The URL can be used to link to this page

Home My WebLink About13 Attachment 1 - Payson Project Bond Issuance ATTACHMENT 1 PAYSON POWER PROJECT BOND ISSUANCE WITH UAMPS -2- BRING-DOWN CERTIFICATE OF THE PARTICIPANT Dated: November 13, 2019 STATE OF CALIFORNIA ) ) COUNTY OF NEVADA ) The undersigned hereby certify that they are the President and the Clerk of Truckee Donner Public Utility District (the “Participant”), a member of Utah Associated Municipal Power Systems (“UAMPS”), and that as such they are authorized to execute this Certificate on behalf of the Participant and hereby certify as follows: 1. This certificate has been executed in connection with the issuance by UAMPS of its Payson Power Project Refunding Revenue Bonds, Series 2019 (the “Bonds”), as more fully described in the Official Statement of UAMPS dated October 23, 2019 prepared in connection with the offering and sale of the Bonds. 2. In connection with the execution of the Payson Power Project Power Sales Contract, dated as of December 1, 2009, between the Participant and UAMPS, officers of the Participant executed and delivered a certificate dated November 17, 2009 (the “Power Sales Contract Certificate”). 3. The undersigned hereby reaffirm the statements made in the Power Sales Contract Certificate as though made on the date hereof in the form they were rendered in the Power Sales Contract Certificate, subject to: (a) any changes between the date of the Power Sales Contract Certificate and the date hereof in (i) the identity of the members of the Governing Body and other officials or employees of the Participant and its representative to UAMPS, (ii) the Participant’s resolution or ordinance establishing electric rates and charges and (iii) the obligations of the Participant payable from the revenues of its electric system; and (b) references to the Utah Associated Municipal Power Systems Amended and Restated Agreement for Joint and Co- operative Action dated as of February 17, 1999 shall be deemed to refer to the Utah Associated Municipal Power Systems Amended and Restated Agreement for Joint and Cooperative Action, as amended and restated to the date hereof. Initially-capitalized terms used and not defined in this Certificate have the meanings assigned to them in the Power Sales Contract Certificate. -3- Dated as of the day and year first above written. TRUCKEE DONNER PUBLIC UTILITY DISTRICT By ____________________________________ President [SEAL] By ____________________________________ Clerk -4- Legal Opinion Utah Associated Municipal Power Systems 155 North 400 West, Suite 480 Salt Lake City, Utah 84103 Zions Bancorporation, National Association, as Trustee One South Main Street, 12th Floor Salt Lake City, Utah 84133 Ladies and Gentlemen: We have acted as counsel to Truckee Donner Public Utility District (the “Participant”) in connection with the issuance and delivery by Utah Associated Municipal Power Systems (“UAMPS”) of its Payson Power Project Refunding Revenue Bonds, Series 2019 (the “Bonds”). The Participant is a party to the Utah Associated Municipal Power Systems Amended and Restated Agreement for Joint and Cooperative Action and is a member of UAMPS. The Participant and UAMPS have previously entered into the Payson Power Project Power Sales Contract, dated as of December 1, 2009 (the “Power Sales Contract”). Capitalized terms used and not otherwise defined herein have the meanings assigned to such terms in the Power Sales Contract. In connection with the issuance of the Bonds, we have reviewed the legal opinion, dated November 17, 2009 (the “Prior Opinion”), rendered with respect to certain legal matters, including the validity and enforceability of the Power Sales Contract. We hereby adopt and reaffirm the Prior Opinion, as though it was dated the date hereof, in the form it was so rendered on November 17, 2009. The opinion expressed herein is limited to those expressly stated and no other opinions may be implied. The opinion expressed herein is based only on the laws of the State of California in effect as of the date of this opinion and in all respects are subject to and may be limited by future legislation, as well as developing case law. I undertake no duty to advise you of the same. This letter is furnished by me as General Counsel to the Participant. No attorney-client relationship has existed or exists between me and you in connection with the transactions provided for in the Power Sales Contract, the Bonds or by virtue of this letter. This letter, and the opinion provided herein, are delivered to you solely as required by Power Sales Contract and the Bonds and are not to be used, circulated, quoted or otherwise referred to or relied upon for any other purpose or by any other person, except as set forth herein, without my prior written consent. We hereby authorize the reference to this opinion and to the Prior Opinion set forth under the caption “LEGAL MATTERS” in the Official Statement. We hereby further authorize Chapman and Cutler LLP, bond counsel, and KeyBanc Capital Markets Inc., as underwriter of the Bonds, to rely on the Prior Opinion and on this opinion in each case as though addressed to them. -5- Respectfully submitted, PORTER SIMON Professional Corporation STEVEN C. GROSS gross@portersimon.com cc: Truckee Donner Public Utility District