HomeMy WebLinkAboutED TransBay Cable LeaseTBC
Trans Bay Cable
June 6, 2017
CITY OF SAN RAFAEL
Attn: City Attorney's Office
1346 4th St #206
San Rafael, CA 94901
Re: Consent to Subsequent Encumbrancings of Lease
Ladies and Gentlemen,
Reference is hereby made to those certain Agreements and Consents to Encumbrancing of Lease by and among the
CITY OF SAN RAFAEL, as Lessor; TRANS BAY CABLE LLC, as Lessee; and BAYERISCHE
LANDESBANK, as the original collateral agent and secured -party lender, both executed by Lessor on May 5, 2008
("Agreements and Consents"), as supplemented by those certain Consents to Assignment of Encumbrancings of
Lease, each executed by Lessor on October 29, 2010 and recorded November 24, 2010 in the Official Records of
Marin County, as Serial No. 2010-006033 1, pursuant to which Lessor approved and consented to the transfer of
certain deeds of trust to SteelRiver Transmission Company LLC, a Delaware limited liability company, for further
collateral assignment to Deutsche Bank Trust Company Americas, as the collateral agent.
In accordance with Section 4(J) of the Agreements and Consents, Lessee hereby requests your consent to subsequent
encumbrancings of the Lease with MUFG Union Bank, N.A., as Collateral Agent ("MUFG"), to secure certain
noteholders and lenders. A copy of the form of the requested consent is attached hereto as Exhibit A. In addition,
we have attached for your reference as Exhibit B certain information related to the subsequent encumbrancings.
Pursuant to the Agreements and Consents, we kindly request your approval and consent as described in this letter
within ten (10) business days of receipt. We hope that you will find this description of the proposed transactions
and the consent form acceptable. Please do not hesitate to contact me at (415) 291-2290, or the company's
outside counsel Gregory Thorpe at (213) 430-6593, with any questions.
Since y,
e(nn 1rardAer V
Corporate Counsel
TRANS BAY CABLE LLC
Trans Bay Cable LLC
One Letterman Drive • Bldg C • 5th Floor • San Francisco CA 94129
T +1 415 291 2300 • F +1 415 651 9500 • www,transbaycable.com
2 -1 0
RECORDED AT THE REQUEST OF
AND WHEN RECORDED MAIL TO:
CITY OF SAN RAFAEL
1400 Fifth Avenue, Rm 209
P.O. Box 151560
San Rafael, CA 94915-1560
Document entitled to free recordation
Pursuant to Government Code Section 27383
County: Marin
SPACEABOVE THIS LINE FOR RECORDER'S USE
CONSENT TO SUBSEQUENT ENCUMBRANCING OF LEASE
The undersigned is a party to those certain Agreements and Consents to Encumbrancing of Lease by and
among the City of San Rafael, acting by and through the City Council of the City of San Rafael, as Lessor;
TRANS BAY CABLE LLC, as Lessee; and BAYERISCHE LANDESBANK, as the original collateral agent and
secured -party lender, both executed by Lessor on May 5, 2008 ("Agreements and Consents"), with reference to a
Senior Deed of Trust with Assignment of Rents, Security Agreement and Fixture Filing, and a Subordinated Deed
of Trust with Assignment of Rents, Security Agreement and Fixture Filing, both dated May 28, 2008, and both
recorded June 11, 2008 in the Official Records of Marin County, California, as Serial Nos. 2008-0027389 and 2008-
0027390, respectively. The undersigned is also a party to that certain Consent to Assignment of Encumbrancings
of Lease, executed by Lessor on October 29, 2010 and recorded November 24, 2010 in the Official Records of
Marin County as Serial No. 2010-0060331, pursuant to which Lessor approved and consented to the transfer of
such deeds of trust to SteelRiver Transmission Company LLC, a Delaware limited liability company, for further
collateral assignment to Deutsche Bank Trust Company Americas, as the collateral agent.
Lessee is entering into a subsequent encumbrancing of the Lease with MUFG Union Bank, N.A., as
Collateral Agent ("MUFG"), to secure certain noteholders and lenders.
In accordance with the terms of the Agreements and Consents, Lessor hereby approves and consents to
the subsequent encumbrance for the benefit of MUFG. From and after the effective date of such encumbrance,
MUFG will have the rights and obligations of the "Secured Party -Lender' under the Agreements and Consents.
Nothing in this consent shall be construed to modify, waive, release or otherwise affect, any of the provisions
of that certain Lease between Lessor and Lessee dated December 20, 2006, recorded December 29, 2006, in the
Official Records of Marin County, California, as Serial No. 2006-0080879.
IN WITNESS WHEREOF, the undersigned has executed this Consent to Subsequent Encumbrancing of
Lease as of the date stated hereafter.
LESSOR
CITY OF S7NFDated: IS I By:Name:3�h'� Amt I eV Ct_
Title: A'S,S-F _ L• �
SIGNATURE MUST BE NOTARIALLY ACKN WLEDGED
EXHIBIT B
Information Related to Subsequent Encumbrancings of Lease
Lessee: Trans Bay Cable LLC
Mailing Address: Trans Bay Cable LLC
One Letterman Drive
Building C, 5t' Floor
San Francisco, CA 94129
Attention: Lenneal Gardner
Email: lenneal.gardner@transbaycable.com
Phone: 415-291-2290
Fax: 415-291-2250
Company Information:
Trans Bay Cable LLC ("the Company") is a Delaware limited liability company.
Project Information:
The project is an HVAC and HVDC point-to-point, unidirectional transmission system with
approximately 400 MW capacity that is located on land and underwater in the control area of CAISO
and interconnected with the electric system of PG&E (the "Project"). The Project is located within the
counties of San Francisco, Marin, Solano, and Contra Costa, pursuant to various leases and
easements. The Project has been operating within CAISO since 2010.
CONTRACT ROUTING FORM
INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below.
TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER:
Contracting Department: Economic Development
Project Manager: Danielle O'Leary
Extension: 3460
Contractor Name: Trans Bay Cable LLC
Contractor's Contact: Lenneal Gardner
Contact's Email: lenneal.sardner@transbavcable.com
❑ FPPC: Check if Contractor/Consultant must file Form 700
Step
RESPONSIBLE
DESCRIPTION
COMPLETED
REVIEWER
CONTINUE ROUTING PROCESS WITH HARD COPY
DEPARTMENT
DATE
Check/Initial
1
Project Manager
a. Email PINS Introductory Notice to Contractor
N/A
6 City Attorney
Review and approve hard copy of signed
6/13/2017
agreement
b. Email contract (in Word) & attachments to City
7 City Attorney
Review and approve insurance in PINS, and bonds
N/A
Atty c/o Laraine.Gittens@cityofsanrafael.org
(for Public Works Contracts)
2
City Attorney
a. Review, revise, and comment on draft agreement
N/A
9 City Clerk
and return to Project Manager
N/A
forwards copies to Project Manager
b. Confirm insurance requirements, create Job on
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PINS, send PINS insurance notice to contractor
3
Project Manager
Forward three (3) originals of final agreement to
contractor for their signature
4
Project Manager
When necessary, * contractor-siened agreement
® N/A
agendized for Council approval
*PSA > $20,000; or Purchase > $35,000; or
Or
Public Works Contract > $125,000
Date of Council approval
PRINT
CONTINUE ROUTING PROCESS WITH HARD COPY
5 Project Manager
Forward signed original agreements to City
6/13/17
Attorney with printed copy of this routing form
6 City Attorney
Review and approve hard copy of signed
agreement
7 City Attorney
Review and approve insurance in PINS, and bonds
N/A
(for Public Works Contracts)
8 City Manager/ Mayor
Agreement executed by Council authorized official
9 City Clerk
Attest signatures, retains original agreement and
forwards copies to Project Manager
I �g
4"/1 t% �`