HomeMy WebLinkAboutSouth Feather Water & Power 2021-10-14 CROSS REF FROM NCPATHIRD PHASE AGREEMENT
FOR
POWER PURCHASE AGREEMENT
WITH
SOUTH FEATHER WATER AND POWER AGENCY
COU No. 2122-139
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THIRD PHASE AGREEMENT FOR SOUTH FEATHER POWER PROJECT
TABLE OF CONTENTS
Section 1. Definitions. ................................................................................................... 5
Section 2. Purpose ....................................................................................................... 13
Section 3. Sale and Purchase of Product .................................................................. 13
Section 4. Billing and Payments ................................................................................ 14
Section 5. Security Deposit Administration ............................................................ 17
Section 6. Cooperation and Further Assurances .................................................... 22
Section 7. Participant Covenants and Defaults ....................................................... 22
Section 8. Administration of Agreement ................................................................. 26
Section 9. Transfer of Rights by Participants .......................................................... 27
Section 10. Term and Termination ............................................................................. 28
Section 11. Withdrawal of Participants ...................................................................... 28
Section 12. Settlement of Disputes and Arbitration ................................................. 28
Section 13. Miscellaneous ............................................................................................ 29
EXHIBIT A. Project Participation Percenages………………………………………..40
EXHIBIT B. PPA…………… …………………………………………………………...43
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THIRD PHASE AGREEMENT FOR SOUTH FEATHER POWER PROJECT
This THIRD PHASE AGREEMENT (“this Agreement”) is dated as of
______________, 20__ by 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, dated October 1, 2014, which establishes the framework
under which Project Agreements are created for the development, design, financing,
construction, and operation of specific NCPA Projects.
D. The Participants desire NCPA to enter into a Power Purchase Agreement
(“PPA”) with South Feather Water and Power Agency (“SFWPA” or “Seller”), to purchase
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THIRD PHASE AGREEMENT FOR SOUTH FEATHER POWER PROJECT
electric capacity and energy produced by the Project for the benefit of the Participants’
customers.
E. 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.
F. To enable NCPA to enter into the 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 fulfill obligations incurred on behalf of NCPA and the Participants pursuant to
the PPA, and to enable and obligate the Participants to take delivery of and pay for such
electric capacity and energy and to pay NCPA for all costs it incurs for undertaking the
foregoing activities.
G. Upon full execution of this Agreement, NCPA will enter into the PPA on
behalf of the Participants, and such PPA shall be deemed a NCPA Project by the
Commission.
H. 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.
I. The Parties desire to equitably allocate costs of NCPA’s provision of services
under this Agreement among the Participants.
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THIRD PHASE AGREEMENT FOR SOUTH FEATHER POWER PROJECT
J. 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, dated October 1, 2014:
1.1.1 “Administrative Services Costs” means that portion of the NCPA
administrative, general and occupancy costs and expenses, including those costs and
expenses associated with the operations, direction and supervision of the general
affairs and activities of NCPA, general management, treasury operations, accounting,
budgeting, payroll, human resources, information technology, facilities management,
salaries and wages (including retirement benefits) of employees, facility operation and
maintenance costs, taxes and payments in lieu of taxes (if any), insurance premiums,
fees for legal, engineering, financial and other services, power management services,
general settlement and billing services and general risk management costs, that are
charged directly or apportioned to the provision of services under this Agreement.
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THIRD PHASE AGREEMENT FOR SOUTH FEATHER POWER PROJECT
Administrative Services Costs as separately defined herein and used in the context of
this Agreement is different and distinct from the term Administrative Services Costs as
defined in Section 1 of the Power Management and Administrative Services
Agreement.
1.1.2 “Agreement” means this Third Phase Agreement, including all
Exhibits attached hereto.
1.1.3 “CAISO” means the California Independent System Operator
Corporation, or its functional successor.
1.1.4 “CAISO Tariff” means the duly authorized tariff, rules, protocols
and other requirements of the ISO, as amended from time to time.
1.1.5 "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.
1.1.6 “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
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THIRD PHASE AGREEMENT FOR SOUTH FEATHER POWER PROJECT
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.
1.1.7 “Defaulting Participant” has the meaning set forth in Section 7.2.
1.1.8 “Energy” means electric energy expressed in units of kWh or
MWh.
1.1.9 “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 REC.
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THIRD PHASE AGREEMENT FOR SOUTH FEATHER POWER PROJECT
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, reduct ions, 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 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.
1.1.10 “Event of Default” has the meaning set forth in Section 7.2.
1.1.11 “Flexible Capacity” has the meaning set forth in the CAISO Tariff.
1.1.12 “Flexible Capacity Benefits” means the rights and privileges
attached to any generating resource that satisfy any entity’s Flexible Capacity
requirement.
1.1.13 “General Operating Reserve” means the NCPA General Operating
Reserve created through resolution of the Commission, as the same may be amended
from time to time.
1.1.14 “KWh” means kilowatt hour.
1.1.15 “MW” means megawatt.
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THIRD PHASE AGREEMENT FOR SOUTH FEATHER POWER PROJECT
1.1.16 “MWh” means megawatt hour.
1.1.17 “NCPA” has the meaning set forth in the recitals hereto.
1.1.18 “Participant” has the meaning set forth in the recitals of this
Agreement.
1.1.19 “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.
1.1.20 “Product” means Energy, Capacity Attributes, Environmental
Attributes and ancillary products, services or attributes similar to the foregoing that are
delivered to the Participants pursuant to the PPA.
1.1.21 “Project” or “PPA” means the Power Purchase Agreement, dated
as of ____________, 20__ between NCPA and Seller, under which NCPA, on behalf of
the Participants, purchases Product from the South Feather Power Project located in
Butte County, California, consisting of four existing hydroelectric generating plants
under FERC licenses: the Forbestown Powerhouse, the Kelly Ridge Powerhouse, the
Sly Creek Powerhouse, and the Woodleaf Powerhouse. Upon final execution of the
PPA, the Project shall be deemed a NCPA Project in accordance with the Amended and
Restated Facilities Agreement. The PPA has been attached to this Agreement as
Exhibit B.
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THIRD PHASE AGREEMENT FOR SOUTH FEATHER POWER PROJECT
1.1.22 “Project Costs” means all costs charged to and paid by NCPA
pursuant to the PPA.
1.1.23 “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.
1.1.24 “REC” or “Renewable Energy Certificate” means a certificate of
renewable energy generation from units that register in the WREGIS system, or other
commonly accepted renewable energy generation tracking system or program, which
can be used to verify compliance with state and provincial requirements such as RPS.
1.1.25 “Resource Adequacy” means the procurement obligation of load
serving entities, including the Participants, as such obligations are described in CPUC
Decisions D.04-10-035 and D.05-10-042, and subsequent CPUC decisions addressing
Resource Adequacy issues, as those obligations may be altered from time to time in the
CPUC Resource Adequacy Rulemakings (R.) 04-04-003 and (R.) 05-12-013 or by any
successor proceeding, and all other Resource Adequacy obligations established by any
other entity, including the CAISO.
1.1.26 “Resource Adequacy Benefits” means the rights and privileges
attached to any generating resource that satisfy any entity’s Resource Adequacy
obligations.
1.1.27 “Revenue” means , with respect to each Participant, all income,
rents, rates, fees, charges, and other moneys derived by the Participant from the
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THIRD PHASE AGREEMENT FOR SOUTH FEATHER POWER PROJECT
ownership or operation of its Electric System, including, without limiting the generality
of the foregoing: (a) all income, rents, rates, fees, charges or other moneys derived from
the sale, furnishing and supplying of electric capacity and energy and other services,
facilities, and commodities sold, furnished, or supplied through the facilities of its
Electric System; (b) the earnings on and income derived from the investment of such
income, rents, rates, fees, charges or other moneys to the extent that the use of such
earnings and income is limited by or pursuant to law to its Electric System; (c) the
proceeds derived by the Participant directly or indirectly from the sale, lease or other
disposition of all or a part of the Electric System; and (d) the proceeds derived by
Participant directly or indirectly from the consignment and sale of freely allocated
greenhouse gas compliance instruments into periodic auctions administered by the
State of California under the California Cap-and-Trade Program, provided that such
proceeds are a permitted use of auction proceeds, but the term Revenues shall not
include (i) customers' deposits or any other deposits subject to refund until such
deposits have become the property of the Participant or (ii) contributions from
customers for the payment of costs of construction of facilities to serve them.
1.1.28 “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.
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THIRD PHASE AGREEMENT FOR SOUTH FEATHER POWER PROJECT
1.1.29 “Scheduling Protocols” means the applicable provisions of the
Amended and Restated Scheduling Coordination Program Agreement, and any other
contractual or other arrangements between NCPA and the Participants concerning the
scheduling, delivery and metering of the PPA.
1.1.30 “Security Deposit” means the account established by NCPA and
funded by the Participants in accordance with Section 5, the funds of which are
available for use by NCPA in accordance with the terms and conditions hereof.
1.1.31 “Seller” means South Feather Water and Power Agency, as set
forth in recital D of this Agreement, or as otherwise set forth in the PPA.
1.1.32 “Term” has the meaning set forth in Section 10.
1.1.33 “Third Party” means an entity (including a Member) that is not
Party to this Agreement
1.1.34 “WREGIS” means Western Renewable Energy Generation
Information System, or its functional successor.
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,”
“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,
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THIRD PHASE AGREEMENT FOR SOUTH FEATHER POWER PROJECT
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: (i) set forth the terms and
conditions under which NCPA shall enter into the PPA on behalf of the Participants, (ii)
authorize NCPA, acting on behalf of the Participants, to engage in all activities related to
that basic purpose, and (iii) specify the rights and obligations of NCPA and the
Participants with respect to the PPA.
Section 3. Sale and Purchase of Product. By executing this Agreement, each
Participant acknowledges and agrees to be bound by the terms and conditions of the
Agreement, and that the Agreement is written as a “take-or-pay” agreement. Any Product
delivered to NCPA under the PPA shall be delivered to each Participant in proportion to
such Participant’s Project Participation Percentage as set forth in Exhibit A, and each
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THIRD PHASE AGREEMENT FOR SOUTH FEATHER POWER PROJECT
Participant shall accept and pay for its respective percentage of such Product. To the
extent a Participant is unable to accept such deliveries in full, NCPA shall dispose of such
surplus in its sole discretion, in such a manner to attempt to maximize Participant value
and that Participant shall reimburse to NCPA any costs incurred by NCPA in doing so.
Notwithstanding the above, NCPA may allocate Product procured through the PPA
among the Participants in such percentages as NCPA may, in its reasonable discretion,
determine are necessary, desirable, or appropriate, in order to accommodate Participant
transfer rights pursuant to Section 9.
3.1 Scheduling. Product delivered from Seller shall be scheduled for and to the
Participants in accordance with Scheduling Protocols, and the terms and conditions of the
PPA.
Section 4. Billing and Payments
4.1 Participant Payment Obligations. Each Participant agrees to pay to NCPA
each month its respective portion of the Project Costs, Administrative Services Costs,
scheduling coordination costs, and all other costs for services provided in accordance with
this Agreement and the Amended and Restated Facilities Agreement. In addition to the
aforementioned monthly payment obligations, each Participant is obligated to fund: (i)
any and all required Security Deposits calculated in accordance with Section 5, and (ii) any
working capital requirements for the Project maintained by NCPA as determined,
collected and set forth in the Annual Budget.
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THIRD PHASE AGREEMENT FOR SOUTH FEATHER POWER PROJECT
4.2 Invoices. NCPA will issue an invoice to each Participant for its share of
Project Costs, Administrative Services Costs, scheduling coordination costs, 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.
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 after 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, then the invoice shall be deemed to be correct.
Upon review of a submitted dispute, if an invoice is determined by NCPA to be incorrect,
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THIRD PHASE AGREEMENT FOR SOUTH FEATHER POWER PROJECT
then 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, then 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 Days after its submission to the Commission, then the dispute may then be
resolved under the mediation and arbitration procedures set forth in Section 12 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 by the Participant.
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.
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THIRD PHASE AGREEMENT FOR SOUTH FEATHER POWER PROJECT
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. Security Deposit Administration
5.1 Security Deposit Requirements. Each Participant agrees that any funds
deposited at NCPA to satisfy Participant’s Security Deposit requirements pursuant to this
Agreement shall be irrevocably committed and held by NCPA in the General Operating
Reserve, and that such funds may be used by NCPA in accordance with Section 5.1.3.
Each Participant’s Security Deposit will be accounted separately from and in addition to
any other security accounts or deposits maintained pursuant to any other agreement
between NCPA and the Participant, or any other such security account or deposits
required of Members. In connection with fulfilling the Security Deposit requirements of
this Agreement, Participant may elect to use its uncommitted funds held in the General
Operating Reserve to satisfy in whole or in part its Security Deposit required under
Section 5. If Participant chooses to satisfy in whole or in part its security requirements
using its uncommitted funds held in the General Operating Reserve, then Participant is
required to execute and deliver to NCPA an Irrevocable Letter of Direction, directing
NCPA to utilize Participant’s uncommitted General Operating Reserve funds for such
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THIRD PHASE AGREEMENT FOR SOUTH FEATHER POWER PROJECT
purposes, and the designated funds will thereafter be irrevocably committed and held by
NCPA to satisfy the requirements of this Agreement.
5.1.1 Initial Amounts. Each Participant shall insure that sufficient
Security Deposit funds have been deposited with and are held by NCPA equal to the
highest three (3) months of estimated Project Costs, as estimated by NCPA. Such
Security Deposit requirement may be satisfied by Participant in whole or part either in
cash, through irrevocable commitment of its uncommitted funds held in the General
Operating Reserve in accordance with Section 5.1, or through a clean, irrevocable letter
of credit satisfactory to NCPA’s General Manager.
5.1.2 Subsequent Deposits. Periodically, and at least quarterly, NCPA
shall review and revise its estimate of Project Costs for which Participant shall be
obligated to pay under this Agreement. Following such review, NCPA shall determine
whether each Participant has a sufficient Security Deposit balance at NCPA. To the
extent that any Participant’s Security Deposit balance is greater than one hundred and
ten percent (110%) of the amount required herein, NCPA shall credit such amount as
soon as practicable to the Participant’s next following All Resources Bill, or by separate
special invoice. To the extent that any Participant’s Security Deposit balance is less
than ninety percent (90%) of the amount required herein, NCPA shall add such amount
as soon as practicable to such Participant’s next All Resources Bill, or as necessary, to a
special invoice to be paid by Participant upon receipt. Credits or additions shall not be
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THIRD PHASE AGREEMENT FOR SOUTH FEATHER POWER PROJECT
made to Participants who satisfy these Security Deposit requirements in whole through
the use of a letter of credit; provided, that the amount of the letter of credit shall be
adjusted, as required from time to time, in a like manner to assure an amount equal to
the highest three (3) months of estimated Project Costs is available to NCPA.
5.1.3 Use of Security Deposit Funds. NCPA may use any and all
Security Deposit funds held by NCPA (or utilize a letter of credit provided in lieu
thereof) to pay any costs it incurs hereunder, including making payments to Seller,
without regard to any individual Participant’s Security Deposit balance or
proportionate share of Project Costs, and irrespective of whether NCPA has issued an
All Resources Bill or special invoice for such costs to the Participants or whether a
Participant has made timely payments of All Resources Bills or special invoices.
Should Participant have satisfied its Security Deposit requirements in whole or part
through a letter of credit, NCPA may draw on such letter of credit to satisfy
Participant’s obligations hereunder at NCPA’s sole discretion. Notwithstanding the
foregoing, if any Participant fails to pay any costs incurred by NCPA pursuant to this
Agreement, NCPA shall first use that non-paying Participant’s Security Deposit and
shall not use any other Participants’ Security Deposit until such non-paying
Participant’s Security Deposit has been exhausted.
5.1.4 Accounting. If Security Deposit funds or a letter of credit are used
by NCPA to pay any costs it incurs hereunder as described in Section 5.1.3, then NCPA
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will maintain a detailed accounting of each Participant’s shares of funds withdrawn,
and upon the collection of all or a part of such withdrawn funds, NCPA will credit
back to each non-defaulting Participant the funds collected in proportion to such non-
defaulting Participant’s share of funds initially withdrawn.
5.1.5 Emergency Additions. In the event that funds are withdrawn
pursuant to Section 5.1.3, or if the Security Deposit held by NCPA is otherwise
insufficient to allow for NCPA to pay any invoice, demand, request for further
assurances by Seller, or claims, NCPA shall notify all Participants of the deficiency. In
conjunction with such notice, NCPA shall send a special or emergency assessment
invoice to the Participant or Participants that caused or are otherwise responsible for
the deficiency. Each Participant of such an invoice shall pay to NCPA such assessment
when and if assessed by NCPA within two (2) Business Days of the invoice date of the
assessment, or shall consent to and direct NCPA to draw on any existing letter of credit
Participant has established for such purposes. In the event that the Participant or
Participants that caused or are otherwise responsible for the deficiency cannot, does
not or will not pay to NCPA the special or emergency assessment within two (2)
Business Days after the invoice date, NCPA shall immediately submit a special or
emergency invoice to all remaining Participants, and such remaining Participants shall
pay to NCPA such assessment within two (2) Business Days after the invoice date of
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THIRD PHASE AGREEMENT FOR SOUTH FEATHER POWER PROJECT
the assessment, or shall consent to and direct NCPA to draw on any existing letter of
credit that Participant has established for such purposes.
5.1.6 Security Deposit Interest. NCPA shall maintain a detailed
accounting of each Participant’s Security Deposits, and withdrawals of such funds,
held by NCPA. Security Deposits held by NCPA shall be invested by NCPA in
accordance with the General Operating Reserve policies and investment policies
adopted by the NCPA Commission. Interest earned on the Security Deposit funds
shall be proportionately credited to the Participants in accordance with their weighted
average balances held therein. Any Security Deposit losses caused by early
termination of investments shall be allocated among the Participants in accordance
with the General Operating Reserve provisions and guidelines approved by the
Commission, as the same may be amended from time to time; provided, however, to
the extent that either the General Operating Reserve provisions and guidelines do not
apply or the Security Deposit is not adequate to cover the losses, then such losses shall
be allocated among the Participants in accordance with their proportionate Security
Deposit balances.
5.1.7 Return of Funds. Upon termination or a permitted withdrawal of
a Participant in accordance with this Agreement, the affected Participant may apply to
NCPA for the return of their share of Security Deposit funds ninety (90) days after the
effective date of such termination or withdrawal. However, NCPA shall, in its sole but
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reasonable discretion, as determined by the NCPA General Manager, estimate the then
outstanding liabilities of the Participant, including any estimated contingent liabilities
and shall retain all such funds, if any, until all such liabilities have been fully paid or
otherwise satisfied in full. After all such liabilities have been satisfied in full, as
determined by NCPA’s General Manager, any remaining balance of the Participant’s
share of the Security Deposit will be refunded to the Participant within sixty (60) days
thereafter.
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 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. Participant Covenants and Defaults
7.1 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
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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
any reasonable dispute exists; and (iv) to operate its Electric System, and the business in
connection therewith, in accordance with Good Utility Practices.
7.2 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 7.2 (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 after the date of receipt of notice from NCPA demanding cure; or
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THIRD PHASE AGREEMENT FOR SOUTH FEATHER POWER PROJECT
(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.
7.3 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 after the onset of the Uncontrollable Force,
and provide subsequent written notice to the General Manager and all other Parties within
ten (10) Business Days after 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.
25
THIRD PHASE AGREEMENT FOR SOUTH FEATHER POWER PROJECT
7.4 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 7.2
above, as may be applicable, provided, however, upon request of the Defaulting
Participant the Commission may waive the default at its sole discretion, where such
waiver shall not be unreasonably withheld.
7.5 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 7.2, 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.
7.6 Effect of Suspension.
7.6.1 Generally. The suspension of this Agreement will not terminate,
waive, or otherwise discharge any ongoing or undischarged liabilities, credits or
26
THIRD PHASE AGREEMENT FOR SOUTH FEATHER POWER PROJECT
obligations arising from this Agreement until such liabilities, credits or obligations are
satisfied in full.
7.6.2 Suspension. If performance of all or any portion of this Agreement
is suspended by NCPA with respect to a Participant in accordance with subsection
7.5(i), then such Participant shall pay any and all costs incurred by NCPA as a result of
such suspension including reasonable attorney’s 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 8. Administration of Agreement
8.1 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.
8.2 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.
27
THIRD PHASE AGREEMENT FOR SOUTH FEATHER POWER PROJECT
8.3 Quorum. For purposes of acting upon matters that relate to administration
of this Agreement, a quorum of the Participants shall consist of those Commissioners, or
their designated Alternate, representing a numerical majority of the Participants.
8.4 Voting. Each Participant shall have the right to cast one vote with respect to
matters pertaining to this Agreement. A unanimous vote of all Participants shall be
required for action regarding: (i) any transfer of rights to a Third Party as described in
Section 9 of this Agreement; and (ii) for matters related to any of the following actions as
provided for in the PPA: (a) exercising any early termination provisions as set forth in
Section 2.4 of the PPA, and (b) exercising any assignment rights as set forth in Section 12.7
of the PPA. For all other matters pertaining to this Agreement, a majority vote of the
Participants shall be required for action.
Section 9. Transfer of Rights by Participants
9.1 A Participant has the right to make transfers, sales, assignments and
exchanges (collectively “transfers(s)”) of any portion of its Project Participation Percentage
and rights thereto, subject to the approval provisions in Section 8.4 of this Agreement,
provided that the transferee satisfies all applicable criterion in the PPA. If a Participant
desires to transfer a portion or its entire share of the Project for a specific time interval, or
permanently, then NCPA will, if requested by such Participant, use its best efforts to
transfer that portion of the Participant’s share of the Project.
28
THIRD PHASE AGREEMENT FOR SOUTH FEATHER POWER PROJECT
9.2 Before a Participant may transfer an excess Project share pursuant to Section
9.1 to any person or entity other than a Participant, it shall give all other Participants the
right to purchase the share on the same terms and conditions. Before a Participant may
transfer an excess Project share pursuant to section 9.1 to any person or entity other than a
Member, it shall give all Members the right to purchase the share on the same terms and
conditions. Such right shall be exercised within thirty (30) days of receipt of notice of said
right.
No transfer shall relieve a Participant of any of its obligations under this
Agreement except to the extent that NCPA receives payment of these obligations from a
transferee.
Section 10. Term and Termination. This Agreement shall become effective when it has
been duly executed by all Participants, and delivered to and executed by NCPA (the
“Effective Date”). NCPA shall notify all Participants in writing of the Effective Date. The
Term of this Agreement shall be coterminous with the PPA, and shall commence on the
Effective Date, and shall continue through the term of the PPA.
Section 11. Withdrawal of Participants. No Participant may withdraw from this
Agreement except as otherwise provided for herein.
Section 12. 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
29
THIRD PHASE AGREEMENT FOR SOUTH FEATHER POWER PROJECT
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 shall first apply to all disputes involving invoices prepared by NCPA.
Section 13. Miscellaneous
13.1 Confidentiality. The Parties will keep confidential all confidential or trade
secret information made available to them in connection with this Agreement, to the extent
possible, consistent with applicable laws, including the California Public Records Act.
Confidential or trade secret information shall be marked or expressly identified as such.
If a Party (“Receiving Party”) receives a request from a Third Party for access to, or
inspection, disclosure or copying of, any other Party’s (the “S upplying Party”) confidential
data or information, which the Receiving Party has possession of (“Disclosure Request”),
then the Receiving Party shall provide notice and a copy of the Disclosure Request to the
Supplying Party within three (3) Business Days after receipt of the Disclosure Request.
Within three (3) Business Days after receipt of such notice, the Supplying Party shall
provide notice to the Receiving Party either:
(i) that the Supplying Party believes there are reasonable legal grounds for
denying or objecting to the Disclosure Request, and the Supplying Party requests the
Receiving Party to deny or object to the Disclosure Request with respect to identified
confidential information. In such case, the Receiving Party shall deny the Disclosure
Request and the Supplying Party shall defend the denial of the Disclosure Request at its
30
THIRD PHASE AGREEMENT FOR SOUTH FEATHER POWER PROJECT
sole cost, and it shall indemnify the Receiving Party for all costs associated with den ying
or objecting to the Disclosure Request. Such indemnification by the Supplying Party of the
Receiving Party shall include all of the Receiving Party’s costs reasonably incurred with
respect to denial of or objection to the Disclosure Request, including but not limited to
costs, penalties, and the Receiving Party’s attorney’s fees; or
(ii) that the Receiving Party may grant the Disclosure Request without any
liability by the Receiving Party to the Supplying Party.
13.2 Indemnification and Hold Harmless. Subject to the provisions of Section
13.4, 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
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.
13.3 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
31
THIRD PHASE AGREEMENT FOR SOUTH FEATHER POWER PROJECT
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 in proportion to their respective Project Participation
Percentages, and not by non-Participant Members of NCPA, pursuant to Article IV,
Section 3(b) of the Joint Powers Agreement.
In the event that a Participant should fail to pay its share of the debts or
obligations incurred by NCPA as required by this Agreement, the remaining Participants
shall, in proportion to their Project Participation Percentages, pay such unpaid amounts
and shall be reimbursed by the Participant failing to make such payments.
13.4 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
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
32
THIRD PHASE AGREEMENT FOR SOUTH FEATHER POWER PROJECT
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.
13.5 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 or the governing body
of a Participant, as applicable. Any such waiver by the Commission in any particular
33
THIRD PHASE AGREEMENT FOR SOUTH FEATHER POWER PROJECT
instance shall not be deemed a waiver with respect to any subsequent performance,
default or matter.
13.6 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.
13.7 Assignment of Agreement.
13.7.1 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.
13.7.2 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 consent shall not be unreasonably withheld.
13.8 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
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.
13.9 Governing Law. This Agreement shall be interpreted, governed by, and
construed under the laws of the State of California.
34
THIRD PHASE AGREEMENT FOR SOUTH FEATHER POWER PROJECT
13.10 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.
13.11 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.
13.12 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
with its terms. Upon execution of this Agreement, each Participant shall deliver to NCPA
a resolution of the governing body of such Participant eviden cing approval of and
authority to enter into this Agreement.
35
THIRD PHASE AGREEMENT FOR SOUTH FEATHER POWER PROJECT
13.13 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.
13.14 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.
13.15 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, then
each Party shall bear its own fees and costs, including attorneys’ fees, associated with the
action.
13.16 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
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
attorney’s fees incurred in arbitration, litigation or settlement in a manner inconsistent
36
THIRD PHASE AGREEMENT FOR SOUTH FEATHER POWER PROJECT
with the provisions of Section 13.2 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.
13.17 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.
37
THIRD PHASE AGREEMENT FOR SOUTH FEATHER POWER 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.
NORTHERN CALIFORNIA
POWER AGENCY
651 Commerce Drive
Roseville, CA 95678
_____________________________
By:__________________________
Title: __________________________
Date:
Approved as to form:
_____________________________
By:__________________________
Its: General Counsel
Date:
Attestation (if applicable):
_____________________________
By:__________________________
Its:
Date:
CITY OF HEALDSBURG
401 Grove Street
Healdsburg, CA 95448
_____________________________
By:__________________________
Title: __________________________
Date:
Approved as to form:
_____________________________
By:__________________________
Its: City Attorney
Date:
Attestation (if applicable):
_____________________________
By:__________________________
Its:
Date:
38
THIRD PHASE AGREEMENT FOR SOUTH FEATHER POWER PROJECT
CITY OF LODI
221 W. Pine Street
Lodi, CA 95240
_____________________________
By:__________________________
Title: ________________________
Date:
Approved as to form:
_____________________________
By:__________________________
Its: City Attorney
Date:
Attestation (if applicable)
_____________________________
By:__________________________
Its:
Date:
CITY OF LOMPOC
100 Civic Center Plaza
Lompoc, CA 93436
_____________________________
By:__________________________
Title: ________________________
Date:
Approved as to form:
_____________________________
By:
Its: City Attorney _________________
Date:
Attestation (if applicable)
_____________________________
By:__________________________
Its:
Date:
39
THIRD PHASE AGREEMENT FOR SOUTH FEATHER POWER PROJECT
CITY OF OAKLAND, acting
by and through its
Board of Port Commissioners
530 Water Street
Oakland, CA 94607
_____________________________
By:__________________________
Title: ________________________
Date:
Approved as to form:
_____________________________
By:
Its: Port General Counsel __________
Date:
Attestation (if applicable)
_____________________________
By:__________________________
Its:
Date:
CITY OF ROSEVILLE
311 Vernon Street
Roseville, CA 95678
_____________________________
By:__________________________
Title: ________________________
Date:
Approved as to form:
_____________________________
By:
Its: City Attorney _________________
Date:
Attestation (if applicable)
_____________________________
By:__________________________
Its:
Date:
40
THIRD PHASE AGREEMENT FOR SOUTH FEATHER POWER PROJECT
CITY OF SANTA CLARA
1500 Warburton Avenue
Santa Clara, CA 95050
_____________________________
By:__________________________
Title: ________________________
Date:
Approved as to form:
_____________________________
By:
Its: City Attorney _________________
Date:
Attestation (if applicable)
_____________________________
By:__________________________
Its:
Date:
SAN FRANCISCO BAY AREA RAPID
TRANSIT DISTRICT
300 Lakeside Drive, 16th Floor
Oakland, CA 94612
_____________________________
By:__________________________
Title: ________________________
Date:
Approved as to form:
_____________________________
By:
Its: City Attorney _________________
Date:
Attestation (if applicable)
_____________________________
By:__________________________
Its:
Date:
41
THIRD PHASE AGREEMENT FOR SOUTH FEATHER POWER PROJECT
CITY OF UKIAH
300 Seminary Avenue
Ukiah, CA 95482
_____________________________
By:__________________________
Title: ________________________
Date:
Approved as to form:
_____________________________
By:
Its: City Attorney _________________
Date:
Attestation (if applicable)
_____________________________
By:__________________________
Its:
Date:____________________________
Sage Sangiacomo
City Manager
David Rapport
Darcy Vaughn (Oct 8, 2021 11:38 PDT)
Darcy Vaughn
Oct 8, 2021
Oct 14, 2021
42
THIRD PHASE AGREEMENT FOR SOUTH FEATHER POWER PROJECT
EXHIBIT A
PROJECT PARTICIPATION PERCENTAGES
Concurrent to the Effective Date of this Agreement, the Project Participation Percentages
contained in this Exhibit A may be updated in the event that one or more of the Members
shown in the preliminary list of Participants do not become a Participant. In the event that
one or more of the Members shown in the preliminary list of Participants do not become a
Participant, the Project Participation Percentage for that Member will be reallocated to the
City of Roseville and the City of Santa Clara in equal shares. NCPA shall notify all
Participants of the final Project Participation Percentages in writing concurrent with the
Effective Date of this Agreement, and if necessary NCPA shall provide an updated Exhibit
A to the Participants showing the final Project Participation Percentages.
Preliminary List of Participants
City of Healdsburg 2.0 MW, or 1.65%
City of Lodi 10.0 MW, or 8.23%
City of Lompoc 2.5 MW, or 2.06%
City of Roseville 20.0 MW, 16.46%
City of Santa Clara 78.0 MW, 64.2%
City of Ukiah 2.0 MW, 1.65%
Port of Oakland 3.0 MW, or 2.47%
San Francisco Bay Area Rapid Transit District 4.0 MW, or 3.29%
Final List of Participants
43
THIRD PHASE AGREEMENT FOR SOUTH FEATHER POWER PROJECT
EXHIBIT B
PPA
The Power Purchase Agreement between South Feather Water and Power Agency
and Northern California Power Agency has been attached to this Agreement as Exhibit B.
South Feather Water & Power - Third Phase
Agmt 2122-139
Final Audit Report 2021-10-14
Created:2021-10-07
By:Kristine Lawler (klawler@cityofukiah.com)
Status:Signed
Transaction ID:CBJCHBCAABAApBOg55Xt72e4eiw3L4nj60XxgPYR-Y-v
"South Feather Water & Power - Third Phase Agmt 2122-139" H
istory
Document created by Kristine Lawler (klawler@cityofukiah.com)
2021-10-07 - 10:57:02 PM GMT- IP address: 12.12.163.2
Document emailed to MARY HORGER (mhorger@cityofukiah.com) for approval
2021-10-07 - 10:58:04 PM GMT
Email viewed by MARY HORGER (mhorger@cityofukiah.com)
2021-10-08 - 12:32:28 PM GMT- IP address: 23.134.144.248
Document approved by MARY HORGER (mhorger@cityofukiah.com)
Approval Date: 2021-10-08 - 12:32:35 PM GMT - Time Source: server- IP address: 23.134.144.248
Document emailed to Darcy Vaughn (dvaughn@cityofukiah.onmicrosoft.com) and David Rapport
(drapport@cityofukiah.com) for signature. One of them to sign
2021-10-08 - 12:32:37 PM GMT
Email viewed by Darcy Vaughn (dvaughn@cityofukiah.onmicrosoft.com)
2021-10-08 - 6:14:47 PM GMT- IP address: 73.223.12.193
Document e-signed by Darcy Vaughn (dvaughn@cityofukiah.onmicrosoft.com)
Signature Date: 2021-10-08 - 6:38:47 PM GMT - Time Source: server- IP address: 73.223.12.193
Document emailed to Sheri Mannion (smannion@cityofukiah.com) for approval
2021-10-08 - 6:38:50 PM GMT
Email viewed by Sheri Mannion (smannion@cityofukiah.com)
2021-10-11 - 8:42:06 PM GMT- IP address: 76.102.207.5
Document approved by Sheri Mannion (smannion@cityofukiah.com)
Approval Date: 2021-10-14 - 4:20:06 PM GMT - Time Source: server- IP address: 76.102.207.5
Document emailed to Sage Sangiacomo (ssangiacomo@cityofukiah.com) for signature
2021-10-14 - 4:20:08 PM GMT
Document e-signed by Sage Sangiacomo (ssangiacomo@cityofukiah.com)
Signature Date: 2021-10-14 - 6:13:36 PM GMT - Time Source: server- IP address: 12.12.163.2
Agreement completed.
2021-10-14 - 6:13:36 PM GMT