CITY OF HEALDSBURG
CITY COUNCIL/REDEVELOPMENT
SUCCESSOR AGENCY
REGULAR MEETING AGENDA
Meeting Date: June 15, 2026
Time: 06:00 PM
City Hall Council Chamber
401 Grove Street
Healdsburg, CA 95448
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Interpretation Services
Interpretation services are available on-site during City Council meetings. To utilize this service, please see the interpreter located in the back of the Council Chamber.
CALL TO ORDER/ROLL CALL
Pledge of Allegiance
Approval of Agenda
REPORT ON CLOSED SESSION(S)
ANNOUNCEMENTS/PRESENTATIONS
Proclamation Declaring July 2026 as Parks Make Life Better Month Proclamation Declaring June 22-28, 2026 as Pollinator Week
CITY MANAGER REPORTS
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PUBLIC COMMENTS ON ITEMS ON THE CONSENT CALENDAR AND NON
AGENDA ITEMS
This time is set aside to receive comments from the public on any item of interest to the public within the subject matter jurisdiction of the Council, other than scheduled agenda items. Pursuant to the Brown Act, however, the City Council cannot consider any issues or take action on any requests during this comment period. Public comment on non-agenda items is limited to thirty (30) minutes total for all speakers, with each speaker given no more than three (3) minutes. If there are more than ten (10) audience/public comment speakers, the Mayor may reduce each speaker’s time from three (3) minutes so that all speakers have an equal time to speak. At the Mayor’s discretion, the public comment period may be extended past 30 minutes. Members from the public wishing to speak on a Consent Agenda item should notify the Mayor during Public Comments.
CONSENT CALENDAR
The following items listed on the Consent Calendar are considered routine in nature or have been previously reviewed by the Council and require little or no further discussion by the Council, public, or applicant and action will be taken by the City Council by a single motion. A Councilmember may request that an item be removed from the Consent Calendar and action taken separately. Consent by a majority of the Councilmembers present will be required in order to remove the item. In the event an item is removed, the matter will be considered immediately following the adoption of the Consent Calendar.
Resolution Consolidating the General Municipal Election with the Statewide General Election
Adopt a Resolution (1) calling and giving notice of a general municipal election to be held on November 3, 2026 for the election of two City Council Members; (2) requesting the Board of Supervisors of the County of Sonoma to consolidate a general municipal election to be held on November 3, 2026, with the Statewide General Election pursuant to Section 10403 of the Elections Code; (3) authorizing the City Manager to reimburse the County of Sonoma for the costs to conduct the election; and (4) approving guidelines for conducting said election.
Professional Services Agreement with the Humane Society of Sonoma County for Animal Care and Control Services
Adopt a Resolution approving a Professional Services Agreement with the Humane Society of Sonoma County for animal care and control services for an amount notto-exceed $266,609 annually and authorizing the City Manager to execute the original contract and execute amendments to extend an additional year for a total contract amount of $533,218.
Professional Services Agreement with Child Parent Institute for Juvenile
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Diversion Services
Adopt a Resolution approving an amendment to a Professional Services Agreement with Child Parent Institute to provide for youth diversion services through its SchoolBased Services Juvenile Diversion Program (JDP) for an amount not-to-exceed $40,000 per year for a three year period and authorizing the City Manager to execute the agreement.
Axon Contract Consolidation and Renewal
Adopt a Resolution approving a five-year agreement with Axon Enterprises in an amount not-to-exceed $573,808.05 over a five-year period and authorizing the City Manager to execute the agreement on behalf of the City.
Amendment to Villa Chanticleer Modernization Project Agreement with Axia Architects for Design, Bidding, and Construction Administration Services
Adopt a Resolution approving an amendment to the Professional Services Agreement with Axia Architects for design, bidding support, and construction administration services for the Villa Chanticleer Modernization Project increasing the not-to-exceed amount by $102,737 for a total not-to-exceed amount of $136,442 and authorizing the City Manager to execute the amendment and change orders up to 10% of the amended agreement amount.
Extension of Memorandum of Understanding with Magical Bridge Foundation
Adopt a Resolution approving an amendment to the Memorandum of Understanding with Magical Bridge Foundation extending the term of the agreement and authorizing the City Manager to execute the amendment.
Amendment No. 1 to Project Agreement No. 3 – Transmission Agency of Northern California
Adopt a Resolution approving the execution of Amendment No. 1 to Project Agreement No. 3 by and among the Transmission Agency of Northern California (TANC) and its Members, the Cities of Alameda, 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 (the “Members”).
Amendment to Agreement with NV5
Adopt a Resolution authorizing the City Manager to approve Amendment No. 1 to a Professional Services Agreement for Electrical Engineering support services with NV5 increasing the not to exceed amount by $51,000 for a total not-to-exceed
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amount of $100,000.
Physical Security Plan for City Electric Facilities as Required by CPUC Decision 19-01-018
Adopt a Resolution approving the Physical Security Plan as compliant with California Public Utilities Commission (CPUC).
2025 Urban Water Management Plan
Adopt a Resolution adopting the City of Healdsburg’s 2025 Urban Water Management Plan (UWMP) and Water Shortage Contingency Plan and authorize staff to submit the UMWP and Water Shortage Contingency Plan to the State.
Water Waste Prohibitions and Water Shortage Contingency Plan Pass an Ordinance by title only and waiving further reading of the text, an Ordinance of the City of Healdsburg Adding Section 13.12.210, Water Waste Prohibitions, to the Municipal Code and amending Section 13.12.220, Water Shortage Contingency Plan, of the Municipal Code.
Healdsburg Swim Center Joint Use Agreement Amendment
Adopt a Resolution approving an amendment to the Joint Use Agreement between the City of Healdsburg and the Healdsburg Unified School District for the Healdsburg Swim Center specifying reimbursement to the District for operation and maintenance costs and authorizing the City Manager to execute the amendment.
Conditional Award of the Traffic Signal Maintenance Contract to DC Electric Group, Inc.
Adopt a Resolution conditionally awarding a contract to DC Electric Group, Inc. to provide Traffic Signal Maintenance for an initial one-year term with an annual amount not-to-exceed $75,000 and authorizing the City Manager to execute the contract and up to four (4) one-year amendments extending the contract on behalf of the City, thereby approving a total five (5) year contract amount not-to-exceed $375,000.
Fire Protection Services Agreement with Northern Sonoma County Fire Protection District
Adopt a Resolution approving an agreement with Northern Sonoma County Fire Protection District relating to fire protection services and authorizing the City Manager to execute the agreement.
Acceptance of the Victory Apartments Rehabilitation Project as Complete and Authorization to File a Notice of Completion
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Adopt a Resolution accepting the Victory Apartments Rehabilitation Project at 306/308 East Street as complete and authorizing staff to file a Notice of Completion with the Sonoma County Recorder’s Office.
L&M Village Quarterly Report
Receive the L&M Village Quarterly Update.
Amendment to the Lease, Funding, and Service Agreement with Reach for Home for the L&M Village and Approval of Fiscal Year 2026-27 Terms of Service
Adopt a Resolution approving the Fifth Amendment to the Lease, Funding, and Service Agreement with Reach for Home for operation of the L&M Village, approving the Fiscal Year 2026-27 Terms of Service, and authorizing the City Manager to execute any documents necessary to effectuate the transaction.
Professional Services Agreement with Reach for Home for Street Outreach and Prevention Services
Adopt a Resolution approving a Professional Services Agreement with Reach for Home for services to individuals experiencing homelessness and those at risk of becoming homeless, for an initial one-year term ending June 30, 2027, with up to two additional one-year renewals, and authorizing the City Manager to execute said agreement.
Approval of Minutes
Approve the June 1, 2026 Regular Meeting Minutes.
PUBLIC HEARINGS
Landscaping and Lighting Assessment District
Hold a public hearing and receive public comments or protests on the Annual Engineer’s Report, the proposed budget, and proposed annual assessments for the Healdsburg Landscaping and Lighting Assessment District (Assessment District); and
1. Adopt a Resolution accepting the Annual Engineer’s Report, confirming the assessment diagram and annual assessment amounts, and the levying and collection of assessments for FY 2026-27 for the Assessment District.
2. BUSINESS ITEMS
Railroad Quiet Zone Analysis
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Adopt a Resolution authorizing the City Manager to execute a Professional Services Agreement with RailPros in the not-to-exceed amount of $148,909 to perform a quiet zone feasibility analysis and risk calculations as well as prepare documentation to issue a notice of intent and notice of establishment of a quiet zone in accordance with Federal Rail Administration requirements. This action also includes authorizing a budget amendment in the not-to-exceed amount of $148,909 to amend the Fiscal Year 2026-27 budget as shown in Exhibit A to the resolution for this item.
Abel De Luna Community Center Multicultural Center and Resilience Hub Tier 1 Painting Contract Award
Adopt a Resolution conditionally awarding the contract for the Abel De Luna Community Center Multicultural Center and Resilience Hub Tier 1 Painting project to Affordable Quality Painting, Inc. in an amount not-to-exceed $156,200; authorizing the City Manager to execute the contract; and authorizing the City Manager to negotiate and approve contract change orders up to 12% of the original amount.
Breathless Wines Request to Operate Pedicab
Adopt a Resolution authorizing Breathless Sparkling Wines, LLC to operate a sixpassenger electric pedal-assist pedicab business within the City of Healdsburg, subject to route approval by the Healdsburg Police Department, and subject to the conditions previously established by the City Council for pedicab operations, including the prohibition on consumption of alcoholic beverages on board the pedicab and the prohibition on the use of amplified sound.
Sonoma County Library Commission Appointment
Appoint a Healdsburg Representative to the Sonoma County Library Commission for a term of four years due to expire August 1, 2030.
Appointment of a new Planning Commissioner
By motion, appoint three applicants to the Planning Commission for a term of four years due to expire June 30, 2030.
COUNCIL REPORTS ON MATTERS OF INTEREST OCCURRING SINCE
PREVIOUS REGULAR MEETING/EXPENSE REIMBURSEMENT REPORTS
WRITTEN COMMUNICATIONS
Written Communication from Community Services Director Themig regarding Parks and Recreation Commission actions taken on May 13, 2026
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No action required.
Written Communication from Community Services Director Themig regarding Arts and Culture Commission actions taken on May 27, 2026 No action required.
Written Communication from Community Development Director Scott Duiven regarding Station Area Specific Plan Community Advisory Committee actions taken on June 3, 2026
No action required.
Written Communication from Community Development Director Scott Duiven regarding Planning Commission actions taken on June 9, 2026 No action required.
ADJOURN CITY COUNCIL/RSA MEETING
FUTURE AGENDA ITEMS
Future Agenda Items for 2026
SB 343 - DOCUMENTS RELATED TO OPEN SESSION AGENDAS: Any writings or documents provided to a majority of the City Council/Redevelopment Successor Agency Board regarding any item on this agenda after the posting of this agenda and not otherwise exempt from disclosure, will be made available for public review in the City Clerk's Office located at City Hall, 401 Grove Street, Healdsburg, during normal business hours. If supplemental materials are made available to the members of the City Council/Redevelopment Successor Agency Board at the meeting, a copy will be available for public review at the City Hall Council Chambers, 401 Grove Street, Healdsburg, CA 95448.
These writings will be made available in appropriate alternative formats upon request by a person with a disability, as required by the Americans with Disabilities Act.
DISABLED ACCOMMODATIONS: The City of Healdsburg will make reasonable accommodations for persons having special needs due to disabilities. Please contact Raina Allan, City Clerk, at Healdsburg City Hall, 401 Grove Street, Healdsburg, California, 431-3317, at least 72 hours prior to the meeting, to ensure the necessary accommodations are made.
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CITY OF HEALDSBURG
PROCLAMATION
A PROCLAMATION OF THE CITY COUNCIL OF THE CITY
OF HEALDSBURG RECOGNIZING JULY 2026 AS PARKS
MAKE LIFE BETTER MONTH IN THE CITY OF
HEALDSBURG
WHEREAS, Healdsburg Parks and Recreation, also known as the Community Services Department, creates memorable experiences through youth sports and enrichment activities, a robust senior center, adult fitness, education, and enrichment programs, free community-focused events, arts and cultural celebrations, and so much more; and WHEREAS, Healdsburg Community Services supports human development and endless learning opportunities that foster social, intellectual, physical, and emotional growth in people of all ages and abilities; and
WHEREAS, Healdsburg Community Services play a significant role in enhancing the quality of life in communities, while providing open space for people to engage in recreational activities, and gather and interact with others; and
WHEREAS, Parks, such as Badger Park, Giorgi Park, Barbieri Park, Laura Fish Somersal Park, Recreation Park, the Healdsburg Ridge, and Fitch Mountain provide access to outdoor spaces for all ages and ability levels to enjoy; and support the economic vitality of our community by hosting events, creating jobs, and enhancing property values; and WHEREAS, Healdsburg Community Services sustains and stewards our natural resources by protecting habitats and open space, connecting people to nature, and promoting the ecological function of parkland; and
WHEREAS, Healdsburg Community Services play a significant role in enhancing the quality of life in communities. The Healdsburg Community Services Department and volunteers help to build a stronger, more vibrant community by offering extensive recreational programming while providing open space for people to engage in recreational activities, to gather, connect, and interact with one another.
NOW THEREFORE BE IT PROCLAIMED that the City Council of the City of Healdsburg does hereby proclaim July 2026 as Parks Make Life Better Month and encourages all residents to celebrate our local parks, utilize our recreation programs.
DATED: June 15, 2026
SO ORDERED:
___________________________________
J. Chris Herrod, Mayor
Item 3.a
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CITY OF HEALDSBURG
PROCLAMATION
A PROCLAMATION OF THE CITY COUNCIL OF THE CITY
OF HEALDSBURG DECLARING JUNE 22-28, 2026 AS
POLLINATOR WEEK IN THE CITY OF HEALDSBURG
WHEREAS, pollinator species such as birds, bats, bees, butterflies, moths, beetles, and other insects are essential partners in our ecosystem, playing a critical role in the reproduction of native vegetation and the health of our natural landscapes; and WHEREAS, pollination is vital to agricultural production, supporting the cultivation of fruits, vegetables, and nuts that contribute significantly to our local economy and food security; and
WHEREAS, the 2026 National Pollinator Week theme, "Life on a Leaf: Celebrating Caterpillars and Host Plants," highlights the critical relationship between native vegetation and the early life stages of approximately 11,000 species of moths and 750 species of butterflies in the United States; and
WHEREAS, a healthy pollinator population requires robust habitat, including native host plants and nectar-producing flowers, which face ongoing challenges from habitat loss, fragmentation, and environmental changes; and
WHEREAS, municipalities, community organizations, and residents can play an active role in pollinator conservation by planting native species, establishing community gardens, and participating in global community science efforts like the Pollinator Week BioBlitz.
NOW, THEREFORE, BE IT PROCLAIMED, the City Council of the City of Healdsburg hereby declares the week of June 22-28, 2026 as Pollinator Week in the City of Healdsburg.
DATED: June 15, 2026
SO ORDERED:
___________________________________
J. Chris Herrod, Mayor
Item 3.b
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CITY OF HEALDSBURG
CITY COUNCIL AGENDA STAFF REPORT
MEETING DATE: June 15, 2026
SUBJECT: Resolution Consolidating the General Municipal Election with the Statewide General Election
PREPARED BY: Raina Allan, City Clerk
STRATEGIC INITIATIVE(S):
Effective & Efficient Government
Provide Effective Governance
RECOMMENDED ACTION(S):
Adopt a Resolution (1) calling and giving notice of a general municipal election to be held on November 3, 2026 for the election of two City Council Members; (2) requesting the Board of Supervisors of the County of Sonoma to consolidate a general municipal election to be held on November 3, 2026, with the Statewide General Election pursuant to Section 10403 of the Elections Code; (3) authorizing the City Manager to reimburse the County of Sonoma for the costs to conduct the election; and (4) approving guidelines for conducting said election.
COMMUNITY ENGAGEMENT/OUTREACH:
Not applicable.
BACKGROUND:
Elections for two City Council districts are scheduled to take place in November 2026. These elections, for districts 2 and 4, will be Healdsburg’s first City Council election since the establishment of a district-based election system last year. Pursuant to City Council Ordinance No. 797, the City of Healdsburg must hold its General Municipal Election the same day as the Statewide General Election. The City of Healdsburg has entered into an agreement with the County of Sonoma for the County Registrar of Voters Office to assist the City in conducting its municipal elections. The cost to the City is its pro-rata share of the expenses incurred by the County on a per voter basis plus direct costs for such items as publication of legal notices, typesetting and mailing of the sample ballot.
DISCUSSION/ANALYSIS:
Attached, for the City Council’s review and action, is a resolution: (1) calling for a General Municipal Election to be held November 3, 2026 for the purpose of electing two Council Members; Item 6.a
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(2) requesting the Board of Supervisors of the County of Sonoma to consolidate the Municipal Election with the Statewide General Election pursuant to Section 10403 of the Elections Code; (3) authorizing the City Manager to reimburse the County of Sonoma for the costs to conduct the election; and (4) approving guidelines for conducting said election. The guidelines include the following provisions:
1. No fee for the filing of nomination papers by City Council candidates.
2. A limit of 200 words for an optional Candidate Statement of Qualifications. The cost will be the responsibility of the candidate. The estimated cost is still under review at the County level. The cost will be included is election information when it is distributed to each candidate. The candidate will be charged for the actual costs incurred in the typesetting and printing of the optional Statement of Qualifications in the Voter Information Pamphlet.
3. No other election campaign material other than the statement of qualifications shall be permitted to be sent in the mailing of sample ballots.
4. Campaign contributions will be limited as set forth in Ordinance Nos. 1009 and 1163.
ENVIRONMENTAL STEWARDSHIP:
Not applicable.
ALTERNATIVES:
The City Council could opt to direct staff to hold a stand-alone election. Under this option the City would have to perform all the tasks that have been outsourced to the Sonoma County Registrar of Voters, including preparing and printing all the election materials, hiring poll workers, and counting the ballots on election night. The cost of a stand-alone election would be significantly higher than consolidating with the County of Sonoma.
FISCAL IMPACT:
Funding has been included as part of the proposed Fiscal Year 2026-27 General Fund budget, and the total cost is estimated at $50,000.
ENVIRONMENTAL ANALYSIS:
Pursuant to Section 15378(b)(5) of the California Environmental Quality Act (“CEQA”) Guidelines, approval of this resolution is an administrative activity of the City and will not result in direct or indirect physical changes in the environment and is therefore not a project for purposes of CEQA.
ATTACHMENT(S):
Resolution
Item 6.a
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CITY OF HEALDSBURG
RESOLUTION NO. -2026
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF HEALDSBURG, CALIFORNIA (1) CALLING AND GIVING NOTICE OF A GENERAL
MUNICIPAL ELECTION TO BE HELD ON NOVEMBER 3, 2026 FOR THE ELECTION OF TWO CITY COUNCIL MEMBERS; (2) REQUESTING THE
BOARD OF SUPERVISORS OF THE COUNTY OF SONOMA TO
CONSOLIDATE THE GENERAL MUNICIPAL ELECTION TO BE HELD ON NOVEMBER 3, 2026 WITH THE STATEWIDE GENERAL ELECTION
PURSUANT TO SECTION 10403 OF THE ELECTIONS CODE AND TO
PERMIT THE SONOMA COUNTY DEPARTMENT OF ELECTIONS TO
CONDUCT SAID ELECTION; (3) AUTHORIZING THE CITY MANAGER TO
REIMBURSE THE COUNTY OF SONOMA FOR THE COSTS TO CONDUCT THE ELECTION; AND (4) APPROVING GUIDELINES FOR CONDUCTING
SAID ELECTION
WHEREAS, pursuant to Healdsburg Municipal Code section 2.40.010, the general municipal election of the City shall be held on the same day as the statewide general election; and WHEREAS, the City of Healdsburg will hold a General Municipal election on Tuesday, November 3, 2026 for two out of five City of Healdsburg City Council District seats for the following terms:
Election of one (1) City Council member to District Two for a full term of four years, to expire in 2030; and
Election of one (1) City Council member to District Four for a full term of four years, to expire in 2030.
WHEREAS, the County of Sonoma will be conducting a statewide general election in Healdsburg on November 3, 2026; and
WHEREAS, it is in the best interest of the City of Healdsburg to consolidate the City election with the County election to be conducted on November 3, 2026; and WHEREAS, pursuant to Elections Code Section 10002, the governing body of any city may by resolution request the Board of Supervisors of the county to permit the county elections official to render specified services to the City or district relating to the conduct of an election, subject to the City reimbursing the County in full for the services performed upon presentation of a bill to the City; and
WHEREAS, pursuant to Elections Code Section 10400, whenever two or more elections are called to be held on the same day, in the same territory, or in territory that is in part the same, they may be consolidated upon the order of the governing body or bodies or officer or officers calling the elections; and
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Resolution No. -2026
WHEREAS, pursuant to Elections Code Section 10403, whenever an election called by a city for the submission of any office to be filled is to be consolidated with a statewide election, and the office to be filled is to appear upon the same ballot as that provided for that statewide election, the city shall, at least 88 days prior to the date of the election, file with the board of supervisors, and a copy with the elections official, a resolution of its governing board requesting the consolidation, and setting forth the exact form of any office to be voted upon at the election, as it is to appear on the ballot; and
WHEREAS, the City Council of the City of Healdsburg hereby requests the County Clerk of Sonoma County provide election services that are normally provided to the City of Healdsburg.
NOW THEREFORE, BE IT RESOLVED that the City Council of the City of Healdsburg does resolve, declare, determine and order as follows:
Section 1. The City Council hereby calls for and orders an election to be held in the City of Healdsburg, California on Tuesday, November 3, 2026, a General Municipal Election for the purpose of electing the following:
(1) Electing one Councilmember to District Two for a full term of four years, to expire in 2030;
(2) Electing one Councilmember to District Four for a full term of four years, to expire in 2030.
Section 2. That the ballots to be used at the election shall be in the form and content as required by law.
Section 3. Pursuant to Elections Code Sections 10400 and 10403, the City Council hereby orders an election be called and consolidated with any and all elections also called to be held on November 3, 2026, within the same territory. Further, pursuant to Elections Code Section 10002, the City Council hereby requests the Board of Supervisors of the County of Sonoma to consolidate the election for the above referenced two City Council District seats with the November 3, 2026, general election and to permit the Sonoma County Elections Department to provide any and all services necessary for conducting the election. The County of Sonoma and its staff are authorized and instructed to procure and furnish any and all official ballots, notices, printed matter and all supplies and equipment and other necessary items in order to properly and lawfully conduct the election; the County of Sonoma is authorized to canvass the returns of the election, which shall be held in all respects as if there were only one election, and only one form of ballot shall be used; and the City Council recognizes that additional cost will be incurred by the County of Sonoma by reason of the consolidation of the election with the Statewide election and agrees to reimburse the County of Sonoma for any costs that are not reimbursed by the State, and the City Council hereby authorizes the City Manager to pay the County of Sonoma for said services in full.
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Resolution No. -2026
Section 4. The City Council hereby directs the City Clerk to (i) publish a notice of elections, including all information required by Elections Code Section 12101; (ii) take necessary actions to ensure the placement of each of the abovementioned vacant City Council seats on the November 3, 2026 ballot; and (iii) coordinate with the County of Sonoma and take all necessary actions to oversee and certify the November 3, 2026 election process as required by the Elections Code.
Section 5. The attached Exhibit A, “Guidelines for Conducting the November 3, 2026, Election,” including polling hours is hereby approved and incorporated herein as set forth in full.
Section 6. The notice of the time and place of holding the election is given and the City Clerk is authorized, instructed, and directed to give further or additional notice of the election, in time, form and manner as required by law.
Section 7. The City Council acknowledges that the consolidated election will be held and conducted in the manner prescribed in Elections Code section 10418.
Section 8. For purposes of the California Environmental Quality Act (Public Resources Code Section 21000, et seq.), a “project” is defined in State CEQA Guidelines Section 15378 (a) as “the whole of an action, which has a potential for resulting in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment”. The City Council hereby finds that the proposed Ordinance will not result in any change in the environment and thus is not a project subject to the requirements of CEQA.
Section 9. That the City Clerk is hereby directed to file a certified copy of this resolution with the Sonoma County Board of Supervisors and the Registrar of Voters of the County of Sonoma. The election shall be held in all respects as if there were only one election, and only one form of ballot shall be used.
Section 10. In all particulars not recited in this resolution, the election shall be held and conducted as provided by State law for holding municipal elections.
Section 11. This Resolution shall take effect upon its adoption.
PASSED, APPROVED AND ADOPTED by the City Council of the City of Healdsburg, this 15th day of June 2026 by the following vote:
SO ORDERED: ATTEST:
J. Chris Herrod, Mayor Raina Allan, City Clerk
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Resolution No. -2026
EXHIBIT A
CITY OF HEALDSBURG
POLICY FOR CONDUCTING THE NOVEMBER 3, 2026 ELECTION
1. NOMINATION PAPERS - No fee will be charged for the filing of nomination papers.
2. CANDIDATE'S STATEMENT OF QUALIFICATIONS - The number of words contained in a Candidate's Statement of Qualifications will be limited to 200 words. The candidate will be charged for the costs incurred in the printing of the optional Statement of Qualifications in the Voter Information Pamphlet. The candidate will be required to pay the estimated cost provided by the County of Sonoma at the time that the Nomination Papers are filed, which includes the cost of translation of all Candidate’s Statements into Spanish. Sonoma County was designated by the U.S. Department of Justice as a “bilingual county” in late 2021. The estimated cost is just an approximation of the actual cost that varies from one election to another election and may be significantly more or less than the estimate, depending on the actual number of candidates filing statements.
After the election, the City will reimburse any excess money collected and/or will bill the candidate for any amount due.
3. ADDITIONAL MATERIAL - No other election campaign material other than the statement of qualifications shall be permitted to be sent in the mailing of sample ballots.
4. CAMPAIGN CONTRIBUTIONS - Campaign contributions will be limited as set forth in Ordinance Nos. 1009 and 1163 and as regulated by the Fair Political Practices Commission.
5. POLLING PLACE - The election polls shall remain open between the hours of 7:00 A.M. and 8:00 P.M.
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CITY OF HEALDSBURG
CITY COUNCIL AGENDA STAFF REPORT
MEETING DATE: June 15, 2026
SUBJECT: Professional Services Agreement with the Humane Society of Sonoma County for Animal Care and Control Services
PREPARED BY: Matt Jenkins, Chief of Police
STRATEGIC INITIATIVE(S):
Maintain and Enhance Public Safety
RECOMMENDED ACTION(S):
Adopt a Resolution approving a Professional Services Agreement with the Humane Society of Sonoma County for animal care and control services for an amount not-to-exceed $266,609 annually and authorizing the City Manager to execute the original contract and execute amendments to extend an additional year for a total contract amount of $533,218.
COMMUNITY ENGAGEMENT/OUTREACH:
The initial awarding of this contract in 2014 had extensive public outreach, including a request for proposal and a citizen review panel. Subsequent contract renewals have not resulted in additional public outreach.
BACKGROUND:
In April 2014, the Humane Society of Sonoma County (HSSC) entered into a professional services agreement with the City to provide animal care and control services following a request for proposal and an extensive evaluation process. The initial period was for three years and was renewed in 2017, 2020, and 2023 for additional periods. The current agreement is set to expire on June 30, 2026.
HSSC has been providing complete animal care and control services in accordance with Healdsburg Municipal Code Section 6.04 and California law under the terms of the agreement.
City staff has had a positive working relationship with HSSC staff and the City has received positive feedback about the levels of service they provide.
HSSC operates under a no-kill philosophy, which means that animals are euthanized only when their suffering cannot be remedied, or their behavior poses a danger to people or other animals.
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DISCUSSION/ANALYSIS:
Staff has been in discussions with HSSC leadership about the renewal of the current animal care and control services agreement. As a result of those discussions, HSSC has proposed an annual price of $266,609, which represents a 5% increase from the current contract amount of $253,800.
This increase allows HSSC to maintain current service levels and account for ongoing increases in operating costs including personnel, veterinary care, utilities, and contracted services.
Under the current and proposed agreements, HSSC provides animal regulation and sheltering services. For animal regulation services, HSSC subcontracts with Sonoma County Animal Services to provide in-field animal control services within the City boundaries. This arrangement changed approximately one year ago from the previous subcontractor, Northbay Animal Services.
Field services include, but are not limited to: response to requests for service from the Healdsburg Police Department; citizen complaints; license compliance; barking dogs; dangerous or vicious animals; bite investigations; routine patrol and investigations; removal of dead animals from City streets; patrol and response to calls in Healdsburg dog parks; and emergency services.
For sheltering, HSSC will provide full shelter services to all persons residing within the Healdsburg City limits, including, but not limited to: sheltering abandoned, unwanted or stray animals; adoptions; pre-adoption spays and neuters; animal licensing; and euthanasia.
The services provided under the attached proposal mirror the current agreement, and the attached scope of work outlines all services that HSSC will provide.
Staff recommends that the City Council adopt a resolution authorizing the City Manager to execute a PSA with HSSC for a two-year period.
ENVIRONMENTAL STEWARDSHIP:
Not applicable.
ALTERNATIVES:
The City Council may choose not to renew the contract with HSSC and direct staff to issue a request for proposal. Doing so would result in a significant delay, making it unlikely that a new contract would be in place prior to the expiration of the current contract.
FISCAL IMPACT:
The adopted Fiscal Year FY 2026-27 budget includes $266,609 in the Police Department contracted services account designated for animal care and control services. No additional appropriations will be necessary. Animal control fees will be collected directly by HSSC and/or the County of Sonoma Animal Services in accordance with the City adopted fee schedule and are not reported as revenues of the City. The fees collected supplement City contributions to support the animal care and control services.
ENVIRONMENTAL ANALYSIS:
The proposed action is not subject to the provisions of the California Environmental Quality Act ("CEQA") because it is not a project, since it will not have a direct or reasonably foreseeable indirect impact on the environment.
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ATTACHMENT(S):
Resolution
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CITY OF HEALDSBURG
RESOLUTION NO. __-2026
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
HEALDSBURG APPROVING A PROFESSIONAL SERVICES
AGREEMENT WITH THE HUMANE SOCIETY OF SONOMA
COUNTY FOR ANIMAL CARE AND CONTROL SERVICES FOR AN
AMOUNT NOT TO EXCEED $266,609 ANNUALLY AND
AUTHORIZING THE CITY MANAGER TO EXECUTE THE
ORIGINAL CONTRACT AND EXECUTE AMENDMENTS TO
EXTEND AN ADDITIONAL YEAR FOR A TOTAL CONTRACT
AMOUNT OF $533,218
WHEREAS, the City contracts for the provision of animal care and control services with the Humane Society of Sonoma County (HSSC); and
WHEREAS, the City’s current contract with HSSC ends on June 30, 2026; and WHEREAS, HSSC provided a proposal to continue offering complete animal care and control services for the amount of $266,609 per year for a 2-year term; and WHEREAS, staff procured partial funding for the replacement of radios through the State Homeland Security Grant Program; and
WHEREAS, the FY 2026-27 budget allocates funding in the amount of $266,609 to animal care and control services; and
WHEREAS, the proposed action is not subject to the provisions of the California Environmental Quality Act ("CEQA") because it is not a project, since it will not have a direct or reasonably foreseeable indirect impact on the environment.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Healdsburg hereby authorizes the City Manager or designee to execute a Professional Services Agreement with Humane Society of Sonoma County for an expenditure amount not to exceed $266,609 per year for two years.
PASSED, APPROVED and ADOPTED this 15th day of June 2026, by the following vote:
SO ORDERED: ATTEST:
J. Chris Herrod, Mayor
Raina Allan, City Clerk
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Exhibit A
to
Subcontractor Agreement - Humane Society of Sonoma County
EXHIBIT A
Subcontractor Agreement
of
Humane Society of Sonoma County
SCOPE OF SERVICES
A. Shelter Services
HSSC shall provide full shelter services to all people residing within the Healdsburg city limits.
These services will include, but are not limited to sheltering abandoned, unwanted or stray animals, adoptions, pre-adoption spays and neuters, and euthanasia. HSSC will provide the following services:
1. Acceptance of stray animals from the City of Healdsburg;
2. Pet Adoptions;
3. Spay and Neuter of all unaltered animals prior to adoption;
4. Euthanasia of animals who are irremediably suffering or which pose a danger to the community; and
5. Acceptance of owner surrenders for City residents by appointment and as space allows.
6. Interior drop-off kennels will be available to the Healdsburg Police Department at all hours.
Animal Control Field services sub contractor shall be provided office space and access to HSSC’s shelter within the scope of its obligations of this Agreement.
Healdsburg Shelter Business Hours: HSSC will maintain a shelter open to the public from 9:00 a.m. to 5:30 p.m. Monday through Saturday, excluding City recognized holidays. HSSC may change the hours of operation with 30 days written notice to City.
Housing of Animals: While at its shelter, HSSC shall be solely responsible for the costs associated with the care and feeding of animals for any time periods beyond the minimum impoundment periods established in the Healdsburg Municipal Code.
B. Animal Regulation Services
HSSC will subcontract with a qualified animal control provider (“Contractor”) to ensure continuous, quality animal control services to City.
Contractor will provide animal control and licensing services for the City of Healdsburg.
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Field Services
Contractor will provide animal control regulation (field) services to the City of Healdsburg as outlined in the subsequent paragraphs.
Regular Field Service Hours: Animal Control field hours are 7:30 a.m. – 5:30 p.m. seven days a week. On county/city-observed holidays, the on-call ACO is available by telephone. The ACO working the holiday will contact Healdsburg Police Department's dispatchers to provide his or her contact information. Animal related complaints received by the City or the police department outside of regular service hours may be forwarded to Contractor for follow-up.
Response Time During Regular Service Hours: No specific response time can be guaranteed. To accommodate the level of service required by the City of Healdsburg, an ACO will be assigned specifically to the City and surrounding areas during regular field service hours.
Emergency: We will provide response to injured or sick animals and other emergencies involving danger to humans as priority calls during normal business hours within 30mins or less and within 90 minutes or less outside of normal operating hours.
Non-Emergency: Contractor will respond to non-emergency calls as soon as possible based on appropriately prioritizing pending calls for service.
Veterinary Care and Treatment: HSSC will provide veterinary care for the majority of health care services during normal hours of operation. After hours and on recognized City/County holidays injured animals will be transported to local emergency animal hospitals for treatment if an owner isn't present or identified.
Routine Patrol: Animal Control Officers currently provide proactive patrols in all areas within the jurisdiction. Contractor ACOs increase patrols in areas that pose known challenges, such as parks, to improve compliance with local leash law ordinances.
Investigation and Response to the Following:
Animal Bites: Contractor takes all reported potential rabies exposures from local hospitals, veterinarians, municipal agencies, or directly from members of the community.
Upon receiving the report of a potential exposure, Animal Control Officers will immediately conduct an investigation, either in person or by phone, concerning the nature of the exposure and will take the appropriate measure based on CA H&S Code 120210 thru 121640 as well as the local municipal codes. Quarantine and/or testing will be conducted as required by law.
Animal Cruelty, Abuse, and Neglect: Contractor will collaborate with HSSC and City to ensure animal abuse cases are prosecuted. Officers will respond at any time day or night to investigate allegations of animal cruelty. Animals that are seized will be provided proper veterinary care or transported to a local veterinary partner for examination and treatment. Evidence will be collected and reports are submitted to the district attorney's office to prosecute the case.
Nuisance Animal Complaints: Animal Control Officers will respond to and process nuisance animal complaints in a timely manner. Response times will be consistent with those outlined in Field Service Hours section.
Impoundment of Animals:
Pick-up: ACOs will exercise the authority to impound domestic animals under the following circumstances:
a) If the ACO has a reasonable suspicion that the animal is a stray dog in violation of the leash law
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b) If the ACO has a reasonable suspicion that the animal is livestock in violation of any applicable prohibition of livestock at large.
c) If the ACO has a reasonable suspicion that the animal poses an immediate threat to public safety and welfare
d) If the person in care and control of the animal has been arrested, hospitalized, or is otherwise incapable of caring for the animal's immediate needs.
e) If the ACO has a reasonable suspicion that the animal is subject to rabies quarantine under CA CCR 2606. If an animal is subject to rabies quarantine, the ACO shall make a determination if the quarantine will be done in the home of the animal owner or if the animal shall be impounded and quarantined at the HSSC shelter.
Impounded domestic animals may be kept in the ACO's vehicle for an extended period of time while the ACO investigates the incident, attempts to locate the owner of the animal, or handles other calls for service. Live animals will not be kept in the vehicle for any period that may negatively affect the animal's health due to the animal's condition, environmental factors, or any other reason.
Return: ACOs will encourage the return of any lost/stray animal (impounded by field personnel) to the rightful owner in the field. Currently, ACOs do not collect impound fees in the field. If an ACO returns an animal to its owner, they will check to see if the dog is licensed, and, if not, a citation will be issued.
Enforcement- Issuance of Warnings and Citations: Contractor will enforce all appropriate animal control and care related provisions of the City of Healdsburg Municipal Code including the issuance of warning notices or citations as necessary for violations of the provisions of the Municipal Code or State law.
Emergency Services: After Hours Animal Control: Contractor will provide "on call” emergency response to any situation involving animal medical emergencies or danger to humans, upon being requested by the Healdsburg Police Department (HPD.) HPD should be prepared to respond to any animal control calls to protect the public until an ACO arrives. The ACO will be available to respond to Healdsburg "Priority Calls” defined as:
• Dangerous/aggressive domestic animal at large: The animal presents a clear threat to public safety and is currently at large or able to go at large at will. This may also include capturing a rabies-suspect animal in order to quarantine and test it. • Sick or injured domestic animal: The animal is in immediate need of emergency medical care or euthanasia and the person in care and control of the animal is not present or able to provide care for the animal. Domestic animals with minor injuries or illnesses, which do not present an immediate threat to the animal's safety and welfare, do not constitute an emergency. Sick or injured animals will be transported for emergency veterinary care by the ACO.
• Sick or injured livestock: In the case of sick or injured livestock, where possible, ACOs will contact a large-animal vet to respond and assess.
• Loose livestock: Livestock that is large enough to be a risk to public safety while at large.
This does not include loose small livestock such as chickens or rabbits. • Agency assist: Law enforcement officers from Healdsburg may request that Contractor pick up a stray animal impounded by HPD due to risk to public safety. This is a special circumstances approach that should not be used to address standard stray dog issues.
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• Owner arrest: An animal's owner is arrested, and the owner cannot arrange for friends or family to care for the animal.
Trapping: Contractor will provide trapping services to the residents of the City of Healdsburg involving domestic animals. Trapped, injured or sick wildlife can be transported to a California Fish and Wildlife licensed rehabilitation center during normal business hours. Response in these cases are not considered an emergency and will only be responded to during normal business hours. It is illegal for all California residents including Contractor ACOs to become involved in the trapping, taking, transportation, or rehabilitation of healthy wildlife for any reason except for the purpose of rabies control as allowed under the California Code of Regulations and the Health and Safety Code.
Dead Animals: Contractor will accept delivery from the City of the remains of domestic and small wild animals for disposal without a fee. City staff may, during normal business hours, drop off dead animals at the HSSC shelter at 555 Westside Road, Healdsburg. Contractor facilities cannot accommodate large, deceased animals. Deceased large animals or wildlife are to be transported to the Petaluma Livestock auction for disposal. Hauling for these animals is offered through a private company. Contractor ACOs will not respond to complaints or calls for dead animal pickup within the City limits. Contractor will refer callers to the designated service.
Wildlife Calls: ACOs will exercise the authority to impound wild animals only if the ACO has a reasonable suspicion that there is a possibility that the wild animal has exposed a human or domestic animal to rabies or if the wild animal is sick or injured and can be transported to a CA State licensed wildlife rehabilitation center.
Rabies Control
Vaccination: It is the responsibility of owners to make sure their animals are vaccinated. By law, a current rabies vaccination is required for a dog license to be valid. When a stray dog does not have a current rabies vaccination and/or license, the owner may receive a citation from an ACO. Per the Superior Court of California, only ACOs are authorized to issue citations. Animals (including dogs, cats, and livestock) that have bitten people or have been bitten by wild animals are quarantined based on California Department of Public Health policy.
The length of time an animal remains in quarantine is based on whether the domestic animal has a current rabies vaccination and the type of bite.
Microchip: As California law mandates, all dogs and cats that come to the shelter are microchipped prior to leaving the facility. We also offer microchipping for a small fee to walk-in customers.
Animal Impoundment: Animals with no identification are impounded for a minimum of 5 days.
If a dog has a microchip, is wearing a tag on its collar, or otherwise comes to us with owner identification, it is held for ten days in accordance with Sonoma County law. If there are holiday closures during this period, the hold time is extended to account for those days. If a dog comes to us with illness/injuries severe enough to cause suffering, and vet care will not alleviate the distress, the dog is humanely euthanized.
Cats are free to roam and not subject to "at large" ordinances. *SCAS Shelter Business Hours: Our shelter at 1247 Century Court is open to the public as described below. We reserve the right to reasonably change the business hours from time to time as deemed necessary. We will continue to work with contracted jurisdictions to identify those hours of operation that best meet community needs and expectations within available resources.
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Sunday – Monday Closed Tuesday-Saturday Phone calls: 9:00 a.m. – 5:30 p.m.
Walk-in Counter service: 10:00 a.m. – 5:00 p.m.
Adoptions and Redemptions: 12:00 p.m. – 4:30 p.m.
County Holidays Closed
Customer Service/Complaints: All Contractor staff focus on providing excellent customer service.
Contractor will collaborate with the City to designate a primary and alternate contact person for the purpose of addressing complaints. All complaints received by the City that require a response from Contractor will be made by telephone and/or electronic mail to the designated contact persons for the two parties. Contractor will provide an electronic mail response within two (2) business days as to the resolution or ongoing response on the matter.
State Mandated Bite Reports: Sonoma County Animal Services is responsible for submission of the annual State Mandated Bite Report to the California Department of Public Health (CDPH) for the entire county and completes this annually. Any reporting requested by the City can be provided as soon as available.
Staff Training: While operating its shelter and providing animal control services, Contractor assigns personnel that are trained, qualified, and authorized to administer and/or enforce all laws, rules and regulations; operate all necessary equipment, have the ability to recognize animal breeds, diseases, and injuries, and are competent to administer first aid to animals in the field. Contractor will ensure that any employee serving the City of Healdsburg is trained and currently certified, or will be certified within 60 days, in accordance with state standards.
Contractor will ensure that personnel maintain required certifications and maintain that status through the required continuing education.
Regulation
Enforcement: Sonoma County Animal Services sends all criminal cases, including violations of State anti-cruelty laws, to the District Attorney's office. The ACO investigating the case, the Supervising Animal Control Officer, and the Operations Manager all work closely with the attorney assigned to the case. Warrants are also filed with superior court judges to conduct investigations.
Licenses & Fees for Dogs: SCAS provides full dog-licensing services, including license enforcement activity, for the Unincorporated County and the City of Santa Rosa. In late 2013, we implemented online licensing services, in both English and Spanish. The City of Healdsburg license and other fees correlate with the County and City of Santa Rosa fees.
C. Statistical and Narrative Information
HSSC will collaborate with Contractor to provide quarterly reports to the City via Chief of Police.
This information will include community comments, statistical information that reflects a compliant culture within the City, the staff, and supporting agencies, and other information reasonably requested by the Chief.
Quarterly reporting shall include the following, in addition to those items required by the underlying Agreement:
• Animal intakes
• License compliance rates
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• Number of licenses sold with names, addresses and license number • Disposition of complaints regarding animals
• Dangerous or potentially dangerous animals and dog-bite incidents • License compliance and records of licenses sold with names, addresses and license numbers
• Fees collected
• Description of each animal, including its breed, color, size, sex and disposition • Who brought in the animal (name and address of resident or officer), date animal was brought in, where and how the animal was obtained
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HSSC Healdsburg Shelter Budget
The total annual budget of $266,609 reflects the continued cost of providing comprehensive shelter and animal control services to the City of Healdsburg under the existing agreement. These costs support ongoing operations that ensure public safety, regulatory compliance, and humane care of animals, consistent with the established scope of services. The budget aligns with historical operating needs, service demand, and contractual obligations, and supports delivery of reliable services to the community.
To maintain current service levels and account for ongoing increases in operating costs including personnel, veterinary care, utilities, and contracted services, HSSC requests a 5% annual adjustment for the term of the agreement. This adjustment will help ensure cost stability and sustain service quality and response levels over time.
While the City has expressed interest in a longer-term agreement, a two-year contract term is requested at this time. This shorter term allows both parties to evaluate service levels, cost structures, and operational needs in a changing environment, while still providing near-term stability and continuity of service. It also ensures that any future long-term agreement can be based on current data, performance metrics, and evolving community needs.
Together, the requested adjustment and term length are intended to sustain the current level of service in a predictable and cost-effective manner for the City, while maintaining appropriate flexibility for future planning.
Position FTE Hourly Annual Cost
Site Manager 0.2 $36 $14,976
Animal/Customer Service Associates 1 $22 $45,760
Animal Care Associate 0.3 $21 $13,104
Behavior specialist 0.1 $28 $5,824
Part-time/on-call Veterinarian 0.1 $67 $14,000
Total $93,664
Benefits 15% - Taxes/WC/Benefits $14,050
Personnel Total $107,714
Operations
Software/IT $1,500
Cleaning Supplies $1,000
Janitorial Services $2,000
Medical Costs (supplies/s/n/Koefran) $3,000
Utilities $7,000
Office Supplies and printers $500
Animal Care (food, supplies, aftercare) $6,000
Insurance $5,000
Mileage and transportation $500
Operations Total $26,500
SCAS field Services $119,700
Personnel and Operations Subtotal $253,914
Indirect 5% $12,696
Total $266,609
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CITY OF HEALDSBURG
CITY COUNCIL AGENDA STAFF REPORT
MEETING DATE: June 15, 2026
SUBJECT: Professional Services Agreement with Child Parent Institute for Juvenile Diversion Services
PREPARED BY: Matt Jenkins, Chief of Police
STRATEGIC INITIATIVE(S):
Provide Effective Governance
Maintain and Enhance Public Health and Safety
RECOMMENDED ACTION(S):
Adopt a Resolution approving an amendment to a Professional Services Agreement with Child Parent Institute to provide for youth diversion services through its School-Based Services Juvenile Diversion Program (JDP) for an amount not-to-exceed $40,000 per year for a three year period and authorizing the City Manager to execute the agreement.
COMMUNITY ENGAGEMENT/OUTREACH:
Not applicable.
BACKGROUND:
The Healdsburg Police Department provides a juvenile diversion program as an alternative to the juvenile justice system for youth offenders, which is considered a best practice as it keeps juveniles out of the juvenile justice system. The program was initially run by the police department by a full-time staff member and was later provided through contracts with local non-profit organizations. The Healdsburg Police Department has been contracting with Child Parent Institute (CPI) since 2024, when CPI acquired SOS Community Counseling who had been providing these services through its Healdsburg Youth and Family Services (HYFS) program since 2017.
DISCUSSION/ANALYSIS:
The School-Based Services Juvenile Diversion Program (JDP) aims at bring youth closer to their decisions and empowering them to make better decisions. This program provides counseling & diversion services to youth cited for misdemeanor and/or disciplinary offenses. Youth referrals engage in 8+ individual sessions that focus on topics such as: positive behavior, healthy choices, and coping skills in response to stressors. JDP also includes parenting support that aims to increase parental awareness of the challenges that their youth may be experiencing, as well as strengthen Item 6.c
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communication channels between the youth and their family members. Additionally, JDP contains a community services element that requires youth to complete 10+ hours of volunteer service, as well as develop and complete a restitution project as part of the program’s requirements. Once all components are completed, the referring agency determines a possible expungement of the original offense.
Officers can refer youth offenders into the program for violations such as possession of marijuana on school grounds, being under the influence of a controlled substance, consuming alcohol on or off school grounds, possessing a knife on school grounds, vandalism, and assault and battery. As part of the program, administrators from the Healdsburg Unified School District may make direct referrals to the program. This reduces the amount of Police Department staff time in responding to lower-level juvenile complaints.
Staff has met with CPI to renew the agreement for the upcoming fiscal year. Increases in personnel costs and other associated expenses have resulted in an increase in the per session fees in the contract; however, based on past utilization, the overall cost of the contract has been lowered.
As with the past contract, the Scope of Work also includes up to two offerings per year of parent education workshops during the school year and to four parent education workshops during the summer. These workshops provide parents skills and information about resources and other support available in the community. Parents/caregivers learn and practice skills such as appropriate ways to discipline; preventing or stopping alcohol, drug, and tobacco use; improving communication skills; and improving grades and school attendance.
The proposed agreement would extend the agreement term for three years to June 30, 2029, at a cost not-to-exceed $40,000 per year.
Staff is recommending that Council approve the agreement with CPI and authorize the City Manager to execute the Amendment on behalf of the City.
ENVIRONMENTAL STEWARDSHIP:
Not applicable.
ALTERNATIVES:
The City Council may choose not to approve the amendment which would remove the option for officers to use diversion services for juveniles and instead result in juvenile offenders being cited into the juvenile justice system.
FISCAL IMPACT:
The cost of this agreement is accounted for in the adopted Fiscal Year 2026-27 & Fiscal Year 2027-28 biennial budget and is funded with the use of Opioid settlement funds.
ENVIRONMENTAL ANALYSIS:
Pursuant to Title 14, the California Code of Regulations, Section 15378(b)(4)(5) of the California Environmental Quality Act (“CEQA”) guidelines, the proposed action is an administrative activity Item 6.c
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of the City that will not result in direct or indirect physical changes to the environment; and therefore, is not a project for purposes of CEQA.
ATTACHMENT(S):
Resolution
Scope of Work
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CITY OF HEALDSBURG
RESOLUTION NO. __-2026
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
HEALDSBURG APPROVING AN AMENDMENT TO A
PROFESSIONAL SERVICES AGREEMENT WITH CHILD
PARENT INSTITUTE TO PROVIDE FOR YOUTH DIVERSION
SERVICES THROUGH ITS SCHOOL-BASED SERVICES
JUVENILE DIVERSION PROGRAM FOR AN AMOUNT NOTTO-EXCEED $120,000 FOR A THREE-YEAR TERM AND
AUTHORIZING THE CITY MANAGER TO EXECUTE THE
AGREEMENT
WHEREAS, the Healdsburg Police Department has offered juvenile diversion services as a best practice for keeping juveniles out of the juvenile justice system; and WHEREAS, the Healdsburg Police Department has utilized Child Parent Institute for juvenile diversion services since 2024 through its School-Based Services Juvenile Diversion Program; and
WHEREAS, the School-Based Services Juvenile Diversion Program aims at bringing youth closer to their decisions and empowering them to make better decisions; and WHEREAS, the current Professional Services Agreement (PSA) with Child Parent Institute is set to expire on June 30, 2026; and
WHEREAS, Child Parent Institute has provided a proposal to continue offering juvenile diversion services for an amount not-to-exceed $120,000 over a term of three years; and WHEREAS, staff recommends that Council approve the PSA with Child Parent Institute, and authorize the City Manager to execute the agreement on behalf of the City; and WHEREAS, pursuant to Title 14, the California Code of Regulations, Section 15378(b)(4)(5) of the California Environmental Quality Act (“CEQA”) guidelines, the proposed action is an administrative activity of the City that will not result in direct or indirect physical changes to the environment; and therefore, is not a project for purposes of CEQA.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Healdsburg hereby:
1. Approves a Professional Services Agreement with SOS Community Counseling to provide youth diversion services in an amount not-to-exceed $40,000 annually, authorizing the City Manager to execute the original contract and execute amendments to extend two additional one-year terms for a total contract amount not-to-exceed $120,000.
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Resolution No. -2026
PASSED, APPROVED and ADOPTED this 15th day of June, 2026, by the following vote:
SO ORDERED: ATTEST:
____________________________________
J. Chris Herrod, Mayor
____________________________________
Raina Allan, City Clerk
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Exhibit A
Healdsburg Juvenile Diversion Program Scope of work
l. Description of Services or Scope of Work.
1.1 Contractor’s Specified Services. Contractor shall perform the following services within the times or by the dates provided below:
a. Contractor (California Parenting Institute dba Child Parent Institute – CPI) shall provide youth services through its School-Based Services Juvenile Diversion Program (JDP) program including low-risk citation diversion, drug and alcohol citation diversion, anger management, bullying prevention, truancy prevention, gang prevention education, and general diversion counseling according to the needs of the juvenile. Short-term individual, family, group therapy and parent education workshops will also be offered as part of this program component. b. Referrals to Healdsburg Juvenile Diversion Program (HJDP) will originate from Healdsburg Police Department (HPD) then referred to a CPI School-Based Services Program Manager. If capacity allows, the local schools within the Healdsburg Unified School District may utilize this program by making a referral to CPI and HPD.
Contractor shall contact referred families to develop a plan for diversion services based on the nature of the referral.
c. Program can also utilize referrals given from Healdsburg High School Administration and Healdsburg Middle School Administration; as well any youth members whom the District deems as “High Risk,” in order to mitigate youth members of the City of Healdsburg entering into the juvenile justice system.
d. Contractor shall conduct two parent education workshops during the regular school year, in addition to four parent education workshops during the summer. e. Contractor shall provide details including initials of participants and staff, dates and locations of service, for each group, session, or class performed through monthly invoices.
Contractor shall provide biannual impact reports that include: number of referrals, juveniles served, number of therapy sessions, number of completers, and total number of community service hours facilitated.
1.2 Cooperation With the City. Contractor shall cooperate with the City and City staff in the performance of all work hereunder.
1.3 Performance Standard. Contractor shall perform all work hereunder in a manner consistent with the level of competency and standard of care normally observed by a person practicing in Contractor's profession. The City has relied upon the professional ability and training of the Contractor as a material inducement to enter into this Agreement. Contractor hereby agrees to provide all services under this Agreement in accordance with generally accepted professional practices and standards of care, as well as the requirements of applicable federal, state and Item 6.c
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local laws, it being understood that acceptance of Contractor’s work by City shall not operate as a waiver or release. If City determines that any of Contractor's work is not in accordance with such level of competency and standard of care, City, in its sole discretion, shall have the right to do any or all of the following: (a) require Contractor to meet with City to review the quality of the work and resolve matters of concern; (b) require Contractor to repeat the work at no additional charge until it is satisfactory; (c) terminate this Agreement pursuant to the provisions of Article 4; or (d) pursue any and all other remedies at law or in equity.
1.4 Assigned Personnel.
a. Contractor shall assign only competent personnel to perform work hereunder. In the event that at any time City, in its sole discretion, desires the removal of any person or persons assigned by Contractor to perform work hereunder, Contractor shall remove such person or persons immediately upon receiving written notice from City. b. Any and all persons identified in this Agreement or any exhibit hereto as the project manager, project team, or other professional performing work hereunder are deemed by City to be key personnel whose services were a material inducement to City to enter into this Agreement, and without whose services City would not have entered into this Agreement. Contractor shall not remove, replace, substitute, or otherwise change any key personnel without the prior consent of the City.
c. In the event that any of Contractor’s personnel assigned to perform services under this Agreement become unavailable due to resignation, sickness or other factors outside of Contractor’s control, Contractor shall be responsible for timely provision of adequately qualified replacements.
d. All persons who have direct contact with targeted youth must pass a background check performed by the Healdsburg Police Department before performing any services under this Agreement. Such persons shall follow the background check procedure set forth in Exhibit A.1, attached hereto and incorporated herein by this reference.
2. Payment. For all services and incidental costs required hereunder, Contractor shall be paid on a time and material/expense basis in accordance with the budget set forth in Exhibit A.2, attached hereto and incorporated herein by this reference, provided, however, that total payments to Contractor shall not exceed forty-thousand dollars annually ($40,000), without the prior written approval of City, between July 1, 2026 to June 30, 2029. Contractor shall submit its bills in arrears on a monthly basis in a form approved by the City's Finance Department. The bills shall show or include: (i) the task(s) performed; (ii) the time in quarter hours devoted to the task(s); (iii) the hourly rate or rates of the persons performing the task(s); and (iv) copies of receipts for reimbursable materials/expenses, if any. Expenses not expressly authorized by the Agreement shall not be reimbursed.
Unless otherwise noted in this agreement, payments shall be made within the normal course of City business after presentation of an invoice in a form approved by the City for services performed. Payments shall be made only upon the satisfactory completion of the services as determined by the City.
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3. Term of Agreement. The term of this Agreement shall be from July 1, 2026 to June 30, 2029 unless terminated earlier in accordance with the provisions of Article 4 below.
4. Status of Contractor. The parties intend that the Contractor, in performing the services specified herein, shall act as an independent contractor and shall control the work and the manner in which it is performed. Contractor is not to be considered an agent or employee of City and is not entitled to participate in any pension plan, worker’s compensation plan, insurance, bonus, or similar benefits City provides its employees
5. Records Maintenance. The Contractor shall keep and maintain full and complete documentation and accounting records concerning all services performed that are compensable under this Agreement and shall make documents directly related to the program available to the City for inspection at any reasonable time. Otherwise, the Contractor shall maintain such records for a period of four (4) years. This does not pertain to client files, which are property of the Contractor, and are kept and managed according to the Board of Behavioral Sciences regulations.
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Exhibit A.1
Background Procedure
All persons who have direct contact with targeted youth must pass a background investigation performed by the Healdsburg Police Department before performing any services under this Agreement. Such persons shall follow the background procedure below:
1. Call the Police Technician at 707-431-3103 or 707-431-3377 to make an appointment to schedule your Live Scan.
2. During the scheduled appointment, be prepared to provide personal data for the Live Scan including: Name, AKAs, Address, Place of Birth, Sex, Date of Birth, Social Security #, Height, Weight, Eye Color, Hair Color.
3. During the scheduled appointment, be prepared to be photographed by the Police Department.
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Exhibit A.2
Proposed Budget and Expense
Fee Schedule
Direct Services: Fee-for-Service
Direct Service Detail
Individual Service Hourly rate for individual meetings as well as one-on-one counseling and services provided to
youth.
Family Service/Parent Education Hourly rate for counseling services and meeting with families.
Group Service Hourly rate for group counseling or meeting.
All meetings, preparation time, phone calls, follow-up, assessments, and operating costs are included in the hourly rates for individual, family, and group services.
Consultant shall provide details, including names of participants and staff and dates and locations of service for each group or session performed.
The following hourly rates shall apply for the term of this Agreement. Hourly rates do not include Consultant’s administrative costs for programmatic and operating expenditures, such as contract negotiations, Human Resource processes and staff management, budget development/oversight, and community liaison responsibilities. Administrative costs will be billed separately at a rate of $3,333.33 annually and shall not exceed $10,000 for the term of the Agreement.
CPI/HJDP Fee Schedule 2026-2029
Maximum Annual
Direct (Session Fee
and Operational)
Cost
Individual fee
per session
Family/Par
ent Edu.
fee per
session
Group fee per
session
Indirect
Annual
Agency Cost
for
administrative
costs
July 1, 2026 - June
30, 2027 $40,000 $132.83 $169.36 $158.44 $3,333.33
July 1, 2027 - June
30, 2028 $40,000 $139.47 $177.83 $166.36 $3,333.33
July 1, 2028 - June
30, 2029 $40,000 $146.44 $186.72 $174.68 $3,333.33
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.
CHILD PARENT INSTITUTE
By: ___________________________
Authorized Representative
Date: __________________________
CITY OF HEALDSBURG
By: __________________________
Authorized Representative
Date: __________________________
_________________________
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CITY OF HEALDSBURG
CITY COUNCIL AGENDA STAFF REPORT
MEETING DATE: June 15, 2026
SUBJECT: Axon Contract Consolidation and Renewal
PREPARED BY: Luis Rodriguez, Lieutenant
STRATEGIC INITIATIVE(S):
Maintain and Enhance Public Safety
Provide Effective Governance
RECOMMENDED ACTION(S):
Adopt a Resolution approving a five-year agreement with Axon Enterprises in an amount not-toexceed $573,808.05 over a five-year period and authorizing the City Manager to execute the agreement on behalf of the City.
COMMUNITY ENGAGEMENT/OUTREACH:
Not applicable.
BACKGROUND:
The Police Department has utilized products from Axon Enterprises (Axon) since 2005, when the Department purchased its first set of Taser electronic control devices. Since then, Axon has expanded the product line it supplies and in 2014, the Department contracted with Axon for the addition of Body Worn Cameras (BWC). In 2021, the City Council approved a five-year contract with Axon for approximately $268,097, which provided BWCs for all patrol and field staff, including parking enforcement and Code Enforcement Officers, along with Taser 7 devices and Fleet 2 in-car camera systems. Under the current terms of the contract, the Police Department is due for an upgrade to the BWC through the Technology Assurance Plan (TAP). The Department is currently maintaining multiple agreements with Axon Enterprises, including agreements for BWCs and interview room camera systems. These will be terminated effective September 1, 2026, to consolidate services under this proposed agreement. This consolidation will streamline administration and maximize cost savings.
DISCUSSION/ANALYSIS:
With the contract coming to an end, staff met with Axon representatives to discuss its renewal. In those conversations, representatives recommended the Department evaluate an enhanced equipment package that includes the latest technology solutions and replace deteriorating Item 6.d
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technology and equipment as recommend by best practice. The proposed five-year agreement would provide upgrades to existing deteriorating equipment, including upgraded Taser 10 devices for all officers, body worn cameras for all officers and public facing non-sworn support staff, and upgraded Fleet 3 in-car cameras for all patrol vehicles with upgraded ALPR capabilities.
This agreement introduces new technology, including Virtual Reality (VR) training and advanced robotics capabilities to enhance operational effectiveness and officer safety. These robotics consist of camera system devices capable of being deployed both as aerial observation tools via sUAS (Small Unmanned Aircraft System) drones and on the ground capable of being deployed on wheels or via a pole. These aerial and ground robotics systems provide critical capabilities for high-risk situations, allowing officers to assess threats remotely before committing personnel and allow for further versatility in deploying observation tools in diverse situations and terrains. The drones are particularly valuable for:
Search and rescue operations
Perimeter security during critical incidents
Tactical reconnaissance
Crime scene documentation from aerial perspectives
The acquisition of this technology is required to have City Council authorization under AB 481 (Military Equipment Act) and the Healdsburg Municipal Code. City Council previously authorized this at the March 2, 2026, meeting with the annual AB 481 report and re-authorization. These devices are included in this contract at no cost.
The VR training component (Axon VR) includes a HTC Focus Vision headset, Taser 10 controller, and tactical bag for enhanced officer training. Through this technology, officers face complex realworld scenarios through immersive content and state-of-the-art technology, enabling them to train anytime, anywhere. Axon VR follows a structured progression that builds critical skills—from observation and de-escalation to tactical decision-making and weapons proficiency. This immersive approach is designed to build confidence and prepare officers for split-second decisions in the field.
The proposed five-year agreement with Axon consolidates several existing contracts into a single agreement while upgrading key police technologies including Taser 10 devices, body-worn cameras, and in-car camera systems. The contract also adds VR training, drone and robotic observation capabilities, AI-assisted report writing, live Spanish translation tools to improve communication with Spanish-speaking community member, and interview room system maintenance storage, improving operational effectiveness, officer safety, and administrative efficiency.
ENVIRONMENTAL STEWARDSHIP:
Not applicable.
ALTERNATIVES:
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City Council could choose not to approve the proposed contract. The Police Department would continue with the current contracts with Axon and would receive a BWC refresh through the existing TAP program. However, the Police Department would not be able to take advantage of:
Upgraded Taser 10 technology with enhanced safety features Fleet 3 Advanced in-car cameras with ALPR capability
Aerial and ground robotics systems
Consolidated contract administration and cost savings Enhanced training equipment and VR systems
Additionally, the current Taser devices would remain out of warranty and outside the protection of Axon's $10 million liability insurance policy. Staff does not recommend this alternative.
FISCAL IMPACT:
Axon presented a five-year contract (Quote Number Q-813905-46169AS) with the following financial structure. The total cost of the contract will be $573,808.05. The annual cost will be $105,198.32 for year 1 and $113,459.58 for the following four years. The cost for this proposed agreement has been accounted for in the FY 2026-27 and FY 2027-28 budgets that were adopted by City Council on June 1, 2026.
The pricing structure under the proposed contract represents savings of $283,495.33 over the unbundled cost of the products if they were purchased separately. This significant discount is achieved through the comprehensive package approach and the long-term contract.
Approximately $6,000 of the contract cost each year provide for live in-field translation for staff and will be paid using opioid settlement funds.
ENVIRONMENTAL ANALYSIS:
This project involves the replacement and upgrade of existing equipment within the Police Department. As such, the project is exempt from the provisions of the California Environmental Quality Act (CEQA) pursuant to Title 14 Section 15302(c) of the California Code of Regulations.
ATTACHMENT(S):
Resolution
Axon Renewal Quote
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CITY OF HEALDSBURG
RESOLUTION NO. __-2026
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
HEALDSBURG AUTHORIZING THE CITY MANAGER TO
EXECUTE A FIVE-YEAR AGREEMENT ON BEHALF OF THE
CITY WITH AXON ENTERPRISES FOR BODY WORN
CAMERAS, TASER ELECTRONIC CONTROL DEVICES,
FLEET 3 IN-CAR CAMERAS, AERIAL AND GROUND
ROBOTICS SYSTEMS, AXON INTERVIEW ROOM
SERVICES, AND AI-ASSISTED SOFTWARE SERVICES IN AN
AMOUNT NOT-TO-EXCEED $573,808.05
WHEREAS, the Healdsburg Police Department has utilized Axon Enterprises products since 2005, expanding in 2014 to include body worn cameras (BWC), and in 2021 the City Council approved a five-year, $268,096.57 contract providing BWCs, Taser 7 devices, and Fleet 2 in-car cameras; and
WHEREAS, the City recognizes Body Worn Cameras as an industry standard for evidentiary recording and Department transparency, and the Department's existing equipment is due for upgrade or replacement under its Technology Assurance Plan (TAP); and WHEREAS, existing Axon agreements for BWCs and interview room systems will be terminated effective September 1, 2026, and consolidated under this new agreement to streamline administration and maximize cost savings; and
WHEREAS, the current Taser devices are approximately 5 years old, will no longer under manufacturer warranty or Axon's $10 million liability insurance policy, and upgrading to Taser 10 devices will enhance transparency and accountability; and WHEREAS, the project upgrades BWCs to Axon Body 4, replaces Tasers with Taser 10 devices, upgrades Fleet 2 to Fleet 3 Advanced in-car cameras with Automated License Plate Reader (ALPR) capability, and adds aerial and ground robotics systems for enhanced operational capability and officer safety; and
WHEREAS, the robotics technology, included in this contract at no cost, was previously authorized by Council under Assembly Bill 481 at the March 2nd Council Meeting in conjunction with the annual AB 481 report; and
WHEREAS, the bundled pricing structure represents $283,495.33 in savings over unbundled costs; and
WHEREAS, the 5-year agreement shall not exceed $573,808.05 (including estimated tax), with $105,198.32 in year one and $113,459.58 annually thereafter, from September 1, 2026 through August 31, 2031; and
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WHEREAS, costs are included in the FY 2026-2027 and FY 2027-2028 biennial budget adopted June 1, 2026, with subsequent years allocated through each respective fiscal year budget; and
WHEREAS, pursuant to Section 15302(c) of Title 14 of the California Code of Regulations, this Project is exempt from the California Environmental Quality Act ("CEQA") as it involves replacement and upgrade of existing equipment.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Healdsburg as follows:
1. Approves the 5-year Agreement with Axon Enterprises (Quote Number Q-813905- 46169AS) in an amount not to exceed $573,808.05 (including estimated tax) and authorizes the City Manager to execute the agreement on behalf of the City.
2. Finds that this Project is exempt from CEQA pursuant to Section 15302(c) of the California Code of Regulations, Title 14.
3. Authorizes the termination of existing Axon Enterprises agreements effective September 1, 2026, in order to consolidate services under the new agreement.
PASSED, APPROVED and ADOPTED this 15th day of June 2026, by the following vote:
SO ORDERED: ATTEST:
__________________________
J. Chris Herrod, Mayor Raina Allan, City Clerk
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Q-813905-46169AS
Issued: 05/27/2026
Quote Expiration: 07/31/2026
Estimated Contract Start Date: 09/01/2026
Account Number: 115742
Payment Terms: N30
Mode of Delivery: AUTO-GND
Credit/Debit Amount: $0.00
SHIP TO BILL TO SALES REPRESENTATIVE PRIMARY CONTACT
Healdsburg Police Dept. - CA
238 Center St
Healdsburg,
CA
95448-4402
USA
Healdsburg Police Dept. - CA
401 Grove St
Healdsburg
CA
95448-4723
USA
Email:
Adam Smith
Phone: 602-751-1798
Email: [email protected]
Fax: (480) 463-2201
Luis Rodriguez
Phone: 7074313164
Email: [email protected]
Fax:
Quote Summary Discount Summary
Program Length 60 Months Average Savings Per Year $56,699.07 TOTAL COST $559,036.64
ESTIMATED TOTAL W/ TAX $573,808.05 TOTAL SAVINGS $283,495.33 Item 6.d
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Payment Summary
Date Subtotal Tax Total
Aug 2026 $105,198.32 $1,816.95 $107,015.27
Aug 2027 $113,459.58 $3,238.63 $116,698.21
Aug 2028 $113,459.58 $3,238.63 $116,698.21
Aug 2029 $113,459.58 $3,238.63 $116,698.21
Aug 2030 $113,459.58 $3,238.57 $116,698.15
Total $559,036.64 $14,771.41 $573,808.05
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Quote Unbundled Price: $821,102.15
Quote List Price: $687,408.35
Quote Subtotal: $559,036.64
Pricing
All deliverables are detailed in Delivery Schedules section lower in proposal Item Description Qty Term Unbundled List Price Net Price Subtotal Tax Total Program
100552 TRANSFER BALANCE - GOODS 1 $1.00 ($14,581.30) ($14,581.30) ($1,421.68) ($16,002.98) 100553 TRANSFER BALANCE - SOFTWARE AND SERVICES 1 $1.00 $6,320.06 $6,320.06 $0.00 $6,320.06 M00049 OFFICER SAFETY PLAN T10 18 60 $306.05 $238.32 $238.32 $257,386.91 $11,205.03 $268,591.94 B00088 OSP-UNLIMITED (NO VR) 6 60 $189.96 $167.91 $167.91 $60,447.89 $1,646.89 $62,094.78 A00038 PREMIUM ROBOTICS PLAN 1 60 $1,559.72 $972.33 $0.00 $0.00 $0.00 $0.00 Fleet3A Fleet 3 Advanced 1 60 $313.70 $258.90 $258.90 $15,534.00 $651.39 $16,185.39 Fleet3ARe Fleet 3 Advanced Renewal 6 60 $228.67 $189.57 $189.57 $68,245.20 $1,483.02 $69,728.22 A la Carte Hardware
72036 AXON FLEET 3 - STANDARD 2 CAMERA KIT 6 $2,695.00 $0.00 $0.00 $0.00 $0.00 101924 AXON FLEET - TAOGLAS ANT - 7-IN-1 4CELL 2WIFI
1GNSS INT 6 $149.00 $149.00 $894.00 $87.14 $981.14
103346 AXON FLEET - ERICSSON R980-5GD-A+5YR NETCLOUD 6 $1,899.00 $1,899.00 $11,394.00 $1,110.88 $12,504.88 H00002 AB4 Multi Bay Dock Bundle 3 $1,638.90 $0.00 $0.00 $0.00 $0.00 H00001 AB4 Camera Bundle 24 $899.00 $0.00 $0.00 $0.00 $0.00 A00031 AXON AIR R10 TEAM KIT BUNDLE 1 60 $12,858.45 $0.00 $0.00 $0.00 $0.00 A la Carte Software
50043 AXON INTERVIEW - STREAMING SERVER
MAINTENANCE - PER SERVER 2 60 $32.98 $32.98 $3,957.60 $0.00 $3,957.60 50045 AXON EVIDENCE - STORAGE - INTERVIEW ROOM
UNLIMITED 1 60 $111.75 $111.75 $6,705.00 $0.00 $6,705.00 73682 AXON EVIDENCE - AUTO TAGGING LICENSE 24 60 $10.85 $10.85 $15,624.00 $0.00 $15,624.00 85760 AXON AUTO-TRANSCRIBE - UNLIMITED SERVICE 16 60 $27.12 $25.76 $24,733.44 $0.00 $24,733.44 102011 AXON AI ASSISTANT 16 60 $32.55 $30.92 $29,685.60 $0.00 $29,685.60 101283 AXON RECORDS - DRAFT ONE - AI-ASSISTED REPORT
WRITING 16 60 $70.52 $66.99 $64,314.24 $0.00 $64,314.24 A la Carte Services
100738 AXON FLEET 3 - SIM INSERTION - VZW 4FF 6 $15.00 $15.00 $90.00 $8.74 $98.74 102618 SKY-HERO INSTRUCTOR CERTIFICATION COURSE (2-
DAY -5 STUDENTS) 1 $1,500.00 $1,500.00 $1,500.00 $0.00 $1,500.00 85149 AXON TASER - 2 DAY PRODUCT SPECIFIC INSTRUCTOR
COURSE 1 $6,786.00 $6,786.00 $6,786.00 $0.00 $6,786.00
Total $559,036.64 $14,771.41 $573,808.05
Delivery Schedule
Hardware
Bundle Item Description QTY Shipping Location Estimated Delivery Date Item 6.d
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Hardware
Bundle Item Description QTY Shipping Location Estimated Delivery Date AB4 Camera Bundle 100147 AXON BODY 4 - CAMERA - NA US FIRST RESPONDER BLK RAPIDLOCK 24 1 08/01/2026
AB4 Camera Bundle 100466 AXON BODY 4 - CABLE - USB-C TO USB-C 27 1 08/01/2026 AB4 Camera Bundle 100775 AXON BODY 4 - MAGNETIC DISCONNECT CABLE 27 1 08/01/2026 AB4 Camera Bundle 74020 AXON BODY - MOUNT - MAGNET FLEXIBLE RAPIDLOCK 27 1 08/01/2026 AB4 Multi Bay Dock Bundle 100206 AXON BODY 4 - 8 BAY DOCK 3 1 08/01/2026 AB4 Multi Bay Dock Bundle 70033 AXON - DOCK WALL MOUNT - BRACKET ASSY 3 1 08/01/2026 AB4 Multi Bay Dock Bundle 71019 AXON BODY - DOCK POWERCORD - NORTH AMERICA 3 1 08/01/2026 Fleet 3 Advanced 101924 AXON FLEET - TAOGLAS ANT - 7-IN-1 4CELL 2WIFI 1GNSS INT 1 1 08/01/2026 Fleet 3 Advanced 103346 AXON FLEET - ERICSSON R980-5GD-A+5YR NETCLOUD 1 1 08/01/2026 Fleet 3 Advanced 70112 AXON SIGNAL - VEHICLE 1 1 08/01/2026 Fleet 3 Advanced 72036 AXON FLEET 3 - STANDARD 2 CAMERA KIT 1 1 08/01/2026 OFFICER SAFETY PLAN T10 100122 AXON VR - HEADSET - BATTERY 1 1 08/01/2026 OFFICER SAFETY PLAN T10 100126 AXON VR - TACTICAL BAG 1 1 08/01/2026 OFFICER SAFETY PLAN T10 100390 AXON TASER 10 - HANDLE - YELLOW CLASS 3R 18 2 08/01/2026 OFFICER SAFETY PLAN T10 100394 AXON TASER 10 - MAGAZINE - HALT TRAINING BLUE 4 1 08/01/2026 OFFICER SAFETY PLAN T10 100396 AXON TASER 10 - MAGAZINE - INERT RED 18 1 08/01/2026 OFFICER SAFETY PLAN T10 100399 AXON TASER 10 - CARTRIDGE - LIVE 270 1 08/01/2026 OFFICER SAFETY PLAN T10 100400 AXON TASER 10 - CARTRIDGE - HALT 130 1 08/01/2026 OFFICER SAFETY PLAN T10 100401 AXON TASER 10 - CARTRIDGE - INERT 180 1 08/01/2026 OFFICER SAFETY PLAN T10 100591 AXON TASER - CLEANING KIT 1 1 08/01/2026 OFFICER SAFETY PLAN T10 100611 AXON TASER 10 - SAFARILAND HOLSTER - RH 18 1 08/01/2026 OFFICER SAFETY PLAN T10 100623 ENHANCED HOOK-AND-LOOP TRAINING (HALT) SUIT (V2) 1 1 08/01/2026 OFFICER SAFETY PLAN T10 100748 AXON VR - CONTROLLER - TASER 10 1 1 08/01/2026 OFFICER SAFETY PLAN T10 101122 AXON VR - HOLSTER - T10 SAFARILAND GRAY - RH 2 1 08/01/2026 OFFICER SAFETY PLAN T10 101455 AXON TASER 10 - REPLACEMENT TOOL KIT - INTERPOSER BUCKET 1 1 08/01/2026
OFFICER SAFETY PLAN T10 101456 AXON TASER 10 - REPLACEMENT INTERPOSER BUCKET 1 1 08/01/2026 OFFICER SAFETY PLAN T10 101751 AXON VR - HEADSET - HTC FOCUS VISION 1 1 08/01/2026 OFFICER SAFETY PLAN T10 101755 AXON TASER 10 - MAGAZINE - LIVE DUTY BLACK V2 18 1 08/01/2026 OFFICER SAFETY PLAN T10 101757 AXON TASER 10 - MAGAZINE - LIVE TRAINING PURPLE V2 18 1 08/01/2026 OFFICER SAFETY PLAN T10 101886 SIGNAL SENSOR 18 1 08/01/2026 OFFICER SAFETY PLAN T10 101889 AXON SIGNAL - BATTERY - CR2032 18 1 08/01/2026 OFFICER SAFETY PLAN T10 20018 AXON TASER - BATTERY PACK - TACTICAL 2 1 08/01/2026 OFFICER SAFETY PLAN T10 20018 AXON TASER - BATTERY PACK - TACTICAL 18 1 08/01/2026 OFFICER SAFETY PLAN T10 70033 AXON - DOCK WALL MOUNT - BRACKET ASSY 1 1 08/01/2026 OFFICER SAFETY PLAN T10 71019 AXON BODY - DOCK POWERCORD - NORTH AMERICA 1 1 08/01/2026 OFFICER SAFETY PLAN T10 74200 AXON TASER - DOCK - SIX BAY PLUS CORE 1 1 08/01/2026 OFFICER SAFETY PLAN T10 80087 AXON TASER - TARGET - CONDUCTIVE PROFESSIONAL RUGGEDIZED 1 1 08/01/2026
OFFICER SAFETY PLAN T10 80090 AXON TASER - TARGET FRAME - PROFESSIONAL 27.5 IN X 75 IN 1 1 08/01/2026
OSP-UNLIMITED (NO VR) 101886 SIGNAL SENSOR 6 1 08/01/2026 OSP-UNLIMITED (NO VR) 101889 AXON SIGNAL - BATTERY - CR2032 6 1 08/01/2026 PREMIUM ROBOTICS PLAN 100880 AXON SKY-HERO LOKI 2 PAYLOAD ATTACHMENT SYSTEM 2 1 08/01/2026 PREMIUM ROBOTICS PLAN 100881 AXON SKY-HERO LOKI 2 DRONE STARTER KIT 2 1 08/01/2026 PREMIUM ROBOTICS PLAN 100882 AXON SKY-HERO SIGYN GROUND ROBOT STARTER KIT 1 1 08/01/2026 PREMIUM ROBOTICS PLAN 100883 AXON SKY-HERO NARFI POLE CAMERA STARTER KIT 1 1 08/01/2026 PREMIUM ROBOTICS PLAN 100884 AXON SKY-HERO GROUND CONTROL SYSTEM STARTER KIT 1 1 08/01/2026 PREMIUM ROBOTICS PLAN 100887 AXON SKY-HERO LED PAYLOAD 1 1 08/01/2026 PREMIUM ROBOTICS PLAN 100889 AXON SKY-HERO SIGYN SPARE PARTS KIT 1 1 08/01/2026 PREMIUM ROBOTICS PLAN 100890 AXON SKY-HERO FIRMWARE UPDATE KIT 1 1 08/01/2026 PREMIUM ROBOTICS PLAN 100891 AXON SKY-HERO LOKI 2 INSERT DUCT SET (4 PCS) 2 1 08/01/2026 Item 6.d
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Hardware
Bundle Item Description QTY Shipping Location Estimated Delivery Date PREMIUM ROBOTICS PLAN 100892 AXON SKY-HERO LOKI 2 PROPELLER SET (4 PCS) 2 1 08/01/2026 PREMIUM ROBOTICS PLAN 100893 AXON SKY-HERO LOKI 2 MOTOR SET (4 PCS) 2 1 08/01/2026 PREMIUM ROBOTICS PLAN 100894 AXON SKY-HERO LOKI 2 SPARE PARTS KIT 1 1 08/01/2026 PREMIUM ROBOTICS PLAN 100901 AXON SKY-HERO P7 SIGYN LEG SHROUD 1 1 08/01/2026 PREMIUM ROBOTICS PLAN 100902 AXON SKY-HERO P7 GCS HOLDER 1 1 08/01/2026 PREMIUM ROBOTICS PLAN 100907 AXON SKY-HERO P7 TACTICAL BAG KIT 1 1 08/01/2026 PREMIUM ROBOTICS PLAN 100909 AXON SKY-HERO TACTICAL SCREEN STARTER KIT 2 1 08/01/2026 PREMIUM ROBOTICS PLAN 100910 AXON SKY-HERO SIGYN PAYLOAD ATTACHMENT SYSTEM 1 1 08/01/2026 A la Carte 101924 AXON FLEET - TAOGLAS ANT - 7-IN-1 4CELL 2WIFI 1GNSS INT 6 1 08/01/2026 A la Carte 103346 AXON FLEET - ERICSSON R980-5GD-A+5YR NETCLOUD 6 1 08/01/2026 A la Carte 72036 AXON FLEET 3 - STANDARD 2 CAMERA KIT 6 1 08/01/2026 AXON AIR R10 TEAM KIT BUNDLE 102465 AXON AIR - SKYDIO R10 TEAM HW KIT 1 1 09/30/2026 OFFICER SAFETY PLAN T10 100400 AXON TASER 10 - CARTRIDGE - HALT 90 1 08/01/2027 OFFICER SAFETY PLAN T10 100400 AXON TASER 10 - CARTRIDGE - HALT 90 1 08/01/2028 OFFICER SAFETY PLAN T10 101012 AXON VR - TAP REFRESH 1 - TASER CONTROLLER 1 1 02/01/2029 OFFICER SAFETY PLAN T10 20373 AXON VR - TAP REFRESH 1 - HEADSET 1 1 02/01/2029 OFFICER SAFETY PLAN T10 73309 AXON BODY - TAP REFRESH 1 - CAMERA 18 1 02/01/2029 OFFICER SAFETY PLAN T10 73689 AXON BODY - TAP REFRESH 1 - DOCK MULTI BAY 2 1 02/01/2029 OSP-UNLIMITED (NO VR) 73309 AXON BODY - TAP REFRESH 1 - CAMERA 6 1 02/01/2029 OSP-UNLIMITED (NO VR) 73689 AXON BODY - TAP REFRESH 1 - DOCK MULTI BAY 1 1 02/01/2029 PREMIUM ROBOTICS PLAN 101892 AXON SKY-HERO TAP REFRESH GCS 1 1 02/01/2029 PREMIUM ROBOTICS PLAN 101895 AXON SKY-HERO TAP REFRESH UAV 2 1 02/01/2029 PREMIUM ROBOTICS PLAN 101899 AXON SKY-HERO TAP REFRESH POLE 1 1 02/01/2029 PREMIUM ROBOTICS PLAN 101903 AXON SKY-HERO TAP REFRESH UGV 1 1 02/01/2029 OFFICER SAFETY PLAN T10 100400 AXON TASER 10 - CARTRIDGE - HALT 90 1 08/01/2029 OFFICER SAFETY PLAN T10 100400 AXON TASER 10 - CARTRIDGE - HALT 90 1 08/01/2030 Fleet 3 Advanced 72040 AXON FLEET - TAP REFRESH 1 - 2 CAMERA KIT 1 1 08/01/2031 Fleet 3 Advanced Renewal 72040 AXON FLEET - TAP REFRESH 1 - 2 CAMERA KIT 6 1 08/01/2031 OFFICER SAFETY PLAN T10 73310 AXON BODY - TAP REFRESH 2 - CAMERA 18 1 08/01/2031 OFFICER SAFETY PLAN T10 73688 AXON BODY - TAP REFRESH 2 - DOCK MULTI BAY 2 1 08/01/2031 OSP-UNLIMITED (NO VR) 73310 AXON BODY - TAP REFRESH 2 - CAMERA 6 1 08/01/2031 OSP-UNLIMITED (NO VR) 73688 AXON BODY - TAP REFRESH 2 - DOCK MULTI BAY 1 1 08/01/2031 Software
Bundle Item Description QTY Estimated Start Date Estimated End Date AXON AIR R10 TEAM KIT BUNDLE 102467 AXON AIR - SKYDIO R10 SUBSCRIPTION PLAN 1 09/01/2026 08/31/2031 AXON AIR R10 TEAM KIT BUNDLE 102656 AXON AIR - AXON EVIDENCE UNLIMITED DATA STORAGE PER DRONE 1 09/01/2026 08/31/2031
Fleet 3 Advanced 80400 AXON EVIDENCE - FLEET VEHICLE LICENSE 1 09/01/2026 08/31/2031 Fleet 3 Advanced 80401 AXON FLEET 3 - ALPR LICENSE - 1 CAMERA 1 09/01/2026 08/31/2031 Fleet 3 Advanced 80402 AXON FLEET - LICENSE - REAL-TIME LOCATION, ALERTS, & LIVESTREAM 1 09/01/2026 08/31/2031
Fleet 3 Advanced 80410 AXON EVIDENCE - STORAGE - FLEET 1 CAMERA UNLIMITED 2 09/01/2026 08/31/2031 Fleet 3 Advanced Renewal 80400 AXON EVIDENCE - FLEET VEHICLE LICENSE 6 09/01/2026 08/31/2031 Fleet 3 Advanced Renewal 80401 AXON FLEET 3 - ALPR LICENSE - 1 CAMERA 6 09/01/2026 08/31/2031 Fleet 3 Advanced Renewal 80402 AXON FLEET - LICENSE - REAL-TIME LOCATION, ALERTS, & LIVESTREAM 6 09/01/2026 08/31/2031
Fleet 3 Advanced Renewal 80410 AXON EVIDENCE - STORAGE - FLEET 1 CAMERA UNLIMITED 12 09/01/2026 08/31/2031 OFFICER SAFETY PLAN T10 101180 AXON TASER - DATA SCIENCE PROGRAM 18 09/01/2026 08/31/2031 OFFICER SAFETY PLAN T10 101703 AXON VR - USER ACCESS - TASER SKILLS 18 09/01/2026 08/31/2031 OFFICER SAFETY PLAN T10 20248 AXON TASER - EVIDENCE.COM LICENSE 18 09/01/2026 08/31/2031 Item 6.d
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Software
Bundle Item Description QTY Estimated Start Date Estimated End Date OFFICER SAFETY PLAN T10 20248 AXON TASER - EVIDENCE.COM LICENSE 1 09/01/2026 08/31/2031 OFFICER SAFETY PLAN T10 73447 AXON BODY - LICENSE - FUSUS LIVESTREAM 18 09/01/2026 08/31/2031 OFFICER SAFETY PLAN T10 73638 AXON STANDARDS - LICENSE 18 09/01/2026 08/31/2031 OFFICER SAFETY PLAN T10 73683 AXON EVIDENCE - STORAGE - 10GB A LA CARTE 180 09/01/2026 08/31/2031 OFFICER SAFETY PLAN T10 73686 AXON EVIDENCE - STORAGE - UNLIMITED (AXON DEVICE) 18 09/01/2026 08/31/2031 OFFICER SAFETY PLAN T10 73746 AXON EVIDENCE - ECOM LICENSE - PRO 18 09/01/2026 08/31/2031 OSP-UNLIMITED (NO VR) 73447 AXON BODY - LICENSE - FUSUS LIVESTREAM 6 09/01/2026 08/31/2031 OSP-UNLIMITED (NO VR) 73638 AXON STANDARDS - LICENSE 6 09/01/2026 08/31/2031 OSP-UNLIMITED (NO VR) 73683 AXON EVIDENCE - STORAGE - 10GB A LA CARTE 60 09/01/2026 08/31/2031 OSP-UNLIMITED (NO VR) 73686 AXON EVIDENCE - STORAGE - UNLIMITED (AXON DEVICE) 6 09/01/2026 08/31/2031 OSP-UNLIMITED (NO VR) 73746 AXON EVIDENCE - ECOM LICENSE - PRO 6 09/01/2026 08/31/2031 PREMIUM ROBOTICS PLAN 102566 SKY HERO - EVIDENCE LICENSE - 1 DEVICE UNLIMITED STORAGE 5 09/01/2026 08/31/2031
A la Carte 101283 AXON RECORDS - DRAFT ONE - AI-ASSISTED REPORT WRITING 16 09/01/2026 08/31/2031
A la Carte 102011 AXON AI ASSISTANT 16 09/01/2026 08/31/2031 A la Carte 50043 AXON INTERVIEW - STREAMING SERVER MAINTENANCE - PER SERVER 2 09/01/2026 08/31/2031
A la Carte 50045 AXON EVIDENCE - STORAGE - INTERVIEW ROOM UNLIMITED 1 09/01/2026 08/31/2031 A la Carte 73682 AXON EVIDENCE - AUTO TAGGING LICENSE 24 09/01/2026 08/31/2031 A la Carte 85760 AXON AUTO-TRANSCRIBE - UNLIMITED SERVICE 16 09/01/2026 08/31/2031 Services
Bundle Item Description QTY
AXON AIR R10 TEAM KIT BUNDLE 12021 AXON AIR - PROFESSIONAL IMPLEMENTATION 1 Fleet 3 Advanced 100738 AXON FLEET 3 - SIM INSERTION - VZW 4FF 1 Fleet 3 Advanced 73391 AXON FLEET 3 - DEPLOYMENT PER VEHICLE - NOT OVERSIZED 1 Fleet 3 Advanced Renewal 73392 AXON FLEET 3 - INSTALLATION - UPGRADE (PER VEHICLE) 6 OFFICER SAFETY PLAN T10 100751 AXON TASER 10 - REPLACEMENT ACCESS PROGRAM - DUTY CARTRIDGE 18 OFFICER SAFETY PLAN T10 101193 AXON TASER - ON DEMAND CERTIFICATION 18 A la Carte 100738 AXON FLEET 3 - SIM INSERTION - VZW 4FF 6 A la Carte 102618 SKY-HERO INSTRUCTOR CERTIFICATION COURSE (2-DAY -5 STUDENTS) 1 A la Carte 85149 AXON TASER - 2 DAY PRODUCT SPECIFIC INSTRUCTOR COURSE 1 Warranties
Bundle Item Description QTY Estimated Start Date Estimated End Date PREMIUM ROBOTICS PLAN 101917 AXON SKY-HERO WARRANTY UAV 2 PREMIUM ROBOTICS PLAN 101918 AXON SKY-HERO WARRANTY UGV 1 PREMIUM ROBOTICS PLAN 101919 AXON SKY-HERO WARRANTY POLE 1 PREMIUM ROBOTICS PLAN 101920 AXON SKY-HERO - WARRANTY GCS 1 Fleet 3 Advanced 80379 AXON SIGNAL - EXT WARRANTY - SIGNAL UNIT 1 08/01/2027 08/31/2031 Fleet 3 Advanced 80495 AXON FLEET 3 - EXT WARRANTY - 2 CAMERA KIT 1 08/01/2027 08/31/2031 Fleet 3 Advanced Renewal 80495 AXON FLEET 3 - EXT WARRANTY - 2 CAMERA KIT 6 08/01/2027 08/31/2031 OFFICER SAFETY PLAN T10 100197 AXON VR - EXT WARRANTY - HEADSET 1 08/01/2027 08/31/2031 OFFICER SAFETY PLAN T10 100704 AXON TASER 10 - EXT WARRANTY - HANDLE 18 08/01/2027 08/31/2031 OFFICER SAFETY PLAN T10 101007 AXON VR - EXT WARRANTY - TASER CONTROLLER 1 08/01/2027 08/31/2031 OFFICER SAFETY PLAN T10 101686 AXON SIGNAL - EXT WARRANTY - SIGNAL SENSOR 18 08/01/2027 08/31/2031 OFFICER SAFETY PLAN T10 80374 AXON TASER - EXT WARRANTY - BATTERY PACK T7/T10 2 08/01/2027 08/31/2031 OFFICER SAFETY PLAN T10 80374 AXON TASER - EXT WARRANTY - BATTERY PACK T7/T10 18 08/01/2027 08/31/2031 OFFICER SAFETY PLAN T10 80396 AXON TASER - EXT WARRANTY - DOCK SIX BAY T7/T10 1 08/01/2027 08/31/2031 Item 6.d
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Warranties
Bundle Item Description QTY Estimated Start Date Estimated End Date OFFICER SAFETY PLAN T10 80464 AXON BODY - TAP WARRANTY - CAMERA 18 08/01/2027 08/31/2031 OFFICER SAFETY PLAN T10 80465 AXON BODY - TAP WARRANTY - MULTI BAY DOCK 2 08/01/2027 08/31/2031 OSP-UNLIMITED (NO VR) 101686 AXON SIGNAL - EXT WARRANTY - SIGNAL SENSOR 6 08/01/2027 08/31/2031 OSP-UNLIMITED (NO VR) 80464 AXON BODY - TAP WARRANTY - CAMERA 6 08/01/2027 08/31/2031 OSP-UNLIMITED (NO VR) 80465 AXON BODY - TAP WARRANTY - MULTI BAY DOCK 1 08/01/2027 08/31/2031 Item 6.d
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Shipping Locations
Location Number Street City State Zip Country
1 238 Center St Healdsburg CA 95448-4402 USA
2 238 Center St Healdsburg CA 95448-4402 USA
Payment Details
Aug 2026
Invoice Plan Item Description Qty Subtotal Tax Total
Transfer Value 100552 TRANSFER BALANCE - GOODS 1 ($14,581.30) ($1,421.68) ($16,002.98) Transfer Value 100553 TRANSFER BALANCE - SOFTWARE AND SERVICES 1 $6,320.06 $0.00 $6,320.06 Year 1 100738 AXON FLEET 3 - SIM INSERTION - VZW 4FF 6 $18.00 $1.75 $19.75 Year 1 101283 AXON RECORDS - DRAFT ONE - AI-ASSISTED REPORT WRITING 16 $12,862.85 $0.00 $12,862.85 Year 1 101924 AXON FLEET - TAOGLAS ANT - 7-IN-1 4CELL 2WIFI 1GNSS INT 6 $178.80 $17.43 $196.23 Year 1 102011 AXON AI ASSISTANT 16 $5,937.12 $0.00 $5,937.12 Year 1 102618 SKY-HERO INSTRUCTOR CERTIFICATION COURSE (2-DAY -5 STUDENTS) 1 $300.00 $0.00 $300.00 Year 1 103346 AXON FLEET - ERICSSON R980-5GD-A+5YR NETCLOUD 6 $2,278.80 $222.18 $2,500.98 Year 1 50043 AXON INTERVIEW - STREAMING SERVER MAINTENANCE - PER SERVER 2 $791.52 $0.00 $791.52 Year 1 50045 AXON EVIDENCE - STORAGE - INTERVIEW ROOM UNLIMITED 1 $1,341.00 $0.00 $1,341.00 Year 1 72036 AXON FLEET 3 - STANDARD 2 CAMERA KIT 6 $0.00 $0.00 $0.00 Year 1 73682 AXON EVIDENCE - AUTO TAGGING LICENSE 24 $3,124.80 $0.00 $3,124.80 Year 1 85149 AXON TASER - 2 DAY PRODUCT SPECIFIC INSTRUCTOR COURSE 1 $1,357.20 $0.00 $1,357.20 Year 1 85760 AXON AUTO-TRANSCRIBE - UNLIMITED SERVICE 16 $4,946.69 $0.00 $4,946.69 Year 1 A00031 AXON AIR R10 TEAM KIT BUNDLE 1 $0.00 $0.00 $0.00 Year 1 A00038 PREMIUM ROBOTICS PLAN 1 $0.00 $0.00 $0.00 Year 1 B00088 OSP-UNLIMITED (NO VR) 6 $12,089.57 $329.39 $12,418.96 Year 1 Fleet3A Fleet 3 Advanced 1 $3,106.80 $130.27 $3,237.07 Year 1 Fleet3ARe Fleet 3 Advanced Renewal 6 $13,649.03 $296.60 $13,945.63 Year 1 H00001 AB4 Camera Bundle 24 $0.00 $0.00 $0.00
Year 1 H00002 AB4 Multi Bay Dock Bundle 3 $0.00 $0.00 $0.00 Year 1 M00049 OFFICER SAFETY PLAN T10 18 $51,477.38 $2,241.01 $53,718.39 Invoice Upon Fulfillment A00031 AXON AIR R10 TEAM KIT BUNDLE 1 $0.00 $0.00 $0.00 Total $105,198.32 $1,816.95 $107,015.27
Sep 2026
Invoice Plan Item Description Qty Subtotal Tax Total
Invoice Upon Fulfillment A00038 PREMIUM ROBOTICS PLAN 1 $0.00 $0.00 $0.00 Invoice Upon Fulfillment B00088 OSP-UNLIMITED (NO VR) 6 $0.00 $0.00 $0.00 Invoice Upon Fulfillment Fleet3ARe Fleet 3 Advanced Renewal 6 $0.00 $0.00 $0.00 Invoice Upon Fulfillment M00049 OFFICER SAFETY PLAN T10 18 $0.00 $0.00 $0.00 Total $0.00 $0.00 $0.00
Aug 2027
Invoice Plan Item Description Qty Subtotal Tax Total
Year 2 100738 AXON FLEET 3 - SIM INSERTION - VZW 4FF 6 $18.00 $1.75 $19.75 Year 2 101283 AXON RECORDS - DRAFT ONE - AI-ASSISTED REPORT WRITING 16 $12,862.87 $0.00 $12,862.87 Year 2 101924 AXON FLEET - TAOGLAS ANT - 7-IN-1 4CELL 2WIFI 1GNSS INT 6 $178.80 $17.43 $196.23 Year 2 102011 AXON AI ASSISTANT 16 $5,937.12 $0.00 $5,937.12 Item 6.d
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Page
9 Q-813905-46169AS
Aug 2027
Invoice Plan Item Description Qty Subtotal Tax Total
Year2 102618 SKY-HERO INSTRUCTOR CERTIFICATION COURSE (2-DAY -5 STUDENTS)1 $300.00 $0.00 $300.00 Year2 103346 AXON FLEET- ERICSSON R980-5GD-A+5YR NETCLOUD6 $2,278.80 $222.18 $2,500.98 Year2 50043 AXON INTERVIEW- STREAMING SERVER MAINTENANCE - PER SERVER2 $791.52 $0.00 $791.52 Year2 50045 AXON EVIDENCE- STORAGE- INTERVIEW ROOM UNLIMITED1 $1,341.00 $0.00 $1,341.00 Year2 72036 AXON FLEET3- STANDARD2 CAMERA KIT6 $0.00 $0.00 $0.00 Year2 73682 AXON EVIDENCE- AUTO TAGGING LICENSE 24 $3,124.80 $0.00 $3,124.80 Year2 85149 AXON TASER-2 DAY PRODUCT SPECIFIC INSTRUCTOR COURSE1 $1,357.20 $0.00 $1,357.20 Year2 85760 AXON AUTO-TRANSCRIBE- UNLIMITED SERVICE 16 $4,946.69 $0.00 $4,946.69 Year2 A00031 AXON AIR R10 TEAM KIT BUNDLE1 $0.00 $0.00 $0.00 Year2 A00038 PREMIUM ROBOTICS PLAN1 $0.00 $0.00 $0.00
Year2 B00088 OSP-UNLIMITED (NO VR)6 $12,089.57 $329.39 $12,418.96 Year2 Fleet3A Fleet3 Advanced1 $3,106.80 $130.27 $3,237.07 Year2 Fleet3ARe Fleet3 Advanced Renewal6 $13,649.03 $296.60 $13,945.63 Year2 H00001 AB4 Camera Bundle 24 $0.00 $0.00 $0.00
Year2 H00002 AB4 Multi Bay Dock Bundle3 $0.00 $0.00 $0.00 Year2 M00049 OFFICER SAFETY PLAN T10 18 $51,477.38 $2,241.01 $53,718.39 Total $113,459.58 $3,238.63 $116,698.21
Aug 2028
Invoice Plan Item Description Qty Subtotal Tax Total
Year3 100738 AXON FLEET3- SIM INSERTION- VZW 4FF6 $18.00 $1.75 $19.75 Year3 101283 AXON RECORDS- DRAFT ONE- AI-ASSISTED REPORT WRITING 16 $12,862.87 $0.00 $12,862.87 Year3 101924 AXON FLEET- TAOGLAS ANT- 7-IN-1 4CELL 2WIFI 1GNSS INT6 $178.80 $17.43 $196.23 Year3 102011 AXON AI ASSISTANT 16 $5,937.12 $0.00 $5,937.12 Year3 102618 SKY-HERO INSTRUCTOR CERTIFICATION COURSE (2-DAY -5 STUDENTS)1 $300.00 $0.00 $300.00 Year3 103346 AXON FLEET- ERICSSON R980-5GD-A+5YR NETCLOUD6 $2,278.80 $222.18 $2,500.98 Year3 50043 AXON INTERVIEW- STREAMING SERVER MAINTENANCE - PER SERVER2 $791.52 $0.00 $791.52 Year3 50045 AXON EVIDENCE- STORAGE- INTERVIEW ROOM UNLIMITED1 $1,341.00 $0.00 $1,341.00 Year3 72036 AXON FLEET3- STANDARD2 CAMERA KIT6 $0.00 $0.00 $0.00 Year3 73682 AXON EVIDENCE- AUTO TAGGING LICENSE 24 $3,124.80 $0.00 $3,124.80 Year3 85149 AXON TASER-2 DAY PRODUCT SPECIFIC INSTRUCTOR COURSE1 $1,357.20 $0.00 $1,357.20 Year3 85760 AXON AUTO-TRANSCRIBE- UNLIMITED SERVICE 16 $4,946.69 $0.00 $4,946.69 Year3 A00031 AXON AIR R10 TEAM KIT BUNDLE1 $0.00 $0.00 $0.00 Year3 A00038 PREMIUM ROBOTICS PLAN1 $0.00 $0.00 $0.00
Year3 B00088 OSP-UNLIMITED (NO VR)6 $12,089.57 $329.39 $12,418.96 Year3 Fleet3A Fleet3 Advanced1 $3,106.80 $130.27 $3,237.07 Year3 Fleet3ARe Fleet3 Advanced Renewal6 $13,649.03 $296.60 $13,945.63 Year3 H00001 AB4 Camera Bundle 24 $0.00 $0.00 $0.00
Year3 H00002 AB4 Multi Bay Dock Bundle3 $0.00 $0.00 $0.00 Year3 M00049 OFFICER SAFETY PLAN T10 18 $51,477.38 $2,241.01 $53,718.39 Total $113,459.58 $3,238.63 $116,698.21
Aug 2029
Invoice Plan Item Description Qty Subtotal Tax Total
Year4 100738 AXON FLEET3- SIM INSERTION- VZW 4FF6 $18.00 $1.75 $19.75 Year4 101283 AXON RECORDS- DRAFT ONE- AI-ASSISTED REPORT WRITING 16 $12,862.87 $0.00 $12,862.87 Year4 101924 AXON FLEET- TAOGLAS ANT- 7-IN-1 4CELL 2WIFI 1GNSS INT6 $178.80 $17.43 $196.23 Year4 102011 AXON AI ASSISTANT 16 $5,937.12 $0.00 $5,937.12 Year4 102618 SKY-HERO INSTRUCTOR CERTIFICATION COURSE (2-DAY -5 STUDENTS)1 $300.00 $0.00 $300.00 Year4 103346 AXON FLEET- ERICSSON R980-5GD-A+5YR NETCLOUD6 $2,278.80 $222.18 $2,500.98 Year4 50043 AXON INTERVIEW- STREAMING SERVER MAINTENANCE - PER SERVER2 $791.52 $0.00 $791.52 Item 6.d
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Aug 2029
Invoice Plan Item Description Qty Subtotal Tax Total
Year 4 50045 AXON EVIDENCE - STORAGE - INTERVIEW ROOM UNLIMITED 1 $1,341.00 $0.00 $1,341.00 Year 4 72036 AXON FLEET 3 - STANDARD 2 CAMERA KIT 6 $0.00 $0.00 $0.00 Year 4 73682 AXON EVIDENCE - AUTO TAGGING LICENSE 24 $3,124.80 $0.00 $3,124.80 Year 4 85149 AXON TASER - 2 DAY PRODUCT SPECIFIC INSTRUCTOR COURSE 1 $1,357.20 $0.00 $1,357.20 Year 4 85760 AXON AUTO-TRANSCRIBE - UNLIMITED SERVICE 16 $4,946.69 $0.00 $4,946.69 Year 4 A00031 AXON AIR R10 TEAM KIT BUNDLE 1 $0.00 $0.00 $0.00 Year 4 A00038 PREMIUM ROBOTICS PLAN 1 $0.00 $0.00 $0.00 Year 4 B00088 OSP-UNLIMITED (NO VR) 6 $12,089.57 $329.39 $12,418.96 Year 4 Fleet3A Fleet 3 Advanced 1 $3,106.80 $130.27 $3,237.07 Year 4 Fleet3ARe Fleet 3 Advanced Renewal 6 $13,649.03 $296.60 $13,945.63 Year 4 H00001 AB4 Camera Bundle 24 $0.00 $0.00 $0.00
Year 4 H00002 AB4 Multi Bay Dock Bundle 3 $0.00 $0.00 $0.00 Year 4 M00049 OFFICER SAFETY PLAN T10 18 $51,477.38 $2,241.01 $53,718.39 Total $113,459.58 $3,238.63 $116,698.21
Aug 2030
Invoice Plan Item Description Qty Subtotal Tax Total
Year 5 100738 AXON FLEET 3 - SIM INSERTION - VZW 4FF 6 $18.00 $1.74 $19.74 Year 5 101283 AXON RECORDS - DRAFT ONE - AI-ASSISTED REPORT WRITING 16 $12,862.87 $0.00 $12,862.87 Year 5 101924 AXON FLEET - TAOGLAS ANT - 7-IN-1 4CELL 2WIFI 1GNSS INT 6 $178.80 $17.42 $196.22 Year 5 102011 AXON AI ASSISTANT 16 $5,937.12 $0.00 $5,937.12 Year 5 102618 SKY-HERO INSTRUCTOR CERTIFICATION COURSE (2-DAY -5 STUDENTS) 1 $300.00 $0.00 $300.00 Year 5 103346 AXON FLEET - ERICSSON R980-5GD-A+5YR NETCLOUD 6 $2,278.80 $222.16 $2,500.96 Year 5 50043 AXON INTERVIEW - STREAMING SERVER MAINTENANCE - PER SERVER 2 $791.52 $0.00 $791.52 Year 5 50045 AXON EVIDENCE - STORAGE - INTERVIEW ROOM UNLIMITED 1 $1,341.00 $0.00 $1,341.00 Year 5 72036 AXON FLEET 3 - STANDARD 2 CAMERA KIT 6 $0.00 $0.00 $0.00 Year 5 73682 AXON EVIDENCE - AUTO TAGGING LICENSE 24 $3,124.80 $0.00 $3,124.80 Year 5 85149 AXON TASER - 2 DAY PRODUCT SPECIFIC INSTRUCTOR COURSE 1 $1,357.20 $0.00 $1,357.20 Year 5 85760 AXON AUTO-TRANSCRIBE - UNLIMITED SERVICE 16 $4,946.69 $0.00 $4,946.69 Year 5 A00031 AXON AIR R10 TEAM KIT BUNDLE 1 $0.00 $0.00 $0.00 Year 5 A00038 PREMIUM ROBOTICS PLAN 1 $0.00 $0.00 $0.00 Year 5 B00088 OSP-UNLIMITED (NO VR) 6 $12,089.57 $329.33 $12,418.90 Year 5 Fleet3A Fleet 3 Advanced 1 $3,106.80 $130.31 $3,237.11 Year 5 Fleet3ARe Fleet 3 Advanced Renewal 6 $13,649.03 $296.62 $13,945.65 Year 5 H00001 AB4 Camera Bundle 24 $0.00 $0.00 $0.00
Year 5 H00002 AB4 Multi Bay Dock Bundle 3 $0.00 $0.00 $0.00 Year 5 M00049 OFFICER SAFETY PLAN T10 18 $51,477.38 $2,240.99 $53,718.37 Total $113,459.58 $3,238.57 $116,698.15
Item 6.d
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Sky-hero products are manufactured in European Union and are classified as military grade, transfer and re-export is strictly prohibited.
Tax is estimated based on rates applicable at date of quote and subject to change at time of invoicing. If a tax exemption certificate should be applied, please submit prior to invoicing.
Standard Terms and Conditions
Axon Enterprise Inc. Sales Terms and Conditions
Axon Master Services and Purchasing Agreement:
This Quote is limited to and conditional upon your acceptance of the provisions set forth herein and Axon’s Master Services and Purchasing Agreement (posted at https://www.axon.com/sales-terms-and-conditions), as well as the attached Statement of Work (SOW) for Axon Fleet and/or Axon Interview Room purchase, if applicable. In the event you and Axon have entered into a prior agreement to govern all future purchases, that agreement shall govern to the extent it includes the products and services being purchased and does not conflict with the Axon Customer Experience Improvement Program Appendix as described below.
ACEIP:
The Axon Customer Experience Improvement Program Appendix, which includes the sharing of de-identified segments of Agency Content with Axon to develop new products and improve your product experience (posted at www.axon.com/legal/sales-terms-and-conditions), is incorporated herein by reference. By signing below, you agree to the terms of the Axon Customer Experience Improvement Program.
Acceptance of Terms:
Any purchase order issued in response to this Quote is subject solely to the above referenced terms and conditions. By signing below, you represent that you are lawfully able to enter into contracts. If you are signing on behalf of an entity (including but not limited to the company, municipality, or government agency for whom you work), you represent to Axon that you have legal authority to bind that entity. If you do not have this authority, please do not sign this Quote.
Item 6.d
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Exceptions to Standard Terms and Conditions
Agency has existing contract(s) originated via
Quote(s):
Q-328447, Q-423910, Q-446470, Q-581346,
Q-595403, Q-726418, Q-727236,
Agency is terminating those contracts
effective 9/1/2026. Any changes in this date
will result in modification of the program value
which may result in additional fees or credits
due to or from Axon.
The parties agree that Axon is applying a
Transfer Balance of -$8,261.24
100% discounted body-worn camera and
docking station hardware contained in this
quote reflects a TAP replacement for
hardware purchased under existing quotes
aforementioned above. All TAP obligations
from this contract will be considered fulfilled
upon execution of this quote.
Rewrite Estimates
Estimated Amounts and Contract Terminations. Any amounts stated as due under existing or terminated contracts — including contract transfer balances carried forward to new or pending contracts — are estimates based on payments received as of the calculation date. These estimates may be adjusted if new contracts are not executed on the anticipated dates or if expected payments are not made.
Item 6.d
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Refresh Shipment Timing
Technology Assurance Plan (TAP) Refresh Prior to Renewal. For Customers with expiring agreements that include TAP refresh rights, Axon may, in its discretion, ship refresh hardware under the existing contract while renewal or replacement agreements are in progress. Any such shipments will be deemed made under the terms of the existing contract until the new contract is fully executed, after which any applicable updates, fees, or adjustments will apply.
Shipment Timing
Shipment Variance. Estimated shipment dates are provided for planning purposes only and are not guarantees. Axon may ship hardware before or after the estimated shipment date, and failure to meet an estimated shipment date will not, by itself, constitute a breach, provided Axon uses commercially reasonable efforts to meet estimated shipment dates.
\s1\ \d1\
Signature Date Signed
5/27/2026
Item 6.d
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Item 6.d
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CITY OF HEALDSBURG
CITY COUNCIL AGENDA STAFF REPORT
MEETING DATE: June 15, 2026
SUBJECT: Amendment to Villa Chanticleer Modernization Project Agreement with Axia Architects for Design, Bidding, and Construction Administration Services
PREPARED BY: Tom Campbell, Project Manager
STRATEGIC INITIATIVE(S):
Maintain and Improve Infrastructure and Facilities
Provide Resident-Driven Community Services
RECOMMENDED ACTION(S):
Adopt a Resolution approving an amendment to the Professional Services Agreement with Axia Architects for design, bidding support, and construction administration services for the Villa Chanticleer Modernization Project increasing the not-to-exceed amount by $102,737 for a total not-to-exceed amount of $136,442 and authorizing the City Manager to execute the amendment and change orders up to 10% of the amended agreement amount.
COMMUNITY ENGAGEMENT/OUTREACH:
Not applicable.
BACKGROUND:
In March 2025, the City Council approved the acceptance of acceptance of $1,500,000 in General Fund Grant funds from the State of California Natural Resources Agency for the Villa Chanticleer Modernization Project (the Project), approved the associated Project Information Package required by the State for said grant funds, authorized the City Manager to execute a Grant Agreement and all grant related documents on behalf of the City, and amended the Fiscal Year 2025-1026 budget.
On April 29, 2026, the City Manager executed a professional services agreement with Axia Architects for schematic design services for modernization improvements to the Villa Chanticleer’s kitchen and bar and required ADA access compliance improvements at the building’s main entrance. The total initial contract not-to-exceed amount is $33,705.
DISCUSSION/ANALYSIS:
Staff propose increasing the not-to-exceed amount for Axia Architect’s contract by $102,737 for Item 6.e
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a total contract not-to-exceed amount of $136,442. This contract amendment is necessary so that Axia Architects can begin design development work this summer. Staff also propose that the City Council authorize the City Manager to approve contract amendments up to 10% of the contract amount, or $13,645. Staff anticipates that design work will be completed in September 2026.
ENVIRONMENTAL STEWARDSHIP:
New kitchen and bar appliances will be energy efficient.
ALTERNATIVES:
The City Council could choose not to adopt a resolution amending the professional services agreement with Axia Architects and provide further direction to staff.
FISCAL IMPACT:
The adopted budget for the Villa Chanticleer Modernization Project CS007 is $1,500,000, funded entirely by a grant from the California Natural Resources Agency. The current design contract totals $33,705. Staff are proposing to amend the contract, increasing the total by $102,737, and authorizing a 10% contract contingency of $13,645 for a total authorized a not-to-exceed amount of $150,087.
ENVIRONMENTAL ANALYSIS:
Modernization improvements to the Villa Chanticleer are exempt from the provisions of the California Environmental Quality Act (CEQA) pursuant to CEQA CCR Title 14, Section 15301 (exemption for existing facilities) because the improvements consist of the maintenance and minor alteration of an existing public facility, involving negligible or no expansion of existing or former use.
ATTACHMENT(S):
Resolution
Axia Architects Proposal
Item 6.e
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CITY OF HEALDSBURG
RESOLUTION NO. -2026
ADOPT A RESOLUTION APPROVING AN AMENDMENT TO
THE PROFESSIONAL SERVICES AGREEMENT WITH AXIA
ARCHITECTS FOR DESIGN, BIDDING SUPPORT, AND
CONSTRUCTION ADMINISTRATION SERVICES FOR THE
VILLA CHANTICLEER MODERNIZATION PROJECT
INCREASING THE NOT-TO-EXCEED AMOUNT BY $102,737
FOR A TOTAL NOT-TO-EXCEED AMOUNT OF $136,442 AND
AUTHORIZING THE CITY MANAGER TO EXECUTE THE
AMENDMENT AND CONTRACT CHANGE ORDERS UP TO
10% OF THE AMENDED AGREEMENT AMOUNT
WHEREAS, in March 2025, the City Council approved the acceptance of acceptance of $1,500,000 in General Fund Grant funds from the State of California Natural Resources Agency for the Villa Chanticleer Modernization Project (the Project), approved the associated Project Information Package required by the State for said grant funds, authorized the City Manager to execute a Grant Agreement and all grant related documents on behalf of the City, and amended the Fiscal Year 2025-2026 budget; and
WHEREAS, on April 29, 2026, the City Manager executed a professional services agreement with Axia Architects for schematic design services for the Project. The total initial contract not-to-exceed amount is $33,705; and WHEREAS, staff recommends that the City Council approve an amendment increasing the not-to-exceed amount by $102,737 to $136,442 for design, bidding support, and construction administrative services for modernization improvements to the Villa Chanticleer’s kitchen and bar and required ADA access compliance improvements at the building’s main entrance; and WHEREAS, staff are also recommending Council authorize the City Manager to execute the amendment on behalf of the City and change orders up to 10% of the amended agreement amount; and
WHEREAS, City Council’s approval of an amendment to a Professional Services Agreement is not subject to the provisions of the California Environmental Quality Act (CEQA) because approving an amendment to a Professional Services Agreement is not a project, since it will not have a direct or reasonably foreseeable indirect impact on the environment.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Healdsburg hereby:
1. Approves an amendment to the professional services contract with Axia Architects, increasing the not-to-exceed amount by $102,737 to $136,442.
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Resolution No. -2026
2. Authorizes the City Manager to execute the amendment on behalf of the City and change orders up to 10% of the amended contract amount.
3. Determines that improvements to the Villa Chanticleer are exempt from the provisions of the California Environmental Quality Act (CEQA) pursuant to CEQA CCR Title 14, Section 15301 (exemption for existing facilities) because the improvements consist of the maintenance and minor alteration of an existing public facility, involving negligible or no expansion of existing or former use.
PASSED, APPROVED, AND ADOPTED by the City Council of the City of Healdsburg this 15th day of June 2026, by the following vote:
SO ORDERED: ATTEST:
___________________________________ ________________________________ J. Chris Herrod, Mayor Raina Allan, City Clerk
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May 25, 2026
Tom Campbell, Project Manager
Community Services Department
City of Healdsburg (Client)
1557 Healdsburg Ave.
Healdsburg, CA 95448
Re: Architectural Services for Villa Chanticleer Remodel Project 1248 North Fitch Mountain Road, Healdsburg
Dear Tom,
AXIA Architects enthusiastically submits this proposal for Architectural Services to support the remodel of the Villa Chanticleer facility at 1248 North Fitch Mountain Road in Healdsburg, California. Based on our site discussions together, we understand the scope of this project is focused on the kitchen, the bar, and required accessible upgrades to the extent allowed by the City’s budget. A rough estimated breakdown of the City’s initial budget is attached in Exhibit A.
This Phase 2 proposal is for Design Development, Construction Documents, assistance with the city’s bidding process, and Construction Administration based on the scope described below:
SCOPE SUMMARY – PHASE 2:
1. Kitchen and Bar Remodel Priorities: The Phase 2 design services shall be limited to the improvements identified in the Phase 1 Client-approved Schematic Design.
2. This proposal includes services for architecture, mechanical, plumbing, food service, and electrical engineering (lighting and power only) as described above in Item 1.
3. Mechanical design shall be limited to a ductless split system for kitchen cooling. The Client has requested reuse of the existing exhaust hood. Due to budget limitations, make-up air units shall not be part of this scope.
4. Access Compliance in the scope is limited to barrier removal design for the parking adjacent to the building, kitchen handwash station and circulation, and accessible seating at the bar and restroom upgrades up to 20% of the construction budget as defined in the City of Healdsburg Unreasonable Hardship form. Additional access barrier removal items may be observed that require addressing. These items would be reviewed with the Client and, upon approval, be incorporated into the project as Additional Services.
5. Up to three (3) design meetings with the Client.
6. The Architect shall prepare the following Design Development documents for the Client’s approval:
a. Code Summary
b. Site Plan
c. Demolition Plan
d. Floor Plan
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e. Interior Elevations of Kitchen and Bar
f. Control Details
g. Draft Project Manual
h. Detailed Cost Estimate for Building Improvements.
i. Any recommendations by the Architect to help adjust the design scope to better align, if necessary, with the Client’s budget.
7. Based on the Client’s approved Design Development Documents, including any identified adjustments to help align budget, the Architect shall prepare Construction Documents for building permit submission. The Client and Architect acknowledge that, in order to perform the Work, the Contractor shall be responsible for providing additional information including but not limited to shop drawings and similar materials requested by the Architect in the Construction Documents.
8. The Architect shall assist the Client in the bidding process by responding to questions, reviewing product substitutions in accordance with the terms of the Construction Documents, and issuing any Addenda to the Construction Documents.
9. The Architect shall provide administrative support between the Client (Owner) and the Contractor during construction as identified in the AIA A201-2017, General Conditions of the Contract for Construction. The Architect shall not have control over, charge of, or responsibility for the construction methods, techniques, means, safety precautions or protocols of the General Contractor, nor shall the Architect be responsible for the Contractor’s failure to perform the work in accordance with the requirements of the Construction Documents.
ADDITONAL NOTES:
1. Cost of Work: AXIA Architects intends to render its services in accordance with generally accepted professional practices and makes no warranty either expressed or implied. An opinion of probable cost by the Architect represents his best judgement as a design professional and is supplied for general guidance. It is recognized, however, that neither the Architect nor Client have any control over the General Contractor's methods of determining bid prices or over variable market conditions. Thus, the Architect cannot guarantee the accuracy of such opinions as compared to actual costs. In preparation of cost estimates, the Architect shall be permitted to include contingencies. The Architect may also make recommendations for reasonable adjustments to the project scope to help better align with the Client’s budget. The Client shall cooperate with the Architect in making such adjustments by either accepting the scope adjustments or increasing the budget accordingly. Should the lowest Contractor’s bid exceed the Client’s budget by more than 10%, the Architect shall modify the Construction Documents without additional compensation. The Architect’s modifications to the Construction Documents shall be the limit of the Architect’s responsibility to the Cost of Work.
OWNER RESPONSIBILITIES:
1. The Client shall provide timely information requested for the project.
2. Investigations on existing site and facilities including Geotechnical reports, Hazardous material reports, building inspections, as-builts, site surveys, and other studies as requested.
3. Permit Fees
4. Adjust the budget or project scope based on recommendations by the Architect.
5. Bidding
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6. Contracts, General Conditions, and other legal documents between the Client and the General Contractor.
7. Third party testing during construction as required.
EXCLUDED SERVICES:
• Surveys of any kind (boundary, topography, utilities, accessibility audits, as-builts, etc.) • Civil engineering, structural engineering, low voltage design, or engineering of any kind other than those described in Item 2 above under Scope Summary – Phase 2. • Upgrades to existing utility capacity to the site (electrical, water, sewer, etc.) • Fire sprinkler or fire suppression design
• Hazardous materials testing and abatement
• As-built surveys or CAD files of As-built Conditions
• CASp or Accessibility Surveys
• Commissioning
• Environmental or CEQA related studies or services.
• Landscape design.
• Acoustical engineering
• Title 24 if a non-prescriptive method is required.
• Replacement of existing exterior patio cover trellis
• All services associated with Entitlements
• Emergency generator, photovoltaics, battery energy storage, security, and AV system designs.
• Design services related to grease traps or grease interceptors. • Design services related to fire alarm upgrades or replacement of existing systems. • Building Inspections (example: pest, dry rot, mold, roof, etc.) • Energy modeling, Life Cycle analysis, or green building programs. • Regulatory fees of any kind.
• Interior Fixtures, furnishings, and equipment (FF&E)
• Upgrades to the existing structure or other portions of the building required by the governing authorities or by code that were not originally anticipated in the Scope of Services are not included in the above-mentioned Services and shall be addressed as Additional Services.
• Upgrades to the existing structure or other portions of the building beyond the initial budget in Exhibit A are not included in the above-mentioned Services and shall be addressed as Additional Services.
Should any of the Excluded Services be required, the Architect shall be entitled to additional compensation as Additional Services.
The fee for Phase 2 Architectural Basic Services (architectural, mechanical, plumbing, and electrical engineering) for the above-mentioned scope shall be billed on an hourly basis not-to-exceed $102,737.00 (One hundred two thousand seven hundred thirty-seven dollars) plus Reimbursable Expenses in accordance with the attached Schedule of Fees and Terms of Agreement. This fee includes an Allowance of $6,000 for an DD-Level Cost Estimate.
ALLOWANCES: Allowances are listed based on an assumed amount of time. Should the actual time needed be more or less than the Allowance, the fee for services will be adjusted accordingly after review with the Client.
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PRELIMINARY ROUGH ESTIMATED COST
Project: Owner: Contractor: Date:
Kitchen and Bar Remodel City of Healdsburg May 24, 2026 Villa Chanticleer Community Service Dept. Arch Job #
900 Chanticleer Way Tom Campbell, Project Manager 1241
Healdsburg, CA 1557 Healdsburg Ave.
Healdburg, CA 95448
Hard Costs: Conceptual Level
Kitchen and Bar Improvements 600,000 $
Accessible Upgrades Budget (20%) 120,000 $
Subtotal Rough Hard Cost Estimate: 720,000 $
Contingency 10% 72,000 $
TOTAL ROUGH EST. HARD COSTS: 792,000 $
Soft Costs - Phase 2:
$ 72,000
$ 8,625
Electrical Engineering 13,225 $
Food Service Design 3,887 $
Cost Estimating (DD Phase only) 6,000 $
Fire Sprinkler - $
$ 5,000
$ -
$ -
$ -
$ 40,000
$ 6,000
$ 2,500
Contingency 10% 15,724 $
TOTAL EST. SOFT COSTS-PHASE 2: $ 172,961
Phase 1 Schematic Design Cost 33,705 $
Estimated Rough Project Cost $ 998,666
Other Costs
$ -
Civil Engineering
Title 24 Energy Calcs and CALGreen
Mechanical / Plumbing Engineering
Architectural Basic Services
Owner FF&E & Move in (Provided by
Owner)
Testing and Inspections
Reimbursable Expenses (Printing,
Mileage, Mail, Etc.)
Landscape Architecture
Geotechnical Study
Building and Health Dept Permit Fees
Please Note: These numbers are an early stage approximation and may not include all costs and other expenses.
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SCHEDULE OF FEES
Effective January 1, 2026
CONFIDENTIAL
I. TIME CHARGES
PRINCIPAL $265
ASSOCIATE PRINCIPAL $220 - $240
PROJECT ARCHITECT $200 - $230
PROJECT MANAGER $190 - $210
JOB CAPTAIN $175 - $195
ARCHITECTURAL INTERN $160 - $175
ADMINISTRATIVE $145
The above billing rates are subject to adjustment annually.
II. REIMBURSABLE EXPENSES
Consultants: Cost plus 15%
Travel: Private Vehicle per current IRS Scheduled Rate.
Commercial travel & related expenses at cost plus 15%.
Other Project Expenses: Cost plus 15%
Such as: printing, graphics, photography & reproduction, rental or purchase of special equipment and materials,
long distance telephone, special shipping or delivery,
models and renderings, lodging and subsistence.
Reimbursable Expenses are in addition to the fees for services and shall include actual expenditures made in the interest of the project such as transportation and living expenses when traveling in connection with the project.
III. ADDITIONAL SERVICES
Per the Schedule of Fees above.
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CITY OF HEALDSBURG
CITY COUNCIL AGENDA STAFF REPORT
MEETING DATE: June 15, 2026
SUBJECT: Extension of Memorandum of Understanding with Magical Bridge Foundation
PREPARED BY: Tom Campbell, Project Manager
STRATEGIC INITIATIVE(S):
Maintain and Improve Infrastructure and Facilities
Provide Resident Driven Community Services
RECOMMENDED ACTION(S):
Adopt a Resolution approving an amendment to the Memorandum of Understanding with Magical Bridge Foundation extending the term of the agreement and authorizing the City Manager to execute the amendment.
COMMUNITY ENGAGEMENT/OUTREACH:
The approved master plan for the redevelopment of Badger Park (the “Badger Park Redevelopment Master Plan” or “Master Plan”) involved significant community outreach, engagement and input including:
• The Parks Design Team, a group of approximately 30 community members representing different demographics in the community, met 13 times throughout the planning process to guide the project.
• 11 focus group work sessions with park user groups, sports associations, partner organizations, outdoor recreation businesses, and City officials, and staff. • Open house events (virtual and in-person) and an online survey.
Magical Bridge Foundation and City staff held a community engagement event called Magical Healdsburg Day on April 30, 2026, at Badger Park. Three drop-in sessions throughout the day and evening brought residents, park users, and stakeholders to the existing playground to provide feedback on a schematic design and play equipment options.
BACKGROUND:
In July 2019, the City launched a public process to develop a master plan for the redevelopment Item 6.f
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of Badger Park. Fletcher Studio, a landscape architecture firm, led the process with a group of community members called the Parks Design Team who served as the steering team for the Master Plan. The resulting draft master plan is the outcome of numerous requests to install flush-toilet restrooms in the park, the desire to enhance river access for the community, and address aging infrastructure and components like the play structure. The park will be redeveloped in multiple phases due to cost and available funding.
In May 2024, the City Council directed that the Badger Park's first phase of redevelopment focus on river access improvements and flush toilet restrooms in accordance with the $1,000,000 matching grant the City was awarded from the Sonoma County Agriculture Preservation and Open Space District.
In June 2025, the City Council adopted its Fiscal Year 2025-26 goals, which included “Prioritize the creation of an inclusive ‘Magical Bridge’ playground for either Laura Fish Somersal Park or Badger Park.”
In September 2025, the City Council approved a Memorandum of Understanding with Magical Bridge Foundation (the “Foundation”) for feasibility/planning, fundraising, and schematic design work for a Magical Bridge Playground at Badger Park.
In November 2025, the City Council adopted the Mitigated Negative Declaration and the Mitigation Monitoring and Reporting Program for the Badger Park Redevelopment Master Plan project and approved the final Badger Park Redevelopment Master Plan.
In December 2025, the City Council approved the Foundation's fundraising framework as an addendum to the Memorandum of Understanding.
DISCUSSION/ANALYSIS:
Magical Bridge Foundation continues to raise funds for the playground project. A schematic design and feasibility study are nearly complete. Staff recommends the MOU with the Foundation, which expires on June 15, 2026, be extended through August 31, 2026, so the Foundation can complete its fundraising and schematic design work. Staff anticipates that an update on this work will be presented to the City Council in August 2026 along with a funding commitment from the Foundation and a Design and Construction Agreement.
ENVIRONMENTAL STEWARDSHIP:
The Badger Park Redevelopment Master Plan contemplates an overall approach towards low impact design. Implementation of this would be addressed during the detailed design development stage.
ALTERNATIVES:
City Council could direct the Magical Bridge Foundation to cease its fundraising efforts.
FISCAL IMPACT:
The Foundation agreed to conduct fundraising efforts to ensure that the playground project will be funded entirely by private donations with no fiscal impact to the City.
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ENVIRONMENTAL ANALYSIS:
The playground project is addressed in the Badger Park Redevelopment Master Plan MND (State Clearinghouse No. 2025090049) which was certified by the Healdsburg City Council through the adoption of Resolution No. 99-2025. Amending the Memorandum of Understanding with Magical Bridge Foundation to extend the term of the agreement does not raise any new or more significant impacts that have not previously been analyzed. Thus, no additional CEQA analysis is required.
ATTACHMENT(S):
Resolution
First Amendment to Memorandum of Understanding
Memorandum of Understanding
First Addendum to Memorandum of Understanding
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CITY OF HEALDSBURG
RESOLUTION NO. -2026
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
HEALDSBURG APPROVING A TIME-ONLY AMENDMENT TO
THE MEMORANDUM OF UNDERSTANDING WITH MAGICAL
BRIDGE FOUNDATION FOR FEASIBILITY/PLANNING,
FUNDRAISING, AND SCHEMATIC DESIGN WORK FOR A
MAGICAL BRIDGE PLAYGROUND AT BADGER PARK, AND
AUTHORIZING THE CITY MANAGER TO EXECUTE
DOCUMENTS ON BEHALF OF THE CITY COUNCIL
WHEREAS, the City of Healdsburg adopted a park naming policy in 2002 to create a uniform way to name existing and future park and/or recreation facilities; and WHEREAS, the City of Healdsburg (the “City”) launched a master planning process in 2019 for the development of a Badger Park Redevelopment Master Plan; and WHEREAS, in September 2021 the City Council received an update on the master planning process and directed staff to move forward with CEQA documentation for the Badger Park Redevelopment Master plan; and
WHEREAS, in August 2023, the City Council approved a Professional Services Agreement with Raney Planning & Management for CEQA work and an aquatic resources jurisdictional delineation for the Badger Park Redevelopment Master Plan project; and WHEREAS, in May 2024, the City Council provided direction for the park’s first phase of redevelopment to focus on river access improvements and flush toilet restrooms in accordance with the $1,000,000 matching grant that the City was awarded from the Sonoma County Agriculture Preservation and Open Space District; and WHEREAS, In June 2025, the City Council adopted its Fiscal Year 2025-2026 goals, which included “Prioritize the creation of an inclusive ‘Magical Bridge’ playground for either Laura Fish Somersal Park or Badger Park.”; and
WHEREAS, in September 2025, the City Council approved a Memorandum of Understanding (MOU) with Magical Bridge Foundation for feasibility/planning, fundraising, and schematic design work for a Magical Bridge Playground at Badger Park; and WHEREAS, on November 3, the City Council adopted the Mitigated Negative Declaration (MND) and the Mitigation Monitoring and Reporting Program (MMRP) for the Badger Park Redevelopment Master Plan project and approved the final Badger Park Redevelopment Master Plan; and
WHEREAS, in December 2025, the City Council approved the Magical Bridge Item 6.f
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Resolution No. ______
Foundation’s fundraising framework as an addendum to the MOU; and WHEREAS, the City Council’s approval of time-only amendment the Memorandum of Understanding with Magical Bridge Foundation is not subject to the provisions of the California Environmental Quality Act (CEQA) because approval of a time-only amendment to a Memorandum of Understanding is not a project, since it will not have a direct or reasonably foreseeable indirect impact on the environment.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Healdsburg does hereby:
1. Approves a time-only amendment to the Memorandum of Understanding between the City and Magical Bridge Foundation in the form attached hereto as Exhibit A extending the expiration date to August 31, 2026 and authorizes the City Manager to execute the amendment to the MOU in a form substantially similar to the form identified in Exhibit A.
2. Finds that approval of a time-only amendment to the Memorandum of Understanding with Magical Bridge Foundation is not subject to the provisions of the California Environmental Quality Act (CEQA) because approval of a time-only amendment to a Memorandum of Understanding is not a project, since it will not have a direct or reasonably foreseeable indirect impact on the environment.
PASSED, APPROVED AND ADOPTED by the City Council of the City of Healdsburg this 15th day of June 2026 by the following vote:
AYES: Councilmembers: ( )
NOES: Councilmembers: ( )
ABSENT: Councilmembers: ( )
ABSTAINING: Councilmembers: ( )
SO ORDERED: ATTEST:
__________________________________ _________________________________ J. Chris Herrod, Mayor Raina Allan, City Clerk
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EXHIBIT A
FIRST AMENDMENT OF MEMORANDUM OF UNDERSTANDING
THIS FIRST AMENDMENT OF THE MEMORANDUM OF UNDERSTADING (“MOU”) is made by and between Magical Bridge Foundation hereinafter, (“Foundation”) and the CITY OF HEALDSBURG (“City”), and collectively referred to as (“Parties”) and shall be effective as of June 15, 2026 for the purpose of amending that certain MOU (“Original Agreement”), between the Parties signed September 15, 2025 to provide feasibility/planning, fundraising, and schematic design services for the Project (“The Project”).
WHEREAS, City and Consultant wish to amend Section 4: Term of the Original MOU to extend the termination date to August 31, 2026; and
WHEREAS, the legislative body of the City on June 15, 2026 by Resolution No. ______ authorized execution of this Amendment on behalf of the City in accordance with the City Municipal Code and/or other applicable law.
NOW THEREFORE, the Parties hereby agree to amend the Original Agreement as follows:
1. TERM - Section 4 is hereby amended to extend the termination date to August 31, 2026.
2. With respect to all other terms and conditions, the Original Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment of the day and year first above written:
City of Healdsburg, a Municipal Corporation Magical Bridge Foundation _________________________________ By: _____________________________ Jeffrey Kay, City Manager
Attest:
__________________________________
Raina Allan, City Clerk
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Entity Name: __________________________________________________________ Description of Services: ______________________________________________________________ Department: ________________________ Project Manager _________________Phone:____________ Initial not-to-exceed amount: ____________
Begin Date __________________ End date_________________ _____Amendment #1- Amount $ ____________ End Date____________ _____Amendment #2- Amount $ ____________ End Date____________ _____Amendment #3- Amount $ ____________ End Date____________ _____Amendment #4- Amount $ ____________ End Date____________ _____Amendment #5- Amount $ ____________ End Date____________ Total not-to-exceed Amount: _______________________
Funding Source: _________________________________________ Budgeted: Yes _______ No _______ (Include Acct# and Project #)
DIR Number ____________________
Resolution No. ___________
City Council approval date____________________________
MOU CHECK LIST
Katie Edgar, Finance Director:_________________________ Check all that apply: Certificate(s) of Insurance attached: GL____ Auto ___ Excess ____ W/C* ____ Prof (E&O) ____ *Workers’ Comp Declaration _____ Other _________________ Tyler Kettmann, Risk Manager:_____________________________ Business License No.: __________________ Expiration Date: _______________ ____W-9 (if new vendor) Department Head Approval:_____________________________
Grant Funded?: Yes _______ No _______
Magical Bridge Foundation
Tom Campbell
N/A
X
9/15/2025
Magical Bridge Playground at Badger Park
0 0
9/15/2027
Community Services 431-3152
X
Docusign Envelope ID: A6F913B9-07E1-4094-BFCB-A0CDE074F241 N/A
N/A N/A
10/15/2025
X
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Memorandum of Understanding for Badger Park Playground
This Memorandum of Understanding (“MOU") is made on _________________, 2025, by and between the Magical Bridge Foundation, a California non-profit public benefit corporation (''Foundation"), and the City of Healdsburg, a California municipal corporation ("City"). The Foundation and City are sometimes referred to herein individually as a "Party" and collectively as the "Parties".
RECITALS
WHEREAS, Badger Park is property owned by the City and located at 750 Heron Drive, Healdsburg, California, 95448 ("Property"); and
WHEREAS, the City is undertaking improvements to the Property in accordance with the Badger Park Redevelopment Master Plan, which was developed in 2021 and anticipated to be approved by the City Council on November 3, 2025; and
WHEREAS, the redevelopment improvements will be completed by the City in multiple phases due to cost and available funding with the first phase including improved river access and construction of a restroom building with flush toilets (the “Redevelopment”); and WHEREAS, the Foundation has secured a five hundred thousand ($500,000.00) donation from an anonymous donor (the "Donation") committed to supporting the creation of a Magical Bridge Playground (the “Project”); and
WHEREAS, the City Council established a Fiscal Year 2025-2026 goal to prioritize the creation of an inclusive "Magical Bridge" playground for either Laura Fish Somersal Park or Badger Park; and
WHEREAS, the City and the Foundation have elected to focus efforts on Badger Park after determining that it presents the best opportunity for a Magical Bridge playground in the coming years due to the current availability of infrastructure and parking; and WHEREAS, the Foundation wishes and is qualified to provide feasibility/planning, fundraising, and schematic design services (the “Work”) for the Project.
AGREEMENT
I. Purpose. This MOU memorializes the Parties' agreement regarding the process of creating a Magical Bridge Playground at Badger Park. Under this MOU, the Foundation agrees to: (i) undertake a feasibility study, including analysis and evaluation of the site, playground size, location, and necessary support facilities; (ii) conduct fundraising efforts to ensure that the Project will be funded entirely by private donations with no fiscal impact to the City; and (iii) complete schematic design work, including cost estimates, to develop a vision and proposed playground concept with the community. This MOU does not address the terms and conditions related to the construction of the Project, which will be negotiated between the Parties and, if agreement is reached, memorialized in a Design Development and Construction Agreement.
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2. Intentions of the Parties. The Foundation intends to provide the City with planning/feasibility, fundraising, and schematic design services for the Project. The City intends to coordinate the Work with the Redevelopment, to the extent feasible. At this time, the City anticipates that schematic design for the Redevelopment will be complete six (6) months after the Effective Date and construction of the Redevelopment will commence twelve (12) months after the Effective Date.
The Foundation intends to raise sufficient funding from private sources to fund the Project in its entirety with no fiscal impact to the City. Upon successful completion of planning/feasibility, fundraising, and schematic design by the Foundation, the City intends to enter into negotiations for a Design Development and Construction Agreement with the Foundation.
3. The Foundation’s Scope of Services.
Planning/Feasibility: The Foundation shall complete a feasibility study that includes an analysis and evaluation of the Property, potential playground size and location, and a summary of the necessary support facilities.
Fundraising: The Foundation shall finalize the $500,000.00 donation from an anonymous donor and secure additional donations from private sources to fund the Project in its entirety with no fiscal impact to the City.
Schematic Design: The Foundation shall complete a schematic design for the playground including cost estimates and develop a vision and proposed playground concept with the Healdsburg community. This work shall include in-person and virtual/web based public engagement that introduces the concept of inclusive play, discusses and develops design approaches for the Project, and seeks feedback on a proposed design. The City agrees to work with the Foundation to develop and deliver the community outreach and engagement to ensure public awareness and feedback for the Project. The Foundation agrees to work collaboratively with the Redevelopment team including Fletcher Studio, the City’s landscape architect consultants, and their subconsultants. The scope of the Project shall be determined collaboratively by the Foundation and the City, and the total Project budget shall not exceed the total donation amount secured by the Foundation. The schematic design shall be subject to review and approval by City staff, the Parks and Recreation Commission, and the City Council.
4. Term This MOU shall commence on the Effective Date and terminate twenty-four months thereafter. The foregoing notwithstanding, unless the Parties otherwise agree, the Term of this MOU shall terminate as follows: (a) nine (9) months after the Effective Date if the planning/feasibility and schematic design work are not complete or the feasibility study determines that the Project is not viable; or (b) fifteen (15) months after the Effective Date if the Foundation has not secured sufficient private funding to construct the Project.
5. Obligations of the Parties.
a. City agrees to work collaboratively on the Project, assist the Foundation with developing and delivering a community engagement and feedback process, and regularly update the Foundation on the status of the Redevelopment.
b. The City will coordinate scheduling and distribution of meeting materials and agendas for the City’s Parks and Recreation Commission, City Council, and any other potential City reviews.
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c. The Foundation will pay all costs, fees and expenses related to the Work using the private donations that it secures through its own fundraising efforts. The Foundation agrees to work collaboratively with the City and the Redevelopment team. d. If, for any reason, City declines to move forward with the Project during or after the Schematic Design process, the City shall be under no obligation to reimburse the Foundation for its costs, fees, or expenses related to the Work. e. If the Foundation determines that the Project is not viable during or after the Schematic Design process, the Foundation shall be under no obligation to proceed with additional work.
6. Negotiation of Design Development and Construction Agreement. Once the Work has been completed, the Parties will commence discussion and negotiation of the Design Development and Construction Agreement for the Project, which shall address the creation of construction documentation and whether the City or the Foundation will undertake the construction of the Project and the terms and conditions thereof. Foundation acknowledges that, if it undertakes the construction of the Project; (i) it shall be required to comply with all applicable provisions of California Labor Code§§ l 720 et. seq. ("State Prevailing Wage Requirements") in connection with the construction of the Project; (ii) it shall pay all workers on the Project prevailing wages in compliance with State Prevailing Wage Requirements; and (iii) no public monies may be used for the construction of the Project.
7. Limitation on Effect of MOU. This MOU shall not obligate either the City or the Foundation to enter into a Design Development and Construction Agreement, but the Parties agree to undertake reasonable best efforts to move forward with the Project and enter into a Design Development and Construction Agreement. By execution of this MOU, neither party is committing itself to or agreeing to undertake any other act or activity requiring the subsequent independent exercise of discretion. The Parties acknowledge that any actions related to the Project, including construction of the Project, will be subject to a Design Development and Construction Agreement negotiated by the Parties, which shall become effective upon completion of the schematic design, documentation of sufficient funding from private sources to complete the Project, and approval of the Parties. This MOU does not limit in any way the discretion of the City in acting on any applications for required permits or approvals for the proposed Project or any portion thereof.
8. CEQA. The Parties acknowledge that compliance with CEQA will be required in connection with consideration of permits and approvals required for the proposed Project or any portion thereof, and the City shall retain the discretion in accordance with CEQA and other applicable law before taking action on any such permits or approvals to (1) adopt or certify an environmental analysis of the Project or any portion thereof, prepared in accordance with CEQA, (2) identify and impose mitigation measuresto mitigate significant environmental impacts, nor limit the anticipated scope of any required public improvements, (3)select other feasible alternatives to avoid significant environmental impacts, including the "no project" alternative, (4) adopt a statement of overriding considerations in accordance with Public Resources Code Section 2108 l(b) relative to any significant environmental impacts of the Project or any portion thereof, or implementation of any required public improvements, prior to taking final action if such significant impacts cannot otherwise be avoided, or (5) determine not to proceed with the Project or any portion thereof.
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9. Notice. Any notice or communication required or permitted under this MOU shall be sufficiently given if delivered in person, by certified mail, return receipt requested, or by email if an email address is provided, with acknowledgment of receipt, to the address set forth below or to another such address as one party may have furnished to the other in writing City: City of Healdsburg
401 Grove Street
Healdsburg, CA 95448
Attention: Jeff Kay, City Manager
Foundation: 959A Addison Avenue
Palo Alto, CA 94301
Attention: Olenka S. Villarreal
[email protected]
10. Assignment. Neither Party may assign or transfer their responsibilities or obligations under this MOU without the prior written consent of the non-assigning party.
11. Amendment. This MOU may be amended or supplemented in writing signed by the Parties.
The City Manager shall have authority to enter into amendments to this Agreement on behalf of the City.
12. Severability. If any provision of this MOU is found to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this MOU is invalid or unenforceable, but that by limiting such provision it would be valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.
13. Understanding. The Parties agree to cooperate and communicate in good faith throughout the implementation of the Work, with the end goal of creating a space for the benefit of the community.
[signatures on following page]
Docusign Envelope ID: A6F913B9-07E1-4094-BFCB-A0CDE074F241 Item 6.f
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This MOU shall be effective as of the date of the last signature below ("Effective Date"). ___________________________
Olenka S. Villarreal
Magical Bridge Foundation
Date: _______________________
__________________________
Jeff Kay, City Manager
City of Healdsburg
Date: ______________________
Docusign Envelope ID: A6F913B9-07E1-4094-BFCB-A0CDE074F241 10/10/2025
10/15/2025
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Certificate Of Completion
Envelope Id: A6F913B9-07E1-4094-BFCB-A0CDE074F241 Status: Completed Subject: MOU - Magical Bridge Playground - City of Healdsburg - Version 2 Agreement Number:
Source Envelope:
Document Pages: 6 Signatures: 5 Envelope Originator:
Certificate Pages: 6 Initials: 0 Tyler Kettmann
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
401 Grove St
Healdsburg, CA 95448
[email protected]
IP Address: 192.184.232.254
Record Tracking
Status: Original
10/10/2025 2:29:14 PM
Holder: Tyler Kettmann
[email protected]
Location: DocuSign
Security Appliance Status: Connected Pool: StateLocal
Storage Appliance Status: Connected Pool: City of Healdsburg Location: Docusign Signer Events Signature Timestamp
Olenka S. Villarreal
[email protected]
CEO
Security Level: Email, Account Authentication
(None) Signature Adoption: Drawn on Device
Using IP Address:
2600:1010:b00b:f35e:d1d9:c204:878c:f443
Signed using mobile
Sent: 10/10/2025 2:31:34 PM
Viewed: 10/10/2025 3:04:57 PM
Signed: 10/10/2025 3:05:06 PM
Electronic Record and Signature Disclosure:
Accepted: 10/10/2025 3:04:57 PM
ID: 0328430e-20f5-4ff0-aece-cf53697283ca
Mark Themig
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address:
2607:fb92:581:cdf0:747b:c2d1:bed2:375a
Sent: 10/10/2025 3:05:08 PM
Viewed: 10/13/2025 8:12:58 AM
Signed: 10/13/2025 8:13:18 AM
Electronic Record and Signature Disclosure:
Accepted: 3/11/2024 12:54:12 PM
ID: ed13e77f-6866-4b5a-a690-e723df70de7b
Tyler
[email protected]
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 192.184.232.254
Sent: 10/13/2025 8:13:20 AM
Viewed: 10/13/2025 8:35:15 AM
Signed: 10/13/2025 8:35:27 AM
Electronic Record and Signature Disclosure:
Accepted: 10/13/2025 8:35:15 AM
ID: cfe5bd12-a2bc-4837-8b6c-4f5cdd804dc8
Tyler Kettmann
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 192.184.232.254
Sent: 10/13/2025 8:35:28 AM
Viewed: 10/13/2025 8:35:43 AM
Signed: 10/13/2025 8:35:47 AM
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Signer Events Signature Timestamp
Electronic Record and Signature Disclosure:
Accepted: 2/14/2025 9:42:23 AM
ID: fab5cdd2-84bb-4e56-8bc4-2b38cecf4716
Katie Edgar
[email protected]
Finance Director
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 192.184.232.254
Sent: 10/13/2025 8:35:49 AM
Viewed: 10/15/2025 3:50:26 PM
Signed: 10/15/2025 3:50:39 PM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Jeffrey Kay
[email protected]
City Manager
City of Healdsburg
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 135.180.254.177
Sent: 10/15/2025 3:50:42 PM
Viewed: 10/15/2025 4:45:06 PM
Signed: 10/15/2025 4:45:30 PM
Electronic Record and Signature Disclosure:
Accepted: 10/15/2025 4:45:06 PM
ID: db7e4050-0f0b-4972-8ba5-00929d0adc63
Raina Allan
[email protected]
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 192.184.232.254
Sent: 10/15/2025 4:45:32 PM
Viewed: 10/16/2025 12:09:20 PM
Signed: 10/16/2025 12:09:55 PM
Electronic Record and Signature Disclosure:
Accepted: 10/16/2025 12:09:20 PM
ID: 6b10d781-8fee-4fd1-94af-1e216e00016f
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Tom Campbell
[email protected]
Security Level: Email, Account Authentication
(None)
Sent: 10/16/2025 12:09:57 PM
Viewed: 10/16/2025 2:03:45 PM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
AP
[email protected]
Security Level: Email, Account Authentication
(None)
Sent: 10/16/2025 12:09:58 PM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Witness Events Signature Timestamp
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Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 10/10/2025 2:31:34 PM
Certified Delivered Security Checked 10/16/2025 12:09:20 PM Signing Complete Security Checked 10/16/2025 12:09:55 PM Completed Security Checked 10/16/2025 12:09:58 PM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
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ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, City of Healdsburg (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system.
Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system.
Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below.
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If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below.
Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us.
All notices and disclosures will be sent to you electronically Electronic Record and Signature Disclosure created on: 5/26/2021 11:16:12 AM Parties agreed to: Olenka S. Villarreal, Mark Themig, Tyler, Tyler Kettmann, Jeffrey Kay, Raina Allan Item 6.f
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Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us.
How to contact City of Healdsburg:
You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows:
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To let us know of a change in your email address where we should send notices and disclosures electronically to you, you must send an email message to us at [email protected] and in the body of such request you must state: your previous email address, your new email address. We do not require any other information from you to change your email address.
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To request paper copies from City of Healdsburg
To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an email to [email protected] and in the body of such request you must state your email address, full name, mailing address, and telephone number. We will bill you for any fees at that time, if any.
To withdraw your consent with City of Healdsburg
To inform us that you no longer wish to receive future notices and disclosures in electronic format you may:
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i. decline to sign a document from within your signing session, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an email to [email protected] and in the body of such request you must state your email, full name, mailing address, and telephone number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process..
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Acknowledging your access and consent to receive and sign documents electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please confirm that you have read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for your future reference and access; or (ii) that you are able to email this ERSD to an email address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format as described herein, then select the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system.
By selecting the check-box next to ‘I agree to use electronic records and signatures’, you confirm that:
You can access and read this Electronic Record and Signature Disclosure; and You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electronic Record and Disclosure to a location where you can print it, for future reference and access; and
Until or unless you notify City of Healdsburg as described above, you consent to receive exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you by City of Healdsburg during the course of your relationship with City of Healdsburg.
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FIRST ADDENDUM TO MEMORANDUM OF UNDERSTANDING
THIS FIRST ADDENDUM TO THE MEMORANDUM OF UNDERSTADING (“MOU”) is made by and between Magical Bridge Foundation hereinafter, (“Foundation”) and the CITY OF HEALDSBURG (“City”), and collectively referred to as (“Parties”) and shall be effective as of December 1, 2025 for the purpose of amending that certain MOU (“Original Agreement”), between the Parties signed September 15, 2025 to provide feasibility/planning, fundraising, and schematic design services for the Project (“The Project”).
WHEREAS, City and Consultant wish to amend scope of work of the Original MOU to provide a fundraising framework; and
WHEREAS, the legislative body of the City on December 1, 2025 by Resolution No. 106-2025 authorized execution of this Amendment on behalf of the City in accordance with the City Municipal Code and/or other applicable law.
NOW THEREFORE, the Parties hereby agree to amend the Original Agreement as follows:
1. DESCRIPTION OF SERVICES/SCOPE WORK- Section 1 is hereby amended to include fundraising framework. The Services are further described in Foundation’s proposal (the “Proposal”), which is attached to and made a part of this Addendum as Exhibit B.
2. With respect to all other terms and conditions, the Original Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Addendum of the day and year first above written:
City of Healdsburg, a Municipal Corporation Magical Bridge Foundation _________________________________ By: _____________________________ Jeffrey Kay, City Manager Its:
Attest:
__________________________________
Raina Allan, City Clerk
!
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Magical Bridge Foundation Fundraising Framework for Badger Park Playground ● Press release and local press coverage - complete and ongoing ● Magical Bridge website and social media push - complete and ongoing ○ Downloadable custom Healdsburg marketing materials and many printed being distributed around town, in shops, libraries and schools ○ Community survey
○ Online invitation to become a “Project Ambassador”
● Project Ambassadors - like real pixie dust for project success! Local community enthusiasts with connections to make, time to give, ideas to share ○ 40 (and counting) Healdsburg individuals have signed up so far ○ Weekly zoom check-ins with Magical Bridge every Tuesday from 11AM-12PM
● Benevity corporate matches
○ Opportunities for a company to match an employee’s donations to the project and a wonderful way to double someone’s gift!
● Local speaking engagements and events
○ Sunrise Rotary presentation by Project Ambassador Emily Peterson 10/16 ○ Magical Bridge will have a craft table on December 5th for Merry Healdsburg ● Targeted direct asks and introductions to potential key donors for gifts or pledges ○ Meeting with influential and invested community members ○ Olenka (Villarreal, founder and CEO) will be in Healdsburg November 13th and 14th with in-person presentations and meetings with key prospects ● Local events, community presence and school activities - for added awareness and enthusiasm
Project Recognition and Legacy Opportunities
In complete alignment with the Healdsburg naming policy for public spaces, Magical Bridge Foundation will work with larger donors to leave their lasting legacies with specific areas or zones in the playground. All gifts of $300 or more will enjoy placement on a beautifully custom donor wall which will celebrate the color palette selected by the community. All signage and donor recognition will be meticulously created to be as magical as can be and provided to city leadership for approval.
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CITY OF HEALDSBURG
RESOLUTION NO. 106-2025
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
HEALDSBURG APPROVING AN ADDENDUM TO THE
MEMORANDUM OF UNDERSTANDING WITH MAGICAL
BRIDGE FOUNDATION FOR FEASIBILITY/PLANNING,
FUNDRAISING, AND SCHEMATIC DESIGN WORK FOR A
MAGICAL BRIDGE PLAYGROUND AT BADGER PARK, AND
AUTHORIZING THE CITY MANAGER TO EXECUTE
DOCUMENTS ON BEHALF OF THE CITY COUNCIL
WHEREAS, the City of Healdsburg adopted a park naming policy in 2002 to create a uniform way to name existing and future park and/or recreation facilities; and WHEREAS, the City of Healdsburg (the “City”) launched a master planning process in 2019 for the development of a Badger Park Redevelopment Master Plan; and WHEREAS, in September 2021, the City Council received an update on the master planning process and directed staff to move forward with CEQA documentation for the Badger Park Redevelopment Master plan; and
WHEREAS, in August 2023, the City Council approved a Professional Services Agreement with Raney Planning & Management for CEQA work and an aquatic resources jurisdictional delineation for the Badger Park Redevelopment Master Plan project; and WHEREAS, in May 2024, the City Council provided direction for the park’s first phase of redevelopment to focus on river access improvements and flush toilet restrooms in accordance with the $1,000,000 matching grant that the City was awarded from the Sonoma County Agriculture Preservation and Open Space District; and WHEREAS, In June 2025, the City Council adopted its Fiscal Year 2025-2026 goals, which included “Prioritize the creation of an inclusive ‘Magical Bridge’ playground for either Laura Fish Somersal Park or Badger Park.”; and
WHEREAS, in September 2025, the City Council approved a Memorandum of Understanding (MOU) with Magical Bridge Foundation for feasibility/planning, fundraising, and schematic design work for a Magical Bridge Playground at Badger Park; and WHEREAS, on November 3, 2025, the City Council adopted the Mitigated Negative Declaration (MND) and the Mitigation Monitoring and Reporting Program (MMRP) for the Badger Park Redevelopment Master Plan project and approved the final Badger Park Redevelopment Master Plan; and
WHEREAS, the Magical Bridge Foundation drafted a fundraising framework to
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`
Magical Bridge Foundation Fundraising Framework for Badger Park Playground Ɣ Press release and local press coverage - complete and ongoing Ɣ Magical Bridge website and social media push - complete and ongoing ż Downloadable custom Healdsburg marketing materials and many printed being distributed around town, in shops, libraries and schools ż Community survey
ż Online invitation to become a “Project Ambassador”
Ɣ Project Ambassadors - like real pixie dust for project success! Local community enthusiasts with connections to make, time to give, ideas to share ż 40 (and counting) Healdsburg individuals have signed up so far ż Weekly zoom check-ins with Magical Bridge every Tuesday from 11AM-12PM Ɣ Benevity corporate matches
ż Opportunities for a company to match an employee’s donations to the project and a wonderful way to double someone’s gift!
Ɣ Local speaking engagements and events
ż Sunrise Rotary presentation by Project Ambassador Emily Peterson 10/16 ż Magical Bridge will have a craft table on December 5th for Merry Healdsburg Ɣ Targeted direct asks and introductions to potential key donors for gifts or pledges ż Meeting with influential and invested community members ż Olenka (Villarreal, founder and CEO) will be in Healdsburg November 13th and 14th with in-person presentations and meetings with key prospects Ɣ Local events, community presence and school activities - for added awareness and enthusiasm
Project Recognition and Legacy Opportunities
In complete alignment with the Healdsburg naming policy for public spaces, Magical Bridge Foundation will work with larger donors to leave their lasting legacies with specific areas or zones in the playground. All gifts of $300 or more will enjoy placement on a beautifully custom donor wall which will celebrate the color palette selected by the community. All signage and donor recognition will be meticulously created to be as magical as can be and provided to city leadership for approval.
Resolution No. 106-2025
Exhibit A
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CITY OF HEALDSBURG
CITY COUNCIL AGENDA STAFF REPORT
MEETING DATE: June 15, 2026
SUBJECT: Amendment No. 1 to Project Agreement No. 3 – Transmission Agency of Northern California
PREPARED BY: April Mitts, Assistant City Manager
STRATEGIC INITIATIVE(S):
- Environmental Stewardship
- Effective Governance
RECOMMENDED ACTION(S):
Adopt a Resolution approving the execution of Amendment No. 1 to Project Agreement No. 3 by and among the Transmission Agency of Northern California (TANC) and its Members, the Cities of Alameda, 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 (the “Members”).
COMMUNITY ENGAGEMENT/OUTREACH:
The proposed amendment will be heard during a Regular City Council meeting wherein a forum for public comment and participation is provided.
BACKGROUND:
The Transmission Agency of Northern California (TANC) is a joint powers agency established by a group of California publicly-owned utilities in 1984 to allow its member utilities to plan and develop transmission facilities in a coordinated manner.
TANC’s initial purpose was to plan, design, and construct the California-Oregon Transmission Project (COTP), a 340-mile long, 500-kilovolt (kV) alternating current (AC) transmission line between the California-Oregon border and Central California. The COTP was completed and energized in 1993.
In 1990, the TANC Commission passed Resolution 1990-18 which approved Project Agreement Number 3 (PA3). PA3 set for the TANC Members’ rights and obligations with respect to TANC’s entitlement to Transfer Capacity in the COTP. It authorizes TANC to act on behalf of the Cities of Alameda, Healdsburg, Lodi, Lompoc, Palo Alto, Redding, Roseville, Santa Clara, and Ukiah, Item 6.g
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the Sacramento Municipal Utility District, the Modesto Irrigation District, the Turlock Irrigation District, and the Plumas-Sierra Rural Electric Cooperative (the ”Members”) in activities related to the development and operations of the COTP, which consists of electric transmission facilities between California and the Pacific Northwest (the “Project”), acting as Project Manager on behalf of the Members.
DISCUSSION/ANALYSIS:
For the past year, TANC Counsel, TANC Special Counsel, and the TANC General Manager have been working with TANC Members and their legal counsels to prepare Amendment No. 1 to PA3.
TANC and its Members now propose to adopt Amendment No. 1 to modify certain provisions of the PA3 to ensure the agreement is consistent with current business practices. Amendment No. 1:
(i) will clarify that changes to Transfer Capability may be made without formally amending PA3 to ensure efficient and timely updates to Project entitlement shares, (ii) includes minor technical, typographical and other non-substantive ministerial changes, and (iii) updates and adds certain appendices to clarify project entitlements. Amendment No. 1 will allow future changes to TANC’s entitlement to Transfer Capability in the Project and Member transfers of their allocation from TANC to occur without the need for an amendment to PA3 so long as the transfers receive an affirmative vote of the TANC Commission, as well as the consent of all impacted Members. The revisions proposed in Amendment No. 1 will expedite the transfer of Participation Percentage share of TANC’s entitlement to Transfer Capacity without impairing TANC’s obligations or imposing new or additional burdens on other Members.
Amendment No. 1 to PA3 is a two-step process. The first step required TANC Commission approval, which occurred on April 15, 2026 (Meeting Link). The second step, pursuant to Section
5.3 of PA3, requires the written agreement of all the parties (TANC and its Members).
A copy of Amendment No. 1 is attached to this staff report for your reference.
ENVIRONMENTAL STEWARDSHIP:
One of the COTP’s benefits is to provide California access to cheaper and cleaner energy supplies (e.g., hydroelectric and wind power from the Pacific Northwest). In doing so, it enables Californiabased energy providers to shift away from older, less efficient and less environmentally friendly fossil fuel energy plants.
ALTERNATIVES:
The City Council could provide alternative direction to staff.
FISCAL IMPACT:
The development and implementation of the proposed amendment to the TANC project agreement will not result in any additional cost to the City.
ENVIRONMENTAL ANALYSIS:
This activity would not result in a direct or reasonably foreseeable indirect change in the physical environment and is therefore, not a “project” for purposes of Section 20165 of the California Environmental Quality Act. No environmental review is necessary.
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ATTACHMENT(S):
Resolution
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CITY OF HEALDSBURG
RESOLUTION NO. __-2026
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
HEALDSBURG APPROVING AMENDMENT NO. 1 TO PROJECT
AGREEMENT NO. 3 BETWEEN AND AMONG THE TRANSMISSION
AGENCY OF NORTHERN CALIFORNIA AND ITS MEMBERS
WHEREAS, the Transmission Agency of Northern California (“TANC”) Project Agreement No. 3 for the California-Oregon Transmission Project (“Project Agreement No. 3”) authorizes TANC to act on behalf of its Members, the Cities of Alameda, 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 (the “Members”) in activities related to the development and operations of the California-Oregon Transmission Project, which consists of electric transmission facilities between California and the Pacific Northwest (the “Project”), acting as Project Manager on behalf of the Members; and
WHEREAS, TANC and its Members now propose to adopt Amendment No. 1 to Project Agreement No. 3 (“Amendment No. 1”) to modify certain provisions of the Project Agreement No. 3 to ensure the agreement is consistent with current business practices; and WHEREAS, Amendment No. 1 (i) will clarify that changes to Transfer Capability may be made without formally amending Project Agreement No. 3 to ensure efficient and timely updates to Project entitlement shares, (ii) includes minor technical, typographical and other nonsubstantive ministerial changes, and (iii) updates and adds certain appendices to clarify project entitlements; and
WHEREAS, Amendment No. 1 will allow future changes to TANC’s entitlement to Transfer Capability in the Project and Member transfers of their allocation from TANC to occur without the need for an amendment to Project Agreement No. 3 so long as the transfers receive an affirmative vote of the TANC Commission, as well as the consent of all impacted Members, and the revisions proposed in Amendment No. 1 will expedite the transfer of Participation Percentage share of TANC’s entitlement to Transfer Capability without impairing TANC’s obligations or imposing new or additional burdens on other Members; and WHEREAS, costs associated with the development and approval of Amendment No. 1 will be allocated to Members in accordance with approved cost allocation methodologies as described in the TANC annual budget; and
WHEREAS, this activity would not result in a direct or reasonably foreseeable indirect change in the physical environment and is therefore, not a “project” for purposes of Section 21065 the California Environmental Quality Act. No environmental review is necessary.
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Resolution No. ___-2026
NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of Healdsburg does hereby:
1. Approve Amendment No. 1 to Project Agreement No. 3 by and among the TANC and its members.
2. Authorize the City Manager, or their designee, to execute Amendment No. 1, including any non-substantive modifications to Amendment No. 1.
PASSED, APPROVED AND ADOPTED, this 15th day of June 2026, by the following vote:
SO ORDERED: ATTEST:
_________________________________ __________________________________ J. Chris Herrod, Mayor Raina Allan, City Clerk
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1 2
3 4
5 6
7 8
9 10
11 12
13 TRANSMISSION AGENCY OF
14 NORTHERN CALIFORNIA
15 PROJECT AGREEMENT NO. 3
16 FOR THE
17 CALIFORNIA-OREGON TRANSMISSION PROJECT
18 19
20 21
22 23
24 25
26 27
28 29 2/23/90
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1 TRANSMISSION AGENCY OF NORTHERN CALIFORNIA
2 PROJECT AGREEMENT NO. 3
3 FOR THE
4 CALIFORNIA-OREGON TRANSMISSION PROJECT
5 6
7 8 AMONG
9 THE TRANSMISSION AGENCY OF NORTHERN CALIFORNIA
10 THE CITY OF ALAMEDA
11 THE CITY OF HEALDSBURG
12 THE CITY OF LODI
13 THE CITY OF LOMPOC
14 THE MODESTO IRRIGATION DISTRICT
15 THE CITY OF PALO ALTO
16 THE PLUMAS-SIERRA RURAL ELECTRIC COOPERATIVE
17 THE CITY OF REDDING
18 THE CITY OF ROSEVILLE
19 THE SACRAMENTO MUNICIPAL UTILITY DISTRICT
20 THE CITY OF SANTA CLARA
21 THE TURLOCK IRRIGATION DISTRICT
22 THE CITY OF UKIAH
23 24
25 26
27 28
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i
1 TRANSMISSION AGENCY OF NORTHERN CALIFORNIA
2 PROJECT AGREEMENT NO. 3
3 FOR THE
4 CALIFORNIA-OREGON TRANSMISSION PROJECT
5 TABLE OF CONTENTS
6 7 SECTION PAGE
8 Preamble ……………………………………………………………………… 1
9 Recitals ……………………………………………………………………… 1
10 1 Definitions ………………………………………………………………… 4
11 2 Project Participation and Authorization …… 12
12 3 Duties and Responsibilities of TANC During
13 Phase II and Phase III ………………………………………… 17
14 4 Obligations of Members During Phase II and
15 Phase III ……………………………………………………………………… 20
16 5 Term, Termination, and Amendments ………………… 26
17 6 Default ……………………………………………………………………… 27
18 7 Use of Transfer Capability ………………………………… 30
19 8 Scheduling …………………………………………………………………… 33
20 9 Insurance and Indemnification ………………………… 34
21 10 Compliance with Other Instruments ………………… 34
22 11 Liability of TANC Officers ………………………………… 34
23 12 Notice of Computation …………………………………………… 35
24 13 Applicable Law …………………………………………………………… 36
25 14 Severability ………………………………………………………………… 36
26 15 Members’ Right to Withdraw ………………………………… 36
27 16 Assignment of Agreement ……………………………………… 42
28 17 Members’ Obligations Several …………………………… 42
Item 6.g
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ii
1 18 Trustee as a Third Party Beneficiary ………… 42
2 19 Appendices …………………………………………………………………… 43
3 20 Waiver ……………………………………………………………………………… 43
4 21 Captions ………………………………………………………………………… 43
5 22 Billing and Payment ………………………………………………… 43
6 23 Distribution of Assets ………………………………………… 45
7 24 Counterparts ………………………………………………………………… 45
8 25 Signatures …………………………………………………………………… 45
9 10 Memorandum of Understanding …………………………… APPENDIX A 11 Memorandum of Understanding Annex ……………… APPENDIX B
12 ParticipatingParticipation Percentages …………………………………(N13 S)………………………… APPENDIX C 14 Participation Percentages (S-N).……………………APPENDIX C-1 15 Return of Layoff Percentages ………………………APPENDIX C-2
16 Prescheduling of Transmission Use
17 and Curtailment of Notification
18 Procedures ………………………………………………………… APPENDIX D
19 Billing Addresses of the Parties ………………… APPENDIX E
20 21
22 23
24 25
26 27
28 29
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iii
1 2
Item 6.g
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1 1 PREAMBLE
2 3 This project Agreement No. 3 is made and entered into as of 4 March 1, 1990, by and among the Transmission Agency of Northern 5 California, hereinafter referred to as "TANC"; and the Cities of 6 Alameda, Healdsburg, Lodi, Lompoc, Palo Alto, Redding, Roseville, 7 Santa Clara, and Ukiah; the Sacramento Municipal Utility 8 District; the Modesto Irrigation District; the Turlock Irrigation 9 District; and the Plumas-Sierra Rural Electric Cooperative. 10 11
12 RECITALS
13 14 WHEREAS:
15 A. On December 10, 1984, TANC was duly established as a 16 joint powers agency, pursuant to Section 6500 et seq. of the 17 California Government Code, by an agreement among the Members 18 entitled "Joint Powers Agreement, Transmission Agency of Northern 19 California"; and
20 B. TANC, in its own name, or for the benefit of its
21 Members, has the power to acquire by purchase or eminent domain, 22 construct, finance, operate and maintain facilities for electric 23 power transmission including, without limitation, the power to 24 purchase, lease, operate, develop, contract for, or own, new or 25 upgraded transmission lines, and facilities for the benefit of 26 the Members; and
27 C. Each Member of TANC owns and operates a system for the 28 distribution of electric power and energy, and is authorized to Item 6.g
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2 1 obtain transmission facilities or rights to use transmission 2 facilities for its present or future requirements, through 3 contracts with TANC or otherwise; and
4 D. TANC, on behalf of its Members, executed December 19, 5 1984, "Memorandum of Understanding, California-Oregon 6 Transmission Project," among certain California entities and the 7 Western Area Power Administration, which sets forth principles 8 for the development of the California-Oregon Transmission Project 9 including the designation of TANC as Project Manager; and 10 E. The Members of TANC entered into the June 19,
11 1985,"Project Agreement" for the purposes of issuing and selling 12 a promissory note for financing studies and other preliminary 13 costs to be incurred prior to making a decision, after 14 environmental and other review, of whether to undertake 15 construction of the 16CaliforniaCalifornia-Oregon Transmission 16 Project; and
17 F. The Members of TANC entered into the September 30, 1985, 18 "TANC Project Agreement No. 2 for the California-Oregon 19 Transmission Project" for the purpose of refinancing the 20 promissory note and to fund certain feasibility and planning 21 studies, and to provide for TANC's share of the costs for Project 22 Development Work for the California-Oregon Transmission Project; 23 and
24 G. TANC, on behalf of its Members, executed the September 25 30, 1985, "California-Oregon Transmission Project Development 26 Agreement" for the purpose of completing required activities such 27 as obtaining approvals, certificates, licenses and permits as 28 required by law and regulation before undertaking construction of 29 the Project; and
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3 1 H. TANC, on behalf of its Members, entered into the 2 Memorandum of Understanding Annex dated February 6, 1986, with 3 the initial Participants and additional non-federal public 4 entities which allocated a 3.125 percent Project entitlement 5 among the additional Participants and re-allocated the remaining 6 entitlement among the initial Participants; and
7 I. The Members of TANC desire to authorize TANC to
8 undertake additional responsibilities as a Participant in the 9 California-Oregon Transmission Project on behalf of the Members, 10 and recognize the desire of all Participants in the
11 California-Oregon Transmission Project for TANC to perform the 12 duties of Project Manager, including the duties and
13 responsibilities described in the "Memorandum of Understanding, 14 California-Oregon Transmission Project," and the "Project 15 Participation Agreement," as defined in this Agreement; and 16 J. On January 20, 1988, TANC certified the Final
17 Environmental Impact Report for the California-Oregon 18 Transmission Project, the Los Banos-Gates Transmission Project, 19 and the Pacific Northwest Reinforcement Project, made findings 20 pursuant to the California Environmental Quality Act, and 21 approved the California-Oregon Transmission Project; and 22 K. Each Member executing this Agreement has participated in 23 the preparation and review of the Draft Environmental Impact 24 Report and has reviewed and approved the Final Environmental 25 Impact Report for the California-Oregon Transmission Project and 26 adopted the findings made by TANC as lead agency for the 27 California-Oregon Transmission Project.
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4 1
2 NOW, THEREFORE, in consideration of the mutual covenants 3 and conditions set forth in this Agreement, TANC and the Members 4 agree as follows:
5 6 1. DEFINITIONS
7 Whenever used in this Agreement, the following terms shall 8 have the following meanings. The singular of any term shall 9 include the plural and the plural shall include the singular. 10 1.1 "Acquisition and Construction Work" - Any work
11 necessary or useful for acquisition and construction of the 12 Project, including procurement of materials and any land or 13 rights in land in connection therewith; and, in addition, that 14 work to be done pursuant to or in the negotiation of the Intertie 15 Agreements for: management and administrative services; 16 economic, legal, engineering, and other activities; and services 17 which may be necessary or convenient in connection with the 18 Intertie Agreements.
19 1.2 “Addition" - A new facility, other than a Betterment 20 or Replacement, that is added to the Project, together with 21 associated land rights, if any.
22 1.3 “Agreement" - This Project Agreement No. 3 among the 23 Members and TANC, as amended and supplemented from time to time 24 in accordance with the terms hereof.
25 1.4 "Betterment" - A new facility, other than a
26 Replacement, together with associated land rights, if any, which 27 will increase the "Rated Project Transfer Capability" (as that 28 term is defined in the Intertie Agreements) above the thenItem 6.g 106 of 786
5 1 current Rated Project Transfer Capability or sixteen hundred 2 (1600) megawatts, whichever is less.
3 1.5 "Closing Date" - The date of each issuance of TANC 4 Project Indebtedness, as determined and announced by written 5 notice from TANC to a TANC Members, as further described in 6 Section 4.1.1.
7 1.6 "Debt Service" - With respect to any period, the
8 aggregate of the amounts required by each Indenture to be paid 9 during said period into any fund or account created by the 10 Indenture for the sole purpose of paying or providing reserves 11 for paying the principal (including sinking fund installments) of 12 and premium, if any, and interest on all the Indebtedness from 13 time to time outstanding; provided, however, that Debt Service 14 shall not include any amounts on account of acceleration of the 15 maturity of any Indebtedness.
16 1.7 "Electric System" - A properties and assets, real and 17 personal, tangible and intangible, of any Member (whether leased 18 or owned) now or hereafter existing, used for or pertaining to 19 the generation, transmission, transformation, distribution and 20 sale of electric capacity and energy, including all additions, 21 extensions, expansions, improvements and betterments thereto and 22 equipping thereof; provided, however, that to the extent the 23 Member is a joint owner of an asset or property, only the 24 Member's ownership interest in such asset or property shall be 25 considered to be part of its Electric System.
26 1.8 “Executive Committee" - A committee appointed by the 27 TANC Commission to which it may delegate certain responsibilities 28 as provided in resolutions duly adopted by the TANC Commission Item 6.g
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6 1 pursuant to the Joint Powers Agreement.
2 1.8 [Intentionally omitted]
3 1.9 "Fiscal Year" - The twelve-month period terminating 4 SeptemberJune 30 of each year, or any other annual accounting 5 period hereafter selected and designated by TANC as its Fiscal 6 Year for purposes of this Agreement and each Indenture. 7 1.10 "Indebtedness" - Bonds, notes or other evidences of 8 indebtedness (including, without limitation, contracts relating 9 to letters of credit or other credit enhancement devices and 10 long-term contracts which are characterized as debt by TANC at or 11 prior to execution thereof) issued or otherwise incurred or 12 entered into by or on behalf of TANC in connection with the 13 Project. For purposes of this Agreement, Indebtedness shall be 14 considered outstanding as of any date if such Indebtedness has 15 not been paid or if provision for the payment of the principal of 16 and interest on such Indebtedness has not been made in accordance 17 with the Indenture pursuant to which such Indebtedness has been 18 issued or incurred.
19 1.11 “Indenture" - One or more indentures or other
20 instruments approved or adopted by TANC providing for the 21 issuance or incurring of Indebtedness.
22 1.12 "Interest Charge" - That charge against unpaid amounts 23 due and owing in accordance with this Agreement assessed at an 24 annual interest rate compounded monthly equal to the lesser of 25 (i) two percent (2%) plus the applicable first of the month, 26 reference rate or successor, of the Bank of America N.T. & S.A., 27 San Francisco, California, in effect from time to time during the 28 period over which the payment is overdue or (ii) the maximum 29 interest rate permitted by law.
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7 1 1.13 "Intertie Agreements" - Agreements related to the 2 Project which have been or which may be entered into by TANC and 3 some or all of the other Participants, which include, but are not 4 limited to, the MOU, the Project Development Agreement, the 5 Project Participation Agreement, any amendments to the foregoing 6 agreements, and other agreements related to the Project entered 7 into by TANC as Project Manager or by TANC on behalf of the 8 Members.
9 1.14 “Joint Powers Agreement" - The Joint Powers Agreement, 10 Transmission Agency of Northern California, dated December 10, 11 1984, which established TANC as a joint powers agency pursuant to 12 Section 6500 et seq. of the California Government Code, as 13 amended and supplemented from time to time.
14 1.15 “Management Committee" - A committee as described in 15 the MOU and further described in the Intertie Agreements. 16 1.16 "Member" - Any of the Cities of Alameda, Healdsburg, 17 Lodi, Lompoc, Palo Alto, Redding, Roseville, Santa Clara, and 18 Ukiah; the Sacramento Municipal Utility District; the Modesto 19 Irrigation District; the Turlock Irrigation District; or the 20 Plumas-Sierra Rural Electric Cooperative, which, at any given 21 point in time, is a party to the Joint Powers Agreement and 22 retains its rights and interests under this Agreement. 23 1.17 "MOU" - The Memorandum of Understanding, California24 Oregon Transmission Project, dated December 19, 1984, among the 25 Participants, the Department of Water and Power of the city of 26 Los Angeles, and the California Department of Water Resources, as 27 modified by the Memorandum of Decision of the United States 28 Secretary of Energy, dated February 7, 1985, as interpreted by Item 6.g
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8 1 the letter of the United States Department of Energy Acting 2 General Counsel, dated May 4, 1985, a copy of which is attached 3 hereto as Appendix A, as amended by the Memorandum of 4 Understanding Annex, and as it may be further amended. 5 1.18 "Memorandum of Understanding Annex" - The agreement 6 among the Participants, the California Department of 'Water 7 Resources, and the Department of Water and Power of the City of 8 Los Angeles executed on February 6, 1986 which modified the MOU 9 and a located a 3.125 percent Project entitlement to certain non10 federal public entities set out at 50 Fed. Reg. 42769 (1985) and 11 simultaneously reduced the existing Participants' entitlements by 12 a corresponding percentage, a copy of which is attached hereto as 13 Appendix B.
14 1.19 “Operating Agent" - The Participant designated in the 15 Intertie Agreements to have the duties and responsibilities for 16 the overall operation and maintenance of the Project. 17 1.20 “Opposing Member" - A Member which votes against a 18 Betterment or Addition in accordance with Section 3.1.2.2.1 or 19 3.1.2.2.2.
20 1.21 "Participants" - Those entities, including TANC, which 21 have interests in the Project through execution of the Intertie 22 Agreements.
23 1.22 "Participation Percentage" - That percentage of TANC's 24 entitlement to Transfer Capability which an individual Member of 25 TANC has the right to use as set forth in Appendix C and Appendix 26 C-1 of this Agreement. Such percentages may be modified pursuant 27 to Sections 2.3, 3.1.2.2, 6, and 15.
28 1.23 "PDA" - Project Development Agreement.
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9 1 1.24 “Phase" or "Phases" - Those activities of the Project 2 described in Section 2.2.
3 1.25 "Project" - The California-Oregon Transmission
4 Project, which consists of electric transmission facilities 5 between California and the Pacific Northwest, as such Project is 6 generally described in, and as changed pursuant to, the Intertie 7 Agreements.
8 1.26 "Project Development Agreement" - That agreement among 9 the Participants dated September 30, 1985, which provides, inter 10 alia, for the Participants to share the costs of Project 11 Development Work.
12 1.27 "Project Development Work" - That work described in 13 Appendix A of the PDA, or consistent with and within the scope of 14 Appendix A of the PDA and approved by the Management Committee to 15 be performed in accordance with the PDA.
16 1.28 "Project Manager" - The entity designated by the 17 parties to the MOU and the Intertie Agreements which has the 18 overall management responsibility for the Acquisition and 19 Construction Work of the Project.
20 1.29 "Project Participation Agreement" - That agreement 21 which may be executed by those Participants electing to proceed 22 with Phase II and Phase III of the Project, as it may be modified 23 and supplemented in accordance with the terms thereof. 24 1.30 "Replacement" - A new facility that is intended to be 25 a direct replacement for an existing facility, which is designed 26 primarily to maintain the existing operational reliability or 27 capability of the Project, irrespective of whether the 28 replacement results in an incidental increase in the "Rated Item 6.g
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10 1 Project Transfer Capability" (as that term is defined in the 2 Intertie Agreements), and which results in a "retirement unit" 3 being substituted for another such retirement unit. As used 4 herein, "retirement unit" shall mean property as defined in 5 Section 15060Part 101, Definition 34 of the Federal Energy 6 Regulatory Commission Uniform System of Accounts Prescribed for 7 Public Utilities and Licensees Subject to the Provisions of the 8 Federal Power Act, or its successor document.
9 1.31 "Revenues" - All income, rents, rates, fees, charges, 10 and other moneys derived by a Member from the ownership or 11 operation of its Electric System, including, without limiting the 12 generality of the foregoing (i) all income, rents, rates, fees, 13 charges, or other moneys derived from the sale, provision, and 14 supply of electric capacity and energy and other services, 15 facilities, and commodities sold, furnished, or supplied through 16 the facilities of the Electric System, (ii) the earnings on and 17 income derived from the investment of such income, rents, rates, 18 fees, charges, or other moneys to the extent that the use of such 19 earnings and income is limited to the Electric System by or 20 pursuant to law and (iii) the proceeds derived by such Member 21 directly or indirectly from the sale, lease, or other disposition 22 of a part of the Electric System as permitted hereby; but the 23 term "Revenues" shall not include customers' deposits or 24 advances subject to refund or contributions in aid of 25 construction until such deposits, advances, or contributions have 26 become the property of the Member.
27 1.32 “TANC Capital Improvement Costs" - Those costs
28 incurred in connection with Phase III of the Project allocable to Item 6.g
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11 1 TANC for the purpose of making Additions, Betterments, or 2 Replacements to the Project and such other costs relating to 3 capital improvements to the Project properly chargeable to TANC 4 pursuant to the Intertie Agreements.
5 1.33 "TANC Commission" - The governing body of TANC as 6 described in the Joint Powers Agreement.
7 1.34 "TANC Coordinator" - An entity appointed by TANC to, 8 inter alia, coordinate the Members' use of TANC's entitlement to 9 Transfer Capability.
10 1.35 "TANC Project Costs" - Those costs incurred in
11 connection with Phase II of the Project allocable to TANC and 12 such other costs relating to the acquisition and construction of 13 the Project properly chargeable to TANC pursuant to the Intertie 14 Agreements.
15 1.36 "TANC Project Indebtedness" - That Indebtedness to be 16 issued by TANC to finance TANC Project Costs, TANC Project O&M 17 Costs, TANC Capital Improvement Costs, and such other costs as 18 are described in Section 4.1.3.1.
19 1.37 "TANC Project O&M Costs" - Those costs incurred in 20 connection with Phase III of the Project allocable to TANC which 21 are necessary to operate and maintain the Project, such other 22 costs relating to the operation and maintenance of the Project 23 properly chargeable to TANC pursuant to the Intertie Agreements, 24 and costs of the TANC Coordinator. TANC Project O&M costs shall 25 not include TANC Project Costs or TANC Capital Improvement Costs. 26 1.38 "Transfer Capability" - The ability of the Project or 27 a segment thereof to transmit power, expressed in megawatts, as 28 determined in accordance with the Intertie Agreements. As used Item 6.g
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12 1 in this Agreement, the term "Transfer Capability" can refer to a 2 rated amount or an amount available at any given time, as 3 appropriate in the context in which such term is used. TANC and 4 its Members acknowledge that there may be times when available 5 Transfer Capability is less than the rated amount for the Project 6 or a segment thereof.
7 1.39 "Trustee" - Any trustee, including any successor 8 trustee, under an Indenture.
9 10 2. PROJECT PARTICIPATION AND AUTHORIZATION
11 2.1 Scope - TANC is hereby authorized and directed to act 12 on behalf of the Members in activities related to Phase II and 13 Phase III of the Project, as more fully described below, as a 14 Participant pursuant to the Intertie Agreements, subject to 15 procedures for Member approval and authorization established by 16 the TANC Commission pursuant to this Agreement and the Joint 17 Powers Agreement. TANC is also hereby authorized to fulfill its 18 duties and responsibilities as Project Manager or under any other 19 management role pursuant to the Intertie Agreements. 20 2.2 Phases - The Project shall proceed in accordance with 21 the following activities:
22 2.2.1 Phase I activities consist of Project
23 Development Work;
24 2.2.2 Phase II activities consist of Acquisition and 25 Construction Work;
26 2.2.3 Phase III activities consist of operation,
27 maintenance, Additions, Betterments, Replacements, and the 28 retirement or disposal of the project
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13 1 2.3 Participation
2 2.3.1 Pursuant to Paragraph 15 of the Joint Powers
3 Agreement, the Members executing this Agreement each
4 hereby(i) approve TANC's participation in the Project as a 5 Participant in accordance with, and to the extent provided 6 in, the Intertie Agreements and this Agreement and (ii) 7 elect to participate in Phases II and III of the Project in 8 the Participation Percentages set forth in Appendix C and 9 Appendix C-1, as those percentages may be revised in
10 accordance with this Agreement. In consideration of such 11 approval and election, and payment of its share of the 12 costs set forth in Section 4, each Member shall be
13 entitled to its respective Participation Percentage share 14 of TANC's entitlement to Transfer Capability on the terms 15 and conditions provided for by this Agreement. In the event 16 that the first issuance and sale of TANC Project
17 Indebtedness does not occur within six(6) months after the 18 date of this Agreement, any Member may terminate its 19 participation under this Agreement by giving written notice 20 to TANC, in which case the Participation Percentage of such 21 Member shall be divided pro rata among the remaining 22 Members based on Participation Percentages, unless
23 otherwise agreed to by such remaining Members. After the 24 first issuance and sale of such TANC Project Indebtedness, 25 no Member may terminate its participation in this
26 Agreement.
27 2.3.2 In the event that TANC'sTANC’s entitlement
28 to Transfer Capability changes from time to time, within 29 sixty (60) days after such change, the Members shall be 30 permitted
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14 1 to revise the Members’ Participation Percentages set 2 forthwill be unchanged except as provided in Appendix C this 3 Agreement. Changes to Members’ Participation Percentages 4 shall be permitted without an amendment to this Agreement, 5 subject to the following conditions: as follows:
6 2.3.2.1
7 8 The All revisions of Participation Percentages set
9 forth in Appendix Cpursuant to this Section 2.3.2
10 shall govern inrequire an affirmative vote of the
11 event thatCommission using the voting procedures
12 provided in the Joint Powers Agreement.
13 2.3.2.2 Members shall be permitted to revise
14 their Participation Percentages if one or more Members 15 are unable to agree to such a revision to Appendix C; 16 2.3.2.2
17 18 No Member shall be required to accept a an offsetting 19 change in Participation Percentage which, when
20 multiplied by TANC's megawatt entitlement to . All
21 Members whose Participation Percentage change must
22 consent to the change in writing.
23 2.3.2.3 Members shall be permitted to acquire
24 Transfer Capability, would exceed from outside of TANC 25 and transfer that capability to TANC, without
26 amendment to this Agreement subject to an affirmative 27 vote of the megawatt amount set forth in Commission
28 using the Appendix C, Column D,voting procedures
29 provided in which event such excess Participation
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15 1 Percentage shall be divided pro rata among the other 2 Members based on Participation Percentages, unless
3 otherwise agreed to by such Members;
4 2.3.2.3 No Joint Powers Agreement and written
5 consent of the Members acquiring the Member may agree 6 to a Participation Percentage which, when multiplied
7 by TANC's megawatt entitlement to Transfer
8 Capability, would be less than the megawatt amount
9 set forth in Appendix C, Column C;
10 2.3.2.4
11 12 No Member may agree to a. Participation Percentage 13 which, when multiplied by TANC's megawatt entitlement 14 toPercentages of all Members shall be changed so that 15 the Member acquiring the Transfer Capability, would
16 exceed the megawatt amount set forth in Appendix C,
17 Column D, if the effect of such agreement would be to 18 materially, adversely alter any retains its existing 19 Transfer Capability and obtains the additional
20 Transfer Capability it has acquired, and is subject
21 to, all the rights of or security for holders of and 22 obligations associated with the transfer. TANC Project 23 Indebtedness.
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16 1 2.3.2.4 Participation Percentage revisions
2 shall (a) be recorded with an administrative amendment 3 to Appendix C and Appendix C-1; and (b) result in the 4 aggregate Participation Percentages of the Members of 5 one hundred (100) percent.
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17 1 2.3.3 Members acknowledge and agree that,
2 notwithstanding the foregoing provisions, Member defaults may 3 result in a non-defaulting Member accepting a megawatt amount 4 in excess of the limits set forth in Appendix C, Column D. or 5 Appendix C-1. Members also acknowledge and agree that, 6 notwithstanding the foregoing provisions, no such agreement 7 shall result in aggregate Participation Percentages of the 8 Members of less than one hundred (100) percent.
9 10 3. DUTIES AND RESPONSIBILITIES OF TANC DURING PHASE II AND 11 PHASE III
12 3.1 Decisions - Decisions related to the Project shall be 13 made by the TANC Commission at meetings to be held at times and 14 places determined by the TANC Commission; provided, that the TANC 15 Commission may delegate decisions to its Executive Committee or 16 others, between meetings, as provided in resolutions duly adopted 17 by the TANC Commission pursuant to the Joint Powers Agreement. 18 3.1.1 The exercise of the rights and obligations of
19 TANC under this Agreement shall be subject to the control at 20 all times of the TANC Commission.
21 3.1.2 Voting - Approvals or authorizations required
22 under this Agreement shall be given or withheld by the TANC 23 Commission using the voting procedures described in the Joint 24 Powers Agreement, subject to the following provisions:
25 3.1.2.1 Phase II Activities - With regard to
26 Phase II activities as described in section 2.2.2, to 27 constitute a quorum, the combined Participation
28 Percentages of the Members not in default represented Item 6.g
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16 1 by the TANC Commissioners present must represent at 2 least sixty (60) percent of the aggregate
3 Participation Percentages of Members not in default at 4 the time of the vote and the action must be approved
5 by TANC Commissioners representing at least a majority 6 of the aggregate Participation Percentages of Members 7 not in default at the time of the vote.
8 3.1.2.2 Phase III Activities - With regard to
9 Phase III activities as described in Section 2.2.3, to 10 constitute a quorum, the combined Participation
11 Percentages of the Members not in default represented 12 by the TANC Commissioners present must represent at
13 least sixty (60) percent of the aggregate Participa14 tion Percentages of Members not in default at the time 15 of the vote and the action must be approved by TANC
16 Commissioners representing at least a majority of the 17 aggregate Participation Percentages of Members not in 18 default at the time of the vote, provided:
19 3.1.2.2.1 In the event that a Member
20 votes against a proposed Betterment, such
21 Opposing Member shall have no obligations
22 stemming from such Commission action nor shall
23 such Opposing Member have any right to
24 participate in the benefits of such Commission
25 action and, with regard to such benefits and
26 obligations, the Participation Percentage of
27 each Member except for the Opposing Member(s)
28 shall be increased to the ratio between each
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17 1 such Member's Participation Percentage and the
2 aggregate of the Participation Percentages the
3 Members excluding such Opposing Member(s),
4 expressed as a percentage.
5 3.1.2.2.2 In the event that a
6 Member votes against a proposed Addition to
7 the Project in any Fiscal Year, and TANC's
8 share of the cost of all Additions
9 previously approved in such Fiscal Year when
10 added to TANC's share of the cost of the
11 proposed Addition exceeds twenty-five
12 million dollars ($25,000,000) adjusted in
13 accordance with changes in the Consumer
14 Price Index (CPI) or successor index using
15 the January 1, 1990 level as the base year,
16 with regard to such Opposing Member's
17 Participation Percentage of such excess
18 amount only, such Opposing Member shall
19 have no obligations stemming from such
20 Commission action nor shall such Opposing
21 Member have any right to participate in the
22 benefits of such Commission action. With
23 regard to the rights and obligations
24 associated with such excess amount, the
25 Members excluding such Opposing Member(s)
26 shall negotiate appropriate adjustments to
27 their Participation Percentages.
28 3.1.2.2.3 In the event that a Member
29 votes against a proposed Replacement,
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18 1 such Member shall nevertheless be bound by
2 the outcome of such Commission action.
3 3.1.2.2.4 Nothing contained herein
4 is intended to relieve any Member from its
5 obligations resulting from Commission action
6 except as specifically provided in Sections
7 3.1.2.2.1 and 3.1.2.2.2.
8 3.1.2.2.5 Each agreement by the
9 Members with respect to Betterments or
10 Additions shall specifically recognize
11 TANC's rights under this Agreement which
12 secure TANC Project Indebtedness.
13 3.2 Specific Duties and Responsibilities - TANC, through 14 the approval of the TANC Commission, shall be empowered to 15 perform all duties appropriate for the implementation of Phase II 16 and Phase III of the Project, subject to the terms hereof, 17 including but not limited to:
18 3.2.1 Act as Project Manager or in any other
19 managerial role for the Project in accordance with the 20 Intertie Agreements;
21 3.2.2 Authorize (i) the issuance or incurrence of
22 Indebtedness and the appropriate documentation related 23 thereto, (ii) the contract of purchase or notice of sale or 24 other instrument under which Indebtedness is to be sold or 25 incurred, (iii) the selection of managing underwriters for 26 Indebtedness (if such Indebtedness is to be sold upon a 27 negotiated basis), and (iv) the manner and timing of 28 marketing (including the manner of sale), if applicable, Item 6.g
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19 1 interest rates, and other terms of Indebtedness;
2 3.2.3 Provide periodic reports of major construction
3 and major events to the Members with respect to the Project; 4 3.2.4 Review, discuss, and attempt to resolve any
5 disputes among TANC and/or the Members;
6 3.2.5 Negotiate, review, approve, execute, enforce
7 and modify Intertie Agreements as a Participant on behalf of 8 the Members for Phase II and Phase III and perform all 9 activities necessary to fulfill TANC's obligations as a 10 Participant under those agreements;
11 3.2.6 Approve and engage consultants or advisors on
12 financial, economic, engineering, environmental, management, 13 and legal or other matters;
14 3.2.7 Review, modify, and approve TANC's insurance
15 program including, without limitation, the establishment of a 16 self-insurance program;
17 3.2.8 Incur costs, liabilities, and obligations;
18 3.2.9 Purchase, sell, rent, and lease equipment,
19 apparatus, materials, and supplies and establish and maintain 20 inventories of any of the foregoing;
21 3.2.10 Acquire by purchase or eminent domain any
22 interest in property, real or personal;
23 3.2.11 Enforce, waive, adjust or compromise any claim 24 by or against TANC, including claims covered by or relating 25 to insurance policies;
26 3.2.12 Initiate, defend, and otherwise participate in 27 legal and administrative proceedings;
28 3.2.13 Maintain for Member inspection and audit for
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20 1 The term of this Agreement, and for three (3) years 2 thereafter, books and cost records of TANC in accordance with 3 generally accepted accounting principles;
4 3.2.14 Perform other tasks as may be necessary to
5 fulfill its obligations as a Participant, as Project Manager, 6 and in any other managerial role under this Agreement and the 7 Intertie Agreements during Phase II and Phase III of the 8 Project in a timely, cost effective manner.
9 10 4. OBLIGATIONS OF MEMBERS DURING PHASE II AND PHASE III 11 4.1 TANC Project Costs – Subject to Section 3.1.2.2, each 12 Member agrees to pay, based on its Participation Percentage, its 13 portion of TANC Project Costs, its portion of TANC Project O&M 14 Costs, its portion of TANC Capital Improvement Costs, and its 15 portion of Debt Service on TANC Project Indebtedness, in each 16 case as provided in this Section 4.1:
17 4.1.1 At least sixty (60) days prior to the initial
18 Closing Date and at least sixty (60) days prior to the 19 commencement of each Fiscal Year thereafter, the TANC 20 Commission shall develop, approve, and distribute to the 21 Members a budget for TANC Project Costs, Debt Service for 22 TANC Project Indebtedness, TANC Project O&M Costs, and TANC 23 Capital Improvement Costs which the TANC Commission estimates 24 will be incurred during the then-current Fiscal Year in the 25 case of the initial budget and during the next succeeding 26 Fiscal Year for a subsequent budgets. Such budgets shall be 27 generally based upon budgets approved by the Management 28 Committee and upon TANC's estimates of TANC
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21 1 Project Costs, Debt Service for TANC Project Indebtedness, 2 TANC Project O&M Costs, and TANC Capital Improvement Cost 3 provided, that if a budget has not been approved by the 4 Management Committee the budget shall be based upon TANC's 5 estimates. Each budget other than the initial budget shall 6 also include a variance report which compares actual
7 expenditures with budgeted amounts for the previous Fiscal 8 Year. As soon as practicable after the approval of each such 9 budget, TANC shall mail the budget to the Members. Members 10 acknowledge and agree that Participant defaults or
11 withdrawals that result in changes in TANC's ownership 12 interest in the Project will require changes in TANC's 13 payment obligations under the Intertie Agreements
14 approximately proportionate to the change in TANC's
15 entitlement to Transfer Capability and a corresponding change 16 in the Members' payment obligations hereunder. TANC, if 17 requested by any Member, will make best efforts to remarket 18 any entitlement to Transfer capability that such Member or 19 its designated agent may determine to be in excess of that 20 Member's requirements. Remarketing efforts will be focused on 21 the other Members, the Western Area Power Administration, the 22 California Department of Water Resources, and other
23 Participants. Members also acknowledge and agree that some 24 anticipated Participants may elect not to enter into the 25 Intertie Agreements for Phase II and Phase III of the Project 26 and that this Agreement is intended to permit the Project to 27 be constructed without such anticipated Participants so that 28 TANC's ownership interest
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22 1 in the Project, and thus the amount of Transfer Capability to 2 which each Member shall be entitled pursuant to this
3 Agreement, will vary depending on the final ownership 4 interests established for TANC and the other Participants 5 pursuant to the Intertie Agreements. TANC currently
6 anticipates that, at the time of execution of the Intertie 7 Agreements, the Intertie Agreements will establish TANC's 8 initial ownership interest in the Project at a minimum of 9 42.2916% and a maximum of 93.75%.
10 4.1.2 Each of the Members hereby approves the
11 issuance and sale of TANC Project Indebtedness as provided in 12 Section 4.1.3.1 below subject to approval of the TANC 13 Commission pursuant to Section 3.1.2. Such approvals are 14 intended to be and are limited to the approvals required by 15 Paragraphs 6 and 15 of the Joint Powers Agreement. Such 16 Indebtedness shall not constitute a debt, liability or 17 obligation of any of the Members and shall not constitute a 18 debt of TANC payable by the Members pursuant to Paragraph 21 19 of the Joint Powers Agreement.
20 4.1.3 Subject to Section 3.1.2.2, each of the
21 Members hereby severally requests and agrees as follows:
22 4.1.3.1 Each Member requests that TANC issue,
23 sell, or otherwise incur Indebtedness from time to
24 time pursuant to the provisions of Chapter 5, Division 25 7, Title 1 of the Government Code of the State of
26 California or any other applicable provisions of law 27 in amounts which will be sufficient to permit TANC to 28 pay, when due, all TANC Project Costs, TANC
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23 1 Project O&M Costs through the first full Fiscal Year 2 after completion of the Project, TANC Capital
3 Improvement Costs, costs of issuance, credit
4 enhancements and other costs incurred in connection
5 with the issuance or incurring of TANC Project
6 Indebtedness, and to provide for capitalized interest 7 as determined by TANC and for required deposits to
8 funds and accounts established by each Indenture and, 9 in addition, to provide for the principal and interest 10 on all Indebtedness outstanding on the initial Closing 11 Date (all of said Indebtedness to constitute TANC
12 Project Indebtedness}. Whenever TANC deems it
13 beneficial to the Members, as a result of Debt Service 14 savings or otherwise, upon approval of the TANC
15 Commission, TANC may issue Indebtedness to refund
16 outstanding TANC Project Indebtedness (which the
17 Members hereby authorize) and the same shall be TANC 18 Project Indebtedness.
19 4.1.3.2 Each Member severally agrees to pay
20 to TANC an amount equal to its Participation
21 Percentage of a Debt Service on the TANC Project
22 Indebtedness to enable TANC to pay such Debt Service 23 at the times and in the manner set forth in the
24 applicable Indentures. Each Member also agrees to pay 25 to TANC, in accordance with Section 22, an amount
26 equal to its Participation Percentage of TANC Project 27 Costs, TANC Project O&M Costs, and TANC Capital
28 Improvement Costs, not financed by TANC Project
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24 1 Indebtedness as indicated in the budgets prepared
2 pursuant to Section 4.1.1, including any budget
3 revisions made pursuant to Section 4.1.5.
4 4.1.3.3 Upon failure of a Member to make any
5 of the payments described in Section 4.1.3.2, TANC
6 shall make demand upon such Member, and if said
7 failure is not remedied within forty-five (45) days
8 from the date of such demand, it shall constitute a
9 default at the expiration of such forty-five (45) day 10 period. Such default shall be handled in accordance
11 with Section 6. Notice of such demand shall be
12 provided to the other Members.
13 4.1.3.4 Each Member agrees to establish rates
14 and charges for its Electric System so as to provide 15 Revenues sufficient, together with other available
16 funds derived from its Electric System, to pay, when 17 due, all amounts payable by such Member under this
18 Agreement and to pay all other amounts payable from, 19 and all lawful charges against or liens upon, the
20 Revenues of its Electric System.
21 4.1.3.5 Each Member shall be obligated to make
22 payments under this Section 4.1.3 and to budget for
23 such payments solely from the Revenues of, and as an 24 operating expense of, its Electric System. Each Member 25 shall make the payments required of it by this
26 Agreement in the amounts and at the times determined 27 pursuant to this Agreement and such payments and the 28 obligation to make same shall be absolute and
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25 1 unconditional and such payments shall be made whether 2 or not the Project or any part thereof has been
3 completed, is operating or operable or its output or
4 capability is suspended, interrupted, interfered with, 5 reduced or curtailed, or terminated in whole or in
6 part, and such payments shall not be subject to
7 reduction whether by offset, counterclaim, recoupment 8 or otherwise and shall not be conditioned upon the
9 performance or nonperformance by any party to any
10 agreement or for any other cause or reason whatsoever. 11 4.1.3.6 Each Member covenants and agrees that
12 it shall, at all times so long as any TANC Project
13 Indebtedness remains outstanding, operate the
14 properties of its Electric System and business in
15 connection therewith in an efficient manner and at a 16 reasonable cost and shall maintain its Electric
17 System in good working order and condition, and shall 18 cooperate with TANC in the performance of the
19 respective obligations of TANC and such Member under 20 this Agreement.
21 4.1.3.7 Each Member agrees that all rights,
22 title, and interest of TANC in and to all payments
23 required to be made under this Section 4.1.3 by the
24 Members pursuant to the provisions hereof may be
25 pledged and assigned under the Indentures to secure
26 the TANC Project Indebtedness.
27 4.1.4 Funds received by TANC from the issuance and
28 sale of TANC Project Indebtedness shall be applied to one or Item 6.g
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26 1 more of the purposes specified in Section 4.1.3.1 in 2 accordance with the Indenture authorizing such TANC Project 3 Indebtedness.
4 4.1.5 TANC may, from time to time, revise the
5 budgets established pursuant to Section 4.1.1 as necessary. 6 Such budgets shall include adjustments for variances between 7 estimated and actual costs included in previous budgets. In 8 that event, subject to Section 3.1.2, the procedures of 9 Sections 4.1.2 through 4.1.4 shall be followed for payment of 10 any additional costs.
11 12 5. TERM, TERMINATION, AND AMENDMENTS
13 5.1 Term - This Agreement shall take effect as of the date 14 hereof and shall remain in full force and effect during the term 15 of the Joint Powers Agreement and the Intertie Agreements (as 16 their terms may be extended) or so long as any TANC Project 17 Indebtedness remains outstanding, whichever is longer. 18 5.2 Termination - This Agreement shall not be subject to 19 termination by TANC or any Member under any circumstances, 20 whether based upon the default of any party under this Agreement, 21 or any other instrument, or otherwise.
22 5.3 Amendments - So long as any TANC Project Indebtedness 23 is outstanding, this Agreement may be amended, modified, or 24 otherwise changed or rescinded, except as provided in the 25 applicable Indentures, so long as such amendment, modification, 26 change, or rescission would not materially, adversely alter any 27 rights of or security for holders of such Indebtedness. Except as 28 provided in Section 2.3.2 and Section 8.3, this Agreement may be Item 6.g
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27 1 amended only by the written agreement of all of the parties 2 thereto.
3 4 6. DEFAULT
5 6.1 Defaulting Member's Participation Percentage – Upon 6 the failure of any Member or, with respect to its obligations 7 under Section 15, a former Member who has withdrawn, to meet its 8 obligations hereunder, TANC shall give written notice of the 9 failure to such Member or former Member who has withdrawn and, if 10 such failure has not been cured within forty-five (45) days after 11 the date of such notice, it shall constitute a default at the 12 expiration of such forty-five (45) day period. Upon such default, 13 in addition to the rights and remedies available to TANC pursuant 14 to Section 6.2, TANC may protect and enforce its rights hereunder 15 by suit or suits in equity or at law, whether for the specific 16 performance of any covenant herein or for damages or in aid of 17 the execution of any power granted herein or any other remedy 18 available under any provision of applicable law. No remedy by the 19 terms of this Agreement conferred upon or reserved to TANC is 20 intended to be exclusive of any other remedy, but each and every 21 such remedy shall be cumulative and shall be in addition to every 22 other remedy given under this Agreement or existing at law or in 23 equity or by statute on or after the effective date of this 24 Agreement.
25 6.2 Nondefaulting Member's Participation Percentage – Upon 26 any default described in Section 4.1.3.3, the defaulting Member 27 shall no longer be entitled to any rights granted to the Members 28 with respect to the Project, and each Member severally agrees 29 that the Participation Percentage of each nondefaulting Member Item 6.g
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28 1 shall be automatically increased as follows:
2 6.2.1 Each Member severally agrees that the
3 Participation Percentage of each nondefaulting Member shall 4 be automatically increased to the ratio between such
5 nondefaulting Member's Participation Percentage and the 6 aggregate of the Participation Percentages of the
7 nondefaulting Members, expressed as a percentage. For 8 purposes of this Section 6.2.1 and Section 6.2.2, the term 9 "Member" shall include, but not be limited to, each former 10 Member who has withdrawn from TANC and converted its 11 Participation Percentage of TANC's entitlement to Transfer 12 Capability to an ownership interest in the Project pursuant 13 to Section 15, and the term "Participation Percentage" shall 14 mean that percentage which would represent such withdrawn 15 Member's Participation Percentage of TANC's entitlement to 16 Transfer Capability if such conversion had not occurred. 17 6.2.2 Notwithstanding the provisions of Section
18 6.2.1, the cumulative increase for any nondefaulting Member 19 pursuant to this Section 6.2 shall not exceed twenty-five 20 percent (25%) of its Participation Percentage in effect 21 immediately prior to the first default without the consent of 22 the Member; provided, that for purposes of determining such 23 cumulative increase any increase (i) pursuant to Section 2.3 24 or 3.1.2.2, or (ii) which results because a Member has 25 withdrawn from TANC and converted its Participation
26 Percentage of TANC's entitlement to Transfer Capability to an 27 ownership interest in the Project pursuant to Section 15, 28 shall not be considered. The nondefaulting
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29 1 Members shall be entitled to the rights which the
2 default Member loses upon the default and shall assume 3 subject to section 6.3 all of the obligations of the
4 defaulting Member with respect to such rights hereunder. 5 Increases in the Participation Percentages of the
6 nondefaulting Members shall be applicable to any payments due 7 and not paid by the defaulting Member at the time of the 8 increase and all subsequent payments due and not paid by the 9 defaulting Member.
10 6.3 Defaulting Member's Obligations - Each Member agrees 11 that increases in the obligations of other Members pursuant to 12 Section 6.2 shall not relieve the defaulting Member or a former 13 Member who has withdrawn, of its liability for its obligations 14 described hereunder. The nondefaulting Members shall have a right 15 of recovery from the defaulting Member to the extent of increases 16 in their obligations resulting from such default (plus interest 17 at the Interest Charge) from the date of such default until paid. 18 6.4 Tax Covenant - Notwithstanding any other provision of 19 this Agreement, no Member shall transfer, assign, sell or 20 exchange any portion of its Participation Percentage of TANC's 21 entitlement to Transfer Capacity, or any other interest in the 22 Project or the capacity or capability thereof, directly or 23 indirectly, in any manner, or shall take, or to the extent it 24 can control the same permit to be taken, any other action or 25 actions, which would adversely affect the exclusion of the 26 interest on any of the TANC Project Indebtedness from gross 27 income for federal, income tax purposes under Section 103 of the 28 Internal Revenue Code of 1986, as amended, and the applicable 29 regulations thereunder (or any successors to such statute and Item 6.g
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30 1 regulations), including without limitation, by reason of 2 classification of such TANC Project Indebtedness as a "private 3 activity bond" within the meaning of said Code.
4 5 7. USE OF TRANSFER CAPABILITY
6 7.1 Member Use of Transfer Capability - Subject to the 7 provisions of this Section 7, Section 6.4, and Section 8 hereof, 8 each Member shall have the right to use its Participation 9 Percentage of TANC's entitlement to Transfer Capability for any 10 purpose, including holding such Transfer Capability in reserve or 11 making such Transfer Capability available to a Member, 12 Participant, or other entity, subject to the terms and conditions 13 relating to assignments and layoffs by Participants under the 14 intertie Agreements; provided, that before a Member may make 15 unneeded Transfer Capability available to a non-Member, it shall 16 make such Transfer Capability available to the other Members on 17 terms and conditions which are established by the TANC 18 Commission. Nothing in this Section 7.1, however, shall prohibit 19 a Member or its designated agent from requesting that the TANC 20 Coordinator make all or part of such Member's unused Transfer 21 Capability available to other Members on behalf of such Member. 22 7.2 Non-Member Use of Transfer Capability - Each Member or 23 its designated agent shall notify the TANC Coordinator in the 24 event that it does not need all or a portion of its Participation 25 Percentage of TANC's entitlement to Transfer Capability and no 26 other Member needs such Transfer Capability. In such event, the 27 TANC coordinator shall then make such Transfer Capability 28 available to the other Participants pursuant to the provisions Item 6.g
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31 1 the Intertie Agreements. Otherwise, each Member or its designated 2 agent shall determine the disposition of its unneeded Transfer 3 Capability, which may include directing the TANC Coordinator to 4 make such Transfer Capability available to any entity on such 5 terms and conditions as such Member or its designated agent may 6 direct.
7 7.2.1 Compensation - Compensation for the use of a
8 Member's Participation Percentage of TANC's entitlement to 9 Transfer Capability by other Participants will be as set 10 forth in the Intertie Agreements. In the event that the 11 provisions of the Intertie Agreements do not apply to the 12 transaction, compensation shall be as determined by each 13 Member making such Transfer Capability available.
14 7.2.2 Allocation of Revenue - Payments for the use
15 of TANC's unneeded entitlement to Transfer Capability by non16 Members shall be collected by TANC and promptly and fully 17 credited directly to the Member making such Transfer 18 Capability available. Each such Member agrees that all right, 19 title, and interest of such Member and TANC in and to such 20 payments may be pledged and assigned under the Indentures to 21 secure payments required to be made under Section 4.1.3 by or 22 on behalf of such Member.
23 7.3 MOU Layoffs - In accordance with Sections 10.1 and 24 10.2 of the MOU as implemented by the Intertie Agreements, TANC 25 shall lay off a portion of its entitlement to Transfer 26 Capability. Compensation to TANC by those entities receiving the 27 layoff is to be based on TANC's Project Cost including financing 28 plus contingencies of twenty-five (25) percent.
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32 1 7.3.1 Unless otherwise agreed by the Members, each 2 Member shall provide its portion of such layoffs in
3 accordance with the Member's Participation Percentage. 4 7.3.2 Payments for the layoff of TANC's entitlement
5 to Transfer Capability as described in Sections 10.1 and 6 10.2 of the MOU shall be collected by TANC and promptly and 7 fully credited to the Members based on each Member's
8 Participation Percentage unless otherwise agreed by the 9 Members. Each such Member agrees that any right, title, and 10 interest of such Member and TANC in and to such payments 11 may be pledged and assigned under the Indentures to secure 12 payments required to be made under Section 4 1.3 by or on 13 behalf of such Member.
14 7.4 In the event that a Member's Participation Percentage 15 of TANC's entitlement to Transfer Capability converted to 16 megawatts exceeds the megawatt amount in Appendix C, Column E and 17 Appendix C-1, layoffs made by TANC pursuant to Sections 7.2 and 18 7.3 shall first be made from such excess amount if so requested 19 by that Member. If more than one Member has such an excess amount 20 and the sum of all such excess amounts exceeds the amount of the 21 layoff, the layoff shall be made pro rata based on the ratio 22 between each such requesting Member's excess amount and the sum 23 of all such requesting Members' excess amounts.
24 7.5 Notwithstanding anything to the contrary contained in 25 this Section 7, no layoff of Transfer Capability made pursuant to 26 this Section 7 shall excuse a Member from making the full 27 payments required by Section 4 hereof nor reduce the amount or 28 extend the time of such payments.
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33 1 8. SCHEDULING
2 8.1 Member Scheduling Rights - During any scheduling
3 period, each Member or its designated agent shall have the right 4 to schedule power transactions using Transfer Capability up to 5 the amount of its Participation Percentage of TANC's entitlement 6 to Transfer Capability, subject to the provisions of Section 7 of 7 this Agreement. Each Member or its designated agent may also 8 schedule power transactions over any additional percentage of 9 Transfer Capability that it has a right to use. Notwithstanding 10 the provisions of Section 8.2, each Member or its designated 11 agent shall have the right to schedule such transactions pursuant 12 to its separate agreements with other entities. All power 13 scheduled over the Project shall be in whole megawatt amounts or 14 as otherwise set forth in the Intertie Agreements.
15 8.2 Project Use Information Coordination - Each Member or 16 19 its designated agent shall provide the TANC Coordinator with 17 Project use information required to meet TANC's obligations under 18 the Intertie Agreements as a Participant in the Project. The TANC 19 Coordinator shall submit such information to the operating Agent 20 in accordance with such agreements.
21 8.3 Scheduling and Curtailment Procedures - Specific 22 procedures which implement the provisions of this Section 8 and 23 Section 7 hereof are set forth in Appendix D. The Members and 24 their designated agents agree to comply with such procedures, as 25 they may be modified from time to time by a vote of the TANC 26 Commission pursuant to Section 3.1.2.
27 28 9. INSURANCE AND INDEMNIFICATION
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34 1 TANC shall maintain, or cause to be maintained in force, 2 insurance as may be determined prudent in the judgment of the 3 TANC Commission and as may be required by the provisions of the 4 Intertie Agreements and any Indenture. TANC shall indemnify, 5 defend, and hold harmless each Member, and its governing board 6 members, officers, employees and agents, from any liability for 7 personal injury, death, or property damage arising out of the 8 negligent activities of TANC pursuant to this Agreement or the 9 Intertie Agreements.
10 11 10. COMPLIANCE WITH OTHER INSTRUMENTS
12 It is recognized by the parties hereto that, for the 13 benefit of the Members, TANC, in undertaking, or causing to be 14 undertaken, the planning, licensing, financing, construction, and 15 operation of TANC's share of the Project, must comply with the 16 requirements of each Indenture, the Intertie Agreements, all 17 applicable licenses, permits, and regulatory approvals necessary 18 therefor, and the Joint Powers Agreement.
19 20 11. LIABILITY OF TANC OFFICERS
21 11.1 Release - Each Member agrees that TANC's
22 Commissioners, officers, and employees shall not be liable to the 23 Members for direct, indirect or consequential loss or damage 24 suffered by the Members as a result of (i) the performance or 25 nonperformance by TANC under any Intertie Agreements or (ii) the 26 performance or nonperformance of TANC under this Agreement. Each 27 Member releases TANC's Commissioners, officers, and employees 28 from any claim or liability (whether negligent or otherwise) as a 29 result of any actions or inactions of TANC under this Agreement Item 6.g
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35 1 or the performance or nonperformance by TANC under any Intertie 2 Agreement.
3 11.2 No Modification - The provisions of this Section shall 4 not be construed so as to relieve TANC of any obligations under 5 any of the Intertie Agreements and the provisions of this Section 6 shall not be construed to modify or amend Paragraph 2 of the 7 Joint Powers Agreement.
8 9 12. NOTICE AND COMPUTATION OF TIME
10 12.1 Manner of Notices - Any notice or demand by a Member 11 to TANC under this Agreement shall be deemed properly given if 12 deposited in the United States mail first class postage prepaid 13 or its equivalent, or sent via facsimile or other electronic 14 media and confirmed by telephone or, in writing, or by electronic 15 media within twenty-four (24) hours},, addressed to TANC at its 16 operational office; any notice or demand by TANC to any Member 17 under this Agreement shall be deemed properly given if deposited 18 in the United States mail first class postage prepaid or its 19 equivalent, or sent via facsimile or other electronic media and 20 confirmed by telephone or, in writing, or by electronic media 21 within twenty-four (24) hours},, addressed to the addressee shown 22 on the signature pages hereof at the address shown in Appendix E. 23 The designations of the name and address to which any such notice 24 or demand is directed may be changed at any; time and from time 25 to time by any party giving notice as above provided in this 26 Section.
27 12.2 Time Computed - In computing any period of time from 28 such notice, such period shall commence on the date mailed or, if 29 sent via facsimile or other electronic media, on the date sent.
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36 1
2 13. APPLICABLE LAW
3 This Agreement is made under and shall be governed by the 4 laws of the State of California.
5 6 14. SEVERABILITY
7 If any section, paragraph, clause, or provision of this 8 Agreement, or any part thereof, shall be finally adjudicated by a 9 court of competent jurisdiction to be invalid, the remainder of 10 this Agreement shall remain in full force and effect as though 11 such section, paragraph, clause, or provisions or any part 12 thereof so adjudicated to be invalid had not been included 13 herein.
14 15 15. MEMBER'S RIGHT TO WITHDRAW
16 15.1 Conversion of Participation Percentage to Undivided 17 Ownership Interest - TANC's undivided ownership interest in the 18 Project shall constitute rights or property acquired and owned by 19 TANC and no Member shall have an ownership interest in the 20 Project except upon withdrawal from TANC and conversion of its 21 Participation Percentage to an undivided ownership interest as 22 provided herein. After the commercial operation date of the 23 Project, each Member not then in default shall be entitled to 24 withdraw from TANC and convert its Participation Percentage into Item 6.g
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37 1 an undivided ownership interest in the Project. Such Member's 2 undivided ownership interest shall be equal in amount to its 3 Participation Percentage multiplied by TANC's then undivided 4 ownership interest in the Project. Upon such withdrawal and 5 conversion, at the express written request of the withdrawing 6 Member, TANC shall make best efforts to take such administrative 7 actions, including the execution of such documents and amendments 8 to the Intertie Agreements, as may be reasonably requested by the 9 withdrawing Member to establish and evidence such Member's 10 undivided ownership interest in the Project and such Member's 11 role as a Participant under the Intertie Agreements, and a 12 reasonable administrative and legal costs associated with such 13 unopposed withdrawal and conversion shall be the responsibility 14 of such withdrawing Member. Each Member electing to withdraw from 15 TANC and so convert its Participation Percentage shall hold its 16 ownership interest as a tenant in common with TANC and the other 17 Participants as set forth in the Intertie Agreements. 18 15.2 Procedure and Conditions - Notwithstanding Paragraphs 19 19 and 20 of the Joint Powers Agreement, a Member may withdraw 20 from TANC and convert its Participation Percentage into an 21 undivided ownership interest in the Project by requesting that 22 TANC assign to the Member an undivided ownership interest in the 23 Project as provided in Section 15.1 and all rights, interest, and 24 obligations related thereto, and by giving written notice to TANC 25 and all other former Members that have withdrawn at least one (1) 26 year in advance of the noticed effective date of withdrawal; 27 provided that:
28 15.2.1 TANC shall have one hundred eighty (180) days, Item 6.g
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38 1 from written notice given pursuant to Section 15.5, to 2 exercise a right of first refusal to any rights, interests, 3 and obligations in the Project (in whole or in part) which 4 a former Member that has withdrawn determines to sell, 5 transfer, assign, or otherwise dispose of pursuant to a 6 bona fide written offer. In the event that any former 7 Member that has withdrawn ceases to exist as a public 8 agency, as defined in Section 6500 of the California
9 Government Code, then all rights, interests, and
10 obligations of such former Member in the Project which were 11 derived through TANC shall, at TANC's option, revert to 12 TANC in exchange for TANC assuming such former Member's 13 remaining obligations in the Project; provided, that such 14 former Member that has withdrawn has not sold, assigned, or 15 otherwise disposed of its rights, interests, and
16 obligations prior to the date such Member ceases to exist 17 as a public agency; provided further, that any former 18 Member that has withdrawn has the right to sell, assign, or 19 otherwise dispose of its rights, interests, and obligations 20 to anyone as long as the sale does not violate the
21 provisions of Section 6.4.
22 15.2.2 Former Members who have withdrawn shall have a 23 right of first refusal in any right or interest in the 24 Project (in whole or in part) which TANC or a TANC Member 25 determines to sell, transfer or assign to a non-Member. The 26 rights and obligations of former Members who have withdrawn 27 with respect to layoffs of Transfer Capability shall be as 28 prescribed in Section 7 of this Agreement;
29 15.2.3 Except as provided in this Section 15, a
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39 1 withdrawal shall have no adverse effect on the rights and 2 obligations under the MOU of TANC, its Members, and other 3 former Members who have withdrawn, as those rights and 4 obligations exist on the date of execution of this
5 Agreement;
6 15.2.4 A former Member who has withdrawn shall meet
7 its pro rata share of TANC's layoff obligations under 8 Section 7.3 of this Agreement; and
9 15.2.5 Neither the withdrawal of a Member from TANC
10 nor the conversion of its Participation Percentage of 11 TANC's entitlement to Transfer Capability to an undivided 12 ownership interest in the Project pursuant to Section 15.1 13 shall relieve such Member of any of its obligations to make 14 payments with respect to Debt Service on TANC Project 15 Indebtedness at the times and in the amounts specified in 16 Section 4.1.3.2, as though such conversion had not
17 occurred, including any amounts due thereunder as a result 18 of an increase in such Member's Participation Percentage 19 pursuant to Sections 2.3, 3.1.2.2, and 6.2. In addition, 20 neither shall such action relieve the withdrawing Member of 21 any of its obligations pursuant to Section 6.4, nor affect 22 the rights of TANC to pursue its remedies under Section 6 23 against such former Member who has withdrawn.
24 15.2.6 Prior to withdrawal and conversion pursuant to 25 this Section 15, a withdrawing Member shall execute such 26 instruments and take such actions as TANC may reasonably 27 request to protect the continuing rights of TANC in the 28 interest transferred as set forth in this Agreement.
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40 1 15.3 Inclusion in Intertie Agreements - Implementation of 2 this Section 15 is subject to the provisions of all applicable 3 Intertie Agreements. TANC shall make best efforts to include in 4 all applicable Intertie Agreements, as necessary, provisions to 5 recognize and authorize the rights and obligations of TANC and 6 Members who may elect to withdraw under this Section 15. 7 15.4 No Right to Partition - Each Member waives any rights 8 it may have to partition TANC's ownership interest in the Project 9 and agrees not to seek or to file any action in law or in equity 10 to partition such interest. The Members agree that their sole 11 right and procedure to obtain an ownership interest in the 12 Project separate and apart from TANC is pursuant to this Section 13 15.
14 15.5 Notice - Pursuant to the provisions of Section 15.2, 15 any former Member who has withdrawn shall have the obligation to 16 notify TANC and all other former Members who have withdrawn of 17 its intent to sell, transfer, or assign its interest in the 18 Project (in whole or in part).
19 15.6 Inclusion in Subsequent Project Agreement - Unless 20 otherwise agreed by the Members, the provisions of this Section 21 15 shall be included in any subsequent TANC "project agreement" 22 (as that term is defined in the Joint Powers Agreement) 23 pertaining to the subject matter hereof.
24 15.7 Adjustment of Participation Percentages - Except as 25 otherwise provided in Section 15.2.5, upon the withdrawal of a 26 Member and conversion of its Participation Percentage to an 27 undivided ownership interest pursuant to this Section 15, the 28 Participation Percentage of each remaining Member which has not Item 6.g
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41 1 so withdrawn and converted shall be automatically increased to 2 the ratio between such remaining Member's Participation 3 Percentage and the aggregate of the Participation Percentages of 4 all such remaining Members, expressed as a percentage. 5 6 16. ASSIGNMENT OF AGREEMENT
7 16.1 No Assignment While TANC Project Indebtedness
8 Outstanding - This Agreement shall inure to the benefit of and 9 shall be binding upon the respective successors and assigns of 10 the parties to this Agreement; provided, however, that, except as 11 provided in Sections 2.3.2, 4.1.3.7, 7.2.2, 7.3.2, and 15, 12 neither this Agreement nor any right or interest herein shall be 13 transferred or assigned by any party hereto so long as any TANC 14 Project Indebtedness is outstanding.
15 16.2 Assignment Prior to Withdrawal - Unless a Member has 16 withdrawn from TANC pursuant to Section 15 of this Agreement, any 17 assignment, in whole or in part, of a Member's Participation 18 Percentage or individual ownership interest to a person or entity 19 which is not a member of TANC is subject to paragraph 19 of the 20 Joint Powers Agreement.
21 22 17. MEMBERS' OBLIGATIONS SEVERAL
23 The obligation of each Member to make payments under this 24 Agreement is a several obligation and not a joint obligation with 25 those of the other Members.
26 27 18. TRUSTEE AS A THIRD PARTY BENEFICIARY
28 The parties agree that, among other things, this Agreement Item 6.g
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42 1 is also made and entered into for the benefit of the Trustee 2 under each Indenture and the holders of outstanding TANC Project 3 Indebtedness, as third-party beneficiaries, and the Trustee and 4 such holders shall have the right, as third-party beneficiaries, 5 to initiate and maintain suit to enforce this Agreement to the 6 extent provided in any Indenture. Except as provided in this 7 Section 18, no rights or benefits shall be created in any person 8 or entity not a party to this Agreement.
9 10 19. APPENDICES
11 This Agreement includes Appendices A, B, C, C-1, C—2, D, 12 and E attached hereto and incorporated herein by this reference. 13 14 20. WAIVER
15 Any waiver at any time by any party of its rights with 16 respect to a default under this Agreement, or with respect to any 17 other matters arising in connection with this Agreement, shall 18 not be deemed a waiver with respect to any subsequent default or 19 other matter.
20 21 21. CAPTIONS
22 Except as used for definitions, all indexes, titles, 23 subject headings, section titles and similar items are provided 24 for the purpose of reference and convenience and are not intended 25 to be inclusive, definitive or to affect the meaning or scope of 26 this Agreement.
27 28 22. BILLING AND PAYMENT
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43 1 22.1 Unless otherwise agreed by the Members and TANC, the 2 accounting and billing period shall be one (1) calendar month. 3 Monthly bills sent to a Member shall be sent by United States 4 mail first class, postage prepaid or its equivalent, to the 5 billing address specified in Appendix E. The designation of any 6 person specified in Appendix E may be changed at any time by 7 advance notice given to all Members not then in default and the 8 TANC coordinator.
9 22.2 Billings for amounts payable shall be due on the 10 twenty-fifth (25th) day after mailing of the bill. Payment shall 11 be made at offices designated by the party to which payment is 12 due. If the due date falls on a non-business day of either party, 13 then the payment shall be due on the next following business day 14 without interest.
15 22.3 Amounts of monthly billings not paid on or before the 16 due date shall be payable with an Interest Charge calculated from 17 the due date to the date of payment.
18 22.4 In case any portion of any monthly bill is in dispute, 19 the entire bill shall be paid when due. Any excess amount of 20 payments made pursuant to monthly billings, which through 21 inadvertent error or as a result of a dispute may have been 22 overpaid, as determined by whatever means the parties select to 23 resolve the dispute, shall be returned by the owing party upon 24 determination of the correct amount in accordance with the 25 Intertie Agreements. If the amount owing exceeds five hundred 26 dollars ($500.00) and is more than three (3) months past due, it 27 shall be returned with interest at the rate for an Interest 28 Charge less two (2) percent.
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44 1
2 23. DISTRIBUTION OF ASSETS
3 Notwithstanding anything to the contrary contained in 4 Section 21 of the Joint Powers Agreement, but subject in all 5 events to the provisions of the Intertie Agreements, in the event 6 the Project terminates, subject to Section 16 TANC shall 7 distribute to all Members not then in default TANC's share of the 8 proceeds of the sale, transfer, or other disposition of any 9 assets acquired in connection with the Project, and all of its 10 right, title, and interest therein as a Participant. Such 11 distribution shall be in proportion to the Participation 12 Percentages of such Members then in effect. No such distribution 13 shall occur so long as any TANC Project Indebtedness remains 14 outstanding.
15 16 24. COUNTERPARTS
17 This Agreement may be executed in several counterparts, 18 each of which shall be deemed to be an original and all of which, 19 when taken together, shall constitute a single Agreement. 20 21 25. SIGNATURES
22 In witness whereof, the parties have caused this Project 23 Agreement No. 3 to be executed as of the date first above 24 written. The signatories to this Project Agreement No. 3 25 represent that they have been appropriately authorized to enter 26 into this Project Agreement No. 3 on behalf of the party for whom 27 they sign.
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45 1 CITY OF ALAMEDA 2 By: _________________________ 3 Name: _________________________ 4 Title: _________________________ 5 Date: _________________________ 67 CITY OF HEALDSBURG 8 By: _________________________ 9 Name: _________________________ 10 Title: _________________________
11 Date: _________________________
12 13 CITY OF LODI
14 By: _________________________
15 Name: _________________________
16 Title: _________________________
17 Date: _________________________
18 19 CITY OF LOMPOC
20 By: _________________________
21 Name: _________________________
22 Title: _________________________
23 Date: _________________________
24 25 MODESTO IRRIGATION DISTRICT
26 By: _________________________
27 Name: _________________________
28 Title: _________________________
29 Date: _________________________
30 31 CITY OF PALO ALTO
32 By: _________________________
33 Name: _________________________
34 Title: _________________________
35 Date: _________________________
36 37 CITY OF REDDING
38 By: _________________________
39 Name: _________________________
40 Title: _________________________
41 Date: _________________________
42 43 CITY OF ROSEVILLE
44 By: _________________________
45 Name: _________________________
46 Title: _________________________
47 Date: _________________________
48 49
50 Item 6.g
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46 1 SACRAMENTO MUNICIPAL UTILITY DISTRICT 2 By: _________________________ 3 Name: _________________________ 4 Title: _________________________ 5 Date: _________________________ 67 CITY OF SANTA CLARA 8 By: _________________________ 9 Name: _________________________ 10 Title: _________________________
11 Date: _________________________
12 13 TURLOCK IRRIGATION DISTRICT
14 By: _________________________
15 Name: _________________________
16 Title: _________________________
17 Date: _________________________
18 19 CITY OF UKIAH
20 By: _________________________
21 Name: _________________________
22 Title: _________________________
23 Date: _________________________
24 25 PLUMAS-SIERRA RURAL ELECTRIC
26 COOPERATIVE
27 By: _________________________
28 Name: _________________________
29 Title: _________________________
30 Date: _________________________
31 32 TRANSMISSION AGENCY OF NORTHERN
33 CALIFORNIA
34 By: _________________________
35 Name: _________________________
36 Title: _________________________
37 Date: _________________________
38 39
40 41
42 43
44 45
46 47
48 49
50 Item 6.g
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1 APPENDIX A
MEMORANDUM OF UNDERSTANDING
CALIFORNIA-OREGON TRANSMISSION PROJECT
This memorandum of Understanding (MOU) is entered into
as of the 19th day of December, 1984 by (1) the CITY OF ANAHEIM (Anaheim), CITY OF AZUSA (Azusa), CITY OF BANNING (Banning), CITY OF COLTON (Colton), CITY OF RIVERSIDE
(Riverside), and CITY OF VERNON (Vernon) collectively
referred to as "Southern California Public Agencies": (2) CALIFORNIA DEPARTMENT OF WATER RESOURCES (CDWR): (3)
PACIFIC GAS AND ELECTRIC COMPANY (PG&E) SAN DIEGO GAS AND ELECTRIC COMPANY (SDG&E), and SOUTHERN CALIFORNIA EDISON COMPANY (SCE), collectively referred to as "Investor-Owned Utilities": (4) the WESTERN AREA POWER ADMINISTRATION
(Western): and (5) the TRANSMISSION AGENCY OF NORTHERN
CALIFORNIA (Agency) (composed of the Cities of Alameda, Biggs, Gridley, Healdsburg, Lodi, Lompoc, Palo Alto,
Redding, Roseville, Santa Clara, and Ukiah, the PlumasSierra Rural Electric Cooperative, the Sacramento Municipal Utility District, the Modesto Irrigation District, and the Turlock Irrigation District), hereinafter sometimes
referred to individua y as "Participant" and collectively as "Participants", and the LOS ANGELES DEPARTMENT OF WATER AND POWER ("LADWP"), representing itself and the Cities of Glendale, Burbank and Pasadena, a non-voting member of the Management Committee.
Recitals
WHEREAS, the Agency, the Investor-Owned Utilities, CDWR and Western, have carried out studies related to possible alternative methods of developing additional transmission facilities between California and the Pacific Northwest, and
WHEREAS, Public Law 98-360 and the Conference Report on H.R. 5653 authorize the Secretary of Energy (Secretary) to participate with non-federal entities in developing the California-Oregon Transmission Project (Project) by
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2 upgrading certain facilities and authorize the Secretary to construct or participate in the construction of such
additional facilities as he deems necessary to allow
mutually beneficial power sales between the Pacific
Northwest and California, and to accept and use funds
contributed by non-federal entities, including investorowned and publicly owned utilities, for that purpose, and WHEREAS, pursuant to the mandate set forth in the
Conference Report on H.R. 5653 and Public Law 98-360, the Secretary is directed to enter into negotiations with all interested non-federal entities for the financing, planning and construction of a new 500-kV AC line and associated facilities, and
WHEREAS, the Secretary has met with the Participants
and others and has conferred in and observed the
negotiation of this MOU by the Participants, and
WHEREAS, the Agency, the Southern California Public
Agencies, the Investor-Owned Utilities, Western and the CDWR have all participated in the negotiations and in the development of the Project, and
WHEREAS, the Project, when constructed, will parallel
in part the DC line between California and the Pacific
Northwest, and the operation of the Project may affect the operation of the DC line, and for that reason, the
Participants have invited LADWP, the operator of the DC line, to be a member of the Management Committee to the extent set forth in this MOU, and
WHEREAS, the Project has been evaluated from the
technical viewpoint and has been found to be technically feasible, and
WHEREAS, utilities in the Pacific Northwest and in
California have determined that development of the Project will provide mutual benefits to their respective regions, and
WHEREAS, the Participants will develop the Project
consistent with applicable environmental laws, in an
expeditious manner, and
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3 WHEREAS, in order to develop the Project in accordance with this MOU, the Participants intend to take all
appropriate actions including the negotiation and execution of a definitive participation agreement, and other
agreements as necessary, within nine months or as soon as practicable after execution hereof, and
WHEREAS, CDWR and the Participants have agreed to
postpone the date upon which CDWR will first be entitled to exercise its rights to buy 6.25 percent of Project transfer capability, and
NOW THEREFORE, in order to expedite the signing of the
Participation Agreement and other necessary agreements, the following Principles are hereby agreed to and shall be
implemented in such agreements.
1.0 Scope of Project
1.1 The Project includes:
1.1.1 The construction of a new 500-kV AC
transmission line from the CaliforniaOregon border area to the Redding area.
1.1.2 Reconstruction of an existing double
circuit 230-kV AC line owned by Western to
a single circuit 500-kV AC line from the
Redding area to the Tracy Substation.
1.1.3 Construction of a new 500-kV AC line from
Tracy Substation to Tesla Substation.
1.1.4 Construction of a 500-kV AC cross-tie from
the Redding area to Round Mountain
Substation or its vicinity, unless the
Management Committee determines that such
cross-tie is not needed.
1.1.5 Construction of a 500-kV substation in the
Redding area. The size, location, and
configuration shall be as determined by
the Management Committee.
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4 2.0 Associated Facilities
2.1 The Project does not include facilities south of
the Tesla Substation, however, PG&E shall upgrade
or improve portions of its transmission system
between Tesla Substation and Midway Substation as
necessary to provide firm power transfer
capability to meet its obligations hereunder as
set forth in Sections 2.2, 2.3 and 2.4.
2.2 PG&E shall provide firm bi-directional
transmission service over its facilities between
Tesla and Midway Substations for the Southern
California Public Agencies, SCE and SDG&E in
amounts equal to their respective transfer
capabilities in the Project (whether obtained
under Section 5 or Section 10) for the life of
the Project. PG&E shall also provide up to SO MW
of firm bi-directional transmission service
between Tesla and Midway Substations for
transmission entitlement that may be assignable
by SMUD pursuant to Section 9.0. PG&E shall not
be obligated to provide firm transmission service
in excess of 700 MW for power transmitted over
Project facilities and SMUD1s SO MW of assignable
entitlement, provided, that such transmission
service shall be provided under reasonable rates,
terms and conditions.
2.3 In addition to firm transmission service provided
pursuant to Section 2.2, PG&E shall make
available to the Agency for the life of the
Project up to 300 MW of firm bi-directional
transmission service between Tesla Substation and
Midway (150 MW for the M-S-R San Juan Project,
plus an additional 150 MW). The Agency shall, if
requested to do so by PG&E, provide, in the form
of a contribution in aid of construction, a
reasonable and proportionate share of the capital
required for increasing the transfer capability
between Los Banos and Gates. Such
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5 transfer capability is to be developed by PG&E
and will be available for service no later than
January 1, 1990 and shall be provided under
reasonable rates, terms and conditions.
2.4 Project participants agree to cooperate in
developing suitable transmission facilities to
deliver power transmitted over the Project to the
Participants, or to provide acceptable firm
transmission service arrangements for such power
under reasonable rates, terms and conditions.
2.5 SCE agrees to provide firm bi-directional
transmission service between Midway Substation
and the Southern California Public Agencies of
power available over the Project's facilities,
consistent with the provisions of applicable
individual integrated operating agreements and
settlement agreements between such agencies and
SCE or any successor agreements. If SCE and any
such agency cannot agree upon the terms and
conditions of such a firm transmission service
agreement hereunder, SCE will make a unilateral
filing with the FERC of such a firm transmission
service agreement under Section 205 or 206 of the
Federal Power Act and pursuant to the FERC's
rules and regulations promulgated thereunder.
3.0 Project Rating Interconnection and Operation
3.1 The Project shall be designed to have a minimum
transfer capability of 1600 MW including loop
flow from the California-Oregon border to the
Tesla Substation and a minimum of 1900 MW of
transfer capability from the Redding Substation
to the Tracy Substation. The actual Project
transfer capability will be determined from time
to time by the Management Committee based on
studies. The Management Committee has the right
to review and approve all modifications to the
Project, provided that any modification which
materially affects the transmission system of a
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6 Participant shall require the prior approval of
such Participant.
3.2 The Project shall be interconnected and operated
in parallel with the existing AC Intertie
facilities.
3.3 The Participants shall enter into appropriate
contractual arrangements:
3.3.1 With Northwest utilities to interconnect
the Project with the Pacific Northwest
transmission system such that access is
available to a wide spectrum of utilities
in the Pacific Northwest and Canada.
Agreement shall be among the Participants
and Northwest utilities.
3.3.2 With PG&E and Western for interconnections
between the Project and Western and PG&E
systems, including provisions governing
the ownership of new facilities in
existing substations.
3.3.3 Providing that each Participant shall
have a right to displace Northwest imports
scheduled by other Participants over the
Project for delivery and use within a
control area at times when any Participant
in such control area is in a spill
condition or at minimum generation,
provided that displacement energy is
delivered to the Participant whose energy
is being displaced at a cost including
penalties, if any, at or below the price
of the displaced Northwest imports.
3.3.4 For the interconnection and parallel
operation of the Project with existing AC
Intertie facilities. Such arrangements
shall also provide for integration of the
Project with the existing AC Intertie
System, including pro rata sharing of
available
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7 transfer capability under outage and
curtailment conditions, including
curtailments due to loop flow.
3.4 PG&E shall be the operating agent for operation
and maintenance of the Project, with operation
and maintenance costs to be shared by Project
Participants in proportion to their respective
allocations under these Principles. PG&E shall
coordinate with Western on the operations and
maintenance on the Redding to Tracy portion of
the Project.
3.5 All Participants who receive transfer capability
from the Project shall coordinate schedules with
PG&E.
4.0 Project Management
4.1 A Management Committee, chaired by a
representative of the Agency, is hereby formed to
oversee and approve the planning, design,
construction, operation and maintenance of the
Project. Each Participant in the Project shall
have representation on the Management Committee,
with the members of the Agency being represented
by the Agency and the Southern California Public
Agencies being represented by one Participant of
their choice. All actions or decisions by the
Management Committee shall be by agreement of at
least 75 percent interest of the voting
Participants, based on Project Participation
shares between the California-Oregon border area
and Tesla Substation. Subcommittees shall be
formed as needed to address specific aspects of
the Project. CDWR, prior to exercise of rights
under Section 8.1, and LADWP shall also have nonvoting representation on the Management Committee. Each Participant, including each of
the members of the Agency and each of the
Southern California Public Agencies, shall be
given advance notification of all meetings of the
Management Committee and may attend meetings.
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8 4.2 Western shall be the lead agency for the NEPA
process and the Agency shall be the lead agency
for the CEQA process. All Participants agree to
cooperate and support the processes necessary to
obtain all necessary permits from regulatory
agencies having jurisdiction.
4.3 The Agency shall be the overall Project Manager.
Western, under contract to the Participants,
shall be responsible for design and construction
of the upgraded Western facilities, including the
proposed Redding Substation. The Agency and/or
PG&E, under contract to the Participants, shall
be responsible for design and construction of all
Project facilities other than Western upgraded
facilities.
4.4 In exercising its non-voting representation on
the Management Committee, LADWP may represent the
ownership interests of itself, Burbank, Glendale
and Pasadena in the DC line only as to
discussions relating to operation of the DC line,
and its representation shall be limited to
offering non-binding suggestions as to planning,
construction, and operation of the Project, and
advising the Committee as to problems which may
arise through operation of the Project in
parallel with the DC line.
5.0 Project Participation Shares
5.1 The Participants shall be entitled to Project
transfer capability between the California-Oregon
border area and Tesla Substation prior to January
1, 2005, in the following proportions:
5.1.1 The Agency shall be entitled to 43.75
percent.
5.1.2 The Investor-Owned Utilities shall be
entitled to 42.19 percent.
5.1.3 The Southern California Public Agencies
shall be entitled to 7.81 percent.
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9 5.1.4 Western for DOE laboratories and federal
wildlife refuges shall be entitled to 6.25
percent.
5.2 If CDWR exercises its rights and purchases its share of the Project pursuant to Section 8.1, then the
Participants shall be entitled to Project transfer
capability between the California-Oregon border area
and Tesla Substation commencing on January 1, 2005,
in the following proportions:
5.2.1 The Agency shall be entitled to 40.83
percent.
5.2.2 The Investor-Owned Utilities shall be
entitled to 39.38 percent.
5.2.3 The Southern California Public Agencies shall
be entitled to 7.29 percent.
5.2.4 Western for DOE laboratories and federal
wildlife refuges shall be entitled to 6.25
percent.
5.2.5 The CDWR shall be entitled to 6.25 percent.
5.3 If CDWR elects not to exercise its rights to
purchase Project transfer capability pursuant to
Section 8.1, then the Participants shall continue
to be entitled to Project transfer capability in
the same percentages as specified in Section 5.1.
5.4 The Project transfer capability specified to
Western in Sections 5.1, 5.2, and 5.3, is to
serve DOE laboratories and federal wildlife
refuges unless they make other arrangements with
Western or other Participants. In addition,
Western shall be provided the following transfer
capability in Project facilities between the
Redding Substation and Tracy Substation:
5.4.1 300 MW under all operating conditions,
with back up service provided by PG&E
pursuant to Contract 14-06-200-2948A
(Contract 2948A).
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10 5.4.2 Up to an additional 300 MW (above 1900
MW), to the extent that such transfer
capability is available from the Project.
5.5 During construction of the Project, to the extent
transmission capacity is available, PG&E will accept
CVP power at any point of interconnection between
PG&E and Western for delivery to PG&E or to Western
loads served from PG&E's system pursuant to Contract
2948A. Any incremental costs incurred by Western
because of the outage of its facilities during
construction, including wheeling charges paid to
PG&E, shall be deemed to be a Project cost.
6.0 Project Financing Responsibility
6.1 Prior to the effective date of any election by CDWR to exercise its rights pursuant to Section 8.1 and
unless otherwise agreed pursuant to Section 6.3, the
Participants shall be responsible for financing the
Project and betterments in the following proportions:
6.1.1 The Agency, 46.67 percent (approximately
700/1500);
6.1.2 The Investor-Owned Utilities, 45.00
percent (approximately 675/1500);
6.1.3 The Southern California Public Agencies,
8.33 percent (approximately 125/1500).
6.2 Subsequent to the effective date of election by
CDWR to exercise its rights pursuant to Section
8.1, and unless otherwise agreed pursuant to
Section 6.3, the Participants shall be
responsible for any capital betterments for the
Project in the following proportions:
6.2.l The Agency, 43.55 percent;
6.2.2 The Investor-Owned Utilities, 42.00 percent;
6.2.3 The Southern California Public Agencies,
7.78 percent;
6.2.4 CDWR, 6.67 percent.
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11 6.3 A Participant may agree to assume (in part or whole} financing responsibility for another Participant's
share. Such assumption shall not alter the Project
Participation shares in Section 5.
7.0 Project Ownership
7.1 Except as otherwise agreed by the Participants
pursuant to Section 7.6, the Project, other than
the upgraded Western facilities, shall be owned
in the following proportions prior to January 1,
2005, and also thereafter, if CDWR does not
exercise its rights pursuant to Section 8.1.
7.1.1 The Agency, 46.67 percent.
7.1.2 The Investor-Owned Utilities, 45.00
percent.
7.1.3 The Southern California Public Agencies,
8.33 percent.
7.2 If CDWR exercises its rights to purchase Project
transfer capability pursuant to Section 8.1, then
except as otherwise agreed by the Participants
pursuant to Section 7.6, the Project (other than
the upgraded Western facilities) shall be owned in
the following proportions after January 1, 2005:
7.2.1 The Agency, 43.55 percent.
7.2.2 The Investor-Owned Utilities, 42.00 percent.
7.2.3 The Southern California Public Agencies,
7.78 percent.
7.2.4 The CDWR, 6.67 percent.
7.3 Unless prohibited by law or unless otherwise
agreed pursuant to Section 7.6, the upgraded
Western facilities shall be owned in the
following proportions prior to January 1, 2005:
7.3.1 The Agency, 36.84 percent (700/1900).
7.3.2 The Investor-Owned Utilities, 35.53
percent (675/1900).
7.3.3 The Southern California Public Agencies,
6.58 percent (125/1900).
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12 7.3.4 Western, 21.05 percent (400/1900).
7.4 Unless prohibited by law or unless otherwise
agreed pursuant to Section 7.6, the upgraded
Western facilities shall be owned in the
following proportions on and after January l,
2005, if CDWR exercises its rights to purchase
pursuant to Section 8.1.
7.4.1 The Agency, 34.39 percent (approximately
653/1900).
7.4.2 The Investor-Owned Utilities, 33.16
percent (approximately 630/1900).
7.4.3 The Southern California Public Agencies,
6.14 percent (approximately 117/1900).
7.4.4 Western, 21.05 percent (400/1900).
7.4.5 CDWR, 5.26 percent (100/1900).
7.5 If CDWR elects not to exercise its rights
pursuant to Section 8.1, then the proportions
owned on and after January 1, 2005, shall be as
specified in Section 7.3.
7.6 A Participant may agree to assume ownership of
all or part of another Participant's ownership
share and provide firm transmission service to
such other Participant in an amount that the
Participant's ownership share plus transmission
service hereunder shall equal the Participant's
Project participation share in Section 5.
8.0 Rights for the California Department of Water Resources
8.1 Effective January 1, 2005, CDWR will have a right
to buy pro rata from all Participants, except
Western, 6.25 percent of the Project as the
Project exists as of the date CDWR exercises its
right. Unless another price is mutually agreed to
by the selling Participant and CDWR, CDWR shall
pay each selling Participant the original
construction cost (including the original
construction cost associated with
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13 Western's entitlement), including the interest it
incurred during construction, plus the original
cost of capital improvements and betterments
(including the original cost of capital
improvements and betterments associated with
Western's entitlement), including interest it
incurred during construction, allocable to the
respective pro rata share of the Project that the
participant is selling to CDWR. Within one year
after the Project is energized, each Participant
shall provide CDWR with a statement of the
original construction cost (including the
original construction cost associated with
Western's entitlement), including the interest it
incurred during construction for its share of the
Project so that CDWR can determine the cost it
shall be obligated to pay such Participant if it
exercises its rights under this Section 8.1.
Within one year after any capital improvements or
betterments are completed prior to the date of
exercise by CDWR, each Participant shall provide
CDWR with a statement of construction costs
incurred for such capital improvements, or
betterments (including the original construction
cost of capital improvements and betterments
associated with Western's entitlement) including
interest it incurred during construction with
respect to its share, so that CDWR can determine
the cost it shall be obligated to pay such
Participant if it exercises its rights under this
Section 8.1.
8.2 Subject to (1) satisfaction of Section 11.4 of
this MOU as to participation of PG&E in the
Project, (2) execution by COWR of the
participation agreement, and(3) construction of
the Project, the term of the Extra High Voltage
Contract, dated August 1, 1967, among CDWR, PG&E,
SDG&E, and SCE, or the successor(s) in interest
to SDG&E and SCE, shall be
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14 extended for the useful life of the existing AC
Intertie. Notwithstanding any terms to the
contrary in the Extra High Voltage Contract, if
the Parties cannot reach agreement on the rates
that CDWR is to pay during the extended term of
this contract, after 2004 PG&E, SCE, and SDG&E,
or the successor(s) in interest to SDG&E and SCE,
may unilaterally make application to FERC for a
change in rates, under Section 205 of the Federal
Power Act and pursuant to the FERC's Rules and
Regulations promulgated thereunder.
8.2.1 CDWR shall be considered a Participant for
the purposes of Sections 3.3.3 and 10.4.
8.3 Upon exercise of CDWR's rights under Section 8.1,
PG&E and SCE shall provide firm transmission
capacity to deliver CDWR's 100 MW to Midway and
Vincent Substations, under reasonable rates,
terms, and conditions.
8.4 Except as provided in Section 8.2, nothing in
this agreement shall modify or change CDWR's
rights under the Extra High Voltage Agreement
dated August 1, 1967.
9.0 The EHV Contract Between SMUD, PG&E, SCE, and SDG&E
9.1 PG&E, SCE, and SDG&E, pursuant to Article 33 of
the August l, 1967 contract entitled "Contract
Between California Companies and Sacramento
Municipal Utility District for Extra High Voltage
Transmission and Exchange Service" between SMUD,
PG&E, SCE, and SDG&E (EHV Contract), consent to
an assignment by SMUD of up to SO MW of SMUD's
200 MW entitlement pursuant to the EHV Contract
to California publicly owned utilities on such
terms as may be negotiated between SMUD and the
California publicly owned utilities: provided,
however that such terms shall be consistent
with, shall not amend, and shall not
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15 interfere with the performance of any rights or
obligations under the EHV Contract. Such assignment
may commence on January 1, 1985 and shall terminate
on the earliest to occur of, (1) the date when the
California-Oregon Transmission Project becomes
operational, (2) the date when the participation of
PG&E, SCE, and SDG&E is terminated because the
approvals under Section 11.4 cannot be obtained or
because those approvals are unsatisfactory to PG&E,
SCE, and SDG&E, (3) the date when the Project is
terminated prior to its operation, such termination
to be deemed to have occurred on January 1, 1993, if
no work has been done on the Project for three years
prior to that date. Such an assignment shall not
impair SMUD's right to utilize any assigned
entitlement after termination of the assignment.
10.0 Layoff Arrangements
10.l The Agency shall lay off on a firm basis 50 MW of
Project transfer capability to the California
Public Agencies between 1990 and 1994. The Agency
shall lay off on a firm basis 25 MW of Project
transfer capability to the Southern California
Public Agencies between 1995 and 1999.
10.2 The Agency shall lay off on a firm basis Project
transfer capability to the Investor-Owned
Utilities, as indicated below:
1990: 200 MW
1991: 175 MW
1992: 150 MW
1993: 125 MW
1994: 100 MW
1995: 75 MW
1996: 50 MW
1997: 25 MW
1998 and thereafter: 0 MW
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16 10.3 Layoff of Project transfer capability pursuant to Sections 10.l and 10.2 shall be sold at the cost
of said transfer capability based on public
financing plus contingencies of 25 percent. It is
recognized that the layoff amounts set forth in
Sections 10.1 and 10.2 will be converted to a
percentage of the minimum design transfer
capability of 1600 MW and applied to the actual
transfer capability determined by the Management
Committee.
10.4 An important goal of the Project is to benefit
the Participants and their respective ratepayers,
commensurate with the risks inherent in the
Project. To the extent that any Participant does
not need its Project transfer capability to meet
the loads of its system (directly or by exchange)
and its firm layoff requirement pursuant to
Sections 10.1 and 10.2 hereunder, such remaining
transfer capability shall be made available to
the other Participants.
10.4.1 Long-term transfer capability is transfer
capability for which a five-year advance
notice is required. Short-term transfer
capability is transfer capability for
which less than five years notice is
required.
10.4.2 Layoff transfer capability as specified in
Section 10.4 shall be made available on a
cost basis. Long-term transfer capability
shall be offered at no less than the cost
or transfer capability based on public
financing plus contingencies of 25
percent. Short-term transfer capability
shall be offered at no less than the cost
of transfer capability based on public
financing with no contingency adder.
10.4.3 If there are no Participants wishing to
purchase either long-term or short-term
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17 layoff at the applicable price pursuant to
Section 10.4.2, then the selling
Participant can use its excess transfer
capability to deliver power to a
Participant or to other entities under any
terms and conditions or make its Project
transfer capability available to others.
10.5 Nothing in Section 10.4 shall prevent any
Participant from utilizing its Project transfer
capability to transmit power to other
Participants or entities in the Northwest.
11.0 Approval by the Secretary of Energy, Congress and
other Governmental Agencies
If, after a public notice procedure and due
deliberation by the Secretary, this MOU is adopted by the Secretary as the basis for development of the Project, the Participants agree as follows:
11.1 This MOU shall be submitted by the Secretary in
his report to Congress, pursuant to Public Law
98-360.
11.2 The Participants shall support the passage of
legislation in the form attached hereto as
"Exhibit A", authorizing the implementation of
the Project in accordance with this MOU. The
Participants shall also support report language
accompanying such legislation in the form
attached as "Exhibit B", which determines that
the plan for development and operation of the
Project in accordance with this MOU is in the
public interest.
11.3 Contracts among the Participants shall then be
negotiated to implement these principles. As a
condition of execution of any contracts
implementing this HOU each Participant shall
furnish the other Participants with a written
Opinion of Council in which it is represented
that said Participant has the authority to enter
into such contracts and to be
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18 bound by the terms and conditions thereof. In the
case of Agency, each major member agency thereof
shall furnish such Opinion of Counsel.
11.4 The contracts negotiated to implement these
Principles shall be submitted to, and shall be
subject to satisfactory approvals and permits of,
local, state and federal governmental agencies
having jurisdiction over the Participants to the
contracts or the actions contemplated here.
11.5 If the conditions in Section 11.4 are not
satisfied as to any Participant, without changes
or new conditions unacceptable to such
Participant, such Participant shall no longer be
bound by any provision of this MOU.
12.0 Signature Clause
The signatories to this MOU represent that they have
been appropriately authorized to enter into this MOU on behalf of the Party for whom they sign. This MOU may be executed in counterparts. This MOU is executed as of the 19th day of December, 1984.
(Seal) CITY OF ANAHEIM
By: __________________________
Date: __________________________
CITY OF AZUSA
By: __________________________
Date: __________________________
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18 bound by the terms and conditions thereof. In the
case of Agency, each major member agency thereof
shall furnish such Opinion of Counsel.
11.4 The contracts negotiated to implement these
Principles shall be submitted to, and shall be
subject to satisfactory approvals and permits of,
local, state and federal governmental agencies
having jurisdiction over the Participants to the
contracts or the actions contemplated here.
11.5 If the conditions in Section 11.4 are not
satisfied as to any Participant, without changes
or new conditions unacceptable to such
Participant, such Participant shall no longer be
bound by any provision of this MOU.
12.0 Signature Clause
The signatories to this MOU represent that they have
been appropriately authorized to enter into this MOU on behalf of the Party for whom they sign. This MOU may be executed in counterparts. This MOU is executed as of the 19th day of December, 1984.
CITY OF ANAHEIM
By: __________________________
Date: __________________________
CITY OF AZUSA
By: __________________________
Date: __________________________
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19 CITY OF BANNING
By: __________________________
Date: __________________________
CITY OF COLTON
By: __________________________
Date: __________________________
CITY OF RIVERSIDE
By: __________________________
Date: __________________________
CITY OF VERNON
By: __________________________
Date: __________________________
CALIFORNIA DEPARTMENT OF
WATER RESOURCES
By: __________________________
Date: __________________________
PACIFIC GAS AND ELECTRIC COMPANY
By: __________________________
Date: __________________________
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19 CITY OF BANNING
By: __________________________
Date: __________________________
CITY OF COLTON
By: __________________________
Date: __________________________
CITY OF RIVERSIDE
By: __________________________
Date: __________________________
CITY OF VERNON
By: __________________________
Date: __________________________
CALIFORNIA DEPARTMENT OF
WATER RESOURCES
By: __________________________
Date: __________________________
PACIFIC GAS AND ELECTRIC COMPANY
By: __________________________
Date: __________________________
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19 CITY OF BANNING
By: __________________________
Date: __________________________
CITY OF COLTON
By: __________________________
Date: __________________________
CITY OF RIVERSIDE
By: __________________________
Date: __________________________
CITY OF VERNON
By: __________________________
Date: __________________________
CALIFORNIA DEPARTMENT OF
WATER RESOURCES
By: __________________________
Date: __________________________
PACIFIC GAS AND ELECTRIC COMPANY
By: __________________________
Date: __________________________
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19 CITY OF BANNING
By: __________________________
Date: __________________________
CITY OF COLTON
By: __________________________
Date: __________________________
CITY OF RIVERSIDE
By: __________________________
Date: __________________________
CITY OF VERNON
By: __________________________
Date: __________________________
CALIFORNIA DEPARTMENT OF
WATER RESOURCES
By: __________________________
Date: __________________________
PACIFIC GAS AND ELECTRIC COMPANY
By: __________________________
Date: __________________________
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19 CITY OF BANNING
By: __________________________
Date: __________________________
CITY OF COLTON
By: __________________________
Date: __________________________
CITY OF RIVERSIDE
By: __________________________
Date: __________________________
CITY OF VERNON
By: __________________________
Date: __________________________
CALIFORNIA DEPARTMENT OF
WATER RESOURCES
By: __________________________
Date: __________________________
PACIFIC GAS AND ELECTRIC COMPANY
By: __________________________
Date: __________________________
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19 CITY OF BANNING
By: __________________________
Date: __________________________
CITY OF COLTON
By: __________________________
Date: __________________________
CITY OF RIVERSIDE
By: __________________________
Date: __________________________
CITY OF VERNON
By: __________________________
Date: __________________________
CALIFORNIA DEPARTMENT OF
WATER RESOURCES
By: __________________________
Date: __________________________
PACIFIC GAS AND ELECTRIC COMPANY
By: __________________________
Date: __________________________
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20 SAN DIEGO GAS AND ELECTRIC COMPANY
By: ____________________________
Date: ____________________________
SOUTHERN CALIFORNIA EDISON COMPANY
By: ____________________________
Date: ____________________________
WESTERN AREA POWER ADMINISTRATION
By: ___________________________*
Date: ____________________________
*/ Subject to a public involvement proceeding
and, after consideration of public comments,
adoption of this MOU, as may be modified
based on such public comments, by the
Secretary of Energy.
TRANSMISSION AGENCY OF NORTHERN CALIFORNIA
By: ____________________________
Date: ____________________________
LOS ANGELES DEPARTMENT OF WATER AND POWER
By: ____________________________
Date: ____________________________
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20 SAN DIEGO GAS AND ELECTRIC COMPANY
By: ____________________________
Date: ____________________________
SOUTHERN CALIFORNIA EDISON COMPANY
By: ____________________________
Date: ____________________________
WESTERN AREA POWER ADMINISTRATION
By: ____________________________
Date: ____________________________
TRANSMISSION AGENCY OF
NORTHERN CALIFORNIA
By: ____________________________
Date: ____________________________
LOS ANGELES DEPARTMENT OF WATER
AND POWER
By: ____________________________
Date: ____________________________
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20 MEMORANDUM OF UNDERSTANDING
CALIFORNIA-OREGON TRANSMISSION PROJECT
SAN DIEGO GAS AND ELECTRIC COMPANY
By: ____________________________
Date: ____________________________
SOUTHERN CALIFORNIA EDISON COMPANY
By: ____________________________
Date: ____________________________
WESTERN AREA POWER ADMINISTRATION
By: ____________________________
Date: ____________________________
TRANSMISSION AGENCY OF
NORTHERN CALIFORNIA
By: ____________________________
Date: ____________________________
LOS ANGELES DEPARTMENT OF WATER
AND POWER
By: ____________________________
Date: ____________________________
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20 SAN DIEGO GAS AND ELECTRIC COMPANY
By: ____________________________
Date: ____________________________
SOUTHERN CALIFORNIA EDISON COMPANY
By: ____________________________
Date: ____________________________
WESTERN AREA POWER ADMINISTRATION
By: ____________________________
Date: ____________________________
TRANSMISSION AGENCY OF
NORTHERN CALIFORNIA
By: ____________________________
Date: ____________________________
LOS ANGELES DEPARTMENT OF WATER
AND POWER
By: ____________________________
Date: ____________________________
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20 SAN DIEGO GAS AND ELECTRIC COMPANY
By: ____________________________
Date: ____________________________
SOUTHERN CALIFORNIA EDISON COMPANY
By: ____________________________
Date: ____________________________
WESTERN AREA POWER ADMINISTRATION
By: ____________________________
Date: ____________________________
TRANSMISSION AGENCY OF
NORTHERN CALIFORNIA
By: ____________________________
Date: ____________________________
LOS ANGELES DEPARTMENT OF WATER
AND POWER
By: ____________________________
Date: ____________________________
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"Exhibit A"
Suggested Legislation
The Secretary of Energy is authorized to cause the
construction of a third AC transmission line from the Pacific Northwest to California in accordance with a Memorandum of Understanding submitted by the Secretary pursuant to Public Law 98-360.
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"Exhibit B"
Suggested Report Language in Appropriations
Legislation in Both Houses or Conference
The Secretary has, pursuant to Public Law 98-360, reported a conceptual plan for construction of the line, which is described in detail in a Memorandum of Understanding signed by most of the privately and publicly owned utilities in California. The plan for development and operation of the new 500-kV AC line and associated facilities described in the Memorandum is in the public interest and will benefit the electric consumers of the Pacific Northwest and Southwest. Accordingly, the Secretary is instructed to work with the California utilities and proceed with development and operation of the Project in accordance with the Memorandum.
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APPENDIX B
CALIFORNIA-OREGON
TRANSMISSION PROJECT
MEMORANDUM OF UNDERSTANDING
ANNEX
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1 CONFORMED COPY
2 3 CALIFORNIA-OREGON TRANSMISSION PROJECT
4 MEMORANDUM OF UNDERSTANDING ANNEX
5 6 Among
7 8 City of Anaheim
9 City of Azusa
10 City of Banning
11 City of Colton
12 City of Riverside
13 City of Vernon
14 California Department of Water Resources
15 Los Angeles Department of Water and Power
16 Pacific Gas and Electric Company
17 San Diego Gas & Electric Company
18 Southern California Edison Company
19 Transmission Agency of Northern California
20 Western Area Power Administration
21 Carmichael Water District
22 El Dorado Hills Community Services District
23 San Juan Suburban Water District
24 Shasta Dam Area Public Utility District
25 Southern San Joaquin Valley Power Authority
26 Trinity County Public Utility District
27 28 March 19, 1986
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i
1 TABLE OF CONTENTS
2 3 SECTION PAGE
4 5 RECITALS ……………………………………………………………………………… 2
6 1. DEFINITIONS AND CATEGORIES OF PARTICIPANTS…… 3
7 2. ASSUMPTION OF OBLIGATIONS AND RIGHTS ……………… 4
8 3. PROJECT MANAGEMENT ………………………………………………………… 5
9 4. MEMORANDUM OF UNDERSTANDING—PROJECT PARTICIPATION
10 SHARES ………………………………………………………………………………… 6
11 5. MEMORANDUM OF UNDERSTANDING—PROJECT FINANCING
12 RESPONSIBILITY ………………………………………………………………… 9
13 6. MEMORANDUM OF UNDERSTANDING—PROJECT OWNERSHIP
14 …………………………………………………………………………………………………… 10
15 7. RIGHTS OF THE CALIFORNIA DEPARTMENT OF WATER
16 RESOURCES …………………………………………………………………………… 15
17 8. PROJECT DEVELOPMENT AGREEMENT –PROJECT OWNERSHIP, 18 ENTITLEMENT TO TRANSFER CAPABILITY OF THE PROJECT
19 AND PROJECT FINANCING REPONSIBILITY ………………… 18
20 9. CHANGES IN OWNERSHIP, PARTICIPATION SHARE, AND
21 FINANCING RESPONSIBILITY ………………………………………… 20
22 10. REIMBURSEMENT OF CURRENT PARTICIPANTS …………… 20
23 11. CONSTRUCTIVE WITHDRAWAL …………………………………………… 22
24 12. ASSIGNMENT ………………………………………………………………………… 25
25 13. OPINIONS OF COUNSEL …………………………………………………… 27
26 14. SIGNATURE CLAUSE …………………………………………………………… 28
27 28
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1 1 MEMORANDUM OF UNDERSTANDING ANNEX
2 CALIFORNIA-OREGON TRANSMISSION PROJECT
3 4 This Memorandum of Understanding Annex (“MOU Annex”) shall 5 be effective as of February 22, 1986, and is entered into by the 6 City of Anaheim (Anaheim), City of Azusa (Azusa), City of Banning 7 (Banning), City of Colton (Colton), City of Riverside 8 (Riverside), City of Vernon (Vernon), collectively referred to as 9 "Southern California Public Agencies": California Department of 10 Water Resources (CDWR): Pacific Gas and Electric Company 11 (PG&E), San Diego Gas and Electric Company (SDG&E), and 12 Southern California Edison Company (SCE), collectively referred 13 to as "Investor-Owned Utilities": the Western Area Power 14 Administration (Western): the Transmission Agency of Northern 15 California (Agency), a joint powers agency composed of the Cities 16 of Alameda, Biggs, Gridley, Healdsburg, Lodi, Lompoc, Palo Alto, 17 Redding, Roseville, Santa Clara, and Ukiah, the Plumas-Sierra 18 Rural Electric Cooperative, the Sacramento Municipal Utility 19 District, the Modesto Irrigation District, and the Turlock 20 Irrigation District: hereinafter sometimes referred to 21 individually as "Current Participant" and collectively as 22 “Current Participants": the Los Angeles Department of Water and 23 Power (LADWP), representing itself and the Cities of Glendale, 24 Burbank, and Pasadena, a non-voting member of the Management 25 Committee: and Southern San Joaquin Valley Power Authority (South 26 San Joaquin), a joint powers agency: Trinity County Public 27 Utility District (Trinity): Shasta Dam Area Public Utility 28 District (Shasta): San Juan Suburban Water District (San Juan):
29 Item 6.g
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2 1 El Dorado Hills Community Services District (El Dorado); and 2 Carmichael Water District (Carmichael), hereinafter sometimes 3 referred to individually as “Additional Participant” and 4 collectively as “Additional Participants.”
5 6 RECITALS
7 WHEREAS, the Current Participants, along with LADWP, have 8 executed the Memorandum of Understanding, California-Oregon 9 Transmission Project dated December 19, 1984 ("MOU"), and the 10 Current Participants, except for CDWR, have executed a 11 Supplemental Letter Agreement to the MOU, the Interim Cost 12 Sharing Agreement effective April 1, 1985, and the Project 13 Development Agreement ("PDA") effective September 30, 198S, for 14 the purpose of developing the California-Oregon Transmission 15 Project ("Project"), and
16 WHEREAS, the Secretary of Energy, by his Memorandum of 17 Decision ("MOD") of February 7, 1985 approved the MOU subject to 18 the modifications and conditions set forth in the MOD, which MOD 19 has been clarified by the May 4, 1985 letter from the Acting 20 General Counsel of the Department of Energy: and
21 WHEREAS, certain non-federal public entities were, under 22 terms and conditions specified by Western in 50 Fed. Reg. 23 31912 (1985), allocated entitlements within the 3.125 per cent of 24 Project transfer capability reserved to them by the Secretary of 25 Energy, which non-federal public entities and their allocated 26 entitlements are set out at SO Fed. Reg. 42769 (1985), and 27 WHEREAS, such non-federal public entities, designated as 28 the Additional Participants, as one condition of receiving and 29 Item 6.g
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3 1 using such entitlement must sign an agreement with the Current 2 Participants by which they assume all appropriate obligations and 3 become entitled to all applicable rights and benefits of the 4 Project defined to date,
5 NOW, THEREFORE, the Additional Participants, the Current 6 Participants, and LADWP agree as follows:
7 8 1. DEFINITIONS AND CATEGORIES OF PARTICIPANTS
9 1.1 For purposes of this MOU Annex, a "Participant" is 10 an entity having the obligations, rights and
11 benefits of a Participant as that term is used in
12 the MOU, the Supplemental Letter Agreement, the
13 Interim Cost Sharing Agreement, the PDA and any
14 other agreement related to the Project which has
15 been signed by all or substantially all the
16 Current Participants and Additional Participants.
17 1.2 A Nonutility Participant is any Additional
18 Participant which (l) is not a public electric
19 utility regulated under applicable state law or
20 the Federal Power Act or exempted from such
21 regulation by reason of being a public entity, or
22 (2) does not have public utility responsibilities
23 with regard to serving electric power to
24 customers. Nonutility Participants have the same
25 rights, obligations and benefits as Participants
26 except as provided in Section 2.2 below. As of
27 the effective date of this Agreement, the
28 Nonutility Participants are South San Joaquin, San
29 Item 6.g
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4 1 Juan and Carmichael. Nothing contained herein
2 shall preclude a Nonutility Participant from
3 changing its status at a later date, to no longer
4 be a Nonutility Participant.
5 6 2. ASSUMPTION OF OBLIGATIONS AND RIGHTS
7 2.l Each Additional Participant agrees to and is bound 8 hereby by all provisions, terms and conditions of
9 the MOU s modified by the MOD of the United
10 States Secretary of Energy, dated February 7,
11 1985, as interpreted by the letter of the United
12 States Department of Energy Acting General
13 Counsel, dated May 4, 1985, and as such MOU may be
14 further amended, the Supplemental Letter
15 Agreement, the Interim Cost Sharing Agreement and
16 the PDA, all as modified by this MOU Annex, as if
17 each Additional Participant had duly executed such
18 agreement.
19 2.2 In accordance with the May 4, 1985 letter from the 20 Acting General Counsel of the Department of
21 Energy, which provides in part that the Secretary
22 of Energy's MOD was not intended to impose a
23 precedent for wheeling to end-users, Section 2.4
24 of the MOU and Sections 34.3 and 34.4 of the PDA,
25 which implement Section 2.4 of the MOU, shall not
26 be applicable to Nonutility Participants.
27 Section 10.S of the MOU shall not be applicable to
28 any Nonutility Participant.
29 Item 6.g
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5 1 3. PROJECT MANAGEMENT
2 The following is substituted for and replaces Section 4.1 3 Of the MOU:
4 4.1 A Management Committee, chaired by a
5 representative of the Agency, is hereby formed to
6 oversee and approve the planning, design,
7 construction, operation and maintenance of the
8 Project. Each Participant in the Project shall
9 have representation on the Management Committee,
10 with the members of the Agency being represented
11 by the Agency, and the Southern California Public
12 Agencies being represented by one Participant of
13 their choice, and each Additional Participant
14 being jointly represented by one Additional
15 Participant, provided that any Additional
16 Participant may designate instead a Current
17 Participant's Management Committee Representative
18 to represent it on the Management Committee. All
19 actions or decisions by the Management Committee
20 shall be by agreement of at least 75 percent
21 interest of the Participants entitled to vote
22 based on Project Participation shares between the
23 California-Oregon border area and Tesla
24 Substation, as expressed in Section 5. A
25 Management Committee Representative who represents
26 more than one Participant shall separately vote
27 the interests of each Participant represented.
28 Subcommittees shall be formed as needed to address
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6 1 specific aspects of the Project. CDWR, prior to
2 exercise of rights under Section 8.1, and LADWP shall 3 also have non-voting representation on the Management 4 Committee. Each Participant, including each of the
5 Southern California Public Agencies and each of the
6 Additional Participants, and each of the members of
7 the Agency, shall be given advance notification of all 8 meetings of the Management Committee and may attend
9 meetings."
10 11 4. MEMORANDUM OF UNDERSTANDING--PROJECT PARTICIPATION SHARES 12 4.1 The following is substituted for and replaces
13 Section 5.1 of the MOU:
14 “5.1 The Participants shall be entitled to
15 Project transfer capability between the
16 California-Oregon border area and Tesla
17 Substation prior to January 1, 2005, in the
18 following proportions:
19 5.1.1 The Agency shall be entitled
20 to 42.2916 percent;
21 5.1.2 The Investor-Owned Utilities
22 shall be entitled to 40.7837
23 percent;
24 5.1.3 The Southern California Public
25 Agencies shall be entitled to
26 7.5497 percent;
27 5.1.4 Western for DOE laboratories
28 and federal wildlife refuges
29 30
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7 1 shall be entitled to 6.2500
2 percent;
3 5.1.5 South San Joaquin shall be
4 entitled to 2.0625 percent;
5 5.1.6 Trinity shall be entitled to
6 .3125 percent;
7 5.1.7 Shasta shall be entitled to
8 .4375 percent;
9 5.1.8 San Juan shall be entitled to
10 .0625 percent;
11 5.1.19 El Dorado shall be entitled to
12 .1875 percent;
13 5.1.10 Carmichael .0625 percent.”
14 4.2 The following is substituted for and replaces
15 Section 5.2 of the MOU:
16 "5.2 If CDWR exercises its rights and
17 purchases its share of the Project in
18 accordance with Section 8.1 of the MOU,
19 then the Participants shall be entitled
20 to Project transfer capability between
21 the California-Oregon border area and
22 Tesla Substation commencing on
23 January 1, 2005, in the following
24 proportions:
25 5.2.l The Agency shall be entitled
26 to 39.4690 percent;
27 28
29 Item 6.g
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8 1 5.2.2 The Investor-Owned Utilities
2 shall be entitled to 38.0673
3 percent;
4 5.2.3 The Southern California Public
5 Agencies shall be entitled to
6 7.0470 percent;
7 5.2.4 Western for DOE laboratories
8 and federal wildlife refuges
9 shall be entitled to 6.2500
10 percent;
11 5.2.5 South San Joaquin shall be
12 entitled to 2.0625 percent;
13 5.2.6 Trinity shall be entitled to
14 .3125 percent;
15 5.2.7 Shasta shall be entitled to
16 .4375 percent;
17 5.2.8 San Juan shall be entitled to
18 .0625 percent;
19 5.2.9 El Dorado shall be entitled to
20 .1875 percent;
21 5.2.10 Carmichael shall be entitled
22 to .0625 percent;
23 5.2.11 The CDWR shall be entitled to
24 6.0417 percent."
25 26
27 28
29 Item 6.g
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9 1 5. MEMORANDUM OF UNDERSTANDING--PROJECT FINANCING
2 RESPONSIBILITY
3 5.1 The following is substituted for and replaces
4 Section 6.1 of the MOU:
5 "6.1 Prior to the effective date of any
6 election by CDWR to exercise its rights
7 in accordance with Section 8.1 of the
8 MOU and unless otherwise agreed in
9 accordance with Section 6.3 of the MOU,
10 the Participants, shall be responsible
11 for financing t e Project and
12 betterments in the following
13 proportions:
14 6.1.1 The Agency, 45. 10 percent:
15 The Investor-Owned Utilities,
16 43.5026 percent:
17 6.1.2 The Southern California Public
18 Agencies, 8.0530 percent;
19 6.1.3 South San Joaquin, 2.2000
20 percent;
21 6.1.4 Trinity, .3333 percent;
22 6.1.5 Shasta, .4667 percent;
23 6.1.6 San Juan, .0667 percent;
24 6.1.7 El Dorado, .2000 percent;
25 6.1.8 Carmichael, .0667 percent."
26 5.2 The following is substituted for and replaces
27 Section 6.2 of the MOU:
28 29
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10 1 “6.2 Subsequent to the effective date of
2 election by CDWR to exercise its rights
3 in accordance with Section 8.1 of the
4 MOU, and unless otherwise agreed in
5 accordance with Section 6.3 of the MOU,
6 the Participants, shall be responsible
7 for any capital betterments for the
8 Project in the following proportions:
9 6.2.1 The Agency, 42.1002 percent;
10 6.2.2 The Investor-Owned Utilities,
11 40.6052 percent;
12 6.2.3 The Southern California Public
13 Agencies, 7.5168 percent;
14 6.2.4 The CDWR, 6.4444 percent;
15 6.2.5 South San Joaquin, 2.2000
16 Percent;
17 6.2.6 Trinity, .3333 percent;
18 6.2.7 Shasta, .4667 percent;
19 6.2.8 San Juan, .0667 percent;
20 6.2.9 El Dorado, .2000 percent;
21 6.2.10 Carmichael, .0667 percent.”
22 23 6. MEMORANDUM OF UNDERSTANDING--PROJECT OWNERSHIP 24 6.1 The following is substituted for and replaces
25 Section 7.1 of the MOU:
26 “7.1 Except as otherwise agreed by the
27 Participants in accordance with
28 Section 7.6 of the MOU, the Project,
29 Item 6.g
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11 1 other than the upgraded Western
2 facilities, shall be owned in the
3 following proportions prior to
4 January 1, 2005, and also thereafter,
5 if CDWR does not exercise its right in
6 accordance with Section 8.1 of the MOU:
7 7.1.1 The Agency, 45. 10 percent;
8 7.1.2 The Investor-Owned Utilities,
9 43.5026 percent:
10 7.1.3 The Southern California Public
11 Agencies, 8.0530 percent;
12 7.1.4 South San Joaquin, 2.2000
13 Percent;
14 7.1.5 Trinity, .3333 percent;
15 7.1.6 Shasta, .4667 percent;
16 7.1.7 San Juan, .0667 percent;
17 7.1.8 El Dorado, .2000 percent;
18 7.1.9 Carmichael, .0667 percent."
19 6.2 The following is substituted for and replaces
20 Section 7.2 of the MOU:
21 "7.2 If CDWR exercises its rights to
22 purchase Project transfer capability in
23 accordance with Section 8.1 of the MOU,
24 then except as otherwise agreed by the
25 Participants in accordance with
26 Section 7.6 of the MOU, the Project,
27 other than the upgraded Western
28 facilities, shall be owned in the
29 Item 6.g
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12 1 following proportions after January 1,
2 2005:
3 7.2.1 The Agency, 42.1002 percent:
4 7.2.2 The Investor-Owned Utilities,
5 40.6052 percent:
6 7.2.3 The Southern California Public
7 Agencies, 7.5168 percent:
8 7.2.4 The CDWR, 6.4444 percent:
9 7.2.5 South San Joaquin, 2.2000
10 Percent;
11 7.2.6 Trinity, .3333 percent:
12 7.2.7 Shasta, .4667 percent:
13 7.2.8 San Juan, .0667 percent:
14 7.2.9 El Dorado, .2000 percent:
15 7.2.10 Carmichael, .0667 percent."
16 6.3 The following is substituted for and replaces
17 Section7.3 of the MOU:
18 "7.3 Unless prohibited by law or unless
19 otherwise agreed in accordance with
20 Section 7.6 of the MOU, the portion of
21 the upgraded Western facilities not
22 owned by Western shall be owned in the
23 following proportions prior to
24 January 1, 2005:
25 7.3.1 The Agency, 45.1110 percent,
26 (approximately 677/1500);
27 28
29 Item 6.g
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13 1 7.3.2 The Investor-Owned Utilities,
2 43.5026 percent, -
3 (approximately 652/1500);
4 7.3.3 The Southern California Public
5 Agencies, 8.0530 percent
6 (approximately 121/1500);
7 7.3.4 South San Joaquin, 2.200
8 percent (approximately
9 33/1500);
10 7.3.5 Trinity, .3333 percent
11 (approximately 5/1500);
12 7.3.6 Shasta, .4667 percent
13 (approximately 7/1500);
14 7.3.7 San Juan, .0667 percent
15 (approximately 1/1500);
16 7.3.8 El Dorado, .2000 percent
17 (approximately 3/1500);
18 7.3.9 Carmichael, .0667 percent
19 (approximately 1/1500).
20 The Participants recognize that the
21 facilities to be owned by Western shall
22 be determined in accordance with the
23 provisions of the MOU, approved by the
24 Secretary of Energy by the MOD, which
25 MOD was clarified by the May 4, 1985
26 letter from the Acting General Counsel
27 of the Department of Energy. Further
28 negotiations of the particulars of the
29 Item 6.g
202 of 786
14 1 ownership of facilities by Western will
2 be required as engineering of the
3 Project progresses.”
4 6.4 The following is substituted for and replaces
5 Section 7.4 of the MOU:
6 "7.4 Unless prohibited by law or unless
7 otherwise agreed in accordance with
8 Section 7.6 of the MOU, the portion of
9 the upgraded Western facilities not
10 owned by Western shall be owned in the
11 following proportions on and after
12 January 1, 2005, if CDWR exercises its
13 rights to purchase in accordance with
14 Section 8.1 of the MOU:
15 7.4.1 The Agency, 42.1002 percent
16 (approximately 631/1500);
17 7.4.2 The Investor-owned Utilities,
18 40.6052 percent (approximately
19 609/1500);
20 7.4.3 The Southern California Public
21 Agencies,
22 7.5168 percent
23 (approximately 3/1500);
24 7.4.4 The CDWR, 6.4444 percent
25 (approximately 97/1500);
26 7.4.5 South San Joaquin, 2.200
27 percent (approximately
28 33/1500);
29 Item 6.g
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15 1 7.4.6 Trinity, .3333 percent
2 (approximately 5/1500);
3 7.4.7 Shasta, .4667 percent
4 (approximately 7/1500)
5 7.4.8 San Juan, .0667 percent
6 (approximately 1/1500);
7 7.4.9 El Dorado, .2000 percent
8 (approximately 3/1500)
9 7.4.10 Carmichael, .0667 percent
10 (approximately 1/1500).
11 The Participants recognize that the
12 Facilities to be owned by Western shall
13 Be determined in accordance with the
14 Provisions of the MOU, approved by the
15 Secretary of Energy by the MOD, which
16 MOD was clarified by the May 4, 1985
17 letter from the Acting General Counsel
18 of the Department of Energy. Further
19 negotiation of the particulars of the
20 ownership of facilities by Western will
21 be required as engineering of the
22 Project progresses.”
23 24 7. RIGHTS OF THE CALIFORNIA DEPARTMENT OF WATER RESOURCES 25 7.1 The following is substituted for and replaces
26 Section 8.1 of the MOU:
27 "8.1 Effective January 1, 2005, CDWR will
28 have a right to buy pro rata from all
29 Item 6.g
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16 1 current Participants, except Western,
2 6.25 percent, as such percentage is
3 adjusted downward to accommodate the
4 allocation to Additional Participants,
5 of the Project as the Project exists as
6 of the date CDWR exercises its right.
7 Unless another price is mutually agreed
8 to by the selling Current Participant
9 and CDWR, COWR shall pay each selling
10 Current Participant the original
11 construction cost (including the
12 original construction cost associated
13 with Western’s entitlement), including
14 the interest it incurred during
15 construction, plus the original cost of
16 capital improvements and betterments
17 (including the original cost of capital
18 improvements and betterments associated
19 with Western’s entitlement), including
20 interest it incurred during
21 construction, allocable to the
22 respective pro rata share of the
23 Project that the Current Participant
24 is selling to CDWR. Within one year
25 after the Project is energized, each
26 Current Participant shall provide CDWR
27 with a statement of the original
28 construction cost (including the
29 Item 6.g
205 of 786
17 1 original construction cost associated
2 with Western's entitlement), including
3 the interest it incurred during
4 construction for its share of the
5 Project so that CDWR can determine the
6 cost it shall be obligated to pay such
7 current Participant if it exercises its
8 rights under this Section 8.1. Within
9 one year after any capital improvements
10 or betterments are completed prior to
11 the date of exercise by CDWR, each
12 Current Participant shall provide COWR
13 with a statement of construction costs
14 incurred for such capital improvements,
15 or betterments (including the original
16 construction cost of capital
17 improvements and betterments associated
18 with Western’s entitlement) including
19 interest incurred during construction
20 with respect to its share, so that CDWR
21 can determine the cost it shall be
22 obligated to pay such current
23 Participant if it exercises its rights
24 under this Section 8.1"
25 Item 6.g
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18 1 8. PROJECT DEVELOPMENT AGREEMENT--PROJECT OWNERSHIP, 2 ENTITLEMENT TO TRANSFER CAPABILITY OF THE PROJECT AND 3 PROJECT FINANCING RESPONSIBILITY
4 8.1 The following is substituted for and replaces
5 Appendix F of the PDA:
6 "Appendix F
7 Project Ownership and Entitlements
8 (Expressed in Percentages)
9 Entitlement to
10 Transfer Capability Ownership
11 of the Project1/ Interest2/
12 TANC 42.2916 45.1110
13 14 PG&E 20.3918 21.7513
15 SDG&E 2.8549 3.0452
16 SCE 17.5370 13.7061
17 18 Anaheim 3.0198 3.2212
19 Azusa 0.3020 0.3221
20 Banning 0.1510 0.1611
21 Colton 0.3020 0.3221
22 Riverside 2.0762 2.2146
23 Vernon 1.6987 1.8119
24 25 Western 6.2500 0.0000
26 South San Joaquin 2.0625 2.2000
27 Trinity 0.3125 0.3333
28 Shasta 0.4375 0.4667
Item 6.g
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19 1 San Juan 0.0625 0.0667
2 El Dorado 0.1875 0.2000
3 Carmichael 0.0625 0.0667
4 100.0000 100.0000
5 6 1/ Between California-Oregon border area and Tesla Substation 7 2/ Excluding facilities owned by Western”
8 9 8.2 The following is substituted for and replaces
10 Section 5.1 of the PDA:
11 “5.1 Unless the following percentages are
12 otherwise modified in accordance with
13 Section 5.4 each Participant shall be
14 responsible for paying its share of the
15 costs of Project Development Work in
16 the following Cost Sharing Percentages:
17 TANC 45.1110
18 Anaheim 3.2212
19 Azusa 0.3221
20 Banning 0.16
21 Colton 0.3221
22 Riverside 2.2146
23 Vernon 1.8119
24 PG&E 21.7513
25 SCE 18.7061
26 SDG&E 3.0452
27 Western 0.0000
28 South San Joaquin 2.2000
29 Item 6.g
208 of 786
20 1 Trinity 0.3333
2 Shasta 0.4667
3 San Juan 0.0667
4 El Dorado 0.2000
5 Carmichael 0.0667
6 100.0000”
7 8 9. CHANGES IN OWNERSHIP, PARTICIPATION SHARE, AND FINANCING 9 RESPONSIBILITY
10 9.1 Sections 4, S, 6, 7, and 8 of this MOU Annex shall 11 whenever necessary be modified by restating
12 percentages to conform to changes in Project
13 Participation Share, Project ownership and Project
14 Financing Responsibility, as these terms are used
15 in the MOU, in accordance with the provisions of
16 the PDA or other agreements among the Participants
17 which provide for such changes.
18 9.2 Each Participant may assign its rights and
19 obligations in the Project in accordance with
20 Section 17 of the PDA and any applicable provision
21 of the Participation Agreement contemplated in
22 Sections 2.4 and 11.4 of the PDA, including the
23 layoff of Project transfer capability rights in
24 accordance with Section 10.4 of the MOU.
25 26 10. REIMBURSEMENT OF CURRENT PARTICIPANTS
27 10.1 Not later than ten (10) days after the effective 28 date of this MOU Annex, each Additional
29 Item 6.g
209 of 786
21 1 Participant shall reimburse each Current
2 Participant, except CDWR, for its share of a
3 payments made and due and payable to the Project
4 Manager by each Current Participant as of the
5 effective date of this MOU Annex for Project
6 Development Work in accordance with the Interim
7 Cost Sharing Agreement and the Project Development
8 Agreement plus interest in accordance with
9 Section 10.3 below.
10 10.2 Each Additional Participant's share of such costs 11 shall be that amount that each Additional
12 Participant would have paid to the Project Manager
13 for Project development work had that Additional
14 Participant been an original signator to the MOU
15 and paid all amounts due and payable under the
16 Interim Cost Sharing Agreement and the Project
17 Development Agreement, based upon its financing
18 responsibility percentage.
19 10.3 The amount to be reimbursed by each Additional
20 Participant to each Current Participant in
21 accordance with this Section 10, shall include an
22 interest charge assessed at an annual rate of
23 interest, compounded monthly, equal to the lesser
24 of (a) the applicable first of the month reference
25 rate, or successor, of the Bank of America N.T. &
26 S.A., San Francisco, California, corresponding to
27 the period for which reimbursement is made; or (b)
28 the maximum interest rate permitted by law. Such
29 Item 6.g
210 of 786
22 1 interest shall .be charged against the amount to be 2 reimbursed from the time the Current Participant
3 made its original payment to the time such
4 reimbursement is paid by the Additional
5 Participant.
6 10.4 No later than the effective date of this
7 Agreement, the Project Manager shall compute the
8 amount of funds to be reimbursed by each
9 Additional Participant in accordance with the
10 provisions of this Section 10 and shall provide
11 the results of this computation to each Current
12 Participant and each Additional Participant. The
13 Project Manager shall issue a cash call to the
14 Additional Participants on behalf of the Current
15 Participants to whom reimbursements are to be made
16 and shall collect and disburse those funds
17 collected in accordance with this Section 10. In
18 no case shall the Project Manager, acting in its
19 capacity as such, be responsible on behalf of an
20 Additional Participant for any reimbursement owed
21 to any Current Participant in accordance with this
22 Section 10.
23 24 11. CONSTRUCTIVE WITHDRAWAL
25 11.1 Should any Additional Participant fail to duly
26 sign this MOU Annex within ten (10) days after its
27 effective date, fail to reimburse Current
28 Participants in accordance with Section 10, or
29 Item 6.g
211 of 786
23 1 fail to meet any condition imposed by Western in
2 its stated allocation criteria (SO Fed. Reg.
3 31912) within the period established by Western,
4 that Additional Participant shall be deemed to
5 have withdrawn from the Project and that
6 Additional Participant's Share, as defined in the
7 PDA, shall be revoked and placed in an allocation
8 pool for reallocation to the other Additional
9 Participants or the Current Participants (except
10 Western) in a manner consistent with Western'&
11 stated criteria (SO Fed. Reg. 31912). Should any
12 portion of that additional Participant's
13 allocation not be reallocated to the other
14 Additional Participants, such unallocated portion
15 shall revert to the Current Participants and shall
16 be made available to each of them in a manner
17 consistent with Section 13 of the PDA or
18 appropriate provisional of the Participation
19 Agreement, whichever is applicable. Any right to
20 reimbursement for funds paid toward the
21 development and operation of the Project shall be
22 as defined in the PDA or Participation Agreement,
23 as applicable.
24 11.2 The following is substituted for and replaces
25 Section 13.4 of the PDA:
26 "13.4 If the amount of the withdrawing
27 Participant's Share voluntarily assumed
28 by the non-withdrawing Participants is
29 Item 6.g
212 of 786
24 1 less than 100 percent of the
2 withdrawing Participant's Share, each
3 non-withdrawing Participant shall
4 assume its respective portion of the
5 balance of the withdrawing
6 Participant's Share, in an amount
7 proportionate to that which its Cost
8 Sharing Percentage bears to the total
9 Cost Sharing Percentages of
10 non-withdrawing Participants identified
11 in Section 5.1, provided that no
12 Participant shall be obligated in total
13 for more that 1.15 times its Cost
14 Sharing Percentage as of the effective
15 date of this Agreement. A Nonutility
16 Participant shall not be obligated to
17 assume any portion of the withdrawing
18 Participant’s Share.”
19 11.3 The following is added as a new Section 13.12 to 20 the PDA:
21 “13.12 If an Additional Participant withdraws
22 from the Project in accordance with
23 Section 13, or is found in default in
24 accordance with Section 20, then such
25 Additional Participant's allocation
26 shall be revoked and be made
27 available to the non-withdrawing
28 29
Item 6.g
213 of 786
25 1 Participants (except Western) on a pro
2 rata basis.
3 4 12. ASSIGNMENT
5 12. The following is substituted for and replaces
6 Section 17.1 of the PDA:
7 "17.1 A Participant may assign or transfer
8 any right or interest in this
9 Agreement, in whole or in part, only
10 after obtaining the written consent of
11 the other Participants, which consent
12 shall not be unreasonably withheld;
13 provided that a Participant may
14 withhold consent to any proposed
15 assignment or transfer either (1) to an
16 entity or association which is not
17 CDWR, Western, or a public electric
18 utility regulated under applicable
19 state law or the Federal Power Act or
20 exempted from such regulation by reason
21 of being a public entity, or (2) to an
22 entity or association which does not
23 have public utility responsibilities
24 with regard to serving electric power
25 to customers. A Participant shall not
26 withhold consent to any assignment or
27 transfer between Participants allocated
28 Project transfer capability by Western
29 Item 6.g
214 of 786
26 1 as set forth in 50 Fed. Reg. 42769
2 (1985) solely because that entity is a
3 Nonutility Participant, provided that
4 such assignment or transfer concerns
5 part or all of the 3.125 percent of
6 Project transfer capability allocated
7 by Western and interests attendant
8 thereto, and no other interest in the
9 Project. Consent to a proposed
10 assignment to a joint powers agency
11 which is a Participant shall not be
12 withheld solely because that entity is
13 a joint powers agency. No Participant
14 shall bring, initiate or amend,
15 directly or indirectly including by
16 means of cross-complaint or other
17 affirmative allegation, an action or
18 proceeding before a court or an
19 administrative agency against another
20 Participant to contest the withholding
21 of consent by such Participant in
22 accordance with clauses (1) or (2) of
23 this Section 17.l or the reasons
24 therefor or the validity of this
25 Section 17.1, other than a dispute
26 regarding the factual application of
27 such clauses. The withholding of
28 consent by a Participant in accordance
29 Item 6.g
215 of 786
27 1 with clauses (1) or (2) of this
2 Section 17.1 shall not indicate
3 approval or disapproval by any other
4 Participant of such withholding."
5 6 13. OPINIONS OF COUNSEL
7 The following is substituted for and replaces Section 11.3 8 of the MOU:
9 “11.3 Contracts among the Participants shall
10 then be negotiated to implement these
11 principles. As a condition of
12 execution of any contracts implementing
13 this MOU each Participant shall furnish
14 the other Participants with a written
15 Opinion of Counsel in which it is
16 represented that said Participant has
17 the authority to enter into such
18 contracts and to be bound by the terms
19 and conditions thereof. In the case of
20 the Agency, each major member agency
21 thereof shall furnish such Opinion of
22 Counsel. In the case of an Additional
23 Participant that is a joint powers
24 agency, the individual member agencies
25 of that joint powers agency shall not
26 be obligated to provide such Opinions
27 of Counsel but the joint powers agency
28 29
Item 6.g
216 of 786
28 1 itself shall provide such Opinion of
2 Counsel of behalf of the agency."
3 4 14. SIGNATURE CLAUSE
5 The signatories of this MOU Annex represent they have 6 been appropriately authorized to enter into this HOU Annex on 7 behalf of the entity for whom they sign. This MOU Annex may be 8 executed in counterparts.
9 10 CITY OF ANAHEIM
11 By: _________________________
12 Name: _________________________
13 Title: _________________________
14 Date: _________________________
15 16 CITY OF AZUSA
17 By: _________________________
18 Name: _________________________
19 Title: _________________________
20 Date: _________________________
21 22 CITY OF BANNING
23 By: _________________________
24 Name: _________________________
25 Title: _________________________
26 Date: _________________________
27 28
Item 6.g
217 of 786
29 1 itself shall provide such Opinion of
2 Counsel of behalf of the agency."
3 4 14. SIGNATURE CLAUSE
5 The signatories of this MOU Annex represent they have 6 been appropriately authorized to enter into this HOU Annex on 7 behalf of the entity for whom they sign. This MOU Annex may be 8 executed in counterparts.
9 10 CITY OF ANAHEIM
11 By: _________________________
12 Name: _________________________
13 Title: _________________________
14 Date: _________________________
15 16 CITY OF AZUSA
17 By: _________________________
18 Name: _________________________
19 Title: _________________________
20 Date: _________________________
21 22 CITY OF BANNING
23 By: _________________________
24 Name: _________________________
25 Title: _________________________
26 Date: _________________________
27 28
Item 6.g
218 of 786
30 1 itself shall provide such Opinion of
2 Counsel of behalf of the agency."
3 4 14. SIGNATURE CLAUSE
5 The signatories of this MOU Annex represent they have 6 been appropriately authorized to enter into this HOU Annex on 7 behalf of the entity for whom they sign. This MOU Annex may be 8 executed in counterparts.
9 10 CITY OF ANAHEIM
11 By: _________________________
12 Name: _________________________
13 Title: _________________________
14 Date: _________________________
15 16 CITY OF AZUSA
17 By: _________________________
18 Name: _________________________
19 Title: _________________________
20 Date: _________________________
21 22 CITY OF BANNING
23 By: _________________________
24 Name: _________________________
25 Title: _________________________
26 Date: _________________________
27 28
Item 6.g
219 of 786
31 * Since CDWR is not a party to the Project Development Agreement {PDA), CDWR's approval of this OU Annex is not intended to express either approval or disapproval of
Sections 8, 11.2, 11.3 and 12, which do nothing other than amend certain sections of the PDA.
1 CALIFORNIA DEPARTMENT OF
2 WATER RESOURCES
3 By: _________________________
4 Name: _________________________
5 Title: _________________________
6 Date: _________________________
7 8 CARMICHAEL WATER DISTRICT
9 By: _________________________
10 Name: _________________________
11 Title: _________________________
12 Date: _________________________
13 14 CITY OF COLTON
15 By: _________________________
16 Name: _________________________
17 Title: _________________________
18 Date: _________________________
19 20 EL DORADO HILLS COMMUNITY
21 SERVICES DISTRICT
22 By: _________________________
23 Name: _________________________
24 Title: _________________________
25 Date: _________________________
26 27
28 Item 6.g
220 of 786
32 1 CALIFORNIA DEPARTMENT OF
2 WATER RESOURCES
3 By: _________________________
4 Name: _________________________
5 Title: _________________________
6 Date: _________________________
7 8 CARMICHAEL WATER DISTRICT
9 By: _________________________
10 Name: _________________________
11 Title: _________________________
12 Date: _________________________
13 14 CITY OF COLTON
15 By: _________________________
16 Name: _________________________
17 Title: _________________________
18 Date: _________________________
19 20 EL DORADO HILLS COMMUNITY
21 SERVICES DISTRICT
22 By: _________________________
23 Name: _________________________
24 Title: _________________________
25 Date: _________________________
26 27
28 Item 6.g
221 of 786
33 1 CALIFORNIA DEPARTMENT OF
2 WATER RESOURCES
3 By: _________________________
4 Name: _________________________
5 Title: _________________________
6 Date: _________________________
7 8 CARMICHAEL WATER DISTRICT
9 By: _________________________
10 Name: _________________________
11 Title: _________________________
12 Date: _________________________
13 14 CITY OF COLTON
15 By: _________________________
16 Name: _________________________
17 Title: _________________________
18 Date: _________________________
19 20 EL DORADO HILLS COMMUNITY
21 SERVICES DISTRICT
22 By: _________________________
23 Name: _________________________
24 Title: _________________________
25 Date: _________________________
26 27
28 Item 6.g
222 of 786
34 1 CALIFORNIA DEPARTMENT OF
2 WATER RESOURCES
3 By: _________________________
4 Name: _________________________
5 Title: _________________________
6 Date: _________________________
7 8 CARMICHAEL WATER DISTRICT
9 By: _________________________
10 Name: _________________________
11 Title: _________________________
12 Date: _________________________
13 14 CITY OF COLTON
15 By: _________________________
16 Name: _________________________
17 Title: _________________________
18 Date: _________________________
19 20 EL DORADO HILLS COMMUNITY
21 SERVICES DISTRICT
22 By: _________________________
23 Name: _________________________
24 Title: _________________________
25 Date: _________________________
26 27
28 Item 6.g
223 of 786
35 DEPARTMENT OF WATER AND POWER
OF THE CITY OF LOS ANGELES
by
BOARD OF WATER AND POWER COMMISSIONERS
OF THE CITY OF LOS ANGELES
By ____________________________________
and ___________________________________
Secretary
1 DWP No. 10259A
2 3
4 5 As a party to the MOU but which is not a party
6 to any other Project Agreement, the Los Angeles Department of 7 Water and Power (LADWP) regards Sections 8, 9.2, 10, 11 and 12 8 of the MOU Annex, as having no involvement with LADWP. LADWP 9 further considers Section 3 of the MOU Annex as being the only 10 section of this Agreement which involves LADWP's interests in 11 the amended MOU, which interests are limited to those 12 expressed in Section 4.1 and 4.4 of the MOU.
13 14
15 16
17 18
19 20
21 22
23 24
25 26
27 28
Item 6.g
224 of 786
36 1 LOS ANGELES DEPARTMENT OF
2 WATER AND POWER
3 By: _________________________
4 Name: _________________________
5 Title: _________________________
6 Date: _________________________
7 8 PACIFIC GAS AND ELECTRIC
9 COMPANY
10 By: _________________________
11 Name: _________________________
12 Title: _________________________
13 Date: _________________________
14 15 CITY OF RIVERSIDE
16 By: _________________________
17 Name: _________________________
18 Title: _________________________
19 Date: _________________________
20 21 SAN DIEGO GAS & ELECTRIC
22 COMPANY
23 By: _________________________
24 Name: _________________________
25 Title: _________________________
26 Date: _________________________
27 28
Item 6.g
225 of 786
37 1 LOS ANGELES DEPARTMENT OF
2 WATER AND POWER
3 By: _________________________
4 Name: _________________________
5 Title: _________________________
6 Date: _________________________
7 8 PACIFIC GAS AND ELECTRIC
9 COMPANY
10 By: _________________________
11 Name: _________________________
12 Title: _________________________
13 Date: _________________________
14 15 CITY OF RIVERSIDE
16 By: _________________________
17 Name: _________________________
18 Title: _________________________
19 Date: _________________________
20 21 SAN DIEGO GAS & ELECTRIC
22 COMPANY
23 By: _________________________
24 Name: _________________________
25 Title: _________________________
26 Date: _________________________
27 28
Item 6.g
226 of 786
38 1 LOS ANGELES DEPARTMENT OF
2 WATER AND POWER
3 By: _________________________
4 Name: _________________________
5 Title: _________________________
6 Date: _________________________
7 8 PACIFIC GAS AND ELECTRIC
9 COMPANY
10 By: _________________________
11 Name: _________________________
12 Title: _________________________
13 Date: _________________________
14 15 CITY OF RIVERSIDE
16 By: _________________________
17 Name: _________________________
18 Title: _________________________
19 Date: _________________________
20 21 SAN DIEGO GAS & ELECTRIC
22 COMPANY
23 By: _________________________
24 Name: _________________________
25 Title: _________________________
26 Date: _________________________
27 28
Item 6.g
227 of 786
39 1 SAN JUAN SUBURBAN WATER
2 DISTRICT
3 By: _________________________
4 Name: _________________________
5 Title: _________________________
6 Date: _________________________
7 8 SHASTA DAM AREA PUBLIC
9 UTILITY DISTRICT
10 By: _________________________
11 Name: _________________________
12 Title: _________________________
13 Date: _________________________
14 15 SOUTHERN CALIFORNIA EDISON
16 By: _________________________
17 Name: _________________________
18 Title: _________________________
19 Date: _________________________
20 21 SOUTHERN SAN JOAQUIN VALLEY
22 POWER AUTHORITY
23 By: _________________________
24 Name: _________________________
25 Title: _________________________
26 Date: _________________________
27 28
Item 6.g
228 of 786
40 1 SAN JUAN SUBURBAN WATER
2 DISTRICT
3 By: _________________________
4 Name: _________________________
5 Title: _________________________
6 Date: _________________________
7 8 SHASTA DAM AREA PUBLIC
9 UTILITY DISTRICT
10 By: _________________________
11 Name: _________________________
12 Title: _________________________
13 Date: _________________________
14 15 SOUTHERN CALIFORNIA EDISON
16 By: _________________________
17 Name: _________________________
18 Title: _________________________
19 Date: _________________________
20 21 SOUTHERN SAN JOAQUIN VALLEY
22 POWER AUTHORITY
23 By: _________________________
24 Name: _________________________
25 Title: _________________________
26 Date: _________________________
27 28
Item 6.g
229 of 786
41 1 SAN JUAN SUBURBAN WATER
2 DISTRICT
3 By: _________________________
4 Name: _________________________
5 Title: _________________________
6 Date: _________________________
7 8 SHASTA DAM AREA PUBLIC
9 UTILITY DISTRICT
10 By: _________________________
11 Name: _________________________
12 Title: _________________________
13 Date: _________________________
14 15 SOUTHERN CALIFORNIA EDISON
16 By: _________________________
17 Name: _________________________
18 Title: _________________________
19 Date: _________________________
20 21 SOUTHERN SAN JOAQUIN VALLEY
22 POWER AUTHORITY
23 By: _________________________
24 Name: _________________________
25 Title: _________________________
26 Date: _________________________
27 28
Item 6.g
230 of 786
42 1 SAN JUAN SUBURBAN WATER
2 DISTRICT
3 By: _________________________
4 Name: _________________________
5 Title: _________________________
6 Date: _________________________
7 8 SHASTA DAM AREA PUBLIC
9 UTILITY DISTRICT
10 By: _________________________
11 Name: _________________________
12 Title: _________________________
13 Date: _________________________
14 15 SOUTHERN CALIFORNIA EDISON
16 By: _________________________
17 Name: _________________________
18 Title: _________________________
19 Date: _________________________
20 21 SOUTHERN SAN JOAQUIN VALLEY
22 POWER AUTHORITY
23 By: _________________________
24 Name: _________________________
25 Title: _________________________
26 Date: _________________________
27 28
Item 6.g
231 of 786
43 1 TRANSMISSION AGENCY OF
2 NORTHERN CALIFORNIA
3 By: _________________________
4 Name: _________________________
5 Title: _________________________
6 Date: _________________________
7 8 TRINITY COUNTY PUBLIC
9 UTILITY DISTRICT
10 By: _________________________
11 Name: _________________________
12 Title: _________________________
13 Date: _________________________
14 15 CITY OF VERNON
16 By: _________________________
17 Name: _________________________
18 Title: _________________________
19 Date: _________________________
20 21 WESTERN AREA POWER
22 ADMINISTRATION
23 By: _________________________
24 Name: _________________________
25 Title: _________________________
26 Date: _________________________
27 28
Item 6.g
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44 1 TRANSMISSION AGENCY OF
2 NORTHERN CALIFORNIA
3 By: _________________________
4 Name: _________________________
5 Title: _________________________
6 Date: _________________________
7 8 TRINITY COUNTY PUBLIC
9 UTILITY DISTRICT
10 By: _________________________
11 Name: _________________________
12 Title: _________________________
13 Date: _________________________
14 15 CITY OF VERNON
16 By: _________________________
17 Name: _________________________
18 Title: _________________________
19 Date: _________________________
20 21 WESTERN AREA POWER
22 ADMINISTRATION
23 By: _________________________
24 Name: _________________________
25 Title: _________________________
26 Date: _________________________
27 28
Item 6.g
233 of 786
45 1 TRANSMISSION AGENCY OF
2 NORTHERN CALIFORNIA
3 By: _________________________
4 Name: _________________________
5 Title: _________________________
6 Date: _________________________
7 8 TRINITY COUNTY PUBLIC
9 UTILITY DISTRICT
10 By: _________________________
11 Name: _________________________
12 Title: _________________________
13 Date: _________________________
14 15 CITY OF VERNON
16 By: _________________________
17 Name: _________________________
18 Title: _________________________
19 Date: _________________________
20 21 WESTERN AREA POWER
22 ADMINISTRATION
23 By: _________________________
24 Name: _________________________
25 Title: _________________________
26 Date: _________________________
27 28
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46 1 TRANSMISSION AGENCY OF
2 NORTHERN CALIFORNIA
3 By: _________________________
4 Name: _________________________
5 Title: _________________________
6 Date: _________________________
7 8 TRINITY COUNTY PUBLIC
9 UTILITY DISTRICT
10 By: _________________________
11 Name: _________________________
12 Title: _________________________
13 Date: _________________________
14 15 CITY OF VERNON
16 By: _________________________
17 Name: _________________________
18 Title: _________________________
19 Date: _________________________
20 21 WESTERN AREA POWER
22 ADMINISTRATION
23 By: _________________________
24 Name: _________________________
25 Title: _________________________
26 Date: _________________________
27 28
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47 1 APPENDIX
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Appendix C
Participation Percentages
Current N to S
New (Entitlement and Scheduling)
(A) (B) (C) (D) (E)
Participati
onMember
Percentage
Minimum
MW
ShareMember
MW Entitlement
(North to South)
Maximum
MW
ShareScheduling
Rights
(North to South)
Desired
MW AmountScheduling Rights %
(North to South)
37.8074% 569.2140 558 37.7793%
23.0546% 347.1014 341 23.0873%
17.1458% 258.1407 253 17.1293%
9.8108% 147.7077 145 9.8172%
10.0398% 151.1555 148 10.0203%
1/ 2/.1416% 3/32.2431 4/32 5/2.1666%
a 1.7130.0000% 1.333- 11.59- 20.000.0000% 12.00
0.3570000% - - 0.2670000% 2.42 4.00
1.6860.0000% 1.890- 11.41- 28.350.0000% 22.82
c 0.4080000% - - 0.1840000% 2.76 2.76
Modesto Irrigation
District 19.200 21.120 129.92 316.77 255.00
o 4.2540.0000% 4.000- 28.79- 60.000.0000% 28.79
c
0.3580000% - - 0.1610000% 2.42 2.42
City of Redding 6.400 8.281 43.31 124.22 100.00
City of Roseville 1.455 2.295 9.85 34.43 27.64
Sacramento
Municipal Utility
District
30.600 27.133 207.05 407.00 407.00
City of Santa
Clara
20.200 20.703 136.69 310.55 250.00
Turlock Irrigation
District 12.900 12.422 87.29 186.33 150.00
0.4690000% - - 0.2110000% 3.17 3.17
100.0000000% 1,505.5625 1,477 100.0000000% 676.67 1500.00 clude the 29MW layoff to WAPA
Participant
Percentage
Participant MW
Entitlement (North
to South)
MW Scheduling
Rights
(North to South)
MW Scheduling
Rights %
(North to South)
88.5625% 1,505.5625 1,477 86.8824%
9.3750% 159.3750 188 11.0588%
2.0625% 35.0625 35 2.0588%
100.0000% 1,700.0000 1,700 100.0000%
.
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1/ If TANC's megawatt entitlement to Transfer Capability in the Project is less than sixty- five percent (65%) of the Transfer Capability allocated to the non-Federal
Participants, then these percentages shall govern.
2/ If TANC's megawatt entitlement to Transfer Capability in the Project is sixty-five percent (65%) or greater of the Transfer Capability allocated to the non-Federal
Participants, then these percentages shall govern.
3/ The numbers in this column represent the minimum amount of Transfer Capability for which a Member is obligated
pursuant to this Agreement based on a 1600 MW Project and will be adjusted on a pro rata basis to reflect the actual Rated Project Transfer Capability as that term is defined in the Intertie Agreements.
4/ The number1:1 in this column represent the maximum
amount of Transfer Capability to which a Member is obligated pursuant to his Agreement based on a 1600 MW. Project and will be adjusted on a pro rata basis to reflect the actual Rated Project Transfer Capability as that term is defined in the Intertie Agreements.
5/ The numbers in this column represent the amounts of
Transfer Capability which Members desire at this level of TANC's entitlement to Transfer Capability as a Participant under the Intertie Agreements in the event that the investorowned utilities are no longer Participants in the Project.
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Appendix C-1
Current S to N
TANC
Member
Member
Percentage
Member MW
Entitlement (South
to North)
MW Scheduling
Rights
(South to North)
SMUD 37.8074% 410.17 402.00
MID 23.0546% 250.12 245.00
TID 17.1458% 186.01 182.00
Santa Clara 9.8108% 106.44 105.00
Redding 10.0398% 108.92 107.00
Roseville 2.1416% 23.23 23.00
Alameda 0.0000% - -
Healdsburg 0.0000% - -
Lodi 0.0000% - -
Lompoc 0.0000% - -
Palo Alto 0.0000% - -
Plumas 0.0000% - -
Ukiah 0.0000% - -
Total 100.0000% 1,084.8906 1,064
COTP
Participants
Participant
Percentage
Participant MW
Entitlement (South
to North)
MW Scheduling
Rights
(South to North)
TANC 88.5625% 1,084.8906 1,064
Western 9.3750% 114.8438 136
PG&E 2.0625% 25.2656 25
100.0000% 1,225.0000 1,225
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C-3
Appendix C-2
A B C C D E
Return of Layoff
Percentages E
TANC
Member
PA-3 Member
Percentage Pre
Layoff
PA-3 Member
Percentage Current NCPA Layoff
Percentages
SVP Layoff
Percentages
Palo Alto Layoff
Percentages
PA-3 Member
Percentage
Conclusion of
Layoff
Member MW
Entitlement
(North to South)
MW Scheduling
Rights
(North to South)
Member MW
Entitlement (South
to North)
MW Scheduling
Rights
(South to North)
SMUD 27.5631% 37.8074% 2.5492% 6.8058% 1.6339% 26.8185% 403.7692 393 290.9513 282 MID 21.2960% 23.0546% 0.4902% 1.3088% 0.4137% 20.8419% 313.7872 307 226.1114 221 TID 12.5393% 17.1458% 0.8824% 2.3559% 1.6339% 12.2736% 184.7872 179 133.1554 129 Santa Clara 20.4745% 9.8108% 0.0000% -10.4705% 0.0000% 20.2813% 305.3479 303 220.0301 219 Redding 8.4119% 10.0398% 0.0000% 0.0000% 0.0000% 10.0398% 151.1555 148 108.9208 107 Roseville 2.1119% 2.1416% 0.0000% 0.0000% 0.0000% 2.1416% 32.2431 32 23.2340 23 Alameda 1.2272% 0.0000% -1.2272% 0.0000% 0.0000% 1.2272% 18.4763 19 13.3138 13 Healdsburg 0.2456% 0.0000% -0.2456% 0.0000% 0.0000% 0.2456% 3.6977 4 2.6645 3 Lodi 1.9201% 0.0000% -1.9201% 0.0000% 0.0000% 1.9201% 28.9083 29 20.8310 21 Lompoc 0.1865% 0.0000% -0.1865% 0.0000% 0.0000% 0.1865% 2.8079 3 2.0233 2 Palo Alto 3.6815% 0.0000% 0.0000% 0.0000% -3.6815% 3.6815% 55.4273 55 39.9402 40 Plumas 0.1479% 0.0000% -0.1479% 0.0000% 0.0000% 0.1479% 2.2267 2 1.6046 2 Ukiah 0.1945% 0.0000% -0.1945% 0.0000% 0.0000% 0.1945% 2.9283 3 2.1101 2 Total 100.0000% 100.0000% 0.0000% 0.0000% 0.0000% 100.0000% 1,505.5625 1477 1,084.8906 1064 A) Member Percentages before lay-off, purchase of water districts shares, and City of Redding moving shares of COTP outside of TANC into TANC.
B) Member Percentages after lay-off, purchase of water districts shares, and City of Redding moving shares of COTP outside of TANC into TANC.
C) 2014 lay-off agreement TANC resolution 14-03
D) 2009 lay-off agreement TANC Resolution 09-01
E) Includes the TANC/WAPA layoff agreement
E) Includes the TANC/WAPA layoff agreement
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1 APPENDIX D
2 PRESCHEDULING OF TRANSMISSION USE
3 AND CURTAILMENT NOTIFICATION PROCEDURES
4 5 1. OPERATING AGENT INTERFACES:
6 1.1 Through the TANC Coordinator, TANC shall notify
7 the Operating Agent relative to the amounts of
8 Transfer Capability that TANC will be using, as
9 required by the Intertie Agreements.
10 1.2 It is anticipated that the Operating Agent will
11 notify TANC through the 'TANC Coordinator when a
12 curtailment affecting Transfer capability is
13 scheduled or has occurred, as provided in the
14 Intertie Agreements.
15 1.3 It is anticipated that the Operating Agent will
16 notify Members or their designated agents
17 directly of a real-time curtailment of Transfer
18 Capability. Each Member or its designated agent
19 will be responsible for communicating and
20 coordinating real-time power schedule
21 curtailments and all changes in schedules due to
22 curtailments occurring in real-time pursuant to
23 its separate agreements with other entities.
24 25 2. TANC TRANSFR CAPABILITY PRESCHEDULING PROCEDURES 26 Transfer Capability will be prescheduled over four
27 different time frames - long term (6 years), next operating 28 year, next operating month, and current operating month. 29 2.1 Long Term and Next Operating Year
30 2.1.1 Each year, each Member shall prepare the
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1 following estimated data pertaining to
2 its use of Transfer Capability for each
3 month of the following six-year period:
4 2.1.1.1 Member’s Participation
5 Percentage;
6 2.1.1.2 Contracted Transfer
7 Capability Layoffs to Members
8 and Participants;
9 2.1.1.3 Contracted Transfer Capability
10 Layoffs from TANC and
11 Participants;
12 2.1.1.4 Amount of Transfer Capability
13 Available for sale; and
14 2.1.1.5 Amounts of additional
15 Transfer Capability desired.
16 2.1.2 This data will be submitted to the TANC
17 Coordinator by July 31 of each year.
18 2.1.3 The TANC Coordinator shall determine the
19 amounts of Transfer Capability owned by
20 other Participants that is unneeded by
21 each of those Participants (if available}
22 and that could be used by TANC.
23 2.1.4 The data will be compiled by the TANC
24 Coordinator into a document that defines the
25 projected use of the Project by each Member,
26 and on an aggregate TANC basis, for each
27 month of the six year period. The document
28 will also quantify instances where a Member
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1 may want additional Transfer Capability,
2 where a Member may have Transfer
3 Capability that it is not planning to
4 use, and where other Participants have
5 unneeded Transfer Capability.
6 2.1.5 The TANC Coordinator shall send this
7 document to the Members by August 31 so
8 that they will have data on projected
9 aggregate usage and can identify
10 potential periods when Transfer
11 Capability can be bought and sold among
12 the Members.
13 2.1.6 Those Members who have made buy/sell
14 arrangements for Transfer Capability
15 will notify the TANC Coordinator of
16 these arrangements and of their
17 effective time frames by September 30.
18 2.1.7 This new data will be utilized by the
19 TANC Coordinator to prepare a revised
20 document that defines the projected use
21 of the Project by Member, and on an
22 aggregate TANC basis, for each month of
23 the six year period. The document will
24 also quantify any amounts of unneeded
25 Transfer Capability and instances where
26 additional Transfer Capability could be
27 utilized by TANC or by a Member.
28 2.1.8 If the revised document demonstrates
29 unneeded capacity or needs for additional
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1 Transfer Capability, it will be
2 resubmitted to the Members by October
3 31 so that they are aware of potential
4 additional buy/sell opportunities.
5 2.1.9 Those Members making additional
6 buy/sell arrangements will notify the
7 TANC Coordinator of those additional
8 arrangements and their effective time
9 frames by November 30.
10 2.1.10 This updated data will be utilized by
11 the TANC Coordinator to prepare a
12 revised document that defines the
13 projected use of the Project by each
14 Member and on an aggregate TANC basis
15 for each month of the six year period.
16 The document will also quantify any
17 amounts of unneeded Transfer Capability
18 that was not required by TANC and
19 instances where additional Transfer
20 Capability could be utilized by TANC.
21 2.2 Next Operating Month
22 2.2.1 Each month, each Member or its
23 designated agent shall prepare the
24 following estimated hourly data for
25 each of three day-types (weekday,
26 Saturday, and Sunday/ Holiday)
27 pertaining to its use of the Project
28 for the next operating month:
29 2.2.1.1 Member's Participation
30 Percentage;
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1 2.2.1.2 Contracted Transfer Capability
2 layoffs to Members and
3 Participants;
4 2.2.1.3 Contracted Transfer Capability
5 layoffs from Members and other
6 Participants;
7 2.2.1.4 Amount of Transfer Capability
8 available for sale; and
9 2.2.1.5 Amounts of additional
10 Transfer Capability desired.
11 2.2.2 This data will be submitted to the TANC
12 Coordinator by the 20th of the month
13 preceding the operating month in
14 question.
15 2.2.3 The TANC Coordinator shall determine
16 the amounts of Transfer Capability
17 owned by other Participants that is
18 unneeded by those Participants (if
19 available) and which could be used by
20 TANC.
21 2.2.4 The data will be compiled by the TANC
22 Coordinator into a document that
23 defines the projected use of the
24 Project by Member, and on an aggregate
25 TANC basis, for each hour of the three
26 day-types specified above. To the
27 extent possible the document will also
28 identify potential layoff opportunities
29 among the Members or between TANC and
30 other Participants.
31 2.2.5 This document will be sent to the TANC
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1 Members by the 21st of the month preceding
2 the operating month so that they will have
3 data on projected aggregate usage and can
4 identify potential periods when Transfer
5 Capability can be bought and sold among
6 the Members and between TANC and other
7 Participants.
8 2.2.6 Those Members who have made buy/sell
9 arrangements for Transfer Capability will
10 notify the TANC Coordinator of these
11 arrangements and of their effective time
12 frames by the 2.4th of the month preceding
13 the operating month.
14 2.2.7 This new data will be utilized by the TANC
15 Coordinator to prepare a revised document
16 that defines the projected use of the
17 Project by Member, and on an aggregate
18 TANC basis, for each hour of the three
19 day-types specified above and such data
20 will be made available to the Members. The
21 document will also quantify any amounts of
22 unneeded Transfer Capability and periods
23 of time when additional Transfer
24 Capability could be utilized by TANC or a
25 Member.
26 2.2.8 If any of the foregoing dates falls on a
27 weekend or holiday, the submittal shall
28 be made by the work day immediately
29 preceding the weekend or holiday.
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1 2.3 Current Operating Month
2 2.3.1 Data for the current operating month will
3 be contained on a dedicated computerized
4 "bulletin board" that will specify Member
5 use, and to the extent available
6 Participant use, of Transfer capability
7 on an hourly basis for the month. This
8 data will be the same as that prepared
9 for the "Next Operating Month" as
10 described in Section 2.2 above.
11 2.3.2 Using the data on the bulletin board the
12 Members or their designated agents may
13 make Transfer Capability buy/sell
14 arrangements among themselves and will
15 notify the TANC Coordinator of any changes
16 required to the bulletin board as soon as
17 practicable after making such change.
18 19 3. TANC CURTAILMENT NOTIFICATION PROCEDURES
20 3.1 Curtailment Notification Procedure (Prescheduled) - 21 The TANC Coordinator shall promptly notify the
22 Members upon receipt of notice from the Operating
23 Agent of any scheduled curtailment of Transfer
24 Capability. The TANC Coordinator may advise the
25 Members of adjustments to Transfer Capability that
26 could be made to minimize the effects of the
27 curtailment on the Members. The steps in this
28 procedure are as follows:
29 3.1.1 The Operating Agent notifies the TANC
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1 Coordinator that a curtailment will occur
2 and the magnitude of the curtailment.
3 3.1.2 The TANC Coordinator will update the
4 bulletin board to reflect each Member's
5 remaining share of Transfer Capability.
6 3.1.3 The TANC Coordinator will notify each
7 Member or its designated agent of its
8 share of the curtailment and may
9 suggest certain actions (e.g., trading
10 Transfer Capability) that could be used
11 to minimize curtailment impacts.
12 3.1.4 In each event of a prescheduled
13 curtailment where TANC still has
14 sufficient Transfer Capability for the
15 aggregate power _schedules of the
16 Members, by mutual agreement a Member
17 may utilize another Member's unused
18 share of Transfer Capability in order
19 to avoid a curtailment.
20 3.2 Curtailment Notification Procedure (Real-Time) - 21 The Members anticipate that (i) the Operating Agent
22 will notify the TANC Coordinator of real-time
23 curtailments to Transfer Capability, (ii) the TANC
24 Coordinator will communicate and coordinate real25 time curtailments to Transfer capability with the 26 Members; and (iii) the Operating Agent will also
27 notify Members or their designated agents directly
28 of a real-time curtailment of Transfer Capability.
29 Each Member or its designated agent will be
30 responsible for communicating and
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1 coordinating real-time power schedule curtailments
2 and all changes in schedules due to curtailments
3 occurring in real-time pursuant to its separate
4 agreements with other entities. The TANC
5 Coordinator shall maintain the bulletin board,
6 based on information received from the Operating
7 Agent on a real-time basis. It is the intent of
8 the Members to share the use of Transfer
9 Capability in order to avoid curtailments to the
10 extent possible without jeopardizing service to
11 their own customers.
12 3.2.1 Using the data on the bulletin board, the
13 Members may make Transfer Capability
14 buy/sell arrangements among themselves
15 and will make appropriate arrangements
16 relative to changes in the amount of
17 reserved transmission capacity and the
18 corresponding power schedule changes
19 pursuant to their separate agreements
20 with other entities.
21 3.2.2 The Members will notify the TANC
22 Coordinator of any changes in the
23 amount of Transfer Capability they have
24 reserved. The TANC Coordinator will
25 update the data on the bulletin board.
26 27
28 29
30 Item 6.g
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E-2
1 APPENDIX E
2 BILLING ADDRESSES OF THE PARTIES
3 4
5 City of Alameda
6 City of Healdsburg
7 City of Lodi
8 City of Lompoc
9 City of Palo Alto
10 City of Redding
11 City of Roseville
12 City of Santa Clara
13 City of Ukiah
14 The Sacramento Municipal Utility District
15 The Modesto Irrigation District
16 The Turlock Irrigation District
17 18 Plumas-Sierra Rural Electric Cooperative
19 P.O. Box 2000
20 Highway 70, 3 Miles West of Portola
21 Portola, CA 96122-2000
22 23 Transmission Agency Northern California
24 P.O. Box 661030
25 Sacramento, CA 95866
26 27
28 29
30 31
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1 2
3 4
5 6
7 8
9 10
11 12
13 14
15 Item 6.g
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CITY OF HEALDSBURG
CITY COUNCIL AGENDA STAFF REPORT
MEETING DATE: June 15, 2026
SUBJECT: Amendment to Agreement with NV5
PREPARED BY: April Mitts, Assistant City Manager
STRATEGIC INITIATIVE(S):
Environmental Stewardship
Infrastructure & Facilities
Effective Governance
Public Health and Safety
RECOMMENDED ACTION(S):
Adopt a Resolution authorizing the City Manager to approve Amendment No. 1 to a Professional Services Agreement for Electrical Engineering support services with NV5 increasing the not to exceed amount by $51,000 for a total not-to-exceed amount of $100,000.
COMMUNITY ENGAGEMENT/OUTREACH:
Not applicable.
BACKGROUND:
On March 26, 2026, the City entered into a Professional Services Agreement (PSA) with NV5 for electrical engineering support for the Electric Utilities Department for an amount not-to-exceed $49,000. The initial PSA provided support is based on time and materials for the following five tasks:
1. General Engineering Support Services
2. Engineering Services for Pole Replacements
3. Battery Energy Storage System Design & Construction Work
4. Distribution System Analysis
5. Distribution Undergrounding Support (Rule 20)
DISCUSSION/ANALYSIS:
With the departure of the Electric Utility Direction in March 2026, the City has utilized NV5 to continue progress on these tasks based on their professional engineering expertise for regulatory compliance.
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As of May 29, 2026, the City has expended approximately $25,000 of the initial contract. While there is approximately half of the contract value available, staff anticipates the need to continue NV5 services in the short-term until the Electric Utility Director position is filled and to assist through the transition.
NV5 has provided expertise in the areas of electric utility engineering, utility undergrounding programs, and regulatory compliance and has provided technical support to the City in those areas.
Additionally, NV5 has developed familiarity with the City’s electric utility system, capital improvement projects, regulatory obligations, and utility coordination processes.
The proposed amendment will extend the agreement and increase the compensation to allow the consultant to continue providing specialize technical services on an as-needed basis.
Staff is recommending Amendment #1 the PSA with NV5 for an additional amount of $51,000 for a total not-to-exceed amount of $100,000.
ENVIRONMENTAL STEWARDSHIP:
The approval of this item does not have a direct correlation to environmental stewardship.
ALTERNATIVES:
The City Council could choose not to adopt the recommended resolution and direct staff to explore alternative support services. This alternative is not recommended at this time as it would disrupt progress in the Electric Utility Department.
FISCAL IMPACT:
The proposed amendment increases the agreement amount by $51,000, resulting in a revised notto-exceed amount of $100,000. Funding is available within the FY 2025-26 adopted Electric Utility budget.
ENVIRONMENTAL ANALYSIS:
The proposed Professional Services Agreement is an administrative activity, which is not considered a “project” as defined by the California Environmental Quality Act (“CEQA”) because it involves administrative and professional services activities that will not result in direct or indirect physical changes in the environment. Therefore, no further environmental review is required.
ATTACHMENT(S):
Resolution
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CITY OF HEALDSBURG
RESOLUTION NO. __-2026
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
HEALDSBURG AUTHORIZING THE CITY MANAGER TO
APPROVE AMENDMENT NO. 1 TO A PROFESSIONAL
SERVICES AGREEMENT FOR ELECTRICAL ENGINNERING
SUPPORT SERVICES WITH NV5, INCREASING THE NOTTO-EXCEED AMOUNT BY $51,000 TO $100,000 WHEREAS, On March 26, 2026, the City entered into a Professional Services Agreement (PSA) with NV5 for electrical engineering support services for the Electric Utilities Department for an amount not-to-exceed $49,000; and
WHEREAS, with the departure of the Electric Utilities Director in March 2026, the City has relied heavily on NV5 to continue progress on electric utility projects; and WHEREAS, NV5 has provided expertise in the areas of electric utility engineering, utility undergrounding programs, and regulatory compliance and has provided support to City staff in those areas; and
WHEREAS, NV5 has represented that it can perform these services with the terms and conditions set forth in the City’s Professional Services Agreement; and WHEREAS, the Professional Services Agreement is an administrative activity, which is not considered a “project” as defined by the California Environmental Quality Act (“CEQA”) because it involves administrative and professional services activities that will not result in direct or indirect physical changes in the environment. Therefore, no further environmental review is required.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Healdsburg hereby:
1. Approves Amendment No. 1 of an existing professional services agreement for electrical engineering support services with NV5.
2. Authorizes the City Manager to execute the amendment in an amount of $51,000 for a total not-to-exceed amount of $100,000.
PASSED, APPROVED AND ADOPTED, by the City Council of the City of Healdsburg, this 15th day of June, 2026 by the following vote:
SO ORDERED: ATTEST:
_________________________________ __________________________________ J. Chris Herrod, Mayor Raina Allan, City Clerk
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CITY OF HEALDSBURG
CITY COUNCIL AGENDA STAFF REPORT
MEETING DATE: June 15, 2026
SUBJECT: Physical Security Plan for City Electric Facilities as Required by CPUC Decision 19-01-018
PREPARED BY: April Mitts, Assistant City Manager
STRATEGIC INITIATIVE(S):
Maintain and Improve Infrastructure and Facilities
RECOMMENDED ACTION(S):
Adopt a Resolution approving the Physical Security Plan as compliant with California Public Utilities Commission (CPUC) Decision 19-01-018.
COMMUNITY ENGAGEMENT/OUTREACH:
Not Applicable.
BACKGROUND:
Through the operations of a publicly owned electric utility, the City of Healdsburg is obligated to follow the laws and regulations of the State of California. Under Senate Bill (SB) 669 the California Public Utilities Commission (CPUC) was tasked with developing physical security requirements for electric facilities that serve critical loads such as trauma centers, military installations, state or federal prisons, or major airports. Through CPUC Decision 19-01-018 a process and set of criteria was established for investor owned and publicly owned electric utilities to determine if their facilities serve critical infrastructure and what physical security measures should be implemented to safeguard its electric distribution grid against terrorist attack.
In 2021, to comply with CPUC Decision 19-01-018, the City contracted with Acumen Engineered Services International, Inc. (AESI) to provide a third-party assessment of the City electric facilities. The scope of the Physical Security Plan (Plan) was to assess Healdsburg’s distribution facilities, identify which facilities are considered Covered Distribution facilities pursuant to the CPUC Decision 19-01-018 that may merit special protection measures to lesson identified risks and threats. Once Covered Distribution facilities have been identified (if any), the potential physical security threats and vulnerabilities shall be identified, followed by a threat and vulnerability risk assessment to determine the baseline risk based on the likelihood of an event occurring and the level of impact if the event occurred.
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In 2021, AESI determined that no City distribution facilities qualified as “Covered” facilities under CPUC Decision 19-01-018. As a result, the only required actions were to present the findings to the City Council and adopt the findings by Resolution (Resolution 78-2021) and file the report with CPUC.
DISCUSSION/ANALYSIS:
CPUC Decision 19-01-018 requires program review and five-year plan updates. This ongoing deliverable, to be completed twice per decade, would summarize efforts by utilities to keep their security plans relevant and up to date, and disclose any modifications to program approach and scope including new, remodeled, recategorized, or retired covered assets. The five-year plan update is due on, or about, August 10, 2026.
In April 2026, to comply with CPUC Decision 19-01-018, the City contracted with NV5 to provide a third-party assessment and update of the City’s Physical Security Plan. After review, NV5 has determined there were no changes as noted in Table 1 in the attached report.
ENVIRONMENTAL STEWARDSHIP:
This report and the review of physical security do not have an environmental impact.
ALTERNATIVES:
As an alternative the City Council could choose not to accept and approve this report and provide further direction to staff.
FISCAL IMPACT:
Other than the cost of the consultant’s review, approximately $5,500, there is no fiscal impact associated with this item.
ENVIRONMENTAL ANALYSIS:
Continued administrative action is not subject to the provisions of the California Environmental Quality Act (“CEQA”) because continued administrative actions do not qualify as a “Project” since it will not have a direct or reasonably foreseeable indirect impact on the environment.
ATTACHMENT(S):
Resolution
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CITY OF HEALDSBURG
RESOLUTION NO. __-2026
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
HEALDSBURG APPROVING THE PHYSICAL SECURITIY PLAN UPDATE PREPARED BY NV5 AS COMPLIANT WITH CALIFORNIA PUBLIC
UTILITEIS COMMISSION D.19-01-018
WHEREAS, the City of Healdsburg owns and operates an electric utility for the benefit of the Healdsburg community; and
WHEREAS, in the operation of the electric utility the City is obligated to follow certain laws and regulations of the State of California; and
WHEREAS, per Senate Bill 699 the California Public Utilities Commission (CPUC) was tasked to develop a process and set of criteria for identifying critical electric infrastructure (D.19- 01-018); and
WHEREAS, in 2021, in compliance with D.19-01-018 the City consulted with Acumen Engineering Solutions International (AESI) to complete a third-party review of City electric facilities; and
WHEREAS, in completing the review AESI found no “covered” facilities and no further security mitigation actions were required per D.19-01-018 and as a result the only required actions were to present the findings to the City Council, which were adopted by Resolution 78-2021 and filed with the CPUC; and
WHEREAS, CPUC Decision 19-01-018 requires program review and five-year plan updates with the five-year plan update due on or about August 10, 2026; and WHEREAS, in April 2026, the City engaged with NV5 to provide a third-party assessment and update the City’s Physical Security Plan; and
WHEREAS, after review, NV5 found no “covered” facilities and no further security mitigation actions are required per D.19-01-018; and
WHEREAS, continued administrative action is not subject to the provisions of the California Environmental Quality Act (“CEQA”) because continued administrative actions do not qualify as a “Project” since it will not have a direct or reasonably foreseeable indirect impact on the environment.
.
NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of Healdsburg does hereby:
Item 6.i
258 of 786
Resolution No. ___-2026