Resolution 10485'en
CITY OF ALAMEDA RESOLUTION NO. 10485
APPROVING EXECUTION OF JOINT POWERS AGREEMENT FOR
THE FORMATION OF THE TRANSMISSION AGENCY OF NORTHERN
CALIFORNIA
WHEREAS, the Public Utilities Board has adopted Resolution
No. 3634 , which authorizes the Bureau of Electricity to execute
a Joint Powers Agreement subject to Council approval, said resolu-
tion being attached hereto as Exhibit "A"; and
WHEREAS, the City Council agrees with the recitals set
forth therein; and
WHEREAS, the Bureau of Electricity has the authority to
act on behalf of the City of Alameda in such matters;
NOW, THEREFORE, BE IT RESOLVED by the Council of the City
of Alameda that the execution by the President of the Public
Utilities Board of the Bureau of Electricity of the City of Alameda
of the "Joint Powers Agreement - Transmission Agency of Northern
California," attached hereto as Exhibit "B", is hereby approved
and said Board is hereby authorized to execute amendments thereto
and contracts consistent therewith.
I, the undersigned, hereby certify that the foregoing Resolution
was duly and recularly adopted and passed by the Council of the
City of Alameda n reoul ar meeting assembled on the 20th of November, 1984,
by the following voter to wit:
AYES: Councilmembers Gorman, Lucas, and President Diament - 3.
NOES: Councilmembers Hanna and Monsef - 2.
ABSENT: None.
IN WITNESS t•LHEREOB, E have hereunto sat my hand and affixed the
official seal of said City this. 21st day of November, 1984.
r✓;; r Vii.
Deputy City -Clerk of the City of Alameda
DEPARTMENT OF PUBLIC UTILITIES
RESOLUTION NO.
AUTHORIZING BUREAU OF ELECTRICITY
TO JOIN JOINT POWERS AGENCY
SUBJECT TO COUNCIL APPROVAL
WHEREAS, it is anticipated that significant amounts of
electric capacity and energy will be available from the Northwest
during the next decade or two. Pursuant thereto, the Bureau of
Electricity has participated in the joint efforts of a group
organized to develop utilization of the anticipated available
capacity and energy; and
WHEREAS, it has been determined by said group that the
preferred strategy for future development of electric resources is
the formation of a Joint Powers Agency known as the "Transmission
Agency of Northern California"; and
WHEREAS, it has become necessary to expedite the formation
of the Joint Powers Agency in order to meet the schedule for
presentation of the plan to the Congress of the United States;
and
WHEREAS, the Bureau staff, the City Attorney and the general
counsel of the NCPA, of which the Bureau is a member, have
reviewed the Joint Powers Agreement which is to be executed to
form the "Transmission Agency of Northern California"; and
Northern California"; and
WHEREAS, the initial financial responsibility incurred by
the Bureau by joining the proposed Joint Powers Agency amounts to
approximately $750 per year; and
Exhibit "A" - Page 1 of 2
WHEREAS, through the auspices of the "Joint Powers Agreement,
- Transmission Agency of Northern California", the Bureau will
have the option of becoming a participating member in the project
and will only incur indebtedness with respect to the project if
the Bureau, after exhaustive review of the project and attendant
economic features decides to become a participating member of the
project; and
WHEREAS, the Public Utilities Board has determined that
joining the-Joint Powers Agency is a proper course of action in
order to keep open the Bureau's options with regard to future
economic power supply from the Northwest.
NOW THEREFORE BE IT RESOLVED that the Public Utilities Board
approves the joining of the Joint Powers Agency and approves the
"Joint Powers Agreement - Transmission Agency of Northern
California" and authorizes the execution thereof by the Vice
President of the Public Utilities Board and by the General
Manager and Chief Engineer of the Bureau of Electricity; and
BE IT FURTHER RESOLVED that the execution of the agreement,
as authorized above, be predicated on approval of such action by
the City Council of the City of Alameda by resolution.
Exhibit "A" - 2 of 2
JOINT POWERS AGREEMENT
TRANSMISSION AGENCY
OF NORTHERN CALIFORNIA
Exhibit "B"
9/06/84
JOINT POWERS AGREEMENT
TRANSMISSION AGENCY OF NORTHERN CALIFORNIA
1. Authority. This Joint Powers Agreement (Agreement) creates
an agency by which the parties, the City of Alameda, the City of
Biggs, the City of Gridley, the City of Healdsburg, the City of
Lodi, the City of Lompoc, the Modesto Irrigation District, the
City of Palo Alto, the City of Redding, the City of Roseville,
the Sacramento Municipal Utility District, the City of Santa
Clara, the Turlock Irrigation District, and the City of Ukiah may
jointly exercise the powers they have in common for their common
benefit, pursuant to Section 6500 et seq. of the California
Government Code. The Parties to this Agreement are referred to
as "Members", or individually as "Member".
2. Name and Status. The name of the agency shall be the
Transmission Agency of Northern California ("Agency"). The
Agency, created pursuant to the California Government Code, is a
public entity separate from the Members and the Members are not
liable for the debts, liabilities, or obligations of the Agency
except to the extent that they may have contracted with the
Agency to be liable therefor. In contemplation of the provisions
of Section 895.2 of the California Government Code imposing
certain tort liability jointly upon public entities solely by
reason of such entities being parties to an agreement as defined
in Section 895 of said Code, the Members and parties hereto, as
between themselves, pursuant to the authorization contained in
Sections 895.4 and 395.6 of said Code, will each assume the full
liability imposed upon it, or any of its officers, agents, or
employees by law for injury caused by negligent or wrongful act
or omission occurring in the performance of this Agreement to the
same extent that such liability would be imposed in the absence
of Section 895.2 of said Code. To achieve the above stated
purpose each Member shall indemnify and hold harmless each other
Member for any loss, costs, or expense that may be imposed upon
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such other Member solely by virtue of said Section 895.2. The
provisions of Section 2778 of the California Civil Code are made
a part hereof as if fully set forth herein.
3. Purpose. The primary purpose of the Agency
o provide
electric transmission or other facilities, including real
property and rights of way, for the use of the Members. The
subsidiary purpose is to do all things which each of its Members
could do separately to provide such transmission or other
facilities in an economically and financially attractive manner.
4. Powers and Restrictions. The Agency, in its own name, or
for the benefit of its Members, shall have the power to acquire
by purchase or eminent domain, construct, finance, operate, and
maintain facilities for electric power transmission, including,
without limitation, the power to purchase, lease, operate,
develop, contract for, or own, new or upgraded transmission lines
and facilities for the benefit of its Members. The Agency shall
also have the power to do all things necessary or convenient to
the exercise of its powers that each of the Members could do
separately. To comply with the provisions of Section 6509 of the
California Government Code, the manner of exercising any power
shall be subject to the restrictions of the Sacramento Municipal
Utility District on the exercise of its powers.
5. Associate Members. The Agency may establish Associate
Members, by separate agreement with the Agency, upon approval of
the Commission and provided further that any such prospective
Associate Members would not affect the financing capabilities or
other powers of the Agency pursuant to California Government
Code, Section 6500, et seq. However, it is recognized and agreed
that the Plumas-Sierra Rural Electric Cooperative, Inc., is an
Associate Member of the Agency at the time the Agency is
established.
6. Debt Obligations. In addition to the other powers conferred
on the Agency by this Agreement, the Agency may issue and sell
debt obligations pursuant to the provisions of Article 2
(commencing with Section 6540), Chapter 5, Division 7, Title 1 of
the California Government Code, in such amounts and for such
purposes as may be specified in any Project Agreement entered
into pursuant to Paragraph 15 hereof. The issuance of such debt
obligations by the Agency shall be subject to the prior approval
of the Members who participate in such Project. If and when such
debt obligations are issued and sold, the obligations of the
Members of this Agency shall be fixed by the terms of the Project
Agreement and debt indenture, and the obligations of the Members
so assumed may not be impaired until and unless full provision is
made for the redemption of such debt obligations.
7. Participation Percentages. The Members shall pay for costs
associated with the operation of the Agency and are entitled to
an undivided interest in all rights and property of the Agency
(except as provided in any particular'Project Agreement) in the
following percentages:
City of Alameda
City of Biggs
City of Gridley
City of Healdsburg
City of Lodi
City of Lompoc
Modesto Irrigation District
City of Palo Alto
City of Redding
City of Roseville
Sacramento Municipal Utility District
City of Santa Clara
Turlock Irrigation District
City of Ukiah
Percentage
1.524
0.061
0.155
0.273
1.577
0.381
18.000
3.977
6.000
1.614
35.000
19.000
12.000
0.438
100.000
8. Commission. The Agency shall be governed by a Commission
which shall consist of one representative of each of the Members.
Any Member may join with other
designating one representative
and such group representatives
Members for the purpose of
of such group to the Commission,
may represent Members who from
time to time, desire such representation. Such group
representatives shall be counted for each party they represent,
according to the Participation Percentages specified in Paragraph
7, for the purpose of establishing a quorum. Each Member (or
group of members) shall select its representative and shall also
select
in the
an alternative representative, who shall have power to act
absence or inability to act of the representative. The
representatives and alternate representatives may, but need not
be, members of the governing bodies of the Members. The
the powers of the Agency and shall
presence of Commissioners who
of the Participation Percentages
(2) for any action requiring a vote
of the Commission, votes totalling no less than eighty-five (85)
percent of the Participation Percentages represented by the
Commission shall exercise all
require (1) for a quorum, the
together represent a majority
specified in Paragraph 7, and
Commissioners
may represent
representing,
constituting such quorum. Group representatives
and vote on behalf of the Member(s) they are
except as may be provided in a Project Agreement as
set forth hereafter. In order to assure that no single Member
can control action by the Commission, for purpose of voting no
Member shall be recognized as having a Participation Percentage
greater than 40 percent,
the Commission and their
compensation for serving
unless unanimously agreed. Members
alternates shall not receive any
as such, but shall be entitled to
of
reimbursement for any expenses actually incurred as a Member or
alternate, if the Commission shall so determine.
9. Commission Meetings. The Commission shall hold at least one
regular meeting each year, and, by resolution, may provide for
the holding of regular meetings at more frequent intervals. The
date, hour, and place of each such regular meeting shall be fixed
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by resolution of the Commission. Special meetings of the
Commission may be called in accordance with the provisions of
Section 54956 of the California Government Code.
10. Staff and Consultant. The Agency may have an independent
staff or may act through the staff of one or more of the Members
with the consent of such Members. The Commission shall also have
the power to appoint or employ legal, accounting, engineering,
and other consulting services.
11. Chairman and Vice Chairman. The Commis ion shall annually
elect a Chairman and Vice Chairman of the Agency from among its
Commissioners or alternate Commissioners, which persons shall
serve as Chairman or Vice Chairman of the Commission, with the
Chairman presiding at the Commission's meetings and performing
such other duties as the Commission may direct and with the Vice
Chairman so acting in absence of the Chairman.
12, Treasurer. The Treasurer of the-Agency, and its Controller,
shall be appointed by the Commission. The Treasurer and the
Controller shall comply strictly with the provisions of the
statutes relating to their duties found in Chapter 5, Division 7,
Title 1 of the California 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 Agency are hereby also designated as responsible
for all other property of the Agency. The Controller and the
Treasurer shall each file an official bond in the amount
determined from time to time by the Commission.
13. Assessments and Budget. Each Member shall bear its own
expenses, including the expenses of its Commissioners and
alternate Commissioners, but the Agency may assess the Members
for their respective Participation Percentage share of funds
required by it to carry out its purposes in a total amount not to
exceed $50,000 per year. No additional amount shall be due from
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the Members except as they may establish and approve an annual
budget therefor.
14. Fiscal Year. The fiscal year of the Agency shall be adopted
by the Commission.
15. Project Agreements. No action taken by the Agency shall
bind the Members to further support the Agency except to the
extent specifically provided for in a Project Agreement approved
by the Members which may bind the Members in any way provided
therein. Each Member shall have the right to participate in any
Project Agreement in the percentage allocated to it in Paragraph
7 hereinabove or, at the option of such Member, in a lesser
percentage. If a Project Agreement is not fully subscribed
because one or more of the Members does not elect to participate
in the full percentage allocated to it in Paragraph 7, the
unsubscribed portion may be divided among the remaining Members
in proportion to the percentages allocated to them in said
paragraph, or as otherwise agreed to by such remaining Members.
16. Amendments. This Agreement may be amended only by a written
agreement executed by all existing Members at any time prior to
issuance of debt obligations, or at any time after the issuance
of debt obligations; provided that no such supplemental agreement
shall cause the Agency to violate any condition or restriction in
the resolution or resolutions providing for the issuance of such
debt obligations.
17. New Members. New Members may join the Agency upon terms and
conditions satisfactory to all existing Members. No entity shall
become a Member by assignment or otherwise, if that entity does
not have the power common to the other Members or if its
membership would adversely impact financing.
18. Amendment due to Membership Change. In the event that a
Member withdraws from the Agency or that a new Member is
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accepted, Paragraph 7 shall be amended to reflect changes in
Participation Percentages.
19. Assignments. No Member shall assign its interest in the
Agency or in any rights or property acquired by the Agency to any
entity which is not a Member of the Agency unless such Member
first offers such interest to the other Members of the Agency.
The price for such interest, rights or property shall not exceed
the cash contributions made by such assigning Member to the
Agency, without interest. If the total amount of the assigning
Member's interest as set forth in Paragraph 7 of this Agreement
is not assumed by the remaining Members within sixty (60) days
after such interest is offered to the remaining Members, the
assigning Member shall be able to dispose of its total interest
pursuant to the terms of this Agreement.
20. Withdrawal from Agency. Any Member wishing to withdraw from
the Agency may do so by giving written notice to all other
Members at least thirty (30) days in advance of the effective
date of such withdrawal. As a condition precedent to withdrawal
from the Agency, any Member serving such a notice shall pay its
share of all encumbrances, indebtedness and other financial
obligations of the Agency, except indebtedness secured by Project
Agreements, existing as of the date of service of the notice of
withdrawal. The Participation Percentage of the withdrawing
Member shall be divided among the remaining Members in proportion
tc their respective Participation Percentages, unless otherwise
agreed to by such remaining Members.
21. Term and Termination. This Agreement shall become effective
as the date hereof when executed by all the Members designated in
Paragraph 7. It shall remain in effect until all debt
obligations and the interest thereon have been paid in full;
provided, that unless extended by the Members, the Agreement
shall terminate on June 30, 1989, if no debt obligations have
been issued and sold on or before that date. Upon such
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termination, all debts of the Agency shall be paid by, and the
property distributed to, the Members and former Members of the
Agency in accordance with their entitlements under the Project
Agreements and, if there are assets remaining after such
distribution, they shall be divided among the Members and former
Members in proportion to the total cash contributions to the
Agency made by each such Member or former Member exclusive of
Project Agreements. This Paragraph 21 shall survive the
termination of the Agreement and dissolution of the Agency.
22. Counterparts. This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original and
all of which, when taken together, shall constitute a single
Agreement.
Dated this day of , 1984.
City of Alameda
By
And
City of Biggs
By
And
City of Gridley
By
And
City of Healdsburg
By
And
City of todi
By
And
City of Lompoc
By
And
Modesto Irrigation District
By
And
City of Palo Alto
By
And
City of Redding
By
And
City of Roseville
By
And
Sacramento Municipal Utility
District
By
And
City of Santa Clara
By
And
Turlock Irrigation District
By
And
City of Ukiah
By
And