HomeMy WebLinkAboutResolutions - No. 89-32RESOLUTION NO. 89-32
RESOLUTION APPROVING AND AUTHORIZING
EXECUTION OF AMENDMENT NO. 2 TO
PROJECT AGREEMENT NO. 2 FOR THE
CALIFORNIA -OREGON TRANSMISSION PROJECT
WHEREAS, the City of Lodi (the "City") has entered
into the September 30, 1985, "Transmission Agency of Northern
California Project Agreement No. 2 for the California -Oregon
Transmission Project" (the "Agreement") with the Transmission
Agency of Northern California ("TANC") and the other members of
TANC; and
WHEREAS, this City and the other parties to the
Agreement have amended the Agreement as provided in the July 1,
1988, "Transmission Agency of Northern California Project
Agreement No. 2 for the California -Oregon Transmission Project
Amendment No. 1"; and
WHEREAS, this City and the other parties to the
Agreement desire to amend the Agreement, as in effect as of the
date hereof, as provided in the March 1, 1989, "Transmission
Agency of Northern California Project Agreement No. 2 for the
California -Oregon Transmission Project Amendment No. 2" (the
"Project Agreement Amendment");
NOW THEREFORE BE IT RESOLVED BY THE CITY COUNCIL OF
THE CITY O. LODI as follows:
Section 1. The Project Agreement Amendment, in
substantially the form submitted to this meeting and made a
part hereof as though set forth in full herein, be and the same
is hereby approved. The Mayor is hereby authorized and
0892c5
89-32
Dated: March 22, 1989
I hereby certify that Resolution No. 89-32 was passed and adopted by the City
Council of the City of Lodi in an adjourned regular meeting held March 22, 1989
by the following vote:
Ayes: Council Members - Hinchman, Olson, Reid and Snider
Noes: Council Members - Pinkerton (Mayor)
Absent: Council Members - None
Alice M. Reimche
City Clerk
R.
r
89-32
3
Draft 3/06/884
TRANSMISSION AGENCY OF
NORTHERN CALIFORNIA
PROJECT AGREEMENT NO. 2
FOR THE
CALIFORNIA -OREGON TRANSMISSION PROJECT
AIPCE NDM NT NO. 2
Daooc5
Draft 3/05/89
TRANSMISSION AGENCY OF NORTHERN CALIFORNIA
PROJECT AGREEMENT NO. 2
FOR THE
CALIFORNIA -OREGON TRANSMISSION PROJECT
AYZNDMENT NO. 2
AMONG
THE TRANSMISSION AGENCY OF NORTHERN CALIFORNIA
THE CITY OF ALAM_D=.
THE CITY OF BIGGS
THE CITY OF GRIDLEY
THE CITY OF HEALDSBJ_RG
THE CITY OF LODI
THE CITY OF LOMPOC
THE MODESTO IRRIGATION DISTRICT
THE CITY OF PALO ALTO
THE PLUMAS-SIERRA RURAL ELECTRIC COOPERATIVE
THE CITY OF REDDING
THE CITY OF ROSEVILLE
THE SACRAMENTO MUNICIPAL UTILITY DISTRICT
THE CITY OF SANTA CLARA
THE TURLOCK IRRIGATION DISTRICT
THE CITY OF UKIAr'
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which sets forth principles for the development of the
California -Oregon Transmission Project including the
designation of TAMC as Project Manager; and
E. The Members of TANC entered into the June 19,
1985, "Project Agreement" for the purposes of issuing and
selling a promissory note for `inancing studies and other
preliminary costs to be incurre3 prior to making a decision,
after environmental and other review, of whether to undertake
construction of the California -Oregon Transmission Project; and
F. The Me: -hers of TANC entered into the
September 30, 1985, "Transmission Agency of Northern
California Project Agreement No. 2 for the Calif ornia-Oregon
Transmission Project" for the purpose of refinancing the
promissory note and to finance certain feasibility and
planning studies, and to provide for TANC's share of the costs
for Project Development Work for the California -Oregon
Transmission Project; and
G. TANC, on behalf of its Members, executed the
September 30, 1965, "California -Oregon Transmission Project
Development Agreement" for the purpose of completing required
activities such as obtaining approvals, certificates, licenses
and permits as required by law and regulation before
undertaking construction of the Project; and
H. TANC, on behalf of its Members, entered into
the Memorandum of Understanding Annex dated February 6, 1985,
with the initial Participants and additional non-federal
public entities which allocated a 3.125 percent Project
entitlement among the additional Participants and re -allocated
the remaining entitlement among the initial Participants; and
I. on January 20, 1988, TANC certified the Final
Environmental Im..pact Report for the- California -Oregon
Transmission Project, the Los Banos -Gates Transmission
Project, and the Pacific Northwest Reinforcement Project, made
findings pursuant to the California Environmental Quality Act,
and approved the California -Oregon Transmission Project; and
J. Fath Member has participated in the preparation
and review of the Draft Enviror_-::ental Impact Report and has
reviewed and approved the Fina'_ Crti-_ron^ental Impact Report
for the California -Oregon Trans-ission Project and adoptees the
findings made by TANC as lead agency for the California -Oregon
Transmission Project; and
K. The Members of TANC have approved the
California -Oregon Tran5mdssion Project for the purposes of the
California Environ^.ental Quality Acs and desire to authorize
2
2067c2(0800c5)-050877-000002-2Q-2 03/06/89
TANC to undertake additional work in the Calif ornia-Ore on
Transissicn Project beyond planning and feasibility studies;
and
L. The Me^hers of TANC have entered into the
July I, 1988, "Trans ,-4 Agency of Northern California
Project Agreement No. 2 for the Califcrnia-Oregon Transmission
Project Amendment No. 1" ("Anrend;.ent No. 1"), fc: cne purpose
of permitting the application of Phase I Indebtedness to the
cost of Acquisition and Construction. Work; and
M. The Cities of Biggs and Gridley have determined
not to proceed with the California -Oregon Transmission Project
and do not desire to retain their respective rights and
interests under the Agreement; and
N. The Me-.bers of TAMC, other than the Cities of
Biggs and Gridley, have determined to enter into this
Amendment No. 2 to Project Agree-ent No. 2 for the purpose of
refinancing TANC's outstanding $26,800,000 principal amount of
Revenue Anticipation Notes, Series 1985 and to provide for the
costs of adfitional Acquisition and Construction Work for the
California -Oregon. Transmission Project.
NOW, THEREFORE, in consideration of the mutual
covenants and conditions set forth in this Amendment No. 2,
TAMC and the Members agree as follows:
1. Except as otherwise provided herein, all
capitalize:: terms use -d in this Amer.dnent No. 2 shall have the
same meanings herein as set forth in the Agreement, as amended
and suppler:ented to the date hereof.
2. Section 2.3 of Project Agreement No. 2, as
amended by Section 4 of Amendment No. 1, is further amended to
read as follows:
"2.3 Participation - Pursuant to
Paragraph 15 of the Joint Powers Agreement,
the P]embers executing this Agreement have
each elected to participate in Phase I in the
Participation Percentages set forth in
Appendix C, as Appendix C may be amended, and
participate in Phase II in the
articipatior Percentages se= forth in
ADae-dix C-1 to the extent of amiounts
available from Phase I Indebtedness;
provided, however, that such election to
participate in Phase II shall not constitute
an election to take a Participation.
Percentage in Phase II and Phase III cf the
3
2057c2(D80Dc;)-050877-000002-252 03/09-/89
Project for purposes of Section 5.1, except
to the extent of amounts available from the
Phase I Indebtedness. -
3 .
ndebtedness."
3. Section 6 of Amendment No. 1 is hereby delete3
to the end that Section 3.2.5 of Project Agreement No. 2 shall
apply to Phase II to the extent of the Phase I Indebtedness
authorized herein.
4. Section 4.1.5.1 of Project Agree -lent No. 2 is
amended to read as follows:
"4.1.5.1 Notwithstanding Section 4.1.4,
each Financing Member requests that TANC
issue and sell its revenue bonds, notes or
other evidences of indebtedness (collectively
called "Phase I Indebtedness") pursuant to
the provisions of Article 2 (conmniencing with
Section 6540), Chapter 5, Division 7, Title 1
of the Government Code of the State of
California, or other applicable provisions of
law, in an aggregate principal amount at any
time outstanding not exceeding $60,000,000
(the date of the initial issuance of such
Phase I Indebtedness after March 1, 1989, as
determined and announced by written notice to
all Members by TANC, is the "Phase I Closing
Date") to finance and refinance Phase I and
Phase II activities described in
Section 4.1.6, plus the estimated costs of
issuance and sale of the Phase I
Indebtedness."
5. Section 4.1.5.2 of Project Agreement No. 2 is
amended to read as follows:
"4.1.5.2 Each Financing Member severally
agrees: (i) to pay to TANC an amount equal
to its "Financing Participation Percentage"
(defined in Section 4.1.5.3 below) of all
payments of principal, interest and
redemption premiums, if any, on the Phase I
Indebtedness (provided that such payments
shall not include any accelerated payments on
account of any acceleration of princloal
thereof) at the times and in the manner set
forth in TANC's resolutions and the
Irflentures authorizing the issuance and sale
of the Phase I Indebtedness; and (ii) not to
take any action, or fail to take any action,
if any such action or failure to take action
would adversely affect the exclusion from
gross income of the interest on any Phase I
Indebtedness for federal income tax purposes."
4
2057c2(0800c5)-040877-000002-282 03/06/84
6. Section 4.1.6.2 of Project Agreement No. 2 is
amended to read as follows:
"4.1.6.2 Payment of principal and
interest on the $26,800,000 T ANC Revenue
Anticipation Notes, Series 1935 and any other
Phase i Indebtedness that may be outstanding
from time to time."
7. Section 4.1.9 of Project Agreement No. 2, as
added by Section 9 of Amendment No. 1, is a—mended to read as
follows:
"4.1.9 Phase I Indebtedness, as defined
in Section 4.1.5.1, shall be limited to a
principal amount outstanding at any time of
not to exceed $60,000,000."
B. Section 4.1.5.12 of Project rgree<<ent No. 2 is
hereby deleted.
9. Sectior. 5.1 of Project Agreement No. 2 is
amended to read as follows:
"5.1 Entitlement and Election. Upon the
payment of all Phase I Indebtedness, or
provision for such payment being made in
accordance with the applicable Indenture, or
at such other time as may be deterr::ined under
procedures established by the TAMC
Commission, each Me^ber not then'in default
shall be entitled to elect to take its
Participation Percentage as set forth in
Appendix C-1 in Phase II (beyond the
participation in Phase II specified in
Section 2.3 of this Agreement) and Phase III
in any subsequent TriNC "project agreement,"
as that term is defined in the Joint Powers
Agreement. The TANC Commission small
establish procedures for the Members to elect
to so participate or not participate in
Phase II (beyond the participation in
Phase II s_oecified in Section 2.3 of this
Agreement) and Prase III, and shall give
notice to each Membe_ of the date on which
and the means by which sucri election may be
made. Except as pro•.ided in Section 2.3 of
this Agreement, any Member may elect not to
participate in Phases II and III of the
Project."
5
2067c2(03DDc5)-0:0377-000002-282 03/06/99
10. Section 5.1.1 of Project Agreement No. 2 is
amended to read as follows:
"5.1.1 A Member who elects not to
participate in Phase II beyond the
participation specified in Section 2.3 of
this Agreement and Phase III shall give
written notice of such election to TANC and
to each Member on or before the date for such
election in accordance with the procedures
established by the TAMC Commission."
11. Section 5.1.1.1 of Project Agreement No. 2 is
amended to read as follows:
"5.1.1.1 By electing not to participate
in Phase II beyond the participation
specified in Section 2.3 of this Agreement
and Phase III, a Member shall relinquish and
waive any right or entitlement to further
participate in Phase II and Phase III of the
Project."
12. The first sentence of Section 5.1.1.2 of
Project Agreement No. 2 is amended to read as follows:
"5.1.1.2 By electing not to participate
in Phase II beyond the participation
specified in Section 2.3 of this Agreement
and Phase III, a Member not -then in default
shall be entitled to receive a refund of any
advances such Member may have paid to TAMC
for TAMC Project Costs prior to the election,
and either the amount actually paid by such
Member on the Phase I Closing Date pursuant
to Section 4.1.3, or the amount paid by such
Member to discharge such Member's Financing
Participation Percentage of any outstanding
Phase I Indebtedness on the condition that
TANC executes, and performance co^^er:ces
under, the Participation Agreement."
13. Section 6.4 of Project Agreement No. 2 is
amended to read as follows:
"6.4 withdrawal - Notwithstanding the
provisions of Section 13 of this Agreement,
each Member agrees that it will not take any
action which will lead to its withdrawal as a
Member or other termination of its membership
in TANC while Phase I Indebtedness is
6
2067c2(0800c5)-040877-000002-282 03/06/89
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Section 21 or Appendix C-1, shall relieve, or
be construed as relieving, either she City of
Biggs or the City of Gridley of any
obligations to make payments with respect to
TANC's outstanding Revenue Anticipation
Notes, Series 1985 pursuant to the Agreement
as in effect on the date of issuance thereof.
21.2 This Section 21 shall satisfy all
notice requirements with respect to the
withdrawal of the Cities of Higgs and Gridley
from the Project under the Agreement. The
Cities of Biggs and Gridley each recognize
and agree that no amounts are due such
respective Cities pursuant to the Agreement
as a result of, or in connection with, such
withdrawal.
21.3 Upon the payment of TANC's Revenue
Anticipation Notes, Series 1985, or provision
for such payment being made in accordance
with the applicable Indenture, neither the
City of Biggs nor the. City of Gridley shall
be considered a Member for purposes of this
Agreement and shall have no further rights or
obligations under this Agreement, including,
without '_imitation: (i) the right or
obligation to consent to, or approve, any
amendment, supplement, or extension of this
Agreement; or (ii) the obligation to make any
payments under this Agreement, including any
payments with respect to Phase I Indebtedness
issued on or after the Phase I Closing Date."
17. Section 22 is hereby added to Project Agreement
No. 2 to read as follows:
"22 DISTRIBUTION OF ASSETS
22.1 Notwithstanding anything to the
contrary contained in Section 21 of the Joint
Powers Agreement, but subject in all events
to the provisions of the Intertie Agreements:
22.1.1 Except as otherwise provided in
Section 22.1.3, in the event TAMC terminates
its participation in the Project and other
Participants determine to pursue the Project,
IANC may transfer any assets acquired in
connection -with the Project as Project
Manager, and all of its right, title and
8
2067c2(0800c5)-040877-000002-282 03/06/89
interest therein as a Participant, whether
real or personal property, but only upon
payment, or provision for payment
satisfactory to TANC, of the amount paid by
the respective Members to discharge such
Member's Financing Participation Percentage
of any Phase I Indebtedness not therefore
reimbursed, (which amounts shall be
distributed to the respective members), and
to the extent the amount realized upon such
sale, transfer, or other disposition exceeds
the amount of such payments relating to Phase
I Indebtedness, to distribute to all Members
not then in default, in the Participation
Percentages of such Members, the amount of
such excess.
22.1.2 Except as otherwise provided in
Section 22.1.3, in the event TANC terminates
i.ts participation in the Project and no other
Participant determines to pursue the Project,
TANC may distribute to all Members not then
in default, or may sell, transfer, or
otherwise dispose of and distribute to all
Members. not then in default the proceeds of
such sale, transfer, or other disposition, in
each case in the Participation Percentages of
such Members, any assets acquired in
connection with the Project as Project
Manager, and all of its right, title, and
interest therein as a Participant.
22.1.3 In the event TANC terminates its
participation in the Project and either TANC
or some or all of its Members, whether or not
together with one or more of the parties
which are Participants in the Project,
determines to pursue a successor of alternate
project which would benefit from the work
performed or the assets acquired by TANC in
connection with the Project as Project
Manager, whether real or personal property,
TANC r.:av sell, transfer, or otherwise dispose
of such work or assets, and all of its right,
title, and interest therein as a Participant,
but only upon: payment, or provision for
payment satisfactory to TANC, of the amount
paid by each Member to discharge such
Member's Financing Participation Percentage
of anv Phase I Indebtedness not therefore
reimbursed, (which amounts shall be
9
2Go7c2(08flflc5)-fl4G677-GflGflG2-282 03/%c/BI
distributed to the respective members), and,
to the extent the amount realized upon such
sale, transfer, or other disposition exceeds
the amount of such payments relating to Phase
I Indebtedness, to distribute to all Members
not then in default, in the Participation
Percentages of such Members, the amount of
such excess.
18. Appendix C to Project Agreement No. 2 is
amended .by adding thereto Appendix C-1 in the form attached
hereto.
19. Except as modified herein, all provisions of
Project Agreement No. 2, as amended and supplemented by
Amendment No. 1, shall remain in full force and effect.
20. This Amendment No. 2 may be executed in several
counterparts, each of which shall be deemed to. be an original
and all of which, when taken together, shall constitute a
single agreement.
IN WITNESS WHEREOF, the Parties have executed this
Amendment No. 2 as of the date first written above.
CITY OF ALAMEDA
By
And
Address
CITY OF BIGGS
By
And
Address
10
2057c2(0800c5)-040877-000002-282 03/06/69
CITY OF GRIDL£Y
By
And
Address
CITY OF u_ALDSBURG
By
And
Address
CITY OFA LODI
By i 41 /
' atrne6.-w 'erton, Jr. yor
And L 411"a 7h • i
NTice1-1. Reime, ity Cleric
Address Call Box 3006, Lodi, CA 95211-1910
CITY OF LOMPOC
By
And
Address
11
2067c2(0800c5)-090877-000002-282 03/06/69
MDESTO IRRIGATIOi: DISTRICT
By
And
Address
CITY OF PALO ALTO
By
And
Address
CITY OF REDDING
By
And
Address
CITY OF ROSEVILLE
By
And
Address
12
2067c2(OGOOc5)=040877-000002-282 03/05/89
SAC7.R-!6 ENTO MUNICIPAL UTILITY
DISTRICT
By
And
Address
CITY OF SANTA CLARA
By
And
Address
TURLOCK IRRIGATION DISTRICT
By
And
Address
CITY OF UKIAH
By
And
Address
13
2057c2(O8OOc5)-040877-000002-2B2 03/05/89
PLiMAS-5I£RRA RURAL ELECTRIC
COOPERATIVE.
By
And
Address
TR_;NSMISSION AGENCY OF NORTHERN
CALIFORNIA
By
And
Address P. 0. Box 661030
Sacramento, CA 95666
14
2067c2(O3OOc5)-040877-000002-292 03/06/89
APPENDIX C-1
PARTICIPATION PERCENTAGES
Me^ber
Percentaa;;s
City of
Alameda
1.713
City of
Biggs
0.0
City of
Gridley
0.0
City of
Healdsburg
0.357
City of
Lodi
1.686
City of
Lompoc
0.408
Modesto
Irrigation District
19.200
City of
Palo Alto
4.254
City of
Redding
6.400
City of
Roseville
1.455
Plumas-Sierra Rural
Electric CooDerative
0.358
Sacramento Municipal
Utility District
30.600
City of
Santa Clara
20.200
Turlock
Irrigation District
12.900
City of
Ukiah
0.469
100.000
080Oc5