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HomeMy WebLinkAbout1964-01-27 Min - Board132 Truckee, California January 27, 1964 Special Meeting of Board of Directors A special meeting of the Board of Directors of the Truckee - Public Utility District was held January 278 1964, - at Main. Street,- In .'- Truckee, State of California, at 8:00 o'clock, P.M., pursuant to waiver of -notice signed by- all members of the Board of Directors of the District. The meeting was called to order by Edward No Aweeka, president, who presided and.Francis Longo, secretary, acted as secretary of the meeting. Upon calling -,.the roll the secretary reported- that the following members of the Board of Directors were - present: - Edward N. Aweeka, Charles Spillner, James McIver said persons being a quoram of the members of the Board of Directors . The president directed the secretary to -annex to the minutes of this meeting the waiver of notice thereof The chairman then presented to the meeting the form of a proposed loan contract, dated as of October 288 1963, to be made by and between the District and United States of America, acting through the Administrator of the Rural -Electrification -Administration, providing for a loan in an amount not to exceed $367,000 to finance.the con- struction of certain improvements, enlargements, extensions, better- --� ments and additions to the existing electric transmission, distribution and service lines of the District which are required in order to serve approximately 181 additional consumers. The chairman stated that said loan contract provides that the loan will -be evidenced by bonds of the District to - be purchased by - the Government and that the District will pledge its full faith -and credit for the payment of such bonds supported by its taxing powers, such bonds to be issued in accordance with a resolution to be adopted by the District as provided for in said loan contract. The chairman then stated that such loan contract had been approved by counsel for the District. The secretary then read to the meeting the form of the proposed loan contract. Such form of loan contract was then fully discussed, and on motion duly- made and seconed# the following ordinance was unanimously adopted: ORDINANCE No. 64-01 WHE S, Truckee Public Utility District(hereinafter called the "District") is a public utility district duly -organized and existing under the R Public Utility District Act thereinafter called the "District Act")* Division 7 of the Public Utilities Code of the State of California, --and the Constitution and laws of the State of California; ...... and WHEREAS, the District is duly authorized under the District Act to borrow money and incur a funded indebtedness (provided such funded indebtedness does not exceed 200/6 of the assessed -valuation of all real and personal property situated within the District) for the purpose of acquiring, constructing, owning and operating certain public works, public utilities and public utility services* more specifically enumerated in the District Act, including a revenue producing electric system, for the purpose of supplying its in- Minutes January, 27, 1964 Continued ORDINANCE No. 64-01-continued habitants and other persons outside the boundaries of the District with electric energy; and WHEREAS, the D}strict is also. duly authorized to do&.all things necessary or convenient to the full exercise of said power to borrow money and incur funded indebtedness including, without limitation, the execution and delivery of any contract in connection with the exercise of such power subject, however, to _ section 16077 of the District Act; and WHEREAS, the District presently owns and operates an electric utility distribution system (hereinafter called the `Existing Electric System") consisting of electric transmission, distribution and service li.nesO and related facilities situated in Nevada County, Califorr&; and WHEREAS, the . District presently desires to borrow the sum of $367, o©O from United States. of America, acting through the Administrator of the Rural Electrification Administration, to be payable over a period of 35 years at a rate of interest of two per centum per annum, in order to finance certain improvements, enlargements, extensions, betterments and additions of and to the Existing Electric System for the purpose of furnishing electric energy to approximately 181 additional consumers; and WHEREAS, there has been presented to a sPeci4l meeting of the board of directors held January 27, 1964, a loan contract dated as of October 28, 1963 , executed - on behalf of the Administrator . of Rural Electrification Administration, which provides for a loan by United States of America to the District in the amount, for the term and the rate of interest hereinabove referred to, which - loan will be evidenced by . the eventual issuance of general obligation bonds of the District to be issued and sold to United States of America pursuant to a resolltion to be adopted by the board of Directors of the District and ,WHEREAS, the full faith and credit of the District supported by the the -District's taxing powers to the maximum. extent provided for by law will be pledgedto the payment of such general obligation bonds; and WHEREAS, the bo dy-.of %diredtofs- Ibf the District may, pursuant to section 16578 of the District Act, on behalf of the District, and without ,having obtained approval and authorization therefor by the electorate of the District, accept a loan from United States of America and issue general obligation bonds to evidence such loan; and WHEREAS, the board of directors of the District have found and determined ` that it is necessary and vonveient . that the District borrow said sum of $367, 000 from United States of America upon the terms and conditions specified in said loan contract dated as of October 28, 1963; and WHEREAS, said loan contract has been read by the secretary of the District to . said special meting of the board of directors, held January 27, 1964, and has been considered by the board section by secthn, and has been approved by counsel for the District; NOW, THEREFORE BE IT . ENACTED BY THE BOARD OF DIRECTORS OF TRUCKEE PUBLIC UTILITY DISTRICT 1. .-The president of the board of directors is hereby authorized and empowered to execute the loan contract dated as of October 28 , 19630 by United States of America, acting through the Administrator of Rural Electrification Administration, and the secretary is directed to annex the corporate seal of said District to said contract. Minutes January, 27, 1964 Continued - ORDINANCE NO. 64-01-continued 2. The pres ident - . of- the board of directors and the other officers of the District are hereby authorized to .perform- all acts required to..be done _by. -the .- terns -of- such contract, and the board of . directors is specifically authorized to adopt a resolution ---and takle such further -. action as may be required in connection with the eventual issuance of- -the. bonds which will evidence the loan,provided for in said loan contract, 3. The secretary of the District is hereby authorized and -- directed to post and publish this -ordinance in - accordance with the requirements of the- District Act. - 4 . An - order - shall be entered in the next Knee t ing of the board - of .directors of. the District after this ordinance has taken effect that this ordinance has been duly posted - and published* , 5 This ordinance --shall take effect on- the 30th - day after its passage. , S1 Edward N . Aweeka - -President of -the Board of Directors of TRUCKEE PUBLIC UT IL 1TY - DISTRICT Attest S/_Francis Longo Secretary The secretary -was then directed to identify the fora of loan contract as having been acted upon at this meeting and to annex such f srm - to the minutes of this meeting Thereupon, on motion duly made, seconded and unanimouslycarried* it was resolved that the meeting be recessed to enable the officers of the commission -to execute the loan ..contract. Above motion made by Director McIver, seconded by Director Spillner . The meeting reconvened at 9:00-o'clock, P.M.o on the same date, to wit t January 27 , 1964, with qulor of the Board present, and the chairman stated to the meeting that the loan contract had - -been - duly executed on behalf of the Distract. There being no further business to come before the meeting, it was moved by Director McIver and seconded by Director Spillner-and unanimously carried, . the meeting adjourned. Edward N. Awee]ca, Chairman M. Midyetts Recording Secretary i WAIVER OF NOTICE We, the members of the Board of Directors of Truckee Public Utility District -.hereinafter called the "District") waive all notice of time, place and purpose of a special meeting of said Board of Directors and fix Main Street, in Truckee, State of California, as the 27th day of January, 1964, at 8: 00 o'clock, P.M., as the time for the holding of such meeting for the purpose of acting upon: 1. The authorization of the execution of loan contract with United States of America (hereinafter called the "Government"), acting through the Administrator of the Rural Electrification Administration, and which will provide, among other things, for a loan of not to exceed $367, 000 to finance the construction of certain improvements, enlargements, extensions betterments and additions both inside and outside the boundaries of the District of and to the existing electric system of the District for the purpose of furnishing electric energy to approximately 181 additional consumers, such loan to be financed with the proceeds of an issue of general obligation bonds of the District, payable serially, secured by the pledge of the full faith and credit of the District supported by its power to levy and collect taxes to the maximum extent presently provided provided by 1 aw ; and 2. The adoption of an Ordinance for the execution and delivery of said loan contract and the taking of such action as may be required by law in connection with the adoption of said Ordinance* IN WITNESS WHEREO we have hereunto set our hands this 27th day of Jan 1964 10 10 00 797/Y Being all members of the Board of Directors of Truckee Public Utility District Minutes January 17, 1964 Continued Manager reported no well in at Prosser Heights as yet. Director McIver stated he wanted to see volume run out for thirty-six hours and if not enough water another well would have to be drilled. Manager advised the District did not have water rights to Shepherders Spring but a permit only.., Director Aweeka felt if the Golf Course was sold the. District Should- use some of the money to improve sheepherders. Manaaer advised if not imnroved this vPar t-hP 9-1113 JS : i3m 10/25/63 REA Project Designation: CALIFORNIA 44A TRUCKEE DISTRICT PUBLIC LOAN CONTRACT between TRUCKEE PUBLIC UTILITY DISTRICT and UNITED STATES OF AMERI CA Dated as of October 28, 1963 eo",- identified as form of document presented to and approved the 4 r-: c�_^ctrs tr,s of t �, l�e abr �•� named by corporation at a Ca -Ming held f Secretary_ of Meeting DEPARTMENT OF AGRICULTURE RURAL ELECTRIFICATION ADMINISTRATION No. 9-1113 AGREEMENT, made as of October 28, 196 3 , pursuant to the Rural Electrification Act of 1936, as amended (7 U.S.C. 901 et (hereinafter called the "Act"), between TRUCKEE PUBLIC UTILITY DISTRICT (hereinafter called the "District"), a public utility district organized and existing under the laws of the State of California, and UNITED STATES OF AMERICA (hereinafter called the "Government") , acting through the Administrator of the Rural Electrification Administration (hereinafter called the "Administrator"). WHEREAS, the District Authorized pursuant to The public Utility District Act (hereinafter called the "District Acts') of California (West's Cal. Ann. Codes, as amended, Vol. 58, Div. 7 [1956]) to issue general obligation bonds to pay the costs incurred by it to acquire, construct, own, operate, control,or use, within or without or partly within and partly without the District public works, including a revenue producing public utility for supply- ing its inhabitants with light, power and heat, and the District is further authorized to do all things necessary or convenient to the full exercise of the powers granted to it under the District Act; and WHEREAS, the board of directors of the District (hereinafter called the "Board of Directors") may, pursuant to section 16578 of the District Act, on behalf of the District, and without having obtained approval and authori- zation therefor by the electorate of the District, accept a loan from United States of America, or any department, instrumentality or agency thereof, and issue general obligation bonds to United States of America evidencing the loan received by the District from United States of America; and WHEREAS, the District presently owns and operates an electric utility distribution system (hereinafter called the "Existing Facilities"), consisting of electric transmission., distribution and service lines and related facilities serving approximately 677 consumers within the territorial limits of the District in Nevada County, California; and WHEREAS, the District has heretofore deterrained that the Existing Facilities should be improved, enlarged, bettered, extended and added tb in certain areas wherein the District is authorized by the District Act to furnish service in order to serve approximately 181 additional consumers; and WHEREAS, the District has applied to the Government for a loan (hereinafter called the "Loan"), in an amount not in excess of $367 ,000, to be effected by the sale to the Government of a series of the District's general obligation bonds, to finance the construction by the District of the additional electric facilities which are required to bring electric service to said additional 181 consumers and the Government is willing to make the Loan to the District upon the terms and conditions hereinafter provided; NOW, -THEREFORE, for and in consideration of the mutual agreements herein contained, the District and the Government agree as follows; ARTICLE I ISSUE AND SALE OF BONDS SECTION 1. For the purpose of furnishing electric energy to persons in rural areas not receiving central station electric service, the District shall issue and sell to the Government, and the Government shall purchase F from the District at the par value thereof, subject to the credit for accrued if 9a-1113 or in lieu thereof, an interim certificate or certificates in form and substance satisfactory to the Administrator, accompanied by such receipts, certificates, documents and opinions as the Administrator may reasonably request. The Bonds so delivered shall be of maturities designated by the Administrator. Upon receipt of the Bonds so delivered, the Government shall pay to the District, at such place or places as the Administrator may designate, an amount equal to the aggregate principal amount of the Bonds so delivered, and shall deliver to the District on the date of each delivery by the District to the Government of any of the Bonds, an appropriate credit memorandum for the interest which shall have accrued thereon to the date of such delivery. The Government shall accept such credit memorandum on the next interest payment date following such delivery as payment of the interest which shall have accrued on the bonds so delivered from the date of such Bonds to the date of such delivery. SECTION 5. The District shall cause all moneys received by it from the Government hereunder for Bonds to be deposited in trust for the Government promptly after the receipt thereof in a bank or banks which shall have been approved by the Administrator. Any account (hereinafter called "Special Con- struction Account") in which any such moneys shall be deposited, shall be designated as the "Truckee Public Utility District, Trustee, Special Con- struction Account". Moneys in any Special Construction Account shall be used solely -for financing the construction of the Project and may be with- drawn and paid out only upon written warrants duly approved by the general manager of the District and the Board of Directors and signed by the president of the Board of Directors and another officer of the District. The District, unless otherwise required by law, shall not deposit or allow to remain on deposit any funds advance hereunder in any bank or other depositary after notification by the Administrator to the effect that such bank or other depositary is not satisfactory. SECTION 6. The District shall cause each payment for the Bonds received by it from the Government hereunder to be expended only for such of the purposes specified in the statement of purposes submitted to the Administrator in connection with the requisition for such payment as shall have been approved by the Administrator. SECTION 7. Any moneys remaining unexpended in any Special Con- struction Account upon completion of the Project or upon the closing of the Loan shall be applied by the District to the payment of or on account of the Bonds previously purchased by the Government as the Administrator shall designate. If such moneys shall be insufficient to pay one Bond, or if there shall be a balance of such moneys remaining after the payment of such Bonds as the Administrator shall designate, the Government will cause such balance to be credited as a part payment of principal on the Bond of the latest maturity then outstanding and shall cause to be delivered to the District an appropriate credit memorandum indicating the fact, date and amount of such credit. SECTION 8. The Administrator may from time to time determine the amount required to enable the District to perform its obligations hereunder. Upon notification by the Administrator to the District in respect of any such determination, any reduction in the maximum amount of the Loan result- ing therefrom shall be conclusive and binding upon both the Government and the District and the Government shall not be obligated to'purchase the Bonds, or such one thereof, as the Administrator shall designate, in an owaft aggregate principal amount equal to the amount of such reductions. When -4- 9-1113 SECTION 3. The District shall, if the Administrator shall so require, invite bids for construction work on the Project, and for materials, equipment or supplies to be used therein, and the District shall include all persons designated by the Administrator among those invited to submit bids. If the Administrator shall so require, the District shall open � bids in the presence of a representative of the Administrator and, in any event, the District shall open all bids publicly at the time and place which shall have been specified in the notice to bidders. The District shall award each contract to the lowest responsible bidder, - unless all bids are rejected, or unless, to the extent the District may award contracts to a bidder other than the lowest responsible bidder, the Administrator shall approve the award of the contract to another responsible bidder upon a showing that the award of the contract to such bidder is in the best interests of the District. SECTION 4. The Administrator may supervise the construction and equipment of the Project, and shall have the right to inspect, examine, and test all work and materials relating thereto, and the District shall provide reasonable facilities therefor for the use of the Administrator and his agents. The Administrator may reject any defective material or workmanship and require that any such material shall be satisfactorily replaced with proper material and that any such workmanship shall be satisfactorily corrected. SECTION 5. The District shall, at such time as the Administrator shall determine, furnish to the Government (a) such certificates of the approved engineer or engineers and of the officers and employees of the District as the Administrator shall require with respect to the construction of the System or any section thereof, and the cost thereof, and (b) a complete and detailed engineering and legal description of the System, or any section thereof, including a map or maps, in form satisfactory to the Administrator, showing the location and classification of all lines, substations and transformers. SECTION 6. The provisions of sectionsl to 5, inclusive, of this article III shall be subject to the applicable provisions of law. ARTICLE IV PARTICULAR COVENANTS SECTION 1. If the Administrator shall so require, the District shall designate one or more engineers who shall perform the engineering services involved in the construction of the Project or the several sections thereof, and shall execute all certificates and other instruments per- taining to engineering details required hereunder to be delivered to the Government. SECTION 2. The District shall submit, when the Administrator shall so require and subject to the Administrator's approval, (a) plans and specifications for the construction of each section of the Project, identified by the signature of the approved engineer for such section and, if the Administrator shall so require, certified by such officers of the District as the Administrator shall require, as having been approved by the District; (b) a contract or contracts for the construction of the Project providing, if the Administrator shall so require, for the Construction -6- 9-1113 other documents and papers of every kind belonging to or in the possession of the District in anywise pertaining to the System or other public works or public utilities of the District, regardless of the nature thereof. ,00" SECTION 7. The District shall be bound by and perform all of the terms and provisions of the Bond Resolution. SECTION 8. The District shall, in performing its obligations hereunder and under the Bond Resolution, comply in all respects with the provisions of the Constitution and all applicable laws of the State of California. The District shall cause each act or duty required to be performed by it or on its behalf hereunder to be performed by the officer, council, department, board or commission who or which is charged by law with the performance thereof. SECTION 9. The District shall forthwith, upon receipt thereof, deliver to the Administrator any contractor's or subcontractor's bond or bonds relating to the construction of the Project. SECTION 10. The District shall not serve any consumers through the Project until the District shall have been furnished evidence that such consumers' premises have been properly wired. No portion of the Project shall be operated or energized until the District shall have furnished evidence satisfactory to the Administrator that the District has complied with the provisions of section 4 of this article IV in respect of that portion of the Project to be operated or energized. SECTION kl. The District represents and warrants as follows: (a) it is a public utility district duly existing and in good standing under and by virtue of the laws of the State of California, and it has corporate power to enter into this agreement and to perform every act required to be performed by it hereunder; (b) all proceedings that are necessary for the valid execution of this agreement by it have been duly taken and all required authorizations therefor have been secured; (c) that the status of the District in respect of litigation or other legal proceedings affecting the District or any of its properties, and the Bonds is as set forth in a certificate signed and sealed by the secretary of the District and submitted herewith; (d) it has not entered into any contract for construction, materials, equipment or engineering in connection with the Project, except such as have been approved by the Administrator; and (e) every statement contained in this agreement and in its application for the Loan and in every other document, statement, certificate and opinion submitted to the Government by it or in its behalf is true and correct. SECTION 12. No fee or commission has been or shall be paid and no agreement therefor has been or shall be entered into by the District or any of its officers, employees, agents or representatives in order to secure the Loan. SECTION 13. The District shall use or cause to be used in connection with the expenditure of funds made available hereunder only such unmanufactured articles, materials and supplies as have been mined or produced in the United States, and only such manufactured articles, materials and supplies as have been manufactured in the United States substantially all from articles, materials or supplies mined, produced, or manufactured, as the case may be, in the United States, except to the extent the Administrator shall determine that suct use shall be impracticable or that the cost thereof shall be unreasonable. , 8~ 9-1113 9J63 Presidents Committee on Equal Employment Opportunity which is paid' for in whole or in part with funds obtained from the Federal Government or borrowed on the credit of the Federal Government pursuant to a grant, contract, loan, insurance or guarantee, or undertaken pursuant to any Federal program involving.such grant, contract, loan, insurance or guarantee, the following equal opportunity clause. - During the performance of this contract, the contractor agrees as follows: (1). The contractor will not discriminate against any employee or applicant for employment because of race, creed, color or national origin. The contractor will take affirmative action to ensure that applicants are employed, and that em- ployees are treated during employment without regard to their race, creed, color or nat iona 1 origin. Such action sha I 1 include, but not be limited to the follow- ing: employment, upgrading, demotion or transfer; recruitment or recruitment ad- vert is ing ; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. (2) The contractor will, in all sol is itat ions or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, creed, color or nation- al origin. .(3) -The contractor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understand- ing, a notice to be provided advising the said labor union or workers' representative of the contractor's commitments under this section, and shall post copies of the no- tice in conspicuous places available to employees and applicants for employment. . (4) The contractor will comply with all provisions of Executive Order No. 10925 of March 6, 1961,-as amended by Executive Order 11114 of June 22, 1963, and of the rules, regulations and relevant orders of the President's Committee on Equal Employment Opportunity created thereby. (5) The contractor will furnish all information and reports required by" Exe- cutive Order 10925 of March 6, 1961, as amended by Executive Order 11114 of June 22, 1963, and by the rules, regulations and orders of the said Committee, or pur- suant thereto, and will permit access to his books, records and accounts by the administering agency and the Committee for purposes of investigation to ascertain compliance with such rules, regulations and orders. (6) In the event of the contractor' s -noncompliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations or orders, this contract may be cancelled, terminated or suspended in whole or in part and the con- tractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Execu- tive Order No. 10925 of March 6, 1961, as amended by Executive Order 11114 of June 22, 1963, and such other Sanctions may be imposed and remedies invoked as provided in the said Executive Order or by rule ,, . regulation or order of the President's Committee on Equal Employment Opportunity,_ or as otherwise provided by law.'I (7)- The contractor will include the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations or orders of the President's Committee on Equal Employment Opportunity issued pursu- ant to section 303 of Executive Order 10925 of March 6, 1961, as amended by Execu- tive Order 11114 of June 22, 1963, so that such provisions will be binding upon each subcontractor or vendor. The contractor will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncomp 1 iance : Pro- vided, however, That in the event a contractor becomes involved in, or is threaten- ed with, litigation with a subcontractor or vendor as a result of such direction by the agency, the contractor may request the United States to enter into such li- tigation to protect the interests of the United States. -10 - 9-1113 The District further agrees that it will be bound by the above equal opportunity clause in any federally assisted construction work which it performs itself other than through the permanent work force directly employed by an agency of government. The District agrees that it will cooperate actively with the adminis- tering agency and the President's Committee on Equal Employment Oppor- tunity in obtaining the compliance of contractors and subcontractors with the equal opportunity clause and the rules, regulations and relevant orders of the Committee, that it will furnish the administering agency and the Committee such information as they may require for the supervision of such compliance, and that it will otherwise assist the administering agency in the discharge of the agency's primary responsibility for securing compliance. The District further agrees that it will refrain from entering into any contract or contract modification subject to Executive Order 11114 with a contractor debarred from, or who has not demonstrated eligibility for, Government contracts and federally assisted construction contracts pursuant to Part III, Subpart D of Executive Order 10925 and will carry out such sanctions and penalties for violation of the equal opportunity clause as may be imposed upon contractors and subcontractors by the administering agency or the Committee pursuant to Part III, Subpart D of Executive Order 10925. In addition, the District agrees that if it fails or refuses to comply with these undertakings the administering agency may cancel, terminate or suspend in whole or in part this contract, may refrain from extending any further assistance under any of its programs subject to Executive Order 11114 until satisfactory assurance of future compliance has been received from such District, or may refer the case to the Department of Justice for appropriate legal proceedings. SECTION 18. The District shall, whenever requested so to do by the Administrator, submit evidence satisfactory to the Administrator of the economic and engineering feasibility of each part of the System designated by the Administrator. If the District shall fail to submit such evidence with respect to any such part, the Government may refuse to make any advance or further advances hereunder or the Administrator may determine that such part shall not be constructed and in such event the District shall not construct such part. Any determination by the Adminis- trator hereunder shall be conclusive and binding upon both the Government and the District. SECTION 19. No funds shall be advanced on account of the Loan to finance the acquisition of any real property by the District, or any construction thereon, until the District shall have submitted evidence satisfactory to the Administrator that it has acquired or will acquire such right, title or interest in such real property as the Administrator may require. ARTICLE V EVENTS OF DEFAULT AND REMEDIES SECTION 1. The happening of any of the following events (here- inafter called "events of default") shall constitute a default by the District under this agreement: (a) any failure to perform, or any violation of, any term, covenant, promise, condition or agreement on the part of the District to be iomwk performed hereunder at the time and in the manner herein provided; or (b) any breech of any warranty or any material or substantial inaccuracy in any representation on the part of the District; or (c) any failure to perform, or any violation of, any term, covenant, :.,",.----promise, condition or agreement on the part of the District to be performed under the Bond Resolution at the time and in the manner therein provided. SECTION 2. Upon the happening of any event of default, as 9-1113 attested by its secretary, and sealed with the seal of the District, all as duly authorized by resolution duly adopted by the Board of Directors of the District, as of the day and year first above written, TRUCKEE PUBLIC UTILITY DISTRICT by. President of its Board of Directors Attest • by e r Secrete Clerk, TRUGKEE PUBLIC UTII��� DISTRICT Secretary (Seal) 00ft -14- UNI TED STATES OF AMERI CA by Administrator of Rural Electrification Administration W SECTION 6. The Administrator, in his absolute discretion and upon such terms and conditions as he may determine, may waive the performance or doing of any one or more of the acts to be performed or things to be done by the District, and any provision of this agreement may be modified or amended by mutual consent of the District and the Administrator. The District shall not claim any modification, amendment, rescission, release or annulment of any part of this agreement except pursuant to a written instrument subscribed by the Administrator. The certificate by or on behalf of the Administrator approving the requisition for an advance of funds hereunder shall constitute a finding of sufficient performance by the District of all acts prerequisite to such advance, or a waiver thereof; provided, however, that any such waiver shall be effective only with reference to such advance and shall not preclude the Administrator from requiring full performance of the acts so waived as a prerequisite to any subsequent advance. SECTION 7. The District shall not assign this agreement or any part hereof or any moneys due or to become due hereunder. SECTION 8. The descriptive headings of the various articles of this agreement were formulated and inserted for convenience only and shall not be deemed to affect the meaning or construction of any of the provisions hereof, SECTION 9. All demands, notices, approvals, designations or directions hereunder permitted or required to be made upon or given to the District shall be mailed to the District at Truckee, California, or such other address as the District shall designate in writing to the Adminis- trator. All notices, designations or communications hereunder permitted or required to be given or sent to the Government or to the Administrator shall be mailed to the Administrator at Washington 25, D._ C., or such other address as the Administrator shall designate in writing to the District. SECTION 10. This agreement may be simultaneously executed and delivered in two or more counterparts, each of which so executed and delivered shall be deemed to be an original, and all shall constitute but one and the same instrument. SECTION 11. Under no circumstances shall the District be obligated to do or perform any act or thing prohibited by the Constitution or laws of the State of California, and any covenant, undertaking or agreement herein contained contrary to such Constitution or laws shall be deemed of no effect. The invalidity of any one or more phrases, clauses, sentences, paragraphs or provisions of this agreement shall not affect the validity of any remaining portion or portions hereof. SECTION 12. When the District shall have paid in full the prin- cipal and interest on all the Bonds purchased from it by the Government hereunder, then this agreement shall terminate and the District shall be released from all obligations hereunder. IN WITNESS WHEREOF, the District has caused this agreement to be executed in its name and on its behalf by the signature of the president of its Board of Directors s:�r' fil:e cc�U..rer s 1_�..atLjre of -'As clerk sir 5XIM 9-1113 specified in section 1 of this article V, the Government may exercise any one or more of the following rights, privileges, powers and remedies to the extent that the exercise thereof is not prohibited by law: (a) refuse to make any further purchases of the Bonds, but the refusal of the Government in such circumstances to make further purchases of the Bonds shall in no event impair the obligation of the District under the Bonds theretofore purchased. Any purchase of the Bonds made by the Government after the happening of any event of default shall not, however, constitute a waiver of any default and shall not further obligate the Government; and (b) either at law or in equity or by statute, by suit, action or other proceedings, protect and enforce the rights of the holder or holders of the Bonds then outstanding, or enforce and compel the performance of any or all covenants and duties herein specified on the part of the District or its officials to be performed. SECTION 3. Every right, privilege, power or remedy herein or in the Bond Resolution conferred upon or reserved to the Government or to the holder or holders of the Bonds shall be cumulative and shall be in addition to every other right, privilege, power and remedy conferred or reserved,.hereunder or now or hereafter existing at law or in equity or by statute. The pursuit of any right, privilege, power or remedy shall not be construed as an election. ARTICLE VI. MISCELLANEOUS SECTION 1. No Member of or Delegate to the Congress of the United States of America shall be admitted to any share or part of this agreement or to any benefit to arise herefrom other than receipt of electric service through the System on the same terms as other consumers served by the System. SECTION 2. The District and each of the officers signing this agreement respectively acknowledge that they have received copies of sections 286, 287, 641, 1001 and 1361 of Title 18, United States Code, Crimes and Criminal Procedure. SECTION 3. Any reference herein to the Administrator shall be deemed to mean the Administrator of the Rural Electrification Administration or his duly authorized representative or any other person or authority in whom may be vested the duties and functions which the Administrator is now or may hereafter be authorized by law to perform. SECTION 4. The term "plans" or "plans and specifications" shall include any changes therein or modifications thereof that may from time to time be agreed upon by the District and the Administrator. SECTION 5, No counsel, engineer, instrument, or act of the District, who or which shall be subject to the approval of the Administrator, shall be deemed to be approved unless and until the District shall have received the approval in writing of the Administrator or of his duly authorized representative in respect thereof. -12- 9-1113 SECTION 14. The District shall cause the System to be maintained in good repair and working condition, and shall cause the same to be continually operated in an efficient manner at a reasonable cost and from time to time cause to be made all needful and proper repairs, renewals and replacements. SECTION 15. The District shall do or cause to be done such acts, adopt or cause to be adopted such resolutions and deliver or cause to be delivered such further assurances as may be necessary or proper for the better assuring of or to secure further the rights and remedies of the holder or holders of the Bonds. SECTION 16. The District shall make diligent effort to extend electric service to all unserved persons in rural areas in which the District is authorized by law to provide service who (a) desire such service and (b) meet all reasonable requirements established by the District as a condition of such service. SECTION 17. The District hereby agrees that it will incorporate or cause to be incorporated into any contract for construction work, or mnAifiratinn thprenf_ as defined in the rules and regulations of the -9- 9-1113 thereof in one or more sections except to the extent the Administrator shall permit the construction thereof by force account; (c) contracts with the approved engineer for all necessary engineering services in connection with the construction of the several sections of the Project, and (d) a contract or contracts for the purchase of materials, equipment and supplies for use in connection with the construction or operation of the Project. SECTION 3. The District shall not without the consent of the Administrator enter into any contract for (a) tre_construction of the t Project, or any part thereof; (b) engineering or other services pertaining to the Project; and (c) the purchase with funds advanced hereunder of materials, equipment or supplies for use in connection with the construction of the Project unless the effectiveness of each such' contract shall be conditioned upon the approval of the Administrator; provided, however, that such purchases, not in excess of $100 in any one instance and 'in the aggregate not in excess of one per centum (1%) of the maximum amount of the Loan, shall not require the prior consent or approval of the Administrator. SECTION 4. The District shall take out, at the times the res- pective risks are incurred, and maintain, at all times until the completion of the Project, insurance of such classes and in such amounts as the Administrator shall have determined to be advisable to safeguard the interests of the District and the Government. The District shall submit to the Administrator a schedule of the insurance which it proposes to take out and, following the Administrator's approval thereof, shall deliver to the Government, subject to the approval of the Administrator, originals or duplicate originals of policies effecting such insurance or certificates in respect thereof, The District shall from time to time make changes in such insurance as the Administrator shall determine to be advisable. In the event that the District shall fail to take out or maintain insurance determined by the Administrator to be advisable as aforesaid, the Admin- AO istrator may take out such insurance on behalf of the District and the District shall pay the cost thereof. SECTION 5,. The District shall submit to the Government, when and to the extent required by the Administrator, evidence satisfactory to the Administrator that the District has obtained easements from landowners and releases from lienors and also franchises, authorizations, permits, licenses, certificates of public convenience and necessity, approvals, and orders from public bodies and others, which the Administrator shall deem necessary or advisable in connection with the System, and, if required so to do by the Administrator, the District shall cause such easements and releases to be recorded in appropriate offices of record. None of the funds advanced on account of the Loan shall be used by the District to pay for easements obtained from landowners or releases obtained from lienors. SECTION b. The District shall at all times cause to be kept proper books, records and accounts in which full and true entries shall be made of all dealings, business and affairs of the District in connection with the System separate and apart from its other public works and public utilities in accordance with good accounting practice, and shall safely preserve the same, The Government through its agents, representatives, accountants or attorneys, shall at all times during reasonable business hours have access to and the right to inspect and to make copies of all books, records and accounts, and all invoices, contracts, leases, pay rolls, cancelled checks, statements, plans, specifications, drawings and ...7 9-1113 the Administrator shall determine that no further funds are required to be advanced by the Government hereunder in order to enable the District to perform its obligations hereunder, the Administrator shall, at such time thereafter as he shall elect, execute and deliver to the District a loan closing certificate (hereinafter called the ''Loan Closing Certi- ficate"), which shall, among other things, specify the date of the closing of the Loan, and the amount of the unpaid principal of and the unpaid ..� interest on the Bonds. 0 SECTION 9. If within two years from the date hereof, the District has not complied with all conditions precedent to the purchase by the Government of all of the Bonds in the aggregate prifttiWl amount of $367,000, including the submission of requisitions for the purchase thereof in compliance with section 2 of article II hereof, the Administrator may, at any time or times thereafter, request the District in writing to advise the Administrator whether the District will require any further funds hereunder to complete construction of the Project and if so, to submit evidence to the Administrator within thirty days of the District's- ' . need for additional time for compliance with such conditions. Upon con- sideration of such evidence, ifi,any, and all other relevant circumstances, the Administrator may, in his discretion, by written notice to the District, terminate any obligation of the Government to purchase any Bonds not theretofore purchased by the Governments and such action by the Administrator shall be conclusive. ARTICLE III CONSTRUCTION SECTION 1. The District shall cause the Project to be constructed under contract with a responsible contractor or contractors, except to the extent that the Administrator shall permit the District to construct by force account any portion or portions of the Project. The term "force account" shall mean the prosecution of construction work by the District on its own account and the furnishing by the District of all labor, transportation, materials, tools, supplies and equipment used in connection therewith. Force account construction shall be prosecuted subject to such terms and conditions as the Administrator shall prescribe and the District shall keep accurate and detailed records of all costs and expenses in connection therewith. The Project shall be constructed in such sections as the Administrator shall direct. SECTION 2. The Project shall be constructed in accordance with the approved plans and specifications hereinafter provided for, the pro- visions of this agreement, and all contracts and subcontracts made pursuant hereto. Construction of the Project or, if the Administrator shall require the Project to be constructed in sections, of the respective sections, shall be commenced promptly after the Government shall have notified the District to commence such construction, and the Distiict shall cause such construction to be prosecuted diligently and to be completed within such reasonable time as the Administrator shall prescribe, unless prevented from so doing by cause beyond the control and without the fault or negligence of the District, including fires, f foods , strikes, and unusually severe weather conditions. -5- (2) evidence that the District has duly registered when and where required by law with all State and Federal authorities and obtained therefrom all authorizations, permits and approvals to the extent required by law in order to enable the District validly to adopt the Bond Resolution, to execute and deliver the Bonds and this agreement; and to construct and operate the System; and (3) an opinion of counsel, who shall have previously been approved by the Administrator, in form and substance satisfactory to the Administrator; and (b) furnish to the Government such information, opinions, documents and proofs, in addition to the foregoing, as may be reasonably requested by the Administrator. SECTION 2. The District, after compliance by it Oith the requirements of section 1 of this article II, shall from time to time submit to the Administrator requisitions in form and detail as the Administrator sID.All prescribe, requesting the Government to take delivery of and make payment for a designated principal amount of the Bonds. Each requisitl[on shall be accompanied by the following: (a) evidence satisfactory to the Administrator that the construction of the Project to the date of the requisition complies in all respects with the approved plans and with the provisions of this agreement; (b) a certificate of an official of the District, satisfactory to the Administrator, which shall specify(-l.) all payments not previously accounted for, theretofore made by the District from payments for the Bonds previously received by the District from the Government here- under, and (2) all unpaid obligations incurred in connection with and relating to the Project; (c) a statement, in such form and detail as the Administrator shall prescribe, by an official of the District, satisfactory to the Administrator, setting forth the purposes for which it is intended the requested payment for the Bonds will be used by the District; and (d) such information, opinions, documents and proofs in addition to the fore tying as may reasonably be requested by the Administrator. SECTION 3. Upon delivery to the Administrator of a requisition and accompanying documents complying with the provisions of section 2 of this article II, the Administrator shall, within a reasonable time thereafter, if the District has complied with the provisions of section 1 of this article II to the satisfaction of the Administrator, determine the amount which, in his opinion, will be sufficient for such of the purposes specified in the statement of purposes accompanying the requisition as the Administrator shall approve. Such amount shall be $1,000 or some multiple thereof. The Administrator may at any time, as a condition to the purchase of any one or more of the Bonds, require compliance by the District with any one or more of the terms and covenants of this agreement to be performed by the District. SECTION 4. The District shall, upon notification by the Administrator of any such determination provided for in section 3 of this article II, deliver, or cause to be delivered to the Government, Bonds in definitive form having an aggregate principal amount equal to the amount so determined by the Administrator, !IV#]! 9-1113 interest hereinafter provided for in section 4 of article II hereof, an issue of general obligation bonds of the +_ strict. to be designated "Truckee Public Utility District Electric Bonds, First 2% Series" (hereinafter called the "Bonds") in an aggregate principal amount not in excess of $367,000, to finance, pursuant to the provisions of the Act, the construction of certain improvements, enlargements, extensions, betterments and additions of and to the Existing Facilities (said improvements, enlargements, extensions, better- ments and additions being hereinafter called the "Project", and the Existing Facilities, as improved, enlarged, extended, bettered and added to by the Project or otherwise being hereinafter collectively called the "System"), the System to be located in the County of Nevada, and in counties contiguous thereto, all in the State of California. SECTION 2, The Bonds shall be in the denomination of $1,000 or some multiple thereof, and shall bear interest at the rate of two (2%) per centum per annum, payable semi-annually on May 1 and November 1 in each year. The Bonds shall mature serially in order of serial numbers, lowest numbers first, beginning on the semi-annual payment date nex+ a-fter three years from their date. The Bonds shall otherwise be in form and substance satisfactory to the Administrator. SECTION 3. The Bonds shall be issued pursuant to a resolution (hereinafter called the "Bond Resolution") to be adopted by the Board of Directors in conformity with the Constitut'on and laws of the State of California, and the Bond Resolution shall be in form and substance satis- factory to the Administrators Such Bond Resolution shall provide, among other matters: (1) that the District shall pledge its full faith and credit for payment of the Bonds, supported by its power to levy and collect taxes to the maximum extent presently authorized by law; (2) that, subject to all applicable provisions of law, the District sb.all maintain and establish, for the payment of the Bonds or to assure economic feasibility of the System, such sinking, reserve and other funds, at such levels and for such periods of time as the Administrator in his sole discretion shall require; (3) that, subject to all applicable provisions of law, the District shall not incur additional indebtedness in connection with the financing of the construction or operation of the System except under arrangements, mutuallyagreedto by the District and the Government; and (4; that the System shall be operated and maintained as a separate and independent self-liquidating public utility. ARTICLE II PAYMENTS, DISPOSITION OF FUNDS AND CREDITS AND PAYMENTS SECTION 1. The District, before the Government shall be required to accept delivery of and make payment for any of the Bonds, shall: (a) deliver to the Government, subject to the approval of the Adminis- trator, evidence of the due authorization of this agreement, the construction and operation of the Project and the issuance of the Bonds, including, without limitation, the following: (1) certified copies of the minutes of the meetings of the Board of Directors at which were adopted the Bond Resolution author- izing the issuance of the Bonds and the ordinance authorizing the execution and delivery of this agreement, and providing for the lawful construction of the Project; -2- Minutes January 17, 1964 Continued Manager reported no well in at Prosser Heights as yet. Director McIver stated he wanted to see volume run out for thirty-six hours and if not enough water another *ell would have to be drilled. Manager advised the District did not have water rights to Shepherders Spring but a permit only.. Director Aweeka felt if the Golf Course was sold the. District ghoul& use some of the money to improve Sheepherders. Manager advised if not improved this year the M-" District would lose it. Manag.pr reported Lewis Well would have to be put into operation during 1964. He advised Board Nevada Pump and Irrigation would run a 36 hour test on well for $300 , 00 if the Distric paid for the power. The testing would be done in February or March. Moved by Director McIver and second by Director Spillner manager be given authorization to go ahead with the testing of the well. So Carried. Resolution No. 6402-Resolution of Acceptance. It was moved by Director Firpo and second by Director McIver Resolution 6402- Engineering Service Contract dated January 15, 1964 between the Truckee Public Utility District and Geo.S. Erskine & Associates, Inc. be adopted. Roll call vote: Aires: Aweeka, McIver, Spillner, Firpo Noes: none Absent: Kaspian There being no further business to be brought before the Board the meeting was adjourned at 2 : 25 P.M. l Edward N. Aweeka, Chairman M. Midyett, Recordirs cretary { t34ih Minutes January, 27 , 1964 Continued ORDINANCE NO. 64-01•-continued 2 . The pres ident - . of. the board of directors and the other officers of the District are hereby authorized to . perborm - all acts required to..be done -by.. the -- terms of such contract, and the board of . directors is specificallyauthorized to adopt a resolution ---and tako such . further - action as may be required in connection with the eventual issuance of- -the- bonds - which -will evidence the loan,provided for in said loan contract. }' 3. The secretary of the District is hereby authorized an" d - directed to post and publish this .ordinance in accordance with the requirements of the- District Act. 4 . An - order, shall be entered in the next meeting of the board - of .directors of the District after this ordinance has taken effect that this ordinance has been duly posted - -and published. 5 ' This ordinance _.shall sake effect on_ the 30th. day after t its passage. S/ Edward N. Aweeka President of the -Bo and , of D ireetor s Of TRUCKEE PUBLIC UTILITY- DISTRICT Attest: S/.Francis Longo Secretary The secretary -was then directed to identify the form of loan contract as having been acted upon at this meeting and to annex s uch l - f ores - .to the minutes of this meeting. Thereupon, on motion duly made, seconded and unanimouslytcarried, it was resolved that the meeting be recessed to enable the officers of the Commission - to execute the loan ..contract. Above motion made by Director McIver, seconded by Director Spillner. The meeting reconvened at 9: 00- o' clock, P .*M. , on the same date, to wit: i January 27, 1964, with of the Board present, and the chairman stated to the meeting that the loan contract had -been --duly executed on behalf of the District. There being no further business to come before the meeting# it was moved by Director McIver and seconded by Director Spillner- and unanimously carried, - the meeting adjourned. Edward N . Aweeka, Chairman M. Midyett, Recording Secretary