HomeMy WebLinkAbout _ 4.5(b)--Approve Amendment No.1 to TANC Project Agreement No. 3 GI �" Y C� F
� � �- ' � ° � � i � CITY OF REDDING
��
REPORT TO THE CITY COUNCIL
MEETING DATE: April'7, 2026 FROM: Nick Zettel, Director of
ITEM NO. 4.5(b} Redding Electric Utility
***APPROVED BY***
� �� �� t� �.�
5�� s� �� �� � ��,��
• � � .� � � �. �.�_w� .�
�k et e o ��rcctor �a9' e in r tric�Lltriity � � 3/23t2��6 G���I1a����arbc�x �'���1�a�nag�r � 4J112t726
nzettel@cityofredding.org wtarbox@cityofredding.gov
SUBJECT: 4.5(b)--Approve Amendment No.l to TANC Project Agreement No. 3
Recommendation
Authorize and approve the following related to City of Redding as a Member:
(1) Approve Amendment No. 1 to Project Agreement No. 3 between the Transmission
Agency of Northern California and its Members; and
(2) Authorize the City Manager, or designee, to execute the First Amendment and approve
future modifications to Project Agreement No. 3.
Fiscal Impact
There is no fiscal impact to the general fund associated with the requested actions. Approval of
the First Amendment to Project Agreement No. 3 (PA3) does not change the City of Redding's
financial obligations or participation percentages under the agreement, and no additional
appropriations are required.
Alternative Action
Council may reject staff's recommendation and provide alternative direction.
Background/Analysis
The Transmission Agency of Northern California (TANC) is a joint powers agency formed in
1984 by publicly owned �lectric utilities, including the City of Redding (City). Through its
membership in TANC, the City partieipates in and receives transmission benefits from the
California-Oregon Transmission Project. PA3, originally executed in 1990, governs the rights,
obligations, and participation percentages of TANC members with respeet to that project.
Since execution of PA3, operational and regulatory eonditions affecting transmission capacity
and participation have evolved. In recent years, certain TANC members have sought to adjust
their participation pereentages by transferring non-TANC-owned transmission eapability to
Report to Redding City Council Apri11, 2026
Re: 4.5(b)--Approve Amendment No.1 to TANC ProjectAgreement No. 3 Page 2
TANC, and TAN�C has received an increase in rated project transfer capacity due to system
uprates. These changes highlighted procedural inefficiencies in PA3 that require formal
amendments even when transfers do not affect non-participating members.
The First Amendment to PA3 addresses these issues by allowing future adjustments to
participation percentages and transfer capability to occur without further amendments, provided
such actions receive an affirmative vote of the TANC Commission and the written consent of
affected members. The amendment also includes technical and administrative updates, such as
removing obsolete references, aligning the fiscal year defmition with TANC's current practice,
and clarifying internal cross-references.
Approval of the First Amendment preserves existing member rights while improving
administrative efficiency and flexibility for future project management. Authorizing the City
Manager, or his/her delegate, to approve future inodifications to PA3 wi11 streamline
implementation of Commission-approved changes and reduce the need for repeated City Council
actions when amendments do not materially alter the City's obligations.
Environmental Review
The proposed action is not a project under the California Environmental Quality Act (CEQA)
pursuant to CEQA Guidelines Section 15061(b)(3).
Council Priority/City Manager Goals
• This agenda item is a routine operational item.
Attachments
PA3 Redline with Amendment No. 1 (3.18.26)
Amendment No. 1 to Project Agreement No. 3 final (3-18-26)
Amendment No. 1 to Project Agreement No. 3 final redline (3-18-26)
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
1 2/23/90
2 TRANSMISSION AGENCY OF NORTHERN CALIFORNIA
3 PROIECT AGREEMENT NO.3
4 FOR THE
5 CALIPORNIA-OREGON TRANSMISSION PROJECT
6
7
8
9 AMONG
10 THE TRANSMISSION AGENCY OF NORTHERN CALIFORNIA
11 THE CITY OF A�AMEDA
12 THE CITY OF HEALDSBURG
13 THE CITY OF LODI
14 THE CITY OF LOMPOC
15 THE MODESTO IRRIGATION DISTRICT
16 THE CITY OF PALO ALTO
17 THE P�UMAS-SIERRA RURA�E�ECTRIC COOPERATIVE
18 THE CITY OF REDDING
19 THE CITY OF ROSEVILLE
20 THE SACRAMENTO MUNICIPAL UTILITY DISTRICT
21 THE CITY OF SANTA CLARA
22 THE TURLOCK IRRIGATION DISTRICT
23 THE CITY OF UKIAH
24
25
26
27
28
1
1 TRANSMISSION AGENCY OF NORTHERN CALIFORNSA
2 PROJECT A6REEMENT 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
i
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 I Pormatted:French(France)
— --- _
12 �'��!-L��.���-2�rc�i'�lrt::ic i��ation PerCentdges .—:...---e e-::—:::::............(N- ��: Pormatted:French(France)
+
13 z�} ......... ....... APPENDIX C s Pormatted:French(France)
--- --�
14 �'a7 t �.<�i� _��_on C���r_cE�T1t��c�e�� (S-N; .,..,....................1\. C l.,Nl:, � C-:
15 �2Ft �z�.�.n ��f �ay.�t�� YF.r c ent ���2�5 .........................1�'�� 1�I�;i:h C �
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
ii
1
2
3
iii
1 PREAMBLE
2
3 This pro�ect 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 A1to, 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
1
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 construc�ion of the ��-��-��-c�-���a��Ca_ �.,�ni_a-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
2
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 Pro�ect,
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.
3
1
_.� _ _ _w.__ _ w __ _ _:_ _ __: _ ._
2 NOW, THEREFORE, in consideration of the mutual covenants .�Formatted:Not Expanded by/Condensed by �i!
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 l.l "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 then-
4
1 current Rated Pro�ect Transfer Capability . � :��-r��*����>i;i
2 �,r-(r��E��__�«,�w�� ��+�a i�.��, i w r-t��,F:�__�`,--1;,:�.,.
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 �oint 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 �:_$;__ ���rE,.t, 1-;,E-,__i ��i-;-k c=e- __-- �___E-�a��,�?-r�e= '�3�-;f�.�r:�-c:��-��1--�-�s�
27 �I���—���._;_...: .-�. .�: ' „ „t1�. 3 =�_t:: �.�f=_i��;�?(-�>-�:a r-i-��:�.�`=;,r,�,-u.�:,�,. 4 •t }r_,.,;
28 __�.y_-�x t-�=c� �-�r._-r_°--r:r�-aa�-r...,�- �i��}.�� ��='c�at--c�_��� � ':� -�i31E-_C.�+��a�.+„�i.��
5
1 �:-?�,��,,-; 1=�.—!-,a ;,�=��-u�—�`-�'<_,.,7.�„-; ,
2 ' .8 � , >r�t ". �:' I � �>',,� � '�d]
3 1.9-- "Fiscal Year" - The twelve-month period terminating
4 :�;�t��e���,����anc 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.
6
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, Pa10 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, California-
24 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
7
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 non-
10 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 fo�th in Appendix C �_c� F� ,�c .���x
26 ;-:1 of this Agreement. Such percentages may be modified pursuant
27 to Sections 2.3, 3.L 2.2, 6, and 15.
28 1.23 "PDA" - Project Development Agreement.
8
1 1.24 "Phase" or "Phases" - Those activities of the Project
2 described in Section 2.2.
3 1.25 "Pro�ect" - The California-Oregon Transmission
4 Project, which consists of electric transmission facilities
5 between California and the Pacific Northwest, as such Pro�ect 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 "Pro�ect 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
9
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 ��<�>���� ti=�—i�4� +`I',z:e�. 10�, )f�� i.n�, u>> ;4 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) al1 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
10
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 0&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 0&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
11
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
12
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 SI and III of the Project in
8 the Participation Percentages set forth in Appendix C ,r�,c�
9 r,F>ti��n� h C" ";_, 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 ��,�1��, .�.'t��C.�°r.� entitlement
28 to `Pransfer Capability changes a N�:-.� �<. i:=� .� ��e-, .,r'ti:z-�-�=
��, 4
29 r���—{-��;)) c��ry�� ��:�t� -�rtft �=rar;cae, the �rrir>< , ;,.},c� -i—Z�c=
30 ��� a-��=F�
13
_ --- __ - �
1 -� r4>v �,e (� �k E 7 � Participation Percentages � �Farmatted:Indent First line: 0.63',Tab stops: 1',�eft �
q W � +Not at 1 75'
2 f E� ���rw.� � ., i._��,� �c � �>;;����a�t ..� p:. �� �'c�d in ';>��.r�zg-�-� 2iis
3 � x� Ft'°;�.< � 1 . C`1 .,�z_Yc :> i:.-i��;< r:;" I � ti x <a�:�_ ;,., Fi_ Fi. �,cs<=:.
4 > �ZLl L� ����iiLrted without an amendment to this Agreement,-
5 :�r�- ' „ '::� �r i+o�-N-�,*�,. y . x'c>I ..�, ..
�,?�:�-_�' _.._._. _.__
6 2.3.2.1
7
8 �-� _�ii w�c , ,ior., �� Participation Percentages =��
9 �-� �r, �;, ,��-rr�=-x �}>... _s..�.i _ tc l�i_s; , „
c� :';.cu < �.i
10 shall F�c�s���_ ��cj �c ���i ��� t. �, i_� c ✓ote= �>�_ the
11 <���rr�� t�� ��:; ��. .ti,�_�cr� us. Tic� the �.;�� �;z'�<� � '�es
12 r, ;vi_ci-r i_n .l e ' -,, .��_:� = , < E:rc� ,`ti.
13 � .�3.2. > .ic.rl>� �_s ,i <�'�? � ��.ri.�t _�d l� rc. .yE:�
14 I <��r ._rti<,i ��i�i�,�. �trc,�iit�zqc if � i�P o� r,r,r� Members
15 ���.._a±�t:�3i<.-���-agree to .�,�<_�7-r�-r���:-� t-t �-<>-�;y�a���-��*�-�.�..
16 z . w�.��
17 _______
18 �e� la4e,-r rr��a. :���, �>� ���+��-r r.._i-�o--accept �� <�tu �, f�:.�;� � a i na
19 i ��tza<��= in Participation Percentage-e�rr�l�;,� �^�:�
ZO r3,r�; x c>cx-�i� (r:T:3;"`�E��raz��r, _._I..E C.�Eu,3'� :::>-. ',i..
21 I i P��E��� > ,�:F I�rt c_�ai i�, � �e.i�t:.< <�c ::ht �� � r���.tas r:.
22 _,�, >n L t;c� 'L, c� ,�h<Zr ��c, iz �, "itinr.
23 .2. <�7,t� � l.<�'�. c �cr� t ,.�,d i �c ,,i_���e
24 Transfer Capabilitya-��rwc�--���E.r�>U :Fx.�.c, �a� .� dt� <, l^��1C'
2rJ r�..''x t7 c� c�t ��U,zb- � t Y 1 " I�_�( � r'I c]'t>Ut
26 ����c�r1E ��, �.:> _a,�>;��r� r t sl�l ��<;t t<� asi LT,_r ,( ��;<>
r
27 ���'�� ot the u��fi�.�!—��,,.� ..i� -;e� f����h ir. C, r.i.i�:t�n
28 �� >L�ir� the �1tiar���:� ���fi���r,��-�y� ��,cinc� �,�c���c� ,,c:s
29 cvi.��,c? in .. �a cr.� <=�,-��rr� ,,.c.t����f��.s�-, �a�-�''t�c c,�rr.G-�e}�t
I'
14
1 . �� F _1�. X11 i , - E'rC, t_pe revisions
21 1i -(a)-----be recorded pith an admir:istrative amendment
3 to Appendix C and Appendix C --l; and (b) in h-
4 �.;i <,,i, 'zz r icipa[�Lon es of the
5 .t .m mdr -(i 00) oe
I".
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 or
5 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 TANG 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 TANG
15 Commission may delegate decisions to
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 TANG Commission.
21 3.1.2 Voting - Approvals or authorizations required
22 under this Agreement shall be given or withheld by the TANG
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
17
1
by the IANC 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 IANC Commissioners present must represent at
13
least sixty (60) percent of the aggregate Participa-
14
tion Percentages of Members not in default at the time
15
of the vote and the action must be approved by IANC
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
In
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,
17
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,
18
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 IANC 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
IE
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 TANG Capital Improvement Costs, and its
15 portion of Debt Service on TANG 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 TANG
20 Commission shall develop, approve, and distribute to the
21 Members a budget for TANG Project Costs, Debt Service for
22 TANC Project Indebtedness, TANG 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
20
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, 4--
22 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
21
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 TANG and the other Participants
5 pursuant to the Intertie Agreements. TANG 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 93.750.
10 4.1.2 Each of the Members hereby approves the
11 issuance and sale of TANG Project Indebtedness as provided in
12 Section 4.1.3.1 below subject to approval of the TANG
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 TANG 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 TANG 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 TANG to
28 pay, when due, all IANC Project Costs, TANG
22
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
Project O&M Costs through the first full Fiscal Year
after completion of the Project, TANC Capital
Improvement Costs, costs of issuance, credit
enhancements and other costs incurred in connection
with the issuance or incurring of TANC Project
Indebtedness, and to provide for capitalized interest
as determined by TANC and for required deposits to
funds and accounts established by each indenture and,
in addition, to provide for the principal and interest
on all Indebtedness outstanding on the initial Closing
Date (all of said Indebtedness to constitute TANC
Project Indebtedness}. Whenever TANC deems it
beneficial to the Members, as a result of Debt Service
savings or otherwise, upon approval of the TANC
Commission, TANC may issue Indebtedness to refund
outstanding TANC Project Indebtedness (which the
Members hereby authorize) and the same shall be TANC
Project Indebtedness.
4.1.3.2 Each Member severally agrees to pay
to TANC an amount equal to its Participation
Percentage of a Debt Service on the TANC Project
Indebtedness to enable TANC to pay such Debt Service
at the times and in the manner set forth in the
applicable Indentures. Each Member also agrees to pay
to TANC, in accordance with Section 22, an amount
equal to its Participation Percentage of TANC Project
Costs, TANC Project O&M Costs, and TANC Capital
Improvement Costs, not financed by TANC Project
23
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, IANC
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
24
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 IANC 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 IANC in the performance of the
19 respective obligations of IANC and such Member under
20 this Agreement.
21 4.1.3.7 Each Member agrees that all rights,
22 title, and interest of TANS 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 IANC Project Indebtedness.
27 4.1.4 Funds received by TANC from the issuance and
28 sale of IANC Project Indebtedness shall be applied to one or
25
1 more of the purposes specified in Section 4.1.3.1 in
2 accordance with the Indenture authorizing such IANC Project
3 Indebtedness.
4 4.1.5 IANC 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 IANC Project
17 Indebtedness remains outstanding, whichever is longer.
18 5.2 Termination - This Agreement shall not be subject to
19 termination by IANC 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 IANC 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 anc ecLjop 8.3, this Agreement may be
26
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
27
1 with respect to the Project, and each Member severally agrees
2 that the Participation Percentage of each nondefaulting Member
3 shall be automatically increased as follows:
4 6.2.1 Each Member severally agrees that the
5 Participation Percentage of each nondefaulting Member shall
6 be automatically increased to the ratio between such
7 nondefaulting Member's Participation Percentage and the
8 aggregate of the Participation Percentages of the
9 nondefaulting Members, expressed as a percentage. For
10 purposes of this Section 6.2.1 and Section 6.2.2, the term
11 "Member" shall include, but not be limited to, each former
12 Member who has withdrawn from TANC and converted its
13 Participation Percentage of TANC's entitlement to Transfer
14 Capability to an ownership interest in the Project pursuant
15 to Section 15, and the term "Participation Percentage" shall
16 mean that percentage which would represent such withdrawn
17 Member's Participation Percentage of TANC's entitlement to
18 Transfer Capability if such conversion had not occurred.
19 6.2.2 Notwithstanding the provisions of Section
20 6.2.1, the cumulative increase for any nondefaulting Member
21 pursuant to this Section 6.2 shall not exceed twenty-five
22 percent (250) of its Participation Percentage in effect
23 immediately prior to the first default without the consent of
24 the Member; provided, that for purposes of determining such
25 cumulative increase any increase (i) pursuant to Section 2.3
26 or 3.1.2.2, or (ii) which results because a Member has
27 withdrawn from TANC and converted its Participation
28 Percentage of TANC's entitlement to Transfer Capability to an
28
1 ownership interest in the Project pursuant to Section 15,
2 shall not be considered. The nondefaulting
3 Members shall be entitled to the rights which the
4 default Member loses upon the default and shall assume
5 subject to section 6.3 all of the obligations of the
6 defaulting Member with respect to such rights hereunder.
7 Increases in the Participation Percentages of the
8 nondefaulting Members shall be applicable to any payments due
9 and not paid by the defaulting Member at the time of the
10 increase and all subsequent payments due and not paid by the
11 defaulting Member.
12 6.3 Defaulting Member's Obligations - Each Member agrees
13 that increases in the obligations of other Members pursuant to
14 Section 6.2 shall not relieve the defaulting Member or a former
15 Member who has withdrawn, of its liability for its obligations
16 described hereunder. The nondefaulting Members shall have a right
17 of recovery from the defaulting Member to the extent of increases
18 in their obligations resulting from such default (plus interest
19 at the Interest Charge) from the date of such default until paid.
20 6.4 Tax Covenant - Notwithstanding any other provision of
21 this Agreement, no Member shall transfer, assign, sell or
22 exchange any portion of its Participation Percentage of TANC's
23 entitlement to Transfer Capacity, or any other interest in the
24 Project or the capacity or capability thereof, directly or
25 indirectly, in any manner, or shall take, or to the extent it
26 can control the same permit to be taken, any other action or
27 actions, which would adversely affect the exclusion of the
29
1 interest on any of the TANC Project Indebtedness from gross
2 income for federal, income tax purposes under Section 103 of the
3 Internal Revenue Code of 1986, as amended, and the applicable
4 regulations thereunder (or any successors to such statute and
5 regulations), including without limitation, by reason of
6 classification of such TANC Project Indebtedness as a "private
7 activity bond" within the meaning of said Code.
8
9 7. USE OF TRANSFER CAPABILITY
10 7.1 Member Use of Transfer Capability - Subject to the
11 provisions of this Section 7, Section 6.4, and Section 8 hereof,
12 each Member shall have the right to use its Participation
13 Percentage of TANC's entitlement to Transfer Capability for any
14 purpose, including holding such Transfer Capability in reserve or
15 making such Transfer Capability available to a Member,
16 Participant, or other entity, subject to the terms and conditions
17 relating to assignments and layoffs by Participants under the
18 intertie Agreements; provided, that before a Member may make
19 unneeded Transfer Capability available to a non -Member, it shall
20 make such Transfer Capability available to the other Members on
21 terms and conditions which are established by the TANC
22 Commission. Nothing in this Section 7.1, however, shall prohibit
23 a Member or its designated agent from requesting that the TANC
24 Coordinator make all or part of such Member's unused Transfer
25 Capability available to other Members on behalf of such Member.
26 7.2 Non -Member Use of Transfer Capability - Each Member or
27 its designated agent shall notify the TANC Coordinator in the
28 event that it does not need all or a portion of its Participation
30
1 Percentage of TANC's entitlement to Transfer Capability and no
2 other Member needs such Transfer Capability. In such event, the
3 IANC coordinator shall then make such Transfer Capability
4 available to the other Participants pursuant to the provisions
5 the Intertie Agreements. Otherwise, each Member or its designated
6 agent shall--- determine the disposition of its unneeded Transfer
7 Capability, which may include directing the IANC Coordinator to
8 make such Transfer Capability available to any entity on such
9 terms and conditions as such Member or its designated agent may
10 direct.
11 7.2.1 Compensation - Compensation for the use of a
12 Member's Participation Percentage of TANC's entitlement to
13 Transfer Capability by other Participants will be as set
14 forth in the Intertie Agreements. In the event that the
15 provisions of the Intertie Agreements do not apply to the
16 transaction, compensation shall be as determined by each
17 Member making such Transfer Capability available.
18 7.2.2 Allocation of Revenue - Payments for the use
19 of TANC's unneeded entitlement to Transfer Capability by non -
20 Members shall be collected by IANC and promptly and fully
21 credited directly to the Member making such Transfer
22 Capability available. Each such Member agrees that all right,
23 title, and interest of such Member and TANC in and to such
24 payments may be pledged and assigned under the Indentures to
25 secure payments required to be made under Section 4.1.3 by or
26 on behalf of such Member.
27 7.3 MOU Layoffs - in accordance with Sections 10.1 and
28 10.2 of the MOU as implemented by the Intertie Agreements, IANC
31
1 shall lay off a portion of its entitlement to Transfer
2 Capability. Compensation to IANC by those entities receiving the
3 layoff is to be based on TANC's Project Cost including financing
4 plus contingencies of twenty-five (25) percent.
5 7.3.1 Unless otherwise agreed by the Members, each
6 Member shall provide its portion of such layoffs in
7 accordance with the Member's Participation Percentage.
8 7.3.2 Payments for the layoff of TANC's entitlement
9 to Transfer Capability as described in Sections 10.1 and
10 10.2 of the MOU shall be collected by IANC and promptly and
11 fully credited to the Members based on each Member's
12 Participation Percentage unless otherwise agreed by the
13 Members. Each such Member agrees that any right, title, and
14 interest of such Member and IANC in and to such payments
15 may be pledged and assigned under the Indentures to secure
16 payments required to be made under Section 4 1.3 by or on
17 behalf of such Member.
18 7.4 In the event that a Member's Participation Percentage
19 of TANC's entitlement to Transfer Capability converted to
20 megawatts exceeds the megawatt amount in Appendix C, Con4��,,
21 C-', layoffs made by TANC pursuant to Sections 7.2 and
22 7.3 shall first be made from such excess amount if so requested
23 by that Member. If more than one Member has such an excess amount
24 and the sum of all such excess amounts exceeds the amount of the
25 layoff, the layoff shall be made pro rata based on the ratio
26 between each such requesting Member's excess amount and the sum
27 of all such requesting Members' excess amounts.
32
1 7.5 Notwithstanding anything to the contrary contained in
2 this Section 7, no layoff of Transfer Capability made pursuant to
3 this Section 7 shall excuse a Member from making the full
4 payments required by Section 4 hereof nor reduce the amount or
5 extend the time of such payments.
6
7 8. SCHEDULING
8 8.1 Member Scheduling Rights - During any scheduling
9 period, each Member or its designated agent shall have the right
10 to schedule power transactions using Transfer Capability up to
11 the amount of its Participation Percentage of TANC's entitlement
12 to Transfer Capability, subject to the provisions of Section 7 of
13 this Agreement. Each Member or its designated agent may also
14 schedule power transactions over any additional percentage of
15 Transfer Capability that it has a right to use. Notwithstanding
16 the provisions of Section 8.2, each Member or its designated
17 agent shall have the right to schedule such transactions pursuant
18 to its separate agreements with other entities. All power
19 scheduled over the Project shall be in whole megawatt amounts or
20 as otherwise set forth in the Intertie Agreements.
21 8.2 Project Use Information Coordination - Each Member or
22 4-9 its designated agent shall provide the TANG Coordinator with
23 Project use information required to meet TANC's obligations under
24 the Intertie Agreements as a Participant in the Project. The TANG
25 Coordinator shall submit such information to the operating Agent
26 in accordance with such agreements.
27 8.3 Scheduling and Curtailment Procedures - Specific
28 procedures which implement the provisions of this Section 8 and
33
1 Section 7 hereof are set forth in Appendix D. The Members and
2 their designated agents agree to comply with such procedures, as
3 they may be modified from time to time by a vote of the TAMC
4 Commission pursuant to Section 3.1.2.
5
6 9. INSURANCE AND INDEMNIFICATION
7 IANC shall maintain, or cause to be maintained in force,
8 insurance as may be determined prudent in the judgment of the
9 TANC Commission and as may be required by the provisions of the
10 Intertie Agreements and any Indenture. IANC shall indemnify,
11 defend, and hold harmless each Member, and its governing board
12 members, officers, employees and agents, from any liability for
13 personal injury, death, or property damage arising out of the
14 negligent activities of IANC pursuant to this Agreement or the
15 Intertie Agreements.
16
17 10. COMPLIANCE WITH OTHER INSTRUMENTS
18 It is recognized by the parties hereto that, for the
19 benefit of the Members, IANC, in undertaking, or causing to be
20 undertaken, the planning, licensing, financing, construction, and
21 operation of TANC's share of the Project, must comply with the
22 requirements of each Indenture, the Intertie Agreements, all
23 applicable licenses, permits, and regulatory approvals necessary
24 therefor, and the Joint Powers Agreement.
25
26 11. LIABILITY OF IANC OFFICERS
27 11.1 Release - Each Member agrees that TANC's
28 Commissioners, officers, and employees shall not be liable to the
34
1 Members for direct, indirect or consequential loss or damage
2 suffered by the Members as a result of (i) the performance or
3 nonperformance by TANC under any Intertie Agreements or (ii) the
4 performance or nonperformance of TANC under this Agreement. Each
5 Member releases TANC's Commissioners, officers, and employees
6 from any claim or liability (whether negligent or otherwise) as a
7 result of any actions or inactions of TANC under this Agreement
8 or the performance or nonperformance by TANC under any Intertie
9 Agreement.
10 11.2 No Modification - The provisions of this Section shall
11 not be construed so as to relieve TANC of any obligations under
12 any of the Intertie Agreements and the provisions of this Section
13 shall not be construed to modify or amend Paragraph 2 of the
14 Joint Powers Agreement.
15
16 12. NOTICE AND COMPUTATION OF TIME
17 12.1 Manner of Notices - Any notice or demand by a Member
18 to TANC under this Agreement shall be deemed properly given if
19 deposited in the United States mail first class postage prepaid
20 or its equivalent, or sent via facsimile or other electronic
21 media and confirmed by telephone --- in writing
22 within twenty-four (24) hours)_ addressed to TANC at its
23 operational office; any notice or demand by TANC to any Member
24 under this Agreement shall be deemed properly given if deposited
25 in the United States mail first class postage prepaid or its
26 equivalent, or sent via facsimile or other electronic media and
27 confirmed by telephone e -r, in writing, o- b,,, e c a
28 within twenty-four (24) hours -i'17-, addressed to the addressee shown
35
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
on the signature pages hereof at the address shown in Appendix E.
The designations of the name and address to which any such notice
or demand is directed may be changed at any; time and from time
to time by any party giving notice as above provided in this
Section.
12.2 Time Computed - In computing any period of time from
such notice, such period shall commence on the date mailed or, if
sent via facsimile or other electronic media, on the date sent.
13. APPLICABLE LAW
This Agreement is made under and shall be governed by the
laws of the State of California.
14. SEVERABILITY
If any section, paragraph, clause, or provision of this
Agreement, or any part thereof, shall be finally adjudicated by a
court of competent jurisdiction to be invalid, the remainder of
this Agreement shall remain in full force and effect as though
such section, paragraph, clause, or provisions or any part
thereof so adjudicated to be invalid had not been included
herein.
15. MEMBER'S RIGHT TO WITHDRAW
15.1 Conversion of Participation Percentage to Undivided
Ownership Interest - TANC's undivided ownership interest in the
Project shall constitute rights or property acquired and owned by
TANG and no Member shall have an ownership interest in the
Project except upon withdrawal from TANG and conversion of its
Participation Percentage to an undivided ownership interest as
36
1 provided herein. After the commercial operation date of the
2 Project, each Member not then in default shall be entitled to
3 withdraw from IANC and convert its Participation Percentage into
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,
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 TANG shall, at TANC's option, revert to
12 TANG in exchange for TANG 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 IANC or a IANC 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
39
1 withdrawal shall have no adverse effect on the rights and
2 obligations under the MOU of IANC, 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 IANC
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 IANC 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 IANC 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 IANC may reasonably
27 request to protect the continuing rights of IANC in the
28 interest transferred as set forth in this Agreement.
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. TAMC 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 IANC 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 IANC 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 IANC "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
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 IANC 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 TANG
14 Project Indebtedness is outstanding.
15 16.2 Assignment Prior to Withdrawal - Unless a Member has
16 withdrawn from IANC 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 TANG 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
42
1 is also made and entered into for the benefit of the Trustee
2 under each Indenture and the holders of outstanding IANC 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
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.
44
i
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 IANC 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.
45
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
46
47
48
49
50
CITY OF ALAMEDA
By:
Name:
Title:
Date:
CITY OF HEALDSBURG
By:
Name:
Title:
Date:
CITY OF LODI
By:
Name:
Title:
Date:
CITY OF LOMPOC
By:
Name:
Title:
Date:
MODESTO IRRIGATION DISTRICT
By:
Name:
Title:
Date:
CITY OF PALO ALTO
By:
Name:
Title:
Date:
CITY OF REDDING
By:
Name:
Title:
Date:
CITY OF ROSEVILLE
By:
Name:
Title:
Date:
46
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
46
47
48
49
50
SACRAMENTO MUNICIPAL UTILITY DISTRICT
By:
Name:
Title:
Date:
CITY OF SANTA CLARA
By:
Name:
Title:
Date:
TURLOCK IRRIGATION DISTRICT
By:
Name:
Title:
Date:
CITY OF UKIAH
By:
Name:
Title:
Date:
PLUMAS-SIERRA RURAL ELECTRIC
COOPERATIVE
By:
Name:
Title:
Date:
TRANSMISSION AGENCY OF NORTHERN
CALIFORNIA
By:
Name:
Title:
Date:
47
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 Plumas-
Sierra 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.
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
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 investor-
owned 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
9
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 California -
Oregon 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.
3
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 SMUDls 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
4
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
5
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
6
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 non-
voting 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.
7
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 PC 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.
8
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 shai
of the Project pursuant to Section 8.1, then the
Participants shall be entitled to Project transfer
capability between the California -Oregon border arE
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 sha
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).
0
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 accep
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 Contrac
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, th
Participants shall be responsible for financing the
Project and betterments in the following proportion
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:
6.2.1 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.
10
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 Prolect Ownershi
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).
[I
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 1,
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 Riahts 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
12
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
13
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 1, 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
14
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, i
no work has been done on the Project for three year
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
10.1 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
15
10.3 Layoff of Project transfer capability pursuant to
Sections 10.1 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
16
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
17
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:
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:
18
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:
IN
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:
IN
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:
10
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:
10
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:
10
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:
10
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:
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:
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:
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:
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:
20
"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.
"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.
APPENDIX B
CALIFORNIA -OREGON
TRANSMISSION PROJECT
MEMORANDUM OF UNDERSTANDING
ANNEX
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
CONFORMED COPY
CALIFORNIA -OREGON TRANSMISSION PROJECT
MEMORANDUM OF UNDERSTANDING ANNEX
Among
City of Anaheim
City of Azusa
City of Banning
City of Colton
City of Riverside
City of Vernon
California Department of Water Resources
Los Angeles Department of Water and Power
Pacific Gas and Electric Company
San Diego Gas & Electric Company
Southern California Edison Company
Transmission Agency of Northern California
Western Area Power Administration
Carmichael Water District
El Dorado Hills Community Services District
San Juan Suburban Water District
Shasta Dam Area Public Utility District
Southern San Joaquin Valley Power Authority
Trinity County Public Utility District
March 19, 1986
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
TABLE OF CONTENTS
SECTION PAGE
RECITALS.......................................................................................... 2
1. DEFINITIONS AND CATEGORIES OF PARTICIPANTS......
2. ASSUMPTION OF OBLIGATIONS AND RIGHTS ..................
3. PROJECT MANAGEMENT ..................................................................
4. MEMORANDUM OF UNDERSTANDING—PROJECT PARTICIPATION
SHARES.............................................................................................
5. MEMORANDUM OF UNDERSTANDING—PROJECT FINANCING
RESPONSIBILITY ...........................................................................
6. MEMORANDUM OF UNDERSTANDING—PROJECT OWNERSHIP
..................................................................................................................
7. RIGHTS OF THE CALIFORNIA DEPARTMENT OF WATER
RESOURCES.......................................................................................
8. PROJECT DEVELOPMENT AGREEMENT —PROJECT OWNERSHIP,
ENTITLEMENT TO TRANSFER CAPABILITY OF THE PROJECT
AND PROJECT FINANCING REPONSIBILITY .....................
9. CHANGES IN OWNERSHIP, PARTICIPATION SHARE, AND
FINANCING RESPONSIBILITY ................................................
10. REIMBURSEMENT OF CURRENT PARTICIPANTS ...............
11. CONSTRUCTIVE WITHDRAWAL ...................................................
12. ASSIGNMENT ....................................................................................
13. OPINIONS OF COUNSEL ............................................................
14. SIGNATURE CLAUSE .....................................................................
3
4
5
6
9
10
15
So
20
20
22
25
27
28
I
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
MEMORANDUM OF UNDERSTANDING ANNEX
CALIFORNIA -OREGON TRANSMISSION PROJECT
This Memorandum of Understanding Annex ("MOU Annex") shall
be effective as of February 22, 1986, and is entered into by the
City of Anaheim (Anaheim), City of Azusa (Azusa), City of Banning
(Banning), City of Colton (Colton), City of Riverside
(Riverside), City of Vernon (Vernon), collectively referred to as
"Southern California Public Agencies": California Department of
Water Resources (CDWR): 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": the Western Area Power
Administration (Western): the Transmission Agency of Northern
California (Agency), a joint powers agency composed of the Cities
of Alameda, Biggs, Gridley, Healdsburg, Lodi, Lompoc, Palo Alto,
Redding, Roseville, Santa Clara, and Ukiah, the Plumas-Sierra
Rural Electric Cooperative, the Sacramento Municipal Utility
District, the Modesto Irrigation District, and the Turlock
Irrigation District: hereinafter sometimes referred to
individually as "Current Participant" and collectively as
"Current Participants": 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: and Southern San Joaquin Valley Power Authority (South
San Joaquin), a joint powers agency: Trinity County Public
Utility District (Trinity): Shasta Dam Area Public Utility
District (Shasta): San Juan Suburban Water District (San Juan):
1
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
El Dorado Hills Community Services District (El Dorado); and
Carmichael Water District (Carmichael), hereinafter sometimes
referred to individually as "Additional Participant" and
collectively as "Additional Participants."
WHEREAS, the Current Participants, along with LADWP, have
executed the Memorandum of Understanding, California -Oregon
Transmission Project dated December 19, 1984 ("MOU"), and the
Current Participants, except for CDWR, have executed a
Supplemental Letter Agreement to the MOU, the Interim Cost
Sharing Agreement effective April 1, 1985, and the Project
Development Agreement ("PDA") effective September 30, 1985, for
the purpose of developing the California -Oregon Transmission
Project ("Project"), and
WHEREAS, the Secretary of Energy, by his Memorandum of
Decision ("MOD") of February 7, 1985 approved the MOU subject to
the modifications and conditions set forth in the MOD, which MOD
has been clarified by the May 4, 1985 letter from the Acting
General Counsel of the Department of Energy: and
WHEREAS, certain non-federal public entities were, under
terms and conditions specified by Western in 50 Fed. Reg.
31912 (1985), allocated entitlements within the 3.125 per cent of
Project transfer capability reserved to them by the Secretary of
Energy, which non-federal public entities and their allocated
entitlements are set out at SO Fed. Reg. 42769 (1985), and
WHEREAS, such non-federal public entities, designated as
the Additional Participants, as one condition of receiving and
9
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
using such entitlement must sign an agreement with the Current
Participants by which they assume all appropriate obligations and
become entitled to all applicable rights and benefits of the
Project defined to date,
NOW, THEREFORE, the Additional Participants, the Current
Participants, and LADWP agree as follows:
1. DEFINITIONS AND CATEGORIES OF PARTICIPANTS
1.1 For purposes of this MOU Annex, a "Participant" is
an entity having the obligations, rights and
benefits of a Participant as that term is used in
the MOU, the Supplemental Letter Agreement, the
Interim Cost Sharing Agreement, the PDA and any
other agreement related to the Project which has
been signed by all or substantially all the
Current Participants and Additional Participants.
1.2 A Nonutility Participant is any Additional
Participant which (1) is not a public electric
utility regulated under applicable state law or
the Federal Power Act or exempted from such
regulation by reason of being a public entity, or
(2) does not have public utility responsibilities
with regard to serving electric power to
customers. Nonutility Participants have the same
rights, obligations and benefits as Participants
except as provided in Section 2.2 below. As of
the effective date of this Agreement, the
Nonutility Participants are South San Joaquin, San
3
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
N
Juan and Carmichael. Nothing contained herein
shall preclude a Nonutility Participant from
changing its status at a later date, to no longer
be a Nonutility Participant.
ASSUMPTION OF OBLIGATIONS AND RIGHTS
2.1 Each Additional Participant agrees to and is bound
hereby by all provisions, terms and conditions of
the MOU s modified by the MOD of the United
States Secretary of Energy, dated February 7,
1985, as interpreted by the letter of the United
States Department of Energy Acting General
Counsel, dated May 4, 1985, and as such MOU may be
further amended, the Supplemental Letter
Agreement, the Interim Cost Sharing Agreement and
the PDA, all as modified by this MOU Annex, as if
each Additional Participant had duly executed such
agreement.
2.2 In accordance with the May 4. 1985 letter from the
Acting General Counsel of the Department of
Energy, which provides in part that the Secretary
of Energy's MOD was not intended to impose a
precedent for wheeling to end-users, Section 2.4
of the MOU and Sections 34.3 and 34.4 of the PDA,
which implement Section 2.4 of the MOU, shall not
be applicable to Nonutility Participants.
Section 10.5 of the MOU shall not be applicable to
any Nonutility Participant.
4
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
3. PROJECT MANAGEMENT
The following is substituted for and replaces Section 4.1
Of the MOU:
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, and each Additional Participant
being jointly represented by one Additional
Participant, provided that any Additional
Participant may designate instead a Current
Participant's Management Committee Representative
to represent it on the Management Committee. All
actions or decisions by the Management Committee
shall be by agreement of at least 75 percent
interest of the Participants entitled to vote
based on Project Participation shares between the
California -Oregon border area and Tesla
Substation, as expressed in Section 5. A
Management Committee Representative who represents
more than one Participant shall separately vote
the interests of each Participant represented.
Subcommittees shall be formed as needed to address
5
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
4
specific aspects of the Project. CDWR, prior to
exercise of rights under Section 8.1, and LADWP shall
also have non-voting representation on the Management
Committee. Each Participant, including each of the
Southern California Public Agencies and each of the
Additional Participants, and each of the members of
the Agency, shall be given advance notification of all
meetings of the Management Committee and may attend
meetings."
MEMORANDUM OF UNDERSTANDING --PROJECT PARTICIPATION SHARES
4.1 The following is substituted for and replaces
Section 5.1 of the MOU:
115.1 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 42.2916 percent;
5.1.2 The Investor -Owned Utilities
shall be entitled to 40.7837
percent;
5.1.3 The Southern California Public
Agencies shall be entitled to
7.5497 percent;
5.1.4 Western for DOE laboratories
and federal wildlife refuges
0
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
F11W. A
shall be entitled to 6.2500
percent;
5.1.5 South San Joaquin shall be
entitled to 2.0625 percent;
5.1.6 Trinity shall be entitled to
.3125 percent;
5.1.7 Shasta shall be entitled to
.4375 percent;
5.1.8 San Juan shall be entitled to
.0625 percent;
5.1.19 El Dorado shall be entitled to
.1875 percent;
5.1.10 Carmichael .0625 percent."
The following is substituted for and replaces
Section 5.2 of the MOU:
"5.2 If CDWR exercises its rights and
purchases its share of the Project in
accordance with Section 8.1 of the MOU,
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 39.4690 percent;
7
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
5.2.2 The investor -Owned Utilities
shall be entitled to 38.0673
percent;
5.2.3 The Southern California Public
Agencies shall be entitled to
7.0470 percent;
5.2.4 Western for DOE laboratories
and federal wildlife refuges
shall be entitled to 6.2500
percent;
5.2.5 South San Joaquin shall be
entitled to 2.0625 percent;
5.2.6 Trinity shall be entitled to
.3125 percent;
5.2.7 Shasta shall be entitled to
.4375 percent;
5.2.8 San Juan shall be entitled to
.0625 percent;
5.2.9 El Dorado shall be entitled to
.1875 percent;
5.2.10 Carmichael shall be entitled
to .0625 percent;
5.2.11 The CDWR shall be entitled to
6.0417 percent."
8
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
5
MEMORANDUM OF UNDERSTANDING --PROJECT FINANCING,
RESPONSIBILITY
5.1 The following is substituted for and replaces
Section 6.1 of the MOU:
"6.1 Prior to the effective date of any
election by CDWR to exercise its rights
in accordance with Section 8.1 of the
MOU and unless otherwise agreed in
accordance with Section 6.3 of the MOU,
the Participants, shall be responsible
for financing t e Project and
betterments in the following
proportions:
6.1.1 The Agency, 45. 10 percent:
The Investor -Owned Utilities,
43.5026 percent:
6.1.2 The Southern California Public
Agencies, 8.0530 percent;
6.1.3 South San Joaquin, 2.2000
percent;
6.1.4 Trinity, .3333 percent;
,6.1.5 Shasta, .4667 percent;
6.1.6 San Juan, .0667 percent;
6.1.7 El Dorado, .2000 percent;
6.1.8 Carmichael, .0667 percent."
5.2 The following is substituted for and replaces
Section 6.2 of the MOU:
0
Formatted: Spanish (Spain)
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
I
6.2 Subsequent to the effective date of
election by CDWR to exercise its rights
in accordance with Section 8.1 of the
MOU, and unless otherwise agreed in
accordance with Section 6.3 of the MOU,
the Participants, shall be responsible
for any capital betterments for the
Project in the following proportions:
6.2.1 The Agency, 42.1002 percent;
6.2.2 The Investor -Owned Utilities,
40.6052 percent;
6.2.3 The Southern California Public
Agencies, 7.5168 percent;
6.2.4 The CDWR, 6.4444 percent;
6.2.5 South San Joaquin, 2.2000
Percent;
6.2.6 Trinity, .3333 percent;
6.2.7 Shasta, .4667 percent;
6.2.8 San Juan, .0667 percent;
6.2.9 El Dorado, .2000 percent;
6.2.10 Carmichael, .0667 percent."
MEMORANDUM OF UNDERSTANDING --PROJECT OWNERSHIP
6.1 The following is substituted for and replaces
Section 7.1 of the MOU:
"7.1 Except as otherwise agreed by the
Participants in accordance with
Section 7.6 of the MOU, the Project,
10
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
WE
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 right in
accordance with Section 8.1 of the MOU:
7.1.1 The Agency, 45. 10 percent;
7.1.2 The Investor -Owned Utilities,
43.5026 percent:
7.1.3 The Southern California Public
Agencies, 8.0530 percent;
7.1.4 South San Joaquin, 2.2000
Percent;
7.1.5 Trinity, .3333 percent;
17.1.6 Shasta, .4667 percent;
7.1.7 San Juan, .0667 percent;
7.1.8 El Dorado, .2000 percent;
7.1.9 Carmichael, .0667 percent."
The following is substituted for and replaces
Section 7.2 of the MOU:
"7.2 If CDWR exercises its rights to
purchase Project transfer capability in
accordance with Section 8.1 of the MOU,
then except as otherwise agreed by the
Participants in accordance with
Section 7.6 of the MOU, the Project,
other than the upgraded Western
facilities, shall be owned in the
11
Formatted: Spanish (Spain)
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
6.3
following proportions after January 1,
2005:
7.2.1 The Agency, 42.1002 percent:
7.2.2 The Investor -Owned Utilities,
40.6052 percent:
7.2.3 The Southern California Public
Agencies, 7.5168 percent:
7.2.4 The CDWR, 6.4444 percent:
7.2.5 South San Joaquin, 2.2000
Percent;
7.2.6 Trinity, .3333 percent:
7.2.7 Shasta, .4667 percent:
7.2.8 San Juan, .0667 percent:
7.2.9 El Dorado, .2000 percent:
7.2.10 Carmichael, .0667 percent."
The following is substituted for and replaces
Section7.3 of the MOU:
"7.3 Unless prohibited by law or unless
otherwise agreed in accordance with
Section 7.6 of the MOU, the portion of
the upgraded Western facilities not
owned by Western shall be owned in the
following proportions prior to
January 1, 2005:
7.3.1 The Agency, 45.1110 percent,
(approximately 677/1500);
IF,
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
7.3.2 The Investor -Owned Utilities,
43.5026 percent, -
(approximately 652/1500);
7.3.3 The Southern California Public
Agencies, 8.0530 percent
(approximately 121/1500);
7.3.4 South San Joaquin, 2.200
percent (approximately
33/1500);
7.3.5 Trinity, .3333 percent
(approximately 5/1500);
7.3.6 Shasta, .4667 percent
(approximately 7/1500);
7.3.7 San Juan, .0667 percent
(approximately 1/1500);
7.3.8 El Dorado, .2000 percent
(approximately 3/1500);
7.3.9 Carmichael, .0667 percent
(approximately 1/1500).
The Participants recognize that the
facilities to be owned by Western shall
be determined in accordance with the
provisions of the MOU, approved by the
Secretary of Energy by the MOD, which
MOD was clarified by the May 4, 1985
letter from the Acting General Counsel
of the Department of Energy. Further
negotiations of the particulars of the
13
Formatted: Spanish (Spain)
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
6.4
ownership of facilities by Western will
be required as engineering of the
Project progresses."
The following is substituted for and replaces
Section 7.4 of the MOU:
117.4 Unless prohibited by law or unless
otherwise agreed in accordance with
Section 7.6 of the MOU, the portion of
the upgraded Western facilities not
owned by Western shall be owned in the
following proportions on and after
January 1, 2005, if CDWR exercises its
rights to purchase in accordance with
Section 8.1 of the MOU:
7.4.1 The Agency, 42.1002 percent
(approximately 631/1500);
7.4.2 The Investor-owned Utilities,
40.6052 percent (approximately
609/1500) ;
7.4.3 The Southern California Public
Agencies,
7.5168 percent
(approximately 3/1500);
7.4.4 The CDWR, 6.4444 percent
(approximately 97/1500);
7.4.5 South San Joaquin, 2.200
percent (approximately
33/1500) ;
14
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
7
7.4.6 Trinity, .3333 percent
(approximately 5/1500);
7.4.7 Shasta, .4667 percent
(approximately 7/1500)
7.4.8 San Juan, .0667 percent
(approximately 1/1500);
7.4.9 El Dorado, .2000 percent
(approximately 3/1500)
7.4.10 Carmichael, .0667 percent
(approximately 1/1500).
The Participants recognize that the
Facilities to be owned by Western shall
Be determined in accordance with the
Provisions of the MOU, approved by the
Secretary of Energy by the MOD, which
MOD was clarified by the May 4, 1985
letter from the Acting General Counsel
of the Department of Energy. Further
negotiation of the particulars of the
ownership of facilities by Western will
be required as engineering of the
Project progresses."
RIGHTS OF THE CALIFORNIA DEPARTMENT OF WATER RESOURCES
7.1 The following is substituted for and replaces
Section 8.1 of the MOU:
118.1 Effective January 1, 2005, CDWR will
have a right to buy pro rata from all
15
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
current Participants, except Western,
6.25 percent, as such percentage is
adjusted downward to accommodate the
allocation to Additional Participants,
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 Current Participant
and CDWR, COWR shall pay each selling
Current Participant the original
construction cost (including the
original construction cost associated
with 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 Current Participant
is selling to CDWR. Within one year
after the Project is energized, each
Current Participant shall provide CDWR
with a statement of the original
construction cost (including the
In
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
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
current 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
Current Participant shall provide COWR
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 incurred during construction
with respect to its share, so that CDWR
can determine the cost it shall be
obligated to pay such current
Participant if it exercises its rights
under this Section 8.1"
17
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
8
PROJECT DEVELOPMENT AGREEMENT --PROJECT OWNERSHIP,
ENTITLEMENT TO TRANSFER CAPABILITY OF THE PROJECT AND
PROJECT FINANCING RESPONSIBILITY
8.1 The following is substituted for and replaces
Appendix F of the PDA:
"Appendix F
Project Ownership and Entitlements
(Expressed in Percentages)
Entitlement to
Transfer Capability Ownership
of the Project/ Interest'/
TANG 42.2916 45.1110
PG&E
20.3918
21.7513
SDG&E
2.8549
3.0452
SCE
17.5370
13.7061
Anaheim
3.0198
3.2212
Azusa
0.3020
0.3221
Banning
0.1510
0.1611
Colton
0.3020
0.3221
Riverside
2.0762
2.2146
Vernon
1.6987
1.8119
Formatted: Portuguese (Brazil)
Western
6.2500
0.0000
South San Joaquin
2.0625
2.2000
,Trinity
0.3125
0.3333 Formatted: Spanish (Spain)
Shasta
0.4375
0.4667
18
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
San Juan 0.0625
0.0667
El Dorado 0.1875
0.2000
Carmichael 0.0625
0.0667
100.0000
100.0000
1/ Between California -Oregon border area and Tesla Substation
2/ Excluding facilities owned by Western"
8.2 The following is substituted for and replaces
Section 5.1 of the PDA:
"5.1 Unless the following percentages are
otherwise modified in accordance with
Section 5.4 each Participant shall be
responsible for paying its share of the
costs of Project Development Work in
the following Cost Sharing Percentages:
IANC 45.1110
Anaheim 3.2212
Azusa 0.3221
Banning 0.16
Colton 0.3221
Riverside 2.2146
Vernon 1.8119
PG&E 21.7513
SCE 18.7061
SDG&E 3.0452
Western 0.0000
South San Joaquin 2.2000
IN
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
Trinity
0.3333
Shasta
0.4667
San Juan
0.0667
El Dorado
0.2000
Carmichael
0.0667
100.00001,
9. CHANGES IN OWNERSHIP, PARTICIPATION SHARE, AND FINANCING
RESPONSIBILITY
9.1 Sections 4, S, 6, 7, and 8 of this MOU Annex shall
whenever necessary be modified by restating
percentages to conform to changes in Project
Participation Share, Project ownership and Project
Financing Responsibility, as these terms are used
in the MOU, in accordance with the provisions of
the PDA or other agreements among the Participants
which provide for such changes.
9.2 Each Participant may assign its rights and
obligations in the Project in accordance with
Section 17 of the PDA and any applicable provision
of the Participation Agreement contemplated in
Sections 2.4 and 11.4 of the PDA, including the
layoff of Project transfer capability rights in
accordance with Section 10.4 of the MOU.
10. REIMBURSEMENT OF CURRENT PARTICIPANTS
10.1 Not later than ten (10) days after the effective
date of this MON Annex, each Additional
20
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
Participant shall reimburse each Current
Participant, except CDWR, for its share of a
payments made and due and payable to the Project
Manager by each Current Participant as of the
effective date of this MOU Annex for Project
Development Work in accordance with the Interim
Cost Sharing Agreement and the Project Development
Agreement plus interest in accordance with
Section 10.3 below.
10.2 Each Additional Participant's share of such costs
shall be that amount that each Additional
Participant would have paid to the Project Manager
for Project development work had that Additional
Participant been an original signator to the MOD
and paid all amounts due and payable under the
Interim Cost Sharing Agreement and the Project
Development Agreement, based upon its financing
responsibility percentage.
10.3 The amount to be reimbursed by each Additional
Participant to each Current Participant in
accordance with this Section 10, shall include an
interest charge assessed at an annual rate of
interest, compounded monthly, equal to the lesser
of (a) the applicable first of the month reference
rate, or successor, of the Bank of America N.T. &
S.A., San Francisco, California, corresponding to
the period for which reimbursement is made; or (b)
the maximum interest rate permitted by law. Such
pff
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
interest shall be charged against the amount to be
reimbursed from the time the Current Participant
made its original payment to the time such
reimbursement is paid by the Additional
Participant.
10.4 No later than the effective date of this
Agreement, the Project Manager shall compute the
amount of funds to be reimbursed by each
Additional Participant in accordance with the
provisions of this Section 10 and shall provide
the results of this computation to each Current
Participant and each Additional Participant. The
Project Manager shall issue a cash call to the
Additional Participants on behalf of the Current
Participants to whom reimbursements are to be made
and shall collect and disburse those funds
collected in accordance with this Section 10. In
no case shall the Project Manager, acting in its
capacity as such, be responsible on behalf of an
Additional Participant for any reimbursement owed
to any Current Participant in accordance with this
Section 10.
11. CONSTRUCTIVE WITHDRAWAL
11.1 Should any Additional Participant fail to duly
sign this MOU Annex within ten (10) days after its
effective date, fail to reimburse Current
Participants in accordance with Section 10, or
W,
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
fail to meet any condition imposed by Western in
its stated allocation criteria (SO Fed. Reg.
31912) within the period established by Western,
that Additional Participant shall be deemed to
have withdrawn from the Project and that
Additional Participant's Share, as defined in the
PDA, shall be revoked and placed in an allocation
pool for reallocation to the other Additional
Participants or the Current Participants (except
Western) in a manner consistent with Western'&
stated criteria (SO Fed. Reg. 31912). Should any
portion of that additional Participant's
allocation not be reallocated to the other
Additional Participants, such unallocated portion
shall revert to the Current Participants and shall
be made available to each of them in a manner
consistent with Section 13 of the PDA or
appropriate provisional of the Participation
Agreement, whichever is applicable. Any right to
reimbursement for funds paid toward the
development and operation of the Project shall be
as defined in the PDA or Participation Agreement,
as applicable.
11.2 The following is substituted for and replaces
Section 13.4 of the PDA:
"13.4 If the amount of the withdrawing
Participant's Share voluntarily assumed
by the non -withdrawing Participants is
23
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
less than 100 percent of the
withdrawing Participant's Share, each
non -withdrawing Participant shall
assume its respective portion of the
balance of the withdrawing
Participant's Share, in an amount
proportionate to that which its Cost
Sharing Percentage bears to the total
Cost Sharing Percentages of
non -withdrawing Participants identified
in Section 5.1, provided that no
Participant shall be obligated in total
for more that 1.15 times its Cost
Sharing Percentage as of the effective
date of this Agreement. A Nonutility
Participant shall not be obligated to
assume any portion of the withdrawing
Participant's Share."
11.3 The following is added as a new Section 13.12 to
the PDA:
"13.12 If an Additional Participant withdraws
from the Project in accordance with
Section 13, or is found in default in
accordance with Section 20, then such
Additional Participant's allocation
shall be revoked and be made
available to the non -withdrawing
24
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
Participants (except Western) on a pro
rata basis.
12. ASSIGNMENT
12. The following is substituted for and replaces
Section 17.1 of the PDA:
"17.1 A Participant may assign or transfer
any right or interest in this
Agreement, in whole or in part, only
after obtaining the written consent of
the other Participants, which consent
shall not be unreasonably withheld;
provided that a Participant may
withhold consent to any proposed
assignment or transfer either (1) to an
entity or association which is not
CDWR, Western, or a public electric
utility regulated under applicable
state law or the Federal Power Act or
exempted from such regulation by reason
of being a public entity, or (2) to an
entity or association which does not
have public utility responsibilities
with regard to serving electric power
to customers. A Participant shall not
withhold consent to any assignment or
transfer between Participants allocated
Project transfer capability by Western
25
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
as set forth in 50 Fed. Reg. 42769
(1985) solely because that entity is a
Nonutility Participant, provided that
such assignment or transfer concerns
part or all of the 3.125 percent of
Project transfer capability allocated
by Western and interests attendant
thereto, and no other interest in the
Project. Consent to a proposed
assignment to a joint powers agency
which is a Participant shall not be
withheld solely because that entity is
a joint powers agency. No Participant
shall bring, initiate or amend,
directly or indirectly including by
means of cross-complaint or other
affirmative allegation, an action or
proceeding before a court or an
administrative agency against another
Participant to contest the withholding
of consent by such Participant in
accordance with clauses (1) or (2) of
this Section 17.1 or the reasons
therefor or the validity of this
Section 17.1, other than a dispute
regarding the factual application of
such clauses. The withholding of
consent by a Participant in accordance
M
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
with clauses (1) or (2) of this
Section 17.1 shall not indicate
approval or disapproval by any other
Participant of such withholding."
13. OPINIONS OF COUNSEL
The following is substituted for and replaces Section 11.3
of the MOU:
`11.3 Contracts among the Participants shall
then be negotiated to implement these
principles. As a condition of
execution of any contracts implementing
this MOU each Participant shall furnish
the other Participants with a written
Opinion of Counsel in which it is
represented that said Participant has
the authority to enter into such
contracts and to be bound by the terms
and conditions thereof. In the case of
the Agency, each major member agency
thereof shall furnish such Opinion of
Counsel. In the case of an Additional
Participant that is a joint powers
agency, the individual member agencies
of that joint powers agency shall not
be obligated to provide such Opinions
of Counsel but the joint powers agency
27
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
itself shall provide such Opinion of
Counsel of behalf of the agency."
14. SIGNATURE CLAUSE
The signatories of this MOD Annex represent they have
been appropriately authorized to enter into this HOU Annex on
behalf of the entity for whom they sign. This MOU Annex may be
executed in counterparts.
CITY OF ANAHEIM
By:
Name:
Title:
Date:
CITY OF AZUSA
By:
Name:
Title:
Date:
CITY OF BANNING
By:
Name:
Title:
Date:
28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
itself shall provide such Opinion of
Counsel of behalf of the agency."
14 SIGNATURE CLAUSE
The signatories of this MOD Annex represent they have
been appropriately authorized to enter into this HOU Annex on
behalf of the entity for whom they sign. This MOU Annex may be
executed in counterparts.
CITY OF ANAHEIM
By:
Name:
Title:
Date:
CITY OF AZUSA
By:
Name:
Title:
Date:
CITY OF BANNING
By:
Name:
Title:
Date:
29
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
itself shall provide such Opinion of
Counsel of behalf of the agency."
14 SIGNATURE CLAUSE
The signatories of this MOD Annex represent they have
been appropriately authorized to enter into this HOU Annex on
behalf of the entity for whom they sign. This MOU Annex may be
executed in counterparts.
CITY OF ANAHEIM
By:
Name:
Title:
Date:
CITY OF AZUSA
By:
Name:
Title:
Date:
CITY OF BANNING
By:
Name:
Title:
Date:
30
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 *Since CDWR is not a party to the Project Development
27 Agreement {PDA), CDWR's approval of this OU Annex is not
intended to express either approval or disapproval of
28 Sections 8, 11.2, 11.3 and 12, which do nothing other than
amend certain sections of the PDA.
31
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
CALIFORNIA DEPARTMENT OF
WATER RESOURCES
By:
Name:
Title:
Date:
CARMICHAEL WATER DISTRICT
By:
Name:
Title:
Date:
CITY OF COLTON
By:
Name:
Title:
Date:
EL DORADO HILLS COMMUNITY
SERVICES DISTRICT
By:
Name:
Title:
Date:
32
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
CALIFORNIA DEPARTMENT OF
WATER RESOURCES
By:
Name:
Title:
Date:
CARMICHAEL WATER DISTRICT
By:
Name:
Title:
Date:
CITY OF COLTON
By:
Name:
Title:
Date:
EL DORADO HILLS COMMUNITY
SERVICES DISTRICT
By:
Name:
Title:
Date:
33
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
CALIFORNIA DEPARTMENT OF
WATER RESOURCES
By:
Name:
Title:
Date:
CARMICHAEL WATER DISTRICT
By:
Name:
Title:
Date:
CITY OF COLTON
By:
Name:
Title:
Date:
EL DORADO HILLS COMMUNITY
SERVICES DISTRICT
By:
Name:
Title:
Date:
34
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
DWP No. 10259A
As a party to the MOU but which is not a party
to any other Project Agreement, the Los Angeles Department of
Water and Power (LADWP) regards Sections 8, 9.2, 10, 11 and 12
of the MOU Annex, as having no involvement with LADWP. LADWP
further considers Section 3 of the MOU Annex as being the only
section of this Agreement which involves LADWP's interests in
the amended MOU, which interests are limited to those
expressed in Section 4.1 and 4.4 of the MOU.
DEPARTMENT OF WATER AND POWER
OF THE CITY OF LOS ANGELES
by
BOARD OF WATER AND POWER COMMISSIONE
OF THE CITY OF LOS ANGELES
By
and
35
Secretary
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
LOS ANGELES DEPARTMENT OF
WATER AND POWER
By:
Name:
Title:
Date:
PACIFIC GAS AND ELECTRIC
COMPANY
By:
Name:
Title:
Date:
CITY OF RIVERSIDE
By:
Name:
Title:
Date:
SAN DIEGO GAS & ELECTRIC
COMPANY
By:
Name:
Title:
Date:
36
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
LOS ANGELES DEPARTMENT OF
WATER AND POWER
By:
Name:
Title:
Date:
PACIFIC GAS AND ELECTRIC
COMPANY
By:
Name:
Title:
Date:
CITY OF RIVERSIDE
By:
Name:
Title:
Date:
SAN DIEGO GAS & ELECTRIC
COMPANY
By:
Name:
Title:
Date:
37
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
LOS ANGELES DEPARTMENT OF
WATER AND POWER
By:
Name:
Title:
Date:
PACIFIC GAS AND ELECTRIC
COMPANY
By:
Name:
Title:
Date:
CITY OF RIVERSIDE
By:
Name:
Title:
Date:
SAN DIEGO GAS & ELECTRIC
COMPANY
By:
Name:
Title:
Date:
38
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
SAN JUAN SUBURBAN WATER
DISTRICT
By:
Name:
Title:
Date:
SHASTA DAM AREA PUBLIC
UTILITY DISTRICT
By:
Name:
Title:
Date:
SOUTHERN CALIFORNIA EDISON
By:
Name:
Title:
Date:
SOUTHERN SAN JOAQUIN VALLEY
POWER AUTHORITY
By:
Name:
Title:
Date:
39
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
SAN JUAN SUBURBAN WATER
DISTRICT
By:
Name:
Title:
Date:
SHASTA DAM AREA PUBLIC
UTILITY DISTRICT
By:
Name:
Title:
Date:
SOUTHERN CALIFORNIA EDISON
By:
Name:
Title:
Date:
SOUTHERN SAN JOAQUIN VALLEY
POWER AUTHORITY
By:
Name:
Title:
Date:
40
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
SAN JUAN SUBURBAN WATER
DISTRICT
By:
Name:
Title:
Date:
SHASTA DAM AREA PUBLIC
UTILITY DISTRICT
By:
Name:
Title:
Date:
SOUTHERN CALIFORNIA EDISON
By:
Name:
Title:
Date:
SOUTHERN SAN JOAQUIN VALLEY
POWER AUTHORITY
By:
Name:
Title:
Date:
41
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
SAN JUAN SUBURBAN WATER
DISTRICT
By:
Name:
Title:
Date:
SHASTA DAM AREA PUBLIC
UTILITY DISTRICT
By:
Name:
Title:
Date:
SOUTHERN CALIFORNIA EDISON
By:
Name:
Title:
Date:
SOUTHERN SAN JOAQUIN VALLEY
POWER AUTHORITY
By:
Name:
Title:
Date:
42
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
TRANSMISSION AGENCY OF
NORTHERN CALIFORNIA
By:
Name:
Title:
Date:
TRINITY COUNTY PUBLIC
UTILITY DISTRICT
By:
Name:
Title:
Date:
CITY OF VERNON
By:
Name:
Title:
Date:
WESTERN AREA POWER
ADMINISTRATION
By:
Name:
Title:
Date:
43
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
TRANSMISSION AGENCY OF
NORTHERN CALIFORNIA
By:
Name:
Title:
Date:
TRINITY COUNTY PUBLIC
UTILITY DISTRICT
By:
Name:
Title:
Date:
CITY OF VERNON
By:
Name:
Title:
Date:
WESTERN AREA POWER
ADMINISTRATION
By:
Name:
Title:
Date:
44
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
TRANSMISSION AGENCY OF
NORTHERN CALIFORNIA
By:
Name:
Title:
Date:
TRINITY COUNTY PUBLIC
UTILITY DISTRICT
By:
Name:
Title:
Date:
CITY OF VERNON
By:
Name:
Title:
Date:
WESTERN AREA POWER
ADMINISTRATION
By:
Name:
Title:
Date:
45
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
TRANSMISSION AGENCY OF
NORTHERN CALIFORNIA
By:
Name:
Title:
Date:
TRINITY COUNTY PUBLIC
UTILITY DISTRICT
By:
Name:
Title:
Date:
CITY OF VERNON
By:
Name:
Title:
Date:
WESTERN AREA POWER
ADMINISTRATION
By:
Name:
Title:
Date:
46
47
New(Entittement and ScheduLing),
12-9, i��2 -3 1 4� 7 2-51-51-11110,
L
W H-4
27ANC
Member
Palo Aho4-1�-::()
IVIW,
-L-1--'--Ea - — - ----- —
Percentage,
flumas—S
0--00001"k
M -W E.mider-n-ent
(North u,SouiU,
,(,NL
SMUD
37 8(r,14�1111
SK2140
558
NUD
23.0546`1„
347.1014
341
T11)
17.1458"<,
258.1407
253
S S anka Clam
1) S 101)
)47,7077
Reddimr
;L94-0 _5CHI
10,039M",
15 1, 15 5
148
Roscvi-110
3
-,r322-4i—
4-1"32 ------
--yMarneda
.(000'41
"
- ----------- -- -
------
'0000-,
C-1
Formatted
Formatted
Formatted
Formatted Table
Formatted
Formatted
Formatted
Formatted
Formatted
Formatted
Formatted
Formatted
Formatted
Formatted
-----------
Formatted
Formatted
Deleted Cells
Formatted
Formatted
Formatted
Formatted
Formatted
Formatted
Formatted Table
Formatted
Formatted
Deleted Cells
Formatted
Formatted
Formatted
Formatted
Formatted
Formatted
............
Formatted
Inserted Cells
Inserted Cells
Formatted
Formatted
Deleted Cells
Deleted Cells
Formatted
Formatted
Formatted
Formatted
Formatted
Formatted
Formatted
Formatted
Formatted
Deleted Cells
Deleted Cells
Formatted
Inserted Cells
Inserted Cells
Palo Aho4-1�-::()
�1100911�1 ------
-L-1--'--Ea - — - ----- —
------
flumas—S
0--00001"k
-4
;L94-0 _5CHI
4 `
�
4
,4
44�94a
44�
4 9-6 -c-G,
-�() , ,
'R.44"L 00()
.24 -1 000 0%
'Lata
, A
L26.562-1,
jJ177
100.11)- () 40 WHY%
C-1
Formatted
Formatted
Formatted
Formatted Table
Formatted
Formatted
Formatted
Formatted
Formatted
Formatted
Formatted
Formatted
Formatted
Formatted
-----------
Formatted
Formatted
Deleted Cells
Formatted
Formatted
Formatted
Formatted
Formatted
Formatted
Formatted Table
Formatted
Formatted
Deleted Cells
Formatted
Formatted
Formatted
Formatted
Formatted
Formatted
............
Formatted
Inserted Cells
Inserted Cells
Formatted
Formatted
Deleted Cells
Deleted Cells
Formatted
Formatted
Formatted
Formatted
Formatted
Formatted
Formatted
Formatted
Formatted
Deleted Cells
Deleted Cells
Formatted
Inserted Cells
Inserted Cells
SCI _rdUIitI IZi;�lria III 1_t c{¢._tltc 29NINN?_ l tl of[ io ,\1IA
C-1
��
1°`1Ct84:.Y�"�.Ltlt �',
`♦ \ Scheduling, .
�m��%' .`ti4'. I4'duI t11 E`,
litYC"t11<lC1C:
F,tlifidcl
lit 6ts
i
Rigil(s 'yo
1'.at"Pim: t
1° g t o"tie
to >xtli'Noith
t4 .Soll1w
L" rth to `outhl
IANC
S' 5%Z5"'6
1,505._5625
477
86`�i24`,'c
Wes crn
9.3750";;,
14,750
R2{
0583`11,
1)G &N';
0625°-1)d5V,27
35
2.058$"-k,
Ieasel
10( €}Oi30!
I �tV
1,700
1€6fi.84fll00%
C-1
}r +I:)->�-1
2-V ----------
po&-J-4J -y
In a o1 1
en 4� ed
4 tIFb e- L-, 1 -j - Yx - ire .......ee-2--il-imyl----
f-, on H--
e-cl --- e-li .... n 'i -1-11
--e
-a-4 i-s—o-e
+ -
Jrl
ncd a rte
—44r
C-1
p n 11 ix - C
(lit'rent S to N
TAM
';'vicri-iber
�Yjcmber MW
MW Schcduhm-,
------
-7
Lqalccnct t f c,tari,
LZiEkts
Member
llcrcclM'-IL—I(�
to No] th)
(5wwh to, North)
SMUD
37.80741%
4W.17
40100
WD
23,0546"/1,
250 12
-1,113
1
186M 1
182-00
Santa Clara
9.8108"III
1(R04
05.00
10,0398"i,
108.92
10"LOO
'Roseville
2.141
23.23
23A(1
Alameda
OMOOW",
Lodi
OMOCO"I'l
Lompoc
Palo Alto
00001
Plumas
0.0000t 11
00001
I 00A0001y"
ilil-Ls—'EL)b
j_Q_64
C OTP
aMc Int
P_arfi nt MW
MW sched LIL�g
1-nfillement (South
Flights
kcipants
P 'a r�
to-Nonh)
LSQW11 to North)
J- A IN C
MJ625`4,
1.084.8906
Westlern,
437 W",
1148438
PG&E,
2.002`i"',')
25.2056
25
I O(M)OW11/11
1,225MO11O
1,225
C-2
A) MernberPorcenragos before lay-off, puichase ofwater distiicts chores, and City of Reddkig rnoving shales oft OFP outside ofTA.NC Int oIANC.
B) Meinber Percentages after lay- off, purchase of water districts shaws, ind City of Redding moving shares of COTP out ode of TAMC; into fANC.
C) 2014 lay-off agreement TANC resolution 14-03
D) 2009 lay-oftagreerneM TANG Resotuhon 09 Ol
El Includes theIANCANAPA loyoffaggreen)ent
E'.)1acludes the
C4
C-3
N
M
Formatted: Font: 10 pt
Formatted: Body Text, Line spacing: Multiple 0.06 li
•Aploo1dix C 2
A
B
C
C
D
E
.........................
PA -1;
Mcnibef %IV,
%1W Sckeduling
Meinbci MXV
Ati
NCP'� I'a , vofl'
SVP Layofi'
Palo Allo LjYoff
Pewenlago
ITCOMM-, C Pre
Pebre icenlag, Currcw
Ln6ficnimt
Rigins
1�111iflellwffl �Y'wh
Men Ili
perccmlagcs
flcr' ewagc'
Pcrconlog'cs
onchislorl Of,
SM( 1)
637°G,
3'.M4
1 '491
1.6139%
185
7602
393
"909511
UID
'I
0�46,1,
0,4901t,,
1 3081W111
0473"0
20,8419°o
11
307
_"0.1114
ID
12
1 6339"„�
12,2736',
181,7872
P9
H!, [S•4
Saw,
()
M281
_20^3479
210,03M
IoLd,fii�
" 4 I I IYIIII
10
("01)(IM"
0 QW)VI
0.0000'/_0_
100398'I,
15
3I 15+5
148
1089208
R [I,,
H I W
0)(100111111
0 0000`.,
0,0000`,_,
2 141611
32-'431
VI1"1
1 X2711,
0000'0
(1000)%_
0 Wyl(vl 1
1 2
18-6;
1'
P i ,8
ljt ,)Msh'nn'
O2
0'0000111
-02411,(,,o
0 0000' "
OW00"',
0,24'w0
3 (,9'79
4
2,0648
)d,
I T'(W!"
000O)
1'201%
0(1000!"1
0000("
1`0201',,
24904
.10 9 1 0
T "), nrloc
0 186511,
0_0 (1(},
G 14,15°4,
0 (100011111
0 00()(Y_
8651'11
1'80 9
1 02
doAho
681
0:0(1110¢
0000",
006)60
3 W
1 081
393),102
0-1 7 91111
0 OOOW"
0 1
00OW
0 0001(n
0 1
2 226
1 0016
k,,d,
0 94�6"'
0,0000",
019, 5
00000;'7-u
000011"
o 19-4`'-o
_42.89
2,1101
iat-O
i hXt Ll� T)
j —OlfOMMP,�a
!LT LOTLI,
LIII Elft'—','i
!L(L� L011",.'2
WO'NOWY11
RAJ %25
W77
1,084,8906
A) MernberPorcenragos before lay-off, puichase ofwater distiicts chores, and City of Reddkig rnoving shales oft OFP outside ofTA.NC Int oIANC.
B) Meinber Percentages after lay- off, purchase of water districts shaws, ind City of Redding moving shares of COTP out ode of TAMC; into fANC.
C) 2014 lay-off agreement TANC resolution 14-03
D) 2009 lay-oftagreerneM TANG Resotuhon 09 Ol
El Includes theIANCANAPA loyoffaggreen)ent
E'.)1acludes the
C4
C-3
N
M
Formatted: Font: 10 pt
Formatted: Body Text, Line spacing: Multiple 0.06 li
1 APPENDIX D
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
TPANSFR 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
ME
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
2.1.2
2.1.3
2.1.4
following estimated data pertaining to
its use of Transfer Capability for each
month of the following six-year period:
2.1.1.1 Member's Participation
Percentage;
2.1.1.2 Contracted Transfer
Capability Layoffs to Members
and Participants;
2.1.1.3 Contracted Transfer Capability
Layoffs from TAMC and
Participants;
2.1.1.4 Amount of Transfer Capability
Available for sale; and
2.1.1.5 Amounts of additional
Transfer Capability desired.
This data will be submitted to the IANC
Coordinator by July 31 of each year.
The IANC Coordinator shall determine the
amounts of Transfer Capability owned by
other Participants that is unneeded by
each of those Participants (if available}
and that could be used by TANG.
The data will be compiled by the TANC
Coordinator into a document that defines
projected use of the Project by each Memb
and on an aggregate IANC basis, for each
month of the six year period. The documen
will also quantify instances where a Memb
NN
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 TAMC 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 IANC 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
IANC Coordinator to prepare a revised
20
document that defines the projected use
21
of the Project by Member, and on an
22
aggregate TANG 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 IANC or by a Member.
28
2.1.8
If the revised document demonstrates
29
unneeded capacity or needs for additional
ME
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;
MI
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
2.2.2
2.2.3
2.2.4
2.2.5
2.2.1.2 Contracted Transfer Capability
layoffs to Members and
Participants;
2.2.1.3 Contracted Transfer Capability
layoffs from Members and other
Participants;
2.2.1.4 Amount of Transfer Capability
available for sale; and
2.2.1.5 Amounts of additional
Transfer Capability desired.
This data will be submitted to the TANC
Coordinator by the 20th of the month
preceding the operating month in
question.
The TANC Coordinator shall determine
the amounts of Transfer Capability
owned by other Participants that is
unneeded by those Participants (if
available) and which could be used by
TANC.
The data will be compiled by the TANC
Coordinator into a document that
defines the projected use of the
Project by Member, and on an aggregate
TANC basis, for each hour of the three
day -types specified above. To the
extent possible the document will also
identify potential layoff opportunities
among the Members or between TANC and
other Participants.
This document will be sent to the TANC
ME
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
2.2.6
2.2.7
Members by the 21st of the month prece
the operating month so that they will
data on projected aggregate usage and
identify potential periods when Transf
Capability can be bought and sold amon
the Members and between TANC and other
Participants.
Those Members who have made buy/sell
arrangements for Transfer Capability w
notify the TANC Coordinator of these
arrangements and of their effective ti
frames by the 2.4th of the month prece
the operating month.
This new data will be utilized by the
Coordinator to prepare a revised docum
that defines the projected use of the
Project by Member, and on an aggregate
TANC basis, for each hour of the three
day -types specified above and such dat
will be made available to the Members.
document will also quantify any amount
unneeded Transfer Capability and perio
of time when additional Transfer
Capability could be utilized by TANC o
Member.
If any of the foregoing dates falls on
weekend or holiday, the submittal steal
be made by the work day immediately
preceding the weekend or holiday.
ME
I
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
9
2.3 Current Oneratina Month
2.3.1 Data for the current operating month will
be contained on a dedicated computerized
"bulletin board" that will specify Member
use, and to the extent available
Participant use, of Transfer capability
on an hourly basis for the month. This
data will be the same as that prepared
for the "Next Operating Month" as
described in Section 2.2 above.
2.3.2 Using the data on the bulletin board the
Members or their designated agents may
make Transfer Capability buy/seil
arrangements among themselves and will
notify the TANC Coordinator of any change
required to the bulletin board as soon as
practicable after making such change.
TANC CURTAILMENT NOTIFICATION PROCEDURES
3.1 Curtailment Notification Procedure (Prescheduled) -
The TANC Coordinator shall promptly notify the
Members upon receipt of notice from the Operating
Agent of any scheduled curtailment of Transfer
Capability. The TANC Coordinator may advise the
Members of adjustments to Transfer Capability that
could be made to minimize the effects of the
curtailment on the Members. The steps in this
procedure are as follows:
3.1.1 The Operating Agent notifies the TANC
9M
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
3.2
Coordinator that a curtailment will occur
and the magnitude of the curtailment.
3.1.2 The TANC Coordinator will update the
bulletin board to reflect each Member's
remaining share of Transfer Capability.
3.1.3 The TANC Coordinator will notify each
Member or its designated agent of its
share of the curtailment and may
suggest certain actions (e.g., trading
Transfer Capability) that could be used
to minimize curtailment impacts.
3.1.4 In each event of a prescheduled
curtailment where TANC still has
sufficient Transfer Capability for the
aggregate power —schedules of the
Members, by mutual agreement a Member
may utilize another Member's unused
share of Transfer Capability in order
to avoid a curtailment.
Curtailment Notification Procedure (Real -Time) -
The Members anticipate that (i) the Operating Agent
will notify the TANC Coordinator of real-time
curtailments to Transfer Capability, (ii) the TANC
Coordinator will communicate and coordinate real-
time curtailments to Transfer capability with the
Members; and (iii) the Operating Agent will also
notify Members or their designated agents directly
of a real-time curtailment of Transfer Capability.
Each Member or its designated agent will be
responsible for communicating and
ME
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
coordinating real-time power schedule curtailments
and all changes in schedules due to curtailments
occurring in real-time pursuant to its separate
agreements with other entities. The IANC
Coordinator shall maintain the bulletin board,
based on information received from the Operating
Agent on a real-time basis. It is the intent of
the Members to share the use of Transfer
Capability in order to avoid curtailments to the
extent possible without jeopardizing service to
their own customers.
3.2.1 Using the data on the bulletin board, the
Members may make Transfer Capability
buy/sell arrangements among themselves
and will make appropriate arrangements
relative to changes in the amount of
reserved transmission capacity and the
corresponding power schedule changes
pursuant to their separate agreements
with other entities.
3.2.2 The Members will notify the IANC
Coordinator of any changes in the
amount of Transfer Capability they have
reserved. The TAMC Coordinator will
update the data on the bulletin board.
ME
I
pi
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
10
11
12
13
14
15
m
AMENDMENT NO. 1
PROJECT AGREEMENT NO. 3
BETWEEN AND AMONG
AND ITS MEMBERS
This Amendment No. 1 to Project Agreement No. 3 ("Agreement") by
and among the Transmission Agency of Northern California, hereinafter
referred to as "IANC," 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, hereinafter referred to as
"Members," is hereby made and entered into as of
("Amendment Effective Date"), based upon the following:
RECITALS
2026
WHEREAS, IANC and its Members desire to modify certain
provisions of the Agreement as provided herein;
WHEREAS, TAMC and its Members seek to clarify that changes to
Transfer Capability may be made without formally amending the
Agreement.
NOW THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, IANC and
its Members agree as follows:
41 z10 41 z
1. The Table of Contents is revised to delete "Participation
Percentages" and replace it with "Participation Percentages
(N -S)" as Appendix C.
2. The Table of Contents is revised to add as Appendix C-1
"Participation Percentages (S -N)", following Appendix C:
Participation Percentages (N -S).
3. The Table of Contents is revised to add as Appendix C-2
"Return of Layoff Percentages", following Appendix C-1:
Participation Percentages (S -N).
4. The definition of "Betterment" in Section 1.4 of the Agreement
is revised by deleting the phrase "or sixteen hundred (1600)
megawatts, whichever is less".
5. The definition of "Executive Committee" in Section 1.8 of the
Agreement is deleted in its entirety and replaced with
"[Intentionally omitted]".
6. The definition of "Fiscal Year" in Section 1.9 of the
Agreement is revised by deleting "September" and replacing it
with "June".
7. Section 1.22 of the Agreement is revised to add "and Appendix
C-1" after "Appendix C".
8. Section 1.30 of the Agreement is revised by deleting "Section
15060" and replacing it with "Part 101, Definition 34".
9. Section 2.3.1 of the Agreement is revised to add "and Appendix
C-1" after "Appendix C".
10.Section 2.3.2 of the Agreement is deleted in its entirety and
replaced with the following: "In the event that TANC's
entitlement to Transfer Capability changes, the Members'
Participation Percentages will be unchanged except as
provided in this Agreement. Changes to Members' Participation
Percentages shall be permitted without an amendment to this
Agreement as follows:
2.3.2.1 All revisions of Participation Percentages
pursuant to this Section 2.3.2 shall require an
affirmative vote of the Commission using the voting
procedures provided in the Joint Powers Agreement.
2.3.2.2 Members shall be permitted to revise their
Participation Percentages if one or more Members agree
to accept an offsetting change in Participation
2
Percentage. All Members whose Participation Percentage
change must consent to the change in writing.
2.3.2.3 Members shall be permitted to acquire Transfer
Capability from outside of IANC and transfer that
capability to IANC, without amendment to this Agreement
subject to an affirmative vote of the Commission using
the voting procedures provided in the Joint Powers
Agreement and written consent of the Members acquiring
the Transfer Capability. Participation Percentages of
all Members shall be changed so that the Member acquiring
the Transfer Capability retains its existing Transfer
Capability and obtains the additional Transfer
Capability it has acquired, and is subject to, all the
rights and obligations associated with the transfer.
2.3.2.4 Participation Percentage revisions shall (a)
be recorded with an administrative amendment to
Appendix C and Appendix C-1; and (b) result in the
aggregate Participation Percentages of the Members of
one hundred (100) percent."
11. Section 2.3.3 of the Agreement is revised by deleting "Column
D" and replacing it with "or Appendix C-1".
12. Section 3.1 of the Agreement is revised by deleting "its
Executive Committee or".
13. Section 4.1.1 of the Agreement is revised by deleting "the
California Department of Water Resources,".
14. Section 5.3 of the Agreement is revised by adding an internal
cross-reference to "Section 2.3.2 and" before "Section 8.3".
15. Section 7.4 of the Agreement is revised by deleting ", Column
E" and replacing it with "and Appendix C-1".
16. Section 12.1 of the Agreement is revised by deleting
"telephone or in writing within twenty-four (24 hour}" and
replacing it with "telephone, in writing, or by electronic
media within twenty-four (24) hours" both times this language
is used.
17. Section 16.1 of the Agreement is revised by adding an internal
cross-reference to Section "2.3.2," after "Sections".
I
18. Section 19 of the Agreement is revised to add "C-1, C-2,"
between "Appendices A, B, C," and "D, and E attached ................. ..
M
19. Appendix C of the Agreement is deleted and replaced with the
following table of the Current North to South Participation
Percentages:
New (Entitlement and Scheduling)
TANC
Member
Member MW
MW Scheduling
MW Scheduling
Member
Percentage
Entitlement
Rights
Rights %
(North to South)
(North to South)
(North to South)
SMUD
37.8074%
569.2140
558
37.7793%
MID
23.0546%
347.1014
341
23.0873%
TO
17.1458%
258.1407
253
17.1293%
Santa Clara
9.8108%
147.7077
145
9.8172%
Redding
10.0398%
151.1555
148
10.0203%
Roseville
2.1416%
32.2431
32
2.1666%
Alameda
0.0000%
-
-
0.0000%
Healdsburg
0.0000%
-
-
0.0000%
Lodi
0.0000%
-
-
0.0000%
Lompoc
0.0000%
-
-
0.0000%
Palo Alto
0.0000%
-
-
0.0000%
Plumas
0.0000%
-
-
0.0000%
Ukiah
0.0000%
-
-
0.0000%
Total
100.0000%
1,505.5625
1,477
100.0000%
Scheduling Rights include the 29MW layoff to WAPA
COTP
Participant
Participant MW
MW Scheduling
MW Scheduling
Participants
Percentage
Entitlement
Rights
Rights /o
(North to South)
(North to South)
(North to South)
TANC
88.5625%
1,505.5625
1,477
86.8824%
Western
9.3750%
159.3750
188
11.0588%
PG&E
2.0625%
35.0625
35
2.0588%
Total
100.0000%
1,700.0000
1,700
100.0000%
20. Appendix C-1 is added to the Agreement to include the following
table of the Current South to North Participation Percentages:
TANC Member Member MW MW Scheduling
Member Percentage Entitlement Rights
(South to North) (South to North)
61
SMUD
MID
TO
Santa Clara
Redding
Roseville
Alameda
Healdsburg
Lodi
Lompoc
Palo Alto
Plumas
Ukiah
Total
COTP
Participants
TANC
Western
PG&E
37.8074%
23.0546%
17.1458%
9.8108%
10.0398%
2.1416%
0.0000%
0.0000%
0.0000%
0.0000%
0.0000%
0.0000%
0.0000%
100.0000%
Participant
Percentage
88.5625%
9.3750%
2.0625%
100.0000%
410.17
250.12
186.01
106.44
108.92
23.23
1,084.8906
Participant MW
Entitlement
(South to North)
1,084.8906
114.8438
25.2656
1,225.0000
402.00
245.00
182.00
105.00
107.00
23.00
1,064
MW Scheduling
Rights
(South to North)
1,064
136
1,225
21. Appendix C-2 is added to the Agreement to include the
following table to document the Return of Layoff
Percentages:
22. Appendix E (Billing Addresses of the Parties) of the Agreement
I
B
C
C_
D
E
E
TAN�A-3
:
PA -3 k
�,h-3 Me[e�ts'
agt
ti
�cevagg W
Fm=V
� MW
VA Sc4t�3[Vtrag..:
M b9 MVV
WN :�[itea3wrlg.
ernb
p�,��tfNe
11a+,,
Re.lPA
ifi@'&':
FLIVE
F�T,ceRL3�?5
P&T�^,.i5e6
G[llEfG;l �C
Yn
6d1yPrffi
Faz k32f' fi .:
RN Yt&.
.apv't
C rreett
� �
Na M Wr ,)
asa b Nb hi
is m M,^ n
;.app
SRfi.Tk
3?"i:
a7.%
:.l4�
a le
f;a3
;:@ EtsGRt.:
4n7w.
;U•::
M14 2.
M,
:3: i.
13254P,,
U4902a
t309911
2437%
wTtrw.2%
'5:37372.
.1r
MAIN
f,1,
To
11?353;k.
1714S9a
la3Sti54,3�m9€%.
9'.MWK
UM11%,
L-4.7 T::
M
: IK, LEN
1:1
:S.'k. a
.via' %
9. fi
X?k:'� ..
3MI47i...
3,a
. MOM,
7 A
FL;Ui ".
a,i9:99Rs:
pamw'.5..
a
U.
3,Quuy*
&k k, ah'
.5:,1515::
.98.
u:4. Tom.
U
�R,
2}11 ..
2141RIA
aromftl:
O.=%
3.:.
•; bdxy`',3;
.i:29A
3,':
211w
M
19Nms+Xs:
i.y'=:
C. a
5=u
a
3....
.:"ate
A'.i111
g7
a:<3':.'.s&'..
i
G:`u.5" EN
C .:
- Nss,�.
L=%
I
53.43bifi.
3 EvW^.:.
w.:
i 9a• 5
3
tLl>•i
1 c.M TNS:
5
3:x�
Mine
S9:
0. ma%
z.::
'C1%kz%
.1
'i TIM
r
301E%
Q=%
UMMO,
Q3%"%
3.nE'1.S,
's13191
aE423....
55
315n'eP
'm
Fkie-a.
ltii.?ffi*4.:
p v�..
-515'.55;
a,,
•3.M
Q,AT-
3Ya5T'
:"::
..nTua£i.
spa%
t.
-0Is.M
e
rs
w a
. Y'
:tie,
TMW :
iw. %
: IM
31 .3
3 �
n..:
I'll, M%
'a%1515R5::
RAS.;..
1,684.&t%35
22. Appendix E (Billing Addresses of the Parties) of the Agreement
I
is updated to include the billing address of the Cities of
Alameda, Healdsburg, Lodi, Lompoc, Palo Alto, Redding,
Roseville, Santa Clara, and Ukiah; the Sacramento Municipal
Utility District; the Modesto Irrigation District; and the
Turlock Irrigation District.
Except as set forth herein, all other terms and conditions of the
Agreement shall remain in full force and effect. In case of a
conflict in the terms of the Agreement and this Amendment No. 1,
the provisions of this Amendment No. 1 shall control.
This Amendment will become effective when TANG and its Members
have each signed below and shall be effective as of the Amendment
Effective Date specified above. TANG and its Members intend that
this Amendment shall not bind any Party unless it is executed by
all Parties.
CITY OF ALAMEDA
By:
Name:
Title:
Date:
CITY OF HEALDSBURG
By:
Name:
Title:
Date:
CITY OF LODI
By:
Name:
Title:
Date:
CITY OF LOMPOC
By:
Name:
Title:
Date:
MODESTO IRRIGATION DISTRICT
By:
Name:
Title:
Date:
CITY OF PALO ALTO
By:
Name:
Title:
Date:
CITY OF REDDING
By:
Name:
Title:
Date:
CITY OF ROSEVILLE
By:
Name:
Title:
Date:
SACRAMENTO MUNICIPAL UTILITY
DISTRICT
By:
Name:
Title:
Date:
CITY OF SANTA CLARA
By:
Name:
Title:
Date:
TURLOCK IRRIGATION DISTRICT
By:
Name:
Title:
Date:
CITY OF UKIAH
By:
Name:
Title:
Date:
PLUMAS-SIERRA RURAL ELECTRIC
COOPERATIVE
By:
Name:
I
Title:
Date:
TRANSMISSION AGENCY OF NORTHERN
CALIFORNIA
By:
Name:
Title:
Date:
1C
AMENDMENT NO. 1
PROJECT AGREEMENT NO. 3
BETWEEN AND AMONG
AND ITS MEMBERS
This Amendment No. 1 to Project Agreement No. 3 ("Agreement") by
and among the Transmission Agency of Northern California, hereinafter
referred to as "IANC," 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, hereinafter referred to as
"Members," is hereby made and entered into as of
("Amendment Effective Date"), based upon the following:
RECITALS
2026
WHEREAS, IANC and its Members desire to modify certain
provisions of the Agreement as provided herein;
WHEREAS, TAMC and its Members seek to clarify that changes to
Transfer Capability may be made without formally amending the
Agreement.
NOW THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, IANC and
its Members agree as follows:
41 z10 41 z
1. The Table of Contents is revised to delete "Participation
Percentages" and replace it with "Participation Percentages
(N -S)" as Appendix C.
2. The Table of Contents is revised to add as Appendix C-1
"Participation Percentages (S -N)", following Appendix C:
Participation Percentages (N -S).
3. The Table of Contents is revised to add as Appendix C-2
"Return of Layoff Percentages", following Appendix C-1:
Participation Percentages (S -N).
4. The definition of "Betterment" in Section 1.4 of the Agreement
is revised by deleting the phrase "or sixteen hundred (1600)
megawatts, whichever is less".
5. The definition of "Executive Committee" in Section 1.8 of the
Agreement is deleted in its entirety and replaced with
"[Intentionally omitted]".
6. The definition of "Fiscal Year" in Section 1.9 of the
Agreement is revised by deleting "September" and replacing it
with "June".
7. Section 1.22 of the Agreement is revised to add "and Appendix
C-1" after "Appendix C".
8. Section 1.30 of the Agreement is revised by deleting "Section
15060" and replacing it with "Part 101, Definition 34".
9. Section 2.3.1 of the Agreement is revised to add "and Appendix
C-1" after "Appendix C".
10.Section 2.3.2 of the Agreement is deleted in its entirety and
replaced with the following: "In the event that TANC's
entitlement to Transfer Capability changes, the Members'
Participation Percentages will be unchanged except as
provided in this Agreement. Changes to Members' Participation
Percentages shall be permitted without an amendment to this
Agreement as follows:
2.3.2.1 All revisions of Participation Percentages
pursuant to this Section 2.3.2 shall require an
affirmative vote of the Commission using the voting
procedures provided in the Joint Powers Agreement.
2.3.2.2 Members shall be permitted to revise their
Participation Percentages if one or more Members agree
to accept an offsetting change in Participation
2
Percentage. All Members whose Participation Percentage
change must consent to the change in writing.
2.3.2.3 Members shall be permitted to acquire Transfer
Capability from outside of TANC and transfer that
capability to TANC, without amendment to this Agreement
subject to an affirmative vote of the Commission using
the voting procedures provided in the Joint Powers
Agreement and written consent of the Members acquiring
the Transfer Capability. Participation Percentages of
all Members shall be changed so that the Member acquiring
the Transfer Capability retains its existing Transfer
Capability and obtains the additional Transfer
Capability it has acquired, and is subject to, all the
rights and obligations associated with the transfer.
11. Section 2.3.3 of the Agreement is revised by deleting "Column
D" and replacing it with "or Appendix C-1".
12. Section 3.1 of the Agreement is revised by deleting "its
Executive Committee or".
13. Section 4.1.1 of the Agreement is revised by deleting "the
California Department of Water Resources,".
14. Section 5.3 of the Agreement is revised by adding an internal
cross-reference to "Section 2.3.2 and" before "Section 8.3".
15. Section 7.4 of the Agreement is revised by deleting ", Column
E" and replacing it with "and Appendix C-1".
16. Section 12.1 of the Agreement is revised by deleting
"telephone or in writing within twenty-four (24 hour}" and
replacing it with "telephone, in writing, or by electronic
media within twenty-four (24) hours" both times this language
is used.
17. Section 16.1 of the Agreement is revised by adding an internal
cross-reference to Section "2.3.2," after "Sections".
I
18. Section 19 of the Agreement is revised to add "C-1, C-2,"
between "Appendices A, B, C," and "D, and E attached ................. ..
M
19. Appendix Cis deleted and replaced with the
following table of the Current North to South Participation
Percentages:
New (Entitlement and Scheduling)
TANC
Member
Member MW
MW Scheduling
MW Scheduling
Member
Percentage
Entitlement
Rights
Rights %
(North to South)
(North to South)
(North to South)
SMUD
37.8074%
569.2140
558
37.7793%
MID
23.0546%
347.1014
341
23.0873%
TID
17.1458%
258.1407
253
17.1293%
Santa Clara
9.8108%
147.7077
145
9.8172%
Redding
10.0398%
151.1555
148
10.0203%
Roseville
2.1416%
32.2431
32
2.1666%
Alameda
0.0000%
-
-
0.0000%
Healdsburg
0.0000%
-
-
0.0000%
Lodi
0.0000%
-
-
0.0000%
Lompoc
0.0000%
-
-
0.0000%
Palo Alto
0.0000%
-
-
0.0000%
Plumas
0.0000%
-
-
0.0000%
Ukiah
0.0000%
-
-
0.0000%
Total
100.0000%
1,505.5625
1,477
100.0000%
Scheduling Rights include the 29MW layoff to WAPA
COTP
Participant
Participant MW
MW Scheduling
MW Scheduling
Participants
Percentage
Entitlement
Rights
Rights /o
(North to South)
(North to South)
(North to South)
TANC
88.5625%
1,505.5625
1,477
86.8824%
Western
9.3750%
159.3750
188
11.0588%
PG&E
2.0625%
35.0625
35
2.0588%
Total
100.0000%
1,700.0000
1,700
100.0000%
20. Appendix C-1 is added �.r.', to include the following
table of the Current South to North Participation Percentages:
TANC Member Member MW MW Scheduling
Member Percentage Entitlement Rights
(South to North) (South to North)
61
SMUD 37.8074% 410.17 402.00
MID
TO
Santa Clara
Redding
Roseville
Alameda
Healdsburg
Lodi
Lompoc
Palo Alto
Plumas
Ukiah
Total
COTP
Participants
TANC
Western
PG&E
23.0546%
17.1458%
9.8108%
10.0398%
2.1416%
0.0000%
0.0000%
0.0000%
0.0000%
0.0000%
0.0000%
0.0000%
100.0000%
Participant
Percentage
88.5625%
9.3750%
2.0625%
100.0000%
250.12
245.00
186.01
182.00
106.44
105.00
108.92
107.00
23.23
23.00
1,084.8906
Participant MW
Entitlement
(South to North)
1,084.8906
114.8438
25.2656
1,225.0000
1,064
MW Scheduling
Rights
(South to North)
1,064
136
25
1,225
21. Appendix C-2 is added to include the
following table to document the Return of Layoff Percentages:
[ kb"TAM1dCP AP,1r PWM ag+ti-m,t 99g'.
22. Appendix E (Billing Addresses of the Parties) of the Agreement
I
A
B
G
C
-
E
E
Bme
Tu'�T�G -wP,a
Rh. -3 P.�PeTlr r
PA-'3pR@eRaYaer
I_agm
�st>a carr
- ar �?i'a rc.§3eerr
rage
?tiyN'N
k'k4 ""dkE54Mk§ .
µ
V MW
4SMedwirg
F 2i 2
�n",a
o
sdcn
En'a V?f t
R7 ti
Eas7 rrre l
RIP%
.
PM La 1'
Gitrrarte
rcenra
PeY+xrtG s:
a�
Gart qt
=maxr:•-1h,
, >m
bml
wsma�, �n�itt:F.
ta�R
UA - 0
^.553551:
17A71%
2.§53.z%
SEMI,
35: •"::
.3h3:
.^'a.`i S!n 3.
2e
NBD
aY'
T325,45%:.
§r °R.fl.'9A
1.
d.A*3M
:M, Ea3h'°e�i
.'315',: J`:.
3
? 2i:a+#
mi
Td
8i:c333'Sd..
GT 459%
0-89 Y4
ZYA316
1 5333*�L
L W%
IM.7 t
S']=
t,a:".s4
.
a✓on;,:
S;C'S.'=.151.
a31Wf4:.
1.
1QA18E%
233an
3§5:
:..'4a. DKII
'il
Coma%
ID
[a3 tk#m4bs
x. t4.§:
W
!t -Noa.
kaf'
71"I ..
:.13153§:
',i .<
Cl M.
M
1A4A%
13. wal
K
23,2244...
23
+8s1.Y1a:
I
n MOM
-r=moi d1.
Rl.= �
+3:.:
42.1'a''%
i94"a.V:.
La
11,39:M
n
3
'I:M"A
C.. :".13MI'M..
3
IMEMLV.
.. 23..
1 :...
i9.5'``°A,:
C
-2, M'.:,
a %
§.,.
5l:9§§"�
..5'315
x
7.
Gm
o
C.3=%
-3 sat 53h.
:ifsi`"§
H -="A...
SE
M:Y`.4?
1..:
0'amula
11.=%
�i:FT
Lkw
ats45a
a 1
11
y
T.W
l
ai
0
a .
Lla, I%
,5
..
s, tea.5s
cri�a
[ kb"TAM1dCP AP,1r PWM ag+ti-m,t 99g'.
22. Appendix E (Billing Addresses of the Parties) of the Agreement
I
is updated to include the billing address of the Cities of
Alameda, Healdsburg, Lodi, Lompoc, Palo Alto, Redding,
Roseville, Santa Clara, and Ukiah; the Sacramento Municipal
Utility District; the Modesto Irrigation District; and the
Turlock Irrigation District.
Except as set forth herein, all other terms and conditions of the
Agreement shall remain in full force and effect. In case of a
conflict in the terms of the Agreement and this Amendment No. 1,
the provisions of this Amendment No. 1 shall control.
This Amendment will become effective when TAMC and its Members
have each signed below and shall be effective as of the Amendment
Effective Date specified above. TANG and its Members intend that
this Amendment shall not bind any Party unless it is executed by
all Parties.
CITY OF ALAMEDA
By:
Name:
Title:
Date:
CITY OF HEALDSBURG
By:
Name:
Title:
Date:
CITY OF LODI
By:
Name:
Title:
Date:
CITY OF LOMPOC
By:
Name:
Title:
Date:
MODESTO IRRIGATION DISTRICT
By:
Name:
Title:
Date:
CITY OF PALO ALTO
By:
Name:
Title:
Date:
CITY OF REDDING
By:
Name:
Title:
Date:
CITY OF ROSEVILLE
By:
Name:
Title:
Date:
SACRAMENTO MUNICIPAL UTILITY
DISTRICT
By:
Name:
Title:
Date:
CITY OF SANTA CLARA
By:
Name:
Title:
Date:
TURLOCK IRRIGATION DISTRICT
By:
Name:
Title:
Date:
CITY OF UKIAH
By:
Name:
Title:
Date:
PLUMAS-SIERRA RURAL ELECTRIC
COOPERATIVE
By:
Name:
I
Title:
Date:
TRANSMISSION AGENCY OF NORTHERN
CALIFORNIA
By:
Name:
Title:
Date:
1C