HomeMy WebLinkAboutAgr 2018-02-26 (City of Rocklin) MEMORANDUM OF UNDERSTANDING
This Memorandum of Understanding (MOU) is entered into the day of _ 2018
(Effective Date), by and between the City of Rocklin (ROCKLIN) and the Town of Tiburon
(TIBURON). ROCKLIN and TIBURON are sometimes individually referred to herein as
"Party" and collectively as "Parties".
RECITALS
A. Electric Utilities collect and annually allocate credits to communities to convert overhead
electric facilities to underground electric facilities. (These credits are commonly referred to as
Rule 20A Credits). The amount of said credits allocated by Pacific Gas and Electric Company
(PG&E) to the City of Rocklin is hereafter referred to as the "Rocklin Allocation".
B. TIBURON hereby represents that it is eligible to use Rule 20A Credits and has the
Tiburon Boulevard Utility Undergrounding Project(Project) planned which can utilize Rule 20A
Credits.
C. On February 21, 2018, the TIBURON Town Council authorized the TIBURON Town
Manager to enter into this MOU with ROCKLIN to receive the transfer of ROCKLIN Rule 20A
Credits.
D. On February 27, 2018, the ROCKLIN City Council authorized the ROCKLIN City
Manager to enter into this MOU with TIBURON for the transfer of ROCKLIN Rule 20A Credits
to TIBURON.
AGREEMENT
NOW, THEREFORE, the Parties hereto agree as follows:
1. ROCKLIN agrees to assign, for use by TIBURON, its rights and interests in $438,080 of
Rocklin's Allocation to TIBURON, and TIBURON agrees to acquire, for consideration,
$438,080 of Rocklin's Allocation in accordance with the terms of this MOU. This MOU shall be
subject to the approval of the Town of TIBURON and the City of ROCKLIN and shall become
effective on the date when both such approvals have been obtained (Effective Date).
2. ROCKLIN agrees to transfer to TIBURON $438,080 of ROCKLIN uncommitted Rule
20A Credits, at a purchase amount of$109,520.
3. Within five (5) business days of the Effective Date, TIBURON shall make a payment to
ROCKLIN in the amount of$109,520 (Acquisition Price). The Acquisition Price shall be made
in immediately available funds via check or wire transfer to an account designed by ROCKLIN.
The Acquisition Price shall constitute full consideration for the transfer and assignment of the
Rocklin Allocation transferred pursuant to this MOU.
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4. Within five (5) business days of ROCKLIN's receipt of the Acquisition Price funds,
ROCKLIN shall deliver a written request to PG&E, with a copy to TIBURON, making a formal
request to transfer and assign $438,080 of the Rule 20A Credits contained in the Rocklin
Allocation to and for the benefit of TIBURON. ROCKLIN shall cooperate in good faith with
TIBURON to provide any additional documentation or information that is reasonably requested
by PG&E to complete the transfer. In the event that PG&E is unable to complete the transfer,
ROCKLIN shall return the Acquisition Price funds to TIBURON within ten (10) business days
of TIBURON's written notification to ROCKLIN.
5. TIBURON acknowledges and agrees that it has conducted its own investigation as to the
applicability and transferability of the Rocklin Allocation for use by TIBURON and that
ROCKLIN has not made any representation or warranty to TIBURON with respect to same. The
actual use of the Rocklin Allocation by TIBURON shall be subject to the rules and procedures
adopted by PG&E, the California Public Utilities Commission, and such other conditions or
requirements as are set forth in the Public Utilities Code.
6. In the event that either Party is in breach of its obligations as set forth in this MOU, then
the non-defaulting Party shall have the right to terminate this MOU on ten (10) business days'
written notice to the defaulting Party unless the default is cured within the notice period. Upon
termination for breach, the non-defaulting party may exercise any right or remedy which it may
have under applicable law.
7. All notices to be given pursuant to this MOU shall be delivered in person, by U.S. mail,
or by commercial overnight delivery and shall be effective upon receipt. All notices shall be sent
and addressed to the representative of the Party that signs this MOU on behalf of the Party.
8. This MOU shall be governed and construed in accordance with the laws of the State of
California, and any action brought relating to this MOU shall be adjudicated in a court of
competent jurisdiction in the County of Placer.
9. Each party shall at its own cost and expense comply with all statutes, ordinances,
regulations and requirements of all governmental entities, including federal, state, county or
municipal, whether now in force or hereinafter enacted.
10. A waiver by either party of any breach of any term, covenant, or conditions contained
herein shall not be deemed to be a waiver of any subsequent breach of the same or any other
term, covenant, or condition contained herein, whether of the same or a different character.
11. The terms of this MOU shall be construed in accordance with the meaning of the
language used and shall not be construed for or against either Party by reason of the authorship
of the MOU or any other rule of construction which might otherwise apply.
12. If any term or portion of this MOU is held to be invalid, illegal, or otherwise
unenforceable by a court of competent jurisdiction, the remaining provisions of this MOU shall
continue in full force and effect.
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13. In the event of any dispute or legal action arising under this MOU, the prevailing Party
shall not be entitled to attorney's fees.
14. This MOU may be executed in two or more counterparts, each of which shall be deemed
an original and all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, ROCKLIN and TIBURON have executed this Memorandum of
Understanding effective on the date and year first hereinabove set forth.
CITY OF ROCKLIN
Dated:
Ricky A. Horst, City Manager
ATTEST:
Dated:
Barbara Ivanusich, City Clerk
APPROVED AS TO FORM:
Dated:
Steven P. Rudolph, City Attorney
TOWN OF TI U ON
Dated:
Greg C ms, Town Manager
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ATTEST:
Dated: � � / G /?�.
Lea Stefani, Town Clerk
APPROVED AS TO FORM:
Dated: �
Benjamin Stock, Town Attorney
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