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RESOLUTION NO. 89-33
RESOLUTION APPROVING AND AUTHORIZING EXECUTION OF
AMENDMENT NO. 2 TO PROJECT AGREEMENT NO. 2
FOR THE CALIFORNIA-OREGON TRANSMISSION PROJECT
WHEREAS, the City of Ukiah (the "City"), has entered into the
September 30, 1985, "Transmission Agency of Northern California Project
Agreement No. 2 for the California-Oregon Transmission Project" (the
"Agreement") with the Transmission Agency of Northern California ("TANC") and
the other members of TANC; and
WHEREAS, this City and the other parties to the Agreement have amended
the Agreement as provided in the July 1, 1988, "Transmission Agency of
Northern California Project Agreement No. 2 for the California-Oregon
Transmission Project Amendment No. 1"; and
WHEREAS, this City and the other parties to the Agreement desire to
amend the Agreement, as in effect as of the date hereof, as provided in the
March 1, 1989, "Transmission Agency of Northern California Project Agreement
No. 2 for the California-Oregon Transmission Project Amendment No. 2" (the
"Project Agreement Amendment");
NOW THEREFORE BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF UKIAH as
follows:
Section 1. The Project Agreement Amendment, in substantially the form
submitted to this meeting and made a part hereof as though set forth in full
herein, be and the same is hereby approved. The Mayor is hereby authorized
and directed, on behalf of the City, to execute and deliver the Project
Agreement Amendment in the form presented to this meeting with such changes,
insertions and omissions as may be approved by the mayor, including without
limitation, the modification of the Participation Percentages set forth in
Appendix C-1 of the Project Agreement Amendment submitted to this meeting;
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provided, however, that such Participation Percentage for this City shall not
be modified by more than ten percent (10%) of the amount set forth in the
form of the Project Agreement Amendment presented to this meeting. The
execution of the Project Agreement Amendment by such official shall be
conclusive evidence of such approval. The City Clerk of the City is hereby
authorized and directed to attest to such execution of the Project Agreement
Amendment.
Section 2. The Mayor, the City Clerk and each other proper officer of
the City, acting singly, is authorized and directed to execute and deliver
any and all documents and instruments, and to do and cause to be done any
and all acts and things, necessary or proper for carrying out the
transactions contemplated by the Project Agreement Amendment and by this
resolution.
Section 3. This resolution shall take effect immediately upon its
adoption.
PASSED AND ADOPTED this
following roll call vote:
15 March
day of
, 1989, by the
AYES:
NOES:
Councilmembers Wattenburger, Shoemaker, Schneiter, Hickey and
Mayor Henderson
None
ABSENT: None
C~ (:~er
R:Resl
Draft 3/06/89
TRANSMISSION AGENCY OF
NORTHERN CALIFORNIA
PROJECT AGREEMENT NO. 2
FOR THE
CALIFORNIA-OREGON TRANSMISSION PROJECT
AMENDMENT NO. 2
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Draft 3/06/89
TRANSMISSION AGENCY OF NORTHERN CALIFORNIA
PROJECT AGREEMENT NO. 2
FOR THE
CALIFORNIA-OREGON TRANSMISSION PROJECT
AMENDMENT NO. 2
AMONG
THE TRANSMISSION AGENCY OF NORTHERN CALIFORNIA
THE CITY OF ALAMEDA
THE CITY OF BIGGS
THE CITY OF GRIDLEY
THE CITY OF HEALDSBURG
THE CITY OF LODI
THE CITY OF LOMPOC
THE MODESTO IRRIGATION DISTRICT
THE CITY OF PALO ALTO
THE PLUMAS-SIERRA RURAL ELECTRIC COOPERATIVE
THE CITY OF REDDING
THE CITY OF ROSEVILLE
THE SACRAMENTO MUNICIPAL UTILITY DISTRICT
THE CITY OF SANTA CLARA
THE TURLOCK IRRIGATION DISTRICT
THE CITY OF UKIAH
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Draft 3/06/89
PREAMBLE'
This Amendment No. 2 is made and entered into as of
March 1, 1989, by and among the Transmission Agency of
Northern California; the Cities of Alameda, Biggs, Gridley,
Healdsburg, Lodi, Lompoc, Palo Alto, Redding, Roseville, Santa
Clara, and Ukiah; the Sacramento Municipal Utility District;
the Modesto Irrigation District; the Turlock Irrigation
District; and the Plumas-Sierra Rural Electric Cooperative,
for the purpose of amending the September 30, 1985,
"Transmission Agency of Northern California Project Agreement
No. 2 for the California-Oregon Transmission Project" among
the same parties (hereinafter referred to as "Project
Agreement No. 2"), as amended and supplemented to the date
hereof.
RECITALS
WHEREAS:
A. On December 10, 1984, TANC (capitalized terms
used herein and not otherwise defined shall have the meanings
given such terms pursuant to Section 1 hereof) was duly
established as a joint powers agency, pursuant to Section 6500
et seq. of the California Government Code, by an agreement
among the Members entitled "Joint Powers Agreement,
Transmission Agency of Northern California"; and
B. TANC, in its own name, or for the benefit of
its Members, has the power to acquire by purchase, or eminent
domain, construct, finance, operate and maintain facilities
for electric power transmission including, without limitation,
the power to purchase, lease, operate, develop, contract for,
or own, new or upgraded transmission lines, and facilities for
the benefit of the Members; and
C. Each Member of TANC owns and operates a system
for the distribution of electric power and energy, and is
authorized to obtain transmission facilities or rights to
transmission transfer capability for its present or future
requirements, through contracts with TANC or otherwise; and
D. TANC, on behalf of its Members, executed the
December 19, 1984, "Memorandum of Understanding,
California-Oregon Transmission Project," among certain
California entities and the Western Area Power Administration,
which sets forth principles for the development of the
California-Oregon Transmission Project including the
designation of TANC as Project Manager; and
E. The Members of TANC entered into the June 19,
1985, "Project Agreement" for the purposes of issuing and
selling a promissory note for financing studies and other
preliminary costs to be incurred prior to making a decision,
after environmental and other review, of whether to undertake
construction of the California-Oregon Transmission Project; and
F. The Members of TANC entered into the
September 30, 1985, "Transmission Agency of Northern
California Project Agreement No. 2 for the California-Oregon
Transmission Project" for the purpose of refinancing the
promissory note and to finance certain feasibility and
planning studies, and to provide for TANC's share of the costs
for Project Development Work for the California-Oregon
Transmission Project; and
G. TANC, on behalf of its Members, executed the
September 30, 1985, "California-Oregon Transmission Project
Development Agreement" for the purpose of completing required
activities such as obtaining approvals, certificates, licenses
and permits as required by law and regulation before
undertaking construction of the Project; and
H. TANC, on behalf of its Members, entered into
the Memorandum of Understanding Annex dated February 6, 1986,
with the initial Participants and additional non-federal
public entities which allocated a 3.125 percent Project
entitlement among the additional Participants and re-allocated
the remaining entitlement among the initial Participants; and
I. On January 20, 1988, TANC certified the Final
Environmental Impact Report for the California-Oregon
Transmission Project, the Los Banos-Gates Transmission
Project, and the Pacific Northwest Reinforcement Project, made
findings pursuant to the California Environmental Quality Act,
and approved the California-Oregon Transmission Project; and
J. Each Member has participated in the preparation
and review of the Draft Environmental Impact Report and has
reviewed and approved the Final Environmental Impact Report
for the California-Oregon Transmission Project and adopted the
findings made by TANC as lead agency for the California-Oregon
Transmission Project; and
K. The Members of TANC have approved the
California-Oregon Transmission Project for the purposes of the
California Environmental Quality Act and desire to authorize
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TANC to undertake additional work in the California-Oregon
Transmission Project beyond planning and feasibility studies;
and
L. The Members of TANC have entered into the
July 1, 1988, "Transmission Agency of Northern California
Project Agreement No. 2 for the California-Oregon Transmission
Project Amendment No. 1" ('Amendment No. 1"), for the purpose
of permitting the application of Phase ! Indebtedness to the
cost of Acquisition and Construction Work; and
M. The Cities of Biggs and Gridley have determined
not to proceed with the California-Oregon Transmission Project
and do not desire to retain their respective rights and
interests under the Agreement; and
N. The Members of TANC, other than the Cities of
Biggs and Gridley, have determined to enter into this
Amendment No. 2 to Project Agreement No. 2 for the purpose of
refinancing TANC's outstanding $26,800,000 principal amount of
Revenue Anticipation Notes, Series 1985 and to provide for the
costs of additional Acquisition and Construction Work for the
California-Oregon Transmission Project.
NOW, THEREFORE, in consideration of the mutual
covenants and conditions set forth in this Amendment No. 2,
TANC and the Members agree as follows:
1. Except as otherwise provided herein, all
capitalized terms used in this Amendment No. 2 shall have the
same meanings herein as set forth in the Agreement, as amended
and supplemented to the date hereof.
2. Section 2.3 of Project Agreement No. 2, as
amended by Section 4 of Amendment No. 1, is further amended to
read as follows:
'2.3 Participation - Pursuant to
Paragraph 15 of the Joint Powers Agreement,
the Members executing this Agreement have
each elected to participate in Phase I in the
Participation Percentages set forth in
Appendix C, as Appendix C may be amended, and
to participate in Phase II in the
Participation Percentages set forth in
Appendix C-1 to the extent of amounts
available from Phase I Indebtedness;
provided, however, that such election to
participate in Phase II shall not constitute
an election to take a Participation
Percentage in Phase II and Phase III of the
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Project for purposes of Section 5.1, except
to the extent of amounts available from the
Phase I Indebtedness."
3. Section 6 of Amendment No. 1 is hereby deleted
to the end that Section 3.2.5 of Project Agreement No. 2 shall
apply to Phase II to the extent of the Phase ! Indebtedness
authorized herein.
4. Section 4.1.5.1 of Project Agreement No. 2 is
amended to read as follows:
"4.1.5.1 Notwithstanding Section 4.1.4,
each Financing Member requests that TANC
issue and sell its revenue bonds, notes or
other evidences of indebtedness (collectively
called "Phase I Indebtedness") pursuant to
the provisions of Article 2 (commencing with
Section 6540), Chapter 5, Division 7, Title 1
of the Government Code of the State of
California, or other applicable provisions of
law, in an aggregate principal amount at any
time outstanding not exceeding $60,000,000
(the date of the initial issuance of such
Phase I Indebtedness after March 1, 1989, as
determined and announced by written notice to
all Members by TANC, is the "Phase I Closing
Date") to finance and refinance Phase I and
Phase II activities described in
Section 4.1.6, plus the estimated costs of
issuance and sale of the Phase I
Indebtedness."
5. Section 4.1.5.2 of Project Agreement No. 2 is
amended to read as follows:
"4.1.5.2 Each Financing Member severally
agrees: (i) to pay to TANC an amount equal
to its "Financing Participation Percentage"
(defined in Section 4.1.5.3 below) of all
payments of principal, interest and
redemption premiums, if any, on the Phase I
Indebtedness (provided that such payments
shall not include any accelerated payments on
account of any acceleration of principal
thereof) at the times and in the manner set
forth in TANC's resolutions and the
Indentures authorizing the issuance and sale
of the Phase I Indebtedness; and (ii) not to
take any action, or fail to take any action,
if any such action or failure to take action
would adversely affect the exclusion from
gross income of the interest on any Phase I
Indebtedness for federal income tax purposes."
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6. Section 4.1.6.2 of Project Agreement No. 2 is
amended to read as follows:
"4.1.6.2 Payment of principal and
interest on the $26,800,000 TANC Revenue
Anticipation Notes, Series 1985 and any other
Phase I Indebtedness that may be outstanding
from time to time."
7. Section 4.1.9 of Project Agreement No. 2, as
added by Section 9 of Amendment No. 1, is amended to read as
follows:
"4.1.9 Phase I Indebtedness, as defined
in Section 4.1.5.1, shall be limited to a
principal amount outstanding at any time of
not to exceed $60,000,000."
8. Section 4.1.5.12 of Project Agreement No. 2 is
hereby deleted.
9. Section 5.1 of Project Agreement No. 2 is
amended to read as follows:
"5.1 Entitlement and Election. Upon the
payment of all Phase I Indebtedness, or
provision for such payment being made in
accordance with the applicable Indenture, or
at such other time as may be determined under
procedures established by the TANC
Commission, each Member not then in default
shall be entitled to elect to take its
Participation Percentage as set forth in
Appendix C-1 in Phase II (beyond the
participation in Phase II specified in
Section 2.3 of this Agreement) and Phase III
in any subsequent TANC "project agreement,"
as that term is defined in the Joint Powers
Agreement. The TANC Commission shall
establish procedures for the Members to elect
to so participate or not participate in
Phase II (beyond the participation in
Phase II specified in Section 2.3 of this
Agreement) and Phase III, and shall give
notice to each Member of the date on which
and the means by which such election may be
made. Except as provided in Section 2.3 of
this Agreement, any Member may elect not to
participate in Phases II and III of the
Project."
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10. Section 5.1.1 of Project Agreement No. 2 is
amended to read as follows:
"5.1.1 A Member who elects not to
participate in Phase II beyond the
participation specified in Section 2.3 of
this Agreement and Phase III shall give
written notice of such election to TANC and
to each Member on or before the date for such
election in accordance with the procedures
established by the TANC Commission."
11. Section 5.1.1.1 of Project Agreement No. 2 is
amended to read as follows:
"5.1.1.1 By electing not to participate
in Phase II beyond the participation
specified in Section 2.3 of this Agreement
and Phase III, a Member shall relinquish and
waive any right or entitlement to further
participate in Phase II and Phase III of the
Project."
12. The first sentence of Section 5.1.1.2 of
Project Agreement No. 2 is amended to read as follows:
"5.1.1.2 By electing not to participate
in Phase II beyond the participation
specified in Section 2.3 of this Agreement
and Phase III, a Member not then in default
shall be entitled to receive a refund of any
advances such Member may have paid to TANC
for TANC Project Costs prior to the election,
and either the amount actually paid by such
Member on the Phase I Closing Date pursuant
to Section 4.1.3, or the amount paid by such
Member to discharge such Member's Financing
Participation Percentage of any outstanding
Phase ! Indebtedness on the condition that
TANC executes, and performance commences
under, the Participation Agreement."
13. Section 6.4 of Project Agreement No. 2 is
amended to read as follows:
"6.4 Withdrawal - Notwithstanding the
provisions of Section 13 of this Agreement,
each Member agrees that it will not take any
action which will lead to its withdrawal as a
Member or other termination of its membership
in TANC while Phase I Indebtedness is
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outstanding and that it will not vote for or
otherwise participate in any action to
dissolve or otherwise terminate the existence
of TANC during the term of' any Phase I
Indebtedness."
14. Section 14.1 of Project Agreement No. 2 is
amended to read as follows:
"14.1 No Assignment While Phase I
Indebtedness Outstandinq - This Agreement
shall inure to the benefit of and shall be
binding upon the respective successors and
assigns of the parties to this Agreement;
provided, however, that, except as provided
in Section 4.1.5.11 of this Agreement,
neither this Agreement nor any right or
interest herein shall be transferred or
assigned by any party hereto so long as any
Phase I Indebtedness is outstanding or until
adequate provision for the payment thereof
has been made in accordance with the
provisions of the applicable Indenture."
15. Section 17 of Project Agreement No. 2 is
amended to read as follows:
"17. APPENDICES
This Agreement includes Appendices A, B,
C and C-1 attached hereto and incorporated
herein by this reference. Such appendices
may be modified from time to time to the
extent authorized by this Agreement."
16. Section 21 is hereby added to Project Agreement
No. 2 to read as follows:
"21 WITHDRAWAL OF THE CITIES OF BIGGS AND
GRIDLEY
21.1 The City of Biggs and the City of
Gridley each: (i) relinquishes all of its
respective zights and interests under the
Agreement; and (ii) elects, pursuant to
Section 15 of the Joint Powers Agreement, not
to participate further in the Project or any
Project Agreement (as defined in the Joint
Powers Agreement) relating thereto; provided,
however, that nothing contained in this
Agreement, including without limitation this
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Section 21 or Appendix C-i, shall relieve, or
be construed as relieving, either the City of
Biggs or the City of Gridley of any
obligations to make payments with respect to
TANC's outstanding Revenue Anticipation
Notes, Series 1985 pursuant to the Agreement
as in effect on the date of issuance thereof.
21.2 This Section 21 shall satisfy all
notice requirements with respect to the
withdrawal of the Cities of Biggs and Gridley
from the Project under the Agreement. The
Cities of Biggs and Gridley each recognize
and agree that no amounts are due such
respective Cities pursuant to the Agreement
as a result of, or in connection with, such
withdrawal.
21.3 Upon the payment of TANC's Revenue
Anticipation Notes, Series 1985, or provision
for such payment being made in accordance
with the applicable Indenture, neither the
City of Biggs nor the City of Gridley shall
be considered a Member for purposes of this
Agreement and shall have no further rights or
obligations under this Agreement, including,
without limitation: (i) the right or
obligation to consent to, or approve, any
amendment, supplement, or extension of this
Agreement; or (ii) the obligation to make any
payments under this Agreement, including any
payments with respect to Phase I Indebtedness
issued on or after the Phase I Closing Date."
17. Section 22 is hereby added to Project Agreement
No. 2 to read as follows:
"22 DISTRIBUTION OF ASSETS
22.1 Notwithstanding anything to the
contrary contained in Section 21 of the Joint
Powers Agreement, but subject in all events
to the provisions of the Intertie Agreements:
22.1.1 Except as otherwise provided in
Section 22.1.3, in the event TANC terminates
its participation in the Project and other
Participants determine to pursue the Project,
TANC may transfer any assets acquired in
connection with the Project as Project
Manager, and all of its right, title and
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interest therein as a Participant, whether
real or personal property, but only upon
payment, or provision for payment
satisfactory to TANC, of the amount paid by
the respective Members to discharge such
Member's Financing Participation Percentage
of any Phase I Indebtedness not therefore
reimbursed, (which amounts shall be
distributed to the respective ~embers), and
to the extent the amount realized upon such
sale, transfer, or other disposition exceeds
the amount of such payments relating to Phase
I Indebtedness, to distribute to all Members
not then in default, in the Participation
Percentages of such Members, the amount of
such excess.
22.1.2 Except as otherwise provided in
Section 22.1.3, in the event TANC terminates
its participation in the Project and no other
Participant determines to pursue the Project,
TANC may distribute to all Members not then
in default, or may sell, transfer, or
otherwise dispose of and distribute to all
Members not then in default the proceeds of
such sale, transfer, or other disposition, in
each case in the Participation Percentages of
such Members, any assets acquired in
connection with the Project as Project
Manager, and all of its right, title, and
interest therein as a Participant.
22.1.3 In the event TANC terminates its
participation in the Project and either TANC
or some or all of its Members, whether or not
together with one or more of the parties
which are Participants in the Project,
determines to pursue a successor or alternate
project which would benefit from the work
performed or the assets acquired by TANC in
connection with the Project as Project
Manager, whether real or personal property,
TANC may sell, transfer, or otherwise dispose
of such work or assets, and all of its right,
title, and interest therein as a Participant,
but only upon payment, or provision for
payment satisfactory to TANC, of the amount
paid by each Member to discharge such
Member's Financing Participation Percentage
of any Phase I Indebtedness not therefore
reimbursed, (which amounts shall be
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distributed to the respective members), and,
to the extent the amount realized upon such
sale, transfer, or other disposition exceeds
the amount of such payments relating to Phase
I Indebtedness, to distribute to all Members
not then in default, in the Participation
Percentages of such Members, the amount of
such excess.
18. Appendix C to Project Agreement No. 2 is
amended by adding thereto Appendix C-1 in the form attached
hereto.
19. Except as modified herein, all provisions of
Project Agreement No. 2, as amended and supplemented by
Amendment No..l, shall remain in full force and effect.
20. This Amendment No. 2 may be executed in several
counterparts, each of which shall be deemed to be an original
and all of which, when taken together, shall constitute a
single agreement.
IN WITNESS WHEREOF, the Parties have executed this
Amendment No. 2 as of the date first written above.
CITY OF ALAMEDA
By
And
Address
CITY OF BIGGS
By
And
Address
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CITY OF
By
And
Address
GRIDLEY
CITY OF
By
And
Address
HEALDSBURG
CITY OF LODI
By
And
Address
CITY OF LOMPOC
By
And
Address
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MODESTO IRRIGATION DISTRICT
By
And
Address
CITY OF PALO ALTO
By
And
Address
CITY OF REDDING
By
And
Address
CITY OF ROSEVILLE
By
And
Address
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SACRAMENTO MUNICIPAL UTILITY
DISTRICT
By
And
Address
CITY OF SANTA CLARA
By
And
Address
TURLOCK IRRIGATION DISTRICT
By
And
Address
CITY OF UKIAH ~
And
Address
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PLUMAS-SIERRA RURAL ELECTRIC
COOPERATIVE
By
And
Address
TRANSMISSION AGENCY OF NORTHERN
CALIFORNIA
By
And
Address P. 0. Box 661030
Sacramento, CA 95866
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APPENDIX C-1
PARTICIPATION PERCENTAGES
Member
City of Alameda
City of Biggs
City of Gridley
City of Healdsburg
City of Lodi
City of Lompoc
Modesto Irrigation District
City of Palo Alto
City of Redding
City of Roseville
Plumas-Sierra Rural
Electric Cooperative
Sacramento Municipal
Utility District
City of Santa Clara
Turlock Irrigation District
City of Ukiah
Percentaqes
1.713
0.0
0.0
0.357
1.686
0.408
19.200
4.254
6.400
1.455
0.358
30.600
20.200
12.900
0.469
100.000
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