HomeMy WebLinkAboutORD 3473' ' ORO:NANCE NO. ~-!lJL_
ORDINANCE OF THE COUNCIL OF THE--~ITY OF PALO ALTO
APPROVING T~E TERMS ANO CONDITIONS OF AN AMENDMENT
TO A MEMBER AGREEMENT BETWEEN NORTHERN CALIFORNIA
POWER AGENCY AND CERAIN PARTICIPATING MEMBERS RE
LATING TO NORTH FORK STANISLAUS RIVER HYDROELECTRIC
DEVELOPMENT POWER PROJECT, AND AU'1'HORIZING TBE
MAYOR TO EXECUTE AND DELIVER SAID AMENDMENT BY THE
CITY OF PALO ALTO
WHEREA.S, pursuant to the provisions of Cha.pter 5, Division 7,
Title 1, of the Government Code of the State of California, as amended
(the •Joint Powers Act"}, the City of Palo Alto (the •city") and cer
tain other public agencies created pursuant to the laws of the State of
California (collectively, the •Members"), have entet·ed into a Joint
Powers Agreement (the ~Agreement"), as amended, creating the Northern
ca:: ifornia PlJblic ~gency (the "~.gency"), a public entity separa+:.e and
apart from the Memb~rsi and
WHEREAS, in accordance with the Agreement and the Joint Powe:rs
Act, the Agency has entered or will enter into agreements to acquire a
project (the ~Project~) to consist of r: igh.ts to capacity and energy
from the North Fork Stanislaus River Hydt·oelecttic Development Power
Project, a hydroelectric project. proposed to be constructed in the
State of California, and ~apital improvements thereto that may be con
structed from time to time, and interests in certain other properties
and rights relating thereto: and
WHEREAS 1 the City has heretofore entered i nt.o the Agreem.;nt for
Constr!.lctior•, Operating and Financing of the North Fork St.anisliJUS
River Hydroelectric Development Project (the b~Member Ag-reement~) dat.ed
for conveneince as of September 1, 1982, to purchase electric capa~ity
and energy of the Project from the Agency; and
WBBRSAS, the City Coun~il finds and determir.es that it is desir
able to ue'l'1d the Meaber Ac;reeent in accordance with the terms and
provisions of AMen<bent Nuaber One to the Agreement for. Construction, Op•~ration and Financing of the North Stanislaus River Bydr,oelectric
Development Project dated as of August 1, 1983 {the •IiJnendment"):
NOW, THEREFORE, the Council of the City of Palo Alto does ORDAIN
as follows:
SEC'tiO~ 1 o The Council hereby finds and detetmines that the terms
and provisions of the AJaendment in substantially the form submitted to
this City Council be, and the same are here~, approved.
SECTION 2. -the Mayor is authorized to ezecute and deliver said
AJDendEnt hy and on behalf of the C i t.y.
SBC'.riON 3. Pu·csuant to Section 54241 of the Government Code of
the State ~California, this Ordinance is subject to the ptovisions
for r:eferendu11 applicable to the City.
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SECTION 4. The City Clerk shall certify to the enactment of this
ordinance and-shall cause this ordinance to be published in accordance
with Section 54242 of the Government Code of the State of California.
SECTION ?. This ordinance shall become effective upon th•." com
mencemf;'r7t of the thitty-first day after the day of its passage.
INTRODUCED: September 12, 1983
PASSED: September 26, 1983
/1, YES : Be c h t e 1 ~ Cobb ~ Eyer 1 y , Fa z z i no , F 1 e t c her , K 1 e i n t Levy , R en .z e 1 ,
Witherspoon
NOES z None
f..BSTENTIONS; None
ABS~~NT: None
APPROVr: /) /l \ / ./ . / -----~~·~--City M nager
,,
M!NDMEtrr ROPlBBR 01!1!
Dated ae of Auqoat 1, 1'83
TO
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Draft of 8/25/83
----... --: 'F[CEIVE"·
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~ R!&MIUI'f l"'R COilSTRD C! lOB, OPBRA!'IOII AIID FIJINICI:K;
OF ftZ !IORTB P'OR.K S?U ISLAOS IUVBR
B YDROBLBC'rRIC D&VELOPttBlft PllOO IC!'
Dated as of Septegj)er 1, l9i2
City of ~l.ueda
Ci t.y of B i99B
City of GI idley
City of Bealdsbar9
City of LIX1i
Cit.y of LOaP>C
Cit.y of Palo Alto
City of leddin9
City of RoN!Vllle
City of s.nu Clara
Cl ty of Dkiab
Plusaa-Sierra aural llectric Cooperative
' ·'I . ....,. "; ··.
' f AWBNDR!NT lUMBER OR! ~ AGR!BRIMT FOR CORS~ROCfiON,
OP!RATIOM MID PI MRCI.C OF !Ill !l:lRl!li !'(U STA.IIlSL.AOS RJ:VER
B'fDROBLBCTRIC D!VSLOPIIINT PROJBC'l'
This Amendment Number One, dated as of August lf 1983, by
and among Northern California Power Agency, a joint ~ers agency of
the State of California {hereinafter called •NCPA•) and other enti
ties executing this Amendment Number One~
WITNESSETH:
WHEREAS, NCPA and the other entities executing this
Agreement have heretof0re entered into an ~Agreement For
Construction, Operation And Financing of the North Forx Stanislaus
River Hydx:oelectric Development Project", dated as of Septen'lber lt
1982 (the ~original Agreem~nt•) to provide for the construction,
oper~tion and financing of the Projectr the &ale by NCPA of capacity
And ener9y of the Project to the Project Participants ana the secu
rity for th~ Bonds to be issued to finance the Projecty and
WHEREAS, NCPA and the other entities executing this
Agr eftment desire to a1nend the Original Agr~ment in v;uious respect:~q
NOW THEREFORE, the parties hereto do agre~ as follows~
SIC'! lOR 1. Definitions,., The c ~pit a 1 i zed t: e r m s used
herein shall have the res~ctive meanings in this Amendment Nurn-~r
One as ascribed thereto in the Ur,iginal Agreement. All references in
this Amendment Number One to the Original Aqreernent sh"ll mean the
Original Agreement as amended by this Amendment Number One.
SI~IOB 2. a.e~nta. (&) Section l(b) of the Original
Agreement is hereby amend•d to re&d as follows:
• (b) •project Bntitleaent Pereent.age11 means, with respect
to each Project Participant, the per~~tage set forth oppo
site the name of such Project Participant in Appendix A
hereto, as such Appendix A shall be amended from time to
time in accordance with Sections 7(d) ana 14 of this
Agreeou\ent ~ •
{b) Section l{d) of the Original Agreement is hereby
am~nded to read as follows:
•(d) •Revenues• means all inco~e, rents, rates, fees,
char9ee, and other aoneva derived by the Project
Participant from the ownership or operation of its Electric
System, including, without limiting the gener~lity Qf th~
fl)regoin9, (i) all income,. rents, rates, fees, charges or
other aoneya derived from the sale, furnishing, and
~ -supplying of the electric capacity and ~nergy &nd other
services, facilities, and commodities solo, furni~hed, or
supplied through the facilities of its Electric System,
(ii) the earnings on and income derived from the investment
of such income r rents, rates, feesr 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 S)·~tem and
{iii) the proceeds derived by the Project Participant
dir•ctly or indirectly from t,~e sale, lease or other dispo
sition of all or a part of the Electric System as penmitted
hereby, but the term •Revenues• ahall not include {y}
customers 1 deposit& or any other deposits subject to refund
until such d~posits have become the property of the Project
Participant, or (z) contributions from customers for the
payment of costs of construction of facilities to serve
th-am. "
{c) Section 1 of the Original Agreement is hereby supple
mented to read as follows~
~(g) The Project shall have the meaning in this Agre~ment
&s ascribed thereto in the Power Purchase Contract, pro
videdf however that the Project may be &mended by the
Project Participants in accordance with Section 12 of this
Agreementf provided th~~ any such amendment shall net have
a material adverse effect on ~he security for the NCPA
Bonds."
(d) Section S(e) of the Original A9reem~nt is h~reby
amended to read as follows:
• (c) Each Project Participant shi!tll Mke p.!!yments under
this Agreement solely from the Revenues of, and as ~n oper
ating expense of, its Electric Systemr provided, however,
that eo long as no Bonda other than Temporary Bonds are
outstanding, to the extent ata~~d in tbe Bond Res~~ution
authorizing Temporary Bonda then outstanding, Project
Participants shall sake pay~nts under this Agreement from
the Revenues of such Project Participants' Electric Syste~s
but cmly after the payment of operating expenses thereof.
Nothing herein •hall be construed as prohibiting any
Project Participant from using any other funds and r&venu~s
for purposes of satisfying any provi~iona of thl$
Agreement. ill
(e) section 5 of the Original Agreement is hereby supple
mente~ as follows;
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• "(h) Any payments required to be ~ade by, cr C(>ft::
incurred by, NCPA or the Project. .Participants p~rs:.:.~-.t t:>
Section 9. 5 of the Inter connection AC:ireernent a..,. one; Pac :..f l\:
Gas and Electtic Company, NCPA and c~rt~in of ~1e Prc;e~:
Participants shall not be made or incurred ~1:-.du tt·.1•
~greement."
(f) Section 6 of the Original Agreemer:t i~ h1-2:ecy ~-.r-;ded
in its entirety to read as follows:
.. 6. Annual Budget and Billing State.ent .. P.rio: t.: tr,.::
beginning of each NCPA fiscal year, the Co!t'mtiss~or. o: NCL\
will adopt an annual budget for such fiscal yea: f~: cos~s
and expenses relating to the Project end shall pro;:,p:ly
give notice to each Project Participant of its pr~jected
share of ~uch costs ~nd expenses.
A billing statement prepared by NCPA t..:-.~-e d or: l'S': i
mates will be sent to each Project P~rticipant not late:
than the f if tee nth (15th} day of each calendar rr.:o:;:;. shc~'
ing the amount payable by such Project Part i<> pant c: co~t 5
payable under Section 5 {a) hereof for tile se:_vnd ~uc-:et. en.;
calend•r monthf any amount payable by suet Proje~t
Participant as its Project Entitlement Percentage cf CQsts
payable under Section 5(b) hereof ~nd the amount cf any
credits or debits as a result of any appropriat(
adjustments. 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
Project. Par tl ci pant within thirty ( 30) days aft€r the euste
of the billing statement shall bear interest frcffi the clue
date until paid at &n annual rate to be established by the
Commission o£ NCPA at the time of adoption of the then most
recent annual budget.
On or before the day five (5) calendar months after
the end of each NCPA fiscal year, NCPA shall subtDi t to each
Project Participant a statement of the a9gregate monthly
costs for such fisc~l year. If the actual aggregate
monthly costs and the Project Participant's Project
Entitlement Percentage thereof pursuant to this Agreementr,
and other amounts payable for any fiscal year~ exceed the
billings to the Project Participant, the deficiency sha~l
be added to the Project Participant's immediately succeed
ing billing statement. If the actual aggregate monthly
costs and the ~roject Participant's Project Ent.itlement
Percentage thereof pursuant to this Agreement, and other
amounts payable for any fiscal year, are lesE than the
billings to the Project Participant, such excess shall be
credited to the Project Participant~s billing statements
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.-------------:;-·----• • It~ WITNESS NHEREOF~ NCPA has exec~tea t.t~is Agreement in
accordance with the authorization of its Commission ano each of the
other undersi9ned entities has executed this Agt~ement with the
approval of its go'Verning body, and ca.ue.ed its off ic:.c:.l seal to be
affixed~
NOP.TAERN CALIFOF.NIA POWER
AGENCY By __ And __________________ __
CITY OF ALAMED~.
By------------And-------~---
CITY OF BIGGS
S)r-~---___...-.--...... ..,.,
And ----··--.,.-----~-
CITY OF GRIDLEY
BY-~-----·-----· And~--------~-----------
CITY OF HEALOSeORG
BY----------------------And ____ _
CITY OF LODI
BY---------------------And~--------·-
CITY OF LOMPOC
BY--------------·-------And----------~---------
t
-s-
Cl TY Of PAl,O hLTC
By~ ·--~-----~-And _____ _
CITY OF REDi>I.NG
By·---~---------·----____.. And __
By-··-------------··-·
An 6--~-.......:....-~--~··------~-·-
CITY OF SANT~ CLARA
ey ___ _
And ___ _
CITY OF tJKIAH
BY-------------And ____________________ _
PLOMAS-SIERR~ RURAL
ELECTRIC COOPE.R~.TIVE
BY----------------------And, ____________________ _