HomeMy WebLinkAboutMINUTES - 10191993 - 1.58 #1 . 58
TO: BOARD OF SUPERVISORS 5E L Contra
Costa
FROM:
Phil Batchelor, County Administrator = - s
-...� � County
October 19 1993
DATE: / �°,rr ouN� r
SUBJECT: Cooperation Agreement between County and Crockett Cogeneration
SPECIFIC REQUEST(S)OR RECOMMENDATION(S)&BACKGROUND AND JUSTIFICATION
RECOMMENDATION
Approve agreement and authorize County Administrator to sign.
BACKGROUND
Pursuant to the California Energy Commission's decision approving
the Crockett Cogeneration Project, and defined in the Conditions of
Certification, an agreement has been prepared between the County
and Crockett Cogeneration to confirm and reaffirm certain
commitments made by Crockett Cogeneration and the County to the
Crockett community.
Crockett Cogeneration is to pay $300,000 per year to the Crockett
Community Foundation, a tax-exempt charity, to be formed to receive
and disburse funds for the benefit of the Crockett community.
Crockett Cogeneration will advance monies up to $100,000 per year,
if necessary, and shall pay additional foes not to exceed $15,000
incurred by the Crockett Advisory Committee in negotiating a
community benefit package and the formation of a Crockett Community
Foundation.
The County reaffirms that its Resolution No. 92/757 adopted on
November 3, 1992, will remain in force to annually dedicate during
the project's operation $200,000 of property tax increment subject
to any discounted amounts that may result from tax losses due to
adoptions of the State budget and related public funding; and in
addition, the County will commit up to $250,000 of new property tax
increment to enhance law enforcement in the greater Crockett area
subject to any discounted amount resulting from any tax losses due
to adoptions of the State budget and related public funding.
CONTINUED ON ATTACHMENT:. ✓ YES SIGNATURE: -^ /
RECOMMENDATION OF COUNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE
APPROVE OTHER
SIGNATURE(S):
ACTION OF BOARD ON19 1993 APPROVED AS RECOMMENDED OTHER
VOTE OF UPERVISORS
I HEREBY CERTIFY THAT THIS IS A TRUE
UNANIMOUS(ABSENT ~� ) AND CORRECT COPY OF AN ACTION TAKEN
AYES: NOES: AND ENTERED ON THE MINUTES OF THE BOARD
ABSENT: ABSTAIN: OF SUPERVISORS ON THE DATE SHOWN.
ATTESTED_ O'C1 19 1993
Contact: PHIL BATCHELOR,CLERK OF THE BOARD OF
cc: County Administrator SUPERVISORS AND COUNTY ADMINISTRATOR
County Counsel
Auditor
BY ,DEPUTY
1\.
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The parties agree that upon its formation the Crockett Community
Foundation is intended to be, and shall be recognized as, the
third-party beneficiary of this agreement, and could also serve as
the advisory council to the Board of Supervisors regarding County
commitments of property tax increments . The terms of the agreement
have been reviewed by the Crockett Advisory Committee and its
attorney and they recommend it be approved.
FINANCIAL IMPACT
As part of the exchange for the commitments made by Crockett
Cogeneration and the County for a community benefits program, as
contained in the California Energy Commission Conditions of
Certification, the project will be constructed and subsequent
property tax revenues will accrue to the County.
Dept. : Scott Tandy (646-4087)
a
COOPERATION AGREEMENT BETWEEN
THE COUNTY OF CONTRA COSTA AND
CROCKETT COGENERATION
THIS COOPERATION AGREEMENT (the "Agreement") is made and entered into as of
1993, by and between the COUNTY OF CONTRA COSTA
("County"), a political subdivision of the State of California, and CROCKETT COGENERATION
("CC"), A California Limited Partnership.
RECITALS
THIS AGREEMENT is made with respect to the following facts:
A. CC is developing the Crockett Cogeneration Project, a cogeneration plant to be located in
Crockett, an unincorporated area of County(hereafter sometimes referred to as the"project").
B. On May 3, 1993,the Energy Resources and Development Commission of the State of
California(hereafter the California Energy Commission or CEC)issued its Decision in Docket
No. 92-AFC-1 certifying the Crockett Cogeneration Project, subject to certain Conditions of
Certification.
C. Among the conditions is SOC-8, which requires CC to use due diligence and all good-faith
efforts to execute a contract with the County incorporating conditions SOC-4, SOC-5 and SOC-6. The
parties desire to enter into this Agreement in order to satisfy condition SOC-8.
AGREEMENT
NOW, THEREFORE,for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged,the parties agree as follows:
1. Purpose of Agreement.
The purpose of this Agreement is to satisfy condition SOC-8 of the Decision in Docket
No. 92-AFC-1 of the California Energy Commission and to confirm and reaffirm certain commitments
made by County to the Crockett community..
2. Crockett Community Foundation.
2.1 CC shall pay$300,000 per fiscal year to the Crockett Community Foundation, a
tax exempt charity to be formed to receive and disburse funds for the benefit of the Crockett
community. Payments shall commence in the fiscal year ending June 30, 1996, and shall continue for
30 years escalating at 3 percent per year. Payments shall be made semi-annually on November 10 and
May 10,beginning November 10, 1995. In the event the Crockett Community Foundation is not in
existence at the time any payment pursuant to the Decision is due,such payment shall be made to an
independent trustee for the benefit of the Crockett community.
2.2 Upon request, CC shall advance to the Crockett Community Foundation up to
$100,000 per year,beginning in the fiscal year ending June 30, 1993, for any purpose including
payment of attorneys' fees in excess of the$15,000 to be paid by CC pursuant to Condition SOC-6 and
Section 3 below. Such advances shall be credited against the first annual payment to be made by the
Applicant to the Crockett Community Foundation as required by Condition SOC-4 and section 2.1
above.
2.3 Payment of the amounts set forth in sections 2.1 and 2.2 is conditioned upon CC
obtaining financing for the project and upon CC commencing construction of the project.
2.3 CC shall exercise its best efforts to encourage the formation of the Crockett
Community Foundation.
3. Payment to Crockett AdvisM Committee.
CC shall pay attorneys' fees not to exceed$15,000 incurred by the Crockett Advisory
Committee in negotiating the community benefits package and the formation of Crockett Community
Foundation. Payment shall be made upon presentation of a statement
atement of attorneys' fees signed by the
Chairperson of the Crockett Advisory Committee(or other designee named by the County)or the
Chairperson of the Crockett Community Foundation, as applicable. Payment shall be made within a
reasonable time after presentation of the statement.
4. Commitment by County
County reaffirms that its Resolution 92/757, and its paragraphs c.1. and 2. remain in force
as follows:
4.1 To annually dedicate during the project's operation $200,000 of project property
tax increment subject to any discounted amounts that may result from tax losses due to adoptions of the
State budget and related public funding.
4,2 To commit up to $250,000 of new project property tax increment to enhance law
enforcement in the greater Crockett area subject to any discounted amount resulting from any tax
losses due to adoptions of the State budget and related public funding.
5. Crockett Community Foundation as Third-Party Beneficiary.
The parties recognize and acknowledge that the purpose of this Agreement is to confer and
secure certain benefits provided herein on and to the Crockett community. Accordingly,the parties
agree that, upon its formation,the Crockett Community Foundation is intended to be, and shall be
recognized as,the third-party beneficiary of this Agreement. Except as expressly stated in this
paragraph,the parties agree and assert that no other person or entity is intended to be,nor shall any
other person or entity be authorized to claim any rights as, a third-party beneficiary.
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6. General Provisions.
6.1 Entire Agreement.
This Agreement constitutes the entire agreement between the parties with respect
to the subject matter hereof and supersedes all prior agreements and understandings, written and oral.
6.2 Validity of Agreement.
If any term,provision,or condition of this Agreement is determined by a court of
competent jurisdiction to be invalid,void or unenforceable,then the remainder of this Agreement shall
remain in full force and effect and shall in no way be affected, impaired, or invalidated by such
determination.
6.3 Warranty of Authority.
By executing this Agreement, each of the undersigned covenants, warrants and
represents that he or she has the power and authority to execute this Agreement on behalf of the
corporation or the County for whom he or she is signing. Upon request, each party will provide to the
other true and satisfactory evidence of the authority of the person executing this agreement on its behalf
and of the party's authority and legal power to enter into and perform this Agreement.
6.4 Successors and Assigns.
This Agreement shall be binding in all respects upon any and all assignees and
successors of the parties.
6.5 Joint Cooperation.
Throughout the process described in this Agreement, the parties shall work in good
faith to effectuate the purposes of this Agreement. Such cooperation shall include, but shall not be
limited to, such joint efforts as may be appropriate to resolve any potential claims by third parties that
may arise as a result of, or in connection with,this Agreement.
6.6 Reservation of Lawful Authority.
Nothing in this Agreement shall be construed as limiting the lawful authority of the
County to execute its police powers on behalf of the health, safety and welfare of its residents.
6.7 Execution of Further Papers:Evidence of Compliance.
(1) The parties hereto agree to execute,from time to time, all documents that may
be necessary or desirable to carry out the terms of this Agreement, or to effect the purposes of this
Agreement.
(2) CC may from time to time request from the County and the County shall
provide a statement showing confirmation of its compliance with the obligations imposed under this
Agreement.
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6.8 Notice.
All notices, requests, demands and other communications under this Agreement
shall be in writing and shall be deemed to be duly given on the date of service if delivered personally to
the party to whom notice is to be given, or if mailed, on the date of receipt. Notices shall be directed to
the parties as follows:
For County: With a copy to:
Phil Batchelor Victor Westman
County Administrator County Counsel
County of Contra Costa County of Contra Costa
County Administration Bldg. 11th Floor' County Administration Bldg., 9th Floor
651 Pine Street 651 Pine Street
Martinez, CA 94553 Martinez, CA 94553
For CC: Counsel for CC:
Crockett Cogeneration David Lloyd,Esq.
500 NE Multnomah Street, Suite 900 Stoel Rives Boley Jones& Grey
Portland, OR 97232 900 SW 5th Avenue, Suite 2300
Attention: Brian Holt,President Portland, OR 97204-1268
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written.
COUNTY OF CONTRA COSTA
By:
Title:
CROCKETT COGENERATION,
A California Limited Partnership
By PACIFIC CROCKETT ENERGY,INC.,
Its General Panner
By:
Title:
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