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HomeMy WebLinkAbout2725 OMECAORDINANCE NO. 2725 AN ORDINANCE AMENDING ORDINANCE NO. 2724 RELATIVE TO THE CREATION OF AN INTER- GOVERNMENTAL ENTITY KNOWN AS THE OREGON MUNICIPAL ENERGY AND CONSERVATION AGENCY WHEREAS, the City of Ashland (the "City") adopted its ordinance authorizing the creation of the Oregon Municipal Energy and Conservation Agency ("OMECA") (collectively, the "Original Ordinance"); WHEREAS, OMECA will enable our utilities in partnership with BPA to acquire conservation resources in our communities to the benefit of our ratepayers; WHEREAS, the Bonneville Power Administration ("BPA") continues to be supportive of such cooperative programs and is ready to begin negotiations with OMECA as soon as possible; WHEREAS, some additional municipal utilities are still evaluating whether to participate in OMECA, those utilities who have ratified formation wish to execute and deliver the revised intergovernmental cooperation agreement substantially in the form attached as Exhibit A hereto (the "Agreement") and commence negotiations with BPA while this opportunity is still available; THE PEOPLE OF THE CITY OF ASHLAND DO ORDAIN AS FOLLOWS: Section 1. Effective Date of Aqreement. The Agreement shall become effective with respect to the City when the authorized officer of the City has signed the Agreement. Section 2. Execution and Delivery of Aqreement. The City Administrator is hereby authorized and directed to execute and deliver the Agreement in the form attached as Exhibit A hereto and to take all other actions necessary or desirable to carry out its provisions. Section 3. Effect of Ordinance. To the extent inconsistent with this Ordinance, the Original Ordinance shall be deemed superseded, supplemented, amended and repealed. Section 4. Emergency Declared. It being necessary for the peace, health, and safety and orderly development of the City, an emergency is hereby declared to exist and this Ordinance shall PAGE 1-OREGON MUNICIPAL O R D I NAN C E~p:\ord\OMECA-am.ord) ENERGY AND CONSERVATION AMENDED become effective upon its passage by the Council and approval by the Mayor. The foregoing ordinance was first READ on the 16th day of November , 1993, and duly PASSED and ADOPTED this , 1993. .... . . ~. Nan Franklin City Recorder SIGNED and APPROVED this 1993. Approved as to form: Paul Nolte, City Attorney · Chair) Catherine M. ~lden, Mayor (Acting) PAGE 2-OREGON MUNICIPAL ENERGY AND CONSERVATION AMENDED ORDI NAN C E(p:\ord\OMECA-am.ord) EXHIBIT A INTERGOVERNMENTAL COOPERATION AGREEMENT BETWEEN CITY OF ASHLAND, CITY OF FOREST GROVE, CITY OF MILTON- FRgJa. WATER, CITY OF MONMOUTH AND SPRINGFIELD UTILITY BOARD, AUTHORIZING JOINT OPERATION AS THE OREGON MUNICIPAL ENERGY AND CONSERVATION AGENCY. This Agreement is made and entered into by and among City of Ashland, City of Forest Grove, City of Milton-Freewater, City of Monmouth and the Springfield Utility Board, all Oregon municipal corporations (jointly referred to herein as the "Member Utilities"). RECITALS A. The Member Utilities desire to enter into this Intergovernmental Cooperation Agreement (the "Agreement") to provide for the creation of an intergovernmental entity to be known as the Oregon Municipal Energy and Conservation Agency. B. The Member Utilities acknowledge that they have authority to execute and deliver this Agreement pursuant to the powers of their respective municipal charters and pursuant to ORS 225.250 and ORS 190.010. C. The Member Utilities have authorized the creation of the intergovernmental entity described herein. These ordinances authorizing such creation are attached hereto as Exhibit A. NOW, THERF~FORE, the premises being in general as stated in the foregoing recitals, it is agreed by and between the Member Utilities hereto as follows: 1. Establishment and Duration. Pursuant to ORS Chapter 190, an intergovernmental entity to be known as the Oregon Municipal Energy and Conservation Agency COMECA") is hereby established in accordance with the terms of this Agreement. The term of this Agreement shall be perpetual unless terminated pursuant to Section 16 hereof. 2. Def'mitions. Words, terms and phrases which are not specifically defined in this Agreement shall have the ordinary meaning ascribed to them in the municipal utility context unless the context clearly indicates otherwise. When not inconsistent with the context, words used in the plural number include the singular, and words in the singular include the plural. The word "shall" is mandatory and not merely directory. Unless the context clearly indicates otherwise, the following words, terms and phrases shall mean: "Agreement" means this Intergovernmental Cooperation Agreement entered into by the Member Utilities. PAGE 1 - Intergovernmental Cooperation Agreement "Board" means the Board of Directors of OMECA appointed pursuant to Section 5 hereof. "Bond Resolution" means the Bond Resolution, if any, of OMECA pursuant to which OMECA authorizes the issuance of revenue bonds payable solely from revenues received from BPA. "BPA" means the United States of America Department of Energy acting by and through the Bonneville Power Administration. "Conservation Project Acquisition Agreement" means the Conservation Project Acquisition Agreement, if any, pursuant to which OMECA agrees to implement certain Conservation Projects and BPA agrees to acquire certain energy savings from OMECA and to pay all debt service on any revenue bonds. "Conservation Projects" means increases in efficiency in electric use, production or distribution, or the direct application of a renewable resource, which is expected to result in load reduction. "Member Utilities" means the municipal utilities set forth on page 1 of this Agreement. "OMECA" means the Oregon Municipal Energy and Conservation Agency created pursuant to ORS Chapter 190 and this Agreement. "TAC" means the Technical Advisory Committee created pursuant to Section 7 hereof. 3. Declaration of Public Purpose. This Agreement is entered into by the Member Utilities pursuant to ORS Chapter 190 to provide for cooperation in the management, acquisition and operation of Conservation Projects. This Agreement is designed for the public purpose of providing a single, centralized entity which can issue non-recourse revenue bonds and coordinate conservation activities. In particular, this Agreement is entered into to provide for the creation of OMECA, an intergovernmental entity. It is intended that OMECA will issue tax-exempt revenue bonds for Conservation Projects payable solely from revenues received from BPA under the Conservation Project Acquisition Agreement. To the extent that the Member Utilities desire to expand the purposes of OMECA to include other projects, this Agreement must be specifically amended pursuant to Section 15 hereof. 4. Powers. OMECA shall have the following powers: a. To purchase, construct, or acquire Conservation Projects, or any interest therein; b. To establish a Board for the acquisition, construction, operation, management, and control of matters referred to herein; PAGE 2 - Intergovernmental Cooperation Agreement c. To adopt bylaws to govern its internal management; d. To issue, sell or otherwise dispose of bonds, securities, or other forms of indebtedness for the purpose of carrying out any of the matters permitted by these powers and to finance all costs of issuance related thereto; and e. To perform pursuant to ORS 190.003 to ORS 190.250 (the "Act") all powers pursuant to the Act, applicable charters, ordinances, and state or federal laws, which are necessary to efficiently operate, maintain, and expand its conservation projects, including the power to issue revenue bonds under ORS 288.805 to 288.945. 5. Board Membership. The Board shall consist of one representative from each Member Utility. 6. Terms of Office. Upon the execution of this Agreement, each Creating Member Utility shall appoint one Board member. The initial term of such Board members shall expire January 1, 1996. Thereafter, each new Board member shall be appointed by each Member Utility for a term of two (2) years. Board members may be reappointed to succeeding terms. 7. Technical and Advisory Committee. There is hereby created a Technical Advisory Committee (TAC) for the review and recommendation of activities, policies, financial and operational requirements and staff'rag communications with others and governmental regulation of OMECA. The TAC membership shall consist of one representative from each Member Utility. Upon the execution of this Agreement, each Member Utility shall appoint one TAC member. The initial term of such TAC member shall expire January 1, 1996. Thereafter, each new TAC member shall be appointed by each Member Utility for a term of two (2) years. TAC members may be reappointed for succeeding terms. 8. Vacancies and Substitution. Each Member Utility shall have unilateral authority to fill a vacancy or substitute another person for such Member Utility's Board member or TAC member position. Any person appointed to fill a vacancy shall serve for the remainder of the unexpired term. Persons appointed pursuant to this Section 8 may be appointed for a regular term pursuant to Section 6 hereof. 9. Chair. Vice Chair and Secretary-Treasurer. At the first meeting of the Board, the Board shall elect a Chair, Vice Chair and Secretary-Treasurer to serve until January 1, 1996. Thereafter, a Chair, Vice Chair and Secretary-Treasurer shall be elected for a term of two (2) years. PAGE 3 - Intergovernmental Cooperation Agreement 10. Conflict of Interest. Board and TAC members shall be public officials subject to the provisions of ORS Chapter 244. No person shall serve as a member of the Board if a business with which that person is associated, as def'med in ORS 244.020(2), has any interest in conservation projects to be undertaken by the OMECA. 11. Meetings/Ouorum. Regular meetings of the Board shall be conducted at such times as the Board may designate in accordance with Section 17 hereof. The Chair upon his or her own motion, may, or at the request of two (2) members of the Board, shall, by giving notice to members of the Board, call a previously unannounced special meeting of the Board for a time not earlier than twenty-four (24) hours after the notice is given, unless an emergency exists. In cases of an emergency, notice reasonable under the circumstances shall be given. Two-thirds (2/3) of the Board shall constitute a quorum. No action will be taken by the Board unless a majority of the Board approves such action. 12. Description of Assets. There are currently no assets of OMECA. It is contemplated that OMECA will acquire assets in the form of revenues received from a bond financing pursuant to a Conservation Project Acquisition Agreement with BPA and a Bond Resolution. 13. Debts of OMECA. No debts of OMECA 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 OMECA 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 service payments on any bonds issued by OMECA. 14. Expenditures. No funds of OMECA 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 may be made by the Secretary-Treasurer. Additional authorized signatures shall include the Chair or Vice Chair, in the event the Secretary-Treasurer is unable to perform. The Board shall institute a system to assure compliance with Local Budget Law. 15. Withdrawal/Amendment Provisions. The terms of this Agreement may be amended for any purpose including, without limitation, the addition or deletion of Member Utilities, and the provision of renewable generation facilities and energy delivery services. Any such amendment shall be in writing and shall refer specifically to this Agreement and shall be executed by all of the governing bodies of the Member Utilities. 16. Termination and Dissolution. This Agreement may be terminated at any time by a unanimous vote of all Member Utilities. Upon approval of termination by the Member Utilities, the Chair of the Board shall direct that an accounting of assets and liabilities be conducted and presented to the Board and to the governing bodies of the respective Member Utilities. The Member Utilities shall thereafter meet and agree upon an equitable distribution of any assets and liabilities, which may include a reserve account for contingent, unliquidated PAGE 4 - Intergovernmental Cooperation Agreement or unforseen liabilities or obligation. If the Member Utilities are unable to agree on the division of assets and liabilities, the Circuit Court of Marion County. shall have .jurisdiction to decide the issue. 17. Public Records and Meetings. OMECA shall comply with all applicable requirements of ORS Chapter 192 concerning public records and public meetings. 18. Compensation, expenses. The members of the Board and TAC shall receive no compensation for services provided as Board or TAC members except for reimbursement of actual and necessary travel and other expenses incurred in the performance of their duties. 19. Effective Date: Once two Member Utilities have signed this Agreement, this Agreement shall be effective immediately with respect to a Member Utility upon such Member Utility signing this Agreement. 20. be sent to: Written Notice Addresses. All written notices required under this Agreement shall City of Ashland 20 E. Main Street Ashland, OR 97520 City of Monmouth 151 W. Main Monmouth, OR 97361 City of Forest Grove P.O. Box 326 Forest Grove, OR 97116 Springfield Utility Board P.O. Box 300 Springfield, OR 97477 City of Milton-Freewater P.O. Box 6 Milton-Freewater, OR 97862 OMECA 1286 Court Street NE Salem, OR 97301 21. Severability. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, but this Agreement shall be construed as if such invalid, i/legal or unenforceable provisions had never been contained herein. 22. Modification. No modification of this Agreement shall be invalid unless in writing and signed by the parties hereto. 23. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Oregon. Any action regarding this Agreement or the transactions contemplated hereby shall be brought in an appropriate court in the County of Marion, Oregon. PAGE 5 - Intergovernmental Cooperation Agreement IN WITNESS WHEREOF, the parties have set their hands on the dates shown below. CITY OF FOREST GROVE By: Title: Date Signed: CITY OF ASHLAND Title: ~,.~/. tg~,~.z~.,../,~J cq///t/~ Date Signed: ,',2 - -_:.7.-?.:7 SPRINGFIFJ~D UTILITY BOARD CITY OF MILTON-FREEWATER By: Title: Date Signed: CITY OF MONMOUTH By: Title: Date Signed: By: Title: Date Signed: PAGE 6 - Intergovernmental Cooperation Agreement