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Resolution 2621 . WCMA~ Account Corporation Resolutions No. 2621 RESOLUTIONS OF THE BOARD OF DIRECTORS WITH RESPECT TO AUTHORIZATION TO TRADE SECURITIES AND TO SUB- ~.~~RIBE TO THE WORKING CAPITAL MANAGEMENpM AC- UNT FINANCIAL SERVICE WHEREAS, this Corporation, SOUTH TAHOE PUBLIC (Name of Corporation) UTILITY DISTRICT deems it to be in its best interests to invest and trade in securities and to subscribe to the Working Capital Management Account ("WCMA~") financial service program of MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED ("MLPF&S"), as described in the Working Capital Management Account Agree- ment ("WCMA Agreement"); 1. Now, Therefore, Be It Resolved, that this Corporation be, and it hereby is authorized and empowered: (i) to establish a conventionallZl cash securities account or D margin securities account (please check one) ("Securities Account") with MLPF&S, its successors by merger, consolidation or otherwise, and assigns; (ii) to establish a check/card account ("Check/Card Account"), which account may be accessed by checks .' ("Checks") and plastic transaction cards ("Cards") with a bank or banks designated by MLPF&S ("Bank"); and (iii) to open one or more accounts to subscribe to shares of, one or more money market funds and/or deposit funds with depository institutions participating in the ISA@ program ("Money Accounts") desig- nated by MLPF&S as part of its WCMA program; and ....,. Resolved, further, that the Chairman of the Board, the President, any Vice President, Managing Director or duly ~:i~~!~~ ,,'.,.,.,.' authorized agent (hereinafter, any such person shall be referred to as "Representative") of this Corporation be, and each of them hereby is, authorized to execute, substantially in the form presented at this meeting, and deliver on its behalf: (i) a WCMA Agreement between this Corporation and MLPF&S; and (ii) all additional documents and agreements requested by MLPF&S to establish a Securities Account and to provide the WCMA financial service to this Corporation; any such Representative is authorized to empower any person or persons that he or she deems proper at any time or times to do any and all things he or she is so authorized to do; and, that the Secretary or any Assistant Secretary of this Corporation is authorized to affix to such agreements the corporate seal, if one, of this Corporation and to attest thereto; and 3. Resolved, further, that for any Money Account designated by the Corporation following acceptance by MLPF&S of a WCMA Agreement, all executed by this Corporation, any such money market fund and/or participating depository institution is hereby authorized to open or cause to be opened, accounts in the name of and on behalf of this Corporation and to receive funds remitted to or through said Money Accounts by MLPF&S, to subscribe to shares or accept deposits, and accept the instruc- i. 'ons of MLPF&S to redeem shares or withdraw funds thereof, ""'1 accordance with the terms of the WCMA Agreement; and 4. Resolved, further, that any of the following named Representative(s): 1. Name and Title Rhonda McFarlane, Finance Officer (Person Authorized to Give Orders, Please Print or Type) Kay Taylor, Accountant (Person Authorized to Give OrdE~Please Pri~ or Type) Waftea S~aft* 7 CgYR ~ng .~..~- ~-~.._Q}, 'f I . . ~L llL.LL;.Lr::I.ll (Person Authorized to Give Orders, Please Print or Type) 2. Name and Title 3. Name and Title is hereby authorized individually. without counter-signature or co-signature, to trade in the Securities Account, and specifically, (i) to give written or oral instructions, by mail, telephone, telegraph or otherwise, to MLPF&S to buy or sell (including short sales if the account is established with the Investor CreditLineSM service) stocks, bonds, options and/or other securities, (ii) to borrow money from or through MLPF&S, if the account is established with the Investor CreditLine service, and, if neces- sary, to secure payment therefore with property of this Corpora- tion, including, but not limited to, stocks, bonds, options and/or other securities; and 5. Resolved, further, that each Representative of this Corpora- tion who is or may be designated in the WCMA Agreement or any other document executed by this Corporation pursuant to the second Resolution hereof, is hereby authorized ~ t..J;+h c: ~t.eoonteM1gnattfreiOr co-signature: (i) to write Checks on the Corporation's Check/Card Account; (ii) to use Cards and execute sales drafts or cash advance drafts on the Corporation's Check/Card Account; (Hi) to borrow money from the Bank should an overdraft advance be made by the Bank through the Check/ Card Account; (iv) to transfer funds between the WCMA Account and other accounts of the corporation by means of the Funds Transfer Service; and (v) to instruct the transfer of funds, by wire or otherwise from the WCMA account of the Corporation to or for the account of any other person, including the Representative giving the instruction; and 6. Resolved, further, that any of the Representatives hereinbefore named, and as may hereinafter be named in the fourth Resolution and or any other document executed by this Corporation pursuant to the second Resolution hereof, shall at all times have the fullest authority to make or enter into trans- actions deemed by him or her to be proper in accordance with his or her respective designation, and in every way to bind and obligate this Corporation to carry out any contract, arrangement or transaction which shall, for or on behalf of this Corporation, be entered into or made with or through MLPF&S, the Bank and/ or any Money Account and, MLPF&S and the Bank are autho- rized to receive from this Corporation, checks and drafts drawn upon the funds of this Corporation by any Representative or employee of this Corporation, and to apply the same to the credit of this Corporation or to its account with MLPF&S, the Bank or the Money Account participating entities; and 15 ',,- ''-, .... ","", \',. 7. Resolved, further, that MLPF&S is authorized: (i) to receive from any Representative or employee of this Corporation, stocks, bonds, options and/or other securities as collateral or margin for , 'ans for the account of this Corporation with MLPF&S if the ~count is established with the Investor CreditLine service; and (ii) to accept instructions from any Representative hereinbefore or hereinafter named in the fourth Resolution, with respect to the authority to trade in the Securities Account, as to the registration of stocks, bonds, options and/or other securities purchased by this Corporation and as to the delivery of stocks, bonds, options and/or other securities from the account of this Corporation, and at the direction of any Representative so named, to cause certificates of stocks, bonds, options and/or other securities held in said account to be transferred to any Representative of this Corporation, in the discretion of such Representative; and, any such delivery of stocks, bonds, options and/or other securities, registered as directed by him or her, shall be deemed delivered to this Corporation. All confirmations, notices, and demands upon this Corporation may be delivered by MLPF&S or the Bank orally or in writing by mail, telegraph, or telephone to any such Representative; and 8. Resolved, further, that in the event the WCMA financial service program to which this Corporation is authorized to subscribe with MLPF&S, the Bank, and any Money Account is established and subsequently terminated by this Corporation, or by MLPF&S, or by the Bank, the authority delegated to the Representatives named in the foregoing Resolution shall con- tinue in full force and effect until such time as all securities, &.. Jecking, drafting and loan transactions shall have settled and ~e securities, if any, in the Corporation's Securities Account are li~ delivered to the Corporation; and 9. Resolved, further, that the proper Representatives of this Corporation be, and each of them hereby is, authorized, jointly ~ to take any and all steps, do any and all things and f\.. ,execute and deliver any and all documents in the name and on ~behalf of this Corporation as may be necessary or appropriate to carry out the purposes of the foregoing Resolutions; and 10. Resolved, further, that all actions heretofore taken with respect to the matters authorized in these Resolutions be, and they hereby are, ratified, confirmed and approved; and 11. Resolved, further, that these Resolutions shall be and remain in full force and effect until written notice of the revoca- tion hereof shall be delivered to and received by MLPF&S and the Bank. I, Kathy Sharp (Name of Corporation's Secretary) Secretary of SOUTH TAHOE PUBLIC UTILITY (Name of Corporation) DISTRICT ~ 16 a CALIFORNIA (Jurisdiction of Incorporation) corporation, do hereby certify that the foregoing is a full, true and correct copy of Resolutions duly and regularly passed and adopted by the unanimous vote of the Board of Directors of said Corporation at a meeting thereof6duly called and held at the office of said Corpora- tion on the day of July ,19 95 ,at which meeting all directors were present and voting; that said Resolutions appear in the minute books of said Corporation, and are in accord with and pursuant to the charter and by-laws of said Corporation; and that the sam'e have not been rescinded or modified and are in full force and effect. I further certify that said Corporation is duly organized and existing, and has the power to take the action called for by the foregoing Resolutions. In Witness Whereof, I have hereunto set my hand and affixed, if one, the corporate seal of this Corporation on this -5/~ JZ: I 'j (Place Corporate Seal Here) day (q9~ of ,19 <,,;d.~ S~ ^. f) (Secretary's Signat .) 7 NOTE: Special Certification The following (either A or B) must be completed if (and only if) the secretary is one of the named authorized representa- tives in resolution number 4 and/or 5. . I ;~~" _~}~t~~~y.~ A) If the corporation's only shareholder, only director and only officer are the same person, check here_. OR B) I hereby certify that I have examined the minute books of the corporation and that the secretary named in the resolution 4 and/or 5 is authorized to conduct those activities contained in the foregoing resolutions. (Signature of Director or Officer) (Print or Type Name) (Title of Director or Officer) (Date) Code 961 W Rev. 7/94 '-' ~ \.., ~_rlll Lynch MERRILL LYNCH, PIERCE, FENNER & SMITH INC. PUBLIC FUNDS ACCOUNT AUTHORIZATION TO TRADE TO: Merrill Lynch, Pierce, Fenner & Smith Inc. Dear Sirs: You are hereb--y authorized and em....powered tQ-.O.Den and maintain an account on yo..,r books in the name of SOUTH TAHOE PUBLIC UTrLITY DISTRICT this entity 18 governed by the rules and regulationsof the State of California PERMISSIBLE INVESTMENTs/DELAYED SETTLEMENTS I(We) certify the following "permissible investments", with related delayed settlements when indicated, to be those permitted by applicable law: Refer to the SOUTH TAHOE PUBLIC UTILITY DISTRICT STATEMENT OF INVESTMENT POLICY. AUTHORIZED PERSONS Anyone of the following "authorized persons", to wit: RHONDA McFARLANE (Name) FINANCE OFFICER (Title) KAY TAYLOR (Name) W~\NDA C'I'llNLEY _~ (Name) ACCOUNTANT .7\.CCOUN'I'ING (Title) 'I'ECIINICIAN U} (Title) i~ hereby authorized to give written or verbal instructions by telephone or telegraph or otherwise for the purchase, sale and settlement of transactions effected in the account. This authorization shall continue until written notice of amendment or revocation Is received by you and, in the case of such amendment or revocation, it shall continue effective as to transactions entered into prior thereto. This authorization shall inure to the benefit of your successors or assigns, by merger, con. solidation or otherwise. I(We) warrant that I(We) have the authority to execute this agreement. Dated: (Signature and Title of Authorized Individual) Dated: (Signature and Title of Authorized Individual) CODE 421 I/eo PRINTED IN USA \ . 'Working Capital ManagementSM Account Agreement ,.,,' This agreement ("WCMA Agreement") sets forth the terms and conditions governing the Working Capital Management account ("WCMA Account") financial service ("WCMA Service"). The ~ustomer agrees to read this WCMA Agreement and keep it for its records because, by signing the WCMA Agreement ("WCMA Application"), the Customer is agreeing to its terms. It is understood that before the WCMA program, as hereinafter de- scribed, is provided, it will be necessary: (a) for MLPF&S to open a conventional.~Cash Securities Account or 0 Margin Securities Account (please check one) for the Customer (the "Securities Account"). Definitions In this WCMA Agreement, "Customer" means the business or organization on whose behalf the WCMA Application, which incorporates the WCMA Agreement by reference, is signed. "MLPF&S" means Merrill Lynch, Pierce, Fenner & Smith Incorporated. "MLB& T" means Merrill Lynch Bank & Trust Co. "MLNF" means Merrill Lynch National Financial. "Bank One" means Bank One, Columbus, N.A. "Chase" means Chase Manhattan Bank, N.A. MLB& T, MLNF, Bank One and Chase are referred to collec- tively as "Banks." "WCMA Check/Card Account" means the account(s) established by MLPF&S for Customer with one or more of the Banks. "WCMA Checks" means issued by Bank One to Customer for use with the WCMA Check/Card Account. "Card(s)" means one or more Visa cards issued by MLB& Tor MLNF for use with the WCMA Check/ Card Account. "Money Funds" means the CMA@ money market .. funds. "Money Accounts" means the Money Funds and any FDIC- ~insured money market deposit accounts opened for the Customer through the Insured SavingsSM Account ("ISA@") program. "Securi- ties Account" means an MLPF&S securities account established for the Customer, which is either a cash account, or if the Customer elects the WCMA Investor CreditLine service in its WCMA Applica- tion, a margin account. ~~~:~~:~' ,\,.'.,,' For purposes of this WCMA Agreement, "securities and other property" means, but is not limited to, money, securities, financial instruments and commodities of every kind and nature and all contracts and options relating thereto, whether for present or future delivery. The Customer hereby acknowledges that the WCMA Program will operate substantially as follows, and consents and agrees to the following terms and conditions: 1. Description of the WCMA Service The WCMA Service is an integrated financial service linking three components: the Securities Account, a choice of several Money Accounts and the WCMA Check/Card Account. (a) Securities Account. The Securities Account may be used to purchase, sell and hold securities and other investments available from or through MLPF&S. If the Securities Account includes the WCMA Investor CreditLine service, it may also be utilized to purchase and sell securities on credit or to obtain loans based on ~the current margin loan value of securities in the Securities Account. The Customer agrees to pay normal brokerage fees for securities transactions in the Securities Account. (b) Money Accounts. The Customer acknowledges receipt of copies of the Prospectuses of the CMA no-load money market mutual funds (the "CMA Funds") and the Insured Savings Account Fact Sheet which contain a more complete description of the CMA Money Accounts and of the "Merrill Lynch Cash Management Accoun~ Program Description for the Working Capital ManagementSMAccount," which documents, as amended from time to time, are incorporated herein by reference and made a part hereof. (c) Money Account Investments/Deposits. Available free credit balances (Le., any cash that may b~ transferred out of the Securities Account without giving rise to interest charges) will be automatically invested or deposited in the Money Account designated by the Customer as its "Primary Money Account" on each Business Day (as defined below), except as otherwise provided in this WCMA Agreement with respect to the application of funds to: (i) repay advances made, if applicable, from the WCMA Investor CreditLine service; (ii) reestablish the Minimum Money Account Balance under the WCMA Directed Reserve program; or (iii) pay other charges. Investments in Money Fund shares will be made at their current net asset value under the circumstances described in the Prospectuses of the Money Funds under "Purchase and Redemption of Shares." Free credit balances become available for investment or deposit through the Primary Money Account in the following manner: (i) with respect to (x) the proceeds of sales of securities, (y) deposits made by wire transfer or the Funds Transfer Service provided to Customers by MLPF&S ("FTS"), or (z) dividend or interest receipts, on the next Business Day following receipt; and, (ii) with respect to deposits from any other source, on the second Business Day following receipt, unless the deposit is made after the cut-off time for such deposits, in which case, on the third Business Day following receipt. The Customer agrees that its Money Account balances may be automatically redeemed or withdrawn to satisfy obligations arising in the Customer's Securities Account. If the Customer establishes an account with the WCMA Investor CreditLine service this will include shares constituting its Minimum Money Account Balance and amounts necessary to satisfy minimum equity requirements. If the Money Account designated by the Customer as its Primary Money Account is unavailable for any reason, MLPF&S is autho- rized, but not obligated, to cause available free credit balances in the Securities Account to be invested in shares of the CMA Money Fund. i! Customers with the WCMA Investor CreditLine service may designate a Minimum Money Account Balance under the WCMA Directed ReserveSM program. Under certain circumstances, Money Account Balances representing the Minimum Money Account Balance may be redeemed or withdrawn by MLPF&S. " ......, .........\... (d) WCMA Check/Card Account. The Customer authorizes MLPF&S to open a WCMA Check/Card Account for the Customer with the Banks and agrees that WCMA Checks and Cards, if any, issued by the Banks L ,hall be used solely in conjunction with the WCMA Service and subject ~o the terms and conditions of this WCMA Agreement. The representa- tives of the Customer designated in The WCMA Check and Card Instructions (the "Instructions") are authorized to write WCMA Checks on the Customer's WCMA Check/Card Account. The Customer shall, on a continuing basis, be responsible for the care and safekeeping of WCMA Checks provided by the Bank and for the review of the monthly statements provided by MLPF&S, in order promptly to discover and report to MLPF&S the possible unauthorized use of said checks. The customer shall permit only those persons authorized in the WCMA Application to sign checks on behalf of the company, to prepare, complete or issue WCMA Checks on the company's behalf or to have access to unissued WCMA Checks. The Customer shall be responsible for any and all losses and damages, indirect or consequential, that arise from or are attributable to the breach of the Customer's undertaking to safeguard its WCMA Checks, to review its monthly statements or to permit only designated persons to have access to or prepare, complete or issue WCMA Checks. The Customer agrees to notify MLPF&S immediately if it believes or has reason to believe that the Customer's WCMA Checks have been used or signed by an unauthorized person. If the Customer requests that WCMA Checks be printed with two or more signature lines for counter signature purposes, the Customer agrees that the requirement for more than one signature is for the Ii.. ~ustomer's internal purposes only, and neither MLPF&S nor the Bank ~shall have any responsibility or liability for the payment of any check ;:'1'1: without a counter signature or with an unauthorized counter signature. ',','0' (e) Custody of Securities. MLPF&S will hold all securities for the Customer's Securities Account either: (i) with an SEC-approved securities depository, where deposited securities are held in fungible bulk in the nominee name of such depository with any other securities of the same class of the same issuer belonging to other MLPF&S customers; or (ii) with a Federal Reserve member bank, where deposited securities are commingled in a book-entry account with securities belonging to other MLPF&S customers. The Customer's securities will at all times be separately identified on the books and records of MLPF&S as belonging to the Customer, and MLPF&S will exercise the due care expected of a professional custodian with respect to such securities. Notwithstanding the foregoing, MLPF&S shall not be responsible for any loss or damage with respect to the Customer's securities that may occur as a result of war, civil commotion, enemy action, or govermental acts or any other causes beyond the control of MLPF&S or such depository. (f) Restriction on Securities Transactions. The Customer agrees that under no circumstances shall the WCMA Check/Card Account be used to purchase shares of the Money Accounts or to effect transactions in the Securities Account or other MLPF&S accounts, \., 2 2. WCMA Availability and Payment Procedures For purposes of this WCMA Agreement, the total of: (i) any available free credit balances in the Securities Account; (ii) the available redemption value of shares or deposit balance of the Customer's Money Accounts (including any applicable Minimum Money Account Balance), subject to any delays in availability as previously described; and (iii) if applicable, the available margin loan value of the Customer's WCMA Investor CreditLine service constitutes the Customer's "WCMA Availability." (WCMA Availability may be referred to in some documents provided to the Customer as "Purchasing power.") The Customer's WCMA Availability is used to determine the total amount available to the Customer for the payment of WCMA Checks, Card transactions and other transfers of funds. MLPF&S may delay increasing WCMA Availability for up to 10 business days after the receipt of checks or other negotiable instruments used to reduce any applicable margin loan balance of the WCMA Investor CreditLine service. .; , '.:, ,>' ..> (a) Transactions Exceeding WCMA Availability. If a transaction exceeds the Customer's WCMA Availability, Chase or any successor to or assign of Chase may accept such transaction as an overdraft, and advance funds to MLPF&S or the Banks in the amount exceed- ing the Customer's WCMA Availability. Any overdraft, together with any finance charges ["Finance Charge(s)"] incurred, is immediately due and payable to Chase. In each overdraft statement cycle, Finance Charges are figured by applying a daily periodic rate of .049315% (18% Annual Percentage Rate) to the Average Daily Balance of overdrafts and by multiplying the resulting figure by the number of days in that statement cycle. A daily overdraft balance is calculated each day by starting with the beginning balance of amounts owed, adding any new overdrafts and subtracting any payments or credits received that day and unpaid Finance Charges. The Average Daily Balance is then calculated by adding all of the daily balances of overdrafts in that statement cycle and dividing the total by the number of days in the overdraft statement cycle. Finance Charges accrue from the date Chase accepts an overdraft until the date payment is made. (b) Periodic Overdraft Billing Statement. The Customer will receive a periodic overdraft billing statement from Chase which will detail among other disclosures any overdraft(s) plus Finance Charges on the overdraft(s), payments and credits and the balance due. MLPF&S will promptly upon receipt of notice, make payment to the Bank for any WCMA Check or Card transactions, or initiate other transfers on the Customer's behalf to the extent of the Customer's WCMA Availability. Payments, including without limitations any fees payable in connection with the WCMA Service will be made in the following order: first, from any available free credit balances in the Securities Account; second, from the proceeds of redemption or withdrawal beginning with the Primary Money Account and continu- ing in the order in which the Customer established its non-primary Money Accounts, if any, but excluding any applicable Minimum Money Account Balance; third, any applicable margin loans up to the available margin loan value of the Customer's WCMA Investor CreditLine; and fourth, from the proceeds of redemption of shares or withdrawals of any applicable Minimum Money Account Balance. li~il f.r.: I I ( I l "- "''\-- 3. Funds Transers (a) General. Requests for wire transfers of funds will be transmitted to banks selected by MLPF&S as agent for the Customer. Such ~~kS an~ any subsequent banks involved in the transfer may use various wire transfer systems, including the Fedwire system, when carrying out the Customer's request. The rights and obligations of the Customer, MLPF&S and any banks involved in carrying out the Customer's wire transfer requests are governed by Article 4A of the Uniform Commercial Code, and by applicable rules of automated clearing house associations or, for Fedwires, by Subpart B of Regulation J of the Federal Reserve Board of Governors. Transfers of funds throughout the banking system and related funds transfer and communications systems, including the Fedwire system, involve various risks which the Customer assumes in requesting wire transfers. Such risks include, but are not limited to the following: 1) the liability of banks with respect to wire transfers may be limited by law and by contract; in particular, their responsibility for processing transfers may be limited to relying upon identifying (e.g., account) numbers rather than account party names; 2) Customer may not be able to cancel or amend a wire transfer request once transmitted to a bank for processing; and 3) Fedwires are irreversible once transmitted by a bank and may not be recoverable. The Customer agrees that MLPF&S is acting as the Customer's agent in transmitting wire transfer requests to banks selected by MLPF&S and the Customer shall be regarded as the "sender" of such wire transfers. In addition to applicable law, the Customer's . rights and obligations shall be governed by contracts that MLPF&S \.,nters into with banks from time to time for wire transfers of its own and the Customer's funds. ;!:!:li}~ The Customer agrees that MLPF&S's security procedures, which include a confidential password to initiate transfers through the WCMA Funds Transfer Service, and the security procedures of banks that MLPF&S contracts with for transfers of funds are commercially reasonable, If MLPF&S notifies the Customer of changes in its own security procedures or if MLPF&S agrees to modified security procedures of such banks from time to time, the Customer's continued use of the Service to request wire transfers shall constitute the Customer's agreement that such changed security procedures are commercially reasonable. The Customer has a right to request information about applicable security procedures at any time, (b) WCMA Funds Transfer Service. The Customer may elect to enroll in FTS by completing the WCMA Funds Transfer Service Enrollment Form ("FTS Enrollment Form"), which document, as amended from time to time, is hereby incorporated by reference and made a part hereof. If the Customer so elects, the Customer authorizes MLPF&S to initiate the transfer of funds on its behalf in accordance with instructions reasonably believed by MLPF&S to have been given from time to time by those persons designated by the Customer in its FTS Enrollment Form, which persons are deemed to be the Customer's agents and attorneys-in-fact. ,"'II FTS tr~~sfer requests must be accompanied by the number of ~e Securities Account and the confidential password (''FTS Password") selected by the Customer. Such transfers may be made by initiating credit or debit transfers to or from accounts at MLPF&S or at one or more financial institutions designated by the Customer in its FTS Enrollment Form, and the institutions participating in such transfers are hereby authorized to accept such debit or credit transfer instructions communicated by MLPF&S and to transfer funds in accordance therewith. In the event that erroneous transfers are made pursuant to FTS, MLPF&S is authorized to initiate debit or credit transfers to correct such erroneous transfers, provided that any such correction is made in accordance with applicable laws, rules, or regulations. For purposes of this WCMA Agreement, a FTS Password shall cease to be effective at the commencement of business by MLPF&S on the first Business Day following receipt of written or telephone notice of cancellation of the Customer's FTS Password, directed to MLPF&S. The Customer shall. not disclose its FTS Password to any person other than those persons that it has designated as authorized to initiate FTS transfers. The Customer understands that it shall be liable for all transfers of funds, whether or not actually authorized by the Customer, which are initiated by instructions which include the FTS Password of the Customer then in effect, as well as any and all losses and damages, direct, indirect or consequential, that arise from or are attributable to such transfers, The Customer understands and agrees that MLPF&S may accept debit and lor credit instructions to debit and/or credit an account in which the person(s) named in the FTS Enroll- ment Form may have an interest and MLPF&S shall have no obligation to ascertain the propriety of any such instructions. 4. Termination of the Customer's Subscription to the WCMA Service MLPF&S may terminate the Customer's subscription to the WCMA Service at any time in its sole discretion. The Customer may terminate its subscription to the WCMA Service at any time upon notice to MLPF&S. Without limiting MLPF&S's rights in this regard, the deposit of checks followed by the prompt withdrawal of funds, for the primary purpose of earning dividends or interest on Money Account balances from the time MLPF&S advances funds on the Customer's behalf until checks so deposited are collected, is inconsistent with the WCMA Service. MLPF&S may terminate the Customer's subscription to the WCMA Service if, in its sole judgment, it appears to MLPF&S that the Customer is so acting. Should the Customer's subscription to the WCMA Service be termi- nated, MLPF&S may and is hereby authorized to redeem all shares of the Money Funds and unless otherwise directed at the time withdraw alllSA deposits owned by the Customer (including, if applicable, any shares and/or deposits representing the Minimum Money Account Balance), and to direct the liquidation of any securities or investments held by MLPF&S on behalf of the Customer, and apply the proceeds thereof to repay any amount payable by the Customer pursuant to this WCMA Agreement. MLPF&S shall have the right to set off any amount owing under this WCMA Agreement against any monies due to the Customer and any monies held in an account of the Customer with MLPF&S or any of its affiliates. 'i 3 " ""\" All rights and remedies of MLPF&S existing at termination of the Customer's subscription to the WCMA Service shall survive and shall be , in addition to all other rights and remedies available at law or equity. '-"pon termination of the Customer's subscription to the WCMA Service, the Customer shall promptly return all Cards and unused WCMA Checks to MLPF&S. Failure to return the Cards or such WCMA Checks to MLPF&S may result in a delay in complying with the Customer's instructions as to the disposition of the proceeds from the redemption or withdrawal of the Customer's Money Account balances and its Securities Account assets. 5. Authorization with Respect to Credit Information The Customer hereby authorizes MLPF&S and the Banks to obtain and disclose any and all financial and other information relating to the Customer to each other, to MLPF&S and to any affiliates of MLPF&S. 6. Periodic Statements and Notices The Customer will receive a statement on a monthly basis from MLPF&S on its own behalf and as agent for the Banks, and any ISA participating depository institutions, which statement will describe transactions relating to the Customer's subscription to the WCMA Service. The statement of account, as stated, shall be deemed conclusive as to the Customer if not objected to within ten (10) days of mailing. It is therefore understood that the Customer should carefully and promptly review each monthly statement. Any notices or other communications by MLPF&S to the Customer's address listed in the WCMA Application or to such " 'ther address as may be designated from time to time in writing by ~e Customer, and all notices and other communications so sent by whatever means, shall be deemed to have been given personally to the Customer, upon such sending, whether or not actually received. 7. Limitations on Liability MLPF&S, the Banks, and any third parties providing services pursuant to this WCMA Agreement make no representations, warranties, or guarantees, express or implied, with respect to the WCMA Service or any services provided in accordance therewith, except as otherwise set forth in this WCMA Agreement. oJ" "(' n"']"t 51 ,nil MLPrae, U,o Banllo, or Or;lj' tllira pllr;;t~. p~g"igiRQ tllP'ilHlD purill:HlRt te tllill Wt;:M.!l..AQrismaQ.i.b&.UabJaJm..JQst profitE gr JRY spooial, 118R811~UBRti8~, ~f B~emplafy"flamages ofallY.natllM rllulting ~"'..tRHOfldu6tof,the WtMA Servjce,-~van~tMLP~~ ~ , 11 '" Bu"k&, .:., an)"'Me"'thiHl1)afty-flaS-Deoo-ooHfioo.-of..thcpsll8iIJil, N.. t ill vI ,",ulll. loe~8*88"'1l!l8'" provided, however, that this shall ~ not limit any party's liabiliity for compensation damages due to negligence or willful misconduct. ~,):~~~ 1""0_' 8. Extraordinary Events MLPF&S shall have no obligation to provide services in connection with the WCMA Service when and to the extent that MLPF&S or any party that provides services or facilities to MLPF&S in connection with the WCMA Service is prevented from doing so by government restrictions, exchange or market rulings, suspension of trading, I.. .'Iectronic or telephone failures, labor dispute, war, or any other cause ~t within MLPF&S's or such other party's reasonable control. 4 9. Representations, Additional Terms and AmendmBnts The Customer acknowledges receipt of copies of the Money Funds' prospectuses, the Insured Savings Account Fact Sheet and the Program Description of the Working Capital Management Account, which shall be referred to as the "Documents" for purposes of this WCMA Agreement. The Documents, which contain additional terms governing the WCMA Service, are incorporated into this WCMA Agreement and made a part hereof. MLPF&S and the Banks shall have the right to amend the Documents as provided in the next paragraph. Unless the context otherwise requires, the term "'t'CMA Agreement" shall include the Documents, as amended from time to time. l':: " ~; : The Customer agrees that MLPF&S shall have the right to amend this WCMA Agreement, by mOdifying or rescinding any of its existing provisions'or by adding any new provision, by sending written notice at least 30 days before the effective date of the amendment. The Customer understands that there may be additional documentation required by applicable law or the pOlicies and procedures of MLPF&S or the Banks. The Customer agrees to promptly comply with any such requests for additional documents. 10. Miscellaneous (a) Separability. If any provisions of this WCMA Agreement are held to be invalid, illegal, void or unenforceable by reason of any law, rule, administrative order, or judicial decision, all other provisions of this WCMA Agreement shall nevertheless remain in full force and effect. (b) Joint and Several Liability. If there is more than one Cus- tomer signing this WCMA Agreement, their obligations under this WCMA Agreement shall be joint and several. (c) Costs of Collection. To the extent permitted by applicable law, the Customer agrees to pay the reasonable costs and expenses of collection, including attorneys' fees, for any unpaid balance in the Securities Account or other amounts owed by the Customer to MLPF&S or the Bank pursuant to this WCMA Agreement. (d) Business Day. For purposes of this WCMA Agreement, "Business Day" means any day on which MLPF&S is open to the public for carrying on substantially all its business functions. (e) Captions and Headings. Captions and headings of this WCMA Agreement are not part of this WCMA Agreement and shall not be considered in its interpretation, '~ (f) Integration. This WCMA Agreement, together with all other documents incorporated herein by reference or required by MLPF&S in connection herewith constitutes the entire understand- ing of the parties with respect to the subject matter hereof and may not be modified or altered except by a writing signed by the party or parties against which such modification or alteration is sought to be enforced, ". ........,,\.. (g) Applicable Rules and Regulations. All transactions in the Securities Account and all WCMA Investor CreditLine service transac- tions shall be subject to the constitution, rules, regulations, customs ~nd usages of the exchange or market and its clearing house, if any, on which such transactions are executed by MLPF&S or its agents, including subsidiaries and affiliates of MLPF&S. Paragraph 11 applies only when the Card portion of the Cardl Check Account is used. Including when cards are obtained. 1 . In connection with the Customer's subscription to the W MA fin ncial service, the Customer hereby requests that MLNF r ML & T issue one or more Visa~ cards to the Customer fo use in conj ction with the Customer's subscription to the WC A financial servic (the "Card"). The Application will be considere accepted by MLB& T r MLNF when a Card is issued to the Custom r, and the Custome grees to be bound by the following terms nd conditions: (a) Ownersli . The Card remains the property of LB& T or MLNF and may be c celed by MLB& Tor MLNF at any ti e without prior notice. The Cu omer agrees to surrender the C d immediately upon the request f MLB&T, MLNF or MLPF&S. (b) Liability. The stomer will be liable for I transactions made by the Customer, or any person authorize to act on the Customer's behalf, thr ugh the use of the C rd. "::' ~:! .~, '.'.', (d) Cash Machine Service. The C tomer may elect to enroll in the Merrill Lynch Cash Machine rvice. If the Customer has requested such service and a Per n Identification Number (the "PIN") chosen by the Custo er h been approved by MLPF&S, MLNF or MLB& T, the Customer ay ob in cash, subject to WCMA Availability (as that term is defi ed in this WCMA Agreement), at the machines designated by MLP &S from ti to time, during the hours that these machines are ace sible to the g eral public. The Cus- tomer shall not disclose its IN to any perso ~other than those persons it has authorized to use t Cash Machine Se 'ceo (e) Termination of A ount. The Customer's . ht to use the Card will autom ically be terminated if the stomer's subscription to th WCMA financial service is ter inated by the Customer or LPF&S. It is also understood th t MLB& Tor MLNF maiter inate the Customer's right to use th Card at any time in its di retion without prior notice. If the Cust ,mer's right to use the Car. is terminated for any reason, the Customx shall promptly eturn the Card to MLB&T, MLNF or MLPF&S\ (f) Ace unt Inquiries. It is understood that inquiries and\error .. . .!Ieg ions concerning the Card Account and the monthly statement ~ho d be directed through MLPF&S. (g) Designation. Certain individuals are designated in the WCMA Applicatfon.as authorized to use Cards, execute es drafts, or cash advances and u he Cash Machine Servi ,and each individually can do anything that Customer ca 0 under this WCMA Agreement. Any of these p ns ose name and signature appear in the WCMA Application are thorized to empower any person(s) whom he or s aeems pro at any time to do any and all things that he or e is authorized to do>TQe designations and authorizations I remain effective until MLB&Tw MLNF receives notification' writing to the contra,ry. Paragraph 12 applies only if the Customer requests that the Securities Account be established with the WCMA Investor CredltLlne service. t 12. CMA Investor CreditLine Service The CMA Investor CreditLine service permits th Customer to obtain ans from MLPF&S secured by eligible rginable and exempt curities. (a) Margin equirements and Credit Charges The Customer will maintain sue securities and other property i the Securities Account for margin p poses as MLPF&S shall requ' e from time to time; and the monthly d it balance of the Securitie Account shall be charged, in accordance wit MLPF&S's usual custo ,with interest at a rate permitted by the ws of the State of N York. It is understood that the interest charg made to the Custo er's Securities Account at the close of a charge p riod will, unless aid, be added to the opening balance for the next harge period nd that interest will be charged upon such opening b lance, incl ing all interest so added. (b) Security Interest. II secu Ities or other property now or hereafter held, carried or maintain d b MLPF&S or by any of its affiliates in MLPF&S's possession a ontrol, or in the possession and control of any such affiliate, for any rpose, in or for any account of the Cus- tomer, now or hereafter ned, including any account in which the Customer may have an iter st, shall be subject to a lien for the discharge of all the ind btedn ss and other obligations of the Customer to MLPF&S and are t be held y MLPF&S as security for the payment of any liability or ind tedness f the Customer to MLPF&S in any of said accounts. MLR &S shall h e the right to transfer securities and other property 0 held by ML F&S from or to any of the accounts of the Customer enever in its ju ment MLPF&S considers such a transaction nece sary for its protectl n. In enforcing its lien, MLPF&S shall have the scretion to determine hich securities and property are to be sold and hich contracts are to closed, l! (c) Represe tatlons as to Beneficial nership and Control. The Customer r presents that with respect t securities against which margin cre it is or may be extended by LPF&S: (i) the Customer is not the b eficial owner of more than thre percent (3%) of the number f outstanding shares of any class f equity securities; and (ii) doe not control, is not controlled by an is not under common contro with, the issuer of any such securitie . In the event that any of the foregoing representations is inaccurate or becomes inaccu- rate, he Customer will promptly so advise MLPF&S in writing. W 5 "~, '....... " "'t,. \ (d) ails for Additional Collateral-Liquidation Rights. (I) LPF&S, in addition to and not In lieu of any other rights or " '~me les It may have under this WCMA Agreement, s~all have ..,fle rl ht to require additional collateral: (A) In ccordance with Its general policies regardl g Its margin malnte nce and requirements, as such may be odlfled, amende or supplemented from time to time; or (B) If In Its Iscretlon MLPF&S considers It ne ssary for Its protection a an earlier or later point In time t an called for by said general ollcles; or (C) In the event at a petition In bankrupt y or for an appoint- ment of a receive Is flied by or against t e Customer; or (D) if an attach men is levied against t e accounts of the Customer; or (E) In the event of the (II) If the Customer does ot provl e MLPF&S with additional collateral as MlPF&S ma requir in accordance with (A) or (B), or should an event descrlb d In C), (D) or (E) occur (whether or not MLPF&S elects to requl e dltlonal collateral), MLPF&S shall have the right: (A) to sell any or all securltl and other property In the accounts of the Customer with MlPF S r with any of Its affiliates, whether carried Individual or ointly with others; ~B) to buy any or all secu lties an other property which may be !:;:!:1i short In such accounts; nd close any or all outstanding any or all of i rights under (ii)(A), (B) and (C) without furt r demand for a dltional collateral, or notice of sale or pu hase, or other n tice or advertisement. Any such sales or rchases may be ade at the discretion of MLPF&S on any e hange or other m rket where such business Is usually transac d, or at public auc ion or private sale and MLPF&S may not e the purchaser for Its own account. It is understood t at the giving of any rior demand or call or prior notice of th time and place of s ch sale or purchase by MLPF&S shall n t be considered a wai er of its right to sell or buy without any such demand, call or otice as herein provided. (e) Payment Indebtedness upon De and. The Customer shall at all times b liable for the payment u on demand of any debit balance or ot er obligation owing in y of the accounts of the Customer wi h MLPF&S and the Cus omer shall be liable to ... 6 MLPF S for any deficiency remaining in any such ac ounts in the event the liquidation thereof, in whole or in part y MLPF&S or by the Cust er, and Customer shall make paymen of such obligations upon dem d. (f) Pledge of S urities and Other Property. II securities and other property now or ti eafter held, carried or aintained by MLPF&S in its possession or contr in any of the acco ts of the Customer may be pledged and repledge MLPF&S fro time to time, without notice to the Customer either sepa tely or i ommon with other such securi- ties and other property, for ya unt due in the accounts of the Customer; or for any greater a unt, and MLPF&S may do so without retaining in its possession o[ n r its control for delivery a like amount of similar securities or ot prope . (g) Lending Agreem t. Within the itations imposed by appli- cable laws, rules d regulations, MLP S is hereby authorized to lend itself, as pr' cipal or otherwise, or to thers, any securities held by MLPF&S margin for any accounts of e Customer as collateral t refore either separately or with 0 er securities. It is recogniz that any losses or other detriment, 0 gains or other benefit ,arising from any such lending of securitl s shall not accrue to th account of the Customer. 13. Representation as to Ownership of Customer The Customer represents that no one except the Customer has an interest in the account or accounts of the Customer with MLPF&S. The Customer represents that no person having an ownership interest in Customer is an employee of any exchange, or of any corporation of which any exchange owns a majority of the capital stock, or of a member of any exchange, or of a member firm, or member corporation registered on an exchange, or of a bank, trust company, insurance company or any corporation, firm or individual engaged in the business of dealing either as broker or as principal in securities, bills of ex- change, acceptances or other forms of commercial paper. If any of the foregoing representations is inaccurate or becomes inaccurate, the Customer will promptly so advise in writing. 14. Applicable Laws This WCMA Agreement, with respect to all aspects of the WCMA { Service, Including margin interest charges, shall be governed by I and construed in accordance with the laws of the State of HMr Ci' fu,(,! "",,"xcept as follows: The terms of the Customer's Agreement, I with MLB& T including those relatin~ to the issuance of the Card! \ ~i FoAA/A . are governed by Federal and fl III aw. The terms of the Customer's Agreement with MLNF, including thosea1!>>JJ t~Jhe issuance of the Card are governed by Federal and aw~he I terms of the Customer's Agreement with Chase, including those I I relating to finance charges, are governed by Federal.and Nww tAl-\'-.:"".i 'NM law. The terms of the Customer's Agreement With Bank One I are governed by Ohio law. ~ " ". "- ''\.. 15. Arbitration of Controversies with MLPF&S · Arbitration is final and binding on the parties. · The parties are waiving their right to seek remedies .. in court, including the right to jury trial. ... · Pre-arbitration discovery is generally more limited than and different from court proceedings. · The arbitrators' award is not required to include factual findings or legal reasoning, and any party's right to appeal or to seek modification of rulings by the arbitrators is strictly limited. · The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry. ... The Customer agrees that all controversies which may arise between the Customer and MLPF&S, including, but not limited to, those involving any transaction or the construction, performance, or breach of this or any other agreement between the customer and MLPF&S, whether entered into prior, on or subsequent to the date hereof, shall be determined by arbitra- tion. Any arbitration under this agreement shall be conducted only before the New York Stock Exchange, Inc., the American Stock Exchange, Inc., or an arbitration facility provided by any other exchange of which MLPF&S is a member, the National Association of Securities Dealers, Inc., or the Municipal Securities Rulemaking Board, and in accordance with its arbitration rules then in force. The Customer may elect In the first Instance whether arbitration shall be conducted before the " N.. ew York Stock Exchange, Inc., the American Stock Exchange, ...,-nc., other eXChange of which MLPF&S is a member, the National Association of Securities Dealers, Inc., or the Municipal Securities Rulemaking Board, but if the Customer fails to make such an election, by registered letter or telegram addressed to MLPF&S at the office where the Customer maintains the account, before the expiration of five days after receipt of a written request from MLPF&S to make such election, then MLPF&S may make such election. Judgment upon the award of arbitrators may be entered in any court, state or federal, having jurisdiction. No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action; or who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class action until: (i) the class certification is denied; (i1) the class is decertified; or (iii) the customer is excluded from the class by the court. Such forebearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this agreement except to the extent stated herein. ~r:t:~:}~ '" BY SIGNING THIS AGREEMENT, THE UNDERSIGNED CUSTOMER CONSENTS AND AGREES TO ALL OF THE FOREGOING TERMS AND CONDITIONS AND ACKNOWLEDGES (1) THAT ,IN ACCOR- DANCE WITH PARAGRAPH 15 ON PAGE 7, THE CUSTOMER IS AGREEING IN ADVANCE TO ARBITRATE ANY CONTROVERSIES WHICH MAY ARISE WITH MLPF&S; (2) THAT, IF THE ACCOUNT IS BEING ESTABLISHED WITH THE INVESTOR CREDITLlNE SERVICE, THEN PURSUANT TO PARAGRAPH 12 (g), CERTAIN OF THE CUSTOMER'S SECURITIES MAY BE LOANED TO MLPF&S OR LOANED OUT TO OTHERS, AND (3) RECEIPT OF A COpy OF THIS AGREEMENT. iiii: SOUTH TAHOE PUBLIC UTILITY DISTRIC~ Name of Business ~~~ Signature DUANE WALLACE Printed Name PRESIDENT Title (Examples: Chairman, President, Vice President, Managing Director, all General Partners, Sole Owner) Note: If this agreement is with a Partnership, all general partners must sign this page (continue below if necessary). iy.lli 1275 MEADOW CREST DRIVE Address SO LAKE TAHOE, CA 96150 Note: 1) D Check here if you want your WCMA account processed to request automatic borrowing power through the WCMA Investor CreditLine service. 2) D Check here if you request MLB& Tor MLNF to issue one or more Visa Cards. 7 ". ....... ...,<~... \ CMA Service Subscription for the WCMA Account (required). My Primary Money Account is designated as number 1 below. . (You may also designate the remaining money accounts as '" ~umbers if you wish money account balances to be automatically ~ccessed in that order.) l CMA Money Fund _ CMA Tax-Exempt Fund CMA Government Securities Fund _ CMA Treasury Fund _Insured Savings Account (ISA) 1,1, ,- Annual Summary StatemenUnformatton: (required.): <-, Fiscal Year End: ~ Month Day Minimum Money Account Balance (WCMA Directed Reserve): (Optional) $ (whole dollars only). (An optional feature available to commercial line and Investor Creditiine service accounts only. It permits you to maintain a balance in your money accounts while borrowing against your credit line.) '-' l!i!i!i t~.,.\.' '. ~:, '!llli ~tMH .',l';: ~~ Merrill Lynch Office Use Only I I L ~ ... 8 Merrill Lynch Account Number Financial Consultant Financial Consultant Number Code 408 W Rev. 7/94 '-, "'-- "\..