HomeMy WebLinkAboutAgenda Report - August 17, 1983 (56)�� - f
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The following item pertaining to NCPA were introduced by
City Manager Glaves. The item were then reviewed by Mr.
Dave Clary., Uttlit), Director for the City of Lodi who
responded to questions as were posed by the City Council.
Each of these item was also reviewed in depth at an earlier
Informal Informational Meeting.
NCPA CMEORML a) Agenda Item K-2 - Approve NCPA Geothermal Project No. 3
Pf1DJ1Cr ND. 3 Third Phase Agreement.
THM PHASE
ACF49MW
TRK4WSSICN b) Agenda Item K-3 Transmission Project Third
Approval of
FFd)JWr THIN Phase Agreement.
PHASE AGFM9Wr
AUF40Wr FOR c) Agenda Item K-4 - Approval of Agreement for Financing of
FIN MRM OF Planning and Development Activities for constmetion. of
PL"M AND CmWstion Turbine Generating Facilities (Second Pha--,e)
DEVELCFNMr
ACTIVITIES RR
C0Nffff=ICN OF
COMBUSTION TMINE
CENSWIM
FACILITIES
A lengthy discussion regarding each item followed with
questions being directed to Staff.
CIRD. NO. 1294 Council Meatier Reid then moved for introduction of Ordinance
INIFLUUCH) No. 1294 approving the terms and conditions of a MmTber
Agreement between Northern California Power Agency and
certain participating members and authorizing the execution
of and delivery of said Agreement by Officers of the City of
Wt. NMA Geothermal Project No. 3 - Third Phase
Agreement. Further. Council. amended the City's percentage
participation to 6%. The motion was seconded by Mayor Pro
Topore Snider and carried by the fol lowing vote:
Ayes: Council Members - Murphy, Reid, Snider, and
Olson (Mayor)
Noes Council Mmaibers - Pinkerton
Absent: Council Members - Now
ORD. ND. 1295 Counct I Wdber Reid then moved for introduction of Ordinance
INnKXU= No. 1295 approving the terms and condi-tions of a Member
Agreement between Northern California Power Agency and
certain participating menbers and authorizing the execution
of anddelivery of said Agreement by Officers of the City -
Agreement for Constru Ion, Operation, and Financing of
Transmission project Number One. The motion was seconded by
Mayor Pro Te pore Snider, and carried by the following vote:
Ayes: Council Menbers - NknVtW, Reid, Snider, and
01 son (Mayor)
Noes: Council Meabers - Pinkerton
Absent: Council Menbers - None
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CITY COUNCIL $� HENRY A. CLAVES. Ir.
City Manager
� VF ^LA M OESON, Mayor CITY OF L O D I ALICE M. REMACHE
IOHN R. (Randy) SNIDER
Mayor Pro Tempore
ROBERT G. MURPHY
JAMES W. PINKERTON. Jr.
FP.ED M. REID
CITY HALL, 221 WEST PINE STREET
POST OFFICE BOX 320
LODI, CIALIFORNIA 95241
(205)334.5634
August 22, 1983
Ms. Gail Sipple
Executive Assistant
MCPA
8421 Auburn Blvd.
Suite 160
Citrus Heights, CA 95610
Subject: Combustion Turbine Generating Facilities -
Second Phase Agreement
Enclosed herewith please find executed copy of the above
referenced Agreement which was approved by the Lodi City
Council at its regular meeting of August 17, 1983 together
with a certified copy of the authorizing resolution.
Please return a fully executed copy of the subject
agreement at your earliest convenience.
Very truly yours,
Alice M. Reimche
City Clerk
AMR=jj
Enc.
P
L-1
RESOLUTION NO. 83-91
0
RESOLUTION APPRbVING THE AGREEMENT FOR
FINANCING OF PLANNING AND DEVELOPMENT
ACTIVITIES FOR CONSTRUCTION OF COMBTUSION
TURBINE GENERATING FACILITIES
RESOLVED that the City Council of the City of Lodi
does hereby approve the Agreement for Financing of
Planning and Development Activities for construction of
Combustion Turbine Generating Facilities a copy of which
is attached hereto, marked Exhibit "A" and thereby made a
part hereof.
BE IT FURTHER RESOLVED that the City Council of the
City of Lodi does hereby authorize the Mayor and City
Clerk to execute the subject agreement on behalf of the
City.
Dated: August 17, 1983
I hereby certify that Resolution No. 83-91
was passed and adopted by the City Council
of the City of Lodi in a regular meeting
held August 17, 1983 by the follwoing vote:
Ayes: Council Members - Murphy, Raid, Snider,
and Olson (Mayor)
Noes: Council Members - Pinkerton
Absent: Council Members - None
G�
Alice M. Re the
City Clerk
RESOLUTION NO. 83- 56
NORTHERN CALIFORNIA POWER AGENCY
BE IT RESOLVED BY THE COMMISSION OF THE NORTHERN CALIFORNIA POWER AGENCY,
as follows:
Section 1. The form of "Agreement for Construction, Operation and
Financing of Geothermal Generating Project Number Three", designated July
28, 1983, a Third Phase Agreement under the Member Services Agreements, is
hereby approved; and the Assistant Secretary is directed to send copies of
the same to the Project Participants named therein, and request that it be
approved and executed by ordinance in accordance with the terms of Section 13
thereof.
Section t. The General Manager is authorized to execute said agree.ment
on behalf of this Agency.
Vote Abstained Absent
City of - Alameda
,
Biggs
Gri dley
,.
Nealdsburg
Lodi
Lompoc
Palo Al to,
Redding
Roseville
.c.,
Santa Clara
-
Ukiah'
.
Pl uma s -Sierra
l
ADOPTED AND APPROVED this
1,� day of1983.
y.7?_r rt, i`,+
WA
ORDINANCE NO.
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF
, CALIFORNIA, APPROVING THE TERMS
AND CONDITIONS OF A MEMBER AGREEMENT BETWEEN
NORTHERN CALIFORNIA POWER AGENCY AND CERTAIN
PARTICIPATING MEMBERS AND AUTHORIZING THE
EXECUTION OF AN DELIVERY OF SAID AGREEMENT BY
OFFICERS OF THE CITY OF .
WHEREAS, pursuant to the provisions of Chapter 5,
Division 7, Title 1 of the Government Code of the State of
California, as amended (the "Joint Powers Act") , the City of
(the "City") and certain other public agencies cre-
ated pursuant to the laws of the State of California (collectively,
the "Members"), have entered into a Joint Powers Agreement (the
"Agreement") creating the Northern California Power Agency (the
"Agency"), a public entity separate and apart from the Members; and
WHEREAS, in accordance with the Agreement and the Joint
Powers Agreement the Agency proposes to acquire and construct or
cause to be acquired and constructed and to operate or cause to be
operated a project (the "Project") consisting of (i) two 55 -megawatt
geothermal generating units, and related facilities, including trans-
mission facilities to the generating tie, in the State of California,
and all rights, properties and improvements necessary therefor,
including feel and water facilities and resources, and capital
improvements thereto that may be constructed from time to time, and
interests in certain other property and rights relating thereto,
including a headquarters facility for use by the Agency in connection
with the Project; (ii) Project No. 2, subject to the rights of the
participants therein; and (iii) the refinancing of certain
Development Fund expenditures; and
WHEREAS, the City has need for an economical, reliable
source of electric power and energy to meet the demands of the cus-
tomers of its electric system, and, as such
WHEREAS, this City Council finds and determines that it is
in the best interests of the customers of the electric system of the
City for the City to enter into the Agreement for construction, oper-
ation and financing of Geothermal Generating Project Number 3 (the
"Member Agreement") in substantially the form submitted to this City
Council and dated for convenience as of July 1, 1983;
WHEREAS, this City Council finds and determines that it is
in the best interests of ,'the customers of the electric system of the
City for the City to pu-rchase electric capacity and energy of the
Project from the Agency;
WHEREAS, payments by the City pursuant to the Member
Agreement will be used in part by the Agency for payment of principal
0
of and interest on its bonds, notes
indebtedness issued in connection with the
and financing of the Project;
or other evidences of
construction, operation
NOW, THEREFORE, the City Council of the City of
does ordain as follows:
1. The City Council hereby finds and determines that the
terms and conditions of the Member Agreement (including the East
Block Entitlement Percentage and the Project Entitlement Percentage
of the City set forth in Appendix A thereto) in substantially the
form submitted to this City Council be, and the same are hereby,
approved.
2. The East Block Entitlement Percentage of the City as
set forth in Appendix A to said Member Agreement may be increased to
such percentage, not be exceed_ percent ( $)_, as shall be
determined by the of the City.
3. The Project Entitlement Percentage of the City as set
forth• in Appendix A to said Member Agreement may be increased to such
percentage, not be exceed percent ( $), as shall be deter-
mined by the of the City. '
4. The City is hereby authorized to enter into the Member
Agreement and the and the are hereby
authorized to execute and deliver the Member Agreement by and on
behalf of the City.
5. Pursuant to Section 54241 of the Government Code of the
State of California, this Ordinance is subject to the provisions for
referendum applicable to the City.
6. The City Clerk shall certify to the enactment of this
Ordinance and shall cause this Ordinance to be published in accor-
dance with Section 54242 of the Government Code of the State of
California.
7. Thirty (30) days from and after its enactment, this
Ordinance shall take effect and be in full ford, in the manner pro-
vided by law.
-2-
(c) If NCPA can purchase equivalent transmission servic
from other sources for less than the Project Participant's cost for
transmission service from the Project, as the case may be, the sales
price of such transmission service to another Project Participant or
NCPA member shall be equal to the cost of purchasing the transmission
service from such other source.
}
(d) If the alternative cost of purchasing transmission ser-
vice for other Project Participants or members of NCPA is more than
the Project Participant's cost of transmission service from the
Project, then the sales price shall be the Project Participant's cost r
from the Project plus one-half the difference between the Project
Participant's cost from the Project and the cost of transmission ser-
vice from an alternative source.
(e) NCPA shall not sell such transmission service, directly
or indirectly, in any manner, and shall not take or permit to be
taken any other action or actions, which would result in any of the
Bonds being treated as an obligation not described in Section 103(a)
of the Internal Revenue Code of 1954, as amended, by reason of clas-
sification
las-
sification of such Bond as an "industrial development bond" within
the meaning of Section 103(b) of said Code.
10. Insurance and Indemnification. NCPA shall obtain or
cause to be obtained insurance for the Project covering such risks
(including earthquakes), in such amounts and with such deductibles as
shall be determined by NCPA. NCPA shall indemnify and hold harmless
each Project Participant from any liability for personal injury or
property damage resulting from any accident or occurrence arising out
of or in any way related to the construction or operation of the
Project, provided, however, that such liability of NCPA shall be
limited to the extent the proceeds of insurance and other moneys
available to NCPA hereunder are available therefore.
11. Member Direction and Review. NCPA shall comply with
all lawful directions of the Project Participants with respect to
this Agreement, while not stayed or nullified, to the fullest extent
authorized by law. Actions of Project Participants, including giving
above directions to NCPA, will be taken only at meetings of autho-
rized representatives of Project Participants duly called and held
pursuant to the Ralph M. Brown Act or other laws applicable to such
meetings, in effect from time to time.
(a) A quorum of the Commission of NCPA for purposes of
acting upon matters related to the Project shall consist of those
Commissioners (including for all purposes of this Section 11, their
designated alternates), representing a numerical majority of the
Project Participants, or, in the absence of such, representing
Project. Participants having a combined Transmission Service Share of
at least a majority in interest at such time.
-10-
a*
(b) Special meetings of the Commission to act only
matters relating to the Project may be called by a majority of
Commissioners of Project Participants upon notice as required by
Ralph M. Brown Act or other laws applicable to such meetings,
effect from time to time.
LL_
on
the
:c
the
in
(e) At regular or special meetings of the Commission,
voting on matters relating to the Project shall be by Transmission
Service Share, 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.
(d) Notwithstanding subsection (c) of this Section 11, upon
demand of any Commissioner of any Project Participant, at any meeting
of the Commission other than a special meeting referred to in subsec-
tion (b) of this Section 11, the vote on any issue relating to the
Project shall be by Transmission Service Share at such time and 658
or greater affirmative vote shall be required to take action.
(e) Any Project Participant may veto a discretionary action
of the Project Participants relating to the Project that was not
taken by a 658 or greater Transmission Service Share 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 658 or greater of the
Transmission Service Share shall vote to override the veto.
(f) The sixty-five percent of the Transmission Service
Share specified in this Section 11 shall be reduced byy the amount
that the Transmission Service Share of any Project Participant shall
exceed 358 at such time, but such -658 shall not be reduced below a
majority in interest.
12. Term. (a) This Agreement shall not take effect
until it and/or any supplement to it provided for in Section 2(c) of
the Second Phase Agreement has been duly executed and delivered to
NCPA by Project Participants the Transmission Service Shares of
which,, in the aggregate, equal 1008, all in accordance with
Section 2(c) of the Second Phase Agreement and accompanied by an
opinion for each Project Participant of an attorney or firm of attor-
neys in substantially the form attached hereto as Appendix 9, and by
evidence satisfactory to NCPA of compliance by such Project
Participant with Section 5C of "Amended and Restated Member Agreement
for Construction, Operation and Financing of NCPA Geothermal
Generating Unit t2 Project," made as of January 1, 1980 by NCPA and
Purchasing Participating Members and in compliance with any other
-11-
7
similar requirements of other agreements between NCPA and succi
Project Participant.
(b) Notwithstanding the delay in effective date of this
Agreement until the Transmission Service Shares in the aggregate
equal 100% and the other provisions of Section 12(a) hereof have been
complied with, it is agreed by all signatories hereto that in consid-
eration for NCPA's signature hereto, and for its commitment to use
its best efforts to obtain the commitment for Transmission Service
Shares in the aggregate equal to 100%, each Project Participant upon
its execution and delivery of this Agreement to NCPA along with
required opinion and any required evidence of compliance as required
by Section 12(a) hereof shall be immediately bound not to withdraw
its respective offer herein made to enter into this Agreement as exe-
cuted and/or supplemented or to decrease or terminate its
Transmission Service Share before January 1, 1984. Such a decrease
or termination by a Project Participant may be made only if this
Agreement has not taken effect before January 1, 1984 and only by
giving written notice thereof to NCPA between January 1, and
January 15, 1984.
(c) Notwithstanding the foregoing, each Project Participant
shall be entitled to decrease or terminate its Transmission Service
Share upon giving written notice thereof to NCPA within fifteen
(15) days after January 1, 1986, if by January 1, 1986 NCPA shall not
have issued any Bonds secured by this Agreement.
(d) The term of this Agreement shall continue until the
later of (i) the expiration of the useful life of the Project, or
(ii) the date on which all Bonds issued have been retired, or full
provisions made for their retirement, including interest until their
retirement date; provided, however, that in no event shall the term
of this Agreement extend beyond the date of termination of NCPA. In
the event of the termination of the existence of NCPA it is the
intent of the Project Participants that the Agreement be construed as
an Agreement among the Project Participants.
13. Termination and Amendments. This Agreement shall
not be subject to termination by any party under any circumstances,
whether based upon the default of any other party under this
Agreement, or any other instrument, or otherwise, except as specifi-
cally provided herein.
Except as otherwise provided in this Agreement, so long as
any Bonds are outstanding and unpaid and funds are not set aside for
the payment or retirement thereof in accordance with the applicable
Bond Resolution, this Agreement shall not be amended, modified cr
otherwise changed or rescinded by agreement of the parties without
the consent of each Trustee for Bonds whose consent is required under
the applicable Bond Resolution.
-12-
14. Member Service Agreement. T h i s Agreement i s d
service schedule and a third phase agreement attached to and incorpo-
rated into the Member Service Agreement. This Agreement shall be
construed as the more specific terms governing the general relation-
ship between the parties set out in the Member Service Agreement in
connection with the Project.
15. Second Phase Agreement. The Second Phase Agreement
is superseded by this Agreement, except that section 4 thereof shall
remain in effect as provided by section 5 of the Second Phase
Agreement unless changed by formal action of all of the Project
Participants. Said section 4 is as follows:
"Section 4. Conditional Repayment to Members. All
payments and advances made heretofore, and those hereafter
made pursuant to Section 1, excluding interest paid on
delinquent payments shall be repaid to each of the entities
making such payments and advances pursuant to this
Agreement out of the proceeds of the first issuance of the
Project bonds or as and when there are sufficient funds
available from the partial sale of bonds. Such reimburse-
ments shall be made within 60 days following the sale of
any Project bonds and shall include interest computed
monthly at a rate equivalent to the end of the month prime
rate of the Bank of America NT&SA. Any interest due under
the third paragraph of section 1 of this Agreement and
unpaid shall be deducted from the repayments. If NCPA
determines to construct transmission facilities, but is not
successful in obtaining approval therefor from the
California Energy Commission (CEC), there shall be no reim-
bursement except out of unused Project funds including
those then in the Working Capital and Contingency Fund
account along with all other receipts to which NCPA is
entitled in connection with the Project."
16. Miscellaneous. The headings of the sections hereof
are inserted for convenience only and shall not be deemed a part of
this Agreement.
If any one or more of the covenants or agreements provided
in this Agreement to be performed should be determined to be invalid
or contrary to law, such covenant or agreement shall be deemed and
construed to be severable from the remaining covenants and agreements
herein contained and shall in no way affect the validity of the
remaining provisions of this Agreement.
This Agreement 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.
-13-
IN WITNESS WHEREOF each Project Participant has executed`��
this Agreement with the approval of its governing body, and caused
its official seal to be affixed and NCPA has executed this Agreement
in accordance with the authorization of its Commission.
NORTHERN CALIFORNIA POWER
AGENCY
By
And
CITY OF ALAMEDA
By
And
CITY OF BIGGS
By
And
CITY OF GRIDLEY
By
And
HEALDSBURG
By
And
CITY OF LODI
by
z,nd
CITY OF LOMPOC
By
and
-14-
CITY OF PALO ALTO
By
and
CITY OF ROSEVILLE
By
and
CITY OF UKIAH
By
and -
PLUMAS-SIERRA RURAL
ELECTRIC COOPERATIVE
By
and
Project
Participant
City of Alameda
City of Biggs
City of Gridley
City of Bealdsburg
City of Lodi
City of Lompoc
City of Palo Alto
City of Roseville
City of Ukiah
Plumas-Sierra Rural
Electric Cooperative
Total
-15-
Transmission
Service
Share
30.3590%
.4082
.7103
6.6068
21.3255
6.6194
8.2342
14.1756
10.0963
1.4657
100.000%
FORM OF OPINION OF COUNSEL
Northern California Power Agency
8421 Auburn Boulevard
Suite 160
Citrus Heights, California 95610
Dear Sirs:
I am acting as counsel to the (the "Project
Participant") under the Agreement for Construction, Operation and
Financing of the Transmission Project dated as of July 1, 1983 (the
"Agreement") among the Project Participant, the Northern California
Power Agency (the "Agency") and certain other entities (the "Project
Participants") , and I have acted as counsel to the Project
Participant in connection with the matters referred to herein. As
such counsel I have examined and am familiar with (i) those documents
relating to the existence, organization and operation of the Project
Participant, (ii) all necessary documentation of the Project
Participant relating to the authorization, execution and delivery of
the Agreement and (iii) an executed"counterpart of the Agreement.
Based upon the foregoing and such examination of law and
such other information, papers and documents as I deem necessary or
advisable to enable me to render this opinion, including the
Constitution and laws of the State of California together with the
charter, other governing instruments, ordinances and public proceed-
ings of the Project Participant, I am of the opinion that:
1. The Project Participant is Estate form of
organization] duly created, organized and
existing under the laws of the State of California and duly
qualified to furnish electric service within said State.
2. The Project Participant has full legal right,
power and authority to enter into the Agreement and to
carry out and consummate all transactions contemplated
thereby, and the Project Participant has complied with the
provisions of applicable law in all matters relating to
such transactions.
3. The Agreement has been duly authorized, executed
and delivered by the Project Participant, is in full force
-16-
and effect as to the Project Participant in accordance with
its terms assuming the other Project Participants have com-
plied with the requirements of Section 12(a) of such
Agreement and, assuming that the Agency has all the requi-
site power and authority, and has taken all necessary
action, to execute and deliver such Agreement, constitutes
the legal, valid and binding obligation of the Project
Participant enforceable in accordance with its terms.
4. Payments by the Project Participant under the
Agreement will constitute an operating expense of the
Project Participant and are to be made solely from the
Revenues of its Electric System as provided in Section 5(c)
of the Agreement.
5. No approval, consent or authorization of any gov-
ernmental or public agency, authority or person is required
for the execution and delivery by the Project Participant
of the Agreement, or the performance. by the Project
Participant of its obligations thereunder.
6. The authorization, execution and delivery of the
Agreement and compliance with the provisions thereof will
not conflict with or constitute a breach of, or default
under, any instrument relating to the organization, exis-
tence or operation of the Project Participant, any commit-
ment, agreement or other instrument to which the Project
Participant is a party or by which it or its property is
bound or affected, or any ruling, regulation, ordinance,
judgment, order or decree to which the Project Participant
(or any of its officers in their respective capacities as
such) is subiect or any provision of the laws of the State
of California relating to the Project Participant and its
affairs.
7. There is no action, suit, proceeding, inquiry or
investigation at law or in equity, or before any court,
public board or body, pending or, to my knowledge, threat-
ened against or affecting the Project Participant or any
entity affiliated with the Project Participant or any of
its officers in their respective capacities as such (nor to
the best of my knowledge is there any basis therefor) ,
which questions the powers of the Project Participant
referred to in paragraph 2 above or the validity of the
proceedings taken by the Project Participant in connection
with the authorization, execution or delivery of the
Agreement, or wherein any unfavorable decision, ruling or
finding would materially adversely affect the transactions
contemplated by the Agreement, or which, in any way, would
adversely affect the validity or enforceability of the
Agreement.
-17-
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The opinion expressed in paragraph 3 above is qualified to .
the extent that the Agreement enforceability of the may be limited by
any applicable bankruptcy, insolvency, debt adjustment, moratorium,
reorganization, or other similar laws affecting creditors' rights
generally or as to the availability of any particular remedy.
This opinion is rendered only with respect to the laws of
the State of California and the United States of America, and is
addressed only to the Agency. No other person is entitled to rely on
this opinion, nor may you rely on it in connection with any transac-
tions other than those described herein.
[Note: Where it shall be necessary for the Project
Participant to obtain the authorization or approval of a Federal,
state or local regulatory authority relating to such Project
Participant's performance under the Agreement, the form of opinions
set forth in paragraphs 21 3 and 5 hereof may be appropriately
adjusted to reflect the necessity for such authorization or approval
and paragraph 4 hereof shall be adjusted to include therein an excep-
tion thereto specifically describing thn requisite authorization or
approval and stating that it has been duly given or obtained and is
in full force and effect.)
Very truly yours,
-18-
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ti � �., C' .. . t , t*'� .. i . !t„ �;. _ �. .r- '�, /i4 r rY. ;. . 4� '�'4.�g'�',L.; , -+�•
1�
f 1'
Northern California Power Agency `� r�
7 :t 1r ,•v
8421 Aut>urn Boulevard. Suite 160 Citrus Heights, California 95610 ,
ROBERT E. GRIMSHAW rITY CLERK
General Manager (.: i ;.t=
(916) 722-7815
August 2, 1983
TO: Participants in the Combustion Turbine Generating Facilities
FROM: Gail Sipple
SUBJECT: Second Phase Agreement
Pursuant to the Commission meeting of July 28, 1983, enclosed is the Agree-
ment for Financing of Planning and Development Activities for Construction
of Combustion Turbine Generating Facilities (Second Phase), to be presented
to your governing body for approval.
Although Resolution No. 83-48 (attached) requests that the agreement be approved
by resolution on or before August 29, 1983, the agreement itself requests ap—
proval on or before September 1, 1983, which is the correct date to follow.
Resolution No. 83-48 will be amended at the next Commission meeting to reflect
the September 1, 1983 date.
Upon approval, please return to me a signed copy of the agreement along with
your resolution authorizing its approval.
By copy of this letter, .1 am also forwarding this document to your City Clerk
for processing.
If you have any questions, please contact me or Dennis Dudzik.
Yours truly,
GAVis IPPLE
Executive Assistant
Enc.
RESOLUTION NO. 8348
NORTHERN CALIFORNIA POWER AGENCY
Revised
7/21/83
BE IT RESOLVED BY THE COMriISSION OF THE NORTHERN CALIFORNIA POWER AGENCY,
as follows:
Section 1. The form of "Agreement for Financing of Planning and Develop-
ment Activities for Construction of Combustion Turbine Generating Facilities"
presented to this meeting is hereby approved.
Section 2. The General Manager is authorized and directed to transmit
such Agreement to the members with a request that they authorize its execution
by resolution on or before August 29, 1983.
Section 3. Subject to the execution of the agreement, the General Manager
is hereby authorized and directed to enter into a contract with EBASCO
Services, Inc. under the general terms of EBASCO's proposal (dated July 20,
1983'. The total' airount payable under the agreement for such services shall not
exceed $46,500, without further authorization of this Commission.
Vote Abstained Absent
City of -Alameda
Biggs
GridleyC
Healdsburg
Lodi
Lompoc
Palo Alto_
Redding Z, _
Roseville
Santa
osevi1leSanta Clara _
Ukiah
PTumas-Sierra 41
J
ADOPTED AND APPROVED this day of 1983.
C
AGREEMENT
FOR
FINANCING OF PLANNING AND DEVELOPMENT ACS"IVITIES
FOR CONSTRUCTION OF COMBUSTION TURBINE GENERATING FACILITIES
This Agreement dated as of August 1, 1983, by and between
Northern California Power Agency, a joint powers agency of the
State of California, hereinafter called "NCPA" and those of its
members who execute this Agreement, hereinafter called "Project
Members", witnesseth:
WHEREAS, NCPA's 1983-2002 System Integration Plan has
identified the need for peaking capacity to offset certain period
peaking and reserve capacity which will be purchased from others,
and has indicated that by early installation of combustion tur-
bines, some $17 million of economic benefits may be realized; and
WHEREAS, NCPA and the Project Members desire to investigate
the cost and feasibility of installing such combustion turbinest
and
WHEREAS, the cost of such investigation of installing. such
combustion turbine facilities (hereinafter referred to as the
"Project") is estimated to be $550,004.00; and
WHEREAS, the Project Members desire to enter into a second
phase agreement pursuant to the Member Service Agreements dated
February 12, 1981, in order to formalize their understanding
regarding sharing of the benefits and burdens associated With
their participation in the Project;
NOW THEREFORE, the parties hereto agree as follows:
Section 1. Obligation Formalized -Percentage Participation
Collection and Documentation. Each Project Member hereby agrees
to continue to pay or advance to NCPA, from its electric depart-
ment revenues only, its percentage share of the costs authorized
by Project Members in accordance with this Agreement in connec-
tion with its participation in the Project. Each Project Member
further agrees that it will fix the rates and charges for
services provided by its electric department so that it will at
all times have sufficient money in its electric department reve-
nue funds to meet this obligation. The percentage particfDation
of each NCPA member which has tentatively determined to be a
Project Member is initially established as follows:
Alameda
Biggs
Gridley
Lodi
Healdsburg
Lompoc
Palo Alto
Redding
Roseville
Santa Clara
Ukiah
Plumas-Sierra R.E.C.
Total
100. 901A
The above participation percentages shall be revised pro-
portionately if less than all of the above NCPA members become
Project Members, and thereafter if and when any Project Member
withdraws in whole or in part. Any Project Member wholly with-
drawing shall thereupon cease to be a Project Member for all
purposes except for purposes of Section 4.
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Hereafter, NCPA shall demand from each Project Member its
share of its agreed to financial commitment on a concurrent
basis. Any part of such demand by NCPA which remains unpaid for
sixty days after its billing date shall bear interest from such
sixtieth day at the prime rate of the bank of America NTiSA thein
in effect comput-Ad on a daily basis plus two percent until paid.
Interest so earned shall not change any Project Member's parti-
cipation percentage, and shall become a part of the working
capital fund defined below.
The funds advanced according to this Section 1 shall be
used to establish a working capital fund it and when approved by
the Project Members, and in an amount and subject to any limita—
tions approved by the Project Members.
Section 2. Limited Rights to Participate In Final
Implementation and Financing.
(a) Discretion - Disposition of Combustion Turbine
Capacity. In consideration of the payments provided for in Sec—
tion 1 hereof each Project Member who has not wholly withdrawn,
or who is not then in default shall have an exclusive option to
enter into a Third Phase Agreement for all or a part of its
participation percentage of all combustion turbine capacity for
use by NCPA members pursuant to this Agreement.
(b) Increase in Purchases. A Project Member can, at
the time of entering into the Third Phase Agreement, purchase
more than its participation percentage of the Project capacity
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D,
if additional capacity is available by reason of the non -
participation in the Third Phase Agreement by one or more Project
Members. Such excess capacity shall be reallocated among those
who do participate in the same proportion as their shares bear
to the total shares of those who do participate. If Project
Members so entitled do not wish to contract for all the excess
capacity, such remaining excess shall be disposed of as agreed
-o by the Project Members.
(c) Exercise and Effect of Taking Less Than Full
Entitlement. The Project Members shall establish the terms and
provisions of an agreement to purchase combustion turbine capa-
city of the Project prior to the expiration of this Agreement,
to be known as the Third Phase Agreement. They shall also
establish the date by which the Third Phase Agreement must be
executed by Project Members and delivered to NCPA if they are to
participate in the purchase of capacity from the Project.
Failure to execute the Third Phase Agreement for any of its total
participation share and to deliver it to NCPA by that date or
30 days after member receipt, whichever is later, will be an
irrevocable decision on part of that Project Member not to
purchase any such capacity. Execution and delivery of the Third
Phase Agreement for less than its total participation percentage
and delivery of that Project Member executed agreement to NCPA
by the date established or 30 days after Project Member's
receipt, whichever is later, will likewise be an irrevocable
decision on the part of that Project Member not to purchase any
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such combustion turbine capacity in excess of the share set forth
in its delivered agreement. Supplemental agreements or other
agreements will be entered into for the excess or surplus capa-
city. The procedure for processing supplemental agreements shall
be consistent with those prescribed immediately above in this
subsection (c) for making purchases of capacity. Failure to
return an executed agreement for any iditional combustion
turbine capacity within the prescribed period is an irrevocable
decision not to purchase such additional capacity. The Project
Member making any herein defined irrevocable decision not to
purchase all of its share of combustion turbine capacity shall
be foreclosed from utilizing, and shall be relieved of further
burdens related to, capacity which it has declined to purchase.
Section 3. Member Direction and Review. NCPA shall comply
with all lawful directions of the Project Members with respect
to this Agreement, while not stayed or nullified, to the fullest
extent authorized by law. Actions of Project Members, including
giving above directions to NCPA, will be taken only at meetings
of authorized representatives of Project Members duly called and
held pursuant to the Ralph M. Brown Act. Ordinarily, voting by
representatives of Project Members will be on a one member/'one
vote basis, with a majority vote required for action= however,
upon request of a Project Member representative, the voting on
an issue will be by percentage participation with 65% or more
favorable vote necessary to carry the action.
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Any decision related to the Project taken by the favorable
vote of representation of Project Members holding less than 65% r
of percentage participation can be reviewed and revised if a
Project Member holding any participation percentage gives Notice
of Intention to seek such review and revision to each other
Project Member within 48 hours after receiving written notice of
such action. If such Notice of Intention is so given, any action
taken specified in the notice shall be nullified, unless the
NCPA Commissioners of Project Members holding at least 65% of
the total participation percentage then in effect vote in favor
thereof at a regular or specially called meeting of Project
Members. If the Notice of Intention concerned a failure to act,
such action shall nevertheless be taken if NCPA Commissioners of
Project.Members holding at least 65% of the total Participation
Percentage vote in favor thereof at a regular or specially called
meeting of Project Members.
Section 4. Conditional Repayment to Members. All payments
and advances made heretofore, and those hereafter made pursuant
to Section It excluding interest paid on delinquent payments,
shall be repaid to each of the entities making such payments and
advances pursuant to this Agreement out of the proceeds of the
first issuance of the Project bonds or as and when there are
sufficient funds available from partial sale of bonds. Such
reimbursements shall be made within 60 days following the sale
of any Project bonds and shall include interest computed monthly
at a rate equivalent to the end of the month prime rate of the
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Bank of America NUSA. Any interest due under the third para-
graph of Section 1 of this Agreement and unpaid shall be deducted
from the repayment. If NCPA determines,to construct combustion
turbine facilities, but is not successful 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 receipts to which NCPA Is entitled in connection
with the Project.
Section 5. Term. This Agreement shall take effect on
August 1, 1983, but only if approved by NCPA members holding 85%
of the initial percentage participation prior to September 1,
1983 and executed by such members prior to September 15, 1983.
This Agreement shall not be binding upon Plumas-Sierra Rural
Electric Cooperative until approved in writing by the
Administrator of the Rural Electrification Administration. This
Agreement shall be superseded by the Third Phase Agreement,
except that Section 4 shall remain in effect. Changes may be
made in this Section 5, except as to the continued effectiveness
of Section 4, in accordance with Section 3 hereof.
Section 6. Financial Commitments. Each Project Member
agrees to a total financial commitment for its respective per-
centage participation of a total of $56,50.0 principal amount`
plus interest thereon, if any, including payments and advances
heretofore made, as authorized and approved by Project Members.
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From time to time as needs arise,
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representatives of project
Members may, by a favorable vote as provided in Section 3,
authorize an increase in NCPA's financial commitment which can
be shown to support the completion of the Project but only after
30 days' written notice of such proposed increase has been given
to all Project Members.
Section 6A. Assignment. (a) Notwithstanding any other
provision of this Agreement, if NCPA shall require funds to carry
out the terms of this Agreement prior to the receipt of adequate
funds from the Project Members, it may assign its right to
receive any payments under this Agreement to a bank or other
financial institution to secure a borrowing by NCPA or in
exchange for an amount of money equal to the then present value
of those payments as determined by NCPA. Project Members hereby
consent to such assignment, and upon notification in writing by
NCPA, each such Project Member will make each such assigned
payment directly to the assignee. The assignee shall not be
liable to Project Members for the amounts as assigned, and NCPA
shall use the proceeds of such borrowing or assignment for the
purposes provided in this Agreement.
If an assignment is made under this section, then upon
the failure of any Project Member to make any payment so
assigned, the Percentage Participation of each non -defaulting
Project Member shall be automatically increased for the term of
the assignment pro rata with that of the other non -defaulting
Project Members, and the defaulting Project Member's Percentage
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Participation shall (but only for purposes of computing the
respective Percentage Participation of the non -defaulting Project
Members) be reduced correspondingly; provided that the sum of
such increase for any non -defaulting Project Member shall not
exceed without written consent of the non -defaulting Project
Members an accumulated maximum of 258 of the non -defaulting
Project Member's original Percentage Participation.
If the Project Member shall fail or refuse to pay any
amounts due to NCPA, the fact that other Project Members shall
increase their obligations to make such payments shall not
relieve the defaulting Project Member of its liability for such
payments and any Project Member increasing such obligation shall
have a right of recovery from the defaulting Project Member to
the extent bf such respective increase.
In addition, NCPA may terminate the provisions of this
Agreement insofar as they entitle the defaulting Project Member
to its Percentage Participation of Project output.
(b) For the purposes of such assignment, NCPA may fix
and schedule the total amount payable by each Project Member
into any number of semi-annual payments, not less than four nor
to exceed ten, and the dates on which such payments will be made,
and each Project Member agrees to abide by such schedule. NCPA
shall provide a reasonable opportunity for any Project Member to
prepay its total obligation.
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(c) After such an assignment is made, no Project
Member may avoid the obligation so assigned by withdrawal
pursuant to section 7 hereof or otherwise.
(d) It NCPA makes an assignment pursuant to this
section, it may transfer any or all of its rights and duties to
a nonprofit corporation formed to act on behalf of NCPA if the
voting power of the members of such corporation is distributed
in the same manner as that provided in sections 3 and 8 of this
Agreement.
Section 7. Withdrawal From Further Participation. If at
any time following the execution of this Agreement, there is an
increase in NCPA's financial commitment, Project Members may
partially withdraw, i.e., from partici,pation in the increase, of
may withdraw wholly from the Project. Such withdrawal shall be
subject to honoring any commitments made by them or on their
behalf pursuant to authorization of this Agreement. To withdraw,
such Project Members shall give NCPA written notice of such
withdrawal, in part or in whole, within thirty (30) slays of the
receipt of the notice by them of the increase.
Section S. Voting; Rights and Duration. A Project Member
is participating for purposes of Section 3 percentage voting
until it completely withdraws, but a partial withdrawal will
result in a reduction in its percentage participation to the
ratio of its payments after such withdrawal to the total amount
of payments by all Project Members after such withdrawal. When
the Third Phase Agreement is executed, or revised, revised
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participation percentages for voting shall be established by �.
dividing the amount of capacity agreed to be purchased by each
Project Member by the total amount of such capacity to be
purchased by all Project Members except that the 658 of per-
centage participation specified in Sections 3 and 9 shall be
reduced by the amount that the percentage participation of any
Project Member shall exceed 358, but such 658 shall not be
reduced below 508.
Section 9. Quorum Defined. The presence of either a
majority of the Project Members, or of Project Members then
having a combined participation percentage of at least 658 shall
constitute a quorum for the purpose of action. If no quorum is
present at a regular meeting of such Project Members, the absent
Project Members shall pay $50 each, the money to be paid in -to
the working capital fund of the Project.
IN WITNESS WHEREOF, each Project Member has executed this
Agreement with the approval of its governing body, and caused
its official seal to be affixed, and NCPA has authorized this
Agreement in accordance with the authorization of its Commission.
NORTHERN CALIFORNIA POWER AGENCY CITY OF ALAMEDA
By:
By:
CITY OF RIGGS
By:
By•
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By;
By:
CITY OF REDDING
By:
By:
i
By: By:
By: By:
CITY OF HEALDSBURG CITY OF SANTA CLARA
By: By:
By: By:
By: By:
CITY OF LOMPOC PLUMAS-SIERRA RURAL ELECTRIC
COOPERATIVE
By: By:
By: By:
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PHASE II PROJECT"PARTICIPATION PERCENTAGES
FOR FINANCING OF PLANNING AND DEVELOPMENT ACTIVITIES
FOR CONSTRUCTION OF COMBUSTION TURBINE GENERATING ACTIVITIES
City
Mot
Percent
Alameda
6
12.00%
Biggs
0
0.00
Gridley
0
0.00
Healdsburg
3
6000
Lodi
25
50.00
Lompoc
3
6.00
Palo Alto
0
0.00
Plumas-Sierra
1
2.00
Redding
0
0.00
Roseville
7
14.00
Santa Clara
0
0.00
Ukiah
5
10.00
Total
50 14W
100.0Ox
DAD
7/26/83