EXHIBIT 4.21
REA Project Designation:
SOUTH DAKOTA 515-E XXXXX
AMENDMENT
Dated as of August 20, 1964
to
TELEPHONE LOAN CONTRACT
Dated as of September 5, 1952, as amended,
between
DAKOTA COOPERATIVE TELEPHONE COMPANY, INC.
and
UNITED STATES OF AMERICA
Identified as form of document presented to
and approved by the board of directors
trustees of the above named corporation at a
meeting held September 28, 1964.
/s/ X. X. Xxxxxxxxxx
Secretary of Meeting
UNITED STATES DEPARTMENT OF AGRICULTURE
RURAL ELECTRIFICATION ADMINISTRATION
No. A
AGREEMENT, made as of August 20, 1964, pursuant to the
Rural Electrification Act of 1936, as amended (7 U.S.C. 901
ET SEQ.) between DAKOTA COOPERATIVE TELEPHONE COMPANY, INC.
(hereinafter called the "Borrower"), a corporation existing
under the laws of the State of South Dakota, and UNITED
STATES OF AMERICA (hereinafter called the "Government"),
acting through the Administrator of the Rural
Electrification Administration.
WHEREAS, the Government and the Borrower have heretofore entered
into a certain telephone loan contract, dated as of September 5, 1952, and
three certain agreements, dated, respectively, as of August 11, 1955, as of
October 9, 1958, and as of March 8, 1961, amending said telephone loan
contract (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 $499,000, 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 $2,639,000,
which, together with the sum of $80,465 (hereinafter called the
"equity funds"), to be deposited by the Borrower in the "Special
Construction Account" hereinafter defined and provided for in
section 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 a
total of approximately 4,270 subscribers, and to be located in the
Counties of Clay, Hutchinson, Lincoln, Minnehaha, McCook, Turner,
Union and Yankton, and in counties contiguous thereto, all in the
State of South Dakota.
SEC. 2. Article II of the Loan Contract is amended by adding
thereto a new section numbered and reading as follows:
SEC. 2.11. ADDITIONAL PREREQUISITES TO CERTAIN ADVANCES.
The Government shall be under no obligation to advance any of the
$499,000 (hereinafter called the "E loan"), included in the Loan by an
agreement made by and between the Borrower and the Government, dated
as of August 20, 1964, until the Borrower in addition to complying
with all other prerequisites of this agreement to the advance of loan
funds, shall have submitted evidence, satisfactory to the
Administrator, in respect of the E loan, showing that it has:
(1) obtained all authorizations, certificates, permits and
approvals from regulatory bodies, as may be required by law;
(2) duly executed, recorded, filed and indexed a supplemental
mortgage, in form and substance satisfactory to the
Administrator, providing for revised financial controls;
(3) obtained a commitment covering all switching service to be
provided by other companies, as may be necessary for the
proper operation of the Project; and
(4) through the use of $20,000 of general funds, obtained good
and sufficient title, under terms and conditions
satisfactory to the Administrator, and in compliance with
all applicable laws and regulations, to the Beresford rural
telephone properties, excluding real estate, all located
around the City of Beresford, South Dakota.
Upon compliance by the Borrower with all of the
conditions of this agreement precedent to the advance of E loan
funds, the Government shall make an advance of such funds, (1) in
the amount of $37,723, which shall be used by the Borrower to
reimburse its general funds expended for the acquisition of the
telephone facilities of Norway-Pleasant Telephone Company, North
Star Telephone Company, Brookland-Beresford Telephone Company,
Pleasant Telephone Company, and the Beresford rural properties,
(2) in the amount of $24,000, which shall be used by the Borrower
to reimburse its general funds in that amount used for interim
construction previously approved by the Administrator, (3) an
amount not to exceed $250,000, which shall be used by the
Borrower to discharge existing indebtedness incurred in
connection with interim construction approved by the
Administrator for short term financing and (4) an amount to be
approved by the Administrator for the cost of preloan engineering
Services. The Government shall be under no obligation to make
any further advances of E loan funds until the Borrower has
submitted evidence, in form and substance satisfactory to the
Administrator, that all such indebtedness incurred in connection
with such interim construction has been paid in full and that the
Mortgage, as amended and supplemented, is the first and only lien
against the Borrower's property.
SEC. 3. Section 4.13 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 construction work, or modification thereof, as defined in
the rules and regulations of the President's Committee on Equal
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Employment Opportunity, 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, creed, color or national
origin. The contractor will take affirmative action to ensure that
applicants are employed, and that employees are treated during
employment without regard to their race, creed, color 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 contractor 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, creed, color 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.
(4) The contractor will comply with all provisions of Executive
Order No. 10925 of March 6, 1961, as amended by Executive Order 11114
of June 22, 1963, and of the rules, regulations and relevant orders of
the President's Committee on Equal Employment Opportunity created
thereby.
(5) The contractor will furnish all information and reports
required by Executive Order 10925 of March 6, 1961, as amended by
Executive Order 11114 of June 22, 1963, and by the rules, regulations
and orders of the said Committee, or pursuant thereto, and will permit
access to his books, records and accounts by the administering agency
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and the Committee for purposes of investigation to ascertain
compliance with such rules, regulations and orders.
(6) In the event of the contractor's noncompliance with the
nondiscrimination 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 contracts or federally
assisted construction contracts in accordance with procedures
authorized in Executive Order No. 10925 of March 6, 1961, as amended
by Executive Order 11114 of June 22, 1963, 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 President's Committee on
Equal Employment Opportunity, 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 President's Committee on Equal
Employment Opportunity issued pursuant to section 303 of Executive
Order 10925 of March 6, 1961, as amended by Executive Order 11114 of
June 22, 1963, 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 President's Committee on Equal Employment
Opportunity in obtaining the compliance of contractors and
subcontractors with the equal opportunity clause and the rules,
regulations and relevant orders of the Committee, that it will furnish
the administering agency and the Committee 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 11114 with a
contractor debarred from, or who has not demonstrated eligibility for,
Government contracts and federally assisted construction contracts
pursuant to Part III, Subpart D of Executive Order 10925 and will
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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 Committee pursuant
to Part III, Subpart D of Executive Order 10925. 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 11114 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.
SEC. 4. 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.
DAKOTA COOPERATIVE TELEPHONE
COMPANY, INC.
by /s/ B. Xxxxxxx Xxxxxxxxxxx
President
(Seal)
Attest: /s/ X.X. Xxxxxxxxxx
Secretary
UNITED STATES OF AMERICA
by /s/ Xxxxxxx X. Dell
Administrator
of
Rural Electrification Administration
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