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Northern California Power Agency
770 Kiety Boulevard a Santa Clara. California 95051. (408) 248-3422
ROBERT L GRiMSHM
Genwal Manow
January 5, 1981
TO: Nembers of -the NCPA Commission
f ROW. Robert E. Grimshaw
SUBJECT: Ordinance Authorizing the Northern California Power Agency
to Issue Revenue Notes
Enclosed is a.proposed ordinance that was prepared by our Bond Counsel wit;
respect to the-pubiis financing of our Shell project.
The original ordinance that was passed did not allow for the issuance of
Bond Anticipation Notes. The purpose of this ordinance is to rectify that
oversight. The authority to issue Bond Antici
paean Rotes is to ther members
benefit. it allows greater financial flexibility and, therefore, potecttial
savings. I strongly recommend this ordinance be approved by your governing
body as promptly as possible. Other than authorizing the issuance of Bond
Anticipation Notes, there is no other change in the authority previously
approved.
Should you have any questions regarding this ordinance;_ please do not hesitate
to contact my office.
Yours truly,
r
ROBERT E. GRIMSHAW
General !tanager -
Enc.
0
o DRAFT NO. 2
' 12/2 3;/ti,Q
DRI : s-Yn
NCPA 627,758-2 ,
ORDINANCE NO.
CITY OF
AUTHORIZING THE NORTHERN CALIFORNIA POWER AGENCY
TO ISSUE REVENUE NOTES
WHEREAS, by Ordinance No, of the City
of , the Northern, California Power Agency
("NCPA") organized under that certain Joint Powers Agreement
to which this city is a party, dated July 19, 1968, as amended,
was authorized to issue revenue bonds, as provided in said
Joint Powers Agreement, pursuant to the provisions of Article 2
(commencing with Section 6540), Chapter 5, Division 7, Title l
of the Government Code of the State of California in an amount
not to exceed Twenty -Eight Millon Dollars ($2$,000,000) ("Bonds"),
for the project described in said ordinance
respect to the Bonds shall apply to the Notes authorized here-
under.
Section 2. The project or studies or other
preliminary cost to be funded (including reimbursement) by the
Notes hereby- authorized is the loaning of funds to Northern
California Municipal Power Corporation No. Two, Non -Profit
Corporation (the "Corporation"), for the purpose of acting on
behalf of NCPA in the acquisition, construction, maintenance
and operation -of a power plant (using geothermal steam -produced
from certain leasehold interests of Shell Oil Company in --Sonoma:
County-, California and provided to NCPA pursuant to a -geothermal
steam sales agreeement dated as of June 27, 1977, as amended),
andotherfacilities and appurtenances necessary or convenient
to such plant, including transmission lines.
Section 3. The maximum amount of Notes to be
issued for the purposes described in Section 2 shall not exceed
Twenty -Eight Million Dollars ($28,000,000); the same as the, amount
of the Bonds.
Section 4. The anticipated sources of revenue or
other funds to pay the principal and interest of the Notes are
loan repayments to be made by the Corporation to NCPA under an
appropriate loan agreement and to be dr_r.ived from the sale'of bower
2.
produced by the plant referred to in Section 2 hereof and any
payments made by certain NCPA menbers pursuant to Section 5(b)
of the "Member Agreement For The Construction, operation and
Financing of NCPA Geothermal Generating Unit Project #2"
as may front time to -time be amended; provided, further, such
sources shall also include the proceeds of revenue bonds
including the Bonds, or renewal -of the Notes; in addition
such Notes may be secured by a guaranty, letter of credit or
other obligations or funds of a bank or private financial
institution.
Section S. The Cities of Palo Alto, Redding: and
Biggs are not participants in the acquisition, constructions_,
maintenance, operation or financing of the plant .referred . to .In
the recitals hereof and nothing in this ordinance shall mean or
be construed to mean that the City of Palo Alto, the City of
Redding or the City of Biggs has assumed or agreed to assume
any financial or other responsibility or liability associated
with the acquisition, construction, maintenance, operation or
financing of such plant.
Section 5. This ordinance is subject to the
provisions for referendum prescribed by Section 3751.7 of the
Elections Code of the State of California. Subject to the
3.
foregoing, this ordinance shall take effect and be in force
sixty (60) days from the date of adoption.
Section 7. The City Clerk of the City is
hereby directed to cause this ordinance to be published within
fifteen (15) days after its adoption in a newspaper of general
circulation within the City of and shall
also do all other things required to cause notice of the adop—
tion of this ordinance to be published in the manner required
by Section 6040.1 of the Government Code of the State of Cali-
fornia.
Presiding officer sof the Council
Attests
City Clerk
Approved as to forms
January 5, 1981
TO: Members of the NCFA Commission
FROM: Robert Grimshaw
SUBJECT: Member Service Agreement
Ma
CITY OF LODI
CITY HALL. 221 WEST PINE STREET
LODI, CALIFORNIA 95240
(209) 334-5634
Mr, Robert Grimshaw
C
January 29, 1981
General Manager
Northern California Power Agency
778 Kiely Boulevard
Santa Clara, CA 95051
Dear Mr. Grimshaw:
HENRY A. CLAVIES. )►
PLY MATOW
ALICE n REIMCHE
aby perk
RONALD AL STi1N
Clty- Att ploy
Enclosed please find a certified copy of Resolution
No. 81--13 approving the Northern California Power Agency
Member .Service Agreement and authorizing the Mayor and
City Clerk to execute the Agreement on behalf of the
City. Alam- attached -please find two executed copies 7of
the Agreement..
Please return. a. fully executed copy of this Agreement
at your earliest convenience.
Very truly yours,
Alice M, R&C4t1htVe-j
City Clerk
AR:dg
Enc.
G
RESOLUTION NO. 81 -13 -
RESOLUTION APPROVING NORTHERN CALIFORNIA POWER
AGENCY MEMBER SERVICE AGREEMENT AND AUTHORIZING
THE MAYOR AND CITY CLERK TO EXECUTE THE AGREEMENT
ON BEHALF OF THE CITY
RESOLVED, that the City Council of the City of Lodi
does hereby approve the Northern California Power Agency Member
Service Agreement, a copy of which is attached hereto-, marked
Exhibit "A" and thereby made a. part hereon.
BE IT FURTHER RESOLVED, that the Mayor and City Clerk
etre hereby authorized to execute the subject agreements on
behalf of the City.
Dated: January 21, 1983
I hereby certify that Resolution No. 81-13 was passed
and adopted by the City Council of the City of -Lodi in
a regular meeting held January 71, 1981 by the fdllowi-ng
vote:
Ayes: Councilmen - Murphy, Pinkerton, Hughes, and
Katnich
Noes: Councilmen - McCarty
Absent: Councilmen None
ALICE M. REIMCHE
City Clerk '
81-13
-19-80 #1663A
NORTHRIM CALIFORNIA PMER_ AGENCY
-
MSM ER SERVICE AGREEMENT
TABLE OF CONTENTS
Page-
age_Article
ArticleI.
Definitions
2'
y
Article II.
Project Services
4
2.01:
Scope"
4
..
2=.0Z.-
Phases`
2.03:
Participation
5
2.040
it
Service Schedules
7
. 2405.-
- -Project Voting
9
-
'1.06'
Other Projects
8
...
2.07.
Use of NCPA Consultants
9
2._08
Nw-Unilateral Negotiation
30.,
Article III.
Power and Energy Sales to the Member`
10
3.01.
NCPA Projects
°1L0
3.02.
Supplemental Power Supply
`10.
Article IV.
Scheduling of Resources
' . 4.01.
NCPA 'Projects and Supplemental Power
Supply
11.
40'02.
Other Member Projects
4.03.
Method
Article V.
Planning
s
5.01.
Forecasts by Members
1Z
�y
..
H;' o
5.030-
Assistance to Members
12
12
at
��_
{
503.
Adoption of Plan
5.04.
Forecast Errors
13`
}
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11--19-80 #1663A
NOIt=RN CALIFORNIA -. POWER. AGENCY
h .
-MEMBER : SERVICE . AGREEMENT
This Member service Agreement, hereinafter referred to
as the "Agreement", is wade and entered into effec-
tive , 198fi,'by and between the Northern
California Powerenc hereinafter referred to as
� Y
"NCPA*v_ and.the signing Cities, not fewer than eight, of
the Cities of Alameda, Biggs,. Gridley, 8ealdsburg, Lodi,
Lompoc,-Palo Alto, Redding, Roseville, Santa Clara and
�. Ukiah, and-.'Flumas=Serra Rural Electric Cooperative,.
hereinafter- individually or collectively referred -to a
"Members' unless the context requires otherwise.
WHEREAS,.;NCPA.has heretofore been duly established as
-
a public agency'pursuant to. the .Joint Exercise of;.Powers -
Act of , the Government Code - of the State of California and,
Among other things, is authorised to acquire, construct,
e
'
finance,.and:operate buildings, works, facilities. and
Improvementw-for,: the generation and transmission of elec-
tric power and energy for resale to public and. private
i
- nears f •and < :
<��-Y -
•
NB88RBAS, each of the Members owns:a system.,for the
distribution "of - electric power and energy for public a
- e C)
private use and is authorized to obtain electric power and
energy for its present or future requirements, through con-
tracts with NCPA or- otherwise= and:,,
WHEREAS_, NCPA -has established and may establish pro-
jects for the supply of electric power and energy and may
provide other services relating thereto to some-or all of
the Members from time to time-upon their request, and the
Parties desire to formalize their relationships to provide
tba framework and certain terms of future agreements to be
entered into between them, to avoid misunderstanding, and
to facilitate the activities of NCPA]
W1, THERMA$, in consideration of the covenants of
each of the ftYties hereto, it is berebg agreed as follows:-`
=AM- CLE I-_
DEFINITIONS
1.00. The following terms, when used in this Agree-
ment With the first letter capitalized, whether in the
singular or the plural, shall have the following meanings=
1.01. "Delivery Point" for purposes of-8eations 9O1
and 9.02 is the point or points where electric power-+and:'
energy enters the electric distribution system,of each--or
the Members.
1.02. "Development Fund Projects" mean projects _under
the "NCPA Member Agreement for Participation ..in- Electric
Power Development Fund". dated as of May I r "1978, - as
0.2_
A:
cle k
amended, commonly referred to as the "Development Fund
Agreement.
1.03._ "First Phase" is defined in section 2.02(a)
hereof. -
1..04. "NCPA" means the Commission of NCPA. .
1.05. "NCPA Percentage Participation*. for any member
for the most recent prior calendar year means the ratio of
the maximum firm electric power demand of such Member_ for
the year as reported to the Federal Energy Regulatory
Commission, to the total of such demands for all NCPA' ,
Members.
1.06. "NCPA Project" is defined in section 2.01.
,,. 1.07. "Participating Member" means a member who
enters Into an agreement with NCPA relating_ to the Second
Phase or Third Phase of an NCPA-Project.
1008. "Project Participation Percentage" means the
percentages of participation of a Participating Member in
an NCPA Project as specifically set forth in an agreement
between NCPA-and all Participating Members. Such agreement
shall be a Service Schedule
1.09. "Second Phase" is defined In section 2.02(b).
"Supplemental
Power Supply" means any sources
of power other than on NCPA Project.
1.12. "Third Phase" is defined in Section 2.02(c).
1.13. "uncontrollable Forces" means act of God, a
public enemy, sabotage, strikes, lockouts, riots,
rebellions, injunctions, or interference through legal pro-
ceedings, muncipal, State or Federal laws or regulations, -
or the requisitions of any governmental or acting
authority, beyond the reasonable control of the Party.
ARTICLE II
PROJECT SERVICES
3.01. Scope. All projects undertaken by NCPA beyond
first
the phase shall be known as NCPA Projects, and the
relationships'between NCPA and its Members with respect to
all phases of NCPA Projects shall be as provided for in
this Agreement, except where the Service Schedule provides
otherwise.
2.02. Phases. Any project undertaken by NCPA may
have one or more of the following Phases: -
(a) First Phase consists of all preliminary
•'
Investigation work done by NCPA staff on a
project supported solely out of its general
funds and prior to the time that" NCPA
declares it as an NCPA Project. For the
4
y
shall "'not be greater' than the' WCPA Percentage Participation
of ttie Member divided by the sum of'NCPA Percentage Par-
tiaipation' of `'all 'Participating Members, unless the NCPA
Project is not fully subscribed because one or more of the
Participating Members elects to have a project Participa-
tion, `Percentage'- less than its maximum percentage. Xn such
case any unsubscribed portion of the VCPA Project shall be
divided ung Participating Members electing to'increaso
their share`in proportion to their respective Project
PereentiPartieipation; unless otherwise unanimously agreed
to by the Project Participating Members electing to-
fnarease- tiefi share.
Aa .agreement between NCPA and its Participating
Members, relating to the Third Phase of -an NCPA 'Pt-* jet
shall provide for reimbursement of the expenditures of.
Members In�the Second and Third Phases of such project,
along`-with interest as provided for in the appropriate
Bervice.Schedule,.out of final long tern financing of the
1QGPA Project.
Those who are not Participating Members in the Second
Phase may participate in the Third Phase provided no Second
.Phase Participating Member objects within 45 days after.
f
mitten notice of a desire'to participate.
This section shall not apply to Development Sd»d
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♦ e
2.04._ ;:.Service Schedules. All. agreements between NCPA
and Participating Members relating to the Second and Third
Phases. of::NCPA. Projects including Development Fund Projects
shall be attached to this Agreement as Service Schedules,;
and shall be.numbered consecutively in the order of their
approval. e
2.05. Project Voting. All Service Schedules for NCPA
Projects other than - Development -Fund Projects, Calaverasp
and Feather River shall provide as follows:
(a) that a quorum of the Commission# for pur-
poses of acting upm-_matters relating to an NCPA Project,
e
shall'consist of those Commissioners, or their designated...
alternates, representing a numerical majority of the
Participating -Members in such project, or, in the absence
of such, those;. Commissioners. representing Members...having..a
' Y t p ' yp 6 tl• p
{dj that upon demand of any Commissioners
including alternates) of Project Participants in the
involved NCPA Project, at any meeting of the Commission
other than the special, meeting referred to in paragraph {b}
i,,bove@ the vote on any issue relating to such Project shal-k
be by Project Participation Percentage and 65% or greater
affirmative vote shall be required to'take action.
meeting
written notice of veto to NCPA unless at a .,
Commissionersor .. •:.,
• " is
for the purpose of considering the veto, held within
30 days after such veto notice, the holders of 65% or more
of the Project Participation Percentage shall vote to over-
ride the veto.
(f) that 65 of percentage participation Speci-
fied in 'this section shall be reduced by the amount that
e percentage participation of any member shall. exceed
35t& but such 65 shall not be reduced below 50%.
2.06® Other Projects. Members signing this Agreement
shall not pursue the development of power projects outside
of their city limits (or service areas in the case of
Plumas-Sierra Rural Rlectric Cooperative) either alone or
r�
members' notification of NCPA, then no m:-:,mber shall pursue
such project individually or in combination with other
As f::in this'f "Power
.:f:•- •-includes
construction or ownership in whole or. in part, of a power
generation plantp and includes the purchase of power from
sources'Aher than Pacific Gas and Electric Company or
Western Area Power Administrationp but does not include any
non-NCPA power project without first notifying NCPA.
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with PG E, said member agrees that the agreement shall con-
tain a provision which provides that the agreement may be
superseded by any subsequent NCPA/PG&E interconnection
agreement that provides for, among other things, comparable
services contained in the Member/PCVE agreement®
ARTICLE Xis
POWER AND ENERGY SALES TO THE MEAIBBR
3a 01. NCProjects. As specified in Service
Schedules attached hereto, NCPA shall deliver, or cause to
be delivered# to the point of delivery the Member's parti-
cipation share of the capacity and energy from such speci-
fied NCPA Projects®
3.62® sup2lemental Power Su l NCPA shall, deliver
°
or cause to delivered Supplemental Power Supply from the
suppliers of such capaciiy and energy to Members to the
tent, if any® provided for in an agreement to be entered
into between NCPA and such Members and attached hereto as a
Service Schedule® NCPA's obligation to provide Supple-
mental
upplemental. Power Supply to any Member under such a Service °
-10- _ °I
Schedule shall, -,be limited to the supplying party"s obliqa7-
provide, 1 e energy
the agreement or'. agreements: to provide capacity and energy
between NCPA anA the supplying party which shall become
Service Schedules hereto. The Member shall pay to NCPA an
for providing -such SupPower Supplyo the
ARTICLE IV
4®01® NCPA Pr® ects and Supplemental Power SqpplX.
NCPA shall schedule.all.power from NCPA Projects® and shall
schedule all power from PG&E or other suppliers which the
Members have requested NCPA to obtain for thea, all in
accordance with Service Schedules comprising agreements
between NCPA and such Participating Hembefs wbich shall be
attached hereto.
4,02. Cather Member Projects.. NCPA may also schedule
power from ether projects in which the Members are
Involved, pursuant to an agreement between NCPA and such o
Membersp..which agreement shall be attached hereto. as a
Service Schedule. Such scheduling shall not be undertaken
in a fashion that will reduce the benefits to Members of
scheduling under the next preceding section 6
4.03® Method. Scheduling by NCPA may be provided
directly by NCPA, or pursuant to a contract between. NCPA
all_
and an®thar entity which vill provide that function, with
appropriate controls exercised by NCAA as may' be provided
in a Service Schedule between NCPA and its Members.
5®02® Assistance to Members. A Member may upon
request, and agreement to pay the costs thereof, obtain
assistance from'NCPA in preparing the forecast, pursuant to
an agreement between such Member and NCPA which shall be
attached hereto as a Service Schedule; but obtaining such
assistance shall not relieve the Member of responsibility
for the forecast®
.03. Adoption of Plan. on the .basis of the fore-
casts and other data supplied to DCPA by its Members, NCPA
shall prepare in cooperation with such Members a plan for
the supply of capacity and energy to all Members. Such
plats shall be updated annually and shall include existing
and potential, sources of capacity and energy including NCPA
_12-
2. other Members participating in the project
w shall have a right of first refusal, and
other NCPA members shall have the second
right, pursuant to paragraphs 4 and 5 of
this section 6.01®
p
ARTICLE V11
Records •unts. NCPh shallp accurate records and accounts for each NCPA Projectp for supple-
of Accounts Prescribed f or Public Utilities and Licensees
Subject to the Provisions of the Federal Power Act, as
amended from time to times and shall be audited annually by
public
a firm of independent certified
reputation. Such records and accounts shall be made
i�zltted t6 the Member not later than four months after the
is of NCPA's Iriscal Year.
such reiports and records which are required or may be
required -by the California Energy Commissions, the FederaL---.
Onergy Regulatory Commission or ether such local, state or
SAM
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^ a
.f edexal agencies, as such reports' azid records are required
or NCPA to fulfill its obligations sander this Agreement.
7®03. Reports to Members. NCPA will, prepare and
issue to the Member the following reports each month of the
contract year:
no Financial, operating.Statement.
b. Status of Annual Budget.
o. Such additional. reports as are required
Lander the Service Schedules to which Member
is a signatory.
ARTICLE Vill
BUDS
®01® Principles. it is the intention of the parties
hereto that the responsibilities and level, of effort of
NCPA's staff is set forth in this Agreement and the -Service
Schedules attached heretop and that funding and support for
er
staff will tae provided by the Members to allow it to per-
form
form the functions mandated to thus herein®
0402. Adoption® NCPA shall prepare and submit. to the
Kembers,bt least three calendar months prior to each July 1,
a proposed Annual Budget for the ensuing Fiscal, Year® .,The
ual Budget shall include costs identifiable for each
Service Schedule® casts associated with NCPA fulfilling
other obligations as identified her6inn (General Fund), as
s
c
C
0.03® Amendments. ouring each Fiscal Year, NCPA
shall from time to time review the Annual, Budget for such
Fiscal Year. In the event such review indicates that the
BudgetAnnual or substantially
correspond with actual receipts and expendituresv or If at
which shall, supersede the Annual, Budget or amended Annexal,
Budget®
0.04® Xnformation. NCPA shall cause staff to develop
a detailed progress reporting system® This system shall be
based o presenting reports onG monthly basis Yr is
to status of work (actual status of work compared to
planned status ofwork) and with regard to cost (actual,
costs to date compared to Manned costs to date)
0.05® Payment. Each member shall, pay amounts due in
accordance with the budget adopted pursuant to Section 8602
in four equal, amounts payable on or before July _1s.
October l* J#nuary I and April I. If the budget is amended
-17-
t
during the year® the remaining payments for that year shall
-be adJusted to:refleat the amended budget. Any payments
not made S
hin 30 days following the due date shall bear
interest at the prime rate of the Bans of America NT & SA®
thea in effect computed on a daily basis plus two percent
Until paid.
Nothing in this agreementobligate
pay more to NA than is provided In ZEA®s joint powers
agreement and in Service Schedules approved by it attached
hereto.
ARTICLE XX
9.01. Division f. •
the Hem . bersp shall be responsible for the transmissiong
control&or r "f of electriccapacity and
harmless the one indemnified, its agents& servants, and
employeest from and against any and all liability and any
and all losses, damages, injuriesp costsp and expenses&
Including expenses incurred by the one indemnified, its
AMICLE X
ASSIGNMENT OF AG NT
20.01. Limitati®ns, This Agreement, exclusive . cf
e Service Schedules'v shall inure to the benefit of and
shall be binding upon the resp+-ctive successors and
o
®-19-
or any Trustee designated in a Bond Resolution any of
NCPA's rights under the provisions .of this Agreement exclu-
sive of any Service Schedule except as expressly provided
therein Upon the execution of such assignment and pledge®
such assignee shall have the ii,ghts and remedies herein
provided to NCPA,, and any reference herein to NCPA shall he
deemed' with the necessary changes in details to include
b
such assignee which shall be a third -party beneficiary o
the covenants and agreements of the Member herein contain
20-
Service Schedules attached hereto® whichever occurs last.
12.02. Termination �x Members"' 'Notwithstanding the
above$ the Member terminate participation this
maw
Agreement at any time upon three years' written notice to
CIA, provided, however, that such terminating Member shall
be obligated for all expenses and liabilities incurred
prior to the effective date of such termination on its
pursuantbehalf by NCPA .:
Agreement# and shall maintain its rights and liabilities as
contained in the Service Schedules attached hereto® Fur-
therg such terminating Members shall in any event be obli-
and as are' a part of the security afforded by this Agree -
Ment for the payment of principal of and premium, if any,
and interest on any outstanding Bonds®
12®03 Execution of Agreement. Members of NCAA
desiring to enter into this Agreement must execute this
Agreement before February 12, 1.981.# provided, however,
members of NCPA may enter into this Agreement after such
date upon a showing of good cause and with the approval of
the Participating Members in accordance with the voting
Irocedures of Section 2.05 herein4p but.in no event after
G'ebruary 12p 1982.. This section does not apply to public
�Antities that become mem6ers of NCPA
i r31111 •'.
counterpart of this agreement with the approval of its
governing body, and caused its official seal'to be affixed
C
and
CITY OF GRIDLEY
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