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Home My WebLink About1995-136 Amendment - OMECA OMECA Oregon Municipal Energy and Conservation Agency July 27, 1995 MEMO To: From: Subject: OMECA Board Members Tom O'Connor IGA and Canby Withdrawal Amendments Attached are the two amendments to the OMECA Intergovernmental Agreement for adoption by your board or council. Revised Amendment #3 includes the housekeeping amendments previously sent to you, with a revision requested by the McMinnville Water and Light Commission. The Commission changed Section 13 to specifically state that we were not using joint and several liability. Our attorney, Sim Coleman, says this is not a substantive change and is acceptable as alternative wording. Please substitute this revised Amendment #3 for the version you received earlier. Amendment ~4 allows Canby to withdraw from OMECA as they have requested. Jack Hammond, the City Attorney for Canby, has signed offon the amendment. These amendments should be adopted by your governing board and the signed original returned to OMECA~ ' ~3ne Main Place ' ' I01 SW Main, Suite 810 Portland, OR 97204 phone: 503-796-1850 fax: 503-294~1250 RI~VISED AM~NDMENT NO. 3 Pursuant to Section 15 of the Intergovernmental Cooperation Agreement (the "Agreement") between the Cities of Ashland, Forest Grove, Milton-Freewater, Monmouth, McMinnville, the Canby Utility Board and the Springfield Utility Board (the "Member Utilities") executed January 27, 1994, as mended by Amendments No. I and 2; the governing bodies of the Member Utilities hereby agree to the following: Section 1. Section 13 of the Agreement is hereby mended to read as follows: "13. Debts of OMF. CA. No debts of OlVlF~A shall be incurred without the approval of the governing bodies of each of the Member Utilities. There are currently no debts of OMECA. It is anticipated that OMF. X2A will not incur any debts or liabilities under the Conservation Project Acquisition Agreement or the Bond Resolution with BPA and that BPA will be solely responsible for the debt sen, k:e payments on an)' bonds issued by OMF~.A. No..t~venue2 bonds under ORS 288.805 to 288.945 shall he issued unless, af'~rT'a publi~ laeadng, the goveming.lx~ly of ~ach Of the Member Utilities apptm'es,'.~by m~olution or order, the issu,'mca of tho mv'ouuo be~ls. The d~m,.llabilities and 'obligations of OMECA, to tho extent that thay become due and oxeeed the value of the assets o[ OI~tEA, shall be divitled among the paffies 'based' upon the percentage kilowatt hour roles .by each member of the total kilowatt htmr ~tles of members for the calendar year previous to tho obligation ba:oming due, and inst ~'ead of joint and several liability each stlch sbt'ire ~hag;l~ lh~ total bbligation of that momber. Tho p',mies to this a.~,memunt may alloe~.ta tim debts, liabilities a~d obligatiott.~ of OMF~CA in a dift~tent ma~ner than. pi'ovideXl by this Section through a separate written ag~ment, or upon tennlna, fioa'.of tiffs' agr~ment, through th~ process sot forth in Section 16 of this 'agt~meat.~ Section 2. Section 14 of the Agreement is hereby amended to read as follows: "14. Expenditures. No funds of OIvlECA shall be expended except upon the vote of the Board and in furtherance of the purposes of OMECA; provided however, that expenditures within the limitations of the Board approved budget )lli,I~. I~; IIl:l(~d !~%,.' , S,,,~.,I,,.,U~"" "' ' 'l~,,l' ",',U,,I.' ' il:l:] th'-'- ' ' '' (,,.,, !',h,. the I'llllllq~,cri;!! ~*tlili:ll(;[l~ OJ' }''' ' ' · 11!,. ]:1~.,.' I11.' Chair or Vice Chair, in the event the Secretary-Treasurer is unable to perform. Th ....... ~ Thc Board .slm]l in,~tutc a lmdgct process and m~intahi.:financial rect~rd.q ill accordanc~ with gcacra]ly accepted accx~amlng princiPles.. Revised Amendment No. 3 Page 1 Section 3. Section 22 of the Agreement is hereby mended to read as follows: Ufl]e.qS-~t-WPit'if ~.l'g-. flll{l-Siv.;atlt~Jr"[~'-0t~'-I-~t=[~5~l~lrOl~Y.· ~0 modificat~ofl of this Agr~neat sl~l ~ valkl unless in.w~itiflg 'and sign~ bb' ~ authoriz~ ~m~nmtive of the gm'oming t~ies, of..~e. Mem~r ~ffiiticm, ex~pt that ~n~tS to add Mcm~r UfiUfic~.w~ ~,',m~i~ ~lifi~ n~l'Offiy ~ ex~u~ by all mem~m of the ~a~." City of Forest Grove City ofMonmouth City of Milton-Freewater City of Ashland Springfield Utility Board Canby Utility Board City of McMinnville 70114~n~dno3.fn3(?126195) Revised Amendment No. 3 Page 2 AMI~NDMENT NO. 4 Pursuant to Section 15 of the Intergovernmental Cooperation Agreement (the "Agreement") between the Cities of Ashland, Forest Grove, Milton-Freewater, Monmouth, McMinnville, the Canby Utility Board and the Springfield Utility Board (the ~Member Utilities") executed January 27, 1994, as amended by Amendments No. 1, 2 and 3; the governing bodies of the Member Utilities hereby agree to the following: Section 1. At the request of the Canby Utility Board and pursuant to Section 15 of the above-referenced Agreement, the Canby Utility Board is hereby withdrawn from OMECA effective September 30, 1995. The Canby Utility Board is hereby deleted as a "Member Utility" on page 1 of the Agreement and the address of the Canby Utility Board is hereby deleted from Section 20 of the Agreemem. Section 2. The terms of withdrawal for the Canby Utility Board are attached hereto as Exhibit "A" and are incorporated here'm by this reference. City of Forest Grove City of Monmouth City of Milton-Freewater Springfield Utility Board City of Ashland City of McMinnville j mclramd \omeca~ameadno4. fn/ W/THDRAWAL AGREEM~ENT BETWEEN CANBY UTILITY BOAP. D~ CANBY~ OREGON OREGON MUNICIPAL ENERGY AND CONSERVATION AGENCY RECITALS The Canby Utility Board has notified the Oregon Municipal Energy and Conservation Agency (OlvlECA) of its desire to withdraw from OMECA. Canby Utility Board's withdrawal shall be effective September 30, 1995, pursuant to Amendment No. 4 of the Intergovernmental Cooperation Agreement forming OMECA. The Canby Utility Board is a party to the Conservation Project Implementation Agreement ("Implementation Agreemenff) which sets out certain obligations for both OMECA and the Canby Utility Board. OMECA and the Canby Utility Board (the "Parties") wish to clarify the terms of Canby's withdrawal with regard to the Implementation Agreement. NOW THEREFORE, the Parties agree as follows: Section h The Parties ag~ to be bound by the terms of the Conservation Project Implementation Agreement until all Work in Progress has been completed. These terms include, but are not limited to, the retx)rting requirements in Section 11, audits in Section 13, the recordkeeping requirements in Section 14, inspections in Section 15, evaluations in Section 16 and the hold harmless provisions in Section 27. "Work in Progress" means work for which Canby Utility Board has contracted with a Consumer to install Measure(s), but which Measure(s) have not been completed before September 30, 1995. Section 2: Canby Utility Board may continue to contract with Consumers to install Measures through September 30, 1995. Section3: Canby Utility Board's hst opportunity to establish Obligated Implementation Costs pursuant to Section 9 of the Implementation Agreement shall be in Canby's Member Utility Monthiy Report for the month of September, to be fried with OMECA on or before October 10, 1995. Section 4: OlVlT~A shall on/y rehnburse Canby Utility Board for the cost of installing Completed Units up to the amount of the 1994-95 Fiscal Year Budget for Canby Utility Board. Said budget is on f'fle with OIvlECA. Section 5: Canby Utility Board agrees to keep all records required by the Implementation Agreement until the earlier of three years after the date of the last involc~ foz the Unit to which such records pertain, or notification of completion of a £mancial audit of such records by Bonneville Power Administration. Section 6: Canby Utility Board recognizes that its withdrawal from OMF. CA has caused OiVi~A to incur unanticipated legal expenses. In order to reimburse OMECA for a portion or all of the legal expenses, Canby Utility Board hereby agrees that OMF_.CA shall permanently retain the funds given by Canby Utility Board to OMECA for start up costs. Section 7: The invalidity or unenforceability of any provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted. Section 8: In the event any suit, action or other proceeding is brought with regard to this Agreement, or to enforce any of the provisions hereof, the prevailing Party in any such suit, action or other proceeding, or any appeal therefrom, shall be entitled to reasonable attorneys' fees and court costs. IN WITNESS WHEREOF, the Parties have executed this Agreement in counter parts. OlVlECA By. Name. (Print/Type) Date CANBY LrrILITY BOARD By. Name. Date jmc\mmd~om~c~\withdraw.agr