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HomeMy WebLinkAbout1999-59 OURCA AgreementRESOLUTION NO. 99- 5'<~ A RESOLUTION APPROVING THE OREGON UTILITY RESOURCE COORDINATION ASSOCIATION INTERGOVERNMENTAL AGENCY AGREEMENT Recitals: A. On August 3, 1999, the council adopted Ordinance 2842, which authorized an intergovernmental agreement creating the Oregon Utility Resource Coordination Association Intergovernmental Agency. B. At the time of the adoption of the ordinance the intergovernmental agreement was in draft form and the cost allocations among the various entities forming the agency was not completed. The agreement and cost allocations have now been finalized and are ready to be adopted by the city. The cost allocations are attached as Exhibit A to the agreement. THE CITY OF ASHLAND RESOLVES AS FOLLOWS: SECTION 1. The attached agreement entitled "Intergovernmental Agreement Creating The Oregon Utility Resource Coordination Association Intergovernmental Agency" is approved and the Director of Electric Utilities is authorized to sign the agreement on behalf of the city. This resolution was read by title only in accordance with Ashland Municipal Code §2.04.090 duly PASSED and ADOPTED this ,_5" day of ~nsen, City Recorde'r~'~~ ,1999. SIGNED and APPROVED this Reviewed as to form: Paul Nolte, City Attorney day of Catherine M. Shaw, Mayor PAGE 1 -RESOLUTION (F:\USER\PAUL\ORD\OURCA IGA res.wpd) INTERGOVERNMENTAL AGREEMENT CREATING THE OREGON UTILITY RESOURCE COORDINATION ASSOCIATION INTERGOVERNMENTAL AGENCY THIS INTERGOVERNMENTAL AGREEMENT CREATING THE OREGON UTILITY RESOURCE COORDINATION ASSOCIATION INTERGOVERNMENTAL AGENCY (Agreement) is entered into by and between the following parties: the City of Ashland, a mtmicipal corporation of the State of Oregon (Ashland); Clatskanie People's Utility District, an Oregon people's utility district (PUD) formed under ORS Chapter 261 (Clatskanie PUD); Emerald People's Utility District, an Oregon PUD formed under ORS Chapter 261 (Emerald PUD); Eugene Water & Electric Board, a municipal utility of the State of Oregon (EWEB); the City of McMinnville, a municipal corporation of the State of Oregon, acting by and through the McMinnville Water and Light Commission (MW&L); Northern Wasco County People's Utility District, an Oregon PUD formed under ORS Chapter 261 (Northern Wasco PUD); and Tillamook People's Utility District, an Oregon PUD formed under ORS Chapter 261 (Tillamook PUD) (each of which is referred to herein individually as a "Party" and collectively as the "Parties"). RECITALS: A. WHEREAS, the Parties hereto are authorized to enter into this Agreement creating the Oregon Utility Resource Coordination Association Intergovemmental Agency (OURCA IGA) pursuant to their respective principal acts, charters, and ORS 190.003 to 190.265; B. WHEREAS, each of the Parties operates a consumer-owned electric utility in the State of Oregon and is authorized to purchase, generate, transmit, distribute, sell and interchange electric energy within and without their individual boundaries; C. WHEREAS, the Parties intend to further the economy and efficiency of their respective consumer-owned electric utilities by forming the OURCA IGA; D. WHEREAS, pursuant to ORS 190.010, the OURCA IGA may perform any or all functions and activities that a Party to this Agreement, its officers or agencies, has the authority to perform; E. WHEREAS, the Parties intend by this Agreement to set forth the parameters, terms, and conditions pursuant to which the OURCA IGA will act; F. WHEREAS, the Parties intend to use any authority vested in the OURCA IGA to further the economy and efficiency of each Party by the purchase, sale, generation, transmission, -1- distribution, interchange or pooling of electrical energy and capacity among the Parties or with others; G. WHEREAS, each of the Parties has taken all actions required under applicable acts, charters and law to authorize the execution and performance of this Agreement; NOW, THEREFORE, THE PARTIES agree as follows: ARTICLE I OURCA IGA 1.1 OURCA IGA. There is hereby created the Oregon Utility Resource Coordination Association Intergovemmental Agency, referred to herein as the OURCA IGA. The parties to the OURCA IGA are Ashland, Clatskanie PUD, Emerald PUD, EWEB, MW&L, Northern Wasco PUD, and Tillamook PUD. 1.2 Effective Date. The effective date of this Agreement is September 9, 1999. 1.3 General Powers. The OURCA IGA shall have the following powers, in addition to those specified in ORS 190.003 to ORS 190.265: 1.3.1 To arrange scheduling and dispatching of power, energy, capacity or transmission for the account of a Party, Parties or the OURCA IGA; 1.3.2 To purchase power, energy, capacity, assets, generation facilities, transmission or ancillary services for the account of a Party, Parties or the OURCA IGA; 1.3.3 To sell power, energy, capacity, assets, generation facilities, transmission, or ancillary services for the account of a Party, Parties or the OURCA IGA which is not needed to meet the loads of the Party, Parties or the OURCA IGA; 1.3.4 To negotiate or advocate for power, energy, capacity, assets, generation facilities, transmission or ancillary services for the account of a Party, Parties or the OURCA IGA, including administrative and legal proceedings related thereto; 1.3.5 To study the most economic and efficient procurement of power, energy, capacity, assets, generation facilities, transmission or ancillary services for the account of a Party, Parties or the OURCA IGA; -2- 1.3.6 To perform the administration and accounting of all payments and receipts related to the purchase and sale of power, energy, capacity, assets, generation facilities, transmission, or services for the account of a Party, Parties or the OURCA IGA; 1.3.7 To adopt such bylaws, rules, regulations, and policies as the Parties deem necessary to further the purposes of this Agreement; 1.3.8 To issue, sell or otherwise dispose of bonds, securities, or other forms of indebtedness, including the power to issue revenue bonds under ORS 288.805 to ORS 288.945; 1.3.9 To exercise all powers pursuant to the applicable acts, charters or law of the individual Parties which are necessary or desirable to economically and efficiently develop and operate the OURCA IGA. 1.4. Meetings. Meetings of the OURCA IGA shall be conducted in accordance with the provisions of the Oregon Public Meetings Law, ORS 192.610 to 192.710. 1.5 Offices. The principal offices of the OURCA IGA shall be located at 1001 S.W. FitCh Avenue, Suite 2000, Portland OR, 97204, c/o Cable Huston Benedict Haagensen & Lloyd, LLP. 1.6 Budgeting. The Board shall. provide for an annual work plan and an. es~rriate of expenses for the next fiscal year. Each Party shall provide in-kind services to further the purposes of the OURCA IGA as each Party deems necessary or desirable. Such in-kind services shall not be reimbursed from the OURCA IGA or other Parties, unless otherwise agreed. 1.7 Several Liability. Unless as otherwise expressly agreed in writing, there shall be no joint and several liability of the Parties either in contract or tort and all obligations of the OURCA IGA or the Parties shall be several only. Without limiting the foregoing, no Party to the OURCA IGA shall be liable for damages, debts or claims caused solely by the negligent act, omission or other wrongful act by the OURCA IGA or other Parties. The Party causing damage by its sole negligent act, omission or wrongful act shall be individually liable. ARTICLE II GOVERNANCE AND MEMBERSHIP 2.1 Board of Directors. The OURCA IGA shall be governed by a Board of Directors (Board). The governing body of each Party shall appoint one (1) representative to the Board and one (1) alternate representative. An alternative representative shall act in a Board capacity only during the absence of that Party's representative. Representatives and alternate representatives shall -3- serve at the pleasure of their respective goveming bodies. In the event of a vacancy, the goveming body of the Party shall appoint a successor. 2.2 Officers. At~er the effective date of this Agreement, the Board shall elect from its membership a President, a Vice President, and a Secretary/Treasurer (collectively, the "Officers") who shall serve a term consisting of the remainder of 1999 and the following calendar year. Thereafter, annually, at the beginning of each calendar year, the Board shall elect from its membership Officers who shall serve a term of one (1) year. Officers shall serve at the pleasure of the Board or until their successors shall be appointed and take office. 2.2.1 Duties of President. The President shall preside at all meetings of the OURCA IGA and shall submit such recommendations and information as she or he may determine appropriate to discuss at the OURCA IGA meeting. The President shall perform the duties and responsibilities of the OURCA IGA in accordance with the obligations and limitations set forth in this Agreement. The President shall otherwise not hold herself or himself out to have the authority to bind the members of the OURCA IGA to any financial or other obligations. 2.2.2 Duties of Vice President. The Vice President shall perform the duties of the President in the absence or the incapacity of the President. In the case of the resignation or the death of the President, the Vice President shall perform the duties of the President until such time as the Board shall elect a new President. 2.2.3 Secretary/Treasurer. The Secretary/Treasurer shall keep the minutes and the official records of the OURCA IGA and perform such other duties required of a Secretary/Treasurer. The Secretary/Treasurer shall be responsible for the fiscal administration of all funds of the OURCA IGA. The Secretary/Treasurer and either the President or the Vice President shall act as co-signers of checks drawn upon the accounts of the OURCA IGA. The Secretary/Treasurer may delegate the administrative functions of her or his office to another person or persons who need not be on the Board. 2.2.4 Additional Duties. The Officers of the OURCA IGA shall perform such other duties and functions as may from time to time be required by the OURCA IGA bylaws, or other rules and regulations. 2.3 Executive Committee. The Board may establish an Executive Committee that will be comprised of the three Officers and two additional Board members. The Executive Committee shall have the duties, responsibilities and a term all as determined by the Board from time to time. -4- 2.4 Voting Rights. Except as otherwise expressly provided in this Agreement, the Board shall exercise its voting rights in the following manner: 2.4.1 Quorum. A majority of the Board shall constitute a quorum for the transaction of business. 2.4.2 General Administrative Obligations. Except as provided in Sections 2.4.3 and 2.4.4, general administrative obligations or activities required to meet legal requirements or policies related to the existence of the OURCA IGA or its operations may be acted upon by a majority vote of the Board. General administrative obligations or activities include, but are not limited to, the election of officers, compliance with the Oregon Public Meetings Law, ORS 192.610 to ORS 192.710 and preparation of an annual work plan. Each Party's apportioned share of the general administrative obligations or activities shall be determined in accordance with the following Cost Allocation Methodology. Fifty percent (50%) of costs are shared equally among all Parties. Twenty-five percent (25%) of costs shall be based on the ratio of a Party's retail electricity sales in terms of megawatt hours as compared to the total OURCA IGA Parties' retail electricity sales in terms of megawatt hours. The remaining twenty-five percent (25%) of costs shall be based on the ratio of a Party's retail electricity revenues as compared to the total OURCA IGA Parties' retail electricity revenues. The Board will update the application of the Cost Allocation Methodology upon the entry or exit of any Party from the OURCA IGA or at least annually. The initial Cost Allocation Methodology, and the resulting percentage 'allocated to each Party, is attached as Exhibit A. 2.4.3 Employment of Staff or Consultants. Except as provided in Sections 2.4.2 and 2.4.4, the employment of staff or consultants, including the hiring and terminating of any staff, employees or consultants, shall require the authorization of the Board pursuant to the following two voting mechanisms: (1) A majority vote of the Board; and (2) A majority vote of the Board, with each Board representative's vote equal to the percentage allocated to each Party as specified in the Cost Allocation Methodology attached in Exhibit A. Each Party's apportioned share of employment related expenses shall be determined in accordance with the Cost Allocation Methodology. The Board may delegate the employment of staff or consultants, including the hiring and terminating of any staff, employees or consultants, to another person or persons, upon a majority vote of the Board, with each Board representative's vote equal to the percentage allocated to each Party as specified in the Cost Allocation Methodology attached as Exhibit A. 2.4.4 Procurement of Goods and Services and the Issuance or Sale of Bonds, Securities or Other Forms of Indebtedness. Except as provided in Sections 2.4.2 and 2.4.3, the procurement of goods and services, including but not limited to the purchase of generation facilities and power supply contracts, and the issuance or sale of bonds, securities or other forms of indebtedness, including but not limited to the issuance of revenue bonds under ORS 288.805 to ORS 288.945, requires the affirmative authorization of each individual Party to be bound, such authorization to be expressed by resolution, ordinance or other binding commitment of the Party's governing body. Parties not affirmatively authorizing such actions shall in no instances be liable. The procurement of goods and services shall be performed by resolution or separate agreement which specifies (1) the apportionment of fees, costs, or revenue derived from the functions and activities; and (2) the manner in which such revenue shall be accounted for. Such resolution or separate agreement may or may not involve the participation of the OURCA IGA, however, such participation of the OURCA IGA shall not create liability for a Party that has not affirmatively authorized such action. 2.4.5 Voting By Proxy. Any Board representative may vote by proxy, provided that the proxy power is granted to the proxy voter in writing and the effective proxy period is specified. 2.4.6 Voting In Absentia. Any Board representative may vote in absentia by telephone or in writing, including by facsimile. Any written vote in absentia must be received prior to the meeting at which the vote is to occur and must be signed by the Board representative. 2.5 New Parties. The Board may authorize a new Party to join the OURCA IGA if approved by 2/3 vote of the Board. 2.6 Insurance. The OURCA IGA shall provide for adequate insurance to cover the directors, officers, employees, staff, agents and activities undertaken by the OURCA IGA. 2.7 Conflicts. The OURCA IGA shall not take an advocacy position in administrative or legal proceedings which position conflicts with the position taken by any individual Party. Parties shall notify the OURCA IGA of any such potential conflict. ARTICLE III TERM AND TERMINATION 3.1 Term. Except as expressly provided, the term of this Agreement shall be perpetual, unless by a unanimous vote the Board acts to dissolve the OURCA IGA. 3.1.1 Dissolution. Upon dissolution, each Party to the OURCA IGA on the date of dissolution shall remain liable solely for its individual share of any OURCA IGA expenditure that has been specifically incurred by the Party in accordance with the terms of this Agreement or by other resolutions or separate agreements of the Party. Upon dissolution, the assets of the -6- OURCA IGA shall be distributed to the members on the basis of the rights and obligations of each Party to the assets held as of the date of the dissolution. 3.2 Voluntary Withdrawal by a Party. Any Party may elect to terminate their participation in this Agreement and withdraw from the OURCA IGA by giving written notice to the President and each member of the OURCA IGA. Withdrawal shall be effective forty-five (45) days from the date of notice. The withdrawing Party shall continue to pay its apportioned share of, or be responsible for, any debt attributable to that Party incurred prior to the Party's written notice of withdrawal, and shall hold harmless the remaining Parties and the OURCA IGA for those financial responsibilities and obligations attributable solely to the withdrawing Party. 3.3 Involuntary Withdrawal of a Party. By a 2/3 vote of the Board, any Party may be requested to withdraw from the OURCA IGA and relinquish their powers and duties under this Agreement. The President of the OURCA IGA shall notify such Party by written notice addressed to that Party. Unless as otherwise agreed by a 2/3 vote of the Board, termination of the Party is effective forty-five (45) days from the date of notice. The withdrawing Party shall continue to pay its apportioned share of, or be responsible for, any previously incurred debt pursuant to Sections 2.4.2 and 2.4.3 that is attributable to that Party as of the effective date of the withdrawal, and shall hold harmless the remaining Parties for those financial responsibilities and obligations attributable solely to the withdrawing Party. ARTICLE IV DISPUTE RESOLUTION 4.1 Dispute Resolution. If a dispute arises between the Parties or between the OURCA IGA and the Parties regarding breach of this Agreement or interpretation of any term of this Agreement, the Parties shall first attempt to resolve the dispute by negotiation, followed by binding arbitration if negotiation fails to resolve the dispute. 4.1.1 Negotiation. The Board Member or other persons designated by each of the disputing Parties will negotiate on behalf of the Parties they represent. The nature of the dispute shall be reduced to writing and shall be presented to each of the disputing Parties who shall then meet and attempt to resolve the issue. If the dispute is resolved at this step, there shall be a written determination of such resolution, signed by each disputing Party and ratified by the OURCA IGA which shall be binding upon the Parties. 4.1.2 Binding Arbitration. If the dispute cannot be resolved by negotiation within forty-five (45) days, the parties shall submit the matter to binding arbitration. The Parties shall attempt to agree on an arbitrator. If they cannot agree upon an arbitrator within ten (10) days, the -7- Parties shall submit the matter of determining an arbitrator to the Presiding Judge of the Marion County Circuit Court. The common costs of the arbitration shall be borne equally by the Parties. Each Party must bear its individual costs and fees. ARTICLE V AMENDMENT 5.1 This Agreement, other than Sections 1.7, 2.4, 2.5, 3.2, 3.3, and 5.1 may be amended upon a majority vote of the Board and shall be prepared by mutual written agreement of the Parties, signed by all of the Parties. Sections 1.7, 2.4, 2.5, 3.2, 3.3, and 5.1 of this Agreement may be amended only upon the affirmative authorization of each Party. ARTICLE VI GENERAL PROVISIONS 6.1 Merger. This Agreement embodies the entire agreement and understanding between the Parties relating to the formation of the OURCA IGA hereto and supersedes all prior agreements and understandings relating to the subject matter hereof. 6.2 Severability. In case any one or more of the provisions contained in this Agreement should be invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. 6.3 Notice. Any notice herein required or permitted to be given shall be given in writing, shall be effective when actually received, and may be given by hand delivery or by certified mail, first class postage prepaid, addressed to the Parties as follows: General Manager City of Ashland Department of Electric Utilities City Hall, 20 East Main Ashland, OR 97520 General Manager Clatskanie People's Utility District P. O. Box 216 Clatskanie, OR 97016 General Manager Eugene Water & Electric Board 500 East Fourth Avenue Eugene, OR 97440 General Manager Emerald People's Utility District 33733 Seavey Loop Road Eugene, OR 97405 -8- General Manager McMinnville Water & Light 855 Marsh Lane McMinnville, OR 97128 General Manager Northern Wasco People's Utility District P. O. Box 621 The Dalles, OR 97058 General Manager Tillamook People's Utility District P. O. Box 433 Tillamook, OR 97141 6.4 Counterparts. This Agreement may be executed in any number of counterparts and by the parties on separate counterparts, any one of which shall constitute an agreement between and among the Parties. IN WITNESS WHEREOF, the Parties have executed this Agreement by the date set forth po 'te their n elow. '-' Pe~; v ger City shland Electric Utilities Date: Greg Booth, General Manager Clatskanie People's Utility District Date: Jeff Shields, General Manager Emerald People's Utility District Date: Randy Berggren, General Manager Eugene Water & Electric Board Date: Edward J. Gormley, Mayor and Ex-Officio Member of the McMinnville Water & Light Commission -9- STATE OF OREGON ) ) SS. coumy of ) SIGNED OR ATTESTED before me on this Edward J. Gormley. __ day of ,1999, by Dwight Langer, General Manager Northem Wasco People's Utility District Maryann Nolan Title: My Commission Expires: Date: Patrick Ashby, General Manager Tillamook People's Utility District Date: -10- Oregon Utility Resource Coordinating Association Inter Governmental Agency COST ALLOCATION FORMULA Utility Participating Members = 7 City of Ashland Clatskanie PUD Columbia River PUD Emerald PUD EWEB Forest Grove L&P McMinnville W&L Northern Wasco PUD Tillamook PUD Total 1997 1997 Annual Annual Retail $/kWh MWa % Rev. %kwh sales Revenue Kwh Sales Weighting 0.25 0.25 $7,274,592 149,574,426 $0.0486 17.07 3.53% 2.71% $24,378,524 910,087,131 $0.0268 103.89 11.84% 16.47% $22,716,798 409,01 5,224 $0.0555 46.69 11.04% 7.40% $101,405,546 2,699,353,520 $0.0376 308.15 49.26% 48.86% $20,644,295 703,870,842 $0.0293 80.35 10.03% 12.74% $10,835,478 254,461,060 $0.0426 29.05 5.26% 4.61% $18,582,675 398,015,040 $0.0467 45.44 9.03% 7.20% $205,837,908 5,524,377,243 $0.0373 630.64 100.00% 100.00% % Member 0.5 14.29% 14.29% 14.29% 14.29% 14.29% 14.29% 14.29% 100.00% Allocation per Particpating Member 8.70% 14.22% 11,75% 31.67% 12.84% 9.61% 11.20% 100.00% The formulation is based on the following weighting for each participant: +50% as a particpant, shared equally among particpants +25% of Members prorata share of Total OURCA Annual Revenue +25% of Members prorata share of Total OURCA Retail Kwh sales =100% of participants allocation Council Communication Legal Department OURCA IGA Agreement October 5, 1999 Submitted by: Paul Nolteb''' Approved by: Mike Freeman Title: A Resolution Approving the Oregon Utility Resource Coordination Association Intergovernmental Agency Agreement Synopsis: This resolution approves the final draft of the intergovernmental agreement forming the Oregon Utility Resource Coordination Association Intergovemmental Agency (OURCA). The council previously adopted the OURCA ordinance which authorized the city to join other consumer- owned utilities for the purpose of power purchases and sales. This agreement implements the ordinance. Recommendation: Move to adopt the resolution. Background Information: The consumer-owned utilities in Oregon have joined forces through the formation of OURCA to facilitate the purchase, sale, and distribution and pooling of electrical energy and capacity. The agreement being approved is the final version of the draft that was attached to the ordinance adopted by the council. The differences in this final version and the previous draft are inconsequential, except for Exhibit A. The previous draft did not have the completed Exhibit A (cost allocations among the participating utilities). {F:' USER\PAUL\ORD'\ourca iga res cc.wpd)