RESOLUTION 2016-XX
A RESOLUTION OF THE
TRANSMISSION AGENCY OF NORTHERN CALIFORNIA
APPROVING AMENDMENT NO. 2
TO THE 2009 LONG-TERM LAYOFF AGREEMENT
WHEREAS, the Transmission Agency of Northern California (TANC) is a joint exercise of powers agency organized under the laws of the State of California; and WHEREAS, the TANC Procedures for Long-Term Layoffs of Transmission Capacity govern TANC Member layoffs of their California-Orego n Transmission Project (COTP) entitlements; and
WHEREAS, pursuant to Resolution 2009-01, th e Cities of Palo Alto and Roseville entered into a Long-Term Layoff Agreement By and Among the Transmission Agency of Northern California and certain of its Members (2009 LTLA) to lay off their COTP Entitlements; and WHEREAS, pursuant to Resolution 2014-04, the City of Roseville ’s COTP Entitlement rights were restored and the affected cost sharing percentages associated with TANC Project Agreements No. 3 (PA-3) and No. 5 (PA-5) were modified by Amendment No. 1 to the Long-Term Layoff Agreement By and Among the Transmission Ag ency of Northern California and certain of its Members; and
WHEREAS, the City of Palo Alto’s COTP Entitlement associated with PA-3 remains laid off to certain TANC Members; and
WHEREAS, parties to the 2009 LTLA as amended seek certainty regarding the remaining cost sharing obligations associated with COTP; and Resolution 2016-__
2 WHEREAS, TANC’s General Counsel has drafted Amendment No. 2 to the Long-Term Layoff Agreement By and Among TANC and certain of its Members (Amendment No. 2) to affirm the duration of the existing cost sharing obligations; and
WHEREAS, draft Amendment No. 2 will not re sult in any changes to the cost sharing percentages associated with PA-3 or PA-5; and
WHEREAS, the draft Amendment No. 2 to the Long-Term Layoff Agreement By and Among TANC and certain of its Members (Amendment No. 2), has been reviewed and approved by the Parties of the 2009 LTLA.
NOW, THEREFORE, BE IT HEREBY RESO LVED by the Commission of the Transmission Agency of Northern California that the proposed Amendment No. 2 Long-Term Layoff Agreement By and Among TANC and certain TANC Members is approved in the form presented today, with such additional changes in form as the General Manager and General Counsel agree and subsequently present to this Commission.
PASSED AND ADOPTED this 20
h day of July, 2016 on a motion by _______________,
seconded by _______________.
Resolution 2016-__
3 AYES NOES ABSTAIN ABSENT
City of Alameda
City of Biggs
City of Gridley
City of Healdsburg
City of Lodi
City of Lompoc
Modesto Irrigation District
City of Palo Alto
Plumas-Sierra Rural Electric Cooperative
City of Redding
City of Roseville
Sacramento Municipal Utility District
City of Santa Clara
Turlock Irrigation District
City of Ukiah
Amendment No. 2
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
i
TABLE OF CONTENTS
RECITALS ............................................................................................................1 AGREEMENT .......................................................................................................3 Section 1. Effective Date......................................................................................3 Section 2. Addition of Section 3.j, “Treatment of Project Agreement No.3 Debt”....................................................................................................3 Section 3. Integration...........................................................................................4 SIGNATURES.......................................................................................................4 1 This Amendment No. 2 of the January 28, 2009 Long Term Layoff Agreement (“LTLA”), is 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. 2, with regard to the following:
RECITALS:
A. In the LTLA, PALO ALTO laid off its interests, rights, and obligations to TANC’s Transfer Capability on th e California-Oregon Transmission Project (“COTP”), associated wi th PALO ALTO’s Participation Percentage, for the fifteen year term of the LTLA, which terminates on January 28, 2024.
B. In the LTLA, MODESTO, TURLOCK, and SMUD accepted and assumed all of the use of PALO ALTO’s interests, rights, and obligations transferred to TANC, and by TANC to MODESTO, TURLOCK, and SMUD, for the term of the LTLA.
C. Amendment No. 1 to the LTLA returned Roseville’s COTP interests, rights, and obligations from MODESTO, TURLOCK, and SMUD back to Roseville, and clarified PALO ALTO’s voting rights under Project Agreement No. 3. 2 D. At TANC’s January 27, 2016 meetin g, TANC approved a resolution authorizing the issuance of California-Oregon Transmission Project Revenue Refunding Bonds, 2016 Series, (“the 2016 COTP Bonds”). On March 9, 2016 TANC issued and sold its $173,920,000 California-Oregon Transmission Project Revenue Refunding Bonds, 2016 Series A (the “2016A Bonds”).
E. The Parties have agreed to execute this Amendment No. 2 to the LTLA, to provide that in the absence of a default by MODESTO, TURLOCK, or SMUD, the Debt Service for the 2016A Bonds associated with PALO ALTO’s 3.6815 Participation Percentage in TANC’s entitlement to Transfer Capability on the COTP will be paid by MODESTO, TURLOCK, and SMUD, as provided in this Amendment No. 2.
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 Amendment No. 2 to the LTLA. 3 AGREEMENT:
Section 1. Effective Date.
This Amendment No. 2 shall become effective and enforceable on May 26, 2016 at 0001 hours Pacific Prevailing Time following the due execution and delivery of this Amendment No. 2 to TANC, or the date on which this Amendment No. 2 is duly executed and delivered to TANC, if May 26, 2016 passes without such execution and delivery (hereinafter “Effective Date”).
Section 2. Addition of Section 3.j, “Treatment of Project Agreement No.3 Debt”.
Section 3.j, “Treatment of Project Agreement No.3 Debt”, is hereby added:
MODESTO, TURLOCK, and SMUD accept and assume the obligation to pay PALO ALTO’s 3.6815 Participation Percentage of the Debt Service on the 2016A Bonds in accordance with their respective Participation Percentages of the layoff shares transferred in section 3.c of the LTLA from and after the end of the Term of the LTLA until the last maturity date of the 2016A Bonds, currently May 1, 2039, and any extension thereof. Nothing in this Amendment No. 2 shall affect or limit the underlying obligations of PALO ALTO under TANC Project Agreement No. 3, such as, by way of example and not as a limitation, the obligation of PALO ALTO, in the event of a default by MODESTO, TURLOCK, or SMUD, to pay to TANC an amount equal to its Participation Percentage of all Debt Service on the TANC Project Indebtedness and to pay to TANC an amount equal to PALO ALTO’s Participation Percentage of TANC Project Costs, TANC Project O&M 4 Costs, and TANC Capital Improvement Costs, as provided in section 4.1.3.2 of TANC Project Agreement No. 3. Nothing in this Amendment No. 2 shall affect or limit the other obligations of PALO ALTO under TANC Project Agreement No. 3, such as, by way of example and not as a limitation, the obligations of PALO ALTO to pay to TANC an amount equal to PALO ALTO’s Participation Percentage of TANC Project Indebtedness issued and sold for certain future Additions under section 3.1.2.2.2, and Replacements under section 3.1.2.2.3 of TANC Project Agreement No. 3.
Section 3. Integration.
Except as amended and modified by Amendment No. 1 and this Amendment No. 2, 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. 2. On the Effective Date this Amendment No. 2 and the LTLA shall be one, integrated agreement.
The Parties have duly executed and delivered this Amendment via their authorized representatives set forth below.
5 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:
MODESTO IRRIGATION DISTRICT CITY OF ROSEVILLE
By: By:
Its: Its:
Dated: Dated: