HomeMy WebLinkAbout8 Capital Construction Projects Agenda Item #
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_ Ut�l�?ElicUtility District
Memorandum
To: Board of Directors
From: Mary Chapman, Administrative Services Manager
Date: April 15, 2002
Subject: Consideration of approving loan documents related to funding of the
various water system capital construction projects and equipment
In March, we discussed the financial status of the District. At that time, we also discussed the
upcoming need for financing for various construction projects and equipment. I contacted both US
Bank and Municipal Service Group to find out their interest in doing the financing. Municipal
Services Group made proposals for the following four loans. US Bank was only interested in the
additional bridge loan relating to the Donner Lake water system improvements backed by the
assessment district revenues. I will be bringing you something on this loan at the next meeting.
Enclosed are the Municipal Services Group financing documents for the following loans:
1) Purchase of 3 service utility trucks and 2 sport utility vehicles.
The loan is for $144,579.51 for 5 years @ 5.42%. There is $176,000 in the 2002
budget. Loan payments will be made from electric and water operations.
2) Construction of a new water supply in the north east portion of the District.
The loan is for$1,500,000 for 15 years @ 5.98%. There is $1,500,000 in the 2002
budget. Loan payments will be made from facilities fees.
3) Construction of a new water storage tank.
The loan request is for $1,000,000 for 15 years @ 5.98%. There is $1,000,000
included in the 2002 budget. We are expecting to repay this loan from facilities fees.
4) Construction of a new water transmission main, two pump stations and the upgrading
of the Glenshire Drive well.
The loan request is for$1,740,000 for 15 years @ 5.98%. There is only $1,650,000
included in the 2002 budget. Ed's project estimates have increased over his original
estimates. We are expecting to repay this loan from theGlenshire sinking fund and
the monthly surcharge on the Glenshire customer bills. The customer surcharge will
be adjusted once all project costs are known.
There is a separate resolution that needs to be passed for each loan. I have listed them separately
in the recommendation section below.
RECOMMENDATION:
1. To approve the attached resolutions entitled:
A) Approving agreement to acquire equipment for the acquisition and
financing of 5 vehicles.
B) Approving agreement to finance the construction of a new water supply in
the north east portion of the District.
C) Approving agreement to finance the construction of a new water storage
tank.
D) Approving agreement to finance the construction of a new water
transmission main, two pump stations and the upgrading of theGlenshire
Dive well.
2. To authorize the Board President and the District Clerk to execute the following
lease documents after approval of the documents by legal counsel and to authorize
the General Manager to sign draw requests and acceptance certificates.
A) Individual Payment Schedule#8 to the Master Municipal Lease and Option
Agreement number 909 for the purchase of five vehicles.
B) Municipal Project Lease and Option Agreement#1550 for the construction
of a new water supply in the north east portion of the District.
C) Municipal Project Lease and Option Agreement#1551 for the construction
of a new water storage tank.
D) Municipal Project Lease and Option Agreement#1552 for the construction
of a new water transmission main, two pump stations and the upgrading
of the Glenshire Drive well.
t,
III. UCKEE� D OIIIIlII IIIIIIII .
Public •
Resolution No. 2002-
APPROVING AGREEMENT TO ACQUIRE EQUIPMENT
WHEREAS, the Board of Directors of the Truckee Donner Public Utility District
has determined that a true and very real need exists for the acquisition of the
equipment described in the individual Payment Schedule No. 8 and the Master
Municipal Lease and Option Agreement No. 909 presented at this meeting; and
WHEREAS, the Board of Directors has taken the necessary steps under
applicable law, including any legal bidding requirements, to arrange for the
acquisition of such equipment; and
WHEREAS, the Board hereby directs its legal counsel to review the agreement
and negotiate appropriate modifications to said agreement so as to assure
compliance with state law and local statutory law, prior to execution of the
agreement by those persons so authorized by the District for such purposes;
NOW, THEREFORE, BE IT RESOLVED by the Board of Directors as follows:
1. The Board finds that the terms of said agreement are in the best interests
of the District for the acquisition of such equipment and the Board
designates and confirms the Board President and the District Clerk to
execute and deliver, and to witness (or attest) respectively, the agreement
and any related documents necessary for the consummation of the
transactions contemplated by the agreement.
2. That the acquisition of the equipment, under the terms and conditions
provided for in the agreement is necessary, convenient, in the furtherance
of and will at all times be used in connection with the District's
governmental and proprietary purposes and functions (except to the
extent that subleasing of the equipment is permitted under the terms of the
agreement) and are in the best interests of the District and no portion of
the equipment will be used directly or indirectly in any trade or business
carried on by any person other than a governmental unit of the state on a
basis different from the general public.
3. The Lessee covenants that it will perform all acts within its power which
are or may be necessary to insure the maintenance of its legal status as
being a duly organized and existing entity under the laws of the state,
which status is the basis for the interest portion of the rental payments
coming due under the agreement to at all times remain exempt from
federal income taxation under the laws and regulations of the United
States of America as presently enacted and construed or as hereafter
amended.
4. It is the intent of the District to be reimbursed from the proceeds of the
Agreement approved herein for prior expenditures in the event that the
District elects to disburse moneys from its own reserves for acquiring the
equipment. Such declaration of official intent to be reimbursed is issued
pursuant to Section 1.103-18 of the Federal Income Tax Regulations.
PASSED AND ADOPTED by the Board of Directors at a meeting duly called and
held within the District on the seventeenth day of April, 2002 by the following roll
call vote:
AYES:
NOES:
ABSENT:
TRUCKEE DONNER PUBLIC UTILITY DISTRICT
Nelson Van Gundy, President
ATTEST:
Peter L. Holzmeister, District Clerk
INDIVIDUAL PAYMENT SCHEDULE#8
TO
MASTER MUNICIPAL LEASE AND OPTION AGREEMENT NUMBER 909
Entered into April I,2001 (the "Dated Date") by and between the Lessor and the Lessee, this Individual Payment Schedule#8 is made a part of
Master Municipal Lease and Option Agreement Number 909 and hereby incorporates all terms and conditions of said Agreement with respect to
Lessees and Lessor's rights in the personal property described in this Schedule.
This Individual Pavment Schedule consists of:
Exhibit A Resolution of Governing Body
Exhibit B Opinion of Lessee's Counsel
Exhibit C Certificate as to Arbitrage
Exhibit D Description of Equipment
Exhibit E Schedule of Payments
Exhibit F Acceptance Certificate
Exhibit G Insurance Coverage Requirements
Supplements: 8038-G IRS Filing
Bank Eligibility Certificate
Small Issuer Exemption Certificate
LESSOR: Municipal Services Group,Inc. LESSEE: Truckee Donner Public Utility District
By: By:
Title: Title:
Date: Date:
EXHIBIT A
RESOLUTION OF GOVERNING BODY
EXTRACT OF MINUTES
LESSEE: Truckee Donner Public Utility District
At a duly called meeting of the governing body of Lessee held on the day of ,the following
Resolution was introduced and adopted.
RESOLVED, whereas the goveming body of Lessee has determined that a true and very real need exists for the acquisition of the Equipment
described in the Individual Payment Schedule No.8 and/or the Master Municipal Lease and Option Agreement No. 909(the"Agreement")presented
to this meeting:and
WHEREAS,the governing body of Lessee has taken the necessary steps, including any legal bidding requirements, under applicable law to arrange '..
for the acquisition of such Equipment,
WHEREAS,the governing body hereby directs its legal counsel to review the Agreement and negotiate appropriate modifications to said Agreement
so as to assure compliance with state law and local statutory law, prior to execution of the Agreement by those persons so authorized by the
governing body for such purpose,
BE IT RESOLVED,by the governing body of Lessee that:
Finding: Authorized Officers. The terms of said Agreement are in the best interests of Lessee for the acquisition of such Equipment,and the
governing body of Lessee designates and confirms the following persons to execute and deliver, and to witness (or attest), respectively, the
Agreement and any related documents necessary to the consummation of the transactions contemplated by the Agreement.
RESOLVED, the acquisition of the Equipment, under the terms and conditions provided for in the Agreement, is necessary, convenient, in the
furtherance of, and will at all times be used in connection with, the Lessee's governmental and proprietary purposes and functions (except to the
extent that subleasing of the Equipment is permitted under terms of the Agreement)and are in the best interests of the Lessee, and no portion of the
Equipment will be used directly or indirectly in any trade or business carried on by any person other than a governmental unit of the State on a basis
different from the general public.
RESOLVED,the Lessee covenants that it will perform all acts within its power which are or may be necessary to insure the maintenance of its legal
status as being a duly organized and existing entity under the laws of the State, which status is the basis for the interest portion of the Rental
Payments coming due under the Agreement to at all times remain exempt from federal income taxation under the laws and regulations of the United
States of America as presently enacted and construed or as hereafter amended.
BE IT FURTHER RESOLVED that the governing body of Lessee declares its official intent to be reimbursed from the proceeds of the Agreement
approved herein for prior expenditures in the event Lessee elects to disburse moneys from its own reserves for acquiring the Equipment. Such
declaration of official intent to be reimbursed is issued pursuant to Section 1.103-18 of the Federal Income Tax Regulations.
Name of Party to Execute Individual Title
Payment Schedule No.8
Name of Party to sign Acceptance Certificate Title
Full Force and Effect. The undersigned further certifies that the above Resolution has not been repealed or amended and remains in full force and
effect and further certifies that the above and foregoing Agreement is the same as presented at said meeting of the governing body of Lessee.
(SEAL) Board Secretary/Clerk
EXHIBIT B
OPINION OF COUNSEL
(On Attorney's Letterhead)
Municipal Services Group,Inc.
5125 South Kipling Parkway
Suite 300
Littleton,CO 80127
Ladies and Gentlemen:
With respect to Individual Payment Schedule No. 8 and that certain Master Municipal Lease and Option Agreement ("the Agreement") by and
between Municipal Services Group,Inc. ("Lessor")and Truckee Donner Public Utility District("Lessee")I am of the opinion that: (i)the Lessee is a
state or political subdivision thereof within the meaning of Section 103 of the Internal Revenue Code of 1986, as amended; (ii) the execution,
delivery and performance by the Lessee of the Agreement has been duly authorized by all necessary action on the part of the Lessee; (iii) the
Agreement is a legal, valid and binding obligation of Lessee,enforceable in accordance with its terms. To the extent lawful, in the event the Lessor
obtains a judgment against Lessee in money damages, as a result of an event of default under the Agreement, Lessee will be obligated to pay such
judgment; (iv)the signatures of the officers of the Lessee which appear on the Agreement are true and genuine; I know said officers and know them
to hold the offices set forth below their names; and (v) the Equipment leased pursuant to the Agreement constitutes personal property under
applicable law and when subjected to use by Lessee will not be construed as a fixture.
Attorney for Lessee
Firm Name
Agreement No.909-8
EXHIBIT C
CERTIFICATE AS TO ARBITRAGE
1, the undersigned officer of Truckee Donner Public Utility District (the "Lessee') being the person duly charged, with others, with
responsibility of issuing the Lessee's obligation in the to= of that certain agreement entitled Master Municipal Lease and Option Agreement (the
"Agreement")numbered 909.and issued said date HEREBY CERTIFY that:
1. The Agreement was issued by the Lessee under and pursuant to existing law to finance the acquisition of the certain Equipment
described therein.
2. Pursuant to the Agreement, the Lessee is entitled to receive said Equipment in consideration for the obligation of the Lessee under the
Agreement. Said Equipment will be used in furtherance of the public purposes of the Lessee. The Lessee does not intend to sell said Equipment or
said Agreement or to otherwise dispose of said Equipment during the term of the Agreement. The Lessee will not receive any monies,funds,or other
"proceeds"as a result of the Agreement.
3. The Lessee expects to make payments under the Agreement from its general funds on the basis of annual appropriations in amounts
equal to the required payments under the Agreement. The remaining general funds of the Lessee are not reasonably expected to be used to make
such payments and no other monies are pledged to the Agreement or reasonably expected to be used to pay principal and interest on the Agreement.
4. The Lessee has not received notice that its Certificate may not be relied upon with respect to its own issues nor has it been advised that
any adverse action by the Commissioner of Internal Revenue is contemplated.
5. The Lessee certifies that the Property(as defined in the Agreement)is or will be owned and operated by the Lessee and will not be used
in the trade or business of any person on a basis different from the general public.
To the best of my knowledge, information and belief the expectations herein expressed are reasonable and there are no facts,estimates or
circumstances other than those expressed herein that would materially affect the expectations herein expressed.
IN WITNESS WHEREOF,I have hereunto set my hand this day of 20
LESSEE: Truckee Donner Public Utility District
By:
Title:
Agreement No.909-8
EXHIBIT D
DESCRIPTION OF EQUIPMENT
The Equipment which is the subject of the Individual Payment Schedule No. 8 to the Master Municipal Lease and Option Agreement is as
follows:
Three(3)2002 GMC 4WD Service Trucks with Utility Bodies
Two(2)2002 Chevrolet Multi-Purpose 4WD Sport Utility Vehicles
Together with all additions,accessions and replacements thereto.
Lessee hereby certifies that the description of the Equipment set forth above constitutes an accurate description of the "Equipment", as
defined in the attached Master Municipal Lease and Option Agreement applicable Individual Payment Schedule.
LESSEE: Truckee Donner Public Utility District
By:
Title:
Address of Equipment Upon Delivery and Acceptance:
Agreement No.909-8
EXHIBIT E
SCHEDULE OF PAYMENTS Page 2 of 2
Base Interest Rate: 5,42%
U. S.Treasury Note Yield: 4.72%
U. S.Treasury Note Index Percent: 114.83%
Adjusted Base Interest Rate:
Dated Date: April 1,2002
Provided all documents have been returned in a form acceptable to Lessor within thirty (30) days of the Dated Date (the "Period"), then the Base
Interest Rate can remain in effect during the Period. In the event all documents have not been returned within the Period, in a form acceptable to
Lessor, andlor if the U. S. Treasury Note Yield for a maturity comparable to the Lease Term increases significantly, the Lessor reserves the right to
adjust and determine a new Base Interest Rate(the"Adjusted Base Interest Rate")pursuant to the provisions hereof. The Adjusted Base Interest Rate
shall be determined by multiplying the U. S.Treasury Note Yield for a maturity comparable to the Lease Term(as of the business day immediately
preceding the receipt of the documents by the Lessor) by the U. S. Treasury Note Index Percent. Such Adjusted Base Interest Rate shall be the
applicable interest rate for the principal balance of the Equipment that is the subject of this Individual Payment Schedule, and the Lessor and the
Lessee shall execute a revised Exhibit E to this Individual Payment Schedule to acknowledge such change.
LESSEE: Truckee Donner Public Utility District
By:
Title:
0[ 0 9 p M NI ' a077
4EDULE OF PAYMENT S
DATED DATE.: Apr 01,2002 Agreement No. 909-8
Truckee Donner Public Utility District
PMT PAYMENT PRINCIPAL INTEREST PURCHASE
# DATE PAYMENT PORTION PORTION PRICE
1 1 - Aug-02 8,301.26 5,773.23 2,528,03 141,295,15
2 1 - Nov-02 8,301.26 6,480.60 1,820,66 134,583.46
3 1 - Feb-03 8,301.25 6,565.60 1,735.66 127,796.27
4 1 - May-03 8,301.26 6,651.72 1,649.54 120,932,72
5 1 - Aug-03 8,301,26 6,738.97 1,562.29 113,991.95
6 1 - Nov-03 8,301.26 6,827.36 1,473.90 106,973.10
7 1 - Feb-04 8,301.26 6,916.91 1,384.35 99,875.29
8 1 - May-04 8,301.26 7,007.64 1,293.52 92,697.63
9 1 - Aug-04 8,301,26 7,099.55 1,201.71 85,439.22
10 1 - Nov-04 8,301.26 7,192.58 1,108.58 78,099,15
11 1 - Feb-05 8,301.26 7,287.02 1,014.24 70,676.51
12 1 - May-05 8,301.26 7,382.60 918.66 63,170.36
13 1 - Aug-05 8,301.26 7479A3 821.83 55,579.77
14 1 - Nov-05 8.301.26 7,577.54 723.72 47,903.78
15 1 - Feb-06 8,301.26 7,676,93 624.33 40,141.44
16 1 - May-06 8,301.26 7,777.62 523.64 32,291.77
17 1 - Aug-06 8,301.26 7,879.64 421.62 24,363.79
18 1 - Nov-06 8,30126 7,982.99 318.27 16,326.51
19 1 - Feb-07 8,30126 8,087.70 213.56 8,208.92
20 1 - May-07 8,301,26 8,193.78 107.48 0,01
TOTAL 166,025.20 144,579.51 21,445..69
LESSEE Truckee Donner Public Utility District
BY.
TITLE:
Agreement No.909-8
EXHIBIT F
ACCEPTANCE CERTIFICATE
The undersigned, as Lessee under the Master Municipal Lease and Option Agreement(the"Agreement") numbered 909, with Municipal
Services Group, Inc.("Lessor").acknowledges receipt in good condition of the Equipment described in the Agreement or in the applicable Individual
Payment Schedule attached thereto this day of and certifies that Lessor has fully and satisfactorily performed
all of its covenants and obligations required under the Agreement.
Lessee confirms that it will commence payments in accordance with Article 6 of the Agreement or the provisions of the applicable
Individual Payment Schedule.
The undersigned officer of the Lessee hereby reaffirms in all respects the Certificate as to Arbitrage attached as Exhibit C to the
Agreement, and represents that,to the best of his or her knowledge,information and belief,the expectations therein expressed were reasonable as of
the Accrual Date on which they were made, and are reasonable as of this date, and that there were, and are as of this date, no facts, estimates or
circumstances other than those expressed therein that would materially affect the expectations expressed therein.
LESSEE: Truckee Donner Public Utility District
By:
Title:
Agreement No.909-8
EXHIBIT G
INSURANCE COVERAGE REQUIREMENTS
TO: Municipal Services Group, Inc.
5125 South Kipling Parkway
Suite 300
Littleton.CO 80127
FROM: Truckee Donner Public Utility District
P.0.Box 309
Truckee,CA 96161
SUBJECT: INSURANCE COVERAGE REQUIREMENTS
I. In accordance with Section 8.03 of the Master Municipal Lease and Option Agreement No.909,we have instructed the insurance
agent named below(please fill in name,address,and telephone number)
to issue:
a. All Risk Physical Damage Insurance on the leased Equipment of Unit thereof(as defined in the Agreement) evidenced by a
Certificate of Insurance and Long Form Loss Payable Clause naming Lessor"and/or its assigns" Loss Pavee.
b. Public Liability Insurance evidence by a Certificate of Insurance naming"Lessor and/or its assigns"as an Additional Insured.
Minimum Coverage Required:
$500,000.00 per person
$500,000.00 aggregate bodily injury liability
$300,000.00 property damage liability
OR
2. Pursuant to Section 8.03 of the Agreement, we are self-insured for all risk physical damage and public liability and will provide
proof of such self-insurance in letter form together with a copy of the statute authorizing this form of insurance.
3. Proof of insurance coverage will be provided to Lessor prior to the time that the Equipment or Unit thereof is delivered to us.
LESSEE: Truckee Donner Public Utility District
By:
Title:
F,n G lr . l u. 2 02 2 i 9 9P N mrormatlon �teturn ror smau lax-Lxempt N o • 3171 r a/6
Governmental Bond issues, Leases, and installment Sales Olivia No. 1545-0720
(Rem May 1949) Under Internal Revenue Code section 149(e)
cepartmenr cr me acrr..ury Caution: Use P
Farm 8038-G if the issue rice of the Issue is $100,000 or more.
IntanW aaronuo Sarum on:
Reporting Authority Check box if Amended Return Y [f
t issuer's nafnc 2 Issuer's omployeridentification number
Truckine Donner Public Utility District
3 Number argil street(or P.O.Wx if mail Is not de r%ierad to street address) �Roamisulle
P. o. Box 309
4 city,town.ur post Offi=, state. and ZIP code 5 Report number
Truckee, CA 96161 GC -
a Name and title of officer or legal representative whom the IRS may call for more Information 7 Telephone number of Officer at legal repose.^.tEUvc
Mary Chapman, Manager of Administrative Services ( 530 1 587.3896
Description of Obligations (Check if reporting; a single issue E or on a consolidated basis ❑ .)
as Issue prior of obligation(s) (see instructions). , . - Ee
b issue date (single issue) or calendar year(consolidated) (seednstrucuons) 0-
e�
9 Amount of the roported obligation(s) on line Be!
a Used to refund prior issues) . . . . . . , . .. . . . . Set
b Representing a loan from the proceeds of another tax-exempt obligation (e g., bond bank) . 9b
10 If the issuer has designated any issue under section 265(b)(3)(S)(Qpll) (small issuer exception), check this box . >
11 If any obligation is in the form of a lease or installment sale, check this box . . . . . . . . . . . . . . .
12 if the issuer has elected to pay a oenalry in lieu of arbitrage rebate, check this box . ❑
under penalties of peJjury, I declare that I nave examined this retumand accompanying schedules and staremencs,and to the best or my knowtedgc
Please and belief they are true, correct,and complete.
Sign i
Here
Issuer's authorized representative Date Type or print name and Utle
:. c' Thus, an issuer may file @ separate Form Other Forms That May Be Required
General h ist=I�Cz.I�iES 8038-GC for each of a nth,bar of 3-inatl
Section references are to the internal issues and report the remainder of small, Far rebating arbitrage(or paying a al In
Revenue Code unless otherwise noted issues issued during the calendar year on one lieu of arbitrage rebate)to the Federal$038-
Arb
ccnsolidated Farm 8038=GG. However, a Revetment, use Form Lieu
at ,Arbitrage
ge
Purpose of Form separate Form 8038-GC must be Fled to give Rebate and Penalty in Lieu of Arbitrage
Form 0038-GC Is used the issuers of the IRS notice of the election to pay a penalty Rebate. For private activity bonds, use Form
in lieu of arbitrage rebate. 8032, Information Return for Tax-Exempt
governmental governental obligations toPrivate Activity Bond Issues.
provide the IRS whn the information required When To File
by section 149(e) and to monitor u.a Rounding to Whole Dollars
requirements of sections 141 through 150. To file a separate return,file Form 8038•GC You may show the money Items on this
Who Must File an or before the 15th day or the second return as whole-dollar amounts.To do so,.
calendar month after the-close of the drop any amount less than 50 cents and
Issuers of tax-exempt ovemmental calendar quarter in which the issue is issued
p g increase any amount from 50 cents Through
obligations with issue prices of less than To file a conso8dated ietum,file Form 99 cents to the next higher dollar
$100,000 must file Form 8038-GC. 8038-GC on or before February 15th of the.
Issuers of a tax-exempt governmental calendar year following the yea.in,which the Definitions
obligation with an Issue price of$100,000 or issue is issued. Obligations. This refers to a single
more must file Form 8038-13, Information Late Fling.An issuer may be granted an tux-exampT govemmental obligation if Form
Return for Tax-Exempt Governmental extension of time to file-Form 8038-GC under 8038-GC is used for separate reporting or to
Obligations. Section 3 of Rev. Proc .68-10, 1958-1 Co. multiple tax-exempt governmental obligations
Filing a separate return. issuers have the 635. if it is deta-i-ed .`ae the. `a➢ura to Fiia if the form is used for consolidated reporting.
optioryto Fie a separate Form 8038-GC for on time is not due to willful neglect. Type or Tax-exempt obligation. This Is a bond.
any tax-exempt governmental obligation with print at the top of the form,."This Statement installment purchase agreement, or financial
an issue price airless than $100,000. is Submitted in Accordertce with Rev. Prod. lease, on which the Interest is excluded from
An issuer of a tax-axempt bond used to 88-10,"Attach to the Form 8038-GC a letter income under section 103.
finance construction expenditures must file a briefly stating whyy the form was not
submitted to the 1RS on time. Also Indicate Tax-exempt governmental obligation.A
separate Form 8038 SC for each Issue to whether the obligation in question is under tax-exempt obligation that is not a privare
give notice to the IRS that an election was examination by the IRS. Do not submit copies activity bond (see below) is a Tax-exempt
made to pay a penalty in lieu of arbitrage of any bond documents leases, or installment governmental obligation. This includes a bond
rebate. (see the line 13 Instructions), sale documents. issued by a qualified volunteer fire
Fling a consolidated return.For all department under section 150(e).
tax-axempt governmental obligations with Where To File Private activity bond. This includes an
issue prices of less than S100,000 that are File Form 8038-GC with the Internal Revenue obligation issued as part of an Issue in which:
not reported on a separate Form 8038-GC, Service Center Ogden. UT 84201 • More than 10% of The proceeds are to be
as issuer must file a consoadared ^'orm-ration
rearm including all such issues issued within used for any private activity business use.
and
the calendar year.
Car No 6,1108s Farm 8038-GC fRay. s-9g)
RESOLUTION NO. 02�
OF THE
TRUCKEE DONNER PUBLIC UTILITY DISTRICT
APPROVING AGREEMENT TO FINANCE THE CONSTRUCTION
OF A NEW WATER SUPPLY IN THE NORTH EAST PORTION OF
THE DISTRICT
WHEREAS, the Board of Directors of the Truckee Donner Public Utility District
has determined that a true and very real need exists for the construction of a new
well, pump house, pumping equipment and transmission line described in the
Municipal Project Lease and Option Agreement No. 1550 presented at this
meeting; and
WHEREAS, the Board of Directors will be taking the necessary steps under
applicable law, including any legal bidding requirements, to arrange for the
construction of such Project; and
WHEREAS, the Board hereby directs its legal counsel to review the agreement
and negotiate appropriate modifications to said agreement so as to assure
compliance with state law and local statutory law, prior to execution of the
agreement by those persons so authorized by the District for such purposes;
NOW, THEREFORE, BE IT RESOLVED by the Board of Directors as follows:
1. The Board finds that the terms of said agreement are in the best interests
of the District for the construction of such Project and the Board
designates and confirms the Board President and the District Clerk to
execute and deliver, and to witness (or attest) respectively, the agreement
and any related documents necessary for the consummation of the
transactions contemplated by the agreement.
2. That the construction of the project, under the terms and conditions
provided for in the agreement is necessary, convenient, in the furtherance
of and will at all times be used in connection with the District's
governmental and proprietary purposes and functions (except to the
extent that subleasing of the Project is permitted under the terms of the
Agreement) and are in the best interests of the District and no portion of
the project will be used directly or indirectly in any trade or business
carried on by any person other than a governmental unit of the State on a
basis different from the general public.
3. The lessee covenants that it will perform all acts within its power which are
or may be necessary to insure the maintenance of its legal status as being
a duly organized and existing entity under the laws of the State, which
status is the basis for the interest portion of the Rental Payments coming
due under the Agreement to at all times remain exempt from federal
income taxation under the laws and regulations of the United States of
America as presently enacted and construed or as hereafter amended.
4. It is the intent of the District to be reimbursed from the proceeds of the
Agreement approved herein for prior expenditures in the event that the
District elects to disburse moneys from its own reserves for construction of
the Project. Such declaration of official intent to be reimbursed is issued
pursuant to Section 1.103-18 of the Federal Income Tax Regulations.
5. The Board authorizes the General Manager to sign draw requests and
acceptance certificates for the purposes of having Municipal Services
Group make the necessary project payments from the escrow account.
PASSED AND ADOPTED by the Board of Directors at a meeting duly called and
held within the District on the seventeenth day of April, 2002 by the following roll
call vote:
AYES:
NOES:
ABSENT:
TRUCKEE DONNER PUBLIC UTILITY DISTRICT
Nelson Van Gundy, President
ATTEST:
Peter L. Holzmeister, District Clerk
Agreement No.1550
MUNICIPAL PROJECT LEASE AND OPTION.AGREEMENT
Lessor: Municipal Services Group,Inc.
5125 S,Kipling Parkway,Suite 300
Littleton,CO 80127
Lessee: Truckee Donner Public Utility District
R O.Box 309
Truckee,CA 96161
This Municipal Project Lease and Option Agreement(the"Agreement")is entered into between Municipal Services Group,Inc.,(together with any assignee
thereof collectively referred to herein as"Lessor"),and the Truckee Donner Public Utility District("Lessee"),a municipality duly organized and existing under the laws
of the State of California(the"State").
WITNESSETH:
WHEREAS,Lessee desires to finance the design and construction of the Project(as herein defined)pursuant to the terms of this Agreement;and
WHEREAS,Lessor desires to lease the Project to Lessee,and Lessee desires to lease the Project from Lessor,subject to the terms and conditions of and for
the purposes set forth in this Agreement;and
WHEREAS,Lessor,or its assignee, if any,simultaneously with the execution and delivery of this Agreement, shall enter into an escrow agreement(the
"Escrow Agreement")with an escrow agent designated by Lessor or its assignee, if any, (the"Escrow Agent")whereby Lessor,or its assignee, if any,shall deposit
monies sufficient to finance the Project,equipment,improvements,fixtures,and furnishings to be leased hereunder;and
WHEREAS,Lessee is authorized under the Constitution and laws of the State to enter into this Agreement for the purposes set forth herein;
NOW,THEREFORE,for and in consideration of the premises hereinafter contained,the parties hereby agree as follows:
ARTICLE I
COVENANTS OF LESSEE
Lessee represents,covenants and warrants,for the benefit of Lessor and its assignees,as follows:
(a) Lessee is a municipality duly organized and existing under the Constitution and laws of the State.
(b) Lessee will do or cause to be done all things necessary to preserve and keep in full force and effect its existence as a body corporate and politic.
(c) Lessee is authorized under the Constitution and laws of the State to enter into this Agreement, the Ground Lease between Lessor(as Ground
Lessee thereunder)and Lessee(as Ground Lessor thereunder)and the transactions contemplated hereby and thereby,and to perform all of its obligations hereunder and
thereunder.
(d) Lessee has been duly authorized to execute and deliver this Agreement and the Ground Lease under the terms and provisions of the ordinance or
resolution of its governing body,attached hereto as Exhibit A,and by other appropriate official approval,and further represents and warrants that all requirements have
been met,and procedures have occurred in order to insure the enforceability of this Agreement and the Ground Lease, and Lessee has complied with such public
bidding requirements as may be applicable to this Agreement and the acquisition by Lessee of the Project hereunder. Lessee shall cause to be executed an opinion of
its counsel substantially in the form attached hereto as Exhibit B.
(e) During the term of this Agreement, the Project will be used by Lessee only for the purpose of performing one or more governmental or
proprietary functions of Lessee consistent with the permissible scope of Lessee's authority and will not be used in a trade or business of any person or entity other than
Lessee.
(f) The lease of the Project hereunder shall be evidenced by the Agreement,Exhibits and Ground Lease executed by Lessor and Lessee describing
specific real property,and setting forth provisions relating to the rent,the term of lease,disposition of Project upon the expiration of the Lease Term(as defined below)
and other details with respect to it. The lease of the Project shall become effective on the Accrual Date,as defined below,and the Payment Schedule for the Project
shall specify such date as the effective date of the lease. The original term(the"Original Term")shall commence on the Accrual Date as indicated therein and shall
terminate the last day of Lessee's then current fiscal year. The term of the lease will be automatically renewed at the end of the Original Term or any renewal term(the
"Renewal Term")for an additional one(1)year,unless the governing body of Lessee fails to appropriate sufficient funds for the making of rental payments for the next
occurring Renewal Term as provided in Section 4 of this Agreement. The terms and conditions during any Renewal Tenn shall be the same as the terms and
conditions during the Original Tenn except that the rental payments shall be as provided in the specific exhibit attached to the Payment Schedule.
(g) During the period this Agreement is in force,Lessee will annually provide,if requested by Lessor,current financial statements,budgets,proof of
appropriation for the ensuing fiscal year and such other financial information relating to the ability of Lessee to continue this Agreement as may be reasonably
requested by Lessor or its assignee.
(h) The useful life of the Project will be at least 120%of the Lease Tem.
(i) The Project and the use thereof are in compliance with, and Lessee will maintain the condition of the Project so that it shall remain in
compliance with,all applicable laws,statutes,ordinances, rules and regulations of any governmental or quasi-governmental authority,specifically including without
limitation the Resource Conservation and Recovery Act and the Comprehensive Environmental Response,Compensation and Liability Act,both as amended,and all
other environmental protection or toxic waste or hazardous substance handling, treatment, storage or disposal laws, statutes, ordinances, rules and regulations.
• Lessee agrees to provide Lessor with copies of any notifications of releases of oil or hazardous materials or substances or of any environmental hazards or
potential hazards(each a 'Release")which are given by or on behalf of Lessee to any federal,state or local agencies or authorities or which are received by Lessee from
any federal,state or local agencies or authorities with respect to the Project. Such copies shall be sent to Lessor concurrently withheir being mailed or delivered to the
govemmental agencies or authorities or within ten days after they are received by Lessee.
Lessee agrees to provide Lessor with copies of all emergency and hazardous chemical inventory forms (hereinafter "Notices")with respect to the Project
previously given,as of the date hereof,to any federal,state or local governmental authority or agency as required pursuant to the Emergency Planning and Community
Right-to-Know Act of 1986,42 U.S.C.A. Section 1101 et,seg., and to provide Lessor with copies of all such Notices subsequently sent to any such governmental
authority or agency as required pursuant to the Emergency Planning and Community Right-to-Know Act of 1986. Such copies of subsequent Notices shall be sent to
Lessor concurrently with their being mailed to any such governmental authority or agency.
Lessee hereby covenants and agrees to indemnify, protect and hold harmless Lessor and its successors and assigns from and against any and all claims,
demands,liabilities and costs,including without limitation attorneys`fees,arising from(a)any"Release"(asdefined herein)or threat of a"Release,"actual or alleged,
or any"Hazardous Substances"(as defined herein)upon or about the Project or respecting any products or materials previously or now located upon,delivered to or in
transit to or from the Project regardless of whether such release or threat of a release or alleged release or threat of a release has occurred prior to the date hereof or
hereafter occurs and regardless of whether such release or threat of a release or alleged release or threat of a release occurs as the result of the negligence or misconduct
of Lessee or any third party or otherwise,or(b)any violation,actual or alleged,of or any other liability under or in connection with any Environmental Law(as defined
herein),upon or about the Project or respecting any products or materials previously or now located upon,delivered to or in transit to or from the Project,regardless of
whether such violation or alleged violation has occurred prior to the date hereof or hereafter occurs and regardless of whether such violation or alleged violation occurs
as a result of the negligence or misconduct of Lessee or any third party or otherwise. This warranty shall survive any termination of this Agreement.
ARTICLE 2
DEFINITIONS
The following terms will have meanings indicated below unless the context clearly requires otherwise:
"Acceptance Certificate"means the Acceptance Certificate attached hereto as Exhibit F relating to the Project whereby Lessee acknowledges acceptance of
the Project.
"Accrual Date"is the date when Lessee's obligation to pay rent accrues. The tease of the Project shall become effective on the Accrual Date,which shall be
the Dated Date specified in Exhibit E hereto.
"Acquisition Cost(s)"means the total cost of acquiring,including any delivery charges,and preparing the Project for Lessee's use.
"Adjusted Base Interest Rate"means the Base Interest Rate as adjusted and as described in Exhibit E hereto.
"Base Interest Rate"means the interest rate as set forth in Exhibit E attached hereto.
"Code"means the Internal Revenue Code of 1986,as amended,and all regulations proposed or promulgated thereunder.
"Environmental Law" means the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq., the Resource
Conservation and Recovery Act,42 L'.S.C.§9601 at seq.,the Hazardous Materials Transportation Act,49 U.S.C. §1 802 at seq.,the Toxic Substances Control Act, 15
U.S.C.§2601 et seq.,the Federal Water Pollution Control Act,33 U.S.C.§ 1251 et seq.,the Clean Water Act,33 U.S.C.§ 1131 et seq.,the Clean Air Act,2 U.S.C. §
7401 at seq.,and any other federal,state,county,municipal,local or other statute,law,ordinance,or regulation that may relate to or deal with the human health or the
environment,all as may be from time to time amended.
"Ground Lease"means a Ground Lease between Lessee and Lessor,substantially in the form attached hereto,pursuant to which Lessee has leased or will
lease to Lessor the site of any Project or portion of a Project which constitutes real property or improvements thereto,as such Ground Lease may be amended,modified
and supplemented from time to time.
"Lease Term"means collectively the Original Term and all Renewal Terns provided for in this Agreement.
"Hazardous Substance" means (i) any dangerous, toxic or hazardous pollutant, contaminant, chemical, material or substance listed or identified in, or
regulated by, any Environmental Law, (if) any of the following, whether or not included in the foregoing: asbestos, area formaldehyde, polychlorinated biphenyls
("PCBs"), nuclear fuel or material, chemical waste, radioactive material, explosives, known carcinogens, and petroleum products and by-products; and (iii) any
"recognized environmental condition",as that term is defined by the American Society for Testing and Materials in its standards for environmental due diligence.
"Lease Term"means the term of this Agreement from the Accrual Date to the termination date.
"Project"means the property described generally in Exhibit D to this Agreement as such may be modified in accordance with the terms hereof from time to
time,together with any and all additions and attachments thereto,modifications,repairs,replacements and parts thereof and substitutions therefor.
"Project Site"means the land described in Exhibit D hereto,which is the site on which the Project,improvements,fixtures,equipment and furnishings will
be constructed and installed and which is the subject of the Ground Lease.
"Purchase Price"means the amount that Lessee may,in its discretion,pay to Lessor in order to purchase the Project,as set forth in Exhibit E hereto.
"Rental Payments"mean the rental payments payable by Lessee for the Project pursuant to the provisions of this Agreement during the Lease Term,payable
in consideration of the right of Lessee to use the Project during the Lease Tern. Rental Payments shall be payable by Lessee to Lessor or its assignee in the amounts
and at the times during the Lease Tern as set forth in the Exhibit E made a part of this Agreement.
"Vendor/Contractor" means (i) the developer of the Project, if any, as well as the agents or dealers of the manufacture lontractor from whom Lessee
purchased or is purchasing the Project.
ARTICLE 3
DEPOSIT OF 9IONIES;ACQUISITION AND LEASE OF PROJECT
Section 3.01. De osit of Monies Transfers U on Acee txnce. In the event an Escrow Agreement is entered into pursuant to this Agreement,
Lessor,or its assignee, if any,shall cause to be deposited in the Acquisition Fund created under such Escrow Agreement and held by the Escrow Agent, the amount
specified in the ExhibitE,Schedule of Payments.
Upon the expiration of three years from the.Accrual Date,unless notified earlier by Lessor and Lessee, the Escrow Agent shall apply any monies in the
Acquisition Fund representing the contract price to have been paid to the Vendor(s)/Contracmr(s)for any portion of the Project for which Lessee has not executed an
Acceptance Certificate to the reduction of the unpaid principal balance by paying such monies directly to Lessor_ The remaining Rental Payments shall be amended to
reflect such prepayment of principal. Lessee shall execute a revised Exhibit E to acknowledge such change_
Section 3,02, Lessee is Agent-Acquisition of the Project. Lessor hereby appoints Lessee as its agent solely for the purpose of acquiring
the Project,and Lessee hereby accepts such appointment. Lessee and Lessor will do all things necessary to effect the acquisition of the Project free and clear of any
encumbrances and subject the same to the leasehold interests contemplated hereunder. Lessor agrees to acquire the Project pursuant to Lessee's specifications. Lessor
shall not be responsible for the obligations of Vendor/Contractors, and a failure by the Vendors/Contractors to perform shall not affect Lessee's obligation to malty
Rental Payments under this Agreement. Lessee agrees that the Project will be acquired in accordance with the terms,conditions and specifications therefor and on file
with Lessor.
Upon completion of acquisition of the Project satisfactory to Lessee,Lessee shall deliver to the Escrow Agent an executed Acceptance Certificate,
Section3.03. Payment of Acquisition Costs. Payment to the Vendor(s)/Contractor(s) of the Acquisition Cost(s) of acquiring the
Project shall be made from the monies deposited with the Escrow Agent,as provided in Section 3.01,which shall be disbursed for that purpose in accordance with and
upon compliance with the Escrow Agreement. Said funds shall be disbursed to the Vendor(s)/Contraetor(s) at the direction of Lessee. In the event the amount
specified in Section 3.01 to be deposited in the Acquisition Fund is insufficient to pay all Acquisition Costs,Lessee shall pay the remaining Acquisition Costs from its
own funds.
ARTICLE
LEASE TERM
Section 4,01, Lease of Proiect Lessor hereby demises,leases,and lets to Lessee,and Lessee rents,leases,and hires from Lessor,the(i)Project
and(ii)the Project Site and the improvements and fixtures of Lessee on the Project Site,and any equipment and furnishings, if any,thereon leased to the Lessor(as
ground lessee)pursuant to the Ground Lease(the"Leased Premises"),in accordance with the provisions of this Agreement,to have and to hold for the Lease Term.
Section 4.02. Commencement of Lease Term. The Lease Term shall commence on the Accrual Date and shall terminate the last day of Lessee's
then current fiscal year. The Lease Tern will be automatically renewed at the end of the Original Term or any Renewal Term for an additional one year,unless Lessee
gives written notice,as provided in Article 6 hereof,of Lessee's intention to terminate this Agreement at the end of the Original Term or Renewal Term upon receipt by
Lessor of the Rental Payment due plus the applicable Purchase Price pursuant to Articles 9 or Article 11, as the case may be. The terms and conditions during any
Renewal Tern shall be the same as the terms and conditions during the Original Term,except that the Rental Payments shall be as provided in the Exhibit E,Schedule
of Payments.
Section 4.03. Termination of Lease Term. The Lease Tenn will terminate upon the earliest of any of the following events:
(a) the expiration of the Original Term or any Renewal Term and the non-renewal in the event of non-appropriation of funds pursuant to Section
6.06 hereof;
(b) the exercise by Lessee of the option to purchase the Project granted under the provisions of Articles 9 or I I hereof,
(c) a Default by Lessee and Lessor's election to terminate this Agreement under Article 13;or
(d) the payment by Lessee of all Rental Payments, late payment charges, past due finance charges, monies due to release liens of any kind
whatsoever,or other takes and utilities authorized or required to be paid by Lessee hereunder.
ARTICLE 5
ENJOYMENT OF PROJECT
Lessor hereby covenants to provide Lessee during the Lease Term with quiet use and enjoyment of the Leased Premises,and Lessee shall during the Lease
Tenn, peaceably and quietly have and hold and enjoy the Leased Premises, without suit, trouble or hindrance from Lessor, except as expressly set forth in this
Agreement.
Lessor shall have the right at all reasonable times during business hours to enter into and upon the property site of Lessee for the purpose of inspecting the
Project.
ARTICLE 6
RENTAL PAYMENTS
Section 6.01. Rental Payments Constitute a Current Expense of Lessee. Lessor and Lessee understand and intend that the obligation of
Lessee to pay Rental Payments hereunder shall constitute a current expense of Lessee and shall not in any way be construed to be a debt of Lessee in contravention of
any applicable constitutional or statutory limitations or requirements concerning the creation of indebtedness by Lessee,nor shall anything contained herein constitute
a pledge of the general tax revenues,funds or monies of Lessee. Rental Payments shall be in consideration of Lessee's use of the Project during the year in which such
payments are due.
Section 6901 Payment of Rental Payments. Lessee shall pay Rental Payments exclusively from legally available monies from itaGeneral Fund
and such other funds as may be designated by Lessee in lawful money of the United States of America to Lessor, or in the event of assignment by Lessor, to its
assignee, in the amounts and no later than the dates set forth in Exhibit E hereto. In the event Lessor or its assignee does not receive Rental Payments within such
period of time,then and in such event,a twenty-five dollar(S25.00)late charge will be assessed plus finance charges based on the applicable unpaid Rental Payment at
the rate equal to the lesser of twelve percent 112%)or the highest rate allowed by the laws of the State.
Section 6.03. Interest and Principal Components A portion of each Rental Payment payable hereunder is paid as, and represents payment
of, interest, and the balance of the Rental Payment payable hereunder is paid as, and represents payment of, principal. Exhibit E hereto sets forth the interest
component and the principal component of each Rental Payment during the Lease Term.
Section 6.04. Rental Payments o be Unconditional. The obligations of Lessee to make payment of the Rental Payments required under this
Article 6 and other sections of this Agreement,and to perform and observe the covenants and agreements contained herein,shall be absolute and unconditional in all
events,except as expressly provided under this Agreement. Notwithstanding any dispute between Lessee and Lessor, any Vendor/Contractor, supplier,or any other
person, Lessee shall make all Rental Payments when due and shall not withhold any Rental Payments, nor shall Lessee assert any right of withholding, set-off or
counterclaim against its obligation to make such payments required under this Agreement. Lessee's obligation to make Rental Payments during the Original Term or
any Renewal Term shall not be abated through accident or unforeseen circumstances.
Section 6.05. Continuation of Lease Term by Lessee. Lessee intends,subject to the provisions of Section 6.06 below,to continue the lease of
the Project through the Original Term and all of the Renewal Terms and to make the Rental Payments a;the same shall become due hereunder. Lessee reasonably
believes that legally available funds in an amount sufficient to make all Rental Payments during the Original Tenn and each of the Renewal Terms can be obtained.
Lessee further intends to do all things lawfully within its power to obtain and maintain funds from which the Rental Payments may be made, including making
provision for such payments to the extent necessary in each biannual or annual budget submitted and adopted in accordance with applicable provisions of the laws of
the State,to have such portion of the budget approved,and to exhaust all available reviews and appeals in the event such portion of the budget is not approved.
Section 6,06. Non-appropriation. [n the event sufficient funds shall not be appropriated for the Rental Payments required to be paid in the next
occurring Renewal Term,then Lessee may terminate this Agreement,in whole only,by terminating at the end of the then current Original Term or Renewa"term,and
Lessee shall not be obligated to make payment of the Rental Payments provided for in this Agreement beyond the then current Original or Renewal Term. Lessee
agrees to deliver notice to Lessor of such termination at least ninety(90)days prior to the end of the then current Original or Renewal Tenn. If this Agreement is
terminated under the provisions of this Section 6.06, Lessee agrees peaceably surrender the Project so terminated to Lessor. TO THE EXTENT LAWFUL, Lessee
agrees that if this Agreement is terminated under the provisions of this Section 6.06, Lessee will not replace the Project with the same or similar property or retain
others to provide the same or similar services until after the date on which the next occurring Renewal Tenn would have ended. In the event of Non-appropriation,
Lessor shall have the right to recover the interest which shall have accrued on the principal balance outstanding as of the preceding Rental Payment due date, as set
forth in the Exhibit E.
ARTICLE 7
LEASEHOLD INTEREST
Section 7.01. Leasehold Interest. Lessee agrees to execute such documents, including financing statements, deeds, affidavits, notices and similar
instruments, in form satisfactory to Lessor, which Lessor deems necessary or appropriate to establish and maintain its leasehold interest in and to the Project and in all
additions,attachments,accessions,and substitutions thereto,and upon assignment,the interest of any assignees of Lessor,in the Project.
Section 7.02. Liens and Encumbrances to Title. During the Lease Tenn,Lessee shall not place or permit any liens or encumbrances to title
on the Project or the Project Site nor execute any lease,sublease,extension or lease,easement or other agreement granting any right of occupancy,use or possession with
respect to the Project or the Project Site. Lessee shall promptly discharge any mechanics'o rnaterialmen's liens placed on the Project or the Project Site and shall cause any
tenants occupying the Project or the Project site promptly to discharge any such lien arising out of such use or occupancy. The obligation of Lessee under this Section shall
survive the termination of this Agreement.
ARTICLE 8
MAINTENANCE;MODIFICATION;TAXES;
INSURANCE AND OTHER CHARGES
Section 8.01. Maintenance of Project by Lessee. Lessee agrees that at all times during the Lease Tenn,at Lessee's own cost and expense,to
cause maintenance to be performed in such a way so as to make all necessary and proper repairs,replacements,and renewals of the Project as may from time to time be
required and to maintain,preserve,and keep the Project in good repair,working order,and condition. To the extent of the provisions of this Agreement and except as may
otherwise be agreed to,neither Lessor nor any of its assignees shall have responsibility in any of these matters,or for the making of improvements or additions to the Project;
provided,however,if required by Lessor,Lessee will enter into such maintenance or management contracts for the Project as Lessor shall require.
Section 8.02. Taxes Other Governmental Charges and Utility Charges. The parties to this Agreement contemplate that the Project will be
used for a governmental or proprietary purpose of Lessee and,therefore,that the Project will be exempt from all taxes presently assessed and levied with respect to personal or
real property and from all sales,use or similar excise taxes. In the event that the use,possession or acquisition of the Project or any part of the Leased Premises is found to be
subject to taxation in any form(except for income taxes of Lessor),Lessee will pay during the Lease Tenn,as the same respectively come due,all taxes and governmental
charges of any kind whatsoever that may at any time be lawfully assessed or levied against or with respect to the Project or any part of the Leased Premises and any
equipment or other property acquired by Lessee in substitution for,as a renewal or replacement of,or a modification,improvement or addition to the Project or any part of the
Leased Premises;as well as all gas,water,steam,eleetriDisuict,heat,power,telephone,utility,and other charges incurred in the operation,maintenance,use,occupancy,and
upkeep of the Project or any part of the Leased Premises;provided that,with respect to any governmental charges that may lawfully be paid in installments over a period of
years,Lessee may elect to pay only such installments as have accrued during the time this Agreement is in effect.
Section 8.03. Provisions Regarding Insurance. At its own expense, Lessee shall cause rental or business interruption, casualty, public
liability,contractor's general liability and builders risk,if applicable,and property damage insurance to be carried and maintained,or shall demonstrate to the satisfaction of
Lessor that adequate self-insurance is provided based upon actuarial sound insurance criteria as are consistent with generally accepted insurance industry standards with
respect to the Project,sufficient to protect the Full Insurable Value(as that term is hereinafter defined)of the Project,and to protect Lessor from liability in all events and
which name Lessor and/or its assignee as additional insured mid as a Lender Loss Payee thereunder. All insurance proceeds from casualty losses shall be payable as
hereinafter provided in this Agreement Lessee shall thrash to Lessor Certificates evidencing such coverage throughout the Lease Term,
Lessee shall notify Lessor within five(5)hotness days of any event of damage to or destruction of the Project.
The term"Full Insurable Value"as used herein shall mean the full replacement value of the Project but in no event less than the then applicable Purchase Price.
Any insurance policy pursuant to this Section 8,03 shall be so written or endorsed as to make losses, if any, payable to Lessee and Lessor as their respective
interests may appear. The Net Proceeds(as defined in Section 9.01)of the insurance required in this Section 8.03 shall be applied as provided in Article 9 hereof Each
insurance policy provided for in this Section 8.03 shall contain a provision to the effect that the insurance company shall not cancel the policy or modify it materially and
adversely to the interest of Lessor without first giving written notice thereof to Lessor at least 30 days in advance of such cancellation.
Section 8.04, Advances In the event Lessee shall fail to maintain the full insurance coverage required by this Agreement or shall fail to Sep
the Project in good repair and operating condition,Lessor may(but shall be under no obligation to)purchase the required policies of insurance and pay the premiums on the
sane or may cause to be made such repairs or replacements as are necessary and provide for payment thereof,and all amounts so advanced therefor by Lessor shall become
additional rent for the then current Original Term or Renewal Tenn which amounts,together with interest thereon at the rate of 12%per arum,Lessee agrees to pay.
Section 8.05. Tax Covenants Lessee will not make or direct any use of the proceeds of the obligation provided herein or any other funds of
Lessee which will cause such obligation to be an"arbitrage bond"within the meaning of Section 148 of the Code,to be"federally guaranteed"within the meaning of Section
149 of the Code,or to be a"private activity bond"within the meaning of Section 141 (a)of the Code. To that end so long as any Rental Payments are unpaid,Lessee,with
respect to such proceeds and such other funds,will comply with all requirements of such Code sections and all regulations of the United States Department of the Treasury
issued thereunder to the extent that such requirements are,at the time,applicable and in effect. Fuahemtore,to the extent applicable pursuant to Section 148 If)of the Code,
Lessee covenants to complete or cause to be completed all reporting requirements and rebate all required arbitrage income to the United States of America Lessee covenants
that the Project will be used only for the purpose of performing one or more governmental or proprietary functions of Lessee,and the Project will not be used in a trade or
business of any person or entity other than Lessee on a basis different from the general public. Lessee will not use or permit the use of the Project by any person for a"private
business use"within the meaning of Section 141 (b)of the Code in such manner or to such extent as would result in the inclusion of interest received hereunder in gross
income for federal income tax purposes under Section 103 of the Code.
Lessor or its assignee(s)and Lessee shall at all times do and perform all acts and things permitted by law which are necessary or desirable in order to assure that
the interest component of the Rental Payments will not be included in the gross income of Lessor or its assignee,if any,for federal income tax purposes.
ARTICLE 9
DAMAGE,DESTRUCTION AND CONDEMNATION:
USE OF NET PROCEEDS
Section 9,01. Damace Destruction and Condemnation. Unless Lessee shall have exercised its option to purchase the Project by making payment of
the Purchase Price as provided herein,if prior to the termination of the Lease Term(a)the Project or any portion thereof is destroyed(in whole or in part)or is damaged by
fire or other casualty or(b)title to,or the temporary use of, the Project or any part thereof shall be taken under the exercise of the power of eminent domain by any
governmental body or by any person, firm or corporation acting under governmental authority, Lessee and Lessor will cause the Net Proceeds(as defined below)of any
insurance claim or condemnation awarded to be applied to the prompt repair,restoration,modification or improvement of the Project. Any balance of the Net Proceeds
remaining after such work has been completed shall be paid to Lessee.
For purposes of Section 8.03 and this Article 9,the term"Net Proceeds"shall mean the amount remaining from the gross proceeds of any insurance claim or
condemnation award after deducting all expenses(including attorneys'fees)incurred in the collection of such claim or award.
Lessee hereby waives any rights to condemn or otherwise exercise any power of eminent domain with respect to the Project unless the proceeds of such
condemnation shall be not less than the amounts necessary to pay the amount specified in Article I I hereof,
Section 9.02. Insufficiencv of Net Proceeds. If the Net Proceeds are insufficient to pay in hull the cost of any repair, restoration, modification or
improvement referred to in Section 9.01 hereof,Lessee shall either(a)complete the repair or replacement of damaged property and pay any costs in excess of the amount of
Net Proceeds or(b)pay to Lessor the amount of the applicable Purchase Price,applying Net Proceeds to such payment.
ARTICLE 10
DISCLAIMER OF WARRANTIES;VENDOR'S/CONTRACTOR'S
WARRANTIES;USE OF THE PROJECT
Section 10,01. Disclaimer of Warranties. LESSEE ACKNOWLEDGES THAT THE PROJECT IS IN GOOD ORDER AND CONDITION AND
IS OF THE MANUFACTURE, DESIGN, AND CAPACITY SELECTED BY LESSEE,THAT LESSEE IS SATISFIED THAT THE SAME IS SUITABLE FOR ITS
PURPOSE,AND THAT FOR PURPOSES OF THIS AGREEMENT,LESSOR AND ITSASSIGNEE(S)MAKE NO WARRANTY OR REPRESENTATION,EITHER
EXPRESS OR IMPLIED WITH RESPECT TO THE PROJECT, INCLUDING WITHOUT LIMITATION, ITS VALUE, DESIGN, CAPACITY, CONDITION,
MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE OR FITNESS INTENDED FOR USE OF THE PROJECT,OR WARRANTY WITH RESPECT
THERETO,AND LESSOR AND ITS ASSIGNEE(S) HEREBY DISCLAIM ALL SUCH REPRESENTATIONS AND WARRANTIES. In no event shall Lessor or its
assignee, if any, be liable for any incidental, indirect, special or consequential damage in connection with or arising out of this Agreement or the existence, furbishing,
functioning or Lessee's use of any item,building,improvement,equipment,furnishings,or products or services provided for in this Agreement.
Section 10.02. Warranties. Lessor hereby irrevocably appoints Lessee its agent and attomey-in-fact during theLease Term,so long as Lessee
shall not be in Default hereunder,to assert from time to time whatever claims and rights,including warranties of the Project,which Lessor may have against the supplier,
Contractor,or Vendor of the Project. Lessee's sole remedy for the breach of such warranty, indemnification or representation shall be against the supplier,Contractor or
Vendor of the Project,and not against Lessor or an assignee,if any,of Lessor,nor shall such matter have any effect whatsoever on the rights and obligations of Lessor with
respect to this Agreement,including the right to receive full and timely payments hereunder. Lessee expressly acknowledges that an assignee,if any,of Lessor makes,and
has made,no representation or warranties whatsoever as to the existence or availability of such warranties of the Project.
Section 10.03. Use of the Project Lessee will not construct, install, use, operate or maintain the Project or cause the Project to be constructed,
installed,used,operated or maintained improperly,carelessiy.in violation army applicable law or in a manner contrary to that contemplated by this Agreement. Lessee shall
provide or cause to he provided all permits and licenses, if aury,necessary for the operation of the Project; provided, however,that Lessee may contest in good faith the
validity or application of any such law or rule in any reasonable manner which does not,in the opinion of Lessor,adversely affect the estate of Lessor in and to the Project or
its interest or rights under this Agreement.
Lessee shall notify Lessor within five(5)business days of receipt of actual or constructive notice if there are any claims or lawsuits arising in connection with the
Project or use thereof
Section 10.04. Construction of Project Lessee hereby represents that it has fee simple title to the Project Site, free and clear of all liens and
encumbrances except those which are approved by Lessor,and hereby covenants that any improvements which may be constructed or installed thereon will be constructed
and installed in accordance with all applicable laws and regulations. Lessee further covenants that all general contractors who perform any such work in connection with the
Project shall be licensed and bonded,and such contractors will provide Lessee with a performance and payment bond equal to the total amount of said contractors contract to
construct or install the improvements and such certificates of insurance as may be required by this Agreement. Lessee agrees that Lessor shall have the right at any time
during regular business hours to enter onto the property for the purposes of observing the construction activity thereon.
ARTICLE II
OPTION TO PURCHASE
Lessee is hereby granted the option to prepay all or a portion of is obligations under this Agreement and purchase the Project for the Purchase Price set forth in
Exhibit E hereto,plus the amounts set forth in this Article 11. At the request of Lessee,Lessor's leasehold interest in the Project will be terminated and this Agreement shall
terminate:
(a) at the end of the Lease Term,upon payment in full of all Rental Payments due hereunder,plus all past due charges and other amounts hereunder then
due and owing,if any,or
(b) at any regularly scheduled payment due date by making the Rental Payment plus the corresponding Purchase Price as set forth in the Exhibit E,plus
all past due charges and other amounts hereunder then due and owing,if any;or
(c) at any time prior to the end of the Original Term by paying the first Rental Payment due plus the Purchase Price,or, in the event Lessee wishes to
exercise its option following the Original Term or any Renewal Term,but prior to the due date of the next Rental Payment by paying the preceding Purchase Price as set forth
in the Exhibit E,Schedule of Payments,plus accrued interest on the outstanding principal balance at the Base Interest Rate thereon to the date of settlement thereof,plus all
past due charges and other amounts hereunder then due and owing,if any;or
(d) if the Lease Term is terminated pursuant to Article 9 of this Agreement,in the event of total damage,destruction or condemnation of the Project or any
portion thereof and,if Lessee is not on such date in Default under this Agreement,upon payment of the then applicable Purchase Price plus all past due charges and other
amounts hereunder then due and owing,if any,subject to Lessee's right to terminate this Agreement under Section 6.06 hereof.
In the event Lessee purchases less than all of the Project,the Agreement shall be amended to reflect such prepayment of principal,and the remaining Rental
Payments shall be adjusted accordingly. Further,Lessee agrees to execute such revised Schedule of Payments.
ARTICLE 12
ASSIGNMENT,SUBLEASING,INDEMNIFICATION
AND MORTGAGING
Section 12.01. Assignment by Lessor. This Agreement,and Lessor's right to receive payments hereunder,may be assigned and reassigned in
whole or in part to one or more assignees orsubassignees by Lessor at any time subsequent to this execution, without the necessity of obtaining the consent of Lessee;
provided,however, that no such assignment or reassignment shall be effective against Lessee unless and until'¢Lessee shall have received notice of the assignment or
reassignment disclosing the time and address of the assignee orsubassignee,and(ii)in the event that such assignment or reassignment is made to a bank or trust company
as trustee for holders of certificates or other evidence representing interest in this Agreement,or rights to receive amounts hereunder,such bank or tout company agrees to
maintain,or cause to be maintained on behalf of and as agent for Lessee, a book-entry system by which a record of the names and addresses of such holders as of any
particular time is kept and agrees,upon request of Lessee,to furnish such information to Lessee. Upon receipt of notice of assignment,Lessee agrees to reflect in a book
entry the assignee designated in such notice of assignment,and to make all payments to the assignee designated in the notice of assignment,notwithstanding any claim,
defense,setoff or counterclaim whatsoever(whether arising from a breach of this Agreement or otherwise)that Lessee may from time to time have against Lessor,or the
assignee. Lessee agrees to execute all documents, including notices of assignment and chattel mortgages or financing;tatemems which may be reasonably requested by
Lessor or its assignee to protect their interests in the Project and in this Agreement.
Section 12.02. No Sale.Assignment or Subleasing by Lessee. This Agreement and the interest of Lessee in the Project may not be sold,
assigned or encumbered by Lessee without the prior written consent of Lessor,which consent may be withheld in the total discretion of Lessor taking into account,among
other things,the treatment for federal income not purposes of the interest component of the Rental Payments.
Section 12.03. Release and Indemnification Covenants. Except for the intentional or negligent acts of Lessor or any of its employees or agents
thereof arising out of 1)entering into this Agreement,and/or 2)any liability,obligation,toss,claim or damage arising out of or in connection with any misstatement of a
material fact or failure to make a statement of material fact by Lessor or any assignee thereof(other than a misstatement by Lessee)in connection with any offer,sale or other
transfer of this Agreement or any interest herein,to the extent permitted by the laws and Constitution of the State,Lessee shall protect,hold harmless,and indemnify Lessor
from and against any and all liability, obligations, losses, claims and damages, regardless of cause thereof, and expenses in connection therewith, including, without
limitation,counsel fees and expenses,penalties and interest arising out of or m the result of the entering into of this Agreement in connection with the ownership or intended
ownership,delivery,rejection,storage or return of the Project or any accident in connection with the operation,use,condition,possession,storage or return of the Project
resulting in damage to property or injury to or death to any person. Lessees agreement to protect,hold harmless,and indemnify Lessor under this paragraph shall continue in
full force and effect notwithstanding the full payment of all obligations under this Agreement or the termination of the Lease Term for any reason.
ARTICLE 13
EVENTS OF DEFAULT AND REMEDIES
Section 13.01- Events of Default Defined. The following shall be"events of default" under this Agreement and the terns"Event of Default"and
"Default"shall mean,whenever they are used in this Agreement,any one or more of the following events:
(a) Failure by Lessee to pay any Rental Payment or other payment required to btpaid hereunder at the time specified herein;and
(b) Failure by Lessee to observe and perform any covenant,condition or agreement on its part to be observed or performed,other than as referred to in
Section 13.01(a)or 13.01(e),for a period of 30 days after written notice,specifying such failure and requesting that it be remedied as given to Lessee by Lessor,unless Lessor
shall agree in writing to an extension of such time prior to its expiration;provided,however,it"the failure stated in the notice cannot be corrected within the applicable period
Lessor will not unreasonably withhold its consent to an extension of such time if corrective action deemed appropriate by Lessor in its sole discretion,is instituted by Lessee
within the applicable period and diligently pursued until the Default is corrected;and
(c) Failure by Lessee to maintain insurance on the Project in accordance with Section 8.03 hereof,and
(d) Initiation by Lessee of a proceeding under any federal or state bankruptcy or insbvency law seeking relief under such laws concerning its
indebtedness.
The foregoing provisions of this Section 13.01 are subject to j)the provisions of Section 6,06,and(it)if by reason offarce maieure Lessee is unable in whole or
in part to carry out its agreement on its part herein contained,other than the obligations on the part of Lessee contained in Article 6 and Section 8.03 hereof,Lessee shall not
be deemed in Default during the continuance of such inability. The term"forcemajeure"as used herein shall mean,without limitation,the following: acts of Gad,strikes,
lockouts or other industrial disturbances;acts of public enemies,orders or restraints of any kind of the government of the United States of America or of the state wherein
Lessee is located or any of their departments, agencies or officials,or any civil or military authority; insurrections; hots; landslides;earthquakes; fires;stoma;droughts;
floods;or explosions.
Section 13.02. Remedies on Default whenever any Event of Default referred to in Section 13.01 hereof shall have happened and be
continuing,Lessor shall have the right,at its sale option without further demand or notice,to take one or any combination of the following remedial steps:
(a) Terminate this Agreemem,enter onto the Project Site and retake possession of the Project wherever simated,without any court order or other process
of law and without liability for entering the premises,and sell,lease,sublease or make other disposition of the Project and the Project Site for late over the term permissible
under the Ground Lease in a commercially reasonable manner, all for the account of Lessee;provided that Lessee shall remain directly liable for the deficiency, if any,
between(i)the rent and other amounts due and payable by Lessee through the balance of the then current Original Term or Renewal Term,and(ii)the rent or other amounts
paid by a lessee or sublessee of the Project pursuant to such lease or sublease during the same period of time,after deducting all costs and expenses,including reasonable
attorneys'tees and expenses,incurred with respect to the recovery,repair and storage of the Project during such period of time.
(b) Proceed by appropriate court action to enforce performance by Lessee of the applicable covenants of this Agreement or to recover for the breach
thereof,including the payment of all amounts due from Lessee hereunder;subject,however,to the provisions of Section 6.06 hereof.
(c) Use or retake such portion of the Project as Lessor,in its sole discretion and as permissible under the Ground Lease,may decide.
All of Lessee's right,title and interest in the Project,the possession of which is retaken by Lessor upon the occurrence of an Event of Default(includinggvithout
limitation,warranties,guaranties or completion assurances applicable to such Project),shall terminate immediately upon such repossession.
Section 13.03, Return of Project. Upon an Event of Default,Lessee agrees to allow Lessor to recover theProject,the costs and expenses of which
shall be additional amounts due to Lessor hereunder,at Lessee's sole cost and expense.
Section 13.04. No Remedv Exclusive. No remedy herein conferred upon or reserved to Lessor is intended to be exclusive and eery such
remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement now or hereafter existing at law or in equity. Any repossession or
subsequent disposition or lease by Lessor of the Project shall not bar an action against Lessee for a deficiency,and the bringing of any action against or the entry ofjudgment
against Lessee shall not bar Lessor's right to repossess the Project. No delay or omission to exercise any right or power accruing upon any Default shall impair any such right
or power or shall be construed to be a waiver thereof,but any such right and power may be exercised from time to time and as often as may he deemed expedient.
ARTICLE 14
MISCELLANEOUS
Section 14.01. Notices. All notices, certificates or other communications hereunder shall be sufficiently given and shall be deemed given when
delivered or mailed by certified mail,postage prepaid,to the parties at their respective places of business.
Section 14.02. Binding Effect This Agreement shall inure to the benefit of and shall be binding upon Lessor and Lessee and their respective
successors and assigns.
Section 14.03. Sevembility. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of comptent
jurisdiction,such holding shall not invalidate or render unenforceable any other provision hereof,and the invalid or unenforceable provision shall be reformed and revised to
be enforceable to the full extent permissible under the laws of the State.
Section 14.04. Amendments. The terms of this Agreement shall not be waived, altered, modified, supplemented or amended in any manner
whatsoever except by written instrument signed by Lessor and Lessee,nor shall any such amendment that affects the rights of Lessor's assignee be effective without such
assignee's consent.
Section 14.05. Execution in Counterparts. This Agreement may be executed in several counterparts,each of which shall be an original and all of
which shall constitute but one and the same instrument.
Section 14.06. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the state of Califarm&
Section 14.07. Captions. The captions or headings in this Agreement are for convenience only and m w way define,limit or describe the scope or intent
of any provisions or sections of this Agreement.
Section 14.08. Entire Agreement. This Agreement constitutes the entire a treement between Lessor and Lessee as to the matters herein described. No
waiver, consent, modification or change of terms of this Agreement shall bind either parry unless in writing signed by both parties, and then such waiver, consent.
modification or change shall be effective only in the specific instance and for the specific purpose given. There are no understandings, agreements, representations or
warranties,express or implied,not specified herein regarding this Agreement or the Project leased hereunder. Any terms and conditions of any purchase order or other
document(with the exception of Supplements)submitted by Lessee in connection with this Agreement which are in addition to or inconsistent with the terms and conditions
of this Agreement will not be binding on Lessor and will not apply to this Agreement. Lessee,by the signature below of its authorized representative acknowledges that it has
read this Agreement,understands it,and agrees to be bound by its terms and conditions.
IN WITNESS WHEREOF, Lessor has executed this Agreement in its corporate name and attested Ilr its duly authorized officers, and Lessee has caused this
Agreement to be executed in its corporate name and attested by its duly authorized officers. This document is dated as of the Accrual Date,whether or not executed as of
such date.
LESSEE:Truckee Donner Public Utility District
By:
Title:
Date:
STATE OF
COUNTY OF
On 20_ before me PERSONALLY APPEARED of the Truckee
Donner Public Utility District,and acknowledged the foregoing instrument to be his/her free act and deed in his/her said capacity and the free act and deed of the
Truckee Donner Public Utility District.
Notary Public
Print Name
Notary Expiration Date:
LESSOR: Municipal Services Group,Inc.
By:
Title:
Date:
STATE OF
COUNTY OF
On 20_, before me PERSONALLY APPEARED of Municipal
Services Group,Inc.,and acknowledged the foregoing instrument to be his/her free act and deed in his/her said capacity and the free act and deed of Municipal
Services Group,Inc.
Notary Public
Print Name
Notary Expiration Date:
EXHIBITS
TO
MUNICIPAL PROJECT LEASE AND OPTION AGREEMENT NUMBER 1550
Entered into as of April 1, 2002, (the "Dated Date"),whether or not executed as of such date, by and between Lessor and Lessee,these Exhibits are
made a part of Municipal Project Lease and Option Agreement Number 1550 and all terms and conditions of said Agreement with respect to Lessee's
and Lessor's rights in the Project described in the Agreement are hereby incorporated.
These Exhibits consist of.
Exhibit A Resolution of Governing Body
Exhibit B Opinion of Lessee's Counsel
Exhibit C Certificate as to Arbitrage
Exhibit D Description of Project and Project Site
Exhibit E Schedule of Payments
Exhibit F Acceptance Certificate
Exhibit G Insurance Coverage Requirements
Supplements: 8038-G IRS Filing
Ground Lease
LESSOR: Municipal Services Group,Inc. LESSEE: Truckee Donner Public Utility District
By: By:
Title: Title:
Date: Date:
EXHIBIT A
RESOLUTION OF GOVERNING BODY
EXTRACT OF MINUTES
LESSEE: Truckee Donner Public Utility District
At a duly called meeting of the governing body of Lessee held on the day of ,the following Resolution
was introduced and adopted.
RESOLVED, whereas the governing body of Lessee has determined that a true and very real need exists for the construction of the Project described
in the Municipal Project Lease and Option Agreement No. 1550(the"Agreement")presented to this meeting;and
WHEREAS, the governing body of Lessee has taken the necessary steps, including any legal bidding requirements, under applicable law to arrange
for the construction of such Project,
WHEREAS,the governing body hereby directs its legal counsel to review the Agreement and negotiate appropriate modifications to said Agreement
so as to assure compliance with state law and local statutory law, prior to execution of the Agreement by those persons so authorized by the
governing body for such purpose,
BE IT RESOLVED,by the governing body of Lessee that:
1 Approval: Authorized Officers. The terms of said Agreement are in the best interests of Lessee for the construction of such Project, and the
governing body of Lessee hereby authorizes the execution, delivery, and performance by Lessee of the Agreement and the Ground Lease, and
designates and confirms the following persons to execute and deliver the Agreement,the Ground Lease,and any related documents necessary to the
consummation of the transactions contemplated by the Agreement.
2. Findines. The construction of the Project, under the terms and conditions provided for in the Agreement, is necessary, convenient, in the
furtherance of and will at all times be used in connection with Lessee's governmental and proprietary purposes and functions (except to the extent
that subleasing of the Project is permitted under terms of the Agreement)and are in the best interests of Lessee,and no portion of the Project will be
used directly or indirectly in any trade or business carried on by any person other than a governmental unit of the State on a basis different from the
general public.
3. Maintenance. Lessee covenants that it will perform all acts within its power which are or may be necessary to insure the maintenance of its legal
status as being a duly organized and existing entity under the laws of the State, which status is the basis for the interest portion of the Rental
Payments coming due under the Agreement to at all times remain exempt from federal income taxation under the laws and regulations of the United
States of America as presently enacted and construed or as hereafter amended.
Signature of Party to Execute Municipal Project Lease and Title
Option Agreement and Exhibits
Signature of Party to sign Draw Requests/Acceptance Certificate Title
Full Force and Effect. The undersigned further certifies that the above Resolution has not been repealed or amended and remains in full force and
effect and further certifies that the above and foregoing Agreement is the same as presented at said meeting of the governing body of Lessee.
(SEAL) Secretary/Clerk
EXHIBIT B
OPINION OF LESSEE'S COUNSEL
(Letterhead of Lessee's Counsel)
Date
Municipal Services Group.Inc.
5125 S.Kipling Parkway,Suite 300
Littleton.CO 80127
Ladies and Gentlemen:
As Counsel for the Truckee Donner Public utility District, California ("Lessee"), we have examined duly executed originals of the
Municipal Project Lease and Option Agreement No. 1550 and the Ground Lease (collectively, the "Agreements") by and between Lessee and
Municipal Services Group, Inc.("Lessor"),the proceedings taken by Lessee to authorize and execute the Agreements together with the other related
documents, and the Constitution and laws of the state of California(the"State")as presently enacted and construed. Based upon said examination
and upon such other examination as we have deemed necessary or appropriate,it is our opinion that:
1. Lessee was duly organized and is validly existing under the Constitution and laws of the State as a political subdivision of the State.
2. The Agreements have been duly authorized, executed, and delivered by Lessee, pursuant to Constitutional, statutory and/or home rule
provisions which authorized this transaction and the Resolution attached as Exhibit A to the Municipal Project Lease and Option Agreement.
3. The Resolution has been dul adopted and is a valid and binding obligation of Lessee.
4. The Agreements are legal,valid,and binding obligation of Lessee,enforceable in accordance with their terms. In the event Lessor obtains
a judgment against Lessee in money damages, as a result of an Event of Default under the Municipal Project Lease and Option Agreement, Lessee
will be obligated to pay such judgment.
5. Applicable public bidding requirements have been complied with.
6. To the best of my knowledge,no litigation is pending or threatened in any court or other tribunal,state or Federal, in any way questioning
or affecting the validity of the Resolution or the Agreements.
7. The signatures of the officers of Lessee which appear on the Agreements are true and genuine; I know said officers and know them to hold
the offices set forth below their names.
8. Lessee is a political subdivision within the meaning of Section 103 of the Internal Revenue Code and the related regulations and rulings
and the portion of payments identified as interest charges to maturity, upon receipt, will not be includable in Federal gross income under statutes,
regulations,court decisions and rulings existing on the date of this opinion and consequently,will be exempt from present Federal income taxes and
income tax of the State of California.
This Opinion of Counsel may be relied upon by any assignee(s)of Municipal Services Group,Inc..
Attorney for Lessee
Agreement No. 1550
EXHIBIT C
CERTIFICATE AS TO ARBITRAGE
I, the undersigned officer of the Truckee Donner Public Utility District in the state of California (the "Lessee") being the person duly
charged, with others, with responsibility of issuing Lessee's obligation in the form of that certain Municipal Project Lease and Option Agreement
Numbered 1550 (the "Agreement") by and between Lessee and Municipal Services Group, Inc. as lessor ("Lessor") HEREBY CERTIFY that:
Capitalized terms used but not defined herein shall have the meaning provided in the Agreement.
1. The Agreement was executed and delivered by Lessee under and pursuant to existing law to finance the construction of the
Project as described in the Agreement.
1 Pursuant to the Agreement. Lessee is entitled to the use and possession of the Project in consideration for the obligations of
Lessee under and pursuant to the Agreement. The Project will be used in furtherance of the public purposes of Lessee and only for the performance
of one or more governmental or proprietary functions of Lessee consistent with the permissible scope of Lessee's authority.
3. Lessee does not intend to sell the Project during the term of the Agreement. Lessee will not receive any monies, funds or other
"proceeds" as a result of the execution or delivery of the Agreement other than as described in Paragraph 6 hereof.
4. Lessee has not established any sinking fund from which it intends to make payment under the Agreement, and no monies are
pledged other than amounts annually appropriated from the General Fund or other legally available funds ofLesse in amounts equal to the required
payments under the Agreement. No other monies, except as set forth in the Agreement, are pledged to the payments due under the Agreement or
reasonably expected to be used to pay principal and interest payments due under the Agreement.
5. Lessee certifies that the Project(as defined in the Agreement)is or will be owned and operated by Lessee and will not be used in
the trade or business of any person on a basis different from the general public.
6. The proceeds to be derived from the Agreement by Lessor or its assignee on the date hereof IS )together with
anticipated investment earnings thereon IS )are expected to pay the costs of the construction of the Project($ )
and the financing and legal costs in respect of the execution and delivery of the Agreement. Accrued interest from the Accrual Date not to exceed the
interest for a period of six(6)months, in the amount of($ ),and investment income from the Acquisition Fund shall be retained by
Lessor or its assignee, if any. The proceeds derived from the sale of an interest in rights to receive Rental Payments under the Agreement,together
with anticipated investment earnings thereon, will not exceed the amount necessary for the purpose of the Agreement. It is anticipated that the
construction of the Project will proceed with due diligence to completion by and that all of the proceeds derived from the
Agreement will be spent within the eighteen(18)months following the execution and delivery of the Agreement and this certificate.
T Lessee has not received notice that its Certificate may not be relied upon with respect to its own issues, nor has it been advised
that any adverse action by the Commissioner of Internal Revenue is contemplated.
To the best of my knowledge, information, and belief the expectations herein expressed are reasonable and there are no facts,estimates or
circumstances other than those expressed herein that would materially affect the expectations.
LESSEE: Truckee Donner Public Utility District,California
By:
Title:
Date:
Agreement No. 1550
EXHIBIT D
DESCRIPTION OF PROJECT
The Project which is the subject of the attached Municipal Project Lease and Option Agreement is as follows:
Water Supply Project,to include
Drilling of a test well to determine the quantity and quality of water available
Drilling of a production-sized well to provide 1,500 to 2,000 gallons per minute of capacity
The construction of a building to house equipment
The purchase and installation of the pump and electrical equipment
The construction of 5,000 feet of transmission water main to deliver the water to the District's system
Together with all additions,accessions and replacements thereto.
The Legal Description of the"Project Site"is as follows:
Together with all additions,accessions and replacements thereto.
Lessee hereby certifies that the description of the Project set forth above constitutes an accurate description of the"Project", as defined in
the attached Municipal Project Lease and Option Agreement.
LESSEE: Truckee Donner Public Utility District,California
By:
Title:
Agreement No. 1550
EXHIBIT E
SCHEDULE OF PAYMENTS Page 2 of 2
Base Interest Rate: 5.98%
U.S.Treasury Note Yield: 3.34%
U. S.Treasury Note Index Percent: 179.04%
Adjusted Base Interest Rate:
Dated Date: Apri 1 1,2002
Provided all documents have been returned in a form acceptable to Lessor within thirty (30) days of the Dated Date (the 'Period"),then the Base
Interest Rate can remain in effect during the Period. In the event all documents have not been returned within the Period, in a form acceptable to
Lessor, and/or if the U. S. Treasury Note Yield for a maturity comparable to the Lease Term increases significantly, Lessor reserves the right to
adjust and determine a new Base Interest Rate(the"Adjusted Base Interest Rate")pursuant to the provisions hereof. The Adjusted Base Interest Rate
shall be determined by multiplying the U_ S. Treasury Note Yield for a maturity comparable to the Lease Term (as of the business day immediately
preceding the receipt of the documents by Lessor) by the U. S. Treasury Note Index Percent. Such Adjusted Base Interest Rate shall be the
applicable interest rate for the principal balance of the Project that is the subject of this Agreement, and Lessor and Lessee shall execute a revised
Exhibit E to this Agreement to acknowledge such change.
LESSEE: Truckee Donner Public Utility District,California
By:
Title:
EXHIBIT E
SCHEDULE OF PAYMENTS Agreement No. 1550
DATED DATE: Apr 01, 2002
Truckee Donner Public Utility District
PMT PAYMENT PRINCIPAL INTEREST PURCHASE
# DATE PAYMENT PORTION PORTION PRICE
1 15 - Sep-02 76,430.00 31,580.00 44,850.00 1,538,233.01
2 15 - Mar-03 76,430.00 32,524.25 43,905.76 1,502,181.63
3 15 - Sep-03 76,430.00 33,496.72 42,933.28 1,465,183.90
4 15 - Mar-04 76,430.00 34,498.27 41,931,73 1,427,214.98
5 15 - Sep-04 76,430.00 35,529,77 40,900.23 1,388,249.37
6 15 - Mar-05 76,430.00 36,592.11 39,837.89 1,348,260.92
7 15 - Sep-05 76,430.00 37,686.21 38,743.79 1,307,222.77
8 15 - Mar-06 76,430.00 38,813.03 37,616.97 1,265,107.37
9 15 - Sep-06 76,430.00 39,973.54 36,456.46 1,221,886.44
10 15 - Mar-07 76,430.00 41,168.75 35,261.25 1,177,530.96
11 15 - Sep-07 76,430.00 42,399.69 34,030.31 1,132,011.15
12 15 - Mar-08 76,430.00 43,667.44 32,762.56 1,085,296.44
13 15 - Sep-08 76,430.00 44,973.10 31,456.90 1,037,355.47
14 15 - Mar-09 76,430.00 46,317.80 30,112.20 988,156.05
15 15 - Sep-09 76,430.00 47,702.70 28,727.30 937,665.15
16 15 - Mar-10 76,430.00 49,129.01 27,300.99 885,848.86
17 15 - Sep-10 76,430.00 50,597.97 25,832.03 832,672.39
18 15 - Mar-11 76,430.00 52,110.85 24,319.15 778,100.04
19 15 - Sep-11 76,430.00 53,668.96 22,761.04 722,095.17
20 15 - Mar-12 76,430,00 55,273.66 21,156.34 664,620.17
21 15 - Sep-12 76,430.00 56,926.34 19,503.66 605,636.45
22 15 - Mar-13 76,430.00 58,628.44 17,801.56 545,104.41
23 15 - Sep-13 76,430.00 60,381.43 16,048.57 482,983.40
24 15 - Mar-14 76,430.00 62,186.84 14,243.16 419,231.72
25 15 - Sep-14 76,430.00 64,046.22 12,383.78 353,806.55
26 15 - Mar-15 76,430.00 65,961.20 10,468.80 286,663.97
27 15 - Sep-15 76,430.00 67,933.44 8,496.56 217,758.90
28 15 - Mar-16 76,430.00 69,964.65 6,465.35 147,045.07
29 15 - Sep-16 76,430.00 72,056.60 4,373.40 74,475.00
30 15 - Mar-i7 76,430.00 74,211.06 2,218.94 (0,03)
TOTAL 2,292,900.00 1,500,000.00 792,900.00
LESSEE: Truckee Donner Public Utility District
BY:
TITLE:
Agreement No. 1550
EXHIBIT F
ACCEPTANCE CERTIFICATE
The undersigned, as Lessee under the Municipal Project Lease and Option Agreement(the "Agreement')with Municipal Services Group,
Inc. ('Lessor"), acknowledges receipt in good condition of the Project described in the Agreement this day of
and certifies that Lessor has fully and satisfactorily performed all of its covenants and obligations required under the
Agreement.
Lessee confirms that it will commence payments in accordance with Article 6 of the Agreement or the provisions of the Exhibit E.
The undersigned officer of Lessee hereby reaffirms in all respects the Certificate as to Arbitrage attached as Exhibit C to the Agreement,
and represents that, to the best of his or her knowledge, information and belief,the expectations therein expressed were reasonable as of the Accrual
Date on which they were made, and are reasonable as of this date, and that there were, and are as of this date, no facts,estimates or circumstances
other than those expressed therein that would materially affect the expectations expressed therein.
LESSEE: Truckee Donner Public Utility District,California
By:
Title:
Agreement No. 1550
EXHIBIT G
INSURANCE COVERAGE REQUIREMENTS
TO: Municipal Services Group,Inc.
5125 S. Kipling Parkway, Suite 300
Littleton,CO 80127
FROM: Truckee Donner Public Utility District
P.0. 309
Truckee,CA 96161
SUBJECT: INSURANCE COVERAGE REQUIREMENTS
L In accordance with Section 8.03 of the Municipal Project Lease and Option Agreement(the"Agreement'),we have instructed
the insurance agent named below(please fill in name,address and telephone number)
to issue:
a. All Risk Physical Damage Insurance on the leased Project(as defined in the Agreement)evidenced by a Certificate of Insurance
and Long Form Loss Payable Clause naming Lessor"and/or its assigns"as Loss Payee.
b. Public Liability Insurance evidence by a Certificate of Insurance naming"Lessor and/or its assigns"as an Additional Insured.
Minimum Coverage Required:
$1,000,000.00 general aggregate
C. Business interruption insurance
d. Contractor's general liability and builder's risk insurance
OR
2. Pursuant to Section 8.03 of the Agreement,we are self-insured for all risk,physical damage,and public liability and will provide
proof of such self-insurance in letter form together with a copy of the statute authorizing this form of insurance.
3. Proof of insurance coverage will be provided to Lessor prior to the time that the Project is constructed and/or delivered to us.
LESSEE: Truckee Donner Public Utility District
By:
Title:
GROUND LEASE
This Ground Lease (the "Ground Lease"), dated as of April 1, 2002, is entered into by and between the Truckee Donner Public Utility
District, California,existing pursuant to the constitution and laws of the state of California, ("District")as lessor, and Municipal Services Group, Inc.
("MSG"),as lessee:
WITNESSETH
WHEREAS, MSG intends to construct certain improvements on the real estate described in Exhibit A attached hereto and made a part
hereof (the "Land"). The Land, the improvements, and the equipment located thereon or therein are sometimes hereinafter referred to as the
"Project";and
WHEREAS, MSG intends to lease the improvements and equipment and sublease the Land to the District pursuant to a Municipal Project
Lease and Option Agreement dated as of the date hereof(the"Agreement").
NOW,THEREFORE,IT IS HEREBY MUTUALLY AGREED,AS FOLLOWS:
Section I. Lease. The District hereby leases to MSG,and MSG hereby rents and leases from the District the Land and all improvements.
fixtures and equipment of the District located on the Land(the"Premises").on the terms and conditions hereinafter set forth.
Section 2. Term. The term of this Ground Lease shall commence as of April 1, 2002, and shall end on April 1,2032, unless such term is
sooner terminated as hereinafter provided.
Section 3. Rental. As and for rental hereunder and in full consideration for the leasing of the Land and the Premises to MSG,the receipt
and sufficiency of which are hereby acknowledged by the District,MSG,or its assignee,if any,shall:
(a) Simultaneously with the delivery of this Ground Lease,enter into the Agreement;and
(b) Deposit funds in an Acquisition Fund(as defined in the Agreement)to pay costs of the construction and installation of
the Project on the Land.
Section 4. Owner in Fee. The District warrants that it is the owner of unencumbered fee title to the Land.
Section 5. Assignments and Subleases. MSG may assign its rights under this Ground Lease or sublet the Project without the written
consent of the District(i) in connection with any assignment of its rights under the Agreement, (ii) if the Agreement is terminated for any reason
other than as described in Section 6 hereof,or(iii)if an"Event of Default"as defined in the Agreement has occurred.
Section 6. Termination. This Ground Lease shall terminate upon the completion of the term set forth in Section 2,provided however, in
the event the District makes payment of the purchase price and other amounts due under the Agreement or makes all of the rental payments provided
for in Article VI of the Agreement and other amounts due under the Agreement and exercises the option to purchase MSG's interest in the Project
pursuant to Article XI of the Agreement, then this Ground Lease shall be considered assigned to the District and terminated through merger of the
leasehold interest with the fee interest if the District is the owner of the fee interest and elects to terminate the leasehold interest so acquired from
MSG. MSG agrees, upon such assignment and termination or upon termination of this Ground Lease upon completion of the term set forth in
Section 2, to quit and surrender the Project (except as provided in the following paragraph), and agrees that any permanent improvements and
structures existing upon the Land at the time of the termination of this Ground Lease and any equipment described in the Agreement shall remain
thereon and title thereto shall vest with the District.
If an "Event of Default" under the Agreement shall occur and be continuing,MSG shall have the right to possession of the Project for the
remainder of MSG's Lease Term and shall have the right to sublease the Project or sell its interest in the Project and this Ground Lease upon
whatever terms and conditions it deems prudent,and the District shall recognize the assignee/purchaser as lessee hereunder.
Section 7. Default. The District shall not have the right to exclude MSG from the Project or take possession of the Project(other than
pursuant to the Agreement)or to terminate this Ground Lease prior to the expiration of its term upon any Default by MSG hereunder, except that if,
upon the exercise of the option to purchase MSG's interest in the Project granted to the District in Section 11.01 of the Agreement and after the
payment of the purchase price specified therein and other sums payable under the Agreement, MSG fails to convey its interest in the Project to the
District pursuant to said option,then the District shall have the right to terminate this Ground Lease,such termination to be effective thirty(30)days
after delivery of written notice of such termination to MSG.
Section 8. Quiet Eniovment. MSG at all times during the term of this Ground Lease shall peaceably and quietly have, hold and enjoy all
of the Project, and shall have the right to assign this Ground Lease and, following termination of the Agreement(other than following the exercises
of the District's option to purchase)to sublease the Project.
Section 9. Taxes. The District covenants and agrees to pay any and all assessments of any kind or character and also all taxes levied or
assessed upon the Land or any part of the Premises.
Section 10. Waiver of Personal Liability. All liabilities under this Ground Lease on the part of MSG are solely corporate liabilities of
MSG as a corporation, and. to the extent permitted by law, the District hereby releases each and every incorporator,member, director and officer of
MSG of and from any personal or individual liability under this Ground Lease. No incorporator, member, director or officer or MSG shall at any
time or under any circumstances be individually or personally liable under this Ground Lease for anything done oromitted to be done by MSG under
the provisions of this Section I O.
The Land and the use thereof are in compliance with- and MSG will maintain the condition of the Land so that it shall remain in
compliance with, all applicable Taws, statutes, ordinances, rules and regulations of any governmental or quasi-governmental authority, specifically
including without limitation the Resource Conservation and Recovery Act and the Comprehensive Environmental Response, Compensation and
Liability Act, both as amended, and all other environmental protection or toxic waste or hazardous substance handling treatment, storage or disposal
laws,statures,ordinances, rules and regulations.
The District agrees to provide NISG with copies of any notifications of releases of oil or hazardous materials or substances or of any
environmental 'hazards or potential hazards(each a"Release")which are given by or on behalf of the District to any federal.state or local agencies or
authorities or which are received by the District from any federal,state or local agencies or authorities with respect to the Land. Such copies shall be
sent to MSG concurrently with their being mailed or delivered to the governmental agencies or authorities or within ten days afterthey are received
by the District.
The District agrees to provide MSG with copies of all emergency and hazardous chemical inventory forms (hereinafter "Notices") with
respect to the Land previously given, as of the date hereof,to any federal, state or local governmental authority or agency as required pursuant to the
Emergency Planning and Community Right-to-Know Act of 1986, 42 U.S.C.A. Section 1101 et, sea., and to provide MSG with copies of all such
Notices subsequently sent to any such governmental authority or agency as required pursuant to the Emergency Planning and Community Right-to-
Know Act of 1986. Such copies of subsequent Notices shall be sent to bfSG concurrently with their being mailed to any such governmental
authority or agency.
The District hereby covenants and agrees to indemnify,protect and hold harmless MSG and its successors and assigns from and against any
and all claims,demands, liabilities and costs, including without limitation attorneys'fees,arising from(a)any "Release" (as defined above)or threat
of a "Release," actual or alleged, or any "Hazardous Substances" (defined as`f) any dangerous, toxic or hazardous pollutant, contaminant, chemical,
material or substance listed or identified in,or regulated by,any Environmental Law,(ii)any of the following,whether or not included in the foregoing: asbestos,area
formaldehyde, polychlorinated biphenyls ("PCBs"), nuclear fuel or material, chemical waste, radioactive material, explosives, known carcinogens, and petroleum
products and by-products; and (in) any "recognized environmental condition", as that term is defined by the American Society for Testing and Materials in its
standards for environmental due diligence")upon or about the Land or respecting any products or materials previously or now located upon,delivered to
or in transit to or from the Land regardless of whether such release or threat of a release or alleged release or threat of a release has occurred prior to
the date hereof or hereafter occurs and regardless of whether such release or threat of a release or alleged release or threat of a release occurs as the
result of the negligence or misconduct of the District or any third party of otherwise,or(b) any violation, actual or alleged, of or any other liability
under or in connection with any Environmental Law(defined as"the Comprehensive Environmental Response, Compensation and Liability Act,42 U.S.C. §
9601 et seq.,the Resource Conservation and Recovery Act,42 U.S.C.§9601 et seq.,the Hazardous Materials Transportation Act,49 U.S.C. §1 802 et seq.,the Toxic
Substances Control Act, 15 U.S.C. §2601 et seq.,the Federal Water Pollution Control Act,33 U.S.C. § 1251 et seq.,the Clean Water Act,33 U.S.C. § 1131 et seq.,
the Clean Air Act, 2 U.S.C. §7401 et seq., and any other federal,state,county,municipal,local or other statute,law,ordinance,or regulation which may relate to or
deal with the human health or the environment,all as may be from time to time amended"), upon or about the Land or respecting any products or materials
previously or now located upon,delivered to or in transit to or from the Land,regardless of whether such violation or alleged violation has occurred
prior to the date hereof or hereafter occurs and regardless of whether such violation or alleged violation occurs as a result of the negligence or
misconduct of the District or any third party or otherwise. This agreement shall survive any termination of this Ground Lease.
Section 11. Eminent Domain. In the event the whole or any part of the Land is taken by eminent domain proceedings,the interest of the
Land shall be recognized; the proceeds of said condemnation to be applied as provided in the Agreement. The District agrees, to the extent lawful,
that it shall not exercise any rights of eminent domain with respect to the Project.
Section 12. Leaseback to the District: Term; Rental. Contemporaneously herewith MSG and the District will execute the Agreement
whereby MSG subleases back to the District and the District subleases from MSG the Premises,and MSG leases to the District and the District leases
from MSG the Project and the Premises in accordance therewith. Title to the Premises shall remain with the District at all times. The Agreement
between the parties includes the option of the District,upon payment of the purchase price,to purchase MSG's interest in the Project.
Section 13. Partial Invalidity. If any one or more of the terms,provisions,covenants or conditions of this Ground Lease shall to any extent
be declared invalid,unenforceable,void or voidable for any reason whatsoever by a court of competent jurisdiction, the finding or order or decree of
which becomes final, none of the remaining terms, provisions, covenants and conditions of this Ground Lease shall be affected thereby, and each
provision of this Ground Lease shall be valid and enforceable to the fullest extent permitted by law.
Section 14. Notices. All written notices to be given under this Ground Lease shall be given by mail to the party entitled thereto at its
address set forth in the Agreement,or at such address as the party may provide to the other parry in writing from time to time. Any such noticeshall
be deemed to have been received 48 hours after deposit in the United States mail in certified form,with postage fully prepaid.
Section 15. Section Headings. All section headings contained herein are for convenience of reference only and are not intended to define
or limit the scope of any provision of this Ground Lease.
Section 16. Applicable Law. This Ground Lease shall be governed by and construed in accordance with the laws of the state of California.
Section 17. Execution. This Ground Lease may be executed in any number of counterparts, each of which shall be deemed to be an
original but all together shall constitute but one and the same Ground Lease. It is also agreed that separate counterparts of this Ground Lease may
separately be executed by MSG and the District.
Section 18. Successors. This Ground Lease shall be binding upon and inure to the benefit of the parties and their respective successors
and assigns, including the holder of any mortgage, deed of trust,security or other interest granted by MSG in the Project or its leasehold interest in
the Land.
IN WITNESS WHEREOF, the Truckee Donner Public Utility District and Municipal Services Group, Inc. have caused this Ground Lease
to be executed by their respective officers thereunto duly authorized,all as of the date and year first above written.
Truckee Donner Public Utility District
By:
Title:
Date:
STATE OF
COUNTY OF
On 120 ,before me PERSONALLY APPEARED of the
Truckee Donner Public Utility District. and acknowledged the foregoing instrument to be his/her free act and deed in his/her said capacity and
the free act and deed of the Truckee Donner Public Utility District.
Notary Public
Print Name
Notary Expiration Date:
Municipal Services Group,Inc.
By:
Title:
Date:
STATE OF
COUNTY OF
On , 20_, before me PERSONALLY APPEARED of
Municipal Services Group,Inc.,and acknowledged the foregoing instrument to be his/her free act and deed in his/her said capacity and the free
act and deed of Municipal Services Group,Inc..
Notary Public
Print Name
Notary Expiration Date:
EXHIBIT A TO GROUND LEASE
LAND
! J I// 4'I
4
.� lnformationi' -turn for Tax-Exempt Governmental nbligat-sons
r°rrn Under Internal Revenue Code section 149(e) f OMB No. 1545-0720
(Rev. May 1999) - ► See separate Instructions.
nap nmr t or im 7loasury caution: Use Farm 8038•GC If the issue price is under S100,000•
inlfsral aavanw Snvlw
Reporting liuthor:�• I(Ar..ended Return, check here ► ❑
2 Issuor's employer identification number
1 Issuer rime
Truckee Donner Pualic Utility District
a Number anti street for P O box it mail is not delivered to sweet address) Roam/suac 4 Report number
P. 0. Box 309 G -
5 City, town, or post office,state and ZIP code ( a Data of issue
Truckee, CA 96161
7 Name or Issun 8 one number
Municipal Project Lease and Option Agreement #1550 None
9 Name and titto or officer or legal representative whom the IRS may call for more info rmailon 10 Tuiephone number of officer or legal representative
Mary Chapman, Manager of Administrative Services ( 530 1 587.3896
7vpe of Issue ( ck a ii *able box(es) and enter the issue rice) See instructions and auach schedule
che
11
11 ❑ Education . . . . . . . . . . . - . . . . . . . 12
12 ❑ hlcalth and hospital . . . . . . . . . . . . . - 13
13 ❑ Transportation . . . . . . . . . . . . . . . . . . . . . . . . . 14
14 ❑ Public safety. . . . . . . . . . . . . . . . . . . . . 15
1s ❑ Environment [including sewage bonds) - . . . . • ' ' ' . 16
16 ❑ Housing . . . . . . . . . . . . . . . . . . . . . . 17
17 99� Utilities . . . . . . . . .. . . . . . . 18
18 ❑ other. Describe ►
19 ff obligations are TANS or RANs, check box ► f 1 If cbligarions are BANS check box C
20 if Obligations arc in the form of a lasso or installment sale, check box . . . . .
Desc tion of Obli ations. (Corn fete for the entire issue for which this form is bale Piled:
(d Stated redemption ve wel ylad (e)vlmd
m
(a)rinnl maturity dale � (b)Issue pf1CC rRiaa at tna[urlty Average maturity
21 $ s - ears
Uses of Proceeds of Bond issue inciudin underwriters' discount
22
22 Proceeds used for accrued interest . . . .. . . . . . . . . . . . ' . . • • 23
23 Issue price or entire issue (enter amount from line 21, column (b)) . .I . • • . • .
24 Proceeds used for bond issuance costs (including underwriters discount) • 24
25
25 Proceeds used for credit enhancement •. . . . . . . . . . ,
26 Proceeds allocated to reasonably required reserve or replacement fund 26
27 Proceeds used to currently refund prior issues . . . . . . . cr
26 Proceeds used to advance refund prior issues . . . . . . . . , 26
Z�
29 Total (add tines 24 thrcuoh 28). .• . . • ' '
30 Nonrcfuflding proceeds of the issue subtract line 29 from line 23 and enter amount here . 30
OM Description of Refunded Bonds luomplete this part only For refunding bonds.) NIA years
31 Enter the remaining weighted average maturity of the bonds to be currently refunded . . • I* — N/A years
32 Enter the remaining weighted average maturity of the bonds to be advance refunded . • . ; "' NIA
33 Enter the last date on which the refunded bonds will be called . - - N A
34 Enter the dates the refunded bands were issued ►
A4i=_cellaneous N/A
35 Enter the amount of the state volume cap allocated to [he issue under section 141(b)(5) - 35
N/A
36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract(see instructions) 36a
b Enter the final maturity date of the guaranteed investment contract ► N/A
37 Pcolod `nancings: a Proceeds of this issue that arc to be used to make loans to other governmental units 37a
is If this issue is a loan made from the proceeds or another tax-exempt issue,check box ► ❑ and enter the name or the
issuer ► and the date of the issue ►
36 Il the issuer nas designated the issue under section 265(b)(3)(El)(i)((ll) (small issuer exception). chock box > �)
39 If the issuer !1as elected to pay a penalty in lieu of arbitrage rebate, check box . . . . . . . . . . . • > ❑
40 If the issuer Las identified a hedge, check box . . . . • . • • I • 1 ►
unarr penalises of pc)ury. I dacara toot I have asamired INS Mauro and acxm..panykly schedocs'enA scatemeni;, and to Inc best of my knowleaga
ry,^, hdief tnay as uue.Correa. and curnplem
Please
Sign
Here $innatufe or issuer's authorized n prew1unive Uv x Type x print namr,and title