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HomeMy WebLinkAboutRES 2001-28 - Board 6Y ility District RESOLUTION NO. 2001-28 Public RESOLUTION OF THE BOARD OF DIRECTORS OF THE TRUCKEE-DONNER PUBLIC UTILITY DISTRICT AUTHORIZING AND PROVIDING FOR THE ISSUANCE OF BOND ANTICIPATION NOTES PURSUANT TO THE PROVISIONS OF THE IMPROVEMENT BOND ACT OF 1915 AND APPROVING CERTAIN DOCUMENTS AND AUTHORIZING CERTAIN ACTIONS IN CONNECTION THEREWITH FOR DONNER LAKE WATER ASSESSMENT DISTRICT NO.00-1 WHEREAS, this Board of Directors has taken proceedings under the Municipal Improvement Act of 1913, Division 12 of the California Streets and Highways Code (the "Code"), for the formation of Donner Lake Water Assessment District No. 00-1 (the "Assessment District") and has confirmed an assessment, which assessment and a related diagram were recorded in the office of the Public Utility District Engineer, acting as the Superintendent of Streets, and with the County Recorders of the County of Nevada and the County of Placer; and WHEREAS, a notice of assessment, as prescribed in Section 3114 of the Code, has been ordered to be recorded with the County Recorders of the County of Nevada and the County of Placer, whereupon the assessment will attach as a lien upon the property assessed within the Assessment . . District as provided in Section 3115 of the Code; and WHEREAS, said proceedings provided that bonds (which might include a loan from the State of California) would be issued pursuant to the Improvement Bond Act of 1915, Division 10 of the Code to represent and be secured by the unpaid assessments on the parcels within the Assessment District; and WHEREAS, this Board of Directors expects that the unpaid assessments upon the security of which such bonds are to be issued will be substantially in excess of$7,000,000 and bonds are now authorized to be issued to provide funds for the acquisition of the Donner Lake Water Company's water system and the acquisition and construction of improvements thereto and costs and expenses incidental thereto and for the reimbursement to the Truckee-Donner Public Utility District(the "Public Utility District") of amounts advanced by the Public Utility District in connection with the foregoing (collectively, the "Authorized Expenditures"); and WHEREAS, the Sections 8745 et seq. of the Code permit this Board of Directors to borrow money on behalf of the Assessment District to provide funds to make Authorized Expenditures through the issuance of bond anticipation notes in an aggregate principal amount not exceeding the principal amount of bonds authorized to be issued; and WHEREAS, this Board of Directors deems it necessary and desirable that bond anticipation notes (the "Notes") be issued in a principal amount not to exceed$7,000,000; and WHEREAS, there has been presented to this Board of Directors the form of a Purchase Agreement(the "Purchase Agreement")between U.S. Bank National Association (the "Bank") and 1 DOCSOC\844281 v4\22925.0003 ADOPTED and APPROVED by the Board of Directors of the Truckee-Donner Public Utility District on September 19, 2001. TRUCKEE-DONNER PUBLIC UTILITY DISTRICT Bj*dPr �-- ent of the Board of Directors ATTEST: Clerk of the Board of Directors 11 DOCSOC\844281 v4\22925.0003 the Public Utility District pursuant to which the Bank will agree to buy the Notes from the Public '- Utility District; and WHEREAS, this Board of Directors wishes to approve the Purchase Agreement and to authorize the issuance of the Notes and the sale thereof to the Bank on the terms set forth in the Purchase Agreement and approved hereby; NOW,THEREFORE, the Board of Directors of the Truckee-Donner Public Utility District HEREBY FIND, DETERMINE, RESOLVE AND ORDER as follows: SECTION 1. Recitals Correct. The above recitals, and each of them, are true and correct. SECTION 2. Definitions. Unless the context otherwise requires, the following terms shall have the following meanings: "1913 Act" means the Municipal Improvement Act of 1913, being Division 12 (commencing with Section 10000) of the California Streets and Highways Code. "1915 Act" means the Improvement Bond Act of 1915, being Division 10 (commencing with Section 8500) of the California Streets and Highways Code. "Administrative Expense Requirement"means an amount, not in excess of the aggregate maximum annual assessment permitted to be levied within the Assessment District, to be specified each year by the Treasurer to be used for Administrative Expenses. "Administrative Expenses" means the ordinary and necessary fees and expenses for determination of the Assessment and administering the levy and collection of the Assessment and servicing, calling and redeeming the Notes, including any or all of the following: the expenses of the Public Utility District in carrying out its duties hereunder(including, but not limited to, annual audits and costs incurred in the levying and collection of the Assessment) including the fees and expenses of its counsel and all other costs and expenses in any way related to the administration of the Assessment District. "Assessment" or"Assessments" means the special assessments levied in the Assessment District in accordance with the 1913 Act and the Resolution of Intention, together with the net proceeds derived from any foreclosure proceedings and interest and penalties thereon. "Assessment District" means Donner Lake Water Assessment District No. 00-1 of the Public Utility District. "Assessment Installment" means the annual portion of the assessment required to amortize the Notes plus pay the Administrative Expenses placed on the property tax bills of property owners within the Assessment District. "Bank" means U.S. Bank National Association. "Bond Counsel"means an attorney or a firm of attorneys, selected by the Public Utility District, of nationally recognized standing in matters pertaining to the tax treatment of interest on bonds issued by states and their political subdivisions, duly admitted to the practice of law before the highest court of any state of the United States of America or the District of Columbia. 2 DOCSOC\844281 v4\22925.0003 "Bond Year" means the one year period or shorter period ending each year on September 19, or such other date as may be specified by the Public Utility District in the Tax Certificate. "Business Day" means any day of the year other than a Saturday, Sunday, a day on which the New York Stock Exchange is closed or any day on which the Public Utility District is not open for business. "Clerk" means the Clerk of the Public Utility District or his or her designee. "Default Rate" means the Bank's Prime Rate. "Interest Payment Date" means the first days of January, April, and July, 2001 and the Maturity Date. "Maturity Date" means September 19, 2002. "Note" means a Truckee-Donner Public Utility District Donner Lake Water Assessment District No. 00-1 Bond Anticipation Note, Series 2001 issued pursuant to this Resolution. "Note Register" means the books which the Treasurer shall keep or cause to be kept pursuant hereto on which the registration and transfer of the Notes shall be recorded. "Office" means the principal office of the Public Utility District, currently located at 11570 Donner Pass Road, Truckee, California 96160. " "Owner" means, with respect to any Note, the person shown as the owner thereof in the Bond Register. "Prime Rate" means the rate of interest from time to time publicly announced by the Bank as its "Prime Rate." The Bank may lend to its customers at rates that are at above or below the Prime Rate. For purposes of determining any interest rate which is based on the Prime Rate such interest rate shall change on the effective date of any change in the Prime Rate. "Public Utility District" means the Truckee-Donner Public Utility District. "Tax Certificate" means the Tax Certificate delivered upon the issuance of the Notes. "Tax Code" means the Internal Revenue Code of 1986, as amended. "Treasurer" means the Treasurer of the Public Utility District or his or her designee. SECTION 3. Form of Purchase Agreement. The Purchase Agreement is approved in substantially the form presented to this Board of Directors; and the President of the Board of Directors or the General Manager of the Public Utility District is authorized and directed, for and in the name of the Public Utility District and on its behalf, to execute the Purchase Agreement and deliver it to the Bank in substantially the form approved by this Resolution with such changes therein as the President of the Board of Directors or the General Manager may approve as being in the best interests of the Public Utility District, such approval to be conclusively evidenced by his execution and delivery of the Purchase Agreement. 3 DOCS00844281 v4\22925.0003 SECTION 4. Issuance of Notes. Subject to the recordation of the notice of assessment referred to hereinabove, the issuance of the Notes and the sale thereof to the Bank in accordance with the terms of the Purchase Agreement and this Resolution, in such amounts (provided that the aggregate principal amount thereof shall not exceed$7,000,000) and on such dates as the General Manager of the Public Utility District shall determine to be necessary or convenient in order to provide funds with which to make Authorized Expenditures, is hereby authorized; and, in connection therewith, the General Manager and each other officer of the Public Utility District is authorized to take any and all actions and to execute and deliver any and all documents as may be necessary or convenient to effect the same. SECTION 5. Terms of Notes. (a) The Notes shall be designated "Truckee-Donner Public Utility District Donner Lake Water Assessment District No. 00-1 Bond Anticipation Notes, Series 2001" and shall be issued as fully registered Notes, without coupons, in substantially the form attached hereto as Exhibit A in denominations of at least$5,000. The aggregate principal amount of Notes that may be issued and outstanding under this Resolution shall not exceed$7,000,000. (b) Each Note shall be dated as of the date of its issuance, shall mature on the Maturity Date and shall bear interest(calculated on the basis of a 360-day year comprised of twelve 30-day months) at an annual rate equal to 62% of the Bank's Prime Rate. (c) Interest on the Notes shall be payable on each Interest Payment Date. Such interest may be paid, at the option of the Public Utility District, by a check made payable to the Bank or by the delivery to the Bank of additional Notes in a principal amount equal to such interest. (d) The principal of the Notes shall be payable upon presentation and surrender thereof at the Office of the Public Utility District. (e) The Notes are subject to redemption at the option of the Public Utility District, in whole or in part, on any day at a redemption price equal to the principal amount thereof plus interest accrued thereon to the date of redemption. The Public Utility District shall give the Bank notice of such redemption by facsimile transmission at least five days in advance of the proposed redemption date. If such notice of redemption has been duly given and if the amount necessary for the redemption of the Notes to be so redeemed is available for that purpose, then the Notes, or portions thereof, designated for redemption shall, on the date fixed for redemption,become due and payable; and upon presentation and surrender of such Notes at the Office of the Public Utility District, the redemption price of such Notes shall be paid to the Bank; and after the date fixed for redemption, the Notes shall cease to bear further interest. (f) The Notes are hereby designated as "qualified tax-exempt obligations" within the meaning of the provisions of Section 265(b)(3)(B) of the Tax Code. SECTION 6. Execution and Authentication. The Notes shall be signed on behalf of the Public Utility District by the manual or facsimile signature of the Treasurer and by the manual or facsimile signature of the Clerk in their capacity as officers of the Public Utility District, and the seal of the Public Utility District (or a facsimile thereof) shall be impressed, imprinted, engraved or otherwise reproduced thereon, and attested by the signature of the Clerk. In case any one or more of the officers who shall have signed or sealed any of the Notes shall cease to be such officer before the 4 DOCSOC\84428 I v4\22925.0003 Notes so signed and sealed have been authenticated and delivered, such Notes shall nevertheless be valid and may be issued as if the person who signed or sealed such Notes had not ceased to hold such office. SECTION 7. Registration, Exchange or Transfer. The registration of any Note may, in accordance with its terms, be transferred upon the Note Register by the person in whose name it is registered, in person or by his or her duly authorized attorney, upon surrender of such Note for cancellation at the office of the Public Utility District, accompanied by delivery of a written instrument of transfer in a form acceptable to the Treasurer and duly executed by the Noteowner or his or her duly authorized attorney. SECTION 8. Note Register. The Treasurer will keep or cause to be kept, at the Office of the Public Utility District, sufficient books for the registration and transfer of the Notes; and, upon presentation for such purpose, shall, under such reasonable regulations as it may prescribe,register or transfer or cause to be transferred on said Note Register, Notes as herein provided. The Public Utility District may treat the Owner of any Note whose name appears on the Note Register as the absolute Owner of such Note for any and all purposes, and the Public Utility District shall not be affected by any notice to the contrary. The Public Utility District may rely on the address of the Owner as it appears in the Note Register for any and all purposes. It shall be the duty of the Noteowner to give written notice to the Treasurer of any change in the Owner's address so that the Note Register may be revised accordingly. SECTION 9. Mutilated, Lost,'Destroyed or Stolen Notes. If any Note shall become mutilated, the Public Utility District shall execute and deliver a new Note of like tenor, date, maturity and principal amount in exchange and substitution for the Note so mutilated,but only upon surrender to the Treasurer of the Note so mutilated. If any Note shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the Treasurer; and, if such evidence is satisfactory to the Treasurer and, if indemnity satisfactory to the Public Utility District shall be given, the Public Utility District, at the expense of the Noteowner, shall execute and deliver a new Note of like tenor and maturity, numbered and dated as the Treasurer shall determine in lieu of and in substitution for the Note so lost, destroyed or stolen. Any Note issued in lieu of any Note alleged to be lost, destroyed or stolen shall be equally and proportionately entitled to the benefits hereof with all other Notes issued hereunder. The Treasurer shall not treat both the original Note and any replacement Note as being outstanding Notes for the purpose of determining the principal amount of Notes which may be executed, authenticated and delivered or for the purpose of determining any percentage of Notes outstanding hereunder, but both the original and replacement Note shall be treated as one and the same. Notwithstanding any other provision of this Section, in lieu of delivering a new Note to replace a Note which has been mutilated, lost, destroyed or stolen, and which has matured or is about to mature, the Treasurer may make payment with respect to such Note upon receipt of indemnity satisfactory to it and the Public Utility District. SECTION 10. Funds and Accounts. There are hereby created and established the following funds and accounts, which funds and accounts the Public Utility District agrees and covenants to maintain so long as any Notes are Outstanding hereunder. All moneys in such funds and accounts shall be accounted for separately and apart from all other accounts, funds, money or other resources of the Public Utility District and shall be allocated, applied and disbursed solely to the uses and purposes hereinafter set forth herein. 5 DOCSOC\844281 v4\22925.0003 (a) the Donner Lake Water Assessment District No. 00-1 Improvement Fund (the "Improvement Fund"); (b) the Donner Lake Water Assessment District No. 00-1 Assessment Fund (the "Assessment Fund"); (c) the Donner Lake Water Assessment District No. 00-1 Administrative Expense Fund (the "Administrative Expense Fund"); and (d) the Assessment District No. 00-1 Redemption Fund (the "Redemption Fund"), in which there shall be established and created a Principal Account, an Interest Account and a Prepayment Account. The Treasurer may establish such additional funds, accounts or subaccounts of the funds or accounts listed above as he or she deems necessary or prudent to further his or her duties pursuant to this Resolution. SECTION 11. Improvement Fund. Except to the extent that Notes are issued in payment of interest due and payable on other Notes, proceeds derived from the sale of the Notes shall be deposited into the Improvement Fund. The Treasurer shall pay the costs of issuing the Notes, the costs of the Improvements and any and all other Authorized Expenditures from the Improvement Fund. Amounts on deposit in the Improvement Fund after the completion of the Improvements and the payment of all claims with respect thereto shall be transferred to the Redemption Fund and applied by the Treasurer in the manner provided in Section 10427.1 of the 1913 Act. SECTION 12. Assessment Fund. Upon receipt of moneys constituting Assessment Installments, the Treasurer shall deposit such moneys into the Assessment Fund. On or prior to each Interest Payment Date, the Treasurer shall transfer moneys on deposit in the Assessment Fund in the amounts set forth in the following Sections, in the following order of priority, to: (a) the Administrative Expense Fund, an amount sufficient to make the amount therein equal to the Administrative Expense Requirement; (b) the Interest Account of the Redemption Fund, an amount sufficient to make the Interest Payment on the next succeeding Interest Payment Date for the Notes; and (c) the Principal Account of the Redemption Fund, the remaining amount, if any. SECTION 13. Administrative Expense Fund. Amounts on deposit in the Administrative Expense Fund shall be applied by the Treasurer to the payment of Administrative Expenses. SECTION 14. Redemption Fund. The principal of and interest on the Notes shall be paid from the Redemption Fund. Moneys in the Interest Account shall be used for the payment of interest on the Notes as the same becomes due. Moneys in the Principal Account shall be used for the payment of the principal of the Notes on or before the Maturity Date. At the maturity of the Notes, and after all principal and interest then due on any outstanding Notes has been paid or provided for, moneys in the Redemption Fund shall be transferred to the Assessment Fund. SECTION 15. Prepayment Account; Prepayments. Moneys set aside in the Prepayment Account shall be used solely for the purpose of redeeming Notes and shall be applied on the 6 DOCSOC\844281 v4\22925.0003 applicable redemption date to the payment of principal of the Notes to be redeemed upon presentation and surrender of such Notes. Upon receiving any prepayment of an Assessment, the Treasurer shall deposit that portion, if any, of the prepayment representing accrued interest owing on the Notes to the Interest Account of the Redemption Fund. The remaining portion of the prepayment is to be retained in the Prepayment Account and shall be used to redeem Notes on the next date for which proper notice of redemption can be given. SECTION 16. Covenants. So long as any of the Notes are Outstanding and unpaid, the Public Utility District makes the following covenants with the Owners under the provisions of the 1913 Act, the 1915 Act and this Resolution (to be performed by the Public Utility District or its proper officers, agents or employees), which covenants are Inecessary, convenient and desirable to secure the Notes and tend to make them more marketable; provided, however, that said covenants do not require the Public Utility District to expend any funds or moneys other than the Assessments: (a) Punctual Payment; Covenant Against Encumbrances. The Public Utility District covenants that it will receive all Assessment Installments in trust and will, consistent with the provisions hereof, deposit the Assessment Installments in the Redemption Fund, and the Public Utility District shall have no beneficial right or interest in the amounts so deposited except as provided by this Resolution. All such Assessment Installments shall be disbursed, allocated and applied solely to the uses and purposes herein set forth, and shall be accounted for separately and apart from all other money, funds, accounts or other resources of the Public Utility District. ram... The Public Utility District covenants that it will duly and punctually pay or cause to be paid the principal of and interest on every Note issued hereunder on the date, at the place and in the manner set forth in the Notes and in accordance with this Resolution to the extent Assessments and interest earnings transferred to the Redemption Fund are available therefor, and that the payments into the Redemption Fund will be made, all in strict conformity with the terms of the Notes and this Resolution; and that it will faithfully observe and perform all of the conditions, covenants and requirements of this Resolution and of the Notes issued hereunder. The Public Utility District will not mortgage or otherwise encumber, pledge or place any charge upon any of the Assessment Installments, and will not issue any obligation or security superior to the Notes, payable in whole or in part from the Unpaid Assessments. (b) Issuance of Obligations to Pay Notes. If sufficient Assessment Installments or other moneys are not legally available therefor, the Public Utility District shall issue notes, bonds or other evidences of indebtedness, payable from Assessment Installments, at a time and in an amount sufficient, together with other moneys as are available therefor to pay the principal of and interest on the Notes on or before the Maturity Date. The Public Utility District shall use the proceeds of any such notes, bonds or other evidences of indebtedness to pay the Notes. (c) Books and Accounts. The Public Utility District_will keep proper books of record and accounts, separate from all other records and accounts of the Public Utility District, in which complete and correct entries shall be made of all transactions made by its Treasurer hereunder. Such books of record and accounts shall at all times during business hours and upon reasonable prior notice be subject to the inspection of the Owners of not less than ten percent(10%) of the principal amount of the Notes then outstanding or their representatives authorized in writing. 7 DOCSOC\84428 I v4\22925.0003 (d) Tax Covenants. Notwithstanding any other provision of this Resolution, absent an opinion of Bond Counsel that the exclusion from gross income of interest on the Notes will not be adversely affected for federal income tax purposes by reason of the Public Utility District's failure to do so, the Public Utility District covenants to comply with all applicable requirements of the Tax Code, necessary to preserve such exclusion from gross income and specifically covenants, without limiting the generality of the foregoing, as follows: Private Activity. The Public Utility District will not take or omit to take any action or make any use of the proceeds of the Notes or of any other moneys or property which would cause the Notes to be "private activity bonds" within the meaning of Section 141 of the Tax Code. Arbitrage. The Public Utility District will make no use of the proceeds of the Notes or of any other amounts or property, regardless of the source, or take or omit to take any action which would cause the Notes to be "arbitrage bonds" within the meaning of Section 148 of the Tax Code. Federal Guarantee. The Public Utility District will make no use of the proceeds of the Notes or take or omit to take any action that would cause the Notes to be "federally guaranteed" within the meaning of Section 149(b) of the Tax Code. Information Reporting. The Public Utility District will take or cause to be taken all necessary action to comply with the informational reporting requirement of Section 149(e) of the Tax Code. Miscellaneous. The Public Utility District will take no action inconsistent with its expectations stated in the Tax Certificate and will comply with the covenants and requirements stated therein and incorporated by reference herein. Without limiting the generality of the foregoing, the Public Utility District agrees that there shall be paid from time to time all amounts required to be rebated to the United States pursuant to Section 148(f) of the Tax Code and any temporary, proposed or final Treasury Regulations as may be applicable to the Notes from time to time. In particular, the Public Utility District shall pay to the United States Treasury, (X) Not later than 60 days after the end of(A) the fifth Bond Year, and (B) each applicable fifth Bond Year thereafter, an amount equal to at least 90% of the Rebate Requirement calculated as of the end of such Bond Year; and (Y) Not later than 60 days after the payment of all the Notes, an amount equal to 100% of the Rebate Requirement calculated as of the end of such applicable Bond Year, computed in accordance with Section 148(f) of the Code. This covenant shall survive payment in full or defeasance of the Notes. SECTION 17. Collection of the Administrative Expense Requirements The Public Utility District covenants that it will collect annually an amount specified by the Treasurer to be the Administrative Expense Requirement, which amount will be expressed as a percentage of the annual levy of Assessment Installments, to pay for Administrative Expenses. The Administrative Expense Requirement so collected shall not exceed the amount specified in the Engineer's Report. 8 DOCSOC\844281 v4\22925.0003 SECTION 18. Event of Default. Any one or more of the following events shall constitute an "event of default": (a) Default in the due and punctual payment of the principal of any Note when and as the same shall become due and payable; (b) Default in the due and punctual payment of the interest on any Note when and as the same shall become due and payable; or (c) Default by the Public Utility District in the observance of any of the agreements, conditions or covenants on its part in this Resolution or in the Notes contained, and the continuation of such default for a period of thirty (30) days after the Public Utility District shall have been given notice in writing of such default by any Owner, provided that if within thirty (30) days the Public Utility District has commenced curing of the default and diligently pursues elimination thereof, such period shall be extended to permit such default to be eliminated. SECTION 19. Remedies of Owners. Following the occurrence of an event of default, any Owner shall have the right for the equal benefit and protection of all Owners similarly situated: (a) By mandamus or other suit or proceeding at law or in equity to enforce his or her rights against the Public Utility District and any of the members, officers and employees of the Public Utility District, and to compel the Public Utility District or any such members, officers or employees to perform and carry out their duties under the 1913 Act or the 1915 Act and their agreements with the Owners as provided in this Resolution; (b) By suit in equity to enjoin any actions or things which are unlawful or violate the rights of the Owners; or (c) By a suit in equity to require the Public Utility District and its members, officers and employees to account as the trustee of an express trust. Nothing in this Resolution, or in the Notes, shall affect or impair the obligation of the Public Utility District, which is absolute and unconditional, to pay the interest on and principal of the Notes to the respective owners of the Notes at the Maturity Date, as herein provided, out of the Assessments pledged for such payment, or affect or impair the right of action, which is also absolute and unconditional, of such Owners to institute suit to enforce such payment by virtue of the contract embodied in the Notes and in this Resolution. A waiver of any default of breach of duty or contract by any Owner shall not affect any subsequent default or breach of duty or contract, or impair any rights or remedies on any such subsequent default or breach. No delay or omission by any Owner 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 of any such default or an acquiescence therein, and every power and remedy conferred upon the Owners by the 1913 Act or the 1915 Act or by this Resolution may be enforced and exercised from time to time and as often as shall be deemed expedient by the Owners. If any suit, action or proceeding to enforce any right or exercise any remedy is abandoned or determined adversely to the Owners, the Public Utility District and the Owners shall be restored to their former positions, rights and remedies as if such suit, action or proceeding had not been brought 9 DOCSOC\844281 v4\22925.0003 or taken. No remedy herein conferred upon or reserved to the Owners is intended to be exclusive of "A any other remedy. Every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing, at law or in equity or by statute or otherwise, and may be exercised without exhausting and without regard to any other remedy conferred by the 1913 Act, the 1915 Act or any other law. SECTION 20. Provisions Constitute Contract; Successors. The provisions of this Resolution shall constitute a contract between the Public Utility District and the Noteowners and the provisions hereof shall be construed in accordance with the laws of the State of California. SECTION 21. Further Assurances; Incontestability. The Public Utility District will adopt, make, execute and deliver any and all such further resolutions, instruments and assurances as may be reasonably necessary or proper to carry out the intention or to facilitate the performance of this Resolution, and for the better assuring and confirming unto the Owners of the Notes of the rights and benefits provided in this Resolution. After the sale and delivery of the Notes by the Public Utility District, the Notes shall be incontestable by the Public Utility District. SECTION 22. Severability. If any covenant, agreement or provision, or any portion thereof, contained in this Resolution, or the application thereof to any person or circumstance, is held to be unconstitutional, invalid or unenforceable, the remainder of this Resolution and the application of any such covenant, agreement or provision, or portion thereof, to other persons or circumstances, shall be deemed severable and shall not be affected thereby, and this Resolution and the Notes shall remain valid and the Noteowners shall retain all valid rights and benefits accorded to them under the laws of the State of California. SECTION 23. General Authorization. The officers of the Public Utility District (including, but not limited to the General Manager, the Clerk, and the Treasurer) are hereby respectively authorized to do and perform from time to time any and all acts and things consistent with this Resolution necessary or appropriate to carry the same into effect. SECTION 24. Liberal Construction. This Resolution shall be liberally construed to the end that its purpose may be effected. No error, irregularity, informality and no neglect or omission herein or in any proceeding had pursuant hereto which does not directly affect the jurisdiction of the Public Utility District Board of Directors shall void or invalidate this Resolution or such proceeding or any part thereof, or any act or determination made pursuant thereto. SECTION 25. Notice. Any notices required to be given to the Public Utility District with respect to the Notes for this Resolution shall be mailed, first class, or personally delivered to the General Manger at Truckee Donner Public Utility District, 11570 Donner Pass Road, Truckee, California 96160, and all notices to the Bank shall be mailed, first class, or personally delivered to the Bank at U.S. Bank National Association, 1420 Fifth, TD-WA-T9IN, Seattle, Washington 98101. SECTION 26. Action on Next Business Day. If the date for making any payment or the last date for performance of any act or the exercising of any right, as provided in this Resolution, is not a Business Day, such payment, with no interest accruing for the period from and after such nominal date, may be made or act performed or right exercised on the next succeeding Business Day with the same force and effect as if done on the nominal date provided therefore in this Resolution. 10 DOCSOC\84428I v4\22925.0003 EXHIBIT A [FORM OF FACE OF NOTE] UNITED STATES OF AMERICA STATE OF CALIFORNIA NUMBER $ TRUCKEE-DONNER PUBLIC UTILITY DISTRICT DONNER LAKE WATER ASSESSMENT DISTRICT NO. 00-1 BOND ANTICIPATION NOTE, SERIES 2001 MATURITY ISSUANCE DATE DATE September 19, 2002 REGISTERED OWNER: PRINCIPAL AMOUNT: DOLLARS Under and by virtue of the Improvement Bond Act of 1915, Division 10 (commencing with Section 8500) of the California Streets and Highways Code (the"Act") and Resolution No. (the "Resolution of Issuance")adopted by the Board of Directors of the Truckee-Donner Public Utility District(the "Public Utility District") on the 19th day of September, 2001, the Public Utility .. District will, out of the redemption fund for the payment of the Notes issued upon the unpaid portion of assessments made for the acquisition, work, and improvements more fully described in proceedings taken pursuant to Resolution No. (the "Resolution of Intention") adopted by the of the Public Utility District on the_th day of ,pay to the registered owner named above, on the Maturity Date indicated above, the principal sum stated above in lawful money of the United States of America, all as provided for in the Resolution of Issuance. In like manner,the Public Utility District will pay interest on this Note at the Prime Rate (as defined in the Resolution of Issuance) of U.S. Bank National Association on the first days of January,April, and July, 2001 and on the Maturity Date set forth above. The principal hereof is payable at the Office of the Public Utility District, and the interest hereon is payable by check mailed by first class mail, postage prepaid to the owner hereof at the owner's address as it appears on the records of the Treasurer of the Public Utility District or, at the option of the Public Utility District, by the issuance of additional Notes and the delivery thereof to the Bank. This Note will bear interest after maturity at the Default Rate (as defined in the Resolution of Issuance) provided it is presented at maturity and payment hereof is refused upon the sole ground that there are not sufficient moneys in said redemption fund with which to pay the same. THE PUBLIC UTILITY DISTRICT HAS DECLARED AND DETERMINED IN THE RESOLUTION OF INTENTION THAT,PURSUANT TO SECTION 8769 OF THE IMPROVEMENT BOND ACT OF 19159 IT WILL NOT OBLIGATE ITSELF TO ADVANCE ., AVAILABLE FUNDS FROM THE PUBLIC UTILITY DISTRICT TREASURY TO CURE ANY DEFICIENCY WHICH MAY OCCUR IN THE REDEMPTION FUND. 12 DOCSOC\8442 81 v4\22925.0003 NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE PUBLIC UTILITY DISTRICT, THE STATE OF CALIFORNIA OR ANY POLITICAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF THE NOTES. THE NOTES ARE SPECIAL OBLIGATIONS OF THE PUBLIC UTILITY DISTRICT PAYABLE SOLELY FROM THE SOURCES DESCRIBED IN THE RESOLUTION OF ISSUANCE. REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF FULLY SET FORTH AT THIS PLACE. IN WITNESS WHEREOF, the Truckee-Donner Public Utility District has caused this Note to be signed in facsimile by its Treasurer of said Public Utility District and attested to by its Clerk, and has caused its corporate seal to be reproduced in facsimile hereon, all as of the date set forth hereinabove. TRUCKEE-DONNER PUBLIC UTILITY DISTRICT [SEAL] Treasurer ATTEST: Clerk 13 DOCS00844281 v4\22925.0003 [FORM OF BACK OF NOTE] This Note is one of several Notes issued by the Public Utility District under the Act and the Resolution of Issuance for the purpose of providing means for paying for the improvements described in the proceedings; and it is secured by the moneys in the redemption fund and by the unpaid portion of certain assessments made for the payment of those improvements, and, including principal and interest, is payable exclusively out of said fund. This Note or any portion of it may be redeemed and paid in advance of maturity, in whole or in part, at the option of the Public Utility District, on any date, by giving at least five days' notice by facsimile transmission to the registered owner hereof at the owner's address as it appears on the registration books of the Treasurer of the Public Utility District, at the principal amount called for redemption together with accrued interest to the date of redemption. This Note is transferable by the registered owner hereof, in person or by the owner's attorney duly authorized in writing, at the office of the Treasurer of the Public Utility District, subject to the terms and conditions provided in the Resolution of Issuance, including the payment of certain charges, if any, upon surrender and cancellation of this Note. Upon such transfer a new registered Note or Notes of any authorized denomination or denominations, of the same maturity, for the same aggregate principal amount, will be issued to the transferee in exchange herefor. Notes shall be registered only in the name of an individual (including joint owners), a corporation, a partnership, or a trust. The Public Utility District and its Treasurer may treat the owner hereof, as shown on the Note register kept by its Treasurer, as the absolute owner for all purposes; and the Public Utility District shall not be affected by any notice to the contrary. The Resolution of Issuance is incorporated by reference herein and by acceptance hereof the registered owner assents to said terms and conditions. [FORM OF ASSIGNMENT] ASSIGNMENT For value received the undersigned do(es) hereby sell, assign and transfer unto TAX I.D.#: the within Note and doe(es)hereby irrevocably constitute and appoint attorney to transfer the same on the Note Register with full power of substitution in the premises. Date: SIGNATURE GUARANTEED: NOTE: The signature(s) to this Assignment must correspond with the name(s) as written on the face of the within Note in every particular, without alteration or enlargement or any change whatsoever and the signatures)must be guaranteed by an eligible guarantor. 14 DOCSOC\844281 v4\22925.0003