HomeMy WebLinkAboutRES 1964-16 - Board t
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RESOLUTION NO. 6 r4-16
Adopted August 25, 1964
A RESOLUTION PROVIDING FOR THE ISSUANCE OF $367,000
PRINCIPAL AMOUNT OF BONDS OF TRUCKEE PUBLIC UTILITY
DISTRICT; PRESCRIBINGDATE AND FORM OF SAID BOWS;
PRESCRIBING THE INTEREST RATE AND THE MATURITIES
THEREOF AM THE SALE OF TO UNITED STATES OF
ANERICA;"AUTHORIZING E ECUTI ON OF SAID BONDS•
PROVIDING FOR THE LEFTY OF TAXES FOR 'THE PAYNE NT
THEREOF; AND PROVIDING FOR THE PLEDGING OF REVENUES
TO SECURE SUCH PAYMENT,
Identified -as form of document presented to d approved
by the hoard of directors trustees of the above nmed
corporation at a meeting hold , 19
Secretary of Meet: t'
No.
CALIFORNIA 44 A TRUCM
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7-1`521
RES OLUTI ON NO. 6 4-m 16
PROVIDING FOR THE ISSUANCE OF $367tOOO PRINCIPAL AMOUNT OF
BONDS OF TRUCKEE PUBLIC UTILITY DISTRICT; PRESCRIBING THE
DATE AND FORM OF SAID BONDS; PRESCRIBING THE INTEREST RATE
AND THE 'MATURITIES TIE 'OF AND THE SALE THEREOF TO UNITED
STATES OF AMERICA; AUTHORIZING THE EXECUTION OF SAID BONDS;
PROV ID I NG FOR LEVY OF TAXES FOR THE PAYMENT RE OF; AND
PROVIDING FOR THE PLEDGING OF REVENUES TO SECURE SUCH PAYMENT.
WHEREAS, Truckee Public Utility District (hereinafter called the "D i.s--
tr ict") 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 Ut it it ie s Code of the State of California), to issue general obl iga•-
t ion 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--
qu it ing any works, lands, structures, rights or other property necessary or cote-
ven ient 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 Goverment 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
"System!') , 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 $367,000 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, 1963 between the District and the Govern v.
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-
tr ict's general obligation bonds in an aggregate principal amount of $367,000,p P
and the purchase thereof by the Government to finance the construction by the Dis-
trict of certain improvements, enlargements, extensions extensiotist additions and betterments
of and to the System, said improvements, enlargements, extensionsf additions and
betterments (hereinafter called the "Proect") consisting of electric transmission
,
distribution and service lines and facilities and all substations, transformers,
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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.prod uc ing 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 53 502 of said Government Code, and also pursuant to Section 16 578 of the
District Act, as further security 'for the said loan;
NC1nT, THEREFORE, BE IT RESOLD 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 27o 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 pursuant 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 I 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 Bonds 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 F July 1, 1969
4 139000 July 11 1970
5 13,000 July I, 1971
6 139000 July 19 1972
7 13,000 July 11 1973
8 139000 July It 1974
9 13,000 .July 11 1975
10 13,000r July 11 1976
11 130000 July 11 1977
12 139000 July It 1978
13 139000 July 19 1979
14 l3,000 July 1, 1980
15 13,000 July 1, 1981
16 13,000 July It 1982
17 13,000 July It 1983
18 13,000 July It 1984
19 13,000 July 19 1985
20 13,000 July 19 1986
21 13,000 July 1, 1987
22 13,000 July 11 1988
23 13,000 July 11 1989
24 139000 July 1, 1990
25 13,000 July it 1991
26 14,000 July 11 1992
27 14,000 July 11 1993
28 14,000 July 11 1994
Total 3 ,o40
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 farm to be filled in with appropriate words or figures, to wit:
7-1521 � 2 _
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UNITED STATES OF AMICA
STATE OF CALIFORNIA
TRUCKEE PUBLIC UTILITY DISTRICT
ELEC'TRIC BONDS 9
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 C$ on the first day of July, 19
(unle s s th is bond be sooner redeemed as here na fter 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 f irst day of July of each year, be-
g inning January 1, 196 5; 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-
tere st 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, cond it ions
and things re qu i.red 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 CAl ifornia, 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, 19644
TRUCE PUBLIC UTILITY DISTRICT
by
President R -its- Boar of D rectors
Countersigned:
Clerk of Truckee Public -Utility
District
3 �.
A
REGISTRATION STATEMENT
July -19 1964
This bond is registered pursuant to the statute in such cases made and
provided in the name of the UNITED STATES OF AMERICA and the interest st and pr inc irm
pal thereof are hereafter payable to such owner.
Treasurer- of Truckee Bubb.is Ut i1 ity
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 a:mcut 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 provisions 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 Presides t 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
va 1 id and sufficient for all purposes the same as if they had remained in office
until 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
peed ins preparation and execution of the. definit ive 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 all
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 ion of the 'mutilated
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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 D(,strict may pay the same
in lieu of delivering, a new Bond in substitution therefor. The applicant for such sub.-
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 satiso»
factory to the District and comply with the requirements of the District in connection
- therewith,
7-1521 4
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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 th
e 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 3 ssued 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 pream
f erence, 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--
twined, 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 inc iuded in such cost of operation and maintenance any amount to pay or wake
provisions for the payment of the principal of car interest on any indebtedness of the
..District maturing more than one (1) year after the date of the incurrence thereof, or
-a.m, allowance for depreciation or obsolescence (the revenues specified in this para-
� pledged hereby being hereinafter called the "Revenues"
ra h as being "Revenues' ), and a first,
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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 priow
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 Depose»
tari�s (such special sinking fund or funds being hereinafter collectively called the
"Spec.,La 1 Revenue Fund") to be hel d f or the benef it of al 1 of those who sha 11 from t ime
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 irr'. ere st
on the Bonds which shall become due dur ing.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 thereinafter
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 here inbefore prescribed, shall at any time thereafter
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,all below a sung equal to the total of the Current Requirements and the Reserve Re--
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u irement s the District she 11 be obligated to resume making s a i.d 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-o
l ated therein it being the intention hereof that before any of the Revenues may be
employed b the District in the general conduct of its business the total mount in
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the Special Revenue Fund shall at all times, so long as any of the Bonds shall be
outstanding, be maintained in an amount equal to the total of the Current Requ ire
me nt s and the Reserve Requirements*
SECTION 13, Any portion of the Special Revenue Find msa inta ined in any De-a
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os itary shell be secured continuously by (a) the pledge to the District by such De-ft
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ositar 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 as such security to be either deposited with the District or held
pledged
b a trustee or agent satisfactory to the District and the Majority Bondholders), (b)
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deposit insurance maintained by the Depositary with the Federal Deposit Insurance Cor M
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Drat ion, or other similar agency of the Goverment, in an amount equal to the amount
on deposit it in the particular Special Revenue Fund, or that part thereof not secured
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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 NA Jor ity Bondholders.. 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, maintaolned 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 Depos i�
tary respect ect to any such Special Revenue Fund, such bonds of the Government, in-
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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
same shall become due only and for no other purpose, provided, however (a) that the
District on any payment date specified in the Bonds'may use all or any part of the
money remaining in the Special Revenue Fund in excess of the total of the Current Rem,
qu iretment s 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-*
went s 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 princip,
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 addition 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 SpeciRal. 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 Requireo
meets for the payment of all or any part of the pr* inc ipal of the Bonds then remaining
unpaid, the Board of 'Directors shall, at the time of fixing the general tax levy, and
7.-15 21 -- 6
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in the manner ner 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 sh
all 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 and shall be collected at the time and n the same manner as
purposes
other D Distri
ct taxes are collected and shall be used for no purpose other than for
the Ym a e nt of interest and principal on the Bonds.
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CTION 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-
t io n 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 D istr ict, the District shall not, without the consent of the HA jority Bondholders,
charge, assign, pledge,led a, mortgage wort a e or otherwise encumber any of its property, real or
personal, tangible intangible, wherever situate, or the revenues arising therefrom*
g or g
District shall duly and
SECTION 19. The D i st r y punctually pay the principal of and
interest on the Bonds at the dates and places and in the manner provided therein, ace"
carding to
the true intent and weaning thereof, and also all other sums becoming due
hereunder.
c shall at, all times so Ion as any of the Bonds
- SECTION 24. The District � g
shall t g,be ou standin take or cause to be taken all such action as from time to time
may be necessary s sar to preserve its corporate existence and to preserve and renew a 1 l
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franc g y�
franchises, rights ht s of wa easements, permits, and licenses now or hereafter to it
granted or upon it conferred, and shall comply with all va 1 id laws, ordinances, re"-
ul at ions and requirements irement s applicable to it or its property. The District shall
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not without the approval in writing of the Majority Bondholders take or suffer to
be taken any steps s for reorganizat ion or to- consol idate with or merge into any other
cor orat ion, or t o sell, lease, or transfer (or make any agreement therefor) any of
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its properties, or any part thereof,
SECTION A'. The District shall at all times ma int a in and preserve its
properties and each p h and ever art and parcel thereof in good repair, working order
and- condition, and shall from time to time snake all needful and proper repairs, re"-
newa'ls 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 P e s in respect e ct thereof, as the Majority Bondholders shall have determined to
be advisable to safeguard the interests of the Bondholders. The District shall, upon
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re uest 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
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make Changes p P in respect thereof upon appropriate request by such Bondholder or Bond-
holders, such Bondhold
er or Bondholders may take out such insurance on behalf and in
th
e 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 covena
nts and conditions herein contained with respect to the pro--
curing of insurance? the payment of taxest assessments, and other charges, the keeping
of its properties in repair and free of liens and other claims or to comply with any
other
er covenant contained in this Resolution, any Bondholder or Bondholders shall have
the right (without prejudice to other rights arising by reason of such default) to
� any
advance or expend moneys for the purpose of procuring such insurance, or for the pay--
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went of insurance premiums, taxes, assessments, or other charges, or to save the pro.,*
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erties 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 ,
i le thereon or to remove or purchase any mechanics' liens or other encumbrance
thereon, or to make repairs thereon, or to comply with any other covenant herein consm
o prosecute tained, or t rose or defend an suit in relation to the properties of the Dis--
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t r ict, or manner
r in an to protect the properties of the District and the title there-
d all sums so advanced for any of the
t o, an aforesaid purposes with interest thereon
.
t the rate of five per centum (57o) per annum shall be deemed a charge upon the Revenues
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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.
n be obligatory for an Bondholder in making any such advances or expenditures
It shall of g Y Y
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 ity 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 an contract or coUtracts for the operation or maintenance of
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all or any P Y art 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 reasonre
p Y, g�
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 ions for the receding month, including, without limitation, an analysis of the
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S stem's revenues, expenses,enses: and consumer accounts for the preceding month, and, if
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directed by the Majority or it 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
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its Treasurer, of its financial condition as of the end of such fiscal year and of its
System operations ions 1br such period and, if requested by the Majority Bondholders, such
Y P P .
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 boobs, 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. q 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--1 5)21 8 �`
40
s
SECTION
28.. Any Bondholder may, at any time or times in succession without
notice to or th
e 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-
debt wine s s owed
t such Bondholder or who may be affected by the lien hereby created,
f the time for the payment of such principal. or interest, and after any
an extension o
such extension the District will remain liable for the payment of such Bond or indebt--
edness tothe 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 t po
wer ower 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
tract r, employmentthe of manager or superintendent of the System, unless such
any
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
ofprincipal of or interest on one or more of the Bonds, the Majority Bond-
or payments
1 ders shall at an time give notice to the District that, in their opinion, any such
Bond-
holders Y
trans
mission ion and distribution sy stem, transmission line or generating plant is not being
efficiently erated and shall request the termination of the employment of any such
operated,
or
manager superintendent, or of any such chief operator, engineer or employee or shall
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request the termination of any operating contract in respect of any such transmission
and distribution sy stew, transmission line or generating plant, the District shall
terminate such employment ent or operating contract within thirty (30) days after .the date
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of such notice. All contracts in respect of the employment of any such manager or
� or an
superintendent, such chief operator, engineer or employee, or for the operation
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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 a I1 of the
covenants ag regiments, 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 (hereinafter 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 interest 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 perfomance 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 sage 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; i
(d) a receiver for the District or any substantial portion of its prod"
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-
ma in unsatisfied or without a stay in respect thereof for a period of 30 days*
.. 9 ..
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then in each and every
such case an Bondholder may, by notice in writing to the D is-m
trict and delivery of a co 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, F Y an on
and u such declaration all such unpaid principal and accrued
p
interest so declared to Y
be due and payable shall become and be due and payable immediately,
anything contained Y
herein or in an Bond or Bonds to the contrary notwithstanding; prop
v s.ded, however, tha
t if at an time after the unpaid principal of and accrued interest
on any of the Bon
do shall have been so declared to be due and payable, all payments in
respect o principal f and interest which shall have become due and payable by the terms
r Bonds shall be aid to the respective Bondholders, and all other defaults
of . uch Bond a P P
._ 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
hall have declared theprincipal of and interest on notes held by such Bondholder'
who s
ers to be due and payable ma by written notice to the District and delivery
or Bondholders p Y Y�
f a co thereof to the other Bondholders, annul such declaration or declarations and
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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 attorney or trustee selected by such Bondholder or Bondholders, in its
P Y �' Y
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 inp-
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--
PP
holders and does hereby expressly authorize and direct the appropriate of..,
f icer s 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-
1 ut ion 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 rata the interest
7-w 15 21 -' 10 -'
Zwl 1
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 rats 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 a All of the provisions of this Resolution
11 shall constitute a con-
traBondholders,
ct between the District and the Bondholders, and no amendment, alterat ion or modifi-
cation
0 f 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 $iven 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 elect icon.
SECTION 36. The proper officers of the District are hereby authorized, em-M
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 e :ecute and deliver all instruments which they shall,
in their d iscret ion, 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 unenow
forceable, such decision shall not affect the validity of the ruining 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, sect ions, subdivisions, sen-
tences, clauses, phrases or portions of this Resolution may be held illegal, invalid,
or unenforceable.
SECTION 38, This Resolution shall take effect ediately,
PASSED AND ADOPTED THIS 2 5th day of August, 1964,
a
President, Boar of D rectors of Truckee
Public Utility District
CERTIFICATE
I, , Clerk of TRtKEE 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 Cal ifornia on the 25th day of August, 1964, and that s,a i.d 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)
-- 11 --
•
PWD• 'mn 7,/10/6 4
7-1497 ' 3
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1
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RRA Project Designation:
CALIFORNIA 44 A TRUCKEE
INTERIM CERTIFICATE
Dated July 1, 1964
TRUCKE E P U BL 1C UTILITY D IS TR ICT
ELECTRIC BONDS, FIRST 2% SERIES
Number
7-1497
UNITED STATES OF AMERICA
STATE OF CALIFORNIA
'I'RUCREE PUBLIC UTILITY DISTRICT
ELECTRIC 80ND3IP
FIRST 2`X, SERIES
INTERIM CERTIFICATE
No. �
For value received, the Truckee Public Utility District, a public utility dis--
trict 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 interim
certificate be sooner redeemed as hereinafter provided), with interest thereon from the
date hereof at the rate of two per centum (2%) per annumi payable semL-annually on the
first day of January and the first day of July of each year, beginning January 1, 1965;
at the United States Treasury in the District of Columbia.
This interim certificate is issued under and in strict compliance with the Con-
stitution and laws of the State of California and under and pursuant t4 proceedings of
said District duly adopted and taken.
This interim certificate is subject to redemptiont 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 dogs 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 acts, conditions and
things required by law to exist, happen and -to be, performed precedent to and in the
issuance of this interim certificate hays existed, happened and been performed in due
time, form and manner as required by law, and that the amount of this interim certifir-
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 ior_the. convenience of the District pending
preparation and execution of the definitive bond hereby represented 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 all such rights, privileges and obligations shall be determined as if a
properly executed and otherwise valid definitive bond had been delivered in place hereof".
IN WITNESS WHEREOF, said Truckee Public Utility District his caused this inw-
terim certificate to be executed in its mime and on its behalf,, ,under its seal, signed
by the President of its Board of Directors and by its Treasurer, and counter'signed by
its Clerk, and this interim certificate to be dated the let. day ot Juiy,v 1964,
TRUCKEE PUBLIC UTILITY DISTRICT
by
Preside Of is Boer ofirectors
Countersigned:
Clerk -of Truckee Public Utility
District
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n
REG ZS TR.ATI CAN STATEI► N'T
July 1, 1964
This interim certificate is registered i pursuant ursuant to the statute in uch cases
� AI�RICA and the interest and pr i.n�
provided in the name of the UNITED STATES O
made and pro .
cipal thereof of are hereafter payable to such owner*
Pub]. c Ut lity D strict
Treasurer of- Truckee
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7.1497 '� �`