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HomeMy WebLinkAbout1964-08-25 Min - BoardFka Truckee, California August 25, 1964 The members of the Board of Directors of the Truckee Public Utility District met in a regular meeting at the office of the District on Main Street, at 7:00 P.M. Upon roll call the following Directors were noted present: Aweeka, McIver, Kaspian, Fi.rpo, Doyle Also present: Longo, Midyett Guests: "Mrs . ' Cecil Edmunds,, Mr. Richard Wood, George eattan, Manley Haltom, Al Pfeandler, Paul VanVl iet, Mr .& Mrs . Donald Halcomb, Mr .& Mrs. Cy Armstrong, Mr .& Mrs. Eugene Welch Howard Hansen, Ray Hintz, Mr .& Mrs, Ciandro, Jack Wolert, Mr, TJkon, Mr, Brody, Harry Stout, Tom Dolley The minutes of August ll, 1964, regular meeting, were read and approved. The minutes Of August 14, 1964, special -meeting, were read and approved The following statement of bank balances, bills paid and bills due were presented to the board for approval. ` ELECTRIC DEPARTMENT Balance in Bank Deposits to Date BILLS PAID TO DATE 8/11/64 Sierra Pacific 8/25/64 Transfer from Savings Payroll Gross Net O.T. J. Giovannoni 200.00 152.65 D . Baxter _ 225.40 191.28 12.60 L . Best 417.00 358.20 81.00 G. Cattan 350.00 292.61 M. Haltom 401.85 348.05 82.65 J. Britt 316.50 259.23 76.50 N. Haltom 197.50 164.56 37.50 J. Hensley 227.32 185.31 47.32 M..Midyett 200.00 163.05 L . Ramirez 140-. 00 117.54 C . Tramley 240.00 192.20 S . Hubl ar 168,62 137,02 6.12 J. Giovannoni 20.00 16.45 L . Best 24.00 19.68 24.00 M. Haltom 22.80 18.70 22.80 Wm, Tolle 41.69 Roberta Huber 72.01 internal Revenue Service�!WH 609.90 $2,730.99 $3,340.13 $390.49 ( $ 9*885,97) :Z 11,768.74 8f453.65 $19,149.85 $ 15,809,72 208 Minutes Continued BILLS FOR BOARDS APPROVAL, Bank Balance $151809.72 W.B. Wetherall 100.00 - Postmaster--Postagi a 50.00 _ 150.00- $150.00 _ $15,659.72 It was moved by Director Kasp ian and seconded by Director McIver the electric bills paid and the bills for approval be paid as listed. So carried. L August 25,1964 WATER DEPARTMENT Balance in Bank 8/'11/64 L Outstanding Bills ' Deposits to Date' 8/25/64 \ L BILLS PAID TO DATE L Taylor Jett. 956.02 Internal Revenue 309,10 $1,265,12 BILLS FOR BOARDS APPROVAL $2, 742.54 ) +314 74.96 $ 732.42 2 f 809.68 " - L $3 , 542.10 1r265.12 $ 2, 276.98- Dir . Aweeka--Sal . July 10.00 Dir. McIver -Sal. July 10.00 Dire Kaspian--Sal .July 5 .Q0 Dir. Spillner-Sal.July 5.00 Dir . ' F irpo=Sal . July l 0.00 Masonic Temple Assoc. -Rent 80.00 120.00 $120.00 $2,156.98- 4 It was - moved by Director Kaspian and seconded by Director McIver. the water bilb paid and the bills for approval be paid as listed. So carried. Manager requested authorization to transfer $766.10 from the water - department to the electric department to take care of water payroll for period, 8-1-64 to 8-15-64. • Moved by Director Kaspian and seconded by ,Director Firpo manager be given authorization to transfer $766.10 to meet August 15th water payroll . So carried, Residents from Olympic Heights appeared before the board requesting something be done concerning -the water. Mr. Armstrong spoke for the group and Aed the 1'h inch line was not Buff icent enough to handle the ten year around customers . Manager stated the reason this had - not been taken care of was due to lack of District funds, Mrs. Halcomb mentioned .instances where she did not have any water at - all and stated the water smells and asked w#y there was so much oil in the water. Mrs. Ciandro advised she had been ill b. number of times due to the water. After consideration of the problems at Olympic Heights . it was moved by Director F irpo and second by �c�e Director Doyle manager be given authorization td".. an 8 " 1 ine approximately 1, 25 0 Ft.' So carried . Mr, Richard Wood, REA Representative, appeared before the board and explained ramifications of REA loan. Mr. Wood stated the conditions Minutes August 25,1964 Continued of the bond resolution were a matter of standard procedure and no matter where the money was borrowed the conditions would be similar, Mr. Wood explained the North South Entertie that would provide terms for wheeling to include this District. Mr. Wood advised the two keys to improve District operation is low interest and lojw cost power, Mr, Wood stated REA loan is the lowest cost F means of financing extension and expansion. Director McIver had two questions to ask Mr. Wood. When is the District going to get reduction and why did REA t 4in Water in the Bond Resolution . Mr . Wood stated he had read the Bond Resolution over a number of times and coot not find where it included water, Director Kaspian asked how long before the district would beable to get cheap power. Mr. Wood stated 'it would take up to two or three years, but felt strongly the District can T get low cost power. Discussion ensued in regards to the closest wheeling point and the cost of the 1 ine , Director Kaspian asked who would build the line and asked if REA would loan the money to build the transmission l ine . Mr. Wood stated REA would loan all they can, but they can't make a non -feasible loan. Mr . Wood felt the District should have a power survey made to find out the most feasible route for the transmission 1 ine . George Caftan presented siib-station costs to the board. Director Kaspian asked Mr. Wood if REA would make the power survey for the- district, Mr. Wood stated he could not legally have the survey made as the District was not an REA borrower. Director Firpo stated he couldn't see where the district would be losing anything by signing the bond resolution. RESOLUTION ##6416. REA Bond Resolution Moved by Director Doyle and seconded by Director Firpo REA Bond Resolution be adopted. Roll Call Vote: AYES: Aweeka, Firpo, Doyle NOES: McIver, Kaspian Absent: None Manager stated he would check with the attorney to see if the bond resolution passed by the above vote. Director Kaspian asked what would happen if the town was in- co,rporated. Mr . Wood stated the town would have two kinds of facilities, Sierra Pacific and REA . Mr. Wood advised incorporation would not effect the District unless Sierra Pacific was given a franchise, then the District would have to getout. F Director Kaspian asked Mr. Wood if he intended to send an engineer out to start on the power survey. Mr. Wood stated he would start right away. Minutes August 25,1964 Continued MANAGERS REPORT Resolution 6417 - Amendment to Old Ache, Survivors, and Disability Ins. Agreement. Moved by McIver and seconded by Firpo Resolution 6417 be adopted. Roll call vote: Ayes: Aweeka, McIver, Kaspian, Firpo, Doyle Noes: None Absent.None T There being no further business to be' brought before the board, it was moved by Director Kaspian and seconded by Director McIver the meeting be adjourned at 10 : 3 0 P . M. t Edward N .- Aweeka, , Chairman _ d M. Midyett, Recor ing secretary 7--1521. PWD ; jmn 7/s16-4 RESOLUTION NO. 64-16 Adopted August 25, 1964 A RESOLUTION PROVIDING FOR THE ISSUANCE OF $36 7 , 000 PRINCIPAL AMOUNT OF BONDS OF TRUCKEE PUBLIC UTILITY DISTRICT; PRESCRIBING THE DATE AND FORM OF SAID BONDS; PRESCRIBING THE INTEREST RATE AND THE MATURITIES THEREOF AND THE SALE '.rtihiQOF TO UNITED STATES OF AMERICA ; AUTHORIZING THE EXECUTION OF SAID BONDS; PROVIDING FOR THE LEVY OF TAXES FOR THE PAYMENT THEREOF; AND PROVIDING FOR THE PLEDGING OF REVENUES TO SECURE SUCH PAYMENT. Identified -as Form of doo=ent presented to and approved by the board of directors trustees of the above named corporation at a meeting held , 19 ef Secretary of Meeting 9No. 4 CALIFORNIA 44 A TRUu&hk, 7-:152i RESOLUTION NO. 6 4-16 PROVIDING FOR THE ISSUANCE OF $36 7, 000 PRINCIPAL AMOUNT' OF ,•-� BONDS OF TRUCKEE PUBLIC UTILITY DISTRICT; PRESCRIBING THE DATE AND FORM OF SAID BONDS; PRESCRIBING THE INTEREST RATE AND THE MATURITIES THEREOF AND THE SALE THEREOF TO UNITED STATES OF AMERICA ; AUTHORIZING THE EXECUTION OF SAID BONDS; PROVIDING FOR THE LEVY OF TAXES FOR THE PAYMENT THEREOF; AND PROVIDING FOR THE PLEDGING OF REVENUES TO SECURE SUCH PAYMENT. WHEREAS, Truckee Public Utility District (hereinafter called the "Dis- trict") is authorized, pursuant to the Public Utility District Act (hereinafter called the "District Act") of California (Division 7, Section 15501 et seq., of the Public Utilities Code of the State of California), to issue general obliga- tion bonds to pay the cost of acquiring, constructing or completing the whole or any portion of any utility or works referred to in the District Act,, or for ac- quiring any works, lands, structures, rights or other property necessary or con- venient to carry out the objects, purposes or powers of the District; and WHEREAS, the District is authorized, pursuant to Section 16 578 of the District Act, to accept loans from the United States of America (hereinafter called the "Government") without limitation by any other provisions of the District Act requiring approval of indebtedness for the purpose of financing the construction, maintenance and operation of any enterprise in which the District is authorized to engage, and the Board of Directors (hereinafter called the "Board of Directors") of the District is authorized to issue bonds to the Government evidencing loans made by the Government to the District, and to do all things necessary in order to avail the District of such loans; and WHEREAS, the District owns and operates a public utility system (said public utility system and all improvements, enlargements, extensions, betterments or additions thereto, whenever and however made, being hereinafter called the "Systems'), consisting of electric transmission, distribution and service lines and facilities; and WHEREAS, the Board of Directors has determined, and does hereby determine, that the System should be improved and enlarged in order to furnish electric ser- vice to persons in rural areas not receiving central station electric service; and WHEREAS, the Board of -Directors, pursuant to the authority vested in it by Section 16578 of the District Act has applied on behalf of the District for a loan in an amount not in excess of $36 7, 000 from the Government and has heretofore approved and authorized the execution of a loan contract (hereinafter called the "Loan Contract") , dated as of October 28, 19631, between the District and the Govern- ment, acting through the Administrator of the Rural Electrification Administration, providing for the sale by the District to the Government of a series of the Dis- trict's general obligation bonds in an aggregate principal amount of $36 7,000, and the purchase thereof by the Government to finance the construction by the Dis- trict of certain improvements, enlargements , extens ions , additions and betterments of and to the System, said improvements, enlargements, extensions, additions and betterments (hereinafter called the "Project") consisting of electric transmission, distribution and service lines and facilities and all substations, transformers, meters and other equipment necessary for the efficient operation thereof; and WHEREAS, the Loan Contract has been executed by and on behalf of the parties thereto; and WHEREAS, the System is a revenue -producing facility, within the meaning of Section 53500 (d) of the Government Code of the State of California, and the Board of Directors desire hereby to pledge the revenues of the System as further security for the payment of the bonds to be sold to the Government, pursuant to Section 53502 of said Government Code, -and also pursuant to Section 16578 of the District Act, as further security for the said loan; NOWT, THEREFORE, BE IT RESOLVED by the Board of Directors as follows: SECTION 1. Bonds (hereinafter called the "Bonds") of the District in the aggregate principal amount of $367,000 to be known as "Truckee Public Utility Dis- trict Electric Bonds, First 2% Series" shall be issued by the District to pay the cost of the construction of the Project. SECTION 2. The Bonds shall be issued to the Government in accordance with law, with the provisions of this resolution and pursuait to the Loan Contract. The Bonds shall be negotiable in form, of the character known as serial and shall be numbered from 1 to 28 both inclusive. Bonds numbered l to 25 both inclusive shall be in the denomination of $13 , 000 each and Bonds numbered 26 to 28 both in- clusive shall be in the denomination of $14,000 each. All Bonds shall bear interest at the rate of two per centum (2%) per annum from their date until paid, payable semi-annually on the first day of January and July in each year, with the first installment of interest payable on January 1, 1965. The principal of and interest on the Bands shall be payable in lawful money of the United States of America at the United States Treasury, Washington, D. C. The Bonds shall be dated July 1, 1964 and shall bear serial numbers and shall mature as follows: Bond Numbers Principal Amount Maturity Date 1 $ 13,000 July 1, 1967 2 13,000 July 1, 1968 3 139000 July 1, 1969 4 13,000 July 11 1970 5 13,000 July 11 1971 6 139000 July 11 1972 7 13,000 July 1, 1973 8 13,000 July 1, 1974 9 13,000 July 11 1975 10 13 ,000 July 1, 1976 11 13,000 July 17 1977 12 13,000 July 1, 1978 13 13,000 July 1, 1979 14 131000 July 1, 1980 15 13,000 July 1, 1981 16 13,000 July 1, 1982 17 13000 July 11 1983 16 13 , 000 July It 1984 19 131,000 July 1, 1985 20 13,000 July 1, 1986 21 131,000 July 1, 1987 22 13,000 July 1, 1988 23 13,000 July 11 1989 24 13,000 July 11 1990 25 131,000 July 17 1991 26 14,000 July 1, 1992 27 149000 July 1, 1993 28 149000 July 1, 1994 Total $367,000 The Bonds shall be registered as to principal and interest in the name of the United States of America. SECTION 3. The Bonds shall be substantially in the following form, the blanks in said form to be filled in with appropriate words or figures, to wit: 7-1521 �" 2 - 0001, REGISTRATION STATEMENT July -11, 1964 This bond is registered pursuant to the statute in such cases made and provided in the name of the UNITED STATES OF AI -MICA and the interest and princi- pal thereof are hereafter payable to such owner. Treasurer of Truckee Public Utility District SECTION 4. The Clerk of the District is directed to cause the Bonds to be lithographed, to cause the blank spaces thereof to be filled in to comply with the provisions hereof, to procure their e�.ecut ion by the proper officers, and to deliver them to the Administrator of the Rural Electrification Administration of the- United States of America. SECTION 5. The Bonds shall be sold by the Board of Directors at the par value thereof subject to the credit for accrued interest, all in accordance with the previsions of the Loan Contract. All credit memoranda received upon the issuance of the Bonds from the Government shall be held by the District until the next interest payment date on the Bonds with respect to which such credit memoranda may have been issued, and on such next interest payment date following the receipt of such credit memoranda, such credit memoranda shall be delivered to the Government in payment of the interest represented thereby. SECTION 6. The President of the Board of Directors is hereby authorized and directed, as such officer, to sign each of the Bonds on behalf of the District, and the Clerk of the District is hereby authorized and directed to countersign each of the Bonds and affix the seal of the District thereto. Such signing, counter- signing and sealing shall be a sufficient and binding execution of the Bonds by the District. In case any of such officers whose signatures or countersignatures appearing on the Bonds or coupons shall cease to be such officer before the delivery of the Bonds to the Government, such signatures or countersignatures shall nevertheless be valid and sufficient for all purposes the same as if they had remained in office unt i 1 the delivery of the Bonds. SECTION 7. Until definitive Bonds are ready for delivery, the District may execute and deliver in lieu thereof one or more typewritten, printed, or litho- graphed interim certificates substantially in the form of the Bonds as set forth in section 3 above, with such insertions, variations and omissions as may be appro- priate and with the following language added: This certificate is issued solely for the convenience of the District pending preparation and execution of the definitive Bond hereby repre- sented and acceptance of this certificate in lieu of said Bond shall not in any way prejudice the rights and privileges of the holder hereof, or in any way limit or impair the obligations of the District, but a l l such rights, privileges and obligations shall be determined as if a properly executed and otherwise valid definitive Bond had been delivered in place hereof. SECTION 8. In case any of the Bonds shall become mutilated or be destroyed or lost, the District shall cause to be executed and delivered a new Bond of like date and tenor in exchange and substitution for, and upon cancellation of, the'mutilated Bond, or in lieu of and substitution for the Bond so destroyed or lost, and if any such Bond so mutilated, destroyed or lost shall have matured, the District may pay the same in lieu of delivering a new Bond in substitution therefor. The applicant for such subo-- st ituted Bond or payment shall furnish. evidence satisfactory to the District of the de- struction or loss of any destroyed or lost Bond and shall also furnish indemnity satis- factory to the District and comply with the requirements of the District in connection therewith. 7-1521 J- 4 -� - 7i21 UNITED STATES OF ANERICA STATE OF CALIFORNIA TRUCKEE PUBLIC UTILITY DISTRICT ELECTRIC BONDS y FIRST 2% SERIES No. $ For value received, the Truckee Public Utility District, a public utility district organized and existing under the Constitution and laws of the State of California, hereby acknowledges itself indebted and promises to pay to the bearer thousand dollars ($ ) on the first day of July, 19 (unless this bond be sooner redeemed as hereinafter provided), with interest thereon from the date hereof at the rate of two per centum (2%) per annum, payable semi-- annually on the first day of January and the first day of July of each year, be- ginning January 1, 1965; at the United States Treasury in the District of Columbia. This bond is issued under and in strict compliance with the Constitution and laws of the State of California and under and pursuant to proceedings of said District duly adopted and taken. This bond is subject to redemption, at the option of said District, prior to the maturity date hereof, on any interest payment date, at par plus accrued in- terest to the date of redemption. Notice of the redemption hereof shall be given by said District by sending to the registered owner hereof 30 days notice in writing by registered mail. After. the date fixed for such redemption, interest on this bond thereafter shall cease. It is hereby certified, recited and declared that all acts, conditions and things required by law to exist, happen and to be performed precedent to and in the issuance of this bond have existed, happened and been performed in due time, form and manner as required by law, and that the amount of this bond, together with all other indebtedness of said District, does not exceed any limit prescribed by the Constitution or laws of the State of California, The full faith and credit of said District are hereby pledged for the punctual payment of the principal of and interest on this bond. IN WITNESS WHEREOF, said Truckee Public Utility District has caused this bond to be executed in its name and on its behalf, under its seal, signed by the President of its Board of Directors and by its Treasurer, and countersigned by its Clerk, and this bond to be dated the 1st day of July, 1964. Countersigned: Clerk of Truckee Public Utility District - 3 - TRUCKEE PUBLIC UTILITY DISTRICT MA President of its Board of Directors 7.1321 SECTION 9. Any of the Bonds at the time outstanding shall be subject to redemption at the option of the District, as a whole or in part, in inverse numerical order, on any interest payment date, at the principal amount thereof plus accrued interest thereon to the date of redemption. Notice of the redemption of any of the Bonds shall be given by the District by notice in writing sent to the registered owner not less than 30 days prior to the date fixed for such redemption. The Clerk of the District shall at all times maintain a record showing the names and addresses of the holders of the Bonds and of the serial numbers of the Bonds held by each such holder. After the date fixed for such redemption of any of the Bonds, interest on such of the Bonds shall cease. SECTION 10. All Bonds issued pursuant to this Resolution which shall be returned or surrendered to the District by reason of the payment or redemption there. - of, or for exchange or for any other reason, shall be forthwith cancelled and cremated and a certificate in respect of such cancellation and cremation executed by the Clerk of the District shall be affixed to the appropriate records of the District. SECTION 11. In order to secure equally and ratably the payment of the prin►- c ipa 1 of and interest on the Bonds according to their tenor and effect without pre- ference, priority, or distinction as to the lien or otherwise of any one Bond over any other Bond by reason of the priority in time of the execution, delivery, or maturity thereof, or the assignment or negotiation thereof, or otherwise, and further to secure the due performance of the covenants, agreements and provisions in this Resolution con- tained, and for the uses and purposes and upon the terms, conditions, and provisos herein expressed and declared, the District does hereby irrevocably pledge, assign and set over unto the Government, and its assigns, all revenues to the extent herein pro- vided derived by the District from the sale of electric energy, or other service ren- dered or furnished by the District by or through the System, after deducting therefrom the actual cost of the operation and maintenance of the properties of the District from which such revenues shall be derived, provided, however, that there shall not at any time be included in such cost of operation and maintenance any amount to pay tr make provisions for the payment of the principal of or interest on any indebtedness of the .._:District maturing more than one (1) year after the date of the incurrence thereof, or :ny allowance for depreciation or obsolescence (the revenues specified in this para- graph as being pledged hereby being hereinafter called the "Revenues") , and a first, prior and paramount lien on the Revenues for such purpose is hereby created. SECTION 12. The District shall, during each calendar month after the adoption of this Resolution, pay over and deposit the Revenues for the preceding month up to $500 a month until July 1, 1966, and up, to $1600 a month thereafter, plus the amounts of any deficiencies in said amounts in previous months due to inadequacies of revenues, in one or more banks (each of which is herein sometimes referred to as a "Depositary") which shall have been approved by the holder or holders of not less than a majority in prin- cipal -amount of the bonds at the time outstanding (hereinafter collectively called the "Majority Bondholders") in a special sinking fund or funds in the Depositary or Depos� lf- taries (such special sinking fund or funds being hereinafter collectively called the "Special Revenue Fund") to be held for the benefit of all of those who shall from time to time hold any of the Bonds (hereinafter sometimes collectively called the "Bond- holders") upon and subject to the terms and conditions in this Resolution contained, until there shall have been accumulated in the Special Revenue Fund an amount of money (hereinafter called 'Current Requirements"') sufficient for the payment of (1) the por- tion of the principal of and interest on the Bonds which shall have become due but which shall be unpaid, if any, and (2) the portion of the principal of and im:-erest on the Bonds which shall become due during the next two months. The District shall also pay into the Special Revenue Fund all of the remaining Revenues, if any, until there shall have been accumulated in the Special Revenue Fund an amount of money (hereinafter called "Reserve Requirements") which shall be sufficient for the payment of the portion of the principal of and the interest on the notes which shall become due during the next succeeding calendar year. Any Revenues remaining after the Current Requirements and Reserve Requirements shall have been met may be used by the District in the general conduct of its business; provided, however, that if the amount in the Special Revenue Funds, having reached the maximum hereinbefore prescribed, shall at any time thereafter 5 fall below a sum equal to the total of the Current Requirements and the Reserve Re- quirements, the District shall be obligated to resume making said payments of the Revenues in the monthly amounts provided in this section into the Special Revenue Fund until the maximum amount here inbefore specified shall have again been accumu. 1 ated therein, it being the intention hereof that before any of the Revenues may be employed by the District in the general conduct of its business the total amount in the Special Revenue Fund shall at all times, so long as any of the Bonds shall be Aawal outstanding, be maintained in an amount equal to the total of the Current Require- ments and the Reserve Requirements. SECTION 13. Any portion of the Special Revenue Fund maintained in any De- positary shall be secured continuously by (a) the pledge to the District by such De. positary of bonds of the Government having an aggregate market value at least equal to the amount on deposit in the particular Special Revenue Fund (all bonds of the Government pledged as such security to be either deposited with the District or held by a trustee or agent satisfactory to the District and the Majority Bondholders), (b) deposit insurance maintained by the Depositary with the Federal Deposit Insurance Cor- poration, or other similar agency of the Government, in an amount equal to the amount on deposit in the particular Special Revenue Fund, or that part thereof not secured as herein otherwise provided, or (c) a surety bond or bonds payable to the District and the Bondholders, which shall be in form, sufficiency and substance satisfactory to the District and the Majority Bondholders.0. The Bonds of the Government deposited, or the deposit insurance maintained, or the surety bond or bonds delivered pursuant to this Section 13 to secure each such portion of the Special Revenue Fund, shall be deemed to be deposited, maintained or delivered, as the case may be, for the benefit and security of the Bondholders, and in case there shall be any default by any Depost tary with respect to any such Special Revenue Fund, such bonds of the Gavernment, in- surance, or the surety bond or bonds shall inure to the benefit of the Bondholders and the terms and conditions of this Resolution shall apply thereto with the same force and effect as they apply to the moneys in' any such Special Revenue Fund, SECTION 14. The District shall apply the money in the Special Revenue Fund for the payment of the principal of and interest on the Bonds in order in which the POMMI. same shall become due only and for no other purpose, provided, however (a) that the District on any payment date specified in . the Bond s' may use all or any part of the ze money remaining in the Special Revenue Fund in excess of the total of the Current Re- quirements and the Reserve Requirements for the payment of all or any part of the principal of the Bonds then remaining unpaid and any such payments shall be applied on account of the payment of the principal of the Bonds last becoming due, and (b) that any money remaining in the Special Revenue'Fund in excess of the Current Require- ments may be invested as provided in section 15 hereof. SECTION 15. The Board of Directors may invest in bonds of the Government any moneys in the Special Revenue Fund in excess of the Current Requirements. All bonds in which funds in the Special Revenue Fund shall have been invested shall be held by the District, together with the interest received therefrom, as part of the Special Revenue Fund. If any of the moneys in the Special Revenue Fund shall be in- vested in such bonds, the Board of Directors shall, on or before the several dates for the payment of the principal of and interest on the Bonds, sell such of the bonds as shall be required to be sold to provide moneys which, together with the moneys, if any, in the Special Revenue Fund, shall be sufficient for the payments of the princi. pal of and interest on the Bonds which shall become due and payable on the next fol- lowing interest and principal payment date, and the proceeds of such sales of such bonds shall be paid into the Special Revenue Fund. In add it ion to the sale of any such bonds to pay the principal of or interest on the Bonds, the Board of Directors may at any time sell all or any of such bonds so held in the Special Revenue Fund and the proceeds of such sale of such bonds shall be paid into the Special Revenue Fund and may be either reinvested in bonds of the Government or held in cash in the Special Revenue Fund. SECTION 16. In the event that the moneys in the Special Revenue Fund shall, at any time, be less than the total of the Current Requirements and the Reserve Require- ments for the payment of all or any part of the principal of the Bonds then remaining unpaid, the Board of 'Directors shall, at the time of fixing the general tax levy, and 7.1521 -6- 7.-1521 in the manner for such general tax levy provided, levy and collect annually each year until the Bonds are paid or until the moneys in the Special Revenue Fund or Special Revenue Funds shall be in excess of Current Requirements and Reserve Requirements, a tax sufficient to increase the Special Revenue Fund to such amount. The taxes herein required to be levied and collected shall be in addition to all other taxes levied for District purposes and shall be collected at the time and in the same manner as other District taxes are collected and shall be used for no purpose other than for the payment of interest and principal on the Bonds. SECTION 17. The District shall cause to be prepared and shall adopt and promulgate a schedule of rates and charges for electric energy to be furnished by the District to its consumers calculated to provide funds sufficient to meet the requirements specified in this Resolution, and to provide for all expenses of opera- tion and maintenance of the properties of the District, including reasonable re- serves therefor and said rates shall, whenever necessary, be revised by the District to meet said requirements. SECTION 18. Except to secure the Bonds and loans made by the Government to the District, the District shall not, without the consent of the Majority Bondholders, charge, assign, pledge, mortgage or otherwise encumber any of its property, real or personal, tangible or intangible, wherever situate, or the revenues arising therefrom. SECTION 19. The District shall duly and punctually pay the principal of and -.interest on the Bonds at the dates and places and in the manner provided therein, ac- cording to the true intent and meaning thereof, and also all other sums becoming due hereunder. SECTION 20. The District shall at all times, so long as any of the Bonds shall be outstanding, take or cause to be taken all such action as from time to time may be necessary to preserve its corporate existence and to preserve and renew all franchises, rights of way, easements, permits,, and licenses now or hereafter to it granted or upon it conferred, and shall comply with all valid laws, ordinances, re- gulations, and requirements applicable to it or its property. The District shall not, without the approval in writing of the Majority Bondholders take or suffer to be taken any steps for reorganization or to consolidate with or merge into any other corporation, or to sell, lease, or transfer (or make any agreement therefor) any of its properties, or any part thereof. SECTION 21. The District shall at all times maintain and preserve its properties and each and every part and parcel thereof in good repair, working order and condition, and shall from time to time make all needful and proper repairs, re- newals, and replacements and useful and proper alterations, additions, betterments, and improvements, and shall, subject to contingencies beyond its reasonable control, at all times keep its plants and properties in continuous operation and use all reasonable diligence to furnish the consumers served by it with an adequate supply of electric energy and other services furnished by the District. SECTION 22. Except as specifically authorized in writing in advance by the Majority Bondholders, the District shall purchase all materials, equipment, and replace.. went s to be incorporated in or used in connection with any of its properties outright, and not subject to any conditional sales agreement, chattel mortgage, bailment lease, or other agreement reserving to the seller any right, title, or lien. SECTION 23. The District shall take out, as the respective risks are incurred, and maintain insurance of such classes and in such amounts, and from time to time make such changes in respect thereof, as the Majority Bondholders shall have determined to be advisable to safeguard the interests of the Bondholders. The District shall, upon request of the Majority Bondholders, submit to the Bondholder designated in such request a schedule of its insurance in effect on the date specified in such request and also originals or duplicate originals of such insurance policies as may be requested. If the District shall at any time fail or refuse to take out or maintain insurance or to � 7 .. make changes in respect thereof upon appropriate request by such Bondholder or Bond- holders, such Bondholder or Bondholders may take out such insurance on behalf and in the name of the District and the District shall pay the cost thereof. SECTION 24. In the event of the failure of the District in any respect to comply with the covenants and conditions herein contained with respect to the pro- curing of insurance, the payment of taxes, assessments, and other charges, the keeping of its properties in repair and free of liens and other claims or to comply with any other covenant contained in this Resolution, any Bondholder or Bondholders shall have the right (without prejudice to any other rights arising by reason of such default) to advance or expend moneys for the purpose of procuring such insurance, or for the pay- ment of insurance premiums, taxes, assessments, or other charges, or to save the pro- perties of the District from sale or forfeiture for any unpaid tax or assessment or otherwise, or to redeem the same from any tax or other sale, or to purchase any tax title thereon, or to remove or purchase any mechanicst liens or other encumbrance thereon, or to make repairs thereon, or to comply with any other covenant herein con- tained, or to prosecute or defend any suit in relation to the properties of the Dis- trict, or in any manner to protect the properties of the District and the title there- to, and all sums so advanced for any of the aforesaid purposes with interest thereon at the rate of five per centum (5%) per annum shall be deemed a charge upon the Revenues in the same manner as the Bonds at the time outstanding are secured and shall be forth- with paid to the Bondholder or Bondholders making such advance or advances upon demand. It shall not be obligatory for any Bondholder in making any such advances or expenditures to inquire into the validity of any such tax title, or of any of such taxes or assess- ments or sales therefor, or of any such mechanics' liens or other encumbrance. SECTION 25. The District shall not, without the approval in writing of the Majority Bondholders, (a) construct, make, lease, purchase, or otherwise acquire any extensions or additions to the System, or enter into any contract in respect thereof, except such extensions or additions as may be financed with loans evidenced by the Bonds; (b) enter into any contract or contracts for the operation or maintenance of all or any part of the System, for the purchase of electric energy or for the use by others of any part of the System; or (c) incur any expenses for legal, engineering, ''"' supervisory, accounting, or other similar services for the System., except such reason- able expenses as are incurred in the routine course of business. SECTION 26. The District shall at all times keep proper books, records, and accounts in which full and true entries will be made of all of the dealings, business, and affairs of the District, in accordance with good accounting practice. The District shall furnish to each Bondholder: (a) not less than once each month, a statement of operations for the preceding month, including, without limitation, an analysis of the System's revenues, expenses, and consumer accounts for the preceding month, and, if directed by the Majority Bondholders, such statement shall be in such form and include therein such information as may be specified in such direction; and (b) within thirty (30) days after the close of each fiscal year full and complete reports, certified by its Treasurer, of its financial condition as of the end of such fiscal year and of its System operations fpr such period and, if requested by the Majority Bondholders, such reports shall be audited and certified by independent public accountants satisfactory to such Bondholder or Bondholders. Any Bondholder, through its agents, representatives, accountants, or attorneys, shall at all times during reasonable business hours have access to, and the right to inspect and make copies of, any or all books, records, and accounts and any or all invoices, contracts, leases, pay rolls, cancelled checks, state- ments, and other documents and papers of every kind belonging to or in the possession of the District or in anywise pertaining to its business or the System. SECTION 27. The District hereby covenants and agrees for the benefit of the Bondholders, that it will from time to time adopt such further resolutions or make, execute, deliver or record such further instruments and further assurances or do and perform such acts and things as may now or hereafter be authorized by law, or as may reasonably be required to comply with the terms and conditions of this Resolution and the Loan Contract or with any laws of the State of California now or hereafter enacted. 7-1521 8 7V01321 SECTION 28. Any Bondholder may, at any time or times in succession without notice to or the consent of the District and upon such terms as such Bondholder may prescribe, grant to any person, firm, or corporation who shall have become obligated to pay all or any part of the principal of or interest on any Bond held by or in- debtedness owed to such Bondholder or who may be affected by the lien hereby created, an extension of the time for the payment of such principal or interest, and after any such extension the District will remain liable for the payment of such Bond or indebt- edness to the same extent as though it had at the time of such extension consented thereto in writing. SECTION 29. In the event that any properties of the District shall be taken under the power of eminent domain, all proceeds and avails therefrom, except to the ex- tent that all Bondholders shall consent to other use and application thereof by the District, shall forthwith be paid into the Special Revenue Fund. SECTION 30. The District shall not at any time employ or enter into any con- tract for, the employment of any manager or superintendent of the System, unless such employment or such contract shall first have been approved by the Majority Bondholders. If during such periods as the District shall be in default in the making of a payment or payments of principal of or interest on one or more of the Bonds, the Majority Bond- holders shall at any time give notice to the District that, in their opinion, any such transmission and distribution system, transmission line or generating plant is not being efficiently operated, and shall request the termination of the employment of any such manager or superintendent, or of any such chief operator, engineer or employee or shall request the termination of any operating contract in respect of any such transmission and distribution system, transmission line or generating plant, the District shall terminate such employment or operating contract within thirty (30) days after the date of such notice. All contracts in respect of the employment of any such manager or superintendent, or any such chief operator, engineer or employee, or for the Operation of any such transmission and distribution system, transmission line or generating plant, shall contain provisions to permit compliance with the foregoing covenants, SECTION 31. The District shall well and truly observe and perform all of the covenants, agreements, terms, and conditions contained in the Loan Contract on its part to be observed or performed. SECTION 32. If one or more of the following events thereinafter called 'events of default') shall happen, that is to say: (a) default shall be made in the payment of any installment of or on account of int ere st on or principal of any Bond or Bonds when and as the same shall be required to be made, and such default shall continue for thirty (30) days; (b) default shall be made in the due observance or performance of any other of the covenants, conditions, or agreements on the part of the District in any of the Bonds or in this Resolution contained, and such default shall continue for a period of thirty (30) days after written notice specifying such default and requiring the same to be remedied shall have been given to the District by any Bondholder; (c) the District shall file a petition in bankruptcy or be adjudicated a bankrupt or insolvent, or shall make an assignment for the benefit of its creditors, or shall consent to the appointment of a receiver of itself or of its property; (d) a receiver for the District or any substantial portion of its pro- perty shall be appointed and the order appointing such receiver shall not be vacated within 30 days after the entry thereof; (e) the District shall forfeit or otherwise be deprived of its corporate charter or franchises, permits, or licenses required to carry on any material portion of its business; or ( f ) a final judgment shall be entered against the District and shall re- main unsatisfied or without a stay in respect thereof for a period of 30 days; -- 9 -» then in each and every such case any Bondholder may, by notice in writing to the Dis- trict and delivery of a copy thereof to the other Bondholders, declare all unpaid prin- cipal of and accrued interest on any or all notes held by such Bondholder to be due and payable immediately; and upon any such declaration all such unpaid principal and accrued interest so declared to be due and payable shall become and be due and payable immediately, anything contained herein or in any Bond or Bonds to the contrary notwithstanding; pro- vided, however, that if at any time after the unpaid principal of and accrued interest on any of the Bonds shall have been so declared to be due and payable, all payments in respect of principal and interest which shall have become due and payable by the terms of such Bond or Bonds shall be paid to the respective Bondholders, and all other defaults hereunder and under the Bonds shall have been made good or secured to the satisfaction of all of the Bondholders, then and in every such case, the Bondholder or Bondholders who shall have declared the principal of and interest on notes held by such Bondholder or Bondholders to be due and payable may, by written notice to the District and delivery of a copy thereof to the other Bondholders, annul such declaration or declarations and waive such default or defaults and the consequences thereof, but no such waiver shall extend to or affect any subsequent default or impair any right consequent thereon. SECTION 33. If one or more of the events of default shall happen the Majority Bondholders, for itself or themselves and as the agent or agents of the other Bondholders, personally or by attorney or trustee selected by such Bondholder or Bondholders, in its or their discretion, may, in so far as not prohibited by law: (a) collect and receive all moneys then on deposit in the Special Revenue Fund and apply said moneys ratably, first, to the payment of in. debtedness secured by the Revenues pledged herein other than the principal of or interest on the Bonds; second, to the ratable payment of interest which shall have accrued on the Bonds and which shall be unpaid; third, to the ratable payment of or on account of the unpaid principal of the Bonds; and the balance, if any, shall be paid to whosoever shall be entitled thereto; and the Board of Directors, by the adoption of this Resolution, does hereby approve such payment of the moneys in the Special Revenue Fund to such Bond- holders and does hereby expressly authorize and direct the appropriate of- ficers of the District, upon written demand of such Bondholders, forthwith to sign and deliver all necessary written orders or other documents in writing for such payment to such Bondholders of all moneys in the Special Revenue Fund to be applied as aforesaid; (b) proceed to enforce the rights of the Bondholders under this Resolution by mandamus or by a suit or suits in equity or at law, whether for the specific performance of any covenant or agreement contained in this Resolution or in the Bonds, or in aid of the exercise of any other right or power herein or by law or by statute granted or for the enforcement of any other appropriate legal or equitable remedy as may be deemed most effectual to protect and enforce the rights of the Bondholders hereunder and to levy or cause to be levied taxes in amounts sufficient to protect such rights; (c) upon application to a court of competent jurisdiction, have appointed, as a matter of right, a receiver of the System, including all tolls, rents, revenues, issues, income, receipts, profits, benefits, and additions derived, received or had thereof or therefrom, with power to operate and maintain the System, collect, receive and apply all revenue, income, profits and receipts arising therefrom, and prescribe all rates, tolls and charges, in the same way and manner as the District might do; whenever all defaults in the payment of principal of and interest on the notes and any other defaults under this Reso- lution shall have been made good, such receiver shall be discharged by the court and shall surrender control of the business and possession of the property in his hands to the District; and (d) take possession and control of the System and proceed to operate the same and to collect and receive the income thereof, and after paying all necessary and proper operating expenses and all other proper disbursements or liabilities �"� made or incurred in connection with such operation, use the surplus, if any there shall be, as follows: First, in the payment of all outstanding past due interest on the Bonds, so far as said net revenues will go, and paying pro rats the interest 7-15 21 � 10 . due on each Bond when there is not enough to pay in full all of the interest due on all the Bonds, and second, if any sums shall remain after the pay- ment of interest as aforesaid, then in the payment of the principal of the Bonds which, by the terms thereof, shall be due and payable in accordance with the terms thereof, and paying pro rata when the money available is not sufficient to pay in full; when all legal taxes and charges, and all arrears of interest, and all matured principal of the Bonds have been paid in full, the control of the business and the possession of the System shall then be restored to the District. The privilege herein granted shall be a continuing one so often as the occasion therefor shall arise. � SECTION 34. All of the provisions of this Resolution shall constitute a con- tract between the District and the Bondholders, and no amendment, alteration or modifi- cation of this Resolution shall be made which shall in any manner impair, impede or lessen the rights of the holders of the Bonds then outstanding. SECTION 35. Every right or remedy herein conferred upon or reserved to the Bondholders shall be cumulative and shall be in addition to every other right and re- medy given hereunder or now or hereafter existing at law or in equity or by statute; and the pursuit of any right or remedy shall not be construed as an election. SECTION 36. The proper officers of the District are hereby authorized, em- powered and directed, for and on behalf of the District and in its name, to do and per- form all acts and things and to execute and deliver all instruments which they shall, in their discretion, deem necessary or advisable to carry out and give effect to the terms and provisions of this Resolution. SECTION 37. If any paragraph, section, subdivision, sentence, clause, phrase or portion of this Resolution shall for any reason be held illegal or invalid or unen- forceable, such decision shall not affect the validity of the remaining portions of this Resolution and the Board of Directors hereby declares that it would have adopted this Resolution and each and every paragraph, section, subdivision, sentence, clause, phrase or portion hereof and authorized the issuance of the Bonds pursuant hereto irrespective of the fact that any one or more paragraphs, sections, subdivisions, sen- tences, clauses, phrases or portions of this Resolution may be held illegal, invalid, or unenforceable. SECTION 38. This Resolution shall take effect immediately. PASSED AND ADior`i-hij THIS 25th day of August, 1964. President, Board of Directors of Truckee Public Utility District CERTIFICATE 19 ,. Clerk of TRUCKEE PUBLIC UTILITY DISTRICT (hereinafter called the "District") do hereby certify that the attached Resolution is a full, true and correct copy of the Resolution duly adopted by the Board of Directors of the District at a meeting of the Board of Directors of the District, duly convened and held pursuant to and in accordance with the bylaws of the District and the laws of the State of California on the 25th day of August, 1964, and that said Resolution is still in full force and effect. IN WITNESS WHEREOF, I have hereunto subscribed my name as Clerk and affixed the corporate seal of the District, Clerk of Truckee Public Utility District (Corporate Seal) 7-1497 PWD : jmn 7/10/64 Number REA Project Designation: CALIFCRNIA 44 A TRUCKEE INTERIM CERTIFICATE Dated July 1, 1964 TRUCKEE PUBLIC UTILITY DISTRICT ELECTRIC BONDS, FIRST 2% SERIES 7-1497 UNITED STATES OF ANERICA STATE OF CALIFORNIA TRUCKEE PUBLIC UTILITY DISTRICT ELECTRIC BONDS, FIRST 2% SERIES INTERIM CERTIFICATE No. For value received, the Truckee Public Utility District , a public utility dis- trict organized and existing under the Const itut ion and laws of the State of California, hereby acknowledges itself indebted and promises to pay to the bearer thousand dollars ($ ) on the first day of July, 19 (unless this interim certificate be sooner redeemed as hereinafter provided) , with interest thereon from the date hereof at the rate of twoper centum (2%) per annum, payable semi-annually on the first day of January and the first day of July of each year, beginning January 1, 196 5 ; at- the United States Treasury in the District of Columbia. This interim certificate is issued under and in strict compliance with the Con► stituti.on and laws of the State. of California and under and pursuant to proceedings of said District duly adopted and taken, This interim certificate is subject to redemption., at the- option -of said Dis. trict, prior'to the maturity date hereof, on any interest payment date, at par plus ac- crued interest to the date of -redemption. Notice of the redemption hereof shall be given by said District by sending to the registered owner. hereof 30 days notice in writing by registered mail. After the date fixed for such redemption, interest on this interim certificate thereafter shall cease'. It is hereby certified, recited and declared that all aces, conditions and things required by law to exist, happen and ,to be. performed precedent to and in the issuance of this interim certificate have existed, happened and been performed in due time, form and manner as required by law? :and that the amount of this interim certifi- cate, together with all other indebtedness of said District, does not exceed any limit prescribed by the Constitution or laws of. the State of California. The full faith and credit of said District are hereby pledged for the punctual payment of the principal of and interest on this interim certificate. This certificate is issued solely for - the. convenience of the District pending preparation and execution of . the definitive bond hereby represented and acceptance of this certificate in lieu of said band shall not - in any way prejudice the rights and privileges of the holder hereof, or in any way limit or impair the obl i.gat ions of the District, but all such rights, privileges and obligations shall be .determined as if a properly executed and otherwise va 1 id def in it ive band had been -de I ivered in place hereof. IN WITNESS WHEREOF, said Truckee Public. Utility District has caused this in- terim certificate to be executed in its name and on its behalf, '.under its seal, signed by the President of its Board of Directors and by its Treasurer, and countersigned by its Clerk, and this interim certificate to be dated the lst day of Jutq,.1964. TRUCKEE PUBLIC UTILITY DISTRICT by President Of its Board of Directors Counters igned Clerk of Truckee Public Utility District REGISTRATION STATEMENT July 1, 1964 � This interim certificate is registered pursuant to the statute in such cases made and provided in the name of the UNITED, STATES ' OF AMSRICA and the interest and prin- cipal thereof are hereafter payable to such owner. Treasurer of Truckee Public Utility District 7-149 7