HomeMy WebLinkAboutRES 1987-50 - Board 4
1
RESOLUTION NO. 8750
OF THE
TRUCKEE DONNER PUBLIC UTILITY DISTRICT
AMENDING RESOLUTION NO. 8746
WHICH AUTHORIZED THE DISTRICT TO EXECUTE A SOFTWARE PURCHASE
CONTRACT WITH OR COM SYSTEMS, FINANCING AGREEMENTS, AND TO ISSUE
A PURCHASE ORDER TO IBM FOR A SYSTEM 36
WHEREAS , on August 17 , 1987 , the Board of Directors of the Truckee Donner
Public Utility District adopted Resolution Nos. 8742 and 8743 authorizing
the District to dispense with competitive bidding in connection with the
purchase of computer hardware and software; and
WHEREAS , District Counsel approved the agreements for equipment and
computer software sale, the attachments thereto, and the financing
agreement; and
WHEREAS, the District wishes to refinance the existing computer loan with
Truckee River Bank in the new financing agreement; and
WHEREAS , District staff has researched the availability of alternate
methods of financing for purchase of the computer and determined the lease
with Amplicon is most favorable to the District; and
WHEREAS , the Board adopted Resolution No. 8746 on September 28 , 1987
authorizing the District to execute a software purchase contract with OR
COM Systems, financing agreements , and to issue a purchase order to IBM for
a System 36; and
WHEREAS , Amplicon has notified the District it has assigned its rights in
this transaction to Idaho First National Bank; and
WHEREAS , Idaho First National Rank has confirmed that the financing terms
agreed to with Amplicon by the District have not been changed; and
WHEREAS, Idaho First National Bank requires that its financing documents
rather than Amplicon's documents be used;
NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Truckee
Donner Public Utility District as follows:
1 . That the resolved clause contained in Resolution No. 8746 be
changed to authorize the General Manager the financing agreement
with Idaho First National Bank rather that with Amplicon, Inc.
PASSED AND ADOPTED at a regular meeting of the Board of Directors of the
Y
Truckee Donner Public Utility District duly called and held in said
District on the 2nd day of November, 1987 , by the following roll call vote:
AYES: Aguera, Maass and Corbett.
NOES: Cooley and Sutton.
ABSENT: None.
TRUCKEE DONNER PUBLIC UTILITY DISTRICT
By
John L orbett, President
4
ATTEST:
Susan Macdonald, Deputy District Clerk
sm/d2a.59
THE IDAHO FIRST NATIONAL BANK
MUNICIPAL EQUIPMENT FINANCING AGREEMENT
NAME AND ADDRESS OF MUNICIPALITY AGREEMENT NUMBER
Truckee Donner Public Utility District 62050-01
11570 Donner Pass Road
Truckee, CA 95734 Address for billing if different than for Municipality:
E)ZHIBIT A - DEsCRIPTION OF ETIPMENT_ (ATTACH COPIES OF VENDOR'S INVOICES) SERIAL NO. FI(Tur
Per the attached Exhibit "A" - $1533,000.00
L,ocation o qu pment
Placer County, California r . Paul Colburn
Name and Address of Vendor
Several Major Supplier, IBM 1 16-587-3896
AGREEMENT is made this day of ,fw/ , 14.^ ', between Truckee Donner Public
ility District , ere na ter referred to a�ICIRLITY 1--and THE ID , ere na -
erre to as a parties agree as follows:
w'HEREAS, Municipality has determined a present need exists for the personal property described in Exhibit A, hereinaf-
ter referred to as the "Equipment," and desires to acquire use of said Equipment as soon as possible, and
WHEREAS, Municipality is authorized to enter into this Agreement by the laws and regulations to which Municipality is
subject, and
WHEREAS, Municipality has requested Bank to provide financing for the Equipment, and
WHEREAS, Bank has agreed to provide said financing.
THEREFORE, in consideration of the mutual covenants herein contained, the parties agree as follows:
1. TERM. The Agreement Term will begin on the Acceptance Date as specified on the attached "Acceptance Certif-
icate" and end on the date all payments on Exhibit B (contained herein) have been made.
2. COVENANTS OF MUNICIPALITY. Municipality warrants that it is a public body authorized by the state constitu-
tion and all laws to which it is subject to enter into this transaction and carry out its obligations. Mu-
nicipality has authorized the execution of this Agreement by its appropriate officials.
3. EQUIPMENT TITLE. Title to the Equipment has been conveyed to Municipality in return for periodic payments,
subject to the terms and conditions herein.
4. SECLRITY INTEREST. To secure payments and observance by Municipality of the covenants expressed or implied
herein, Municipality assigns a security interest in and a lien on the Equipment to Bank, its successors and
assigns.
S. PAYMENTS.
A. Municipality will make all payments to Bank or its assignees in the amounts set forth on Exhibit B.
B. Each payment will be paid in lawful money of the United States of America, at the times designated in
Exhibit B; paid at the office of Bank or to such other person and/or at such other place as the Bank
may designate in writing. Regardless of any dispute, accident, or unforeseen circumstances, Municipal-
ity will make all payments.
s
C. On any payment date, Municipality may prepay this obligation by paying the "Prepayment Amount" des-
ignated on Exhibit B, plus any other amounts due under this Agreement; the security interest held by
Bank and its successors or assigns shall then be released.
D. If any payment (or portion thereof) is not paid when due, it will incur a late charge at the rate of
18% per anus from its due date until paid.
E. Runicipality agrees it will do all things lawfully within its power to continue this Agreement for its
entire term, and to obtain and maintain funds from which payments may be made, including making pro-
vision for payments in each budget submitted to obtain funding. Municipality further agrees to give
its best effort to have such portion of the budget approved, and to exhaust all available reviews and
appeals in the event it is not approved.
F. If, during the Term of this Agreement, Municipality shall subsequently acquire equipment, services
and/or functions which are essentially the same as those being provided by the Equipment being financed
under this Agreement, Bank shall have, to the extent permitted by law, the first right to receive pay-
ments up to an amount equal to the aggregate unpaid payments under this Agreement.
a.4D9 - _ -1-
EXHIBIT "A"
of Municipal Equipment Financing Agreement #62050-01
-1- Data Products B-600 Printer Model #FS-DPC05-AA SIN C51212
-1- Desk Mate 3 Word Processing System Model PC23P-AA SIN TA02316
-1- Letter Quality Printer Model LQP03-A SIN HY00781
-1- Personal Computer 100-B2 SIN WFE5265
-1- LA 210 Printer Model LA210-A2 SIN TA05152
-1- Centronics Conversion kit for B610 band printer
-1- Protocol Converter for IBM System 36
-5- Indoor Twinax Cable Assembly 15'
-1- Indor Twinax Cable Assembly 25'
-2- Indoor Twinax Cable Assembly 40'
-8- 8' Patch Cable
-12- 30' Patch Cable
-18- Twinax Y Assembly
SOFTWARE: Utility Billing and Customer Accounting
Service Orders
Accounts Payable
General Ledger & Financial Statements
Payroll & Labor Distribution
Materials Inventory & Purchase Orders
Work Order Accounting
All Cabling/Electrical work for IBM Cabling System
IBM Operating System PC Support/36
Data Processing System Unit and Supply Kit, Work Station, Tape Attachment,
Adapter, Autocall Adapter, Direct Access Storage Dev. 8.2ft cable
(Disc Drive), Proprinter II, Streaming Tape Drive with Printer, Compiler,
-2- Quietwriter III, Pinwheel Form Feed, Printer Cable
-3- Display Stations (terminals)
-2- DOS Programs
-3- Conversion Kits
-2- Monochrome Display IBM Personal System 2 Personal Computers
ltKr,inw.tvir uva .� owo-,,r,,v, i%_Lvn. runicipaiicy may LerWinace LUIS agreement it Lne toiiowing eve
hall have occurred and Bank has received, not less than 30 days prior to the end of Muni cip y's
th -current fiscal year, a written opinion from Municipality's counsel verifying the occurren of said
events.
A. Funds are t appropriated for any fiscal period during the Term of this Agreeme for the acquisition
of services, uipment or functions, which in whole or in part are esse ally the same as those
provided by the went covered by this Agreement; and
B. Municipality has exhauste 11 funds legally available for all p nts due under this Agreement; and
C. Municipality properly and in a t manner requested s cient funds to satisfy its obligations un-
der this Agreement, and Municipality igently purl all reasonable efforts to obtain funds from the
governing body which controls such approp tion and
' D. Municipality made all payments-due durin a fis period immediately preceding the fiscal period for
which sufficient funds were not appr ated.
Any early termination due to no propriation must be at the of Municipality's then-current fiscal
year. Upon termination, Muni ality shall return the Equipment to Ba and agrees that:
E. Equipment shall n the same condition as when purchased, reasonable we and tear excepted.
F. Municipa will transfer ownership and title to the Equipment to the Bank and g antee and indemnify
cle. tle.
Municipality, at its own expense, shall prepare and/or pack and deliver (within the City or unty in
which the Equipment was delivered to Municipality) the Equipment ready for shipping aboard such c ier
as Bank may specify.
7. TAXES. Unless Municipality has provided Bank with evidence of an exemption, Municipality agrees to pay any
license or registration fees, gross receipts taxes, rental taxes, assessments, charges, and sales, use,
property, excise and other taxes imposed by any governmental agency upon the Equipment. Any fees, taxes or
other lawful charges paid by Bank or its assigns for the Municipality shall become immediately due from Mu-
nicipality to Bank,or its assigns
8. TAX INDEMNIFICATION.
A. It is agreed that interest on the obligation of the Municipality hereunder is, for purposes of income
taxation, being treated by Bank as tax-exempt. This tax-exempt status provides the inducement for the
Bank to offer financing at the Annual Percentage Rate set forth in Exhibit B. Therefore, should this
transaction be deemed by any taxing authority not to be exempt from income taxation, the Municipality
agrees that the Annual Percentage Rate in Exhibit B shall be adjusted to an equivalent taxable Annual
Percentage Rate.
B. QUALIFICATION FOR SMALL ISSUER EXE'4PTION
(Check Appropriate Box)
tA QUALIFIED.
The Municipality hereby designates this Agreement as a "qualified tax-exempt obligation" within
the meaning of the Tax Reform Act of 1986, IRS Code Section 265 (b)(3). To qualify, the Munici-
pality covenants to issue not more than $10,000,000 in debt obligations during the 19 calendar
year.
If the Municipality loses its eligibility for the "Small Issuer Exemption" during the 19 calen-
dar year, the Annual Percentage Rate in Exhibit B shall be adjusted for a change in the rinancial
Institution Interest Disallowance (IRS Code Section 265) using the formula below.
J NOT QUALIFIED. _
The Municipality is not qualified for the "Small Issuer Exemption" under the Tax Reform Act of
1986.
C. If tax legislation is enacted, effective during the Term of this Agreement, that changes the maximum
rate of federal income tax imposed on corporations or the Financial Institution Interest Disallowance,
resulting in a decrease in Bank's tax-exempt yield, then the Municipality and Bank agree that the Annu-
al Percentage Rate of Interest in Exhibit B will be adjusted using the following computations:
In the event of change in the maximum federal tax rate on corporations:
(1 - New Federal Tax Rate) X Current Annual Adjusted Annual
( - Existing Federal laxRate) Percentage Rate Percentage Rate
In the event of a change in the maximum federal tax rate on corporations and/or in the Financial Insti-
tution Interest Disallowance:
( New Existing ) (1-New Federal) Current Current Adjusted
(Disallow. - Disallow.) X ( Tax Rate ) X Annual + Annual = Annual
( % % ) Per. Rate Per. Rate Per. Rate
Municipality agrees to pay Bank such amounts as are necessary to achieve the "Adjusted Annual Percent-
age Rate," at Municipality's election:
4D9 -2-
1) By increasing the payments due during the remaining Term; or
2) By paving in a lump sum such amount as will indemnify Bank to the date of repayment of this
obligation.
9. USE AND MAINTENANCE. Municipality will use the Equipment in a careful and proper manner, in compliance with
all applicable laws and regulations. At its sole expense and cost, Municipality will maintain the Equipment
in good repair, condition and working order. Further, if the Equipment is data, communications or word pro-
cessing equipment (or other equipment which the Municipality is not normally capable of maintaining), Munic-
ipality will, at its expense, enter into the manufacturer's or supplier's standard maintenance contract for
the entire Agreement Term. An alternate source of maintenance may be used only with Bank's prior written
consent. Upon the expiration or early termination of this Agreement, Municipality will return the Equipment
in a condition which permits the Bank to be eligible for the manufacturer's or supplier's standard mainte-
nance contract without incurring any expense to repair or rehabilitate such Equipment. The Equipment will
not be moved from the location in the Exhibit A without prior written consent of Bank, which will not be un-
reasonably withheld.
10. INSURANCE; INDEMNIFICATION. Municipality covenants to insure the Equipment throughout the entire Agreement
Term as to casualty, public liability and property damage. The coverage of the casualty insurance will at
least equal at all times the amount necessary to pay the applicable Prepayment Amount payment as set forth
in Exhibit B. Municipality shall deliver to Bank or its assigns prior to inception of this Agreement, and
annually thereafter if requested, a Certificate of Insurance evidencing that the Equipment is insured
through an acceptable insurance carrier or by self-insurance.
INSURANCE ELECTION
(Check Appropriate Box)
( j MASTER POLICY.
Municipality warrants that the Equipment has been placed under coverage of its master insurance policy.
SEPARATE INSURANCE POLICY.
Municipality has purchased a separate insurance policy covering the Equipment.
[ J SELF-INSURANCE.
Municipality is self-insured with respect to the Equipment. Municipality states that should it cease
to be self-insured, it will notify the Bank by certified mail, return receipt requested, of such change
and will immediately insure the Equipment under a single or master policy.
Municipality will hold Bank and its assigns harmless from all claims, actions, proceedings, expenses, dz:-
ages and liabilities, including attorneys' fees and court costs, arising in connection with the Equipment.
11. LIENS. Municipality will not create or assume any mortgage, pledge, lien, encumbrance or claim on the
Equipment, and will, at its oxen expense, discharge any such claim not excepted.
12. DAMAGE OR DESTRUCTION OF EQUIPMENT. If the Equipment is partially lost, stolen, damaged or destroyed, Mu-
nicipality will promptly repair and restore it to working order. If net insurance proceeds (including pro-
ceeds of self-insurance) are not sufficient to pay for repairs, Municipality will nevertheless complete the
work and pay the costs. Municipality is not entitled to reimbursement nor to any reduction of the payments
or other amounts payable pursuant to this Agreement.
If the Equipment is totally lost, stolen, damaged or destroyed, Municipality shall pay to Bank or its as-
signs a sum equal to the applicable Prepayment Amount payment.
13. DISCLAIMER OF WARRANTIES. MSUNICIPALITY ACKNOWLEDGES THE EQUIPMENT IS BEING PURCHASED IN ACCORDANCE WITH ITS
OWN SPECIFICATIONS. BANK MAKES NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE MERCHANTABILITY, CON-
DITION, QUALITY OR FITNESS OF THE EQUIPMENT.
14. PERSONAL PROPERTY. The Equipment is, and will at all times during the Agreement Term remain, personal prop-
erty, regardless of its adjacency or attachment to real property.
15. EVENTS OF DEFAULT. Municipality will be deemed to be in default if any of the following events occur:
A. Municipality fails to make any payment, or pay any other sums required under this Agreement, or
B. Municipality fails to keep any other terms, covenants or conditions contained herein.
16. REMEDIES ON DEFAULT. If default occurs as specified in this Agreement, and Mhmicipality fails to remedy the
event within 30 days, then Bank or its assigns have the right, without further notice, to pursue one or more
of the following remedies:
A. By written notice to Municipality, declare an amount equal to all remaining payments shown on Exhibit B
for Municipality's then-current fiscal year to be immediately due. The Municipality then has the
obligation to immediately return the Equipment to Bank in lieu of payments which would otherwise be due
beyond the Municipality's then-current fiscal year;
B. Repossess the Equipment, enforcing or terminating the Agreement. Upon termination, sell or lease the
Equipment, holding Municipality liable for all payments up to the effective date of such selling or
leasing and for the difference in the purchase price, rental and other amounts paid by the purchaser or
lessee and the-amounts payable by Municipality under the Agreement; and
'L4D9 -3-
C. IaKe any necessary or desirable action to collect all payments due under this Agreement, or to enforce
performance of any obligation, agreement or covenant of Municipality under this Agreement, including
payment of any amounts which they fail to pay (such as insurance premiums, costs of repairs, taxes).
Bank and its assigns will also be entitled to recover all costs and expenses, including attorney's
fees, incurred in connection with the enforcement of any rights or remedies of Bank or its assigns
against Municipality.
17. PAYMENT BY BANK. If Municipality fails to buy or maintain insurance or to pay fees, assessments, charges
and taxes, Bank has the right, but will not be obligated, to purchase or pay same. In that event, the cost
shall be repayable to Bank with the next installment payment.
18. CONCURRENT REMEDIES. No right or remedy of Bank is exclusive of any other right or remedy. Each is cumula-
tive of every other right or remedy given, or now or hereafter existing at law, and may be enforced concur-
rently.
19. ASSIGNMENT.
A. Municipality agrees not to sell, assign, lease, sublicense, pledge or allow any lien or encumbrance
against any interest in this Agreement or the Equipment without Bank's prior written consent, which
will be withheld if it would cause this Agreement to become an obligation not described in Sec-
tion 103(a)(1) of the Internal Revenue Code of 1954 or for any act which would eliminate or decrease
Bank's tax exempt yield. Municipality's interest may not be assigned or transferred by operation of
law.
B. Municipality agrees that Bank may assign, in whole or in part, its right, title and interest in this
Agreement or the Equipment to one or more third parties. Any such assigns will have the rights of Bank
under the Agreement.
C. Any assignee of Bank may reassign its interests in this Agreement and/or the Equipment to any other
person who, thereupon, shall be deemed to be Bank's assignee.
20. NOTICES. All notices under this Agreement are to be made in writing and mailed postage prepaid to the other
party at its address.
21. MISCELLANEOUS. This Agreement, together with the Exhibits, constitutes the entire Agreement between the
parties, and shall not be modified, amended, or changed except in writing, signed by Municipality and Bank
or its assigns. If any part of this Agreement is found to be prohibited by law, it is considered to be in-
effective without invalidating the remainder of this Agreement. This Agreement shall be binding upon and
work to the benefit of the parties and their respective successors and assigns. The parties to this agree-
ment have read each and every paragraph of this Agreement and have consulted, or have been advised to con-
sult, legal counsel.
22. OTHER ADDITIONAL PROVISIONS. See additional provisions contained in this Agreement, as set forth in Exhib-
it C, if checked here:
ESSENTIAL USE STATEMENT
It is represented to the Bank that the Equipment will be used by the Public utility District
for the following purposes: Primary Record keeping and accounting functions or the
and the use of the Equipment is essential to its proper, efficient and economic operation.
;f
n�tia
APPROPRIATION CERTIFICATE
The Municipality hereby certifies that all payments due for the fiscal year ending D ecember 31 , 19 87
r
are within such fiscal year's budget for Municipality and within an available, unexhausted anC vnencumbeFed
appropriation. ^ f
!!
Thitihl
1,4D9 -4-
LUIb1T B
PAYMENT AND AMORTIZATION SCHEDULE
Equipment Cost S 15 3,000.00(per vendor invoice)
*lst payment due on Acceptance
Less Trade-In Allowance ( —0— $12,331.80 followed by 18 pmts
Less Advance Payment ( —0— ) of $9,248.85 followed by 1 pmt
Equals Amount Financed S
153,000.00 of $6,165.88.
,Municipality shall pay —20— (i) payments of S See above * each on a Quarterly (monthly, annual,
etc.) basis starting on , 190
THIS OBLIGATION EARNS INTEREST AT AN ANNUAL PERCENTAGE RATE OY 8.69297 �.
In the event of changes in the Annual Percentage Rate due to tax law changes as outlined in paragraph a of this Agree-
ment, Tax Indemnification, this payment and amortization schedule shall be modified to be in accordance with the Ad-
justed Annual Percentage Rate.
Special Conditions:
Iress payments to:The Idaho First 'rational Bank Dept 1-5017 P.O. Boa 8247 Boise- ID 83733_
AMORTIZATION AND PREPAYMENT AMOUNTS
PAY bEE k!; h6 DEb1 SERV!iH 14TERE01 PRINCIPAL REMAIN7NO' Prepayment
R , F'F;IK, L BABA.N::E
c.20 9. 4c. 5 J,t+57.i�6 6,19l.79 66 134.476.41 ,435,943.26
lJ4,4;c.41 "''' .85 5(" 6132b.35 12E,
4 5 i� E5.t1 b,463.84 121,6;6.2:' 12 E79.58
W. 6' o4 t t.5r,:6'i.C: " 46.47
9. 4c.£:� .t `_4 6 .3 I :,6..
6 _1. 4.2,E.:. _. 6,747.64 1'uB,334.0' 1t5,=7°.51
7 1ic "'4.4? 4,:4E,-5 :,`4,;.c t,E-4.49 :ts,4:'.5E 63.EE 8 1v1,4 =.56 91 4c 2,2V4.53 7,044.3: y4,395.26 95,102.70
y 94, +5.i6 9,:4'.:.85 :1,i51.44 7,197.41 87,197.65 871B0iL 03
_ 7,:.,...:3 7-„44..: Ed F,JJJ.0
- rr - c,- c '77 - r. L, `?.16
!: 9,6.4.02 9,:4E.E: 1,7JJ.2t1 ,J:a.6 .i3v.3: ? ?,
Y ..�- -c c� n „ 4 c- .78
9,.+c.oJ I,J.1.,1 7,6716.�, o,,b,:..4� 64,99i'
4c.K 1.0,.C8 1,64..77 56,E -.be �7,0'4.54
+4 S 66 ;:.24c.?5 1.^34.bi E 014.24 43,795.4: 48,994.19
A - J c 40.bG .r 1 4G',,48.,11- -e42 9 '4 r 4 ry
f ; �'r E,; ,�., 5
16 .6�?.:,, Q. .. .438,3b6.3b YU.6
„r 5 5 �.. :3.746.94
17 - .-,.'•6 �B.EJ 7vti.67 E,J4;•ic i3,6716
— lE 13,69_.47 9 4c.E5 5l4.69 2,733.36 14,358.51 14,984.27
14.=58.51 E.25 :=5.:�5 e.923.77 6,0
34.74
3Y.";4 6.16E.80 13l.15 6,034.74 O.JU
-------------- -------------- --------------
'r-,TAI 5 12Y. 6.98 31,916.98 153.00:.i0
-------------- -------------- --------------
-------------- -------------- --------------
14D9 —S-
Municipality and banK accept this Agreement by signature of their authorized officers. j
IDAHO FIRST NATIONAL BANK MUNICIPALITY TRUCKEE DONNER PUBLIC UTILITY DISTRICT
By: _ By: +�
Printed Name, Title:
Accepted this day of �PLI , 19 Accepted this day of /(/Cy✓ , 19�.
ACCEPTANCE CERTIFICATE
A,
In accordance with the terms of the Equipment Financing Agreement datedG (the "Agreement")
between The Idaho First National Bank (Bank) and the undersigned Municipa ty, we hereby certity to and agree with
,,,«.Bank as follows:
1. The Equipment, as defined in the Agreement, has been delivered and installed at the location specified in
the Agreement and accepted on the date indicated below.
2. Municipality has conducted such inspection and/or testing of the Equipment as it deems necessary, and hereby
acknowledges that it accepts the Equipment for its purposes.
3. No event of default, as defined in the Agreement, and no event which would cause default, has occurred and
is continuing at the date hereof.
Based on the above certification, Municipality shall commence the Payments under the Agreement on
Truckee Donner Public Utility District
Municipality
s By:
Printed Name, Title: h IER 1fb�ZAfg151—'!'
S
Acceptance Date: IJD�� 1y , 198
4.4D9 -6-
STATE OF IDAHO
UNIFORM COMMERCIAL CODE—FINANCING STATEMENT—FORM UCC-1
INSTRUCTIONS-
1.PLEASE TYPE THIS FORM IN BACK.FOLD ONLY ON PERFORATION FOR MAILING.
2 Remove secured party and debtor copies and send the other three pages with interleaved carbon paper intact to the filing officer.
3.Enclose filing fee equal to$2,00 for each debtor name or trade name fisted m Bon 1.1f this form shows art assignment,add$1.00 to the fee.It a copy of the security agreement is used as the financing
statement per instruction No 6,or if there are attachments to this form.add$1.00 to the tee.
4.M the space provided for any Gemts;on the form is inadequate.the item(s)should be continued on additional sheets preferably 8"x 5"Only one copy of such additional sheets need be presented
to the filing officer with a set of fhrae copies of the financing statement Indicate the number of sheets attached in the space provided-
5 Reasonably identify and describe all items or types of collateral in Box 4.If the collateral is minerals,or accounts relating thereto,or timber or fixtures,the name of the record owner and the legal
description of the reatty must be stated ur,Box 4.If crops,the legal description of the realty must be stated.
6.When a copy of the security agreement is used as financing statement,it is requested that it be acconparved by a completed,but unsigned,set of these forms.In such event,the security agreement
must be signed by both the debtor and the secured party.
7.At the time of the original filing.0 the filing is on standard form UCC-1.the filing officer wiI4 automatically return the third copy as an adcno iedgement At a Pater time,the secured party may use
t m he third copy as a termination statement by signing the termination legend,or he may use Form UCC-3 as a termination statement
t 8.DO NOT WRITE IN BOX 3.
This FINANCING STATEMENT is presented to filing officer for No.of additional 3.FOR FILING OFFICER ONLY
fling pursuant to the Uniform Commercial Corte, sheets presented: (Date,time,number and filing office)
1 Debtor(s):(last dame first,and mailing addresstes) 2.Secured Pa ty(ies)and address(es):
Truckee Donner Public Utility District The Idaho First National Bank
11570 Donner Pass Road Dept. 1-5017
Truckee, CA 95734 P.O. Box 8247
Boise, Idaho 83733
4.This Financing Statement covers the following types(or items)of property: 5.Assignee(s)of Secured Party(ies)
(Use this space for Real Property legal description and name of record owner,if required.) and address(es)
Equipment as more fully described on attached Exhibit "A"
CHECK ® IF COVERED ❑Products of collateral are also covered.
Filed twth: MXSecretary of State ❑County Recorder of County. CALIFORNIA 62050-01
If one of the following boxes is checked,the secured party may sign the financing statemerR The collateral desonbed Herein is:
❑Brought into this state already subject to a security interest in another jurisdiction.
❑Subject to a security interest in another jurisdiction,and the debtor's location has changed to this state.
❑Proceeds of the original collateral described above in which a security interest was perfected.
❑The subject of a financing statement which has lapsed.
❑Subject to a security interest perfected under a prior name or identity of the debtor.
ZeTX_Ackee/Qhner,;,Public tility District �HE IDAHO FIRST NAMONAL BANK
BYA�z: BY:
Sign ureis)of Debtor(s). SIGN RP(S)OF SECURED PARTY(IES)OR ASSIGNEE OF RECORD
1-FILING OFFICER-ALPHAEETICAL IDAHO FORM CR00750-UCC1 REV.7; FORM APPROVED BY PETE T.CENARRUSA,SECRETARY OF STATE
THE IDAHO FIRST NATIONAL BANK ADAI!N!S'4A'
101 S. CAPITOL BLVD. P.O. BOX 8247 DEPT. #5017
BOISE, IDAHO 83733 (208) 383-7332
TO: Date: lA7
FROM: Truckee Donner Public Utility District
11570 Donner Pass Road
Truckee, CA 95734
`oom-, Dear Agent:
We have entered into an Equipment Acquisition Agreement with The Idaho First
National Bank at the address listed above for the following described equipment:
Equipment as more fully described on attached Exhibit "A"
We are responsible for providing insurance coverage. Please see that we have
proper coverage and send a copy of the policy to The Idaho First National Bank
naming them as Lienholder. The limits should be as follows:
PHYSICAL DAMAGE For equipment cost which is $ 153,000.00 Must be
"All Risks" coverage. Minimum deductible amount is to
be $ 5,000.00
If there is any delay (over three days) in issuing the requested policy, please
send written confirmation (Binder or Certificate of Insurance) of coverage and
that the policy or other evidence of coverage will be sent at an early date.
We appreciate your prompt attention.
Since ely,
(Lessee)
THE 1DAH3 FIRS'•-%47;C,%-._ :k . PC) BC).. BO!SE !DAHC 83732
LAW OFFICES OF
PORTER. SIMON. GRAHAM AND PHELPS
PROFES51C',AL --Oq PORAT;ON
JAMES L. PORTER.;R. MASI-N'.0 B.JILOiNG JAMES L. PCR'ER.JR.
(CALIFORNIA 6 NEVADA) COMMERC,AL .CW M;C I"AEL E GRAHAM
JAMES ERNEST SIMON POST OFFICE BCx 2819 NEYA^A OFF.CE
MICHAEL E. GRAHAM
TRUCKEE CALIFORNIA 95734 YO N VAST STREET
ICALIFOA NIA 6 NEYA041 . R REEND., EVACA L'95'-i3
JOHN M. PHELPS 19161 587-3862 1702, 322-6'67
PETER H.CLITTITTA
November 19, 1987
The Idaho First National Bank
P.O.Box 8247
Boise, Idaho 83733
Attention: Mr. Mike Curry, Leasing Department
Dear Ladies and Gentlemen:
You have requested our opinion as counsel to the Truckee
Donner Public Utility District ("District") that the attached
Equipment Financing Agreement is in all respects an enforceable
Agreement of the District.
As legal counsel for the District, I am authorized to
furnish opinions that may be required in connection with the
Equipment Financing Agreement (the "Agreement") dated November
19, 1987, between the District and your bank. I have examined
duly executed originals of the Agreement, the proceedings taken
by the District to authorize and execute the Agreement, and such
other public records, documents and proceedings as I have deemed
relevant and necessary in rendering this opinion.
Based on my examination, I am of the opinion that:
1. The District is a duly created and presently existing
political subdivision of the State of California.
2. The Agreement has been duly authorized, executed and
delivered by the District, and is a legal, valid and binding
obligation of the District enforceable in accordance with its
terms.
3. It is our opinion that the authorization, execution and
delivery of the Agreement by the District and the performance of
the District of its obligations with respect thereto will not
contravene any provision of any applicable law or any applicable
judgment, order, decree or regulation of any court or any public
or governmental agency or authority of the State of California,
and will not conflict with, result in any breach of, or
constitute a default under, any agreement or instrument to which
the District is a party or by which the District is bound.
Mike Curry
November 19, 1987
Page 2
4. It is further our opinion that there is no action,
suit, proceeding, inquiry or investigation at law or in equity or
before or by any court, public board or body pending or, to our
knowledge, threatened against or affecting the District wherein
an unfavorable decision, ruling or finding would adversely affect
the transaction contemplated by the Agreement or the validity or
enforceability of the Agreement or any agreement or instrument to
which the District is a party and which is used or contemplated
by the Agreement.
5. The financing agreement is a "qualified tax-exemption"
for purposes of the Tax Reform Act of 1986. The District
Covenants to issue and so designate not more than Ten Million
Dollars ($10,000,000.00) during the current 1987 calendar year in
order to qualify for the "smaller issuer exemption."
6. It is also our opinion that the equipment being
acquired under the Agreement is an "ordinary and necessary"
expense of the District.
., Counsel for Truckee Donner PORTER, SIMON, GRAHAM & PHELPS
Public Utility District
By:
Printed Name: JOHN M. PHELPS
Please call me if you have any questions.
Very truly yours,
PORTER, SIMON, GRAHAM AND PHELPS
Professional Corporation
/JOHN M. PHELPS
JMP/l f
TDPUD\compbank.opn