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Home My WebLink About1995-137 Amendment - OMECA 7J7/95 10:36:10 July 7, 1995 MEMO To: Bob Schmitt, SUB Mike Charlo, Milton Freewater Dave Bouchard, Forest Grove Brian Ahnquist, Ashland John Harshman, McMinnville Start Kenyon, Monmouth From: Tom O'Connor Subject: Canby Withdrawal - Follow-up to OMECA Conference Call I reported the results of our conference call to Jim Coleman's office yesterday. Maggie Daly called me back this morning. She said she had reviewed with Jim the proposed terms of withdrawal as I outlined and said that Jim felt they were what we needed. Those terms include: 1. Effective date of termination will be 9/30/95 2. Canby may obligate 1995 Canby funds tbrough 9/30/95 3. Canby agrees to maintain records required under the Project Implementation Agreement until the earlier of three years after the date of the last invoice or notification of final audit completion by BPA. (See Sect. 14, page 12 of the Implementation Agreement) 4. Incorporation of the "hold harmless" language from the Implementation Agreement (See Sect 27, page 19 of the Implementation Agreement) Jim said the format for tl~e amendment should be a simple deletion of Canby with an exhibit attached that would contain the terms. On his own initiative, and I think wisely, Jim called Jack Hammond, the CUB attorney to review these terms. Jim also raised the point about OMECA retaining the "start-up" funds to offset the legal expenses associated with Canby's request. Hammond's response was that he was fine with all the terms including OMECA's retention of the start up funds ($600). I asked Maggie to give me a rough cost figure for the work associated with/his amendment. Timing: Jim's office will draft up amendment and exhibit language for us and have it to me by July 21 to send out to you. Jim will review the draf~ with Jack Hammond to make sure we don't have any problems. ~ The amendment would then need to be approved by your councils or boards before September 30. July 26, 1995 MEMO To: OMECA Board Members From: Tom O'Connor Subject: Canby Withdrawal Amendment Attached is Amendment #4, finalized by our attorney Jim Colemm~, which allows Canby to withdraw from OMECA as they have requested. The amendment needs to be approved by your governing board along with the other amendments to the Intergovernmental Agreement prepared for you earlier as Amendment #3 Jack Hmnrnond, the attorney for Canby has signed off on/he amendment.. O'DONNELL RAMIS CREW CORRIGAN $' BACHRACH ATTORNEYS AT LAW 1727 N.W. Hoy~ S~eet Portland, Oregon ~720q TELI~PHOIqI~: (503) 222-,~02 FAX: ($o3) 243-29~ DATE: TO: FROM: RE: July 26, 1995 Tom O'Connor - Project Administrator Maggie Daly - Legal Assistant~~) Amendment to Intergovernmental Agreement and Withdrawal Agreement for Canby Utility Board Enclosed are two originals of the withdrawal agreement for Canby Utility Board. I would suggest that you forward them to Canby for signing with the understanding that once they have signed they will return both originals to O/VlF. CA. OMECA will then sign both originals and remm one original to Canby. Also enclosed are six originals of the fourth amendment to the intergovernmental agreement. One original should be distributed to each city or utility which needs to approve the amendment with a request that the city or utility return the signed original to OMF. CA. We have faxed McMinnville's version of Amendment No. 3 to Jim Coleman and we hope to hear from him today. Please let me know if you have any questions or concerns regarding these documents. AMg~NDMENT NO. 4 Pursuant to Section 15 of the Intergovenunental Co,,~,a~iu, A~,~m~,t (lbo "Agreement") between the Cities of Ashland, Forest Grove, Milton-Freewatcr, 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 Agreement. 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 me~mnd~omeca~a mendno4, fal WITHDRAWAL AGREEMENT BETWEEN CANBY UTILITY BOARD, CANBY, OREGON OREGON MUNICIPAL ENERGY AND CONSERVATION AGENCY RECITALS The Canby Utility Board has notified the Oregon Municipal Energy and Conservation Agency (OMECA) 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 Agreement") which sets out certain obligations for beth OlvIECA 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 ~ORE, the Parties agree as follows: Section 1: The Parties agree to be beund 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 reporting 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 last opportunity to establish Obligated Implementation Costs pursuant to Section 9 of the Implementation Agreement shall be in Canby's Member Utility Monthly Report for the month of September, to be filed with OMECA on or before October i0, 1995. Section 4: OIVIECA shall only reimburse 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 file with OMECA. Section 5: Canby Utility Board agrees to keep all records required by the Implementation Agreement until the earl/er of three years after the date of the last invoice for the Unit to which such records pertain, or notification of completion of a financial audit of such records by Bonneville Power Administration. Section 6: Canby Utility Board recognizes that it~ withdrawal fwm OMECA has caused OMECA m incur unanticipated legal expenses. In order to reimburse OMF~A for a portion or all of the legal expenses, Canby Utility Board hereby agrees that OMECA shall permanently retain the funds given by Canby Utility Board to OMF_I2A 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 WYIlqF.3S Wlqg. REOF, the Parties have executed this Agreement in counter parts. OlVlECA By Nanle Date. CAN-BY UTII. iWY BOARD By. Name Dam j mc\mmd\omee~\withd r~w .~gr