HomeMy WebLinkAbout08/14/2007, BUS. 3 - AMENDMENT NO. 2 TO NACIMIENTO WATER DELIVERY ENTITLEMENT CONTRACT council M
Aug. 14, 2007
j acEnaa Repoizt I1.Nd. 3
CITY OF SAN LUIS OBISPO
FROM: John Moss, Utilities Director
Prepared By: Gary W. Hend son, Water Division Manager a4k' �
SUBJECT: AMENDMENT NO. 2 TO NACB)IIENTO WATER DELIVERY
ENTITLEMENT CONTRACT
CAO RECOMMENDATION
Adopt a resolution approving disclosure of financial and other related information regarding the
City of San Luis Obispo and approving the second amendment to the Nacimiento Water Delivery
Entitlement Contract with the San Luis Obispo County Flood Control and Water Conservation
District and authorize the Mayor to execute the amendment.
DISCUSSION
On June 29, 2004, the City Council adopted a resolution approving the agreement with the San
Luis Obispo County Flood Control and.Water Conservation District for the design, construction
and operations of the facilities required for the delivery of 3;380 acre-feet of water per year to the
City of San Luis Obispo from the Nacimiento Water Project. The project is currently out to bid
with the final bid package opening on August 16, 2007.
Project Financing
The project will be funded through the issuance of municipal bonds by the San Luis Obispo
County Flood Control and Water Conservation District (District), for the benefit of the project
participants. The documents necessary for the bond issuance require disclosure of financial and
other related information for each agency. This information has been provided to the bond
underwriters and may require minor revisions prior to issuance of the documents. The attached
resolution authorizes the City Administrative Officer, the Director of Finance and Information
Technology, or their designee to approve revisions to the documents as necessary.
Contract Amendment
The Water Delivery Entitlement Contract for the Nacimiento Water Project was originally
approved by the City Council in June of 2004 and the first amendment to the contract was
approved by Council on April 5, 2005.
The second amendment to the Water Delivery Entitlement Contract is included as Attachment 2
to this report. The main factors driving the proposed amendments are shown below and
discussed in more detail in the following sections. In addition to these changes, minor revisions
were made to correct or add new definitions, correct typographical errors and revise the project
i
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Amendment No.2 to Nacimiento Water Supply Agreement Page 2
"unit" descriptions due to relocation of the middle pump station from Camp Roberts to the Paso
Robles area.
1. Revise the Commission Membership (Article 33)
2. Change the instantaneous flow and monthly volumes for Paso Robles, Atascadero, and
Templeton based on a requested increase in their"peaking factor" (Article 6)
3. Change how the Coverage Factor is accounted for by each participant (Article 20)
Commission Membership (Article 33)
The Nacimiento Project Commission is identified in the original contract as an advisory body to
the District on matters pertaining the Nacimiento Water Project. The Commission membership
includes a representative appointed by each participating agency and one representative from the
Board of Supervisors. Over the past year, the Commission has discussed the issue of
membership on the Commission in light of other agency interest in becoming participants in the
project. The Commission was concerned that in the future, as new participants joined the
project, the Commission would become too large and therefore recommended the changes
included in this second amendment to limit the size of the future Commission. The proposed
revisions were crafted based on direction from the Commissioners and will limit the ultimate
Commission size to seven representatives. The four original participants and the Board of
Supervisors representative will remain on the Commission. Two additional representatives may
be added in the future as new participants become involved. in the project. The language
proposed for membership requires that new participants must have an entitlement of at least 500
acre feet from the project to be allowed representation on the Commission. Once the
Commission membership reaches seven, no new representatives will be added to the
Commission.
Flow and Monthly Volumes (Article 6)
The original contracts for the Nacimiento Project included water delivery "peaking factors" for
each agency. At a minimum, all agencies have a "peaking factor" of 1.1 to account for annual
maintenance for the pipeline and pump facilities. This allows increased deliveries during normal
operations to make up for deliveries not made during these maintenance periods. Each agency
was asked to identify any additional peaking needs that they may have based on their specific
water resource needs. Any additional costs associated with an increased peaking factor are borne
by the agency requesting the increase. The City of San Luis Obispo has not requested an increase
above the original 1.1 peaking factor. The City of Paso Robles, the Atascadero Mutual Water
Company, and Templeton Community Services District have requested increases in the peaking
factor which are reflected in their contract amendments.
Coverage Factor(Article 20)
Article 20 of the original contract has been modified to be consistent with language in the bond
documents relative to coverage requirements for future payments. The bond covenants typically
require that agencies demonstrate that there are adequate revenues available to meet the financial
obligations associated with the bonds. This typically requires agencies to annually set water rates
Amendment No. 2 to Nacimiento Water Supply Agreement Page 3
at levels that will fully cover operations and maintenance plus 125% of annual debt service
payments.. The proposed revisions to the contract language will allow agencies to use reserves in
their water funds to meet the additional 25% coverage requirement, i.e. the amount beyond 100%
of debt service costs. This change will be very beneficial to the agencies who otherwise would
have had to set water rates to generate additional revenue each year above those necessary to
meet annual costs; and it is similar to coverage requirements included in the City's water-related
bond documents.
Summary
The attached resolution will authorize disclosure of certain financial and related information
regarding the City of,San Luis Obispo and approve the execution of the second amendment to the
Nacimiento Water Delivery Entitlement Contract. The amendments as discussed above, will
benefit the City and other participating agencies involved in the Nacimiento Project.
CONCURRENCES
The City Attorney has reviewed the amendment to the contract and concurs with the proposed
changes.
FISCAL IMPACT
Approval of the amendment to the contract will provide the City greater flexibility associated
with its water rate setting process and paying for its share of the project costs.
ALTERNATIVES
Do not approve the amendment. This would limit the options available to the City for setting
water rates in the future, requiring rates to be set at higher levels. This alternative is not
recommended.
ATTACHMENTS
1. Resolution approving certain disclosure and approving the second amendment to the
Nacimiento Water Delivery Entitlement Contract.
2: Second Amendment to the Water Delivery Entitlement Contract between the City of San
Luis Obispo and the San Luis Obispo County Flood Control and Water Conservation
District.
AVAILABLE FOR REVIEW IN THE COUNCIL OFFICE
1. Preliminary Official Statement
2. Continuing Disclosure Agreement
.3 -3
RESOLUTION NO. (2007 Series)
A RESOLUTION OF THE COUNCIL OF THE CITY OF SAN LUIS OBISPO IN
CONNECTION WITH THE NACIMIENTO WATER PROJECT,APPROVING CERTAIN
DISCLOSURE REGARDING THE CITY OF SAN LUIS OSBISPO AND APPROVING AN
AMENDMENT TO THE WATER SUPPLY CONTRACT WITH THE SAN LUIS OBISPO
COUNTY FLOOD CONTROL AND WATER CONSERVATION DISTRICT
WHEREAS, the Council of the City of San Luis Obispo ("City") has heretofore entered into
a Nacimiento Project Water Delivery Entitlement Contract (the "Delivery Contract") with the San
Luis Obispo County Flood Control and Water Conservation District (the "District"), in connection
with the Nacimiento Water Project (the "Project") for the supply of additional water for the use and
benefit of the lands and inhabitants served by the City; and
WHEREAS, the District and the SLO County Financing Authority (the "Authority") are
ready to proceed with the financing of the Project in the municipal bond markets (the "Bond Issue")
through the issuance and sale of Municipal Obligations (as defined in the Delivery Contract); and
WHEREAS, in connection with the financing of the Project, the City has been presented
with a form of Preliminary Official Statement, together with an appendix containing statistical and
other descriptive information regarding the City (the "Appendix") and a form of Continuing
Disclosure Agreement(the "Continuing Disclosure Agreement"); and
WHEREAS, the District has proposed that the City would benefit from certain amendments
to the Delivery Contract, having the effect of reducing the annual rate levels for water sales by the
City and, to that end, this Council has been presented with an amendment to the Delivery Contract
(the "Delivery Contract Amendment"), and wishes to approve such amended terms.
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of San Luis Obispo
to adopt a resolution as follows;
SECTION 1. The foregoing recitals are true and correct.
SECTION 2. UBS Securities LLC, as underwriter for the Authority (the "Underwriter") is
authorized to use a Preliminary Official Statement and Official Statement, each containing an
Appendix A (or a revised form thereof) describing certain statistical and other information of the
City in the marketing and sale of the Authority's 'Revenue Bonds (the "Bonds"), based upon
information provided and to be provided by the City, with such changes from the form of
Preliminary Official Statement submitted to this Council as the City Administrative Officer, Director
of Finance and Information Technology, or a designee thereof (each, an "Authorized
Representative") may determine to be in the best interests of the City. The City shall be responsible
for notifying the Authority and the Underwriter should any information regarding the City in said
Appendix materially change from the time of submission to the closing date of the Bond Issue.
SECTION 3. The form of Continuing Disclosure Agreement presented to and reviewed by
this meeting of the City Council is hereby approved, and the Authorized Representative of the City is
hereby authorized and directed to execute and deliver a Continuing Disclosure Agreement,
substantially in the form presented to and approved at this meeting of the Council, with such changes
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Resolution No. (2007 Series)
Page 2
therein as the Authorized Representative and the District may approve, such approval to be
evidenced by the signature of said Authorized Representative.
SECTION 4. The terms and provisions of the Delivery Contract Amendment, as presented
to and reviewed by this meeting of the City Council, are hereby approved, and the Mayor is hereby
authorized and directed to execute the amendment to the Contract in the name and on behalf of the
City.
SECTION 5. The Authorized Representatives of the City are hereby authorized and
directed, for and in the name and on behalf of the City of San Luis Obispo, to do or cause to be done
any and all things and take any and all other actions in support of the issuance of the Municipal
Obligations, including, without limitation, the execution of certificates and ancillary documents and
the delivery of opinions on behalf of the City as may be reasonably required by the District, which
they, or any of them, deem necessary or advisable in order to consummate the purposes described
herein.
SECTION 6. This resolution shall take effect immediately upon its adoption..
Upon motion of seconded by
and on the following vote:
AYES:
NOES:
ABSENT:
The foregoing resolution was adopted this day of 200x.
Mayor David F. Romero
ATTEST:
Audrey Hooper
City Clerk
APPROVED AS TO FORM:
Jo athan . Lowell
Cit orney
4S,.T1 -AAM -c 2
SECOND AMENDMENT TO
NACIMIENTO PROJECT
WATER DELIVERY ENTITLEIWENT CONTRACT .
This Second Amendment to the Nacimiento Project Water Delivery Entitlement Contract
("Amendment No. 2") is entered into by and between the San Luis Obispo County Flood Control
and Water Conservation District, a Flood Control and. Water Conservation District duly
established and existing under the San Luis Obispo County Flood Control and Water
Conservation Act, Act 7205 of the Uncodified Acts of the California Water Code (the
"District"), and the City of San Luis Obispo, a chartered city and municipal corporation of the
State of California (the "Participant"), as of the 2007 Effective Date identified below, and is
undertaken with regard to the following facts:
RECITALS:
WHEREAS, the Participant has contracted with the District pursuant to that certain
Water Delivery Entitlement Contract, approved by the District with the Effective Date of
August 17, 2004, as amended by the Memorandum of Understanding (First Amendment to
Nacimiento Project Water Delivery Entitlement Contract) dated May 24, 2005, (collectively, the
"Contract"); and
WHEREAS, the Contract requires the Participant, inter alia, to establish, fix and collect
rates and charges from its Water Enterprise customers at certain levels; and
WHEREAS, the Participant has requested, and the District has agreed, that certain
available moneys of the Participant be applied as a credit towards such rates and charges, in
order to relieve the burden on its customers of servicing the Municipal Obligations (as defined in
the Contract); and
WHEREAS, the Participant and the District now wish to use this Amendment No. 2 to
effect an amendment to the Contract to reflect the foregoing credit; and
WHEREAS, in compliance with Article 33 of the Contract, the Nacimiento Project
Commission has been established; and
WHEREAS, in compliance with Article 32 of the Contract, all Other Participants are also
being provided with an Amendment No. 2 (each, an "Other Amendment No. 2"), all of which
shall be executed by the respective Other Participants as a condition to the effectiveness hereof;
and
WHEREAS, the parties agree that the following amendments are appropriate to elaborate
upon existing language,remove redundant language, and otherwise amend the Contract;
NOW, THEREFORE,be it agreed and understood by the parties hereto, as follows:
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Section 1. Recitals, Defined Terms. The foregoing recitals are true and correct. The
parties hereby agree to amend the Contract as set forth herein. Capitalized terms used but not
defined herein shall have the meanings ascribed thereto in the Contract. (Any "Amendment
Note" set forth in italics herein shall not constitute an actual amendment to the Contract, but is
simply included to provide further description of an amendment.)
Section 2. Replaced Definitions. The definitions of the following terms shall replace
the definitions of the same terms within Article 1 of the Contract.
"All Participants" or "Participants" shall mean. all Initial Participants and all New
Participants.
"Construction Phase" shall mean the period of time following the opening of the first
group of Construction Bids resulting in the award of a construction contract for all, or a sub-
phase of, the Nacimiento Project. During the Construction Phase, the District shall apply the
proceeds of the Municipal Obligations to pay the Nacimiento Project Costs. The Construction
Phase shall end no later than the first Fiscal Year during which Delivery Entitlement is made
available to the Participant. The District shall provide written notice. to the Participant upon the
end of the Construction Phase.
"Costs" shall include the following terms, each of which is separately defined herein:
Additional Capital Project Costs; Nacimiento Project Construction Costs; Master Water Contract
Costs; Nacimiento Project Costs; Reserved Capacity Construction Cost; and Variable Energy
Costs.
"Master Water Contract" shall mean that certain Agreement, entered into by and between
the District and the Monterey County Water Resource Agency (the "Monterey Water Agency"),
successor to the Monterey County Flood Control and Water Conservation District, on October
19, 1959, and all amendments thereto.
"Nacimiento Project Construction Costs" shall mean all of the costs relating to the
construction of any portion of the Nacimiento Facilities, including, but not necessarily limited to,
costs relating to design, engineering, planning, environmental permitting, rights-of-way
acquisition, equipping new facilities and/or construction efforts, Project Administration Costs,
installation, grading, razing and building the Nacimiento Facilities and all costs related thereto. It
shall have three components- Environmental Mitigation Construction Cost, Reserved Capacity
Construction Cost, and All Other Construction Costs.
"Nacimiento Project Costs" shall be as described in Article 16(B).
"Nacimiento Project Water" shall mean, in each Water Year, the Total Delivery
Entitlement Obligation plus the Reserve Water, but not more than Fifteen Thousand Seven
Hundred Fifty (15,750) Acre-Feet ofNacimiento Reservoir Water. Nacimiento Project Water is
the source,of the Delivery Entitlement, Surplus Water and Reserve Water.
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"Other Participant" shall mean any other water-distributing public agency of-the State of
California, city, mutual water company or other entity established under the laws of the State of
California, which, having the legal.power to do so, executes a Water Delivery Entitlement
Contract substantially identical to this Contract(as it may be amended from time to time) for the
delivery of water from the Nacimiento Facilities (a "Like-Contract"), except for Participant
information, dates, Unit Participations, Participant's Unit Percentage Share and Delivery
Entitlement Share, other than for the purpose of purchasing Surplus Water.
"Participation" includes the following .types of participation in the purchase of
Nacimiento Project Water, each of which is separately defined herein: All Participants;
Participants; Delinquent Participant; Initial Participants; New Participants; Non-Delinquent
Participants; Other Participants and Participant.
"Prior Commitment Water" shall mean One Thousand Seven Hundred Fifty (1,750)
Acre-Feet of Nacimiento Reservoir Water available to the District each Water Year from the
Nacimiento Reservoir under the terms of the Master Water Contract that has been committed to
persons and entities other than the Participant and the Other Participants.
"Unit Percentage Share" shall mean the Participant's pro rata share of the Capital
Reserve Costs, the Operation and Maintenance Costs and All Other Construction Costs
component for each Unit and as set forth in Article 16(C)(1) 'and 16(C)(3)(c) herein; or, in the
context of a Like-Contract with any Other Participant, the term "Unit Percentage Share" shall
mean and refer to the correlative pro rata share of such Other Participant or Participants.
Section 3. Added Definitions. The following definitions shall be added to the
Article 1 of the Contract.
"All Other Construction Costs" shall mean all Nacimiento Project Construction Costs
expended or incurred by the District that do not constitute an Environmental Mitigation
Construction Cost or a Reserved Capacity Construction Cost.
"Available Capital Reserves" shall mean amounts maintained by the Participant for its
Water Enterprise for capital reserves, including unreserved, unrestricted working capital balances
in the funds established for the Water Enterprise, including allowances for contingencies, as of
each Calculation Date.
"Calculation Date" shall mean the date that is five (5) Business Days prior to each Due
Date hereunder.
"Commissioner" shall mean a member of the Commission.
"Elieible Participant" shall be as described in Article 33(E).
"Environmental Mitigation Construction Cost" shall mean those costs expended or
incurred by the District relating to the District's efforts to comply with any applicable permits or
regulations relating to any mitigation of impacts on the environment resulting from the
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Nacimiento Project. These costs may occur prior to, during, or after construction of the
Nacimiento Facilities.
"Like-Contract" shall be as described within the definition for"Other Participant."
"Nacimiento Project Commission"—see definition for"Commission."
"Operation and Maintenance Phase" shall mean the period of time beginning at the
conclusion of the Construction Phase and continuing through the term of this Contract.
"Participants"—see definition for"All Participants.
"Project Administration Costs" shall mean those costs expended or incurred by the
District relating to the administration or management of the Nacimiento Project or the
Nacimiento Facilities, including, but not limited to, costs relating to accounting services, legal
services, risk management, insurance, and claims. Project Administration Costs occur during the
Design Phase, Construction Phase, and Operation and Maintenance Phase.
"Reserved Capacity Construction Cost" shall mean costs expended or incurred by the
District on the Nacimiento Facilities in order to be capable of conveying and delivering the
Reserve Water.
"Technical Support Group" shall mean that.group of representatives from the District and
the Participants who have been assigned by their respective organizations to consult as a group
on technical and policy matters in support of the Nacimiento Project and the Nacimiento Project
Commission.
Section 4. Amendment to Article 4. In the last sentence of the first paragraph of
Article 4(B), insert the words "and interest accrued thereon" after the words "...all revenues
received."
Section 5. Amendment to Article 6. In Article 6(A), delete the first sentence and
replace with the following sentence: "Subject to the provisions of Article 14(D), and so long as
water is made available to the District under the Master Water Contract, the District shall make
available to the Participant, in each Water Year, the Delivery Entitlement specified in Table 1."
In Article 6(B), change all references of"5.1 cubic feet per second" (occurs three times)to "that
specified in Table 1" and change all references of"310 acre-feet" (occurs two times) to "that
specified in Table 1."
In Article 6(C), change all to read "The District is under no obligation to the Participant
to deliver the Delivery Entitlement at any particular head or pressure."
Section 6. Amendment to Article 16. Under Article 16(B), delete items "(8) Reserved
Capacity Costs;"and"(9) Environmental mitigation costs;", and re-identify item(10) as item(8)..
(Amendment Note: Since these deleted items are components of the "Nacimiento Project
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Construction Costs, " their inclusion as separate items under Article 16(B) is unnecessary and
redundant.)
Under Article 16(C)(1), the last sentence of the first paragraph and the entire table shall
be deleted and replaced as follows: "The Participant's Unit Percentage Share of Capital Reserve
Costs and Operation and Maintenance Costs is specified in Table l."
Under Article 16(C)(3)(a), all occurrences of the word "Component" shall be replaced
with the word."component". Delete the last sentence and replace with the following sentence:
"The Delivery Entitlement Share apportioned to the Participant for the Environmental Mitigation
Construction Cost component is specified in Table 1."
Under Article 16(C)(3)(b), all occurrences of the word "Component" shall be replaced
with the word "component". Delete the last sentence and replace with the following sentence:
"The Delivery Entitlement Share apportioned to the Participant for the Reserved Capacity
Construction Cost component is-specified in Table l."
Under Article 16(C)(3)(c), all occurrences of the word "Component" shall be replaced
with the word "component". The last sentence of the first paragraph and the entire table shall be
deleted and replaced as follows: "The Participant's Unit Percentage Share of All Other
Construction Costs is specified in Table 1."
In the first sentence of Article 16(C)(4), insert the phrase "per Article 16(C)(3)" after the
words "...proportion ofNacimiento Project Construction Costs."
Section 7. Amendment to Article 17. Under Article 17(A)(4), change the reference
of"Article 16(C)(3)"to "Article 16(C)(4)."
Under Article 17(A)(5), change the reference of"Article 16(C)(4) to"Article 16(C)(5)."
Under Article 17(B)(1), change the reference of"Article 16(C)(3)"to "Article 16(C)(4)."
Under Article 17(B)(2), change the reference of"Article 16(C)(3)"to "Article 16(C)(4)."
Under Article 17(B)(3), change the capitalized word "Component" to the uncapitalized
word "component" (two occurrences). Change the reference of "Article 16(C)(3)(a)" to
"Article 16(C)(3)(b)!'
Under Article 17(B)(5), change the capitalized word "Component" to the uncapitalized
word "component" (two occurrences). Change the phrase "Unit Percentage Share" to read
"Delivery Entitlement Share."
Section 8. Amendment to Article 20. Under Article 20(B), change the reference of
"Article 16(C)(3)"to "Article 16(0)(4)."
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Delete Article 20(C) and replace with the following: "(C) The Coverage Factor for the
amounts allocated to the Participant as the Participant's share of Capital Projects Installment
Debt Service under Article 16(C)(4)hereof,provided, however, that there shall be credited
towards compliance with the Coverage Factor requirement all Available Capital Reserves
of the Participant; and"
At the end of Article 20, add the following new sentence: "Notwithstanding the
provisions of paragraph (C) above, the Participant shall be permitted to withdraw and apply
Available Capital Reserves for its operational and capital needs from time to time during any
Water Year."
Section 9. Amendment to Article 21. Under Article 21(H), change the reference of
"Article 16(C)(3)"to "Article 16(C)(4)."
Section 10. Amendment to Article 24. Under Article 24(A), change the reference
of"Article 16(C)(3)"to "Article 16(C)(4)."
Section 11. Amendment to Article 25. Under Article 25(B), change the two
references to "Article 16(C)(3)" to "Article 16(C)(4)."
Under Article 25(C), change "... and payable to the District by the responsible
Delinquent Participant or Participants..." to "... and payable to the District by the responsible
Delinquent Participant(s)..." (Amendment Note: The bold emphasis is only added for clarity of
the change). Also under Article 25(C), change the reference to "Article 16(C)(3)" to "Article
16(C)(4):"
Section 12. Amendment to Article 26. Under Article . 26(B)(5), change the
reference to "Article 16(C)(3)"to"Article 16(C)(4)."
Section 13. Amendment to Article 33. Delete all paragraphs of Article 33 and replace
with the following:
The Initial Participants and the District hereby establish the Nacimiento Project
Commission.
(A) Commission Membership. The Commission shall have a maximum number of
seven Commission seats. Each seat shall be held by a Commissioner as described herein:
(1) Commission membership shall be determined as follows: four seats shall
be held by the four Initial Participants as of the Effective Date; one seat shall be held by
the District representative; and a maximum of two seats shall be held by New Participants
who have each executed a Like-Contract for a minimum Delivery Entitlement equal to or
greater than five-hundred(500) acre-feet per year.
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(2) A New Participant shall have a Commissioner on the Commission only if
there is a vacant seat on the Commission and the conditions describedherein are
satisfied.
(3) Once the seventh seat on the Commission has been filled, the Commission
membership is.full and no New Participant shall appoint a Commissioner to, or have a
voting right on, the Commission. Voting rights will be fixed once the seventh seat on the
Commission has been filled, until such time as membership changes pursuant to
Paragraph 33(E) below or the Delivery Entitlement changes for any of the Participants
who are seated on the Commission.
(4) The governing body or board of each Participant eligible for a seat on the
Commission shall provide the District with written notice of the identity of the primary
person (and one alternate if so desired) who will represent that Participant as a
Commissioner on the Commission, and the effective date of the appointment. All
Commissioners and their alternates shall annually file a Statement of Economic Interests
(Amendment Note: commonly referred to as a Conflict of Interest Statement) with the
Office of the County Clerk-Recorder. All Participants are encouraged to appoint a
representative to the Technical Support Group regardless of whether they have a seat on
the Commission.
(B) Commission Meetings. The District covenants and agrees to call a first
organizational meeting of the Commission within thirty (30) days of the Effective Date, in
accordance with law and, particularly, the provisions of the Ralph M. Brown Act. The
Commission shall meet at such intervals and at such places as it shall determine.
(C) Purpose. The purpose of the Commission shall be to review and approve all
substantive matters pertaining to the construction and operations of the Nacimiento Facilities,
including the annual budget per Article 4(C); provided, however, that the Commission shall have
no authority to contract, employ persons, or make expenditures. The Board of Supervisors may
approve, alter, or return any said approval of the Commission. Furthermore; in every case that
the Board of Supervisors alters or returns to the Commission any item or propositionapproved
by the Commission, the Board of Supervisors shall set forth in writing its findings that caused
the Board of Supervisors to alter or return said item or proposition and shall do so only after
holding a public hearing, at which time the Commissioners shall have the right to appear and
address the Board of Supervisors.
(D) Voting. The total number of votes that may be cast on any issue or proposition
considered by the Commission shall be the sum of the voting shares of the Commissioners. Each
Commissioner has a voting share as described herein, and the sum of all Commissioners' voting
shares shall equal one hundred (100). A simple majority of the voting shares is needed to pass
an issue or proposition, unless specified otherwise in the Rules of Procedure or Commission By
Laws.
(1) The District's Voting Share. The voting share of the District's
Commissioner shall be equal to the reciprocal of the total number of filled seats on the
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Commission, multiplied by one hundred (100).-(Amendment Note: As an example, if
there are four (4) seated Participants, then the District's.Voting Share is one-fifth (0.20)
multiplied by one hundred(100)for a result of twenty (20).)
(2) The Participant's Voting Share. The aggregate remaining number of votes
for.the Participants having seats on the Commission is equal to one hundred (100) less
the District's Voting Share. The individual voting share of the Participant's
Commissioner shall be the pro rata of the remaining votes in proportion to the
Participant's Delivery Entitlement to the aggregate sums of all Commissioners' Delivery
Entitlements. (Amendment Note: Expanding on the example given in Article 33(D)(1),
assume the four(4) Participants are known as Participant A, B, C and D, and that
respectively they have 4000-, 3000-, 2000-, and 1000-acre-feet of Delivery Entitlement.
The Voting Share of Participant A would be (4000 acre-feet divided by 10,000 acre-feet)
multiplied by (80 remaining votes)for a total of 32 votes. Similar computations for
Participants B, C, and D would result in their Voting Shares equaling 24, 16, and 8,
respectively.)
(E) Vacating a. Commission Membership Seat. Any of the Participants eligible to
have a Commissioner(hereafter, an "Eligible Participant") may choose to vacate its existing seat
on the Commission or may choose not to appoint a Commissioner to the Commission if that
Eligible Participant submits their request in writing to the Commission and the Commission
accepts and approves the Eligible Participant's request. The written request shall be a letter or a
resolution of the governing board of the Eligible Participant, confirming the request to vacate its
seat on the Commission. Voting rights for all remaining Commissioners would automatically
change in accordance with the requirements specified herein once the Commission has accepted
and approved the vacating request.
Any Commission seat which becomes vacant shall be available to the earliest qualifying
New Participant in accordance with the requirements described herein, and in the chronological
order of the earliest execution of a Like-Contract.
Any Initial Participant which vacates its seat on the Commission has the right to
subsequently regain a vacant seat on the Commission in accordance with the conditions
described herein for a New Participant.
Section 14. Amendment to Exhibits.
Table 1. Table 1 is a new exhibit titled "Parametric Information for the Water Delivery
Entitlement Contract of the Nacimiento Project" and contains numeric information embedded
within the original Agreement that will change as New Participants execute Like-Contracts or
Delivery Entitlement changes with the Participant or Other Participant. The District will provide
a simple change notification letter with an updated Table 1 when there is a parametric change.
EXHIBIT A. The Exhibit A entitled "Unit Descriptions" included with this Amendment
No. 2 shall replace the similar Exhibit A of the Contract in its entirety.
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The reference to "Exhibit A" of that amendment agreement entitled "Memorandum of
Understanding (First Amendment to Nacimiento Project Water Delivery Entitlement Contract)"
and referring to the exhibit entitled "Estimated Design Phase Costs and Cash Contributions"
shall be re-identified as "Exhibit A-MOU."
EXHIBIT B. In Exhibit B, delete the word"Morrow" in the sixth entry and replace with.
the word"Morro."
Section 15. Governing Law. This Amendment No. 2 shall be governed by the
provisions of the laws of the State of California applicable to contracts made and performed in
such State.
Section 16. Counterparts: Entire Contract. This Amendment No. 2 may be executed
in counterparts, each of which shall, together, constitute an entire document. Furthermore,
following-the 2007 Effective Date defined below, the Contract, as amended by this Amendment
No. 2, shall constitute the full and complete Water Delivery Entitlement Contract of the
Participant.
Section 17. 2007 Effective Date. This Amendment No.2 shall become effective as of
the last date upon which the District, the Participant, and the Other Participants shall execute this
Amendment No. 2 or one of the Other Amendment No. 2's, in accordance with Article 32 of the
Contract(the "2007 Effective Date").
Section 18. Ratification. In all other respects, the provisions of the Contract are
confirmed and ratified.
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TABLE 1 Parametric Information for the Water Delivery Entitlement Contract of the
Nacimiento Pro'ect
Date Table 1 is effective: October 24,2006
Reason for Table i Change: Initial Issue. CSA10A added as New Participant
October 24,2006.Moved Unit B to Santa Ysabel.
Name of Participant City of San Luis Obispo
(from Contract front page):
Initial or New Participant Initial Participant
(Article 1 definition):
Delivery Entitlement 3,380
acre-feet each Water Year(Article 6(A)):
Delivery Entitlement Share(Article 1 definition) 35.008%
Nacimiento Project Water 15,750
acre-feet each Water Year(Article 1 definition)
Total Delivery Entitlement Obligation 9,655
acre-feet each Water Year(Article 1 definition):
Reserve Water 6,095
acre-feet each Water Year(Article I definition):
Maximum instantaneous rate of flow 5.1
cubic feet per second(Article 16(B)):
Maximum monthly delivery volume of water 310
acre-feet(Article 16(B)):
Participant's Unit Percentage Share of Capital Participant's Unit Percentage
Reserve Costs and Operation and Share of All Other Construction
Maintenance Costs Costs
Project Segment Article 16(C)(1)) (Article 16 C 3 c
Systemwide For Units A,B and F2: 35.008 N/A
Operating Cost
Unit No.A 35.008 35.008 _
Unit No.Ai. 35.008 35.008
Unit No.B 59.770 47.389
Unit No.C 35.008 35.008
Unit No.C1 35.008 35.008
Unit No.D 59.770 47.389
Unit No.E 62.535 48,772
Unit No.F 99.266 67.137
Unit No.Fl 59.770 47.389
Unit No.F2 99.266 67.137
Unit No.G 99.266 67.137
Unit No.G1 99.266 67.137
Unit No.G2 99.266 67.137
Unit No.H 99.266 67.137
Unit No.HI 99.266 67.137
Unit No.T2 N/A N/A
Unit No.T4 N/A N/A
Unit No.T6 N/A N/A
Unit No.Tl l 99.266 99.266
N/A means Not Applicable.
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EXHIBIT A
UNIT DESCRIPTIONS
Unit A - Lake Nacimiento Intake and Pump Station to Camp Roberts West Property
Line: Shall consist of the raw water intake structure including rights=of--way, intake shaft,
tunnel(s), multi-port underwater intake piping and valves with appurtenances, underwater piping
and appurtenance anchor and support blocks, intake fish screens, a building, pumps, piping,
surge control facilities, access road, screens, gates, valves, controls and communication,
electrical service, instrumentation, grounds, fencing, corrosion control, and appurtenances; and
pipeline from the intake to the Camp Roberts west property line including rights-of-way, road
crossings, controls and communication, instrumentation, air release structures, blowoffs, valves,
vaults, corrosion control, and appurtenances.
Unit Al - Camp Roberts West Property Line to and Including the Camp Roberts Tank:
Shall consist of the pipeline from the Camp Roberts west property line to the Camp Roberts
Tank outlet piping connection to the main pipeline including rights-of-way, road crossings, the
Nacimiento River crossing, controls and communication, instrumentation, air release structures,
blowoffs, valves, vaults, corrosion control, appurtenances, and the Camp Roberts Tank including
rights-of-way, piping and valves, connections to the main pipeline, controls and communication,
instrumentation, electrical service, contusion control and coatings, overflow facilities, access
roads, grounds, fencing, and appurtenances.
Unit C — Camp Roberts Tank Outlet to Monterey Rd / Wellsona• Shall consist of the
pipeline from the Camp Roberts Tank outlet piping connection to the main pipeline to the
intersection of.Old Highway 101 and Monterey Road, including rights-of-way, the highway
crossing, road crossings, controls and communication, instrumentation, air release structures,
blowoffs, valves, vaults, corrosion control,and appurtenances.
Unit C1 —Monterey Rd/Wellsona to Paso Robles Turnout: Shall consist of the pipeline
from the intersection of Old Highway 101 and Monterey Road to and including the mainline
connection "tee" for the Paso Robles Turnout, including rights-o&way, the Salinas River
crossing, railroad crossing, road crossings, controls and communication, instrumentation, air
release structures, blowoffs, valves, vaults,corrosion control, and appurtenances. .
Unit D — Paso Robles Turnout to Templeton CSD Turnout excluding the Santa Ysabel
Pump Station (Unit B): Shall consist of the pipeline from the mainline connection "tee" for the
Paso Robles Turnout to the main pipeline connection with the inlet side of the Santa Ysabel
Pump Station, and from the main pipeline connection on the outlet side of the Santa Ysabel
Pump Station to and including the mainline connection "tee" for the Templeton CSD turnout,
including rights-of-way, surge control, tunneling twice across the Salinas River, access road,
road crossings, controls and communication, instrumentation, air release structures, blowoffs,
valves,vaults, corrosion control, and appurtenances.
Unit B — Santa Ysabel Pump Station: Shall consist of the Santa Ysabel Pump Station
from the inlet connection off of the main pipeline to the discharge connection on the main
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pipeline, including rights-of-way, a building, pumps, piping, connections to the main pipeline,
surge control facilities, access road, valves, controls and communication, electrical service,
instrumentation, grounds, fencing, corrosion control, and appurtenances.
Unit E — Templeton CSD Turnout to Atascadero MWC Turnout Shall consist of the
pipeline from the mainline connection "tee" for the Templeton CSD turnout to and including the
mainline connection "tee" for the Atascadero MWC turnout, including rights-of-way; road
crossings, controls and communication, instrumentation, air release structures, blowoffs, valves,
vaults, corrosion control,and appurtenances.
Unit F — Atascadero MWC Turnout to Rocky Canyon Tank Inlet Shall consist of the
pipeline from the mainline connection "tee" for the Atascadero MWC turnout to the Rocky
Canyon Tank inlet piping connection' off of the main pipeline, including rights-of-way, road
crossings, controls and communication, instrumentation, air release structures, blowoffs, valves,
vaults, corrosion control, and appurtenances.
Unit F1 —Rocky Canyon Tank: Shall consist of the Rocky Canyon Tank from the tank's
inlet piping connection off of the main pipeline through the tank and to within 25-feet, more or
less, of the inlet manifold connection to the Rocky Canyon Pump Station, including rights-of-
way, piping and valves, connections to the main pipeline, controls and communication,
instrumentation, electrical service, corrosion control and coatings, access roads, grounds,
fencing, overflow facilities, and appurtenances.
Unit F2 Rocky Canvon Pump Station: Shall consist of the Rocky Canyon Pump
Station from the Rocky Canyon Tank outlet connection to the pump station inlet pipe-through the
pump station and to the discharge connection on the main pipeline, including rights-of-way, a
building, pumps, piping, connections to the main pipeline, surge control facilities, access road,
valves, controls and communication, instrumentation, electrical service, grounds, fencing,
corrosion control, and appurtenances.
Unit G — Rocky Canyon Pump Station Discharge to Route 58/Maria Avenue: Shall
consist of the pipeline from the discharge connection of the Rocky Canyon Pump Station to the
intersection of Maria Avenue and Route 58 in Santa Margarita, including rights-of-way, a
Salinas River Crossing, railroad crossings, road crossings, controls and communication,
instrumentation, air release structures, blowoffs, valves, vaults, corrosion control, and
appurtenances.
Unit G1 —.Route 58/Maria Avenue to Cuesta Tunnel Tank Inlet Shall consist of the
pipeline from the intersection of Maria Avenue and Route 58 in Santa Margarita to the inlet
piping connection off of the main pipeline of the Cuesta Tunnel Tank, rights-of-way, including
railroad and road crossings, controls and communication, instrumentation, air release structures,
blowoffs, valves, vaults, corrosion control,and appurtenances.
Unit G2 — Cuesta Tunnel Tank: Shall consist of the Cuesta Tunnel Tank from the inlet
piping connection off of the main pipeline through the tank and to the outlet piping connection
off of the main pipeline, including rights-of-way, piping and valves, connections to the main
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pipeline, controls and communication, instrumentation, electrical service, corrosion control and
coatings, access roads, grounds, fencing, overflow facilities, and appurtenances.
Unit H—Cuesta Tunnel: Shall consist of the existing Nacimiento Pipeline in the Cuesta
Tunnel from the existing north portal inlet connection to the main pipeline-through to the south
portal outlet connection to the main pipeline, including rights-of-way, controls and
communication, instrumentation, air release structures, blowoffs, valves, vaults, corrosion
control, and appurtenances.
Unit H1 —Cuesta Tunnel to San Luis Obispo Turnout: Shall consist of the pipeline from
the south portal outlet connection to the main pipeline of the Nacimiento Pipeline in Cuesta
Tunnel to and including the mainline connection "tee" for the City of San Luis Obispo turnout,
including rights-of-way, railroad crossings, road crossings, controls and communication,
instrumentation_, air release structures, blowoffs, valves, vaults, corrosion control, and
appurtenances.
Unit T2--City of Paso Robles Turnout. Shall consist of a pipeline from the outlet side.of
the"tee" connection on the main pipeline near Station 1176+50 to and including the turnout flow
control facilities connecting the Nacimiento Facilities to the City of Paso Robles water system
facilities near the Thunderbird Well Field west of the Salinas River. The turnout shall include
rights-of-way, an isolation valve adjacent to the main pipeline, piping, Salinas River crossing,
road crossings, controls and communication, instrumentation, electrical service, air release
structures, blowoffs, flow meter, isolation valves, flow control valve, vaults and slabs, corrosion
control, access roads, grounds, fencing, and appurtenances. The District and City of Paso Robles
demarcation point is the buried flange connection located about five feet outside the fence as
indicated on construction drawing number T2-C101.
Unit T4— Templeton Community Services District Turnout: Shall consist of a pipeline
from the outlet side of the "tee" connection on the main pipeline near Station 1403+00 to and
including the turnout flow control facilities connecting the Nacimiento Facilities to the
Templeton Community Services District water system facilities near the intersection of EI Pomar
Drive, Templeton Road and Vineyard Street west of the Salinas River. The turnout shall include
rights-of-way, an isolation valve adjacent to the main pipeline, piping, Salinas River crossing,
road crossings, controls and communication, instrumentation, electrical service, air release
structures, blowoffs, flow meter, isolation valves, flow control valve, vaults and slabs, corrosion
control, access roads, grounds, fencing, and appurtenances. The District and Templeton
Community Services District demarcation point is the buried flange connection located about
five feet outside the fence as indicated on construction drawing number T4-C101.
Unit T6 — Atascadero Mutual Water Company Turnout. Shall consist of a pipeline from
the outlet side of the "tee" connection on the main pipeline near Station 1496+00 to and
including the turnout flow control facilities connecting the Nacimiento Facilities to the
Atascadero Mutual Water Company well field and water system facilities west-southwest of the
Salinas River. The turnout shall include rights-of-way, an isolation valve adjacent to the main
pipeline, piping, Salinas River crossing, road crossings, controls and communication,
instrumentation, electrical service, air release structures, blowoffs, flow meter, isolation valves,
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flow control valve, vaults and slabs, corrosion control, access roads, grounds, fencing, and
appurtenances. The District and Atascadero Mutual Water Company demarcation point is the
buried flange connection located about five feet outside the fence as indicated on construction
drawing number T6-C101.
Unit Tl l —City of San Luis Obispo combined with the San Luis Obispo County Service
Area No. 10A Turnout: Shall consist of a pipeline from the outlet side of the "tee" connection
on the main pipeline near Station 2510+00 to and including the turnout flow control facilities
connecting the Nacimiento Facilities to the San Luis Obispo Water Treatment Plant. The turnout
shall include rights-of-way, an isolation valve adjacent to the main pipeline, piping, Stenner
Creek crossing, road crossings, controls and communication, instrumentation, electrical service,
air release structures, blowoffs, flow meter, isolation valves, flow control valve, vaults and slabs,
corrosion control, access roads, grounds, fencing, and appurtenances. The District and City of
San Luis Obispo demarcation point is located downstream and two feet outside of the fence
surrounding the turnout facilities shown on construction drawing Tl l-C 101..
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IN WITNESS WHEREOF, the parties have each executed this Amendment No. 2 by .
their duly authorized representatives:
CITY OF SAN LUIS OBISPO
By .
Authorized Representative
Date
APPROVED AS TO FORM: ATTEST:
CITY ATTORNEY CITY CLERK
By By
Date Date
SAN LUIS OBISPO COUNTY FLOOD
CONTROL AND WATER
CONSERVATION DISTRICT
By .
Chairperson,Board of Supervisors
Date
APPROVED AS TO FORM AND ATTEST:
LEGAL EFFECT: JULIE L.RODEWALD
JAMES B. LINDHOLM, JR District Clerk
District Couns
By By
Deputy District 6ounsel Deputy District Clerk
Date -71eje 7 Date
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