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Attachment 2
Puk�iic Utility District
Nesolution No. 2013
A Resolution Authorizing and approving a Prepayment by
the Truckee Donner Public Utilit District in respect of
Additional Bonds to be issuedy 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 $ , which is less than or equal to the
product of (i) its Entitlement Share and (ii) the Reference Project Costs (estimated to be
approximately $ ) 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
Resolution 2013-XX
Attachment 2
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:
NOES:
ABSTAIN:
ABSENT:
TRUCKEE DONNER PUBLIC UTILITY DISTRICT
Jeff Bender , President
ATTEST:
Michael D. Holley, P.E. Clerk of the Board
2 Resolution 2013-XX