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HomeMy WebLinkAbout81-46 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 2O 21 22 23 24 25 26 27 28 RESOLUTION NO. 81-46 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF UKIAH APPROVING NORTHERN CALIFORNIA POWER AGENCY MEMBER SERVICE AGREEMENT BE IT RESOLVED, that certain Northern California Power Agency Member Service Agreement, which said agreement is attached hereto and made a part hereof, is herby approved and the Mayor and City Clerk are authorized to exercise the same on behalf of the City. PASSED AND ADOPTED this 7th day of January by the following roll call vote: AYES' Councilmembers Riley, Snyder, Myers, liickey NOES: Councilman Feibusch ABSENT: None , 1 981, ATTEST: Mayor City Clerk 11-19-80 %1663A Article I. Article II. 2.01. 2.02. 2.03. 2.04. 2.05. 2.06. 2.07. 2.08. Article III. 3.01. 3.02. Article IV. 4.01. 4.02. 4.03. Article V. 5.01. 5.02. 5.03. 5.04. NORTHERN CALIFORNIA POWER AGENCY ~ER SERVICE AGREEMENT, TABLE OF CONTENTS. Definitions Project Services Scope Phases Participation Service Schedules .- Project Votin9 Other Projects Use of NCPA Consultants No Unilateral Negotiation Power and Energy Sales to the Member NCPA Projects Supplemental Power Supply Schedulin9 of Resources NCPA Projects and Supplemental Power Supply Other Member Projects Method Planning Forecasts by Members Assistance to Members Adoption of Plan Forecast Errors Page 2 4 7 8 9 10 10 10 10 11 11 11 11 11 12 12 12 13 Article VI. 6.01. 6.02. Article VII. 7.01. 7.02. 7.03. Article VIII. 8.01. 8.02. 8.03. 8.04. 8.05. Article IX. 9.01. 9.02. Article X. 10.01. 10.02. Article XI. 11.01 Article XII. 12.01. 12.02. 12.03. Sale of Surplus Power Sale by NCPA Development Fund Projects Reports, Records, Accounts, Audits Records and Accounts Reports to Other Agencies Reports to Members Budgets Principles Adoption Amendments Information Payment Liability of Parties Division of Responsibility Indemnity Assignment of Agreement Limitations Pledge Uncontrollable Forces No Default Term of Agreement Original Term Termination by Members Execution of Agreement 13 13 14 15 15 15 16 16 16 16 17 17 17 18 18 19 19 19 20 21 21 21 21 21 22 ii 3.1-19-80 {1663A NORTHERN CALIFORNIA POWER AGENCY MEMBER SERVICE AGREEMENT____ This Member service Agreement, hereinafter referred to as the "Agreement", is made and entered into effec- 1980, by and between the Northern tive , California Power Agency, hereinafter referred to as "NCPA", and the signing Cities, not fewer than eight, of the Cities of Alameda, Biggs, Gridley, Healdsburg, Lodi, Lompoc, Palo Alto, Redding, Roseville, Santa Clara and Ukiah, and Plumas-Sierra Rural Electric Cooperative, hereinafter individually or collectively referred to as "Members" unless the context requires otherwise. WHEREAS, NCPA has heretofore been duly established as a public agency pursuant to the Joint Exercise of Powers Act of the Government Code of the State of California and, among other things, is authorized to acquire, construct, finance, and operate buildings, works, facilities and improvements for the generation and transmission of elec- tric power and energy for resale to public and private users; and WHEREAS, each of the Members owns a system for the distribution of electric power and energy for public and -1- private use and is authorized to obtain electric power and energy for its present or future requirements, through con- tracts with NCPA or otherwise~ and WHEREAS, NCPA has established and may establish pro- jects for the supply of electric power and energy and may provide other services relating thereto to some or all of the Members from time to time upon their request, and the Parties desire to formalize their relationships to provide · the framework and certain terms of future agreements to be entered into between them, to avoid misunderstanding, and to facilitate the activities of NCPA; NO~, THEREFORE, in consideration of the covenants of each of the Parties hereto, it is hereby agreed as follows: ARTICLE I DEFINITIONS 1.00. The following terms, when used in this Agree- ment with the first letter capitalized, whether in the singular or the plural, shall have the following meanings: 1.01. 'Delivery Point' for purposes of Sections 9.01 and 9.02 is the point or points where electric power and energy enters the electric distribution system of each of the Members. 1.02. 'Development Fund Projects' mean projects under the 'NCPA Member Agreement for Participation in Electric Power Development Fund', dated as of May 1, 1978, as -2- amended, commonly referred to as the 'Development Fund Agreement.' 1.03. 'First Phase' is defined in section 2.02(a) hereof. 1.04. =NCPA' means the Commission of NCPA. 1.0§. 'NCPA Percentage Participation' for any member for the most recent prior calendar year means the ratio of the maximum firm electric power demand of such Member for the year as reported to the Federal Energy Regulatory Commission, to the total of such demands for all NCPA' Members. 1.06. 1.07. 'NCPA Project' is defined in section 2.01. 'Participating Member' means a member who enters into an agreement with NCPA relating to the Second Phase or Third Phase of an NCPA Project. 1.08. 'Project Participation Percentage' means the percentages of Participation of a Participating Member in . an NCPA Project as specifically set forth in an agreement between NCPA and all Participating Members. Such agreement shall be a Service Schedule 1.09. =Second Phase' is defined in section 2.02(b). 1.10. 'Service Schedule' means an agreement referred to in section 2.04 inclusive of amendments thereto, or any other agreement between NCPA and Members made pursuant to this Agreement. -3- 1.11. -Supplemental Power Supply' means any sources of power other than on NCPA Project. 1.12. 'Third Phase' is defined in Section 2.02(c). 1.13. -Uncontrollable Forces' means act of God, a public enemy, sabotage, strikes, lockouts, riots, rebellions, injunctions, or interference through legal pro- ceedings, muncipal, State or Federal laws or regulations, or the requisitions of any governmental or acting authority, beyond the reasonable control of the Party. ARTICLE " PROJECT SERVICES 2.01. Scope. All projects undertaken by NCPA beyond the first phase shall be known as NCPA Projects, and the relationships between NCPA and its Members with respect to all phases of NCPA Projects shall be as provided for in this Agreement, except where the Service Schedule provides otherwise. 2.02. Phaseg. Any project undertaken by NCPA may _ have one or more of the following phases: (a) First Phase consists of all preliminary investigation work done by NCPA staff on a project supported solely out of its general funds and prior to the time that NCPA declares it as an NCPA Project. For the -4- purpose of ending the First Phase, NCPA may declare a termination of investigations regarding the project or declare the project to be an NCPA Project by entering into an agreement with one or more Members desiring to participate as indicated in subsec- tion (b).or (c) below. (b) Second Phase consists of all work done after one or more of the Members has signed an agreement with NCPA for project study, . design, or development, but before any Member has signed an agreement with NCPA for the Third Phase of the Project. (c) Third Phase consists of all work done after one or more of the Members has contracted with NCPA to participate in the financing, construction, and/or rights to the output, of the NCPA Project. Nothin9 herein prevents the combination of the Second and Third Phases if NCPA and the Participating Members so desire. 2.03. Participation. The Second and Third Phases shall be participated in and financed by those Members who elect to participate therein, and enter into an appropriate agreement therefor. The Project Participation Percentage -5- shall not be greater tha~ the NCPA Percentage Participation of the Member divided by the sum of NCPA Percentage Par- ticipation of all Participating Members, unless the NCPA Project is not fully subscribed because one or more of the Participating Members elects to have a Project Participa- tion Percentage less than its maximum percentage. In such case any unsubscribed portion of the NCPA Project shall be divided among Participating Members electing to increase their share in proportion to their respective Project Percent Participation, unless otherwise unanimously agreed to by the Project participating Members electing to increase their share. Any agreement between NCPA and its Participating Members 'relating to the Third PhaSe of an NCPA Project shall provide for reimbursement of the expenditures of Members in the Second and Third Phases of such project, along with interest &s provided for in the appropriate Service Schedule, out of final long term financing of the NCPA Project. Those who are not Participating Members in the Second Phase may participate in the Third Phase provided no Second Phase Participating Member objects within 45 days after written notice of a desire to participate. This section shall not apply to Development Fund Projects. -6- 2.04. Service Schedules. All agreements between NCPA and Participating Members relating to the Second and Third Phases of NCPA Projects including Development Fund Projects shall be attached to this Agreement as Service Schedules, and shall be numbered consecutively in the order of their approval. 2.05. Project Voting. All Service Schedules for NCPA _ Projects other than Development Fund Projects, Calaveras, and Feather River shall provide as follows: (a) that a quorum of the Co_m~mission, for pur- poses of acting upon matters relating to an NCPA Project, shall consist of those Commissioners, or their designated alternates, representing a numerical majority of the Participating Members in such project, or, in the absence of such, those Commissioners representing MemDers having a combined Project Participation Percentage of at least 50%. (b) that special meetings of the Commission to act only on matters relating to an NCPA Project may be called by a majority of the Commissioners of Participating Members upon notice as required by the Ralph M. Brown Act. (c) that at regular or special meeting of the Commission, voting on matters relating to an NCPA Project shall be Dy Project Participation Percentage, and more than a 50% affirmative vote shall be required to take action. -7- (d) that upon deman~ of any Commissioners (inclu~ing alternates) of Project Participants in the involved NCPA Project, at any meeting of the Commission other than the special meeting referred to in paragraph (b) above, the vote on any issue relating to such Project shall be by Project Participation Percentage and 65% or greater affirmative vote shall be required to take action. (e) that any Project Participant may veto a dis- cretionary action of the Project Participants relating to the project that was not taken by a 65% or more Project Participation Percentage vote within 10 days following mailing of notice of such Co~missionerst 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, held within 30 days after such veto notice, the holders of 65% or more · of the Project participation Percentage shall vote to over- ride the veto. (f) that 65% of percentage participation speci- fied in this section shall be reduced by the amount that the percentage participation of any member shall exceed 35%, but such 65% shall not be reduced below 50%. 2.06. Other Projects... Members signing this Agreement shall not pursue the development of power projects outside of their city limits (or service area, in the case of Plumas-Sierra Rural Electric Cooperative) either alone or -8- with other parties without first offering such projects to NCPA. Such members shall allow 'NCPA 30 days to adopt a resolution declaring its intent to pursue the project. If NCPA decides to pursue such project within 30 days of members' notification of NCPA, then no member shall pursue such project individually or in combination with other members or others. As used in this section 'power project' includes all construction or ownership in whole or in part, of a power generation plant, and includes'the purchase of power from sources other than Pacific Gas and Electric Company or Western Area Power Administration, but does not include any project as to which the member has taken significant action prior to the date of this agreement, nor does it include the acquisition or development of rights to water, or steam, or fuel for power generation. Each member shall make a good faith effort to comply with the provision in this section 2.06, and will make every effort not to deviate from such policies except where in its judgment such compliance may threaten the member's ability to pursue and develop the project. . 2.07. Use of NCPA Consultants. Each member agrees that it shall neither individually, nor in concert with any ot~er member or any third party, employ or retain an NCPA consultant or NCPA legal counsel for purposes of pursuing a non-NCPA power project without first notifying NCPA. -9- 2.08. No Unilateral Negotiations. Each member agrees _ that it shall neither individually, nor in concert with any other member or any third party, enter into a transmission, interconnection, integration, or any similar agreement with a private utility or public agency without first notifying NCPA. If a member desires to enter into such an agreement with PG&E, said member agrees that the agreement shall con- tain a provision which provides that the agreement may be superseded by any. subsequent NCPA/PG&E interconnection agreement that provides for, among other things, comparable services contained in the Member/PG&E agreement. ARTICLE III PO~ER AND ENERGY SALES TO THE MEMBER 3.01. NCPA Projects. As specified in Service Schedules attached hereto, NCPA shall deliver, or cause to be delivered, to the point of delivery the Member's parti- cipation share of the capacity and energy from such speci- fied NCPA Projects. 3.02. Supplemental Power Supply. NCPA shall deliver or cause to be delivered Supplemental Power Supply from the suppliers of such capacity and energy to Members to the extent, if any, provided for in an agreement to be entered into between NCPA and such Members and attached hereto as a Service Schedule. NCPA's obligation to provide Supple- mental Power Supply to any Member under such a Service -10- Schedule shall be limited to the supplying party's obliga- tion to provide such capacity and energy as set forth in the agreement or agreements to provide capacity and energy between NCPA and the supplying party which shall become Service Schedules hereto. The Member shall pay to NCPA an amount for providing such Supplemental Power Supply to the Member as per Service Schedule. ARTICLE IV SCHEDULING OF RESOURCES 4.01. NCPA Pro~ects and Supplemental Power Supply. .. NCPA shall schedule all power from NCPA Projects, and shall schedule all power from PG&E or other suppliers which the Members have requested NCPA to obtain for them, all in accordance with Service Schedules comprising agreements between NCPA and such Participating Members which shall be attached hereto. 4.02. Other Member Projects. NCPA may also schedule power from other projects in which the Members are involved, pursuant to an agreement between NCPA and such Members, which agreement shall be attached hereto as a Service Schedule. Such scheduling shall not be undertaken in a fashion that will reduce the benefits to Members of scheduling under the next preceding section. 4.03. Method. Scheduling by NCPA may be provided directly by NCPA, or pursuant to a contract between NCPA -11- and another entity which will provide that function, with appropriate controls exercised by NCPA as may be provided in a Service Schedule between NCPA and its Members. ARTICLE V PLANNING 5.01. Forecasts by Members. Each Member shall submit to NCPA annually, within the time specified by NCPA, and at such other times as may be reasonably required, a forecast of the Member's peak demand and energy requirements for the ensuing 20 calendar year period, as well as a forecast of capacity and energy, if any, from sources other than NCPA Projects and Supplemental Power Supply. 5.02. Assistance to Members. A Member may upon request, and agreement to pay the costs thereof, obtain assistance from NCPA in preparing the forecast, pursuant to an agreement between such Member and NCPA which shall be attached hereto' as a Service Schedule~ but obtaining such assistance shall not relieve the Member of responsibility for the forecast. 5.03. Adoption of Plan. On the basis of the fore- casts and other data supplied to NCPA by its Members, NCPA shall prepare in cooperation with such Members a plan for the supply of capacity and energy to all Members. Such plan shall be updated annually and shall include existing and potential sources of capacity and energy including NCPA -12- Projects, Supplemental Power Supply, and all other sources of power available to the Members. NCPA shall formally adopt such a plan annually. 5.04. Forecast Errors. #hen actual usage by a Member exceeds the tolerances allowed for a forecast in a Service Schedule attached hereto, based on the agreement(s) between NCPA and the party or parties supplying capacity and energy to NCPA, and the total usage of all NCPA Members falls out- side such tolerances, all Members whose usage exceeds the tolerance shall share the added cost resulting to NCPA on account of exceeding such tolerances in proportion to the amount of excess by each party. ARTICLE VI SALE OF SURPLUS POWER 6.01. Sale by NCPA. Except where the applicable Service Schedule provides otherwise, when a Member does not need its entire share of an NCPA Project in which it is participating for a specific time interval, NCPA shall, if requested by such Member to do so, sell the portion of a Member share of an NCPA Project which is in excess of the Member's needs. In selling such power, NCPA shall be guided by the following: 1. NCPA shall use its best efforts to sell such excess power at a price at least equal to the Member ts cost for such power. -13- 6.02. not apply to Development Fund Projects. 2. Other Members participating in the Project shall have a right of first refusal, and other NCPA members shall have the second right, pursuant to paragraphs 4 and 5 of this section 6.01. 3. NCPA shall not purchase power from other sources until it has disposed of all Members~ excess power from NCPA Projects. 4. If NCPA can purchase equivalent power from other sources for less than the Member's cost for the excess power, the sale price of such power to another NCPA Member shall be equal to the cost of purchasing the power from another source. 5. If the alternative cost of purchasing power for other Members is more than a Member's cost for the excess power from an NCPA Project, then the sales price shall be the Member's cost plus one-half the difference between the Member's cost and the cost of power from an alternative source. Development Fund Projects. This article shall -14- ARTICLE VII REPORTS, RECORDS, ACCOUNTS, AUDITS 7.01. Records and Accounts. NCPA shall keep accurate records and accounts for each NCPA Project, for supple- mental power supply, for each identifiable service which it supplies to the Member or other Members through this Agree- ment or through any Service Schedule which may be entered into between NCPA and the Member or other Members, and for other transactions of NCPA. Such records and accounts shall be kept in general accordance with the Uniform System of Accounts Prescribed for Public Utilities and Licensees Subject to the Provisions of the Federal Power Act, as adopted by the Federal Energy Regulatory Commission and amended from time to time, and shall be audited annually by a firm of independent certified public accountants experienced in electric utility accounting and of national reputation. Such records and accounts shall' be made available to members by NCPA for inspection at any rea- sonable time, and a copy of such annual audit shall be sub- mitted to the Member not later than four months after the end of NCPA's Fiscal Year. 7.02. Reports to Other Agencies.. NCPA will submit . such reports and records which are required or may be required by the California Energy Commission, the Federal Energy Regulatory Commission or other such local, state or -15- federal agencies, as such reports and records are required for NCPA to fulfill its obligations under this Agreement. 7.03. Reports to Member.s,. NCPA will prepare and issue to the Member the following reports each month of the contract year: a. Financial Operating Statement. b. Status of Annual Budget. c. Such additional reports as are required under the Service Schedules to which Member is a signatory. ARTICLE VIII BUDGETS 8.01. Principles. It is the intention of the parties hereto that the responsibilities and level of effort of NCPA~s staff is set forth in this Agreement and the Service Schedules attached hereto, and that funding and support for staff will be provided by the Members to allow it to per- form the functions mandated to them herein. 8.02. Adoption. NCPA shall prepare and submit to the Members at least three calendar months prior to each July 1 a proposed Annual Budget for the ensuing Fiscal Year. The Annual Budget shall include costs identifiable for each Service Schedule, costs associated with NCPA fulfilling other obligations as identified herein (General Fund), as -16- required by any other agreements entered into by NCPA, and any contingency funds which NCPA deems necessary to maintain. After consideration of comments of the Members, NCPA shall adopt an Annual Budget for such Fiscal Year. 8.03. Amendments. During each Fiscal Year, NCPA shall from time to time review the Annual Budget for such Fiscal Year. In the event such review indicates that the Annual Budget does not, or will not, substantially correspond with actual receipts and expenditures, or if at any time during such Fiscal Year there are or are expected .. to be extraordinary receipts, credits or costs substan- tially affecting the Annual Budget, NCPA shall submit to the Members and subsequently adopt an amended Annual Budget which 'shall supersede the Annual Budget or amended Annual Budget. 8.04. Information. NCPA shall cause staff to develop a detailed progress reporting system. This system shall be based on presenting reports on a monthly bas~ with regard to status of work (actual status of work compared to planned status of work) and with regard to cost (actual costs to date compared to planned costs to date). 8.05. Payment. Each member shall pay amounts due in accordance with the budget adopted pursuan~ to Section 8.02 in four equal amounts payable on or before July 1, October 1, January 1 and April 1. If the budget is amended -17- during' the year, the remaining payments for that year shall be adjusted to reflect the amended budget. Any payments not made within 30 days following the due date shall bear interest at the prime rate of the Bank of America NT & SA, then in effect computed on a daily basis plus two percent until paid. Nothing in this agreement shall obligate any Member to pay more to NCPA than is provided in NCPA~s joint powers agreement and in Service Schedules approved by it attached hereto. ARTICLE IX LIABILITY OF PARTIES 9.01. Division of Responsibility. Neither NCPA, nor its Members, nor a corporation acting on behalf of NCPA or the Members, shall be responsible for the transmission, control, use, or application of electric capacity and energy provided under the Service Schedules attached hereto on the other party's side of the Delivery Point therefor and shall not, in any event, be liable for damage or injury to any person or property whatsoever arising, accruing, or resulting from, in any manner, the receiving, transmission, control, use, application, or distribution by NCPA, or its Members, or a corporation acting on behalf of NCPA or the Members, of said electric power and energy on the other party's side of the delivery point. -18- 9.02. Indemnity. NCPA and the Members individually shall indemnify, defend, hold, and save each other harmless from any and all loss or damage sustained, and from any and all liability to any person or property incurred by the other(s) by reason of any act or performance, or failure to act or perform, on the part of the indemnifying party or its officers, agents, or employees in constructing, main- raining or operating the indemnifying partyts apparatus, applicances, or other property, or in the transmission, control or application, redistribution, delivery, or sale of said power and energy on the indemnifying partyts side of said Delivery Point. Such indemnification shall hold harmless the one indemnified, its agents, servants, and employees, from and against any and all liability and any and all losses, damages, injuries, costs, and expenses, including expenses incurred by the one indemnified, its agents, servants, or employees, in connection with inves- tigating any claim or defending any action and including reasonable attorney's fees incurred or suffered by the one indemnified, its agents, servants, or employees. ARTICLE X ASS IGNMENT OF AGREEMENT 10.01. Limitations. This Agreement, exclusive of the Service Schedules, shall inure to the benefit of and shall be binding upon the respective successors and -19- assignees of the parties to this Agremeent~ provided, however, that, except as provided in the event of a default, and, except for the assignment by NCPA authorized. hereby, neither this Agreement nor any interest herein shall be transferred or assigned by either party hereto except with the consent in writing of the other party hereto~ provided, however, that such consent shall not be withheld unreasonably. No assignment or transfer of this Agreement shall relieve the parties of'any obligation hereunder, .except as otherwise so provided herein. This Agreement shall not be assigned by Plumas-Sierra Rural Electric Coogerative without the approval in writing of the Administrator of the Rural Electrification Administration. 10.02. Pledge. The Members acknowledge and agree that NCPA or a corporation acting on behalf of NCPA may assign and pledge to a corporation acting on behalf of NCPA or any Trustee designated in a Bond Resolution any of NCPA~s rights under the provisions of this Agreement exclu- sive of any Service Schedule except as expressly provided therein. Upon the execution of such assignment and pledge, such assignee shall have the rights and remedies herein provided to NCPA, and any reference herein to NCPA shall be deemed, with the necessary changes in detail, to include such assignee which shall be a third-party beneficiary of the covenants and agreements of the Member herein contained. -20- ARTICLE XI UNCONTROLLABLE FORCES 11.01. No default. None of the Parties shall be con- sidered to be in default with respect to any obligation hereunder other than the payment of money if prevented from fulfilling such obligation by reason of Uncontrollable Forces but such Party shall, however, use reasonable dili- gence to put itself again in a position to carry out its ! obligations hereunder. ARTICLE XI I TERM OF AGREEMENT 12.01. Original Term. Except as specifically other- wise provided herein, this Agreement shall become effective upon the date first above written and shall continue in full force'and effect for a period of thirty (30) years from said effective date or until termination of all Service Schedules attached hereto, whichever occurs last. Thereafter this Agreement shall continue until terminated by any party by written notice to all Parties giving not less than three years' intention' to terminate. This Agreement, any amendments thereto, and any Service Schedule shall not be binding upon Plumas-Sierra Rural Electric Cooperative until approved in writing by the Administrator of the Rural Electrification Administration. 12.02. Termination b~ Members. Notwithstanding the above, the Member may terminate its participation in this -21- Agreement at any time upon three years' written notice to NCPA, provided, however, that such terminating Member shall be obligated for all expenses and liabilities incurred prior to the effective date of such termination on its behalf by NCPA pursuant to and in accordance with this Agreement, and shall maintain its rights and liabilities as contained in the Service Schedule's attached hereto. Fur- ther, such terminating Members shall in any event be obli- gated and bound by the Member covenants as contained herein and as are a part of the security afforded by this Agree- ment for the payment of principal of and premium, if any, and interest on any outstanding Bonds. 12.03 Execution of Agreement.... Members of NCPA desiring to enter into this Agreement must execute this Agreement before February 12, 1981, provided, however, members of NCPA may enter into this Agreement after such date upon a showing of good cause and with the approval of the Participating Members in accordance with the voting procedures of Section 2.05 herein, but in no event after February 12, 1982. This section does not apply to public entities that become members of NCPA after the effective date of this Agreement. IN WITNESS WHEREOF each NCPA Member has executed a counterpart of this agreement with the approval of its governing body, and caused its official seal to be affixed -22- and NCPA has executed each counterpart of this agreement in accordance with the authorization of its Commission. NORTHERN CALIFORNIA POWER AGENCY By CITY OF ALAMEDA and CITY OF BIGGS By and CITY OF GRIDLEY and CITY OF HEALDSBURG By _ By and and CITY OF LODI CITY OF LOMPOC By By and CITY OF PALO ALTO and _ CITY OF REDDING By and and -23- CITY OF ROSEVILLE CITY OF SANTA CLARA By_ By and ,,. CITY OF UKIAH and PLUMAS SIERRA RURAL ELECTRIC COOPERATIVE By and -24-