BOLINAS COMMUNITY PUBLIC UTILITY DISTRICT

RESOLUTION NO.  556

AUTHORIZING INSTALLMENT SALE FINANCING OF CLEAN RENEWABLE ENERGY PROJECT AND APPROVING RELATED DOCUMENTS AND ACTIONS



WHEREAS, the Bolinas Community Public Utility District (the “District”) has received approval from the Internal Revenue Service for the issuance of Clean Renewable Energy Bonds under Section 54 of the Internal Revenue Code of 1986 (the “Tax Code”), in the principal amount of $607,000, with respect to the Clean Renewable Energy Project described therein (the “Project”); and

WHEREAS, the District owns and operates a system for the supply, treatment and distribution of water within the District (the “Water System”), and the Project will benefit the Water System; and

WHEREAS, in order to provide financing for the Project, the District has proposed to enter into an Installment Sale Agreement with Municipal Finance Corporation (the “Corporation”) under which the Corporation will provide sufficient funds to acquire and install the Project and under which the Corporation will sell the completed Project to the District in consideration of the payment by the District of annual Installment Payments as the purchase price of the Project (the “Installment Payments”) which are secured by a pledge of and lien on the net revenues of the Water System; and

WHEREAS, the Corporation will assign its right to receive the Installment Payments to a bank or other financial institution (the “Lender”) under an Assignment of Installment Sale Agreement between the Corporation and the Lender; and

WHEREAS, as provided in the Tax Code, the Lender will receive quarterly federal tax credits in lieu of receiving interest payments by the District; and

WHEREAS, the Board of Directors approves all of said transactions in furtherance of the public purposes of the District;

NOW, THEREFORE, IT IS HEREBY RESOLVED by the Board of Directors of the District as follows:

Section 1.  Approval of Financing Documents.  The Board of Directors hereby approves the financing plan outlined above.  To that end, the Board of Directors hereby approves the transactions described above relating to the Project.  The Board of Directors hereby approves the Installment Sale Agreement between the District and the Corporation, in substantially the form on file with the Secretary of the Board together with any changes therein or additions thereto deemed advisable by the President of the Board, and the execution thereof by the President of the Board shall be conclusive evidence of such approval.  The President of the Board is hereby authorized to execute the final form of the Installment Sale Agreement on behalf of the District.

Section 2.  Material Terms of Agreement.  The Installment Sale Agreement shall be for a term which is equal to the maximum term permitted for Clean Renewable Energy Bonds under the Tax Code.  The aggregate principal components of the Installment Payments shall not exceed $607,000.

Section 3.  Assignment to Lender; Minimum Amount of Proceeds.  The Board of Directors hereby approves the assignment of the Installment Payments and certain other rights of the Corporation under the Installment Sale Agreement to the Lender, pursuant to the Assignment of Installment Sale Agreement in substantially the form on file with the Secretary of the Board together with any changes therein or additions thereto deemed advisable by the President of the Board.  The amount to be paid by the Lender in consideration of such assignment, and the amount of the up-front rental payment which the Corporation pays to the District under the Installment Sale Agreement, shall be not less than 93% of the aggregate principal amount of the financing.

Section 4.  Professional Services.  The firm of Brandis Tallman LLC is hereby designated to serve as Placement Agent, and the firm of Jones Hall, A Professional Law Corporation, is hereby designated to serve as Bond Counsel, for the District in connection with the financing transactions described in this Resolution.  Compensation to said firms shall be paid from a portion of the proceeds of the financing, and shall not exceed the maximum amount ($30,350) allowed for such purposes under the Tax Code.

Section 5.  Official Actions.  The President of the Board, the General Manager, the Secretary of the Board and all other officers of the District are each authorized to make any and all assignments, certificates, requisitions, agreements, notices, consents, instruments of conveyance, warrants and other documents, which they or any of them might deem necessary or appropriate in order to consummate any of the transactions contemplated by the agreements and documents approved under this Resolution.  Whenever in this resolution any officer of the District is authorized to execute or countersign any document or take any action, such execution, countersigning or action may be taken on behalf of such officer by any person designated by such officer to act on his or her behalf in the case such officer is absent or unavailable.

Section 6.  Effective Date.  This Resolution shall take effect from and after the date of its passage and adoption.


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PASSED AND ADOPTED at a regular meeting of the Board of Directors of the Bolinas Community Public Utility District on the 20TH day of February, 2008, by the following called vote:


AYES:   Amoroso, Kimball, Siedman, Smith

NOES:   None

ABSTAIN:  None

ABSENT:  McClellan


          __________Jack Siedman__________
                    President, Board of Directors

attest:
Jennifer Blackman
_______________________
    secretary