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HomeMy WebLinkAbout7 Attachment 5 Electric Purchase Contract Truckee Donner PUD 2022 Electric COPsStradling Yocca Carlson & Rauth Draft of 5110122 PURCHASE CONTRACT TRUCKEE DONNER PUBLIC UTILITY DISTRICT ELECTRIC SYSTEM REVENUE CERTIFICATES OF PARTICIPATION, SERIES 2022A June , 2022 Truckee Donner Public Utility District 11570 Donner Pass Road Truckee, California 96161 Ladies and Gentlemen: Oppenheimer & Co. Inc., acting on behalf of itself and not as an agent or representative of you (the "Underwriter"), offers to enter into this purchase contract (the "Purchase Contract") with the Truckee Donner Public Utility District (the "District"), which will be binding upon the District and the Underwriter upon the acceptance hereof by the District. This offer is made subject to its acceptance by the District by execution of this Purchase Contract and its delivery to the Underwriter, on or before 8:00 p.m., California time, on the date hereof. All capitalized terms that are used herein and not otherwise defined have the meanings that are given to such terms in the Official Statement (as such term is defined herein). 1. Purchase and Sale. Upon the terms and conditions and upon the basis of the representations, warranties and agreements hereinafter set forth, the Underwriter hereby agrees to purchase, and the District hereby agrees to cause to be delivered to the Underwriter, all (but not less than all) of $ aggregate principal amount of the Truckee Donner Public Utility District Electric System Revenue Certificates of Participation, Series 2022A (the "Series 2022A Certificates"). The Series 2022A Certificates will mature in the amounts and on the dates and bear interest at the rates set forth in Appendix A. The Underwriter will purchase the Series 2022A Certificates for the aggregate purchase price of $ (representing the aggregate principal amount of the Series 2022A Certificates plus/less net original issue premium/discount of $ , less an Underwriter's discount of $ ). 2. Description and Purpose of the Series 2022A Certificates. The Series 2022A Certificates will be executed and delivered 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 "Trustee") and evidence and represent the direct and undivided interests of the registered owners thereof in the right to receive payments (the "Installment Payments") to be made by the District, pursuant to an Installment Purchase Agreement, dated as of July 1, 2022 (the "Installment Purchase Agreement"), by and between the District and the Corporation. The District's obligation to make Installment Payments is a limited obligation of the District payable solely from Net Revenues of the District's Electric System remaining after payment of Operation and Maintenance Costs (as such terms are defined in the Installment Purchase Agreement). The Corporation will assign its right to receive Installment Payments to the Trustee pursuant to an Assignment Agreement, dated as of July 1, 2022 (the "Assignment Agreement"), by and between the Corporation and the Trustee. 4867-5839-3115v2/022925-0111 The Trust Agreement, the Installment Purchase Agreement and the Assignment Agreement are collectively referred to herein as the "Corporation Documents." The Series 2022A Certificates will be as described in the Trust Agreement and the Official Statement dated June , 2022, relating to the Series 2022A Certificates (which, together with all exhibits and appendices included therein or attached thereto and such amendments or supplements thereto which shall be approved by the Underwriter, is hereinafter called the "Official Statement"). The Series 2022A Certificates are being executed and delivered: (i) to finance the acquisition and construction of certain capital improvements to the District's Electric System; and (ii) to pay the costs of executing and delivering the Series 2022A Certificates. 3. Public Offering. The Underwriter agrees to make an initial bona fide public offering of all of the Series 2022A Certificates at the public offering prices set forth on the inside cover page of the Official Statement. Subsequent to the initial public offering, the Underwriter reserves the right to change the initial public offering prices (subject in all cases to Section 4) as the Underwriter shall deem necessary in connection with the marketing of the Series 2022A Certificates, provided that the Underwriter shall not change the interest rates set forth in Appendix A. The Underwriter may offer and sell the Series 2022A Certificates to certain dealers (including dealers depositing the Series 2022A Certificates into investment trusts) and others at prices lower than initial public offering prices. The Underwriter also reserves the right: (i) to engage in transactions that stabilize, maintain or otherwise affect the market price of the Series 2022A Certificates at a level above that which might otherwise prevail in the open market; and (ii) to discontinue such transactions, if commenced, at any time. 4. Establishment of Issue Price. (a) The Underwriter agrees to assist the District in establishing the issue price of the Series 2022A Certificates and shall execute and deliver to the District at Closing (as such term is defined herein) an "issue price" or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the forms attached hereto as Exhibit A-1 or Exhibit A-2, as applicable, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the District and Special Counsel (as such term is defined herein), to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Series 2022A Certificates. All actions to be taken by the District under this section to establish the issue price of the Series 2022A Certificates may be taken on behalf of the District by the District's municipal advisor and any notice or report to be provided to the District may be provided to the District's municipal advisor. (b) Except as otherwise set forth in Appendix A, the District will treat the first price at which 10% of each maturity of the Series 2022A Certificates (the "10% test") is sold to the public as the issue price of that maturity. At or promptly after the execution of this Purchase Contract, the Underwriter will report to the District the price or prices at which the Underwriter has sold to the public each maturity of Series 2022A Certificates. For purposes of this Section, if the Series 2022A Certificates mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Series 2022A Certificates. (c) The Underwriter confirms that it has offered the Series 2022A Certificates to the public on or before the date of this Purchase Contract at the offering price or prices (the "initial offering price"), or at the corresponding yield or yields, set forth in Appendix A, except as otherwise set forth therein. Appendix A also sets forth, as of the date of this Purchase Contract, the maturities, if any, of 2 4867-5839-3115v2/022925-0111 the Series 2022A Certificates for which the 10% test has not been satisfied and for which the District and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the District to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the "hold -the -offering -price rule"). So long as the hold -the - offering -price rule remains applicable to any maturity of the Series 2022A Certificates, the Underwriter will neither offer nor sell unsold Series 2022A Certificates of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following: (1) the close of the fifth (5th) business day after the sale date; or (2) the date on which the Underwriter has sold at least 10% of that maturity of the Series 2022A Certificates to the public at a price that is no higher than the initial offering price to the public. The Underwriter will advise the District promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Series 2022A Certificates to the public at a price that is no higher than the initial offering price to the public. (d) The Underwriter confirms that: (1) any agreement among underwriters, any selling group agreement and each third -party distribution agreement (to which the Underwriter is a parry) relating to the initial sale of the Series 2022A Certificates to the public, together with the related pricing wires, contains or will contain language obligating the Underwriter, each dealer who is a member of the selling group and each broker -dealer that is a party to such third -party distribution agreement, as applicable: (A)(i) to report the prices at which it sells to the public the unsold Series 2022A Certificates of each maturity allocated to it, whether or not the Closing has occurred, until either all Series 2022A Certificates of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% test has been satisfied as to the Series 2022A Certificates of that maturity, provided that, the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter; and (ii) to comply with the hold -the -offering - price rule, if applicable, if and for so long as directed by the Underwriter and as set forth in the related pricing wires; (B) to promptly notify the Underwriter of any sales of Series 2022A Certificates that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Series 2022A Certificates to the public (each such term being used as defined below); and (C) to acknowledge that, unless otherwise advised by the Underwriter, dealer or broker -dealer, the Underwriter shall assume that each order submitted by the Underwriter, dealer or broker -dealer is a sale to the public; and (2) any agreement among underwriters or selling group agreement relating to the initial sale of the Series 2022A Certificates to the public, together with the related pricing wires, contains or will contain language obligating the Underwriter or dealer that is a party to a third -party distribution agreement to be employed in connection with the initial sale of the Series 2022A 4867-5839-3115v2/022925-0111 Certificates to the public to require each broker -dealer that is a party to such third -party distribution agreement: (A) to report the prices at which it sells to the public the unsold Series 2022A Certificates of each maturity allocated to it, whether or not the Closing has occurred, until either all Series 2022A Certificates of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the Series 2022A Certificates of that maturity, provided that, the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer; and (B) to comply with the hold -the -offering - price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires. (e) The District acknowledges that, in making the representations set forth in this Section, the Underwriter will rely on: (1) in the event that a selling group has been created in connection with the initial sale of the Series 2022A Certificates to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Series 2022A Certificates, including, but not limited to, its agreement to comply with the hold -the -offering - price rule, if applicable to the Series 2022A Certificates, as set forth in a selling group agreement and the related pricing wires; and (2) in the event that an Underwriter or dealer who is a member of the selling group is a parry to a third -party distribution agreement that was employed in connection with the initial sale of the Series 2022A Certificates to the public, the agreement of each broker -dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Series 2022A Certificates, including, but not limited to, its agreement to comply with the hold -the -offering - price rule, if applicable to the Series 2022A Certificates, as set forth in the third -party distribution agreement and the related pricing wires. The District further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker -dealer that is a party to a third -party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Series 2022A Certificates, including, but not limited to, its agreement to comply with the hold -the -offering -price rule, if applicable to the Series 2022A Certificates. (f) The Underwriter acknowledges that sales of any Series 2022A Certificates to any person that is a related party to an underwriter participating in the initial sale of the Series 2022A Certificates to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this section. Further, for purposes of this section: (1) "public" means any person other than an underwriter or a related party; (2) "underwriter" means: (A) any person that agrees pursuant to a written contract with the District (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Series 2022A Certificates to the public; and (B) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (A) to participate in the initial sale of the Series 2022A Certificates to the public (including a member of a selling group or a parry to a third -party distribution agreement participating in the initial sale of the Series 2022A Certificates to the public); (3) a purchaser of any of the Series 2022A Certificates is a "related party" to an underwriter if the underwriter and the purchaser are subject, directly or indirectly, to: (A) more than 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another); (B) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct 4 4867-5839-3115v2/022925-0111 ownership by one partnership of another); or (C) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other); and (4) "sale date" means the date of execution of this Purchase Contract by all parties. 5. Delivery of Official Statement. Pursuant to the authorization of the District, the Underwriter has distributed copies of the Preliminary Official Statement dated June , 2022, relating to the Series 2022A Certificates, which, together with the cover page and appendices thereto, is hereinafter called the "Preliminary Official Statement." By its execution of this Purchase Contract, the District hereby approves and ratifies the distribution and use by the Underwriter of the Preliminary Official Statement. The District agrees to execute and deliver a final Official Statement in substantially the same form as the Preliminary Official Statement with such changes as may be made thereto with the consent of the District and the Underwriter, as appropriate, and to provide copies thereof to the Underwriter as set forth in Section 8(e)(xii). The District hereby authorizes the Underwriter to use and distribute, in connection with the offer and sale of the Series 2022A Certificates, the Preliminary Official Statement, the Official Statement, the Trust Agreement, the Installment Purchase Agreement, the Assignment Agreement, the Continuing Disclosure Certificate (as such term is defined herein), and other documents or contracts to which the District is a party in connection with the transactions contemplated by this Purchase Contract, including this Purchase Contract and all information contained herein, and all other documents, certificates and statements furnished by the District to the Underwriter in connection with the transactions contemplated by this Purchase Contract. 6. The Closing. At 8:00 a.m., California time, on July , 2022, or at such other time or on such earlier or later business day as shall have been mutually agreed upon by the District and the Underwriter, the District will cause to be executed and delivered: (i) the Series 2022A Certificates in book -entry form through the facilities of The Depository Trust Company ("DTC"), or its agent, on behalf of the Underwriter; and (ii) the closing documents hereinafter mentioned at the offices of Stradling Yocca Carlson & Rauth, a Professional Corporation ("Special Counsel'), in San Francisco, California or another place to be mutually agreed upon by the District and the Underwriter. The Underwriter will accept such delivery of the Series 2022A Certificates and pay the purchase price of such Series 2022A Certificates as set forth in Section I in immediately available funds to the order of the District. This payment for and delivery of the Series 2022A Certificates, together with the execution and delivery of the aforementioned documents, is herein called the "Closing." 7. District Representations, Warranties and Covenants. The District represents, warrants and covenants to the Underwriter that: (i) Due Organization, Existence and District. The District is a public utility district that is duly organized and existing under the Constitution and laws of the State of California (the "State"), including Division 7 of the Public Utility Code of the State of California, with full right, power and authority to execute, deliver and perform its obligations under this Purchase Contract, the Trust Agreement, the Installment Purchase Agreement and the Continuing Disclosure Certificate (collectively, the "District Documents") and to carry out and consummate the transactions contemplated by the District Documents and the Official Statement. (ii) Due Authorization and Approval. By all necessary official action of the District prior to or concurrently with the acceptance hereof, the District has duly authorized and 4867-5839-3115v2/022925-0111 approved the execution, delivery and performance by the District of the obligations in connection with the execution and delivery of the Series 2022A Certificates on its part contained in the District Documents and, as of the date hereof, such authorizations and approvals are in full force and effect and have not been amended, modified or rescinded, and when executed and delivered, each District Document and the Series 2022A Certificates will constitute the legally valid and binding obligation of the District enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws or equitable principles relating to or affecting creditors' rights generally or by the exercise of judicial discretion in appropriate cases or by limitations on legal remedies against public agencies in the State, and the District is and will be on the date of the Closing in compliance with the provisions of the District Documents. (iii) Official Statement Accurate and Complete. The Preliminary Official Statement was as of its date, and the Official Statement is, and at all times subsequent to the date of the Official Statement up to and including the Closing will be, true and correct in all material respects, and the Preliminary Official Statement and the Official Statement contain, and up to and including the Closing, will contain no misstatement of any material fact and do not, and up to and including the Closing, will not omit any statement necessary to make the statements contained therein, in the light of the circumstances in which such statements were made, not misleading (except that no representation is made with respect to information relating to DTC or DTC's book -entry system). (iv) Underwriter's Consent to Amendments and Supplements to the Official Statement. The District will advise the Underwriter promptly of any proposal to amend or supplement the Official Statement and will not effect or consent to any such amendment or supplement without the consent of the Underwriter, which consent will not be unreasonably withheld. The District will advise the Underwriter promptly of the institution of any proceedings known to it by any governmental agency prohibiting or otherwise affecting the use of the Official Statement in connection with the offering, sale or distribution of the Series 2022A Certificates. (v) District Agreement to Amend or Supplement the Official Statement. If after the date of this Purchase Contract and until 25 days after the end of the "underwriting period" (as such term is defined in Section 240.15c2-12 in Chapter 11 of Title 17 of the Code of Federal Regulations ("Rule 15c2-12")), any event occurs as a result of which the Official Statement as then amended or supplemented would include an untrue statement of a material fact, or omit to state any material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading, and, in the reasonable opinion of the Underwriter, an amended or supplemented Official Statement should be delivered in connection with the offers or sales of the Series 2022A Certificates to reflect such event, the District promptly will prepare at its expense an amendment or supplement which will correct such statement or omission and the District shall promptly furnish to the Underwriter a reasonable number of copies of such amendment or supplement. The Underwriter hereby agrees to deposit the Official Statement with the Municipal Securities Rulemaking Board (the "MSRB"). The Underwriter acknowledges that the end of the "underwriting period" will be the date of Closing. (vi) No Material Change in Finances. Except as otherwise described in the Official Statement, there shall not have been any material adverse changes in the financial condition of the District since the end of the fiscal year of the District's most recent audited financial report. 6 4867-5839-3115v2/022925-0111 (vii) No Breach or Default. The District is not in default, nor has it been in default, as to principal or interest with respect to an obligation issued or incurred by the District, and the District is not, in any manner which would materially adversely affect the transactions contemplated hereby and by the District Documents, in breach of or in default under any applicable constitutional provision, law or administrative rule or regulation of the State or the United States, or any applicable judgment or decree or under the District Documents or any trust agreement, loan agreement, bond, note, resolution, ordinance, agreement or other instrument to which the District is a party or is otherwise subject, and no event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute, in any manner which would materially adversely affect the transactions contemplated hereby and by the District Documents, a default or event of default under any such instrument; and the authorization, execution and delivery of the District Documents and compliance with the provisions of each of such agreements or instruments do not in any manner which would materially adversely affect the transactions contemplated hereby and by the District Documents, conflict with or constitute a breach of or default under any applicable constitutional provision, law or administrative rule or regulation of the State or the United States, or any applicable judgment, decree, license, permit, trust agreement, loan agreement, bond, note, resolution, ordinance, agreement or other instrument to which the District (or any of its officers in their respective capacities as such) is subject, or by which it or any of its properties is bound, nor will any such authorization, execution, delivery or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of its assets or properties or under the terms of any such law, regulation or instrument, except as may be provided by the District Documents. (viii) No Litigation. No action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government agency, public board or body, is pending or, except as disclosed in the Official Statement, to the best knowledge of the District after due investigation, threatened: (1) in any way questioning the corporate existence of the District or the titles of the officers of the District to their respective offices; (2) affecting, contesting or seeking to prohibit, restrain or enjoin the execution and delivery of any of the Series 2022A Certificates, or in any way contesting or affecting the validity of the Series 2022A Certificates or the District Documents or the consummation of the transactions contemplated thereby, or contesting the exclusion of the interest with respect to the Series 2022A Certificates from gross income for federal income tax purposes or contesting the powers of the District to enter into the District Documents; or (3) which may result in any material adverse change to the financial condition of the District or to its ability to pay principal of or interest on the Series 2022A Certificates when due, and there is no basis for any action, suit, proceeding, inquiry or investigation of the nature described in clauses (1) through (3) of this sentence. (ix) Prior Liens on Net Revenues. The District does not and will not, as of the date of Closing, have outstanding any other indebtedness which indebtedness is secured by a lien on the Revenues superior to the lien of the Series 2022A Certificates on the Revenues. The District does not and will not, as of the date of Closing, have outstanding any other indebtedness which is payable from the Net Revenues on a parity with the lien of the Series 2022A Certificates on the Net Revenues. (x) Further Cooperation: Blue SkX. The District will furnish such information, execute such instruments and take such other action in cooperation with the Underwriter as the Underwriter may reasonably request in order: (A) to qualify the Series 2022A Certificates for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriter may designate; and (B) to determine the eligibility of the Series 2022A Certificates for investment under the laws of such states and other jurisdictions, and will use its best efforts to continue such qualifications in effect so long as required for the 7 4867-5839-3115v2/022925-0111 distribution of the Series 2022A Certificates; provided, however, that the District shall not be required to execute a general or special consent to service of process or qualify to do business in connection with any such qualification or determination in any jurisdiction. (xi) Consents and Approvals. Except as may be described in the Preliminary Official Statement and the Official Statement, all authorizations, approvals, licenses, permits, consents and orders of any governmental authority, legislative body, board, agency or commission having jurisdiction in matters which are required for the due authorization of, which would constitute a condition precedent to or the absence of which would materially adversely affect the due performance by the District of its obligations in connection with, the District Documents have been duly obtained or made, except as may be required under the Blue Sky or securities laws of any state in connection with the offering and sale of the Series 2022A Certificates. (xii) No Other Obligations. Between the date of this Purchase Contract and the date of Closing and except as otherwise disclosed in the Official Statement, the District will not, without the prior written consent of the Underwriter, offer or issue any bonds, notes or other obligations for borrowed money, or incur any material liabilities, directly or contingently payable from the Net Revenues. (xiii) Certificates. Any certificate signed by any official of the District and delivered to the Underwriter shall be deemed to be a representation and warranty by the District to the Underwriter as to the statements made therein. (xiv) Compliance with Rule 15c2-12. The Preliminary Official Statement heretofore delivered to the Underwriter has been deemed final by the District as of the date of the Preliminary Official Statement, except for the omission of such information as is permitted to be omitted in accordance with paragraph (b)(i) of Rule 15c2-12. The District hereby covenants and agrees that, within seven business days from the date hereof, it shall cause a final form of the Official Statement to be delivered to the Underwriter in sufficient quantity to comply with paragraph (b)(4) of Rule 15c2-12 and rules of the MSRB. (xv) Continuing Disclosure. Other than as disclosed in the Official Statement, during the past five years, the District has not failed to comply in any material respect with any continuing disclosure undertaking previously entered into by the District pursuant to Rule 15c2-12. The District will undertake, pursuant to a Continuing Disclosure Certificate, dated the date of the Closing and related to the Series 2022A Certificates (the "Continuing Disclosure Certificate"), to provide annual reports and notices of certain events in accordance with the requirements of Rule 15c2-12. A form of the Continuing Disclosure Certificate is set forth as an appendix to the Official Statement. 8. Closing Conditions. The Underwriter has entered into this Purchase Contract in reliance upon the representations, warranties and agreements of the District contained herein and in the District Documents and in reliance upon the representations, warranties and agreements to be contained in the documents and instruments to be delivered at the Closing and upon the performance by the District of its obligations hereunder, both as of the date hereof and as of the date of the Closing. The Underwriter's obligations under this Purchase Contract are and shall be subject to the following additional conditions: 8 4867-5839-3115v2/022925-0111 (a) Bring -Down Representation. The representations, warranties and covenants of the District contained herein shall be true, complete and correct at the date hereof and at the time of the Closing, as if made on the date of the Closing. (b) Executed Agreements and Performance Thereunder. At the time of the Closing: (i) the District Documents and the Corporation Documents shall be in full force and effect, and shall not have been amended, modified or supplemented except with the written consent of the Underwriter; (ii) there shall be in full force and effect such resolutions (the "Resolutions") as, in the opinion of Special Counsel, shall be necessary in connection with the transactions contemplated by the Official Statement and the District Documents and the Corporation Documents; (iii) the District shall perform or have performed its obligations required or specified in the District Documents to be performed at or prior to Closing; (iv) the Corporation shall perform or have performed its obligations required or specified in the Corporation Documents to be performed at or prior to Closing; and (v) the Official Statement shall not have been supplemented or amended, except pursuant to Sections 7(iv) or 7(v) or as otherwise may have been agreed to in writing by the Underwriter. (c) No Default. At the time of the Closing, no default, or any event that with the passage of time would be reasonably likely to result in default, shall have occurred or be existing under the Resolutions, the District Documents, the Corporation Documents or any other agreement or document pursuant to which any of the District's financial obligations were issued and the District shall not be in default in the payment of principal or interest on any of its financial obligations which default would materially adversely impact the ability of the District to make debt service payments on the Series 2022A Certificates. (d) Termination Events. The Underwriter shall have the right to terminate this Purchase Contract, without liability therefor, by written notification to the District if at any time at or prior to the Closing: (i) any event shall occur which causes any statement contained in the Official Statement to be materially misleading or results in a failure of the Official Statement to state a material fact necessary to make the statements in the Official Statement, in the light of the circumstances under which they were made, not misleading; or (ii) Between the date hereof and the date of the Closing, the market price or marketability, or the ability of the Underwriter to enforce contracts for the sale, at the initial offering price set forth in the Official Statement, of the Series 2022A Certificates shall not have been materially adversely affected in the evidenced judgment of the Underwriter by reason of any of the following: (A) an amendment to the Constitution of the United States or the State shall have been passed or legislation shall have been introduced in or enacted by the Congress of the United States or the legislature of any state having jurisdiction of the subject matter, or legislation pending in the Congress of the United States shall have been amended or legislation shall have been recommended to the Congress of the United States or to any state having jurisdiction of the subject matter or otherwise endorsed for passage (by press release, other form of notice or otherwise) by the President of the United States, the Treasury Department of the United States, the Internal Revenue Service or the Chairman or ranking minority member of the Committee on Finance of the United States Senate or the Committee on Ways and Means of the United States House of Representatives, or legislation shall have been proposed for consideration by either such Committee by any member thereof or presented as an option for consideration by either such Committee by the staff of such 9 4867-5839-3115v2/022925-0111 Committee or by the staff of the Joint Committee on Taxation of the Congress of the United States, or legislation shall have been favorably reported for passage to either House of the Congress of the United States by a Committee of such House to which such legislation has been referred for consideration, or a decision shall have been rendered by a court of the United States or of the State of California or the Tax Court of the United States, or a ruling shall have been made or a regulation or temporary regulation shall have been proposed or made, or any other release or announcement shall have been made by the Treasury Department of the United States, the Internal Revenue Service or other federal or State authority with respect to federal or State taxation upon revenues or other income of the general character to be derived by the District or upon interest received on obligations of the general character of the Series 2022A Certificates that, in the reasonable judgment of the Underwriter, materially and adversely affects the tax status of the District, its property or income, its securities (including the Series 2022A Certificates) or the interest thereon, or any tax exemption granted or authorized by State legislation; (B) legislation enacted, introduced in the Congress or recommended for passage by the President of the United States, or a decision rendered by a court established under Article III of the Constitution of the United States or by the Tax Court of the United States, or an order, ruling, regulation (final, temporary or proposed) or official statement issued or made by or on behalf of the Securities and Exchange Commission or by any other governmental agency having jurisdiction of the subject matter shall have been made or issued to the effect that obligations of the general character of the Series 2022A Certificates, including any or all underlying arrangements, are not exempt from registration under the Securities Act of 1933, as amended, or that the Trust Agreement is not exempt from qualification under the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"); (C) there shall have occurred any new outbreak or escalation of hostilities, declaration by the United States of or any escalation of a national emergency or war or other calamity or crisis in financial markets; (D) the declaration of a general banking moratorium by federal, New York or California authorities, or a major financial crisis or a material disruption in commercial banking or securities settlement, payment or clearances services shall have occurred or the general suspension of trading on any national securities exchange; (E) the imposition by the New York Stock Exchange or other national securities exchange or any governmental authority of any material restrictions not now in force with respect to the Series 2022A Certificates or obligations of the general character of the Series 2022A Certificates or securities generally or the material increase of any such restrictions now in force, including those relating to the extension of credit by or the charge to the net capital requirements of, the Underwriter; (F) an order, decree or injunction of any court of competent jurisdiction or order, ruling, regulation or official statement by the Securities and Exchange Commission or any other governmental agency having jurisdiction of the subject matter issued or made to the effect that the execution and delivery, offering or sale of obligations of the general character of the Series 2022A Certificates or the execution and delivery, offering or sale of the Series 2022A Certificates, including any or all underlying obligations, as contemplated hereby or by the Official Statement, is or would be in violation of the federal securities laws as amended and then in effect; 10 4867-5839-3115v2/022925-0111 (G) the withdrawal or downgrading of any rating of the Series 2022A Certificates or other debt securities of the District by S&P Global Ratings, a Standard & Poor's Financial Services LLC business ("S&P"), or any formal statement shall be published, such as being placed on "credit watch" with negative implications or "negative outlook" or similar qualification, with respect to the Series 2022A Certificates or other debt securities of the District; (H) any event occurring, or information becoming known that, in the judgment of the Underwriter, makes untrue in any material respect any statement or information contained in the Official Statement or has the effect that the Official Statement contains any untrue statement of material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (I) any litigation or proceedings shall be pending or threatened contesting the completeness or accuracy of the Official Statement or any supplement or amendment thereto or asserting that the Official Statement contained any untrue statement of material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which there were made, not misleading. (e) Closing Documents. At or prior to the Closing, the Underwriter shall receive with respect to the Series 2022A Certificates the following documents: (i) Approving Opinion. An approving opinion of Special Counsel dated the date of the Closing and substantially in the form included as an appendix to the Official Statement, together with a letter or letters from such counsel, dated the date of the Closing and addressed to the Underwriter and the Trustee, to the effect that the foregoing opinion addressed to the District may be relied upon by the Underwriter to the same extent as if such opinion were addressed to it. (ii) Supplemental Opinion. A supplemental opinion of Special Counsel addressed to the Underwriter, substantially in the form attached as Exhibit B. (iii) District Counsel Opinion. An opinion of Porter Simon, general counsel to the District, dated the date of the Closing and addressed to the Underwriter and the Trustee, in substantially the form attached as Exhibit C. (iv) Corporation Counsel Opinion. An opinion of Porter Simon, general counsel to the Corporation, dated the date of the Closing and addressed to the Underwriter and the Trustee, in substantially the form attached hereto as Exhibit D. (v) Negative Assurance Letter. A negative assurance letter of Stradling Yocca Carlson & Rauth, a Professional Corporation, disclosure counsel ("Disclosure Counsel"), dated the date of the Closing and addressed to the District, substantially in the form attached as Exhibit E. (vi) Trustee Counsel Opinion. The opinion of counsel to the Trustee, dated the date of the Closing, addressed to the District, the Corporation and the Underwriter, to the effect that: (A) the Trustee is a national banking association, duly organized and validly existing under and by virtue of the laws of the United States of America, having full power 11 4867-5839-3115v2/022925-0111 and authority to authenticate and deliver the Series 2022A Certificates and to accept and administer the trust and duties created under the Trust Agreement and the Assignment Agreement (collectively, the "Trustee Documents") and to enter into the Trustee Documents; (B) the Trustee has duly authenticated and delivered the Series 2022A Certificates in accordance with the Trust Agreement and the order of the District; (C) the Trustee has duly authorized, executed and delivered the Trustee Documents and the Trustee Documents constitute the legal, valid and binding obligations of the Trustee, enforceable against the Trustee in accordance with their respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting the rights of creditors generally; (D) except as may be required under any federal or state securities laws or regulations in connection with the initial purchase and distribution of the Series 2022A Certificates, and other than routine filings required to be made with governmental agencies in order to preserve the Trustee's authoritoperform a trust business, no consent, approval, authorization or other action by any governmental or regulatory authority having jurisdiction over the Trustee that has not been obtained is or will be required for the valid execution and delivery by the Trustee of the Trustee Documents; and (E) the Trustee's actions in executing and delivering the Trustee Documents are in full compliance with, and do not conflict with any applicable federal or California law or governmental regulation governing the Trustee and, to the best of such counsel's knowledge (without making any independent inquiry or investigation with respect thereto), do not conflict with or violate any contract to which the Trustee is a party or any administrative or judicial decision by which the Trustee is bound. (vii) [CONFIRM] Underwriter's Counsel Opinion. A letter from , counsel to the Underwriter, dated the date of Closing and addressed to the Underwriter, to the effect that: (A) Such counsel is of the opinion that the Series 2022A Certificates are exempt from registration pursuant to the Securities Act and that the Trust Agreement is issued are exempt from qualification pursuant to the Trust Indenture Act; (B) Such counsel is of the opinion that, assuming the due and valid authorization, execution and delivery of the Continuing Disclosure Certificate by, and the validity of the Continuing Disclosure Certificate with respect to, the District, the Continuing Disclosure Certificate complies with paragraph (b)(5) of Rule 15c2-12; and (C) Subject to the limitations expressed in the letter, as of the date of the Closing such firm had no reason to believe that the Preliminary Official Statement as of its date and as of date of the Purchase Contract, or the Official Statement as of its date and as of the Closing (except for: (a) with respect to the Preliminary Official Statement, any information marked as preliminary, subject to change, any permitted omissions allowed pursuant to Rule 15c2-12 of the Securities and Exchange Commission); and (b) with respect to both the Preliminary Official Statement and the Official Statement: (i) any CUSIP numbers or other identification numbers; (ii) any financial statements contained in the Preliminary Official Statement or the Official Statement (including the 12 4867-5839-3115v2/022925-0111 basic financial statements, the letter of transmittal, the management's discussion and analysis, the required supplementary information, the statistical section and any other any component of the audit report of the District); (iii) any financial, demographic, statistical or economic data, estimates, projections, numbers, assumptions, charts, graphs, tables, or expressions of opinion contained in the Preliminary Official Statement or the Official Statement; and (iv) information relating to the book - entry -only system and DTC, as to all of which such firm expresses no opinion) contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (viii) District Certificate. A certificate of the District, dated the date of the Closing, signed on behalf of the District by the General Manager or other duly authorized officer of the District to the effect that: (A) The representations, warranties and covenants of the District contained in the Purchase Contract are true and correct in all material respects on and as of the date of the Closing as if made on the date of the Closing, and the District has complied with all of the terms and conditions of the Purchase Contract required to be complied with by the District at or prior to the date of the closing; (B) No event affecting the District has occurred since the date of the Official Statement which has not been disclosed therein or in any supplement or amendment thereto which event should be disclosed in the Official Statement in order to make the statements in the Official Statement, in the light of the circumstances under which they were made, not misleading (except that no representation is made with respect to information relating to DTC or DTC's book -entry system); and (C) No event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute an event of default under the District Documents. (ix) Corporation Certificate. A certificate of the Corporation, dated the date of the Closing, signed on behalf of the Corporation by a duly authorized officer of the Corporation to the effect that: (A) The Corporation has complied with all of the terms and conditions of the Purchase Contract required to be complied with by the Corporation at or prior to the date of the Closing; (B) No event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute an event of default under the Corporation Documents; (C) The Corporation is a nonprofit public benefit corporation that is duly organized and existing in good standing under the Constitution and laws of the State, with full right, power and authority to execute, deliver and perform its obligations under this Purchase Contract and the Corporation Documents, to adopt the resolution dated [May 18], 2022 relating to the transactions contemplated by this Purchase Contract, and to carry out and consummate the transactions contemplated by the Corporation Documents, this Purchase Contract, and the Official Statement; 13 4867-5839-3115v2/022925-0111 (D) By all necessary official action of the Corporation, the Corporation has duly authorized and approved the execution and delivery of, and the performance by the Corporation of the obligations contained or described in the Preliminary Official Statement, the Official Statement and the Corporation Documents and, as of the date hereof, such authorizations and approvals are in full force and effect and have not been amended, modified or rescinded. When executed and delivered, each Corporation Document will constitute the legally valid and binding obligation of the Corporation enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws or equitable principles relating to or affecting creditors' rights generally or by the exercise of judicial discretion in appropriate cases or by limitations on legal remedies against public agencies in the State; (E) The Corporation is not and will not, in any manner which would materially adversely affect the transactions contemplated by the Corporation Documents, be in breach of or in default under any applicable constitutional provision, law or administrative rule or regulation of the State or the United States, or any applicable judgment or decree or any trust agreement, loan agreement, bond, note, resolution, ordinance, agreement or other instrument to which the Corporation is a party or is otherwise subject, and no event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute, in any manner which would materially adversely affect the transactions contemplated by the Corporation Documents, a default or event of default under any such instruments; and, as of such times, the authorization, execution and delivery of the Corporation Documents and compliance with the provisions of each of such agreements or instruments do not and will not, in any manner which would materially adversely affect the transactions contemplated by the Corporation Documents, conflict with or constitute a breach of or default under any applicable constitutional provision, law or administrative rule or regulation of the State or the United States, or any applicable judgment, decree, license, permit, trust agreement, loan agreement, bond, note, resolution, ordinance, agreement or other instrument to which the Corporation (or any of its officers in their respective capacities as such) is subject, or by which it or any of its properties is bound, nor will any such authorization, execution, delivery or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of its assets or properties or under the terms of any such law, regulation or instrument, except as may be provided by the Corporation Documents; (F) As of the time of acceptance hereof and as of the date of the Closing, no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government agency, public board or body, is pending or, to the best knowledge of the Corporation after due investigation, threatened: (i) in any way questioning the corporate existence of the Corporation or the titles of the officers of the Corporation to their respective offices; or (ii) affecting, contesting or seeking to prohibit, restrain or enjoin the execution or delivery of any of the Series 2022A Certificates, or in any way contesting or affecting the validity of the Series 2022A Certificates or the Corporation Documents or the consummation of the transactions contemplated thereby, or contesting the exclusion of the interest with respect to the Series 2022A Certificates from gross income for federal income tax purposes or contesting the powers of the Corporation to enter into the Corporation Documents; (G) The Corporation will furnish such information, execute such instruments and take such other action in cooperation with the Underwriter as the Underwriter may reasonably request in order: (i) to qualify the Series 2022A Certificates for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriter may designate; and (ii) to determine the eligibility of the Series 2022A Certificates for investment under the laws of such states and other jurisdictions, and will use its best 14 4867-5839-3115v2/022925-0111 efforts to continue such qualifications in effect so long as required for the distribution of the Series 2022A Certificates; provided, however, that the Corporation shall not be required to execute a general or special consent to service of process or qualify to do business in connection with any such qualification or determination in any jurisdiction; and (H) Any certificate signed by any official of the Corporation and delivered to the Underwriter shall be deemed to be a representation and warranty by the Corporation to the Underwriter as to the statements made therein. (x) Certificate of the Trustee. A certificate, dated the date of Closing, signed by a duly authorized official of the Trustee satisfactory in form and substance to the Underwriter, to the effect that: (A) the Trustee is a national banking association, duly organized and validly existing under the laws of the United States of America, and has full power and authority to accept and administer the trust created under the Trustee Documents and to enter into the Trustee Documents; (B) the Trustee has duly executed and delivered the Series 2022A Certificates in accordance with the Trust Agreement and the order of the District; (C) the Trustee has duly authorized, executed and delivered the Trustee Documents and the Trustee Documents constitute the legal, valid and binding obligations of the Trustee, enforceable against the Trustee in accordance with their respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting the rights of creditors generally; (D) except as may be required under any federal or state securities laws or regulations in connection with the initial purchase and distribution of the Series 2022A Certificates, and other than routine filings required to be made with governmental agencies in order to preserve the Trustee's authoritoperform a trust business, no consent, approval, authorization or other action by any governmental or regulatory authority having jurisdiction over the Trustee that has not been obtained is or will be required for the valid execution and delivery by the Trustee of the Trustee Documents; and (E) the Trustee's actions in executing and delivering the Trustee Documents are in full compliance with, and do not conflict with any applicable law or governmental regulation and, to the best of his or her knowledge, do not conflict with or violate any contract to which the Trustee is a party or any administrative or judicial decision by which the Trustee is bound. (xi) Transcripts. Two transcripts of all proceedings relating to the authorization, execution and delivery of the Series 2022A Certificates. (xii) Official Statement. The Official Statement and each supplement or amendment, if any, thereto, executed on behalf of the District by duly authorized officers thereof. (xiii) Documents. Documents and Corporation Documents. Original executed copies of each of the District 15 4867-5839-3115v2/022925-0111 (xiv) Resolutions. Copies of each of the Resolutions, in each case certified by the Secretary or Assistant Secretary of the District or Corporation, as applicable. (xv) Resolution of the Trustee. A certified copy of the extracts of by-laws and/or resolutions of the Trustee authorizing the execution and delivery of certain documents by certain officers and employees of the Trustee, which resolution authorizes the execution and delivery of the Trustee Documents by the Trustee. (xvi) 15c2-12 Certificate of the District. A Certificate of the District "deeming final" the Preliminary Official Statement for purposes of Rule 15c2-12. (xvii) CDIAC Statements. A copy of the Notice of Sale required to be delivered to the California Debt Investment Advisory Commission ("CDIAC") pursuant to Sections 8855(g) and 53583 of the California Government Code. (xviii) Form 8038-G. Evidence that the federal tax information form 8038-G has been prepared for filing. (xix) Tax Certificate. A tax certificate in form satisfactory to Special Counsel and the Underwriter. (xx) Rating. Evidence from S&P that the Series 2022A Certificates have been assigned the rating that is set forth in the Official Statement. (xxi) Parity Certificate. A certificate of the District, dated the date of the Closing, signed on behalf of the District by the General Manager, or other duly authorized officer of the District, together with any special report prepared by an Independent Certified Public Accountant or an Independent Municipal Advisor (as such terms are defined in the Installment Purchase Agreement), substantially in the forms attached as Exhibit F. (xxii) Section 8855 Compliance. Evidence that the District has a debt management policy which meets the requirements of California Government Code Section 8855. (xxiii) Specimen Certificates. Series 2022A Certificates executed by the Trustee. (xxiv) Additional Documents. Such additional certificates, instruments and other documents as the Underwriter may reasonably deem necessary. If the District shall be unable to satisfy the conditions contained in this Purchase Contract, or if the obligations of the Underwriter shall be terminated for any reason permitted by this Purchase Contract, this Purchase Contract shall terminate and neither the Underwriter nor the District shall be under further obligation hereunder except as further set forth in Section 9. 9. Expenses. (a) The Underwriter shall be under no obligation to pay, and the District shall pay, any expenses incident to the performance of the District's obligations hereunder, including but not limited to: (i) the cost of preparation, printing and distribution of the District Documents, the Preliminary Official Statement, the Official Statement and any supplements or amendments thereto; 16 4867-5839-3115v2/022925-0111 (ii) the cost of preparing and printing the Series 2022A Certificates; (iii) the fees and disbursements of Special Counsel (including the cost of preparation of this Purchase Contract), Disclosure Counsel and the fees and expenses of general counsel to the District; (iv) the fees and disbursements of any engineers, accountants and other experts, consultants or advisors retained by the District; (v) fees for municipal bond ratings; (vi) Trustee fees; (vii) CUSIP Service Bureau fees and charges; and (viii) expenses (included in the expense component of the underwriting spread) incurred on behalf of the District's employees which are incidental to implementing this Purchase Contract, including, but not limited to, meals, transportation, and lodging of those employees, if any. (b) The Underwriter is required to pay fees to CDIAC in connection with the offering of the Series 2022A Certificates. Notwithstanding that such fees are solely the legal obligation of the Underwriter, the District agrees to reimburse the Underwriter for such fees. (c) The Underwriter shall pay (from the expense component of the underwriting spread): (i) the cost of preparation and printing of this Purchase Contract and the Preliminary and Supplemental Blue Sky Memorandum; (ii) all advertising expenses and Blue Sky filing fees in connection with the public offering of the Series 2022A Certificates; (iii) fees incurred for a continuing disclosure undertaking compliance review, if any; and (iv) all other expenses incurred by the Underwriter in connection with the public offering of the Series 2022A Certificates, including the fees and disbursements of counsel to the Underwriter, if any. 10. Notice. Any notice or other communication to be given to the District under this Purchase Contract may be given by delivering the same in writing to: Truckee Donner Public Utility District 11570 Donner Pass Road Truckee, California 96161 Attention: General Manager Any notice or other communication to be given to the Underwriter under this Purchase Contract may be given by delivering the same in writing to: Oppenheimer & Co. Inc. 580 California Street, Suite 2300 San Francisco, California 94104 Attention: Rick Brandis, Managing Director 11. Entire Agreement. This Purchase Contract, when accepted by the District, shall constitute the entire agreement between the District and the Underwriter with respect to the subject matter hereof and is made solely for the benefit of the District and the Underwriter (including the successors of the Underwriter). No other person shall acquire or have any right hereunder by virtue hereof, except as provided herein. All of the representations, warranties and agreements of the District in this Purchase Contract shall remain operative and in full force and effect except as otherwise provided herein, regardless of any investigations made by or on behalf of the Underwriter and shall survive the delivery of and payment for the Series 2022A Certificates. 12. No Advisory or Fiduciary Role. The District acknowledges and agrees that: (i) the purchase and sale of the Series 2022A Certificates pursuant to this Purchase Contract is an arm's- length commercial transaction between the District and the Underwriter; (ii) in connection therewith 17 4867-5839-3115v2/022925-0111 and with the discussions, undertakings and procedures leading up to the consummation of such transaction, the Underwriter is and has been acting solely as a principal and is not acting as the agent, advisor or fiduciary of the District; (iii) the Underwriter has not assumed an advisory, fiduciary or municipal advisory responsibility in favor of the District with respect to the offering contemplated hereby or the discussions, undertakings and procedures leading thereto (irrespective of whether the Underwriter has provided other services or is currently providing other services to the District on other matters) and the Underwriter has no obligation to the District with respect to the offering contemplated hereby except the obligations expressly set forth in this Purchase Contract; and (iv) the District has consulted its own legal, financial, municipal and other advisors to the extent deemed appropriate. 13. Counterparts. This Purchase Contract may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. 14. Severability. In case any one or more of the provisions contained herein shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof. 15. STATE LAW GOVERNS. THIS PURCHASE CONTRACT SHALL BE GOVERNED AND INTERPRETED BY THE LAWS OF THE STATE OF CALIFORNIA. 16. No Assi ng ment. The rights and obligations created by this Purchase Contract shall not be subject to assignment by the Underwriter or the District without the prior written consent of the other party hereto. 18 4867-5839-3115v2/022925-0111 OPPENHEIMER & CO. INC., as Underwriter 1.2 Managing Director Accepted as of the date first stated above: TRUCKEE DONNER PUBLIC UTILITY DISTRICT By: General Manager Acknowledged: TRUCKEE DONNER PUBLIC UTILITY DISTRICT FINANCING CORPORATION By: Treasurer S-1 4867-5839-3115v2/022925-0111 APPENDIX A TRUCKEE DONNER PUBLIC UTILITY DISTRICT ELECTRIC SYSTEM REVENUE CERTIFICATES OF PARTICIPATION, SERIES 2022A Maturity Date Principal 10% Test (November 15) Amount Interest Rate Yield Price Satisfied 20 $ % % A-1 4867-5839-3115v2/022925-0111 EXHIBIT A-1 FORM OF CERTIFICATE OF UNDERWRITER (10% Rule Only) ISSUE PRICE CERTIFICATE OF THE UNDERWRITER TRUCKEE DONNER PUBLIC UTILITY DISTRICT ELECTRIC SYSTEM REVENUE CERTIFICATES OF PARTICIPATION, SERIES 2022A The undersigned, on behalf of Oppenheimer & Co. Inc. (the "Underwriter"), hereby certifies as set forth below with respect to the sale and execution and delivery of the above -captioned obligations (the "Certificates"). THE UNDERSIGNED HEREBY CERTIFIES AS FOLLOWS: 1. Authorization. The undersigned is authorized to execute this certificate on behalf of the Underwriter. 2. Sale of the Certificates. As of the date of this certificate, for each Maturity of Certificates, the first price at which at least 10% of such Maturity of such Certificates was sold to the Public is the respective price listed in Schedule A. 3. Defined Terms. (a) Issuer means the Truckee Donner Public Utility District. (b) Maturity means Certificates with the same credit and prepayment terms. Certificates with different maturity dates, or Certificates with the same maturity date but different stated interest rates, are treated as separate Maturities. (c) Public means any person (including an individual, trust, estate, partnership, association, company or corporation) other than an Underwriter or a Related Party to an Underwriter. (d) Related Party means if an Underwriter and such entity are subject, directly or indirectly, to: (i) more than 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another); (ii) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another); or (iii) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profits interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other). (e) Underwriter means: (i) any person that agrees pursuant to a written contract with the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Certificates to the Public; and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of A-1-1 4867-5839-3115v2/022925-0111 the Certificates to the Public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Certificates to the Public). The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate represents the Underwriter's interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The undersigned understands that the foregoing information will be relied upon by the Issuer with respect to certain of the representations set forth in the Tax Certificate relating to the Certificates, [to which this certificate is attached as an exhibit,] and with respect to compliance with the federal income tax rules affecting the Certificates, and by Stradling, Yocca Carlson & Rauth, a Professional Corporation, as special counsel, in connection with rendering its opinion that the interest with respect to the Certificates is excluded from gross income for federal income tax purposes, the preparation of the Internal Revenue Service Forms 8038 and 8038-G, and other federal income tax advice that it may give to the Issuer from time to time relating to the Certificates. The certifications contained herein are not necessarily based on personal knowledge, but may instead be based on either inquiry deemed adequate by the undersigned or institutional knowledge (or both) regarding the matters set forth herein. Dated: July , 2022. OPPENHEIMER & CO. INC., as Underwriter Authorized Signatory A-1-2 4867-5839-3115v2/022925-0111 SCHEDULE A SALE PRICES (Attached) A-1-3 4867-5839-3115v2/022925-0111 EXHIBIT A-2 FORM OF CERTIFICATE OF THE UNDERWRITER (10% Rule and Hold -the -Offering -Price Rule to Apply) ISSUE PRICE CERTIFICATE OF THE UNDERWRITER TRUCKEE DONNER PUBLIC UTILITY DISTRICT ELECTRIC SYSTEM REVENUE CERTIFICATES OF PARTICIPATION, SERIES 2022A The undersigned, on behalf of Oppenheimer & Co. Inc. (the "Underwriter"), hereby certifies as set forth below with respect to the sale and execution and delivery of the above -captioned obligations (the "Certificates"). THE UNDERSIGNED HEREBY CERTIFIES AS FOLLOWS: 1. The undersigned is authorized to execute this certificate on behalf of the Underwriter. 2. Sale of the General Rule Maturities. As of the date of this certificate, for each Maturity of the General Rule Maturities, the first price at which at least 10% of such Maturity of Certificates was sold to the Public is the respective price listed in Schedule A. Initial Offering Price of the Hold -the Offering -Price Maturities. (a) The Underwriter offered the Hold -the -Offering -Price Maturities to the Public for purchase at the respective initial offering prices listed in Schedule A (the "Initial Offering Prices") on or before the Sale Date. A copy of the pricing wire or equivalent communication for the Certificates is attached to this certificate as Schedule B. (b) As set forth in the Purchase Contract, dated June _, 2022, between the Underwriter and the Issuer (herein defined), the Underwriter has agreed in writing that: (i) for each Maturity of the Hold -the -Offering -Price Maturities, it would neither offer nor sell any of the Certificates of such Maturity to any person at a price that is higher than the Initial Offering Price for such Maturity during the Holding Period for such Maturity (the "hold -the -offering -price rule"); and (ii) any selling group agreement shall contain the agreement of each dealer who is a member of the selling group, and any retail distribution agreement shall contain the agreement of each broker -dealer who is a party to the retail distribution agreement, to comply with the hold -the -offering -price rule. Neither the Underwriter [nor its Retail Distribution Partners] has [have] offered or sold any Hold -the -Offering- Price Maturity of the Certificates at a price that is higher than the respective Initial Offering Price for that Hold -the - Offering -Price Maturity of the Certificates during the Holding Period. The Underwriter has represented, in Schedule C to this certificate, that it has complied with such covenant. A-2-1 4867-5839-3115v2/022925-0111 4. Defined Terms. (a) General Rule Maturities means those Maturities of the Certificates listed in Schedule A hereto as the "General Rule Maturities." (b) Hold -the -Offering -Price Maturities means those Maturities of the Certificates listed in Schedule A hereto as the "Hold -the -Offering -Price Maturities." (c) Holding Period means, with respect to a Hold -the -Offering Price Maturity, the period starting on the Sale Date and ending on the earlier of (i) the close of the fifth business day after the Sale Date (June , 2022), or (ii) the date on which the Underwriter has sold at least 10% of such Hold -the- Offering -Price Maturity to the Public at prices that are no higher than the Initial Offering Price for such Hold -the -Offering -Price Maturity. (d) Issuer means Truckee Donner Public Utility District. (e) Maturity means Certificates with the same credit and prepayment terms. Certificates with different maturity dates, or Certificates with the same maturity date but different stated interest rates, are treated as separate Maturities. (f) Public means any person (including an individual, trust, estate, partnership, association, company or corporation) other than the Underwriter or a Related Party to the Underwriter. (g) Related Party means if the Underwriter and such entity are subject, directly or indirectly, to: (i) more than 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another); (ii) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another); or (iii) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other). (h) Retail Distribution Partners means [Underwriter to fill in legal names of each party to a retail distribution agreement with the Underwriter]. (i) Sale Date means the first day on which there is a binding contract in writing for the sale of a Maturity of the Certificates. The Sale Date of the Certificates is June , 2022. 0) Underwriter means: (i) any person that agrees pursuant to a written contract with the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Certificates to the Public; and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Certificates to the Public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Certificates to the Public). The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate represents the Underwriter's interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The undersigned understands that the foregoing information will be relied upon by the Issuer with respect to certain of the representations set forth in the Tax Certificate relating to the A-2-2 4867-5839-3115v2/022925-0111 Certificates, [to which this certificate is attached as an exhibit,] and with respect to compliance with the federal income tax rules affecting the Certificates, and by Stradling, Yocca Carlson & Rauth, a Professional Corporation, as special counsel, in connection with rendering its opinion that the interest with respect to the Certificates is excluded from gross income for federal income tax purposes, the preparation of the Internal Revenue Service Forms 8038 and 8038-G, and other federal income tax advice that it may give to the Issuer from time to time relating to the Certificates. Dated: July , 2022. OPPENHEIMER & CO. INC., as Underwriter Authorized Signatory A-2-3 4867-5839-3115v2/022925-0111 SCHEDULE A SALE PRICES OF THE GENERAL RULE MATURITIES AND INITIAL OFFERING PRICES OF THE HOLD -THE -OFFERING -PRICE MATURITIES (Attached) A-2-4 4867-5839-3115v2/022925-0111 SCHEDULE B PRICING WIRE OR EQUIVALENT COMMUNICATION (Attached) A-2-5 4867-5839-3115v2/022925-0111 SCHEDULE C CERTIFICATES OF UNDERWRITING GROUP MEMBERS ALLOCATED HOLD -THE -OFFERING -PRICE MATURITIES A-2-6 4867-5839-3115v2/022925-0111 EXHIBIT B FORM OF SUPPLEMENTAL OPINION Stradling Yocca Carlson & Rauth, a Professional Corporation, as Special Counsel to the District, proposes to deliver an opinion in substantially the following form upon the initial exeuction and delivery of the Series 2022A Certificates. July , 2022 Oppenheimer & Co. Inc., as underwriter 580 California Street, Suite 2300 San Francisco, CA 94104 Re: $ Truckee Donner Public Utility District Electric System Revenue Certificates of Participation, Series 2022A Ladies and Gentlemen: We have acted as special counsel to 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, in the aggregate principal amount of $ (the "Certificates"). All capitalized terms that are used herein and not otherwise defined have the respective meanings which are given to such terms in the 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 "Trustee"). The Certificates have been executed and delivered by the Trustee pursuant to the terms of the Trust Agreement. On the date hereof, we delivered to the District an opinion relating to, among other things, the validity of the Installment Purchase Agreement and the Trust Agreement (the "Approving Opinion"). You are authorized to rely upon the Approving Opinion as if addressed to you. Based upon the foregoing and our review of such other information, documents and matters of law as we considered necessary and in reliance on the foregoing, as appropriate, we are of the opinion that: (i) the Official Statement, dated June 2022 (the "Official Statement") relating to the Certificates and the Purchase Contract, dated June 2022 (the "Purchase Contract"), by and between Oppenheimer & Co. Inc., as underwriter (the "Underwriter"), and the District, have each been duly authorized, executed and delivered by the District and, assuming due authorization, execution and delivery of the Purchase Contract by the Underwriter and acknowledgement by the Corporation, the Purchase Contract is a valid and binding agreement of the District, enforceable in accordance with its terms; and (ii) [the statements contained in the Official Statement on the cover page and under the captions (or captions containing such information) "INTRODUCTION," "THE CERTIFICATES," "SECURITY FOR THE CERTIFICATES," "CONSTITUTIONAL LIMITATIONS ON APPROPRIATIONS AND CHARGES" and "TAX MATTERS" and in the appendices entitled (or B-1 4867-5839-3115v2/022925-0111 containing such information) "APPENDIX B — SUMMARY OF PRINCIPAL LEGAL DOCUMENTS" and "APPENDIX D — FORM OF LEGAL OPINION"] thereto, insofar as such statements purport to summarize certain provisions of the Certificates, Installment Purchase Agreement, Trust Agreement, State law and Special Counsel's opinions concerning certain federal tax matters relating to the Certificates, are accurate, as of the date of the Official Statement and as of the date hereof. The opinions that are expressed herein are based upon our analysis and interpretation of existing laws, regulations, rulings and judicial decisions and cover certain matters not directly addressed by such authorities. We call attention to the fact that the rights and obligations under the Purchase Contract, the Trust Agreement, the Installment Purchase Agreement, and the Continuing Disclosure Certificate (collectively, the "District Documents") and the Certificates are subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or transfer and other similar laws affecting creditors' rights, to the application of equitable principles if equitable remedies are sought, to the exercise of judicial discretion in appropriate cases and to limitations on legal remedies against public agencies in the State of California. By delivering this letter, we are not expressing any opinion with respect to any indemnification, contribution, liquidated damages, penalty (including any remedy deemed to constitute a penalty), right of set-off, arbitration, judicial reference, choice of law, choice of forum, choice of venue, non - exclusivity of remedies, waiver or severability provisions contained in the District Documents, the Certificates or any document referenced in the Official Statement, nor are we expressing any opinion with respect to the state or quality of title to or interest in any assets described in or as subject to the lien of the District Documents or the Certificates or the accuracy or sufficiency of the description contained therein of, or the remedies available to enforce liens on, any such assets under the District Documents or the Certificates. Our services as Special Counsel to the District did not involve the rendering of financial or other non -legal advice to you, the District or any other party to the transaction. This letter is limited to matters governed by the laws of the State of California and federal law, and we assume no responsibility with respect to the applicability or the effect of the laws of any other jurisdiction. Except as expressly set forth in the Approving Opinion, we express no opinion regarding any tax consequences with respect to the Certificates. We have not been engaged, nor have we undertaken, to advise any party or to opine as to any matters not specifically covered herein, including, but not limited to, matters relating to compliance with any securities laws. This opinion letter may be relied upon only by you and may not be circulated, quoted from or relied upon by any other party without our prior written consent. This letter is being furnished to you solely for your benefit in connection with your purchase of the Certificates and is not to be used, circulated, quoted or otherwise referred to for any other purpose without our prior written consent. No attorney -client relationship has existed or exists between our firm and you in connection with the execution and delivery of the Certificates or by virtue of this letter. [We note that you were represented by separate counsel retained by you in connection with the transaction that is described in the Official Statement.] Our engagement with respect to the Certificates terminates as of the date hereof, and we have not undertaken any duty, and expressly disclaim any responsibility, to advise you as to events occurring after the date hereof with respect to the Certificates or other matters discussed in the Official Statement. This letter is not intended to, and may not, be relied upon by owners of the Certificates or by any other party to whom it is not addressed other than you. B-2 4867-5839-3115v2/022925-0111 Respectfully submitted, 4867-5839-3115v2/022925-0111 EXHIBIT C FORM OF DISTRICT COUNSEL OPINION Porter Simon, as general counsel to the District, proposes to deliver an opinion in substantially the following form upon the initial execution and delivery of the Series 2022A Certificates. July , 2022 Oppenheimer & Co. Inc. 580 California Street, Suite 2300 San Francisco, California 94104 Truckee Donner Public Utility District 11570 Donner Pass Road Truckee, California 96161 Re: $ Truckee Donner Public Utility District Electric System Revenue Certificates of Participation, Series 2022A We have acted as counsel to the Truckee Donner Public Utility District (the "District") in connection with the execution and delivery by the District of that certain Trust Agreement, dated as of July 1, 2022, by and among The Bank of New York Mellon Trust Company, N.A., as trustee, the Truckee Donner Public Utility District Financing Corporation (the "Corporation") and the District (the "Trust Agreement"), in connection with proceedings relative to the execution and delivery of $ aggregate principal amount of Truckee Donner Public Utility District Electric System Revenue Certificates of Participation, Series 2022A (the "Certificates"). The Trust Agreement, the Installment Purchase Agreement, dated as of July 1, 2022 (the "Installment Purchase Agreement"), by and between the Corporation and the District, the Purchase Contract dated June , 2022 (the "Purchase Contract"), by and between the District and Oppenheimer & Co. Inc., the Certificates and the Continuing Disclosure Certificate of the District, are collectively referred to herein as the "District Documents." Capitalized terms that are used herein and not otherwise defined have the meanings which are given to such terms in the Trust Agreement. In rendering this opinion, we have examined originals or copies satisfactory to us of all public records, agreements, certificates and other documents that we have deemed relevant and necessary as a basis for the opinions hereinafter expressed. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity with the original documents of all documents submitted to us as copies. As to questions of fact material to our opinion, we have relied upon certifications of public officials furnished to us without undertaking to verify the same by independent investigations. We are admitted to the practice of law only in the State of California and do not express any opinion as to the laws of any other state or jurisdiction (including federal law and regulations). We have relied on the opinion of Stradling Yocca Carlson & Rauth, a Professional Corporation as special C-1 4867-5839-3115v2/022925-0111 and disclosure counsel for this financing, and express no opinion as to the tax status of interest payable with respect to the Certificates. Based on and subject to the foregoing, and in reliance thereon, as of the date hereof, it is our opinion that: (A) The District is a public utility district that is duly organized and validly existing under the Constitution and the laws of the State, including Division 7 of the Public Utility Code of the State of California, and has all the necessary power and authority to enter into and perform its duties under the District Documents. (B) The resolution of the District adopted on [May 18], 2022 approving the District Documents has been duly adopted a meeting of the governing body of the District, which was called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout, and such resolution is in full force and effect and has not been modified, amended or rescinded. (C) Each of the District Documents has been duly authorized, executed and delivered by the District and, assuming due authorization, execution and delivery by the respective other parties thereto, as applicable, each constitutes a legal, valid, binding and enforceable obligation of the District, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or transfer and other similar laws affecting creditors' rights, to the application of equitable principles if equitable remedies are sought, to the exercise of judicial discretion in appropriate cases and to limitations on legal remedies against public agencies in the State of California. (D) The execution and delivery of the District Documents by the District and compliance by the District with the provisions thereof will not conflict with or constitute a breach of or default under any existing law or administrative rule or regulation, or, to the best knowledge of such counsel, any court order or decree, or any agreement, contract or other instrument to which the District is a party or is otherwise subject or bound. (E) Because the primary purpose of our professional engagement was not to establish factual matters and because of the wholly or partially non -legal character of many determinations involved in the preparation of the Preliminary Official Statement and the Official Statement, such counsel is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of any of the statements contained in the Preliminary Official Statement and the Official Statement and makes no representation that it has independently verified the accuracy, completeness or fairness of any such statements. However, in our capacity as general counsel to the District, we advise you that no information has come to our attention to lead us to believe that, as of its date the Preliminary Official Statement, and as of the date hereof and as of the date of the Closing, the Official Statement (excluding therefrom all reports, financial and statistical data and forecasts therein, and the appendices thereto, and the information contained under the caption "UNDERWRITING," and "CONTINUING DISCLOSURE UNDERTAKING" (as to which such counsel expresses no opinion)) contained or contains any untrue statement of a material fact or omitted or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (F) Except as otherwise disclosed in the Official Statement, there is no litigation, proceeding, action, suit, or investigation (or any basis therefor) at law or in equity before or by any C-2 4867-5839-3115v2/022925-0111 court, governmental agency or body, pending or, to such counsel's best knowledge, threatened, against the District challenging the creation, organization or existence of the District, or the validity of the District Documents or seeking to restrain or enjoin the payment of the Certificates or in any way contesting or affecting the validity of the District Documents or any of the transactions referred to therein or contemplated thereby or contesting in any way the completeness or accuracy of the Preliminary Official Statement or the Official Statement, or any amendment or supplement thereto, or contesting the authority of the District to enter into or perform its obligations under any of the District Documents, or under which a determination adverse to the District would have a material adverse effect upon the financial condition or the revenues of the District, or which, in any manner, questions or affects the right or ability of the District to enter into the District Documents or affects in any manner the right or ability of the District to pay debt service with respect to the Certificates. By delivering this letter, we are not expressing any opinion with respect to any indemnification, contribution, liquidated damages, penalty (including any remedy deemed to constitute a penalty), right of set-off, arbitration, judicial reference, choice of law, choice of forum, choice of venue, non - exclusivity of remedies, waiver or severability provisions contained in the District Documents, the Certificates or any document referenced in the Official Statement, nor are we expressing any opinion with respect to the state or quality of title to or interest in any assets described in or as subject to the lien of the District Documents or the Certificates or the accuracy or sufficiency of the description contained therein of, or the remedies available to enforce liens on, any such assets under the District Documents or the Certificates. Our services as general counsel to the District did not involve the rendering of financial or other non -legal advice to the addressees hereof or any other parry to the transaction. We are furnishing this opinion to you at your request and solely for your benefit, and we are not assuming any professional responsibility to any other person whomsoever. This opinion is not to be relied on, used, circulated, quoted or otherwise referred to for any other purpose by any other entity or person without our prior written consent. The information in this letter is effective as of the date set forth above and is based on the law and our actual knowledge of the facts at that time. We disclaim any duty to advise you of legal or factual changes which thereafter may be brought to our attention. Respectfully submitted, C-3 4867-5839-3115v2/022925-0111 EXHIBIT D FORM OF CORPORATION COUNSEL OPINION Porter Simon, as general counsel to the Corporation, proposes to deliver an opinion in substantially the following form upon the initial execution and delivery of the Series 2022A Certificates. July , 2022 Oppenheimer & Co. Inc. 580 California Street, Suite 2300 San Francisco, California 94104 Truckee Donner Public Utility District 11570 Donner Pass Road Truckee, California 96161 Re: $ Truckee Donner Public Utility District Electric System Revenue Certificates of Participation, Series 2022A Ladies and Gentlemen: We have acted as counsel to the Truckee Donner Public Utility District Financing Corporation (the "Corporation") in connection with the execution and delivery of that certain Trust Agreement, dated as of July 1, 2022, by and among The Bank of New York Mellon Trust Company, N.A., as Trustee (the "Trustee"), the Truckee Donner Public Utility District (the "District") and the Corporation (the "Trust Agreement"), in connection with proceedings relative to the execution and delivery of $ aggregate principal amount of Truckee Donner Public Utility District Electric System Revenue Certificates of Participation, Series 2022A (the "Certificates"). The Trust Agreement, the Installment Purchase Agreement, dated as of July 1, 2022 (the "Installment Purchase Agreement"), by and between the Corporation and the District and the Assignment Agreement, dated as of July 1, 2022 (the "Assignment Agreement"), by and between the Corporation and the Trustee, are collectively referred to herein as the "Corporation Documents." Capitalized terms that are used herein and not otherwise defined have the meanings which are given to such terms in the Trust Agreement. In rendering this opinion, we have examined originals or copies satisfactory to us of all public records, agreements, certificates and other documents that we have deemed relevant and necessary as a basis for the opinions hereinafter expressed. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity with the original documents of all documents submitted to us as copies. As to questions of fact material to our opinion, we have relied upon certifications of public officials furnished to us without undertaking to verify the same by independent investigations. We are admitted to the practice of law only in the State of California and do not express any opinion as to the laws of any other state or jurisdiction (including federal law and regulations). We D-1 4867-5839-3115v2/022925-0111 have relied on the opinion of Stradling Yocca Carlson & Rauth, a Professional Corporation, as special counsel to the District, and express no opinion as to the tax status of interest payable on the Certificates. Based on and subject to the foregoing, and in reliance thereon, as of the date hereof, it is our opinion that: (A) The Corporation is a nonprofit public benefit corporation that is duly created and lawfully existing in good standing under the laws and Constitution of the State of California. (B) The Corporation Documents have been authorized or acknowledged, as the case may be, by all necessary corporate action on the part of the Corporation, have been duly executed and delivered by the Corporation and, assuming due authorization, execution and delivery by the other parties thereto, each of the Corporation Documents has been duly authorized, executed and delivered by the Corporation and, assuming due authorization, execution and delivery by the respective other parties thereto, as applicable, each constitutes a legal, valid, binding and enforceable obligation of the Corporation, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or transfer and other similar laws affecting creditors' rights, to the application of equitable principles if equitable remedies are sought, to the exercise of judicial discretion in appropriate cases and to limitations on legal remedies against public agencies in the State of California. (C) To the best of our knowledge after due inquiry, execution and delivery or acknowledgment of the Corporation Documents and compliance with the provisions thereof, under the circumstances contemplated thereby, do not and will not conflict with any existing law, regulation, court order or consent decree to which the Corporation is subject or constitute on the part of the Corporation a breach of or default under any agreement or other instrument to which the Corporation is a parry or by which it is bound. (D) The resolution of the Corporation adopted on [May 18], 2022 approving the Corporation Documents has been duly adopted at a meeting of the governing body of the Corporation, which was called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout and the resolution is in full force and effect and has not been modified, amended or rescinded. (E) Except as otherwise disclosed in the Official Statement dated June _, 2022 (the "Official Statement") relating to the Certificates, there is no litigation, proceeding, action, suit, or investigation (or any basis therefor) at law or in equity before or by any court, governmental agency or body, pending or, to such counsel's best knowledge, threatened, against the Corporation challenging the creation, organization or existence of the Corporation, or the validity of the Corporation Documents or seeking to restrain or enjoin the payment of the Certificates or in any way contesting or affecting the validity of the Corporation Documents or any of the transactions referred to therein or contemplated thereby or contesting in any way the completeness or accuracy of the Preliminary Official Statement or the Official Statement, or any amendment or supplement thereto, or contesting the authority of the Corporation to enter into or perform its obligations under any of the Corporation Documents, or under which a determination adverse to the Corporation would have a material adverse effect upon the financial condition or the revenues of the Corporation, or which, in any manner, questions or affects the right or ability of the Corporation to enter into the Corporation Documents or affects in any manner the payment of debt service with respect to the Certificates. D-2 4867-5839-3115v2/022925-0111 By delivering this letter, we are not expressing any opinion with respect to any indemnification, contribution, liquidated damages, penalty (including any remedy deemed to constitute a penalty), right of set-off, arbitration, judicial reference, choice of law, choice of forum, choice of venue, non - exclusivity of remedies, waiver or severability provisions contained in the Corporation Documents, the Certificates or any document referenced in the Official Statement, nor are we expressing any opinion with respect to the state or quality of title to or interest in any assets described in or as subject to the lien of the Corporation Documents or the Certificates or the accuracy or sufficiency of the description contained therein of, or the remedies available to enforce liens on, any such assets under the Corporation Documents or the Corporation. Our services as general counsel to the Corporation did not involve the rendering of financial or other non -legal advice to the addressees hereof or any other party to the transaction. We are furnishing this opinion to you at your request and solely for your benefit, and we are not assuming any professional responsibility to any other person whomsoever. This opinion is not to be relied on, used, circulated, quoted or otherwise referred to for any other purpose by any other entity or person without our prior written consent. The information in this letter is effective as of the date set forth above and is based on the law and our actual knowledge of the facts at that time. We disclaim any duty to advise you of legal or factual changes which thereafter may be brought to our attention. Respectfully submitted, D-3 4867-5839-3115v2/022925-0111 EXHIBIT E FORM OF DISCLOSURE COUNSEL NEGATIVE ASSURANCE LETTER Stradling Yocca Carlson & Rauth, a Professional Corporation, acting as Disclosure Counsel, proposes to deliver a negative assurance letter to the District in substantially the following form upon the initial execution and delivery of the Series 2022A Certificates. July , 2022 Re: $ Truckee Donner Public Utility District Electric System Revenue Certificates of Participation, Series 2022A Ladies and Gentlemen: We have acted as disclosure counsel to the Truckee Donner Public Utility District (the "District") in connection with the execution and delivery of the above -referenced obligations (the "Certificates"). The Certificates are being purchased by Oppenheimer & Co. pursuant to a Purchase Contract, dated June , 2022 (the "Purchase Contract"), by and between the District and you, as underwriter of the Certificates, and acknowledged by the Truckee Donner Public Utility District Financing Corporation (the "Corporation"). Capitalized terms that are used herein and not otherwise defined have the meanings which are given to such terms in the Purchase Contract. In rendering the advice contained herein, we have examined originals or copies certified or otherwise identified to our satisfaction of. (i) the Official Statement dated June _, 2022 (the "Official Statement") relating to the Certificates; (ii) the Trust Agreement, dated as of July 1, 2022, by and among the District, the Corporation and The Bank of New York Mellon Trust Company, N.A., as Trustee; (iii) the Continuing Disclosure Certificate of the District, dated the date hereof, relating to the Certificates; (iv) the Installment Purchase Agreement, dated as of July 1, 2022, by and between the Corporation and the District; (v) the letters, certificates, and opinions that were delivered to you pursuant to the provisions of the Purchase Contract, including, but not limited to, Section 8(e) thereof, and (vi) such other documents, certificates, instructions and records as we have considered necessary or appropriate as a basis for such advice. We have not reviewed and we do not assume any responsibility for any electronic version of the Official Statement, and for all purposes of this letter, we have assumed that any electronic version of the Official Statement conforms in all respects to the printed version of the Official Statement. The conclusions that are expressed herein are based on an analysis of existing laws, regulations, rulings and court decisions and cover certain matters that are not directly addressed by such authorities. Such conclusions may be affected by actions that are taken or omitted or events that occur after the date hereof. We have not undertaken to determine, or to inform you or any other person, whether any such actions are taken or omitted or whether such events do occur or any other matters come to our attention after the date hereof. We have assumed, but not independently verified, that the signatures on all documents, letters, opinions and certificates that we have examined are genuine, that all documents which are submitted to us are authentic and were duly and properly executed by the parties thereto and that all representations in the documents that we have reviewed are true and E-1 4867-5839-3115v2/022925-0111 accurate. We have assumed, without independent verification, the accuracy of the factual matters that are represented, warranted or certified in the documents, and of the legal conclusions that are contained in any opinions referenced in the Official Statement. By delivering this letter, we are not expressing any opinion with respect to any indemnification, contribution, liquidated damages, penalty (including any remedy deemed to constitute a penalty), right of set-off, arbitration, judicial reference, choice of law, choice of forum, choice of venue, non -exclusivity of remedies, waiver or severability provisions that are contained in any document that is referenced in the Official Statement, nor are we expressing any opinion with respect to the state or quality of title to or interest in any assets that are described in or as subject to the lien of the Trust Agreement or the Installment Purchase Agreement or the accuracy or sufficiency of the description that is contained therein of, or the remedies that are available to enforce liens on, any such assets. Our services as disclosure counsel to the District did not involve the rendering of financial or other non -legal advice to you or any other party to the transaction. Although we have not undertaken to determine independently or verify and are not passing upon and do not assume responsibility for, the accuracy, completeness or fairness of the statements that are contained in the Official Statement, and are therefore unable to make any representation to you in that regard, we have participated in conferences or corresponded prior to the date of the Official Statement with representatives of the Corporation and the District, including the Corporation's General Counsel and the District's General Counsel, Oppenheimer and its counsel, Fieldman, Rolapp & Associates, Inc. (the District's Municipal Advisor), and others, during which conferences the contents of the Official Statement and related matters were discussed. Based upon the information that was made available to us in the course of our participation in such conferences as disclosure counsel to the District, our review of the documents that are referred to above, our reliance on the oral and written statements of the Corporation, the District and others, the documents, certificates, instructions and records and the opinions of counsel that are described above and our understanding of applicable law, and subject to the limitations on our role as disclosure counsel, we advise you as a matter of fact but not opinion that no information has come to the attention of the attorneys in the firm representing the District on this matter which caused us to believe that the Official Statement (as of its date) contained or (as of the date hereof) contains, any untrue statement of a material fact, or that the Official Statement (as of its date) omitted or (as of the date hereof) omits, to state a material fact that is required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (except that we express no view with respect to: (i) the expressions of opinion, the assumptions, the projections, estimates and forecasts, the charts, the financial statements or other financial, numerical, economic, demographic or statistical data or graphics or videos that are contained in or accessible via hyperlink from the Official Statement, or assessed valuations contained in the Official Statement; (ii) any CUSIP numbers or information relating thereto; (iii) information with respect to The Depository Trust Company and its book -entry system; (iv) information contained in the Appendices to the Official Statement; (v) any information incorporated by reference into the Official Statement; (vi) information with respect to the underwriter or underwriting matters with respect to the Certificates, including but not limited to information under the caption "UNDERWRITING;" (vii) the District's compliance with its obligations to provide notice of the events described in part (b)(5)(i)(C) of Rule 15c2-12 promulgated under the Securities Act of 1934 ("Rule 15c2-12") or to file annual reports described in part (b)(5)(i)(A) of Rule 15c2-12, review of which matters we understand has been undertaken by [ 1; and (viii) information with respect to the rating on the Certificates and the rating agency referenced therein, including but not limited to information under the caption "RATING"). Finally, we advise you that, other than reviewing the various certificates and opinions dated the date hereof executed in connection with the execution and E-2 4867-5839-3115v2/022925-0111 delivery of the Certificates, we have not taken any steps since the date of the Official Statement to verify the accuracy of the statements which are contained in the Official Statement as of the date hereof. No responsibility is undertaken or opinion rendered with respect to any other disclosure document, materials or activity, or as to any information from another document or source referred to by, or incorporated by reference in, the Official Statement. By acceptance of this letter you recognize and acknowledge that: (1) the negative assurance above is not an opinion and is based on certain limited activities that were performed by specific attorneys in our firm in our role as disclosure counsel to the District; (2) the scope of the activities that were performed by such attorneys in our role as disclosure counsel to the District and for purposes of delivering such negative assurances were inherently limited and do not purport to encompass all activities that are necessary for compliance by you or others in accordance with applicable state and federal securities laws; and (3) the activities that were performed by such attorneys in our role as disclosure counsel to the District rely in part by representations, warranties, certifications and opinions of other parties to the transaction, including representations, warranties and certifications made by the District. This letter is being furnished to you solely for your benefit in connection with your purchase of the Certificates in accordance with the Purchase Contract and is not to be used, circulated, quoted or otherwise referred to for any other purpose without our prior written consent. No attorney -client relationship has existed or exists between our firm and you in connection with the issuance of the Certificates or by virtue of this letter. This letter is limited to matters governed by the laws of the State of California and federal securities laws, and we assume no responsibility with respect to the applicability or the effect of the laws of any other jurisdiction. Our engagement as disclosure counsel to the District terminates as of the date hereof, and we have not undertaken any duty, and expressly disclaim any responsibility, to advise you as to events occurring after the date hereof with respect to the Certificates or other matters discussed in the Official Statement. This letter is not intended to, and may not, be relied upon by owners of the Certificates, the owners of any beneficial ownership interest in the Certificates or by any other party to whom it is not addressed. E-3 4867-5839-3115v2/022925-0111 4867-5839-3115v2/022925-0111 4867-5839-3115v2/022925-0111