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HomeMy WebLinkAboutAgenda Report - July 18, 1984 (76)VARIQIS (Ili- Following introduction of the matter by Utility INANCFS PERTAIN- Director Curry. Council. on motion of Council (Bamber INTO NCPA Reid. Hinchman second, introduced the following CL]lT3U.41'ION Ordinances: INE PRDJBCT ND. I Com. NO. 1229 Ordinance No. 1329 - An Ordinance of the City Council of the City of Lodi, California. approving the temis and conditions of an Agreement among NCPA and certain project participants and authorizing the executing and delivery of said Agreement by Officers of the City of Lodi. Com. NO. 1330 Ordinance No. 1330 - An Ordinance of the City Council of the City of Lodi. California. authorizing the issuance of Public Power Revenue Bonds by NCPA (Cmrrbust ion 'lbrbine Project No. 1) (RD. M. 1331 Ordinance No. 1331 - An Ordinance of the City Council of the �'ty of Lodi, California, authorizing the. issuance of notes by NCPA (C -Ambustion 'lhrbine Project No. 1). The motions on each of the aforementioned Ordinances carried by the following vote: Ayes: Council Alenibers - Hinchman, Olson, Reid, and Snider (Mayor) Noes: Council Aienbers - None Absent: Council Members - Pinkerton o AGREEMENT FOR CONSTRUC?IOMP OPERATION AND FINANCDiG OF COMBUSTION TURBINE PROJECT NUMBER ONE Dated as of July 1, 1984 By and Among NORTHERN CALIFORNIA POWER AGENCY CITY OF ALAXEDA CITY OF BRALDSB03G CITY OF LODI CITY OF LOMPOC CITY OF ROSEVII.LB CITY OF SANTA CLARA CITY OF UXIM PLUMAS-SIERRA RURAL ELECTRIC COOPERATIVE TURLOCK IRRIGATION DISTRICT TABLE OF CONTENTS Section Title E�i9€ 1. Definitions 1 2. Purpose . . . . . . . . . . . . . 4 3. Construction and Operation of Project; Assignment of Agreement . . . . . . . . . . . 4 4. Obligation to Make Project Capacity and Energy Available . . . . 0 4 5. Rates and Charges . . . 0 5 6. Annual Budget and Billing Statement 7 7. Obligation in the Event of Default . . . . . . 8 8. Transfers, Sales and Assignments . . . . . . . 9 9. Surplus Capacity and Energy .10 10. Insurance and Indemnification .l 11. Project Participant Direction and Review . .12 12. Term . . . . . . . . . . . . . . . . . . . . .13 13. Termination and Amendments . . . . . . . . . .14 14. Member Service Agreement . . . . . . . . . . .15 15. Second Phase Agreement . . . . . . . . . . . .15 16. Miscellaneous . . . . . . . . . . . . . . . .16 APPENDIX A - Schedule of Project Participants and Project Entitlement Percentages . . . . 1 APPENDIX B - Principles of Operation . . . . . . . . . 1 APPENDIX C - Form of Opinion of Counsel . . . . . . . 1 -i- El AGREEMENT FOR CONSTROGTIONP OPERATION AND FI.4ICING OF COMBUSTION TURBINE PROJECT NUMBER ONE This Agreement, dated as of July 1, 1984, 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 Development Activities for Construction, of Combustion Turbine Generating Facilities" dated as of August 1, 1983, providing for the financing of certain planning and development activities in connection with the Project (said Agreement, as it may be amended and supplemented frac time to time, being hereinafter called the "Second Phase Agreement"); and WHEREAS, this Agreement is the "Third Phase Agreement -0 con- templated in the Second Phase Agreement; 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 tire, 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 further for the construction, operation 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 to 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: I t (a) "Bond Resolution" means an instrument providing for the issuance of Bonds and the terms thereof and may be a resolution, indenture of trust, order, agreement or other instrument. (b) "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 to finance or refinance any contributions -in -aid -of -construction for construction necessary for the adjacent electric system to interconnect with the Project and includes additional bonds to complete the Project. (c) "Electric System" meana 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) "Full Operation Date" means the first date when the f irst unit of the Project is capable of producing and delivering capacity and energy in commercial operation, as shall be determined by the Commission of NCPA in accordance with prudent utility practices. (e) "Project" means a project consisting of MM three 24 -megawatt combustion turbine generating units, located one unit each in the Cities of Alameda, Lodi and Roseville, or (ii) if the City of Santa Clara executes this Agreement on or before September 15, 1984, four 24 -megawatt combustion turbine generating units, located one unit each in the Cities of Lodi and Roseville and two units located in the City of Alameda, or (iii) if the City of Santa Clara executes this Agreement on or before September 15, 1984 and if NCPA shall, before the first issuance of Bonds for the Project, approve a fifth combustion turbine generating unit, five 24 - megawatt combustion turbine generating units, four units to be located as described in (A) (ii) above and the fifth unit to be located at a site to be determined by NCPA or (iv) if both the City of Santa Clara and Turlock irrigation District execute this Agreement on or before September 15, 1984 and if NCPA shall; before the first issuance of Bonds for the Project approve a fifth and sixth combus- tion turbine generating unit, six 24 -megawatt combustion turbine gen- erating units, Four units to be located as described in OJ (ii) above and the fifth and sixth units to be located at sites to be determined by NCPA or (v) if both the City of Santa Clara and Turlock Irrigation. District execute this Agreement on or before September 15, 1984 and -2- if NCPA shall, before the first issuance of Bonds for the Project, approve a f ifth, sixth and seventh combustion turbine generating unit, seven 24 -megawatt combustion turbine generating units, four units to be located as described in (AMD above and the fifth, sixth and seventh units to be located at sites to be determined by NCPA and (B) related facilities, including electric facilities neces- sary for the Project to interconnect with the adjacent electric sys'cem, and all rights, properties and improvements necessary theme e - f or, including fuel and water facilities and resources, and capital improvements that may be constructed from time to time. (f) "Project Entitlement Percentage" means, With respect to each Project Participant, the percentage of the total capacity and energy of the Project to which such Project Participant is entitled pursuant to the terms of this Agreement. The Project Entitlement Percentage for each Project :participant shall be the percentage set forth opposite the name of such Project Participant in the appropri- ate Appendix A hereto determined by the number of combustion turbine units comprising the Project at the time of the first issuance of Bonds, as such Appendix A shall be amended from time to time in accordance with this Agreement. (g) "Project Participants" means those entities executing this Agreement, together in each case with their respective succes- sors or assigns. (h) "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, 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. (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. --3- 0 LJ 2. Purpose. The purpose of this Agreement is to sell capacity and energy of 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 of Projects Assignment of Agreement. NCPA will use its best efforts to cause or_ accompli sh the construction, operation and financing of the Project, the obtain- ing of all necessary authority and rights, and the performance of all things necessary and convenient therefor. each Project Participant will cooperate with NCPA to that end, and wil', give any and all clar- ifying assurances by supplemental agreements that may be requested by 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 the Trustee for any Bonds this Agreement and all of its right, title and interest in, to and under this Agreement, including NCPA's rights to receive all or any portion of the payments hereunder from Project Participants. Upon notice from NCPA each Project Participant shall make payments due by it hereunder directly to any Trustee for any Bonds specified in such notice. Such pledge and assignment by NCPA shall be made effective for such time as NCPA shall determine and provide. 4_. Obligation to Make Project Capacity and Energy Available.- (a) Pursuant to the terms of this Agreement, NCPA shall make available or cause to be made available and each Project Participant shall be entitled to receive such Project Participant's Project Entitlement Percentage of capacity and energy of the Project in accordance with the operating principles listed in Appendix B hereto (as the same may be amended and supplemented as. in this Agreement provided) . (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 Percentages, the capacity and energy of the Project. Such delivery shall be at points mutually agreed upon by NCPA and each Project Participant. Such agreement shall not be unreasonably 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 and energy to such points over the lines of NCPA or others, and for additional capacity and energy required from others as reserves against planned or 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 for Project Participants who are members of NCPA and in separate agreements for Project Participants who are not members of NCPA. -4- a S. Rates and Charges. (a) Commencing on the Full Operation Date, NCPA shall fix charges to the Project Participants under this Agreement in accordance with this Section to produce reve- nues to NCPA for capacity and energy of the Project equal to the amounts 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 payment of debt ser- vice on the Bonds and other payments required under the Bond Resolution other than the payments described in (ii) and (iii) below; (ii) any other operation, maintenance and replacement oosts of the Project, including the cost of fuel, a reasonable reserve for contin- gencies, and all other Project costs not described in (i) above or (iii) below; and (iii) the costs and expenses of NCPA for delivering Project capacity and energy pursuant to Section 4(b) hereof. NCPA shall fix charges to the Project Participants to produce revenues to NCPA from the Project to meet the costs described in ( i) above based on Project Entitlement Percentages applied to such costs of the Project. "Ile costs described in (ii) above will be dividedbetween capac3 ty charges and energy charges as provided in Appendix B hereto (as the sarxe may be amended and supplemented as in this Agreement provided) . Capacity charges for the costs des,ribed in (ii) above shall be based on Project Entitlement Percentages applied to such coats. Energy charges for the costs described in (ii) above shall be bared oa actual energy sales of the Project. If NCPA delivers Project capacity and energy to or for any Project Participant pursu- ant to Section 4(b) hereof, NCPA shall fix charges to each such Project Participant so that such Project Participant shall pay only the costs described in (iii) above which are attributable to such Project Participant. (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, ur- 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, reserves for the payment of debt service and other payments required under all Bond Resolutions. 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 the Project Participants whether or not capacity and energy from the Project is made available or furnished to them at all times or at all (which provision may be characterized as an oUigation to pay all such costs on a take -or -pay basis whether or not capacity and energy from the Project is made available or 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, -5- 0 40 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 or any part thereof is com- pleted, operable, operating or retired and notwithstanding the sus- pension, 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 condi- tioned 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 er- 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. 'll;e 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; provided that :he obligation of the Project Participant to make payments under this Section 5 shall not constitute ,t legal or equitable pledge, charge, lien or encumbrance upon any property of the Project Participant or upon any of its income, receipts or revenues, except the Revenues of its Electric System; and further provided that nei- ther the Project Participant nor the State of California or any agency or political subdivision thereof shall ever be obligated or compelled to levy ad valorem taxes to make the payments provided for in this Section 5. (h) Each Project Participant covenants and agrees teat it shall, at all times, operate the properties of its Electric System and the business in connection therewith in an efficient ncanner and I f 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 will be sent to ec.ch 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 preced- ing calendar month, any amount payable by such Project Participant as its Project Entitlement Percentage 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 t:., 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 Coranission of NCPA at the time of adoption of the then most recent annual budget. On or before the first day of the fifth calendar, month after the end of each NCPA fiscal year, NCPA shall submit to each Project Participant a statement of the aggregate monthly costs incurred by NCPA in providing capacity and energy of the Project, including all costs specified herein for such fiscal year. If a Project Participant's share of such actual aggregate monthly costs, determined as provided in this Agreement, and any other amounts pay- able for such fiscal year, exceed the billings to the Project Participant, the deficiency shall be added 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's share of such a0 ual aggregate monthly costs and any other mounts payable for such fiscal year are less than the billings to the Project Participant, such excess shall be credited to the Project Participant's billing state- ments 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 -7- 10 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 At 1=. of the Code of Civil Procedure of California. 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 Project Entitlement Percentage of capacity and/or energy of the _Project for all or a portion of the remainder of the term of this Agreement. other Project Participants shall have a right of first refusal in proportion to their respective Project Entitlement Percentages, and other NCPA members shall have the second right, to purchase all or a ;portion of a defaulting Project Participant's Project Entitlement Percentage of capacity and/or energy of the Project for all or a portion of the remainder of the term �F this Agreement. NCPA shall not sell such capacity and/or 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. Notwithstanding that all or any portion of the Project Participant's Project Entitlement Percentage of capacity and/or energy of the Project is so sold or transferred, the Project Participant shall remain liable to NCPA to pay the full amount of its share of monthly Project costs, determined as provided in this Agreement as if such sale or transfer had not been made, except that such liability shall be reduced 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 any Bond Resolution, NCPA may (in addition to the remedy provided by subsection (b) of this Section 7) ME 0 terminate the provisions of this Agreement insofar as the same entitle the defaulting Project Participant to its Project Entitlement Percentage of capacity and energy of 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 Project Entitlement Percentage of each nonde- faulting onde- 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 Project Entitlement Percentage shall (but only for pur- poses of computing the respective Project Entitlement percentage of the nondefaulting Project Participants) be reduced correspondingly; provided, hcwe•,?er, that the sum of such increases for any nondefault- ing Protect Participant shall not exceed, without written consent of such nondefaulting Project Participant, an accumulated maximum of 25% of the nondefaulting Project Participant's original Project Entitlement Percentage, as initially set forth in the appropriate Appendix A hereto. (e) If a Project Participant shall fail or refuse to pay ai,y amounts due to NCPA, the fact that other Project Participants have in:.reased 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 ouch 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) In addition to any rights which a Trustee may have as an assignee pursuant to Section 3 hereof, each Trustee shall be a third party beneficiary hereof and 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. E a c h P r o j e c t Parti-cipant has full and unfettered rights to make transfers, sales, assignments and exchanges (collectively "transfers") of such Project Participant's Project Entitlement Percentage of Project capacity, energy and rights thereto except as expressly provided otherwise in this Agreement; provided that such transfers shall not affect any of the obligations of the Project Participant under this Agreement. (b) No Project Participant shall transfer wnership of all. or substanti?lly all of its Electric System to another entity :until it has first complied with the provisions of this subsection (b) . A -9- 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, each Bond Resolution, and any other agreements made or to be made by NCPA to carry out the Project, will be promptly and adequately met. NCP._ may require that suf- ficient moneys to discharge such obligations of the trans- ferring Project Participant 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 assailable. (2) The transferring Project Participant shall give ninety (90) days advance written notice to NCPA of any pro- posed transfer pursuant to this subsection W. The appro- priate Appendix A to this Agreement shall be amended as appropriate to reflect any transaction pursuant to this subsection W. (c) hotwithstandi:g any other provision of this Agreement, no Projec� Participant shall transfer, assign, sell or exchange any portion of its Project Entitlement Percentage, directly or indirect- ly, 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 classifica- tion of such Bond as an "industrial development bend" within the meaning of Section 103(b) of said. Code. 9. Surplus Capacity and Energy. To the extent the terms of Appendix B hereto (as the same may be amended and supplemented as in this Agreement provided) do not provide for such sales, when a Project Participant has surplus capacity and/or energy from the Project, NCPA shall, unless otherwise requested by such Project Participant, use its best efforts to 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 or capacity and energy at a price at least equal to the Project Participant's cost therefor, except as provided in (c) below. NCPA shall not sell capacity and energy or energy only at less than the Project Participant's marginal cost of producing such energy. -10- 0 0 (b) Other Project Participants shall have a right of first refusal in proportion to their respective Project Entitlement Percentages, 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 or capacity and energy from other sources for less than the Project Participant's cost for capacity or capacity and energy from the Project, the sales price of such capacity or capacity and energy to another Project Participant or NCPA member shall be equal to the cost of purchasing the capacity or capacity and 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 capacity and/or energy from the Project, then the sales price shall be the Project Participant's cost of capacity and/or energy from the Project plus one-half the differ- ence between the Project Participant's cost of capacity and/or energy from the Project and the cost of capacity and/or energy from an alternative source. (e) Notwithstanding the sale by NCPA of all or a portion of a Project Participant's surplus Project Entitlement Percentage of capacity and/or energy, the Project Participant shall remain liable to NCPA to pay the full amount of its share of monthly Project costs, determined as provided in this Agreement, as if such sale had not been made, except that such liability shall be reduced to the extent that NCPA shall receive payment from the purchaser thereof. (f) NCPA shall not sell such capacity and/or 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 mounts 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 indemnification by NCPA shall be limited to the extent the proceeds of insurance and other moneys available to NCPA hereunder are available therefor. -11- 11. Project Participant Direction and Review. (a) All actions to be taken by NCPA and its Commission shall be taken at the direction of the Project Participants and 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 and to the extent such directions are not inconsis- tent with and do not impair NCPA's ability to perform its obligations under any Bond Resolution. Actions by the Project Participants pur- suant to this Agreement, including giving above directions to NCPA, will be taken only at meetings of the authorized representatives of the Project Participants (including the representatives of the Project Participants on the NCPA Commission and their designated alternates while acting as such alternates) duly called and held pur- suant to the Ralph M. Brown Act or other laws applicable to such meetings, in effect from time to time. Each of the rules set forth in subsection (b) of this Section 11 shall apply to any meeting held by the Project Participants pursuant to this subsection (a) and to any action taken at such meeting. Any references in subsection (b) of this Section 11 to "Commission" or "Commissioner" shall be deemed, for purposes of applying the rules set forth in said subsectior (b) to any meeting held by the Project Participants pursuant to this subsection (a) and to any action taken at such meeting, to be refer- ences to "Project Participants" and "representatives of the Project Participants" respectively. Notice of any meeting of the Project Participants held in accordance with this subsection (a) shall be given to each Project Participant in the same manner that notice of any special meting of the Commission of NCPA is given to the Commissioners. (b) The following shall apply to NCPA and its Commission for purposes of acting upon matters relating to the Project: (i) 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 Project Entitlement Percentage of at least a majority in interest at such time. (ii) 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. (iii) At regular or special meetings of the Commission, voting on matters relating to the Project shall be by Project -12- n 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. (iv) Notwithstatzding clause ( iii) of this subsection (b) , upon demand of any Commissioner of any Project Participant, at any meeting of the Commission other than a special meeting referred to in clause (ii) of this subsection (b) , the vote on any issue relating to the Project shall be by Project Entitlement Percentage at such time and 65% or greater affirmative vote shall be required to take action. (v) Any Project Participant may veto a (tscretionary action of the Project, Participants relating to the Project that was not taken by a 650 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 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 the Project Entitlement Percentage shall vote to override the veto. (vi) The 65% of the Project Entitlement percentage speci- fied in this subsection (b) shall be reduced by the amount that the Project Entitlement Percentage of any Project Participant shall exceed 35% at such time, but such 65% shall not be reduced below a majority in interest. (vii) Notwithstanding anything in this subsection (b) to the contrary, NCPA and its Commission shall be. bound by any direc- tions given to it by the Project Participants pursuant to subsection (a) of this Section 11 when determining any matters relat- ing to the Project. 12. Term. (a) This Agreement shall not take effect until it has been duly executed and delivered to NCPA by Project Participants the Project Entitlement Percentages of which, in the aggregate, equal 100%, all in accordance with Section 2(c) of the Second Phase Agreement. Each Project Participant shall, if requested by NCPA in connection with the issuance of any Bonds, cause an opin- ion or opinions in substantially the foram attached hereto as Appendix C to be delivered by an attorney or firm of attorneys acting as counsel for such Project Participant. (b) Notwithstanding the delay in effective date of this Agreement until this Agreement has been duly executed and delivered to ?DCPA by Project Participants the Project Entitlement Percentages -13- 1% ON of which, in the aggregate, equal 100$, it is agreed by all signatories hereto that in consideration for NCPA's signature hereto, and for its commitment to use its best efforts to obtain the commit- ment for Project Entitlement Percentages in the aggregate equal to 1001, each Project Participant upon its execution and delivery of this Agreement to NCPA shall be immediately bound not to withdraw its respective offer herein made to enter into this Agreement as exe- cuted, together with any amendments to the appc�priate Appendix A which do not affect such Project Participant's Project Entitlement Percentage, or to decrease or terminate its Project Entitlement Percentage before January 1, 1985. Such a decrease or termination by a Prcject Participant may be made only if this Agreement has not taken effect before January 1, 1985 and only by giving written notice thereof to NCPA between January 1, 1985 and January 15, 1985. (c) Notwithstanding the foregoing, each Project Participant shall be entitled to decrease or terminate its Project Entitlement Percentage capon 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 to be 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 provisions made for their retirement, including interest until their retirement date in accordance with the applicable Bond Resolution; provided, hcwever, that in no event shall the term of this Agreement with NCPA as a party 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 this Agreement be construed as an agreement among the Project Participants. (e) Upon the termination of this Agreement and at the request of any Project Participant, all Project Participants desiring to partake shall be entitled to an equitable.distrbution of, or an equitable ownership interest in, the Project upon the payment to NCPA of the sum of one dollar. 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. If at the time of the first consists of less th.ari seven combustion Agreement shall be terminated as to -14- issuance of Bonds the Project turbine generating units, this any Project Participant with a M Project Entitlement Percentage of 0.0% and this Agreement may be amended to reflect such termination. Except as otherwise provided i. 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 Bonus whose consent is required under the applicable Bond Resolution. Nctwithstanding the requirements of Section 11 hereof, any amendment or supplement to Appendix B hereto shall require the affirmative vote of all Project Participants to become effective. tiny such amendment or supplement to Appendix B hereto shall not require the consent of any Trustee to become effective. 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 NCPA and its members 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, notwithstanding section 5 of the Second Phase Agreement, sections 4 and 6 of the Second Phase Agreement shall remain in effect 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 1, excluding interest paid on delinquent payments, shall be repaid to each of the enti- ties 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 r„onth prime rate of the Bank of America NT&SA. Any interest Niue under the third paragraph of Section 1. of this Agreement and unpaid shall be deducted from the repayment. If NCPA determines to construct combustion turbine facilities, but is not suc- cessful in obtaining all necessary approvals and financing therefor, 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 -15- M receipts to which NCPA is entitled in connection with the Project." Said section 6 is as follows: "Section 6. Financial Commitments. Each Project Member agrees to a total financial commitment for its respective percentage participation of a total of 5550000 principal amount plus interest thereon, if any, including payments and advances heretofore made, as authorized -and approved by Project Members. From time to time as needs arise, representatives of Project Members may, by a favorable vote as provided in Section 3, authorize an increase in NCPA's financial com— mitment which can be shown to support the completion of the Project but only after 30 days' written notice of such pro— posed increase has been given to all Project Members. The comparable paragraphs relating to repayment of advances and financial commitment in any agreement entered into t—.tween NCPA and each of the City of Santa Clara and Turlock Irrigation District relating to payment of a portion of the development and planning costs of the Project shall also remain in effect unless changed by formal action of all the Project Participants. 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 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 same instrument. -16- 2 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. NORTH EM CALIFORNIA POWER AGENCY By And CITY OF ALAI EDA By And CITY OF HEALDSBURr. And CITY OF LODI l By �.iYll'2J i xnt�/L And L%Ctl- CITY OF LOMPOC By CITY OF ROSEVILLE By And CITY OF SANTA CLARA And CITY OF UKIAH By And PLUMAS SIERRA RURAL ELECTRIC COOPERATIVE By And TURLOCK IRRIGATION DISTRICT By And And -17- "PENDIX A-1 SCHEDULE OF PROJECT ENTITLEMENT PERCENTAGES Three Units Project Participant City of Alameda City of Healdsburg City of Lodi City of Lompoc City of Roseville City of Santa Clara City of Ukiah Plumas-Sierra Rural Electric Cooperative Turlock Irrigation District Project Entitlement Pe r ce nta cue 21.82% 5.45 45.45 3 .6 4 12.73 0.00 9.09 1.82 0.00 Total 10'0.003 tin APPENDIX Ar -2 SCHEDULE OF PROJECT ENTITLEMENT PERCENTAGES Four Units Project Participant City of Alameda City of Heaidsburg City of Lodi City of Lompoc City of Roseville City of Santa Clara City of Ukiah Plumas-Sierra Rural Electric Cooperative Turlock Irrigation District Total Project Entitlement Percentage 16 .36504 4.0875 34.0875 2.7300 9.5475 25.0000 6.8175 1 .36 50 0.0000 100.00% APPENDIX A-3 SCHEDULE OF PROJECT ENTITLEMENT PERCENTAGES Five Units Project Entitlement Percentage 13.092% 3.500 34.780 3.500 13 .5 84 25.000 5.454 1 .0 90 0.000 Total 1 100.00% Project Participant City of Alameda City of Healdsburg City of Lodi City of Lompoc City of Roseville City of Santa Clara City of Ukiah P1 umas-Sierra Rural Electric Cooperative Turlock Irrigation District Project Entitlement Percentage 13.092% 3.500 34.780 3.500 13 .5 84 25.000 5.454 1 .0 90 0.000 Total 1 100.00% YL C) APPENDIX 19-4 SCHEDULE OF PROJ'E'CT ENTITLEMENT PERCENTAGES Six Units Project Participant City of Alameda City of Healdsburg City of Lodi City of Lompoc City of Roseville City of Santa Clara City of Ukiah Plumas-Sierra Rural Electric Cooperative Turlock Irrigation District Project Entitlement Percentage 10.9108 2.725 22.725 1.820 6.365 16.667 4.545 0.910 33.333 Total 100.00% U al APPENDIX Ar5 SCHEDULE OF PROJECT ENTITLEMENT PERCENTAGES Seven Units Project Participant City of Alameda City of Healdsburg City of Lodi City of Lompoc City of Roseville City of Santa Clara City of Ukiah Plumas-Sierra Rural Electric Cooperative Turlock Irrigation District Project Entitlement Percentage 9.3514% 2.5000 24.8429 2 5000 9.7029 17.8571 3.8957 0.7786 28.5714 Total 100.00% PRINCIPLES OF OPERATION OF NORTHERN CALIFORNIA POWER AGENCY'S COMBUSTION TURBINE PROJECT NUMBER ONE July 1, 1984 Part I. General APPENDI X B 1. Unless otherwise defined in this Appendix B, cbr1talized terms used herein shall have the same meaning given such terms in that certain Agreement for Construction, Operation and Financing of Combustion Turbine Project Number One (the "Agreement") to which this Appendix B is attached. 2. Project Participants operate under different agreements with Pacific Gas and Electric Company with different contractual responsibilities. The Project Participants wish to minimize the cost of electrical service to their ratepayers, without adversely impacting other Project Participants, by operating the Project in accordance with good utility practice. 3. Unless otherwise directed by a Project Participant, NCPA will, dispatch the combustion turbine units included in the Project to most economically meet the Project Participants' composite load after consideration of the Project Participants' other resources.. This will result in purchases and sales of the Project capacity and/or energy between Project Participants. 4. Each Project Participant will designate to NCPA the amount of its Project Entitlement Percentage of Project capacity to be used for reserves (reserve capacity) and the amount to be used to serve load ( peaking capacity) . These amounts may be changed from time to time but unless otherwise agreed, notification to NCPA must be in accordance with the earliest of any notification requirements required of any Project Participant or NCPA in any agreement with Pacific Gas and Electric Company or any other agreement requiring advance notice of resources. In the event such notice is given, NCPA will immediately notify all Project Participants. 5. Each Project Participant agrees to sell on a short-term ( one-half hourly) basis to any other Project Participant who requires it any Project capacity and/or energy not scheduled to meet its half-hourly load or otherwise contractually committed, except that reserve capacity not supporting a firm capacity sale will not be sold between separate systems (as defined in Section 1 of Part III below) In addition, no sales will be made which would result in the Project Participant who is 4 d selling Project capacity and/or energy incurring costs above those it would have otherwise incurred. Long-term sales and/or purchases (if any) will be made by separate agreement. 6. Sales and purchases of Project capacity and/or energy pursuant to Section 5 of this Part I will be made pro rata among Project Participants on the basis of such Project Participants' Project Entitlement Percentages. Part II. Division of Costa 1. For purposes of sales of Project capacity and/or energy among Project Participants, Project costs will be divided on the basis of all fixed costs being assigned to capacity and all variable costs being assigned to energy. 2. For purposes of Section 1 of this Part II, basic operation and maintenance costs will be assigned to capacity costs and other operation and maintenance costs will be assigned to energy costs. Basic operation and maintenance costs are those which would be required if the units included in the Project were used solely as reserve units. 3. An example of the allocation of costs is attached. Part III. Principles of Sales 1. For purposes of determining whether sales are for capacity and energy or energy only, the Project Participants (other than Santa Clara and Turlock Irrigation District), Santa Clara and Turlock Irrigation District will each be considered a separate system. 2. A separate system purchase from another separate system at the time of the purchaser's monthly peak half-hour will include both capacity and associated energy. 3. A separate system purchase from another separate system not at the time of the purchaser's monthly peak half-hour will be firm energy only and the purchaser will be billed for variable costs only in -accordance with Section 1 of Part II above. 4. Sales between Project Participants ( other than Santa Clara and Turlock Irrigation District) will be considered as capacity and associated energy sales if occurring at the time of the Project Participants' (other than Santa Clara and Turlock Irrigation District) composite monthly peak load half-hour. -2- 5. Sales between Project Participants (other than Santa Clara and Turlock Irrigation District) will be considered as firm energ only if not occurring at the time of the Project Participants (other than Santa Clara and Turlock Irrigation District) compos- ite peak load half-hour and the purchaser will be billed for variable costs only in accordance with Section 1 of Part II above. 5. Sales of capacity will include charges for both capacity reserves and spinning reserves unless the purchaser is furnish- ing either or both of those services from another source. 7. For purposes of accounting for these purchases as described in Section 9 of the Agreement: A. Project costs for sales of capacity and capacity reserves in a month will be at the monthly Project capacity cost; and B. Alternative costs for capacity and capacity reserves will be at a monthly rate unless an equivalent alternative is available at a shorter term rate. .. �e • � • • o o • o ono •® 1. In recognition of the rights of the Project Participants who are parties to the Second Phase Agreement, the Project Participants agree to allow NCPA to, prior to completion of the Project, reallocate the capacity and energy of the Project to the parties to the Second Phase Agreement so as to preserve the rights of such parties under the Second Phase Agreement. 2. Notwithstanding the requirements of Section 9 of the Agreement, sales wade in accordance with Section 1 of this Part IV shall be made at project cost. -3- EXAMPLE OF ALLOCATION OF COSTS Combustion Turbine Cost Allocations At City Load 5 Units Percent Expenses Capacity/ FY 1986 ($000) Classification Energy Total Capacity Energy Net Debt Service 100/0 $7,808 $7,808 $ - Operating Cost Fuel 0/100 2,084 - 2,0846 Operation & Maintenance 1 731 625 1127 Subtotal 2,821 625 2,196 Support Costs Capacity Reserves 100/0 - - - Spinning Reserves 0/100 14 - 14 Emerg. & Maint.5 0/100 - - - Firm Trans.2 100/0 - - - Subtotal 14 - 14 TOTAL PROJECT COSTS $10,643 $ 8,433 $2,210 Billing Units3 1,368 MW -Mo. 22.9 GWH Billing Rate4 $6.16/KW-Mo. 96.5 Mills/KWH 1. Insurance, taxes, and reserve duty maintenance are fixed costs. All other operation and maintenance costa are considered vari- able costs. 2. No transmission needed as combustion turbine is internal to city load. 3 Capacity - 114 MW x 12 - 1,368 MW -Mo. Energy - From Ebasco model. 4. Cost for capacity reserves - $6.16 KW -Mo. Cost for peaking capacity - $6.16 + (0.311 x $6.16) - $8.08 KW -Mo. Assumes capacity reserve supplied by "owned" combustion turbine. 5. Assumes emergency and maintenance supplied by combustion tur- bines in reserve. 6. Based on 13,000 BTU/KWH heat rate and $7 .00/BTU gas cost. 7. Includes 4 mills/KWH variable maintenance. -4- CITY COUNCIL IOHN R (Randy) SNIDER. Mayor DAVID M HINCHMAN Mayor Pro tempore EVE LYN M OLSON !AMES W PINKERTON. It FRED M RE10 CITY OF LODI CITY HALL, 221 WEST PINE STRM POST OFFICE BOX 320 LODI. CALIFORNIA 952•ET (209) 334-5634 Northern California Power Agency 8421 Auburn Boulevard Suite 160 Citrus Heights. California 95610 Dear Sirs: HENRY A. GLAVES. It City Manager ALICE M. REIMCHE City Clerk RONALD M. STEIN City Attorney I am acting as counsel to the City of Lodi, under the Agreement for Construction, Operation and Financing of Combustion Turbine Project Number One, dated as of July i, 1984 (the "Agreement") among the Project Participant. Northern California Power Agency (the "Agency") and certain other entities (the "Project Participants"), and I have acted as counsel to the Project Participant in connection with the matters referred to herein. As such counsel. l 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 an examination of law and such other information, papers and documents as 1 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 proceedings of the Project Participant, I am of the opinion that: 1. The Project Participant is a municipal corporation, duly created. organized and existing under the laws of the State of California and duly qualified to furnish electric service within the State of California. 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 and effect as to the Project Participant in accordance with its terms and, assuming that the Agency has all the requisite 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 governmental 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. existence or operation of the Project Participant, any commitment, 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 or 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, threatened against or affecting the Project Prrticipant 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 referre.l 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. The qualified Agreement insolvency. or other generally remedy. opinion expressed in paragraph 3 above is to the extent that the enforceability of the may be limited by any applicable bankruptcy, debt adjustment, moratorium, reorganization, similar laws affecting creditors' rights or as to the availability of any particular This opinion is rendered laws of the State of California America, and is addressed only person is entitled to rely on this it in connection with any those described herein. only with respect to the and the United States of to the Agency. No other opinion, nor may you rely on transactions other than (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 5 hereof shall be adjusted to include therein an exception thereto specifically describing the requisite authorization or approval and stati=ng that it has been duly given or obtained and is in full force and effect.) Very truly yours, RONALD M. STEIN City Attorney RATS a f CRDINANGE NO. 1329 CEiDINANCE OF TILE CITY CCWCIL OF 7W CITY OF IDI, CALtFCRNIA. APPROVING 7-M TEMIS AND ODUITICNS OF AN AGREBM AM NG N3i MN CALIFCMIA PCI<VEEI AC;EVCY AND CEMIN PR0JBCT PAIMICIPANM AND APPROVING ME WCUM4 OF AND DEII.IVERY OF SAID AMMEW BY OFFIaM OF TIS CITY OF LCDl. CALIi4RNIA 40WAS. pursuant to the provisions relating to joint exercise of powers found in Chapter 5 of Division 7 of Title i of the Government Code of the State of California. as amended (the "Joint Powers Act"). the City of Lodi. California (the "City") and certain other public agencies created pursuant to the laws of the State of California (collectively, the "Menbers"). have entered into a Joint Powers Agreement (the "Agreement") cresting Northern California Power Agency (the "Agency"), a public entity separate and apart from the 11imbe rs ; and MOTAS, in accordance with the Agreement and the Joint Powers Act 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 not more than seven 24 -megawatt conixistion turbine generating units or such lesser number of un=its, but not less than three. as will be determined in ;accordance with the to nns and conditions of the `Ihird Phase Agreement (as hereinafter defined), and related facilities. including electric facilities necessary for the Project to interconnect with the adjacent electric system. and all rights, properties and inprovements necessary. therefor. including fuel and water facilities and resources, and capital inprovements that muy be constructed from time to time. tlligtEAS. the City has need for an econamical and reliable source of electric power and energy to meet the demands of the customers of its electric systm , and 4fWS, this City Council finis and detemwines tha-t It is in the best interests of the customers of the electric system of the City for the City to enter into the Agreement for Construction, Operation and Financing of Cmbustion Turbine Project Number One (the -I- I "Third Phase Agreement") in substantially the fonn submitted to this City Council and dated for convenience as of July 1. 1984; and wH REAs. this City Council finds and determines that the purchase of electric capacity and energy of the Project from the i' Agency on the terms and conditions set forth in tate Third Phase Agreement is necessary to supply the customers of the electric system r 1. of the City with electricity; and 11 MEAS. payments by the City pursuant to the Third Phase 1 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. TflMEF RE, the City Council l of the City of Lodi, California does ordain as follows: 1. The City Council hereby approves the act of entering into the Third Phase Agreement and the terns; and conditions of the Third Phase Agreement (including the Project Entitlement Percentage of the City set forth in each of Append ees A-1 through A-5 thereto) in substantially the fonn submitted to this City Council be, and the same are hereby. approved. 2. The Project Entitlement Percentage of the City as set forth in each of Appendices A-1 through A-5 to said Third Phase Agreement may be increased to such percentage, not to exceed and increase of 0.0 percent (0.0%) of the largest Project Entitlement Percentage indicated for the City in any of Appendices Al through -A-5 ti4r' of the Third Phase Agreemtent, as shall be determined by the City Council of the City. In addition to any changes authorized by the immediately preceding sentence. the City hereby authorizes and approves any other amendment to any or all of Appendices A-1 through A-5 of the Third Phase Agreement as to Project Participants (as defined in the Third Phase Agreement) other than the City necessary so that the Project Entitlement Percentages oaf all the Project Participants shall equal one hundred percent (100%), 3. The City is hereby fnuthori zed to enter into the Third Phase Agreement and the Mayor and the City Clerk are hereby authorized to execute and deliver the Third phase Agreement by and on behalf of the City with such changes. insertions and anissions as may be F approved by the City Council.. said execution being conclusive evidence of such approval. 4-. Pursuant to Section 54241 of the Government Code of the State of California. this Ordinance is subject to the provisions for E 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 54242 of the Government Code of the State of California. k 6. Thirty (30) days from and atter its enaetvnt. this 1. Ordinance shall lake effect and be in full force. in the manner t provided by law. ADOPM by the City Council and signed by the Mayor and attested by the City Clerk this 1st day of August. 1984. Mayor Attest: Alice M. Reimche City Clerk State of Cal-ifornia County of San Joaquin, ss. I. Alice K Rei=he. City Clark of the City of Lodi. do hereby certify that Ordinance No. 1329 was introduced ata regular meeting of the City Council of the City of Lodi held July 18. 1984 Md. was thereafter passed, adopted and ordered to print at a regular meeting of said Council held August 1. 1984 by the following vote: Ayes: Counctt Menbers - Hinch man. Olson. and Reid Noes: Count 1 Members Pinkerton Absent: Council Wnt)ers - Snider Abstain: Council Members - None I further certify that Ordinance No. 1329 was approved and signed by the Mayor on the date of its passage and the same has been published pursuant to law. Alice M. Reimche City Clerk QDINANCE ND. 1330 ORDINANCE OF IM CITY (LUNCH. OF 'RHE CITY OF LLDI , CALIFORNIA, AIJIHRIZING 7M ISSUANCE OF PUBLIC PC1WM REVENUE BCNDIS BY NORnOW CALIFONIA PCWIR At;F1= (OCI4EMICN UMINE PiRWWr N(1IM CIE) V1OWAS. pursuant to the provisions relating to joint exercise of powers found in Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California. as amended (the "Joint Powers Act"). the City of Lodi. California and certain other public agencies created pursuant to the laws of the State of California (collectively. the "Mmbers"). have entered into a Joint Powers Agreement. as amended (the "Agreement"), creating Northern California Power Agency (the "Agency"). a public entity separate and apart from the Marbers and WEREAS, in accordance with the Agreement and the Joint Powers Act. the Agency has entered or will enter into agreements to acquire and construct (or to cause to be acquired and constructed) a project for the generation and transmission of electric energy consisting of not more than seven 24 -megawatt co bistion turbine generating units or such lesser nurber of units. but not less than three as will be determined in accordance with the terms and conditions of the Third Phase Agreement (as hereinafter defined) and related facilities, including electric facilities necessary for the Project to interconnect with the adjacent electric system. and all rights, properties and improvements necessary therefor. including fuel and water facilities and resources, and capital improvements that may be constructed from time to time (the "Project"); and *M AS, the Agency proposes to issue, in accordance with the Agreement and the Joint Powers Act. from time to time. in one or more installments, its revenue bonds and other evidences of Indebtedness ("Acquisition Bonds") to be outstanding at any one time in accordance with their teens in the estimated maximum aggregate principal amount of $130,000,000 for the purpose of providing funds for the financing of of the acquisition and construction of the Project; -I- UMWAS, the Agency also proposes to issue its notes and other evidences of indebtedness (including renewal notes) ("Notes") for the purpose of financing studies, the acquisition of options, permits. and other preliminary costs to be incurred prior to the undertaking of the construction or acquisition of the Project and for the purpose of providing tnTorary financing of costs of acquisition and construction of the Project; and WEREAS. from time to time. conditions in the tax-exempt f bond market nay became favorable for refunding outstanding bonds with a resulting savings in debt service costs or other benefits for the Agehcy. and WEREAS. Pursuant to Section 6676 of the Joint Powers Act. the Agency may ibsue from time to time in one or more Installment,; its refu:.ding bonds ("Refunding Bonds" and together with the Acquisition Bonds. the "Public Power Revenue Bonds") for the purpose of redeeming or retiring Acquisition Bonds or Refunding Bonds theretofore issued. or other irdebtPdness theretofore issued for the Project; and WiERFAA. the financing of the acquVition and construction of the Project includes the issuance of Refunding Bonds; and WiiRl!'S. notwithstanding the aforesaid estimated maximum aggregate principal amount of Pati-lic Power Revenue Bonds proposed to be issued by the Agency for the Project and to be outstanding at any one tima in accordance with their terms. additional Public Parer Revenue Bonds may be required to complete the fi-nancing of the acquisition and construction of the Project; and WHERFAS, the Agency has entered or sYi=ll enter into one or more agreements � the "Ibi-rd Phase Agreements") with certain entities (including two or more of the Manners), pursuant to which the entities entering into such Third Phase Agreements with the Agency (the "Participants") will, in the aggregate, purchase options and/or rights to purchase and/or receive 100% of the capacity and energy of the Project; and W --MAS, the principal of and interest on the Public Power � Revenue Bonds are to be payable from funds held in trust for the benefit of the holders of such Bonds and from revenues of the Agency -2- fran the Project, including payments to be made by the Participants under the Third Phase Agreements; and 11HERFAS. the principal of and interest on the Notes are to be payable from proceids of renewal Notes and the proceeds of the Public Power Revenue Bonds and, to the extent not so paid, may be payable fran revenues of the Agency fran the Project, including payments to be made by the Participants under the Third Phase Agreements; and I*M AS. in accordance with the Section 654-7 of the Joint Powers Act. the exercise by the Agency of its power to issue the Public Power Revenue Bonds is subject to the authorization of such Issuance by the Participants pursuant to ordi-nance. and W REAS, neither the payment of principa=l of the Public Power Revenue Bonds nor any part thereof nor interest thereon shall constitute a debt. liability or obl-igation of the City of Lodi; nor does this Ordinance eanait the City of Lodi to take or pay for any capacity or energy of the Project. W OMAS. this City Council has determined that the financing of the acquisition and construction of the Project by the Agency is appropriate to assist the City in meeting the future power needs of its custaners for electric energy; and V!MMAS. this City Council has determined that the issuance by the Agency of Refunding Bonds is appropriate to reduce debt service cost related to the Project and reduce the costs of financing the acquisition and construction of the Project payable by the City under the Third Phase Agreements or to realize other benefits relating to the Project; and 109MAS. this City Council proposes to authorize by ordinance the issuance and sale by the Agency of its Notes, which are payable from proceeds of the Acquisition Bonds authorized by this Ordinance and. to the extent not so paid, may be payable from revenues of the Agency from the Project, including payments received by the Agency from the Participants under the Third Phase Agreements. NOW, 1TRE, the City Council of the City of nodi, California does ordain as follows: -3- 1. The issuance and sale by the Agency, fran time to time, in one or more installments, of its Acquisition Bonds for the financing of the acquisition and construction of the Project outstanding at any one tip. in accordance with their terms in a maximm aggregate principal amount of $130.000.000 is hereby authorized. Notwithstanding such maximum aggregate principal amotmt, the Agency is hereby authorized to issue additional principal amoemts of its Acquisition bonds if and to the extend required to emplete the i financing of the acquisition and construction of the Project. The proceeds from the sale of the Acquisition Bomxls hereby ruthorized are to be used for the financing of the acquisition and construction of the Project. including interest on such Bonds and deposits to reserves. and to pay when due the principal. prem -um. if any, and interest on the Notes of the Agency issued for the purpose of financing studies, the acquisition of options. permits, and other preliminary costs to be incurred prior to the undertaking of the construction or acquisition of the Project and for the purpose of providing tmPorary financing of the costs of acquisition and construction of the Project. The Acquisition Bonds hereby authorized, and premium and interest thereon, are to be payable from. and secured by, funds held in trust for the benefit of the holders of Acquisition Bonds and f. -cm revenues of the Agency from the Project, incl-udi;ng payments received by the Agency from the Participant's under the Third Phase Agreements. 2. The issuance and sale by the Agency. from time to time. in one or more hosts.-Iments, of its Refunding Bonds is hereby rmthorized. The estimated maxicmm aggregate principal swine of such 4- Refunding Refunding Bonds outstand''-ing at any one tiam in accordance with their terms shall be an amount equal to the sum of (i) $130.000,000, being the estimated maxinun aggregate principal amount of Acquisition Bonds ?kh. issued and to be issued for the financing of the acquisition and construction of the Project, plus (it) the principal Nmunt of any additional Acquisition Bonds issued to complete the firu ting of the acquisition and construction of the Project, plus (iii) such additional amounts, if any, required to roirchase federal securiti-es to -4- implement such refunding as provided in Sections 53580 and 53585, inclusive. of the Government Gude of the State of California, p1 -,us (iv) such additional amounts. if any, necessary to provide funds sufficient for the payment of principal, interest, premium and expenses as provided in Section 6577 of the Government Code of the State of California. Notwithstanding such estimated maximum aggregate principal amount, the Agency is hereby authorized to issue additional principal amounts of its Refunding Bonds if and to the extend requ=ired to complete the financing of the acquisition and construction of the Project. The proceeds fran the sale of the Rebinding Bonds hereby authorized are to be used for the purpose of redeeming or retri-ng the Acquisition Bonds, Refunding Bonds or other indebtedness to be refunded as aforesaid. The Refunding Bonds hereby authorized, and premium and interest thereon. are to be payable from, asci secured by, funds held in trust for the benefit of the holders of t -he Refunding Bonds and from the revenues of the Agency with respeet to the Project, including payments received by the Agency from the Participants under the Third. Phase Agreements. 3. The authorization provided to the Agency by Section 2 above shall not apply to any installment of Refunding Bonds unless the Agency shall determine that a present value savings of debt service will result from the issuance of such Refunding Bonds or that other benefits relating to the acquisition and construction of the Project will be realized therefrom. 4. Pursuant to Section 6547 of the Joi=nt Powers Act. this Ordi-nance is subject to t -he provisions for referendum prescribed by Section 3751.7 of the Elections Code of the State of California. 5. The City Clerk shall certify to the enactment of this Ordinance and shall cause notice of the same to be published in accordance with Section 6040.1 of the Government Code of the State of Cal I fornia. 6. Sixty (60) days from and after its enactment, this Ordinance shall take effect and be in full furce, in the manner provided by law. -5- 71E FCRDCDING CIRDILNANCE is approved, enacted and adopted by the City Council of the City of Lodi, California, this Ist day of August, 1984. Attest: Alice Ni. Reimche City Clerk State of California County of San Joaquin, ss. I, Alice M. Reimche, City Clerk of the City of Lodi do hereby certify that Ordinance No 1330 was introduced at a regular meeting of the City Council of the City of Lodi held July 18, 1984 and was thereafter passed. adopted and ordered to print at a regular meeting of said Council held August 1, 1984 by the following vote: Ayes: Council hebers - Hinchman, Olson, and Reid Noes: Council himbers - Pinkerton Absent: Council hkabers - Snider Abstain: Council lumbers - None I further certify that Ordinance No. 1330 was approved and signed by the Mayor on the date of its passage and the same has been published pursuant to law. NXICE OF aMINANCE SCBJDCT Tn REFERENDLM CITY OF LCDI , CALI SNI A FINANCE NO. 1330 ADOMM BY 'I) -IE CITY ODLMI L OF TES CITY OF LCDI , CALI FC M IA CIV AIJ= 1, 1984 Notice is hereby given that at a regular meeting of the City Council of the City of Lodi, California (the "City Council"). held on August 1, 1984, Ordinance No. 1330 (the "Ordinance") was adopted. The title and a surtmnry of the Ordinance Rre set forth below. The Ordinance is subject to referendum, as discussed below. Title CRDINANC'E OF ME C171Y 00MCIL OF TME CITY OF LCDi , CAL I FCRNI A ALM CR I Z ING M IE ISSUANCE OF PCBL I C MVI•R REVRAM BC MS BY Summary Pursuant to the Ordinance, the City Council has authorized the issuance and sale by Northern California Power Agency (the "Agency") of its revenue bonds and other evidences of indebtedness ("Acquisition Bonds"), to be issued, from tine to time, in one or wre installments, in an estimate raximtm aggregate principal amount outstanding at any one time in accordance with their teams of $130,000,000. The actual interest rates on each installment of such Acquisition Bonds or the method of determining such rates will be determined by the Carmission of the Agency in accordance with law at the time of issuance of such installment. Notwithstanding such raxirim aggregate principal amount of Acquisition Bonds, the Agency is authorized. pursuant to the Ordinance, to issue additional principal armunts of its Acquisition Bonds if and to the extent required to -1- complete the financing of the acquisition and construction of the Project discussed below. Pursuant to the Ordimmice, the City Council has authorized the issuance and sale by the Agency of its Refunding Bonds (which together with the Acquisition Bonds are herein referred to as the "Public Power Revenue Bonds"). and to be issued, fr...a time to time, in one or more installments in an estimated maximum aggregate principal amount outstanding at any one time in accordance with their temis equal to the sum of (i) $130.000,000, being the estimated maximum aggregate principal amount of Acquisition Bonds issued and to be issued for the financing of the acquisition and construction of the Project. plus (ii) the principal amount of any additional Acquisition Bonds issued to complete the financing of the acquisition and construction of the Project. plus (iii) such additional amounts, if any, required to purchase federal securities to inplement such refunding as provided in Sections 54580 and 53585. inclusive, of the Government Code of the State of California, plus (iv) such additional Amounts, if any, necessary to provide funds sufficient for the payment of principal, interest, prerniurn, and expenses as provided in Section 6577 of the Government Code of the State of California. hbtwithstanding such estimated maxinain aggregate principal amount, the Agency is authorized to issue additional principal amounts of its Refunding Bonds if and to the extend required to complete the financing of the acquisition and construction of the Project. The Agency was created pursuant to a .Joint Powers Agreement, as amended (the "Agreement"), heretofore entered into between the City of Lodi, California and certain other public agencies created pursuant -2- e to the laws of the State of California (collectively, the "Members") pursuant to the provisions relating to joint exercise of powers found in Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California, as amended (the "Joint Powers Act"). The Agency is a pub 1 i c entity separate and apart from the ltlerrbe rs . The Agency, in accordance with the Joint Pavers Act and the Agreement, has entered or will enter into agreements to acquire and construct (or cause to be acq-iired and constructed) a project for the generation and transmission of electric energy consisting of not mare than seven 24 -megawatt ccnbustion turbine generating units or such lesser of number of units, but not less than three, as will be determined in accordance with the tems and conditions of the Third Phase Agreements (as hereinafter defined) and related facilities, including electric facilities necessary for the Project to interconnect with the adjacent electric system, and all rights, properties and irrprovenents necessary therefor, including fuel and water facilities and resources, and capital improvements that may be constructed from time to time (the "Project"). The Agency has entered or will enter into one or mare agreements (the "Third Phase Agreements") with certain entities (including two or more of the Menbers), pur3uant to which the entities entering into such Third Phase Agreements with the Agency (the "Participants") will, in the aggregate, purchase options and/or rights to purchase and/or receive 100% of the capacity and energy of the Project. The City Council heretofore has authorized, by ordinance, the issuance and sale by the Agency of its notes and other evidences of indebtedness (including renewal notes) ("Notes") for the purpose of financing studies, the acquisition of options, permits, and other -3- preliminary costs to be incurred prior to the undertaking of the construction or acquisition of the Project and for the purpose of providing temporary financing of costs of acquisition and construction of the Project. The principal of and interest on the Notes are to be payable from the proceeds of renewal Notes and the proceeds of the Public Power Revenue Bonds authorized by the Ordinance and, to the extend not so paid. may be payable from revenues of the Agency from the Project, including payments to be made by the Participants under the Third Phase Agreements. Neither the payment of principal of the Public Power Revenue Bonds nor any part thereof nor interest thereon will constitute a debt, liability or obligation of the City of Lodi, California; nor does the Ordinance coamit the City of Lodi, California to take or pay for any capacity or energy of the Project. The City Cecil has determined that the financing of the acquisition and construction of the Project is appropriate to assist the City in meeting the future power needs of its customers for electric energy. The Public Power Revenue Bonds will mature on or before Noverber 5, 2030 and will bear interest at the probable or anticipated rate of 12% per annum. THE AC ENC Y PFICPCSIS TO ISSUE, IN ACCORDANCE W M ME ACE EW AND THE JOINT PUVERS ACI'. ITS PLBL I C PUVER REVFMM BONDS M PROVIDE RAS FOR THE FINANCING `.3F TES A W I S I T I CN AND 0ONS1M= ICN OF ME PM=. TELE PR I NC I PAL OF AMID I MEREST ON THE KIM IC P WER REVMX BONDS ARE M BE PAYABLE FROM RAIDS I EI.D IN T= PCR THE -4- BENEFIT OF ME HOLDERS OF SLUI DONDS AND FF01 REVENUES OF ME AMCY FF01 THE PROJBCr, INCLUDING PAWENM TO BE MAIM BY ME PARTICIPANIS UNDER THE THIRD PHASE AGREMEN17S. THE MINME AUMMIZINGTHE C OF 1 PLULIC ° • a!• TIM PERIOD ° a a► BY OF •N (BEARING SICNATURES, LEAST UIE MUM REIQUIRED BY THEPFMESTING AGAINST1 ADOPTIGN OF 1 OFIDINANCE,t CITY COUNCIL IS RBQUIRED ID RMMIDER ME ORDINANCE. E a ° •N, IF UIE CITY COUNCIL DOES • ENTIRMY REPEAL PRESCRIBED : e ME • s°a AT A RMJLAR• ° SPEICIAL M=ICN AND WE ORDINANCE SHALL NOTBBOCNIE a1 aCI'IVE LWrIL A MAJORITY OF 1 • aR. WrING ON 1 ORDINANCE WrE IN FAVCR OF 1 •e• ae• DESMIPTION OF THE PRIOCEDWES FOR REFERENDUM IS &,%.SED UPION THE • ° ° a y• a ► PIUVISIM3 OF ME CALIFIORNIA ELEICTIONS CODE AND ELEIMONS WDE • ► ME CALIFCIRNIA GOVEMEa CODE FORCMFLETE SrATMENT OF • °°• • -5- ORDINANCE NO. 1331 s CIMINANCE OF THE CITY CaMIL OF 'ITIS CITY OF L(DI, CALIFORNIA AtMJ:RIZD G THE ISSIIA = OF NUMS BY NMIMN CALIPCRNIA POKER ACEI= (O1VlaMICN UMINE PROJECT NUMM CNE) MOMS, pursuant to the provisions relating to joint exercise of powers found in Chapter 5 of Division T of Title 1 of the i' Government Code of the State of California, as amended (the "Joint Pavers Act"), the City of Lodi. California 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 as amended (the "Agreement"). creating Northern CA-li-fornia Power Agency (the "Agency"). a public entity separate and apart fran the Members; and WiiREAS. in accordance with the Agreement and the Joint Pavers Act, the Agency has entered or wi I l ^rater into agreements to acquire and construct (or to cause to be acquired and constructed) a project for the generation and transmission of electric energy s i consisting of not more than seven 24 -megawatt combustion turbine ` generati-rig units or such lesser number of units, but not less than three, as will be determined in accordance with the terms and conditions of the Third Phase Agreement (as hereinafter defined) and 1 related faci ities, including electric facilities necessary for the Project to interconnect with the adjacent electric system, and all p rights, properties and improvements necessary therefor. Including fuel and water facilities and resources. and capital inprovenents that may be constructed from time to time (the "Project"); and WMWAS. the Agency proposes to issue, in accordance with the Agreement and the Joint Powers Act. from t-ime to time, in one or more installments, its notes and other evidences of indebtedness (including renewal notes) ("Notes") to be outstanding at any, one time in accordance with their temis in the estimated rnix nun aggregate principal amount of $130.000.000; for the purpose of financing T studies, the acquisition of options, permits, and other preliminary coRts to be incurred prior to the undertaking of the construction or -1- acquisition of the Project and for the purpose of providing temporary financing of costs of acquisition and construction of the Project; and V*UWM. the Agency proposes to issue its revenue bonds and other evidences of indebtedness ("Acquisition Bonds") for the purpose of providing funds for the financing of the acquisition and construction of the Project; and WOMAS. notwithstanding the aforesaid estimated maxin m aggregate principal aunt of Notes proposed to be issued by the Agency for the Project and to be outstanding at any one time In accordance with their terns. additional Notes may be required to cmplete the financing of studies. the acquisition of options, permits and other preliminary costs to be Incurred prior to the undertaking of the construction or acquisition of the Project or to coapiete the temporary financing of costs of acquisition and construction of the Project; and DSAS, the Agency has entered or will enter into one or more agreements (Cle 'Mird Phase Agreements") with certa=in entities (including two or more of the Mwbers"). pursuant to which the entities entering into such Third Phase Agreements with the Agency (the "Participants") will. in the aggregate, purchase options and/or rights to purchase and/or receive 100% of the capacity and energy of the Project; and WOMAS. the Notes are to be renewable from time to time and the principal of and interest on the Notes are payable from proceeds of renewal Notes and the proceeds of the Acquisition Bonds and. to the extent not so paid. may be payable from revenues of the Agency from the Project. including payments to be made by the Participants under the 1hird Phase Agreements; and WOWS. in accordance with Section 6547 of the Joi=nt Powers Act. the exercise by the Agency of its power to issue the Notes is subject to the authorization of such issuance by the Parti=cipants pursuant to ordinance; and WN -OMA—, neither the payment of principal of the Notes nor any part thereof nor interest thereon shall constitute a debt, -2- liability or obligation of the City of Lodi, California; nor does this Ordinance ca:mit the City of Lodi, California to take or pay for any capacity or energy of the Project; and Wim, this City Council has determined that the financing of the acquisition and construction of the Project by the Agency is appropriate to assist the City in meeting the future power reeds of Its customers for electric energy; and WHEREAS. this City Couneil has authorized by Ordinance the issuance and sele by the Agency of its Acquisition Bonds. the proceeds from the sale of which are to be used for the financing of the acquisition and construction of the Project, including interest on such Acquisition Bonds and deposits to reserves, and to pay the principal, premiun. If any, and interest on the Notes authorized by this Ordinance when due. NOW. TfiFRFR X. the City Council of the City of Lodi, California does ordain as follows: 1. The issuance and sale by the Agency fram time to time, in one or more installments. of its Notes (including renewal Notes) for the purpose of financing studies. the acquisition of options. permits and other preliminary costs to be incurred prior to the undertaking of the construction or acquisition of the Project and for the purpose of providing temporary financing of costs of acquisition and construction of the Project. outstanding at any one time in accordance with their terms in a maxinum aggregate principal amount of $130,000,000 is hereby authorized. Notwithstanding such msxinum aggregate principal amount. the Agency is hereby authorized to issue additional principal am ants of Notes if and to the extent required to complete the financing of studies. the acquisition of options, permits and other preliminary costs to be incurred prior to the undertaking of the construction or acquisition of the Project or to earplete the temporary financing of costs of acquisition and construction of the Proj,: t. The proceeds from the sale of the Notes hereby authorized are to be used for the purpose of financing financial feasibility studies, enviromrental impact studies and other studies relating to the Project. the acquisition of options, permits and other nrelMinry -3- costs to be incurred prior to the undertaking of the construction or acquisition of the Project and for the purpose of providing telporary financing of costs of acquisition and construction of the Project, including interest on the Notes. The Notes hereby authorized are to be renewable fran time to time and the principal of such Notes, and premium, if any, and interest thereon, are to be payable from proceeds of renewal Notes and the proceeds of Acquisition Bonds of the Agency, and. to the extent not so paid. may be payable fran revenues of the Agency frau the Project, including payments received by the Agency frau the Participants under the Third Phase Agreements. 2. Pursuant to Section 6347 of the Joint Powers Act. this Ordinance is subject to the provisions for referendun prescribed by Section 3131.7 of the Elections Code of the State of California 3. The City Clerk shall certify to the enactment of this Ordinance tend shall cause notice of the same to be published in accordance with Section 6040.1 of the Government Code of the State of California. 4. Sixty (60) days from and after its enactment, this Ordinance shall take effect and be in full force, in the manner provided by law. TE F UMING CIRDINANC:E is approved, enacted and adopted by the City Council of the City of Lodi, California this 1st day of i August. 1984.- t i yor Attest: Alice M. Reimche City Clerk E State of California County of San Joaquin, ss. I, Alice M. Reimche, City Clerk of the City of Lodi, do hereby certify that Ordinance No. 1331 was Introduced at a regular meeting of the City Council of the City of Lodi held July 18, 1984 and was thereafter passed, adopted and ordered to print at a regular meeting of said Council held August 1. 1984 by the following vote: Ayes: Counci l Mmbers - Hinchrman, Olson, and Reid Noes: Council Mmbers - Pinkerton Absent: Council Mmbers - Snider Abstain: Counci l himbers - None I further certify that Ordinance No. 1331 was approved and signed by the Mayor on the date of its passage and the same has been published pursuant to law. Alice M. Reimche City Clerk NOTICE OF ORDINANCE SLBJBCT ZO REFEREN xAI CITY OF LCDI, CALIFORNIA CERDINANC.E NO. 1331 ADOPM BY THE CITY CC NCIL OF ME CITY OF LCOI. CALIFORNIA CN iUUW 1, 1984 Notice is hereby given that at a regular meeting of the City Council of the City of Lodi, California (the "City Council"), herd on August 1, 1984. Ordinance No. 1331 (the "Ordinance") was adopted. The the and a summary of the Ordinance are set forth below, The Ordinance is subject to referendum, as discussed below. Title CR'DINANGE OF ME CITY COLMIL OF ME CITY OF LEDI , CAL I FGRN IA AI.iTi-i<RRI Z ING ME ISSUANCE OF N ES BY NCtMON CALIFCWTIA Summary Pursuant to the Ordinance, the City Council has authorized the issuance and sale by Northern California Power Agency (the "Agency") of its notes and other evidences of indebtedness (including renewal notes) ("Notes"), to be issued, from time to time, in one or more installments, in an estimated aggregate principal amount outstanding at any one time in accordance with their terms of $130,000,000. The actual interest rates on each installment of such Notes or the method of detennining such rates will be determined by the Comi fission of the Agency in accordance with law at the time of issuance of such installment. Notwithstanding such maximm aggregate principal amount of Notes, the Agency is authorized, pursuant to the Onlinance, to issue additional principal amounts of its Notes if and to the extent required to ccaplete the financing of studies, the acquisition of options, Hermits and other preliminary costs to be -1- incurred prior to the undertaking of the construction or acquisition of the Project or to corplete the temporary financing of costs of acquisition and construction of the Project discussed below. The Agency was created pursuant to a Joint Powers Agreement, as amended (the "Agreement"), heretofore entered into between the City of Lodi. California and certain other public agencies created pursuant to the laws of the State of California (collectively, the "Menbers") pursuant to the provisions relating to the joint exercise of powers found in Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California. as amended (the "Joint Powers Act"). The Agency is a public entity separate and apart from the Nkobers. The Agency, in accordance with the Joint Powers Act and the Agreement, has entered or will enter into agreements to acquire and construct (or to cause to be acquired and constructed) a project for the generation and transmission of electric energy consisting of not more than seven 24 -megawatt caTbustion turbine generating units or such lesser number of units, but not less than three, as will be determined in accordance with the temis and conditions of the Third Phase Agreements (as hereinafter defined) and related facilities, including electric facilities necessary for the Project to in*erconnect with the adjacent electric system, and all rights, properties and improvements necessary therefor, including fuel and water facilititi; and resources, and capital inprovements that may be constructed from time to time (the "Project"). The Agency has entered or will enter into one or more agreements (the "Third Phase Agreements") with certain entities (including two or more of the Members), pursuant to which the entities entering into such Third Phase Agreements with the Agency (the -2- "Participants") will, in the aggregate, purchase options and/or rights to purchase and/or receive 100% of the capacity and energy of the Project. The City Council heretofore has authorized, by ordinance, the issuance and sale by the Agency of its Acquisition Bonds to provide funds for the financing of the acquisition and construction of the Project. The principal of and interest on the Acquisition Bonds are to be payable from funds held intrust for the benefit of the holders of such Bonds and from revenues of the Agency from the Project, including payments to be made by the Participants under the Third Phase Agreements. Neither the payment of principal of the Notes nor any part thereof nor interest thereon will constitute a debt, liability or obligation of the City of Lodi, California; nor does the Ordinance emnit the City of Lodi, California to take or pay for any capacity or energy of the Project. The City Council has determined that the financing of the acquisition and construction of the Project is appropriate to assist the City in meeting the future power needs of its customers for electric energy. The Notes will mature within seven years from the date of issuance thereof and will bear interest at the probable or anticipated rate of 11% per anrnm. THE AGENCY PROPOSES TO ISSUE. IN AOOCEDANCE WIMI MIR NATES) FCR TETE REPOSE OF FINANCING SITDIFS, THE ACQUISITION OF -3- ACQUISITION AND CaEIM=ICN OF 1 . ••e =. ME PRINCIPAL OF D wm= ON mE Nam ARE To BE PAYABLE FFai mE PROCEEDS OF ReovAL NMM AND FRMI ME PROCEEDS OF THE PUBLIC POWER REVENUIE BCNW AND, Tf ME EXTENT NOT SO PAID, MAY BE PAYABLE FMM ]REVMJES OF THE AMICY FFUl THE PM=, INCUDING PA)AMM ID BE MADE BY ME PARTICIPMM THE CIDIMMCE ALMI RIZING THE ISSUANCE OF TIIE NOM IS SLB= TO REFJERMNt. UPON PRISH41ATICN (WITHIN THE TUViE PERIOD SPICIFII:D BY LAW) OF A PETITION (BEARING SIGNATURES. IN AT LEAST THE NUbBER RBQU I RFD BY THE LAW) PROTESTING AGA I NST THE ADOPT ION nF ME OIDINANCE, ME CITY C MIL IS MQUIRED TO RDOCNSIDFR THE ORDINANCE. MM U.JPON, IF THE CITY COUNCIL DOES NOr ENTIRELY REPEAL THE ORDINANCE, ME ORDINAINGE SHALL BE SUiV1111FD (UNDER BAL.Wr WOKING PRESCRIBED BY LM) TD THE WIERS AT A PJ30U .AR OR SPECIAL EIZCTICN AND THE 01MINANCR SHALL NOT BBBOCh E EFFDCT I VE UNTIL A NIAJCR I'IY OF THE MMMS VOr ING ON THE CRDINANCE VOTE IN FAVOR OF IT. THE FIC;fIBCiDING DESCRIPTION OF THE PROV I S IONS O1F THE CAL I FCRN IA E.1~X,TICNS OU)E AND THE CAL IFICIRNIA GMEMIMIr OCDE . REFERENCE IS MADE TO TI IE CAL I FUN I A IIRGT IONS OCDE AND THE CAL I F(M I A OW IN.TN T CME FCR A C]VIPI.BTE STA'T'EMENT OF SUCH PIiDVI S Ias .