HomeMy WebLinkAboutRES 2013-05 UAMPS-Payson,Nebo Mnt Pmt TRUCKEE DONNER
Resolution No. 2013 - 05
A Resolution Authorizing and approvin a Prepayment by
the Truckee Donner Public Unlit Dis rict in respect of
Additional Bonds to be issued by Utah Associated
Municipal Power Systems pursuant to the Payson Power
Project Power Sales Contract; and related matters.
Whereas, Truckee Donner Public Utility District (the "Member") is a member of Utah
Associated Municipal Power Systems("UAMPS")and has previously entered into the Payson
Power Project Power Sales Contract dated as of December 1, 2009, as amended and
supplemented (the "Power Sales Contract')with UAMPS providing for the purchase and sale
of an entitlement share in the output of the Payson Power Project (the "Project'); and
Whereas, the Power Sales Contract provides that the Member may make a Prepayment to
UAMPS prior to the issuance of any Additional Bonds to finance the Cost of the Project,
thereby reducing the Debt Service Costs that would otherwise be payable by the Member
(capitalized terms used and not defined in this Resolution shall have the meanings assigned
to them in the Power Sales Contract); and
Whereas, UAMPS has proposed to issue its Payson Power Project Revenue Bonds, Series
2013A and Series 2013B, in order to finance various work and improvements at the Payson
Power Project during major maintenance outages at the Payson Power Project (the "Series
2013 Project'); and
Whereas, any Prepayment made by the Member will be deposited with Zions First National
Bank, as trustee appointed under the Financing Documents (the "Trustee"), will be held in a
special account and will be used solely for the payment of the Cost of the Series 2013 Project;
and
Whereas, UAMPS has requested that the Member now elect whether or not to make a
Prepayment, and the Member now desires to elect to make a Prepayment in accordance with
the provisions of the Power Sales Contract in the amount authorized by this Resolution;
Now, Therefore, Be It resolved by the Governing Body of Truckee Donner Public Utility
District, as follows:
Section 1. Approval and Authorization of Prepayment. (a)The Member hereby elects
to make a Prepayment in an amount equal to $262,524 which is less than or equal to the
product of (i) its Entitlement Share and (ii) the Reference Project Costs (estimated to be
approximately $262,524) in accordance with the terms and provisions of the Power Sales
Contract. Pursuant to the Power Sales Contract, it is hereby found and determined that
amounts used to make such Prepayment are derived from retained earnings of the
1 Resolution 2013-05
Participant's electric enterprise fund, unexpended proceeds of borrowings previously made by
the Participant for electric system purposes or other legally available moneys of the
Participant, including legally available funds now on deposit in the Member's margin account
with UAMPS. The Member's representative to UAMPS is hereby authorized and directed to
determine the source of the moneys to be used to make the Prepayment from the sources
authorized by this Resolution at such time as shall be directed by UAMPS. It is hereby found
and determined that the Participant has deposited or will deposit with the Trustee an amount
equal to the estimated amount of the Prepayment to be made by the Participant, all in
accordance with the Prepayment escrow instructions provided or to be provided by UAMPS.
Section 2. Miscellaneous; Effective Date. (a) This Resolution is adopted pursuant to
the Interlocal Cooperation Act.
(b) This Resolution shall be and remain irrepealable until the expiration or
termination of the Power Sales Contract in accordance with its terms.
(c) All previous acts and resolutions in conflict with this resolution or any part hereof
are hereby repealed to the extent of such conflict.
(d) In case any provision in this Resolution shall be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.
(e) This Resolution shall take effect immediately upon its adoption and approval.
Adopted and approved this third day of April 2013.
AYES: Directors Ellis, Hemig and Laliotis
NOES: None
ABSTAIN: None
ABSENT: Directors Aguera and Bender
TRUCKEE DONNER PUBLIC UTILITY DISTRICT
Tony Laliotis, President
ATTEST:
Michael D. Holley, P.E. Clerk of the Board
2 Resolution 2013-05
ANNEx A
Jackie Coombs
Customer Service Administrator
Utah Associated Municipal Power Systems
155 North 400 West, Suite 480
Salt Lake City, Utah 84103
Re: Payson Power Project—Prepayment Notice
Dear Jackie:
In response to your letter of March 27, please be advised that
Tvackee Donner Public Utility District
[name of Participantj
will make a Prepayment in the amount of $ 262 , 524
The
approving resolution, adopted by our governing body, accompanies this
Prepayment Notice(orv,,ill be sent to you no lacer than Ap-till 15, 2013).
v,611 not make a Prepayment.
Dated: April 3, 2013
Sincerely,
UAMPS Representative , Stephen Hollabaugh
A-11
'6
UAMPS .•� SMARTENERGY
Utah Associated Afuniripat Power Systems
March 27, 2013
Re: Payson Power Project Revenue Bonds
Series 2013A and Series 2013B
To the Payson Power Project Participants:
As discussed in recent meetings of the Project Management Committee (the "PMC"),
UAMPS is considering issuing the above-referenced bonds (collectively, the "Series 2013
Bonds") to provide financing for the costs of planned maintenance work and improvements (the
"Series 2013 Project") at the Payson Power Project during the 2013, 2014 and 2015 planned
maintenance outages. It is expected that the PMC and the Board of Directors will consider
approving the issuance of the Series 2013 Bonds at its April meetings. This letter provides you
with information regarding decisions that individual Participants will need to make in order to
move this financing forward.
PREPAYMENT NOTICE
The Series 2013 Project consists of various work and improvements at the Payson Power
Project during the 2013, 2014 and 2015 major maintenance outages at the Payson Power Project.
As discussed in the March meetings, UAMPS expects the Series 2013 Bonds will be sold
pursuant to a direct purchase transaction.
Under Section 4 of the Payson Power Project Power Sales Contracts, you have the option
of making a capital contribution to UAMPS for your share of the costs of the Series 2013 Project
(a "Prepayment"). Your Prepayment amount may be equal to or less than your Entitlement
Share in the Payson Power Project multiplied by the "Reference Project Costs." For purposes of
this notice, we have estimated the Reference Project Costs to be $7,140,000. The Schedule of
Prepayment Amounts attached to this letter lists the Participants in the Payson Power Project,
their Entitlement Shares, the estimated Reference Project Costs and the estimated amount of the
maximum Prepayment that each Participant can make.
2825 East Cottonwood Parkway,Suite 200,
Salt Lake City,Utah 84121-7077
P:801-566-3938 Toll-Free:800-872-5961
Payson Prepayment notice March 2013 F:801-561-2687
87005105/CJBCP www.uamps.com
If you elect to make a Prepayment, UAMPS will not issue Series 2013 Bonds to finance
your share of the Reference Project Costs to the extent of the Prepayment. You will need to
deposit the Prepayment prior to the time UAMPS sells the Series 2013 Bonds to the direct
purchaser. Our current schedule calls for the sale of the Bonds in early May. Presently UAMPS
expects all Prepayments will need to be deposited by the end of April.
The Power Sales Contract provides that the determination of whether to make a
Prepayment is to be made by your city council or other governing body. If you expect that your
city council or governing body will want to authorize a Prepayment, please contact me as soon as
possible and I will provide you with a form of the necessary resolution.
We have enclosed a short response form (Annex A) for your use to advise us of whether
or not you will be making a Prepayment. Please complete and return the form to me at your
earliest convenience, but in any event no later than April 11, 2013. If you are electing to make a
Prepayment, you must also return to me, by this date, an executed copy of the approving
resolution adopted by your governing body. If we do not receive a response from you by this
date, you will have waived your right to make a Prepayment. If your city council or governing
body needs additional time to determine whether or not to make a Prepayment, please let me
know and we will make every effort to accommodate your needs.
As always, please don't hesitate to contact me at any time with any questions or concerns
you may have.
Best Regards,
UTAH ASSOCIATED MUNICIPAL POWER SYSTEMS
By f
Manager of Customer Services
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SCHEDULE OF PREPAYMENT AMOUNTS
BASED ON REFERENCE PROJECT COSTS OF$7,140,000
PARTICIPANT ENTITLEMENT SHARE PREPAYMENT AMOUNT
Ephraim 0.9777% $ 69,808
Fairview 0.0786 5,612
Hurricane 8.4036 600,017
Hyrum 2.0455 146,049
Kaysville 16.3287 1,165,869
Lehi 15.3316 1,094,676
Logan 12.9223 922,652
Monroe 0.4518 32,259
Mt. Pleasant 0.3614 25,804
Payson 8.0702 576,212
Santa Clara 1.9599 139,937
Spring City 0.0812 5,798
Springville 18.0723 1,290,362
SESD 5.5152 393,785
TDPUD 3.6768 262,524
Washington 5.7232 408,636
TOTAL 100.0000 7 140 000
SCHEDULEI