HomeMy WebLinkAboutAggregate Network and PUD Agreement EXTENSION AND AMENDMENT TO THE CONSULTING AGREEMENT BY
AND BETWEEN AGGREGATE NETWORKS AND T.D.P.U.D.
This Extension and Amendment("Amendment") dated this I 1 th day of May, 2003, shall
extend the existing Consulting Agreement ("Agreement") as previously amended, by and
between Aggregate Networks ("Consultant") and Truckee Donner Public Utility District
("T.D.P.U.D.") dated May 10, 2002 and which ran through January 10`", 2003, and was
subsequently renewed through May 10, 2003, per Section 3 of the Agreement.
NOW THEREFORE, the Agreement is amended as follows:
The Agreement shall be extended for four(4)months from May I O'h, 2003 until
September I Oth, 2003. The monthly fee shall be ten thousand dollars ($10,000). All
other terms and conditions of the Agreement shall remain in full force and effect.
Furthermore, this Addendum redefines the schedule of"deliverables"to T.D.P.U.D. as
originally contained in the Agreement as Exhibit "A". The Exhibit is updated and
redefined to correspond to the next phase of effort to identify and place financing for
T.D.P.U.D.
IN WITNESS WHEREOF, the parties hereto have executed this Extension and
Amendment of the Consulting Agreement as of the date first written above.
Truckee Donner P.U.D.
Name: Peter L.HolzmelstJer
Title: General Manager
AGGREGATE NETWORKS,LLC
By:
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Name:
Title:
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EXHIBIT "A" ,
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ill focus on the necessary items below and provide the following
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deliverables:
1. Structure,negotiate and finalize business terms of financing and review of
financing documentation, if and where necessary. This is a continuing process r
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through the final financing and includes: j
a. Interfacing and continue working with Underwriter(Friedman L,azzatto)
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evaluation partners, investor/lenders,
and team, (their Band Counsel,
et.al.) through completion of the list required for due diligence (see ##2),
creation of all documents through successful financing.
b. Review and evaluation of credit enhancement proposals through
Underwriter with Standard &Poor's and/or other rating agencies.
c. Finalization of financing terms and conditions.
d. Interface and coordinate with General & Bond Counsels.
2. Act as the central depository of all necessary documents and information,
including the collection of"due diligence" items for the Underwriter which
include:
Truckee-Donner Public Utilitv District Legal Due Diligence Request List
Set forth below is our initial due diligence request in
a fiber connection with the optic minute piopo system offering
of certificates of participation ("COPS")
"Project") to be owned and operated(such ownership and operation, the "Business")by the
Telecommunications Division (the "Division") of Truckee-Donner Public Utility District
(the "District"). The categories listed require information pertaining to the District, the
Division, the Project and the Business. The District should review these categories as well
as other available information to determine which information is material to the District's
business or would otherwise be relevant to a prudent investor making an investment
decision regarding the COPS. (Aggregate Networks will be driving this)
I, GENERAL DISTRICT MATERIALS
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A. Charter Documents
1 Charter documents or authorizing resolutions and all amendments thereto
relating to the District and the Division.
2. Bylaws and all amendments.
B. Minutes
— 1 Minutes of any meetings at which the Division, the Project or the Business
was discussed, including resolutions of the District relating to the creation of
the Division, approving the Project and appointing Bond Counsel,
Underwriters, etc..
2• Minutes of the Local Agency Formation Commission related to the Division
and the Project.
C. Organization
1. Officer and director lists.
2. Management organizational chart.
H. SALES OF SECURITIES
A� A list of issuances or sales of debt securities (including certificates of participation)
by the District during the last three years, including the title of such security, the
amount of such security issued or sold, the date of such issuance or sale, and the unit
price of such security.
B. Official Statements and other documentation, and all amendments, supplements, and
exhibits thereto, filed and/or utilized in connection with the most recent issuance or
sale of certificates of participation, and all material instruments, documents and
agreements relating to such issuance or sale.
III. LITIGATION
A. A list and brief description of an
pending
arbitrations and investigations to which the rDistrict hisaae party ned ho�rr gation by whichnits
property or business (including, without limitation, the Division, the Project or the
Business) is or could be affected materially, including parties, remedies sought and
nature of action.
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B. Pleadings and other material documents in litigation, claims, arbitrations and
investigations.
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C. A list and brief description of litigation and claims settled or concluded si
January 1, 2002. nce
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— D. Consent decrees, injunctions and judgments affecting the District under which there
are continuing or contingent obligations.
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E. Correspondence between attorneys and independent public accountants concerning
— pending or threatened litigation and other legal proceedings.
IV. COMPLIANCE WITH LAWS
A. Citations and notices received from government agencies.
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B Pending investigations and governmental proceedings.
A list and brief description of governmental permits, concessions, licenses,
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approvals and consents related to the Project and the operation ectithereof, including,
d}ng,
without limitation,Afiled with thetive Counntylaration Recordersandtlanyng tlic lhe icense om the Federal {
with CEQA,
Communications Commission.
Reports to and correspondence with government agencies related to the Project and
D.
the operation thereof,
ies or leases with environmental damage, the proposed
E. List of any propert
environmental programs and written estimateams and their ,s, if available, of future expenditures
ffect on the
(for any prepared fori
nternal purposes or filed with government t or the Business
F. Analyses prepared by District counsel regarding legal issues relevant to the Division,
the Project or the Business.
V. PERSONNEL
s with employees or directors of the Division.
A Employment contract
B. Consulting Contracts relating to the Division,the Project or the Business.
C. Non-competition agreements.
D. A list of key employees and consultants of the District involved or to be involved in
the Division,the Project or the Business.
E. Confidentiality or non-competition agreements to which key employees or
consultants of the District involved or to be involved with the Division, the Project
or the Business are parties.
p1_ INTELLECTUAL PROPERTY and other
A. A list and copy of patents, licenses, trademarks; trade names, copyrights
— intellectual property rights owned by or used in the Project or the Business; all
patent, license, trademarks, trade name, copyright and other intellectual property
right license agreements to which the District is a party to be used or useful in the
Business; correspondence related to the foregoing.
Vill REAL PROPERTY
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A Leases of real property related to the Division,the Project or the Business, including
Office space for the Division.
B. List of easements or other similar rights owned by the District to be used in
connection with the Project,
VIII. FINANCING
A. Instruments evidencing indebtedness or lines of credit used or available for use in
connection with the Project or the Business or containing restrictions that could
affect the Project, including notes, loans or revolving credit agreements, indentures,
guarantees, mortgages, deeds of trust, security agreements and other documents
relating to any loans or debt securities issued by the District.
B. Financing leases and sale and lease-back agreements used or available for use in
connection with the Project or the Business .
C. Conditional sale agreements used or available for use in connection with the Project
or the Business .
D. Equipment leases used or available for use in connection with the Project or the
Business .
E. Debt agreement compliance calculations, compliance certificates and reports from
independent public accountants indicating debt agreement and compliance with
respect to any of the foregoing.
F. Correspondence with lenders and other debt security holders and indenture trustees
with respect to any of the foregoing.
G. Consents from third parties required for borrowings or securities issuances by the
District.
H. Recent UCC, lien and title searches of ap
propriate jurisdictions.
IX. FINANCIAL INFORMATION
A. Audited financial statements for the three years ended 2002.
B. Interim financial statements since the date of the most recent audited financial
statements.
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C. Budgets and capital expenditure programs related to the Division, the Project or the
Business .
—. D. Correspondence with independent
public
ng accountailtb
management reports and m nagement's responses the eto relat related the Project or
the Business.
E. Reports, studies and plans prepared by management related to the Project or the
Business, including, without limitation, all feasibility studies and business plans.
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B. Agreements between the District and other participants in the telecommunications '}
i system, and, if such will be modified following the issue of the COPS, descriptions
of the extent and nature of such modification, including, without limitation, the
with Williams, the Touch America contract, the Sure West
original contract(if any)
contract and any other service provider contracts.
C. Marketing Agreements.
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D. Supply Agreements.
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E. Rental agreements and arrangements.
g y purchase invoices for Project 1
F. Purchase and requirements contracts, including an
equipment or, if appropriate, estimates of costs of purchase.
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G. joint venture and partnership agreements. t
H. License and royalty agreements.
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1, Franchise agreements.
J. Management, service and technical assistance or support agreements.
K. Construction agreements and performance guarantees, including construction
contracts already submitted or approved in connection with the Project.
L. Agreements relating to the acquisition and disposition of assets or operations.
M. Secrecy, confidentiality and nondisclosure agreements.
N. Commission,brokerage and agency agreements.
0. Agreements between the District and the Division regarding sharing office space,
employees, services or other costs or other operational matters or regarding
financings(internal or external).
P. Agreements not otherwise listed that are outside the ordinary course of business.
Q. Standard forms of agreements used, including, without limitation, form of "early
sign-up" for customers of telecommunications services.
R. A list and description of significant oral contracts and commitments-
S. A list of to have contracts
and
occurred,commitments
m i forth:
under which a default has occurred or is
1, Nature of default;
2. Name of party in default;
laimed; and
3. Monetary amount c
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4. Current status of contract or claim.
_ T. Agreements to which the District is a party and in which any officer, director,
employee or other related person of the Issuer has an interest, whether directly or
indirectly.
U. Agreements and documents not otherwise listed that are in the ordinary course of
business and material to the business of the District.
V. Description of how rates will be set.
XVII. OTHER MATERIAL DOCUMENTS
A. Press releases issued with respect to the Project.
B. Information or articles concerning the Project published in magazines,trade journals,
newspapers and similar publications.
C. Reports on the Project by engineers, scientists, regulatory agencies, investment
advisory firms,research analysts and similar persons.
D. District studies of the Project.
E. Any other documents or information that management considers significant to
prospective investors.
3. Vendor Agreements—Work with FTTU Service Providers and FTTU equipment
companies to assist in the structuring, drafting, negotiating and the execution of
all relevant Vendor agreements in the best interest of the T.D.P.U.D. These
Vendors will include:
a. FTTU Service Providers (Surewest and/or other content providers of
video, voice & data services)
b. Fiber-Optic Cable &Conduit
c. Optical Gear(Wave 7, OSI, other)
d. Headend Equipment(Surewest, Eagle, other)
e. Co-location Provider(s) (Touch America, other)
f. Contractor(s)
g. Professional Services
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4. Continue to work with end-users, community&municipal users, enterprises,
Sources, Vendors and any other parties that can help to bring to reality the FTTU
project economically, timely and successfully.
5. Assist in helping to "kickoff' an event that will show the community that the
FTTU / Broadband infrastructure project has indeed started. This will be done in
conjunction with a strong PR effort, which Consultant will assist with in any way
possible.
6. Anything else not included above, that may be deemed reasonably necessary to
successfully fulfill any of the above deliverables.
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