HomeMy WebLinkAboutAgenda Report - May 21, 2008 E-09ESP
AGENDA ITEM
CITY OF LODI
COUNCIL COMMUNICATION
AGENDA TITLE: Adopt Resolution Authorizing the City Managerto execute an Amendment to the
Seattle City Light Third Phase Agreement related to Transfer of Rights by Certain
Project Participants (EUD)
MEETING DATE: May 21,2008
PREPARED BY: Electric Utility Director
RECOMMENDED ACTION: Adopt a resolution authorizing the City Manager to execute an amendment
to the Seattle City Light Third Phase Agreement related to the Transferof
Rights by certain project participants.
BACKGROUND INFORMATION: The Seattle City Light (SCL)Third Phase Agreement, which provides for a
seasonal exchange of energy between project participants and Seattle City
Light, was executed on October 6, 1992. Under the Agreement, Project
Participants, including Lodi, have the right to make transfers, sales, assignments and exchanges of Project
capacity, energy and rights thereto.
The Agreement further provides that before the Northern California Power Agency (NCPA) may transfer an excess
Project share to any entity other than a Participant: it shall give all Participants the right to purchase the share on
the same terms and conditions. The Agreement finally provides that before NCPA may transfer an excess Project
share to any person or entity other than an NCPA Member: it shall give all NCPA Members the right to purchase the
share on the same terms and conditions.
On December 13,2007, in accordance with the terms of the SCL Third Phase Agreement, Roseville and Palo Alto
offered to transfertheir surplus rights to SCL entitlement to remaining project participants and/or NCPA members
under the terms prevailing in the SCL Agreement. On January 10, 2008, Healdsburg also asked to transfer its
interest in rights to SCL entitlement.
Santa Clara has expressed an interest in acquiring the rights to all of the SCL capacity and energy being offered by
Roseville, Palo Alto and Healdsburg. No other Project Participants or NCPA members expressed an interest in the
offer. In response to Santa Clara's interest in assuming the transfer, Roseville, Palo Alto and Healdsburg asked
NCPAto assist with the contract work necessaryto effectuate the transfer of surplus Project capacity and energy
from the above identified Project Participants to Santa Clara.
At the January 2008 NCPA Commission Meeting the NCPA Commission found that Roseville, Palo Alto and
Healdsburg have met their obligation to offer their rights to surplus Project capacity and energy under the SCL Third
Phase Agreement to other Project Participants or NCPA members, as required, and that Santa Clara is the sole
NCPA Member or Project Participant that has an interest in obtaining the surplus Project capacity and energy rights
being offered for transfer.
At the same time the NCPA Commission directed NCPA Staff to assist Project Participants Healdsburg, Palo Alto
and Roseville in transferring their surplus Project capacity and energy rights to Santa Clara by preparingthe
necessary modifications to the SCL Third Phase Agreement and securing NCPA Commission and Participant
governing board approvals of the modified Agreement.
APPROVED: /
BI ' ng, City Manager
Adopt Resolution ArtthartAng the City Manager to execute an Amendment to the SeaWe City Light Third Phase
Agreement related to TransferoiR#ghts byCertaln Project ParticipantslEUDi
May 21,2008
Page 2 of 2
NCPAs General Counsel preparedthe AGREEMENT FORASSIGNMENT CF RIGHTS RELATINGTO AND
AMENDING SEATTLE CITY LIGHT CAPACITYAND ENERGYTHIRD PHASEAGREEMENT, which is attached as
ExhibitA This Agreement amends the 1992 Third Phase Agreement and affects the transfer of capacity and
energy rights between the affected Project Participants, and also adds Santa Clara as a Project Participant. At its
April 2008 meeting. NCPA Commission approved execution of the SCL Amendment by NCPA
NCPAs cost of facilitating this transfer will be allocatedto only the NCPA Members invotved in the transaction.
Although Lodi is not involved directly in this transferof SCL entitlement, as an original signatory to the SCL Third
Phase Agreement Lodi's approval is required to amend the SCL Third Phase Agreement and facilitate this transfer.
None of the costs to fadlitate this transferwill be charged to Lodi.
FISCAL IMPACT: None
FUNDING: Not Applicable.
lalw 111A
Mor -raw
Electric Utility Director
Attachment
AGREEMENT FOR ASSIGNMENT OF RIGHTS RELATING
TO AND AMENDING
SEATTLE CITY LIGHT CAPACITY AND THIRD PHASE
AGREEMENT
This Agreement for Assignment of Rights Relating to and Amending Seattle City
Light Capacity and Third Phase Agreement "Agreement" between certain Project
Participants of the Seattle City Light ("SCL") Capacity and Energy Exchange Third
Phase Agreement ("SCL Agreement"), and amending said SCL Agreement, dated as of
May 31, 2008 (the "Effective Date"), is by and among the Northern California Power
Agency, a joint powers agency of the State of California ("NCPA"), and the Cities of
Healdsburg, Lodi, Roseville, Palo Alto and Ukiah (all of whom, are jointly referred to as
"the SCL Project Participants"), and the City of Santa Clara doing business as Silicon
Valley Power ("SVP"), who is currently not a SCL Third Phase Project Participant, (all
of whom are jointly referred to as "the Parties")
WITNESSETH:
WHEREAS, NCPA and the Project Participants have previously executed that
certain Agreement called Seattle City Light Capacity and Energy Exchange Third Phase
Agreement dated October 6, 1992 (the "SCL Agreement"); and
WHEREAS, pursuant to the SCL Agreement, each of the SCL Project
Participants owns participation percentages and megawatts of Firm Capacity and
Associated Energy, which is specified in the SCL Third Phase Agreement; and
WHEREAS, Section 8 of the SCL Agreement provides for the transfer of rights
therein by SCL Project Participants to NCPA members who are not Project Participants
and provides that those NCPA members have a right to purchase said rights from the
Project Participants on the same terms and conditions set foi-th in the SCL Agreement;
and
WHEREAS, pursuant to Section 8 of the SCL Agreement, certain Project
Participants, specifically, the Cities of Roseville, Palo Alto and Healdsburg desire to
transfer their surplus project capacity to SVP, who is a NCPA member, but not a SCL
Project Participant; and
WHEREAS, SVP is the sole NPCA member that has an interest in obtaining the
surplus SCL Agreement Project capacity;
WHEREAS, NCPA's Capacity and Energy Exchange Agreement permits NCPA
to transfer project participants rights between the Cities of Roseville, Palo Alto and
Healdsburg to SVP;
WHEREAS, Section 15 of the SCL Agreement permits NCPA and the Project
Participants to amend said agreement in writing executed by all parties;
Pagel of 7
WHEREAS, capitalized terms used in this Agreement and not expressly defined
herein shall have the same meanings as such teens have in the SCL Agreement;
WHEREAS, on January 25, 2008, at a regularly schedule meeting of the NCPA
Commission, SCL Agreement Project Participants reviewed and approved this
transaction pending approval from Project Participants' governing boards; and
WHEREAS, on January 25, 2008, the NCPA Commission also directed the
General Manager and General Counsel to prepare the necessary Agreement to effect this
transfer and assignment by seeking Project Participants' governing boards approvals;
NOW, THEREFORE, the Parties agree as follows:
Section 1. Purpose. The purpose of this Agreement is to (a) amend the SCL
Capacity and Exchange Third Phase Agreement to allow SVP to become a Project
Participant; (b) enable certain SCL Project Participants, specifically, the Cities of
Healdsburg, Palo Alto and Roseville, to transfer their rights to Project Capacity and
Associated Energy and all benefits and burdens associated with the SCL Agreement to
SVP; and (c) permit NCPA to effect the transfer of this surplus Project Capacity and
energy related to the SCL Agreement and to reimburse NCPA for all reasonable costs
incurred in effecting this transfer and assignment; and to (d) amend the SCL Agreement
so that SVP becomes a Project Participants and agrees to be bound by the irrevocable
assignment of the obligations and rights of the Cities of Roseville, Palo Alto and
Healdsburg under the SCL Agreement.
Section 2. Amendment to SCL Third Phase Agreement
2.1 Pursuant to Section 15 of the SCL Agreement, the Project
participants and NCPA hereby amend and modify the SCL Agreement to add SVP as a
Project Participant.
2.2 SVP agrees to be added as a Party to the SCL Agreement, and
becomes a Project Participant of the SCL Agreement and expressly agrees to be bound to
all terms, conditions, obligations, responsibilities and duties set forth in the SCL
Agreement as of the Effective Date of this Agreement.
2.3 All Project Participants, including the Cities of Lodi and Ukiah,
whose interests, rights and responsibilities pursuant to the SCL Agreement, remain
unchanged, expressly consent to and agree to add SVP as Project Participant to the SCL
Third Phase Agreement.
2.4 All other terms and conditions of the SCL Agreement that are not
amended or modified herein remain unchanged and shall continue in force and effect.
Section 3. Transfer of Surplus Capacity and Energy
Page 2 of 7
3.1 Pursuant to Section 8 of the SCL Agreement, as of May 31, 2008,
the "Transfer Date," the Cities of Healdsburg, Palo Alto and Roseville shall transfer and
assign their surplus Project Capacity and the Project Entitlement Percentages to SVP as
set forth in Appendix A, which is attached to this Agreement and is incorporated herein.
Such Project Capacity Associated Energy is hereby deemed as "surplus" by the Cities of
Healdsburg, Palo Alto and Roseville, and shall be transferred to SVP for its beneficial
use. NCPA and the Project Participants acknowledge and agree that Healdsburg, Palo
Alto and Roseville's surplus Project Capacity and Energy interests shall be deemed to be
transferred to SVP as of the Transfer Date, pursuant to Appendix A.
3.2 Said transfers and assignments shall be irrevocable and shall take
effect on the Transfer Date. After the Transfer Date, the participation percentages of the
Project Participants shall be adjusted on a going forwarded basis pursuant to Appendix A.
3.3 After the transfer and assignment of surplus Project Capacity and
Project Entitlement percentages to SVP, the Cities of Healdsburg, Palo Alto and
Roseville, shall have a remaining Project Entitlement Percentages as set forth in
Appendix A. The participation percentages of the Cities of Lodi and Ukiah remain
unchanged.
3.4 NCPA shall undertake all necessary actions to effect this transfer
and assignment and will continue to perform the duties set forth in the SCL Agreement
for all Project Participants, including SVP.
3.5 NCPA shall make all necessary adjustments to the budget and
billing statements to all Parties pursuant to Section 6 of the SCL Agreement. A new
monthly billing statement shall be sent to SVP, showing its share of costs and other
charges payable pursuant to this Agreement, and any other credit or debit adjustments in
accordance with the SCL Agreement.
3.6. The Parties recognize that NCPA will incur expense in
administering this assignment. The Parties expressly agree to reimburse all costs and
fees, including attorney's fees, incurred by NCPA in effecting this transfer and
assignment of surplus Project Capacity and Project Entitlement percentages to SVP in an
amount not to exceed $10,000 in total.
Section 4. Authority. Each signatory to this Agreement represents and
warrants that he/she has been duly authorized by the signatory's governing board for
whom he/she executed it as demonstrated by a resolution from each signatory's
governing board.
Section 5. Counterparts. This Agreement may be executed in any number
of counterparts, all of which shall constitute a single instrument.
Page 3 of 7
Section 6. Notice. Any notice, demand or request required or authorized by
this Agreement to be given to any Party shall be in writing, and shall be personally
delivered to the Party' representative on the NCPA Commission or transmitted to the
Party at the address shown on the signature page hereof. The designation of such address
may be changed at any time by written notice given to the Secretary of the NCPA
Commission who shall thereupon give written notice of such change to each Party.
Section 7. Waiver. No waiver of the performance by a Party of any
obligation under this Agreement with respect to any default or any other matter arising in
connection with this Agreement shall be effective unless in writing.
Section 8. Withdrawal by Project Participants. No Project Participant,
which term now includes SVP, may withdraw from this Agreement. However, NCPA
will use its best efforts to assist any Participant that wishes to assign all or any portion of
its rights pursuant to terms of the SCL Third Phase Agreement.
Section 9. Counsel Representation. Pursuant to the provisions of California
Civil Code section 1717(a), each Party to this Agreement was represented by counsel in
the negotiation and execution of this Agreement. In light of this representation, this
Agreement shall not be construed as drafted by or be construed against any particular one
of the Parties.
Section 10. Dispute Resolution. The Parties agree to make best efforts to
settle all disputes related to this Agreement among themselves, and to meet and confer in
good faith to that end. In the event that a dispute cannot be resolved by consultation and
good faith meet and confer processes, the Parties agree that any such dispute shall be
submitted to binding arbitration. The arbitration shall be governed by the Commercial
Arbitration Rules of the American Arbitration Association from time to time in force.
Costs and attorney's fees shall be recoverable by the prevailing party.
Section 11. Amendments. This Agreement maybe amended only in writing.
Section 12. Integrated Agreement. This is an integrated agreement. It
contains all of the understandings of the Parties.
Section 13. Severability. This Agreement is severable. In the event that any
of the terms, covenants or conditions of this Agreement or the application of any such
term, covenant or condition is held invalid as to any person or circumstance by any court
having jurisdiction, all other terms, covenants or conditions of this Agreement and their
application shall not be affected thereby, but shall remain in full force and effect unless
the court holds that they are not severable from the other provisions of this Agreement.
Page 4 of 7
Section 14. Governing Law. This Agreement shall be governed by the law of
the State of California.
IN WITNESS WHEREOF, each Parry has executed this Agreement with the
approval of its governing body.
NORTHERN CALIFORNIA
POWER AGENCY
By
Its. 6 G
Attested by: W, &040t..,
Axzll��
Secretary
Approved as to form
G
General Counsel
CITY OF LODI
By
Its:
Attested by
City Clerk
CITY OF HEALDSBURG
By
Its:
Attest by:
City Clerk
Approved as to Form
City Attorney
CITY OF PALO ALTO
By
Its:
Attested by
City Clerk
Page 5 of 7
Approved as to form
City Attorney
CITY OF ROSEVILLE
Rv
Its:
Attested by
City Clerk
Approved as to form
City Attorney
CITY OF UKIAH
By
Its:
Attest by
City Clerk
Approved as to Fonn
City Attoi-ney
CITY OF SANTA CLARA
By
Its:
Attested by
City Clerk
Approved as to Fonn
City Attorney
Approved as to form
City Attorney
Page 6 of7
kPPENDIX ,
AMENDED
NCPA / SCL CAPACITY AND ENERGY EXCHANGE
THIRD PHASE AGREEMENT
PARTICIPATION PERCENTAGES AND MEGAWATTS
Member
Percent
Megawatts
Healdsbur2
0.000
0.0
Lodi
41.661
25.0
Palo Alto
0.00
0.0
Roseville
0.00
0.0
Santa Clara SVP
54.333
32.6
Ukiah
4.00
2.4
Total
100.00
60.0
Percentages amended as of Effective Date of May 3 1,2 00 8
Page 7 of 7
Resolution No, 08-29
A RESOLUTION OF THE COMMISSION
OF THE NORTHERN CALIFORNIA POWER AGENCY
AUTHORIZING ASSIGNMENT AND AMENDING SEATTLE CITY LIGHT
CAPACITY AND ENERGY EXCHANGETHIRD PHASE AGREEMENT
WHEREAS, the Northern California Power Agency ("NCPA") and the Cities of Healdsburg,
Lodi, Palo Alto, Roseville and Ukiah ("Project Participants")have executed the Seattle City Light
Capacity and Energy Exchange Third Phase Agreement ("SCL Agreement") on or about October 6,
1992, which is attached hereto as Exhibit 1;
WHEREAS, pursuant to the SCL Agreement, each of the SCL Project Participants owns
participation percentages and megawatts of Firm Capacity and Associated Energy, which is
specified in the SCL Third Phase Agreement attached as Exhibit 1; and
WHEREAS, Section 8 of the SCL Agreement provides for the transfer Cf rights therein by
SCL Project Participants to NCPA members who are not Project Participants and provides that
those NCPA members have a right to purchase said rights from the Project Participants on the
same terms and conditions set forth in the SCL Agreement; and
WHEREAS, pursuant to Section 8 cf the SCL Agreement, certain Project Participants,
specifically, the Cities of Roseville, Palo Alto and Healdsburg desire to transfer their surplus project
capacity to Silicon Valley Power, the municipal utility of the City of Santa Clara, who is a NCPA
member, but not a SCL Project Participant; and
WHEREAS, SVP is the sole NPCA member that has an interest in obtaining the surplus
SCL Agreement Project capacity;
WHEREAS, the SCL Agreement permits NCPA to transfer project participants rights
between the Cities of Roseville, PaloAlto and Healdsburg to SVP;
WHEREAS, Section 15 of the SCL Agreement permits NCPA and the Project Participants
to amend said agreement in writing executed by all parties;
WHEREAS, NCPA's General Counsel has prepared an Agreement for Assignment of
Rights Relating to and Amending the Seattle City Light Capacity and Energy Exchange Third
Phase Agreement, ("Amended Agreement") attached hereto as Exhibit 2,which has been reviewed
by the Project Participants and SVP;
NOW, THEREFORE, BE IT RESOLVED by the Commission of the Northern California
Power Agency as follows:
Section 1, The Commission hereby approves the Agreement for Assignment of
Rights Relating to and Amending the Seattle City Light Capacity and Energy Exchange Third
Phase Agreement, attached hereto and incorporated herein as Exhibit 2;
Section 2. The Commission hereby authorizes the General Manager to effect the
necessary transfer of energy and capacity rights from the Cities of Healdsburg, Palo Alto and
Roseville to SVP as set forth the Amended Agreement attached as Exhibit 2;
Section 3, The Commission grants NCPA authority to invoice either credits or
charges to each Project Participant of the SCL Project as specified in as the Amended Agreement
attached as Exhibit 2;
PASSED AND ADOPTED this 30th day of April, 2008 by the following vote on roll call:
Alameda
BART
Biggs
Gridley
Healdsburg
Lodi
Lompoc
Palo Alto
Port of Oakland
Redding
Roseville
Santa Clara
Truckee Donner
Turlock
Ukiah
Plumas-Sierra
Vote Abstained Absent
V-
Y.
7
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,Y
~1
PATRICK KOLSTAD
Chairman
1079190
X
X
Attest: Q.'- QJ
DENISE DOW
Assistant Secretary
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PATRICK KOLSTAD
Chairman
1079190
X
X
Attest: Q.'- QJ
DENISE DOW
Assistant Secretary
RESOLUTION NO. 2008-86
A RESOLUTION OF THE LODI CITY COUNCIL AUTHORIZING THE CITY
MANAGER TO EXECUTEAN AGREEMENT FOR THE ASSIGNMENT OF
RIGHTS RELATED TO AND AMENDING THE SEATTLE CITY LIGHT
CAPACITYAND ENERGYTHIRD PHASEAGREEMENT
WHEREAS, the City of Lodi and various other Northern California Power Agency
("NCPA) members are parties to the Seattle City Light Third Phase Agreement (SCL
Agreement); and
WHEREAS, three of the signatories to the SCL Agreement (Roseville, Palo Alto, and
Healdsburg) have offered their rights in the SCL Agreement to other NCPA members; and
WHEREAS, the city of Santa Clara expressed interest in assuming the rights of such
parties to the SCL Agreement and they were the only party to do so; and
WHEREAS, NCPA's General Counsel prepared an Agreement for the Assignment of
Rights Related to and Amending the Seattle City Light Capacity and Energy Third Phase
Agreement (SCL Amendment) to effectuate the transaction contemplated above; and
WHEREAS, Lodi is not involved directly in the transfer of SCL rights, but as an original
signatoryto the SCL Agreement, it is required to sign the SCL Amendment; and
WHEREAS, there is no cost to Lodi related to the proposed transaction and the SCL
Amendment.
NOW, THEREFORE, BE IT RESOLVED that the Lodi City Council hereby approves the
Agreement for the Assignment of Rights Related to and Amending the Seattle City Light
Capacity and Energy Third Phase Agreement (SCL Amendment), authorizes the City Manager
or his designee to execute the SCL Amendment, and empowers the Electric Utility Director or
his designee to administer the SCL Amendment in accordance with its terms.
Dated: May 21, 2008
hereby certify that Resolution No. 2008-86 was passed and adopted by the Lodi City
Council of the City of Lodi in a regular meeting held May 21, 2008, by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN
COUNCIL MEMBERS — Hansen, Johnson, Katzakian, and
Mayor Mounce
COUNCIL MEMBERS — None
COUNCIL MEMBERS— Hitchcock
COUNCIL MEMBERS — None
RANDIJOHL
City Clerk