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7/31/2019 Pacific Grove AGENDA REPORT 14A June 20 2012 OCR Document
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CITY OF PACIFIC GROVE300 Forest Avenue, Pacific Grove, California 93950
AGENDA REPORT
TO: Honorable Mayor and Members of the City Council
FROM: Thomas Frutchey, City Manager
MEETING DATE: June 20, 2012
SUBJECT:
Agreement initiating a relationship with Nader Agha and Moss
Landing Commercial Park, LLC. (MLCP) to develop a desalinated
water project able to meet the needs of Pacific Grove and the
Monterey Peninsula
CEQA: This action does not constitute a project as defined by theCalifornia Environmental Quality Act (CEQA) guidelines section
15378.
RECOMMENDATION
1. Receive an update on the agreement to initiate and provide funding to establish a
public/private partner relationship between Nader Agha/Moss Landing Commercial Park, LLC
and the City of Pacific Grove.
2. Decline taking action on the agreement at this time. (If Council disagrees, it has the ability to
take one or more alternative actions, including approving the agreement.)
DISCUSSION
On April 18, 2012, the Council adopted Resolution No. 12-027 directing City staff to prepare an
agreement to define a relationship between Mr. Nader Agha / Desal America and the City
related to development, construction, and operation of a desalinization water supply project
(the Peoples Project) to provide water and benefits to the City and the Monterey Peninsula.
The Council directed that the relationship progress in two stages, with the first stage to be the
execution of an agreement with Mr. Agha establishing the parameters and payment provisions
for the completion of the future agreement related to the development of a water supply
project. The second stage is the future agreement, as contemplated by Resolution No. 12-027,
to provide all details of the partnership and its goals (the Desal America Agreement).
On April 23, California American Water Company (Cal-Am) filed its revised project proposal to
the California Public Utilities Commission (CPUC), Application 12-04-019. In that proposal, Cal-
Am commits to creating water from its north Marina desal project and buying groundwater
recharge from the Monterey Regional Water Pollution Control Agency (PCA) and seasonal
storage water from the Monterey Peninsula Water Management District (MPWMD). Cal-Ams
proposal makes no provision to buy water from the Peoples Desal Project, even though the
project proponents estimate that water from the Peoples Project will be available at
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significantly lower cost. To qualify for the bond funding necessary for the Peoples Project, the
City and Mr. Agha must ensure that the CPUC directs Cal-Am to purchase the water produced
by the Peoples Project for conveyance to the ratepayers. It is problemmatic whether or not
Cal-Am can receive such authorization as a result of its filing in A.12-04-019.
At the May 16, 2012 Council meeting, the Council:1. Received an update on the agreement to initiate and provide funding to establish a
public/private partner relationship between Nader Agha/Moss Landing Commercial
Park, LLC and the City of Pacific Grove and accepted the proposed language, with the
exception of Section 15, Indemnification.
2. Directed staff to negotiate further regarding Section 15, Indemnification, of theAgreement to ensure the City is adequately protected.
3. Directed staff to formally seek through the JPA process additional cities to join the
Agreement, then returning to Council with all results.
During the several weeks since the Councils action, the City and Mr. Aghas team have
completed their negotiations on the Agreement, specifically Section 15, Indemnification, with
the goal of ensuring the City is adequately protected. Mr. Agha has signed the latest version of
the agreement (see Attachment 1). In addition, the Mayor and City Manager have discussed
with other members of the JPA their interest in joining us in this effort. Mayors of the other
five cities have all stated that they are not interested in aligning with this project or either of
the other projects but, instead, are committed to waiting for the results of the outside technical
evaluation.
Other events with impacts on this potential partnership have transpired, as well, including,
among others:
The Water JPA TAC has proceeded with its detailed review of the three proposals. Mr. Agha and Mr. Schroeder indicated to the Water JPA TAC on June 4, and re-iterated
in a letter to the editor of the Herald, on June 12 (Attachment 2) that the proponents of
the Peoploe Desal Project believe members of the TAC have conflicts of interest or are
otherwise biased against the Peoples Desal Project. As a result, they stated that they
are withdrawing the Peoples Project from further consideration by the TAC and will
deal only with the full JPA Board.
The JPA Board approved an RFP for an outside technical evaluation of the proposals.Responses to the RFP are due back on in July.
The JPA Board formally acknowledged that it prefers that the Water ManagementDistrict be the public agency involved in the desal project, not the 6 cities, eitherindividually or as a group.
The City submitted comments to the CPUC Administrative Law Judge, both on our ownand as part of the JPA (Attachment 3).
The CPUC Administrative Law Judge established an extremely aggressive set ofmilestones and time lines, in an effort to ensure that water is available when needed, on
January 1, 2017 (Attachment 4).
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These events, and the additional information that has come to light over the past several
weeks, have been telling.
The key question for the City is whether entering into this partnership with Mr. Agha/Moss
Landing Commercial Park, LLC is likely to be of net benefit or net cost to the citizens of Pacific
Grove. Mr. Agha has made a generous offer to the City. If the Peoples Project is successful,water costs for Pacific Grove ratepayers may be significantly lower than under the other two
proposed projects. In addition, the City would potentially gain revenues that could cover some
of the Citys administrative costs.
However, as stewards of the publics treasury, our primary guiding principle must be minimizing
the risk of harm, by minimizing the likelihood that our actions could put the General Fund at
risk, when there is an alternative action that is less risky.
Peering into the future is always uncertain, but the Citys involvement in the Peoples Project
would appear to have a low likelihood of positive benefit, and a high risk that the costs would
exceed the benefits, for the following seven reasons:
1. The CPUC and other regulatory agencies are not likely to approve Mr. Aghas project (oreither of the other two projects)as currently conceived.
2. Cal-Ams application before the CPUC does not to provide a proper means by which Cal-Am will be authorized to buy water from the Peoples Project to convey to ratepayers.
3. Mr. Agha and the City have markedly different goals, and the proposed partnership is illsuited to assist either party in reaching its goals.
4. Given that a public partner does not appear necessary, the City has nothing of value tooffer Mr. Agha, but does impose significant restrictions on his freedom to act.
5. This project is way beyond the Citys capabilities, and would impose unacceptableopportunity costs on the other responsibilities and opportunities we have in the comingyears.
6. There are significant financial and legal risks of the Citys involvement in this project.7. The resources Mr. Agha is willing and able to commit are not likely to be sufficient to
see this project through to completion. Thus, Mr. Agha will likely need at least one
other partner, which will complicate an already challenged relationship even further.
Each of these is examined below.
1. The CPUC and other regulatory agencies are not likely to approve Mr. Aghas project (oreither of the other two projects) as currently conceived. The proponents of the three projects
have submitted detailed responses to the TACs 50+ questions. The TAC has now finished apreliminary evaluation of those responses. As would be expected with a quite complex project,
involving potential environmental impacts of great significance, and in an area as litigious as
water rights, serious potential issues are evident with all three projects. None of the projects
appears without a major flaw. As the exact nature of the issues clearly vary significantly from
proposal to proposal, it is now becoming reasonable to project that the peninsula may end up
with a project that combines elements of all three proposals
.
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2. Cal-Ams application before the CPUC does not to provide a proper means by which Cal-Am will be authorized to buy water from the Peoples Project to convey to ratepayers. At the
June 6, 2012 Prehearing Scoping Conference, ALJ Weatherford clarified that the hearings and
testimony for Cal-Ams Application 12-04-019 will not address project alternatives, and will
instead focus on whether that proposal is cost-effective or can be achieved in a more cost-
effective manner. As such, it is not likely that evidence pertaining to Mr. Aghas project will bereceived by the CPUC, and it is not likely that the proceeding can authorize Cal-Am to buy water
from that project. This step is essential to ensure that the Peoples Project can be funded, and
for the City to ensure continued compliance with its franchise agreement with Cal-Am.
3. Mr. Agha and the City have markedly different goals, and the proposed partnership is illsuited to assist either party in reaching its goals. Mr. Agha has stated that his two goals for
partnering with the City are to:
1. Sell the City the land at Moss Landing where the plant will be constructed.
2. Contract with the City to design-build the desal plant, based on the technology Mr. Agha
and his partners at Rodi Systems have developed.
There is a high likelihood that, if the City becomes involved in this project, it will not be able to
meet either of Mr. Aghas objectives. As to the land, several factors would tend to make it
preferable for the City to seek to lease the land, not buy it. Even though Mr. Agha has spent
significant sums cleaning his site of contamination, before the City could purchase the property,
a complete assessment of environmental hazards and any remediation costs would need to be
performed, with unambiguous assignment of responsibility. In the event significant
contamination were to be found, any costs to remediate could easily exceed the value of the
underlying property. If the City were to hold an ownership interest, it would likely hold joint
and several liabilities for remediation. This means that the City could bear sole responsibility
for environmental remediation costs in the event its partners were unable to pay.
As to the desal plant design/build, given the requirements ofthe Citys purchasing processes,
and likely bond covenants, we will be issuing a request for proposals (RFP) to identify the
design/build contractor. There is no way to predict at this point whether Rodi Systems would
be the successful proposer. (There would also be at least the appearance of collusion if the City
were to award the design/build contract to Rodi Systems, given that the City would be
perceived as a partner of Mr. Agha and Mr. Agha has interests in Rodi Systems.)
If the CPUCs stated position that a public partner for a desal project in Monterey County is not
necessary is validated over the coming months, Mr. Agha is likely to become increasingly
frustrated at having to adhere to the process requirements that having a public partner such asthe City are likely to impose on him. Having a public partner in that scenario imposes significant
costs but yields no real benefits.
The goals of the Cityto ensure that replacement water is available by January 1, 2017would
appear to be better served by investing the Citys limited resources in other ways, such as
heightened involvement in the Water JPA. If the City continues to be a proponent of just one of
the three competing projects, the City will be violating one of the key tenets of membership on
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the JPA, and will lose its voice, both on the JPA Board but in helping shape the JPAs role as an
intervener with the CPUC.
4. Given that a public partner does not appear necessary, the City has little if anything ofvalue to offer Mr. Agha, but does impose significant restrictions on his freedom to act. There
are already examples of this. Mr. Aghasecured the commitment of a consulting firm toconduct the upcoming CEQA analysis for a relatively low price. The City, however, will have to
issue an RFP and award the contract in full conformance with our purchasing ordinances. That
is likely to both delay the timing of the RFP and increase the overall costs to Mr. Agha. Thus,
when this is combined with the preceding reasons, it would appear that the relationship has a
high likelihood of soon souring, from Mr. Aghas perspective.
5. This project is way beyond the Citys capabilities, and would impose unacceptableopportunity costs on the other responsibilities and opportunities we have in the coming
years. We are not currently in the water business; we have no engineers on staff; our City
Attorney, who is an expert in water, is not able to fully participate, given the perception of a
conflict of interest with his duties as General Counsel to the Water District; given all of the
other projects of importance to the City, and our structural financial deficit, we have no
resources to expend on this project.
The recent Sand City experience is instructive. The San City project was a $12M project
(compared to the approximately $100M Peoples Project. In spite of its small size, the Sand City
project consumed, on average, over 20% of the City Managers time and over $100,000 in legal
costs, without any suits even being filed to stop the project. The project almost had to be shut
down, when Californias bond rating was lowered. The CPUC rejected Cal-Ams proposal to
undertake operational costs for the Sand City project, and has not finalized its review of that
effort.
Even though Mr. Agha has committed to pay for the staff time involved, there is no way to
make up for the time lost on other projects. There are numerous high-priority projects
including the recently requested fire analysis, needed improvements in Police cost-
effectiveness, continued progress on resolving the retirement benefits issue, among othersas
well as overall management of the City, that will be sacrificed if this project proceeds. A
significant portion of the Councils time would also need to be dedicated to this effort.
5. There are significant financial and legal risks of the Citys involvement in this project.
One of the primary underlying principles required by the Council in the formation of therelationship with Mr. Agha is that the Citys General Fund and overall fiscal health not be placed
at any risk. Two specific areas of interest were negotiated over the past several weeks to
ensure consistency with that principle:
Assurance that the $600,000 Mr. Agha is committing to the development of the PeopleProjects EIR, permit applications, and other efforts will be available when needed; and
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Protection of the City in the event of lawsuits, regulatory requirements of the CPUC,Coastal Commission, or other permitting bodies, or any other unintended sources of
expenses resulting from the Citys participation in the Project.
However, in spite of this, the attorney for PARSAC, our risk management consortium, has noted
that even the most comprehensive assurance that Mr. Agha intends to indemnify and defendthe City from risk includes the possible risk that his resources will not be sufficient or available
to meet this objective. The City may not avoid joint and several liability to third parties or the
public at large. The City, alone, will be responsible for these expenses if insufficient resources
exist to fund the indemnity provisions. Further, as seen in the three-party agreements between
Cal-Am, the Marina Coast Water District, and the Monterey County Water Resources Agency
for the now-defunct Regional Desal/Coastal Water Project, an iron clad set of indemnity and
reimbursement agreements are of no avail when one party contends that the contract itself is
void.
Paragraph 16 of the draft Agreement proposes that the Parties to the agreement agree not tosue each other. That provision, alone, calls into question the enforceability of any of the
agreements payment and indemnification provisions.
6. The resources Mr. Agha is willing and able to commit are not likely to be sufficient to see
this project through to completion. Thus, Mr. Agha will likely need another partner, which
will complicate an already challenged relationship even further. The attorneys we
interviewed to represent us at the CPUC indicated that, even without litigation, administrative
costs for this project will be considerable. They believe that the environmental review process
may cost from $750,000 to $1,000,000, or more. They also believe that legal and technical
expenses for the CPUC processes may exceed $1,000,000 due to the large number of
participants, and the anticipated adversarial positions of the parties. Thus, significantly greaterventure capital will be needed before the due diligence the City must undertake as a public
agency could be completed.
CONCLUSION
The Council subcommittee has consistently championed this project and the partnership. As
City Manager, however, my perspective, and the factors that I must consider, are inherently
different. In general, as the chief executive officer of the City, a city manager is required to
view the Citys affairs as societal and economic problems to be solved. The City works best
when it shepherds its resources in order to be most cost-effective. The City can make the best
use of its limited resources by addressing those problems that it can solve. The Citys powerand influence is based on the discretionary resources the City has at its disposal.
As policy-makers, Councilmembers can have a very different perspective. A Councilmembers
perspective can tend to view the Citys affairs as interests to be reconciled so that agreement
can be reached on how to move forward. From this perspective, the City works best when it
listens to the various groups demanding City actions to solve their problems. The Citys power
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and influence is based on the citizens whose needs have been met and believe that the City can
do so again in the future.
On most issues, these two perspectives can be reconciled. In this case, we have not found a
way to to do so. I fully respect the subcommittees perspective and commitment. However, as
City Manager, I cannot recommend that the City become a partner in this project; the downsiderisks far outweigh the possible benefits that cannot be achieved by other means. It is my
professional opinion that the Citys goals can be better achieved and our citizens better served
by not proceeding with this agreement at this time, but instead, continuing as a full
participating partner in the Water JPA.
FISCAL IMPACT
Mr. Agha has committed, on behalf ofthe Peoples Project, to pay all City costs involved, prior
to the activity causing the expense. The intent is that no activity will be undertaken that
requires a financial contribution from the City before overall Project financing is obtained. As
noted above, indemnity and reimbursement agreements cannot ensure that avoid all risks to
the City will be avoided. Accordingly, it must be assumed that the City will accept a significant
risk to its fiscal resources if it enters into the proposed agreement.
ATTACHMENTS
1. Draft Agreement, signed by Mr. Agha, dated June 1, 20122. Letter to Editor, Monterey County Herald, June 12, 20123. City Comments to CPUC Administrative Law Judge, June 4, 20124. Schedule of Proceedings Proposed by CPUC Administrative Law Judge, June 6, 2012
RESPECTFULLY SUBMITTED:
_____________________________
Thomas Frutchey
City Manager
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Monterey County HeraldLetter to the EditorJune 12, 2012:
Agha opposes Narigi on panel
I am concerned that the Technical Advisory Committee of the mayors joint powers agency is too little
technical and too much political.
It is one thing to have George Riley on it, a student of water issues and stimulant for addressing
important policy questions. But it is quite another to have John Narigi on it, the political kingpin for the
hospitality industry. He is not a water expert. He has been making biased bureaucratic comments about
my Peoples desalination project and our list of questions that was answered with the help of the best
engineers and consultants.
The Peoples Project has received a great evaluation from the independent consultant with the ultima te
findings of no fatal flaws. Narigis history on water is essentially political and he has acknowledged his
preference for the Cal Am proposal in public. He is also known to be closely connected to the DeepWater Desal. How do you expect an objective evaluation of the desal proposals with his inexperience
and inability to make an educated independent evaluation? His project preferences are widely known.
I am concerned that the Peoples Project will not get a fair hearing. I believe he should recuse himself
because in our opinion he does not stand for the best interest of the ratepayers. This is clear due to his
bias toward Cal Am, which made a deal to reduce his groups water rate and push the burden towards
ratepayers.
Nader Agha
Pacific Grove
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City of Pacific Grove Prehearing Conference Statement
A.12-04-019
BEFORE THE PUBLIC UTILITIES COMMISSION
OF THE STATE OF CALIFORNIA
Application of California-American ) Application 12-04-019
Water Company (U210W) for Approval ) (Filed April 23, 2012)of the Monterey Peninsula Water Supply )
Project and Authorization to Recover )
All Present and Future Costs in Rates )____________________________________)
PREHEARING CONFERENCE STATEMENT
OF THE CITY OF PACIFIC GROVE
Thomas FrutcheyCity Manager
City of Pacific Grove
300 Forest AvenuePacific Grove, CA 93950
Telephone: (831) 648-3181
Facsimile: (831) 657-9361
Email: [email protected]
CITY OF PACIFIC GROVE
June 4, 2012
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City of Pacific Grove Prehearing Conference Statement
A.12-04-019
BEFORE THE PUBLIC UTILITIES COMMISSION
OF THE STATE OF CALIFORNIA
Application of California-American ) Application 12-04-019
Water Company (U210W) for Approval ) (Filed April 23, 2012)of the Monterey Peninsula Water Supply )
Project and Authorization to Recover )
All Present and Future Costs in Rates )____________________________________)
PREHEARING CONFERENCE STATEMENT
OF THE CITY OF PACIFIC GROVE
Introduction
The City of Pacific Grove (City) hereby submits its Prehearing Conference Statement for
the scheduled June 6, 2012 Prehearing Conference in accord with Administrative Law Judge
(ALJ) Weatherfords Ruling of May 11, 2012, and Rule 7.2 of the Rules of Practice and
Procedure (Rules) of the California Public Utilities Commission (Commission).
Issues to Define the Scope of the Hearing
The City believes there are a number of issues worthy of in-depth analysis. However,
rather than repeat issues already identified by other interveners, including the Monterey
Peninsula Regional Water Authority (MPRWA), of which the City is a member, the City
identifies here only the following additional issues it requests be addressed in the hearing:
Development of a desalination projectas one major component of the Projectappears
necessary. In order to best serve the ratepayers, and maximize the chances that the replacement
water is available on time, the City believes that the principal competitive project proposals must
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Page 2
all be vetted using four main criteria: technical feasibility; on-time deliverability; cost to
ratepayers; and governance.
Given the likely costs of the water generated by one or more of the three major
components of the proposed project will represent a significant increase over current costs and
require a significant increase in rates, small projects that were previously rejected should be re-
examined, as they may now be cost-competitive. Examination of small projects should not
provide a basis to delay approval or delivery of the proposed project, but may offer opportunities
to reduce its scale or cost provided those alternates are achievable in a timely manner. The City
is prepared to discuss one or more small project opportunities that appear promising.
The lack of any role for representatives of local ratepayers in governance is still a matter
of concern. Such a role can be accomplished through either a public partner or through the
ongoing decision-making structure. A public partner may insulate the risk of operational
disruptions and public health impacts, may ensure the lowest cost financing and thereby
minimize rate impacts, and may best address concerns over growth inducement. Involving the
cities in ongoing Project decision-making ensures that the ratepayers interests are represented,
and such interests adequately balance the interests of investors. We believe that such public
involvement in governance must include binding applicationas to the projects design, financing,
construction, and operation.
The Project faces a number of actual and potential legal hurdles that create risk of
litigation and delay. The Commission is uniquely able to design a review and approval process
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Page 3
that enables collaboration and compromise among the various parties to address outstanding
issues, develop mutually acceptable solutions, and minimize litigation risk.
Workshop
In view of the complexities of the issues and need for timely resolution, the City supports
holding a workshop, preferably in Monterey County, which will tend to increase participation of
local interested parties and their acceptance of developed solutions.
Settlement
The City is willing to participate in settlement discussions, with or without mediation,
and is committed to ensuring they are productive.
Schedule
The proposed schedule does not identify the timing of environmental review. A
completed environmental review, including public comments and responses, is critical to
formulation of mitigation and alternatives, which may constrain the selection and costs of the
options available for evaluation in the formal proceedings. In order to ensure that environmental
considerations are incorporated into the formal proceedings, a final environmental document
should be published before testimony and evidentiary hearings.
Conclusion
The City looks forward to working with all interested parties to achieve the best and most
timely solution for the Monterey Peninsula.
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Page 4
Dated: June 4, 2012 Respectfully submitted,
/s/Thomas Frutchey
Thomas Frutchey
City ManagerCity of Pacific Grove
300 Forest Avenue
Pacific Grove, CA 93950
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Consent Agenda Item No. 14A