HomeMy WebLinkAboutRES 2006-24 - Board Public District
RESOLUTION NO. 2006-24
RESOLUTION OF THE TRUCKEE DONNER PUBLIC UTILITY DISTRICT
AUTHORIZING THE EXECUTION AND DELIVERY OF REFUNDING REVENUE
CERTIFICATES OF PARTICIPATION, AN OFFICIAL STATEMENT,
PRELIMINARY OFFICIAL STATEMENT AND APPROVING THE EXECUTION
AND DELIVERY OF CERTAIN DOCUMENTS IN CONNECTION THEREWITH
AND CERTAIN OTHER MATTERS
WHEREAS, the Truckee Donner Public Utility District (the "District"), a public utility district duly organized
and existing under and pursuant to the Constitution and laws of the State of California (the "State"),
including the Public Utility District Act (the "Act"), Division 7 of the Public Utilities Code (the "Code"), is
authorized under the Constitution and laws of the State, including without limitation, Section 16431 of the
Code, to acquire equipment and facilities as the Board of the Directors of the District (the "Board")
determines is in the best interests of the District;
WHEREAS, the District is authorized under Article 11 of Chapter 3 of Part 1 of Division 2 of
Title 5 of the Government Code of the State of California, including all laws amendatory thereof or
supplemental thereto, to refinance the acquisition of property for its water system;
WHEREAS, this Board proposes to undertake the refinancing of certain water system equipment
and facilities refinanced in 1996 and proposes to finance certain water system equipment and facilities;
WHEREAS, this Board has determined it is in the best interests of the District to refinance and
finance such equipment and facilities;
WHEREAS, this Board has determined that it is in the best interest of the District to cause
Refunding Revenue Certificates of Participation ("Certificates") to be executed and delivered to refinance
and finance such equipment and facilities and to approve certain documents in connection therewith; and
NOW, THEREFORE, the Board of the District does hereby resolve as follows:
1. The Installment Purchase Agreement, in substantially the form attached hereto as
Exhibit A and, upon execution as authorized below, made a part hereof as though set forth in full herein,
be and the same is hereby approved. In accordance with Section 16033 of the Code, the President of
the Board (the "President") is hereby authorized and directed to execute and deliver the Installment
Purchase Agreement on behalf of the District with such changes, insertions and omissions as may be
recommended by General Counsel or Special Counsel and approved by the President executing the
same, said execution being conclusive evidence of such approval, and in accordance with Section 16115
of the Code, the Clerk of the Board of the District (the "Clerk") is hereby authorized and directed to
countersign the Installment Purchase Agreement.
2. The Trust Agreement, in substantially the form attached hereto as Exhibit B and, upon
execution as authorized below, made a part hereof as though set forth in full herein, be and the same is
hereby approved. In accordance with Section 16033 of the Code, the President is hereby authorized
and directed to execute and deliver the Trust Agreement on behalf of the District with such changes,
insertions and omissions as may be recommended by General Counsel or Special Counsel and
approved by the President executing the same, said execution being conclusive evidence of such
approval, and in accordance with Section 16115 of the Code, the Clerk is hereby authorized and directed
to countersign the Trust Agreement.
Resolution 2006-24
3. The Escrow Agreement, in substantially the form attached hereto as Exhibit C and, upon
execution as authorized below, made a part hereof as though set forth in full herein, be and the same is
hereby approved. In accordance with Section 16033 of the Code, the President is hereby authorized
and directed to execute and deliver the Escrow Agreement on behalf of the District with such changes,
insertions and omissions as may be recommended by General Counsel or Special Counsel and
approved by the President executing the same, said execution being conclusive evidence of such
approval, and in accordance with Section 16115 of the Code, the Clerk is hereby authorized and directed
to countersign the Escrow Agreement.
4. The Board hereby authorizes the preparation, sale and delivery of the Certificates in an
aggregate principal amount not to exceed $28,000,000 (except such amount may be increased with the
approval of the General Manager to provide for original issue discount to the extent such original issue
discount will result in a lower interest rate or yield to maturity with respect to the Certificates) in
accordance with the terms and provisions of the Trust Agreement.
5. The Purchase Contract between the District and Stone & Youngberg LLC, in substantially
the form attached hereto as Exhibit D and, upon execution as authorized below, made a part hereof as
though set forth in full herein, be and the same is hereby approved. In accordance with Section 16033 of
the Code, the President is hereby authorized and directed to execute and deliver the Purchase Contract
on behalf of the District with such changes, insertions and omissions as may be recommended by
General Counsel or Special Counsel and approved by the President executing the same, said execution
being conclusive evidence of such approval, and in accordance with Section 16115 of the Code, the
Clerk is hereby authorized and directed to countersign the Purchase Contract; provided, however that in
no event shall the principal amount exceed $28,000,000 (except such amount may be increased with the
approval of the General Manager as provided in Section 4 above with respect to original issue discount),
nor shall the underwriting discount exceed 1%.
6. The preparation and distribution of the Preliminary Official Statement, in the form attached
hereto as Exhibit E, be and the same is hereby approved. The General Manager is hereby authorized to
sign a certificate pursuant to Rule 15c2-12 promulgated under the Securities Exchange Act of 1934
relating to the Preliminary Official Statement and the President and General Manager are hereby
authorized and directed to execute, approve and deliver the Official Statement in the form of the
Preliminary Official Statement which, upon execution as authorized below, is made a part hereof as
though set forth in full herein, with such changes, insertions and omissions as may be recommended by
General Counsel or Special Counsel and approved by the President and General Manager executing the
same, said execution being conclusive evidence of such approval. The underwriter is hereby authorized
to distribute copies of said Preliminary Official Statement to persons who may be interested in the initial
purchase of the Certificates and is directed to deliver copies of any final Official Statement to all actual
initial purchasers of the Certificates.
7. The Continuing Disclosure Certificate, in substantially the form attached hereto as
Exhibit F and, upon execution as authorized below, made a part hereof as though set forth in full herein,
be and the same is hereby approved. In accordance with Section 16033 of the Code, the President is
hereby authorized and directed to execute and deliver the Continuing Disclosure Certificate on behalf of
the District with such changes, insertions and omissions as may be recommended by General Counsel
or Special Counsel and approved by the President executing the same, said execution being conclusive
evidence of such approval, and in accordance with Section 16115 of the Code, the Clerk is hereby
authorized and directed to countersign the Continuing Disclosure Certificate.
8. The Board hereby authorizes the General Manager to select a municipal bond insurer to
insure payments of interest with respect to and principal of all or a portion of the Certificates so long as
the General Manager determines that obtaining the municipal bond insurance policy provided thereby will
result in a lower interest rate or yield to maturity with respect to such Certificates. Special Counsel is
hereby directed to make all changes to the Installment Purchase Agreement, the Trust Agreement, the
Resolution 2006-24 2
Purchase Contract, the Preliminary Official Statement and the Continuing Disclosure Certificate as are
necessary to reflect the selection of a municipal bond insurer and the reasonable comments thereof.
9. The Board hereby authorizes the General Manager to select a municipal bond insurer to
provide a reserve fund surety bond to be deposited into the reserve fund for the Certificates, so long as
the General Manager determines that obtaining the reserve fund surety will result in a lower debt service
with respect to the Certificates than the total debt service with respect to the Certificates with a cash
funded reserve fund. Special Counsel is hereby directed to make all changes to the Installment
Purchase Agreement, the Trust Agreement, the Purchase Contract, the Preliminary Official Statement
and the Continuing Disclosure Certificate as are necessary to select a municipal bond insurer to provide
a reserve fund surety bond to be deposited into the reserve fund for the Certificates. In accordance with
Section 16033 of the Code, the President is hereby authorized to execute and deliver any customary
agreement with the municipal bond insurer providing the reserve fund surety bond approval, and in
accordance with Section 16115 of the Code, the Clerk is hereby authorized and directed to countersign
any such agreement.
10. The Bank of New York Trust Company, N.A., is hereby appointed to act as trustee under
the Trust Agreement and is appointed to act as escrow agent under the Escrow Agreement.
11. The President or Clerk or the General Manager or the designee and any other proper
officer of the District, acting singly, be and each of them hereby is authorized and directed to execute and
deliver any and all documents and instruments and to do and cause to be done any and all acts and
things necessary or proper for carrying out the transactions contemplated by the Trust Agreement, the
Installment Purchase Agreement, the Purchase Contract, the Continuing Disclosure Certificate, the
Official Statement, the Escrow Agreement and this resolution.
12. Unless otherwise defined herein, all terms used herein and not otherwise defined shall
have the meanings given such terms in the Trust Agreement unless the context otherwise clearly
requires.
13. This resolution shall take effect immediately.
I DO HEREBY CERTIFY that the foregoing is a true and correct copy of the Resolution adopted
by a majority vote of the Board of Directors of the Truckee Donner Public Utility District as required by
Section 16072 of the Code on September 20, 2006.
AYES: Directors Aguera, Hemig and Taylor
NOES: Directors Sutton and Thomason
ABSENT: None
TRUCKcic DO ER PUBLI TILITY DISTRICT
7
. Ro emig, President
[SEAL]
ATTEST:
Peter L. Holzmeister, District Clerk
Resolution 2006-24 3
Stradling Yocca Carlson&Rauth
Draft of 911412006
INSTALLMENT PURCHASE AGREEMENT
This INSTALLMENT PURCHASE AGREEMENT, made and entered into as of
September 1,2006 by and between TRUCKEE DONNER PUBLIC UTILITY DISTRICT,a public
utility district duly organized and existing under and by virtue of the laws of the State of California
(the "District"), and TRUCKEE DONNER PUBLIC UTILITY DISTRICT FINANCING
CORPORATION,a nonprofit public benefit corporation duly organized and existing under and by
virtue of the laws of the State of California(the"Corporation").
WITNESSETH:
WHEREAS, the District proposes to undertake the refinancing of certain equipment and
INSTALLMENT PURCHASE AGREEMENT facilities within the District Water System(the"1996 Project")and to finance certain equipment and
facilities within the District Water System(the"2006 Project")as more particularly described in
Exhibit B hereto(collectively,the"Project");
by and between
WHEREAS, the District and the Corporation have previously entered into an Installment
Purchase Agreement,dated as of November 1, 1996(the"1996 Installment Purchase Agreement")
TRUCKEE DONNER PUBLIC UTILITY DISTRICT whereby the Corporation agreed to assist the District in refinancing the 1996 Project;
WHEREAS,the District is authorized by Division 7 of the Public Utility Code of the State of
and California,including but not limited to Section 16431,to acquire property for its Water System,and
by Article 11 of Chapter 3 of Part 1 of Division 2 of Title 5 of the Government Code of the State of
TRUCKEE DONNER PUBLIC UTILITY DISTRICT FINANCING CORPORATION California to refinance the acquisition of property for its Water System;
WHEREAS,the Corporation has agreed to assist the District to finance and refinance the
Dated as of September 1,2006 Project;
WHEREAS, the District and the Corporation have duly authorized the execution of this
Agreement;
relating to
$ WHEREAS,all acts,conditions and things required by law to exist,to have happened and to
TRUCKEE DONNER PUBLIC UTILITY DISTRICT have been performed precedent to and in connection with the execution and delivery of this
REFUNDING REVENUE CERTIFICATES OF PARTICIPATION Installment Purchase Agreement do exist,have happened and have been performed in regular and
(WATER SYSTEM IMPROVEMENT PROJECTS), due time,form and manner as required by law,and the parties hereto are now duly authorized to
SERIES 2006 execute and enter into this Installment Purchase Agreement;
NOW, THEREFORE, IN CONSIDERATION OF THESE PREMISES AND OF THE
MUTUAL AGREEMENTS AND COVENANTS CONTAINED HEREIN AND FOR OTHER
VALUABLE CONSIDERATION, THE PARTIES HERETO DO HEREBY AGREE AS
FOLLOWS:
ARTICLE I
DEFINITIONS
Section 1.1. Definitions. Unless the context otherwise requires,the terms defined in this
section shall for all purposes hereof and of any amendment hereof or supplement hereto and of any
report or other document mentioned herein or therein have the meanings defined herein, the
DOCSSF/59523v6/022925-0017 DOCSSF/59523v6/022925-0017
(4) those portions of the Contracts required to be made during such period,or the Donner Lake Water Assessment District Number 00-1
next succeeding period,in each case accruing during such period and computed as if such
Contract was deemed to accrue daily during such period in equal amounts (except to the The term"Donner Lake Water Assessment District Number 00-1"means the assessment
extent the interest evidenced and represented thereby is capitalized); district established by that name by the District.
but less the earnings to be derived from the investment of moneys on deposit in debt service reserve DWR Proposition 55 Loan
funds established for Bonds or Contracts;
The term"DWR Proposition 55 Loan"means the loan agreement,dated as of August 13,
provided that,as to any such Bonds or Contracts bearing or comprising interest at other than a fixed 1992(numbered E53311),by and between the State of California Department of Water Resources
rate,the rate of interest used to calculate Debt Service shall,for all purposes,be assumed to bear and the District,as such DWR Proposition 55 Loan may be amended or supplemented in accordance
interest at a fixed rate equal to the higher of: with its terms.
(i) the actual rate on the date of calculation,or if such Contract or Bond is not Event of Default
yet outstanding,the initial rate(if established and binding),and
The term"Event of Default"means an event described in Section 8.1.
(ii) the highest average variable rate borne over a 3 month period of the preceding
12 months by outstanding variable rate debt issued by the District or,if no Fiscal Year
such variable rate debt is at the time outstanding, by variable rate debt of
which the interest rate is computed by reference to an index comparable to The term"Fiscal Year"means the period beginning on January 1 of each year and ending on
that to be utilized in determining the interest rate for the debt then proposed to the next succeeding December 31,or any other twelve-month period selected and designated as the
be issued; official Fiscal Year of the District.
provided further that if any series or issue of such Bonds or Contracts have twenty-five percent Independent Certified Public Accountant
(25%)or more of the aggregate principal amount of such series or issue due in any one year,Debt The term "Independent Certified Public Accountant" means any firm of certified public
Service shall be determined for the period of determination as if the principal of and interest on such
series or issue of such Bonds or Contracts were being paid from the date of incurrence thereof in accountants appointed by the District, each of whom is independent of the District and the
substantially equal annual amounts over a period of twenty-five (25) years from the date of Corporation pursuant to the Statement on Auditing Standards No.1 of the American Institute of
calculation;and Certified Public Accountants.
provided further that,as to any such Bonds or Contracts or portions thereof bearing no interest but Independent Financial Consultant
which are sold at a discount and which discount accretes with respect to such Bonds or Contracts or The term"Independent Financial Consultant"means a financial consultant or firm of such
portions thereof,such accreted discount shall be treated as interest in the calculation of Debt Service; consultants appointed by the District,and who,or each of whom: (1)is in fact independent and not
and
under domination of the District;(2)does not have any substantial interest,direct or indirect,with the
provided further that if the Bonds or Contracts constitute Paired Obligations,the interest rate on such District;and(3)is not connected with the District as an officer or employee thereof,but who may be
Bonds or Contracts shall be the resulting linked rate or the effective fixed interest rate to be paid by regularly retained to make reports thereto.
the District with respect to such Paired Obligations;and
Installment Payment Date:Parity Installment Payment Date
provided further that the amount on deposit in a debt service reserve fund on any date of calculation The term"Installment Payment Date"means the fifth day prior to each Interest Payment
of Debt Service shall be deducted from the amount of principal due at the final maturity of the Bonds
and Contracts for which such debt service reserve fund was established and to the extent the amount Date, or if said date is not a Business Day, then the preceding Business Day. The term"Parity
in such debt service reserve fund is in excess of such amount of principal, such excess shall be Installment Payment Date"means each date on which Parity Installment Payments are scheduled to
be paid by the District under and pursuant to any Contract.
applied to the full amount of principal due,in each preceding year,in descending order,until such
amount is exhausted. Installment Payments:Parity Installment Payments
District
The term"Installment Payments"means the Installment Payments of interest and principal
The term"District"means Truckee Donner Public Utility District,a public utility district scheduled to be paid by the District under and pursuant hereto. The term "Parity Installment
duly organized and existing under and by virtue of the laws of the State of California. Payments"means the payments of interest and principal scheduled to be paid by the District under
and pursuant to the Contracts.
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Revenue Fund 2006 Project
The term"Revenue Fund"means the fund by that name established pursuant to Section 5.2 The term "2006 Project" means the additions, betterments, extensions and improvements
hereunder;provided,however,the Revenue Fund excludes any account into which ad valorem taxes described in Exhibit B hereto under the heading"2006 Project".
levied by the District are deposited.
Water Service
Revenues
The term"Water Service"means the water distribution service made available or provided
The term"Revenues"means all income,rents,rates,fees,charges and other moneys derived by the Water System.
from the ownership or operation of the Water System,including,without limiting the generality of
the foregoing, Water System
(1) all income, rents, rates, fees, charges, business interruption insurance The term"Water System"means the whole and each and every part of the water system of
proceeds or other moneys derived by the District from the sale,furnishing and supplying of the District, including the portion thereof existing on the date hereof,and including all additions,
water or other services,facilities,and commodities sold,furnished or supplied through the betterments, extensions and improvements to such water system or any part thereof hereafter
facilities of or in the conduct or operation of the business of the Water System,plus acquired or constructed.
(2) the proceeds of any stand-by water availability charges,plus Written Consent of the Corporation or District,Written Order of the Corporation or District,Written
Request of the Corporation or District,Written Requisition of the Corporation or District
(3) the connection charges and facility fees or similar charges related to the
Water System,plus The terms "Written Consent of the Corporation or District," "Written Order of the
Corporation or District,""Written Request of the Corporation or District,"and"Written Requisition
(4) the earnings on and income derived from the investment of the amounts of the Corporation or District"mean,respectively,a written consent,order,request or requisition
described in clauses(1),(2)and(3)hereof and on Water System reserves and amounts on signed by or on behalf of(i)the Corporation by its Authorized Representative or(ii)the District by
deposit in the Rate Stabilization Fund, the President of its Board of Directors or the Manager of the District or by any two persons(whether
or not officers of the Board of Directors of the District)who are specifically authorized by resolution
but excluding in all cases customer deposits or any other deposits or advances subject to refund until of the District to sign or execute such a document on its behalf.
such deposits or advances have become the property of the District,revenues from Donner Lake
Water Assessment District Number 00-1,and any proceeds of taxes restricted by law to be used by ARTICLE II
the District to pay bonds hereafter issued.
REPRESENTATIONS AND WARRANTIES
"Revenues" shall also include all amounts transferred from the Rate Stabilization Fund to the
Revenue Fund during any Fiscal Year in accordance with Section 5.5 hereof and shall not include Section 2.1. Representations by the District. The District makes the following
any amounts transferred from the Revenue Fund to the Rate Stabilization Fund during any Fiscal representations:
Year in accordance with Section 5.2(c)hereof.
(a) The District is a public utility district duly organized and existing under and
Trust Agreement pursuant to the laws of the State of California.
The term"Trust Agreement"means the Trust Agreement,dated as of September 1,20069 by (b) The District has full legal right, power and authority to enter into this
and between the District,the Corporation and the Trustee,relating to the Certificates,as originally Agreement and carry out its obligations hereunder, to carry out and consummate all other
executed and as it may from time to time be amended or supplemented in accordance with its terms. transactions contemplated by this Agreement,and the District has complied with the provisions of
the Law in all matters relating to such transactions.
Trustee
(c) By proper action,the District has duly authorized the execution,delivery and
The term "Trustee" means The Bank of New York Trust Company, N.A., acting in its due performance of this Agreement.
capacity as Trustee under and pursuant to the Trust Agreement,and its successors and assigns.
(d) The District will not take or,to the extent within its power,permit any action
to be taken which results in the interest paid for the installment purchase of the Project under the
terms of this Agreement being included in the gross income of the Certificate Owners or their assigns
for purposes of federal or State of California income taxation.
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Fund purposes(but less the amount of any such retention which amount shall be certified to the ARTICLE V
Administrative Services Managerfrreasurer of the District by the District)to the Trustee which shall
transfer such amounts first to the Reserve Fund until the amount therein equals the Reserve SECURITY
Requirement, and thereafter to the Certificate Payment Fund for prepayment of Certificates in
accordance with Section 4.1 of the Trust Agreement. Section 5.1. Pledge of Revenues. All Revenues and all amounts on deposit in the
Revenue Fund and the Rate Stabilization Fund are hereby irrevocably pledged to the payment of the
ARTICLE IV Installment Payments as provided herein;and the Revenues shall not be used for any other purpose
while any of the Installment Payments remain unpaid; provided that out of the Revenues and
INSTALLMENT PAYMENTS amounts on deposit in the Revenue Fund and the Rate Stabilization Fund there may be apportioned
such sums for such purposes as are expressly permitted herein. This pledge,together with the pledge
Section 4.1. Purchase Price. created by all other Contracts and Bonds,shall constitute a first lien on Revenues and,subject to
application of Revenues and all amounts on deposit therein as permitted herein,the Revenue Fund,
(a) The Purchase Price to be paid by the District hereunder to the Corporation is the Rate Stabilization Fund and other funds and accounts created hereunder for the payment of the
the sum of the principal amount of the District's obligations hereunder plus the interest to accrue on Installment Payments and all other Contracts and Bonds in accordance with the terms hereof and the
the unpaid balance of such principal amount from the effective date hereof over the term hereof, Trust Agreement.
subject to prepayment as provided in Article VII.
Section 5.2. Allocation of Revenues. In order to carry out and effectuate the pledge and
(b) The principal amount of the payments to be made by the District hereunder is lien contained herein,the District agrees and covenants that all Revenues shall be received by the
set forth in Exhibit A hereto. District in trust hereunder and shall be deposited when and as received in a special fund designated as
the "Revenue Fund," which fund is hereby established and which fund the District agrees and
(c) The interest to accrue on the unpaid balance of such principal amount is as covenants to maintain and to hold separate and apart from other funds so long as any Contracts or
specified in Section 4.2 and Exhibit A hereto,and shall be paid by the District as and constitute Bonds remain unpaid. Moneys in the Revenue Fund shall be used and applied by the District as
interest paid on the principal amount of the District's obligations hereunder. provided in this Agreement.
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Section 4.2. Installment Payments. The District shall,subject to any rights of prepayment The District shall,from the moneys in the Revenue Fund,pay all Operation and Maintenance
t provided in Article VII,pay the Corporation the Purchase Price in installment payments of interest Costs(including amounts reasonably required to be set aside in contingency reserves for Operation
and principal in the amounts and on the Installment Payment Dates as set forth in Exhibit A hereto; and Maintenance Costs,the payment of which is not then immediately required)as such Operation
provided,however,that the amount of Installment Payments payable on any Installment Payment and Maintenance Costs become due and payable. Thereafter all remaining moneys in the Revenue
Date shall be reduced by the amounts on deposit in the Certificate Payment Fund on such Installment Fund shall be applied by the District at the following times for the transfer to the following respective
Payment Date,if any. special funds in the following order of priority;and all moneys in each of such funds shall be held in
Each Installment Payment shall be paid to the Corporation in lawful money of the United trust and shall be applied,used and withdrawn only for the purposes set forth in this Section.
States of America. In the event the District fails to make any of the payments required to be made by (a) Installment Payments. Not later than each Installment Payment Date, the
it under this section,such payment shall continue as an obligation of the District until such amount District shall,from the moneys in the Revenue Fund,transfer to the Trustee the Installment Payment
shall have been fully paid;and the District agrees to pay the same with interest accruing thereon at due and payable on that Installment Payment Date. The District shall also,from the moneys in the
the rate or rates of interest then applicable to the remaining unpaid principal balance of the Revenue Fund,transfer to the applicable trustee for deposit in the respective payment fund,without
Installment Payments if paid in accordance with their terms. preference or priority, and in the event of any insufficiency of such moneys ratably without any
The obligation of the District to make the Installment Payments is absolute and discrimination or preference,any other Debt Service in accordance with the provisions of any Bond
unconditional,and until such time as the Purchase Price shall have been paid in full(or provision for or Contract.
the payment thereof shall have been made pursuant to Article IX),the District will not discontinue or (b) Reserve Funds. On or before each Installment Payment Date the District
suspend any Installment Payments required to be made by it under this section when due,whether or shall,from the remaining moneys in the Revenue Fund,thereafter,without preference or priority and
not the Water System or any part thereof is operating or operable,or its use is suspended,interfered in the event of any insufficiency of such moneys ratably without any discrimination or preference,
with,reduced or curtailed or terminated in whole or in part,and whether or not the 2006 Project has and to the Trustee for deposit in the Reserve Fund and to the applicable trustee for such other reserve
been completed,and such payments shall not be subject to reduction whether by offset or otherwise funds and/or accounts,if any,as may have been established in connection with Bonds or Contracts
and shall not be conditional upon the performance or nonperformance by any party of any agreement other than this Agreement,that sum,if any,necessary to restore the Reserve Fund to an amount equal
for any cause whatsoever. to the Reserve Requirement;provided,however,that the District may provide for the Reserve Fund
by means other than cash and Permitted Investments pursuant to Section 5.4 of the Trust Agreement.
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It is expressly understood and agreed by and among the parties to this Agreement that, property which would cause the Certificates to be"private activity bonds"within the meaning of
E subject to Section 10.6 hereof,each of the agreements,conditions,covenants and terms contained in Section 141 of the Code.
this Agreement is an essential and material term of the purchase of and payment for the Project by
the District pursuant to,and in accordance with,and as authorized under the Law. (b) Arbitrage. The District and the Corporation will make no use of the proceeds
of the Certificates or of any other amounts or property,regardless of the source,or take or omit to
The District will faithfully observe and perform all the agreements,conditions,covenants and take any action which would cause the Certificates to be"arbitrage bonds"within the meaning of
terms required to be observed and performed by it pursuant to all outstanding Contracts and Bonds as Section 148 of the Code.
such may from time to time be executed or issued,as the case may be.
(c) Federal Guarantee. The District and the Corporation will make no use of the
Section 6.2. Against Encumbrances. The District will not make any pledge of or place proceeds of the Certificates or take or omit to take any action that would cause the Certificates to be
any lien on Revenues or the moneys in the Revenue Fund or the Rate Stabilization Fund except as "federally guaranteed"within the meaning of Section 149(b)of the Code.
provided herein. The District may at any time,or from time to time,execute Contracts or issue
Bonds as permitted herein or incur evidences of indebtedness or incur other obligations for any (d) Information Reporting. The District and the Corporation will take or cause to
lawful purpose which are payable from and secured by a pledge of and lien on Revenues and on any be taken all necessary action to comply with the informational reporting requirements of
moneys in the Revenue Fund and the Rate Stabilization Fund as may from time to time be deposited Section 149(e)of the Code.
therein,provided that such pledge and lien shall be subordinate in all respects to the pledge of and
lien thereon provided herein. (e) Hedge Bonds. The District and the Corporation will make no use of the
proceeds of the Certificates or any other amounts or property,regardless of the source,or take any
Section 6.3. Against Sale or Other Disposition of Property. The District will not enter into action or refrain from taking any action that would cause the Certificates to be considered"hedge
any agreement or lease which impairs the operation of the Water System or any part thereof bonds" within the meaning of Section 149(g)of the Code unless the District takes all necessary
necessary to secure adequate Revenues for the payment of the Installment Payments,or which would action to assure compliance with the requirements of Section 149(g)of the Code to maintain the
otherwise impair the rights of the Corporation hereunder or the operation of the Water System. Any exclusion from gross income of interest on the Certificates for federal income tax purposes.
real or personal property which has become nonoperative or which is not needed for the efficient and
proper operation of the Water System,or any material or equipment which has become worn out, (f) Miscellaneous. The District and the Corporation will take no action,or omit
may be sold if such sale will not impair the ability of the District to pay the Installment Payments and to take any action, inconsistent with the expectations stated in any Tax Certificate executed with
if the proceeds of such sale are deposited in the Revenue Fund. respect to the Certificates and will comply with the covenants and requirements stated therein and
incorporated by reference herein.
Nothing herein shall restrict the ability of the District to sell any portion of the Water System
if such portion is immediately repurchased by the District and if such arrangement cannot by its This Section and the covenants set forth herein shall not be applicable to, and nothing
terms result in the purchaser of such portion of the Water System exercising any remedy which contained herein shall be deemed to prevent the District and the Corporation from executing and
would deprive the District of or otherwise interfere with its right to own and operate such portion of delivering Certificates,the interest with respect to which has been determined by Special Counsel to
the Water System. be subject to federal income taxation.
Section 6.4. Against Competitive Facilities. To the extent permitted by law,the District Section 6.6. Maintenance and Operation of the Water System. The District will maintain
covenants that it will not acquire,construct,maintain or operate and will not,to the extent permitted and preserve the Water System in good repair and working order at all times and will operate the
by law and within the scope of its powers,permit any other public or private agency,corporation, Water System in an efficient and economical manner and will pay all Operation and Maintenance
district or political subdivision or any person whomsoever to acquire,construct,maintain or operate Costs as they become due and payable.
within the District any water system competitive with the Water System.
Section 6.7. Payment of Claims. The District will pay and discharge any and all lawful
Section 6.5. Tax Covenants. Notwithstanding any other provision of this Agreement, claims for labor,materials or supplies which,if unpaid,might become a lien on the Revenues or the
absent an opinion of Special Counsel that the exclusion from gross income of interest with respect to funds or accounts created hereunder or on any funds in the hands of the District pledged to pay the
the Certificates will not be adversely affected for federal income tax purposes,the District and the Installment Payments or to the Owners prior or superior to the lien of the Installment Payments or
Corporation covenant to comply with all applicable requirements of the Code necessary to preserve which might impair the security of the Installment Payments.
such exclusion from gross income and specifically covenants,without limiting the generality of the
foregoing,as follows: Section 6.8. Compliance with Contracts. The District will neither take nor omit to take
any action under any contract if the effect of such act or failure to act would in any manner impair or
(a) Private Activity. The District and the Corporation will not take or omit to adversely affect the ability of the District to pay Installment Payments;and the District will comply
# take any action or make any use of the proceeds of the Certificates or of any other moneys or with,keep,observe and perform all agreements,conditions,covenants and terms,express or implied,
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District by reason of such eminent domain proceedings,(ii)a general description of the additions, ARTICLE VII
betterments, extensions or improvements to the Water System proposed to be acquired and
constructed by the District from such Net Proceeds,and(iii)an estimate of the additional annual Net PREPAYMENT OF INSTALLMENT PAYMENTS
Revenues to be derived from such additions,betterments,extensions or improvements,and(2)the
District,on the basis of such certificate filed with the Corporation and the Trustee,determines that Section 7.1. Prepayment.
the estimated additional annual Net Revenues will sufficiently offset the estimated loss of annual Net
Revenues resulting from such eminent domain proceedings so that the ability of the District to meet (a) The District may or shall,as the case may be,prepay from the Net Proceeds
its obligations hereunder will not be substantially impaired(which determination shall be final and as provided herein on any date,all or any part on any Installment Payment Date,of the principal
conclusive),then the District shall promptly proceed with the acquisition and construction of such amount of the unpaid Installment Payments at a prepayment price equal to the sum of the principal
additions,betterments,extensions or improvements substantially in accordance with such certificate amount prepaid plus accrued interest thereon to the date of prepayment.
and such Net Proceeds shall be applied for the payment of the costs of such acquisition and
construction,and any balance of such Net Proceeds not required by the District for such purpose (b) The District may prepay the Installment Payments in the order as directed in a
shall be deposited in the Revenue Fund. Written Request of the District to the Trustee,and by lot within a maturity,as a whole or in part,on
any date on or after[ I from any available funds. The principal amount of the
(b) If the foregoing conditions are not met, then such Net Proceeds shall be unpaid Installment Payments is payable at a prepayment price equal to the principal amount of the
applied by the District in part to the prepayment of Installment Payments as provided in Article VII Installment Payments to be prepaid plus accrued interest thereon to the date of prepayment without
and in part to such other fund or account as may be appropriate and used for the retirement of Bonds premium.
and Contracts in the same proportion which the aggregate unpaid principal balance of Installment
Payments then bears to the aggregate unpaid principal amount of such Bonds and Contracts. Notwithstanding any such prepayment,the District shall not be relieved of its obligations
hereunder,including its obligations under Article IV,until the Purchase Price shall have been fully
Section 6.16. Further Assurances. The District will adopt,deliver,execute and make any paid(or provision for payment thereof shall have been provided to the written satisfaction of the
and all further assurances,instruments and resolutions as may be reasonably necessary or proper to Corporation).
carry out the intention or to facilitate the performance hereof and for the better assuring and
confirming unto the Corporation and the Bond Insurer of the rights and benefits provided to it herein. Section 7.2. Method of Prepayment. Before making any prepayment pursuant to
Section 7.1(a),the District may,within five(5)days following the event permitting the exercise of
Section 6.17. Enforcement of Contracts. The District will not voluntarily consent to or such right to prepay or creating such obligation to prepay,give written notice to the Corporation and
permit any rescission of,nor will it consent to any amendment to or otherwise take any action under the Trustee describing such event and specifying the date on which the prepayment of the Certificates
or in connection with any contracts previously or hereafter entered into if such rescission or will be paid,which date shall be not less than thirty(30)days from the date such notice is given,
amendment would in any manner impair or adversely affect the ability of the District to pay unless such prepayment must occur on an Interest Payment Date,in which case such date shall be the
Installment Payments. next Interest Payment Date with respect to which notice of prepayment may be timely given pursuant
to the Trust Agreement.
Section 6.18. Continuing Disclosure. The District hereby covenants and agrees that it will
comply with and carry out all of the provisions of the Continuing Disclosure Certificate. ARTICLE VIII
Notwithstanding any other provision of this Agreement,failure of the District to comply with the
Continuing Disclosure Certificate shall not be considered an Event of Default;however,any Owner EVENTS OF DEFAULT AND REMEDIES OF THE CORPORATION
of Certificates or Beneficial Owner may take such actions as may be necessary and appropriate,
including seeking mandate or specific performance by court order,to cause the District to comply Section 8.1. Events of Default and Acceleration of Maturities. If one or more of the
with its obligations under this Section. For purposes of this Section,`Beneficial Owner"means any following Events of Default shall happen,that is to say--
person which(a)has the power,directly or indirectly,to vote or consent with respect to,or to dispose
of ownership of, any Certificates (including persons holding Certificates through nominees, (a) if default shall be made by the District in the due and punctual payment of
any Installment Payment or any Contract or Bond when and as the same shall become due and
depositories or other intermediaries),or(b)is treated as the owner of any Certificates for federal
income tax purposes. payable;
(b) if default shall be made by the District in the performance of any of the other
agreements or covenants required herein or in any Contract or Bond to be performed by it,and such
default shall have continued for a period of thirty(30)days after the District shall have been given
notice in writing of such default by the Corporation;
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Section 8.5. Remedies Not Exclusive. No remedy herein conferred upon or reserved to Trustee in trust for the payment of the Installment Payments and shall be applied by the Trustee to
the Corporation is intended to be exclusive of any other remedy,and each such remedy shall be the payment of the Installment Payments of the District.
cumulative and shall be in addition to every other remedy given hereunder or now or hereafter
existing in law or in equity or by statute or otherwise and may be exercised without exhausting and ARTICLE X
without regard to any other remedy conferred by the Law or any other law.
MISCELLANEOUS
If any action,proceeding or suit to enforce any right or exercise any remedy is discontinued
or abandoned,the Trustee,the Bond Insurer and Certificate Owners shall be restored to their former Section 10.1. Liability of District Limited to Revenues. Notwithstanding anything
positions. contained herein,the District shall not be required to advance any moneys derived from any source
of income other than the Revenues and the Revenue Fund for the payment of amounts due hereunder
ARTICLE IX or for the performance of any agreements or covenants required to be performed by it contained
herein. The District may,however,advance moneys for any such purpose so long as such moneys
DISCHARGE OF OBLIGATIONS are derived from a source legally available for such purpose and may be legally used by the District
for such purpose.
Section 9.1. Discharge of Obligations.
The obligation of the District to make the Installment Payments is a special obligation of the
(a) When all or any portion of the Installment Payments shall have become due District payable solely from the Net Revenues,and does not constitute a debt of the District or of the
and payable in accordance herewith or a written notice of the District to prepay all or any portion of State of California or of any political subdivision thereof in contravention of any constitutional or
the Installment Payments shall have been filed with the Trustee;and statutory debt limitation or restriction.
(b) there shall have been deposited with the Trustee at or prior to the Installment Section 10.2. Benefits of Installment Purchase Agreement Limited to Parties. Nothing
Payment Dates or date(or dates)specified for prepayment,in trust for the benefit of the Corporation contained herein,expressed or implied,is intended to give to any person other than the District,the
or its assigns and irrevocably appropriated and set aside to the payment of all or any portion of the Bond Insurer or the Corporation any right, remedy or claim under or pursuant hereto, and any
Installment Payments, sufficient moneys and non-callable Permitted Investments, issued by the agreement or covenant required herein to be performed by or on behalf of the District or the
United States of America and described in clause(A)of the definition thereof,the principal of and Corporation shall be for the sole and exclusive benefit of the other party and the Bond Insurer.
interest on which when due will provide money sufficient to pay all principal,prepayment premium,
if any,and interest of such Installment Payments to their respective Installment Payment Dates or Section 10.3. Successor Is Deemed Included in all References to Predecessor. Whenever
prepayment date or dates as the case may be;and either the District or the Corporation is named or referred to herein,such reference shall be deemed
to include the successor to the powers,duties and functions that are presently vested in the District or
(c) provision shall have been made for paying all fees and expenses of the the Corporation,and all agreements and covenants required hereby to be performed by or on behalf
Trustee,then and in that event,if an opinion of Bond Counsel acceptable to the Trustee is filed with of the District or the Corporation shall bind and inure to the benefit of the respective successors
the Trustee to the effect that the actions authorized by and taken pursuant to this Article IX shall not thereof whether so expressed or not.
adversely affect the exclusion from gross income for federal income tax purposes of the interest
portion of the Installment Payments,the right,title and interest of the Corporation herein and the Section 10.4. Waiver of Personal Liability. No director,officer or employee of the District
obligations of the District hereunder shall, with respect to all or such portion of the Installment shall be individually or personally liable for the payment of the Installment Payments,but nothing
Payments as have been so provided for,thereupon cease,terminate,become void and be completely contained herein shall relieve any director,officer or employee of the District from the performance
discharged and satisfied(except for the right of the Trustee and the obligation of the District to have of any official duty provided by any applicable provisions of law or hereby.
such moneys and such Permitted Investments applied to the payment of such Installment Payments).
Section 10.5. Article and Section Headings,Gender and References. The headings or titles
In such event,upon request of the District the Trustee shall cause an accounting for such of the several articles and sections hereof and the table of contents appended hereto shall be solely
period or periods as may be requested by the District to be prepared and filed with the District and for convenience of reference and shall not affect the meaning, construction or effect hereof, and
shall execute and deliver to the District all such instruments as may be necessary or desirable to words of any gender shall be deemed and construed to include all genders. All references herein to
evidence such total or partial discharge and satisfaction,as the case may be,and,in the event of a "Articles,""Sections"and other subdivisions or clauses are to the corresponding articles,sections,
total discharge and satisfaction, the Trustee shall pay over to the District, after payment of all subdivisions or clauses hereof;and the words"hereby","herein,""hereof,""hereto,""herewith"and
amounts due the Trustee pursuant to the Trust Agreement, as an overpayment of Installment other words of similar import refer to this Agreement as a whole and not to any particular article,
Payments,all such moneys or such Permitted Investments held by it pursuant hereto other than such section,subdivision or clause hereof.
moneys and such Permitted Investments as are required for the payment or prepayment of the
Installment Payments,which moneys and Permitted Investments shall continue to be held by the Section 10.6. Partial Invalidity. If any one or more of the agreements or covenants or
portions thereof required hereby to be performed by or on the part of the District or the Corporation
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The Trustee shall promptly upon execution and delivery of any amendment pursuant to this IN WITNESS WHEREOF,the parties hereto have executed and attested this Agreement by
Section send by first class mail a copy of such amendment to the Bond Insurer. their officers thereunto duly authorized as of the day and year first written above.
Section 10.15. Notice to Rating Agency. Copies of all amendments to this Agreement shall
be mailed by first class mail to Standard&Poor's Ratings Services at least 15 days prior to the TRUCKEE DONNER PUBLIC UTILITY DISTRICT
effective date of such amendment.
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President
ATTEST
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Clerk of the Board of the District
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TRUCKEE DONNER PUBLIC UTILITY DISTRICT
FINANCING CORPORATION
President
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EXHIBIT C Exhibit A to EXHIBIT C
(FORM OF REQUISITION NO._FOR ACQUISITION FUND DISBURSEMENTS
DISBURSEMENT FROM ACQUISITION FUND]
$t ]
TRUCKEE DONNER PUBLIC UTILITY DISTRICT Item Purpose of
REFUNDING REVENUE CERTIFICATES OF PARTICIPATION Number Payee Name and Address Obligation Amount
(WATER SYSTEM IMPROVEMENT PROJECTS),
SERIES 2006
The undersigned hereby states and certifies:
(i) that he is the duly appointed,qualified and acting General Manager of the Truckee
i Donner Public Utility District,a California public utility district organized and existing under the
laws of the State of California(the"District"),and as such,is familiar with the facts herein certified
and is authorized to certify the same;
i
(ii) that,pursuant to Section 3.6 of that certain Installment Purchase Agreement,dated as
of September 1,2006(the"Installment Purchase Agreement"),by and between the Truckee Donner
4 Public Utility District Public Financing Corporation and the District,the undersigned hereby requests
the Administrative Services Manager/Treasurer of the District to disburse this date the following
amounts from the Acquisition Fund established under the Installment Purchase Agreement,to the
payees designated on the attached Exhibit A to Exhibit C;
(
(iii) that each obligation mentioned herein has been incurred by the District and is a
proper charge against the Acquisition Fund;
(iv) that any approval required under the California Environmental Quality Act, as
amended(Division 13 of the California Public Resources Code),prior to the expenditure of such
amount for the purpose set forth on the attached Exhibit A has been received and is final;
(v) that there has not been filed with or served upon the District notice of any lien,right
to lien or attachment upon,or claim affecting the right to receive payment of,any of the moneys
payable to any of the payees named on the attached Exhibit A,which has not been released or will
not be released simultaneously with the payment of such obligation, other than materialmen's or
mechanics'liens accruing by mere operation of law.
TRUCKEE DONNER PUBLIC UTILITY DISTRICT
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TABLE OF CONTENTS
(continued)
Page
ARTICLE IX
DISCHARGE OF OBLIGATIONS
Section 9.1. Discharge of Obligations.........................................................................................24
ARTICLE X
MISCELLANEOUS
E Section 10.1. Liability of District Limited to Revenues................................................................25
Section 10.2. Benefits of Installment Purchase Agreement Limited to Parties.............................25
Section 10.3. Successor Is Deemed Included in all References to Predecessor............................25
Section 10.4. Waiver of Personal Liability....................................................................................25
Y Section 10.5. Article and Section Headings,Gender and References...........................................25
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Section 10.6. Partial Invalidity.......................................................................................................25
Section 10.7. Assignment ......26
t Section 10.8. Net Contract.............................................................................................................26
Section10.9. California Law.........................................................................................................26
Section10.10. Notices.....................................................................................................................26
Section 10.11. Effective Date..........................................................................................................26
Section 10.12. Execution in Counterparts........................................................................................27
Section 10.13. Indemnification of Corporation...............................................................................27
Section 10.14. Amendments Permitted............................................................................................27
Section 10.15. Notice to Rating Agency..........................................................................................28
EXHIBITA PURCHASE PRICE..................................................................................................A-1
EXHIBIT B DESCRIPTION OF THE PROJECT........................................................................B-1
EXHIBIT C FORM OF REQUISITION NO._FOR DISBURSEMENT FROM
ACQUISITIONFUND.............................................................................................C-1
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Stradling Yocca Carlson&Rauth
Draft of 911412006
TRUST AGREEMENT
THIS TRUST AGREEMENT, made and entered into as of September 1, 2006 (the
"Agreement"),by and among THE BANK OF NEW YORK TRUST COMPANY,N.A.,as trustee
(the"Trustee"),a national banking association duly organized and existing under the laws of the
United States of America,and TRUCKEE DONNER PUBLIC UTILITY DISTRICT FINANCING
CORPORATION, as seller, hereinafter defined, a nonprofit public benefit corporation duly
TRUST AGREEMENT organized and existing under the laws of the State of California(the"Corporation'),and TRUCKEE
DONNER PUBLIC UTILITY DISTRICT,as purchaser,a public utility district duly organized and
a by and among existing under the laws of the State of California(the"District");
THE BANK OF NEW YORK TRUST COMPANY,N.A. W I T N E S S E T H:
as Trustee In consideration of the mutual covenants herein contained and for other valuable
consideration,the parties hereto do hereby agree as follows:
and
ARTICLE I
TRUCKEE DONNER PUBLIC UTILITY DISTRICT FINANCING CORPORATION
DEFINITIONS;RULES OF CONSTRUCTION;CONTENTS OF
as Corporation CERTIFICATES AND OPINIONS;RECITALS
E and Section 1.1. Definitions. Unless the context otherwise requires,the terms defined in this
{ section shall for all purposes hereof and of any amendment hereof or supplement hereto and of any
TRUCKEE DONNER PUBLIC UTILITY DISTRICT report or other document mentioned herein or therein have the meanings defined herein, the
following definitions to be equally applicable to both the singular and plural forms of any of the
Dated as of September 1,2006 terms defined herein. All capitalized terms used herein and not defined herein shall have the
meanings ascribed thereto in the Installment Purchase Agreement:
Relating to
Agreement. The term"Agreement"means this Trust Agreement,as originally executed or as
TRUCKEE DONNER PUBLIC UTILITY DISTRICT it may from time to time be amended or supplemented as provided for herein.
REFUNDING REVENUE CERTIFICATES OF PARTICIPATION Assignment Agreement. The term"Assignment Agreement"means that certain Assignment
(WATER SYSTEM IMPROVEMENT PROJECTS), Agreement, by and between the Corporation and the Trustee, dated as of September 1, 2006 as
SERIES 2006 originally executed or as it may from time to time be amended or supplemented in accordance with
its terms.
Bond Insurance Policy. The term`Bond Insurance Policy"means the municipal bond new
0 issue insurance policy issued by the Bond Insurer that guarantees the payment of principal and
interest with respect to the Certificates when due.
Bond Insurer. "Bond Insurer" means a
],or any successor thereto.
Certificate Payment Fund. The term"Certificate Payment Fund"means the fund by that
name established in Section 5.2 hereof.
Certificates. The term"Certificates" means the certificates of participation executed and
delivered by the Trustee pursuant to this Agreement.
DOCSSF/59525v5A)22925-(017 DOCSSF/59525v5A022925-0017
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Permitted Investments. The term"Permitted Investments"means any of the following which (6)bonds or notes issued by any state or municipality which are rated AA or
at the time of investment are legal investments under the laws of the State for the moneys proposed better at the time of purchase by S&P;
to be invested therein:
(7)any Investment Agreement;
(a) for all purposes, including but not limited to defeasance investments in
refunding escrow accounts: (8)the Local Agency Investment Fund;and
5
t (1)cash(insured at all times by the Federal Deposit Insurance Corporation or (9)other forms of investments approved in writing by the Bond Insurer.
otherwise collateralized with obligations described in paragraph(2)below),or
Prepayment Fund. The term"Prepayment Fund"means the fund by that name established in
(2)direct obligations of(including obligations issued or held in book entry form Section 5.2 hereof.
on the books of)the Department of the Treasury of the United States of America,or
Prepayment Price. The term"Prepayment Price"means the principal amount with respect to
(3)pre-refunded municipal obligations defined as any bonds or other obligations any Certificate(or portion thereof)plus the applicable premium,if any,payable upon prepayment
of any state of the United States of America or of any agency,instrumentality or local governmental thereof pursuant to the provisions of such Certificate and this Agreement.
unit of any such state which are not callable at the option of the obligor prior to maturity or as to
which irrevocable instructions have been given by the obligor to call on the date specified in the Principal Cor2orate Trust Office. The term"Principal Corporate Trust Office"means the
notice and which are rated,based on the escrow,in the highest rating category of S&P and Moody's principal corporate trust office in Los Angeles,California or such other office as the Trustee may
or any successor thereto;or from time to time designate in writing to the District,the Corporation and the Owners.
(4)the interest component of Resolution Funding Corp. (REFCORP) strips Principal Fund. The term "Principal Fund" means the fund by that name established in
which have been stripped by request to the Federal Reserve Bank of New York,and Section 5.2 hereof.
(b) for all purposes other than defeasance investments in refunding escrow Rebate Fund. The term "Rebate Fund" means the fund by that name established in
accounts: Section 5.6 hereof.
(1)obligations of any of the following federal agencies which obligations Record Date. The term "Record Date" means, with respect to any Payment Date for a
represent full faith and credit of the United States of America,including the Export-Import Bank; Certificate,the fifteenth day of the calendar month prior to such Payment Date.
Farmers Home Administration; General Services Administration; U.S. Maritime Administration;
Small Business Administration; Government National Mortgage Association (GNMA); U.S. Reserve Fund. The terns "Reserve Fund" means the fund by that name established in
Department of Housing&Urban Development(PHA's);and Federal Housing Administration; Section 5.2 hereof.
(2)bonds,notes or other evidences of indebtedness rated"AAA"and"Aaa"by Securities Depositories. The term"Securities Depositories"means: The Depository Trust
S&P and Moody's,respectively,issued by the Federal National Mortgage Association or the Federal Company,55 Water Street,New York,New York 10041,Attn:Redemption Area,Fax-(212)855-
Home Loan Mortgage Corporation with remaining maturities not exceeding three years; 7232 or 7233; and, in accordance with then current guidelines of the Securities and Exchange
Commission, such other addresses as such depositories may specify and/or such other securities
(3)U.S. dollar denominated deposit accounts, certificates of deposit, federal depositories as the District may designate in a Written Request of the District delivered to the
funds and banker's acceptances with domestic commercial banks(including the Trustee)which are Trustee.
either insured by the Federal Deposit Insurance Corporation or have a rating on their short term
certificates of deposit on the date of purchase of"A-1"or"A-1+"by S&P and"P-1"by Moody's and Special Counsel. The term"Special Counsel"means any attorney at law or firm of attorneys
maturing no more than 360 days after the date of purchase(ratings on holding companies are not selected by the District,of nationally-recognized standing in matters pertaining to the federal tax
considered as the rating of the bank); exemption of interest on bonds issued by states and political subdivisions, and duly admitted to
practice law before the highest court of any state of the United States of America.
(4)commercial paper which is rated at the time of purchase at least"A-l"by State. The term"State"means the State of California.
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S&P and"P-I"by Moody's and which matures not more than 270 days after the date of purchase;
(5)investments in a money market fund rated"AAAm"or"AAAm-G"or better Statement of the Corporation or District. The term"Statement of the Corporation or District"
r by S&P, including such funds for which the Trustee or an affiliate acts as investment advisor or means a statement signed by or on behalf of(i)the Corporation by its President or a Vice President
provides other services; or(ii)the District by the President and by the Clerk or by any two persons(whether or not members
of the Board of Directors)who are specifically authorized by resolution of the District to sign or
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request received by the Trustee of an Owner of at least$1,000,000 in aggregate principal amount of (b) Interest with respect to the Certificates shall be payable on each Interest
the Certificates,by wire transfer of immediately available funds to an account in the United States Payment Date to and including the date of maturity or prior prepayment. Said interest shall represent
designated by such Owner prior to the applicable Record Date. the sum of those portions of the Installment Payments designated as interest coming due on the
Installment Payment Dates,at the rates set forth in subsection(a)above.
The Certificates shall be dated as of the date of initial delivery thereof. Interest with respect
to the Certificates shall be payable from the Payment Date preceding their date of execution,unless Section 2.4. Form of Certificates. The Certificates and the form of assignment to appear
such date shall be after a Record Date and on or before the succeeding Payment Date,in which case thereon shall be in substantially the form set forth in Exhibit A hereto with necessary or appropriate
interest shall be payable from such Payment Date or unless such date shall be on or before the first variations,omissions and insertions as permitted or required by this Agreement.
Record Date, in which case interest shall be payable as of the date of initial delivery thereof
provided, however, that if, as shown by the records of the Trustee, interest represented by the Section 2.5. Execution. The Certificates shall be executed by and in the name of the
Certificates shall be in default, Certificates executed in exchange for Certificates surrendered for Trustee, as trustee under this Agreement, by the manual signature of an authorized officer or
transfer or exchange shall represent interest from the last date to which interest has been paid in full signatory of the Trustee.
or duly provided for with respect to the Certificates,or,if no interest has been paid or duly provided
for with respect to the Certificates,as of the date of initial delivery thereof. Section 2.6. Transfer of Certificates. Any Certificate may,in accordance with its terms,
be transferred,upon the books required to be kept pursuant to the provisions of Section 2.8,by the
Section 2.3. Payment of Principal and Interest with Respect to Certificates. person in whose name it is registered,in person or by such person's duly authorized attorney,upon
surrender of such Certificate for cancellation at the Principal Corporate Trust Office of the Trustee,
(a) The Certificates shall become payable on November 15 in the years and in the accompanied by delivery of a duly executed written instrument of transfer in a form approved by the
amounts and with an interest component as provided in subsection(b)below at the rates,as follows: Trustee.
Payment Date Principal Interest Whenever any Certificate or Certificates shall be surrendered for transfer,the Trustee shall
November 15 Amount Rate execute and deliver a new Certificate or Certificates of the same maturity, for a like aggregate
principal amount and of authorized denomination or denominations.The Trustee may charge a sum
for each new Certificate executed and delivered upon any transfer. The Trustee may require the
payment by any Certificate Owner requesting any such transfer of any tax or other governmental
charge required to be paid with respect to such transfer.Following any transfer of Certificates the
Trustee shall cancel and destroy the Certificates it has received.
`r Section 2.7. Exchange of Certificates. Certificates may be exchanged at the Principal
Corporate Trust Office of the Trustee,for a like aggregate principal amount of Certificates of other
authorized denominations of the same maturity. The Trustee may charge a sum for each new
Certificate executed and delivered upon any exchange except in the case of any exchange of
temporary Certificates for definitive Certificates.The Trustee may require the payment by the Owner
requesting such exchange of any tax or other governmental charge required to be paid with respect to
such exchange. Following any exchange of Certificates the Trustee shall cancel and destroy the
Certificates it has received.
The Trustee shall not be required to register the exchange,or transfer pursuant to Section 2.6
or Section 2.7 hereof,of any Certificate (i)within 15 days preceding selection of Certificates for
prepayment or(ii)selected for prepayment.
Section 2.8. Certificate Registration Books. The Trustee will keep or cause to be kept
sufficient books for the registration and transfer of the Certificates,which shall upon reasonable prior
notice and at all reasonable times be open to inspection by the Corporation or the District;and,upon
presentation for such purpose, the Trustee shall, under such reasonable regulations as it may
g Principal or Prepayment Price due with respect to the Certificates at maturity or prepayment prescribe,register or transfer or cause to be registered or transferred,on said books,Certificates as
thereof shall,to the extent of the aggregate principal amount stated upon the Certificates,represent hereinbefore provided.
I the sum of those portions of the Installment Payments designated as principal coming due on the
Installment Payment Dates immediately preceding November 15 in each year.
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(d) Payments To Depository. Notwithstanding any other provision of this Trustee,all in accordance with the Letter of Representations. The Trustee shall not be liable for such
Agreement to the contrary,so long as all Outstanding Certificates are held in book-entry form and Depository's failure to make such notations or errors in making such notations.
registered in the name of the Nominee,all payments with respect to principal,prepayment premium,
if any,and interest with respect to such Certificate and all notices with respect to such Certificate (iv) The District and the Trustee shall be entitled to treat the person in
shall be made and given,respectively to the Nominee,as provided in the Letter of Representations or whose name any Certificate is registered as the Owner thereof for all purposes of this Trust
as otherwise instructed by the Depository and agreed to by the Trustee notwithstanding any Agreement and any applicable laws, notwithstanding any notice to the contrary received by the
inconsistent provisions herein. Trustee or the District;and the District and the Trustee shall not have responsibility for transmitting
payments to,communicating with,notifying,or otherwise dealing with any beneficial owners of the
(e) Transfer of Certificates to Substitute Depository. Certificates. Neither the District nor the Trustee shall have any responsibility or obligation,legal or
otherwise,to any such beneficial owners or to any other party,including DTC or its successor(or
(i) The Certificates shall be initially executed and delivered as provided Substitute Depository or its successor),except to the Owner of any Certificates,and the Trustee may
in Section 2.1 hereof. Registered ownership of such Certificates,or any portions thereof,may not rely conclusively on its records as to the identity of the Owners of the Certificates.
thereafter be transferred except:
ARTICLE III
(A) to any successor of DTC or its nominee,or of any substitute
depository designated pursuant to clause(B)of subsection(i)of this Section 2.10(e) ("Substitute DELIVERY OF CERTIFICATES;DELIVERY COST FUND
Depository");provided that any successor of DTC or Substitute Depository shall be qualified under
any applicable laws to provide the service proposed to be provided by it; Section 3.1. Delivery of Certificates. The Trustee is hereby authorized to execute and
deliver Certificates in an aggregate principal amount of$[ ]upon the Written Order of
F (B) to any Substitute Depository,upon(1)the resignation of DTC the District.
or its successor(or any Substitute Depository or its successor)from its functions as depository,or
(2)a determination by the District that DTC (or its successor) is no longer able to carry out its Section 3.2. Application of Proceeds of Certificates and Certain Other Moneys. The
functions as depository;provided that any such Substitute Depository shall be qualified under any proceeds derived from the sale of the Certificates in the amount of$ (representing the
applicable laws to provide the services proposed to be provided by it;or aggregate principal amount of the Certificates of$ ,less original issue discount of$ ,
less underwriter's discount of$ , less $ paid by the initial purchaser to the Bond
(C) to any person as provided below,upon(1)the resignation of Insurer),shall be deposited with the Trustee,who will deposit$ in the Delivery Cost Fund,
DTC or its successor(or any Substitute Depository or its successor)from its functions as depository, who will transfer$ to the Escrow Agent for deposit in the Escrow Fund,and who will transfer
or(2)a determination by the District that DTC or its successor(or Substitute Depository or its $ to the District for deposit in the Acquisition Fund.
successor)is no longer able to carry out its functions as depository.
Section 3.3. Validity of Certificates. The validity of the execution and delivery of the
(ii) In the case of any transfer pursuant to clause (A)or clause (B)of Certificates is not dependent on and shall not be affected in any way by any proceedings taken by the
subsection(i)of this Section 2.10(e), upon receipt of all Outstanding Certificates by the Trustee, District,the Corporation or the Trustee with respect to or in connection with the Installment Purchase
together with a written request of the District to the Trustee designating the Substitute Depository,a Agreement.The recital contained in the Certificates that all acts,conditions and things required by
single new Certificate,which the District shall prepare or cause to be prepared,shall be executed and the Constitution and statutes of the State of California and this Agreement to exist,to have happened
delivered for each maturity of Certificates then Outstanding,registered in the name of such successor and to have been performed precedent to and in the delivery thereof do exist,have happened and
or such Substitute Depository or their Nominees,as the case may be,all as specified in such written have been performed in due time,form and manner as required by law shall be conclusive evidence
request of the District. In the case of any transfer pursuant to clause(C)of subsection(i)of this of their validity and of compliance with the provisions of law in their delivery.
Section 2.10(e),upon receipt of all Outstanding Certificates by the Trustee,together with a written
request of the District to the Trustee,new Certificates,which the District shall prepare or cause to be Section 3.4. Delivery Cost Fund. There is hereby established with the Trustee the
prepared,shall be executed and delivered in such denominations and registered in the names of such Delivery Cost Fund which the Trustee shall establish and maintain and hold in trust separate and
persons as are requested in such written request of the District, subject to the limitations of apart from other funds held by it.The moneys in the Delivery Cost Fund shall be used and withdrawn
Section 2.1 hereof,provided that the Trustee shall not be required to deliver such new Certificates by the Trustee to pay Delivery Costs upon submission of Written Requisitions of the District stating
within a period of less than sixty(60)days from the date of receipt of such written request from the the person to whom payment is to be made, the amount to be paid, the purpose for which the
District. obligation was incurred,that such payment is a proper charge against said fund and that payment for
such charge has not previously been made. On the six month anniversary of the initial delivery of the
(iii) In the case of a partial prepayment or an advance refunding of any Certificates, or upon the earlier Written Request of the District, all amounts remaining in the
Certificates evidencing a portion of the principal maturing in a particular year,DTC or its successor Delivery Cost Fund shall be transferred by the Trustee for deposit in the Certificate Payment Fund.
(or any Substitute Depository or its successor) shall make an appropriate notation on such
Certificates indicating the date and amounts of such reduction in principal,in form acceptable to the
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remain unpaid.All moneys on deposit in the Certificate Payment Fund(including income or profit scheduled to be needed for payment from such fund.Securities acquired as an investment of moneys
from investments)shall be retained therein except as expressly provided herein. in a fund shall be credited to such fund.
1
The Trustee shall transfer from the Certificate Payment Fund the following amounts at the In the absence of written investment direction from the District, the Trustee shall invest
s times and in the manner hereinafter provided,and shall deposit such amounts in one or more of the moneys held by it solely in Permitted Investments specified in clause (5) of subsection (b) the
following respective funds,each of which the Trustee shall establish and maintain and hold in trust definition thereof. Except as otherwise expressly provided herein,investments shall be valued by the
separate and apart from other funds held by it,and each of which shall be disbursed and applied only Trustee as frequently as reasonably deemed necessary by the Bond Insurer,but not less often than
as hereinafter authorized.Such amounts shall be so transferred to and deposited in the following annually,at the market value thereof,exclusive of accrued interest. Deficiencies in the amount on
respective funds in the following order of priority,the requirements of each such fund at the time of deposit in any fund or account resulting from a decline in market value shall be restored no later than
deposit to be satisfied before any transfer is made to any fund subsequent in priority: the succeeding annual valuation date. The Trustee shall also value investments hereunder in
connection with the refunding or prepayment of the Certificates as directed in a Written Request of
(a) Interest Fund. The Trustee, on the last business day before each Interest the District.
Payment Date (commencing on the last business day before May 15, 2007), shall deposit in the
Interest Fund an amount representing the portion of the Installment Payments designated as interest Any interest,profit or other income on such investments will be deposited when received by
coming due on the next succeeding May 15 or November 15,as the case may be. No deposit need be the Trustee in the Reserve Fund to the extent the amount available and contained therein is less than
made into the Interest Fund so long as there shall be in such fund moneys sufficient.to pay the the Reserve Requirement and thereafter in the Certificate Payment Fund established hereunder.
interest portion of Certificates then Outstanding due,if any,on the next May 15 or November 15,as
the case may be. Subject to the further provisions of Section 6.3 hereof,the Trustee may sell or present for
prepayment any obligations so purchased at the direction of the District whenever it shall be
Except as hereinafter provided, moneys in the Interest Fund shall be used and necessary in order to provide moneys to meet any payment,and the Trustee shall not be liable or
withdrawn by the Trustee solely for the purpose of paying the interest with respect to the Certificates responsible for any loss resulting from such investment. The Trustee or an affiliate may act as
when due and payable (including accrued interest on any Certificates prepaid prior to maturity principal or agent in the acquisition or disposition of any investment and shall be entitled to its
pursuant to this Agreement). customary fee therefor. The Trustee may commingle any of the funds or accounts established
pursuant to this Agreement into a separate fund or funds for investment purposes only;provided,
(b) Principal Fund. The Trustee, on the last business day before each however,that all funds or accounts held by the Trustee hereunder shall be accounted for separately
November 15(commencing on the last business day before November 15,2007,shall deposit in the notwithstanding such commingling.
Principal Fund an amount equal to the principal coming due with respect to the Certificates on the
next succeeding November 15. No deposit need be made into the Principal Fund so long as there The District and the Corporation acknowledge that to the extent regulations of the
shall be in such fund moneys sufficient to pay the portion of all Certificates then Outstanding Comptroller of the Currency or other applicable regulatory entity grant the District or the
designated as principal and coming due on the next succeeding November 15. Corporation the right to receive brokerage confirmations of security transaction as they occur,the
District and the Corporation will not receive such confirmations to the extent permitted by law. The
Except as hereinafter provided, moneys in the Principal Fund shall be used and Trustee will furnish the District and the Corporation(to the extent requested by it)periodic cash
withdrawn by the Trustee solely for the purpose of paying the principal with respect to the transaction statements which include detail for all investment transactions made by the Trustee
Certificates when due and payable. hereunder. The Trustee may make any investments hereunder through its own bond or investment
department or trust investment department,or those of its parent or an affiliate. The Trustee or any
(c) Prepayment Fund. Moneys to be used for prepayment pursuant to Section 4.1 of its affiliates may act as sponsor,advisor or manager in connection with any investments made by
hereof and paid by the District pursuant to Section 7.1 of the Installment Purchase Agreement shall the Trustee hereunder.
be transferred by the Trustee from the Certificate Payment Fund and deposited in the Prepayment
Fund on the prepayment date specified in the Written Request of the District filed with the Trustee Section 5.4. Reserve Fund. The Trustee shall deposit in the Reserve Fund the amounts
pursuant to Section 7.2 of the Installment Purchase Agreement.Said moneys shall be set aside in the required to be deposited therein pursuant to the Installment Purchase Agreement and this Agreement
F Prepayment Fund solely for the purpose of prepaying the Certificates in advance of their respective and apply moneys in the Reserve Fund in accordance with this Section.
p. stated maturities and shall be applied on or after the date specified for prepayment pursuant to
Section 4.1 hereof to the payment of the Prepayment Price with respect to the Certificates to be If one business day prior to any Payment Date the moneys in the Certificate Payment Fund
prepaid upon presentation and surrender of such Certificates. are insufficient to make the payments required by this Agreement with respect to Certificates on such
1 Payment Date,the Trustee shall transfer from the Reserve Fund to the Certificate Payment Fund the
Section 5.3. Investment of Moneys in Special Funds. Any moneys in the Delivery Cost amount of such insufficiency. In the event that the Trustee has transferred moneys from the Reserve
Fund,the Certificate Payment Fund,the Interest Fund,the Principal Fund,the Reserve Fund and the Fund to the Certificate Payment Fund in accordance with this Section,upon receipt of the moneys
Prepayment Fund shall be invested by the Trustee in accordance with the written instructions of the from the District to increase the balance in the Reserve Fund to the Reserve Requirement,the Trustee
District in Permitted Investments which will mature on or before the dates when such moneys are shall deposit such moneys in the Reserve Fund.
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(c) Survival of Defeasance. Notwithstanding anything in this Section to the take any action which would cause the Certificates to be"arbitrage bonds"within the meaning of
contrary,the obligation to comply with the requirements of this Section shall survive the defeasance Section 148 of the Code.
or payment in full of the Certificates.
(c) Federal Guarantee. The District and the Corporation will make no use of the
Section 5.7. Payments Under the Bond Insurance Policy. (TO COME FROM INSURER] proceeds of the Certificates or take or omit to take any action that would cause the Certificates to be
"federally guaranteed"within the meaning of Section 149(b)of the Code.
ARTICLE VI
(d) Information Reporting. The District and the Corporation will take or cause to
COVENANTS be taken all necessary action to comply with the informational reporting requirement of
Section 149(e)of the Code.
Section 6.1. Corporation and District to Perform Under Installment Purchase Agreement.
The Corporation and District covenant and agree with the Owners of the Certificates to perform all (e) Hedge Bonds. The District and the Corporation will make no use of the
obligations and duties imposed on them under the Installment Purchase Agreement and, together proceeds of the Certificates or any other amounts or property,regardless of the source,or take any
with the Trustee,to enforce such Installment Purchase Agreement against the other party thereto in action or refrain from taking any action that would cause the Certificates to be considered"hedge
accordance with its terms. bonds" within the meaning of Section 149(g)of the Code unless the District takes all necessary
action to assure compliance with the requirements of Section 149(g)of the Code to maintain the
The Corporation and the District will in all respects promptly and faithfully keep,perform exclusion from gross income of interest on the Certificates for federal income tax purposes.
and comply with all the terms,provisions,covenants,conditions and agreements of the Installment
Purchase Agreement to be kept,performed and complied with by it. (f) Miscellaneous. The District and the Corporation will take no action,or omit
to take any action, inconsistent with the expectations stated in any Tax Certificate executed with
The Corporation and the District agree not to do or permit anything to be done,or omit or respect to the Certificates and will comply with the covenants and requirements stated therein and
refrain from doing anything,in any case where any such act done or permitted to be done,or any incorporated by reference herein.
} such omission of or refraining from action, would or might be a ground for cancellation or
termination of the Installment Purchase Agreement. This Section and the covenants set forth herein shall not be applicable to,and nothing
contained herein shall be deemed to prevent the District and the Corporation from executing and
Section 6.2. Budgets. On or prior to the first day of April of each Fiscal Year,the District delivering,Certificates the interest with respect to which has been determined by Special Counsel to
shall certify to the Trustee that the amounts budgeted for payment of Installment Payments are fully be subject to federal income taxation.
adequate for the payment of all Installment Payments due under the Installment Purchase Agreement
for such Fiscal Year.if the amounts so budgeted are not adequate for the payment of Installment Section 6.4. Accounting Records and Reports. The Trustee shall keep or cause to be kept
Payments due under the Installment Purchase Agreement,the District will take such action as may be proper books of record and account in which complete and correct entries shall be made of all
necessary to cause such annual budget to be amended, corrected or augmented so as to include transactions made by it relating to the receipts, disbursements, allocation and application of the
therein the amounts required to be raised by the District in the then ensuing Fiscal Year for the Installment Payments,and such books shall be available upon reasonable prior notice for inspection
payment of Installment Payments due under the Installment Purchase Agreement and will notify the by the District and by any Owner of Certificates,or his agent or representative,at reasonable hours
Trustee of the proceedings then taken or proposed to be taken by the District. and under reasonable conditions. Each month, so long as the Certificates are Outstanding, the
Trustee shall furnish to the District a statement covering receipts, disbursements, allocation and
Section 6.3. Tax Covenants. Notwithstanding any other provision of this Agreement, application of amounts on deposit in the funds and accounts created hereunder held by it.
absent an opinion of Special Counsel that the exclusion from gross income of interest with respect to
the Certificates will not be adversely affected for federal income tax purposes,the District and the Section 6.5. Compliance with Trust Agreement. The Trustee will not execute,or permit
Corporation covenants to comply with all applicable requirements of the Code necessary to preserve to be executed,any Certificates in any manner other than in accordance with the provisions of this
PI such exclusion from gross income and specifically covenants,without limiting the generality of the Agreement,and the District will not suffer or permit any default by it to occur under this Agreement,
foregoing,as follows: but will faithfully observe and perform all the covenants,conditions and requirements hereof.
(a) Private Activity. The District and the Corporation will not take or omit to Section 6.6. Observance of Laws and Regulations. To the extent necessary to assure their
take any action or make any use of the proceeds of the Certificates or of any other moneys or performance hereunder, the Corporation and the District will well and truly keep, observe and
property which would cause the Certificates to be"private activity bonds"within the meaning of perform all valid and lawful obligations or regulations now or hereafter imposed on them by contract,
Section 141 of the Code. or prescribed by any law of the United States of America,or of the State,or by any officer,board or
commission having jurisdiction or control, as a condition of the continued enjoyment of any and
(b) Arbitrage. The District and the Corporation will make no use of the proceeds every right, privilege or franchise now owned or hereafter acquired by the Corporation or the
of the Certificates or of any other amounts or property,regardless of the source,or take or omit to District, respectively, including its right to exist and carry on its business, to the end that such
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written direction of the Bond Insurer in the event that the Bond Insurance Policy is no longer in full remedial proceedings by the Trustee,provided such direction shall be in accordance with law and the
force and effect,-- provisions of this Trust Agreement and that the Trustee shall have the right to decline to follow any
such direction which in the opinion of the Trustee would be unjustly prejudicial to Certificate-owners
(a) by mandamus or other action or proceeding or suit at law or in equity to not parties to such a direction.
enforce its rights against the District or any board member, officer or employee thereof, and to
compel the District or any such board member,officer or employee to perform or carry out its or his Section 7.8. Power of Trustee to Control Proceedings. In the event that the Trustee,upon
duties under law and the agreements and covenants required to be performed by it or him contained the happening of an Event of Default, shall have taken any action, by judicial proceedings or
herein, otherwise,pursuant to its duties hereunder,whether upon its own discretion or upon the request of
the Owners of a majority in aggregate principal amount of the Certificates then outstanding pursuant
(b) by suit in equity to enjoin any acts or things which are unlawful or violate the to Section 7.7 hereof,it shall have full power,in the exercise of its discretion for the best interests of
rights of the Trustee;or the Owners of the Certificates, with respect to the continuance, discontinuance, withdrawal,
compromise,settlement or other disposal of such action;provided,however,that the Trustee shall
(c) by suit in equity upon the happening of any default hereunder to require the not, unless there no longer continues an Event of Default hereunder, discontinue, withdraw,
F District and its directors,officers and employees to account as the trustee of an express trust. compromise or settle,or otherwise dispose of,any litigation pending at law or in equity,if at the time
there has been filed with it a written request signed by the Owners of at least a majority in principal
Section 7.4. Non-Waiver. A waiver of any default or breach of duty or contract by the amount of the Certificates Outstanding hereunder opposing such discontinuance, withdrawal,
Trustee shall not affect any subsequent default or breach of duty or contract or impair any rights or compromise,settlement or other disposal of such litigation.
remedies on any such subsequent default or breach of duty or contract.No delay or omission by the
Trustee to exercise any right or remedy accruing upon any default or breach of duty or contract shall Section 7.9. Limitation on Certificate-Owners'Right to Sue. No Owner of any Certificate
impair any such right or remedy or shall be construed to be a waiver of any such default or breach of executed and delivered hereunder shall have the right to institute any suit,action or proceeding at law
duty or contract or an acquiescence therein,and every right or remedy conferred upon the Trustee by or in equity, for any remedy under or upon this Agreement, unless (a)such Owner shall have
law or by this article may be enforced and exercised from time to time and as often as shall be previously given to the Trustee written notice of the occurrence of an Event of Default hereunder;
s deemed expedient by the Trustee. (b)the Owners of at least a majority in aggregate principal amount of all the Certificates then
I Outstanding shall have made written request upon the Trustee to exercise the powers hereinbefore
If any action,proceeding or suit to enforce any right or to exercise any remedy is abandoned granted or to institute such action,suit or proceeding in its own name;(c)said Owners shall have
or discontinued,the Trustee and the District shall be restored to their former positions,rights and tendered to the Trustee reasonable indemnity against the costs,expenses and liabilities to be incurred
remedies as if such action,proceeding or suit had not been brought or taken. in compliance with such request;and(d)the Trustee shall have refused or omitted to comply with
such request for a period of sixty(60)days after such written request shall have been received by,
Section 7.5. Remedies Not Exclusive. No remedy herein conferred upon or reserved to and said tender of indemnity shall have been made to,the Trustee.
the Trustee is intended to be exclusive of any other remedy, and each such remedy shall be
cumulative and shall be in addition to every other remedy given hereunder or now or hereafter Such notification,request,tender or indemnity and refusal or omission are hereby declared,
existing in law or in equity or by statute or otherwise and may be exercised without exhausting and in every case,to be conditions precedent to the exercise by any Owner of Certificates of any remedy
without regard to any other remedy conferred by any law. hereunder;it being understood and intended that no one or more Owners of Certificates shall have
Section 7.6. No Obligation by the District to Owners. Except for the payment of
any right in any manner whatever by his or their action to enforce any right under this Agreement,
except in the manner herein provided,and that all proceedings at law or in equity to enforce any
Installment Payments when due in accordance with the Installment Purchase Agreement and the provision of this Agreement shall be instituted,had and maintained in the manner herein provided
performance of the other covenants and agreements of the District contained in said Installment and for the equal benefit of all owners of the Outstanding Certificates.
Purchase Agreement and herein,the District shall have no obligation or liability to the Owners of the
Certificates with respect to this Agreement or the execution,delivery or transfer of the Certificates, The right of any Owner of any Certificate to receive payment of the principal of(and
or the disbursement of Installment Payments to the Owners by the Trustee;provided however that
premium,if any)and interest with respect to such Certificate,as herein provided,on and after the
G nothing contained in this Section shall affect the rights,duties or obligations of the Trustee expressly respective due dates expressed in such Certificate,or to institute suit for the enforcement of any such
set forth herein. payment on or after such respective dates,shall not be impaired or affected without the consent of
Section 7.7. Trustee Appointed Agent for Certificate-owners: Direction of Proceedings.
such Owner,notwithstanding the foregoing provisions of this Section or Section 7.10 or any other
provision of this Agreement.
The Trustee is hereby appointed the agent and attorney of the Owners of all Certificates outstanding
hereunder for the purpose of filing any claims relating to the Certificates. The Owners of a majority Section 7.10. No Obligation with Respect to Performance by Trustee. Neither the District
in aggregate principal amount of the Certificates Outstanding hereunder shall,upon tender to the nor the Corporation shall have any obligation or liability to any of the other parties hereto or to the
Trustee of reasonable indemnity against the costs, expenses and liabilities to be incurred in Owners of the Certificates with respect to the performance by the Trustee of any duty imposed upon
compliance with such direction, have the right to direct the method and place of conducting all it under this Agreement.
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same as conclusive evidence of the truth and accuracy of such statements. The Trustee shall not be In accepting the trust hereby created,the Trustee acts solely as Trustee for the Owners and
bound to recognize any person as an Owner of any Certificate or to take any action at the request of not in its individual capacity and all persons,including without limitation the Owners and the District
any such person unless such Certificate shall be deposited with the Trustee or satisfactory evidence or the Corporation having any claim against the Trustee arising from this Agreement shall look only
of the ownership of such Certificate shall be furnished to the Trustee. The Trustee may consult with to the funds and accounts held by the Trustee hereunder for payment except as otherwise provided
counsel,who may be counsel to the Corporation or the District,with regard to legal questions,and herein. Under no circumstances shall the Trustee be liable in its individual capacity for the
the opinion of such counsel shall be full and complete authorization and protection in respect of any obligations evidenced by the Certificates.
action taken or suffered by it hereunder in good faith in accordance therewith.
The Trustee makes no representation or warranty,express or implied as to the title,value,
Whenever in the administration of its duties under this Agreement,the Trustee shall deem it design, compliance with specifications or legal requirements, quality, durability, operation,
necessary or desirable that a matter be proved or established prior to taking or suffering any action condition,merchantability or fitness for any particular purpose or fitness for the use contemplated by
hereunder,such matter(unless other evidence in respect thereof be herein specifically prescribed) the District or the Corporation of the Project. In no event shall the Trustee be liable for incidental,
shall be deemed to be conclusively proved and established by a certificate of the Corporation or the indirect, special or consequential damages in connection with or arising from the Installment
District and such certificate shall be full warranty to the Trustee for any action taken or suffered Purchase Agreement or this Agreement for the existence,furnishing or use of the Project.
under the provisions of this Agreement upon the faith thereof,but in its discretion the Trustee may
(but shall have no duty),in lieu thereof,accept other evidence of such matter or may require such The Trustee shall not be deemed to have knowledge of any Event of Default hereunder or
additional evidence as to it may seem reasonable. under the Installment Purchase Agreement unless and until it shall have actual knowledge thereof or
have received notice thereof at its corporate trust office at the address set forth in Section 11.11
The Trustee may buy,sell,own,hold and deal in any of the Certificates provided pursuant to hereof. The Trustee shall,during the existence of any Event of Default(which has not been cured)
this Agreement,and may join in any action which any Owner may be entitled to take with like effect use the same degree of care and skill in their exercise,as a prudent person would exercise or use
as if the Trustee were not a party to this Agreement. The Trustee,either as principal or agent,may under the circumstances in the conduct of his/her own affairs.
also engage in or be interested in any financial or other transaction with the District or the
Corporation,and may act as depository,trustee,or agent for any committee or body of Owners of The Trustee shall not be accountable for the use or application by the District, or the
Certificates or of obligations of the Corporation or the District as freely as if it were not Trustee Corporation or any other party of any funds which the Trustee has released in accordance with the
hereunder. terms of this Agreement.
i
The Trustee may,to the extent reasonably necessary,execute any of the trusts or powers The Trustee shall be under no obligation to exercise any of the rights or powers vested in the
E hereof and perform the duties required of it hereunder by or through attorneys,agents,or receivers, Trustee by this Agreement at the request,order or direction of any of the Owners or Bond Insurer
and shall be entitled to advice of counsel concerning all matters of trust and its duties hereunder,and pursuant to the provisions of this Agreement unless such Owners or Bond Insurer shall have offered
the Trustee shall not be answerable for the default or misconduct of any such attorney, agent or to the Trustee reasonable security or indemnity against the costs,expenses and liabilities which may
receiver selected by it with reasonable care. The Trustee shall not be answerable for the exercise of be incurred therein or thereby.
any discretion or power under this Agreement or in the performance of its duties hereunder or for
anything whatever in connection with the funds and accounts established hereunder,except only for Notwithstanding any other provision of this Agreement,in determining whether the rights of
its own willful misconduct or negligence. the Owners or Bond Insurer will be adversely affected by any action taken pursuant to the terms and
provisions of this Agreement,the Trustee shall consider the effect on the Owners or Bond Insurer as
The recitals,statements and representations by the District or the Corporation contained in if there were no Bond Insurance Policy.
this Agreement or in the Certificates shall be taken and construed as made by and on the part of the
District or Corporation and not by the Trustee and the Trustee does not assume,and shall not have, Section 8.6. Merger or Consolidation. Any company into which the Trustee may be
any responsibility or obligations for the correctness of any thereof. merged or converted or with which it may be consolidated or any company resulting from any
merger,conversion or consolidation to which it shall be a party or any company to which the Trustee
The Trustee undertakes to perform such duties,and only such duties as are specifically set may sell or transfer all or substantially all of its corporate trust business(provided such company is
forth in this Agreement and no implied duties or obligations shall be read into this Agreement against eligible under Section 8.3 hereof), shall be the successor to the Trustee without the execution or
the Trustee. filing of any paper or further act,anything herein to the contrary notwithstanding.
No provision in this Agreement shall require the Trustee to risk or expend its own funds or
otherwise incur any financial liability in the performance of any of its duties hereunder if it shall have
reasonable grounds for believing that repayment of such funds or adequate indemnity against such
risk or liability is not assured to it.
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Notwithstanding anything herein to the contrary,in the event that the principal and/or interest moneys remain unclaimed and that after a date named in such notice,which date shall not be less
with respect to the Certificates shall be paid by the Bond Insurer pursuant to the Bond Insurance than thirty(30)days after the date of the mailing of such notice,the balance of such moneys then
t Policy, the Certificates shall remain Outstanding for all purposes, not be defeased or otherwise unclaimed will be returned to the District.
satisfied and not be considered paid by the District,and the pledge of the Installment Payments in
Section 5.1 hereof and all covenants,agreements and other obligations of the District to the Owners ARTICLE XI
in this Agreement shall continue to exist and shall run to the benefit of the Bond Insurer,and the
Bond Insurer shall be subrogated to the rights of such Owners. MISCELLANEOUS
Notwithstanding anything herein to the contrary,this Agreement shall not be discharged until Section I t.1. Benefits of Trust Agreement Limited to Parties. Nothing contained herein,
all amounts due to the Bond Insurer have been paid in full. expressed or implied, is intended to give to any person other than the District, the Trustee, the
Corporation,the Bond Insurer and the Owners any claim,remedy or right under or pursuant hereto,
Section 10.2. Deposit of Money or Securities with Trustee. Whenever in this Agreement or and any agreement,condition,covenant or term required herein to be observed or performed by or on
the Installment Purchase Agreement it is provided or permitted that there be deposited with or held in behalf of the District shall be for the sole and exclusive benefit of the Trustee,the Corporation,the
trust by the Trustee money or securities in the necessary amount to pay or prepay any Certificates, Bond Insurer and the Owners.
the money or securities to be so deposited or held may include money or securities held by the
Trustee in the funds and accounts established pursuant to this Agreement and shall be— Section 11.2. Successor Deemed Included in all References to Predecessor. Whenever
either the District, the Corporation or the Trustee or any officer thereof is named or referred to
(a) lawful money of the United States of America in an amount equal to the herein,such reference shall be deemed to include the successor to the powers,duties and functions
principal amount represented by such Certificates and all unpaid interest represented thereby to that are presently vested in the District, the Corporation or the Trustee or such officer, and all
maturity,except that,in the case of Certificates which are to be prepaid prior to maturity and in agreements,conditions,covenants and terms required hereby to be observed or performed by or on
respect of which notice of such prepayment shall have been given as in Article IV provided or behalf of the District,the Corporation or the Trustee or any officer thereof shall bind and inure to the
provision satisfactory to the Trustee shall have been made for the giving of such notice,the amount benefit of the respective successors thereof whether so expressed or not.
to be deposited or held shall be the principal amount or Prepayment Price and all unpaid interest to
such date of prepayment if any,represented by such Certificates;or Section 11.3. Execution of Documents by Owners. Any declaration, request or other
instrument which is permitted or required herein to be executed by Owners may be in one or more
(b) non-callable securities described in clause(a)of the definition of Permitted instruments of similar tenor and may be executed by Owners in person or by their attorneys
Investments which will provide money sufficient to pay the principal at maturity or upon prepayment appointed in writing.The fact and date of the execution by any Owner or such Owner's attorney of
plus all accrued interest to maturity or to the prepayment date,as the case may be,represented by the any declaration, request or other instrument or of any writing appointing such attorney may be
Certificates to be paid or prepaid,as such amounts become due,plus premium,if any,provided that, proved by the certificate of any notary public or other officer authorized to take acknowledgments of
in the case of Certificates which are to be prepaid prior to the maturity thereof, notice of such deeds to be recorded in the state or territory in which he purports to act that the person signing such
prepayment shall have been given as in Article IV provided or provision satisfactory to the Trustee declaration,request or other instrument or writing acknowledged to him the execution thereof,or by
shall have been made for the giving of such notice; an affidavit of a witness of such execution duly sworn to before such notary public or other officer,
or by such other proof as the Trustee may accept which it may deem sufficient.
provided,in each case,that the Trustee shall have been irrevocably instructed(by the terms of this
Agreement and the Installment Purchase Agreement or by Written Request of the District)to apply The ownership of any Certificates and the amount,payment date,number and date of owning
such money or securities to the payment of such principal or Prepayment Price and interest the same may be proved by the books required to be kept by the Trustee pursuant to the provisions of
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represented by such Certificates. Section 2.8.
Section 10.3. Unclaimed Moneys. Anything contained herein to the contrary Any declaration,request or other instrument in writing of the Owner of any Certificate shall
notwithstanding, any moneys held by the Trustee in trust for the payment and discharge of the bind all future Owners of such Certificate with respect to anything done or suffered to be done by the
interest, principal or Prepayment Price represented by any of the Certificates which remain District or the Trustee in good faith and in accordance therewith.
unclaimed for two years after the date of deposit of such moneys if deposited with the Trustee after
the date when the interest, principal or Prepayment Price represented by such Certificates have Section 11.4. Disqualified Certificates. Certificates owned or held by or for the account of
become payable,shall at the Written Request of the District be repaid by the Trustee to the District as the Corporation or the District(but excluding Certificates held in any pension or retirement fund)
its absolute property free from trust,and the Trustee shall thereupon be released and discharged with shall not be deemed Outstanding for the purpose of any consent or other action or any calculation of
respect thereto and the Owners shall look only to the District for the payment of the interest and Outstanding Certificates provided for in this Agreement,and shall not be entitled to consent to or
principal or Prepayment Price represented by much Certificates; provided, however, that before take any other action provided for in this Agreement.
being required to make any such payment to the District,the Trustee shall,at the written request.and
expense of the District,first mail a notice to the owners of the Certificates so payable that such
32 33
DOCSSF/5952501022925-0017 DOCSSF/59525v5i022925-0017
g (b) In the event that the principal or interest represented by a Certificate shall be IN WITNESS WHEREOF,the parties have executed and attested this Agreement by their
paid by the Bond Insurer pursuant to the terms of the Bond Insurance Policy, such principal and officers hereunto duly authorized as of the date and year first written above.
interest shall not be deemed paid for purposes of the Agreement or the Installment Purchase
Agreement and shall continue to be due and owing until paid by the District in accordance with the THE BANK OF NEW YORK TRUST COMPANY,
Installment Purchase Agreement and the Agreement,and such Certificate shall(to the extent of such N.A.,as Trustee
principal and interest)remain Outstanding under this Agreement.
(c) The Bond Insurer shall be included as a party in interest and as a party By:
entitled to(i)notify the District,the Trustee,if any,or any applicable receiver of the occurrence of an Authorized Officer
i event of default and(ii)request the Trustee or receiver to intervene in judicial proceedings that affect
the Certificates or the security therefor. The Trustee or receiver shall be required to accept notice of
an Event of Default from the Bond Insurer.
TRUCKEE DONNER PUBLIC UTILITY DISTRICT
Section 11.15. Bond Insurer as Third-Party Beneficiary. The Bond Insurer is a third-party FINANCING CORPORATION
beneficiary of this Agreement and the Installment Purchase Agreement and may enforce any right,
remedy or claim given,conferred or granted hereunder.
Section 11.16. Business Day. When any action is provided for herein to be done on a day By:
named or within a specified time period,and the day or the last day of the period falls on a day other President
than a Business Day,such action may be performed on the next ensuing Business Day with the same
effect as though perforined on the appointed day or within the specified period with no interest
accruing for the period after such nominal date. TRUCKEE DONNER PUBLIC UTILITY DISTRICT
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By:
President
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By:
Clerk of the Board
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DOCSSF/59525v5/022925-0017 DOCSSF/59525v5/022925-0017
I
Installment Purchase Agreement and does not constitute a debt of the District or of the State of As provided in the Trust Agreement,notice of prepayment hereof shall be mailed,first class
California or of any political subdivision thereof in contravention of any constitutional or statutory postage prepaid,not less than 30 days nor more than 60 days prior to the prepayment date,to the
debt limitation or restriction. The District may at any time execute any Contract,the installment Registered Owner of this Certificate at the address thereof appearing on the Certificate registration
payments under which,or issue any Bonds(as such terms are defined in the Installment Purchase books. If this Certificate is called for prepayment and payment is duly provided therefor as specified
Agreement),the payments of which are on a parity with the Installment Payments and which are in the Trust Agreement,interest represented hereby shall cease to accrue from and after the date fixed
secured by a pledge of and lien on the Revenues in accordance with the Installment Purchase for prepayment.Any defect in the notice or the mailing thereof will not affect the validity of the
Agreement. prepayment of this Certificate.
The Certificates are authorized to be executed and delivered in the form of fully registered To the extent and in the manner permitted by the terms of the Trust Agreement and the
Certificates in the denomination of$5,000 each or any integral multiple thereof;provided that no Installment Purchase Agreement, as the case may be, the Trust Agreement and the rights and
Certificate shall have principal represented thereby maturing in more than one year. Subject to the obligations of the District and of the registered owners of the Certificates and of the Trustee or the
limitations and conditions and upon payment of the taxes and governmental charges provided in the Installment Purchase Agreement and the rights and obligations of the Corporation and the District
Trust Agreement,Certificates may be exchanged for a like aggregate principal amount of Certificates and the registered owners of the Certificates and the Trustee, respectively, may be modified or
of the same Certificate Payment Date of other authorized denominations at the Principal Corporate amended with the written consents of the registered owners of a majority in aggregate principal
Trust Office of the Trustee. amount of the Certificates(as such terms is defined in the Trust Agreement)then outstanding and so
long as the Bond Insurance Policy is in full force and effect,with the written consent of the Bond
This Certificate is transferable by the Registered Owner hereof,in person or by such person's Insurer (as defined in the Trust Agreement), provided, however, that no such modification or
duly authorized attorney,but only in the manner,subject to the limitations and conditions and upon amendment shall(1)extend the stated maturities of the Certificates,or reduce the rate of interest or
payment of the taxes and governmental charges provided in the Trust Agreement,and upon surrender yield-to-maturity represented thereby, or extend the time of payment of interest, or reduce the
of this Certificate for cancellation at the Principal Corporate Trust Office of the Trustee, amount of principal represented thereby,or reduce any premium payable on the prepayment thereof,
t accompanied by delivery of a duly executed written instrument of transfer,in a form approved by the without the consent of the registered owner of each Certificate so affected, or (2)reduce the
Trustee. Upon such transfer a new Certificate or Certificates of the same Certificate Payment Date percentage of registered owners of Certificates whose consent is required for the execution of any
and of authorized denomination or denominations, for a like aggregate principal amount will be amendment or modification of the Trust Agreement or the Installment Purchase Agreement, or
delivered to the transferee in exchange herefor. (3)modify any of the rights or obligations of the Trustee or the Corporation without its written
consent thereto.
The Trustee may treat the Registered Owner hereof as the absolute owner hereof for all
purposes,and the Trustee shall not be affected by any notice to the contrary. To the extent and in the manner permitted by the terms of the Trust Agreement and the
1 Installment Purchase Agreement, as the case may be, the Trust Agreement and the rights and
The Trustee shall not be required to register the transfer or exchange of any Certificate obligations of the Corporation and the District and of the registered obligations of the Corporation
(i)within 15 days preceding selection of Certificates for prepayment or(ii)selected for prepayment. and the District and of the registered owners of the Certificates or the Installment Purchase
Agreement and the rights and obligations of the Corporation and the District also be modified or
The Certificates are subject to prepayment prior to their respective stated maturities,as a amended,without the consent of the Owners of any Certificates but with the written consent of the
whole or in part on any date in the order of maturity as directed by the District in a written request to Bond Insurer so long as the Bond Insurance Policy is in full force and effect,but only to the extent
the Trustee and by lot within each maturity in integral multiples of$5,000,from prepaid Installment permitted by law and only for any one or more of the following purposes--
Payments made by the District from Net Proceeds (as defined in the Installment Purchase
Agreement),under the circumstances and upon the terms prescribed in the Trust Agreement and the (1) to add to the covenants and agreements of the Corporation or the District contained in
Installment Purchase Agreement,at a prepayment price equal to the principal amount thereof plus the Trust Agreement or the Installment Purchase Agreement other covenants and
accrued interest evidenced and represented thereby to the date fixed for prepayment, without agreements thereafter to be observed or to surrender any right or power in the Trust
premium. Agreement or the Installment Purchase Agreement reserved to or conferred upon the
Corporation or the District,and which shall not adversely affect the interests of the
The Certificates with stated maturities on or after November 15, 2017, are subject to registered owners of the Certificates;
prepayment prior to their respective stated maturities,as a whole or in part on any date in the order of
maturity as directed by the District in a written request to the Trustee and by lot within each maturity (2) to cure,correct or supplement any ambiguous or defective provision contained in the
in integral multiples of$5,000,on or after November 15,2016 from amounts prepaid by the District Trust Agreement or the Installment Purchase Agreement or in regard to questions
pursuant to the Installment Purchase Agreement,at a prepayment price equal to the principal amount arising under the Trust Agreement or the Installment Purchase Agreement, as the
of such Certificates to be prepaid plus accrued interest evidenced and represented thereby to the date Corporation or the District may deem necessary or desirable and which shall not
fixed for prepayment without premium. adversely affect the interests of the registered owners of the Certificates;and
A-3 A-4
DOCSSF/59525v5A)22925AM17 DOCSSF/595250/0229250)17
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[FORM OF ASSIGNMENT] TABLE OF CONTENTS
ASSIGNMENT Page
For value received the undersigned do(es) hereby sell, assign and transfer unto
the within mentioned Certificate and ARTICLE I
hereby irrevocably constitute(s) and appoint(s)
attorney,to transfer the same on the Certificate register of the Trustee with full power of substitution DEFINITIONS;RULES OF CONSTRUCTION;CONTENTS OF CERTIFICATES AND
in the premises. OPINIONS;RECITALS
1 Dated: Section 1.1. Definitions..................................................................................................................1
Note: The signature(s) to this Assignment
Section 1.2. Rules of Construction.................................................................................................6
must correspond with the name(s)as written Section 1.3. Content of Statements and Opinions..........................................................................6
on the face of the within Certificate in every Section 1.4. Recitals.......................................................................................................................7
particular,without alteration or enlargement or ARTICLE II
any change whatsoever.
Signature Guaranteed:
CERTIFICATES;TERMS AND PROVISIONS
Section 2.1. Preparation of Certificates.........................................................................................7
Note: Signature(s)must be guaranteed by an Section 2.2. Denominations;Medium and Place of Payment;Dating...........................................7
eligible guarantor institution. Section 2.3. Payment of Principal and Interest with Respect to Certificates.................................8
Section 2.4. Form of Certificates...................................................................................................9
rSection 2.5. Execution...................................................................................................................9
Section 2.6. Transfer of Certificates..............................................................................................9
Section 2.7. Exchange of Certificates............................................................................................9
Section 2.8. Certificate Registration Books...................................................................................9
Section 2.9. Certificates Mutilated,Lost,Destroyed or Stolen....................................................10
s
Section 2.10. Book-Entry System..................................................................................................10
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ARTICLE III
DELIVERY OF CERTIFICATES;DELIVERY COST FUND
Section 3.1. Delivery of Certificates............................................................................................13
Section 3.2. Application of Proceeds of Certificates and Certain Other Moneys........................13
Section 3.3. Validity of Certificates.............................................................................................13
Section 3.4. Delivery Cost Fund..................................................................................................13
F
ARTICLE IV
PREPAYMENT OF CERTIFICATES
[
lSection 4.1. Terms of Prepayment...............................................................................................14
Section 4.2. Selection of Certificates for Prepayment.................................................................14
Section 4.3. Notice of Prepayment...............................................................................................14
Section 4.4. Partial Prepayment of Certificate.............................................................................15
Section 4.5. Effect of Prepayment...............................................................................................15
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DOCSSF/59525v5N22925-0017 DOCSSF/59525v5/02 2 92 5-00 1 7
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TABLE OF CONTENTS
(continued)
Page
Section 11.15. Bond Insurer as Third-Party Beneficiary.................................................................36
Section11.16. Business Day............................................................................................................36
EXHIBIT A FORM OF CURRENT INTEREST CERTIFICATE OF PARTICIPATION..........A-1
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DOCSSF/59525 v5/022925-0017
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Stradling Yocca Carlson&Rauth
Draft of 9/14/2006
ESCROW AGREEMENT Section 2. Investment of Moneys. The Escrow Agent acknowledges receipt of the
moneys described in Section 1 and agrees immediately to invest$[ ]of such moneys in the
Federal Securities set forth in Schedule A hereto and to deposit such Federal Securities in the Escrow
THIS ESCROW AGREEMENT,dated as of September 1,2006,by and between the Truckee Fund. The Escrow Agent may rely upon the conclusion of[ ](the"Verification
Donner Public Utility District(the"District")and The Bank of New York Trust Company,N.A.,Los Agent")that the Federal Securities listed on Schedule A hereto mature and bear interest payable in
Angeles,California,as escrow agent(the"Escrow Agent")and trustee(the"Trustee")with respect to such amounts and at such times as,together with$[ ]in cash on deposit in the Escrow Fund,
the$[ ]outstanding principal amount of Truckee Donner Public Utility District Refunding will be necessary and sufficient to pay regularly scheduled principal and interest with respect to the
Certificates of Participation (Water System Improvement Projects), Series 1996 (the "Refunded Refunded Certificates on November 15,2006,and to pay on November 15, 2006 the prepayment
Certificates"), is entered into in accordance with Resolution No.06--
of the Truckee Donner price of the Refunded Certificates maturing after November 15,2006.
Public Utility District,adopted on September 20,2006(the"Resolution"),and a Trust Agreement,
dated as of November 1, 1996, by and among Truckee Donner Public Utility District Financing Section 3. Investment of Any Remaining Moneys. At the written direction of the
Corporation(the"Corporation"),the District,and the Trustee(the"1996 Trust Agreement"). District,the Escrow Agent may reinvest any other amount of principal and interest,or any portion
thereof,received from the Federal Securities prior to the date on which such payment is required for
WITNESSETH: the purposes set forth herein,in noncallable Federal Securities maturing not later than the date on
which such payment or portion thereof is required for the purposes set forth in Section 5, at the
WHEREAS,the District has previously authorized the issuance of the Refunded Certificates written direction of the District,as verified in a report prepared by an independent certified public
pursuant to the 1996 Trust Agreement; accountant or firm of certified public accountants of favorable national reputation experienced in the
WHEREAS, the District has requested that the Corporation execute and deliver and the refunding of obligations of political subdivisions and provided the District has obtained and delivered
Corporation has determined that$[ ]aggregate principal amount of Truckee Donner Public to the Escrow Agent an unqualified opinion of nationally recognized bond counsel that such
reinvestment will not adversely affect the exclusion from gross income of interest with respect to the
Utility District Refunding Revenue Certificates of Participation (Water System Improvement Certificates and the Refunded Certificates for purposes of federal income taxation. Any interest
Projects), Series 2006 (the "Certificates") shall be executed and delivered pursuant to the Trust income resulting from investment or reinvestment of moneys pursuant to this Section 3 which is not
Agreement, dated as of September 1, 2006,by and among the Corporation,the District,and the required for the purposes set forth in Section 5,as verified in the letter of the Verification Agent
Trustee(the"Trust Agreement"),for the purpose of providing a portion of the funds to pay regularly
originally obtained by the District with respect to the refunding of the Refunded Certificates or in any
scheduled principal and interest with respect to the Refunded Certificates on November 15,2006, other report prepared by an independent certified public accountant or firm of certified public
and to pay on November 15,2006 the prepayment price of the Refunded Certificates maturing after accountants of favorable national reputation experienced in the refunding of obligations of political
November 15,2006;and subdivisions,shall be paid to the District promptly upon the receipt of such interest income by the
i Escrow Agent. The District's determination as to whether an accountant qualifies under this
WHEREAS,by irrevocably depositing with the Escrow Agent cash(as permitted by,in the Agreement shall be conclusive.
manner prescribed by,and all in accordance with the 1996 Trust Agreement)which cash will be used
to purchase noncallable nonprepayable U.S. Treasury Obligations (the "Federal Securities"), the Section 4. Substitution of Securities. Upon the written request of the District, and
principal of and the interest on which when due will provide money sufficient to pay regularly subject to the conditions and limitations herein set forth and applicable governmental rules and
scheduled principal and interest with respect to the Refunded Certificates on November 15,2006, regulations, the Escrow Agent shall sell, redeem or otherwise dispose of the Federal Securities,
and to pay on November 15,2006 the prepayment price of the Refunded Certificates maturing after provided that there are substituted therefor from the proceeds of the Federal Securities other Federal
November 15,2006;and Securities, but only after the District has obtained and delivered to the Escrow Agent (i)an
NOW THEREFORE, in consideration of the mutual covenants and agreements herein unqualified opinion of nationally recognized bond counsel that such substitution will not adversely
contained,the District and the Escrow Agent agree as follows: affect the exclusion from gross income of interest payable with respect to the Refunded Certificates
t or the Certificates for purposes of federal income taxation, and (ii)a report by a nationally
Section 1. Deposit of Moneys. The District hereby deposits with the Escrow Agent in recognized consulting firm or firm of certified public accountants to the effect that such reinvestment
immediately available funds(a)$[ ]representing a portion of the net proceeds of the sale will not adversely affect the sufficiency of the amounts of securities,investments and money in the
of the Certificates and(b)$[ ]of moneys from the Reserve Fund,$[ ]of moneys Escrow Fund to pay regularly scheduled principal and interest with respect to the Refunded
from the Interest Account and the Principal Account,in each case established pursuant to the 1996 Certificates on November 15,2006,and to pay on November 15,2006 the prepayment price of the
Trust Agreement,to be held in irrevocable escrow by the Escrow Agent separate and apart from Refunded Certificates maturing after November 15,2006. The Escrow Agent shall not be liable or
other funds of the District and the Escrow Agent in a fund hereby created and established to be responsible for any loss resulting from any reinvestment made pursuant to this Agreement and in full
known as the"Escrow Fund"and to be applied solely as provided in this Agreement. The moneys compliance with the provisions hereof.
set forth above are at least equal to an amount sufficient to purchase the Federal Securities,plus
$[ ]to be held in cash.
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DOCSSF/59583v3/022925-0017 DOCSSF/59583v3/022925-0017
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altered or amended without the written consent of all such owners, the Escrow Agent and the Section 18. Insufficient Funds. If at any time the Escrow Agent has actual knowledge
District;provided,however,that the District and the Escrow Agent may,without the consent of,or that the moneys and investments in the Escrow Fund, including the anticipated proceeds of and
notice to,such owners,amend this Agreement or enter into such agreements supplemental to this earnings thereon,will not be sufficient to make all payments required by this Agreement,the Escrow
Agreement as shall not adversely affect the rights of such owners and as shall not be inconsistent Agent shall notify the District in writing,immediately upon becoming aware of such deficiency,of
with the terms and provisions of this Agreement,the laws of Division 7 of the Public Utilities Code the amount thereof and the reason therefor and the District shall provide funds to cure said
of the State of California or the 1996 Trust Agreement, for any one or more of the following deficiency. The Escrow Agent shall have no further responsibility regarding any such deficiency.
purposes: (i)to cure any ambiguity or formal defect or omission in this Agreement;(ii)to grant to,
or confer upon,the Escrow Agent for the benefit of the owners of the various Refunded Certificates, Section 19. Notice to District and Escrow Agent. Any notice to or demand upon the
any additional rights,remedies,powers or authority that may lawfully be granted to,or conferred Escrow Agent may be served or presented,and such demand may be made,at the principal corporate
upon,such owners or the Escrow Agent;and(iii)to include under this Agreement additional funds, trust office of the Escrow Agent specified by the Escrow Agent in accordance with the provisions of
securities or properties. The Escrow Agent shall be entitled to rely conclusively upon an unqualified the Trust Agreement. Any notice to or demand upon the District shall be deemed to have been
opinion of nationally recognized municipal bond attorneys with respect to compliance with this sufficiently given or served for all purposes by being mailed by registered or certified mail,and
Section, including the extent, if any, to which any change, modification, addition or elimination deposited,postage prepaid, in a post office letter box, addressed to the District at P.O. Box 309,
affects the rights of the owners of the Refunded Certificates or that any instrument executed 11570 Donner Pass Road,Truckee,California 96160,Attention: General Manager(or such other
hereunder complies with the conditions and provisions of this Section. address as may have been filed in writing by the District with the Escrow Agent).
l Section 12. Notice to Moody's and Standard and Poor's.In the event that this agreement
or any provision thereof is severed,amended or revoked the Escrow Agent shall provide written
# notice of such severance, amendment or revocation to Moody's Investors Service at 99 Church
Street,New York,New York 10007,Attention: Public Finance Rating Desk/Refunded Certificates
t and to Standard and Poor's Corporation at 25 Broadway,New York,New York 10004,Attention:
Muni Ratings Desk. The Escrow Agent shall provide written notice of any such amendment,
together with a draft thereof,prior to execution and delivery to Moody's Investors Service at the
address set forth above.
Section 13. Tenn. This Agreement shall commence upon its execution and delivery and
shall terminate on the later to occur of either 0)the date upon which the Refunded Certificates have
1 been paid in accordance with this Agreement or(ii)the date upon which no unclaimed moneys
remain on deposit with the Escrow Agent pursuant to Section 5(c)of this Agreement.
Section 14. Compensation. The Escrow Agent shall receive its reasonable fees and
expenses as previously agreed to by the Escrow Agent and the District and any other reasonable fees
and expenses approved by the District; provided,however, that under no circumstances shall the
Escrow Agent be entitled to any lien whatsoever on any moneys or obligations in the Escrow Fund
for the payment of fees and expenses for services rendered or expenses incurred by the Escrow Agent
under this Agreement.
Section 15. Severability. If any one or more of the covenants or agreements provided in
this Agreement on the part of the District or the Escrow Agent to be performed should be determined
by a court of competent jurisdiction to be contrary to law,such covenants or agreements shall be null
and void and shall be deemed separate from the remaining covenants and agreements herein
contained and shall in no way affect the validity of the remaining provisions of this Agreement.
Section 16. Counterparts. This Agreement may be executed in several counterparts,all or
any of which shall be regarded for all purposes as an original but all of which shall constitute and be
but one and the same instrument.
Section 17. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED UNDER
THE LAWS OF THE STATE OF CALIFORNIA.
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DOCSSF/59583v3/022925-0017 DOCSSF/5958301022925-0017
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SCHEDULE B EXHIBIT A
NOTICE OF DEFEASANCE
Reserved. $[ l
TRUCKEE DONNER PUBLIC UTILITY DISTRICT REFUNDING
CERTIFICATES OF PARTICIPATION(WATER SYSTEM IMPROVEMENT PROJECTS),
SERIES 19%
NOTICE IS HEREBY GIVEN to the owners of the above-captioned Certificates of the
Truckee Donner Public Utility District(the"District"),that there has been deposited with The Bank
of New York Trust Company, N.A., Los Angeles,California, as trustee for said Certificates(the
"1996 Trustee")by the District,cash and obligations of the United States of America,the principal of
and interest on which when paid will provide moneys sufficient to pay: (a)regularly scheduled
principal and interest with respect to the Certificates on November 15, 2006; and (b)on
November 15,2006,the prepayment price of the Certificates maturing after November 15,2006.
In accordance with the Trust Agreement,dated as of November 1, 19%,by and among the
! District,the Corporation,and the 1996 Trustee(the"1996 Trust Agreement"),such Certificates are
deemed to have been paid in accordance with Section 10.01 thereof and on November 15, 2006,
money will be available to pay with respect to the Certificates the prepayment price of such
Certificates and the obligations created by the 1996 Trust Agreement with respect to the Certificates
to be defeased shall thereupon cease,terminate and become void with respect to such Certificates.
DATED this day of .2006.
Schedule B-1 Exhibit A-I
DOCSSF/595830/022925-W 17 DOCSSF/59583v3/022925-00 17
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Stradling Yocca Carlson&Rauth
a Draft of 9114106
c�+ PRELIMINARY OFFICIAL STATEMENT DATED SEPTEMBER_,2006
ay
7 NEW ISSUE—BOOK-ENTRY ONLY INSURED RATING:S&P:"AAA" TRUCKEE DONNER PUBLIC UTILITY DISTRICT
s UNINSURED RATING: "_" REFUNDING REVENUE CERTIFICATES OF PARTICIPATION
i w (See"RATINGS") (WATER SYSTEM IMPROVEMENT PROJECTS)SERIES 2006
F u ° /it the opinion of Stradling Yoc•co Carlson&Rauth,it Professional Corporation,Special Cotatsel,wider existing statutes,regulation,
irulings and[judicial decisions and assurning certain representationsand compliance xith certain covenants and requirements described in MATURITY SCHEDULE
L u this O(licial Statement,the portion of each Installment Pavment constituting interest(and original issue discount)is e.whu/ed front the gross
•C inc orne for federal income tau purposes,and is not an item of tau preference for purposes of calculating the federal alterative inininam tax
K imposed on individuals and corporations. /n the further opinion of Special Counsel,the portion of each Installment Pavntent constituting Maturity Principal Maturity Principal
• (November 15) Amount Interest Rat (November 15) Amour Interest Rate Yield
interest(and original issue discount)is ecernpt from State of California personal
income rat. See"TAX MATTERS"herein withwithrespect to
e Yield
°^ tax consequences with respect to the Certificates.
T
L r
w, TRUCKEE DONNER PUBLIC UTILITY DISTRICT
v REFUNDING REVENUE CERTIFICATES OF PARTICIPATION
x " (WATER SYSTEM IMPROVEMENT PROJECTS)SERIES 2006
g+ `0
w Dated: Date of Delivery Due:November 15,as shown on the inside cover
c.'g. The Certificates are being executed and delivered to(i)provide funds to prepay the outstanding Truckee Donner Public Utility District
E ,' Refunding Revenue Certificates of Participation(Water System Improvement Projects)Series 1996.(ii)to finance capital improvements to
the District Water System,(iii)to make a deposit to the Reserve Fund,and(iv)pay certain costs of delivery.
sc Interest due with respect to the Certificates is payable semi-annually on May 15 and November 15 in each year commencing May 15,
2(N)7.The Certificates will he executed and delivered in book-entry form,without coupons,initially registered in the name of Cede&Co.,as
°Y v= nominee of The Depository Trust Company,New York,New York. Purchasers of the Certificates will not receive physical certificates from
u2 the District representing their interests in the Certificates purchased. DTC will act as securities depository for the Certificates. The principal
n
and interest with respect to the Certificates are payable directly to DTC by The Bank of New York Trust Company,N.A.,Los Angeles,
.`g Culitbmia,as Trustee. Upon receipt of payments of such principal and interest,DTC is obligated to remit such principal and interest to the
an, participants in DTC for subsequent disbursement to the beneficial owners of the Certificates. Individual purchases will be made in principal
amounts of$5,000 and integral multiples thereof.
i- e The Certificates are subject to optional and extraordinary prepayments prior to maturity as further described in this Official
' a Statement.
E
The Certificates are payable from Installment Payments payable by the District and amounts on deposit in certain funds and accounts
o established by the Trust Agreement. The obligation of the District to make Installment Payments is a special obligation of the District
q u payable solely from Net Revenues of the Water System of the District. The District may incur additional obligations payable from Net
g h Revenues of the Water System on a parity with the Installment Payments,subject to the terms and conditions set forth in the installment
y Purchase Agreement.
N THE OBLIGATION OF THE DISTRICT TO MAKE THE INSTALLMENT PAYMENTS iS AN IRREVOCABLE OBLIGATION
H OF THE DISTRICT PAYABLE SOLELY FROM NET REVENUES BUT DOES NOT CONSTITUTE AN OBLIGATION OF THE
E.3 DISTRICT FOR WHICH THE DISTRICT IS OBLIGATED TO LEVY OR PLEDGE ANY FORM OF TAXATION OR FOR WHICH THE
v y DISTRICT HAS LEVIED OR PLEDGED ANY FORM OF TAXATION. THE OBLIGATION OF THE DISTRICT TO MAKE
r Z ; INSTALLMENT PAYMENTS UNDER THE INSTALLMENT PURCHASE AGREEMENT DOES NOT CONSTITUTE A DEBT OR AN
c o INDEBTEDNESS OF THE DISTRICT, THE STATE OF CALIFORNIA OR ANY OF ITS POLITICAL SUBDIVISIONS IN
q 9 s CONTRAVENTION OF ANY CONSTITUTIONAL OR STATUTORY DEBT LIMITATION OR RESTRICTION.
c a
s Payment of the principal at the stated maturity and interest with respect to the Certificates will he guaranteed by a financial guaranty
e €r insurance policy to be issued by simultaneously with the execution and delivery of the Certificates by:
[LOGO]
10 C c
.o This cover page contains certain information for quick reference only. it is not a summary of this issue. Potential investors
must read the entire Official Statement to obtain information essential to the making of an informed investment decision.
} a MATURITY SCHEDULE
f M''r (See inside front aver)
c
aci•O a The Certificates are offered when,as and if delivered and received by the Underwriter,subject to the approval of the validity of the
E =._
u a Installment Purchase Agreement by Stradling Yoeca Carlson&Rauth,a Professional Corporation,Special Counsel,and certain other
n matters. Certain legal matters will he passed upon on for the Underwriter by Fulbright&Jaworski L.L.P., Los Angeles, California,
a Underwriter's Counsel,for the District and the Corporation by Porter Simon,General Counsel to the District and the Corporation,for the
! Trustee by its counsel and for the insurer by its counsel. It is anticipated that the Certificates will he available for delivery through the
p,-�z u facilities of The Depository Trust Company on or about October_,2006.
w
Stone&Youngberg LLC
:E u Dated:October—,2006 •Preliminary,subject to change.
J
E Preliminary,subject to change.
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Table of Contents
(continued)
Page No dealer,broker,salesperson or other person has been authorized by the District,the Corporation or
the Underwriter to give any information or to make any representations other than those contained in this
t THE CORPORATION............................................................................................................................................26 Official Statement in connection with the offering made hereby and,if given or made,such other information
TAX EXEMPTION.................................................................................................................................................26 or representations must not be relied upon as having been authorized by the District,the Corporation or the
Underwriter. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy
CERTAIN LEGAL MATTERS..............................................................................................................................27 nor shall there be any sale of the Certificates by a person in any jurisdiction in which it is unlawful for such
LITIGATION..........................................................................................................................................................28 person to make such an offer,solicitation or sale.
CONTINUING DISCLOSURE..............................................................................................................................28 This Official Statement is not to be construed as a contract with the purchasers of the Certificates.
RATINGS................................................................................................................................................................28 Statements contained in this Official Statement which involve estimates,forecasts or matters of opinion,
FINANCIALADVISOR.........................................................................................................................................28 whether or not expressly so described herein,are intended solely as such and are not to be construed as a
representation of facts.
UNDERWRITING..................................................................................................................................................29
MISCELLANEOUS................................................................................................................................................29 The Underwriter has provided the following sentence for inclusion in this Official Statement:
APPENDIX A SUMMARY OF PRINCIPAL LEGAL DOCUMENTS............................................................A-1 The Underwriter has reviewed the information in this Official Statement in
APPENDIX B AUDITED FINANCIAL STATEMENTS FOR FISCAL YEAR ENDING accordance with,and as a part of,its responsibilities to investors under the
DECEMBER 31,2005................................................................................................................B-1 federal securities laws as applied to the facts and circumstances of this
APPENDIX C FORM OF LEGAL OPINION....................................................................................................C-1 transaction, but the Underwriter does not guarantee the accuracy or
APPENDIX D FINANCIAL GUARANTY INSURANCE POLICY............................................................D-1
completeness of such information.
€ APPENDIX E FORM OF CONTINUING DISCLOSURE CERTIFICATE......................................................E-1
APPENDIX F DTC AND BOOK-ENTRY ONLY SYSTEM............................................................................F-1 The information set forth herein has been obtained from official sources which are believed to be
i
reliable but it is not guaranteed as to accuracy or completeness,and is not to be construed as a representation
by the Underwriter. The information and expression of opinions herein are subject to change without notice
and neither delivery of this Official Statement nor any sale made hereunder shall,under any circumstances,
create any implication that there has been no change in the affairs of the District since the date hereof.
r
IN CONNECTION WITH THIS OFFERING,THE UNDERWRITER MAY OVER ALLOT
OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF
THE CERTIFICATES AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN
THE OPEN MARKET. SUCH STABILIZING,IF COMMENCED,MAY BE DISCONTINUED AT
ANY TIME.
CERTAIN STATEMENTS CONTAINED IN THIS OFFICIAL STATEMENT REFLECT
NOT HISTORICAL FACTS BUT FORECASTS AND"FORWARD-LOOKING STATEMENTS."
NO ASSURANCE CAN BE GIVEN THAT THE FUTURE RESULTS DISCUSSED HEREIN WILL
BE ACHIEVED, AND ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THE
FORECASTS DESCRIBED HEREIN. IN THIS RESPECT, THE WORDS "ESTIMATE,"
"PROJECT," "ANTICIPATE," "EXPECT," "INTEND," "BELIEVE" AND SIMILAR
EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS. ALL
PROJECTIONS, FORECASTS, ASSUMPTIONS, EXPRESSIONS OF OPINIONS, ESTIMATES
AND OTHER FORWARD-LOOKING STATEMENTS ARE EXPRESSLY QUALIFIED IN THEIR
ENTIRETY BY THE CAUTIONARY STATEMENTS SET FORTH IN THIS OFFICIAL
STATEMENT.
THE CERTIFICATES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933,AS AMENDED, IN RELIANCE UPON AN EXEMPTION CONTAINED IN SUCH ACT. THE
CERTIFICATES HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS
OF ANY STATE.
The District maintains a website,however,the information presented there is not part of this Official
Statement and should not be relied upon in making an investment decision with respect to the Certificates.
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DOCSS F/60223 v6/022925-0017
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Certificate Insurance. (the "Insurer") has issued a and between the District and The Bank of New York Trust Company,N.A.(the"Escrow Agent"),as successor
commitment to issue,simultaneously with the delivery of the Certificates,a financial guaranty insurance trustee under the 1996 Trust Agreement(the"Escrow Agreement"),the District will deliver a portion of the
policy(the"Policy")relating to the Certificates,effective as of the date of delivery of the Certificates. By the proceeds of the Certificates together with certain other money to the Trustee for deposit in the escrow fund
terms of the Policy,the Insurer agrees to pay that portion of the principal of and interest with respect to the established under the Escrow Agreement(the"Escrow Fund"). The Escrow Agent will[hold such amounts
Certificates which shall become due for payment but shall be unpaid to the extent that the Trustee has not uninvested] [invest all amounts deposited in the Escrow Fund in the Federal Securities as set forth in the
received sufficient funds from the District. See the caption"CERTIFICATE INSURANCE"herein. Escrow Agreement.] From [such amounts] [the maturing principal of the Federal Securities and related
investment income]on deposit in the Escrow Fund the Trustee will pay the regularly scheduled interest and
The District and the Service Area. The District is situated in the Sierra Nevada Mountains, principal with respect to the Refunded Certificates on November 15,2006 and pay a prepayment price of the
approximately 180 miles northeast of San Francisco,approximately 32 miles west of Reno,Nevada,and Refunded Certificates maturing after November 15, 2006 equal to 102% of the principal amount of the
approximately 12 miles north of Lake Tahoe. The District was originally established on August 9,1927. The Refunded Certificates.
District is currently comprised of approximately 45 square miles in eastern Nevada County,California and
approximately 1.5 square miles in Placer County. The permanent estimated population of the District service The amounts held[and invested]by the Escrow Agent in the Escrow Fund are pledged solely to the
area was approximately 15,737 as of July 2005. The District currently serves approximately 11,146 residential payment of the Refunded Certificates. Neither the funds deposited in the Escrow Fund[nor the interest on the
dwelling units and approximately 605 commercial units. The District estimates that approximately 59%of the invested funds]will be available for the payment of debt service with respect to the Certificates.
dwelling units within the District service area are maintained as second homes.
Verification
Professionals Involved in the Offering. The Bank of New York Trust Company,N.A.will act as
Trustee with respect to the Certificates. Certain proceedings in connection with the execution and delivery of independent certified
the Installment Purchase Agreement are subject to the approval of Stradling Yocca Carlson& Rauth,a public accountants,will verify the mathematical accuracy of the information provided to them as of the date of
Professional Corporation,San Francisco,California,Special Counsel to the District.Certain legal matters will the closing on the Certificates relating to the adequacy of the amounts deposited in the Escrow Fund under the
be passed upon for the District and the Corporation by Porter Simon,Truckee,California,General Counsel to Escrow Agreement to pay when due the prepayment price of the Refunded Certificates plus accrued interest
the District and the Corporation. Fulbright&Jaworski L.L.P.,Los Angeles,California,is acting as counsel to with respect thereto until the date of redemption thereof.
the Underwriter. McDonald Partners,Alamo,California is acting as financial advisor to the District.
THE 2006 PROJECT
Other Information About this Official Statement. There follows in this Official Statement(and
attached appendices)a brief description of the Certificates,the security for the Certificates,the District and A brief description of each component of the 2006 Project is set forth below. Pursuant to the
certain other information relevant to the execution and delivery of the Certificates. Installment Purchase Agreement,the District may substitute or add additional projects to the 2006 Project.
I All descriptions and summaries of various documents in this Official Statement do not purport to be The District expects to spend approximately $4,000,000 of Certificate proceeds to construct the
comprehensive or definitive,and reference is made to each document for complete details of all terms and Brockway Transmission Pipeline("Brockway Pipeline")during 2006. The District expects that the Brockway
conditions. All statements in this Official Statement are qualified in their entirety by reference to each Pipeline will be completed in 2006. The District has complied with all bidding and environmental
document. requirements for the Brockway Pipeline.
t
All capitalized terms used herein and not normally capitalized have the meanings assigned to them in The District expects to spend approximately$12,300,000 of Certificate proceeds to replace pipelines
the Trust Agreement or Installment Purchase Agreement,the summaries of which are included in Appendix A, in fiscal years 2006-2010("Pipeline Replacement Project"). The 2006 portion of the Pipeline Replacement
unless otherwise stated in this Official Statement. Project will be completed in 2006. The District took bids for the 2006 portion of the project and expects to
take bids each year from 2007 through 2010 for the remainder of the Pipeline Replacement Project. The 2006
The Appendices are integral parts of this Official Statement and must be read together with all other portion of the Pipeline Replacement Project was categorically exempt from the California Environmental
parts of this Official Statement. Quality Act("CEQA"). The District expects to comply with all environmental requirements for the remaining
portions of the Pipeline Replacement Project prior to commencing construction thereon.
REFUNDING PLAN
The District expects to spend approximately$180,000 of Certificate proceeds to install emergency
General generators at pump stations throughout the District. Installation of such generators is expected to be completed
during 2007. The District has complied with all bidding and environmental requirements for this portion of the
The Certificates are being executed and delivered to provide a portion of the funds to prepay the 2006 Project.
Refunded Certificates. The Refunded Certificates were executed and delivered on December 4, 1996
representing an aggregate original principal amount of$10,905,000 under a Trust Agreement dated as of The District expects to spend approximately$400,000 of Certificate proceeds to install a new SCADA
November 1,1996(the"1996 Trust Agreement"),by and among the Corporation,the District and U.S.Trust system to regulate all of the District's pump activity and tank levels. The SCADA system is expected to be
Company of California,N.A.,as trustee. The Refunded Certificates are currently outstanding in the principal installed during 2008. The District expects to comply with all bidding and environmental requirements before
amount of$8,465,000. installing the SCADA system.
The District plans to apply a portion of the proceeds of the Certificates to prepay and refund on a The District intends to reimburse itself for approximately$1,479,272 of prior expenditures for ttuee
current basis the Refunded Certificates. Pursuant to an Escrow Agreement dated as of September 1,2006,by Donner Lake projects, including the Donner Lake 6323 Tank landscaping project and the Donner Lake
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further description of DTC and its book-entry system. Capitalized terms used under this caption and not Set forth below is a table of the annual Installment Payments.
otherwise defined have the respective meanings given to them in Appendix F.
TRUCKEE DONNER PUBLIC UTILITY DISTRICT
DTC will act as securities depository for the Certificates. The Certificates will be executed and Refunding Revenue Certificates of Participation
delivered as fully-registered certificates,will be executed and delivered for each year in which the Certificates (Water System Improvement Projects)Series 2006
mature in denominations equal to the aggregate principal amount of the Certificates maturing in that year,and Annual Principal and Interest Schedule
will be deposited with DTC. So long as Cede&Co.is the registered owner of the Certificates,as nominee of
DTC,references in this Official Statement to the owners of the Certificates or the Certificate Owners mean Maturing Installment Payments
Cede&Co.and not the actual purchasers of the Certificates. (November 15) Principal Interest Total
Transfer and Exchange Upon Abandonment of Book-Entry Only System 20020078
_00008 $ $ $
8
2009
If the book-entry system is no longer used with respect to the Certificates,any Certificate may,in 2010
accordance with its terms,be transferred,upon the books required to be kept by the Trustee under the Trust 2011
Agreement,by the person in whose name it is registered,in person or by such person's duly authorized 2012
attorney,upon surrender of such Certificate for cancellation at the principal corporate trust office of the 2013
Trustee,accompanied by delivery of a duly executed written instrument of transfer in a form approved by the 2014
Trustee. Whenever any Certificate or Certificates are surrendered for transfer,the Trustee will execute and 2015
deliver a new Certificate or Certificates of the same maturity,for a like aggregate principal amount and of 2016
authorized denomination or denominations. The Trustee may charge a sum for each new Certificate executed 2017
and delivered upon any transfer. The Trustee may require the payment by the Owner requesting such transfer 2018
of any tax or other governmental charge required to be paid with respect to such exchange. Following any 2019
k exchange of Certificates the Trustee will cancel and destroy the Certificates it has received. 2020
f 2021
Certificates may be exchanged at the principal corporate trust office of the Trustee, for a like 2022
aggregate principal amount of Certificates of other authorized denominations of the same maturity. The 2023
Trustee may charge a sum for each new Certificate executed and delivered upon any exchange except in the 2024
case of any exchange of temporary Certificates for definitive Certificates. The Trustee may require the 2025
payment by the Owner requesting such exchange of any tax or other governmental charge required to be paid 2026
2 02 7
with respect to such exchange.Following any exchange of Certificates the Trustee shall cancel and destroy the 2028
Certificates it has received. 2029
2030
The Trustee will not be required to register the exchange or transfer of any Certificate(i)within 2031
15 days preceding selection of Certificates for prepayment or(ii)selected for prepayment. 2032
2033
Installment Payments 2034
2035
On or before May 10 and November 10 of each year commencing on May 10, 2007 (each, an 2036
"Installment Payment Date"),the District will pay to the Trustee an amount equal to the installment Payment TOTAL $ $ $
coming due on such Installment Payment Date. Any moneys on deposit in the Certificate Payment Fund on
each Installment Payment Date(other than amounts required for the payment of past due principal or interest SECURITY FOR THE CERTIFICATES
with respect to any Certificates not presented for payment)will be credited to the payment of the Installment
Payments due and payable on such date. The Trust Agreement requires that the Trustee deposit such payments Each Certificate represents an undivided interest in Installment Payments to be paid by the District
in the Certificate Payment Fund for application to make principal and interest payments due with respect to the under the Installment Purchase Agreement. Pursuant to the Assignment Agreement,the Corporation has
Certificates. assigned substantially all its right,title and interest in the Installment Purchase Agreement to the Trustee,for
the benefit of the Owners of the Certificates,including its right to receive Installment Payments thereunder and
f its right to exercise all the rights and remedies conferred on the Corporation under the Installment Purchase
Agreement.
The obligation of the District to make the Installment Payments is a special obligation of the District
payable solely from Net Revenues of the Water System of the District and does not constitute a debt of the
District or of the State or of any political subdivision thereof in contravention of any constitutional or statutory
debt limitation or restriction.
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executed or Bonds issued since the end of such Fiscal Year assuming such Contracts had been Payment Date,the Trustee will transfer from the Reserve Fund to the Certificate Payment Fund the amount of
executed or Bonds had been issued at the beginning of such Fiscal Year plus(z)the Debt Service such insufficiency. In the event that the Trustee has transferred moneys from the Reserve Fund to the
which would have accrued on the Contract to be executed or Bonds to be issued had such Contract Certificate Payment Fund in accordance with the Trust Agreement, upon receipt of the moneys from the
been executed or Bonds been issued at the beginning of such Fiscal Year;and District to increase the balance in the Reserve Fund to the Reserve Requirement,the Trustee will deposit such
moneys in the Reserve Fund.
(3) The estimated Net Revenues (not including amounts transferred from the Rate
Stabilization Fund to the Revenue Fund in excess of 25%of Debt Service for such Fiscal Year)for the If the amount available and contained in the Reserve Fund exceeds an amount equal to the Reserve
then current Fiscal Year and for each Fiscal Year thereafter to and including the first complete Fiscal Requirement and if the District is not then in default under the Installment Purchase Agreement,the Trustee
Year after the latest Date of Operation of any uncompleted Parity Project,as evidenced by a certificate will semiannually on or before the fifth Business Day prior to each Payment Date withdraw the amount of such
on file with the District,including(after giving effect to the completion of all such uncompleted Parity excess from the Reserve Fund and will deposit such amount in the Interest Fund,and for such determination
Projects)an allowance for estimated Net Revenues(not including amounts transferred from the Rate the Trustee will make a valuation of the Reserve Fund as often as it may deem appropriate,and in any event on
Stabilization Fund to the Revenue Fund in excess of 25%of Debt Service for such Fiscal Year)for or before the fifth Business Day prior to each Payment Date in each year. In addition,the Trustee will,on the
each of such Fiscal Years arising from any increase in the income,rents,fees,rates and charges date all or any portion of the Certificates are discharged in accordance with the Trust Agreement,value the
estimated to be fixed prescribed or received for the Water Service and which are economically Reserve Fund in accordance with the Trust Agreement and withdraw the excess,if any,on deposit in the
feasible and reasonably considered necessary based on projected operations for such period, as Reserve Fund and transfer such amount to or in accordance with the written direction of the District. Except
evidenced by a certificate of the Manager on file with the District,will produce a sum equal to at least for such withdrawals,all moneys in the Reserve Fund will be used and withdrawn by the Trustee solely for the
125%of the estimated Debt Service for each of such Fiscal Years,after giving effect to the execution purpose of paying principal,Prepayment Price and interest with respect to the Certificates in the event that no
of all Contracts and the issuance of all Bonds estimated to be required to be executed or issued to pay other moneys of the District are available therefore.
the costs of completing all uncompleted Parity Projects within such Fiscal Year,assuming that all
such Contracts and Bonds have maturities, interest rates and proportional principal repayment CERTIFICATE INSURANCE
provisions similar to the Contract last executed or then being executed or the Bonds last issued or then
being issued for the purpose of acquiring and constructing any of such uncompleted Parity Projects. The following information has been provided by the Insurer and has not been verified,and is not
guaranteed as to accuracy or completeness,by the District or the Underwriter. No representation is made
Notwithstanding the foregoing. Bonds or Contracts may be issued or incurred to refund herein as to the accuracy or adequacy of such information or as to the absence of material adverse changes in
r` outstanding Bonds or Contracts if,after giving effect to the application of the proceeds thereof,total such information subsequent to the date hereof,or that the information contained and incorporated herein by
Debt Service will not be increased in any Fiscal Year in which Bonds or Contracts(outstanding on the reference is correct. Reference is made to Appendix D for a specimen of the Policy.
f date of issuance or incurrence of such refunding Bonds or Contracts,but excluding such refunding
Bonds or Contracts)not being refunded are outstanding. [TO COME FROM INSURER]
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g Subordinate Obligations: The District may at any time issue evidence of indebtedness or incur other THE DISTRICT
obligations that are payable from or secured by a lien on Revenues,money in the Revenue Fund or any money General
in the Rate Stabilization Fund subordinate to the Installment Payments,Contracts and Bonds pursuant to the
terms of the Installment Purchase Agreement. The District was formed and operates under the State of California Public Utility District Act(the
"Act'). The District is situated in the Sierra Nevada Mountains, 180 miles northeast of San Francisco,32
Reserve Fund miles west of Reno,Nevada,and 12 miles north of Lake Tahoe. The District was originally established on
August 9, 1927 and is currently comprised of approximately 45 square miles in eastern Nevada County,
Pursuant to the Trust Agreement,the Trustee will establish a Reserve Fund which the Trustee will California(the"County"and"State",respectively)and approximately 1.5 square miles in Placer County,
maintain and hold in trust separate and apart from other funds held by it so long as any Installment Payments including the town of Truckee. The District is the sole provider of water service within the District.
remain unpaid. The Trustee will deposit in the Reserve Fund the amounts required to be deposited therein
pursuant to the Installment Purchase Agreement and the Trust Agreement and apply moneys in the Reserve The District currently provides water and electric service to customers within the Truckee and Donner
Fund in accordance with the Trust Agreement. Moneys in the Reserve Fund will be invested in Permitted Lake areas,with the water and electric systems(the"Water System"and"Electric System",respectively)each
investments which will mature on or before the date when such moneys are scheduled to be needed. maintained and operated separately. The District is approximately 68% developed based on the current
projection of buildout which is projected to be in 2025 with respect to commercial development and in 2030
The Reserve Fund is required to be initially funded in an amount equal to$ `and, with respect to residential development.
thereafter in an amount equal to the lesser of$ 'and the maximum principal of and interest with
respect to the Certificates due in the then current or any future Fiscal Year (the"Reserve Requirement'). For Truckee was established as a community in 1862 and became an important location on the Central
the purpose of determining the amount in the Reserve Fund,all Permitted Investments credited to the Reserve Pacific Railroad,the first transcontinental railroad completed in 1869. At the east end of Donner Pass,
Fund will be valued at the lower of cost(inclusive of all interest accrued but not paid),or book value. Truckee has remained an important transportation center as the gateway to the mountain pass leading to the
west and San Francisco. Truckee was incorporated in 1993 and has become an important center of tourism due
If one business day prior to any Payment Date the moneys in the Certificate Payment Fund are to the proximity to the Donner Pass and Lake Tahoe area ski resorts and summer recreational activities.
s
insufficient to make the payments required by the Trust Agreement with respect to Certificates on such
t
Preliminary,subject to change.
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f basin. An area of over 50 square miles drains into the Martis Valley. The basin holds a large volume of water Currently,the demand for water in the District is approximately 8,790 gallons per minute(gpm),or
that has collected in the soil over hundreds of years. Present withdrawals are less than the estimated average 12.7 million gallons on the maximum use day(mgd). At build out,the maximum day demand is estimated to
annual recharge,and hence current usage is not depleting the groundwater. Hydrogeologic studies conclude increase to approximately 17,680 gpm or 25.5 mgd.
that the amount of water held in the basin is sufficient to supply current demands for over 100 years even if no
additional water enters the basin. Droughts of even five years are insignificant short term events that will not Historic Water Production,Accounts and Sales Revenues. The following tables show the water
significantly influence the available water resources of the basin. The District does not currently treat any of production,accounts and sales revenues of the Water System of the District for the five most recent fiscal
the groundwater pumped from the Martis Valley Aquifer. Federal law prohibits the diversion of water in the years.
Truckee basin for use outside of the Truckee basin.
TRUCKEE DONNER PUBLIC UTILITY DISTRICT
The District also has surface water rights in Donner Lake,McGlashan Springs and Tonnini Springs. Historic Water Production and Accounts
The District does not currently utilize these surface water rights. Although the District may use certain of such Total
surface water rights at some point in the future,such use would entail significant capital improvements. Production
(Million %Increase/ Commercial %Increase/ Residential %Increase/
The Water System Year Gallons) (Decrease) Accounts (Decrease) Accounts (Decrease)
General. The existing water facilities of the District can be grouped into four basic components: 1) 2001 1,736 3.83% 481 (3.86)% 8,130 13.76%2002 2,198 26.61 548 14.00 10,268 26.30
water sources,2)pumping stations,3)storage tanks,and 4)pipelines. 2003 2,198 61 548 4.00 10,226 6.17
The District produces potable water from a total of 12 deep drilled wells.Output of these 12 wells 2004 2,424 9.78 582 3.31 10,739 2.37
ranges from a high of roughly 2,200 gallons per minute from the Airport Well to a low of approximately 37 005 2,206 (8.99) 605 3.98 11,146 3.79
gallons per minute from the Hirshdale Well. Maximum daily production capacity exceeds 16.5 million gallons TRUCKEE DONNER PUBLIC UTILITY DISTRICT
per day. Currently,maximum day demands are 12.7 million gallons per day and average daily demand is just Historic Sales Revenues
over 6.1 million gallons per day.
%Increase/ %Increase/
c
The District serves a region that ranges in elevation from less than 5,700 feet above sea level in Year Residential (Decrease) Commercial (Decrease)
Hirshdale to over 7,400 feet above sea level in the western end of the District located close to the crest of the 2001 $3,944,222 17.6990 $476,195 (19.86)°k
Sierra Nevada Mountains. There are currently eleven service zones within the District.The District uses 28 2W2 5,013,242 27.10 647,822 36.04
different pump stations to lift water to the 49 different pressure zones throughout the service area. Within 2003 5,768,092 15.06 678,423 4.72
these 28 pump stations are a total of 66 pumps. The capacity of the pump stations is sufficient to satisfy 2004 6,254,756 9.44 825,109 21.62
present demands,but continued growth will require expansion at a future date. Proceeds of the Certificates 2005 6,609,311 5.67 844,812 2.39
will be applied to provide a portion of such expansion.
Source:District.
There are 36 water storage tanks within the District. These tanks are used to store water for fire
protection and emergencies,and to augment the capacities of the wells and pumping stations during short term Management Discussion of Historic Water Production,Accounts and Sales Revenues. For fiscal year
(hourly)peak demand periods. Of the 36 tanks,one is an elevated steel tank(water tower),one is a half-buried 2005,water production averaged 6.04 million gallons per day(mgd)for an annual total of 2,206 million
concrete tank,and the remaining 34 are steel tanks whose base rests on the ground. The combined storage gallons. The reduction in production in 2005 reflects the effect of a wet and late spring in the District,leading
capacity of these tanks is about 9.4 million gallons. to the drop in water demand. Such reduced water demand did not result in a reduction in sales revenues as
residential customers pay a flat monthly rate regardless of actual usage. The large increase in water
The final component of the Water System of the District is the piping network that transmits and production,accounts,and sales revenues in 2002,was a result of the acquisition by the District of the Donner
distributes water throughout the service areas. The piping within the District is varied as to age,material type, Lake and Glenshire water systems.
size,condition and purpose. The majority of the piping is either six or eight inch diameter welded steel pipe
and is approximately 30 to 40 years old. There are sections that are older than 50 years;others are less than a Projected Water Production,Accounts and Sales Revenues. The following tables show the water
year old.Pipes range in diameter from 2 inch to 24 inch.Other materials found in the system are galvanized production,accounts and sales revenues from the Water System for the current and next four fiscal years as
iron,asbestos cement,ductile iron and polyvinyl chloride(PVC). The total length of piping is more than 202 projected by the District.
rmiles. The piping is generally in satisfactory condition.
Service Area. The water service area of the District encompasses property within both Nevada
County and Placer County. Presently, there are an estimated 11,146 residential dwelling units and 605
commercial units in the District. The District currently estimates that approximately 59%of the dwellings in
the service area of the District are maintained as second homes. Within the current service area,there are also
2,863 undeveloped parcels within 100 feet of a water main,which are subject to a stand-by water availability
charge. When the service area reaches build out,estimates indicate that there will be 16,587 residential
dwelling units and 659 commercial units.
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The water service rates for residential customers, which include single family homes, individual Monthly Charge"' Monthly Charge") Monthly Charge"'
condominium units and townhouse units,relate to the pressure zone in which such service is located. A fixed Additional Monthly Effective Effective Effective
monthly base rate of$45.85 is currently applied to all zones. The fixed monthly base rate increases to$48.57 Water Usage March 3,2006 January 1,2007 January 1,2(X)8
effective January 1,2007 and to$51.48 effective January 1,2008, In addition,an approximate zonal pumping 0 to 16,000 gallons $1.79 $1.89 2.01
cost is added to the base monthly rate yielding the following combined rates for the current fiscal year and for 16,000-56,000 gallons 1.41 1.49 1.58
fiscal years 2007 and 2008: 56,000-96,000 gallons 1.12 1.19 1.26
96,000 and above .91 .97 1.03
TRUCKEE DONNER PUBLIC UTILITY DISTRICT
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Residential Water Service Rates(plus hydrant 75 cents) "'Per 1,000 gallons.
Monthly Rate Monthly Rate Monthly Rate
Effective Effective Effective The following zone charge for commercial property per 1,000 gallons is currently added and will be
Zone March 3,2006 January 1,2007 January 1,2008 added for fiscal years 2007 and 2008 for all water used:
i Zone 1 $48.47 $51.38 $54.46
Monthly Rate Monthly Rate Monthly Rate
Zone 2 50.80 53.85 57.08 Effective Effective Effective
Zone 3 51.88 54.99 58.29 Zone March 3,2006 January 1,2007 January 1,2008
Zone 4 53.05 56.23 59.60
Zone 5 53.74 56.96 60.38 1 $.312 $.33 $.35
Zone 6 54.18 57.43 60.88 2 .572 .61 .64
Zone 7 56.87 60.28 63.90 3 .715 .76 .80
Zone 8 58.58 62.09 65.82 4 .859 .91 .97
Zone 9 59.24 62.80 66.56 5 .928 .98 1.04
Zone 10 62.92 66.69 70.69 6 1.002 1.06 1.13
Zone 11 66.43 70.42 74.64 7 1.322 1.40 1.49
8 1.505 1.59 1.69
The water service rates for commercial users,including multiple dwelling units,trailer parks,and 9 1.579 1.67 1.77
other commercial establishments,are as follows: 10 2.011 2.13 2.26
11 2.433 2.58 2.73
TRUCKEE DONNER PUBLIC UTILITY DISTRICT
Commercial Water Service Rates
Per 1,000 gallons.
t Monthly Rate'' Monthly Rate''' Monthly Rate
Size Gallons Per Month Effective Effective Effective Area Specific Surcharges. The District collects area specific user charges to recover the costs of
Service ApoHance"' March 3,2006 January 1,2007 January 1,2008 improvements in certain developments. The District currently serves 1,279 connections in the Glenshire
3/4" 6,000 $40.03 $42.43 $44.97 portion of the service area(1,273 residential and 6 commercial)and serves 1,306 connections in the Donner
1" 11,000 47.74 50.61 53.64 Lake portion of the service area(1,246 residential and 60 commercial). The District presently collects a
1�'/4" 17,On0 57.47 60.91 64.57 monthly charge of$10.75 per customer per month in the Glenshire portion of the service area. In June of
I%2" 24,000 67.12 71.14 75.41 2006,the District approved a$6.65 per customer per month surcharge for customers in the Donner Lake
2" 43,(100 92.25 97.79 103.66 portion of the service area. The new Donner Lake surcharge will become effective on October 1,2006.
3" 96,000 154.44 163.71 173.53
4" 171,000 220.98 234.24 248.30 Standby Water Availability Charges.Any local agency which is authorized by law to provide water
service and which is providing such service within its jurisdiction may fix,pursuant to Government Code
An additional charge is made for use in excess of allowance,as show below.The allowance is not scheduled to Section 54984 et seq.,a standby charge on land to which water services are available,whether or not the water
increase in fiscal years 2007 and 2008. services are actually used. Since 1975,the District has levied a standby charge for the availability of water
Does not include zone charge,as shown below. service to undeveloped property. The annual standby charge,which was fixed at$5.00 per parcel for parcels
less than one acre and$10.00 per parcel for parcels one acre or larger,was increased to$80 annually per parcel
Monthly water used by a commercial user in excess of the above allowance is currently charged and on March 18,1991 for undeveloped parcels in Nevada County and on April 8,1991 for undeveloped parcels in
will be charged in fiscal years 2007 and 2008 as follows: Placer County,and became effective for the 1991-1992 fiscal year. The standby charges do not apply to the
Glenshire and Donner Lake portions of the service area.
a Connection Charges and Facilities Fees. The District collects connection charges and facilities fees.
E The connection charge is largely based on the actual cost of connecting new service lines to the Water System.
The District currently charges the following connection charges:
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TRUCKEE DONNER PUBLIC UTILITY DISTRICT TRUCKEE DONNER PUBLIC UTILITY DISTRICT
Historic Operating Results&Debt Service Coverage Projected Operating Results&Debt Service Coverage
Fiscal Year Ending December 31 Fiscal Year Ending December 31
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Revenues Revenues
`= Sales to Customers $4,493,779 $5,719,245 $6,508,637 $7,089,121 $7,563,132 Sales to Customers"' $7,953,129 $8,692,690 $9,391,675 $9,593,547 $9,791,428
Standby Fees 258,122 159,040 148,860 196,080 183,119 Standby Fees 184,720 184,720 184,720 184,720 194,720
Investment Income"' 225,130 494,797 185,530 150,349 258,352 Investment Income`''' 165,033 380,179 418,891 476,996 539,293
Facilities Fees`'' 416,131 947,438 834,233 843,363 1,308,200 Facilities Fees 782,991 782,991 792,991 782,991 782,991
Connection Fees`'"" 121,320 207,551 235,109 343,581 405,987 Connection Fees(') 302,719 302,719 302,719 302,719 302,719
Other4' 174,537 272,803 392,098 402,932 417,541 Other"' 242,045 247,609 253,368 259,328 265,497
Total Revenues $5,689,019 $7,800,874 $8,304,467 $9,025,426 $10,136,331 Total Revenues $9,630,638 $10,590,908 $11,334,364 $11,600,302 $11,865,648
Operating&Maintenance Expenses
Operating&Maintenance Expenses cs>
p g � Operations and Maintenance $4,182,029 $4,307,490 $4,436,715 $4,569,816 $4,706,910
i Operations and Maintenance $2,410,254 $3,318,100 $3,871,361 $4,157,384 $4,229,691 Administration and General`6' 1,722,485 1,774,160 1,827,384 1,882,206 1,938,672
Administration and General 1,159,609 1,192,054 1,166,604 1,413,250 1,525,485 Customer Services`" 302,647 311,726 321,078 330,711 340,632
Customer Services 173,524 251,294 255,477 290,500 297,517 Total Operations&Maintenance Expenses $6,207,161 $6,393,376 $6,585,177 $6,792,732 $6,986 214
Total Operations&Maintenance Expenses $3,743,387 $4,761,448 $5,293,442 $5,961,134 $6,052,693
Net Revenues $3,423,477 $4,197,532 $4,749,187 $4,817,570 $4,879,434
Net Revenues $1,945,632 $3,039,426 $3,011,025 $3,164,292 $4,083,638 Parity Debt Service(8)
Installment Purchase Agreement(9) $250,713 $1,930,283 $1,925,075 $1,924,083 1,932,076
Parity Debt Service"' 1996 Installment Purchase Agreement 567,423 -- -- -- --
1996 Installment Purchase Agreement $802,221 $802,947 $802,886 $802,038 $800,402 DWR Proposition 55 Loan 306,422 306,423 306,423 306,422 306,423
DWR Proposition 55 Loan 306,422 306,422 306,422 306,423 306,422 Interest on Parity Debt Service Reserve Funds"0' (46,594) (94,369) (94,369) (94,369) (94,369)
Interest on Parity Debt Service Reserve Funds (19,123) (19,736) (20,349) (26,202) 3 Total Parity Debt Service $1,077,965 $2,142,336 $2,137,128 $2,136,136 $2,144,129
Total Parity Debt Service $1,089,520 $1,089,634 $1,088,960 $1,082,259 $1,074,463
Parity Debt Service Coverage 3.18 1.96 2.22 2.26 2.28
Parity Debt Service Coverage 1.79 2.79 2.77 2.92 3.80 Net Revenues Remaining for Subordinate Debt
Service $2,345,512 $2,055,196 $2,612,059 $2,681,434 $2,735,305
Net Revenues Remaining for Subordinate Debt axiu
Service $856,112 $1,949,792 $1,922,065 $2,082,034 $3,009,175 Subordinate Debt Service $409,044 $398,886 $388,709 $357,932 $347,660
Parity and Subordinate Debt Service Coverage 2.30 1.65 1.88 1.93 1.96
Subordinate Debt Service5"6' $72,695 $112,681 $390,114 $427,105 $435,280
Balance Available for Capital Projects or Other
Purposes $1,936,468 $1,656,311 $2,223,350 $2,323,502 $2,387,644
Parity and Subordinate Debt Service Coverage L67 2.53 2.04 2.10 2J0
NOTES
Balance Available for Capital Projects or Other "' Projected sales based upon projected increases of 250 new residential units and 15 new commercial units served
Purposes r $2,573,895 by the District each year,and assumes the water rates and charges set forth under the caption"THE WATER
NOTES SYSTEM OF THE DISTRICT-Water System Rates and Charges."
Excludes interest component of Donner Lake Assessment and interest on parity debt service reserve funds. Excludes interest component of Donner Lake Assessment and interest on parity debt service reserve funds.
Investment income is projected at 4.2 k per annum based on projected District reserves.
Appears as contributed capital in the Financial Statements of the District. (3) Connection fees are included in Revenues in the year received by the District.
Historically,connection fees were recognized in the year in which the connection to the Water System was `a' Projected to increase by approximately 2.34E per annum.
14 effected rather than the year in which the connection fee was allocated. `s' Projected to increase by approximately 3%per annum in fiscal years 2008 through 2010.
5 Includes interdepartmental sales. `6' Projected to increase by approximately 3%per annum.
6 Debt service presented on an accrual basis. T Projected to increase by approximately 3%per annum.
Represents payments on Capital Leases. The DWR Loan,which is secured by Donner Lake Assessments,is 81 Debt service presented on an accrual basis.
excluded from subordinate debt service. 'y' Installment Payments projected at[4.401%per annum.
Source: District "01 Interest on District reserves is projected at an average rate of 4.25,i,.
"" Represents payments on Capital Leases. The DWR Loan,which is secured by Donner Lake Assessments,is
excluded from subordinate debt service.
Source:District.
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Verjil that the provisions of Article XIIIC included rates and fees charged for domestic water use. In the Special Counsel's opinion as to the exclusion from gross income of the portion of each Installment
decision,the Court noted that the decision did not address whether an initiative to reduce fees and charges Payment constituting interest(and original issue discount)is based upon certain representations of fact and
could override statutory rate setting obligations. The District and its general counsel do not believe that certifications made by the District and others and is subject to the condition that the District complies with all
Article XIIIC grants to the voters within the District the power to repeal or reduce rates and charges in a requirements of the Internal Revenue Code of 1986, as amended (the "Code"), that must be satisfied
manner which would be inconsistent with the contractual obligations of the District. However,there can be no subsequent to the execution and delivery of the Certificates to assure that the portion of each Installment
assurance of the availability of particular remedies adequate to protect the beneficial owners of the Certificates. Payment constituting interest(and original issue discount)will not become includable in gross income for
Remedies available to beneficial owners of the Certificates in the event of a default by the District are federal income tax purposes. Failure to comply with such requirements of the Code might cause the portion of
dependent upon judicial actions which are often subject to discretion and delay and could prove both expensive each Installment Payment constituting interest(and original issue discount)to be included in gross income for
and time-consuming to obtain. federal income tax purposes retroactive to the date of execution and delivery of the Certificates. The District
has covenanted to comply with all such requirements.
In addition to the specific limitations on remedies contained in the applicable documents themselves,
the rights and obligations with respect to the Certificates,the Trust Agreement and the Installment Purchase The amount by which a Certificate Owner's original basis for determining loss on sale or exchange in
Agreement are subject to bankruptcy, insolvency,reorganization, moratorium, fraudulent conveyance and the applicable Certificate(generally,the purchase price)exceeds the amount payable on maturity(or on an
other similar laws affecting creditors'rights,to the application of equitable principles if equitable remedies are earlier call date)constitutes amortizable Certificate premium,which must be amortized under Section 171 of
sought,and to the exercise of judicial discretion in appropriate cases and to limitations on legal remedies the Code: such amortizable Certificate premium reduces the Certificate Owner's basis in the applicable
against public agencies in the State of California. The various opinions of counsel to be delivered with respect Certificate (and the amount of tax-exempt interest received with respect to the Certificates), and is not
to such documents,including the opinion of Special Counsel(the form of which is attached as Appendix C), deductible for federal income tax purposes. The basis reduction as a result of the amortization of Certificate
will be similarly qualified. premium may result in a Certificate Owner realizing a taxable gain when a Certificate is sold by the Owner for
an amount equal to or less(under certain circumstances)than the original cost of the Certificate to the Owner.
Future Initiatives Purchasers of the Certificates should consult their own tax advisors as to the treatment,computation and
collateral consequences of amortizable Certificate premium.
Articles XIIIB,XIIIC and XIIID were adopted as a measure that qualified for the ballot pursuant to
California's initiative process. From time to time other initiatives could be proposed and adopted affecting the The Internal Revenue Service(the"IRS")has initiated an expanded program for the auditing of tax-
District's revenues or ability to increase revenues. exempt bond issues,including both random and targeted audits. It is possible that the Certificates will be
selected for audit by the IRS. It is also possible that the market value of the Certificates might be affected as a
I THE CORPORATION result of such an audit of the Certificates(or by an audit of similar securities).
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The Truckee Donner Public Utility District Financing Corporation(the"Corporation")was organized Special Counsel's opinions may be affected by actions taken(or not taken)or events occurring(or not
on April 24,1986 pursuant to the Nonprofit Public Benefit Corporation Law of the State of California(Title 1, occurring)after the date hereof. Special Counsel has not undertaken to determine,or to inform any person,
Division 2,Part 2 of the California Corporations Code),solely for the purpose of providing financial assistance whether any such actions or events are taken or do occur. The Trust Agreement and the Tax Certificate permit
r to the District by acquiring,constructing and financing various public facilities,land and equipment,and the certain actions to be taken or to be omitted if a favorable opinion of Special Counsel is provided with respect
leasing of facilities,land and equipment for the use,benefit and enjoyment of the public. The five members of thereto. Special Counsel expresses no opinion as to the exclusion from gross income of interest(and original
the Board of Directors of the Corporation are selected by the Board of the District. Currently,the members of issue discount)for federal income tax purposes with respect to any Certificate if any such action is taken or
the Board of Directors of the Corporation are the same as the members of the Board of Directors of the omitted based upon the advice of counsel other than Stradling Yocca Carlson& Rauth, A Professional
District. Corporation. Although Special Counsel has rendered an opinion that the portion of the installment Payments
constituting interest(and original issue discount) is excluded from gross income for federal income tax
TAX EXEMPTION purposes provided that the District continues to comply with certain requirements of the Code,the ownership
of the Certificates and the accrual or receipt of interest(and original issue discount)with respect to the
In the opinion of Stradling Yocca Carlson & Rauth, a Professional Corporation, San Francisco, Certificates may otherwise affect the tax liability of certain persons. Special Counsel expresses no opinion
California,Special Counsel,under existing statutes,regulations,rulings and judicial decisions,the portion of regarding any such tax consequences. Accordingly,before purchasing any of the Certificates,all potential
each Installment Payment constituting interest is excluded from gross income for federal income tax purposes, purchasers should consult their tax advisors with respect to collateral tax consequences with respect to the
and is not an item of tax preference for purposes of calculating the federal alternative minimum tax imposed on Certificates.
individuals and corporations. In the further opinion of Special Counsel,the portion of each Installment
Payment constituting interest is exempt from State of California personal income tax. Special Counsel notes CERTAIN LEGAL MATTERS
that, with respect to corporations, the portion of each Installment Payment constituting interest may be
included as an adjustment in the calculation of alternative minimum taxable income which may affect the The validity of the Installment Purchase Agreement and certain other legal matters are subject to the
alternative minimum tax liability of such corporations. In addition,the difference between the issue price of a approval of Stradling Yocca Carlson&Rauth,A Professional Corporation,San Francisco,Califomia,acting as
Certificate(the first price at which a substantial amount of the Certificates of a maturity is to be sold to the Special Counsel. The form of such legal opinion is attached hereto as Appendix C and such legal opinion will
public)and the stated prepayment price at maturity with respect to a Certificate constitutes original issue be attached to each Certificate. Special Counsel undertakes no responsibility to any Certificate Owner for the
discount,and the amount of original issue discount that accrues to the owner of the Certificate is excluded accuracy,completeness or fairness of the Official Statement.
from the gross income of such owner for federal income tax purposes,is not an item of tax preference for
purposes of the federal alternative minimum tax imposed on individuals and corporations,and is exempt from Certain legal matters will be passed upon for the District and the Corporation by Porter Simon,
State of California personal income tax. Truckee,California,as General Counsel. Certain legal matters will be passed upon for the Underwriter by its
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APPENDIX A APPENDIX B
SUMMARY OF PRINCIPAL LEGAL DOCUMENTS AUDITED FINANCIAL STATEMENTS FOR FISCAL YEAR ENDING DECEMBER 31,2005
The following is a summary of certain provisions of the Installment Purchase Agreement and the Trust
Agreement which are not described elsewhere in this Official Statement. This summary does not purport to be
comprehensive and reference should be made to the respective agreement for a full and complete statement of
the provisions thereof. All capitalized terms not defined in the Official Statement have the meanings set forth
in the Installment Purchase Agreement or the Trust Agreement.
]TO COME FROM SPECIAL COUNSEL]
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respect to any Certificate if any such action is taken or omitted based upon the opinion or advice of counsel APPENDIX D
other than ourselves. Other than expressly stated herein, we express no other opinion regarding tax
consequences with respect to the Certificates. FINANCIAL GUARANTY INSURANCE POLICY
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The opinions expressed herein are based upon our analysis and interpretation of existing laws,
regulations,rulings and judicial decisions and cover certain matters not directly addressed by such authorities. [TO COME FROM INSURER]
We call attention to the fact that the rights and obligations under the Trust Agreement,the Agreement,and the
Certificates are subject to bankruptcy, insolvency,reorganization, moratorium, fraudulent conveyance and
similar laws affecting creditors' rights,to the application of equitable principles if equitable remedies are
sought,to the exercise of judicial discretion in appropriate cases and to limitations on legal remedies against
public agencies in the State of California.
Respectfully submitted,
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will be governed by arrangements among them,subject to any statutory or regulatory requirements as may be TO THE PREPAYMENT OF THE CERTIFICATES CALLED FOR PREPAYMENT OR OF ANY OTHER
in effect from time to time. Beneficial Owners of Certificates may wish to take certain steps to augment the ACTION PREMISED ON SUCH NOTICE.
transmission to them of notices of significant events with respect to the Certificates,such as redemptions,
tenders,defaults,and proposed amendments to the Certificate documents. For example,Beneficial Owners of
Certificates may wish to ascertain that the nominee holding the Certificates for their benefit has agreed to
obtain and transmit notices to Beneficial Owners. In the alternative,Beneficial Owners may wish to provide
r their names and addresses to the registrar and request that copies of notices be provided directly to them.
Prepayment notices shall be sent to DTC. If less than all of the Certificates within a maturity are
being prepaid,DTC's practice is to determine by lot the amount of the interest of each Direct Participant in
such maturity to be prepaid.
Neither DTC nor Cede&Co.(nor any other DTC nominee)will consent or vote with respect to
Certificates unless authorized by a Direct Participant in accordance with DTC's Procedures. Under its usual
procedures,DTC mails an Omnibus Proxy to the District as soon as possible after the record date. The
Omnibus Proxy assigns Cede& Co.'s consenting or voting rights to those Direct Participants to whose
accounts Certificates are credited on the record date(identified in a listing attached to the Omnibus Proxy).
Prepayment proceeds, distributions, and dividend payments on the Certificates will be made to
Cede&Co.,or such other nominee as may be requested by an authorized representative of DTC. DTC's
practice is to credit Direct Participants' accounts upon DTC's receipt of funds and corresponding detail
information from the District or the Trustee,on payment date in accordance with their respective holdings
shown on DTC's records. Payments by Participants to Beneficial Owners will be governed by standing
k instructions and customary practices,as is the case with securities held for the accounts of customers in bearer
form or registered in"street name;'and will be the responsibility of such Participant and not of DTC nor its
nominee,the Trustee,the District,subject to any statutory or regulatory requirements as may be in effect from
time to time. Payment of redemption proceeds,distributions,and dividend payments to Cede&Co.(or such
other nominee as may be requested by an authorized representative of DTC)is the responsibility of the
Trustee, disbursement of such payments to Direct Participants will be the responsibility of DTC, and
disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect
1 Participants.
A Beneficial Owner shall give notice to elect to have its Certificates purchased or tendered,through its
Participant,to the Trustee,and shall effect delivery of such Certificates by causing the Direct Participant to
transfer the Participant's interest in the Certificates,on DTC's records,to the Trustee. The requirement for
physical delivery of Certificates in connection with an optional tender or a mandatory purchase will be deemed
satisfied when the ownership rights in the Certificates are transferred by Direct Participants on DTC's records
and followed by a book-entry credit of tendered Certificates to the Trustee's DTC account.
DTC may discontinue providing its services as depository with respect to the Certificates at any time
by giving reasonable notice to the District or the Trustee. Under such circumstances,in the event that a
successor depository is not obtained,physical Certificates are required to be printed and delivered.
t The District may decide to discontinue use of the system of book-entry transfers through DTC(or a
f successor securities depository). In that event,physical Certificates will be printed and delivered.
The information in this section concerning DTC and DTC's book-entry system has been obtained
from sources that the District believes to be reliable,but the District takes no responsibility for the accuracy
thereof.
THE TRUSTEE, AS LONG AS A BOOK-ENTRY ONLY SYSTEM IS USED FOR THE
CERTIFICATES,WILL SEND ANY NOTICE OF PREPAYMENT OR OTHER NOTICES TO OWNERS
ONLY TO DTC. ANY FAILURE OF DTC TO ADVISE ANY DTC PARTICIPANT,OR OF ANY DTC
PARTICIPANT TO NOTIFY ANY BENEFICIAL OWNER,OF ANY NOTICE AND ITS CONTENT OR
EFFECT WILL NOT AFFECT THE VALIDITY OF SUFFICIENCY OF THE PROCEEDINGS RELATING
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CONTINUING DISCLOSURE CERTIFICATE "State"shall mean the State of California.
This Continuing Disclosure Certificate (the "Disclosure Certificate") is executed and "State Repository"shall mean any public or private repository or entity designated by the
delivered by the Truckee Donner Public Utility District (the "District") in connection with the State as a state repository for the purpose of the Rule and recognized as such by the Securities and
execution and delivery of$( ]Truckee Donner Public Utility District Refunding Revenue Exchange Commission. As of the date of this Disclosure Certificate,there is no State Repository.
Certificates of Participation,Series 2006(the"Certificates"). The Certificates are being executed
and delivered pursuant to a Trust Agreement, dated as of September 1, 2006 (the "Trust 3. Provision of Annual Reports.
Agreement"), by and among the District, the Truckee Donner Public Utility District Financing
Corporation(the"Corporation")and The Bank of New York Trust Company,N.A.,as trustee(the The District shall provide not later than 270 days following the end of its Fiscal Year
"Trustee"). The District covenants and agrees as follows: (commencing with the Fiscal Year 2006) to each Repository an Annual Report relating to the
immediately preceding Fiscal Year which is consistent with the requirements of Section 4 of this
1. Purpose of this Disclosure Certificate. This Disclosure Certificate is being executed Disclosure Certificate,which Annual Report may be submitted as a single document or as separate
and delivered by the District for the benefit of the Holders and Beneficial Owners of the Certificates documents comprising a package,and may cross-reference other information as provided in Section
and in order to assist the Participating Underwriter in complying with the Rule. 4 of this Disclosure Certificate.
2. Definitions. In addition to the definitions set forth in the Trust Agreement,which If the District is unable to provide to each Repository an Annual Report by the date required
apply to any capitalized term used in this Disclosure Certificate unless otherwise defined in this in subsection(a),the District shall send to each Repository a notice in substantially the form attached
Section,the following capitalized terms shall have the following meanings: hereto as Exhibit A.
"Annual Report"shall mean any Annual Report provided by the District pursuant to,and as 4. Content of Annual Reports. The Annual Report shall contain or incorporate by
described in,Sections 3 and 4 of this Disclosure Certificate. reference the following:
"Beneficial Owner"shall mean any person which(a)has the power,directly or indirectly,to (a) The audited financial statements of the District for the prior fiscal year,prepared in
vote or consent with respect to,or to dispose of ownership of,any Certificates(including persons accordance with generally accepted accounting principles as promulgated to apply to governmental
holding Certificates through nominees,depositories or other intermediaries),or(b)is treated as the entities from time to time by the Governmental Accounting Standards Board. If the District's
owner of any Certificates for federal income tax purposes. audited financial statements are not available by the time the Annual Report is required to be filed
pursuant to Section4(l),the Annual Report shall contain unaudited financing statements in a format
"Fiscal Year"shall mean the one-year period ending on the last day of December of each similar to the financial statements contained in the final Official Statement,and the audited financial
} year. statements shall be filed in the same manner as the Annual Report when they come available.
"Holder"means a registered owner of the Certificates. (b) Principal amount of the Certificates outstanding.
"Installment Purchase Agreement"shall mean that certain Installment Purchase Agreement (c) Balance in the Reserve Fund and a statement of the reserve requirement with respect
executed and entered into as of September 1,2006,by and between the District and the Corporation. thereto.
"Listed Events" shall mean any of the events listed in Section 5(a) of this Disclosure (d) An update of the information in the following tables under caption entitled"THE
Certificate. WATER SYSTEM OF THE DISTRICT"in the Official Statement:
"National Repository" shall mean any Nationally Recognized Municipal Securities (i) "TRUCKEE DONNER PUBLIC UTILITY DISTRICT— Historic Water
Information Repository for purposes of the Rule. The National Repositories currently approved by Production and Accounts"on page_of the Official Statement.
the Securities and Exchange Commission are included in a list which is maintained on the Internet at
http:lAvww.sec.gov/info/municipul/nnmir.htrn. (ii) "TRUCKEE DONNER PUBLIC UTILITY DISTRICT — Historic Sales
Revenues"on page_of the Official Statement.
"Participating Underwriter"shall mean any of the original underwriters of the Certificates
required to comply with the Rule in connection with offering of the Certificates. (iii) "TRUCKEE DONNER PUBLIC UTILITY DISTRICT—Largest Customers"
on page_of the Official Statement.
"Repository"shall mean each National Repository and each State Repository.
(iv) "TRUCKEE DONNER PUBLIC UTILITY DISTRICT—Historic Operating
"Rule"shall mean Rule 15c2-12 adopted by the Securities and Exchange Commission under Results of Debt Service Coverage"on page_of the Official Statement.
the Securities Exchange Act of 1934,as the same may be amended from time to time.
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EXHIBIT A
NOTICE TO REPOSITORIES OF FAILURE TO FILE ANNUAL REPORT
s Name of Obligor: TRUCKEE DONNER PUBLIC UTILITY DISTRICT
Name of Issue: REFUNDING REVENUE CERTIFICATES OF PARTICIPATION,
SERIES 2006
Date of Execution
and Delivery Octoberr_,2006
NOTICE IS HEREBY GIVEN that the District has not provided an Annual Report with respect to
the above-named Certificates as required by the Continuing Disclosure Certificate approved pursuant
to a Resolution adopted by the Board of Directors of the District on September 20, 2006. The
District anticipates that the Annual Report will be filed by
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Dated:
TRUCKEE DONNER PUBLIC UTILITY DISTRICT
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Stradling Yocca Carlson&Rauth
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INSTALLMENT PURCHASE AGREEMENT
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This INSTALLMENT PURCHASE AGREEMENT, made and entered into as of
September 1,2006 by and between TRUCKEE DONNER PUBLIC UTILITY DISTRICT,a public
utility district duly organized and existing under and by virtue of the laws of the State of California
(the "District"), and TRUCKEE DONNER PUBLIC UTILITY DISTRICT FINANCING
CORPORATION,a nonprofit public benefit corporation duly organized and existing under and by
virtue of the laws of the State of California(the"Corporation").
WITNESSETH:
WHEREAS, the District proposes to undertake the refinancing of certain equipment and
INSTALLMENT PURCHASE AGREEMENT facilities within the District Water System(the"1996 Project")and to finance certain equipment and
facilities within the District Water System(the"2006 Project")as more particularly described in
Exhibit B hereto(collectively,the"Project");
i by and between
WHEREAS, the District and the Corporation have previously entered into an Installment
Purchase Agreement,dated as of November 1, 1996(the"1996 Installment Purchase Agreement")
TRUCKEE DONNER PUBLIC UTILITY DISTRICT whereby the Corporation agreed to assist the District in refinancing the 1996 Project;
WHEREAS,the District is authorized by Division 7 of the Public Utility Code of the State of
and California,including but not limited to Section 16431,to acquire property for its Water System,and
by Article 11 of Chapter 3 of Part 1 of Division 2 of Title 5 of the Government Code of the State of
California to refinance the acquisition of property for its Water System;
F TRUCKEE DONNER PUBLIC UTILITY DISTRICT FINANCING CORPORATION
WHEREAS, the Corporation has agreed to assist the District to finance and refinance the
Dated as of September 1,2006 Project;
WHEREAS, the District and the Corporation have duly authorized the execution of this
Agreement;
relating to
$ WHEREAS,all acts,conditions and things required by law to exist,to have happened and to
TRUCKEE DONNER PUBLIC UTILITY DISTRICT have been performed precedent to and in connection with the execution and delivery of this
REFUNDING REVENUE CERTIFICATES OF PARTICIPATION Installment Purchase Agreement do exist,have happened and have been performed in regular and
(WATER SYSTEM IMPROVEMENT PROJECTS), due time,form and manner as required by law,and the parties hereto are now duly authorized to
SERIES 2006 execute and enter into this Installment Purchase Agreement;
NOW, THEREFORE, IN CONSIDERATION OF THESE PREMISES AND OF THE
MUTUAL AGREEMENTS AND COVENANTS CONTAINED HEREIN AND FOR OTHER
VALUABLE CONSIDERATION, THE PARTIES HERETO DO HEREBY AGREE AS
FOLLOWS:
ARTICLE I
' DEFINITIONS
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Section 1.1. Definitions. Unless the context otherwise requires,the terms defined in this
C section shall for all purposes hereof and of any amendment hereof or supplement hereto and of any
report or other document mentioned herein or therein have the meanings defined herein, the
DOCSSF/59523v6/022925-(X)17 DOCSSF/59523v6/02 2 92 5-00 1 7
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(4) those portions of the Contracts required to be made during such period,or the Donner Lake Water Assessment District Number 00-1
next succeeding period,in each case accruing during such period and computed as if such
Contract was deemed to accrue daily during such period in equal amounts(except to the The term "Donner Lake Water Assessment District Number 00-1" means the assessment
extent the interest evidenced and represented thereby is capitalized); district established by that name by the District.
but less the earnings to be derived from the investment of moneys on deposit in debt service reserve DWR Proposition 55 Loan
funds established for Bonds or Contracts;
The term"DWR Proposition 55 Loan"means the loan agreement,dated as of August 13,
provided that,as to any such Bonds or Contracts bearing or comprising interest at other than a fixed 1992(numbered E53311),by and between the State of California Department of Water Resources
rate,the rate of interest used to calculate Debt Service shall,for all purposes,be assumed to bear and the District,as such DWR Proposition 55 Loan may be amended or supplemented in accordance
interest at a fixed rate equal to the higher of: with its terms.
(i) the actual rate on the date of calculation,or if such Contract or Bond is not Event of Default
yet outstanding,the initial rate(if established and binding),and
The term"Event of Default"means an event described in Section 8.L
(ii) the highest average variable rate borne over a 3 month period of the preceding
f 12 months by outstanding variable rate debt issued by the District or,if no Fiscal Year
such variable rate debt is at the time outstanding,by variable rate debt of
which the interest rate is computed by reference to an index comparable to The term"Fiscal Year"means the period beginning on January 1 of each year and ending on
that to be utilized in determining the interest rate for the debt then proposed to the next succeeding December 31,or any other twelve-month period selected and designated as the
be issued; official Fiscal Year of the District.
x provided further that if any series or issue of such Bonds or Contracts have twenty-five percent Independent Certified Public Accountant
(25%)or more of the aggregate principal amount of such series or issue due in any one year,Debt The term "Independent Certified Public Accountant" means any firm of certified public
Service shall be determined for the period of determination as if the principal of and interest on such
series or issue of such Bonds or Contracts were being paid from the date of incurrence thereof in accountants appointed by the District, each of whom is independent of the District and the
r Corporation pursuant to the Statement on Auditing Standards No.1 of the American Institute of
substantially equal annual amounts over a period of twenty-five (25) years from the date of
calculation;and Certified Public Accountants.
provided further that,as to any such Bonds or Contracts or portions thereof bearing no interest but Independent Financial Consultant
which are sold at a discount and which discount accretes with respect to such Bonds or Contracts or The term"Independent Financial Consultant"means a financial consultant or firm of such
portions thereof,such accreted discount shall be treated as interest in the calculation of Debt Service; consultants appointed by the District,and who,or each of whom: (1)is in fact independent and not
and under domination of the District;(2)does not have any substantial interest,direct or indirect,with the
provided further that if the Bonds or Contracts constitute Paired Obligations,the interest rate on such District;and(3)is not connected with the District as an officer or employee thereof,but who may be
Bonds or Contracts shall be the resulting linked rate or the effective fixed interest rate to be paid by regularly retained to make reports thereto.
the District with respect to such Paired Obligations;and Installment Payment Date:Parity Installment Payment Date
provided further that the amount on deposit in a debt service reserve fund on any date of calculation The term"Installment Payment Date" means the fifth day prior to each Interest Payment
of Debt Service shall be deducted from the amount of principal due at the final maturity of the Bonds Date, or if said date is not a Business Day, then the preceding Business Day. The term"Parity
and Contracts for which such debt service reserve fund was established and to the extent the amount Installment Payment Date"means each date on which Parity Installment Payments are scheduled to
in such debt service reserve fund is in excess of such amount of principal, such excess shall be be paid by the District under and pursuant to any Contract.
applied to the full amount of principal due,in each preceding year,in descending order,until such
amount is exhausted. Installment Payments;Parity Installment Payments
District The term"Installment Payments"means the Installment Payments of interest and principal
The term"District"means Truckee Donner Public Utility District,a public utility district scheduled to be paid by the District under and pursuant hereto. The term "Parity Installment
duly organized and existing under and by virtue of the laws of the State of California. Payments"means the payments of interest and principal scheduled to be paid by the District under
and pursuant to the Contracts.
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Revenue Fund 2006 Project
The term"Revenue Fund"means the fund by that name established pursuant to Section 5.2 The term "2006 Project" means the additions, betterments, extensions and improvements
hereunder;provided,however,the Revenue Fund excludes any account into which ad valorem taxes described in Exhibit B hereto under the heading"2006 Project".
levied by the District are deposited.
Water Service
t Revenues
The term"Water Service"means the water distribution service made available or provided
The term"Revenues"means all income,rents,rates,fees,charges and other moneys derived by the Water System.
from the ownership or operation of the Water System,including,without limiting the generality of
the foregoing, Water System
(1) all income, rents, rates, fees, charges, business interruption insurance The term"Water System"means the whole and each and every part of the water system of
proceeds or other moneys derived by the District from the sale,furnishing and supplying of the District, including the portion thereof existing on the date hereof,and including all additions,
water or other services,facilities,and commodities sold,furnished or supplied through the betterments, extensions and improvements to such water system or any part thereof hereafter
facilities of or in the conduct or operation of the business of the Water System,plus acquired or constructed.
(2) the proceeds of any stand-by water availability charges,plus Written Consent of the Corporation or District,Written Order of the Corporation or District,Written
Request of the Corporation or District.Written Requisition of the Corporation or District
(3) the connection charges and facility fees or similar charges related to the
Water System,plus The terms "Written Consent of the Corporation or District," "Written Order of the
Corporation or District,""Written Request of the Corporation or District,"and"Written Requisition
(4) the earnings on and income derived from the investment of the amounts of the Corporation or District"mean,respectively,a written consent,order,request or requisition
described in clauses(1),(2)and(3)hereof and on Water System reserves and amounts on signed by or on behalf of(i)the Corporation by its Authorized Representative or(ii)the District by
deposit in the Rate Stabilization Fund, the President of its Board of Directors or the Manager of the District or by any two persons(whether
or not officers of the Board of Directors of the District)who are specifically authorized by resolution
but excluding in all cases customer deposits or any other deposits or advances subject to refund until of the District to sign or execute such a document on its behalf.
such deposits or advances have become the property of the District,revenues from Donner Lake
Water Assessment District Number 00-1,and any proceeds of taxes restricted by law to be used by ARTICLE II
the District to pay bonds hereafter issued.
REPRESENTATIONS AND WARRANTIES
"Revenues" shall also include all amounts transferred from the Rate Stabilization Fund to the
Revenue Fund during any Fiscal Year in accordance with Section 5.5 hereof and shall not include Section 2.1. Representations by the District. The District makes the following
any amounts transferred from the Revenue Fund to the Rate Stabilization Fund during any Fiscal representations:
Year in accordance with Section 5.2(c)hereof.
(a) The District is a public utility district duly organized and existing under and
Trust Agreement pursuant to the laws of the State of California.
The term"Trust Agreement"means the Trust Agreement,dated as of September 1,2006,by (b) The District has full legal right, power and authority to enter into this
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and between the District,the Corporation and the Trustee,relating to the Certificates,as originally Agreement and carry out its obligations hereunder, to carry out and consummate all other
executed and as it may from time to time be amended or supplemented in accordance with its terms. transactions contemplated by this Agreement,and the District has complied with the provisions of
the Law in all matters relating to such transactions.
Trustee
(c) By proper action,the District has duly authorized the execution,delivery and
The term "Trustee" means The Bank of New York Trust Company, N.A., acting in its due performance of this Agreement.
capacity as Trustee under and pursuant to the Trust Agreement,and its successors and assigns.
(d) The District will not take or,to the extent within its power,permit any action
to be taken which results in the interest paid for the installment purchase of the Project under the
terms of this Agreement being included in the gross income of the Certificate Owners or their assigns
for purposes of federal or State of California income taxation.
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Fund purposes(but less the amount of any such retention which amount shall be certified to the ARTICLE V
Administrative Services Manager/Treasurer of the District by the District)to the Trustee which shall
transfer such amounts first to the Reserve Fund until the amount therein equals the Reserve SECURITY
Requirement, and thereafter to the Certificate Payment Fund for prepayment of Certificates in
accordance with Section 4.1 of the Trust Agreement. Section 5.1. Pledge of Revenues. All Revenues and all amounts on deposit in the
Revenue Fund and the Rate Stabilization Fund are hereby irrevocably pledged to the payment of the
ARTICLE IV Installment Payments as provided herein;and the Revenues shall not be used for any other purpose
while any of the Installment Payments remain unpaid; provided that out of the Revenues and
INSTALLMENT PAYMENTS amounts on deposit in the Revenue Fund and the Rate Stabilization Fund there may be apportioned
such sums for such purposes as are expressly permitted herein. This pledge,together with the pledge
Section 4.1. Purchase Price. created by all other Contracts and Bonds, shall constitute a first lien on Revenues and,subject to
application of Revenues and all amounts on deposit therein as permitted herein,the Revenue Fund,
(a) The Purchase Price to be paid by the District hereunder to the Corporation is the Rate Stabilization Fund and other funds and accounts created hereunder for the payment of the
the sum of the principal amount of the District's obligations hereunder plus the interest to accrue on Installment Payments and all other Contracts and Bonds in accordance with the terms hereof and the
the unpaid balance of such principal amount from the effective date hereof over the term hereof, Trust Agreement.
subject to prepayment as provided in Article VII.
Section 5.2. Allocation of Revenues. In order to carry out and effectuate the pledge and
b) The principal amount of the payments to be made by the District hereunder is lien contained herein,the District agrees and covenants that all Revenues shall be received by the
set forth in Exhibit A hereto. District in trust hereunder and shall be deposited when and as received in a special fund designated as
the "Revenue Fund," which fund is hereby established and which fund the District agrees and
(c) The interest to accrue on the unpaid balance of such principal amount is as covenants to maintain and to hold separate and apart from other funds so long as any Contracts or
specified in Section 4.2 and Exhibit A hereto, and shall be paid by the District as and constitute Bonds remain unpaid. Moneys in the Revenue Fund shall be used and applied by the District as
interest paid on the principal amount of the District's obligations hereunder. provided in this Agreement.
` Section 4.2. Installment Payments. The District shall,subject to any rights of prepayment The District shall,from the moneys in the Revenue Fund,pay all Operation and Maintenance
provided in Article VII,pay the Corporation the Purchase Price in installment payments of interest Costs(including amounts reasonably required to be set aside in contingency reserves for Operation
and principal in the amounts and on the Installment Payment Dates as set forth in Exhibit A hereto; and Maintenance Costs,the payment of which is not then immediately required)as such Operation
provided,however,that the amount of Installment Payments payable on any Installment Payment and Maintenance Costs become due and payable. Thereafter all remaining moneys in the Revenue
Date shall be reduced by the amounts on deposit in the Certificate Payment Fund on such Installment Fund shall be applied by the District at the following times for the transfer to the following respective
Payment Date,if any. special funds in the following order of priority;and all moneys in each of such funds shall be held in
Each Installment Payment shall be paid to the Corporation in lawful money of the United trust and shall be applied,used and withdrawn only for the purposes set forth in this Section.
States of America. In the event the District fails to make any of the payments required to be made by (a) Installment Payments. Not later than each Installment Payment Date, the
it under this section,such payment shall continue as an obligation of the District until such amount District shall,from the moneys in the Revenue Fund,transfer to the Trustee the Installment Payment
shall have been fully paid;and the District agrees to pay the same with interest accruing thereon at due and payable on that Installment Payment Date. The District shall also,from the moneys in the
the rate or rates of interest then applicable to the remaining unpaid principal balance of the Revenue Fund,transfer to the applicable trustee for deposit in the respective payment fund,without
Installment Payments if paid in accordance with their terms. preference or priority, and in the event of any insufficiency of such moneys ratably without any
discrimination or preference,any other Debt Service in accordance with the provisions of any Bond
The obligation of the District to make the Installment Payments is absolute and or Contract.
unconditional,and until such time as the Purchase Price shall have been paid in full(or provision for
the payment thereof shall have been made pursuant to Article IX),the District will not discontinue or (b) Reserve Funds. On or before each Installment Payment Date the District
suspend any Installment Payments required to be made by it under this section when due,whether or shall,from the remaining moneys in the Revenue Fund,thereafter,without preference or priority and
not the Water System or any part thereof is operating or operable,or its use is suspended,interfered in the event of any insufficiency of such moneys ratably without any discrimination or preference,
I with,reduced or curtailed or terminated in whole or in part,and whether or not the 2006 Project has and to the Trustee for deposit in the Reserve Fund and to the applicable trustee for such other reserve
been completed,and such payments shall not be subject to reduction whether by offset or otherwise funds and/or accounts,if any,as may have been established in connection with Bonds or Contracts
and shall not be conditional upon the performance or nonperformance by any party of any agreement other than this Agreement,that sum,if any,necessary to restore the Reserve Fund to an amount equal
for any cause whatsoever. to the Reserve Requirement,provided,however,that the District may provide for the Reserve Fund
by means other than cash and Permitted Investments pursuant to Section 5.4 of the Trust Agreement.
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It is expressly understood and agreed by and among the parties to this Agreement that, property which would cause the Certificates to be"private activity bonds"within the meaning of
subject to Section 10.6 hereof,each of the agreements,conditions,covenants and terms contained in Section 141 of the Code.
this Agreement is an essential and material term of the purchase of and payment for the Project by
the District pursuant to,and in accordance with,and as authorized under the Law. (b) Arbitrage. The District and the Corporation will make no use of the proceeds
of the Certificates or of any other amounts or property,regardless of the source,or take or omit to
The District will faithfully observe and perform all the agreements,conditions,covenants and take any action which would cause the Certificates to be"arbitrage bonds"within the meaning of
terms required to be observed and performed by it pursuant to all outstanding Contracts and Bonds as Section 148 of the Code.
t such may from time to time be executed or issued,as the case may be.
(c) Federal Guarantee. The District and the Corporation will make no use of the
Section 6.2. Against Encumbrances. The District will not make any pledge of or place proceeds of the Certificates or take or omit to take any action that would cause the Certificates to be
any lien on Revenues or the moneys in the Revenue Fund or the Rate Stabilization Fund except as "federally guaranteed'within the meaning of Section 149(b)of the Code.
provided herein. The District may at any time,or from time to time,execute Contracts or issue
Bonds as permitted herein or incur evidences of indebtedness or incur other obligations for any (d) Information Reporting. The District and the Corporation will take or cause to
lawful purpose which are payable from and secured by a pledge of and lien on Revenues and on any be taken all necessary action to comply with the informational reporting requirements of
moneys in the Revenue Fund and the Rate Stabilization Fund as may from time to time be deposited Section 149(e)of the Code.
therein,provided that such pledge and lien shall be subordinate in all respects to the pledge of and
lien thereon provided herein. (e) Hedge Bonds. The District and the Corporation will make no use of the
proceeds of the Certificates or any other amounts or property,regardless of the source,or take any
Section 6.3. Against Sale or Other Disposition of Property. The District will not enter into action or refrain from taking any action that would cause the Certificates to be considered"hedge
t any agreement or lease which impairs the operation of the Water System or any part thereof bonds"within the meaning of Section 149(g) of the Code unless the District takes all necessary
necessary to secure adequate Revenues for the payment of the Installment Payments,or which would action to assure compliance with the requirements of Section 149(g)of the Code to maintain the
` otherwise impair the rights of the Corporation hereunder or the operation of the Water System. Any exclusion from gross income of interest on the Certificates for federal income tax purposes.
€ real or personal property which has become nonoperative or which is not needed for the efficient and
proper operation of the Water System,or any material or equipment which has become worn out, (f) Miscellaneous. The District and the Corporation will take no action,or omit
may be sold if such sale will not impair the ability of the District to pay the Installment Payments and to take any action, inconsistent with the expectations stated in any Tax Certificate executed with
if the proceeds of such sale are deposited in the Revenue Fund. respect to the Certificates and will comply with the covenants and requirements stated therein and
incorporated by reference herein.
Nothing herein shall restrict the ability of the District to sell any portion of the Water System
if such portion is immediately repurchased by the District and if such arrangement cannot by its This Section and the covenants set forth herein shall not be applicable to, and nothing
terms result in the purchaser of such portion of the Water System exercising any remedy which contained herein shall be deemed to prevent the District and the Corporation from executing and
would deprive the District of or otherwise interfere with its right to own and operate such portion of delivering Certificates,the interest with respect to which has been determined by Special Counsel to
the Water System. be subject to federal income taxation.
Section 6.4. Against Competitive Facilities. To the extent permitted by law,the District Section 6.6. Maintenance and Operation of the Water System. The District will maintain
covenants that it will not acquire,construct,maintain or operate and will not,to the extent permitted and preserve the Water System in good repair and working order at all times and will operate the
by law and within the scope of its powers,permit any other public or private agency,corporation, Water System in an efficient and economical manner and will pay all Operation and Maintenance
district or political subdivision or any person whomsoever to acquire,construct,maintain or operate Costs as they become due and payable.
within the District any water system competitive with the Water System.
Section 6.7. Payment of Claims. The District will pay and discharge any and all lawful
Section 6.5. Tax Covenants. Notwithstanding any other provision of this Agreement, claims for labor,materials or supplies which,if unpaid,might become a lien on the Revenues or the
absent an opinion of Special Counsel that the exclusion from gross income of interest with respect to funds or accounts created hereunder or on any funds in the hands of the District pledged to pay the
the Certificates will not be adversely affected for federal income tax purposes,the District and the Installment Payments or to the Owners prior or superior to the lien of the Installment Payments or
Corporation covenant to comply with all applicable requirements of the Code necessary to preserve which might impair the security of the Installment Payments.
I such exclusion from gross income and specifically covenants,without limiting the generality of the
foregoing,as follows: Section 6.8. Compliance with Contracts. The District will neither take nor omit to take
any action under any contract if the effect of such act or failure to act would in any manner impair or
(a) Private Activity. The District and the Corporation will not take or omit to adversely affect the ability of the District to pay Installment Payments;and the District will comply
take any action or make any use of the proceeds of the Certificates or of any other moneys or with,keep,observe and perform all agreements,conditions,covenants and terms,express or implied,
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District by reason of such eminent domain proceedings,(ii)a general description of the additions, ARTICLE VII
betterments, extensions or improvements to the Water System proposed to be acquired and
constructed by the District from such Net Proceeds,and(iii)an estimate of the additional annual Net PREPAYMENT OF INSTALLMENT PAYMENTS
Revenues to be derived from such additions,betterments,extensions or improvements,and(2)the
District,on the basis of such certificate filed with the Corporation and the Trustee,determines that Section 7.1. Prepayment.
the estimated additional annual Net Revenues will sufficiently offset the estimated loss of annual Net
Revenues resulting from such eminent domain proceedings so that the ability of the District to meet (a) The District may or shall,as the case may be,prepay from the Net Proceeds
its obligations hereunder will not be substantially impaired(which determination shall be final and as provided herein on any date,all or any part on any Installment Payment Date,of the principal
conclusive),then the District shall promptly proceed with the acquisition and construction of such amount of the unpaid Installment Payments at a prepayment price equal to the sum of the principal
additions,betterments,extensions or improvements substantially in accordance with such certificate amount prepaid plus accrued interest thereon to the date of prepayment.
and such Net Proceeds shall be applied for the payment of the costs of such acquisition and
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construction,and any balance of such Net Proceeds not required by the District for such purpose (b) The District may prepay the Installment Payments in the order as directed in a
shall be deposited in the Revenue Fund. Written Request of the District to the Trustee,and by lot within a maturity,as a whole or in part,on
any date on or after( ]from any available funds. The principal amount of the
(b) If the foregoing conditions are not met, then such Net Proceeds shall be unpaid Installment Payments is payable at a prepayment price equal to the principal amount of the
applied by the District in part to the prepayment of Installment Payments as provided in Article VII Installment Payments to be prepaid plus accrued interest thereon to the date of prepayment without
and in part to such other fund or account as may be appropriate and used for the retirement of Bonds premium.
and Contracts in the same proportion which the aggregate unpaid principal balance of Installment
Payments then bears to the aggregate unpaid principal amount of such Bonds and Contracts. Notwithstanding any such prepayment,the District shall not be relieved of its obligations
g hereunder,including its obligations under Article IV,until the Purchase Price shall have been fully
4 Section 6.16. Further Assurances. The District will adopt,deliver,execute and make any paid(or provision for payment thereof shall have been provided to the written satisfaction of the
I and all further assurances,instruments and resolutions as may be reasonably necessary or proper to Corporation).
carry out the intention or to facilitate the performance hereof and for the better assuring and
confirming unto the Corporation and the Bond Insurer of the rights and benefits provided to it herein. Section 7.2. Method of Prepayment. Before making any prepayment pursuant to
r Section 7.1(a),the District may,within five(5)days following the event permitting the exercise of
Section 6.17. Enforcement of Contracts. The District will not voluntarily consent to or_ such right to prepay or creating such obligation to prepay,give written notice to the Corporation and
permit any rescission of,nor will it consent to any amendment to or otherwise take any action under the Trustee describing such event and specifying the date on which the prepayment of the Certificates
k or in connection with any contracts previously or hereafter entered into if such rescission or will be paid which date shall be not less than thirty(30)days from the date such notice is given,
amendment would in any manner impair or adversely affect the ability of the District to pay unless such prepayment must occur on an Interest Payment Date,in which case such date shall be the
Installment Payments. next Interest Payment Date with respect to which notice of prepayment may be timely given pursuant
to the Trust Agreement.
Section 6.18. Continuing Disclosure. The District hereby covenants and agrees that it will
comply with and carry out all of the provisions of the Continuing Disclosure Certificate. ARTICLE VIII
Notwithstanding any other provision of this Agreement,failure of the District to comply with the
Continuing Disclosure Certificate shall not be considered an Event of Default;however,any Owner EVENTS OF DEFAULT AND REMEDIES OF THE CORPORATION
of Certificates or Beneficial Owner may take such actions as may be necessary and appropriate,
including seeking mandate or specific performance by court order,to cause the District to comply Section 8.1. Events of Default and Acceleration of Maturities. If one or more of the
with its obligations under this Section. For purposes of this Section,`Beneficial Owner"means any following Events of Default shall happen,that is to say--
person which('a)has the power,directly or indirectly,to vote or consent with respect to,or to dispose
of ownership of, any Certificates (including persons holding Certificates through nominees, (a) if default shall be made by the District in the due and punctual payment of
s any Installment Payment or any Contract or Bond when and as the same shall become due and
depositories or other intermediaries),or(b)is treated as the owner of any Certificates for federal
income tax purposes. payable;
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(b) if default shall be made by the District in the performance of any of the other
agreements or covenants required herein or in any Contract or Bond to be performed by it,and such
default shall have continued for a period of thirty(30)days after the District shall have been given
notice in writing of such default by the Corporation;
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Section 8.5. Remedies Not Exclusive. No remedy herein conferred upon or reserved to Trustee in trust for the payment of the Installment Payments and shall be applied by the Trustee to
the Corporation is intended to be exclusive of any other remedy,and each such remedy shall be the payment of the Installment Payments of the District.
cumulative and shall be in addition to every other remedy given hereunder or now or hereafter
existing in law or in equity or by statute or otherwise and may be exercised without exhausting and ARTICLE X
without regard to any other remedy conferred by the Law or any other law.
MISCELLANEOUS
If any action,proceeding or suit to enforce any right or exercise any remedy is discontinued
or abandoned,the Trustee,the Bond Insurer and Certificate Owners shall be restored to their former Section 10.1. Liability of District Limited to Revenues. Notwithstanding anything
positions. contained herein,the District shall not be required to advance any moneys derived from any source
of income other than the Revenues and the Revenue Fund for the payment of amounts due hereunder
ARTICLE 1X or for the performance of any agreements or covenants required to be performed by it contained
herein. The District may,however,advance moneys for any such purpose so long as such moneys
DISCHARGE OF OBLIGATIONS are derived from a source legally available for such purpose and may be legally used by the District
for such purpose.
Section 9.1. Discharge of Obligations.
The obligation of the District to make the Installment Payments is a special obligation of the
(a) When all or any portion of the Installment Payments shall have become due District payable solely from the Net Revenues,and does not constitute a debt of the District or of the
and payable in accordance herewith or a written notice of the District to prepay all or any portion of State of California or of any political subdivision thereof in contravention of any constitutional or
the Installment Payments shall have been filed with the Trustee;and statutory debt limitation or restriction.
(b) there shall have been deposited with the Trustee at or prior to the Installment Section 10.2. Benefits of Installment Purchase Agreement Limited to Parties. Nothing
Payment Dates or date(or dates)specified for prepayment,in trust for the benefit of the Corporation contained herein,expressed or implied,is intended to give to any person other than the District,the
or its assigns and irrevocably appropriated and set aside to the payment of all or any portion of the Bond Insurer or the Corporation any right, remedy or claim under or pursuant hereto, and any
Installment Payments, sufficient moneys and non-callable Permitted Investments, issued by the agreement or covenant required herein to be performed by or on behalf of the District or the
United States of America and described in clause(A)of the definition thereof,the principal of and Corporation shall be for the sole and exclusive benefit of the other party and the Bond Insurer.
interest on which when due will provide money sufficient to pay all principal,prepayment premium,
if any,and interest of such Installment Payments to their respective Installment Payment Dates or Section 10.3. Successor Is Deemed Included in all References to Predecessor. Whenever
prepayment date or dates as the case may be;and either the District or the Corporation is named or referred to herein,such reference shall be deemed
{ to include the successor to the powers,duties and functions that are presently vested in the District or
F (c) provision shall have been made for paying all fees and expenses of the the Corporation,and all agreements and covenants required hereby to be performed by or on behalf
Trustee,then and in that event,if an opinion of Bond Counsel acceptable to the Trustee is filed with of the District or the Corporation shall bind and inure to the benefit of the respective successors
the Trustee to the effect that the actions authorized by and taken pursuant to this Article IX shall not thereof whether so expressed or not.
adversely affect the exclusion from gross income for federal income tax purposes of the interest
portion of the Installment Payments,the right,title and interest of the Corporation herein and the Section 10.4. Waiver of Personal Liability. No director,officer or employee of the District
obligations of the District hereunder shall, with respect to all or such portion of the Installment shall be individually or personally liable for the payment of the Installment Payments,but nothing
Payments as have been so provided for,thereupon cease,terminate,become void and be completely contained herein shall relieve any director,officer or employee of the District from the performance
discharged and satisfied(except for the right of the Trustee and the obligation of the District to have of any official duty provided by any applicable provisions of law or hereby.
such moneys and such Permitted Investments applied to the payment of such Installment Payments).
Section 10.5. Article and Section Headings,Gender and References. The headings or titles
In such event,upon request of the District the Trustee shall cause an accounting for such of the several articles and sections hereof and the table of contents appended hereto shall be solely
period or periods as may be requested by the District to be prepared and filed with the District and for convenience of reference and shall not affect the meaning, construction or effect hereof, and
shall execute and deliver to the District all such instruments as may be necessary or desirable to words of any gender shall be deemed and construed to include all genders. All references herein to
evidence such total or partial discharge and satisfaction,as the case may be,and,in the event of a "Articles,""Sections"and other subdivisions or clauses are to the corresponding articles,sections,
total discharge and satisfaction, the Trustee shall pay over to the District, after payment of all subdivisions or clauses hereof;and the words"hereby","herein,""hereof,""hereto,"..herewith"and
amounts due the Trustee pursuant to the Trust Agreement, as an overpayment of Installment other words of similar import refer to this Agreement as a whole and not to any particular article,
Payments,all such moneys or such Permitted Investments held by it pursuant hereto other than such section,subdivision or clause hereof.
moneys and such Permitted Investments as are required for the payment or prepayment of the
Installment Payments, which moneys and Permitted Investments shall continue to be held by the Section 10.6. Partial Invalidity. If any one or more of the agreements or covenants or
portions thereof required hereby to be performed by or on the part of the District or the Corporation
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{{t
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The Trustee shall promptly upon execution and delivery of any amendment pursuant to this IN WITNESS WHEREOF,the parties hereto have executed and attested this Agreement by
Section send by first class mail a copy of such amendment to the Bond Insurer. their officers thereunto duly authorized as of the day and year first written above.
Section 10.15. Notice to Rating Agency. Copies of all amendments to this Agreement shall
s be mailed by first class mail to Standard&Poor's Ratings Services at least 15 days prior to the TRUCKEE DONNER PUBLIC UTILITY DISTRICT
E effective date of such amendment.
President
ATTEST
Clerk of the Board of the District
TRUCKEE DONNER PUBLIC UTILITY DISTRICT
FINANCING CORPORATION
t
President
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F
EXHIBIT C Exhibit A to EXHIBIT C
IFORM OF REQUISITION NO._FOR ACQUISITION FUND DISBURSEMENTS
DISBURSEMENT FROM ACQUISITION FUND]
$I ]
TRUCKEE DONNER PUBLIC UTILITY DISTRICT Item Purpose of
REFUNDING REVENUE CERTIFICATES OF PARTICIPATION Number Payee Name and Address Obli ag tion Amount
(WATER SYSTEM IMPROVEMENT PROJECTS),
SERIES 2006
The undersigned hereby states and certifies:
(i) that he is the duly appointed,qualified and acting General Manager of the Truckee
Donner Public Utility District,a California public utility district organized and existing under the
I laws of the State of California(the"District"),and as such,is familiar with the facts herein certified
and is authorized to certify the same;
(ii) that,pursuant to Section 3.6 of that certain Installment Purchase Agreement,dated as
of September 1,2006(the"Installment Purchase Agreement"),by and between the Truckee Donner
Public Utility District Public Financing Corporation and the District,the undersigned hereby requests
the Administrative Services Manager/Treasurer of the District to disburse this date the following
amounts from the Acquisition Fund established under the Installment Purchase Agreement,to the
payees designated on the attached Exhibit A to Exhibit C;
(iii) that each obligation mentioned herein has been incurred by the District and is a
proper charge against the Acquisition Fund;
t (iv) that any approval required under the California Environmental Quality Act, as
amended(Division 13 of the California Public Resources Code),prior to the expenditure of such
amount for the purpose set forth on the attached Exhibit A has been received and is final;
(v) that there has not been filed with or served upon the District notice of any lien,right
to lien or attachment upon,or claim affecting the right to receive payment of,any of the moneys
payable to any of the payees named on the attached Exhibit A,which has not been released or will
not be released simultaneously with the payment of such obligation,other than materialmen's or
mechanics'liens accruing by mere operation of law.
I
TRUCKEE DONNER PUBLIC UTILITY DISTRICT
is
1
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r General Manager
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)
TABLE OF CONTENTS
(continued)
Page
ARTICLE IX
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DISCHARGE OF OBLIGATIONS
Section 9.1. Discharge of Obligations.........................................................................................24
ARTICLE X
MISCELLANEOUS
Section 10.1. Liability of District Limited to Revenues................................................................25
Section 10.2. Benefits of Installment Purchase Agreement Limited to Parties.............................25
Section 10.3. Successor Is Deemed Included in all References to Predecessor............................25
I Section 10.4. Waiver of Personal Liability....................................................................................25
Section 10.5. Article and Section Headings,Gender and References...........................................25
Section 10.6. Partial Invalidity.......................................................................................................25
Section10.7. Assignment..............................................................................................................26
rSection 10.8. Net Contract.............................................................................................................26
Section 10.9. California Law.........................................................................................................26
Section10.10. Notices.....................................................................................................................26
Section10.11. Effective Date..........................................................................................................26
Section 10.12. Execution in Counterparts........................................................................................27
Section 10.13. Indemnification of Corporation...............................................................................27
Section 10.14. Amendments Permitted............................................................................................27
Section 10.15. Notice to Rating Agency..........................................................................................28
e
EXHIBIT A PURCHASE PRICE..................................................................................................A-I
EXHIBIT B DESCRIPTION OF THE PROJECT........................................................................B-1
EXHIBIT C FORM OF REQUISITION NO._FOR DISBURSEMENT FROM
ACQUISITION FUND.............................................................................................C-1
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TABLE OF CONTENTS TABLE OF CONTENTS
(continued)
Page Page
ARTICLE I ARTICLE VI
DEFINITIONS COVENANTS OF THE DISTRICT
Section 1.1. Definitions..................................................................................................................1 Section 6.1. Compliance with Installment Purchase Agreement and Ancillary
Agreements..............................................................................................................15
ARTICLE 11 Section 6.2. Against Encumbrances.............................................................................................16
Section 6.3. Against Sale or Other Disposition of Property........................................................16
REPRESENTATIONS AND WARRANTIES Section 6.4. Against Competitive Facilities.................................................................................16
Section6.5. Tax Covenants.........................................................................................................16
Section 2.1. Representations by the District..................................................................................9 Section 6.6. Maintenance and Operation of the Water System...................................................17
Section 2.2. Representations and Warranties by the Corporation................................................10 Section 6.7. Payment of Claims...................................................................................................17
Section 6.8. Compliance with Contracts......................................................................................17
ARTICLE III Section 6.9. Insurance..................................................................................................................18
Section 6.10. Accounting Records;Financial Statements and Other Reports...............................19
SALE AND PURCHASE OF THE PROJECT Section 6.11. Protection of Security and Rights of the Corporation..............................................19
Section 3.1. Sale and Purchase of the Project..............................................................................10 Section 6.12. Payment of Taxes and Compliance with Governmental Regulations......................19
6.13. Amount of Rates and Charges. ...............................................................................19
Section 3.2. Purchase and Sale of the Project..............................................................................10 Section 6.14. Collection of Rates and Charges..............................................................................19
Section 3.3. Title..........................................................................................................................10 Section 6.15. Eminent Domain Proceeds.......................................................................................19 Section 3.4. Acquisition and Construction of the Project............................................................11 Section 6.16. Further Assurances...................................................................................................20
Section 3.5. Changes to the 2006 Project.....................................................................................11 Section 6.17. Enforcement of Contracts ............................................................20
............................
Section .6. Acquisition Fund......................................................................................................11 Section 6.18. Continuing Disclosure...................................................... ...................................20
ARTICLE IV ARTICLE VII
INSTALLMENT PAYMENTS PREPAYMENT OF INSTALLMENT PAYMENTS
Section4.1. Purchase Price..........................................................................................................12 21
...................................................................................................
Section Section 7.1. Prepayment.Installment Payments...............................................................................................12 Section 7.2. Method of Prepayment............................................................... ..........................21
ARTICLE V ARTICLE VIII
SECURITY EVENTS OF DEFAULT AND REMEDIES OF THE CORPORATION
Section 5.1. Pledge of Revenues..................................................................................................13 Section 8.1. Events of Default and Acceleration of Maturities...................................................21
Section 5.2. Allocation of Revenues............................................................................................13 Section 8.2. Application of Funds Upon Acceleration................................................................22
Section 5.3. Additional Contracts and Bonds..............................................................................14 Section 8.3. Other Remedies of the Corporation.........................................................................23
Section 5.4. Investments..............................................................................................................15 Section 5.5. Rate Stabilization Fund............................................................................................15 Section 8.4. Non-Waiver..............................................................................................................23
Section 8.5. Remedies Not Exclusive 24
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►DOCSSF/59523v6n)229250)17 DOCSSF/59523v6A)22925-0017 ii
4
EXHIBIT A EXHIBIT B
PURCHASE PRICE DESCRIPTION OF THE PROJECT
1. The principal amount of payments to be made by the District hereunder is 1996 Project
$l 1•
The 1996 Project comprises the following described improvements to the Water System,a
2. The installment payments of principal and interest are payable in the amounts and on portion of which correspond to the portion of Truckee Donner Public Utility District Refunding
the Installment Payment Dates as follows: Certificates of Participation (Water System Improvement Projects), Series 1996 which are being
refinanced:
Amount Attributable to Amount Attributable to
Installment Payment Date Principal Interest Component Cost
Replacement of Water Pipeline in Tahoe Donner
and Sierra Meadows Subdivisions
Purchase of Telemetry System
Replacement of Donner Trails Storage Tank
Construction of Hirshdale Water Treatment Plant
Water Line and Pump Improvements
Pipe Lining and Future Access Improvements in
the Vicinity of Interstate 80
2006 PROJECT
The 2006 Project comprises the following described improvements to the Water System.
Component Cost
Brockway Transmission Pipeline Project $4,000,000
Pipeline Replacement Projects(2006-2010) 12,300,000
Donner Lake Acquisition and Construction Project 1,479,272
Generators for District Building and Pumping Facilities 180,000
SCADA System Replacement 400,000
$18.359.272
A-1 B-1
DOCSSF/59523v6A)22925-0017 DOCSSF/59523v6/022925-0017
shall be contrary to law,then such agreement or agreements,such covenant or covenants or such Section 10.12. Execution in Counterparts. This Agreement may be executed in several
portions thereof shall be null and void and shall be deemed separable from the remaining agreements counterparts,each of which shall be deemed an original,and all of which shall constitute but one and
and covenants or portions thereof and shall in no way affect the validity hereof. The District and the the same instrument.
Corporation hereby declare that they would have executed this Agreement,and each and every other
article, section,paragraph, subdivision,sentence,clause and phrase hereof irrespective of the fact Section 10.13. Indemnification of Corporation. The District hereby agrees to indemnify and
that any one or more articles,sections,paragraphs,subdivisions,sentences,clauses or phrases hereof hold harmless the Corporation if and to the extent permitted by law,from and against all claims,
or the application thereof to any person or circumstance may be held to be unconstitutional, advances,damages and losses,including legal fees and expenses,arising out of or in connection with
unenforceable or invalid. the acceptance or the performance of its duties hereunder and under the Trust Agreement;provided
that no indemnification will be made for willful misconduct,negligence or breach of an obligation
Section 10.7. Assignment. This Agreement and any rights hereunder may be assigned by hereunder or under the Trust Agreement by the Corporation.
the Corporation,as a whole or in part,without the necessity of obtaining the prior consent of the
District. Section 10.14. Amendments Permitted. This Agreement and the rights and obligations of
the Corporation,the District,the Owners of the Certificates and of the Trustee may be modified or
Section 10.8. Net Contract. This Agreement shall be deemed and construed to be a net amended at any time by an amendment hereto which shall become binding when the written consents
contract,and the District shall pay absolutely net during the term hereof the Installment Payments of the Owners of a majority in aggregate principal amount of the Certificates then Outstanding,
and all other payments required hereunder,free of any deductions and without abatement,diminution exclusive of Certificates disqualified as provided in the Trust Agreement,shall have been filed with
or set-off whatsoever. the Trustee and,so long as the Bond Insurance Policy is in full force and effect,with the prior written
consent of the Bond Insurer. No such modification or amendment shall (1)extend the stated
Section 10.9. California Law. THE INSTALLMENT PURCHASE AGREEMENT maturities of the Certificates,or reduce the rate of interest represented thereby,or change the method
SHALL BE CONSTRUED AND GOVERNED IN ACCORDANCE WITH THE LAWS OF THE of computing the rate of interest with respect thereto,or extend the time of payment of interest,or
STATE OF CALIFORNIA. reduce the amount of principal represented thereby, or reduce any premium payable on the
prepayment thereof,without the consent of the Owner of each Certificate so affected,or(2)reduce
Section 10.10. Notices. All written notices to be given hereunder shall be given by mail to the aforesaid percentage of Owners of Certificates whose consent is required for the execution of any
the party entitled thereto at its address set forth below,or at such other address as such party may amendment or modification of this Agreement without the consent of the Owners of all Certificates
provide to the other party in writing from time to time,namely: then Outstanding,or(3)modify any of the rights or obligations of the Trustee,the Corporation or the
Bond Insurer without its respective written consent thereto.
If to the District. Truckee Donner Public Utility District
P.O.Box 309 This Agreement and the rights and obligations of the Corporation,the District and of the
11570 Donner Pass Road Owners of the Certificates may also be modified or amended at any time by an amendment hereto
Truckee,CA 96160 which shall become binding upon adoption,without the consent of the Owners of any Certificates but
Attention: General Manager with the written consent of the Bond Insurer,but only to the extent permitted by law and only for any
If to the Corporation: Truckee Donner Public Utility District Financing Corporation one or more of the following purposes-
P.O.Box 309 (a) to add to the covenants and agreements of the Corporation or the District
11570 Donner Pass Road contained in this Agreement other covenants and agreements thereafter to be observed or to surrender
Truckee,CA 96160 any right or power herein reserved to or conferred upon the Corporation or the District,and which
Attention: President shall not adversely affect the interests of the Owners of the Certificates;
If to the Bond Insurer: (b) to cure, correct or supplement any ambiguous or defective provision
contained in this Agreement or in regard to questions arising under this Agreement, as the
Corporation or the District may deem necessary or desirable and which shall not adversely affect the
Attention: interests of the Owners of the Certificates;and
Section 10.11. Effective Date. This Agreement shall become effective upon its execution (c) to make such other amendments or modifications as may be in the best
and delivery,and shall terminate when the Purchase Price shall have been fully paid(or provision for interests of the Owners of the Certificates.
the payment thereof shall have been made to the written satisfaction of the Corporation).
No amendment without consent of the Owners of the Certificates may modify any of the
rights or obligations of the Trustee without its written consent thereto or the rights or obligations of
the Bond Insurer without its written consent thereto.
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(c) if the District shall file a petition or answer seeking arrangement or Second,to the payment of the Operation and Maintenance Costs;and
reorganization under the federal bankruptcy laws or any other applicable law of the United States of
America or any state therein,or if a court of competent jurisdiction shall approve a petition filed with Third,to the payment of the entire principal amount of the unpaid Installment Payments and
or without the consent of the District seeking arrangement or reorganization under the federal the unpaid principal amount of all Bonds and Contracts and the accrued interest thereon,with
bankruptcy laws or any other applicable law of the United States of America or any state therein,or interest on the overdue installments at the rate or rates of interest applicable to the unpaid
if under the provisions of any other law for the relief or aid of debtors any court of competent Installment Payments and such Bonds and Contracts if paid in accordance with their
jurisdiction shall assume custody or control of the District or of the whole or any substantial part of respective terms.
its property;or
Section 8.3. Other Remedies of the Corporation. The Corporation shall have the right
(d) if payment of the principal of any Contract or Bond is accelerated in with the written consent of the Bond Insurer so long as the Bond Insurance Policy is in full force and
accordance with its terms; effect and shall at the direction of the Bond Insurer so long as the Bond Insurance Policy is in full
force and effect:
then and in each and every such case during the continuance of such Event of Default specified in
clauses(c)and(d)above,the Corporation shall,with the written consent of the Bond Insurer so long (a) by mandamus or other action or proceeding or suit at law or in equity to
as the Bond Insurance Policy is in full force and effect,and for any other such Event of Default the enforce its rights against the District or any director,officer or employee thereof,and to compel the
Corporation may,with the written consent of the Bond Insurer so long as the Bond Insurance Policy District or any such director,officer or employee to perform and carry out its or his duties under the
is in full force and effect,and in each and every such case the Corporation,at the written direction of Law and the agreements and covenants required to be performed by it or him contained herein;
the Bond Insurer so long as the Bond Insurance Policy is in full force and effect by notice in writing
to the District,shall declare the entire principal amount of the unpaid Installment Payments and the (b) by suit in equity to enjoin any acts or things which are unlawful or violate the
accrued interest thereon to be due and payable immediately,and upon any such declaration the same rights of the Corporation;or
shall become immediately due and payable, anything contained herein to the contrary
notwithstanding. This subsection however,is subject to the condition that if at any time after the (c) by suit in equity upon the happening of an Event of Default to require the
entire principal amount of the unpaid Installment Payments and the accrued interest thereon shall District and its directors,officers and employees to account as the trustee of an express trust.
have been so declared due and payable and before any judgment or decree for the payment of the
moneys due shall have been obtained or entered the District shall deposit with the Corporation a sum Notwithstanding anything contained herein, neither the Corporation nor the Bond Insurer
sufficient to pay the unpaid principal amount of the Installment Payments and/or the unpaid payment shall have a security interest in or mortgage on the Project,the Water System or other assets of the
of any other Contract or Bond referred to in clause(a)above due prior to such declaration and the District,and no default hereunder shall result in the loss of the Project,the Water System or other
accrued interest thereon,with interest on such overdue installments,at the rate or rates applicable to assets of the District.
the remaining unpaid principal balance of the Installment Payments or such Contract or Bond if paid Section 8.4. Non-Waiver. Nothing in this article or in any other provision hereof shall
in accordance with their terms,and the reasonable expenses of the Corporation,and any and all other
defaults known to the Corporation(other than in the payment of the entire principal amount of the affect or impair the obligation of the District, which is absolute and unconditional, to pay the
unpaid Installment Payments and the accrued interest thereon due and payable solely by reason of Installment Payments to the Corporation at the respective due dates or upon prepayment from the Net
such declaration)shall have been made good or cured to the satisfaction of the Corporation and the Revenues,the Revenue Fund and the other funds herein pledged for such payment,or shall affect or
Bond Insurer or provision deemed by the Corporation and the Bond Insurer to be adequate shall have impair the right of the Corporation, which is also absolute and unconditional, to institute suit to
been made therefor,then and in every such case the Corporation and the Bond Insurer,by written enforce such payment by virtue of the contract embodied herein.
notice to the District,may rescind and annul such declaration and its consequences; but no such A waiver of any default or breach of duty or contract by the Corporation shall not affect any
rescission and annulment shall extend to or shall affect any subsequent default or shall impair or subsequent default or breach of duty or contract or impair any rights or remedies on any such
exhaust any right or power consequent thereon. subsequent default or breach of duty or contract. No delay or omission by the Corporation to
Section 8.2. Application of Funds Upon Acceleration. Upon the date of the declaration of exercise any right or remedy accruing upon any default or breach of duty or contract shall impair any
acceleration as provided in Section 8.1,all Revenues thereafter received and all amounts in the Rate such right or remedy or shall be construed to be a waiver of any such default or breach of duty or
Stabilization Fund shall be applied in the following order- contract or an acquiescence therein,and every right or remedy conferred upon the Corporation by the
Law or by this article may be enforced and exercised from time to time and as often as shall be
First,to the payment,without preference or priority,and in the event of any insufficiency of deemed expedient by the Corporation.
such Revenues ratably without any discrimination or preference, of the fees, costs and If an action,proceeding or suit to enforce an right or exercise an remedy expenses of the Corporation and Trustee,if any,including reasonable compensation to its Y P g Yy y is discontinued
or abandoned,the District,the Bond Insurer and the Corporation shall be restored to their former accountants and counsel and amounts payable to the Bond Insurer pursuant to Section 5.7 of
the Trust Agreement; positions,rights and remedies as if such action,proceeding or suit had not been brought or taken.
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required to be performed by it contained in all other contracts affecting or involving the Water Section 6.10. Accounting Records;Financial Statements and Other Reports.
System,to the extent that the District is a party thereto.
(a) The District will keep appropriate accounting records in which complete and
Section 6.9. Insurance. correct entries shall be made of all transactions relating to the District, which records shall be
available for inspection by the Corporation,the Bond Insurer and the Trustee at reasonable hours and
(a) The District will procure and maintain or cause to be procured and under reasonable conditions.
maintained insurance on the Water System with responsible insurers in such amounts and against
such risks (including damage to or destruction of the Water System) as are usually covered in (b) The District will prepare and file with the Corporation,the Bond Insurer and
connection with a water system similar to the Water System so long as such insurance is available the Trustee annually within one hundred eighty (180) days after the close of each Fiscal Year
from reputable insurance companies on commercially reasonable terms. (commencing with the Fiscal Year ending December 31,2006)financial statements of the District for
the preceding Fiscal Year prepared in accordance with generally accepted accounting principles,
In the event of any damage to or destruction of the Water System caused by the perils together with an Accountant's Report thereon.
covered by such insurance,the Net Proceeds thereof shall be applied to the reconstruction,repair or
replacement of the damaged or destroyed portion of the Water System. The District shall begin such Section 6.11. Protection of Security and Rights of the Comoration. The District will
reconstruction,repair or replacement promptly after such damage or destruction shall occur,and shall preserve and protect the security hereof and the rights of the Corporation to the Installment Payments
continue and properly complete such reconstruction, repair or replacement as expeditiously as hereunder and will warrant and defend such rights against all claims and demands of all persons.
possible,and shall pay out of such Net Proceeds all costs and expenses in connection with such
reconstruction,repair or replacement so that the same shall be completed and the Water System shall Section 6.12. Payment of Taxes and Compliance with Governmental Regulations. The
be free and clear of all claims and liens. District will pay and discharge all taxes,assessments and other governmental charges which may
hereafter be lawfully imposed upon the Water System,or any part thereof or upon the Revenues
If such Net Proceeds exceed the costs of such reconstruction,repair or replacement when the same shall become due. The District will duly observe and conform with all valid
portion of the Water System,and/or the cost of the construction of additions,betterments,extensions regulations and requirements of any governmental authority relative to the operation of the Water
or improvements to the Water System, then the excess Net Proceeds may, at the option of the System,or any part thereof,but the District shall not be required to comply with any regulations or
District,be applied in pan to the prepayment of Installment Payments as provided in Article VII and requirements so long as the validity or application thereof shall be contested in good faith.
in part to such other fund or account as may be appropriate and used for the retirement of Bonds and
Contracts in the same proportion which the aggregate unpaid principal balance of Installment Section 6.13. Amount of Rates and Charges.
Payments then bears to the aggregate unpaid principal amount of such Bonds and Contracts. If such
Net Proceeds are sufficient to enable the District to retire the entire obligation evidenced hereby prior (a) To the fullest extent permitted by law, the District shall fix, prescribe and
to the final due date of the Installment Payments as well as the entire obligations evidenced by Bonds collect rates and charges for the Water Service provided by the Water System which will be at least
and Contracts then remaining unpaid prior to their final respective due dates,the District may elect sufficient to yield during each Fiscal Year Net Revenues(not including amounts transferred from the
not to reconstruct,repair or replace the damaged or destroyed portion of the Water System,and/or Rate Stabilization Fund pursuant to Section 5.5 hereof in excess of twenty five percent(25%)of Debt
not to constrict other additions,betterments,extensions or improvements to the Water System;and Service for such Fiscal Year)equal to one hundred twenty—five percent(125%)of Debt Service for
thereupon such Net Proceeds shall be applied to the prepayment of Installment Payments as provided such Fiscal Year allocable to the Water System.
in Article VII and to the retirement of such Bonds and Contracts.
(b) The District may make adjustments from time to time in such rates and
(b) The District will procure and maintain such other insurance as it shall deem charges and may make such classification thereof as it deems necessary,but shall not reduce the rates
advisable or necessary to protect its interests and the interests of the Corporation,which insurance and charges then in effect unless the Net Revenues from such reduced rates and charges will at all
shall afford protection in such amounts and against such risks as are usually covered in connection times be sufficient to meet the requirements of this section.
with a water system similar to the Water System.
Section 6.14. Collection of Rates and Charges. The District will have in effect at all times
(c) Any insurance required to be maintained by paragraph(a)above and,if the by-laws,rules and regulations requiring each customer to pay the rates and charges applicable to the
District determines to procure and maintain insurance pursuant to paragraph (b) above, such Water Service and providing for the billing thereof and for a due date and a delinquency date for
insurance, may be maintained under a self-insurance program so long as such self-insurance is each bill.
maintained in the amounts and manner usually maintained in connection with a water system similar
to the Water System and is,in the opinion of an accredited actuary,actuarially sound. Section 6.15. Eminent Domain Proceeds. If all or any part of the Water System shall be
taken by eminent domain proceedings,the Net Proceeds thereof shall be applied as follows:
(a) If(1)the District files with the Corporation and the Trustee a certificate
showing (i)the estimated loss of annual Net Revenues, if any, suffered or to be suffered by the
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(c) SuEplus. Moneys on deposit in the Revenue Fund on each Installment Years,assuming that all such Contracts and Bonds have maturities,interest rates and proportionate
Payment Date not necessary to make any of the payments required above may be expended by the principal repayment provisions similar to the Contract last executed or then being executed or the
District at any time for any purpose permitted by law,including but not limited to deposits to the Bonds last issued or then being issued for the purpose of acquiring and constructing any of such
Rate Stabilization Fund. uncompleted Parity Projects;and
Section 5.3. Additional Contracts and Bonds. The District may at any time execute any Notwithstanding the foregoing, Bonds or Contracts may be issued or incurred to refund
Contract or issue any Bonds,as the case may be,in accordance herewith;provided: outstanding Bonds or Contracts if,after giving effect to the application of the proceeds thereof,total
Debt Service will not be increased in any Fiscal Year in which Bonds or Contracts(outstanding on
(a) The Net Revenues (not including amounts transferred from the Rate the date of issuance or incurrence of such refunding Bonds or Contracts, but excluding such
Stabilization Fund pursuant to Section 5.5 hereof to the Revenue Fund in excess of twenty five refunding Bonds or Contracts)not being refunded are outstanding.
percent (25%) of Debt Service for such Fiscal Year) for the most recent audited Fiscal Year
preceding the date of adoption by the Board of Directors of the District of the resolution authorizing Section 5.4. Investments. All moneys held by the District in the Revenue Fund and Rate
the issuance of such Bonds or the date of the execution of such Contract,as the case may be,as Stabilization Fund shall be invested in Permitted Investments and the investment earnings thereon
evidenced by both a calculation prepared by the District and a special report prepared by an shall remain on deposit in such fund,except as otherwise provided herein.
Independent Certified Public Accountant or an Independent Financial Consultant on such calculation
on file with the District,shall have produced a sum equal to at least one hundred twenty—five percent Section 5.5. Rate Stabilization Fund. There is hereby established with the District a
(125%)of the Debt Service for such Fiscal Year;and special fund designated as the"Rate Stabilization Fund"to be held by the District in trust hereunder,
which fund the District agrees and covenants to maintain and to hold separate and apart from other
(b) The Net Revenues (not including amounts transferred from the Rate funds so long as any Contracts or Bonds remain unpaid. The initial deposit to the Rate Stabilization
Stabilization Fund pursuant to Section 5.5 hereof to the Revenue Fund in excess of twenty five Fund is$0. Money transferred by the District from the Revenue Fund to the Rate Stabilization Fund
percent (25%) of Debt Service for such Fiscal Year) for the most recent audited Fiscal Year in accordance with Section 5.2(c),if any,shall be held in the Rate Stabilization Fund and applied in
preceding the date of the execution of such Contract or the date of adoption by the Board of Directors accordance with this Agreement.
of the District of the resolution authorizing the issuance of such Bonds,as the case may be,including
adjustments to give effect as of the first day of such Fiscal Year to increases or decreases in rates and The District may withdraw all or any portion of the amounts on deposit in the Rate
charges for the Water Service approved and in effect as of the date of calculation,as evidenced by a Stabilization Fund and transfer such amounts to the Revenue Fund for application in accordance with
calculation prepared by the District,shall have produced a sum equal to at least one hundred twenty— Section 5.2 hereof or,in the event that all or a portion of the Installment Payments are discharged in
five percent(125%)of(x)the Debt Service for such Fiscal Year plus(y)the Debt Service which accordance with Section 9.1(b) or (c) hereof, transfer all or any portion of such amounts for
would have accrued on any Contracts executed or Bonds issued since the end of such Fiscal Year application in accordance with said Section.
assuming such Contracts had been executed or Bonds had been issued at the beginning of such Fiscal
Year,plus(z)the Debt Service which would have accrued on the Contract to be executed on Bond to ARTICLE VI
be issued had such Contract been executed or Bonds been issued at the beginning of such Fiscal
Year;and COVENANTS OF THE DISTRICT
(c) The estimated Net Revenues (not including amounts transferred from the Section 6.1. Compliance with Installment Purchase Agreement and AncillaryAgreements.
Rate Stabilization Fund pursuant to Section 5.5 hereof to the Revenue Fund in excess of twenty five The District will punctually pay the Installment Payments in strict conformity with the terms hereof,
percent(25%)of Debt Service for such Fiscal Year)for the then current Fiscal Year and for each and will faithfully observe and perform all the agreements, conditions, covenants and terms
Fiscal Year thereafter to and including the first complete Fiscal Year after the latest Date of contained herein required to be observed and performed by it,and will not terminate this Agreement
Operation of any uncompleted Parity Project,as evidenced by a certificate of the General Manager of for any cause including,without limiting the generality of the foregoing,any acts or circumstances
the District on file with the District, including(after giving effect to the completion of all such that may constitute failure of consideration, destruction of or damage to the Project,commercial
uncompleted Parity Projects) an allowance for estimated Net Revenues (not including amounts frustration of purpose,any change in the tax or other laws of the United States of America or of the
transferred from the Rate Stabilization Fund pursuant to Section 5.5 hereof to the Revenue Fund in State of California or any political subdivision of either or any failure of the Corporation to observe
excess of twenty five percent(25%)of Debt Service for such Fiscal Year)for each of such Fiscal or perform any agreement,condition,covenant or tetra contained herein required to be observed and
Years arising from any increase in the income,rents,fees,rates and charges estimated to be fixed, performed by it, whether express or implied,or any duty, liability or obligation arising out of or
prescribed or received for the Water Service and which are economically feasible and reasonably connected herewith or the insolvency, or deemed insolvency, or bankruptcy or liquidation of the
considered necessary based on projected operations for such period,as evidenced by a certificate of Corporation or any force majeure,including acts of God,tempest,storm,earthquake,war,rebellion,
the General Manager on file with the District, shall produce a sum equal to at least one hundred riot,civil disorder,acts of public enemies,blockade or embargo, strikes, industrial disputes, lock
twenty—five percent(125%)of the estimated Debt Service for each of such Fiscal Years,after giving outs, lack of transportation facilities, fire, explosion, or acts or regulations of governmental
effect to the execution of all Contracts and the issuance of all Bonds estimated to be required to be authorities.
executed or issued to pay the costs of completing all uncompleted Parity Projects within such Fiscal
DOCSSF/59523v6/022925-M17 14 DOCSSF/59523v6/022925-0017 15
(e) The District has determined that it is necessary and proper for District uses Section 3.4. Acquisition and Construction of the Project. The Corporation hereby agrees
and purposes within the terms of the Law that the District finance and refinance the acquisition of the to cause the 2006 Project,and any additions or modifications thereto to be constructed,acquired or
Project. installed by the District as its agent,and the District shall enter into contracts and provide for,as
agent of the Corporation,the complete construction,acquisition and installation of the 2006 Project.
Section 2.2. Representations and Warranties by the Corporation. The Corporation makes The District hereby agrees that the District will cause the construction,acquisition and installation of
the following representations and warranties: the 2006 Project to be diligently performed after the deposit of funds with the Trustee pursuant to
Section 3.2 of the Trust Agreement,upon satisfactory completion of design work and compliance
(a) The Corporation is a nonprofit public benefit corporation duly organized and with CEQA and approval by the Board of Directors of the District,unforeseeable delays beyond the
in good standing under the laws of the State of California,has full legal right,power and authority to reasonable control of the District only excepted. It is hereby expressly understood and agreed that
enter into this Agreement and to carry out and consummate all transactions contemplated by this the Corporation shall be under no liability of any kind or character whatsoever for the payment of
Agreement and by proper action has duly authorized the execution and delivery and due performance any cost of the 2006 Project and that all such costs and expenses shall be paid by the District,
of this Agreement. regardless of whether the funds deposited in the Acquisition Fund are sufficient to cover all such
(b) The execution and delivery of this Agreement and the consummation of the costs and expenses.
transactions herein contemplated will not violate any provision of law,any order of any court or Section 3.5. Changes to the 2006 Project. The District may add other improvements to or
other agency of government,or any indenture,material agreement or other instrument to which the substitute other improvements for those listed as components of the 2006 Project in Exhibit B hereto,
Corporation is now a party or by which it or any of its properties or assets is bound,or be in conflict but only if the District first files with the Corporation and the Trustee a statement of the District:
with,result in a breach of or constitute a default(with due notice or the passage of time or both)
under any such indenture,agreement or other instrument,or result in the creation or imposition of (a) identifying the improvements to be deleted from such Exhibit,if any,and the
any prohibited lien,charge or encumbrance of any nature whatsoever upon any of the properties or improvements to added or replaced,if any;and
assets of the Corporation.
(b) stating that the estimated costs of construction,acquisition and installation of
(c) The Corporation will not take or permit any action to be taken which results the added or substituted improvements will not cause the cost of the uncompleted portion of the 2006
in interest paid for the installment purchase of the Project under the terms of this Agreement being Project to exceed the amount available therefore in the Acquisition Fund.
included in the gross income of the Certificate Owners or their assigns for purposes of federal or
State of California income taxation. Section 3.6. Acquisition Fund. There is hereby established with the Trustee the
Acquisition Fund.The moneys in the Acquisition Fund shall be held by the District in trust and shall
ARTICLE III be applied to the payment of the costs of acquisition and construction of the 2006 Project,and of
expenses incidental thereto, including Delivery Costs. Before any payment is made from the
SALE AND PURCHASE OF THE PROJECT Acquisition Fund by the Administrative Services Manager/Treasurer of the District, the Manager
shall cause to be filed with the Administrative Services Manager/Treasurer of the District a Written
Section 3.1. Sale and Purchase of the Project. In consideration for the Corporation's Requisition of the District in the form set forth in Exhibit C hereto.
assistance in refinancing the 1996 Project, the District agrees to sell, and hereby sells, to the
Corporation,and the Corporation agrees to purchase and hereby purchases, from the District,the Upon receipt of each such Written Requisition the Administrative Services
1996 Project at the purchase price specified in Section 4.01 hereof and otherwise in the manner and Manager/Treasurer of the District will pay the amount set forth in such Written Requisition as
in accordance with the provisions of this Agreement. directed by the terms thereof. The Administrative Services Manager/Treasurer of the District need
not make any such payment if it has received notice of any lien,right to lien or attachment upon,or
Section 3.2. Purchase and Sale of the Proiect. In consideration for the Installment claim affecting the right to receive payment of,any of the moneys to be so paid,which has not been
Payments as set forth in Section 4.2,the Corporation agrees to sell,and hereby sells,to the District, released or will not be released simultaneously with such payment.
and the District agrees to purchase,and hereby purchases,from the Corporation,the Project at the
purchase price specified in Section 4.1 hereof and otherwise in the manner and in accordance with When the 2006 Project shall have been constructed and acquired in accordance with the
the provisions of this Agreement. Installment Purchase Agreement, a statement of the District stating the fact and date of such
acquisition, construction and acceptance and stating that all of such costs of acquisition and
Section 3.3. Title. All right,title and interest in each component of the 1996 Project shall incidental expenses have been determined and paid(or that all of such costs and expenses have been
vest in the District immediately upon execution and delivery of this Agreement. All right,title and paid less specified claims which are subject to dispute and for which a retention in the Acquisition
interest in each component of the 2006 Project shall vest in the District immediately upon acquisition Fund is to be maintained in the full amount of such claims until such dispute is resolved),shall be
thereof. Such vesting shall occur without further action by the Corporation or the District and the delivered to the Administrative Services Manager/Treasurer of the District and the Trustee by the
Corporation shall, if requested by the District or, if necessary to assure such automatic vesting, District. Upon the receipt of such statement,the Administrative Services Manager/Treasurer of the
deliver any and all documents required to assume such vesting. District shall transfer any remaining balance in the Acquisition hund not needed for Acquisition
DOCSSF/59523v6A)22925-0017 10 DOCSSF/59523v6/0 2 2 92 5-00 1 7 I 1
I
i
E
Installment Purchase Agreement accounting principles,including(among other things)the reasonable expenses of management and
repair and other expenses necessary to maintain and preserve the Water System in good repair and
The term "Installment Purchase Agreement" means the Installment Purchase Agreement, working order, and including administrative costs of the District that are charged directly or
dated as of September 1, 2006, by and between the District and the Corporation, as originally apportioned to the Water System, including but not limited to salaries and wages of employees,
executed and as it may from time to time be amended or supplemented in accordance therewith, payments to the Public Employees Retirement System,overhead,insurance,taxes(if any),fees of
auditors,accountants,attorneys,consultants or engineers and insurance premiums,and including all
19%Installment Purchase Agreement other reasonable and necessary costs of the District or charges(other than Debt Service)required to
be paid by it to comply with the terms of this Agreement or any other Contract or of any resolution or
The term "1996 Installment Purchase Agreement" means the Installment Purchase indenture authorizing the issuance of any Bonds or of such Bonds and (ii)all costs of water
Agreement, dated as of November 1, 1996,by and between the District and the Corporation, as purchased or otherwise acquired for delivery by the Water System(including any interim or renewed
originally executed and as it may from time to time be amended or supplemented in accordance arrangement therefor),but excluding in all cases depreciation,replacement and obsolescence charges
therewith. or reserves therefor and amortization of intangibles or other bookkeeping entries of a similar nature.
19%Project Paired Obligations
The term "1996 Project" means the additions, betterments, extensions and improvements The term"Paired Obligations"means any Bond or Contract(or portion thereof)designated as
described in Exhibit B hereto under the heading"1996 Project". Paired Obligations in the resolution, indenture or other document authorizing the issuance or
Interest Payment Date execution and delivery thereof, which are simultaneously issued or executed and delivered(i)the
principal of which is of equal amount maturing and to be redeemed or prepaid(or cancelled after
The term "Interest Payment Date" means May 15 and November 15 of each year, acquisition thereof)on the same dates and in the same amounts,and(ii)the interest rates which,
commencing May 15,2007. taken together,result in an irrevocably fixed interest rate obligation of the District for the term of
such Bond or Contract.
Law
Participating Underwriter
The term "Law" means the Public Utility District Act of the State of California (being The term "Participating Underwriter" shall have the meaning ascribed thereto in the
Division 7 of the Public Utilities Code of the State of California, as amended)and Article 11 of Continuing Disclosure Certificate.
Chapter 3 of Part 1 of Division 2 of Title 5 of the Government Code of the State of California,and all
laws amendatory thereof or supplemental thereto. Project;Parity Project
Manager The term"Project"means the 1996 Project and the 2006 Project. The term"Parity Project"
The Term "Manager" means the General Manager of the District, or any other person means any additions, betterments, extensions or improvements to the District's Water System
designated by the General Manager to act on behalf of the General Manager. designated by the Board of Directors of the District as a Parity Project, the acquisition and
construction of which is to be paid for with the proceeds of any Contracts or Bonds.
Net Proceeds Purchase Price
The term "Net Proceeds" means, when used with respect to any casualty insurance or The term"Purchase Price"means the principal amount plus interest thereon owed by the
condemnation award, the proceeds from such insurance or condemnation award remaining after District to the Corporation under the terms hereof as provided in Section 4.1.
payment of all expenses(including attorneys fees)incurred in the collection of such proceeds.
Net Revenues Rate Stabilization Fund
The term"Net Revenues"means,for any Fiscal Year,the Revenues for such Fiscal Year less The term"Rate Stabilization Fund"means the fund by that name created pursuant to Section
the Operation and Maintenance Costs for such Fiscal Year.
5.5 hereof.
Operation and Maintenance Costs Reserve Requirement
The term "Operation and Maintenance Costs" means (i)costs spent or incurred for The term "Reserve Requirement" means initially, $[ I, and thereafter the lesser of
maintenance and operation of the Water System calculated in accordance with generally accepted (i)$1 or(ii)the maximum principal of and interest with respect to the Certificates due in the
then current or any future Fiscal Year.
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DOCSSF/59523v6A)22925-0017 DOCSSF/59523v6/022925-(X)17
following definitions to be equally applicable to both the singular and plural forms of any of the Improvement Projects),Series 2006,executed and delivered on behalf of the District and at any time
terms defined herein. Unless the context otherwise requires,all capitalized terms used herein and not outstanding pursuant to the Trust Agreement.
i defined herein shall have the meanings ascribed thereto in the Trust Agreement.
EContinuing Disclosure Certificate
Accountant's Report
The term"Continuing Disclosure Certificate"shall mean that certain Continuing Disclosure
The term"Accountant's Report"means a report signed by an Independent Certified Public Certificate executed by the District and dated the date of execution and delivery of the Certificates,as
Accountant. originally executed and as it may be amended from time to time in accordance with the terms thereof.
Acouisition Fund Contracts
The term "Acquisition Fund" means the fund by that name established pursuant to The term"Contracts"means this Installment Purchase Agreement and any amendments and
Section 3.6 hereof. supplements hereto,and all contracts of the District previously or hereafter authorized and executed
by the District,the Parity Installment Payments which are on a parity with the Installment Payments
Administrative Services Manag_er/Treasurer and which are secured by a pledge and lien on the Revenues as described in Section 5.1 hereof,
including the DWR Proposition 55 Loan, excluding contracts entered into for operation and
The Term"Administrative Services Manager/Treasurer"means the Administrative Services maintenance of the Water System.
Manager/Treasurer of the District,or any other person designated by the Administrative Services
Manager/Treasurer to act on behalf of the Administrative Services Manager/Treasurer. Corporation
Agreement The term "Corporation" means the Truckee Donner Public Utility District Financing
Corporation,a nonprofit public benefit corporation duly organized and existing under and by virtue
The term "Agreement" means this Installment Purchase Agreement, by and between the of the laws of the State of California.
District and the Corporation,dated as of September 1, 2006,as originally executed and as it may
from time to time be amended or supplemented in accordance herewith. Date of Operation
Assignment Agreement The term"Date of Operation"means, with respect to any uncompleted component Parity
Project, the estimated date by which such uncompleted component Parity Project will have been
The term"Assignment Agreement"means the Assignment Agreement,by and between the completed and, in the opinion of an engineer, will be ready for operation by or on behalf of the
Corporation and the Trustee,dated as of September 1,2006,as originally executed and as it may District.
from time to time be amended or supplemented in accordance with its terms.
Bonds
Debt Service
The tern"Bonds"means all revenue bonds or notes of the District authorized,executed, The term"Debt Service"means,for any period of calculation,the sum of:
issued and delivered by the District, the payments of which are on a parity with the Installment (1) the interest accrued during such period on all outstanding Bonds during such
Payments and which are secured by a pledge of and lien on the Revenues as described in Section 5.1 period, assuming that all outstanding serial Bonds are retired as scheduled and that all
hereof. outstanding term Bonds are prepaid or paid from sinking fund payments as scheduled(except
Business Day
to the extent that such interest is capitalized),
(2) those portions of the principal amount of all outstanding serial Bonds
The term"Business Day"means a day other than:a Saturday or Sunday or a day on which maturing in such period or the next succeeding period, in each case accruing during such
(i)banks located in the city in which the principal corporate trust office of the Trustee is located are period in each case and computed as if such principal were deemed to accrue daily during
not required or authorized to remain closed,and(ii)on which The New York Stock Exchange is not such period in equal amounts,
closed.
Certificates (3) those portions of the principal amount of all outstanding term Bonds required
to be prepaid or paid in such period or the next succeeding period,in each case accruing
The term "Certificates" means the $ aggregate principal amount of Truckee
during such period and computed as if such principal were deemed to accrue daily during Donner Public Utility District Refunding Revenue Certificates of Participation (Water System such period in equal amounts,and
2 3
DOCSSF/5952MM229250)17 DOCSSF/59523v6H022925-0017
Any or all of the items listed above may be included by specific reference to other 6. Customarily Prepared and Public Information. Upon request, the District shall
documents,including official statements of debt issues of the District or related public entities,which provide to any person financial information and operating data regarding the District which is
have been submitted to each of the Repositories; provided, that if any document included by customarily prepared by the District and is a public document subject to disclosure pursuant to the
reference is a final official statement,it must be available from the Municipal Securities Rulemaking California Public Records Act(Government Code sections 6250 et seq.).
Board;and provided further,that the District shall clearly identify each such document so included
by reference. 7. Termination of Obligation. The District's obligations under this Disclosure
Certificate shall terminate upon the legal defeasance,prior prepayment or payment in full of all of the
5. Reporting of Significant Events. Certificates. If such termination occurs prior to the final maturity of the Certificates, the District
shall give notice of such termination in the same manner as for a Listed Event under Section 5(c).
(a) Pursuant to the provisions of this Section 5,the District shall give,or cause to be
given, notice of the occurrence of any of the following events with respect to the Certificates, if 8. Amendment; Waiver. Notwithstanding any other provision of this Disclosure
material: Certificate,the District may amend this Disclosure Certificate,and any provision of this Disclosure
Certificate may be waived,provided that,in the opinion of nationally recognized bond counsel,such
(i) principal and interest payment delinquencies; amendment or waiver is permitted by the Rule.
(ii) non-payment related defaults; 9. Additional Information. Nothing in this Disclosure Certificate shall be deemed to
prevent the District from disseminating any other information,using the means of dissemination set
(iii) unscheduled draws on the debt service reserves reflecting financial forth in this Disclosure Certificate or any other means of communication, or including any other
difficulties; information in any notice of occurrence of a Listed Event,in addition to that which is required by this
Disclosure Certificate. If the District chooses to include any information in any notice of occurrence
(iv) unscheduled draws on the credit enhancements reflecting financial of a Listed Event in addition to that which is specifically required by this Disclosure Certificate,the
difficulties; District shall not thereby have any obligation under this Disclosure Certificate to update such
information or include it in any future notice of occurrence of a Listed Event.
(v) substitution of the credit or liquidity providers or their failure to perform;
10. Default. In the event of a failure of the District to comply with any provision of this
(vi) adverse tax opinions or events affecting the tax-exempt status of the Disclosure Certificate,any Holders or Beneficial Owners of at least 50%aggregate principal amount
Certificates; of the Certificates may take such actions as may be necessary and appropriate,including seeking
(vii) modifications to rights of Certificateholders; mandate or specific performance by court order,to cause the District to comply with its obligations
under this Disclosure Certificate.A default under this Disclosure Certificate shall not be deemed an
(viii) optional,contingent or unscheduled Certificate calls; Event of Default under the Trust Agreement,and the sole remedy under this Disclosure Certificate in
the event of any failure of the District to comply with this Disclosure Certificate shall be an action to
(ix) defeasances; compel performance.
(x) release, substitution or sale of property securing repayment of the 11. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the
Certificates;and District,the Participating Underwriter and Holders and Beneficial Owners from time to time of the
Certificates,and shall create no rights in any other person or entity.
(xi) rating changes.
Dated: October_,2006 TRUCKEE DONNER PUBLIC UTILITY DISTRICT
(b) Whenever the District obtains knowledge of the occurrence of a Listed Event,the
District shall as soon as possible determine if such event would be material under applicable federal
securities laws. By:
Its: President
(c) If the District determines that knowledge of the occurrence of a Listed Event would
be material under applicable federal securities laws,the District shall promptly file a notice of such ATTEST:
occurrence with the Repositories. Notwithstanding the foregoing,notice of Listed Events described
in subsections(a)(iv)and(v)need not be given under this subsection any earlier than the notice(if
any) of the underlying event is given to Holders of affected Certificates pursuant to the Trust
Clerk of the Board of the District
Agreement.
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DOCSSF/59572v3/022925-0017 DOCSSF/59572v3/022925-0017
i
APPENDIX E APPENDIX F
FORM OF CONTINUING DISCLOSURE CERTIFICATE DTC AND BOOK-ENTRY ONLY SYSTEM
The Depository Trust Company("DTC"),New York,NY,will act as securities depository for the
PTO BE INSERTED AT TIME OF MAILING] Certificates(the"Certificates"). The Certificates will be issued as fully-registered securities registered in the
name of Cede&Co. (DTC's partnership nominee)or such other name as may be requested by an authorized
representative of DTC. One fully-registered certificate will be issued for each maturity of the Certificates,
each in the aggregate principal amount of such maturity,and will be deposited with DTC.
DTC,the world's largest depository,is a limited-purpose trust company organized under the New
York Banking Law,a"banking organization"within the meaning of the New York Banking Law,a member of
the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform
Commercial Code, and a"clearing agency"registered pursuant to the provisions of Section 17A of the
Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 2 million issues of U.S.
and non-U.S.equity issues,corporate and municipal debt issues,and money market instruments from over
85 countries that DTC's participants("Direct Participants")deposit with DTC. DTC also facilitates the post-
trade settlement among Direct Participants of sales and other securities transactions in deposited securities,
through electronic computerized book-entry transfers and pledges between Direct Participants'accounts. This
eliminates the need for physical movement of securities certificates. Direct Participants include both U.S.and
non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other
organizations. DTC is a wholly-owned subsidiary of The Depository Trust& Clearing Corporation
("DTCC"). DTCC,in turn,is owned by a number of Direct Participants of DTC and Members of the National
Securities Clearing Corporation,Government Securities Clearing Corporation,MBS Clearing Corporation,and
Emerging Markets Clearing Corporation,(NSCC,GSCC,MBSCC,and EMCC,also subsidiaries of DTCC),as
well as by the New York Stock Exchange, Inc., the American Stock Exchange LLC, and the National
Association of Securities Dealers,Inc.Access to the DTC system is also available to others such as both U.S.
and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear
through or maintain a custodial relationship with a Direct Participant,either directly or indirectly("Indirect
Participants"). DTC has Standard& Poor's highest rating: AAA. The DTC Rules applicable to its
Participants are on file with the Securities and Exchange Commission.
Purchases of Certificates under the DTC system must be made by or through Direct Participants,
which will receive a credit for the Certificates on DTC's records. The ownership interest of each actual
purchaser of each Certificate (`Beneficial Owner") is in turn to be recorded on the Direct and Indirect
Participants'records. Beneficial Owners will not receive written confirmation from DTC of their purchase.
Beneficial Owners are,however,expected to receive written confirmations providing details of the transaction,
as well as periodic statements of their holdings,from the Direct or Indirect Participant through which the
Beneficial Owner entered into the transaction. Transfers of ownership interests in the Certificates are to be
accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial
Owners. Beneficial Owners will not receive certificates representing their ownership interests in Certificates,
except in the event that use of the book-entry system for the Certificates is discontinued.
To facilitate subsequent transfers, all Certificates deposited by Direct Participants with DTC are
registered in the name of DTC's partnership nominee,Cede&Co.,or such other name as may be requested by
an authorized representative of DTC. The deposit of Certificates with DTC and their registration in the name
of Cede&Co.or such other DTC nominee do not effect any change in beneficial ownership. DTC has no
knowledge of the actual Beneficial Owners of the Certificates;DTC's records reflect only the identity of the
Direct Participants to whose accounts such Certificates are credited,which may or may not be the Beneficial
Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on
behalf of their customers.
Conveyance of notices and other communications by DTC to Direct Participants, by Direct
Participants to Indirect Participants,and by Direct Participants and Indirect Participants to Beneficial Owners
E-1
DOCSSF/60223v6/0 2 2 92 5-00 1 7 F-1
DOCSSF/60223 v6/022925-0017
APPENDIX C 3. The obligation of the District to make the Installment Payments from Net Revenues (as
defined in the Agreement)is air enforceable obligation of the District and does not constitute a debt of the
FORM OF LEGAL OPINION District, or of the State of California or of any political subdivision thereof in contravention of any
constitutional or statutory debt limit or restriction,and does not constitute an obligation for which the District
is obligated to levy or pledge any form of taxation or for which the District has levied or pledged any form of
Upon execution and delivery of the Certificates,Stradling Yocca Carlson&Rauth,a Professional taxation.
Corporation,Special Counsel,proposes to render its final approving opinion in substantially the following
form: 4. Under existing statutes, regulations, rulings and judicial decisions, the portion of each
Installment Payment constituting interest is excluded from gross income for federal income tax purposes and is
not an item of tax preference for purposes of calculating the federal alternative minimum tax imposed on
individuals and corporations;however,it should be noted that,with respect to corporations,the portion of each
October_,2006 Installment Payment constituting interest may be included as an adjustment in the calculation of alternative
minimum taxable income,which may affect the alternative minimum tax liability of corporations.
Truckee Donner Public Utility District 5. The portion of each Installment Payment constituting interest is exempt from State of
i t570 Donner Pass Road California personal income tax.
Truckee,California 96160
6. The difference between the issue price of a Certificate(the first price at which a substantial
Re: $ Truckee Dormer Public Utility District amount of the Certificates of a maturity is to be sold to the public)and the stated redemption price at maturity
Refunding Revenue Certificates of Participation(Water System Improvement Projects) with respect to such Certificate constitutes original issue discount. Original issue discount accrues under a
Series 2006 constant yield method,and original issue discount will accrue to a Certificate Owner before receipt of cash
attributable to such excludable income. The amount of original issue discount deemed received by a
Members of the Board of Directors: Certificate Owner will increase the Owner's basis in the applicable Certificate. Original issue discount that
accrues to the Certificate Owner is excluded from the gross income of such owner for federal income tax
We have acted as Special Counsel to the Truckee Donner Public Utility District(the"District")in purposes,is not an item of tax preference for purposes of the federal alternative minimum tax imposed on
connection with the execution and delivery of$ aggregate principal amount of Refunding individuals and corporations,and is exempt from State of California personal income tax.
Revenue Certificates of Participation(Water System Improvement Projects)Series 2006,dated the date hereof
(the"Certificates"),each evidencing and representing an interest of the registered owner thereof in the right to 7. The amount by which a Certificate Owner's original basis for determining loss on sale or
receive Installment Payments(as that term is defined in the Trust Agreement hereinafter mentioned)under and exchange in the applicable Certificate(generally,the purchase price)exceeds the amount payable on maturity
pursuant to that certain Installment Purchase Agreement(the"Agreement"),dated as of September 1,2006,by (or on an earlier call date)constitutes amortizable Certificate premium,which must be amortized under Section
and between the District and the Truckee Donner Public Utility District Financing Corporation (the 171 of the Code;such amortizable Certificate premium reduces the Certificate Owner's basis in the applicable
"Corporation"),which right to receive such Installment Payments has been assigned by the Corporation to The Certificate(and the amount of tax-exempt interest received),and is not deductible for federal income tax
Bank of New York Trust Company,N.A.,as trustee(the"Trustee"),pursuant to the Assignment Agreement, purposes. The basis reduction as a result of the amortization of Certificate premium may result in a Certificate
dated as of September 1,2006,by and between the Trustee and the Corporation. The Certificates have been Owner realizing a taxable gain when a Certificate is sold by the Owner for an amount equal to or less(under
executed by the Trustee pursuant to the terms of the Trust Agreement,dated as of September 1,2006(the certain circumstances)than the original cost of the Certificate to the Owner.
"Trust Agreement"),by and among the District,the Corporation and the Trustee.
The opinions expressed herein as to the exclusion from gross income of the portion of each
In connection with our representation we have examined a certified copy of the proceedings relating to Installment Payment constituting interest(and original issue discount)are based upon certain representations
the Certificates. As to questions of fact material to our opinion,we have relied upon the certified proceedings of fact and certifications made by the District and others and are subject to the condition that the District
and other certifications of public officials furnished to us without undertaking to verify the same by complies with all requirements of the Internal Revenue Code of 1986,as amended(the"Code"),that must be
independent investigations. satisfied subsequent to the execution and delivery of the Certificates to assure that such portion of each
Installment Payment constituting interest(and original issue discount)will not become includable in gross
Based upon the foregoing and after examination of such questions of law as we have deemed relevant income for federal income tax purposes. Failure to comply with such requirements of the Code might cause
in the circumstances,but subject to the limitations set forth herein,we are of the opinion that: the portion of each Installment Payment constituting interest(and original issue discount)to be included in
gross income for federal income tax purposes retroactive to the date of execution and delivery of the
1. The proceedings show lawful authority for the execution and delivery by the District of the Certificates. The District has covenanted to comply with all such requirements.
Agreement and the Trust Agreement under the laws of the State of California now in force,and the Agreement
and the Trust Agreement have been duly authorized,executed and delivered by the District,and,assuming due The opinions expressed herein may be affected by actions taken(or not taken)or events occurring(or
authorization,execution and delivery by the Trustee and the Corporation,as appropriate,are valid and binding not occurring)after the date hereof. We have not undertaken to determine,or to inform any person,whether
obligations of the District enforceable against the District in accordance with their respective terms. any such actions or events are taken or do occur. The Trust Agreement,the Agreement and the Tax Certificate
permit certain actions to be taken or to be omitted if a favorable opinion of Special Counsel is provided with
2. The Certificates,assuming due execution and delivery by the Trustee,are entitled to the respect thereto. No opinion is expressed herein as to the exclusion from gross income of the portion of each
benefits of the Trust Agreement. Installment Payment constituting interest(and original issue discount)for federal income tax purposes with
D-I C-2
DOCSSF/60223v6rt)22925-0017 DOCSSF/60223v610 22 9 2 5-00 1 7
t F
{
counsel,Fulbright&Jaworski L.L.P.,Los Angeles,California. Certain legal matters will be passed upon for other public securities. The Financial Advisor assumes no responsibility for the accuracy,completeness or
the Insurer by its counsel and for the Trustee by its counsel. fairness of the Official Statement.
LITIGATION UNDERWRITING
There is no action,suit,proceeding,inquiry or investigation,at law or in equity,before or by any The Certificates are being purchased by Stone& Youngberg LLC (the "Underwriter"). The
court,regulatory agency,public board or body,pending or,to the knowledge of the District,threatened against Underwriter has agreed to purchase the Certificates at a price of$ pursuant to a Purchase
the District affecting the existence of the District or the titles of its officers to their respective offices or Agreement by and between the Underwriter and the District(the"Purchase Agreement"). The Purchase Price
seeking to restrain or to enjoin the sale or delivery of the Certificates,the application of the proceeds thereof in is based on the par amount of the Certificates of$ ,less an underwriter's discount of$
accordance with the Trust Agreement, or in any way contesting or affecting the action of the District and plus an original issue premium of$ . The Purchase Agreement provides that the Underwriter
contemplated by any of said documents,or in any way contesting the completeness or accuracy of this Official will purchase all of the Certificates,if any are purchased. The obligation to make such purchase is subject to
Statement or any amendment or supplement thereto,or contesting the powers of the District or its authority certain terms and conditions set forth in the Purchase Agreement,the approval of certain legal matters by
with respect to the Certificates or any action of the District contemplated by any of said documents. counsel,and certain other conditions.
CONTINUING DISCLOSURE The Underwriter may offer and sell Certificates to certain dealers and others at a price lower than the
offering prices stated on the inside cover page of this Official Statement. The offering price may be changed
The District has covenanted in a Continuing Disclosure Certificate dated the date of execution and from time to time by the Underwriter.
delivery of the Certificates(the"Continuing Disclosure Certificate")to provide annually certain financial
information and operating data relating to the District by not later than 270 days following the end of its fiscal MISCELLANEOUS
year(commencing with Fiscal Year 2006)including the audited Financial Statements of the District for each
such Fiscal Year(together,the"Annual Report"),and to provide notices of the occurrence of certain other Insofar as any statements made in this Official Statement involve matters of opinion or of estimates,
enumerated events. whether or not expressly stated,they are set forth as such and not as representations of fact. No representation
is made that any of the statements will be realized. Neither this Official Statement nor any statement which
The Annual Report is to be filed by the District with each Nationally Recognized Municipal Securities may have been made verbally or in writing is to be construed as a contract with the Owners of the Certificates.
Information Repository certified by the Securities and Exchange Commission(the"Repositories")and a State
repository,if any. The notices of material events are to be timely filed by the District with the Repositories The execution and delivery of this Official Statement have been duly authorized by the District.
and a State repository,if any. The specific nature of the information to be contained in the Annual Report or
notices of material events and certain other terms of the Continuing Disclosure Certificate are summarized in
Appendix E—"FORM OF CONTINUING DISCLOSURE CERTIFICATE." TRUCKEE DONNER PUBLIC UTILITY
The District has not failed to materially comply with the terms of its existing continuing disclosure DISTRICT
undertakings.
RATINGS
Based upon the Insurer's commitment to deliver its policy of municipal insurance for the Certificates, President
Standard&Poor's Credit Market Services,a Division of the McGraw-Hill Companies("S&P"),the District
expects S&P to assign its municipal bond rating of"AAA"to the Certificates. The District expects S&P to
assign its underlying rating of"—"on the Certificates without respect to the delivery by the Insurer of General Manager
municipal insurance for the Certificates. There is no assurance that any credit ratings given to the Certificates
will be maintained for any period of time or that the ratings may not be lowered or withdrawn entirely by S&P
if,in its judgment,circumstances so warrant. The District undertakes no responsibility either to bring to the
attention of Certificate Owners any downward revision or withdrawal of any rating obtained or to oppose any
such revision or withdrawal. Any such downward revision or withdrawal of such rating may have an adverse
effect on the market price of the Certificates. Such ratings reflect only the views of S&P and an explanation of
the significance of such rating may be obtained from S&P.
FINANCIAL ADVISOR
McDonald Partners, Inc.(the"Financial Advisor")has assisted the District with various matters
relating to the planning,structuring and delivery of the Certificates. The Financial Advisor is a financial
advisory firm and is not engaged in the business of underwriting or distributing municipal securities or any
28 29
DOCSSF/60223v6/022925-0017 DOCSSF/60223v6/022 92 5-00 1 7
imposed or increased if a majority of owners of the identified parcels file written protests against it. As a
CONSTITUTIONAL LIMITATIONS ON APPROPRIATIONS AND CHARGES result,if and to the extent that a fee or charge imposed by a local government for water service is ultimately
determined to be a"fee"or"charge"as defined in Article XIIID,the local government's ability to increase
Article XIIIB such fee or charge may be limited by a majority protest.
Article XIIIB of the California State Constitution limits the annual appropriations of the State and of In addition,Article XIIID includes a number of limitations applicable to existing fees and charges
t any district,county, school district,corporation or other political subdivision of the State to the level of including provisions to the effect that(i)revenues derived from the fee or charge shall not exceed the funds
appropriations of the particular governmental entity for the prior fiscal year,as adjusted for changes in the cost required to provide the property-related service,(ii)such revenues shall not be used for any pin-pose other than
of living and population. The"base year"for establishing such appropriation limit is the 1978ng fiscal year that for which the fee or charge was imposed,(iii)the amount of a fee or charge imposed upon any parcel or
and the limit is to be adjusted annually to reflect changes in population and consumer prices. Adjustments in person as an incident of property ownership shall not exceed the proportional cost of the service attributable to
the appropriations limit of an entity may also be made if(i)the financial responsibility for a service is the parcel and(iv)no such fee or charge may be imposed for a service unless that service is actually used by,
transferred to another public entity or to a private entity,(ii)the financial source for the provision of services is or immediately available to,the owner of the property in question. Property-related fees or charges based on
transferred from taxes to other revenues,or(iii)the voters of the entity approve a change in the limit for a potential or future use of a service are not permitted.
period of time not to exceed four years.
Based upon the California Second District Court of Appeal decision in Howard Jarvis Taxpayers
Appropriations subject to Article XIIIB generally include the proceeds of taxes levied by the State or Association v.City of Los Angeles,85 Cal.App.4th 79(2000),which was denied review by the California
other entity of local government,exclusive of certain State subventions and refunds of taxes. "Proceeds of Supreme Court,it was generally believed that Article XIIID did not apply to charges for metered water,which
taxes"include,but are not limited to,all tax revenues and the proceeds to an entity of government from had been held to be commodity charges related to consumption of the service,not property ownership. The
' (i)regulatory licenses,user charges,and user fees(but only to the extent such proceeds exceed the cost of District was of the opinion that,under similar reasoning,the water rates imposed by it were not subject to
} providing the service or regulation), and (ii)the investment of tax revenues. Article XIIIB includes a Article XIIID. In a decision rendered in February,2004,the California Supreme Court in Richmond et al.v.
requirement that if an entity's revenues in any year exceed the amounts permitted to be spent,the excess would Shasta Community Services District(S 105078)upheld a Third District Court of Appeal decision that water
have to be returned by revising tax rates or fee schedules over the subsequent two years. connection fees were not property-related fees or charges subject to Article XIIID while at the same time
stating in dicta that fees for ongoing water service through an existing connection were property related fees
Certain expenditures are excluded from the appropriations limit including payments of indebtedness and charges. In October 2004,the California Supreme Court granted review of the decision of the Fourth
existing or legally authorized as of January 1, 1979,or of bonded indebtedness thereafter approved by the District Court of Appeal in Bighorn-Desert View Water Agency v.Beringson,120 Cal.App.4th 891(2004),in
voters and payments required to comply with court or federal mandates which without discretion require an which the appellate court had relied on Howard Jarvis Taxpayers Association v. City of Los Angeles and
expenditure for additional services or which unavoidably make the providing of existing services more costly. rejected the Supreme Court's dicta in Richmond et al.v.Shasta Community Services District. On March 23,
2005,the California Fifth District Court of Appeal held that an"in lieu"fee which is payable to the City of
The District is of the opinion that its water charges do not exceed the costs it reasonably bears in Fresno's general fund from its water utility and which is included in the city's water rate structure was invalid.
I providing such services and therefore are not subject to the limits of Article XIIIB. The District has In reaching its decision,the court concluded that the city's water rates were"property related"fees,governed
covenanted in the Installment Purchase Agreement that,to the fullest extent permitted by law,it will fix, by the limitations of Article XIIID. The City of Fresno requested a review of this decision by the California
prescribe and collect rates and charges sufficient to provide for payment of the Installment Payments in each Supreme Court,which denied review. On July 24,2006,the Supreme Court ruled in Bighorn-Desert View
year. See the caption"SECURFFY FOR THE CERTIFICATES—Rate Covenant." Water Agency v.Verjil. In dicta,the Court repeated the Supreme Court's previous dicta in Richmond et al.v.
Shasta Community Services District that fees and charges for ongoing water service through an existing
Proposition 218 connection were property related fees and charges under Article XIIID. The District has not followed the
notice,hearing and protest procedures in Article XIIID with respect to water rate increases based on the
General. An initiative measure entitled the"Right to Vote on Taxes Act"(the"Initiative")was decision in Howard Jarvis Taxpayers Association v.City of Los Angeles,and the California Supreme Court in
approved by the voters of the State of California at the November 5, 1996 general election. The Initiative Bighorn-Desert View Water Agency v. Verjil did not rule on the validity of water rate increases where the
added Article XIIIC and Article XIIID to the California Constitution. According to the"Title and Summary" notice,hearing and protest procedures in Article XIIID were not followed. The District expects to comply
of the Initiative prepared by the California Attorney General,the Initiative limits"the Corporation of local with future decisions of the California Supreme Court with respect to the applicability of Article XIIID to
governments to impose taxes and property-related assessments,fees and charges." water rates.
Article XIIID. Article XIIID defines the terms"fee"and"charge"to mean"any levy other than an ad The District stand-by charge predates the adoption of Article XIIID and based upon the provisions of
valorem tax,a special tax or ail assessment,imposed by an agency upon a parcel or upon a person as an Article XIIID,this stand-by charge is exempt from the provisions thereof unless the District were to elect to
incident of property ownership, including user fees or charges for a property-related service." A increase the amount of such stand-by charge.
"property-related service"is defined as"a public service having a direct relationship to property ownership"
Article XIIID further provides that reliance by an agency on any parcel map(including an assessor's parcel Article XIIIC. Article XIIIC provides that the initiative power shall not be prohibited or otherwise
map)may be considered a significant factor in determining whether a fee or charge is imposed as an incident limited in matters of reducing or repealing any local tax,assessment,fee or charge and that the power of
of property ownership, initiative to affect local taxes,assessments,fees and charges shall be applicable to all local governments.
Article XIIIC does not define the terms"local tax,""assessment,"..fee"or"charge,"so it was unclear whether
Article XIIID requires that any agency imposing or increasing any property-related fee or charge must the definitions set forth in Article XIIID referred to above are applicable to Article XIIIC. Moreover,the
provide written notice thereof to the record owner of each identified parcel upon which such fee or charge is to provisions of Article XIIIC are not expressly limited to local taxes,assessments,fees and charges imposed
be imposed and must conduct a public hearing with respect thereto. The proposed fee or charge may not be after November 6,1996. On July 24,2006,the Supreme Court held in Bighorn-Desert View Water Agency v.
24 25
DOCSSF/60223v6/02 2 9 2 5-00 1 7 DOCSSF/60223v6/022925-0017
i
TRUCKEE DONNER PUBLIC UTILITY DISTRICT Outstanding Water System Indebtedness
t
Water System Connection Charges
Parity Contract Payable From Net Revenues. The District entered into a loan agreement dated August
Meter Site Y Y �• $
t (inches) Connection Charge 13, 1992,by and between the Department of Water Resources("DWR")and the District,for a loan in the
amount of$5,000,000 under the Safe Drinking Water Bond Law of 1986(the"DWR Proposition 55 Loan").
5/8 x 3/d' $1,145 The DWR Proposition 55 Loan was used to finance capital improvements to the public water supply and to
i 3/0" 1,180 reduce water quality hazards. As of December 31,2005,the DWR Proposition 55 Loan was outstanding in the
Above 1" Actual Cost amount of$3,728,336. Under the DWR Proposition 55 Loan, the District is obligated to pay DWR
approximately $306,188 in 2006, and per year thereafter, with final payment of$133,847 due in 2021.
The facilities fee is a charge made by the District to cover the pro rata share of the cost of the water Payments made by the District to DWR under the DWR Proposition 55 Loan will be payable from Net
supply facilities which are required to serve that customer. The cost of future source and storage facilities are Revenues parity with the Installment Payments.
included in the facilities fee in order to maintain an equitable distribution of benefits received between present
and future service connections. The facilities fee includes cost allowances for domestic water and residential Subordinate Contracts Payable From Net Revenues. The District entered into a loan agreement dated
fire protection,rated at 750 gpm for two hours. In the event that a service requires greater or less than the June 28,2004,by and between DWR and the District pursuant to which the District drew down$12,732,965
allotted fireflow of 750 gpm,the fee may be adjusted accordingly.
(exclusive of other costs)under the Safe Drinking Water Revolving Fund Law of 1997(the"DWR Loan").
For residential users,water facilities fees are charged per square feet of living space for the area to be The DWR Loan was used for certain capital improvements to the water system at Donner Lake. As of
constructed. The facilities fee is currently$1.64 times the square feet of living space as determined in the December 31,2005,the DWR Loan was outstanding in the amount of$11,823,444.Under the DWR Loan,the
District is obligated to pay DWR$400,426 in 2006 and approximately$800,852 each year thereafter,with
building permit final payment due in 2026. The obligation of the District to make payments under the DWR Loan is secured
The following table lists the current facilities fees for commercial users. by assessments levied in the Donner Lake area of the District(the"Donner Lake Assessments"). In the event
that Donner Lake Assessments are insufficient to pay the DWR Loan,the District is obligated to pay the
TRUCKEE DONNER PUBLIC UTILITY DISTRICT shortfall from Revenues. The obligation to pay such shortfall from Revenues is payable subordinate to
Commercial Water System Facilities Fees Contracts and Bonds,including the Installment Purchase Agreement.
Size of Service Pipe Facilities Fees" The District has entered into capital leases from time-to-time to finance various improvements to the
5/8 x 34" $3,359 Water System and related equipment("Capital Leases"). As of December 31,2005 the outstanding principal
3/4" 5,037 amount of the Capital Leases was$3,068,517. The term of the Capital Leases ranges from 2007 to 2017. The
l" 8,395 Capital Leases are secured by the improvements financed and are payable from Revenues subordinate to
1/i' 16,790 Contracts and Bonds,including the Installment Purchase Agreement.
2" 26,964
3" 50,370 Water System Financial Information
4" 93,950
6" 167,900 Financial Statements. Copies of the most recent audited financial statements of the District prepared
by Virchow Krause&Company LLP,Madison,Wisconsin(the"Auditor")are attached as Appendix B hereto
If a tap and/or road crossing is necessary,the charge will be the actual cost. (the"Financial Statements"). The Auditor letter concludes that the audited financial statements present fairly,
in all material respects,the financial position of the District as of December 31,2005,and the results of its
Collection Procedures Billings for water services provided are collected on a monthly basis. On operations and cash flows for the year then ended in conformity with accounting principles generally accepted
average,write-offs for monthly water service are less than one-tenth of one percent. Standby charges are in the United States of America.
collected twice annually with ad valorem property tax bills by the Counties of Nevada and Placer. Nevada and
Placer Counties allocate standby costs assessed using the"Teeter"allocation method. Using the"Teeter" Historic Operating Results and Debt Service Coverage
method,the Counties send 100%of the assessed amounts to the District. Connection fees and facilities fees
are collected by the District at the time a property is developed. Construction cannot occur unless these fees The following table is a summary of operating results of the Water System of the District for the last
are paid in full. five fiscal years. These results have been derived from the financial statements of the District but exclude
certain non-cash items and include certain other adjustments. The table has not been audited by the Auditor.
As of August 28,2006,year-to-date connection fees collected totaled approximately$133,000 and
year-to-date facilities fees collected totaled approximately$663,451.
Future Water System Improvements
The District currently expects to undertake approximately$23,200,000 of improvements to the Water
System over the next five year period. Approximately$18,000,000 of such improvements will be funded with
the proceeds of the Certificates. The remainder of the improvements are expected to be funded with surplus
operating revenues and facilities fees.
20 21
DOCSSF/60223v6A)22925-0017 D0CSSF/60223v6/022925-Wl7
TRUCKEE DONNER PUBLIC UTILITY DISTRICT Largest Customers
Projected Water Production and Accounts
Total The following table sets forth the ten largest customers of the Water System of the District as of
Production December 31,2005,as determined by the amount of their respective annual payments.
(Million %Increase/ Commercial %Increase/ Residential %Increase/
Year Gallons) (Decrease) Accounts (Decrease) Accounts (Decrease) TRUCKEE DONNER PUBLIC UTILITY DISTRICT
t
r 2006 2,386 8.3�k 620 2 Largest Customers—Fiscal Year 2005
5% 11,396 2.2%
2007 2,566 7.5 635 2.4 11,646 2.2 Customer Water Usage"' Annual Payments
2008 2,746 7.0 650 2.4 11,896 2.1
2008 2,746 7.0 665 2.3 11,846 2.1 Tahoe Mountain Club Company 110,493,610 $50,512.95
2010 3,107 6.6 665 2.3 12,146 2.1 Coyote Moon Golf course 65,606,253 37,736.41
Tahoe Donner Association 34,444,057 99,153.32
TRUCKEE DONNER PUBLIC UTILITY DISTRICT Truckee Tahoe Unified School District 19,619,630 31,703.60
Projected Sales Revenues Donner Creek Mobile Home Park 13,278,000 16,646.71
Bob Gales/Coachland(mobile home park) 13,225,000 24,673.43
%Increase/ %Increase/ Tahoe Forest Hospital 11,508,813 26,016.55
Year Residential (Decrease) Commercial (Decrease) Truckee Donner Recreation 10.161,512 23,339.40
2006 $7,042,267 6.55% $910,862 7.82% Sierra Village Apartments 4,918,390 12,641.61
2007 7,617,960 8.17 988,744 8.55 Truckee Cemetery District 4,506,999 7,289.34
2008 8,234,244 8.09 1,072,685 8.49 TOP TEN TOTAL 287,762,264 $329,713.32
€ 2009 8,405,747 2.08 1,097,461 2.31
2010 8,576,625 2.03 1,122,206 2.25 TOTAL SYSTEM 2,206,000,000 $7,563,132.00
Source: District. »
Gallons.
f
.Source:District.
Management Discussion of Projected Water Production Accounts and Sales Revenues. The District
anticipates water production increases of about 7%annually over the next five years.Average day water These ten customers accounted for approximately 13.04%of total water usage and 4.36%of total
r production is expected to increase to 8.51 mgd for an annual total of 3,107 million gallons. These projections revenues from sales to customers for the year ended December 31,2005.
reflect the projects planned and/or currently under construction within the District,including a large number of
residential units,along with significant commercial development,a golf course and a community college Water System Rates and Charges
campus. Actual water use will vary based on,among other things,climatic conditions. The effect of such
variation on water sales revenues,however,is limited because residential water customers pay a flat monthly General. The District Board has rate setting authority as provided under the Act. The District is not
rate,regardless of actual usage. subject to the jurisdiction of,or regulation by,the California Public Utilities Commission. See the caption
"CONSTITUTIONAL LIMITATIONS ON APPROPRIATIONS AND CHARGES" herein for certain
limitations of the rate setting authority of the District Board.
The District annually determines the adequacy of the Water System rate structure after full
consideration of expected operations,maintenance and capital costs. The District currently sets water charges
to pay costs of groundwater pumping and current operating expenses for the Water System. Capital
improvements and debt service payments are funded from water charges,facilities fees and connection fees.
User Fee System Overview. The District currently recovers the cost of the Water System operation,
maintenance and replacement and capital expansion through a user fee system. The major components of the
user fees currently imposed by the District are:
1. Water service rates(charges which are divided into rates for residential and commercial
Property);
2. Area Specific Surcharges;
3. Stand-by water availability charges;and
4. Connection charges and facilities fees.
Water Service Rates. The Board has approved increases in certain rates and charges effective
January 1,2007 and January 1,2008. No further approval is necessary before such increases take effect.
16 17
DOCSSF/60223v6A)220250)17 DOCSSF/60223v6A)22925-0017
Governance and Management The annual CalPERS plan pension cost of the District for the years ended December 31,2005 and
2004,respectively,was$907,711 and$284,937 and was equal to the required and actual contributions of the
The District,owned by the registered voters of the District,is governed by a five member Board of District as determined by the May 31,2004 initial actuarial valuation using the entry age normal actuarial cost
Directors(the`Board"). The Directors are elected by the registered voters of the District and serve four-year method with the contributions determined as a percent of payroll. The unfunded actuarial accrued liability of
terms. The current directors,their occupations and the expiration dates of their terms are set forth below. the plan is being amortized through 2017.
Director Expiration of Term Occupation The District maintains two 457 deferred compensation plans for District employees. One plan is with
1 J.Ron Hemig,President December 1,2006 Realtor the International City Management Association. The other plan is with CalPERS. All contributions are made
through payroll deferrals by employees. The District does not make any contributions to these two plans. The
Tim Taylor,Vice President December 5,2008 Engineer Joseph R.Agues December 5,2008 Retired employees make all investment decisions. All of the monies invested belong to the employees.
Patricia S.Sutton December 1,2006 Paving Company Owner The District provides post employment health care to all eligible employees. The cost of post
William L.Thomason December 5,2008 Certified Public Accountant employment health care was$47,508 and$41,810 for 2005 and 2004,respectively,net of retiree contributions.
District Powers The Governmental Accounting Standards Board(GASB)recently published Statement No. 45, requiring
governmental agencies that fund post-employment benefits on a pay-as-you-go basis,such as the District
c The District has broad general powers over the use of water within District boundaries,including the (beginning for the District with fiscal year 2008,to account for and report the outstanding obligations and
right of eminent domain and the authority to acquire,control,distribute,store,spread sink,treat,purify, commitments related to such post-employment benefits in essentially the same manner as for pensions. The
reclaim,process and salvage any water for beneficial use,to provide sewer service,to sell treated or untreated District recently received an analysis from the National Rural Electric Cooperative Association(NRECA)
water,to contract with the United States,other political subdivisions,public utilities,and other persons,and, which estimated the current actuarial present value of total projected benefits with respect to post retirement
I subject to certain constitutional limits,to levy taxes on lands. health benefits at$3,511,800 and that the annual cost of funding the accrued and current benefits would be
approximately$198,800 per year through 2036. Of such amount,approximately half will be allocated to the
Water System.
Employees and Employee Benefits
There are currently 67 full time employees working for the District,of whom 20 are devoted to water Budget Process
€ service, 18 are devoted to electrical service and 29 are devoted to administration and support services. The
majority of employees are members of the International Brotherhood of Electrical Workers,Local 1245(the The operating budget takes the form of a one-year financial plan which is adopted by the Board. The
"IBEW")and are covered by a contract between the District and the IBEW that expires December 31,2006. budgetary process begins each year on or about August 1,with final approval generally occurring in late
The employees of the District have never conducted a strike against the District. December. The fiscal year 2006 budget was approved on February 15,2006. The first draft of the fiscal year
2007 budget is expected to be presented to the Board on October 4,2006. The final fiscal year 2007 budget is
Day-to-day management of the District is delegated to the General Manager(the"General Manager"),
expected to be adopted during December 2006 to take effect on January 1,2007.
Peter L.Holzmeister. Mr.Holzmeister has served as General Manager since April 30,1984.He has a Masters
Degree in Public Administration. Mr. Holzmeister was Assistant Town Manager of Wilmington, District Insurance
Massachusetts from 1974 to 1978 and City Manager of Grove City, Pennsylvania from 1978 to 1984. The District maintains property insurance and boiler and machinery coverage on a replacement cost
Oversight of the Water System of the District is delegated to the Water Utility Director,Raymond Edward basis,currently valued at$32,501,220,for certain risks of physical damage,including flood and earthquake
Taylor. Mr.Taylor has served as Water Utility Director since March 5,1997. He has over thirty-one years of ($5,000,000 sublimit on earthquake coverage),with a deductible of$1,000 for property loss,a deductible of
management experience in utility and public works,operation,maintenance and engineering.Mr.Taylor's $10,000 for boiler and machinery loss,a 2%deductible for flood damage,and a 5%deductible for earthquake
previous work history includes Public Works Director of Los Altos Hills,California.and General Services damage. The District also maintains general and automobile liability insurance with limits of$1,000,000 for
Director(Public Works)of Redwood City,California. each occurrence with no deductible on liability coverage and a$1,000 deductible on auto physical damage.
The District previously sponsored a 401(a)defined contribution plan(the"401(a)Plan")for District The District also carries umbrella liability insurance,with limits of$11,000,000,in excess of the underlying
management and employees and previously sponsored a single employer defined benefit plan for all District general and auto liability insurance.
bargaining unit employees who have at least one year of service. On August 21,2004,the District merged the The District also maintains pollution liability insurance (with limits of $1,000,000 for each
401(a) Plan and the existing pension plans into the California Public Employees' Retirement System public liability insurance(with limits of$1,000,000/$2,000,000 aggregate),employment
("CalPERS"). The Ca1PERS plan is an agent multiple-employer plan administered by CaIPERS,which acts as incident/aggregate),p y'
a common investment and administrative agent for participating public employers within the State. practice liability (with limits of$5,000,000 per offense/aggregate), and crime insurance (with limits of
$500,000 each on employee theft,forgery or alteration,money and securities,computer fraud).
As a result of the merger,401(a)Plan assets of$875,595 were transferred to CalPERS to fund future THE WATER SYSTEM OF THE DISTRICT
benefits for active participants. In addition,$185,000 of the assets of the pension plan were distributed to Water Supply
existing retirees or beneficiaries which satisfied the obligation of the District for future benefit payments to
such retirees and beneficiaries. The remaining pension plan assets of$1,070,252 were transferred to Ca1PERS General. Currently,all of the water the District produces comes from deep drilled wells. These wells
to fund future benefits for active participants. There are no further obligations under the prior 401(a)Plan or the prior pension plan. withdraw from the Martis Valley Aquifer,which is made up of a collection of soils that are approximately
1,000 feet thick. These soils are underlain by impervious bedrock,which acts as a bowl to hold water in the
12 13
DOCSSF/60223v6A)22925-0017 DOCSSF/60223v6i022925-0017
°t
Revenue Pledge described in the prior paragraph. See the caption "CONSTITUTIONAL LIMITATIONS ON
APPROPRIATIONS AND CHARGES"herein for a discussion of certain constitutional provisions which may
All Revenues and all amounts on deposit in the Revenue Fund and the Rate Stabilization Fund are affect the rate setting powers of the District.
irrevocably pledged to the payment of the Installment Payments as provided in the Installment Purchase
Agreement. The Revenues will not be used for any other purpose while any of the Installment Payments Rate Stabilization Fund
remain unpaid;provided that out of the Revenues and amounts on deposit in the Revenue Fund and the Rate
Stabilization Fund there may be apportioned such sums for such purposes as are expressly permitted in the The Installment Purchase Agreement establishes with the District a special fund designated as the
installment Purchase Agreement. Such pledge,together with the pledge created by all other Contracts and Rate Stabilization Fund to be held by the District in trust. The District has covenanted to maintain and to hold
i Bonds(as such terms are defined in Appendix A hereto)constitutes a first lien on Revenues and,subject to the Rate Stabilization Fund separate and apart from other funds so long as any Contracts or Bonds remain
application of amounts on deposit therein as permitted in the Installment Purchase Agreement,the Revenue unpaid. Money transferred by the District from the Revenue Fund to the Rate Stabilization Fund in accordance
Fund,the Rate Stabilization Fund and the other funds and accounts created under the Installment Purchase with the Installment Purchase Agreement will be held in the Rate Stabilization Fund and applied in accordance
Agreement for the payment of the installment Payments and all other Contracts and Bonds(as such terms are with the Installment Purchase Agreement.
defined in the Installment Purchase Agreement)in accordance with the terms of the Installment Purchase
Agreement and of the Trust Agreement. The District may withdraw all or any portion of the amounts on deposit in the Rate Stabilization Fund
and transfer such amounts to the Revenue Fund for application in accordance with the Installment Purchase
The obligation of the District to make the Installment Payments is payable from Net Revenues. Net Agreement or,in the event that all or a portion of the Installment Payments are discharged in accordance with
Revenues means,for any Fiscal Year,the Revenues from such Fiscal Year less Operations and Maintenance the Installment Purchase Agreement, transfer all or any portion of such amounts for application to the
Costs for each Fiscal Year. Revenues include all income,rents,rates,fees,charges and other moneys derived discharge of the Installment Payments.
from the ownership or operation of the Water System, including, without limiting the generality of the
foregoing,all income,rents,rates,fees,charges,business interruption insurance proceeds or other moneys The District does not currently expect to deposit any moneys into the Rate Stabilization Fund upon
derived by the District from the sale,furnishing and supplying of water or other services,facilities,and execution and delivery of the Certificates and does not currently expect to deposit any moneys into the Rate
commodities sold,furnished or supplied through the facilities of or in the conduct or operation of the business Stabilization Fund or withdraw any amounts from the Rate Stabilization Fund during the current or next four
EEE of the Water System,plus the proceeds of any stand-by water availability charges,plus the connection charges fiscal years. See the caption"THE WATER SYSTEM—Projected Operating Results & Debt Service
and facility fees or similar charges related to the Water System,plus the earnings on and income derived from Coverage."
the investment of the amounts described above and on Water System reserves and amounts on deposit in the
Rate Stabilization Fund,but excluding in all cases customer deposits or any other deposits or advances subject Limitations on Parity and Superior Obligations;Subordinate Obligations
to refund until such deposits or advances have become the property of the District,revenues from Donner Lake
Water Assessment District Number 00-1,and any proceeds of taxes restricted by law to be used by the District Obligations Superior to Installment Payments. The District has covenanted in the Installment
to pay bonds hereafter issued. Revenues also include all amounts transferred from the Rate Stabilization Fund Purchase Agreement that the District will not issue evidences of indebtedness or incur other obligations that
to the Revenue Fund during any Fiscal Year in accordance with the Installment Purchase Agreement and shall are payable from or secured by a pledge of and lien on Revenues,any money in the Revenue Fund or any
not include any amounts transferred from the Revenue Fund to the Rate Stabilization Fund during any Fiscal money in the Rate Stabilization Fund superior to the pledge securing the Installment Payments.
Year in accordance with the installment Purchase Agreement.
Obligations on a Parity with the Installment Payments. The District has covenanted in the
THE OBLIGATION OF THE DISTRICT TO PAY INSTALLMENT PAYMENTS DOES NOT Installment Purchase Agreement not to execute any Contracts or issue any Bonds,as the case may be,except
CONSTITUTE AN OBLIGATION OF THE DISTRICT FOR WHICH THE DISTRICT IS OBLIGATED TO in accordance with the following provisions:
LEVY OR PLEDGE ANY FORM OF TAXATION OR FOR WHICH THE DISTRICT HAS LEVIED OR
PLEDGED ANY FORM OF TAXATION. THE OBLIGATION OF THE DISTRICT TO PAY (1) The Net Revenues(not including amounts transferred from the Rate Stabilization
INSTALLMENT PAYMENTS UNDER THE INSTALLMENT PURCHASE AGREEMENT IS A SPECIAL Fund to the Revenue Fund in excess of 25%of Debt Service for such Fiscal Year)for the most recent
OBLIGATION OF THE DISTRICT PAYABLE SOLELY FROM NET REVENUES,AND DOES NOT audited Fiscal Year preceding the date of adoption by the Board of Directors of the District(the
CONSTITUTE A DEBT OR INDEBTEDNESS OF THE DISTRICT,THE STATE OF CALIFORNIA OR "District Board")of the resolution authorizing the issuance of such Bonds or the date of the execution
ANY OF ITS POLITICAL SUBDIVISIONS iN CONTRAVENTION OF ANY CONSTITUTIONAL OR of such Contract,as the case may be,as evidenced by both a calculation prepared by the District and a
STATUTORY DEBT LIMITATION OR RESTRICTION. special report prepared by an Independent Certified Public Accountant or an Independent Financial
a Consultant on such calculation on file with the District,shall have produced a sum equal to at least
Rate Covenant 125%of the Debt Service for such Fiscal Year;and
The District has also covenanted,to the fullest extent permitted by law,to fix,prescribe and collect (2) The Net Revenues(not including amounts transferred from the Rate Stabilization
rates and charges from the Water System which will be at least sufficient to yield during such Fiscal Year Net Fund to the Revenue Fund in excess of 25%of Debt Service for such Fiscal Year)for the most recent
Revenues(not including amounts transferred from the Rate Stabilization Fund to the Revenue Fund in excess audited Fiscal Year preceding the date of execution of such Contract or the date of adoption by the
of 25%of Debt Service for such Fiscal Year)equal to 125%of Debt Service for such Fiscal Year. District Board of the resolution authorizing the issuance of such Bonds,as the case may be,including
adjustments to give effect as of the first day of such Fiscal Year to increases or decreases in rates and
I The District may make adjustments from time to time in such rates and charges and may make such charges for the Water Service approved and in effect as of the date of calculation,as evidenced by a
classifications thereof as it deems necessary,but will not reduce the rates and charges then in effect unless the calculation prepared by the District,shall have produced a sum equal to at least 125%of(x)the Debt
Net Revenues from such reduced rates and charges will at all time be sufficient to meet the requirements Service for such Fiscal Year plus(y)the Debt Service which would have accrued on any Contracts
g 9
DOCSSF/60223v6/022925-0017 DOCSSF/60223v6/02 2925-00 1 7
pavement restoration project("Donner Lake Acquisition and Construction Projects"). The Donner Lake Principal of the Certificates is payable in lawful money of the United States of America upon
Acquisition and Construction Projects are expected to be completed in 2006. The balance of the presentation and surrender thereof at the principal corporate trust office of the Trustee.
reimbursement will be to pay the Land Sales Trust Fund for other Donner Lake projects. The District has
complied with all bidding and environmental requirements on these Donner Lake projects. Prepayment of Certificates
Estimated Sources and Uses of Funds Optional Prepayment. The Certificates with stated maturities on or after November 15,2017'are
subject to optional prepayment prior to their respective stated maturities,as a whole or in part on any date in
The anticipated sources and uses of funds with respect to the Certificates are set forth below. the order of maturity as directed by the District in a written request provided to the Trustee at least 60 days
prior to such date and by lot within each maturity,in integral multiples of$5,000,on or after November 15,
TRUCKEE DONNER PUBLIC UTILITY DISTRICT 2016%from amounts prepaid by the District pursuant to the Installment Purchase Agreement at a prepayment
Refunding Revenue Certificates of Participation price equal to the principal amount of the Certificates to be prepaid,plus accrued interest evidenced and
(Water System Improvement Projects)Series 2006 represented thereby to the date fixed for prepayments without premium.
Estimated Sources and Uses of Funds
Extraordinary Prepayment from Insurance or Eminent Domain Proceeds. The Certificates are
Sources subject to extraordinary prepayment prior to their respective stated maturities,as a whole or in part on any date
Par amount of Certificates $ in the order of maturity as directed by the District in a written request provided to the Trustee at least 45 days
Net Original Issue Premium riot to such date and b lot within each maturity g p prepaid
P y ty in integral multiples of$5,000 from re aid Installment
Distribution Contribution") Payments made by the District from Net Proceeds of insurance or condemnation awards,upon the terms and
Transfers from Funds and Accounts''' conditions of, and as provided for in, the Installment Purchase Agreement and Trust Agreement, at a
TOTAL $ prepayment price equal to the principal amount thereof plus accrued interest evidenced and represented
Uses
thereby to the date fixed for prepayment,without premium.
Deposit to Escrow Fund $ Notice of Prepayment. Notice of prepayment will be mailed, first class postage prepaid, to the
Deposit to Acquisition Fund respective Owners of any Certificates designated for prepayment at their addresses appearing on the Certificate
Deposit to Reserve Fund registration books and to the Information Services and by registered or certified overnight mail to the
Underwriter's Discount Securities Depository at least 30 days but not more than 60 days nor to theprepayment date. Each notice of
Costs of Delivery"' � ry y y' p
prepayment will state the date of notice,the prepayment date,the place or places of prepayment and the
TOTAL $ Prepayment Price,will designate the maturities,CUSIP numbers,if any,and,if less than all of any such
Contribution from the District representing interest land principal]on the Refunded Certificates accrued through October maturity is to be prepaid,the serial numbers of the Certificates of such maturity to be prepaid by giving the
20(X,.
individual number of each Certificate or by stating that all Certificates between two stated numbers,both
''' Transfers from certain funds and accounts created with respect to the Refunded Certificates. inclusive,have been called for prepayment,and in the case of Certificates to be prepaid in part only,the
'" Includes fees for Trustee,legal fees,printing costs,rating agency fees,the Financial Guaranty Insurance Policy premium for respective portions of the principal amount to be prepaid. Each such notice will also state that on said date
the Certificates and other costs of delivery. there will become due and payable on each of said Certificates the Prepayment Price thereof or of said
specified portion of the principal represented thereby in the case of a Certificate to be prepaid in part only,
THE CERTIFICATES together with interest accrued with respect thereto to the prepayment date,and that(provided that moneys for
prepayment have been deposited with the Trustee)from and after such prepayment date interest with respect
Terms of the Certificates thereto will cease to accrue,and will require that such Certificate be then surrendered to the Trustee. Any
defect in the notice of prepayment or the mailing thereof will not affect the validity of the prepayment of any
The Certificates will be executed and delivered in the aggregate principal amount of$ Certificate.
The Certificates will be dated as of the date of delivery thereof and will represent interest from such date at the
rates per annum and will mature on the dates set forth on the inside front cover page of this Official Statement. Partial Prepayment. Upon surrender of any Certificate prepaid in part only,the Trustee will execute
Interest with respect to the Certificates will be computed based on a year consisting of 360 days and twelve and deliver to the Owner thereof,at the expense of the District,a new Certificate or Certificates of authorized
30-day months. Individual purchases will be made in principal amounts of$5,000 and integral multiples denominations equal in aggregate principal amount to the unprepaid portion of the Certificate surrendered and
thereof. of the same interest rate and maturity.
Interest with respect to the Certificates is payable by check or draft of the Trustee mailed by first class DTC and Book-Entry Only System
mail on May 15 and November 15 each year,beginning May 15,2007(each an"Interest Payment Date")to
the respective owners of Certificates("Owners")of record as of the close of business on the first day of the The information under this caption concerning The Depository Trust Company("DTC")and DTC's
calendar month of such Interest Payment Date(the"Record Date")at the addresses shown on the registration book-entry system has been obtained from DTC,and the District,the Trustee,and the Underwriter take no
books,or upon the written request received by the Trustee of an Owner of at least$1,000,000 in aggregate responsibility for its accuracy. See Appendix F—"DTC AND BOOK-ENTRY ONLY SYSTEM"for a
principal amount of the Certificates by wire transfer of immediately available funds to an account in the United
States designated by such Owner prior to the applicable Record Date.
Preliminary,subject to change.
4 5
DOCSSF/60223v6/022925-0017 DOCSSF/60223v6A)22925-0017
TRUCKEE DONNER PUBLIC UTILITY DISTRICT $
VICINITY MAP TRUCKEE DONNER PUBLIC UTILITY DISTRICT
REFUNDING REVENUE CERTIFICATES OF PARTICIPATION
(WATER SYSTEM IMPROVEMENT PROJECTS)SERIES 2006
INTRODUCTION
General. This Official Statement sets forth information concerning the execution and delivery of the
Refunding Revenue Certificates of Participation (Water System Improvement Projects) Series 2006 (the
F "Certificates")to be delivered by The Bank of New York Trust Company,N.A.,as trustee(the"Trustee").
See the caption"THE CERTIFICATES"herein.
Purposes of the Certificates. The Certificates are being executed and delivered to(i)provide funds to
prepay the$8,465,000 outstanding principal amount of Truckee Donner Public Utility District Refunding
Certificates of Participation(Water System Improvement Projects)Series 1996(the"Refunded Certificates"),
(ii)finance capital improvements to the District Water System(as more particularly described under the
caption"THE 2006 PROJECT'(the"2006 Project")),(iii)make a deposit to the Reserve Fund,and(iv)pay
certain costs of delivery.
` Authority for Certificates. The Certificates are executed and delivered under a Trust Agreement,
dated as of September 1,2006(the"Trust Agreement"),by and among the Trustee,the Truckee Donner Public
Utility District (the "District") and Truckee Donner Public Utility District Financing Corporation (the
"Corporation"). The Corporation has assigned to the Trustee,for the benefit of the Owners,the right of the
Corporation to receive and collect the Installment Payments due from the District to the Corporation under the
Installment Purchase Agreement dated as of September 1,2006(the"Installment Purchase Agreement")and
other amounts payable by the District to the Corporation pursuant to the Assignment Agreement dated as of
September 1,2006,by and between the Trustee and the Corporation(the"Assignment Agreement").
Sources of Payment for the Certificates. The Certificates are payable from Installment Payments
payable by the District and amounts on deposit in certain funds and accounts established by the Trust
Agreement. The obligation of the District to make the Installment Payments is a special obligation of the
District payable solely from Net Revenues of the Water System of the District(as such terms are defined in
APPENDIX A —SUMMARY OF PRINCIPAL LEGAL DOCUMENTS). Net Revenues of the Water
System of the District include the Revenues of the Water System less Operation and Maintenance Costs(as
such terms are defined in APPENDIX A—SUMMARY OF PRINCIPAL LEGAL DOCUMENTS). See the
caption"SECURITY FOR THE CERTIFICATES"herein.
The obligation of the District to pay Installment Payments does not constitute an obligation of the
District for which the District is obligated to levy any form of taxation or for which the District has levied any
form of taxation. The obligation of the District to make Installment Payments under the Installment Purchase
Agreement does not constitute a debt or an indebtedness of the District,the State of California(the"State"),or
any of the political subdivisions of the State in contravention of the Constitution or statutes of the State. Under
no circumstances is the District required to advance any moneys derived from any source of income other than
the funds described above,nor are any other funds or property of the District liable for the payment of the
Installment Payments. See the caption"SECURITY FOR THE CERTIFICATES—Revenue Pledge"herein.
Preliminary,subject to change.
I
DOCSSF/60223v6/022925-0017
DOCSSF/60223v6/0 22 92 5-00 1 7
Table of Contents
t
TRUCKEE DONNER PUBLIC UTILITY DISTRICT
Page
BOARDOF DIRECTORS INTRODUCTION.....................................................................................................................................................1
REFUNDINGPLAN................................................................................................................................................2
J.Ron Hemig,President General................................................................................................................................................................I
Tim Taylor,Vice President Verification.........................................................................................................................................................3
JosephR.Aguera THE 2006 PROJECT................................................................................................................................................3
Patricia S.Sutton Estimated Sources and Uses of Funds.................................................................................................................4
William L.Thomason
THECERTIFICATES..............................................................................................................................................4
DISTRICT STAFF Terms of the Certificates.....................................................................................................................................4
Prepaymentof Certificates..................................................................................................................................5
Peter L.Holzmeister,General Manager DTC and Book-Entry Only System.....................................................................................................................5
Mary Chapman,Administrative Services Manager and Treasurer Transfer and Exchange Upon Abandonment of Book-Entry Only System.........................................................6
InstallmentPayments..........................................................................................................................................6
SERVICES SECURITY FOR THE CERTIFICATES.................................................................................................................7
RevenuePledge...................................................................................................................................................8
GeneralCounsel Rate Covenant.....................................................................................................................................................8
] Rate Stabilization Fund.......................................................................................................................................9
Porter Simon Limitations on Parity and Superior Obligations;Subordinate Obligations.........................................................9
lTruckee,California Reserve Fund.....................................................................................................................................................10
SpecialCounsel CERTIFICATE INSURANCE................................................................................................................................1 I
THEDISTRICT......................................................................................................................................................11
Stradling Yocca Carlson&Rauth,A Professional Corporation General..............................................................................................................................................................I I
` San Francisco,California Governance and Management...........................................................................................................................12
DistrictPowers..................................................................................................................................................12
FinancialAdvisor Employees and Employee Benefits...................................................................................................................12
BudgetProcess..................................................................................................................................................13
McDonaldPartners,Inc. District Insurance..............................................................................................................................................13
Alamo,California THE WATER SYSTEM OF THE DISTRICT........................................................................................................13
WaterSupply.....................................................................................................................................................13
TrusteeThe Water System.............................................................................................................................................14
LargestCustomers.............................................................................................................................................17
The Bank of New York Trust Company,N.A. Water System Rates and Charges......................................................................................................................17
Los Angeles,California Future Water System Improvements.................................................................................................................20
Outstanding Water System Indebtedness..........................................................................................................21
Verification Agent Water System Financial Information.................................................................................................................21
Historic Operating Results and Debt Service Coverage....................................................................................21
[TO COME] CONSTITUTIONAL LIMITATIONS ON APPROPRIATIONS AND CHARGES.............................................24
EArticle XIIIB.....................................................................................................................................................24
` Proposition 218.................................................................................................................................................24
FutureInitiatives...............................................................................................................................................26
f
r
DOCSSF/60223v6/022925-00 17 DOCSSF/60223v6K122925-0017
f
i
i
EXHIBIT B
NOTICE OF REDEMPTION
$[
TRUCKEE DONNER PUBLIC UTILITY DISTRICT REFUNDING
CERTIFICATES OF PARTICIPATION(WATER SYSTEM IMPROVEMENT PROJECTS),
SERIES 1996
NOTICE IS HEREBY GIVEN to the owners of the above-captioned Certificates (the
"Certificates")of the Truckee Donner Public Utility District(the"District')pursuant to the Trust
Agreement,dated as of November 1,1996,by and between the District and The Bank of New York
Trust Company,N.A.,as trustee(the"Trustee"),that the Certificates maturing after November 15,
2006(the"Refunded Certificates")in the amount of$ have been called for redemption
on November 15,2006.
Owners of such Refunded Certificates should present and surrender such Refunded
Certificates on the redemption date at the applicable address of the Trustee set forth below:
Hand Delivery Mailing Address
t
k
i
On November 15,2006,the Refunded Certificates will be payable at a prepayment price of
102 percent of the principal amount. From and after November 15,2006 interest with respect to the
Refunded Certificates will cease to accrue.
DATED this day of October—,2006.
Exhibit B-1
DOCSSF/59583v3A)22925-0017 1
DOCSSF/59583 v3/022925-0017
IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed by SCHEDULE A
their duly authorized officers and their seals to be hereunto affixed and attested as of the date first
above written. FEDERAL SECURITIES
TRUCKEE DONNER PUBLIC UTILITY
DISTRICT
k Maturity Type Coupon ParAmount Cost
By:
President
ATTEST:
i
r
Clerk of the Board of the District
E
THE BANK OF NEW YORK TRUST
! COMPANY,N.A.,as Escrow Agent and as
1996 Trustee
By:
Authorized Officer
f
S-1 Schedule A-1
DOCSSF/59583v3/022925-0017 DOCSSF/59583v3/022925-0017
Section 5. Payment of Refunded Certificates. under this Agreement or to sell,transfer or otherwise dispose of the moneys or Federal Securities
(a) Payment. From the maturing principal of the Federal Securities and the held hereunder other than as provided in Section 5 hereof.
investment income and other earnings thereon and other moneys on deposit,the Escrow Agent shall Section 9. Indemnity. The District hereby assumes liability for, and hereby agrees
pay regularly scheduled principal and interest with respect to the Refunded Certificates on (whether or not any of the transactions contemplated hereby are consummated)to indemnify,protect,
November 15, 2006, and to pay on November 15, 2006 the prepayment price of the Refunded save and keep harmless the Escrow Agent and its respective successors,assigns,agents,employees
Certificates maturing after November 15,2006. and servants, from and against any and all liabilities,obligations,losses,damages,penalties,claims,
actions,suits,costs,expenses and disbursements(including reasonable legal fees and disbursements)
t (b) Irrevocable Instructions to Provide Notice. The form of the notices required of whatsoever kind and nature which may be imposed on, incurred by, or asserted against, the
to be mailed pursuant to Section 10.01 and Section 4.03 of the 1996 Trust Agreement are attached Escrow Agent at any time(whether or not also indemnified against the same by the District or any
hereto as Exhibit A and Exhibit B. The District hereby irrevocably instructs the Escrow Agent(i)to other person under any other agreement or instrument,but without double indemnity)in any way
mail a notice to the owners of the Refunded Certificates in accordance with Section 10.01 of the relating to or arising out of the execution, delivery and performance of this Agreement, the
1996 Trust Agreement that an irrevocable deposit has been made with the Escrow Agent,that the establishment hereunder of the Escrow Fund,the acceptance of the funds and securities deposited
Refunded Certificates have been deemed to be paid, all in accordance with the 1996 Trust therein,the purchase of the Federal Securities,the retention of the Federal Securities or the proceeds
Agreement,and that on November 15,2006,sufficient moneys will be available for the payment of thereof and any payment,transfer or other application of moneys or securities by the Escrow Agent
the prepayment price of the Refunded Certificates; and(ii)to mail a notice of redemption of the in accordance with the provisions of this Agreement;provided,however,that the District shall not be
Refunded Certificates in accordance with Section 4.03 of the 1996 Trust Agreement as required to required to indemnify the Escrow Agent against the Escrow Agent's own negligence or misconduct
E provide for the redemption on November 15,2006 of the Refunded Certificates in accordance with or the negligence or misconduct of the Escrow Agent's respective employees or the willful breach by
this Section 5. The Trustee may add such further information to the notices as is necessary and the Escrow Agent of the terms of this Agreement. In no event shall the District or the Escrow Agent
appropriate. be liable to any person by reason of the transactions contemplated hereby other than to each other as
set forth in this Section. The indemnities contained in this Section shall survive the termination of
(c) Unclaimed Moneys. Any moneys which remain unclaimed for two years this Agreement.
after November 15,2006 shall,at the written request of the District,be repaid by the Escrow Agent
to the District. Section 10. Responsibilities of Escrow Agent. The Escrow Agent and its agents and
servants shall not be held to any personal liability whatsoever, in tort, contract, or otherwise, in
(d) Priority of Payments. The owners of the Refunded Certificates shall have a connection with the execution and delivery of this Agreement,the establishment of the Escrow Fund,
first and exclusive lien on all moneys and securities in the Escrow Fund until such moneys and such the acceptance of the moneys or securities deposited therein,the purchase of the Federal Securities,
securities are used and applied as provided in this Agreement. the retention of the Federal Securities or the proceeds thereof, the sufficiency of the Federal
Securities to pay the Refunded Certificates or any payment,transfer or other application of moneys
(e) Termination of Agent
i anon.Escrow
provided in the h in Trust Agreement,upon or obligations by the Escrow Agent in accordance with the provisions of this Agreement or by reason
deposit of moneys with the Escrow Agent in the Escrow Fund as set forth in Section 1 hereof and the
purchase of the various Federal Securities as provided in Section 2 hereof,the obligations created by of any non-negligent act,non-negligent omission or non-negligent error of the Escrow Agent made ingood faith in the conduct of its duties. The recitals of fact contained in the"Whereas"clauses herein the 1996 Trust Agreement with respect to the Refunded Certificates shall thereupon cease,terminate, shall be taken as the statements of the District,and the Escrow Agent assumes no responsibility for become void and be completely discharged and satisfied. the correctness thereof. The Escrow Agent makes no representation as to the sufficiency of the
Federal Securities to accomplish the refunding of the Refunded Certificates or to the validity of this
Section 6. Application of Certain Terms of the 1996 Trust Agreement. All of the terms of the 1996 Trust Agreement relating to the making of payments of principal and interest with Agreement as to the District and,except as otherwise provided herein,the Escrow Agent shall incur
no liability in respect thereof. The Escrow Agent shall not be liable in connection with the
respect to the Refunded Certificates are incorporated in this Agreement as if set forth in full herein. performance of its duties under this Agreement except for its own negligence,misconduct or default,
The procedures set forth in Sections 8.03 of the 1996 Trust Agreement relating to the resignation and and the duties and obligations of the Escrow Agent shall be determined by the express provisions of
removal and merger of the 1996 Trustee are also incorporated in this Agreement as if set forth in full this Agreement. The Escrow Agent may consult with counsel,who may or may not be counsel to
Escrow Agent hereunder.herein and shall the procedures to be followed with respect to any resignation or removal of the the District,and in reliance upon the written opinion of such counsel shall have full and complete
authorization and protection in respect of any action taken,suffered or omitted by it in good faith in
Section 7. Performance of Duties. The Escrow Agent agrees to perform only the duties accordance therewith. Whenever the Escrow Agent shall deem it necessary or desirable that a matter
set forth herein and shall have no responsibility to take any action or omit to take any action not set be proved or established prior to taking,suffering,or omitting any action under this Agreement,such
forth herein. matter may be deemed to be conclusively established by a certificate signed by an officer of the
District.
Section 8. Escrow Agent's Authority to Make Investments. Except as provided in Section 11. Amendments. This Agreement is made for the benefit of the District and the
Sections 2,3 and 4 hereof,the Escrow Agent shall have no power or duty to invest any funds held owners from time to time of the various Refunded Certificates and it shall not be repealed,revoked,
3
DOCSSF/59583v3/022925-0017 DOCSSF/59583v3/022925-0017 4
t
TABLE OF CONTENTS TABLE OF CONTENTS
(continued)
Page (continued)
Page
ARTICLE V ARTICLE VIII
INSTALLMENT PAYMENTS THE TRUSTEE
f Section 5.1. Pledge and Deposit of Installment Payments...........................................................15 Section 8.1. Employment of Trustee............................................................................................26
Section 5.2. Certificate Payment Fund.........................................................................................15 Section 8.2. Acceptance of Employment.....................................................................................26
Section 5.3. Investment of Moneys in Special Funds..................................................................16 Section 8.3. Trustee: Duties,Removal and Resignation.............................................................27
Section 5.4. Reserve Fund...........................................................................................................17 Section 8.4. Compensation of the Trustee...................................................................................27
Section 5.5. Pledge of Moneys in Funds......................................................................................18 Section 8.5. Protection of the Trustee..........................................................................................27
Section 5.6. Rebate Fund.............................................................................................................28 Section 8.6. Merger or Consolidation..........................................................................................29
Section 5.7. Payments Under the Bond Insurance Policy............................................................ 0
ARTICLE IX
ARTICLE VI
COVENANTS AMENDMENT OF TRUST AGREEMENT
Section 9.1. Amendments Permitted............................................................................................30
Section 6.1. Corporation and District to Perform Under Installment Purchase Agreement........20 Section 9.2. Endorsement or Replacement of Certificates After Amendment or
Section6.2. Budgets....................................................................................................................20 Supplement..............................................................................................................31
I Section 6.3. Tax Covenants.........................................................................................................20 Section 9.3. Amendment of Particular Certificates......................................................................31
Section 6.4. Accounting Records and Reports.............................................................................21
Section 6.5. Compliance with Trust Agreement..........................................................................21 ARTICLE X
3 Section 6.6. Observance of Laws and Regulations......................................................................21
Section 6.7. Compliance with Contracts......................................................................................22 DEFEASANCE
Section 6.8. Prosecution and Defense of Suits.............................................................................22
Section 6.9. Recordation and Filing.................................. ....................................................22 Section 10.1. Discharge of Trust Agreement.................................................................................31
Section 6.10. Eminent Domain...................................................................................................... Section 10.2. Deposit of Money or Securities with Trustee..........................................................32
I Section 6.11. Further Assurances...................................................................................................23 Section 10.3. Unclaimed Moneys .........................32
ARTICLE VII ARTICLE XI
DEFAULT AND LIMITATION OF LIABILITY MISCELLANEOUS
Section 7.1. Notice of Non-Payment...........................................................................................23 Section 11.1. Benefits of Trust Agreement Limited to Parties......................................................33
Section 7.2. Action on Default or Termination............................................................................23 Section 11.2. Successor Deemed Included in all References to Predecessor................................33
Section 7.3. Other Remedies of the Trustee.................................................................................23 Section 11.3. Execution of Documents by Owners.......................................................................33
` Section 7.4. Non-Waiver................ Section 11.4. Disqualified Certificates .33
.....................
E Section 7.5. Remedies Not Exclusive..........................................................................................24 Section 11.5. Waiver of Personal Liability...............
.....................................................................34
Section 7.6. No Obligation by the District to Owners.................................................................24 Section 11.6. Acquisition of Certificates by the District;Destruction of Certificates...................34
Section 7.7. Trustee Appointed Agent for Certificate-owners: Direction of Proceedings..........24 Section 11.7. Issuance of Additional Certificates..........................................................................34
Section 7.8. Power of Trustee to Control Proceedings................................................................25 Section 11.8. Headings..................................................................................................................34
Section 7.9. Limitation on Certificate-Owners'Right to Sue......................................................25 Section 11.9. Funds and Accounts............................................... ...................34
Section 7.10. No Obligation with Respect to Performance by Trustee.........................................25 Section IL 10. Partial Invalidity.......................................................................................................34
Section 7.11. No Liability to Owners for Payment........................................................................26 Section 11.11. California Law.........................................................................................................35
Section 7.12. No Responsibility for Sufficiency............................................................................26 Section 11.12. Notices.....................................................................................................................35
Section 7.13. Indemnification of Trustee.......................................................................................26 Section 11.13. Execution in Counterparts........................................................................................35
Section 11.14. Bond Insurer to be Deemed Owner: Rights of the Bond Insurer............................35
ii iii
DOCSSF/59525v5A)22925-0017 DOCSSF/59525v5/022925-00 17
(3) to make such other amendments or modifications as may be in the best interests of STATEMENT OF INSURANCE
the registered owners of the Certificates.
Notwithstanding anything contained in the Trust Agreement,for certain purposes thereunder ]TO COME]
and so long as the Bond Insurance Policy is in full force and effect,the Bond Insurer shall be deemed
to be the owner of all Certificates for purposes of exercising any voting right or privilege or giving
any consent or direction or taking certain other actions pursuant to the Trust Agreement.
Upon acceleration, the Installment Payments and the Certificates shall become due and
payable immediately from the sources described in the Installment Purchase Agreement and the Trust
Agreement,respectively.
The Trustee has no obligation or liability to the registered owners of the Certificates for the
payment of interest,principal or prepayment premium,if any,with respect to the Certificates out of
the Trustee's own funds;the Trustee's sole obligations are those described in the Trust Agreement.
The recitals of facts herein shall be taken as statements of the District and the Corporation and the
Trustee does not have any responsibility for the accuracy thereof.
The District has certified that all acts,conditions and things required by the Constitution and
statutes of the State of California and the Trust Agreement to exist,to have happened and to have
been performed precedent to and in the delivery of this Certificate,do exist,have happened and have
been performed in due time,form and manner as required by law.
r
f IN WITNESS WHEREOF,this Certificate has been executed by the manual signature of an
authorized signatory of the Trustee,all as of the date set forth below.
i
Execution date: THE BANK OF NEW YORK TRUST
COMPANY,N.A.,as Trustee
By
Authorized Signatory
DOCSSF/59525v5A)22925-0017 A-5 DOCSSF/59525v5A)22 92 5-00 17 A-6
r
EXHIBIT A exchange for this Certificate surrendered for transfer or exchange shall represent interest from the
last date to which interest has been paid in full or duly provided for with respect to this Certificate,
(FORM OF CERTIFICATE OF PARTICIPATION] or,if no interest has been paid or duly provided for with respect to this Certificate,from the Dated
Date.
TRUCKEE DONNER PUBLIC UTILITY DISTRICT Interest with respect to this Certificate shall be paid on May 15 and November 15 in each
l REFUNDING REVENUE CERTIFICATE OF PARTICIPATION year,commencing May 15,2007(each,an"Interest Payment Date"),and continuing to and including
(WATER SYSTEM IMPROVEMENT PROJECTS), the Certificate Payment Date or the date of prior prepayment hereof,whichever is earlier.Interest
SERIES 2006 with respect to this Certificate shall be calculated on the basis of a 360-day year of twelve 30-day
months.The principal with respect hereto and prepayment premiums,if any,are payable in lawful
Evidencing an Interest of the Owner Hereof money of the United States of America upon presentation and surrender at the principal corporate
in Installment Payments to be Made by the trust office of the Trustee in Los Angeles,California or such other office as the Trustee may from
time to time designate in writing to the District,the Corporation and the Registered Owners(the
TRUCKEE DONNER PUBLIC UTILITY DISTRICT "Principal Corporate Trust Office"). Interest with respect hereto is payable by check or draft of the
Trustee mailed by first class mail on each Interest Payment Date to the Registered Owner hereof as
of the close of business on the fifteenth day of the calendar month prior to such Interest Payment
CERTIFICATE Date(the"Record Dates")at the address shown on the books maintained by the Trustee or,upon the
INTEREST PAYMENT DATED written request received by the Trustee of an Owner of at least$1,000,000 in aggregate principal
RATE: DATE DATE CUSIP amount of Certificates,by wire transfer of immediately available funds to an account in the United
% November 15 2006 [ ] States designated by such Owner prior to the applicable Record Date,except,in each case that,if and
to the extent that there is a default in the payment of the interest due on such Interest Payment Date,
such defaulted interest shall be paid to the owner in whose name this Certificate is registered at the
REGISTERED OWNER: CEDE&CO. close of business on a special record date as determined by the Trustee.
k
PRINCIPAL AMOUNT: DOLLARS This Certificate has been executed by the Trustee pursuant to the terms of the Trust
Agreement.Copies of the Trust Agreement and the Installment Purchase Agreement are on file at the
THIS IS TO CERTIFY that the Registered Owner(specified above)of this Certificate of corporate trust office of the Trustee in Los Angeles,California,and reference is made to the Trust
Participation(herein called the"Certificate')is the owner of an undivided interest in the right to Agreement and the Installment Purchase Agreement and any and all amendments thereto for a
receive certain Installment Payments (as that term is defined in the Trust Agreement hereinafter description of the pledges and covenants securing the Certificates,the nature,extent and manner of
mentioned) under that certain Installment Purchase Agreement (the "Installment Purchase enforcement of such pledges,the rights and remedies of the registered owners of the Certificates with
Agreement"),dated as of September 1,2006,by and between Truckee Donner Public Utility District respect thereto and the other terms and conditions upon which the Certificates are delivered
Financing Corporation (the "Corporation') and the Truckee Donner Public Utility District (the thereunder.
"District"). The Installment Payments to be made thereunder have been assigned to The Bank of
New York Trust Company,N.A.,as trustee(the"Trustee'),having a corporate trust office in Los The Certificates are payable from Installment Payments payable by the District and other
Angeles,California. The Trustee has executed and delivered$[ ] aggregate principal amounts on deposit in certain funds and accounts held under the Trust Agreement,including but not
amount of Certificates. limited to the Reserve Fund and the Rate Stabilization Fund, all in accordance therewith. All
Revenues and all amounts on deposit in the Revenue Fund and the Rate Stabilization Fund(as such
The Registered Owner of this Certificate is entitled to receive, subject to the terms of the terms are defined in the Installment Purchase Agreement)are irrevocably pledged to the payment of
Installment Purchase Agreement and the Trust Agreement,dated as of September 1,2006,by and the Installment Payments and the Revenues shall not be used for any other purpose while any of the
t among the Trustee, the Corporation and the District (the"Trust Agreement") on the Certificate Installment Payments remain unpaid;provided that out of Revenues and amounts on deposit in the
Payment Date(specified above)the Principal Amount(specified above)representing a portion of the Revenue Fund and the Rate Stabilization Fund there may be apportioned such sums for such
Installment Payments designated as principal coming due on the Certificate Payment Date,and to purposes as are expressly permitted in the Installment Purchase Agreement. This pledge,together
receive an interest component on such principal component at the interest rate per annum specified with all other Contracts and Bonds (as such terms are defined in the Installment Purchase
above,from the Interest Payment Date(as hereinafter defined)preceding the date of execution hereof Agreement)constitutes a lien on Revenues,subject to application of Revenues and all amounts on
by the Trustee,unless such date of execution is after a Record Date(as hereinafter defined)and on or deposit in the Revenue Fund as permitted in the Installment Purchase Agreement,and the Revenue
before the succeeding Interest Payment Date, in which case interest shall be payable from such Fund for the payment of the Installment Payments and all other Contracts and Bonds in accordance
Interest Payment Date,or unless such date of execution is on or before the first Record Date,in with the terms of the Installment Purchase Agreement and of the Trust Agreement. The obligation of
which case interest shall be payable from the Dated Date;provided,however,that if,as shown by the the District to make Installment Payments is a special obligation of the District payable solely from
records of the Trustee,interest represented by this Certificate is in default,Certificates executed in Net Revenues(as defined in the Installment Purchase Agreement)and other funds described in the
A-1 A-2
DOCSSF/59525v5d)22925-11017 DOCSSF/59525v5/022925-0017
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E
yF}
P
The Trustee may adopt appropriate regulations to require each Owner of Certificates,before sentences,clauses or phrases hereof or the application thereof to any person or circumstances may be
his consent provided for in this Agreement shall be deemed effective,to reveal if the Certificates as held to be unconstitutional,unenforceable or invalid.
to which such consent is given are disqualified as provided in this Section.
Section 11.11. California Law. THIS AGREEMENT SHALL BE CONSTRUED AND
Section 11.5. Waiver of Personal Liability. No director,officer or employee of the District GOVERNED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA.
or the Corporation shall be individually or personally liable for the payment of the interest,principal
or the prepayment premiums,if any,represented by the Certificates,but nothing contained herein Section 11.12. Notices. All written notices to be given under this Agreement to the parties
shall relieve any director,officer or employee of the District or Corporation from the performance of hereto shall be given by mail or personal delivery to the party entitled thereto at its address set forth
any official duty provided by any applicable provisions of law or by the Installment Purchase below,or at such address as the party may provide to the other parties in writing from time to time.
Agreement or hereby.
If to the District: P.O.Box 309
Section 11.6. Acquisition of Certificates by the District Destruction of Certificates. All 11570 Donner Pass Road
Certificates acquired by the District,whether by purchase or gift or otherwise shall be surrendered to Truckee,CA 96160
the Trustee for cancellation.Whenever in this Agreement provision is made for the cancellation by Attention: General Manager
the Trustee of any Certificates,the Trustee shall destroy such Certificates and upon written request
deliver a certificate of such destruction to the District. If to the Corporation: P.O.Box 309
11570 Donner Pass Road
Section 11.7. Issuance of Additional Certificates. In connection with the issuance of Truckee,CA 96160
additional Certificates under the Agreement,the District shall deliver to Bond Insurer a copy of the Attention: President
disclosure document,if any,circulated with respect to such additional Certificates.
If to the Trustee: 700 South Flower Street,Suite 500
Section 11.8. Headings. Headings preceding the text of the several Articles and Sections Los Angeles,CA 90017
hereof,and the table of contents,are solely for convenience of reference and shall not constitute a Attention: Corporate Trust Department
part of this Agreement or affect its meaning,construction or effect.
If to the Bond Insurer: [
All references herein to "Articles," "Sections" and other subdivisions are to the
corresponding Articles, Sections or subdivisions of this Agreement; and the words "herein,"
"hereof,""hereunder"and other words of similar import refer to this Agreement as a whole and not Attention:
to any particular Article,Section or subdivision hereof.
Section 11.13. Execution in Counterparts. This Agreement may be executed in several
Section 11.9. Funds and Accounts. Any fund required by this Agreement to be established counterparts,each of which shall be deemed an original,and all of which shall constitute but one and
and maintained by the Trustee may be established and maintained in the accounting records of the the same instrument.
Trustee either as a fund or an account,and may,for the purposes of such records,any audits thereof
and any reports or statements with respect thereto,be treated either as a fund or as an account;but all Section l l.14. Bond Insurer to be Deemed Owner: Rights of the Bond Insurer.
such records with respect to all such funds shall at all times be maintained in accordance with sound
industry practices and with due regard for the protection of the security of the Certificates and the (a) Notwithstanding any provision of this Agreement to the contrary,the Bond
rights of every Owner thereof. Insurer shall be deemed the sole Owner of the Outstanding Certificates for the purpose of exercising
any voting right or privilege or giving any consent or direction or taking any other action that the
Section 11.10. Partial Invalidity. If any one or more of the agreements, conditions, Owners are entitled to take pursuant to Article V and Article Vill of this Agreement or the
covenants or terns required herein to be observed or performed by or on the part of the District,the Installment Purchase Agreement, and no amendment or supplement to the Agreement or the
Corporation or the Trustee shall be contrary to law, then such agreement or agreements, such Installment Purchase Agreement may become effective except upon obtaining the prior written
condition or conditions,such covenant or covenants or such term or terms shall be null and void and consent of the Bond Insurer; provided,however, that the rights of the Bond Insurer to direct or
shall be deemed separable from the remaining agreements,conditions,covenants and terms hereof consent to District,Trustee or Certificate Owner actions under the Installment Purchase Agreement
and shall in no way affect the validity hereof or of the Certificates,and the Owners shall retain all the shall be suspended during any period in which the Bond Insurer is in default in its payment
benefit, protection and security afforded to them under any applicable provisions of law. The obligations under the Bond Insurance Policy(except to the extent of amounts previously paid by the
District, the Corporation and the Trustee hereby declare that they would have executed this Bond Insurer and due and owing to the Bond Insurer)and shall be of no force or effect in the event
Agreement,and each and every other article,section,paragraph,subdivision,sentence,clause and the Bond Insurance Policy is no longer in effect or the Bond Insurer asserts that the Bond Insurance
phrase hereof and would have authorized the execution and delivery of the Certificates pursuant Policy is not in effect or the Bond Insurer shall have provided written notice that it waives such
hereto irrespective of the fact that any one or more articles, sections, paragraphs, subdivisions, rights.
34 35
DOCSSF/59525v5/022925-0017 DOCSSF/59525v5/02 292 5-00 1 7
ARTICLE IX Section 9.2. Endorsement or Replacement of Certificates After Amendment or
Supplement. After the effective date of any action taken as hereinabove provided,the Trustee may
AMENDMENT OF TRUST AGREEMENT determine that the Certificates may bear a notation by endorsement in form approved by the Trustee
as to such action,and in that case upon demand of the Trustee to the Owner of any Outstanding
Section 9.1. Amendments Permitted. Certificate and presentation of such Owner's Certificate for such purpose at the principal corporate
trust office of the Trustee a suitable notation as to such action shall be made on such Certificate. If
(a) This Agreement and the rights and obligations of the District and of the the Trustee shall so determine,new Certificates so modified as in the opinion of the Trustee shall be
Owners of the Certificates and of the Trustee may be modified or amended at any time by an necessary to conform to such action shall be prepared,and in that case upon demand of the Trustee to
amendment hereto which shall become binding when the written consents of the Owners of a the Owner of any Outstanding Certificates such new Certificates shall be exchanged at the principal
majority in aggregate principal amount of the Certificates then Outstanding,exclusive of Certificates corporate trust office of the Trustee without cost to each Owner for Certificates then Outstanding
disqualified as provided in Section 11.4 hereof, shall have been filed, together with the written upon surrender of such Outstanding Certificates.
consent of the Bond Insurer so long as the Bond Insurance Policy is in full force and effect,provided,
however, that no such modification or amendment shall (1)extend the stated maturities of the Section 9.3. Amendment of Particular Certificates. The provisions of this article shall not
Certificates, or reduce the rate of interest or yields-to-maturity, as the case may be, represented prevent any Owner from accepting any amendments to the particular Certificates held by him,
thereby,or extend the time of payment of interest,or reduce the amount of principal represented provided that due notation thereof is made on such Certificates.
thereby, or reduce any premium payable on the prepayment thereof, without the consent of the
Owner of each Certificate so affected, or (2)reduce the aforesaid percentage of Owners of ARTICLE X
Certificates whose consent is required for the execution of any amendment or modification of this
1 Agreement,or(3)modify any of the rights or obligations of the Trustee or the Corporation without DEFEASANCE
its written consent thereto.
i Section 10.1. Discharge of Trust Agreement. When the obligations of the District under the
i (b) This Agreement and the rights and obligations of the Corporation and the Installment Purchase Agreement shall cease pursuant to Article IX of the Installment Purchase
District and of the Owners of the Certificates may also be modified or amended at any time by an Agreement(except for the right of the Trustee and the obligation of the District to have the money
amendment hereto which shall become binding upon adoption,without the consent of the Owners of and Permitted Investments mentioned therein applied to the payment of Installment Payments as
any Certificates but with the written consent of the Bond Insurer so long as the Bond Insurance therein set forth and the obligation to apply moneys on deposit in the Rebate Fund as provided in
Policy is in full force and effect,but only to the extent permitted by law and only for any one or more Section 5.6 herein),then and in that case the obligations created by this Agreement shall thereupon
of the following purposes— cease,terminate and become void except for the obligation of the District to direct the Trustee to
apply money on deposit in the Rebate Fund as provided herein which shall continue until such
(i) to add to the covenants and agreements of the Corporation or the moneys are so applied and the right of the Owners to have applied and the obligation of the Trustee
District contained in this Agreement other covenants and agreements thereafter to be observed or to to apply such moneys and Permitted Investments to the payment of the Certificates as herein set
surrender any right or power herein reserved to or conferred upon the Corporation or the District,and forth,and subject to application of moneys on deposit in the Rebate Fund as provided in Section 5.6,
which shall not adversely affect the interests of the Owners of the Certificates; the Trustee shall turn over to the District,after provision for payment of amounts due the Trustee and
the Bond Insurer hereunder, as an overpayment of Installment Payments, any surplus in the
(ii) to cure,correct or supplement any ambiguous or defective provision Certificate Payment Fund and all balances remaining in any other funds or accounts other than
contained in this Agreement or in regard to questions arising under this Agreement, as the moneys and Permitted Investments held for the payment of the Certificates at maturity or on
Corporation or the District may deem necessary or desirable and which shall not adversely affect the prepayment,which moneys and Permitted Investments shall continue to be held by the Trustee in
interests of the Owners of the Certificates;and trust for the benefit of the Owners and shall be applied by the Trustee to the payment,when due,of
the principal or interest and premium,if any,represented by the Certificates,and after such payment,
(iii) to make such other amendments or modifications as may be in the this Agreement shall become void.
best interests of the Owners of the Certificates.
I
l If moneys or securities described in clause(a)of the definition of Permitted Investments are
The Bond Insurer shall be provided by the District with a full original transcript of all deposited with and held by the Trustee as hereinabove provided,the Trustee shall within thirty(30)
proceedings relating to the amendment of or supplement to this Agreement pursuant to this days after such moneys or Permitted Investments shall have been deposited with it,mail a notice,
Section 9.1. first class postage prepaid,to the Owners at the addresses listed on the registration books kept by the
The Trustee shall promptly upon execution and delivery of any amendment pursuant to Trustee pursuant to Section 2.8,setting forth(a)the date fixed for prepayment of the Certificates,
clause(b)above send by first class mail a copy of such amendment to the Bond Insurer. (b)a description of the moneys or securities described in clause(a)of the definition of Permitted
Investments so held by it,and(c)that this Agreement has been released in accordance with the
provisions of this Section.
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DOCSSF/59525v5/022925-0017 DOCSSF/59525v5/022925-0017
I
Section 7.11. No Liability to Owners for Payment. The Corporation shall not have any Section 8.3. _Trustee: Duties,Removal and Resignation. By executing and delivering this
obligation or liability to the Owners of the Certificates with respect to the payment of the Installment Agreement,the Trustee accepts the duties and obligations of the Trustee provided in this Agreement,
Payments by the District when due,or with respect to the performance by the District of any other but only upon the terms and conditions set forth in this Agreement.
covenant made by it in the Installment Purchase Agreement or herein. Except as provided in this
Agreement,the Trustee shall not have any obligation or liability to the Owners of the Certificates The District may, by written request to the Trustee, remove the Trustee and appoint a
with respect to the payment of the Installment Payments by the District when due,or with respect to successor Trustee;provided however,that if the District is in default under the Installment Purchase
the performance by the District of any other covenant made by it in the Installment Purchase Agreement,the Owners of a majority in aggregate principal amount of all Certificates Outstanding
€ Agreement or herein. may,by written request to the Trustee,remove the Trustee and appoint a successor Trustee. Any
such successor shall be a bank or trust company doing business and having a corporate trust office in
Section 7.12. No Responsibility for Sufficiency. The Trustee shall not be responsible for California,which has(or the parent holding company of which has)a combined capital(exclusive of
the sufficiency of this Agreement,the Installment Purchase Agreement,or of the assignment made to borrowed capital) and surplus of at least twenty million dollars ($20,000,000) and subject to
it by the Assignment Agreement of rights to receive Installment Payments pursuant to the Installment supervision or examination by federal or state authorities. if such bank or trust company publishes a
Purchase Agreement,or the value of or title to the Project. The Trustee shall not be responsible or report of condition at least annually,pursuant to law or to the requirements of any supervising or
liable for selection or liquidation of investments or any loss suffered in connection with any examining authority above referred to,then for the purposes of this Section the combined capital and
investment of funds made by it under the terms of and in accordance with this Agreement. surplus of such bank or trust company shall be deemed to be its combined capital and surplus as set
forth in its most recent report of condition so published.
Section 7.13. Indemnification of Trustee. The District shall indemnify the Trustee
(including all of its employees,officers and directors)and hold it harmless against any loss,liability, The Trustee may at any time resign by giving written notice to the District and the Bond
expenses or advances,including but not limited to fees and expenses of counsel and other experts, Insurer and by giving to the Certificate Owners notice of such resignation by mail at the addresses
incurred or made without negligence or willful misconduct on the part of the Trustee, (i)in the shown on the registration books maintained by the Trustee. Upon receiving such notice of
exercise and performance of any of the powers and duties hereunder or under the Installment resignation, the District shall promptly appoint a successor Trustee by an instnument in writing;
Purchase Agreement by the Trustee,(ii)relating to or arising out of the Project,or the conditions, provided,however,that in the event that the District does not appoint a successor Trustee within
occupancy, use, possession, conduct or management of, or work done in or about, or from the thirty(30)days following receipt of such notice of resignation, the resigning Trustee may at the
planning, design, acquisition, installation or construction of the Project or any part thereof, or expense of the District petition the appropriate court having jurisdiction to appoint a successor
I (iii)arising out of or relating to any untrue statement or alleged untrue statement of any material fact Trustee. Any resignation or removal of the Trustee and appointment of a successor Trustee shall
or omission or alleged omission to state a material fact necessary to make the statements made,in become effective upon written acceptance of appointment by the successor Trustee and upon written
light of the circumstances under which they were made,not misleading in any official statement or approval of the Bond Insurer.
other offering circular utilized in connection with the sale of the Certificates,including the costs and
expenses of defending itself against any claim of liability arising under this Agreement. Such Section 8.4. Compensation of the Trustee. The District shall from time to time,subject to
indemnity shall survive payment of the Certificates and discharge of this Agreement or resignation or any agreement in effect with the Trustee,pay to the Trustee reasonable compensation for its services
removal of the Trustee. and shall reimburse the Trustee(including all of its employees,officers and directors)for all its
advances and expenditures, including but not limited to advances to and fees and expenses of
ARTICLE VIII independent appraisers, accountants, consultants, counsel, agents and attorneys-at-law or other
experts employed by it in the exercise and performance of its powers and duties hereunder. Such
THE TRUSTEE compensation and reimbursement shall be paid by the District;provided,however,that the Trustee
Section 8.1. Employment of Trustee. In consideration of the recitals hereinabove set forth
shall not otherwise have any claims,except in accordance with Section 7.13 hereof and Section 8.2
of the Installment Purchase Agreement,or lien for payment of compensation for its services against
and for other valuable consideration,the District hereby agrees to employ the Trustee to receive, any other moneys held by it in the funds or accounts established hereunder but may take whatever
hold,invest and disburse the moneys received pursuant to the Installment Purchase Agreement for legal actions are lawfully available to it directly against the District. The obligations of the District
credit to the various funds and accounts established by this Agreement; to execute, deliver and under this Section shall survive resignation or removal of the Trustee and payment of the Certificates
transfer the Certificates; and to apply and disburse the Installment Payments received from the and discharge of this Agreement.
District to the Owners of Certificates;and to perform certain other functions;all as herein provided
and subject to the terms and conditions of this Agreement. Section 8.5. Protection of the Trustee. The Trustee shall be protected and shall incur no
f liability whatsoever in acting or refraining from acting or proceeding in good faith upon any
G Section 8.2. Acceptance of Employment. In consideration of the compensation herein resolution,notice,telegram,request,consent,waiver,certificate,statement,affidavit,voucher,bond,
provided for, the Tnistee accepts the employment above referred to subject to the terms and requisition or other paper or document which it shall in good faith believe to be genuine and to have
conditions of this Agreement. been adopted,executed or delivered by the proper party or pursuant to any of the provisions of this
Agreement,and the Trustee shall be under no duty to make any investigation or inquiry as to any
statements contained or matters referred to in any such instrument,but may accept and rely upon the
D0CSSF/59525v5M22925-00 17 26 DOCSSF/595250/022925-M17 27
t
contracts,rights and franchises shall be maintained and preserved,and shall not become abandoned, District,from time to time with respect to the above described actions so long as the District shall
forfeited or in any manner impaired. supply said recording or filing instruments.
Section 6.7. Compliance with Contracts. The District shall comply with the terms, Section 6.10. Eminent Domain. If all or any part of the Project shall betaken by eminent
covenants and provisions, express or implied, of all contracts for the use of the Project by the domain proceedings (or sold to a person or entity threatening to exercise the power of eminent
District,and all other contracts and agreements affecting or involving the Project to the extent that domain),the Net Proceeds therefrom shall be applied in the manner specified in Section 6.15 of the
the District is a party thereto. Installment Purchase Agreement.
t
r Section 6.8. Prosecution and Defense of Suits. The District shall promptly,upon request Section 6.11. Further Assurances. Whenever and so often as requested so to do by the
of the Trustee or any Certificate Owner,from time to time take such action as may be necessary or Trustee or any Certificate Owner,the Corporation and the District will promptly execute and deliver
proper to remedy or cure any defect in or cloud upon the title to the Water System or any part or cause to be executed and delivered all such other and further instruments, documents or
thereof, whether now existing or hereafter developing, shall prosecute all such suits, actions and assurances, and promptly do or cause to be done all such other and further things, as may be
other proceedings as may be appropriate for such purpose and shall indemnify and save the Trustee necessary or reasonably required in order to further and more fully vest in the Trustee and the
(including all of its employees,officers and directors),the Corporation and every Certificate Owner Certificate Owners all rights, interest, powers, benefits, privileges and advantages conferred or
harmless from all loss,cost,damage and expense,including attorneys' fees,which they or any of intended to be conferred upon them by this Agreement.
them may incur by reason of any such defect,cloud,suit,action or proceeding.
ARTICLE VII
The District shall defend against every suit,action or proceeding at any time brought against
the Trustee(including all of its employees,officers and directors)or the Corporation upon any claim DEFAULT AND LIMITATION OF LIABILITY
r arising out of the receipt, application or disbursement of any of the Installment Payments or
involving the rights of the Trustee or the Corporation under this Agreement; provided that the Section 7.1. Notice of Non-Payment. In the event of delinquency in the payment of any
Trustee or the Corporation at such party's election may appear in and defend any such suit,action or Installment Payments due by the District pursuant to the Installment Purchase Agreement, the
t proceeding. The District shall indemnify and hold harmless the Trustee or the Corporation against Trustee shall, after one business day following the date upon which such delinquent Installment
any and all liability claimed or asserted by any person,arising out of such receipt,application or Payment was due,as soon as practicable give written notice of the delinquency and the amount of the
disbursement,and shall indemnify and hold harmless the Trustee against any attorneys'fees or other delinquency to the District,the Corporation and the Bond Insurer.
expenses which the Trustee may incur in connection with any litigation(including pre litigation
activities)to which it may become a party by reason of serving as Trustee under this Agreement; Section 7.2. Action on Default or Termination. Upon the occurrence of an Event of
provided that such indemnification shall not be required in the event that the liability claimed or Default(as that term is defined in the Installment Purchase Agreement),which event shall constitute
asserted is a result of the gross negligence or willful misconduct of the Trustee.The District shall a default hereunder, and in each and every such case during the continuance of such Event of
promptly reimburse the Corporation or Trustee in the full amount of any attorneys' fees or other Default, the Trustee or the Owners of not less than a majority in aggregate principal amount of
expenses which the Corporation or the Trustee may incur in litigation or otherwise in order to Certificates at the time Outstanding shall be entitled with the written consent of the Bond Insurer so
enforce such party's rights under this Agreement or the Certificates,provided that such litigation long as the Bond Insurance Policy is in full force and effect,upon notice in writing to the District,to
shall be concluded favorably to such party's contentions therein. exercise the remedies provided to the Corporation in the Installment Purchase Agreement.
Section 6.9. Recordation and Filin¢. The Trustee,upon written direction of the District, Upon declaration of the entire principal amount of the unpaid Installment Payments and the
shall record, register, file, renew, refile and re-record all such documents, including financing accrued interest thereon to be due and payable immediately and provided such declaration is not
statements,as may be required by law in order to maintain a security interest in this Agreement and rescinded or annulled,all in accordance with Section 8.1 of the Installment Purchase Agreement,the
the Assignment Agreement,all in such manner,at such times and in such places as may be required Trustee shall apply(i)all moneys received as Installment Payments and all moneys held in any fund
by,and to the extent permitted by,law in order fully to preserve,protect and perfect the security of or account hereunder and(ii)if directed in writing by the Bond Insurer,all amounts made available
the Certificate Owners and the rights and security interests of the Trustee.The Trustee,upon written to the Trustee by the Bond Insurer,to the payment of the entire principal amount of the Certificates
direction of the District, shall (subject to Section 8.5)do whatever else may be necessary or be and the accrued interest with respect thereto,with interest on the overdue Certificates at the rate or
i reasonably required in order to perfect and continue the lien of this Agreement and the Assignment rates of interest or yields-to-maturity applicable to the Certificates if paid in accordance with their
Agreement. terms. In the event that the Bond Insurer has paid to the Trustee amounts sufficient to pay the
principal of and interest due to Certificate owners upon such acceleration, the Bond Insurer's
Notwithstanding anything to the contrary above,the Trustee shall have no duty or liability obligations under the Bond Insurance Policy shall be discharged.
whatsoever to monitor or notify any party with respect to the timeliness,sufficiency or validity of
any such recording,re-recording,filing,filing of continuation statements and the like with respect to Section 7.3. Other Remedies of the Trustee. The Trustee shall at the written direction of
this Agreement;it being expressly understood and agreed that the Trustee's duties under this Section the Bond Insurer so long as the Bond Insurance Policy is in full force and effect,and without the
shall be exclusively limited to following the express written filing or recording instructions of the
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If the amount available and contained in the Reserve Fund exceeds an amount equal to the (i) Annual Computation. Within 55 days of the end of each Certificate
Reserve Requirement and if the District is not then in default under the Installment Purchase Year(as such term is defined in the Tax Certificate) commencing five years after Closing, the
Agreement,the Trustee shall semiannually on or before the fifth Business Day prior to each Payment District shall calculate or cause to be calculated the amount of rebatable arbitrage,in accordance with
Date withdraw the amount of such excess from the Reserve Fund and shall deposit such amount in Section 148(f)(2)of the Code and Section 1.148-3 of the Treasury Regulations(taking into account
the Interest Fund,and for this determination the Trustee shall make a valuation of the Reserve Fund any applicable exceptions with respect to the computation of the rebatable arbitrage,described, if
as often as it may deem appropriate,and in any event on or before the fifth Business Day prior to applicable,in the Tax Certificate(e.g.,the temporary investments exceptions of Section 148(f)(4)(B)
each Payment Date in each year.In addition,the Trustee shall,on the date all or any portion of the and the construction expenditures exception of Section 148(f)(4)(C)of the Code),and taking into
Certificates are discharged in accordance with Section 10.2 hereof, value the Reserve Fund in account whether the election pursuant to Section 148(f)(4)(C)(vii)of the Code(the"1�'/z%Penalty")
accordance with this Section and withdraw the excess,if any,on deposit in the Reserve Fund and has been made), for this purpose treating the last day of the applicable Certificate Year as a
transfer such amount to or in accordance with the written direction of the District.Except for such computation date, within the meaning of Section 1.148-1(b) of the Treasury Regulations (the
withdrawals,all moneys in the Reserve Fund shall be used and withdrawn by the Trustee solely for `Rebatable Arbitrage"). The District shall obtain expert advice as to the amount of the Rebatable
the purpose of paying principal,Prepayment Price and interest with respect to the Certificates in the Arbitrage to comply with this Section.
event that no other moneys of the District are available therefor.
(ii) Annual Transfer. Within 55 days of the end of each Certificate Year
For the purpose of determining the amount in the Reserve Fund,all Permitted Investments commencing five years after Closing,upon the written Request of the District,an amount shall be
credited to the Reserve Fund shall be valued at the lower of cost(inclusive of all interest accrued but deposited to the Rebate Fund by the Trustee from any Revenues legally available for such purpose
not paid),or book value. (as specified by the District in the aforesaid written Request),if and to the extent required so that the
I balance in the Rebate Fund shall equal the amount of Rebatable Arbitrage so calculated in
The District may substitute any other policy of insurance,letter of credit or surety bond for accordance with(i)of this Subsection (a). In the event that immediately following the transfer
the moneys on deposit in the Reserve Fund in order to meet the Reserve Requirement provided that required by the previous sentence, the amount then on deposit to the credit of the Rebate Fund
the following requirements are met: exceeds the amount required to be on deposit therein, upon written Request of the District, the
Trustee shall withdraw the excess from the Rebate Fund and then credit the excess to the Revenue
PTO COME FROM INSURER] Fund.
t
Section 5.5. Pledge of Moneys in Funds. All amounts on deposit in the Delivery Cost (iii) Payment to the Treasury. The Trustee shall pay, as directed by
Fund,the Certificate Payment Fund,the Interest Fund,the Principal Fund,the Prepayment Fund and Request of the District,to the United States Treasury,out of amounts in the Rebate Account,
the Reserve Fund are hereby irrevocably pledged to the Owners of the Certificates as provided
s herein. This pledge shall constitute a first and exclusive lien on the Delivery Cost Fund, the (A) Not later than 60 days after the end of(X)the fifth Certificate
Certificate Payment Fund, the Interest Fund, the Principal Fund, the Prepayment Fund and the Year,and(Y)each applicable fifth Certificate Year thereafter,an amount equal to at least 90%of the
i Reserve Fund for the benefit of the Owners of the Certificates in accordance with the terms hereof Rebatable Arbitrage calculated as of the end of such Certificate Year;and
and of the Installment Purchase Agreement.
(B) Not later than 60 days after the payment of all the Certificates,
Section 5.6. Rebate Fund. an amount equal to 100% of the Rebatable Arbitrage calculated as of the end of such applicable
Certificate Year,and any income attributable to the Rebatable Arbitrage,computed in accordance
(a) Establishment. The Trustee shall establish a separate account for the with Section 148(f)of the Code and Section 1.148-3 of the Treasury Regulations.
Certificates designated the"Rebate Fund." Absent an opinion of Special Counsel that the exclusion
from gross income for federal income tax purposes of interest with respect to the Certificates will not In the event that,prior to the time of any payment required to be made
be adversely affected,the District shall cause to be deposited in the Rebate Fund such amounts as are from the Rebate Fund,the amount in the Rebate Fund is not sufficient to make such payment when
required to be deposited therein pursuant to this Section and the Tax Certificate. All money at any such payment is due, the District shall calculate or cause to be calculated the amount of such
time deposited in the Rebate Fund shall be held by the Trustee in trust for payment to the United deficiency and deposit an amount received from any legally available source equal to such deficiency
States Treasury. All amounts on deposit in the Rebate Fund for the Certificates shall be governed by prior to the time such payment is due. Each payment required to be made pursuant to this Subsection
this Section and the Tax Certificate for the Certificates,unless and to the extent that the District (a)shall be made to the Internal Revenue Service Center,Ogden,Utah 84201 on or before the date
delivers to the Trustee an opinion of Special Counsel that the exclusion from gross income for on which such payment is due,and shall be accompanied by Internal Revenue Service Form 8038-T,
federal income tax purposes of interest with respect to the Certificates will not be adversely affected or shall be made in such other manner as provided under the Code.
if such requirements are not satisfied. The Trustee shall be deemed conclusively to have complied
with the provisions of this Section and the Tax Certificate if the Trustee follows the directions of the (b) Disposition of Unexpended Funds. Any funds remaining in the Rebate Fund
District and the Trustee shall have no independent responsibility to or liability resulting from failure after redemption and payment of the Certificates and the payments described in Subsection(a)above
of the Trustee to enforce compliance by the District with the Tax Certificate or the provisions of this being made may be withdrawn by the District and utilized in any manner by the District.
Section.
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ARTICLE IV surrendered to the Trustee.Any defect in the notice or the mailing thereof will not affect the validity
PREPAYMENT OF CERTIFICATES of the prepayment of any Certificate.
w Notice of prepayment of Certificates shall be given by the Trustee on behalf of and at the
Section 4.1. Terms of Prepayment. expense of the District.
(a) The Certificates shall be subject to extraordinary prepayment prior to their Section 4.4. Partial Prepayment of Certificate. Upon surrender of any Certificate prepaid
respective stated maturities,as a whole or in part on any date in the order of maturity as directed by in part only,the Trustee shall execute and deliver to the Owner thereof,at the expense of the District,
the District in a Written Request provided to the Trustee at least 45 days prior to such date and by lot a new Certificate or Certificates of authorized denominations equal in aggregate principal amount to
within each maturity in integral multiples of$5,000 from prepaid Installment Payments made by the the unprepaid portion of the Certificate surrendered and of the same maturity.
District from Net Proceeds,upon the terms and conditions of,and as provided for in,Section 6.10 of
this Agreement,and Sections 6.9 and 6.15 of the Installment Purchase Agreement,at a Prepayment Section 4.5. Effect of Prepayment. When notice of prepayment has been duly given as
Price equal to the principal amount thereof plus accrued interest evidenced and represented thereby aforesaid,and moneys for payment of the Prepayment Price of,together with interest accrued to the
to the date fixed for prepayment,without premium. prepayment date with respect to,the Certificates(or portions thereof)so called for prepayment are
held by the Trustee,the Certificates (or portions thereof)so called for prepayment shall, on the
(b) The Certificates with stated maturities on or after November 15,2017 shall prepayment date designated in such notice, become due and payable at the Prepayment Price
further be subject to prepayment prior to their respective stated maturities,as a whole or in part on specified in such notice and interest accrued thereon to the prepayment date;and from and after the
any date in the order of maturity as directed by the District in a Written Request provided to the prepayment date interest represented by the Certificates so called for prepayment shall cease to
Trustee at least 60 days prior to such date and by lot within each maturity in integral multiples of accrue, said Certificates(or portions thereof)shall cease to be entitled to any benefit or security
$5,000, on or after November 15, 2016, from amounts prepaid by the District pursuant to the under this Agreement,and the Owners of said Certificates shall have no rights in respect thereof
Installment Purchase Agreement at a Prepayment Price equal to the principal amount of such except to receive payment of said Prepayment Price and accrued interest.
Certificates to be prepaid plus accrued interest evidenced and represented thereby to the date fixed
for prepayment without premium. All Certificates prepaid pursuant to the provisions of this Article shall be canceled upon
surrender thereof and destroyed by the Trustee.
Section 42. Selection of Certificates for Prepayment. Whenever less than all of the
Certificates are called for prepayment,the Trustee shall select the Certificates or portions thereof to ARTICLE V
be prepaid from the Outstanding Certificates in accordance with Section 4.1 hereof.The Trustee shall
promptly notify the District in writing of the numbers of the Certificates or portions thereof so INSTALLMENT PAYMENTS
selected for prepayment.
Section 5.1. Pledge and Deposit of Installment Payments. The Installment Payments are
Section 4.3. Notice of Prepayment. Notice of prepayment shall be mailed, first class hereby irrevocably pledged to,and shall be used for,the punctual payment of the Certificates,and the
postage prepaid, to the respective Owners of any Certificates designated for prepayment at their Installment Payments shall not be used for any other purpose while any of the Certificates remain
addresses appearing on the Certificate registration books and to the Information Services and by Outstanding.This pledge shall constitute a first and exclusive lien on the Installment Payments in
registered or certified or overnight mail to the Securities Depositories at least 30 days but not more accordance with the terms hereof.
than 60 days prior to the prepayment date.
All Installment Payments to which the Corporation may at any time be entitled(including
Each notice of prepayment shall state the date of notice,the prepayment date,the place or income or profit from investments pursuant to Section 5.3) shall be paid directly to the Trustee
places of prepayment and the Prepayment Price,shall designate the maturities,CUSIP numbers,if pursuant to the terms of the Assignment Agreement,and if received by the Corporation at any time
any,and,if less than all Certificates of any such maturity are to be prepaid,the serial numbers of the shall be deposited by the Corporation with the Trustee within one business day after the receipt
Certificates of such maturity to be prepaid by giving the individual number of each Certificate or by thereof, and the Trustee shall deposit all Installment Payments as and when received in the
stating that all Certificates between two stated numbers, both inclusive, have been called for Certificate Payment Fund.All moneys at any time deposited in the Certificate Payment Fund shall be
prepayment and,in the case of Certificates to be prepaid in part only,the respective portions of the held by the Trustee in trust for the benefit of the Owners from time to time of the Certificates,but
principal amount thereof to be prepaid.Each such notice shall also state that on said date there will shall nevertheless be disbursed,allocated and applied solely for the uses and purposes herein set
become due and payable on each of said Certificates the Prepayment Price thereof or of said forth.
specified portion of the principal represented thereby in the case of a Certificate to be prepaid in part
only,together with interest accrued with respect thereto to the prepayment date,and that(provided Section 5.2. Certificate Payment Fund. There is hereby established with the Trustee the
that moneys for prepayment have been deposited with the Trustee)from and after such prepayment Certificate Payment Fund and the Reserve Fund each of which the Trustee covenants to maintain and
date interest with respect thereto shall cease to accrue,and shall require that such Certificates be then hold in trust separate and apart from other funds held by it so long as any Installment Payments
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The person in whose name any Certificate shall be registered shall be deemed the Owner ownership interest in book-entry Certificates,(ii)the delivery to any Participant or any other person,
thereof for all purposes hereof,and payment of or on account of the interest with respect to and other than an Owner as shown in the Certificate registration books,of any notice with respect to
principal of,and Prepayment Price represented by such Certificate shall be made only to or upon the book-entry Certificates,including any notice of prepayment,(iii)the selection by the Depository and
order in writing of such registered Owner,which payments shall be valid and effectual to satisfy and its Participants of the beneficial interests in book-entry Certificates to be prepaid in the event the
discharge liability upon such Certificate to the extent of the sum or sums so paid. District prepays the Certificates in part,or(iv)the payment by the Depository or any Participant or
any other person,of any amount with respect to principal,premium,if any,or interest with respect to
Section 2.9. Certificates Mutilated, Lost. Destroyed or Stolen. If any Certificate shall book-entry Certificates. The District and the Trustee may treat and consider the person in whose
become mutilated,the Trustee shall execute and deliver a new Certificate of like tenor,maturity and name each book-entry Certificate is registered in the Certificate registration books as the absolute
principal amount in exchange and substitution for the Certificate so mutilated, but only upon Owner of such book-entry Certificate for the purpose of payment of principal,premium,if any,and
surrender to the Trustee of the Certificate so mutilated. interest with respect to such Certificate,for the purpose of giving notices of prepayment and other
matters with respect to such Certificate,for the purpose of registering transfers with respect to such
Every mutilated Certificate so surrendered to the Trustee shall be canceled by it and Certificate,and for all other purposes whatsoever. The Trustee shall pay all principal,premium,if
destroyed. If any Certificate shall be lost,destroyed or stolen,evidence of such loss,destruction or any,and interest with respect to the Certificates only to or upon the order of the respective Owner,as
theft may be submitted to the Trustee, and, if such evidence is satisfactory to the Trustee and shown in the Certificate register,or his respective attorney duly authorized in writing,and all such
indemnity satisfactory to the Trustee shall be given indemnifying the Trustee,the Corporation and payments shall be valid and effective to fully satisfy and discharge the District's obligations with
the District,the Trustee,at the expense of the Certificate Owner,shall execute and deliver a new respect to payment of principal of,premium,if any,and interest evidenced and represented by the
Certificate of like tenor and maturity,and numbered as the Trustee shall determine,in lieu of and in Certificates to the extent of the sum or sums so paid. No person other than an Owner,as shown in
substitution for the Certificate so lost,destroyed or stolen. The Trustee may require payment of a the Certificate registration books, shall receive a Certificate evidencing the obligation to make
sum not exceeding the actual cost of preparing each new Certificate executed under this Section and payments of principal,premium,if any,and interest evidenced and represented by the Certificates.
of the expenses which may be incurred by the Trustee under this Section. Any Certificate executed Upon delivery by the Depository to the Owner and the Trustee,of written notice to the effect that the
under the provisions of this Section in lieu of any Certificate alleged to be lost,destroyed or stolen Depository has determined to substitute a new nominee in place of the Nominee,and subject to the
shall be equally and proportionately entitled to the benefits of this Agreement with all other provisions herein with respect to Record Dates,the word Nominee in this Trust Agreement shall
Certificates secured by this Agreement. The Trustee shall not be required to treat both the original refer to such nominee of the Depository.
Certificate and any replacement Certificate as being Outstanding for the purpose of determining the
principal amount of Certificates which may be executed hereunder or for the purpose of determining (b) Delivery of Letter of Representations. In order to qualify the book-entry
any percentage of Certificates Outstanding hereunder, but both the original and replacement Certificates for the Depository's book-entry system,the District and the Trustee shall execute and
Certificate shall be treated as one and the same. Notwithstanding any other provision of this Section, deliver to the Depository a Letter of Representations. The execution and delivery of a Letter of
in lieu of delivering a new Certificate for a Certificate which has been mutilated,lost,destroyed or Representations shall not in any way impose upon the District or the Trustee any obligation
stolen and which has matured or has been selected for prepayment,the Trustee may make payment of whatsoever with respect to persons having interests in such book-entry Certificates other than the
such Certificate upon receipt of indemnity satisfactory to the Trustee. Owners,as shown on the Certificate registration books. By executing a Letter of Representations,
the Trustee shall agree to take all action necessary at all times so that the District will be in
Section 2.10. Book-Entry System. compliance with all representations of the District in such Letter of Representations. In addition to
the execution and delivery of a Letter of Representations,the District and the Trustee shall take such
(a) Election of Book-Entry System. Prior to the execution and delivery of the other actions, not inconsistent with this Trust Agreement, as are reasonably necessary to qualify
Certificates,the District may provide that such Certificates shall be initially executed and delivered Book-Entry Certificates for the Depository's book-entry program.
as book-entry Certificates. If the District shall elect to deliver any Certificates in book-entry form,
then the District shall cause the delivery of a separate single fully registered certificate(which may (c) Selection of Depository. In the event(i)the Depository determines not to
be typewritten) for each maturity date of such Certificates in an authorized denomination continue to act as securities depository for book-entry Certificates,or(ii)the District determines that
corresponding to that total principal amount of the Certificates designated to mature on such date. continuation of the book-entry system is not in the best interest of the beneficial owners of the
Upon initial execution and delivery,the ownership of each such Certificate shall be registered in the Certificate registration books in the name of the Nominee, as nominee of the Depository and Certificates or the District, then the District will discontinue the book-entry system with the
E Depository. If the District determines to replace the Depository with another qualified securities
ownership of the Certificates, or any portion thereof may not thereafter be transferred except as depository, the District shall prepare or direct the preparation of a new single, separate, fully
provided in Section 2.10(e). registered Certificate for each of the maturity dates of such book-entry Certificates,registered in the
With respect to book entry Certificates, the District and the Trustee shall have no
name of such successor or substitute qualified securities depository or its Nominee as provided in
subsection(e)hereof. If the District fails to identify another qualified securities depository to replace
responsibility or obligation to any Participant or to any person on behalf of which such a Participant the Depository, then the Certificates shall no longer be restricted to being registered in such
holds an interest in such book-entry Certificates. Without limiting the immediately preceding Certificate register in the name of the Nominee,but shall be registered in whatever name or names
sentence,the District and the Trustee shall have no responsibility or obligation with respect to(i)the the Owners transferring or exchanging such Certificates shall designate, in accordance with the
accuracy of the records of the Depository, the Nominee, or any Participant with respect to any provisions of Sections 2.6 and 2.7 hereof.
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execute such a document on its behalf.If and to the extent required by the provisions of Section 1.3, have known,that the statement or opinion or representations with respect to the matters upon which
each Statement of the Corporation or District shall include the statements provided for in Section 1.3. his opinion may be based as aforesaid are erroneous.
Tax Certificate. The Term"Tax Certificate"means the Tax Certificate dated the date of Section 1.4. Recitals.
closing, concerning certain matters pertaining to the use and investment of proceeds of the
Certificates executed by and delivered to the District on the date of execution and delivery of the (a) Installment Purchase Agreement. The Corporation has agreed to assist the
Certificates,including any and all exhibits attached thereto. District in financing and refinancing the Project and the District has agreed to acquire certain
facilities from the Corporation as described in the Installment Purchase Agreement.
1 Trustee. The term"Trustee"means The Bank of New York Trust Company,N.A.,a national
banking association duly organized and existing under and by virtue of the laws of the United States (b) Installment Payments. Under the Installment Purchase Agreement, the
of America having a principal corporate trust office in Los Angeles,California,or such other office District is obligated to pay to the Corporation or its assigns Installment Payments for the purchase of
as the Trustee may from time to time designate in writing to the District,the Corporation and the the Project.
Owners,or its successor as Trustee hereunder.
(c) Assignment Agreement. For the purpose of obtaining the moneys required to
Written Consent of the Corporation or District.Written Order of the Corporation or District be deposited by the Corporation with the Trustee,and for the purpose of securing the obligations of
Written Request of the Corporation or District.Written Requisition of the Corporation or District. the Corporation hereunder,the Corporation has assigned and transferred certain of its rights under the
The terms"Written Consent of the Corporation or District,""Written Order of the Corporation or Installment Purchase Agreement to the Trustee, pursuant to the Assignment Agreement; and in
District," "Written Request of the Corporation or District," and "Written Requisition of the consideration of such assignment and the execution of this Agreement, the Trustee has agreed to
Corporation or District"mean,respectively,a written consent,order,request or requisition signed by execute and deliver certificates of participation, each evidencing an interest in the Installment
or on behalf of(i)the Corporation by its Authorized Representative or (ii)the District by the Payments in an aggregate amount equal to the aggregate principal amount of certificates of
President of its Board of Directors or the Manager of the District or by any two persons(whether or participation so executed and delivered.
not members of the Board of Directors)who are specifically authorized by resolution of the District
to sign or execute such a document on its behalf. (d) Conditions Precedent Satisfied. The District and the Corporation hereby
certify that all acts, conditions and things required by law to exist, happen and be performed
Section 1.2. Rules of Construction. Words of any gender shall be deemed and construed precedent to and in connection with the execution and entering into of this Agreement have happened
to include all genders, and words importing persons shall include corporations and associations, and have been performed in regular and due time,form and manner as required by law,and the
including public bodies,as well as natural persons.Unless the context otherwise indicates,words parties hereto are now duly empowered to execute and enter into this Agreement.
importing the singular number shall include the plural number and vice versa.
ARTICLE II
It Section 1.3. Content of Statements and Opinions. Every statement or opinion with respect
to compliance with a condition or covenant provided for in this Agreement,including each Statement CERTIFICATES;TERMS AND PROVISIONS
of the Corporation,shall include(a)a statement that the person or persons making or giving such
statement or opinion have read such covenant or condition and the definitions herein relating thereto, Section 2.1. Preparation of Certificates. The Trustee is hereby authorized to execute
(b)a brief statement as to the nature and scope of the examination or investigation upon which the certificates of participation, to be denominated "Truckee Donner Public Utility District (Water
statements or opinions contained in such statement or opinion are based;(c)a statement that,in the System Improvement Projects)Refunding Revenue Certificates of Participation,Series 2006"in an
opinion of the signers,they have made or caused to be made such examination or investigation as is aggregate principal amount of $[ ) evidencing undivided interests in Installment
necessary to enable them to express an informed opinion as to whether or not such covenant or Payments to be paid by the District under the Installment Purchase Agreement.
condition has been complied with;and(d)a statement as to whether,in the opinion of the signers,
such condition or covenant has been complied with. Section 2.2. Denominations, Medium and Place of Payment, Dating. The Certificates
shall be delivered in the form of fully registered Certificates and in the denomination of$5,000 each
Any such statement or opinion made or given by an officer of the Corporation may be based, or any integral multiple thereof;provided that no Certificate shall have principal represented thereby
insofar as it relates to legal or accounting matters,upon a statement or opinion of or representations maturing in more than one year.
by counsel,accountants or consultants,unless such officer knows,or in the exercise of reasonable
care should have known,that the statement or opinion or representations with respect to the matters The principal and Prepayment Price with respect to the Certificates shall be payable in lawful
upon which his statement or opinion may be based,as aforesaid,are erroneous.Any such statement money of the United States of America upon presentation and surrender thereof at the Principal
or opinion made or given by counsel,accountants or consultants may be based,insofar as it relates to Corporate Trust Office of the Trustee. Interest with respect to the Certificates shall be payable by
factual matters,upon information with respect to which is in the possession of the Corporation,or check or draft of the Trustee mailed by first class mail on each Payment Date of the Certificates to
upon the statement or opinion of or representations by an officer or officers of the Corporation, the respective Certificate Owners of record thereof as of the close of business on the Record Date at
unless such counsel,accountant or consultant knows,or in the exercise of reasonable care should the addresses shown on the books required to be kept pursuant to Section 2.8 or,upon the written
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D0CSSF/59525v5K)22925-0017 DOCSSF/59525v5/U22925-0017
Code. The term"Code"means the Internal Revenue Code of 1986,as amended,and the Corporation,as originally executed or as it may from time to time be amended or supplemented in
United States Treasury Regulations in effect with respect thereto. accordance with its terms.
t Delivery Cost Fund. The term "Delivery Cost Fund" means the fund by that name Interest Fund. The term "Interest Fund" means the fund by that name established in
established in Section 3.4 hereof. Section 5.2 hereof.
Delivery Costs. The term"Delivery Costs"means all items of expense directly or indirectly Investment Agreement. The term"Investment Agreement"means an investment agreement
i payable by or reimbursable to the District and related to the authorization, execution, sale and supported by appropriate opinions of counsel;provided the guarantor is rated at least"AA-"by S&P
delivery of the Certificates, including but not limited to costs of preparation and reproduction of and"Aa3"by Moody's.
documents,printing expenses,filing and recording fees,initial fees and charges of the Trustee and
counsel to the Trustee, legal fees and charges, fees and disbursements of consultants and Letter of Representations. The term "Letter of Representations" means the letter of the
professionals,rating agency fees,title insurance premiums,letter of credit fees and bond insurance District and the Trustee delivered to and accepted by the Depository on or prior to delivery of the
premiums(if any),fees and charges for preparation,execution and safekeeping of the Certificates Certificates as book-entry certificates setting forth the basis on which the Depository serves as
and any other cost, charge or fee in connection with the original execution and delivery of the depository for such book-entry certificates,as originally executed or as it may be supplemented or
Certificates. revised or replaced by a letter from the District and the Trustee delivered to and accepted by the
` Depository.
Depository or DTC. The term "Depository" or "DTC" means The Depository Trust
Company,New York,New York,a limited purpose trust company organized under the laws of the Local Agency Investment Fund. The term"Local Agency Investment Fund"means the fund
State of New York in its capacity as securities depository for the Certificates. by that name established under the California Government Code,Section 16429.1 et seq.
Escrow Agent. The term"Escrow Agent"means The Bank of New York Trust Company, Nominee.
>� g pony, The term"Nominee"means the nominee of the Depository,which may be the
N.A.,as escrow agent pursuant to the terms of the Escrow Agreement,or its successor thereunder. Depository,as determined from time to time pursuant to Section 2.10 hereof.
Escrow Agreement. The term"Escrow Agreement"means the Escrow Agreement,dated as Outstanding. The term"Outstanding,"when used as of any particular time with reference to
of September 1,2006,by and between the District and the Escrow Agent,as originally executed or as Certificates,means(subject to the provisions of Section 11.4)all Certificates except: (1)certificates
it may from time to time be amended or supplemented in accordance with its terms. canceled by the Trustee or delivered to the Trustee for cancellation;(2)Certificates paid or deemed
to have been paid within the meaning of Section 10.1;and(3)Certificates in lieu of or in substitution
Fiscal Year. The term"Fiscal Year"means the period beginning on January 1 of each year for which other Certificates shall have been executed and delivered by the Trustee pursuant to
and ending on the last day of December of the same year. Section 2.10;provided however,that Certificates paid from amounts paid by the Bond Insurer shall
not be considered paid or deemed paid for purposes of this Agreement but shall remain outstanding
Information Services. The term"Information Services"means Financial Information,Inc.'s until paid from Installment Payments.
"Daily Called Bond Service,"30 Montgomery Street, loth Floor,Jersey City,New Jersey 07302,
Attention:Editor;Moody's Municipal and Government,5250 77 Center Drive,Suite 150,Charlotte, Owner. The term"Owner"or"Certificate Owner"or"Owner of Certificates"or any similar
North Carolina 28217, Attention: Called Bond Department; and Standard and Poor's J.J. Kenny term,when used with respect to the Certificates,means any person who shall be the registered owner
Information Services' "Called Bond Record,"55 Water Street,45th Floor,New York,New York of any Outstanding Certificate.
10041;and,in accordance with then current guidelines of the Securities and Exchange Commission,
such other addresses and/or such other services providing information with respect to called bonds as Participants. The term"Participants"means those broker-dealers,banks and other financial
the District may designate in a Written Request of the District delivered to the Trustee. institutions from time to time for which the Depository holds book-entry certificates as securities
� depository.
Installment Payments. The term "Installment Payments" means the installment payments
payable by the District pursuant to the Installment Purchase Agreement and in the amounts and at the Payment Dates;Payment Date. The term"Payment Dates"means May 15 and November 15
times set forth in the Installment Purchase Agreement. in each year commencing May 15,2007 and any date on which the unpaid Installment Payments are
declared to be due and payable immediately and provided such declaration is not rescinded or
Installment Payment Date. The term"Installment Payment Date"means each date on which annulled,all in accordance with Section 8.1 of the Installment Purchase Agreement.
Installment Payments are scheduled to be paid by the District pursuant to the Installment Purchase
Agreement.
Installment Purchase Agreement. The term"Installment Purchase Agreement"means the
Installment Purchase Agreement,dated as of September 1,2006,by and between the District and the
{
R
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TABLE OF CONTENTS TABLE OF CONTENTS
(continued)
Page rue
ARTICLE I ARTICLE VI
DEFINITIONS COVENANTS OF THE DISTRICT
Section 1.1. Definitions..................................................................................................................I Section 6.1. Compliance with Installment Purchase Agreement and Ancillary
Agreements..............................................................................................................15
ARTICLE I1 Section 6.2. Against Encumbrances.............................................................................................16
Section 6.3. Against Sale or Other Disposition of Property........................................................16
REPRESENTATIONS AND WARRANTIES Section 6.4. Against Competitive Facilities.................................................................................16
Section 6.5. Tax Covenants.........................................................................................................16
Section 2.1. Representations by the District..................................................................................9 Section 6.6. Maintenance and Operation of the Water System...................................................17
Section 2.2. Representations and Warranties by the Corporation................................................10 Section 6.7. Payment of Claims...................................................................................................17
Section 6.8. Compliance with Contracts.................................................................................... 17
ARTICLE III Section 6.9. Insurance..................................................................................................................18
Section 6.10. Accounting Records;Financial Statements and Other Reports...............................19
SALE AND PURCHASE OF THE PROJECT Section 6.11. Protection of Security and Rights of the Corporation..............................................19
Section 3.1. Sale and Purchase of the Project..............................................................................10 Section 6.12. Payment of Taxes and Compliance with Governmental Regulations......................19
6.13. Amount of Rates and Charges.................................................................................19
Section 3.2. Purchase and Sale of the Project..............................................................................10
Section 6.14. Collection of Rates and Charges..............................................................................19
Section 3.3. Title.............. .......structio.......................t............................................................I I Section 6.15. Eminent Domain Proceeds.......................................................................................19
Section 3.4. Acquisition and Construction of the Project............................................................11 Section 6.16. Further Assurances...................................................................................................20
Section 3.5. Changes to the 2006 Project.....................................................................................I I Section 6.17. Enforcement of Contracts .................................................20
l
Section 3.6. Acquisition Fund......................................................................................................11
Section 6.18. Continuing Disclosure..............................................................................................20
1 ARTICLE IV ARTICLE VII
INSTALLMENT PAYMENTS PREPAYMENT OF INSTALLMENT PAYMENTS
Section 4.1. Purchase Price......................................................................................................... 12 Section 7.1. Prepayment.
Section 4.2. Installment Payments...............................................................................................12 Section 7.2. Method of Prepayment........................................
ARTICLE V
ARTICLE VIll
SECURITY EVENTS OF DEFAULT AND REMEDIES OF THE CORPORATION
Section 5.1. Pledge of Revenues..................................................................................................13 Section 8.1. Events of Default and Acceleration of Maturities...................................................21
Section 5.2. Allocation of Revenues............................................................................................13 Section 8.2. Application of Funds Upon Acceleration................................................................22
Section 5.3. Additional Contracts and Bonds..............................................................................14 Section 8.3. Other Remedies of the Corporation.........................................................................23
Section 5.4. Investments..............................................................................................................15 Section 8.4. Non-Waiver................
Section 5.5. Rate Stabilization Fund............................................................................................15 Section 8.5. Remedies Not Exclusive....................... ......................................24
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s
EXHIBIT A EXHIBIT B
PURCHASE PRICE DESCRIPTION OF THE PROJECT
1. The principal amount of payments to be made by the District hereunder is 1996 Project
$l J•
The 1996 Project comprises the following described improvements to the Water System,a
2. The installment payments of principal and interest are payable in the amounts and on portion of which correspond to the portion of Truckee Donner.Public Utility District Refunding
the Installment Payment Dates as follows: Certificates of Participation (Water System Improvement Projects), Series 1996 which are being
refinanced:
Amount Attributable to Amount Attributable to Component Cost
Installment Payment Date Principal Interest
Replacement of Water Pipeline in Tahoe Donner
and Sierra Meadows Subdivisions
Purchase of Telemetry System
x Replacement of Donner Trails Storage Tank
Construction of Hirshdale Water Treatment Plant
Water Line and Pump Improvements
Pipe Lining and Future Access Improvements in
the Vicinity of Interstate 80
2006 PROJECT
The 2006 Project comprises the following described improvements to the Water System.
Component Cost
Brockway Transmission Pipeline Project $4,000,000
Pipeline Replacement Projects(2006-2010) 12,300,000
Donner Lake Acquisition and Construction Project 1,479,272
Generators for District Building and Pumping Facilities 180,000
s
SCADA System Replacement 400,000
$18.359.272
t
A-1 B-1
D0CSSF/59523v6/022925—(X)17 DOCSSF/59523v6/022925-0017
i
shall be contrary to law,then such agreement or agreements,such covenant or covenants or such Section 10.12. Execution in Counterparts. This Agreement may be executed in several
portions thereof shall be null and void and shall be deemed separable from the remaining agreements counterparts,each of which shall be deemed an original,and all of which shall constitute but one and
and covenants or portions thereof and shall in no way affect the validity hereof. The District and the the same instrument.
Corporation hereby declare that they would have executed this Agreement,and each and every other
article,section,paragraph,subdivision,sentence,clause and phrase hereof irrespective of the fact Section 10.13. Indemnification of Corporation. The District hereby agrees to indemnify and
that any one or more articles,sections,paragraphs,subdivisions,sentences,clauses or phrases hereof hold harmless the Corporation if and to the extent permitted by law,from and against all claims,
or the application thereof to any person or circumstance may be held to be unconstitutional, advances,damages and losses,including legal fees and expenses,arising out of or in connection with
unenforceable or invalid. the acceptance or the performance of its duties hereunder and under the Trust Agreement;provided
that no indemnification will be made for willful misconduct,negligence or breach of an obligation
Section 10.7. Assignment. This Agreement and any rights hereunder may be assigned by hereunder or under the Trust Agreement by the Corporation.
the Corporation,as a whole or in part,without the necessity of obtaining the prior consent of the
District. Section 10.14. Amendments Permitted. This Agreement and the rights and obligations of
the Corporation,the District,the Owners of the Certificates and of the Trustee may be modified or
Section 10.8. Net Contract. This Agreement shall be deemed and construed to be a net amended at any time by an amendment hereto which shall become binding when the written consents
contract,and the District shall pay absolutely net during the term hereof the Installment Payments of the Owners of a majority in aggregate principal amount of the Certificates then Outstanding,
and all other payments required hereunder,free of any deductions and without abatement,diminution exclusive of Certificates disqualified as provided in the Trust Agreement,shall have been filed with
or set-off whatsoever. the Trustee and,so long as the Bond Insurance Policy is in full force and effect,with the prior written
consent of the Bond Insurer. No such modification or amendment shall (1)extend the stated
Section 10.9. California Law. THE INSTALLMENT PURCHASE AGREEMENT maturities of the Certificates,or reduce the rate of interest represented thereby,or change the method
SHALL BE CONSTRUED AND GOVERNED IN ACCORDANCE WITH THE LAWS OF THE of computing the rate of interest with respect thereto,or extend the time of payment of interest,or
STATE OF CALIFORNIA. reduce the amount of principal represented thereby, or reduce any premium payable on the
prepayment thereof,without the consent of the Owner of each Certificate so affected,or(2)reduce
Section 10.10. Notices. All written notices to be given hereunder shall be given by mail to the aforesaid percentage of Owners of Certificates whose consent is required for the execution of any
the party entitled thereto at its address set forth below,or at such other address as such party may amendment or modification of this Agreement without the consent of the Owners of all Certificates
provide to the other party in writing from time to time,namely: then Outstanding,or(3)modify any of the rights or obligations of the Trustee,the Corporation or the
Bond Insurer without its respective written consent thereto.
If to the District: Truckee Donner Public Utility District
P.O.Box 309 This Agreement and the rights and obligations of the Corporation,the District and of the
11570 Donner Pass Road Owners of the Certificates may also be modified or amended at any time by an amendment hereto
Truckee,CA 96160 which shall become binding upon adoption,without the consent of the Owners of any Certificates but
Attention: General Manager with the written consent of the Bond Insurer,but only to the extent permitted by law and only for any
one or more of the following purposes-
If to the Corporation: Truckee Donner Public Utility District Financing Corporation
P.O.Box 309 (a) to add to the covenants and agreements of the Corporation or the District
11570 Donner Pass Road contained in this Agreement other covenants and agreements thereafter to be observed or to surrender
Truckee,CA 96160 any right or power herein reserved to or conferred upon the Corporation or the District,and which
Attention: President shall not adversely affect the interests of the Owners of the Certificates;
If to the Bond Insurer: [ (b) to cure, correct or supplement any ambiguous or defective provision
contained in this Agreement or in regard to questions arising under this Agreement, as the
Corporation or the District may deem necessary or desirable and which shall not adversely affect the
Attention: interests of the Owners of the Certificates;and
Section 10.11. Effective Date. This Agreement shall become effective upon its execution (c) to make such other amendments or modifications as may be in the best
and delivery,and shall terminate when the Purchase Price shall have been fully paid(or provision for interests of the Owners of the Certificates.
the payment thereof shall have been made to the written satisfaction of the Corporation).
No amendment without consent of the Owners of the Certificates may modify any of the
rights or obligations of the Trustee without its written consent thereto or the rights or obligations of
the Bond Insurer without its written consent thereto.
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DOCSSF/59523v6K)22925-0017 DOCSSF/59523v6/022925-0017
-'t
(c) if the District shall file a petition or answer seeking arrangement or Second to the payment of the Operation and Maintenance Costs;and
reorganization under the federal bankruptcy laws or any other applicable law of the United States of
America or any state therein,or if a court of competent jurisdiction shall approve a petition filed with Third,to the payment of the entire principal amount of the unpaid Installment Payments and
or without the consent of the District seeking arrangement or reorganization under the federal the unpaid principal amount of all Bonds and Contracts and the accrued interest thereon,with
bankruptcy laws or any other applicable law of the United States of America or any state therein,or interest on the overdue installments at the rate or rates of interest applicable to the unpaid
if under the provisions of any other law for the relief or aid of debtors any court of competent Installment Payments and such Bonds and Contracts if paid in accordance with their
jurisdiction shall assume custody or control of the District or of the whole or any substantial part of respective terms.
its property;or
Section 8.3. Other Remedies of the Corporation. The Corporation shall have the right
(d) if payment of the principal of any Contract or Bond is accelerated in with the written consent of the Bond Insurer so long as the Bond Insurance Policy is in full force and
accordance with its terms; effect and shall at the direction of the Bond Insurer so long as the Bond Insurance Policy is in full
force and effect:
then and in each and every such case during the continuance of such Event of Default specified in
clauses(c)and(d)above,the Corporation shall,with the written consent of the Bond Insurer so long (a) by mandamus or other action or proceeding or suit at law or in equity to
as the Bond Insurance Policy is in full force and effect,and for any other such Event of Default the enforce its rights against the District or any director,officer or employee thereof,and to compel the
Corporation may,with the written consent of the Bond Insurer so long as the Bond Insurance Policy District or any such director,officer or employee to perform and carry out its or his duties under the
is in full force and effect,and in each and every such case the Corporation,at the written direction of Law and the agreements and covenants required to be performed by it or him contained herein;
the Bond Insurer so long as the Bond Insurance Policy is in full force and effect by notice in writing
to the District,shall declare the entire principal amount of the unpaid Installment Payments and the (b) by suit in equity to enjoin any acts or things which are unlawful or violate the
accrued interest thereon to be due and payable immediately,and upon any such declaration the same rights of the Corporation;or
shall become immediately due and payable, anything contained herein to the contrary
notwithstanding. This subsection however,is subject to the condition that if at any time after the (c) by suit in equity upon the happening of an Event of Default to require the
entire principal amount of the unpaid Installment Payments and the accrued interest thereon shall District and its directors,officers and employees to account as the trustee of an express trust.
have been so declared due and payable and before any judgment or decree for the payment of the
moneys due shall have been obtained or entered the District shall deposit with the Corporation a sum Notwithstanding anything contained herein, neither the Corporation nor the Bond Insurer
sufficient to pay the unpaid principal amount of the Installment Payments and/or the unpaid payment shall have a security interest in or mortgage on the Project,the Water System or other assets of the
of any other Contract or Bond referred to in clause(a)above due prior to such declaration and the District,and no default hereunder shall result in the loss of the Project,the Water System or other
accrued interest thereon,with interest on such overdue installments,at the rate or rates applicable to assets of the District.
the remaining unpaid principal balance of the Installment Payments or such Contract or Bond if paid Section 8.4. Non-Waiver. Nothing in this article or in any other provision hereof shall
in accordance with their terms,and the reasonable expenses of the Corporation,and any and all other
defaults known to the Corporation(other than in the payment of the entire principal amount of the affect or impair the obligation of the District, which is absolute and unconditional, to pay the
unpaid Installment Payments and the accrued interest thereon due and payable solely by reason of Installment Payments to the Corporation at the respective due dates or upon prepayment from the Net
such declaration)shall have been made good or cured to the satisfaction of the Corporation and the Revenues,the Revenue Fund and the other funds herein pledged for such payment,or shall affect or
Bond Insurer or provision deemed by the Corporation and the Bond Insurer to be adequate shall have impair the right of the Corporation, which is also absolute and unconditional, to institute suit to
been made therefor,then and in every such case the Corporation and the Bond Insurer,by written enforce such payment by virtue of the contract embodied herein.
notice to the District,may rescind and annul such declaration and its consequences; but no such A waiver of any default or breach of duty or contract by the Corporation shall not affect any
rescission and annulment shall extend to or shall affect any subsequent default or shall impair or subsequent default or breach of duty or contract or impair any rights or remedies on any such
exhaust any right or power consequent thereon. subsequent default or breach of duty or contract. No delay or omission by the Corporation to
Section 8.2. Application of Funds Upon Acceleration. Upon the date of the declaration of exercise any right or remedy accruing upon any default or breach of duty or contract shall impair any
acceleration as provided in Section 8.1,all Revenues thereafter received and all amounts in the Rate such right or remedy or shall be construed to be a waiver of any such default or breach of duty or
Stabilization Fund shall be applied in the following order- contract or an acquiescence therein,and every right or remedy conferred upon the Corporation by the
Law or by this article may be enforced and exercised from time to time and as often as shall be
First,to the payment,without preference or priority,and in the event of any insufficiency of deemed expedient by the Corporation.
such Revenues ratably without any discrimination or preference, of the fees, costs and If any action,proceeding or suit to enforce any right or exercise any remedy is discontinued
expenses of the Corporation and Trustee,if any, including reasonable compensation to its
accountants and counsel and amounts payable to the Bond Insurer pursuant to Section 5.7 of or abandoned,the District,the Bond Insurer and the Corporation shall be restored to their former
the Trust Agreement; positions,rights and remedies as if such action,proceeding or suit had not been brought or taken.
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DOCSSF/59523v6/022925-0017 DOCSSF/59523v6/0 2 2 92 5-00 1 7
E
required to be performed by it contained in all other contracts affecting or involving the Water Section 6.10. Accounting Records:Financial Statements and Other Reports.
System,to the extent that the District is a party thereto.
(a) The District will keep appropriate accounting records in which complete and
Section 6.9. Insurance. correct entries shall be made of all transactions relating to the District, which records shall be
available for inspection by the Corporation,the Bond Insurer and the Trustee at reasonable hours and
(a) The District will procure and maintain or cause to be procured and under reasonable conditions.
maintained insurance on the Water System with responsible insurers in such amounts and against
such risks (including damage to or destruction of the Water System) as are usually covered in (b) The District will prepare and file with the Corporation,the Bond Insurer and
connection with a water system similar to the Water System so long as such insurance is available the Trustee annually within one hundred eighty (180) days after the close of each Fiscal Year
from reputable insurance companies on commercially reasonable terms. (comtnencing with the Fiscal Year ending December 31,2006)financial statements of the District for
the preceding Fiscal Year prepared in accordance with generally accepted accounting principles,
In the event of any damage to or destruction of the Water System caused by the perils together with an Accountant's Report thereon.
covered by such insurance,the Net Proceeds thereof shall be applied to the reconstruction,repair or
replacement of the damaged or destroyed portion of the Water System. The District shall begin such Section 6.11. Protection of Security and Rights of the Corporation. The District will
reconstruction,repair or replacement promptly after such damage or destruction shall occur,and shall preserve and protect the security hereof and the rights of the Corporation to the Installment Payments
continue and properly complete such reconstruction, repair or replacement as expeditiously as hereunder and will warrant and defend such rights against all claims and demands of all persons.
possible,and shall pay out of such Net Proceeds all costs and expenses in connection with such
reconstruction,repair or replacement so that the same shall be completed and the Water System shall Section 6.12. Payment of Taxes and Compliance with Governmental Regulations. The
be free and clear of all claims and liens. District will pay and discharge all taxes,assessments and other governmental charges which may
hereafter be lawfully imposed upon the Water System,or any part thereof or upon the Revenues
E if such Net Proceeds exceed the costs of such reconstruction,repair or replacement when the same shall become due. The District will duly observe and conform with all valid
1 portion of the Water System,and/or the cost of the construction of additions,betterments,extensions regulations and requirements of any governmental authority relative to the operation of the Water
or improvements to the Water System, then the excess Net Proceeds may, at the option of the System,or any part thereof,but the District shall not be required to comply with any regulations or
District,be applied in part to the prepayment of Installment Payments as provided in Article VII and requirements so long as the validity or application thereof shall be contested in good faith.
in part to such other fund or account as may be appropriate and used for the retirement of Bonds and
Contracts in the same proportion which the aggregate unpaid principal balance of Installment Section 6.13. Amount of Rates and Charges.
Payments then bears to the aggregate unpaid principal amount of such Bonds and Contracts. If such
Net Proceeds are sufficient to enable the District to retire the entire obligation evidenced hereby prior (a) To the fullest extent permitted by law,the District shall fix, prescribe and
to the final due date of the Installment Payments as well as the entire obligations evidenced by Bonds collect rates and charges for the Water Service provided by the Water System which will be at least
and Contracts then remaining unpaid prior to their final respective due dates,the District may elect sufficient to yield during each Fiscal Year Net Revenues(not including amounts transferred from the
not to reconstruct,repair or replace the damaged or destroyed portion of the Water System,and/or Rate Stabilization Fund pursuant to Section 5.5 hereof in excess of twenty five percent(25%)of Debt
not to construct other additions,betterments,extensions or improvements to the Water System;and Service for such Fiscal Year)equal to one hundred twenty—five percent(125%)of Debt Service for
thereupon such Net Proceeds shall be applied to the prepayment of Installment Payments as provided such Fiscal Year allocable to the Water System.
in Article VII and to the retirement of such Bonds and Contracts.
(b) The District may make adjustments from time to time in such rates and
(b) The District will procure and maintain such other insurance as it shall deem charges and may make such classification thereof as it deems necessary,but shall not reduce the rates
advisable or necessary to protect its interests and the interests of the Corporation,which insurance and charges then in effect unless the Net Revenues from such reduced rates and charges will at all
shall afford protection in such amounts and against such risks as are usually covered in connection times be sufficient to meet the requirements of this section.
with a water system similar to the Water System.
Section 6.14. Collection of Rates and Charges. The District will have in effect at all times
(c) Any insurance required to be maintained by paragraph(a)above and,if the by-laws,rules and regulations requiring each customer to pay the rates and charges applicable to the
District determines to procure and maintain insurance pursuant to paragraph (b) above, such Water Service and providing for the billing thereof and for a due date and a delinquency date for
insurance, may be maintained under a self-insurance program so long as such self-insurance is each bill.
maintained in the amounts and manner usually maintained in connection with a water system similar
to the Water System and is,in the opinion of an accredited actuary,actuarially sound. Section 6.15. Eminent Domain Proceeds. If all or any part of the Water System shall be
t taken by eminent domain proceedings,the Net Proceeds thereof shall be applied as follows:
(a) If(1)the District files with the Corporation and the Trustee a certificate
showing(i)the estimated loss of annual Net Revenues, if any, suffered or to be suffered by the
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(c) Sulplus. Moneys on deposit in the Revenue Fund on each Installment Years,assuming that all such Contracts and Bonds have maturities,interest rates and proportionate
Payment Date not necessary to make any of the payments required above may be expended by the principal repayment provisions similar to the Contract last executed or then being executed or the
District at any time for any purpose permitted by law,including but not limited to deposits to the Bonds last issued or then being issued for the purpose of acquiring and constructing any of such
Rate Stabilization Fund. uncompleted Parity Projects;and
Section 5.3. Additional Contracts and Bonds. The District may at any time execute any Notwithstanding the foregoing, Bonds or Contracts may be issued or incurred to refund
t Contract or issue any Bonds,as the case may be,in accordance herewith;provided: outstanding Bonds or Contracts if,after giving effect to the application of the proceeds thereof,total
Debt Service will not be increased in any Fiscal Year in which Bonds or Contracts(outstanding on
(a) The Net Revenues (not including amounts transferred from the Rate the date of issuance or incurrence of such refunding Bonds or Contracts, but excluding such
Stabilization Fund pursuant to Section 5.5 hereof to the Revenue Fund in excess of twenty five refunding Bonds or Contracts)not being refunded are outstanding.
percent (25%) of Debt Service for such Fiscal Year) for the most recent audited Fiscal Year
preceding the date of adoption by the Board of Directors of the District of the resolution authorizing Section 5.4. Investments. All moneys held by the District in the Revenue Fund and Rate
the issuance of such Bonds or the date of the execution of such Contract,as the case may be,as Stabilization Fund shall be invested in Permitted Investments and the investment earnings thereon
evidenced by both a calculation prepared by the District and a special report prepared by an shall remain on deposit in such fund,except as otherwise provided herein.
Independent Certified Public Accountant or an Independent Financial Consultant on such calculation
on file with the District,shall have produced a sum equal to at least one hundred twenty—five percent Section 5.5. Rate Stabilization Fund. There is hereby established with the District a
(125%)of the Debt Service for such Fiscal Year;and special fund designated as the"Rate Stabilization Fund"to be held by the District in trust hereunder,
which fund the District agrees and covenants to maintain and to hold separate and apart from other
(b) The Net Revenues (not including amounts transferred from the Rate funds so long as any Contracts or Bonds remain unpaid. The initial deposit to the Rate Stabilization
Stabilization Fund pursuant to Section 5.5 hereof to the Revenue Fund in excess of twenty five Fund is$0. Money transferred by the District from the Revenue Fund to the Rate Stabilization Fund
percent (25%) of Debt Service for such Fiscal Year) for the most recent audited Fiscal Year in accordance with Section 5.2(c),if any,shall be held in the Rate Stabilization Fund and applied in
preceding the date of the execution of such Contract or the date of adoption by the Board of Directors accordance with this Agreement.
of the District of the resolution authorizing the issuance of such Bonds,as the case may be,including
adjustments to give effect as of the first day of such Fiscal Year to increases or decreases in rates and The District may withdraw all or any portion of the amounts on deposit in the Rate
charges for the Water Service approved and in effect as of the date of calculation,as evidenced by a Stabilization Fund and transfer such amounts to the Revenue Fund for application in accordance with
calculation prepared by the District,shall have produced a sum equal to at least one hundred twenty— Section 5.2 hereof or,in the event that all or a portion of the Installment Payments are discharged in
five percent(125%)of(x)the Debt Service for such Fiscal Year plus(y)the Debt Service which accordance with Section 9.1(b) or (c) hereof, transfer all or any portion of such amounts for
would have accrued on any Contracts executed or Bonds issued since the end of such Fiscal Year application in accordance with said Section.
4 assuming such Contracts had been executed or Bonds had been issued at the beginning of such Fiscal
Year,plus(z)the Debt Service which would have accrued on the Contract to be executed on Bond to ARTICLE VI
be issued had such Contract been executed or Bonds been issued at the beginning of such Fiscal
Year;and COVENANTS OF THE DISTRICT
(c) The estimated Net Revenues (not including amounts transferred from the Section 6.1. Compliance with Installment Purchase Agreement and Ancillary Agreements.
Rate Stabilization Fund pursuant to Section 5.5 hereof to the Revenue Fund in excess of twenty five The District will punctually pay the Installment Payments in strict conformity with the terms hereof,
percent(25%)of Debt Service for such Fiscal Year)for the then current Fiscal Year and for each and will faithfully observe and perform all the agreements, conditions, covenants and terms
Fiscal Year thereafter to and including the first complete Fiscal Year after the latest Date of contained herein required to be observed and performed by it,and will not terminate this Agreement
Operation of any uncompleted Parity Project,as evidenced by a certificate of the General Manager of for any cause including,without limiting the generality of the foregoing,any acts or circumstances
the District on file with the District, including (after giving effect to the completion of all such that may constitute failure of consideration, destruction of or damage to the Project, commercial
uncompleted Parity Projects) an allowance for estimated Net Revenues (not including amounts frustration of purpose,any change in the tax or other laws of the United States of America or of the
transferred from the Rate Stabilization Fund pursuant to Section 5.5 hereof to the Revenue Fund in State of California or any political subdivision of either or any failure of the Corporation to observe
excess of twenty five percent(25%)of Debt Service for such Fiscal Year)for each of such Fiscal or perform any agreement,condition,covenant or term contained herein required to be observed and
Years arising from any increase in the income,rents,fees,rates and charges estimated to be fixed, performed by it,whether express or implied,or any duty, liability or obligation arising out of or
prescribed or received for the Water Service and which are economically feasible and reasonably connected herewith or the insolvency, or deemed insolvency, or bankruptcy or liquidation of the
considered necessary based on projected operations for such period,as evidenced by a certificate of Corporation or any force majeure,including acts of God,tempest,storm,earthquake,war,rebellion,
the General Manager on file with the District,shall produce a sum equal to at least one hundred riot,civil disorder, acts of public enemies,blockade or embargo, strikes, industrial disputes, lock
twenty—five percent(125%)of the estimated Debt Service for each of such Fiscal Years,after giving outs, lack of transportation facilities, fire, explosion, or acts or regulations of governmental
effect to the execution of all Contracts and the issuance of all Bonds estimated to be required to be authorities.
executed or issued to pay the costs of completing all uncompleted Parity Projects within such Fiscal
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(e) The District has determined that it is necessary and proper for District uses Section 3.4. Acquisition and Construction of the Project. The Corporation hereby agrees
and purposes within the terms of the Law that the District finance and refinance the acquisition of the to cause the 2006 Project,and any additions or modifications thereto to be constructed,acquired or
Project. installed by the District as its agent,and the District shall enter into contracts and provide for,as
agent of the Corporation,the complete construction,acquisition and installation of the 2006 Project.
I Section 2.2. Representations and Warranties by the Corporation. The Corporation makes The District hereby agrees that the District will cause the construction,acquisition and installation of
the following representations and warranties: the 2006 Project to be diligently performed after the deposit of funds with the Trustee pursuant to
Section 3.2 of the Trust Agreement,upon satisfactory completion of design work and compliance
(a) The Corporation is a nonprofit public benefit corporation duly organized and with CEQA and approval by the Board of Directors of the District,unforeseeable delays beyond the
in good standing under the laws of the State of California,has full legal right,power and authority to reasonable control of the District only excepted. It is hereby expressly understood and agreed that
enter into this Agreement and to carry out and consummate all transactions contemplated by this the Corporation shall be under no liability of any kind or character whatsoever for the payment of
Agreement and by proper action has duly authorized the execution and delivery and due performance any cost of the 2006 Project and that all such costs and expenses shall be paid by the District,
of this Agreement. regardless of whether the funds deposited in the Acquisition Fund are sufficient to cover all such
costs and expenses.
(b) The execution and delivery of this Agreement and the consummation of the
transactions herein contemplated will not violate any provision of law,any order of any court or Section 3.5. Changes to the 2006 Project. The District may add other improvements to or
F other agency of government,or any indenture,material agreement or other instrument to which the substitute other improvements for those listed as components of the 2006 Project in Exhibit B hereto,
Corporation is now a party or by which it or any of its properties or assets is bound,or be in conflict but only if the District first files with the Corporation and the Trustee a statement of the District:
with,result in a breach of or constitute a default(with due notice or the passage of time or both)
under any such indenture,agreement or other instrument,or result in the creation or imposition of (a) identifying the improvements to be deleted from such Exhibit,if any,and the
any prohibited lien,charge or encumbrance of any nature whatsoever upon any of the properties or improvements to added or replaced,if any;and
assets of the Corporation.
(b) stating that the estimated costs of construction,acquisition and installation of
(c) The Corporation will not take or permit any action to be taken which results the added or substituted improvements will not cause the cost of the uncompleted portion of the 2006
y in interest paid for the installment purchase of the Project under the terms of this Agreement being Project to exceed the amount available therefore in the Acquisition Fund.
included in the gross income of the Certificate Owners or their assigns for purposes of federal or
State of California income taxation. Section 3.6. Acquisition Fund. There is hereby established with the Trustee the
Acquisition Fund.The moneys in the Acquisition Fund shall be held by the District in trust and shall
ARTICLE III be applied to the payment of the costs of acquisition and construction of the 2006 Project,and of
expenses incidental thereto, including Delivery Costs. Before any payment is made from the
c SALE AND PURCHASE OF THE PROJECT Acquisition Fund by the Administrative Services Manager/Treasurer of the District, the Manager
r
shall cause to be filed with the Administrative Services Manager/Treasurer of the District a Written
Section 3.1. Sale and Purchase of the Project. In consideration for the Corporation's Requisition of the District in the form set forth in Exhibit C hereto.
assistance in refinancing the 1996 Project, the District agrees to sell, and hereby sells, to the
Corporation,and the Corporation agrees to purchase and hereby purchases,from the District,the Upon receipt of each such Written Requisition the Administrative Services
1996 Project at the purchase price specified in Section 4.01 hereof and otherwise in the manner and Manager/Treasurer of the District will pay the amount set forth in such Written Requisition as
in accordance with the provisions of this Agreement. directed by the terms thereof. The Administrative Services Manager/Treasurer of the District need
not make any such payment if it has received notice of any lien,right to lien or attachment upon,or
Section 3.2. Purchase and Sale of the Proiect. In consideration for the Installment claim affecting the right to receive payment of,any of the moneys to be so paid,which has not been
Payments as set forth in Section 4.2,the Corporation agrees to sell,and hereby sells,to the District, released or will not be released simultaneously with such payment.
and the District agrees to purchase,and hereby purchases,from the Corporation,the Project at the
purchase price specified in Section 4.1 hereof and otherwise in the manner and in accordance with When the 2006 Project shall have been constructed and acquired in accordance with the
the provisions of this Agreement. Installment Purchase Agreement, a statement of the District stating the fact and date of such
acquisition, construction and acceptance and stating that all of such costs of acquisition and
Section 3.3. Title. All right,title and interest in each component of the 1996 Project shall incidental expenses have been determined and paid(or that all of such costs and expenses have been
vest in the District immediately upon execution and delivery of this Agreement. All right,title and paid less specified claims which are subject to dispute and for which a retention in the Acquisition
interest in each component of the 2006 Project shall vest in the District immediately upon acquisition Fund is to be maintained in the full amount of such claims until such dispute is resolved),shall be
thereof. Such vesting shall occur without further action by the Corporation or the District and the delivered to the Administrative Services Manager/Treasurer of the District and the Trustee by the
Corporation shall, if requested by the District or, if necessary to assure such automatic vesting, District. Upon the receipt of such statement,the Administrative Services Manager/Treasurer of the
deliver any and all documents required to assume such vesting. District shall transfer any remaining balance in the Acquisition Fund not needed for Acquisition
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Installment Purchase Agreement accounting principles,including(among other things)the reasonable expenses of management and
repair and other expenses necessary to maintain and preserve the Water System in good repair and
The term "Installment Purchase Agreement" means the Installment Purchase Agreement, working order, and including administrative costs of the District that are charged directly or
dated as of September 1, 2006, by and between the District and the Corporation, as originally apportioned to the Water System, including but not limited to salaries and wages of employees,
executed and as it may from time to time be amended or supplemented in accordance therewith. payments to the Public Employees Retirement System,overhead insurance,taxes(if any),fees of
auditors,accountants,attorneys,consultants or engineers and insurance premiums,and including all
1996 Installment Purchase Agreement other reasonable and necessary costs of the District or charges(other than Debt Service)required to
be paid by it to comply with the terms of this Agreement or any other Contract or of any resolution or
The term "1996 Installment Purchase Agreement" means the Installment Purchase indenture authorizing the issuance of any Bonds or of such Bonds and (ii)all costs of water
Agreement, dated as of(November 1, 1996, by and between the District and the Corporation, as purchased or otherwise acquired for delivery by the Water System(including any interim or renewed
originally executed and as it may from time to time be amended or supplemented in accordance arrangement therefor),but excluding in all cases depreciation,replacement and obsolescence charges
therewith. or reserves therefor and amortization of intangibles or other bookkeeping entries of a similar nature.
1996 Project Paired Obligations
The term "1996 Project" means the additions, betterments, extensions and improvements The term"Paired Obligations"means any Bond or Contract(or portion thereof)designated as
described in Exhibit B hereto under the heading"1996 Project". Paired Obligations in the resolution, indenture or other document authorizing the issuance or
execution and delivery thereof,which are simultaneously issued or executed and delivered(i)the
Interest Payment Date principal of which is of equal amount maturing and to be redeemed or prepaid(or cancelled after
The term "Interest Payment Date" means May 15 and November 15 of each year, acquisition thereof)on the same dates and in the same amounts,and(ii)the interest rates which,
commencing May 15,2007. taken together,result in an irrevocably fixed interest rate obligation of the District for the term of
such Bond or Contract.
Law
Participating Underwriter
The term "Law" means the Public Utility District Act of the State of California (being The term "Participating Underwriter" shall have the meaning ascribed thereto in the
Division 7 of the Public Utilities Code of the State of California, as amended)and Article 11 of Continuing Disclosure Certificate.
Chapter 3 of Part 1 of Division 2 of Title 5 of the Government Code of the State of California,and all
laws amendatory thereof or supplemental thereto. Project;Parity Project
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Manager The term"Project"means the 1996 Project and the 2006 Project. The term"Parity Project"
The Term "Manager" means the General Manager of the District, or any other person means any additions, betterments, extensions or improvements to the District's Water System
designated by the General Manager to act on behalf of the General Manager. designated by the Board of Directors of the District as a Parity Project, the acquisition and
construction of which is to be paid for with the proceeds of any Contracts or Bonds.
Net Proceeds
Purchase Price
The term "Net Proceeds" means, when used with respect to any casualty insurance or
The term"Purchase Price"means the principal amount plus interest thereon owed by the
condemnation award, the proceeds from such insurance or condemnation award remaining after District to the Corporation under the terms hereof as provided in Section 4.1.
payment of all expenses(including attorneys fees)incurred in the collection of such proceeds.
Rate Stabilization Fund
Net Revenues
The The term"Net Revenues"means,for any Fiscal Year,the Revenues for such Fiscal Year less term"Rate Stabilization Fund"means the fund by that name created pursuant to Section
5.5 hereof.
the Operation and Maintenance Costs for such Fiscal Year.
Operation and Maintenance Costs Reserve Requirement
The term "Operation and Maintenance Costs" means (i)costs spent or incurred for The term "Reserve Requirement" means initially, $[ ], and thereafter the lesser of
E (i)$[ ]or(ii)the maximum principal of and interest with respect to the Certificates due in the
maintenance and operation of the Water System calculated in accordance with generally accepted
then current or any future Fiscal Year.
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following definitions to be equally applicable to both the singular and plural forms of any of the Improvement Projects),Series 2006,executed and delivered on behalf of the District and at any time
terms defined herein. Unless the context otherwise requires,all capitalized terms used herein and not outstanding pursuant to the Trust Agreement.
defined herein shall have the meanings ascribed thereto in the Trust Agreement.
Continuing Disclosure Certificate
Accountant's Report
The term"Continuing Disclosure Certificate"shall mean that certain Continuing Disclosure
The term"Accountant's Report"means a report signed by an Independent Certified Public Certificate executed by the District and dated the date of execution and delivery of the Certificates,as
Accountant. originally executed and as it may be amended from time to time in accordance with the terms thereof.
Acquisition Fund Contracts
The term "Acquisition Fund" means the fund by that name established pursuant to The term"Contracts"means this Installment Purchase Agreement and any amendments and
Section 3.6 hereof. supplements hereto,and all contracts of the District previously or hereafter authorized and executed
by the District,the Parity Installment Payments which are on a parity with the Installment Payments
Administrative Services Manager/Treasurer and which are secured by a pledge and lien on the Revenues as described in Section 5.1 hereof,
including the DWR Proposition 55 Loan, excluding contracts entered into for operation and
The Term"Administrative Services Manager/Treasurer"means the Administrative Services maintenance of the Water System.
Manager/Treasurer of the District,or any other person designated by the Administrative Services
Manager/Treasurer to act on behalf of the Administrative Services Manager/Treasurer. Corporation
d Agreement The term "Corporation" means the Truckee Donner Public Utility District Financing
I Corporation,a nonprofit public benefit corporation duly organized and existing under and by virtue
The term "Agreement"means this Installment Purchase Agreement, by and between the of the laws of the State of California.
District and the Corporation,dated as of September 1,2006,as originally executed and as it may
from time to time be amended or supplemented in accordance herewith. Date of Operation
Assignment Agreement The term"Date of Operation"means,with respect to any uncompleted component Parity
Project, the estimated date by which such uncompleted component Parity Project will have been
The term"Assignment Agreement"means the Assignment Agreement,by and between the completed and,in the opinion of an engineer,will be ready for operation by or on behalf of the
Corporation and the Trustee,dated as of September 1,2006,as originally executed and as it may District.
from time to time be amended or supplemented in accordance with its terms.
Debt Service
Bonds
The term"Debt Service"means,for any period of calculation,the sum of:
The term"Bonds"means all revenue bonds or notes of the District authorized, executed,
issued and delivered by the District, the payments of which are on a parity with the Installment (1) the interest accrued during such period on all outstanding Bonds during such
Payments and which are secured by a pledge of and lien on the Revenues as described in Section 5.1 period assuming that all outstanding serial Bonds are retired as scheduled and that all
hereof. outstanding term Bonds are prepaid or paid from sinking fund payments as scheduled(except
to the extent that such interest is capitalized),
Business Day
(2) those portions of the principal amount of all outstanding serial Bonds
The term"Business Day"means a day other than:a Saturday or Sunday or a day on which maturing in such period or the next succeeding period, in each case accruing during such
(i)banks located in the city in which the principal corporate trust office of the Trustee is located are period in each case and computed as if such principal were deemed to accrue daily during
not required or authorized to remain closed,and(ii)on which The New York Stock Exchange is not such period in equal amounts,
closed.
(3) those portions of the principal amount of all outstanding term Bonds required
Certificates to be prepaid or paid in such period or the next succeeding period,in each case accruing
during such period and computed as if such principal were deemed to accrue daily during
The term "Certificates" means the $ aggregate principal amount of Truckee such period in equal amounts,and
Donner Public Utility District Refunding Revenue Certificates of Participation (Water System
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