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HomeMy WebLinkAbout83-66 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 1'/ 18 19 20 21 22 22 24 25 26 RESOLUTION NO. 83-66 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF UKIAH APPROVING AGREEMENT FOR FI~!ANCING OF PLANNING & LICENSING ACTIVITIES FOR CONSTRUCTION OF GEYSERS TRANSMISSION FACILITIES, SECOND PHASE AGREEMEHT WHEREAS, the City Council met in regular session, and WHEREAS, it was determined to be to the City's benefit to participate in the Second Phase Agreement for planning and licensing activities for construction of Geysers Transmission Facilities, NOW, THEREFORE, BE IT RESOLVED that the City Council does authorize the Mayor and Clerk to execute said agreement. PASSED AND ADOPTED this 18th day of May, 1983, by the following roll call vote: AYES: Councilmembers Kelley, Dickens, Hickey, Myers NOES: Councilmember Feibusch ABSENT: None ATTEST: TheodO.r...Fd~bUSch Mayor City C er 4/6/83 #2377A AGREEMENT FOR FINANCING OF PLANNING AND LICENSING ACTIVITIES FOR CONSTRUCTION OF GEYSERS TRANSMISSION FACILITIES This Agreement dated as of March 1, 1983, by and between Northern California Power Agency, a joint powers agency of the State of California, hereinafter called "NCPA" and those of its members who execute this Agreement, hereinafter called "Project Members", witnesseth: WHEREAS, NCPA and other publicly and privately owned utili- ties have constructed geothermal power plants in the known Geothermal Resources Area located in Lake and Sonoma Counties (hereinafter called the Geysers) and have proposed the construc' tion of additional geothermal power plants there; and WHEREAS, there is, and will continue to be, inadequate transmission capacity to deliver the power generated by the existing and proposed power plants out of the Geysers, even after the construction of new transmission facilities heretofore approved by the California Energy Commission; and WHEREAS, the Project Members desire to investigate the feasibility and cost of acquiring additional transmission capa- city in the Geysers (either by the construction of facilities jointly with others, or by the purchase of an interest in such facilities constructed by others, or both), and to pursue the necessary regulatory approvals therefor; and WHEREAS, the cost of the planning and development activi- ties for said transmission facilities (hereinafter referred to as "the Project") is estimated to be $1,600,000; and WHEREAS, it is desirable that the Project Members formalize their understanding regarding sharing of the benefits and bur- dens associated with their participation in the Project; NOW THEREFORE, the parties hereto agree as follows: Section 1. Obligation Formalized-Percentage Participation Collection and Documentation. Each Pro~ject Member hereby agrees to continue to pay or advance to NCPA, from its electric depart- ment revenues only, its percentage share of the costs authorized by Project Members in accordance with this Agreement in connec- tion with its participation in the Project. Each Project Member~ further agrees that it will fix the rates and charges for ser- vices provided by its electric department so that it will at all times have sufficient money in its electric department revenue funds to meet this obligation. The percentage participation of each NCPA member which nas tentatively determined to be a Project Member is initially established as follows: Alameda Biggs Gridley Lodi Healdsburg Lompoc Palo Alto Redding Roseville Santa Clara Ukiah Plumas-Sierra R.E.C. 31.865 00.439 00.748 21.701 06.936 06.948 04.159 00.000 15.072 00.000 10.595 01. 537 100.00% -2- The above participation percentages shall be revised pro- portionately if less than all of the above NCPA members become Project Members, and thereafter if and when any Project Member withdraws in whole or in part. Any Project Member wholly with- drawing shall thereupon cease to be a Project Member for all purposes except for purposes of Section 4. Hereafter, NCPA shall demand from each Project Member its share of its agreed to financial commitment on a concurrent basis. Any part of such demand by NCPA which remains unpaid for sixty days after its billing date shall bear interest from such sixtieth day at the prime rate of the Bank of America 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 funds advanced according to this Section 1 shall be used to establish a working capital fund if and when approved by the Project Members, and in an amount and subject to any limita- tions approved Dy the Project Members. Section 2. Limited Riqhts to Participate In Final Implementation and Financing. (a) Discretion - Disposition of Transmission Capacity. In consiaeration of the payments provided for in Section 1 hereof each Project Member who has not wholly with- drawn, or who is not then in default shall have an exclusive -3- option to enter into a Third Pase Agreement for all or a part of its participation percentage of all transmission capacity developed for use by NCPA members pursuant to this Agreement. (b) Increase in Purchases. A Project Member can, at the time of entering into the Third Phase Agreement, purchase more than its participation percentage of Project transmission capacity if additional capacity is available by reason of the non-participation in the Third Phase Agreement by one or more Project Members. Such excess capacity shall be reallocated among those who do participate in the same proportion as their shares bear to the total shares of those who do participate. If Project Members so entitled do not wish to contract for all the excess capacity, such remaining excess shall be disposed of as agreed 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 transmission capacity of the Project prior to the expiration of this Agreement, to be known as the Third Phase Agreement. They shall also establish the date by which the Third Phase Agreement must be executed by Project Members and delivered to NCPA if they are to participate in the purchase of transmission capacity from the Project. Failure to execute the Third Phase Agreement for any of its total participation share and to deliver it to NCPA by that date or 30 days after member receipt, whichever is later, will be an -4- irrevocable decision on part of that Project Member not to pur- chase any such transmission capacity. Execution and delivery of the Third Phase Agreement for less than its total participation percentage and delivery of that Project Member executed agree- ment to NCPA by the date established or 30 days after Project MemDer's receipt, whichever is later, will likewise be an irrevocable decision on the part of that Project Member not to purchase any such transmission capacity in excess of the share set forth in its delivered agreement. Supplemental agreements or other agreements will be entered into for the excess or sur- plus capacity. The procedure for processing supplemental agree- ments shall be consistent with those prescribed immediately above in this subsection (c) for making purchases of transmis- sion capacity. Failure to return an executed agreement for any additional transmission capacity within the prescribed period is an irrevocaDle decision not to purchase such additional capa- city. The Project Member making any herein defined irrevocable decision not to purchase all of its share of transmission capa- city shall be foreclosed from utilizing, and shall be relieved of further burdens related to, transmission capacity which it has declined to purchase. Section 3. MemDer Direction and Review. NCPA shall comply with all lawful directions of the Project Members with respect to this Agreement, while not stayed or nullified, to the fullest extent authorized by law. Actions of Project Members, including -5- giving above directions to NCPA, will be taken only at meetings of authorized representatives of Project MemDers duly called and held pursuant to the Ralph M. Brown Act. Ordinarily, voting by representatives of Project Members will be on a one member/one vote basis, with a majority vote required for action; however, upon request of a Project Member representative, the voting on an issue will be by percentage participation with 65% or more favorable vote necessary to carry the action. 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 nullified, unless the NCPA Commissioners of Project Members holding at least 65% of the total participation percentage then in effect vote in favor thereof at a regular or specially called meeting of Project MemDers. If the Notice of Intention concerned a failure to act, such action shall nevertheless be taken if NCPA Commissioners of Project Members holding at least 65% of the total Participation Percentage vote in favor thereof at a regular or specially called meeting of Project Members. -6- Section 4. Conditional Repayment to Members. Ail payments and advances made heretofore, and those hereafter made pursuant to Section 1, excluding interest paid on delinquent payments, shall be repaid to each of the entities making such payments and advances pursuant to this Agreement out of the proceeds of the first issuance of the Project bonds or as and when there are sufficient funds available from partial sale of bonds. Such reimbursements shall be made within 60 days following the sale of any Project bonds and shall include interest computed monthly at a rate equivalent to the end of the month prime rate of the Bank of America NT&SA. Any interest due under the third para- graph of Section 1 of this Agreement and unpaid shall be deducted from the repayment. If NCPA determines to construct transmission facilities, but is not successful in obtaining approval therefor from the California Energy Commission (CEC), there' shall be no reimbursement except out of unused Project funds including those then in the Working Capital and Contingency Fund account, along with all other receipts to which NCPA is entitled in connection with the Project. Section 5. Term. This Agreement shall take effect on March 1, 1983, but only if approved by NCPA members holding 85% of the initial percentage participation prior to May ] 8, 1983 and executed by such members prior to July 1, 1983. This Agree- ment shall not be binding upon Plumas-Sierra Rural Electric Cooperative until approved in writing by the Administrator of the Rural Electrification Administration. This Agreement shall -7- be superseded by the Final Transmission Contract which Project Members shall enter any time prior to the issuance of the CEC license, but in no event later than 120 days after the receipt of the CEC license, pursuant to Section 2, except that Section 4 shall remain in effect. Changes may be made in this Section 5, ex-cept as to the continued effectiveness of Section 4, in accord- ance with Section 3 hereof. Section 6. Financial Commitments. Each Project Member · agrees to a total financial commitment for its respective per- centage participation of the NCPA share of a total of $1,600,000 principal amount plus interest thereon, if any, including pay- ments and advances heretofore made, as authorized and approved by Project Members. This is the total estimated budget for these proceedings until CEC issues the Project license. From time to time as needs arise, representatives of Project MemDers may, by a favorable vote as provided in Sec- tion 3, authorize an increase in NCPA's financial commitment which can be shown to support the completion of the Project but only after 30 days' written notice of such proposed increase has been given to all Project Members. Section 6A. Assignment. (a) Notwithstanding any other provision of this Agreement, if NCPA shall require funds to carry out the terms of this Agreement prior to the receipt of adequate funds from the Project Members, it may assign its right to receive any payments under this Agreement to a bank or other financial institution to secure a borrowing by NCPA of not more -8- than $1,600,000 or in exchange for an amount of money equal to not more than $1,600,000. Project Members hereby consent to such assignment, and upon notification in writing by NCPA, each such Project Member will make each such assigned payment directly to the assignee. The assignee shall not be liable to Project Members for the amounts as assigned, and NCPA shall use the pro- ceeds of such borrowing or assignment for the purposes provided in this Agreement. If an assignment is made under this section, then upon t~e failure of any Project Member to make any payment so assigned, the Percentage Participation of each non-defaulting Project Member shall be automatically increased for the term of the assignment pro rata with that of the other non-defaulting Project Members, and the defaulting Project Member's Percentage Participation shall (Dut only for purposes of computing the respective Percentage Participation of the non-defaulting Project Members) be reduced correspondingly; provided that the sum of such increase for any non-defaulting Project Member shall not exceed without written consent of the non-defaulting Project Members an accumulated maximum of 25% of the non-defaulting Project Member's original Percentage Participation. If the Project Member shall fail or refuse to pay any amounts due to NCPA, the fact that other Project Members shall increase their obligations to make such payments shall not relieve the defaulting Project Member of its liability for such payments and any Project Member increasing such oDligation shall -9- have a right of recovery from the defaulting Project Member to the extent of such respective increase. In addition, NCPA may terminate the provisions of this Agreement insofar as they entitle the defaulting Project Member to its Percentage Participation of Project output. (b) For the purposes of such assignment, NCPA may fix and schedule the total amount payable Dy each Project Member into any number of semi-annual payments, not less than four nor to exceed ten, and the dates on which sUch payments will be made, and each Project Member agrees to abide by such schedule. NCPA shall provide a reasonable opportunity for any Project Member to prepay its total obligation. (c) After such an assignment is made, no Project Member may avoid the obligation so assigned by withdrawal pur- suant to section 7 hereof or otherwise. (d) If NCPA makes an assignment pursuant to this sec- tion, it may transfer any or all of its rights and duties to a nonprofit corporation formed to act on behalf of NCPA if the voting power of the members of such corporation is distributed in the same manner as that provided in sections 3 and 8 of this Agreement. Section 7. Withdrawal From Further Participation. If at any time following the execution of this Agreement, there is an increase in NCPA's financial commitment, Project Members may partially withdraw, i.e., from participation in the increase, or may withdraw wholly from the Project. Such withdrawal shall be -10- subject to honoring any commitments made by them or on their behalf pursuant to authorization of this Agreement. To with- draw, such Project Members shall give NCPA written notice of such withdrawal, in part or in whole, within thirty (30) days of the receipt of the notice by them of the increase. Section 8. Voting Rights and Duration. A Project Member is participating for purposes of Section 3 percentage voting until it completely withdraws, but a partial withdrawal will result in a reduction in its percentage participation to the ratio of its payments after such withdrawal to the total amount of payments by all Project Members after such withdrawal. When the Third Phase Agreement is executed, or revised, revised par- ticipation percentages for voting shall be established by dividing the amount of transmission capacity agreed to be pur- chased by each Project MemSer by the total amount of such capa- city-to be purchased by all Project ~lembers 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%, but such 65% shall not be reduced below 50%. Section 9. Quorum Defined. The presence of either a majority of the Project Members, or of Project Members then having a comDined participation percentage of at least 65% shall constitute a quorum for the purpose of action. If no quorum is present at a regular meeting of such Project Members, the absent -11- Project MemDers shall pay $50 each, the money to be paid into the working capital fund of the Project. IN WITNESS WHEREOF, each Project Member has executed this Agreement with the approval of its governing body, and caused its official seal to be affixed, and NCPA has authorized this Agreement in accordance with the authorization of its Commission. NORTHERN CALIFORNIA POWER AGENCY CITY OF ALAMEDA By: By: By: By: CITY OF BIGGS CITY OF REDDING By: By: By: By: CITY OF GRIDLEY CITY OF ROSEVILLE By: By: By: By: CITY OF HEALDSBURG CITY OF SANTA CLARA By: By: By: By: CITY OF LODI By: By: CITY OF UKIAH_ Hattie Tillots6-~, ~ity Clerk - -12- CITY OF LOMPOC By: By: PLUMAS-SIERRA RURAL ELECTRIC COOPERATIVE By: By: CITY OF PALO ALTO By: By: -13-