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HomeMy WebLinkAbout81-12 1 2 3 4 5 6 7 8 9 10 11 12 i3 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RESOLUTION NO. 81.-12 RESOLUTION OF THE CITY OF UKIAH CONSENTING TO AN AMENDMENT TO THE AMENDED AND RESTATED MEMBER AGREEMENT FOR CONSTRUCTION, OPERATION AND FINANCING OF NCPA PROJECT #2 WHEREAS, this City has authorized the execution of an "Amended and Restated Member Agreement for Construction, Operation and Financing of NCPA Geothermal Generating Unit #2 Project" (herein"Agreement") as one of the Participating Members therein; and WHEREAS, Plumas-Sierra Rural Electric Cooperative, which is also a Participating Member in such Project, desires to add a provision to paragraph 5(c) of such agreement to meet the requirements of the Administrator of the U. S. Rural Electrification Administration, to wit: and "NotWithstanding the foregoing, none of the provisions contained in this section 5C shall be construed as affecting the right of Plumas-Sierra Rural Electric Cooperative to issue additional notes under and pursuant to its existing security instruments, as the same may be from time to time amended or supplemented, securing loans made by the United States of America acting through the Administrator of the Rural Electrification Administration and by the National Rural Utilities Cooperative Finance Corporation." WHEREAS, such addition has been approved by the Development Fund Committee and Executive Committee of NCPA; now, therefore, be it RESOLVED BY THE COUNCIL OF THE CITY OF UKIAH, as follows: 1. This City hereby consents to the addition to Section 5C of the Agreement of the language set out in the recitals hereto, and the appropriate City officials are authorized and directed to execute any supplemental or replacing agreements to accomplish the result provided for herein. 2. This City further consents to any modification of the above language which the Administrator may require and which the NCPA Commission or Executive Committee may determine to be appropriate, or to have only a minor effect on the financing of such Project and which does not affect this City's right to power from the project. 3. If the requirements of the Administrator cannot be satisfied in accordance with this resolution within the time determined to be appropriate by the Chairman of NCPA, this City consents to the disposal of the interests of Plumas-Sierra to other Purchasing Participating Members substantially in accordance with the procedures used in the case of the City of Biggs, except no further consent of the City shall be required. ,L 10 I1 12 13 14 15 16 17 18 19 2O 21 22 23 24 25 26 27 28 PASSED AND ADOPTED this 16th day of .July by the following roll call vote: AYES: Councilmember Riley, Feibusch, Snyder, Myers, Hickey NOES: None ABSENT: None , 1980, City Clerk -2- d-~ft 7/11/80 #2922A SHELL MEMBER SUPPLEMENT 2 This Agreement, made as of July 1, 1980, 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 have contracted with it to be Purchasing Participating Members under the "Amended and Restated Member Agreement for Construction, Operation and Financing of NCPA Geothermal Generating Unit No. 2 Pro3ect," made as of January 1, 1980, as amended by Shell Member Supplement 1, made as of May 1, 1980, herein- after called "Shell Member Agreement," witnesseth: WHEREAS Plumas-Sierra Rural Electric Cooperative, an associate member of NCPA and a Purchasing Participating MemDer under the Shell MemDer Agreement, desires to add the provision hereinafter set out to that Shell Member Agreement to meet the requirements of the Administrator of the U. S. Rural Electrification Administration; and WHEREAS NCPA and the other Purchasing Participating MemDers are willing to make the said addition; now there- fore the parties hereto agree as follows: Section 1. The Shell MemDer Agreement is hereby amended to add to section 5C, at the end thereof, the fol- lowing: "Notwithstanding the foregoing, none of the provisions contained in this section 5C shall be consnrued as affecting the right of Plumas- Sierra Rural Electric Cooperative to issue addi- tional notes under and pursuant to its existing secority instruments, as the same may be from time to time amended or supplemented, securing loans made by the United States of America acting through the Administrator of the Rural Electri- fication Administration and by the National Rural Utilities Cooperative Finance Corporation. Section 2. Except as hereinabove provided, the Shell MemOer Agreement shall remain in full force and effect. IN WITNESS WHEREOF each Purchasing Participating 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 accord- ance with the authorization of its Co=~ission. NORTHERN CALIFORNIA POWER AGENCY CITY OF ROSEVILLE By By And And CITY OF ALAMEDA CITY OF SANTA CLARA By By And CITY OF GRIDLEY By And CITY OF HEALDSBURG By And And C I Tlr--OF, UKIAH ...... // /./ i ' . / .' - . / ,' PLU~S-SIERRA RURUAL ELECTIC COOPE~TIVE By And -2- CITY OF LODI By And CITY OF LOMPOC By And C .ft 6/26/80s #2377A AGREEMENT FOR FINANCING OF PLANNING AND DEVELOPMENT ACTIVITIES FOR RECAPTURE OF THE FEATHER RIVER PROJECT This Agreement made as of 3une 23, 1980, by and between the 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 proposes to file an application with the Federal Energy Regulatory Commission (FERC) for a license for the constructed Rock Creek-Cresta Project No. 1962 hereinafter called the "Project", not later than September 16, 1980; and WHEREAS, NCPA will be obliged to pay costs associated with said proceedings before the FERC, the total of which is now estimated to be approximately $750,000; and WHEREAS, the NCPA Commission has taken action authorizing its staff to pursue recapture of the Project jointly with muni- cipal systems located in Southern California hereinafter called "Southern Cities"; and WHEREAS, it is desirable that the Project Members formalize their understanding regarding sharing of the benefits and bur- dens associated with their participation in the FERC proceedings on the Project; NOW THEREFORE, the parties hereto agree as follows: · Section 1. Obligation Formalized-Percentage Particiption- 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 FERC proceedings on the Project before the Federal Energy Regulatory Commission. 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 revenue funds to meet this obligation. The percent- age participation of each Project Member is initially estab- lished as follows: Alameda 8.69% Biggs 0.35 Gridley 0.85 Healdsburg 1.41 Lodi 9.17 Lompoc 2.00 Palo Alto 20.14 Redding 13.11 Roseville 6.37 Santa Clara 33.16 Ukiah 2.78 Plumas-Sierra R.E.C. 1.97 100.0~% The participation percentage of each Project Member shall be revised proportionately if less than all NCPA members become Project Members on the effective date hereof, and thereafter if and when any Project Member withdraws in whole or in part. Any Project Member wholly withdrawing shall thereupon cease to be a -2- Project Member for all purposes except for purposes of Section 4. Hereafter, NCPA shall demand from each Participating Member its share of its agreed to financial commitment on a co,current basis. Any part of soch demand by NCPA which remains unpaid for sixty days after its billing date shall bear interest from such sixtieth day at the prime rate of the Bank of America NT&SA then in effect compoted on a daily basis plus two percent until paid. Interest so earned shall not change any Project Member's participation percentage, and shall become a part of the working capital fund defined below. The funds advanced according to this Section 1 shall be used to establish a working capital fund if and when approved by the Project Members, and in an amount and sobject to any 'limitations approved by the Project Members. Section 2. Limited Rights to Participate In/Form Implemen- tation and Financing. (a) Discretion - Disposition of Power. In con- sideration of the payments provided for in Section 1 hereof each Project Member who has not wholly withdrawn, or who is not t~en in default shall have an exclusive option to enter into a contract for all or a part of its participation percentage of all power made available to NCPA under the Memorandum. (b) Increase in Purchases. A Project Member can, at the time of entering into its Final Power Contract, purchase more than its participation percentage of Project power if -3- additional power is available by reason of the non-participation in the Final Power Contract by one or more Project Members. Soch excess power 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 power, soch remaining excess shall be disposed of as agreed to by the Project Members. (c) Exercise and Effect of Taking Less Than Foil Entitlement. The Project Members shall establish the terms and provisions of an agreement to porchase power of the Project prior to the expiration of this Agreement, to be known as the Final Power Contract. They shall also establish the date by which the Final Power Contract most be execoted by Project Members and delivered to NCPA if they are to participate in the purchase of power from the Project. Failure to execote the Final Power Contract 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 porchase any soch power. Execution and delivery of the Final Power Contract for less than its total participation percentage and delivery of that Project Member executed agreement to NCPA by the date estab- lished or 30 days after Project Member's receipt, whichever is later, will likewise be a, irrevocable decision on the part of that Project Member not to porchase any soch power in excess of the share set forth in its delivered agreement. Sopplemental -4- agreements or other agreements will be entered into for the excess or surplus power. The procedure for processing supple- mental agreements shall be consistent with those prescribed i~ediately above in this subsection (c) for making purchases of power. Failure to return an executed agreement for any additional power within the prescribed period is an irrevocable decision not to purchase such additional power. The Project Member making any herein defined irrevocable decision not to purchase all of its share of power shall be foreclosed from receiving, and shall be relieved of further burdens related to, power 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, wit'b a majority vote required for action; bow- ever, upon request of a Project Member representative, the voting on an issue will be by percentage participation with 65% or more favorable vote necessary to carry the action. Any decision related to the Project taken by the favorable vote of representation of Project Members holding less than 65% of percentage participation can be reviewed and revised if a -5- Project Member holding any participation percentage gives Notice of Intention to seek such review and revision to each other Project Member within 48 boors after receiving written notice of such action. If soch Notice of Intention is so given, any action taken specified in the notice shall be nolli- fled, 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 regolar or specially called meeting of Project Members. If the Notice of Intention con- cerned 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. Ail payments and advances made porsuant to Section 1 excluding interest paid on delinquent payments shall be repaid to each of the entities making such payments and advances pursuant to this Agreement out of the proceeds of the first issuance of the Project bonds or as and when there are sufficient funds available from partial sale of bonds. Such reimbursements shall be made within 60 days following the sale of any Project bonds and shall include interest computed monthlY at a rate equivalent to the end of the month prime rate of the Bank of America NT&SA. Any interest due under the third paragraph of section 1 of this Agreement and unpaid shall be deducted from the repayment. If NCPA and Southern Cities are not successful in obtaining a Project license from FERC, there shall be no reimbursement -6- except oot of onused Project funds incloding those then in the Working capital and Contingency Fond accoont, along with all other receipts to which NCPA is entitled in connection with the Project. Section 5. Term. This Agreement shall take effect on September 1, 1980, or whenever execoted by NCPA members holding 85% of the initial percentage participation, whichever is later, and it shall not take effect at all if not in effect by October 1, 1980. This Agreement shall be soperseded by the Final Power Contract which Project Members shall enter any time prior to the issuance of the FERC license, hot in no event later than 60 days after the receipt of the FERC license, por- suant to Section 2, except that Section 4 shall remain in effect. Changes in this provision, except as to Section 4, shall be in accordance with Section 3 hereof. Section 6. Financial Commitments. Each Project Member agrees to a total financial co~nitment for its respective per- centage participation of the NCPA share of a total of $750,000 in costs, including payments a~d advances heretofore made, ss authorized and approved by Project Members. This is the total estimated budget for these proceedings until FERC issues the Project license. Soch NCPA share is 53.4%, subject to execo- tion of a final agreement with Southern Cities, and this Agreement shall not take effect ontil and unless such final agreement with Southern Cities is executed. -7- 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 commit- ment which can be shown to sopport the completion of the Project hot only after 30 days' written notice of soch proposed increase has been given to all Project Members. Section 7. Withdrawal From Forther Participation. If st any time following the execotion of this Agreement, there is an increase in the financial commitment, Project Members may partially withdraw, i.e., from participation in the increase, or may withdraw wholly from the Project. Such withdrawal shall be sobject to honoring any commitments made by them or on their behalf pursuant to authorization of this Agreement. To with- draw, such Project Members shall give NCPA written notice of such withdrawal, in part or in whole, within thirty (30) days of the receipt of the notice by them of the increase. Section 8. Voting Rights and Doration. 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 Final Power Contracts agreements are executed, or revised, revised participation percentages for voting shall be estab- lished by dividing the amount of power agreed to be purchased by each Project Member by the total amount of power to be pur- chased by all Project Members except that the 65% of percentage -8- participation specified in sections 3 and 9 shall be reduced by the amount that the percentage participation of any Project Member shall exceed 35%, but such 65% shall not be reduced below 50%. Section 9. Quorum Defined. The presence of either a majority of the Project Members, or of Project Menibers then having a combined participation percentage of at least 65% shall constitute a quorum for the purpose of action. If no quorum is present at a regular meeting of such Project Members, the absent Project Members shall pay $50 each, the money to be paid into the working capital fund of the Project. IN WITNESS WHEREOF, each Project Member has executed this Agreement with the approval of its governing body, and caused its official seal to be affixed, and NCPA has authorized this Agreement in accordance with the authorization of its Co~nission. NORTHERN CALIFORNIA POWER AGENCY CITY OF PALO ALTO By · By. By: By: CITY OF ALAMEDA CITY OF REDDING By: By: By: By: -9- CITY OF BIGGS By: By: CITY OF ROSEVILLE By: By: CITY OF GRIDLEY By: By: CITY OF HEALDSBURG By: By: CITY OF LODI By: By: CITY OF LOMPOC By: By: CITY OF SANTA CLARA By: By: · CITY/qDF 'URIAH ~-' .. ~ PLUMAS-S1ERRA RURAL ELECTRIC COOPERATIVE By: By: -10-