REA Project Designation:
TENNESSEE 521-N1 DEKALB
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AMENDMENT
Dated as of December 15, 1971
to
TELEPHONE
LOAN CONTRACT
Dated as of October 15, 1951, as amended,
between
DEKALB TELEPHONE COOPERATIVE
and
UNITED STATES OF AMERICA
UNITED STATES DEPARTMENT OF AGRICULTURE
RURAL ELECTRIFICATION ADMINISTRATION
No. 2
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AGREEMENT, made as of December 15, 1971, pursuant to
the Rural Electrification Act of 1936, as amended (7 U.S.C.
901 et seq.) between DEKALB TELEPHONE COOPERATIVE (herein-
after called the "Borrower"), a corporation existing under
the laws of the State of Tennessee, and UNITED STATES OF
AMERICA (hereinafter called the "Government"), acting
through the Administrator of the Rural Electrification
Admini-stration.
WHEREAS, the Government and the Borrower have heretofore entered into
a certain telephone loan contract, dated as of October 15, 1951, and ten
certain amendments thereto, dated, respectively, as of March 9, 1953, as of
February 15, 1954, as of November 15, 1954, as of November 15, 1957, as of
November 9, 1959, as of June 20, 1961, as of June 8, 1964, as of March 23,
1966, as of July 1, 1968, and as of February 13, 1970 (said telephone loan
contract, as so amended, being hereinafter called the "Loan Contract"), and
intend by this agreement to amend the Loan Contract by increasing the
aggregate amount of the loans therein provided for by an amount not in excess
of $1,250,000, and in certain other respects.
NOW, THEREFORE, for and in consideration of the mutual agreements
herein contained, the Government and the Borrower agree as follows:
SECTION 1. Section 1.1 of article I of the Loan Contract is amended
to read as follows:
SECTION 1.1. Amount and Purpose. For the purpose of
furnishing telephone service in rural areas, the Government shall
lend and the Borrower shall borrow an amount not in excess of
$7,821,000 which, together with the sum of $57,983 of equity funds
to be deposited by the Borrower in the "Special Construction Account"
hereinafter defined and provided for in sec-tion 2.4, shall be used
to finance, pursuant to the provisions of the Act, the acquisition,
construction and operation of telephone lines and facilities
(hereinafter called the "Project") to serve approximately 7,286
subscribers and to be located in the Counties of Xxxxxx, DeKalb,
Xxxxxxxxxx, Xxxxx and Xxxxxx, and in counties contiguous thereto, all
in the State of Tennessee.
SEC. 2. Article II of the Loan Contract is amended by adding thereto
a new section numbered and reading as follows:
SEC. 2.13. Prerequisites to Advances on Account of
Additional Loan of $1,250,000. Notwithstanding anything in this
agreement contained, the Government shall be under no obligation to
advance any portion of the increase of not to exceed $1,250,000 in
the amount of the Loan (herein-after called the "N1 Loan"), provided
for in that certain agreement, dated as of December 15, 1971, made
by and between the Borrower and the Government, unless and until the
Borrower, in addition to complying with all other con-ditions of this
agreement precedent to the advance of Loan funds, shall have
delivered to the Administrator, in form and substance satisfactory
to him, evidence that the Board of Directors has adopted revised
tariffs or rate schedules for its entire system (including the
Woodbury exchange which is being upgraded under the N1 Loan) which
provide for 2-party rural rates without a mileage charge and zone
rates for l-party service outside the base rate area, and which rates
shall be satisfactory to the Administrator.
SEC. 3. Section 4.l3 of article IV of the Loan Contract is deleted
and in lieu thereof there is inserted the following:
SEC. 4.13. Equal Opportunity Clause. The Borrower hereby
agrees that it will incorporate or cause to be incorporated into any
contract for construc-tion work, or modification thereof, as defined
in Executive Order 11246 or in the rules and regulations of the
Secretary of Labor, which is paid for in whole or in part with funds
obtained from the Federal Government or borrowed on the credit of the
Federal Government pursuant to a grant, contract, loan, insurance or
guarantee, or undertaken pursuant to any Federal program involving
such grant, contract, loan, insurance or guarantee, the following
equal opportunity clause:
During the performance of this contract, the contractor agrees as
follows:
(1) The contractor will not discriminate against any
employee or applicant for employment because of race, color,
religion, sex or national origin. The con-tractor will take
affirmative action to ensure that applicants are employed, and that
employees are treated during employment without regard to their race,
color, religion, sex or national origin. Such action shall include,
but not be limited to the following: employment, upgrading, demotion
or transfer; recruitment or recruitment advertising; layoff or
termination; rates of pay or other forms of compensation; and
selection for training, including apprenticeship. The con-tractor
agrees to post in conspicuous places, available to employees and
applicants for employment, notices to be provided setting forth the
provisions of this nondiscrimination clause.
(2) The contractor will, in all solicitations or
advertisements for employees placed by or on behalf of the
contractor, state that all qualified applicants will receive
consideration for employment without regard to race, color, religion,
sex or national origin.
(3) The contractor will send to each labor union or
representative of workers with which he has a collective bargaining
agreement or other contract or understanding, a notice to be provided
advising the said labor union or workers' representative of the
contractor's commitments under this section, and shall post copies
of the notice in conspicuous places available to employees and
applicants for employment.
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(4) The contractor will comply with all provisions of
Executive Order 11246 of September 24, 1965, and of the rules,
regulations and relevant orders of the Secretary of Labor.
(5) The contractor will furnish all information and
reports required by Executive Order 11246 of September 24, 1965, and
by the rules, regulations and orders of the Secretary of Labor, or
pursuant thereto, and will permit access to his books, records and
accounts by the administering agency and the Secretary of Labor for
purposes of investigation to ascertain compliance with such rules,
regulations and orders.
(6) In the event of the contractor's noncompliance with
the nondiscrimi-nation clauses of this contract or with any of the
said rules, regulations or orders, this contract may be cancelled,
terminated or suspended in whole or in part and the contractor may
be declared ineligible for further Government con-tracts or federally
assisted construction contracts in accordance with procedures
authorized in Executive Order 11246 of September 24, 1965, and such
other sanctions may be imposed and remedies invoked as provided in
the said Executive Order or by rule, regulation or order of the
Secretary of Labor, or as otherwise provided by law.
(7) The contractor will include the provisions of
paragraphs (1) through (7) in every subcontract or purchase order
unless exempted by rules, regulations or orders of the Secretary of
Labor issued pursuant to section 204 of Executive Order 11246 of
September 24, 1965, so that such provisions will be binding upon each
subcontractor or vendor. The contractor will take such action with
respect to any subcontract or purchase order as the administering
agency may direct as a means of enforcing such provisions, including
sanctions for noncompliance: Provided, however, That in the event
a contractor becomes involved in, or is threatened with, litigation
with a subcontractor or vendor as a result of such direction by the
agency, the contractor may request the United States to enter into
such litigation to protect the interests of the United States.
The Borrower further agrees that it will be bound by the above equal
opportunity clause in any federally assisted construction work which it
performs itself other than through the permanent work force directly employed
by an agency of government.
The Borrower agrees that it will cooperate actively with the
administering agency and the Secretary of Labor in obtaining the compliance
of contractors and subcontractors with the equal opportunity clause and the
rules, regulations and relevant orders of the Secretary of Labor, that it
will furnish the administering agency and the Secretary of Labor such
information as they may require for the supervision of such compliance, and
that it will otherwise assist the administering agency in the discharge of
the agency's primary responsibility for securing compliance. The Borrower
further agrees that it will refrain from entering into any contract or
contract modification subject to Executive Order 11246 with a contractor
debarred from, or who has not demonstrated eligibility for, Government
contracts and federally assisted construction contracts pursuant to Part II,
Subpart D of Executive Order 11246 and will carry out such sanctions and
penalties for violation of the equal opportunity clause as may be imposed
upon contractors and subcontractors by the administering agency or the
Secretary of Labor pursuant to Part II, Subpart D of Executive Order 11246.
In addition, the Borrower agrees that if it fails or refuses to comply with
these undertakings the administering agency may cancel, terminate or suspend
in whole or in part this contract, may refrain from extending any further
assistance under any of its programs subject to Executive Order 11246 until
satisfactory assurance of future compliance has been received from such
Borrower, or may refer the case to the Department of Justice for appropriate
legal proceedings.
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SEC. 4. Article IV of the Loan Contract is further amended by adding
at the end thereof the following two new sections numbered and reading as
follows:
SEC. 4.22. General Funds to be Deposited in Special
Construction Account for Construction Purposes. The Borrower
covenants and agrees that it will make deposits from its
general funds into the Special Construction Account,
provided for in section 2.4 hereof, at the times and in the
amounts hereinafter specified, and that it will submit
evidence to the Administrator, at such times as he shall
request and in form and substance satisfactory to him, that
such deposits have been made:
(a) a minimum of $90,000 by December
31, 1972;
(b) a minimum additional amount of
$90,000 by December 31, 1973; and
(c) a minimum additional amount of
$85,000 by December 31, 1974;
until the Borrower has so deposited at least $265,000 of its general funds in
said Special Construction Account.
None of the funds mentioned in (a), (b), or (c) above shall be withdrawn from
said Account without prior approval of the Administrator and all such funds
so deposited shall be subject to the same controls as Loan funds deposited in
said Account. The Administrator may, in his discretion, allow credits against
amounts to be so deposited, based upon amounts which have been or may be
expended by the Borrower from its general funds after December 31, 1970 for
REA-approved construction of the Project, exclusive of overhead, office,
vehicle and work equipment, legal and similar miscellaneous costs. No such
credits will be allowed, however, for any such construction which does not
meet construction requirements acceptable to the Administrator.
SEC. 4.23. Compliance with Environmental Requirements. The
Borrower shall, with respect to all facilities which may be part of
the Project, comply with applicable water and air pollution control
standards and other environmental requirements imposed by federal or
state statutes or regulations.
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SEC. 5. This agreement may be simultaneously executed and delivered
in two or more counterparts, each of which so executed and delivered shall be
deemed to be an original, and all shall constitute but one and the same
instrument.
IN WITNESS WHEREOF the Borrower has caused this agreement to be
signed in its corporate name and its corporate seal to be hereunto affixed
and attested by its officers thereunto duly authorized, and the Government
has caused this agreement to be duly executed, all as of the day and year
first above written.
DEKALB TELEPHONE COOPERATIVE
by /s/ Xxx Xxxxxxx
President
(Seal)
Attest: /s/ Xxxxxxx Xxxx
Secretary
UNITED STATES OF AMERICA
by /s/
Administrator
of
Rural Electrification Administration
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