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RES. NO. 83-34
Agenda item k-5 " NCPA Second Phase t for
Approve Agreement
Geysers Transmission Facilities" was introduced by City
Manager Glaves.
Mr. Roger Fontes of the NCPA Staff made a presentation to
the Council on the subject which included the following
information:
I. Introduction
I Geysers Transmission
I 2nd Phase Agreement for Gey. Project
a. Background
b. Available PG&E Transmission Service
c. "Wheeling" Versus Ownership
d. 2nd Phase Agreement Provisions
1. Geysers -Lakeville Line
2. Joint New Line
III. Budget
a. NCPA 2nd Phase Agreement
b. 4 -Party Joint Venture Agreement
c. NCPA Budget/Cash Flow
d. Project Financing
A very lengthy discussion follamied with questions being
directed to the City Manager and to Mr. Fontes.
On motion of Council Member Snider, Olson second, Council
adopted Resolution No. 83-34 approving the NCPA Agreement
for Financing of Planning and Licensing Activities for
Construction of Geysers Transmission Facilities and
authorized the Mayor and City Clerk to execute the Agreement
on behalf of the City. The motion carried by the following
vote:
Ayes: Council Members - Murphy, Snider, and. Olson
Noes: Council Members - Pinkerton
Absent: Council Members - Reid
CITY COUNCIL
EVELYN M. OLSON.,Mayor
;OHN R (Randy) SNIDER
Mayor Pro Tempore
ROBERT G MURPHY
JAMES W PINKERTON. Jr.
IREU M REID
C; LTY OF LODI
CITY HALL. 221 WEST PINE STREET
POST OFFICE BOX 320
LODI. CALIFORNIA 95241
(209) 334-5634
May 16, 1983
Ms. Gail Sipple
NCPA
8421 Auburn Blvd., Suite 160
Citrus;Heights, CA 95610
HENRY A. GLAVES. Ir.
City ,Manager
ALICE M. REtX%CHE
City Clerk
RONALU M STEIN
City Attorney
Dear Gail:
Enclosed. herewith please find executed copy of the NCPA Agreanent for
Financing of Planning and Licensing Activities for Construction of Geysers
Transn ssion Facilities which was approved by the Irodi City Council at its
regular -.meeting of May 4, 1983. Also enclosed is a certified copy of the
authorizing Resolution - Resolution No. 83-34.
Very truly yours,
Alic* M Rent the
City Clerk
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0 77
RESOLUTION NO. 83-34
RESOI.UPICN APPROVING THE NCPA AGRMIENN'T FOR FL's MCING
OF PLANNING: AND LICENSING ACTIVITIES FOR CONSTRUCTION
OF GEYSERS TRANSMISSION FACILITIES AND ALmuRIZING
THE MAYOR MD CITY CLERK TO EXFC;VI'E TIM AGRE E1q NT ON
BEHALF OF 71 IE CITY
RESOLVED that the City Council of the City of Lodi does hereby approve the
NMA Agreement for financing of planning and licensing activities for
oonstruetion of Geysers Transnission Facilities; a coley of which is attached
hereto marked "Exhibit A" and thereby made a part hereof.
BE IT FURTHER RESOLVED that the City Council of the City of Lodi does
hereby authorize the Mayor and City Clerk to execute said agreement on
behalf of the City..
Dated: May -4, 1983
I hereby certify that Resolution No. 83-34 was passed and adopted
by the City Oouncil of the City of Lodi in a regular meeting held
May 4, 1983 by the following vote:
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Ayes: Douncil Members:- WuThy, Snider, and Olson (Mayor)
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Noes: Council Members.- Pinkerton
Absent: " Council Members- Reid
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Alice M. Reim; • �'�: i �, �'
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4/6/83 #2377A
AGREEMENT
FOR
FINANCING OF PLANNING AND LICENSING ACTIVITIES
FOR CONSTRUCTION OF GEYSERS TRANSMISSION FACILITIES
This Agreement dated as of March 1, 1983, by and between
Northern California Power Agency, a joint powers agency of the
State of California, hereinafter called "NCPA" and those of its
members who execute this Agreement, hereinafter called "Project
Members", witnesseth:
WHEREAS, NCPA and other publicly and privately owned utili-
ties have constructed geothermal power plants in the known
Geothermal Resources Area located in Lake and Sonoma Counties
(hereinafter called the Geysers) and have proposed the construc-
tion of additional geothermal power plants there= and
WHEREAS, there is, and will continue to be, inadequate
transmission capacity to deliver the power generated by the
existing and proposed power plants out of the Geysers, even
after the construction of new transmission facilities heretofore
approved by the California Energy Commission; and
WHEREAS, the Project Members desire to investigate the
feasibility and cost of acquiring additional transmission capa-
city in the Geysers (either by the construction of facilities
Jointly with others, or by the purchase of an interest in such
facilities constructed by others, or both), and to pursue the
necessary regulatory approvals therefor= and
WHEREAS, the cost of the planning and development activi-
ties for said transmission facilities (hereinafter referred to
as "the Project") is estimated to be $1,600,000; and
WHEREAS, it is desirable that the Project Members formalize
their understanding regarding sharing of the benefits and bur-
dens associated with their participation in the Pro?ect;
NOW THEREFORE, the parties hereto agree as follows:
Section 1. Obligation Formalized -Percentage Participation
Collection and Documentation. Each Project Member hereby agrees
to continue to pay or advance to NCPA, from its electric depart-
ment revenues only, its percentage share of the costs authorized
by Project Members in accordance with this Agreement in connec-
tion with its participation in the Project. Each Project Member
further agrees that it will fix the rates and charges for ser-
vices provided by its electric department so that it will at all
times have sufficient money in its electric department revenue
funds to meet this obligation. The percentage participation of
each NCPA member which has tentatively determined to be,a
Project Member is initially established as follows:
Alameda
31.865
Biggs
00.439
Gridley
00.748
Lodi
21.701
Healdsburg
06.936
Lompoc
06.948
Palo Alto
04.159
Redding
00.000
Roseville
15.072
Santa Clara
00.000
Ukiah
10.595
Plumas-Sierra R.E.C.
_01.537
100.001
-2-
f ,)
The above participation percentages shall be revised pro-
portionately if less than all of the above NCPA members become
Project Members, and thereafter if and when any Project Member
withdraws in whole or in part. Any Project Member wholly with—
drawing shall thereupon cease to be a Project Member for all
purposes except for purposes of Section 4.
Hereafter, NCPA shall demand from each Project Member its
share of its agreed to financial commitment on a concurrent
basis. Any part of such demand by NCPA which remains unpaid for
sixty days after its billing date shall bear interest from such
sixtieth day at the prime rate of the Bank of America NT&SA then
in effect computed on a daily basis plus two percent until
paid. Interest so earned shall not change any Project Member's
participation percentage, and shall become a part of the working
capital fund defined below.
The funds advanced according to this Section 1 shall be
used to establish a working capital fund if and when approved by
the Project Members, and in an amount and subject to any limita-
tions approved by the Project Members.
Section 2. Limited Rights to Participate In Final
Implementation and Financing.
(a) Discretion - Disposition of Transmission
Capacity. In consideration of the payments provided for in
Section 1 hereof each Project Member who has not wholly with-
drawn, or who is not tnen in default shall have an exclusive
-3-
r option to enter into a Third Pase Agreement for all or a part of
its participation percentage of all transmission capacity
developed for use by NCPA members pursuant to this Agreement.
(b) Increase in Purchases. A Project Member can, at
the tine of entering into the Third Phase Agreement, purchase
more than its participation percentage of Project transmission
capacity if additional capacity is available by reason of the
non -participation in the Third Phase Agreement by one or more
Project Members. Such excess capacity shall be reallocated
among those who do participate in the same proportion as their
shares bear to the total shares of those who do participate. If
Project Members so entitled do not wish to contract for all the
excess capacity, such remaining excess shall be disposed of as
agreed to by the Project Members.
(c) Exercise and Effect of Taking Less Than Full
Entitlement. The Project Members shall establish the terms and
provisions of an agreement to purchase transmission capacity of
the Project prior to the expiration of this Agreement, to be
known as the Third Phase Agreement. They shall also establish
the date by which the Third Phase Agreement must be executed by
Project Members and delivered to NCPA if they are to participate
in the purchase of transmission capacity from the Project.
Failure to execute the Third Phase Agreement for any of its
total participation share and to deliver it to NCPA by that date
or 30 days after member receipt, whichever is later, will be an
-4•-
0
irrevocable decision on part of that Project Member not to pur-
chase any such transmission capacity. Execution and delivery of
the Third Phase Agreement for less than its total participation
percentage and delivery of that Project Member executed agree-
ment to NCPA by the date established or 30 days after Project
Member's receipt, whichever is later, will likewise be an
irrevocable decision on the part of that Project Member not to
purchase any such transmission capacity in excess of the share
set forth in its delivered agreement. Supplemental agreements
or other agreements will be entered into for the excess or sur-
plus capacity. The procedure for processing supplemental agree-
ments shall be consistent with those prescribed immediately
above in this subsection (c) for making purchases of transmis-
sion capacity. Failure to return an executed agreement for any
additional transmission capacity within the prescribed period is
an irrevocable decision not to purchase such additional capa-
city. The Project Member making any herein defined irrevocable
decision not to purchase all of its share of transmission capa-
city shall be foreclosed from utilizing, and shall be relieved
of further burdens related to, transmission capacity which it
has declined to p;:rchase.
Section 3. Member Direction and Review. NCPA shall comply
with all lawful directions of the Project Members with respect
to this Agreement, while not stayed or nullified, to the fullest
extent authorized by law. Actions of Project Members, including
-5-
giving above directions to NCPA, will be taken only at meetings
of authorized representatives of Project Members duly called and
held pursuant to the Ralph M. Brown Act. ordinarily, voting by
representatives of Project Members will be on a one member/one
vote basis, with a majority vote required for action; however,
upon request of a Project Member representative, the voting on
an issue will be by percentage participation with 65% or more
favorable vote necessary to carry the action.
Any decision related to the Project taken by the favorable
vote of representation of Project Members holding less than 65%
of percentage participation can be reviewed and revised if a
Project Member holding any participation percentage gives Notice
of Intention to seek such review and revision to each other
Project Member within 48 hours after receiving written notice of
such action. If such Notice of Intention is so given, any
action taken specified in the notice shall be nullified, unless
the NCPA Commissioners of Project Members holding at least 65%
of the total participation percentage then in effect vote in
favor thereof at a regular or specially called meeting of
Project Members. If the Notice of Intention concerned a failure
to act, such action shall nevertheless be taken if NCPA
Commissioners of,Project Members holding at least 65% of the
total Participation Percentage vote in favor thereof at a
regular or specially called meeting of Project Members.
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Section 4. Conditional Repayment to Members. All payments
and advances made heretofore, and those hereafter made pursuant
to Section 1, excluding interest paid on delinquent payments,
shall be repaid to each of the entities making such payments and
advances pursuant to this Agreement out of the proceeds of the
first issuance of the Project bonds or as and when there are
sufficient funds available from partial sale of bonds. Such
reimbursements shall be made within 60 days following the sale
of any Project bonds and shall include interest computed monthly
at a rate equivalent to the end of the month prime rate of the
Bank of America NT&SA. Any interest due under the third para-
graph of Section 1 of this Agreement and unpaid shall be
deducted from the repayment. If NCPA determines to construct
transmission facilities, but is not successful in obtaining
approval therefor from the California Energy Com.-nission (CEC) ,
there shall be no reimbursement except out of unused Project
funds including those then in the Working Capital and
Contingency Fund account, along with all other receipts to which
NCPA is entitled in connection with the Project.
Section 5. Term. This Agreement shall take effect on
March 1, 1983, but only if approved by NCPA members holding 85%
of the initial percentage participation prior to May 18, 1983
and executed by such members prior to July 1, 1983. This Agree-
ment shall not be binding upon Plumas-Sierra Rural Electric
Cooperative until approved in writing by the Administrator of
the Rural Electrification Administration. This Agreement shall
-7-
be superseded by the Final Transmission Contract which Project
Members shall enter any time prior to the issuance of the CEC
license, but in no event later than 120 days after the receipt
of the CEC license, pursuant to Section 2, except that Section 4
shall remain in effect. Changes may be made in this Section 5,
except as to the continued effectiveness of Section 4, in accord-
ance with Section 3 hereof.
Section 6. Financial Commitments. Each Project Member
agrees to a total financial commitment for its respective per-
centage participation of the NCPA share of a total of $1,600,000
principal.amount.plus interest thereon, if any, including pay-
a�:nts and advances heretofore made, as authorized and approved
i)y Project Members. This is the total estimated budget for these
proceedings until CEC issues the Project license.
From time to time as needs arise, representatives of
Project Members may, by a favorable vote as provided in Sec-
tion 3, authorize an increase in NCPA's financial commitment
which can be shown to support the completion of the Project but
only after 30 days' written notice of such proposed increase has
been given to all Project Members.
Section 6A. Assignment. (a) Notwithstanding any other
provision of this Agreement, if NCPA shall require funds to
carry out the terms of this Agreement prior to the receipt of
adequate funds from the Project Members, it may assign its right
to receive any payments under this Agreement to a bank or other
financial institution to secure a borrowing by NCPA of not more
-8-
0
than $1,600,000 or in exchange for an amount of money equal to
not more than $1,600,000. Project Members hereby consent to
such assignment, and upon notification in writing by NCPA, each
such Project Member will make each such assigned payment directly
to the assignee. The assignee shall not be liable to Project
Members for the amounts as assigned, and NCPA shall use the pro-
ceeds of such borrowing or assignment for the purposes provided
in this Agreement.
If an assignment is made under this section, then upon
the failure of any Project Member to make any payment so
assigned, the Percentage Participation of each non -defaulting
Project Member shall be automatically increased for the term of
the assignment pro rata with that of the other non -defaulting
Project Members, and the defaulting Project Member's Percentage
Participation shall (but only for purposes of computing the
respective Percentage Participation of the non -defaulting
Project Members) be reduced correspondingly; provided that the
sum of such increase for any non -defaulting Project Member shall
not exceed without written consent of the non -defaulting Project
Members an accumulated maximum of 25% of the non -defaulting
Project Member's original Percentage Participation.
If the Project Member shall fail or refuse to pay any
amounts due to NCPA, the fact that other Project Members shall
increase their obligations to make such payments shall not
relieve the defaulting Project Member of its liability for such
payments and any Project Member increasing such obligation shall
-9-
i%
have a right of recovery from the defaulting Project Member to 4'
s.
the extent of such respective increase.
i
In addition, NCPA may terminate the provisions of this
Agreement insofar as they entitle the defaulting Project Member
to its Percentage Participation of Project output.
(b) For the purposes of such assignment, NCPA may fix
and schedule the total amount payable by each Project Member
into any number of semi-annual payments, not less than four nor
to exceed ten, and the dates on which such payments will be
made, and each Project Member agrees to abide by such schedule.
NCPA shall provide a reasonable opportunity for any Project
Member to prepay its total obligation.
(c) After such an assignment is made, no Project
Member may avoid the obligation so assigned by withdrawal pur-
suant to section 7 hereof or otherwise.
(d) If NCPA makes an assignment pursuant to this sec-
tion,
ec-
tion, it may transfer any or all of its rights and duties to a
nonprofit corporation formed to act on behalf of NCPA if the
voting power of the members of such corporation is distributed
in the same manner- as that provided in sections 3 and 8 of this
Agreement.
Section 7. Withdrawal From Further Participation. If at
any time following the execution of this Agreement, there is an
increase in NCPA's financial commitment, Project Members may
partially withdraw, i.e., from participation in the increase, or
may withdraw wholly from the Project. Such withdrawal shall be
-10-
�3.'SfRg:�:2�E?+v'ev.e�.x�*r.*Attzrz�...,.-.._._..,,..,r. s::��+'�.nne. �•�«r..»x..x,�
subject to honoring any commitments mads by them or on their
behalf pursuant to authorization of this Agreement. To with-
draw, such Projedt-Members shall give NCPA written notice of
such withdrawal, in part or in whole, within thirty (30) days of
the receipt of the notice by them of the increase.
section 8. Voting Rights and Duration. A Project Member
is participating for purposes of Section 3 percentage voting
until it completely withdraws, but a partial withdrawal will
result in a reduction in its percentage participation to the
ratio of its payments after such withdrawal to the total amount
of payments by all Project Members after such withdrawal. When
the Third Phase Agreement is executed, or revised, revised par-
ticipation percentages for voting shall be established by
dividing the amount of transmission capacity agreed to be pur-
chased by each Project Member by the total amount of such capa-
city to bar purchased by all Project Members except that the 658
of percentage participation specified in Sections 3 and 9 shall
be reduced by the amount that the percentage participation of
any Project Member shall exceed 358, but such 65% shall not be
reduced below 508.
Section 9. Quorum Defined_. The presence of either a
majority of the Project Members, or of Project Members then
having a combined participation percentage of at least 65% shall
constitute a quorum for the purpose of action. If no quorum is
present at a regular meeting of such Project Members, the absent
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0
r
Project Members shall pay $50 each, the money to be paid into
the working capital fund of the Project.
IN WITNESS WHEREOF, each Project Member has executed this
Agreement with the approval of its governing body, and caused
its official seal to be affixed, and NCPA has authorized this
Agreement in accordance with the authorization of its Commission.
NORTHERN CALIFORNIA POWER AGENCY CITY OF ALAMEDA
By:
By
CITY OF BIGGS
By:
By:
CITY OF GRIDLEY
By:
By:
CITY OF HEALDSBURG
By:
By:
CIT LODI /
By:
.Y Viso ayes
By:
City Clerk
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By:
By.-
CITY
y:
CITY OF REDDING
By:
By:
CITY OF ROSEVILLE
By:
By:
CITY OF SANTA CLARA
By:
By:
CITY OF UKIAH
By•
By:
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I
Hatt COW la Power Agency is • 3 It. 12 3 9 IN S. 4 7
8421 Auburn Boulevard, Suite 160 Citrus Heights. California 95610 XUi M.
NODW E 001011SHM CITY CLERX
GOW&I Manager C;TY CIF L D"
(916) 722-7815
March 29, 1983
Yours truly,
L
GA L SI PLE
axe tive Assistant
A to chmen t
cc: City Clerk
4
TO: Members
1
the CoAmissn
FROM: Gail Si
i
p e
SUBJECT: Geysers
ansmissi
n - cond Phase A4reement
shed
Per Commission action o
March 24,
983, at is a final copy of the
Geysers Transmission Ag
nt to
submi d to your governing body for
approval.
Although Resolution No, 0-27 (at
ch ) specifies that this agreement
must be approved by o in ce, I h
been advised by Bond Counsel that
an ordinance is not u d.
ver, it is requested that each member
approve the agreement y soluti
n. Also, please note that Resolution
No. 83-27 requires ap rova of t is
agreement prior to May 18, 1983.
By copy of this let I am also
forwarding this document to your City
Clerk for processing
If you have any que tions, please
contact me.
Yours truly,
L
GA L SI PLE
axe tive Assistant
A to chmen t
cc: City Clerk
RESOLUTION NO. 83-27
NORTHERN CALIFORNIA POWER AGENCY
BE IT RESOLVED BY THE COMMISSION OF THE NORTHERN CALIFORNIA POWER AGENCY,
as follows:
Section 1. The form of "Agreement for Financing of Planning and Licensing
Activities for Construction of Geysers Transmission Facilities" presented to
this meeting is hereby approved.
Section 2. The General Manager is authorized and directed to transmit
such agreement to the members with a request that they authorize its execution
by ordinance prior to May 18, 1983, and that they execute the same in counter-
parts after the effective date of the ordinance and prior to July 1. 1983, all
as provided in Section 5 of the Agreement.
Section 3. If the requirements of Section 5 are complied with the General
Manager is authorized to execute each counterpart of the AgreEirent on behalf
of this Agency.
Vote ,.
City of -Alameda � If
Biggs
Gridley
Nealdsburg
Lodi
Lompoc
Palo Alto
Redding
Abstained Absent
Roseville
Santa Clara
Ukiah �t _
Pliunas-Sierra
ADOPTED AND APPPCVED this a? Y"�' day of 1983.
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191
2�77A 3/28/83
Q
E
AGREEMENT
FOR
FINANCING OF PLANNING AND LICENSING ACTIVITIES
FOR CONSTRUCTION OF GEYSERS TRANSMISSION FACILITIES
This Agreement dated as of March 1, 1983, by and between
Northern California Power Agency, a joint pokers agency of the
State of California, hereinafter called "NCPA" and those of :t s
members who execute this Agreement, hereinafter called "Project
Memberu", witnesseth:
WHEREAS, NCPA and other publicly and privately owned utili-
ties have constructed geothermal power plants in the known
Geothermal Resources Area located in Lake and Sonoma Counties
(hereinafter called the Geysers) and have proposed the construct -
tion of additional geothermal power plants there; and
WHEREAS, there is, and will continue to be, inadequate
transmission capacity to deliver the power generated by the
existing and proposed power Plants out of the Geysers, even
after the construction of new transmission facilities heretofore
approved by the California Energy Commission; and
WHEREAS, the Project Members desire to investigate the
feasibility and cost of acquiring additional transmission capa-
city in the Geysers (either by the construction of facilities
jointly with others, or by the purchase of an interest in such
facilities constructed by others, or both), and to pursue the
necessary regulatory approvals therefor; and
WHEREAS, the cost of the planning and development activi-
ties for said transmission facilities (hereinafter referred to
as "the Project") is estimated to be $1,600,000; and
WHEREAS, it is desirable that the Project Members formalize
their understanding regarding sharing of the benefits and bur-
dens associated with their participation in the Project;
NOW THEREFORE, the parties hereto agree as follows:
Section 1. Obligation Formalized -Percentage Participation
Collection and Documentation. Each Project Member hereby agrees
to continue to pay or advance to NCPA, from its electric depart-
ment revenues only, its percentage share of the costs authorized
by Project Members in accordance with this Agreement in connec-
tion with its participation in the Project. Each Project Member
further agrees that it will fix the rates and charges for ser-
vices provided by its electric department so that it will at all
times have sufficient money in its electric department revenue
funds to meet this obligation. The percentage participation of
each NCPA member which has tentatively determined to be a
Project Member is initially established as follows:
Alameda
31.865
Biggs
00.439
Gridley
00.748
Lodi
21.701
Healdsburg
06.936
Lompoc
06.948
Palo Alto
04.159
Redding
00.000
Roseville
15.072
Santa Clara
00.000
Ukiah
10.595
Plumas-Sierra R.E.C.
01.537
00.00%
-2-
0 0
The above participation percentages shall be revised pro-
portionately if less than all of the above NCPA members become
Project Members, and thereafter if and when any Project Member
withdraws in whole or in part. Any Project Member wholly with—
drawing shall thereupon cease to be a Project Member for all
purposes except for purposes of Section 4.
Hereafter, NCPA shall demand from each Project Member its
share of its agreed to financial commitment on a concurrent
basis. Any part of such demand by NCPA which remains unpaid for
sixty days after its billing date shall bear interest from such
sixtieth day at the prime rate of the Bank of America NT&SA then
in effect computed on a daily basis plus two percent until
paid. Interest so earned shall not change any Project Member's
participation percentage, and shall become a part of the working
capital fund defined below.
The funds advanced according to this Section 1 shall be
used to establish a working capital fund if and when approved by
the Project Members, and in an amount and subject to any limita-
tions approvea by the Project Members.
Section 2. Limited Rights to Participate In Final
Implementation and Financing.
(a) Discretion - Disposition of Transmission
Capacity. In consideration of the payments provided for in
Section 1 hereof each Project Member who has not wholly with-
drawn, or who is not then in default shall have an exclusive
-3-
C�
option to enter into a Third Pase Agreement for all or a part of
Its participation percentage of all transmission capacity
developed for use by NCPA members pursuant to this Agreement.
(b) Increase in Purchases. A Project Member can, at
the time of entering into the Third Phase Agreement, purchase
more than its participation percentage of Project transmission
capacity if additional capacity is available by reason of the
non -participation in the Third Phase Agreement by one or more
Project Members. Such excess capacity shall be reallocated
among those who do participate in the same proportion as their
shares bear to the total shares of those who do participate. If
Project Members so entitled do not wish to contract for all the
excess capacity, such remaining excess shall be disposed of as
agreed to by the Project Members.
(c) Exercise and Effect of Taking Less Than Full
Entitlement. The Project Members shall establish the terms and
provisions of an agreement to purchase transmission capacity of
the Project prior to the expiration of this Agreement, to be
known as the Third Phase Agreement. They shall also establish
the date by which the Third Phase Agreement must be executed by
Project Members and delivered to NCPA if they are to participate
in the purchase of transmission capacity from the Project.
Failure to execute the Third Phase Agreement for any of its
total participation share and to deliver it to NCPA by that date
or 30 days after member receipt, whichever is later, will be an
-4-
19 a
irrevocable decision on part of that Project Member not to pur-
chase any such transmission capacity. Execution and delivery of
the Third Phase Agreement for less than its total participation
percentage and delivery of that Project Member executed agree-
ment to NCPA by the date established or 30 days after Project
Member's receipt, whichever is later, will likewise be an
irrevocable decision on the part of that Project Member not to
purchase any such tranamission capacity in excess of the share
set forth in its delivered agreement. Supplemental agreements
or other agreements will be entered into for the excess or sur-
plus capacity. The procedure for processing supplemental agree-
ments shall be consistent with those prescribed immediately
above in this subsection (c) for making purchases of transmis-
sion capacity. Failure to return an executed agreement for any
additional transmission capacity within the prescribed period is
an irrevocable decision not to purchase such additional capa-
city. The Project Member making any herein defined irrevocable
decision not to purchase all of its share of transmission capa-
city shall be foreclosed from utilizing, and shall be relieved
of further burdens slated to, transmission capacity which it
has declined to purchase.
Section 3. Member Direction and Review. DCPA shall comply
with all lawful directions of the Project Members with respect
to this Agreement, while not stayed or nullified, to the fullest
extent authorized by law. Actions of Project Members, including
-5-
giving above directions to NCPA, will be taken only at meetings
of authorized representatives of Project Members duly called and
held pursuant to the Ralph M. Brown Act. Ordinarily, voting by
representatives of Project Members will be on a one member/one
vote basis, with a majority vote required for action= however,
upon request of a Project Member representative, the voting on
an issue will be by percentage participation with 65% or more
favorable vote necessary to carry the action.
Any decision related to the Project taken by the favorable
vote of representation of Project Members holding less than 65%
of percentage participation can be reviewed and revised if a
Project Member holding any participation percentage gives Notice
of Intention to seek such review and revision to each other
Project Member within 48 hours after receiving written notice of
such action. If such Notice of Intention is so given, any
action taken specified in the notice shall be nullified, unless
the NCPA Commissioners of Project Members holding at least 65%
of the total participation percentage then in effect vote in
favor thereof at a regular or specially called meeting of
Project Members. If the Notice of Intention concerned a failure
to act, such action shall neverth•.less be taken if NCPA
Commissioners of Project Members holding at least 65% of the
total Participation Percentage vote in favor thereof at a
regular or specially called meeting of Project Members.
-6-
LI
Section 4. Conditional Repayment to Members. All payments
and advances made heretofore, and those hereafter made pursuant
to Section 1, excluding interest paid on delinquent payments,
shall be repaid to each of the entities making such payments and
advances pursuant to this Agreement out of the proceeds of the
first issuance of the Project bonds or as and when there are
sufficient funds available from partial.sale of bonds. Such
reimbursements shall be made within 60 days following the sale
of any Project bonds and shall include interest computed monthly
at a rate equivalent to the end of the month prime rate of the
Bank of America NT&SA. Any interest due under the third para-
graph of Section 1 of this Agreement and unpaid shall be
deducted from the repayment. If NCPA determines to construct
transmission facilities, but is not successful in obtaining
approval therefor from the California Energy Commission (CEC1,
there shall be no reimbursement except out of unused Project
funds including those then in the Working Capital and
Contingency Fund account, along with all other receipts to which
NCPA is entitled in connection with the Project.
Section 5. Term. This Agreement shall take effect on
March 1, 1983, but only if approved by NCPA members holding 85%
of thG initial percentage participation prior to.May 28, 1983
and executed by such members prior to July 1, 1983. This Agree-
ment shall not be binding upon Plumas-Sierra Rural Electric
Cooperative until approved in writing by the Administrator of
the Rural Electrification Administration. This Agreement shall
-7-
be superseded by the Final Transmission Contract which Project
Members shall enter any time prior to the issuance of the CEC
licenae, but in no event later than 120 days after the receipt
of the CEC license, pursuant to Section 2, except that Section 4
shall remain in effect. Changes may be made in this Section S,
except as to the continued effectiveness of Section 4, in accord-
ance with Section 3 hereof.
Section 6. Financial Commitments. Each Project Member
agrees to a total financial commitment for its respective per-
centage participation of the NCPA share of a total of $1,600,000
in costs, including payments and advances heretofore made, as
authorized and approved by Project Members. This is the total
estimated budget for these proceedings until CEC issues the
Project license.
From time to time as needs arise, representatives of
Project Membera may, by a favorable vote as provided in Sec-
tion 3, authorize an increase in NCPA's financial commitment
which can be shown to support the completion of the Project but
only after 30 days' written notice of such proposed increase has
been given to all Project Members.
Section 6A. Assignment. (a) Notwithstanding any other
provision of this Agreement, if NCPA shall require funds to
carry out the terms of this Agreement prior to the receipt of
adequate funds from the Project Members, it may assign its right
to receive any payments under this Agreement to a bank or other
financial institution to secure a borrowing by NCPA or in
-8-
.,-s oc. - . �..�+.. + , 3`'+zry'.3r> 'M+a.i'![}R 4Y -s?o �c,..�: yy�y¢q'i�l-.i^rtpa7c';;s`!N'.^T.R°'c„•`h..1 T rN F-w�" : �k�$
MR
exchange for an amount of money equal to the then present value
of those payments, as determined by NCPA. Project Members
hereby consent to such assignment, and upon notification in
writing by NCPA, each such Project Member will make each such
assigned payment directly to the assignee. The assignee shall
not be liable to Project Members for the amounts as assigned,
and NCPA shall use the proceeds of such borrowing or assignment
for the purposes provided in this Agreement.
If an assignment is made under this section, then upon
the failure of any Project Member to make any payment so
assigned, the Percentage Participant of each non -defaulting
Project Member shall be automatically increased for the term of
the assignment pro rata with that of the other non -defaulting
Project Members, and the defaulting Project Member's Percentage
Participation shall (but only for purposes of computing the
respective Percentage Participation of the non -defaulting
Project Members) be reduced correspondingly; provided that the
sum of such increase for any non -defaulting Project Member shall
not exceed without written consent of the non -defaulting Project
Members an accumulated maximum of 25% of the non -defaulting
Project Member's original Percentage Participation.
If the Project Member shall fail or refuse to pay any
amounts due to NCPA, the fact that other Project Members shall
increase their obligations to make such payments shall not
relieve the defaulting Project Member of its liability for such
payments and any Project Member increatsing such obligation shall
-9-
.. ,�l�,yWt�nT,<:'�+. �e•'�N1 rq+tt3ir�., � .Sy.. w�w�+v � a:.
have a right of recovery from the defaulting Project Member to
the extent of such respective increase.
In addition, NCPA may terminate the provisions of this
Agreement insofar as they entitle the defaulting Project Member
to its Percentage Participation of Project output.
(b) For the purposes of such assignment, NCPA may fix
and schedule the total amount payable by each Project Member
into any number of semi-annual payments, not less than four nor
to exceed ten, and the dates on which such payments will be
made, and each Project Member agrees to abide by such schedule.
NCPA shall provide a reasonable opportunity for any Project
Member to prepay its total obligation.
(c) After such an assignment is made, no Project
Member may avoid the obligation so assigned by withdrawal put -
suant to section 7 hereof or otherwise.
(d) If NCPA makes an assignment pursuant to this sec-
tion, it may transfer any or all of its rights and duties to a
nonprofit corporation formed to act on behalf of NCPA if the
voting power of the members of such corporation is distributed
in the same manner as that provided in sections 3 and 8 of this
Agreement.
Section 7. Withdrawal From Further Participation. If at
any time following the execution of this Agreement, there is an
increase in NCPA's financial commitment, Project Members may
partially withdraw, i.e., from participation in the increase, or
may withdraw wholly from the Project. Such withdrawal shall be
-10-
subject to honoring any commitments made by them or on their
behalf pursuant to authorization of this Agreement. To with-
draw, such Project Members shall give NCPA written notice of
such withdrawal, in part or in whole, within thirty (30) days of
the receipt of the notice by them of the increase.
Section S. Voting Rights and Duration. A Project Member
is participating for purposes of Section 3 percentage voting
until it completely withdraws, but a partial withdrawal will
result in a rEduction in its percentage participation to the
ratio of its payments after such withdrawal to the total amount
of payments by all Project Members after such withdrawal. When
the Third Phase Contract is executed, or revised, revised par-
ticipation percentages for voting shall be established by
dividing the amount of transmission capacity agreed to be pur-
chased by each Project Member by the total amount of such capa-
city to be purchased by all Project Members except that the 65%
of percentage participation specified in Sections 3 and 9 shall
be reduced by the amount that the percentage participation of
any Project Member shall exceed 35%, but such 65% shall not be
reduced below 50%.
Section'9. Quorum Defined. The presence of either a
majority of the Project Members, or of Project Members then
having a combined participation pArcentage of at least 65% shall
constitute a quorum for the purpose of action. If no quorum is
present at a regular meeting of such Project Members, the absent
-11-
4
subject to honoring any commitments made by them or on their
behalf pursuant to authorization of this Agreement. To with-
draw, such Project Members shall give NCPA written notice of
such withdrawal, in part or in whole, within thirty (30) days of
the receipt of the notice by them of the increase.
Section S. Voting Rights and Duration. A Project Member
is participating for purposes of Section 3 percentage voting
until it completely withdraws, but a partial withdrawal will
result in a rEduction in its percentage participation to the
ratio of its payments after such withdrawal to the total amount
of payments by all Project Members after such withdrawal. When
the Third Phase Contract is executed, or revised, revised par-
ticipation percentages for voting shall be established by
dividing the amount of transmission capacity agreed to be pur-
chased by each Project Member by the total amount of such capa-
city to be purchased by all Project Members except that the 65%
of percentage participation specified in Sections 3 and 9 shall
be reduced by the amount that the percentage participation of
any Project Member shall exceed 35%, but such 65% shall not be
reduced below 50%.
Section'9. Quorum Defined. The presence of either a
majority of the Project Members, or of Project Members then
having a combined participation pArcentage of at least 65% shall
constitute a quorum for the purpose of action. If no quorum is
present at a regular meeting of such Project Members, the absent
-11-
e
ADOPTED by the City Council and signed by the
® and attested by the this day
of , 1983.
Attest:
(SEAL)
-3-
Final Draft of ,July 28, 1983
AGREEMMT FOR CONSTFUCTION, OPERATION AND FINANCING
OF GEOTRERNAL GMERATING PROJECT NUMER 3
Dated as of July 1, 1983
By and Among
NOx'lS M CALIFORNIA POWER AGENa
and
CITY OF ALAN=
CITY OF DIM
CITY OF GRILLEY
CITY OF HSAL1ggy ;
cm OF LODI
cm OP Lox=
CITY OF PALO 1!=
CITY OF ROSBVMU
cm OF Sinn aim
CITY OP UZI
PLUMi1S-SIERRA RURAL ELECTRIC COOPBRATIVE
TABLE OF CONTENTS
-i-
0
P�sB
I.
Definitions
3
2.
Purpose
5
3.
Construction and Operation . . . . .
. . .
. . 5
4.
Sale and Delivery of Capacity and Energy
from the Project . . . . . . . . . .
. . .
. . 5
5.
Rates and Charges . . . . . . . . .
. . .
. . 6
6.
Annual Budget and Billing Statement
. . .
. . 8
7.
Obligation in the Event of Default .
. . .
. . 9
8.
Transfers, Sales and Assignments of
Capacity . . . . . . . . . . . . . .
.10
9.
Surplus Capacity and Energy . . . .
.11
10.
Insurance and Indemnification . . .
.12
11.
Member Direction and Review . . . .
.12
12.
Term . . . . . . . . . . . . . . . .
.13
13.
Termination and Amendments . . . . .
. . .
. .14
14.
Member Service Agreement . . . . . .
. . .
. .14
15.
Second Phase Agreement
.14
16.
Sharing of Resources, Facilities and Costs
. .15
17.
Miscellaneous . . . . . . . . . . .
. . .
. .18
APPENDIX A - Schedule of Project Participants
and
Project Entitlement Percentages
. .20
APPENDIX B - Form of Opinion of Counsel . .
. .21
-i-
0
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AGREEMENT FOR CONSTRUCTION, OPERATION AND FINANCING
OF GEOTHERMAL GENERATING
PROJECT NUMBER 3
This Agreement, dated as of July 1, 19831 by and among
Northern California Power Agency, a joint powers agency of the State
of California (hereinafter called "NCPA") and the other entities exe-
cuting this Agreement.
WITNESSETH:
WHEREAS, NCPA has entered into the Steam Sales Agreement
with Shell Oil Company (with its successors and assigns, the "Steam
Supplier"),, under which NCPA agreed to construct or cause to be con-
structed,
on-structed, one or, upon the conditions stated therein, two 55 -megawatt
geothermal generating units on a leasehold specified therein (the
"East Block"); and
WHEREAS, pursuant to the Steam Sales Agreement and this
Agreement, NCPA proposes to acquire and construct or cause to be
acquired and constructed and to operate or cause to be operated the
Project described herein; and
WHEREAS, NCPA and certain of its members have entered into
a "Member Agreement (Second Phase) for Financing of Planning and
Development Activities of the Shell East Block Geothermal Project"
made as of June 1, 1981, as amended by Amendment No. One thereto,
dated as of June 1, 1981 and Amendment No. Two thereto, dated as of
January 13, 1983 providing for the financing of certain activities in
connection with the East Block portion of the Project (said
Agreement, as it may be amended and supplemented from time to time,
being hereinafter called the "Second Phase Agreement"); and
WHEREAS, this Agreement is the "Final Power Contract" con-
templated in the Second Phase Agreement; and
WHEREAS, NEPA and its members have entered into one of
three Member Service Agreements, effective February 12, 1981 (said
Agreements, as they may be amended and supplemented from time to
time, being hereinafter called the "Member Service Agreement"), which
provide for services which NCPA shall perform for its members, among
other things, and for the provisions to be contained in second and
third phase agreements, such as the Second Phase Agreement, and thi,s
Agreement; and
WHEREAS, all participants in NCPA's Geothermal Generating
Project No. 2 ("Project No. 2") are Project Participants (as
hereinafter defined) , the development of the Project will benefit
Project No. 2 by, among other things, satisfying certain obligations
-2-
of NCPA under the
herein to be taken
the Project; and
t
Steam Sales Agreement, and the actions authorized
by NCPA with respect to Project No. 2 will benefit
WHEREAS, NCPA and the Project Participants wish to enter
into this Agreement to provide further for the construction, opera-
tion and financing of the Project, the sale by NCPA of capacity and
energy of the Project to the Project Participants, and the security
for the Bonds to be issued to finance the Project;
NOW THEREFORE, the parties hereto do agree as follows:
1. Definitions. The following terms shall, for all pur-
poses of this Agreement, have the following meanings:
(a) "Bonds" means bonds, notes or other evidences of
indebtedness of NCPA (or of a nonprofit corporation on behalf of
NCPA) issued to finance or refinance the Project, and includes addi-
tional Bonds to complete the Project.
(b) "Bond Resolution" means the resolution or resolutions
providing for the issuance of Bonds and the terms thereof.
(c) "Development Fund" means the fund authorized by the
"NCPA Member Agreement for Participation in Electric Power
Development Fund," dated July 1, 1975, as amended.
(d) -"Electric System" means all properties and assets, real
and personal, tangible and intangible, of the Project Participant now
or hereafter existing, used or pertaining to the generation, trans-
mission, transformation, distribution and sale of electric capacity
and energy., including all additions, extensions, expansions, improve-
ments and betterments thereto and equippings thereof; provided, how-
ever, that to the extent the Project Participant is not the sole
owner of an asset or property or to the extent that an asset or prop-
er ty is used in part for the above described electric purposes, only
the Project Participant's ownership interest in such asset or prop-
erty or only the part of the asset or property so used for electric
purposes shall be considered to be part of its Electric System.
(e) "Project" means a project consisting of (i) two
55 -megawatt geothermal generating units, on the East Block, and
related facilities, including transmission facilities to the generat-
ing tie, in- the State of California, and all rights, properties and
improvements necessary therefor, including fuel and water facilities
and resources, and capital improvements thereto that may be con-
structed from time to time, and interests in certain other property
and rights relating thereto, including a headquarters facility for
use by NCPA in connection with the Project; provided that inclusion
of such headquarters facility in this definition of "Project" shall
only be effective upon the receipt, prior to the first issuance of
Bonds, of either (a) a 100% vote approving such inclusion of all
Project Participants, taken at a meeting in accordance with
-3-
Section 11 hereof, or (b) written approval of such inclusion from the
representative of each Project Participant on the Commission of NCPA;
(ii) Project No. 2, subject to the rights of the participants there—
in; and (iii) such refinancing of Development Fund expenditures as
shall, in the discretion of the Commission of NCPA, be included in
any issue of Bond.
Or
(f) "Project Entitlement Percentage" means, with respect to
each Project Participant, the percentage so identified and set forth
opposite the name of such Project Participant in Appendix A hereto,
as such Appendix A shall be amended from time to time in accordance
with Section 13 hereof. "East Block Entitlement Percentage" and
"Project No. 2 Entitlement Percentage" mean, with respect to each
Project Participant, the percentages so identified and set forth
opposite the name of such Project Participant in Appendix A hereto,
as such Appendix A shall be amended from time to time in accordance
with Section 13 hereof.
(g) "Project No. 2 Member Agreement" means the "Member
Agreement for Construction, Operation and Financing of NCPA
Geothermal Generating Unit No. 2 Project", dated as of June 15, 1977,
as amended and supplemented.
(h) "Project No. 2 Steam Sales Agreement" means the
Geothermal Steam Sales Agreement between NCPA and the Steam Supplier
dated June 27, 1977, as amended and supplemented.
(i) ."Project Participants" means those entities listed in
Appendix A hereto and executing this Agreement, together in each case
with their respective successors or assigns.
(j) "Refunding Date" means the date of the refinancing with
Bonds of (i) the outstanding Public Power Revenue Bonds, 1981
Series A, dated July 1, 1981, and the outstanding Public Power
Revenue Bonds, 1982 Series A, dated July 1, 19.82, (ii) the outstand—
ing loan of NCPA pursuant to a Loan Agreement between NCPA and Bank
of Montreal (California) , dated October •2, 1980, and (iii) certain
Development Fund expenditures.
(k) "Revenues" means all income, rents, rates, fees,
charges, and other moneys derived by the Project Participant from the
ownership or operation of its Electric System, including, without
limiting the generalit;► of the foregoing, (i) all income, rents,
rates, fees, charges or other moneys derived from the sale, furnish—
ing, and supplying of the electric capacity and energy and other ser—
vices, facilities, and commodities sold, furnished, or supplied
through the facilities of its Electric System, (ii) the earnings on
and income derived from the investment of such income, rents, rates,
fees, charges or other moneys to the extent that the use of such
earnings and income is limited by or pursuant to law to its Electric
System and (iii) the proceeds derived by the Project Participant
directly or indirectly from the sale, lease or other disposition of
all or a part of the Electric System as permitted hereby, but the
MIC
term "Revenues" shall not include (y) customers' deszsits or any
other deposits subject to refund until such deposits have become the
property of the Project Participant, or (z) contributions from cus-
tomers for the payment of costs of construction of facilities to
serve them.
(1) "Steam Sales Agreement" means the "NCPA East Block
Steam Sales Agreement" with the Steam Supplier, dated September 15,
1980, as amended and supplemented.
(m) "Trustee" means the entity or entities designated by
NCPA pursuant to any Bond Resolution, ti administer any funds or
accounts required by such Bond Resolution or otherwise.
2. Purpose. The purpose of this Agreement is to sell
capacity and energy of the Project to ,e Project Participants; to
provide the terms and conditions of suc: W.e and to provide for the
financing of the Project.
3. Construction and Operation. NCPA will use its best
efforts to cause or accomplish the construction, operation and
financing of the Project, the obtaining of all necessary authority
and rights, and the performance of all things necessary and conven-
ient therefor. Each Project Participant will cooperate with NCPA to
that, end, and will give any and all clarifying assurances by supple-
mental agreements that may to reasonably necessary in the opinion of
NCPA's legal counsel to make the obligations herein more specific and
to satisfy legal requirements and provide security for.the Bonds.
NCPA may pledge and assign to any Trustee for any Bonds,
all or any portion of the payments received hereunder from Project
Participants, and upon notice from NCPA, each Project Participant
shall make payments due by it hereunder directly to any Trustee for
the Bonds. Such pledge and assignment by NCPA shall be made effec-
tive for such time as NCPA shall determine and provide.
4. Sale and Delivery of Capacity and Energy from the
Project. (a) Pursuant to the terms of this Agreement NCPA shall
provide to each Project Participant, and each Project Participant
shall take, or cause to be taken, such Project Participant's Project
Entitlement Percentage of the capacity and energy of the Project;
provided, however, that NCPA shall first provide to each project par-
ticipant for Project No. 2, and each such project participant shall
take, or cause to be taken, such project participant's Project No. 2
Entitlement Percentage of the capacity and energy of Project No. 2,
in accordance with the terms of the Project No. 2 Member Agreement.
(b) NCPA will remain available to do all things necessary
and possible to deliver or cause to be delivered to or for the
Project Participants, in accordance with their respective Project-
Entitlement
rojectEntitlement Percentages, subject to the terms of the Project No. 2
Member Agreement, the capacity and energy of the Project. Such
delivery shall be at points mutually agreed upon by NCPA and each
-5-
A
Project Participant. Such agreement shall not be unreasonablL//i D
y
withheld by either NCPA or a Project Participant. NCPA will remain
available to make or cause to be made all necessary and possible
arrangements for transmission of such capacity ai,d energy to such
points over the lines of NCPA or others, and for additional capacity
and energy required from others as reserves against planned cr emer-
gency service interruptions with respect to the Project. Wheeling or
delivery services by NCPA with related energy sales to the Project
Participants shall be as provided in service schedules as provided in
Article III of the Member Service Agreement.
5. Rates and Charges. (a) Commencing on the Refunding
Date, NCPA shall fix charges to the Project Participants under this
Agreement to produce revenues to NCPA from the Project equal to the
amounts anticipated to be needed by NCPA to meet the total costs of
NCPA to provide capacity and energy from the Project, including but
not limited to (i) debt service on the Bonds, reserves for the pay-
ment of debt service on the Bonds and other payments required under
the Bond Resolution other than payments described in (iii) and (iv)
below, (ii) all other payments provided to be made by NCPA under the
Steam Sales Agreement and the Project No. 2 Steam Sales Agreement,
(iii) any other operation, maintenance and replacement costs of the
Project, a reasonable reserve for contingencies, and all other
Project costs other than costs and expenses of NCPA for delivering
Project capacity and energy pursuant to Section 4(b) hereof, and (iv)
costs and expenses of NCPA for delivering Project capacity and energy
pursuant to Section 4(b) of this Agreement. NCPA shall fix charges
to the Project Participants to produce revenues to NCPA from the
Project to meet the costs described in (i) and (ii) above based on
East Block Entitlement Percentages applied to such costs allocable to
the East Block portion of the Project and Project No. 2 Entitlement
Percentages applied to such costs allocable to the Project No. 2 por-
tion of the Project; and to meet the costs described in (iii) above
based on the anticipated energy sales of the the East Block portion
of the Project and, on the anticipated energy sales of the Project
No. 2 portion of the Project, respectively. If NCPA delivers Project
capacity and energy to or for any Project Participant pursuant to
Section 4(b) hereof, NCPA shall fix charges to each such Project
Participant so as to pay the costs of such delivery without liability
under this Section 5(a) of any Project Participant for whoa Project
capacity and energy is not so delivered by NCPA. The obligations of
the respective Project Participants that are participants in Project
No. 2 under this Section 5(a) shall be deemed to be satisfied to the
extent such obligations are satisfied pursuant to the Project No. 2
Member Agreement.
(b) To the extent that the funds provided under Section
5(a) of this Agreement are at any time not sufficient for such pur-
poses, each Project Participant shall pay to NCPA an amount equal to
such Project Participant's Project Entitlement Percentage of the
total cost to pay all amounts of principal and interest on the Bonds,
-6-
;;;', v,,, ..: v s -.., ;t rg,-s�;T1.��-�:�i'�S`,,,�'�.'-�,r}-•;�1:.'��?;"p'� a mrd;., _; , :. �� �.,�^'-�;�a? c .. _ .+ - ,r.,+r=�'a.ti.';ra, _ ,
(B reserves for the payment of debt service and other payments required
under the Bond Resolution and all other payments required to be made
by NCPA under the Steam Sales Agreement. The obligation of this
Section 5(b) is incurred by each Project Participant for the benefit
of future holders of Bonds, and shall commence and continue to exist
and be honored by Project Participants whether or not capacity or
energy is furnished to them from the Project at all times or at all
(which provision may be characterized as an obligation to pay all
costs on a take-or-pay basis whether or not such Project capacity or
energy is delivered or provided) .
(c) Notwithstanding that NCPA may utilize services under
the PG and E Interconnection Agreement among Pacific Gas and Electric
Company, NCPA and certain of the Project Participants (the "PG and E
Interconnection Agreement") in complying with Section 4(b) hereof,
any payments required to be made by, or costs incurred by NCPA or the
Project Participants pursuant to Section 9.5 of the Interconnection
Agreement shall not be made under this Agreement.
(d) Each Project Participant shall make payments under this
Agreement solely from the Revenues of, and as an operating expense
of, its Electric System. Nothing herein shall be construed as pro-
hibiting any Project Participant from using any other funds and reve-
nues for purposes of satisfying any provisions of this Agreement.
(e) Each Project Participant shall make payments under this
Agreement whether or not the Project is completed, operable, operat-
ing or retired and notwithstanding the suspension, interruption,
interference, reduction or curtailment of Project output or the
capacity and energy contracted for in whole or in part for any reason
whatsoever. Such payments are not subject to any reduction, whether
by offset or otherwise, and are not conditioned upon performance by
NCPA or any Project Participant under this Agreement or any other
agreement= provided, however, that the obligations of the respective
Project Participants that are participants in Project No. 2 under
Section 5(a) hereof shall be deemed to be satisfied to the extent
such obligations are satisfied pursuant to the Project No. 2 Member
Agreement.
(f) No Project Participant shall be liable under this
Agreement for the obligations of any other Project Participant. Each
Project Participant shall be solely responsible and liable for per-
formance of its obligations under this Agreement and for the mainte-
nance and operation of its respective properties not included as part
of the Project. The obligation of each Project Participant to make
payments under this Agreement is a several obligation and not a joint
obligation with those of the other Project Participants.
(g) Each Project Participant covenants and agrees to
establish and collect fees and charges for electric capacity and
energy furnished through facilities of its Electric System sufficient
-7-
to provide Revenues adequate to meet its obligations under this
Agreement .and to pay any and all other amounts payable from or con-
stituting a charge or lien upon any or all such Revenues.
(h) Each Project Participant covenants and agrees that it
shall, at all times, operate the properties of its Electric System
and the business in connection therewith in an efficient manner and
at reasonable cost and shall maintain its Electric System in good
repair, working order and condition.
6. Annual Budget and Billing Statement. Prior to the
beginning of each NCPA fiscal year, the Commission of NCPA will adopt
an annual budget for such fiscal year for costs and expenses relating
to the Project and shall promptly give notice to each Project
Participant of its projected share of such costs and expenses.
A billing statement prepared by NCPA based on estimates
will be sent to each Project Participant not later than the fifteenth
(15th) day of each calendar month showing the amount payable by such
Project Participant of costs payable under Section 5(a) hereof for
the second succeeding calendar month, any amount payable by such
Project Participant as its Project Entitlement Percentage of costs
payable under Section 5(b) hereof, and the amount! of any credits or
debits as a result of any appropriate adjustments. Amounts shown on
the billing statement are due and payable thirty (30) days after the
date of the billing statement. Any amount due and not paid by the
Project Participant within thirty (30) days after the date of the
billing statement shall bear interest from the due date until paid at
an annual rate to be established by the Commission of NCPA at the
time of adoption of the then most recent annual budget.
On or before the day five (5) calendar months after the end
of each NCPA fiscal year, NCPA shall submit to each Project
Participant a statement of the aggregate monthly costs for such
fiscal year. If the actual aggregate monthly costs and the Project
Participant's share thereof pursuant to this Agreement, and other
amounts payable for any fiscal year, exceed the billings to the
Project Participant, the deficiency shall be added to the Project
Participant's immediately succeeding billing statement. If the
actual aggregate monthly costs and the Project Participant's share
thereof pursuant to this Agreement, and other amounts payable for any
fiscal year, are less than the billings to the Project Participant,
such excess shall be credited to the Project Participant's billing
statements f or such period (not to exceed the immediately succeeding
six months) and in such amounts as shall be determined by NCPA.
If a Project Participant questions or disputes the correct-
ness of any billing statement by NCPA, it shall pay NCPA the amount
claimed when due and shall within thirty (30) days of the receipt of
such billing statement request an explanation from NCPA. If the bill
is determined to be incorrect, NCPA will issue a corrected bill and
P
-8-
uR3t rZ 9,.=4�#LvFi.`3FKs9�?" �k rp?37' {i53 € a)ivg w�a1s F , a3 _ k£ _
iii..+... _
refund any amount which may be due the Project Participant which
is
refund shall bear interest from the date NCPA received payment until
the date of the ref and at an annual rate to be established by the
Commission of NCPA at the time of adoption of the then most recent
annual budget. If NCPA and the Project Participant fail to agree on
the correctness of a bill within thirty (30) days after the Project
Participant has requested an explanation, the parties shall promptly
submit the dispute to arbitration under section 1280 &t zM. of the
Code of Civil Procedure.
7. Obligation in the Event of Default. (a) Upon fail-
ure of any Project Participant to make any payment in full when due
under this Agreement, NCPA shall make written demand upon such
Project Participant, and if said failure is not remedied within
thirty (30) days from the date of such demand, such failure shall
constitute a default at the expiration of such period. Notice of
such demand shall be provided to each other Project Participant by
NCPA.
(b) Upon the failure of any Project Participant to make any
payment which failure constitutes a default under this Agreement,
NCPA shall use its best efforts to sell and transfer for the default-
ing Project Participant'r, account all or a portion of such Project
Participant's Project Ertitlement Percentage of Project capacity and
energy for all or a portion of the remainder of the term of this
Agreement. NCPA shall not sell such capacity and energy, directly or
indirectly, in any manner, and shall not take or permit to be taken
any other action or actions, which would result in any of the Bonds
being treated as an ob,11gation not described in Section 103(a) of the
Internal Revenue Code of 1954, as amended, by reason of classifica-
tion of such Bond as an "industrial development bond" within the
meaning of Section 103(b) of said Code. Notwithstanding that all or
any portion of the Project Participant's Project Entitlement
Percentage of Project capacity and energy is so sold or transferred,
the Project Participant shall remain liable to NCPA to pay the full
amount of its Project Entitlement Percentage of monthly costs as if
such sale or transfer had not been made, except that such liability
shall be discharged to the extent that NCPA shall receive payment
from the purchaser or transferee thereof.
(c) Upon the failure of any Project Participant to make any
payment which failure constitutes a default under this Agreement and
causes NCPA to be in default under the Steam Sales Agreement, the
Project No. 2 Steam Sales Agreement or any Bond Resolution, NCPA may
(in addition to the remedy provided by subsection (b) of this Section
7) terminate the provisions of this Agreement insofar as the same
entitle the defaulting Project Participant to its Project Entitlement
Percentage of Project capacity and energy. Irrespective of such ter-
mination, the obligations of the Project Participant under this
Agreement shall continue in full force and effect.
-9-
iii 0
refund any amount which may be due the Project Participant which,
refund shall bear interest from the date NCPA received payment until
the date of the ref and at an annual rate to be established by the
Commission of NCPA at the time of adoption of the then most recent
annual budget. If NCPA and the Project Participant fail to agree on
the correctness of a bill within thirty (30) days after the Project
Participant has requested an explanation, the parties shall promptly
submit the dispute to arbitration under section 1280 4.t zM. of the
Code of Civil Procedure.
7. obligation in the Event of Default. (a) Upon fail-
ure
ail-
ure of any Project Participant to make any payment in full when due
under this Agreement, NCPA shall make written demand upon such
Project Participant, and if said failure is not remedied within
thirty (30) days from the date of such demand, such failure shall
constitute a default at the expiration of such period. Notice of
such demand shall be provided to each other Project Participant by
NCPA.
(b) Upon the failure of any Project Participant to make any
payment which failure constitutes a default under this Agreement,
NCPA shall use its best efforts to sell and transfer for the default-
ing
efaulting Project participant's account all or a portion of such Project
Participant's Project Entitlement Percentage of Project capacity and
energy for all or a portion of the remainder of the term of this
Agreement. NCPA shall not sell such capacity and energy• directly or
indirectly, in any manner, and shall not take or permit to be taken
any other action or actions, which would result in any of the Bonds
being treated as an obligation not described in Section 103(a) of the
Internal Revenue Code of 1954, as amended, by reason of classifica-
tion of such Bond as an "industrial development bond" within the
meaning of Section 103 (b) of said Code. Notwithstanding that all or
any portion of the Project Participant's Project Entitlement
Percentage of Project capacity and energy is so sold or transferred,
the Project Participant shall remain liable to NCPA to pay the full
amount of its Project Entitlement Percentage of monthly costs as if
such sale or transfer had not been made, except that such liability
shall be discharged to the extent that NCPA shall receive payment
from the purchaser or transferee thereof.
(c) Upon the failure of any Project Participant to make any
payment which failure constitutes a default under this Agreement and
causes NCPA to be in default under the Steam Sales Agreement,. the
Project No. 2 Steam Sales Agreement or any Bond Resolution, NCPA may
(in addition to the remedy provided by subsection (b) of this Section
7) terminate the provisions of this Agreement insofar as the same
entitle the defaulting Project Participant to its Project Entitlement
Percentage of Project capacity and energy. Irrespective of such ter-
mination, the obligations of the Project Participant under this
Agreement shall continue in full force and effect.
-9-
n
2
(d) Upon the failure of any Project Participant to make any
payment which failure constitutes a default under this Agreement, and
except as sales or transfers are made pursuant to subsection (b) of
this Section 7, (1) the Project Entitlement Percentage of each nonde-
faulting Project Participant shall be automatically increased for the
remaining term of this Agreement pro rata with those of the other
nondefaulting Pro ect Participants and (ii) the defaulting Project
Participant's Project Entitlement Percentage shall (but only for pur-
poses of computing the respective Project Entitlement Percentages of
the nondefaulting Project Participants) be reduced correspondingly]
provided, however, that the sum of such increases for any nondefault-
ing Project Participant shall not exceed, without written consent of
such nondefaulting Project Participant, an accumulated maximum of 25•
of the nondefaulting Project Participant's Project Entitlement
Percentage, all as initially set forth in Appendix A.
(e) If a Project Participant shall fail or refuse to pay
any amounts due to NCPA, the fact that other Project Participants
have increased their obligation to NCPA pursuant to this Section 7
shall not relieve the defaulting Project Participant of its liability
under this Agreement, and any Project Participant increasing such
obligation shall have a right of recovery from the defaulting Project
Participant to the extent of such respective increase in obligation
caused by the defaulting Project Participant.
(f) Any Trustee for any Bonds the payment of which is
secured by payments made by the Project Participants under this
Agreement shall have the right, as a third party beneficiary, to ini-
tiate and maintain suit to enforce this Agreement to the extent pro-
vided in the related Bond Resolution.
S. Transfers, Sales and Assignments of Capacity. Each
Project Participant has full and unfettered rights to make transfers,
sales, assignments and exchanges (collectively "transfers") of capac-
ity, energy, and rights thereto except as expressly provided other-
wise in this Agreement.
(a) No Project Participant shall transfer ownership of all
or substantially all of its Electric System to another entity until
it has first complied with the provisions of this subsection (a) . A
consolidation with another governmental entity or change in govern-
mental form is not deemed a transfer of ownership.
(1) Such disposition or transfer shall be under
terms and conditions that provide assurance that the obli-
gations of the transferring Project Participant under this
Agreement, and that NCPA's obligations under this
Agreement, the Steam Sales Agreement, and any Bond
Resolution, and the Project No. 2 Steam Sales Agreement,
and under other agreements made or to be made by NCPA to
carry out the Project, will be promptly and adequately
-10-
O
met. NCPA may require that sufficient moneys of the
transferring Project Participant to discharge such obliga-
tions be irrevocably set aside and maintained in a trust
account, as a condition to the transfer of the Electric
System, if no other adequate assurance is available.
(2) The transferring Project Participant shall give
ninety (90) days' advance written notice to NCPA of any
proposed transfer pursuant to this subsection (a).
Appendix A to this Agreement shall be amended as appropri-
ate to reflect any transaction pursuant to this subsection
(a) .
C3
(b) Notwithstanding any other provision of this Agreement,
no Project Participant shall transfer, assign, sell or exchange any
Project capacity and energy, directly or indirectly, in any manner,
and shall not take or permit to be taken any other action or actions,
which would result in any of the Bonds being treated as an obligation
not described in Section 103(a) of the Internal Revenue Code of 1954,
as amended, by reason of classification of such Bond as an
"industrial development bond" within the meaning of Section 103(b) of
said Code.
9. Surplus Capacity and Energy. W h e n a P r o j e c t
Participant has surplus capacity and/or energy from the Project, NCPA
shall, if requested by such Project Participant to do so, sell such
surplus capacity and/or energy on behalf of such Project Participant
in the following manner:
(a) NCPA shall use its best efforts to sell such surplus
capacity and/or energy at a price at least equal to the Project
Participant's cost therefor.
(b) Other Project Participants shall have a right of first
refusal, and other NCPA members shall have the second right at the
sales prices set forth in subsections (c) and (d) of this Section 9.
(c) If NCPA can purchase equivalent capacity and/or energy
from other sources for less than the Project Participant's cost for
surplus capacity and/or energy from the Project, as the case may be,
the sales price of such capacity and/or energy to another Project
Participant or NCPA member shall be equal to the cost of purchasing
the capacity and/or energy from such other source.
(d) If the alternative cost of purchasing capacity and/or
energy for other Project Participants or members of NCPA is more than
the Project Participant's cost of zurplus capacity and/or energy from
the Project, then the sales price shall be the Project Participant's
cost plus one-half the difference between the Project Participant's
cost from the Project and the cost of capacity and/or energy from an
alternative source.
-11-
(e) NCPA shall not sell such surplus capacity and energy,
directly or indirectly, in any manner, and shall not take or permit
to be taken any other action or actions, which would result in any of
the Bonds being treated as an obligation not described in
Section 103 (a) of the Internal Revenue Code of 1954, as amended, by
reason of classification of such Bond as an "industrial development
bond" within the meaning of Section 103(b) of said Code.
10. Insurance and Indemnification. NCPA shall obtain or
cause to be obtained insurance for the Project covering such risks
(including earthquakes) , in such amounts and with such deductibles as
shall be determined by NCPA. NCPA shall indemnify and hold harmless
each Project Participant from any liability for personal injury or
property damage resulting from any accident or occurrence arising out
of or in any way related to the construction or operation of the
Project, provided, however, that such liability of NCPA shall be
limited to the extent the proceeds of insurance and other moneys
available to NCPA hereunder are available therefore.
11. Member Direction and Review. NCPA shall comply with
all lawful directions of the Project Participants with respect to
this Agreement, while not stayed or nullified, to the fullest extent
authorized by law. Actions of Project Participants, including giving
such directions to NCPA, will be taken only at meetings of authorized
representatives of Project Participants duly called and held pursuant
to the Ralph M. Brown Act or other laws applicable to such meetings,
in effect from ti^+e to time.
(a) A quorum of the Commission of NCPA for purposes of
acting upon matters related to the Project shall consist of those
Commissioners (including for all purposes of this Section 110, their
designated alternates), representing a numerical majority of the
Project Participants, or, in the absence of such, representing
Project Participants having a combined Project Entitlement Percentage
of at least a majority in interest at such time.
(b) Special meetings of the Commission to act only on mat-
ters relating to the Project may be called by a majority of the
Commissioners of Project Participants upon notice as required by the
Ralph M. Brown Act or other laws applicable to such meetings, in
effect from time to time.
(c) At regular or special meetings of the Commission,
voting on matters relating to the Project shall be 'by Project
Entitlement Percentage, and the affirmative vote of a majority in
interest at such time shall be required to take action, unless the
Project Participants agree at such meetings that voting will be on a
one member one vote basis, with a majority vote of those present
required for action.
-12-
A
(d) Notwithstandingsubsection (c) of this Section 11, upon
'a...•-:
Po
demand of any Commissioner of any Project Participant, at any meeting
of the Commission other than a special meeting referred to in subsec-
tion
ubsec-tion (b) of this Section 11, the vote on any issue relating to the t
Project shall, be by Project Entitlement Percentage at such time and
658 or greater affirmative vote shall be required to take action.
(e) Any Project Participant may veto a discretionary action
of the Project Participants relating to the Project that was not
taken by a 658 or greater Project Entitlement Percentage vote within
10 days following mailing of notice of such Commissioners' action, by
giving written notice of veto to NCPA, unless at a meeting of
Commissioners of Project Participants called for the purpose of con-
sidering the veto and held within 30 days after such veto notice, the
holders of 658 or greater of the Project Entitlement Percentage shall
vote to override the veto.
(f) The sixty-five percent of the Project Entitlement
Percentage specified in this Section 11 shall be reduced by the
amount that the Project Entitlement Percentage of any Project
Participant shall excel ; 358, but such 658 shall not be reduced below
a majority in interest.
12. Term. (a) This Agreement shall not take effect until
(i) it and/or any supplement to it provided for in Section 2(c) of
the Second Phase Agreement has been duly executed and delivered to
NCPA by Project Participants the Project Entitlement Percentages of
which, in the aggregate, equal 1008, all in accordance with
Section 2(c) of the Second Phase Agreement and accompanied by an
opinion for each Project Participant of an attorney or firm of attor-
neys in substantially the form attached hereto as Appendix B, and by
evidence satisfactory to NCPA of compliance by such Project
Participant with Section 5C of the Project No. 2 Member Agreement and
in compliance with any other similar requirements of other agreements
between NCPA and such Project Participant, and (ii) the Refunding
Date shall have occurred.
(b) Notwithstanding the delay in the effective date of this
Agreement until Project Entitlement Percentages in the aggregate
equal 1008 and the other provisions of Section 12(a) hereof have been
complied with, it is agreed by all signatories hereto that in consid-
eration for NCPA's signature hereto and for its commitment to use its
best efforts to obtain the commitment for Project Entitlement
Percentages in the aggregate equal to 1008, each Project Participant
upon its execution and delivery of this Agreement to NCPA along Frith
required opinion and any required evidence of compliance as required
by Section 12(a) hereof shall be immediately bound not to withdraw
its respective offer herein made to enter into this Agreement as exe-
cuted and/or supplemented or to decrease or terminate its Project
Entitlement Percentage. Such a decrease or termination by a Project
Participant may be made only if this Agreement has not taken effect
-13-
I
before January 1, 1984 and only by giving written notice thereof to
NCPA between January 1 and January 15, 1984.'
(c) Notwithstanding the foregoing, each Project Participant
shall be entitled to decrease or terminate its Project Entitlement
Percentage upon giving written notice thereof to NCPA within fifteen
(15) days after January 1, 1986, if by January 1, 1986 NCPA shall not
have issued any Bonds the payment of which is secured by payments
made by the Project Participants under this Agreement.
(d) The term of this Agreement shall continue until the
later of (i) the expiration of the useful life of the Project, or
(ii) the date on which all Bonds issued have been retired, or full
provision made for their retirement, including interest until their
retirement date; provided, however, that in no event shall the term
of this Agreement extend beyond the date of the termination of the
existence of NCPA. In the event of the termination of the existence
of NCPA it is the intent of the Project Participants that the
Agreement be construed as an agreement among the•Project
Participants.
13. , Termination and Amendments. This Agreement shall
not be subject to termination by any party under any circumstances,
whether based upon the default of any other party under this
Agreement, or any other instrument, or otherwise, except as specifi-
cally provided herein.
Except as otherwise provided in this Agreement, so long as
any Bonds are outstanding and unpaid and funds are not set aside for
the payment or retirement thereof in accordance with the applicable
Bond Resolution, this Agreement shall not be amended, modified or
otherwise changed or rescinded by agreement of the parties without
the consent of each Trustee for Bonds whose consent is required under
the applicable Bond Resolution.
14. Member Service Agreement. This Agreement is a ser-
vice schedule and a third phase agreement attached to and incorpo-
rated into the Member Service Agreement. This Agreement shall be
construed as the more specific terms governing the general relation-
ship between the parties set out in the Member Service Agreement in
connection with the Project.
15. Second Phase Agreement. The Second Phase Agreement
is superseded by this Agreement upon the issuance of any Bonds the
payment of which is secured by payments made by the Project
Participants under this Agreement and upon provision for payment of
any notes or other evidences of indebtedness of NCPA secured by pay-
ments made by the Project Participants under the Second Phase
Agreement, except that section 4 thereof shall remain in effect as
provided by section 5 of the Second Phase Agreement unless changed by
-14-
C
11
fornal action of all of the Project Participants. Said section 4
as follows:
"Section 4. Conditional Repayment to Members. All
payments and advances made heretofore, including
Development Fund Advances, and those hereafter made pursu-
ant to Section 1, excluding interest paid on delinquent
payments, shall be repaid to each of the entities making
such payments and advances pursuant to this Agreement out
of the proceeds of the first issuance of the Project bonds
or as and when there are sufficient funds available from
the partial sale of Bonds. Such reimbursements shall be
made within 60 days following the sale of a,,y Project bonds
and shall include interest computed monthly at a rate
equivalent to the prime rate of the Bank of America NT&SA
at the end of such month. Any interest due under the third
paragraph of section 1 of this Agreement and unpaid shall
be deducted from the repayment. If NCPA is not successful
in financing the Project, there shall be no reimbursement
except out of unused Project funds along with all other
receipts to which NCPA is entitled in connection with the
Project."
16. Sharing of Resources, Facilities and Costs.
(a) NCPA may, in accordance with Section 11 hereof, enter into
agreements for the transfer or sharing of resources, facilities and
costs between and among the Project and other entities and projects
(including without limitation Project No. 2), which agreements may
provide, among other things, for the transfer or sharing of steam,
transmission facilities and rights to use the same, maintenance and
repair facilities, generating equipment, spare parts, staff, insur-
ance, taxes and payment in lieu thereof, and delay payments under the
Steam Sales Agreement and the Project No. 2 Steam Sales Agreement and
for the integrated operation of the Project and Project No. 2 by
NCPA.
(b) NCPA may, in accordance with the Project No. 2 Member
Agreement and upon compliance with the requirements of any trust
indenture or other instrument applicable thereto, including without
limitation any consents required thereby, enter into agreements for
( i) the transfer or sharing of resources, facilities and costs
between and among Project No. 2 and other entities and projects
(including without limitation the Project), which agreements may pro-
vide? among other things, for the transfer or sharing of steam,
transmission facilities and rights to use the same, maintenance and
repair facilities, generating equipment, spare parts, staff, insur-
ance, taxes and payment in lieu thereof, and delay payments under the
Project No. 2 Steam Sales Agreement, and for the integrated operation
of the Project and Project No. 2 by NCPA, and (ii) the modification
or refinancing of all or any portion of the obligations incurred by
NCPA or a nonprofit corporation for Project No. 2, including without
-15-
limitation
refinancing
Energy.
/ n \
the refinancing thereof with Bonds and the modification or
of the loan guaranteed by the United States Department of
(c) This Agreement shall constitute approval by the partic—
ipants in Project No. 2 of (i) the refinancing of (a) the outstanding
Public Power Revenue Bonds, 1981 Series A, dated July 1, 1981, and
the outstanding Public Power Revenue Bonds, 1982 Series A, dated
July 1, 1982, (b) the outstanding loan of NCPA pursuant to a Loan
Agreement between NCPA and Bank of Montreal (California), dated
October 2, 1980, and (c) certain Development Fund expenditures, with
Bonds so longin the judgment of the Commissioners of NCPA repre—
senting
gn► re—
p
senting the asarticipants in Project No. 2, the debt service secured
or to be secured by the Project No. 2 Member Agreement is not
increased thereby and the other terms of such refinancing are not
materially adverse to the participants in Project No. 2; and (ii)
equal sharing between Project No. 2 and the East Block portion of the
Project of steam from the Project No. 2 area and the East Block
area.
(d) The Project No. i Member Agreement shall be construed
so as to be compatible with this Agreement to accomplish the purposes
hereof. Any financing or refinancing of Project No. 2 shall be
accomplished by the issuance of Bonds secured by this Agreement
unless the Project Participants refuse to authorize such financing or
refinancing as may be requested by the participants in Project
No. 2. The respective obligations of NCPA under Section 4 hereof and
of the Project Participants under Section 5 hereof shall be deemed
satisfied to the extent of performance thereof pursuant to the
Project No. 2 Member Agreement, and (iv) subject to the specific
terms of the agreement or agreements contemplated by subsections (a)
and (b) of this Section 16, Project No. 2 and the East Block portion
of the Project shall be conducted for the mutual benefit of all par—
ticipants therein.
(e) The Project No. 2 Member Agreement shall be amended by
the provisions hereof as follows:
(i) Section 6 of the Project No. 2 Member Agreement
shall be superseded by Sections 8, and 9 hereof,
(ii) subsection (a) of Section 5 of the Project No. 2
Member Agreement shall be superseded by the following:
"(a) Commencing with the commercial operation of
the Project, NCPA shall fix charges to the Purchasing
Participating Member under this Agreement to produce
revenues to NCPA frau the Project equal to the amounts
anticipated to be needed by NCPA to meet the total
costs of NCPA to provide cavaclty and energy from the
Project, including but nvr limited to (i) debt service
_16_
[41
on the Bonds, reserves for the payment of debt service
on the Bonds and other payments required under the
Bond Indenture or other agreement or instrument pro-
viding for the issuance and payment of Bonds other
than payments described in (iii) and (iv) below, (ii)
all other payments provided to be made by NCPA under
the Shell Agreement, (iii) any other operation, main-
tenance and replacement costs of the Project, a rea-
sonable reserve for contingencies, and all other
Project costs other than costs and expenses pursuant
to Section 4 hereof, and (iv) costs and expenses of
NCPA for delivering Project capacity and energy pursu-
ant to Section 4 hereof. NCPA shall fix charges to
the Purchasing Participating Members to produce reve-
nues to NCPA from the Project to meet the costs
described in (i) and (ii) above based on Purchasing
Participating Member's Purchasing Participation
Percentage and to meet the costs described in (iii)
above based on the anticipated energy sales of the
Project. If NCPA delivers Project capacity and energy
to or for any Purchasing Participating Member pursuant
to Section 4 of this Agreement, NCPA shall fix charges
to each such Purchasing Participating Member so as to
pay the costs of such delivery without liability to
any Purchasing Participating Member for whom Project
capacity and energy is not so delivered by NCPA.
Any payments required to be made, or costs
incurred, by NCPA or the Project Participants pursuant
to the PG and E Interconnection Agreement shall not be
made or incurred under this Agreement."
( iii) Section 3 of the Project No. 2 Member Agreement
shall be supplemented by the following:
"NCPA may pledge and assign to any Trustee for
any Bonds all or any portion of the payments received
hereunder from Purchasing Participating Members and
upon notice from NCPA, each Purchasing Participating
Member shall make payments due by it hereunder
directly to any Trustee for the Bonds. Such pledge
and assignment by NCPA shall be made effective for
such time as NCPA shall determine and provide. For
the purposes of this Agreement the term "Bonds" shall
include any bonds, notes or other evidences of indebt-
edness issued by NCPA to refinance the cost of the
Project."
(iv) Section 5C of the Project No. 2 Member Agreement
shall be deleted.
-17-
• t t
17. Miscellaneous. The headings of the sections hereof
are inserted for convenience only and shall not be deemed a part of
e this Agreement.
If any one or more of the covenants or agreements provided
in this Agreement to be performed should be determined to be invalid
or contrary to law, such covenant or agreement shall be deemed and
construed to be severable from the remaining covenants and agreements
herein contained and shall in no way affect the validity of the
remaining provisions of this Agreement.
This Agreement may be executed in several counterparts, all
or any of which shall be regarded for all purposes as one original
and shall constitute and be but one and the sama instrument.
-18-
IN WITNESS WHEREOF each Project Participant has executed
this Agreement with the approval of its governing body, and caused
its official seal to be affixed and NCPA has executed this Agreement
in accordance with the authorization of its Commission.
NORTHERN CALIFORNIA POWER
CITY OF PALO ALTO
AGENCY
By By
And Ana
CITY OF ALAMEDA
By
And
CITY OF BIGGS
By
And
CITY OF HEALDSBURG
By
Anc�
CITY OF LCDI
By
And
CITY OF LOMPOC
By
And
-19-
CITY OF ROSEVILLE
By
And
CITY OF SANTA CLARA
By
An
CITY OF GRIDLEY
By
And
UKIAH
By.
And
PLUMAS-SIERRA RURAL
ELECTRIC COOPERATIVE
By
And
0
SCHEDULE OF PROJECT PARTICIPANTS
AND PROJECT ENTITLEMENT PERCENTAGES
Project No. 2
Project Entitlement
Participant Percentage
City of Alameda 14.994%
City of Biggs
City of Gridley
City of Bealdsburg
City of Lodi
City of Lompoc
City of Palo Alto
City of Roseville
City of Santa Clara
City of Ukiah
Plumas-Sierra Rural
Electric Cooperative
Total
0.000
.334
3.252
14.560
3.266
0.000
3.252
54.651
4.972
.719
100.000%
-20-
East Block
Entitlement
Percentage
18.771%
.454
.456
4.096
9.158
4.096
9.158
12.514
34.13
6.257
.91
100.000%
Project
Entitlement
Percentage
16.8825%
.227
.395
3.674
11.859
3.681
4.579
7.883
44.3905
5.6145
.8145
100.000%
APPENDIX E
FORT! OF OPINION OF CCU SEG
Northern California Power Agency
8421 Auburn Boulevard
Suite 160
Citrus Heights, California 95610
Dear Sirs:
I am acting as counsel to the (the "Project
Participant") under the Agreement for Construction, Operation and
Financing of Geothermal Generating Project Number 3 dated as of
1982 (the "Agreement") among the Project Participant,
Northern California Power Agency (the "Agency") and certain other
entities, and I have acted as counsel to the Project Participant in
connection with the matters referred to herein. As such counsel X
have examined and am familiar with (i) those documents relating to
the existence, organization and operation of the Project Participant,
(ii) all necessary documentation of the Project Participant relating
to the authorization, execution and delivery 9 of the Agreement and
1
(iii) an executed counterpart of the Agreement.
Based upon the foregoing and an examination of such other
information, papers and documents as I deem necessary or advisable to
enable me to render this opinion, including the Constitution and laws
of the State of California together with the (charte-J, other govern-
ing instruments, ordinances and public proceedincs of the Project
Participants, am I of the opinion that:
P
1. The Project Participant is (state form of
organization) , duly created, organized and
existing under the laws of the State of California and duly
qualified to furnish electric service within said State.
2. The Project Participant has authority and right
to execute, deliver and perform, pursuant to the terms of,
the Agreement, and the Project Participant has complied
with the provisions of applicable law in all matters relat-
ing to such transactions.
3. The Agreement has been duly authorized, executed
and delivered b the Project Participants, is in full force
Y j p� .
and effect as to the Project Participant in accordance with
-21-
0 O.
its terms assuming the other Project Participants have
complied with the requirements of Section 12(a) of such
Agreement and, assuming that the Agency has all the requi-
site power and authority, and has taken all necessary
action, to execute and deliver such Agreement, constitutes
the legal, valid and binding obligation of the Project
Participant enforceable in accordance with its terms.
4. Payments by the Project Participant under the
Agreement will constitute an operating expense of the
Project Participant and are to be made solely from the
Revenues of its Electric System as provided in section 5(c)
of the Agreement.
5. No approval, consent or authorization of any gov-
ernmental or public agency, authority or person is required
for the execution and delivery by the Project Participant
of the Agreement, or the performance by the Project
Participant of its obligations thereunder.
6. The authorization, execution and delivery of the
Agreement and compliance with the provisions thereof will
not conflict with or constitute a breach of, or default
under, any instrument relating to the organization, exis-
tence o?: operation of the Project Participant, any commit-
ment, agreerent or other instrument to which the Project
Participant i4 a party or by which it or its property is
bound or affected, or any ruling, regulation, ordinance,
judgment, order or decree to which the Project Participant
(or any of its officers in their respective capacities as
such) is subject or any provision of the laws of the State
of California relating to the Project Participant and its
affairs.
7. There is no action, suit, proceeding, inquiry or
investigation at law or in equity, or before any court,
public board or body, pending or, to my knowledge, threat-
ened against or affecting the Project Participant or any
entity affiliated with the Project Participant or any of
its officers in their respective capacities as such (nor to
the best of my knowledge is there any basis therefor),
which questions the powers of the Project Participant
referred to in paragraph 2 above or the validity of the
proceedings taken by the Project Participant in connection
with the authorization, execution or delivery of the
Agreement, or wherein any unfavorable decision, ruling or
finding would materially adversely affect the transactions
contemplated by the Agreement, or which, in any way, would
adversely affect the validity or enforceability of the
Agreement.
-22-
The opinion expressed in paragraph 3 above is qualified to
the extent that the enforceability of the Agreement may be limited by
any applicable bankruptcy, insolvency, debt adjustment, moratorium,
reorganization, or other similar laws affecting auditors' rights gen-
erally or as to the availability of any particular remedy.
This opinion is rendered only with respect to the laws of
the State of California and the United States of America, and is
addressed only to the Agency. No other person is entitld to rely on
this opinion, nor may you rely on it in connection with any transac-
tions other than those described herein.
(Note: Where it shall be necessary for the Project
Participant to obtain the authorization or approval of a Federal,
state or local regulatory authority relating to such Project
Participant's performance under the Agreement, the form of opinions
set forth in paragraphs 2, 5 and 6 hereof may be appropriately
adjusted to reflect the necessity for such authorization or approval
and paragraph 5 hereof shall be adjusted to include therein an excep-
tion thereto specifically describing the requisite authorization or
approval and stating that it has been duly given or obtained and is
in full force and effect.)
Very truly yours,
-23-
ORDINANCE NO. 1295
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY
OF LODI, CALIFORNIA, APPROVING THE TERMS AND
CONDITIONS OF A MEMBER AGREEMENT BETWEEN
NORTHERN CALIFORNIA POWER AGENCY AND CERTAIN
PARTICIPATING MEMBERS AND AUTHORIZING THE
EXECUTION OF AND DELIVERY OF SAID AGREEMENT
BY OFFICERS OF THE CITY OF LODI.
WHEREAS, pursuant to the provisions of Chapter 5,
Division 7, Title 1 of the Government Code of the State of
California, as amended (the "Joint Powers Act"), the City of Lodi
(the "City") and certain other public agencies created pursuant
to the laws of the State of California (collectively, the
"Members"), have entered into a Joint Powers Agreement (the
"Agreement") creating the Northern California Power Agency (the
"Agency"), a public entity separate and apart from the Members;
and
WHEREAS, in accordance with the Agreement and the Joint
Powers Agreement, the Agency proposes to acquire and construct or
cause to be acquired and constructed and to operate or cause to be
operated a project (the "Project") consisting of (i) 230KV double
circuit tower line from Castle Rock Junction in Sonoma County to
the Lakeville Substation of Pacific Gas and Electric Company,
(ii) a 230KV transmission line from the Geysers Geothermal
Resources Area to the first point of interconnection with the
existing transmission grid in Northern California and a
transmission collection system, and (iii) a central dispatch
facility; and all other associated facilities, rights, properties
and improvements appurtenant thereto as provided and necessary
therefor including any right to capacity or ownership interest in
the foregoing; and
WHEREAS, this City Council finds and determines that it
is in the best interests of the customers of t:.e electric system
of the City for the City to contract With the Agency the Project
for transmission service available from the Project pursuant to
an Agreement For Construction, Operation and Financing of
Transmission Project Number One (the "Member Agreement") in
substantially the form submitted to this City Council. and dated
for convenience as of July 1, 19831 and
WHEREAS, payments by the City pursuant to the Member
Agreement will be used in part by the Agency for payment of
principal of and interest on its bonds, notes or other- evidences
of indebtedness issued in connection with the construction,
operation and financing of the Project;
NOW, THEREFORE, the City Council of the City of Lodi
does ordain as follows:
1. The City Council hereby finds and determines that
the terms and conditions of the Member Agreement (including the
Transmission Service Share of the City set forth in Appendix A
thereto) in substantially the form submitted to this City Council
be, and the same are hereby, approved.
f
2. The Transmission Service Share of the City as set
E forth in Appendix A to said Member Agreement may be increased to
such percentage, not to exceed 21.3255 percent (21.3255%), as
shall be determined by the Council of the City. (NOTE - This
percentage is to be revised downward by Northern California Power
Agency to reflect the City's reduced participation in Geothermal
Pro3ect No. 3).
-1'
3. The City is hereby authorized to enter into the
Member Agreement and the Mayor and the City Clerk are hereby
authorized to execute and deliver the Member Agreement by and on
behalf of the City.
4. Pursuant to Section 54241 of the Government Code of
the State of California, this Ordinance is subject to the
provisions for referendum applicable to the City.
5. The City Clerk shall certify to the enactment of
this Ordinance and shall cause this Ordinance to be published in
accordance with Section 54342 of the Government Code of the State
of California.
6. Thirty (30) days from and after its enactment, this
Ordinance shall take effect and be in full force, in the manner
provided by law.
ADOPTED by the City Council and signed by the Mayor and
attested by the City Clerk this 7th day of September, 1983.
Evelyn M. Olson
Mayor
Attests
Alice M. Re me e
City Clerk
`SEAL) °
Final Draft of July 28, 191bS
AGRBSMSNT FOR CONSTRUCTION, OPERATION AND FINWIM
OF TRANSMISSION PROJECT NUMBER ONE
Dated as of July 1. 1983
By and Among
NORTHERN CALIFORNIA POW= AGENCY
and
City Of Alameda
City of I Biggs
City of Gridley
City of Healdsbucg
City of Lodi
City Of Lompoc
City of Palo Alto
City of Roseville
City of Ukiah
Pluxas-Sierra Rural Electric Cooperative
=A
TABLE OF CONTENTS
VJ-tT:7
I.
Definitions
•
•N P
Section T.it h
TABLE OF CONTENTS
VJ-tT:7
I.
Definitions
.
2
2.
Purpose 0.
.
4
3.
Construction and Operation . . . .
. . . . .
. 4
4.
Obligation to Provide Transmission
Service .
4
5.
Rates and Charges . . . . . . . .
. . .
5
6.
Annual Budget and Billing Statement
. . .
. 6
7.
Obligation in the Event of Default
. . . . •
. 7
8.
Transfers, Sales and Assignments of
Transmission Service Share .
. . . . .
. 8
9.
Surplus Transmission Service
. 9
10.
Insurance and Indemnification
.10
11.
Member Direction and Review
.18
12.
Term . . . . . . . . . . . . . . .
. . . . .
.11
.13.
Termination and Amendments . . . .
. . . . .
.12
14.
Member Service Agreement . . . . .
. . . . .
.13
15.
Second Phase Agreement
.13
16.
Miscellaneous . . a
.13
APPENDIX A - Schedule of Project Participants
and
Transmission Service Shares
. .
.15
APPENDIX B - Form of Opinion of Counsel
.
.16
-i-
M
W
W
AGREEMENT FOR CONSTRUCTION, OPERATION AND FINANCING
OF TRANSMISSION PROJECT NUMBER ONE
This Agreement, dated as of July 1, 1983, by and
Northern California Power Agency, a joint powers agency of the
of California (hereinafter called "NCPA") and the other entities
cuting this Agreement.
WITNESSETH:
among
State
exe-
WHEREAS, NCPA proposes to acquire and construct or cause to
be acquired and constructed and to operate or cause to be operated
the Project (either by the construction of facilities by NCPA or
Jointly with others, or by the purchase of an ownership interest or
capacity right in such facilities constructed by others, or both)
described herein= and.
WHEREAS, NCPA and certain of its members entered into an
"Agreement for Financing of Planning and Licensing Activities for
Construction of Geysers Transmission Facilities" made as of March 1,
1983, providing for the financing of certain planning and licensing
activities in connection with a portion of the Project (said
Contract, as it may be amended and supplemented from time to time,
being hereinafter called the "Second Phase Agreement"); and
WHEREAS, this Agreement is the "Final Transmission
Contract" contemplated in the Second Phase Agreement; and
WHEREAS, NCPA and its members have entered into one of
three Member Service Agreements, effective February 12, 1981 (sand
Agreements, as they may be amended and supplemented from time to
time, being hereinafter called the "Member Service Agreement"), which
provide for services which NCPA shall perform for its members, among
other things, and for the provisions to be contained in second and
third phase agreements, such as the Second Phase Agreement, and'this
Agreement= and
WHEREAS; NCPA and the Project Participants (as hereinafter
defined) now wish to enter into this Agreement to provide furtherFtor
the construction, operation and financing of the Project, the sale`.by
NCPA of transmission service available from the Project to the
Project Participants# and the security for the Bonds to be issued' -to
finance the Project;
NOW THEREFORE, the parties hereto do agree as follows:
1. Definitions. The following terms shall, for all
purposes of this Agreement, have the following meanings:
-2-
(a) "Bonds" means bonds, notes or other evidences oflr,
indebtedness of NCPA (or of a nonprofit corporation on behalf of
NCPA) i sstied to finance or refinance the Project, and includes addi-
tional Bonds to complete the Project.
(b) "Bond Resolution" means the resolution or resolutions
providing for the issuance of Bonds and the terms thereof.
(c) "Electric System" means all properties and assets, real
and personal, tangible and intangible, of the Project Participant now
or hereafter existing, used or pertaining to the generation, trans-
mission, transformation, distribution and sale of electric capacity
and energy, including all additions, extensions, expansions, improve-
ments and betterments thereto and equippings thereof provided, how-
ever, that to the extent the Project Participant is not the sole
owner of an asset or property or to the extent that an asset or prop-
erty is used in part for the above described electric purposes, only
the Project Participant's ownership interest in such asset or prop-
erty or only the part of the asset or property so used for electric
purposes shall be considered to be part of its Electric System.
(d) "Initial Operation Date" means the first date When any
portion of the facilities of the Project are available to provide
transmission service, as shall be determined by the Commission of
NCPA in accordance with prudent utility practices.
(e) "Project" means, a project consisting of (i) 230XV
double circuit tower line from Castle Rock Junction in Sonoma County
to the Lakeville Substation of Pacific Gas and Electric Company,
(ii) a 230XV transmission line from the Geysers Geothermal Resources
Area to the first point of interconnection with the existing trans-
mission grid in Northern California and a transmission collection
system, and (iii) a central dispatch facility= and all other associ-
ated facilities, rights, properties and improvements. appurtenant
thereto as provided and necessary therefor, including any right to
capacity or ownership interest in the foregoing. The Project may be
amended by the Project Participants in accordance with Section 11 of
the Agreement, provided that any such amendment shall not have a
material adverse effect on the security for the Bonds.
(f) "Project Participants means those entities listed in
Appendix A hereto and executing this Agreement, together in each case
with their respective successors or assigns.
(g) "Revenues" means all income, rents, rates, fees,
charges, and other moneys derived by the Project Participant from the
ownership or operation of its Electric System, including, without
limiting the generality of the foregoing, (i) all income, rents,
rates, fees, charges or other moneys derived from the sale, furnish-
ing, and supplying of the electric capacity and energy and other ser-
vices, facilities, and commodities sold, furnished, or supplied
through the facilities of its Electric System, (ii) the earnings on
and income derived from the investment of such income, rents, rates,
-3-
s
f ees, charges or other moneys to the extent that the use of sucli.,
earnings and income is limited by or pursuant to law to its Electric
System and (iii) the proceeds derived by the Project Participant
directly or indirectly from the sale, lease or other disposition of
all or a part of the Electric System as permitted hereby, but the ;
term ' "Revenues" shall not include (y) customers' deposits or any
other deposits subject to refund until such deposits have become the
property of the Project Participant, or (z) contributions from cus-
tomers for the payment of costs of construction of facilities to
serve them.
(h) "Transmission Service Share" means, with respect to
each Project Participant, the percentage of the total available
transmission service utilizing the Project to which such Project
Participant is entitled pursuant to the terms of this Agreement. The
Transmission Service Share for each Project Participant is set forth
opposite the name of such Project Participant in Appendix A hereto,
as such Appendix A shall be amended from time to time in accordance
with Section 13 of this Agreement.
(i) "Trustee" means the entity or entities designated by
NCPA pursuant to any Bond Resolution, to administer any funds or
accounts required by such Bond Resolution or otherwise.
2. Purpose. The purpose of this Agreement is to sell
transmission service available from the Project to the Project
Participants, to provide the terms and conditions of such sale and to
provide for the financing of the Project.
3. Construction and Operation. NCPA will use its best
off orts to cause or accomplish the construction, operation and
financing of the Project, the obtaining of all necessary authority
and rights, and the performance of all things necessary and conven-
ient therefor. Each Project Participant will cooperate with NCPA to
that end, and will give any and all clarifying assurances by supple-
mental agzeements that may be reasonably necessary in the opinion.of
NCPA's legal counsel to make the obligations herein more specific and
to satisfy legal requirements and provide security for the Honda.
?CPA may pledge and assign to any Trustee for any Bonds,,
all or any portion of the payments received hereunder from Project
Participants, and upon notice from NCPA each Project Participant
shall make payments due by it hereunder directly to any Trustee for
the Bonds. Such pledge and assignment by NCPA shall be made effec-
tive for such time as NCPA shall determine and provide.
4. Obligation to Provide Transmission Service.
Pursuant to the terms of this Agreement, NCPA shall provide or cause
to be provided and each project Participant shall obtain such Project
Participant's Transmission Service Share of transmission service
available from the Project. All transmission service utilizing the
Project shall be scheduled in accordance with the practices and
procedures mutually agreed to by the Commission of NCPA and the
-4-
respective Project Participants. Such agreement shall not be.,
unreasonably withheld by either NCPA or any Project Participant.
S. Rates and Charges. (a) Commencing on the Full
Operation Date, NCPA shall fix charges to the Project Participants
under this Agreement to produce revenues to NCPA for transmission
service available from the Project equal to the amounts anticipated
to be needed by NCPA to meet the total costs of NCPA to provide
transmission service available from the Project, including but not
limited to ( i) debt service on the Bonds, reserves for the payment of
debt service on the Bonds and other payments required under the Bond
Resolution, and (ii) any other operation, maintenance and replacement
costs of the Project, a reasonable reserve for contingencies, and all
other Project costs. NCPA shall fix charges to the Project
Participants to produce revenues to NCPA for transmission service
available from the Project to meet the costs described in (i) and
(ii) above based on Transmission Service Shares.
(b) To the extent that the funds provided under Section
5(a) of this Agreement are at any time not sufficient for such pur-
poses, each Project Participant shall pay to NCPA an amount equal to
such Project Participant's Transmission Service Share of the total
cost to pay all amounts of principal and interest on the Bonds,
reserves for the payment of debt service and other payments required
under the Bond Resolution. The obligation of this Section 5(b) is
incurred by each Project Participant for the benefit of future hold-
ers of Bonds, and shall commence and continue to exist and be honored
by Project Participants whether or not transmission service utilizing
the Project 'is available to them at a-11 time3 or at all (which provi-
sion may be characterized as an obligation to pay all costs on a
take -or -pay basis whether or not such transmission service utilizing
the Project is provided) .
(c) Any payments required to be made by, or costs incurred
by, NCPA or the Project Participants pursuant to Section 9.5 of the
Interconnection Agreement among Pacific Gas and Electric Company,
NCPA and certain of the Project Participants shall not be made or
incurred under this Agreement.
( d) Each Project Participant shall make payments under this
Agreement solely from the Revenues of, and as an operating expense
of, its Electric System. Nothing herein shall be construed as pro-
hibiting any Project Participant from using any other funds and reve-
nues for purposes of satisfying any provisions of this Agreement.
(e) Each Project Participant shall make payments under this
Agreement whether or not the Project or any part thereof is com-
pleted,, operable, operating or retired and notwithstanding the sus-
pension, interruption, interference, reduction or curtailment of
transmission service utilizing the Project in whole or in part for
any reason whatsoever. Such payments are not subject to any
reduction, whether by offset or otherwise, and are not conditioned
-5-
i
upon performance by NCPA or any other Project Participant under this\' ��
Agreement or any other agreement.
(f) No Project Participant shall be liable under this
Agreement for the obligations of any other Project Participant. Each
Project Participant shall be solely responsible and liable for per-
formance of its obligations under this Agreement and for the mainte-
nance and operation of its respective properties not included as part
of the Project. The obligation of each Project Participant to make
payments under this Agreement is a several obligation and not a joint
obligation with those of the other Project Participants.
(g) Each Project Participant covenants and agrees to estab-
lish and collect fees and charges for electric capacity and energy
furnished through facilities of its Electric System sufficient to
provide Revenues adequate to meet its obligations under this
Agreement and to pay any and all other amounts payable from or con-
stituting a charge and lien upon any or all such Revenues.
(h) Each Project Participant covenants and agrees that it
shall, at all times, operate the properties of its Electric System
and the busir:ess in connection therewith in an efficient manner and
at reasonable cost and shall maintain its Electric System in good
repair, working order and condition.
6. Arinua . Budget and Billing Statement. Prior to the
beginning of each NCPA fiscal year, the Commission of NCPA will adopt
an annual budget for such fiscal year for costs and expenses relating
to the Project and shall promptly give notice to each; Project
Participant of its projected share of such costs and expenses.
A billing statement prepared by NCPA based on estimates
will be sent to each Project Participant not later than the fifteenth
(15th) day of each calendar month showing the amount payable by such
Project Participant of costs payable under Section 5(a) of this
Agreement for the second succeeding calendar month# any amount pay-
able by such Project Participant as its Transmission Service Share of
costs payable under Section 5(b) of this Agreement, and the amount of
any credits or debits as a result of any appropriate adjustments.
Amounts shown on ' the billing statement are due and payable thirty
(30) days after the date of the billing statement. Any amount due
and not paid by the Project Participant within thirty (30) days after
the date of the billing statement shall bear interest from the due
date until paid at an annual rate to be established by the Commission
of NCPA at the time of adortion of the then most recent annual
budget.
On or before the day five (5) calendar months after the end
of each NCPA fiscal year, NCPA shall submit to each Project
Participant a statement of the aggregate monthly costs for such
fiscal year. If the actual aggregate monthly costs and the Project
-6-
�r^Rs y '"2" r� ".�`. *F`�
Jy !`a-.x` cAx�ia ,ca-rn,' �'te"�.1,9M Th.7 ,
t4 . s,.«-^ 4 s�r ^i^'.+-T'� vs •i Yi � s C ." e r -
Participant's Transmission Service Share thereof pursuant to thi
Agreement, and other amounts payable for any fiscal year, exceed the
billings to the Project Participant, the deficiency shall be added to
the Project Participant's immediately succeeding billing statement.
If the actual aggregate monthly costs and the Project Participant's
Transmission Service Share thereof and any adjustment of or credit to
the Project Participant's Transmission Service Share thereof or other
amounts payable for any fiscal year are less than the billings to the
Project Participant, such excess shall be credited to the Project
Participant's billing statements for such period (not to exceed the
immediately succeeding six months) and in such amounts as shall be
determined by NCPA.
If a Project Participant questions• or disputes the correct-
ness of any billing statement by NCPA, it uhall pay NCPA the amount
claimed when due and shall within thirty (30) days of the receipt of
such billing statement request an explanation from NCPA. If the bill
is determined to be incorrect, NCPA will issue a corrected bill and
refund any amount which may be due the Project Participant which
refund shall bear interest from the date NCPA received payment until
the date of the ref and at an annual rate to be established by the
Commission of NCPA at the time of adoption of the then most recent
annual budget. If NCPA and the Project Participant fail to agree on
the correctness of a bill within thirty (30) days after the Project
Participant has requested an explanation, the parties shall promptly
submit the dispute to arbitration under section 1280 gt AM• of the
Code of Civil Procedure.
7. ' Obligation in the Event of Default. (a) Upon fail-
ure of any Project Participant to make any payment in full when due
under this Agreement, NCPA shall make written demand upon such
Project Participant, and if said failure is not remedied within
thirty (30) days from the date of such demand, such failure shall
constitute a default at the expiration of such period. Notice of
such demand shall be provided to each other Project Participant by
NCPA.
fb) Upon the failure of any Project Participant to make any
payment which failure constitutes a default under this Agreement,
NCPA shall use its best efforts to sell and transfer for the default-
ing Project Participant's account all or a portion of such Project
Participant's Transmission Service Share of transmission service
available from the Project for all or a portion of the remainder of
the term of this Agreement. NCPA shall not sell such transmission
service, directly or indirectly, in any manner, and shall not take or
permit to be taken any other action or actions, which would result in
any of the Bonds being treated as an obligation not described in
Section 103(x) of the Internal Revenue Code of 1954, as amended, by
reason of classification of such Bond as an "industrial development
bond" within the meaning of Section 103(b) of said Code.
Notwithstanding that a.1 or any portion of the Project Participant's
-7-
r
C
Transmission Service Share of transmission service
Project is so sold or transferred, the Project
remain liable to NCPA to pay the full amount o
Service Share of monthly costs as if such sale
been made, except that such liability shall be
extent that NCPA shall receive payment from the
feree thereof.
availahle frome
Participant shall-,
f its Transmission
or transfer had not
discharged to the
purchaser or trans -
(c) Upon the failure of any Project Participant to make any
payment which failure constitutes a default under this Agreement and
causes NCPA to be in default under any Bond Resolution, NCPA may tin
addition to the remedy provided by subsection (b) of this Section 7)
terminate the provisions of this Agreement insofar as the same enti-
tle the defaulting Project Participant to its Transmission Service
Share of transmission service available from the Project.
Irrespective of such termination, the obligations of the Project
Participant under this Agreement shall continue in full force and
effect.
(d) Upon the failure of any Project Participant to make any
payment which failure constitutes a default under this Agreement, and
except as sales or transfers are made pursuant to subsection (b) of
this Section 7, (i) the Transmission Service Share of each nonde-
faulting Project Participant shall be automatically increased for the
remaining term of this Agreement pro rata with those of the other
nondefaulting Project Participants and (ii) the defaulting Project
Participant's Transmission Service Share shall (but only for purposes
of computing the respective Transmission Service Share of the nonde--
faulting Project Participants) be reduced correspondingly; provided,
however, that the sum of such increases for any nondefaulting Project
Participant shall not exceed, without written consent of. such nond&-
faulting Project Participant, an accumulated maximum of 25% of the
nondefaulting Project Pnrticipant's original Transmission Service
Share.
(e) If a Project Participant shall fail or refuse to pay
any amounts due to NCPA, the fact that other Project Participants
have increased their obligation to NCPA pursuant to this Section 7
shall not relieve. the defaulting Project Participant of its liability
under this Agreement, and any Project Participant. increasing; such
obligation shall have a right of recovery from the defaulting Project
Participant to the extent of such respective increase in obligation
caused by the defaulting Project Participant.
(f) Any. Trustee for any Bonds shall have the right, as a
third party beneficiary, to initiate and maintain suit to enforce
this Agreement to the extent provided in the related Bond
Resolution.
8. Transfers, Sales and Assignments of Transmission
Service Share. Each Project Participant has full and unfettered
- 8-
I --
rights to make transfers, sales assignments and exchanges
(collectively "transfers") of its Transmission Service Share except
as expressly provided otherwise in this Agreement. (a) No Project
Participant shall transfer ownership of all or substantially all of
its Electric System to another entity until it has first complied
with the provisions of this subsection (a). A consolidation with
another governmental entity or change in governmental form is not
deemed a transfer of ownership.
(1) Such disposition or transfer shall be under
terms and conditions that provide assurance that the obli-
gations of the transferring Project Participant under this
Agreement, and that NCPA's obligations under this
Agreement, and any Bond Resolution, and under other agree-
ments made or to be made by NCPA to carry out the Project,
will be promptly and adequately met. NCPA may require that
sufficient moneys of the transferring Project Participant
to discharge such obligations be irrevocably set aside and
maintained in a trust account, as a condition to .the trans-
fer of the Electric System, if no other adequate assurance
is available.
(2) The transferring Project Participant shall give
ninety (90) days advance written notice to NCPA of any pro-
posed transfer pursuant to this subsection (a). Appendix A
to this Agreement shall be amended as appropriate to
reflect any transaction pursuant to this subsection (a).
(b)' Notwithstanding any other provision of this Agreement,
no Project Participant shall transfer, assign, sell or exchange any
portion of its Transmission Service Share, directly or indirectly, in
any manner, and shall not take or permit to be taken any other action
or actions, which would result in any of the Bonds being treated as
an obligation not described in Section 103(x) of the Internal Revenue
Code of 1954, as amended, by reason of classification of such Bond as
an "industrial development bond" within the meaning of Section 103(b)
of said Code.
9. Surplus Transmission Service. W h e n a P r o j e c t
Participant has surplus transmission service available from the
Project, NCPA shall, if requested by such Project Participant to do
so, sell such surplus transmission service on behalf of such Project
Participant .in the following manner:
(a) NCPA shall use its beast efforts to sell such surplus
transmission service at a price at least equal to the Project
Participant's cost therefor.
( b Other Project Participants shall have a right of first
refusal, and other NCPA members shall have the second right, at the
sales prices set forth in subsections (c) and (d) of this Section 9.
-9-
(c) If NCPA can purchase equivalent transmission servi
from other sources for less than the Project Participant's cost for F.
transmission service from the Project, as the case may be, the sales
price of such transmission service to another Project Participant or
NCPA member shall be equal to the cost of purchasing the trau;smission'
service from such other source. 4
(d) If the alternative cost of purchasing transmission ser-
vice f or other Project Participants or members of NCPA is more than
the Project Participant's cost of transmission service from the
Project, then the sales price shall be the Project Participant's cost
from the Project plus one-half the difference between the Project
Participant's cost from the Project and the cost of transmission ser-
vice from an alternative source.
(e) NCPA shall not sell such transmission service, directly
or indirectly, in any manner, and shall not take or permit to be
taken any other action or actions, which would result in any of the
Bonds being treated as an obligation not described in Section 103(x)
of the Internal Revenue Code of 1954, as amended, by reason of clas-
sification of such Bond as an "industrial development bond" within
the meaning of Section 103(b) of said Code.
10. Insurance and Indemnification. NCPA shall obtain or
cause to be obtained insurance for the Project covering such risks
(including earthquakes), in such amounts and with such deductibles as
shall be determined by NCPA. NCPA shall indemnify and hold harmless
each Project Participant from any liability for personal injury or
property damage resulting from any accident or occurrence arising out
of or in any way related to the construction or operation of the
Project, provided, however, that such liability of NCPA shall be
limited to the extent the proceeds of insurance and other moneys
available to NCPA hereunder are available therefore.
11. Member Direction and Review. NCPA shall comply with
all lawful directions of the Project Participants with respect to
this Agreement, while not stayed or nullified, to the fullest .extent
authorized by law. Actions of Project Participants, including giving
above directions to NCPA, will be taken only at meetings of autho-
rized representatives of Project Participants duly called and held
pursuant to the Ralph M. Brown Act or other laws applicable to such
meetings, in effect from time to time.
(a) A quorum of the Commission of NCPA for purposes of
acting upon matters related to the Project shall consist of those
Commissioners (including for all purposes of this Section 11, their
designated alternates) , representing a numerical majority of the
Project Participants, or, in the absence of such, representing
Project Participants having a combined Transmission Service Share of
at least a majority in interest at such time.
-10-
0 0 0
(b) Special meetings of the Commission to act only on
matters relating to the Project may be called by a majority of the
Commissioners of Project Participants upon notice as required by the
Ralph M. Brown Act or other laws applicable to such meetings, in
effect from time to time.
(c) At regular or special meetings of the Commission,
voting on matters relating to the Project shall be bTn
Transmission
Service Share, and the affirmative vote of a majority interest at
such time shall be required to take action, unless the Project
Participants agree at such meetings that voting will be on a one
membe&- one vote basis, with a majority vote of those present required
for action.
(d) Notwithstanding subsection (c) of this Section 11, upon
demand of any Conmissioner of any Project Participant, at any meeting
of the Comm mission other than a special meeting referred to in subsec-
tion (b) of this Section 11, the vote on any issue relating to the
Project shall be by Transmission Service Share at such time and 65%
or greater affirmative vote shall be required to take action.
(e) Any Project Participant may veto a discretionary action
of the Project Participants relating to the Project that was not
taken by a 65% or greater Transmission Service Share vote within 10
days following mailing of notice of such Commissioners' actionp by
giving written notice of veto to NCPA, unless at a meeting of
Commissioners or alternates of Project Participants called for the
purpose of considering the veto and held within 30 days after such
veto notice, the holders at such time of 65% or greater of tate
Transmission Service Share shall vote to override the veto.
(f) The sixty-five percent of the Transmission Service
Share specified in this Section 11 shall be red -iced by the amount
that the Transmission Service Share of any Project Participant shall
exceed 35% at such time, but such 651 shall not be reduced below a
majority in interest.
12. Tern. (a) This Agreement shall not take effect
until it and/or any supplement to it provided for in Section 2(c) of
the Second Phase Agreement has been duly executed and delivered to
NCPA by Project Participants the Transmission Service Shares: of
w high, in the aggregate, equal 100%, all in accordance with
Section 2(c) of the Second Phase Agreement and accompanied by an
opinion for ea, -h Project Participant of an attorney or firm of attor-
neys in substantially the form attached hereto as Appendix B.
-11-
W
(b) Notwithstanding the delay in effective date of this
Agreement until the Transmission Service Shares in the aggregate
equal 1008 and the other provisions of Section 12(a) hereof have been
complied with, it is agreed by all signatories hereto that in consid-
eration for NCPA's signature hereto, and for its commitment to use
its best efforts to obtain the commitment for Transmission Service
Shares in the aggregate equal to 1008, each Project Participant upon
its execution and delivery of this Agreement to NCPA along with
required opinion and any required evidence of compliance as required
by Section 12(a) hereof shall be immediately bound not to withdraw
its respective offer herein made to enter intim this Agreement as exe-
cuted and/or supplemented or to decrease or terminate its
Transmission Service Share before January I, 1984. Such a decrease
or termination by a Project Participant may be made only if this
Agreement has not taken effect before January 1, 1984 and only by
giving written notice thereof to NCPA between January 1, and
January 15, 1984.
(c) Notwithstanding the foregoing, each Project Participant
shall be entitled to decrease or terminate its Transmission Service
Share upon giving written notice thereof to NCPA within fifteen
(15) days after January 1, 1986, if by January 1, 1986 NCPA shall not
have issued any Bonds secured by this Agreement.
(d) The term of this Agreement shall continue until the
later of (i) the expiration of the useful life of the Project, or
(ii) the date on which all Bonds issued have been retired, or full
provisions made for their retirement, including interest until their
retirement dates provided, however, that in no event shall the term
of this Agreement extend beyond the date of termination of NCPA. In
the event of the termination of the existence of NCPA it is the
intent of the Project Participants that the Agreement be construed as
an Agreement among the Project Participants.
13. Termination and Amendments. This Agreement` zhal l
not be subject to termination by any party under any circumstances,
whether based upon the default of any other party under this
Agreement, or any other instrument, or otherwise, except as specifi-
cally provided herein.
Except as otherwise provided in this Agreement, so long as
any Bonds are outstanding and unpaid and funds are not set aside for
the payment or retirement thereof in accordance with the applicable
Bond Resolution, this Agreement shall not be amended, modified or
otherwise chanced or rescinded by agreement of the parties without
the consent of each Trustee for Bonds whose consent is required under
the applicable Bond Resolution.
-12-
a
14. Member Service Acreement. This Agreement is d
service schedule and a third phase agreement attached to and incorpo-
rated into the Member Service Agreement. This Agreement shall be
construed as the more specific terms governing the general relation-
ship between the parties set out in the Member Service Agreement in
connection with the Project.
15. Second Phase Agreement. The Second Phase Agreement
is superseded by this Agreement, except that section 4 thereof shall
remain in effect as provided by section 5 of the Second Phase
Agreement unless changed by formal action of all of the Project
Participants. Said section 4 is as follows:
"Section 4. Conditional Repayment to Members. All
payments and advances made heretofore, and those hereafter
made pursuant to Section 11 excluding interest paid on
delinquent payments shall be repaid to each of the entities
making such payments and advances pursuant to this
Agreement out of the proceeds of the first issuance of the
Project bonds or as and when there are sufficient funds
available from the partial sale of bonds. Such reimburse-
ments shall be made within 60 days following the sale of
any Project bonds and shall include interest computed
monthly at a rate equivalent to the end of the month prime
rate of the Bank of America NT&SA. Any interest due under
the third paragraph of section 1 of this Agreement and
unpaid shall be deducted from the repayments. If NCPA
determines to construct transmission facilities, but is not
successful in obtaining approval therefor from the
California Energy Commission (CEC) , there shall be no reim-
bursement except out of unused Project funds including
those then in the Working Capital and Contingency Fund
account along with all other receipts to which NCPA is
entitled in connection with the Project."
16. Miscellaneous. The headings of the sections hereof
are inserted for convenience only and shall not be deemed a part of
this Agreement.
If any one or more of the covenants or agreements provided
in this Agreement to be performed should be determined to be invalid
or contrary to law, such covenant or agreement shall be deemed and
construed to be severable from the remaining covenants and agreements
herein contained and shall in no way affect the validity of the
remaining provisions of this Agreement.
This Agreement
or any of which shall be
and shall constitute and
may be executed in several counterparts, all
regarded for all purposes as one original
be but one and the same instrument.
-13-
IN WITNESS WHEREOF each Project Participant has executed
this Agreement with the approval of its governing body, and caused-
its official seal to be affixed and NCPA has executed this Agreement
in accordance with the authorization of its Commission.
NORTHERN CALIFORNIA POWER CITY OF PALO ALTO
AGENCY
By By
And and
CITY OF ALAMEDA CITY OF ROSEVILLE
By By
And and
CITY OF BIGGS CITY OF UKIAH
By By
And and
CITY OF GRIDLEY PLUMAS-SIERRA RURAL.
ELECTRIC COOPERATIVE
By - By
And and
HEALDSBURG
By
An
CITY OF LODI
f _ By
CITY OF LOMPOC
By
and
-14-
SCHEDULE OF PROJECT PARTICIPANTS
AND TRANSMISSION SERVICEISHARES
APPENDIX AN,
Transmission
Service
Share
30.3590%
.4082
.7103
6.6068
21.3255
6.6194
8.2342'
-14.1756"
101.0963
100.000%-
Project
Participant
City
of
Alameda
City
of
Biggs
City
of
Gridley
City
of
Healdsburg
City
of
Lodi
City
of
Lompoc
City
of
Palo Alto
City
of
RQseville
City
of
Ukiah
Plumas, Sierra Rural
Electric
Cooperative
Total
APPENDIX AN,
Transmission
Service
Share
30.3590%
.4082
.7103
6.6068
21.3255
6.6194
8.2342'
-14.1756"
101.0963
100.000%-
W v -
APPENDIX
FORD! OF OPINION OF CCQNSEL
Northern California Power Agency
8421 Auburn Boulevard
Suite 160
Citrus Heights, California 95610
Dear Sirs:
6
I am acting as counsel to the (the "Project
Participant") under the Agreement for Construction, Operation and
Financing of the Transmission Project dated as of July 1, 1983 (the
"Agreement") among the Project Participant, the Northern California
Power Agency. (the "Agency") and certain other entities (the "Project
Participants") r and I have acted as counsel to the Project
Participant in connection with the matters referred to herein. As
such counsel I have examined and am familiar with (i) those documents
relating to the existence, organization and operation of the Project
Participant, (ii) all necessary documentation of the Project
Participant ,relating to the authorization, execution and delivery of
the Agreement and (iii) an executed counterpart of the Agreement.
Based upon the foregoing and such examination of law and
such other'inf ormation, papers and documents as I deem necessary or
advisable to enable me to render this opinion, including the
Constitution and laws of the State of California together with the
charter, other governing instruments, ordinances and public proceed-
ings of the Project Participant, I am of the opinion that:
I. The Project ,Participant is [state form of
organization) , duly created, organized and
existing under the laws of the State of California and duly
qualified to furnish electric service within said State.
2. The Project Participant has full legal right,
power and authority to enter into the Agreement and to
carry out and consummate all transactions contemplated
thereby, and the Project Participant has complied with the
provisions of applicable law in all matters relating to
such transactions.
3. The Agreement has been duly authorized, executed
and delivered by the Project Participant, is in full force
-16-
O'"► 0
and effect as to the Project Participant in accordance with
its terms assuming the other Project Participants have com-
plied with the requirements of Section 12(a) of such
Agreement and, assuming that the Agency has all the requi-
k site power and authority, and has taken all necessary
action, to execute and deliver such Agreement, constitutes
the legal, valid and binding obligation of the Project
Participant enforceable in accordance with its ,terms.
4. Payments by the Project Participant under the
Agreement will constitute an operating expense of the
Project Participant and are to be made solely from the
Revenues of its Electric System as provided in Section 5(c)
of the Agreement.
S. No approval, consent or authorization of any gov-
ernmental or public agency, authority or person is required
for the execution and delivery by the Project Participant
of the Agreement, or the performance by the Project
Participant of its obligations thereunder.
6. The authorization, execution and delivery of the
Agreement and compliance with the provisions thereof will
not conflict with or constitute a breach of, or default
under, any instrument relating to the organization, exis-
tence or operation of the Project Participant, any commit-
ment, agreement or other instrument to which the Project
Participant is a party or by which it or its property is
bound or affected, or any ruling, regulation, ordinance,
judgment, order or decree to which the Project Participant
(or any of its officers in their respective capacities as
such) is subject or any provision of the laws of the State
of California relating to the Project Participant and its
affairs.
7. There is no action, suit, proceeding, inquiry or
investigation at law or in equity, or before any court,
public board or body, pending or, to my knowledge, threat-
ened against or affecting the Project Participant or any
entity affiliated with the Project Participant or any of
its officers in their respective capacities as such (nor to
the best of my knowledge is there any basis therefor),
which questions the powers of the Project Participant
referred to in paragraph 2 above or the validity of the
proceedings taken by the Project Participant in connection
with the authorization, execution or delivery of the
Agreement, or wherein any unfavorable decision, ruling or
finding would materially adversely affect the transactions
contemplated by the Agreement, or which, in any way, would
adversely affect the validity or enforceability of the
Agreement.
-17-
dr
The opinion expressed in paragraph 3 above is qualified to
the extent that the Agreement enforceability of the may be limited by
any applicable bankruptcy, insolvency, debt adjustment, moratorium,
reorganization, or other similar laws affecting creditors' rights
generally or as to the availability of any particular remedy.
This opinion is rendered only with respect to the laws of
the State of California and the United States of America, and is
addressed only to the Agency. No other person is entitled to rely on
this opinion, nor may you rely on it in connection with any transac-
tions other than those described herein.
(Note: Where it shall be necessary for the Project
Participant to obtain the authorization or approval of a Federal,
state or local regulatory authority relating to such Project
Participant's performance under the Agreement, the form of opinions
set forth in paragraphs 2, 3 and 5 hereof may be appropriately
adjusted to reflect the necessity for such authorization or � approval
and paragraph 4 hereof shall be adjusted to include therein an excep-
tion thereto specifically describing the requisite authorization or
approval and stating that it has been duly given or obtained and is
in full force and effect.)
Very truly yours.
-18
o
.�.....
RESOLUTION NO. 83- 55
NORTHERN CALIFORNIA POWER AGENCY
BE IT RESOLVED BY THE COMMISSION OF THE NORTHERN CALIFORNIA POWER AGENCY,
as follows:
Section 1. The form of "Agreement for Construction, Operation and
Financing of Transmission Project Number One", designated "draft July 28,1983",
is hereby approved; and the Assistant Secretary is directed to send copies of
the same to the Project Participants named therein, and request that it be ap-
proved and executed by ordinance in accordance with the terms of Section 13
thereof.
Section 2. The General Manager is authorized to execute said agreement
on behalf of this Agency.
Vote Abstained Absent
City of - Alam6da
Biggs
Gridley c _
Healdsburg r
Lodi
Lompoc
Pal o Alto Ail
Redding.___.
Roseville
Santa Clara
Ukiah t
PI umas-Sierra ' •�
ADOPTED AND APPROVED this �r .d day of ..�' , 1983.
✓ 'f
ORDINANCE NO.
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF
''' , CALIFORNIA, APPROVING THE TERMS AND
CONDITIONS OF A MEMBER AGREEMENT BETWEEN
NORTHERN CALIFORNIA POWER AGENCY AND CERTAIN
PARTICIPATING MEMBERS AND AUTHORIZING THE
EXECUTION OF AND DELIVERY OF SAID AGREEMENT
BY OFFICERS OF THE CITY OF
WHEREAS, pursuant to the provisions of Chapter 5,
Division 71 Title 1 of the Government Code of the State of
California, as amended (the "Joint Powers Act"), the City of
(the "City") and certain other public agencies created
pursuant to the laws of the State of California (collectively, the
"Members"), have entered into a Joint Powers Agreement (the
"Agreement") creating the Northern California Power Agency (the
"Agency"), a public entity separate and apart from the Membersl and
WHEREAS, in accordance with the Agreement and the Joint
Powers Agreement, the Agency proposes to acquire and construct or
cause to be acquired and constructed and to operata or cause to be
operated a project (the "Project") consisting of (i) 230KV double
circuit tower line from Castle Rock Junction in Sonoma County to the
Lakeville Substation of Pacific Gas and Electric Company, (ii) a
230KV transmission line from the Geysers Geothermal Resources Area to
the first point of interconnection with the existing transmission
grid in Northern California and a transmission collection system, and
(iii) a central dispatch facility; and all other associated facili-
ties, rights, properties and improvements appurtenant thereto as pro-
vided and necessary therefor including any right to capacity or
ownership interest in the foregoing; and
WHEP.EAS, this City Council finds and determines that it is
in the best interests of the customers of the electric system of the
City for the City to contract with the Agency the Project for trans-
mission service available from the Project pursuant to an Agreement
For Construction, Operation and Financing of Transmission Project
Number One (the "Member Agreement") in substantially the fora submit-
ted to this City Council and dated for convenience as of July 1,
1983; and
WHEREAS, payments by the City pu.suant to the Member
Agreement will be used in part by the Agency for payment of principal
of and interest on its bonds, notes or other evidences of indebted-
ness issued in connection with the construction, operation and
financing of the Project;
NOW, THEREFORE, the City Council of the City of
does ordain as follows:
40
1. The City Council hereby finds and determines that the
terns and conditions of the Member Agreement (including the
Transmission Service Share of the City set forth in Appendix A
thereto) in substantially the form submitted to this City Council be,
and the same are hereby, approved.
2. The Transmission Service Share of the City as set forth
in Appendix A to said Member Agreement may be increased to such per-
centage, not to exceed percent (-%), as shall be determined
by the of the City.
3. The City is hereby authorized to enter into the Member
Agreement and the and the are hereby authorized
to execute and deliver the Member Agreement by and on behalf of the
City.
4. Pursuant to Section 542.41 of the Government Code of the
State of California, this Ordinance is subject to the provisions for
referendum applicable to the City.
5.. The City Clerk shall certify to the enactment of this
Ordinance and shall cause this Ordinance to be published in accor-
dance with Section 54242 of the Government Code of the State of
California.
6. Thirty (30) days from and after its enactment, this
Ordinance shall take effect and be in full force, in the manner pro-
vided by law.
ADOPTED by the City Council and signed by the
and attested by the this __.__, day of , 19e3.
Attest:
(SEAL)
-2-
Final Draft of July 28, 198
AGREEMENT FOR CONSTRUCTION, OPERATION AND FINANCIM
OF TRANSMISSION PROJECT NUMBER ONE
Dated as of July 1, 1983
By and Among
NORTHERN CALIFORNIA POWER AGEWY
and b
City of Alameda
City of Biggs
City of Gridley
City of Healdsbnrg
City of Lodi
City of Lompoc
City of Palo Alto
City of Roseville
City of Ukiah
Plumas-Sierra Rural Electric Cooperative
0
TABLE OF CONTENTS
to
-i-
2A=
1.
Definitions 0 0. .
. 2
2.
Purpose 0 a 0.
. 4
3.
Construction and Operation . . . .
. . . .
. . 4
4.
Obligation to Provide Transmission
Service
4
S.
Rates and Charges . • . . . . . .
, . . ..
5
6.
Annual Budget and Billing Statement
. .
6
7.
Obligation in the Event of Default
. . . .
. . 7
Be
Transfers, Sales and Assignments of
Transmission Service Share . . . .
. . .
• B
9.
Surplus Transmission Service . . .
. . . .
. . 1 9
10.
Insurance and Indemnification
.10
11.
Member Direction and Review
.10
12.
Term . . . . . . . . . . . . .
.11
.13.
Termination and Amendments .
.12
14.
Member Service Agreement . . . . .
. . . .
. .13
15.
Second Phase Agreement . . . . . .
. . . .
. .13
16.
Miscellaneous
. .13
APPENDIX A - Schedule of Project Participants and
Transmission Service Shares
. . . .
. .15
APPENDIX B - Form of Opinion of Counsel .
. . . .
. .16
-i-
AGREEMENT FOR CONSTRUCTION, OPERATION AND FINANCING
OF TRANSMISSION PROJECT NUMBER ONE 1,,,�•"�
This Agreement, dated as of July 1, 1983, by and among
Northern California Power Agency, a joint powers agency of the State
of California (hereinafter called "NCPA") and the other entities exe-
cuting this Agreement.
WITNESSETH:
WHEREAS, NCPA proposes to acquire and construct or cause to
be acquired and constructed and to operate or cause to be operated
the Project (either by the construction of facilities by NCPA or
jointly with others, or by the purchase of an ownership interest or
capacity right in such facilities constructed by others, or both)
described herein; and.
WHEREAS, NCPA and certain of its members entered into an
"Agreement for Financing of Planning and Licensing Activities for
Construction of Geysers Transmission Facilities" made as of March 1,
1983, providing for the financing of certain planning and licensing
activities in connection with a portion of the Project (said
Contract, as it may be amended and supplemented from time to time,
being hereinafter called the "Second Phase Agreement"); and
WHEREAS, this Agreement is the "Final Transmission
Contract" contemplated in the Second Phase Agreements and
WHEREAS, NCPA and its members have entered into one of
three Member Service Agreements, effective February 12, 1981 (said
Agreements, as they may be amended and supplemented from time to
time, being hereinafter called the "Member Service Agreement"), which
provide for services which NCPA shall perform for its members, among
other things, and for the provisions to be contained in second and
third phase agreements, such as the Second Phase Agreement, and this
Agreements and
WHEREAS; NCPA and the Project Participants (as hereinafter
defined) now wish to enter into this Agreement to provide further for
the construction, operation and financing of the Project, the sale by
NCPA of transmission service available from the Project to the
Project Participants, and the security for the Bonds to be issued to
finance the Project;
NOW THEREFORE, the parties hereto do agree as follows:
1. Definitions. The following terms shall, for all
purposes of this Agreement, have the following meanings:
-2-
.�"Ss ilfS�A il9i:,.:➢ .'T -'..T P' �fS'rF'J'tis�^3!vWil vi°A 1i3Fii3E�9eZ�hT,��SF^§'i.aXiS�..`('%R'.FCI�4ci'._:./,J�'%..'ti�....'l11���-:
e..t.':-: r.<'� .. .-m,(„?Y i�FF1R.
+..s;xrre: •r -.i+.. .. .,. , '•T•r."3T.W'?�IPOG^.A'4./�Y.
f
(a)
"Bonds" means bonds, notes
or other
evidences of-,
indebtedness
of NCPA (or of a nonprofit
corporation
on behalf of"'�
NCPA) issued
to finance or refinance the
Project, and
includes addi-
tional Bonds
to complete the Project.
(b)
"Bond Resolution" means the
resolution
or resolutions
providing for
the issuance of Bonds and
the terms thereof.
(c) "Electric System" means all properties and assets, real
and personal, tangible and intangible, of the Project Participant now
or hereafter existing, used or pertaining to the generation, trans-
mission, transformation, distribution and sale of electric capacity
and energy, including all additions, extensions, expansions, improve-
ments and betterments thereto and equippings thereof; provided, how-
ever, that to the extent the Project Participant is not the sole
owner of an asset or property or to the extent that an asset or prop-
erty is used in para for the above described electric purposes, only
the Project Participant's ownership interest in such asset or prop-
erty or only the part of the asset or property so used for electric
purposes shall be considered to be part of its Electric System.
(d) "Initial Operation Date" means the first date when any
portion of the facilities of the Project are available to provide
transmission service, as shall be determined by the Commission of
NCPA in accordance with prudent utility practices.
(e) "Project" means, a project consisting of ( i) 230XV
double circuit tower line from Castle Rock Junction in Sonoma County
to the Lakeville Substation of Pacific Gas and Electric Company,
(ii) a 230KV transmission line from the Geysers Geothermal lResources
Area to the first point of interconnection with the existing trans-
mission grid in Northern California and a transmission collection
system, and (iii) a central dispatch facility; and all other associ-
ated facilities, rights, properties and improvements. appurtenant
thereto as provided and necessary therefor, including any right to
capacity or ownership interest in the foregoing. The Project may be
amended by the Project Participants in accordance with Section 11 of
the Agreement, provided that any such amendment shall not have a
material adverse effect on the security for the Bonds.
(f) "Project Participants" means those entities listed in
Appendix A hereto and executing this Agreement, together in each case
with their respective successors or assigns.
(g) "Revenues" means all income, rents, rates, fees,
charges, and other moneys derived by the Project Participant from the
ownership or operation of its Electric System, including, without
limiting the generality of the foregoing, (i) all income, rents,
rates, fees, charges or other moneys derived from the sale, furnish-
ing, and supplying of the electric capacity and energy and other ser-
vices, facilities, and commodities sold, furnished, or supplied
through the facilities of its Electric System, (ii) the earnings on
and income derived from the investment of such income, rents, rates,
Mm
fees, charges or other moneys to the extent that the use of such-,
earnings and income is limited by or pursuant to law to its Electric
System and ( iii) the proceeds derived by the Project Participant
directly or indirectly from the sale, lease or other disposition of
all or a part of the Electric System as permitted hereby, but the
term "Revenues" shall not include (y) customers' deposits or any
other deposits subject to refund until such deposits have become the
property of the Project Participant, or (z) contributions from cus-
tomers for the payment of costs of construction of facilities to
serve them.
(h) "Transmission Service Share" means, with respect to
each Project Participant, the percentage of the total available
transmission service utilizing the Project to which such Project
Participant is entitled pursuant to the terms of this Agreement. The
Transmission Service Share for each Project Participant is set forth
opposite the name of such Project Participant in Appendix A hereto,
as such Appendix A shall be amended from time to time in accordance
with Section 13 of this Agreement.
(i) "Trustee" means the entity or entities designated by
NCPA pursuant to any Bond Resolution, to administer any funds or
accounts required by such Bond Resolution or otherwise.
2. Purpose. The purpose of this Agreement is to sell
transmission service available from the Project to the Project
Participants, to provide the terms and conditions of such sale and to
provide for the financing of the Project.
3. Construction and Operation. NCPA will use its best
efforts to cause or accomplish the construction, operation and
financing of the Project, the obtaining of all necessary authority
and rights, and the performance of all things necessary and conven-
ient therefor. Each Project Participant will cooperate with NCPA to
that end, and will give any and all clarifying assurances by supple: --
mental agreements that may be reasonably necessary in the opinion of
NCPA's legal counsel to make the obligations herein more specific and
to satisfy legal requirements and provide security for the Bonds.
NCPA may pledge and assign to any Trustee for any Bonds,
all or any portion of the payments received hereunder from Project
Participants, and upon notice from NCPA each Project Participant
shall make payments due by it hereunder directly to any Trustee for_
the Bonds. Such pledge and assignment by NCPA shall be made effec-
tive for such time as NCPA shall determine and provide.
4. Obligation to Provide Transmission Service.
Pursuant to the terms of this Agreement, NCPA shall provide or cause
to be provided and each Project Participant shall obtain such Project
Participant's Transmission Service Share of transmission service
available from the Project. All transmission service utilizing the
Project shall be scheduled in accordance with the practices and
procedures mutually agreed to by the Commission of NCPA and the
-4-
respective Project Participants. Such agreement shall not be
unreasonably withheld by either NCPA or any Project Participant.
5. Rates and Charges. (a) Commencing on the Full
Operation Date, NCPA shall fix charges to the Project Participants
under this Agreement to produce revenues to NCPA for transmission
service available from the Project equal to the amounts anticipated
to be needed by NCPA to meet the total costs of NCPA to provide
transmission service available from the Project, including but not
limited to (i) debt service on the Bonds, reserves for the payment of
debt service on the Bonds and other payments required under the Bond
Resolution, and (ii) any other operation, maintenance and replacement
costs of the Project, a reasonable reserve for contingenciest and all
other Project costs. NCPA shall fix charges to the Project
Participants to produce revenues to NCPA for transmission service
available from the Project to meet the costs described in (i) and
(ii) above based on Transmission Service Shares.
(b) To the extent that the funds provided under Section
5(a) of this Agreement are at any time not sufficient for such pur-
poses, each Project Participant shall pay to NCPA an amount equal to
such Project Participant's Transmission Service Share of the total
cost to pay all amounts of principal and interest on the Bonds,
reserves for the payment of debt service and other payments required
under the Bond Resolution. The obligation of this Section 5(b) is
incurred by each Project Participant for the benefit of future hold-
ers of Bonds, and shall commence and continue to exist and be honored
by Project. Participants whether or not transmission service utilizing
the Project is available to them at all times or at all (which provi-
sion may be characterized as an obligation to pay all costs on a
take -or -pay basis whether or not such transmission service utilizing
the Project is provided).
(c) Any payments required to be made by, or costs incurred
by, NCPA or the Project Participants pursuant to Section 9.5 of the
Interconnection Agreement among Pacific Gas and Electric Company,
NCPA and certain of the Project Participants shall not be made or
incurred under this Agreement.
(d) Each Project Participant shall make payments under this
Agreement solely from the Revenues of, and as an operating expense
of, its Electric System. Nothing herein shall be construed as pro-
hibiting any Project Participant from using any other funds and reve-
nues for purposes of satisfying any provisions of this Agreement.
(e) Each Project Participant shall make payments under this
Agreement whether or not the Project or any part thereof is com-
pleted, operable, operating or retired and notwithstanding the sus-
pension, interruption, interference, reduction or curtailment of
transmission service utilizing the Project in whole or in part for
any reason whatsoever. Such payments are not subject to any
reduction, whether by offset or otherwise, and are not conditioned
-5-
upon performance by NCPA or any other Project Participant under this*\,..
Agreement or any other agreement.
(f) No Project Participant shall be liable under this
Agreement for the obligations of any other Project Participant. Each
Project Participant shall be solely responsible and liable for per-
formance of its obligations under this Agreement and for the mainte-
nance and operation of its respective properties not included as part
of the Project. The obligation of each Project Participant to make
payments under this Agreement is a several obligation and not a joint
obligation with those of the other Project Participants.
(g) Each Project Participant covenants and agrees to estab-
lish and collect fees and charges for electric capacity and energy
furnished through facilities of its Electric System sufficient to
provide Revenues adequate to meet its obligations under this
Agreement and to pay any and all other amounts payable from or con-
stituting a charge and lien upon any or all such Revenues.
(h) Each Project Participant covenants and agrees that it
shall, at all times, operate the properties of its Electric System
and the business in connection therewith in an efficient manner and
at reasonable cost and shall maintain its Electric System in good
repair, working order and condition.
6. Annual Budget and Billing Statement. Prior to the
beginning of each NCPA fiscal year, the Commission of NCPA will adopt
an annual budget for such fiscal year for costs and expenses relating
to the Project and shall promptly give notice to each Project
Participant of . its projected share of such costs and expenses.
A billing statement prepared by NCPA based on estimates
will be sent to each Project Participant not later than the fifteenth
(15th) day of each calendar month showing the amount payable by such
Project Participant of costs payable under Section 5(a) of this
Agreement for the second succeeding calendar month, any amount pay-
able by such Project Participant as its Transmission Service Share of
costs payable under Section 5(b) of this Agreement, and the amount of
any credits or debits as a result of any appropriate adjustments.
Amounts shown on'the billing statement are due and payable thirty
(30) days after the date of the billing statement. Any amount due
and not paid by the Project Participant within thirty (30) days after
the date of the billing statement shall bear interest from the due
date until paid at an annual rate to be established by the Commission
of NCPA at the time of adoption of the then most recent annual
budget.
On or before the day. five (5) calendar months after the end
of each NCPA fiscal year, NCPA shall submit to each Project
Participant a statement of the aggregate monthly costs for such
fiscal year. If the actual aggregate monthly costs and the Project
-6-
Participant's Transmission Service Share thereof pursuant to this
Agreement, and other amounts payable for any fiscal year, exceed the
billings to the Project Participant, the deficiency shall be added to
the Project Participant's immediately succeeding billing statement.
If the actual aggregate monthly costs and the Project Participant's,
Transmission Service Share thereof and any adjustment of or credit to
the Project Participant's Transmission Service Share thereof or other
amounts payable for any fiscal year are less than the billings to the
Project Participant, such excess shall be credited to the Project
Participant's billing statements for such period (not to exceed the
immediately succeeding six months) and in such amounts as shall be
determined by NCPA.
If a Project Participant questions or disputes the correct-
ness of any billing statement by NCPA, it shall pay NCPA the amount
claimed when due and shall within thirty (30) days of the receipt of
such billing statement request an explanation from NCPA. If the bill
is determined to be incorrect, NCPA will issue a corrected bill and
refund any amount which may be due the Project Participant which
refund shall bear interest from the date NCPA received payment until
the date of the refund at an annual rate to be established by the
Commission of NCPA at the time of adoption of the then most recent
annual budget. If NCPA and the Project Participant fail to agree on
the correctness of a bill within thirty (30) days after the Project
Participant has requested an explanation, the parties shall promptly
submit the dispute to arbitration under section 1280 &t =a. of the
Code of Civil Procedure.
7.* Obligation in the Event of Default. (a) Upon fail-
ure of any Project Participant to make any payment in full when due
under this Agreement, NCPA shall make written demand upon such
Project Participant, and if said failure is not remedied within
thirty (30) days from the date of such demand, such failure shall
constitute a default at the expiration of such period. Notice of
such demand shall be provided to each other Project Participant by
NCPA.
(b) Upon the failure of any Project Participant to make any
payment which failure constitutes a default under this Agreement,
NCPA shall use its best efforts to sell and transfer for the default-
ing Project Participant's account all or a portion of such Project
Participant's Transmission Service Share of transmission service
available from the Project for all or a portion of the remainder of
the term of this Agreement. NCPA shall not sell such transmission
service, directly or indirectly, in any manner, and shall not take or
permit to be taken any other action or actions, which would result in
igation not described in
e of 1954, as amended, by
an "industrial development
103(b) of said Code.
the Project Participant's
:ed as an obl
al Revenue Cod
such Bond as
of Section
any portion of
-7-
, �
It100
Transmission Service Share of transmission service available from t.e
Project is so sold or transferred, the Project Participant shalom...,
remain liable to NCPA to pay the full amount of its Transmission-
Service
ransmissionService Share of monthly costs as if such sale or transfer had not
been made, except that such liability shall be discharged to the
extent that NCPA shall receive payment from the purchaser or trans-
feree thereof.
r
(c) Upon the failure of any Project Participant to make any
payment which failure constitutes a default under this Agreement and
causes NCPA to be in default under any Bond Resolution, NCPA may (in
addition to the remedy provided by subsection (b) of this Section 7)
terminate the provisions of this Agreement insofar as the same enti-
tle the defaulting Project Participant to its Transmission Service
Share of transmission service available from the Project.
Irrespective of such termination, the obligations of the Project
Participant under this Agreement shall continue in full force and
effect.
G (d) Upon the failure of any Project Participant to make any
payment which failure constitutes a default under this Agreement, and
except as sales or transfers are made pursuant to subsection (b) of
this Section 7, (i) the Transmission Service Share of each nonde-
faulting Project Participant shall be automatically increased for the
remaining term of this Agreement pro rata with those of the other
nondefaulting Project Participants and (ii) the defaulting Project
Participant's Transmission Service Share shall (but only for purposes
of computing the respective Transmission Service Share of the nonde-
faulting Project Participants) be reduced correspondingly; provided,
however, that the sum of such increases for any nondefaulting Project
Participant shall not exceed, without written consent of such nonde-
faulting Project Participant, an accumulated maximum of 258 of the
nondefaulting Project Participant's original Transmission Service
Share.
(e) If a Project Participant shall fail or refuse to pay
any amounts due to NCPA, the fact that other Project Participants
have increased their obligation to NCPA pursuant to this Section 7
shall not relieve the defaulting Project Participant of its liability
under th -s Agreement, and any Project Participant increasing such
obligation shall have a right of recovery from the defaulting Project
Participant to the extent of such respective increase in obligation
caused by the defaulting Project Participant.
(f) Any Trustee for any Bonds shall have the right, as a
third party beneficiary, to initiate and maintain suit to enforce
this Agreement to the extent provided in the related Bond
Resolution.
8. Transfers, Sales and Assignments of Transmission
Service Share. Each Project Participant has full and unfettered
-8-
rights to make transfers, sales assignments and exchange -a
(collectively "transfers") of its Transmission Service Share except*.,..
as expressly provided otherwise in this Agreement. (a) No Project
Participant shall transfer ownership of all or substantially all of
its Electric System to another entity until it has first complied
with the provisions of this subsection (a). A consolidation with
another governmental entity or change in governmental form is not
deemed a transfer of ownership. 4
(1) Such disposition or transfer shall be under
terms and conditions that provide assurance that the obli-
gations of the transferring Project Participant under this
Agreement, and that NCPA's obligations under this
Agreement, and any Bond Resolution, and under other agree-
ments made or to be made by NCPA to carry out the Project,
will be promptly and adequately met. NCPA may require that
sufficient moneys of the transferring Project Participant
to discharge such obligations be irrevocably set aside and
maintained in a trust account, as a condition to the trans-
fer of the Electric System, if no other adequate assurance
is available.
(2) The transferring Project Participant shall give
ninety (90) days advance written notice to NCPA of any pro-
posed transfer pursuant to this subsection (a). Appendix A
to this Agreement shall be amended as appropriate to
reflect any transaction pursuant to this subsection (a).
W Notwithstanding any other provision of this Agreement,
no Project Participant shall transfer, assign, sell or exchange any
portion of its Transmission Service Share, directly or indirectly, in
any manner, and shall not take or permit to be taken any other action
or actions, which would result in any of the Bonds being treated as
an obligation not described in Section 103(a) of the Internal Revenue
Code of 1954, as amended, by reason of classification of such Bond as
an "industrial development bond" within the meaning of Section 103(b)
of said Code.
9. Surplus Transmission Service. W h e n a P r o j e c t
Participant has surplus transmission service available from the
Project, NCPA shall, if requested by such Project rarticipant to db
so, sell such surplus transmission service on behalf of such Project
Participant in eche following manner:
(a) NCPA shall use its best efforts to sell such surplus
transmission service at a price at least equal to the Project
Participant's cost therefor.
(b) Other Project Participants shall have a right of first
refusal, and other NCPA members shall have the second right, at the
sales prices set forth in subsections (c) and (d) of this Section 9.
-9-
` F
N
Project Members shall pay $50 each, the money to be paid into
the working capital fun -1 of the Project.
IN WITNESS WHEREOF, each Project Member has executed this
Agreement with the approval of its governing body, and caused
its official seal to be affixed, and NCPA has authorized this
Agreement in accordance with the authorization of its Commission.
NORTHERN CALIFORNIA POWER AGENCY CITY OF ALAMEDA
By:
By:
By:
By:
CITY OF BIGGS
CITY OF REDDING
By:
By:
By:
By:
CITY OF GRIDLEY
CITY OF ROSEVILLE
By:
By:
By:
By:
CITY OF HEALDSBURG
CITY OF SANTA CLARA
By:
By:
By:
By:
CITY OF LODI
By:
By:
-12-
CITY OF UKIAH
By:
By.
0
CITY OF LOMPOC
By:
By:
CITY OF PALO ALTO
By:
By:
-13-
O
PLUMAS-SIERRA RURAL ELECTRIC
COOPERATIVE
By:
By•
Northern California Power Agency
8421 Auburn Boulevard. Suite 160 Citrus Heights, California 95610
ROBERT E. GRIMSHAW
General Manager
(916) 722-7815
April 6, 1983
T0: Members of the Commission
FROM: Gail Sipple
SUBJECT: Geysers Transmission - Second Phase Agreement
I am enclosing a revised copy of the Second Phase Agreement for Geysers
Transmission facilities, modified slightly from the form I sent earlier.
for submittal to your governing body. The agreement was revised to act ,m-
modate the concerns of the financing people. Specifically, changes have been
made to clarify the Agency's right to borrow from a lending institution the
full $1,600,000 under the agreement, rather than some lesser amount, by
adding the following language:
1. In Section 6, page 8, the first sentence now reads:
"Each Project Member agrees to a total financial commitment for its
respective percentage participation of the NCPA share of a total of
$1,600,000 principal amountplus interest thereon if an , including
payments anT-a-dvances heretofore made, as authorized and approved by
Project Members."
2. In Section 6A, pages 8 and 9, the first sentence now reads:
"(a) Notwithstanding any other provision of this Agreement, if NCPA
shall require funds to carry out the terms of this Agreement prior to
the receipt of adequate funds from the Project Members, it may assign
its right to receive any payments under this Agreement to a bank or,
other financial institution to secure a borrowing by NCPA of not more
than $1,600,000 or in exchange for an amount of money equal to not more
t an ,600,000."
3. In Section 8, on page 11, the word "Contract" is replaced by "Agreement"
in the second sentence.
NCPA's General Counsel has advised me that if the agreement is adopted by
the members in its revised form, the Commission.'s resolution adopting the
agreement can be modified accordingly at the next meeting.
°AM,r
Page Two �5
If you have any questions about the proposed changes, please contact me
or Martin McDonough.
Yours truly,
C'
G t- SI PLE
xe utive Assistant
�cc: City Clerk
Attachment
a
NORTHERN CALIFORNIA POWER AGENCY
BE IT RESOLVED BY THE COMMISSION OF THE NORTHERN CALIFORNIA POWER AGENCY,
as follows:
Section 1. The form of "Agreement for Financing of Planning and Licensing
Activities for Construction of Geysers Transmission Facilities" presented to
this meeting is hereby approved.
Section 2. The General Manager is authorized and directed to transmit
such agreement to the members with a request that they authorize its execution
by ordinance prior to May 18, 1983, and that they execute the same in counter-
parts after the effective date of the ordinance and prior to July 1, 1983, all
as provided in Section 5 of the Agreement.
Section 3. If the requirements of Section 5 are complied with the General
Manager is authorized to execute each counterpart of the AgreEirent on behalf
of this Agency.
Vote Abstained Absent
City of - Alameda
Biggs
Gridley `
Healdsburg
Lodi
Lompoc
Palo Alto
Redding
Roseville
Santa Clara
Ukiah —)tOr
Pl umas-Sierra
ADOPTED AND APPROVED this Q Y-Ck day of 1983.