HomeMy WebLinkAboutNorthern California Power Agency (NCPA) 1983-07-01 Amendment 2; 2011-04-01AMENDMENT NUMBER TWO TO
AGREEMENT FOR CONSTRUCTION, OPERATION AND FINANCING OF
GEOTHERMAL GENERATING PROJECT NUMBER 3
This Amendment Number Two to Agreement for Construction, Operation, and
Financing of Geothermal Generating Project Number 3 ("Amendment Number Two") is made
this 1st day of April, 2011 by and among the Northern California Power Agency ("NCPA"), a
California joint powers agency; the Cities of Alameda, Biggs, Gridley ("Gridley"), Healdsburg,
Lodi, Lompoc, Palo Alto ("Palo Alto"), Roseville, Santa Clara, and Ukiah; the Plumas Sierra
Rural Electric Cooperative ("Plumas a rural electrical cooperative; and the Turlock Irrigation
District ("TID"), a California irrigation district ( collectivelythe "Parties")
WITNESSETH
WHEREAS,
A. Each of the Parties other than TID is a party to that certain Agreement for
Construction, Operation and Financing of Geothermal Generating Project Number 3, dated as
of July 1, 1983; and
B. Each of the Parties other than TID is a partyto that certain Amendment Number
One to Agreement for Construction, Operation and Financing of Geothermal Generating
Project Number 3, dated as of August 1, 1983 ( "Amendment Number One"); and
C. The Agreement for Construction, Operation and Financing of Geothermal
Generating Project Number 3 as amended by Amendment Number One is hereafter referred to
as the "Original Agreement" and as amended and supplemented from time to time is hereafter
referred to as the "Agreement"; and
D. Pursuant to the Original Agreement, NCPA agreed to construct, operate, and finance
a certain geothermal generating project located in Lake and Sonoma Counties constituting the
Project for the benefit of those parties other than NCPA executing it (the "Original Project
Participants"), each of whom is entitled to its Project Entitlement Percentage of Project
capacity and energy and is obligated to pay for the costs of said Project in accordance with
Section 5 of the Original Agreement; and
E. The Original Project Participants and TID entered into an Agreement for Transfer
of Rights to Capacity and Energy of Geothermal Generating Project Number 3, dated as of
October 1, 1984 (the "First Transfer Agreement") bywhich each Original Project Participant
transferred to TID specified and varying East Block Entitlement Percentages of Project capacity
and energy in each calendar year, to and including 2000, and, from calendar year 2001 until the
end of the life of the Project, Gridley permanently transferred 0.118% of its 0.456% of East
Block Entitlement Percentage of Project capacity and energy to TID, and Plumas permanently
transferred 0.227% of its 0.91% East Block Entitlement Percentage of Project capacity and
energy to TID; and
GEOTHERNIAL THIRD PHASE AMENDMENT TWO
Execution Version
F. Palo Alto and TID entered into an agreement dated December 30, 1985 (the "Second
Transfer Agreement) and pursuant to the First Transfer Agreement and the Second Transfer
Agreement, Palo Alto permanently transferred all of its 12.316% East Block Entitlement
Percentage of Project capacity and energy to TID; and
G. The First Transfer Agreement and the Second Transfer Agreement are hereafter
collectively referred to as the "Transfer Agreements", and resulted in Gridley having rights to a
0.3360% Project Entitlement Percentage of Project capacity and energy, Palo Alto having rights
to a zero % Project Entitlement Percentage of Project capacity and energy, Plu as having rights
to a 0.7010% Project Entitlement Percentage of Project capacity and energy, and TID having
rights to a 6.3305% Project Entitlement Percentage of Project capacity and energy, together with
all additions thereto pursuant to section 7(d) of the Agreement, being referred to as the
"Transferred Project Entitlement Percentage" ; and
IE Gridley, Palo Alto and Phimas are hereafter collectively referred to as the
"Transferors"; and
I. The Transferors, while having permanently transferred all their respective rights to the
Transferred Project Entitlement Percentage to TID pursuant to the Transfer Agreements,
remain liable to NCPA with respect to all payments under the Agreement related to the
Transferred Project Entitlement Percentage to the extent TID does not make such payments;
and
J. As of the effective date of this Amendment Number Two, the only outstanding bonds
relating to the Project are NCPA's Geothermal Project 3 Revenue Bonds, 2009 Series A (the
"2009 Series A Bonds issued under the Indenture of Trust, dated as of November 1, 1983,
between NCPA and U.S. Bank Trust National Association, as successor Trustee (as amended
and supplemented, the "Indenture") and the Indenture is the only existing Bond Resolution for
purposes of the Original Agreement; and
K. The Indenture provides that NCPA will not consent or agree to any amendment of
the Agreement which will reduce the payments required thereunder or which will in any manner
materially impair or materially adversely affect the rights of NCPA thereunder or the rights or
security of the holders of the bonds issued under the Indenture; provided that nothing in the
Indenture shall be construed so as to prohibit any other amendment of the Agreement; and
L. The Parties desire to amend the Original Agreement to, among other things, reflect
the terms of the Transfer Agreements by substituting TID for the Transferors as the Project
Participant under the Agreement with respect to the Transferred Project Entitlement Percentage
while, in order to avoid the appearance of the impairment of the security of the holder of any
2009 Series A Bond, so long as any 2009 Series A Bond remains outstanding under the
Indenture, each of the Transferors shall contianue to remain hable for all payrnerit obligations
accruing under the Agreement which are related to the Transferred Project Entitlement
Percentage such Transferor transferred to TID; and
GEOn-MMIkL THIRD PHASE AMENDNIEN-r -FWO 2
Execution 'version
M. The Parties also desire to amend the Original Agreement to clarify-that
environmental attributes associated with the Project capacity and energy are included within the
rights held by the Project Participants, including TID;
NOW, THEREFORE, the Parties hereto agree as follows:
1. Terms used in this Amendment Number Two and not defined herein have the
meaning given to them in the Original Agreement.
2. To provide that TID, and not the respective Transferors, is the Project Participant
with respect to the Transferred Project Entitlement Percentage, Appendix "A" of the
Agreement ("SCHEDULE OF PROJECT PARTICIPANTS AND PROJECT
ENTITLEMENT PERCENTAGES") is hereby amended in its entirety to read as provided in
Exhibit 1 hereto to include a 12.661% TID East Block Entitlement Percentage and a 6.3305%
Project Entitlement Percentage and to correspondingly reduce the East Block Entitlement
Percentages and Project Entitlement Percentages of the Transferors.
3. To recognize that the 2009 Series A Bonds were issued when the Transferors were
the Project Participants with respect to the Transferred Project Entitlement Percentage, and to
increase the security for the 2009 Series A Bonds by adding TID as the Project Participant with
respect to the Transferred Project Entitlement Percentage while maintaining the respective
payment obligations of the Transferors under the Agreement with respect to the Transferred
Project Entitlement Percentage so long as any 2009 Series A Bonds remain outstanding under
the Indenture, Section 5 (f) of the Original Agreement is hereby supplemented by adding at the
end thereof the following:
"Notwithstanding anything in this Section 5(f) or elsewhere in this Agreement to
the contrary, in the event the Turlock Irrigation District ("TID") should fail to timely pay
any amount payable by it under the Agreement, which payment obligation accrued while
any of NCPA's Geothermal Project 3 Revenue Bond, 2009 Series A ("the 2009 Series A
Bonds") remained outstanding under the Indenture of Trust, dated as of November 1,
1983, between NCPA and U.S. Bank Trust National Association, as successor Trustee, as
amended and supplemented (the "Indenture"), the City of Gridley ("Gridley"), the City
of Palo Alto ("Palo Alto") and the Plumas Sierra Rural Electric Cooperative ("Plumas"
and together with Gridley and Palo Alto the "Transferors") shall remain contingently
and secondarily obligated for each such payment in the following proportions, such that
the security of the holders of the 2009 Series A Bonds with respect to the Agreement is
not adversely affected by the addition of TID as a Project Participant and the reduction
of the Project Entitlement Percentages of the Transferors with respect to the
Transferred Project Entitlement Percentage:
Transferor
Gridley
Palo Alto
Plumas
Share of Amounts Not Paid byTID
0.932%
97.275%
1.793%
GEOTI IERNIAL THRD PHASE AMENDMEM TWO
Execution Version
In the event TID fails to make a payment when due under the Agreement, which
payment obligation became due while any of the 2009 Series A Bonds remain
outstanding under the Indenture, NCPA shall, not more than ten (10) days after the due
date for such payment, send the written demand contemplated by Section 7(a) of the
Agreement to TID and to the Transferors by electronic means or overnight delivery
service or by such other means as shall provide for delivery the next business day. Such
demand shall specify the amount due but not received byNCPA. If TID has not made
the missed payment by the twenty-fifth (25th) day following NCPA's sending the
demand for payment, each Transferor shall, not later than the thirtieth (30th) day from
the date of such demand, pay its respective share of the amount specified in the NCPA
notice of nonpayment from the sources specified in the Agreement for other payments
thereunder bythe Project Participants. The Transferors' contingent and secondary
obligation for payments which TID fails to make when due under the Agreement shall
cease, and the Transferors shall be relieved of all obligations to make payments pursuant
to this Section 5(f), on the first date when no 2009 Series A Bonds remain outstanding
under the Indenture; provided, however, that nothing in this sentence shall relieve any
Transferor of its obligation to pay amounts which became due from TID under the
Agreement prior to such first date.
In addition to any other remedy available under the Agreement, each Transferor
may directly recover from TID any payments made pursuant to this section as well as
any costs or damages incurred by it as a consequence of the failure of TID to make
any payment under the Agreement, including the recovery of any attorneys fees."
4. The Original Agreement is hereby supplemented by adding a new Section 17 thereto
to read as follows:
"17. Attributes Associated with Project. A Project Entitlement Percentage of
Project capacity and energy includes not only the rights to electric capacity and energy,
but also the rights to a proportionate share of any associated attributes of the Project that
either exist or may exist in the future. This includes attributes such as environmental
credits, renewable energy credits, resource adequacy credits or other attributes associated
with the production of electricity from a renewable energy resource, along with ancillary
services. In all cases the right to a proportionate share of any associated attributes of the
Project is subject to the terms of this Agreement including the provisions hereof relating
to the loss by a Project Participant of the rights to Project capacity and energy including
the associated attributes
Upon the request of a Project Participant, evidence of the ownership of such associated
attributes will be provided by NCPA to the requesting Project Participant (and may
thereafter be sold by the Project Participant to third persons subject to the terms of
Section 18 of this Agreement and without being subject to a right of first refusal by
other Project Participants), in proportion to its respective Project Entitlement
Percentages of Project capacity and energy but subject to the provisions of Section 18 of
GEOTHERMAL THIRD PHASE AMENDMENT TWO 4
E -~o
this Agreement and such commercially reasonable conditions as maybe imposed or
adopted by the NCPA Commission from time to time.
5. The Original Agreement is hereby supplemented by adding a new Section 18 thereto
to read as follows:
"18. Federal Tax Matters. Each Project Participant recognizes that Bonds
issued with respect to the Project may bear interest that is excluded from gross income
for federal income tax purposes or may be issued under circumstances that entitle NCPA
or Bondholders to subsidy payments from the United States or federal tax credits with
respect to such Bonds (such exclusion from gross income or entitlement to a subsidy or
tax credit being referred to herein as a "Tax Benefit") and subject to the provisions of
federal tax law that limit, among other things, the arrangements permitted with respect to
the sale, assignment, delegation, or other disposition of Project Entitlement Percentages
of Project capacity and/or energy, or environmental and other associated attributes of
the Project. Each Project Participant shall comply with the covenants relating to Tax
Benefits contained in the Bond Resolutions, including the limitations on private use
permitted under such covenants as if the Project Participant had made such covenant
with respect to its Project Entitlement Percentage of Project capacity and energy. No
sale, assignment, delegation or other disposition of all or any portion of a Project
Participant's rights or obligation under this Agreement, including Project Entitlement
Percentages of Project capacity and/or energy, or environmental and other Project
attributes, that have been financed in whole or part with Bonds which have a Tax Benefit
shall be effective until: (i) such Project Participant shall have given prior written notice
thereof to NCPA, and (ii) NCPA's bond counsel shall have rendered an opinion to the
effect that (A) such sale, assignment, delegation or other disposition will not adversely
affect the Tax Benefits associated with such Bonds; and (B) such sale, assignment,
delegation or other disposition is within anyprivate use restriction or other limitation
with respect to the Tax Benefits associated with such Bonds applying such restrictions
and other limitations solely to the Project Participant's Project Entitlement Percentage of
Project capacity and energy and not to the Project as a whole. Notwithstanding the
immediately preceding sentence, each Project Participant may, without obtaining such
bond counsel opinion, sell, assign, delegate or make such other disposition to which it is
entitled hereunder in a transaction which complies with tax-related guidelines established
by the NCPA Commission from time to time which guidelines have been approved by
NCPA's bond counsel."
6. The Original Agreement is hereby supplemented by adding a new Section 19 thereto
to read as follows:
"19. " In-lieu" JPA Cost Assessment for Non-Members. Project Participants
may not necessarily be members of NCPA. NCPA members pay a joint powers
agreement cost assessment for NCPA administrative costs, pursuant to the joint powers
agreement by which NCPA is formed, and non-NCPA member Project Participants
hereby likewise agree to pay for a portion of those costs, but only as applied to the non-
GEOTHERMAL THIRD PHASE AMENDMENT TWO
Execution Version
NCPA member Project Participant's Project Entitlement Percentage of energy produced
on behalf of the Project Participant. In addition to other payments required by this
Agreement, non-NCPA member Project Participants shall pay the annual "in-lieu" JPA
Cost Assessment, invoiced byNCPA in twelve (12) equal billings, which will be
separately identified for each non-NCPA member Project Participant. If a non-NCPA
member Project Participant later becomes an NCPA member, such Project Participant
shall no longer be required to paythe in-lieu JPA Cost Assessment. If an NCPA
member Project Participant later withdraws from NCPA, and is no longer an NCPA
member, such Project Participant will thereafter be subject to the in-lieu JPA Cost
Assessment as described in this section.
The In-lieu JPA Cost Assessment shall be:
In-lieu JPA Cost Assessment = (TPA Cost Assessment Rate) x (iMWh of Project energy
produced on behalf of the Project Participant in the prior calendar year as metered at the
point of delivery)
The "JPA Cost Assessment Rate" shall be the amount per MWh charged to NCPA
members in any given year by the NCPA Commission as a JPA assessment pursuant to
Article IV section 3 (a) of the Amended and Restated Northern California Power Agency
Joint Powers Agreement, and shall in no event exceed 15 cents per megawatt hour."
7. The proviso contained in Section 7(d) of the Agreement is hereby amended to read as
follows:
"provided, however, that the sum of such increases for any nondefaulting Project
Participant shall not exceed, without the written consent of such nondefaulting Project
Participant, an accurnulated maximum of 25% of the nondefaulting Project Participant's
Project Entitlement Percentage set forth in Appendix A as in effect on April 1, 2011."
8. Section 11(e) of the Original Agreement is hereby amended in its entirety to read as
follows:
"AnyProject Participant may veto a discretionary action of the Project
Participants relating to the Project that was not taken by a 65% or greater Project
Entitlement Percentage vote within 10 days following mailing of notice of such Project
Participants' action by giving written notice of the veto to NCPA and the other Project
Participants unless at a meeting of the NCPA Commission called for the purpose of
considering the veto and held within 30 days after such veto notice, the holders of 65%
or greater of Project Entitlement Percentages shall vote to override the veto."
9. Subsection (a), (b) and (c) of Section 12 of the Original Agreement are hereby deleted.
"Section 12 of the Original Agreement is hereby amended by deleting the
Subs ection (d) of
subsection designation (d) and amending the language of former subsection (d) in its entirety to
read as follows:
GEOTHERMAL THIRD PHASE AMENDMENT DWO 6
"The term of this Agreement commenced on December 14, 1983. The Term of
this Agreement shall continue until the later of: (i) the expiration of the useful life of the
Project, or (u) the date on which all Bonds issued have been retired, or full provision
made for their retirement, including interest until their retirement date. In the event of
the termination of the existence of NCPA prior to the termination of this Agreement, it
is the intent of the Project Participants that this Agreement continue as an agreement
among the Project Participants with the Project Participants performing the duties and
obligations of NCPA as a group."
10. Section 14 of the Original Agreement is hereby amended in its entirety to read as
follows:
"This Agreement is a service schedule and a third phase agreement attached to
and incorporated into the Facilities Agreement by and among the Project Participants
and NCPA. "
11. By execution of this Amendment Number Two, TID shall be deemed to have
executed the Agreement and be considered a Project Participant for all purposes of the
Agreement.
12. Except as provided in this Amendment Number Two, the Original Agreement shall
remain in full force and effect.
13. This Amendment Number Two may be executed in several counterparts, all or any
of which shall be regarded for all purposes as one original and shall constitute and be but one
and the same instrument.
IN WITNESS WHEREOF, each Project Participant has executed this Amendment
Number Two with the approval of its governing body and NCPA has executed this Amendment
Number Two in accordance with the authorization of its Commission.
NORTHERN CALIFORNIA POWER AGENCY
By:
Appro. ed as to form
CITY OF ALAMEDA CITY OF BIGGS
By:
By:
Approved as to form: Approved as to form:
GEOTHERMAL THIRD PHASE AMENDMENT TWO 7
Execution Version
"The term of this Agreement commenced on December 14, 1983. The Term of
this Agreement shall continue until the later of: (i) the expiration of the useful life of the
Project, or (ii) the date on which all Bonds issued have been retired, or full provision
made for their retirement, including interest until their retirement date. In the event of
the termination of the existence of NCPA prior to the termination of this Agreement, it
is the intent of the Project Participants that this Agreement continue as an agreement
among the Project Participants with the Project Participants performing the duties and
obligations of NCPA as a group."
10. Section 14 of the Original Agreement is hereby amended in its entirety to read as
follows:
"This Agreement is a service schedule and a third phase agreement attached to
and incorporated into the Facilities Agreement by and among the Project Participants
and NCPA. "
11. By execution of this Amendment Number Two, TID shall be deemed to have
executed the Agreement and be considered a Project Participant for all purposes of the
Agreement.
12. Except as provided in this Amendment Number Two, the Original Agreement shall
remain in full force and effect.
13. This Amendment Number Two may be executed in several counterparts, all or any
of which shall be regarded for all purposes as one original and shall constitute and be but one
and the same instrument.
IN WITNESS WHEREOF, each Project Participant has executed this Amendment
Number Two with the approval of its governing body and NCPA has executed this Amendment
Number Two in accordance with the authorization of its Commission.
NO RTHE R .l CALIFORNIA POWER AGENCY
By:
Approved as to forth:
CITY OF ALAMEDA
By:
CITY OF BIGGS
-
By__~ f4~ -U~
Approved as to form: Approved as to form:
G GO'll1HRMAL TI IIIt D YIIASI: AMGNDNILNT 1NVO
U.XMItion Version
CITY OF GRIDLEY
Bv:
Approved as to form:
CITY OF LODI
By:
Approved as to form:
CITY OF PALO ALTO
Bv:
Approved as to form:
CITY OF SANTA CLARA
By:
Approved as to form:
PLUNLAS-SIERRA RURAL
ELECTRIC COOPERATIVE
Bv:
Approved as to form:
CITY OF HEALDSBURG
By:
Approved as to form:
CITY OF LOMPOC
By:
Approved as to form:
CITY OF ROSEVILLE
By:
Approved as to form:
CITY OF UKIAH
By:
Approved as to form:
TURLOCK IRRIGATION DISTRICT
By:
Approved as to form:
GEO"I'[I[~,R~IAI,"CfII1tD PHASE A> b"ND\{ENl' INVO 8
Fxecution Ver,ion
CITY OF ALAMEDA
By:
Approved as to form:
'to
CITY OF GRIDLEY
By:
Approved as to form:
CITY OF LODI
By:
Approved as to form:
CITY OF PALO ALTO
By:
Approved as to form:
CITY OF SANTA CLARA
By:
Approved as to form;
CITY OF BIGGS
By:
Approved as to form:
CITY OF HEALDSBURG
By:
Approved as to form:
CITY OF LOMPOC
By:
Approved as to form:
CITY OF ROSEVILLE
By:
Approved as to form:
CITY OF UKIAH
By:
Approved as to form:
GFOTHF.,RiMA.L THIRD P1fASE AMENDIMEI;'TIAVO Page g of 11
Exectitl0n Version
QTY OF GRIDLEY QTY OF HEALDSBURG
By." C'-~"; ,Ong ,`!=y° BY.
Approved as to form: Approved as to form:
QTY OF LODI
By:
Approved as to form:
QTY OF PALO ALTO
By.
Approved as to form
CITY OF SANTA CLARA
By.
Approved as to form:
PLUNIAS-SIERRA. RURAL
ELECTRIC COOPERATIVE
By,
Approved as to ford:
QTY OF LONIPOC
By. -
Approved as to form:
CITY OF ROSEVILLE
By.
Approved as to form:
CITY OF UKIAH
By,
- -
Approved as to form:
I"U OCK IRRIGA' ICI DISTRICT
B
'Approved as to form:
GEOTHERMAL THIRD PHASE ANIGNDNIENT TWO 8
EXeenClOn Version
CITY OF GRIDLEY
By:
Approved as to form:
CITY OF LODI
By:
Approved as to form:
CITY OF PALO ALTO
Bv:
Approved as to form:
CITY OF SANTA CLARA
By:
Approved as to form:
PLUMAS-SIERRA RURAL
ELECTRIC COOPERATIVE
By:
Approved as to form:
HEALDSB
sI.
Approve to for
ell
CITY OF LOMPOC
By:
Approved as to form:
CITY OF ROSEVILLE
Bv:
Approved as to form:
CITY OF UKIAH
Bv:
Approved as to form:
TURLOCK IRRIGATION DISTRICT
By:
Approved as to form:
GF0141fgtMAL T[ IIRD PHASE AN[ENDMENf TWO 8
F,xecution Version
CITY OF GRIDLEY
By,
Approved as to form:
QTY OF LODI
By. onra t artl.am Cl y Manager
I Pp ved as to fon-n:
]7a`-S~___ Taa auer, Atto ney
QTY OF PALO ALTO
By.
Approved as to form:
CITY OF SANTA CLARA
By.
Approved as to fours:
PLUj\4AS-SIERRA. RURAL
ELECTRIC COOPERATIVE
By
Approved as to form:
GEOlliElWIAL n-URD PHASE ANIENDIMF TTWO
Execution Version
QTY OF I ,ALDSBURG
By.
Approved as to forme
QTY OF LONTOC
By
Approved as to form,
QTY OF R.OSEVILLE
By,
Approved as to form:
QTY OF UKIAH
By,
Approved as to f orzn
ATT
Bq4; =k
8
QTY OF GRIDLEY
BY.
Approved as to form:
QTY OF LODI
By:
Approved as to form:
QTY OF PALO ALTO
BY.
Approved as to form:
QTY OF SANTA CLARA
By.
Approved as to form:
PLUMAS-SIERRA RURAL
ELECTRIC COOPERATIVE
By
Approved as to form:
QTY OF HEALDSBURG
Bv:
Approved as to form:
QTY O LOMPOC
By.
Ap roved as to f o
QTY OF ROSEVILLE
By.
Approved as to form:
QTY OF UKIAH
By.
Approved as to form:
TURLOCK IRRIGATION DISTRICT
By:
Approved as to form:
GEOTf-IERMP.L THIRD Pll-' SE AMENDI\IENr TWO 8
Execution Version
QTY OF GRIDLEY
By.
Approved as to form
CITY OF LODI
By.
Approved as to form:
QTY OF PALO ALTO
By:~
Apbro ed as to fo
CITY OF SANTA CLARA
Approved as to form
I'LU-MAS-SIERRA RURAL
ELECTRIC COOPERATIVE
Bye----------------- _
Approved as to form:
CITY OF HEALDSBURG
By.
Approved as to form:
CITY OF LOMPOC
By.
Approved as to form
CITY OF ROSEVILLE
By.
Approved as to form:
CITY OF UKIAH
By.
Approved as to form:
IRRIGAT N DISTRICT
Xpproved as to form.
GEOTHERNIAL THt RD PHASE ANIF NDME.NC T-WO 8
Execution Version
QTY OF GRIDLEY
By:
Approved as to form:
QTY OF LODI
By.
Approved as to form:
CITY OF PALO ALTO
By:
Approved as to form:
CITY OF SANTA C,ARA
By:
Approved as to form:
PLUMAS- SIERRA RURAL
ELECTRIC COOPERATIVE
By.
Approved as to form:
CITY OF HEALDSBURG
By.
Approved as to form:
QTY OF LOMPOC
By.
Approved as to form:
CITY OF ROSEVILLE
B~ ~----yam
TURLOCK IRRIGATION DISTRICT
By:
Approved as to form:
GEOTHERNLU THIRD PHASE AMENDMENT TWO B
Execution Version
By:
Approved as to form:
lI
0
01
X.
CITY OF GRIDLEY
By:
Approved as to form:
CITY OF LODI
By:
Approved as to form:
CITY OF PALO ALTO
By:
Approved as to form:
CITY OF SANTA CLARA
A rw{ .
der
Ap roved as to form: Approved as to form:
PLUIVLAS-SIERRA RURAL
ELECTRIC COOPERATIVE
By:
Approved as to form:
GI:O'I'II11,NI\I,T]IIIMNL\SI~.ANJ1:'vDM1::NT 1'\CY
FXecuti<m V'crsii,n
CITY OF HEALDSBURG
By:
Approved as to form:
CITY OF LOMPOC
By:
Approved as to form:
CITY OF ROSEVILLE
By:
Approved as to form:
CITY OF UKIAH
i' Bv:
TURLOCK IRRIGATION DISTRICT
By:
Approved as to form:
8
CITY OF GRIDLEY
By:
Approved as to form:
CITY OF LODI
By:
Approved as to form:
CITY OF PALO ALTO
By:
Approved as to form:
CITY OF SANTA CLARA
By:
Approved as to form:
PLUMAS-SIERRA RURAL
ELECTRIC COOPERATIVE
By:
Approved as to form:
CITY OF HEALDSBURG
By:
Approved as to form:
CITY OF LOMPOC
By:
Approved as to form:
CITY OF ROSEVILLE
By:
Approved as to form:
CITY OF UKIAH
GEOTHERN[.U.TI[IRD P11ASE ANIENDMENTTNVO g
Execution Vcrsion
TURLOCK IRRIGATION DISTRICT
By:
Approved as to form:
QTY OF GRIDLEY
By.
Approved as to form:
QTY OF LODI
By
Approved as to form:
QTY OF PALO ALTO
By.
Approved as to form
QTY OF SANTA CLARA
By.
Approved as to form
QTY OF HEALDSBURG
By:
Approved as to form:
QTY OF LOMPOC
By.
Approved as to form
QTY OF ROSEVILLE
By:
Approved as to form
QTY OF UKIAH
By.
Approved as to form
PL -SIERRA RURAL TURLOCK IRRIGATION DISTRICT
ELE COOPE TIVE
By. By.
-OK IX
ApprovecWs to form Approved as to form
C ~.f
{
t,
GEOTHERMAL. THIRD PHASE AMENDMENT TWO S
Execution Version
CITY OF GRIDLEY
By.
Approved as to form:
CITY OF LODI
By:
Approved as to form:
CITY OF PALO ALTO
By.
Approved as to form:
CITY OF SANTA CLARA
By.
Approved as to form:
PLUMAS-SIERRA RURAL
ELECTRIC COOPERATIVE
By.
Approved as to form:
CITY OF HEALDSBURG
By.
Approved as to form:
CITY OF LOMPOC
By:
Approved as to form:
CITY OF ROSEVILLE
By.
Approved as to form:
CITY OF UKIAH
By.
Approved as to form:
F IRRIGA'IP N DISTRICT
//`01r
to form:
jd /I. 7"7Ad,"46.---
GEOTHERMAL THIRD PHASE ATMENDIvENT TWO 8
Execution Version
Exhibit 1
APPENDIX A
In effect April 1, 2011
SCHEDULE OF PROJECT PARTICIPANTS AND PROJECT ENTITLEMENT
PERCENTAGES
PROJECT
PROJECT NO.2
EAST BLOCK
PARTIQPANT
ENTITLEMENT
ENTITLEMENT
PERCENTAGE
PERCENTAGE
City of Alameda
14.994%
18.771%
City of Biggs
0.000%
0.454%
City of Gridle'
0.334%
0.338%
City of Healdsburg
3.252%
4.096%
City of Lodi
14.560%
6.000%
City of Lompoc
3.266%
4.096%
City of Palo Alto"
0.000%
0.000%
City of Roseville
3.252%
12.514%
City of Santa Clara
54.651%
34.13%
City of Ukiah
4.972%
6.257%
Plumas Sierra Rural
0.719%
0.683%
Electric Cooperative"
Turlock Irrigation
0.000%
12.661%
District"
TOTALS
100.000%
100.000%
PROJECT
ENTITLEMENT
PERCENTAGE
16.8825%
0.227%
0.336%
3.674%
10.28%
3.681%
0.000%
7.883%
44.3905%
5.6145%
0.701%
6.3305%
100.000%
" Pursuant to Section 5(f) of the Agreement, the City of Gridley, the City of Palo Alto and the
Plumas Sierra Rural Electric Cooperative remain contingently and secondarily responsible for
all payment obligations of Turlock Irrigation District while the 2009 Series A Bonds remain
outstanding.
1590958.2
GEOTHERMAL THIRD PHASE AMENDMENT TWO 9
Execution Version
