HomeMy WebLinkAboutRES 2004-07 - Board I Pell
a TRUCKEE
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Resolution No. 2004- 07
APPROVING AGREEMENT TO ACQUIRE
HARDWARE AND SOFTWARE
WHEREAS, the Board of Directors of the Truckee Donner Public Utility District
has determined that a true and very real need exists for the acquisition of the
hardware and software to upgrade its billing and accounting computer systems
described in the Individual Payment Schedule No. 10 and the Master Municipal
Lease and Option Agreement No. 909 (the "Agreement") presented at this
meeting; and
WHEREAS, the Board of Directors has taken the necessary steps under
applicable law, including any legal bidding requirements, to arrange for the
acquisition of such hardware and software; 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 purpose;
NOW, THEREFORE, BE IT RESOLVED by the Board of Directors as follows:
1. The Board finds that the terms of said agreement are in the best interests
of the District for the acquisition of such hardware and software and the
Board designates and confirms the Board President and the District Clerk
to execute and deliver, and to witness (or attest) respectively, the
agreement and any related documents necessary for the consummation of
the transactions contemplated by the agreement.
2. That the acquisition of the hardware and software 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 and are in the best
interests of the District and no portion of the hardware and software will be
used directly or indirectly in any trade or business carried on by any
person other than a governmental unit of the state on a basis different
from the general public.
°- 3. The Lessee covenants that it will perform all acts within its power which
are or may be necessary to insure the maintenance of its legal status as
being a duly organized and existing entity under the laws of the state,
which status is the basis for the interest portion of the rental payments
coming due under the agreement to at all times remain exempt from
federal income taxation under the laws and regulations of the United
States of America as presently enacted and construed or as hereafter
amended.
4. It is the intent of the District to be reimbursed from the proceeds of the
Agreement approved herein for prior expenditures in the event that the
District elects to disburse moneys from its own reserves for acquiring the
hardware and software. Such declaration of official intent to be
reimbursed is issued pursuant to Section 1.103-18 of the Federal Income
Tax Regulations.
James A. Maass President , Board of Directors
Name of the Party to Execute Individual Title
Payment Schedule No. 10
Peter L. Holzmeister District Clerk
Name of the Party to Sign Acceptance Title
Certificate
PASSED AND ADOPTED by the Board of Directors at a meeting duly called and
held within the District on the seventh day of April, 2004 by the following roll call
vote:
AYES: Directors Hemig, Maass, Sutton and Van Gundy
NOES: None
ABSENT: Director Aguera
TRUCKEE DONNER PUBLIC UTILITY DISTRICT
Ja s A. Maass, President
ATTEST:
,a
Peter L. Holzmeister, District CI rk
.� COST ESTIMATE TO UPGRADE CUSTOMER BILLING AND
ACCOUNTING HARDWARE AND IVUE SOFTWARE FROM NISC -212711
Computer System $44,000
System Software 17,810
System Integration Fee 3,500
Laser Checks 1,642
System Hardware& Software $66,952
Sales Tax 4,868
IVUE Implementation Fee/Conversion Costs 39,900
Out-of-Rocket Travel Expenses(estimate) 15,000
Custom Reporting Expenses 10,000
. Total Upgrade Costs $136,720
INDIVIDUAL PAYMENT SCHEDULE#10
TO
MASTER MUNICIPAL LEASE AND OPTION AGREEMENT NUMBER 909
Entered into March 15,2004,(the"Dated Date")by and between the Lessor and the Lessee,this Individual Payment Schedule#10 is made a part of
Master Municipal Lease and Option Agreement Number 909 and hereby incorporates all terms and conditions of said Agreement with respect to
Lessee's and Lessor's rights in the personal property described in this Schedule.
This Individual Payment Schedule consists of:
Exhibit A Resolution of Governing Body
Exhibit B Opinion of Lessee's Counsel
Exhibit C Certificate as to Arbitrage
Exhibit D Description of Equipment
Exhibit E Schedule of Payments
Exhibit F Acceptance Certificate
Exhibit G Insurance Coverage Requirements
Supplements: 8038-G IRS Filing
LESSOR: Municipal Services Group,Inc. LESSEE: Truckee Donner Public Utility District
By: By:
Title: Title:
Date: Date:
EXHIBIT A - Page 2 of 2
3. The Lessee covenants that it will perform all acts within its power which
are or may be necessary to insure the maintenance of its legal status as
being a duly organized and existing entity under the laws of the state,
which status is the basis for the interest portion of the rental payments
coming due under the agreement to at all times remain exempt from
federal income taxation under the laws and regulations of the United
States of America as presently enacted and construed or as hereafter
amended.
4. It is the intent of the District to be reimbursed from the proceeds of the
Agreement approved herein for prior expenditures in the event that the
District elects to disburse moneys from its own reserves for acquiring the
hardware and software. Such declaration of official intent to be
reimbursed is issued pursuant to Section 1.103-18 of the Federal Income
Tax Regulations.
Name of the Party to Execute Individual Title
Payment Schedule No. 10
Name of the Party to Sign Acceptance Title
Certificate
PASSED AND ADOPTED by the Board of Directors at a meeting duly called and
held within the District on the seventh day of April, 2004 by the following roll call
vote:
AYES:
NOES:
ABSENT:
TRUCKEE DONNER PUBLIC UTILITY DISTRICT
James A. Maass, President
ATTEST:
Peter L. Holzmeister, District Clerk
Agreement No.909-10
EXHIBIT C
ram.
CERTIFICATE AS TO ARBITRAGE
1, the undersigned officer of Truckee Donner Public Utility District (the "Lessee") being the person duly charged, with others, with
responsibility of issuing the Lessee's obligation in the form of that certain agreement entitled Master Municipal Lease and Option Agreement (the
"Agreement")numbered 909,and issued said date HEREBY CERTIFY that:
1. The Agreement was issued by Lessee under and pursuant to existing law to finance the acquisition of the certain Equipment described
therein.
2. Pursuant to the Agreement, Lessee is entitled to receive said Equipment in consideration for the obligation of Lessee under the
Agreement. Said Equipment will be used in furtherance of the public purposes of Lessee. Lessee does not intend to sell said Equipment or said
Agreement or to otherwise dispose of said Equipment during the term of the Agreement. Lessee will not receive any monies, funds, or other
"proceeds"as a result of the Agreement.
3. Lessee expects to make payments under the Agreement from its General Fund in amounts equal to the required payments under the
Agreement. The remaining general funds of Lessee are not reasonably expected to be used to make such payments and no other monies are pledged
to the Agreement or reasonably expected to be used to pay principal and interest on the Agreement.
4. Lessee has not received notice that its Certificate may not be relied upon with respect to its own issues nor has it been advised that any
adverse action by the Commissioner of Internal Revenue is contemplated.
5. Lessee certifies that the Equipment(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.
To the best of my knowledge, information and belief the expectations herein expressed are reasonable and there are no facts, estimates or
circumstances other than those expressed herein that would materially affect the expectations herein expressed.
IN WITNESS WHEREOF,I have hereunto set my hand this day of ,20
LESSEE: Truckee Donner Public Utility District
By:
Title:
Agreement No.909-10
EXHIBIT E
SCHEDULE OF PAYMENTS
Base Interest Rate: 4.57%
U.S.Treasury Note Yield: l.21%
U.S.Treasury Note Index Percent: 377.69%
Adjusted Base Interest Rate:
Dated Date: March 15,2004
PMT PAYMENT PRINCIPAL INTEREST PURCHASE
# DATE PAYMENT PORTION PORTION PRICE
1 15 - Jun-04. 9,623.85 8,024-35 1,599.50 134,082.72
2 15 - Sep-04 9,623.85 8,116.04 1,507.82 125,715.89
3 15 - Dec-04 9,623.85 8,208.75 1,415.10 117,270.63
4 15 - Mar-05 9.623.85 8,302.54 1,321.31 1013,746.19
5 15 - Jun-05 9,623.85 8,397.40 1126.4.5 100,141.83
6 15 . Sep.05 9,623.85 8,493.34 1,130.51 91,456.81
7 15 - Dec-05 9,623.85 8,5930.3 i• 1,033.48 82,690.36
8 15 - M.ar-06 9,623.85 8,M.52 935.33 73,841.73
9 15 - Jun-W 9,623.85 8,787.76 836.07 64,910.14
10 15 - Sep406 9,623.85 8,888.18 735.67 55,,894.82
11 15 - Dec-06 9,623.85 8,989.73 634.12 46,794.98
12 15 Mar-07 9,623.85 9,092.44 531.41 37,609.83
13 15 - J 07 9,623.85 9,19+6.32 427.53 28,338.57
14 15 - Sep-07 9,623.85 9,301.39 32.2.46 18,980.39
15 15 - Dec.-07 9.623.85 9,407-66 216.19 9,534.48
16 15 - Mar-08 9,623.85 9,515.14 108.71 0-01
TOTAL 153,981.66 140,000.00 13,981.66
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,the Lessor reserves the right to
adjust and determine a new Base Interest Rate(the"Adjusted Base Interest Rate")pursuant to the provisions hereof. The Adjusted Base Interest Rate
shall be determined by multiplying the U. S. Treasury Note Yield for a maturity comparable to the Lease Term (as of the business day immediately
preceding the receipt of the documents by the Lessor) by the U. S. Treasury Note Index Percent. Such Adjusted Base Interest Rate shall be the
applicable interest rate for the principal balance of the Equipment that is the subject of this Individual Payment Schedule, and the Lessor and the
Lessee shall execute a revised Exhibit E to this Individual Payment Schedule to acknowledge such change.
LESSEE: Truckee Donner Public Utility District
By:
Title:
Agreement No.909-10
EXHIBIT G
INSURANCE COVERAGE REQUIREMENTS
low-
v: Municipal Services Group,Inc.
5125 South Kipling Parkway
Suite 300
Littleton,CO 80127
FROM: Truckee Donner Public Utility District
P.O.Box 309
Truckee,CA 96161
SUBJECT: INSURANCE COVERAGE REQUIREMENTS
1. In accordance with Section 8.03 of the Master Municipal Lease and Option Agreement No.909,we have instructed the insurance
agent named below(please fill in name,address,and telephone number)
to issue:
a. All Risk Physical Damage Insurance on the ]eased Equipment of Unit thereof(as defined in the Agreement) evidenced by a
rtificate of Insurance and Long Form Loss Payable Clause naming Lessor"and/or its assigns"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:
$500,000.00 per person
$500,000.00 aggregate bodily injury liability
$300,000.00 property damage liability
OR
2. Pursuant to Section 8.03 of the Agreement, we are self-insured for all risk physical damage and public liability and will provide
proof of such self-insurance in letter form together with a copy of the statute authorizing this form of insurance.
3. Proof of insurance coverage will be provided to Lessor prior to the time that the Equipment or Unit thereof is delivered to us.
LESSEE: Truckee Donner Public Utility District
By:
Title:
Agreement No.909-10
EXHIBIT F
ACCEPTANCE CERTIFICATE
The undersigned, as Lessee under the Master Municipal Lease and Option Agreement (the "Agreement") numbered 909, with Municipal
Services Group,Inc. ("Lessor"),acknowledges receipt in good condition of the Equipment described in the Agreement or in the applicable Individual
Payment Schedule attached thereto this day of and certifies that Lessor has fully and satisfactorily performed all
of its covenants and obligations required under the Agreement.
Lessee confirms that it will commence payments in accordance with Article 6 of the Agreement or the provisions of the applicable
Individual Payment Schedule.
The undersigned officer of the Lessee hereby reaffirms in all respects the Certificate as to Arbitrage attached as Exhibit C to the Agreement,
and represents that,to the best of his or her knowledge,information and belief,the expectations therein expressed were reasonable as of the Accrual
Date on which they were made, and are reasonable as of this date, and that there were, and are as of this date,no facts, estimates or circumstances
other than those expressed therein that would materially affect the expectations expressed therein.
LESSEE: Truckee Donner Public Utility District
By:
Title:
Agreement No.909-10
EXHIBIT D
DESCRIPTION OF EQUIPMENT
The Equipment which is the subject of the Individual Payment Schedule No. 10 to the Master Municipal Lease and Option Agreement is as
follows:
IVUE Accounting Hardware and Software
Together with all additions,accessions and replacements thereto.
Lessee hereby certifies that the description of the Equipment set forth above constitutes an accurate description of the "Equipment", as
defined in the attached Master Municipal Lease and Option Agreement applicable Individual Payment Schedule.
LESSEE: Truckee Donner Public Utility District
By:
Title:
Address of Equipment Upon Delivery and Acceptance: "`
EXHIBIT B
OPINION OF COUNSEL
(On Attorney's Letterhead)
Municipal Services Group,Inc.
5125 South Kipling Parkway
Suite 300
Littleton,CO 80127
Ladies and Gentlemen:
With respect to Individual Payment Schedule No. 10 and that certain Master Municipal Lease and Option Agreement ("the Agreement") by and
between Municipal Services Group,Inc.("Lessor")and the Truckee Donner Public Utility District("Lessee"),I am of the opinion that: (i)Lessee is a
state or political subdivision thereof within the meaning of Section 103 of the Internal Revenue Code of 1986,as amended;(ii)the execution,delivery
and performance by Lessee of the Agreement and Individual Payment Schedule No. 10 have been duly authorized by all necessary action on the part
of Lessee;(iii)the Agreement is a legal,valid and binding obligation of Lessee,enforceable in accordance with its terms. To the extent lawful,in the
event Lessor obtains a judgment against Lessee in money damages,as a result of an event of default under the Agreement,Lessee will be obligated to
pay such judgment;(iv)the signatures of the officers of Lessee which appear on the Agreement and Individual Payment Schedule No. 10 are true and
genuine; I know said officers and know them to hold the offices set forth below their names; and (v) the Equipment leased pursuant to Individual
Payment Schedule No. 10 of the Agreement constitutes personal property under applicable law and when subjected to use by Lessee will not be
construed as a fixture.
Attorney for Lessee
EXHIBIT A - Page 1 of 2
ONNER
r. ,,.=E D
,,:....
Public
Resolution No. 2004-
APPROVING AGREEMENT TO ACQUIRE HARDWARE AND
SOFTWARE
WHEREAS, the Board of Directors of the Truckee Donner Public Utility District
has determined that a true and very real need exists for the acquisition of the
hardware and software to upgrade its billing and accounting computer systems
described in the Individeual Payment Schedule No. 10 and the Master Municipal
Lease and Option Agreement No. 909 (the "Agreement") presented at this
meeting; and
WHEREAS, the Board of Directors has taken the necessary steps under
applicable law, including any legal bidding requirements, to arrange for the
acquisition of such hardware and software; 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 purpose;
NOW, THEREFORE, BE IT RESOLVED by the Board of Directors as follows:
1. The Board finds that the terms of said agreement are in the best interests
of the District for the acquisition of such hardware and software and the
Board designates and confirms the Board President and the District Clerk
to execute and deliver, and to witness (or attest) respectively, the
agreement and any related documents necessary for the consummation of
the transactions contemplated by the agreement.
2. That the acquisition of the hardware and software 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 and are in the best
interests of the District and no portion of the hardware and software 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.