HomeMy WebLinkAboutRESO 9399Resolution No. 9399
Resolution of the Council of the City of Palo Alto Approving
Amendment No. 1 to the 2009 California Oregon Transmission
Project Long-Term Layoff Agreement with Certain Other Members of
the Transmission Agency of Northern California to Allow the City of
Roseville's Withdrawal and Provide the City of Palo Alto With Voting
Rights on Project Improvements and Financing
RECITALS
A. The City of Palo Alto ("City"), a municipal utility and a chartered city, became a
founding member of the Transmission Agency of Northern California ("TANC") in 1984, to
facilitate construction and joint ownership of transmission projects.
B. The City of Palo Alto, the California cities of Alameda, Biggs, Gridley, Healdsburg,
Lodi, Lompoc, Redding, Roseville, Santa Clara, and Ukiah; the Modesto Irrigation District
rMID"); the Turlock Irrigation District ("TID"); and the Sacramento Municipal Utility District
("SMUD") are also members of TAN C.
C. TANC currently owns approximately 87 percent ofthe California-Oregon
Transmission Project ("COTP"), a 500-kV transmission line that interconnects with the
Bonneville Power Administration at the Captain Jack Substation in Southern Oregon and with
Pacific Gas & Electric Company in California at the Tesla Substation.
D. The City became a participant in the COTP in 1990, by executing Project
Agreement No.3 (PA3) and has a 3.6815%, or approximately 50 MW, share ofTANC's current
entitlement to transfer capability on the COTP.
E. Due to changes in the value of the COTP to the City's electric portfolio in 2009
the City, along with the City of Roseville, executed the Long-Term Lay-off Agreement ("2009
LTLA") to transfer each party's full COTP entitlement and obligations to MID, TID and SMUD for
fifteen years (Resolution No. 8900).
F. The City of Roseville wishes to reclaim its share of COTP and as such has
requested Amendment No.1 to 2009 LTLA (Attachment B), requiring approval from all
signatories of the 2009 LTLA, including the City.
G. Additionally, the City has requested certain amendments to the 2009 LTLA,
included within Amendment No. 1, to retain rights to vote on matters related to COTP
improvements and debt refinancing.
H. Lastly, to ensure efficient management ofthe 2009 LTLA through the remaining
term of this 2014 amendment, the City Manager is seeking authority to make further
amendments to the 2009 Long Term Layoff Agreement under certain conditions.
120319 dm 6053004 Final 1
The Council of the City of Palo Alto RESOLVES as follows:
SECTION 1. The Council approves Amendment No.1 to the 2009 Long Term Layoff
Agreement by and Among the Transmission Agency of Northern California, and Certain of its
Members.
SECTION 2. As permitted by Section 2.30.290 of the City's Municipal Code, the Council
delegates authority to the City Manager, or his designee, to execute further amendments to the
2009 Long Term Layoff Agreement as needed to maintain the value of the City's laid-off COTP
share through the remaining term of the Long Term Layoff Agreement. Any further
amendments shall be in writing, accomplished in accordance with the terms of Amendment No.
1 and shall not cause the amendment as modified to exceed the limits of the authority granted
by the Council. Further amendments shall also require approval by the City Attorney's Office,
TANC and the other 2009 Long Term Layoff Agreement participants.
SECTION 3. The Council finds that the adoption of this resolution does not constitute
a project under Section 21065 of the California Environmental Quality Act (CEQA) and the CEQA
Guidelines, and therefore, no environmental assessment is required.
INTRODUCED AND PASSED: April 7, 2014
AYES: BERMAN, HOLMAN, KLEIN, KNISS, PRICE, SCHARFF, SCHMID, SHEPHERD
NOES:
ABSENT: BURT
ABSTENTIONS:
-Jl~~-
Mayor
APPROVED AS TO FORM: APPROVED:
120319 dm 6053004 Final 2
MEMORANDUM
DATE: May 27,2014
FROM:
Tabatha Boatwright
Melody Ve&ties, Resource Mgmt (x2689)
TO:
SUBJECT: Requesting Clerk's #For Contract
Enclosed please find an original contract for your files. The information for your
spreadsheet is as follows:
Type: Contract
Title: Transmission Agency of Northern California
Legis Action Date (Date of Contract): January 26, 2009
Dept.: Utilities
Term: Jan 28, 2009-Jan 28, 2024
Reference (Contract or Reso #): 8900
Description: Long-Term COTP Layoff Agreement-Amendment No. 1
Pleasl"'e 1\now oftlie Cl~r~lrrg7h:tssi§ne~t&this-co-ntract: Thank you.
{i(.e W( ('C>C(-F3CJ ..
~afAks (
Amendment No. 1
Long-Term Layoff Agreement
By and Among
The Transmission Agency of Northern California
And certain of its Members
Namely
The City of Palo Alto
The City of Roseville
The Modesto Irrigation District
The Turlock Irrigation District
and
The Sacramento Municipal Utility District
EXECUTION ORIGINAL
TABLE OF CONTENTS
RECITALS ........................... : ................................................................................................................. 1
AGREEMENT ...................................................................................................................................... 1
Section 1. Effective Date .............................................................................................................. 1
Section 2. Return of ROSEVILLE's COTP Interests, Rights and Obligations ..................... 1
Section 3. Modification of LTLA Provisions Made Unnecessary by this
Amendment No. 1 ..................................................................................................... 2
Section 4. Integration ................................................................................................................... 3
SIGNATURES ...................................................................................................................................... 4
i EXECUTION ORIGINAL
This Amendment No.1 of the January 28,2009 Long Term Layoff Agreement
("LTLA"), entered into by and among the Transmission Agency of Northern California
("TANC") and certain of its members, namely the City of Palo Alto ("PALO ALTO"), the
City of Roseville ("ROSEVILLE"), the Modesto Irrigation District ("MODESTO"), the
Turlock Irrigation District ("TURLOCK"), and the Sacramento Municipal Utility District
("SMUD"), referred to as "Party" or "Parties/' as of the Effective Date defined in Section 1
of this Amendment No. 1, with regard to the following:
RECITALS:
A. In section 3.a. of the LTLA ROSEVILLE laid off all of ROSEVILLE's use of its
interests, rights, and obligations under TANC Project Agreement No.3 associated
with ROSEVILLE's 2.1119 Participation Percentage in TANC's entitlement to
Transfer Capability on the California-Oregon Transmission Project ("COTP") for the
fifteen (15) year term of the L TLA.
B. MODESTO, TURLOCK, and SMUD accepted and assumed all of the use of
ROSEVILLE's interests, rights, and obligations transferred to TANC and by TANC
to MODESTO, TURLOCK, and SMUD for the term of the LTLA.
C. ROSEVILLE has asked to reverse the layoff effected in the L TLA on the Effective
Date of this Amendment No. 1 and MODESTO, TURLOCK, and SMUD are willing
to transfer the interests, rights, and obligations back to ROSEVILLE on such date.
NOW THEREFORE, in consideration of the premises described in the recitals, and in
consideration of the terms, covenants, and conditions that are set out below, the Parties
have entered into this
AGREEMENT:
Section 1. Effective Date.
This Amendment No. 1 shall become effective and enforceable on July l2014 at
0001 hours Pacific Prevailing Time following the due execution and delivery of this
Amendment No.1 to TANC or the date on which this Amendment No.1 is duly executed
and delivered to TANC if July 1, 2014 passes without such execution and delivery
(hereinafter "Effective Date").
Section 2. Return of ROSEVILLE's COTP Interests, Rights and Obligations.
Except as otherwise set forth in this Amendment No. 1, on the Effective Date:
i) MODESTO transfers the 0.2373 Participation Percentage in TANC's entitlement to
Transfer Capability on the COTP, accepted and assumed in the LTLA, to TANC;
1 EXECUTION ORIGINAL
ii) TURLOCK transfers the 0.9373 Participation Percentage in TANC's entitlement to
Transfer Capability on the COTP, accepted and assumed in the LTLA, to TANC; and
iii) SMUD transfers the 0.9373 Participation Percentage in TANC's entitlement to Transfer
Capability on the COTP, accepted and assumed in the LTLA, to TANC. Such transfers
include all of the interests, rights, and obligations associated with ROSEVILLE's
Participation Percentage laid off in Section 3 of the LILA.
TANC hereby transfers at that instant the sum of the returned Participation
Percentages from MODESTO, TURLOCK, and SMUD, being 2.1119, to ROSEVILLE.
ROSEVILLE hereby accepts and assumes at that instant all of the interests, rights, and
obligations associated with its 2.1119 Participation Percentage under the provisions of
TANC Project Agreement No.3.
Section 3.
a.
b.
c.
d.
Modification of L TLA Provisions Made Unnecessary by this Amendment
No.1.
Section 3.a. of the L TLA, entitled "Layoff of ROSEVILLE's COTP Interests,
Rights, and Obligations," and Section 3.b. of the LTLA, entitled "Return of
ROSEVILLE's Interests, Rights, and Obligations, are hereby deleted from the
LTLA.
Section 3.e. of the LTLA, entitled "Project Agreement No.3 Appendix C," is
hereby modified to state that a revised APPENDIX C showing the effect of
the return of ROSEVILLE's 2.1119 Participation Percentage has been
approved by the TANC Commission and attached to and incorporated into
this Amendment No.1 as ATTACHMENT A.
Section 3.f. of the L TLA, entitled "Billings and Payments," is hereby
modified to state that ROSEVILLE shall resume the performance of its
obligations under TANC Project Agreement No. 3 on the Effective Date of
this Amendment No 1.
Section 3.g. of the LTLA, entitled "Additions, Betterments, and
Replacements," is hereby modified to: i) state that, between the effective date
of the LTLA and this Amendment No.1, TANC has not approved any
Additions, Betterments, or Replacements, as defined in TANC Project
Agreement No.3; ii) delete ROSEVILLE from (iv) and (v) of section 3.g.;
iii) delete ROSEVILLE from section 3.h., entitled "Default"; and iv) delete
ROSEVILLE and any associated conjunction or preposition from Section 5
entitled "No Assignment Without Consent," and from Section 6 entitled
"Long-Term Layoff to Third Parties Not an Assignment."
2 EXECUTION ORIGINAL
e.
Section 4.
Section 3.i.(i), of the LTLA is hereby deleted and replaced with the following:
In the absence of a default under this Agreement, Palo Alto shall not have
any rights to vote on any matter related to TANC Project Agreement No.3;
provided, however, that Palo Alto shall retain voting rights related to
Additions and Betterments to be considered for approval under TANC
Project Agreement No. 3, but their percentage of such vote will be zero (0)
percent in order to fulfill the meaning of Opposing Member. Absent any
vote to contrary, the vote of Palo Alto shall be deemed to be a "no" vote. If
TANC were to consider extending the term of the outstanding Indebtedness
for the COTP beyond the current maturity in 2024, then PALO ALTO shall
be entitled to vote the 3.6815 Participation Percentage it held before the
layoff on the question of the extension of the term of the Indebtedness, and
the Participation Percentages of the DISTRICTS shall be reduced on such
question by subtracting the Participation Percentages they had accepted
from PALO ALTO.
Integration.
Except as amended and modified by this Amendment No.1, the LTLA remains in
full force and effect, without change to any of its provisions other than the text expressly
altered by this Amendment No. 1. On the Effective Date this Amendment No. 1 and the
L TLA shall be one, integrated agreement.
3 EXECUTION ORIGINAL
The Parties have duly executed and delivered this Amendment of their authorized
representatives set forth below.
TRANSMISSION AGENCY OF
NORTHERN CALIFORNIA
Its:
Dated: __________ _
CITY OF PALO ALTO
TURLOCK IRRIGATIONDISTRICT
Its:
Dated: ________ .,.---__
SACRAMENTO MUNICIPAL
UTLITY DISTRICT
Its: Its:
Dated: Dated: __________ _
CITY OF ROSEVILLE MODESTO IRRIGATION DISTRICT
Its: Its:
Dated: Dated: -------------
4 EXECUTION ORIGINAL
The Parties have duly executed and delivered this Amendment of their authorized
representatives set forth below.
TRANSMISSION AGENCY OF
By:,_---#-~~----~,&-....::._:==-=....L:..._.:.__
Its:
Dated: __ _,__,.,,__-=::..__-'""-""'-~---1---
CITY OF PALO ALTO
TURLOCK IRRIGATION DISTRICT
Its:
Dated: __________ _
SACRAMENTO MUNICIPAL
UTLITY DISTRICT
Its: Its:
Dated: Dated:, __________ _
CITY OF ROSEVILLE MODESTO IRRIGATION DISTRICT
Its: Its:
Dated: Dated: ~------------
4 EXECUTION ORIGINAL
The Parties have duly executed and delivered this Amendment of their authorized
representatives set forth below.
TRANSMISSION AGENCY OF
NORTHERN CALIFORNIA
By: __________ _
Its:
Dated: __________ _
CITY OF PALO ALTO
TURLOCK IRRIGATION DISTRICT
By:. __________ _
Its:
Dated: __________ _
SACRAMENTO MUNICIPAL
UTLITY DISTRICT
By: ___________ _
Its:
Dated: __________ _
CITY OF ROSEVILLE MODESTO IRRIGATION DISTRICT
Its: Its:
Dated: Dated: __________ _
4 EXECUTION ORIGINAL
The Parties have duly executed and delivered this Amendment of their authorized
representatives set forth below.
TRANSMISSION AGENCY OF
NORTHERN CALIFORNIA
By: __________ _
Its:
Dated: __________ _
CITY OF PALO ALTO
TURLOCK IRRIGATION DISTRICT
Its:
Dated: __________ _
SACRAMENTO MUNICIPAL
UTLITY DISTRICT
By: By: ___________ _
fu: ~
Dated: Dated: __________ _
CITY OF ROSEVILLE MODESTO IRRIGATION DISTRICT
4 EXECUTION ORIGINAL
The Parties have duly executed and delivered this Amendment of their authorized
representatives set forth below.
TRANSMISSION AGENCY OF
NORTHERN CALIFORNIA
Its:
CITY OF PALO ALTO
Its:
CITY OF ROSEVILLE
Its:
Dated: -----------------------
4
OCK IRRIGATION DISTRICT
y: James M. Farrar
Its: Director of Energy Markets
Dated: May 1, 2014
SACRAMENTO MUNICIPAL
UTLITY DISTRICT
Its:
Dated:
MODESTO IRRIGATION DISTRICT
Its:
EXECUTION ORIGINAL
The Parties have duly executed and delivered this Amendment of their authorized
representatives set forth below.
TRANSMISSION AGENCY OF
NORTHERN CALIFORNIA
By: ___________ _
Its:
Dated: __________ _
CITY OF PALO ALTO
By: ___________ _
Its:
Dated: __________ _
TURLOCK IRRIGATION DISTRICT
By: ___________ _
Its:
Dated:, __________ _
CITY OF ROSEVILLE MODESTO IRRIGATION DISTRICT
By: By: __________ _
Its: Its:
Dated: Dated: __________ _
4 EXECUTION ORIGINAL
The Parties have duly executed and delivered this Amendment of their authorized
representatives set forth below.
TRANSMISSION AGENCY OF
NORTHERN CALIFORNIA
By: ___________ _
Its:
Dated:. __________ _
CITY OF PALO ALTO
By: __________ _
Its:
Dated: __________ _
CITY OF ROSEVILLE
By: ___________ _
Its:
Dated: _________ -.,-_
4
TURLOCK IRRIGATION DISTRICT
By: ___________ _
Its:
Dated: __________ _
SACRAMENTO MUNICIPAL
UTLITY DISTRICT
By: ___________ _
Its:
Dated: __________ _
MODESTO IRRIGATION DISTRICT
EXECUTION ORIGINAL