Loading...
HomeMy WebLinkAbout81-14 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 RESOLUTION NO. 81-14 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF UKIAH AUTHORIZING EXECUTION OF AN AGREEMENT FOR FINANCING AND PLANNING DEVELOPMENT ACTIVITIES OF THE CALAVERAS HYDRO- ELECTRIC PROJECT WHEREAS, the City of Ukiah is a member of the Northern California Power Agency, and WHEREAS, the Northern California Power Agency has developed a hydroelectric project on the Calaveras River, and WHEREAS, participation in the Calaveras Project result in lower electric energy costs for the City of Ukiah, NOW, THEREFORE, be it resolved that that certain agreement attached hereto and made a part hereof for financing of planning and development activities for the Calaveras Hydroelectric Project~ is hereby approved and the Mayor has authorized to execute same on behalf of the City. PASSED AND ADOPTED this 16th day of July , 1980, by the following roll call vote: 19 AYES: Councilmembers Riley, Myers, }tickey 20 NOES: Councilmembers Feibusch, Snyder 21 ABSENT: None 22 ~ 23 24 25 ATTEST: 27 ~ ~c~ City Clerk 28 qraft 6/'20/dos {i' o£zA MEMBER AGREEMENT FOR FINANCING OF PLANNING AND DEVELOPMENT ACTIVITIES OF THE CALAVERAS HYDROELECTRIC PROJECT This Agreement, made as of June 26, 1980, by and between Northern California Power Agency, a joint powers agency of the State of California, hereinafter called "NCPA" and its members who execote this Agreement, hereinafter called "Project Member s, WITNESSETH: WHEREAS, NCPA has entered into a Memorandom of Under- standing with Calaveras Coonty Water District, herein called "Calaveras," dated May 31 and Jone 2, 1977, as amended, herein called "Memorandum", onder which NCPA agrees to pay the prelimi- nary costs of, and to porchase the entire outpot of power from, Calaveras' North Fork Stanislaus Hydroelectric Project ("Project") in accordance with that Memorandum; and WHEREAS, NCPA wishes to formalize the understandings of Pro3ect Members who have been advancing fonds to meet NCPA's contractual obligations onder the Memorandum and to establish criteria to determine reimborsement of these and furore advances and rights to share Project ootput of power; NOW THEREFORE, the parties hereto agree as follows- Section 1. Obligations Formalized - Percentage Participa- tion - Collections and Accounting. Each Project Member agrees to continue to pay or advance to NCPA, from its electric department revenues only, its percentage participation share of the costs authorized by Project Members in accordance with this Agreement in connection with the Project prior to the issuance of a license for the Project to Calaveras by 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 bave suffi- cient money in its electric department revenue funds to meet this obligation. The percentage participation of each Project Member is initially established as follows: Alameda 10.88% Biggs .42 Gridley 1.00 HealdsOurg 1.43 Lodi 9.85 Lompoc 2.18 Palo Alto 22.92 Redding 9.41 Roseville 6.24 Santa Clara 31.08 Ukiah 3.04 Plumas-Sierra R.E.C. 1.55 Total 100.00% -2- 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 wbolly withdrawing shall thereupon cease to be a 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 concurrent basis. Any part of such demand by NCPA which remains unpaid for sixty days after its billing date shall bear interest from such sixtieth day at the prime rate of the Bank of America NT&SA then in effect computed on a daily basis plus two percent until paid. Interest so earned shall not change any Project Member's participation percentage, and shall become a part of the working capital fund defined below. The fonds advanced according to this Section 1 shall be used to establish a working capital fund if and when approved by the Project Members, and in an amount and subject to any limitations approved by the Project Members. Section 2. Limited Rights to Participate In/Form Implemen- tation amd Financing. (a) Discretion - Disposition of Power. In considera- tion of the payments provided for in Section 1 hereof each Project Member who has not wholly withdrawn, or who is not then -3- in defaolt shall have an exclusive option to enter into s con- tract 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 additional power is available by reason of the non-participation in the Final Power Contract by one or more Project Members. Such 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, such remaining excess shall be disposed of as agreed to by the Project Members. (c) Exercise and Effect of Taking Less Than Full Entitlement. The Project Members shall establish the terms and provisions of an agreement to purchase 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 must be executed 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 De an irrevocable decision on part of that Project Member not to purchase any such power. Execution and delivery of the Final Power Contract for less -4- than its total participation percentage and delivery of that Project Member execoted agreement to NCPA by the date estab- lished 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 porchase any such power in excess of the share set forth in its delivered agreement. Sopplemental agreements or other agreements will be entered into for the excess or surplos power. The procedore for processing supple- mental agreements shall be consistent with those prescribed immediately above in this sobsection (c) for making purchases of power. Failure to retorn an execoted 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 forther 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 follest extent authorized by law. Actions of Project Members, includi,g 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 Pro3ect Members will be on a one member/ -5- one vote basis, with a majority vote required for action; how- 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 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 nulli- fied, 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 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 pursuant to Section 1 excluding interest paid on delinquent payments shall be repaid to each of the entities making such payments and advances pursuant to this Agreement out of the proceeds of the first issuance of the Project bonds or as and when there are sufficient funds available from partial sale of bonds. Such reimbursements shall be made within 60 days -6- 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 doe under the third paragraph of section 1 of this Agreement and onpaid shall be deducted from the repayment. If Calaveras is not successful in obtaining a Project license from FERC, there shall be no reimbursement except out of unused Project fonds including those then in Calaveras Working capital and Contin- gency Fond accoont and all money Calaveras is obligsted to pay or return to NCPA in connection with the Memorandum along with all other receipts to which NCPA is entitled in connection with the Project. Section 5. Term. This Agreement shsll tske effect on September 1, 1980, or whenever executed 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 superseded by the Final Power Contract which Project Members shall enter any time prior to the issoance of the FERC license, hot in no event later than 60 days after the receipt of the FERC license, pur- 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 commitment for its respective percentage participation of a total sum, including payments and -7- advances heretofore made, up to $2,012,000 in costs as aotho- rized and approved by Project Members. This is $500,000 above the Memorandom limit of $1,512,000 as the total estimated bodget for these proceedings until FERC issoes the Pro3ect license. From time to time as needs arise, representatives of Project Members may, by a favorable vote as provided in Section 3, aothorize an increased financial commitment above $2,0]2,000 which can be shown to sopport the completion of the Project, Dot only after 30 days' written notice of socb proposed increase has been given to all Project Members. Section 7. Withdrawal From Further Participation. If at any time following the-execution 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 subject to honoring any commitments made by them or on their behalf pursoant to aotborization of this Agreement. To with- draw, such Project Members shall give NCPA written notice of such withdra~al, in part or in whole, within thirty (30) days of the receipt o~ 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 ~ithdraws, but a partial witBdrawal will resolt in a redoction in its percentage participation to the ratio of its payments after soch withdrawal to the total amoont of payments ~y all Project Members after socb withdrawal. When Final Po~er Contracts agreements are execoted, or revised, -8- revised participation percentages for voting shall be estab- lished by dividing the amount of power agreed to be porchased by each Project Member by the total amount of power to be por- chased by all Project Members except that the 65% of percentage participation specified in sections 3 and 9 shall be reduced by the amount that the percentage participation of any Project Member shall exceed 35%, bot soch 65% shall not be redoced below 50%. Section 9. (~oorum Defined. The presence of either a majority of the Project Members, or of Project Members then having a combined participation percentage of at least 65% shall constitute a quorom for the purpose of action. If no quorom is present at a regolar meeting of soch Project Members, t~e absent Project Members shall pay $50 each, the money to be paid into the working capital fond of the Project. IN WITNESS WHEREOF, each Project Member has executed this Agreement with the approval of its governing body, and caosed its official seal to be affixed, and NCPA has aothorized this Agreement in accordance with the authorization of its Co~m~ission. NORTHERN CALIFORNIA POWER AGENCY CITY OF PALO ALTO By: By: By: By: -9- CITY OF ALAMEDA By: By: CITY OF BIGGS By: By: CITY OF GRIDLEY By: By: CITY OF HEALDSBURG By: By: CITY OF LODI CITY OF REDDING By: By: CITY OF ROSEVILLE By: By: CITY OF SANTA CLARA By: By: CITY OF UKIA. · /.' PLUMAS-SIERRA RURAL ELECTRIC COOPERATIVE By: By: By: By: CITY OF LOMPOC By: By: -10-