.0 89.99 180
Labourer 2.0 66.68 267
1.4 CY Backhoe Loader (JD 410)1.0 69.48 139
Jumping Jack Handheld Packer 1.0 9.38 19
22" Smooth Drum Manual (Bomag 55)1.0 13.69 27
Crew:Qty= 297.000 SF, Prod=148.50 SF/hour (1,188.00 SF/ day), 0.034MH/SF, 29.70 SF/MH, 2.00 hour (0.25 days)
Place Filter Fabric 1.00 EA 374.42
Labour Foreman 1.0 76.56 153
Labourer 2.0 66.68 267
Helper 2.0 66.68 267
3/4 Ton Pickup Truck 4x4 1.0 31.14 62
Granular Backfill 10.0 TON 10.93 109
Filter Fabric 297.0 SF 0.13 39
030 Cantilever Sliding Gate 2.00 EA 160 12,590 1,689 15,000 29,279
80.00 6,295.00 844.60 7,500.00 14,639.60
Crew:Qty= 2.000 EA, Prod=0.05 EA/hour (0.40 EA/ day), 80.000MH/EA, 0.01 EA/MH, 40.00 hour (5.00 days)
Install Gate 1.00 EA 356.98
Auger Operator 1.0 104.83 4,193
Labour Foreman 1.0 76.56 3,062
Labourer 2.0 66.68 5,334
Truck Mounted Post Hole Auger 1.0 42.23 1,689
Cantilever Sliding Gate 2.0 EA 7,500.00 15,000
020 Structural 1.00 LS 208 17,542 5,951 1,074 5,196 29,763
207.50 17,542.27 5,950.77 1,073.72 5,196.20 29,762.96
020 Diesel Fuel Tank Slab 20.00 CY 208 17,542 5,951 1,074 5,196 29,763
10.38 877.11 297.54 53.69 259.81 1,488.15
10 Foundation Prep 200.00 SF 20 1,678 1,164 910 3,753
0.10 8.39 5.82 4.55 18.76
Crew:Qty= 200.000 sf, Prod=50.00 sf/hour (400.00 sf/ day), 0.100MH/sf, 10.00 sf/MH, 4.00 hour (0.50 days)
Foundation Preparation Backhoe 1.00 EA 710.66
Backhoe Operator 1.0 104.83 419
Packer Operator 1.0 104.83 419
Labour Foreman 1.0 76.56 306
Labourer 2.0 66.68 533
2.0 CY Backhoe ( Cat 330 )1.0 186.48 746
8 Ton Compactor 66" (Cat 433)1.0 81.58 326
1/2 Ton Pickup Truck 4x4 1.0 23.02 92
Structural Fill 10.0 CY 35.00 350
Aggregate Base 16.0 CY 35.00 560
20 Build Set, Strip & Move Support Forms 258.00 SF 53 4,879 608 1,028 6,515
0.20 18.91 2.36 3.98 25.25
Crew:Qty= 258.000 SF, Prod=51.60 SF/hour (516.00 SF/ day), 0.204MH/SF, 4.91 SF/MH, 5.00 hour (0.50 days)
Set Strip Support Forms 1.00 EA 1097.48
Crane Operator Class-A 0.5 113.66 284
Labourer 3.0 66.68 1,000
Carpenter Foreman 1.0 104.19 521
Carpenter 6.0 102.47 3,074
40 Ton Hydraulic Crane (Grove700)0.5 108.88 272
3/4 Ton Crew Cab Truck 4x4 1.0 30.46 152
5 Ton Flat Bed Truck 1.0 36.70 184
Supply Wood Form Wood Walers & Strongbacks 107.5 SF 7.21 775
Set Strip Form Material 258.0 SF 0.98 253
25 Place Reinforcing Steel 3,000.00 LB 90 8,101 3,085 1,680 12,865
0.03 2.70 1.03 0.56 4.29
Crew:Qty= 1.500 ton, Prod=0.15 ton/hour (1.50 ton/ day), 60.000MH/ton, 0.02 ton/MH, 10.00 hour (1.00 days)
Place Reinforcing Steel 1.00 EA 1118.51
Crane Operator Class-A 1.0 113.66 1,137
Labourer 1.0 66.68 667
Ironworker Foreman 1.0 89.99 900
Ironworker 5.0 89.99 4,500
Oiler 1.0 89.78 898
100 Ton Truck Crane (Linkbelt 218)1.0 241.29 2,413
3/4 Ton Crew Cab Truck 4x4 1.0 30.46 305
5 Ton Flat Bed Truck 1.0 36.70 367
Supply Fabricated Rebar 3,000.0 LB 0.56 1,680
Small Tools Material Cost 0.4 LS 0.00 0
30 Place Concrete 20.00 CY 35 2,383 1,094 2,606 6,083
1.75 119.16 54.70 130.31 304.17
Crew:Qty= 20.000 CY, Prod=4.00 CY/hour (40.00 CY/ day), 1.750MH/CY, 0.57 CY/MH, 5.00 hour (0.50 days)
Place Concrete 1.00 EA 695.43
Labour Foreman 1.0 76.56 383
Labourer 6.0 66.68 2,000
Truck Mounted Concrete Pump 1.0 164.07 820
Concrete Vibrator-Normal 2.0 1.14 11
10 KW Generator Set (Gas)2.0 10.99 110
3/4 Ton Crew Cab Truck 4x4 1.0 30.46 152
4,000 PSI (20 MPA) Readymix Concrete 20.0 CY 130.31 2,606
35 Finish Concrete 200.00 SF 5 250 250
0.03 1.25 1.25
Crew:Qty= 200.000 SF, Prod=80.00 SF/hour (800.00 SF/ day), 0.025MH/SF, 40.00 SF/MH, 2.50 hour (0.25 days)
Finish Concrete with Trowel 1.00 EA 100.1508
Cement Finisher 2.0 50.08 250
40 Cure Concrete 458.00 SF 5 250 46 296
0.01 0.55 0.10 0.65
Crew:Qty= 458.000 SF, Prod=183.20 SF/hour (1,832.00 SF/ day), 0.011MH/SF, 91.60 SF/MH, 2.50 hour (0.25 days)
Apply Concrete Curing Agent 1.00 EA 100.1508
Cement Finisher 2.0 50.08 250
Curing Agent per sf 458.0 SF 0.10 46
030 Electrical 1.00 LS 2,560 247,264 21,152 638,650 907,066
2,560.00 247,264.00 21,152.00 638,650.00 907,066.00
010 Electrical Equipment 1.00 LS 638,650 638,650
638,650.00 638,650.00
Lighting Fixture 10.0 EA 500.00 5,000
RTU Mods and Control Panel 1.0 EA 15,000.00 15,000
100A ATS 1.0 EA 3,500.00 3,500
Door Intrusion Switches 3.0 EA 50.00 150
300HP VFD 1.0 EA 110,000.00 110,000
Service Entrance MCC 1.0 EA 115,000.00 115,000
500 kW Portable Generator 1.0 EA 380,000.00 380,000
Generator Connection Panel 1.0 EA 10,000.00 10,000
020 Electrical Labor 1.00 LS 2,560 247,264 21,152 268,416
2,560.00 247,264.00 21,152.00 268,416.00
Crew:Qty= 8.000 WEEK, Prod=0.03 WEEK/hour (0.20 WEEK/ day), 320.000MH/WEEK, 0.00 WEEK/MH, 320.00 hour (40.00 days)
Electrical Crew - 8 man with boomtruck(Equipment)1.00 EA 838.8
Boomtruck Operator 1.0 104.83 33,546
Electrical Foreman 1.0 95.41 30,531
Electrician 4.0 95.41 122,125
Electricians Helper 2.0 95.41 61,062
5 Ton Boomtruck 1.0 66.10 21,152
030 Site Electrical 1.00 LS
020 Bayview Well 1.00 LS 1,655 154,473 21,722 919 332,053 509,167
1,655.00 154,473.34 21,721.68 918.99 332,052.84 509,166.85
010 Structural 1.00 LS 375 30,841 11,146 919 3,480 46,386
375.00 30,841.34 11,145.68 918.99 3,479.84 46,385.85
010 Transformer Pad 7.00 CY 193 15,671 5,573 398 1,752 23,394
27.50 2,238.72 796.12 56.87 250.31 3,342.02
010 Foundation Prep 64.00 SF 40 3,357 2,329 280 5,965
0.63 52.45 36.39 4.38 93.21
Crew:Qty= 64.000 sf, Prod=8.00 sf/hour (64.00 sf/ day), 0.625MH/sf, 1.60 sf/MH, 8.00 hour (1.00 days)
Foundation Preparation Backhoe 1.00 EA 710.66
Backhoe Operator 1.0 104.83 839
Packer Operator 1.0 104.83 839
Labour Foreman 1.0 76.56 612
Labourer 2.0 66.68 1,067
2.0 CY Backhoe ( Cat 330 )1.0 186.48 1,492
8 Ton Compactor 66" (Cat 433)1.0 81.58 653
1/2 Ton Pickup Truck 4x4 1.0 23.02 184
Structural Fill 3.0 CY 35.00 105
Aggregate Base 5.0 CY 35.00 175
020 Build Set, Strip & Move Support Forms 96.00 SF 53 4,879 608 382 5,870
0.55 50.83 6.33 3.98 61.14
Crew:Qty= 96.000 SF, Prod=19.20 SF/hour (192.00 SF/ day), 0.547MH/SF, 1.83 SF/MH, 5.00 hour (0.50 days)
Set Strip Support Forms 1.00 EA 1097.48
Crane Operator Class-A 0.5 113.66 284
Labourer 3.0 66.68 1,000
Carpenter Foreman 1.0 104.19 521
Carpenter 6.0 102.47 3,074
40 Ton Hydraulic Crane (Grove700)0.5 108.88 272
3/4 Ton Crew Cab Truck 4x4 1.0 30.46 152
5 Ton Flat Bed Truck 1.0 36.70 184
Supply Wood Form Wood Walers & Strongbacks 40.0 SF 7.21 288
Set Strip Form Material 96.0 SF 0.98 94
030 Place Reinforcing Steel 1,000.00 LB 45 4,050 1,542 560 6,153
0.04 4.05 1.54 0.56 6.15
Crew:Qty= 0.500 ton, Prod=0.10 ton/hour (1.00 ton/ day), 90.000MH/ton, 0.01 ton/MH, 5.00 hour (0.50 days)
Place Reinforcing Steel 1.00 EA 1118.51
Crane Operator Class-A 1.0 113.66 568
Labourer 1.0 66.68 333
Ironworker Foreman 1.0 89.99 450
Ironworker 5.0 89.99 2,250
Oiler 1.0 89.78 449
100 Ton Truck Crane (Linkbelt 218)1.0 241.29 1,206
3/4 Ton Crew Cab Truck 4x4 1.0 30.46 152
5 Ton Flat Bed Truck 1.0 36.70 184
Supply Fabricated Rebar 1,000.0 LB 0.56 560
040 Place Concrete 7.00 CY 35 2,383 1,094 912 4,389
5.00 340.46 156.28 130.31 627.05
Crew:Qty= 7.000 CY, Prod=1.40 CY/hour (14.00 CY/ day), 5.000MH/CY, 0.20 CY/MH, 5.00 hour (0.50 days)
Place Concrete 1.00 EA 695.43
Labour Foreman 1.0 76.56 383
Labourer 6.0 66.68 2,000
Truck Mounted Concrete Pump 1.0 164.07 820
Concrete Vibrator-Normal 2.0 1.14 11
10 KW Generator Set (Gas)2.0 10.99 110
3/4 Ton Crew Cab Truck 4x4 1.0 30.46 152
3,000 PSI (20 MPA) Readymix Concrete 7.0 CY 130.31 912
050 Finish Concrete 60.00 SF 10 501 501
0.17 8.35 8.35
Crew:Qty= 60.000 SF, Prod=12.00 SF/hour (120.00 SF/ day), 0.167MH/SF, 6.00 SF/MH, 5.00 hour (0.50 days)
Finish Concrete with Trowel 1.00 EA 100.1508
Cement Finisher 2.0 50.08 501
060 Cure Concrete 156.00 SF 10 501 16 516
0.06 3.21 0.10 3.31
Crew:Qty= 156.000 SF, Prod=31.20 SF/hour (312.00 SF/ day), 0.064MH/SF, 15.60 SF/MH, 5.00 hour (0.50 days)
Apply Concrete Curing Agent 1.00 EA 100.1508
Cement Finisher 2.0 50.08 501
Curing Agent per sf 156.0 SF 0.10 16
010 Manual Transfer Pad 7.00 CY 183 15,170 5,573 521 1,728 22,992
26.07 2,167.18 796.12 74.42 246.81 3,284.53
010 Foundation Prep 49.00 SF 40 3,357 2,329 228 5,913
0.82 68.50 47.52 4.64 120.67
Crew:Qty= 49.000 sf, Prod=6.13 sf/hour (49.00 sf/ day), 0.816MH/sf, 1.23 sf/MH, 8.00 hour (1.00 days)
Foundation Preparation Backhoe 1.00 EA 710.66
Backhoe Operator 1.0 104.83 839
Packer Operator 1.0 104.83 839
Labour Foreman 1.0 76.56 612
Labourer 2.0 66.68 1,067
2.0 CY Backhoe ( Cat 330 )1.0 186.48 1,492
8 Ton Compactor 66" (Cat 433)1.0 81.58 653
1/2 Ton Pickup Truck 4x4 1.0 23.02 184
Structural Fill 2.5 CY 35.00 88
Aggregate Base 4.0 CY 35.00 140
020 Build Set, Strip & Move Support Forms 126.00 SF 53 4,879 608 502 5,989
0.42 38.73 4.83 3.98 47.53
Crew:Qty= 126.000 SF, Prod=25.20 SF/hour (252.00 SF/ day), 0.417MH/SF, 2.40 SF/MH, 5.00 hour (0.50 days)
Set Strip Support Forms 1.00 EA 1097.48
Crane Operator Class-A 0.5 113.66 284
Labourer 3.0 66.68 1,000
Carpenter Foreman 1.0 104.19 521
Carpenter 6.0 102.47 3,074
40 Ton Hydraulic Crane (Grove700)0.5 108.88 272
3/4 Ton Crew Cab Truck 4x4 1.0 30.46 152
5 Ton Flat Bed Truck 1.0 36.70 184
Supply Wood Form Wood Walers & Strongbacks 52.5 SF 7.21 379
Set Strip Form Material 126.0 SF 0.98 123
030 Place Reinforcing Steel 1,050.00 LB 45 4,050 1,542 588 6,181
0.04 3.86 1.47 0.56 5.89
Crew:Qty= 0.525 ton, Prod=0.11 ton/hour (1.05 ton/ day), 85.714MH/ton, 0.01 ton/MH, 5.00 hour (0.50 days)
Place Reinforcing Steel 1.00 EA 1118.51
Crane Operator Class-A 1.0 113.66 568
Labourer 1.0 66.68 333
Ironworker Foreman 1.0 89.99 450
Ironworker 5.0 89.99 2,250
Oiler 1.0 89.78 449
100 Ton Truck Crane (Linkbelt 218)1.0 241.29 1,206
3/4 Ton Crew Cab Truck 4x4 1.0 30.46 152
5 Ton Flat Bed Truck 1.0 36.70 184
Supply Fabricated Rebar 1,050.0 LB 0.56 588
040 Place Concrete 7.00 CY 35 2,383 1,094 912 4,389
5.00 340.46 156.28 130.31 627.05
Crew:Qty= 7.000 CY, Prod=1.40 CY/hour (14.00 CY/ day), 5.000MH/CY, 0.20 CY/MH, 5.00 hour (0.50 days)
Place Concrete 1.00 EA 695.43
Labour Foreman 1.0 76.56 383
Labourer 6.0 66.68 2,000
Truck Mounted Concrete Pump 1.0 164.07 820
Concrete Vibrator-Normal 2.0 1.14 11
10 KW Generator Set (Gas)2.0 10.99 110
3/4 Ton Crew Cab Truck 4x4 1.0 30.46 152
3,000 PSI (20 MPA) Readymix Concrete 7.0 CY 130.31 912
050 Finish Concrete 63.00 SF 5 250 250
0.08 3.97 3.97
Crew:Qty= 63.000 SF, Prod=25.20 SF/hour (252.00 SF/ day), 0.079MH/SF, 12.60 SF/MH, 2.50 hour (0.25 days)
Finish Concrete with Trowel 1.00 EA 100.1508
Cement Finisher 2.0 50.08 250
060 Cure Concrete 189.00 SF 5 250 19 269
0.03 1.32 0.10 1.42
Crew:Qty= 189.000 SF, Prod=75.60 SF/hour (756.00 SF/ day), 0.027MH/SF, 37.80 SF/MH, 2.50 hour (0.25 days)
Apply Concrete Curing Agent 1.00 EA 100.1508
Cement Finisher 2.0 50.08 250
Curing Agent per sf 189.0 SF 0.10 19
020 Electrical 1.00 LS 1,280 123,632 10,576 328,573 462,781
1,280.00 123,632.00 10,576.00 328,573.00 462,781.00
010 Electrical Equipment 1.00 LS 328,573 328,573
328,573.00 328,573.00
Video Cameras / Network Rack 1.0 LS 30,000.00 30,000
RTU and Control Panel Modifications 1.0 EA 15,000.00 15,000
Medium Voltage Transfer Switch 1.0 EA 204,000.00 204,000
Step Transformer, 500kVA / 480V/277:4160V 1.0 EA 72,073.00 72,073
Generator Connection Panel 1.0 EA 7,500.00 7,500
020 Electrical Labor 1.00 LS 1,280 123,632 10,576 134,208
1,280.00 123,632.00 10,576.00 134,208.00
Crew:Qty= 4.000 WEEK, Prod=0.03 WEEK/hour (0.20 WEEK/ day), 320.000MH/WEEK, 0.00 WEEK/MH, 160.00 hour (20.00 days)
Electrical Crew - 8 man with boomtruck(Equipment)1.00 EA 838.8
Boomtruck Operator 1.0 104.83 16,773
Electrical Foreman 1.0 95.41 15,266
Electrician 4.0 95.41 61,062
Electricians Helper 2.0 95.41 30,531
5 Ton Boomtruck 1.0 66.10 10,576
030 Site Electrical 1.00 LS 1,120 63,614 12,085 3,000 39,485 118,184
1,120.00 63,613.78 12,085.38 3,000.00 39,485.30 118,184.46
010 Conduit & Wiring 1.00 LS 1,120 63,614 12,085 3,000 39,485 118,184
1,120.00 63,613.78 12,085.38 3,000.00 39,485.30 118,184.46
010 Conduit 1.00 LS 22,880 22,880
22,880.40 22,880.40
1" Conduit (PVC) 500.0 LF 3.24 1,620
4" Conduit (GRC)100.0 LF 83.07 8,307
4" Conduit (PVC)240.0 LF 15.03 3,607
5" PVC Pipe 20.0 LF 20.22 404
5" GRC Pipe 60.0 LF 82.63 4,958
1" Conduit (GRC)240.0 LF 16.60 3,984
020 Wiring 1.00 LS 11,905 11,905
11,904.90 11,904.90
1/0 Wire XHHW 520.0 LF 3.39 1,763
#12 Wire XHHW 2,550.0 LF 0.27 689
#14 Wire XHHW 3,200.0 LF 0.19 608
4/0 Wire Bare 650.0 LF 6.32 4,108
#600kcmil Wire XHHW 1,680.0 LF 2.82 4,738
030 Utility Trenching 1.00 LS 160 9,061 8,878 3,000 20,939
160.00 9,061.44 8,877.76 3,000.00 20,939.20
Crew:Qty= 200.000 LF, Prod=25.00 LF/hour (200.00 LF/ day), 0.440MH/LF, 2.27 LF/MH, 8.00 hour (1.00 days)
Trench Excavation 1.00 EA 1176.43
Equipment Foreman 1.0 64.44 516
Backhoe Operator 4.0 58.56 1,874
Dozer Operator 1.0 57.19 458
Oiler 1.0 58.56 468
Truck Spotter 4.0 49.60 1,587
220 Hsp Bulldozer ( Cat D7 )1.0 110.97 888
2.3 CY Backhoe ( Cat 235 )4.0 103.44 3,310
3/4 Ton Pickup Truck 4x4 1.0 18.56 148
3/4 Ton Crew Cab Truck 4x4 1.0 20.31 162
Crew:Qty= 200.000 LF, Prod=25.00 LF/hour (200.00 LF/ day), 0.360MH/LF, 2.78 LF/MH, 8.00 hour (1.00 days)
Backfill Trench 1.00 EA 1065.97
Equipment Foreman 1.0 64.44 516
Backhoe Operator 1.0 58.56 468
Dozer Operator 3.0 57.19 1,373
Oiler 3.0 58.56 1,405
Truck Spotter 1.0 49.60 397
220 Hsp Bulldozer ( Cat D7 )1.0 110.97 888
305 Hsp Bulldozer ( Cat D8 )2.0 164.58 2,633
1.7 CY Backhoe ( JD 790 )1.0 87.43 699
3/4 Ton Pickup Truck 4x4 1.0 18.56 148
Sand 1.0 LS 3,000.00 3,000
040 Electrical Labor 1.00 LS 960 54,552 3,208 57,760
960.00 54,552.34 3,207.62 57,759.96
Crew:Qty= 30.000 DAYS, Prod=0.13 DAYS/hour (1.00 DAYS/ day), 32.000MH/DAYS, 0.03 DAYS/MH, 240.00 hour (30.00 days)
Electrical Crew - 4 man with pickup (Conduit)1.00 EA 240.6665
Labourer 1.0 49.60 11,903
Electrical Foreman 1.0 70.92 17,021
Electrician 2.0 53.39 25,628
1/2 Ton Pickup Truck 2x2 1.0 13.37 3,208
050 Equipment 1.00 LS 4,700 4,700
4,700.00 4,700.00
800 Disconnect Switch 1.0 EA 2,500.00 2,500
8ft Copper Ground Rod 4.0 EA 550.00 2,200
020 Well Rehabilitation Items 1.00 LS 8,109 709,795 157,355 46,823 461,539 1,375,512
8,109.29 709,795.43 157,354.57 46,822.65 461,538.86 1,375,511.51
010 Tahoe Well 1.00 LS 4,526 396,869 81,293 10,108 359,967 848,237
4,526.28 396,869.12 81,292.99 10,108.00 359,967.05 848,237.15
010 Demolition 1.00 LS 1,484 124,893 33,239 7,500 165,632
1,484.00 124,892.68 33,238.84 7,500.00 165,631.52
010 General Demolition (Protect Trees, Piping, Protect Bollards, etc.)1.00 LS 240 16,477 1,439 17,916
240.00 16,477.44 1,439.04 17,916.48
Crew:Qty= 48.000 Hour, Prod=1.00 Hour/hour (8.00 Hour/ day), 5.000MH/Hour, 0.20 Hour/MH, 48.00 hour (6.00 days)
5- Man Labour Crew 1.00 EA 373.26
Labour Foreman 1.0 76.56 3,675
Labourer 4.0 66.68 12,803
3/4 Ton Crew Cab Truck 2x4 1.0 29.98 1,439
020 Civil/Mechanical Demolition (Demolish Pavement, Yard Piping, Infiltration Gallery, etc.)1.00 LS 400 27,462 2,398 29,861
400.00 27,462.40 2,398.40 29,860.80
Crew:Qty= 80.000 Hour, Prod=1.00 Hour/hour (8.00 Hour/ day), 5.000MH/Hour, 0.20 Hour/MH, 80.00 hour (10.00 days)
5- Man Labour Crew 1.00 EA 373.26
Labour Foreman 1.0 76.56 6,125
Labourer 4.0 66.68 21,338
3/4 Ton Crew Cab Truck 2x4 1.0 29.98 2,398
030 Structural Demolition 1.00 LS 160 14,476 14,476
160.00 14,475.84 14,475.84
Crew:Qty= 32.000 Hour, Prod=1.00 Hour/hour (8.00 Hour/ day), 5.000MH/Hour, 0.20 Hour/MH, 32.00 hour (4.00 days)
Structural Demolition 1.00 EA 452.37
Labour Foreman 1.0 76.56 2,450
Labourer 1.0 66.68 2,134
Carpenter Foreman 1.0 104.19 3,334
Carpenter 2.0 102.47 6,558
040 Electrical Demolition 1.00 LS 492 48,487 14,929 63,416
492.00 48,486.60 14,928.92 63,415.52
Crew:Qty= 164.000 hour, Prod=1.00 hour/hour (8.00 hour/ day), 3.000MH/hour, 0.33 hour/MH, 164.00 hour (20.50 days)
Electrical Crew - 4 man with pickup (Conduit)1.00 EA 386.68
Utility Forklift Operator 1.0 104.83 17,192
Electrical Foreman 1.0 95.41 15,647
Electrician 1.0 95.41 15,647
4 Tonne Forklift (JCB-8000lb)1.0 42.35 6,945
1/2 Ton Pickup Truck 2x2 2.0 24.34 7,984
050 Load/Haul/Dump 300.00 CY 192 17,990 14,472 7,500 39,963
0.64 59.97 48.24 25.00 133.21
Crew:Qty= 300.000 CY, Prod=6.25 CY/hour (50.00 CY/ day), 0.640MH/CY, 1.56 CY/MH, 48.00 hour (6.00 days)
Load & Haul 1.00 EA 676.31
Loader Operator 1.0 104.83 5,032
Truck Spotter 1.0 89.99 4,320
Highway Truck Driver 2.0 89.99 8,639
2.7 CY Loader (JD644 )1.0 108.75 5,220
20 Ton (10 CY) Tandem Truck 2.0 96.38 9,252
Dump Fee 300.0 CY 25.00 7,500
020 Civil 1.00 LS 482 37,592 9,475 2,608 40,278 89,953
482.28 37,592.44 9,474.95 2,608.00 40,278.05 89,953.43
020 Chain Link Fence 15.00 LF 8 630 84 714
0.53 41.97 5.63 47.60
Crew:Qty= 15.000 LF, Prod=7.50 LF/hour (60.00 LF/ day), 0.533MH/LF, 1.88 LF/MH, 2.00 hour (0.25 days)
Install Chainlink Fence 1.00 EA 356.98
Auger Operator 1.0 104.83 210
Labour Foreman 1.0 76.56 153
Labourer 2.0 66.68 267
Truck Mounted Post Hole Auger 1.0 42.23 84
030 Replace Slot Drain 65.00 LF 20 1,775 1,441 3,216
0.30 27.30 22.17 49.47
Crew:Qty= 65.000 LF, Prod=16.40 LF/hour (131.23 LF/ day), 0.305MH/LF, 3.28 LF/MH, 3.96 hour (0.50 days)
Excavate & Install Slot Drains 1.00 EA 811.54
Equipment Foreman 1.0 104.83 415
Backhoe Operator 1.0 104.83 415
Loader Operator 1.0 104.83 415
Labourer 1.0 66.68 264
Pipelayer 1.0 66.68 264
3.0 CY Track Loader ( Cat 963 )1.0 160.01 634
1.7 CY Backhoe ( JD 790 )1.0 166.97 662
22" Smooth Drum Manual (Bomag 55)1.0 13.69 54
1/2 Ton Pickup Truck 4x4 1.0 23.02 91
040 Rehab & Replace Infiltration Gallery 1.00 EA 16 1,373 158 108 550 2,189
16.00 1,372.98 157.72 108.00 550.00 2,188.70
010 (2) 4" PVC Perforated Pipe 1/4" dia. 36.00 LF 10 897 108 1,005
0.28 24.91 3.00 27.91
Crew:Qty= 36.000 LF, Prod=18.00 LF/hour (144.00 LF/ day), 0.278MH/LF, 3.60 LF/MH, 2.00 hour (0.25 days)
SDR PVC 100mm (4") Gravity Sewer Pipe, Ring Tite Joint 1.00 EA 448.3
Pipefitter Foreman 1.0 89.66 179
Pipefitter 3.0 89.66 538
Pipefitter Helper 1.0 89.66 179
(2) 4" PVC Perforated Pipe 1/4" dia. 36.0 LF 3.00 108
020 Crushed Drain Rock 22.00 CY 6 476 158 550 1,184
0.27 21.65 7.17 25.00 53.82
Crew:Qty= 22.000 CY, Prod=11.00 CY/hour (88.00 CY/ day), 0.273MH/CY, 3.67 CY/MH, 2.00 hour (0.25 days)
Place Granular Drain Rock 1.00 EA 317.05
Loader Operator 1.0 104.83 210
Labourer 2.0 66.68 267
1.4 CY Backhoe Loader (JD 410)1.0 69.48 139
Jumping Jack Handheld Packer 1.0 9.38 19
Crushed Drain Rock 22.0 CY 25.00 550
050 Removable Bollards 5.00 EA 36 2,775 347 2,500 1,642 7,264
7.24 555.05 69.37 500.00 328.34 1,452.75
Crew:Qty= 5.000 CY, Prod=13.33 CY/hour (106.67 CY/ day), 0.113MH/CY, 8.89 CY/MH, 0.38 hour (0.05 days)
Excavate & Load 1.5 CY (Cat 325) Backhoe 1.00 EA 307.925
Equipment Foreman 0.5 104.83 20
Backhoe Operator 1.0 104.83 39
1.5 CY Backhoe (Cat 325)1.0 139.17 52
1/2 Ton Pickup Truck 4x4 0.5 23.02 4
Crew:Qty= 0.625 CY, Prod=1.00 CY/hour (8.00 CY/ day), 4.000MH/CY, 0.25 CY/MH, 0.63 hour (0.08 days)
Place Granular Backfill to Interior Footings 1.00 EA 420.73
Loader Operator 1.0 104.83 66
Leadhand 1.0 89.99 56
Labourer 2.0 66.68 83
1.4 CY Backhoe Loader (JD 410)1.0 69.48 43
Jumping Jack Handheld Packer 1.0 9.38 6
22" Smooth Drum Manual (Bomag 55)1.0 13.69 9
Crew:Qty= 2.500 CY, Prod=1.33 CY/hour (10.67 CY/ day), 5.250MH/CY, 0.19 CY/MH, 1.88 hour (0.23 days)
Place Concrete 1.00 EA 511.33
Labour Foreman 1.0 76.56 144
Labourer 2.0 66.68 250
Concrete Labourer 3.0 66.68 375
Truck Spotter 1.0 89.99 169
Concrete Vibrator-Normal 1.0 1.31 2
10 KW Generator Set (Gas)1.0 10.07 19
Crew:Qty= 5.000 EA, Prod=1.00 EA/hour (8.00 EA/ day), 4.000MH/EA, 0.25 EA/MH, 5.00 hour (0.63 days)
Install Steel Pipe, Bollard, Accessories 1.00 EA 356.98
Auger Operator 1.0 104.83 524
Labour Foreman 1.0 76.56 383
Labourer 2.0 66.68 667
Truck Mounted Post Hole Auger 1.0 42.23 211
Removable Bollards 5.0 EA 500.00 2,500
Accessories 5.0 EA 250.00 1,250
Granular Backfill 5.0 TON 10.93 55
1 PVC Drain Pipe 5.0 LF 2.25 11
Encasement Concrete 2.5 CY 130.31 326
070 Construct Snow Rails 170.00 LF 133 9,750 1,766 13,086 24,602
0.78 57.35 10.39 76.98 144.72
Crew:Qty= 4.837 CY, Prod=1.17 CY/hour (9.33 CY/ day), 3.429MH/CY, 0.29 CY/MH, 4.15 hour (0.52 days)
Place Granular Backfill 1.00 EA 420.73
Loader Operator 1.0 104.83 435
Leadhand 1.0 89.99 373
Labourer 2.0 66.68 553
1.4 CY Backhoe Loader (JD 410)1.0 69.48 288
Jumping Jack Handheld Packer 1.0 9.38 39
22" Smooth Drum Manual (Bomag 55)1.0 13.69 57
Crew:Qty= 170.000 LF, Prod=61.50 LF/hour (492.00 LF/ day), 0.033MH/LF, 30.75 LF/MH, 2.76 hour (0.35 days)
Fine Grade 1.00 EA 388.82
Grader Operator 1.0 104.83 290
Grademan 1.0 90.59 250
200 Hsp Grader (Cat 14G)1.0 193.40 535
Crew:Qty= 170.000 CY, Prod=15.38 CY/hour (123.00 CY/ day), 0.455MH/CY, 2.20 CY/MH, 11.06 hour (1.38 days)
Place Snow Rail Footing 1.00 EA 511.33
Labour Foreman 1.0 76.56 847
Labourer 2.0 66.68 1,475
Concrete Labourer 3.0 66.68 2,212
Truck Spotter 1.0 89.99 995
Concrete Vibrator-Normal 1.0 1.31 14
10 KW Generator Set (Gas)1.0 10.07 111
Crew:Qty= 170.000 LF, Prod=15.38 LF/hour (123.00 LF/ day), 0.195MH/LF, 5.13 LF/MH, 11.06 hour (1.38 days)
Place Snow Rails 1.00 EA 275.17
Labour Foreman 1.0 76.56 847
Labourer 2.0 66.68 1,475
Truck Mounted Post Hole Auger 1.0 42.23 467
1/2 Ton Pickup Truck 4x4 1.0 23.02 255
90lb Railroad Track Rail 170.0 LF 40.00 6,800
Granular Backfill 9.7 TON 10.93 106
Concrete for Snow Rail 8.3 CY 130.31 1,081
Snow Rails 170.0 LF 30.00 5,100
080 Grade Snow Storage Area 1,000.00 SY 4 391 297 688
0.00 0.39 0.30 0.69
Crew:Qty= 1,000.000 SY, Prod=500.00 SY/hour (4,000.00 SY/ day), 0.004MH/SY, 250.00 SY/MH, 2.00 hour (0.25 days)
Fine Grade Site 1.00 EA 343.98
Grader Operator 1.0 104.83 210
Grademan 1.0 90.59 181
140 Hsp Grader (Cat 140)1.0 148.56 297
090 Install 6' Precast Fence 110.00 LF 160 12,590 4,267 20,000 36,857
1.45 114.45 38.79 181.82 335.07
Crew:Qty= 110.000 LF, Prod=2.75 LF/hour (22.00 LF/ day), 1.455MH/LF, 0.69 LF/MH, 40.00 hour (5.00 days)
Install Fence 1.00 EA 421.43
Equipment Operator 1.0 104.83 4,193
Labour Foreman 1.0 76.56 3,062
Labourer 2.0 66.68 5,334
Truck Mounted Post Hole Auger 1.0 42.23 1,689
Cat TH63 Forklift 1.0 64.45 2,578
Install 6' Precast Fence 110.0 LF 181.82 20,000
110 Replace Wooden Fence 220.00 LF 106 8,309 1,115 5,000 14,424
0.48 37.77 5.07 22.73 65.56
Crew:Qty= 220.000 LF, Prod=8.33 LF/hour (66.67 LF/ day), 0.480MH/LF, 2.08 LF/MH, 26.40 hour (3.30 days)
Erect Wood Fence 1.00 EA 356.98
Auger Operator 1.0 104.83 2,768
Labour Foreman 1.0 76.56 2,021
Labourer 2.0 66.68 3,521
Truck Mounted Post Hole Auger 1.0 42.23 1,115
Replace Wooden Fence 220.0 LF 22.73 5,000
030 Mechanical 1.00 LS 2,560 234,384 38,579 319,689 592,652
2,560.00 234,384.00 38,579.20 319,689.00 592,652.20
010 Mechanical Equipment 1.00 LS 309,070 309,070
309,070.00 309,070.00
4" Welded Steel Pipe, Epoxy Coated/Lined, 4 150lb FL 15.0 LF 58.00 870
4" Cla-Val 1.0 EA 6,500.00 6,500
4" Magnetic Flowmeter 1.0 EA 6,000.00 6,000
8" Magnetic Flowmeter 1.0 EA 10,000.00 10,000
12" Magnetic Flowmeter 1.0 EA 20,000.00 20,000
Eyewash Station 1.0 EA 1,700.00 1,700
Pressure Transmitter 1.0 EA 2,400.00 2,400
300HP Vertical Turbine Well Pump 1.0 EA 125,000.00 125,000
Chlorine Metering Pumps 2.0 EA 20,000.00 40,000
400GAL Chlorine Storage Tank 1.0 EA 25,000.00 25,000
3,000GAL Diesel Tank & Appurtenances 1.0 EA 50,000.00 50,000
12" Cla-Val 1.0 EA 10,000.00 10,000
2" ARV 1.0 EA 2,500.00 2,500
8" BFV 1.0 EA 1,600.00 1,600
Level Transmitter 1.0 EA 7,500.00 7,500
020 Piping 1.00 LS 10,619 10,619
10,619.00 10,619.00
1" SCH80 PVC Process Piping 20.0 LF 2.23 45
12" Welded Steel Pipe, Epoxy Coated/Lined, 4 150lb FL 15.0 LF 189.00 2,835
8" Welded Steel Pipe, Epoxy Coated/Lined, 4 150lb FL 15.0 LF 123.00 1,845
8" Welded Steel Elbow 1.0 EA 200.00 200
12"x8" Welded Steel Tee, Flanged 1.0 EA 2,000.00 2,000
12" Flexible Joint 1.0 EA 575.00 575
12" Dismantling Joint 1.0 EA 2,500.00 2,500
1" CPVC Chemical Piping and Double Containment Piping 40.0 LF 2.16 86
1" Fuel Oil Supply Steel Pipe 100.0 LF 2.23 223
3" Containment Piping 100.0 LF 3.10 310
030 Mechanical Labor 1.00 LS 2,560 234,384 38,579 272,963
2,560.00 234,384.00 38,579.20 272,963.20
Crew:Qty= 8.000 WEEK, Prod=0.03 WEEK/hour (0.20 WEEK/ day), 320.000MH/WEEK, 0.00 WEEK/MH, 320.00 hour (40.00 days)
Mechanical Crew - 8 man with Boomtruck (extra-large dia pipe)1.00 EA 853.01
Boomtruck Operator 1.0 104.83 33,546
Pipefitter Foreman 1.0 89.66 28,691
Pipefitter 4.0 89.66 114,765
Pipefitter Helper 2.0 89.66 57,382
400 Amp Diesel Welder 2.0 27.23 17,427
5 Ton Boomtruck 1.0 66.10 21,152
020 Bayview Well 1.00 LS 583 46,034 9,872 3,750 2,400 62,057
582.79 46,034.30 9,872.33 3,750.00 2,400.00 62,056.62
010 Demolition 1.00 LS 560 44,309 9,544 3,750 57,604
560.00 44,309.28 9,544.40 3,750.00 57,603.68
010 General Demolition (Protect Trees, Piping, Protect Bollards, etc.)1.00 LS 120 8,239 720 8,958
120.00 8,238.72 719.52 8,958.24
Crew:Qty= 24.000 Hour, Prod=1.00 Hour/hour (8.00 Hour/ day), 5.000MH/Hour, 0.20 Hour/MH, 24.00 hour (3.00 days)
5- Man Labour Crew 1.00 EA 373.26
Labour Foreman 1.0 76.56 1,837
Labourer 4.0 66.68 6,401
3/4 Ton Crew Cab Truck 2x4 1.0 29.98 720
020 Civil/Mechanical Demolition (Demolish Pavement, Yard Piping, Infiltration Gallery, etc.)1.00 LS 200 13,731 1,199 14,930
200.00 13,731.20 1,199.20 14,930.40
Crew:Qty= 40.000 Hour, Prod=1.00 Hour/hour (8.00 Hour/ day), 5.000MH/Hour, 0.20 Hour/MH, 40.00 hour (5.00 days)
5- Man Labour Crew 1.00 EA 373.26
Labour Foreman 1.0 76.56 3,062
Labourer 4.0 66.68 10,669
3/4 Ton Crew Cab Truck 2x4 1.0 29.98 1,199
030 Structural Demolition 1.00 LS 80 7,238 7,238
80.00 7,237.92 7,237.92
Crew:Qty= 16.000 Hour, Prod=1.00 Hour/hour (8.00 Hour/ day), 5.000MH/Hour, 0.20 Hour/MH, 16.00 hour (2.00 days)
Structural Demolition 1.00 EA 452.37
Labour Foreman 1.0 76.56 1,225
Labourer 1.0 66.68 1,067
Carpenter Foreman 1.0 104.19 1,667
Carpenter 2.0 102.47 3,279
040 Electrical Demolition 1.00 LS 64 6,106 389 6,496
64.00 6,106.24 389.44 6,495.68
Crew:Qty= 16.000 hour, Prod=1.00 hour/hour (8.00 hour/ day), 4.000MH/hour, 0.25 hour/MH, 16.00 hour (2.00 days)
Electrical Crew - 4 man with pickup (Conduit)1.00 EA 405.98
Electrical Foreman 1.0 95.41 1,527
Electrician 2.0 95.41 3,053
Electricians Helper 1.0 95.41 1,527
1/2 Ton Pickup Truck 2x2 1.0 24.34 389
050 Load/Haul/Dump 150.00 CY 96 8,995 7,236 3,750 19,981
0.64 59.97 48.24 25.00 133.21
Crew:Qty= 150.000 CY, Prod=6.25 CY/hour (50.00 CY/ day), 0.640MH/CY, 1.56 CY/MH, 24.00 hour (3.00 days)
Load & Haul 1.00 EA 676.31
Loader Operator 1.0 104.83 2,516
Truck Spotter 1.0 89.99 2,160
Highway Truck Driver 2.0 89.99 4,320
2.7 CY Loader (JD644 )1.0 108.75 2,610
20 Ton (10 CY) Tandem Truck 2.0 96.38 4,626
Dump Fee 150.0 CY 25.00 3,750
020 Civil 1.00 LS 23 1,725 328 2,400 4,453
22.79 1,725.02 327.93 2,400.00 4,452.94
010 Chain Link Fence 15.00 LF 8 630 84 714
0.53 41.97 5.63 47.60
Crew:Qty= 15.000 LF, Prod=7.50 LF/hour (60.00 LF/ day), 0.533MH/LF, 1.88 LF/MH, 2.00 hour (0.25 days)
Install Chainlink Fence 1.00 EA 356.98
Auger Operator 1.0 104.83 210
Labour Foreman 1.0 76.56 153
Labourer 2.0 66.68 267
Truck Mounted Post Hole Auger 1.0 42.23 84
020 Replace Snow Rails 40.00 LF 8 546 170 716
0.20 13.65 4.24 17.90
Crew:Qty= 40.000 LF, Prod=15.38 LF/hour (123.00 LF/ day), 0.195MH/LF, 5.13 LF/MH, 2.60 hour (0.33 days)
Place Snow Rails 1.00 EA 275.17
Labour Foreman 1.0 76.56 199
Labourer 2.0 66.68 347
Truck Mounted Post Hole Auger 1.0 42.23 110
1/2 Ton Pickup Truck 4x4 1.0 23.02 60
030 Install Wooden Fence 24.00 LF 7 549 74 2,400 3,023
0.29 22.89 3.07 100.00 125.96
Crew:Qty= 24.000 LF, Prod=13.75 LF/hour (110.00 LF/ day), 0.291MH/LF, 3.44 LF/MH, 1.75 hour (0.22 days)
Install Fence 1.00 EA 356.98
Auger Operator 1.0 104.83 183
Labour Foreman 1.0 76.56 134
Labourer 2.0 66.68 233
Truck Mounted Post Hole Auger 1.0 42.23 74
Install Wooden Fence 24.0 LF 100.00 2,400
030 Luther Pass Pump Station 1.00 LS 3,000 266,892 66,189 32,965 99,172 465,218
3,000.22 266,892.02 66,189.26 32,964.65 99,171.81 465,217.74
010 Demolition 1.00 LS 140 12,161 8,676 2,500 23,337
140.00 12,160.76 8,675.76 2,500.00 23,336.52
010 General Demolition (Asphalt Paving)1.00 LS 36 3,418 3,612 7,029
36.00 3,417.72 3,611.76 7,029.48
Crew:Qty= 300.000 sf, Prod=37.50 sf/hour (300.00 sf/ day), 0.120MH/sf, 8.33 sf/MH, 8.00 hour (1.00 days)
Remove Asphalt Pavement 1.00 EA 878.685
Equipment Foreman 0.5 104.83 419
Backhoe Operator 1.0 104.83 839
Truck Spotter 1.0 89.99 720
Highway Truck Driver 2.0 89.99 1,440
2.0 CY Backhoe ( Cat 330 )1.0 186.48 1,492
32 Ton (16 CY) Triaxle Truck 2.0 126.74 2,028
1/2 Ton Pickup Truck 4x4 0.5 23.02 92
020 General Demolition (Snow Rails)1.00 LS 40 2,746 240 2,986
40.00 2,746.24 239.84 2,986.08
Crew:Qty= 8.000 Hour, Prod=1.00 Hour/hour (8.00 Hour/ day), 5.000MH/Hour, 0.20 Hour/MH, 8.00 hour (1.00 days)
5- Man Labour Crew 1.00 EA 373.26
Labour Foreman 1.0 76.56 612
Labourer 4.0 66.68 2,134
3/4 Ton Crew Cab Truck 2x4 1.0 29.98 240
050 Load/Haul/Dump 100.00 CY 64 5,997 4,824 2,500 13,321
0.64 59.97 48.24 25.00 133.21
Crew:Qty= 100.000 CY, Prod=6.25 CY/hour (50.00 CY/ day), 0.640MH/CY, 1.56 CY/MH, 16.00 hour (2.00 days)
Load & Haul 1.00 EA 676.31
Loader Operator 1.0 104.83 1,677
Truck Spotter 1.0 89.99 1,440
Highway Truck Driver 2.0 89.99 2,880
2.7 CY Loader (JD644 )1.0 108.75 1,740
20 Ton (10 CY) Tandem Truck 2.0 96.38 3,084
Dump Fee 100.0 CY 25.00 2,500
020 Civil 1.00 LS 210 16,942 8,799 6,250 5,428 37,419
210.00 16,942.14 8,798.89 6,250.00 5,427.69 37,418.73
010 Install BMPs 1.00 LS 80 5,492 480 5,000 10,972
80.00 5,492.48 479.68 5,000.00 10,972.16
Crew:Qty= 16.000 Hour, Prod=1.00 Hour/hour (8.00 Hour/ day), 5.000MH/Hour, 0.20 Hour/MH, 16.00 hour (2.00 days)
5- Man Labour Crew 1.00 EA 373.26
Labour Foreman 1.0 76.56 1,225
Labourer 4.0 66.68 4,268
3/4 Ton Crew Cab Truck 2x4 1.0 29.98 480
Install BMPs 1.0 LS 5,000.00 5,000
020 Wooden Fence 40.00 LF 19 1,511 203 909 2,623
0.48 37.77 5.07 22.73 65.56
Crew:Qty= 40.000 LF, Prod=8.33 LF/hour (66.67 LF/ day), 0.480MH/LF, 2.08 LF/MH, 4.80 hour (0.60 days)
Erect Wood Fence 1.00 EA 356.98
Auger Operator 1.0 104.83 503
Labour Foreman 1.0 76.56 367
Labourer 2.0 66.68 640
Truck Mounted Post Hole Auger 1.0 42.23 203
Wooden Fence 40.0 LF 22.73 909
030 AC Paving 900.00 SF 23 2,092 663 4,519 7,274
0.03 2.32 0.74 5.02 8.08
Crew:Qty= 34.000 ton, Prod=51.94 ton/hour (415.50 ton/ day), 0.058MH/ton, 17.31 ton/MH, 0.65 hour (0.08 days)
Spread & Compact Granular Base 1.00 EA 542.01
Grader Operator 1.0 104.83 69
Packer Operator 1.0 104.83 69
Grademan 1.0 90.59 59
140 Hsp Grader (Cat 140)1.0 148.56 97
10 Ton Compactor 120 hsp ( Dyn CA25)1.0 93.20 61
Crew:Qty= 34.000 ton, Prod=13.85 ton/hour (110.80 ton/ day), 0.361MH/ton, 2.77 ton/MH, 2.45 hour (0.31 days)
Pave AC 1.00 EA 620.09
Equipment Foreman 1.0 104.83 257
Loader Operator 1.0 104.83 257
Asphalt Roller 1.0 104.83 257
Labourer 1.0 66.68 164
Asphalt Raker 1.0 104.83 257
1300LB Skid Steer Loader (Bobcat 743)1.0 27.82 68
Asphalt Steel Roller (Ferguson)1.0 71.79 176
1-Ton Crew Cab 1.0 34.48 85
Crew:Qty= 900.000 SF, Prod=420.63 SF/hour (3,365.00 SF/ day), 0.010MH/SF, 105.16 SF/MH, 2.14 hour (0.27 days)
Prepare Subgrade - 6"1.00 EA 410.45
Dozer Operator 1.0 104.83 224
Leadhand 1.0 89.99 193
Labourer 2.0 66.68 285
70 HSP Bulldozer (Cat D3)1.0 68.58 147
22" Smooth Drum Manual (Bomag 55)1.0 13.69 29
Asphalt - Base Course (6")68.0 CY 44.30 3,012
AC - 4"34.0 TON 44.30 1,506
040 Clear & Grub 900.00 SF 56 4,849 5,041 9,890
0.06 5.39 5.60 10.99
Crew:Qty= 900.000 SF, Prod=112.50 SF/hour (900.00 SF/ day), 0.062MH/SF, 16.07 SF/MH, 8.00 hour (1.00 days)
Clear & Grub 1.00 EA 1236.2
Equipment Foreman 1.0 104.83 839
Dozer Operator 2.0 104.83 1,677
Labourer 3.0 66.68 1,600
Articulated Dump Driver 1.0 91.55 732
170 Hsp Bulldozer ( Cat D6 )1.0 125.18 1,001
Chipper - clearing 1.0 156.00 1,248
DT-320 Tree Mulcher 1.0 160.22 1,282
25 Ton Articulated Truck (Cat D250)1.0 158.25 1,266
3/4 Ton Crew Cab Truck 4x4 1.0 30.47 244
050 Load/Haul/Dump 50.00 CY 32 2,998 2,412 1,250 6,660
0.64 59.97 48.24 25.00 133.21
Crew:Qty= 50.000 CY, Prod=6.25 CY/hour (50.00 CY/ day), 0.640MH/CY, 1.56 CY/MH, 8.00 hour (1.00 days)
Load & Haul 1.00 EA 676.31
Loader Operator 1.0 104.83 839
Truck Spotter 1.0 89.99 720
Highway Truck Driver 2.0 89.99 1,440
2.7 CY Loader (JD644 )1.0 108.75 870
20 Ton (10 CY) Tandem Truck 2.0 96.38 1,542
Dump Fee 50.0 CY 25.00 1,250
030 Structural 1.00 LS 1,210 107,546 31,327 7,715 15,176 161,763
1,210.22 107,545.92 31,326.61 7,714.65 15,176.12 161,763.29
010 Earthwork for Retaining Wall 1.00 LS 12 1,258 1,205 2,463
12.00 1,257.96 1,205.44 2,463.40
Crew:Qty= 148.000 cy, Prod=18.50 cy/hour (148.00 cy/ day), 0.081MH/cy, 12.33 cy/MH, 8.00 hour (1.00 days)
Excavate & Load 1.5 CY (Cat 325) Backhoe 1.00 EA 307.925
Equipment Foreman 0.5 104.83 419
Backhoe Operator 1.0 104.83 839
1.5 CY Backhoe (Cat 325)1.0 139.17 1,113
1/2 Ton Pickup Truck 4x4 0.5 23.02 92
020 Load/Haul/Dump 148.00 CY 95 8,875 7,140 3,700 19,715
0.64 59.97 48.24 25.00 133.21
Crew:Qty= 148.000 CY, Prod=6.25 CY/hour (50.00 CY/ day), 0.640MH/CY, 1.56 CY/MH, 23.68 hour (2.96 days)
Load & Haul 1.00 EA 676.31
Loader Operator 1.0 104.83 2,482
Truck Spotter 1.0 89.99 2,131
Highway Truck Driver 2.0 89.99 4,262
2.7 CY Loader (JD644 )1.0 108.75 2,575
20 Ton (10 CY) Tandem Truck 2.0 96.38 4,565
Dump Fee 148.0 CY 25.00 3,700
030 Scarify 500.00 SF 32 3,122 2,722 5,844
0.06 6.24 5.44 11.69
Crew:Qty= 500.000 sf, Prod=62.50 sf/hour (500.00 sf/ day), 0.064MH/sf, 15.63 sf/MH, 8.00 hour (1.00 days)
Scarify 1.00 EA 730.55
Grader Operator 1.0 104.83 839
Packer Operator 1.0 104.83 839
Grademan 1.0 90.59 725
Highway Truck Driver 1.0 89.99 720
200 Hsp Grader (Cat 14G)1.0 193.40 1,547
15 Ton Compactor 84" (Cat 563)1.0 101.28 810
1000 Gallon Watertruck 1.0 45.63 365
040 Backfill / Place Agg Base 84.00 CY 44 3,826 1,740 2,940 8,506
0.52 45.55 20.71 35.00 101.26
Crew:Qty= 84.000 cy, Prod=10.50 cy/hour (84.00 cy/ day), 0.381MH/cy, 2.63 cy/MH, 8.00 hour (1.00 days)
Place Granular Backfill 1.00 EA 420.73
Loader Operator 1.0 104.83 839
Leadhand 1.0 89.99 720
Labourer 2.0 66.68 1,067
1.4 CY Backhoe Loader (JD 410)1.0 69.48 556
Jumping Jack Handheld Packer 1.0 9.38 75
22" Smooth Drum Manual (Bomag 55)1.0 13.69 110
Crew:Qty= 200.000 sf, Prod=50.00 sf/hour (400.00 sf/ day), 0.060MH/sf, 16.67 sf/MH, 4.00 hour (0.50 days)
Fine Grade Parking Granular Base 1.00 EA 550.09
Grader Operator 1.0 104.83 419
Packer Operator 1.0 104.83 419
Grademan 1.0 90.59 362
140 Hsp Grader (Cat 140)1.0 148.56 594
15 Ton Compactor 84" (Cat 563)1.0 101.28 405
Structural Fill 74.0 CY 35.00 2,590
Aggregate Base 10.0 CY 35.00 350
050 Concrete Retaining Wall 25.00 CY 670 60,279 10,258 2,945 5,358 78,841
26.80 2,411.17 410.34 117.80 214.31 3,153.62
010 Build Set, Strip & Move Support Forms 720.00 SF 525 48,794 6,080 2,869 57,743
0.73 67.77 8.44 3.98 80.20
Crew:Qty= 720.000 SF, Prod=14.40 SF/hour (144.00 SF/ day), 0.729MH/SF, 1.37 SF/MH, 50.00 hour (5.00 days)
Set Strip Support Forms 1.00 EA 1097.48
Crane Operator Class-A 0.5 113.66 2,842
Labourer 3.0 66.68 10,002
Carpenter Foreman 1.0 104.19 5,210
Carpenter 6.0 102.47 30,741
40 Ton Hydraulic Crane (Grove700)0.5 108.88 2,722
3/4 Ton Crew Cab Truck 4x4 1.0 30.46 1,523
5 Ton Flat Bed Truck 1.0 36.70 1,835
Supply Wood Form Wood Walers & Strongbacks 300.0 SF 7.21 2,163
Set Strip Form Material 720.0 SF 0.98 706
020 Place Reinforcing Steel 3,750.00 LB 90 8,101 3,085 2,100 13,285
0.02 2.16 0.82 0.56 3.54
Crew:Qty= 1.875 ton, Prod=0.19 ton/hour (1.88 ton/ day), 48.000MH/ton, 0.02 ton/MH, 10.00 hour (1.00 days)
Place Reinforcing Steel 1.00 EA 1118.51
Crane Operator Class-A 1.0 113.66 1,137
Labourer 1.0 66.68 667
Ironworker Foreman 1.0 89.99 900
Ironworker 5.0 89.99 4,500
Oiler 1.0 89.78 898
100 Ton Truck Crane (Linkbelt 218)1.0 241.29 2,413
3/4 Ton Crew Cab Truck 4x4 1.0 30.46 305
5 Ton Flat Bed Truck 1.0 36.70 367
Supply Fabricated Rebar 3,750.0 LB 0.56 2,100
Small Tools Material Cost 0.5 LS 0.00 0
030 Place Concrete 25.00 CY 35 2,383 1,094 3,258 6,735
1.40 95.33 43.76 130.31 269.40
Crew:Qty= 25.000 CY, Prod=5.00 CY/hour (50.00 CY/ day), 1.400MH/CY, 0.71 CY/MH, 5.00 hour (0.50 days)
Place Concrete 1.00 EA 695.43
Labour Foreman 1.0 76.56 383
Labourer 6.0 66.68 2,000
Truck Mounted Concrete Pump 1.0 164.07 820
Concrete Vibrator-Normal 2.0 1.14 11
10 KW Generator Set (Gas)2.0 10.99 110
3/4 Ton Crew Cab Truck 4x4 1.0 30.46 152
4,000 PSI (20 MPA) Readymix Concrete 25.0 CY 130.31 3,258
040 Finish Concrete 45.00 SF 10 501 501
0.22 11.13 11.13
Crew:Qty= 45.000 SF, Prod=9.00 SF/hour (90.00 SF/ day), 0.222MH/SF, 4.50 SF/MH, 5.00 hour (0.50 days)
Finish Concrete with Trowel 1.00 EA 100.1508
Cement Finisher 2.0 50.08 501
050 Cure Concrete 765.00 SF 10 501 77 577
0.01 0.65 0.10 0.75
Crew:Qty= 765.000 SF, Prod=153.00 SF/hour (1,530.00 SF/ day), 0.013MH/SF, 76.50 SF/MH, 5.00 hour (0.50 days)
Apply Concrete Curing Agent 1.00 EA 100.1508
Cement Finisher 2.0 50.08 501
Curing Agent per sf 765.0 SF 0.10 77
060 20'x12'x3' Concrete Tank Pad 27.00 CY 358 30,185 8,261 1,070 6,878 46,394
13.24 1,117.96 305.95 39.61 254.75 1,718.28
010 Foundation Prep 240.00 SF 20 1,678 1,164 1,092 3,935
0.08 6.99 4.85 4.55 16.39
Crew:Qty= 240.000 sf, Prod=60.00 sf/hour (480.00 sf/ day), 0.083MH/sf, 12.00 sf/MH, 4.00 hour (0.50 days)
Foundation Preparation Backhoe 1.00 EA 710.66
Backhoe Operator 1.0 104.83 419
Packer Operator 1.0 104.83 419
Labour Foreman 1.0 76.56 306
Labourer 2.0 66.68 533
2.0 CY Backhoe ( Cat 330 )1.0 186.48 746
8 Ton Compactor 66" (Cat 433)1.0 81.58 326
1/2 Ton Pickup Truck 4x4 1.0 23.02 92
Aggregate Base 19.2 CY 35.00 672
Structural Fill 12.0 CY 35.00 420
020 Build Set, Strip & Move Support Forms 256.00 SF 158 14,638 1,824 1,020 17,482
0.62 57.18 7.13 3.98 68.29
Crew:Qty= 256.000 SF, Prod=17.07 SF/hour (170.67 SF/ day), 0.615MH/SF, 1.63 SF/MH, 15.00 hour (1.50 days)
Set Strip Support Forms 1.00 EA 1097.48
Crane Operator Class-A 0.5 113.66 852
Labourer 3.0 66.68 3,001
Carpenter Foreman 1.0 104.19 1,563
Carpenter 6.0 102.47 9,222
40 Ton Hydraulic Crane (Grove700)0.5 108.88 817
3/4 Ton Crew Cab Truck 4x4 1.0 30.46 457
5 Ton Flat Bed Truck 1.0 36.70 551
Supply Wood Form Wood Walers & Strongbacks 106.7 SF 7.21 769
Set Strip Form Material 256.0 SF 0.98 251
030 Place Reinforcing Steel 4,050.00 LB 90 8,101 3,085 2,268 13,453
0.02 2.00 0.76 0.56 3.32
Crew:Qty= 2.025 ton, Prod=0.20 ton/hour (2.03 ton/ day), 44.444MH/ton, 0.02 ton/MH, 10.00 hour (1.00 days)
Place Reinforcing Steel 1.00 EA 1118.51
Crane Operator Class-A 1.0 113.66 1,137
Labourer 1.0 66.68 667
Ironworker Foreman 1.0 89.99 900
Ironworker 5.0 89.99 4,500
Oiler 1.0 89.78 898
100 Ton Truck Crane (Linkbelt 218)1.0 241.29 2,413
3/4 Ton Crew Cab Truck 4x4 1.0 30.46 305
5 Ton Flat Bed Truck 1.0 36.70 367
Supply Fabricated Rebar 4,050.0 LB 0.56 2,268
Small Tools Material Cost 0.5 LS 0.00 0
040 Place Concrete 27.00 CY 70 4,766 2,188 3,518 10,473
2.59 176.53 81.03 130.31 387.88
Crew:Qty= 27.000 CY, Prod=2.70 CY/hour (27.00 CY/ day), 2.593MH/CY, 0.39 CY/MH, 10.00 hour (1.00 days)
Place Concrete 1.00 EA 695.43
Labour Foreman 1.0 76.56 766
Labourer 6.0 66.68 4,001
Truck Mounted Concrete Pump 1.0 164.07 1,641
Concrete Vibrator-Normal 2.0 1.14 23
10 KW Generator Set (Gas)2.0 10.99 220
3/4 Ton Crew Cab Truck 4x4 1.0 30.46 305
4,000 PSI (20 MPA) Readymix Concrete 27.0 CY 130.31 3,518
050 Finish Concrete 240.00 SF 10 501 501
0.04 2.09 2.09
Crew:Qty= 240.000 SF, Prod=48.00 SF/hour (480.00 SF/ day), 0.042MH/SF, 24.00 SF/MH, 5.00 hour (0.50 days)
Finish Concrete with Trowel 1.00 EA 100.1508
Cement Finisher 2.0 50.08 501
060 Cure Concrete 496.00 SF 10 501 50 550
0.02 1.01 0.10 1.11
Crew:Qty= 496.000 SF, Prod=99.20 SF/hour (992.00 SF/ day), 0.020MH/SF, 49.60 SF/MH, 5.00 hour (0.50 days)
Apply Concrete Curing Agent 1.00 EA 100.1508
Cement Finisher 2.0 50.08 501
Curing Agent per sf 496.0 SF 0.10 50
040 Mechanical 1.00 LS 960 87,894 14,467 16,500 75,000 193,861
960.00 87,894.00 14,467.20 16,500.00 75,000.00 193,861.20
010 Install Tank & Appurtanances 1.00 LS 960 87,894 14,467 16,500 75,000 193,861
960.00 87,894.00 14,467.20 16,500.00 75,000.00 193,861.20
Crew:Qty= 3.000 WEEK, Prod=0.03 WEEK/hour (0.20 WEEK/ day), 320.000MH/WEEK, 0.00 WEEK/MH, 120.00 hour (15.00 days)
Mechanical Crew - 8 man with Boomtruck (extra-large dia pipe)1.00 EA 853.01
Boomtruck Operator 1.0 104.83 12,580
Pipefitter Foreman 1.0 89.66 10,759
Pipefitter 4.0 89.66 43,037
Pipefitter Helper 2.0 89.66 21,518
400 Amp Diesel Welder 2.0 27.23 6,535
5 Ton Boomtruck 1.0 66.10 7,932
Fuel 1.0 LS 16,500.00 16,500
Tank & Appurtanances 1.0 LS 75,000.00 75,000
050 Electrical / I&C 1.00 LS 480 42,349 2,921 3,568 48,838
480.00 42,349.20 2,920.80 3,568.00 48,838.00
20 Pipe & Wiring 1.00 LS 480 42,349 2,921 3,568 48,838
480.00 42,349.20 2,920.80 3,568.00 48,838.00
Crew:Qty= 15.000 DAYS, Prod=0.13 DAYS/hour (1.00 DAYS/ day), 32.000MH/DAYS, 0.03 DAYS/MH, 120.00 hour (15.00 days)
Electrical Crew - 4 man with pickup (Conduit)1.00 EA 377.25
Labourer 1.0 66.68 8,002
Electrical Foreman 1.0 95.41 11,449
Electrician 2.0 95.41 22,898
1/2 Ton Pickup Truck 2x2 1.0 24.34 2,921
#12 XHHW Wire 480.0 LF 0.84 403
#14 XHHW Wire 640.0 LF 0.45 288
3/4" Rigid PVC Coated Conduit 160.0 LF 6.88 1,101
1" Rigid PVC Coated Conduit 160.0 LF 11.10 1,776
SECTION 3: BACKUP DOCUMENTATION
Labor Rates
Quotes
11.52%12.19%
Insurance WC SUTA, FUTA ,FICA
Articulated Dump Driver $42.84 $33.25 $4.94 $5.22 $86.25 $91.55
Asphalt Raker $54.23 $31.03 $6.25 $6.61 $98.12 $104.83
Asphalt Roller $54.23 $31.03 $6.25 $6.61 $98.12 $104.83
Auger Operator $54.23 $31.03 $6.25 $6.61 $98.12 $104.83
Equipment Operator $54.23 $31.03 $6.25 $6.61 $98.12 $104.83
Backhoe Operator $54.23 $31.03 $6.25 $6.61 $98.12 $104.83
Boomtruck Operator $54.23 $31.03 $6.25 $6.61 $98.12 $104.83
Carpenter Foreman $52.75 $32.41 $6.08 $6.43 $97.67 $104.19
Carpenter $52.65 $30.82 $6.07 $6.42 $95.95 $102.47
Cement Finisher $53.09 $31.03 $6.12 $6.47 $96.71 $103.28
Concrete Labourer $28.94 $27.30 $3.33 $3.53 $63.10 $66.68
Crane Operator Class-A $60.72 $31.03 $6.99 $7.40 $106.15 $113.66
Dozer Operator $54.23 $31.03 $6.25 $6.61 $98.12 $104.83
Electrical Foreman $45.06 $34.09 $5.19 $5.49 $89.83 $95.41
Electrician $45.06 $34.09 $5.19 $5.49 $89.83 $95.41
Electricians Helper $45.06 $34.09 $5.19 $5.49 $89.83 $95.41
Utility Forklift Operator $54.23 $31.03 $6.25 $6.61 $98.12 $104.83
Grademan $42.14 $33.25 $4.85 $5.14 $85.38 $90.59
Grader Operator $54.23 $31.03 $6.25 $6.61 $98.12 $104.83
Helper $28.94 $27.30 $3.33 $3.53 $63.10 $66.68
Ironworker Foreman $41.00 $34.20 $4.72 $5.00 $84.92 $89.99
Ironworker $41.00 $34.20 $4.72 $5.00 $84.92 $89.99
Labour Foreman $36.20 $27.30 $4.17 $4.41 $72.08 $76.56
Leadhand $41.00 $34.20 $4.72 $5.00 $84.92 $89.99
Labourer $28.94 $27.30 $3.33 $3.53 $63.10 $66.68
Loader Operator $54.23 $31.03 $6.25 $6.61 $98.12 $104.83
Oiler $41.54 $33.25 $4.79 $5.06 $84.64 $89.78
Equipment Foreman $54.23 $31.03 $6.25 $6.61 $98.12 $104.83
Packer Operator $54.23 $31.03 $6.25 $6.61 $98.12 $104.83
Pipefitter Foreman $52.14 $18.71 $6.01 $6.36 $83.21 $89.66
Pipefitter $52.14 $18.71 $6.01 $6.36 $83.21 $89.66
Pipefitter Helper $52.14 $18.71 $6.01 $6.36 $83.21 $89.66
Pipelayer $52.14 $18.71 $6.01 $6.36 $83.21 $66.68
Truck Spotter $41.54 $33.25 $4.79 $5.06 $84.64 $89.99
Highway Truck Driver $42.84 $33.25 $4.94 $5.22 $86.25 $89.99
LABOR RATES - EL DORADO COUNTY
DESCRIPTION 2023 HOURLY BASE FRINGE 8 HOUR RATE 10 HOUR RATE
"General Decision Number: CA20240007 10/18/2024
Superseded General Decision Number: CA20230007
State: California
Construction Types: Building, Heavy (Heavy and Dredging) and
Highway
Counties: Alpine, Amador, Butte, Colusa, El Dorado, Glenn,
Lassen, Marin, Modoc, Napa, Nevada, Placer, Plumas, Sacramento,
Shasta, Sierra, Siskiyou, Solano, Sonoma, Sutter, Tehama,
Trinity, Yolo and Yuba Counties in California.
BUILDING CONSTRUCTION PROJECTS (excluding Amador County only);
DREDGING CONSTRUCTION PROJECTS (does not include hopper dredge
work); HEAVY CONSTRUCTION PROJECTS (does not include water well
drilling); AND HIGHWAY CONSTRUCTION PROJECTS
Note: Contracts subject to the Davis-Bacon Act are generally
required to pay at least the applicable minimum wage rate
required under Executive Order 14026 or Executive Order 13658.
Please note that these Executive Orders apply to covered
contracts entered into by the federal government that are
subject to the Davis-Bacon Act itself, but do not apply to
contracts subject only to the Davis-Bacon Related Acts,
including those set forth at 29 CFR 5.1(a)(1).
______________________________________________________________
|If the contract is entered |. Executive Order 14026 |
|into on or after January 30, | generally applies to the |
|2022, or the contract is | contract. |
|renewed or extended (e.g., an |. The contractor must pay |
|option is exercised) on or | all covered workers at |
|after January 30, 2022: | least $17.20 per hour (or |
| | the applicable wage rate |
| | listed on this wage |
| | determination, if it is |
| | higher) for all hours |
| | spent performing on the |
| | contract in 2024. |
|______________________________|_____________________________|
|If the contract was awarded on|. Executive Order 13658 |
|or between January 1, 2015 and| generally applies to the |
|January 29, 2022, and the | contract. |
|contract is not renewed or |. The contractor must pay all|
|extended on or after January | covered workers at least |
|30, 2022: | $12.90 per hour (or the |
| | applicable wage rate listed|
| | on this wage determination,|
| | if it is higher) for all |
| | hours spent performing on |
| | that contract in 2024. |
|______________________________|_____________________________|
The applicable Executive Order minimum wage rate will be
adjusted annually. If this contract is covered by one of the
Executive Orders and a classification considered necessary for
performance of work on the contract does not appear on this
wage determination, the contractor must still submit a
conformance request.
11/1/24, 7:54 AM SAM.gov
https://sam.gov/wage-determination/CA20240007/16 1/45
Additional information on contractor requirements and worker
protections under the Executive Orders is available at
http://www.dol.gov/whd/govcontracts.
Modification Number Publication Date
0 01/05/2024
1 01/12/2024
2 01/19/2024
3 02/09/2024
4 02/16/2024
5 03/01/2024
6 03/08/2024
7 04/12/2024
8 05/24/2024
9 06/14/2024
10 07/05/2024
11 07/12/2024
12 07/26/2024
13 08/23/2024
14 09/06/2024
15 09/13/2024
16 10/18/2024
ASBE0016-001 01/01/2024
AREA 1: MARIN, NAPA, SAN BENITO, SAN FRANCISCO, SOLANO, &
SONOMA COUNTIES
AREA 2: ALPINE, AMADOR, BUTTE, COLUSA, EL DORADO, GLENN,
MODOC, NEVADA, PLACER, PLUMAS, SACRAMENTO, SHASTA, SIERRA,
SISKIYOU, SUTTER, TEHEMA, TRINITY, YOLO, & YUBA COUNTIES
Rates Fringes
Asbestos Workers/Insulator
(Includes the application of
all insulating materials,
Protective Coverings,
Coatings, and Finishes to all
types of mechanical systems)
Area 1......................$ 84.76 25.07
Area 2......................$ 64.56 25.07
----------------------------------------------------------------
* ASBE0016-007 05/01/2024
AREA 1 : ALPINE, AMADOR, BUTTE, COLUSA, EL DORADO, GLENN,
LASSEN, MODOC, NEVADA, PLACER, PLUMAS, SACRAMENTO, SHASTA,
SIERRA, SISKIYOU, SOLANO, SONOMA, SUTTER, TEHAMA, TRINITY, YOLO
& YUBA COUNTIES
AREA 2: MARIN & NAPA COUNTIES
Rates Fringes
Asbestos Removal
worker/hazardous material
handler (Includes
preparation, wetting,
stripping, removal,
scrapping, vacuuming, bagging
and disposing of all
insulation materials from
11/1/24, 7:54 AM SAM.gov
https://sam.gov/wage-determination/CA20240007/16 2/45
mechanical systems, whether
they contain asbestos or not)
AREA 1......................$ 34.56 11.40
AREA 2......................$ 36.53 9.27
----------------------------------------------------------------
BOIL0549-002 01/01/2021
Rates Fringes
BOILERMAKER
(1) Marin & Solano Counties.$ 49.62 41.27
(2) Remaining Counties......$ 45.60 38.99
----------------------------------------------------------------
BRCA0003-001 08/01/2023
Rates Fringes
MARBLE FINISHER..................$ 41.18 18.58
----------------------------------------------------------------
BRCA0003-004 05/01/2024
AREA 1: ALPINE, AMADOR, BUTTE, COLUSA, EL DORADO, GLENN,
LASSEN, MODOC, NEVADA, PLACER, PLUMAS, SACRAMENTO, SHASTA,
SIERRA, SUTTER, TEHAMA, YOLO AND YUBA COUNTIES
AREA 2: MARIN, NAPA, SISKIYOU, SOLANO, SONOMA AND TRINITY
COUNTIES
Rates Fringes
BRICKLAYER
AREA 1......................$ 52.76 25.01
AREA 2......................$ 57.02 28.50
SPECIALTY PAY:
(A) Underground work such as tunnel work, sewer work,
manholes, catch basins, sewer pipes and telephone conduit
shall be paid $1.25 per hour above the regular rate. Work
in direct contact with raw sewage shall receive $1.25 per
hour in addition to the above.
(B) Operating a saw or grinder shall receive $1.25 per hour
above the regular rate.
(C) Gunite nozzle person shall receive $1.25 per hour above
the regular rate.
----------------------------------------------------------------
BRCA0003-008 07/01/2023
Rates Fringes
TERRAZZO FINISHER................$ 43.90 19.51
TERRAZZO WORKER/SETTER...........$ 59.06 28.31
----------------------------------------------------------------
BRCA0003-010 04/01/2024
Rates Fringes
TILE FINISHER
Area 1......................$ 35.00 17.44
Area 2......................$ 34.76 19.22
Area 3......................$ 37.75 19.28
Area 4......................$ 35.78 19.23
Tile Layer
Area 1......................$ 55.55 21.08
11/1/24, 7:54 AM SAM.gov
https://sam.gov/wage-determination/CA20240007/16 3/45
Area 2......................$ 55.17 22.52
Area 3......................$ 59.92 22.62
Area 4......................$ 56.79 22.54
AREA 1: Butte, Colusa, El Dorado, Glenn, Lassen, Modoc,
Nevada, Placer, Plumas, Sacramento, Shasta, Sierra, Sutter,
Tehema, Yolo, Yuba
AREA 2: Alpine, Amador
AREA 3: Marin, Napa, Solano, Siskiyou
AREA 4: Sonoma
----------------------------------------------------------------
BRCA0003-014 08/01/2023
Rates Fringes
MARBLE MASON.....................$ 60.20 28.82
----------------------------------------------------------------
CARP0034-001 07/01/2021
Rates Fringes
Diver
Assistant Tender, ROV
Tender/Technician...........$ 54.10 34.69
Diver standby...............$ 60.51 34.69
Diver Tender................$ 59.51 34.69
Diver wet...................$ 103.62 34.69
Manifold Operator (mixed
gas)........................$ 64.51 34.69
Manifold Operator (Standby).$ 59.51 34.69
DEPTH PAY (Surface Diving):
050 to 100 ft $2.00 per foot
101 to 150 ft $3.00 per foot
151 to 220 ft $4.00 per foot
221 ft.-deeper $5.00 per foot
SATURATION DIVING:
The standby rate shall apply until saturation starts. The
saturation diving rate applies when divers are under
pressure continuously until work task and decompression are
complete. The diver rate shall be paid for all saturation
hours.
DIVING IN ENCLOSURES:
Where it is necessary for Divers to enter pipes or tunnels,
or other enclosures where there is no vertical ascent, the
following premium shall be paid: Distance traveled from
entrance 26 feet to 300 feet: $1.00 per foot. When it is
necessary for a diver to enter any pipe, tunnel or other
enclosure less than 48"" in height, the premium will be
$1.00 per foot.
WORK IN COMBINATION OF CLASSIFICATIONS:
Employees working in any combination of classifications
within the diving crew (except dive supervisor) in a shift
are paid in the classification with the highest rate for
that shift.
----------------------------------------------------------------
CARP0034-003 07/01/2021
Rates Fringes
11/1/24, 7:54 AM SAM.gov
https://sam.gov/wage-determination/CA20240007/16 4/45
Piledriver.......................$ 54.10 34.69
----------------------------------------------------------------
CARP0035-001 08/01/2020
AREA 1: MARIN, NAPA, SOLANO & SONOMA
AREA 3: SACRAMENTO, WESTERN EL DORADO (Territory west of an
including highway 49 and the territory inside the city limits
of Placerville), WESTERN PLACER (Territory west of and
including highway 49), & YOLO
AREA 4: ALPINE, BUTTE, COLUSA, EASTERN EL DORADO, GLENN,
LASSEN, MODOC, NEVADA, EASTERN PLACER, PLUMAS, SHASTA, SIERRA,
SISKIYOU, SUTTER, TEHAMA, TRINITY, & YUBA
Rates Fringes
Drywall Installers/Lathers:
Area 1......................$ 52.65 31.26
Area 3......................$ 47.27 31.26
Area 4......................$ 45.92 31.26
Drywall Stocker/Scrapper
Area 1......................$ 26.33 18.22
Area 3......................$ 23.64 18.22
Area 4......................$ 22.97 18.22
----------------------------------------------------------------
CARP0035-009 07/01/2020
Marin County
Rates Fringes
CARPENTER
Bridge Builder/Highway
Carpenter...................$ 52.65 30.82
Hardwood Floorlayer,
Shingler, Power Saw
Operator, Steel Scaffold &
Steel Shoring Erector, Saw
Filer.......................$ 52.80 30.82
Journeyman Carpenter........$ 52.65 30.82
Millwright..................$ 52.75 32.41
----------------------------------------------------------------
CARP0035-010 07/01/2020
AREA 1: Marin, Napa, Solano & Sonoma Counties
AREA 2: Monterey, San Benito and Santa Cruz
AREA 3: Alpine, Butte, Colusa, El Dorado, Glenn, Lassen, Modoc,
Nevada, Placer, Plumas, Sacramento, Shasta, Sierra, Siskiyou,
Sutter, Tehama, Trinity, Yolo & Yuba counties
Rates Fringes
Modular Furniture Installer
Area 1
Installer..................$ 28.76 22.53
Lead Installer.............$ 32.21 23.03
Master Installer...........$ 36.43 23.03
Area 2
Installer..................$ 26.11 22.53
Lead Installer.............$ 29.08 23.03
11/1/24, 7:54 AM SAM.gov
https://sam.gov/wage-determination/CA20240007/16 5/45
Master Installer...........$ 32.71 23.03
Area 3
Installer..................$ 25.16 22.53
Lead Installer.............$ 27.96 23.03
Master Installer...........$ 31.38 23.03
----------------------------------------------------------------
CARP0046-001 07/01/2023
El Dorado (West), Placer (West), Sacramento and Yolo Counties
Rates Fringes
Carpenters
Bridge Builder/Highway
Carpenter...................$ 60.39 33.52
Hardwood Floorlayer,
Shingler, Power Saw
Operator, Steel Scaffold &
Steel Shoring Erector, Saw
Filer.......................$ 54.66 33.52
Journeyman Carpenter........$ 54.51 33.52
Millwright..................$ 57.01 35.11
Footnote: Placer County (West) includes territory West of and
including Highway 49 and El Dorado County (West) includes
territory West of and including Highway 49 and territory
inside the city limits of Placerville.
----------------------------------------------------------------
CARP0046-002 07/01/2023
Alpine, Colusa, El Dorado (East), Nevada, Placer (East),
Sierra, Sutter and Yuba Counties
Rates Fringes
Carpenters
Bridge Builder/Highway
Carpenter...................$ 60.39 33.52
Hardwood Floorlayer,
Shingler, Power Saw
Operator, Steel Scaffold &
Steel Shoring Erector, Saw
Filer.......................$ 53.31 33.52
Journeyman Carpenter........$ 53.16 33.52
Millwright..................$ 55.66 35.11
----------------------------------------------------------------
CARP0152-003 07/01/2020
Amador County
Rates Fringes
Carpenters
Bridge Builder/Highway
Carpenter...................$ 52.65 30.82
Hardwood Floorlayer,
Shingler, Power Saw
Operator, Steel Scaffold &
Steel Shoring Erector, Saw
Filer.......................$ 45.57 30.82
Journeyman Carpenter........$ 45.42 30.82
Millwright..................$ 47.92 32.41
----------------------------------------------------------------
11/1/24, 7:54 AM SAM.gov
https://sam.gov/wage-determination/CA20240007/16 6/45
CARP0180-001 07/01/2021
Solano County
Rates Fringes
Carpenters
Bridge Builder/Highway
Carpenter...................$ 54.85 31.49
Hardwood Floorlayer,
Shingler, Power Saw
Operator, Steel Scaffold &
Steel Shoring Erector, Saw
Filer.......................$ 55.00 31.49
Journeyman Carpenter........$ 54.85 31.49
Millwright..................$ 54.95 33.08
----------------------------------------------------------------
CARP0751-001 07/01/2021
Napa and Sonoma Counties
Rates Fringes
Carpenters
Bridge Builder/Highway
Carpenter...................$ 54.85 31.49
Hardwood Floorlayer,
Shingler, Power Saw
Operator, Steel Scaffold &
Steel Shoring Erector, Saw
Filer.......................$ 55.00 31.49
Journeyman Carpenter........$ 54.85 31.49
Millwright..................$ 54.95 33.08
----------------------------------------------------------------
CARP1599-001 07/01/2020
Butte, Glenn, Lassen, Modoc, Plumas, Shasta, Siskiyou, Tehama
and Trinity Counties
Rates Fringes
Carpenters
Bridge Builder/Highway
Carpenter...................$ 52.65 30.82
Hardwood Floorlayer,
Shingler, Power Saw
Operator, Steel Scaffold &
Steel Shoring Erector, Saw
Filer.......................$ 45.57 30.82
Journeyman Carpenter........$ 45.42 30.82
Millwright..................$ 47.92 32.41
----------------------------------------------------------------
ELEC0180-001 06/01/2024
NAPA AND SOLANO COUNTIES
Rates Fringes
CABLE SPLICER....................$ 66.44 3%+27.84
ELECTRICIAN......................$ 59.06 3%+27.83
----------------------------------------------------------------
ELEC0180-003 12/01/2023
NAPA AND SOLANO COUNTIES
11/1/24, 7:54 AM SAM.gov
https://sam.gov/wage-determination/CA20240007/16 7/45
Rates Fringes
Sound & Communications
Installer...................$ 48.44 27.60
Technician..................$ 55.71 27.82
SCOPE OF WORK INCLUDES-
SOUND & VOICE TRANSMISSION (Music, Intercom, Nurse Call,
Telephone); FIRE ALARM SYSTEMS [excluding fire alarm work
when installed in raceways (including wire and cable
pulling) and when performed on new or major remodel
building projects or jobs],
TELEVISION & VIDEO SYSTEMS, SECURITY SYSTEMS, COMMUNICATIONS
SYSTEMS that transmit or receive information and/or control
systems that are intrinsic to the above.
EXCLUDES-
Excludes all other data systems or multiple systems which
include control function or power supply; excludes
installation of raceway systems, line voltage work,
industrial work, life-safety systems (all buildings having
floors located more than 75' above the lowest floor level
having building access); excludes energy management
systems.
----------------------------------------------------------------
ELEC0340-002 02/01/2018
ALPINE, AMADOR, BUTTE, COLUSA, EL DORADO, GLENN, LASSEN,
NEVADA, PLACER, PLUMAS, SACRAMENTO, TRINITY, YOLO, YUBA COUNTIES
Rates Fringes
Communications System
Sound & Communications
Installer...................$ 29.35 3%+15.35
Sound & Communications
Technician..................$ 33.75 3%+15.35
SCOPE OF WORK
Includes the installation testing, service and maintenance,
of the following systems which utilize the transmission
and/or transference of voice, sound, vision and digital for
commercial, education, security and entertainment purposes
for the following TV monitoring and surveillance,
background-foreground music, intercom and telephone
interconnect, inventory control systems, microwave
transmission, multi-media, multiplex, nurse call system,
radio page, school intercom and sound, burglar alarms, and
low voltage master clock systems.
A. SOUND AND VOICE TRANSMISSION/TRANSFERENCE SYSTEMS
Background foreground music Intercom and telephone
interconnect systems, Telephone systems, Nurse call
systems, Radio page systems, School intercom and sound
systems, Burglar alarm systems, Low voltage master clock
systems, Multi-media/multiplex systems, Sound and musical
entertainment systems, RF systems, Antennas and Wave Guide.
B. FIRE ALARM SYSTEMS
Installation, wire pulling and testing
11/1/24, 7:54 AM SAM.gov
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C. TELEVISION AND VIDEO SYSTEMS Television monitoring and
surveillance systems, Video security systems, Video
entertainment systems, Video educational systems, Microwave
transmission systems, CATV and CCTV
D. SECURITY SYSTEMS Perimeter security systems
Vibration sensor systems Card access systems Access
control systems Sonar/infrared monitoring equipment
E. COMMUNICATIONS SYSTEMS THAT TRANSMIT OR RECEIVE
INFORMATION AND/OR CONTROL SYSTEMS THAT ARE INTRINSIC TO
THE ABOVE LISTED SYSTEMS SCADA (Supervisory Control and
Data Acquisition) PCM (Pulse Code Modulation)
Inventory Control Systems Digital Data Systems
Broadband and Baseband and Carriers Point of Sale
Systems VSAT Data Systems Data Communication
Systems RF and Remote Control Systems Fiber Optic
Data Systems WORK EXCLUDED Raceway systems are not covered
(excluding Ladder-Rack for the purpose of the above listed
systems). Chases and/or nipples (not to exceed 10 feet)
may be installed on open wiring systems. Energy management
systems. SCADA (Supervisory Control and Data Acquisition)
when not intrinsic to the above listed systems (in the
scope). Fire alarm systems when installed in raceways
(including wire and cable pulling) shall be performed at
the electrician wage rate, when either of the following two
(2) conditions apply:
1. The project involves new or major remodel building trades
construction.
2. The conductors for the fire alarm system are installed in
conduit.
----------------------------------------------------------------
ELEC0340-003 08/01/2022
ALPINE (West of Sierra Mt. Watershed), AMADOR, BUTTE, COLUSA,
EL DORADO (West of Sierra Mt. Watershed), GLENN, LASSEN, NEVADA
(West of Sierra Mt. Watershed), PLACER, PLUMAS, SACRAMENTO,
SHASTA, SIERRA (West of Sierra Mt. Watershed), SUTTER, TEHAMA,
TRINITY, YOLO & YUBA COUNTIES
Rates Fringes
ELECTRICIAN
Remaining area..............$ 45.06 34.09
Sierra Army Depot, Herlong..$ 48.83 18.54
Tunnel work.................$ 41.01 18.54
CABLE SPLICER: Receives 110% of the Electrician basic hourly
rate.
----------------------------------------------------------------
ELEC0401-005 01/01/2022
ALPINE (east of the main watershed divide), EL DORADO (east of
the main watershed divide), NEVADA (east of the main
watershed), PLACER (east of the main watershed divide) and
SIERRA (east of the main watershed divide) COUNTIES:
Rates Fringes
ELECTRICIAN......................$ 42.50 20.95
11/1/24, 7:54 AM SAM.gov
https://sam.gov/wage-determination/CA20240007/16 9/45
ZONE RATE:
70-90 miles - $8.00 per hour
91+ miles - $10.00 per hour
----------------------------------------------------------------
ELEC0551-004 06/01/2024
MARIN AND SONOMA COUNTIES
Rates Fringes
ELECTRICIAN......................$ 59.17 32.04
----------------------------------------------------------------
ELEC0551-005 11/01/2023
MARIN & SONOMA COUNTIES
Rates Fringes
Sound & Communications
Installer...................$ 46.64 25.55
Technician..................$ 53.64 25.76
SCOPE OF WORK INCLUDES-
SOUND & VOICE TRANSMISSION (Music, Intercom, Nurse Call,
Telephone); FIRE ALARM SYSTEMS [excluding fire alarm work
when installed in raceways (including wire and cable
pulling) and when performed on new or major remodel
building projects or jobs],
TELEVISION & VIDEO SYSTEMS, SECURITY SYSTEMS, COMMUNICATIONS
SYSTEMS that transmit or receive information and/or control
systems that are intrinsic to the above.
EXCLUDES-
Excludes all other data systems or multiple systems which
include control function or power supply; excludes
installation of raceway systems, line voltage work,
industrial work, life-safety systems (all buildings having
floors located more than 75' above the lowest floor level
having building access); excludes energy management
systems.
----------------------------------------------------------------
ELEC0659-006 01/01/2024
MODOC and SISKIYOU COUNTIES
Rates Fringes
ELECTRICIAN......................$ 45.00 19.88
----------------------------------------------------------------
ELEC0659-008 02/01/2023
DEL NORTE, MODOC & SISKIYOU COUNTIES
Rates Fringes
Line Construction
(1) Cable Splicer...........$ 67.80 4.5%+22.15
(2) Lineman, Pole Sprayer,
Heavy Line Equipment Man....$ 60.54 4.5%+22.15
(3) Tree Trimmer............$ 37.84 4.5%+14.30
(4) Line Equipment Man......$ 53.82 4.5%+19.40
(5) Powdermen,
11/1/24, 7:54 AM SAM.gov
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Jackhammermen...............$ 40.37 4.5%+14.30
(6) Groundman...............$ 33.37 4.5%+14.30
----------------------------------------------------------------
ELEC1245-004 06/01/2024
ALL COUNTIES EXCEPT DEL NORTE, MODOC & SISKIYOU
Rates Fringes
LINE CONSTRUCTION
(1) Lineman; Cable splicer..$ 70.16 24.46
(2) Equipment specialist
(operates crawler
tractors, commercial motor
vehicles, backhoes,
trenchers, cranes (50 tons
and below), overhead &
underground distribution
line equipment)...........$ 53.30 22.01
(3) Groundman...............$ 40.76 21.51
(4) Powderman...............$ 51.87 18.79
HOLIDAYS: New Year's Day, M.L. King Day, Memorial Day,
Independence Day, Labor Day, Veterans Day, Thanksgiving Day
and day after Thanksgiving, Christmas Day
----------------------------------------------------------------
ELEV0008-001 01/01/2024
Rates Fringes
ELEVATOR MECHANIC................$ 80.76 37.885+a+b
FOOTNOTE:
a. PAID VACATION: Employer contributes 8% of regular hourly
rate as vacation pay credit for employees with more than 5
years of service, and 6% for 6 months to 5 years of service.
b. PAID HOLIDAYS: New Year's Day, Memorial Day, Independence
Day, Labor Day, Veterans' Day, Thanksgiving Day, Friday
after Thanksgiving, and Christmas Day.
----------------------------------------------------------------
ENGI0003-008 08/01/2024
Rates Fringes
Dredging: (DREDGING:
CLAMSHELL & DIPPER DREDGING;
HYDRAULIC SUCTION DREDGING:)
AREA 1:
(1) Leverman...............$ 60.61 39.55
(2) Dredge Dozer; Heavy
duty repairman.............$ 55.65 39.55
(3) Booster Pump
Operator; Deck
Engineer; Deck mate;
Dredge Tender; Winch
Operator...................$ 54.53 39.55
(4) Bargeman; Deckhand;
Fireman; Leveehand; Oiler..$ 51.23 39.55
AREA 2:
(1) Leverman...............$ 62.61 39.55
(2) Dredge Dozer; Heavy
duty repairman.............$ 57.65 39.55
(3) Booster Pump
11/1/24, 7:54 AM SAM.gov
https://sam.gov/wage-determination/CA20240007/16 11/45
Operator; Deck
Engineer; Deck mate;
Dredge Tender; Winch
Operator...................$ 56.53 39.55
(4) Bargeman; Deckhand;
Fireman; Leveehand; Oiler..$ 53.23 39.55
AREA DESCRIPTIONS
AREA 1: ALAMEDA,BUTTE, CONTRA COSTA, KINGS, MARIN, MERCED,
NAPA, SACRAMENTO, SAN BENITO, SAN FRANCISCO, SAN JOAQUIN,
SAN MATEO, SANTA CLARA, SANTA CRUZ, SOLANO, STANISLAUS,
SUTTER, YOLO, AND YUBA COUNTIES
AREA 2: MODOC COUNTY
THE REMAINGING COUNTIES ARE SPLIT BETWEEN AREA 1 AND AREA 2
AS NOTED BELOW:
ALPINE COUNTY:
Area 1: Northernmost part
Area 2: Remainder
CALAVERAS COUNTY:
Area 1: Remainder
Area 2: Eastern part
COLUSA COUNTY:
Area 1: Eastern part
Area 2: Remainder
ELDORADO COUNTY:
Area 1: North Central part
Area 2: Remainder
FRESNO COUNTY:
Area 1: Remainder
Area 2: Eastern part
GLENN COUNTY:
Area 1: Eastern part
Area 2: Remainder
LASSEN COUNTY:
Area 1: Western part along the Southern portion of border
with Shasta County
Area 2: Remainder
MADERA COUNTY:
Area 1: Except Eastern part
Area 2: Eastern part
MARIPOSA COUNTY
Area 1: Except Eastern part
Area 2: Eastern part
MONTERREY COUNTY
Area 1: Except Southwestern part
Area 2: Southwestern part
NEVADA COUNTY:
Area 1: All but the Northern portion along the border of
Sierra County
Area 2: Remainder
11/1/24, 7:54 AM SAM.gov
https://sam.gov/wage-determination/CA20240007/16 12/45
PLACER COUNTY:
Area 1: Al but the Central portion
Area 2: Remainder
PLUMAS COUNTY:
Area 1: Western portion
Area 2: Remainder
SHASTA COUNTY:
Area 1: All but the Northeastern corner
Area 2: Remainder
SIERRA COUNTY:
Area 1: Western part
Area 2: Remainder
SISKIYOU COUNTY:
Area 1: Central part
Area 2: Remainder
SONOMA COUNTY:
Area 1: All but the Northwestern corner
Area 2: Remainder
TEHAMA COUNTY:
Area 1: All but the Western border with Mendocino & Trinity
Counties
Area 2: Remainder
TRINITY COUNTY:
Area 1: East Central part and the Northeastern border with
Shasta County
Area 2: Remainder
TUOLUMNE COUNTY:
Area 1: Except Eastern part
Area 2: Eastern part
----------------------------------------------------------------
ENGI0003-019 07/01/2024
SEE AREA DESCRIPTIONS BELOW
Rates Fringes
OPERATOR: Power Equipment
(LANDSCAPE WORK ONLY)
GROUP 1
AREA 1.....................$ 52.40 28.52
AREA 2.....................$ 54.40 28.52
GROUP 2
AREA 1.....................$ 48.80 28.52
AREA 2.....................$ 50.80 28.52
GROUP 3
AREA 1.....................$ 44.19 28.52
AREA 2.....................$ 46.19 28.52
GROUP DESCRIPTIONS:
GROUP 1: Landscape Finish Grade Operator: All finish grade
work regardless of equipment used, and all equipment with a
rating more than 65 HP.
GROUP 2: Landscape Operator up to 65 HP: All equipment with
a manufacturer's rating of 65 HP or less except equipment
11/1/24, 7:54 AM SAM.gov
https://sam.gov/wage-determination/CA20240007/16 13/45
covered by Group 1 or Group 3. The following equipment
shall be included except when used for finish work as long
as manufacturer's rating is 65 HP or less: A-Frame and
Winch Truck, Backhoe, Forklift, Hydragraphic Seeder
Machine, Roller, Rubber-Tired and Track Earthmoving
Equipment, Skiploader, Straw Blowers, and Trencher 31 HP up
to 65 HP.
GROUP 3: Landscae Utility Operator: Small Rubber-Tired
Tractor, Trencher Under 31 HP.
AREA DESCRIPTIONS:
AREA 1: ALAMEDA, BUTTE, CONTRA COSTA, KINGS, MARIN, MERCED,
NAPA, SACRAMENTO, SAN BENITO, SAN FRANCISCO, SAN JOAQUIN,
SAN MATEO, SANTA CLARA, SANTA CRUZ, SOLANO, STANISLAUS,
SUTTER, YOLO, AND YUBA COUNTIES
AREA 2 - MODOC COUNTY
THE REMAINING COUNTIES ARE SPLIT BETWEEN AREA 1 AND AREA 2 AS
NOTED BELOW:
ALPINE COUNTY:
Area 1: Northernmost part
Area 2: Remainder
CALAVERAS COUNTY:
Area 1: Except Eastern part
Area 2: Eastern part
COLUSA COUNTY:
Area 1: Eastern part
Area 2: Remainder
DEL NORTE COUNTY:
Area 1: Extreme Southwestern corner
Area 2: Remainder
ELDORADO COUNTY:
Area 1: North Central part
Area 2: Remainder
FRESNO COUNTY
Area 1: Except Eastern part
Area 2: Eastern part
GLENN COUNTY:
Area 1: Eastern part
Area 2: Remainder
HUMBOLDT COUNTY:
Area 1: Except Eastern and Southwestern parts
Area 2: Remainder
LAKE COUNTY:
Area 1: Southern part
Area 2: Remainder
LASSEN COUNTY:
Area 1: Western part along the Southern portion of border
with Shasta County
Area 2: Remainder
MADERA COUNTY
11/1/24, 7:54 AM SAM.gov
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Area 1: Remainder
Area 2: Eastern part
MARIPOSA COUNTY
Area 1: Remainder
Area 2: Eastern part
MENDOCINO COUNTY:
Area 1: Central and Southeastern parts
Area 2: Remainder
MONTEREY COUNTY
Area 1: Remainder
Area 2: Southwestern part
NEVADA COUNTY:
Area 1: All but the Northern portion along the border of
Sierra County
Area 2: Remainder
PLACER COUNTY:
Area 1: All but the Central portion
Area 2: Remainder
PLUMAS COUNTY:
Area 1: Western portion
Area 2: Remainder
SHASTA COUNTY:
Area 1: All but the Northeastern corner
Area 2: Remainder
SIERRA COUNTY:
Area 1: Western part
Area 2: Remainder
SISKIYOU COUNTY:
Area 1: Central part
Area 2: Remainder
SONOMA COUNTY:
Area 1: All but the Northwestern corner
Area 2: Reaminder
TEHAMA COUNTY:
Area 1: All but the Western border with mendocino & Trinity
Counties
Area 2: Remainder
TRINITY COUNTY:
Area 1: East Central part and the Northeaster border with
Shasta County
Area 2: Remainder
TULARE COUNTY;
Area 1: Remainder
Area 2: Eastern part
TUOLUMNE COUNTY:
Area 1: Remainder
Area 2: Eastern Part
----------------------------------------------------------------
ENGI0003-038 06/28/2023
11/1/24, 7:54 AM SAM.gov
https://sam.gov/wage-determination/CA20240007/16 15/45
""AREA 1"" WAGE RATES ARE LISTED BELOW
""AREA 2"" RECEIVES AN ADDITIONAL $2.00 PER HOUR ABOVE AREA 1
RATES.
SEE AREA DEFINITIONS BELOW
Rates Fringes
OPERATOR: Power Equipment
(AREA 1:)
GROUP 1.....................$ 60.72 31.03
GROUP 2.....................$ 59.19 31.03
GROUP 3.....................$ 57.71 31.03
GROUP 4.....................$ 56.33 31.03
GROUP 5.....................$ 55.06 31.03
GROUP 6.....................$ 53.74 31.03
GROUP 7.....................$ 52.60 31.03
GROUP 8.....................$ 51.46 31.03
GROUP 8-A...................$ 49.25 31.03
OPERATOR: Power Equipment
(Cranes and Attachments -
AREA 1:)
GROUP 1
Cranes.....................$ 52.30 31.15
Oiler......................$ 43.79 31.15
Truck crane oiler..........$ 46.08 31.15
GROUP 2
Cranes.....................$ 50.54 31.15
Oiler......................$ 42.83 31.15
Truck crane oiler..........$ 45.07 31.15
GROUP 3
Cranes.....................$ 48.80 31.15
Hydraulic..................$ 44.44 31.15
Oiler......................$ 42.55 31.15
Truck crane oiler..........$ 44.83 31.15
GROUP 4
Cranes.....................$ 45.76 31.15
OPERATOR: Power Equipment
(Piledriving - AREA 1:)
GROUP 1
Lifting devices............$ 52.64 31.15
Oiler......................$ 43.38 31.15
Truck Crane Oiler..........$ 45.66 31.15
GROUP 2
Lifting devices............$ 50.82 31.15
Oiler......................$ 43.11 31.15
Truck Crane Oiler..........$ 45.41 31.15
GROUP 3
Lifting devices............$ 49.14 31.15
Oiler......................$ 42.89 31.15
Truck Crane Oiler..........$ 45.12 31.15
GROUP 4
Lifting devices............$ 47.37 31.15
GROUP 5
Lifting devices............$ 44.73 31.15
GROUP 6
Lifting devices............$ 42.50 31.15
OPERATOR: Power Equipment
(Steel Erection - AREA 1:)
GROUP 1
Cranes.....................$ 53.27 31.15
Oiler......................$ 43.72 31.15
Truck Crane Oiler..........$ 45.95 31.15
11/1/24, 7:54 AM SAM.gov
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GROUP 2
Cranes.....................$ 51.50 31.15
Oiler......................$ 43.45 31.15
Truck Crane Oiler..........$ 45.73 31.15
GROUP 3
Cranes.....................$ 50.02 31.15
Hydraulic..................$ 45.07 31.15
Oiler......................$ 43.23 31.15
Truck Crane Oiler..........$ 45.46 31.15
GROUP 4
Cranes.....................$ 48.00 31.15
GROUP 5
Cranes.....................$ 46.70 31.15
OPERATOR: Power Equipment
(Tunnel and Underground Work
- AREA 1:)
SHAFTS, STOPES, RAISES:
GROUP 1....................$ 56.82 31.03
GROUP 1-A..................$ 49.99 31.15
GROUP 1A...................$ 59.29 31.03
GROUP 2....................$ 55.56 31.03
GROUP 3....................$ 54.23 31.03
GROUP 4....................$ 53.09 31.03
GROUP 5....................$ 51.95 31.03
UNDERGROUND:
GROUP 1....................$ 47.42 31.15
GROUP 1-A..................$ 49.89 31.15
GROUP 2....................$ 46.16 31.15
GROUP 3....................$ 44.83 31.15
GROUP 4....................$ 43.69 31.15
GROUP 5....................$ 42.55 31.15
FOOTNOTE: Work suspended by ropes or cables, or work on a
Yo-Yo Cat: $.60 per hour additional.
POWER EQUIPMENT OPERATOR CLASSIFICATIONS
GROUP 1: Operator of helicopter (when used in erection work);
Hydraulic excavator, 7 cu. yds. and over; Power shovels,
over 7 cu. yds.
GROUP 2: Highline cableway; Hydraulic excavator, 3-1/2 cu.
yds. up to 7 cu. yds.; Licensed construction work boat
operator, on site; Power blade operator (finish); Power
shovels, over 1 cu. yd. up to and including 7 cu. yds.
m.r.c.
GROUP 3: Asphalt milling machine; Cable backhoe; Combination
backhoe and loader over 3/4 cu. yds.; Continuous flight tie
back machine assistant to engineer or mechanic; Crane
mounted continuous flight tie back machine, tonnage to
apply; Crane mounted drill attachment, tonnage to apply;
Dozer, slope brd; Gradall; Hydraulic excavator, up to 3 1/2
cu. yds.; Loader 4 cu. yds. and over; Long reach excavator;
Multiple engine scraper (when used as push pull); Power
shovels, up to and including 1 cu. yd.; Pre-stress wire
wrapping machine; Side boom cat, 572 or larger; Track
loader 4 cu. yds. and over; Wheel excavator (up to and
including 750 cu. yds. per hour)
GROUP 4: Asphalt plant engineer/box person; Chicago boom;
Combination backhoe and loader up to and including 3/4 cu.
yd.; Concrete batch plant (wet or dry); Dozer and/or push
cat; Pull- type elevating loader; Gradesetter, grade
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checker (GPS, mechanical or otherwise); Grooving and
grinding machine; Heading shield operator; Heavy-duty
drilling equipment, Hughes, LDH, Watson 3000 or similar;
Heavy-duty repairperson and/or welder; Lime spreader;
Loader under 4 cu. yds.; Lubrication and service engineer
(mobile and grease rack); Mechanical finishers or spreader
machine (asphalt, Barber-Greene and similar); Miller
Formless M-9000 slope paver or similar; Portable crushing
and screening plants; Power blade support; Roller operator,
asphalt; Rubber-tired scraper, self-loading (paddle-wheels,
etc.); Rubber- tired earthmoving equipment (scrapers); Slip
form paver (concrete); Small tractor with drag; Soil
stabilizer (P & H or equal); Spider plow and spider puller;
Tubex pile rig; Unlicensed constuction work boat operator,
on site; Timber skidder; Track loader up to 4 yds.;
Tractor-drawn scraper; Tractor, compressor drill
combination; Welder; Woods-Mixer (and other similar Pugmill
equipment)
GROUP 5: Cast-in-place pipe laying machine; Combination
slusher and motor operator; Concrete conveyor or concrete
pump, truck or equipment mounted; Concrete conveyor,
building site; Concrete pump or pumpcrete gun; Drilling
equipment, Watson 2000, Texoma 700 or similar; Drilling and
boring machinery, horizontal (not to apply to waterliners,
wagon drills or jackhammers); Concrete mixer/all; Person
and/or material hoist; Mechanical finishers (concrete)
(Clary, Johnson, Bidwell Bridge Deck or similar types);
Mechanical burm, curb and/or curb and gutter machine,
concrete or asphalt); Mine or shaft hoist; Portable
crusher; Power jumbo operator (setting slip-forms, etc., in
tunnels); Screed (automatic or manual); Self-propelled
compactor with dozer; Tractor with boom D6 or smaller;
Trenching machine, maximum digging capacity over 5 ft.
depth; Vermeer T-600B rock cutter or similar
GROUP 6: Armor-Coater (or similar); Ballast jack tamper;
Boom- type backfilling machine; Assistant plant engineer;
Bridge and/or gantry crane; Chemical grouting machine,
truck-mounted; Chip spreading machine operator; Concrete
saw (self-propelled unit on streets, highways, airports and
canals); Deck engineer; Drilling equipment Texoma 600,
Hughes 200 Series or similar up to and including 30 ft.
m.r.c.; Drill doctor; Helicopter radio operator;
Hydro-hammer or similar; Line master; Skidsteer loader,
Bobcat larger than 743 series or similar (with
attachments); Locomotive; Lull hi-lift or similar; Oiler,
truck mounted equipment; Pavement breaker, truck-mounted,
with compressor combination; Paving fabric installation
and/or laying machine; Pipe bending machine (pipelines
only); Pipe wrapping machine (tractor propelled and
supported); Screed (except asphaltic concrete paving);
Self- propelled pipeline wrapping machine; Tractor;
Self-loading chipper; Concrete barrier moving machine
GROUP 7: Ballast regulator; Boom truck or dual-purpose
A-frame truck, non-rotating - under 15 tons; Cary lift or
similar; Combination slurry mixer and/or cleaner; Drilling
equipment, 20 ft. and under m.r.c.; Firetender (hot plant);
Grouting machine operator; Highline cableway signalperson;
Stationary belt loader (Kolman or similar); Lift slab
machine (Vagtborg and similar types); Maginnes internal
full slab vibrator; Material hoist (1 drum); Mechanical
trench shield; Pavement breaker with or without compressor
combination); Pipe cleaning machine (tractor propelled and
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supported); Post driver; Roller (except asphalt); Chip
Seal; Self-propelled automatically applied concrete curing
mahcine (on streets, highways, airports and canals);
Self-propelled compactor (without dozer); Signalperson;
Slip-form pumps (lifting device for concrete forms); Tie
spacer; Tower mobile; Trenching machine, maximum digging
capacity up to and including 5 ft. depth; Truck- type loader
GROUP 8: Bit sharpener; Boiler tender; Box operator;
Brakeperson; Combination mixer and compressor
(shotcrete/gunite); Compressor operator; Deckhand; Fire
tender; Forklift (under 20 ft.); Generator;
Gunite/shotcrete equipment operator; Hydraulic monitor; Ken
seal machine (or similar); Mixermobile; Oiler; Pump
operator; Refrigeration plant; Reservoir-debris tug (self-
propelled floating); Ross Carrier (construction site);
Rotomist operator; Self-propelled tape machine; Shuttlecar;
Self-propelled power sweeper operator (includes vacuum
sweeper); Slusher operator; Surface heater; Switchperson;
Tar pot firetender; Tugger hoist, single drum; Vacuum
cooling plant; Welding machine (powered other than by
electricity)
GROUP 8-A: Elevator operator; Skidsteer loader-Bobcat 743
series or smaller, and similar (without attachments); Mini
excavator under 25 H.P. (backhoe-trencher); Tub grinder
wood chipper
----------------------------------------------------------
ALL CRANES AND ATTACHMENTS
GROUP 1: Clamshell and dragline over 7 cu. yds.; Crane, over
100 tons; Derrick, over 100 tons; Derrick barge
pedestal-mounted, over 100 tons; Self-propelled boom-type
lifting device, over 100 tons
GROUP 2: Clamshell and dragline over 1 cu. yd. up to and
including 7 cu. yds.; Crane, over 45 tons up to and
including 100 tons; Derrick barge, 100 tons and under;
Self-propelled boom-type lifting device, over 45 tons;
Tower crane
GROUP 3: Clamshell and dragline up to and including 1 cu.
yd.; Cranes 45 tons and under; Self-propelled boom-type
lifting device 45 tons and under;
GROUP 4: Boom Truck or dual purpose A-frame truck,
non-rotating over 15 tons; Truck-mounted rotating
telescopic boom type lifting device, Manitex or similar
(boom truck) over 15 tons; Truck-mounted rotating
telescopic boom type lifting device, Manitex or similar
(boom truck) - under 15 tons;
-----------------------------------------------------------
PILEDRIVERS
GROUP 1: Derrick barge pedestal mounted over 100 tons;
Clamshell over 7 cu. yds.; Self-propelled boom-type lifting
device over 100 tons; Truck crane or crawler, land or barge
mounted over 100 tons
GROUP 2: Derrick barge pedestal mounted 45 tons to and
including 100 tons; Clamshell up to and including 7 cu.
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yds.; Self-propelled boom-type lifting device over 45 tons;
Truck crane or crawler, land or barge mounted, over 45 tons
up to and including 100 tons; Fundex F-12 hydraulic pile rig
GROUP 3: Derrick barge pedestal mounted under 45 tons; Self-
propelled boom-type lifting device 45 tons and under;
Skid/scow piledriver, any tonnage; Truck crane or crawler,
land or barge mounted 45 tons and under
GROUP 4: Assistant operator in lieu of assistant to engineer;
Forklift, 10 tons and over; Heavy-duty repairperson/welder
GROUP 5: Deck engineer
GROUP 6: Deckhand; Fire tender
-------------------------------------------------------------
STEEL ERECTORS
GROUP 1: Crane over 100 tons; Derrick over 100 tons; Self-
propelled boom-type lifting device over 100 tons
GROUP 2: Crane over 45 tons to 100 tons; Derrick under 100
tons; Self-propelled boom-type lifting device over 45 tons
to 100 tons; Tower crane
GROUP 3: Crane, 45 tons and under; Self-propelled boom-type
lifting device, 45 tons and under
GROUP 4: Chicago boom; Forklift, 10 tons and over; Heavy-duty
repair person/welder
GROUP 5: Boom cat
--------------------------------------------------------------
--
TUNNEL AND UNDERGROUND WORK
GROUP 1-A: Tunnel bore machine operator, 20' diameter or more
GROUP 1: Heading shield operator; Heavy-duty repairperson;
Mucking machine (rubber tired, rail or track type); Raised
bore operator (tunnels); Tunnel mole bore operator
GROUP 2: Combination slusher and motor operator; Concrete
pump or pumpcrete gun; Power jumbo operator
GROUP 3: Drill doctor; Mine or shaft hoist
GROUP 4: Combination slurry mixer cleaner; Grouting Machine
operator; Motorman
GROUP 5: Bit Sharpener; Brakeman; Combination mixer and
compressor (gunite); Compressor operator; Oiler; Pump
operator; Slusher operator
-----------------------------------------------------------
AREA DESCRIPTIONS:
POWER EQUIPMENT OPERATORS, CRANES AND ATTACHMENTS,TUNNEL AND
UNDERGROUND [These areas do not apply to Piledrivers and
Steel Erectors]
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AREA 1: DEL NORTE, HUMBOLDT, LAKE, MENDOCINO
AREA 2 -NOTED BELOW
THE REMAINING COUNTIES ARE SPLIT BETWEEN AREA 1 AND AREA 2 AS
NOTED BELOW:
DEL NORTE COUNTY:
Area 1: Extreme Southwest corner
Area 2: Remainder
HUMBOLDT COUNTY:
Area 1: Except Eastern and Southwestern parts
Area 2: Remainder
LAKE COUNTY:
Area 1: Southern part
Area 2: Remainder
MENDOCINO COUNTY:
Area 1: Central and Southeastern Parts
Area 2: Remainder
----------------------------------------------------------------
IRON0118-012 01/01/2024
ALPINE, LASSEN, MODOC, SISKIYOU and TRINITY COUNTIES
Rates Fringes
IRONWORKER.......................$ 41.00 34.20
----------------------------------------------------------------
IRON0118-013 01/01/2024
AMADOR, BUTTE, COLUSA,EL DORADO, GLENN,MARIN, NAPA, NEVADA,
PLACER,PLUMAS, SACRAMENTO, SHASTA, SIERRA, SOLANO, SONOMA,
SUTTER, TEHAMA, YOLO and YUBA COUNTIES
Rates Fringes
IRONWORKER.......................$ 47.45 34.90
----------------------------------------------------------------
LABO0067-003 07/01/2024
AREA ""1"" - MARIN and NAPA COUNTIES
AREA ""2"" - ALPINE, AMADOR, BUTTE COLUSA EL DORADO, GLENN,
LASSEN, MODOC, NEVADA, PLACER, PLUMAS, SACRAMENTO, SHASTA,
SIERRA, SISKIYOU, SOLANO, SONOMA, SUTTER, TEHAMA, TRINITY,
YOLO, AND YUBA COUNTIES
Rates Fringes
LABORER (ASBESTOS/MOLD/LEAD
LABORER)
Marin and Napa Counties.....$ 37.75 29.69
Remaining Counties..........$ 36.75 29.69
----------------------------------------------------------------
LABO0067-005 01/01/2024
AREA ""A"" - ALAMEDA, CONTRA COSTA, SAN FRANCISCO, SAN MATEO AND
SANTA CLARA COUNTIES
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AREA ""B"" - ALPINE, AMADOR, BUTTE, CALAVERAS, COLUSA, DEL
NORTE, EL DORADO, FRESNO, GLENN, HUMBOLDT, KINGS, LAKE, LASSEN,
MADERA, MARIPOSA, MENDOCINO, MERCED, MODOC, MONTEREY, NEVADA,
PLACER, PLUMAS, SANCREMENTO, SAN BENITO, SAN JOAQUIN, SANTA
CRUZ, SIERRA, SHASTA, SISKIYOU, STANISLAUS, TEHAMA, TRINITY,
TULARE, TUOLUMNE, YOLO AND YOUBA COUNTIES
Rates Fringes
LABORER (TRAFFIC CONTROL/LANE
CLOSURE)
Escort Driver, Flag Person
Area A.....................$ 37.26 27.32
Area B.....................$ 36.26 27.32
Traffic Control Person I
Area A.....................$ 37.56 27.32
Area B.....................$ 36.56 27.32
Traffic Control Person II
Area A.....................$ 35.06 27.32
Area B.....................$ 34.06 27.32
TRAFFIC CONTROL PERSON I: Layout of traffic control, crash
cushions, construction area and roadside signage.
TRAFFIC CONTROL PERSON II: Installation and removal of
temporary/permanent signs, markers, delineators and crash
cushions.
----------------------------------------------------------------
LABO0185-002 07/01/2023
ALPINE, AMADOR, BUTTE, COLUSA, EL DORADO, GLENN, LASSEN, MODOC,
NEVADA, PLACER, PLUMAS, SACRAMENTO, SHASTA, SIERRA, SISKIYOU,
SUTTER, TEHAMA, TRINITY, YOLO AND YUBA COUNTIES
Rates Fringes
LABORER
Mason Tender-Brick..........$ 36.29 25.55
----------------------------------------------------------------
LABO0185-005 06/26/2023
ALPINE, AMADOR, BUTTE, COLUSA, EL DORADO, GLENN, LASSEN, MODOC,
NEVADA, PLACER, PLUMAS, SACRAMENTO, SHASTA, SIERRA, SISKIYOU,
SUTTER, TEHAMA, TRINITY, YOLO AND YUBA COUNTIES
Rates Fringes
Tunnel and Shaft Laborers:
GROUP 1.....................$ 45.89 27.72
GROUP 2.....................$ 45.66 27.72
GROUP 3.....................$ 45.41 27.72
GROUP 4.....................$ 44.96 27.72
GROUP 5.....................$ 44.42 27.72
Shotcrete Specialist........$ 46.41 27.72
TUNNEL AND SHAFT CLASSIFICATIONS
GROUP 1: Diamond driller; Groundmen; Gunite and shotcrete
nozzlemen
GROUP 2: Rodmen; Shaft work & raise (below actual or
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excavated ground level)
GROUP 3: Bit grinder; Blaster, driller, powdermen, heading;
Cherry pickermen - where car is lifted; Concrete finisher
in tunnel; Concrete screedman; Grout pumpman and potman;
Gunite & shotcrete gunman & potman; Headermen; High
pressure nozzleman; Miner - tunnel, including top and
bottom man on shaft and raise work; Nipper; Nozzleman on
slick line; Sandblaster - potman, Robotic Shotcrete Placer,
Segment Erector, Tunnel Muck Hauler, Steel Form raiser and
setter; Timberman, retimberman (wood or steel or substitute
materials therefore); Tugger (for tunnel laborer work);
Cable tender; Chuck tender; Powderman - primer house
GROUP 4: Vibrator operator, pavement breaker; Bull gang -
muckers, trackmen; Concrete crew - includes rodding and
spreading, Dumpmen (any method)
GROUP 5: Grout crew; Reboundman; Swamper/ Brakeman
----------------------------------------------------------------
LABO0185-006 06/26/2023
ALPINE, AMADOR, BUTTE, COLUSA, EL DORADO, GLENN, LASSEN, MODOC,
NEVADA, PLACER, PLUMAS, SACRAMENTO, SHIASTA, SIERRA, SISKIYOU,
SUTTER, TEHAMA, TRINITY, YOLO, YUBA COUNTIES
Rates Fringes
LABORER (CONSTRUCTION CRAFT
LABORERS - AREA B:)
Construction Specialist
Group.......................$ 36.20 27.30
GROUP 1.....................$ 35.50 27.30
GROUP 1-a...................$ 35.72 27.30
GROUP 1-c...................$ 35.55 27.30
GROUP 1-e...................$ 36.05 27.30
GROUP 1-f...................$ 30.37 23.20
GROUP 2.....................$ 35.35 27.30
GROUP 3.....................$ 35.25 27.30
GROUP 4.....................$ 28.94 27.30
See groups 1-b and 1-d under laborer classifications.
LABORER (GARDENERS,
HORTICULTURAL & LANDSCAPE
LABORERS - AREA B:)
(1) New Construction........$ 35.25 27.30
(2) Establishment Warranty
Period......................$ 28.94 27.30
LABORER (GUNITE - AREA B:)
GROUP 1.....................$ 36.46 27.30
GROUP 2.....................$ 35.96 27.30
GROUP 3.....................$ 35.37 27.30
GROUP 4.....................$ 35.25 27.30
LABORER (WRECKING - AREA B:)
GROUP 1.....................$ 35.50 27.30
GROUP 2.....................$ 35.35 27.30
FOOTNOTES:
Laborers working off or with or from bos'n chairs, swinging
scaffolds, belts shall receive $0.25 per hour above the
applicable wage rate. This shall not apply to workers
entitled to receive the wage rate set forth in Group 1-a
below.
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---------------------------------------------------------
LABORER CLASSIFICATIONS
CONSTRUCTION SPECIALIST GROUP: Asphalt ironer and raker;
Chainsaw; Laser beam in connection with laborers' work;
Cast-in- place manhole form setter; Pressure pipelayer;
Davis trencher - 300 or similar type (and all small
trenchers); Blaster; Diamond driller; Multiple unit drill;
Hydraulic drill
GROUP 1: Asphalt spreader boxes (all types); Barko, Wacker
and similar type tampers; Buggymobile; Caulker, bander,
pipewrapper, conduit layer, plastic pipelayer; Certified
hazardous waste worker including Leade Abatement;
Compactors of all types; Concrete and magnesite mixer, 1/2
yd. and under; Concrete pan work; Concrete sander; Concrete
saw; Cribber and/or shoring; Cut granite curb setter;
Dri-pak-it machine; Faller, logloader and bucker; Form
raiser, slip forms; Green cutter; Headerboard, Hubsetter,
aligner, by any method; High pressure blow pipe (1-1/2"" or
over, 100 lbs. pressure/over); Hydro seeder and similar
type; Jackhammer operator; Jacking of pipe over 12 inches;
Jackson and similar type compactor; Kettle tender, pot and
worker applying asphalt, lay-kold, creosote, lime, caustic
and similar type materials (applying means applying,
dipping or handling of such materials); Lagging, sheeting,
whaling, bracing, trenchjacking, lagging hammer; Magnesite,
epoxyresin, fiberglass, mastic worker (wet or dry); No
joint pipe and stripping of same, including repair of
voids; Pavement breaker and spader, including tool grinder;
Perma curb; Pipelayer (including grade checking in
connection with pipelaying); Precast-manhole setter;
Pressure pipe tester; Post hole digger, air, gas and
electric; Power broom sweeper; Power tampers of all types
(except as shown in Group 2); Ram set gun and stud gun;
Riprap stonepaver and rock-slinger, including placing of
sacked concrete and/or sand (wet or dry) and gabions and
similar type; Rotary scarifier or multiple head concrete
chipping scarifier; Roto and Ditch Witch; Rototiller;
Sandblaster, pot, gun, nozzle operators; Signalling and
rigging; Tank cleaner; Tree climber; Turbo blaster;
Vibrascreed, bull float in connection with laborers' work;
Vibrator; Hazardous waste worker (lead removal); Asbestos
and mold removal worker
GROUP 1-a: Joy drill model TWM-2A; Gardner-Denver model DH143
and similar type drills; Track driller; Jack leg driller;
Wagon driller; Mechanical drillers, all types regardless of
type or method of power; Mechanical pipe layers, all types
regardless of type or method of power; Blaster and powder;
All work of loading, placing and blasting of all powder and
explosives of whatever type regardless of method used for
such loading and placing; High scalers (including drilling
of same); Tree topper; Bit grinder
GROUP 1-b: Sewer cleaners shall receive $4.00 per day above
Group 1 wage rates. ""Sewer cleaner"" means any worker who
handles or comes in contact with raw sewage in small
diameter sewers. Those who work inside recently active,
large diameter sewers, and all recently active sewer
manholes shal receive $5.00 per day above Group 1 wage
rates.
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GROUP 1-c: Burning and welding in connection with laborers'
work; Synthetic thermoplastics and similar type welding
GROUP 1-d: Maintenance and repair track and road beds. All
employees performing work covered herein shall receive $
.25 per hour above their regular rate for all work
performed on underground structures not specifically
covered herein. This paragraph shall not be construed to
apply to work below ground level in open cut. It shall
apply to cut and cover work of subway construction after
the temporary cover has been placed.
GROUP 1-e: Work on and/or in bell hole footings and shafts
thereof, and work on and in deep footings. (A deep footing
is a hole 15 feet or more in depth.) In the event the
depth of the footing is unknown at the commencement of
excavation, and the final depth exceeds 15 feet, the deep
footing wage rate would apply to all employees for each and
every day worked on or in the excavation of the footing
from the date of inception.
GROUP 1-f: Wire winding machine in connection with guniting
or shot crete
GROUP 2: Asphalt shoveler; Cement dumper and handling dry
cement or gypsum; Choke-setter and rigger (clearing work);
Concrete bucket dumper and chute; Concrete chipping and
grinding; Concrete laborer (wet or dry); Driller tender,
chuck tender, nipper; Guinea chaser (stake), grout crew;
High pressure nozzle, adductor; Hydraulic monitor (over 100
lbs. pressure); Loading and unloading, carrying and hauling
of all rods and materials for use in reinforcing concrete
construction; Pittsburgh chipper and similar type brush
shredders; Sloper; Single foot, hand-held, pneumatic
tamper; All pneumatic, air, gas and electric tools not
listed in Groups 1 through 1-f; Jacking of pipe - under 12
inches
GROUP 3: Construction laborers, including bridge and general
laborer; Dump, load spotter; Flag person; Fire watcher;
Fence erector; Guardrail erector; Gardener, horticultural
and landscape laborer; Jetting; Limber, brush loader and
piler; Pavement marker (button setter); Maintenance, repair
track and road beds; Streetcar and railroad construction
track laborer; Temporary air and water lines, Victaulic or
similar; Tool room attendant (jobsite only)
GROUP 4: Final clean-up work of debris, grounds and building
including but not limited to: street cleaner; cleaning and
washing windows; brick cleaner (jobsite only); material
cleaner (jobsite only). The classification ""material
cleaner"" is to be utilized under the following conditions:
A: at demolition site for the salvage of the material.
B: at the conclusion of a job where the material is to be
salvaged and stocked to be reused on another job.
C: for the cleaning of salvage material at the jobsite or
temporary jobsite yard.
The material cleaner classification should not be used in
the performance of ""form stripping, cleaning and oiling
and moving to the next point of erection"".
--------------------------------------------------------
GUNITE LABORER CLASSIFICATIONS
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GROUP 1: Structural Nozzleman
GROUP 2: Nozzleman, Gunman, Potman, Groundman
GROUP 3: Reboundman
GROUP 4: Gunite laborer
----------------------------------------------------------
WRECKING WORK LABORER CLASSIFICATIONS
GROUP 1: Skilled wrecker (removing and salvaging of sash,
windows and materials)
GROUP 2: Semi-skilled wrecker (salvaging of other building
materials)
----------------------------------------------------------------
LABO0185-008 07/01/2023
Rates Fringes
Plasterer tender.................$ 39.77 28.54
Work on a swing stage scaffold: $1.00 per hour additional.
----------------------------------------------------------------
LABO0261-002 07/01/2023
MARIN COUNTY
Rates Fringes
LABORER (TRAFFIC CONTROL/LANE
CLOSURE)
Escort Driver, Flag Person..$ 37.26 27.30
Traffic Control Person I....$ 37.56 27.30
Traffic Control Person II...$ 35.06 27.30
TRAFFIC CONTROL PERSON I: Layout of traffic control, crash
cushions, construction area and roadside signage.
TRAFFIC CONTROL PERSON II: Installation and removal of
temporary/permanent signs, markers, delineators and crash
cushions.
----------------------------------------------------------------
LABO0261-004 06/26/2023
MARIN COUNTY
Rates Fringes
Tunnel and Shaft Laborers:
GROUP 1.....................$ 45.89 27.72
GROUP 2.....................$ 45.66 27.72
GROUP 3.....................$ 45.41 27.72
GROUP 4.....................$ 44.96 27.72
GROUP 5.....................$ 44.42 27.72
Shotcrete Specialist........$ 46.41 27.72
TUNNEL AND SHAFT CLASSIFICATIONS
GROUP 1: Diamond driller; Groundmen; Gunite and shotcrete
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nozzlemen
GROUP 2: Rodmen; Shaft work & raise (below actual or
excavated ground level)
GROUP 3: Bit grinder; Blaster, driller, powdermen, heading;
Cherry pickermen - where car is lifted; Concrete finisher
in tunnel; Concrete screedman; Grout pumpman and potman;
Gunite & shotcrete gunman & potman; Headermen; High
pressure nozzleman; Miner - tunnel, including top and
bottom man on shaft and raise work; Nipper; Nozzleman on
slick line; Sandblaster - potman, Robotic Shotcrete Placer,
Segment Erector, Tunnel Muck Hauler, Steel Form raiser and
setter; Timberman, retimberman (wood or steel or substitute
materials therefore); Tugger (for tunnel laborer work);
Cable tender; Chuck tender; Powderman - primer house
GROUP 4: Vibrator operator, pavement breaker; Bull gang -
muckers, trackmen; Concrete crew - includes rodding and
spreading, Dumpmen (any method)
GROUP 5: Grout crew; Reboundman; Swamper/ Brakeman
----------------------------------------------------------------
LABO0261-007 07/01/2023
MARIN COUNTY
Rates Fringes
LABORER
Mason Tender-Brick..........$ 37.54 25.55
----------------------------------------------------------------
LABO0261-010 06/26/2023
MARIN COUNTY
Rates Fringes
LABORER (CONSTRUCTION CRAFT
LABORERS - AREA A:)
Construction Specialist
Group.......................$ 37.20 27.30
GROUP 1.....................$ 36.50 27.30
GROUP 1-a...................$ 36.72 27.30
GROUP 1-c...................$ 36.55 27.30
GROUP 1-e...................$ 37.05 27.30
GROUP 1-f...................$ 31.37 23.20
GROUP 2.....................$ 36.35 27.30
GROUP 3.....................$ 36.25 27.30
GROUP 4.....................$ 29.94 27.30
See groups 1-b and 1-d under laborer classifications.
LABORER (GARDENERS,
HORTICULTURAL & LANDSCAPE
LABORERS - AREA A:)
(1) New Construction........$ 36.25 27.30
(2) Establishment Warranty
Period......................$ 29.94 27.30
LABORER (GUNITE - AREA A:)
GROUP 1.....................$ 37.46 27.30
GROUP 2.....................$ 36.96 27.30
GROUP 3.....................$ 36.37 27.30
GROUP 4.....................$ 36.25 27.30
LABORER (WRECKING - AREA A:)
GROUP 1.....................$ 36.50 27.30
11/1/24, 7:54 AM SAM.gov
https://sam.gov/wage-determination/CA20240007/16 27/45
GROUP 2.....................$ 36.35 27.30
FOOTNOTES:
Laborers working off or with or from bos'n chairs, swinging
scaffolds, belts shall receive $0.25 per hour above the
applicable wage rate. This shall not apply to workers
entitled to receive the wage rate set forth in Group 1-a
below.
---------------------------------------------------------
LABORER CLASSIFICATIONS
CONSTRUCTION SPECIALIST GROUP: Asphalt ironer and raker;
Chainsaw; Laser beam in connection with laborers' work;
Cast-in- place manhole form setter; Pressure pipelayer;
Davis trencher - 300 or similar type (and all small
trenchers); Blaster; Diamond driller; Multiple unit drill;
Hydraulic drill
GROUP 1: Asphalt spreader boxes (all types); Barko, Wacker
and similar type tampers; Buggymobile; Caulker, bander,
pipewrapper, conduit layer, plastic pipelayer; Certified
hazardous waste worker including Leade Abatement;
Compactors of all types; Concrete and magnesite mixer, 1/2
yd. and under; Concrete pan work; Concrete sander; Concrete
saw; Cribber and/or shoring; Cut granite curb setter;
Dri-pak-it machine; Faller, logloader and bucker; Form
raiser, slip forms; Green cutter; Headerboard, Hubsetter,
aligner, by any method; High pressure blow pipe (1-1/2"" or
over, 100 lbs. pressure/over); Hydro seeder and similar
type; Jackhammer operator; Jacking of pipe over 12 inches;
Jackson and similar type compactor; Kettle tender, pot and
worker applying asphalt, lay-kold, creosote, lime, caustic
and similar type materials (applying means applying,
dipping or handling of such materials); Lagging, sheeting,
whaling, bracing, trenchjacking, lagging hammer; Magnesite,
epoxyresin, fiberglass, mastic worker (wet or dry); No
joint pipe and stripping of same, including repair of
voids; Pavement breaker and spader, including tool grinder;
Perma curb; Pipelayer (including grade checking in
connection with pipelaying); Precast-manhole setter;
Pressure pipe tester; Post hole digger, air, gas and
electric; Power broom sweeper; Power tampers of all types
(except as shown in Group 2); Ram set gun and stud gun;
Riprap stonepaver and rock-slinger, including placing of
sacked concrete and/or sand (wet or dry) and gabions and
similar type; Rotary scarifier or multiple head concrete
chipping scarifier; Roto and Ditch Witch; Rototiller;
Sandblaster, pot, gun, nozzle operators; Signalling and
rigging; Tank cleaner; Tree climber; Turbo blaster;
Vibrascreed, bull float in connection with laborers' work;
Vibrator; Hazardous waste worker (lead removal); Asbestos
and mold removal worker
GROUP 1-a: Joy drill model TWM-2A; Gardner-Denver model DH143
and similar type drills; Track driller; Jack leg driller;
Wagon driller; Mechanical drillers, all types regardless of
type or method of power; Mechanical pipe layers, all types
regardless of type or method of power; Blaster and powder;
All work of loading, placing and blasting of all powder and
explosives of whatever type regardless of method used for
such loading and placing; High scalers (including drilling
of same); Tree topper; Bit grinder
11/1/24, 7:54 AM SAM.gov
https://sam.gov/wage-determination/CA20240007/16 28/45
GROUP 1-b: Sewer cleaners shall receive $4.00 per day above
Group 1 wage rates. ""Sewer cleaner"" means any worker who
handles or comes in contact with raw sewage in small
diameter sewers. Those who work inside recently active,
large diameter sewers, and all recently active sewer
manholes shal receive $5.00 per day above Group 1 wage
rates.
GROUP 1-c: Burning and welding in connection with laborers'
work; Synthetic thermoplastics and similar type welding
GROUP 1-d: Maintenance and repair track and road beds. All
employees performing work covered herein shall receive $
.25 per hour above their regular rate for all work
performed on underground structures not specifically
covered herein. This paragraph shall not be construed to
apply to work below ground level in open cut. It shall
apply to cut and cover work of subway construction after
the temporary cover has been placed.
GROUP 1-e: Work on and/or in bell hole footings and shafts
thereof, and work on and in deep footings. (A deep footing
is a hole 15 feet or more in depth.) In the event the
depth of the footing is unknown at the commencement of
excavation, and the final depth exceeds 15 feet, the deep
footing wage rate would apply to all employees for each and
every day worked on or in the excavation of the footing
from the date of inception.
GROUP 1-f: Wire winding machine in connection with guniting
or shot crete
GROUP 2: Asphalt shoveler; Cement dumper and handling dry
cement or gypsum; Choke-setter and rigger (clearing work);
Concrete bucket dumper and chute; Concrete chipping and
grinding; Concrete laborer (wet or dry); Driller tender,
chuck tender, nipper; Guinea chaser (stake), grout crew;
High pressure nozzle, adductor; Hydraulic monitor (over 100
lbs. pressure); Loading and unloading, carrying and hauling
of all rods and materials for use in reinforcing concrete
construction; Pittsburgh chipper and similar type brush
shredders; Sloper; Single foot, hand-held, pneumatic
tamper; All pneumatic, air, gas and electric tools not
listed in Groups 1 through 1-f; Jacking of pipe - under 12
inches
GROUP 3: Construction laborers, including bridge and general
laborer; Dump, load spotter; Flag person; Fire watcher;
Fence erector; Guardrail erector; Gardener, horticultural
and landscape laborer; Jetting; Limber, brush loader and
piler; Pavement marker (button setter); Maintenance, repair
track and road beds; Streetcar and railroad construction
track laborer; Temporary air and water lines, Victaulic or
similar; Tool room attendant (jobsite only)
GROUP 4: Final clean-up work of debris, grounds and building
including but not limited to: street cleaner; cleaning and
washing windows; brick cleaner (jobsite only); material
cleaner (jobsite only). The classification ""material
cleaner"" is to be utilized under the following conditions:
A: at demolition site for the salvage of the material.
B: at the conclusion of a job where the material is to be
salvaged and stocked to be reused on another job.
C: for the cleaning of salvage material at the jobsite or
11/1/24, 7:54 AM SAM.gov
https://sam.gov/wage-determination/CA20240007/16 29/45
temporary jobsite yard.
The material cleaner classification should not be used in
the performance of ""form stripping, cleaning and oiling
and moving to the next point of erection"".
--------------------------------------------------------
GUNITE LABORER CLASSIFICATIONS
GROUP 1: Structural Nozzleman
GROUP 2: Nozzleman, Gunman, Potman, Groundman
GROUP 3: Reboundman
GROUP 4: Gunite laborer
----------------------------------------------------------
WRECKING WORK LABORER CLASSIFICATIONS
GROUP 1: Skilled wrecker (removing and salvaging of sash,
windows and materials)
GROUP 2: Semi-skilled wrecker (salvaging of other building
materials)
----------------------------------------------------------------
LABO0261-015 07/01/2023
Rates Fringes
Plasterer tender.................$ 39.77 28.54
Work on a swing stage scaffold: $1.00 per hour additional.
----------------------------------------------------------------
LABO0324-004 07/01/2023
NAPA, SOLANO, AND SONOMA, COUNTIES
Rates Fringes
LABORER (TRAFFIC CONTROL/LANE
CLOSURE)
Escort Driver, Flag Person..$ 36.26 27.30
Traffic Control Person I....$ 36.56 27.30
Traffic Control Person II...$ 34.06 27.30
TRAFFIC CONTROL PERSON I: Layout of traffic control, crash
cushions, construction area and roadside signage.
TRAFFIC CONTROL PERSON II: Installation and removal of
temporary/permanent signs, markers, delineators and crash
cushions.
----------------------------------------------------------------
LABO0324-008 06/26/2023
NAPA, SOLANO, AND SONOMA COUNTIES
Rates Fringes
Tunnel and Shaft Laborers:
GROUP 1.....................$ 45.89 27.72
11/1/24, 7:54 AM SAM.gov
https://sam.gov/wage-determination/CA20240007/16 30/45
GROUP 2.....................$ 45.66 27.72
GROUP 3.....................$ 45.41 27.72
GROUP 4.....................$ 44.96 27.72
GROUP 5.....................$ 44.42 27.72
Shotcrete Specialist........$ 46.41 27.72
TUNNEL AND SHAFT CLASSIFICATIONS
GROUP 1: Diamond driller; Groundmen; Gunite and shotcrete
nozzlemen
GROUP 2: Rodmen; Shaft work & raise (below actual or
excavated ground level)
GROUP 3: Bit grinder; Blaster, driller, powdermen, heading;
Cherry pickermen - where car is lifted; Concrete finisher
in tunnel; Concrete screedman; Grout pumpman and potman;
Gunite & shotcrete gunman & potman; Headermen; High
pressure nozzleman; Miner - tunnel, including top and
bottom man on shaft and raise work; Nipper; Nozzleman on
slick line; Sandblaster - potman, Robotic Shotcrete Placer,
Segment Erector, Tunnel Muck Hauler, Steel Form raiser and
setter; Timberman, retimberman (wood or steel or substitute
materials therefore); Tugger (for tunnel laborer work);
Cable tender; Chuck tender; Powderman - primer house
GROUP 4: Vibrator operator, pavement breaker; Bull gang -
muckers, trackmen; Concrete crew - includes rodding and
spreading, Dumpmen (any method)
GROUP 5: Grout crew; Reboundman; Swamper/ Brakeman
----------------------------------------------------------------
LABO0324-010 07/01/2023
SOLANO AND SONOMA COUNTIES
Rates Fringes
LABORER
Mason Tender-Brick..........$ 36.84 26.24
----------------------------------------------------------------
LABO0324-013 06/26/2023
NAPA, SOLANO, AND SONOMA COUNTIES
Rates Fringes
LABORER (CONSTRUCTION CRAFT
LABORERS - AREA B:)
Construction Specialist
Group.......................$ 36.20 27.30
GROUP 1.....................$ 35.50 27.30
GROUP 1-a...................$ 35.72 27.30
GROUP 1-c...................$ 35.55 27.30
GROUP 1-e...................$ 36.05 27.30
GROUP 1-f...................$ 36.08 27.30
GROUP 2.....................$ 35.35 27.30
GROUP 3.....................$ 35.25 27.30
GROUP 4.....................$ 28.94 27.30
See groups 1-b and 1-d under laborer classifications.
LABORER (GARDENERS,
HORTICULTURAL & LANDSCAPE
LABORERS - AREA B:)
(1) New Construction........$ 35.25 27.30
11/1/24, 7:54 AM SAM.gov
https://sam.gov/wage-determination/CA20240007/16 31/45
(2) Establishment Warranty
Period......................$ 28.94 27.30
LABORER (GUNITE - AREA B:)
GROUP 1.....................$ 36.46 27.30
GROUP 2.....................$ 35.96 27.30
GROUP 3.....................$ 35.37 27.30
GROUP 4.....................$ 35.25 27.30
LABORER (WRECKING - AREA B:)
GROUP 1.....................$ 35.50 27.30
GROUP 2.....................$ 35.35 27.30
FOOTNOTES:
Laborers working off or with or from bos'n chairs, swinging
scaffolds, belts shall receive $0.25 per hour above the
applicable wage rate. This shall not apply to workers
entitled to receive the wage rate set forth in Group 1-a
below.
---------------------------------------------------------
LABORER CLASSIFICATIONS
CONSTRUCTION SPECIALIST GROUP: Asphalt ironer and raker;
Chainsaw; Laser beam in connection with laborers' work;
Cast-in- place manhole form setter; Pressure pipelayer;
Davis trencher - 300 or similar type (and all small
trenchers); Blaster; Diamond driller; Multiple unit drill;
Hydraulic drill
GROUP 1: Asphalt spreader boxes (all types); Barko, Wacker
and similar type tampers; Buggymobile; Caulker, bander,
pipewrapper, conduit layer, plastic pipelayer; Certified
hazardous waste worker including Leade Abatement;
Compactors of all types; Concrete and magnesite mixer, 1/2
yd. and under; Concrete pan work; Concrete sander; Concrete
saw; Cribber and/or shoring; Cut granite curb setter;
Dri-pak-it machine; Faller, logloader and bucker; Form
raiser, slip forms; Green cutter; Headerboard, Hubsetter,
aligner, by any method; High pressure blow pipe (1-1/2"" or
over, 100 lbs. pressure/over); Hydro seeder and similar
type; Jackhammer operator; Jacking of pipe over 12 inches;
Jackson and similar type compactor; Kettle tender, pot and
worker applying asphalt, lay-kold, creosote, lime, caustic
and similar type materials (applying means applying,
dipping or handling of such materials); Lagging, sheeting,
whaling, bracing, trenchjacking, lagging hammer; Magnesite,
epoxyresin, fiberglass, mastic worker (wet or dry); No
joint pipe and stripping of same, including repair of
voids; Pavement breaker and spader, including tool grinder;
Perma curb; Pipelayer (including grade checking in
connection with pipelaying); Precast-manhole setter;
Pressure pipe tester; Post hole digger, air, gas and
electric; Power broom sweeper; Power tampers of all types
(except as shown in Group 2); Ram set gun and stud gun;
Riprap stonepaver and rock-slinger, including placing of
sacked concrete and/or sand (wet or dry) and gabions and
similar type; Rotary scarifier or multiple head concrete
chipping scarifier; Roto and Ditch Witch; Rototiller;
Sandblaster, pot, gun, nozzle operators; Signalling and
rigging; Tank cleaner; Tree climber; Turbo blaster;
Vibrascreed, bull float in connection with laborers' work;
Vibrator; Hazardous waste worker (lead removal); Asbestos
and mold removal worker
11/1/24, 7:54 AM SAM.gov
https://sam.gov/wage-determination/CA20240007/16 32/45
GROUP 1-a: Joy drill model TWM-2A; Gardner-Denver model DH143
and similar type drills; Track driller; Jack leg driller;
Wagon driller; Mechanical drillers, all types regardless of
type or method of power; Mechanical pipe layers, all types
regardless of type or method of power; Blaster and powder;
All work of loading, placing and blasting of all powder and
explosives of whatever type regardless of method used for
such loading and placing; High scalers (including drilling
of same); Tree topper; Bit grinder
GROUP 1-b: Sewer cleaners shall receive $4.00 per day above
Group 1 wage rates. ""Sewer cleaner"" means any worker who
handles or comes in contact with raw sewage in small
diameter sewers. Those who work inside recently active,
large diameter sewers, and all recently active sewer
manholes shal receive $5.00 per day above Group 1 wage
rates.
GROUP 1-c: Burning and welding in connection with laborers'
work; Synthetic thermoplastics and similar type welding
GROUP 1-d: Maintenance and repair track and road beds. All
employees performing work covered herein shall receive $
.25 per hour above their regular rate for all work
performed on underground structures not specifically
covered herein. This paragraph shall not be construed to
apply to work below ground level in open cut. It shall
apply to cut and cover work of subway construction after
the temporary cover has been placed.
GROUP 1-e: Work on and/or in bell hole footings and shafts
thereof, and work on and in deep footings. (A deep footing
is a hole 15 feet or more in depth.) In the event the
depth of the footing is unknown at the commencement of
excavation, and the final depth exceeds 15 feet, the deep
footing wage rate would apply to all employees for each and
every day worked on or in the excavation of the footing
from the date of inception.
GROUP 1-f: Wire winding machine in connection with guniting
or shot crete
GROUP 2: Asphalt shoveler; Cement dumper and handling dry
cement or gypsum; Choke-setter and rigger (clearing work);
Concrete bucket dumper and chute; Concrete chipping and
grinding; Concrete laborer (wet or dry); Driller tender,
chuck tender, nipper; Guinea chaser (stake), grout crew;
High pressure nozzle, adductor; Hydraulic monitor (over 100
lbs. pressure); Loading and unloading, carrying and hauling
of all rods and materials for use in reinforcing concrete
construction; Pittsburgh chipper and similar type brush
shredders; Sloper; Single foot, hand-held, pneumatic
tamper; All pneumatic, air, gas and electric tools not
listed in Groups 1 through 1-f; Jacking of pipe - under 12
inches
GROUP 3: Construction laborers, including bridge and general
laborer; Dump, load spotter; Flag person; Fire watcher;
Fence erector; Guardrail erector; Gardener, horticultural
and landscape laborer; Jetting; Limber, brush loader and
piler; Pavement marker (button setter); Maintenance, repair
track and road beds; Streetcar and railroad construction
track laborer; Temporary air and water lines, Victaulic or
similar; Tool room attendant (jobsite only)
11/1/24, 7:54 AM SAM.gov
https://sam.gov/wage-determination/CA20240007/16 33/45
GROUP 4: Final clean-up work of debris, grounds and building
including but not limited to: street cleaner; cleaning and
washing windows; brick cleaner (jobsite only); material
cleaner (jobsite only). The classification ""material
cleaner"" is to be utilized under the following conditions:
A: at demolition site for the salvage of the material.
B: at the conclusion of a job where the material is to be
salvaged and stocked to be reused on another job.
C: for the cleaning of salvage material at the jobsite or
temporary jobsite yard.
The material cleaner classification should not be used in
the performance of ""form stripping, cleaning and oiling
and moving to the next point of erection"".
--------------------------------------------------------
GUNITE LABORER CLASSIFICATIONS
GROUP 1: Structural Nozzleman
GROUP 2: Nozzleman, Gunman, Potman, Groundman
GROUP 3: Reboundman
GROUP 4: Gunite laborer
----------------------------------------------------------
WRECKING WORK LABORER CLASSIFICATIONS
GROUP 1: Skilled wrecker (removing and salvaging of sash,
windows and materials)
GROUP 2: Semi-skilled wrecker (salvaging of other building
materials)
----------------------------------------------------------------
LABO0324-019 07/01/2023
Rates Fringes
Plasterer tender.................$ 39.77 28.54
Work on a swing stage scaffold: $1.00 per hour additional.
----------------------------------------------------------------
PAIN0016-004 01/01/2024
MARIN, NAPA, SOLANO & SONOMA COUNTIES
Rates Fringes
Painters:........................$ 50.51 27.66
PREMIUMS:
EXOTIC MATERIALS - $1.25 additional per hour.
SPRAY WORK: - $0.50 additional per hour.
INDUSTRIAL PAINTING - $0.25 additional per hour
[Work on industrial buildings used for the manufacture and
processing of goods for sale or service; steel construction
(bridges), stacks, towers, tanks, and similar structures]
HIGH WORK:
over 50 feet - $2.00 per hour additional
100 to 180 feet - $4.00 per hour additional
11/1/24, 7:54 AM SAM.gov
https://sam.gov/wage-determination/CA20240007/16 34/45
Over 180 feet - $6.00 per houir additional
----------------------------------------------------------------
PAIN0016-005 01/01/2024
ALPINE, BUTTE, COLUSA, EL DORADO (west of the Sierra Nevada
Mountains), GLENN, LASSEN (west of Hwy. 395, excluding Honey
Lake); MARIN, MODOC, NAPA, NEVADA (west of the Sierra Nevada
Mountains), PLACER (west of the Sierra Nevada Mountains),
PLUMAS, SACRAMENTO, SHASTA, SIERRA (west of the Sierra Nevada
Mountains), SISKIYOU, SOLANO, SONOMA, SUTTER, TEHAMA, TRINITY,
YOLO AND YUBA COUNTIES
Rates Fringes
DRYWALL FINISHER/TAPER...........$ 56.28 29.94
----------------------------------------------------------------
PAIN0016-007 01/01/2024
ALPINE, AMADOR, BUTTE, COLUSA. EL DORADO (west of the Sierra
Nevada Mountains), GLENN, LASSEN (west of Highway 395,
excluding Honey Lake), MODOC, NEVADA (west of the Sierra Nevada
Mountains), PLACER (west of the Sierra Nevada Mountains),
PLUMAS, SACRAMENTO, SHASTA, SIERRA (west of the Sierra Nevada
Mountains), SISKIYOU, SUTTER, TEHAMA, TRINITY, YOLO & YUBA
COUNTIES
Rates Fringes
Painters:........................$ 40.85 22.40
SPRAY/SANDBLAST: $0.50 additional per hour.
EXOTIC MATERIALS: $1.25 additional per hour.
HIGH TIME: Over 50 ft above ground or water level $2.00
additional per hour. 100 to 180 ft above ground or water
level $4.00 additional per hour. Over 180 ft above ground
or water level $6.00 additional per hour.
----------------------------------------------------------------
PAIN0016-008 01/01/2024
MARIN, NAPA, SOLANO AND SONOMA COUNTIES
Rates Fringes
SOFT FLOOR LAYER.................$ 59.00 33.03
----------------------------------------------------------------
PAIN0169-004 01/01/2024
MARIN , NAPA & SONOMA COUNTIES; SOLANO COUNTY (west of a line
defined as follows: Hwy. 80 corridor beginning at the City of
Fairfield, including Travis Air Force Base and Suisun City;
going north of Manakas Corner Rd., continue north on Suisun
Valley Rd. to the Napa County line; Hwy. 80 corridor south on
Grizzly Island Rd. to the Grizzly Island Management area)
Rates Fringes
GLAZIER..........................$ 56.22 34.00
----------------------------------------------------------------
* PAIN0567-001 07/01/2022
11/1/24, 7:54 AM SAM.gov
https://sam.gov/wage-determination/CA20240007/16 35/45
EL DORADO COUNTY (east of the Sierra Nevada Mountains); LASSEN
COUNTY (east of Highway 395, beginning at Stacey and including
Honey Lake); NEVADA COUNTY (east of the Sierra Nevada
Mountains); PLACER COUNTY (east of the Sierra Nevada
Mountains); AND SIERRA COUNTY (east of the Sierra Nevada
Mountains)
Rates Fringes
Painters:
Brush and Roller............$ 33.15 14.29
Spray Painter & Paperhanger.$ 34.81 14.29
PREMIUMS:
Special Coatings (Brush), and Sandblasting = $0.50/hr
Special Coatings (Spray), and Steeplejack = $1.00/hr
Special Coating Spray Steel = $1.25/hr
Swing Stage = $2.00/hr
*A special coating is a coating that requires the mixing of 2
or more products.
----------------------------------------------------------------
PAIN0567-007 07/01/2022
EL DORADO COUNTY (east of the Sierra Nevada Mountains); LASSEN
COUNTY (east of Highway 395, beginning at Stacey and including
Honey Lake); NEVADA COUNTY (east of the Sierra Nevada
Mountains); PLACER COUNTY (east of the Sierra Nevada Mountains)
AND SIERRA COUNTY (east of the Sierra Nevada Mountains)
Rates Fringes
SOFT FLOOR LAYER.................$ 34.27 16.47
----------------------------------------------------------------
PAIN0567-010 07/01/2022
EL DORADO COUNTY (east of the Sierra Nevada Mountains); LASSEN
COUNTY (east of Highway 395, beginning at Stacey and including
Honey Lake); NEVADA COUNTY (east of the Sierra Nevada
Mountains); PLACER COUNTY (east of the Sierra Nevada
Mountains); AND SIERRA COUNTY (east of the Sierra Nevada
Mountains)
Rates Fringes
Drywall
(1) Taper...................$ 38.92 14.99
(2) Steeplejack - Taper,
over 40 ft with open space
below.......................$ 40.42 14.99
----------------------------------------------------------------
PAIN0767-004 01/01/2024
ALPINE, AMADOR, BUTTE, COLUSA, EL DORADO, GLENN, LASSEN, MODOC,
NEVADA, PLACER, PLUMAS, SACRAMENTO, SHASTA, SIERRA, SISKIYOU,
SOLANO (Remainder), SUTTER, TEHAMA, TRINITY, YOLO, YUBA
Rates Fringes
GLAZIER..........................$ 43.25 35.62
11/1/24, 7:54 AM SAM.gov
https://sam.gov/wage-determination/CA20240007/16 36/45
PAID HOLIDAYS: New Year's Day, Martin Luther King, Jr. Day,
President's Day, Memorial Day, Independence Day, Labor Day,
Veteran's Day, Thanksgiving Day, and Christmas Day.
Employee required to wear a body harness shall receive $1.50
per hour above the basic hourly rate at any elevation.
----------------------------------------------------------------
PAIN1176-001 07/01/2022
HIGHWAY IMPR0VEMENT
Rates Fringes
Parking Lot Striping/Highway
Marking:
GROUP 1.....................$ 40.83 17.62
GROUP 2.....................$ 34.71 17.62
GROUP 3.....................$ 35.11 17.62
CLASSIFICATIONS
GROUP 1: Striper: Layout and application of painted traffic
stripes and marking; hot thermo plastic; tape, traffic
stripes and markings
GROUP 2: Gamecourt & Playground Installer
GROUP 3: Protective Coating, Pavement Sealing
----------------------------------------------------------------
PAIN1237-001 01/01/2024
ALPINE; COLUSA; EL DORADO (west of the Sierra Nevada
Mountains); GLENN; LASSEN (west of Highway 395, beginning at
Stacey and including Honey Lake); MODOC; NEVADA (west of the
Sierra Nevada Mountains); PLACER (west of the Sierra Nevada
Mountains); PLUMAS; SACRAMENTO; SHASTA; SIERRA (west of the
Sierra Nevada Mountains); SISKIYOU; SUTTER; TEHAMA; TRINITY;
YOLO AND YUBA COUNTIES
Rates Fringes
SOFT FLOOR LAYER.................$ 48.54 26.59
----------------------------------------------------------------
PLAS0300-003 07/01/2018
Rates Fringes
PLASTERER
AREA 295: Alpine, Amador,
Butte, Colusa, El Dorado,
Glenn, Lassen, Modoc,
Nevada, Placer, Plumas,
Sacramento, Shasta,
Sierra, Siskiyou, Solano,
Sutter, Tehema, Trinity,
Yolo & Yuba Counties........$ 32.70 31.68
AREA 355: Marin.............$ 36.73 31.68
AREA 355: Napa & Sonoma
Counties....................$ 32.70 31.68
----------------------------------------------------------------
PLAS0300-005 07/01/2016
11/1/24, 7:54 AM SAM.gov
https://sam.gov/wage-determination/CA20240007/16 37/45
Rates Fringes
CEMENT MASON/CONCRETE FINISHER...$ 32.15 23.27
----------------------------------------------------------------
PLUM0038-002 07/01/2022
MARIN AND SONOMA COUNTIES
Rates Fringes
PLUMBER (Plumber,
Steamfitter, Refrigeration
Fitter)
(1) Work on wooden frame
structures 5 stories or
less excluding high-rise
buildings and commercial
work such as hospitals,
prisons, hotels, schools,
casinos, wastewater
treatment plants, and
resarch facilities as well
as refrigeration
pipefitting, service and
repair work - MARKET
RECOVERY RATE...............$ 69.70 46.38
(2) All other work - NEW
CONSTRUCTION RATE...........$ 82.00 48.18
----------------------------------------------------------------
PLUM0038-006 07/01/2022
MARIN & SONOMA COUNTIES
Rates Fringes
Landscape/Irrigation Fitter
(Underground/Utility Fitter).....$ 69.70 33.15
----------------------------------------------------------------
PLUM0228-001 07/01/2024
BUTTE, COLUSA, GLENN, LASSEN, MODOC, PLUMAS, SHASTA, SIERRA,
SISKIYOU, SUTTER, TEHAMA, TRINITY & YUBA COUNTIES
Rates Fringes
PLUMBER..........................$ 48.00 39.79
----------------------------------------------------------------
PLUM0343-001 07/01/2024
NAPA AND SOLANO COUNTIES
Rates Fringes
PLUMBER/PIPEFITTER
Light Commercial............$ 30.85 20.40
All Other Work..............$ 69.60 36.63
DEFINITION OF LIGHT COMMERICIAL:
Work shall include strip shopping centers, office buildings,
schools and other commercial structures which the total
plumbing bid does not exceed Two Hundred and Fifty Thousand
($250,000) and the total heating and cooling does not
exceed Two Hundred Fifty Thousand ($250,000); or Any
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projects bid in phases shall not qualify unless the total
project is less than Two Hundred Fifty Thousand ($250,000)
for the plumbing bid; and Two Hundred Fifty Thousand
($250,000) for the heating and cooling bid. Excluded are
hospitals, jails, institutions and industrial projects,
regardless size of the project
FOOTNOTES: While fitting galvanized material: $.75 per hour
additional. Work from trusses, temporary staging,
unguarded structures 35' from the ground or water: $.75 per
hour additional. Work from swinging scaffolds, boatswains
chairs or similar devices: $.75 per hour additional.
----------------------------------------------------------------
PLUM0350-001 08/01/2023
EL DORADO COUNTY (Lake Tahoe area only); NEVADA COUNTY (Lake
Tahoe area only); AND PLACER COUNTY (Lake Tahoe area only)
Rates Fringes
PLUMBER/PIPEFITTER...............$ 52.14 18.71
----------------------------------------------------------------
PLUM0355-001 07/01/2024
ALPINE, AMADOR, BUTTE, COLUSA, EL DORADO, GLENN, LASSEN, MODOC,
NAPA, NEVADA, PLACER, PLUMAS, SACRAMENTO, SHASTA, SIERRA,
SISKIYOU, SOLANO, SUTTER, TEHAMA, TRINITY, YOLO, AND YUBA
COUNTIES
Rates Fringes
Underground Utility Worker
/Landscape Fitter...........$ 34.51 18.30
----------------------------------------------------------------
PLUM0442-003 07/01/2024
AMADOR (South of San Joaquin River) and ALPINE COUNTIES
Rates Fringes
PLUMBER..........................$ 54.05 36.99
----------------------------------------------------------------
PLUM0447-001 07/01/2024
AMADOR (north of San Joaquin River), EL DORADO (excluding Lake
Tahoe area), NEVADA (excluding Lake Tahoe area); PLACER
(excluding Lake Tahoe area), SACRAMENTO AND YOLO COUNTIES
Rates Fringes
PLUMBER/PIPEFITTER
Journeyman..................$ 64.37 29.25
Light Commercial Work.......$ 53.08 23.52
----------------------------------------------------------------
ROOF0081-006 08/01/2023
MARIN, NAPA, SOLANO AND SONOMA COUNTIES
Rates Fringes
Roofer...........................$ 52.47 22.31
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----------------------------------------------------------------
ROOF0081-007 08/01/2023
ALPINE, BUTTE, COLUSA, EL DORADO, GLENN,LASSEN, MODOC, NEVADA,
PLACER, PLUMAS, SACRAMENTO, SHASTA, SIERRA, SISKIYOU, SUTTER,
TEHAMA, TRINITY, YOLO, AND YUBA COUNTIES
Rates Fringes
Roofer...........................$ 46.73 21.36
----------------------------------------------------------------
SFCA0483-003 08/01/2024
MARIN, NAPA, SOLANO AND SONOMA COUNTIES
Rates Fringes
SPRINKLER FITTER (Fire
Sprinklers)......................$ 79.13 38.51
----------------------------------------------------------------
SFCA0669-003 01/01/2024
ALPINE, BUTTE, COLUSA, EL DORADO, GLENN, LASSEN, MODOC, NEVADA,
PLACER, PLUMAS, SACRAMENTO, SHASTA, SIERRA, SISKIYOU, SUTTER,
TEHAMA, TRINITY, YOLO AND YUBA COUNTIES
Rates Fringes
SPRINKLER FITTER.................$ 46.46 27.97
----------------------------------------------------------------
SHEE0104-006 06/29/2020
MARIN, NAPA, SOLANO SONOMA & TRINITY COUNTIES
Rates Fringes
Sheet Metal Worker
Mechanical Contracts
$200,000 or less............$ 55.92 45.29
All other work..............$ 64.06 46.83
----------------------------------------------------------------
SHEE0104-009 07/01/2021
AMADOR, COLUSA, EL DORADO, NEVADA, PLACER, SACRAMENTO, SUTTER,
YOLO AND YUBA COUNTIES
Rates Fringes
SHEET METAL WORKER...............$ 47.85 41.90
----------------------------------------------------------------
SHEE0104-010 07/01/2020
AlPINE COUNTY
Rates Fringes
SHEET METAL WORKER...............$ 43.50 37.42
----------------------------------------------------------------
SHEE0104-011 07/01/2020
BUTTE, COLUSA, EL DORADO, GLENN, LASSEN, MODOC, NEVADA, PLACER,
PLUMAS, SACRAMENTO, SHASTA, SIERRA, SISKIYOU, SUTTER, TEHAMA,
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YOLO AND YUBA COUNTIES
Rates Fringes
Sheet Metal Worker (Metal
decking and siding only).........$ 44.45 35.55
----------------------------------------------------------------
SHEE0104-014 07/01/2020
MARIN, NAPA, SOLANO, SONOMA AND TRINITY COUNTIES
Rates Fringes
SHEET METAL WORKER (Metal
Decking and Siding only).........$ 44.45 35.55
----------------------------------------------------------------
SHEE0104-019 07/01/2020
BUTTE, GLENN, LASSEN, MODOC, PLUMAS, SHASTA, SIERRA, SISKIYOU
AND TEHAMA COUNTIES
Rates Fringes
SHEET METAL WORKER
Mechanical Jobs $200,000 &
under.......................$ 35.16 35.88
Mechanical Jobs over
$200,000....................$ 46.60 40.21
----------------------------------------------------------------
TEAM0094-001 07/01/2024
Rates Fringes
Truck drivers:
GROUP 1.....................$ 41.54 33.25
GROUP 2.....................$ 41.84 33.25
GROUP 3.....................$ 42.14 33.25
GROUP 4.....................$ 42.49 33.25
GROUP 5.....................$ 42.84 33.25
FOOTNOTES:
Articulated dump truck; Bulk cement spreader (with or without
auger); Dumpcrete truck; Skid truck (debris box); Dry
pre-batch concrete mix trucks; Dumpster or similar type;
Slurry truck: Use dump truck yardage rate.
Heater planer; Asphalt burner; Scarifier burner; Industrial
lift truck (mechanical tailgate); Utility and clean-up
truck: Use appropriate rate for the power unit or the
equipment utilized.
TRUCK DRIVER CLASSIFICATIONS
GROUP 1: Dump trucks, under 6 yds.; Single unit flat rack (2-
axle unit); Nipper truck (when flat rack truck is used
appropriate flat rack shall apply); Concrete pump truck
(when flat rack truck is used appropriate flat rack shall
apply); Concrete pump machine; Fork lift and lift jitneys;
Fuel and/or grease truck driver or fuel person; Snow buggy;
Steam cleaning; Bus or personhaul driver; Escort or pilot
car driver; Pickup truck; Teamster oiler/greaser and/or
serviceperson; Hook tender (including loading and
unloading); Team driver; Tool room attendant (refineries)
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GROUP 2: Dump trucks, 6 yds. and under 8 yds.; Transit
mixers, through 10 yds.; Water trucks, under 7,000 gals.;
Jetting trucks, under 7,000 gals.; Single-unit flat rack
(3-axle unit); Highbed heavy duty transport; Scissor truck;
Rubber-tired muck car (not self-loaded); Rubber-tired truck
jumbo; Winch truck and ""A"" frame drivers; Combination winch
truck with hoist; Road oil truck or bootperson;
Buggymobile; Ross, Hyster and similar straddle carriers;
Small rubber-tired tractor
GROUP 3: Dump trucks, 8 yds. and including 24 yds.; Transit
mixers, over 10 yds.; Water trucks, 7,000 gals. and over;
Jetting trucks, 7,000 gals. and over; Vacuum trucks under
7500 gals. Trucks towing tilt bed or flat bed pull
trailers; Lowbed heavy duty transport; Heavy duty transport
tiller person; Self- propelled street sweeper with
self-contained refuse bin; Boom truck - hydro-lift or
Swedish type extension or retracting crane; P.B. or similar
type self-loading truck; Tire repairperson; Combination
bootperson and road oiler; Dry distribution truck (A
bootperson when employed on such equipment, shall receive
the rate specified for the classification of road oil
trucks or bootperson); Ammonia nitrate distributor, driver
and mixer; Snow Go and/or plow
GROUP 4: Dump trucks, over 25 yds. and under 65 yds.; Water
pulls - DW 10's, 20's, 21's and other similar equipment
when pulling Aqua/pak or water tank trailers; Helicopter
pilots (when transporting men and materials); Lowbedk Heavy
Duty Transport up to including 7 axles; DW10's, 20's, 21's
and other similar Cat type, Terra Cobra, LeTourneau Pulls,
Tournorocker, Euclid and similar type equipment when
pulling fuel and/or grease tank trailers or other
miscellaneous trailers; Vacuum Trucks 7500 gals and over
and truck repairman
GROUP 5: Dump trucks, 65 yds. and over; Holland hauler; Low
bed Heavy Duty Transport over 7 axles
----------------------------------------------------------------
WELDERS - Receive rate prescribed for craft performing
operation to which welding is incidental.
================================================================
Note: Executive Order (EO) 13706, Establishing Paid Sick Leave
for Federal Contractors applies to all contracts subject to the
Davis-Bacon Act for which the contract is awarded (and any
solicitation was issued) on or after January 1, 2017. If this
contract is covered by the EO, the contractor must provide
employees with 1 hour of paid sick leave for every 30 hours
they work, up to 56 hours of paid sick leave each year.
Employees must be permitted to use paid sick leave for their
own illness, injury or other health-related needs, including
preventive care; to assist a family member (or person who is
like family to the employee) who is ill, injured, or has other
health-related needs, including preventive care; or for reasons
resulting from, or to assist a family member (or person who is
like family to the employee) who is a victim of, domestic
violence, sexual assault, or stalking. Additional information
on contractor requirements and worker protections under the EO
is available at
https://www.dol.gov/agencies/whd/government-contracts.
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Unlisted classifications needed for work not included within
the scope of the classifications listed may be added after
award only as provided in the labor standards contract clauses
(29CFR 5.5 (a) (1) (iii)).
----------------------------------------------------------------
The body of each wage determination lists the classification
and wage rates that have been found to be prevailing for the
cited type(s) of construction in the area covered by the wage
determination. The classifications are listed in alphabetical
order of ""identifiers"" that indicate whether the particular
rate is a union rate (current union negotiated rate for local),
a survey rate (weighted average rate) or a union average rate
(weighted union average rate).
Union Rate Identifiers
A four letter classification abbreviation identifier enclosed
in dotted lines beginning with characters other than ""SU"" or
""UAVG"" denotes that the union classification and rate were
prevailing for that classification in the survey. Example:
PLUM0198-005 07/01/2014. PLUM is an abbreviation identifier of
the union which prevailed in the survey for this
classification, which in this example would be Plumbers. 0198
indicates the local union number or district council number
where applicable, i.e., Plumbers Local 0198. The next number,
005 in the example, is an internal number used in processing
the wage determination. 07/01/2014 is the effective date of the
most current negotiated rate, which in this example is July 1,
2014.
Union prevailing wage rates are updated to reflect all rate
changes in the collective bargaining agreement (CBA) governing
this classification and rate.
Survey Rate Identifiers
Classifications listed under the ""SU"" identifier indicate that
no one rate prevailed for this classification in the survey and
the published rate is derived by computing a weighted average
rate based on all the rates reported in the survey for that
classification. As this weighted average rate includes all
rates reported in the survey, it may include both union and
non-union rates. Example: SULA2012-007 5/13/2014. SU indicates
the rates are survey rates based on a weighted average
calculation of rates and are not majority rates. LA indicates
the State of Louisiana. 2012 is the year of survey on which
these classifications and rates are based. The next number, 007
in the example, is an internal number used in producing the
wage determination. 5/13/2014 indicates the survey completion
date for the classifications and rates under that identifier.
Survey wage rates are not updated and remain in effect until a
new survey is conducted.
Union Average Rate Identifiers
Classification(s) listed under the UAVG identifier indicate
that no single majority rate prevailed for those
classifications; however, 100% of the data reported for the
classifications was union data. EXAMPLE: UAVG-OH-0010
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08/29/2014. UAVG indicates that the rate is a weighted union
average rate. OH indicates the state. The next number, 0010 in
the example, is an internal number used in producing the wage
determination. 08/29/2014 indicates the survey completion date
for the classifications and rates under that identifier.
A UAVG rate will be updated once a year, usually in January of
each year, to reflect a weighted average of the current
negotiated/CBA rate of the union locals from which the rate is
based.
State Adopted Rate Identifiers
Classifications listed under the ""SA"" identifier indicate that
the prevailing wage rate set by a state (or local) government
was adopted under 29 C.F.R �1.3(g)-(h). Example: SAME2023-007
01/03/2024. SA reflects that the rates are state adopted. ME
refers to the State of Maine. 2023 is the year during which the
state completed the survey on which the listed classifications
and rates are based. The next number, 007 in the example, is an
internal number used in producing the wage determination.
01/03/2024 reflects the date on which the classifications and
rates under the ?SA? identifier took effect under state law in
the state from which the rates were adopted.
----------------------------------------------------------------
WAGE DETERMINATION APPEALS PROCESS
1.) Has there been an initial decision in the matter? This can
be:
* an existing published wage determination
* a survey underlying a wage determination
* a Wage and Hour Division letter setting forth a position on
a wage determination matter
* a conformance (additional classification and rate) ruling
On survey related matters, initial contact, including requests
for summaries of surveys, should be with the Wage and Hour
National Office because National Office has responsibility for
the Davis-Bacon survey program. If the response from this
initial contact is not satisfactory, then the process described
in 2.) and 3.) should be followed.
With regard to any other matter not yet ripe for the formal
process described here, initial contact should be with the
Branch of Construction Wage Determinations. Write to:
Branch of Construction Wage Determinations
Wage and Hour Division
U.S. Department of Labor
200 Constitution Avenue, N.W.
Washington, DC 20210
2.) If the answer to the question in 1.) is yes, then an
interested party (those affected by the action) can request
review and reconsideration from the Wage and Hour Administrator
(See 29 CFR Part 1.8 and 29 CFR Part 7). Write to:
Wage and Hour Administrator
U.S. Department of Labor
200 Constitution Avenue, N.W.
Washington, DC 20210
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The request should be accompanied by a full statement of the
interested party's position and by any information (wage
payment data, project description, area practice material,
etc.) that the requestor considers relevant to the issue.
3.) If the decision of the Administrator is not favorable, an
interested party may appeal directly to the Administrative
Review Board (formerly the Wage Appeals Board). Write to:
Administrative Review Board
U.S. Department of Labor
200 Constitution Avenue, N.W.
Washington, DC 20210
4.) All decisions by the Administrative Review Board are final.
================================================================
END OF GENERAL DECISION"
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CUSTOMER PO TERMS ENTERED BY
South Lake Tahoe Tank Options Net 55 Days Brian VanWagner
L ITEMS DESCRIPTION QTY NET PRICE EXT PRICE
1 06000U2GX 6,000 Gallon Doublewall UL2085 Fireguard Tank 1 EA $49,015.00 $49,015.00
COMMENT:Return Policy: These items are non-returnable and non-refundable.
COMMENT:
6,000 Gal UL2085/STI Fireguard Saddle Mounted Storage Tank. 30yr Warranty
Tank Weight: 17,990 Lbs
Primary Dims: 96"D x 192"L
OA Dims: 102"W x 200"L x 118"T
Primary Fittings: 1ea 24" MW, 1ea 8" E-Vent Flange, 1ea 6" FPT, 2ea 4" FPT, 3ea 2" FPT
Secondary Fittings: 1ea 8" E-Vent Flange, 1ea 2" FPT
OSHA Style End Mount Ladder Painted same as tank
Exterior Coat for Above Tanks: SP6 Blast, 1ct Primer, 1ct White Aliphatic
2 245F-0800AV 8 Inch Flanged Lightweight Aluminum 8 Ounce Per Square Inch
Emergency Vent
2 EA $258.81 $517.62
3 12000U2GX 12,000 Gallon Doublewall Fireguard UL2085 Tank 1 EA $69,820.00 $69,820.00
COMMENT:
12,000 Gal UL2085/STI Fireguard Saddle Mounted Storage Tank. 30yr Warranty
Tank Weight: 31,010 Lbs
Primary Dims: 96"D x 390"L
OA Dims: 102"W x 397"L x 118"T
Primary Fittings: 1ea 24" MW, 1ea 8" E-Vent Flange, 1ea 6" FPT, 2ea 4" FPT, 3ea 2" FPT
Secondary Fittings: 1ea 8" E-Vent Flange, 1ea 2" FPT
OSHA Style End Mount Ladder Painted same as tank
Exterior Coat for Above Tanks: SP6 Blast, 1ct Primer, 1ct White Aliphatic
4 245F-0800AV 8 Inch Flanged Lightweight Aluminum 8 Ounce Per Square Inch
Emergency Vent
2 EA $258.81 $517.62
The items listed on this document are Source's interpretation of specifications and / or material lists provided.
Source neither assumes liability for errors or omissions, nor attests to the suitability of any product for a particular
purpose. Source explicitly disavows any engineering design or detailing responsibility. This document is solely
for items specifically listed herein and is not necessarily a complete listing of all materials required. Purchaser
should review this document and product data with a project engineer to assess specification compliance. This
quote reflects current pricing at the time the document is generated. Current pricing, sales tax, and freight are
valid for 10 days and subject to change to due vendor price increases and surcharges, which may occur without
notice up until the time of invoicing. Modifications are rejected unless signed by an Officer of Source.
For applicable terms and conditions please check our website www.sourcena.com/terms
For product warranty information, please check our website at www.sourcena.com/warranties
Sales Tax Subject to Change
Subtotal:$119,870.24
Freight:$6,590.00
Sales Tax:$10,488.65
Total:$136,948.89
X___________________________________________Date_______________________
Source North America
6633 NE 59th Place Bldg 6
Portland, OR 97218
Phone: 800-452-7437
Fax: 800-279-7885
SALES QUOTATION
ORDER:8158853
DATE:12/13/2023
EXPIRES:12/23/2023
ACCOUNT:409644
CONTACT:Joshua Diebert
PHONE:253-874-0555
PAGE:1 of 1
SOLD TO
Kennedy Jenks Consultants
32001 32nd Avenue South
Suite 100
Federal Way, WA 98001
SHIP TO
Kennedy Jenks Consultants
Lake Tahoe, CA 96150
CONTACT: (253-874-0555)
(joshuadiebert@kennedyjenks.com)
Wesco Distribution Inc.
1161 E Glendale Ave
WESCO QUOTATION Reno, NV 89431
AJ Willmer
This quotation constitutes an offer to sell which offer expressly limits acceptance to the terms of this offer accompanying this quotation. This
offer shall be firm for a period of fifteen (15) business days from the date of this offer. Subject to Buyer's credit worthiness, the return
of this form with a purchase order number or any other reasonable manner of acceptance will be sufficient to form an agreement on the terms
and conditions accompanying this quotation.
To:Date:10/16/24
Quote Number:
Attention:Project:
Item Quantity Catalog Number or Description Unit Price U/M Total Price Lead Time
Eaton 1 $72,073.00 ea 72,073.00$ Jul-25
Eaton 1 $189,160.00 ea 189,160.00$ 50 weeks
Eaton 1 $30,500.00 ea 30,500.00$
TOTAL:291,733.00$
5kV Manual Transfer Switch
Field Service / Startup for MTS & Xformer
Phone: (775) 530-1056
South Tahoe Public Utility District
Step Up Transformer
F.O.B. Point of Shipment. The prices stated in this offer, unless renewed automatically expire fifteen days from the date of this offer.
Buyer agrees that the acknowledgement and acceptance of this order will be governed by WESCO's terms & conditions
dated 011107 available at http://www.wesco.com/terms_and_conditions_of_sale.pdf, which are incorporated herein by
reference and made part hereof. Purchaser is responsible for all applicable taxes and delivery charges unless otherwise stated.
standard net30 from invoice date
freight allowed
contract # 091422-WES
Quoted in accordance with Sourcewell
Water Supply Well Backup PowerMark Seelos
500kVA 4160D to 480Y/277 Transformer
Reference Attached Submittals for Specs
OPTIONAL
3300 St. Rose Parkway │Henderson, NV 89052
Main (702) 649-8777 │ Fax (702) 639-5090
Page 1
Sourcewell Proposal
Sourcewell Contract #092222-CAT
Project Name: South Tahoe Public Utility District – 02/26/24
We are pleased to provide pricing per the following proposal and bill of materials.
The following documents were reviewed prior to completion and delivery of this proposal:
1. None.
CAT XQ570 Mobile Generator Set List Price: $482,716 SW Member Discount: $111,025 Net Priced Items: N/A Sourcewell Sale Price: $371,691
Services/Sourced Goods
Freight, Startup and Commissioning List Price: $8,056 SW Member Discount: $403 Sourcewell Services Total: $7,653
Sourcewell Total Price: $379,344
LEAD TIMES:
- SUBMITTALS 1-3 Weeks
- PRODUCTION –
o XQ570 Mobile Generator Set – 2 weeks after equipment release
Price includes freight to job site, start up, commissioning, site testing and owner training on equipment provided by Empire Southwest.
Also includes Standard Caterpillar parts and labor warranty on generator from date of startup.
This quote does not include additional testing, equipment or certifications in specifications/drawings not supplied to Empire
Southwest.
ALL PRICES UNLESS SPECIFICALLY NOTED ARE FOB SITE WITH OFFLOAD AND INSTALLATION BY OTHERS, PLUS ANY
APPLICABLE TAX.
NOT INCLUDED: CRANE TO OFFLOAD, INSTALLATION, FUEL, TAX.
Thank you for the opportunity to quote this equipment.
Sincerely,
Date May 15th, 2024
Quote Expires June 15th, 2024
Quote No. HM022624 - 31320276
Revision 01
Page 2
EMPIRE SOUTHWEST
Hisham Mannaa
EPG Sales Engineer
Cell: (725) 202-5982 | Email: hisham.mannaa@empire-cat.com
Page 3
Project Clarifications, Deviations, and Exceptions:
Empire Southwest takes general exception to specified products, services, and attachments which are proprietary to any
other manufacturer.
1. Full submittal will be issued for review and approval before equipment is released to order.
2. All installation provided by others.
3. All nameplates, infrared scanning and coordination study provided by others.
4. Anchoring provided by others.
5. Clarification – Maintenance contract cost will be provided upon installation and commissioning of equipment. A Product
Support Sales Representative will be chosen and will contact the end user for contract pricing.
TERMS AND CONDITIONS
Client acknowledges that this quotation is subject to price changes and availability of goods. Machine sales payments are due Net 10;
all others Net 30. Unless otherwise agreed in writing by an Executive of Empire Southwest, LLC (“Empire”), the purchase of goods or
services from Empire will be governed solely by Empire’s terms and conditions of sales and service (the “Sales and Service terms”),
which are available at www.Empire-cat.com/salesserviceterms, and the rental of equipment from Empire will be governed solely by
Empire’s rental terms and conditions (the “Rental Terms"), which are available at www.Empire-cat.com/rentalterms, or such other
successor websites at which Empire posts its Sales and Service terms and its Rental Terms (collectively, the “Terms”) from time to
time. A hard copy of the Terms is available upon written request to terms.conditions@Empire-cat.com. Empire’s Terms are hereby
incorporated by reference into this document. By purchasing goods or services from Empire, delivering equipment to Empire for
service, or renting equipment from Empire, you agree to be bound by Empire’s Terms exactly as written. Client is responsible for all
disassembly and reassembly charges. Because it is impossible to determine the extent of wear on internal components, additional
labor and parts may be required following disassembly.
BOARD AGENDA ITEM 7b
TO: Board of Directors
FROM: Brent Goligoski, Senior Engineer
MEETING DATE: December 5, 2024
ITEM – PROJECT NAME: CAD Design and Drafting Consulting Services
REQUESTED BOARD ACTION: 1) Approve the proposed Scope of Work from CAD
Designing Solutions for On-Call CAD Design and Drafting Services; and 2) Authorize the
General Manger to approve and sign Task Order No. 2 with CAD Designing Solutions, LLC
in an amount not to exceed $250,000.
DISCUSSION: On November 30, 2023, the District issued Task Order #1 to CAD Designing
Solutions, LLC (CDS) for CAD services which have been performed over the course of
2024. CDS completed the following CAD design and drafting assignments in 2024:
• Development of District CAD Standards Manual (First Edition)
• Development of CAD Standards and Templates for design consistency
• Final design drawings for 2024 Pioneer Trail Waterline (Larch to Ski Run)
• 90% design drawings for Washoan-Acoma PRV
• 90% design drawings for Lake Tahoe Blvd. Waterline Replacement
• 90% design drawings for Tahoe Mountain Waterline Replacement
• 20% design drawings for Glenwood-Rancho Waterline Replacement
Scope of Work:
CDS worked with District staff to develop a Scope of Services that will focus on the
design and drafting of bid plan sets for several upcoming CIP projects over the course of
one (1) year. Details for all tasks are provided in the attached Scope of Services,
including the Cost Proposal and Task Order duration.
The CIP project-specific designs and bid plan sets that are expected to be developed
by CDS over the next year include, but are not limited to:
• Tahoe Mountain Rd & Lake Tahoe Blvd Waterline Replacement
• Glenwood-Rancho Waterline Replacement
• Washoan PRV
• Park Ave Waterline Replacement
• Wildwood 3/5 Waterline and PRVs Replacement
• Gardner Mountain 2/4 Waterline Replacement
General Manager
Paul Hughes
Directors
Nick Haven
Shane Romsos
David Peterson
Kelly Sheehan
Nick Exline
Brent Goligoski
Page 2
December 5, 2024
• Jicarilla PRV
• Keller/Needle Peak #5 PRV
• PT/Marshall Trail PRV
• Tahoe Sierra 1 Waterline Replacement
• Bijou 4 Waterline Replacement
• Wildwood 1/2 Waterline Replacement
With Board approval, staff will prepare Task Order No. 2 to cover the work outlined in the
Scope of Work, to be executed by the General Manager.
SCHEDULE: January 1, 2025 through December 31, 2025
COSTS: $250,000
ACCOUNT NO: Various TBD
BUDGETED AMOUNT AVAILABLE: Work is associated with several different project budgets
ATTACHMENTS: Scope of Services
___________________________________________________________________________________
CONCURRENCE WITH REQUESTED ACTION: CATEGORY: Water/Sewer
GENERAL MANAGER: YES NO
CHIEF FINANCIAL OFFICER: YES NO
Type text here
CAD Designing Solutions, LLC
(714) 599-0397
SCOPE OF SERVICES FOR SOUTH TAHOE PUBLIC UTILITY DISTRICT
OVERVIEW
CAD Services shall be provided to the District on a full-time basis, as directed by the District. These
services shall include the development of plans for Capital Improvement Projects. These services
shall also include the development and maintenance of District Standards, District CAD Standards,
District Standard Drawings, District Templates, and CAD training to District StaƯ.
SCOPE
The Tasks to be performed under this Scope of Work include the following:
Task 1 – CIP Project-specific Water/Sewer Designs
Under the direction of the District’s Senior Engineer, or project manager, provide CAD design and
drafting services for linear water and sewer pipeline projects utilizing the current versions of
AutoCAD civil design and mapping software. It is anticipated that the District will provide survey
base map data and information required to determine the location and layout of the pipeline.
Provide plan, profile, and standard detail sheets as required on a per project basis. Coordinate
design reviews with District staƯ and incorporate design revisions to develop final bid set plans.
Prepare as-builts using CAD based software on redlines from the field.
Task 2 – CIP Project-specific PRV Designs
Under the direction of the District’s Senior Engineer, or project manager, provide CAD design and
drafting services for water pressure reducing valve (PRV) station projects. It is anticipated that the
District will provide survey base map data and information required to determine the location and
layout of the PRV stations. Provide plan, profile, cross-sections, details, and standard detail sheets
as required on a per project basis. Coordinate design reviews with District staƯ and incorporate
design revisions to develop final bid set plans. Prepare as-builts using CAD based software on
redlines from the field.
Task 3 – As-Needed CAD Support Services
Under the direction of the District’s Senior Engineer, develop and maintain CAD standard details for
construction. Coordinate standard details with District Engineering and Operations staƯ.
Maintain District’s CAD Standard Manual.
Maintain and Develop various CAD templates and standard title blocks for District projects
(pipeline, PRV stations, pump stations, etc.). Provide District templates and assistance to other
design consultants contracted by District for various CIP projects.
Provide as-needed CAD training for District staƯ. Including but not limited to standards, CAD
processes, procedures, and any other requested training needed by Engineering and Operation’s
staƯ.
Provide any other CAD-related services requested by the District during 2025.
Task Estimates
Estimated hours for each task are listed below and are billed at a rate of $125.00 per hour:
Task Description of Task Hours Budget
1 CIP Project-specific Water/Sewer Designs 1,500 $187,500
2 CIP Project-specific PRV Designs 300 $ 37,500
3 As-Needed CAD Support Services 200 $ 25,000
Total 2,000 $250,000
The above tasks are expected to include, but are not limited to, the following District CIP
Projects for 2025:
Tahoe Mountain Rd & Lake Tahoe Blvd Waterline Replacement, Glenwood-Rancho Waterline
Replacement, Washoan PRV, Park Ave Waterline Replacement, Wildwood 3/5 Waterline and PRVs
Replacement, Gardner Mountain 2/4 Waterline Replacement, Jicarilla PRV, Keller/Needle Peak #5
PRV, PT/Marshall Trail PRV, Tahoe Sierra 1 Waterline Replacement, Bijou 4 Waterline Replacement,
and Wildwood 1/2 Waterline Replacement.
Commencement of Services
Services shall begin on Wednesday, January 1, 2025. Services shall be per calendar year.
BOARD AGENDA ITEM 7c
TO: Board of Directors
FROM: Andrea Salazar, Chief Financial Officer
MEETING DATE: December 5, 2024
ITEM – PROJECT NAME: Wastewater Certificates of Participation (COP)
REQUESTED BOARD ACTION: Approve Resolution No. 3288-24, a 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 not to exceed
$22 Million maximum principal amount.
DISCUSSION: South Tahoe Public Utility District (STPUD) has identified the need for
obtaining tax-exempt financing, specifically COPs for several Wastewater projects
which do not qualify for State Revolving Fund Loans (specific projects identified on
Resolution 3271-24 adopted April 4, 2024). Staff has been working with California Special
Districts Associates (CSDA) Financing Group, Oppenheimer (Underwriter), Bartle Wells
(Financial Advisor) and Jones Hall (Bond Counsel) in preparation of these borrowings.
The attached resolution approves the documents described below.
Installment Sale Agreement. STPUD has entered into an Installment Sale Agreement with
CSDA Finance Corporation, consisting of a pledge of net wastewater system revenues;
covenants to maintain wastewater system rate and charges to provide debt service
coverage on the Certificates; and limitations on issuing future wastewater system debt.
The attached agreement is in substantially final form, with only final pricing details
needing completion.
Trust Agreement. STPUD, along with CSDA Finance Corporation and U.B. Bank Trust
Company, National Association has entered into a Trust Agreement in which US. Bank
Trust Company will act as the trustee who is responsible for managing the financial and
administrative aspects of the COP arrangement to ensure compliance with the terms of
the financing agreement and protection of the interests of the investors. The attached
agreement is in substantially final form, with only final pricing details needing
completion.
Certificate Purchase Agreement. The Certificates are to be sold to the underwriter on
General Manager
Paul Hughes
Directors
Nick Haven
Shane Romsos
David Peterson
Kelly Sheehan
Nick Exline
Andrea Salazar
Page 2
December 5, 2024
the closing date under a Certificate Purchase Agreement between the District and
Oppenheimer & Co. Inc., as underwriter. This agreement will set forth the final interest
rates and other terms of the Certificates and the terms under which the underwriter will
purchase them. The attached is in substantially final form, with only final pricing details
needing completion.
Preliminary Official Statement. The Preliminary Official Statement, which serves as an
initial disclosure document provided to potential investors during the offering of these
securities which include the purpose of financing, project descriptions, repayment
structure, legal and financial information risk factors and draft terms and conditions.
The Resolution approves the Preliminary Official Statement in substantially final form,
with only final pricing details needing completion, and authorizes the underwriter to
distribute the Preliminary Official Statement to potential investors. Following the pricing
of the Certificates, the Official Statement will be revised and finalized to include final
pricing information.
The Official Statement is the disclosure document required under federal securities laws
to be complete and not misleading in all material respects, and to contain all
information regarding the bonds, the District and the wastewater system that a
reasonable investor would view as material. The Preliminary Official Statement has
been reviewed and approved for transmittal to the Board by staff and the District’s
team of consultants but is being submitted to the Board for review and approval.
Approval of the resolution will authorize a staff member to execute a certificate to the
effect that the Preliminary Official Statement has been “deemed final,” which the
underwriter is required to have before offering to investors, but also to make any
changes to the document to ensure that it is materially accurate and complete.
District staff recommends approval of resolution 3288-24.
SCHEDULE: Anticipated closing date and receipt of funds - January 31, 2025
COSTS: N/A
ACCOUNT NO: N/A
BUDGETED AMOUNT AVAILABLE: N/A
ATTACHMENTS: Installment Sale Agreement, Trust Agreement, Certificate Purchase
Agreement, Preliminary Official Statement
___________________________________________________________________________________
CONCURRENCE WITH REQUESTED ACTION: CATEGORY: Sewer
GENERAL MANAGER: YES NO
CHIEF FINANCIAL OFFICER: YES NO Type text here
29072-48 10/31/2024
11/26/2024
INSTALLMENT SALE AGREEMENT
by and between
SOUTH TAHOE PUBLIC UTILITY DISTRICT
and
CSDA FINANCE CORPORATION
Dated as of January 1, 2025
Relating to
$______________
South Tahoe Public Utility District
2025 Wastewater Revenue Certificates of Participation
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TABLE OF CONTENTS
ARTICLE I
Definitions ; Rules of Interpretation
SECTION 1.1. Definitions ................................................................................................ 2
SECTION 1.2. Interpretation ........................................................................................... 2
ARTICLE II
Representations, Covenants and Warranties
SECTION 2.1. Representations, Covenants and Warranties of the District ................... 2
SECTION 2.2. Representations, Covenants and Warranties of Corporation .................. 4
ARTICLE III
Execution and Delivery of Certificates;
Application of Proceeds
SECTION 3.1. The Certificates. ...................................................................................... 6
SECTION 3.2. Deposit and Application of Funds. .......................................................... 6
SECTION 3.3. Acquisition and Construction of the Project. ........................................... 6
SECTION 3.4. Appointment of District as Agent ............................................................. 6
SECTION 3.5. Plans and Specifications ......................................................................... 6
SECTION 3.6. Certificate of Project Completion ............................................................. 7
ARTICLE IV
Sale of Project
Installment Payments
SECTION 4.1. Sale ......................................................................................................... 7
SECTION 4.2. Term ........................................................................................................ 7
SECTION 4.3. Title ......................................................................................................... 7
SECTION 4.4. Installment Payments .............................................................................. 7
SECTION 4.5. Pledge and Application of Net Revenues ................................................ 8
SECTION 4.6. Special Obligation of the District; Obligations Absolute .......................... 9
SECTION 4.7. Additional Payments ................................................................................ 10
ARTICLE V
Covenants of the District
SECTION 5.1. Disclaimer of Warranties ......................................................................... 11
SECTION 5.2. Release and Indemnification Covenants ................................................. 11
SECTION 5.3. Sale or Eminent Domain of Wastewater System .................................... 11
SECTION 5.4. Insurance ................................................................................................ 12
SECTION 5.5. Records and Accounts. ........................................................................... 12
SECTION 5.6. Rates and Charges ................................................................................. 12
SECTION 5.7. Issuance of Parity Obligations ................................................................. 13
SECTION 5.8. Superior and Subordinate Obligations .................................................... 14
SECTION 5.9. Operation of Wastewater System in Efficient and Economical
Manner ............................................................................................. 14
SECTION 5.10. Assignment and Amendment Hereof .................................................... 14
SECTION 5.11. Compliance with Parity Obligation Documents ..................................... 14
SECTION 5.12. Rate Stabilization Fund ......................................................................... 15
ARTICLE VI
Events of Default
SECTION 6.1. Events of Default Defined ........................................................................ 15
SECTION 6.2. Remedies on Default ............................................................................... 16
SECTION 6.3. No Remedy Exclusive ............................................................................. 17
SECTION 6.4. Agreement to Pay Attorneys’ Fees and Expenses .................................. 17
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SECTION 6.5. No Additional Waiver Implied by One Waiver ......................................... 17
SECTION 6.6. Trustee, Certificate Insurer and Certificate Owners to Exercise
Rights ............................................................................................... 17
ARTICLE VII
Prepayment of Installment Payments
SECTION 7.1. Security Deposit ...................................................................................... 18
SECTION 7.2. Optional Prepayment ............................................................................... 18
SECTION 7.3. Credit for Amounts on Deposit ................................................................ 18
ARTICLE VIII
Miscellaneous
SECTION 8.1. Further Assurances ................................................................................. 19
SECTION 8.2. Notices .................................................................................................... 19
SECTION 8.3. Governing Law ........................................................................................ 19
SECTION 8.4. Binding Effect .......................................................................................... 19
SECTION 8.5. Severability of Invalid Provisions ............................................................. 20
SECTION 8.6. [Reserved] ............................................................................................... 20
SECTION 8.7. Payment on Non-Business Days ............................................................. 20
SECTION 8.8. Execution of Counterparts ....................................................................... 20
SECTION 8.9. Waiver of Personal Liability ..................................................................... 20
SECTION 8.10. Trustee and Certificate Insurer as Third Party Beneficiaries ................. 20
APPENDIX A Description of the Project
APPENDIX B Schedule of Installment Payments
INSTALLMENT SALE AGREEMENT
This INSTALLMENT SALE AGREEMENT (this “Agreement”), dated as of January 1,
2025, is between the SOUTH TAHOE PUBLIC UTILITY DISTRICT, a public utility district duly
organized and existing under the Constitution and laws of the State of California, including
particularly Division 7 of the California Public Utilities Code (the “District”), as purchaser,
and the CSDA FINANCE CORPORATION, a nonprofit public benefit corporation organized
and existing under the laws of the State of California (the “Corporation”), as seller.
BACKGROUND:
1. The District owns and operates a public enterprise for the collection, storage,
treatment and disposal of wastewater within its service area (the “Wastewater System”).
2. The District is proceeding to finance certain capital improvement projects for
the Wastewater System known as ______________________, as specified in more detail
in Appendix A hereto (collectively, the “Project”).
3. The Corporation has been formed for the purpose of assisting public agencies
such as the District in the financing of public capital improvements, and in order to provide
funds to finance the Project, the Corporation has proposed to enter into this Agreement
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”).
4. The Installment Payments will be payable from and secured by a pledge of
and lien on the net revenues received by the District from the Wastewater System, on a
parity basis with the payments of debt service on outstanding Parity Obligations of the
District (as defined in the Trust Agreement).
5. For the purpose of obtaining the moneys required to finance the Project in
accordance with the terms of this Agreement, the Corporation, the District and U.S. Bank
Trust Company, National Association, as trustee (the “Trustee”), have entered into a Trust
Agreement dated as of January 1, 2025 (the “Trust Agreement”), under which the
Corporation has assigned and transferred certain of its rights under this Agreement to the
Trustee, and the Trustee has executed and delivered the Certificates (as defined in the
Trust Agreement), evidencing direct, undivided fractional interests in the Installment
Payments, the proceeds of which will be applied to finance the Project as provided herein
and in the Trust Agreement.
AGREEMENT:
In consideration of the above premises and of the mutual covenants hereinafter
contained and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:
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ARTICLE I
DEFINITIONS; RULES OF INTERPRETATION
SECTION 1.1. Definitions. Unless the context clearly otherwise requires or unless
otherwise defined herein, the capitalized terms used in this Agreement have the respective
meanings given them in Appendix A attached to the Trust Agreement.
SECTION 1.2. Interpretation.
(a) Unless the context otherwise indicates, words expressed in the singular
include the plural and vice versa and the use of the neuter, masculine, or feminine gender
is for convenience only and includes the neuter, masculine or feminine gender, as
appropriate.
(b) Headings of articles and sections herein and the table of contents hereof are
solely for convenience of reference, do not constitute a part hereof and do not affect the
meaning, construction or effect hereof.
(c) All references herein to “Articles,” “Sections” and other subdivisions are to
the corresponding Articles, Sections or subdivisions of this Agreement; the words “herein,”
“hereof,” “hereby,” “hereunder” and other words of similar import refer to this Agreement
as a whole and not to any particular Article, Section or subdivision hereof.
ARTICLE II
REPRESENTATIONS, COVENANTS AND
WARRANTIES
SECTION 2.1. Representations, Covenants and Warranties of the District. The
District represents, covenants and warrants to the Corporation as follows:
(a) Due Organization and Existence. The District is a public utility district
duly organized and existing under the Constitution and laws of the
State of California, including particularly Division 7 of the California
Public Utilities Code, has full legal right, power and authority under
said laws to enter into this Agreement and the Trust Agreement and
to carry out and consummate all transactions contemplated hereby
and thereby, and by proper action the Board of Directors of the District
has duly authorized the execution and delivery of this Agreement and
the Trust Agreement.
(b) Due Execution. The representatives of the District executing this
Agreement and the Trust Agreement are fully authorized to execute
the same.
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(c) Valid, Binding and Enforceable Obligations. This Agreement and the
Trust Agreement have been duly authorized, executed and delivered
by the District and constitute the legal, valid and binding agreements
of the District enforceable against the District in accordance with their
respective terms; except as the enforceability thereof may be subject
to bankruptcy, insolvency, reorganization, moratorium and other
similar laws affecting creditors’ rights heretofore or hereafter enacted
and except as such enforceability may be subject to the exercise of
judicial discretion in accordance with principles of equity.
(d) No Conflicts. The execution and delivery of this Agreement and the
Trust Agreement, the consummation of the transactions herein and
therein contemplated and the fulfillment of or compliance with the
terms and conditions hereof and thereof, do not and will not conflict
with or constitute a violation or breach of or default (with due notice
or the passage of time or both) under any applicable law or
administrative rule or regulation, or any applicable court or
administrative decree or order, or any indenture, mortgage, deed of
trust, lease, contract or other agreement or instrument to which the
District is a party or by which it or its properties are otherwise subject
or bound, or result in the creation or imposition of any prohibited lien,
charge or encumbrance of any nature whatsoever upon any of the
property or assets of the District, which conflict, violation, breach,
default, lien, charge or encumbrance would have consequences that
would materially adversely affect the consummation of the
transactions contemplated by this Agreement or the Trust Agreement
or the financial condition, assets, properties or operations of the
District, including but not limited to the performance of the District’s
obligations under this Agreement and the Trust Agreement.
(e) Consents and Approvals. No consent or approval of any trustee or
holder of any indebtedness of the District or of the voters of the
District, and no consent, permission, authorization, order or license
of, or filing or registration with, any governmental authority is
necessary in connection with the execution and delivery of this
Agreement or the Trust Agreement, or the consummation of any
transaction herein or therein contemplated, except as have been
obtained or made and as are in full force and effect.
(f) No Litigation. There is no action, suit, proceeding, inquiry or
investigation before or by any court or federal, state, municipal or
other governmental authority pending or, to the knowledge of the
District after reasonable investigation, threatened against or affecting
the District or the assets, properties or operations of the District
which, if determined adversely to the District or its interests, would
have a material and adverse effect upon the consummation of the
transactions contemplated by or the validity of this Agreement or the
Trust Agreement, or upon the financial condition, assets, properties
or operations of the District, and the District is not in default with
respect to any order or decree of any court or any order, regulation
or demand of any federal, state, municipal or other governmental
-4-
authority, which default might have consequences that would
materially adversely affect the consummation of the transactions
contemplated by this Agreement or the Trust Agreement, or the
financial conditions, assets, properties or operations of the District,
including but not limited to the payment and performance of the
District’s obligations under this Agreement and the Trust Agreement.
(g) No Senior Obligations. The District has not issued or incurred any
obligations which are currently outstanding that are secured by a
pledge of the Revenues or the Net Revenues on a basis that is senior
to the pledge of the Net Revenues to the Installment Payments
hereunder.
SECTION 2.2. Representations, Covenants and Warranties of the Corporation. The
Corporation represents, covenants and warrants to the District as follows:
(a) Due Organization and Existence. The Corporation is a nonprofit
public benefit corporation organized and existing under the laws of
the State of California, and has power to enter into this Agreement
and the Trust Agreement and to perform the duties and obligations
imposed on it hereunder and thereunder. The Board of Directors of
the Corporation has duly authorized the execution and delivery of this
Agreement and the Trust Agreement.
(b) Due Execution. The representatives of the Corporation executing this
Agreement and the Trust Agreement are fully authorized to execute
the same.
(c) Valid, Binding and Enforceable Obligations. This Agreement and the
Trust Agreement have been duly authorized, executed and delivered
by the Corporation and constitute the legal, valid and binding
agreements of the Corporation, enforceable against the Corporation
in accordance with their respective terms; except as the enforceability
thereof may be subject to bankruptcy, insolvency, reorganization,
moratorium and other similar laws affecting creditors’ rights
heretofore or hereafter enacted and except as such enforceability
may be subject to the exercise of judicial discretion in accordance
with principles of equity.
(d) No Conflicts. The execution and delivery hereof and of the Trust
Agreement, the consummation of the transactions herein and therein
contemplated and the fulfillment of or compliance with the terms and
conditions hereof and thereof, do not and will not conflict with or
constitute a violation or breach of or default (with due notice or the
passage of time or both) under any applicable law or administrative
rule or regulation, or any applicable court or administrative decree or
order, or any indenture, mortgage, deed of trust, lease, contract or
other agreement or instrument to which the Corporation is a party or
by which it or its properties are otherwise subject or bound, or result
in the creation or imposition of any prohibited lien, charge or
encumbrance of any nature whatsoever upon any of the property or
-5-
assets of the Corporation, which conflict, violation, breach, default,
lien, charge or encumbrance would have consequences that would
materially adversely affect the consummation of the transactions
contemplated hereby or by the Trust Agreement or the financial
condition, assets, properties or operations of the Corporation,
including but not limited to the performance of the Corporation’s
obligations under this Agreement and the Trust Agreement.
(e) Consents and Approvals. No consent or approval of any trustee or
holder of any indebtedness of the Corporation, and no consent,
permission, authorization, order or license of, or filing or registration
with, any governmental authority is necessary in connection with the
execution and delivery hereof or of the Trust Agreement, or the
consummation of any transaction herein or therein contemplated,
except as have been obtained or made and as are in full force and
effect.
(f) No Litigation. There is no action, suit, proceeding, inquiry or
investigation before or by any court or federal, state, municipal or
other governmental authority pending or, to the knowledge of the
Corporation after reasonable investigation, threatened against or
affecting the Corporation or the assets, properties or operations of
the Corporation which, if determined adversely to the Corporation or
its interests, would have a material and adverse effect upon the
consummation of the transactions contemplated by or the validity of
this Agreement or the Trust Agreement, or upon the financial
condition, assets, properties or operations of the Corporation, and the
Corporation is not in default with respect to any order or decree of
any court or any order, regulation or demand of any federal, state,
municipal or other governmental authority, which default might have
consequences that would materially adversely affect the
consummation of the transactions contemplated by this Agreement
or the Trust Agreement or the financial conditions, assets, properties
or operations of the Corporation, including but not limited to the
performance of the Corporation’s obligations hereunder and under
the Trust Agreement.
-6-
ARTICLE III
EXECUTION AND DELIVERY OF CERTIFICATES; APPLICATION
OF PROCEEDS; ACQUISITION AND CONSTRUCTION OF
PROJECTS
SECTION 3.1. The Certificates. The Corporation shall cause the Certificates to be
executed and delivered under the Trust Agreement in the aggregate principal amount of
$________________. The District hereby approves the Trust Agreement, the assignment
thereunder to the Trustee of certain rights of the Corporation, and the execution and
delivery of the Certificates.
SECTION 3.2. Deposit and Application of Funds. The Trustee shall deposit the
proceeds received by it from the sale of the Certificates to the Original Purchaser in the
respective funds and accounts, and in the respective amounts, as set forth in Section 3.01
of the Trust Agreement.
SECTION 3.3. Acquisition and Construction of the Project. The Corporation hereby
agrees with due diligence to supervise and provide for, or cause to be supervised and
provided for, the Acquisition and Construction of the Project in accordance with the plans
and specifications, purchase orders, construction contracts and other documents relating
thereto and approved by the District. All contracts for, and all work relating to, the
Acquisition and Construction of the Project are subject to all applicable provisions of law
relating to the acquisition and construction of public works by the District. The Corporation
expects that the Acquisition and Construction of the Project will be completed on or before
______________ 20__. If the Corporation fails to complete the Project by that date, such
failure will not constitute an Event of Default hereunder or a grounds for termination hereof,
nor shall will failure result in the diminution, abatement or extinguishment of the obligations
of the District hereunder to pay the Installment Payments when due hereunder.
SECTION 3.4. Appointment of District as Agent. The Corporation hereby appoints
the District as its agent to carry out all phases of the Acquisition and Construction of the
Project under and in accordance with the provisions hereof. The District hereby accepts
such appointment and assumes all rights, liabilities, duties and responsibilities of the
Corporation regarding the Acquisition and Construction of the Project. The District, as
agent of the Corporation hereunder, shall enter into, administer and enforce all purchase
orders or other contracts relating to the Acquisition and Construction of the Project. The
District shall pay the Project Costs from amounts held by it in the accounts within the
Construction Fund or other District funds in accordance with the provisions of this
Agreement and the provisions of the Trust Agreement.
SECTION 3.5. Plans and Specifications. The District has the right to specify the
exact scope, nature and identification of the Project and the respective components
thereof. Before any payment is made for the Project or any component thereof from
amounts on deposit in the accounts within the Construction Fund, the District must prepare
detailed plans and specifications relating thereto. The District may from time to time
amend any such plans and specifications, and may thereby change or modify the
description of the Project or any component thereof.
-7-
SECTION 3.6. Certificate of Project Completion. Upon the completion of the
Acquisition and Construction of the Project, but in any event not later than 30 days
following such completion, the District Representative shall execute and deliver to the
Corporation and the Trustee a written certificate of the District Representative which (a)
states that the Acquisition and Construction of the Project have been substantially
completed, (b) identifies the total Project Costs thereof, and (c) identifies the amounts, if
any, to be reserved in the accounts within the Construction Fund for payment of future
Project Costs.
ARTICLE IV
SALE OF PROJECT; INSTALLMENT PAYMENTS
SECTION 4.1. Sale. The Corporation hereby sells the Project to the District, and
the District hereby purchases the Project from the Corporation, upon the terms and
conditions set forth in this Agreement.
SECTION 4.2. Term. The Term of this Agreement commences on the Closing Date,
and ends on August 1, 20__, or such later or earlier date on which the Certificates cease
to be Outstanding under and within the meaning of the Trust Agreement.
SECTION 4.3. Title. Title to the Project, and each component thereof, shall be
deemed conveyed to and vested in the District immediately following the completion of the
Project as evidenced in accordance with Section 3.7. The Corporation and the District
shall execute, deliver and cause to be recorded any and all documents reasonably
required by the District to consummate such transfers of title.
SECTION 4.4. Installment Payments.
(a) Purchase Price of Project. The District hereby agrees to pay to the
Corporation, as the purchase price of the Project hereunder, the aggregate principal
amount of $_____________, together with interest (calculated on the basis of a 360-day
year of twelve 30-day months) on the unpaid principal balance thereof, payable in
semiannual Installment Payments in the respective amounts and on the respective
Interest Payment Dates specified in Appendix B hereto.
(b) Payment Provisions. The District shall deposit the Installment Payments with
the Trustee, as assignee of the Corporation under the Trust Agreement, on the Installment
Payment Date preceding each Interest Payment Date, in an amount which, together with
amounts then held by the Trustee in the Installment Payment Fund, is equal to the full
amount of the Installment Payment coming due and payable on that Interest Payment
Date. The Installment Payments will be secured by and payable solely from the sources
specified in Section 4.5.
(c) Effect of Prepayment. If the District prepays all remaining Installment
Payments in full under Sections 7.2 or 7.3, the District’s obligations under this Agreement
shall thereupon cease and terminate, including but not limited to the District’s obligation
to pay Installment Payments under this Section 4.4; except that the District’s obligations
to compensate and indemnify the Trustee under Sections 4.7 and 5.2 shall survive such
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prepayment. If the District prepays the Installment Payments in part but not in whole under
Sections 7.2 or 7.3, the principal component of each succeeding Installment Payment will
be reduced as provided in such Sections, and the interest component of each remaining
Installment Payment will be reduced by the aggregate corresponding amount of interest
which would otherwise be payable with respect to the Certificates thereby prepaid under
the applicable provisions of Section 4.01 of the Trust Agreement.
(d) Rate on Overdue Payments. If the District fails to make any of the payments
required in this Section 4.4 or Section 4.7, the payment in default shall continue as an
obligation of the District until the amount in default has been fully paid, and the District
agrees to pay the same with interest thereon, from the date of default to the date of
payment, at the Overdue Rate.
(e) Assignment. The District understands and agrees that certain rights of the
Corporation, including but not limited to the right of the Corporation to receive payment of
the Installment Payments, have been assigned by the Corporation to the Trustee in trust
under the Trust Agreement, for the benefit of the Owners of the Certificates, and the
District hereby consents to such assignment. The Corporation hereby directs the District,
and the District hereby agrees, to pay to the Trustee at its Trust Office, all payments
payable by the District under this Section 4.4 and all amounts payable by the District under
Article VII.
SECTION 4.5. Pledge and Application of Net Revenues.
(a) Pledge and Assignment of Net Revenues. All of the Net Revenues, and all
moneys on deposit in any of the funds and accounts established and held by the Trustee
under the Trust Agreement, are hereby irrevocably pledged to the punctual payment of
the Installment Payments. Such pledge constitutes a lien on and security interest in the
Net Revenues and such other moneys for the payment of the Installment Payments in
accordance with the terms hereof. Such pledge and lien on, and security interest in, the
Net Revenues shall be on a parity with the pledge, lien and security interest which secures
any Parity Obligations.
(b) Receipt, Deposit and Application of Revenues and Net Revenues.
(i) Wastewater Fund; Revenues. The District has previously established
the Wastewater Fund, which it will continue to hold and maintain for the purposes
and uses set forth herein. The District shall deposit all Revenues in the
Wastewater Fund promptly upon the receipt thereof, and shall apply amounts in
the Wastewater Fund solely for the uses and purposes set forth herein and
purposes set forth in the Parity Obligation Documents.
(ii) Payments from Net Revenues. In addition to withdrawals required to
pay principal of and interest on the outstanding Parity Obligations when due, the
District shall withdraw amounts on deposit in the Wastewater Fund and apply such
amounts at the times and for the purposes, and in the priority, as follows:
(A) Payment of Installment Payments and Parity Obligations.
On or before each Installment Payment Date, the District
shall withdraw from the Wastewater Fund and transfer to the
Trustee for deposit in the Installment Payment Fund an
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amount of Net Revenues which, together with the balance
then on deposit in the Installment Payment Fund, is equal to
the aggregate amount of the Installment Payment coming
due and payable on the next succeeding Interest Payment
Date. In addition, the District shall withdraw from the
Wastewater Fund and pay the principal of and interest on
any Parity Obligations from Net Revenues, without
preference or priority among the Installment Payments and
Parity Obligations. If the amount of Net Revenues on
deposit in the Wastewater Fund is at any time insufficient to
enable the District to pay when due the Installment
Payments and the principal of and interest on the Parity
Obligations, such payments shall be made on a pro rata
basis.
(B) Reserved.
(iii) Other Permitted Uses of Net Revenues. The District shall manage,
conserve and apply moneys in the Wastewater Fund in such a manner that all
deposits required to be made under this Section and under the Parity Obligation
Documents will be made at the times and in the amounts so required. Subject to
the foregoing sentence, so long as no Event of Default has occurred and is
continuing, the District may at any time use and apply moneys in the Wastewater
Fund for any one or more of the following purposes:
(A) the payment of the Operation and Maintenance Costs of the
Wastewater System,
(B) the acquisition and construction of extensions and
betterments to the Wastewater System;
(C) the prepayment of any of the Certificates or redemption of
any Parity Obligations that are then subject to redemption
or the purchase thereof from time to time in the open market,
at prices and in such manner, either at public or private sale,
or otherwise, as the District in its discretion may determine;
or
(D) any other lawful purpose of the District relating to the
Wastewater System.
SECTION 4.6. Special Obligation of the District; Obligations Absolute. The District’s
obligation to pay the Installment Payments and any other amounts coming due and
payable hereunder are a special obligation of the District limited solely to the Net
Revenues and the other amounts pledged under this Agreement. Under no circumstances
is the District required to advance moneys derived from any source of income other than
the Net Revenues and other sources specifically identified herein for the payment of the
Installment Payments and such other amounts, nor are any other funds or property of the
District be liable for the payment of the Installment Payments and any other amounts
coming due and payable hereunder.
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The obligations of the District to make the Installment Payments from the Net
Revenues and to perform and observe the other agreements contained herein are
absolute and unconditional and are not subject to any defense or any right of set-off,
counterclaim or recoupment arising out of any breach by the Corporation or the Trustee
of any obligation to the District or otherwise with respect to the Wastewater System,
whether hereunder or otherwise, or out of indebtedness or liability at any time owing to
the District by the Corporation or the Trustee. Until such time as all of the Installment
Payments, all of the Additional Payments and all other amounts coming due and payable
hereunder have been fully paid or prepaid, the District (a) will not suspend or discontinue
payment of any Installment Payments, Additional Payments or such other amounts, (b)
will perform and observe all other agreements contained in this Agreement, and (c) will
not terminate this Agreement for any cause, including, without limiting the generality of the
foregoing, the occurrence of any acts or circumstances that may constitute failure of
consideration, eviction or constructive eviction, destruction of or damage to the
Wastewater System, sale of the Wastewater System, the taking by eminent domain of title
to or temporary use of any component of the Wastewater System, commercial frustration
of purpose, any change in the laws of the United States of America or the State of
California or any political subdivision of either thereof or any failure of the Corporation or
the Trustee to perform and observe any agreement, whether express or implied, or any
duty, liability or obligation arising out of or connected with the Trust Agreement or this
Agreement.
Nothing contained in this Section shall release the Corporation from the
performance of any of its agreements contained herein or in the Trust Agreement. If the
Corporation fails to perform any such agreements, the District may institute such action
against the Corporation as the District deems necessary to compel performance so long
as such action does not abrogate the obligations of the District contained in the preceding
paragraph. The District may, however, at the District’s own cost and expense and in the
District’s own name or in the name of the Corporation prosecute or defend any action or
proceeding or take any other action involving third persons which the District deems
reasonably necessary in order to secure or protect the District’s rights hereunder, and in
such event the Corporation will cooperate fully with the District and take such action
necessary to effect the substitution of the District for the Corporation in such action or
proceeding if the District shall so request.
SECTION 4.7. Additional Payments. In addition to the Installment Payments, the
District shall pay when due the following amounts to the following parties:
(a) to the Corporation, all costs and expenses incurred by the
Corporation to comply with the provisions of this Agreement and the
Trust Agreement; and
(b) to the Trustee upon request therefor, all of its costs and expenses
payable as a result of the performance of and compliance with its
duties hereunder or under the Trust Agreement or any related
documents;
(c) to the Corporation and the Trustee, all amounts required to indemnify
the Corporation and the Trustee under Section 5.2 hereof and under
Section 10.03 of the Trust Agreement; and
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(d) all costs and expenses of auditors, engineers and accountants of the
District related to the Project.
Subject to the provisions of Section 7.03 of the Trust Agreement, the Additional
Payments shall be payable from, but are not secured by a pledge or lien upon, the Net
Revenues. The rights of the Trustee and the Corporation under this Section, and the
obligations of the District under this Section, shall survive the termination of this
Agreement.
ARTICLE V
COVENANTS OF THE DISTRICT
SECTION 5.1. Disclaimer of Warranties. The Corporation makes no warranty or
representation, either express or implied, as to the value, design, condition,
merchantability or fitness for any particular purpose or fitness for the use contemplated by
the District of the Project or any component thereof, or any other representation or
warranty with respect to any of the Project or any component thereof. In no event shall
the Corporation be liable for incidental, indirect, special or consequential damages, in
connection with or arising out of this Agreement or the Trust Agreement for the existence,
furnishing, functioning or use of the Project.
SECTION 5.2. Release and Indemnification Covenants. The District shall indemnify
the Corporation and the Trustee, and their respective officers, agents, successors and
assigns, against all claims, losses and damages, including legal fees and expenses,
arising out of (a) the use, maintenance, condition or management of, or from any work or
thing done on or about the Wastewater System by the District, (b) any breach or default
on the part of the District in the performance of any of its obligations under this Agreement
or the Trust Agreement, (c) any act or omission of the District or of any of its agents,
contractors, servants, employees or licensees with respect to the Wastewater System, or
(d) any act or omission of any lessee of the District with respect to the Wastewater System.
No indemnification is made under this Section 5.2 or elsewhere in this Agreement for willful
misconduct or negligence under this Agreement by the Corporation or the Trustee, or their
respective officers, agents, employees, successors or assigns. The provisions of this
Section 5.2 shall survive the expiration of the Term of this Agreement.
SECTION 5.3. Sale or Eminent Domain of Wastewater System.
(a) Except as provided herein, the District covenants that the Wastewater System
will not be encumbered, sold, leased, pledged, any charge placed thereon, or otherwise
disposed of, as a whole or substantially as a whole if such encumbrance, sale, lease,
pledge, charge or other disposition would materially impair the ability of the District to pay
the Installment Payments or the principal of or interest on Parity Obligations, or would
materially adversely affect its ability to comply with the terms of this Agreement or the
Parity Obligation Documents.
The District may not enter into any agreement that impairs the operation of the
Wastewater System or any part of it necessary to secure adequate Net Revenues to pay
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the Installment Payments and the Parity Obligations, or which otherwise would impair the
rights of the Certificate Owners with respect to the Net Revenues.
If any substantial part of the Wastewater System is sold, the payment therefor must
either (i) be used for the acquisition or construction of improvements and extensions or
replacement facilities of the Wastewater System, or (ii) be applied to prepay the
Certificates or any Parity Obligations in accordance with this Agreement and the Parity
Obligation Documents, respectively.
(b) Any amounts received as awards as a result of the taking of all or any part of
the Wastewater System by the lawful exercise of eminent domain, if and to the extent that
such right can be exercised against such property of the District, must either (i) be used
for the acquisition or construction of improvements and extension of the Wastewater
System, or (i) be applied to prepay the Certificates or any Parity Obligations in accordance
with the Trust Agreement and the Parity Obligation Documents, respectively.
SECTION 5.4. Insurance. The District will at all times maintain with responsible
insurers all such insurance on the Wastewater System as is customarily maintained with
respect to works and properties of like character against accident to, loss of or damage to
the Wastewater System. If any useful part of the Wastewater System is damaged or
destroyed, such part must be restored to usable condition.
All amounts collected from insurance against accident to or destruction of any
portion of the Wastewater System shall be used to repair or rebuild such damaged or
destroyed portion of the Wastewater System, and to the extent not so applied, shall (i) be
used for the acquisition or construction of improvements and extensions or replacement
facilities of the Wastewater System, or (ii) be applied to prepay the Certificates or any
Parity Obligations in accordance with the Trust Agreement and the Parity Obligation
Documents, respectively.
The District shall also maintain, with responsible insurers, workers’ compensation
insurance and insurance against public liability and property damage to the extent
reasonably necessary to protect the District, the Trustee and the Owners of the
Certificates.
SECTION 5.5. Records and Accounts. The District will keep proper books of record
and accounts of the Wastewater System, separate from all other records and accounts, in
which complete and correct entries shall be made of all transactions relating to the
Wastewater System. Said books shall, upon reasonable request, be subject to the
inspection of the Trustee (who shall have no duty to inspect) and the Owners of not less
than 10% of the Outstanding Certificates or their representatives authorized in writing.
The District will cause the books and accounts of the Wastewater System to be
audited annually by an Independent Accountant and will make available for inspection by
the Certificate Owners at the Office of the Trustee, upon reasonable request, a copy of
the report of such Independent Accountant. The District will furnish a copy of such
statements, upon reasonable request, to the Trustee (who shall have no duty to inspect)
and any Certificate Owner.
SECTION 5.6. Rates and Charges.
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(a) Covenant Regarding Revenues. The District shall fix, prescribe, revise and
collect rates, fees and charges for the services and facilities furnished by the Wastewater
System during each Fiscal Year that are at least sufficient, when added to property taxes
allocated to the Wastewater System and other revenues estimated to be received by the
District during such Fiscal Year, after making allowances for contingencies and errors in
the estimates, to yield Revenues sufficient to pay the following amounts in the following
order of priority for each Fiscal Year:
(i) all Operation and Maintenance Costs estimated by the District to become
due and payable in such Fiscal Year;
(ii) the principal of and interest on all outstanding Certificates and Parity
Obligations, as they become due and payable during the Fiscal Year, without
preference or priority;
(iii) all amounts, if any, required to restore the balance in any reserve funds
established for any Parity Obligations to their required levels; and
(iv) all payments, including, but not limited to, payments required to meet any
other obligations of the District that are charges, liens, encumbrances upon,
or which are otherwise payable from, the Revenues or the Net Revenues
during such Fiscal Year.
(b) Covenant Regarding Net Revenues. In addition to the covenant set forth in
the preceding subsection (a), the District shall fix, prescribe, revise and collect rates, fees
and charges for the services and facilities furnished by the Wastewater System during
each Fiscal Year that are sufficient to yield Net Revenues that are at least equal to 120%
of the principal of and interest on all outstanding Certificates and Parity Obligations, as
they become due and payable during the Fiscal Year, without preference or priority.
For purposes of this section, the amount of Net Revenues for a Fiscal Year will be
computed on the basis that (i) any transfers from the Rate Stabilization Fund into the
Wastewater Fund in such Fiscal Year are included in the calculation of Net Revenues, as
provided in Section 5.12, and (ii) any transfers from the Wastewater Fund into the Rate
Stabilization Fund in such Fiscal Year are deducted from the amount of Net Revenues to
the extent such deposits are made from Revenues received by the District during that
Fiscal Year.
However, if the actual collection of Net Revenues based on such rates, fees and
charges is insufficient to yield Net Revenues that meet such requirement, such event shall
not constitute an Event of Default unless it has continued uncured for a period of at least
12 months.
SECTION 5.7. Issuance of Parity Obligations. The District may issue or incur
additional Parity Obligations from time to time in such principal amount as it determines,
subject to the following conditions precedent:
(a) No Event of Default (or no event with respect to which notice has
been given and which, once all notice of grace periods have passed,
would constitute an Event of Default) has occurred and is continuing.
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(b) The Net Revenues, calculated in accordance with sound accounting
principles, as shown by the books of the District for the most recent
Fiscal Year for which audited financial statements of the District are
available, or for any more recent consecutive 12 month period
selected by the District, in either case verified by an Independent
Accountant or a Financial Consultant or shown in the audited financial
statements of the District, plus (at the option of the District) any
Additional Revenues, less any transfers made to the Wastewater
Fund from a Rate Stabilization Fund during such consecutive 12
month period, at least equal 120% of the maximum amount of Debt
Service for the current or any future Fiscal Year on the Bonds, all
outstanding Parity Debt, and the Parity Debt then proposed to be
issued. For purposes of the foregoing calculation, with respect to any
Parity Obligation 25% or more of the principal or other face amount
of which matures or becomes due on the same date or within a 12-
month period (with mandatory sinking fund payments deemed to be
payments of matured principal), that portion of such Parity Obligation
which matures or becomes due on such date or within such 12-month
period shall be treated as if it were to be amortized in substantially
equal annual installments during the term of 20 years from the date
of calculation.
(c) The District shall provide a written certificate to the Trustee certifying
that the conditions set forth in this Section have been satisfied.
SECTION 5.8. Superior and Subordinate Obligations. The District shall not issue
or incur any additional bonds or other obligations having any priority in payment of
principal or interest out of the Revenues or the Net Revenues over the Installment
Payments.
Nothing herein limits or affects the ability of the District to issue or incur (a) Parity
Obligations under Section 5.7, or (b) obligations that are either unsecured or secured by
an interest in the Net Revenues that is junior and subordinate to the pledge of and lien
upon the Net Revenues established hereunder.
SECTION 5.9. Operation of Wastewater System in Efficient and Economical
Manner. The District covenants and agrees to operate the Wastewater System in an
efficient and economical manner and to operate, maintain and preserve the Wastewater
System in good repair and working order.
SECTION 5.10. Assignment and Amendment Hereof. This Agreement may not be
assigned by the District in whole or in part. This Agreement may be amended by the
District and the Corporation, but only (a) for the purpose of providing for the issuance of
Parity Obligations under Section 5.8, or (b) otherwise under the circumstances and to the
extent permitted under Sections 8.01 or 8.02 of the Trust Agreement.
SECTION 5.11. Compliance with Parity Obligation Documents. The District will
observe and perform all of the covenants, agreements and conditions on its part required
to be observed and performed under the Parity Obligation Documents. The District will
not take or omit to take any action within its control which would, or which if not corrected
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with the passage of time would, constitute an event of default under and within the
meaning of any Parity Obligation Documents.
SECTION 5.12. Rate Stabilization Fund. The District may establish a fund to be
held by it and administered in accordance with this Section for the purpose of stabilizing
the rates and charges imposed by the District with respect to the Wastewater System.
From time to time the District may deposit amounts in the Rate Stabilization Fund, from
any source of legally available funds, including but not limited to Net Revenues which are
released from the pledge and lien that secures the Certificates and any Parity Obligations,
as the District may determine. Such deposits for any Fiscal Year may be made until (but
not after) 8 months following the end of such Fiscal Year.
The District may, but is not required to, withdraw from any amounts on deposit in
the Rate Stabilization Fund and deposit such amounts in the Wastewater Fund in any
Fiscal Year for the purpose of paying principle of and interest with respect to the
Certificates and any Parity Obligations coming due and payable in such Fiscal Year;
provided that withdrawal and deposit for any Fiscal Year may be made until (but not after)
8 months following the end of that Fiscal Year. Amounts so transferred from the Rate
Stabilization Fund to the Wastewater Fund shall constitute Revenues for such Fiscal Year
(except as otherwise provided herein), and shall be applied for the purposes of the
Wastewater Fund.
Amounts on deposit in the Rate Stabilization Fund shall not be pledged to or
otherwise secure the Certificates or any Parity Obligations. The District has the right at
any time to withdraw any or all amounts on deposit in the Rate Stabilization Fund and
apply such amounts for any lawful purposes of the District relating to the Wastewater
System.
ARTICLE VI
EVENTS OF DEFAULT
SECTION 6.1. Events of Default Defined. The following events constitute Events
of Default hereunder:
(a) Failure by the District to pay any Installment Payment when due and
payable hereunder.
(b) Failure by the District to pay any Additional Payment when due and
payable hereunder, and the continuation of such failure for a period
of 60 days.
(c) Failure by the District to observe and perform any covenant, condition
or agreement on its part to be observed or performed, other than as
referred to in the preceding clauses (a) or (b), for a period of 60 days
after written notice specifying such failure and requesting that it be
remedied has been given to the District by the Corporation or the
Trustee; provided, however, that if the District notifies the Corporation
and the Trustee that in its reasonable opinion the failure stated in the
notice can be corrected, but not within such 60-day period, such
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failure will not constitute an Event of Default if the District commences
to cure such failure within such 60-day period and thereafter diligently
and in good faith cures such failure in a reasonable period of time,
such period of time not to exceed 180 days after the delivery date of
such notice of failure.
(d) The filing by the District of a voluntary petition in bankruptcy, or failure
by the District promptly to lift any execution, garnishment or
attachment, or adjudication of the District as a bankrupt, or
assignment by the District for the benefit of creditors, or the entry by
the District into an agreement of composition with creditors, or the
approval by a court of competent jurisdiction of a petition applicable
to the District in any proceedings instituted under the provisions of
the Federal Bankruptcy Code, as amended, or under any similar acts
which may hereafter be enacted.
(e) The occurrence of any event which constitutes a default under any
Parity Obligation, it being understood that the Installment Payments
are payable on a parity basis with the payment of the Parity
Obligations for all purposes and at all times, including following an
Event of Default or a default under any Parity Obligation.
SECTION 6.2. Remedies on Default. Whenever any Event of Default has happened
and is continuing, the Trustee as assignee of the Corporation has the right, at its option
and without any further demand or notice, to take any one or more of the following actions:
(a) Acceleration. Declare all principal components of the unpaid
Installment Payments, together with accrued interest thereon at the
Overdue Rate from the immediately preceding Interest Payment Date
on which payment was made, to be immediately due and payable,
whereupon the same shall immediately become due and payable.
Notwithstanding the foregoing provisions of this subsection (a),
however, if, at any time after the principal components of the unpaid
Installment Payments have been so declared due and payable, and
before any judgment or decree for the payment of the moneys due
has been obtained or entered, the District deposits with the Trustee
a sum sufficient to pay all principal components of the Installment
Payments coming due prior to such declaration and all matured
interest components (if any) of the Installment Payments, with interest
on such overdue principal and interest components calculated at the
Overdue Rate, and the reasonable fees and expenses of the Trustee
(including any fees and expenses of its attorneys), and any and all
other defaults known to the Trustee (other than in the payment of the
principal and interest components of the Installment Payments due
and payable solely by reason of such declaration) have been made
good, then, and in every such case, the Trustee shall rescind and
annul such declaration and its consequences. However, no such
rescission and annulment extends to or affects any subsequent
default, or impairs or exhausts any right or power consequent
thereon. As provided in Section 6.6, the Trustee is required to
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exercise the remedies provided herein in accordance with the Trust
Agreement.
(b) Action at Law or in Equity. Take whatever action at law or in equity
may appear necessary or desirable to collect the Installment
Payments then due or thereafter to become due during the Term of
this Agreement, or enforce performance and observance of any
obligation, agreement or covenant of the District under this
Agreement.
(c) Appointment of Receiver. As a matter of right, in connection with the
filing of a suit or other commencement of judicial proceedings to
enforce the rights of the Trustee and the Certificate Owners
hereunder, cause the appointment of a receiver or receivers of the
Revenues and other amounts pledged hereunder, with such powers
as the court making such appointment shall confer.
SECTION 6.3. No Remedy Exclusive. No remedy herein conferred upon or
reserved to the Corporation is intended to be exclusive, and every such remedy shall be
cumulative and shall be in addition to every other remedy given under this Agreement or
now or hereafter existing at law or in equity. No delay or omission to exercise any right or
power accruing upon any default shall impair any such right or power or shall be construed
to be a waiver thereof, but any such right and power may be exercised from time to time
and as often as may be deemed expedient. In order to entitle the Corporation to exercise
any remedy reserved to it in this Article VI, it is not necessary to give any notice, other
than such notice as may be required in this Article VI or by law.
SECTION 6.4. Agreement to Pay Attorneys’ Fees and Expenses. If either party to
this Agreement defaults under any of the provisions hereof and the nondefaulting party,
the Trustee or the Owner of any Certificates employs attorneys or incurs other expenses
for the collection of moneys or the enforcement or performance or observance of any
obligation or agreement on the part of the defaulting party herein contained, the defaulting
party agrees that it will on demand therefor pay to the nondefaulting party, the Trustee or
such Owner, as the case may be, the reasonable fees of such attorneys and such other
expenses so incurred. The provisions of this Section 6.4 shall survive the expiration of
the Term of this Agreement.
SECTION 6.5. No Additional Waiver Implied by One Waiver. If the District or the
Trustee breaches any agreement contained in this Agreement and thereafter the other
party waives the breach, the waiver shall be limited to the particular breach so waived and
shall not be deemed to waive any other breach hereunder.
SECTION 6.6. Trustee and Certificate Owners to Exercise Rights. Such rights and
remedies as are given to the Corporation under this Article VI have been assigned by the
Corporation to the Trustee under the Trust Agreement, to which assignment the District
hereby consents. Such rights and remedies shall be exercised by the Trustee and the
Owners of the Certificates as provided in the Trust Agreement.
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ARTICLE VII
PREPAYMENT OF INSTALLMENT PAYMENTS
SECTION 7.1. Security Deposit. Notwithstanding any other provision of this
Agreement, the District may on any date secure the payment of Installment Payments, in
whole or in part, by irrevocably depositing with the Trustee an amount of cash which,
together with other available amounts, is either
(a) sufficient to pay all such Installment Payments, including the principal
and interest components thereof, when due under Section 4.4(a), or
(b) invested in whole or in part in non-callable Federal Securities in such
amount as will, in the opinion of an Independent Certified Public
Accountant, together with interest to accrue thereon and together with
any cash which is so deposited, be fully sufficient to pay all such
Installment Payments when due under Section 4.4(a).
If a security deposit is posted under this Section for the payment of all remaining
Installment Payments, all obligations of the District hereunder, and the pledge of Net
Revenues and all other security provided by this Agreement for said obligations, shall
cease and terminate, excepting only the obligation of the District to make, or cause to be
made, all Installment Payments from such security deposit. Said security deposit shall be
deemed to be and shall constitute a special fund for the payment of such Installment
Payments in accordance with the provisions hereof.
SECTION 7.2. Optional Prepayment. The District is hereby granted an option to
prepay the principal components of the Installment Payments in whole or in part on any
date on or after August 1, 20__. This prepayment option shall be exercised by payment
of a prepayment price equal to the sum of (i) the aggregate principal components of the
Installment Payments to be prepaid, (ii) the interest component of the Installment Payment
required to be paid on or accrued to such date, and (iii) the premium (if any) then required
to be paid upon the corresponding prepayment of the applicable Certificates pursuant to
Section 4.01 of the Trust Agreement. Such prepayment price shall be deposited by the
Trustee in the Installment Payment Fund to be applied to the prepayment of Certificates
pursuant to Section 4.01 of the Trust Agreement. If the District prepays the Installment
Payments in part but not in whole, the principal components thereof shall be prepaid
among such maturities and in such integral multiples of $5,000 as the District designates
in written notice to the Trustee, and if the District fails to designate, by lot, within a maturity.
The District shall give the Trustee written notice of its intention to exercise its option not
less than 30 days in advance of the date of exercise, or such shorter period of time as
may be agreed to by the Trustee.
SECTION 7.3. Credit for Amounts on Deposit. In the event of prepayment of the
Installment Payments in full under Section 7.2, such that the Trust Agreement is
discharged by its terms as a result of such prepayment, and upon payment in full of all
Additional Payments and other amounts then due and payable hereunder, all available
amounts then on deposit in the funds and accounts established under the Trust
Agreement shall be credited towards the amounts then required to be so prepaid.
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ARTICLE VIII
MISCELLANEOUS
SECTION 8.1. Further Assurances. The District agrees that it will execute and
deliver any and all such further agreements, instruments, financing statements or other
assurances as may be reasonably necessary or requested by the Corporation or the
Trustee to carry out the intention or to facilitate the performance of this Agreement,
including, without limitation, to perfect and continue the security interests herein intended
to be created.
SECTION 8.2. Notices. Any notice, request, complaint, demand or other
communication hereunder shall be given by first class mail or personal delivery to the party
entitled thereto at its address set forth below, or by electronic mail or other form of
telecommunication, at its number or electronic mail address set forth below. Notice shall
be effective either (a) upon transmission by electronic mail or other form of
telecommunication, (b) upon actual receipt after deposit in the United States mail, postage
prepaid, or (c) in the case of personal delivery to any person, upon actual receipt. the
District, the Corporation or the Trustee may, by written notice to the other parties, from
time to time modify the address or number to which communications are to be given
hereunder.
If to the District: South Tahoe Public Utility District
1275 Meadow Crest Drive
South Lake Tahoe, California 96150-7401
Attention: Chief Financial Officer
Email: info@stpud.us
If to the Corporation: CSDA Finance Corporation
c/o California Special Districts Association
1112 I Street, Suite 200
Sacramento, CA 95814
Attention: Chief Executive Officer
Email: _____________________
If to the Trustee: U.S. Bank Trust Company, National Association
1 California Street, Suite 1000
San Francisco, CA 94111
Attention: Corporate Trust Department
Email: _______________________
SECTION 8.3. Governing Law. This Agreement shall be construed in accordance
with and governed by the laws of the State of California.
SECTION 8.4. Binding Effect. This Agreement inures to the benefit of and shall be
binding upon the Corporation, the District and their respective successors and assigns,
subject, however, to the limitations contained herein.
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SECTION 8.5. Severability of Invalid Provisions. If any one or more of the
provisions contained in this Agreement are for any reason held to be invalid, illegal or
unenforceable in any respect, then such provision or provisions shall be deemed
severable from the remaining provisions contained in this Agreement and such invalidity,
illegality or unenforceability shall not affect any other provision of this Agreement, and this
Agreement shall be construed as if such invalid or illegal or unenforceable provision had
never been contained herein. The Corporation and the District each hereby declares that
it would have entered into this Agreement and each and every other Section, paragraph,
sentence, clause or phrase hereof irrespective of the fact that any one or more Sections,
paragraphs, sentences, clauses or phrases of this Agreement may be held illegal, invalid
or unenforceable.
SECTION 8.6. [Reserved].
SECTION 8.7. Payment on Non-Business Days. Whenever any payment is
required to be made by the District hereunder on a day which is not a Business Day, such
payment shall be made on the immediately preceding Business Day.
SECTION 8.8. Execution of Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall for all purposes be deemed to be an original
and all of which shall together constitute but one and the same instrument.
SECTION 8.9. Waiver of Personal Liability. No member of the Board of Directors,
officer, agent or employee of the District shall be individually or personally liable for the
payment of Installment Payments or Additional Payments or be subject to any personal
liability or accountability by reason of this Agreement; but nothing herein contained shall
relieve any such member of the Board of Directors, officer, agent or employee from the
performance of any official duty provided by law or by this Agreement.
SECTION 8.10. Trustee as Third Party Beneficiary. The Trustee is hereby made
third party beneficiary hereof and shall be entitled to the benefits of this Agreement with
the same force and effect as if the Trustee were a party hereto.
Remainder of page intentionally left blank. Signatures on following page.
Installment Sale Agreement
[SIGNATURE PAGE]
IN WITNESS WHEREOF, the Corporation and the District have caused this
Agreement to be executed in their respective names by their duly authorized officers, all
as of the date first above written.
SOUTH TAHOE PUBLIC UTILITY
DISTRICT, as purchaser
By
General Manager
Attest
Secretary
CSDA FINANCE CORPORATION, as seller
By
Chief Executive Officer
Attest
Secretary
A-1
APPENDIX A
DESCRIPTION OF THE PROJECT
The Project consist of the following facilities, equipment and other properties,
together with other capital expenditures approved by the Board of Directors of the District:
_________________
_________________
_________________
_________________
_________________
B-1
APPENDIX B
SCHEDULE OF INSTALLMENT PAYMENTS
Installment
Payment
Date(1)
Principal
Component
Interest
Component
Total
Installment
Payment
B-2
_____________
(1) Installment Payment Dates are the 6th Business Day immediately preceding each Interest Payment Date shown in the table.
29072-47 10/31/2024
11/26/2024
TRUST AGREEMENT
by and among
SOUTH TAHOE PUBLIC UTILITY DISTRICT
CSDA FINANCE CORPORATION
and
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Trustee
Dated as of January 1, 2025
Relating to
$__________________
South Tahoe Public Utility District
2025 Wastewater Revenue Certificates of Participation
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TABLE OF CONTENTS
ARTICLE I
Definitions; Legal Authority; Rules of Interpretation
Section 1.01. Definitions .................................................................................................. 2
Section 1.02. Authorization .............................................................................................. 2
Section 1.03. Interpretation .............................................................................................. 2
ARTICLE II
The Certificates of Participation
Section 2.01. Authorization .............................................................................................. 3
Section 2.02. Calculation of Interest ................................................................................ 3
Section 2.03. Payment ..................................................................................................... 3
Section 2.04. Terms of Certificates .................................................................................. 4
Section 2.05. Fully Registered Form ................................................................................ 4
Section 2.06. Book Entry System ..................................................................................... 4
Section 2.07. Form and Execution of Certificates ............................................................ 6
Section 2.08. Registration Books ..................................................................................... 6
Section 2.09. Transfer and Exchange .............................................................................. 6
Section 2.10. Certificates Mutilated, Lost, Destroyed or Stolen ....................................... 7
Section 2.11. Execution of Documents and Proof of Ownership ..................................... 7
ARTICLE III
Disposition of Proceeds; Construction Fund; Costs of Issuance
Fund
Section 3.01. Application of Proceeds ............................................................................. 8
Section 3.02. Costs of Issuance Fund ............................................................................. 8
Section 3.03. Construction Fund ....................................................................................... 9
ARTICLE IV
Prepayment of Certificates
Section 4.01. Prepayment ................................................................................................ 9
Section 4.02. Selection of Certificates for Prepayment .................................................. 10
Section 4.03. Notice of Prepayment ............................................................................... 11
Section 4.04. Partial Prepayment of Certificates ............................................................ 11
Section 4.05. Effect of Notice of Prepayment ................................................................ 12
Section 4.06. Purchase of Certificates in Lieu of Prepayment ....................................... 12
ARTICLE V
Installment Payments; Installment Payment Fund
Section 5.01. Assignment of Rights in Installment Sale Agreement .............................. 13
Section 5.02. Establishment and Application of Installment Payment Fund .................. 13
Section 5.03. Reserved ................................................................................................. 13
ARTICLE VI
Moneys in Funds; Investment
SECTION 6.01. Held in Trust ............................................................................................ 14
SECTION 6.02. Investments Authorized ........................................................................... 14
SECTION 6.03. Accounting ............................................................................................... 14
SECTION 6.04. Allocation of Earnings .............................................................................. 14
SECTION 6.05. Valuation and Disposition of Investments ................................................ 15
ARTICLE VII
The Trustee
Section 7.01. Appointment of Trustee ............................................................................ 16
Section 7.02. Acceptance of Trusts ............................................................................... 16
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Section 7.03. Fees, Charges and Expenses of Trustee ................................................. 21
Section 7.04. Notice to Certificate Owners of Default .................................................... 21
Section 7.05. Removal of Trustee .................................................................................. 21
Section 7.06. Resignation by Trustee ............................................................................ 21
Section 7.07. Appointment of Successor Trustee .......................................................... 21
Section 7.08. Merger or Consolidation ........................................................................... 22
Section 7.09. Concerning any Successor Trustee ......................................................... 22
Section 7.10. Non-Liability of Trustee ............................................................................ 22
Section 7.11. Nature of Trust Engagement .................................................................... 22
ARTICLE VIII
Modification or Amendment of Agreements
Section 8.01. Amendments Permitted Without Consent of Owners ............................... 23
Section 8.02. Amendments Permitted With Consent of Owners .................................... 23
Section 8.03. Effect of Supplemental Agreement .......................................................... 24
Section 8.04. Endorsement or Replacement of Certificates Delivered
After Amendments ................................................................................... 24
Section 8.05. Amendatory Endorsement of Certificates ................................................ 25
ARTICLE IX
Other Covenants
Section 9.01. Compliance With and Enforcement of Installment Sale Agreement ........ 25
Section 9.02. Observance of Laws and Regulations ..................................................... 25
Section 9.03. Recordation and Filing ............................................................................. 25
Section 9.04. Tax Covenants ......................................................................................... 25
Section 9.05. Continuing Disclosure ............................................................................... 26
Section 9.06. Further Assurances .................................................................................. 26
ARTICLE X
Limitation of Liability
Section 10.01. Limited Liability of District and Corporation ............................................ 26
Section 10.02. No Liability for Trustee Performance ...................................................... 27
Section 10.03. Indemnification of Corporation and Trustee ........................................... 27
Section 10.04. Opinion of Counsel ................................................................................. 27
Section 10.05. Limitation of Rights to Parties and Certificate Owners ........................... 28
ARTICLE XI
Remedies of Certificate Owners
Section 11.01. Assignment of Rights ............................................................................. 28
Section 11.02. Remedies ............................................................................................... 28
Section 11.03. Application of Funds ............................................................................... 28
Section 11.04. Institution of Legal Proceedings ............................................................. 29
Section 11.05. Non-waiver ............................................................................................. 29
Section 11.06. Remedies Not Exclusive ........................................................................ 29
Section 11.07. Power of Trustee to Control Proceedings .............................................. 29
Section 11.08. Limitation on Certificate Owners' Right to Sue ....................................... 29
ARTICLE XII
Miscellaneous
Section 12.01. Discharge of this Trust Agreement ......................................................... 30
Section 12.02. Notices ................................................................................................... 31
Section 12.03. Records .................................................................................................. 31
Section 12.04. Disqualified Certificates .......................................................................... 31
Section 12.05. Payment of Certificates After Discharge ................................................ 32
Section 12.06. Payment on Business Days ................................................................... 32
Section 12.07. Governing Law ....................................................................................... 32
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Section 12.08. Binding Effect; Successors; Benefits Limited to Parties ......................... 32
Section 12.09. Execution in Counterparts ...................................................................... 32
Section 12.10. Delivery of Cancelled Certificates .......................................................... 33
Section 12.11. Corporation and District Representatives .............................................. 33
Section 12.12. Waiver of Notice ..................................................................................... 33
Section 12.13. Severability of Invalid Provisions ............................................................ 33
APPENDIX A Defined Terms
APPENDIX B Form of Certificate of Participation
APPENDIX C Form of Requisition from Construction Fund
APPENDIX D Outstanding Parity Obligations
TRUST AGREEMENT
This TRUST AGREEMENT (this “Trust Agreement”), dated as of January 1, 2025, is
among the SOUTH TAHOE PUBLIC UTILITY DISTRICT, a public utility district duly organized and
existing under the Constitution and laws of the State of California, including particularly Division
7 of the California Public Utilities Code (the “District”), the CSDA FINANCE CORPORATION, a
nonprofit public benefit corporation organized and existing under the laws of the State of
California (the “Corporation”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a
national banking association organized and existing under the laws of the United States of
America, with a corporate trust office in San Francisco, California, and being qualified to accept
and administer the trusts hereby created (the “Trustee”).
BACKGROUND:
1. The District owns and operates a public enterprise for the collection, storage,
treatment and disposal of wastewater within its service area (the “Wastewater System”).
2. The District is proceeding to finance certain capital improvement projects for the
Wastewater System known as _______________________, as specified in more detail in the
hereinafter-defined Installment Sale Agreement (collectively, the “Project”).
3. The Corporation has been formed for the purpose of assisting public agencies
such as the District in the financing of public capital improvements, and in order to provide
funds to finance the Project, the Corporation has proposed to enter into an Installment Sale
Agreement dated as of January 1, 2025 (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”).
4. The Installment Payments will be payable from and secured by a pledge of and
lien on the net revenues received by the District from the Wastewater System, on a parity basis
with the payments of debt service on outstanding Parity Obligations of the District (as defined
herein).
5. 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, the
District and the Trustee have agreed to enter into this Trust Agreement under which the
Corporation assigns and transfers certain of its rights under the Installment Sale Agreement to
the Trustee, and the Trustee agrees to execute and deliver the Certificates (defined herein),
evidencing direct, undivided fractional interests in the Installment Payments as provided herein
and in the Installment Sale Agreement.
AGREEMENT:
In consideration of the premises and the material covenants contained herein, the
District, the Corporation and the Trustee hereby agree as follows:
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ARTICLE I
DEFINITIONS; LEGAL AUTHORITY; RULES OF
INTERPRETATION
SECTION 1.01. Definitions. Unless the context clearly otherwise requires or unless
otherwise defined herein, the capitalized terms used in this Trust Agreement have the
respective meanings given them in Appendix A attached to this Trust Agreement.
SECTION 1.02. Authorization. Each of the parties hereby represents and warrants that
it has full legal authority and is duly empowered to enter into this Trust Agreement, and has
taken all actions necessary to authorize the execution hereof by the officers and persons
signing it.
SECTION 1.03. Interpretation.
(a) Unless the context otherwise indicates, words expressed in the singular include
the plural and vice versa and the use of the neuter, masculine, or feminine gender is for
convenience only and includes the neuter, masculine or feminine gender, as appropriate.
(b) Headings of articles and sections herein and the table of contents hereof are
solely for convenience of reference, do not constitute a part hereof and do not affect the
meaning, construction or effect hereof.
(c) All references herein to “Articles”, “Sections” and other subdivisions are to the
corresponding Articles, Sections or subdivisions of this Trust Agreement; the words “herein,”
“hereof,” “hereby,” “hereunder” and other words of similar import refer to this Trust Agreement
as a whole and not to any particular Article, Section or subdivision hereof.
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ARTICLE II
THE CERTIFICATES OF PARTICIPATION
SECTION 2.01. Authorization. The Trustee is hereby authorized and directed upon
written request from the Corporation to register, execute and deliver, to the Original Purchaser,
the Certificates in an aggregate principal amount of $_________________. The Certificates
evidence the direct, undivided fractional interests of the Owners thereof in the Installment
Payments.
SECTION 2.02. Calculation of Interest. Each Certificate shall be dated as of the Closing
Date, and interest represented thereby is payable from the Interest Payment Date next
preceding the date of execution thereof, unless:
(a) it is executed after a Record Date and on or before the following Interest
Payment Date, in which event interest represented thereby is payable
from such Interest Payment Date; or
(b) it is executed on or before the first Record Date, in which event interest
represented thereby shall be payable from the Closing Date; or
(c) interest represented by such Certificate is in default as of the date of
execution of such Certificate, in which event interest represented thereby
is payable from the Interest Payment Date to which interest represented
thereby has previously been paid or made available for payment.
Interest represented by the Certificates is payable on each Interest Payment Date to
and including the date of maturity or prepayment, whichever is earlier. Said interest represents
the portion of the Installment Payments designated as interest and coming due on each of the
respective Interest Payment Dates. The share of the portion of Installment Payments
designated as interest with respect to any Certificate is computed by multiplying the portion of
Installment Payments designated as principal represented by such Certificate by the rate of
interest represented by such Certificate (on the basis of a 360-day year of twelve 30-day
months).
SECTION 2.03. Payment. Payment of interest represented by any Certificate on any
Interest Payment Date shall be made to the person appearing on the Registration Books as
the Owner thereof as of the close of business on the Record Date immediately preceding such
Interest Payment Date, such interest to be paid by check mailed to such Owner, by first class
mail postage prepaid, at such Owner’s address as it appears on the Registration Books;
provided, however, that at the written request of the Owner of Certificates in an aggregate
principal amount of at least $1,000,000 on file with the Trustee as of the Record Date preceding
any Interest Payment Date, interest represented by such Certificates coming due and payable
on such Interest Payment Date shall be paid by wire transfer in immediately available funds to
such account in the United States as shall be specified in such written request.
The principal and prepayment price represented by any Certificate at maturity or upon
prior prepayment shall be payable in lawful money of the United States of America upon
surrender of such Certificate at the Corporate Trust Office of the Trustee.
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SECTION 2.04. Terms of Certificates. Principal represented by the Certificates is
payable on August 1 in each of the respective years and in the respective amounts, and
interest represented thereby is computed at the respective rates, as follows:
Maturity Date
(August 1)
Principal
Amount
Interest
Rate
___________________
T Term Certificates
SECTION 2.05. Fully Registered Form . The Certificates will be delivered in the form of
fully registered Certificates without coupons in the authorized denominations of $5,000 or any
integral multiple thereof, except that no Certificate shall represent principal payable in more
than one year. The Certificates will be assigned such alphabetical and numerical designation
as the District deems appropriate.
SECTION 2.06. Book Entry System.
(a) Original Delivery. The Certificates shall be initially delivered in the form of a
separate single fully registered Certificate (which may be typewritten) for each maturity of the
Certificates. Upon initial delivery, the ownership of each such Certificate shall be registered
on the Registration Books in the name of the Nominee. Except as provided in subsection (c),
the ownership of all of the Outstanding Certificates shall be registered in the name of the
Nominee on the Registration Books.
With respect to Certificates the ownership of which is registered in the name of the
Nominee, the District and the Trustee have no responsibility or obligation to any Depository
System Participant or to any person on behalf of which the District holds an interest in the
Certificates. Without limiting the generality of the immediately preceding sentence, the District
and the Trustee have no responsibility or obligation with respect to (i) the accuracy of the
records of the Depository, the Nominee or any Depository System Participant with respect to
any ownership interest in the Certificates, (ii) the delivery to any Depository System Participant
or any other person, other than a Certificate Owner as shown in the Registration Books, of any
notice with respect to the Certificates, including any notice of prepayment, (iii) the selection by
the Depository of the beneficial interests in the Certificates to be prepaid in the event the
District elects to prepay the Certificates in part, (iv) the payment to any Depository System
Participant or any other person, other than a Certificate Owner as shown in the Registration
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Books, of any amount with respect to principal, premium, if any, or interest represented by the
Certificates or (v) any consent given or other action taken by the Depository as Owner of the
Certificates.
The District and the Trustee may treat and consider the person in whose name each
Certificate is registered as the absolute owner of such Certificate for the purpose of payment
of principal, premium, if any, and interest represented by such Certificate, for the purpose of
giving notices of prepayment and other matters with respect to such Certificate, for the purpose
of registering transfers of ownership of such Certificate, and for all other purposes whatsoever.
The Trustee shall pay the principal, interest and premium, if any, represented by the
Certificates only to the respective Owners or their respective attorneys duly authorized in
writing, and all such payments shall be valid and effective to fully satisfy and discharge all
obligations with respect to payment of principal, interest and premium, if any, represented by
the Certificates to the extent of the sum or sums so paid. No person other than a Certificate
Owner shall receive a Certificate evidencing the obligation of the District to make payments of
principal, interest and premium, if any, under this Trust Agreement.
Upon delivery by the Depository to the Nominee of written notice to the effect that the
Depository has determined to substitute a new Nominee in its place, such new nominee shall
become the Nominee hereunder for all purposes; and upon receipt of such a notice the District
shall promptly deliver a copy of the same to the Trustee.
(b) Representation Letter. In order to qualify the Certificates for the Depository’s
book-entry system, the District shall execute and deliver to such Depository a letter
representing such matters as shall be necessary to so qualify the Certificates. The execution
and delivery of such letter in no way limits the provisions of subsection (a) above or otherwise
imposes upon the District or the Trustee any obligation whatsoever with respect to persons
having interests in the Certificates other than the Certificate Owners. In addition to the
execution and delivery of such letter, the District may take any other actions, not inconsistent
with this Trust Agreement, to qualify the Certificates for the Depository’s book-entry program.
(c) Transfers Outside Book-Entry System. If either (i) the Depository determines not
to continue to act as Depository for the Certificates, or (ii) the District determines to terminate
the Depository as such, then the District shall thereupon discontinue the book-entry system
with such Depository. In such event, the Depository shall cooperate with the District and the
Trustee in the execution and delivery of replacement Certificates by providing the Trustee with
a list showing the interests of the Depository System Participants in the Certificates, and by
surrendering the Certificates, registered in the name of the Nominee, to the Trustee on or
before the date such replacement Certificates are to be executed and delivered. The
Depository, by accepting delivery of the Certificates, agrees to be bound by the provisions of
this subsection (c). If, prior to the termination of the Depository acting as such, the District fails
to identify another Securities Depository to replace the Depository, then the Certificates shall
no longer be required to be registered in the Registration Books in the name of the Nominee,
but shall be registered in whatever name or names the Owners transferring or exchanging
Certificates shall designate, in accordance with the provisions hereof.
If the District determines that it is in the best interests of the beneficial owners of the
Certificates that they be able to obtain certificated Certificates, the District may notify the
Depository System Participants of the availability of such certificated Certificates through the
Depository. In such event, the Trustee will execute, transfer and exchange Certificates as
required by the Depository and others in appropriate amounts; and whenever the Depository
-6-
requests, the Trustee and the District shall cooperate with the Depository in taking appropriate
action (i) to make available one or more separate certificates evidencing the Certificates to any
Depository System Participant having Certificates credited to its account with the Depository,
or (ii) to arrange for another Securities Depository to maintain custody of a single certificate
evidencing such Certificates, all at the District’s expense.
(d) Payments to the Nominee. Notwithstanding any other provision of this Trust
Agreement to the contrary, so long as any Certificate is registered in the name of the Nominee,
all payments with respect to principal, interest and premium, if any, represented by such
Certificate and all notices with respect to such Certificate shall be made and given,
respectively, as provided in the letter described in subsection (b) of this Section or as otherwise
instructed by the Depository.
SECTION 2.07. Form and Execution of Certificates. The Certificates shall be
substantially in the form set forth in Appendix B attached hereto and by this reference
incorporated herein. An authorized signatory of the Trustee shall execute the Certificates in
the name and on behalf of the Trustee. If any person whose signature appears on any
Certificate ceases to be an authorized signatory before the date of delivery of said Certificate,
such signature shall nevertheless be as effective as if such person had remained an authorized
signatory until such date.
SECTION 2.08. Registration Books. The Trustee shall keep or cause to be kept
sufficient records for the registration and registration of transfer of the Certificates, which shall
at all reasonable times upon prior notice be open to inspection by the District and the
Corporation during regular business hours; and, upon presentation for such purpose, the
Trustee shall, under such reasonable regulations as it may prescribe, register or transfer or
cause to be registered or transferred, on the Registration Books, Certificates as hereinbefore
provided.
SECTION 2.09. Transfer and Exchange.
(a) Transfer of Certificates. The registration of any Certificate may, in accordance
with its terms, be transferred upon the Registration Books by the person in whose name it is
registered, in person or by a duly authorized attorney, upon surrender of such Certificate for
cancellation at the Corporate Trust Office of the Trustee, accompanied by delivery of a written
instrument of transfer in a form acceptable to the Trustee, duly executed.
Whenever any Certificate or Certificates is surrendered for registration of transfer, the
Trustee shall execute and deliver a new Certificate or Certificates representing the same
Series, maturity, interest rate and aggregate principal amount, in any authorized
denominations. The District shall pay all costs of the Trustee incurred in connection with any
such transfer, except that the Trustee may require the payment by the Certificate Owner of
any tax or other governmental charge required to be paid with respect to such transfer.
Prior to any transfer of the Certificates outside the book-entry system (including, but
not limited to, the initial transfer outside the book-entry system) the transferor shall provide or
cause to be provided to the Trustee all information necessary to allow the Trustee to comply
with any applicable tax reporting obligations, including without limitation any cost basis
reporting obligations under Tax Code Section 6045, as amended. The Trustee shall
conclusively rely on the information provided to it and shall have no responsibility to verify or
ensure the accuracy of such information.
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(b) Exchange of Certificates. Certificates may be exchanged at the Corporate Trust
Office of the Trustee, for a like aggregate principal amount of Certificates representing other
authorized denominations of the same Series, interest rate and maturity. The District shall pay
all costs of the Trustee incurred in connection with any such exchange, except that the Trustee
may require the payment by the Certificate Owner requesting such exchange of any tax or
other governmental charge required to be paid with respect to such exchange.
(c) Limitations on Transfer or Exchange. The Trustee may refuse to transfer or
exchange either (i) any Certificate during the period established by the Trustee for the selection
of Certificates for prepayment, or (ii) the portion of any Certificate that has been selected for
prepayment under the provisions of Section 4.02.
SECTION 2.10. Certificates Mutilated, Lost, Destroyed or Stolen. If any Certificate is
mutilated, the Trustee, at the expense of the Owner of such Certificate, shall execute and
deliver a new Certificate of like principal amount, interest rate and maturity in replacement for
the Certificate so mutilated, but only upon surrender to the Trustee of the Certificate so
mutilated. Every mutilated Certificate so surrendered to the Trustee shall be canceled by it
and destroyed by the Trustee, who shall, upon request of the District, deliver a certificate of
destruction to the District. If any Certificate is lost, destroyed or stolen, evidence of such loss,
destruction or theft must be submitted to the Trustee, and, if such evidence is satisfactory to
the Trustee and the District and, if an indemnity satisfactory to the Trustee and the District is
given, the Trustee, at the expense of the Certificate Owner, shall execute and deliver a new
Certificate of like principal amount, interest rate and maturity and numbered as the Trustee
shall determine in lieu of and in replacement for the Certificate so lost, destroyed or stolen.
The Trustee may require payment of an appropriate fee for each replacement Certificate
delivered under this Section and of the expenses which may be incurred by the Trustee in
carrying out the duties under this Section. Any Certificate executed and delivered under the
provisions of this Section in lieu of any Certificate alleged to be lost, destroyed or stolen shall
be equally entitled to the benefits of this Trust Agreement with all other Certificates secured by
this Trust Agreement. The Trustee is not required to treat both the original Certificate and any
replacement Certificate as being Outstanding for the purpose of determining the principal
amount of Certificates which may be executed and delivered hereunder or for the purpose of
determining any percentage of Certificates Outstanding hereunder, but both the original and
replacement Certificate shall be treated as one and the same. Notwithstanding any other
provision of this Section, in lieu of delivering a replacement for a Certificate which has been
mutilated, lost, destroyed or stolen, and which has matured, the Trustee may make payment
with respect to such Certificate upon receipt of indemnity satisfactory to the Trustee and the
District.
SECTION 2.11. Execution of Documents and Proof of Ownership. Any request,
direction, consent, revocation of consent, or other instrument in writing required or permitted
by this Trust Agreement to be signed or executed by Certificate Owners may be in any number
of concurrent instruments of similar tenor, and may be signed or executed by such Owners in
person or by their attorneys or agents appointed by an instrument in writing for that purpose,
or by any bank, trust company or other depository for such Certificates. Proof of the execution
of any such instrument, or of any instrument appointing any such attorney or agent, and of the
ownership of Certificates shall be sufficient for any purpose of this Trust Agreement (except as
otherwise herein provided), if made in the following manner:
-8-
(a) The fact and date of the execution by any Owner, attorney or agent of any
such instrument and of any instrument appointing any such attorney or
agent, may be proved by a certificate, which need not be acknowledged
or verified, of an officer of any bank or trust company located within the
United States of America, or of any notary public, or other officer
authorized to take acknowledgments of deeds to be recorded in such
jurisdictions, that the persons signing such instruments acknowledged
before him the execution thereof. Where any such instrument is executed
by an officer of a corporation or association or a member of a partnership
on behalf of such corporation, association or partnership, such certificate
shall also constitute sufficient proof of authority.
(b) The fact of the ownership of Certificates by any person and the amount,
the maturity and the numbers of such Certificates and the date of holding
the same shall be proved by the Registration Books.
Nothing contained in this Section may be construed as limiting the Trustee to such
proof, it being intended that the Trustee may accept any other evidence of the matters herein
stated which the Trustee may deem sufficient. Any request or consent of the Owner of any
Certificate binds every future Owner of the same Certificate in respect of anything done or
suffered to be done by the Trustee under such request or consent.
ARTICLE III
DISPOSITION OF PROCEEDS; CONSTRUCTION FUND, COSTS OF
ISSUANCE FUND
SECTION 3.01. Application of Proceeds.
The Trustee shall apply the proceeds received by it from the sale of the Certificates in
the amount of $_________________ (consisting of the principal amount of the Certificates
($_________________), plus net original issue premium of $_________________, less an
underwriter’s discount of $_________________, on the Closing Date as follows:
(a) The Trustee shall deposit the amount of $_________________ in the
Costs of Issuance Fund.
(b) The Trustee shall deposit the amount of $_________________,
constituting the remainder of such proceeds, in the Construction Fund.
The Trustee may, in its discretion, establish a temporary fund or account in its books
and records to facilitate such deposits and transfers.
SECTION 3.02. Costs of Issuance Fund. The Trustee shall establish and maintain a
special fund designated as the “Costs of Issuance Fund” to be held by the Trustee in trust for
the benefit of the District, and applied solely as provided herein.
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The Trustee shall disburse moneys in the Costs of Issuance Fund to pay the Costs of
Issuance of the Certificates. Such disbursements shall be from time to time upon the receipt
of written requisitions of the District setting forth the amounts to be disbursed for payment or
reimbursement of Costs of Issuance and the name and address of the person or persons to
whom said amounts are to be disbursed, stating that all amounts to be disbursed are for Costs
of Issuance properly chargeable to the Costs of Issuance Fund. Each such requisition shall
be sufficient evidence to the Trustee of the facts stated therein and the Trustee shall have no
duty to confirm the accuracy of such facts.
On the date that is three months after the Closing Date, the Trustee shall, without
further direction, transfer any amounts remaining in the Costs of Issuance Fund to the
Construction Fund to be applied for the purposes thereof, and the Trustee shall thereupon
close the Costs of Issuance Fund.
SECTION 3.03. Construction Fund. The Trustee shall establish and maintain a special
fund designated as the “Construction Fund” to be held by the Trustee in trust and applied solely
as provided herein for the benefit of the District. The Trustee shall deposit a portion of the
proceeds of the Certificates in the Construction Fund as provided in Section 3.01, any amounts
transferred from the Costs of Issuance Fund into the Construction Fund under Section 3.02,
and all earnings received from the investment of amounts in the Construction Fund under this
Section.
Disbursements from the Construction Fund shall be made by the Trustee upon receipt
of written requisitions signed by a District Representative setting forth the amounts to be
disbursed for payment or reimbursement of Project Costs and the name and address of the
person or persons to whom said amounts are to be disbursed, stating that all amounts to be
disbursed are for Project Costs properly payable from the Construction Fund, substantially in
the form of Appendix C attached hereto. Each such requisition shall be sufficient evidence to
the Trustee of the facts stated therein and the Trustee shall have no duty to confirm the
accuracy of such facts.
Moneys in the Construction Fund shall be invested and deposited in accordance with
this Trust Agreement. Interest earnings and profits from the investment of amounts in the
Construction Fund shall be retained by the Trustee in the Construction Fund to be used for the
purposes of the Construction Fund.
Upon the filing of a certificate with the Trustee signed by a District Representative
stating that the Project has been completed, the Trustee shall transfer any remaining amount
in the Construction Fund to the Installment Payment Fund to pay the Installment Payments as
they become due and payable, and the Construction Fund shall be closed.
ARTICLE IV
PREPAYMENT OF CERTIFICATES
SECTION 4.01. Prepayment.
(a) Optional Prepayment. The Certificates maturing on August 1, 20__, are not
subject to optional prepayment. The Certificates maturing on or after August 1, 20__, are
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subject to optional prepayment in whole or in part on any date on or after August 1, 20__, from
prepayments of the Installment Payments made at the option of the District under Section 7.2
of the Installment Sale Agreement, at a prepayment price equal to 100% of the principal
amount of Certificates or portions thereof to be prepaid, together with accrued interest
represented thereby to the prepayment date, without premium.
The District shall give the Trustee written notice of its intention to prepay any
Certificates, and the amount of the prepayment price, in sufficient time to enable the Trustee
to give notice of such prepayment in accordance with Section 4.03.
(b) Sinking Fund Prepayment. The Certificates maturing on August 1, 20__, and
August 1, 20__ (collectively, the “Term Certificates”) are subject to mandatory sinking fund
prepayment by lot on August 1 in each year as set forth in the following table, from the principal
components of the Installment Payments relating to the Term Certificates which are required
to be paid with respect to each of such dates, at a prepayment price equal to 100% of the
principal amount to be prepaid, together with accrued interest represented thereby to the
prepayment date, without premium, as follows:
Term Certificates due August 1, 20__
Sinking Fund
Prepayment Date
(August 1)
Principal Amount
To Be Prepaid
20__ (maturity)
Term Certificates due August 1, 20__
Sinking Fund
Prepayment Date
(August 1)
Principal Amount
To Be Prepaid
20__ (maturity)
Notwithstanding the foregoing provisions of this subsection (c), if some but not all of
the Term Certificates are prepaid under any of the preceding provisions of this Section 4.01,
the aggregate principal amount of the Term Certificates to be prepaid in each year thereafter
under this subsection (b) shall be reduced by the aggregate principal amount of Term
Certificates so prepaid, to be allocated among sinking fund installments on a pro rata basis in
integral multiples of $5,000 such that the resulting amount of principal represented by the Term
Certificates subject to prepayment on any date under this subsection (b) is equal to the
aggregate principal components of the Installment Payments allocable to the Certificates
coming due and payable on such date. A revised sinking fund schedule shall be delivered to
the Trustee by the District reflecting such reduction and allocation.
SECTION 4.02. Selection of Certificates for Prepayment. Whenever provision is made
herein for the prepayment of Certificates and less than all Outstanding Certificates of any one
maturity are called for prepayment, the Trustee shall select Certificates for prepayment by lot
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within a maturity, in accordance with the operational arrangements of the Depository then in
effect, if applicable. For the purposes of such selection, Certificates shall be deemed to be
composed of $5,000 portions, and any such portion may be separately prepaid. The Trustee
shall promptly notify the District and the Corporation in writing of the Certificates or portions
thereof so selected for prepayment.
SECTION 4.03. Notice of Prepayment. When prepayment is authorized under Section
4.01, the Trustee shall give notice of the prepayment of the Certificates on behalf and at the
expense of the District. Such notice shall state the prepayment date and prepayment price of
the Certificates called for prepayment; if less than all of the then Outstanding Certificates of
any maturity are to be called for prepayment, shall designate the numbers of the Certificates
to be prepaid by giving the individual number of each Certificate or by stating that all
Certificates between two stated numbers, both inclusive, have been called for prepayment or
by stating that all of the Certificates of one or more maturities have been called for prepayment;
in the case of a Certificate called only in part, shall state the portion of the principal represented
thereby which is to be prepaid; in the case of a conditional prepayment notice, shall state that
prepayment shall be conditional on the receipt of funds sufficient for such prepayment on the
prepayment date; shall require that such Certificates be surrendered on the designated
prepayment date at the Corporate Trust Office of the Trustee for prepayment at said
prepayment price; and shall state that on the specified date there shall come due and payable
upon each Certificate, the principal and premium, if any, together with interest accrued to said
date, and that from and after such date interest with respect thereto shall cease to accrue and
be payable.
Notice of such prepayment shall be mailed by first class mail with postage prepaid the
Owners of Certificates designated for prepayment at their respective addresses appearing on
the Registration Books. Such notice shall be mailed at least 20 days but not more than 60
days prior to the prepayment date. In addition, notice of prepayment shall be filed electronically
with the Information Services at the time of such mailing to the Certificate Owners. However,
neither failure to receive such notice so mailed nor any defect in any notice so mailed shall
affect the sufficiency of the proceedings for the prepayment of such Certificates or the
cessation of accrual of interest represented thereby from and after the date fixed for
prepayment.
Prepayment notices may be conditional. The District has the right to rescind any notice
of the optional prepayment of the Certificates by written notice to the Trustee on or prior to the
dated fixed for prepayment. Any notice of optional prepayment shall be canceled and annulled
if for any reason funds will not be or are not available on the date fixed for prepayment for the
payment in full of the Certificates then called for prepayment, and such cancellation shall not
constitute an Event of Default. The District and the Trustee have no liability to the Certificate
Owners or any other party related to or arising from such rescission of prepayment. The
Trustee shall mail notice of such rescission of prepayment in the same manner as the original
notice of prepayment was sent under this Section.
SECTION 4.04. Partial Prepayment of Certificates. Upon surrender of any Certificate
prepaid in part only, the Trustee shall execute and deliver to the Owner thereof, at the expense
of the District, a new Certificate or Certificates of authorized denominations equal in aggregate
principal amount to the unprepaid portion of the Certificate surrendered and of the same
interest rate and the same maturity.
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SECTION 4.05. Effect of Notice of Prepayment. Moneys for the prepayment (including
the interest to the applicable date of prepayment) of Certificates having been set aside in the
Installment Payment Fund, the Certificates shall be due and payable on the date of such
prepayment, and, upon presentation and surrender thereof at the Corporate Trust Office of the
Trustee, said Certificates shall be paid at the unpaid principal amount (or applicable portion
thereof) represented thereby plus any applicable premium and plus interest accrued and
unpaid to said date of prepayment.
If, on said date of prepayment, moneys for the prepayment of all the Certificates to be
prepaid, together with interest represented thereby to said date of prepayment, are held by the
Trustee so as to be available therefor on such date of prepayment, then, from and after said
date of prepayment, interest represented by the Certificates shall cease to accrue and be
payable. All moneys held by the Trustee for the prepayment of Certificates shall be held in
trust, uninvested, for the account of the Owners of the Certificates so to be prepaid.
All Certificates paid at maturity or prepaid prior to maturity under this Article shall be
canceled upon surrender thereof and destroyed under Section 12.10.
SECTION 4.06. Purchase of Certificates in Lieu of Prepayment. In lieu of prepayment
of Certificates as provided in this Article IV, amounts held by the Trustee for such prepayment
shall, at the written request of a District Representative received by the Trustee no later than
60 days prior to the prepayment date, be applied by the Trustee to the purchase of Certificates
at public or private sale as and when and at such prices (including brokerage, accrued interest
and other charges) as the District may in its discretion direct, but not to exceed the prepayment
price which would be payable if such Certificates were prepaid. The aggregate principal
amount of Certificates of the same maturity purchased in lieu of prepayment under this Section
4.06 may not exceed the aggregate principal amount of Certificates of such maturity that would
otherwise be subject to such prepayment. Any Certificates purchased pursuant to this Section
shall be treated as Outstanding Certificates under this Trust Agreement, except to the extent
otherwise directed by a District Representative.
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ARTICLE V
INSTALLMENT PAYMENTS;
INSTALLMENT PAYMENT FUND
SECTION 5.01. Assignment of Rights in Installment Sale Agreement. The Corporation
hereby irrevocably transfers, assigns and sets over to the Trustee, without recourse to the
Corporation, all of its rights in the Installment Sale Agreement (excepting only the Corporation’s
rights under Sections 4.7, 5.2 and 6.4 thereof, and its rights to give consents and approvals
thereunder), including but not limited to all of the Corporation’s rights to receive and collect all
of the Installment Payments and all other amounts required to be deposited in the Installment
Payment Fund.
The Trustee hereby accepts such assignment for the benefit of the Certificate Owners.
Such assignment shall neither create any obligations nor give rise to any duties on the part of
the Trustee other than those obligations and duties contained herein and shall not be liable for
any covenants, representations or warranties of the Corporation. All Installment Payments
and such other amounts to which the Corporation may at any time be entitled shall be paid
directly to the Trustee, and all of the Installment Payments collected or received by the
Corporation shall be deemed to be held and to have been collected or received by the
Corporation as the agent of the Trustee, and if received by the Corporation at any time shall
be deposited by the Corporation with the Trustee within one Business Day after the receipt
thereof, and all such Installment Payments and such other amounts shall be forthwith
deposited by the Trustee upon the receipt thereof in the Installment Payment Fund.
SECTION 5.02. Establishment and Application of Installment Payment Fund.
(a) The Trustee shall establish and maintain a special fund designated as the
“Installment Payment Fund,” into which the Trustee shall deposit all Installment Payments paid
to the Trustee for such purpose under the Installment Sale Agreement and this Trust
Agreement. All moneys at any time deposited by the Trustee in the Installment Payment Fund
shall be held by the Trustee in trust for the benefit of the District and the Owners of the
Certificates. So long as any Certificates are Outstanding, neither the District nor the
Corporation has any beneficial right or interest in the Installment Payment Fund or the moneys
deposited therein, except only as provided in the Installment Sale Agreement or herein, and
such moneys shall be used and applied by the Trustee as hereinafter set forth.
(b) Except as provided in subsection (c) below, the Trustee shall use and withdraw
amounts in the Installment Payment Fund solely for the purpose of paying the principal, interest
and prepayment premiums (if any) represented by the Certificates as the same are due and
payable, in accordance with the provisions of Article II and Article IV.
(c) At the written request of the District, the Trustee shall withdraw and remit to the
District any surplus remaining in the Installment Payment Fund, after prepayment and payment
of all Certificates, including all premiums and accrued interest (if any), and payment of any
applicable fees and expenses to the Trustee, or provision for such prepayment or payment
having been made in accordance with Section 12.01.
SECTION 5.03. Reserved.
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ARTICLE VI
MONEYS IN FUNDS; INVESTMENT
SECTION 6.01. Held in Trust. The moneys and Permitted Investments held by the
Trustee under this Trust Agreement are irrevocably held in trust for the benefit of the District
and the Owners of the Certificates solely for the purposes herein specified, and such moneys,
and any income or interest earned thereon, shall be expended only as provided in this Trust
Agreement, and shall not be subject to levy or attachment or lien by or for the benefit of any
creditor of the Corporation, the Trustee, the District or the Owner of any Certificates.
SECTION 6.02. Investments Authorized. Upon the written direction of the District filed
with the Trustee from time to time, moneys held by the Trustee in any fund or account
established hereunder shall be invested and reinvested by the Trustee in Permitted
Investments which mature not later than the date such moneys are required or estimated by
the District to be required to be expended hereunder. In the absence of any written direction
of the District directing the investment of uninvested moneys held by the Trustee hereunder,
the Trustee shall hold such moneys uninvested. Such investments, if registrable, shall be
registered in the name of the Trustee, as trustee or in the name of its nominee, and shall be
held by the Trustee. The Trustee may purchase or sell to itself or any affiliate, as principal or
agent, investments authorized by this Section 6.02 and shall be entitled to its customary fee
therefor. Such investments and reinvestments shall be made giving full consideration to the
time at which funds are required to be available. The Trustee may act as purchaser or agent
in the making or disposing of any investment. Whenever in this Trust Agreement any moneys
are required to be transferred by the District to the Trustee, such transfer may be accomplished
by transferring a like amount of Permitted Investments. For purposes of acquiring any
investments hereunder, the Trustee may commingle funds held by it hereunder. The Trustee
has no responsibility or liability for any loss suffered in connection with any investment of funds
made by it in accordance with this Section 6.02. The Trustee shall be entitled to rely
conclusively on the investment direction of the District as to the suitability and legality of the
directed investments.
The District shall invest amounts held by it in any fund or account established
hereunder or under the Installment Sale Agreement in any investments which are authorized
for the investment of District funds under the laws of the State of California.
SECTION 6.03. Accounting. The Trustee shall furnish to the District, not less than
quarterly, an accounting (in the form customarily used by the Trustee) of all investments and
other transactions made by the Trustee under this Trust Agreement. The District
acknowledges that to the extent regulations of the Comptroller of the Currency or other
applicable regulatory entity grant the District the right to receive brokerage confirmations of
security transactions as they occur, at no additional cost, the District specifically waives receipt
of such confirmations to the extent permitted by law.
SECTION 6.04. Allocation of Earnings. Any income, profit or loss on such investments
shall be deposited in or charged to the respective funds from which such investments were
made.
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SECTION 6.05. Valuation and Disposition of Investments.
(a) The District covenants that all investments of amounts deposited in any fund or
account created by or under this Trust Agreement, or otherwise containing gross proceeds of
the Certificates (within the meaning of Section 148 of the Tax Code) shall be acquired,
disposed of and valued (as of the date that valuation is required by this Trust Agreement or
the Tax Code) at Fair Market Value as such term is defined in subsection (c) below. The
Trustee has no duty in connection with the determination of Fair Market Value other than to
follow the investment directions of the District in any written directions of a District
Representative.
(b) For the purpose of determining the amount in any fund, the value of Permitted
Investments credited to such fund shall be valued by the District at least quarterly at the market
value thereof. The Trustee may sell or present for prepayment, any Permitted Investment so
purchased by the Trustee whenever it shall be necessary in order to provide moneys to meet
any required payment, transfer, withdrawal or disbursement from the fund to which such
Permitted Investment is credited, and the Trustee shall not be liable or responsible for any loss
resulting from any such Permitted Investment.
(c) For purposes of this Section 6.05, the term “Fair Market Value” shall mean the
price at which a willing buyer would purchase the investment from a willing seller in a bona
fide, arm’s length transaction (determined as of the date the contract to purchase or sell the
investment becomes binding) if the investment is traded on an established securities market
(within the meaning of Section 1273 of the Tax Code) and, otherwise, the term “Fair Market
Value” means the acquisition price in a bona fide arm’s length transaction (as referenced
above) if (i) the investment is a certificate of deposit that is acquired in accordance with
applicable regulations under the Tax Code, (ii) the investment is an agreement with specifically
negotiated withdrawal or reinvestment provisions and a specifically negotiated interest rate (for
example, a guaranteed investment contract, a forward supply contract or other investment
agreement) that is acquired in accordance with applicable regulations under the Tax Code, (iii)
the investment is a United States Treasury Security – State and Local Government Series that
is acquired in accordance with applicable regulations of the United States Bureau of Public
Debt, or (iv) any commingled investment fund in which the District and any related parties do
not own more than a 10% beneficial interest therein if the return paid by the fund is without
regard to the source of the investment.
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ARTICLE VII
THE TRUSTEE
SECTION 7.01. Appointment of Trustee. U.S. Bank Trust Company, National
Association, is hereby appointed Trustee by the Corporation and the District for the purpose
of receiving all moneys required to be deposited with the Trustee hereunder and to allocate,
use and apply the same as provided herein. The District agrees that it will maintain a Trustee
having a corporate trust office in California, with a reported capital and surplus of at least
$50,000,000, duly authorized to exercise trust powers and subject to supervision or
examination by Federal or state authority, so long as any Certificates are Outstanding. If such
bank or trust company publishes a report of condition at least annually under law or the
requirements of any supervising or examining authority above referred to then for the purpose
of this Section 7.01 the combined capital and surplus of such bank or trust company shall be
deemed to be its combined capital and surplus as set forth in its most recent report of condition
so published.
The District and the Corporation covenant that they will maintain a Trustee which is
qualified under the provisions of the foregoing provisions of this Section 7.01, so long as any
Certificates are Outstanding.
The Trustee is hereby authorized to pay or prepay the Certificates when duly presented
for payment at maturity, or on prepayment, or on purchase by the Trustee as directed by the
District prior to maturity in accordance with Section 4.06, and to cancel all Certificates upon
payment thereof. The Trustee shall keep accurate records of all funds administered by it and
of all Certificates paid and discharged. The Trustee shall be compensated for its services
rendered under the provisions hereof.
SECTION 7.02. Acceptance of Trusts. The Trustee hereby accepts the trusts imposed
upon it hereby, and agrees to perform said trusts, but only upon and subject to the following
express terms and conditions:
(a) The Trustee, prior to the occurrence of an Event of Default and after curing
or waiver of all Events of Default which may have occurred, undertakes to
perform such duties and only such duties as are specifically set forth
herein, and no implied covenants or obligations shall be read into this
Trust Agreement against the Trustee. In case an Event of Default has
occurred (which has not been cured or waived), the Trustee may exercise
such of the rights and powers vested in it hereby, and shall use the same
degree of care and skill in their exercise, as a prudent person would
exercise or use under the circumstances in the conduct of such person’s
own affairs.
(b) No provision hereof shall require the Trustee to expend or risk its own
funds or otherwise incur any financial liability in the performance of any of
its duties hereunder, or in the exercise of any of its rights or powers, if the
repayment of such funds or indemnity satisfactory to it against such risk
or liability is not assured to it. The Trustee shall be entitled to interest on
any amounts advanced by it in the performance of its duties hereunder.
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(c) The Trustee may execute any of the trusts or powers hereof and perform
the duties required of it hereunder by or through attorneys, agents or
receivers and the Trustee is not responsible for any misconduct or
negligence on the part of any attorney, agent or receiver appointed with
due care by it hereunder. The Trustee shall be entitled to rely conclusively
on the advice or opinion of counsel concerning all matters of trust and its
duty hereunder and shall be protected in any action taken or suffered by
it hereunder in reliance on such advice or opinion.
(d) The Trustee is not responsible for the validity hereof or for any recital
herein, or in the Certificates, or for any of the supplements thereto or
instruments of further assurance, or for the sufficiency of the security for
the Certificates executed and delivered hereunder or intended to be
secured hereby and the Trustee is not bound to ascertain or inquire as to
the observance or performance of any covenants, conditions or
agreements on the part of the Corporation or the District under the
Installment Sale Agreement. The Trustee is not responsible or liable for
any loss suffered in connection with any investment of funds made by it in
accordance with Article VI hereof.
(e) The Trustee is not accountable for the use or application of any
Certificates or the proceeds thereof. The Trustee may be the Owner of
Certificates secured hereby with the same rights which it would have if not
the Trustee; may acquire and dispose of other bonds or evidence of
indebtedness of the District with the same rights it would have if it were
not the Trustee; and may act as a depository for and permit any of its
officers or directors to act as a member of, or in any other capacity with
respect to, any committee formed to protect the rights of Owners of
Certificates, whether or not such committee shall represent the Owners of
the majority in aggregate principal amount of the Certificates then
Outstanding.
(f) In the absence of bad faith on its part, Trustee shall be protected in acting
upon any notice, request, consent, certificate, order, requisition, affidavit,
letter, telegram or other paper or document believed by it to be genuine
and correct and to have been signed or sent by the proper person or
persons. Any action taken or omitted to be taken by the Trustee in good
faith hereunder upon the request or authority or consent of any person
who at the time of making such request or giving such authority or consent
is the Owner of any Certificate, shall be conclusive and binding upon all
future Owners of the same Certificate and upon Certificates executed and
delivered in exchange therefor or in place thereof.
(g) As to the existence or non-existence of any fact or as to the sufficiency or
validity of any instrument, paper or proceeding, the Trustee shall be
entitled to rely upon a certificate signed by a Corporation Representative
or a District Representative as sufficient evidence of the facts therein
contained and prior to the occurrence of an Event of Default of which the
Trustee has been given notice or is deemed to have notice, as provided
in Section 7.02(i), shall also be at liberty to accept a similar certificate to
the effect that any particular dealing, transaction or action is necessary or
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expedient, but may at its discretion secure such further evidence deemed
by it to be necessary or advisable, but shall in no case be bound to secure
the same. The Trustee may accept a certificate of a Corporation
Representative or a District Representative to the effect that an
authorization in the form therein set forth has been adopted by the
Corporation or the District, as the case may be, as conclusive evidence
that such authorization has been duly adopted, and is in full force and
effect.
(h) The permissive right of the Trustee to do things enumerated herein shall
not be construed as a duty and it shall not be answerable for other than
its negligence or willful misconduct. The immunities and exceptions from
liability of the Trustee shall extend to its officers, directors, employees and
agents.
(i) The Trustee is not required to take notice or be deemed to have notice of
any Event of Default hereunder except failure by the District to make any
of the Installment Payments to the Trustee required to be made by the
District under the Installment Sale Agreement or failure by the Corporation
or the District to file with the Trustee any document required hereby or by
the Installment Sale Agreement to be so filed subsequent to the delivery
of the Certificates by a date certain, unless the Trustee is specifically
notified in writing of such default by the Corporation, the District or the
Owners of at least 25% in aggregate principal amount of Certificates then
Outstanding and all notices or other instruments required hereby or by the
Installment Sale Agreement to be delivered to the Trustee must, in order
to be effective, be delivered at the Corporate Trust Office of the Trustee,
and in the absence of such notice so delivered the Trustee may
conclusively assume there is no Event of Default except as aforesaid.
(j) At any and all reasonable times the Trustee, and its duly authorized
agents, attorneys, experts, engineers, accountants and representatives,
have the right (but not the duty) to inspect the Wastewater System
including all books, papers and records of the District pertaining to the
Wastewater System and the Certificates, and to take such memoranda
from and with regard thereto as may be desired.
(k) The Trustee is not required to give any bond or surety in respect of the
execution of the said trusts and powers or otherwise in respect of the
premises.
(l) Notwithstanding anything elsewhere herein with respect to the execution
of any Certificates, the withdrawal of any cash, the release of any
property, or any action whatsoever within the purview hereof, the Trustee
has the right, but is not required, to demand any showings, certificates,
opinions, appraisals or other information, or corporate action or evidence
thereof, in addition to that by the terms hereof required as a condition of
such action, by the Trustee deemed desirable for the purpose of
establishing any right to the execution of any Certificates, the withdrawal
of any cash, or the taking of any other action by the Trustee.
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(m) Before taking any action referred to in Article XI at the direction of the
Certificate Owners, the Trustee may require that a satisfactory indemnity
bond or other indemnification acceptable to the Trustee be furnished by
the Certificate Owners, or any of them, for the reimbursement of all
expenses to which it may be put and to protect it against all liability, except
liability which is adjudicated to have resulted from its negligence or willful
misconduct in connection with any such action.
(n) All moneys received by the Trustee shall, until used or applied or invested
as herein provided, be held in trust for the purposes for which they were
received but need not be segregated from other funds except to the extent
required by law. The Trustee has no liability for interest on any moneys
received hereunder except such as may be agreed upon.
(o) The Trustee is not responsible for the sufficiency of the Installment Sale
Agreement or its right to receive moneys under the Installment Sale
Agreement.
(p) The Trustee is not liable with respect to any action taken or omitted to be
taken by it in good faith in accordance with the direction of the Owners of
a majority in aggregate principal amount of the Outstanding Certificates
relating to the time, method and place of conducting any proceeding for
any remedy available to the Trustee, or exercising any trust or power
conferred upon the Trustee, hereunder.
(q) The Trustee is not liable for any error of judgment made by a responsible
officer of the Trustee unless it shall be proved that the Trustee was
negligent in ascertaining the pertinent facts relating thereto.
(r) The Trustee has no responsibility or liability with respect to any
information, statements or recital in any offering memorandum or other
disclosure material prepared or distributed with respect to the issuance of
the Certificates.
(s) The Trustee’s rights to immunities and protection from liability hereunder
and its rights to payment of its fees and expenses survive its resignation
or removal and final payment or discharge of the Certificates.
(t) The Trustee is not liable in connection with the performance of its duties
hereunder, except for its own negligence or willful misconduct.
(u) The Trustee shall have the right to accept and act upon instructions,
including funds transfer instructions (“Instructions”) given pursuant to this
Trust Agreement and delivered using Electronic Means ("Electronic
Means" shall mean the following communications methods: e-mail,
facsimile transmission, secure electronic transmission containing
applicable authorization codes, passwords and/or authentication keys
issued by the Trustee, or another method or system specified by the
Trustee as available for use in connection with its services hereunder);
provided, however, that the District and the Corporation shall provide to
the Trustee an incumbency certificate listing officers with the authority to
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provide such Instructions (“Authorized Officers”) and containing specimen
signatures of such Authorized Officers, which shall be amended by the
District and the Corporation whenever a person is to be added or deleted
from the listing. If the District or Corporation elects to give the Trustee
Instructions using Electronic Means and the Trustee in its discretion elects
to act upon such Instructions, the Trustee’s understanding of such
Instructions shall be deemed controlling. The District and Corporation
understand and agree that the Trustee cannot determine the identity of
the actual sender of such Instructions and that the Trustee shall
conclusively presume that directions that purport to have been sent by an
Authorized Officer listed on the incumbency certificate provided to the
Trustee have been sent by such Authorized Officer. The District and
Corporation shall be responsible for ensuring that only Authorized Officers
transmit such Instructions to the Trustee and that the District, the
Corporation and all Authorized Officers are solely responsible to
safeguard the use and confidentiality of applicable user and authorization
codes, passwords and/or authentication keys upon receipt by the District
or Corporation. The Trustee shall not be liable for any losses, costs or
expenses arising directly or indirectly from the Trustee’s reliance upon and
compliance with such Instructions notwithstanding such directions conflict
or are inconsistent with a subsequent written instruction. The District and
the Corporation agree: (i) to assume all risks arising out of the use of
Electronic Means to submit Instructions to the Trustee, including without
limitation the risk of the Trustee acting on unauthorized Instructions, and
the risk of interception and misuse by third parties; (ii) that it is fully
informed of the protections and risks associated with the various methods
of transmitting Instructions to the Trustee and that there may be more
secure methods of transmitting Instructions than the method(s) selected
by the District and the Corporation; (iii) that the security procedures (if any)
to be followed in connection with its transmission of Instructions provide
to it a commercially reasonable degree of protection in light of its particular
needs and circumstances; and (iv) to notify the Trustee immediately upon
learning of any compromise or unauthorized use of the security
procedures.
(v) The Trustee shall not be responsible or liable for any failure or delay in
the performance of its obligations under this Agreement arising out of or
caused, directly or indirectly, by circumstances beyond its reasonable
control, including, without limitation, acts of God; earthquakes; fire; flood;
hurricanes or other storms; wars; terrorism; similar military disturbances;
sabotage; epidemic; pandemic; riots; interruptions; loss or malfunctions of
utilities, computer (hardware or software) or communications services;
accidents; labor disputes; acts of civil or military authority or governmental
action; it being understood that the Trustee shall use commercially
reasonable efforts which are consistent with accepted practices in the
banking industry to resume performance as soon as reasonably
practicable under the circumstances.
(w) In acting or omitting to act pursuant to the Installment Sale Agreement or
any other documents executed in connection herewith or therewith, the
Trustee shall be entitled to all of the rights, immunities and indemnities
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accorded to it under this Trust Agreement and the Installment Sale
Agreement, including, but not limited to, this Article VII.
SECTION 7.03. Fees, Charges and Expenses of Trustee. The Trustee shall be paid
and reimbursed by the District and the Corporation for reasonable fees for its services rendered
hereunder and all advances, counsel fees (including expenses) and other expenses
reasonably and necessarily made or incurred by the Trustee in connection with such services.
Upon the occurrence of an Event of Default, but only upon such occurrence, the Trustee shall
have a first lien with right of payment prior to payment on account of principal, premium, if any,
and interest represented by any Certificate upon the amounts held hereunder for the foregoing
fees, charges and expenses incurred by it respectively. When the Trustee incurs expenses or
renders services after the occurrence of an Event of Default, such expenses and the
compensation for such services are intended to constitute expenses of administration under
any federal or state bankruptcy, insolvency, arrangement, moratorium, reorganization or other
debtor relief law.
SECTION 7.04. Notice to Certificate Owners of Default. If an Event of Default occurs of
which the Trustee has been given or is deemed to have notice, as provided in Section 7.02(i),
then the Trustee shall promptly give written notice thereof by first class mail, postage prepaid,
by first class mail, postage prepaid, to the Owner of each Outstanding Certificate, unless such
Event of Default shall have been cured before the giving of such notice; provided, however,
that unless such Event of Default consists of the failure by the District to make any Installment
Payment when due, the Trustee may elect not to give such notice to the Certificate Owners if
and so long as the Trustee in good faith determines that it is in the best interests of the
Certificate Owners not to give such notice.
SECTION 7.05. Removal of Trustee. So long as no Event of Default has occurred and
is continuing the District may, upon at least 30 days’ prior written notice and with the consent
of the Corporation (such consent not to be unreasonably withheld), remove the Trustee initially
appointed, and any successor thereto, by an instrument or concurrent instruments in writing
delivered to the Trustee and the Corporation, and may appoint a successor or successors
thereto; provided that any such successor shall be a commercial bank or trust company
meeting the requirements set forth in Section 7.01.
SECTION 7.06. Resignation by Trustee. The Trustee and any successor Trustee may
at any time resign by giving written notice by registered or certified mail to the District. Upon
receiving such notice of resignation, the District shall promptly appoint a successor Trustee.
Any resignation or removal of the Trustee and appointment of a successor Trustee shall be
effective upon acceptance of appointment by the successor Trustee. Upon such acceptance,
the District shall mail notice thereof to the Certificate Owners at their respective addresses set
forth on the Registration Books.
SECTION 7.07. Appointment of Successor Trustee. In the event of the removal or
resignation of the Trustee under Sections 7.05 or 7.06, respectively, with the prior written
consent of the Corporation, the District shall promptly appoint a successor Trustee. If the
District for any reason whatsoever fails to appoint a successor Trustee within 30 days following
the delivery to the Trustee of the instrument described in Section 7.05 or within 30 days
following the receipt of notice by the District under Section 7.06, at the expense of the District
the Trustee may apply to a court of competent jurisdiction for the appointment of a successor
Trustee meeting the requirements of Section 7.01. Any such successor Trustee appointed by
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such court shall be the successor Trustee hereunder notwithstanding any action by the District
purporting to appoint a successor Trustee following the expiration of such 30 day period.
SECTION 7.08. Merger or Consolidation. Any company or association into which the
Trustee may be merged or converted or with which it may be consolidated or any company
resulting from any merger, conversion or consolidation to which it shall be a party or any
company or association to which the Trustee may sell or transfer all or substantially all of its
corporate trust business, provided that such company or association shall be eligible under
Section 7.01, shall be the successor to the Trustee and vested with all of the title to the trust
estate and all of the trusts, powers, discretions, immunities, privileges and all other matters as
was its predecessor, without the execution or filing of any paper or further act, anything herein
to the contrary notwithstanding.
SECTION 7.09. Concerning any Successor Trustee. Every successor Trustee
appointed hereunder shall execute, acknowledge and deliver to its predecessor and also to
the Corporation and the District an instrument in writing accepting such appointment hereunder
and thereupon such successor, without any further act, deed or conveyance, shall be fully
vested with all the estates, properties, rights, powers, trusts, duties and obligations of its
predecessors; but such predecessor shall, nevertheless, on the written request of the
Corporation, or of its successor, execute and deliver an instrument transferring to such
successor all the estates, properties, rights, powers and trusts of such predecessor hereunder;
and every predecessor Trustee shall deliver all securities and moneys held by it as the Trustee
hereunder to its successor. Should any instrument in writing from the Corporation be required
by any successor Trustee for more fully and certainly vesting in such successor the estate,
rights, powers and duties hereby vested or intended to be vested in the predecessor, any and
all such instruments in writing shall, on request, be executed, acknowledged and delivered by
the Corporation.
SECTION 7.10. Non-Liability of Trustee. The recitals, statements and representations
by the District and the Corporation contained herein or in the Certificates shall be taken and
construed as made by and on the part of the District and the Corporation, as the case may be,
and not by the Trustee, and the Trustee does not assume, and shall not have, any
responsibility or obligation for the correctness of any thereof.
The Trustee makes no representation or warranty, express or implied as to the title,
value, design, compliance with specifications or legal requirements, quality, durability,
operation, condition, merchantability or fitness for any particular purpose or fitness for the use
contemplated by the District of the Wastewater System. In no event shall the Trustee be liable
for special or consequential damages in connection with or arising from the Installment Sale
Agreement for the existence, furnishing or use of the Wastewater System.
SECTION 7.11. Nature of Trust Engagement. The Trustee undertakes to perform such
duties and only such duties as are specifically set forth herein and no implied covenants or
obligations shall be read into the Trust Agreement against the Trustee. In accepting the trusts
hereby created, the Trustee acts solely as Trustee and not in its individual capacity and all
persons, including without limitation the Certificate Owners, the District and the Corporation
having any claim against the Trustee arising from the Trust Agreement shall look only to the
funds and accounts hereunder for payment except as otherwise provided herein. Under no
circumstances shall the Trustee be liable in its individual capacity for the obligations
represented by the Certificates.
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ARTICLE VIII
MODIFICATION OR AMENDMENT OF AGREEMENTS
SECTION 8.01. Amendments Permitted Without Consent of Owners. This Trust
Agreement and the rights and obligations of the Owners of the Certificate, and the Installment
Sale Agreement and the rights and obligations of the respective parties thereto, may be
modified or amended at any time by a supplemental agreement, without the consent of any of
the Certificate Owners, only to the extent permitted by law and only for any one or more of the
following reasons:
(a) to add to the covenants and agreements of any party, other covenants to
be observed, or to surrender any right or power herein reserved to the
District,
(b) to cure, correct or supplement any ambiguous or defective provision
contained herein or therein,
(c) in any respect whatsoever in regard to questions arising hereunder or
thereunder, as the parties hereto or thereto may deem necessary or
desirable and which do not, as evidenced by an opinion of Bond Counsel,
materially adversely affect the interests of the Owners of the Certificates,
(d) to provide for matters relating to the issuance of Parity Obligations, or
(e) to amend any provision hereof relating to the Tax Code, to any extent
whatsoever but only if and to the extent such amendment does not, as
evidenced by an opinion of Bond Counsel, adversely affect the exclusion
from gross income of interest represented by the Certificates for federal
income tax purposes.
Any such supplemental agreement entered into under this Article VII will be effective
upon execution and delivery by the parties hereto or thereto as the case may be. The Trustee
may obtain an opinion of Independent Counsel stating that any amendment to be
accomplished by a supplemental agreement entered into under Sections 8.01 or 8.02 complies
with the provisions of this Article VIII and the Trustee may conclusively rely on such opinion.
SECTION 8.02. Amendments Permitted With Consent of Owners. Except as permitted
under Section 8.01, this Trust Agreement and the rights and obligations of the Owners of the
Certificates, and the Installment Sale Agreement and the rights and obligations of the parties
thereto, may be modified or amended at any time by a supplemental agreement which will be
effective when the written consents of the Owners of a majority in aggregate principal amount
of the Certificates then Outstanding, exclusive of Certificates disqualified as provided in
Section 12.03, have been filed with the Trustee.
No modification or amendment under this Section 8.02 may (a) extend or have the
effect of extending the fixed maturity of any Certificate or reducing the interest rate with respect
thereto or extending the time of payment of interest, or reducing the amount of principal thereof
or reducing any premium payable upon the prepayment thereof, without the express consent
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of the Owner of such Certificate, or (b) reduce or have the effect of reducing the percentage of
Certificates required for the affirmative vote or written consent to an amendment or modification
of the Installment Sale Agreement, without the consent of the Owners of 100% in aggregate
principal amount of the Outstanding Certificates, or (c) modify any of the rights or obligations
of the Trustee without its written assent thereto.
Any such supplemental agreement may not take effect unless there is filed with the
Trustee the written consents of the Owners of a majority in aggregate principal amount of the
Certificates then Outstanding (exclusive of Certificates disqualified as provided in Section
12.04) and the Trustee has given the notice required below. Each such consent shall be
effective only if accompanied by proof of ownership of the Certificates for which such consent
is given, which shall be such as is permitted by Section 2.10. Any such consent shall be
binding upon the Owner of the Certificate giving such consent and on any subsequent Owner
(whether or not such subsequent Owner has notice thereof) unless such consent is revoked in
writing by the Owner giving such consent or a subsequent Owner by filing such revocation with
the Trustee prior to the date when the notice hereinafter in this Section provided for has been
mailed.
After the Owners of the required percentage of Certificates have filed their consents to
such supplemental agreement, the Trustee shall mail a notice to the Owners of the Certificates
in the manner hereinbefore provided in this Section for the mailing of such supplemental
agreement of the notice of adoption thereof, stating in substance that such supplemental
agreement has been consented to by the Owners of the required percentage of Certificates
and will be effective as provided in this Section (but failure to mail copies of said notice will not
affect the validity of such supplemental agreement or consents thereto). A record, consisting
of the papers required by this Section to be filed with the Trustee, shall be conclusive proof of
the matters therein stated. Such supplemental agreement shall take effect upon the mailing
of such last-mentioned notice, and such supplemental agreement shall be deemed
conclusively binding upon the parties hereto, the Owners of all Certificates at the expiration of
60 days after such filing, except in the event of a final decree of a court of competent jurisdiction
setting aside such consent in a legal action or equitable proceeding for such purpose
commenced within such 60-day period.
SECTION 8.03. Effect of Supplemental Agreement. From and after the time any
supplemental agreement takes effect under this Article VIII, this Trust Agreement or the
Installment Sale Agreement, as the case may be, shall be deemed to be modified and
amended in accordance therewith, the respective rights, duties and obligations of the parties
hereto or thereto and all Owners of Certificates Outstanding, as the case may be, shall
thereafter be determined, exercised and enforced hereunder subject in all respects to such
modification and amendment, and all the terms and conditions of any supplemental agreement
shall be deemed to be part of the terms and conditions of this Trust Agreement or the
Installment Sale Agreement for any and all purposes.
SECTION 8.04. Endorsement or Replacement of Certificates Delivered After
Amendments. The District may determine that Certificates shall bear a notation, by
endorsement or otherwise, in form approved by the District, as to such action. In that case,
upon demand of the Owner of any Certificate Outstanding at such effective date and
presentation of such Owner’s Certificate for the purpose at the Corporate Trust Office of the
Trustee, a suitable notation shall be made on such Certificate. The District may determine that
the delivery of substitute Certificates is necessary, so modified as in the opinion of the District
to conform to such Certificate Owners’ action, which shall thereupon be prepared, executed
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and delivered at the expense of the District. In that case, upon demand of the Owner of any
Certificate then Outstanding, such substitute Certificate shall be exchanged at the Corporate
Trust Office of the Trustee, without cost to such Owner, for a Certificate of the same character
then Outstanding, upon surrender of such Outstanding Certificate.
SECTION 8.05. Amendatory Endorsement of Certificates. The provisions of this Article
VIII do not prevent any Certificate Owner from accepting any amendment as to the particular
Certificates held by such Owner, provided that proper notation thereof is made on such
Certificates.
ARTICLE IX
OTHER COVENANTS
SECTION 9.01. Compliance With and Enforcement of Installment Sale Agreement. The
District covenants and agrees with the Trustee, for the benefit of the Owners of the Certificates,
to perform all obligations and duties imposed on it under the Installment Sale Agreement.
SECTION 9.02. Observance of Laws and Regulations. The District will observe and
perform all valid and lawful obligations or regulations now or hereafter imposed on it by
contract, or prescribed by any law of the United States, or of the State of California, or by any
officer, board or commission having jurisdiction or control, as a condition of the continued
enjoyment of any and every right, privilege or franchise now owned or hereafter acquired by
the District, including its right to exist and carry on business as a public agency, to the end that
such rights, privileges and franchises shall be maintained and preserved, and shall not be
abandoned, forfeited or in any manner impaired.
SECTION 9.03. Recordation and Filing. The District shall record and file all such
documents as may be required by law (and shall take all further actions which may be
necessary or be reasonably required by the Trustee (the Trustee having no duty to so require)),
all in such manner, at such times and in such places as may be required by law in order fully
to preserve, protect and perfect the security of the Trustee and the Certificate Owners.
SECTION 9.04. Tax Covenants .
(a) Private Business Use Limitation. The District shall assure that the proceeds of the
Certificates are not so used as to cause either Series of the Certificates to satisfy the private
business tests of Section 141(b) of the Tax Code or the private loan financing test of Section
141(c) of the Tax Code.
(b) Federal Guarantee Prohibition. The District shall not take any action or permit or
suffer any action to be taken if the result of the same would be to cause the either Series of
the Certificates to be “federally guaranteed” within the meaning of Section 149(b) of the Tax
Code.
(c) No Arbitrage. The District shall not take, or permit or suffer to be taken by the
Trustee or otherwise, any action with respect to the proceeds of the Certificates or of any other
obligations which, if such action had been reasonably expected to have been taken, or had
been deliberately and intentionally taken, on the Closing Date, would have caused either
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Series of the Certificates to be “arbitrage bonds” within the meaning of Section 148(a) of the
Tax Code.
(d) Rebate of Excess Investment Earnings to United States. The District shall
calculate or cause to be calculated the Excess Investment Earnings in all respects at the times
and in the manner required under the Tax Code. The District shall pay the full amount of
Excess Investment Earnings to the United States of America in such amounts, at such times
and in such manner as may be required under the Tax Code. Such payments shall be made
by the District from any source of legally available funds of the District.
The District shall keep or cause to be kept, and retain or cause to be retained for a
period of six years following the retirement of the Certificates, records of the determinations
made under this subsection (d). In order to provide for the administration of this subsection
(d), the District may provide for the employment of independent attorneys, accountants and
consultants compensated on such reasonable basis as the District may deem appropriate.
(e) Maintenance of Tax-Exemption. The District shall take all actions necessary to
assure the exclusion of the interest component of the Installment Payments from the gross
income of the owners of the Certificates to the same extent as such interest is permitted to be
excluded from gross income under the Tax Code as in effect on the date of issuance of the
Certificates.
The Trustee has no duty or obligation to monitor or enforce compliance by the District
of any of the requirements herein.
SECTION 9.05. Continuing Disclosure. The District hereby covenants and agrees that
it will comply with and carry out all of the provisions of that certain Continuing Disclosure
Certificate executed by the District as of the Closing Date, as originally executed and as it may
be amended from time to time in accordance with its terms. Notwithstanding any other
provision of this Trust Agreement, failure of the District to comply with such Continuing
Disclosure Certificate does not constitute an Event of Default, although any Owner or beneficial
owner of the Certificates may take such actions as are granted to it under the Continuing
Disclosure Certificate.
SECTION 9.06. Further Assurances. The Corporation and the District will make,
execute and deliver any and all such further resolutions, instruments and assurances as may
be reasonably necessary or proper to carry out the intention or to facilitate the performance
hereof and of the Installment Sale Agreement, and for the better assuring and confirming unto
the Owners of the Certificates the rights and benefits provided herein.
ARTICLE X
LIMITATION OF LIABILITY
SECTION 10.01. Limited Liability of District and Corporation. Except for the payment of
Installment Payments when due in accordance with the Installment Sale Agreement and the
performance of the other covenants and agreements of the District contained in the Installment
Sale Agreement and herein, the District has no pecuniary obligation or liability to the
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Corporation, the Trustee or the Owners of the Certificates with respect hereto or the terms,
execution, delivery or transfer of the Certificates, or the distribution of Installment Payments to
the Owners by the Trustee, except as expressly set forth herein.
The Corporation has no pecuniary obligation or liability to the District or the Trustee, or
to any of the Owners of the Certificates, with respect to the performance by the District of its
obligations under the Installment Sale Agreement or this Trust Agreement, with respect hereto
or the terms, execution, delivery or transfer of the Certificates, or with respect to the distribution
of Installment Payments to the Owners by the Trustee.
SECTION 10.02. No Liability for Trustee Performance. Neither the District nor the
Corporation has any obligation or liability with respect to the performance by the Trustee of
any duty imposed upon it hereunder.
SECTION 10.03. Indemnification of Corporation and Trustee. The District shall
indemnify and save the Corporation and Trustee, and their respective officers, agents,
directors and employees, harmless from and against all claims, losses, costs, expenses,
liability and damages, including legal fees and expenses, arising out of or in connection with
any of the following:
(a) the use, maintenance, condition or management of, or from any work or
thing done on, the Wastewater System by the District,
(b) any breach or default on the part of the District in the performance of any
of its obligations hereunder and any other agreement made and entered
into for purposes of the Wastewater System,
(c) any act of the District or of any of its agents, contractors, servants,
employees, licensees with respect to the Wastewater System,
(d) any act of any assignee of, or purchaser from the District or of any of its
agents, contractors, servants, employees or licensees with respect to the
Wastewater System,
(e) the actions of any other party, including but not limited to the ownership,
operation or use of the Wastewater System by the District,
(f) the Trustee’s exercise and performance of its powers and duties
hereunder or under the Installment Sale Agreement, or
(g) the execution, delivery and sale of the Certificates.
No indemnification will be made under this Section or elsewhere herein for willful
misconduct or gross negligence by the Trustee or the Corporation, or their respective officers,
agents, employees, successors or assigns. The District’s obligations under this Section shall
remain valid and binding notwithstanding the maturity and payment of the Certificates or the
resignation or removal of the Trustee.
SECTION 10.04. Opinion of Counsel. Before being required to take any action, the
Trustee may require an opinion of counsel acceptable to the Trustee, or an opinion of Bond
Counsel acceptable to the Trustee with respect to any federal tax matters, or a verified
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certificate of any party hereto, or both, concerning the proposed action. If it does so in good
faith, Trustee shall be absolutely protected in relying conclusively on any such opinion or
certificate obtained by the Trustee.
SECTION 10.05. Limitation of Rights to Parties and Certificate Owners. Nothing herein
or in the Certificates expressed or implied is intended or shall be construed to give any person
other than the District, the Corporation, the Trustee, and the Owners of the Certificates, any
legal or equitable right, remedy or claim under or in respect hereof or any covenant, condition
or provision hereof; and all such covenants, conditions and provisions are and shall be for the
sole and exclusive benefit of the District, the Corporation, the Trustee, and the Owners.
ARTICLE XI
REMEDIES OF CERTIFICATE OWNERS
SECTION 11.01. Assignment of Rights. Under Section 5.01, the Corporation transfers,
assigns and sets over to the Trustee all of the Corporation’s rights in and to the Installment
Sale Agreement (excepting only the Corporation’s rights under Sections 4.7, 5.2 and 6.4
thereof and its rights to give approvals and consents thereunder), including without limitation
all of the Corporation’s rights to exercise such rights and remedies conferred on the
Corporation under the Installment Sale Agreement as may be necessary or convenient (a) to
enforce payment of the Installment Payments and any other amounts required to be deposited
in the Installment Payment Fund, and (b) otherwise to exercise the Corporation’s rights and
take any action to protect the interests of the Trustee or the Certificate Owners upon the
occurrence of an Event of Default.
SECTION 11.02. Remedies. If an Event of Default happens, then and in each and every
such case during the continuance of such Event of Default, the Trustee may, and at the written
direction of the Owners of a majority in aggregate principal amount of the Certificates then
Outstanding the Trustee (to the extent indemnified as provided herein) shall, exercise any and
all remedies available under law or granted under the Installment Sale Agreement.
SECTION 11.03. Application of Funds. All moneys held by the Trustee, or received by
the Trustee as a result of any right given or action taken under the provisions of this Article XI
or Article VI of the Installment Sale Agreement, shall be applied by the Trustee in the following
order:
First, to the payment of the fees, costs and expenses of the Trustee and
of the Certificate Owners in declaring and enforcing such Event of Default,
including reasonable compensation to its or their agents, attorneys and counsel,
and any outstanding fees and expenses of the Trustee;
Second, to the payment of the whole amount then owing and unpaid
with respect to the Certificates for principal and interest, with interest on the
overdue principal and installments of interest at the Overdue Rate (but such
interest on overdue installments of interest shall be paid only to the extent funds
are available therefor following payment of principal and interest and interest
on overdue principal, as aforesaid), and in case such moneys shall be
insufficient to pay in full the whole amount so owing and unpaid with respect to
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the Certificates, then to the payment of such principal and interest without
preference or priority of principal over interest, or of interest over principal, or of
any installment of interest over any other installment of interest, ratably to the
aggregate of such principal and interest.
SECTION 11.04. Institution of Legal Proceedings. If one or more Events of Default
happens and is continuing, the Trustee in its discretion may, and upon the written request of
the Owners of a majority in principal amount of the Certificates then Outstanding, and upon
being indemnified to its satisfaction therefor, shall, proceed to protect or enforce its rights or
the rights of the Owners of Certificates by a suit in equity or action at law, either for the specific
performance of any covenant or agreement contained herein, or in aid of the execution of any
power herein granted, or by mandamus or other appropriate proceeding for the enforcement
of any other legal or equitable remedy as the Trustee shall deem most effectual in support of
any of its rights or duties hereunder. Nothing herein shall be deemed to authorize the Trustee
to authorize or consent to or accept or adopt on behalf of any Owner any plan of reorganization,
arrangement, adjustment, or composition affecting the Certificates or the rights of any Owner
thereof, or to authorize the Trustee to vote in respect of the claim of any Owner in any such
proceeding without the approval of the Owners so affected.
SECTION 11.05. Non-waiver. Nothing in this Article XI or in any other provision hereof
or in the Certificates, affects or impairs the obligation of the District, which is absolute and
unconditional, to pay or prepay the Installment Payments as provided in the Installment Sale
Agreement, or affect or impair the right of action, which is also absolute and unconditional, of
the Certificate Owners to institute suit to enforce and collect such payment. No delay or
omission of the Trustee or any Owner of any of the Certificates to exercise any right or power
arising upon the happening of any Event of Default shall impair any such right or power or shall
be construed to be a waiver of any such Event of Default or an acquiescence therein, and
every power and remedy given by this Article XI to the Trustee or the Owners of Certificates
may be exercised from time to time and as often as shall be deemed expedient by the Trustee
or the Certificate Owners.
SECTION 11.06. Remedies Not Exclusive. No remedy herein conferred upon or
reserved to the Trustee or the Certificate Owners is intended to be exclusive of any other
remedy, and every such remedy shall be cumulative and shall be in addition to every other
remedy given hereunder or now or hereafter existing, at law or in equity or by statute or
otherwise.
SECTION 11.07. Power of Trustee to Control Proceedings. If the Trustee takes any
action upon the occurrence of an Event of Default, by judicial proceedings or otherwise,
pursuant to its duties hereunder, whether upon its own discretion or upon the request of the
Owners of a majority in aggregate principal amount of the Certificates then Outstanding, then
the Trustee has full power, in the exercise of its discretion for the best interests of the Owners
of the Certificates, with respect to the continuance, discontinuance, withdrawal, compromise,
settlement or other disposal of such action.
SECTION 11.08. Limitation on Certificate Owners’ Right to Sue. No Owner of any
Certificate executed and delivered hereunder has the right to institute any suit, action or
proceeding at law or in equity, for any remedy under or upon this Trust Agreement, unless (a)
such Owner has previously given to the Trustee written notice of the occurrence of an Event
of Default hereunder; (b) the Owners of a majority in aggregate principal amount of all the
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Certificates then Outstanding have made written request upon the Trustee to exercise the
powers hereinbefore granted or to institute such action, suit or proceeding in its own name; (c)
said Owners have tendered to the Trustee reasonable indemnity against the costs, expenses
and liabilities to be incurred in compliance with such request; and (d) the Trustee has refused
or omitted to comply with such request for a period of 60 days after such written request has
been received by, and said tender of indemnity has been made to, the Trustee.
Such notification, request, tender of indemnity and refusal or omission are hereby
declared, in every case, to be conditions precedent to the exercise by any Owner of Certificates
of any remedy hereunder; it being understood and intended that no one or more Owners of
Certificates have any right in any manner whatever by its or their action to enforce any right
hereunder, except in the manner herein provided, and that all proceedings at law or in equity
with respect to an Event of Default shall be instituted, had and maintained in the manner herein
provided and for the equal benefit of all Owners of the Outstanding Certificates.
The right of any Owner of any Certificate to receive payment of said Owner’s direct,
undivided fractional interest in the Installment Payments as the same come due, or to institute
suit for the enforcement of such payment, shall not be impaired or affected without the consent
of such Owner, notwithstanding the foregoing provisions of this Section or any other provision
hereof.
ARTICLE XII
MISCELLANEOUS
SECTION 12.01. Discharge of this Trust Agreement. If and when the obligations
represented by any Outstanding Certificates shall be paid and discharged in any one or more
of the following ways:
(a) by paying or causing to be paid the principal of and interest and
prepayment premiums (if any) represented by such Certificates
Outstanding, as and when the same become due and payable; or
(b) by irrevocably depositing with the Trustee or any fiduciary, under an
escrow deposit and trust agreement, security for the payment of
Installment Payments relating to such Certificates as more particularly
described in Section 7.1 of the Installment Sale Agreement, said security
to be held by the Trustee on behalf of the District to be applied by the
Trustee or by such fiduciary to pay or prepay such Installment Payments
as the same become due, under Section 7.1 of the Installment Sale
Agreement;
then, notwithstanding that such Certificates shall not have been surrendered for payment, all
rights hereunder of the Owners of such Certificates and all obligations of the Corporation, the
Trustee and the District with respect to such Certificates shall cease and terminate, except
only the obligations of the Trustee under Sections 2.07 and 2.08, and the obligation of the
Trustee to pay or cause to be paid, from Installment Payments paid by or on behalf of the
District from funds deposited under the preceding paragraph (b) of this Section, to the Owners
of such Certificates not so surrendered and paid all sums represented thereby when due and
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in the event of deposits under the preceding paragraph (b), such Certificates shall continue to
represent direct, undivided fractional interests of the Owners thereof in the Installment
Payments.
Any funds held by the Trustee, at the time of discharge of the obligations represented
by all Outstanding Certificates as a result of one of the events described in the preceding
paragraphs (a) or (b) of this Section, which are not required for the payment to be made to
Owners, shall, upon payment in full of all fees and expenses of the Trustee (including attorneys’
fees), be paid over to the District.
SECTION 12.02. Notices. Any notice, request, complaint, demand or other
communication hereunder shall be given by first class mail or personal delivery to the party
entitled thereto at its address set forth below, or by electronic mail or other form of
telecommunication, at its number or electronic mail address set forth below. Notice shall be
effective either (a) upon transmission by electronic mail or other form of telecommunication,
(b) upon actual receipt after deposit in the United States mail, postage prepaid, or (c) in the
case of personal delivery to any person, upon actual receipt. The District, the Corporation, the
Trustee may, by written notice to the other parties, from time to time modify the address or
number to which communications are to be given hereunder.
If to the District: South Tahoe Public Utility District
1275 Meadow Crest Drive
South Lake Tahoe, California 96150-7401
Attention: Chief Financial Officer
Email: info@stpud.us
If to the Corporation: CSDA Finance Corporation
c/o California Special Districts Association
1112 I Street, Suite 200
Sacramento, CA 95814
Attention: Chief Executive Officer
Email: _____________________
If to the Trustee: U.S. Bank Trust Company, National Association
1 California Street, Suite 1000
San Francisco, CA 94111
Attention: Corporate Trust Department
Email: _______________________
SECTION 12.03. Records. The Trustee shall keep complete and accurate records of
all moneys received and disbursed hereunder by the Trustee, which shall be available for
inspection by the District, the Corporation and any Owner, or the agent of any of them, upon
prior written request during regular business hours.
SECTION 12.04. Disqualified Certificates. In determining whether the Owners of the
requisite aggregate principal amount of Certificates have concurred in any demand, request,
direction, consent or waiver hereunder, Certificates which are owned or held by or for the
account of the District or the Corporation (but excluding Certificates held in any employees’
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retirement fund) shall be disregarded and deemed not to be Outstanding for the purpose of
any such determination, provided, however, that for the purpose of determining whether the
Trustee shall be protected in relying on any such demand, request, direction, consent or
waiver, only Certificates which the Trustee actually knows to be so owned or held shall be
disregarded and provided, further, that if all Certificates are so owned or held, then no such
Certificates shall be disregarded, and shall be deemed to be Outstanding hereunder.
SECTION 12.05. Payment of Certificates After Discharge. Notwithstanding any
provisions hereof, but subject to any applicable laws of the State of California relating to the
escheat of funds or property, any moneys held by the Trustee for the payment of the principal
or interest represented by any Certificates and remaining unclaimed for two years after the
principal represented by all of the Certificates has become due and payable (whether at
maturity or upon call for prepayment or by acceleration as provided herein), if such moneys
were so held at such date, or two years after the date of deposit of such moneys if deposited
after said date when all of the Certificates became due and payable, shall be repaid to the
District free from the trusts created hereby upon, and all liability of the Trustee with respect to
such moneys shall thereupon cease; provided, however, that before the repayment of such
moneys to the District as aforesaid, the Trustee may (at the cost of the District) first mail, by
first class mail postage prepaid, to the Owners of Certificates which have not yet been paid
(without liability for interest), at the respective addresses shown on the Registration Books, a
notice, in such form as may be deemed appropriate by the Trustee with respect to the
Certificates so payable and not presented and with respect to the provisions relating to the
repayment to the District of the moneys held for the payment thereof.
SECTION 12.06. Payment on Business Days. Whenever in this Trust Agreement any
amount is required to be paid on a day which is not a Business Day, such payment shall be
required to be made on the Business Day immediately following such day, provided that
interest shall not accrue from and after such day.
SECTION 12.07. Governing Law. This Trust Agreement shall be construed and
governed in accordance with the laws of the State of California.
SECTION 12.08. Binding Effect; Successors; Benefits Limited to Parties. This Trust
Agreement shall be binding upon and inure to the benefit of the parties, and their respective
successors and assigns. Whenever herein the Corporation, the District or the Trustee is
named or referred to, such reference shall be deemed to include the successors or assigns
thereof, and all the covenants and agreements contained herein by or on behalf of the
Corporation, the District or the Trustee shall bind and inure to the benefit of the respective
successors and assigns thereof whether so expressed or not. Nothing herein expressed or
implied is intended or shall be construed to confer upon, or to give to, any person or entity,
other than the Corporation, the District, the Trustee or the Certificate Owners, any right, remedy
or claim hereunder or by reason hereof or of any covenant, condition or stipulation contained
herein. All covenants, stipulations, promises and agreements contained herein by or on behalf
of the Corporation or the District shall be for the sole and exclusive benefit of the Corporation,
the District, the Trustee and the Certificate Owners.
SECTION 12.09. Execution in Counterparts. This Trust Agreement may be executed in
several counterparts, each of which shall be an original and all of which shall constitute but
one and the same agreement.
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SECTION 12.10. Delivery of Canceled Certificates. Whenever provision is made herein
for the surrender to or cancellation by the Trustee of any Certificates, the Trustee shall cancel
and destroy such Certificates and, upon request, shall deliver a certificate of destruction with
respect thereto to the District.
SECTION 12.11. Corporation and District Representatives. Whenever under the
provisions hereof the approval of the Corporation or the District is required, or a written
certificate, requisition, direction or order is required to be delivered by the District or the
Corporation to the Trustee, or the Corporation or the District is required to take some action at
the request of the other, such approval or such request shall be given, and such certificate,
requisition, direction or order shall be executed, for the Corporation by an Corporation
Representative and for the District by a District Representative, and any party hereto shall be
authorized to rely upon any such approval, request, certificate, requisition, direction or order.
SECTION 12.12. Waiver of Notice. Whenever the giving of notice by mail or otherwise
is required hereunder, the giving of such notice may be waived in writing by the person entitled
to receive such notice and in any case the giving or receipt of such notice shall not be a
condition precedent to the validity of any action taken in reliance upon such waiver.
SECTION 12.13. Severability of Invalid Provisions. In case any one or more of the
provisions contained herein or in the Certificates shall for any reason be held to be invalid,
illegal or unenforceable in any respect, then such invalidity, illegality or unenforceability shall
not affect any other provision hereof, and this Trust Agreement shall be construed as if such
invalid or illegal or unenforceable provision had never been contained herein. The parties
hereto hereby declare that they would have entered into this Trust Agreement and each and
every other section, paragraph, sentence, clause or phrase hereof and authorized the delivery
of the Certificates pursuant thereto irrespective of the fact that any one or more sections,
paragraphs, sentences, clauses or phrases hereof may be held illegal, invalid or
unenforceable.
Remainder of page intentionally left blank. Signatures on following page.
Trust Agreement
[SIGNATURE PAGE]
IN WITNESS WHEREOF, the parties have executed this Trust Agreement as of the
date and year first above written.
SOUTH TAHOE PUBLIC UTILITY DISTRICT
By
General Manager
Attest
Secretary
CSDA FINANCE CORPORATION
By
Chief Executive Officer
Attest
Secretary
U.S. BANK TRUST COMPANY, NATIONAL
ASSOCIATION, as Trustee
By
Vice President
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APPENDIX A
DEFINED TERMS
“Acquisition and Construction” means, with respect to the Project, the acquisition,
construction, improvement, equipping, renovation, remodeling or reconstruction thereof.
“Additional Revenues” means, with respect to the issuance of any Parity Obligations,
any or all of the following amounts:
(a) An allowance for Net Revenues from any additions or improvements to or
extensions of the Wastewater System to be made by the District during
the 36 month period following the issuance of such Parity Obligations, in
an amount equal to 100% of the estimated additional average annual Net
Revenues to be derived from all properties which are improved with a
structure the construction of which has been completed prior to the date
of issuance of such Parity Obligations and to which service will be
provided by such additions, improvements and extensions, all as shown
by the certificate or opinion of a Financial Consultant.
(b) An allowance for Net Revenues arising from any increase in the charges
made for service from the Wastewater System which has become
effective prior to the incurring of such Parity Obligations but which, during
all or any part of the most recent completed Fiscal Year for which audited
financial statements of the District are available, or for any more recent
consecutive 12-month period selected by the District under Section 5.7 of
the Installment Sale Agreement, was not in effect, in an amount equal to
the total amount by which the Net Revenues would have been increased
if such increase in charges had been in effect during the whole of such
Fiscal Year or 12-month period, all as shown by the certificate or opinion
of a Financial Consultant.
“Adjusted Operation and Maintenance Costs” means, for any period, Operation and
Maintenance Costs incurred during said period, less property taxes received by the District
during said period that are deposited into the Wastewater Fund.
“Annual Debt Service” means, for each Bond Year, the sum of (i) the interest due on
the Outstanding Certificates in such Bond Year, assuming that the Outstanding Certificates
are retired as scheduled, and (ii) the principal amount of the Outstanding Certificates due in
such Bond Year, including by reason of sinking fund redemption.
“Bond Counsel” means (a) Jones Hall, A Professional Law Corporation, or (b) any other
attorney or firm of attorneys of nationally recognized expertise with respect to legal matters
relating to obligations the interest on which is excludable from gross income for purposes of
federal income taxation under Section 103 of the Tax Code.
“Bond Year” means any 12-month period commencing on August 2 in a year and
ending on the next succeeding August 1, both dates inclusive; except that the first Bond Year
commences on the Closing Date and ends on August 1, 2025.
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“Business Day” means a day which is not a Saturday, Sunday or legal holiday on which
banking institutions in the State of California, or in any state in which the Corporate Trust Office
of the Trustee is located, are closed.
“Certificates” means the $______________ aggregate principal amount of South
Tahoe Public Utility District 2025 Wastewater Revenue Certificates of Participation executed
and delivered and at any time Outstanding hereunder.
“Closing Date” means _____________________, 2025, being the day when the
Certificates, duly executed by the Trustee, are delivered to the Original Purchaser.
“Construction Fund” means the fund by that name established and held by the Trustee
under Section 3.03.
“Corporate Trust Office” means, with respect to the Trustee, the corporate trust office
of the Trustee at its address set forth in Section 12.02, or at such other or additional offices as
may be specified by the Trustee in writing to the District; except that for purposes of the
payment, prepayment, cancellation, surrender, transfer or exchange of Certificates, such term
means the designated corporate trust operations or agency office of the Trustee.
“Corporation” means the CSDA Finance Corporation, a nonprofit public benefit
corporation duly organized and existing under the laws of the State of California, and any
successor thereto.
“Corporation Representative” means the Chief Executive Officer, President, Secretary
or Treasurer of the Corporation, or any other person authorized by resolution of the Board of
Directors of the Corporation to act on behalf of the Corporation under or with respect to the
Installment Sale Agreement and the Trust Agreement.
“Costs of Issuance” means all items of expense directly or indirectly payable by or
reimbursable to the District relating to the execution, sale and delivery of the Certificates,
including but not limited to filing and recording costs, settlement costs, underwriter’s discount,
printing costs, reproduction and binding costs, initial fees and charges of the Trustee and its
counsel, initial charges of the Corporation, out-of-pocket expenses incurred by the District,
financing discounts, legal fees and charges, financial and other professional consultant fees,
costs of rating agencies for credit ratings, fees for execution, transportation and safekeeping
of the Certificates, and charges and fees in connection with the foregoing.
“Costs of Issuance Fund” means the funds by that name established and held by the
Trustee under Section 3.02.
“Depository System Participant” means any participant in the Depository’s book-entry
system.
“District” means the South Tahoe Public Utility District, a public utility district duly
organized and existing under the Constitution and laws of the State of California, including
particularly Division 7 of the California Public Utilities Code.
“District Representative” means President of the Board of Directors, the Vice President
of the Board of Directors, the Clerk of the Board of Directors, the General Manager, the Chief
Financial Officer, or any other officer of the District duly authorized by the Board of Directors.
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“DTC” means The Depository Trust Company, and its successors and assigns.
“Excess Investment Earnings” means an amount required to be rebated to the United
States of America under Section 148(f) of the Tax Code due to investment of gross proceeds
of the Certificates at a yield in excess of the yield represented by the Certificates.
“Event of Default” means an event of default under the Installment Sale Agreement, as
described in Section 6.1 thereof.
“Federal Securities” means: (a) non-callable direct obligations (other than an obligation
subject to variation in principal repayment) of the United States of America; (b) obligations fully
and unconditionally guaranteed as to timely payment of principal and interest by the United
States of America; (c) obligations fully and unconditionally guaranteed as to timely payment of
principal and interest by any agency or instrumentality of the United States of America when
such obligations are backed by the full faith and credit of the United States of America.
“Financial Consultant” means any consultant or firm of such consultants appointed by
the District and who, or each of whom: (a) is judged by the District to have experience in
matters relating to the financing of wastewater systems; (b) is in fact independent and not
under domination of the District; (c) does not have any substantial interest, direct or indirect,
with the District; and (d) is not connected with the District as an officer or employee of the
District, but who may be regularly retained to make reports to the District.
“Fiscal Year” means the twelve-month period beginning on July 1 of each year and
ending on the last day of June of the next succeeding year, or any other twelve-month period
selected by the District as its fiscal year.
“Independent Certified Public Accountant” means any certified public accountant or firm
of such accountants appointed and paid by the District, and who, or each of whom (a) is in fact
independent and not under domination of the District; (b) does not have any substantial
interest, direct or indirect, with the District; and (c) is not connected with the District as an
officer or employee of the District, but who may be regularly retained to make annual or other
audits of the books of or reports to the District.
“Information Services” means the Municipal Securities Rulemaking Board’s EMMA
System; and, in accordance with then current guidelines of the Securities and Exchange
Commission, such other addresses and/or such other services providing information with
respect to municipal securities as the District may designate in a written request delivered to
the Trustee.
“Installment Payment” means all payments required to be paid by the District under
Section 4.4 of the Installment Sale Agreement, including any amounts payable upon delinquent
installments and including any prepayment thereof under Section 7.2 of the Installment Sale
Agreement.
“Installment Payment Date” means, with respect to any Interest Payment Date, the 6th
Business Day preceding such Interest Payment Date.
“Installment Payment Fund” means the fund by that name established and held by the
Trustee under Section 5.02.
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“Installment Sale Agreement” means the Installment Sale Agreement dated as of
January 1, 2025, between the District and the Corporation, together with any duly authorized
and executed amendments thereto.
“Interest Payment Date” means, with respect to any Certificate, August 1, 2025, and
each February 1 and August 1 thereafter to and including the date of maturity or the date of
prepayment of such Certificate.
“Maximum Annual Debt Service” means the largest Annual Debt Service due
hereunder and on any Parity Obligations during the period from the date of such determination
through the final Interest Payment Date hereunder or maturity date of such Parity Obligations.
“Moody’s” means Moody’s Investors Service, and its successors and assigns.
“Net Revenues” means, for any Fiscal Year, an amount equal to all of the Revenues
for such Fiscal Year, less the Adjusted Operation and Maintenance Costs for such Fiscal Year.
“Nominee” means (a) initially, Cede & Co. as nominee of DTC, and (b) any other
nominee of the Depository designated under Section 2.06(a).
“Operation and Maintenance Costs” means the reasonable and necessary costs and
expenses paid by the District to maintain and operate the Wastewater System, including but
not limited to (a) costs of collecting and treating wastewater, (b) costs of electricity and other
forms of energy supplied to the Wastewater System, (c) the reasonable expenses of
management and repair and other costs and expenses necessary to maintain and preserve
the Wastewater System in good repair and working order, and (d) the reasonable
administrative costs of the District attributable to the operation and maintenance of the
Wastewater System.
The term “Operation and Maintenance Costs” does not include (i) Annual Debt Service,
(ii) depreciation, replacement and obsolescence charges or reserves therefor, (iii) amortization
of intangibles or other bookkeeping entries of a similar nature, (iv) discretionary payments
made by the District not required for operations, such as voluntary prepayment of pension
liability, and (v) costs of capital additions, replacements, betterments, extensions or
improvements to the Wastewater System chargeable to a capital account.
“Original Purchaser” means Oppenheimer & Co. Inc., as original purchaser of the
Certificates.
“Outstanding,” when used as of any particular time with respect to Certificates, means
(subject to the provisions of Section 12.05) all Certificates theretofore executed and delivered
by the Trustee hereunder except (a) Certificates theretofore canceled by the Trustee or
surrendered to the Trustee for cancellation; (b) Certificates paid and discharged in accordance
with Section 12.01, provided that, if such Certificates are to be prepaid prior to maturity, notice
of such prepayment has been given as provided in Section 4.03 or provision satisfactory to the
Trustee has been made for the giving of such notice; and (c) Certificates in lieu of or in
exchange for which other Certificates have been executed and delivered by the Trustee under
Section 2.08.
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“Overdue Rate” means the highest rate of interest represented by any of the
Outstanding Certificates.
“Owner,” when used with respect to a Certificate, means the person in whose name
the ownership of such Certificate shall be registered on the Registration Books.
“Parity Obligation Documents” means each agreement, indenture of trust, resolution or
other instrument authorizing the issuance of Parity Obligations.
“Parity Obligations” means (a) the outstanding obligations of the Wastewater System
listed on Appendix D hereto, and (e) all bonds, notes, loan agreements, installment sale
agreements, leases or other obligations of the District payable from and secured by a pledge
of and lien upon any of the Net Revenues issued or incurred on a parity with the Installment
Payments under Section 5.7 of the Installment Sale Agreement.
“Permitted Investments” means any of the following which at the time of investment are
legal investments under the laws of the State of California for the moneys proposed to be
invested therein:
(a) Federal Securities;
(b) Any direct or indirect obligations of an agency or department of the United
States of America whose obligations represent the full faith and credit of
the United States of America, or which are rated A or better by S&P and
Moody’s.
(c) Interest-bearing deposit accounts (including certificates of deposit,
including those placed by a third party pursuant to a separate agreement
between the District and the Trustee), demand deposits, time deposits,
other deposit products, trust accounts, trust funds, interest bearing
deposits, interest bearing money market accounts, overnight bank
deposits, federal funds or bankers’ acceptances in federal or State
chartered savings and loan associations or in federal or State of California
banks (including the Trustee or any of its affiliates), provided that: (i) the
unsecured obligations of such commercial bank or savings and loan
association are rated A or better by S&P and Moody’s; or (ii) such deposits
are insured by the Federal Deposit Insurance Corporation.
(d) Commercial paper rated in the highest short-term rating category by S&P
and Moody’s.
(e) Federal funds, bank deposit products or bankers acceptances with a
maximum term of one year of any bank which is an unsecured, uninsured
and unguaranteed obligation rating in the highest rating category of S&P
and Moody’s.
(f) Money market mutual funds registered under the Federal Investment
Company Act of 1940, whose shares are registered under the Federal
Securities Act of 1933, and having a rating by S&P of at least AAAm-G,
AAAm or AAm (such funds may include funds for which the Trustee, its
affiliates, parent or subsidiaries provide investment advisory, custodial,
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transfer agency or other management services, and for which the Trustee
or its affiliate receives and retains a fee for such services to such funds).
(g) Obligations the interest on which is excludable from gross income
pursuant to Section 103 of the Tax Code and which are either (a) rated A
or better by S&P and Moody’s, or (b) fully secured as to the payment of
principal and interest by Federal Securities.
(h) Obligations issued by any corporation organized and operating within the
United States of America having assets in excess of $500,000,000, which
obligations are rated A or better by S&P and Moody’s.
(i) Bonds or notes issued by any state or municipality which are rated by S&P
and Moody’s in one of the two highest rating categories assigned by such
rating agencies.
(j) Any investment agreement with, or guaranteed by, a financial institution
the long-term unsecured obligations or the claims paying ability of which
are rated A or better by S&P and Moody’s at the time of initial investment,
by the terms of which all amounts invested thereunder are required to be
withdrawn and paid to the Trustee in the event such rating at any time falls
below A.
(k) The Local Agency Investment Fund of the State of California, created
pursuant to Section 16429.1 of the California Government Code, to the
extent the Trustee is authorized to register such investment in its name.
“Project” means, collectively, the facilities, improvements and other property
constituting part of the Wastewater System, the Acquisition and Construction of which are
financed in whole or in part from amounts on deposit in the Construction Fund. The exact
description of the Project shall be made by the District by reference to the plans and
specifications therefor.
“Project Costs” means, with respect to the Project, all costs of the Acquisition and
Construction thereof which are paid from moneys on deposit in the Construction Fund,
including but not limited to:
(a) all costs required to be paid to any person under the terms of any
agreement for or relating to the Acquisition and Construction of the
Project;
(b) obligations incurred for labor and materials in connection with the
Acquisition and Construction of the Project;
(c) the cost of performance or other bonds and any and all types of insurance
that may be necessary or appropriate to have in effect in connection with
the Acquisition and Construction of the Project;
(d) all costs of engineering and architectural services, including the actual
out-of-pocket costs for test borings, surveys, estimates, plans and
specifications and preliminary investigations therefor, development fees,
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sales commissions, and for supervising construction, as well as for the
performance of all other duties required by or consequent to the proper
Acquisition and Construction of the Project;
(e) any sums required to reimburse the District for advances made for any of
the above items or for any other costs incurred and for work done which
are properly chargeable to the Acquisition and Construction of the Project;
(f) all Costs of Issuance and other financing costs incurred in connection with
the Acquisition and Construction of the Project; and
(g) the interest components of the Installment Payments during the period of
Acquisition and Construction of the Project.
“Rate Stabilization Fund” means the fund of that name that may be established by the
District under Section 5.11 of the Installment Sale Agreement.
“Record Date” means the close of business on the 15th day of the month preceding
each Interest Payment Date, whether or not such 15th day is a Business Day.
“Registration Books” means the records maintained by the Trustee under Section 2.08
for registration of the ownership and transfer of ownership of the Certificates.
“Revenues” means all gross charges (including surcharges, if any) received for, and all
other gross income and receipts derived by the District from, the ownership and operation of
the Wastewater System or otherwise arising from the Wastewater System, including but not
limited to (a) rates and charges, capacity charges and connection charges, (b) any amounts
transferred to the Wastewater Fund from a Rate Stabilization Fund, and (c) investment
earnings on amounts held in the Wastewater Fund or in any other fund established with respect
to the Wastewater System.
The term “Revenues” does not include (i) refundable deposits made to establish credit,
(ii) the proceeds of any ad valorem property taxes, and (iii) the proceeds of any special
assessments or special taxes levied upon real property within any improvement district served
by the District for the purpose of paying special assessment bonds or special tax obligations
of the District relating to the Wastewater System.
“Securities Depositories” means DTC; and, in accordance with then current guidelines
of the Securities and Exchange Commission, such other addresses or such other securities
depositories as a District Representative may designate in writing to the Trustee.
“S&P” means S&P Global Ratings, and its successors and assigns.
“Tax Code” means the Internal Revenue Code of 1986 as in effect on the Closing Date
or (except as otherwise referenced herein) as it may be amended to apply to obligations issued
on the Closing Date, together with applicable proposed, temporary and final regulations
promulgated, and applicable official guidance published, under the Tax Code.
“Term” means, when used with respect to the Installment Sale Agreement, the time
during which the Installment Sale Agreement is in effect, as provided in Section 4.2 thereof.
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“Term Certificates” means the Certificates maturing on August 1, 20__, and August 1,
20__.
“Trust Agreement” means this Trust Agreement, together with any amendments or
supplements hereto permitted to be made under the Trust Agreement.
“Trustee” means U.S. Bank Trust Company, National Association, as Trustee
hereunder, or any successor thereto acting as Trustee in accordance with this Trust
Agreement.
“Wastewater System” means all wastewater transport, treatment, storage and disposal
facilities, including land and easements thereof, owned by the District, and all other properties,
structures or works hereafter acquired and constructed by the District and determined to be a
part of the Wastewater System, together with all additions, betterments, extensions or
improvements to such facilities, properties, structures or works or any part thereof hereafter
acquired and constructed.
“Wastewater Fund” means the fund or funds established and held by the District with
respect to the Wastewater System, into which all or any part of the Revenues are deposited.
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APPENDIX B
FORM OF CERTIFICATE OF PARTICIPATION
R-__ ***$_____________***
SOUTH TAHOE PUBLIC UTILITY DISTRICT
2025 WASTEWATER REVENUE CERTIFICATES OF PARTICIPATION
Evidencing the Direct, Undivided Fractional Interest of the
Owner Hereof in Installment Payments to be Made by the
SOUTH TAHOE PUBLIC UTILITY DISTRICT
As the Purchase Price For Certain Property Pursuant to an
Installment Sale Agreement with the
CSDA FINANCE CORPORATION
RATE OF INTEREST: MATURITY DATE: ORIGINAL ISSUE DATE: CUSIP:
___________, 2025
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT: DOLLARS
THIS IS TO CERTIFY THAT the Registered Owner identified above, or registered
assigns, as the registered owner (the “Registered Owner”) of this Certificate of Participation
(this “Certificate”) is the owner of a direct, undivided fractional interest in Installment Payments
(the “Installment Payments”) payable by the South Tahoe Public Utility District, a public utility
district duly organized and existing under the Constitution and laws of the State of California,
including particularly Division 7 of the California Public Utilities Code (the “District”), under an
Installment Sale Agreement dated as of January 1, 2025 (the “Installment Sale Agreement”)
between the District and the CSDA Finance Corporation, a nonprofit public benefit corporation
duly organized and existing under the laws of the State of California (the “Corporation”), as the
purchase price for certain property which is to be used in the District’s public enterprise for the
collection, storage, treatment and disposal of wastewater within its service area (the
“Wastewater System”). The Installment Payments and certain other rights and interests under
the Installment Sale Agreement have been assigned to U.S. Bank Trust Company, National
Association, as trustee (the “Trustee”), having a corporate trust office in San Francisco,
California (the “Trust Office”).
The Registered Owner of this Certificate is entitled to receive, subject to the terms of
the Installment Sale Agreement, on the Maturity Date identified above, or any earlier
prepayment date, the Principal Amount identified above representing a direct, undivided
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fractional share of the portion of the Installment Payments designated as principal, and to
receive on February 1 and August 1 of each year, commencing August 1, 2025 (the “Interest
Payment Dates”), until payment in full of said principal, the Registered Owner’s direct,
undivided fractional share of the Installment Payments designated as interest coming due
during the interest period immediately preceding each of the Interest Payment Dates. Interest
represented hereby shall be payable from the Interest Payment Date next preceding the date
of execution of this Certificate unless (a) this Certificate is executed after the close of business
on the 15th day of the month immediately preceding an Interest Payment Date and on or before
such Interest Payment Date, in which event interest shall be payable from such Interest
Payment Date, or (b) unless this Certificate is executed on or before July 15, 2025, in which
event interest shall be payable from the Original Issue Date identified above.
The Registered Owner’s share of the portion of the Installment Payments designated
as interest is the result of the multiplication of the aforesaid share of the portion of the
Installment Payments designated as principal by the Rate of Interest per annum identified
above, calculated on the basis of a 360-day year comprised of twelve 30-day months. Principal
represented hereby is payable in lawful money of the United States of America upon surrender
hereof at the Trust Office of the Trustee. Interest represented hereby is payable by check
mailed by first class mail by the Trustee on each Interest Payment Date to the Registered
Owner at such Owner’s address as it appears on the registration books of the Trustee as of
the close of business on the 15th day of the preceding month; provided, however, that at the
written request of the owner of Certificates in an aggregate principal amount of at least
$1,000,000, which written request is on file with the Trustee as of the 15th day of the month
preceding an Interest Payment Date, interest represented by such Certificates shall be paid
on such Interest Payment Date by wire transfer in immediately available funds to such account
within the United States of America as shall be specified in such request.
This Certificate is one of a series designated the “South Tahoe Public Utility District
2025 Wastewater Revenue Certificates of Participation,” which have been executed and
delivered by the Trustee in the aggregate principal amount of $_______________ pursuant to
a Trust Agreement dated as of January 1, 2025, among the Trustee, the Corporation and the
District (the “Trust Agreement”).
The District has certified that it is authorized to enter into the Installment Sale
Agreement and the Trust Agreement under the laws of the State of California, for the purpose
of financing improvements to the Wastewater System. Reference is hereby made to the
Installment Sale Agreement and the Trust Agreement (copies of which are on file at the Trust
Office of the Trustee) for a description of the terms on which the Certificates are delivered, the
rights thereunder of the owners of the Certificates, the rights, duties and immunities of the
Trustee and the rights and obligations of the District under the Installment Sale Agreement, to
all of the provisions of the Installment Sale Agreement and the Trust Agreement the Registered
Owner of this Certificate, by acceptance hereof, assents and agrees.
The District is obligated under the Installment Sale Agreement to pay the Installment
Payments relating to the Certificates from the Net Revenues of the Wastewater System (as
such terms are defined in the Trust Agreement). The obligation of the District to pay the
Installment Payments does not constitute an obligation of the District for which the District is
obligated to levy or pledge any form of taxation or for which the District has levied or pledged
any form of taxation. The obligation of the District to pay the Installment Payments does not
constitute a debt of the District, the State of California or any of its political subdivisions, and
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does not constitute an indebtedness within the meaning of any constitutional or statutory debt
limitation or restriction.
The Certificates maturing on August 1, 20__, are not subject to optional prepayment.
The Certificates maturing on or after August 1, 20__, are subject to optional prepayment in
whole or in part on any date on or after August 1, 20__, from prepayments of the Installment
Payments made at the option of the District under Section 7.2 of the Installment Sale
Agreement, at a prepayment price equal to 100% of the principal amount of Certificates or
portions thereof to be prepaid, together with accrued interest represented thereby to the
prepayment date, without premium.
The Certificates maturing on August 1, 20__, and August 1, 20__ (collectively, the
“Term Certificates”) are subject to mandatory sinking fund prepayment by lot on August 1 in
each year as set forth in the following table, from the principal components of the Installment
Payments relating to the Term Certificates which are required to be paid with respect to each
of such dates, at a prepayment price equal to 100% of the principal amount to be prepaid,
together with accrued interest represented thereby to the prepayment date, without premium,
as follows:
Term Certificates due August 1, 20__
Sinking Fund
Prepayment Date
(August 1)
Principal Amount
To Be Prepaid
20__ (maturity)
Term Certificates due August 1, 20__
Sinking Fund
Prepayment Date
(August 1)
Principal Amount
To Be Prepaid
20__ (maturity)
As provided in the Trust Agreement, notice of prepayment shall be mailed by the
Trustee by first class mail, postage prepaid, not less than 20 nor more than 60 days before the
prepayment date, to the registered owners of the Certificates to be prepaid, but neither failure
to receive such notice nor any defect in the notice so mailed shall affect the sufficiency of the
proceedings for prepayment or the cessation of accrual of interest represented thereby. If this
Certificate is called for prepayment and payment is duly provided therefor as specified in the
Trust Agreement, interest represented hereby shall cease to accrue from and after the date
fixed for prepayment.
The District has the right to rescind any notice of the optional prepayment of the
Certificates by written notice to the Trustee on or prior to the dated fixed for prepayment. Any
notice of optional prepayment shall be canceled and annulled if for any reason funds will not
be or are not available on the date fixed for prepayment for the payment in full of the Certificates
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then called for prepayment, and such cancellation shall not constitute an event of default under
and as defined in the Trust Agreement. The District and the Trustee have no liability to the
Owners of the Certificates or any other party related to or arising from such rescission of
prepayment. The Trustee shall mail notice of such rescission of prepayment in the same
manner as the original notice of prepayment was sent under the Trust Agreement.
This Certificate is transferable by the Registered Owner hereof, in person or by his
attorney duly authorized in writing, at the Trust Office of the Trustee, but only in the manner,
subject to the limitations and upon payment of the charges, if any, provided in the Trust
Agreement and upon surrender and cancellation of this Certificate. Upon such transfer a new
Certificate or Certificates, of authorized denomination or denominations, representing the
same aggregate principal amount and representing the same rate of interest, will be delivered
to the transferee in exchange herefor. The District, the Corporation and the Trustee may treat
the Registered Owner hereof as the absolute owner hereof for all purposes, whether or not
this Certificate shall be overdue, and the District, the Corporation and the Trustee shall not be
affected by any notice to the contrary.
To the extent and in the manner permitted by the terms of the Trust Agreement, the
provisions of the Trust Agreement may be amended by the parties thereto with the written
consent of the owners of a majority in aggregate principal amount of the outstanding
certificates of participation delivered thereunder, and may be amended without such consent
under certain circumstances; provided that no such amendment shall extend the fixed maturity
of any Certificate or reduce the interest or principal represented thereby, without the express
consent of the owner of such Certificate.
The District has certified, recited and declared that all things, conditions and acts
required by the laws of the State of California, the Installment Sale Agreement and the Trust
Agreement to exist, to have happened and to have been performed precedent to and in the
delivery of the Certificates, do exist, have happened and have been performed in due time,
form and manner as required by law.
Unless this Certificate is presented by an authorized representative of The Depository
Trust Company, a New York corporation (“DTC”), to the Trustee for registration of transfer,
exchange, or payment, and any Certificate issued is registered in the name of Cede & Co. or
in such other name as is requested by an authorized representative of DTC (and any payment
is made to Cede & Co. or to such other entity as is requested by an authorized representative
of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.
IN WITNESS WHEREOF, this Certificate has been executed and delivered by U.S.
Bank Trust Company, National Association, as trustee, acting under the Trust Agreement.
Execution Date: ______________________, 2025
U.S. BANK TRUST COMPANY, NATIONAL
ASSOCIATION, as Trustee
By:
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Authorized Officer
FORM OF ASSIGNMENT
For value received the undersigned do(es) hereby sell, assign and transfer unto
(Name, Address and Tax Identification or Social Security Number of Assignee)
the within registered Certificate and hereby irrevocably constitute(s) and appoint(s)
_______________________________ attorney, to transfer the same on the registration books
of the Trustee with full power of substitution in the premises.
Dated:
Signature Guaranteed:
Note: Signature(s) must be guaranteed by an eligible
guarantor institution (banks, stockbrokers, saving and loan
associations and credit unions with membership in an
approved signature medallion program) pursuant to
Securities and Exchange Commission Rule 17Ad-15.
Note: The signature(s) on this Assignment must
correspond with the name(s) as written on the face of
the within Certificate in every particular without
alteration or enlargement or any change whatsoever.
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APPENDIX C
CERTIFICATE OF THE DISTRICT REQUESTING DISBURSEMENT
FROM CONSTRUCTION FUND
$_______________
South Tahoe Public Utility District
2025 Wastewater Revenue Certificates of Participation
Requisition No. _____
The undersigned hereby states and certifies that:
(i) I am the duly appointed, qualified and acting ____________ of the
South Tahoe Public Utility District (the “District”) and as such, am familiar with the facts
herein certified and am authorized to certify the same;
(ii) I am a “District Representative,” as such term is defined in that certain
Trust Agreement dated as of January 1, 2025 (the “Agreement”), by and among the
District, the CSDA Finance Corporation and U.S. Bank Trust Company, National
Association, as trustee (the “Trustee”);
(iii) under Section 3.03 of the Agreement, the undersigned hereby requests
and authorizes the Trustee to disburse from Construction Fund established under the
Agreement, to each payee designated on Schedule 1 attached hereto and by this
reference incorporated herein, the amount set forth opposite such payee, for payment
or reimbursement of previous payment of a Project Cost (as that term is defined in the
Agreement) as described on attached Schedule 1; and
(iv) no portion of the amount herein requested to be disbursed was set forth
in any requisition of the District previously filed requesting disbursement from the
Construction Fund, and all amounts to be disbursed are for Project Costs properly
payable from the Construction Fund.
Dated: __________, 20____
SOUTH TAHOE PUBLIC UTILITY DISTRICT
By:
______________________________________
Name:
Title:
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SCHEDULE 1
Payee Name and Address Purpose of Obligation Amount
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APPENDIX D
OUTSTANDING PARITY OBLIGATIONS
Outstanding Obligation
Date of
Agreement
Original
Principal
Amount
Interest
Rate
Final
Maturity
Loan Agreement
between the District and Compass Bank
(the “2013 Loan Agreement”) April 1, 2013 $8,400,000 2.46% 8/01/2027
State Revolving Fund Project No. C-06-
5611-110, Agreement No. 14-835-550,
between the District and the California
State Water Resources Control Board
(Diamond Valley Ranch Irrigation
improvements)
(the “2015 Diamond Valley Ranch
Irrigation SRF Agreement”) May 21,2015 $7,014,139 1.60% 12/31/2047
State Revolving Fund Project No. C-06-
8042-110, Agreement No. D15-01010,
between the District and the California
State Water Resources Control Board
(Luther Pass Pump Station power
upgrades project)
(the “2015 Luther Pass Pump Station SRF
Agreement”) Oct. 1, 2015 $4,444,057 1.60% 8/30/2047
State Revolving Fund Project No. C-06-
8066-110, Agreement No. D16-01007
between the District and the California
State Water Resources Control Board
(Aeration Basin 2 Rehabilitation project)
(the “2016 Aeration Basin 2 SRF
Agreement”) Oct. 18, 2016 $1,800,000 1.70% 12/31/2047
State Revolving Fund Project No. No. C-
06-8057-110, Agreement No. D16-01006
between the District and the California
State Water Resources Control Board
(Treatment Plant Primary Clarifier 1
Rehabilitation project)
(the “2016 Primary Clarifier 1 SRF
Agreement”) Oct. 18, 2016 $1,394,607 1.70% 12/31/2047
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Installment Sale Agreement
between the District and the Public
Property Financing Corporation of
California, evidencing a loan by
JPMorgan Chase Bank
(the “2017 Installment Sale
Agreement”) Dec. 1, 2017 $5,000,000 2.18% 12/01/2032
Outstanding Obligation
Date of
Issuance
Original
Principal
Amount
True
Interest
Cost
Final
Maturity
2021 Wastewater Revenue Refunding
Bonds (the “2021 Refunding Bonds”)
issued under an Indenture of Trust
dated as of May 1, 2021, by and
between the Bank of New York Mellon
Trust Company, N.A., as Trustee, and
the District (the “2021 Indenture”) May 5, 2021 $5,745,000 0.955268% 8/01/2031
Outstanding Obligation
Date of
Agreement
Original
Principal
Amount
Interest
Rate
Final
Maturity
Construction Installment Sale
Agreement, Project No. C-06-8544-110,
Agreement No. D2001049, between the
District and the California State Water
Resources Control Board (Tahoe Keys
Sewer Pump Station Rehabilitation
Project) (the “2022 Tahoe Keys Pump
Station SRF Agreement”) Feb. 14, 2022 $6,189,331 0.900% 7/31/2053
Construction Installment Sale
Agreement, Project No. C-06-8599-110,
Agreement No. D2101016, between the
District and the California State Water
Resources Control Board (Upper
Truckee Wastewater Pump Stations
Rehabilitation Project) (the “2022 Upper
Truckee Wastewater Pump Stations
Rehabilitation Project SRF Agreement”) April 27, 2022 $4,280,375 0.800% 12/31/2054
Construction Installment Sale
Agreement, Project No. C-06-8581-110,
Agreement No. D2101017, between the
District and the California State Water
Resources Control Board (Wastewater
Treatment Plant Secondary Clarifiers
Upgrade Project) (the “2022
Wastewater Treatment Plant
Secondary Clarifiers Upgrade Project
SRF Agreement”) May 4, 2022 $5,281,344 0.800% 3/30/2054
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$_____
SOUTH TAHOE PUBLIC UTILITY DISTRICT
2025 WASTEWATER REVENUE CERTIFICATES OF PARTICIPATION
CERTIFICATE PURCHASE AGREEMENT
_________ __, 2025
South Tahoe Public Utility District
1275 Meadow Crest Drive
South Lake Tahoe, California 96150
Ladies and Gentlemen:
Oppenheimer & Co. Inc. (the “Underwriter”), acting not as fiduciary or agent for you, but on
behalf of itself, offers to enter into this Certificate Purchase Agreement (this “Purchase Agreement”)
with the South Tahoe Public Utility District (the “District”), which upon acceptance will be binding
upon the District and upon the Underwriter. This offer is made subject to the District’s acceptance by
the execution of this Purchase Agreement and its delivery to the Underwriter at or before 11:59 p.m.,
Pacific Time, on the date of this Purchase Agreement and, if not, so accepted will be subject to
withdrawal by the Underwriter upon notice delivered to the District at any time prior to the acceptance
hereof by the District.
The District acknowledges and agrees that: (i) the purchase and sale of the 2025 Wastewater
Revenue Certificates of Participation (the “Certificates”) pursuant to this Purchase Agreement is an
arm’s-length commercial transaction between the District and the Underwriter, and that the
Underwriter has financial and other interests that differ from those of the District; (ii) in connection
therewith and with the discussions, undertakings and procedures leading up to the consummation of
such transaction, the Underwriter is and has been acting solely as principal and is not acting as a
Municipal Advisor (as defined in Section 15B of the Securities Exchange Act of 1934, as amended);
(iii) the Underwriter has not assumed an advisory or fiduciary responsibility in favor of the District
with respect to the offering contemplated hereby or the discussions, undertakings and procedures
leading thereto (irrespective of whether the Underwriter has provided other services or is currently
providing other services to the District on other matters); (iv) the only obligations that the Underwriter
has to the District with respect to the transaction contemplated hereby expressly are set forth in this
Purchase Agreement; and (v) the District has consulted its own legal, accounting, financial and/or
municipal, tax and other advisors to the extent that it has deemed appropriate for this transaction. The
District acknowledges that it has previously provided the Underwriter with an acknowledgement of
receipt of the required Underwriter disclosure under Rule G-17 of the Municipal Securities
Rulemaking Board (the “MSRB”).
Section 1. Obligation to Purchase.
Upon the terms and conditions and in reliance upon the representations, warranties and
agreements set forth herein, the District hereby agrees to cause to be executed and delivered by U.S.
Bank Trust Company, National Association (the “Trustee”), $_____ aggregate principal amount of
2
Certificates pursuant to a Trust Agreement, dated as of January 1, 2025 (the “Trust Agreement”), by
and among the District, the CSDA Finance Corporation (the “Corporation”), and the Trustee, and the
Underwriter hereby agrees to purchase all of the Certificates for offering to the public. The Certificates
shall be delivered in the form of current interest certificates and shall represent the fractional undivided
interests of the Owners thereof in installment payments payable by the District (the “Installment
Payments”) under an Installment Sale Agreement, dated as of January 1, 2025 (the “Installment Sale
Agreement”), by and between the District and the Corporation, representing principal installments and
interest payments payable at the rates per annum set forth in Appendix A hereto. Pursuant to the Trust
Agreement, the Corporation has assigned to the Trustee the Corporation’s right to receive and collect
the Installment Payments from the District and other amounts payable by the District to the
Corporation.
Interest with respect to the Certificates will be payable on each February 1 and August 1,
commencing August 1, 2025. The Certificates shall also represent principal payments due on the dates
and in the amounts set forth in Appendix A. The Certificates shall be as described in, shall be subject
to prepayment and shall be executed and delivered under and pursuant to the Trust Agreement.
Capitalized terms used in this Purchase Agreement and not otherwise defined herein shall have the
respective meanings set forth for such terms in the Trust Agreement.
The Underwriter agrees to make a bona fide initial public offering of all the Certificates at a
price not in excess of the initial public offering prices or yields not less than the yields to be set forth
in the Official Statement (defined below). Subsequent to the initial public offering, the Underwriter
reserves the right to change the public offering prices or yields as it deems necessary in connection
with the marketing of the Certificates, provided that the Underwriter shall not change the interest rates
set forth on Appendix A hereto.
The obligation of the District to make Installment Payments as set forth in the Installment Sale
Agreement constitutes an obligation payable from Net Revenues, consisting primarily of all income
and revenue received by the District from the operation or ownership of the wastewater system of the
District (the “Wastewater System”) remaining after payment of Operation and Maintenance Costs.
Neither the Certificates nor the obligation of the District to make the Installment Payments
constitutes a debt or indebtedness of such District, the Corporation, the County of El Dorado (the
“County”), the State of California (the “State”) or any of its political subdivisions within the meaning
of any constitutional or statutory debt limitation or restriction, or constitutes a pledge of the full faith
and credit of any of the District, the Corporation, the County, the State or any of its political
subdivisions.
The District will, pursuant to a Continuing Disclosure Certificate (the “Continuing Disclosure
Undertaking”), dated as of the Closing Date (defined below), undertake to provide certain annual
financial information and notices of the occurrence of certain listed events under federal securities
laws. A description of this undertaking is set forth in the Preliminary Official Statement and the
Official Statement (each as described herein).
The Certificates are being executed and delivered to: (i) finance a portion of the cost of capital
improvement projects of the District; and (ii) pay the costs of executing and delivering the Certificates.
[The scheduled payment of principal and interest with respect to the Certificates when due will be
guaranteed under a municipal bond insurance policy (the “Insurance Policy”) to be issued
concurrently with the execution and delivery of the Certificates by _____ (the “Insurer”). The Insurer
3
will also issue, simultaneously with the execution and delivery of the Certificates, a municipal bond
debt service reserve insurance policy (the “Reserve Policy”) to be deposited into the Reserve Fund for
the Certificates.]
Section 2. Purchase Price.
The purchase price of the Certificates shall be $______ (which represents the total aggregate
principal amount with respect to the Certificates originally sold and delivered, plus/less a net original
issue premium/discount of $_____, less an Underwriter’s discount of $____).
Section 3. Official Statement.
(a) The Underwriter hereby represents that it has received and reviewed the
Preliminary Official Statement with respect to the Certificates dated ______ __, 2025 (as amended or
supplemented, the “Preliminary Official Statement”). The District represents that it has deemed the
Preliminary Official Statement to be “final” for purposes of Securities and Exchange Commission Rule
15c2-12(b)(1) promulgated under the Securities Exchange Act of 1934, as amended (the “Rule”),
except for the omission of certain information permitted to be omitted by such Rule, which generally
includes the offering price(s), interest rate(s), selling compensation, aggregate principal or issue
amount, principal amount per maturity, delivery date and rating(s) of and/or on the Certificates.
(b) The Underwriter agrees that prior to the time a final Official Statement relating
to the Certificates is available, the Underwriter will send to any potential purchaser of the Certificates,
upon the request of such potential purchaser, a copy of the most recent Preliminary Official Statement
relating to the Certificates. Such Preliminary Official Statement shall be sent by first class mail (or
other equally prompt means) not later than the first business day following the date such request is
received.
(c) The District hereby ratifies, confirms and approves the use and distribution by
the Underwriter before the date hereof of the Preliminary Official Statement and hereby authorizes the
Underwriter to use and distribute, in connection with the offer and sale of the Certificates: the
Preliminary Official Statement, the Official Statement, the District Agreements (defined below) and
other documents or contracts to which the District is a party in connection with the transactions
contemplated by this Purchase Agreement, including this Purchase Agreement and all information
contained herein, and all other documents, certificates and statements furnished by the District to the
Underwriter in connection with the transactions contemplated by this Purchase Agreement.
(d) Within seven (7) business days from the date hereof, and in any event not later
than two (2) business days before the Closing (defined below), the District shall deliver to the
Underwriter a final Official Statement relating to the Certificates dated the date hereof (such Official
Statement, including the cover page and all appendices attached thereto, together with all information
previously permitted to have been omitted by the Rule and any amendments or supplements and
statements incorporated by reference therein or attached thereto, as have been approved by the District,
Special Counsel (defined below), and the Underwriter, is referred to herein as the “Official
Statement”) and such additional conformed copies thereof as the Underwriter may reasonably request
in sufficient quantities to comply with the Rule, rules of the Municipal Securities Rulemaking Board
(the “MSRB”), and to meet potential customer requests for copies of the Official Statement. An
authorized officer of the District shall execute the Official Statement. Such final Official Statement
shall be substantially in the form of the Preliminary Official Statement, with only such changes therein
4
as shall have been accepted by the Underwriter and the District who hereby authorizes the Underwriter
to use and distribute the final Official Statement in connection with the offering and sale of the
Certificates. The District shall prepare the Official Statement, including any amendments thereto, in
word-searchable PDF format as described in the MSRB’s Rule G-32 and shall provide the electronic
copy of the word-searchable PDF format of the Official Statement to the Underwriter no later than one
(1) business day prior to the Closing Date to enable the Underwriter to comply with MSRB Rule G-32.
(e) The Underwriter agrees to file the Official Statement with the MSRB through
its Electronic Municipal Market Access (“EMMA”) system or as otherwise provided by the Securities
Exchange Commission or MSRB within one business day after receipt thereof from the District, but in
no event later than the Closing Date.
(f) References herein to the Preliminary Official Statement and the final Official
Statement include the cover page, inside cover page and all appendices, exhibits, maps, reports and
statements included therein or attached thereto.
Section 4. Closing.
(a) At or before 9:00 a.m., Pacific Time, on _______ __, 2025, or at such other
time or on such earlier or later date as the parties hereto shall agree (the “Closing Date”), the District
will deliver or cause to be delivered to the Underwriter through the facilities of The Depository Trust
Company (“DTC”), or at such other place upon which the Underwriter and the District may mutually
agree, the Certificates in the form of a single fully registered Certificate (which may be printed, copied
photostatically or typewritten) for each of the maturities of the Certificates, duly executed, and, at the
offices of Special Counsel (defined herein) in San Francisco, California, or at such other place as may
be mutually agreed upon, the other documents mentioned below (the “Closing”). Upon satisfaction of
all conditions to the Closing set forth herein, the Underwriter will accept such delivery and pay the
purchase price thereof in immediately available funds (by check, wire transfer or other manner of
payment as to which the Underwriter may mutually agree) to the order of the Trustee.
(b) The Certificates shall be executed and delivered under and in accordance with
the provisions of this Purchase Agreement and the Trust Agreement. The Certificates shall bear CUSIP
Service Bureau numbers, but the failure to print any such number on any of the Certificates shall not
constitute cause for a failure or refusal by the Underwriter to accept delivery of, or pay for, the
Certificates in accordance with this Purchase Agreement. The Certificates duly executed shall be made
available to the Underwriter, electronically, for inspection at least two (2) business days prior to the
Closing Date.
Section 5. Representations and Warranties of the District.
The District represents and warrants to the Underwriter that:
(a) The District is a public utility district that is duly organized and existing
pursuant to the Constitution and laws of the State of California and has all necessary power and
authority to adopt the resolution dated December 5, 2024 (the “Resolution”) relating to the Certificates
and to enter into and perform its duties under the Installment Sale Agreement, Trust Agreement,
Continuing Disclosure Undertaking and this Purchase Agreement (collectively, the “District
Agreements”), and, when validly authorized, executed and delivered by the other respective parties
thereto, the District Agreements will constitute legal, valid and binding obligations of the District
5
enforceable in accordance with their respective terms, except as enforcement may be limited by
bankruptcy, insolvency, moratorium or other similar laws or equitable principles relating to or limiting,
creditors’ rights generally.
(b) The execution and delivery by the District of the District Agreements and
compliance with the provisions thereof have been duly authorized by all necessary official action on
the part of the District and will not in any material respect conflict with or constitute a breach of or
default under any law, administrative regulation, court decree, resolution, charter, bylaw or any
agreement to which the District is subject or by which it is bound or by which its properties may be
affected, in each case which breach or default has or would have a material adverse effect upon the
ability of the District to perform its obligations under the District Agreements.
(c) Except as described in or contemplated by the Preliminary Official Statement
or the Official Statement or as may be required under Blue Sky or other securities laws of any state,
there is no consent, approval, authorization or other order, filing with, or certification by, any
regulatory authority having jurisdiction over the District required for the execution and delivery of the
Certificates or the entering into by the District of the District Agreements or the consummation by the
District of the transactions contemplated thereby and by this Purchase Agreement, except as have
already been obtained or will be obtained on or prior to the Closing Date.
(d) To the best of the District’s knowledge, there is no action, suit, proceeding or
investigation at law or in equity before or by any court or governmental agency or body pending with
respect to which proper notice has been duly served upon and received by the District, or threatened
against the District: (i) in any way questioning the corporate existence of the District or the titles of the
officers of the District to their respective offices; (ii) affecting, contesting or seeking to prohibit,
restrain or enjoin the issuance of any of the Certificates, or in any way contesting or affecting the
validity of the Certificates or the District Agreements or the consummation of the transactions
contemplated thereby, or contesting the exclusion of the interest component of the Installment
Payments from gross income for federal income tax purposes or contesting the powers of the District
to enter into the District Agreements; (iii) which, except as described in the Preliminary Official
Statement and the Official Statement, may result in any material adverse change to the financial
condition of the District or to its ability to pay the Installment Payments when due; or (iv) contesting
the completeness or accuracy of the Preliminary Official Statement or the Official Statement or any
supplement or amendment thereto or asserting that the Preliminary Official Statement or the Official
Statement contained any untrue statement of a material fact or omitted to state any material fact
required to be stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, and to the best of the District’s knowledge,
there is no basis for any action, suit, proceeding, inquiry or investigation of the nature described in this
paragraph.
(e) Preparation and distribution of the Official Statement pertaining to the
Certificates has been duly authorized by the District and the information contained therein as of the
date hereof and as of the Closing Date, as to the District and the Wastewater System, is and will be
true and correct in all material respects and such information does not and will not contain any untrue
or misleading statement of a material fact or omit to state any material fact necessary to make the
statements therein, in light of the circumstances under which they were made, not misleading.
(f) The District agrees that if at any time prior to the End of the Underwriting
Period, as defined under the Rule, any event occurs as a result of which the Official Statement as then
6
in effect would include any untrue statement of a material fact or omit to state any fact necessary to
make the statements made therein not misleading in any material respect, the District shall cooperate
with the Corporation in promptly preparing an amendment or supplement that will correct such
statement or omission. The District will advise the Underwriter promptly of any proposal to so amend
or supplement the Official Statement and will effect such amendment or supplement in a form and
manner approved by the Underwriter, which approval shall not be unreasonably withheld. The Official
Statement as so supplemented or amended will not contain any untrue statement of a material fact or
omit to state any material fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which made, not misleading.
(g) The District agrees to cooperate with the Underwriter in endeavoring to qualify
the Certificates for offering and sale under the securities or Blue Sky laws of such jurisdictions of the
United States as the Underwriter may reasonably request; provided, however, that the District shall not
be required to subject itself to service of process in any jurisdiction in which it is not so subject as of
the date hereof.
(h) The District will, pursuant to its Continuing Disclosure Undertaking, agree to
provide or cause to be provided to the MSRB through its EMMA system and any public or private
repository or entity designated by the Securities and Exchange Commission for purposes of the Rule
certain annual financial information and operating data, and, in a timely manner, notice of certain listed
events respecting the Certificates in order to assist the Underwriter in complying with the Rule. Except
as disclosed in the Preliminary Official Statement and Official Statement, the District has not, within
the past five years, failed to comply in all material respects with its previous undertakings to provide
annual reports and notices of listed events.
(j) As of the date thereof, the Preliminary Official Statement did not contain any
untrue statement of a material fact or omit (other than as permitted by the Rule) to state a material fact
required to be stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading.
(k) Except as described in the Preliminary Official Statement and the Official
Statement, the District does not have outstanding any other indebtedness which indebtedness is secured
by a lien on the Net Revenues on a basis superior to or on a parity with the lien of the Installment
Payments on the Net Revenues.
(l) Between the date of this Purchase Agreement and the Closing Date, and except
as otherwise disclosed in the Preliminary Official Statement and the Official Statement, the District
will not, without the prior written consent of the Underwriter, offer or issue any bonds, notes or other
obligations for borrowed money, or incur any material liabilities, directly or contingently payable from
the Net Revenues.
(m) The financial statements of, and other financial information regarding the
District, in the Official Statement fairly present the financial position and results of the District as of
the dates and for the periods therein set forth. Prior to the Closing, there will be no adverse change of
a material nature in such financial position, results of operations or condition, financial or otherwise,
of the District. The District is not a party to any litigation or other proceeding pending or, to its
knowledge, threatened which, if decided adversely to the District, would have a materially adverse
effect on the financial condition of the District.
7
Section 6. Establishment of Issue Price.
(a) The Underwriter agrees to assist the District in establishing the issue price of
the Certificates and shall execute and deliver to the District at Closing an “issue price” or similar
certificate, together with the supporting pricing wires or equivalent communications, substantially in
the form attached hereto as Appendix B, with such modifications as may be appropriate or necessary,
in the reasonable judgment of the Underwriter, the District and Special Counsel, to accurately reflect,
as applicable, the sales price or prices or the initial offering price or prices to the public of the
Certificates.
(b) Except as otherwise set forth in Appendix A, the District will treat the first
price at which 10% of each maturity of the Certificates (the “10% test”) is sold to the public as the
issue price of that maturity. At or promptly after the execution of this Purchase Agreement, the
Underwriter shall report to the District the price or prices at which it has sold to the public each maturity
of Certificates. If at that time the 10% test has not been satisfied as to any maturity of the Certificates,
the Underwriter agrees to promptly report to the District the prices at which it sells the unsold
Certificates of that maturity to the public. That reporting obligation shall continue, whether or not the
Closing Date has occurred, until either: (i) the Underwriter has sold all Certificates of that maturity; or
(ii) the 10% test has been satisfied as to the Certificates of that maturity, provided that the
Underwriter’s reporting obligation after the Closing Date may be at reasonable periodic intervals or
otherwise upon request of the District or Special Counsel. For purposes of this Section, if Certificates
mature on the same date but have different interest rates, each separate CUSIP number within that
maturity will be treated as a separate maturity of the Certificates.
(c) The Underwriter confirms that it has offered the Certificates to the public on or
before the date of this Purchase Agreement at the offering price or prices (the “initial offering price”),
or at the corresponding yield or yields, set forth in Appendix A attached hereto. Appendix A also sets
forth, as of the date of this Purchase Agreement, the maturities, if any, of the Certificates for which the
10% test has not been satisfied and for which the District and the Underwriter agree that the restrictions
set forth in the next sentence shall apply, which will allow the District to treat the initial offering price
to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold-the-
offering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity
of the Certificates, the Underwriter will neither offer nor sell unsold Certificates of that maturity to any
person at a price that is higher than the initial offering price to the public during the period starting on
the sale date and ending on the earlier of the following:
(1) the close of the fifth business day after the sale date; or
(2) the date on which the Underwriter has sold at least 10% of the maturity
of the Certificates to the public that is no higher than the initial offering price to the public.
The Underwriter will advise the District promptly after the close of the fifth business day after
the sale date whether it has sold 10% of that maturity of the Certificates to the public at a price that is
no higher than the initial offering price to the public.
The District acknowledges that, in making the representation set forth in this subsection, the
Underwriter will rely on: (i) in the event that a selling group has been created in connection with the
initial sale of the Certificates to the public, the agreement of each dealer who is a member of the selling
group to comply with the requirements for establishing issue price of the Certificates, including, but
8
not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the
Certificates, as set forth in a selling group agreement and the related pricing wires; and (ii) in the event
that a third-party distribution agreement was employed in connection with the initial sale of the
Certificates to the public, the agreement of each broker-dealer that is a party to such agreement to
comply with the requirements for establishing issue price of the Certificates, including, but not limited
to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Certificates, as
set forth in the third-party distribution agreement and the related pricing wires. The District further
acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of
a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply
with its corresponding agreement to comply with the requirements for establishing issue price of the
Certificates, including, but not limited to, its agreement to comply with the hold-the-offering-price
rule, if applicable to the Certificates.
(d) The Underwriter confirms that: (i) any selling group agreement and any third-
party distribution agreement relating to the initial sale of the Certificates to the public, together with
the related pricing wires, contains or will contain language obligating each dealer who is a member of
the selling group and each broker-dealer that is a party to such third-party distribution agreement, as
applicable: (A)(1) to report the prices at which it sells to the public the unsold Certificates of each
maturity allocated to it, whether or not the Closing Date has occurred, until either all Certificates of
that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% test has
been satisfied as to the Securities of that maturity, provided that, the reporting obligation after the
Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter;
and (2) to comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by
the Underwriter; (B) to promptly notify the Underwriter of any sales of Certificates that, to its
knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial
sale of the Securities to the public (each such term being used as defined below); and (C) to
acknowledge that, unless otherwise advised by the dealer or broker-dealer, the Underwriter shall
assume that each order submitted by the dealer or broker-dealer is a sale to the public; and (ii) any
selling group agreement relating to the initial sale of the Certificates to the public, together with the
related pricing wires, contains or will contain language obligating each dealer that is a party to a third-
party distribution agreement to be employed in connection with the initial sale of the Certificates to
the public to require each broker-dealer that is a party to such third-party distribution agreement to:
(A) report the prices at which it sells to the public the unsold Certificates of each maturity allocated to
it, whether or not the Closing Date has occurred, until either all Certificates of that maturity allocated
to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied
as to the Certificates of that maturity, provided that, the reporting obligation after the Closing Date
may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer; and
(B) comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the
Underwriter or the dealer and as set forth in the related pricing wires.
(e) The Underwriter acknowledges that sales of any Certificates to any person that
is a related party to the Underwriter shall not constitute sales to the public for purposes of this Section.
Further, for purposes of this Section:
(1) “public” means any person other than an underwriter or a related party,
(2) “underwriter” means: (A) any person that agrees pursuant to a written
contract that the District (or with the lead underwriter to form an underwriting syndicate) to participate
in the initial sale of the Certificates to the public; and (B) any person that agrees pursuant to a written
9
contract directly or indirectly with a person described in clause (A) to participate in the initial sale of
the Certificates to the public (including a member of a selling group or a party to a third-party
distribution agreement participating in the initial sale of the Certificates),
(3) a purchaser of any Certificates is a “related party” to an underwriter if
the underwriter and the purchaser are subject, directly or indirectly, to: (i) more than 50% common
ownership of the voting power or the total value of their stock, if both entities are corporations
(including direct ownership by one corporation of another); (ii) more than 50% common ownership of
their capital interests or profits interests, if both entities are partnerships (including direct ownership
by one partnership of another); or (iii) more than 50% common ownership of the value of the
outstanding stock of the corporation or the capital interests or profit interests of the partnership, as
applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership
of the applicable stock or interests by one entity of the other); and
(4) “sale date” means the date of execution of this Purchase Agreement by
all parties.
Section 7. Conditions to the Obligations of the Underwriter.
The obligation of the Underwriter to accept delivery of and pay for the Certificates on the
Closing Date shall be subject, at the option of the Underwriter, to the accuracy in all material respects
of the representations, warranties and agreements on the part of the District contained herein and in the
Installment Sale Agreement, as of the date hereof and as of the Closing Date, to the accuracy in all
material respects of the statements of the officers and other officials of the Trustee, the Corporation
and the District made in any certificates or other documents furnished pursuant to the provisions hereof
or of the District Agreements, and to the performance by the Trustee, the Corporation and the District
of their respective obligations to be performed hereunder and under the District Agreements on or
prior to the Closing Date, and to the following additional conditions:
(a) As of the Closing Date, the District Agreements and the Official Statement
shall have been duly authorized, executed and delivered by the respective parties thereto, in
substantially the forms heretofore submitted to the Underwriter with only such changes as shall have
been agreed to in writing by the Underwriter, and said agreements shall not have been amended,
modified or supplemented, except as may have been agreed to in writing by the Underwriter, and there
shall have been taken in connection therewith, with the execution and delivery of the Certificates and
with the transactions contemplated thereby and by this Purchase Agreement, all such actions as Special
Counsel shall deem to be necessary and appropriate in order to permit it to render the opinion set forth
in Appendix E to the Official Statement.
(b) As of the Closing Date, the Official Statement shall not have been amended,
modified or supplemented, except as may have been agreed to by the Underwriter, the District and the
Corporation.
(c) Marketability Between the Date Hereof and the Closing. The market price or
marketability or the ability of the Underwriter to enforce contracts of the sale of the Certificates, at the
initial offering prices set forth in the official statement, in the reasonable opinion of the Underwriter,
shall not have been materially adversely affected by reason of any of the following:
10
(1) Legislation enacted or introduced in the Congress or passed by either
House of Congress, or favorably reported for passage to either House of Congress by any Committee
of such House to which such legislation has been referred for consideration, or introduced in the
Congress recommended for passage by the President of the United States, or a decision rendered by a
court established under Article III of the Constitution of the United States or by the United States Tax
Court, or an order, ruling, regulation (final, temporary or proposed) or official statement or made:
(i) by or on behalf of the United States Treasury Department or by
or on behalf of the Internal Revenue Service, with the purpose or effect, directly or indirectly, of
causing inclusion in gross income for purposes of federal income taxation of the Installment Payments
as would be received by the Corporation or the Trustee under the Installment Sale Agreement or upon
such interest portion of the Installment Payments as would be received by the owners of the
Certificates; or
(ii) by or on behalf of the Securities and Exchange Commission, or
any other governmental agency having jurisdiction over the subject matter thereof, to the effect that
the Certificates, or obligations of the general character of the Certificates, including any and all
underlying arrangements, are not exempt from registration under the Securities Act of 1933, as
amended, or that the Trust Agreement is not exempt from qualification under the Trust Indenture Act
of 1939, as amended;
(2) the declaration of war or engagement in or escalation of major military
hostilities by the United States or any other national emergency or international calamity relating to
the effective operation of the government or the financial community in the United States;
(3) the declaration of a general banking moratorium by federal, New York
or California authorities, or the general suspension of trading on any national securities exchange;
(4) the imposition by the New York Stock Exchange, other national
securities exchange, or any governmental authority, of any material restrictions not now in force with
respect to the Certificates, or obligations of the general character of the Certificates, or securities
generally, or the material increase of any such restrictions now in force;
(5) an order, decree or injunction of any court of competent jurisdiction, or
order, filing, regulation or official statement by the Securities and Exchange Commission, or any other
governmental agency issued or made to the effect that the issuance, offering or sale of obligations of
the general character of the Certificates, or the issuance, offering or sale of the Certificates, as
contemplated hereby or by the Official Statement, is or would be in violation of the federal securities
laws, as amended and then in effect;
(6) after the date hereof, up to and including the time of the Closing, there
has occurred any change in or particularly affecting the District, the District Agreements or the Net
Revenues as the foregoing matters are described in the Official Statement, which in the reasonable
professional judgment of the Underwriter materially impairs the investment quality of the Certificates;
(7) any event occurring, or information becoming known which, in the
reasonable judgment of the Underwriter, makes untrue in any material adverse respect any statement
or information contained in the Official Statement, or has the effect that the Official Statement contains
any untrue statement of a material fact or omits to state a material fact required to be stated therein or
11
necessary to make the statements made therein, in light of the circumstances under which they were
made, not misleading;
(8) the withdrawal, suspension, negative change or downgrading or
placement on credit watch of any underlying rating of the District’s outstanding indebtedness by a
national rating agency;
(9) [any rating of the Certificates or other obligations of the Insurer by a
national rating agency shall have been withdrawn or downgraded or placed on negative outlook or
negative watch;]
(10) there shall have occurred any materially adverse change in the affairs
or financial condition of the District;
(11) the occurrence of a major financial crisis, a material disruption in
commercial banking or securities settlement or clearance services, or a material disruption or
deterioration in the fixed income or municipal securities market which, in the Underwriter’s reasonable
judgment, materially adversely affects the marketability or market price of the Certificates;
(12) legislation enacted by the State legislature or a decision rendered by a
State Court, or a ruling, order or regulation (final or temporary) made by a State authority, would have
the effect of changing, directly or indirectly, the consequences of interest on obligations of the general
character of the Certificates in the hands of the holders thereof; or
(13) any fact or event shall exist or have existed that, in the Underwriter’s
reasonable judgment, requires or has required an amendment of or supplement to the Official
Statement.
(d) On or prior to the Closing Date, the Underwriter shall receive satisfactory
evidence that the Certificates have been assigned the ratings set forth on the cover of the Official
Statement, and that such ratings have not been lowered, withdrawn or placed under review or “Credit
Alert” prior to the Closing Date.
(e) On or prior to the Closing Date, the Underwriter shall have received the
following documents, in each case satisfactory in form and substance to the Underwriter:
(1) the District Agreements, each duly executed and delivered by the
respective parties thereto, with such amendments, qualifications or supplements as may have been
agreed to in writing by the Underwriter;
(2) an approving opinion of Jones Hall, A Professional Law Corporation
(“Special Counsel”) substantially in the form included as Appendix E to the Official Statement, dated
the Closing Date and addressed to the District, and a reliance letter addressed to the Underwriter and
Trustee, of Special Counsel, together with an additional supplemental opinion in a form acceptable to
the Underwriter, dated the Closing Date and addressed to the Underwriter, to the effect that:
(i) the District has full right and lawful authority to enter into and
perform its duties under the District Agreements, and the District Agreements have been duly
authorized, executed and delivered by the District and, assuming due authorization, execution and
delivery by the other respective parties thereto, constitute legal, valid and binding obligations of the
12
District, enforceable in accordance with their terms, except as the same may be limited by bankruptcy,
insolvency, reorganization, moratorium or other laws affecting creditor’s rights or remedies and are
subject to general principals of equity (regardless of whether such enforceability is considered in equity
or at law);
(ii) the statements contained in the Official Statement in the
sections entitled “INTRODUCTION,” “THE CERTIFICATES,” “SECURITY AND SOURCES OF
PAYMENT FOR THE CERTIFICATES,” “TAX MATTERS” and “CONTINUING DISCLOSURE”
and “APPENDIX C – “SUMMARY OF CERTAIN PROVISIONS OF THE LEGAL DOCUMENTS,”
insofar as such statements purport to summarize certain provisions of the Certificates, the Installment
Sale Agreement, the Trust Agreement, the Continuing Disclosure Undertaking and the form and
content of Special Counsel’s approving opinion with respect to the exclusion from gross income for
federal income tax purposes and exemption from present State of California personal income taxes of
the interest component of Installment Payments, present a fair and accurate summary of such
provisions therein; and
(iii) the Certificates are not subject to the registration requirements
of the Securities Act of 1933, as amended, and the Trust Agreement is exempt from qualification
pursuant to the Trust Indenture Act of 1939, as amended;
(3) a letter of Jones Hall, A Professional Law Corporation, San Francisco,
California, as disclosure counsel (“Disclosure Counsel”) addressed to the Underwriter, the District
and the Corporation, to the effect that, based upon the information provided to such counsel in the
course of their participation in the preparation of the Preliminary Official Statement and the Official
Statement, and without having undertaken to determine independently the accuracy or completeness
of the statements contained in the Preliminary Official Statement or the Official Statement, such
counsel have no reason to believe that the Preliminary Official Statement, as of its date or the date of
this Purchase Agreement, or the Official Statement, as of its date and as of the Closing Date (except
for any financial statements and other financial, statistical or engineering data, numbers, charts,
estimates, projections, assumptions or expressions of opinion, any information about valuation,
appraisals, absorption, archeological or environmental matters included therein, the appendices thereto,
and information relating to [the Insurer, the Insurance Policy, the Reserve Policy,] The Depository
Trust Company and its book-entry only system, as to which no view need be expressed) contained or
contains any untrue statement of a material fact or omitted or omits to state any material fact necessary
in order to make the statements therein, in the light of the circumstances under which they were made,
not misleading;
(4) an opinion of counsel to the Trustee, addressed to the Underwriter,
together with a reliance letter addressed to the Corporation and the District, dated the Closing Date to
the effect that:
(i) the Trustee has been duly organized and is validly existing and
in good standing as a national banking association under the laws of the United States with full
corporate power to undertake the trust of the Trust Agreement;
(ii) assuming the corporate power and legal authority of, and the
due authorization, execution and delivery by the Corporation and the District of the Trust Agreement,
the Trust Agreement constitutes the legal, valid and binding agreement of the Trustee, enforceable
against the Trustee in accordance with its terms, except as enforcement may be limited by bankruptcy,
13
insolvency, moratorium, reorganization or other similar laws or equitable principles relating to or
limiting creditors’ rights generally;
(iii) the Certificates have been validly authorized, executed and
delivered by the Trustee; and
(iv) exclusive of federal or state securities laws’ requirements, no
authorization, approval, action or other filing with any governmental agency or, to such counsel’s
knowledge, any other person or corporation is required for the valid authorization, execution and
delivery of the Trust Agreement;
(5) an opinion of general counsel to the District, addressed to the District,
the Trustee and the Underwriter, dated the Closing Date, to the effect that:
(i) the District is duly organized and validly existing as a public
utility district under the laws of the State of California;
(ii) the Resolution was duly adopted at a meeting of the governing
body of the District which was called and held pursuant to law and with all public notice required by
law and at which a quorum was present and acting throughout;
(iii) except as disclosed in the Official Statement, no action, suit,
proceeding, inquiry or investigation, at law or in equity, before or by any court, regulatory agency,
public board or body is pending with respect to which proper notice has been duly served upon and
received by the District or, to the best of our knowledge, threatened against the District which would
materially adversely affect the ability of the District to perform its obligations under the District
Documents, the Certificates, or seeking to restrain or to enjoin the execution and delivery of the
Certificates, or the application of the proceeds thereof in accordance with the Trust Agreement, or in
any way contesting or affecting the validity or enforceability of the District Documents or the
Certificates or the accuracy of the Official Statement, or any action of the District contemplated by any
of said documents; and
(iv) to the best of such counsel’s knowledge after due inquiry, the
execution and delivery of the District Documents by the District and compliance by the District with
the provisions thereof, under the circumstances contemplated thereby, do not and will not in any
material respect conflict with or constitute on the part of the District a breach of or default under any
agreement or other instrument applicable to or binding upon the District, or any existing law,
regulation, court order, or consent decree to which the District is subject, in each case which breach or
default has or would have a material adverse effect upon the ability of the District to perform its
obligations under the District Agreements;
(6) an opinion of counsel to the Corporation, addressed to the Corporation,
the Trustee and the Underwriter, dated the Closing Date, to the effect that:
(i) the Corporation is duly organized and validly existing as a
nonprofit public benefit corporation under the laws of the State of California and is possessed of full
power to own and hold real and personal property and to lease and sell the same;
14
(ii) the resolution of the Corporation approving and authorizing the
execution and delivery of the Trust Agreement and the Installment Sale Agreement (collectively, the
“Corporation Documents”) was duly adopted at a meeting of the governing body of the Corporation
which was called and held pursuant to law and with all public notice required by law and at which a
quorum was present and acting throughout;
(iii) the Corporation Documents have been duly authorized,
executed and delivered by the Corporation and, assuming due authorization, execution and delivery by
the other respective parties thereto, constitute legal, valid and binding obligations of the Corporation,
enforceable in accordance with their terms, except as the same may be limited by bankruptcy,
insolvency, reorganization, moratorium or other laws affecting creditor’s rights or remedies and are
subject to general principals of equity (regardless of whether such enforceability is considered in equity
or at law);
(iv) except as disclosed in the Official Statement, no action, suit,
proceeding, inquiry or investigation, at law or in equity, before or by any court, regulatory agency,
public board or body is pending with respect to which proper notice has been duly served upon and
received by the Corporation or, to the best of our knowledge, threatened against the Corporation which
would materially adversely affect the ability of the Corporation to perform its obligations under the
Corporation Documents, or in any way contesting or affecting the validity or enforceability of the
Corporation Documents or the accuracy of the Official Statement, or any action of the Corporation
contemplated by any of said documents; and
(v) to the best of such counsel’s knowledge after due inquiry, the
execution and delivery of the Corporation Documents by the Corporation and compliance by the
Corporation with the provisions thereof, under the circumstances contemplated thereby, do not and
will not in any material respect conflict with or constitute on the part of the Corporation a breach of or
default under any agreement or other instrument applicable to or binding upon the Corporation, or any
existing law, regulation, court order, or consent decree to which the Corporation is subject, in each
case which breach or default has or would have a material adverse effect upon the ability of the
Corporation to perform its obligations under the Corporation Documents;
(7) a certificate of the District, dated the Closing Date, signed by an official
of the District as may be acceptable to the Underwriter, and in form and substance satisfactory to the
Underwriter, to the effect that:
(i) the District is a public utility district that is duly organized and
validly existing pursuant to the laws of the State of California;
(ii) the District Agreements have been validly authorized and duly
executed and delivered by an authorized officer of the District designated for such purpose in the
applicable Resolution, and constitute the valid and binding limited obligations of the District
enforceable in accordance with their respective terms; provided, however, that the representation as to
enforceability may be limited by bankruptcy, moratorium, insolvency or other laws affecting creditor’s
rights and may be subject to general principles of equity;
(iii) the representations and agreements of the District contained in
the District Agreements, as the case may be, are true and correct in all material respects as of the
Closing Date;
15
(iv) the District has complied with all agreements, covenants and
conditions to be complied with by the District on or prior to the Closing Date under the District
Agreements;
(v) the information contained in the Official Statement (except as
to [the Insurer, the Insurance Policy, the Reserve Policy], DTC and its book-entry only system) is true
and correct and does not contain any untrue statement of material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading in any material respect;
(vi) insofar as it will have a material adverse effect on the ability of
the District to enter into, carry out or perform its obligations under the District Documents or to
consummate the transactions contemplated thereby, the District is not in material breach of or default
under any applicable judgment or decree or any loan agreement, indenture, bond, note, resolution,
agreement or other instrument to which the District is a party or to which the District or any of its
property or assets is otherwise subject, and, to the best of such authorized representative’s knowledge,
no event has occurred and is continuing which with the passage of time or the giving of notice, or both,
would constitute such a default or event of default under any such instrument; and
(vii) the District has obtained insurance as required by the
Installment Sale Agreement, such policies are in full force and effect and have not been revoked or
rescinded and, in compliance with the Installment Sale Agreement;
(8) a certificate of the Corporation, dated the Closing Date, signed by an
authorized representative of the Corporation as may be acceptable to the Underwriter, and in form and
substance satisfactory to the Underwriter, to the effect that:
(i) the Corporation Documents have each been validly authorized
and duly executed and delivered by the officers of the Corporation designated for such purpose in the
Resolution of the Board of Directors of the Corporation and each constitutes the valid and binding
limited obligations of the Corporation enforceable in accordance with their respective terms; provided,
however, that the representation as to enforceability may be limited by bankruptcy, moratorium,
insolvency or other laws affecting creditor’s rights and may be subject to general principles of equity;
(ii) the representations and agreements of the Corporation
contained in the Corporation Documents, as the case may be, are true and correct in all material respects
as of the Closing Date;
(iii) the Corporation has complied with all agreements, covenants
and conditions to be complied with by the Corporation on or prior to the Closing Date under the
Corporation Documents; and
(iv) the information contained in the Official Statement as to the
Corporation is true and correct and does not contain any untrue statement of material fact or omit to
state a material fact required to be stated therein or necessary to make the statements therein, in light
of the circumstances under which they were made, not misleading in any material respect;
16
(9) a certificate of the Trustee, dated the Closing Date, signed by a duly
authorized officer of the Trustee, and in form and substance satisfactory to the Underwriter, to the
effect that:
(i) to the knowledge of the Trustee, the representations and
agreements of the Trustee in the Trust Agreement are true and correct in all material respects as of the
Closing Date;
(ii) to the knowledge of the Trustee, no litigation is pending or
threatened against the Trustee (either in state or federal courts): (A) seeking to restrain or enjoin the
execution or delivery by the Trustee of any of the Certificates; or (B) in any way contesting or affecting
any authority of the Trustee for the execution or delivery of the Certificates or the validity or
enforceability of the Certificates or the Trust Agreement;
(iii) the Trustee has duly executed and delivered the Certificates to
or upon the order of the Underwriter; and
(iv) assuming the corporate power and legal authority of, and the
due authorization, execution and delivery by the Corporation and the District of the Trust Agreement,
the Trust Agreement constitutes the valid and binding agreement of the Trustee, enforceable against
the Trustee in accordance with their terms, except as enforcement may be limited by bankruptcy,
insolvency, moratorium, reorganization or other similar laws or equitable principles relating to or
limiting creditors’ rights generally;
(10) certified copies of resolutions of the Trustee, the District and the
Corporation, as the case may be, authorizing, as applicable, the execution, sale and delivery of the
Certificates and the Installment Sale Agreement, the Trust Agreement, the Continuing Disclosure
Undertaking and this Purchase Agreement, the distribution of the Preliminary Official Statement, and
the distribution of the Official Statement;
(11) a tax certificate or agreement of the District in form and substance
satisfactory to Special Counsel;
(12) evidence that the federal tax information form 8038-G has been
prepared by Special Counsel for filing in connection with the Certificates;
(13) a copy of the filings made for the Certificates and the Installment Sale
Agreement with the California Debt and Investment Advisory Commission in accordance with
Sections 8855 and 53583, as applicable, of the California Government Code;
(14) a certificate of Bartle Wells Associates, Berkeley, California,
municipal advisor to the District (the “Municipal Advisor”), dated the Closing Date and addressed to
the District and the Underwriter, to the effect that while the Municipal Advisor has not independently
verified or undertaken an independent investigation of the information in the Preliminary Official
Statement and the Official Statement, based on its participation in the preparation and review of the
Preliminary Official Statement and Official Statement, no information has come to its attention which
would lead it to believe that the information contained in the Preliminary Official Statement, as of its
date and as of the date of this Purchase Agreement and the Official Statement, as of its date and the
Closing Date, is not true or correct in all material respects, or that the Preliminary Official Statement,
17
as of its date and as of the date of this Purchase Agreement and the Official Statement, as of its date
and the Closing Date contains any untrue statement of a material fact or omits to state a material fact
where necessary to make a statement not misleading in light of the circumstances under which it was
made (except that no opinion or belief need be expressed as to any financial statements or other
financial, statistical or engineering data or forecasts, numbers, charts, estimates, projections,
assumptions, or expressions of opinion, any information about valuation, appraisals, absorption,
archeological or environmental matters, or any information with respect to DTC and its book-entry-
only system).
(15) evidence satisfactory to the Underwriter that the Certificates shall have
received the ratings as set forth in the Official Statement and that any such ratings have not been
revoked or downgraded;
(16) [the Insurance Policy and Reserve Policy, each duly executed by the
Insurer;
(17) a certificate or certificates of the Insurer, dated the Closing Date, as to
the accuracy of the information relating to the Insurer and the Insurance Policy included in the Official
Statement and such other matters reasonably requested by the Underwriter and Special Counsel;
(18) an opinion of counsel to the Insurer, dated the Closing Date, addressed
to the District and the Underwriter, in form and substance satisfactory to the Underwriter and Special
Counsel;]
(19) the opinion of Kutak Rock LLP, Irvine, California, counsel to the
Underwriter (“Underwriter’s Counsel”), dated the Closing Date, addressed to the Underwriter, in
form and substance satisfactory to the Underwriter;
(20) a parity debt certificate of the District and associated verification
certificate of a certified public account;
(21) an executed Blanket Issuer Letter of Representations between the
District and DTC; and
(22) such additional legal opinions, certificates, proceedings, instruments
and other documents as the Underwriter or Special Counsel may reasonably request.
(f) Notwithstanding anything to the contrary herein contained, if for any reason
whatsoever the Certificates shall not have been delivered by the District to the Underwriter prior to the
close of business, California time, on the Closing Date, then the obligation to purchase Certificates
hereunder shall terminate and be of no further force or effect.
If the District shall be unable to satisfy the conditions to the Underwriter’s obligations
contained in this Purchase Agreement or if the Underwriter’s obligations shall be terminated for any
reason permitted by this Purchase Agreement, this Purchase Agreement may be cancelled by the
Underwriter at, or at any time prior to, the time of Closing. Notice of such cancellation shall be given,
to the District in writing, or by telephone or telegraph, confirmed in writing. Notwithstanding any
provision herein to the contrary, the performance of any and all obligations of the District hereunder
18
and the performance of any and all conditions contained herein for the benefit of the Underwriter may
be waived by the Underwriter in writing at its sole discretion.
Section 8. Changes in Official Statement.
After the Closing Date: (a) neither the Corporation nor the District will adopt any amendment
of or supplement to the Official Statement to which, after having been furnished with a copy, the
Underwriter shall object in writing; and (b) if any event relating to or affecting the Trustee, District or
the Corporation shall occur as a result of which it is necessary, in the opinion of the Underwriter, to
amend or supplement the Official Statement to make the Official Statement not misleading in light of
the circumstances existing at the time such is delivered to a purchaser, the Corporation and the District
shall cause to be forthwith prepared and furnished to the Underwriter (at the expense of the District for
twenty-five (25) days from the Closing Date and otherwise at the expense of the Underwriter) a
reasonable number of copies of an amendment of or supplement to the Official Statement (in form and
substance satisfactory to the Underwriter) that will amend or supplement the Official Statement so that
it will not contain any untrue statement of a material fact or omit to state a material fact necessary in
order to make the statements made therein, in light of the circumstances existing at the time it is
delivered to a purchaser, not misleading.
Section 9. Expenses.
(a) All expenses and costs of the Corporation or the District incident to the
performance of their obligations in connection with the authorization, execution, sale and delivery of
the Certificates to the Underwriter, including: (i) the cost of preparation, printing, execution and
delivery of the Certificates; (ii) the acceptance fees of the Trustee and any fees and expenses of
Trustee’s counsel; (iii) any fees charged by any rating agency in connection with obtaining a rating for
the Certificates, including interstate travel, expenses and fees; (iv) the cost of preparation, distribution
and delivery of the Preliminary Official Statement and the final Official Statement; (v) the fees and
expenses of Special Counsel and Disclosure Counsel; (vi) the fees and expenses of Municipal Advisor
to the District; (vii) any premium or fees charged by a credit provider for the credit enhancement of
the Certificates; [(viii) the premiums for the Insurance Policy and Reserve Policy due to the Insurer]
and (ix) expenses for travel, lodging, and subsistence related to rating agency visits and other meetings
connected to the authorization, sale, issuance and distribution of the Certificates, shall be paid by the
District, as set forth in the Trust Agreement.
(b) The District has agreed to pay the Underwriter’s discount set forth in Section
2 of this Purchase Agreement, and inclusive in the expense component of the Underwriter’s discount
are expenses incurred or paid for by the Underwriter on behalf of the District in connection with the
marketing, execution, and delivery of the Certificates, including, but not limited to, advertising
expenses, fees and expenses of Underwriter’s Counsel, the costs of any Preliminary and Final Blue
Sky Memoranda, CUSIP fees, the California Debt and Investment Advisory Commission fee, and
transportation, lodging, and meals for the District’s employees and representatives.
If this Purchase Agreement shall be terminated by the Underwriter because of any failure or
refusal on the part of the District to comply with the terms or to fulfill any of the conditions of this
Purchase Agreement, or if for any reason the District shall be unable to perform its obligations under
this Purchase Agreement, the District will reimburse the Underwriter for all out-of-pocket expenses
(including the fees and disbursements of Underwriter’s Counsel) reasonably incurred by the
Underwriter in connection with this Purchase Agreement or the offering contemplated hereunder.
19
Section 10. Notices.
Any notices to be given the Underwriter shall be given in writing to Oppenheimer & Co. Inc.,
135 Main Street, Suite 1700, San Francisco, CA 94105, Attention: Public Finance Department. Any
notices to be given to the District shall be given in writing to 1275 Meadow Crest Drive, South Lake
Tahoe, California 96150.
Section 11. No Assignment.
This Purchase Agreement has been executed by the District and the Underwriter, and shall
inure to the benefit of the District and the Underwriter and their respective successors or assigns and
no persons other than the foregoing shall acquire or have any right under or by virtue of this Purchase
Agreement. All of the representations, warranties and agreements contained in this Purchase
Agreement shall survive the delivery of and payment for the Certificates and any termination hereof.
Section 12. Applicable Law.
This Purchase Agreement shall be interpreted, governed and executed in accordance with the
laws of the State of California applicable to contracts made and performed in such state.
Section 13. Effectiveness.
This Purchase Agreement shall become effective upon the execution hereof by the Underwriter
and the District and shall be valid and enforceable from and after the time of such execution.
Section 14. Severability.
In the event any provision of this Purchase Agreement shall be declared invalid or
unenforceable by any court of competent jurisdiction, such shall not invalidate or render unenforceable
any other provision hereof.
Section 15. Execution in Counterparts; Electronic Signatures and Electronic Records.
This Purchase Agreement may be executed and entered into in several counterparts, including
counterparts that are manually executed and counterparts that are executed with an electronic signature,
each of which shall be deemed an original, and all of which shall constitute but one and the same
instrument. The person associated with any such signature shall be deemed to have had the intent to
sign this Purchase Agreement with an electronic signature and agrees that execution of this Purchase
Agreement by electronic signature is attributable to such person. All parties executing this Purchase
Agreement expressly agree under the California Uniform Electronic Transactions Act (“UETA”)
(California Civil Code §1633.1 et seq.), that this Purchase Agreement and all other agreements,
certificates, opinions and similar records (“documents”) relating to the Certificates constitute a
“transaction” under the UETA and expressly agree to allow all aspects of the transaction to which the
UETA can apply to be conducted by electronic means. For these purposes, a signature by fax, e-mail,
or other electronic technology on a document relating to the Certificates shall constitute an “electronic
signature” to an “electronic record” under the UETA with respect to this specific transaction.
An electronic signature means a signature that is executed by symbol attached to or logically
associated with a record and includes facsimile signatures or signatures transmitted by electronic mail
in so-called PDF format. All parties to this Purchase Agreement: (a) agree that an electronic signature,
20
whether digital or encrypted, of a party to this Purchase Agreement or any other electronic record
associated with the Certificates is intended to authenticate this writing and to have the same force and
effect as a manual signature; (b) intended to be bound by the signatures (whether original, faxed, or
electronic) on any document relating to the Certificates sent or delivered by facsimile or electronic
mail or other electronic means; (c) are aware that the other party(ies) will rely on such signatures; and,
(d) hereby waive any defenses to the enforcement of the terms of this Purchase Agreement or any other
document related to the Certificates based on the foregoing forms of signature.
[Remainder of Page Intentionally Left Blank.]
S-1
IN WITNESS WHEREOF, each of the undersigned has executed this Purchase Agreement by
its duly authorized officer, effective as of the day and year first above written.
OPPENHEIMER & CO. INC., as Underwriter
By___________________________________
Authorized Officer
Accepted as of the date hereof:
SOUTH TAHOE PUBLIC UTILITY
DISTRICT
By___________________________________
Authorized Officer
Time of Execution: _____________ p.m.
California time
A-1
APPENDIX A
MATURITY SCHEDULE
$_____
SOUTH TAHOE PUBLIC UTILITY DISTRICT
2025 WASTEWATER REVENUE CERTIFICATES OF PARTICIPATION
Maturity
(August 1)
Principal
Component
Interest
Rate Yield Price
10% Test
Satisfied as
of
Sale Date*
Hold-the-
Offering-
Price Rule
Applies
20__ $ % %
___________________________________
(C) Yield to the first optional prepayment date of August 1, 20__ at [par].
(T) Term Certificate.
* At the time of execution of this Certificate Purchase Agreement and assuming orders are confirmed by the close of
the business day immediately following the date of this Certificate Purchase Agreement.
B-1
APPENDIX B
FORM OF ISSUE PRICE CERTIFICATE
$_____
SOUTH TAHOE PUBLIC UTILITY DISTRICT
2025 WASTEWATER REVENUE CERTIFICATES OF PARTICIPATION
The undersigned, Oppenheimer & Co. Inc. (“Oppenheimer”) based on the information
available to it, hereby certifies as set forth below with respect to the sale and issuance of the above-
captioned obligations (the “Certificates”).
A. Issue Price.
1. Sale of the General Rule Maturities. As of the date of this certificate, for each
Maturity of the General Rule Maturities, the first price at which at least 10% of such Maturity was sold
to the Public as of the date of execution of the Certificate Purchase Agreement, is the respective price
listed in Schedule A.
2. Defined Terms.
(a) General Rule Maturities means those Maturities of the Certificates listed in
Schedule A hereto as the “General Rule Maturities.”
(b) Issuer means the South Tahoe Public Utility District.
(c) Maturity means Certificates with the same credit and payment terms.
Certificates with different maturity dates, or Certificates with the same maturity date but
different stated interest rates, are treated as separate maturities.
(d) Public means any person (including an individual, trust, estate, partnership,
association, company, or corporation) other than an Underwriter or a Related Party to the
Underwriter.
(e) Underwriter means: (i) any person that agrees pursuant to a written contract
with the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate
in the initial sale of the Certificates to the Public; and (ii) any person that agrees pursuant to a
written contract directly or indirectly with a person described in clause (i) of this paragraph to
participate in the initial sale of the Certificates to the Public (including a member of a selling
group or a party to a third-party distribution agreement participating in the initial sale of the
Certificates to the Public).
(f) Related Party means any entity if the Underwriter and such entity are subject,
directly or indirectly, to: (i) more than 50 percent common ownership of the voting power or
the total value of their stock, if both entities are corporations (including direct ownership by
one corporation of another); (ii) more than 50 percent common ownership of their capital
interests or profit interests, if both entities are partnerships (including direct ownership by one
partnership of another); or (iii) more than 50 percent common ownership of the value of the
outstanding stock of the corporation or the capital interests or profit interests of the partnership,
B-2
as applicable, if one entity is a corporation and the other entity is a partnership (including direct
ownership of the applicable stock or interests by one entity of the other).
We understand that the representations contained herein may be relied upon by the Issuer in
making certain of the representations contained in the Tax Certificate, and we further understand that
Jones Hall, A Professional Law Corporation, as special counsel, may rely upon this certificate, among
other things, in providing an opinion with respect to the exclusion from gross income of interest on the
Certificates pursuant to Section 103 of the Internal Revenue Code of 1986, as amended (the “Code”).
The undersigned is certifying only as to facts in existence on the date hereof. Nothing herein represents
the undersigned’s interpretation of any laws; in particular the regulations under the Code, or the
application of any laws to these facts. The certifications contained herein are not necessarily based on
personal knowledge, but may instead be based on either inquiry deemed adequate by the undersigned
or institutional knowledge (or both) regarding the matters set forth herein. Except as expressly set
forth above, the certifications set forth herein may not be relied upon or used by any third party or for
any other purpose.
The undersigned is authorized to execute this certificate on behalf of the Underwriter, which
certifications are not necessarily based on personal knowledge, but may instead be based on either
inquiry deemed adequate by the undersigned or institutional knowledge (or both) regarding the matters
set forth herein.
OPPENHEIMER & CO. INC., as Underwriter
By: ________________________________
Authorized Officer
B-3
SCHEDULE A
SALES PRICES
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PRELIMINARY OFFICIAL STATEMENT DATED ___________, 2025
NEW ISSUE-FULL BOOK-ENTRY RATING: S&P: “__”
See “RATING” herein.
In the opinion of Jones Hall, A Professional Law Corporation, San Francisco, California, Special Counsel, subject, however to certain
qualifications described herein, under existing law, the portion of Installment Payments designated as and comprising interest and received
by the owners of the Certificates is excluded from gross income for federal income tax purposes, and such interest is not an item of tax
preference for purposes of the federal alternative minimum tax. The portion of Installment Payments designated as and comprising interest
may be subject to the corporate alternative minimum tax. In the further opinion of Special Counsel, such interest is exempt from California
personal income taxes. See "TAX MATTERS."
$_____________*
South Tahoe Public Utility District
2025 Wastewater Revenue Certificates of Participation
Dated: Date of Delivery Due: August 1, as shown on the inside cover
Certificate Terms. The above-referenced certificates of participation (the “Certificates”) are being executed and delivered
by U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), pursuant to a Trust Agreement, dated as of January 1,
2025 (the “Trust Agreement”), by and among the South Tahoe Public Utility District (the “District”), the CSDA Finance Corporation
(the “Corporation”) and the Trustee. Interest on the Certificates will be payable on February 1 and August 1 of each year, commencing
August 1, 2025. Payments of the principal of, premium, if any, and interest on the Certificates will be made directly to The Depository
Trust Company (“DTC”), or its nominee, Cede & Co., by the Trustee so long as DTC or Cede & Co. is the registered owner of the
Certificates.
Purpose. The Certificates are being executed and delivered to (i) finance capital improvement projects of the District, as
described herein, and (ii) pay the costs of executing and delivering the Certificates. See “PLAN OF FINANCE.”
Registration. The Certificates are being delivered as fully registered certificates, registered in the name of Cede & Co. as
nominee of DTC, and will be available to ultimate purchasers in the denomination of $5,000 or any integral multiple thereof, under the
book-entry system maintained by DTC. Ultimate purchasers of Certificates will not receive physical certificates representing their
interest in the Certificates. So long as the Certificates are registered in the name of Cede & Co., as nominee of DTC, references
herein to the owners shall mean Cede & Co., and shall not mean the ultimate purchasers of the Certificates. Disbursements of
payments to DTC’s Participants is the responsibility of DTC and disbursements of such payments to the Beneficial Owners is the
responsibility of DTC’s Participants and Indirect Participants, as more fully described herein. See APPENDIX D – BOOK-ENTRY
SYSTEM.
Prepayment. The Certificates are subject to prepayment prior to maturity. See “THE CERTIFICATES – Prepayment.”
Security and Sources of Repayment for Certificates. The Certificates evidence direct, undivided fractional interests in
installment payments (the “Installment Payments”) to be made by the District to the Corporation under an Installment Sale Agreement,
dated as of January 1, 2025 (the “Installment Sale Agreement”), by and between the District and the Corporation. The Corporation’s
right to receive the Installment Payments has been assigned to the Trustee for the benefit of the Owners of the Certificates. The
District’s obligation to make the Installment Payments is a special limited obligation of the District, secured by and payable from a
pledge of the Net Revenues (defined herein) of the Wastewater System (defined herein) and from amounts on deposit in certain funds
and accounts established under the Installment Sale Agreement and the Trust Agreement. See “SECURITY AND SOURCES OF
PAYMENT FOR THE CERTIFICATES.”
Existing and Future Parity Obligations. The District currently has outstanding obligations payable from the Net Revenues
on a parity basis with its obligation to pay the Installment Payments. In the future, the District may issue additional obligations secured
by a pledge of the Net Revenues of the Wastewater System on a parity with the pledge securing the Installment Payments, subject
to the conditions set forth herein. See “SECURITY AND SOURCES OF PAYMENT FOR THE CERTIFICATES – Parity Obligations.”
This cover page contains information for quick reference only. It is not intended to be a summary of all factors relating to
an investment in the Certificates. Investors must read the entire Official Statement before making any investment decision.
The Certificates are offered when, as and if issued and received by the Underwriter and subject to the approval as to their legality
by Jones Hall, A Professional Corporation, San Francisco, California, as Special Counsel. Certain legal matters will also be passed upon for
the District by Jones Hall, A Professional Law Corporation, San Francisco, California, as Disclosure Counsel to the District, and by general
counsel to the District. Certain legal matters will be passed upon for the Underwriter by its counsel, Kutak Rock LLP, Irvine, California. It is
anticipated that the Certificates will be delivered in book-entry form through the facilities of DTC on or about January ___, 2025.
[Insert Oppenheimer Logo]
Dated: __________ __, 2025
_______________________
* Preliminary; subject to change.
MATURITY SCHEDULE
$______________*
South Tahoe Public Utility District
2025 Wastewater Revenue Certificates of Participation
Maturity Date
(August 1)
Principal
Amount
Interest
Rate Yield Price
CUSIP †
____________
* Preliminary, subject to change.
† CUSIP Global Services (CGS) is managed on behalf of American Bankers Association by FactSet Research Systems Inc.
CopyrightÓ 2024 CUSIP Global Services. This data is not intended to create a database and does not serve in any way as a
substitute for the CGS database. CUSIPÒ numbers are provided for convenience of reference only. Neither the District nor the
Underwriter nor their agents or counsel assume responsibility for the accuracy of such numbers.
SOUTH TAHOE PUBLIC UTILITY DISTRICT
BOARD OF DIRECTORS
[David Peterson, President
Shane Romsos, Vice President
Nick Exline, Director
Nick Haven, Director
Kelly Sheehan, Director]
DISTRICT STAFF
Paul Hughes, General Manager
Andrea Salazar, Chief Financial Officer
____________________________________
SPECIAL SERVICES
Municipal Advisor
Bartle Wells Associates
Berkeley, California
Special Counsel and Disclosure Counsel
Jones Hall, A Professional Law Corporation
San Francisco, California
Trustee
U.S. Bank Trust Company, National Association
San Francisco, California
ii
GENERAL INFORMATION ABOUT THIS OFFICIAL STATEMENT
No dealer, broker, salesperson or other person has been authorized to give any information or to make any
representations with respect to the Certificates other than as contained in this Official Statement, and if given or made,
such other information or representation must not be relied upon as having been authorized.
This Official Statement, deemed final by the District, does not constitute an offer to sell or the solicitation of an
offer to buy in any state in which such offer or solicitation is not authorized or in which the person making such offer or
solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation.
This Official Statement speaks only as of its date, and the information and expressions of opinion contained
in this Official Statement are subject to change without notice. Neither the delivery of this Official Statement nor any
sale of the Certificates will, under any circumstances, create any implication that there has been no change in the affairs
of the District or any other parties described in this Official Statement, or in the condition of the security for the
Certificates since the date of this Official Statement.
This Official Statement is submitted in connection with the sale of the Certificates referred to in this Official
Statement and may not be reproduced or used, in whole or in part, for any other purpose. This Official Statement is
not a contract with the purchasers of the Certificates. Prospective investors should not construe the contents of this
Official Statement as legal, tax or investment advice.
The information contained in this Official Statement has been obtained from sources that are believed to be
reliable, but this information is not guaranteed as to accuracy or completeness.
The Underwriter has submitted the following statement for inclusion in this Official Statement: The Underwriter
has reviewed the information in this Official Statement in accordance with, and as a part of, its responsibilities to
investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the
Underwriter does not guarantee the accuracy or completeness of such information.
All references to and summaries of the Trust Agreement, Installment Sale Agreement, or other documents
contained in this Official Statement are subject to the provisions of those documents and do not purport to be complete
statements of those documents.
The Certificates have not been registered under the Securities Act of 1933, as amended, or the Securities
Exchange Act of 1934, as amended, in reliance upon exemptions for the issuance and sale of municipal securities
provided under Section 3(a)(2) of the Securities Act of 1933 and Section 3(a)(12) of the Securities Exchange Act of
1934.
Certain statements included or incorporated by reference in this Official Statement constitute forward-looking
statements. Such statements are generally identifiable by the terminology used such as “plan,” “expect,” “estimate,”
“project,” “budget” or other similar words. The achievement of certain results or other expectations contained in such
forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual
results, performance or achievements described to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements. No assurance is given that actual results will
meet the forecasts of the District in any way, regardless of the level of optimism communicated in the information. The
District is not obligated to issue any updates or revisions to the forward-looking statements if or when its expectations,
or events, conditions or circumstances on which such statements are based occur.
The references to internet websites in this Official Statement are shown for reference and convenience
only; unless explicitly stated to the contrary, the information contained within the websites and any links contained
within those websites are not incorporated herein by reference and do not constitute part of this Official Statement.
TABLE OF CONTENTS
INTRODUCTION .............................................. 1
GENERAL ....................................................... 1
CERTIFICATE TERMS AND APPLICATION OF
PROCEEDS ..................................................... 1
THE DISTRICT AND THE WASTEWATER SYSTEM 1
THE CERTIFICATES ......................................... 2
SECURITY FOR THE CERTIFICATES ................... 2
NO RESERVE FUND ........................................ 2
FURTHER INFORMATION .................................. 2
THE CERTIFICATES ........................................ 3
GENERAL ....................................................... 3
PREPAYMENT ................................................. 3
PLAN OF FINANCE .......................................... 6
THE PROJECT ................................................. 6
ESTIMATED SOURCES AND USES OF FUNDS ..... 6
DEBT SERVICE SCHEDULES ............................. 7
SECURITY AND SOURCES OF PAYMENT
FOR THE CERTIFICATES ............................... 9
PLEDGE OF NET REVENUES; DEFINITIONS ........ 9
WASTEWATER FUND; FLOW OF FUNDS ............ 9
NO RESERVE FUND ...................................... 10
INSTALLMENT PAYMENT FUND; CORPORATION’S
ASSIGNMENT OF RIGHTS ............................... 10
RATE COVENANTS; COLLECTION OF RATES AND
CHARGES ..................................................... 11
RATE STABILIZATION FUND ............................ 12
LIMITED OBLIGATION ..................................... 12
INSURANCE; NET PROCEEDS ......................... 12
NO SENIOR OBLIGATIONS ............................. 13
PARITY DEBT ................................................ 13
SUBORDINATE OBLIGATIONS ......................... 14
THE CORPORATION ..................................... 14
THE DISTRICT ............................................... 14
GENERAL ..................................................... 14
SERVICE AREA MAP ...................................... 15
BOARD OF DIRECTORS .................................. 16
DISTRICT MANAGEMENT AND STAFF .............. 16
EMPLOYEES AND LABOR ARRANGEMENT ........ 16
DEBT MANAGEMENT POLICY ......................... 17
THE WASTEWATER SYSTEM ...................... 17
OVERVIEW ................................................... 17
NUMBER OF WASTEWATER CONNECTIONS ..... 17
TOP TEN CUSTOMERS .................................. 18
WASTEWATER SYSTEM FACILITIES ................ 18
HISTORICAL WASTEWATER FLOWS ................ 19
REGULATORY MATTERS ................................ 19
ANTICIPATED CAPITAL IMPROVEMENTS .......... 20
FINANCIAL MATTERS OF THE DISTRICT ... 22
WASTEWATER CHARGES ............................... 22
DELINQUENCIES AND COLLECTION ................. 24
COMPARISON WITH NEIGHBORING AGENCIES . 24
DISTRICT PROPERTY TAXES; TEETER PLAN .... 24
HISTORICAL REVENUES, EXPENSES AND DEBT
SERVICE COVERAGE ..................................... 28
PROJECTED REVENUES, EXPENSES AND DEBT
SERVICE COVERAGE ..................................... 29
OUTSTANDING LONG-TERM DEBT .................. 30
INVESTMENT POLICY; INVESTMENTS ............... 31
RETIREMENT PLANS ...................................... 32
RISK FACTORS ............................................. 34
WASTEWATER SYSTEM DEMAND ................... 34
WASTEWATER SYSTEM EXPENSES ................ 34
REGULATORY REQUIREMENTS ....................... 34
NATURAL DISASTERS .................................... 34
LIMITATIONS ON REMEDIES AVAILABLE TO
OWNERS OF CERTIFICATES ........................... 35
CHANGE IN LAW ............................................ 35
LOSS OF TAX-EXEMPTION ............................. 36
ARTICLES XIIIC AND XIIID ............................. 36
PROPOSITION 26 .......................................... 37
CONSTITUTIONAL LIMITATIONS ON
APPROPRIATIONS AND FEES .......................... 38
FUTURE INITIATIVES ...................................... 38
LIMITED RECOURSE ON DEFAULT ................... 38
SECONDARY MARKET FOR CERTIFICATES ....... 38
FUTURE PARITY DEBT ................................... 39
POTENTIAL IMPACT OF CLIMATE CHANGE ....... 39
CYBERSECURITY ........................................... 39
CONTINUING DISCLOSURE ......................... 40
LEGAL OPINIONS .......................................... 40
TAX MATTERS ............................................... 41
NO MATERIAL LITIGATION ........................... 42
RATING .......................................................... 42
MUNICIPAL ADVISOR ................................... 43
UNDERWRITING ............................................ 43
MISCELLANEOUS ......................................... 43
EXECUTION ................................................... 44
APPENDIX A – GENERAL INFORMATION ABOUT THE CITY OF SOUTH LAKE TAHOE AND EL DORADO
COUNTY ....................................................................................................................................... A-1
APPENDIX B – COMPREHENSIVE ANNUAL FINANCIAL STATEMENTS FOR THE FISCAL YEAR
ENDED JUNE 30, 2024 ................................................................................................................ B-1
APPENDIX C – SUMMARY OF CERTAIN PROVISIONS OF THE LEGAL DOCUMENTS ..................................... C-1
APPENDIX D – BOOK ENTRY SYSTEM .................................................................................................................. D-1
APPENDIX E – FORM OF SPECIAL COUNSEL OPINION ...................................................................................... E-1
APPENDIX F – FORM OF CONTINUING DISCLOSURE CERTIFICATE ............................................................... F-1
REGIONAL LOCATION MAP
-1-
__________________________________
OFFICIAL STATEMENT
______________________________
$____________*
South Tahoe Public Utility District
2025 Wastewater Revenue Certificates of Participation
INTRODUCTION
General
This Official Statement, including the cover page and appendices hereto, sets forth certain
information in connection with the sale of the above-referenced certificates of participation (the
“Certificates”). This introduction is not a summary of this Official Statement. It is only a brief
description of, and guide to, and is qualified by more complete and detailed information contained
in, the entire Official Statement, including the cover page and appendices hereto, and the
documents described herein.
Certificate Terms and Application of Proceeds
The Certificates are being executed and delivered by U.S. Bank Trust Company, National
Association, as trustee (the “Trustee”), pursuant to a Trust Agreement, dated as of January 1,
2025 (the “Trust Agreement”), by and among the South Tahoe Public Utility District (the
“District”), the CSDA Finance Corporation, a California non-profit benefit corporation (the
“Corporation”), and the Trustee. Interest on the Certificates will be payable on February 1 and
August 1 of each year, commencing August 1, 2025. Payments of the principal of, premium, if
any, and interest on the Certificates will be made directly to The Depository Trust Company
(“DTC”), or its nominee, Cede & Co., by the Trustee so long as DTC or Cede & Co. is the
registered owner of the Certificates. All capitalized terms used and not otherwise defined herein
shall have the meanings assigned to such terms in APPENDIX C – “SUMMARY OF CERTAIN
PROVISIONS OF THE LEGAL DOCUMENTS” or, if not defined therein, shall have the meanings
assigned to such terms in the Trust Agreement.
The Certificates are being executed and delivered to (i) finance a portion of the cost of
capital improvement projects of the District, as described herein, and (ii) pay the costs of executing
and delivering the Certificates. See “PLAN OF FINANCE.”
The District and the Wastewater System
The District was chartered in 1950 and operates on the south shore of Lake Tahoe. The
District supplies drinking water and provides wastewater collection and treatment. The District’s
wastewater collection system consists of more than 312 miles of gravity collection lines, 20 miles
of pressure forcing mains, and 42 lift stations, providing service to more than 18,200 homes and
businesses. The wastewater treatment plant dry weather permitted capacity is 7.7 million gallons
per day. The District recycles 100% of its wastewater to Alpine County, where it is used for
agricultural purposes. In addition, the District recycles 100% of its biosolids with Bently
Agrodynamics in Douglas County, Nevada. In addition, the District serves drinking water to
approximately 14,100 homes and businesses. Annual water production is approximately 2.5
billion gallons.
* Preliminary; subject to change.
2
For additional information regarding the District and the population that it serves, see “THE
DISTRICT” and APPENDIX A – “GENERAL INFORMATION ABOUT THE CITY OF SOUTH
LAKE TAHOE AND EL DORADO COUNTY.”
The Certificates
The Certificates will be dated their date of issuance and delivery, will bear interest at the
rates per annum set forth on the inside cover page hereof payable semiannually on February 1
and August 1, commencing August 1, 2025 (each, an “Interest Payment Date”), and will mature
on the dates and in the amounts set forth on the inside cover page hereof. The Certificates will
be delivered as fully registered certificates, registered in the name of Cede & Co. as nominee of
The Depository Trust Company (“DTC”), and will be available to ultimate purchasers (“Beneficial
Owners”) in the denomination of $5,000 or any integral multiple thereof, under the book-entry
system maintained by DTC. Beneficial Owners will not be entitled to receive delivery of bonds
representing their ownership interest in the Certificates. See “THE CERTIFICATES.”
The Certificates are subject to prepayment prior to maturity as described herein. See
“THE CERTIFICATES – Prepayment.”
Security for the Certificates
The Certificates evidence direct, undivided fractional interests in installment payments (the
“Installment Payments”) to be made by the District to the Corporation under an Installment Sale
Agreement, dated as of January 1, 2025 (the “Installment Sale Agreement”), by and between
the District and the Corporation. The Corporation’s right to receive the Installment Payments has
been assigned to the Trustee for the benefit of the Owners of the Certificates. The District’s
obligation to make the Installment Payments is a special limited obligation of the District, secured
by and payable from a pledge of the Net Revenues (defined herein) of the Wastewater System
(defined herein) and from amounts on deposit in certain funds and accounts established under
the Installment Sale Agreement and the Trust Agreement.
No Reserve Fund
The District will not fund a debt service reserve fund for the Certificates.
Further Information
The summaries and references of the Installment Sale Agreement, the Trust Agreement
and other documents, statutes, reports and other instruments referred to herein do not purport to
be complete, comprehensive or definitive, and each such summary and reference is qualified in
its entirety by reference to the Installment Sale Agreement, the Trust Agreement and each such
document, statute, report or instrument. See APPENDIX C – “SUMMARY OF CERTAIN
PROVISIONS OF THE LEGAL DOCUMENTS” for a summary of certain terms of the Installment
Sale Agreement and the Trust Agreement not summarized in the main body of this Official
Statement.
3
THE CERTIFICATES
General
The Certificates will be dated their date of execution and delivery, will bear interest at the
rates per annum set forth on the inside cover page hereof payable on each Interest Payment Date
and will mature on the dates and in the amounts set forth on the inside cover page hereof. The
Certificates will be issued in denominations of $5,000 or any integral multiple thereof, so long as
no Certificate may have more than one maturity date. The Certificates will be issued only as one
fully registered Certificate for each maturity, in the name of Cede & Co., as nominee for DTC, as
registered owner of all Certificates. See APPENDIX D – “BOOK ENTRY SYSTEM.” Ownership
may be changed only upon the registration books maintained by the Trustee as provided in the
Trust Agreement.
The interest represented by each Certificate is payable from the Interest Payment Date
next preceding the date of execution thereof, unless:
(a) it is executed after a Record Date and on or before the following Interest
Payment Date, in which event interest represented thereby is payable from such Interest
Payment Date; or
(b) it is executed on or before the first Record Date, in which event interest
represented thereby shall be payable from the Closing Date; or
(c) interest represented by such Certificate is in default as of the date of
execution of such Certificate, in which event interest represented thereby is payable from
the Interest Payment Date to which interest represented thereby has previously been paid
or made available for payment.
Interest represented by the Certificates is payable on each Interest Payment Date to and
including the date of maturity or prepayment, whichever is earlier. Said interest represents the
portion of the Installment Payments designated as interest and coming due on each of the
respective Interest Payment Dates. The share of the portion of Installment Payments designated
as interest with respect to any Certificate is computed by multiplying the portion of Installment
Payments designated as principal represented by such Certificate by the rate of interest
represented by such Certificate (on the basis of a 360-day year of twelve 30-day months).
Interest on the Certificates (including the final interest payment upon maturity or
prepayment) is payable when due by check or draft of the Trustee mailed to the Owner thereof at
such Owner’s address as it appears on the Registration Books at the close of business on the
preceding Record Date; provided, that at the written request of the Owner of at least $1,000,000
aggregate principal amount of Certificates, which written request is on file with the Trustee as of
any Record Date, interest on such Certificates will be paid on the succeeding Interest Payment
Date to such account in the United States as specified in such written request.
Prepayment
Optional Prepayment. The Certificates maturing on or before August 1, 20___, are not
subject to optional prepayment prior to the respective stated maturities. The Certificates maturing
on or after August 1, 20___, are subject to optional prepayment in whole or in part on any date
on or after August 1, 20___, from prepayments of the Installment Payments made at the option
of the District under the Installment Sale Agreement, at a prepayment price equal to 100% of the
principal amount of Certificates or portions thereof to be prepaid, together with accrued interest
represented thereby to the prepayment date, without premium.
4
Sinking Fund Prepayment. The Certificates maturing on August 1, 20___ and on August
1, 20___ (the “Term Certificates”) are subject to mandatory sinking fund prepayment by lot on
August 1 in each year as set forth in the following table, from the principal components of the
Installment Payments relating to the Term Certificates which are required to be paid with respect
to each of such dates, at a prepayment price equal to 100% of the principal amount to be prepaid,
together with accrued interest represented thereby to the prepayment date, without premium, as
follows:
Term Certificates due August 1, 20___
Sinking Fund
Prepayment Date
(August 1)
Principal Amount
To Be Prepaid
Notice of Prepayment. When prepayment is authorized or required under the Trust
Agreement, the Trustee shall give notice of the prepayment of the Certificates on behalf and at
the expense of the District. Such notice shall state the prepayment date and prepayment price of
the Certificates called for prepayment; if less than all of the then Outstanding Certificates of any
maturity are to be called for prepayment, shall designate the numbers of the Certificates to be
prepaid by giving the individual number of each Certificate or by stating that all Certificates
between two stated numbers, both inclusive, have been called for prepayment or by stating that
all of the Certificates of one or more maturities have been called for prepayment; in the case of a
Certificate called only in part, shall state the portion of the principal represented thereby which is
to be prepaid; in the case of a conditional prepayment notice, shall state that prepayment shall be
conditional on the receipt of funds sufficient for such prepayment on the prepayment date, shall
require that such Certificates be surrendered on the designated prepayment date at the Corporate
Trust Office of the Trustee for prepayment at said prepayment price and shall state that on the
specified date there shall come due and payable upon each Certificate, the principal and
premium, if any, together with interest accrued to said date, and that from and after such date
interest with respect thereto shall cease to accrue and be payable.
Notice of such prepayment shall be mailed by first class mail with postage prepaid, to the
Owners of Certificates designated for prepayment at their respective addresses appearing on the
Registration Books. Such notice shall be mailed at least 20 days but not more than 60 days prior
to the prepayment date. In addition, notice of prepayment shall be filed electronically with the
Information Services at the time of such mailing to the Certificate Owners. However, neither
failure to receive such notice so mailed nor any defect in any notice so mailed shall affect the
sufficiency of the proceedings for the prepayment of such Certificates or the cessation of accrual
of interest represented thereby from and after the date fixed for prepayment.
Rescission of Notice of Prepayment. The District has the right to rescind any notice of
the optional prepayment of the Certificates by written notice to the Trustee on or prior to the date
fixed for prepayment. Any notice of optional prepayment shall be cancelled and annulled if for
any reason funds will not be or are not available on the date fixed for prepayment for the payment
in full of the Certificates then called for prepayment, and such cancellation shall not constitute an
Event of Default. The District and the Trustee have no liability to the Certificate Owners or any
other party related to or arising from such rescission of prepayment. The Trustee shall mail notice
of such rescission of prepayment in the same manner as the original notice of prepayment was
sent under this Section.
5
Consequences of Notice. Moneys for the prepayment (including the interest to the
applicable date of prepayment) of Certificates having been set aside in the Installment Payment
Fund, the Certificates shall be due and payable on the date of such prepayment, and, upon
presentation and surrender thereof at the Corporate Trust Office of the Trustee, said Certificates
shall be paid at the unpaid principal amount (or applicable portion thereof) represented thereby
plus any applicable premium and plus interest accrued and unpaid to said date of prepayment.
If, on said date of prepayment, moneys for the prepayment of all the Certificates to be
prepaid, together with interest represented thereby to said date of prepayment, shall be held by
the Trustee so as to be available therefor on such date of prepayment, then, from and after said
date of prepayment, interest represented by the Certificates shall cease to accrue and be payable.
All moneys held by the Trustee for the prepayment of Certificates shall be held in trust, uninvested,
for the account of the Owners of the Certificates so to be prepaid.
Partial Prepayment of Certificates. Upon surrender of any Certificate prepaid in part
only, the Trustee shall execute and deliver to the Owner thereof, at the expense of the District, a
new Certificate or Certificates of authorized denominations equal in aggregate principal amount
to the un-prepaid portion of the Certificate surrendered and of the same interest rate and the same
maturity.
Purchase in Lieu of Prepayment. In lieu of prepayment of Certificates as provided
above, amounts held by the Trustee for such prepayment shall, at the written request of an District
Representative received by the Trustee no later than 60 days prior to the prepayment date, be
applied by the Trustee to the purchase of Certificates at public or private sale as and when and
at such prices (including brokerage, accrued interest and other charges) as the District may in its
discretion direct, but not to exceed the prepayment price which would be payable if such
Certificates were prepaid. The aggregate principal amount of Certificates of the same maturity
purchased in lieu of prepayment under the Trust Agreement may not exceed the aggregate
principal amount of Certificates of such maturity which would otherwise be subject to such
prepayment. Any Certificates purchased pursuant to this Section shall be treated as Outstanding
Certificates under this Trust Agreement, except to the extent otherwise directed by an District
Representative.
6
PLAN OF FINANCE
The Project
Proceeds of the Certificates will be used to (i) finance a portion of the cost of the District’s
Project, and (ii) pay the costs of issuing the Certificates.
The “Project” is anticipated to consist of capital improvement projects for the Wastewater
System, including [________________][NTD: Description of project to be confirmed].
Estimated Sources and Uses of Funds
The following sets forth the estimated sources and uses of funds related to the Certificates.
Sources of Funds:
Principal Amount of Certificates $
Plus/Less: [Net] Original Issue Premium/Discount
Total Sources of Funds $
Uses of Funds:
Deposit to Construction Fund $
Costs of Issuance [1]
Total Uses of Funds $
(1) Represents funds to be used to pay costs of issuance, which include fees of Special
Counsel, Disclosure Counsel, Municipal Advisor, Trustee, and rating agency; printing
costs; and other miscellaneous expenses.
7
Debt Service Schedules
The following table shows, for each Fiscal Year ending the last day of June, the principal
of and interest that is payable on the Certificates, assuming no optional prepayments.
Fiscal Year Ending
June 30
Principal
Interest
Total
Total
-8-
The following table shows, for each Fiscal Year ending June 30, the principal of and interest that is payable on the Certificates and outstanding
obligations of the District payable from Net Revenues of the Wastewater System on a parity basis with the Certificates. This table assumes no prepayments
or redemptions of the outstanding obligations. See “– General,” above and “FINANCIAL MATTERS OF THE DISTRICT – Outstanding Long-Term Debt.
Fiscal
Year
Ending
June 30,
2012
Installment
Sale
Agreement (1)
2013
Installment
Sale
Agreement
2015 SRF
Loan (Luther
Pass Power)
2015 SRF
Loan
(Diamond
Valley Ranch)
[2016] SRF
Loan (Aeration
Basin 2)
[2016] SRF
Loan (Primary
Clarifier 1)
2017
Installment
Sale
Agreement
2021
Refunding
Bonds
2022 SRF Loan
(TP 2nd
Clarifier)
2022 SRF Loan
(WW Pump
Station) The
Certificates Total
2025 $507,630 $687,839 $190,054 $327,233 $45,799 $24,820 $392,149 $661,400 -- -- -- $2,883,871
2026 -- 687,839 190,054 327,233 45,799 24,820 392,149 661,000 -- -- $950,000 3,325,841
2027 -- 687,839 190,054 327,233 45,799 24,820 392,149 659,800 $198,714 $177,966 950,000 3,701,321
2028 -- 343,919 190,054 327,233 45,799 24,820 392,149 662,700 198,714 177,966 950,000 3,360,302
2029 -- -- 190,054 327,233 45,799 24,820 392,149 664,600 198,714 177,966 1,250,000 3,318,283
2030 -- -- 190,054 327,233 45,799 24,820 392,149 665,500 198,714 177,966 1,250,000 3,319,183
2031 -- -- 190,054 327,233 45,799 24,820 392,149 665,400 198,714 177,966 1,250,000 3,319,083
2032 -- -- 190,054 327,233 45,799 24,820 392,149 321,300 198,714 177,966 1,250,000 2,974,983
2033 -- -- 190,054 327,233 45,799 24,820 196,074 -- 198,714 177,966 1,250,000 2,457,608
2034 -- -- 190,054 327,233 45,799 24,820 -- -- 198,714 177,966 1,250,000 2,261,534
2035 -- -- 190,054 327,233 45,799 24,820 -- -- 198,714 177,966 1,250,000 2,261,534
2036 -- -- 190,054 327,233 45,799 24,820 -- -- 198,714 177,966 1,250,000 2,261,534
2037 -- -- 190,054 327,233 45,799 24,820 -- -- 198,714 177,966 1,250,000 2,261,534
2038 -- -- 190,054 327,233 45,799 24,820 -- -- 198,714 177,966 1,250,000 2,261,534
2039 -- -- 190,054 327,233 45,799 24,820 -- -- 198,714 177,966 1,250,000 2,261,534
2040 -- -- 190,054 327,233 45,799 24,820 -- -- 198,714 177,966 1,250,000 2,261,534
2041 -- -- 190,054 327,233 45,799 24,820 -- -- 198,714 177,966 1,250,000 2,261,534
2042 -- -- 190,054 327,233 45,799 24,820 -- -- 198,714 177,966 1,250,000 2,261,534
2043 -- -- 190,054 327,233 45,799 24,820 -- -- 198,714 177,966 1,250,000 2,261,534
2044 -- -- 190,054 327,233 45,799 24,820 -- -- 198,714 177,966 1,250,000 2,261,534
2045 -- -- 190,054 327,233 45,799 24,820 -- -- 198,714 177,966 1,250,000 2,261,534
2046 -- -- 190,054 327,233 45,799 24,820 -- -- 198,714 177,966 1,250,000 2,261,534
2047 -- -- 190,054 327,233 45,799 24,820 -- -- 198,714 177,966 1,250,000 2,261,534
2048 -- -- 190,054 327,233 45,799 24,820 -- -- 198,714 177,966 1,250,000 2,261,534
2049 -- -- -- -- -- -- -- -- 198,714 177,966 1,250,000 1,626,680
2050 -- -- -- -- -- -- -- -- 198,714 177,966 1,250,000 1,626,680
2051 -- -- -- -- -- -- -- -- 198,714 177,966 1,250,000 1,626,680
2052 -- -- -- -- -- -- -- -- 198,714 177,966 1,250,000 1,626,680
2053 -- -- -- -- -- -- -- -- 198,714 177,966 1,250,000 1,626,680
2054 -- -- -- -- -- -- -- -- 198,714 177,966 1,250,000 1,626,680
2055 -- -- -- -- -- -- -- -- 198,714 177,966 1,250,000 1,626,680
2056 -- -- -- -- -- -- -- -- 198,714 177,966 -- 376,680
(1) The 2012 Installment Sale Agreement matured on September 1, 2024 and is no longer outstanding.
9
SECURITY AND SOURCES OF PAYMENT FOR THE CERTIFICATES
Pledge of Net Revenues; Definitions
Pledge of Net Revenues. Under the Installment Sale Agreement, all of the Net
Revenues, and all moneys on deposit in certain funds and accounts established and held by the
Trustee under the Trust Agreement, are irrevocably pledged to the punctual payment of the
Installment Payments. Such pledge constitutes a lien on and security interest in the Net
Revenues and such other moneys for the payment of the Installment Payments in accordance
with the terms hereof. Such pledge and lien on, and security interest in, the Net Revenues shall
be on a parity with the pledge, lien and security interest which secures the Parity Obligations.
“Revenues” means all gross charges (including surcharges, if any) received for, and all
other gross income and receipts derived by the District from, the ownership and operation of the
Wastewater System or otherwise arising from the Wastewater System, including but not limited
to (a) rates and charges, capacity charges, and connection charges, (b) any amounts transferred
to the Wastewater Fund from a Rate Stabilization Fund, and (c) investment earnings on amounts
held in the Wastewater Fund or in any other fund established with respect to the Wastewater
System. The term “Revenues” does not include (i) refundable deposits made to establish credit,
(ii) the proceeds of any ad valorem property taxes, and (iii) the proceeds of any special
assessments or special taxes levied upon real property within any improvement district served by
the District for the purpose of paying special assessment bonds or special tax obligations of the
District relating to the Wastewater System.
“Wastewater System” means all wastewater transport, treatment, storage and disposal
facilities, including Iand and easements thereof, owned by the District, and all other properties,
structures or works hereafter acquired and constructed by the District and determined to be a part
of the Wastewater System, together with all additions, betterments, extensions or improvements
to such facilities, properties, structures or works or any part thereof hereafter acquired and
constructed.
“Operation and Maintenance Costs” means the reasonable and necessary costs and
expenses paid by the District to maintain and operate the Wastewater System, including but not
limited to (a) costs of collecting and treating wastewater, (b) costs of electricity and other forms of
energy supplied to the Wastewater System, (c) the reasonable expenses of management and
repair and other costs and expenses necessary to maintain and preserve the Wastewater System
in good repair and working order, and (d) the reasonable administrative costs of the District
attributable to the operation and maintenance of the Wastewater System. The term “Operation
and Maintenance Costs” does not include (i) Annual Debt Service, (ii) depreciation, replacement
and obsolescence charges or reserves therefor, (iii) amortization of intangibles or other
bookkeeping entries of a similar nature, (iv) discretionary payments made by the District not
required for operations, such as voluntary prepayment of pension liability, and (v) costs of capital
additions, replacements, betterments, extensions or improvements to the Wastewater System
chargeable to a capital account.
“Adjusted Operation and Maintenance Costs” means, for any period, Operation and
Maintenance Costs incurred during said period, less property taxes received by the District during
said period that are deposited into the Wastewater Fund.
Wastewater Fund; Flow of Funds
Receipt, Deposit and Application of Revenues and Net Revenues. The District has
previously established the Wastewater Fund, which the District agrees under the Installment Sale
Agreement to continue to hold and maintain for the purposes and uses set forth therein. The
10
District shall deposit all of the Revenues in the Wastewater Fund immediately upon receipt, and
shall pay Operation and Maintenance Costs therefrom.
Wastewater Fund; Revenues. The District has previously established the Wastewater
Fund, which it will continue to hold and maintain for the purposes and uses set forth herein.
The District will deposit all Revenues in the Wastewater Fund promptly upon the receipt
thereof, and will apply amounts in the Wastewater Fund solely for the uses and purposes
set forth herein and purposes set forth in the Parity Obligation Documents.
Payments from Net Revenues. In addition to withdrawals required to pay principal of and
interest on the outstanding Parity Obligations when due, the District shall withdraw
amounts on deposit in the Wastewater Fund and apply such amounts at the times and for
the purposes, and in the priority, as follows:
Payment of Installment Payments and Parity Obligations. On or before
each Installment Payment Date, the District shall withdraw from the
Wastewater Fund and transfer to the Trustee for deposit in the Installment
Payment Fund an amount of Net Revenues which, together with the
balance then on deposit in the Installment Payment Fund, is equal to the
aggregate amount of the Installment Payment coming due and payable on
the next succeeding Interest Payment Date. In addition, the District shall
withdraw from the Wastewater Fund and pay the principal of and interest
on any Parity Obligations from Net Revenues, without preference or priority
among the Installment Payments and Parity Obligations. If the amount of
Net Revenues on deposit in the Wastewater Fund is at any time insufficient
to enable the District to pay when due the Installment Payments and the
principal of and interest on the Parity Obligations, such payments shall be
made on a pro rata basis.
Other Permitted Uses of Net Revenues. The District shall manage,
conserve and apply moneys in the Wastewater Fund in such a manner that all
deposits required to be made under the Installment Sale Agreement and the
documents authorizing the issuance of any Parity Obligations will be made at the
times and in the amounts so required. Subject to the foregoing sentence, so long
as no Event of Default has occurred and is continuing, the District may at any time
use and apply moneys in the Wastewater Fund for any one or more of the following
purposes: (i) the payment of the Operation and Maintenance Costs of the
Wastewater System, (ii) the acquisition and construction of extensions and
betterments to the Wastewater System, (iii) the redemption of any of the
Certificates or Parity Obligations that are then subject to redemption or the
purchase thereof from time to time in the open market, at prices and in such
manner, either at public or private sale, or otherwise, as the District in its discretion
may determine; or (iv) any other lawful purpose of the District relating to the
Wastewater System.
No Reserve Fund
The District will not fund a debt service reserve fund for the Certificates.
Installment Payment Fund; Corporation’s Assignment of Rights
Establishment and Application of Installment Payment Fund. Under the Trust
Agreement, the Trustee establishes and maintains a special fund designated as the “Installment
Payment Fund,” into which the Trustee deposits all Installment Payments paid to the Trustee for
such purpose under the Installment Sale Agreement and the Trust Agreement. All moneys at any
11
time deposited by the Trustee in the Installment Payment Fund shall be held by the Trustee in
trust for the benefit of the District and the Owners of the Certificates. So long as any Certificates
are Outstanding, neither the District nor the Corporation has any beneficial right or interest in the
Installment Payment Fund or the moneys deposited therein, except only as provided in the
Installment Sale Agreement or herein, and such moneys shall be used and applied by the Trustee
as set forth in the Trust Agreement.
The Trustee will use and withdraw amounts in the Installment Payment Fund solely for the
purpose of paying the principal, interest and prepayment premiums (if any) represented by the
Certificates as the same are due and payable, in accordance with the provisions of the Trust
Agreement.
At the written request of the District, the Trustee will withdraw and remit to the District any
surplus remaining in the Installment Payment Fund, after prepayment and payment of all
Certificates, including all premiums and accrued interest (if any), payment of any amounts owing
to the Certificate Insurer, and payment of any applicable fees and expenses to the Trustee, or
provision for such prepayment or payment having been made in accordance with the Trust
Agreement.
Assignment of Rights in Installment Sale Agreement. Under the Trust Agreement, the
Corporation irrevocably transfers, assigns and sets over to the Trustee, without recourse to the
Corporation, certain of its rights in the Installment Sale Agreement, including all of the
Corporation’s rights to receive and collect all of the Installment Payments and all other amounts
required to be deposited in the Installment Payment Fund, and the Trustee accepts such
assignment for the benefit of the Certificate Owners. All Installment Payments and such other
amounts to which the Corporation may at any time be entitled shall be paid directly to the Trustee,
and all of the Installment Payments collected or received by the Corporation shall be deemed to
be held and to have been collected or received by the Corporation as the agent of the Trustee,
and if received by the Corporation at any time shall be deposited by the Corporation with the
Trustee within one Business Day after the receipt thereof, and all such Installment Payments and
such other amounts shall be forthwith deposited by the Trustee upon the receipt thereof in the
Installment Payment Fund.
Rate Covenants; Collection of Rates and Charges
Covenant Regarding Revenues. In the Installment Sale Agreement, the District
covenants to fix, prescribe, revise and collect rates, fees and charges for the services and facilities
furnished by the Wastewater System during each Fiscal Year which are at least sufficient, after
making allowances for contingencies and errors in the estimates, to yield Revenues sufficient to
pay the following amounts in the following order of priority:
(a) all Adjusted Operation and Maintenance Costs estimated by the District to
become due and payable in such Fiscal Year;
(b) the principal of and interest on all outstanding Certificates and Parity
Obligations, as they become due and payable during the Fiscal Year, without preference or
priority
(c) all amounts, if any, required to restore the balance in any reserve funds
established for any Parity Obligations to their required levels; and
(d) all payments, including, but not limited to, payments required to meet any other
obligations of the District that are charges, liens, encumbrances upon, or which are otherwise
payable from, the Revenues or the Net Revenues during such Fiscal Year.
12
Covenant Regarding Net Revenues. In the Installment Sale Agreement, the District
covenants to fix, prescribe, revise and collect rates, fees and charges for the services and facilities
furnished by the Wastewater System during each Fiscal Year that are sufficient to yield Net
Revenues that are at least equal to 120% of the amount described in the preceding clause (b) for
such Fiscal Year. For purposes of this covenant, the amount of Net Revenues for a Fiscal Year
will be computed on the basis that (a) any transfers from the Rate Stabilization Fund into the
Wastewater Fund in such Fiscal Year are included in the calculation of Net Revenues, and (b)
any transfers from the Wastewater Fund into the Rate Stabilization Fund in such Fiscal Year are
deducted from the amount of Net Revenues to the extent such deposits are made from Revenues
received by the District during that Fiscal Year.
Rate Stabilization Fund
Under the Installment Sale Agreement, the District may establish a Rate Stabilization Fund
for the purpose of stabilizing the rates and charges imposed by the District with respect to the
Wastewater System.
From time to time the District may deposit amounts in the Rate Stabilization Fund, from
any source of legally available funds, including but not limited to Net Revenues which are released
from the pledge and lien which secure the Certificates and any Parity Obligations, as the District
may determine. Such deposits for any Fiscal Year may be made until (but not after) 8 months
following the end of such Fiscal Year.
The District may, but is not required to, withdraw from any amounts on deposit in the Rate
Stabilization Fund and deposit such amounts in the Wastewater Fund in any Fiscal Year for the
purpose of paying Debt Service coming due and payable in such Fiscal Year; provided that
withdrawal and deposit for any Fiscal Year may be made until (but not after) 8 months following
the end of that Fiscal Year. Amounts so transferred from the Rate Stabilization Fund to the
Wastewater Fund shall constitute Revenues for such Fiscal Year (except as otherwise provided
in the Installment Sale Agreement), and shall be applied for the purposes of the Wastewater Fund.
Amounts on deposit in the Rate Stabilization Fund will not be pledged to or otherwise
secure the Certificates or any Parity Obligations. The District has the right at any time to withdraw
any or all amounts on deposit in the Rate Stabilization Fund and apply such amounts for any
lawful purposes of the District relating to the Wastewater System.
Limited Obligation
The District’s obligation to pay the Installment Payments and any other amounts coming
due and payable under the Installment Sale Agreement are a special obligation of the District
limited solely to the Net Revenues and the other amounts pledged thereunder. Under no
circumstances is the District required to advance moneys derived from any source of income
other than the Net Revenues and other sources specifically identified herein for the payment of
the Installment Payments and such other amounts, nor are any other funds or property of the
District be liable for the payment of the Installment Payments and any other amounts coming due
and payable thereunder.
Insurance; Net Proceeds
The District will at all times maintain with responsible insurers all such insurance on the
Wastewater System as is customarily maintained with respect to works and properties of like
character against accident to, loss of or damage to the Wastewater System. The District shall
apply amounts collected from insurance against accident to or destruction of any portion of the
Wastewater System to repair or rebuild such damaged or destroyed portion of the Wastewater
System, and to the extent not so applied, to prepay or redeem any Parity Obligations, in the
13
District’s discretion. The District shall also maintain, with responsible insurers, worker’s
compensation insurance and insurance against public liability and property damage to the extent
reasonably necessary to protect the District, the Trustee and the Owners of the Certificates. Any
required insurance may be maintained by the District in the form of self-insurance through a joint
powers agreement or otherwise.
No Senior Obligations
The District may not issue or incur any additional bonds, notes or other obligations having
any priority over the Installment Payments in the payment of principal or interest out of the
Revenues or Net Revenues.
Parity Obligations
Existing Parity Obligations. The District currently has outstanding other obligations
payable from the Net Revenues on a parity basis with the Installment Payments (collectively, the
“Parity Obligations”). See “FINANCIAL MATTERS OF THE DISTRICT – Other Long-Term
Debt.”
Future Parity Obligations. In the future, the District may issue or incur additional Parity
Obligations from time to time in such principal amount as it determines, subject to the following
conditions precedent:
(a) No Event of Default (or no event with respect to which notice has
been given and which, once all notice of grace periods have passed, would
constitute an Event of Default) has occurred and is continuing
(b) Net Revenues, calculated in accordance with sound accounting
principles, as shown by the books of the District for the most recent Fiscal Year for
which audited financial statements of the District are available, or for any more
recent consecutive 12 month period selected by the District, in either case verified
by and Independent Accountant or a Financial Consultant or shown in the audited
financial statements of the District, plus (at the option of the District) any Additional
Revenues, less any transfers made to the Wastewater Fund from a Rate
Stabilization Fund during such consecutive 12 month period, at least equal to
120% of the maximum amount of Debt Service for the current or any future Fiscal
Year on the Certificates, all outstanding Parity Obligations, and the Parity
Obligations then proposed to be issued. For purposes of the foregoing calculation,
with respect to any Parity Obligations obligation 25% or more of the principal or
other face amount of which matures or becomes due on the same date or within a
12-month period (with mandatory sinking fund payments deemed to be payments
of matured principal), that portion of such Parity Obligations obligation which
matures or becomes due on such date or within such 12-month period shall be
treated as if it were to be amortized in substantially equal annual installments
during the term of 20 years from the date of calculation.
(c) The District must provide a written certificate to the Trustee
certifying that the conditions set forth above have been satisfied.
“Additional Revenues” is defined in the Trust Agreement to mean, with respect to the
issuance of any Parity Obligations, any or all of the following amounts:
(i) An allowance for Net Revenues from any additions or improvements to or
extensions of the Wastewater System to be made by the District during the 36 month
period following the issuance of such Parity Obligations, in an amount equal to 100% of
the estimated additional average annual Net Revenues to be derived from all properties
14
which are improved with a structure the construction of which has been completed prior
to the date of issuance of such Parity Obligations and to which service will be provided by
such additions, improvements and extensions, all as shown by the certificate or opinion of
a Financial Consultant.
(ii) An allowance for Net Revenues arising from any increase in the charges
made for service from the Wastewater System which has become effective prior to the
incurring of such Parity Obligations but which, during all or any part of the most recent
completed Fiscal Year for which audited financial statements of the District are available,
or for any more recent consecutive 12-month period selected by the District under Section
5.7 of the Installment Sale Agreement, was not in effect, in an amount equal to the total
amount by which the Net Revenues would have been increased if such increase in
charges had been in effect during the whole of such Fiscal Year or 12-month period, all
as shown by the certificate or opinion of a Financial Consultant.
Subordinate Obligations
Nothing in the Trust Agreement or Installment Sale Agreement limits or affects the ability
of the District to issue or incur (a) Parity Obligations under the Installment Sale Agreement, or (b)
obligations that are either unsecured or secured by an interest in the Net Revenues that is junior
and subordinate to the pledge of and lien upon the Net Revenues established under the
Installment Sale Agreement.
THE CORPORATION
The Corporation was incorporated under the Nonprofit Public Benefit Corporation Law of
the State of California. The Corporation was organized as a nonprofit corporation for the purpose,
among others, of assisting entities, such as the District, in the acquisition, construction and
financing of public improvements which are determined to be of public benefit to such
entities. The Corporation’s articles of incorporation and bylaws empower it to participate in the
financing of the Project.
THE DISTRICT
General
The District was chartered in 1950 and operates on the south shore of Lake Tahoe,
America's largest alpine lake. The District supplies drinking water and provides wastewater
collection, treatment and effluent disposal services to residents and businesses in and around the
City of South Lake Tahoe. The District serves approximately 18,300 wastewater connections and
14,200 water connections within a 42-square mile services area. The District is headquartered in
the City of South Lake Tahoe, which serves as a central hub for the nearby ski resorts, casinos,
and outdoor recreational activities.
15
Service Area Map
The following map shows the service area of the District.
[insert service area map]
16
Board of Directors
The District is governed by a five-member Board of Directors, each of whom serves a four-
year term. The current Board Members and the expiration of their respective terms are set forth
in the following table.
Board Members Expiration of Term
[David Peterson, President December 2024]
Shane Romsos, Vice President December 2026
Nick Exline, Director December 2026
Nick Haven, Director December 2026
[Kelly Sheehan, Director December 2024]
District Management and Staff
Paul Hughes, General Manager. Paul Hughes is the General Manager for the South
Tahoe Public Utility District, a position he has held since 2023. He previously served as Chief
Financial Officer of the South Tahoe Public Utility District starting in 2008. He received his BS in
Business Administration from California State University, Sacramento in 1990. Mr. Hughes began
his public sector work experience in 1996 when he was hired by the California State Association
of Counties in Sacramento, California. Since then, he has worked as the CFO for a county-owned
hospital and two cities. Immediately prior to working for the District he was the finance director for
a city near Portland, Oregon. His experience with municipalities who provide water and sewer
utility service prepared him for the position he holds with the District. Mr. Hughes has been
recognized by the California Special Districts Association for successfully completing the Special
District Administrator Certification Examination, illustrating a high level of knowledge and
expertise in the areas of special district management and governance, and a strong commitment
to the community. For twelve consecutive years, Mr. Hughes has received the Government
Finance Officers Associations Certificate of Achievement for Excellence in Financial Reporting
for its Comprehensive Annual Financial Report.
Andrea Salazar, Chief Financial Officer. Andrea Salazar is the Chief Financial Officer for
the South Tahoe Public Utility District, a position she has held since December 2023. She earned
her Bachelor of Accountancy from New Mexico State University in 1991 and her Master of
Business Administration with a specialization in Organizational Leadership from National
University in February 2020. In March 2023, Ms. Salazar also received her Chief Business Official
Certification from the California Association of School Business Officials. Ms. Salazar began her
career in the private sector, working with governmental contractors in various Finance and
Accounting roles, advancing from Senior Accountant to Director of Financial Reporting & Analysis.
Her career trajectory led her into the public sector, where she served as the Director of Fiscal
Services at Lake Tahoe Community College, followed by her role as the Associate Superintendent
for Lake Tahoe Unified School District.
Employees and Labor Arrangement
The District currently has 117 full-time employees, 2 part-time employees, and 14
seasonal employees. The District has two labor collective bargaining agreements in place, with
the Stationary Local 39 and the Management Group. Each agreement expires June 27, 2029.
The Districts has maintained positive relationships with union-represented and management staff
and do not anticipate an adversarial negotiation process. The District is conducting a salary
survey that requires a negotiated implementation to be determined this Fiscal Year 2024-25. The
District has not experienced any work stoppages or delays by its employees within the past five
years.
17
Debt Management Policy
In February 2017, the Board of Directors of the District approved a debt management
policy in compliance with California Government Code section 8855(i). The policy sets forth the
District’s goals for the approval and issuance of bonds, notes and other debt instruments and sets
forth guidelines for the use of debt to finance capital projects.
THE WASTEWATER SYSTEM
Overview
The District owns and maintains 330 miles of collection and force mains, 42 lift stations, a
wastewater treatment plant, and a 27-mile pipeline for conveying treated wastewater effluent
outside the Lake Tahoe basin. The District conveys 100% of its treated wastewater to Alpine
County, where it is used for agricultural purposes. In addition, the District recycles 100% of its
biosolids with Bently Agrodynamics in Douglas County, Nevada. Additional information on the
Wastewater System facilities is set forth below under “– Wastewater System Facilities.”
The District’s revenues are composed of service charges, property taxes, connection fees,
and investments/other income. In Fiscal Year 2023-24, service charges represented [__]% of total
revenues, property taxes represented [__]% of total revenues, and connection fees and
investments/other income each represented [__]% of total revenues.
The District’s Wastewater System customers are charged flat quarterly fees based on the
type of connection and number of billing units assigned to each location. See “FINANCIAL
MATTERS OF THE DISTRICT – Wastewater Charges.”
Number of Wastewater Connections
The following table shows the number of residential and non-residential connections
served by the Wastewater System for the past four calendar years.
Table 1
South Tahoe Public Utility District
Number and Type of Wastewater Connections
As of
Dec, 31,
Single-
Family
Residential
Multi-Family
Residential
Motel/ Hotel/
Timeshare
Trailer/Mobile
Home/
Campground
Non-
Residential
Total
Connections
2020 16,236 1,295 131 30 545 18,237
2021 16,274 1,296 130 30 545 18,275
2022 16,284 1,293 128 30 546 18,281
2023 16,343 1,294 131 30 547 18,345
2024
________________
Source: South Tahoe Public Utility District.
18
Top Ten Customers
In Fiscal Year [2023-24], the Wastewater Service Charges paid by the ten largest
wastewater customers (based on revenues) accounted for approximately [___]% of total
Wastewater System revenues and [___]% of total Wastewater Service Charge revenues. The
following table shows the ten largest customers of the Wastewater System during Fiscal Year
[2023-24].
Table 2
South Tahoe Public Utility District
Ten Largest Wastewater System Customers During Fiscal Year [2023-24]
No. Customer
Type
of Use
Revenues
Percent of
Total Revs. (1)
1. Lake Tahoe Unified School District School $265,085
2. City of South Lake Government 241,898
3. Marriott Grand Residence Hotel 214,376
4. Marriott Timberlodge Hotel 204,904
5. Lake Tahoe Resort Partners Resort 202,241
6. Tahoe Verde Residential 179,966
7. Heavenly Mountain Resort Resort 172,839
8. Lake Tahoe Resort Hotel (Embassy
Suites) Hotel 144,278
9. Barton Memorial Hospital Hospital 138,443
10. County of El Dorado Government 125,880
Total, Top 10 $1,889,910
________________
(1) Based on total Wastewater System revenues of [$__________] in Fiscal Year [2023-24].
Source: South Tahoe Public Utility District.
Wastewater System Facilities
Wastewater Collection. The District’s wastewater collection system consists of more
than 312 miles of gravity collection lines, 20 miles of pressure forcing mains, and 42 lift stations,
providing service to more than 18,200 homes and businesses.
Wastewater Treatment. Wastewater collected in the Wastewater System flows to the
District’s wastewater treatment plant (“WWTP”) in the City of South Lake Tahoe. The WWTP has
a dry weather permitted capacity of 7.7 million gallons per day and treats approximately 1.8 billion
gallons annually. The WWTP was initially constructed in 1965 and has been expanded and
upgraded over time. The WWTP provides advanced secondary level treatment, which consists of
influent screening, grit removal, primary sedimentation, aerated activated sludge, secondary
clarification, mixed media filtration, and final chlorination.
Treated Wastewater (Recycled Water). All of the District’s fully-treated wastewater is
transported out of the District through the District’s 27-mile pipeline to Alpine County, where it is
stored and distributed for seasonal agricultural purposes. Additionally, all of the District’s biosolids
are removed from the WWTP and recycled under contract with Bently Agrodynamics in Douglas
County, Nevada, which uses the biosolids for composting and land application.
19
Historical Wastewater Flows
The following table sets forth the historical wastewater flows in the Wastewater System
and related statistics for the fiscal years shown.
Table 3
South Tahoe Public Utility District
Historical Wastewater Flows
(in Millions of Gallons)
Monthly Flow 2019-20 2020-21 2021-22 2023-23 2023-24
July 126 113 108 102
August 112 109 84 94
September 93 95 62 81
October 86 93 84 76
November 80 89 81 73
December 103 88 93 105
January 98 92 99 141
February 92 89 91 101
March 92 99 101 167
April 87 91 93 157
May 86 90 93 144
June 98 97 93 120
Total Annual Flow 1,153 1,145 1,082 1,361
Average Monthly Flow 96 95 90 113
Average Daily Flow 3.15 3.14 2.96 3.73
________________
Source: South Tahoe Public Utility District.
Regulatory Matters
The U.S. Environmental Protection Agency (“EPA”), California State Water Resources
Control Board (“SWRCB”), and the Lahontan Regional Water Quality Control Board (“Lahontan
RWQCB”) regulate the Wastewater System. The District is currently in compliance with all Federal
and State regulatory requirements.
The SWRCB maintains a database of Sanitary Sewer Overflows (“SSOs”) from
public/permitted systems and private lateral sewage discharges. The SWRCB formalized the
Statewide General Waste Discharge Requirements for Sanitary Sewer Systems, General Order
No. 2022-0103-DWQ, on December 6, 2022. All public agencies that own or operate a sanitary
sewer system that is comprised of more than one mile of sewer pipes which convey wastewater
to a publicly owned treatment facility must be covered under the SSS Waste Discharge
Requirements. The SSS Waste Discharge Requirements requires enrollees, among other things,
to maintain compliance with the Monitoring and Reporting Program. In the past five years, the
District has reported 15 SSOs.
20
Anticipated Capital Improvements
As shown on Table 4, the District’s anticipated capital improvements and capitalizable
expenses for the Wastewater System total $170.6 million for the fiscal years shown. The
Wastewater System capital improvements include spending for the wastewater treatment plant
and system upgrades, pump station improvements, pipeline rehabilitation and replacement,
recycled water system enhancements, heavy equipment replacement, and other equipment.
Specifically, the plan includes the rehabilitation of three treatment plant secondary clarifiers,
improvements to the “Big Five” pump stations, gravity main replacements, field communication
upgrades, and several other wastewater collection, treatment, and recycling projects.
The District anticipates that approximately 59% of these anticipated infrastructure costs,
including capitalizable expenses, will be self-funded, and approximately 41% will be financed
through the State Water Resources Control Board’s California State Revolving Loan Program or
other sources. The District cannot provide any assurance that any specific improvements will be
completed or completed on the anticipated schedule, or that the expenditures shown below will
made, or as to the availability or terms of any financing.
21
Table 4
South Tahoe Public Utility District
Wastewater System
10-Year Capital Improvement Program
Fiscal Years Ending June 30
Wastewater System
Capital Improvements 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 TOTAL
Wastewater System
Improvements $15,022,500 $12,802,300 $13,709,000 $14,183,600 $14,671,350 $13,729,300 $17,255,700 $13,207,245 $12,156,427 $13,761,748 $140,499,171
Engineering Dept.
Staffing 2,626,032 2,704,813 2,785,957 2,869,536 2,955,622 3,044,291 3,135,620 3,229,688 3,326,579 3,426.376 30,104,514
TOTAL $17,648,532 $15,507,113 $16,494,957 $17,053,136 $17,626,972 $16,773,591 $20,391,320 $16,436,933 $15,483,006 $17,188,124 $170,603,684
Anticipated Funding
Sources
Pay-As-You-Go
Funding $3,257,474 $6.155,540 $6,956,957 $5,821,136 $5,421,972 $11,557,591 $12,524,320 $16.436,933 $15,483,006 $17,188,124 $100,803,053
Projected Future Debt
Financing 13,834,558 9,351,573 9,538,000 11,232,000 12,205,000 5,216,000 7,867,000 -- -- -- 69,244,131
Projected Grant
Funding 556,500 -- -- -- -- -- -- -- - -- 556,500
TOTAL $14,391,058 $9,351,573 $9,538,000 $11,232,000 $12,205,000 $5,216,000 $7,867,000 $0 $0 $0 $69,800,631
Source: South Tahoe Public Utility District.
22
FINANCIAL MATTERS OF THE DISTRICT
Wastewater Charges
Existing Charges. In 2024, the District engaged HDR Engineering, Inc. to prepare a
wastewater rate study (the “Rate Study”). The Rate Study examined the adequacy of then-
existing rates and provided the framework for the development of cost-based, proportional, and
equitable sewer rates. In May, 2024, pursuant to Ordinance No. 589-24 (the “Ordinance”), the
District adopted rates and charges for the Wastewater System for the fiscal year ended June 30,
2025 and set forth rates and charges for the following four fiscal years, subject to annual
confirmation of such rates and charges by the Board of Directors.
The District’s Wastewater Service Charges are fixed charges based on the number of
sewer units assigned to each customer. Residential accounts are assigned sewer units primarily
based on the number of kitchens and bathrooms per residential dwelling unit. Most single-family
homes are assigned three sewer units, while many are assigned four sewer units. Commercial
and other non-residential accounts are assigned sewer units primarily based on each customer’s
number of plumbing fixture units.
Table 5
South Tahoe Public Utility District
Wastewater Service Charges
Adopted Maximum Rates Effective July 1
2024 2025 2026 2027 2028
Rate Increase % [13.5]% [9.5]% [9.5]% [9.5]% [9.5]%
Typical Single Family Bill (1)
Annual Charge $714.96 $782.88 $857.28 $938.64 $1,027.92
Monthly Equivalent 59.58 65.24 71.44 78.22 85.66
Monthly Charge per Sewer Unit
Single Family Residence $19.86 $21.75 $23.81 $26.07 $28.55
Multi-Family Residence 19.20 21.03 23.02 25.21 27.61
Motel/Hotel/Timeshare 18.89 20.69 22.65 24.80 27.16
Trailer/Mobile Home/Campground 18.89 20.69 22.65 24.80 27.16
Non-Residential 19.86 21.75 23.81 26.07 28.55
_______________
(1) Assumes three Sewer Units.
Source: South Tahoe Public Utility District.
23
Historical Charges. Charges for wastewater services for a typical single-family residence
for fiscal years ended June 30, 2015 through 2024 are set forth in the following table.
Table 6
South Tahoe Public Utility District
Historical Wastewater Service Charges
for a Typical Single-Family Home
Fiscal Year
Ended June 30,
Annual Rate
Increase Annual Charge Monthly Equivalent
2015 6.0% $400.08 $33.34
2016 6.0% 424.08 35.34
2017 6.0% 449.52 37.46
2018 6.0% 476.52 39.71
2019 6.0% 505.08 42.09
2020 (1) 5.0% 533.52 44.46
2021 0% 533.52 44.46
2022 0% 533.52 44.46
2023 8.0% 576.20 48.02
2024 9.5% 630.94 52.58
________________
(1) Charges implemented in Fiscal Year 2019-20 included some modifications to the
rate structure, resulting in a slightly higher percentage increase to single-family
residential rates.
Source: South Tahoe Public Utility District.
Composition of Revenues. The following table shows the break-down of revenue from
wastewater service charges between types of customers for Fiscal Year [2023-24].
Table 7
South Tahoe Public Utility District
Composition of Wastewater Services Charges by Type of Customer
Revenue From
Service Charges
% of
Total
Residential $24,941,379 82.0%
Motel/Hotel/Timeshare
Commercial 4,442,391 14.6%
Government 1,024,240 3.4%
Industrial 6,083
Total $30,414,093 100.00%
________________
Source: South Tahoe Public Utility District.
24
Delinquencies and Collection
Wastewater System customer payments are due on the last day of each quarter. If
payment is not received by the last day of the quarter, the account is considered delinquent and
is assessed a 10% late penalty. If the account continues to be delinquent, the District may pursue
collection by having the County tax assessor add the delinquent service charges to the tax roll.
The property owner is required to submit payment for the property tax and delinquent service
charges in order to clear the annual tax lien. During the last five full fiscal years, the delinquent
amount of water and wastewater service charges as a percentage of total water and wastewater
charges ranged from 11.99% to 5.99%. Delinquent charges were [____]% at [_______], 2024.
Comparison with Neighboring Agencies
The following table sets forth the typical monthly wastewater and water service charges
for a typical single-family home in the District, and for similar customers in neighboring cities and
agencies.
Table 8
South Tahoe Public Utility District
Wastewater and Water Service Fee Comparison
for a Typical Single-Family Home (1)
Agency Wastewater Water Total
Incline Village GID $74.83 $60.05 $134.88
South Tahoe Public Utility District 59.58 76.36 135.94
Kingsbury GID 60.40 105.17 165.57
Truckee SD & Truckee Donner PUD (2) 60.63 111.07 171.70
North Tahoe PUD (2) 96.88 97.91 194.79
Tahoe City PUD (2) 101.31 129.01 230.32
_____________
(1) Assumes 3/4 inch water meter with 800 cubic feet or 6,000 gallons of monthly water use.
(2) Includes Tahoe-Truckee Sanitation Agency wastewater treatment charge of $39.33 per month.
Source: Bartle Wells Associates, based on data provided from each Agency.
District Property Taxes; Teeter Plan
Overview. In addition to wastewater service charges, the District also receives a share
of the 1% general property tax that is levied and collected within its taxable service area each
year. The District’s taxable service area lies within El Dorado County (the “County”) and
accordingly, the District receives a share of the 1% general property tax that is levied and collected
by the County. During Fiscal Year 2023-24, the District received approximately $[11.5] million in
property tax revenues, an increase of approximately [6.0]% from Fiscal Year 2022-23.
Approximately $[8.1] million of the $[11.5] million in Fiscal Year 2023-24 property tax revenues
was allocable to the Wastewater System. The amount of property taxes levied and collected on
behalf of the District is adjusted annually, based on a cost-of-living factor and a population factor
in accordance with State law.
Property taxes for the District were approved by a vote of District customers in 1950 at the
time of the District’s formation. As required by the California Water Code (Division 7, Chapter 12,
§13951), the District is required to pump all wastewater treatment plant effluent out of the Lake
25
Tahoe watershed. The allocation of property taxes is intended to offset the additional costs
incurred by the District in order to meet this requirement.
Teeter Plan. The Board of Supervisors of El Dorado County has adopted the “Alternative
Method of Distribution of Tax Levies and Collections and of Tax Sale Proceeds” (the “Teeter
Plan”), as provided for in Section 4701 et seq. of the California Revenue and Taxation Code. The
Teeter Plan provides for the allocation and distribution of property tax levies and collections and
of tax sale proceeds. Under this method, the County pays the District 100% of property tax due
to the District and retains any penalties or delinquencies collected to offset such gross payment.
There can be no assurance that the County will not discontinue the Teeter Plan or remove the
District, or the property tax payable to the District, from the Teeter Plan in the future.
Assessed Valuations. As provided by Article XIIIA of the California Constitution, county
assessors’ assessed values are to reflect market value as of the date the property was last
assessed (or 1975, whichever is more recent), increased by a maximum of 2% per year.
Properties may be reassessed by the county only upon a change of at least 51% ownership of
existing property or upon new construction. The assessed values of parcels within the service
area of the District thus reflect, for undeveloped parcels, the estimate of the County assessor (the
“Assessor”) of market value when acquired (or 1975, whichever is later), possibly increased by
2% per year, and for parcels on which construction has occurred since their date of acquisition,
the Assessor’s estimate of market value as of the time of construction, possibly increased by 2%
per year. Because of the general limitation to 2% per year in increases in full cash value of
properties that remain in the same ownership, the County tax roll does not reflect values uniformly
proportional to actual market values.
Historical Assessed Valuations. The table below sets forth the historical assessed
values within the District for the fiscal years shown.
Table 9
South Tahoe Public Utility District
Historical Assessed Valuations
(Dollar amounts in thousands)
Fiscal Year End
(June 30) Secured Utility Unsecured
Total
Assessed
Value
%
Change
2015 $5,854,681 $0 $108,244 $5,962,925 N/A
2016 6,168,633 0 104,789 6,273,422 5.21%
2017 6,474,355 0 106,573 6,580,928 4.90
2018 6,902,397 0 108,688 7,011,085 6.54
2019 7,326,300 0 122,852 7,449,152 6.25
2020 7,648,503 0 124,852 7,773,355 4.35
2021 8,065,710 0 134,469 8,200,179 5.49
2022 8,455,422 0 142,516 8,597,938 4.85
2023 9,132,605 0 168,450 9,301,055 8.18
2024
__________________________
Source: California Municipal Statistics, Inc.
26
Tax Levies Attributable to Wastewater System. The following table sets forth tax levies
and revenues attributable to the Wastewater System for Fiscal Years [2018-19 through 2022-23].
Table 10
South Tahoe Public Utility District
Tax Levies and Revenues Attributable to Wastewater System
Fiscal Years 2018-19 through 2022-23
(in $000s)
Fiscal Year Wastewater Tax Levy
Annual %
Change Tax Revenues (1)
Annual %
Change
2018-19 $6,900 N/A $7,076 N/A
2019-20 7,239 4.9% 7,460 5.4%
2020-21 7,705 6.4 7,952 6.6
2021-22 8,157 5.9 8,297 4.3
2022-23 8,473 3.9 8,611 3.8
________________
(1) Includes tax revenues received from the wastewater tax levy, plus additional pass-through property tax payments
from El Dorado County.
Source: California Municipal Statistics, Inc.
Top Taxpayers. The following table sets forth the top 10 taxpayers within the District for
Fiscal Year [2022-23].
Table 11
South Tahoe Public Utility District
Top Taxpayers – Fiscal Year [2022-23]
No. Property Owner
Primary
Land Use
2022-23
Assessed Value
% of
Total
1. Sodalite Tahoe Hotel LLC Hotel 88,555,000
2. First American Trust FSB Resort/Timeshare 75,300,711
3. Heavenly Mountain Resort Ski Resort 72,599,872
4. Trans Sierra Investments Shopping Center 44,219,647
5. Tahoe Chateau Land Holding LLC Residential 44,106,934
6. Diamond Tahoe Owner LLC Hotel 35,586,829
7. Imperium Blue Tahoe Holdings LLC Retail Center 33,000,000
8. Gondola Vista Development Company LLC Residential 29,913,981
9. LCOF Lake Tahoe Investment LLC Hotel 28,586,072
10. Tahoe Crescent LLC. Commercial 27,498,277
Total, Top 20 Taxpayers $479,367,323 [__]%
Total, 2024-25 Local Secured Assessed Value $[________]
________________
Source: California Municipal Statistics, Inc.
27
Current Assets, Current Liabilities and Net Position
The following table shows the District’s current assets, current liabilities and net position,
as reflected in the audited financial statements, as well as related metrics, for the fiscal years
shown.
Table 12
South Tahoe Public Utility District
Wastewater System
Current Assets, Current Liabilities and Net Position
Fiscal Years 2019-20 through 2023-24
2019-20
Actual
2020-21
Actual
2021-22
Actual
2022-23
Actual
[2023-24
Actual]
Current Assets
Cash and Cash Equivalents $8,988,455 $10,003,175 $7,832,144 $8,680,763 $9,196,094
Investments 2,167,804 1,180,582 1,739,199 1,224,872 248,777
Accounts Receivable, Net of
Allowance 663,363 512,457 534,508 1,803,984 2,031,399
Due from Governmental
Agencies 239,258 223,080 614,769 1,338,080 1,579,712
Property Tax Receivable 8,555,859 9,264,795 10,006,301 10,775,917 11,311,047
Interest Receivable 236,706 65,907 77,765 139,995 176,512
Other Current Assets 245,229 244,251 275,242 294,179 362,999
Leases Receivable -- -- 38,841 38,841 38,841
Interfund Loan 3,000,000 -- -- -- --
Total Current Assets $24,096,674 $21,494,247 $21,118,769 $24,296,631 $24,945,381
Current Liabilities
Accounts Payable and Other
Liabilities $1,778,347 $3,009,915 $2,521,083 $1,588,611 $1,976,830
Unearned Revenue -- 192,800 192,800 -- --
Accrued Expenses 949,757 1,205,993 143,171 13,422 13,351
Accrued Interest Payable 342,681 234,736 268,243 244,756 218,551
Compensated Absences -
Current Portion 673,854 670,822 864,813 1,109,831 903,849
Long-term Liabilities - Current
Portion 2,712,259 2,731,977 2,736,281 2,813,514 2,439,548
Accrued Payroll Liabilities -- -- 210,558 273,678 273,655
Construction Retainage -- -- 1,111,568 647,754 870,672
Total Current Liabilities $6,456,898 $8,046,243 $8,048,517 $6,691,566 $6,696,456
Net Position
Net Investment in Capital Assets $95,328,096 $100,103,860 $103,498,978 $104,610,948 $107,915,357
Restricted for Security Deposits 50,000 50,000 50,000 50,000 50,000
Restricted for Debt Service 1,715,082 587,906 587,907 587,907 587,907
Restricted for Capital Asset
Purchases -- -- -- -- --
Unrestricted 27,558,952 25,950,840 23,061,366 22,582,711 20,098,165
Total Net Position $124,652,130 $126,692,606 $127,198,251 $127,831,566 $128,651,429
__________________
Source: South Tahoe Public Utility District Annual Comprehensive Financial Reports for Fiscal Years 2019-20 through 2023-24.
28
Historical Revenues, Expenses and Debt Service Coverage
The table below presents the historical revenues, expenses and debt service coverage of
the Wastewater System for the fiscal years shown.
Table 13
South Tahoe Public Utility District
Wastewater System
Historical Revenues, Expenses and Debt Service Coverage
Fiscal Years 2019-20 through 2023-24
2019-20
Actual
2020-21
Actual
2021-22
Actual
2022-23
Actual
2023-24
Actual
REVENUES (1)
Service Charges $15,221,138 $14,850,655 $15,252,704 $16,655,399 $18,267,376
Connection and Service Fees 1,341,638 1,039,095 1,090,182 722,872 485,860
Other Operating Income 131,293 115,502 521,437 360,931 626,644
Investment Earnings 775,013 536,669 206,701 45,519 1,141,604
Aid from Govt. Entities 180,908 13,633 356,602 795,803 199,672
Other Nonoperating Income 151,097 297,614 51,622 67,045 162,042
Total $17,801,087 $16,853,168 $17,479,248 $18,647,569 $20,883,198
ADJ. OPERATION & MAINTENANCE
Salaries & Benefits (2) $11,114,360 $11,405,818 $11,093,222 $11,577,985 $12,755,801
Utilities 1,925,551 2,330,186 2,661,856 3,035,857 4,024,735
Repairs & Maintenance 1,201,363 955,898 1,384,209 1,694,537 1,402,920
Other Operating Expenses 2,560,157 2,576,631 3,549,592 4,504,105 4,406,979
Less Application of Tax Revenues (8,611,190) (8,267,310) (8,415,269) (8,253,252) (8,147,219)
Net Adj. Operation & Maint. $8,190,241 $9,001,223 $10,273,610 $12,559,232 $14,443,216
NET REVENUES $9,610,846 $7,851,945 $7,205,638 $6,088,337 $6,439,982
DEBT SERVICE (3) $3,507,077 $3,507,077 $3,393,825 $3,392,875 $3,396,200
DEBT SERVICE COVERAGE 2.74 2.24 2.12 1.79 1.90
___________________
(1) Excludes property tax revenues, which are applied to reduce operating expenses.
(2) Annual fluctuations are partly due to the amount of labor hours allocated to capital improvements; the District provides engineering services for many of its
capital improvement projects.
(3) Total amount of debt service due and payable each fiscal year.
Source: South Tahoe Public Utility District.
29
Projected Revenues, Expenses and Debt Service Coverage
The table below includes projected revenues, expenses and debt service coverage for the
Wastewater System for Fiscal Years 2024-25 through 2028-29. Key assumptions underlying
these projections follow the table, and should be read in their entirety. Actual future results may
vary from those set forth in the following table and under certain circumstances, such variances
may be material.
Table 14
South Tahoe Public Utility District
Wastewater System
Projected Revenues, Expenses and Changes in Net Position
Fiscal Years 2024-25 through 2028-29
2024-25
Projected
2025-26
Projected
2026-27
Projected
2027-28
Projected
2028-29
Projected
REVENUES (1)
Service Charges (2) $20,733,000 $22,726,000 $24,908,000 $27,297,000 $29,913,000
Connection and Service Fees 590,000 513,000 462,000 415,000 201,000
Other Revenues (3) 867,000 906,000 892,000 905,000 968,000
Total $22,190,000 $24,145,000 $26,262,000 $28,617,000 $31,082,000
ADJ. OPERATION & MAINTENENACE
Salaries & Benefits (4) $12,956,000 $13,345,000 $13,745,000 $14,157,000 $14,582,000
Other Operating Expenses (5) 8,520,000 8,775,000 8,672,000 8,932,000 9,200,000
Less Application of Tax Revenues (6) (8,294,000) (8,160,000) (8,011,000) (7,845,000) (7,802,000)
Net Adj. Operation & Maint. $13,182,000 $13,960,000 $14,406,000 $15,244,000 $15,980,000
NET REVENUES $9,008,000 $10,185,000 $11,856,000 $13,373,000 $15,102,000
DEBT SERVICE
Outstanding Debt $2,884,000 $2,376,000 $2,751,000 $2,410,000 $2,068,000
The Certificates* - 950,000 950,000 950,000 1,270,000
Projected Future Debt (4) - - 526,000 1,314,000 1,512,000
Total $2,884,000 $3,326,000 $4,227,000 $4,674,000 $4,850,000
DEBT SERVICE COVERAGE 3.12 3.06 2.80 2.86 3.11
NET REVENUES REMAINING AFTER
PAYMENT OF DEBT SERVICE $6,124,000 $6,859,000 $7,629,000 $8,699,000 $10,252,000
___________________
* Preliminary; subject to change.
(1) Excludes property tax revenues, which are applied directly to payment of Operation and Maintenance costs.
(2) Accounts for future adopted rate increases of 9.5% per year through Fiscal Year 2029-29 and growth estimated at [___]% per fiscal year.
(3) Includes projected interest earnings, Diamond Valley Ranch service charges, penalties and other miscellaneous revenues.
(4) Fiscal Year 2024-25 Salaries & Benefits assumes full staffing and an additional estimated 10% increase in compensation, with 3% annual
cost escalation.
(5) Assumes 3% annual cost escalation
(6) Assumes both a 3% annual escalation of total District property tax revenues and a planned decrease to the share of property tax revenues
allocated to the Wastewater System.
Source: South Tahoe Public Utility District.
Key assumptions underlying projections set forth in Table 14 include the following:
• [13.5]% service charge rate increases for Fiscal Year 2024-25 followed by [9.5]%
increases for the following years.
• Salaries & Benefits and Other Operating Expenses increase at 3% per fiscal year.
30
• Property tax revenue increase 3% per fiscal year and are used to fund Operating
and Maintenance Expenses.
Outstanding Long-Term Debt
As of June 30, 2024, the District had the following long-term obligations payable from
revenues of the Wastewater System.
Outstanding Obligation
Date of
Agreement
Original
Principal
Amount
Outstanding
June 30, 2024
Interest
Rate
Final
Maturity
2012 Sewer Refunding [__] $10,605,000 $[___] 2.3% 9/1/2024
2013 Sewer Installment Sale Agreement 4/1/2013 $8,400,000 $[___] 2.46% 8/1/2027
SRF Project No. C-06-8042-110,
Agreement No. D15-01010, between the
District and the California State Water
Resources Control Board (Luther Pass
Power)
7/22/2015 $4,444,057 $[___] 1.60% 8/30/2047
SRF Project No. C-06-5611-110,
Agreement No. 14-835-550, between the
District and the California State Water
Resources Control Board (Diamond
Valley Ranch Irrigation improvements)
4/15/2015 $8,860,890 $[___] 1.60% 12/31/2047
SRF Project No. C-06-8066-110,
Agreement No. D16-01007 between the
District and the California State Water
Resources Control Board (Aeration Basin
2 Rehabilitation project)
7/29/2016 $1,070,077 $[___] 1.70% 12/31/2047
SRF Project No. No. C-06-8057-110,
Agreement No. D16-01006 between the
District and the California State Water
Resources Control Board (Treatment
Plant Primary Clarifier 1 Rehabilitation
project)
7/29/2016 $580,153 $[___] 1.70% 12/31/2047
Installment Sale Agreement between the
District and the Public Property Financing
Corporation of California, evidencing a
loan by JPMorgan Chase Bank
12/1/2017 $5,000,000 $[___] 2.18% 12/1/2032
2021 Wastewater Revenue Refunding
Bonds 4/1/2021 $5,745,000 $[___] 2-4% 8/1/2031
Tahoe Keys Wastewater Pump Station
Rehabilitation Project 2/14/2022 Up to
$6,189,331 $[___] 0.9% 7/31/2059
Upper Truckee SPS Rehab 3/14/2022 Up to
$4,280,375 $[___] 0.8% 12/31/2054
SRF Secondary Clarifiers 3/25/2022 Up to
$5,281,344 $[___] 0.8% 3/30/2054
Source: South Tahoe Public Utility District.
31
Investment Policy; Investments
Investment Policy. The District’s Board of Directors periodically reviews and adopts or
ratifies the District’s Statement of Investment Policy in accordance with Section 53600 of the
Government Code of the State of California. The policy was adopted in its current form on
February 2, 2017 (the “Investment Policy”). The Investment Policy sets forth the following
objectives:
Safety: Safety of principal is the foremost objective of the District. Investments shall be
made in a manner that first seeks to ensure the preservation of capital in the overall portfolio.
And, second seeks to minimize capital losses, whether they be from securities defaults or erosion
of market value.
Liquidity: The investment portfolio shall be structured to provide sufficient liquidity to
enable the District to meet its cash flow requirements. An adequate percentage of the portfolio
should be maintained in liquid short-term securities, which can be converted to cash if necessary
to meet disbursement requirements. Since all cash requirements cannot be anticipated,
investments in securities with active secondary or retail markets are highly recommended.
Emphasis is on marketable securities with low sensitivity to market risk.
Yield: The investment program shall be designed with the objective of attaining a market
rate of return on its investments consistent with the constraints imposed by its safety objective
and cash flow considerations. Yield should become a consideration only after the basic
requirements of safety and liquidity have been met.
Investment Portfolio. As of June 30, 2024, the District had the following cash and
investments:
32
Table 15
South Tahoe Public Utility District
Cash and Investments – As of June 30, 2024
Cash and Cash Equivalents
Unrestricted:
Cash on hand
Unrestricted deposits in financial institutions
Deposits in Local Agency Investment Fund (LAIF)
Deposits in El Dorado County Treasury
Deposits in California Asset Management Program (CAMP)
Total unrestricted cash and cash equivalents
Restricted:
Deposits in CAMP
Restricted for debt service payment
Total restricted cash and cash equivalents
Total cash and cash equivalents
Investments
Unrestricted:
Federal agency and instrumentalities
U.S. corporate debt
Asset backed securities
Supranationals
Municipal bonds
U.S. Treasury obligations
Negotiable certificates of deposit
Total unrestricted investments
Restricted:
Negotiable certificates of deposit
Total investments
Total Cash and Investments
____________
Source: South Tahoe Public Utility District Comprehensive Annual Financial Report for
Fiscal Year 2023-24.
Retirement Plans
California Public Employees Retirement System. The District contributes to the
California Public Employees Retirement System (“CalPERS”), a cost-sharing multi-employer
defined benefit pension plan (the “Plan”). CalPERS provides retirement and disability benefits,
annual cost-of-living adjustments, and death benefits to plan members and beneficiaries.
CalPERS acts as a common investment and administrative agent for participating public agencies
within the State of California.
CalPERS provides service retirement and disability benefits, annual cost of living
adjustments and death benefits to plan members, who must be public employees and
beneficiaries. Benefits are based on years of credited service. The death benefit is one of the
33
following: the Basic Death Benefit, the 1957 Survivor Benefit, or the Optional Settlement 2W
Death Benefit. The cost of living adjustments for each plan are applied as specified by the Public
Employees’ Retirement Law. See APPENDIX B – “COMPREHENSIVE ANNUAL FINANCIAL
REPORT FOR THE FISCAL YEAR ENDED JUNE 30, 2024.
The Plans’ provisions and benefits in effect at June 30, 2024, are summarized as follows:
Miscellaneous
Hire date
Prior to January 1, 2013
Benefit Formula 2.7% @ 55
Benefit vesting schedule 5 years’ service
Benefit payments monthly for life
Retirement age 50 - 55
Monthly benefits, as a % of eligible comp. 2.0% to 2.7%
Required employee contribution rate 8.000%
Required employer contribution rate [13.35]%
Miscellaneous PEPRA
Hire date On or after January 1, 2013
Benefit Formula 2.0% @ 62
Benefit vesting schedule 5 years’ service
Benefit payments monthly for life
Retirement age 52 - 67
Monthly benefits, as a % of annual salary 1.0% to 2.5%
Required employee contribution rates 6.750%
Required employer contribution rates [7.47]%
________________
Source: South Tahoe Public Utility District.
Annual Contributions, Unfunded Accrued Liability and Net Pension Liability.
CalPERS collects employer contributions for the Plan as a percentage of payroll at the Plan’s
actuarially determined rate. The District’s contributions to the Plan for the fiscal years ended June
30, 2023 and 2022 were $2,299,876 and $2,202,759, respectively. The amount of the District’s
contributions to the Plan for the fiscal year ended June 30, 2023 that were related to the
Wastewater System was $1,379,926.
Based on the annual valuation reports prepared by CalPERS, the estimated unfunded
accrued liability for the two Plans for the District were as follows: Classic Employees
($17,536,369) and PEPRA Employees ($609,003). These actuarial valuation reports for each
Plan are prepared as of June 30, 2023 and are the most recently available reports.
GASB Statement No. 68 requires the District to annually calculate its “net pension liability,”
which is the difference between the total pension liability (the present value of projected benefit
payments to employees based on their past service) and the assets (mostly investments reported
at fair value) set aside in a trust and restricted to paying benefits to current employees, retirees,
and their beneficiaries. As of June 30, 2023 and 2022, the District reported net pension liability
for its proportionate share of the net pension liability of each Plan to be $14,442,141 and
$5,830,236, respectively. The amount of net pension liability related to the Wastewater System
as of June 30, 2023, was $8,665,285, based on Wastewater System contributions as a
percentage of total net pension liability.
34
For additional details on the District’s pension liabilities, and the assumptions included
therein, see APPENDIX B.
No Other Post-Employment Benefits (OPEB). The District does not provide other post-
employment benefits (OPEB).
RISK FACTORS
This section describes certain special considerations and risk factors affecting the
payment of and security for the Certificates. The following discussion is not meant to be an
exhaustive list of the risks associated with the purchase of any Certificates and the order does
not necessarily reflect the relative importance of the various risks. Potential investors in the
Certificates are advised to consider these special factors along with all other information in this
Official Statement in evaluating the Certificates. There can be no assurance that other
considerations will not materialize in the future, and if additional considerations materialize to a
sufficient degree, they could delay or prevent payment of principal of and interest on the
Certificates.
Wastewater System Demand
There can be no assurance that the demand for wastewater services will occur as
described in this Official Statement. Reduction in levels of demand could require an increase in
rates or charges to comply with the covenants to fix rates and charges.
Wastewater System Expenses
There can be no assurance that the District’s expenses will be consistent with the
descriptions in this Official Statement. Increases in expenses could require an increase in rates
or charges to comply with the rate covenant.
Regulatory Requirements
The operations of the Wastewater System are subject to state and federal laws and
regulations, particularly with respect to water quality discharge requirements. The adoption of
more stringent laws or regulations may cause the District to incur greater expenses for the
operation of the Wastewater System. No assurance can be given that the costs of complying with
any such new laws or regulations will not adversely affect the District’s ability to generate sufficient
Net Revenues in the amounts or on the schedule required by the Installment Sale Agreement.
Natural Disasters
General. From time to time, the service area of the District is subject to natural calamities
that may adversely affect economic activity in the District, which could have a negative impact on
Wastewater System finances. There can be no assurance that the occurrence of any natural
calamity would not cause substantial damage to the Wastewater System, or that the District would
have insurance or other resources available to make repairs to the Wastewater System in order
to generate sufficient Net Revenues to pay debt service on the Certificates when due. The
casualty and liability insurance maintained by the District may not cover damages and losses to
the Wastewater System due to earthquake, fire, flood or other natural calamities.
35
Seismic. Like all of California, the service area of the District is subject to unpredictable
seismic events such as earthquakes. Potential hazards related to earthquakes include ground
shaking, surface rupture along the fault zone, and related secondary ground failures. Typical
seismically-induced ground failures include liquefaction, lateral spreading, ground lurching,
landslides, inundation, and settlement. Seismic events could destroy or damage portions of the
Wastewater System, thereby increases the District’s expenses, or reduce demand for its
wastewater service by damaging businesses and residential dwelling that are customers, thereby
decreasing revenues.
Flooding. Low-lying areas around Lake Tahoe are subject to flooding from heavy rainfall.
Dam failure is another potential source of flooding. The District operates two dams, the Indian
Creek Reservoir and the Harvey Place Reservoir, in sparsely populated areas of Alpine County.
Flooding may cause damage to the District’s facilities or other structures within the District’s
service area and any such damage may be material.
Fire. In recent years, portions of California have experienced wildfires that have burned
thousands of acres and destroyed thousands of homes and structures, even in areas not
previously thought to be prone to wildfires. In 2007, a wildfire known as the Angora Fire burned
in the vicinity of the District and damaged over 300 structures, including a District-owned storage
tank and pump station. Areas affected by wildfires are more prone to flooding and mudslides that
can further lead to the destruction of homes. Fires may cause damage to District facilities or other
structures within the District’s service area and any such damage may be material.
Limitations on Remedies Available to Owners of Certificates
The ability of the District to comply with its covenants under the Trust Agreement and
generate sufficient Net Revenues may be adversely affected by actions and events outside of the
control of the District or taken (or not taken) by voters, property owners, taxpayers or payers of
assessments, fees and charges. See “– Articles XIIIC and XIIID” below. Furthermore, any
remedies available to the owners of the Certificates upon the occurrence of an event of default
under the Trust Agreement are in many respects dependent upon judicial actions, which are often
subject to discretion and delay and could prove both expensive and time consuming to obtain.
In addition to the limitations on remedies contained in the Trust Agreement, the rights and
obligations under the Certificates, the Trust Agreement may be subject to the following: the United
States Bankruptcy Code and applicable bankruptcy, insolvency, reorganization, moratorium, or
similar laws relating to or affecting the enforcement of creditors’ rights generally, now or hereafter
in effect; usual equity principles which may limit the specific enforcement under State law of
certain remedies; the exercise by the United States of America of the powers delegated to it by
the Federal Constitution; and the reasonable and necessary exercise, in certain exceptional
situations, of the police power inherent in the sovereignty of the State of California and its
governmental bodies in the interest of serving a significant and legitimate public purpose.
Bankruptcy proceedings, or the exercise of powers by the federal or state government, if
initiated, could subject the owners of the Certificates to judicial discretion and interpretation of
their rights in bankruptcy or otherwise, and consequently may entail risks of delay, limitation or
modification of their rights.
Change in Law
In addition to the other limitations described herein, the California electorate or Legislature
could adopt a constitutional or legislative property tax decrease or an initiative with the effect of
36
reducing revenues payable to or collected by the District. There is no assurance that the
California electorate or Legislature will not at some future time approve additional limitations that
could have the effect of reducing the Net Revenues and adversely affecting the security of the
Certificates.
Loss of Tax-Exemption
As discussed under the caption “TAX MATTERS,” interest on the Certificates could
become includable in gross income for purposes of federal income taxation retroactive to the date
the Certificates were issued, as a result of future acts or omissions of the District in violation of its
covenants in the Trust Agreement. Should such an event of taxability occur, the Certificates are
not subject to special redemption and will remain Outstanding until maturity or until redeemed
under other provisions set forth in the Trust Agreement.
Articles XIIIC and XIIID
General. An initiative measure entitled the “Right to Vote on Taxes Act” (the “Initiative”)
was approved by the voters of the State of California at the November 5, 1996 general election.
The Initiative added Article XIIIC and Article XIIID to the California Constitution. According to the
“Title and Summary” of the Initiative prepared by the California Attorney General, the Initiative
limits “the authority of local governments to impose taxes and property related assessments, fees
and charges.”
Article XIIID. Article XIIID defines the terms “fee” and “charge” to mean “any levy other
than an ad valorem tax, a special tax or an assessment, imposed by an agency upon a parcel or
upon a person as an incident of property ownership, including user fees or charges for a property
related service.” A “property related service” is defined as “a public service having a direct
relationship to property ownership.” Article XIIID further provides that reliance by an agency on
any parcel map (including an assessor’s parcel map) may be considered a significant factor in
determining whether a fee or charge is imposed as an incident of property ownership.
Article XIIID requires that any agency imposing or increasing any property-related fee or
charge must provide written notice thereof to the record owner of each identified parcel upon
which such fee or charge is to be imposed and must conduct a public hearing with respect thereto.
The proposed fee or charge may not be imposed or increased if a majority of owners of the
identified parcels file written protests against it. As a result, if and to the extent that a fee or charge
imposed by a local government for wastewater service is ultimately determined to be a “fee” or
“charge” as defined in Article XIIID, the local government’s ability to increase such fee or charge
may be limited by a majority protest.
In addition, Article XIIID includes a number of limitations applicable to existing fees and
charges including provisions to the effect that: (a) revenues derived from the fee or charge may
not exceed the funds required to provide the property-related service; (b) such revenues may not
be used for any purpose other than that for which the fee or charge was imposed; (c) the amount
of a fee or charge imposed upon any parcel or person as an incident of property ownership may
not exceed the proportional cost of the service attributable to the parcel; (d) no such fee or charge
may be imposed for a service unless that service is actually used by, or immediately available to,
the owner of the property in question. Property related fees or charges based on potential or
future use of a service are not permitted; and (e) no fee or change may be imposed for general
governmental purposes.
37
Based upon the California Court of Appeal decision in Howard Jarvis Taxpayers
Association v. City of Los Angeles, 85 Cal. App. 4th 79 (2000), which was denied review by the
State Supreme Court, it was generally believed that Article XIIID did not apply to charges for water
services that are “primarily based on the amount consumed” (i.e., metered water rates), which
had been held to be commodity charges related to consumption of the service, not property
ownership. The Supreme Court stated in Bighorn-Desert View Water Agency v. Verjil, 39 Cal.
4th 205 (2006) (the “Bighorn Case”), however, that fees for ongoing water service through an
existing connection were property-related fees and charges. The Supreme Court specifically
disapproved the holding in Howard Jarvis Taxpayers Association v. City of Los Angeles that
metered water rates are not subject to Proposition 218. The District has complied with the notice
and public hearing requirements of Article XIIID in establishing Wastewater System rates and
charges.
Article XIIIC. Article XIIIC provides that the initiative power may not be prohibited or
otherwise limited in matters of reducing or repealing any local tax, assessment, fee or charge and
that the power of initiative to affect local taxes, assessments, fees and charges is applicable to all
local governments. Article XIIIC does not define the terms “local tax,” “assessment,” “fee” or
“charge,” so it was unclear whether the definitions set forth in Article XIIID referred to above are
applicable to Article XIIIC. Moreover, the provisions of Article XIIIC are not expressly limited to
local taxes, assessments, fees and charges imposed after November 6, 1996. On July 24, 2006,
the Supreme Court held in the Bighorn Case that the provisions of Article XIIIC included rates and
fees charged for domestic water use. In the decision, the Court noted that the decision did not
address whether an initiative to reduce fees and charges could override statutory rate setting
obligations. In any event, the District does not believe that Article XIIIC grants to the voters within
the District the power to repeal or reduce rates and charges for the wastewater service in a
manner which would be inconsistent with the contractual obligations of the District. However,
there can be no assurance of the availability of particular remedies adequate to protect the
beneficial owners of the Certificates. Remedies available to beneficial owners of the Certificates
in the event of a default by the District are dependent upon judicial actions which are often subject
to discretion and delay and could prove both expensive and time consuming to obtain. So long
as the Certificates are held in book-entry form, DTC (or its nominee) will be the sole registered
owner of the Certificates and the rights and remedies of the Owners of the Certificates will be
exercised through the procedures of DTC.
Proposition 26
Proposition 26 was approved by the electorate at the November 2, 2010 election and
amended California Constitution Articles XIIIA and XIIIC. The proposition imposes a two-thirds
voter approval requirement for the imposition of fees and charges by the State. It also imposes
a majority voter approval requirement on local governments with respect to fees and charges for
general purposes, and a two-thirds voter approval requirement with respect to fees and charges
for special purposes. Proposition 26, according to its supporters, is intended to prevent the
circumvention of tax limitations imposed by the voters in California Constitution Articles XIIIA,
XIIIC and XIIID pursuant to Proposition 13, approved in 1978, Proposition 218, approved in 1996,
and other measures through the use of non-tax fees and charges. Proposition 26 expressly
excludes from its scope a charge imposed for a specific government service or product provided
directly to the payor that is not provided to those not charged, and which does not exceed the
reasonable cost to the State or local government of providing the service or product to the payor.
Proposition 26 applies to charges imposed or increased by local governments after the date of its
approval. The District believes its Wastewater System rates and charges are not taxes under
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Proposition 26. The District is unable to predict at this time how Proposition 26 will be interpreted
by the courts or what its ultimate impact will be.
Constitutional Limitations on Appropriations and Fees
Under Article XIIIB of the California Constitution, as amended, state and local government
entities have an annual “appropriations limit” which limits their ability to spend certain moneys
called “appropriations subject to limitation,” which consist of tax revenues, certain state
subventions and certain other moneys, including user charges to the extent they exceed the costs
reasonably borne by the entity in providing the service for which it is levying the charge. The
District is of the opinion that the user charges of the Wastewater System imposed by the District
do not exceed the costs the District reasonably bears in providing the Wastewater Service. In
general terms, the “appropriations limit” is to be based on certain 1978/79 expenditures, and is to
be adjusted annually to reflect changes in the consumer price index, population, and services
provided by these entities. Among other provisions of Article XIIIB, if an entity’s revenues in any
year exceed the amount permitted to be spent, the excess would have to be returned by revising
tax rates or fee schedules over the subsequent two years.
Future Initiatives
Articles XIIIB, XIIIC and XIIID were adopted as measures that qualified for the ballot
pursuant to California’s initiative process. From time to time other initiatives have been and could
be proposed and adopted affecting the Wastewater System’s revenues or ability to increase
revenues. Neither the nature and impact of these measures nor the likelihood of qualification for
ballot or passage can be anticipated by the District.
Limited Recourse on Default
If the District defaults on its obligation to pay the Certificates, the Trustee, as assignee of
the District, has the right to accelerate the total unpaid principal amounts of the Certificates.
However, in the event of a default and such acceleration there can be no assurance that the
District will have sufficient Net Revenues to pay the accelerated Certificates.
Secondary Market for Certificates
There can be no guarantee that there will be a secondary market for the Certificates or, if
a secondary market exists, that any Certificates can be sold for any particular price. Prices of
bond issues for which a market is being made will depend upon then-prevailing circumstances.
Occasionally, because of general market conditions or because of adverse history or economic
prospects connected with a particular issue, secondary marketing practices in connection with a
particular issue are suspended or terminated. Additionally, prices of issues for which a market is
being made will depend upon then-prevailing circumstances. Such prices could be substantially
different from the original purchase price.
No assurance can be given that the market price for the Certificates will not be affected
by the introduction or enactment of any future legislation (including without limitation amendments
to the Internal Revenue Code), or changes in interpretation of the Internal Revenue Code, or any
action of the Internal Revenue Service, including but not limited to the publication of proposed or
final regulations, the issuance of rulings, the selection of the Certificates for audit examination, or
the course or result of any Internal Revenue Service audit or examination of the Certificates or
obligations that present similar tax issues as the Certificates.
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Future Parity Obligations
As described in “SECURITY AND SOURCES OF PAYMENT FOR THE CERTIFICATES
– Parity Obligations” above, the Trust Agreement permits the District to issue Parity Obligations,
under which its obligations would be payable on a parity with the Installment Payments.
The coverage tests described in “SECURITY AND SOURCES OF PAYMENT FOR THE
CERTIFICATES – Parity Obligations” involve, to some extent, projections of Net Revenues. If
Parity Obligations is issued, the debt service coverage for the Certificates could be diluted below
what it otherwise would be. Moreover, there is no assurance that the assumptions that form the
basis of such projections, if any, will be realized subsequent to the date of such projections. If
such assumptions are not realized, the amount of future Net Revenues may be less than
projected, and the actual amount of Net Revenues may be insufficient to provide for the payment
of the Certificates and any future Parity Obligations.
Potential Impact of Climate Change
There is evidence that increasing concentrations of greenhouse gases have caused and
will continue to cause a rise in temperatures around the world, which will result in a wide range of
changes in climate patterns. Moreover, there is evidence that a warming trend occurred during
the latter part of the 20th century and will likely continue through the 21st century. These changes
will have a direct effect on water resources in the State, and numerous studies on climate and
water in the State have been conducted to determine the potential impacts.
Numerous scientific studies on global climate change show that, among other effects on
the global ecosystem, sea levels will rise, extreme temperatures will become more common, and
extreme weather events will become more frequent as a result of increasing global temperatures
attributable to atmospheric pollution. For example, the Fourth National Climate Assessment,
published by the U.S. Global Change Research Program, in November 2018 (NCA4) finds that
more frequent and intense extreme weather and climate-related events, as well as changes in
average climate conditions, are expected to continue to damage infrastructure, ecosystems and
social systems over the next 25 to 100 years.
Cybersecurity
The District, like many other public and private entities, relies on computer and other digital
networks and systems to conduct its operations and finances. As a recipient and provider of
personal, private and other sensitive electronic information, the District is potentially subject to
multiple cyber threats including, but not limited to, hacking, viruses, malware, ransomware and
other attacks on computer and other sensitive digital networks and systems. Entities or individuals
may attempt to gain unauthorized access to the District’s systems for the purposes of
misappropriating assets or information or causing operational disruption or damage.
The District has not had a major cybersecurity breach that resulted in a financial loss or
operational disruption. The District continues to monitor the cyber threat landscape (both with
internal and external resources) and invest in the latest security technology and training to provide
a comprehensive cybersecurity program to protect the District’s digital assets. Monitoring the
evolving cybersecurity threats is challenging; however, the District utilizes many channels of
information, including Federal (Multi-State Information Sharing and Analysis Center, a division of
the Department of Homeland Security), State (Municipal Information Systems Association of
California, aka MISAC), and starting in FY 2020-21: a “cybersecurity as-a-service” firm that
dedicates two cybersecurity experts to monitor and report back to the District any threats
40
observed in the District’s network traffic or on the District connected devices. The District also
evaluates the cybersecurity technology protecting the District’s digital assets twice annually,
during the maintenance contract renewal and during the extensive application process for the
MISAC Excellence in Information Technology Practices award, which the District has been
awarded every year since 2014. The District also provides regular and ongoing training to all staff
on the latest phishing, social engineering attacks, and safe browsing practices to avoid common
cybersecurity threat vectors. However, even with this investment in cybersecurity, these attacks
can be carefully and patiently orchestrated to take down or disrupt targeted public services, thus
no assurances can be given that the District will be successful in guarding against any and each
cyber threat or breach.
CONTINUING DISCLOSURE
The District has covenanted for the benefit of owners of the Certificates to provide certain
financial information and operating data relating to the District and the Wastewater System by not
later than March 1 following the end of each fiscal year (presently the end of the fiscal year is the
last day in June), commencing with its report for the fiscal year ended June 30, 2025 (the “Annual
Report”), due by March 1, 2026, and to provide notices of the occurrence of certain enumerated
events. The Annual Reports and notices of enumerated events will be filed with the Municipal
Securities Rulemaking Board (the “MSRB”). These covenants have been made in order to assist
the Underwriter in complying with Securities and Exchange Commission Rule 15c2-12 (the
“Rule”). The specific nature of the information to be contained in the Annual Report and the
enumerated events is summarized in APPENDIX F – “FORM OF CONTINUING DISCLOSURE
CERTIFICATE.”
The District has previously entered into a continuing disclosure undertaking in connection
with wastewater revenue refunding bonds it issued in 2021. In the previous five years, the District
has failed to comply with its existing continuing disclosure undertaking by filing audited financial
statements and operating and statistical data 911 days late in the case of information related to
Fiscal Year 2020-21, 546 days late in the case of information related to Fiscal Year 2021-22, and
180 days late in the case of information related to Fiscal Year 2022-23. The District attributes
such failures to changes in internal processes, including a transition in staff responsibilities and
updates to compliance procedures. The District has since conducted a thorough review of its
compliance procedures and has implemented corrective actions to ensure timely filings in the
future. These measures include strengthening internal controls, including assigning specific
responsibilities for monitoring and filing disclosures, and providing additional training for staff on
compliance and reporting requirements.
LEGAL OPINIONS
Legal matters incident to the authorization, execution and delivery of the Certificates are
subject to the approving opinion of Jones Hall, A Professional Law Corporation, San Francisco,
California, Special Counsel, and certain other conditions. Jones Hall is also serving as Disclosure
Counsel to the District. Certain legal matters will be passed upon for the District by the District’s
general counsel, and for the Underwriter by Kutak Rock LLP, Irvine, California, as its counsel.
The compensation of Special Counsel, Disclosure Counsel and Underwriter’s counsel is
contingent on the successful sale of the Certificates.
41
TAX MATTERS
Federal Tax Status. In the opinion of Jones Hall, A Professional Law Corporation, San
Francisco, California, Special Counsel, subject, however to the qualifications set forth below,
under existing law, the portion of Installment Payments designated as and comprising interest
and received by the owners of the Certificates is excluded from gross income for federal income
tax purposes and such interest is not an item of tax preference for purposes of the federal
alternative minimum tax. The portion of Installment Payments designated and comprising interest
may be subject to the corporate alternative minimum tax.
The opinions set forth in the preceding paragraph are subject to the condition that the
District comply with all requirements of the Internal Revenue Code of 1986, as amended (the "Tax
Code") that must be satisfied subsequent to the execution and delivery of the Certificates in order
that the interest with respect thereto be, and continue to be, excludable from gross income for
federal income tax purposes. The District has made certain representations and covenants in
order to comply with each such requirement. Inaccuracy of those representations, or failure to
comply with certain of those covenants, may cause the inclusion of such interest in gross income
for federal income tax purposes, which may be retroactive to the date of execution and delivery
of the Certificates.
Tax Treatment of Original Issue Discount and Premium. If the initial offering price to
the public at which a Certificate is sold is less than the amount payable at maturity thereof, then
such difference constitutes "original issue discount" for purposes of federal income taxes and
State of California personal income taxes. If the initial offering price to the public at which a
Certificate is sold is greater than the amount payable at maturity thereof, then such difference
constitutes "bond premium" for purposes of federal income taxes and State of California personal
income taxes. De minimis original issue discount and bond premium is disregarded.
Under the Tax Code, original issue discount is treated as interest excluded from federal
gross income and exempt from State of California personal income taxes to the extent properly
allocable to each owner thereof subject to the limitations described in the first paragraph of this
section. The original issue discount accrues over the term to maturity of the Certificate on the
basis of a constant interest rate compounded on each interest or principal payment date (with
straight-line interpolations between compounding dates). The amount of original issue discount
accruing during each period is added to the adjusted basis of such Certificates to determine
taxable gain upon disposition (including sale, redemption, or payment on maturity) of such
Certificate. The Tax Code contains certain provisions relating to the accrual of original issue
discount in the case of purchasers of the Certificates who purchase the Certificates after the initial
offering of a substantial amount of such maturity. Owners of such Certificates should consult their
own tax advisors with respect to the tax consequences of ownership of Certificates with original
issue discount, including the treatment of purchasers who do not purchase in the original offering
to the public at the first price at which a substantial amount of such Certificates is sold to the
public.
Under the Tax Code, bond premium is amortized on an annual basis over the term of the
Certificate (said term being the shorter of the Certificate's maturity date or its call date). The
amount of bond premium amortized each year reduces the adjusted basis of the owner of the
Certificate for purposes of determining taxable gain or loss upon disposition. The amount of bond
premium on a Certificate is amortized each year over the term to maturity of the Certificate on the
basis of a constant interest rate compounded on each interest or principal payment date (with
straight-line interpolations between compounding dates). Amortized Certificate premium is not
42
deductible for federal income tax purposes. Owners of premium Certificates, including
purchasers who do not purchase in the original offering, should consult their own tax advisors
with respect to State of California personal income tax and federal income tax consequences of
owning such Certificates.
California Tax Status. In the further opinion of Special Counsel, the portion of Installment
Payments designated as and comprising interest and received by the owners of the Certificates
is exempt from California personal income taxes.
Other Tax Considerations. Current and future legislative proposals, if enacted into law,
clarification of the Tax Code or court decisions may cause interest with respect to the Certificates
to be subject, directly or indirectly, to federal income taxation or to be subject to or exempted from
state income taxation, or otherwise prevent beneficial owners from realizing the full current benefit
of the tax status of such interest. The introduction or enactment of any such legislative proposals,
clarification of the Tax Code or court decisions may also affect the market price for, or
marketability of, the Certificates. It cannot be predicted whether or in what form any such proposal
might be enacted or whether, if enacted, such legislation would apply to Certificates issued prior
to enactment.
The opinions expressed by Special Counsel are based upon existing legislation and
regulations as interpreted by relevant judicial and regulatory authorities as of the date of such
opinion, and Special Counsel has expressed no opinion with respect to any proposed legislation
or as to the tax treatment of interest with respect to the Certificates, or as to the consequences of
owning or receiving interest with respect to the Certificates, as of any future date. Prospective
purchasers of the Certificates should consult their own tax advisors regarding any pending or
proposed federal or state tax legislation, regulations or litigation, as to which Special Counsel
expresses no opinion.
Owners of the Certificates should also be aware that the ownership or disposition of, or
the accrual or receipt of interest with respect to, the Certificates may have federal or state tax
consequences other than as described above. Other than as expressly described above, Special
Counsel expresses no opinion regarding any federal or state tax consequences arising with
respect to the Certificates s, the ownership, sale or disposition of the Certificates, or the amount,
accrual or receipt of interest with respect to the Certificates.
The form of the proposed opinion of Special Counsel is attached as APPENDIX E.
NO MATERIAL LITIGATION
There is no action, suit, or proceeding known by the District to be pending or threatened
at the present time restraining or enjoining the delivery or in any way contesting or affecting the
validity of the Certificates, the Installment Sale Agreement, the Trust Agreement or the
proceedings of the District or the Trustee taken with respect to the execution or delivery thereof.
RATING
S&P Global Ratings (“S&P”) has assigned the Certificates a rating of “___” Such rating
reflects only the views of such organization and any desired explanation of the significance of
such ratings should be obtained from S&P. The District has furnished to S&P certain materials
and information with respect to the District and the Certificates. Generally, a rating agency bases
its ratings on the information and materials furnished to it and on investigations, studies and
43
assumptions of its own. There is no assurance such ratings will continue for any given period of
time or that such ratings will not be revised downward or withdrawn entirely by the rating agency,
if in the judgment of such rating agency, circumstances so warrant. The District and the Municipal
Advisor undertake no responsibility to oppose any such proposed revision or withdrawal. Any
such downward change in or withdrawal of any rating might have an adverse effect on the market
price or marketability of the Certificates.
MUNICIPAL ADVISOR
The District has retained Bartle Wells Associates, Berkeley, California, as municipal
advisor (the “Municipal Advisor”) in connection with the structuring, marketing and pricing of the
Certificates. The Municipal Advisor has reviewed this Official Statement but makes no guaranty,
warranty or other representation respecting the accuracy and completeness of the information
contained herein.
UNDERWRITING
Oppenheimer & Co. Inc., as underwriter (the “Underwriter”), has entered into a Purchase
Contract with the District under which it will purchase the Certificates at a purchase price of
$________________, which is equal to the par amount of the Certificates, less an Underwriter’s
discount of $____________.
The Underwriter will be obligated to take and pay for all of the Certificates if any are taken.
The Underwriter intends to offer the Certificates to the public at the offering prices set forth on the
inside cover page of this Official Statement. After the initial public offering, the public offering
price may be varied from time to time by the Underwriter.
MISCELLANEOUS
Any statements in this Official Statement involving matters of opinion, whether or not
expressly so stated, are intended as such and not as representations of fact. This Official
Statement is not to be construed as a contract or agreement between the District and the
purchasers or Holders of any of the Certificates.
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EXECUTION
The preparation and distribution of this Official Statement has been duly authorized by the
District.
SOUTH TAHOE PUBLIC UTILITY DISTRICT
By:
General Manager
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APPENDIX A
GENERAL INFORMATION ABOUT THE CITY OF SOUTH LAKE TAHOE
AND EL DORADO COUNTY
The following information concerning the City of South Lake Tahoe (the “City”) and the
County of El Dorado (the “County”), is included only for the purpose of supplying general
information. The Certificates are not a debt of the City, the County, the State of California (the
“State”) or any of its political subdivisions, and are payable solely from the Net Revenues of the
District as described in this Official Statement.
General
The City of South Lake Tahoe. The City of South Lake Tahoe (the “City”) is part of a
broader South Shore community that includes California's El Dorado County in the Tahoe Basin
and Nevada's Douglas County at Stateline/Zephyr Cove, in the Sierra Nevada Mountains. The
population was 20,790 as of January 1, 2024. The City is located on the South Shore of America's
largest alpine lake. As the only incorporated community in the Lake Tahoe Basin, the City is a
central hub to one of the country's most popular tourism destinations. The east end of the City,
on the California-Nevada state line, is mainly geared towards tourism, with shops, restaurants,
hotels, and the Heavenly Ski Resort, with the Nevada casinos just across the state line in
Stateline, Nevada. The City extends about five miles west-southwest along U.S. Route 50, also
known as Lake Tahoe Blvd. The western end of town is mainly residential, and clusters around
"The Y" (new intersection October 2008), the X-shaped intersection of US 50, State Route 89,
and Lake Tahoe Boulevard after it loses its state highway designation.
According to the United States Census Bureau, the city has a total area of 16.5 square
miles (42.7 km²), of which, 10.1 square miles (26.1 km²) of it is land and 6.4 square miles (16.7
km²) of it (39.03%) is water. Elevation is 6,260 ft.
The County of El Dorado. The County of El Dorado (the “County”) was incorporated as
a general law county in 1850, with the City of Placerville as the county seat. In 1994 County
voters adopted a county charter by majority vote under Article XI, Section 4 of the California
Constitution, and the County has been organized and operating as a charter county since that
time. The legislative body is a five-member Board of Supervisors, each supervisor being elected
by voters within his or her supervisorial district. Because much of the County is comprised of
unincorporated areas, the County provides a wide range of services through its departments and
by special districts for these areas.
The County is comprised of 1,711.5 square miles encompassing a portion of the Lake
Tahoe Basin on the east and reaching to the west within 25 miles of Sacramento, California, the
State capitol. More than half of the land in the County is owned by the federal, state or local
governments. 150 miles west of the County is San Francisco, while 400 miles south is Los
Angeles. Placerville is located 44 miles east of Sacramento. The City, sixty miles east of
Placerville, is the hub of the Tahoe recreation area.
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Population
The following table shows population estimates for the City, the County and the State for
the last five years.
CITY OF SOUTH LAKE TAHOE, EL DORADO COUNTY
AND STATE OF CALIFORNIA
Population Estimates
Calendar Years 2020 through 2024 as of January 1
Year
(January 1)
City of
South Lake
Tahoe
El Dorado
County
State of
California
2020 21,424 191,185 39,538,223
2021 21,285 190,737 39,327,868
2022 20,939 189,294 39,114,785
2023 20,703 188,067 39,061,058
2024 20,790 188,583 39,128,162
Source: State Department of Finance.
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Employment and Industry
The unemployment rate in the Sacramento--Roseville--Arden-Arcade MSA was 4.7
percent in September 2024, down from a revised 5.2 percent in August 2024, and above the year-
ago estimate of 4.4 percent. This compares with an unadjusted unemployment rate of 5.3 percent
for California and 3.9 percent for the nation during the same period. The unemployment rate was
4.3 percent in El Dorado County, 4.2 percent in Placer County, 4.9 percent in Sacramento County,
and 4.9 percent in Yolo County.
The table below lists employment by industry group for the MSA for the years 2019 to
2023.
SACRAMENTO--ARDEN-ARCADE--ROSEVILLE MSA
(El Dorado, Placer, Sacramento, Yolo Counties)
Annual Average Labor Force and Employment Industry
Calendar Years 2019 through 2023
(March 2023 Benchmark)
2019 2020 2021 2022 2023
Civilian Labor Force (1) 1,099,300 1,093,500 1,105,400 1,112,100 1,129,200
Employment 1,059,200 996,600 1,034,400 1,069,700 1,080,500
Unemployment 40,100 96,900 71,000 42,400 48,600
Unemployment Rate 3.7% 8.9% 6.4% 3.8% 4.3%
Wage and Salary Employment (2)
Agriculture 8,700 8,300 9,000 8,600 9,100
Mining and Logging and Construction 69,900 70,700 75,400 77,700 75,200
Manufacturing 36,800 36,100 37,700 40,600 40,500
Wholesale Trade 28,600 26,600 26,900 28,300 28,500
Retail Trade 100,500 95,100 100,600 100,300 99,000
Transportation, Warehousing and Utilities 32,200 34,300 37,500 40,800 41,600
Information 11,900 10,200 10,100 10,500 9,900
Financial Activities 52,500 51,700 51,800 51,800 49,000
Professional and Business Services 137,200 132,600 137,200 139,700 134,400
Educational and Health Services 166,600 164,000 168,800 175,600 188,700
Leisure and Hospitality 109,600 83,900 93,600 108,700 112,500
Other Services 35,400 31,000 33,300 36,100 38,300
Federal Government 14,200 14,800 14,500 14,400 14,500
State Government 121,900 121,700 127,300 129,800 134,400
Local Government 105,300 98,900 98,400 102,700 107,400
Total, All Industries (3) 1,031,200 979,800 1,021,900 1,065,400 1,083,000
(1) Labor force data is by place of residence; includes self-employed individuals, unpaid family workers, household domestic
workers, and workers on strike.
(2) Industry employment is by place of work; excludes self-employed individuals, unpaid family workers, household domestic
workers, and workers on strike.
(3) Totals may not add due to rounding.
Source: State of California Employment Development Department.
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Largest Employers
The following table shows the largest major employers in El Dorado County, in
alphabetical order.
EL DORADO COUNTY
Major Employers (Listed alphabetically)
As of October 2024
Employer Name Location Industry
Beach Retreat & Lodge South Lake Tahoe Hotels & Motels
Blue Shield of California El Dorado Hills Insurance
Broadridge Financial Solutions El Dorado Hills Business Services NEC
Camp Richardson Lake Tahoe South Lake Tahoe Resorts
CEMEX El Dorado Hills Construction Companies
Child Development Programs Placerville Youth Organizations & Centers
County of Eldorado Placerville County Government-General Offices
El Dorado County Child Protctn Placerville Government Offices-County
El Dorado County Sheriff Placerville Sheriff
El Dorado County Trnsprtn Placerville Car Service
El Dorado Irrigation District Placerville Utilities
Lake Tahoe Community College South Lake Tahoe Junior-Community College-Tech Institutes
Marriott's Timber Lodge South Lake Tahoe Hotels & Motels
More Placerville Vocational Rehabilitation Services
Nugget Markets El Dorado Hills Grocers-Retail
Oak Ridge High School El Dorado Hills Schools
Raley's Placerville Grocers-Retail
Safeway South Lake Tahoe Grocers-Retail
Safeway El Dorado Hills Grocers-Retail
Sierra-At-Tahoe Resort Twin Bridges Skiing Centers & Resorts
Sky Mountain Charter School Placerville Schools
South Lake Tahoe City Manager South Lake Tahoe City Government-Executive Offices
Spare Time Inc El Dorado Hills Health Clubs Studios & Gymnasiums
Transitional Learning Ctr High South Lake Tahoe Schools
Zephyr Cove Resort South Lake Tahoe Marinas
Source: State of California Employment Development Department, extracted from The America’s Labor Market Information System
(ALMIS) Employer Database, 2025 1st Edition.
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Effective Buying Income
“Effective Buying Income” is defined as personal income less personal tax and nontax
payments, a number often referred to as “disposable” or “after-tax” income. Personal income is
the aggregate of wages and salaries, other labor-related income (such as employer contributions
to private pension funds), proprietor’s income, rental income (which includes imputed rental
income of owner-occupants of non-farm dwellings), dividends paid by corporations, interest
income from all sources, and transfer payments (such as pensions and welfare assistance).
Deducted from this total are personal taxes (federal, state and local), nontax payments (fines,
fees, penalties, etc.) and personal contributions to social insurance. According to U.S.
government definitions, the resultant figure is commonly known as “disposable personal income.”
The following table summarizes Effective Buying Income for the City, the County, the State and
the United States for 2021 through 2025.
CITY OF SOUTH LAKE TAHOE, EL DORADO COUNTY,
STATE OF CALIFORNIA AND UNITED STATES
Effective Buying Income
As of January 1, 2021 through 2025
Year
Area
Total Effective
Buying Income
(000’s Omitted)
Median Household
Effective Buying
Income
2021 City of South Lake Tahoe $637,224 $48,817
El Dorado County 7,711,541 73,169
California 1,290,894,604 67,956
United States 9,809,944,764 56,790
2022 City of South Lake Tahoe $671,743 $51,604
El Dorado County 8,429,911 81,237
California 1,452,426,153 77,058
United States 11,208,582,541 64,448
2023 City of South Lake Tahoe $760,840 $56,424
El Dorado County 8,459,722 81,743
California 1,461,799,662 77,175
United States 11,454,846,397 65,326
2024 City of South Lake Tahoe $803,856 $62,892
El Dorado County 9,264,986 86,918
California 1,510,708,521 80,973
United States 11,987,185,826 67,876
2025 City of South Lake Tahoe $865,625 $68,911
El Dorado County 10,015,248 95,149
California 1,557,429,767 82,725
United States 12,525,577,707 69,687
Source: Claritas, LLC.
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Commercial Activity
A summary of historic taxable sales within the City and the County during the past five years
for which data is available is shown in the following tables.
Total taxable sales during the first two quarters of calendar year 2024 in the City were
reported to be $243,872,630, a 2.25% increase over the total taxable sales of $238,508,741
reported during the first two quarters of calendar year 2023.
CITY OF SOUTH LAKE TAHOE
Taxable Transactions
Number of Permits and Valuation of Taxable Transactions
(Dollars in Thousands)
Retail Stores Total All Outlets
Number
of Permits
Taxable
Transactions
Number
of Permits
Taxable
Transactions
2019 644 $379,918 1,021 $453,257
2020 671 350,304 1,069 410,339
2021 659 416,465 1,064 489,008
2022 664 456,236 1,087 543,905
2023 648 444,266 1,063 530,905
Source: State Department of Tax and Fee Administration.
Total taxable sales during the first two quarters of calendar year 2024 in the County were
reported to be approximately $1,545,982,235, a 0.15% decrease over the total taxable sales of
approximately $1,548,272,752 reported during the first two quarters of calendar year 2023.
COUNTY OF EL DORADO
Taxable Retail Sales
Number of Permits and Valuation of Taxable Transactions
(Dollars in Thousands)
Retail Stores Total Outlets
Number of
Permits
Taxable
Transactions
Number of
Permits
Taxable
Transactions
2019 4,183 $1,876,936 6,917 $2,544,004
2020 4,332 2,005,650 7,309 2,707,847
2021 3,797 2,272,978 6,547 3,120,528
2022 3,821 2,422,073 6,664 3,363,405
2023 3,561 2,320,841 6,354 3,262,104
Source: State Department of Tax and Fee Administration.
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Construction
Provided below are the building permits and valuations for the City and the County, for
calendar years 2019 through 2023.
CITY OF SOUTH LAKE TAHOE
Total Building Permit Valuations
(Valuations in Thousands)
2019 2020 2021 2022 2023
Permit Valuation
New Single-family $6,501.5 $14,964.3 $16,685.2 $13,155.2 $17,467.0
New Multi-family 14,250.0 2,621.6 0.0 34,910.0 0.0
Res. Alterations/Additions 9,025.9 9,706.7 12,444.8 13,136.0 10,119.0
Total Residential 29,777.4 27,292.6 29,130.0 61,201.2 27,586.0
New Commercial 1,832.6 4,857.0 9,084.9 60.0 0.0
New Industrial 0.0 0.0 0.0 0.0 0.0
New Other 273.4 603.2 788.9 1,151.3 1,023.5
Com. Alterations/Additions 7,434.0 14,113.2 8,696.4 18,291.5 16,831.8
Total Nonresidential 9,540.0 19,573.4 18,570.2 19,502.8 17,855.3
New Dwelling Units
Single Family 15 34 36 26 40
Multiple Family 18 7 0 83 0
TOTAL 33 41 36 109 40
Source: Construction Industry Research Board, Building Permit Summary.
COUNTY OF EL DORADO
Total Building Permit Valuations
(Valuations in Thousands)
2019 2020 2021 2022 2023
Permit Valuation
New Single-family $404,049.4 $271,705.8 $272,949.4 $272,193.6 $159,867.1
New Multi-family 14,250.0 2,621.6 0.0 34,910.0 321.0
Res. Alterations/Additions 39,291.3 30,270.3 42,208.2 58,069.1 27,824.1
Total Residential 457,590.7 304,597.7 315,157.6 365,172.7 188,012.2
New Commercial 42,622.0 16,917.1 37,727.2 33,737.9 11,135.6
New Industrial 0.0 0.0 0.0 0.0 0.0
New Other 35,357.3 28,555.7 44,229.5 46,142.7 30,138.5
Com. Alterations/Additions 27,883.6 24,950.1 23,256.9 46,318.6 27,777.3
Total Nonresidential 105,862.90 70,422.9 105,213.6 126,199.2 69,051.4
New Dwelling Units
Single Family 595 649 697 626 523
Multiple Family 18 7 0 83 2
TOTAL 613 656 697 709 525
Source: Construction Industry Research Board, Building Permit Summary.
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Tourism
Tourism has long been a major component of the City’s and County’s economy. Lake
Tahoe is a world-class destination attraction with a varied offering of both winter and summer
sports. Marwill State Park Gold Discovery Site, Folsom Lake, Apple Hill (a ranch marketing area)
and other attractions in the western part of the County provide another range of diversity to
visitors. Much of the central part of the County lies in the El Dorado and Tahoe National Forests
which provide hiking, camping, fishing, hunting and other outdoor recreation.
Transportation
Two major highways (U.S. 50 and U.S. 49) intersect the County while Interstate 5 and
Interstate 80 are within 45 minutes of the City of Placerville. Commercial air service is provided
to the western portion of the County by the Sacramento Metropolitan Airport, 50 miles west of the
City of Placerville. More than 200 trucking firms serve the County area, with interstate, local and
special hauling. The City and the County are also served by Greyhound Bus Lines.
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APPENDIX B
ANNUAL COMPREHENSIVE FINANCIAL REPORT FOR THE
FISCAL YEAR ENDED JUNE 30, 2024
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APPENDIX C
SUMMARY OF CERTAIN PROVISIONS OF
THE LEGAL DOCUMENTS
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APPENDIX D
BOOK-ENTRY SYSTEM
The information in this Appendix D concerning DTC and its book-entry system has been
obtained from sources that the District believe to be reliable, but the District takes no responsibility
for the accuracy thereof.
General
The Depository Trust Company (“DTC”) will act as securities depository for the
Certificates. The Certificates will be issued as fully-registered securities registered in the name
of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an
authorized representative of DTC. One fully-registered bond certificate will be issued for each
maturity of the Certificates, in the aggregate principal amount of such maturity, and will be
deposited with DTC.
DTC is a limited-purpose trust company organized under the New York Banking Law, a
“banking organization” within the meaning of the New York Banking Law, a member of the federal
Reserve System, a “clearing corporation” within the meaning of the New York Uniform
Commercial Code, and a “clearing agency” registered pursuant to the provisions of section 17A
of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5
million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and
money market instruments (from over 100 countries) that DTC’s participants (“Direct
Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct
Participants of sales and other securities transactions in deposited securities through electronic
computerized book-entry transfers and pledges between Direct Participants’ accounts. This
eliminates the need for physical movement of securities certificates. Direct Participants include
both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing
corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The
Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding company for DTC,
National Securities Clearing Corporation, and Fixed Income Clearing Corporation, all of which are
registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access
to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers
and dealers, banks, trust companies, and clearing corporations that clear through or maintain a
custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”).
DTC has S&P Global Ratings rating of “AA+.” The DTC Rules applicable to its Participants are
on file with the Securities and Exchange Commission. More information about DTC can be found
at www.dtcc.org. The information on such website is not incorporated by reference herein.
Purchases of Certificates under the DTC system must be made by or through Direct
Participants, who will receive a credit for the Certificates on DTC’s records. The ownership interest
of each actual purchaser of each Certificate (“Beneficial Owner”) is in turn to be recorded on the
Direct and Indirect Participants’ records. Beneficial Owners will not receive written confirmation
from DTC of their purchase. Beneficial Owners are, however, expected to receive written
confirmations providing details of the transaction, as well as periodic statements of their holdings,
from the Direct or Indirect Participant through which the Beneficial Owner entered into the
transaction. Transfers of ownership interests in the Certificates are to be accomplished by entries
made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners.
Beneficial Owners will not receive certificates representing their ownership interests in
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Certificates, except in the event that use of the book-entry system for the Certificates is
discontinued.
To facilitate subsequent transfers, all Certificates deposited by Direct Participants with
DTC are registered in the name of DTC’s partnership nominee, Cede & Co., or such other name
as may be requested by an authorized representative of DTC. The deposit of Certificates with
DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect
any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of
the Certificates; DTC’s records reflect only the identity of the Direct Participants to whose
accounts such Certificates are credited, who may or may not be the Beneficial Owners. The
Direct and Indirect Participants will remain responsible for keeping account of their holdings on
behalf of their customers.
Conveyance of notices and other communications by DTC to Direct Participants, by Direct
Participants to Indirect Participants, and by Direct Participants and Indirect Participants to
Beneficial Owners will be governed by arrangements among them, subject to any statutory or
regulatory requirements as may be in effect from time to time.
Prepayment notices shall be sent to DTC. If less than all of the Certificates within an issue
are being redeemed, DTC’s practice is to determine by lot the amount of the interest of each
Direct Participant in such issue to be redeemed.
Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with
respect to Certificates unless authorized by a Direct Participant in accordance with DTC’s MMI
Procedures. Under its usual procedures, DTC mails an Omnibus Proxy as soon as possible after
the record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those
Direct Participants to whose accounts Certificates are credited on the record date (identified in a
listing attached to the Omnibus Proxy).
Principal, premium, if any, and interest payments on the Certificates will be made to Cede
& Co., or such other nominee as may be requested by an authorized representative of DTC.
DTC’s practice is to credit Direct Participants’ accounts upon DTC’s receipt of funds and
corresponding detail information from the District or the Trustee, on a payable date in accordance
with their respective holdings shown on DTC’s records. Payments by Participants to Beneficial
Owners will be governed by standing instructions and customary practices, as is the case with
securities held for the accounts of customers in bearer form or registered in “street name,” and
will be the responsibility of such Participant and not of DTC nor its nominee, the Trustee, or the
District, subject to any statutory or regulatory requirements as may be in effect from time to time.
Payment of principal, premium, if any, and interest payments to Cede & Co. (or such other
nominee as may be requested by an authorized representative of DTC) is the responsibility of the
District or the Trustee, disbursement of such payments to Direct Participants will be the
responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the
responsibility of Direct and Indirect Participants.
DTC may discontinue providing its services as depository with respect to the Certificates
at any time by giving reasonable notice to the District or the Trustee. Under such circumstances,
in the event that a successor depository is not obtained, bond certificates are required to be
printed and delivered. The District may decide to discontinue use of the system of book-entry
transfers through DTC (or a successor securities depository). In that event, bond certificates will
be printed and delivered.
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APPENDIX E
FORM OF SPECIAL COUNSEL OPINION
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APPENDIX F
FORM OF CONTINUING DISCLOSURE CERTIFICATE
$_____________
South Tahoe Public Utility District
2025 Wastewater Revenue Certificates of Participation
This Continuing Disclosure Certificate (this “Disclosure Certificate”) is executed and
delivered by the South Tahoe Public Utility District (the “District”) in connection with the execution
and delivery of the above-referenced certificates of participation (the “Certificates”) under the
Trust Agreement dated as of January 1, 2025 (the “Trust Agreement”) among the District, the
CSDA Finance Corporation, and U.S. Bank Trust Company, National Association, as trustee (the
“Trustee”).
The District covenants and agrees as follows:
SECTION 1. Purpose of the Disclosure Certificate. This Disclosure Certificate is being
executed and delivered by the District for the benefit of the Holders and Beneficial Owners of the
Certificates and in order to assist the Participating Underwriter in complying with S.E.C.
Rule 15c2-12(b)(5).
SECTION 2. Definitions. In addition to the definitions set forth in the Trust Agreement,
which apply to any capitalized term used in this Disclosure Certificate unless otherwise defined in
this Section, the following capitalized terms shall have the following meanings:
“Annual Report” shall mean any Annual Report provided by the District pursuant to, and
as described in, Sections 3 and 4 of this Disclosure Certificate.
“Beneficial Owner” shall mean any person which (a) has the power, directly or indirectly,
to vote or consent with respect to, or to dispose of ownership of, any Certificates (including
persons holding Certificates through nominees, depositories or other intermediaries), or (b) is
treated as the owner of any Certificates for federal income tax purposes.
“Dissemination Agent” means the District, or any successor Dissemination Agent
designated in writing by the District and which has filed with the District a written acceptance of
such designation.
“Financial Obligation” means a (i) debt obligation; (ii) derivative instrument entered into in
connection with, or pledged as security or a source of payment for, an existing or planned debt
obligation; or (iii) guarantee of (i) or (ii). The term “Financial Obligation” shall not include municipal
securities as to which a final official statement has been provided to the MSRB consistent with
the Rule.
“Fiscal Year” means the fiscal year of the District.
“Listed Events” shall mean any of the events listed in Section 5(a) of this Disclosure
Certificate.
“MSRB” shall mean the Municipal Securities Rulemaking Board.
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“Official Statement” shall mean the Official Statement relating to the Certificates, dated
_________, 2025.
“Participating Underwriter” shall mean the original purchaser of the Certificates required
to comply with the Rule in connection with offering of the Certificates.
“Rule” shall mean Rule 15c2-12(b)(5) adopted by the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as the same may be amended from time
to time.
“State” shall mean the State of California.
SECTION 3. Provision of Annual Reports.
(a) The District shall, or shall cause the Dissemination Agent to, not later than each
March 1 after the end of each Fiscal Year, or the next succeeding business day if that day is not
business day, commencing with the report for the fiscal year ending June 30, 2025, which shall
be due by March 1, 2026, provide to the MSRB an Annual Report which is consistent with the
requirements of Section 4 of this Disclosure Certificate. The Annual Report may be submitted as
a single document or as separate documents comprising a package, and may cross-reference
other information as provided in Section 4 of this Disclosure Certificate; provided, that the audited
financial statements of the District may be submitted separately from the balance of the Annual
Report and later than the date required above for the filing of the Annual Report if they are not
available by that date. If the Fiscal Year changes, the District shall give notice of such change in
the same manner as for a Listed Event under Section 5(b).
(b) Not later than fifteen (15) Business Days prior to said date, the District shall provide
the Annual Report to the Dissemination Agent (if other than the District). If the District is unable
to provide to the MSRB an Annual Report by the date required in subsection (a), the District shall
send, in a timely manner, a notice to the MSRB in the form required by the MSRB.
(c) The Dissemination Agent shall (if the Dissemination Agent is other than the
District), file a report with the District certifying that the Annual Report has been provided pursuant
to this Disclosure Certificate, stating the date it was provided to the MSRB.
SECTION 4. Content of Annual Reports. The District’s Annual Report shall contain or
include by reference the:
(a) The District’s audited financial statements prepared in accordance with generally
accepted accounting principles as promulgated to apply to governmental entities from time to time
by the Governmental Accounting Standards Board. If the District’s audited financial statements
are not available by the Annual Report Date, the Annual Report shall contain unaudited financial
statements in a format similar to the financial statements contained in the final Official Statement,
and the audited financial statements shall be filed in the same manner as the Annual Report when
they become available.
(b) An update as of the most recently ended Fiscal Year of the District to the
information set forth in the following tables in the Official Statement for the most recently-
completed Fiscal Year only:
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i. Table 1 (Number and Type of Wastewater Connections)
ii. Table 2 (Ten Largest Customers)
iii. Table 13 (Historical Revenues, Expenses and Debt Service Coverage – for
the most recently completed Fiscal Year only)
(c) Any rate increases that became effective during the preceding fiscal year.
(d) Any or all of the items listed above may be included by specific reference to other
documents, including official statements of debt issues of the District or related public entities,
which have been submitted to each of the MSRB or the Securities and Exchange Commission.
If the document included by reference is a final official statement, it must be available from the
MSRB. The District shall clearly identify each such other document so included by reference.
SECTION 5. Reporting of Significant Events.
(a) Pursuant to the provisions of this Section 5, the District shall give, or cause to be
given, notice of the occurrence of any of the following events with respect to the Trust Agreement
or its obligations in relation to the Certificates:
(1) Principal and interest payment delinquencies;
(2) Nonpayment related defaults, if material;
(3) Unscheduled draws on debt service reserves reflecting financial difficulties;
(4) Unscheduled draws on credit enhancements reflecting financial difficulties;
(5) Substitution of credit or liquidity providers, or their failure to perform;
(6) Adverse tax opinions, the issuance by the Internal Revenue Service of
proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-
TEB) or other material notices of determinations with respect to the tax status of the
Certificates, or other material events affecting the tax status of the Certificates;
(7) Modifications to the rights of Certificateholders, if material;
(8) Certificate calls, if material, and tender offers;
(9) Defeasances;
(10) Release, substitution, or sale of property securing repayment of the
Certificates, if material;
(11) Rating changes;
(12) Bankruptcy, insolvency, receivership or similar event of the District;
(13) Consummation of a merger, consolidation, or acquisition involving the
District or the sale of all or substantially all of the assets of the District, other than in the
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ordinary course of business, the entry into a definitive agreement to undertake such an
action or the termination of a definitive agreement relating to any such actions, other than
pursuant to its terms, if material;
(14) Appointment of a successor or additional trustee or the change of name of
a trustee, if material;
(15) Incurrence of a Financial Obligation of the District, if material, or agreement
to covenants, events of default, remedies, priority rights, or other similar terms of a
financial obligation of the District, any of which affect security holders, if material; and
(16) Default, event of acceleration, termination event, modification of terms, or
other similar events under the terms of a Financial Obligation of the District, any of which
reflect financial difficulties.
(b) Whenever the District obtains knowledge of the occurrence of a Listed Event, and,
if the Listed Event is described in subsections (a)(2), (a)(6), (a)(7), (a)(8) (if the event is a bond
call), (a)(10), (a)(13), (a)(14) or (a)(15) above, the District determines that knowledge of the
occurrence of that Listed Event would be material under applicable Federal securities law, the
District shall, or shall cause the Dissemination Agent (if not the District) to, file a notice of such
occurrence with the MSRB, in an electronic format as prescribed by the MSRB, in a timely manner
not in excess of 10 business days after the occurrence of the Listed Event. Notwithstanding the
foregoing, notice of Listed Events described in subsections (a)(8) and (9) above need not be given
under this subsection any earlier than the notice (if any) of the underlying event is given to holders
of affected Certificates under the Installment Sale Agreement.
(c) The District acknowledges that the events described in subparagraphs (a)(2),
(a)(7), (a)(8) (if the event is a bond call), (a)(10), (a)(13), (a)(14), and (a)(15) of this Section 5
contain the qualifier “if material” and that subparagraph (a)(6) also contains the qualifier “material”
with respect to certain notices, determinations or other events affecting the tax status of the
Certificates. The District shall cause a notice to be filed as set forth in paragraph (b) above with
respect to any such event only to the extent that it determines the event’s occurrence is material
for purposes of U.S. federal securities law. Upon occurrence of any of these Listed Events, the
District will as soon as possible determine if such event would be material under applicable federal
securities law. If such event is determined to be material, the District will cause a notice to be
filed as set forth in paragraph (b) above.
(d) For purposes of this Disclosure Certificate, any event described in paragraph
(a)(12) above is considered to occur when any of the following occur: the appointment of a
receiver, fiscal agent, or similar officer for the District in a proceeding under the United States
Bankruptcy Code or in any other proceeding under state or federal law in which a court or
governmental authority has assumed jurisdiction over substantially all of the assets or business
of the District, or if such jurisdiction has been assumed by leaving the existing governing body
and officials or officers in possession but subject to the supervision and orders of a court or
governmental authority, or the entry of an order confirming a plan of reorganization, arrangement,
or liquidation by a court or governmental authority having supervision or jurisdiction over
substantially all of the assets or business of the District.
SECTION 6. Termination of Reporting Obligation. The District’s obligations under this
Disclosure Certificate shall terminate upon the legal defeasance, prior optional prepayment or
payment in full of all of the Certificates. If such termination occurs prior to the final maturity of the
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Certificates, the District shall give notice of such termination in the same manner as for a Listed
Event under Section 5(b).
SECTION 7. Dissemination Agent. The District will serve as the initial Dissemination
Agent hereunder. The District may, from time to time, appoint or engage a different Dissemination
Agent to assist it in carrying out its obligations under this Disclosure Certificate, and may
discharge any such Agent, with or without appointing a successor Dissemination Agent. The
Dissemination Agent shall not be responsible in any manner for the content of any notice or report
prepared by the District pursuant to this Disclosure Certificate.
SECTION 8. Additional Information. Nothing in this Disclosure Certificate shall be
deemed to prevent the District from disseminating any other information, using the means of
dissemination set forth in this Disclosure Certificate or any other means of communication, or
including any other information in any Annual Report or notice of occurrence of a Listed Event, in
addition to that which is required by this Disclosure Certificate. If the District chooses to include
any information in any Annual Report or notice of occurrence of a Listed Event in addition to that
which is specifically required by this Disclosure Certificate, the District shall have no obligation
under this Certificate to update such information or include it in any future Annual Report or notice
of occurrence of a Listed Event.
SECTION 9. Default. In the event of a failure of the District or the Dissemination Agent
to comply with any provision of this Disclosure Certificate, the sole legal remedy of any Holder or
Beneficial Owner of the Certificates or the Participating Underwriter shall be an action to compel
performance. A default under this Disclosure Certificate shall not be deemed an Event of Default
under the Trust Agreement.
No Certificate holder or Beneficial Owner may institute such action, suit or proceeding to
compel performance unless they shall have first delivered to the District satisfactory written
evidence of their status as such, and a written notice of and request to cure such failure, and the
District shall have refused to comply therewith within a reasonable time.
SECTION 10. Duties, Immunities and Liabilities of Dissemination Agent. The
Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure
Certificate, and the District agrees, to the extent permitted by law, to indemnify and save the
Dissemination Agent, its officers, directors, employees and agents, harmless against any loss,
suit, claim, cost, damages, judgment, expense and liabilities which it may incur arising out of or
in the exercise or performance of its powers and duties hereunder, including the costs and
expenses (including attorneys’ fees and expenses) of defending against any claim of liability, but
excluding liabilities due to the Dissemination Agent’s negligence or willful misconduct. The
obligations of the District under this Section shall survive resignation or removal of the
Dissemination Agent and payment of the Certificates. The Dissemination Agent shall be afforded
the same rights, protections and immunities hereunder afforded to it as Trustee under the Trust
Agreement.
It is understood and agreed that any information that the Dissemination Agent may be
instructed to file with the MSRB shall be prepared and provided to it by the District. The
Dissemination Agent has undertaken no responsibility with respect to any reports, notices or
disclosures provided to it under this Disclosure Certificate, and has no liability to any person,
including any holder of Certificates, with respect to any such reports, notices or disclosures. The
fact that the Dissemination Agent or any affiliate thereof may have any fiduciary or banking
relationship with the District shall not be construed to mean that the Dissemination Agent has
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actual knowledge of any event or condition except as may be provided by written notice from the
District.
SECTION 11. Amendment; Waiver. Notwithstanding any other provision of this
Disclosure Certificate, the District may amend this Disclosure Certificate, and any provision of this
Disclosure Certificate may be waived, provided that, in the opinion of nationally recognized bond
counsel, such amendment or waiver is permitted by the Rule. In the event of any amendment or
waiver of a provision of this Disclosure Certificate, the District shall describe such amendment in
the same manner as for a Listed Event under Section 5(b). The District shall obtain the consent
of the Dissemination Agent for any amendment of the Disclosure Certificate that affects the duties,
rights, protections or obligations of the Dissemination Agent.
SECTION 12. Transmission of Notices, Documents and Information.
(a) Unless otherwise required by the MSRB, all notices, documents and information
provided to the MSRB shall be provided to the MSRB’s Electronic Municipal Markets Access
(EMMA) system, the current Internet Web address of which is www.emma.msrb.org.
(b) All notices, documents and information provided to the MSRB shall be provided in
an electronic format as prescribed by the MSRB and shall be accompanied by identifying
information as prescribed by the MSRB.
SECTION 13. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of
the District, the Dissemination Agent, the Participating Underwriter and Holders and Beneficial
Owners from time to time of the Certificates, and shall create no rights in any other person or
entity.
SECTION 14. Governing Law. The provisions of this Disclosure Certificate shall be
governed by and construed in accordance with the laws of the State of California.
Dated: _________, 2025
SOUTH TAHOE PUBLIC UTILITY DISTRICT
By
Authorized Representative
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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:
• 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
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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
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WE, THE UNDERSIGNED, do hereby certify that the above and foregoing
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
of December, 2024, by the following vote:
AYES:
NOES:
ABSENT:
Shane Romsos, Board Vice-President
South Tahoe Public Utility District
ATTEST:
Melonie Guttry, Clerk of the Board
Resolution No. 3288-24
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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
BOARD AGENDA ITEM 7d
TO: Board of Directors
FROM: Andrea Salazar, Chief Financial Officer
MEETING DATE: December 5, 2024
ITEM – PROJECT NAME: Water Certificates of Participation (COP)
REQUESTED BOARD ACTION: Approve Resolution No. 3289-24, a resolution of the Board
of Directors of the South Tahoe Public Utility District authorizing the execution, delivery
and sale of Water Revenue Certificates of Participation to finance capital improvement
projects and approving related documents and actions not to exceed $16 Million
maximum principal amount.
DISCUSSION: South Tahoe Public Utility District (STPUD) has identified the need for
obtaining tax-exempt financing, specifically COPs for several Water projects which do
not qualify for State Revolving Fund Loans (specific projects identified on Resolution
3273-24 adopted April 18, 2024). Staff has been working with California Special Districts
Associates (CSDA) Financing Group, Oppenheimer (Underwriter), Bartle Wells (Financial
Advisor) and Jones Hall (Bond Counsel) in preparation of these borrowings.
The attached Resolution approves the documents described below.
Installment Sale Agreement. STPUD has entered into an Installment Sale Agreement with
CSDA Finance Corporation, consisting of a pledge of net water system revenues;
covenants to maintain water system rate and charges to provide debt service
coverage on the Certificates; and limitations on issuing future water system debt. The
attached agreement is in substantially final form, with only final pricing details needing
completion.
Trust Agreement. STPUD, along with CSDA Finance Corporation and U.B. Bank Trust
Company, National Association has entered into a Trust Agreement in which US. Bank
Trust Company will act as the trustee who is responsible for managing the financial and
administrative aspects of the COP arrangement to ensure compliance with the terms of
the financing agreement and protection of the interests of the investors. The attached
agreement is in substantially final form, with only final pricing details needing
completion.
General Manager
Paul Hughes
Directors
Nick Haven
Shane Romsos
David Peterson
Kelly Sheehan
Nick Exline
Andrea Salazar
Page 2
December 5, 2024
Certificate Purchase Agreement. The Certificates are to be sold to the underwriter on
the closing date under a Certificate Purchase Agreement between the District and
Oppenheimer & Co. Inc., as underwriter. This agreement will set forth the final interest
rates and other terms of the Certificates and the terms under which the underwriter will
purchase them. The attached is in substantially final form, with only final pricing details
needing completion.
Preliminary Official Statement. The Preliminary Official Statement, which serves as an
initial disclosure document provided to potential investors during the offering of these
securities which include the purpose of financing, project descriptions, repayment
structure, legal and financial information risk factors and draft terms and conditions.
The Resolution approves the Preliminary Official Statement in substantially final form,
with only final pricing details needing completion, and authorizes the underwriter to
distribute the Preliminary Official Statement to potential investors. Following the pricing
of the Certificates, the Official Statement will be revised and finalized to include final
pricing information.
The Official Statement is the disclosure document required under federal securities laws
to be complete and not misleading in all material respects, and to contain all
information regarding the bonds, the District and the water system that a reasonable
investor would view as material. The Preliminary Official Statement has been reviewed
and approved for transmittal to the Board by staff and the District’s team of consultants
but is being submitted to the Board for review and approval. Approval of the
Resolution will authorize a staff member to execute a certificate to the effect that the
Preliminary Official Statement has been “deemed final,” which the underwriter is
required to have before offering to investors, but also to make any changes to the
document to ensure that it is materially accurate and complete.
District staff recommends approval of Resolution No. 3289-24.
SCHEDULE: Anticipated closing date and receipt of funds - January 31, 2025
COSTS: N/A
ACCOUNT NO: N/A
BUDGETED AMOUNT AVAILABLE: N/A
ATTACHMENTS: Installment Sale Agreement, Trust Agreement, Certificate Purchase
Agreement, Preliminary Official Statement
___________________________________________________________________________________
CONCURRENCE WITH REQUESTED ACTION: CATEGORY: Water
GENERAL MANAGER: YES NO
CHIEF FINANCIAL OFFICER: YES NO
Type text here
29072-48 10/31/2024
11/26/2024
INSTALLMENT SALE AGREEMENT
by and between
SOUTH TAHOE PUBLIC UTILITY DISTRICT
and
CSDA FINANCE CORPORATION
Dated as of January 1, 2025
Relating to
$______________
South Tahoe Public Utility District
2025 Water Revenue Certificates of Participation
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TABLE OF CONTENTS
ARTICLE I
Definitions ; Rules of Interpretation
SECTION 1.1. Definitions ................................................................................................ 3
SECTION 1.2. Interpretation ........................................................................................... 3
ARTICLE II
Representations, Covenants and Warranties
SECTION 2.1. Representations, Covenants and Warranties of the District ................... 3
SECTION 2.2. Representations, Covenants and Warranties of Corporation .................. 5
ARTICLE III
Execution and Delivery of Certificates;
Application of Proceeds
SECTION 3.1. The Certificates. ...................................................................................... 7
SECTION 3.2. Deposit and Application of Funds. .......................................................... 7
SECTION 3.3. Acquisition and Construction of the Project. ........................................... 7
SECTION 3.4. Appointment of District as Agent ............................................................. 7
SECTION 3.5. Plans and Specifications ......................................................................... 7
SECTION 3.6. Certificate of Project Completion ............................................................. 8
ARTICLE IV
Sale of Project
Installment Payments
SECTION 4.1. Sale ......................................................................................................... 8
SECTION 4.2. Term ........................................................................................................ 8
SECTION 4.3. Title ......................................................................................................... 8
SECTION 4.4. Installment Payments .............................................................................. 8
SECTION 4.5. Pledge and Application of Net Revenues ................................................ 9
SECTION 4.6. Special Obligation of the District; Obligations Absolute .......................... 11
SECTION 4.7. Additional Payments ................................................................................ 11
ARTICLE V
Covenants of the District
SECTION 5.1. Disclaimer of Warranties ......................................................................... 12
SECTION 5.2. Release and Indemnification Covenants ................................................. 12
SECTION 5.3. Sale or Eminent Domain of Water System .............................................. 13
SECTION 5.4. Insurance ................................................................................................ 13
SECTION 5.5. Records and Accounts. ........................................................................... 14
SECTION 5.6. Rates and Charges ................................................................................. 14
SECTION 5.7. Issuance of Parity Obligations ................................................................. 15
SECTION 5.8. Superior and Subordinate Obligations .................................................... 15
SECTION 5.9. Operation of Water System in Efficient and Economical Manner ........... 16
SECTION 5.10. Assignment and Amendment Hereof .................................................... 16
SECTION 5.11. Compliance with Parity Obligation Documents ..................................... 16
SECTION 5.12. Rate Stabilization Fund ......................................................................... 16
ARTICLE VI
Events of Default
SECTION 6.1. Events of Default Defined ........................................................................ 17
SECTION 6.2. Remedies on Default ............................................................................... 17
SECTION 6.3. No Remedy Exclusive ............................................................................. 18
SECTION 6.4. Agreement to Pay Attorneys’ Fees and Expenses .................................. 18
SECTION 6.5. No Additional Waiver Implied by One Waiver ......................................... 19
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SECTION 6.6. Trustee, Certificate Insurer and Certificate Owners to Exercise
Rights ............................................................................................... 19
ARTICLE VII
Prepayment of Installment Payments
SECTION 7.1. Security Deposit ...................................................................................... 19
SECTION 7.2. Optional Prepayment ............................................................................... 20
SECTION 7.3. Credit for Amounts on Deposit ................................................................ 20
ARTICLE VIII
Miscellaneous
SECTION 8.1. Further Assurances ................................................................................. 20
SECTION 8.2. Notices .................................................................................................... 20
SECTION 8.3. Governing Law ........................................................................................ 21
SECTION 8.4. Binding Effect .......................................................................................... 21
SECTION 8.5. Severability of Invalid Provisions ............................................................. 21
SECTION 8.6. [Reserved] ............................................................................................... 21
SECTION 8.7. Payment on Non-Business Days ............................................................. 21
SECTION 8.8. Execution of Counterparts ....................................................................... 22
SECTION 8.9. Waiver of Personal Liability ..................................................................... 22
SECTION 8.10. Trustee and Certificate Insurer as Third Party Beneficiaries ................. 22
APPENDIX A Description of the Project
APPENDIX B Schedule of Installment Payments
INSTALLMENT SALE AGREEMENT
This INSTALLMENT SALE AGREEMENT (this “Agreement”), dated as of January 1,
2025, is between the SOUTH TAHOE PUBLIC UTILITY DISTRICT, a public utility district duly
organized and existing under the Constitution and laws of the State of California, including
particularly Division 7 of the California Public Utilities Code (the “District”), as purchaser,
and the CSDA FINANCE CORPORATION, a nonprofit public benefit corporation organized
and existing under the laws of the State of California (the “Corporation”), as seller.
BACKGROUND:
1. The District owns and operates a public enterprise for the supply, storage and
distribution of domestic water within its service area (the “Water System”).
2. The District is proceeding to finance certain capital improvement projects for
the Water System known as ______________________, as specified in more detail in
Appendix A hereto (collectively, the “Project”).
3. The Corporation has been formed for the purpose of assisting public agencies
such as the District in the financing of public capital improvements, and in order to provide
funds to finance the Project, the Corporation has proposed to enter into this Agreement
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”).
4. The Installment Payments will be payable from and secured by a pledge of
and lien on the net revenues received by the District from the Water System, on a parity
basis with the payments of debt service on outstanding Parity Obligations of the District
(as defined in the Trust Agreement).
5. For the purpose of obtaining the moneys required to finance the Project in
accordance with the terms of this Agreement, the Corporation, the District and U.S. Bank
Trust Company, National Association, as trustee (the “Trustee”), have entered into a Trust
Agreement dated as of January 1, 2025 (the “Trust Agreement”), under which the
Corporation has assigned and transferred certain of its rights under this Agreement to the
Trustee, and the Trustee has executed and delivered the Certificates (as defined in the
Trust Agreement), evidencing direct, undivided fractional interests in the Installment
Payments, the proceeds of which will be applied to finance the Project as provided herein
and in the Trust Agreement.
6. Payment of principal and interest represented by the Certificates is insured by
a Municipal Bond Insurance Policy (the “Certificate Insurance Policy”) issued by
___________________ (the “Certificate Insurer”), and the Certificate Insurer is issuing a
Municipal Bond Debt Service Reserve Insurance Policy (the “Reserve Policy”) to be
credited to the Reserve Fund (defined in the Trust Agreement).
AGREEMENT:
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In consideration of the above premises and of the mutual covenants hereinafter
contained and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:
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ARTICLE I
DEFINITIONS; RULES OF INTERPRETATION
SECTION 1.1. Definitions. Unless the context clearly otherwise requires or unless
otherwise defined herein, the capitalized terms used in this Agreement have the respective
meanings given them in Appendix A attached to the Trust Agreement.
SECTION 1.2. Interpretation.
(a) Unless the context otherwise indicates, words expressed in the singular
include the plural and vice versa and the use of the neuter, masculine, or feminine gender
is for convenience only and includes the neuter, masculine or feminine gender, as
appropriate.
(b) Headings of articles and sections herein and the table of contents hereof are
solely for convenience of reference, do not constitute a part hereof and do not affect the
meaning, construction or effect hereof.
(c) All references herein to “Articles,” “Sections” and other subdivisions are to
the corresponding Articles, Sections or subdivisions of this Agreement; the words “herein,”
“hereof,” “hereby,” “hereunder” and other words of similar import refer to this Agreement
as a whole and not to any particular Article, Section or subdivision hereof.
ARTICLE II
REPRESENTATIONS, COVENANTS AND
WARRANTIES
SECTION 2.1. Representations, Covenants and Warranties of the District. The
District represents, covenants and warrants to the Corporation and the Certificate Insurer
as follows:
(a) Due Organization and Existence. The District is a public utility district
duly organized and existing under the Constitution and laws of the
State of California, including particularly Division 7 of the California
Public Utilities Code, has full legal right, power and authority under
said laws to enter into this Agreement and the Trust Agreement and
to carry out and consummate all transactions contemplated hereby
and thereby, and by proper action the Board of Directors of the District
has duly authorized the execution and delivery of this Agreement and
the Trust Agreement.
(b) Due Execution. The representatives of the District executing this
Agreement and the Trust Agreement are fully authorized to execute
the same.
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(c) Valid, Binding and Enforceable Obligations. This Agreement and the
Trust Agreement have been duly authorized, executed and delivered
by the District and constitute the legal, valid and binding agreements
of the District enforceable against the District in accordance with their
respective terms; except as the enforceability thereof may be subject
to bankruptcy, insolvency, reorganization, moratorium and other
similar laws affecting creditors’ rights heretofore or hereafter enacted
and except as such enforceability may be subject to the exercise of
judicial discretion in accordance with principles of equity.
(d) No Conflicts. The execution and delivery of this Agreement and the
Trust Agreement, the consummation of the transactions herein and
therein contemplated and the fulfillment of or compliance with the
terms and conditions hereof and thereof, do not and will not conflict
with or constitute a violation or breach of or default (with due notice
or the passage of time or both) under any applicable law or
administrative rule or regulation, or any applicable court or
administrative decree or order, or any indenture, mortgage, deed of
trust, lease, contract or other agreement or instrument to which the
District is a party or by which it or its properties are otherwise subject
or bound, or result in the creation or imposition of any prohibited lien,
charge or encumbrance of any nature whatsoever upon any of the
property or assets of the District, which conflict, violation, breach,
default, lien, charge or encumbrance would have consequences that
would materially adversely affect the consummation of the
transactions contemplated by this Agreement or the Trust Agreement
or the financial condition, assets, properties or operations of the
District, including but not limited to the performance of the District’s
obligations under this Agreement and the Trust Agreement.
(e) Consents and Approvals. No consent or approval of any trustee or
holder of any indebtedness of the District or of the voters of the
District, and no consent, permission, authorization, order or license
of, or filing or registration with, any governmental authority is
necessary in connection with the execution and delivery of this
Agreement or the Trust Agreement, or the consummation of any
transaction herein or therein contemplated, except as have been
obtained or made and as are in full force and effect.
(f) No Litigation. There is no action, suit, proceeding, inquiry or
investigation before or by any court or federal, state, municipal or
other governmental authority pending or, to the knowledge of the
District after reasonable investigation, threatened against or affecting
the District or the assets, properties or operations of the District
which, if determined adversely to the District or its interests, would
have a material and adverse effect upon the consummation of the
transactions contemplated by or the validity of this Agreement or the
Trust Agreement, or upon the financial condition, assets, properties
or operations of the District, and the District is not in default with
respect to any order or decree of any court or any order, regulation
or demand of any federal, state, municipal or other governmental
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authority, which default might have consequences that would
materially adversely affect the consummation of the transactions
contemplated by this Agreement or the Trust Agreement, or the
financial conditions, assets, properties or operations of the District,
including but not limited to the payment and performance of the
District’s obligations under this Agreement and the Trust Agreement.
(g) No Senior Obligations. The District has not issued or incurred any
obligations which are currently outstanding that are secured by a
pledge of the Gross Revenues or the Net Revenues on a basis that
is senior to the pledge of the Net Revenues to the Installment
Payments hereunder.
SECTION 2.2. Representations, Covenants and Warranties of the Corporation. The
Corporation represents, covenants and warrants to the District and the Certificate Insurer
as follows:
(a) Due Organization and Existence. The Corporation is a nonprofit
public benefit corporation organized and existing under the laws of
the State of California, and has power to enter into this Agreement
and the Trust Agreement and to perform the duties and obligations
imposed on it hereunder and thereunder. The Board of Directors of
the Corporation has duly authorized the execution and delivery of this
Agreement and the Trust Agreement.
(b) Due Execution. The representatives of the Corporation executing this
Agreement and the Trust Agreement are fully authorized to execute
the same.
(c) Valid, Binding and Enforceable Obligations. This Agreement and the
Trust Agreement have been duly authorized, executed and delivered
by the Corporation and constitute the legal, valid and binding
agreements of the Corporation, enforceable against the Corporation
in accordance with their respective terms; except as the enforceability
thereof may be subject to bankruptcy, insolvency, reorganization,
moratorium and other similar laws affecting creditors’ rights
heretofore or hereafter enacted and except as such enforceability
may be subject to the exercise of judicial discretion in accordance
with principles of equity.
(d) No Conflicts. The execution and delivery hereof and of the Trust
Agreement, the consummation of the transactions herein and therein
contemplated and the fulfillment of or compliance with the terms and
conditions hereof and thereof, do not and will not conflict with or
constitute a violation or breach of or default (with due notice or the
passage of time or both) under any applicable law or administrative
rule or regulation, or any applicable court or administrative decree or
order, or any indenture, mortgage, deed of trust, lease, contract or
other agreement or instrument to which the Corporation is a party or
by which it or its properties are otherwise subject or bound, or result
in the creation or imposition of any prohibited lien, charge or
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encumbrance of any nature whatsoever upon any of the property or
assets of the Corporation, which conflict, violation, breach, default,
lien, charge or encumbrance would have consequences that would
materially adversely affect the consummation of the transactions
contemplated hereby or by the Trust Agreement or the financial
condition, assets, properties or operations of the Corporation,
including but not limited to the performance of the Corporation’s
obligations under this Agreement and the Trust Agreement.
(e) Consents and Approvals. No consent or approval of any trustee or
holder of any indebtedness of the Corporation, and no consent,
permission, authorization, order or license of, or filing or registration
with, any governmental authority is necessary in connection with the
execution and delivery hereof or of the Trust Agreement, or the
consummation of any transaction herein or therein contemplated,
except as have been obtained or made and as are in full force and
effect.
(f) No Litigation. There is no action, suit, proceeding, inquiry or
investigation before or by any court or federal, state, municipal or
other governmental authority pending or, to the knowledge of the
Corporation after reasonable investigation, threatened against or
affecting the Corporation or the assets, properties or operations of
the Corporation which, if determined adversely to the Corporation or
its interests, would have a material and adverse effect upon the
consummation of the transactions contemplated by or the validity of
this Agreement or the Trust Agreement, or upon the financial
condition, assets, properties or operations of the Corporation, and the
Corporation is not in default with respect to any order or decree of
any court or any order, regulation or demand of any federal, state,
municipal or other governmental authority, which default might have
consequences that would materially adversely affect the
consummation of the transactions contemplated by this Agreement
or the Trust Agreement or the financial conditions, assets, properties
or operations of the Corporation, including but not limited to the
performance of the Corporation’s obligations hereunder and under
the Trust Agreement.
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ARTICLE III
EXECUTION AND DELIVERY OF CERTIFICATES; APPLICATION
OF PROCEEDS; ACQUISITION AND CONSTRUCTION OF
PROJECTS
SECTION 3.1. The Certificates. The Corporation shall cause the Certificates to be
executed and delivered under the Trust Agreement in the aggregate principal amount of
$________________. The District hereby approves the Trust Agreement, the assignment
thereunder to the Trustee of certain rights of the Corporation, and the execution and
delivery of the Certificates.
SECTION 3.2. Deposit and Application of Funds. The Trustee shall deposit the
proceeds received by it from the sale of the Certificates to the Original Purchaser in the
respective funds and accounts, and in the respective amounts, as set forth in Section 3.01
of the Trust Agreement.
SECTION 3.3. Acquisition and Construction of the Project. The Corporation hereby
agrees with due diligence to supervise and provide for, or cause to be supervised and
provided for, the Acquisition and Construction of the Project in accordance with the plans
and specifications, purchase orders, construction contracts and other documents relating
thereto and approved by the District. All contracts for, and all work relating to, the
Acquisition and Construction of the Project are subject to all applicable provisions of law
relating to the acquisition and construction of public works by the District. The Corporation
expects that the Acquisition and Construction of the Project will be completed on or before
______________ 20__. If the Corporation fails to complete the Project by that date, such
failure will not constitute an Event of Default hereunder or a grounds for termination hereof,
nor shall will failure result in the diminution, abatement or extinguishment of the obligations
of the District hereunder to pay the Installment Payments when due hereunder.
SECTION 3.4. Appointment of District as Agent. The Corporation hereby appoints
the District as its agent to carry out all phases of the Acquisition and Construction of the
Project under and in accordance with the provisions hereof. The District hereby accepts
such appointment and assumes all rights, liabilities, duties and responsibilities of the
Corporation regarding the Acquisition and Construction of the Project. The District, as
agent of the Corporation hereunder, shall enter into, administer and enforce all purchase
orders or other contracts relating to the Acquisition and Construction of the Project. The
District shall pay the Project Costs from amounts held by it in the accounts within the
Construction Fund or other District funds in accordance with the provisions of this
Agreement and the provisions of the Trust Agreement.
SECTION 3.5. Plans and Specifications. The District has the right to specify the
exact scope, nature and identification of the Project and the respective components
thereof. Before any payment is made for the Project or any component thereof from
amounts on deposit in the accounts within the Construction Fund, the District must prepare
detailed plans and specifications relating thereto. The District may from time to time
amend any such plans and specifications, and may thereby change or modify the
description of the Project or any component thereof.
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SECTION 3.6. Certificate of Project Completion. Upon the completion of the
Acquisition and Construction of the Project, but in any event not later than 30 days
following such completion, the District Representative shall execute and deliver to the
Corporation and the Trustee a written certificate of the District Representative which (a)
states that the Acquisition and Construction of the Project have been substantially
completed, (b) identifies the total Project Costs thereof, and (c) identifies the amounts, if
any, to be reserved in the accounts within the Construction Fund for payment of future
Project Costs.
ARTICLE IV
SALE OF PROJECT; INSTALLMENT PAYMENTS
SECTION 4.1. Sale. The Corporation hereby sells the Project to the District, and
the District hereby purchases the Project from the Corporation, upon the terms and
conditions set forth in this Agreement.
SECTION 4.2. Term. The Term of this Agreement commences on the Closing Date,
and ends on August 1, 20__, or such later or earlier date on which the Certificates cease
to be Outstanding under and within the meaning of the Trust Agreement.
SECTION 4.3. Title. Title to the Project, and each component thereof, shall be
deemed conveyed to and vested in the District immediately following the completion of the
Project as evidenced in accordance with Section 3.7. The Corporation and the District
shall execute, deliver and cause to be recorded any and all documents reasonably
required by the District to consummate such transfers of title.
SECTION 4.4. Installment Payments.
(a) Purchase Price of Project. The District hereby agrees to pay to the
Corporation, as the purchase price of the Project hereunder, the aggregate principal
amount of $_____________, together with interest (calculated on the basis of a 360-day
year of twelve 30-day months) on the unpaid principal balance thereof, payable in
semiannual Installment Payments in the respective amounts and on the respective
Interest Payment Dates specified in Appendix B hereto.
(b) Payment Provisions. The District shall deposit the Installment Payments with
the Trustee, as assignee of the Corporation under the Trust Agreement, on the Installment
Payment Date preceding each Interest Payment Date, in an amount which, together with
amounts then held by the Trustee in the Installment Payment Fund, is equal to the full
amount of the Installment Payment coming due and payable on that Interest Payment
Date. The Installment Payments will be secured by and payable solely from the sources
specified in Section 4.5.
(c) Effect of Prepayment. If the District prepays all remaining Installment
Payments in full under Sections 7.2 or 7.3, the District’s obligations under this Agreement
shall thereupon cease and terminate, including but not limited to the District’s obligation
to pay Installment Payments under this Section 4.4; except that the District’s obligations
to compensate and indemnify the Trustee under Sections 4.7 and 5.2 shall survive such
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prepayment. If the District prepays the Installment Payments in part but not in whole under
Sections 7.2 or 7.3, the principal component of each succeeding Installment Payment will
be reduced as provided in such Sections, and the interest component of each remaining
Installment Payment will be reduced by the aggregate corresponding amount of interest
which would otherwise be payable with respect to the Certificates thereby prepaid under
the applicable provisions of Section 4.01 of the Trust Agreement.
(d) Rate on Overdue Payments. If the District fails to make any of the payments
required in this Section 4.4 or Section 4.7, the payment in default shall continue as an
obligation of the District until the amount in default has been fully paid, and the District
agrees to pay the same with interest thereon, from the date of default to the date of
payment, at the Overdue Rate.
(e) Assignment. The District understands and agrees that certain rights of the
Corporation, including but not limited to the right of the Corporation to receive payment of
the Installment Payments, have been assigned by the Corporation to the Trustee in trust
under the Trust Agreement, for the benefit of the Owners of the Certificates, and the
District hereby consents to such assignment. The Corporation hereby directs the District,
and the District hereby agrees, to pay to the Trustee at its Trust Office, all payments
payable by the District under this Section 4.4 and all amounts payable by the District under
Article VII.
SECTION 4.5. Pledge and Application of Net Revenues.
(a) Pledge and Assignment of Net Revenues. All of the Net Revenues, and all
moneys on deposit in any of the funds and accounts established and held by the Trustee
under the Trust Agreement, are hereby irrevocably pledged to the punctual payment of
the Installment Payments. Such pledge constitutes a lien on and security interest in the
Net Revenues and such other moneys for the payment of the Installment Payments in
accordance with the terms hereof. Such pledge and lien on, and security interest in, the
Net Revenues shall be on a parity with the pledge, lien and security interest which secures
any Parity Obligations.
(b) Receipt, Deposit and Application of Gross Revenues and Net Revenues.
(i) Water Fund; Gross Revenues. The District has previously established
the Water Fund, which it will continue to hold and maintain for the purposes and
uses set forth herein. The District shall deposit all Gross Revenues in the Water
Fund promptly upon the receipt thereof, and shall apply amounts in the Water Fund
solely for the uses and purposes set forth herein and purposes set forth in the
Parity Obligation Documents.
(ii) Payments from Net Revenues. In addition to withdrawals required to
pay principal of and interest on the outstanding Parity Obligations when due, the
District shall withdraw amounts on deposit in the Water Fund and apply such
amounts at the times and for the purposes, and in the priority, as follows:
(A) Payment of Installment Payments and Parity Obligations.
On or before each Installment Payment Date, the District
shall withdraw from the Water Fund and transfer to the
Trustee for deposit in the Installment Payment Fund an
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amount of Net Revenues which, together with the balance
then on deposit in the Installment Payment Fund, is equal to
the aggregate amount of the Installment Payment coming
due and payable on the next succeeding Interest Payment
Date. In addition, the District shall withdraw from the Water
Fund and pay the principal of and interest on any Parity
Obligations from Net Revenues, without preference or
priority among the Installment Payments and Parity
Obligations. If the amount of Net Revenues on deposit in
the Water Fund is at any time insufficient to enable the
District to pay when due the Installment Payments and the
principal of and interest on the Parity Obligations, such
payments shall be made on a pro rata basis.
(B) Reserve Fund Deposits and Transfers. Promptly upon
receipt by the District of knowledge that the amount on
deposit in the Reserve Fund is below the Reserve
Requirement or any reserve fund established for any Parity
Obligation has fallen below the amount required to be on
deposit therein (or that there is an amount due to any
provider of an insurance policy on deposit in any reserve
fund), the District shall promptly (I) withdraw such amount
due from available Net Revenues on deposit in the Water
Fund, and (II) transfer such amount for deposit in the
Reserve Fund or such Parity Obligations reserve fund (or to
the provider of such insurance policy). If the amount of Net
Revenues on deposit in the Water Fund is any time
insufficient to enable the District to pay when due all
amounts required by this subsection (B), such payments
shall be made on a pro rata basis.
(iii) Other Permitted Uses of Net Revenues. The District shall manage,
conserve and apply moneys in the Water Fund in such a manner that all deposits
required to be made under this Section and under the Parity Obligation Documents
will be made at the times and in the amounts so required. Subject to the foregoing
sentence, so long as no Event of Default has occurred and is continuing, the
District may at any time use and apply moneys in the Water Fund for any one or
more of the following purposes:
(A) the payment of the Operation and Maintenance Costs of the
Water System,
(B) the acquisition and construction of extensions and
betterments to the Water System;
(C) the prepayment of any of the Certificates or redemption of
any Parity Obligations that are then subject to redemption
or the purchase thereof from time to time in the open market,
at prices and in such manner, either at public or private sale,
or otherwise, as the District in its discretion may determine;
or
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(D) any other lawful purpose of the District relating to the Water
System.
SECTION 4.6. Special Obligation of the District; Obligations Absolute. The District’s
obligation to pay the Installment Payments and any other amounts coming due and
payable hereunder are a special obligation of the District limited solely to the Net
Revenues and the other amounts pledged under this Agreement. Under no circumstances
is the District required to advance moneys derived from any source of income other than
the Net Revenues and other sources specifically identified herein for the payment of the
Installment Payments and such other amounts, nor are any other funds or property of the
District be liable for the payment of the Installment Payments and any other amounts
coming due and payable hereunder.
The obligations of the District to make the Installment Payments from the Net
Revenues and to perform and observe the other agreements contained herein are
absolute and unconditional and are not subject to any defense or any right of set-off,
counterclaim or recoupment arising out of any breach by the Corporation or the Trustee
of any obligation to the District or otherwise with respect to the Water System, whether
hereunder or otherwise, or out of indebtedness or liability at any time owing to the District
by the Corporation or the Trustee. Until such time as all of the Installment Payments, all
of the Additional Payments and all other amounts coming due and payable hereunder
have been fully paid or prepaid, the District (a) will not suspend or discontinue payment of
any Installment Payments, Additional Payments or such other amounts, (b) will perform
and observe all other agreements contained in this Agreement, and (c) will not terminate
this Agreement for any cause, including, without limiting the generality of the foregoing,
the occurrence of any acts or circumstances that may constitute failure of consideration,
eviction or constructive eviction, destruction of or damage to the Water System, sale of
the Water System, the taking by eminent domain of title to or temporary use of any
component of the Water System, commercial frustration of purpose, any change in the
laws of the United States of America or the State of California or any political subdivision
of either thereof or any failure of the Corporation or the Trustee to perform and observe
any agreement, whether express or implied, or any duty, liability or obligation arising out
of or connected with the Trust Agreement or this Agreement.
Nothing contained in this Section shall release the Corporation from the
performance of any of its agreements contained herein or in the Trust Agreement. If the
Corporation fails to perform any such agreements, the District may institute such action
against the Corporation as the District deems necessary to compel performance so long
as such action does not abrogate the obligations of the District contained in the preceding
paragraph. The District may, however, at the District’s own cost and expense and in the
District’s own name or in the name of the Corporation prosecute or defend any action or
proceeding or take any other action involving third persons which the District deems
reasonably necessary in order to secure or protect the District’s rights hereunder, and in
such event the Corporation will cooperate fully with the District and take such action
necessary to effect the substitution of the District for the Corporation in such action or
proceeding if the District shall so request.
SECTION 4.7. Additional Payments. In addition to the Installment Payments, the
District shall pay when due the following amounts to the following parties:
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(a) to the Corporation, all costs and expenses incurred by the
Corporation to comply with the provisions of this Agreement and the
Trust Agreement; and
(b) to the Trustee upon request therefor, all of its costs and expenses
payable as a result of the performance of and compliance with its
duties hereunder or under the Trust Agreement or any related
documents;
(c) to the Corporation and the Trustee, all amounts required to indemnify
the Corporation and the Trustee under Section 5.2 hereof and under
Section 10.03 of the Trust Agreement; and
(d) all costs and expenses of auditors, engineers and accountants of the
District related to the Project.
(e) all reimbursements of costs to the Certificate Insurer that do not
constitute payment of Installment Payments, and all amounts owed
to the Certificate Insurer in respect of draws on the Reserve Policy.
Subject to the provisions of Section 7.03 of the Trust Agreement, the Additional
Payments shall be payable from, but are not secured by a pledge or lien upon, the Net
Revenues. The rights of the Trustee and the Corporation under this Section, and the
obligations of the District under this Section, shall survive the termination of this
Agreement.
ARTICLE V
COVENANTS OF THE DISTRICT
SECTION 5.1. Disclaimer of Warranties. The Corporation makes no warranty or
representation, either express or implied, as to the value, design, condition,
merchantability or fitness for any particular purpose or fitness for the use contemplated by
the District of the Project or any component thereof, or any other representation or
warranty with respect to any of the Project or any component thereof. In no event shall
the Corporation be liable for incidental, indirect, special or consequential damages, in
connection with or arising out of this Agreement or the Trust Agreement for the existence,
furnishing, functioning or use of the Project.
SECTION 5.2. Release and Indemnification Covenants. The District shall indemnify
the Corporation and the Trustee, and their respective officers, agents, successors and
assigns, against all claims, losses and damages, including legal fees and expenses,
arising out of (a) the use, maintenance, condition or management of, or from any work or
thing done on or about the Water System by the District, (b) any breach or default on the
part of the District in the performance of any of its obligations under this Agreement or the
Trust Agreement, (c) any act or omission of the District or of any of its agents, contractors,
servants, employees or licensees with respect to the Water System, or (d) any act or
omission of any lessee of the District with respect to the Water System. No indemnification
is made under this Section 5.2 or elsewhere in this Agreement for willful misconduct or
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negligence under this Agreement by the Corporation or the Trustee, or their respective
officers, agents, employees, successors or assigns. The provisions of this Section 5.2
shall survive the expiration of the Term of this Agreement.
SECTION 5.3. Sale or Eminent Domain of Water System.
(a) Except as provided herein, the District covenants that the Water System will
not be encumbered, sold, leased, pledged, any charge placed thereon, or otherwise
disposed of, as a whole or substantially as a whole if such encumbrance, sale, lease,
pledge, charge or other disposition would materially impair the ability of the District to pay
the Installment Payments or the principal of or interest on Parity Obligations, or would
materially adversely affect its ability to comply with the terms of this Agreement or the
Parity Obligation Documents.
The District may not enter into any agreement that impairs the operation of the
Water System or any part of it necessary to secure adequate Net Revenues to pay the
Installment Payments and the Parity Obligations, or which otherwise would impair the
rights of the Certificate Owners with respect to the Net Revenues.
If any substantial part of the Water System is sold, the payment therefor must either
(i) be used for the acquisition or construction of improvements and extensions or
replacement facilities of the Water System, or (ii) be applied to prepay the Certificates or
any Parity Obligations in accordance with this Agreement and the Parity Obligation
Documents, respectively.
(b) Any amounts received as awards as a result of the taking of all or any part of
the Water System by the lawful exercise of eminent domain, if and to the extent that such
right can be exercised against such property of the District, must either (i) be used for the
acquisition or construction of improvements and extension of the Water System, or (i) be
applied to prepay the Certificates or any Parity Obligations in accordance with the Trust
Agreement and the Parity Obligation Documents, respectively.
SECTION 5.4. Insurance. The District will at all times maintain with responsible
insurers all such insurance on the Water System as is customarily maintained with respect
to works and properties of like character against accident to, loss of or damage to the
Water System. If any useful part of the Water System is damaged or destroyed, such part
must be restored to usable condition.
All amounts collected from insurance against accident to or destruction of any
portion of the Water System shall be used to repair or rebuild such damaged or destroyed
portion of the Water System, and to the extent not so applied, shall (i) be used for the
acquisition or construction of improvements and extensions or replacement facilities of the
Water System, or (ii) be applied to prepay the Certificates or any Parity Obligations in
accordance with the Trust Agreement and the Parity Obligation Documents, respectively.
The District shall also maintain, with responsible insurers, workers’ compensation
insurance and insurance against public liability and property damage to the extent
reasonably necessary to protect the District, the Trustee and the Owners of the
Certificates.
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SECTION 5.5. Records and Accounts. The District will keep proper books of record
and accounts of the Water System, separate from all other records and accounts, in which
complete and correct entries shall be made of all transactions relating to the Water
System. Said books shall, upon reasonable request, be subject to the inspection of the
Trustee (who shall have no duty to inspect) and the Owners of not less than 10% of the
Outstanding Certificates or their representatives authorized in writing.
The District will cause the books and accounts of the Water System to be audited
annually by an Independent Accountant and will make available for inspection by the
Certificate Owners at the Office of the Trustee, upon reasonable request, a copy of the
report of such Independent Accountant. The District will furnish a copy of such statements,
upon reasonable request, to the Trustee (who shall have no duty to inspect) and any
Certificate Owner.
SECTION 5.6. Rates and Charges.
(a) Covenant Regarding Gross Revenues. The District shall fix, prescribe,
revise and collect rates, fees and charges for the services and facilities furnished by the
Water System during each Fiscal Year that are at least sufficient, when added to property
taxes allocated to the Water System and other revenues estimated to be received by the
District during such Fiscal Year, after making allowances for contingencies and errors in
the estimates, to yield Gross Revenues sufficient to pay the following amounts in the
following order of priority for each Fiscal Year:
(i) all Operation and Maintenance Costs estimated by the District to become
due and payable in such Fiscal Year;
(ii) the principal of and interest on all outstanding Certificates and Parity
Obligations, as they become due and payable during the Fiscal Year, without
preference or priority;
(iii) all amounts, if any, required to restore the balance in the Reserve Fund and
any reserve funds established for any Parity Obligations to their required
levels; and
(iv) all payments, including, but not limited to, payments required to meet any
other obligations of the District that are charges, liens, encumbrances upon,
or which are otherwise payable from, the Gross Revenues or the Net
Revenues during such Fiscal Year.
(b) Covenant Regarding Net Revenues. In addition to the covenant set forth in
the preceding subsection (a), the District shall fix, prescribe, revise and collect rates, fees
and charges for the services and facilities furnished by the Water System during each
Fiscal Year that are sufficient to yield Net Revenues that are at least equal to 120% of the
principal of and interest on all outstanding Certificates and Parity Obligations, as they
become due and payable during the Fiscal Year, without preference or priority.
For purposes of this section, the amount of Net Revenues for a Fiscal Year will be
computed on the basis that (i) any transfers from the Rate Stabilization Fund into the Water
Fund in such Fiscal Year are included in the calculation of Net Revenues, as provided in
Section 5.12, and (ii) any transfers from the Water Fund into the Rate Stabilization Fund
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in such Fiscal Year are deducted from the amount of Net Revenues to the extent such
deposits are made from Revenues received by the District during that Fiscal Year.
However, if the actual collection of Net Revenues based on such rates, fees and
charges is insufficient to yield Net Revenues that meet such requirement, such event shall
not constitute an Event of Default unless it has continued uncured for a period of at least
12 months.
SECTION 5.7. Issuance of Parity Obligations. The District may issue or incur
additional Parity Obligations from time to time in such principal amount as it determines,
subject to the following conditions precedent:
(a) No Event of Default (or no event with respect to which notice has
been given and which, once all notice of grace periods have passed,
would constitute an Event of Default) has occurred and is continuing.
(b) The Net Revenues, calculated in accordance with sound accounting
principles, as shown by the books of the District for the most recent
Fiscal Year for which audited financial statements of the District are
available, or for any more recent consecutive 12 month period
selected by the District, in either case verified by an Independent
Accountant or a Financial Consultant or shown in the audited financial
statements of the District, plus (at the option of the District) any
Additional Revenues, less any transfers made to the Water Fund from
a Rate Stabilization Fund during such consecutive 12 month period,
at least equal 120% of the maximum amount of Debt Service for the
current or any future Fiscal Year on the Bonds, all outstanding Parity
Debt, and the Parity Debt then proposed to be issued. For purposes
of the foregoing calculation, with respect to any Parity Obligation 25%
or more of the principal or other face amount of which matures or
becomes due on the same date or within a 12-month period (with
mandatory sinking fund payments deemed to be payments of
matured principal), that portion of such Parity Obligation which
matures or becomes due on such date or within such 12-month
period shall be treated as if it were to be amortized in substantially
equal annual installments during the term of 20 years from the date
of calculation.
(c) The District shall provide a written certificate to the Trustee certifying
that the conditions set forth in this Section have been satisfied.
SECTION 5.8. Superior and Subordinate Obligations. The District shall not issue
or incur any additional bonds or other obligations having any priority in payment of
principal or interest out of the Gross Revenues or the Net Revenues over the Installment
Payments.
Nothing herein limits or affects the ability of the District to issue or incur (a) Parity
Obligations under Section 5.7, or (b) obligations that are either unsecured or secured by
an interest in the Net Revenues that is junior and subordinate to the pledge of and lien
upon the Net Revenues established hereunder.
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SECTION 5.9. Operation of Water System in Efficient and Economical Manner. The
District covenants and agrees to operate the Water System in an efficient and economical
manner and to operate, maintain and preserve the Water System in good repair and
working order.
SECTION 5.10. Assignment and Amendment Hereof. This Agreement may not be
assigned by the District in whole or in part. This Agreement may be amended by the
District and the Corporation, but only (a) for the purpose of providing for the issuance of
Parity Obligations under Section 5.8, or (b) otherwise under the circumstances and to the
extent permitted under Sections 8.01 or 8.02 of the Trust Agreement.
SECTION 5.11. Compliance with Parity Obligation Documents. The District will
observe and perform all of the covenants, agreements and conditions on its part required
to be observed and performed under the Parity Obligation Documents. The District will
not take or omit to take any action within its control which would, or which if not corrected
with the passage of time would, constitute an event of default under and within the
meaning of any Parity Obligation Documents.
SECTION 5.12. Rate Stabilization Fund. The District may establish a fund to be
held by it and administered in accordance with this Section for the purpose of stabilizing
the rates and charges imposed by the District with respect to the Water System. From
time to time the District may deposit amounts in the Rate Stabilization Fund, from any
source of legally available funds, including but not limited to Net Revenues which are
released from the pledge and lien that secures the Certificates and any Parity Obligations,
as the District may determine. Such deposits for any Fiscal Year may be made until (but
not after) 8 months following the end of such Fiscal Year.
The District may, but is not required to, withdraw from any amounts on deposit in
the Rate Stabilization Fund and deposit such amounts in the Water Fund in any Fiscal
Year for the purpose of paying principle of and interest with respect to the Certificates and
any Parity Obligations coming due and payable in such Fiscal Year; provided that
withdrawal and deposit for any Fiscal Year may be made until (but not after) 8 months
following the end of that Fiscal Year. Amounts so transferred from the Rate Stabilization
Fund to the Water Fund shall constitute Revenues for such Fiscal Year (except as
otherwise provided herein), and shall be applied for the purposes of the Water Fund.
Amounts on deposit in the Rate Stabilization Fund shall not be pledged to or
otherwise secure the Certificates or any Parity Obligations. The District has the right at
any time to withdraw any or all amounts on deposit in the Rate Stabilization Fund and
apply such amounts for any lawful purposes of the District relating to the Water System.
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ARTICLE VI
EVENTS OF DEFAULT
SECTION 6.1. Events of Default Defined. The following events constitute Events
of Default hereunder:
(a) Failure by the District to pay any Installment Payment when due and
payable hereunder.
(b) Failure by the District to pay any Additional Payment when due and
payable hereunder, and the continuation of such failure for a period
of 60 days.
(c) Failure by the District to observe and perform any covenant, condition
or agreement on its part to be observed or performed, other than as
referred to in the preceding clauses (a) or (b), for a period of 60 days
after written notice specifying such failure and requesting that it be
remedied has been given to the District by the Corporation or the
Trustee; provided, however, that if the District notifies the Corporation
and the Trustee that in its reasonable opinion the failure stated in the
notice can be corrected, but not within such 60-day period, such
failure will not constitute an Event of Default if the District commences
to cure such failure within such 60-day period and thereafter diligently
and in good faith cures such failure in a reasonable period of time,
such period of time not to exceed 180 days after the delivery date of
such notice of failure.
(d) The filing by the District of a voluntary petition in bankruptcy, or failure
by the District promptly to lift any execution, garnishment or
attachment, or adjudication of the District as a bankrupt, or
assignment by the District for the benefit of creditors, or the entry by
the District into an agreement of composition with creditors, or the
approval by a court of competent jurisdiction of a petition applicable
to the District in any proceedings instituted under the provisions of
the Federal Bankruptcy Code, as amended, or under any similar acts
which may hereafter be enacted.
(e) The occurrence of any event which constitutes a default under any
Parity Obligation, it being understood that the Installment Payments
are payable on a parity basis with the payment of the Parity
Obligations for all purposes and at all times, including following an
Event of Default or a default under any Parity Obligation.
SECTION 6.2. Remedies on Default. Whenever any Event of Default has happened
and is continuing, the Trustee as assignee of the Corporation has the right, at its option
and without any further demand or notice, to take any one or more of the following actions:
(a) Acceleration. Declare all principal components of the unpaid
Installment Payments, together with accrued interest thereon at the
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Overdue Rate from the immediately preceding Interest Payment Date
on which payment was made, to be immediately due and payable,
whereupon the same shall immediately become due and payable.
Notwithstanding the foregoing provisions of this subsection (a),
however, if, at any time after the principal components of the unpaid
Installment Payments have been so declared due and payable, and
before any judgment or decree for the payment of the moneys due
has been obtained or entered, the District deposits with the Trustee
a sum sufficient to pay all principal components of the Installment
Payments coming due prior to such declaration and all matured
interest components (if any) of the Installment Payments, with interest
on such overdue principal and interest components calculated at the
Overdue Rate, and the reasonable fees and expenses of the Trustee
(including any fees and expenses of its attorneys), and any and all
other defaults known to the Trustee (other than in the payment of the
principal and interest components of the Installment Payments due
and payable solely by reason of such declaration) have been made
good, then, and in every such case, the Trustee shall rescind and
annul such declaration and its consequences. However, no such
rescission and annulment extends to or affects any subsequent
default, or impairs or exhausts any right or power consequent
thereon. As provided in Section 6.6, the Trustee is required to
exercise the remedies provided herein in accordance with the Trust
Agreement.
(b) Action at Law or in Equity. Take whatever action at law or in equity
may appear necessary or desirable to collect the Installment
Payments then due or thereafter to become due during the Term of
this Agreement, or enforce performance and observance of any
obligation, agreement or covenant of the District under this
Agreement.
(c) Appointment of Receiver. As a matter of right, in connection with the
filing of a suit or other commencement of judicial proceedings to
enforce the rights of the Trustee and the Certificate Owners
hereunder, cause the appointment of a receiver or receivers of the
Gross Revenues and other amounts pledged hereunder, with such
powers as the court making such appointment shall confer.
SECTION 6.3. No Remedy Exclusive. No remedy herein conferred upon or
reserved to the Corporation is intended to be exclusive, and every such remedy shall be
cumulative and shall be in addition to every other remedy given under this Agreement or
now or hereafter existing at law or in equity. No delay or omission to exercise any right or
power accruing upon any default shall impair any such right or power or shall be construed
to be a waiver thereof, but any such right and power may be exercised from time to time
and as often as may be deemed expedient. In order to entitle the Corporation to exercise
any remedy reserved to it in this Article VI, it is not necessary to give any notice, other
than such notice as may be required in this Article VI or by law.
SECTION 6.4. Agreement to Pay Attorneys’ Fees and Expenses. If either party to
this Agreement defaults under any of the provisions hereof and the nondefaulting party,
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the Trustee or the Owner of any Certificates employs attorneys or incurs other expenses
for the collection of moneys or the enforcement or performance or observance of any
obligation or agreement on the part of the defaulting party herein contained, the defaulting
party agrees that it will on demand therefor pay to the nondefaulting party, the Trustee or
such Owner, as the case may be, the reasonable fees of such attorneys and such other
expenses so incurred. The provisions of this Section 6.4 shall survive the expiration of
the Term of this Agreement.
SECTION 6.5. No Additional Waiver Implied by One Waiver. If the District or the
Trustee breaches any agreement contained in this Agreement and thereafter the other
party waives the breach, the waiver shall be limited to the particular breach so waived and
shall not be deemed to waive any other breach hereunder.
SECTION 6.6. Trustee, Certificate Insurer and Certificate Owners to Exercise
Rights. Such rights and remedies as are given to the Corporation under this Article VI
have been assigned by the Corporation to the Trustee under the Trust Agreement, to
which assignment the District hereby consents. Such rights and remedies shall be
exercised by the Trustee, the Certificate Insurer and the Owners of the Certificates as
provided in the Trust Agreement.
ARTICLE VII
PREPAYMENT OF INSTALLMENT PAYMENTS
SECTION 7.1. Security Deposit. Notwithstanding any other provision of this
Agreement, the District may on any date secure the payment of Installment Payments, in
whole or in part, by irrevocably depositing with the Trustee an amount of cash which,
together with other available amounts, is either
(a) sufficient to pay all such Installment Payments, including the principal
and interest components thereof, when due under Section 4.4(a), or
(b) invested in whole or in part in non-callable Federal Securities in such
amount as will, in the opinion of an Independent Certified Public
Accountant, together with interest to accrue thereon and together with
any cash which is so deposited, be fully sufficient to pay all such
Installment Payments when due under Section 4.4(a).
If a security deposit is posted under this Section for the payment of all remaining
Installment Payments, all obligations of the District hereunder, and the pledge of Net
Revenues and all other security provided by this Agreement for said obligations, shall
cease and terminate, excepting only the obligation of the District to make, or cause to be
made, all Installment Payments from such security deposit. Said security deposit shall be
deemed to be and shall constitute a special fund for the payment of such Installment
Payments in accordance with the provisions hereof.
Payments made by the Certificate Insurer under the Certificate Insurance Policy
or the Reserve Policy will not be considered in determining whether the District has paid
and discharged any or all of the Installment Payments under this Section.
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SECTION 7.2. Optional Prepayment. The District is hereby granted an option to
prepay the principal components of the Installment Payments in whole or in part on any
date on or after August 1, 20__. This prepayment option shall be exercised by payment
of a prepayment price equal to the sum of (i) the aggregate principal components of the
Installment Payments to be prepaid, (ii) the interest component of the Installment Payment
required to be paid on or accrued to such date, and (iii) the premium (if any) then required
to be paid upon the corresponding prepayment of the applicable Certificates pursuant to
Section 4.01 of the Trust Agreement. Such prepayment price shall be deposited by the
Trustee in the Installment Payment Fund to be applied to the prepayment of Certificates
pursuant to Section 4.01 of the Trust Agreement. If the District prepays the Installment
Payments in part but not in whole, the principal components thereof shall be prepaid
among such maturities and in such integral multiples of $5,000 as the District designates
in written notice to the Trustee, and if the District fails to designate, by lot, within a maturity.
The District shall give the Trustee written notice of its intention to exercise its option not
less than 30 days in advance of the date of exercise, or such shorter period of time as
may be agreed to by the Trustee.
SECTION 7.3. Credit for Amounts on Deposit. In the event of prepayment of the
Installment Payments in full under Section 7.2, such that the Trust Agreement is
discharged by its terms as a result of such prepayment, and upon payment in full of all
Additional Payments and other amounts then due and payable hereunder, all available
amounts then on deposit in the funds and accounts established under the Trust
Agreement shall be credited towards the amounts then required to be so prepaid.
ARTICLE VIII
MISCELLANEOUS
SECTION 8.1. Further Assurances. The District agrees that it will execute and
deliver any and all such further agreements, instruments, financing statements or other
assurances as may be reasonably necessary or requested by the Corporation, the
Certificate Insurer or the Trustee to carry out the intention or to facilitate the performance
of this Agreement, including, without limitation, to perfect and continue the security
interests herein intended to be created.
SECTION 8.2. Notices. Any notice, request, complaint, demand or other
communication hereunder shall be given by first class mail or personal delivery to the party
entitled thereto at its address set forth below, or by electronic mail or other form of
telecommunication, at its number or electronic mail address set forth below. Notice shall
be effective either (a) upon transmission by electronic mail or other form of
telecommunication, (b) upon actual receipt after deposit in the United States mail, postage
prepaid, or (c) in the case of personal delivery to any person, upon actual receipt. the
District, the Corporation, the Certificate Insurer or the Trustee may, by written notice to the
other parties, from time to time modify the address or number to which communications
are to be given hereunder.
If to the District: South Tahoe Public Utility District
1275 Meadow Crest Drive
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South Lake Tahoe, California 96150-7401
Attention: Chief Financial Officer
Email: info@stpud.us
If to the Corporation: CSDA Finance Corporation
c/o California Special Districts Association
1112 I Street, Suite 200
Sacramento, CA 95814
Attention: Chief Executive Officer
Email: _____________________
If to the Trustee: U.S. Bank Trust Company, National Association
1 California Street, Suite 1000
San Francisco, CA 94111
Attention: Corporate Trust Department
Email: _______________________
If to the Certificate Insurer ________________________
________________________
New York, New York _______
Attention: ________________________
Re: Policy No. ____________
Telephone: ________________________
Telecopier: ________________________
Email: ________________________
SECTION 8.3. Governing Law. This Agreement shall be construed in accordance
with and governed by the laws of the State of California.
SECTION 8.4. Binding Effect. This Agreement inures to the benefit of and shall be
binding upon the Corporation, the District and their respective successors and assigns,
subject, however, to the limitations contained herein.
SECTION 8.5. Severability of Invalid Provisions. If any one or more of the
provisions contained in this Agreement are for any reason held to be invalid, illegal or
unenforceable in any respect, then such provision or provisions shall be deemed
severable from the remaining provisions contained in this Agreement and such invalidity,
illegality or unenforceability shall not affect any other provision of this Agreement, and this
Agreement shall be construed as if such invalid or illegal or unenforceable provision had
never been contained herein. The Corporation and the District each hereby declares that
it would have entered into this Agreement and each and every other Section, paragraph,
sentence, clause or phrase hereof irrespective of the fact that any one or more Sections,
paragraphs, sentences, clauses or phrases of this Agreement may be held illegal, invalid
or unenforceable.
SECTION 8.6. [Reserved].
SECTION 8.7. Payment on Non-Business Days. Whenever any payment is
required to be made by the District hereunder on a day which is not a Business Day, such
payment shall be made on the immediately preceding Business Day.
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SECTION 8.8. Execution of Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall for all purposes be deemed to be an original
and all of which shall together constitute but one and the same instrument.
SECTION 8.9. Waiver of Personal Liability. No member of the Board of Directors,
officer, agent or employee of the District shall be individually or personally liable for the
payment of Installment Payments or Additional Payments or be subject to any personal
liability or accountability by reason of this Agreement; but nothing herein contained shall
relieve any such member of the Board of Directors, officer, agent or employee from the
performance of any official duty provided by law or by this Agreement.
SECTION 8.10. Trustee and Certificate Insurer as Third Party Beneficiaries. The
Trustee and the Certificate Insurer are hereby made third party beneficiaries hereof and
shall be entitled to the benefits of this Agreement with the same force and effect as if the
Trustee and the Certificate Insurer were parties hereto.
Remainder of page intentionally left blank. Signatures on following page.
Installment Sale Agreement
[SIGNATURE PAGE]
IN WITNESS WHEREOF, the Corporation and the District have caused this
Agreement to be executed in their respective names by their duly authorized officers, all
as of the date first above written.
SOUTH TAHOE PUBLIC UTILITY
DISTRICT, as purchaser
By
General Manager
Attest
Secretary
CSDA FINANCE CORPORATION, as seller
By
Chief Executive Officer
Attest
Secretary
A-1
APPENDIX A
DESCRIPTION OF THE PROJECT
The Project consist of the following facilities, equipment and other properties,
together with other capital expenditures approved by the Board of Directors of the District:
_________________
_________________
_________________
_________________
_________________
B-1
APPENDIX B
SCHEDULE OF INSTALLMENT PAYMENTS
Installment
Payment
Date(1)
Principal
Component
Interest
Component
Total
Installment
Payment
B-2
_____________
(1) Installment Payment Dates are the 6th Business Day immediately preceding each Interest Payment Date shown in the table.
29072-48 10/31/2024
11/26/2024
TRUST AGREEMENT
by and among
SOUTH TAHOE PUBLIC UTILITY DISTRICT
CSDA FINANCE CORPORATION
and
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Trustee
Dated as of January 1, 2025
Relating to
$__________________
South Tahoe Public Utility District
2025 Water Revenue Certificates of Participation
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TABLE OF CONTENTS
ARTICLE I
Definitions; Legal Authority; Rules of Interpretation
Section 1.01. Definitions .................................................................................................. 2
Section 1.02. Authorization .............................................................................................. 2
Section 1.03. Interpretation .............................................................................................. 2
ARTICLE II
The Certificates of Participation
Section 2.01. Authorization .............................................................................................. 3
Section 2.02. Calculation of Interest ................................................................................ 3
Section 2.03. Payment ..................................................................................................... 3
Section 2.04. Terms of Certificates .................................................................................. 4
Section 2.05. Fully Registered Form ................................................................................ 4
Section 2.06. Book Entry System ..................................................................................... 4
Section 2.07. Form and Execution of Certificates ............................................................ 6
Section 2.08. Registration Books ..................................................................................... 6
Section 2.09. Transfer and Exchange .............................................................................. 6
Section 2.10. Certificates Mutilated, Lost, Destroyed or Stolen ....................................... 7
Section 2.11. Execution of Documents and Proof of Ownership ..................................... 7
ARTICLE III
Disposition of Proceeds; Construction Fund; Costs of Issuance
Fund
Section 3.01. Application of Proceeds ............................................................................. 8
Section 3.02. Costs of Issuance Fund ............................................................................. 9
Section 3.03. Construction Fund ....................................................................................... 9
ARTICLE IV
Prepayment of Certificates
Section 4.01. Prepayment .............................................................................................. 10
Section 4.02. Selection of Certificates for Prepayment .................................................. 11
Section 4.03. Notice of Prepayment ............................................................................... 11
Section 4.04. Partial Prepayment of Certificates ............................................................ 12
Section 4.05. Effect of Notice of Prepayment ................................................................ 12
Section 4.06. Purchase of Certificates in Lieu of Prepayment ....................................... 12
ARTICLE V
Installment Payments; Installment Payment Fund
Section 5.01. Assignment of Rights in Installment Sale Agreement .............................. 13
Section 5.02. Establishment and Application of Installment Payment Fund .................. 13
Section 5.03. Reserve Fund ........................................................................................... 13
ARTICLE VI
Moneys in Funds; Investment
SECTION 6.01. Held in Trust ............................................................................................ 16
SECTION 6.02. Investments Authorized ........................................................................... 16
SECTION 6.03. Accounting ............................................................................................... 16
SECTION 6.04. Allocation of Earnings .............................................................................. 16
SECTION 6.05. Valuation and Disposition of Investments ................................................ 17
ARTICLE VII
The Trustee
Section 7.01. Appointment of Trustee ............................................................................ 18
Section 7.02. Acceptance of Trusts ............................................................................... 18
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Section 7.03. Fees, Charges and Expenses of Trustee ................................................. 23
Section 7.04. Notice to Certificate Owners of Default .................................................... 23
Section 7.05. Removal of Trustee .................................................................................. 23
Section 7.06. Resignation by Trustee ............................................................................ 23
Section 7.07. Appointment of Successor Trustee .......................................................... 23
Section 7.08. Merger or Consolidation ........................................................................... 24
Section 7.09. Concerning any Successor Trustee ......................................................... 24
Section 7.10. Non-Liability of Trustee ............................................................................ 24
Section 7.11. Nature of Trust Engagement .................................................................... 24
ARTICLE VIII
Modification or Amendment of Agreements
Section 8.01. Amendments Permitted Without Consent of Owners ............................... 25
Section 8.02. Amendments Permitted With Consent of Owners .................................... 25
Section 8.03. Effect of Supplemental Agreement .......................................................... 26
Section 8.04. Endorsement or Replacement of Certificates Delivered
After Amendments ................................................................................... 26
Section 8.05. Amendatory Endorsement of Certificates ................................................ 27
ARTICLE IX
Other Covenants
Section 9.01. Compliance With and Enforcement of Installment Sale Agreement ........ 27
Section 9.02. Observance of Laws and Regulations ..................................................... 27
Section 9.03. Recordation and Filing ............................................................................. 27
Section 9.04. Tax Covenants ......................................................................................... 27
Section 9.05. Continuing Disclosure ............................................................................... 28
Section 9.06. Further Assurances .................................................................................. 28
Section 9.07. Provisions Relating to Certificate Insurance Policy .................................. 28
ARTICLE X
Limitation of Liability
Section 10.01. Limited Liability of District and Corporation ............................................ 29
Section 10.02. No Liability for Trustee Performance ...................................................... 29
Section 10.03. Indemnification of Corporation and Trustee ........................................... 29
Section 10.04. Opinion of Counsel ................................................................................. 30
Section 10.05. Limitation of Rights to Parties and Certificate Owners ........................... 30
ARTICLE XI
Remedies of Certificate Owners
Section 11.01. Assignment of Rights ............................................................................. 30
Section 11.02. Remedies ............................................................................................... 30
Section 11.03. Application of Funds ............................................................................... 30
Section 11.04. Institution of Legal Proceedings ............................................................. 31
Section 11.05. Non-waiver ............................................................................................. 31
Section 11.06. Remedies Not Exclusive ........................................................................ 32
Section 11.07. Power of Trustee to Control Proceedings .............................................. 32
Section 11.08. Limitation on Certificate Owners' Right to Sue ....................................... 32
ARTICLE XII
Miscellaneous
Section 12.01. Discharge of this Trust Agreement ......................................................... 32
Section 12.02. Notices ................................................................................................... 33
Section 12.03. Records .................................................................................................. 34
Section 12.04. Disqualified Certificates .......................................................................... 34
Section 12.05. Payment of Certificates After Discharge ................................................ 34
Section 12.06. Payment on Business Days ................................................................... 35
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Section 12.07. Governing Law ....................................................................................... 35
Section 12.08. Binding Effect; Successors; Benefits Limited to Parties ......................... 35
Section 12.09. Execution in Counterparts ...................................................................... 35
Section 12.10. Delivery of Cancelled Certificates .......................................................... 35
Section 12.11. Corporation and District Representatives .............................................. 35
Section 12.12. Waiver of Notice ..................................................................................... 35
Section 12.13. Severability of Invalid Provisions ............................................................ 36
Section 12.14. Certificate Insurer as Third-Party Beneficiary ........................................ 36
APPENDIX A Defined Terms
APPENDIX B Form of Certificate of Participation
APPENDIX C Form of Requisition from Construction Fund
APPENDIX D Outstanding Parity Obligations
APPENDIX E Provisions Relating to the Certificate Insurance Policy
APPENDIX F Provisions Relating to the Reserve Policy
TRUST AGREEMENT
This TRUST AGREEMENT (this “Trust Agreement”), dated as of January 1, 2025, is
among the SOUTH TAHOE PUBLIC UTILITY DISTRICT, a public utility district duly organized and
existing under the Constitution and laws of the State of California, including particularly Division
7 of the California Public Utilities Code (the “District”), the CSDA FINANCE CORPORATION, a
nonprofit public benefit corporation organized and existing under the laws of the State of
California (the “Corporation”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a
national banking association organized and existing under the laws of the United States of
America, with a corporate trust office in San Francisco, California, and being qualified to accept
and administer the trusts hereby created (the “Trustee”).
BACKGROUND:
1. The District owns and operates a public enterprise for the supply, storage and
distribution of domestic water within its service area (the “Water System”).
2. The District is proceeding to finance certain capital improvement projects for the
Water System known as _______________________, as specified in more detail in the
hereinafter-defined Installment Sale Agreement (collectively, the “Project”).
3. The Corporation has been formed for the purpose of assisting public agencies
such as the District in the financing of public capital improvements, and in order to provide
funds to finance the Project, the Corporation has proposed to enter into an Installment Sale
Agreement dated as of January 1, 2025 (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”).
4. The Installment Payments will be payable from and secured by a pledge of and
lien on the net revenues received by the District from the Water System, on a parity basis with
the payments of debt service on outstanding Parity Obligations of the District (as defined
herein).
5. 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, the
District and the Trustee have agreed to enter into this Trust Agreement under which the
Corporation assigns and transfers certain of its rights under the Installment Sale Agreement to
the Trustee, and the Trustee agrees to execute and deliver the Certificates (defined herein),
evidencing direct, undivided fractional interests in the Installment Payments as provided herein
and in the Installment Sale Agreement.
6. Payment of principal and interest represented by the Certificates is insured by a
Municipal Bond Insurance Policy (the “Certificate Insurance Policy”) issued by
______________________ (the “Certificate Insurer”), and the Certificate Insurer is issuing a
Municipal Bond Debt Service Reserve Insurance Policy (the “Reserve Policy”) to be credited
to the Reserve Fund (defined herein).
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AGREEMENT:
In consideration of the premises and the material covenants contained herein, the
District, the Corporation and the Trustee hereby agree as follows:
ARTICLE I
DEFINITIONS; LEGAL AUTHORITY; RULES OF
INTERPRETATION
SECTION 1.01. Definitions. Unless the context clearly otherwise requires or unless
otherwise defined herein, the capitalized terms used in this Trust Agreement have the
respective meanings given them in Appendix A attached to this Trust Agreement.
SECTION 1.02. Authorization. Each of the parties hereby represents and warrants that
it has full legal authority and is duly empowered to enter into this Trust Agreement, and has
taken all actions necessary to authorize the execution hereof by the officers and persons
signing it.
SECTION 1.03. Interpretation.
(a) Unless the context otherwise indicates, words expressed in the singular include
the plural and vice versa and the use of the neuter, masculine, or feminine gender is for
convenience only and includes the neuter, masculine or feminine gender, as appropriate.
(b) Headings of articles and sections herein and the table of contents hereof are
solely for convenience of reference, do not constitute a part hereof and do not affect the
meaning, construction or effect hereof.
(c) All references herein to “Articles”, “Sections” and other subdivisions are to the
corresponding Articles, Sections or subdivisions of this Trust Agreement; the words “herein,”
“hereof,” “hereby,” “hereunder” and other words of similar import refer to this Trust Agreement
as a whole and not to any particular Article, Section or subdivision hereof.
-3-
ARTICLE II
THE CERTIFICATES OF PARTICIPATION
SECTION 2.01. Authorization. The Trustee is hereby authorized and directed upon
written request from the Corporation to register, execute and deliver, to the Original Purchaser,
the Certificates in an aggregate principal amount of $_________________. The Certificates
evidence the direct, undivided fractional interests of the Owners thereof in the Installment
Payments.
SECTION 2.02. Calculation of Interest. Each Certificate shall be dated as of the Closing
Date, and interest represented thereby is payable from the Interest Payment Date next
preceding the date of execution thereof, unless:
(a) it is executed after a Record Date and on or before the following Interest
Payment Date, in which event interest represented thereby is payable
from such Interest Payment Date; or
(b) it is executed on or before the first Record Date, in which event interest
represented thereby shall be payable from the Closing Date; or
(c) interest represented by such Certificate is in default as of the date of
execution of such Certificate, in which event interest represented thereby
is payable from the Interest Payment Date to which interest represented
thereby has previously been paid or made available for payment.
Interest represented by the Certificates is payable on each Interest Payment Date to
and including the date of maturity or prepayment, whichever is earlier. Said interest represents
the portion of the Installment Payments designated as interest and coming due on each of the
respective Interest Payment Dates. The share of the portion of Installment Payments
designated as interest with respect to any Certificate is computed by multiplying the portion of
Installment Payments designated as principal represented by such Certificate by the rate of
interest represented by such Certificate (on the basis of a 360-day year of twelve 30-day
months).
SECTION 2.03. Payment. Payment of interest represented by any Certificate on any
Interest Payment Date shall be made to the person appearing on the Registration Books as
the Owner thereof as of the close of business on the Record Date immediately preceding such
Interest Payment Date, such interest to be paid by check mailed to such Owner, by first class
mail postage prepaid, at such Owner’s address as it appears on the Registration Books;
provided, however, that at the written request of the Owner of Certificates in an aggregate
principal amount of at least $1,000,000 on file with the Trustee as of the Record Date preceding
any Interest Payment Date, interest represented by such Certificates coming due and payable
on such Interest Payment Date shall be paid by wire transfer in immediately available funds to
such account in the United States as shall be specified in such written request.
The principal and prepayment price represented by any Certificate at maturity or upon
prior prepayment shall be payable in lawful money of the United States of America upon
surrender of such Certificate at the Corporate Trust Office of the Trustee.
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SECTION 2.04. Terms of Certificates. Principal represented by the Certificates is
payable on August 1 in each of the respective years and in the respective amounts, and
interest represented thereby is computed at the respective rates, as follows:
Maturity Date
(August 1)
Principal
Amount
Interest
Rate
___________________
T Term Certificates
SECTION 2.05. Fully Registered Form . The Certificates will be delivered in the form of
fully registered Certificates without coupons in the authorized denominations of $5,000 or any
integral multiple thereof, except that no Certificate shall represent principal payable in more
than one year. The Certificates will be assigned such alphabetical and numerical designation
as the District deems appropriate.
SECTION 2.06. Book Entry System.
(a) Original Delivery. The Certificates shall be initially delivered in the form of a
separate single fully registered Certificate (which may be typewritten) for each maturity of the
Certificates. Upon initial delivery, the ownership of each such Certificate shall be registered
on the Registration Books in the name of the Nominee. Except as provided in subsection (c),
the ownership of all of the Outstanding Certificates shall be registered in the name of the
Nominee on the Registration Books.
With respect to Certificates the ownership of which is registered in the name of the
Nominee, the District and the Trustee have no responsibility or obligation to any Depository
System Participant or to any person on behalf of which the District holds an interest in the
Certificates. Without limiting the generality of the immediately preceding sentence, the District
and the Trustee have no responsibility or obligation with respect to (i) the accuracy of the
records of the Depository, the Nominee or any Depository System Participant with respect to
any ownership interest in the Certificates, (ii) the delivery to any Depository System Participant
or any other person, other than a Certificate Owner as shown in the Registration Books, of any
notice with respect to the Certificates, including any notice of prepayment, (iii) the selection by
the Depository of the beneficial interests in the Certificates to be prepaid in the event the
District elects to prepay the Certificates in part, (iv) the payment to any Depository System
Participant or any other person, other than a Certificate Owner as shown in the Registration
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Books, of any amount with respect to principal, premium, if any, or interest represented by the
Certificates or (v) any consent given or other action taken by the Depository as Owner of the
Certificates.
The District and the Trustee may treat and consider the person in whose name each
Certificate is registered as the absolute owner of such Certificate for the purpose of payment
of principal, premium, if any, and interest represented by such Certificate, for the purpose of
giving notices of prepayment and other matters with respect to such Certificate, for the purpose
of registering transfers of ownership of such Certificate, and for all other purposes whatsoever.
The Trustee shall pay the principal, interest and premium, if any, represented by the
Certificates only to the respective Owners or their respective attorneys duly authorized in
writing, and all such payments shall be valid and effective to fully satisfy and discharge all
obligations with respect to payment of principal, interest and premium, if any, represented by
the Certificates to the extent of the sum or sums so paid. No person other than a Certificate
Owner shall receive a Certificate evidencing the obligation of the District to make payments of
principal, interest and premium, if any, under this Trust Agreement.
Upon delivery by the Depository to the Nominee of written notice to the effect that the
Depository has determined to substitute a new Nominee in its place, such new nominee shall
become the Nominee hereunder for all purposes; and upon receipt of such a notice the District
shall promptly deliver a copy of the same to the Trustee.
(b) Representation Letter. In order to qualify the Certificates for the Depository’s
book-entry system, the District shall execute and deliver to such Depository a letter
representing such matters as shall be necessary to so qualify the Certificates. The execution
and delivery of such letter in no way limits the provisions of subsection (a) above or otherwise
imposes upon the District or the Trustee any obligation whatsoever with respect to persons
having interests in the Certificates other than the Certificate Owners. In addition to the
execution and delivery of such letter, the District may take any other actions, not inconsistent
with this Trust Agreement, to qualify the Certificates for the Depository’s book-entry program.
(c) Transfers Outside Book-Entry System. If either (i) the Depository determines not
to continue to act as Depository for the Certificates, or (ii) the District determines to terminate
the Depository as such, then the District shall thereupon discontinue the book-entry system
with such Depository. In such event, the Depository shall cooperate with the District and the
Trustee in the execution and delivery of replacement Certificates by providing the Trustee with
a list showing the interests of the Depository System Participants in the Certificates, and by
surrendering the Certificates, registered in the name of the Nominee, to the Trustee on or
before the date such replacement Certificates are to be executed and delivered. The
Depository, by accepting delivery of the Certificates, agrees to be bound by the provisions of
this subsection (c). If, prior to the termination of the Depository acting as such, the District fails
to identify another Securities Depository to replace the Depository, then the Certificates shall
no longer be required to be registered in the Registration Books in the name of the Nominee,
but shall be registered in whatever name or names the Owners transferring or exchanging
Certificates shall designate, in accordance with the provisions hereof.
If the District determines that it is in the best interests of the beneficial owners of the
Certificates that they be able to obtain certificated Certificates, the District may notify the
Depository System Participants of the availability of such certificated Certificates through the
Depository. In such event, the Trustee will execute, transfer and exchange Certificates as
required by the Depository and others in appropriate amounts; and whenever the Depository
-6-
requests, the Trustee and the District shall cooperate with the Depository in taking appropriate
action (i) to make available one or more separate certificates evidencing the Certificates to any
Depository System Participant having Certificates credited to its account with the Depository,
or (ii) to arrange for another Securities Depository to maintain custody of a single certificate
evidencing such Certificates, all at the District’s expense.
(d) Payments to the Nominee. Notwithstanding any other provision of this Trust
Agreement to the contrary, so long as any Certificate is registered in the name of the Nominee,
all payments with respect to principal, interest and premium, if any, represented by such
Certificate and all notices with respect to such Certificate shall be made and given,
respectively, as provided in the letter described in subsection (b) of this Section or as otherwise
instructed by the Depository.
SECTION 2.07. Form and Execution of Certificates. The Certificates shall be
substantially in the form set forth in Appendix B attached hereto and by this reference
incorporated herein. An authorized signatory of the Trustee shall execute the Certificates in
the name and on behalf of the Trustee. If any person whose signature appears on any
Certificate ceases to be an authorized signatory before the date of delivery of said Certificate,
such signature shall nevertheless be as effective as if such person had remained an authorized
signatory until such date.
SECTION 2.08. Registration Books. The Trustee shall keep or cause to be kept
sufficient records for the registration and registration of transfer of the Certificates, which shall
at all reasonable times upon prior notice be open to inspection by the District and the
Corporation during regular business hours; and, upon presentation for such purpose, the
Trustee shall, under such reasonable regulations as it may prescribe, register or transfer or
cause to be registered or transferred, on the Registration Books, Certificates as hereinbefore
provided.
SECTION 2.09. Transfer and Exchange.
(a) Transfer of Certificates. The registration of any Certificate may, in accordance
with its terms, be transferred upon the Registration Books by the person in whose name it is
registered, in person or by a duly authorized attorney, upon surrender of such Certificate for
cancellation at the Corporate Trust Office of the Trustee, accompanied by delivery of a written
instrument of transfer in a form acceptable to the Trustee, duly executed.
Whenever any Certificate or Certificates is surrendered for registration of transfer, the
Trustee shall execute and deliver a new Certificate or Certificates representing the same
Series, maturity, interest rate and aggregate principal amount, in any authorized
denominations. The District shall pay all costs of the Trustee incurred in connection with any
such transfer, except that the Trustee may require the payment by the Certificate Owner of
any tax or other governmental charge required to be paid with respect to such transfer.
Prior to any transfer of the Certificates outside the book-entry system (including, but
not limited to, the initial transfer outside the book-entry system) the transferor shall provide or
cause to be provided to the Trustee all information necessary to allow the Trustee to comply
with any applicable tax reporting obligations, including without limitation any cost basis
reporting obligations under Tax Code Section 6045, as amended. The Trustee shall
conclusively rely on the information provided to it and shall have no responsibility to verify or
ensure the accuracy of such information.
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(b) Exchange of Certificates. Certificates may be exchanged at the Corporate Trust
Office of the Trustee, for a like aggregate principal amount of Certificates representing other
authorized denominations of the same Series, interest rate and maturity. The District shall pay
all costs of the Trustee incurred in connection with any such exchange, except that the Trustee
may require the payment by the Certificate Owner requesting such exchange of any tax or
other governmental charge required to be paid with respect to such exchange.
(c) Limitations on Transfer or Exchange. The Trustee may refuse to transfer or
exchange either (i) any Certificate during the period established by the Trustee for the selection
of Certificates for prepayment, or (ii) the portion of any Certificate that has been selected for
prepayment under the provisions of Section 4.02.
SECTION 2.10. Certificates Mutilated, Lost, Destroyed or Stolen. If any Certificate is
mutilated, the Trustee, at the expense of the Owner of such Certificate, shall execute and
deliver a new Certificate of like principal amount, interest rate and maturity in replacement for
the Certificate so mutilated, but only upon surrender to the Trustee of the Certificate so
mutilated. Every mutilated Certificate so surrendered to the Trustee shall be canceled by it
and destroyed by the Trustee, who shall, upon request of the District, deliver a certificate of
destruction to the District. If any Certificate is lost, destroyed or stolen, evidence of such loss,
destruction or theft must be submitted to the Trustee, and, if such evidence is satisfactory to
the Trustee and the District and, if an indemnity satisfactory to the Trustee and the District is
given, the Trustee, at the expense of the Certificate Owner, shall execute and deliver a new
Certificate of like principal amount, interest rate and maturity and numbered as the Trustee
shall determine in lieu of and in replacement for the Certificate so lost, destroyed or stolen.
The Trustee may require payment of an appropriate fee for each replacement Certificate
delivered under this Section and of the expenses which may be incurred by the Trustee in
carrying out the duties under this Section. Any Certificate executed and delivered under the
provisions of this Section in lieu of any Certificate alleged to be lost, destroyed or stolen shall
be equally entitled to the benefits of this Trust Agreement with all other Certificates secured by
this Trust Agreement. The Trustee is not required to treat both the original Certificate and any
replacement Certificate as being Outstanding for the purpose of determining the principal
amount of Certificates which may be executed and delivered hereunder or for the purpose of
determining any percentage of Certificates Outstanding hereunder, but both the original and
replacement Certificate shall be treated as one and the same. Notwithstanding any other
provision of this Section, in lieu of delivering a replacement for a Certificate which has been
mutilated, lost, destroyed or stolen, and which has matured, the Trustee may make payment
with respect to such Certificate upon receipt of indemnity satisfactory to the Trustee and the
District.
SECTION 2.11. Execution of Documents and Proof of Ownership. Any request,
direction, consent, revocation of consent, or other instrument in writing required or permitted
by this Trust Agreement to be signed or executed by Certificate Owners may be in any number
of concurrent instruments of similar tenor, and may be signed or executed by such Owners in
person or by their attorneys or agents appointed by an instrument in writing for that purpose,
or by any bank, trust company or other depository for such Certificates. Proof of the execution
of any such instrument, or of any instrument appointing any such attorney or agent, and of the
ownership of Certificates shall be sufficient for any purpose of this Trust Agreement (except as
otherwise herein provided), if made in the following manner:
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(a) The fact and date of the execution by any Owner, attorney or agent of any
such instrument and of any instrument appointing any such attorney or
agent, may be proved by a certificate, which need not be acknowledged
or verified, of an officer of any bank or trust company located within the
United States of America, or of any notary public, or other officer
authorized to take acknowledgments of deeds to be recorded in such
jurisdictions, that the persons signing such instruments acknowledged
before him the execution thereof. Where any such instrument is executed
by an officer of a corporation or association or a member of a partnership
on behalf of such corporation, association or partnership, such certificate
shall also constitute sufficient proof of authority.
(b) The fact of the ownership of Certificates by any person and the amount,
the maturity and the numbers of such Certificates and the date of holding
the same shall be proved by the Registration Books.
Nothing contained in this Section may be construed as limiting the Trustee to such
proof, it being intended that the Trustee may accept any other evidence of the matters herein
stated which the Trustee may deem sufficient. Any request or consent of the Owner of any
Certificate binds every future Owner of the same Certificate in respect of anything done or
suffered to be done by the Trustee under such request or consent.
ARTICLE III
DISPOSITION OF PROCEEDS; CONSTRUCTION FUND, COSTS OF
ISSUANCE FUND
SECTION 3.01. Application of Proceeds.
The Trustee shall apply the proceeds received by it from the sale of the Certificates in
the amount of $_________________ (consisting of the principal amount of the Certificates
($_________________), plus net original issue premium of $_________________, less an
underwriter’s discount of $_________________, less $_________________ representing
premium paid directly to the Certificate Insurer for the Certificate Insurance Policy and
$_________________ representing premium paid directly to the Certificate Insurer for the
Reserve Policy), on the Closing Date as follows:
(a) The Trustee shall deposit the amount of $_________________ in the
Costs of Issuance Fund.
(b) The Trustee shall deposit the amount of $_________________,
constituting the remainder of such proceeds, in the Construction Fund.
In addition to the foregoing, on the Closing Date, the Trustee shall credit the Reserve
Policy to the Reserve Fund in satisfaction of the Reserve Requirement.
The Trustee may, in its discretion, establish a temporary fund or account in its books
and records to facilitate such deposits and transfers.
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SECTION 3.02. Costs of Issuance Fund. The Trustee shall establish and maintain a
special fund designated as the “Costs of Issuance Fund” to be held by the Trustee in trust for
the benefit of the District, and applied solely as provided herein.
The Trustee shall disburse moneys in the Costs of Issuance Fund to pay the Costs of
Issuance of the Certificates. Such disbursements shall be from time to time upon the receipt
of written requisitions of the District setting forth the amounts to be disbursed for payment or
reimbursement of Costs of Issuance and the name and address of the person or persons to
whom said amounts are to be disbursed, stating that all amounts to be disbursed are for Costs
of Issuance properly chargeable to the Costs of Issuance Fund. Each such requisition shall
be sufficient evidence to the Trustee of the facts stated therein and the Trustee shall have no
duty to confirm the accuracy of such facts.
On the date that is three months after the Closing Date, the Trustee shall, without
further direction, transfer any amounts remaining in the Costs of Issuance Fund to the
Construction Fund to be applied for the purposes thereof, and the Trustee shall thereupon
close the Costs of Issuance Fund.
SECTION 3.03. Construction Fund. The Trustee shall establish and maintain a special
fund designated as the “Construction Fund” to be held by the Trustee in trust and applied solely
as provided herein for the benefit of the District. The Trustee shall deposit a portion of the
proceeds of the Certificates in the Construction Fund as provided in Section 3.01, any amounts
transferred from the Costs of Issuance Fund into the Construction Fund under Section 3.02,
and all earnings received from the investment of amounts in the Construction Fund under this
Section.
Disbursements from the Construction Fund shall be made by the Trustee upon receipt
of written requisitions signed by a District Representative setting forth the amounts to be
disbursed for payment or reimbursement of Project Costs and the name and address of the
person or persons to whom said amounts are to be disbursed, stating that all amounts to be
disbursed are for Project Costs properly payable from the Construction Fund, substantially in
the form of Appendix C attached hereto. Each such requisition shall be sufficient evidence to
the Trustee of the facts stated therein and the Trustee shall have no duty to confirm the
accuracy of such facts.
Moneys in the Construction Fund shall be invested and deposited in accordance with
this Trust Agreement. Interest earnings and profits from the investment of amounts in the
Construction Fund shall be retained by the Trustee in the Construction Fund to be used for the
purposes of the Construction Fund.
Upon the filing of a certificate with the Trustee signed by a District Representative
stating that the Project has been completed, the Trustee shall transfer any remaining amount
in the Construction Fund to the Installment Payment Fund to pay the Installment Payments as
they become due and payable, and the Construction Fund shall be closed.
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ARTICLE IV
PREPAYMENT OF CERTIFICATES
SECTION 4.01. Prepayment.
(a) Optional Prepayment. The Certificates maturing on August 1, 20__, are not
subject to optional prepayment. The Certificates maturing on or after August 1, 20__, are
subject to optional prepayment in whole or in part on any date on or after August 1, 20__, from
prepayments of the Installment Payments made at the option of the District under Section 7.2
of the Installment Sale Agreement, at a prepayment price equal to 100% of the principal
amount of Certificates or portions thereof to be prepaid, together with accrued interest
represented thereby to the prepayment date, without premium.
The District shall give the Trustee written notice of its intention to prepay any
Certificates, and the amount of the prepayment price, in sufficient time to enable the Trustee
to give notice of such prepayment in accordance with Section 4.03.
(b) Sinking Fund Prepayment. The Certificates maturing on August 1, 20__, and
August 1, 20__ (collectively, the “Term Certificates”) are subject to mandatory sinking fund
prepayment by lot on August 1 in each year as set forth in the following table, from the principal
components of the Installment Payments relating to the Term Certificates which are required
to be paid with respect to each of such dates, at a prepayment price equal to 100% of the
principal amount to be prepaid, together with accrued interest represented thereby to the
prepayment date, without premium, as follows:
Term Certificates due August 1, 20__
Sinking Fund
Prepayment Date
(August 1)
Principal Amount
To Be Prepaid
20__ (maturity)
Term Certificates due August 1, 20__
Sinking Fund
Prepayment Date
(August 1)
Principal Amount
To Be Prepaid
20__ (maturity)
Notwithstanding the foregoing provisions of this subsection (c), if some but not all of
the Term Certificates are prepaid under any of the preceding provisions of this Section 4.01,
the aggregate principal amount of the Term Certificates to be prepaid in each year thereafter
under this subsection (b) shall be reduced by the aggregate principal amount of Term
Certificates so prepaid, to be allocated among sinking fund installments on a pro rata basis in
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integral multiples of $5,000 such that the resulting amount of principal represented by the Term
Certificates subject to prepayment on any date under this subsection (b) is equal to the
aggregate principal components of the Installment Payments allocable to the Certificates
coming due and payable on such date. A revised sinking fund schedule shall be delivered to
the Trustee by the District reflecting such reduction and allocation.
SECTION 4.02. Selection of Certificates for Prepayment. Whenever provision is made
herein for the prepayment of Certificates and less than all Outstanding Certificates of any one
maturity are called for prepayment, the Trustee shall select Certificates for prepayment by lot
within a maturity, in accordance with the operational arrangements of the Depository then in
effect, if applicable. For the purposes of such selection, Certificates shall be deemed to be
composed of $5,000 portions, and any such portion may be separately prepaid. The Trustee
shall promptly notify the District and the Corporation in writing of the Certificates or portions
thereof so selected for prepayment.
SECTION 4.03. Notice of Prepayment. When prepayment is authorized under Section
4.01, the Trustee shall give notice of the prepayment of the Certificates on behalf and at the
expense of the District. Such notice shall state the prepayment date and prepayment price of
the Certificates called for prepayment; if less than all of the then Outstanding Certificates of
any maturity are to be called for prepayment, shall designate the numbers of the Certificates
to be prepaid by giving the individual number of each Certificate or by stating that all
Certificates between two stated numbers, both inclusive, have been called for prepayment or
by stating that all of the Certificates of one or more maturities have been called for prepayment;
in the case of a Certificate called only in part, shall state the portion of the principal represented
thereby which is to be prepaid; in the case of a conditional prepayment notice, shall state that
prepayment shall be conditional on the receipt of funds sufficient for such prepayment on the
prepayment date; shall require that such Certificates be surrendered on the designated
prepayment date at the Corporate Trust Office of the Trustee for prepayment at said
prepayment price; and shall state that on the specified date there shall come due and payable
upon each Certificate, the principal and premium, if any, together with interest accrued to said
date, and that from and after such date interest with respect thereto shall cease to accrue and
be payable.
Notice of such prepayment shall be mailed by first class mail with postage prepaid the
Owners of Certificates designated for prepayment at their respective addresses appearing on
the Registration Books. Such notice shall be mailed at least 20 days but not more than 60
days prior to the prepayment date. In addition, notice of prepayment shall be filed electronically
with the Information Services at the time of such mailing to the Certificate Owners. However,
neither failure to receive such notice so mailed nor any defect in any notice so mailed shall
affect the sufficiency of the proceedings for the prepayment of such Certificates or the
cessation of accrual of interest represented thereby from and after the date fixed for
prepayment.
Prepayment notices may be conditional. The District has the right to rescind any notice
of the optional prepayment of the Certificates by written notice to the Trustee on or prior to the
dated fixed for prepayment. Any notice of optional prepayment shall be canceled and annulled
if for any reason funds will not be or are not available on the date fixed for prepayment for the
payment in full of the Certificates then called for prepayment, and such cancellation shall not
constitute an Event of Default. The District and the Trustee have no liability to the Certificate
Owners or any other party related to or arising from such rescission of prepayment. The
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Trustee shall mail notice of such rescission of prepayment in the same manner as the original
notice of prepayment was sent under this Section.
SECTION 4.04. Partial Prepayment of Certificates. Upon surrender of any Certificate
prepaid in part only, the Trustee shall execute and deliver to the Owner thereof, at the expense
of the District, a new Certificate or Certificates of authorized denominations equal in aggregate
principal amount to the unprepaid portion of the Certificate surrendered and of the same
interest rate and the same maturity.
SECTION 4.05. Effect of Notice of Prepayment. Moneys for the prepayment (including
the interest to the applicable date of prepayment) of Certificates having been set aside in the
Installment Payment Fund, the Certificates shall be due and payable on the date of such
prepayment, and, upon presentation and surrender thereof at the Corporate Trust Office of the
Trustee, said Certificates shall be paid at the unpaid principal amount (or applicable portion
thereof) represented thereby plus any applicable premium and plus interest accrued and
unpaid to said date of prepayment.
If, on said date of prepayment, moneys for the prepayment of all the Certificates to be
prepaid, together with interest represented thereby to said date of prepayment, are held by the
Trustee so as to be available therefor on such date of prepayment, then, from and after said
date of prepayment, interest represented by the Certificates shall cease to accrue and be
payable. All moneys held by the Trustee for the prepayment of Certificates shall be held in
trust, uninvested, for the account of the Owners of the Certificates so to be prepaid.
All Certificates paid at maturity or prepaid prior to maturity under this Article shall be
canceled upon surrender thereof and destroyed under Section 12.10.
SECTION 4.06. Purchase of Certificates in Lieu of Prepayment. In lieu of prepayment
of Certificates as provided in this Article IV, amounts held by the Trustee for such prepayment
shall, at the written request of a District Representative received by the Trustee no later than
60 days prior to the prepayment date, be applied by the Trustee to the purchase of Certificates
at public or private sale as and when and at such prices (including brokerage, accrued interest
and other charges) as the District may in its discretion direct, but not to exceed the prepayment
price which would be payable if such Certificates were prepaid. The aggregate principal
amount of Certificates of the same maturity purchased in lieu of prepayment under this Section
4.06 may not exceed the aggregate principal amount of Certificates of such maturity that would
otherwise be subject to such prepayment. Any Certificates purchased pursuant to this Section
shall be treated as Outstanding Certificates under this Trust Agreement, except to the extent
otherwise directed by a District Representative.
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ARTICLE V
INSTALLMENT PAYMENTS;
INSTALLMENT PAYMENT FUND
SECTION 5.01. Assignment of Rights in Installment Sale Agreement. The Corporation
hereby irrevocably transfers, assigns and sets over to the Trustee, without recourse to the
Corporation, all of its rights in the Installment Sale Agreement (excepting only the Corporation’s
rights under Sections 4.7, 5.2 and 6.4 thereof, and its rights to give consents and approvals
thereunder), including but not limited to all of the Corporation’s rights to receive and collect all
of the Installment Payments and all other amounts required to be deposited in the Installment
Payment Fund.
The Trustee hereby accepts such assignment for the benefit of the Certificate Owners.
Such assignment shall neither create any obligations nor give rise to any duties on the part of
the Trustee other than those obligations and duties contained herein and shall not be liable for
any covenants, representations or warranties of the Corporation. All Installment Payments
and such other amounts to which the Corporation may at any time be entitled shall be paid
directly to the Trustee, and all of the Installment Payments collected or received by the
Corporation shall be deemed to be held and to have been collected or received by the
Corporation as the agent of the Trustee, and if received by the Corporation at any time shall
be deposited by the Corporation with the Trustee within one Business Day after the receipt
thereof, and all such Installment Payments and such other amounts shall be forthwith
deposited by the Trustee upon the receipt thereof in the Installment Payment Fund.
SECTION 5.02. Establishment and Application of Installment Payment Fund.
(a) The Trustee shall establish and maintain a special fund designated as the
“Installment Payment Fund,” into which the Trustee shall deposit all Installment Payments paid
to the Trustee for such purpose under the Installment Sale Agreement and this Trust
Agreement. All moneys at any time deposited by the Trustee in the Installment Payment Fund
shall be held by the Trustee in trust for the benefit of the District and the Owners of the
Certificates. So long as any Certificates are Outstanding, neither the District nor the
Corporation has any beneficial right or interest in the Installment Payment Fund or the moneys
deposited therein, except only as provided in the Installment Sale Agreement or herein, and
such moneys shall be used and applied by the Trustee as hereinafter set forth.
(b) Except as provided in subsection (c) below, the Trustee shall use and withdraw
amounts in the Installment Payment Fund solely for the purpose of paying the principal, interest
and prepayment premiums (if any) represented by the Certificates as the same are due and
payable, in accordance with the provisions of Article II and Article IV.
(c) At the written request of the District, the Trustee shall withdraw and remit to the
District any surplus remaining in the Installment Payment Fund, after prepayment and payment
of all Certificates, including all premiums and accrued interest (if any), payment of any amounts
owing to the Certificate Insurer, and payment of any applicable fees and expenses to the
Trustee, or provision for such prepayment or payment having been made in accordance with
Section 12.01.
SECTION 5.03. Reserve Fund.
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(a) Establishment and Deposits. The Reserve Fund is hereby established as a
separate fund to be held by the Trustee, to the credit of which the Trustee shall deposit the
Reserve Policy as required by Section 3.01, which has been issued in an amount equal to the
initial Reserve Requirement with respect to the Certificates as of the Closing Date and
constitutes a Reserve Fund Credit Facility hereunder. Thereafter, additional deposits may be
made to the Reserve Fund from time to time as set forth herein and in the Installment Sale
Agreement.
Moneys and the Reserve Policy on deposit in the Reserve Fund shall be held in trust
by the Trustee for the benefit of the Owners of the Certificates as a reserve for the payment of
the principal of, and interest and any premium on, the Certificates and shall be subject to a lien
in favor of the Owners of the Certificates. The owners of Parity Obligations shall have no claim
or lien on amounts or any Reserve Fund Credit Facility on deposit in the Reserve Fund, and
the Owners of the Certificates shall have no claim or lien on any reserve funds established
under any Parity Obligations Documents.
(b) Use of Reserve Fund. Except as otherwise provided in this Section, all amounts
and Reserve Fund Credit Facilities deposited in the Reserve Fund shall be used and withdrawn
by the Trustee solely for the purpose of making transfers to the Installment Payment Fund in
the event of any deficiency at any time in the Installment Payment Fund of the amount then
required for payment of the principal of, and interest and any premium on, the Certificates or,
in accordance with the provisions of this Section, for the purpose of prepaying Certificates from
the Installment Payment Fund. Whenever a transfer is made from the Reserve Fund to the
Installment Payment Fund due to a deficiency therein, the Trustee shall provide written notice
thereof to the District specifying the amount withdrawn.
(c) Transfer of Excess of Reserve Requirement. Whenever, on or before any Interest
Payment Date, or on any other date at the request of the District, the cash in the Reserve Fund
exceeds the Reserve Requirement, the Trustee shall provide written notice to the District of
the amount of the excess and shall transfer an amount equal to the excess from the Reserve
Fund to the Installment Payment Fund, to be used to pay interest on the Certificates on the
next Interest Payment Date.
(d) Transfer for Rebate Purposes. Cash in the Reserve Fund shall be withdrawn for
purposes of making payment to the federal government to comply with Section 9.04(d), upon
receipt by the Trustee of a certificate of a District Representative specifying the amount to be
withdrawn and to the effect that such amount is needed for rebate purposes; provided,
however, that no cash amounts in the Reserve Fund shall be used for rebate unless the
amount in the Reserve Fund following such withdrawal equals the Reserve Requirement.
(e) Transfer When Balance Exceeds Outstanding Certificates. Whenever the cash
balance in the Reserve Fund exceeds the amount required to prepay or pay the Outstanding
Certificates, including interest accrued to the date of payment or prepayment and premium, if
any, due upon prepayment, the Trustee shall, upon the written request of the District, transfer
any cash or Permitted Investments in the Reserve Fund to the Installment Payment Fund to
be applied, on the prepayment date, to the payment and prepayment, in accordance with this
Trust Agreement, of all of the Outstanding Certificates. If the amount so transferred exceeds
the amount required to pay and prepay the Outstanding Certificates, the balance in the
Reserve Fund shall be transferred to the District to be used by the District for any lawful
purpose.
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Notwithstanding the provisions of the first paragraph of this subsection (e), no amounts
shall be transferred from the Reserve Fund under this subsection (e) until after: (i) the
calculation of any amounts due to the federal government under Section 9.04(d) and
withdrawal of any such amount under subsection (d) above for purposes of making such
payment to the federal government; and (ii) payment of any fees and expenses due to the
Trustee.
(f) Reserve Fund Credit Facility. Notwithstanding anything herein to the contrary, at
the option of the District, amounts required to be held in the Reserve Fund may be substituted,
in whole or in part, by the deposit of a Reserve Fund Credit Facility with the Trustee, provided
that the following conditions are met:
(i) The District shall notify each Rating Agency prior to making any such
substitution, and such substitution shall not result in the reduction or withdrawal of any
ratings by any Rating Agency with respect to the Certificates, and
(ii) prior to any such substitution becoming effective, the District shall deliver to
the Trustee an opinion of Bond Counsel stating that such substitution will not adversely
affect the exclusion from gross income for federal income tax purposes of interest on
the Certificates.
Any amounts on deposit in the Reserve Fund for which a Reserve Fund Credit Facility
has been substituted shall be released to or at the direction of the District.
If at any time there is a combination of cash and a Reserve Fund Credit Facility on
deposit in the Reserve Fund, the Trustee shall withdraw such cash in full prior to drawing on
the Reserve Fund Credit Facility and, if and to the extent the Reserve Fund Credit Facility has
been drawn upon, the Trustee shall reimburse the amount of such draws with any applicable
interest thereon prior to making any cash deposits into the Reserve Fund.
(g) Investment. Moneys in the Reserve Fund shall be invested in accordance with
this Trust Agreement.
(h) Provisions Relating to Reserve Policy. The Reserve Requirement will initially be
satisfied by deposit in the Reserve Fund of the Reserve Policy delivered by the Certificate
Insurer. The District and the Trustee covenant to comply with each of the provisions set forth
in Appendix F hereto which provisions are hereby incorporated herein by reference thereto.
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ARTICLE VI
MONEYS IN FUNDS; INVESTMENT
SECTION 6.01. Held in Trust. The moneys and Permitted Investments held by the
Trustee under this Trust Agreement are irrevocably held in trust for the benefit of the District
and the Owners of the Certificates solely for the purposes herein specified, and such moneys,
and any income or interest earned thereon, shall be expended only as provided in this Trust
Agreement, and shall not be subject to levy or attachment or lien by or for the benefit of any
creditor of the Corporation, the Trustee, the District or the Owner of any Certificates.
SECTION 6.02. Investments Authorized. Upon the written direction of the District filed
with the Trustee from time to time, moneys held by the Trustee in any fund or account
established hereunder shall be invested and reinvested by the Trustee in Permitted
Investments which mature not later than the date such moneys are required or estimated by
the District to be required to be expended hereunder. In the absence of any written direction
of the District directing the investment of uninvested moneys held by the Trustee hereunder,
the Trustee shall hold such moneys uninvested. Such investments, if registrable, shall be
registered in the name of the Trustee, as trustee or in the name of its nominee, and shall be
held by the Trustee. The Trustee may purchase or sell to itself or any affiliate, as principal or
agent, investments authorized by this Section 6.02 and shall be entitled to its customary fee
therefor. Such investments and reinvestments shall be made giving full consideration to the
time at which funds are required to be available. The Trustee may act as purchaser or agent
in the making or disposing of any investment. Whenever in this Trust Agreement any moneys
are required to be transferred by the District to the Trustee, such transfer may be accomplished
by transferring a like amount of Permitted Investments. For purposes of acquiring any
investments hereunder, the Trustee may commingle funds held by it hereunder. The Trustee
has no responsibility or liability for any loss suffered in connection with any investment of funds
made by it in accordance with this Section 6.02. The Trustee shall be entitled to rely
conclusively on the investment direction of the District as to the suitability and legality of the
directed investments.
The District shall invest amounts held by it in any fund or account established
hereunder or under the Installment Sale Agreement in any investments which are authorized
for the investment of District funds under the laws of the State of California.
SECTION 6.03. Accounting. The Trustee shall furnish to the District, not less than
quarterly, an accounting (in the form customarily used by the Trustee) of all investments and
other transactions made by the Trustee under this Trust Agreement. The District
acknowledges that to the extent regulations of the Comptroller of the Currency or other
applicable regulatory entity grant the District the right to receive brokerage confirmations of
security transactions as they occur, at no additional cost, the District specifically waives receipt
of such confirmations to the extent permitted by law.
SECTION 6.04. Allocation of Earnings. Any income, profit or loss on such investments
shall be deposited in or charged to the respective funds from which such investments were
made.
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SECTION 6.05. Valuation and Disposition of Investments.
(a) The District covenants that all investments of amounts deposited in any fund or
account created by or under this Trust Agreement, or otherwise containing gross proceeds of
the Certificates (within the meaning of Section 148 of the Tax Code) shall be acquired,
disposed of and valued (as of the date that valuation is required by this Trust Agreement or
the Tax Code) at Fair Market Value as such term is defined in subsection (c) below. The
Trustee has no duty in connection with the determination of Fair Market Value other than to
follow the investment directions of the District in any written directions of a District
Representative.
(b) For the purpose of determining the amount in any fund, the value of Permitted
Investments credited to such fund shall be valued by the District at least quarterly at the market
value thereof. The Trustee may sell or present for prepayment, any Permitted Investment so
purchased by the Trustee whenever it shall be necessary in order to provide moneys to meet
any required payment, transfer, withdrawal or disbursement from the fund to which such
Permitted Investment is credited, and the Trustee shall not be liable or responsible for any loss
resulting from any such Permitted Investment.
(c) For purposes of this Section 6.05, the term “Fair Market Value” shall mean the
price at which a willing buyer would purchase the investment from a willing seller in a bona
fide, arm’s length transaction (determined as of the date the contract to purchase or sell the
investment becomes binding) if the investment is traded on an established securities market
(within the meaning of Section 1273 of the Tax Code) and, otherwise, the term “Fair Market
Value” means the acquisition price in a bona fide arm’s length transaction (as referenced
above) if (i) the investment is a certificate of deposit that is acquired in accordance with
applicable regulations under the Tax Code, (ii) the investment is an agreement with specifically
negotiated withdrawal or reinvestment provisions and a specifically negotiated interest rate (for
example, a guaranteed investment contract, a forward supply contract or other investment
agreement) that is acquired in accordance with applicable regulations under the Tax Code, (iii)
the investment is a United States Treasury Security – State and Local Government Series that
is acquired in accordance with applicable regulations of the United States Bureau of Public
Debt, or (iv) any commingled investment fund in which the District and any related parties do
not own more than a 10% beneficial interest therein if the return paid by the fund is without
regard to the source of the investment.
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ARTICLE VII
THE TRUSTEE
SECTION 7.01. Appointment of Trustee. U.S. Bank Trust Company, National
Association, is hereby appointed Trustee by the Corporation and the District for the purpose
of receiving all moneys required to be deposited with the Trustee hereunder and to allocate,
use and apply the same as provided herein. The District agrees that it will maintain a Trustee
having a corporate trust office in California, with a reported capital and surplus of at least
$50,000,000, duly authorized to exercise trust powers and subject to supervision or
examination by Federal or state authority, so long as any Certificates are Outstanding. If such
bank or trust company publishes a report of condition at least annually under law or the
requirements of any supervising or examining authority above referred to then for the purpose
of this Section 7.01 the combined capital and surplus of such bank or trust company shall be
deemed to be its combined capital and surplus as set forth in its most recent report of condition
so published.
The District and the Corporation covenant that they will maintain a Trustee which is
qualified under the provisions of the foregoing provisions of this Section 7.01, so long as any
Certificates are Outstanding.
The Trustee is hereby authorized to pay or prepay the Certificates when duly presented
for payment at maturity, or on prepayment, or on purchase by the Trustee as directed by the
District prior to maturity in accordance with Section 4.06, and to cancel all Certificates upon
payment thereof. The Trustee shall keep accurate records of all funds administered by it and
of all Certificates paid and discharged. The Trustee shall be compensated for its services
rendered under the provisions hereof.
SECTION 7.02. Acceptance of Trusts. The Trustee hereby accepts the trusts imposed
upon it hereby, and agrees to perform said trusts, but only upon and subject to the following
express terms and conditions:
(a) The Trustee, prior to the occurrence of an Event of Default and after curing
or waiver of all Events of Default which may have occurred, undertakes to
perform such duties and only such duties as are specifically set forth
herein, and no implied covenants or obligations shall be read into this
Trust Agreement against the Trustee. In case an Event of Default has
occurred (which has not been cured or waived), the Trustee may exercise
such of the rights and powers vested in it hereby, and shall use the same
degree of care and skill in their exercise, as a prudent person would
exercise or use under the circumstances in the conduct of such person’s
own affairs.
(b) No provision hereof shall require the Trustee to expend or risk its own
funds or otherwise incur any financial liability in the performance of any of
its duties hereunder, or in the exercise of any of its rights or powers, if the
repayment of such funds or indemnity satisfactory to it against such risk
or liability is not assured to it. The Trustee shall be entitled to interest on
any amounts advanced by it in the performance of its duties hereunder.
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(c) The Trustee may execute any of the trusts or powers hereof and perform
the duties required of it hereunder by or through attorneys, agents or
receivers and the Trustee is not responsible for any misconduct or
negligence on the part of any attorney, agent or receiver appointed with
due care by it hereunder. The Trustee shall be entitled to rely conclusively
on the advice or opinion of counsel concerning all matters of trust and its
duty hereunder and shall be protected in any action taken or suffered by
it hereunder in reliance on such advice or opinion.
(d) The Trustee is not responsible for the validity hereof or for any recital
herein, or in the Certificates, or for any of the supplements thereto or
instruments of further assurance, or for the sufficiency of the security for
the Certificates executed and delivered hereunder or intended to be
secured hereby and the Trustee is not bound to ascertain or inquire as to
the observance or performance of any covenants, conditions or
agreements on the part of the Corporation or the District under the
Installment Sale Agreement. The Trustee is not responsible or liable for
any loss suffered in connection with any investment of funds made by it in
accordance with Article VI hereof.
(e) The Trustee is not accountable for the use or application of any
Certificates or the proceeds thereof. The Trustee may be the Owner of
Certificates secured hereby with the same rights which it would have if not
the Trustee; may acquire and dispose of other bonds or evidence of
indebtedness of the District with the same rights it would have if it were
not the Trustee; and may act as a depository for and permit any of its
officers or directors to act as a member of, or in any other capacity with
respect to, any committee formed to protect the rights of Owners of
Certificates, whether or not such committee shall represent the Owners of
the majority in aggregate principal amount of the Certificates then
Outstanding.
(f) In the absence of bad faith on its part, Trustee shall be protected in acting
upon any notice, request, consent, certificate, order, requisition, affidavit,
letter, telegram or other paper or document believed by it to be genuine
and correct and to have been signed or sent by the proper person or
persons. Any action taken or omitted to be taken by the Trustee in good
faith hereunder upon the request or authority or consent of any person
who at the time of making such request or giving such authority or consent
is the Owner of any Certificate, shall be conclusive and binding upon all
future Owners of the same Certificate and upon Certificates executed and
delivered in exchange therefor or in place thereof.
(g) As to the existence or non-existence of any fact or as to the sufficiency or
validity of any instrument, paper or proceeding, the Trustee shall be
entitled to rely upon a certificate signed by a Corporation Representative
or a District Representative as sufficient evidence of the facts therein
contained and prior to the occurrence of an Event of Default of which the
Trustee has been given notice or is deemed to have notice, as provided
in Section 7.02(i), shall also be at liberty to accept a similar certificate to
the effect that any particular dealing, transaction or action is necessary or
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expedient, but may at its discretion secure such further evidence deemed
by it to be necessary or advisable, but shall in no case be bound to secure
the same. The Trustee may accept a certificate of a Corporation
Representative or a District Representative to the effect that an
authorization in the form therein set forth has been adopted by the
Corporation or the District, as the case may be, as conclusive evidence
that such authorization has been duly adopted, and is in full force and
effect.
(h) The permissive right of the Trustee to do things enumerated herein shall
not be construed as a duty and it shall not be answerable for other than
its negligence or willful misconduct. The immunities and exceptions from
liability of the Trustee shall extend to its officers, directors, employees and
agents.
(i) The Trustee is not required to take notice or be deemed to have notice of
any Event of Default hereunder except failure by the District to make any
of the Installment Payments to the Trustee required to be made by the
District under the Installment Sale Agreement or failure by the Corporation
or the District to file with the Trustee any document required hereby or by
the Installment Sale Agreement to be so filed subsequent to the delivery
of the Certificates by a date certain, unless the Trustee is specifically
notified in writing of such default by the Corporation, the District or the
Owners of at least 25% in aggregate principal amount of Certificates then
Outstanding and all notices or other instruments required hereby or by the
Installment Sale Agreement to be delivered to the Trustee must, in order
to be effective, be delivered at the Corporate Trust Office of the Trustee,
and in the absence of such notice so delivered the Trustee may
conclusively assume there is no Event of Default except as aforesaid.
(j) At any and all reasonable times the Trustee, and its duly authorized
agents, attorneys, experts, engineers, accountants and representatives,
have the right (but not the duty) to inspect the Water System including all
books, papers and records of the District pertaining to the Water System
and the Certificates, and to take such memoranda from and with regard
thereto as may be desired.
(k) The Trustee is not required to give any bond or surety in respect of the
execution of the said trusts and powers or otherwise in respect of the
premises.
(l) Notwithstanding anything elsewhere herein with respect to the execution
of any Certificates, the withdrawal of any cash, the release of any
property, or any action whatsoever within the purview hereof, the Trustee
has the right, but is not required, to demand any showings, certificates,
opinions, appraisals or other information, or corporate action or evidence
thereof, in addition to that by the terms hereof required as a condition of
such action, by the Trustee deemed desirable for the purpose of
establishing any right to the execution of any Certificates, the withdrawal
of any cash, or the taking of any other action by the Trustee.
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(m) Before taking any action referred to in Article XI at the direction of the
Certificate Owners, the Trustee may require that a satisfactory indemnity
bond or other indemnification acceptable to the Trustee be furnished by
the Certificate Owners, or any of them, for the reimbursement of all
expenses to which it may be put and to protect it against all liability, except
liability which is adjudicated to have resulted from its negligence or willful
misconduct in connection with any such action.
(n) All moneys received by the Trustee shall, until used or applied or invested
as herein provided, be held in trust for the purposes for which they were
received but need not be segregated from other funds except to the extent
required by law. The Trustee has no liability for interest on any moneys
received hereunder except such as may be agreed upon.
(o) The Trustee is not responsible for the sufficiency of the Installment Sale
Agreement or its right to receive moneys under the Installment Sale
Agreement.
(p) The Trustee is not liable with respect to any action taken or omitted to be
taken by it in good faith in accordance with the direction of the Owners of
a majority in aggregate principal amount of the Outstanding Certificates
relating to the time, method and place of conducting any proceeding for
any remedy available to the Trustee, or exercising any trust or power
conferred upon the Trustee, hereunder.
(q) The Trustee is not liable for any error of judgment made by a responsible
officer of the Trustee unless it shall be proved that the Trustee was
negligent in ascertaining the pertinent facts relating thereto.
(r) The Trustee has no responsibility or liability with respect to any
information, statements or recital in any offering memorandum or other
disclosure material prepared or distributed with respect to the issuance of
the Certificates.
(s) The Trustee’s rights to immunities and protection from liability hereunder
and its rights to payment of its fees and expenses survive its resignation
or removal and final payment or discharge of the Certificates.
(t) The Trustee is not liable in connection with the performance of its duties
hereunder, except for its own negligence or willful misconduct.
(u) The Trustee shall have the right to accept and act upon instructions,
including funds transfer instructions (“Instructions”) given pursuant to this
Trust Agreement and delivered using Electronic Means ("Electronic
Means" shall mean the following communications methods: e-mail,
facsimile transmission, secure electronic transmission containing
applicable authorization codes, passwords and/or authentication keys
issued by the Trustee, or another method or system specified by the
Trustee as available for use in connection with its services hereunder);
provided, however, that the District and the Corporation shall provide to
the Trustee an incumbency certificate listing officers with the authority to
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provide such Instructions (“Authorized Officers”) and containing specimen
signatures of such Authorized Officers, which shall be amended by the
District and the Corporation whenever a person is to be added or deleted
from the listing. If the District or Corporation elects to give the Trustee
Instructions using Electronic Means and the Trustee in its discretion elects
to act upon such Instructions, the Trustee’s understanding of such
Instructions shall be deemed controlling. The District and Corporation
understand and agree that the Trustee cannot determine the identity of
the actual sender of such Instructions and that the Trustee shall
conclusively presume that directions that purport to have been sent by an
Authorized Officer listed on the incumbency certificate provided to the
Trustee have been sent by such Authorized Officer. The District and
Corporation shall be responsible for ensuring that only Authorized Officers
transmit such Instructions to the Trustee and that the District, the
Corporation and all Authorized Officers are solely responsible to
safeguard the use and confidentiality of applicable user and authorization
codes, passwords and/or authentication keys upon receipt by the District
or Corporation. The Trustee shall not be liable for any losses, costs or
expenses arising directly or indirectly from the Trustee’s reliance upon and
compliance with such Instructions notwithstanding such directions conflict
or are inconsistent with a subsequent written instruction. The District and
the Corporation agree: (i) to assume all risks arising out of the use of
Electronic Means to submit Instructions to the Trustee, including without
limitation the risk of the Trustee acting on unauthorized Instructions, and
the risk of interception and misuse by third parties; (ii) that it is fully
informed of the protections and risks associated with the various methods
of transmitting Instructions to the Trustee and that there may be more
secure methods of transmitting Instructions than the method(s) selected
by the District and the Corporation; (iii) that the security procedures (if any)
to be followed in connection with its transmission of Instructions provide
to it a commercially reasonable degree of protection in light of its particular
needs and circumstances; and (iv) to notify the Trustee immediately upon
learning of any compromise or unauthorized use of the security
procedures.
(v) The Trustee shall not be responsible or liable for any failure or delay in
the performance of its obligations under this Agreement arising out of or
caused, directly or indirectly, by circumstances beyond its reasonable
control, including, without limitation, acts of God; earthquakes; fire; flood;
hurricanes or other storms; wars; terrorism; similar military disturbances;
sabotage; epidemic; pandemic; riots; interruptions; loss or malfunctions of
utilities, computer (hardware or software) or communications services;
accidents; labor disputes; acts of civil or military authority or governmental
action; it being understood that the Trustee shall use commercially
reasonable efforts which are consistent with accepted practices in the
banking industry to resume performance as soon as reasonably
practicable under the circumstances.
(w) In acting or omitting to act pursuant to the Installment Sale Agreement or
any other documents executed in connection herewith or therewith, the
Trustee shall be entitled to all of the rights, immunities and indemnities
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accorded to it under this Trust Agreement and the Installment Sale
Agreement, including, but not limited to, this Article VII.
SECTION 7.03. Fees, Charges and Expenses of Trustee. The Trustee shall be paid
and reimbursed by the District and the Corporation for reasonable fees for its services rendered
hereunder and all advances, counsel fees (including expenses) and other expenses
reasonably and necessarily made or incurred by the Trustee in connection with such services.
Upon the occurrence of an Event of Default, but only upon such occurrence, the Trustee shall
have a first lien with right of payment prior to payment on account of principal, premium, if any,
and interest represented by any Certificate upon the amounts held hereunder for the foregoing
fees, charges and expenses incurred by it respectively. When the Trustee incurs expenses or
renders services after the occurrence of an Event of Default, such expenses and the
compensation for such services are intended to constitute expenses of administration under
any federal or state bankruptcy, insolvency, arrangement, moratorium, reorganization or other
debtor relief law.
SECTION 7.04. Notice to Certificate Owners of Default. If an Event of Default occurs of
which the Trustee has been given or is deemed to have notice, as provided in Section 7.02(i),
then the Trustee shall promptly give written notice thereof by first class mail, postage prepaid,
by first class mail, postage prepaid, to the Owner of each Outstanding Certificate, unless such
Event of Default shall have been cured before the giving of such notice; provided, however,
that unless such Event of Default consists of the failure by the District to make any Installment
Payment when due, the Trustee may elect not to give such notice to the Certificate Owners if
and so long as the Trustee in good faith determines that it is in the best interests of the
Certificate Owners not to give such notice.
SECTION 7.05. Removal of Trustee. So long as no Event of Default has occurred and
is continuing the District may, upon at least 30 days’ prior written notice and with the consent
of the Corporation (such consent not to be unreasonably withheld) and the Certificate Insurer,
remove the Trustee initially appointed, and any successor thereto, by an instrument or
concurrent instruments in writing delivered to the Trustee and the Corporation, and may
appoint a successor or successors thereto; provided that any such successor shall be a
commercial bank or trust company meeting the requirements set forth in Section 7.01.
SECTION 7.06. Resignation by Trustee. The Trustee and any successor Trustee may
at any time resign by giving written notice by registered or certified mail to the District. Upon
receiving such notice of resignation, the District shall promptly appoint a successor Trustee.
Any resignation or removal of the Trustee and appointment of a successor Trustee shall be
effective upon acceptance of appointment by the successor Trustee. Upon such acceptance,
the District shall mail notice thereof to the Certificate Owners at their respective addresses set
forth on the Registration Books.
SECTION 7.07. Appointment of Successor Trustee. In the event of the removal or
resignation of the Trustee under Sections 7.05 or 7.06, respectively, with the prior written
consent of the Corporation, the District shall promptly appoint a successor Trustee acceptable
to the Certificate Insurer. If the District for any reason whatsoever fails to appoint a successor
Trustee within 30 days following the delivery to the Trustee of the instrument described in
Section 7.05 or within 30 days following the receipt of notice by the District under Section 7.06,
at the expense of the District the Trustee may apply to a court of competent jurisdiction for the
appointment of a successor Trustee meeting the requirements of Section 7.01. Any such
successor Trustee appointed by such court shall be the successor Trustee hereunder
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notwithstanding any action by the District purporting to appoint a successor Trustee following
the expiration of such 30 day period.
SECTION 7.08. Merger or Consolidation. Any company or association into which the
Trustee may be merged or converted or with which it may be consolidated or any company
resulting from any merger, conversion or consolidation to which it shall be a party or any
company or association to which the Trustee may sell or transfer all or substantially all of its
corporate trust business, provided that such company or association shall be eligible under
Section 7.01, shall be the successor to the Trustee and vested with all of the title to the trust
estate and all of the trusts, powers, discretions, immunities, privileges and all other matters as
was its predecessor, without the execution or filing of any paper or further act, anything herein
to the contrary notwithstanding.
SECTION 7.09. Concerning any Successor Trustee. Every successor Trustee
appointed hereunder shall execute, acknowledge and deliver to its predecessor and also to
the Corporation and the District an instrument in writing accepting such appointment hereunder
and thereupon such successor, without any further act, deed or conveyance, shall be fully
vested with all the estates, properties, rights, powers, trusts, duties and obligations of its
predecessors; but such predecessor shall, nevertheless, on the written request of the
Corporation, or of its successor, execute and deliver an instrument transferring to such
successor all the estates, properties, rights, powers and trusts of such predecessor hereunder;
and every predecessor Trustee shall deliver all securities and moneys held by it as the Trustee
hereunder to its successor. Should any instrument in writing from the Corporation be required
by any successor Trustee for more fully and certainly vesting in such successor the estate,
rights, powers and duties hereby vested or intended to be vested in the predecessor, any and
all such instruments in writing shall, on request, be executed, acknowledged and delivered by
the Corporation.
SECTION 7.10. Non-Liability of Trustee. The recitals, statements and representations
by the District and the Corporation contained herein or in the Certificates shall be taken and
construed as made by and on the part of the District and the Corporation, as the case may be,
and not by the Trustee, and the Trustee does not assume, and shall not have, any
responsibility or obligation for the correctness of any thereof.
The Trustee makes no representation or warranty, express or implied as to the title,
value, design, compliance with specifications or legal requirements, quality, durability,
operation, condition, merchantability or fitness for any particular purpose or fitness for the use
contemplated by the District of the Water System. In no event shall the Trustee be liable for
special or consequential damages in connection with or arising from the Installment Sale
Agreement for the existence, furnishing or use of the Water System.
SECTION 7.11. Nature of Trust Engagement. The Trustee undertakes to perform such
duties and only such duties as are specifically set forth herein and no implied covenants or
obligations shall be read into the Trust Agreement against the Trustee. In accepting the trusts
hereby created, the Trustee acts solely as Trustee and not in its individual capacity and all
persons, including without limitation the Certificate Owners, the District and the Corporation
having any claim against the Trustee arising from the Trust Agreement shall look only to the
funds and accounts hereunder for payment except as otherwise provided herein. Under no
circumstances shall the Trustee be liable in its individual capacity for the obligations
represented by the Certificates.
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ARTICLE VIII
MODIFICATION OR AMENDMENT OF AGREEMENTS
SECTION 8.01. Amendments Permitted Without Consent of Owners. This Trust
Agreement and the rights and obligations of the Owners of the Certificate, and the Installment
Sale Agreement and the rights and obligations of the respective parties thereto, may be
modified or amended at any time by a supplemental agreement, with the prior written consent
of the Certificate Insurer but without the consent of any of the Certificate Owners, only to the
extent permitted by law and only for any one or more of the following reasons:
(a) to add to the covenants and agreements of any party, other covenants to
be observed, or to surrender any right or power herein reserved to the
District,
(b) to cure, correct or supplement any ambiguous or defective provision
contained herein or therein,
(c) in any respect whatsoever in regard to questions arising hereunder or
thereunder, as the parties hereto or thereto may deem necessary or
desirable and which do not, as evidenced by an opinion of Bond Counsel,
materially adversely affect the interests of the Owners of the Certificates,
(d) to provide for matters relating to the issuance of Parity Obligations, or
(e) to amend any provision hereof relating to the Tax Code, to any extent
whatsoever but only if and to the extent such amendment does not, as
evidenced by an opinion of Bond Counsel, adversely affect the exclusion
from gross income of interest represented by the Certificates for federal
income tax purposes.
Any such supplemental agreement entered into under this Article VII will be effective
upon execution and delivery by the parties hereto or thereto as the case may be. The Trustee
may obtain an opinion of Independent Counsel stating that any amendment to be
accomplished by a supplemental agreement entered into under Sections 8.01 or 8.02 complies
with the provisions of this Article VIII and the Trustee may conclusively rely on such opinion.
SECTION 8.02. Amendments Permitted With Consent of Owners. Except as permitted
under Section 8.01, this Trust Agreement and the rights and obligations of the Owners of the
Certificates, and the Installment Sale Agreement and the rights and obligations of the parties
thereto, may be modified or amended at any time by a supplemental agreement which will be
effective when the written consents of the Certificate Insurer and the Owners of a majority in
aggregate principal amount of the Certificates then Outstanding, exclusive of Certificates
disqualified as provided in Section 12.03, have been filed with the Trustee.
No modification or amendment under this Section 8.02 may (a) extend or have the
effect of extending the fixed maturity of any Certificate or reducing the interest rate with respect
thereto or extending the time of payment of interest, or reducing the amount of principal thereof
or reducing any premium payable upon the prepayment thereof, without the express consent
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of the Owner of such Certificate, or (b) reduce or have the effect of reducing the percentage of
Certificates required for the affirmative vote or written consent to an amendment or modification
of the Installment Sale Agreement, without the consent of the Owners of 100% in aggregate
principal amount of the Outstanding Certificates, or (c) modify any of the rights or obligations
of the Trustee without its written assent thereto.
Any such supplemental agreement may not take effect unless there is filed with the
Trustee the written consents of the Owners of a majority in aggregate principal amount of the
Certificates then Outstanding (exclusive of Certificates disqualified as provided in Section
12.04) and the Trustee has given the notice required below. Each such consent shall be
effective only if accompanied by proof of ownership of the Certificates for which such consent
is given, which shall be such as is permitted by Section 2.10. Any such consent shall be
binding upon the Owner of the Certificate giving such consent and on any subsequent Owner
(whether or not such subsequent Owner has notice thereof) unless such consent is revoked in
writing by the Owner giving such consent or a subsequent Owner by filing such revocation with
the Trustee prior to the date when the notice hereinafter in this Section provided for has been
mailed.
After the Owners of the required percentage of Certificates have filed their consents to
such supplemental agreement, the Trustee shall mail a notice to the Owners of the Certificates
in the manner hereinbefore provided in this Section for the mailing of such supplemental
agreement of the notice of adoption thereof, stating in substance that such supplemental
agreement has been consented to by the Owners of the required percentage of Certificates
and will be effective as provided in this Section (but failure to mail copies of said notice will not
affect the validity of such supplemental agreement or consents thereto). A record, consisting
of the papers required by this Section to be filed with the Trustee, shall be conclusive proof of
the matters therein stated. Such supplemental agreement shall take effect upon the mailing
of such last-mentioned notice, and such supplemental agreement shall be deemed
conclusively binding upon the parties hereto, the Owners of all Certificates at the expiration of
60 days after such filing, except in the event of a final decree of a court of competent jurisdiction
setting aside such consent in a legal action or equitable proceeding for such purpose
commenced within such 60-day period.
SECTION 8.03. Effect of Supplemental Agreement. From and after the time any
supplemental agreement takes effect under this Article VIII, this Trust Agreement or the
Installment Sale Agreement, as the case may be, shall be deemed to be modified and
amended in accordance therewith, the respective rights, duties and obligations of the parties
hereto or thereto and all Owners of Certificates Outstanding, as the case may be, shall
thereafter be determined, exercised and enforced hereunder subject in all respects to such
modification and amendment, and all the terms and conditions of any supplemental agreement
shall be deemed to be part of the terms and conditions of this Trust Agreement or the
Installment Sale Agreement for any and all purposes.
SECTION 8.04. Endorsement or Replacement of Certificates Delivered After
Amendments. The District may determine that Certificates shall bear a notation, by
endorsement or otherwise, in form approved by the District, as to such action. In that case,
upon demand of the Owner of any Certificate Outstanding at such effective date and
presentation of such Owner’s Certificate for the purpose at the Corporate Trust Office of the
Trustee, a suitable notation shall be made on such Certificate. The District may determine that
the delivery of substitute Certificates is necessary, so modified as in the opinion of the District
to conform to such Certificate Owners’ action, which shall thereupon be prepared, executed
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and delivered at the expense of the District. In that case, upon demand of the Owner of any
Certificate then Outstanding, such substitute Certificate shall be exchanged at the Corporate
Trust Office of the Trustee, without cost to such Owner, for a Certificate of the same character
then Outstanding, upon surrender of such Outstanding Certificate.
SECTION 8.05. Amendatory Endorsement of Certificates. The provisions of this Article
VIII do not prevent any Certificate Owner from accepting any amendment as to the particular
Certificates held by such Owner, provided that proper notation thereof is made on such
Certificates.
ARTICLE IX
OTHER COVENANTS
SECTION 9.01. Compliance With and Enforcement of Installment Sale Agreement. The
District covenants and agrees with the Trustee, for the benefit of the Owners of the Certificates,
to perform all obligations and duties imposed on it under the Installment Sale Agreement.
SECTION 9.02. Observance of Laws and Regulations. The District will observe and
perform all valid and lawful obligations or regulations now or hereafter imposed on it by
contract, or prescribed by any law of the United States, or of the State of California, or by any
officer, board or commission having jurisdiction or control, as a condition of the continued
enjoyment of any and every right, privilege or franchise now owned or hereafter acquired by
the District, including its right to exist and carry on business as a public agency, to the end that
such rights, privileges and franchises shall be maintained and preserved, and shall not be
abandoned, forfeited or in any manner impaired.
SECTION 9.03. Recordation and Filing. The District shall record and file all such
documents as may be required by law (and shall take all further actions which may be
necessary or be reasonably required by the Trustee (the Trustee having no duty to so require)),
all in such manner, at such times and in such places as may be required by law in order fully
to preserve, protect and perfect the security of the Trustee and the Certificate Owners.
SECTION 9.04. Tax Covenants .
(a) Private Business Use Limitation. The District shall assure that the proceeds of the
Certificates are not so used as to cause either Series of the Certificates to satisfy the private
business tests of Section 141(b) of the Tax Code or the private loan financing test of Section
141(c) of the Tax Code.
(b) Federal Guarantee Prohibition. The District shall not take any action or permit or
suffer any action to be taken if the result of the same would be to cause the either Series of
the Certificates to be “federally guaranteed” within the meaning of Section 149(b) of the Tax
Code.
(c) No Arbitrage. The District shall not take, or permit or suffer to be taken by the
Trustee or otherwise, any action with respect to the proceeds of the Certificates or of any other
obligations which, if such action had been reasonably expected to have been taken, or had
been deliberately and intentionally taken, on the Closing Date, would have caused either
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Series of the Certificates to be “arbitrage bonds” within the meaning of Section 148(a) of the
Tax Code.
(d) Rebate of Excess Investment Earnings to United States. The District shall
calculate or cause to be calculated the Excess Investment Earnings in all respects at the times
and in the manner required under the Tax Code. The District shall pay the full amount of
Excess Investment Earnings to the United States of America in such amounts, at such times
and in such manner as may be required under the Tax Code. Such payments shall be made
by the District from any source of legally available funds of the District.
The District shall keep or cause to be kept, and retain or cause to be retained for a
period of six years following the retirement of the Certificates, records of the determinations
made under this subsection (d). In order to provide for the administration of this subsection
(d), the District may provide for the employment of independent attorneys, accountants and
consultants compensated on such reasonable basis as the District may deem appropriate.
(e) Maintenance of Tax-Exemption. The District shall take all actions necessary to
assure the exclusion of the interest component of the Installment Payments from the gross
income of the owners of the Certificates to the same extent as such interest is permitted to be
excluded from gross income under the Tax Code as in effect on the date of issuance of the
Certificates.
The Trustee has no duty or obligation to monitor or enforce compliance by the District
of any of the requirements herein.
SECTION 9.05. Continuing Disclosure. The District hereby covenants and agrees that
it will comply with and carry out all of the provisions of that certain Continuing Disclosure
Certificate executed by the District as of the Closing Date, as originally executed and as it may
be amended from time to time in accordance with its terms. Notwithstanding any other
provision of this Trust Agreement, failure of the District to comply with such Continuing
Disclosure Certificate does not constitute an Event of Default, although any Owner or beneficial
owner of the Certificates may take such actions as are granted to it under the Continuing
Disclosure Certificate.
SECTION 9.06. Further Assurances. The Corporation and the District will make,
execute and deliver any and all such further resolutions, instruments and assurances as may
be reasonably necessary or proper to carry out the intention or to facilitate the performance
hereof and of the Installment Sale Agreement, and for the better assuring and confirming unto
the Owners of the Certificates the rights and benefits provided herein.
SECTION 9.07. Provisions Relating to Certificate Insurance Policy. So long as the
Certificate Insurance Policy remains in effect, the District and the Trustee shall comply with all
of the terms and provisions set forth in Appendix E relating to the Certificate Insurer and the
Certificate Insurance Policy. Such provisions are hereby incorporated into this Trust
Agreement by this reference, and shall control and supersede any conflicting or inconsistent
provisions in this Trust Agreement or the Installment Sale Agreement.
ARTICLE X
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LIMITATION OF LIABILITY
SECTION 10.01. Limited Liability of District and Corporation. Except for the payment of
Installment Payments when due in accordance with the Installment Sale Agreement and the
performance of the other covenants and agreements of the District contained in the Installment
Sale Agreement and herein, the District has no pecuniary obligation or liability to the
Corporation, the Trustee or the Owners of the Certificates with respect hereto or the terms,
execution, delivery or transfer of the Certificates, or the distribution of Installment Payments to
the Owners by the Trustee, except as expressly set forth herein.
The Corporation has no pecuniary obligation or liability to the District or the Trustee, or
to any of the Owners of the Certificates, with respect to the performance by the District of its
obligations under the Installment Sale Agreement or this Trust Agreement, with respect hereto
or the terms, execution, delivery or transfer of the Certificates, or with respect to the distribution
of Installment Payments to the Owners by the Trustee.
SECTION 10.02. No Liability for Trustee Performance. Neither the District nor the
Corporation has any obligation or liability with respect to the performance by the Trustee of
any duty imposed upon it hereunder.
SECTION 10.03. Indemnification of Corporation and Trustee. The District shall
indemnify and save the Corporation and Trustee, and their respective officers, agents,
directors and employees, harmless from and against all claims, losses, costs, expenses,
liability and damages, including legal fees and expenses, arising out of or in connection with
any of the following:
(a) the use, maintenance, condition or management of, or from any work or
thing done on, the Water System by the District,
(b) any breach or default on the part of the District in the performance of any
of its obligations hereunder and any other agreement made and entered
into for purposes of the Water System,
(c) any act of the District or of any of its agents, contractors, servants,
employees, licensees with respect to the Water System,
(d) any act of any assignee of, or purchaser from the District or of any of its
agents, contractors, servants, employees or licensees with respect to the
Water System,
(e) the actions of any other party, including but not limited to the ownership,
operation or use of the Water System by the District,
(f) the Trustee’s exercise and performance of its powers and duties
hereunder or under the Installment Sale Agreement, or
(g) the execution, delivery and sale of the Certificates.
No indemnification will be made under this Section or elsewhere herein for willful
misconduct or gross negligence by the Trustee or the Corporation, or their respective officers,
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agents, employees, successors or assigns. The District’s obligations under this Section shall
remain valid and binding notwithstanding the maturity and payment of the Certificates or the
resignation or removal of the Trustee.
SECTION 10.04. Opinion of Counsel. Before being required to take any action, the
Trustee may require an opinion of counsel acceptable to the Trustee, or an opinion of Bond
Counsel acceptable to the Trustee with respect to any federal tax matters, or a verified
certificate of any party hereto, or both, concerning the proposed action. If it does so in good
faith, Trustee shall be absolutely protected in relying conclusively on any such opinion or
certificate obtained by the Trustee.
SECTION 10.05. Limitation of Rights to Parties and Certificate Owners. Nothing herein
or in the Certificates expressed or implied is intended or shall be construed to give any person
other than the District, the Corporation, the Trustee, the Certificate Insurer and the Owners of
the Certificates, any legal or equitable right, remedy or claim under or in respect hereof or any
covenant, condition or provision hereof; and all such covenants, conditions and provisions are
and shall be for the sole and exclusive benefit of the District, the Corporation, the Trustee, the
Certificate Insurer and the Owners.
ARTICLE XI
REMEDIES OF CERTIFICATE OWNERS
SECTION 11.01. Assignment of Rights. Under Section 5.01, the Corporation transfers,
assigns and sets over to the Trustee all of the Corporation’s rights in and to the Installment
Sale Agreement (excepting only the Corporation’s rights under Sections 4.7, 5.2 and 6.4
thereof and its rights to give approvals and consents thereunder), including without limitation
all of the Corporation’s rights to exercise such rights and remedies conferred on the
Corporation under the Installment Sale Agreement as may be necessary or convenient (a) to
enforce payment of the Installment Payments and any other amounts required to be deposited
in the Installment Payment Fund, and (b) otherwise to exercise the Corporation’s rights and
take any action to protect the interests of the Trustee or the Certificate Owners upon the
occurrence of an Event of Default.
SECTION 11.02. Remedies. If an Event of Default happens, then and in each and every
such case during the continuance of such Event of Default, the Trustee may, and at the written
direction of the Owners of a majority in aggregate principal amount of the Certificates then
Outstanding the Trustee (to the extent indemnified as provided herein) shall, exercise any and
all remedies available under law or granted under the Installment Sale Agreement.
Notwithstanding any other provisions of this Trust Agreement or in the Installment Sale
Agreement, the Certificate Insurer shall have the right, so long as it is not in payment default
under the Certificate Insurance Policy, to direct the remedies to be taken upon any Event of
Default hereunder, and the Certificate Insurer's consent shall be required for remedial action
taken by the Trustee or the Corporation hereunder.
SECTION 11.03. Application of Funds. All moneys held by the Trustee, or received by
the Trustee as a result of any right given or action taken under the provisions of this Article XI
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or Article VI of the Installment Sale Agreement, shall be applied by the Trustee in the following
order:
First, to the payment of the fees, costs and expenses of the Trustee and
of the Certificate Owners in declaring and enforcing such Event of Default,
including reasonable compensation to its or their agents, attorneys and counsel,
and any outstanding fees and expenses of the Trustee;
Second, to the payment of the whole amount then owing and unpaid
with respect to the Certificates for principal and interest, with interest on the
overdue principal and installments of interest at the Overdue Rate (but such
interest on overdue installments of interest shall be paid only to the extent funds
are available therefor following payment of principal and interest and interest
on overdue principal, as aforesaid), and in case such moneys shall be
insufficient to pay in full the whole amount so owing and unpaid with respect to
the Certificates, then to the payment of such principal and interest without
preference or priority of principal over interest, or of interest over principal, or of
any installment of interest over any other installment of interest, ratably to the
aggregate of such principal and interest.
Third, to the payment of amounts due and owing to the Certificate
Insurer in respect of the Certificate Insurance Policy or the Reserve Policy not
paid pursuant to paragraphs First and Second above.
SECTION 11.04. Institution of Legal Proceedings. If one or more Events of Default
happens and is continuing, the Trustee in its discretion may, and upon the written request of
the Owners of a majority in principal amount of the Certificates then Outstanding, and upon
being indemnified to its satisfaction therefor, shall, proceed to protect or enforce its rights or
the rights of the Owners of Certificates by a suit in equity or action at law, either for the specific
performance of any covenant or agreement contained herein, or in aid of the execution of any
power herein granted, or by mandamus or other appropriate proceeding for the enforcement
of any other legal or equitable remedy as the Trustee shall deem most effectual in support of
any of its rights or duties hereunder. Nothing herein shall be deemed to authorize the Trustee
to authorize or consent to or accept or adopt on behalf of any Owner any plan of reorganization,
arrangement, adjustment, or composition affecting the Certificates or the rights of any Owner
thereof, or to authorize the Trustee to vote in respect of the claim of any Owner in any such
proceeding without the approval of the Owners so affected.
SECTION 11.05. Non-waiver. Nothing in this Article XI or in any other provision hereof
or in the Certificates, affects or impairs the obligation of the District, which is absolute and
unconditional, to pay or prepay the Installment Payments as provided in the Installment Sale
Agreement, or affect or impair the right of action, which is also absolute and unconditional, of
the Certificate Owners to institute suit to enforce and collect such payment. No delay or
omission of the Trustee or any Owner of any of the Certificates to exercise any right or power
arising upon the happening of any Event of Default shall impair any such right or power or shall
be construed to be a waiver of any such Event of Default or an acquiescence therein, and
every power and remedy given by this Article XI to the Trustee or the Owners of Certificates
may be exercised from time to time and as often as shall be deemed expedient by the Trustee
or the Certificate Owners.
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SECTION 11.06. Remedies Not Exclusive. No remedy herein conferred upon or
reserved to the Trustee or the Certificate Owners is intended to be exclusive of any other
remedy, and every such remedy shall be cumulative and shall be in addition to every other
remedy given hereunder or now or hereafter existing, at law or in equity or by statute or
otherwise.
SECTION 11.07. Power of Trustee to Control Proceedings. Subject to the rights of the
Certificate Insurer as provided in Appendix E, if the Trustee takes any action upon the
occurrence of an Event of Default, by judicial proceedings or otherwise, pursuant to its duties
hereunder, whether upon its own discretion or upon the request of the Owners of a majority in
aggregate principal amount of the Certificates then Outstanding, then the Trustee has full
power, in the exercise of its discretion for the best interests of the Owners of the Certificates,
with respect to the continuance, discontinuance, withdrawal, compromise, settlement or other
disposal of such action.
SECTION 11.08. Limitation on Certificate Owners’ Right to Sue. No Owner of any
Certificate executed and delivered hereunder has the right to institute any suit, action or
proceeding at law or in equity, for any remedy under or upon this Trust Agreement, unless (a)
such Owner has previously given to the Trustee written notice of the occurrence of an Event
of Default hereunder; (b) the Owners of a majority in aggregate principal amount of all the
Certificates then Outstanding have made written request upon the Trustee to exercise the
powers hereinbefore granted or to institute such action, suit or proceeding in its own name; (c)
said Owners have tendered to the Trustee reasonable indemnity against the costs, expenses
and liabilities to be incurred in compliance with such request; and (d) the Trustee has refused
or omitted to comply with such request for a period of 60 days after such written request has
been received by, and said tender of indemnity has been made to, the Trustee.
Such notification, request, tender of indemnity and refusal or omission are hereby
declared, in every case, to be conditions precedent to the exercise by any Owner of Certificates
of any remedy hereunder; it being understood and intended that no one or more Owners of
Certificates have any right in any manner whatever by its or their action to enforce any right
hereunder, except in the manner herein provided, and that all proceedings at law or in equity
with respect to an Event of Default shall be instituted, had and maintained in the manner herein
provided and for the equal benefit of all Owners of the Outstanding Certificates.
The right of any Owner of any Certificate to receive payment of said Owner’s direct,
undivided fractional interest in the Installment Payments as the same come due, or to institute
suit for the enforcement of such payment, shall not be impaired or affected without the consent
of such Owner, notwithstanding the foregoing provisions of this Section or any other provision
hereof.
ARTICLE XII
MISCELLANEOUS
SECTION 12.01. Discharge of this Trust Agreement. If and when the obligations
represented by any Outstanding Certificates shall be paid and discharged in any one or more
of the following ways:
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(a) by paying or causing to be paid the principal of and interest and
prepayment premiums (if any) represented by such Certificates
Outstanding, as and when the same become due and payable; or
(b) by irrevocably depositing with the Trustee or any fiduciary, under an
escrow deposit and trust agreement, security for the payment of
Installment Payments relating to such Certificates as more particularly
described in Section 7.1 of the Installment Sale Agreement, said security
to be held by the Trustee on behalf of the District to be applied by the
Trustee or by such fiduciary to pay or prepay such Installment Payments
as the same become due, under Section 7.1 of the Installment Sale
Agreement;
and if all amounts then due and owing to the Certificate Insurer with respect to the Certificate
Insurance Policy and the Reserve Policy have been paid in full, then, notwithstanding that such
Certificates shall not have been surrendered for payment, all rights hereunder of the Owners
of such Certificates and all obligations of the Corporation, the Trustee and the District with
respect to such Certificates shall cease and terminate, except only the obligations of the
Trustee under Sections 2.07 and 2.08, and the obligation of the Trustee to pay or cause to be
paid, from Installment Payments paid by or on behalf of the District from funds deposited under
the preceding paragraph (b) of this Section, to the Owners of such Certificates not so
surrendered and paid all sums represented thereby when due and in the event of deposits
under the preceding paragraph (b), such Certificates shall continue to represent direct,
undivided fractional interests of the Owners thereof in the Installment Payments.
Any funds held by the Trustee, at the time of discharge of the obligations represented
by all Outstanding Certificates as a result of one of the events described in the preceding
paragraphs (a) or (b) of this Section, which are not required for the payment to be made to
Owners, shall, upon payment in full of all fees and expenses of the Trustee (including attorneys’
fees) then due and all amounts then owing to the Certificate Insurer, be paid over to the District.
If the principal and interest represented by the Certificates are paid by the Certificate
Insurer under the Certificate Insurance Policy or the Reserve Policy, all covenants, agreements
and other obligations of the District under the Installment Sale Agreement and this Trust
Agreement will continue to exist and the Certificate Insurer shall be subrogated to the rights of
the Certificate Owners.
SECTION 12.02. Notices. Any notice, request, complaint, demand or other
communication hereunder shall be given by first class mail or personal delivery to the party
entitled thereto at its address set forth below, or by electronic mail or other form of
telecommunication, at its number or electronic mail address set forth below. Notice shall be
effective either (a) upon transmission by electronic mail or other form of telecommunication,
(b) upon actual receipt after deposit in the United States mail, postage prepaid, or (c) in the
case of personal delivery to any person, upon actual receipt. The District, the Corporation, the
Certificate Insurer or the Trustee may, by written notice to the other parties, from time to time
modify the address or number to which communications are to be given hereunder.
If to the District: South Tahoe Public Utility District
1275 Meadow Crest Drive
South Lake Tahoe, California 96150-7401
Attention: Chief Financial Officer
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Email: info@stpud.us
If to the Corporation: CSDA Finance Corporation
c/o California Special Districts Association
1112 I Street, Suite 200
Sacramento, CA 95814
Attention: Chief Executive Officer
Email: _____________________
If to the Trustee: U.S. Bank Trust Company, National Association
1 California Street, Suite 1000
San Francisco, CA 94111
Attention: Corporate Trust Department
Email: _______________________
If to the Certificate Insurer ________________________
________________________
New York, New York _______
Attention: ________________________
Re: Policy No. ____________
Telephone: ________________________
Telecopier: ________________________
Email: ________________________
SECTION 12.03. Records. The Trustee shall keep complete and accurate records of
all moneys received and disbursed hereunder by the Trustee, which shall be available for
inspection by the District, the Corporation and any Owner, or the agent of any of them, upon
prior written request during regular business hours.
SECTION 12.04. Disqualified Certificates. In determining whether the Owners of the
requisite aggregate principal amount of Certificates have concurred in any demand, request,
direction, consent or waiver hereunder, Certificates which are owned or held by or for the
account of the District or the Corporation (but excluding Certificates held in any employees’
retirement fund) shall be disregarded and deemed not to be Outstanding for the purpose of
any such determination, provided, however, that for the purpose of determining whether the
Trustee shall be protected in relying on any such demand, request, direction, consent or
waiver, only Certificates which the Trustee actually knows to be so owned or held shall be
disregarded and provided, further, that if all Certificates are so owned or held, then no such
Certificates shall be disregarded, and shall be deemed to be Outstanding hereunder.
SECTION 12.05. Payment of Certificates After Discharge. Notwithstanding any
provisions hereof, but subject to any applicable laws of the State of California relating to the
escheat of funds or property, any moneys held by the Trustee for the payment of the principal
or interest represented by any Certificates and remaining unclaimed for two years after the
principal represented by all of the Certificates has become due and payable (whether at
maturity or upon call for prepayment or by acceleration as provided herein), if such moneys
were so held at such date, or two years after the date of deposit of such moneys if deposited
after said date when all of the Certificates became due and payable, shall be repaid to the
District free from the trusts created hereby upon, and all liability of the Trustee with respect to
such moneys shall thereupon cease; provided, however, that before the repayment of such
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moneys to the District as aforesaid, the Trustee may (at the cost of the District) first mail, by
first class mail postage prepaid, to the Owners of Certificates which have not yet been paid
(without liability for interest), at the respective addresses shown on the Registration Books, a
notice, in such form as may be deemed appropriate by the Trustee with respect to the
Certificates so payable and not presented and with respect to the provisions relating to the
repayment to the District of the moneys held for the payment thereof.
SECTION 12.06. Payment on Business Days. Whenever in this Trust Agreement any
amount is required to be paid on a day which is not a Business Day, such payment shall be
required to be made on the Business Day immediately following such day, provided that
interest shall not accrue from and after such day.
SECTION 12.07. Governing Law. This Trust Agreement shall be construed and
governed in accordance with the laws of the State of California.
SECTION 12.08. Binding Effect; Successors; Benefits Limited to Parties. This Trust
Agreement shall be binding upon and inure to the benefit of the parties, and their respective
successors and assigns. Whenever herein the Corporation, the District or the Trustee is
named or referred to, such reference shall be deemed to include the successors or assigns
thereof, and all the covenants and agreements contained herein by or on behalf of the
Corporation, the District or the Trustee shall bind and inure to the benefit of the respective
successors and assigns thereof whether so expressed or not. Nothing herein expressed or
implied is intended or shall be construed to confer upon, or to give to, any person or entity,
other than the Corporation, the District, the Trustee or the Certificate Owners, any right, remedy
or claim hereunder or by reason hereof or of any covenant, condition or stipulation contained
herein. All covenants, stipulations, promises and agreements contained herein by or on behalf
of the Corporation or the District shall be for the sole and exclusive benefit of the Corporation,
the District, the Trustee and the Certificate Owners.
SECTION 12.09. Execution in Counterparts. This Trust Agreement may be executed in
several counterparts, each of which shall be an original and all of which shall constitute but
one and the same agreement.
SECTION 12.10. Delivery of Canceled Certificates. Whenever provision is made herein
for the surrender to or cancellation by the Trustee of any Certificates, the Trustee shall cancel
and destroy such Certificates and, upon request, shall deliver a certificate of destruction with
respect thereto to the District.
SECTION 12.11. Corporation and District Representatives. Whenever under the
provisions hereof the approval of the Corporation or the District is required, or a written
certificate, requisition, direction or order is required to be delivered by the District or the
Corporation to the Trustee, or the Corporation or the District is required to take some action at
the request of the other, such approval or such request shall be given, and such certificate,
requisition, direction or order shall be executed, for the Corporation by an Corporation
Representative and for the District by a District Representative, and any party hereto shall be
authorized to rely upon any such approval, request, certificate, requisition, direction or order.
SECTION 12.12. Waiver of Notice. Whenever the giving of notice by mail or otherwise
is required hereunder, the giving of such notice may be waived in writing by the person entitled
to receive such notice and in any case the giving or receipt of such notice shall not be a
condition precedent to the validity of any action taken in reliance upon such waiver.
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SECTION 12.13. Severability of Invalid Provisions. In case any one or more of the
provisions contained herein or in the Certificates shall for any reason be held to be invalid,
illegal or unenforceable in any respect, then such invalidity, illegality or unenforceability shall
not affect any other provision hereof, and this Trust Agreement shall be construed as if such
invalid or illegal or unenforceable provision had never been contained herein. The parties
hereto hereby declare that they would have entered into this Trust Agreement and each and
every other section, paragraph, sentence, clause or phrase hereof and authorized the delivery
of the Certificates pursuant thereto irrespective of the fact that any one or more sections,
paragraphs, sentences, clauses or phrases hereof may be held illegal, invalid or
unenforceable.
SECTION 12.14. Certificate Insurer as Third-Party Beneficiary. The Certificate Insurer
is hereby made a third party beneficiary hereunder with all rights of third party beneficiary.
Remainder of page intentionally left blank. Signatures on following page.
Trust Agreement
[SIGNATURE PAGE]
IN WITNESS WHEREOF, the parties have executed this Trust Agreement as of the
date and year first above written.
SOUTH TAHOE PUBLIC UTILITY DISTRICT
By
General Manager
Attest
Secretary
CSDA FINANCE CORPORATION
By
Chief Executive Officer
Attest
Secretary
U.S. BANK TRUST COMPANY, NATIONAL
ASSOCIATION, as Trustee
By
Vice President
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APPENDIX A
DEFINED TERMS
“Acquisition and Construction” means, with respect to the Project, the acquisition,
construction, improvement, equipping, renovation, remodeling or reconstruction thereof.
“Additional Revenues” means, with respect to the issuance of any Parity Obligations,
any or all of the following amounts:
(a) An allowance for Net Revenues from any additions or improvements to or
extensions of the Water System to be made by the District during the 36
month period following the issuance of such Parity Obligations, in an
amount equal to 100% of the estimated additional average annual Net
Revenues to be derived from all properties which are improved with a
structure the construction of which has been completed prior to the date
of issuance of such Parity Obligations and to which service will be
provided by such additions, improvements and extensions, all as shown
by the certificate or opinion of a Financial Consultant.
(b) An allowance for Net Revenues arising from any increase in the charges
made for service from the Water System which has become effective prior
to the incurring of such Parity Obligations but which, during all or any part
of the most recent completed Fiscal Year for which audited financial
statements of the District are available, or for any more recent consecutive
12-month period selected by the District under Section 5.7 of the
Installment Sale Agreement, was not in effect, in an amount equal to the
total amount by which the Net Revenues would have been increased if
such increase in charges had been in effect during the whole of such
Fiscal Year or 12-month period, all as shown by the certificate or opinion
of a Financial Consultant.
“Adjusted Operation and Maintenance Costs” means, for any period, Operation and
Maintenance Costs incurred during said period, less property taxes received by the District
during said period that are deposited into the Water Fund.
“Annual Debt Service” means, for each Bond Year, the sum of (i) the interest due on
the Outstanding Certificates in such Bond Year, assuming that the Outstanding Certificates
are retired as scheduled, and (ii) the principal amount of the Outstanding Certificates due in
such Bond Year, including by reason of sinking fund redemption.
“Bond Counsel” means (a) Jones Hall, A Professional Law Corporation, or (b) any other
attorney or firm of attorneys of nationally recognized expertise with respect to legal matters
relating to obligations the interest on which is excludable from gross income for purposes of
federal income taxation under Section 103 of the Tax Code.
“Bond Year” means any 12-month period commencing on August 2 in a year and
ending on the next succeeding August 1, both dates inclusive; except that the first Bond Year
commences on the Closing Date and ends on August 1, 2025.
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“Business Day” means a day which is not a Saturday, Sunday or legal holiday on which
banking institutions in the State of California, or in any state in which the Corporate Trust Office
of the Trustee is located, are closed.
“Certificate Insurance Policy” means the Municipal Bond Insurance Policy, Policy No.
______________, issued by the Certificate Insurer with respect to the Certificates.
“Certificate Insurer” means ____________________, its successors and assigns, as
issuer of the Certificate Insurance Policy and the Reserve Policy.
“Certificates” means the $______________ aggregate principal amount of South
Tahoe Public Utility District 2025 Water Revenue Certificates of Participation executed and
delivered and at any time Outstanding hereunder.
“Closing Date” means _____________________, 2025, being the day when the
Certificates, duly executed by the Trustee, are delivered to the Original Purchaser.
“Construction Fund” means the fund by that name established and held by the Trustee
under Section 3.03.
“Corporate Trust Office” means, with respect to the Trustee, the corporate trust office
of the Trustee at its address set forth in Section 12.02, or at such other or additional offices as
may be specified by the Trustee in writing to the District; except that for purposes of the
payment, prepayment, cancellation, surrender, transfer or exchange of Certificates, such term
means the designated corporate trust operations or agency office of the Trustee.
“Corporation” means the CSDA Finance Corporation, a nonprofit public benefit
corporation duly organized and existing under the laws of the State of California, and any
successor thereto.
“Corporation Representative” means the Chief Executive Officer, President, Secretary
or Treasurer of the Corporation, or any other person authorized by resolution of the Board of
Directors of the Corporation to act on behalf of the Corporation under or with respect to the
Installment Sale Agreement and the Trust Agreement.
“Costs of Issuance” means all items of expense directly or indirectly payable by or
reimbursable to the District relating to the execution, sale and delivery of the Certificates,
including but not limited to filing and recording costs, settlement costs, underwriter’s discount,
printing costs, reproduction and binding costs, initial fees and charges of the Trustee and its
counsel, initial charges of the Corporation, out-of-pocket expenses incurred by the District,
financing discounts, legal fees and charges, financial and other professional consultant fees,
costs of rating agencies for credit ratings, fees for execution, transportation and safekeeping
of the Certificates, premiums payable to the Certificate Insurer for the Certificate Insurance
Policy and the Reserve Policy, and charges and fees in connection with the foregoing.
“Costs of Issuance Fund” means the funds by that name established and held by the
Trustee under Section 3.02.
“Depository System Participant” means any participant in the Depository’s book-entry
system.
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“District” means the South Tahoe Public Utility District, a public utility district duly
organized and existing under the Constitution and laws of the State of California, including
particularly Division 7 of the California Public Utilities Code.
“District Representative” means President of the Board of Directors, the Vice President
of the Board of Directors, the Clerk of the Board of Directors, the General Manager, the Chief
Financial Officer, or any other officer of the District duly authorized by the Board of Directors.
“DTC” means The Depository Trust Company, and its successors and assigns.
“Excess Investment Earnings” means an amount required to be rebated to the United
States of America under Section 148(f) of the Tax Code due to investment of gross proceeds
of the Certificates at a yield in excess of the yield represented by the Certificates.
“Event of Default” means an event of default under the Installment Sale Agreement, as
described in Section 6.1 thereof.
“Federal Securities” means: (a) non-callable direct obligations (other than an obligation
subject to variation in principal repayment) of the United States of America; (b) obligations fully
and unconditionally guaranteed as to timely payment of principal and interest by the United
States of America; (c) obligations fully and unconditionally guaranteed as to timely payment of
principal and interest by any agency or instrumentality of the United States of America when
such obligations are backed by the full faith and credit of the United States of America.
“Financial Consultant” means any consultant or firm of such consultants appointed by
the District and who, or each of whom: (a) is judged by the District to have experience in
matters relating to the financing of water systems; (b) is in fact independent and not under
domination of the District; (c) does not have any substantial interest, direct or indirect, with the
District; and (d) is not connected with the District as an officer or employee of the District, but
who may be regularly retained to make reports to the District.
“Fiscal Year” means the twelve-month period beginning on July 1 of each year and
ending on the last day of June of the next succeeding year, or any other twelve-month period
selected by the District as its fiscal year.
“Independent Certified Public Accountant” means any certified public accountant or firm
of such accountants appointed and paid by the District, and who, or each of whom (a) is in fact
independent and not under domination of the District; (b) does not have any substantial
interest, direct or indirect, with the District; and (c) is not connected with the District as an
officer or employee of the District, but who may be regularly retained to make annual or other
audits of the books of or reports to the District.
“Information Services” means the Municipal Securities Rulemaking Board’s EMMA
System; and, in accordance with then current guidelines of the Securities and Exchange
Commission, such other addresses and/or such other services providing information with
respect to municipal securities as the District may designate in a written request delivered to
the Trustee.
“Installment Payment” means all payments required to be paid by the District under
Section 4.4 of the Installment Sale Agreement, including any amounts payable upon delinquent
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installments and including any prepayment thereof under Section 7.2 of the Installment Sale
Agreement.
“Installment Payment Date” means, with respect to any Interest Payment Date, the 6th
Business Day preceding such Interest Payment Date.
“Installment Payment Fund” means the fund by that name established and held by the
Trustee under Section 5.02.
“Installment Sale Agreement” means the Installment Sale Agreement dated as of
January 1, 2025, between the District and the Corporation, together with any duly authorized
and executed amendments thereto.
“Interest Payment Date” means, with respect to any Certificate, August 1, 2025, and
each February 1 and August 1 thereafter to and including the date of maturity or the date of
prepayment of such Certificate.
“Maximum Annual Debt Service” means the largest Annual Debt Service due
hereunder and on any Parity Obligations during the period from the date of such determination
through the final Interest Payment Date hereunder or maturity date of such Parity Obligations.
“Moody’s” means Moody’s Investors Service, and its successors and assigns.
“Net Revenues” means, for any Fiscal Year, an amount equal to all of the Revenues
for such Fiscal Year, less the Adjusted Operation and Maintenance Costs for such Fiscal Year.
“Nominee” means (a) initially, Cede & Co. as nominee of DTC, and (b) any other
nominee of the Depository designated under Section 2.06(a).
“Operation and Maintenance Costs” means the reasonable and necessary costs and
expenses paid by the District to maintain and operate the Water System, including but not
limited to (a) costs of purchasing and treating water, (b) costs of electricity and other forms of
energy supplied to the Water System, (c) the reasonable expenses of management and repair
and other costs and expenses necessary to maintain and preserve the Water System in good
repair and working order, and (d) the reasonable administrative costs of the District attributable
to the operation and maintenance of the Water System.
The term “Operation and Maintenance Costs” does not include (i) Annual Debt Service,
(ii)depreciation, replacement and obsolescence charges or reserves therefor, (iii) amortization
of intangibles or other bookkeeping entries of a similar nature, (iv) discretionary payments
made by the District not required for operations, such as voluntary prepayment of pension
liability, and (v) costs of capital additions, replacements, betterments, extensions or
improvements to the Water System chargeable to a capital account.
“Original Purchaser” means Oppenheimer & Co. Inc., as original purchaser of the
Certificates.
“Outstanding,” when used as of any particular time with respect to Certificates, means
(subject to the provisions of Section 12.05) all Certificates theretofore executed and delivered
by the Trustee hereunder except (a) Certificates theretofore canceled by the Trustee or
surrendered to the Trustee for cancellation; (b) Certificates paid and discharged in accordance
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with Section 12.01, provided that, if such Certificates are to be prepaid prior to maturity, notice
of such prepayment has been given as provided in Section 4.03 or provision satisfactory to the
Trustee has been made for the giving of such notice; and (c) Certificates in lieu of or in
exchange for which other Certificates have been executed and delivered by the Trustee under
Section 2.08.
“Overdue Rate” means the highest rate of interest represented by any of the
Outstanding Certificates.
“Owner,” when used with respect to a Certificate, means the person in whose name
the ownership of such Certificate shall be registered on the Registration Books.
“Parity Obligation Documents” means each agreement, indenture of trust, resolution or
other instrument authorizing the issuance of Parity Obligations.
“Parity Obligations” means (a) the outstanding obligations of the Water System listed
on Appendix D hereto, and (e) all bonds, notes, loan agreements, installment sale agreements,
leases or other obligations of the District payable from and secured by a pledge of and lien
upon any of the Net Revenues issued or incurred on a parity with the Installment Payments
under Section 5.7 of the Installment Sale Agreement.
“Permitted Investments” means any of the following which at the time of investment are
legal investments under the laws of the State of California for the moneys proposed to be
invested therein:
(a) Federal Securities;
(b) Any direct or indirect obligations of an agency or department of the United
States of America whose obligations represent the full faith and credit of
the United States of America, or which are rated A or better by S&P and
Moody’s.
(c) Interest-bearing deposit accounts (including certificates of deposit,
including those placed by a third party pursuant to a separate agreement
between the District and the Trustee), demand deposits, time deposits,
other deposit products, trust accounts, trust funds, interest bearing
deposits, interest bearing money market accounts, overnight bank
deposits, federal funds or bankers’ acceptances in federal or State
chartered savings and loan associations or in federal or State of California
banks (including the Trustee or any of its affiliates), provided that: (i) the
unsecured obligations of such commercial bank or savings and loan
association are rated A or better by S&P and Moody’s; or (ii) such deposits
are insured by the Federal Deposit Insurance Corporation.
(d) Commercial paper rated in the highest short-term rating category by S&P
and Moody’s.
(e) Federal funds, bank deposit products or bankers acceptances with a
maximum term of one year of any bank which is an unsecured, uninsured
and unguaranteed obligation rating in the highest rating category of S&P
and Moody’s.
A-6
(f) Money market mutual funds registered under the Federal Investment
Company Act of 1940, whose shares are registered under the Federal
Securities Act of 1933, and having a rating by S&P of at least AAAm-G,
AAAm or AAm (such funds may include funds for which the Trustee, its
affiliates, parent or subsidiaries provide investment advisory, custodial,
transfer agency or other management services, and for which the Trustee
or its affiliate receives and retains a fee for such services to such funds).
(g) Obligations the interest on which is excludable from gross income
pursuant to Section 103 of the Tax Code and which are either (a) rated A
or better by S&P and Moody’s, or (b) fully secured as to the payment of
principal and interest by Federal Securities.
(h) Obligations issued by any corporation organized and operating within the
United States of America having assets in excess of $500,000,000, which
obligations are rated A or better by S&P and Moody’s.
(i) Bonds or notes issued by any state or municipality which are rated by S&P
and Moody’s in one of the two highest rating categories assigned by such
rating agencies.
(j) Any investment agreement with, or guaranteed by, a financial institution
the long-term unsecured obligations or the claims paying ability of which
are rated A or better by S&P and Moody’s at the time of initial investment,
by the terms of which all amounts invested thereunder are required to be
withdrawn and paid to the Trustee in the event such rating at any time falls
below A.
(k) The Local Agency Investment Fund of the State of California, created
pursuant to Section 16429.1 of the California Government Code, to the
extent the Trustee is authorized to register such investment in its name.
“Project” means, collectively, the facilities, improvements and other property
constituting part of the Water System, the Acquisition and Construction of which are financed
in whole or in part from amounts on deposit in the Construction Fund. The exact description
of the Project shall be made by the District by reference to the plans and specifications therefor.
“Project Costs” means, with respect to the Project, all costs of the Acquisition and
Construction thereof which are paid from moneys on deposit in the Construction Fund,
including but not limited to:
(a) all costs required to be paid to any person under the terms of any
agreement for or relating to the Acquisition and Construction of the
Project;
(b) obligations incurred for labor and materials in connection with the
Acquisition and Construction of the Project;
A-7
(c) the cost of performance or other bonds and any and all types of insurance
that may be necessary or appropriate to have in effect in connection with
the Acquisition and Construction of the Project;
(d) all costs of engineering and architectural services, including the actual
out-of-pocket costs for test borings, surveys, estimates, plans and
specifications and preliminary investigations therefor, development fees,
sales commissions, and for supervising construction, as well as for the
performance of all other duties required by or consequent to the proper
Acquisition and Construction of the Project;
(e) any sums required to reimburse the District for advances made for any of
the above items or for any other costs incurred and for work done which
are properly chargeable to the Acquisition and Construction of the Project;
(f) all Costs of Issuance and other financing costs incurred in connection with
the Acquisition and Construction of the Project; and
(g) the interest components of the Installment Payments during the period of
Acquisition and Construction of the Project.
“Rate Stabilization Fund” means the fund of that name that may be established by the
District under Section 5.11 of the Installment Sale Agreement.
“Record Date” means the close of business on the 15th day of the month preceding
each Interest Payment Date, whether or not such 15th day is a Business Day.
“Registration Books” means the records maintained by the Trustee under Section 2.08
for registration of the ownership and transfer of ownership of the Certificates.
“Reserve Fund” means the fund established and administered under Section 5.03.
"Reserve Fund Credit Facility" means an irrevocable standby or direct-pay letter of
credit or surety bond issued by a commercial bank or insurance company and deposited with
the Trustee pursuant to Section 5.03, provided that all of the following requirements are met:
(a) the long-term credit rating of such bank or insurance company at the time of
issuance of the irrevocable standby or direct-pay letter of credit or surety bond is rated
“Aa” or “AA” by Moody’s or S&P;
(b) such letter of credit or surety bond has a term of at least 12 months;
(c) such letter of credit or surety bond has a stated amount at least equal to the
portion of the Reserve Requirement to be so secured; and
(d) the Trustee is authorized pursuant to the terms of such letter of credit or
surety bond to draw thereunder an amount equal to any deficiencies that may exist
from time to time in the Installment Payment Fund for the purpose of making payments
required pursuant to Sections 5.02(b).
A-8
“Reserve Policy” means the Municipal Bond Debt Service Reserve Insurance Policy
issued by the Certificate Insurer on the Closing Date with respect to the Certificates. The
Reserve Policy constitutes a Reserve Fund Credit Facility under this Trust Agreement.
“Reserve Requirement” means, as of the date of any calculation, an amount equal to
the least of
(a) Maximum Annual Debt Service solely with respect to the Outstanding
Certificates,
(b) 125% of average Annual Debt Service solely with respect to the Outstanding
Certificates and
(c) 10% of the original principal amount of the Certificates.
“Revenues” means all gross charges (including surcharges, if any) received for, and all
other gross income and receipts derived by the District from, the ownership and operation of
the Water System or otherwise arising from the Water System, including but not limited to (a)
rates and charges, capacity charges and connection charges, (b) any amounts transferred to
the Water Fund from a Rate Stabilization Fund, and (c) investment earnings on amounts held
in the Water Fund or in any other fund established with respect to the Water System.
The term “Revenues” does not include (i) refundable deposits made to establish credit,
(ii) the proceeds of any ad valorem property taxes, and (iii) the proceeds of any special
assessments or special taxes levied upon real property within any improvement district served
by the District for the purpose of paying special assessment bonds or special tax obligations
of the District relating to the Water System.
“Securities Depositories” means DTC; and, in accordance with then current guidelines
of the Securities and Exchange Commission, such other addresses or such other securities
depositories as a District Representative may designate in writing to the Trustee.
“S&P” means S&P Global Ratings, and its successors and assigns.
“Tax Code” means the Internal Revenue Code of 1986 as in effect on the Closing Date
or (except as otherwise referenced herein) as it may be amended to apply to obligations issued
on the Closing Date, together with applicable proposed, temporary and final regulations
promulgated, and applicable official guidance published, under the Tax Code.
“Term” means, when used with respect to the Installment Sale Agreement, the time
during which the Installment Sale Agreement is in effect, as provided in Section 4.2 thereof.
“Term Certificates” means the Certificates maturing on August 1, 20__, and August 1,
20__.
“Trust Agreement” means this Trust Agreement, together with any amendments or
supplements hereto permitted to be made under the Trust Agreement.
“Trustee” means U.S. Bank Trust Company, National Association, as Trustee
hereunder, or any successor thereto acting as Trustee in accordance with this Trust
Agreement.
A-9
“Water System” means all drinking water collection, transport, treatment, storage, and
delivery facilities, including land and easements thereof, owned by the District, including the
Project, and all other properties, structures, or works hereafter acquired and constructed by
the District and determined to be a part of the Water System, together with all additions,
betterments, extensions, or improvements to such facilities, properties, structures, or works,
or any part thereof hereafter acquired and constructed.
“Water Fund” means the fund or funds established and held by the District with respect
to the Water System, into which all or any part of the Revenues are deposited.
B-1
APPENDIX B
FORM OF CERTIFICATE OF PARTICIPATION
R-__ ***$_____________***
SOUTH TAHOE PUBLIC UTILITY DISTRICT
2025 WATER REVENUE CERTIFICATES OF PARTICIPATION
Evidencing the Direct, Undivided Fractional Interest of the
Owner Hereof in Installment Payments to be Made by the
SOUTH TAHOE PUBLIC UTILITY DISTRICT
As the Purchase Price For Certain Property Pursuant to an
Installment Sale Agreement with the
CSDA FINANCE CORPORATION
RATE OF INTEREST: MATURITY DATE: ORIGINAL ISSUE DATE: CUSIP:
___________, 2025
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT: DOLLARS
THIS IS TO CERTIFY THAT the Registered Owner identified above, or registered
assigns, as the registered owner (the “Registered Owner”) of this Certificate of Participation
(this “Certificate”) is the owner of a direct, undivided fractional interest in Installment Payments
(the “Installment Payments”) payable by the South Tahoe Public Utility District, a public utility
district duly organized and existing under the Constitution and laws of the State of California,
including particularly Division 7 of the California Public Utilities Code (the “District”), under an
Installment Sale Agreement dated as of January 1, 2025 (the “Installment Sale Agreement”)
between the District and the CSDA Finance Corporation, a nonprofit public benefit corporation
duly organized and existing under the laws of the State of California (the “Corporation”), as the
purchase price for certain property which is to be used in the District’s public enterprise for the
supply, storage and distribution of domestic water within its service area (the “Water System”).
The Installment Payments and certain other rights and interests under the Installment Sale
Agreement have been assigned to U.S. Bank Trust Company, National Association, as trustee
(the “Trustee”), having a corporate trust office in San Francisco, California (the “Trust Office”).
The Registered Owner of this Certificate is entitled to receive, subject to the terms of
the Installment Sale Agreement, on the Maturity Date identified above, or any earlier
prepayment date, the Principal Amount identified above representing a direct, undivided
fractional share of the portion of the Installment Payments designated as principal, and to
B-2
receive on February 1 and August 1 of each year, commencing August 1, 2025 (the “Interest
Payment Dates”), until payment in full of said principal, the Registered Owner’s direct,
undivided fractional share of the Installment Payments designated as interest coming due
during the interest period immediately preceding each of the Interest Payment Dates. Interest
represented hereby shall be payable from the Interest Payment Date next preceding the date
of execution of this Certificate unless (a) this Certificate is executed after the close of business
on the 15th day of the month immediately preceding an Interest Payment Date and on or before
such Interest Payment Date, in which event interest shall be payable from such Interest
Payment Date, or (b) unless this Certificate is executed on or before July 15, 2025, in which
event interest shall be payable from the Original Issue Date identified above.
The Registered Owner’s share of the portion of the Installment Payments designated
as interest is the result of the multiplication of the aforesaid share of the portion of the
Installment Payments designated as principal by the Rate of Interest per annum identified
above, calculated on the basis of a 360-day year comprised of twelve 30-day months. Principal
represented hereby is payable in lawful money of the United States of America upon surrender
hereof at the Trust Office of the Trustee. Interest represented hereby is payable by check
mailed by first class mail by the Trustee on each Interest Payment Date to the Registered
Owner at such Owner’s address as it appears on the registration books of the Trustee as of
the close of business on the 15th day of the preceding month; provided, however, that at the
written request of the owner of Certificates in an aggregate principal amount of at least
$1,000,000, which written request is on file with the Trustee as of the 15th day of the month
preceding an Interest Payment Date, interest represented by such Certificates shall be paid
on such Interest Payment Date by wire transfer in immediately available funds to such account
within the United States of America as shall be specified in such request.
This Certificate is one of a series designated the “South Tahoe Public Utility District
2025 Water Revenue Certificates of Participation,” which have been executed and delivered
by the Trustee in the aggregate principal amount of $_______________ pursuant to a Trust
Agreement dated as of January 1, 2025, among the Trustee, the Corporation and the District
(the “Trust Agreement”).
The District has certified that it is authorized to enter into the Installment Sale
Agreement and the Trust Agreement under the laws of the State of California, for the purpose
of financing improvements to the Water System. Reference is hereby made to the Installment
Sale Agreement and the Trust Agreement (copies of which are on file at the Trust Office of the
Trustee) for a description of the terms on which the Certificates are delivered, the rights
thereunder of the owners of the Certificates, the rights, duties and immunities of the Trustee
and the rights and obligations of the District under the Installment Sale Agreement, to all of the
provisions of the Installment Sale Agreement and the Trust Agreement the Registered Owner
of this Certificate, by acceptance hereof, assents and agrees.
The District is obligated under the Installment Sale Agreement to pay the Installment
Payments relating to the Certificates from the Net Revenues of the Water System (as such
terms are defined in the Trust Agreement). The obligation of the District to pay the Installment
Payments does not constitute an obligation of the District for which the District is obligated to
levy or pledge any form of taxation or for which the District has levied or pledged any form of
taxation. The obligation of the District to pay the Installment Payments does not constitute a
debt of the District, the State of California or any of its political subdivisions, and does not
constitute an indebtedness within the meaning of any constitutional or statutory debt limitation
or restriction.
B-3
The Certificates maturing on August 1, 20__, are not subject to optional prepayment.
The Certificates maturing on or after August 1, 20__, are subject to optional prepayment in
whole or in part on any date on or after August 1, 20__, from prepayments of the Installment
Payments made at the option of the District under Section 7.2 of the Installment Sale
Agreement, at a prepayment price equal to 100% of the principal amount of Certificates or
portions thereof to be prepaid, together with accrued interest represented thereby to the
prepayment date, without premium.
The Certificates maturing on August 1, 20__, and August 1, 20__ (collectively, the
“Term Certificates”) are subject to mandatory sinking fund prepayment by lot on August 1 in
each year as set forth in the following table, from the principal components of the Installment
Payments relating to the Term Certificates which are required to be paid with respect to each
of such dates, at a prepayment price equal to 100% of the principal amount to be prepaid,
together with accrued interest represented thereby to the prepayment date, without premium,
as follows:
Term Certificates due August 1, 20__
Sinking Fund
Prepayment Date
(August 1)
Principal Amount
To Be Prepaid
20__ (maturity)
Term Certificates due August 1, 20__
Sinking Fund
Prepayment Date
(August 1)
Principal Amount
To Be Prepaid
20__ (maturity)
As provided in the Trust Agreement, notice of prepayment shall be mailed by the
Trustee by first class mail, postage prepaid, not less than 20 nor more than 60 days before the
prepayment date, to the registered owners of the Certificates to be prepaid, but neither failure
to receive such notice nor any defect in the notice so mailed shall affect the sufficiency of the
proceedings for prepayment or the cessation of accrual of interest represented thereby. If this
Certificate is called for prepayment and payment is duly provided therefor as specified in the
Trust Agreement, interest represented hereby shall cease to accrue from and after the date
fixed for prepayment.
The District has the right to rescind any notice of the optional prepayment of the
Certificates by written notice to the Trustee on or prior to the dated fixed for prepayment. Any
notice of optional prepayment shall be canceled and annulled if for any reason funds will not
be or are not available on the date fixed for prepayment for the payment in full of the Certificates
then called for prepayment, and such cancellation shall not constitute an event of default under
and as defined in the Trust Agreement. The District and the Trustee have no liability to the
B-4
Owners of the Certificates or any other party related to or arising from such rescission of
prepayment. The Trustee shall mail notice of such rescission of prepayment in the same
manner as the original notice of prepayment was sent under the Trust Agreement.
This Certificate is transferable by the Registered Owner hereof, in person or by his
attorney duly authorized in writing, at the Trust Office of the Trustee, but only in the manner,
subject to the limitations and upon payment of the charges, if any, provided in the Trust
Agreement and upon surrender and cancellation of this Certificate. Upon such transfer a new
Certificate or Certificates, of authorized denomination or denominations, representing the
same aggregate principal amount and representing the same rate of interest, will be delivered
to the transferee in exchange herefor. The District, the Corporation and the Trustee may treat
the Registered Owner hereof as the absolute owner hereof for all purposes, whether or not
this Certificate shall be overdue, and the District, the Corporation and the Trustee shall not be
affected by any notice to the contrary.
To the extent and in the manner permitted by the terms of the Trust Agreement, the
provisions of the Trust Agreement may be amended by the parties thereto with the written
consent of the owners of a majority in aggregate principal amount of the outstanding
certificates of participation delivered thereunder, and may be amended without such consent
under certain circumstances; provided that no such amendment shall extend the fixed maturity
of any Certificate or reduce the interest or principal represented thereby, without the express
consent of the owner of such Certificate.
The District has certified, recited and declared that all things, conditions and acts
required by the laws of the State of California, the Installment Sale Agreement and the Trust
Agreement to exist, to have happened and to have been performed precedent to and in the
delivery of the Certificates, do exist, have happened and have been performed in due time,
form and manner as required by law.
Unless this Certificate is presented by an authorized representative of The Depository
Trust Company, a New York corporation (“DTC”), to the Trustee for registration of transfer,
exchange, or payment, and any Certificate issued is registered in the name of Cede & Co. or
in such other name as is requested by an authorized representative of DTC (and any payment
is made to Cede & Co. or to such other entity as is requested by an authorized representative
of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.
IN WITNESS WHEREOF, this Certificate has been executed and delivered by U.S.
Bank Trust Company, National Association, as trustee, acting under the Trust Agreement.
Execution Date: ______________________, 2025
U.S. BANK TRUST COMPANY, NATIONAL
ASSOCIATION, as Trustee
By:
Authorized Officer
B-5
FORM OF ASSIGNMENT
For value received the undersigned do(es) hereby sell, assign and transfer unto
(Name, Address and Tax Identification or Social Security Number of Assignee)
the within registered Certificate and hereby irrevocably constitute(s) and appoint(s)
_______________________________ attorney, to transfer the same on the registration books
of the Trustee with full power of substitution in the premises.
Dated:
Signature Guaranteed:
Note: Signature(s) must be guaranteed by an eligible
guarantor institution (banks, stockbrokers, saving and loan
associations and credit unions with membership in an
approved signature medallion program) pursuant to
Securities and Exchange Commission Rule 17Ad-15.
Note: The signature(s) on this Assignment must
correspond with the name(s) as written on the face of
the within Certificate in every particular without
alteration or enlargement or any change whatsoever.
B-6
STATEMENT OF INSURANCE
C-1
APPENDIX C
CERTIFICATE OF THE DISTRICT REQUESTING DISBURSEMENT
FROM CONSTRUCTION FUND
$_______________
South Tahoe Public Utility District
2025 Water Revenue Certificates of Participation
Requisition No. _____
The undersigned hereby states and certifies that:
(i) I am the duly appointed, qualified and acting ____________ of the
South Tahoe Public Utility District (the “District”) and as such, am familiar with the facts
herein certified and am authorized to certify the same;
(ii) I am a “District Representative,” as such term is defined in that certain
Trust Agreement dated as of January 1, 2025 (the “Agreement”), by and among the
District, the CSDA Finance Corporation and U.S. Bank Trust Company, National
Association, as trustee (the “Trustee”);
(iii) under Section 3.03 of the Agreement, the undersigned hereby requests
and authorizes the Trustee to disburse from Construction Fund established under the
Agreement, to each payee designated on Schedule 1 attached hereto and by this
reference incorporated herein, the amount set forth opposite such payee, for payment
or reimbursement of previous payment of a Project Cost (as that term is defined in the
Agreement) as described on attached Schedule 1; and
(iv) no portion of the amount herein requested to be disbursed was set forth
in any requisition of the District previously filed requesting disbursement from the
Construction Fund, and all amounts to be disbursed are for Project Costs properly
payable from the Construction Fund.
Dated: __________, 20____
SOUTH TAHOE PUBLIC UTILITY DISTRICT
By:
______________________________________
Name:
Title:
C-2
SCHEDULE 1
Payee Name and Address Purpose of Obligation Amount
D-1
APPENDIX D
OUTSTANDING PARITY OBLIGATIONS
Outstanding Obligation
Date of
Agreement
Original
Principal
Amount
Interest
Rate
Final
Maturity
Installment Sale Agreement between the
District and the Public Property Financing
Corporation of California (the “2013
Installment Sale Agreement”), funded by
Compass Bank (the “2013 Installment
Sale Agreement”) April 1, 2013 $10,000,000 2.27% 1/01/2030
Safe Drinking Water State Revolving Fund
Funding Agreement No. SRF14C106,
Project Number 0910002-016C, between
the District and the State Department of
Public Health (the “2014 Funding
Agreement”) June 23, 2014 $3,605,919 0.00% 2044
State Revolving Fund Project No.
0910002-010C, Agreement No. D15-
02052 (Water Meter Installation Phase 2),
between the District and the State Water
Resources Control Board (the “2016
Water Meter Phase 2 SRF Agreement”) . Aug, 16, 2016 $2,032,745 1.60% 1/01/2037
State Revolving Fund Project No. C-06-
8220-110, Agreement No. D17-01007
(Water Meter Installation Phase 3-5), by
and between the District and the State
Water Resources Control Board (the
“2017 Water Meter Installation Phase 3-5
SRF Agreement”) Sep. 28, 2017 $14,010,534 1.80% 10/15/2050
State Revolving Fund Project No.
0910002-027C, Agreement No. D17-
02053 (Waterline Replacement Program)
between the District and the State Water
Resources Control Board (the “2018
Waterline Replacement Program SRF
Agreement”). Feb. 2, 2018 $3,627,005 1.70% 7/01/2049
State Revolving Fund Project No.
0910002-028C, Agreement No. D20-
02049 (Keller Heavenly Water System
Improvements Project), by and between
the District and the State Water
Resources Control Board (the “2021
Keller Heavenly Water System
Improvements SRF Agreement”) Aug. 25, 2021 $5,500,000 1.20% 10/15/2043
D-2
State Revolving Fund Project No.
0910002-029C, Agreement No. D2102004
(2022 Waterline Replacement Program)
by and between the District and the State
Water Resources Control Board (the
“2022 Waterline Replacement Program
SRF Agreement”). Feb. 23, 2022 $9,000,000 1.20% 1/01/2054
D-1
APPENDIX E
PROVISIONS RELATING TO
THE CERTIFICATE INSURANCE POLICY
The following terms and provisions are hereby incorporated into this Trust Agreement
by this reference. Such provisions shall control and supersede any conflicting or inconsistent
provisions in this Trust Agreement.
E-1
APPENDIX F
PROVISIONS RELATING TO
THE RESERVE POLICY
With respect to the Reserve Policy, notwithstanding anything to the contrary set forth
in this Trust Agreement, the District and the Trustee agree to comply with the following terms
and provisions, which are hereby incorporated into this Trust Agreement by this reference.
$_____
SOUTH TAHOE PUBLIC UTILITY DISTRICT
2025 WATER REVENUE CERTIFICATES OF PARTICIPATION
CERTIFICATE PURCHASE AGREEMENT
_________ __, 2025
South Tahoe Public Utility District
1275 Meadow Crest Drive
South Lake Tahoe, California 96150
Ladies and Gentlemen:
Oppenheimer & Co. Inc. (the “Underwriter”), acting not as fiduciary or agent for you, but on
behalf of itself, offers to enter into this Certificate Purchase Agreement (this “Purchase Agreement”)
with the South Tahoe Public Utility District (the “District”), which upon acceptance will be binding
upon the District and upon the Underwriter. This offer is made subject to the District’s acceptance by
the execution of this Purchase Agreement and its delivery to the Underwriter at or before 11:59 p.m.,
Pacific Time, on the date of this Purchase Agreement and, if not, so accepted will be subject to
withdrawal by the Underwriter upon notice delivered to the District at any time prior to the acceptance
hereof by the District.
The District acknowledges and agrees that: (i) the purchase and sale of the 2025 Water
Revenue Certificates of Participation (the “Certificates”) pursuant to this Purchase Agreement is an
arm’s-length commercial transaction between the District and the Underwriter, and that the
Underwriter has financial and other interests that differ from those of the District; (ii) in connection
therewith and with the discussions, undertakings and procedures leading up to the consummation of
such transaction, the Underwriter is and has been acting solely as principal and is not acting as a
Municipal Advisor (as defined in Section 15B of the Securities Exchange Act of 1934, as amended);
(iii) the Underwriter has not assumed an advisory or fiduciary responsibility in favor of the District
with respect to the offering contemplated hereby or the discussions, undertakings and procedures
leading thereto (irrespective of whether the Underwriter has provided other services or is currently
providing other services to the District on other matters); (iv) the only obligations that the Underwriter
has to the District with respect to the transaction contemplated hereby expressly are set forth in this
Purchase Agreement; and (v) the District has consulted its own legal, accounting, financial and/or
municipal, tax and other advisors to the extent that it has deemed appropriate for this transaction. The
District acknowledges that it has previously provided the Underwriter with an acknowledgement of
receipt of the required Underwriter disclosure under Rule G-17 of the Municipal Securities
Rulemaking Board (the “MSRB”).
Section 1. Obligation to Purchase.
Upon the terms and conditions and in reliance upon the representations, warranties and
agreements set forth herein, the District hereby agrees to cause to be executed and delivered by U.S.
Bank Trust Company, National Association (the “Trustee”), $_____ aggregate principal amount of
2
Certificates pursuant to a Trust Agreement, dated as of January 1, 2025 (the “Trust Agreement”), by
and among the District, the CSDA Finance Corporation (the “Corporation”), and the Trustee, and the
Underwriter hereby agrees to purchase all of the Certificates for offering to the public. The Certificates
shall be delivered in the form of current interest certificates and shall represent the fractional undivided
interests of the Owners thereof in installment payments payable by the District (the “Installment
Payments”) under an Installment Sale Agreement, dated as of January 1, 2025 (the “Installment Sale
Agreement”), by and between the District and the Corporation, representing principal installments and
interest payments payable at the rates per annum set forth in Appendix A hereto. Pursuant to the Trust
Agreement, the Corporation has assigned to the Trustee the Corporation’s right to receive and collect
the Installment Payments from the District and other amounts payable by the District to the
Corporation.
Interest with respect to the Certificates will be payable on each February 1 and August 1,
commencing August 1, 2025. The Certificates shall also represent principal payments due on the dates
and in the amounts set forth in Appendix A. The Certificates shall be as described in, shall be subject
to prepayment and shall be executed and delivered under and pursuant to the Trust Agreement.
Capitalized terms used in this Purchase Agreement and not otherwise defined herein shall have the
respective meanings set forth for such terms in the Trust Agreement.
The Underwriter agrees to make a bona fide initial public offering of all the Certificates at a
price not in excess of the initial public offering prices or yields not less than the yields to be set forth
in the Official Statement (defined below). Subsequent to the initial public offering, the Underwriter
reserves the right to change the public offering prices or yields as it deems necessary in connection
with the marketing of the Certificates, provided that the Underwriter shall not change the interest rates
set forth on Appendix A hereto.
The obligation of the District to make Installment Payments as set forth in the Installment Sale
Agreement constitutes an obligation payable from Net Revenues, consisting primarily of all income
and revenue received by the District from the operation or ownership of the water system of the District
(the “Water System”) remaining after payment of Operation and Maintenance Costs.
Neither the Certificates nor the obligation of the District to make the Installment Payments
constitutes a debt or indebtedness of such District, the Corporation, the County of El Dorado (the
“County”), the State of California (the “State”) or any of its political subdivisions within the meaning
of any constitutional or statutory debt limitation or restriction, or constitutes a pledge of the full faith
and credit of any of the District, the Corporation, the County, the State or any of its political
subdivisions.
The District will, pursuant to a Continuing Disclosure Certificate (the “Continuing Disclosure
Undertaking”), dated as of the Closing Date (defined below), undertake to provide certain annual
financial information and notices of the occurrence of certain listed events under federal securities
laws. A description of this undertaking is set forth in the Preliminary Official Statement and the
Official Statement (each as described herein).
The Certificates are being executed and delivered to: (i) finance a portion of the cost of capital
improvement projects of the District; and (ii) pay the costs of executing and delivering the Certificates.
[The scheduled payment of principal and interest with respect to the Certificates when due will be
guaranteed under a municipal bond insurance policy (the “Insurance Policy”) to be issued
concurrently with the execution and delivery of the Certificates by _____ (the “Insurer”). The Insurer
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will also issue, simultaneously with the execution and delivery of the Certificates, a municipal bond
debt service reserve insurance policy (the “Reserve Policy”) to be deposited into the Reserve Fund for
the Certificates.]
Section 2. Purchase Price.
The purchase price of the Certificates shall be $______ (which represents the total aggregate
principal amount with respect to the Certificates originally sold and delivered, plus/less a net original
issue premium/discount of $_____, less an Underwriter’s discount of $____).
Section 3. Official Statement.
(a) The Underwriter hereby represents that it has received and reviewed the
Preliminary Official Statement with respect to the Certificates dated ______ __, 2025 (as amended or
supplemented, the “Preliminary Official Statement”). The District represents that it has deemed the
Preliminary Official Statement to be “final” for purposes of Securities and Exchange Commission Rule
15c2-12(b)(1) promulgated under the Securities Exchange Act of 1934, as amended (the “Rule”),
except for the omission of certain information permitted to be omitted by such Rule, which generally
includes the offering price(s), interest rate(s), selling compensation, aggregate principal or issue
amount, principal amount per maturity, delivery date and rating(s) of and/or on the Certificates.
(b) The Underwriter agrees that prior to the time a final Official Statement relating
to the Certificates is available, the Underwriter will send to any potential purchaser of the Certificates,
upon the request of such potential purchaser, a copy of the most recent Preliminary Official Statement
relating to the Certificates. Such Preliminary Official Statement shall be sent by first class mail (or
other equally prompt means) not later than the first business day following the date such request is
received.
(c) The District hereby ratifies, confirms and approves the use and distribution by
the Underwriter before the date hereof of the Preliminary Official Statement and hereby authorizes the
Underwriter to use and distribute, in connection with the offer and sale of the Certificates: the
Preliminary Official Statement, the Official Statement, the District Agreements (defined below) and
other documents or contracts to which the District is a party in connection with the transactions
contemplated by this Purchase Agreement, including this Purchase Agreement and all information
contained herein, and all other documents, certificates and statements furnished by the District to the
Underwriter in connection with the transactions contemplated by this Purchase Agreement.
(d) Within seven (7) business days from the date hereof, and in any event not later
than two (2) business days before the Closing (defined below), the District shall deliver to the
Underwriter a final Official Statement relating to the Certificates dated the date hereof (such Official
Statement, including the cover page and all appendices attached thereto, together with all information
previously permitted to have been omitted by the Rule and any amendments or supplements and
statements incorporated by reference therein or attached thereto, as have been approved by the District,
Special Counsel (defined below), and the Underwriter, is referred to herein as the “Official
Statement”) and such additional conformed copies thereof as the Underwriter may reasonably request
in sufficient quantities to comply with the Rule, rules of the Municipal Securities Rulemaking Board
(the “MSRB”), and to meet potential customer requests for copies of the Official Statement. An
authorized officer of the District shall execute the Official Statement. Such final Official Statement
shall be substantially in the form of the Preliminary Official Statement, with only such changes therein
4
as shall have been accepted by the Underwriter and the District who hereby authorizes the Underwriter
to use and distribute the final Official Statement in connection with the offering and sale of the
Certificates. The District shall prepare the Official Statement, including any amendments thereto, in
word-searchable PDF format as described in the MSRB’s Rule G-32 and shall provide the electronic
copy of the word-searchable PDF format of the Official Statement to the Underwriter no later than one
(1) business day prior to the Closing Date to enable the Underwriter to comply with MSRB Rule G-32.
(e) The Underwriter agrees to file the Official Statement with the MSRB through
its Electronic Municipal Market Access (“EMMA”) system or as otherwise provided by the Securities
Exchange Commission or MSRB within one business day after receipt thereof from the District, but in
no event later than the Closing Date.
(f) References herein to the Preliminary Official Statement and the final Official
Statement include the cover page, inside cover page and all appendices, exhibits, maps, reports and
statements included therein or attached thereto.
Section 4. Closing.
(a) At or before 9:00 a.m., Pacific Time, on _______ __, 2025, or at such other
time or on such earlier or later date as the parties hereto shall agree (the “Closing Date”), the District
will deliver or cause to be delivered to the Underwriter through the facilities of The Depository Trust
Company (“DTC”), or at such other place upon which the Underwriter and the District may mutually
agree, the Certificates in the form of a single fully registered Certificate (which may be printed, copied
photostatically or typewritten) for each of the maturities of the Certificates, duly executed, and, at the
offices of Special Counsel (defined herein) in San Francisco, California, or at such other place as may
be mutually agreed upon, the other documents mentioned below (the “Closing”). Upon satisfaction of
all conditions to the Closing set forth herein, the Underwriter will accept such delivery and pay the
purchase price thereof in immediately available funds (by check, wire transfer or other manner of
payment as to which the Underwriter may mutually agree) to the order of the Trustee.
(b) The Certificates shall be executed and delivered under and in accordance with
the provisions of this Purchase Agreement and the Trust Agreement. The Certificates shall bear CUSIP
Service Bureau numbers, but the failure to print any such number on any of the Certificates shall not
constitute cause for a failure or refusal by the Underwriter to accept delivery of, or pay for, the
Certificates in accordance with this Purchase Agreement. The Certificates duly executed shall be made
available to the Underwriter, electronically, for inspection at least two (2) business days prior to the
Closing Date.
Section 5. Representations and Warranties of the District.
The District represents and warrants to the Underwriter that:
(a) The District is a public utility district that is duly organized and existing
pursuant to the Constitution and laws of the State of California and has all necessary power and
authority to adopt the resolution dated December 5, 2024 (the “Resolution”) relating to the Certificates
and to enter into and perform its duties under the Installment Sale Agreement, Trust Agreement,
Continuing Disclosure Undertaking and this Purchase Agreement (collectively, the “District
Agreements”), and, when validly authorized, executed and delivered by the other respective parties
thereto, the District Agreements will constitute legal, valid and binding obligations of the District
5
enforceable in accordance with their respective terms, except as enforcement may be limited by
bankruptcy, insolvency, moratorium or other similar laws or equitable principles relating to or limiting,
creditors’ rights generally.
(b) The execution and delivery by the District of the District Agreements and
compliance with the provisions thereof have been duly authorized by all necessary official action on
the part of the District and will not in any material respect conflict with or constitute a breach of or
default under any law, administrative regulation, court decree, resolution, charter, bylaw or any
agreement to which the District is subject or by which it is bound or by which its properties may be
affected, in each case which breach or default has or would have a material adverse effect upon the
ability of the District to perform its obligations under the District Agreements.
(c) Except as described in or contemplated by the Preliminary Official Statement
or the Official Statement or as may be required under Blue Sky or other securities laws of any state,
there is no consent, approval, authorization or other order, filing with, or certification by, any
regulatory authority having jurisdiction over the District required for the execution and delivery of the
Certificates or the entering into by the District of the District Agreements or the consummation by the
District of the transactions contemplated thereby and by this Purchase Agreement, except as have
already been obtained or will be obtained on or prior to the Closing Date.
(d) To the best of the District’s knowledge, there is no action, suit, proceeding or
investigation at law or in equity before or by any court or governmental agency or body pending with
respect to which proper notice has been duly served upon and received by the District, or threatened
against the District: (i) in any way questioning the corporate existence of the District or the titles of the
officers of the District to their respective offices; (ii) affecting, contesting or seeking to prohibit,
restrain or enjoin the issuance of any of the Certificates, or in any way contesting or affecting the
validity of the Certificates or the District Agreements or the consummation of the transactions
contemplated thereby, or contesting the exclusion of the interest component of the Installment
Payments from gross income for federal income tax purposes or contesting the powers of the District
to enter into the District Agreements; (iii) which, except as described in the Preliminary Official
Statement and the Official Statement, may result in any material adverse change to the financial
condition of the District or to its ability to pay the Installment Payments when due; or (iv) contesting
the completeness or accuracy of the Preliminary Official Statement or the Official Statement or any
supplement or amendment thereto or asserting that the Preliminary Official Statement or the Official
Statement contained any untrue statement of a material fact or omitted to state any material fact
required to be stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, and to the best of the District’s knowledge,
there is no basis for any action, suit, proceeding, inquiry or investigation of the nature described in this
paragraph.
(e) Preparation and distribution of the Official Statement pertaining to the
Certificates has been duly authorized by the District and the information contained therein as of the
date hereof and as of the Closing Date, as to the District and the Water System, is and will be true and
correct in all material respects and such information does not and will not contain any untrue or
misleading statement of a material fact or omit to state any material fact necessary to make the
statements therein, in light of the circumstances under which they were made, not misleading.
(f) The District agrees that if at any time prior to the End of the Underwriting
Period, as defined under the Rule, any event occurs as a result of which the Official Statement as then
6
in effect would include any untrue statement of a material fact or omit to state any fact necessary to
make the statements made therein not misleading in any material respect, the District shall cooperate
with the Corporation in promptly preparing an amendment or supplement that will correct such
statement or omission. The District will advise the Underwriter promptly of any proposal to so amend
or supplement the Official Statement and will effect such amendment or supplement in a form and
manner approved by the Underwriter, which approval shall not be unreasonably withheld. The Official
Statement as so supplemented or amended will not contain any untrue statement of a material fact or
omit to state any material fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which made, not misleading.
(g) The District agrees to cooperate with the Underwriter in endeavoring to qualify
the Certificates for offering and sale under the securities or Blue Sky laws of such jurisdictions of the
United States as the Underwriter may reasonably request; provided, however, that the District shall not
be required to subject itself to service of process in any jurisdiction in which it is not so subject as of
the date hereof.
(h) The District will, pursuant to its Continuing Disclosure Undertaking, agree to
provide or cause to be provided to the MSRB through its EMMA system and any public or private
repository or entity designated by the Securities and Exchange Commission for purposes of the Rule
certain annual financial information and operating data, and, in a timely manner, notice of certain listed
events respecting the Certificates in order to assist the Underwriter in complying with the Rule. Except
as disclosed in the Preliminary Official Statement and Official Statement, the District has not, within
the past five years, failed to comply in all material respects with its previous undertakings to provide
annual reports and notices of listed events.
(j) As of the date thereof, the Preliminary Official Statement did not contain any
untrue statement of a material fact or omit (other than as permitted by the Rule) to state a material fact
required to be stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading.
(k) Except as described in the Preliminary Official Statement and the Official
Statement, the District does not have outstanding any other indebtedness which indebtedness is secured
by a lien on the Net Revenues on a basis superior to or on a parity with the lien of the Installment
Payments on the Net Revenues.
(l) Between the date of this Purchase Agreement and the Closing Date, and except
as otherwise disclosed in the Preliminary Official Statement and the Official Statement, the District
will not, without the prior written consent of the Underwriter, offer or issue any bonds, notes or other
obligations for borrowed money, or incur any material liabilities, directly or contingently payable from
the Net Revenues.
(m) The financial statements of, and other financial information regarding the
District, in the Official Statement fairly present the financial position and results of the District as of
the dates and for the periods therein set forth. Prior to the Closing, there will be no adverse change of
a material nature in such financial position, results of operations or condition, financial or otherwise,
of the District. The District is not a party to any litigation or other proceeding pending or, to its
knowledge, threatened which, if decided adversely to the District, would have a materially adverse
effect on the financial condition of the District.
7
Section 6. Establishment of Issue Price.
(a) The Underwriter agrees to assist the District in establishing the issue price of
the Certificates and shall execute and deliver to the District at Closing an “issue price” or similar
certificate, together with the supporting pricing wires or equivalent communications, substantially in
the form attached hereto as Appendix B, with such modifications as may be appropriate or necessary,
in the reasonable judgment of the Underwriter, the District and Special Counsel, to accurately reflect,
as applicable, the sales price or prices or the initial offering price or prices to the public of the
Certificates.
(b) Except as otherwise set forth in Appendix A, the District will treat the first
price at which 10% of each maturity of the Certificates (the “10% test”) is sold to the public as the
issue price of that maturity. At or promptly after the execution of this Purchase Agreement, the
Underwriter shall report to the District the price or prices at which it has sold to the public each maturity
of Certificates. If at that time the 10% test has not been satisfied as to any maturity of the Certificates,
the Underwriter agrees to promptly report to the District the prices at which it sells the unsold
Certificates of that maturity to the public. That reporting obligation shall continue, whether or not the
Closing Date has occurred, until either: (i) the Underwriter has sold all Certificates of that maturity; or
(ii) the 10% test has been satisfied as to the Certificates of that maturity, provided that the
Underwriter’s reporting obligation after the Closing Date may be at reasonable periodic intervals or
otherwise upon request of the District or Special Counsel. For purposes of this Section, if Certificates
mature on the same date but have different interest rates, each separate CUSIP number within that
maturity will be treated as a separate maturity of the Certificates.
(c) The Underwriter confirms that it has offered the Certificates to the public on or
before the date of this Purchase Agreement at the offering price or prices (the “initial offering price”),
or at the corresponding yield or yields, set forth in Appendix A attached hereto. Appendix A also sets
forth, as of the date of this Purchase Agreement, the maturities, if any, of the Certificates for which the
10% test has not been satisfied and for which the District and the Underwriter agree that the restrictions
set forth in the next sentence shall apply, which will allow the District to treat the initial offering price
to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold-the-
offering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity
of the Certificates, the Underwriter will neither offer nor sell unsold Certificates of that maturity to any
person at a price that is higher than the initial offering price to the public during the period starting on
the sale date and ending on the earlier of the following:
(1) the close of the fifth business day after the sale date; or
(2) the date on which the Underwriter has sold at least 10% of the maturity
of the Certificates to the public that is no higher than the initial offering price to the public.
The Underwriter will advise the District promptly after the close of the fifth business day after
the sale date whether it has sold 10% of that maturity of the Certificates to the public at a price that is
no higher than the initial offering price to the public.
The District acknowledges that, in making the representation set forth in this subsection, the
Underwriter will rely on: (i) in the event that a selling group has been created in connection with the
initial sale of the Certificates to the public, the agreement of each dealer who is a member of the selling
group to comply with the requirements for establishing issue price of the Certificates, including, but
8
not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the
Certificates, as set forth in a selling group agreement and the related pricing wires; and (ii) in the event
that a third-party distribution agreement was employed in connection with the initial sale of the
Certificates to the public, the agreement of each broker-dealer that is a party to such agreement to
comply with the requirements for establishing issue price of the Certificates, including, but not limited
to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Certificates, as
set forth in the third-party distribution agreement and the related pricing wires. The District further
acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of
a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply
with its corresponding agreement to comply with the requirements for establishing issue price of the
Certificates, including, but not limited to, its agreement to comply with the hold-the-offering-price
rule, if applicable to the Certificates.
(d) The Underwriter confirms that: (i) any selling group agreement and any third-
party distribution agreement relating to the initial sale of the Certificates to the public, together with
the related pricing wires, contains or will contain language obligating each dealer who is a member of
the selling group and each broker-dealer that is a party to such third-party distribution agreement, as
applicable: (A)(1) to report the prices at which it sells to the public the unsold Certificates of each
maturity allocated to it, whether or not the Closing Date has occurred, until either all Certificates of
that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% test has
been satisfied as to the Securities of that maturity, provided that, the reporting obligation after the
Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter;
and (2) to comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by
the Underwriter; (B) to promptly notify the Underwriter of any sales of Certificates that, to its
knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial
sale of the Securities to the public (each such term being used as defined below); and (C) to
acknowledge that, unless otherwise advised by the dealer or broker-dealer, the Underwriter shall
assume that each order submitted by the dealer or broker-dealer is a sale to the public; and (ii) any
selling group agreement relating to the initial sale of the Certificates to the public, together with the
related pricing wires, contains or will contain language obligating each dealer that is a party to a third-
party distribution agreement to be employed in connection with the initial sale of the Certificates to
the public to require each broker-dealer that is a party to such third-party distribution agreement to:
(A) report the prices at which it sells to the public the unsold Certificates of each maturity allocated to
it, whether or not the Closing Date has occurred, until either all Certificates of that maturity allocated
to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied
as to the Certificates of that maturity, provided that, the reporting obligation after the Closing Date
may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer; and
(B) comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the
Underwriter or the dealer and as set forth in the related pricing wires.
(e) The Underwriter acknowledges that sales of any Certificates to any person that
is a related party to the Underwriter shall not constitute sales to the public for purposes of this Section.
Further, for purposes of this Section:
(1) “public” means any person other than an underwriter or a related party,
(2) “underwriter” means: (A) any person that agrees pursuant to a written
contract that the District (or with the lead underwriter to form an underwriting syndicate) to participate
in the initial sale of the Certificates to the public; and (B) any person that agrees pursuant to a written
9
contract directly or indirectly with a person described in clause (A) to participate in the initial sale of
the Certificates to the public (including a member of a selling group or a party to a third-party
distribution agreement participating in the initial sale of the Certificates),
(3) a purchaser of any Certificates is a “related party” to an underwriter if
the underwriter and the purchaser are subject, directly or indirectly, to: (i) more than 50% common
ownership of the voting power or the total value of their stock, if both entities are corporations
(including direct ownership by one corporation of another); (ii) more than 50% common ownership of
their capital interests or profits interests, if both entities are partnerships (including direct ownership
by one partnership of another); or (iii) more than 50% common ownership of the value of the
outstanding stock of the corporation or the capital interests or profit interests of the partnership, as
applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership
of the applicable stock or interests by one entity of the other); and
(4) “sale date” means the date of execution of this Purchase Agreement by
all parties.
Section 7. Conditions to the Obligations of the Underwriter.
The obligation of the Underwriter to accept delivery of and pay for the Certificates on the
Closing Date shall be subject, at the option of the Underwriter, to the accuracy in all material respects
of the representations, warranties and agreements on the part of the District contained herein and in the
Installment Sale Agreement, as of the date hereof and as of the Closing Date, to the accuracy in all
material respects of the statements of the officers and other officials of the Trustee, the Corporation
and the District made in any certificates or other documents furnished pursuant to the provisions hereof
or of the District Agreements, and to the performance by the Trustee, the Corporation and the District
of their respective obligations to be performed hereunder and under the District Agreements on or
prior to the Closing Date, and to the following additional conditions:
(a) As of the Closing Date, the District Agreements and the Official Statement
shall have been duly authorized, executed and delivered by the respective parties thereto, in
substantially the forms heretofore submitted to the Underwriter with only such changes as shall have
been agreed to in writing by the Underwriter, and said agreements shall not have been amended,
modified or supplemented, except as may have been agreed to in writing by the Underwriter, and there
shall have been taken in connection therewith, with the execution and delivery of the Certificates and
with the transactions contemplated thereby and by this Purchase Agreement, all such actions as Special
Counsel shall deem to be necessary and appropriate in order to permit it to render the opinion set forth
in Appendix E to the Official Statement.
(b) As of the Closing Date, the Official Statement shall not have been amended,
modified or supplemented, except as may have been agreed to by the Underwriter, the District and the
Corporation.
(c) Marketability Between the Date Hereof and the Closing. The market price or
marketability or the ability of the Underwriter to enforce contracts of the sale of the Certificates, at the
initial offering prices set forth in the official statement, in the reasonable opinion of the Underwriter,
shall not have been materially adversely affected by reason of any of the following:
10
(1) Legislation enacted or introduced in the Congress or passed by either
House of Congress, or favorably reported for passage to either House of Congress by any Committee
of such House to which such legislation has been referred for consideration, or introduced in the
Congress recommended for passage by the President of the United States, or a decision rendered by a
court established under Article III of the Constitution of the United States or by the United States Tax
Court, or an order, ruling, regulation (final, temporary or proposed) or official statement or made:
(i) by or on behalf of the United States Treasury Department or by
or on behalf of the Internal Revenue Service, with the purpose or effect, directly or indirectly, of
causing inclusion in gross income for purposes of federal income taxation of the Installment Payments
as would be received by the Corporation or the Trustee under the Installment Sale Agreement or upon
such interest portion of the Installment Payments as would be received by the owners of the
Certificates; or
(ii) by or on behalf of the Securities and Exchange Commission, or
any other governmental agency having jurisdiction over the subject matter thereof, to the effect that
the Certificates, or obligations of the general character of the Certificates, including any and all
underlying arrangements, are not exempt from registration under the Securities Act of 1933, as
amended, or that the Trust Agreement is not exempt from qualification under the Trust Indenture Act
of 1939, as amended;
(2) the declaration of war or engagement in or escalation of major military
hostilities by the United States or any other national emergency or international calamity relating to
the effective operation of the government or the financial community in the United States;
(3) the declaration of a general banking moratorium by federal, New York
or California authorities, or the general suspension of trading on any national securities exchange;
(4) the imposition by the New York Stock Exchange, other national
securities exchange, or any governmental authority, of any material restrictions not now in force with
respect to the Certificates, or obligations of the general character of the Certificates, or securities
generally, or the material increase of any such restrictions now in force;
(5) an order, decree or injunction of any court of competent jurisdiction, or
order, filing, regulation or official statement by the Securities and Exchange Commission, or any other
governmental agency issued or made to the effect that the issuance, offering or sale of obligations of
the general character of the Certificates, or the issuance, offering or sale of the Certificates, as
contemplated hereby or by the Official Statement, is or would be in violation of the federal securities
laws, as amended and then in effect;
(6) after the date hereof, up to and including the time of the Closing, there
has occurred any change in or particularly affecting the District, the District Agreements or the Net
Revenues as the foregoing matters are described in the Official Statement, which in the reasonable
professional judgment of the Underwriter materially impairs the investment quality of the Certificates;
(7) any event occurring, or information becoming known which, in the
reasonable judgment of the Underwriter, makes untrue in any material adverse respect any statement
or information contained in the Official Statement, or has the effect that the Official Statement contains
any untrue statement of a material fact or omits to state a material fact required to be stated therein or
11
necessary to make the statements made therein, in light of the circumstances under which they were
made, not misleading;
(8) the withdrawal, suspension, negative change or downgrading or
placement on credit watch of any underlying rating of the District’s outstanding indebtedness by a
national rating agency;
(9) [any rating of the Certificates or other obligations of the Insurer by a
national rating agency shall have been withdrawn or downgraded or placed on negative outlook or
negative watch;]
(10) there shall have occurred any materially adverse change in the affairs
or financial condition of the District;
(11) the occurrence of a major financial crisis, a material disruption in
commercial banking or securities settlement or clearance services, or a material disruption or
deterioration in the fixed income or municipal securities market which, in the Underwriter’s reasonable
judgment, materially adversely affects the marketability or market price of the Certificates;
(12) legislation enacted by the State legislature or a decision rendered by a
State Court, or a ruling, order or regulation (final or temporary) made by a State authority, would have
the effect of changing, directly or indirectly, the consequences of interest on obligations of the general
character of the Certificates in the hands of the holders thereof; or
(13) any fact or event shall exist or have existed that, in the Underwriter’s
reasonable judgment, requires or has required an amendment of or supplement to the Official
Statement.
(d) On or prior to the Closing Date, the Underwriter shall receive satisfactory
evidence that the Certificates have been assigned the ratings set forth on the cover of the Official
Statement, and that such ratings have not been lowered, withdrawn or placed under review or “Credit
Alert” prior to the Closing Date.
(e) On or prior to the Closing Date, the Underwriter shall have received the
following documents, in each case satisfactory in form and substance to the Underwriter:
(1) the District Agreements, each duly executed and delivered by the
respective parties thereto, with such amendments, qualifications or supplements as may have been
agreed to in writing by the Underwriter;
(2) an approving opinion of Jones Hall, A Professional Law Corporation
(“Special Counsel”) substantially in the form included as Appendix E to the Official Statement, dated
the Closing Date and addressed to the District, and a reliance letter addressed to the Underwriter and
Trustee, of Special Counsel, together with an additional supplemental opinion in a form acceptable to
the Underwriter, dated the Closing Date and addressed to the Underwriter, to the effect that:
(i) the District has full right and lawful authority to enter into and
perform its duties under the District Agreements, and the District Agreements have been duly
authorized, executed and delivered by the District and, assuming due authorization, execution and
delivery by the other respective parties thereto, constitute legal, valid and binding obligations of the
12
District, enforceable in accordance with their terms, except as the same may be limited by bankruptcy,
insolvency, reorganization, moratorium or other laws affecting creditor’s rights or remedies and are
subject to general principals of equity (regardless of whether such enforceability is considered in equity
or at law);
(ii) the statements contained in the Official Statement in the
sections entitled “INTRODUCTION,” “THE CERTIFICATES,” “SECURITY AND SOURCES OF
PAYMENT FOR THE CERTIFICATES,” “TAX MATTERS” and “CONTINUING DISCLOSURE”
and “APPENDIX C – “SUMMARY OF CERTAIN PROVISIONS OF THE LEGAL DOCUMENTS,”
insofar as such statements purport to summarize certain provisions of the Certificates, the Installment
Sale Agreement, the Trust Agreement, the Continuing Disclosure Undertaking and the form and
content of Special Counsel’s approving opinion with respect to the exclusion from gross income for
federal income tax purposes and exemption from present State of California personal income taxes of
the interest component of Installment Payments, present a fair and accurate summary of such
provisions therein; and
(iii) the Certificates are not subject to the registration requirements
of the Securities Act of 1933, as amended, and the Trust Agreement is exempt from qualification
pursuant to the Trust Indenture Act of 1939, as amended;
(3) a letter of Jones Hall, A Professional Law Corporation, San Francisco,
California, as disclosure counsel (“Disclosure Counsel”) addressed to the Underwriter, the District
and the Corporation, to the effect that, based upon the information provided to such counsel in the
course of their participation in the preparation of the Preliminary Official Statement and the Official
Statement, and without having undertaken to determine independently the accuracy or completeness
of the statements contained in the Preliminary Official Statement or the Official Statement, such
counsel have no reason to believe that the Preliminary Official Statement, as of its date or the date of
this Purchase Agreement, or the Official Statement, as of its date and as of the Closing Date (except
for any financial statements and other financial, statistical or engineering data, numbers, charts,
estimates, projections, assumptions or expressions of opinion, any information about valuation,
appraisals, absorption, archeological or environmental matters included therein, the appendices thereto,
and information relating to [the Insurer, the Insurance Policy, the Reserve Policy,] The Depository
Trust Company and its book-entry only system, as to which no view need be expressed) contained or
contains any untrue statement of a material fact or omitted or omits to state any material fact necessary
in order to make the statements therein, in the light of the circumstances under which they were made,
not misleading;
(4) an opinion of counsel to the Trustee, addressed to the Underwriter,
together with a reliance letter addressed to the Corporation and the District, dated the Closing Date to
the effect that:
(i) the Trustee has been duly organized and is validly existing and
in good standing as a national banking association under the laws of the United States with full
corporate power to undertake the trust of the Trust Agreement;
(ii) assuming the corporate power and legal authority of, and the
due authorization, execution and delivery by the Corporation and the District of the Trust Agreement,
the Trust Agreement constitutes the legal, valid and binding agreement of the Trustee, enforceable
against the Trustee in accordance with its terms, except as enforcement may be limited by bankruptcy,
13
insolvency, moratorium, reorganization or other similar laws or equitable principles relating to or
limiting creditors’ rights generally;
(iii) the Certificates have been validly authorized, executed and
delivered by the Trustee; and
(iv) exclusive of federal or state securities laws’ requirements, no
authorization, approval, action or other filing with any governmental agency or, to such counsel’s
knowledge, any other person or corporation is required for the valid authorization, execution and
delivery of the Trust Agreement;
(5) an opinion of general counsel to the District, addressed to the District,
the Trustee and the Underwriter, dated the Closing Date, to the effect that:
(i) the District is duly organized and validly existing as a public
utility district under the laws of the State of California;
(ii) the Resolution was duly adopted at a meeting of the governing
body of the District which was called and held pursuant to law and with all public notice required by
law and at which a quorum was present and acting throughout;
(iii) except as disclosed in the Official Statement, no action, suit,
proceeding, inquiry or investigation, at law or in equity, before or by any court, regulatory agency,
public board or body is pending with respect to which proper notice has been duly served upon and
received by the District or, to the best of our knowledge, threatened against the District which would
materially adversely affect the ability of the District to perform its obligations under the District
Documents, the Certificates, or seeking to restrain or to enjoin the execution and delivery of the
Certificates, or the application of the proceeds thereof in accordance with the Trust Agreement, or in
any way contesting or affecting the validity or enforceability of the District Documents or the
Certificates or the accuracy of the Official Statement, or any action of the District contemplated by any
of said documents; and
(iv) to the best of such counsel’s knowledge after due inquiry, the
execution and delivery of the District Documents by the District and compliance by the District with
the provisions thereof, under the circumstances contemplated thereby, do not and will not in any
material respect conflict with or constitute on the part of the District a breach of or default under any
agreement or other instrument applicable to or binding upon the District, or any existing law,
regulation, court order, or consent decree to which the District is subject, in each case which breach or
default has or would have a material adverse effect upon the ability of the District to perform its
obligations under the District Agreements;
(6) an opinion of counsel to the Corporation, addressed to the Corporation,
the Trustee and the Underwriter, dated the Closing Date, to the effect that:
(i) the Corporation is duly organized and validly existing as a
nonprofit public benefit corporation under the laws of the State of California and is possessed of full
power to own and hold real and personal property and to lease and sell the same;
14
(ii) the resolution of the Corporation approving and authorizing the
execution and delivery of the Trust Agreement and the Installment Sale Agreement (collectively, the
“Corporation Documents”) was duly adopted at a meeting of the governing body of the Corporation
which was called and held pursuant to law and with all public notice required by law and at which a
quorum was present and acting throughout;
(iii) the Corporation Documents have been duly authorized,
executed and delivered by the Corporation and, assuming due authorization, execution and delivery by
the other respective parties thereto, constitute legal, valid and binding obligations of the Corporation,
enforceable in accordance with their terms, except as the same may be limited by bankruptcy,
insolvency, reorganization, moratorium or other laws affecting creditor’s rights or remedies and are
subject to general principals of equity (regardless of whether such enforceability is considered in equity
or at law);
(iv) except as disclosed in the Official Statement, no action, suit,
proceeding, inquiry or investigation, at law or in equity, before or by any court, regulatory agency,
public board or body is pending with respect to which proper notice has been duly served upon and
received by the Corporation or, to the best of our knowledge, threatened against the Corporation which
would materially adversely affect the ability of the Corporation to perform its obligations under the
Corporation Documents, or in any way contesting or affecting the validity or enforceability of the
Corporation Documents or the accuracy of the Official Statement, or any action of the Corporation
contemplated by any of said documents; and
(v) to the best of such counsel’s knowledge after due inquiry, the
execution and delivery of the Corporation Documents by the Corporation and compliance by the
Corporation with the provisions thereof, under the circumstances contemplated thereby, do not and
will not in any material respect conflict with or constitute on the part of the Corporation a breach of or
default under any agreement or other instrument applicable to or binding upon the Corporation, or any
existing law, regulation, court order, or consent decree to which the Corporation is subject, in each
case which breach or default has or would have a material adverse effect upon the ability of the
Corporation to perform its obligations under the Corporation Documents;
(7) a certificate of the District, dated the Closing Date, signed by an official
of the District as may be acceptable to the Underwriter, and in form and substance satisfactory to the
Underwriter, to the effect that:
(i) the District is a public utility district that is duly organized and
validly existing pursuant to the laws of the State of California;
(ii) the District Agreements have been validly authorized and duly
executed and delivered by an authorized officer of the District designated for such purpose in the
applicable Resolution, and constitute the valid and binding limited obligations of the District
enforceable in accordance with their respective terms; provided, however, that the representation as to
enforceability may be limited by bankruptcy, moratorium, insolvency or other laws affecting creditor’s
rights and may be subject to general principles of equity;
(iii) the representations and agreements of the District contained in
the District Agreements, as the case may be, are true and correct in all material respects as of the
Closing Date;
15
(iv) the District has complied with all agreements, covenants and
conditions to be complied with by the District on or prior to the Closing Date under the District
Agreements;
(v) the information contained in the Official Statement (except as
to [the Insurer, the Insurance Policy, the Reserve Policy], DTC and its book-entry only system) is true
and correct and does not contain any untrue statement of material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading in any material respect;
(vi) insofar as it will have a material adverse effect on the ability of
the District to enter into, carry out or perform its obligations under the District Documents or to
consummate the transactions contemplated thereby, the District is not in material breach of or default
under any applicable judgment or decree or any loan agreement, indenture, bond, note, resolution,
agreement or other instrument to which the District is a party or to which the District or any of its
property or assets is otherwise subject, and, to the best of such authorized representative’s knowledge,
no event has occurred and is continuing which with the passage of time or the giving of notice, or both,
would constitute such a default or event of default under any such instrument; and
(vii) the District has obtained insurance as required by the
Installment Sale Agreement, such policies are in full force and effect and have not been revoked or
rescinded and, in compliance with the Installment Sale Agreement;
(8) a certificate of the Corporation, dated the Closing Date, signed by an
authorized representative of the Corporation as may be acceptable to the Underwriter, and in form and
substance satisfactory to the Underwriter, to the effect that:
(i) the Corporation Documents have each been validly authorized
and duly executed and delivered by the officers of the Corporation designated for such purpose in the
Resolution of the Board of Directors of the Corporation and each constitutes the valid and binding
limited obligations of the Corporation enforceable in accordance with their respective terms; provided,
however, that the representation as to enforceability may be limited by bankruptcy, moratorium,
insolvency or other laws affecting creditor’s rights and may be subject to general principles of equity;
(ii) the representations and agreements of the Corporation
contained in the Corporation Documents, as the case may be, are true and correct in all material respects
as of the Closing Date;
(iii) the Corporation has complied with all agreements, covenants
and conditions to be complied with by the Corporation on or prior to the Closing Date under the
Corporation Documents; and
(iv) the information contained in the Official Statement as to the
Corporation is true and correct and does not contain any untrue statement of material fact or omit to
state a material fact required to be stated therein or necessary to make the statements therein, in light
of the circumstances under which they were made, not misleading in any material respect;
16
(9) a certificate of the Trustee, dated the Closing Date, signed by a duly
authorized officer of the Trustee, and in form and substance satisfactory to the Underwriter, to the
effect that:
(i) to the knowledge of the Trustee, the representations and
agreements of the Trustee in the Trust Agreement are true and correct in all material respects as of the
Closing Date;
(ii) to the knowledge of the Trustee, no litigation is pending or
threatened against the Trustee (either in state or federal courts): (A) seeking to restrain or enjoin the
execution or delivery by the Trustee of any of the Certificates; or (B) in any way contesting or affecting
any authority of the Trustee for the execution or delivery of the Certificates or the validity or
enforceability of the Certificates or the Trust Agreement;
(iii) the Trustee has duly executed and delivered the Certificates to
or upon the order of the Underwriter; and
(iv) assuming the corporate power and legal authority of, and the
due authorization, execution and delivery by the Corporation and the District of the Trust Agreement,
the Trust Agreement constitutes the valid and binding agreement of the Trustee, enforceable against
the Trustee in accordance with their terms, except as enforcement may be limited by bankruptcy,
insolvency, moratorium, reorganization or other similar laws or equitable principles relating to or
limiting creditors’ rights generally;
(10) certified copies of resolutions of the Trustee, the District and the
Corporation, as the case may be, authorizing, as applicable, the execution, sale and delivery of the
Certificates and the Installment Sale Agreement, the Trust Agreement, the Continuing Disclosure
Undertaking and this Purchase Agreement, the distribution of the Preliminary Official Statement, and
the distribution of the Official Statement;
(11) a tax certificate or agreement of the District in form and substance
satisfactory to Special Counsel;
(12) evidence that the federal tax information form 8038-G has been
prepared by Special Counsel for filing in connection with the Certificates;
(13) a copy of the filings made for the Certificates and the Installment Sale
Agreement with the California Debt and Investment Advisory Commission in accordance with
Sections 8855 and 53583, as applicable, of the California Government Code;
(14) a certificate of Bartle Wells Associates, Berkeley, California,
municipal advisor to the District (the “Municipal Advisor”), dated the Closing Date and addressed to
the District and the Underwriter, to the effect that while the Municipal Advisor has not independently
verified or undertaken an independent investigation of the information in the Preliminary Official
Statement and the Official Statement, based on its participation in the preparation and review of the
Preliminary Official Statement and Official Statement, no information has come to its attention which
would lead it to believe that the information contained in the Preliminary Official Statement, as of its
date and as of the date of this Purchase Agreement and the Official Statement, as of its date and the
Closing Date, is not true or correct in all material respects, or that the Preliminary Official Statement,
17
as of its date and as of the date of this Purchase Agreement and the Official Statement, as of its date
and the Closing Date contains any untrue statement of a material fact or omits to state a material fact
where necessary to make a statement not misleading in light of the circumstances under which it was
made (except that no opinion or belief need be expressed as to any financial statements or other
financial, statistical or engineering data or forecasts, numbers, charts, estimates, projections,
assumptions, or expressions of opinion, any information about valuation, appraisals, absorption,
archeological or environmental matters, or any information with respect to DTC and its book-entry-
only system).
(15) evidence satisfactory to the Underwriter that the Certificates shall have
received the ratings as set forth in the Official Statement and that any such ratings have not been
revoked or downgraded;
(16) [the Insurance Policy and Reserve Policy, each duly executed by the
Insurer;
(17) a certificate or certificates of the Insurer, dated the Closing Date, as to
the accuracy of the information relating to the Insurer and the Insurance Policy included in the Official
Statement and such other matters reasonably requested by the Underwriter and Special Counsel;
(18) an opinion of counsel to the Insurer, dated the Closing Date, addressed
to the District and the Underwriter, in form and substance satisfactory to the Underwriter and Special
Counsel;]
(19) the opinion of Kutak Rock LLP, Irvine, California, counsel to the
Underwriter (“Underwriter’s Counsel”), dated the Closing Date, addressed to the Underwriter, in
form and substance satisfactory to the Underwriter;
(20) a parity debt certificate of the District and associated verification
certificate of a certified public account;
(21) an executed Blanket Issuer Letter of Representations between the
District and DTC; and
(22) such additional legal opinions, certificates, proceedings, instruments
and other documents as the Underwriter or Special Counsel may reasonably request.
(f) Notwithstanding anything to the contrary herein contained, if for any reason
whatsoever the Certificates shall not have been delivered by the District to the Underwriter prior to the
close of business, California time, on the Closing Date, then the obligation to purchase Certificates
hereunder shall terminate and be of no further force or effect.
If the District shall be unable to satisfy the conditions to the Underwriter’s obligations
contained in this Purchase Agreement or if the Underwriter’s obligations shall be terminated for any
reason permitted by this Purchase Agreement, this Purchase Agreement may be cancelled by the
Underwriter at, or at any time prior to, the time of Closing. Notice of such cancellation shall be given,
to the District in writing, or by telephone or telegraph, confirmed in writing. Notwithstanding any
provision herein to the contrary, the performance of any and all obligations of the District hereunder
18
and the performance of any and all conditions contained herein for the benefit of the Underwriter may
be waived by the Underwriter in writing at its sole discretion.
Section 8. Changes in Official Statement.
After the Closing Date: (a) neither the Corporation nor the District will adopt any amendment
of or supplement to the Official Statement to which, after having been furnished with a copy, the
Underwriter shall object in writing; and (b) if any event relating to or affecting the Trustee, District or
the Corporation shall occur as a result of which it is necessary, in the opinion of the Underwriter, to
amend or supplement the Official Statement to make the Official Statement not misleading in light of
the circumstances existing at the time such is delivered to a purchaser, the Corporation and the District
shall cause to be forthwith prepared and furnished to the Underwriter (at the expense of the District for
twenty-five (25) days from the Closing Date and otherwise at the expense of the Underwriter) a
reasonable number of copies of an amendment of or supplement to the Official Statement (in form and
substance satisfactory to the Underwriter) that will amend or supplement the Official Statement so that
it will not contain any untrue statement of a material fact or omit to state a material fact necessary in
order to make the statements made therein, in light of the circumstances existing at the time it is
delivered to a purchaser, not misleading.
Section 9. Expenses.
(a) All expenses and costs of the Corporation or the District incident to the
performance of their obligations in connection with the authorization, execution, sale and delivery of
the Certificates to the Underwriter, including: (i) the cost of preparation, printing, execution and
delivery of the Certificates; (ii) the acceptance fees of the Trustee and any fees and expenses of
Trustee’s counsel; (iii) any fees charged by any rating agency in connection with obtaining a rating for
the Certificates, including interstate travel, expenses and fees; (iv) the cost of preparation, distribution
and delivery of the Preliminary Official Statement and the final Official Statement; (v) the fees and
expenses of Special Counsel and Disclosure Counsel; (vi) the fees and expenses of Municipal Advisor
to the District; (vii) any premium or fees charged by a credit provider for the credit enhancement of
the Certificates; [(viii) the premiums for the Insurance Policy and Reserve Policy due to the Insurer]
and (ix) expenses for travel, lodging, and subsistence related to rating agency visits and other meetings
connected to the authorization, sale, issuance and distribution of the Certificates, shall be paid by the
District, as set forth in the Trust Agreement.
(b) The District has agreed to pay the Underwriter’s discount set forth in Section
2 of this Purchase Agreement, and inclusive in the expense component of the Underwriter’s discount
are expenses incurred or paid for by the Underwriter on behalf of the District in connection with the
marketing, execution, and delivery of the Certificates, including, but not limited to, advertising
expenses, fees and expenses of Underwriter’s Counsel, the costs of any Preliminary and Final Blue
Sky Memoranda, CUSIP fees, the California Debt and Investment Advisory Commission fee, and
transportation, lodging, and meals for the District’s employees and representatives.
If this Purchase Agreement shall be terminated by the Underwriter because of any failure or
refusal on the part of the District to comply with the terms or to fulfill any of the conditions of this
Purchase Agreement, or if for any reason the District shall be unable to perform its obligations under
this Purchase Agreement, the District will reimburse the Underwriter for all out-of-pocket expenses
(including the fees and disbursements of Underwriter’s Counsel) reasonably incurred by the
Underwriter in connection with this Purchase Agreement or the offering contemplated hereunder.
19
Section 10. Notices.
Any notices to be given the Underwriter shall be given in writing to Oppenheimer & Co. Inc.,
135 Main Street, Suite 1700, San Francisco, CA 94105, Attention: Public Finance Department. Any
notices to be given to the District shall be given in writing to 1275 Meadow Crest Drive, South Lake
Tahoe, California 96150.
Section 11. No Assignment.
This Purchase Agreement has been executed by the District and the Underwriter, and shall
inure to the benefit of the District and the Underwriter and their respective successors or assigns and
no persons other than the foregoing shall acquire or have any right under or by virtue of this Purchase
Agreement. All of the representations, warranties and agreements contained in this Purchase
Agreement shall survive the delivery of and payment for the Certificates and any termination hereof.
Section 12. Applicable Law.
This Purchase Agreement shall be interpreted, governed and executed in accordance with the
laws of the State of California applicable to contracts made and performed in such state.
Section 13. Effectiveness.
This Purchase Agreement shall become effective upon the execution hereof by the Underwriter
and the District and shall be valid and enforceable from and after the time of such execution.
Section 14. Severability.
In the event any provision of this Purchase Agreement shall be declared invalid or
unenforceable by any court of competent jurisdiction, such shall not invalidate or render unenforceable
any other provision hereof.
Section 15. Execution in Counterparts; Electronic Signatures and Electronic Records.
This Purchase Agreement may be executed and entered into in several counterparts, including
counterparts that are manually executed and counterparts that are executed with an electronic signature,
each of which shall be deemed an original, and all of which shall constitute but one and the same
instrument. The person associated with any such signature shall be deemed to have had the intent to
sign this Purchase Agreement with an electronic signature and agrees that execution of this Purchase
Agreement by electronic signature is attributable to such person. All parties executing this Purchase
Agreement expressly agree under the California Uniform Electronic Transactions Act (“UETA”)
(California Civil Code §1633.1 et seq.), that this Purchase Agreement and all other agreements,
certificates, opinions and similar records (“documents”) relating to the Certificates constitute a
“transaction” under the UETA and expressly agree to allow all aspects of the transaction to which the
UETA can apply to be conducted by electronic means. For these purposes, a signature by fax, e-mail,
or other electronic technology on a document relating to the Certificates shall constitute an “electronic
signature” to an “electronic record” under the UETA with respect to this specific transaction.
An electronic signature means a signature that is executed by symbol attached to or logically
associated with a record and includes facsimile signatures or signatures transmitted by electronic mail
in so-called PDF format. All parties to this Purchase Agreement: (a) agree that an electronic signature,
20
whether digital or encrypted, of a party to this Purchase Agreement or any other electronic record
associated with the Certificates is intended to authenticate this writing and to have the same force and
effect as a manual signature; (b) intended to be bound by the signatures (whether original, faxed, or
electronic) on any document relating to the Certificates sent or delivered by facsimile or electronic
mail or other electronic means; (c) are aware that the other party(ies) will rely on such signatures; and,
(d) hereby waive any defenses to the enforcement of the terms of this Purchase Agreement or any other
document related to the Certificates based on the foregoing forms of signature.
[Remainder of Page Intentionally Left Blank.]
S-1
IN WITNESS WHEREOF, each of the undersigned has executed this Purchase Agreement by
its duly authorized officer, effective as of the day and year first above written.
OPPENHEIMER & CO. INC., as Underwriter
By___________________________________
Authorized Officer
Accepted as of the date hereof:
SOUTH TAHOE PUBLIC UTILITY
DISTRICT
By___________________________________
Authorized Officer
Time of Execution: _____________ p.m.
California time
A-1
APPENDIX A
MATURITY SCHEDULE
$_____
SOUTH TAHOE PUBLIC UTILITY DISTRICT
2025 WATER REVENUE CERTIFICATES OF PARTICIPATION
Maturity
(August 1)
Principal
Component
Interest
Rate Yield Price
10% Test
Satisfied as
of
Sale Date*
Hold-the-
Offering-
Price Rule
Applies
20__ $ % %
___________________________________
(C) Yield to the first optional prepayment date of August 1, 20__ at [par].
(T) Term Certificate.
* At the time of execution of this Certificate Purchase Agreement and assuming orders are confirmed by the close of
the business day immediately following the date of this Certificate Purchase Agreement.
B-1
APPENDIX B
FORM OF ISSUE PRICE CERTIFICATE
$_____
SOUTH TAHOE PUBLIC UTILITY DISTRICT
2025 WATER REVENUE CERTIFICATES OF PARTICIPATION
The undersigned, Oppenheimer & Co. Inc. (“Oppenheimer”) based on the information
available to it, hereby certifies as set forth below with respect to the sale and issuance of the above-
captioned obligations (the “Certificates”).
A. Issue Price.
1. Sale of the General Rule Maturities. As of the date of this certificate, for each
Maturity of the General Rule Maturities, the first price at which at least 10% of such Maturity was sold
to the Public as of the date of execution of the Certificate Purchase Agreement, is the respective price
listed in Schedule A.
2. Defined Terms.
(a) General Rule Maturities means those Maturities of the Certificates listed in
Schedule A hereto as the “General Rule Maturities.”
(b) Issuer means the South Tahoe Public Utility District.
(c) Maturity means Certificates with the same credit and payment terms.
Certificates with different maturity dates, or Certificates with the same maturity date but
different stated interest rates, are treated as separate maturities.
(d) Public means any person (including an individual, trust, estate, partnership,
association, company, or corporation) other than an Underwriter or a Related Party to the
Underwriter.
(e) Underwriter means: (i) any person that agrees pursuant to a written contract
with the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate
in the initial sale of the Certificates to the Public; and (ii) any person that agrees pursuant to a
written contract directly or indirectly with a person described in clause (i) of this paragraph to
participate in the initial sale of the Certificates to the Public (including a member of a selling
group or a party to a third-party distribution agreement participating in the initial sale of the
Certificates to the Public).
(f) Related Party means any entity if the Underwriter and such entity are subject,
directly or indirectly, to: (i) more than 50 percent common ownership of the voting power or
the total value of their stock, if both entities are corporations (including direct ownership by
one corporation of another); (ii) more than 50 percent common ownership of their capital
interests or profit interests, if both entities are partnerships (including direct ownership by one
partnership of another); or (iii) more than 50 percent common ownership of the value of the
outstanding stock of the corporation or the capital interests or profit interests of the partnership,
B-2
as applicable, if one entity is a corporation and the other entity is a partnership (including direct
ownership of the applicable stock or interests by one entity of the other).
We understand that the representations contained herein may be relied upon by the Issuer in
making certain of the representations contained in the Tax Certificate, and we further understand that
Jones Hall, A Professional Law Corporation, as special counsel, may rely upon this certificate, among
other things, in providing an opinion with respect to the exclusion from gross income of interest on the
Certificates pursuant to Section 103 of the Internal Revenue Code of 1986, as amended (the “Code”).
The undersigned is certifying only as to facts in existence on the date hereof. Nothing herein represents
the undersigned’s interpretation of any laws; in particular the regulations under the Code, or the
application of any laws to these facts. The certifications contained herein are not necessarily based on
personal knowledge, but may instead be based on either inquiry deemed adequate by the undersigned
or institutional knowledge (or both) regarding the matters set forth herein. Except as expressly set
forth above, the certifications set forth herein may not be relied upon or used by any third party or for
any other purpose.
The undersigned is authorized to execute this certificate on behalf of the Underwriter, which
certifications are not necessarily based on personal knowledge, but may instead be based on either
inquiry deemed adequate by the undersigned or institutional knowledge (or both) regarding the matters
set forth herein.
OPPENHEIMER & CO. INC., as Underwriter
By: ________________________________
Authorized Officer
B-3
SCHEDULE A
SALES PRICES
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PRELIMINARY OFFICIAL STATEMENT DATED ___________, 2025
NEW ISSUE-FULL BOOK-ENTRY RATING: S&P: [INSURED: “__”]
[UNDERLYING]: “__”
See “RATING” herein.
In the opinion of Jones Hall, A Professional Law Corporation, San Francisco, California, Special Counsel, subject, however to certain
qualifications described herein, under existing law, the portion of Installment Payments designated as and comprising interest and received
by the owners of the Certificates is excluded from gross income for federal income tax purposes, and such interest is not an item of tax
preference for purposes of the federal alternative minimum tax. The portion of Installment Payments designated as and comprising interest
may be subject to the corporate alternative minimum tax. In the further opinion of Special Counsel, such interest is exempt from California
personal income taxes. See "TAX MATTERS."
$_____________*
South Tahoe Public Utility District
2025 Water Revenue Certificates of Participation
Dated: Date of Delivery Due: August 1, as shown on the inside cover
Certificate Terms. The above-referenced certificates of participation (the “Certificates”) are being executed and delivered
by U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), pursuant to a Trust Agreement, dated as of January 1,
2025 (the “Trust Agreement”), by and among the South Tahoe Public Utility District (the “District”), the CSDA Finance Corporation
(the “Corporation”) and the Trustee. Interest on the Certificates will be payable on February 1 and August 1 of each year, commencing
August 1, 2025. Payments of the principal of, premium, if any, and interest on the Certificates will be made directly to The Depository
Trust Company (“DTC”), or its nominee, Cede & Co., by the Trustee so long as DTC or Cede & Co. is the registered owner of the
Certificates.
Purpose. The Certificates are being executed and delivered to (i) finance capital improvement projects of the District, as
described herein, (ii) provide a debt service reserve through the purchase of a reserve fund policy, and (iii) pay the costs of executing
and delivering the Certificates. See “PLAN OF FINANCE.”
Registration. The Certificates are being delivered as fully registered certificates, registered in the name of Cede & Co. as
nominee of DTC, and will be available to ultimate purchasers in the denomination of $5,000 or any integral multiple thereof, under the
book-entry system maintained by DTC. Ultimate purchasers of Certificates will not receive physical certificates representing their
interest in the Certificates. So long as the Certificates are registered in the name of Cede & Co., as nominee of DTC, references
herein to the owners shall mean Cede & Co., and shall not mean the ultimate purchasers of the Certificates. Disbursements of
payments to DTC’s Participants is the responsibility of DTC and disbursements of such payments to the Beneficial Owners is the
responsibility of DTC’s Participants and Indirect Participants, as more fully described herein. See APPENDIX D – BOOK-ENTRY
SYSTEM.
Prepayment. The Certificates are subject to prepayment prior to maturity. See “THE CERTIFICATES – Prepayment.”
Security and Sources of Repayment for Certificates. The Certificates evidence direct, undivided fractional interests in
installment payments (the “Installment Payments”) to be made by the District to the Corporation under an Installment Sale Agreement,
dated as of January 1, 2025 (the “Installment Sale Agreement”), by and between the District and the Corporation. The Corporation’s
right to receive the Installment Payments has been assigned to the Trustee for the benefit of the Owners of the Certificates. The
District’s obligation to make the Installment Payments is a special limited obligation of the District, secured by and payable from a
pledge of the Net Revenues (defined herein) of the Water System (defined herein) and from amounts on deposit in certain funds and
accounts established under the Installment Sale Agreement and the Trust Agreement. See “SECURITY AND SOURCES OF
PAYMENT FOR THE CERTIFICATES.”
Existing and Future Parity Obligations. The District currently has outstanding obligations payable from the Net Revenues
on a parity basis with its obligation to pay the Installment Payments. In the future, the District may issue additional obligations secured
by a pledge of the Net Revenues of the Water System on a parity with the pledge securing the Installment Payments, subject to the
conditions set forth herein. See “SECURITY AND SOURCES OF PAYMENT FOR THE CERTIFICATES – Parity Obligations.”
This cover page contains information for quick reference only. It is not intended to be a summary of all factors relating to
an investment in the Certificates. Investors must read the entire Official Statement before making any investment decision.
The Certificates are offered when, as and if issued and received by the Underwriter and subject to the approval as to their legality
by Jones Hall, A Professional Corporation, San Francisco, California, as Special Counsel. Certain legal matters will also be passed upon for
the District by Jones Hall, A Professional Law Corporation, San Francisco, California, as Disclosure Counsel to the District, and by general
counsel to the District. Certain legal matters will be passed upon for the Underwriter by its counsel, Kutak Rock LLP, Irvine, California. It is
anticipated that the Certificates will be delivered in book-entry form through the facilities of DTC on or about January ___, 2025.
[Insert Oppenheimer Logo]
Dated: __________ __, 2025
_______________________
* Preliminary; subject to change.
MATURITY SCHEDULE
$______________*
South Tahoe Public Utility District
2025 Water Revenue Certificates of Participation
Maturity Date
(August 1)
Principal
Amount
Interest
Rate Yield Price
CUSIP †
____________
* Preliminary, subject to change.
† CUSIP Global Services (CGS) is managed on behalf of American Bankers Association by FactSet Research Systems Inc.
CopyrightÓ 2024 CUSIP Global Services. This data is not intended to create a database and does not serve in any way as a
substitute for the CGS database. CUSIPÒ numbers are provided for convenience of reference only. Neither the District nor the
Underwriter nor their agents or counsel assume responsibility for the accuracy of such numbers.
SOUTH TAHOE PUBLIC UTILITY DISTRICT
BOARD OF DIRECTORS
[David Peterson, President
Shane Romsos, Vice President
Nick Exline, Director
Nick Haven, Director
Kelly Sheehan, Director]
DISTRICT STAFF
Paul Hughes, General Manager
Andrea Salazar, Chief Financial Officer
____________________________________
SPECIAL SERVICES
Municipal Advisor
Bartle Wells Associates
Berkeley, California
Special Counsel and Disclosure Counsel
Jones Hall, A Professional Law Corporation
San Francisco, California
Trustee
U.S. Bank Trust Company, National Association
San Francisco, California
ii
GENERAL INFORMATION ABOUT THIS OFFICIAL STATEMENT
No dealer, broker, salesperson or other person has been authorized to give any information or to make any
representations with respect to the Certificates other than as contained in this Official Statement, and if given or made,
such other information or representation must not be relied upon as having been authorized.
This Official Statement, deemed final by the District, does not constitute an offer to sell or the solicitation of an
offer to buy in any state in which such offer or solicitation is not authorized or in which the person making such offer or
solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation.
This Official Statement speaks only as of its date, and the information and expressions of opinion contained
in this Official Statement are subject to change without notice. Neither the delivery of this Official Statement nor any
sale of the Certificates will, under any circumstances, create any implication that there has been no change in the affairs
of the District or any other parties described in this Official Statement, or in the condition of the security for the
Certificates since the date of this Official Statement.
This Official Statement is submitted in connection with the sale of the Certificates referred to in this Official
Statement and may not be reproduced or used, in whole or in part, for any other purpose. This Official Statement is
not a contract with the purchasers of the Certificates. Prospective investors should not construe the contents of this
Official Statement as legal, tax or investment advice.
The information contained in this Official Statement has been obtained from sources that are believed to be
reliable, but this information is not guaranteed as to accuracy or completeness.
The Underwriter has submitted the following statement for inclusion in this Official Statement: The Underwriter
has reviewed the information in this Official Statement in accordance with, and as a part of, its responsibilities to
investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the
Underwriter does not guarantee the accuracy or completeness of such information.
All references to and summaries of the Trust Agreement, Installment Sale Agreement, or other documents
contained in this Official Statement are subject to the provisions of those documents and do not purport to be complete
statements of those documents.
The Certificates have not been registered under the Securities Act of 1933, as amended, or the Securities
Exchange Act of 1934, as amended, in reliance upon exemptions for the issuance and sale of municipal securities
provided under Section 3(a)(2) of the Securities Act of 1933 and Section 3(a)(12) of the Securities Exchange Act of
1934.
Certain statements included or incorporated by reference in this Official Statement constitute forward-looking
statements. Such statements are generally identifiable by the terminology used such as “plan,” “expect,” “estimate,”
“project,” “budget” or other similar words. The achievement of certain results or other expectations contained in such
forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual
results, performance or achievements described to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements. No assurance is given that actual results will
meet the forecasts of the District in any way, regardless of the level of optimism communicated in the information. The
District is not obligated to issue any updates or revisions to the forward-looking statements if or when its expectations,
or events, conditions or circumstances on which such statements are based occur.
The references to internet websites in this Official Statement are shown for reference and convenience
only; unless explicitly stated to the contrary, the information contained within the websites and any links contained
within those websites are not incorporated herein by reference and do not constitute part of this Official Statement.
TABLE OF CONTENTS
INTRODUCTION .............................................. 1
GENERAL ....................................................... 1
CERTIFICATE TERMS AND APPLICATION OF
PROCEEDS ..................................................... 1
THE DISTRICT AND THE WATER SYSTEM .......... 1
THE CERTIFICATES ......................................... 2
SECURITY FOR THE CERTIFICATES ................... 2
DEBT SERVICE RESERVE FUND ....................... 2
FURTHER INFORMATION .................................. 2
THE CERTIFICATES ........................................ 3
GENERAL ....................................................... 3
PREPAYMENT ................................................. 3
PLAN OF FINANCE .......................................... 6
THE PROJECT ................................................. 6
ESTIMATED SOURCES AND USES OF FUNDS ..... 6
DEBT SERVICE SCHEDULES ............................. 7
SECURITY AND SOURCES OF PAYMENT
FOR THE CERTIFICATES ............................... 9
PLEDGE OF NET REVENUES; DEFINITIONS ........ 9
WATER FUND; FLOW OF FUNDS ....................... 9
RESERVE FUND ............................................ 11
INSTALLMENT PAYMENT FUND; CORPORATION’S
ASSIGNMENT OF RIGHTS ............................... 11
RATE COVENANTS; COLLECTION OF RATES AND
CHARGES ..................................................... 12
RATE STABILIZATION FUND ............................ 13
LIMITED OBLIGATION ..................................... 13
INSURANCE; NET PROCEEDS ......................... 13
NO SENIOR OBLIGATIONS ............................. 13
PARITY OBLIGATIONS .................................... 14
SUBORDINATE OBLIGATIONS ......................... 15
THE CORPORATION ..................................... 15
THE DISTRICT ............................................... 15
GENERAL ..................................................... 15
SERVICE AREA MAP ...................................... 16
BOARD OF DIRECTORS .................................. 17
DISTRICT MANAGEMENT AND STAFF .............. 17
EMPLOYEES AND LABOR ARRANGEMENT ........ 17
DEBT MANAGEMENT POLICY ......................... 18
THE WATER SYSTEM ................................... 18
OVERVIEW ................................................... 18
NUMBER OF WATER CONNECTIONS ............... 18
TOP TEN CUSTOMERS .................................. 19
WATER SYSTEM FACILITIES ........................... 19
ANTICIPATED CAPITAL IMPROVEMENTS .......... 19
FINANCIAL MATTERS OF THE DISTRICT ... 21
WATER CHARGES ......................................... 21
DELINQUENCIES AND COLLECTION ................. 23
COMPARISON WITH NEIGHBORING AGENCIES . 23
DISTRICT PROPERTY TAXES; TEETER PLAN .... 23
HISTORICAL REVENUES, EXPENSES AND DEBT
SERVICE COVERAGE ..................................... 27
PROJECTED REVENUES, EXPENSES AND DEBT
SERVICE COVERAGE ..................................... 28
OUTSTANDING LONG-TERM DEBT .................. 29
INVESTMENT POLICY; INVESTMENTS ............... 30
RETIREMENT PLANS ...................................... 31
RISK FACTORS ............................................. 33
WATER SYSTEM DEMAND .............................. 33
WATER SYSTEM EXPENSES ........................... 33
REGULATORY REQUIREMENTS ....................... 33
NATURAL DISASTERS .................................... 33
LIMITATIONS ON REMEDIES AVAILABLE TO
OWNERS OF CERTIFICATES ........................... 34
CHANGE IN LAW ............................................ 34
LOSS OF TAX-EXEMPTION ............................. 35
ARTICLES XIIIC AND XIIID ............................. 35
PROPOSITION 26 .......................................... 36
CONSTITUTIONAL LIMITATIONS ON
APPROPRIATIONS AND FEES .......................... 37
FUTURE INITIATIVES ...................................... 37
LIMITED RECOURSE ON DEFAULT ................... 37
SECONDARY MARKET FOR CERTIFICATES ....... 37
FUTURE PARITY OBLIGATIONS ....................... 38
POTENTIAL IMPACT OF CLIMATE CHANGE ....... 38
CYBERSECURITY ........................................... 38
CONTINUING DISCLOSURE ......................... 39
LEGAL OPINIONS .......................................... 39
TAX MATTERS ............................................... 40
NO MATERIAL LITIGATION ........................... 41
RATING .......................................................... 41
MUNICIPAL ADVISOR ................................... 42
UNDERWRITING ............................................ 42
MISCELLANEOUS ......................................... 42
EXECUTION ................................................... 43
APPENDIX A – GENERAL INFORMATION ABOUT THE CITY OF SOUTH LAKE TAHOE AND EL DORADO
COUNTY ....................................................................................................................................... A-1
APPENDIX B – COMPREHENSIVE ANNUAL FINANCIAL STATEMENTS FOR THE FISCAL YEAR
ENDED JUNE 30, 2024 ................................................................................................................ B-1
APPENDIX C – SUMMARY OF CERTAIN PROVISIONS OF THE LEGAL DOCUMENTS ..................................... C-1
APPENDIX D – BOOK ENTRY SYSTEM .................................................................................................................. D-1
APPENDIX E – FORM OF SPECIAL COUNSEL OPINION ...................................................................................... E-1
APPENDIX F – FORM OF CONTINUING DISCLOSURE CERTIFICATE ............................................................... F-1
REGIONAL LOCATION MAP
-1-
__________________________________
OFFICIAL STATEMENT
______________________________
$____________*
South Tahoe Public Utility District
2025 Water Revenue Certificates of Participation
INTRODUCTION
General
This Official Statement, including the cover page and appendices hereto, sets forth certain
information in connection with the sale of the above-referenced certificates of participation (the
“Certificates”). This introduction is not a summary of this Official Statement. It is only a brief
description of, and guide to, and is qualified by more complete and detailed information contained
in, the entire Official Statement, including the cover page and appendices hereto, and the
documents described herein.
Certificate Terms and Application of Proceeds
The Certificates are being executed and delivered by U.S. Bank Trust Company, National
Association, as trustee (the “Trustee”), pursuant to a Trust Agreement, dated as of January 1,
2025 (the “Trust Agreement”), by and among the South Tahoe Public Utility District (the
“District”), the CSDA Finance Corporation, a California non-profit benefit corporation (the
“Corporation”), and the Trustee. Interest on the Certificates will be payable on February 1 and
August 1 of each year, commencing August 1, 2025. Payments of the principal of, premium, if
any, and interest on the Certificates will be made directly to The Depository Trust Company
(“DTC”), or its nominee, Cede & Co., by the Trustee so long as DTC or Cede & Co. is the
registered owner of the Certificates. All capitalized terms used and not otherwise defined herein
shall have the meanings assigned to such terms in APPENDIX C – “SUMMARY OF CERTAIN
PROVISIONS OF THE LEGAL DOCUMENTS” or, if not defined therein, shall have the meanings
assigned to such terms in the Trust Agreement.
The Certificates are being executed and delivered to (i) finance a portion of the cost of
capital improvement projects of the District, as described herein, (ii) provide a debt service reserve
through the purchase of a reserve fund policy, and (iii) pay the costs of executing and delivering
the Certificates. See “PLAN OF FINANCE.”
The District and the Water System
The District was chartered in 1950 and operates on the south shore of Lake Tahoe. The
District supplies drinking water and provides wastewater collection and treatment. The District
maintains a total of 15 wells, with water supply currently provided by 11 active supply wells and
four standby wells. The District also maintains 30 observation wells for groundwater level
monitoring. The District’s water storage and distribution consists of 16 booster pump stations, 23
storage tanks, 26 pressure-reducing valves, and 320 miles of potable water pipe. Due to the
topography of the District’s service area, the overall distribution system is separated into 15
pressure zones. The District also recycles 100% of its wastewater, which is then exported out of
the Tahoe Basin to facilities in Alpine County.
* Preliminary; subject to change.
2
For additional information regarding the District and the population that it serves, see “THE
DISTRICT” and APPENDIX A – “GENERAL INFORMATION ABOUT THE CITY OF SOUTH
LAKE TAHOE AND EL DORADO COUNTY.”
The Certificates
The Certificates will be dated their date of issuance and delivery, will bear interest at the
rates per annum set forth on the inside cover page hereof payable semiannually on February 1
and August 1, commencing August 1, 2025 (each, an “Interest Payment Date”), and will mature
on the dates and in the amounts set forth on the inside cover page hereof. The Certificates will
be delivered as fully registered certificates, registered in the name of Cede & Co. as nominee of
The Depository Trust Company (“DTC”), and will be available to ultimate purchasers (“Beneficial
Owners”) in the denomination of $5,000 or any integral multiple thereof, under the book-entry
system maintained by DTC. Beneficial Owners will not be entitled to receive delivery of bonds
representing their ownership interest in the Certificates. See “THE CERTIFICATES.”
The Certificates are subject to prepayment prior to maturity as described herein. See
“THE CERTIFICATES – Prepayment.”
Security for the Certificates
The Certificates evidence direct, undivided fractional interests in installment payments (the
“Installment Payments”) to be made by the District to the Corporation under an Installment Sale
Agreement, dated as of January 1, 2025 (the “Installment Sale Agreement”), by and between
the District and the Corporation. The Corporation’s right to receive the Installment Payments has
been assigned to the Trustee for the benefit of the Owners of the Certificates. The District’s
obligation to make the Installment Payments is a special limited obligation of the District, secured
by and payable from a pledge of the Net Revenues (defined herein) of the Water System (defined
herein) and from amounts on deposit in certain funds and accounts established under the
Installment Sale Agreement and the Trust Agreement.
Debt Service Reserve Fund
[As further security for the Certificates, the District will purchase a debt service reserve
policy (the “Reserve Policy”) with a portion of the proceeds of the Certificates into a debt service
reserve fund (the “Reserve Fund”) to be held by the Trustee under the Trust Agreement, and
used if there are deficiencies, at any time, in the Installment Payment Fund of the amount then
required for payment of the principal of, and interest and any premium on, the Certificates. See
“SECURITY AND SOURCES OF PAYMENT FOR THE CERTIFICATES – Reserve Fund.”]
Further Information
The summaries and references of the Installment Sale Agreement, the Trust Agreement
and other documents, statutes, reports and other instruments referred to herein do not purport to
be complete, comprehensive or definitive, and each such summary and reference is qualified in
its entirety by reference to the Installment Sale Agreement, the Trust Agreement and each such
document, statute, report or instrument. See APPENDIX C – “SUMMARY OF CERTAIN
PROVISIONS OF THE LEGAL DOCUMENTS” for a summary of certain terms of the Installment
Sale Agreement and the Trust Agreement not summarized in the main body of this Official
Statement.
3
THE CERTIFICATES
General
The Certificates will be dated their date of execution and delivery, will bear interest at the
rates per annum set forth on the inside cover page hereof payable on each Interest Payment Date
and will mature on the dates and in the amounts set forth on the inside cover page hereof. The
Certificates will be issued in denominations of $5,000 or any integral multiple thereof, so long as
no Certificate may have more than one maturity date. The Certificates will be issued only as one
fully registered Certificate for each maturity, in the name of Cede & Co., as nominee for DTC, as
registered owner of all Certificates. See APPENDIX D – “BOOK ENTRY SYSTEM.” Ownership
may be changed only upon the registration books maintained by the Trustee as provided in the
Trust Agreement.
The interest represented by each Certificate is payable from the Interest Payment Date
next preceding the date of execution thereof, unless:
(a) it is executed after a Record Date and on or before the following Interest
Payment Date, in which event interest represented thereby is payable from such Interest
Payment Date; or
(b) it is executed on or before the first Record Date, in which event interest
represented thereby shall be payable from the Closing Date; or
(c) interest represented by such Certificate is in default as of the date of
execution of such Certificate, in which event interest represented thereby is payable from
the Interest Payment Date to which interest represented thereby has previously been paid
or made available for payment.
Interest represented by the Certificates is payable on each Interest Payment Date to and
including the date of maturity or prepayment, whichever is earlier. Said interest represents the
portion of the Installment Payments designated as interest and coming due on each of the
respective Interest Payment Dates. The share of the portion of Installment Payments designated
as interest with respect to any Certificate is computed by multiplying the portion of Installment
Payments designated as principal represented by such Certificate by the rate of interest
represented by such Certificate (on the basis of a 360-day year of twelve 30-day months).
Interest on the Certificates (including the final interest payment upon maturity or
prepayment) is payable when due by check or draft of the Trustee mailed to the Owner thereof at
such Owner’s address as it appears on the Registration Books at the close of business on the
preceding Record Date; provided, that at the written request of the Owner of at least $1,000,000
aggregate principal amount of Certificates, which written request is on file with the Trustee as of
any Record Date, interest on such Certificates will be paid on the succeeding Interest Payment
Date to such account in the United States as specified in such written request.
Prepayment
Optional Prepayment. The Certificates maturing on or before August 1, 20___, are not
subject to optional prepayment prior to the respective stated maturities. The Certificates maturing
on or after August 1, 20___, are subject to optional prepayment in whole or in part on any date
on or after August 1, 20___, from prepayments of the Installment Payments made at the option
of the District under the Installment Sale Agreement, at a prepayment price equal to 100% of the
principal amount of Certificates or portions thereof to be prepaid, together with accrued interest
represented thereby to the prepayment date, without premium.
4
Sinking Fund Prepayment. The Certificates maturing on August 1, 20___ and on August
1, 20___ (the “Term Certificates”) are subject to mandatory sinking fund prepayment by lot on
August 1 in each year as set forth in the following table, from the principal components of the
Installment Payments relating to the Term Certificates which are required to be paid with respect
to each of such dates, at a prepayment price equal to 100% of the principal amount to be prepaid,
together with accrued interest represented thereby to the prepayment date, without premium, as
follows:
Term Certificates due August 1, 20___
Sinking Fund
Prepayment Date
(August 1)
Principal Amount
To Be Prepaid
Notice of Prepayment. When prepayment is authorized or required under the Trust
Agreement, the Trustee shall give notice of the prepayment of the Certificates on behalf and at
the expense of the District. Such notice shall state the prepayment date and prepayment price of
the Certificates called for prepayment; if less than all of the then Outstanding Certificates of any
maturity are to be called for prepayment, shall designate the numbers of the Certificates to be
prepaid by giving the individual number of each Certificate or by stating that all Certificates
between two stated numbers, both inclusive, have been called for prepayment or by stating that
all of the Certificates of one or more maturities have been called for prepayment; in the case of a
Certificate called only in part, shall state the portion of the principal represented thereby which is
to be prepaid; in the case of a conditional prepayment notice, shall state that prepayment shall be
conditional on the receipt of funds sufficient for such prepayment on the prepayment date, shall
require that such Certificates be surrendered on the designated prepayment date at the Corporate
Trust Office of the Trustee for prepayment at said prepayment price and shall state that on the
specified date there shall come due and payable upon each Certificate, the principal and
premium, if any, together with interest accrued to said date, and that from and after such date
interest with respect thereto shall cease to accrue and be payable.
Notice of such prepayment shall be mailed by first class mail with postage prepaid, to the
Owners of Certificates designated for prepayment at their respective addresses appearing on the
Registration Books. Such notice shall be mailed at least 20 days but not more than 60 days prior
to the prepayment date. In addition, notice of prepayment shall be filed electronically with the
Information Services at the time of such mailing to the Certificate Owners. However, neither
failure to receive such notice so mailed nor any defect in any notice so mailed shall affect the
sufficiency of the proceedings for the prepayment of such Certificates or the cessation of accrual
of interest represented thereby from and after the date fixed for prepayment.
Rescission of Notice of Prepayment. The District has the right to rescind any notice of
the optional prepayment of the Certificates by written notice to the Trustee on or prior to the date
fixed for prepayment. Any notice of optional prepayment shall be cancelled and annulled if for
any reason funds will not be or are not available on the date fixed for prepayment for the payment
in full of the Certificates then called for prepayment, and such cancellation shall not constitute an
Event of Default. The District and the Trustee have no liability to the Certificate Owners or any
other party related to or arising from such rescission of prepayment. The Trustee shall mail notice
of such rescission of prepayment in the same manner as the original notice of prepayment was
sent under this Section.
5
Consequences of Notice. Moneys for the prepayment (including the interest to the
applicable date of prepayment) of Certificates having been set aside in the Installment Payment
Fund, the Certificates shall be due and payable on the date of such prepayment, and, upon
presentation and surrender thereof at the Corporate Trust Office of the Trustee, said Certificates
shall be paid at the unpaid principal amount (or applicable portion thereof) represented thereby
plus any applicable premium and plus interest accrued and unpaid to said date of prepayment.
If, on said date of prepayment, moneys for the prepayment of all the Certificates to be
prepaid, together with interest represented thereby to said date of prepayment, shall be held by
the Trustee so as to be available therefor on such date of prepayment, then, from and after said
date of prepayment, interest represented by the Certificates shall cease to accrue and be payable.
All moneys held by the Trustee for the prepayment of Certificates shall be held in trust, uninvested,
for the account of the Owners of the Certificates so to be prepaid.
Partial Prepayment of Certificates. Upon surrender of any Certificate prepaid in part
only, the Trustee shall execute and deliver to the Owner thereof, at the expense of the District, a
new Certificate or Certificates of authorized denominations equal in aggregate principal amount
to the un-prepaid portion of the Certificate surrendered and of the same interest rate and the same
maturity.
Purchase in Lieu of Prepayment. In lieu of prepayment of Certificates as provided
above, amounts held by the Trustee for such prepayment shall, at the written request of an District
Representative received by the Trustee no later than 60 days prior to the prepayment date, be
applied by the Trustee to the purchase of Certificates at public or private sale as and when and
at such prices (including brokerage, accrued interest and other charges) as the District may in its
discretion direct, but not to exceed the prepayment price which would be payable if such
Certificates were prepaid. The aggregate principal amount of Certificates of the same maturity
purchased in lieu of prepayment under the Trust Agreement may not exceed the aggregate
principal amount of Certificates of such maturity which would otherwise be subject to such
prepayment. Any Certificates purchased pursuant to this Section shall be treated as Outstanding
Certificates under this Trust Agreement, except to the extent otherwise directed by an District
Representative.
6
PLAN OF FINANCE
The Project
Proceeds of the Certificates will be used to (i) finance a portion of the cost of the District’s
Project, (ii) fund the Reserve Fund through the purchase of the Reserve Policy, and (iii) pay the
costs of issuing the Certificates.
The “Project” is anticipated to consist of capital improvement projects for the Water
System, including [________________][NTD: Description of project to be confirmed].
Estimated Sources and Uses of Funds
The following sets forth the estimated sources and uses of funds related to the Certificates.
Sources of Funds:
Principal Amount of Certificates $
Plus/Less: [Net] Original Issue Premium/Discount
Total Sources of Funds $
Uses of Funds:
Deposit to Construction Fund $
Costs of Issuance [1]
Total Uses of Funds $
(1) Represents funds to be used to pay costs of issuance, which include fees of Special
Counsel, Disclosure Counsel, Municipal Advisor, Trustee, and rating agency; printing
costs; and other miscellaneous expenses.
7
Debt Service Schedules
The following table shows, for each Fiscal Year ending the last day of June, the principal
of and interest that is payable on the Certificates, assuming no optional prepayments.
Fiscal Year Ending
June 30
Principal
Interest
Total
Total
-8-
The following table shows, for each Fiscal Year ending June 30, the principal of and interest that is payable on the Certificates and outstanding
obligations of the District payable from Net Revenues of the Water System on a parity basis with the Certificates. This table assumes no prepayments or
redemptions of the outstanding obligations. See “– General,” above and “FINANCIAL MATTERS OF THE DISTRICT – Outstanding Long-Term Debt.
Fiscal
Year
Ending
June 30,
2013 Bank
Loan
2014 DPH
Loan (Water
Meters
Phase 1)
2016 SRF
Loan (Water
Meters Phase 2)
2017 SRF
Loan (Water
Line
Replacement)
2017 SRF
Loan (Water
Meters
Phases 3-5)
2021 / 2024 SRF
Loan (Keller
Heavenly)
2021 SRF Loan
(Water Line
Replacement)
2024 SRF Loan
(Herb Walk
Bijou)
The
Certificates Total
2025 $475,571 $116,771 $64,408 $145,808 $426,072 $48,406 $356,435 -- -- $1,633,471
2026 475,571 116,771 64,408 145,808 426,072 310,904 356,435 -- $700,000 2,595,968
2027 475,571 116,771 64,408 145,808 426,072 310,904 356,435 -- 700,000 2,595,968
2028 475,571 116,771 64,408 145,808 426,072 310,904 356,435 $362,253 700,000 2,958,221
2029 475,571 116,771 64,408 145,808 426,072 310,904 356,435 331,749 700,000 2,927,717
2030 475,571 116,771 64,408 145,808 426,072 310,904 356,435 331,749 700,000 2,927,717
2031 -- 116,771 64,408 145,808 426,072 310,904 356,435 331,749 975,000 2,727,146
2032 -- 116,771 64,408 145,808 426,072 310,904 356,435 331,749 975,000 2,727,146
2033 -- 116,771 64,408 145,808 426,072 310,904 356,435 331,749 975,000 2,727,146
2034 -- 116,771 64,408 145,808 426,072 310,904 356,435 331,749 975,000 2,727,146
2035 -- 116,771 64,408 145,808 426,072 310,904 356,435 331,749 975,000 2,727,146
2036 -- 116,771 64,408 145,808 426,072 310,904 356,435 331,749 975,000 2,727,146
2037 -- 116,771 32,204 145,808 426,072 310,904 356,435 331,749 975,000 2,694,942
2038 -- 116,771 -- 145,808 426,072 310,904 356,435 331,749 975,000 2,662,738
2039 -- 116,771 -- 145,808 426,072 310,904 356,435 331,749 975,000 2,662,738
2040 -- 116,771 -- 145,808 426,072 310,904 356,435 331,749 975,000 2,662,738
2041 -- 116,771 -- 145,808 426,072 310,904 356,435 331,749 975,000 2,662,738
2042 -- 116,771 -- 145,808 426,072 310,904 356,435 331,749 975,000 2,662,738
2043 -- 116,771 -- 145,808 426,072 310,904 356,435 331,749 975,000 2,662,738
2044 -- 116,771 -- 145,808 426,072 310,904 356,435 331,749 975,000 2,662,738
2045 -- 116,771 -- 145,808 426,072 310,904 356,435 331,749 975,000 2,662,738
2046 -- 116,771 -- 145,808 426,072 -- 356,435 331,749 975,000 2,351,835
2047 -- 116,771 -- 145,808 426,072 -- 356,435 331,749 975,000 2,351,835
2048 -- -- -- 145,808 426,072 -- 356,435 331,749 975,000 2,235,064
2049 -- -- -- 145,808 426,072 -- 356,435 331,749 975,000 2,235,064
2050 -- -- -- 123,792 426,072 -- 356,435 331,749 975,000 2,213,048
2051 -- -- -- -- -- -- 356,435 331,749 975,000 1,663,184
2052 -- -- -- -- -- -- 356,435 331,749 975,000 1,663,184
2053 -- -- -- -- -- -- 356,435 331,749 975,000 1,663,184
2054 -- -- -- -- -- -- 356,435 331,749 975,000 1,663,184
2055 -- -- -- -- -- -- -- 331,749 975,000 1,306,749
2056 -- -- -- -- -- -- -- 331,749 -- 331,749
2057 -- -- -- -- -- -- -- 272,763 -- 272,763
9
SECURITY AND SOURCES OF PAYMENT FOR THE CERTIFICATES
Pledge of Net Revenues; Definitions
Pledge of Net Revenues. Under the Installment Sale Agreement, all of the Net
Revenues, and all moneys on deposit in certain funds and accounts established and held by the
Trustee under the Trust Agreement, are irrevocably pledged to the punctual payment of the
Installment Payments. Such pledge constitutes a lien on and security interest in the Net
Revenues and such other moneys for the payment of the Installment Payments in accordance
with the terms hereof. Such pledge and lien on, and security interest in, the Net Revenues shall
be on a parity with the pledge, lien and security interest which secures the Parity Obligations.
“Gross Revenues” means all gross charges (including surcharges, if any) received for,
and all other gross income and receipts derived by the District from, the ownership and operation
of the Water System or otherwise arising from the Water System, including but not limited to (a)
rates and charges, capacity charges and connection charges, (b) any amounts transferred to the
Water Fund from a Rate Stabilization Fund, and (c) investment earnings on amounts held in the
Water Fund or in any other fund established with respect to the Water System. The term “Gross
Revenues” does not include (i) refundable deposits made to establish credit, (ii) the proceeds of
any ad valorem property taxes, and (iii) the proceeds of any special assessments or special taxes
levied upon real property within any improvement district served by the District for the purpose of
paying special assessment bonds or special tax obligations of the District relating to the Water
System
“Water System” means all drinking water collection, transport, treatment, storage, and
delivery facilities, including land and easements thereof, owned by the District, including the
Project, and all other properties, structures, or works hereafter acquired and constructed by the
District and determined to be a part of the Water System, together with all additions, betterments,
extensions, or improvements to such facilities, properties, structures, or works, or any part thereof
hereafter acquired and constructed.
“Operation and Maintenance Costs” means the reasonable and necessary costs and
expenses paid by the District to maintain and operate the Water System, including but not limited
to (a) costs of purchasing and treating water, (b) costs of electricity and other forms of energy
supplied to the Water System, (c) the reasonable expenses of management and repair and other
costs and expenses necessary to maintain and preserve the Water System in good repair and
working order, and (d) the reasonable administrative costs of the District attributable to the
operation and maintenance of the Water System. The term “Operation and Maintenance Costs”
does not include (i) Annual Debt Service, (ii) depreciation, replacement and obsolescence
charges or reserves therefor, (iii) amortization of intangibles or other bookkeeping entries of a
similar nature, (iv) discretionary payments made by the District not required for operations, such
as voluntary prepayment of pension liability, and (v) costs of capital additions, replacements,
betterments, extensions or improvements to the Water System chargeable to a capital account.
Water Fund; Flow of Funds
Receipt, Deposit and Application of Revenues and Net Revenues. The District has
previously established the Water Fund, which the District agrees under the Installment Sale
Agreement to continue to hold and maintain for the purposes and uses set forth therein. The
District shall deposit all of the Gross Revenues in the Water Fund immediately upon receipt, and
shall pay Operation and Maintenance Costs therefrom.
Water Fund; Revenues. The District has previously established the Water Fund, which it
will continue to hold and maintain for the purposes and uses set forth herein. The District
10
will deposit all Revenues in the Water Fund promptly upon the receipt thereof, and will
apply amounts in the Water Fund solely for the uses and purposes set forth herein and
purposes set forth in the Parity Obligation Documents.
Payments from Net Revenues. In addition to withdrawals required to pay principal of and
interest on the outstanding Parity Obligations when due, the District shall withdraw
amounts on deposit in the Water Fund and apply such amounts at the times and for the
purposes, and in the priority, as follows:
Payment of Installment Payments and Parity Obligations. On or before
each Installment Payment Date, the District shall withdraw from the Water
Fund and transfer to the Trustee for deposit in the Installment Payment
Fund an amount of Net Revenues which, together with the balance then on
deposit in the Installment Payment Fund, is equal to the aggregate amount
of the Installment Payment coming due and payable on the next
succeeding Interest Payment Date. In addition, the District shall withdraw
from the Water Fund and pay the principal of and interest on any Parity
Obligations from Net Revenues, without preference or priority among the
Installment Payments and Parity Obligations. If the amount of Net
Revenues on deposit in the Water Fund is at any time insufficient to enable
the District to pay when due the Installment Payments and the principal of
and interest on the Parity Obligations, such payments shall be made on a
pro rata basis.
Reserve Fund Deposits and Transfers. Promptly upon receipt by the
District of knowledge that the amount on deposit in the Reserve Fund is
below the Reserve Requirement or any reserve fund established for any
Parity Obligation has fallen below the amount required to be on deposit
therein (or that there is an amount due to any provider of an insurance
policy on deposit in any reserve fund), the District shall promptly (I)
withdraw such amount due from available Net Revenues on deposit in the
Water Fund, and (II) transfer such amount for deposit in the Reserve Fund
or such Parity Obligations reserve fund (or to the provider of such insurance
policy). If the amount of Net Revenues on deposit in the Water Fund is any
time insufficient to enable the District to pay when due all amounts required
by this subsection (B), such payments shall be made on a pro rata basis
Other Permitted Uses of Net Revenues. The District shall manage,
conserve and apply moneys in the Water Fund in such a manner that all deposits
required to be made under the Installment Sale Agreement and the documents
authorizing the issuance of any Parity Obligations will be made at the times and in
the amounts so required. Subject to the foregoing sentence, so long as no Event
of Default has occurred and is continuing, the District may at any time use and
apply moneys in the Water Fund for any one or more of the following purposes: (i)
the payment of the Operation and Maintenance Costs of the Water System, (ii) the
acquisition and construction of extensions and betterments to the Water System,
(iii) the redemption of any of the Certificates or Parity Obligations that are then
subject to redemption or the purchase thereof from time to time in the open market,
at prices and in such manner, either at public or private sale, or otherwise, as the
District in its discretion may determine; or (iv) any other lawful purpose of the
District relating to the Water System.
11
Reserve Fund
Establishment and Deposits. The Trust Agreement establishes the Reserve Fund,
which will be held by the Trustee for the benefit of the Owners as a reserve for the payment of
the principal of, and interest and any premium on, the Certificate and shall be subject to a lien in
favor of the Owners of the Certificates.
Reserve Requirement. The Reserve Fund will be established and maintained through
the deposit of the Reserve Policy issued on the Closing Date in an amount equal to the Reserve
Requirement (as defined below), which as of the Closing Date is $_____________. See
“FINANCING PLAN.” Thereafter, additional deposits may be made to the Reserve Fund from
time to time.
The “Reserve Requirement” is defined in the Trust Agreement to mean that amount as
of any date of calculation equal to the least of:
(a) Maximum Annual Debt Service on the Outstanding Certificates,
(b) 125% of average Annual Debt Service on the Outstanding Certificates and
(c) 10% of the original principal amount of the Certificates.
Disbursements. Except as otherwise provided in the Trust Agreement, all amounts and
Reserve Fund Credit Facilities deposited in the Reserve Fund shall be used and withdrawn by
the Trustee solely for the purpose of making transfers to the Installment Payment Fund in the
event of any deficiency at any time in the Installment Payment Fund of the amount then required
for payment of the principal (including sinking fund payments) of, and interest and any premium
on, the Certificates or, in accordance with the provisions of the Trust Agreement, for the purpose
of prepaying Certificates from the Installment Payment Fund. Whenever a transfer is made from
the Reserve Fund to the Installment Payment Fund due to a deficiency in the Installment Payment
Fund, the Trustee shall provide written notice thereof to the District specifying the amount
withdrawn.
See APPENDIX A for a complete description of the timing, purpose and manner of
disbursements from the Reserve Fund.
Installment Payment Fund; Corporation’s Assignment of Rights
Establishment and Application of Installment Payment Fund. Under the Trust
Agreement, the Trustee establishes and maintains a special fund designated as the “Installment
Payment Fund,” into which the Trustee deposits all Installment Payments paid to the Trustee for
such purpose under the Installment Sale Agreement and the Trust Agreement. All moneys at any
time deposited by the Trustee in the Installment Payment Fund shall be held by the Trustee in
trust for the benefit of the District and the Owners of the Certificates. So long as any Certificates
are Outstanding, neither the District nor the Corporation has any beneficial right or interest in the
Installment Payment Fund or the moneys deposited therein, except only as provided in the
Installment Sale Agreement or herein, and such moneys shall be used and applied by the Trustee
as set forth in the Trust Agreement.
The Trustee will use and withdraw amounts in the Installment Payment Fund solely for the
purpose of paying the principal, interest and prepayment premiums (if any) represented by the
Certificates as the same are due and payable, in accordance with the provisions of the Trust
Agreement.
12
At the written request of the District, the Trustee will withdraw and remit to the District any
surplus remaining in the Installment Payment Fund, after prepayment and payment of all
Certificates, including all premiums and accrued interest (if any), payment of any amounts owing
to the Certificate Insurer, and payment of any applicable fees and expenses to the Trustee, or
provision for such prepayment or payment having been made in accordance with the Trust
Agreement.
Assignment of Rights in Installment Sale Agreement. Under the Trust Agreement, the
Corporation irrevocably transfers, assigns and sets over to the Trustee, without recourse to the
Corporation, certain of its rights in the Installment Sale Agreement, including all of the
Corporation’s rights to receive and collect all of the Installment Payments and all other amounts
required to be deposited in the Installment Payment Fund, and the Trustee accepts such
assignment for the benefit of the Certificate Owners. All Installment Payments and such other
amounts to which the Corporation may at any time be entitled shall be paid directly to the Trustee,
and all of the Installment Payments collected or received by the Corporation shall be deemed to
be held and to have been collected or received by the Corporation as the agent of the Trustee,
and if received by the Corporation at any time shall be deposited by the Corporation with the
Trustee within one Business Day after the receipt thereof, and all such Installment Payments and
such other amounts shall be forthwith deposited by the Trustee upon the receipt thereof in the
Installment Payment Fund.
Rate Covenants; Collection of Rates and Charges
Covenant Regarding Gross Revenues. In the Installment Sale Agreement, the District
covenants to fix, prescribe, revise and collect rates, fees and charges for the services and facilities
furnished by the Water System during each Fiscal Year which are at least sufficient, after making
allowances for contingencies and errors in the estimates, to yield Gross Revenues sufficient to
pay the following amounts in the following order of priority:
(a) all Operation and Maintenance Costs estimated by the District to become due
and payable in such Fiscal Year;
(b) the principal of and interest on all outstanding Certificates and Parity
Obligations, as they become due and payable during the Fiscal Year, without preference or
priority
(c) all amounts, if any, required to restore the balance in the Reserve Fund and
any reserve funds established for any Parity Obligations to their required levels; and
(d) all payments, including, but not limited to, payments required to meet any other
obligations of the District that are charges, liens, encumbrances upon, or which are otherwise
payable from, the Gross Revenues or the Net Revenues during such Fiscal Year.
Covenant Regarding Net Revenues. In the Installment Sale Agreement, the District
covenants to fix, prescribe, revise and collect rates, fees and charges for the services and facilities
furnished by the Water System during each Fiscal Year that are sufficient to yield Net Revenues
that are at least equal to 120% of the amount described in the preceding clause (b) for such Fiscal
Year. For purposes of this covenant, the amount of Net Revenues for a Fiscal Year will be
computed on the basis that (a) any transfers from the Rate Stabilization Fund into the Water Fund
in such Fiscal Year are included in the calculation of Net Revenues, and (b) any transfers from
the Water Fund into the Rate Stabilization Fund in such Fiscal Year are deducted from the amount
of Net Revenues to the extent such deposits are made from Revenues received by the District
during that Fiscal Year.
13
Rate Stabilization Fund
Under the Installment Sale Agreement, the District may establish a Rate Stabilization Fund
for the purpose of stabilizing the rates and charges imposed by the District with respect to the
Water System.
From time to time the District may deposit amounts in the Rate Stabilization Fund, from
any source of legally available funds, including but not limited to Net Revenues which are released
from the pledge and lien which secure the Certificates and any Parity Obligations, as the District
may determine. Such deposits for any Fiscal Year may be made until (but not after) 8 months
following the end of such Fiscal Year.
The District may, but is not required to, withdraw from any amounts on deposit in the Rate
Stabilization Fund and deposit such amounts in the Water Fund in any Fiscal Year for the purpose
of paying Debt Service coming due and payable in such Fiscal Year; provided that withdrawal
and deposit for any Fiscal Year may be made until (but not after) 8 months following the end of
that Fiscal Year. Amounts so transferred from the Rate Stabilization Fund to the Water Fund shall
constitute Revenues for such Fiscal Year (except as otherwise provided in the Installment Sale
Agreement), and shall be applied for the purposes of the Water Fund.
Amounts on deposit in the Rate Stabilization Fund will not be pledged to or otherwise
secure the Certificates or any Parity Obligations. The District has the right at any time to withdraw
any or all amounts on deposit in the Rate Stabilization Fund and apply such amounts for any
lawful purposes of the District relating to the Water System.
Limited Obligation
The District’s obligation to pay the Installment Payments and any other amounts coming
due and payable under the Installment Sale Agreement are a special obligation of the District
limited solely to the Net Revenues and the other amounts pledged thereunder. Under no
circumstances is the District required to advance moneys derived from any source of income
other than the Net Revenues and other sources specifically identified herein for the payment of
the Installment Payments and such other amounts, nor are any other funds or property of the
District be liable for the payment of the Installment Payments and any other amounts coming due
and payable thereunder.
Insurance; Net Proceeds
The District will at all times maintain with responsible insurers all such insurance on the
Water System as is customarily maintained with respect to works and properties of like character
against accident to, loss of or damage to the Water System. The District shall apply amounts
collected from insurance against accident to or destruction of any portion of the Water System to
repair or rebuild such damaged or destroyed portion of the Water System, and to the extent not
so applied, to prepay or redeem any Parity Obligations, in the District’s discretion. The District
shall also maintain, with responsible insurers, worker’s compensation insurance and insurance
against public liability and property damage to the extent reasonably necessary to protect the
District, the Trustee and the Owners of the Certificates. Any required insurance may be
maintained by the District in the form of self-insurance through a joint powers agreement or
otherwise.
No Senior Obligations
The District may not issue or incur any additional bonds, notes or other obligations having
any priority over the Installment Payments in the payment of principal or interest out of the Gross
Revenues or the Net Revenues.
14
Parity Obligations
Existing Parity Obligations. The District currently has outstanding other obligations
payable from the Net Revenues on a parity basis with the Installment Payments (collectively, the
“Parity Obligations”). See “FINANCIAL MATTERS OF THE DISTRICT – Other Long-Term
Debt.”
Future Parity Obligations. In the future, the District may issue or incur additional Parity
Obligations from time to time in such principal amount as it determines, subject to the following
conditions precedent:
(a) No Event of Default (or no event with respect to which notice has
been given and which, once all notice of grace periods have passed, would
constitute an Event of Default) has occurred and is continuing
(b) Net Revenues, calculated in accordance with sound accounting
principles, as shown by the books of the District for the most recent Fiscal Year for
which audited financial statements of the District are available, or for any more
recent consecutive 12 month period selected by the District, in either case verified
by and Independent Accountant or a Financial Consultant or shown in the audited
financial statements of the District, plus (at the option of the District) any Additional
Revenues, less any transfers made to the Water Fund from a Rate Stabilization
Fund during such consecutive 12 month period, at least equal to 120% of the
maximum amount of Debt Service for the current or any future Fiscal Year on the
Certificates, all outstanding Parity Obligations, and the Parity Obligations then
proposed to be issued. For purposes of the foregoing calculation, with respect to
any Parity Obligations obligation 25% or more of the principal or other face amount
of which matures or becomes due on the same date or within a 12-month period
(with mandatory sinking fund payments deemed to be payments of matured
principal), that portion of such Parity Obligations obligation which matures or
becomes due on such date or within such 12-month period shall be treated as if it
were to be amortized in substantially equal annual installments during the term of
20 years from the date of calculation.
(c) The District must provide a written certificate to the Trustee
certifying that the conditions set forth above have been satisfied.
“Additional Revenues” is defined in the Trust Agreement to mean, with respect to the
issuance of any Parity Obligations, any or all of the following amounts:
(i) An allowance for Net Revenues from any additions or improvements to or
extensions of the Water System to be made by the District during the 36 month period
following the issuance of such Parity Obligations, in an amount equal to 100% of the
estimated additional average annual Net Revenues to be derived from all properties which
are improved with a structure the construction of which has been completed prior to the
date of issuance of such Parity Obligations and to which service will be provided by such
additions, improvements and extensions, all as shown by the certificate or opinion of a
Financial Consultant.
(ii) An allowance for Net Revenues arising from any increase in the charges
made for service from the Water System which has become effective prior to the incurring
of such Parity Obligations but which, during all or any part of the most recent completed
Fiscal Year for which audited financial statements of the District are available, or for any
more recent consecutive 12-month period selected by the District under Section 5.7 of the
Installment Sale Agreement, was not in effect, in an amount equal to the total amount by
15
which the Net Revenues would have been increased if such increase in charges had been
in effect during the whole of such Fiscal Year or 12-month period, all as shown by the
certificate or opinion of a Financial Consultant.
Subordinate Obligations
Nothing in the Trust Agreement or Installment Sale Agreement limits or affects the ability
of the District to issue or incur (a) Parity Obligations under the Installment Sale Agreement, or (b)
obligations that are either unsecured or secured by an interest in the Net Revenues that is junior
and subordinate to the pledge of and lien upon the Net Revenues established under the
Installment Sale Agreement.
THE CORPORATION
The Corporation was incorporated under the Nonprofit Public Benefit Corporation Law of
the State of California. The Corporation was organized as a nonprofit corporation for the purpose,
among others, of assisting entities, such as the District, in the acquisition, construction and
financing of public improvements which are determined to be of public benefit to such
entities. The Corporation’s articles of incorporation and bylaws empower it to participate in the
financing of the Project.
THE DISTRICT
General
The District was chartered in 1950 and operates on the south shore of Lake Tahoe,
America's largest alpine lake. The District supplies drinking water and provides wastewater
collection, treatment and effluent disposal services to residents and businesses in and around the
City of South Lake Tahoe. The District serves approximately 14,200 water connections and
18,300 wastewater connections within a 42-square mile services area. The District is
headquartered in the City of South Lake Tahoe, which serves as a central hub for the nearby ski
resorts, casinos, and outdoor recreational activities.
16
Service Area Map
The following map shows the service area of the District.
[insert service area map]
17
Board of Directors
The District is governed by a five-member Board of Directors, each of whom serves a four-
year term. The current Board Members and the expiration of their respective terms are set forth
in the following table.
Board Members Expiration of Term
[David Peterson, President December 2024]
Shane Romsos, Vice President December 2026
Nick Exline, Director December 2026
Nick Haven, Director December 2026
[Kelly Sheehan, Director December 2024]
District Management and Staff
Paul Hughes, General Manager. Paul Hughes is the General Manager for the South
Tahoe Public Utility District, a position he has held since 2023. He previously served as Chief
Financial Officer of the South Tahoe Public Utility District starting in 2008. He received his BS in
Business Administration from California State University, Sacramento in 1990. Mr. Hughes began
his public sector work experience in 1996 when he was hired by the California State Association
of Counties in Sacramento, California. Since then, he has worked as the CFO for a county-owned
hospital and two cities. Immediately prior to working for the District he was the finance director for
a city near Portland, Oregon. His experience with municipalities who provide water and sewer
utility service prepared him for the position he holds with the District. Mr. Hughes has been
recognized by the California Special Districts Association for successfully completing the Special
District Administrator Certification Examination, illustrating a high level of knowledge and
expertise in the areas of special district management and governance, and a strong commitment
to the community. For twelve consecutive years, Mr. Hughes has received the Government
Finance Officers Associations Certificate of Achievement for Excellence in Financial Reporting
for its Comprehensive Annual Financial Report.
Andrea Salazar, Chief Financial Officer. Andrea Salazar is the Chief Financial Officer for
the South Tahoe Public Utility District, a position she has held since December 2023. She earned
her Bachelor of Accountancy from New Mexico State University in 1991 and her Master of
Business Administration with a specialization in Organizational Leadership from National
University in February 2020. In March 2023, Ms. Salazar also received her Chief Business Official
Certification from the California Association of School Business Officials. Ms. Salazar began her
career in the private sector, working with governmental contractors in various Finance and
Accounting roles, advancing from Senior Accountant to Director of Financial Reporting & Analysis.
Her career trajectory led her into the public sector, where she served as the Director of Fiscal
Services at Lake Tahoe Community College, followed by her role as the Associate Superintendent
for Lake Tahoe Unified School District.
Employees and Labor Arrangement
The District currently has 117 full-time employees, 2 part-time employees, and 14
seasonal employees. The District has two labor collective bargaining agreements in place, with
the Stationary Local 39 and the Management Group. Each agreement expires June 27, 2029.
The Districts has maintained positive relationships with union-represented and management staff
and do not anticipate an adversarial negotiation process. The District is conducting a salary
survey that requires a negotiated implementation to be determined this Fiscal Year 2024-25. The
District has not experienced any work stoppages or delays by its employees within the past five
years.
18
Debt Management Policy
In February 2017, the Board of Directors of the District approved a debt management
policy in compliance with California Government Code section 8855(i). The policy sets forth the
District’s goals for the approval and issuance of bonds, notes and other debt instruments and sets
forth guidelines for the use of debt to finance capital projects.
THE WATER SYSTEM
Overview
The District maintains a total of 15 wells, with water supply currently provided by 11 active
supply wells and four standby wells. The District also maintains 30 observation wells for
groundwater level monitoring. The District’s water storage and distribution consists of 16 booster
pump stations, 23 storage tanks, 26 pressure-reducing valves, and 320 miles of potable water
pipe. Due to the topography of the District’s service area, the overall distribution system is
separated into 15 pressure zones. The District also recycles 100% of its wastewater, which is
then exported out of the Tahoe Basin to facilities in Alpine County. Additional information on the
Water System facilities is set forth below under “– Water System Facilities.”
The District’s revenues are composed of service charges, property taxes, connection fees,
and investments/other income. In Fiscal Year 2023-24, service charges represented [__]% of total
revenues, property taxes represented [__]% of total revenues, and connection fees and
investments/other income each represented [__]% of total revenues.
The District’s Water System customers are charged flat quarterly fees based on the type
of connection and number of billing units assigned to each location. See “FINANCIAL MATTERS
OF THE DISTRICT – Water Charges.”
Number of Water Connections
The following table shows the number of residential and non-residential connections
served by the Water System for the past four calendar years.
Table 1
South Tahoe Public Utility District
Number and Type of Water Connections
As of
Dec, 31,
Single-
Family
Residential
Multi-Family
Residential Commercial Government
Total
Connections
2020 12,273 1,238 554 103 14,168
2021 12,409 1,187 532 107 14,235
2022 12,343 1,179 532 107 14,161
2023 12,361 1,176 511 115 14,163
2024 12,441 1,180 507 115 14,243
________________
Source: South Tahoe Public Utility District.
19
Top Ten Customers
In Fiscal Year 2023-24, the Water Service Charges paid by the ten largest water
customers (based on revenues) accounted for approximately [___]% of total Water System
revenues and [___]% of total Water Service Charge revenues. The following table shows the ten
largest customers of the Water System during Fiscal Year 2023-24.
Table 2
South Tahoe Public Utility District
Ten Largest Water System Customers During Fiscal Year 2023-24
No. Customer
Type
of Use
Revenues
Percent of
Total Revs. (1)
1. Heavenly Valley Ski Resort $235,615.59
2. City of South Lake Tahoe Government $196,519.01
3. Lake Tahoe Unified School District School $179,307.86
4. Marriott Grand Residency Hotel $86,576.08
5. El Dorado County Hotel $86,264.75
6. Lake Tahoe Resort Partners Hotel $77,201.04
7. Barton Memorial Hospital Hospital $75,416.71
8. Marriott Timber Lodge Hotel $65,830.50
9. Lake Tahoe Resort Hotel Hotel $58,760.14
10. Tahoe Verde Residential $43,740.41
Total, Top 10 $1,105,232.08
________________
(1) Based on total Water System revenues of [$__________] in Fiscal Year 2023-24.
Source: South Tahoe Public Utility District.
Water System Facilities
Water Supply. The District’s water supply is provided by 15 wells, with water supply
currently provided by 11 active supply wells and four standby wells. The District also maintains
30 observation wells for groundwater level monitoring.
Water Storage and Distribution. The District’s water storage and distribution consists
of 16 booster pump stations, 23 storage tanks, 26 pressure-reducing valves, and 320 miles of
potable water pipe. The 23 storage tanks provide the District with [____] of storage capacity,
which is equivalent to approximately [___] days of average potable water demand.
Treated Wastewater (Recycled Water). The District also operates a wastewater
treatment plant, but none of the treated wastewater is re-used within the District. All of the District’s
fully-treated wastewater is transported out of the District through the District’s 27-mile pipeline to
Alpine County, where it is stored and distributed for seasonal agricultural purposes.
Anticipated Capital Improvements
As shown on Table 4, the District’s anticipated capital improvements and capitalizable
expenses for the Water System total $70.6 million for the fiscal years shown. The Water System
capital improvements include [_________________].
The District anticipates that approximately 35% of these anticipated infrastructure costs,
including capitalizable expenses, will be self-funded, approximately 16% will be financed through
the Certificates, approximately 6% will be funded through grant funding, and approximately 43%
will be funded through future debt financing. The District cannot provide any assurance that any
specific improvements will be completed or completed on the anticipated schedule, or that the
expenditures shown below will made, or as to the availability or terms of any financing or grants.
20
Table 4
South Tahoe Public Utility District
Water System
5-Year Capital Improvement Program
Fiscal Years Ending June 30
Water System Capital
Improvements 2025 2026 2027 2028 2029 TOTAL
Water System
Improvements $9,771,000 $11,188,000 $12,177,000 $13,668,000 $14,174,000 $60,978,000
Engineering Dept. Staffing 1,811,000 1,865,000 1,921,000 1,979,000 2,038,000 9,614,000
TOTAL 11,582,000 13,053,000 14,098,000 15,647,000 16,212,000 70,592,000
Source: South Tahoe Public Utility District.
21
FINANCIAL MATTERS OF THE DISTRICT
Water Charges
Existing Charges. In 2024, the District engaged HDR Engineering, Inc. to prepare a water
rate study (the “Rate Study”). In May, 2024, pursuant to Ordinance No. 589-24 (the “Ordinance”),
the District adopted rates and charges for the Water System for the fiscal year ended June 30,
2025 and set forth rates and charges for the following four fiscal years, subject to annual
confirmation of such rates and charges by the Board of Directors.
The District’s water rates consist of a fixed monthly base charge based on meter size and
a variable consumption charge based on customer type, and, for single-family residential
customers, tiers based on consumption. Non-metered customers are charged a fixed monthly
rate based on customer type that ranges from $75.98 for a single family dwelling to $221.76 for a
four-plex.
Table 5
South Tahoe Public Utility District
Water Service Charges
Adopted Maximum Rates Effective July 1
2024 2025 2026 2027 2028
Monthly Base Charge by
Connection Size
¾” Meter $60.12 $65.83 $72.08 $78.93 $86.43
1” Meter 100.34 109.87 120.31 131.74 144.25
1-1/2” Meter 200.13 219.14 239.96 262.76 287.72
2” Meter 320.31 350.74 384.06 420.54 460.49
3” Meter 600.99 658.09 720.61 789.06 864.02
4” Meter 1,001.81 1,096.98 1,201.20 1,315.31 1,440.27
6” Meter 2,002.96 2,193.24 2,401.59 2,629.75 2,879.57
8” Meter 3,204.89 3,509.35 3,842.74 4,207.80 4,607.54
10” Meter 4,607.50 5,045.21 5,524.50 6,049.33 6,624.02
Consumption Rate (per CCF) (1)
Single Family – Tier 1 (1-15 CCF) $2.01 $2.22 $2.43 $2.66 $2.91
Single Family – Tier 2 (>15 CCF) 3.02 3.31 3.63 3.97 4.35
Multi Family 2.16 2.37 2.59 2.84 3.11
Commercial 2.20 2.41 2.63 2.88 3.16
_______________
(1) A CCF is one hundred cubic feet, or approximately 748 gallons.
Source: South Tahoe Public Utility District.
22
Historical Charges. Charges for water services for a typical single-family residence for
fiscal years ended June 30, 2015 through 2024 are set forth in the following table.
Table 6
South Tahoe Public Utility District
Historical Water Service Charges
for a Typical Single-Family Home
Fiscal Year
Ended June 30,
Annual Rate
Increase Annual Charge Monthly Equivalent
2015 6.5% $521.00 $43.42
2016 6.5% 554.80 46.23
2017 6.5% 590.80 49.23
2018 6% 629.20 52.43
2019 5% 660.80 55.07
2020 4% 700.68 58.39
2021 0 700.68 58.39
2022 0 700.68 58.39
2023 9% 763.80 63.65
2024 9.5% 836.40 69.70
________________
Source: South Tahoe Public Utility District.
Composition of Revenues. The following table shows the break-down of revenue from
water service charges between types of customers for Fiscal Year 2023-24.
Table 7
South Tahoe Public Utility District
Composition of Water Services Charges by Type of Customer
Revenue From
Service Charges
% of
Total
Residential $11,920,384.25 80%
Commercial 2,284,594.34 15%
Government 678,783.61 5%
Industrial 3,015.75 0%
Total $14,886,777.95 100%
________________
Source: South Tahoe Public Utility District ERP Billing System.
23
Delinquencies and Collection
Water System customer payments are due on the last day of each quarter. If payment is
not received by the last day of the quarter, the account is considered delinquent and is assessed
a 10% late penalty. If the account continues to be delinquent, the District may pursue collection
by having the County tax assessor add the delinquent service charges to the tax roll. The property
owner is required to submit payment for the property tax and delinquent service charges in order
to clear the annual tax lien. During the last five full fiscal years, the delinquent amount of water
and wastewater service charges as a percentage of total water and wastewater charges ranged
from 11.99% to 5.99%. Delinquent charges were [____]% at [_______], 2024.
Comparison with Neighboring Agencies
The following table sets forth the typical monthly wastewater and water service charges
for a typical single-family home in the District, and for similar customers in neighboring cities and
agencies.
Table 8
South Tahoe Public Utility District
Water and Water Service Fee Comparison
for a Typical Single-Family Home (1)
Agency Water Water Total
Incline Village GID $74.83 $60.05 $134.88
South Tahoe Public Utility District 59.58 76.36 135.94
Kingsbury GID 60.40 105.17 165.57
Truckee SD & Truckee Donner PUD (2) 60.63 111.07 171.70
North Tahoe PUD (2) 96.88 97.91 194.79
Tahoe City PUD (2) 101.31 129.01 230.32
_____________
(1) Assumes 3/4 inch water meter with 800 cubic feet or 6,000 gallons of monthly water use.
(2) Includes Tahoe-Truckee Sanitation Agency wastewater treatment charge of $39.33 per month.
Source: Bartle Wells Associates, based on data provided from each Agency.
District Property Taxes; Teeter Plan
Overview. In addition to water service charges, the District also receives a share of the
1% general property tax that is levied and collected within its taxable service area each year. The
District’s taxable service area lies within El Dorado County (the “County”) and accordingly, the
District receives a share of the 1% general property tax that is levied and collected by the County.
During Fiscal Year 2023-24, the District received approximately $[11.5] million in property tax
revenues, an increase of approximately [6.0]% from Fiscal Year 2022-23. Approximately $[3.4]
million of the $[11.5] million in Fiscal Year 2023-24 property tax revenues was allocable to the
Water System. The amount of property taxes levied and collected on behalf of the District is
adjusted annually, based on a cost-of-living factor and a population factor in accordance with
State law.
Property taxes for the District were approved by a vote of District customers in 1950 at the
time of the District’s formation. As required by the California Water Code (Division 7, Chapter 12,
§13951), the District is required to pump all wastewater treatment plant effluent out of the Lake
24
Tahoe watershed. The allocation of property taxes is intended to offset the additional costs
incurred by the District in order to meet this requirement.
Teeter Plan. The Board of Supervisors of El Dorado County has adopted the “Alternative
Method of Distribution of Tax Levies and Collections and of Tax Sale Proceeds” (the “Teeter
Plan”), as provided for in Section 4701 et seq. of the California Revenue and Taxation Code. The
Teeter Plan provides for the allocation and distribution of property tax levies and collections and
of tax sale proceeds. Under this method, the County pays the District 100% of property tax due
to the District and retains any penalties or delinquencies collected to offset such gross payment.
There can be no assurance that the County will not discontinue the Teeter Plan or remove the
District, or the property tax payable to the District, from the Teeter Plan in the future.
Assessed Valuations. As provided by Article XIIIA of the California Constitution, county
assessors’ assessed values are to reflect market value as of the date the property was last
assessed (or 1975, whichever is more recent), increased by a maximum of 2% per year.
Properties may be reassessed by the county only upon a change of at least 51% ownership of
existing property or upon new construction. The assessed values of parcels within the service
area of the District thus reflect, for undeveloped parcels, the estimate of the County assessor (the
“Assessor”) of market value when acquired (or 1975, whichever is later), possibly increased by
2% per year, and for parcels on which construction has occurred since their date of acquisition,
the Assessor’s estimate of market value as of the time of construction, possibly increased by 2%
per year. Because of the general limitation to 2% per year in increases in full cash value of
properties that remain in the same ownership, the County tax roll does not reflect values uniformly
proportional to actual market values.
Historical Assessed Valuations. The table below sets forth the historical assessed
values within the District for the fiscal years shown.
Table 9
South Tahoe Public Utility District
Historical Assessed Valuations
(Dollar amounts in thousands)
Fiscal Year End
(June 30) Secured Utility Unsecured
Total
Assessed
Value
%
Change
2015 $5,854,681 $0 $108,244 $5,962,925 N/A
2016 6,168,633 0 104,789 6,273,422 5.21%
2017 6,474,355 0 106,573 6,580,928 4.90
2018 6,902,397 0 108,688 7,011,085 6.54
2019 7,326,300 0 122,852 7,449,152 6.25
2020 7,648,503 0 124,852 7,773,355 4.35
2021 8,065,710 0 134,469 8,200,179 5.49
2022 8,455,422 0 142,516 8,597,938 4.85
2023 9,132,605 0 168,450 9,301,055 8.18
2024
__________________________
Source: California Municipal Statistics, Inc.
25
Tax Levies Attributable to Water System. The following table sets forth tax levies and
revenues attributable to the Water System for Fiscal Years 2019-20 through 2023-24. Historically,
the District allocated property tax revenues primarily to the District’s wastewater system. It is
anticipated that allocation of property tax revenues between the Water System and the District’s
wastewater system will continue adjusting until Fiscal Year 2028-29, when it is anticipated to settle
at 56% of revenues for the District’s wastewater system and 44% of revenues for the Water
System. [NTD: What caused the change in allocation between water and wastewater?]
Table 10
South Tahoe Public Utility District
Tax Levies and Revenues Attributable to Water System
Fiscal Years 2018-19 through 2022-23
(in $000s)
Fiscal Year Water Tax Levy
Annual %
Change Tax Revenues (1)
Annual %
Change
2019-20 $216 N/A $236,273 N/A
2020-21 $628 191% $687,341 191%
2021-22 $1,344 114% $1,470,552 114%
2022-23 $2,333 74% $2,601,966 77%
2023-24 Not yet available TBD $3,354,900 29%
________________
(1) Includes tax revenues received from the water tax levy, plus additional pass-through property tax payments from
El Dorado County.
Source: California Municipal Statistics, Inc.
Top Taxpayers. The following table sets forth the top 10 taxpayers within the District for
Fiscal Year [2022-23].
Table 11
South Tahoe Public Utility District
Top Taxpayers – Fiscal Year [2022-23]
No. Property Owner
Primary
Land Use
2022-23
Assessed Value
% of
Total
1. Sodalite Tahoe Hotel LLC Hotel 88,555,000
2. First American Trust FSB Resort/Timeshare 75,300,711
3. Heavenly Mountain Resort Ski Resort 72,599,872
4. Trans Sierra Investments Shopping Center 44,219,647
5. Tahoe Chateau Land Holding LLC Residential 44,106,934
6. Diamond Tahoe Owner LLC Hotel 35,586,829
7. Imperium Blue Tahoe Holdings LLC Retail Center 33,000,000
8. Gondola Vista Development Company LLC Residential 29,913,981
9. LCOF Lake Tahoe Investment LLC Hotel 28,586,072
10. Tahoe Crescent LLC. Commercial 27,498,277
Total, Top 20 Taxpayers $479,367,323 [__]%
Total, 2024-25 Local Secured Assessed Value $[________]
________________
Source: California Municipal Statistics, Inc.
26
Current Assets, Current Liabilities and Net Position
The following table shows the District’s current assets, current liabilities and net position,
as reflected in the audited financial statements, as well as related metrics, for the fiscal years
shown.
Table 12
South Tahoe Public Utility District
Water System
Current Assets, Current Liabilities and Net Position
Fiscal Years 2019-20 through 2023-24
2019-20
Actual
2020-21
Actual
2021-22
Actual
2022-23
Actual
[2023-24
Actual]
Current Assets
Cash and Cash Equivalents $1,417,852 $1,775,151 $2,069,104 $1,012,328 $4,621,766
Investments 1,067,724 414,799 710,617 576,469 152,477
Accounts Receivable, Net of
Allowance 1,407,572 1,263,463 1,374,304 1,492,516 1,796,183
Due from Governmental
Agencies 352,843 418,765 698,636 1,228,164 562,650
Interest Receivable 51,344 21,503 30,997 65,578 106,360
Other Current Assets 790,016 924,398 1,177,621 1,085,865 1,115,600
Leases Receivable -- -- 38,841 38,841 38,841
Total Current Assets $5,087,351 $4,818,079 $6,100,120 $5,499,761 $8,393,877
Current Liabilities
Accounts Payable and Other
Liabilities $953,264 $1,060,159 $3,563,947 $1,728,337 $2,560,148
Unearned Revenue 20,193 48,905 18,113 11,005 18,113
Accrued Expenses 305,440 194,238 299,208 142,732 29,333
Accrued Interest Payable 181,620 95,944 102,422 68,430 116,783
Deposits Payable 313,000 358,000 475,000 370,000 480,000
Compensated Absences -
Current Portion 490,288 483,604 656,043 814,475 675,759
Interfund Loan 3,000,000 -- -- -- --
Long-term Liabilities - Current
Portion 597,583 825,369 911,899 673,354 1,220,205
Accrued Payroll Liabilities -- -- 138,725 203,133 190,048
Construction Retainage -- -- 331,683 228,907 351,525
Total Current Liabilities $5,861,388 $3,066,219 $6,497,040 $4,240,373 $5,641,914
Net Position
Net Investment in Capital Assets 84,011,422 82,779,688 $83,722,162 $85,998,357 $84,956,428
Restricted for Security Deposits 115,000 115,000 115,000 115,000 115,000
Restricted for Debt Service 698,388 1,144,165 1,144,168 1,260,882 1,260,882
Restricted for Capital Asset
Purchases 3,000,000 -- -- --
Unrestricted 3,458,198 6,943,720 5,855,726 6,683,076 9,718,540
Total Net Position $91,283,008 $90,982,573 $90,837,056 $94,057,315 $96,050,850
__________________
Source: South Tahoe Public Utility District Annual Comprehensive Financial Reports for Fiscal Years 2019-20 through 2023-24.
27
Historical Revenues, Expenses and Debt Service Coverage
The table below presents the historical revenues, expenses and debt service coverage of
the Water System for the fiscal years shown.
Table 13
South Tahoe Public Utility District
Water System
Historical Revenues, Expenses and Debt Service Coverage
Fiscal Years 2019-20 through 2023-24
2019-20
Actual
2020-21
Actual
2021-22
Actual
2022-23
Actual
2023-24
Actual
GROSS REVENUES (1)
Service Charges $13,018,244 $13,261,201 $12,713,082 $13,758,694 $15,078,768
Connection and Service Fees 1,323,130 822,527 915,461 1,380,222 675,407
Other Operating Income 231,790 83,973 220,656 291,792 292,091
Investment Earnings 237,005 223,808 77,953 21,272 533,459
Aid from Govt. Entities 397,543 454,352 552,006 331,286 199,672
Other Nonoperating Income 98,906 223,977 305,957 280,197 162,042
Tax Revenues 236,273 687,341 1,470,553 2,603,966 3,354,900
Total $15,542,891 $15,757,179 $16,255,668 $18,667,429 $20,296,339
OPERATION & MAINTENANCE
Salaries & Benefits (2) $6,814,018 $7,111,155 $6,329,617 $6,897,163 $8,179,024
Utilities 751,140 1,016,952 1,073,412 1,037,709 1,412,159
Repairs & Maintenance 1,731,217 1,462,871 2,072,545 2,090,193 2,575,007
Other Operating Expenses 2,012,534 1,822,739 2,006,565 1,793,938 2,031,174
Net Operation & Maint. $11,308,909 $11,413,717 $11,482,139 $11,819,003 $14,197,364
NET REVENUES $4,233,982 $4,343,462 $4,773,529 $6,848,426 $6,098,975
DEBT SERVICE (3) $860,546 $739,202 $1,196,952 $1,240,657 $1,265,797
DEBT SERVICE COVERAGE 4.92 5.88 3.99 5.52 4.82
___________________
(1) Excludes property tax revenues, which are applied to reduce operating expenses.
(2) Annual fluctuations are partly due to the amount of labor hours allocated to capital improvements; the District provides engineering services for many of its
capital improvement projects.
(3) Total amount of debt service due and payable in each fiscal year.
Source: South Tahoe Public Utility District.
28
Projected Revenues, Expenses and Debt Service Coverage
The table below includes projected revenues, expenses and debt service coverage for the
Water System for Fiscal Years 2024-25 through 2028-29. Key assumptions underlying these
projections follow the table, and should be read in their entirety. Actual future results may vary
from those set forth in the following table and under certain circumstances, such variances may
be material.
Table 14
South Tahoe Public Utility District
Water System
Projected Revenues, Expenses and Changes in Net Position
Fiscal Years 2024-25 through 2028-29
2024-25
Projected
2025-26
Projected
2026-27
Projected
2027-28
Projected
2028-29
Projected
GROSS REVENUES (1)
Water Service Charges (2) $16,545,000 $18,153,000 $19,917,000 $21,853,000 $23,977,000
Connection and New Service Fees 675,000 364,000 364,000 364,000 364,000
Other Revenues (3) 903,000 1,103,000 1,196,000 1,258,000 1,317,000
Total $18,123,000 $19,620,000 $21,477,000 $23,475,000 $25,658,000
OPERATION & MAINTENANCE COSTS
Salaries & Benefits (4) $7,544,000 $7,770,000 $8,003,000 $8,243,000 $8,490,000
Other Operating Expenses (5) 7,523,000 7,749,000 8,101,000 8,344,000 8,594,000
Less Application of Tax Revenues (6) (4,085,000) (4,590,000) (5,122,000) (5,681,000) (6,130,000)
Net Operation & Maint. $10,982,000 $10,929,000 $10,982,000 $10,906,000 $10,954,000
NET REVENUES $7,141,000 $8,691,000 $10,495,000 $12,569,000 $14,704,000
DEBT SERVICE
Outstanding Debt $1,633,000 $1,896,000 $1,896,000 $1,896,000 $1,896,000
The Certificates* 0 725,000 725,000 725,000 725,000
Projected Future Debt (4) 0 0 209,000 544,000 805,000
Total $1,633,000 $2,621,000 $2,830,000 $3,165,000 $3,426,000
DEBT SERVICE COVERAGE 4.37 3.32 3.71 3.97 4.29
NET REVENUES REMAINING AFTER
PAYMENT OF DEBT SERVICE $5,508,000 $6,070,000 $7,665,000 $9,404,000 $11,278,000
___________________
* Preliminary; subject to change.
(1) Excludes property tax revenues, which are applied directly to payment of Operation and Maintenance costs.
(2) Accounts for future adopted rate increases of 9.5% per year through Fiscal Year 2029-29 and growth estimated at [___]% per fiscal year.
(3) Includes projected interest earnings, Diamond Valley Ranch service charges, penalties and other miscellaneous revenues.
(4) Fiscal Year 2024-25 Salaries & Benefits assumes full staffing and an additional estimated 10% increase in compensation, with 3% annual
cost escalation.
(5) Assumes 3% annual cost escalation
(6) Assumes both a 3% annual escalation of total District property tax revenues and a planned decrease to the share of property tax revenues
allocated to the Water System.
Source: South Tahoe Public Utility District.
Key assumptions underlying projections set forth in Table 14 include the following:
• [13.5]% service charge rate increases for Fiscal Year 2024-25 followed by [9.5]%
increases for the following years.
• Salaries & Benefits and Other Operating Expenses increase at 3% per fiscal year.
29
• Property tax revenue increase 3% per fiscal year and are used to fund Operating
and Maintenance Expenses.
Outstanding Long-Term Debt
As of June 30, 2024, the District had the following long-term obligations payable from
revenues of the Water System.
Outstanding Obligation
Date of
Agreement
Original
Principal
Amount
Outstanding
June 30, 2024
Interest
Rate
Final
Maturity
2013 Water Installment Sale Agreement [___] $10,000,000 [____] 2.27% 1/30/2030
SRF Project No. [__], Agreement No.
[__],between the District and the
California State Water Resources Control
Board (SRF Meters Phase 1)
[___] $3,503,116 [___] 0% 1/1/2047
SRF Project No. [__], Agreement No.
[__],between the District and the
California State Water Resources Control
Board (SRF Meters Phase 2)
[___] $1,098,593 [___] 1.6% 7/1/2037
SRF Project No. [__], Agreement No.
[__],between the District and the
California State Water Resources Control
Board (SRF Meters Phase 3-5)
[___] Up to
$14,010,534 [___] 1.8% [___]
SRF Project No. [__], Agreement No.
[__],between the District and the
California State Water Resources Control
Board (SRF Waterline Replacement)
[___] Up to
$3,627,005 [___] 1.7% 7/1/2049
SRF Project No. [__], Agreement No.
[__],between the District and the
California State Water Resources Control
Board (Keller Heavenly Water System
Improvement Project)
[___] Up to
$5,500,000 [___] 1.2% 10/15/2043
2021 Rocky I SRF Loan 2/23/2022 Up to
$9,000,000 [___] 1.2% 12/31/2053
Source: South Tahoe Public Utility District.
30
Investment Policy; Investments
Investment Policy. The District’s Board of Directors periodically reviews and adopts or
ratifies the District’s Statement of Investment Policy in accordance with Section 53600 of the
Government Code of the State of California. The policy was adopted in its current form on
February 2, 2017 (the “Investment Policy”). The Investment Policy sets forth the following
objectives:
Safety: Safety of principal is the foremost objective of the District. Investments shall be
made in a manner that first seeks to ensure the preservation of capital in the overall portfolio.
And, second seeks to minimize capital losses, whether they be from securities defaults or erosion
of market value.
Liquidity: The investment portfolio shall be structured to provide sufficient liquidity to
enable the District to meet its cash flow requirements. An adequate percentage of the portfolio
should be maintained in liquid short-term securities, which can be converted to cash if necessary
to meet disbursement requirements. Since all cash requirements cannot be anticipated,
investments in securities with active secondary or retail markets are highly recommended.
Emphasis is on marketable securities with low sensitivity to market risk.
Yield: The investment program shall be designed with the objective of attaining a market
rate of return on its investments consistent with the constraints imposed by its safety objective
and cash flow considerations. Yield should become a consideration only after the basic
requirements of safety and liquidity have been met.
Investment Portfolio. As of June 30, 2024, the District had the following cash and
investments:
31
Table 15
South Tahoe Public Utility District
Cash and Investments – As of [June 30, 2024]
Cash and Cash Equivalents
Unrestricted:
Cash on hand
Unrestricted deposits in financial institutions
Deposits in Local Agency Investment Fund (LAIF)
Deposits in El Dorado County Treasury
Deposits in California Asset Management Program (CAMP)
Total unrestricted cash and cash equivalents
Restricted:
Deposits in CAMP
Restricted for debt service payment
Total restricted cash and cash equivalents
Total cash and cash equivalents
Investments
Unrestricted:
Federal agency and instrumentalities
U.S. corporate debt
Asset backed securities
Supranationals
Municipal bonds
U.S. Treasury obligations
Negotiable certificates of deposit
Total unrestricted investments
Restricted:
Negotiable certificates of deposit
Total investments
Total Cash and Investments
____________
Source: South Tahoe Public Utility District Comprehensive Annual Financial Report for
Fiscal Year 2023-24.
Retirement Plans
California Public Employees Retirement System. The District contributes to the
California Public Employees Retirement System (“CalPERS”), a cost-sharing multi-employer
defined benefit pension plan (the “Plan”). CalPERS provides retirement and disability benefits,
annual cost-of-living adjustments, and death benefits to plan members and beneficiaries.
CalPERS acts as a common investment and administrative agent for participating public agencies
within the State of California.
CalPERS provides service retirement and disability benefits, annual cost of living
adjustments and death benefits to plan members, who must be public employees and
beneficiaries. Benefits are based on years of credited service. The death benefit is one of the
32
following: the Basic Death Benefit, the 1957 Survivor Benefit, or the Optional Settlement 2W
Death Benefit. The cost of living adjustments for each plan are applied as specified by the Public
Employees’ Retirement Law. See APPENDIX B – “COMPREHENSIVE ANNUAL FINANCIAL
REPORT FOR THE FISCAL YEAR ENDED JUNE 30, 2024.
The Plans’ provisions and benefits in effect at June 30, 2024, are summarized as follows:
Miscellaneous
Hire date
Prior to January 1, 2013
Benefit Formula 2.7% @ 55
Benefit vesting schedule 5 years’ service
Benefit payments monthly for life
Retirement age 50 - 55
Monthly benefits, as a % of eligible comp. 2.0% to 2.7%
Required employee contribution rate 8.000%
Required employer contribution rate [13.35]%
Miscellaneous PEPRA
Hire date On or after January 1, 2013
Benefit Formula 2.0% @ 62
Benefit vesting schedule 5 years’ service
Benefit payments monthly for life
Retirement age 52 - 67
Monthly benefits, as a % of annual salary 1.0% to 2.5%
Required employee contribution rates 6.750%
Required employer contribution rates [7.47]%
________________
Source: South Tahoe Public Utility District.
Annual Contributions, Unfunded Accrued Liability and Net Pension Liability.
CalPERS collects employer contributions for the Plan as a percentage of payroll at the Plan’s
actuarially determined rate. The District’s contributions to the Plan for the fiscal years ended June
30, 2023 and 2022 were $2,299,876 and $2,202,759, respectively. The amount of the District’s
contributions to the Plan for the fiscal year ended June 30, 2023 that were related to the Water
System was $893,548.
Based on the annual valuation reports prepared by CalPERS, the estimated unfunded
accrued liability for the two Plans for the District were as follows: Classic Employees
($17,536,369) and PEPRA Employees ($609,003). These actuarial valuation reports for each
Plan are prepared as of June 30, 2023 and are the most recently available reports.
GASB Statement No. 68 requires the District to annually calculate its “net pension liability,”
which is the difference between the total pension liability (the present value of projected benefit
payments to employees based on their past service) and the assets (mostly investments reported
at fair value) set aside in a trust and restricted to paying benefits to current employees, retirees,
and their beneficiaries. As of June 30, 2023 and 2022, the District reported net pension liability
for its proportionate share of the net pension liability of each Plan to be $14,442,141 and
$5,830,236, respectively. The amount of net pension liability related to the Water System as of
June 30, 2023, was $6,035,283, based on Water System contributions as a percentage of total
net pension liability.
33
For additional details on the District’s pension liabilities, and the assumptions included
therein, see APPENDIX B.
No Other Post-Employment Benefits (OPEB). The District does not provide other post-
employment benefits (OPEB).
RISK FACTORS
This section describes certain special considerations and risk factors affecting the
payment of and security for the Certificates. The following discussion is not meant to be an
exhaustive list of the risks associated with the purchase of any Certificates and the order does
not necessarily reflect the relative importance of the various risks. Potential investors in the
Certificates are advised to consider these special factors along with all other information in this
Official Statement in evaluating the Certificates. There can be no assurance that other
considerations will not materialize in the future, and if additional considerations materialize to a
sufficient degree, they could delay or prevent payment of principal of and interest on the
Certificates.
Water System Demand
There can be no assurance that the demand for water services will occur as described in
this Official Statement. Reduction in levels of demand could require an increase in rates or
charges to comply with the covenants to fix rates and charges.
Water System Expenses
There can be no assurance that the District’s expenses will be consistent with the
descriptions in this Official Statement. Increases in expenses could require an increase in rates
or charges to comply with the rate covenant.
Regulatory Requirements
The operations of the Water System are subject to state and federal laws and regulations,
particularly with respect to water quality requirements. The adoption of more stringent laws or
regulations may cause the District to incur greater expenses for the operation of the Water
System. No assurance can be given that the costs of complying with any such new laws or
regulations will not adversely affect the District’s ability to generate sufficient Net Revenues in the
amounts or on the schedule required by the Installment Sale Agreement.
Natural Disasters
General. From time to time, the service area of the District is subject to natural calamities
that may adversely affect economic activity in the District, which could have a negative impact on
Water System finances. There can be no assurance that the occurrence of any natural calamity
would not cause substantial damage to the Water System, or that the District would have
insurance or other resources available to make repairs to the Water System in order to generate
sufficient Net Revenues to pay debt service on the Certificates when due. The casualty and
liability insurance maintained by the District may not cover damages and losses to the Water
System due to earthquake, fire, flood or other natural calamities.
34
Seismic. Like all of California, the service area of the District is subject to unpredictable
seismic events such as earthquakes. Potential hazards related to earthquakes include ground
shaking, surface rupture along the fault zone, and related secondary ground failures. Typical
seismically-induced ground failures include liquefaction, lateral spreading, ground lurching,
landslides, inundation, and settlement. Seismic events could destroy or damage portions of the
Water System, thereby increases the District’s expenses, or reduce demand for its water service
by damaging businesses and residential dwelling that are customers, thereby decreasing
revenues.
Flooding. Low-lying areas around Lake Tahoe are subject to flooding from heavy rainfall.
Dam failure is another potential source of flooding. The District operates two dams, the Indian
Creek Reservoir and the Harvey Place Reservoir, in sparsely populated areas of Alpine County.
Flooding may cause damage to the District’s facilities or other structures within the District’s
service area and any such damage may be material.
Fire. In recent years, portions of California have experienced wildfires that have burned
thousands of acres and destroyed thousands of homes and structures, even in areas not
previously thought to be prone to wildfires. In 2007, a wildfire known as the Angora Fire burned
in the vicinity of the District and damaged over 300 structures, including a District-owned storage
tank and pump station. Areas affected by wildfires are more prone to flooding and mudslides that
can further lead to the destruction of homes. Fires may cause damage to District facilities or other
structures within the District’s service area and any such damage may be material.
Limitations on Remedies Available to Owners of Certificates
The ability of the District to comply with its covenants under the Trust Agreement and
generate sufficient Net Revenues may be adversely affected by actions and events outside of the
control of the District or taken (or not taken) by voters, property owners, taxpayers or payers of
assessments, fees and charges. See “– Articles XIIIC and XIIID” below. Furthermore, any
remedies available to the owners of the Certificates upon the occurrence of an event of default
under the Trust Agreement are in many respects dependent upon judicial actions, which are often
subject to discretion and delay and could prove both expensive and time consuming to obtain.
In addition to the limitations on remedies contained in the Trust Agreement, the rights and
obligations under the Certificates, the Trust Agreement may be subject to the following: the United
States Bankruptcy Code and applicable bankruptcy, insolvency, reorganization, moratorium, or
similar laws relating to or affecting the enforcement of creditors’ rights generally, now or hereafter
in effect; usual equity principles which may limit the specific enforcement under State law of
certain remedies; the exercise by the United States of America of the powers delegated to it by
the Federal Constitution; and the reasonable and necessary exercise, in certain exceptional
situations, of the police power inherent in the sovereignty of the State of California and its
governmental bodies in the interest of serving a significant and legitimate public purpose.
Bankruptcy proceedings, or the exercise of powers by the federal or state government, if
initiated, could subject the owners of the Certificates to judicial discretion and interpretation of
their rights in bankruptcy or otherwise, and consequently may entail risks of delay, limitation or
modification of their rights.
Change in Law
In addition to the other limitations described herein, the California electorate or Legislature
could adopt a constitutional or legislative property tax decrease or an initiative with the effect of
35
reducing revenues payable to or collected by the District. There is no assurance that the
California electorate or Legislature will not at some future time approve additional limitations that
could have the effect of reducing the Net Revenues and adversely affecting the security of the
Certificates.
Loss of Tax-Exemption
As discussed under the caption “TAX MATTERS,” interest on the Certificates could
become includable in gross income for purposes of federal income taxation retroactive to the date
the Certificates were issued, as a result of future acts or omissions of the District in violation of its
covenants in the Trust Agreement. Should such an event of taxability occur, the Certificates are
not subject to special redemption and will remain Outstanding until maturity or until redeemed
under other provisions set forth in the Trust Agreement.
Articles XIIIC and XIIID
General. An initiative measure entitled the “Right to Vote on Taxes Act” (the “Initiative”)
was approved by the voters of the State of California at the November 5, 1996 general election.
The Initiative added Article XIIIC and Article XIIID to the California Constitution. According to the
“Title and Summary” of the Initiative prepared by the California Attorney General, the Initiative
limits “the authority of local governments to impose taxes and property related assessments, fees
and charges.”
Article XIIID. Article XIIID defines the terms “fee” and “charge” to mean “any levy other
than an ad valorem tax, a special tax or an assessment, imposed by an agency upon a parcel or
upon a person as an incident of property ownership, including user fees or charges for a property
related service.” A “property related service” is defined as “a public service having a direct
relationship to property ownership.” Article XIIID further provides that reliance by an agency on
any parcel map (including an assessor’s parcel map) may be considered a significant factor in
determining whether a fee or charge is imposed as an incident of property ownership.
Article XIIID requires that any agency imposing or increasing any property-related fee or
charge must provide written notice thereof to the record owner of each identified parcel upon
which such fee or charge is to be imposed and must conduct a public hearing with respect thereto.
The proposed fee or charge may not be imposed or increased if a majority of owners of the
identified parcels file written protests against it. As a result, if and to the extent that a fee or charge
imposed by a local government for water service is ultimately determined to be a “fee” or “charge”
as defined in Article XIIID, the local government’s ability to increase such fee or charge may be
limited by a majority protest.
In addition, Article XIIID includes a number of limitations applicable to existing fees and
charges including provisions to the effect that: (a) revenues derived from the fee or charge may
not exceed the funds required to provide the property-related service; (b) such revenues may not
be used for any purpose other than that for which the fee or charge was imposed; (c) the amount
of a fee or charge imposed upon any parcel or person as an incident of property ownership may
not exceed the proportional cost of the service attributable to the parcel; (d) no such fee or charge
may be imposed for a service unless that service is actually used by, or immediately available to,
the owner of the property in question. Property related fees or charges based on potential or
future use of a service are not permitted; and (e) no fee or change may be imposed for general
governmental purposes.
36
Based upon the California Court of Appeal decision in Howard Jarvis Taxpayers
Association v. City of Los Angeles, 85 Cal. App. 4th 79 (2000), which was denied review by the
State Supreme Court, it was generally believed that Article XIIID did not apply to charges for water
services that are “primarily based on the amount consumed” (i.e., metered water rates), which
had been held to be commodity charges related to consumption of the service, not property
ownership. The Supreme Court stated in Bighorn-Desert View Water Agency v. Verjil, 39 Cal.
4th 205 (2006) (the “Bighorn Case”), however, that fees for ongoing water service through an
existing connection were property-related fees and charges. The Supreme Court specifically
disapproved the holding in Howard Jarvis Taxpayers Association v. City of Los Angeles that
metered water rates are not subject to Proposition 218. The District has complied with the notice
and public hearing requirements of Article XIIID in establishing Water System rates and charges.
Article XIIIC. Article XIIIC provides that the initiative power may not be prohibited or
otherwise limited in matters of reducing or repealing any local tax, assessment, fee or charge and
that the power of initiative to affect local taxes, assessments, fees and charges is applicable to all
local governments. Article XIIIC does not define the terms “local tax,” “assessment,” “fee” or
“charge,” so it was unclear whether the definitions set forth in Article XIIID referred to above are
applicable to Article XIIIC. Moreover, the provisions of Article XIIIC are not expressly limited to
local taxes, assessments, fees and charges imposed after November 6, 1996. On July 24, 2006,
the Supreme Court held in the Bighorn Case that the provisions of Article XIIIC included rates and
fees charged for domestic water use. In the decision, the Court noted that the decision did not
address whether an initiative to reduce fees and charges could override statutory rate setting
obligations. In any event, the District does not believe that Article XIIIC grants to the voters within
the District the power to repeal or reduce rates and charges for the water service in a manner
which would be inconsistent with the contractual obligations of the District. However, there can
be no assurance of the availability of particular remedies adequate to protect the beneficial
owners of the Certificates. Remedies available to beneficial owners of the Certificates in the event
of a default by the District are dependent upon judicial actions which are often subject to discretion
and delay and could prove both expensive and time consuming to obtain. So long as the
Certificates are held in book-entry form, DTC (or its nominee) will be the sole registered owner of
the Certificates and the rights and remedies of the Owners of the Certificates will be exercised
through the procedures of DTC.
Proposition 26
Proposition 26 was approved by the electorate at the November 2, 2010 election and
amended California Constitution Articles XIIIA and XIIIC. The proposition imposes a two-thirds
voter approval requirement for the imposition of fees and charges by the State. It also imposes
a majority voter approval requirement on local governments with respect to fees and charges for
general purposes, and a two-thirds voter approval requirement with respect to fees and charges
for special purposes. Proposition 26, according to its supporters, is intended to prevent the
circumvention of tax limitations imposed by the voters in California Constitution Articles XIIIA,
XIIIC and XIIID pursuant to Proposition 13, approved in 1978, Proposition 218, approved in 1996,
and other measures through the use of non-tax fees and charges. Proposition 26 expressly
excludes from its scope a charge imposed for a specific government service or product provided
directly to the payor that is not provided to those not charged, and which does not exceed the
reasonable cost to the State or local government of providing the service or product to the payor.
Proposition 26 applies to charges imposed or increased by local governments after the date of its
approval. The District believes its Water System rates and charges are not taxes under
Proposition 26. The District is unable to predict at this time how Proposition 26 will be interpreted
by the courts or what its ultimate impact will be.
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Constitutional Limitations on Appropriations and Fees
Under Article XIIIB of the California Constitution, as amended, state and local government
entities have an annual “appropriations limit” which limits their ability to spend certain moneys
called “appropriations subject to limitation,” which consist of tax revenues, certain state
subventions and certain other moneys, including user charges to the extent they exceed the costs
reasonably borne by the entity in providing the service for which it is levying the charge. The
District is of the opinion that the user charges of the Water System imposed by the District do not
exceed the costs the District reasonably bears in providing the Water Service. In general terms,
the “appropriations limit” is to be based on certain 1978/79 expenditures, and is to be adjusted
annually to reflect changes in the consumer price index, population, and services provided by
these entities. Among other provisions of Article XIIIB, if an entity’s revenues in any year exceed
the amount permitted to be spent, the excess would have to be returned by revising tax rates or
fee schedules over the subsequent two years.
Future Initiatives
Articles XIIIB, XIIIC and XIIID were adopted as measures that qualified for the ballot
pursuant to California’s initiative process. From time to time other initiatives have been and could
be proposed and adopted affecting the Water System’s revenues or ability to increase revenues.
Neither the nature and impact of these measures nor the likelihood of qualification for ballot or
passage can be anticipated by the District.
Limited Recourse on Default
If the District defaults on its obligation to pay the Certificates, the Trustee, as assignee of
the District, has the right to accelerate the total unpaid principal amounts of the Certificates.
However, in the event of a default and such acceleration there can be no assurance that the
District will have sufficient Net Revenues to pay the accelerated Certificates.
Secondary Market for Certificates
There can be no guarantee that there will be a secondary market for the Certificates or, if
a secondary market exists, that any Certificates can be sold for any particular price. Prices of
bond issues for which a market is being made will depend upon then-prevailing circumstances.
Occasionally, because of general market conditions or because of adverse history or economic
prospects connected with a particular issue, secondary marketing practices in connection with a
particular issue are suspended or terminated. Additionally, prices of issues for which a market is
being made will depend upon then-prevailing circumstances. Such prices could be substantially
different from the original purchase price.
No assurance can be given that the market price for the Certificates will not be affected
by the introduction or enactment of any future legislation (including without limitation amendments
to the Internal Revenue Code), or changes in interpretation of the Internal Revenue Code, or any
action of the Internal Revenue Service, including but not limited to the publication of proposed or
final regulations, the issuance of rulings, the selection of the Certificates for audit examination, or
the course or result of any Internal Revenue Service audit or examination of the Certificates or
obligations that present similar tax issues as the Certificates.
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Future Parity Obligations
As described in “SECURITY AND SOURCES OF PAYMENT FOR THE CERTIFICATES
– Parity Obligations” above, the Trust Agreement permits the District to issue Parity Obligations,
under which its obligations would be payable on a parity with the Installment Payments.
The coverage tests described in “SECURITY AND SOURCES OF PAYMENT FOR THE
CERTIFICATES – Parity Obligations” involve, to some extent, projections of Net Revenues. If
Parity Obligations is issued, the debt service coverage for the Certificates could be diluted below
what it otherwise would be. Moreover, there is no assurance that the assumptions that form the
basis of such projections, if any, will be realized subsequent to the date of such projections. If
such assumptions are not realized, the amount of future Net Revenues may be less than
projected, and the actual amount of Net Revenues may be insufficient to provide for the payment
of the Certificates and any future Parity Obligations.
Potential Impact of Climate Change
There is evidence that increasing concentrations of greenhouse gases have caused and
will continue to cause a rise in temperatures around the world, which will result in a wide range of
changes in climate patterns. Moreover, there is evidence that a warming trend occurred during
the latter part of the 20th century and will likely continue through the 21st century. These changes
will have a direct effect on water resources in the State, and numerous studies on climate and
water in the State have been conducted to determine the potential impacts.
Numerous scientific studies on global climate change show that, among other effects on
the global ecosystem, sea levels will rise, extreme temperatures will become more common, and
extreme weather events will become more frequent as a result of increasing global temperatures
attributable to atmospheric pollution. For example, the Fourth National Climate Assessment,
published by the U.S. Global Change Research Program, in November 2018 (NCA4) finds that
more frequent and intense extreme weather and climate-related events, as well as changes in
average climate conditions, are expected to continue to damage infrastructure, ecosystems and
social systems over the next 25 to 100 years.
Cybersecurity
The District, like many other public and private entities, relies on computer and other digital
networks and systems to conduct its operations and finances. As a recipient and provider of
personal, private and other sensitive electronic information, the District is potentially subject to
multiple cyber threats including, but not limited to, hacking, viruses, malware, ransomware and
other attacks on computer and other sensitive digital networks and systems. Entities or individuals
may attempt to gain unauthorized access to the District’s systems for the purposes of
misappropriating assets or information or causing operational disruption or damage.
The District has not had a major cybersecurity breach that resulted in a financial loss or
operational disruption. The District continues to monitor the cyber threat landscape (both with
internal and external resources) and invest in the latest security technology and training to provide
a comprehensive cybersecurity program to protect the District’s digital assets. Monitoring the
evolving cybersecurity threats is challenging; however, the District utilizes many channels of
information, including Federal (Multi-State Information Sharing and Analysis Center, a division of
the Department of Homeland Security), State (Municipal Information Systems Association of
California, aka MISAC), and starting in FY 2020-21: a “cybersecurity as-a-service” firm that
dedicates two cybersecurity experts to monitor and report back to the District any threats
39
observed in the District’s network traffic or on the District connected devices. The District also
evaluates the cybersecurity technology protecting the District’s digital assets twice annually,
during the maintenance contract renewal and during the extensive application process for the
MISAC Excellence in Information Technology Practices award, which the District has been
awarded every year since 2014. The District also provides regular and ongoing training to all staff
on the latest phishing, social engineering attacks, and safe browsing practices to avoid common
cybersecurity threat vectors. However, even with this investment in cybersecurity, these attacks
can be carefully and patiently orchestrated to take down or disrupt targeted public services, thus
no assurances can be given that the District will be successful in guarding against any and each
cyber threat or breach.
CONTINUING DISCLOSURE
The District has covenanted for the benefit of owners of the Certificates to provide certain
financial information and operating data relating to the District and the Water System by not later
than March 1 following the end of each fiscal year (presently the end of the fiscal year is the last
day in June), commencing with its report for the fiscal year ended June 30, 2025 (the “Annual
Report”), due by March 1, 2026, and to provide notices of the occurrence of certain enumerated
events. The Annual Reports and notices of enumerated events will be filed with the Municipal
Securities Rulemaking Board (the “MSRB”). These covenants have been made in order to assist
the Underwriter in complying with Securities and Exchange Commission Rule 15c2-12 (the
“Rule”). The specific nature of the information to be contained in the Annual Report and the
enumerated events is summarized in APPENDIX F – “FORM OF CONTINUING DISCLOSURE
CERTIFICATE.”
The District has previously entered into a continuing disclosure undertaking in connection
with wastewater revenue refunding bonds it issued in 2021. In the previous five years, the District
has failed to comply with its existing continuing disclosure undertaking by filing audited financial
statements and operating and statistical data 911 days late in the case of information related to
Fiscal Year 2020-21, 546 days late in the case of information related to Fiscal Year 2021-22, and
180 days late in the case of information related to Fiscal Year 2022-23. The District attributes
such failures to changes in internal processes, including a transition in staff responsibilities and
updates to compliance procedures. The District has since conducted a thorough review of its
compliance procedures and has implemented corrective actions to ensure timely filings in the
future. These measures include strengthening internal controls, including assigning specific
responsibilities for monitoring and filing disclosures, and providing additional training for staff on
compliance and reporting requirements.
LEGAL OPINIONS
Legal matters incident to the authorization, execution and delivery of the Certificates are
subject to the approving opinion of Jones Hall, A Professional Law Corporation, San Francisco,
California, Special Counsel, and certain other conditions. Jones Hall is also serving as Disclosure
Counsel to the District. Certain legal matters will be passed upon for the District by the District’s
general counsel, and for the Underwriter by Kutak Rock LLP, Irvine, California, as its counsel.
The compensation of Special Counsel, Disclosure Counsel and Underwriter’s counsel is
contingent on the successful sale of the Certificates.
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TAX MATTERS
Federal Tax Status. In the opinion of Jones Hall, A Professional Law Corporation, San
Francisco, California, Special Counsel, subject, however to the qualifications set forth below,
under existing law, the portion of Installment Payments designated as and comprising interest
and received by the owners of the Certificates is excluded from gross income for federal income
tax purposes and such interest is not an item of tax preference for purposes of the federal
alternative minimum tax. The portion of Installment Payments designated and comprising interest
may be subject to the corporate alternative minimum tax.
The opinions set forth in the preceding paragraph are subject to the condition that the
District comply with all requirements of the Internal Revenue Code of 1986, as amended (the "Tax
Code") that must be satisfied subsequent to the execution and delivery of the Certificates in order
that the interest with respect thereto be, and continue to be, excludable from gross income for
federal income tax purposes. The District has made certain representations and covenants in
order to comply with each such requirement. Inaccuracy of those representations, or failure to
comply with certain of those covenants, may cause the inclusion of such interest in gross income
for federal income tax purposes, which may be retroactive to the date of execution and delivery
of the Certificates.
Tax Treatment of Original Issue Discount and Premium. If the initial offering price to
the public at which a Certificate is sold is less than the amount payable at maturity thereof, then
such difference constitutes "original issue discount" for purposes of federal income taxes and
State of California personal income taxes. If the initial offering price to the public at which a
Certificate is sold is greater than the amount payable at maturity thereof, then such difference
constitutes "bond premium" for purposes of federal income taxes and State of California personal
income taxes. De minimis original issue discount and bond premium is disregarded.
Under the Tax Code, original issue discount is treated as interest excluded from federal
gross income and exempt from State of California personal income taxes to the extent properly
allocable to each owner thereof subject to the limitations described in the first paragraph of this
section. The original issue discount accrues over the term to maturity of the Certificate on the
basis of a constant interest rate compounded on each interest or principal payment date (with
straight-line interpolations between compounding dates). The amount of original issue discount
accruing during each period is added to the adjusted basis of such Certificates to determine
taxable gain upon disposition (including sale, redemption, or payment on maturity) of such
Certificate. The Tax Code contains certain provisions relating to the accrual of original issue
discount in the case of purchasers of the Certificates who purchase the Certificates after the initial
offering of a substantial amount of such maturity. Owners of such Certificates should consult their
own tax advisors with respect to the tax consequences of ownership of Certificates with original
issue discount, including the treatment of purchasers who do not purchase in the original offering
to the public at the first price at which a substantial amount of such Certificates is sold to the
public.
Under the Tax Code, bond premium is amortized on an annual basis over the term of the
Certificate (said term being the shorter of the Certificate's maturity date or its call date). The
amount of bond premium amortized each year reduces the adjusted basis of the owner of the
Certificate for purposes of determining taxable gain or loss upon disposition. The amount of bond
premium on a Certificate is amortized each year over the term to maturity of the Certificate on the
basis of a constant interest rate compounded on each interest or principal payment date (with
straight-line interpolations between compounding dates). Amortized Certificate premium is not
41
deductible for federal income tax purposes. Owners of premium Certificates, including
purchasers who do not purchase in the original offering, should consult their own tax advisors
with respect to State of California personal income tax and federal income tax consequences of
owning such Certificates.
California Tax Status. In the further opinion of Special Counsel, the portion of Installment
Payments designated as and comprising interest and received by the owners of the Certificates
is exempt from California personal income taxes.
Other Tax Considerations. Current and future legislative proposals, if enacted into law,
clarification of the Tax Code or court decisions may cause interest with respect to the Certificates
to be subject, directly or indirectly, to federal income taxation or to be subject to or exempted from
state income taxation, or otherwise prevent beneficial owners from realizing the full current benefit
of the tax status of such interest. The introduction or enactment of any such legislative proposals,
clarification of the Tax Code or court decisions may also affect the market price for, or
marketability of, the Certificates. It cannot be predicted whether or in what form any such proposal
might be enacted or whether, if enacted, such legislation would apply to Certificates issued prior
to enactment.
The opinions expressed by Special Counsel are based upon existing legislation and
regulations as interpreted by relevant judicial and regulatory authorities as of the date of such
opinion, and Special Counsel has expressed no opinion with respect to any proposed legislation
or as to the tax treatment of interest with respect to the Certificates, or as to the consequences of
owning or receiving interest with respect to the Certificates, as of any future date. Prospective
purchasers of the Certificates should consult their own tax advisors regarding any pending or
proposed federal or state tax legislation, regulations or litigation, as to which Special Counsel
expresses no opinion.
Owners of the Certificates should also be aware that the ownership or disposition of, or
the accrual or receipt of interest with respect to, the Certificates may have federal or state tax
consequences other than as described above. Other than as expressly described above, Special
Counsel expresses no opinion regarding any federal or state tax consequences arising with
respect to the Certificates s, the ownership, sale or disposition of the Certificates, or the amount,
accrual or receipt of interest with respect to the Certificates.
The form of the proposed opinion of Special Counsel is attached as APPENDIX E.
NO MATERIAL LITIGATION
There is no action, suit, or proceeding known by the District to be pending or threatened
at the present time restraining or enjoining the delivery or in any way contesting or affecting the
validity of the Certificates, the Installment Sale Agreement, the Trust Agreement or the
proceedings of the District or the Trustee taken with respect to the execution or delivery thereof.
RATING
S&P Global Ratings (“S&P”) has assigned the Certificates a rating of “___” Such rating
reflects only the views of such organization and any desired explanation of the significance of
such ratings should be obtained from S&P. The District has furnished to S&P certain materials
and information with respect to the District and the Certificates. Generally, a rating agency bases
its ratings on the information and materials furnished to it and on investigations, studies and
42
assumptions of its own. There is no assurance such ratings will continue for any given period of
time or that such ratings will not be revised downward or withdrawn entirely by the rating agency,
if in the judgment of such rating agency, circumstances so warrant. The District and the Municipal
Advisor undertake no responsibility to oppose any such proposed revision or withdrawal. Any
such downward change in or withdrawal of any rating might have an adverse effect on the market
price or marketability of the Certificates.
MUNICIPAL ADVISOR
The District has retained Bartle Wells Associates, Berkeley, California, as municipal
advisor (the “Municipal Advisor”) in connection with the structuring, marketing and pricing of the
Certificates. The Municipal Advisor has reviewed this Official Statement but makes no guaranty,
warranty or other representation respecting the accuracy and completeness of the information
contained herein.
UNDERWRITING
Oppenheimer & Co. Inc., as underwriter (the “Underwriter”), has entered into a Purchase
Contract with the District under which it will purchase the Certificates at a purchase price of
$________________, which is equal to the par amount of the Certificates, less an Underwriter’s
discount of $____________.
The Underwriter will be obligated to take and pay for all of the Certificates if any are taken.
The Underwriter intends to offer the Certificates to the public at the offering prices set forth on the
inside cover page of this Official Statement. After the initial public offering, the public offering
price may be varied from time to time by the Underwriter.
MISCELLANEOUS
Any statements in this Official Statement involving matters of opinion, whether or not
expressly so stated, are intended as such and not as representations of fact. This Official
Statement is not to be construed as a contract or agreement between the District and the
purchasers or Holders of any of the Certificates.
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EXECUTION
The preparation and distribution of this Official Statement has been duly authorized by the
District.
SOUTH TAHOE PUBLIC UTILITY DISTRICT
By:
General Manager
A-1
APPENDIX A
GENERAL INFORMATION ABOUT THE CITY OF SOUTH LAKE TAHOE
AND EL DORADO COUNTY
The following information concerning the City of South Lake Tahoe (the “City”) and the
County of El Dorado (the “County”), is included only for the purpose of supplying general
information. The Certificates are not a debt of the City, the County, the State of California (the
“State”) or any of its political subdivisions, and are payable solely from the Net Revenues of the
District as described in this Official Statement.
General
The City of South Lake Tahoe. The City of South Lake Tahoe (the “City”) is part of a
broader South Shore community that includes California's El Dorado County in the Tahoe Basin
and Nevada's Douglas County at Stateline/Zephyr Cove, in the Sierra Nevada Mountains. The
population was 20,790 as of January 1, 2024. The City is located on the South Shore of America's
largest alpine lake. As the only incorporated community in the Lake Tahoe Basin, the City is a
central hub to one of the country's most popular tourism destinations. The east end of the City,
on the California-Nevada state line, is mainly geared towards tourism, with shops, restaurants,
hotels, and the Heavenly Ski Resort, with the Nevada casinos just across the state line in
Stateline, Nevada. The City extends about five miles west-southwest along U.S. Route 50, also
known as Lake Tahoe Blvd. The western end of town is mainly residential, and clusters around
"The Y" (new intersection October 2008), the X-shaped intersection of US 50, State Route 89,
and Lake Tahoe Boulevard after it loses its state highway designation.
According to the United States Census Bureau, the city has a total area of 16.5 square
miles (42.7 km²), of which, 10.1 square miles (26.1 km²) of it is land and 6.4 square miles (16.7
km²) of it (39.03%) is water. Elevation is 6,260 ft.
The County of El Dorado. The County of El Dorado (the “County”) was incorporated as
a general law county in 1850, with the City of Placerville as the county seat. In 1994 County
voters adopted a county charter by majority vote under Article XI, Section 4 of the California
Constitution, and the County has been organized and operating as a charter county since that
time. The legislative body is a five-member Board of Supervisors, each supervisor being elected
by voters within his or her supervisorial district. Because much of the County is comprised of
unincorporated areas, the County provides a wide range of services through its departments and
by special districts for these areas.
The County is comprised of 1,711.5 square miles encompassing a portion of the Lake
Tahoe Basin on the east and reaching to the west within 25 miles of Sacramento, California, the
State capitol. More than half of the land in the County is owned by the federal, state or local
governments. 150 miles west of the County is San Francisco, while 400 miles south is Los
Angeles. Placerville is located 44 miles east of Sacramento. The City, sixty miles east of
Placerville, is the hub of the Tahoe recreation area.
A-2
Population
The following table shows population estimates for the City, the County and the State for
the last five years.
CITY OF SOUTH LAKE TAHOE, EL DORADO COUNTY
AND STATE OF CALIFORNIA
Population Estimates
Calendar Years 2020 through 2024 as of January 1
Year
(January 1)
City of
South Lake
Tahoe
El Dorado
County
State of
California
2020 21,424 191,185 39,538,223
2021 21,285 190,737 39,327,868
2022 20,939 189,294 39,114,785
2023 20,703 188,067 39,061,058
2024 20,790 188,583 39,128,162
Source: State Department of Finance.
A-3
Employment and Industry
The unemployment rate in the Sacramento--Roseville--Arden-Arcade MSA was 4.7
percent in September 2024, down from a revised 5.2 percent in August 2024, and above the year-
ago estimate of 4.4 percent. This compares with an unadjusted unemployment rate of 5.3 percent
for California and 3.9 percent for the nation during the same period. The unemployment rate was
4.3 percent in El Dorado County, 4.2 percent in Placer County, 4.9 percent in Sacramento County,
and 4.9 percent in Yolo County.
The table below lists employment by industry group for the MSA for the years 2019 to
2023.
SACRAMENTO--ARDEN-ARCADE--ROSEVILLE MSA
(El Dorado, Placer, Sacramento, Yolo Counties)
Annual Average Labor Force and Employment Industry
Calendar Years 2019 through 2023
(March 2023 Benchmark)
2019 2020 2021 2022 2023
Civilian Labor Force (1) 1,099,300 1,093,500 1,105,400 1,112,100 1,129,200
Employment 1,059,200 996,600 1,034,400 1,069,700 1,080,500
Unemployment 40,100 96,900 71,000 42,400 48,600
Unemployment Rate 3.7% 8.9% 6.4% 3.8% 4.3%
Wage and Salary Employment (2)
Agriculture 8,700 8,300 9,000 8,600 9,100
Mining and Logging and Construction 69,900 70,700 75,400 77,700 75,200
Manufacturing 36,800 36,100 37,700 40,600 40,500
Wholesale Trade 28,600 26,600 26,900 28,300 28,500
Retail Trade 100,500 95,100 100,600 100,300 99,000
Transportation, Warehousing and Utilities 32,200 34,300 37,500 40,800 41,600
Information 11,900 10,200 10,100 10,500 9,900
Financial Activities 52,500 51,700 51,800 51,800 49,000
Professional and Business Services 137,200 132,600 137,200 139,700 134,400
Educational and Health Services 166,600 164,000 168,800 175,600 188,700
Leisure and Hospitality 109,600 83,900 93,600 108,700 112,500
Other Services 35,400 31,000 33,300 36,100 38,300
Federal Government 14,200 14,800 14,500 14,400 14,500
State Government 121,900 121,700 127,300 129,800 134,400
Local Government 105,300 98,900 98,400 102,700 107,400
Total, All Industries (3) 1,031,200 979,800 1,021,900 1,065,400 1,083,000
(1) Labor force data is by place of residence; includes self-employed individuals, unpaid family workers, household domestic
workers, and workers on strike.
(2) Industry employment is by place of work; excludes self-employed individuals, unpaid family workers, household domestic
workers, and workers on strike.
(3) Totals may not add due to rounding.
Source: State of California Employment Development Department.
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Largest Employers
The following table shows the largest major employers in El Dorado County, in
alphabetical order.
EL DORADO COUNTY
Major Employers (Listed alphabetically)
As of October 2024
Employer Name Location Industry
Beach Retreat & Lodge South Lake Tahoe Hotels & Motels
Blue Shield of California El Dorado Hills Insurance
Broadridge Financial Solutions El Dorado Hills Business Services NEC
Camp Richardson Lake Tahoe South Lake Tahoe Resorts
CEMEX El Dorado Hills Construction Companies
Child Development Programs Placerville Youth Organizations & Centers
County of Eldorado Placerville County Government-General Offices
El Dorado County Child Protctn Placerville Government Offices-County
El Dorado County Sheriff Placerville Sheriff
El Dorado County Trnsprtn Placerville Car Service
El Dorado Irrigation District Placerville Utilities
Lake Tahoe Community College South Lake Tahoe Junior-Community College-Tech Institutes
Marriott's Timber Lodge South Lake Tahoe Hotels & Motels
More Placerville Vocational Rehabilitation Services
Nugget Markets El Dorado Hills Grocers-Retail
Oak Ridge High School El Dorado Hills Schools
Raley's Placerville Grocers-Retail
Safeway South Lake Tahoe Grocers-Retail
Safeway El Dorado Hills Grocers-Retail
Sierra-At-Tahoe Resort Twin Bridges Skiing Centers & Resorts
Sky Mountain Charter School Placerville Schools
South Lake Tahoe City Manager South Lake Tahoe City Government-Executive Offices
Spare Time Inc El Dorado Hills Health Clubs Studios & Gymnasiums
Transitional Learning Ctr High South Lake Tahoe Schools
Zephyr Cove Resort South Lake Tahoe Marinas
Source: State of California Employment Development Department, extracted from The America’s Labor Market Information System
(ALMIS) Employer Database, 2025 1st Edition.
A-5
Effective Buying Income
“Effective Buying Income” is defined as personal income less personal tax and nontax
payments, a number often referred to as “disposable” or “after-tax” income. Personal income is
the aggregate of wages and salaries, other labor-related income (such as employer contributions
to private pension funds), proprietor’s income, rental income (which includes imputed rental
income of owner-occupants of non-farm dwellings), dividends paid by corporations, interest
income from all sources, and transfer payments (such as pensions and welfare assistance).
Deducted from this total are personal taxes (federal, state and local), nontax payments (fines,
fees, penalties, etc.) and personal contributions to social insurance. According to U.S.
government definitions, the resultant figure is commonly known as “disposable personal income.”
The following table summarizes Effective Buying Income for the City, the County, the State and
the United States for 2021 through 2025.
CITY OF SOUTH LAKE TAHOE, EL DORADO COUNTY,
STATE OF CALIFORNIA AND UNITED STATES
Effective Buying Income
As of January 1, 2021 through 2025
Year
Area
Total Effective
Buying Income
(000’s Omitted)
Median Household
Effective Buying
Income
2021 City of South Lake Tahoe $637,224 $48,817
El Dorado County 7,711,541 73,169
California 1,290,894,604 67,956
United States 9,809,944,764 56,790
2022 City of South Lake Tahoe $671,743 $51,604
El Dorado County 8,429,911 81,237
California 1,452,426,153 77,058
United States 11,208,582,541 64,448
2023 City of South Lake Tahoe $760,840 $56,424
El Dorado County 8,459,722 81,743
California 1,461,799,662 77,175
United States 11,454,846,397 65,326
2024 City of South Lake Tahoe $803,856 $62,892
El Dorado County 9,264,986 86,918
California 1,510,708,521 80,973
United States 11,987,185,826 67,876
2025 City of South Lake Tahoe $865,625 $68,911
El Dorado County 10,015,248 95,149
California 1,557,429,767 82,725
United States 12,525,577,707 69,687
Source: Claritas, LLC.
A-6
Commercial Activity
A summary of historic taxable sales within the City and the County during the past five years
for which data is available is shown in the following tables.
Total taxable sales during the first two quarters of calendar year 2024 in the City were
reported to be $243,872,630, a 2.25% increase over the total taxable sales of $238,508,741
reported during the first two quarters of calendar year 2023.
CITY OF SOUTH LAKE TAHOE
Taxable Transactions
Number of Permits and Valuation of Taxable Transactions
(Dollars in Thousands)
Retail Stores Total All Outlets
Number
of Permits
Taxable
Transactions
Number
of Permits
Taxable
Transactions
2019 644 $379,918 1,021 $453,257
2020 671 350,304 1,069 410,339
2021 659 416,465 1,064 489,008
2022 664 456,236 1,087 543,905
2023 648 444,266 1,063 530,905
Source: State Department of Tax and Fee Administration.
Total taxable sales during the first two quarters of calendar year 2024 in the County were
reported to be approximately $1,545,982,235, a 0.15% decrease over the total taxable sales of
approximately $1,548,272,752 reported during the first two quarters of calendar year 2023.
COUNTY OF EL DORADO
Taxable Retail Sales
Number of Permits and Valuation of Taxable Transactions
(Dollars in Thousands)
Retail Stores Total Outlets
Number of
Permits
Taxable
Transactions
Number of
Permits
Taxable
Transactions
2019 4,183 $1,876,936 6,917 $2,544,004
2020 4,332 2,005,650 7,309 2,707,847
2021 3,797 2,272,978 6,547 3,120,528
2022 3,821 2,422,073 6,664 3,363,405
2023 3,561 2,320,841 6,354 3,262,104
Source: State Department of Tax and Fee Administration.
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Construction
Provided below are the building permits and valuations for the City and the County, for
calendar years 2019 through 2023.
CITY OF SOUTH LAKE TAHOE
Total Building Permit Valuations
(Valuations in Thousands)
2019 2020 2021 2022 2023
Permit Valuation
New Single-family $6,501.5 $14,964.3 $16,685.2 $13,155.2 $17,467.0
New Multi-family 14,250.0 2,621.6 0.0 34,910.0 0.0
Res. Alterations/Additions 9,025.9 9,706.7 12,444.8 13,136.0 10,119.0
Total Residential 29,777.4 27,292.6 29,130.0 61,201.2 27,586.0
New Commercial 1,832.6 4,857.0 9,084.9 60.0 0.0
New Industrial 0.0 0.0 0.0 0.0 0.0
New Other 273.4 603.2 788.9 1,151.3 1,023.5
Com. Alterations/Additions 7,434.0 14,113.2 8,696.4 18,291.5 16,831.8
Total Nonresidential 9,540.0 19,573.4 18,570.2 19,502.8 17,855.3
New Dwelling Units
Single Family 15 34 36 26 40
Multiple Family 18 7 0 83 0
TOTAL 33 41 36 109 40
Source: Construction Industry Research Board, Building Permit Summary.
COUNTY OF EL DORADO
Total Building Permit Valuations
(Valuations in Thousands)
2019 2020 2021 2022 2023
Permit Valuation
New Single-family $404,049.4 $271,705.8 $272,949.4 $272,193.6 $159,867.1
New Multi-family 14,250.0 2,621.6 0.0 34,910.0 321.0
Res. Alterations/Additions 39,291.3 30,270.3 42,208.2 58,069.1 27,824.1
Total Residential 457,590.7 304,597.7 315,157.6 365,172.7 188,012.2
New Commercial 42,622.0 16,917.1 37,727.2 33,737.9 11,135.6
New Industrial 0.0 0.0 0.0 0.0 0.0
New Other 35,357.3 28,555.7 44,229.5 46,142.7 30,138.5
Com. Alterations/Additions 27,883.6 24,950.1 23,256.9 46,318.6 27,777.3
Total Nonresidential 105,862.90 70,422.9 105,213.6 126,199.2 69,051.4
New Dwelling Units
Single Family 595 649 697 626 523
Multiple Family 18 7 0 83 2
TOTAL 613 656 697 709 525
Source: Construction Industry Research Board, Building Permit Summary.
A-8
Tourism
Tourism has long been a major component of the City’s and County’s economy. Lake
Tahoe is a world-class destination attraction with a varied offering of both winter and summer
sports. Marwill State Park Gold Discovery Site, Folsom Lake, Apple Hill (a ranch marketing area)
and other attractions in the western part of the County provide another range of diversity to
visitors. Much of the central part of the County lies in the El Dorado and Tahoe National Forests
which provide hiking, camping, fishing, hunting and other outdoor recreation.
Transportation
Two major highways (U.S. 50 and U.S. 49) intersect the County while Interstate 5 and
Interstate 80 are within 45 minutes of the City of Placerville. Commercial air service is provided
to the western portion of the County by the Sacramento Metropolitan Airport, 50 miles west of the
City of Placerville. More than 200 trucking firms serve the County area, with interstate, local and
special hauling. The City and the County are also served by Greyhound Bus Lines.
B-1
APPENDIX B
ANNUAL COMPREHENSIVE FINANCIAL REPORT FOR THE
FISCAL YEAR ENDED JUNE 30, 2024
C-1
APPENDIX C
SUMMARY OF CERTAIN PROVISIONS OF
THE LEGAL DOCUMENTS
D-1
APPENDIX D
BOOK-ENTRY SYSTEM
The information in this Appendix D concerning DTC and its book-entry system has been
obtained from sources that the District believe to be reliable, but the District takes no responsibility
for the accuracy thereof.
General
The Depository Trust Company (“DTC”) will act as securities depository for the
Certificates. The Certificates will be issued as fully-registered securities registered in the name
of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an
authorized representative of DTC. One fully-registered bond certificate will be issued for each
maturity of the Certificates, in the aggregate principal amount of such maturity, and will be
deposited with DTC.
DTC is a limited-purpose trust company organized under the New York Banking Law, a
“banking organization” within the meaning of the New York Banking Law, a member of the federal
Reserve System, a “clearing corporation” within the meaning of the New York Uniform
Commercial Code, and a “clearing agency” registered pursuant to the provisions of section 17A
of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5
million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and
money market instruments (from over 100 countries) that DTC’s participants (“Direct
Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct
Participants of sales and other securities transactions in deposited securities through electronic
computerized book-entry transfers and pledges between Direct Participants’ accounts. This
eliminates the need for physical movement of securities certificates. Direct Participants include
both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing
corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The
Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding company for DTC,
National Securities Clearing Corporation, and Fixed Income Clearing Corporation, all of which are
registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access
to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers
and dealers, banks, trust companies, and clearing corporations that clear through or maintain a
custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”).
DTC has S&P Global Ratings rating of “AA+.” The DTC Rules applicable to its Participants are
on file with the Securities and Exchange Commission. More information about DTC can be found
at www.dtcc.org. The information on such website is not incorporated by reference herein.
Purchases of Certificates under the DTC system must be made by or through Direct
Participants, who will receive a credit for the Certificates on DTC’s records. The ownership interest
of each actual purchaser of each Certificate (“Beneficial Owner”) is in turn to be recorded on the
Direct and Indirect Participants’ records. Beneficial Owners will not receive written confirmation
from DTC of their purchase. Beneficial Owners are, however, expected to receive written
confirmations providing details of the transaction, as well as periodic statements of their holdings,
from the Direct or Indirect Participant through which the Beneficial Owner entered into the
transaction. Transfers of ownership interests in the Certificates are to be accomplished by entries
made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners.
Beneficial Owners will not receive certificates representing their ownership interests in
D-2
Certificates, except in the event that use of the book-entry system for the Certificates is
discontinued.
To facilitate subsequent transfers, all Certificates deposited by Direct Participants with
DTC are registered in the name of DTC’s partnership nominee, Cede & Co., or such other name
as may be requested by an authorized representative of DTC. The deposit of Certificates with
DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect
any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of
the Certificates; DTC’s records reflect only the identity of the Direct Participants to whose
accounts such Certificates are credited, who may or may not be the Beneficial Owners. The
Direct and Indirect Participants will remain responsible for keeping account of their holdings on
behalf of their customers.
Conveyance of notices and other communications by DTC to Direct Participants, by Direct
Participants to Indirect Participants, and by Direct Participants and Indirect Participants to
Beneficial Owners will be governed by arrangements among them, subject to any statutory or
regulatory requirements as may be in effect from time to time.
Prepayment notices shall be sent to DTC. If less than all of the Certificates within an issue
are being redeemed, DTC’s practice is to determine by lot the amount of the interest of each
Direct Participant in such issue to be redeemed.
Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with
respect to Certificates unless authorized by a Direct Participant in accordance with DTC’s MMI
Procedures. Under its usual procedures, DTC mails an Omnibus Proxy as soon as possible after
the record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those
Direct Participants to whose accounts Certificates are credited on the record date (identified in a
listing attached to the Omnibus Proxy).
Principal, premium, if any, and interest payments on the Certificates will be made to Cede
& Co., or such other nominee as may be requested by an authorized representative of DTC.
DTC’s practice is to credit Direct Participants’ accounts upon DTC’s receipt of funds and
corresponding detail information from the District or the Trustee, on a payable date in accordance
with their respective holdings shown on DTC’s records. Payments by Participants to Beneficial
Owners will be governed by standing instructions and customary practices, as is the case with
securities held for the accounts of customers in bearer form or registered in “street name,” and
will be the responsibility of such Participant and not of DTC nor its nominee, the Trustee, or the
District, subject to any statutory or regulatory requirements as may be in effect from time to time.
Payment of principal, premium, if any, and interest payments to Cede & Co. (or such other
nominee as may be requested by an authorized representative of DTC) is the responsibility of the
District or the Trustee, disbursement of such payments to Direct Participants will be the
responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the
responsibility of Direct and Indirect Participants.
DTC may discontinue providing its services as depository with respect to the Certificates
at any time by giving reasonable notice to the District or the Trustee. Under such circumstances,
in the event that a successor depository is not obtained, bond certificates are required to be
printed and delivered. The District may decide to discontinue use of the system of book-entry
transfers through DTC (or a successor securities depository). In that event, bond certificates will
be printed and delivered.
E-1
APPENDIX E
FORM OF SPECIAL COUNSEL OPINION
F-1
APPENDIX F
FORM OF CONTINUING DISCLOSURE CERTIFICATE
$_____________
South Tahoe Public Utility District
2025 Water Revenue Certificates of Participation
This Continuing Disclosure Certificate (this “Disclosure Certificate”) is executed and
delivered by the South Tahoe Public Utility District (the “District”) in connection with the execution
and delivery of the above-referenced certificates of participation (the “Certificates”) under the
Trust Agreement dated as of January 1, 2025 (the “Trust Agreement”) among the District, the
CSDA Finance Corporation, and U.S. Bank Trust Company, National Association, as trustee (the
“Trustee”).
The District covenants and agrees as follows:
SECTION 1. Purpose of the Disclosure Certificate. This Disclosure Certificate is being
executed and delivered by the District for the benefit of the Holders and Beneficial Owners of the
Certificates and in order to assist the Participating Underwriter in complying with S.E.C.
Rule 15c2-12(b)(5).
SECTION 2. Definitions. In addition to the definitions set forth in the Trust Agreement,
which apply to any capitalized term used in this Disclosure Certificate unless otherwise defined in
this Section, the following capitalized terms shall have the following meanings:
“Annual Report” shall mean any Annual Report provided by the District pursuant to, and
as described in, Sections 3 and 4 of this Disclosure Certificate.
“Beneficial Owner” shall mean any person which (a) has the power, directly or indirectly,
to vote or consent with respect to, or to dispose of ownership of, any Certificates (including
persons holding Certificates through nominees, depositories or other intermediaries), or (b) is
treated as the owner of any Certificates for federal income tax purposes.
“Dissemination Agent” means the District, or any successor Dissemination Agent
designated in writing by the District and which has filed with the District a written acceptance of
such designation.
“Financial Obligation” means a (i) debt obligation; (ii) derivative instrument entered into in
connection with, or pledged as security or a source of payment for, an existing or planned debt
obligation; or (iii) guarantee of (i) or (ii). The term “Financial Obligation” shall not include municipal
securities as to which a final official statement has been provided to the MSRB consistent with
the Rule.
“Fiscal Year” means the fiscal year of the District.
“Listed Events” shall mean any of the events listed in Section 5(a) of this Disclosure
Certificate.
“MSRB” shall mean the Municipal Securities Rulemaking Board.
F-2
“Official Statement” shall mean the Official Statement relating to the Certificates, dated
_________, 2025.
“Participating Underwriter” shall mean the original purchaser of the Certificates required
to comply with the Rule in connection with offering of the Certificates.
“Rule” shall mean Rule 15c2-12(b)(5) adopted by the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as the same may be amended from time
to time.
“State” shall mean the State of California.
SECTION 3. Provision of Annual Reports.
(a) The District shall, or shall cause the Dissemination Agent to, not later than each
March 1 after the end of each Fiscal Year, or the next succeeding business day if that day is not
business day, commencing with the report for the fiscal year ending June 30, 2025, which shall
be due by March 1, 2026, provide to the MSRB an Annual Report which is consistent with the
requirements of Section 4 of this Disclosure Certificate. The Annual Report may be submitted as
a single document or as separate documents comprising a package, and may cross-reference
other information as provided in Section 4 of this Disclosure Certificate; provided, that the audited
financial statements of the District may be submitted separately from the balance of the Annual
Report and later than the date required above for the filing of the Annual Report if they are not
available by that date. If the Fiscal Year changes, the District shall give notice of such change in
the same manner as for a Listed Event under Section 5(b).
(b) Not later than fifteen (15) Business Days prior to said date, the District shall provide
the Annual Report to the Dissemination Agent (if other than the District). If the District is unable
to provide to the MSRB an Annual Report by the date required in subsection (a), the District shall
send, in a timely manner, a notice to the MSRB in the form required by the MSRB.
(c) The Dissemination Agent shall (if the Dissemination Agent is other than the
District), file a report with the District certifying that the Annual Report has been provided pursuant
to this Disclosure Certificate, stating the date it was provided to the MSRB.
SECTION 4. Content of Annual Reports. The District’s Annual Report shall contain or
include by reference the:
(a) The District’s audited financial statements prepared in accordance with generally
accepted accounting principles as promulgated to apply to governmental entities from time to time
by the Governmental Accounting Standards Board. If the District’s audited financial statements
are not available by the Annual Report Date, the Annual Report shall contain unaudited financial
statements in a format similar to the financial statements contained in the final Official Statement,
and the audited financial statements shall be filed in the same manner as the Annual Report when
they become available.
(b) An update as of the most recently ended Fiscal Year of the District to the
information set forth in the following tables in the Official Statement for the most recently-
completed Fiscal Year only:
F-3
i. Table 1 (Number and Type of Water Connections)
ii. Table 2 (Ten Largest Customers)
iii. Table 13 (Historical Revenues, Expenses and Debt Service Coverage – for
the most recently completed Fiscal Year only)
iv. Balance in the Reserve Fund and a statement of the Reserve Requirement
(c) Any rate increases that became effective during the preceding fiscal year.
(d) Any or all of the items listed above may be included by specific reference to other
documents, including official statements of debt issues of the District or related public entities,
which have been submitted to each of the MSRB or the Securities and Exchange Commission.
If the document included by reference is a final official statement, it must be available from the
MSRB. The District shall clearly identify each such other document so included by reference.
SECTION 5. Reporting of Significant Events.
(a) Pursuant to the provisions of this Section 5, the District shall give, or cause to be
given, notice of the occurrence of any of the following events with respect to the Trust Agreement
or its obligations in relation to the Certificates:
(1) Principal and interest payment delinquencies;
(2) Nonpayment related defaults, if material;
(3) Unscheduled draws on debt service reserves reflecting financial difficulties;
(4) Unscheduled draws on credit enhancements reflecting financial difficulties;
(5) Substitution of credit or liquidity providers, or their failure to perform;
(6) Adverse tax opinions, the issuance by the Internal Revenue Service of
proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-
TEB) or other material notices of determinations with respect to the tax status of the
Certificates, or other material events affecting the tax status of the Certificates;
(7) Modifications to the rights of Certificateholders, if material;
(8) Certificate calls, if material, and tender offers;
(9) Defeasances;
(10) Release, substitution, or sale of property securing repayment of the
Certificates, if material;
(11) Rating changes;
(12) Bankruptcy, insolvency, receivership or similar event of the District;
F-4
(13) Consummation of a merger, consolidation, or acquisition involving the
District or the sale of all or substantially all of the assets of the District, other than in the
ordinary course of business, the entry into a definitive agreement to undertake such an
action or the termination of a definitive agreement relating to any such actions, other than
pursuant to its terms, if material;
(14) Appointment of a successor or additional trustee or the change of name of
a trustee, if material;
(15) Incurrence of a Financial Obligation of the District, if material, or agreement
to covenants, events of default, remedies, priority rights, or other similar terms of a
financial obligation of the District, any of which affect security holders, if material; and
(16) Default, event of acceleration, termination event, modification of terms, or
other similar events under the terms of a Financial Obligation of the District, any of which
reflect financial difficulties.
(b) Whenever the District obtains knowledge of the occurrence of a Listed Event, and,
if the Listed Event is described in subsections (a)(2), (a)(6), (a)(7), (a)(8) (if the event is a bond
call), (a)(10), (a)(13), (a)(14) or (a)(15) above, the District determines that knowledge of the
occurrence of that Listed Event would be material under applicable Federal securities law, the
District shall, or shall cause the Dissemination Agent (if not the District) to, file a notice of such
occurrence with the MSRB, in an electronic format as prescribed by the MSRB, in a timely manner
not in excess of 10 business days after the occurrence of the Listed Event. Notwithstanding the
foregoing, notice of Listed Events described in subsections (a)(8) and (9) above need not be given
under this subsection any earlier than the notice (if any) of the underlying event is given to holders
of affected Certificates under the Installment Sale Agreement.
(c) The District acknowledges that the events described in subparagraphs (a)(2),
(a)(7), (a)(8) (if the event is a bond call), (a)(10), (a)(13), (a)(14), and (a)(15) of this Section 5
contain the qualifier “if material” and that subparagraph (a)(6) also contains the qualifier “material”
with respect to certain notices, determinations or other events affecting the tax status of the
Certificates. The District shall cause a notice to be filed as set forth in paragraph (b) above with
respect to any such event only to the extent that it determines the event’s occurrence is material
for purposes of U.S. federal securities law. Upon occurrence of any of these Listed Events, the
District will as soon as possible determine if such event would be material under applicable federal
securities law. If such event is determined to be material, the District will cause a notice to be
filed as set forth in paragraph (b) above.
(d) For purposes of this Disclosure Certificate, any event described in paragraph
(a)(12) above is considered to occur when any of the following occur: the appointment of a
receiver, fiscal agent, or similar officer for the District in a proceeding under the United States
Bankruptcy Code or in any other proceeding under state or federal law in which a court or
governmental authority has assumed jurisdiction over substantially all of the assets or business
of the District, or if such jurisdiction has been assumed by leaving the existing governing body
and officials or officers in possession but subject to the supervision and orders of a court or
governmental authority, or the entry of an order confirming a plan of reorganization, arrangement,
or liquidation by a court or governmental authority having supervision or jurisdiction over
substantially all of the assets or business of the District.
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SECTION 6. Termination of Reporting Obligation. The District’s obligations under this
Disclosure Certificate shall terminate upon the legal defeasance, prior optional prepayment or
payment in full of all of the Certificates. If such termination occurs prior to the final maturity of the
Certificates, the District shall give notice of such termination in the same manner as for a Listed
Event under Section 5(b).
SECTION 7. Dissemination Agent. The District will serve as the initial Dissemination
Agent hereunder. The District may, from time to time, appoint or engage a different Dissemination
Agent to assist it in carrying out its obligations under this Disclosure Certificate, and may
discharge any such Agent, with or without appointing a successor Dissemination Agent. The
Dissemination Agent shall not be responsible in any manner for the content of any notice or report
prepared by the District pursuant to this Disclosure Certificate.
SECTION 8. Additional Information. Nothing in this Disclosure Certificate shall be
deemed to prevent the District from disseminating any other information, using the means of
dissemination set forth in this Disclosure Certificate or any other means of communication, or
including any other information in any Annual Report or notice of occurrence of a Listed Event, in
addition to that which is required by this Disclosure Certificate. If the District chooses to include
any information in any Annual Report or notice of occurrence of a Listed Event in addition to that
which is specifically required by this Disclosure Certificate, the District shall have no obligation
under this Certificate to update such information or include it in any future Annual Report or notice
of occurrence of a Listed Event.
SECTION 9. Default. In the event of a failure of the District or the Dissemination Agent
to comply with any provision of this Disclosure Certificate, the sole legal remedy of any Holder or
Beneficial Owner of the Certificates or the Participating Underwriter shall be an action to compel
performance. A default under this Disclosure Certificate shall not be deemed an Event of Default
under the Trust Agreement.
No Certificate holder or Beneficial Owner may institute such action, suit or proceeding to
compel performance unless they shall have first delivered to the District satisfactory written
evidence of their status as such, and a written notice of and request to cure such failure, and the
District shall have refused to comply therewith within a reasonable time.
SECTION 10. Duties, Immunities and Liabilities of Dissemination Agent. The
Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure
Certificate, and the District agrees, to the extent permitted by law, to indemnify and save the
Dissemination Agent, its officers, directors, employees and agents, harmless against any loss,
suit, claim, cost, damages, judgment, expense and liabilities which it may incur arising out of or
in the exercise or performance of its powers and duties hereunder, including the costs and
expenses (including attorneys’ fees and expenses) of defending against any claim of liability, but
excluding liabilities due to the Dissemination Agent’s negligence or willful misconduct. The
obligations of the District under this Section shall survive resignation or removal of the
Dissemination Agent and payment of the Certificates. The Dissemination Agent shall be afforded
the same rights, protections and immunities hereunder afforded to it as Trustee under the Trust
Agreement.
It is understood and agreed that any information that the Dissemination Agent may be
instructed to file with the MSRB shall be prepared and provided to it by the District. The
Dissemination Agent has undertaken no responsibility with respect to any reports, notices or
disclosures provided to it under this Disclosure Certificate, and has no liability to any person,
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including any holder of Certificates, with respect to any such reports, notices or disclosures. The
fact that the Dissemination Agent or any affiliate thereof may have any fiduciary or banking
relationship with the District shall not be construed to mean that the Dissemination Agent has
actual knowledge of any event or condition except as may be provided by written notice from the
District.
SECTION 11. Amendment; Waiver. Notwithstanding any other provision of this
Disclosure Certificate, the District may amend this Disclosure Certificate, and any provision of this
Disclosure Certificate may be waived, provided that, in the opinion of nationally recognized bond
counsel, such amendment or waiver is permitted by the Rule. In the event of any amendment or
waiver of a provision of this Disclosure Certificate, the District shall describe such amendment in
the same manner as for a Listed Event under Section 5(b). The District shall obtain the consent
of the Dissemination Agent for any amendment of the Disclosure Certificate that affects the duties,
rights, protections or obligations of the Dissemination Agent.
SECTION 12. Transmission of Notices, Documents and Information.
(a) Unless otherwise required by the MSRB, all notices, documents and information
provided to the MSRB shall be provided to the MSRB’s Electronic Municipal Markets Access
(EMMA) system, the current Internet Web address of which is www.emma.msrb.org.
(b) All notices, documents and information provided to the MSRB shall be provided in
an electronic format as prescribed by the MSRB and shall be accompanied by identifying
information as prescribed by the MSRB.
SECTION 13. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of
the District, the Dissemination Agent, the Participating Underwriter and Holders and Beneficial
Owners from time to time of the Certificates, and shall create no rights in any other person or
entity.
SECTION 14. Governing Law. The provisions of this Disclosure Certificate shall be
governed by and construed in accordance with the laws of the State of California.
Dated: _________, 2025
SOUTH TAHOE PUBLIC UTILITY DISTRICT
By
Authorized Representative
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RESOLUTION NO. 3289-24
RESOLUTION OF THE BOARD OF DIRECTORS OF THE SOUTH TAHOE PUBLIC UTILITY DISTRICT
AUTHORIZING THE EXECUTION, DELIVERY AND SALE OF WATER 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 supply, storage and distribution of domestic water within its
service area (the “Water System”);
WHEREAS, the District is proceeding to finance certain capital improvement
projects for the Water 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
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maximum principal amount of $16,000,000 for the purpose of providing funds to 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:
• 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 Water 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 Water 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
Resolution No. 3289-24
Page 2 of 4
December 5, 2024
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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 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 $16,000,000, 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
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WE, THE UNDERSIGNED, do hereby certify that the above and foregoing
Resolution No. 3289-24 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
of December, 2024, by the following vote:
AYES:
NOES:
ABSENT:
Shane Romsos, Board Vice-President
South Tahoe Public Utility District
ATTEST:
Melonie Guttry, Clerk of the Board
Resolution No. 3288-24
Page 4 of 4
December 5, 2024
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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: 4.47%
(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): $260,000.
(C) Net proceeds to be received (net of finance charges): $13,955,000
(D) Total payment amount through maturity: $28,451,000
BOARD AGENDA ITEM 13a
TO: Board of Directors
FROM: Paul Hughes, General Manager
Liz Kauffman, Human Resources Director
Andrea Salazar, Chief Financial Officer
MEETING DATE: December 5, 2024
ITEM – PROJECT NAME: Closed Session – Union Memorandum of Understanding
Contract Negotiations
REQUESTED BOARD ACTION: Direct Staff
DISCUSSION: Pursuant to Government Code Section 54957.6(a)/Conference with Labor
Negotiators re: Memorandum of Understanding with Stationary Engineers, Local 39.
Present at this Closed Session will be Agency Negotiators: Paul Hughes, General
Manager; Andrea Salazar, Chief Financial Officer; Liz Kauffman, Human Resources
Director.
SCHEDULE: N/A
COSTS: N/A
ACCOUNT NO: N/A
BUDGETED AMOUNT AVAILABLE: N/A
ATTACHMENTS: N/A
___________________________________________________________________________________
CONCURRENCE WITH REQUESTED ACTION: CATEGORY: Sewer/Water
GENERAL MANAGER: YES NO
CHIEF FINANCIAL OFFICER: YES NO
General Manager
Paul Hughes
Directors
Nick Haven
Shane Romsos
David Peterson
Kelly Sheehan
Nick Exline
BOARD AGENDA ITEM 13b
TO: Board of Directors
FROM: Paul Hughes, General Manager
Liz Kauffman, Human Resources Director
Andrea Salazar, Chief Financial Officer
MEETING DATE: December 5, 2024
ITEM – PROJECT NAME: Closed Session –Management Group Memorandum of
Understanding Contract Negotiations
REQUESTED BOARD ACTION: Direct Staff
DISCUSSION: Pursuant to Government Code Section 54957.6(a)/Conference with Labor
Negotiators re: Memorandum of Understanding with Management Group.
Present at this Closed Session will be Agency Negotiators: Paul Hughes, General
Manager; Andrea Salazar, Chief Financial Officer; Liz Kauffman, Human Resources
Director.
SCHEDULE: N/A
COSTS: N/A
ACCOUNT NO: N/A
BUDGETED AMOUNT AVAILABLE: N/A
ATTACHMENTS: N/A
___________________________________________________________________________________
CONCURRENCE WITH REQUESTED ACTION: CATEGORY: Sewer/Water
GENERAL MANAGER: YES NO
CHIEF FINANCIAL OFFICER: YES NO
General Manager
Paul Hughes
Directors
Nick Haven
Shane Romsos
David Peterson
Kelly Sheehan
Nick Exline