Resolution 14556CITY OF ALAMEDA RESOLUTION NO. 1 4 5 5 6
RATIFYING THE PUBLIC UTILITY BOARD'S APPROVAL OF
AMENDMENT TWO TO AGREEMENT FOR CONSTRUCTION,
OPERATION AND FINANCING OF GEOTHERMAL PROJECT
NUMBER 3; AMENDED AND RESTATED GEOTHERMAL
PROJECT OPERATING AGREEMENT BETWEEN NORTHERN
CALIFORNIA POWER AGENCY AND THE GEOTHERMAL
PROJECT PARTICIPANTS, AND AMENDMENT NUMBER ONE
TO NORTHERN CALIFORNIA POWER AGENCY FACILITIES
AGREEMENT
WHEREAS, the Turlock Irrigation District (TID) has provided the required
two-year notice of termination of membership in the Northern California Power
Agency ("NCPA') Joint Powers Agreement (JPA) and the NCPA Commission has
accepted that two-year notice to be effective April 1 2011; and
WHEREAS, TID's termination of membership in the JPA affected its rights
and obligations under various agreements between TID and NCPA members and
between TID and NCPA, requiring those agreements to be either terminated,
clarified or amended in some fashion; and
WHEREAS, any signatory to the JPA terminating its membership in the JPA
is obligated to pay its pro-rata share of all debts, liabilities and obligations of NCPA
as of the date of termination as a condition precedent to such termination and
withdrawal; and
WHEREAS, TID and NCPA staff have worked together to identify all
agreements needing to be either terminated, clarified or amended, and have arrived
at a recommended settlement amount that would satisfy TID's obligation to pay its
pro-rata share of all debts, liabilities and obligations of NCPA as of the date of
termination; and
WHEREAS, the agreements requiring NCPA member approval to effectuate
TID's withdrawal from the JPA are as follows:
• Amendment Number Two to Agreement for Construction, Operation and
Financing of Geothermal Generating Project Number 3;
• Amended and Restated Geothermal Project Operating Agreement
Between Northern California Power Agency and the Geothermal Project
Participants; and
• Amendment Number One to Northern California Power Agency Facilities
Agreement.
WHEREAS, the NCPA Commission has approved all the necessary
Geothermal Agreement and Facilities Agreement modifications and approved the
Membership Withdrawal and Exit Agreement between NCPA and Turlock Irrigation
District on February 24, 2011; and
WHEREAS, in order to finalize TID's withdrawal from NCPA the Alameda
Public Utilities Board approved: (1) Amendment Number Two to Agreement For
Construction, Operation And Financing Of Geothermal Generating Project
Number 3; (2) Amended And Restated Geothermal Project Operating
Agreement Between Northern California Power Agency And The Geothermal
Project Participants; and (3) Amendment Number One To Northern California
Power Agency Facilities Agreement at its February 28, 2011 public meeting.
NOW, THERFORE, BE IT RESOLVED by the Council of the City of Alameda
that the Council hereby ratifies the Public Utilities Board s approval of
(1) Amendment Number Two to Agreement For Construction, Operation
And Financing Of Geothermal Generating Project Number 3;
(2) Amended And Restated Geothermal Project Operating Agreement
Between Northern California Power Agency And The Geothermal Project
Participants;
(3) Amendment Number One To Northern California Power Agency
Facilities Agreement; and
(4) Authorize the General Manager of Alameda Municipal Power to execute
all three agreements.
1, the undersigned, hereby certify that the foregoing Resolution was duly and
regularly adopted and passed by the Council of the City of Alameda during the Regular
Meeting of the City Council on the 15th day of March, 2011, by the following vote to wit:
AYES: Councilmembers Bonta, deHaan, Johnson, Tam and
Mayor Gilmore — 5.
NOES: None.
ABSENT: None.
ABSTENTIONS: None.
IN WITNESS, WHEREOF, 1 have hereunto set my hand and affixed the official seal of
said City this 15th day of March, 2011.
Lara Weisiger, «i !erk
City of Alameda