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HomeMy WebLinkAbout74-26 1 2 4 6 ? 8 9 10 11 12 13 14 16 17 18 19 2O 21 22 23 24 25 26 27 28 29 3O 31 RESOLUTION NO. 74-26 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF UKIAH APPROVING EXECUTION OF JOINT POWERS AGREEMENT ESTABLISHING THE NORTHERN CALIFORNIA POWER AGENCY WHEREAS, the City Council has previously entered into a Joint Powers Agreement to form the NORTHERN CALIFORNIA POWER AGENCY, and WHEREAS, it now appears desirable to amend that Agree- ment, NOW THEREFORE BE IT RESOLVED that that certain agreement attached hereto and made a part hereof is hereby approved, and BE IT FURTHER RESOLVED that the Mayor is authorized to execute same on behalf of the City. PASSED AND ADOPTED THIS 7th day of No~ember 1973, by the following roll call vote: AYES: Councilmen Weinkaulf, Norgard, Buxton, Pearson, Mayor Simpson NOES: None ABSENT: None ATTEST: 'City Clerk NORTHERN CALIFORNIA POWER AGENCY JOINT POWERS AGREEMENT THIS AGREEMENT, first made the 19th day of July, 1968, and revised as of the 1st day of April, 1973, by and among the parties signatory hereto, hereinafter called "PARTIES", W I T N E S S E T H: WHEREAS, each of the parties to this Agreement is a "public agency" as this term is defined in Section 6500 of the Government Code of the State of California; and WHEREAS, each of the parties hereto has the power to purchase, generate, transmit,, distribute, sell and interchange electric energy in addition to other powers which are common to each of them; and WHEREAS, pursuant to Title 1, Division 7, Chapter 5, of the Government Code of the State of Cali- fornia, commonly known as the Joint Lxercise of Powers Act, two or more public agencies may by Agreement jointly exercise any power common to the contracting parties; and WHEREAS, it is the desire of each public agency to use any power common to the public agencies that are parties to this Agreement that will make more efficient the use of the powers of the individual member agencies in the purchase, generation, transmission, dis- tribution, sale, interchange and pooling of electrical energy and capacity among themselves, or with each other, or with others, and any other power reasonably necessary and appropriate to aid in the accomplishment of any of these purposes; and WHEREAS, the parties find that it would be to their mutual advantage and the public benefit to co- ordinate their area system planning and operation, within the extent permitted by the laws and regulations govern- ing their respective operations and to the extent each party finds it desirable to do so, and further find that recitals 1-5 such coordination shall be understood to include the following: (a) Coordination of studies relating to the addition of generation or transmission facilities; (b) Coordination of transmission services over various facilities, including those of the United States, and of the charges for such transmission serv- ice, and the policies governing such transmission; (c) Coordination and maintenance of re- serve generating and transmission capacity; (d) Coordination in the sale of surplus capacity and energy; and WIIEREAS, the parties desire, by means of this Agreement, to establish an organization and procedure for such coordination and operation and to provide for the general direction of such organization's policies, it being understood by all the part2.es that: (a) This Agreement is being executed initially by certain public agencien, but it is the intent of the parties that others may associate, and the parties signatory may re-associate themselves later by signature to this Agreement and payment of a pro-rata share of organizational, planning and other expenditures as determined by a separate commission herein created; (b) Ail parties hereto desire that reason- able provision be made for withdrawal from such organ- ization. NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS: ARTICLE I PURPOSES 1. It is the purpose of this Agreement to establish pursuant to the Joint Exercise of Powers Act an agency to be known as the NORTHERN CALIFORNIA POWER AGENCY (NCPA) for and with the purpose of acquiring recital 6- Art. I, sec. 1 2 and disposing of ownership and use of revenue producing facilities, including electric generating and trans- mitting facilities, and making more efficient use of the common powers of individual member public agencies com- posing the NCPA to acquire, purchase, generate, transmit, distribute, sell, interchange, and pool electric energy and capacity, and with the further purpose to develop all other reasonably necessary or appropriate powers to pro- vide greater individual and group efficiency through the coordination indicated in the preamble of this Agreement to the extent permitted by the laws and regulations governing such operations. ARTICLE II ORGANIZATION - NORTHERN CALIFORNIA POWER AGENCY 1. There is hereby established pursuant to the Joint Exercise of Powers Act (S~ction 6500 et seq., of the Government Code of the State of California) an Agency which shall be a public entity separate from the parties to this Agreement. The name of said agency shall be the NORTHERN CALIFOrnIA POWER AGENCY, and it shall here- inafter be referred to as NCPA. Th~ governing body of the NCPA shall be a Commission composed of one representative of each of the parties to which the Agreement has not in any way been terminated. Such Commission shall be the administering agency of this Joint Powers Agreement, and, as such, shall be vested with the powers set forth, and shall execute and administer this Agreement in accordance with the purposes and functions provided herein. 2. As soon as practicable after the execution of this Agreement by the initial signatories, each signa- tory shall appoint its designated representative to the Commission, and said representatives shall hold an organizational meeting to: (a) Elect a chairman, a vice-chairman, and a secretary, and such other officers as the Commission shall find appropriate, to serve the Commission at its pleasure until the first annual meeting of NCPA. (b) Establish an Executive Committee, and such other committes as they shall find appropriate, in- cluding expressly a Planning Co~unittee to be composed in manner and number as deemed appropriate by the Commission, Art. II, secs. 1-2 but said Committee may include in all of its delibera- tions a representative or representatives from the Bureau of Reclamation of the Department of the Interior of the United States of America. The Executive Committee may exercise any power of the Commission delegated to it by by-laws adopted by the Commission. (c) Provide general directives for the work of such committees. (d) Take appropriate measures to meet the financial requirements of NCPA, by assessments and other contributions, as hereinafter provided for, and make other provisions as they shall find appropriate for the work of th~ Commission. 3. The Chairman of NCPA shall preside at meet- ings of the Commission and perform such other duties as the Commission shall instruct. 4. The duties of the Vice-Chairman and the Secretary saall be the usual and customary duties of such officers. 4~5. The Treasurer of the Agency shall be the Treasurer of the City of Redding who shall be the deposi- tory and have custody of all the money of the Agency from whatever source. The Agency shall designate a Controller who shall b~ of the same public agency as the Treasurer and who shall draw warrants to pay demands against the Agency when the demands have been approved by the Commis- sion. The Treasurer and the Controller shall comply strictly with the provisions of the statutes relating to their duties found in Chapter 5, Divison 7, Title 1 of the Government Code, beginning with Section 6500. The Treasurer of the Agency and the Controller of the Agency herein designated as the persons responsible for any moneys of the NCPA are hereby also designated as responsi- ble for all other property of the NCPA. The Controller and the Treasurer shall each file an official bond in the amount determined from time to time by the Commission. 5. The Commission shall provide for regular meetings and special meetings in accordance with the Ralph M. Brown Act, Chapter 9, Part 1, Division 2, Title 5, of the Government Code beginning with section 54950, or in accordance with such other regulations as the legislature Art. II, secs. 3-5 may hereafter provide. Each party to this Agreement shall authorize and designate one representative to vote for it at all meetings of the Commission. In addition, each party to this Agreement shall designate an alter- nate, who shall have the power to vote in the place and stead of the designated representative, in his absence~ Each party to this Agreement, so long as this Agreement has not in any way been terminated as to such party, shall have one vote The affirmative or negative vote of a majority of t~e entire Cor~ission shall be necessary for it to take action, except that none of the terms and condi- tions set forth in t~is Agreement, nor any of the pro- cedures expressly provided for herein, may be altered, changed, or amended by such a vote, or by any means, ex- cept by written amendments to this Agreement executed by all parties hereto desiring to remain bound by the provi- sions of this Agreement as so amended, provided that the provisions of Article V hereof may Eot be amended except by the unanimous vote of all parties which have been at any time signatory to this Agreement. ARTICLE'III POWERS AND FUNCTIONS 1. NCPA has any and all powers authorized by law to all of the parties hereto, and separately to the agency herein created, relating to the acquisition, con- struction, financing, disposition, use, operation and main- tenance of works for the generation and transmission of electric power and energy for use within and without the boundaries of such parties, and relating to the provision of power and energy to such area by contract with owners of such facilities, whether federal or state agencies or pub- lic utilities, including agreements to purchase power generated by others or to exchange power with others and agreements for transmission of power over its facilities and over the facilities of others and standby and pooling agree- ments. Such powers shall include the common p~wers specified in this Agreement and may be exercised in the manner and according to the method provided in this Agreement. All powers common to the parties are specified as powers of NCPA. NCPA is hereby authorized to do all acts necessary for the exercise of such powers, including, but not limited to, any or all of the following: to make and enter into contracts; to employ agents and employees; to acquire, construct, provide for maintenance and operation of, or maintain and operate, any buildings, work or improvements; to acquire, Art. III, sec. 1 hold or dispose of property wherever located; to incur debts, liabilities or obligations; to receive gifts, contributions and donations of property, funds, serv- ices and other forms of assistance from persons, firms, corporations and any governmental entity; and to sue and be sued in its own name; and generally to do any and all things necessary or convenient to provide adequate sup- plies of firm and reliable power to its members. Without limiting the foregoing generality, NCPA may: (i) acquire and dispose of all kinds of property and utilize the power of eminent domain, except that the po¥~er of eminent do- main may not be exercised within the corporate limits of any member city without the consent of said city; (ii) issue or cause to be issued bonded and other indebtedness, and pledge any prop- erty or revenues as security tc the extent permitted by law either under Article 2, Chapter 5, Division 7, Title 1 of the Government Code or otherwise including, but no~ limited to, bonds or other evidences of indebtedness of a nonprofit corporation issued on behalf of NCPA or any of its members; (iii) obtain in its own name all neces- sary permits and licenses, opinions and rulings; (iv) whenever necessary to facilitate the exercise of its powers, form and administer non- profit corporations to do any part of what NCPA could do, or to perform any proper corporate function, and enter into agreements with such a corporation; (v) receive assignments of power supply contracts with the Bureau of Reclamation or others from its members, or act as trustee or agent under them; reallocate power to member cities under those contracts, sell power generated or other- wise acquired by it to its member cities and, to the extent permitted by law, to associate members and to others; provided that under no circum- stances will an assigning member pay more for Art. III, sec. 1 (cont'd) power, or receive an inferior supply, than if it had not assigned. 2. The manner in which the NCPA, the administer- ing agency, shall exercise its powers and perform its duties is and shall be subject to the restrictions upon the manner in which a general law city which is a member hereof could exercise such powers and perform such duties; and shall not be subject to any restrictions applicable to the manner in which any other public agency could exercise such powers or perform such duties, whether such agency is a party to this Agreement~or not. 3. None of the debts, liabilities or obliga- tions of NCPA shall be the debts, liabilities or obli- gations of any of the members of NCPA unless assumed in a particular case by resolution of the governing body of the member to be charged. ARTICLE IV MEMBERSHIP 1. Any preference purchaser or potential preference purchaser of electric service from the CENTRAL VALLEY PROJECT of the United States, which is a "public agency", as such term is defined in Section 6500 of the Government Code of the State of California, may be an ori- ginal signatory to this Agreement. 2. This Agreement shall become effective on the date of its execution as hereinabove stated, for the initial signatory parties; provided, that if any preference purchaser or potential preference purchaser of electric servic~ from the CENTRAL VALLEY PROJECT of the United States, which is a "public agency", as such term is defined in Section 6500 of the Government Code of the State of California, desires to participate, if may do so by signature at that time and pay- ment to NCPA of a pro-rata share of organization, planning and other costs and charges as determined by the Commission to be appropriate, and the Agreement will then become effective as of that date as to that signatory. The Agree- ment shall remain in effect as to any signatory party, un- less and until it is terminated ~s to such party by notice in writing to all other signatories given by the withdrawing party at least thirty (30) days in advance of the effective Art. III, sec. 2 - Art. IV, sec. 2 date of such termination; provided that such termination by and as to any party shall not terminate this Agreement as to the remaining signatories or the existence of the NCPA, or Commission, herein created. Any signatory so terminating shall be obligated to pay its pro-rata share of all encumbrances and indebted- ness of the NCPA as of the date of service of notice of termination on NCPA, as a condition precedent to such ter- mination and withdrawal; provided, however, that this obli- gation shall not extend to indebtedness of NCPA or a non- profit corporation created by NCPA and secured by contracts with member cities but the liability of the parties to such a contract shall be determined by its terms. 3. (a) Each party hereto agrees that it will an- nually contribute, in proportion to its respective total firm electric power demand for the F. revious fiscal year, to a fund or budget of NCPA to cover t~e personnel and other operational expenses of said Agency not provided for by any revenue pr(ducing facilities or sources of NCPA; provided, that the annual cash contribution to said fund or budget by any party ~hall not exceed ten cents (10~) per kilowatt of said total firm electric power demand as submitted by such signatory party to the Federal Power Commission. (b) In the event that NCi'A contracts for or par- ticipates in the acquisition, purchase, lease or construc- tion of generation or transmission iacilities, or both, it is the intention of the parties hereto that all signatory parties, agencies and others, both public and private, that utilize such facilities shall bear the total annual costs thereof on an annual fiscal year basis by entering into appropriate power supply contracts with NCPA ("Power Con- tracts"). Costs related to a particular planning activity or to a particular project which are incurred prior to the procurement of long-term financing ("preliminary costs"), may be borne by fewer than all the members in any manner satisfactory to such members, notwithstanding the provisions of subparagraph (a) of this Paragraph 3 or the provisions of any Power Contracts. Alternatively, all or part of any such preliminary costs may be advanced by fewer than all of the members, upon agreement of NCPA and the member or members advancing the costs, such advances to be repaid out of the proceeds of any subsequent long-term financing. Otherwise, such preliminary costs shall be charged to the operating costs of the NCPA. 4. Upon the request or approval of NCPA, any sig- natory hereto may make payments, advances or contributions Art. IV, secs. 3-4 to NCPA from its treasury for any and all purposes set forth herein, and upon request or approval of NCPA, may contribute personnel, equipment or property, in lieu of other contributions or advances, to assist in the accom- plishment of one or more of such purposes. Except as otherwise provided in accordance with subparagraph (b) of Paragraph 3 of this Article, NCPA approved advances will be treated as indebtedness of NCPA and shall be payable and repaid as such. Contributions made pursuant~to sub- paragraph (a) of Paragraph 3 of this Article are not advances. All such payments, advances or contributions, whether in cash or in kind, shall be made to and may be disbursed or used by the agency herein created. 5. Except as in this Agreement otherwise pro- vided, there shall be no repayment or return to any signa- tory party of all or any part of any payments, advances, or contributions in cash or in kind. 6. NCPA shall be held to a strict accountability of all funds and shall make an annual report to all signa- tory parties to this Agreement of ali receipts and dis- bursements, all in accordance with section 6505 of the Government Code and other applicable statutes, and with sound accounting practices. 7. If any preference purckaser or potential preference purchaser of electric se~'ice from the CENTRAL VALLEY PROJECT of the United States is not eligible for membership herein under the terms of Section 1 of this Article, such purchaser may be admitted as an associate member, by separate agreement with the Agency, upon approval of the Commission. Associate members shall not be entitled to representation on the Commission, and shall not be con- sidered to be a party to this Agreement within the meaning of the Joint Exercise of Powers provisions of the Govern- ment Code, Section 6500 et seq.; they shall, however, be en- titled to receive advance notices of and to attend all regular and special meetings of the Commission, and shall pay such portions of the costs of the Agency's operations, and be entitled to obtain such portions of the electric power and energy made available by the Agency's operations, as may be established in the membership Agreement between the Agency and the associate member. ARTICLE V GENERAL PROVISIONS 1. Upon dissolution of the NCPA as a legal entity, all debts of and advances to NCPA shall be paid, and then the property of the NCPA, whether real or personal, shall Art. IV, sec. 5- Art. V, sec. 1 be divided among and distributed to all of the parties who at any time during the existence of NCPA were parties to this Agreement in proportion to the costs borne by each such party to the NCPA during its legal existence by non- reimbursed contributions made pursuant to Paragraph 3(a) of Article IV, or by payments under Power Contracts or non- reimbursed payments for preliminary costs made pursuant to Paragraph 3(b) of Article IV. 2. The governing Commission of NCPA is authorized to procure public liability and other insurance as it deems advisable to protect the NCPA and each of the parties hereto, charging the cost thereof to the operating costs of the NCPA. 3. Ail of the privileges and immunities from liabilities, exemptions from laws, o£dinances and rules, all pension, relief, disability, workmen's compensation, and other benefits which apply to the activity of officers, agents or erployees of any such publ~.c agency when perform- ing their respective functions withi.-~ the territorial limits of their respective public agencies, shall apply to them in the same de~.~ree and extent while engaged in the performance of any of ti'~eir functions or duties extraterritorially under the plovisions of Article 1 of Chapter 5, Division 7 of Title 1 of the Government Code of the State of California and as provided by law. 4. In the event that any party to this Agree- ment should at any time claim that a)lother party has in any way breached or is breaching this Agreement, the complain- ing party shall file with the governing body of the other party, and with the above mentioned NORTHERN CALIFORNIA POWER AGENCY Commission, a written c~aim of said breach, describing the alleged breach and otherwise giving full in- formation respecting the same. The Commission shall there- upon, at a reasonable time and place, specified by it, give all parties full opportunity to be heard on the matter, and shall, upon conclusion of said hearing, give the legis- lative or governing bodies of all parties a full report of its findings and recommendations. Said report, findings and recommendations shall be deemed advisory only, shall not in any way bind any of the parties hereto, and shall not be deemed to establish any facts, either presumptively or finally. Upon receipt of said report and recommendations, if any party should be dissatisfied with or disagree with the same, the legislative or governing bodies of the parties in disagreement shall jointly meet with each other at a Art. V, secs. 2-4 10 reasonable time and place to be determined by them, for the purpose of resolving their differences. No action for breach of this Agreement, and no action for any legal relief because of any such breach or alleged breach of this Agreement, shall be filed or commenced, and nothing shall be done by any party to rescind or terminate this Agreement, except as provided in Article IV hereof, unless and until such party has first given to the other parties a reasonable time, after the conclusion of said joint meeting of the legislative or governing bodies that have met to resolve their differences, within which to cure any breach or alleged breach. 5. It is hereby declared to be the intention of the signatories to this Agreement that the paragraphs, sentences, clauses and phrases of this Agreement are severable, and if any phrase, clause, sentence, paragraph or article of this Agreement shall ~e declared unconsti- tutional or invalid for any reason by the valid judgment or decree of a Court of competent jurisdiction, such unconstitutionality or invalidity slall not affect any of the remaining paragraphs, clause~, phrases, sentences and articles of this Agreement. 6. Ail notices required cr given pursuant to this Agreement shall be deemed properly served when deposited, postage prepaid, in the United States mail, addressed to each signatory party at the address indi- cated on this Agreement adjacent to the signature line of each party. ARTICLE VI FUTURE PROJECTS 1. NCPA intends to acquire, construct and finance facilities to generate approximately 200 mega- watts of electric power from a geothermal steam supply and appropriate transmission facilities to transmit such power to its members ("geothermal project"). The enumera- tion of this specific project shall not in any way limit the powers and functions of the NCPA as detailed elsewhere in this Agreement nor preclude the NCPA from considering other projects at any future time including projects in- volving generation of electricity by nuclear energy or Art. V, sec. 5 - Art. VI, sec. 1 11 power exchange arrangements with Dow Chemical, the Bureau of Reclamation, or other persons, firms or corporations, whether public or private. 2. It is intended to finance the geothermal project by the formation of a nonprofit corporation to issue bonds or other evidences of indebtedness on behalf of NCPA. NCPA shall contract with the nonprofit corpora- tion by means of a lease or other appropriate agreements whereby the nonprofit corporation will undertake to con- struct the geothermal facilities either on lands owned by NCPA or pursuant to licenses, permits, easements, fran- chises or other rights permitting such construction for use and operation by NCPA. Said agreement may provide that the nonprofit corporation shall acquire all real and personal property not acquired or owned by NCPA that are necessary to the geothermal project and also may provide for transfer of NCPA property to the nonprofit corpora- tion. The agreement may provide that NCPA shall maintain and operate the geothermal facilities so financed and constructed. 3 Design and constructio~ of the qeothermal project sha~l be provided for in the agreemen~ between NCPA and the nonprofit corporation. The nonprofit cor- poration, or NCPA on behalf of the nonprofit corporation, shall call for competitive bids to let necessary construc- tion contracts for the geothermal project in accordance with the provisions of Chapter 3.5 of Division 5 of Title 1 of the Government Code, commencing with Section 4220. Ex- cept for any construction management functions all con- struction contracts shall be let to the lowest responsible bidders subject to the approval of said bidders by NCPA. The facilities shall be constructed in accordance with the normal procedures employed by general law cities in the construction of public buildings. The contracts awarded for the construction of facilities shall be admin- istered on behalf of the nonprofit corporation by NCPA staff. In the administration of such contracts, in the inspection and testing of materials and in other job pro- cedures, NCPA staff shall follow normal procedures followed by general law cities. 4. NCPA intends to enter into power contracts with members for the transmission to members of the power generated by the geothermal project. Such power contracts will contain terms and provisions sufficient to permit the nonprofit corporation to finance the project by means of its bonds or other evidences of indebtedness secured by the revenues from the Power Contracts, including take or pay Art. VI, secs. 2-4 12 agreements payable from the electric, revenue facilities of the members, agreements by the members constituting guarantees of the obligations of other members payable from the revenues of the electrical facilities of said guaranteeing members to the extent permitted by law and other provisions. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day, month, and year herein first above written. CITY OF ALAMEDA, CALIFORNIA, ACTING BY AND TttROUGH ITS PUBLIC UTILITIES BOARD ATTEST: By President o~ the Board Secretary of the Board CITY OF BIGGS, CALIFORNIA ATTEST: By Mayor City Clerk CITY OF GRIDLEY, CALIFORNIA ATTEST: By Mayor City Clerk 13 CITY OF HEALDSBURG, CALIFOPd~IA ATTEST: By Mayor City Clerk CITY OF LODI , CALIFOPd~IA ATTEST: By Mayor City Clerk CITY OF LOMPOC, CALIFORNIA ATTEST: By Mayor City Clerk CITY OF PALO ALTO, CALIFORNIA ATTEST: By Mayor City Clerk 14 CITY OF REDDING, CALIFORNIA ATTEST: By Mayor City Clerk CITY OF ROSEVTLLE, CALIFORNIA ATTEST: By Mayor City Clerk CITY OF SANTA CLARA, CALIFORNIA ATTEST: By Mayor City Clerk CITY OF UKIAH, CALIFORNIA ATTEST: City Clerk 15