HomeMy WebLinkAboutNorthern California Power Agency (NCPA) 2018-04-04SECOND PHASE AGREEMENT FOR
NCPA SOLAR PROJECT 1
TABLE OF CONTENTS
Section 1. Definitions. 4
Section 2. Purpose. 9
Section 3. Authorities, Obligations, and Allocation of Project Cost. 9
Section 4. Billing and Payments 14
Section 5. Participation 16
Section 6. Cooperation and Further Assurances. 17
Section 7. Administration of Agreement 18
Section 8. Participant Covenants and Defaults 19
Section 9. Term and Termination. 23
Section 10. Withdrawal of Participants 23
Section 11. Settlement of Disputes and Arbitration. 24
Section 12. Miscellaneous. 24
EXHIBIT A: INITIATING MEMBERS 1
EXHIBIT B: LIST OF PARTICIPANTS AND GES 1
EXHIBIT C: LIST OF POTENTIAL SITES AND ESTIMATED CONTRACTOR
COSTS PER PHASE 1
EXHIBIT D: PROJECT DEVELOPMENT AUTHORIZATION FORM i
Section 1. Purpose. ii
Section 2. Description of Site and Project. ii
Section 3. List of Authorizing Participants & Site -Specific GES. ii
Section 4. Project Costs for Phase 2C and Phase 2D iii
Section 5. Authorities and Obligations. iii
i
SECOND PHASE AGREEMENT FOR NCPA SOLAR PROJECT 1
This SECOND PHASE AGREEMENT FOR NCPA SOLAR PROJECT 1 ("this
Agreement") is dated as of A p f + 1 9 , 20 jby and among the Northern California
Power Agency, a joint powers agency of the State of California ("NCPA"), and the
signatories to this Agreement other than NCPA ("Participants"). NCPA and the
Participants are referred to herein individually as a "Party" and collectively as the
"Parties".
RECITALS
A. 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 electric capacity
and energy for resale.
B. Each of the Participants is a signatory to the Joint Powers Agreement which
created NCPA and therefore is a Member.
C. Each of the Participants to this Agreement have executed the Amended and
Restated Facilities Agreement which establishes the framework under which Project
Agreements are created for the development, design, financing, construction, and
operation of specific NCPA Projects.
D. NCPA and each of the Participants are interested in developing additional
Renewable Energy Supply to meet the future demands of the Participants.
1
SECOND PHASE AGREEMENT FOR NCPA SOLAR PROJECT 1
E. NCPA, working in collaboration with Participants, proposes new solar
photovoltaic generation facilities (individual photovoltaic generators referred to herein as
"Generating Plants"), located in or near Participants' service territories, with anticipated
individual project sizes ranging from less than 1 megawatt ("MW") and up to 16 MW,
with a total project capacity of up to approximately 35 MW ("NCPA Solar Project 1").
F. The Parties desire to utilize NCPA as a project manager to oversee study,
planning, and operations of the Project, and plan to solicit services of a third party
("Seller") to develop, own, and operate the Project during its initial term of commercial
operations.
G. This Agreement is intended to cover all pre -construction activities associated
with the development of the Project. The Parties desire to divide Phase 2 activities
authorized under this Agreement into four (4) sub -phases, designated as Phase 2A (Site
Recommendation), 2B (Site Screening), 2C (Preliminary Development and Planning), and
2D (Project Development and Financing). This agreement is intended to authorize NCPA
and Participants to initiate, fund, and complete activities of Phases 2A and 2B; and to
describe subsequent processes and approvals needed in order to authorize NCPA to
initiate Phase 2C and 2D activities.
H. Each Participant is authorized by its Constitutive Documents to obtain
electric capacity and energy for its present or future requirements, through contracts with
NCPA or otherwise.
2
SECOND PHASE AGREEMENT FOR NCPA SOLAR PROJECT 1
I. To enable NCPA to develop additional Renewable Energy Supply and
negotiate and enter into the Renewable PPA on behalf of the Participants, pursuant to the
terms and conditions of the Amended and Restated Facilities Agreement, NCPA and the
Participants wish to enter into this Agreement to provide all means necessary for NCPA to
perform its duties under this Agreement, and to enable and obligate the Participants to
pay NCPA for all costs its incurs for undertaking the foregoing activities.
J.
The Parties desire NCPA to commence work on Phase 2A, if necessary, and
Phase 2B activities on or shortly after the Effective Date of this Agreement.
K. The Parties desire all Generating Plants developed under this Agreement to
enter commercial operations within a three-month window of each other and that all
Generating Plants reach completion not later than December 31, 2019.
L. Contingent upon negotiating mutually acceptable terms and conditions with
one or more prospective suppliers, NCPA will present the proposed Renewable PPA to
the NCPA Commission for review and approval. Contemporaneously, NCPA will seek
final approval from Participants through a Third Phase Agreement for the Project that
would govern the rights and obligations of NCPA and Participants related to the sale and
purchase of Products.
M. Each of the Parties intends to observe the provisions of this Agreement in
good faith and shall cooperate with all other Parties in order to achieve the full benefits of
joint action.
3
SECOND PHASE AGREEMENT FOR NCPA SOLAR PROJECT 1
N. The Parties desire to equitably allocate costs of NCPA's provision of services
under this Agreement among the Participants, with costs of each site and each sub -process
established in Section 3.5 of this Agreement.
O. The Participants further desire, insofar as possible, to insulate other
Members who are not Participants, from risks inherent in the services and transactions
undertaken on behalf of the Participants pursuant to this Agreement.
NOW, THEREFORE, the Parties agree as follows:
Section 1. Definitions.
1.1 Definitions. Whenever used in this Agreement (including the Recitals
hereto), the following terms shall have the following respective meanings, provided,
capitalized terms used in this Agreement (including the Recitals hereto) that are not
defined in Section 1 of this Agreement shall have the meaning indicated in Section 1 of the
Power Management and Administrative Services Agreement:
1.1.1 "Agreement" means this Second Phase Agreement for NCPA
Solar Project 1 including all Exhibits attached hereto.
1.1.2 "Authorizing Participants" means a subset of Participants that
grant written authority to NCPA to commence Phase 2C and Phase 2D activities of this
Agreement, using a Project Development Authorization Form found in Exhibit D of this
Agreement.
4
SECOND PHASE AGREEMENT FOR NCPA SOLAR PROJECT 1
1.1.3 "Authorized Project Site" means the Generating Plant that NCPA
will conduct Phase 2C and Phase 2D activities for, as directed by Authorizing Participants
using a Project Development Authorization Form. There may be multiple Authorized
Project Sites addressed under this Agreement.
1.1.4 "Capacity Attributes" means any and all current or future defined
characteristics consistent with the operational limitations of the Project, certificates, tags,
credits, ancillary service attributes, or accounting constructs, howsoever entitled, including
resource adequacy benefits, Flexible Capacity Benefits, and any tracking or accounting
associated with the foregoing, intended to value any aspect of the capacity of the Project to
produce Energy or ancillary services, attributed to or associated with the Project.
1.1.5 "Constitutive Documents" means, with respect to NCPA, the
Joint Powers Agreement and any resolutions or bylaws adopted thereunder with respect
to the governance of NCPA, and with respect to each Participant, the California
Government Code and other statutory provisions applicable to such Participant, any
applicable agreements, charters, contracts or other documents concerning the formation,
operation or decision making of such Participant, including, if applicable, its City Charter,
and any codes, ordinances, bylaws, and resolutions adopted by such Participant's
governing body.
1.1.6 "Effective Date" shall have the meaning set forth in Section 9 of
this Agreement.
5
SECOND PHASE AGREEMENT FOR NCPA SOLAR PROJECT 1
1.1.7 "Energy" means electric energy expressed in units of kWh or
MWh.
1.1.8 "Environmental Attributes" means any and all credits, benefits,
emissions reductions, offsets, and allowances, howsoever entitled, attributable to the
generation from the Project, as the case may be, and its displacement of conventional
energy generation. Environmental Attributes include: (i) any avoided emissions of
pollutants to the air, soil or water such as sulfur oxides (SOx), nitrogen oxides (NOx),
carbon monoxide (CO) and other pollutants; (ii) any avoided emissions of carbon dioxide
(CO2), methane (CH4) and other greenhouse gases that have been determined by the
United Nations Intergovernmental Panel on Climate Change to contribute to the actual or
potential threat of altering the Earth's climate by trapping heat in the atmosphere; and (iii)
the reporting rights to these avoided emissions such as, but not limited to, a Renewable
Energy Certificate ("REC").
Environmental Attributes do not include: (i) any Energy, capacity,
reliability or other power attributes from the Project, (ii) production tax credits associated
with the construction or operation of the Project, and other financial incentives in the form
of credits, reductions, or allowances associated with the Project that are applicable to a
state or federal income taxation obligation, (iii) fuel -related subsidies or "tipping fees" that
may be paid to Seller to accept certain fuels, or local subsidies received by Seller or the
owners of the site for the destruction of particular pre-existing pollutants or the promotion
6
SECOND PHASE AGREEMENT FOR NCPA SOLAR PROJECT 1
of local environmental benefits, or (iv) emission reduction credits encumbered or used by
the Project for compliance with local, state, or federal operating and/or air quality permits.
1.1.9 "Flexible Capacity" has the meaning set forth in the CAISO
Tariff.
1.1.10 "Flexible Capacity Benefits" means the rights and privileges
attached to any generating resource that satisfy any entity's Flexible Capacity requirement.
1.1.11 "Generating Plants" shall have the meaning as defined in the
Recitals of this Agreement.
1.1.12 "Initiating Members" shall have the meaning as set forth in
Section 5.2.
1.1.13 "NCPA" has the meaning set forth in the preamble hereto.
1.1.14 "Participant" has the meaning set forth in the Recitals of this
Agreement.
1.1.15 "Power Management and Administrative Services Agreement"
means the NCPA Power Management and Administrative Services Agreement, dated as of
October 1, 2014 between NCPA and the Members who are signatories to that agreement
by which NCPA provides Power Management and Administrative Services.
1.1.16 "Product" means Energy, Capacity Attributes and Environmental
Attributes delivered to the Participants pursuant to the Renewable PPA.
7
SECOND PHASE AGREEMENT FOR NCPA SOLAR PROJECT 1
1.1.17 "Project" means the NCPA Solar Project 1 as defined in the
Recitals of this Agreement.
1.1.18 "Project Development Authorization Form" is Exhibit D of this
Agreement, and one form is required for each site for which NCPA will conduct Phase 2C
and Phase 2D activities.
1.1.19 "Party" or "Parties" has the meaning set forth in the preamble
hereto; provided that "Third Parties" are entities that are not Party to this Agreement.
1.1.20 "Renewable Energy Supply" refers to power supply resources
eligible for use under the Renewable Portfolio Standard Program.
1.1.21 "Renewable PPA" means the Power Purchase Agreement to be
negotiated by NCPA and Seller, under which NCPA, on behalf of the Participants,
purchases Product from newly constructed solar photovoltaic resources.
1.1.22 "RPS" or "Renewable Portfolio Standard Program" means the
State of California Renewable Portfolio Standard Program, as codified at California Public
Utilities Code Section 399.11, et seq.
1.1.23 "Seller" has the meaning set forth in the recitals of this
Agreement.
1.1.24 "Term" has the meaning set forth in Section 9.
1.2 Rules of Interpretation. As used in this Agreement (including the Recitals
hereto), unless in any such case the context requires otherwise: The terms "herein,"
8
SECOND PHASE AGREEMENT FOR NCPA SOLAR PROJECT 1
"hereto," "herewith" and "hereof" are references to this Agreement taken as a whole and
not to any particular provision; the term "include," "includes" or "including" shall mean
"including, for example and without limitation;" and references to a "Section,"
"subsection," "clause," "Appendix", "Schedule", or "Exhibit" shall mean a Section,
subsection, clause, Appendix, Schedule or Exhibit of this Agreement, as the case may be.
All references to a given agreement, instrument, tariff or other document, or law,
regulation or ordinance shall be a reference to that agreement, instrument, tariff or other
document, or law, regulation or ordinance as such now exists and as may be amended
from time to time, or its successor. A reference to a "person" includes any individual,
partnership, firm, company, corporation, joint venture, trust, association, organization or
other entity, in each case whether or not having a separate legal personality and includes
its successors and permitted assigns. A reference to a "day" shall mean a Calendar Day
unless otherwise specified. The singular shall include the plural and the masculine shall
include the feminine, and vice versa.
Section 2. Purpose.
The purpose of this Agreement is to establish the rights and obligations of the Parties, define
Phase 2 activities and sub -phases, and establish a cost allocation methodology for Phase 2 activities.
Section 3. Authorities, Obligations, and Allocation of Project Cost.
3.1 Authorities.
9
SECOND PHASE AGREEMENT FOR NCPA SOLAR PROJECT 1
3.1.1 Upon the Effective Date of this Agreement, NCPA is hereby
authorized to conduct all work necessary to complete its obligations of Phase 2A and
Phase 2B.
3.1.2 NCPA shall conduct all work necessary to complete its obligations
under Phase 2C and Phase 2D upon full execution of a Project Development Authorization
Form, with a template attached hereto as Exhibit D. Such form shall apply to a single
Authorized Project Site and shall become effective when signed by NCPA and all
Authorizing Participants of the Authorized Project Site.
3.2 Obligations of NCPA. Upon the Effective Date of this Agreement, NCPA
shall commence work pertaining to its duties under Phase 2A and/or Phase 2B, as
described further below. Upon the effective date of a Project Development Authorization
Form, NCPA shall commence work pertaining to its duties under Phase 2C and Phase 2D,
as described further below. NCPA, on behalf of itself and Participants, shall act as lead or
responsible agency for the purposes of environmental review of the Project, shall act as
project manager for all Phase 2 activities, and is responsible for engaging necessary expert
professional services including those of NCPA staff. NCPA shall divide Phase 2 activities
into 4 sub -phases, defined below.
3.2.1 Phase 2A (Site Recommendation): NCPA shall assist Participants
that have provided multiple potential sites in a single service territory to identify the best
site(s) for further evaluation in subsequent Phase 2 sub -processes.
10
SECOND PHASE AGREEMENT FOR NCPA SOLAR PROJECT 1
3.2.2 Phase 2B (Site Screening): NCPA shall complete a feasibility study
for each proposed site listed in Exhibit C. For Participants that have identified multiple
potential sites in a single service territory, NCPA shall conduct a Phase 2B feasibility study
only for those sites identified in Phase 2A for subsequent Phase 2 sub -phases, or as
mutually agreed to in writing by NCPA and the Participant(s) of the selected sites. NCPA
shall deliver a "Go / No Go" determination for each project site. NCPA shall advance the
due diligence investigation required for each proposed site, initiate environmental studies,
initiate financial planning, and complete a feasibility assessment for each proposed site.
Participants may also opt, at an additional cost, for a Storage Feasibility Study to
determine the technical and economic feasibility of incorporating energy storage (e.g.
batteries) at their site.
3.2.3 Phase 2C (Preliminary Development & Planning): NCPA shall
finalize project design and specifications, prepare conceptual physical and electrical layout
diagrams, provide capital, identify site preparation requirements, identify permit
requirements, and identify other risks and recommendations.
3.2.4 Phase 2D (Project Development and Project Financing): NCPA
shall complete CEQA review; gain site control; complete financing arrangements; and
negotiate a Renewable Energy Power Purchase Agreement ("Renewable PPA") to
purchase electric capacity, energy, and environmental attributes produced by eligible
11
SECOND PHASE AGREEMENT FOR NCPA SOLAR PROJECT 1
renewable resources for the benefit of the Participants' customers, and to include an option
to purchase the project facilities from the third party at a future date.
3.3 Obligations of Participants.
3.3.1 Participants hereby agree to continue to pay or advance to NCPA
its allocated share of the costs authorized by Participants in accordance with this
Agreement in connection with its participation in the Project.
3.3.2 Upon execution of this Agreement, Participant shall identify the
individual who is authorized to initiate Phase 2C and Phase 2D activities using a Project
Development Authorization Form. Participants' designees shall be listed in Exhibit A.
3.4 Obligations of the Parties. NCPA and Participants hereby agree to conduct
all necessary work, secure all necessary authorities, transmit all necessary forms, and to
work collaboratively to complete all Phase 2 activities in a timely manner, with the goal
that all facilities developed under this Agreement enter commercial operations within a
three-month window of each other and that all Generating Plants reach completion not
later than December 31, 2019.
3.5 Project Costs and Cost Allocation.
3.5.1 Project Costs. Estimated costs for each sub -process at each site are
listed in Exhibit C, including a 15% contingency. Upon execution of this Agreement,
NCPA is authorized to expend funds listed in Exhibit C to conduct Phase 2A and Phase 2B
activities for each site for Parties to this Agreement. NCPA is authorized to expend funds
12
SECOND PHASE AGREEMENT FOR NCPA SOLAR PROJECT 1
for Phase 2C and Phase 2D activities, contingent upon receiving a duly authorized written
consent from Authorizing Participants under a completed Project Development
Authorization Form for each Authorized Project Site, which shall specify the not -to -exceed
costs for Phase 2C and Phase 2D. To the extent that Phase 2C and Phase 2D costs differ
between Exhibit C of this Agreement and that of Section 4 of the completed Project
Development Authorization Form, the latter will control.
3.5.2 NCPA shall assign costs to Participants using a three-step process.
i. NCPA shall designate a cost as either "General" or "Site -Specific."
ii. All General costs shall be assigned to each site, in proportion to each
site's capacity rating relative to the total capacity of the NCPA Solar
Project 1.
iii. General costs assigned to each site, and all site-specific costs, shall be
allocated to each Participant in proportion to Participants' site-specific
GES.
3.6 Adjustments to Generation Entitlement Shares. The GES of each Participant
shall be revised proportionately if less than the full megawatt capacity of the Project is
subscribed. The GES of each Participant shall be revised if and when any Participant
withdraws in whole or in part. The full megawatt capacity of the Project shall be revised if
and when project specification of individual sites are added, modified, or eliminated for
consideration. Notwithstanding the foregoing, Participants are responsible for all
obligations and actual costs incurred up to the effective date of changes to participation
levels and site specifications.
13
SECOND PHASE AGREEMENT FOR NCPA SOLAR PROJECT 1
3.7 Third Phase Agreement Funding and Participation. The Third Phase
Agreement that supersedes and replaces this Agreement, if any, shall provide for
reimbursement, retirement or refunding of (1) any preliminary expenditures including
financing costs, architectural, engineering, surveying, soil testing, debt issuance costs, and
(2) expenditures relating to the acquisition, construction, and land acquisition of the
project, of any expenditure of the Participants in the Second Phase of the Project, out of
final long-term financing of the Project, or other funding method, including but not
limited to cash payments. It is expected that the amount of long term bonds or other
reimbursement is not expected to exceed $4,000,000. This provision is also meant to
establish with the requirements of Section 1.150-2 of the Treasury Regulations.
Section 4. Billing and Payments.
4.1 Participant Payment Obligations. Each Participant agrees to pay to NCPA
each month its respective portion of the actual costs associated with activities authorized
under this Agreement and the Amended and Restated Facilities Agreement.
4.2 Invoices. NCPA will issue an invoice to each Participant for its share of
actual costs associated with negotiation and implementation of the Renewable PPA, and
all other costs for services provided in accordance with this Agreement and the Amended
and Restated Facilities Agreement. Such invoice may be either the All Resources Bill or
separate special invoice, as determined by NCPA. At NCPA's discretion, invoices may be
issued to Participants using electronic media or physical distribution.
14
SECOND PHASE AGREEMENT FOR NCPA SOLAR PROJECT 1
4.3 Payment of Invoices. All invoices delivered by NCPA (including the All
Resources Bill) are due and payable thirty (30) Calendar Days after the date thereof;
provided, however, that any amount due on a day other than a Business Day may be paid
on the following Business Day.
4.4 Late Payments. Any amount due and not paid by a Participant in
accordance with Section 4.3 shall be considered late and bear interest computed on a daily
basis until paid at the lesser of (i) the per annum prime rate (or reference rate) of the Bank
of America NT&SA then in effect, plus two percent (2%) or (ii) the maximum rate
permitted by law.
4.5 Billing Disputes. A Participant may dispute the accuracy of any invoice
issued by NCPA under this Agreement by submitting a written dispute to NCPA, within
thirty (30) Calendar Days of the date of such invoice; nonetheless the Participant shall pay
the full amount billed when due. If a Participant does not timely question or dispute the
accuracy of any invoice in writing, the invoice shall be deemed to be correct. Upon review
of a submitted dispute, if an invoice is determined by NCPA to be incorrect, NCPA shall
issue a corrected invoice and refund any amounts that may be due to the Participant. If
NCPA and the Participant fail to agree on the accuracy of an invoice within thirty (30)
Calendar Days after the Participant has disputed it, the General Manager shall promptly
submit the dispute to the Commission for resolution. If the Commission and the
Participant fail to agree on the accuracy of a disputed invoice within sixty (60) Calendar
15
SECOND PHASE AGREEMENT FOR NCPA SOLAR PROJECT 1
Days of its submission to the Commission, the dispute may then be resolved under the
mediation and arbitration procedures set forth in Section 11 of this Agreement. Provided,
however, that prior to resorting to either mediation or arbitration proceedings, the full
amount of the disputed invoice must be paid.
4.6 Billing/Settlement Data and Examination of Books and Records.
4.6.1 Settlement Data. NCPA shall make billing and settlement data
available to the Participants in the All Resources Bill, or other invoice, or upon request.
NCPA may also, at its sole discretion, make billing and settlement support information
available to Participants using electronic media (e.g. electronic data portal). Procedures
and formats for the provision of such electronic data submission may be established by the
Commission from time to time. Without limiting the generality of the foregoing, NCPA
may, in its reasonable discretion, require the Participants to execute a non -disclosure
agreement prior to providing access to the NCPA electronic data portal.
4.6.2 Examination of Books and Records. Any Participant to this
Agreement shall have the right to examine the books and records created and maintained
by NCPA pursuant to this Agreement at any reasonable, mutually agreed upon time.
Section 5. Participation.
5.1 Eligibility. All Members who are signatory to the Amended and Restated
Facilities Agreement are eligible to participate in this Agreement by delivering a duly
16
SECOND PHASE AGREEMENT FOR NCPA SOLAR PROJECT 1
executed copy of this Agreement to NCPA, and subject to availability of the Renewable
Energy Supply as described in Section 5.2.
5.2 Priority. This Agreement has been developed in response to certain
Members' request for NCPA to acquire Renewable Energy Supply on their behalf
(hereinafter referred to as the "Initiating Members"). The Initiating Members are listed in
Exhibit A. To the extent the amount of Renewable Energy Supply that is made available
by Seller is not sufficient to satisfy all Members' requests for a desired amount of
Renewable Energy Supply; first priority will be given to the Initiating Members, and
secondary priority will be given to all other Members who become a Participant. If after
meeting the requests of the Initiating Members, any remaining available Renewable
Energy Supply will be allocated to all other Participants based on a first-come first -serve
basis, until the total amount of available Renewable Energy Supply is exhausted, or until
all Participants' requests have been satisfied, whichever comes first.
5.3 Final Participation Percentages. Upon the Effective Date of this Agreement,
NCPA shall include each Participant's Final Project Participation Percentage in Exhibit B.
NCPA shall update Exhibit B to reflect changes in Participants and/or GES, in writing, and
shall provide written notice to Participants of such changes.
Section 6. Cooperation and Further Assurances.
Each of the Parties agree to provide such information, execute and deliver any instruments
and documents and to take such other actions as may be necessary or reasonably requested by any
17
SECOND PHASE AGREEMENT FOR NCPA SOLAR PROJECT 1
other Party which are consistent with the provisions of this Agreement and which do not involve the
assumption of obligations other than those provided for in this Agreement, in order to give full
effect to this Agreement and to carry out the intent of this Agreement. The Parties agree to
cooperate and act in good faith in connection with obtaining any credit support required in order to
satisfy the requirements of this Agreement.
Section 7. Administration of Agreement
7.1 Commission. The Commission is responsible for the administration of this
Agreement. Each Participant shall be represented by its Commissioner or their designated
alternate Commissioner ("Alternate") pursuant to the Joint Powers Agreement. Each
Commissioner shall have authority to act for the Participant represented with respect to
matters pertaining to this Agreement.
7.2 Forum. Whenever any action anticipated by this Agreement is required to be
jointly taken by the Participants, such action shall be taken at regular or special meetings
of the NCPA Commission.
7.3 Quorum.
7.3.1 General Administration. For purposes of acting upon matters that relate to
general administration of this Agreement, a quorum of the Commission shall consist of those
Commissioners, or their designated Alternates, representing a numerical majority of the
Participants.
7.3.2 Relating to a Project Site. For purposes of acting upon matters that relate to a
specific Project site, a quorum of the Participants shall consist of those Commissioners,
18
SECOND PHASE AGREEMENT FOR NCPA SOLAR PROJECT 1
or their designated Alternate, representing a GES majority of the Participants with an
entitlement interest in such Project site.
7.4 Voting.
7.4.1 General Administration. For acting upon matters that relate to the general
administration of this Agreement, each Participant shall have the right to cast one (1)
vote. Actions of the Commission shall be effective only upon a majority vote of the
Participants.
7.4.2 Relating to a Project Site. For acting upon matters that relate to a specific
Project site, Participant shall have the right to cast one (1) vote. Actions of the
Commission shall be effective only upon a majority vote of the Participants with an
entitlement interest in such Project site.
Section 8. Participant Covenants and Defaults
8.1 Each Participant covenants and agrees: (i) to make payments to NCPA, from
its Electric System Revenues, of its obligations under this Agreement as an operating
expense of its Electric System; (ii) to fix the rates and charges for services provided by its
Electric System, so that it will at all times have sufficient Revenues to meet the obligations
of this Agreement, including the payment obligations; (iii) to make all such payments due
NCPA under this Agreement whether or not there is an interruption in, interference with,
or reduction or suspension of services provided under this Agreement, such payments not
being subject to any reduction, whether by offset or otherwise, and regardless of whether
19
SECOND PHASE AGREEMENT FOR NCPA SOLAR PROJECT 1
any dispute exists; and (iv) to operate its Electric System, and the business in connection
therewith, in accordance with Good Utility Practices.
8.2 Events of Default. An Event of Default under this Agreement shall exist
upon the occurrence of any one or more of the following by a Participant (the "Defaulting
Participant"):
(i) the failure of any Participant to make any payment in full to NCPA when
due;
(ii) the failure of a Participant to perform any covenant or obligation of this
Agreement where such failure is not cured within thirty (30) Calendar Days following
receipt of a notice from NCPA demanding cure. Provided, that this subsection shall not
apply to any failure to make payments specified by subsection 8.2 (i));
(iii) if any representation or warranty of a Participant material to the services
provided hereunder shall prove to have been incorrect in any material respect when made
and the Participant does not cure the facts underlying such incorrect representation or
warranty so that the representation or warranty becomes true and correct within thirty
(30) Calendar Days of the date of receipt of notice from NCPA demanding cure; or
(iv) if a Participant is in default or in breach of any of its covenants or
obligations under any other agreement with NCPA and such default or breach is not cured
within the time periods specified in such agreement.
20
SECOND PHASE AGREEMENT FOR NCPA SOLAR PROJECT 1
8.3 Uncontrollable Forces. A Party shall not be considered to be in default in
respect of any obligation hereunder if prevented from fulfilling such obligation by reason
of Uncontrollable Forces. Provided, that in order to be relieved of an Event of Default due
to Uncontrollable Forces, a Party affected by an Uncontrollable Force shall:
(i) first provide oral notice to the General Manager using telephone
communication within two (2) Business Days of the onset of the Uncontrollable Force, and
provide subsequent written notice to the General Manager and all other Parties within ten
(10) Business Days of the onset of the Uncontrollable Force, describing its nature and
extent, the obligations which the Party is unable to fulfill, the anticipated duration of the
Uncontrollable Force, and the actions which the Party will undertake so as to remove such
disability and be able to fulfill its obligations hereunder; and
(ii) use due diligence to place itself in a position to fulfill its obligations
hereunder and if unable to fulfill any obligation by reason of an Uncontrollable Force such
Party shall exercise due diligence to remove such disability with reasonable dispatch.
Provided, that nothing in this subsection shall require a Party to settle or compromise a
labor dispute.
8.4 Cure of an Event of Default. An Event of Default shall be deemed cured only
if such default shall be remedied or cured within the time periods specified in Section 8.2
above, as may be applicable, provided, however, upon request of the Defaulting
21
SECOND PHASE AGREEMENT FOR NCPA SOLAR PROJECT 1
Participant the Commission may waive the default at its sole discretion, where such
waiver shall not be unreasonably withheld.
8.5 Remedies in the Event of Uncured Default. Upon the occurrence of an Event
of Default which is not cured within the time limits specified in Section 8.2, without
limiting other rights or remedies available under this Agreement, at law or in equity, and
without constituting or resulting in a waiver, release or estoppel of any right, action or
cause of action NCPA may have against the Defaulting Participant, NCPA may take any
or all of the following actions:
(i) suspend the provision of services under this Agreement to such
Defaulting Participant; or
(ii) demand that the Defaulting Participant provide further assurances to
guarantee the correction of the default, including the collection of a surcharge or increase
in electric rates, or such other actions as may be necessary to produce necessary Revenues
to correct the default.
8.6 Effect of Suspension.
8.6.1 Generally. The suspension of this Agreement will not terminate,
waive, or otherwise discharge any ongoing or undischarged liabilities, credits or
obligations arising from this Agreement until such liabilities, credits or obligations are
satisfied in full.
22
SECOND PHASE AGREEMENT FOR NCPA SOLAR PROJECT 1
8.6.2 Suspension. If performance of all or any portion of this
Agreement is suspended by NCPA with respect to a Participant in accordance with
subsection 8.5(i), such Participant shall pay any and all costs incurred by NCPA as a result
of such suspension including reasonable attorney fees, the fees and expenses of other
experts, including auditors and accountants, or other reasonable and necessary costs
associated with such suspension and any portion of the Project Costs, scheduling and
dispatch costs, and Administrative Services Costs that were not recovered from such
Participant as a result of such suspension.
Section 9. Term and Termination.
This Agreement shall become effective when it has been duly executed by NCPA and at
least one Participant (the "Effective Date"). The date on which NCPA makes this Agreement
effective shall be determined by NCPA, at its sole discretion. NCPA shall deliver a written notice
to all signatories to this Agreement and to all Members that are signatory to the Amended and
Restated Facilities Agreement, stating the Effective Date of this Agreement. This Agreement shall
commence on the Effective Date and shall continue until the Agreement terminates, which shall
occur when either:
9.1 All activities pursuant to this Agreement are terminated by NCPA in its
discretion; or
9.2 Upon the effective date of a Third Phase Agreement with one or more
Participants relating to a Renewable Energy PPA.
Section 10. Withdrawal of Participants.
23
SECOND PHASE AGREEMENT FOR NCPA SOLAR PROJECT 1
If at any time following the execution of this Agreement, NCPA issues a written notice of a
change to Exhibit B or an increase in the financial commitment beyond that contemplated in Exhibit
C, Participants may partially withdraw (i.e., from participating in the increase), or may withdraw
wholly from the Project. Any withdrawal shall be subject to honoring any commitments made to
them or on their behalf pursuant to authorization of this Agreement. To withdraw, such Participant
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. Notwithstanding the above, a Participant may
withdraw following the completion of any sub -process. In this event the Participants may vote to
consider modifications to this Agreement and/or the applicable executed Project Development
Authorization Form for affected site(s).
Section 11. Settlement of Disputes and Arbitration.
The Parties agree to make best efforts to settle all disputes among themselves connected
with this Agreement as a matter of normal business under this Agreement. The procedures set forth
in Section 10 of the Power Management and Administrative Services Agreement shall apply to all
disputes that cannot be settled by the Participants themselves; provided, that the provisions of
Section 4.5 of this Agreement shall first apply to all disputes involving invoices prepared by NCPA.
Section 12. Miscellaneous.
12.1 Indemnification and Hold Harmless. Subject to the provisions of Section
12.3, each Participant agrees to indemnify, defend and hold harmless NCPA and its
Members, including their respective governing boards, officials, officers, agents, and
employees, from and against any and all claims, suits, losses, costs, damages, expenses
and liability of any kind or nature, including reasonable attorneys' fees and the costs of
24
SECOND PHASE AGREEMENT FOR NCPA SOLAR PROJECT 1
litigation, including experts, to the extent caused by any acts, omissions, breach of
contract, negligence (active or passive), gross negligence, recklessness, or willful
misconduct of that Participant, its governing officials, officers, employees, subcontractors
or agents, to the maximum extent permitted by law.
12.2 Several Liabilities. No Participant shall, in the first instance, be liable under
this Agreement for the obligations of any other Participant or for the obligations of NCPA
incurred on behalf of other Participants. Each Participant shall be solely responsible and
liable for performance of its obligations under this Agreement, except as otherwise
provided for herein. The obligation of each Participant under this Agreement is, in the
first instance, a several obligation and not a joint obligation with those of the other
Participants.
Notwithstanding the foregoing, the Participants acknowledge that any debts
or obligations incurred by NCPA under this Agreement on behalf of any of them shall be
borne solely by such Participants, and not by non -Participant Members of NCPA,
pursuant to Article IV, Section 3(b) of the Joint Powers Agreement.
12.3 No Consequential Damages. FOR ANY BREACH OF ANY PROVISION OF
THIS AGREEMENT FOR WHICH AN EXPRESS REMEDY OR MEASURE OF DAMAGES
IS PROVIDED IN THIS AGREEMENT, THE LIABILITY OF THE DEFAULTING PARTY
SHALL BE LIMITED AS SET FORTH IN SUCH PROVISION, AND ALL OTHER
DAMAGES OR REMEDIES ARE HEREBY WAIVED. IF NO REMEDY OR MEASURE OF
25
SECOND PHASE AGREEMENT FOR NCPA SOLAR PROJECT 1
DAMAGE IS EXPRESSLY PROVIDED, THE LIABILITY OF THE DEFAULTING PARTY
SHALL BE LIMITED TO ACTUAL DAMAGES ONLY AND ALL OTHER DAMAGES
AND REMEDIES ARE HEREBY WAIVED. IN NO EVENT SHALL NCPA OR ANY
PARTICIPANT OR THEIR RESPECTIVE SUCCESSORS, ASSIGNS, REPRESENTATIVES,
DIRECTORS, OFFICERS, AGENTS, OR EMPLOYEES BE LIABLE FOR ANY LOST
PROFITS, CONSEQUENTIAL, SPECIAL, EXEMPLARY, INDIRECT, PUNITIVE OR
INCIDENTAL LOSSES OR DAMAGES, INCLUDING LOSS OF USE, LOSS OF
GOODWILL, LOST REVENUES, LOSS OF PROFIT OR LOSS OF CONTRACTS EVEN IF
SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND
NCPA AND EACH PARTICIPANT EACH HEREBY WAIVES SUCH CLAIMS AND
RELEASES EACH OTHER AND EACH OF SUCH PERSONS FROM ANY SUCH
LIABILITY.
The Parties acknowledge that California Civil Code section 1542 provides that: "A
general release does not extend to claims which the creditor does not know or suspect to
exist in his or her favor at the time of executing the release, which if known by him or her
must have materially affected his or her settlement with the debtor." The Parties waive
the provisions of section 1542, or other similar provisions of law, and intend that the
waiver and release provided by this Section of this Agreement shall be fully enforceable
despite its reference to future or unknown claims.
26
SECOND PHASE AGREEMENT FOR NCPA SOLAR PROJECT 1
12.4 Waiver. No waiver of the performance by a Party of any obligation under
this Agreement with respect to any default or any other matter arising in connection with
this Agreement shall be effective unless given by the Commission. Any such waiver by
the Commission in any particular instance shall not be deemed a waiver with respect to
any subsequent performance, default or matter.
12.5 Amendments. Except where this Agreement specifically provides otherwise,
this Agreement may be amended only by written instrument executed by the Parties with
the same formality as this Agreement.
12.6 Assignment of Agreement.
12.6.1 Binding Upon Successors. This Agreement shall inure to the
benefit of and shall be binding upon the respective successors and assignees of the Parties
to this Agreement.
12.6.2 No Assignment. Neither this Agreement, nor any interest herein,
shall be transferred or assigned by a Party hereto except with the consent in writing of the
other Parties hereto, which such consent shall not be unreasonably withheld, provided
that such transfer or assignment shall be only to another NCPA Member.
12.7 Severability. In the event that any of the terms, covenants or conditions of
this Agreement or the application of any such term, covenant or condition, shall be held
invalid as to any person or circumstance by any court having jurisdiction, all other terms,
covenants or conditions of this Agreement and their application shall not be affected
27
SECOND PHASE AGREEMENT FOR NCPA SOLAR PROJECT 1
thereby, but shall remain in force and effect unless the court holds that such provisions are
not severable from all other provisions of this Agreement.
12.8 Governing Law. This Agreement shall be interpreted, governed by, and
construed under the laws of the State of California.
12.9 Headings. All indices, titles, subject headings, section titles and similar items
are provided for the purpose of convenience and are not intended to be inclusive,
definitive, or affect the meaning of the contents of this Agreement or the scope thereof.
12.10 Notices. Any notice, demand or request required or authorized by this
Agreement to be given to any Party shall be in writing, and shall either be personally
delivered to a Participant's Commissioner or Alternate, and to the General Manager, or
shall be transmitted to the Participant and the General Manager at the addresses shown on
the signature pages hereof. The designation of such addresses may be changed at any
time by written notice given to the General Manager who shall thereupon give written
notice of such change to each Participant. All such notices shall be deemed delivered
when personally delivered, two (2) Business Days after deposit in the United States mail
first class postage prepaid, or on the first Business Day following delivery through
electronic communication.
12.11 Warranty of Authority. Each Party represents and warrants that it has been
duly authorized by all requisite approval and action to execute and deliver this Agreement
and that this Agreement is a binding, legal, and valid agreement enforceable in accordance
28
SECOND PHASE AGREEMENT FOR NCPA SOLAR PROJECT 1
with its terms. Upon execution of this Agreement, each Participant shall deliver to NCPA
a resolution of the governing body of such Participant evidencing approval of and
authority to enter into this Agreement.
12.12 Counterparts. This Agreement may be executed in any number of
counterparts, and each executed counterpart shall have the same force and effect as an
original instrument and as if all the signatories to all of the counterparts had signed the
same instrument. Any signature page of this Agreement may be detached from any
counterpart of this Agreement without impairing the legal effect of any signatures thereon,
and may be attached to another counterpart of this Agreement identical in form hereto but
having attached to it one or more signature pages.
12.13 Venue. In the event that a Party brings any action under this Agreement, the
Parties agree that trial of such action shall be vested exclusively in the state courts of
California in the County of Placer or in the United States District Court for the Eastern
District of California.
12.14 Attorneys' Fees. If a Party to this Agreement brings any action, including an
action for declaratory relief, to enforce or interpret the provisions of this Agreement, each
Party shall bear its own fees and costs, including attorneys' fees, associated with the
action.
12.15 Counsel Representation. Pursuant to the provisions of California Civil Code
Section 1717 (a), each of the Parties were represented by counsel in the negotiation and
29
SECOND PHASE AGREEMENT FOR NCPA SOLAR PROJECT 1
execution of this Agreement and no one Party is the author of this Agreement or any of its
subparts. Those terms of this Agreement which dictate the responsibility for bearing any
attomey's fees incurred in arbitration, litigation or settlement in a manner inconsistent
with the provisions of Section 12.1 were intentionally so drafted by the Parties, and any
ambiguities in this Agreement shall not be interpreted for or against a Party by reason of
that Party being the author of the provision.
12.16 No Third Party Beneficiaries. Nothing contained in this Agreement is
intended by the Parties, nor shall any provision of this Agreement be deemed or construed
by the Parties, by any third person or any Third Parties, to be for the benefit of any Third
Party, nor shall any Third Party have any right to enforce any provision of this Agreement
or be entitled to damages for any breach by the Parties of any of the provisions of this
Agreement.
30
SECOND PHASE AGREEMENT FOR NCPA SOLAR PROJECT 1
IN WITNESS WHEREOF, NCPA and each Participant have, by the signature of its
duly authorized representative shown below, executed and delivered a counterpart of this
Agreement.
NORTHERN CALIFORNIA
POWER AGENCY
651 Commerce Drive
Roseville, CA 95678
By:
Title:
Date:
Rand S. Ho% and
General ager
-4-7IS
Approved as to form:
•
[ 91
/ (//‘://Y‘.
By: // Jane Ludkhardt
Title: ///a1 Counsel
Date:
ener
Attestation (if applicable)
By:
Title:
Date:
L\�a�\�i
CITY OF ALAMEDA
2000 Grand Street
P.O. Box H
Alameda, CA 94501
By:
Title:
Date:
e'aciTir
Approved as to form:
By:
Title:
Date:
A ssirgn�
zr
r/i
Attestation (if applicable)
By:
Title:
Date:
j_j 6-6 lot itAt\I
31
SECOND PHASE AGREEMENT FOR NCPA SOLAR PROJECT 1
CITY OF HEALDSBURG
401 Grove Street
Healdsburg, CA 95448
141
vr
CITY OF LODI
221 W. Pine Street
Lodi, CA 95240
By: David Mick 'a 1i w By:
Title: City Manager Title:
Date: May 1, 2018 Date:
Approved as t form: Approved as to form:
By:Ley, By:
Title: rp Title:
Date: Ay,30/ /r Date:
Attestation if applicable) 11 Attestation (if applicable)
By: Maria Curie! By:
Title: City Clerk Title:
Date: May 1, 2018 Date:
32
SECOND PHASE AGREEMENT FOR NCPA SOLAR PROJECT 1
CITY OF HEALDSBURG
401 Grove Street
Healdsburg, CA 95448
CITY OF LODI
221 W. Pine Street
Lodi, CA 95240
By: By:
Title: Title:
Date: Date:
y
D.7. 18
Approved as to form: Approved as to form:
By: By: ', t,cSanicc .:ccL;cl...
Title: Title: Ci., Pd-h'cr
Date: Date:
Attestation (if applicable) Attestation (if applicable)
0,44 % 1 I V AA.
By: By: 1 ,' m- F -Orono
Title: Title: G1, 04111---
Date: Date:
apt RV-
32
ft
32
SECOND PHASE AGREEMENT FOR NCPA SOLAR PROJECT 1
CITY OF LOMPOC
100 Civic Center Plaza
Lompoc, CA 93436
CITY OF OAKLAND, acting by and through
its Board of Port Commissioners
530 Water Street
Oakland, CA 94607
By: By:
Title: Title:
Date: Date:
Approved as to form: Approved as to form:
By: By:
Title: Title:
Date: Date:
Attestation (if applicable) Attestation (if applicable)
By: By:
Title: Title:
Date: Date:
33
SECOND PHASE AGREEMENT FOR NCPA SOLAR PROJECT 1
CITY OF PALO ALTO
250 Hamilton Avenue
Palo Alto, CA 94301
PLUMAS-SIERRA RURAL
ELECTRIC COOPERATIVE
73233 H ighwav 70
Portola, CA 96122
By: By:
Title: Title:
Date: Date:
Approved as to form:
Nc4K a� -
`� /
Approved as to form:
By: By:
Title: Title:
Date: Date:
Attestation (if applicable) Attestation (if applicable)
By: By:
Title: Title:
Date: Date:
34
SECOND PHASE AGREEMENT FOR NCPA SOLAR PROJECT 1
CITY OF PALO ALTO
250 Hamilton Avenue
Palo Alto, CA 94301
PLUMAS-SIERRA RURAL
ELECTRIC COOPERATIVE
73233 Highway 70
Portola, CA 96122
By: By:
Title: Title:
Date: Date:
6evI . /14 wf-,✓
S ,7—1
Approved as to form: Approved as to form:
By: By:
Title: Title:
Date: Date:
Attestation (if applicable) Attestation (if applicable)
By: By:
Title: Title:
Date: Date:
34
SECOND PHASE AGREEMENT FOR NCPA SOLAR PROJECT 1
CITY OF REDDING
777 Cypress Avenue
Redding, CA 96001
CITY OF SANTA CLARA
1500 Warburton Avenue
Santa Clara, CA 95050
By: By:
Title: Title:
Date: Date:
Approved as to form: Approved as to form:
By: By:
Title: Title:
Date: Date:
Attestation (if applicable) Attestation (if applicable)
By: By:
Title: Title:
Date: Date:
35
SECOND PHASE AGREEMENT FOR NCPA SOLAR PROJECT 1
CITY OF SHASTA LAKE
1650 Stanton Drive
Shasta Lake, CA 96019
C Alo. Isla -lei
CITY OF UKIAH
300 Seminary Avenue
Ukiah, CA 95482
By: By:
Title: Title:
Date: Date:
age a acomo
City anager
c,_. Do *tom
Approved as to form: Approved as to form:
By: By:
Title: Title:
Date: Date:
Rapport
City Attorney
Attestation (if applicable) Attestation (if applicable)
By: By:
Title: Title:
Date: Date:
36
SECOND PHASE AGREEMENT FOR NCPA SOLAR PROJECT 1
EXHIBIT A: INITIATING MEMBERS
The following is a list of the Initiating Members who submitted a request for NCPA
to purchase Renewable Energy Supply on their behalf. Their respective Initial Project
Participation Percentage share of the Project* are:
Participant
MW
(estimated)
GES
(estimated)
Authorized Representative
to Initiate Phases 2C and 2D
Alameda
2.4
6.45%
Healdsburg
1.8
4.84%
Lodi
5.0
13.44%
Lompoc
5.6
15.05%
Palo Alto
0.7
1.88%
Plumas-Sierra
4.7
12.63%
Port of Oakland
2.0
5.38%
Redding
10.0
26.88%
Shasta Lake
3.0
8.06%
Ukiah
2.0
5.38%
TOTAL
37
100.00%
*Example only. Subject to change.
A -i
SECOND PHASE AGREEMENT FOR NCPA SOLAR PROJECT 1
EXHIBIT B: LIST OF PARTICIPANTS AND GES
Effective Date:
The following is a list of the Participants who are signatory to this Agreement, and their respective Generation
Entitlement Share for each Generating Plant contemplated under this Agreement.
Participant GES for Each Site*
Site Location
Site Description
Est. Size
(MW)
ALA
HEA
LOD
LOM
PAL
PLU
PORT
REU
SVP
SHL
UKI
Alameda
Doolittle
2.4
100%
Healdsburg
WWT
1.8
100%
Lodi
Century
Pixley Basin
Pixley West
Locust
Gara a Structure
Awani
1.1
4.9
1.4
0.5
0.5
1.3
100%
Lompoc
Parcel 11003
5.6
100%
Palo Alto
Golf Course
0.7
100
0/0
Plumas-Sierra
Beckwourth
Marble
4.6
3.9
100%
Port of Oakland
Redding
Airport
2.0
100%
East
Landfill
Stillwater
13.9
10.3
3.1
100%
Ukiah
WWT
Carport?
2.0
I TBD
100%
*As of 1/31/2018 and subject to change Assumes each participant participates 100% of its own generation.
B -i
SECOND PHASE AGREEMENT FOR NCPA SOLAR PROJECT 1
EXHIBIT C: LIST OF POTENTIAL SITES AND ESTIMATED CONTRACTOR COSTS PER PHASE
Participant
Site Description
Est. Size
(MW)
Phase 2A
Phase 2B
Phase 2C
Phase 2D
Alameda
Doolittle (Capped Landfill)
2.4
NA
$34,500
$63,250
$258,750
Healdsburg
WWT (Floating)
1.8
NA
$34,500
$63,250
$258,750
Lodi
Century
1.1
S25,760
$33,350
$69,000
$270,250
Pixley Basin
4.9
Pixley West
1.4
Locust
0.5
Garage Structure (Carport)
0.5
Awani (Capped Landfill)
1.3
Lompoc
Parcel 11003
5.6
NA
$27,600
$69,000
$253,000
Palo Alto
Golf Course (Carport)
0.7
NA
NA
$63,250
$253,000
Plumas-Sierra
Beckwourth
4.6
$21,275
$27,600
$69,000
$253,000
Marble
3.9
Port of Oakland
Airport (Carport)
2
NA
$27,600
$69,000
$258,750
Redding
East
13.9
$16,790
$27,600
$80,500
$270,250
Landfill (Capped Landfill)
10.3
Stillwater
3.1
Ukiah
WWT (Floating) or Carport TBD
2.0
$15,000
$28,000
$69,000
$270,250
Optional
Storage Feasibility Study
--
--
+$15,000/site
--
Notes:
1) Figures above are based on high -side estimates as if each site were to be evaluated as a standalone project, plus 15% contingency. GES costs are not included.
2) Phase 2A costs only apply when multiple potential sites are identified for a single service territory.
3) Phase 2B, Phase 2C, and Phase 2D costs apply per site.
4) Phase 2D costs include California Environmental Quality Act (CEQA) expenses ($25,000 est. for full study) and expenses to attain site control ($80,000 est.). These costs
may vary by site and not be entirely applicable for each site.
5) Storage Feasibility Study - Optional study to determine technical and financial feasibility of incorporating energy storage (e.g. batteries) at the site. Cost is per site.
C -i
SECOND PHASE AGREEMENT FOR NCPA SOLAR PROJECT 1
EXHIBIT D: PROJECT DEVELOPMENT AUTHORIZATION FORM
This Project Development Authorization Form is made as of , 20
(the "Phase 2C/2D Effective Date"), by and between Northern California Power Agency ("NCPA")
and the certain signatories to the SECOND PHASE AGREEMENT FOR NCPA SOLAR PROJECT
1 that are directing NCPA to continue work into Phase 2 activities into pre -construction, project
development, and financing ("Authorizing Participants"). NCPA and the Authorizing Participants
of this Project Development Authorization Form are referred to herein as "Parties".
RECITALS
A. NCPA and the Authorizing Participants are party to the Second Phase Agreement For NCPA
Solar Project 1, which has an effective date of ("Second Phase Agreement").
B. Pursuant to the Second Phase Agreement, NCPA is developing Renewable Energy Supply
on behalf of Participants, which consists of environmental analysis, pre -construction studies,
design, and contract negotiation for several potential solar photovoltaic generation facilities
located in or near Participants' electric service territories.
C. The Second Phase Agreement, as executed, authorizes NCPA to carry out certain feasibility
assessments and screening analyses (i.e. Phase 2A and Phase 2B activities) to help inform
Participants if proposed sites and projects are viable and/or economical to pursue, and
Participants agree to provide funding to cover all related costs for activities conducted on
their behalf.
D. The Second Phase Agreement requires supplemental action and authorities from Participants
prior to NCPA conducting any Phase 2C or Phase 2D activites.
E. This Project Development Authorization Form is intended to serve as the requisite
supplemental action and authority from Authorizing Participants to direct NCPA to conduct
D -i
SECOND PHASE AGREEMENT FOR NCPA SOLAR PROJECT 1
Phase 2C and Phase 2D activities into pre-conscrution, project development, and financing
on behalf of the Authorizing Participants; and is intended to serve as the Authorizing
Participant(s) consent to provide funding to cover all related Phase 2C and Phase 2D costs
for activities conducted ontheir behalf.
NOW THEREFORE, the Parties agree as follows:
Section 1. Purpose.
The purpose of this Project Development Authorization Form is for the Authorizing
Participants signatory hereto to authorize NCPA to conduct Phase 2C and Phase 2D activities, as
defined in the Second Phase Agreement, on their behalf; and for Authorizing Participant to agree to
provide funding for all such activities.
Section 2. Description of Site and Project.
This Project Development Authorization Form pertains to the project at the location
described below ("Authorized Project Site").
Location (City):
Facility Description:
Approximate Acreage:
Capacity (MW AC):
Section 3. List of Authorizing Participants & Site -Specific GES.
The following Authorizing Participants encompass all Members interested in further
development of the Authorized Project Site and lists each Authorizing Participant's GES of the
Authorized Project Site.
Authorizing Participant GES (%) GES (MW AC)
D -ii
SECOND PHASE AGREEMENT FOR NCPA SOLAR PROJECT 1
Section 4. Project Costs for Phase 2C and Phase 2D
The not -to -exceed cost for Phase 2C and Phase 2D activities for the Authorized Project Site
is $,.00 (text description of NTE cost).
Section 5. Authorities and Obligations.
5.1 Authorization and Funding. The Authorizing Participants hereby authorize
NCPA to conduct Phase 2C and Phase 2D activities, as defined in the Second Phase
Agreement, for the Authorize Project Site identified above. The Authorizing Participants
hereby agree to provide all necessary funds to NCPA to conduct these activities, with costs
not to exceed the figures listed in Exhibit C of the Second Phase Agreement for the
Authorized Project.
5.2 Obligations of NCPA. Upon full execution of this Project Development
Authorization Form, NCPA shall commence work on all Phase 2C and Phase 2D activities,
as defined in the Second Phase Agreement, for the Authorized Project Site on behalf of the
Authorizing Participants.
5.3 Obligations of Authorizing Participants. Authorizing Participants hereby
agree to continue to pay or advance to NCPA its allocated share of the costs in accordance
with the Second Phase Agreement and this Project Development Authorization Form in
connection with its participation in the Authorized Project.
IN WITNESS WHEREOF, NCPA and each Participant have, by the signature of its
duly authorized representative shown below, executed and delivered a counterpart of this
Agreement.
D -iii
SECOND PHASE AGREEMENT FOR NCPA SOLAR PROJECT 1
NORTHERN CALIFORNIA AUTHORIZING PARTICIPANT
POWER AGENCY ADDRESS
651 Commerce Drive CITY, STATE ZIP
Roseville, CA 95678
By: Randy S. Howard By:
Title: General Manager Title:
Date: Date:
Approved as to form: Approved as to form:
By: Jane Luckhardt By:
Title: General Counsel Title:
Date: Date:
Attestation (if applicable) Attestation (if applicable)
By: By:
Title: Title:
Date: Date:
D -iv
SECOND PHASE AGREEMENT FOR NCPA SOLAR PROJECT 1