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HomeMy WebLinkAboutStaff Report 395-07City of Palo Alto City Manager’s Report 3 TO:HONOP,_,~BLE CITY COUNCIL FROM:CITY MANAGER DEPARTMENT: UTILITIES DATE: SUBJECT: OCTOBER 29, 2007 CMR:395:07 ADOPTION OF A RESOLUTION APPROVING THE EXECUTION OF THE AMENDED AND RESTATED NORTHERN CALIFORNIA POWER AGENCY JOINT POWERS AGREEMENT RECOMMENDATION Staff recommends that Council adopt the attached resolution approving the execution of the .&nended and Restated Nol~hern California Power Agency CNCPA) Joint Powers Agreement (JPA). BACKGROUND The City of Palo Alto has been a full signatory party to the NCPA JPA since its formation in 1968. The JPA has undergone several minor amendments since then, primarily for the purpose of admitting new members to the JPA, but the principal aNeement has remained intact. During the Spring of 2006, the NCPA Conm~ission established an ad hoc Governance Committee (GC) to address matters related to members’ entry to m~d exit fi’om NCPA pro~’am areas and to identify funding policies and budget allocation procedures. As part of that process, the GC reviewed the existing NCPA JPA and made several recommendations to revise and update the JPA. DISCUSSION NCPA has multiple categories of members participating in NCPA projects and receiving various combinations of services. Some members are large, some small; some participate in NCPA projects, others do not; some are in the power pool, some are not. In addition, not all members operate in the same electric transmission control area. To accommodate these differences and to provide NCPA and its members with the appropriate funding tools to assure that NCPA can effectively meet member needs, the GC recommended a tbaee-tiered approach to revising the JPA: CMR:395:07 Page 1 of 3 Member Ammal Assessment: The cunent JPA provides for annual assessments to NCPA members of up to 10 cents per peak kW of retail electric load. The total NCPA assessment and collection of this amount totals about $180,000 per year, a relatively small portion of the overall NCPA budget and insufficient to cover even a modest portion of current NCPA general overhead and management costs. This fee structure has not changed since 1968. The GC recommended that this charge be adjusted to assess up to 15 cents per MWh, collecting a total of approximately $1.5 million per year. The additional revenue will be used to lower programmatic assessments to all members in the core NCPA progranmlatic areas of legislative services, regulatory services and member services. As a result, though the JPA assessment will increase for all members, the total NCPA assessment for each member is expected to remain relatively flat. Program Entry / Exit: The existing JPA provides that members may withdraw from the JPA with only a 30 day notice. The GC reconm~ended that this period be revised to provide a minimum of two years notice to withdraw fi’om the JPA. This change would provide funding certainty for t-wo years following a notice to w-ithdraw, providing adequate time to plan for and implement any needed adjustments resulting fi’om the withdrawal. New members to NCPA pro~ammatic areas will also be required to participate for a minimmn of two years. General JPA Changes: The entire JPA has been reviewed by NCPA General Counsel and members of the NCPA Legal Committee to edit, add, or remove various sections or language within the JPA which are either out of date or no longer applicable. The changes have been reviewed and approved by the Palo Alto City Attorney’s Office. The JPA changes strengthen NCPA’s operations and provide the City greater certainty of NCPA service levels. The NCPA Commission unanimously approved the amended agreement on September 28, 2007 and recommended tliat member governing bodies approve the anaended agreement (Attachment C). Staff recommends that the City Council adopt a resolution (Attaclm~ent A) approving the execution of the Amended and Restated NCPA JPA (Attaclm~ent B). The aN-eement is expected to be approved by all NCPA member governing bodies by the end of the year, and will become effective when all parties have executed the aNeement. RESOURCE IMPACT The total NCPA service assessment to the City is $3.9 million in FY 07-08. The change in JPA assessment will have a minimal impact on City’s total assessment, and is preliminarily projected to increase by $9,800 as a result of implementing the new JPA assessment next year. CMR:395:07 Page 2 of 3 POLICY I~ IPLICATIONS The amendments to the JPA are consistent with the Council-approved Utilities StrateNc Plan to improve business process and organizational efficiency and effectiveness. ENVIRONMENTAL IMPACT ASSESSMENT Approval of the NCPA JPA does not meet the definition of a project pursuant to California Public Resources Code §21065, thus no enviromnental assessment is required. ATTACH~ IEN TS Attachment A: Resolution of the Council of the City of Palo Alto Attachment B: Amended and Restated NCPA JPA Attachment C: NCPA Commission Resolution of 9/28/2007 approving the .amaended JPA PREPARED BY:SHIVA SWAMINATHAaN Senior Resource Plmmer DEPARTMENT APPROVAL: VALERI~ O.(F~.’ NG Director of Utilities CITY MANAGER APPROV.~: Assistant City Manager CMR:395:07 Page 3 of 3 NOT YET APPROVED ATTACHMENT A RESOLUTION NO RESOLUTION OF THE COUNCIL OF THE CITY OF PALO ALTO TO APPROVE THE EXECUTION OF THE AMENDED AND RESTATED NORTHERN CALIFORNIA POWER AGENCY JOINT POWERS AGREEMENT WHEREAS,the Northern California Power Agency ("NCPA") was formed in 1968 for the purpose of utilizing the joint action of participating public power entities to pursue common interests for the benefit of all such members; and WHEREAS, the NCPA Joint Powers Agreement (~JPA") was initially developed on July 19, 1968, and subsequently revised on April i, 1973; and WHEREAS, in addition to the City of Palo Alto (the ~City"), the cities of Alameda, Biggs, Gridley, Healdsburg, Lodi, Lompoc, Redding, Roseville, Santa Clara, Ukiah, and the San Francisco Bay Area Rapid Transit District, the Plumas-Sierra Rural Electric Cooperative, the Port of Oakland, the Truckee Donner Public Utility District, and the Turlock Irrigation District are signatory participants to the JPA; and WHEREAS, the JPA may be revised from time to time as approved by all of the governing bodies of the signatories to it; and WHEREAS, during the Spring of 2006, the Commission of the Northern California Power Agency established an ad hoc Governance Committee to address matters related to member entry to and exit from Agency programmatic effort areas as wel! as to identify corresponding member funding policies and budget allocation procedures; and WHEREAS, the Governance Committee headed by Council Member Bern Beecham completed its efforts and made several specific recommendations to revise and update the Joint--P~we~s Agreement: i) revising the annual JPA member assessment from a maximum of i0 cents per peak kW to a maximum of 15 cents per MWh of retail load; 2) providing for a minimum of two (2) years notice to withdraw from the JPA; and 3) change and removing certain elements of the Joint Powers Agreement to be more consistent and to comport with current business practices and procedures; and WHEREAS, the attached proposed ~Amended and Restated Northern California Power Agency Joint Powers Agreement (Amended JPA)" incorporates the above described Governance Committee recommendations and other updates to the Joint Powers Agreement as recommended by Agency staff and the Agency Genera! Counsel to strengthen NCPA operations and to effectively meet member needs; and 071011 jb 0072944 NOT YET APPROVED WHEREAS, NCPA Commission on September 28, 2007 approved the Amended JPA and further recommended that the governing boards of NCPA JPA members approve Amended JPA; and WHEREAS, Amended JPA strengthens NCPA operations and provides the City greater certainty of NCPA service levels to effectively serve the electric utilities customers of the City of Palo Alto. NOW, THEREFORE, the Council of the City of Palo Alto does hereby resolve as follows: SECTION i. The Council hereby adopts the resolution approving the execution of the Amended and restated Northern California Power Agency Joint Powers Agreement. SECTION 2. The Council finds that the adoption of this resolution does not constitute a project under the California Environmenta! Quality Act and the CEQA Guidelines and, therefore, no environment assessment is required. INTRODUCED AND PASSED: AYES: NOES: ABSENTIONS: ABSENT: ATTEST:APPROVED: City Clerk APPROVED AS TO FORM: Mayor City Attorney City Manager Director of Utilities Director of Administrative Services 071011 jb 0072944 ATTACHMENT B AMENDED AND RESTATED NORTHEtLN CALIFORNIA POWER AGENCY JOINT POWERS AGREEMENT This .~,-Mnended and Restated Northern California Power Agency Joint Powers Agreement ("this Agreement") is dated as of January 1, 2008, and is by and between the members of the Northern California Power Agency ("NCPA"); and WITNESSETH: WHEREAS, the Northern California Power Agency was created by that certain Northern California Power Agency Joint Powers A~eement, first made July 19, 1968 and revised as of April 1, 1973 (the prior JPA); and WHEREAS, the prior JPA was amended as of December 7, 1977; April 13, 1978; and January 1, 1982; and WHEREAS, the prior JPA was supplemented by the addition of further siNaatories in addition to those of the parties who were originally si~aatory to it on September 27, 1984; September 27, 1989; April 1, 1995; and November 1, 2005; and WHEREAS, each of the parties hereto is a signatory to the prior JPA and a "Member" of NCPA; and and WHEREAS, the parties now desire to further mnend, and to restate, the prior JPA; WHEREAS, each of the parties to this Agreement is a "public agency" as that term is defined in Section 6500 of the Governlnent Code of the State of California; and ~,Vi-IEREAS, each of the parties hereto has the power to purchase, generate, transmit, distribute, sell and interchange electric energy in addition to other powers which are common to each of them; and WHEREAS, pursum~t to Title 1, Division 7, Chapter 5, of the Govenmaent Code of the State of California (commencing at Government Code section 6500), commonly known as the Joint Exercise of Powers Act, two or more public agencies may by agreement jointly exercise any power common to the contracting parties; and WHEREAS, it is the desire of the parties to use any power cornnaon to them that will make more efficient the use of the powers of the individual parties in the purchase, generation, transmission, distribution, sale, interchange and pooling of electrical energy and capacity atnong themselves, or with each other, or with others, and any other power reasonably necessary and appropriate to aid in the accomplisl:nnent of any of these purposes; and WHEREAS, the parties find that it would be to their mutual advantage and the public benefit to coordinate their area system platming at~d operation, within the extent permitted by the laws and regulations governing their respective operations at~d to the extent each patty finds it desirable to do so, and further find that such coordination shall be understood to include the following: (a) Coordination of studies relating to the addition of generation or transmission facilities; (b) Coordination of transmission services over various facilities, including those of the United States, and of the charges for such transmission se~wice, and the policies governing such transmission; (c) Coordination and maintenance of reserve generating and transmitting capacity; (d) Coordination in the sale of surplus capacity and energy; and WHEREAS, the pat-ties desire, by meat~s of this A~’eement to establish an organization and procedure for such coordination and operation at~d to provide for the general direction of such orgat~ization’s policies, it being understood by all the parties that: (a) This A~eement is being executed initially by certain public agencies, but it is the intent of the pat-ties that others may associate, at~d the parties signatory may re-associate themselves, later by signature to this Agreement and payment of a pro-rata share of organizational, platming and other expenditures as determined by a separate commission herein created; (b) All pat-ties hereto desire that reasonable provision be made for withdrawal from such organization. NOW, THEREFORE, the parties agree as follows: ARTICLE I PURPOSES 1. It is the pro-pose of this Ageement to establish pursuant to the Joint Exercise of Powers Act an agency to be kaaown as the NORTHERN CALIFORNIA POWER AGENCY for and with the purpose of acquiring at~d disposing of ownership and use of revenue producing facilities, including electric generating at~d transmitting facilities, and making more efficient use of the colmnon powers of individual parties composing NCPA to acquire, purchase, generate, transmit, distribute, sell, interchange, and pool electric energy and capacity, and with the fm-ther pro-pose to develop all other reasonably necessary or appropriate powers to provide ~eater individual and group efficiency through the coordination indicated in this A~’eement to the extent permitted by the laws and regulations governing such operations. ARTICLE II ORGANIZATION - NORTHEt~N CALIFORNIA POWER AGENCY 1. There is hereby established pursuant to the Joint Exercise of Powers Act (section 6500 et seq. of the Govermnent Code of the State of California) an Agency which shall be a public entity separate from the parties to this A~eement. The name of said agency shall be the NORTHERN CALIFORNIA POWER AGENCY. The governing body of NCPA shall be a Commission composed of one representative of each of the parties as to which this A~eement has not in any way been terminated. Such Commission shall be the administering agency of this Joint Powers ANeement, and, as such, shall be vested with the powers set forth, and shall execute and administer this Agreement in accordance with the purposes and functions provided herein. 2. Each party to this A~’eement shall be a "Member" of NCPA and appoint its desi~ated representative to the Connnission, and said representatives shall: (a) Elect a chair, a vice-chair, and a secretary, and such other officers as the Commission shall find appropriate, to serve the Commission at its pleasure or for such term as may be provided by by-laws adopted by the Commission. (b) Establish an Executive Committee, and such other committees as they shall find appropriate. The Executive Committee may exercise any power of the Commission delegated to it by by-laws adopted by the Commission. (c)Provide general directives for the work of such committees. (d) Take appropriate measures to meet the financial requirements of NCPA, by assessrnents and other contributions, as hereinafter provided for, and make other provisions as they shall find appropriate for the work of the Commission. 3. The Chair of NCPA shall preside at meetings of the Commission and perform such other duties as the Convnission shall instruct. The duties of the Vice-Chair and the Secretary shall be the usual and customa~T duties of such officers. 4. The Commission shall appoint one of its officers or employees to either or both of the positions of Treasurer of NCPA and Controller of NCPA. Such offices may be held by separate officers or employees or combined and held by one officer or employee. In any case, the Treasurer and Controller of NCPA shall cause an independent audit to be made by a certified public accountant, or public accountant, in compliance with Section 6505 of the Govermnent Code. 5. The Treasurer of NCPA shall be the depository and have custody of all the money of NCPA from whatever source. The Controller of NCPA shall draw warrants or checks to pay demands against NCPA when the demands have been approved by the Commission or by the General Manager or the Assistant General Manager pursuant to a delegation of authority therefore adopted by the Commission. The Treasurer and Controller shall comply strictly with the provisions of the statutes relating to their duties found in Chapter 5, Division 7, Title 1 of the Govermnent Code, begim~ing with Section 6500. The Controller and the Treasurer shall each file an official bond in the anaount determined from time to time by the Connnission. 6. The Commission shall appoint a General Manager, and may appoint one or more Assistant General Managers, to serve at the pleasure of the Commission. The General Manager shall have charge of, handle, or have access to any property of NCPA, and shall file an official bond in the amount determined from time to time by the Commission. 7. The Commission shall provide for regular meetings and special meetings in accordance with the Ralph M. Brown Act, Chapter 9, Part 1, Division 2, Title 5, of the Govermnent Code beginning with section 54950, or in accordance with such other regulations as the legislature may hereafter provide. Each party to this A~eement shall authorize mad designate one representative to vote for it at all meetings of the Commission. ha addition, each party to this ANeement shall desi~ate one or more alternates, who shall have the power to vote in the place and stead of the designated representative, in his or her absence. Public agencies which are "Associate Members" pursuant to Article IV Para~aph 7 shall not be entitled to voting representation on the Commission, but may desi~aate one non-voting representative and one or more non- voting alternates. Associate members shall be entitled to receive notices of and to attend all regular and special meetings of the Commission in the same maturer as Members. 8. (a) Each party to this Agreement, so long as this Agreement has not in any way been terminated as to such patty, shall have one vote. The affirmative or negative vote of a majority of those members of the entire Commission entitled to vote shall be necessary for it to take action, except that none of the terms and conditions set forth in this A~eement, nor any of the procedures expressly provided for herein, may be altered, changed, or amended by such a vote, or by any means, except by written amendments to this A~’eement executed by all parties hereto. (b) Notwithstanding the provisions of Article II Para~aph 8(a) to the contrary, where a~eements for NCPA projects or programs between and among NCPA and its members provide for quorum or voting procedures, such a~eed upon procedures shall be utilized, including provisions for voting by project or pro~’am participation percentages or voting by either associate members or non member project or program participants. :~TICLE III POWERS ANrD FL~-CTIONS 1. NCPA has any and all powers authorized by law to all of the parties hereto, and separately to the agency herein created, relating to the acquisition, construction, financing, disposition, use, operation and maintenance of works for the generation and transmission of electric power and energy for use within and without the boundaries of such parties, and relating to the provision of power and energy to such area by contract with owners of such facilities, whether federal or state agencies or public utilities, including agreements to purchase power generated by others .or to exchange power with others and a~eements for transmission of power over its facilities and over the facilities of others and standby m~d pooling agreements. Such powers shall include the common powers specified in this A~m’eement and may be exercised in the maimer and according to the method provided in this Ageement. All powers common to the parties are specified as powers ofNCPA. NCPA is hereby authorized to do all acts necessary for the exercise of such powers, including, but not limited to, any or all of the following: to make and enter into contracts; to employ agents and employees; to acquire, construct, provide for maintenance and operation of, or maintain and operate, any buildings, work or improvements; to acquire, hold or dispose of property wherever located; to incur debts, liabilities or obligations; to receive gifts, contributions and donations of property, funds, services and other forms of assistance from persons, firms, corporations and m~y governmental entity; and to sue and be sued in its own name; and generally to do any and all things necessary or convenient to provide adequate supplies of firm and reliable power to its members. Without limiting the foregoing generality, NCPA may: (i) acquire and dispose of all kinds of property and utilize the power of eminent domain, except that the power of eminent domain may not be exercised within the political boundaries or corporate limits of any paa-ty serving retail electric power load, nor may eminent domain be exercised ~vith respect to any property interest owned by a party hereto, without the consent of said party, which consent shall not be umeasonably witl~eld; (ii) issue or cause to be issued bonded and other indebtedness, and pledge any property or revenues as security to the extent permitted by law either under Aaticle 2, Chapter 5, Division 7, Title 1 of the Government Code or otherwise including, but not limited to, bonds or other evidences of indebtedness of a non- profit corporation issued on behalf of NCPA or any of the parties to this Agreement; (iii) obtain in its own name all necessary permits and licenses, opinions and rulings; (iv) whenever necessary to facilitate the exercise of its powers, form and administer nonprofit corporations to do any part of what NCPA could do, or to perform any proper corporate function, and enter into a~’eements with such a corporation; (v) receive assi~nnents of power supply contracts with the Western Area Power Administration of the United States or others fi’om the parties, or act as trustee or agent under them; real-locate power to the parties under those contracts, sell power generated or otherwise acquired by it to the parties and, to the extent permitted by law, to associate members and to others; provided that under no circumstances will an assi~ing party pay more for power, or receive an inferior supply, than if it had not assiN~ed. 2. The maturer in which NCPA shall exercise its powers and perform its duties is and shall be subject to the restrictions upon the rammer in which a general law city which is a member hereof could exercise such powers and perfom~ such duties; and shall not be subject to any restriction applicable to the manner in which any other public agency could exercise such powers or perform such duties, whether such agency is a party to this Agreement or not. 3. None of the debts, liabilities or obligations of NCPA shall be the debts, liabilities or obligations of any of the parties to this A~-eement unless assumed in a particular case by resolution of the governing body of the party to be charged. ARTICLE IV MEMBERSHIP 1. Any preference purchaser or potential preference purchaser of electric service from the Western Area Power Administration of the United States, which is a "public agency," as such term is defined in Section 6500 of the Govermnent Code of the State of California, may be a party to this A~eement. 2. (a) Any public agency which qualifies under ,Q-ticle IV Paragaph 1 may become a party to this Agreement by siNfing this Agreement and paying NCPA a pro- rata share of organization, plamfing and other costs and charges as determined by the Commission to be appropriate, and upon approval of all then existing parties to this Agreement. This Agreement will then become effective as of that date as to that signatory. This Agreement shall remain in effect as to any party, unless and until it is terminated as to such party by notice in writing to all other pro-ties given by the withdrawing party at least two (2) years in advance of the effective date of such termination. 6 (b) Any party so terminating shall be obligated to pay its pro-rata share of all debts, liabilities and obligations of NCPA as of the date of termination as a condition precedent to such termination and withdrawal; provided, however, that this obligation shall not extend to debts, liabilities and obligations of NCPA or a nonprofit corporation created by NCPA and secured or othe~a,vise committed pursuant to project or program agreements, with parties to this A~eement, but the debts, liabilities and obligations of the parties to such project or program a~eements shall be determined by their terms. 3. (a) Each party hereto a~’ees that it will ammally contribute, in proportion to its respective total retail electric power load (or where no retail load exists, the consumptive power load, or where no consumptive power load exists, other suitable measure as approved by the Commission) for the previous calendar year, to a fund or budget of NCPA which may cover up to one-third of legislative and regulatory activities or other NCPA general expenses not covered by other a~-eements or revenue sources, as may be approved by the Commission; and that such ammal cash contribution to said fund or budget by any party may be up to fifteen cents ($0.15) per megawatt hour (MWh) of said total retail electric power load or consumptive power load, or where no consumptive power load exists, other suitable measure as approved by the Commission, as submitted by such party to the Federal Energy Regulatory Commission or other govermnental regulatory authority. (b) In the event that NCPA contracts for or participates in the acquisition, purchase, lease or construction of generation or transmission facilities, or both, it is the intention of the parties hereto that all parties, agencies and others, both public and private, ~hat utilize such facilities shall bear the total annual costs thereon on an annual fiscal year basis by entering into appropriate power supply contracts with NCPA (°~Power Contracts"). Costs related to a particular planning activity or to a particular project which are incuned prior to the procurement of long-term financing ("preliminary costs"), may be borne by fewer than all the parties in any rammer satisfactory to such parties, notwithstanding the provisions of Ax-ticle IV Para~aph 3(a) or the provisions of any Power Contracts. Alternatively, all or part of any such preliminay costs may be advanced by fe~ver than all of the parties, upon a~’eement of NCPA and the party or parties advancing the costs, such advances to be repaid out of the proceeds of any subsequent long-term financing. Otherwise, such preliminary costs shall be charged to the operating costs of the NCPA. (c) Parties participating in programs or services provided by NCPA shall provide at least a two (2) year written notice to NCPA of withdrawal from a given program or selwice. Parties newly participating in programs or services may be required to make an initial program or service participation commitment of longer than two (2) years, subject to Commission approval. Parties participating in pro~’ams or services pursuant to an agreement or other formal written arrangement approved by the Commission are subject to the therein described participation and withdrawal temas and conditions. 7 4. Upon the request or approval of NCPA, any party hereto may make payments, advances or contributions to NCPA from its treasury for any and all purposes set forth herein, and upon request or approval of NCPA, may contribute personnel, equipment or property, in lieu of other contributions or advances, to assist in the accomplislmaent of one or more of such put-poses. Except as othet-,.vise provided in accordance with Article IV Paragaph 3(b), NCPA approved advances will be treated as indebtedness of NCPA and shall be payable and repaid as such. Contributions made pursuant to Article IV Para~aph 3(a) are not advances. All such payments, advances or contributions, whether in cash or in kind, shall be made to and may be disbursed or used by NCPA. 5. Except as otherwise provided in this Agreement, there shall be no repayment or return to any party of all or any part of any payments, advances, or contributions in cash or in kind. 6. NCPA shall be held to a strict accountability of all funds mad shall make an annual audit report to all parties of all receipts and disbursements, all in accordance with section 6505 of the Govermnent Code and other applicable statutes, and with sound accounting practices. 7. If any preference purchaser or potential preference purchaser of electric service from the Western .ad-ea Power Administration of the United States is not eligible for membership herein under the terms of Article IV Paa~aph 1, such purchaser may be admitted as an associate melnber, by separate a~eement with NCPA, upon approval of the Commission. Associate members shall not be considered to be a party to this Agreement within the meaning of the Joint Exercise of Powers provisions of the Government Code, Section 6500 et seq. Associate members shall pay such portions of the costs of NCPA’s operations as may be established in the membership a~’eement between NCPA and the associate member, including payment of charges established by Article 15z Paragraph 3(a). ARTICLE V GENERAL PROVISIONS 1. Upon dissolution of NCPA as a legal entity, all debts of and advances to NCPA shall be paid, and then the property of NCPA, whether real or personal, shall be divided among and distributed to all of the parties who at any time during the existence of NCPA were parties to this Ageement in proportion to the costs borne by each such party to NCPA during its legal existence by non-reimbursed contributions made pursuant to Article IV Para~aph 3(a), or by pasaaaents under Power Contracts or non-reimbursed payments for preliminary costs made pursuant to Article IV Para~aph 3(b). 2. The governing Commission of NCPA is authorized to procure public liability and other insurance as it deems advisable to protect NCPA and each of the parties hereto, charging the cost thereof to the operating costs of NCPA. 3. All of the privileges and immunities from liabilities, exemptions fiom laws, ordinances and rules, all pension, relief, disability, workers’ compensation, and other benefits which apply to the activity of officers, agents or employees of any such public agency when performing their respective functions within the territorial limits of their respective public agencies, shall apply to them in the same degree and extent while engaged in the performance of any of their functions or duties extraterritorially under the provisions of~M-ticle 1 of Chapter 5, Division 7 of Title 1 of the Govermnent Code of the State of California and as provided by la~v. 4. In the event that a~y party to this Agreement should at any time claim that another party has in any way breached or is breaching this Agreement, the complaining party shall file with the governing body of the other party, and with the above mentioned NORTHERN CALIFORNIA POWER AGENCY Commission, a written claim of said breach, describing the alleged breach and otherwise giving full information respecting the same. The Connnission shall thereupon, at a reasonable time and place, specified by it, give all parties full opportunity to be heard on the matter, and shall, upon conclusion of said hearing, give the legislative or governing bodies of all parties a full report of its findings and recommendations. Said report, findings and reconmaendations shall be deemed advisory only, shall not in any way bind any of the parties hereto, and shall not be deemed to establish any facts, either presumptively or finally. Upon receipt of said report and recommendations, if any party should be dissatisfied with or disagree with the same, the legislative or governing bodies of the parties in disagreement shall jointly meet with each other at a reasonable time and place to be determined by them, for the purpose of resolving their differences. No action for breach of this Agreement, and no action for any legal relief because of any such breach or alleged breach of this Agreement, shall be filed or conm~enced, and nothing shall be done by any party to rescind or terminate this Agreement, except as provided in Article IV hereof, unless and until such party has first given to the other parties a reasonable time, after the conclusion of said joint meeting of the legislative or governing bodies that have met to resolve their differences, within which to cure any breach or alleged breach. 5. It is hereby declared to be the intention of the paties that the paragraphs, sentences, clauses and phrases of this Agreement are severable, and if any pkuase, clause, sentence, paragraph or article of this Agreement shall be declared unconstitutional or invalid for any reason by the valid jud~nent or decree of a Court of competent jurisdiction, such unconstitutionality or invalidity shall not affect any of the remaining paragraphs, clauses, plnases, sentences and articles of this Agreement. 6. All notices required or given pursuant to this Agreement shall be deemed properly served when deposited, postage prepaid, in the United States mail, addressed to each party atthe address indicated on this A~’eement adjacent to the siNaature line of each party. ARTICLE VI EFFECTIVE DATE 1. This Agreement shall become effective on the date of its execution by all of the parties and shall be effective at that time as of the date first above written. 2. Upon the effective date of this ANeement, the prior JPA, as amended, shall be of no further force and effect. IN WITNESS \,VHER~OF, the parties hereto have executed this ANeement as of the day, month, and year herein first above written. CITY OF ALAMEDA .aPPROVED AS TO FORaM: By:By: Its:Its: Date: BAYAREARAPID TRANSIT DISTRICT By: Its: Date: APPROVED AS TO FORM: By: Its: CITY OF BIGGS By: Its: Date: APPROVED AS TO FOtLM: By: Its: 10 CITY OF GRIDLEY By: Its: Date: APPROVED AS TO FORaM: By: Its: CITY OF HEALDSBURG By: Its: Date: APPROVED AS TO FORM: By: Its: CITY OF LODI By: Its: Date: APPROVED AS TO FORM: By: Its: CITY OF LOMPOC By: Its: Date: APPROVED AS TO FORM: By: Its: 11 CITY OF PALO ALTO By: Its: Date: PORT OF OMZZAND By: Its: Date: CITY OF REDDING By: Its: Date: CITY OF ROSEVILLE By: Its: Date: CITY OF SA_NTA CLARA By: Its: Date: APPROVED AS TO FORM: By: Its: APPROVED AS TO FORM: By: Its: APPROVED AS TO FORM: By: Its: APPROVED AS TO FORM: By: Its: APPROVED AS TO FORM: By: Its: 12 TRUCKEE DON~’ER PUBLIC UTILITY DISTRICT By: Its: Date: A_PPROVED AS TO FOP, aM: By: Its: TURLOCKIRRIGATIONDISTRICT By: Its: Date: APPROVED AS TO FORM: By: Its: CITY OF UKIAH By,: Its: Date: ,~d~PROVED AS TO FORM: By: Its: PLUMAS-SIERtL’4 RURAL ELECTRIC COOPERATWE, Associate Member By: Its: Date: .APPROVED AS TO FOP,~M: By: Its: 13 ~VHEREAS, the attached proposed "_Amended and Restated Northern California Power Agency Joint Powers Agreement" incorporates the above described Governance Committee recommendations and other updates to the Joint Powers A~eement as recommended by Agency staff and the Agency General Counsel; and \VHEREAS, the proposed Amended and Restated Northern California Power Agency Joint Powers Agreement has been reviewed and approved by the ad hoc Governance Committee which has unanimously recommended that it be approved by the Commission. NOW, THEREFORE BE IT RESOLVED by the Commission of the Northern California Power Agency, that it approves the Amended and Restated Northern California Power Agency Joint Powers Agreement; and BE IT FURTHER RESOLVED that the Commission recommends and urges the governing boards of all Agency members to approve the Amended and Restated Northern California Powers Agency Joint Powers Agreement. PASSED AND ADOPTED by the Commission of the Northern California Power Agency on this 28~h day of September 2007, by the following vote on roll call: Vote Abstained Absent Alameda Biggs Gridley Healdsburg Lodi Lompoc Palo Alto Po~ of Oaldand Redding Rosevi!le Santa Clara Truckee Donner Turlock Uldah Plumas-Sierra PATRICK KOLSTAD Commission Chair DENISE DOW Assistant Secretary