Amendment No. 1
Long-Term Layoff Agreement
By and Among
The Transmission Agency of Northern California
And certain of its Members
Namely
The City of Palo Alto
The City of Roseville
The Modesto Irrigation District
The Turlock Irrigation District
and
The Sacramento Municipal Utility District
EXECUTION ORIGINAL
TABLE OF CONTENTS
RECITALS.
.1
AGREEMENT
1 Section 1. Effective Date. 1
Section 2. Return of ROSEVILLE's COTP Interests, Rights and Obligations ... 1 Section 3. Modification of LTLA Provisions Made Unnecessary by this Amendment No. i. ..2
Section 4. Integration. ..3
SIGNATURES
...4
EXECUTION ORIGINAL
This Amendment No. 1 of the January 28, 2009 Long Term Layoff Agreement ('LTLA"), entered into by and among the Transmission Agency of Northern California ("TANC") and certain of its members, namely the City of Palo Alto ("PALO ALTO"'), the City of Roseville ("ROSEVILLE"), the Modesto Irrigation District ("MODESTO"), the Turlock Irrigation District ("TURLOCK"), and the Sacramento Municipal Utility District ('SMUD"), referred to as "Party" or "Parties," as of the Effective Date defined in Section 1 of this Amendment No. 1, with regard to the following:
RECITALS:
A. In section 3.a. of the LTLA, ROSEVILLE laid off all of ROSEVILLE's use of its interests, rights, and obligations under TANC Project Agreement No. 3 associated with ROSEVILLE's 2.1119 Participation Percentage in TAN's entitlement to Transfer Capability on the California-Oregon Transmission Project ("COTP") for the fifteen (15) year term of the LTLA.
B. MODESTO, TURLOCK, and SMUD accepted and assumed all of the use of ROSEVILLE's interests, rights, and obligations transfetted to TANC and by TANC to MODESTO, TURLOCK, and SMUD for the term of the LTLA.
C. ROSEVILLE has asked to reverse the layoff effected in the LTLA on the Effective Date of this Amendment No. 1 and MODESTO, TURLOCK, and SMUD are willing to transfer the interests, rights, and obligations back to ROSEVILLE on such date.
NOW THEREFORE, in consideration of the premises described in the recitals, and in consideration of the terms, covenants, and conditions that are set out below, the Parties have entered into this
AGREEMENT:
Section 1. Effective Date.
This Amendment No. 1 shall become effective and enforceable on July 1, 2014 at 0001 hours Pacific Prevailing Time following the due execution and delivery of this Amendment No. 1 to TANC or the date on which this Amendment No. 1 is duly executed and delivered to TANC if July 1, 2014 passes without such execution and delivery (hereinafter "Effective Date").
Section 2. Return of ROSEVILLE's COTP Interests, Rights and Obligations.
Except as otherwise set forth in this Amendment No. 1, on the Effective Date:
i) MODESTO transfers the 0.2373 Participation Percentage in TAN's entitlement to Transfer Capability on the COIP, accepted and assumed in the LTLA, to TANC; 1 EXECUTION ORIGINAL
ii) TURLOCK transfers the 0.9373 Participation Percentage in TAN's entitlement to Transfer Capability on the COTP, accepted and assumed in the ITLA, to TANC; and ili) SMUD transfers the 0.9373 Participation Percentage in TANC's entitlement to Transfer Capability on the COTP, accepted and assumed in the LTLA, to TANC. Such transfers include all of the interests, rights, and obligations associated with ROSEVILLE's Participation Percentage laid off in Section 3 of the LTLA.
TANC hereby transfers at that instant the sum of the returned Participation Percentages from MODESTO, TURLOCK, and SMUD, being 21119, to ROSEVILLE.
ROSEVILLE hereby accepts and assumes at that instant all of the interests, rights, and obligations associated with its 2.1119 Participation Percentage under the provisions of TANC Project Agreement No. 3.
Section 3. Modification of LTLA Provisions Made Unnecessary by this Amendment No. 1.
Section 3.a. of the LTLA, entitled "Layoff of ROSEVILLE's COTP Interests, Rights, and Obligations," and Section 3.b. of the LTLA, entitled "Return of ROSEVILLE's Interests, Rights, and Obligations, are hereby deleted from the LTLA.
b. Section 3.e. of the LTLA, entitled "Project Agreement No. 3 Appendix C," is hereby modified to state that a revised APPENDIX C showing the effect of the return of ROSEVILLE's 2.1119 Participation Percentage has been approved by the TANC Commission and attached to and incorporated into this Amendment No. 1 as ATTACHMENT A.
c. Section 3.f. of the LTLA, entitled "Billings and Payments," is hereby modified to state that ROSEVILLE shall resume the performance of its obligations under TANC Project Agreement No. 3 on the Effective Date of this Amendment No 1.
Section 3. g. of the LTLA, entitled "Additions, Betterments, and Replacements," is hereby modified to: i) state that, between the effective date of the LTLA and this Amendment No. 1, TAN has not approved any Additions, Betterments, or Replacements, as defined in TANC Project Agreement No. 3; ii) delete ROSEVILLE from (iv) and (v) of section 3.g.; ili) delete ROSEVILLE from section 3.h., entitled "Default"; and iv) delete ROSEVILLE and any associated conjunction or preposition from Section 5 entitled "No Assignment Without Consent," and from Section 6 entitled "Long-Term Layoff to Third Parties Not an Assignment."
2 EXECUTION ORIGINAL
e. Section 3.i.(i), of the LTLA is hereby deleted and replaced with the following:
In the absence of a default under this Agreement, Palo Alto shall not have any rights to vote on any matter related to TAN Project Agreement No. 3; provided, however, that Palo Alto shall retain voting rights related to Additions and Betterments to be considered for approval under TANC Project Agreement No. 3, but their percentage of such vote will be zero (0) percent in order to fulfill the meaning of Opposing Member. Absent any vote to contrary, the vote of Palo Alto shall be deemed to be a "no" vote. If TANC were to consider extending the term of the outstanding Indebtedness for the COTP beyond the current maturity in 2024, then PALO ALTO shall be entitled to vote the 3.6815 Participation Percentage it held before the layoff on the question of the extension of the term of the Indebtedness, and the Participation Percentages of the DISTRICTS shall be reduced on such question by subtracting the Participation Percentages they had accepted from PALO ALTO.
Section 4. Integration.
Except as amended and modified by this Amendment No. 1, the LTLA remains in full force and effect, without change to any of its provisions other than the text expressly altered by this Amendment No. 1. On the Effective Date this Amendment No. 1 and the LTLA shall be one, integrated agreement.
3 EXECUTION ORIGINAL
The Parties have duly executed and delivered this Amendment of their authorized representatives set forth below.
TRANSMISSION AGENCY OF TURLOCK IRRIGATION DISTRICT
NORTHERN CALIFORNIA
By:_ - By:_
Its: Its:
Dated: Dated:_
-
CITY OF PALO ALTO SACRAMENTO MUNICIPAL
UTLITY DISTRICT
By:_ By:
Its: Its:
Dated: Dated:
CITY OF ROSEVILLE MODESTO IRRIGATION DISTRICT
By:_ By:_
-
Its: Its:
Dated:_ Dated:_
-
4 EXECUTION ORIGINAL
The Parties have duly executed and delivered this Amendment of their authorized representatives set forth below.
TRANSMISSION AGENCY OF TURLOCK IRRIGATION DISTRICT
NORTHERN CALIFORNIA
By:_
eneral Manger Its:
515-7014 Dated:_
CITY OF PALO ALTO SACRAMENTO MUNICIPAL
UTLITY DISTRICT
By:_ By:
Its: Its:
Dated: Dated:_
CITY OF ROSEVILLE MODESTO IRRIGATION DISTRICT
By: By:-
Its: Its:
Dated: Dated:
4 EXECUTION ORIGINAL
The Parties have duly executed and delivered this Amendment of their authorized representatives set forth below.
TRANSMISSION AGENCY OF TURLOCK IRRIGATION DISTRICT
NORTHERN CALIFORNIA
By: By:_
Its: Its:
Dated: Dated:_
CITY OF PALO ALTO SACRAMENTO MUNICIPAL
UTLITY DISTRICT
By: Hauc Shaol By:_
Its:
Dated: Apres 28.2014 Dated:
CITY OF ROSEVILLE MODESTO IRRIGATION DISTRICT
By:: By:_
Its: Its:
Dated: Dated:
-
4 EXECUTION ORIGINAL
The Parties have duly executed and delivered this Amendment of their authorized representatives set forth below.
TRANSMISSION AGENCY OF TURLOCK IRRIGATION DISTRICT
NORTHERN CALIFORNIA
•
By:_ By:_
Its: Its:
Dated: Dated:_
CITY OF PALO ALTO SACRAMENTO MUNICIPAL.
UTLITY DISTRICT
By:_ By:-
Its: Its:
Dated: Dated:
CITY OF ROSEVILLE MODESTO IRRIGATION DISTRICT
" m
By:_ By:_
• віту так Its:
Its:
Dated: 4-17-14 Dated:_
4 EXECUTION ORIGINAL
The Parties have duly executed and delivered this Amendment of their authorized representatives set forth below.
TRANSMISSION AGENCY OF TURLOCK IRRIGATION DISTRICT
NORTHERN CALIFORNIA
By:
Its:
Its: Director of Energy Markets
Dated: Dated: May 1, 2014
CITY OF PALO ALTO SACRAMENTO MUNICIPAL
UTLITY DISTRICT
By:_ By:
Its: Its:
Dated: Dated:
CITY OF ROSEVILLE MODESTO IRRIGATION DISTRICT
By:_ By:
Its: Its:
Dated: • Dated:_
4 EXECUTION ORIGINAL
• ..
The Parties have duly executed and delivered this Amendment of their authorized representatives set forth below.
TRANSMISSION AGENCY OF TURLOCK IRRIGATION DISTRICT
NORTHERN CALIFORNIA
By:_ By:
Its: Its:
Dated: Dated:
CITY OF PALO ALTO SACRAMENTO MUNICIPAL
By:_ By:- Bages
Its: Its:
Dated: 4/4/2014
CITY OF ROSEVILLE MODESTO IRRIGATION DISTRICT
By: By:_
Its: Its:
Dated: Dated:
4. EXECUTION ORIGINAL
The Parties have duly executed and delivered this Amendment of their authorized representatives set forth below.
TRANSMISSION AGENCY OF TURLOCK IRRIGATION DISTRICT
NORTHERN CALIFORNIA
By: By:
Its: Its:
Dated:_ Dated:_
CITY OF PALO ALTO SACRAMENTO MUNICIPAL
UTLITY DISTRICT
By:- By:-
Its: Its:
Dated: Dated:_
CITY OF ROSEVILLE MODESTO IRRIGATION DISTRICT
By:-
Its: By: Kaza Van Hay
Its: General Manager
Dated: Dated:_
4/10/14
4 EXECUTION ORIGINAL