HomeMy WebLinkAbout10 Attachment 8 Electric Continuing Disclosure Certificate Truckee Donner PUD 2022 Electric COPsStradling Yocca Carlson & Rauth
Draft of 5/10122
CONTINUING DISCLOSURE CERTIFICATE
This Continuing Disclosure Certificate (the "Disclosure Certificate") is executed and delivered by the
Truckee Donner Public Utility District (the "District") in connection with the execution and delivery of the Truckee
Donner Public Utility District Electric System Revenue Certificates of Participation, Series 2022A (the
"Certificates") pursuant to a Trust Agreement, dated as of July 1, 2022 (the "Trust Agreement"), by and among the
District, the Truckee Donner Public Utility District Financing Corporation (the "Corporation") and The Bank of New
York Mellon Trust Company, N.A., as trustee. The District covenants and agrees as follows:
1. Purpose of this Disclosure Certificate. This Disclosure Certificate is being executed and delivered
by the District for the benefit of the Holders and Beneficial Owners of the Certificates and in order to assist the
Participating Underwriter in complying with the Rule.
2. Definitions. In addition to the definitions set forth in the Trust Agreement, which apply to any
capitalized term used in this Disclosure Certificate unless otherwise defined in this Section, the following capitalized
terms shall have the following meanings:
Annual Report. The term "Annual Report" means any Annual Report provided by the District pursuant to,
and as described in, Sections 3 and 4 of this Disclosure Certificate.
Beneficial Owner. The term "Beneficial Owner" means any person which: (a) has the power, directly or
indirectly, to vote or consent with respect to, or to dispose of ownership of, any Certificates (including persons holding
Certificates through nominees, depositories or other intermediaries); or (b) is treated as the owner of any Certificates
for federal income tax purposes.
EMMA. The term "EMMA" means the Municipal Securities Rulemaking Board's Electronic Municipal
Market Access System for municipal securities disclosures, maintained on the Internet at http://emma.msrb.org/.
Financial Obligation. The term "Financial Obligation" means a: (A) debt obligation; (B) derivative
instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned
debt obligation; or (C) guarantee of (A) or (B). The term "Financial Obligation" does not include municipal securities
as to which a final official statement has been provided to the Municipal Securities Rulemaking Board consistent with
the Rule.
Fiscal Year. The term "Fiscal Year" means the one-year period ending on the last day of December of each
year.
Holder. The term "Holder" means a registered owner of the Certificates.
Listed Events. The term "Listed Events" means any of the events listed in Sections 5(a) and (b) of this
Disclosure Certificate.
Official Statement. The term "Official Statement" means the Official Statement relating to the Certificates
dated June _, 2022 delivered in connection with the execution and delivery of the Certificates.
Participating Underwriter. The term "Participating Underwriter" means the original underwriters of the
Certificates required to comply with the Rule in connection with offering of the Certificates.
Rule. The term "Rule" means Rule 15c2-12 adopted by the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as the same may be amended from time to time.
3. Provision of Annual Reports.
(a) The District shall provide not later than 270 days following the end of its Fiscal Year
(commencing September 27, 2022 with the Annual Report for Fiscal Year 2021) to EMMA an Annual Report relating
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to the immediately preceding Fiscal Year which is consistent with the requirements of Section 4 of this Disclosure
Certificate, which Annual Report may be submitted as a single document or as separate documents comprising a
package, and may cross-reference other information as provided in Section 4 of this Disclosure Certificate.
Notwithstanding the foregoing, the filing of the first Annual Report due September 27, 2022 shall be satisfied by the
filing of the Official Statement on EMMA.
(b) If the District is unable to provide to EMMA an Annual Report by the date required in
subsection (a), the District shall send to EMMA a notice in substantially the manner prescribed by the Municipal
Securities Rulemaking Board.
4. Content of Annual Reports. The Annual Report shall contain or incorporate by reference the
following:
(a) The audited financial statements of the District for the prior Fiscal Year, prepared in
accordance with generally accepted accounting principles as promulgated to apply to governmental entities from time
to time by the Governmental Accounting Standards Board. If such audited financial statements are not available by
the time the Annual Report is required to be filed pursuant to Section 3(a), the Annual Report shall contain unaudited
financial statements in a format similar to the financial statements contained in the final Official Statement, and the
audited financial statements shall be filed in the same manner as the Annual Report when they become available.
(b) Principal amount of the Certificates outstanding as of the last day of the prior Fiscal Year.
(c) To the extent not contained in the audited financial statements filed under the preceding
clause (a), the Annual Report shall contain information showing the following information for the most recently
completed Fiscal Year:
(i) an update of the information in Tables 1, 4, 5 under the caption "THE ELECTRIC
SYSTEM" in the Official Statement;
(ii) an update of the information in Table 6 under the caption "FINANCIAL
INFORMATION" in the Official Statement; and
(iii) a description of additional Contracts or Bonds (as such terms are defined in the
Installment Purchase Agreement) executed or issued by the District during the most recently completed Fiscal Year.
Any or all of the items listed above may be included by specific reference to other documents, including official
statements of debt issues of the District or related public entities, which have been submitted to EMMA or the
Securities and Exchange Commission; provided that if any document included by reference is a final official statement,
it must be available from the Municipal Securities Rulemaking Board; and provided further that the District shall
clearly identify each such document so included by reference.
5. Reporting of Significant Events.
(a) Pursuant to the provisions of this Section 5, the District shall give, or cause to be given,
notice of the occurrence of any of the following events with respect to the Certificates in a timely manner not more
than ten (10) Business Days after the event:
1. principal and interest payment delinquencies;
2. unscheduled draws on debt service reserves reflecting financial difficulties;
3. unscheduled draws on credit enhancements reflecting financial difficulties;
4. substitution of credit or liquidity providers, or their failure to perform;
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5. issuance by the Internal Revenue Servicc of proposed or final determination of
taxability or of a Notice of Proposed Issue (IRS Form 5701 TEB);
6. tender offers;
7. defeasances;
8. ratings changes;
9. bankruptcy, insolvency, receivership or similar proceedings; Note: For the
purposes of the event identified in subparagraph (9), the event is considered to occur when any of the following occur:
the appointment of a receiver, fiscal agent or similar officer for an obligated person in a proceeding under the U.S.
Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has
assumed jurisdiction over substantially all of the assets or business of the obligated person, or if such jurisdiction has
been assumed by leaving the existing governmental body and officials or officers in possession but subject to the
supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of
reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction
over substantially all of the assets or business of the obligated person; and
10. default, event of acceleration, termination event, modification of terms or other
similar events under the terms of a Financial Obligation of the District, any of which reflect financial difficulties.
(b) Pursuant to the provisions of this Section 5, the District shall give, or cause to be given,
notice of the occurrence of any of the following events with respect to the Certificates, if material, in a timely manner
not more than ten (10) Business Days after the event:
1. unless described in Section 5(a)(5), other notices or determinations by the Internal
Revenue Service with respect to the tax status of the Certificates or other events affecting the tax status of the
Certificates;
2. modifications to the rights of Certificate holders;
3. optional, unscheduled or contingent Certificate calls;
4. release, substitution or sale of property securing repayment of the Certificates;
5. non-payment related defaults;
6. the consummation of a merger, consolidation, or acquisition involving the District
or the sale of all or substantially all of the assets of the District, other than in the ordinary course of business, the entry
into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any
such actions, other than pursuant to its terms;
appointment of a successor or additional trustee or the change of the name of a
trustee; and
8. incurrence of a Financial Obligation of the District, or agreement to covenants,
events of default, remedies, priority rights, or other similar terms of a Financial Obligation of the District, any of
which affect security holders.
(c) If the District determines that knowledge of the occurrence of a Listed Event under Section
5(b) would be material under applicable federal securities laws, the District shall file a notice of such occurrence with
EMMA in a timely manner not more than ten (10) Business Days after the event.
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6. Customarily Prepared and Public Information. Upon request, the District shall provide to any person
financial information and operating data regarding the District which is customarily prepared by the District and is
publicly available.
7. Termination of Obligation. The District's obligations under this Disclosure Certificate shall
terminate upon the legal defeasance, prior prepayment or payment in full of all of the Certificates. If such termination
occurs prior to the final maturity of the Certificates, the District shall give notice of such termination in the same
manner as for a Listed Event under Section 5(c).
8. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Certificate, the
District may amend this Disclosure Certificate, and any provision of this Disclosure Certificate may be waived,
provided that, in the opinion of nationally recognized bond counsel, such amendment or waiver is permitted by the
Rule.
9. Additional Information. Nothing in this Disclosure Certificate shall be deemed to prevent the
District from disseminating any other information, using the means of dissemination set forth in this Disclosure
Certificate or any other means of communication, or including any other information in any notice of occurrence of a
Listed Event, in addition to that which is required by this Disclosure Certificate. If the District chooses to include any
information in any notice of occurrence of a Listed Event in addition to that which is specifically required by this
Disclosure Certificate, the District shall not thereby have any obligation under this Disclosure Certificate to update
such information or include it in any future notice of occurrence of a Listed Event.
10. Default. In the event of a failure of the District to comply with any provision of this Disclosure
Certificate, any Holders or Beneficial Owners of the Certificates may take such actions as may be necessary and
appropriate, including seeking mandate or specific performance by court order, to cause the District to comply with
its obligations under this Disclosure Certificate. A default under this Disclosure Certificate shall not be deemed an
Event of Default under the Trust Agreement, and the sole remedy under this Disclosure Certificate in the event of any
failure of the District to comply with this Disclosure Certificate shall be an action to compel performance.
No Holder or Beneficial Owner of the Certificates may institute such action, suit or proceeding to compel
performance unless they shall have first delivered to the District satisfactory written evidence of their status as such,
and a written notice of and request to cure such failure, and the District shall have refused to comply therewith within
a reasonable time.
11. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the Corporation, the
District, the Participating Underwriter and Holders and Beneficial Owners from time to time of the Certificates, and
shall create no rights in any other person or entity.
Dated: July_, 2022 TRUCKEE DONNER PUBLIC UTILITY DISTRICT
By:
Its:
General Manager
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