HomeMy WebLinkAboutFinance New water storage tank RESOLUTION NO. 02_
OF THE
TRUCKEE DONNER PUBLIC UTILITY DISTRICT
APPROVING AGREEMENT TO FINANCE THE CONSTRUCTION
OF A NEW WATER STORAGE TANK
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
water storage tank described in the Municipal Project Lease and Option
Agreement No. 1551 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.
4. 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.1551
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
P.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 tease 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 Term shall be the same as the terms and
conditions during the Original Term 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 Term.
(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, rates 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
governmental agencies or out or within ten days'after they are received by Lessee.
Lessee agrees to provide Lessor with copies of ail 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 savernmental 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 governments[
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"(asdefred 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
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 lease 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 U.S.C.§9601 at 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 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 Terms 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, (ii) any of the following, whether or not included in the foregoing: asbestos, urea 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 Tem. Rental Payments shall be payable by Lessee to Lessor or its assignee in the amounts
and at the times during the Lease Term 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 manufacturer/contractor from whom Lessee
purchased or is purchasing the Project.
ARTICLE 3
DEPOSIT OF NIONIES;ACQUISITION AND LEASE OF PROJECT
Section 3.OI. Deoos[of Monies T a sfe s Uoon Aec^prance. 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 Exhibit E,Schedule of Payments.
Upon the expiration of three years from the Accmai 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)/Contractor(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 army
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 make
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,
Section 3.03. Payment of AcquisitionCosts. 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)/Contractor(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 4
LEASE TERM
Section 4.01. Lease of Protect. Lessor hereby demises,leases,and lets to Lessee,and Lessee rents,leases,and hires from Lessor,the(i)Project
and(it)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 Tenn. The Lease Tenn shall commence on the Accrual Date and shall terminate the last day of Lessee's
then current fiscal year. The Lease Tem 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 Tem or Renewal Tem 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 Term 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 Term 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 1 I hereof;
(c) a Default by Lessee and Lessor's election to terminate this Agreement under Anicie 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 tares 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
Term, 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 6.02. Payment of Rental nay ne tts. Lessee shall pay Rental Payments exclusively from legally available monies from ibLotneral 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(525.00)late charge will be assessed plus finance charges based on the applicable unpaid Rental Payment at
the rate equal to the Iesser 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 Pavments to 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 VendodContractor, 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 as 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 Term 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. In 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 Renevod erm,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 Tenn. 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 Term. 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 time on which the next occurring Renewal Term 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
LEASEHOLD INTEREST
Section 7.01. Leasehold Interest. Lessee agrees to execute such documents, including financing statements, deeds, affidavits, notices and similar
instruments, in forth 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'ounaterialmen'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 Term,at Lessee's own cost and expense,to
cause maintenance to be perforated 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 to=(except for income taxes of Lessor),Lessee will pay during the Lease Term,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,eleetriDistrict,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,contractors 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 actuar=al 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 and as a Lender Loss Payee thereunder. All insurance proceeds from casualty losses shall be payable as
hereinafter provided in this Agreement. Lessee shall furnish to Lessor Certificates evidencing such coverage throughout the Lease Teri,
Lessee shall notify Lessor within five(5)bunness days of any event of damage to or destruction of the Prcjeer
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(a 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 Firstsiving 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 irep
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
same 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 annum,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. Furthermore,to the extent applicable pursuant to Section 148(f)of the Code.
Lessee covenants to complete or cause to be completed all repotting 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 assignees)and Lessee shall at all times do and perform all was 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. Damage 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 Tenn(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 11 hereof.
Section 9.02. Insufficiency of Net Proceeds. If the Net Proceeds are insufficient to pay in full 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 attorney-m-fact during theLease Tenn,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 my 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 ofthe 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,carelessly,in violation of my applicable law or in a manner contrary to that contemplated by this Agreement Lessee shall
provide or cause to be provided all permits and licenses, if any, necessary for the operation of the Prtljcet,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(7 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 it
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 Rare 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 m 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 Lessors 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 Q Lessee shall have received notice of the assignment or
reassignment disclosing the name and address of the assignee orsubassignee,and(it)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 trust 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 fumish 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,set-off 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 financingtatememts 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 tax purposes of the interest component of the Rental Payments.
Section 12.03. Release and Indemnification Covenants. Except for the intentional or negligent acts of Laser or any of its employees or agents
thereof arising out of 1)entering into this Agreement,and/or 2)any liability,obligation,loss,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 as the result of the entering into of this Agreement in connection with the ownership or intended
ownership,delivery,rejection,storage or remm 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. Lessee's 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 if default"under this Agreement and the terms"Event of Default" amid
"Default"shall mean,whenever they are used in this Agreement,any one or more ofthe following events:
(a) Failure by Lessee to pay any Rental Payment or other payment required to braid 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(c),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,if 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 insAvency law seeking relief under such Taws concerning its
indebtedness.
The foregoing provisions of this Section 13,01 are subject to p)the provisions of Section 6.06,and(it)if by reason offoree 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 God,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; riots; landslides;earthquakes;fires;storms; 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 sole option without further demand or notice,to take one or any combination of the following remedial steps:
(a) Terminate this Agreement,enter onto the Project Site and retake possession of the Project wherever situated,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 use 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 Tenn or Renewal Term,and(n)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
attomeys'fees 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 byLessee 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 hncludingyvithout
limitation,warranties,guaranties or completion assurances applicable to such Project),shall terminate immediately upon such repossession.
Section 13.03. Return of Proiete 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 warning 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 be 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. Severabilitv. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of com¢ent
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 California.
Section 14,07, Cautions. The captions or headings in this Agreement are for convenience only and in it 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 agreement between Lessor and Lessee as to the matters herein described. No
waiver, consent, modification or change of terms of this Agreement shall bind either party 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 ly 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 1551
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 1551 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. 1551 (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. Findings. 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. 1551 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 tares 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. 1551
EXHIBIT C
CERTIFICATE AS TO ARBITRAGE
1, 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 1551 (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.
2. 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. j
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($ )together with
anticipated investment earnings thereon IS we 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.
7. 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. 1551
EXHIBIT D
DESCRIPTION OF PROJECT
The Project which is the subject of the attached Municipal Project Lease and Option Agreement is as follows:
Storage Project,to include
Grading and site work to accommodate new water storage tank
Construction of a 1.5 million gallon water storage tank
Construction of 2,000 feet of water transmission main
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. 1551
EXHIBIT E
SCHEDULE OF PAYMENTS Page 2 of
Base Interest Rate: 5.98%
U. S.Treasury Note Yield: 5.34%
U. S.Treasury Note Index Percent: 111.99%
Adjusted Base Interest Rate:
Dated Date: Apri 1 I,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 fo= 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 Or PAYMENTS Agreement No. 1551
DATED DATE: Apr 01, 2002
Truckee Donner Public Utility District
PMT PAYMENT PRINCIPAL !NTEREST PURCHASE
DATE PAYMENT PORTION PORTION PRICE
1 15 - Mar-03 102,828.26 43,028.26 59,800,00 1,001,783.79
2 15 - Mar-04 102,828.26 45,601.36 57,226.91 951,549,19
3 15 - Mar-05 102,828,26 48,328.31 54,499.95 898,677.26
4 15 - Mar-06 102,828.26 51,218.34 51,609,92 843,029.56
5 15 - Mar-07 102,828.26 54,281.20 48,547.06 784,460.36
6 15 - Mar-08 102,828,26 57,527.22 45,301.04 722,816.27
7 15 - Mar-09 102,828.26 60,967.34 41,860.92 657,935.87
8 15 - Mar-10 102,828.26 64,613.19 38,215.07 589,649.25
9 15 - Mar-11 102,828.26 68,477.06 34,351.20 517,777.58
10 15 - Mar-12 102,828.26 72,571.99 30,256.27 442,132.65
11 15 - Mar-13 102,828.26 76,911.79 25,916.47 362,516.36
12 15 - Mar-14 102,828.26 81,511.12 21,317.14 278,720.21
13 15 - Mar-15 102,828.26 86,385,48 16,442.78 190,524.77
14 15 - Mar-16 102,828,26 91,551.33 11,276.93 97,699.06
15 15 - Mar-17 102,828.26 97,026,08 5,802.18 0.00
TOTAL 1,542,423.84 1,000,000,00 542,423.84
LESSEE: Truckee Donner Public Utility District
BY:
TITLE:
Agreement No. 1551
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. 1551
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.O.309
Truckee,CA 96161
SUBJECT: INSURANCE COVERAGE REQUIREMENTS
I. 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.Califmr ia,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 1. 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 t. 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 Enjoyment. 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. Tares. 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 of 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 10.
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 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.
The District agrees to provide MSG 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 MSG 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 parry 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 in 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 ,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:
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
'rmation Return f yr Tax-Exanipt Governmental Obligati,
nm tev�au-v
l Under InSernal Revenue CM_e section 149(e) � CMB,go 15dSA72a
(Rov-May 1999) > See separate Instructions, i
nepanmont of:nc ID Incn 11 Caution Use Form 803a-GC if the issue price is under S70b,..d0. 11
imrnml ant oft 7T,
y Authority ity If Amended Return, check here
R2eno-tint
1 issuer's nomc i 2 !ssuer's employer Identification number
Truckee Dounez Public Utility District
3 Number and sweet (or P G. box if mail is not delivered to street address) Room Report p/suite 4 Re number
P. o. Sox 3C9 I d -
5 Cioi. town, or post office,state. and ZIP code 6 Cate of issue
Truckee, CA 96161
7 Namo of i,eun 8 CUSIP number
Matnicipal Project Lease.and Option Agreement #1551 None
9 Name and title of officer or legal representative whom the IRS may cell for more information I 10 irJr!phcne number of o/,'tcer or lend iepteSCN21i4e
Mary Chapman, Manager of Administrative Services i 530 ) 587.3896
Ty e of Issue (check applicable box(es) and enter the issue price) Sce instructions and arach schedule
11 ❑ Education . . 11
12 ❑ Hoalth and hospital . . . . . . . . , . 12
13 ❑ Transportation , . . . . . . . . . . . . . . . . g14
14 ❑ Public safety. , . . . . . . . . . .15 ❑ Environment (including sewage bonds) . . .is ❑ Housing . . . . . . . . . . .
17 IR Utilities . . . . . . . . . . . . . . . . .. . . . . 17 t
18 ❑ Other Describe ► 18
19 (f obligations are TANS or RANs, check box b ❑ if obligatcns arc BANS, check box b ❑
20 If oolit atlons arc in the form of a loase or installment sale, check box > ❑
Descri tion of Obli ations. Complete for the entire issue for which this form is being filed.)
a)rinni moluril .late lb)Issue ❑ce (cl Ste tad rndemprien (d)Woightcd (a)Ylcid
( Y'•� p price at maturity avemt7e maturity
Years j %
• , mrs Us of Process of Bond Issue (inciudina unabrwrlters discuin a).
22 Proceeds used for accrued interest . , . . . . 1-2 i
23 issue price of entire issue (enter amount from fine 21, column (b)) . 23
24 Proceeds used for bond issuance costs (including underwriters discount) 24
25 Pro cocoa usnd for credit enhancement
26 Proceeds allocated to reasonably required reserve or replacement fund 26
Z7 Procoods usod to currently refund prior issues _ 27
28 Proceeds used to advance refund prior issues 28
ze Total (=d_ fines 24 to ouch 22) . . . . . . . .
30 Nonrefundina proceeds of the issue(subtract line 29 from tine 23 and enter amount here). 0
description of Refunded Bonds (Complete this part only for refunding bonds.)
31 Enter the remaining weighted average maturity of the bonds to be currently refunded , , . > N/A years
32 Enter the remaining weighted average maturity of the bonds to be advance refunded . . , > ft/A years
33 Enter the last date on which the refunded bonds will be called . > A
34 Enter the date(s) the refunded bonds were issued ► N/A
C4t5iceilaneous
35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) , . 35 1 N/A
t/=ee :+stvcGens 36a N/A
363 Enter trio amount of gross proceeds inv..a[9G or to be invested it a guarnte_ti irvscment cony act,-. ) -
b Etter the final maturity date of trie guaranteed f^vas::.,cnt contract 16.
37 Pooled financings; a Proceeds of this 'issue that are to be used to snake!cans to other governmental units 37a A/A
b if this issue is a loan made from the proceeds of another tax-exempt issue, check box i ❑ and enter the name of the
Issuer 1 and the date of the issue r
36 If tha Issuer has designated the issue under section 265(b)(3)(S)fi)(111) (small issuer exception) check box Y
39 if the issuer has elecicd to pay a penalty in lieu of arbitrage rebate, check box . . . . . . . . . . } ❑
40 If the issuer has identified a hedee, check box > ❑
Linder pe.rulnRz of perluty, I declara that i eve examinsd INS rsturn and accomoaaying Y_hacltes zed Statzn-ntss. ,ra rn;he best or my Ivmmedga
;n:e.crcr_ and cmmp`°:e.
I se
3igit
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i Signature of(sStrtS s aurhnrizedreprv5entative i%ata �Type_?(pant name end Uha
-or Paperwork Reduction Act Notice, see page 2 of the Instructions, cat No, 637735 ;o= 3038-G (2ev. 5-99)
9S
RESOLUTION NO. 02_
OF THE
TRUCKEE DONNER PUBLIC UTILITY DISTRICT
APPROVING AGREEMENT TO FINANCE THE CONSTRUCTION
OF A NEW WATER TRANSMISSION MAIN, TWO PUMP
STATIONS AND THE UPGRADING OF THE GLENSHIRE DRIVE
WELL
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
water transmission main, two pump stations and the upgrading of the Glenshire
Drive well described in the Municipal Project Lease and Option Agreement No.
1552 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.1552
MUNICIPAL PROJECT LEASE AND OPTION AGREEMENT
Lessor; Municipal Services Group,Inc.
5125 S.Kipling Parkway,Suite 300
Littleton,CO 80I27
Lessee: Truckee Donner Public Utility District
P.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
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.
(0 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 Lease Term shall commence on the Accrual Date as indicated therein and shah terminate as specified in
Section 4.03 hereof.
(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 Term.
(1) 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"Relem e")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
governmental 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 zt, seq.; 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,arisine from(a)any"Release"(arsdefined 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 lease 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 U.S,C.§9601 at seq.,the Hazardous Materials Transportation Act,49 U.S.C.§I 802 at seq.,the Toxic Substances Control Act, 15
U.S.C.§2601 at 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 that may relate to or deal with the human health or the
environment,all a;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
louse 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.
"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, (ii) any of the following, whether or not included in the foregoing: asbestos, urea 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 Term. Rental Payments shall be payable by Lessee to Lessor or its assignee in the amounts
and at the times during the Lease Term 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 manufacturer/contractor from whom Lessee
purchased or is purchasing the Project.
ARTICLE 3
DEPOSIT OF MONIES;ACQUISITION AND LEASE OF PROJECT
Section 3.01. Deposit of Monies Transfers Upon Acceptance 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 Exhibit E,Schedule of Payments.
Upon the expiration of three years front 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)/Contractor(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 Lessees obligation to make
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.
Section 3.03. Pavment of Acquisition Costs. Payment to the Vendor(s)/Contractor(s) of the Acquisition Costs) 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)/Contractor(s) at the direction of Lessee. In thmvent 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 Protect. Lessor hereby demises,Imes,and lets to Lessee,and Lessee rents,leases,and hires from Lessor,the Ill Project
and(it)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 Tenn. The Lease Term shall commence on the Accrual Date and shall terminate as specified in Section
4.03 hereof.
Section 4.03. Termination of Lease Term. The Lease Term will terminate upon the earliest of any of the following events:
(a) the exercise by Lessee of the option to purchase the Project granted under the provisions of Articles 9 or It hereof,
(b) a Default by Lessee and Lessor's election to terminate this Agreement under Article 13;or
(c) 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 taxes 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 Tenn with quiet use and enjoyment of the Leased Premises,and Lessee shall during the Lease
Term, 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 Firm Obligation of Lessee. Lessor and Lessee understand and intend that the obligation of
Lessee to pay Rental Payments hereunder shall constitute a special revenue obligation to make payments payable from the sources identified in Section 6.02.
Section 6.02. Pavment of Rental Pavments. Lessee shall pay Rental Payments from revenues on deposit in the Enterprise Fund
(the"Enterprise Fund"),which fund shall be pledged by Lessee for such purposes and in which Lessor shall hold a security interest constituting a first lien,or from
such other legally-available 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(525.00)late charge will be assessed plus finance charges based on the applicable unpaid Rental Payment
amount at the rate equal to the lesser of(1)twelve percent(12%)or(2)the highest rate allowed by the laws of the State_ Lessee agrees to charge rates,tolls,fees,and
charges for use of the Project and other Enterprise Fund activity sufficient to pay Rental Payments and operating and maintenance expenses related to the Project.
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 Pavments to 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 daring the Lease Term shall
not be abated through accident or unforeseen circumstances.
ARTICLE 7
LEASEHOLD INTEREST
Section 7.01, Leasehold Interest, Lessee agrees to execute such documents, including financing statements, deeds, affidavits, notices ail 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 Term, 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'oumaterialmen'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 Term,at Lessee's own cost and expense,to
cause maintenance to be performed in such a way so as to make ail 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 Charnam and Utility Chuges, 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 Term,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 Projector any part of the
Leased Premises;as well res all gas,water,steam,electriDisiriet,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 acemed 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 he 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 m additional insured and as a Lender Loss Payee thereunder. All insurance proceeds from casualty losses shall be payable as
hereinafter provided in this Agreement. Lessee shall furnish to Lessor Certificates evidencing such coverage throughout the Lease Term.
Lessee shall notify Lessor within five(5)business 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 thahhe then applicable Purchase Price.
Any insurance policy pursuant to this Section 8.03 shall be so written or endorsed m 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 keep
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
same 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 Lease Tenn which amounts,together with interest thereon at the rate of 12%per annum,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 we 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. Furthermore,to the extent applicable pursuant to Section 148(f)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 assignees)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 ad
the interest component of the Rental Payments will not be included in the gross income of Lessor or its assignee,if am,for federal income tax purposes.
ARTICLE 9
DAMAGE,DESTRUCTION AND CONDEMNATION:
USE OF NET PROCEEDS
Section 9.01, Damage 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
govemmertal body or by any person, fine or corporation acting under govemmental 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 attomeys'fees)incurred in the collection of such claim or award.
Lessee hereby waives any rights to condemn or othervvise exercise any power of eminent domain with respect to the Project unlesme 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 full the cost of any repair, reseration, modification or
improvement referred to in Section 9.01 hereof,Lessee shall,but only from funds available in the Enterprise Fund,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 ASSIGNEES) 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, famishing,
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 the Lease 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 m to the existence or availability of such warranties of the Project.
Section 10.03. Use of the Protect Lessee will not construe[, install, use, operate or maintain the Project or cause the Project to be constructed.
installed,used,operated or maintained improperly,carelessly,in violation of any applicable law or in a manner contrary to that contemplated by this Agreement. Lessee shall
provide or cause to be provided all permits and licenses, if any, 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 file 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 contractive notice if there are any claims or lawsuits arisig in connection with the
Project or use thereof:
Section 10.04. Construction of Proiect 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 contractor's 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 it
OPTION TO PURCHASE
Lessee is hereby granted the option to prepay all or a portion of its 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 other than on a regularly scheduled payment due date by paying the preceding Purchase Price as set forth in the Exhibit E,plus accrued
interest on the outstanding principal balance at the Base Interest Rate thereon to the date of settlement thereof,plus ail past due charges and other amounts hereunder then due
and owing tf any;or
(d) it 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.
In the event Lessee purchases less than all of the Project, die 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 11.01, 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 0 Lessee shall have received notice of the assignment or
reassignment disclosing the name and address of the assignee orsubassignee,and(it)in the event that such assignment or reassignment is made to a bank or tout company
a;trustee for holders of certificates or other evidence representing interest in this Agreement,or rights to receive amounts hereunder,such bank or trust 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,set-off 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 finaneingstatements 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 tax 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,loss,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 otter,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 as 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. Lessee's 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 terms"Event of Default"and
"Default"shal I 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 omther payment required to be paid 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(c),for a period of30 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,if 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
(e) 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 frder9 or state bankruptcy or insolvency law seeking relief under such laws concerning its
indebtedness.
The foregoing provisions of this Section 13.01 are subject to,if by reason offorce maieure Lessee is unable in whole or in part to carry out its agreement on its
pan 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 tern"force majeure" as used herein shall mean,without limitation, the following: acts of God,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;riots;landslides;earthquakes;fires;storms;droughts;floods;or explosions.
Section 13.02. Remedies on Default. Whenever any Event of Default re@rred to in Section 13.01 hereof shall have happened and be
continuing,Lessor shall have the right,at its sole option without further demand or notice,to take one or any combination of the following remedial steps:
(a) Terminate this Agreement,enter onto the Project Site and retake possession of the Project wherever situated 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 use over the term permissible
under the Ground tease in a commercially reasonable manner,and collect and retain arty and all amounts which would have been payable by Lessee through the balance of
the Lease Term hereunder,all for the account of Lessee;provided that Lessee shall remain directly liable for the deficiency,if any,benveerDthe rent and other amounts due
and payable by Lessee through the balance of the LeaseTcrrm and(h)the rent or other amounts paid by a lessee or sublessee ofthe Project pursuant to such lease or sublease
during the same period of time, after deducting all costs and expenses,including reasonable attorneys'fees and expenses,incurred with respect to the recovery,repair and
storage of dte 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.
(c) Use or retake such portion of the Project as Lessor,in its sole discretion and as permissible under the Ground Lease,may decide.
(d) With or without terminating this Agreement,declare all Rental Payments due or to become due to immediately become due and gwable by Lessee,
whereupon such Rental Payments shall be immediately due and payable.
(e) Notwithstanding any other remedy exercised hereunder,Lessee shall remain obligated to pay to Lessor any unpaid portion of the Purchase Price.
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(including,without
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 the Project,the costs and expenses of which
shall be additional amounts due to Lessor hereunder,a[Lessee's sole cost and expense.
Section 13.04. No Remedy Exclusive. No remedy herein conferred upon or reserved to Lessor is intended to be exclusive and every 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 but 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 be 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 a their respective places of business.
Section 14.02. Binding Effect. This Agreement shall more to the benefit of and shall be binding upon Lessor and Lessee and their respective
successors and assigns.
Section 14.03. Severabilitv. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent
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 amnded 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 withthe laws of the state of California.
Section 14.07. Captions. The captions or headings in this Agreement are for convenience only and in no 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 agreement between Lessor and Lessee as to the matters herein described. No
waiver, consent, modification or change of terns of this Agreement shall bind either party 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 by 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 1552
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 1552 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. 1552(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. Findings. 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. Kiphng 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. 1552 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. 1552
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 1552 (the "Agreement") by and between Lessee and Municipal Services Croup, 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.
2. 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.
1 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 from the Enterprise Fund 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($ ) together with
anticipated investment eamings thereon($ ) 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.
7. 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. 1552
EXHIBIT D
DESCRIPTION OF PROJECT
The Project which is the subject of the attached Municipal Project Lease and Option Agreement is as follows:
Glenshire Area Projects,to include:
Construction of 13,000 feet of water transmission main
Construction of two pump stations
Upgrade of the Glenshire DriveWell
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. 1552
EXHIBIT E
SCHEDULE OF PAYMENTS Page 2 of 2
Base Interest Rate: 5.98%
U. S.Treasury Note Yield: 5.34%
U.S.Treasury Note Index Percent: 111.99%
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. 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. 1552
DATED DATE: Apr 01, 2002
Truckee Donner Public Utility District
PMT PAYMENT PRINCIPAL INTEREST PURCHASE
DATE PAYMENT PORTION PORTION PRICE
1 15 - Sep-02 88,658.80 36,632.80 52,026.00 1,790,102.93
2 15 - Mar-03 88,658.80 37,728.13 50,930.68 1,747,986.81
3 15 - Sep-03 88,658.80 38,856A9 49,802.61 1,704,775.66
4 15 - Mar-04 88,658.80 40,017.99 48,640.81 1,660,441.03
5 15 - Sep-04 88,658.80 41,214,53 47,444,27 1,614,953.70
6 15 - Mar-05 88,658.80 42,446.84 46,211.96 1,568,283.70
7 15 - Sep-05 88,658.80 43,716.00 44,942.80 1,520,400.28
8 15 - Mar-06 88,658.80 45,023.11 43,635.69 1,471,271.89
9 15 - Sep-06 88,658.80 46,369.30 42,289.50 1,420,866.16
10 15 - Mar-07 88,658.80 47,755.75 40,903.05 1,369,149.88
11 15 - Sep-07 88,658.80 49,183.64 39,475.16 1,316,088.98
12 15 - Mar-08 88,658.80 50,654.23 38,004.57 1,261,648.49
13 15 - Sep-08 88,658.80 52,168.79 36,490.01 1,205,792.55
14 15 - Mar-09 88,658.80 53,728.64 34,930.16 1,148,484.36
15 15 - Sep-09 88,658.80 55,335.13 33,323.67 1,089,686.15
16 15 - Mar-10 88,658.80 56,989.65 31,669.15 1,029,359.19
17 15 - Sep-10 88.658.80 58,693.64 29,965.16 967,463.73
18 15 - Mar-11 88,658.80 60,448.58 28,210.22 903,958.99
19 15 - Sep-11 88,658.80 62,255.99 26,402.81 838,803.13
20 15 - Mar-12 88,658.80 64,117.45 24,541.35 771,953.21
21 15 - Sep-12 88,658.80 66,034.56 22,624,24 703,365.19
22 15 - Mar-13 88,658.80 68,008.99 20,649.81 632,993.89
23 15 - Sep-13 88,658.80 70,042.46 18,616.34 560,792.93
24 15 - Mar-14 88,658.80 72,136.73 16,522.07 486,714.75
25 15 - Sep-14 88,658.80 74,293.62 14,365.18 410,710.54
26 15 - Mar-15 88,658.80 76,515.00 12,143.80 332,730.22
27 15 - Sep-15 88,658.80 78,802.79 9,856.01 252,722.41
28 15 - Mar-16 88,658.80 81,159.Ou 7,499.80 170,634.39
29 15 - Sep-16 88,658.80 83,585.65 5,073.15 86,412.09
30 15 - Mar-17 88,658.80 86,084.87 2,573.92 0.01
TOTAL 2,659,763.95 1,740,000,00 919,763.95
LESSEE: Truckee Donner Public Utility District
BY:
TITLE:
Agreement No. 1552
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. 1552
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
1. 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 till 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 1. 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 his 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, Hi) 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 Enjoyment. 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 of 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 10.
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 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.
The District agrees to provide MSG 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 at. sect., 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 MSG 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 `(h 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 dii) 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 parry 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 at 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. Alt 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 party in writing from time to time. Any such noticeshali
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 , 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:
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
Acr , lo . 2002 2 11PM No . 3077 P . 6/6
rnrm 803E-G Information Return for Tax-Exempt Governmental. Obligations
i Under Internal Revenue Code section 149(f ( CM9 Nn. 1545-0720
(Rnv. May 1999) ► See separate Instructions.
ncry anent or n5 n;aswy Caution: use Farm 8038-GC/f the issue ice Is Under$700,000.
I61Cm01 art fff Shms
Reporting Authority If Amended Return, check here > ❑
1 issuer s name 2 Issuer's employer identification number
Truckee Donner Public Utility. District
3 NUmbor and street (or P O. box if mail is not delivered to street address) RoomfsaitP 4 Report number
P. 0. Box 309 G -
6 City. town, or post office, state, and ZIP cede 6 Date or issue
Truckee, CA 96161
7 Name of Issue I e CUSIP number
Municipal Project Lease and Option Agreement #1552 None
9 Name and due of cfficer or legal representative whom the IRS may call for more Information ill Telephone number of officer or legal reprosentative
Mary Chapman, Manager of Administrative Services ( 530 ) 587.3896
Type of Issue (check applicable box(es) and enter the issue rice) see instructions and attach schedule
11 ❑ Education . . . . . . . . . . . . . . . . . . . . . . 11
12 ❑ Healvi and hospital . . . . . , , . . . . . . . . 12
13 ❑ Transportation . . . . . . . . . . . . . . . _ . . 13
14 ❑ Public safety. . . . . . . . . . . . . . . . . . . . 14
15 ❑ Environment (including sewage bonds) . . . . . . . . . . . . . . 15
i6 ❑ Housing . . . . . . . . . . . . . . 16
17 Utilities . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
16 ❑ Other. Describe ► 118
19 It obligations are TANS or RANs, check box > ❑ If obligations are BANS, check box > ❑
20 If obit ations are in the form of a lease or installment sale, check box
Description of Obligations. (Complete for the entire issue for which this form is being Fled.)
(a) final mnlunty date (b)issue price (c)Stated redemption (d)Walynied (e)Ylaid
ptice at maturity aw:rngu maturl,y
21 3 i $ Ynars
Uses of Proceeds of Bond issue (Including underwriters' discount
22 Proceeds used for accrued Interest . . . . . . . . . . . . . . . . . 22
23 Issue price of entire issue (enter amount from line 21, column (b)) . 23
24 Proceeds usod for bond Issuance costs (including underwriters discount) i 24
25 Proceeds used for credit enhancement , . . . . . . . . . . 25
26 Proceeds allocated to reasonably required reserve or replacement fund 26
27 Proceeds used to currently refund prior issues . . . . . . . 27
28 Proceeds used tg advance refund prior Issues . , . . . . . . 26
29 Total (add lines 24 through 28). . . . . . . . . . . 29
30 Nonrefunding proceeds of the issue subtract line 29 from line 23 and enter amount here , 30
Descri tfon of Refunded Bonds (Complete this part only for refunding bonds,
31 Enter the remaining weighted average maturity of the bonds to be currently refunded . > N/A years
32 Enter the remaining weighted average maturity of the bonds to be advance refunded . > _ NIA
ears
33 Enter the last date on which the ,efunded bonds will be called . .. >
34 Enter the data s the refunded bonds were issued > N/A
Off VY ftfliscituineo rare .
35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) . . . 35 N/A
36a Enter the amount of grass proceeds invested or to be invested in a guaranteed investment contract(see instructions) 36a N A
b Enter the, final maturity date of the guaranteed investment contract >
37 pooled financings: a Proceeds of Phis issue that are to be used to make loans to other governmenta!units 37a N/A
b if this fissile is a loan made from the proceeds of another tax-exempt issue, check box ► ❑ and enter the name of the
issuer > and the date of the issue >
3a If the issuer has designated the issue under section 265(b)(3)(B)(i)(I11) (small issuer exception) check box >
39 If the issuer ha; elected to pay a penalty in lieu or arbitrage rebate, check box . . . . > ❑
40 if the'issuor has identified a hedge, check box > ❑
tinder p,:nakles or penury, I declare ttat I have examined Iris renim and accompanying schedules and.matemonts, and to the best(it my k:urwicdge
inr:d etay -ca and complete.
Please
Sign
Hers
Signature or issuer's atltilorized tapresen[adve Bate Type of print name and fllle '
TRUCKEE DONNER PUBLIC UTILITY DISTRICT:
SNORT TERM FINANCING: 2002 BUDGET(6 year financing)
01/02 02/02 03/02 04102 O6/02 06102 07/02 08/02 09102 10102 11/02 12f02 TOTAL
Meter Reading System 0 0 0 0 0 0 58,000 0 0 0 0 0 58,000
Vehides 0 0 0 0 144,580 0 0 0 0 0 0 0 144 590
Total Short Tenn Financing 0 0 0 0 144,680 0 68,000 0 0 0 0 0 202,680
LONGTERM FINANCING: 2002 CONSTRUCTION SEASON(15 year financing)
01102 02102 03102 04102 05102 06102 07102 08/02 09/02 10102 11/02 12102 TOTAL
Now Water Source 0 0 0 0 1,500,000 0 0 0 0 0 0 0 1,500,000
6160 lank 0 0 0 0 0 0 0 1,000,000 0 0 0 0 1,000000
Glenshire Projects 0 0 0 0 1,740,000 0 0 0 0 0 0 0 1,740,000
DLAD Projects(waiting for SRF) 0 0 0 0 0 5,200.000 0 0 0 0 0 0 5,200,000
Total Long Tenn Financing 0 0 0 0 3,240,000 5,200,000 0 1,000,000 0 0 0 0 9,440,000