HomeMy WebLinkAbout80-74 5
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RESOLUTION NO. 80-.74
RESOLUTION OF THE CITY COUNCIL OF THE
CITY OF UKIAH APPROVING AMENDED MEMBER
AGREEMENT FOR CONSTRUCTION, OPERATION
AND FINANCING OF NCPA GEOTHE~AL GENERATING
UNIT NO. 2 PROJECT
BE IT RESOLVED that-the amended Member Agreement
dated June 15, 1977, for construction, operation, and
financing of NCPA Geothermal Generating Unit No. 2,
attached hereto and made a part hereof is hereby approved
and the Mayor and Clerk are authorized to execute same
on behalf of the City.
PASSED AND ADOPTED this 23rd day of April, ].980,
by the following roll call vote:
AYES: Councilmembers Riley, Myers, Hickey
NOES: Councilmembers Snyder, Feibusch
ABSENT: None
ATTEST:
/'
City Clerk
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OF
Rev.
Rev.
AMENDED AND RESTA'I'E[~ HE'FiBER A..GREEI,1ENT
FOR CONSTRUCTION, OI~ERAI'ION AND FINANCING
NCPA GEOTtlERMAL GENERATING UNIT //2 PROJECT
·
2/4/80
2/13/80
be twee n
of the
This Agreement, made
NortheYn California
State 'of California,
those of'.its
cal led.."Purchas., fng
that
members who eXecute
Particioatino
as of January l, 1980, by and
PoV~et Agendy','a' joint'~o'werg agency
~hereinafte~ calle'd "I~CPA,,'"and '
'this Agrbement:, herein'after"-.
"· wil~ne~seth' ..~
M6mb6 rs,
~/HEREAS, NCPA and those of its.members
hated
called
Development
called the
opmen t and
ated works
creation of the following
Participating Members:
"Part'icipating Members" entered into
as
"NCPA Member Agreement for Participation in
Fund," dated July 1, 1975, as amended,
Development Fund Agreement, t-o provide
planning of electric generating projects and associ-
and which Development F~nd Agreement result'ed in the
"Participating Percentages" amono those
therein desig-
an agreement
Electric Power
hereinafter
for the devel-
City of Alameda 14.994%
City of Biggs 0.167%
City of Gridley 0.334%
City of Healdsbbrg 3.177%
City of Lodi 14.560%
City of Lompoc 3. 266%
City of Roseville 3.177%
City of Santa Clara 54.651%
City of Ukiah 4.972%
Plumas-Sierra R. E. C. 0.702%
100.000%
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W~FREAS, pursuant to tl~e I)evelopment Fund Agreement,
NCPA has entered into a "Geothermal Steam Sales A~reement" with
Sheli Oil Company, dated as of June 27, 1977, here-
inafter called the Shell Agreement, which provides for the supply
of geothermal steam for an electric generatin'g plant to be 'known
as NCPA Geothermal Generating Unit No. 2; and
WHEREAS, pursuant to the Development Fund Agreement and
particdlarly article lO(c) thereof, NCPA and some or all of the
Participating Members entered into a further agreement with
respect to the specific project to be constructed under the
Shell Agreement, to prepare for the financing of the Project,
·
which may include the issuance of Bohds, which agreement was
entitled "Member Agreement for Construction, Operation, and
Fi. nancing of NCPA Geothermal Generating Unit' #2 Project" and
dated as of June 15, 1977, herein called the "Member Agreement";
and ·
WHEREAS, such agreement provided for supplemental agree-
ments to clarify the assurances and make the obligations thereof
more specific, to satisfy legal requirements, and provide
security for the bonds to be issued thereunder; and
WHEREAS, the changes contained in this revision have
been negotiated to accomplish the purposes' set .fortt~ in the next
above recital; now therefore, the said Member Agreement is
hereby revised .to read as follows:
1. Definitions. Terms used herein that are defined in
the Development Fund Agreement have the same meaning in this
Agreement as in that agreement, uhless otherwis~ specified, and,
in addition'
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(a) "Agreement" means the Member
Construction, Operation, and I'-'inancing
Generating Unit No. 2 Project, as amended
"Bonds"
or any
time.
(b)
of credit
to finance
ment, Bonds
corporation acting on beha
a's NCPA Bonds.
(c) "Bond 'Indenture"
Agreement 'For .
of NC'PA Geothermal
from time to
means bonded indebtedness, loans, letters
other evidences of indebtedness issued
the Project. For
whether issued
by
If
the.purposes of this Agree-
NCPA or by a nonprofit
of NCPA shall be treated
·
means any indenture or other
instrument pursuant to which (i)securities having the
·
benefit of Section 5(b) may be issued or (ii) money,
·
the repayment of which is secured by Section 5(b), may
be borrowed. '
(d) "Electric System" means all properties and
assets, real and personal, tangible and intangible,
the Purchasing Participating Member now or hereafter
of
existing, used or pertaining to the generation, trans-
mission, transformation, distribution and sale of electric
power and energy, including all additions, extensions,
·
expansions, improvements and
·
equippings thereof; provide'd,
the Purchasing Participating
of an asset or property, only
Member's ownership interest in
shall be considered to be part
..
betterments thereto and
however, that to the extent
Member is not the sole owner
the Purohasing Participating
such asset or property
.of' its Electric System.'
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(e) "Generating Plant" means the plant provided for
in the Shell Agreement.
(f) "NCPA Geothermal Generating Unit t!2 Project"
or "Project" means the Generating Plant and all other
NCPA works contemplated by tile Shell Agreement, or which
are necessary or convenient for delivering the output of
.the Generating Plant to Participating Members or others.
(g) "Purchasing Participating Members" means those
Participating Members 'who participate in carrying out
the Shell Agreement
(h) "Purchasing
those percentages derived by
Percentage of each Purchasing
the sum of tile Participation
Participating Members.
(.i) "Revenues" means
charges, and other moneys
cipating Member from the
Electric
ality of
fees ,
by signing this Agreement.
Participation Percentage" means
or other moneys
earnings and income is
the Electric
derived from
fees, charges
of such
System, (ii) the
the investment
charges, or other moneys derived from the sale,
·
furnishing, and supplying of the electric power and
'energy and other services, facilities, and commodities
sold, furnished, or supplied through the facilities of
Percentages of all Purchasing
all income, rents, rates, 'fees,
derived by the Purchasing Parti-
Ownership or operation of its
earnings on and income
such income, rents, rates,
t.o the extent that the use
limited by or pursuant to
·
System, including,
·
the foregoing, (i)
without limiting the gener-
all income, rents, rates,
dividing the Participation
Participating Member by
law to ~he Electric System and (iii) the proceeds derived
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ca te the
Geo th e rrna
Membe rs,
Project·
Participating Member direc'tly or in-
ject,
sary
by the. Purchasing
directly from the sale, lease or other disposition of
a part of the Electric System as permitted hereby, but
the term "Revenues" shall not include customers' deposits
or any other deposits subject to refund until such de-
posits have become t'he prop. erty of the Purchasing Parti-
cipating Member.
!
(j) "Trustee"
means the trustee
Indenture or, if there is no trustee,
therein as "Trustee" for purposes of
Purpose. The purpose
electric power to be made avail'able
1 Generating Unit #2 to Purchasing
and to provide a mechanism for the
·
under a Bond
the party identified
this Agreement.
efforts
and make
authority
of this Agreement is to allo-
·
from the NCPA
Participating
financing' of such
Construction and Operation. NCPA will use its best
to finance, construct, own, and operate the Pro-
all necessary replacements, and obtain all neces-
and rig'hts, and do all things necessary and
Purchasing Participating ~.~embers will
to that end, an'd will give any and all
convenient therefor.
cooperate with NCPA
clarifying assurances
reasonably necessary
by supplemental agreements that may
in the opinion of NCPA's bond counsel
be
to
make the obligation herein more specific, to.satisfy legal re-
quirements and provide security for the Bonds, including,
but not limited to, covenants on the issuance of additional
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e.
indebtedness payable out of Revenues of the Electric System, if
any.
The Bonds shall be secured only by the Revenues of the
Electric System of the Purchasing Participating Members. The
Bonds may be issued by NCPA or by a nonprofi~ corporation
acting on behalf of NCPA, which for the purposes of this Agree-
ment are treated as NCPA Bonds. Any such nonprofit corporation
may ho'ld title (fee or leasehold interest) to the Project during
the period when its Bonds are outstanding, but shall then' ~.
transfer ownership of the Project 'to NCPA;
If Bonds are issued by a nonprofit corporation on behalf ,.
of NCPA, NCPA shall transfer and assign to such nonprofit ~or-
poration that portion of the paym.ents received hereunder from
Purchasing Participating Members which is su'fficient to meet
the nonprofit corporation's obligations, including debt service
on Bonds, and upon notice from NCPA each Purchasing Pa'rticipating
~4ember may be required to pay such portion directly to the non-
profit corporation. Such transfer and assignment By NCPA shall
be made effective for such time as NCPA shall determine and pro-
vide.
4. Sale of Power from Generatinq Plant. .qCPA will do
all things necessary, and possible to deliver the output of the
Project to Purchasing Participating Members in accord'ance with
their Purchasin.g Participation Percentages, at a point on or
adjacent to the Electric System of the Purchasing Participating
Member, reasonably well adapted to 'the ability of such Member to
uti'lize the power, and to make all necessary an-d possible arrange
ment~, for transmission of such power over the lines of' o.thers,
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and for additional' power required 'from others a's reserves against
planned or emergency service interruptions.
5. Rates and Ch.'.a_r_~j_e___s. Until Bonds are issued, total
costs of the Project to NCPA will be paid pursuant to the Develop
ment Fund Agreement.
(a) Commending with t'he commercial operation of tile
Project, NCPA or a nonprofit corporation undertaking to
finance tile Project on behalf of NCPA, shall fix charges
base'd on the anticipated power output of tile ~roject to
produce Revenues not exceeding the amounts anticipated
to be needed to meet the total costs .to provide power from
the Project, including but not limit'ed to debt service on"
Bonds, purchase of steam and all Other payments provided'
for under the Shell Agreement, operation and maintenance
costs and necessary replacements, and a reasonable reserv~
for contingencies, and to repay NCPA for all other Project
costs.
(b) Commencing with the issu'ance of Bonds for tile
Project, but only to the extent that the funds provided
under Section 5(a) hereof are not sufficient for such
purpose and that the obligations under this Section 5(b)
of the Purchasing Participating Members are pledged or
assigned at the sole discretion of NCpA under any security
agreement for Project Bonds of NCPA or a nonprofit cor-
poration which has issued Project Bonds on behalf of NCPA,
each Purchasing Participating Member s~all pay to NCPA,
to such corporation or to an assio'nee of either of them
(consent to which assignment is hereby given) an amount,
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equal t'o such Purchasing Participating Member's Purchasing
Participation Percentage of the total' cost to pay all
amounts of principal and interest on the Bonds and all
other payments 'required to be made under tile Bohd In"
denture or other agreement or instrument providi~g for.
the issuance and r. epayment, of tile Bonds.
:
The obligation of this Secti.on 5 is incurred by each
·
Purchasing Participating Member for.the benefit of future
..
holders of NCPA Project Bonds and for the provider of the
..
steam ,under the Shell .Agreement, among others, under'the
Project, and shall commence and continue to exist and be
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honored by Purchasing Participating Members whether or
not power is furnished to them fr. om the Project at all
times or at all, (which provision may be characterized
as an obligation to pay ali costs on a tak'e-or.-pay basis
·
·
whether or not such project output is delivered or pro-
vided), to the extent that such a provision is, at the
sole discretion of NCPA, included in any security agree-
ment for NCPA Project Bonds.
The Purchas°ing Participating Member shall make payments_
under this Agreement solely from the Revenues of, and as
·
an operating expense of, its. Electric System, whether or
not the Project is completed, operable, operating, or
retired and notwithstanding the suspension, interruption,
interference, reduction or curtailment of Project output
or the power and energy contracted for in whole or in part
for any reason whatsoever, 'to the extent that such a pro-
vision is, at the sole discretion of NCPA, includable in
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any security agreemen't
ments are not subject
or otherwise, and are
NCPA or any other Purchasing Participating Member under
this Agreement .or any other agreement. Nothing herein
shall be construed as proh'ibiting Purchasing Participating
Member from using any other funds and revenues for pur-
poses of satisfying any provision~ of this Agreement.
. .
No P. urchasii~g Part'icipating Member shall be liable
und'er this Agreement for the debts of any other Purchasing
Participating Member.
The Purchasing Participating
establish and collect
power furnished through
agrees to
electric
Electric
to meet
any and
a charge and
The
for NCPA Project Bonds. Such pay-
to any reductioh, whether by offset
not Conditioned upon performance by
adopt an annual budget pursuant to Section 8.
A billing statement prepared
the Purchasing Partic'ipating Member
by NCPA will be sent to
·
not l a~er than the fifteenth
agrees that it shall, at all times, operate the proper-
ties of its Electric System and the business in connec-
tion therewith in an efficie'nt manner and at reasonable
·
cost and shall maintain its Electric. System in good
repair, working order, and condition.
5A. Annual Budqet and Billinq Stateme. nt. NCPA will
its obligation under this Agreement and to pay
all other amounts payable from or constituting
lien upon any or all such Revenues.
Purchasing Participating Member covenants and
·
·
Member covenants and
fees and charges for
facilities of its
System sufficient to provide Revenues. adequate
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(15th) day aft'er the end of the billing period showing the
amount payable by the Purchasing Participati'ng Member as its
Purchasing Participating Percentage of monthly costs, as monthly
costs are defined' in the Bond Indenture, for the preceding
billing period and the amount of any credits. Amounts shown on
the billing statement are due and payable thirty (30) days after
the date of the billing statement. Any amount due and not paid
by the Purchasing Participating Member within ~-hirty (30) days
after the date of tile billing statement shall bear interest from
the due date until paid at an annual rate to be established by
NCPA at the time of the adoption of the Annual Budget.
On or before the day five (5i calendar months after the
end of each fiscal year, NCPA shall submit to the Purchasing
Participating Member a statement of tile aggregate monthly costs
for such fiscal year. If the actaal monthly costs and the
Purchasing Participating Member's Purchasing Participation Per-
centage thereof, pursuant to this Agreement or under tile Bond
Indenture, and other amounts payable for any fiscal year exceed
the estimate thereof on the bas'is of which the Purchasing Parti-
cipating Member has been billed, the deficiency shall be added
to the next succeeding billing statement. If the actual aggre-
gate monthly costs and the Purchasi.ng Participating Member's..
· ..
Purchasing Participation Percentage 'thereof and any adju'stment ·
of or credit to the Purchasing Participating Member's Purchasing
Participation Percentage thereof or other amounts payable for
any fiscal year are less than the estimate on th'e basis of wl~ich
the Purchasing Participating Member has been billed, NCPA shall
.,
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credit such
next billing
Ifa
dist)ute tile
shal 1 pay
thirty
NCPA.
issue a
the
excess
against the Purchasing Participating Member's
statement.
Purchasing
correctness
Participqting Member shall question or
o'f any billi, ng statement .by NCPA, it
NCPA the amount claimed when due and shall within
(30) days of its receipt request an explanation from
If tile bill is determined to be incorrect, NCPA will
corrected bill and refund any amount which may be due
Purchasing Participating Member.
..If NCPA and the Pur'ch'asing' Participating' Hembe'r'. fail
·
ao]ree 6'n' the correc{'ne§s of a
afte:r 'the M6mber 'has r'eq~ested
hromp:tly sbSmit' t~e' dispU{e· t'o
seq.
bi, l]' w~thi.~' tn'~.r.t~'"(3'o')' d'ays'
an e'xp'la'h'ati, on: .'~he pa.rties
arbi.~ra, tion.'~n~ter s6cti. On
of the Code of Civil Procedure.
5B. Obligation in the Even't of'Default.
Purchasing Participating Member to make
to
sha 1 l
·
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Upon failure
of the any payment in
full when due under this Agreement or to perform any other obli-
gation hereunder, NCPA shall make demand upon such Purchasing
Parti. cipating Member, and if said failure is not remedied within
thirty (30) days from the date of such demand, it shall consti-
tute a default at the expiration of such period. Notice of such
demand shall be provided to the other Purchasing Partic.ipating-....
Members by NCPA.
Upon the failure of the Purchasing Participating Hember
to make any payment which failure constitutes a default under
this Agreement, NCPA shall use its best efforts to sell and
transfer all or a portion of such Purchasing Participating
·
MeL~ber's Purchasing Participation Percentage of Project output
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fo'r all or a portion
men t. If all or any
Member's Purchasing
is transferred, the
not be reduced, and
remain liable
Participation
not been 'made,
to the extent
of the remainder of the term of this Agree-
portion o~ the Purchasing Participating
Participation Percentage of Project output
·
Purchasing Participating Member's share shall
f rom
the .Purchasing Participating
to NCPA to pay the full amount of
Percentage of monthly costs as if
except that such liability shall
that NCPA shall rece'ive payment
thereof. If such default shall cause NCPA to be in
the Bond' Indenture, NCPA may' terminate, the provisions
/~greement insofar as the same entitle the Purchasing
lng Member to its Purchasing Participation Percentage
output. Except for such termination, the obligations
Purchasing Participating Member under this Agreement
tinue in full force and effect.
Upon the failure of any Purchasing Participating
to make any payment which failure constitutes a default
this .Agreement, or upon termination, and
made pursuant to the foregoing paragraph,
pating Member's Purchasing Participation
defaulting Purchasing Participating Member shall,
included in the Bonds, be automatically increased
maining term of this Agreement pro r'ata with that
nondefaulting Purchasing Participating.Members and
Purchasing Participating Member's Purchasing
Percentage shall, (but only for purposes of,
rive Purchasing Participation Percenl~ages of
Member shall
its Purchasing
such sale had
be discharged
the transferee
default under
of this
Parti ci pat-
of Project
of the
shal 1 con-
Member
under
except as transfers are
the Purchasing Partici-
Percentage of each non-
to the extent
for the re--
of the other
the defaulting
Participation
computing the respec-
the nondefaul ting
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Purchasing
provi (led,
defaulting
Part~icipating Members), be reduced correspondingly;
however, that the sum of such increases f'or any non-
Purchasing Participating Member shall not exceed,
without written consent of the nondefaulting Purchasing Partici-
pati'ng Members, an accumulated maximum of 25% of the nondefaultin
Purchasing Participating Member's original Purchasing Participa-
ti on Percentage.
If the Purchasing Participating Member shall fail or
refuse to ~ay any amounts due to NCPA, the fact that other
Purchasing Participating Members have increased their obliga'tionS
to make such payments 'shall not relieve the defaulting Purchasing
Participating Member of its liability for such payments, and
any Purchasing Participating Members 'increasing such obligation
shall have a right of recovery from.the defaultihg Purchasing
Participating Member to the extent of such respective, increase..
·
The Trustee shall have the right, as a third party bene-'
ficiary, to initiate and maintain suit to enforce this Agreement
to the extent provided in tile Bond Indenture.
5C. Covenant with Res..pect to Additional Oblig. ations
·
of Purchasinc~ Participatin(t Member- The Purchasing Participating
Member shall not issue bonds, notes or other evidences of in-
debtedness, or cause indebtedness t'o be issued on its behalf
'or enter into an agreement to take or tO take-or-pay for power
and energy from a project, payable from tile Revenues of its
Electric System on a parity with or superior to the payment of
operating expenses of its Electric System, (including monthly
costs as defined 'in tile Bond Indenture), unless sucl~ indebted-
ness or agreement is on a parity with operating expenses and
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.
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either (i) an ind6'pe'ndent consulting engineer or engineering
firm or corporation having a nationa-1 and favorable reputation
for'speCial skill, knowledge and experience in analyzing the
operations of electric utility systems shall render and file with
NCPA a written opinion that the incurrence o-f any such..indebted-
ness or the entering into any sudh agreement will not materially
adversely affect the capacity of such Purchasing Participating
Member. to meet its obligations and covenants under this Agree-
merit; or (ii) the annual payments under such indebtedness or
agreement are fixed and the Revenues for the fiscal year next
preceding the appro'val of such indebtedness or agreement are at
least (a) 1.25 tin'~es the maximum' annual amount of such payments "
pursuant to Section 5(b) hereof and under the proposed indebted'
ness or agreement and all other similar inde-btedness and agree-
·
ments, plus (b) the sum of all other amounts payable from or.
·
constituting a charge or lien upon any of the Revenues in such
·
preceding fiscal year.
6. Transfer, Assiqnment, Sale and Exchano, e of Power
and Rights Thereto. This Section places no restraint upon .any
transfer, assignment, sale or exchange of Project power or
rights thereto, of any Purchasing Participating Member when such
transfer, assignment, sale or exchange is for the direct or
System. Wi th
or exchanges the
unfettered rights so far
the customers of 'its Electric
transfers, assignments, sales
indirect use of
regard to such
transfer, a.ssi gnment,
the trans fer, . assi gnment,
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Purchasing Participating Member has
as this Agreement 'is concerned.
As used in this Section, the
exchange or sale of power i'ncludes
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exchange or sale of rights thereto.
(a) As to any other di. sposition
Purchasing Participating Member
ga tions under Section 5
assign, sell or exchange
under this Agreement to
this Section.
of this
power
others
of Project power,
may subject to its ob 1 i-
Agreement transfer,
to which it is entitled
onlY. as provided for in
(b) Such power 'shall be offered first to
other Purc'hasing Participating Memb6rs in this
which desire to acquire such power for the use
customers of their Electric Systems solely. Each
Purchasing Participating.Member shall be limited in
right to such power as against any other' Purchasing
Participating Member to its Purchasing Participation
Percentage thereof.
'(c) Any such power
Participating
members of the
Participating
not accepted by
Members shall .be offered
Development Fund which are not
Members, which shall .be limited
rights as against each other to the
Partic..ipation Percentage is to the total
·
pation Percentage of all such members.
(d) Such power may then be offered
entity provided that at ilo time shall
those
Project
of the
such
its
other Purchasing
secondly to such
Purchasing
in their
proportion which their
of the Partici-
t'o any person 'or
any portion of such
sold or exchanged with
section 103(b) of the
amended, if, such
power be transferred, assigned,
nonexempt entities as de'fined in
Internal Revenue Code of 1954, as
transfer, sale or exchange will cause any Bonds issued
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///
wi th respect
revenue bonds
the Internal
subject
(e)
of power
terms and
Agreement and
dispatch. '
(f) The
paragraph (b)
to 'the
within
Revenue
to federal
Any such
provided for
condi t ions
subject
set
to
treated as industrial
Project to be
the meanino of
Code of 1954, as
·
income taxes.
transfer, assignment, sale or exchange
herein shall be in accor'dance with
forth by the Development Fund
the principles of economic
Parti ci pati no
or (c) above
Purchasing Participating
not more than the co°st of
Purchasing Participating
A..greement plus all.., other
cipati.ng Member related to
· .
section 103(b)
amended, and
of
no
Membe rs
shall
Member
such
~.lember
receiving power under
pay the transferring
for-such power an a'mount
power to such transferring
under Section 5' of this
·
costs of such Purchas.ing
·
such transferred power.
prohi bi ted
Member sha
exclusive of. its
(g) To the extent not
Purchasing Participating
from any other source
Parti-
by ex. isting contracts
ll purchase povier
own generating
projects if
lower cost, to the
other Participating
assignment, sale or
same restriction as
(h) Upon request
under this Section as
pating ~.~ember.
power is available under this Section at
NCPA will
i s des i red
extent of such availability and any
'Member receiving'power by transfer,
exchange her'eunder shall agree to the
a condition of such receipt.
arrange such transaction
by a Purchas'i~g Partici-
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(i) No Purchasing Participating Member shall transferI
ownership of substantially'all of its Electric System to ~'
another entity until it h.as first complied with tile pro-
visions of this subsection. -A consolidation with another
governmental entity or'Change in governmental form is
not deemed a transfer of ownership.
date of such transfer, the
Purchasing Participating
(1) Before the
rights of.the transferring
Member under this Agreem'ent shall have been disposed
of by transfer, assignment, sale or exchange pursuant
to provisions of subsections (a), (b), (c) and (e) of
this Sec.t.ion.'6, and subject.to the limitations of sdb-
..
section 6(d), ef'fective as of the date of the transfer
. .
(2) Such disposition of power must be under
terms and conditions that provide assurances to the
holders of any outstanding Bonds secured by the
Revenues of the Electric System of tile Purchasing
Participating Member which is transferring o~vnership
of its Electric System at least equivalent to the
pledge herein of such Revenues, in order that NCPA's
obligations under this Agreement, and under the Shell
Agreement, and under Bond Indentures for the Project,
and under other agreements made or to be made by
NCPA to carry out the.~.Project, may be promptly and
adequately met. NCPA may
moneys to discharge such
set aside and maintained
condition to
require that sufficient
obligations be irrevocably
in a trust account, as a
the tr-ansfer'of tile Electric System, if
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no other adequate assurance is
(j) No transfers, assignments,
available.
sa'les or.exchanges
shall diminish any Purchasing Participating Member's
Project allocation without its consent, except in the
case of a Purchasing Participating Member which sells
its Electric System, and then only as provided in sub-
section (i), and except as provided in Section 5B.
7. Insurance and Indemnificati'on, NCPA will obtain
comprehensive and adequate casualty insurance on this Project.
NCPA shall also indemnify and hold harmless its Purchasing
Participating Members from any liability for bodily injury or
property damage resulting from any accident or occurrence arising
out of or in any way related to its construction and operation
of such Project, and shall obtain insurance for such indemnifica-
tion agreements in limits fixed by'NCPA. .
,
under this
decisions
·
i t has been
ment. shall
Cooperative
the Rura 1
Ag re e me n t
tired, or
interest
not be
Decisions. All decisions and expen'ditures by NCPA
Agreement shall be made in the manner provided for
and expenditureS in the Development Fund Agreement.
Term. This Agreement; shall not take effect until
executed b3~ all Participating Members. This Agree-
not be binding upon Plumas-Sierra Rural Electric
.
until approved in writi~g by the Administrator of
ElectrifiCation Administration. The term of this
shall continue until all Bonds issued' have been re-
full provisions made for their retirement, including
until retirement date.
10. Termination and Amendments. This Agreement shall
subject to termination by any party 'under any circum-
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stances, whether based upon the default of any other par'ty.under
this Agreement, or any other instr'ument, or otherwise,.ex-cept.
as specifically provided herein..
So long as any of the Bonds are outstandi, ng and unpaid
or funds are not set aside for the payment or retirement thereof
in accordance with the Bond Indenture, this Agreement shall not
be amended, modified or otherwise changed, or rescinded, by
agreement of the parties' (i) in any manner that will have a
material adverse effect on the payment of the principal of and
premium, if any, and interest on the Bonds as they respectively
become payable, (ii) in any ·manner that would limit or reduce
the obliga'tion of the Purchasing Participating Members to make
payments pursuant to this A'greement, or (iii) without the consent
of tile Trustee. In this regard, NCPA shall cause notice of the.
.
'proposed execution and delivery of. any such amendment together
with a copy of the proposed amendment to be mailed by first
class mail, postage prepaid, to the Trustee at lea'st fifteen (15)
days prior to the proposed date of execution and delivery of any
·
such amendment. The Trustee shall be deemed to have consented
to the execution and delivery of any such amendment if NCPA
does not receive a letter of protest or objection thereto signed
by or on behalf of the Trustee on or before 4'30 o'clock P.m.,
local time, at the principal office of the NCPA, on tile fifteenth
(15th) day after tile mailing of said notice and a copy of tile pro
posed amendment.
IN WII'NESS WHEREOF each Purchasing Participating Member
has executed this Agreement with the approval of its governing
body, and caused its official .seal to be affixed and NCPA has
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authorized this Agre'ement
of its Commission.
i n accordance
wi th
the 'authorization
NORTHERN CALIFORNIA PONER
AGENCY
By. ,
And
CITY OF ALAMEDA
CITY OF ROSEVILLE'
By
and
By
and
CITY OF BIGGS
By
and
CII'Y OF SANTA CLARA
By
and
CITY OF GRIDLEY
By
and
CITY. OF ~fiAH
I~ I ~
CITY OF HEALDSBURG
By
and
PLUMAS-SIERRA RURAL ELECTRIC
COOPERATIVE
By
and
CITY OF LODI
By
and
CITY OF LOMPOC
By
and
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