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Ordinance No. 358JHHW:KIJ:jn 10/24/83 0800K :jla 11/03/83 ORDINANCE NO. 358 AN ORDINANCE OF THE SOUTH TAHOE PUBLIC UTILITY DISTRICT DETERMINING TO ACQUIRE PUBLIC UTILITY WATER WORKS AND APPROVING AND AUTHORIZING EXECUTION OF AGREEMENT IN CONNECTION THEREWITH ANGORA WATER COMPANY BE IT ENACTED by the Board of Directors of the South Tahoe Public Utility District, California: Section 1. The Board of Directors of the South Tahoe Public Utility District (the "Board") hereby determines to acquire that certain public utility water works (the "Public Utility Works") which is now owned and held by the Angora Water Company, a privately owned public utility subject to the jurisdiction of the Public Utilities Commission of the State of California. Section 2. The proposed principal cost of acquisition is $1,750,000, to be paid over a period of twenty-four (24) years with interest on reducing balances of principal computed at ten and one-half percent (10.5%) in monthly installments of principal and interest in the amounts set forth in Exhibit "A" of that certain "Agreement for Sale and Purchase of the Stock of Angora Water Co.", dated as of I~OV. 3 , 1983, by and between Donald L. Martin and Marjorie L. Martin, husband and wife, Gerald E. Martin and Thelma V. Martin, husband and wife and Stanley L. Martin and Louise A. Martin, husband and wife (hereinafter collectively referred to as "Owners") and the South Tahoe Public Utility District, a public district (hereinafter referred to as "District"), which agreement is hereinafter referred to as the "Agreement"; total payments of principal and interest over the period of tile Agreement are $5~081~559,96 Said monthly installments of principal and interest are to be paid to the Owners solely from the "Revenues derived from the Water System Acquired from Owners" and the "Facilities Revenues", as said terms are defined in the Agreement. A copy of the Agreement is on file in the office of the Clerk, 1275 Meadowcrest Drive, South Lake Tahoe, California 95705. Section 3. The Agreement is hereby approved and the President of the Board is hereby authorized to execute the Agreement on behalf of the District and the Clerk of the District and ex-officio Secretary of the Board is authorized to attest his signature and to affix the corporate seal of the District thereto. Section 4. This Ordinance shall take effect upon the expiration of thirty (30) days after its passage and shall be posted by the Clerk of the South Tahoe Public Utility District at three (3) public places in said District at least one week before the expiration of said period after its passage and shall further be published in the Tahoe Daily Tribune, a newspaper of general circulation, once a week for two successive weeks, the first of which publications shall be at least fourteen (14) days before the expiration of said period. ATTEST: ??'r~ ~, ~E~-Offic~o-S~reta~y o~' ~ne ~oFrd of Directors of the South Tahoe Public Utility District dent of the ~f~x~of Directors of uth tahoe P(~lic Utility District PASSED AND ADOPTED at a duly held meeting of the Board of Directors of the South Tahoe Public Utility District on 1~. 3 , 1983, by the following vote: AYES: Directors Jones, Olson, Madden and NOES: None ABSENT: Director Lowe ~CTerK O/fv%o'utl~ Tan~)% Public U~'ili~y Distraint ~nd Ex-Officio Secretary of the BSard of Directors thereof  ectors of istrict I hereby certify that the foregoing is a full, true and correct copy of Ordinance No. 358 duly and regularly adopted by the Board of Directors of the South Tahoe Public Utility District, E1 Dorado County, California. ~rk and E~-Officio Secre£~r~ of-the~. Board of Directors of the South Tahoe Public Utility District 2 JHHW:KZJ:jn ]0/24/83 0802K :jla ]1/03/83 RESOLUTION NO. 2310 A RESOLUTION DETERMINING ADEQUACY OF WATER SUPPLY, THAT ACQUISITION CAN BE ACCOMPLISHED FROM REVENUES AND ORDERING FILING OF PLANS AND ESTIMATES AND AGREEMENT ANGORA WATER COMPANY RESOLVED, by the Board of Directors of the South Tahoe Public Utility District, that WHEREAS, this Board has determined, by resolution, that the public interest and necessity of this District require the acquisition of all of the stock and existing assets of the Angora Water Company (the "Public Utility Works"), a privately owned public utility subject to the jurisdiction of the Public Utilities Commission of the State of California; WHEREAS, this Board has procured plans and estimates of the cost of original construction and completion of similar works and of the revenues that can be expected from the Public Utility Works and has procured plans and estimates of the cost of obtaining from such sources as the Board has found and designated as available a sufficient supply of good, pure water for the District; WHEREAS, the Board has solicited and considered offers for the sale to the District of the existing Public Utility Works. NOW, THEREFORE, IT IS FOUND, DETERMINED AND ORDERED, as follows: 1. That a sufficient supply of good, pure water for existing and future users of the Public Utility Works is available through the acquisition of the Public Utility Works and any and all water rights and sources of water in connection therewith. 2. That the cost of acquiring the Public Utility Works as set forth in that certain "Agreement for Sale and Purchase of the Stock of Angora Water Co." dated as of Nov. 3 , 1983, by and between Donald L. Martin and Marjorie Li Martin, husband and wife, Gerald E. Martin and Thelma V. Martin, husband and wife and Stanley L. Martin and Louise A. Martin, husband and wife (hereinafter collectively referred to as "Owners") and the South Tahoe Public Utility District, a public district (hereinafter referred to as "District"), which agreement is hereinafter referred to as the "Agreement", is substantially less than the cost of original construction and completion by the District of similar works, and the District, by acceptance of the offer of the Owners as set forth in the Agreement, will have the benefit of acquiring such Public Utility Works at the lowest possible cost. 3. That the cost of acquiring the Public Utility Works as set forth in the Agreement can be paid from revenues of the District derived from the operation of the Public Utility Works to be acquired in addition to the other necessary expenses of the District in connection with such Public Utility Works. 4. That the plans and estimates referred to in the recitals hereof and the Agreement are hereby ordered filed in the office of the Clerk as of the date of adoption of this Resolution. 5. That the Board deems it to be in the best interests of the District to determine to acquire the Public Utility Works by ordinance to be adopted immediately after the filing of such plans and estimates. PASSED AND ADOPTED at a duly held meeting of the Board of Directors of the South Tahoe Public Utility District on Nov. 3 , 1983, by the following vote: AYES: Directors Jones, Olson, Madden and Wynn NOES: None ABSENT: Director Lowe Clerk ~/f/Sou~h Taho6 vublic uti/i~YV/ Distri~ct and Ex-Officio Secretary of the Board of Directors thereof -P~r~/~ident of the Be~ of Directors of /~outh Tahoe PubT~F% Uti lity Di strict I hereby certify that the foregoing is a full, true and correct copy of Resolution No. 2310duly and regularly adopted by the Board of Directors of the South Tahoe Public Utility District, E1 Dorado County, California. Board ~)dDire--~cto~s-'of the South T'ahoe Public Utility District ~hhW:KIJ: id ]UI~/'¥~ U/~K :jla 11/02/83 AGREEMENT FOR SALE AND PURCHASE OF THE STOCK OF ANGORA WATER CO. THIS AGREEMENT, made and entered into on the 3rd day of November, 1983, by and between Donald L. Martin and Marjorie L. Martin, husband and wife, Gerald E. Martin and Thelma V. Martin, husband and wife, and Stanley L. Martin and Louise A. Martin, husband and wife (hereinafter collectively referred to as "Owners") and the South Tahoe Public Utility District, a public-district (hereinafter referred to as "District"); WITNESSETH: ARTICLE I: RECITALS Section 1.1. District is a public utility district duly organized and existing under the Public Utility District Act, (Division 7 of the Public Utilities Code of the State of California) and .is empowered, among other things, to own, maintain, and operate systems for the providing of water to its inhabitants. Section 1.2. The Owners own all of the 165,942 outstanding shares of stock of Angora Water Co. (hereinafter referred to ~ "£~mpan¥"), a pr~¥atel¥ owned public utility water corporation formed and existing under the laws of the State of California, subject to the jurisdiction of the Public Utilities Commission of the State of California which owns and operates a domestic and fire protection water system. Section 1.3. It is the longstanding policy of the District to acquire the public utility water companies which provide water service to the public within the service area of the District when the owners of such companies have expressed their desires to sell their water companies to the District. Section 1.4. Consistent with the aforementioned policy, the parties hereto desire to enter into an agreement for the acquisition of stock of the Company by the District. NOW THEREFORE, in consideration of the above premises and of the mutual promises and covenants herein contained, it is hereby agreed as follows: ARTICLE II SALE OF STOCK, PURCHASE PRICE Section 2.1. Sale of Stock. Owners agree to sell to District, and District agrees to purchase from Owners, all of the outstanding stock in the Company for the' purchase.price set forth in Section 2.2 and subject to the terms and conditions set forth in this agreement. The Company presently provides water service to approximately 1800 residential and 85 commercial customers by means of approximately 267,000 feet of distribution mains of sizes ranging from 2" to 12" in diameter (with appropriate valves) and 4000 services of sizes ranging from 1 inch through 8 inches. The Company has 362 public fire hydrants. The Company suppl'ies water from eleven (11) wells and two (2) booster stations which pump to nine (9) storage tanks totaling approximately 1,900,000 gallons. The Company's California Public Utilities Commission certificated service area includes approximately 2,760 acres located in the City of South Lake Tahoe, California, and adjacent portions of E1 Dorado County; all of said service area lies within the boundaries of the District. Section 2.2. Purchase Price. The gross purchase price for the stock of the Company is the sum of $1,851,816.00. a. Owners agree to purchase from the District the items of propeety identified by an asterisk in Exhibit B for a total price of $98,816 upon conveyance of the assets of the Company tO the District pursuant to order of the Public Utilities Commission. It is acknowledgedb¥ the parties that all of said items are surplus to the District's needs in connection with the District's operation of the water system, control of which is being acquired by the District through the purchase of stock pursuant hereto. b. It is further acknowledged that the warehouse located at 910 Clement Street, South Lake Tahoe, California, which is owned by the Company and is and will not be needed by the District in order to satisfactorily operate said water system for the ensuing two years. The District therefore agrees to lease said warehouse to Owners for one (1) year from the Transfer Date of transfer of stock of the Company to the District pursuant hereto (the "Transfer Date"), upon conveyance of the assets of the Company to the District pursuant to order of the Public Utilities Commission and the Owners hereby agree to lease said warehouse from the District for said term for the sum of $3,000. District further agrees to lease said warehouse to the Owners for an additional term of one (1) year at the same rental if Owners so desire. The specific terms of such lease and extension shall be agreed upon by the parties upon conveyance of the assets of the Company to the District pursuant to order of the Public Utilities Commission. District shall be credited with the total of $101,816.00 on account of said gross purchase price in consideration for the purchase of the property described in paragraph (a) and the leasing of the property described in paragraph (b) above. The net purchase price, viz. $1,750,000 (the "Purchase Price"), shall be paid by the District to Owners in installments over a period of twenty-four (24) years with interest on unpaid principal balance computed at 10.5 percent (10.5%) per year from the Transfer Date until the Purchase Price has been paid in full. Installment payments of the Purchase Price and interest (which are collectively referred to herein as the "Purchase Price Payments") shall be due and payable monthly, with the first payment to be due and payable on the first day of the month following the Transfer Date with remaining monthly payments to be due and payable on the first day of each succeeding month, all as set forth in Exhibit "A" hereto attached and incorporated herein by reference. c. It is understood that the Company will, prior to the Transfer Date, send out billings for certain 1984 charges (the "1984 Billings"), and that the estimated amount of such billings is $162,000. It is understood and agreed that all of the net proceeds of the 1984 Billings without regard to when they are received, as well as any cash balances on ha~d and held i~ all Company accounts as of the Transfer Date (the "Cash Balances"), are included in the assets of the Company and will be transferred to the District upon dissolution of the Company. It is further understood and agreed that the Company has paid or will have paid all financial obligations of the Company incurred and payable prior to the Transfer Date, and that the Cash Balances and the remaining proceeds of the 1984 Billings as of the Transfer Date will be free and clear of all financial obligations of the Company incurred and payable prior to the'Transfer Date. Owners agree to pay any such obligations Which may be identified as incurred and payable prior to and unpaid after the Transfer Date, which payment shall be in the form of credits against the Purchase Price Payments payable on the first day of the month next succeeding the dates on which such obligations are determined by the Districtt$ accountants to be owing and unpa~. It is further understood and agreed that certain other obligations of the Company will have been incurred or accrued prior to the Transfer Date but are not yet payable as of said Date. Such obligations (hereinafter referred to as "Accrued Company Obligations") include (i) state and federal income tax liability for the calendar year 1983, estimated at $30,000, (ii) tax from recomputin§ prior year investment credits (resulting from recapture upon sale and dissolution of the Company) estimated at $15,000, (iii) legal and accounting fees and expenses of Company attorneys (estimated at $10,000) and accountants (estimated at $5,000) to be incurred in connection with the joint application to the Public Utilities Commission, and (iv) the annual fee payable to the Public Utilities Commission under Section 411 of the Public Utilities Code, estimated at 1.5% of all water sales collected by the Company for 1983. District shall pay the Accrued Company Obligations from Company assets as they become due and payable in amounts not to exceed the foregoing respective estimates; Owners agree to pay any amounts in excess of said respective estimates in the form of credits against the Purchase Price Payments payable on the first day of the month next succeeding the dates on which such Accrued Company Obligations become due and payable as determined by the District's accountants. d. District agrees to pay all legal and accounting fees and expenses in connection with the transfer of Company assets to the District and the dissolution and winding up of the Company. e. If the Transfer Date is not on or prior to January 31, 1984, this Agreement, subject to Section 4.1, shall be void and of no force and effect unless the said Date is extended by written agreement of the parties. Section 2.3. No Prepayments by District. District shall not prepay any portion of the Purchase price; provided, however, that notwithstanding any other provision of this agreement, District may on any date secure the payment of Purchase Price Payments by a deposit with an escrow holder under an escrow deposit and trust agreement of: (i) cash in an amount which is sufficient to pay all unpaid Purchase Price Payments, including the principal and interest components thereof, in accordance with the Purchase Price Payment schedule set forth in Exhibit A, or (ii) federal securities, together with cash, if required, in such amount as will, in the opinion of an independent certified public accountant, together with interest to accrue thereon, be fully sufficient to pay 'all unpaid Purchase Price Payments on their Payment Date, as District shall instruct at the time of said deposit. In the event of a deposit pursuant to this Section, all obligations of the District under this agreement, and all security provided by this agreement for said obligations, shall cease and terminate, excepting only the obligation of the District to make, or cause to be made, Purchase Price Payments from the deposit made by District pursuant to this Section. Said deposit shall be deemed to be and shall constitute a special fund for the payment of Purchase Price Payments in accordance with the provisions of this agreement. Upon said deposit Owners and District will execute or cause to be executed any and all documents as may be necessary to evidence the release of any security provided for hereby and to confirm title to the stock and Company assets in District. District shall not proceed with the estab]ishmen~ of such escrow un]ess and until it has received a letter ruling from the Internal Revenue Service ~substantially to the effect that such escrow will not affect the tax exempt status of the interest components of the Purchase Price Payments nor otherwise result in adverse tax consequences to the Owners, all as confirmed by the opinion of tax counsel for the Owners. Section 2.4. Automatic Acceleration. District covenants and agrees that it shall not, without the consent of Owners or their successors in interest, sell or transfer the stock, or upon liquidation, the facilities and improvements acquired from Owners by District pursuant to this Agreement to any private person, firm, or corporation. In the event that such sale or transfer occurs or in the event that District or any successor public agency ceases to operate said facilities and improvements, the entire principal amount of the Purchase Price may, at the option of Owners, or their successors in interest become due and payable and shall be paid with interest accrued to the date of payment. Section 2.5. Disposition of Certain Proceeds Held in Trust. It is agreed by the parties hereto that if contributed plant (viz. plant in the Company's Account No. 265 --"Contributions in Aid of Construction") is ever purchased by any private person, firm or corporation or purchased or taken by eminent domain by any public entity, the proceeds of the disposition of such plant shall be held by the District in trust for the benefit of the Owners of the land assessed for financing such plant to be disposed of as a court of competent jurisdiction shall direct. 4 It is understood by the parties hereto that the foregoing provisions of this section are in accordance with the order of the Public Utilities Commission of the State of California made on April 7, 1970, in its Decision No. 77035, insofar as said Decision and order pertained to in-tract water facilities financed by assessment bonds, and that it is the intent of the parties hereto to express by said provisions the same limitation on the title of District which was always intended with respect to water plant constructed and/or acquired by the County of E1 Dorado, pursuant to Sections 10109, 10110, and 10111 of the Streets and Highways Code; namely, that the title of a private water company and/or a public agency in and to such plant is held in trust for the owners of the land assessed for the sole purpose of rendering water service to such land. The parties acknowledge that no portion of the Purchase Price is being paid for contributed plant. Section 2.6. Payment of Purchase Price. All Purchase Price Payments required to be made hereunder shall be made by District to Owners by check mailed to the Owners at the address set forth in Section 7.5(a) or at such changed address as may be provided pursuant to Section 7.5(b). ARTICLE III REPRESENTATIONS AND COVENANTS ~Y OWNERS .- Section 3.1. No Material Adverse Change. Owners hereby represent that there have not been any material adverse changes in the operations or finances of the Company since December 31, 1982, as shown on financial statements rendered as of said date, which statements are attached hereto, marked Exhibit "B" and by this reference incorporated herein and made a part hereof. Section 3.2. Maintenance. Owners covenant and agree that prior to the transfer date, they shall cause Company: a. to keep all water facilities and .improvements"of Company and every part thereof in good repair, working order, and condition; b. to operate and maintain such facilities and improvements in a sound and efficient manner; and c. to pay all expenses of repair, operation, and maintenance prior to the Transfer Date. Section 3.3. Collection of Charges. Owners covenant and agree thatPrior to the Transfer Date, they shall cause Company: a. to collect, in accordance with procedures heretofore established by Company, the char§es imposed by Company for water, water service, and facilit~es~ b. to continue to provide services provided prior to execution of this Agreement; and c. to prohibit the use, free of charge, of any water, water services, or facilities by any public or private person, firm, corporation, or entity except pursuant to agreements entered into prior to the execution of this Agreement. Section 3.4. Encumbrances. Owners covenant and agree that, prior to the Transfer Date and except as necessary in the ordinary course of business, they shall not permit any properties of Company to be mortgaged or otherwise encumbered, sold, leased, or disposed of, nor shall they enter, or permit Company to enter, into any agreement which would impair or impede the operation of Company's facilities and improvements and the provision of Company's services. Section 3.5. Insurance. Owners covenant and agree that, prior to the Transfer Date, they shall cause Company to keep in full force and effect all insurance kept by the Company upon Company's properties at the time of execution of this Agreement. Section 3.6. Le§al Proceedings. Owners represent that there is no suit, action, claim, arbitration, or legal, administrative, or other proceeding pending, or to the best of their knowledge threatened against or affecting the Company. Owners covenant and agree that they shall defend or cause to be defended any legal 6 proceedings, claims, or causes of action initiated or pending against Company or involving Company's facilities, properties, or assets on or before the Transfer Date; and Owners further agree to indemnify and hold District harmless from any and all claims, suits, damages, or liability asserted or commenced after the Transfer Date which may exist or arise by virtue of any events which occurred prior to the Transfer Date and which did not arise in the ordinary course of business, except that such indemnity and covenant to defend shall nevertheless extend to such matters that arose in the ordinary course of business if a decision, determination, or judgment upon such matter adverse to Company or the District would substantially frustrate the purpose of this Agreement. Notwithstanding any other provision of this Agreement, Owner's liability under this paragraph shall not exceed the aggregate amount that may be unpaid upon the Purchase Price due under Section 2.2 at the time that any such adverse decision determination, or judgment shall become final. ' District shall promptly notify Owners of the existence of any claim, demand, litigation, or other matter to which Owners~ indemnification obligation would apply, and shall give Owners reasonable opportunity to defend the same at their own expense and with counsel of their own selection; provided, that District shall at all times also have the right to fully participate in the defense at its own expense. If Owners shall, within a reasonable time after this notice, fail to defend, District shall have the right to undertake the defense of and to compromise or settle (exercising reasonable business judgment) the claim or other matter on behalf of Owners. Section 3.7. Records~ Inspection. Owners covenant and agree that, prior to the Transfer Date, the. v shall cause a. to maintain proper books of account and records of Company's operations; and b. to permit representative of District to inspect all accounts, records, documents, and properties of Company upon reasonable request. Section 3.8. Diminution of Assets. Owners covenant and agree that, prior to the Transfer Date, they shall prevent Company from paying dividends or making other distribution of Company's income to shareholders, from paying bonuses to any officer or employee of Company and from paying, without District's consent, increases of salaries beyond those in effect on the date hereof to any officer or employee of Company; provided, however, that nothing herein shall prevent Company from paying or making distributions and/or payments which have been traditional in the ordinary course of the Company's business. Owners further covenant and agree that they shall prohibit Company from taking any other action which would in any way diminish the liquid assets of Company or the value of other assets of Company including, but not limited to, its good will, except to the extent necessary in the ordinary course of business. ARTICLE IV DUTIES OF DISTRICT SUBSEQUENT TO ?RANSFER DATE · Section 4.1. New Projects; Repairs; Extension of Transfer Date. The parties acknowledge that Company has no new capital projects under construction. It shall be the duty of Company to make all necessary repairs to the system prior to the Transfer Date in order to maintain the Company's system in good working order. Owners shall cause Company to procure earthquake and other catastrophe insurance subject to a deductible of $50,000 per occurrence (with maximum insurance protection of $1,000,000) in order to provide funds with which to repair damage to Company's system occurring prior to the Transfer Date. District acknowledges that the assets of Company over which the District shall obtai'n control by virtue of the acquisition of stock includes a cash reserve of $50,000 which may be applied by Company to make emergency repairs to its system as needed prior to the Transfer Date. In the event there is a loss or destruction of any material part of Company's facilities prior to the Transfer Date, the Transfer Date shall be extended to a date that is ten (10) days later than the date upon which said loss or destruction shall have been remedied or repaired to the mutual satisfaction of the parties. Section 4.2. Continued Service. District covenants and agrees that after the Transfer Date specified pursuant to Section 5.4., it shall continue to supply water to the best of its abilities to the customers of Company Transfer Date, shall otherwise comply with conditions pertaining to the service of . water set forth in any order of the Public Utilities Commission of the State of California, and shall supply water subject to reasonable and uniform rates, rules, and regulations to additional connections within the service area of Company after such connections are legally made. 8 ARTICLE V TRANSFER · ~ Section 5.1. Conditions Precedent. The obligation of District to purchase and of Owners to sell- the stock of Company in accordance with this Agreement is subject to the following conditions: a. The expiration of thirty (30) days after the passage of an Ordinance by District determining to purchase the stock of Owners and authorizing the execution of thisAgreement. b. The obtaining of all necessary orders and approvals by the Public Utilities Commission of the State of California. Section 5.2. Application to Public Utilities Commission. Immediately after the execution of this Agreement, District and Owners shall make joint application to the Public Utilities Commission of the State of California for all orders and approvals of said Commission which are necessary for the fulfillment of the terms of this Agreement. Section 5.3. Transfer. Upon fulfillment of the conditions specified in Section 5.1, Owners shall properly endorse for transfer to District certificates representing the total number of shares of outstanding stock of Company and shall cause to be delivered to District.said certificates, together with the minute book, seal, engineering data, books of account, records, documents, and all other parz~pherna]~ Section 5.4. Transfer Date. The transfer to District shall be effective upon the delivery to District, pursuant to Section 5.3, of the certificates representing all of the outstanding stock of Company; provided, however, that transfer shall not occur later that January 31, 1984. Section 5.5. Acceptance. District shall accept the stock certificates of Company as of the Transfer Date. Section 5.6. Closing Documents. District shall provide Owners with a copy of the written legal opinion of District Bond Counsel, Jones Hall Hill & White, A Professional Law Corporation, approving in all regards the legality of all proceeds for the purchase of Company's stock and of this Agreement and confirming that all obligations set forth in this Agreement are continuing and enforceable and that the interest component of the Purchase Price Payments as set forth in Exhibit A and paid by the District as provided in this Agreement is exempt from all federal income taxation and from personal income taxation on said interest imposed by the State of California under revenue codes and applicable regulations thereunder in effect as of the date of said opinion. 9 ARTICLE VI NATURE OF OBLIGATION AND REMEDIES IN EVENT OF DEFAULT Section 6.1. Nature of Obligation. The obligation of District to pay the Purchase Price Payments specified in this Agreement is a special obligation payable solely from all of the Revenues derived from the Water System Acquired from Owners and the Facilities Revenues. Section 6.2. Pledge of Revenues. All of the Revenues received by the District from the Water System Acquired from Owners and all of the Facilities Revenues are hereby pledged by District to the payment of the Purchase Price Payments as provided in Section 2.2. Section 6.3. First Lien on Revenues. The sums required to make the Purchase Price Payments shall be a lien upon and pledge of said Revenues and shall be a lien upon and pledge of the Facilities Revenues on a parity with the lien upon the Facilities Revenue established by Section 6.7 (c). Section 6.4. Net Revenue Coverage. District covenants that it will at all times establish, maintain, and collect for services, facilities and water of the Water System Acquired from Owners charges sufficient, with other Revenues received to provide annual Net Revenues equal to not less that the amount of the Purchase Price Payments payable under Section 2.2, which shall become due and payable within the next succeeding twelve (12) months. Section 6.5. Definitions. a. As used in this article, "Revenues" or "Gross Revenues" means all of the gross income and revenue derived by the District from the sale of Water from the Water System Acquired from Owners. b. "Net Revenues," as used in this article means annual Gross Revenues, after deducting (i) all sums expended for the cost of acquisition of water and of necessary and reasonable maintenance and operation of the Water System Acquired from Owners, which costs shall include the reasonable expense of management, operation, repair, and other expenses necessary to maintain and preserve the Water System Acquired from Owners in good repair and working order, and (ii) the annual Purchase Price Payments payable under Section 2.2. c. The "Water System Acquired from Owners" means the complete water supply, storage, and distribution system, including all appurtenant real and personal property and equipment of the Company, together with all water applications, permits and licenses, and all water rights whatsoever, and including additions, extensions, or'improvements which may be hereafter made to such system, other than Interconnecting Facilities. The facilities and improvements of any other water system purchased or constructed by the District shall not be included within the meaning of the term even though they may be hereafter interconnected and operated as a single system. 10 d. As used in this article, "District Water Enterprise" means the Water System Acquired from Owners together with any other water facilities or systems heretofore or hereafter acquired or constructed ~y District, and any additions, extensions, or improvements which may hereafter be made to such facilities. e. "Interconnecting Facilities," as used in this article means such facilities as may be required to interconnect any separate water systems acquired or constructed and necessary to allow such systems to be operated as a unit. f. "Construction of a New Water System," as used in this article, means the construction by the District of a new water system to provide water service to an area not theretofore served by a public water system and does not include Interconnecting Facilities. g. "Facilities Revenues" means all income and revenue derived by the distric~ from the District Water Enterprise other than from the sale of water. Section 6.6. Revenues -- A Trust Fund. All of the Revenues and Facilities Revenues shall constitute a trust fund for the security and payment of the Purchase Price Payments in accordance with the requirements of Section 2.2. Section 6.7. Other Water Systems. District reserves the right to purchase the stock and/or assets of other water systems or to construct other water systems, to extend and improve such systems and to operate all water systems owned by the District as a unit, upon the following conditions: a. The revenues derived from each such water system purchased together with Facilities Revenues shall be pledged by District to the payment of the obligations outstanding against the stock or assets of each particular water system purchased at the time of acquisition and thereafter to the payment of the purchase price for the stock and/or assets of each such water system acquired. b. The revenues derived from each such water system constructed shall be pledged by the District to the payment of the obligations incurred for the construction of said water system as a first and prior lien thereon. c. The sums required to pay the obligations outstanding against the stock or assets of each particular water system purchased at the time of acquisition shall be a first and prior lien upon and pledge of all of the revenues received by District from each such water system purchased, respectively. The sums required to pay the purchase price for the stock and/or assets of each such water system acquired shall similarly be a lien upon and pledge of said revenues, but subject and inferior to the first and prior lien of said outstanding obligations, if any, and shall be a lien upon and pledge of the Facilities Revenues on a parity with the lien upon the Facilities Revenues established by Section 6.3. Sums required to pay any obligations incurred for Construction of any New Water System shall be a first and prior lien upon and pledge of all of the revenues received by District from each such water system so constructed. 11 d. The annual net revenues and net Facilities. Revenues remaining after the payment of the annual amounts due on the obligations outstanding against the stock or assets of each particular water system purchased at the time of acquisition and remaining after payment of the annual amounts due on the purchase price for the stock-and/or assets of each such water system purchased or for the annual amounts due on the obligations incurred for construction of each water system constructed shall be applied to the acquisition and construction of capital additions and improvements to the facilities of the "District Water Enterprise" or to the payment of amounts on obligations incurred to finance such capital additions and improvements, or for unusual or extraordinary maintenance or repairs to improve the facilities of the "District Water Enterprise," or for any lawful purpose of the "District Water Enterprise," including, but not limited to Interconnecting Facilities. ' e. All of the revenues derived by District from each such water system purchased or constructed together with the Facilities Revenues as to any such water system purchased shall constitute a trust fund for the security and payment of the obligations of each such water system purchased at transfer date, and thereafter the payment of the purchase price for the stock and/or assets of each such water system purchased, or the obligations incurred for the Construction of each New Water System constructed. f. It is recognized that the District will or may construct Interconnecting Facilities from net revenues of the District Water Enterprise, as provided in 6.7.(d) above, or otherwise. Revenues of such Interconnecting Facilities, if any, shall be deemed to be revenues of the District Water Enterprise and not subject to the liens and pledges of any particular water system acquired ~r purchased by the District unless specifically so encumbered by the District, except for the lien and pledge of the Facilities Revenues, if any, which lien and pledge is intended to encompass all of the Facilities Revenues of the entire District Water Enterprise. Section 6.8. Use for No Other Purpose. The Revenues and Facilities Revenues shall not be used for any purpose, other than those specifically authorized by this Agreement, so long as any of said acquisition payments are outstanding and unpaid; except that out of such revenues and Facilities Revenues there may be apportioned, so long as all of said payments are made as the same become due and payable, such sums as may be required to pay the costs of acquisition of water and of necessary and reasonable maintenance and operation of the "District Water Enterprise," which costs shall include the reasonable expenses of management, operation, repair, and other expenses necessary to maintain and preserve the "District Water Enterprise" in good repair and working order; provided, however, that permanent improvements shall not be added to the "District Water Enterprise" in the event that District is in default in the payment of any amount required under Section 2.2. Section 6.9. Priority. Obligations to pay the Purchase Price Payments in the order of priority established in Section 6.3 shall be prior and paramount to any and all other claims and obligations that have arisen or may arise or be incurred against said Revenues and Facilities Revenues, except as otherwise herein provided. District covenants that it shall not permit any lien to be given to, or 12 arise in.favor of, any person, firm, corporation, or public entity which is on a parity with, or prior to, the obligations assumed and incurred under Section 2.2, other than the parity liens on the Facilities Reven~es herein provided for. .- Section 6.10. Event of Default. In the event of default in the due and punctual payment of any Purchase Price Payments required under Section 2.2 when and as the same shall become due and payable, Owners shall have the right, in addition to any other rights provided by law. a. Accounting. By action or suit in equity to require District and its Board of Directors and other officers, agents, and employees to account as the trustee of an express trust for all of the assets, income, and property of the Company. b. Mandamus. By mandamus or other suit, action, or proceeding at law, or in equity to enforce the payment of any judgment against District for the amount of any such default. Section 6.11. District Credit Not Encumbered. No recourse shall be had for the payment of the Purchase Price Payments or any part thereof, nor for the payment or performance of any other obligations hereunder, against the general fund of District, nor shall its credit or taxing power be deemed to be pledged thereto, and the right to compel the exercise of the taxing power of the District or the forfeiture of any of its property for the payment of the Purchase Price Payments or any other obligation hereunder (other than the Water System Acquired from Company) shall not exist except as expressly herein provided. 13 ARTICLE VII GENERAL PROVISIONS Section 7.1. Governing Law. This Agreement is made in the State of California under the constitution and laws of such state and is to be so construed. Section 7.2. Waiver. The waiver by either party of any breach of the other of any term, covenant, or condition hereof shall not operate as a waiver of any subsequent breach of the same or any other term, covenant, or condition. Section 7.3. Execution. This Agreement may be simultaneously executed in counterparts, each of which when so executed shall be deemed to be an original. Section 7.4. Administration. It is agreed by the parties hereto that Owners as shareholders of Company and appropriate members of the staff of District may, in the course of administration of the Agreement, agree upon such procedures for the performance hereunder of the parties hereto and methods of implementation hereof as shall be consistent with the purpose and intent of this Agreement. Section 7.5. Notice. Any notice, demand, or other communication under this Agreement by a party to the other shall be sufficiently given or delivered if it is dispatched by registered or certified mail, postage prepaid, return receipt requested, or delivered personally and: a. In the case of Owners, is delivered personally to each Owner or addressed as follows: To: Donald L. Martin and Marjorie L. Martin P.O. Box 9026 South Lake Tahoe, California 95731 To: Gerald E. Martin and Thelma V. Martin P.O. Box 9026 South Lake Tahoe, California 95731 To .' Stanley L. Martin and Louise A. Martin P.O. Box 9026 South Lake Tahoe, California 95731 b. In the case of the District, is delivered personally to District or addressed as follows: To .' District Secretary South Tahoe Public Utilities District P.O. Box AU South Lake Tahoe, California 95705 or at such address with respect to any party as that party may from time to time designate in writing and forward to the other parties, as provided in this Section. Section 7.6. Validity. If any one or more of the terms, provisions, promises, covenants, or conditions of this Agreement shall to any extent be adjudged invalid, unenforceable, void, or voidable for any reason whatsoever by a court of competent jurisdiction, each and all of the remaining terms, provisions, promises, covenants, and conditions of this Agreement shall not be affected thereby and shall be valid and enforceable to the fullest extent permitted by law. Section 7.7. Assignment. Except as otherwise provided in Section 2.4, this Agreement shall inure to the benefit of and be enforceable against the successors and assigns of each of the parties hereto. Section 7.8. Event of Conflict. This Agreement is intended to conform in all regards to the authority of District to enter into this Agreement under the statutes and laws of the State of California. However, 'in the event of conflict between the provisions of this Agreement and said laws and statutes, the latter shall prevail. 15 IN WITNESS WHEREOF, the parties hereto have hereunto subscribed their n~mes by their officers thereunto duly authorized all on the day and year in -this Agreement first above written. Do6ald L. Martin, Owner Marjo~ied~. Martin, Owner Gera{d E, Martin, Owner Thelma V.' Martin, Own6~ - St~l~--L. M~rE-in, Owner Louise A. Martin, 'Owner 16 ,OAN AMORT'ZAT!ON ECHEDULE -ZBTOR:S.T.P.U.D. CREDiTOR:ANGORA WATER CO LOAN AMOUNT MO.PYMNT INT RATE ~ !75DODO $ 15416.67 · 105 DATE PYMNT AMNT PRINCIPAL I/ 1184 21 1184 31 1184 13 51 1/84 £ 61 lISA 7 7/ 1/84 8/ 1164 ? 91 1184 ID/ 1184 il 11/ !2/ 1/84 ? FISCAL '(EAR 'TOTALS 15,416 67 15,416 67 15,416 67 15>416 67 15,416 67 15,416 67 15,A16 67 15>&!6 67 15,&16 &7 15,416 67 15,416 67 185~000.04 !04- 17 105 08 106 OD I06 9'3 107 86 108 81 107 76 ilo 72 111 6? 112 &7 !13 &5 I14 65 !3 I/ 1/85 '.4. 21 1185 _5 - 31 1/85 16 A/ 1/85 17 51 1185 18 61 1185 19 7/ 1/85 20 81 1185 21 9I 1/85 22 lO/ 1/85 23 11/ 1/85 24 12/ 1/85 15 416.67 15 &lA 67 15 416 69 15 Al6 67 15 416 67 15 416 67 15,416 67 15,416 67 15,416 67 15,416 67 15,&16 67 15,416 67 i15.65 !16.66 117.68 118.71 1!9.'75 !20.80 121.86 122.92 !24.~D 125.08 126.18 127.28 FISCAL YEAR TOTALS 185,OOO.0& 1,456.57 25 !/ 26 2/ 1/86 27 3/ liS& £8 A/ 1186 2? 5/ 1/86 JO 61 1186 31 7/ 1/86 ZZ 81 l/SA 33 9/ 1186 15,416.67 lB,A16.&7 15,4.16 67 15,&!6 67 15,&16 67 15,416 67 15,Al& 67 15,416 6'7 15,4.16 67 128 3? !27 52 !30 .SS !31 '79 132 ?5 134 !1 135 28 136 47 137 66 ASSET:UATER c,c ¢~ ~(._T=~ ~ PYMNTS FIRST PYMNT &B 1/1184 INTEREST BALANC~ 15,312.50 15,311 5? 15,310 15,309 15,308 15,307 15,306 15,305 15,304. 15>304 OD 15,303 02 15,302 O2 1,74.9 8?5 83 !,749 67 1,749 74 1,749 31 1,747 86 1,749 ?i 1,747 95 1,749 7?0 634. 577 4.69 361 75 75 82 15 251 39 140 67 028 ?S 1,748~?16.31 1~748,802.6& 1,748,&88.01 183,688.0= 15>301.02 15,300 Ol 15,298 99 15,277 76 15,276 92 15~295 87 15,274 81 15~273 75 15,292 67 15,270 4? 1,748 S72.36 1,74.8 455.75 1,748 338.02 i~748 1,748 1,74.7 ~78.'7& 1,747 856.90 1,747 60~.~8 1,747 484..?0 1,747 ~58.72 183,543.4'7 15,288.28 15,28'7 15 15~286 OZ 15,284. 88 15¢£83 72 !5,282 56 15,281 15,28D 2D 15~277 1,747~i03 DA 1,74&,773 53 1,746,84.2 8'7 1,746,711 08 1,746,578 !2 1,746,444 DX 1,74-6,308 7~ 1,746,172 27 1,74.6,034 60 OAT~ 34. i0/ 11:56 35 '1/ liE& 38 1~/ i188 FISCAL YEAR TOTALS 37 I/ 1/~7 31 I/~7 60 A/ 1167 &.l 51 1187 A2 6/ 1/87 7/ 1/~7 SI 1187 A5 9/ l/S7 !0/ !/67 12/ i/~? FISCAL 'FEAR TOTALS A9 i/ 1/SS Si S/ i/SS 53 5t 1/SS SS- 71 1/SS 56 81 I/~S 5'7 91 I/~S ~9 i1/ 1/SS &O 12/ 1/86 FISCAL ]'EAR TOTALS =AGE PYMNT AMNT PPINCIPAL INTEREST 15,416.~7 '38.~7 15,277.~0 15,Al6.&7 l&O.0S 15~276.59 iS,glA.&7 141.31 15,275.36 ~ALANC~ 1,TAS~gs.7a 1,7&5~755.65 18S,OOO.OA 1~617.O9 183~382.95 15,A1A &7 15,Al& 67 1S,A16 67 15~&16 67 15,&lA A7 15~&16 67 15~A16.&7 15,&16.67 !5~A16.A7 15,&16.67 l&2 150 151 152 155 !56 .5& 15,Z7~ '79 15,272 05 15~271 32 15~270 60 15,269 S9 15~267 19 15,266 51 15~265 83 15,2&3 17 15~262 5Z 15,261 88 15>259 .13 1,7AS,A71 88 1~7&5,328 62 1,7&5,182 35 78 1,7AA,7AO ~8 1,7~589 84. 5O 1,7gA~l~l 79 1,7&3,819 O1 96 O& 15 96 AS ' 6Z O& 185,000.0~ 1~795.30 183~204..7& 15,&16.67 15,416.67 I5~glA.&7 15,A16.&7 15,&16.67 15~416.67 !5~A16.67 !5~Al&.67 158. 159 !&l 165 166 168 169 17t 172 25 15 ,SZ, 15 03 15 87 15 '75 15 20 15 16 15 66 15 17 15 ,258. ,257 ~255 ~252 ~251 2~9 248 24.5 244 24.2 AZ 1,7&B,&60.79 03 1,7&3,501.!5 64 23 1,743,177.67 SO !,7&3~01~.Si 37 92 1,TgZ~&81.76 6.7 1,7&Z~D13.S& 99 1,7AZ~3A3.S@ 51 i~7A2~172.72 O1 1,7gZ~OOO.O& 50 1,7&1,825.89~ 185~OOO.O& 1~993. 15 183 ,DOS. LOAN AMORTIZATION SCHEDULE - ~AGE -! SBTOR~STPUD LOAN A~OUN.T CREDITOR:ANGORA MO.PYMNT INT RATE ASSET:WATER SYSTEM PYMNTS FIRST PYMNT 17/4.1825.89 DATE 1 1/ 1189 Z Z/ 1/89 3 3/ 1/89 & &/ 1/89 5 5/ 1/89 6 6/ 1/89 7 7/ 1/89 8 8/ 1/89 9 91 1189 10 10/ 1/89 11 11/ 1/89 12 12/ 1/89 $ 16583.33 .... :18'5 ................. 68 ....................... 1 /-1' / 89 .... PYMNT AMNT 16,583 16,583 16,583 36,583 16,583 16,583 16,583 16,583 16,583. 16,583. 16,583. 33 1,3&Z 33 1,354 33 ........ 1,365 33 1,377 33 1,389 33 'l,4OZ 33 1,Al& 33 1,439 33 1,451 33 1,A6A 33 ..... 1,477 PRINCIPAL INTEREST BALANCE .35 15,240.98 1,74.0,4.83.5A .lO 15,229.23 1,739,129.AA .95 ...... 15,217138 "1,737,763.'A9 ......... 90 15,205 96 15,193 1Z 15,181 39 15,168 76 15,156 .Z5 IS,lA& 8A 15,131 SA 15,118 36 ' 15,1B5 A3 1,736,385 37 1,734,995 21 '1,733,593 94 1,732,179 57 1,730,752 08 1,729,313 49 1,727,861 79 1,726,396 97' 1,724,919 59 63 52 13 37 12 28 74 FISCAL YEAR TOTALS 13 11 1/90 iL ZI 1190 15 31 1190 16- A~ 1/90 17 5/ 1/90 18 6/ l/gQ 19 7/ 1190 20 8/ 1/90 '21 9/ 1/90 Z2 10/ 1/90 23 11/ 1/90 2A 12/ 1/90 98 16,583 16,583 16,583 16,583 16,583 16,583 16,583 16,583 16,583 16,583 16,583 16,583 ,999.96 16 33 1 33 ' 1 33 1 33 ........ 1 33 33 1 33 ..... ,906 ,490.29 ,503 33 ,516 AS ,529 75 ,543 13 ,556 64 ,578 26 ,584. O0 ,597 86 ,625 94 ,6L0 17 .51 18Z,O93.A5 15>O93.OA 15,080.00 '15,066.85 15,053.58 1S,OdO 15,026 15,013 1A,999 14,985 1A¢971 14,957 1A,9A3 1 , 723,429.09 1,721,925 1,720,A09 1,718,879 20 1,717,336 69 1,715,779 07 1,714,2B9 33 1,712,625 47 1,711,027 A9 1,709,A15 39 1,707,789 16 1,706,14.9 77 29 .... 40 77 ....... 51 51 66 - 82 88 71 - FISCAL YEAR TOTALS 25 1/ 1/91 Z6 2/ 1/91 27 3/ 1/91 28 A~ 1/91 29 5/ 1/91 3D 6/ 1/91 31 71 1191 32 8/ 1/91 33 9/ 1/91 198,999. 16,583. 16,583 16,583 16,583 16,583 16,583 16,583 16,583 16,583 96 33 33 33 33 33 33 18,769. &7 1 , 654 . 52 1 1 1 1 1 1 ,669 00 ,683 60' ,698 33 ,713 19 ,728 18 ,7A3 30 ,758 56 ,773 95 18D~Z3D.2~ 1A,928.81 1A,899 73 14,885 BO 1A,87B 14,855 14,824 - '14~809 l& 15 03 77 38 1,704,495 1,70Z,826 1,701,162 1,699,4&& 1,697,731 1,696,002 1,69~,£59 1,692,5D1 1,690,727 19 19 59 26 07 88 58 02 07 LOAN AMORTIZATION SCHEDULE (CONTINUED) PAGE 2 DATE ......... PYMNT AMNT ' PRiNCiPAL INTEREST -- BALANCE ....... 10/ 1/91 11/ 1/91 3& 12/ .'1191 16,583.33 1,789.4-7 14,793.86 1.'688,937.61 ....... 16;583.33 ......... 1~805'13 ..... 14,778.20 .... 1~687'132.48 16,583.33 1,820.92 1&,762.41 1,685,311.5& FISCAL YEAR TOTALS ........ 198,999.96 ....... 2B,838 15 ...... 1785141]'B1 37 1/ 1/92 38 21 1192 39 31 1/92 &/ 1192 41 5/ 42 6/ 1/92 43 7/ 1/92 8/ 1/92 45 91 1/92 lB/ 1/92 47 11/ 1/92 48 12/ 1/92 FISCAL 16,583.33 1,836 ..... 16,583 33 ......... 1,852 16,583 33 16,583 33 .......... 16,583 33 16,583 33 16,583 33 16,583 33 16,583.33 16,583.33 1 1,885.49 14,697 ..... 15901"99 ........ 14;681 1,918.63 14,&64 1~935.42 14,647 .... 1~952 36 ..... 14,630 1,969.44 14,613 1,986.67 14,596 .85 14,746.&8 .93 .... 14,73D.40 ,869.14 14,714.19 70 91 97 89 6& 1,683,474.70 -1}68t,621:78 1,679,752.&4 1,677,847.14 .... 17675)9657'15 1,674,046.52 1,672 111.09 - 1,67B 158.74 1,668 189.30 1,666 202.&2 16,583.33 16,583.33 .... 2,004.06 ..... 14",'579:27' '1,'644. 198.56 ........... 2 021.59 14,561.74 1,662 176.97 YEAR TOTALS '198,999.9& ...... 23 134:59 .... 175,845-.37 ............................ &9 1/ 1/93 50 21 1193 51 3/ 1193 52 &/ 1193 53 S/ 1193 54' 61 1193 55 7/ 1/93 5& 8/ 1/93 57 91 1193 58 lO/ 1193 59 11/ 1/93 60 12/ 1/93 16,583.33 16'583Z33 16,583.33 '16,583 16,583 16,583 ........... 16,583 16,583 16,583 ....... 1'61583 16,583 2 2 33 2 33 ........2 33 2 33 2 33 ....... 2 33 2 33 2 33 2 33 2 111 ,130 148 ,l&7 ,186 ,205 .,244 039.28 14,544.D5 1,660,137.69 057/13 ..........I4}526-.2O - I~658,080.57 075.13 14,508.2D 1,656,005.44 2~ 1&,490.05 1,653,91E.t~ 60 -' 14,471.73 !,651,800.56 ............. 08 14,453.25 1,649,670.48 71 14,43&.62 1,647,521.77 51 ........ 14,415 82 .... 48 14,396.85 1,643,167.78 61 14,377.72 91 ..... l&.'358.&2 '1,638,737.25 .... .38 14,338.95 1.'636,492.87~ FISCAL YEAR TOTALS -198,999:'9& ........ 25,684'.10 .... 173,315'56 ..................................... ' LOAN AMORT!ZATION ECHEDLILE PAGE .BTOR:STPUB LOAN AMOUNT DATE CREDiTOR:ANGORA ASSET:WATER SYSTEM MO,PYMNT INT RATE # PYMNTS FIRST PYMNT $ 1825B ......... 105 ....................... 60 ................... 1 / 1"7-94 .... 1 11 1194 2 21 1/94 3 31 1194. 4 4/ 1194 5 5/ 1194 6 6/ 1194 7 7/ 1/94 8 8/ 1194 9 91 1194 10 1BI 1194 11 11/ 1/94 I£ 1~/ 1/94 PYMNT AMNT PRINCI 18,250 O0 18,250 BO 18,250 O0 18,250 OD 18,250 O0 18,250 O0 18,250 O0 18,250 DB 18,250 O0 18,250 BO 18,250 OB 18,250 O0 3 3 3 4 4 & 4 4 4 4 4 930. 965 999 034 77 070 08 lOS 69 141 62 177 85 ,214 41 ,251 29 ,326 01 PAL iNTEREST 69 14,319.31 08 14,284.92 78 ..... 14~ZSO.Z2 14,215.23 14,179.92 14 14 13 13 BALANCE 1,632,562 1,628,597 1,6Z4,597 1,620,562 1,616,492 ,144131 - 1,612,386 ,la8.38 1,6~8,245 ,072.15 1,604,067 ,035.59 1,599,852 ~998.71 1,595,601 ,961.51 1,591,313 ,9Z3.99 1,586,987 18 lO 33 ........ 55 4.8 '78 ....... 17 31 90 62 13 FISCAL YEAR TOTALS 13 1/ 1195 21 1/95 .5 31 1195 16 4/ 1195 17 5/ 1195 18 6/ 1195 19 71 1195 20 81 1195 21 91 1195 22 10/ 1/95 23 11/ 1/95 24 12/ 1/95 219,000.00 18,250.00 18,250.00 18,250.00 18,250.00 18,250.00 18,250.00 18,250.00 18,250.00 18,250.00 18,250.00 18,250.00 '-18,250.00 49,505. 4,363. 4,402 4,44B 4~479 4,518 4,558 4,638 4,678 4,719 4,761 75 86 05 56 4.2 61 15 27 85 79 75 13,571 13~530 13,488 13,&47 169,494.25 13,886.14 t3~847 95 13,809 44 13,770 58 13,731 39 '13,691 85 13,651 96 13,&11 73 15 21 91 25 1,582,623.26 1,578,221.21 1,573,780.65 1,569~301 1,56&,782 1,560,~24 1,555,626 1,550,988 1,546,309 1,541,589 1,536,828 1,532,025 23 61 4& 42 l& 30 -- 51 42 67' FISCAL YEAR TOTALS 25 1/ 1196 26 2/ 1196 27 3/ 1/96 28 4/ 1/96 29 5/ 1/96 30 61 1/96 31 7/ 1/96 32 8/ 1196 33 9/ 1196 219,00D 18,250 18,250 18,250 18,250 18,250 18,250 18,250 18,250 18~250 .00 .00 OB OO O0 O0 OB O0 BO O0 54,961.45 164,038.55 4,84& &,887 4,929 4,973 5,016 5,060 5,104 5,149 5,194. .78 13,&05 17 13,362 93 13,320 07 13,276 58 13,233 48 13,189 76 13,145 42 13,100 4-8 13,055 .22 1,527~180 83 1,522~293 07 1,517,363 93 1,512,390 4-2 1,507,374 52 - 1,5D£~313 24 1,497,208 58 1,492,059 52 1~4.86~865 72 79 73 14 67 91 49 O1 ..... LOAN AMORTIZATION SCHEDULE (CONTINUED) DATE $4 lO/ l/g& 35 11/ l/g& 121 119A PAGE ' PYMNT AMNT PRINCIPAL ' INTEREST '- BALANCE 18,250.00 5,239.93 13,010.07 1,481,A25.08 18,250.00 5,285.78 --' I2,9A4.22 l~&T&)339.30 18,250.00 5,332.03 12,917 97 1,&71,007.27 ,~ FISCAL YEAR TOTALS .... 219,000.00 ...... A1-;DIB'&B ...... 157,981'&0 .............................. 37 1/ 1/97 18,250 38 2/ 1197 18,250 39 3/ 1/97 18,250 40 4/ 1197 18,25B 41 5/ 1197 ........... 18,250 42 A~ 1/97 18,250 43 7/ 1/97 18,25B 44 8/ 1/97 18,250 A5 9/ 1/97 18,250 4A 10/ 1/97 18,250 &7 11/ 1/97 ........ 18,250 48 12/ 1/97 18,250 FISCAL YEAR TOTALS 219,000 .00 5,378.A9 12,871.31 1,4-AS,A28.58 .DO 5,&25 75 12,824.25 lf&&B,2B2 83 .00 5,&73.23 12,776.77 1,4-54,729.A1 00 5,521.12 12,728.88 1,A49,208.A9 OB ....... 5,SAg;A3 ..... 1Z~A80.57'-l,A4.3~A39;07 O0 5,618 O0 5,AA7 BO ...... 5,716 O0 5,7AA O0 5,817 O0 .... 5,868 .DB 5,919 lA 12 32 12 91 ...... 12 93 12 39 12 29 .... 12 A4 12 ,A31.84 1,&38,020.91 ,582.A8 1,&32,353.59 ,&83.07 1,4.20,869.76 ,&32.Al 1~&15~052.37 ,381.71''1,4-09,18~07 ............. .00 ..... A7,742.83 "-151,Z57~17 ...................... 49 1/ 50 2/ 51 31 53 51 5& A1 55 71 SA 8/ 57 9/ 58 10/ 5~ 11/ AO 1Z/ 1/98 18,250.00 1/98 ........... 18,Z50;OO 1/98 18,258.BB tt98 16,250 I/~8 18,250 1198 18,250 1198 18,250 1/98 ...... 18,250 1/~S 18~258 1/98 18,250 1/98 18,250 1/98 18,250 ~FISCAL YEAR TOTALS 5,971.&& 12,278.5A 1,397~Z93.00 -~-~'-A,OZ3.A9 ..... 1Z~ZZA-31 11391)Z6~.'31' 219,000. A,O7A.39 .00 6,129.56 .DB .... A~183.20 .OD 6,237.30 OB 6,291.87 O0 ..... 6,34A~93 OD 6,402.&A O0 ..... A,515.00 O0 6,572.00 12,173.61 1,385,192.92 '-12,BAA.BB 1,372,880.1A ...... 12,012.70 1~366,642.86 11,958.1~ 11~03:07-'-1~35~,004.:06 11,847.54 1,347,6B1.59 11,791.51 l~3&l,l&3.11 ....... 11,735.BO- '1~334,A28.11 ........... OB ..... 75,208'33 ...... l&3~791.A7 ............................... LOAN AMORTIZATION SCHEDULE PAGE -I :BTOR '. STPIJD LOAN AMOUNT s 152005&.11 OATE 1 1/ 1/99 2 21 1/99 3 3/ 1/99 4 41 1199 5 8/ 1/99 6 61 1199 7 7/ 1/99 8 8/ 1/99 9 91 1199 10 10/ 1/99 ll 11/ 1/99 12 12/ 1/99 FISCAL YEAR TOTALS 13 1/ 1/00 lA 21 1/00 15 3/ 1/00 16' 41 1100 17 51 1/00 18 6/ t/B0 19 7/ 1/00 20 81 1/00 21 ~/ 1100 22 10/ 1/00 23 11/ 1/00 24 12/ 1/00 FISCAL YEAR TOTALS 25 1/ 1101 26 21 liD1 27 31 1101 28 41 1101 29 5/ 1/01 30 6/ l/D1 31 7/ 1/01 32 8/ 1/01 33 9/ 1/01 CREDITOR:ANGORA ASSET:WATER SYSTEM MO.PYMNT INT RATE ~ PYMNTS FIRST PYMNT $ 188:33.33 .105 .................. 60 ..... ' 1 / 1' / 99 ....... PYMNT AMNT 18,833 33 18,833 33 18,833 33 18,633 33 18,833 35 18,833 33 PRINCIPAL 7,212.84 7,275 95 7,339 7,403 7,a68 7,533 7,599 7,666 7,733 7,801 7,869 7,938 11,557 62 .... 11,493 iNTEREST BALANCE 11,620 49 1,320,84-3 27 38 1,313,567 32 71 -1,306,227 70 84 11,429 49 1,298,823 87 62 11,364 71 1,291,355 24 97 '11,299 36 1,283,821 27 89 11,233 44 1,276,221.38 39 11,166.94 1,268,554.99 47 11,099.86 1,260,821.51 14 11,032.19 1,255,020.37 40 10,963.93 1,245,150.97 26 ' 10,895.07 1,237,212.71 18,833.33 18,833.33 18,833.33 18,833.33 18,833.33 18,833 33 18,833 33 18,833.33 18,833 33 18,833 33 18,833 33 18,833 33 90,843.40 8,00'7.72 8,077.79 8,148.47 8,219.77 8,291.69 8,364.24 8,437.43 8,511.2& -' 8,585.73 8,660.85 8,736.64 8,813.08 135,156.56 10,625.61 10,755 54 '- 10,684 86 10,613 56 10,541 64 10,469 09 10,395 90 10,322 07 -10,247 60 10,172 46 1D,096 69 10,020.25 1,229,204 99 1,221,127 20 1,212,978 1,204,758 97 1,196,467 28 1,188 103 OA 1,179 665 61 1,171 154. 1,162 568 63 1,153 907 77 1,lA5 171 1,136 358 05 225,999.96 18,833.33 18,833 33 18,83333 16,833 33 18,833 33 18,833 33 18,833 33 18,833 33 100,854.66 8,890.20 8,967 99 ~,O4& 46 9,125 61 9,205 46 9,286 01 9,367 26 9,531 91 125,145.30 9,943.13 9,865 34 9,786 87 9,707 72 9,627 87 9,547 32 9,4-66 07 9,384 10 9~301 42 1,127 467.86 1,118 499.87 1,109 453 41 1,100 327 80 1,091 122 34 1,081 8~6 33 1,072469 07 1,063 019 84 1,053 487 94 LOAN AMORTIZATION SEHEDLII_E (CONTINUED) DATE .......... PYMNT AMNT' PRINCIPAL .... iNTEREST ....... BALANCE 341 10/ 1/01 18,833. 35 11/ 1/01 ............... 18,833. 38 i2/ 'i/OI 18,833 33 ~,&15.31 ?,218.02 1>043,872.63 33 ....... 9,'&99"6~ ..... 9,133 89-1',034,173.18 .33 9,784.31 9,0~9.02 1,024,388.87 ~)F ISCAL YEAR TOTALS .......... 225>999: 37 1/ 1/02 18>833 38 2/ 1/02 .... 18,833 39 3/ 1/02 18,833 AO &/ 1/02 18,833 '&l 5/ 1/02 ............... 18,833 42 6/ 1/02 18,833 A3 ?/ 1/02 18,833 44 8/ l/D2 18,833 45 9/ 1102 18,833 46 lO/ 1/02 18,833 47 11/ 1/02 ........ 18>833 48 12/ 1/D2 18,833 9& ---111'~9&9.-19 ...... l16'-~O3D':77 ................. 33 33 33 33 33 33 33 33 33 33 33 ........ 10,768 33 10,862 10,063.~1 10,131.29 --- 10,21919~ 10,309 36 10,399 57 10,582 10>67~ 8,963.40 1,Ol&,518.g& ...... 8>877.D6 "1,004>562.65 ......... 8,789.~2 99&>519.24 8,702.0A 984,387 8-,&13139 .... 974,168 8,523.97 943,858 8,433.76 953,659 56 ...... 8,3AZ.77 .... 942>968 36 8,250.97 932~386 95 8~158.38 921~711 36 ....... 8,06&'.97- -~910~942 58 7>970.75 900,080 9& 02 53 ........... 18 23 87 .......... 29 ~)FISCAL YEAR TOTALS ' 225,999..96 49 1/ 1/03 18,833,33 50 2/ 1/03 ......... 18,833133 51 3/ 1/03 18>833.33 5Z &/ 1%03 33 S/ 1/D3 5& 61 1103 55 7/ 1/03 56 8/ 1/03 57 9/ 1/03 58 lO/ 1103 59 11/ 1/03 60 12/ 1103 ~/F!SCAL YEAR TOTALS 18,833.33 18,833.33 18,833.33 18,833 33 '18,833 33 18>833 33 18,833 33 .... 18~833 33 18,833 33 225>999.96 ..... 12&,308.58 .... 101-,691-38 ............ 10>957.&3 7>875.70 889 ..... 11',053.51 7~779.82 .... 878 11,150.22 7>683.11 866 11,~&7.7~ 7,SBS.5~ ' 11,36&~21 ..... 7,&87.12 '- 844 11~&&5.49 7,387.84 832 069.15 ............ 918.93 671.14 a79.~.5 11>545.63 7>287.70 ....... 11,666.66 ..........7~186.67 11,7A8.57 7,084.76 11,851.37 6,981.96 ' 11,955,07 ..... 6>878:26 12,059.67 6,773.66 821 333.81 -809,687.15 ......... 797>938.58 786,087.22 -774,132.'15 --138>007.81 87~992 15 ........................ ~_H~DU~-- LOAN AMORTIZATION c" '= ~ z -BTOR:STPUD -LOAN AMOUNT CREDITOR:ANGORA MO.PYMNT ...... iNT RATE PAGE ASSET:WATER SYSTEM ....... # PYMNTS 'FIRST-PYMNT ..... 762D72.AB. DATE $ 19511.67 PYMNT AMNT · lo5 48 PRINCIPAL INTEREST 1 / BALANCE 1 1/ 1/ A 2 21 1/ & 3/ 1/ ~ 5 5/ 1/ A 6 6/ 1/ A 7 71 1/ A B 8/ 1/ & 9 91 1/ A 10 10/ 1/ 4 11 11/ 11 ~ 12 17/ 1/ 4 19,511.&7 19,511 67 19,511 67 19,511 67 19,511 19,511 67 19,511 67 19,511 67 19~511 67 19,511 67 19,511 ~7 19,511 67 12,BA3.SA 12~955 92 13,069 13,183 13,298 13,&15 13,532 13,651 13,770 13,691 6,555.75 28 6,4~Z.39 &A ...... 6,3'28.03 99 6~212.&8 36 6,096.31 7& 5,978.93 16 5~860.51 60 5,7&1.07 10 5,62D.57 5~&99.O3 25 5,376.&2 7~9,228.9~ 723,203.75 -71D,$2D.11 696,721.12 683 305.75 "669 773.0i 656 121.S5 64.2 J51.2~ 62S A&O.15 6lA AA7.S1 6DD,312.26 FISCAL YEAR TOTALS 1~ 1/ 1/ 5 l& 21 1/ 5 \5 3/ 11 5 ~6 - &/ 1/ 5 17 51 1/ S 1~ 6/ 1/ 5 19 71 1/ 5 20 8/ 1/ 5 21 91 11 5 22 lS/ 1/ 5 23 11/ 1/ 5 2~ 12/ 1/ 5 234~140.04 19,511.67 19,511.67 19,511 67 19,511 67 19,511 67 19,511 67 19,511 67 19,511 67 19,511 67 19,511 67 19,511 67 19,511 &7 161,7&0.22 72,379.82 14,258.9& 14,383 70 14,509 56 14,636 52 14,764 14,893 15,024 15,155 15,268 15,&21 15,556 15,693.01 -'5,252.73 -586,053.32 5,127 97 5,002 11 '4,875 15 59 4,7&7 08 78 4,617 89 10 '-4,487 57 56 4,356 11 17 A,223 SO 94 ...... 4~089 73 ~9 ~,95& 78 3,818 571~669 557,160 527,758 95 512~665 17 &97,B&l S7 482,685 51 &&7,397 33 A51,975 436,418 50 420,725 50 FISCAL YEAR TOTALS 23A~14D.D4 179,58&.76 25 1/ 1/ 6 26 21 1/ 6 27 3/ 1/ 6 28 4/ 1/ 6 29 5/ 1/ 6 SD 6/ 1/ 6 31 7/ 1/ 6 32 8/ 1/ 6 33 9/ 1/ 6 19,511 67 19,5tl 67 67 67 67 67 67 67 15,830.32 15,968 64 16,108 56 16,249 51 16,391 70 16,535 16,679 81 16,825 76 16,972 98 -3i681.35 3,403 11 3,262 16 3,119 97 2,976 54 2,831 86 2,685 91 2,5~8 69 A04,895.17 588,926.34 372,817.77 340,176.56 323,&41.4A' 306,961163 290~135.67 ~73,162.~9 LOAN AMORTIZATION SCHEDULE (CONTINUED) PAGE 2 DATE 55 11/ 1/ 6 12/ !/ 6 FISCAL YEAR TOTAL~ 57 1/ 1/ 7 38 21 1/ ? 39 31 1/ T PYMNT AMNT PRINCIPAL iNTEREST BALANCE 19~511.67 17,121.49 2,390.18 19,511.67 17,271.31 2~2&O.36 19,511'-&7 .... 17~422~'43 ....... 2',OSg~2& ...... 221-i347~&6 199,377.84 3~762.2D 19,51~.6'? 17,574.88 1,936.79 203,772.78 19,511.67 17,728.66 ..... 19,511'.67 17,883 78 19,511.67 18~04g 27 1,&71.6D 15$~120.~7 &l 5/ 1/ 7 42 6/ 1/ 7 43 7/ 1/ 7 44 8/ 1/ 7 45 9/ 1/ 7 46 10/ 1/ 7 ~ 47 11/ 1/ 7 48 12/ 1/ 7 19,511.67 18,198 19,Dll 6V 18~17 19~511 67 1~,68D 19~511 67 ~ 18,843 FISCAL YEAR TOTALS -35 98 O1 19,511 67 19~008 34 503 33 19,511 67 19,174 67 337 O0 '19,511 67 .... 19~342 44 .... 169 23 12 1,313.55 131,921.95 993 69 95,046.&Z 831 66 76,366.61 .......... 668 21 -- 57,523.14 38~51A.8D 19,340.14 ...... 2.31- 234,140.04 221,3~.9.97 12,790.O7 EXHIBIT B Acct. Number 131 372 373 376 377 378 Description Material and Supplies Office Furniture and Equipment Transportation Equipment Communication Equipment Power Operated Equipment Tools, Shop and Garage Equipment Total 8,269 10,368 38,612 12,953 19,804 8,810 $98,816 EXHIBIT B SCHEDULE A COMPAILATIVE BALANCE SHEETS Assets and Other Debits PaEe Balance Balance ~cct. Title of Account .: bio. End-of-Year Beginning of Year lfio. No. (a) (b) (c). (d) I . I UTILITY PLANT 2 100 Utility plant 5 1.942.660 1,928,004 ! 3 107 Utility plant adjustments ' 4 Total utility plant 1,942,6'~'~) 1 t 928 r 004 5 250 Reserve for depreciation of utiHty plant 7 812,6 8 5 7 5 9 t 9 60, i 6 251 Reserve for amortization of limited term utility investments 7 I 8 252 'Reserve for amortization of utility plant acqui~sitlon adjustment 7 ! 9 Total utility plant reserves 812,685 7 59 i 960 10 Total utility plant I~s reserves 1,12 9,9 7 5 1 t 16 8 r 0 4 4 !-11 2 II INVESTMENT AND FUND ACCOUNTS .i 13 ! 10 Other physical property 6 3,566 ' 3,566 14 253 Reserve for depreciation and amortization of other property 7 15 Other physical property less reserve 3,566 3 r 566 i6 I11 Investments in as.soclated companies 9 17 i12 Other investments 9 , ;18 113 Sinking funds 9 " 19 114 Miscellaneous special funds 9 i20 Total investments and fund accounts 3 r 566 3 r 566 !22 III CURRENT AND ACCRUED ASSETS 123 120 Cash 108r 861 93,567 24 121 Special deposits 10 850 804 25 122 Working funds 124 Notes receivable 10 125 Accounts receivable 13,889 1,844 ----29-' 126' Receivables from associated companies 10 1 r 7 6 8 30 131 Materials and supplies 7. 556 * '8. 269 31 132 PrepaYments 10 3,201 3,634 32 133 Other current and accrued ~ssets 10 33 Total current and accrued assets ~ 36 · 12 5 10 8,118 '34 35 IV DEFEI~ED DEBITS 36 140 Unamortized debt discount and exper~e 11 37 141 Extraordinary property losses 12 38 142 Preliminary survey and investigation charges 39 143 Clearing accounts 40 145 Other work in progress 41 146 Other deferred debits 12 4 4 6 42 Total deferred debits 446 '43 Total assets and other debits ~., 269 ~ 666 1. 280. 174 .45 46 49 52 SCHEDULE A-la Account No. 100-1--Utility Plant in Service--Concluded Balance Plant t'%nt Beginning Additions Retirements Other Debits Bslance ~ccL Account of Year During Year During Year~ __ or [Creditsl End of Year I~ i%. (a) (b) (c) -(d) (e) (f) '~ VII. GENERAL PLANT ' 2 371 Structures and improvements 27,172 27,172 3 372 Office furniture and equipment 9,578 790 '10,368 4 373 Transportation equipment ~' 3 8,6 1 2 '3 8 t 6 1 2 ' 5 '374 Stores equipment 6 37,5 Laboratory equipment 7 376 Communication equipment 12 ~ 953 '12,9~3 ~ 8 377 Power operated equipment 19 · 804 '19,804 "9 378 Tools, shop and garage equipment 7 · 9 0 7 8 2 3 * 8 t 8 10 10 379 Other general plant 11 Total general plant ]. 16 · 10 6 1.613 117 · 719 12 VIH. UNDISTRIBUTED ITEMS '"13 390 Other tangible property 14 391 Utility plant purchased 15 392 Utility pl~nt sold 16 Total undistributed items 17 Total utility plant in service 1 907,415 35,245 --- 1,942,660 SCHEDULE Adb Account No. 302--Franchises and Consents ' Date of Acquisition ' Amount at Date of Term in by Which Carried ~ine Name of Orlgbasl Grantor Grant Years Utilit7 in Account: No. (.) (b) (C) (d) (e) · ,. 1." City of South Lake Tahoe 4/13/65 50 4/13/66 NONE · 21 Total [XX×XXXXX××~×XXXXX NONE t The total should Si'Fee with the balance at the end of the year In Account No. 30:1 In Schedule A-I2. SCHEDULE A-lc Account No. 100-1--Utility Plant Held for Future Use A~phroximate Date en Propert7 Date of Will Be Placed Balance LlneNo. NONE Description and Location(a) of Property Acquisition(b) in ServiCe(c) End (d)°f Yeas' F; Total XXXXXXXXXXXXXX 80IiED1H~ A.g A¢¢oun: No. IlO--Other Ph~tcal P~opert7 Book Value Line' l~tme iud D~scriptlon of Property End of Year. lq0, (a) .... . (b) ' 566] ~o Land a2 Total 3,, 566 JHHW:KIJ:jn 10/24/83 0801K :jla 11/03/83 RESOLUTION NO. 230'9 A RESOLUTION DETERMINING THAT THE PUBLIC INTEREST AND NECESSITY DEMAND THE ACQUISITION OF CERTAIN PUBLIC UTILITY WATER WORKS ANGORA WATER COMPANY RESOLVED, by the Board of Directors of the South Tahoe Public Utility District that this Board hereby determines that the public interest and necessity of the District require the acquisition of all of the stock and existing assets of the Angora Water Company, a privately owned public utility subject to the jurisdiction of the Public Utilities Commission of the State of California. BE IT FURTHER RESOLVED, that the President of the Board of Directors of the District is hereby authorized to execute a joint application of the Angora Water Company, the Owners thereof and the District to said Public Utilities Commission for an Order Authorizing Owners to Sell and Transfer all of the Corporation's Capital Stock to the District and Authorizing the District to dissolve Angora Water Company and to Distribute all of its Corporate Assets to the District, all substantially in form this day presented to this Board, and the Clerk and ex- officio Secretary of this Board is authorized to countersign said joint application on behalf of the District and affix the corporate seal of the District thereto. BE IT FURTHER RESOLVED, that the President, Clerk, General Manager, and their respective assistants and other proper officers and employees of the District, together with general counsel and special counsel of the District, are hereby authorized and directed to execute and deliver any and all papers and instruments and to do and cause to be done any and all acts and things necessary or proper for carrying out the transaction contemplated by this Resolution. PASSED AND ADOPTED at a duly held meeting of the Board of Directors of the South Tahoe Public Utility District on NOV..~ ,.1983, by the following vote: AYES: DirectorS Jones, Olson, Madden and ?~;nn NOES: None ABSENT: Director Lowe dl'erk o~KS~outh Tahoe' Public Utility DistriCt and Ex-Officio Secretary of the Board of Directors thereof l~dent of the Boar/~/of Directors ~'u.th Tahoe Publ i c ~'ci 1 i ty Di stri ct I hereby certify that the foregoing is a full, true and correct copy of Resolut±on No. 2309 duly and regularly adopted by the Board of Directors of the South Tahoe Public Utility District, E1 Dorado County, California. 'Cl~r~ a~'~-Ufficio Secffetary of the Board o~ Directors of the South Tahoe Public Utility District 2 AFFIDAVIT OF POSTING ORDINANCE NO. 358 STATE OF CALIFORNIA EL DORADO COUNTY ) )ss ) I, BOB EPPLER ,being first duly sworn, deposes and says: That for and on behalf of the Clerk and ex-Officio Secretary of the SOUTH TAHOE PUBLIC UTILITY DISTRICT affiant posted copies of ORDINANCE N0.358 , in form attached hereto and by reference made a part hereof, in three public places in the District, as follows: 1. City of South Lake Tahoe Administration Building South Lake Tahoe, Ca. 2. Bijou Post Office Station South Lake Tahoe, Ca. 3. Tahoe Valley Post Office Station South Lake Tahoe, Ca. That said posting was completed on the 7~// day of BO~B~ E. EPPLER~ Subscribed and sworn to before me this .~/~j day of~?. , N6%%'ry/~UbIic in and for %he' Count~of E1 Dorado, State of California. My co~ission expires ///~.~//~ . / / ~RY DRINA AMBROSE ~ N~TARY PUBLIC-CALiFOrNiA ~ Pr~l~al Office In EL DORADO Coun~ ~