HomeMy WebLinkAboutRESO 6329ORIGl!'JAL
RESOLUTION NO. 6329
RESOLUTION OF THE COUNCIL OF THE CITY OF PALO ALTO
APPROVING AND AUTHORIZING EXECUTION OF THE
JOINT POWERS AGREEMENT TRANSMISSION AGENCY
OF NORTHERN CALIFORNIA
WHEREAS, the City of Palo Alto is a charter city of the StatP. of
California; and
WHEREAS, the City desires to participate in a joint powers
agreement in creating an independent agency known as the Transmission
Agency of Northern California;
NOW, THEREFORE, the Council of the City of Palo Alto does RESOLVE
as follows:
sE._l'ION 1. The Joint Powers Agreement Transmission Agency of
Northern California is hereby approved, and the Mayor and the City
Manager are authorized to execute said agreement on behalf of the
City.
SECTION 2. The Council hereby determines that th~ pro?isions of
this resolution will have no environmental effect.
INTRODUCED AND PASSED: November 19~ 1984
AYES: Bechtel. Fletcher, Klein, Levy, Renzel, Sutorius,
Witherspoon, Woolley
NOES: None
ABSTENTIONS: None
ABSENT: Cobb
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JOINT POWERS AGREEMENT
TRANSMISSION AGENCY
OF NORTHERN CALIFORNIA
9/06/84
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JOINT POWERS AGREEMENT
TRANSMISSION AOE'NCY OF NOFTHE~N CALIFORNIA
1. Authoritv. 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 Banta
Clara, the Turlock Irrigation District, and the City of Uk1ah may
jointly exercise the powers they have in common for their COIM!on
benefit, pursuant to Section 6500 et saq. of the california
Government Code. The. parties to this AqrP.ement are referred to
a$ "Members", or individually as "Mel!ber".
2. Name and Status. 'l'he name of the agency shall be the
Transmission Agency of Northern california ("Agency•)~ The
li6&ney, created pursuant to the Califarnia Government COde, is a
public entity separate from the Membera and the Members are not
liable for the dP.bts, liabilities, or obligations of the Agency
except to the extent that they .ay have contracted with tho
Ageney to be liable t~erefor. In contemplation of the provisions
of Section 895.2 of the california Government Code imposing
certain tort liability jointly upon public entit.ies solely by
reason of such entities being parties to an agreement as defined
in Section 895 of said Code, the Members and parties b,_reto, as
between themselves, pursuant to the authorization contained in
Sections 895.4 ane 395.6 of said Code, will each assume the full
liability imposed upon it, or any of its officers, agents, or
••ployees 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 M~=ber shall indemnify and hold harmless each other
Member fo: any loss, costs, or expense that may be imposed upon
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such other Membe~ 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 prisary purpose of the Agency is to 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 ~ttractive manner.
4. Powers and Restrictions. 'nle Aqency, in its own name, or
for the benefit of its Memb~rs, shall have the power to acquire
by purchase or eminent domain, construct, finance, ope~ate, and
maintain facilities for electric power transmission, including,
without limitation. the power to purchase, lease1 operate,
develop, contract for, or own, new or upgraded transmission lines
and facilities tor the benefit of its Members. The Agency shall
also have the power to do all things necessary or conveni~nt to
the exercise of its powers tl1at each of the Members could do
separately. To comply with the provisions of Section 6509 of the
California Government Code, the aanner of exercising any power
8hall 'be subject to the restrictions of the sacrawaento Municipal
Utility District on the exercise of its powers.
5. Associate Members. 1'he Agency may establish Associate
Members, by separate agreement with the Aq~ncy, upon approval of
the Cocmission and provided further that any such prospective
Associate Members would not affect the financing capabilities or
other p-owers of the Agency pursuant to california Govern~ent
COde. Section 6500. et seq. However, it is recognized and agreed
that the Plumas-Sierra Rural Electric Cooperative, Inc., is an
Associa~e Member of the Agency at the time the Agency is
established.
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6. Oebt Oblications. 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
(commenein9 with Section 6540), Chapter 5, Division 7, Title 1 of
the California Gov~rnment Code, in such amounts and for such
purposes as may be specified in any Project Aqreement entered
into pursuant to Paragraph 15 hereof. The issuance of such debt
obli~ations by the Agency shall be subject t 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
Me~bers of this Agency shall be fixed by the terms of the Project
Agreement and debt indenture, and t.he obligations of the Members
ao assumed Day not be impaired until and unless full provision is
made for tho redemption of such debt obligations.
7. ~articication fereentaqes. The Meaabers shall pay for eosts
associated with the operation of the Agency and are antitled to
an ~ndivided interest in all right' and property of t...~e Agency
(except as provided in any particular"'Project Agreement) in the
following percentages:
City of Alameda
City of Bi99s
City of Gridley
City of Healdsburg
City of Lodi
City of Lompo:
Modesto Irrigation
City of Pah Mto
City of Redding
City of Roseville
District.
Sacramento Municipal Utility District
City of Santa Clara
Turlock Irri9ation District
City '>f Ukiah
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Pereentaae
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
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8. Commission. The Agency shall be governed by a Cornmissicn
which shall consist of one representative of each of the Members.
Any Member may join with other Members for the purpose of
des ignatin9 one representl:tive of S\lCh group to the Commission,
and such group representatives 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 me~bers) shall select its representative and shall also
select an alternative representative, who shall have power to act
in the 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
Commission shall exercise all the powers of the Agency and shall
require (1) for a quorum, t.he presence of Com.missioners who
together represent a 111aj~rity of the Participation Percentages
specified in Paragraph 7, and (2) for any action requiring a vote
of the Commi~sion, votes ~otalling no~ less than eighty-five {SS)
percent cf tbe Participation Percentages represented by the
Commissioners constituting such quorum. Group repr~sentativea
may represent and vote on behalf of the Mellber(s) they are
representing, except as aay be provided in a Project Al]reement as
aet forth hereafter. In order to assure that no single Member
can control action by the CoJD11ission, fo~ purpose of voting no
Mellber shall be recognized as having a Participation Percentage
greater than 40 percent, unless unaniJBOusly agreed. Members of
t.he Commission and their alternates shall not receive a:ny
compensation for serving as such, but shall be entitled to
reimbu~sement for any expenses actually incurred as a Member or
alternate, if the Com.mission shall so determine.
9. Com~ission ~eetinas. The Commission shall hold at least one
reqular meetins each year. and. by resolution, may provide for .
the holdin9 of reqular •ee_tings at 110re frequent intervals. 'Ibe
date, "hour,, and ple.c:e of each such regnlar meeting sha).l 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 Commission shall annually
elect a Chairman and Vice Chairman of tne Agency from among its
Commissioners or alternate Commissioners, which persons shall
serve as Chairman or ~ice Chairman of the Commission, with the
Chairman presiding at the ComJ:1.ission's ~eetin9s and performing
sueh other duties as the Commission may direct and with the Vice
Chairman so acting in absence of the Olairman.
12. Treasurer. Th• Treasurer of the~Aqeney, and its controller,
shall be appointed 'b~ the Commission. 'nle 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 Ollifornia Government Code, beginning with Section
~500. The Treasurer of tlle Agency and the controller of the
Agency herein designated aa 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
Treasur{!r shall each file an official bond in tl"e amount
determined froa time to time b .. the COaaission.
13.. Assessments and Budaet. Eaeh Member shall bear its own
expenses. includin9 tbe expenses of its Commissioners and
alternate Commissioners, but the Agency aay assess tbe.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 ~dditional amount shall be due from
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the Members except a• they aay establish and approve an annual
budget t~erefor.
14. Fiscal Year. 'n\e fiscal year of the A9ency shall be adopted
by the Commission.
15. P~oiect Aareements. No action taken by the Agency shall
bind the Members to further support the Agency exce~t 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 percenta9e allocated to it in Paragraph
7 hereinabove or, at the option of such Member, in a lesser
pe~centage. If a Project Agreement is not fully subscribed
because one or more of the Members does no~ elect to participate
in the ful~ percentage allocated to it in Para9raph 7, the
unsubscribed portion Slay be divided among the remaining Members
in proportion to the pereen~ages allocated to them in said
paragraph. or as otherwise agreed to 1'y such remaining Members.
16. Amendments~ This Agreement may be amended only by a writt~n
agree..ent executed by all ezisting Members at any time prior to
iasuance of debt obligations. or at any time after the issuance
of debt obligations: provided that no such supplemental agreeaent
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 Mellbers may join the Agen~ upon terms and
conditions satisfactory to all existing Members. No entity shall
-O.come a Member by assignment or otherwise, if that entity does
not have the power coaaon to the other Members or if its
•embership would adversely i•pact financing.
ta. ~endaent due to Membership Chance. In the event that a
Hemb«r withdraws from the Agency or that a new Member is
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accepted, Paragraph 7 ahall be amended to reflect ehanqes in
Participation Percentages.
19. Assianmentss 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 assu=ed by the remaining Members within sixty (60) days
after sueh interest is offered to the remaining Members, the
assigning Member shal1 be able to dispose of its total interest
pursuant to the terms of this Agreement.
20, Witndrawal from !!9eney. Any Member wisbing to withdraw from
the 1L9ency may do so by giving written notice to all other
Members at least thirty (30) days in advance of the effective
date of sucb withdr~wal. As a condition precedent to withdrawal
froa the Aqeney, any Member serving such a notice shall pay its
share of all encumbrances, indebtedness and otber financial
ohligations of the Agency, except iadebtednees secured by Project
Agree•ents, existing as of the date of service of the notice of
withdrawal. "nle Participation Percentage of the withdrawing
Member shall be divided aaong the remaining Members in proportion
tc their respective Participation Percenta9es, unless otherwise
agreed to by such remaining Mellbers.
21. Term and Termination. This Agreement shall becouae effective
as the ~ate hereof when executed by all the Members desi9nated 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 Agree=ent
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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ter=ination, all debts of the .Agency shall be paid by, and the
property distributed to, the Members and former ~embers of the
A9ency in accordance with their entitlements under the Project
Agreements and, if th@re are assets remaining after such
distribution. they shall be divided amon9 the Members and for~er
Members in proportion to the total cash contributions to the
Agency m~~e 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. Counteroarts. 'nlis Ag'reement 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.
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Dated this ~ -u.... day of (\) ~'4-'-"'J • 1984 •
City of Ala1neda
By
And
City of Biggs
By
And
City of Gridley
By
And
City of Hec:..ldsburg
By
And
City of !:odi
By
And
City of Lompoc
By~~~~~~~~~~~~~~~~
And ------
Modesto Irrigation District
By~~-~-~----~-----~
And_~--~-~~-~--~-~~-
City ~of Polio
'Du~ ~~~-, '
And { _.. i:f"ci a
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•
City of ~edding
By __ ~~----~~--~--~--~~~~~
And
~--~~~~--~----~~~-------
City of Roseville
By~~--~--~~~--~~--~~~~
And.~~~~--~~----~~----~--~-
Sacramento Municipal Utility
District
By~~~~~~~----~~--~--~--
And~--------~~----~~--~~~---
City of Santa Clara
By----~~--~~~----~--~~--
An d __ ~~----~~--~--~----~-----
Turlock Irrigation District
By---~~~--~~~--~~---~--~~
An d~~----~--~
City of Ukiah
By--~~~--~--~~~~~~~~
And-----------~--~--------~~-----
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