BOLINAS COMMUNITY PUBLIC UTILITY DISTRICT
RESOLUTION NO. 557
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 $269,000, with respect to the
Clean Renewable Energy Project described therein (the “Project”); and
WHEREAS, the District owns and operates a system for the collection and treatment
of wastewater within the District (the “Wastewater System”), and the Project
will benefit the Wastewater 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 Wastewater 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 $269,000.
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 ($13,450) 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