HomeMy WebLinkAboutRES 2007-30 - Board TRUCKEE •
Resolution No. 2007 - 30
RESOLUTION OF THE BOARD OF THE
TRUCKEE DONNER PUBLIC UTILITY DISTRICT
TO APPROVE THE EXECUTION OF THE
AMENDMENDED 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 1, 1973; and
WHEREAS, in addition to Truckee Donner Public Utility District,the Cities of Alameda,
Biggs, Gridley, Healdsburg, Lodi, Lompoc, Palo Alto, Redding, Roseville, Santa Clara, and
., Ukiah, the Bay Area Rapid Transit District, the Port of Oakland, the Truckee-Donner Public
Utility District, and the Turlock Irrigation District are signatory participants to the Joint Powers
Agreement and the Plumas-Sierra Rural Electric Cooperative is an associate member of the
Agency and has also executed the JPA; and
WHEREAS, the JPA may be revised from time to time as approved by the NCPA
Commission and individually by all 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 well as to identify
corresponding member funding policies and budget allocation procedures; and
WHEREAS, the Governance Committee completed its efforts and made several
specific recommendations to revise and update the Joint Powers Agreement including: 1)
revising the annual JPA member assessment from a maximum of 10 cents per peak kW to a
maximum of 15 cents per MWh of retail load or if no retail load is served, other suitable
measure; 2) providing for a minimum of two (2)years notice to withdraw from the JPA; and
3) revising 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 General Counsel to strengthen NCPA
operations and to effectively meet member needs;
1 Res. 2007- 30
WHEREAS, NCPA Commission on September 28, 2007 unanimously approved the
Amended JPA and further recommended that the governing boards of NCPA JPA members
approve the Amended JPA; and
WHEREAS, the Amended JPA strengthens NCPA operations and provides the
Truckee Donner Public Utility District greater certainty of NCPA service levels to more
effectively serve the electric utilities customers of the Truckee Donner Public Utility District;
NOW, THEREFORE, the Board of Directors of the Truckee Donner Public Utility
District does hereby resolve as follows:
SECTION 1. The Board hereby adopts the resolution approving the execution of the
Amended and Restated Northern California Power Agency Joint Powers Agreement;
SECTION 2. The Board finds that the adoption of this resolution does not constitute a
project under the California Environmental Quality Act and the CEQA Guidelines and,
therefore, no environment assessment is required.
PASSED AND ADOPTED by the Board of Directors of the Truckee Donner Public Utility
District in a meeting duly called and held within said District on the 7'�"day of November 2007.
AYES: Directors Aguera, Hemig, Sutton, Taylor and Thomason
NOES: None
ABSTAIN: None
ABSENT: None
TRUCKEE DONNER PUBLIC UTILITY DISTRICT
Tim F. Taylor, Pre dent
ATTEJ/,",
L. Ulri istric Jerk
2 Res. 2007- 30
17
AMENDED AND RESTATED
NORTHERN CALIFORNIA POWER AGENCY
JOINT POWERS AGREEMENT
This Amended 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 Agreement, 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
signatories in addition to those of the parties who were originally signatory 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
WHEREAS,the parties now desire to further amend, and to restate,the prior JPA;
and
WHEREAS,each of the parties to this Agreement is a"public agency"as that
term is defined in Section 6500 of the Government Code of the State of California; and
WHEREAS, 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,pursuant to Title 1,Division 7, Chapter 5, of the Government 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 common 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
JPA,NCPA Commission Approved 9/28/07.DOC 1
facilities, and making more efficient use of the common powers of individual parties
composing NCPA to acquire,purchase,generate,transmit, distribute, sell, interchange,
and pool electric energy and capacity,and with the further purpose to develop all other
reasonably necessary or appropriate powers to provide greater individual and group
efficiency through the coordination indicated in this Agreement to the extent permitted by
the laws and regulations governing such operations.
ARTICLE II
ORGANIZATION—NORTHERN CALIFORNIA POWER AGENCY
l. There is hereby established pursuant to the Joint Exercise of Powers Act
(section 6500 et seq. of the Government Code of the State of California)an Agency
which shall be a public entity separate from the parties to this Agreement. 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 Agreement has not in any way been terminated. Such
Commission shall be the administering agency of this Joint Powers Agreement, 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 Agreement shall be a"Member"of NCPA and appoint
its designated representative to the Commission, 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 assessments 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 Commission shall instruct. The duties of the Vice-Chair
and the Secretary shall be the usual and customary 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
JPA,NCPA Commission Approved 9/28/07.DM 3
percentages or voting by either associate members or non member project or program
participants.
ARTICLE III
POWERS AND FUNCTIONS
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 agreements for transmission of power over its facilities and over
the facilities of others and standby and pooling agreements. Such powers shall include
the common powers specified in this Agreement and may be exercised in the manner and
according to the method provided in this Agreement. All powers common to the parties
are specified as powers of NCPA. 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 any
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 party serving retail
electric power load, nor may eminent domain be exercised with respect to any
property interest owned by a party hereto, without the consent of said party,
which consent shall not be unreasonably withheld;
(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
Article 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;
JPA,NCPA Commission Approved 9/28/07.DOC 5
(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 otherwise committed pursuant to project or program
agreements, with parties to this Agreement,but the debts, liabilities and obligations of the
parties to such project or program agreements shall be determined by their terms.
3. (a) Each party hereto agrees that it will annually 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 agreements or revenue sources,as
may be approved by the Commission; and that such annual 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 governmental
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,that 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 incurred prior to the procurement of long-term financing
("preliminary costs"), may be borne by fewer than all the parties in any manner
satisfactory to such parties,notwithstanding the provisions of Article IV Paragraph 3(a)
or the provisions of any Power Contracts. Alternatively,all or part of any such
preliminary costs may be advanced by fewer than all of the parties, upon agreement 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 service. 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 programs or services
pursuant to an agreement or other formal written arrangement approved by the
Commission are subject to the therein described participation and withdrawal terms and
conditions.
JPA,NCPA Commission Approved 9/28/07.DOC 7
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 from
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 Article 1 of Chapter 5,Division 7 of Title 1 of the Government Code of the
State of California and as provided by law.
4. In the event that any 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 Commission 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 recommendations 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 commenced,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 parties that the paragraphs,
sentences, clauses and phrases of this Agreement are severable, and if any phrase,clause,
sentence,paragraph or article of this Agreement shall be declared unconstitutional or
invalid for any reason by the valid judgment or decree of a Court of competent
jurisdiction, such unconstitutionality or invalidity shall not affect any of the remaining
paragraphs, clauses,phrases, 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
JPA,NCPA Commission Approved 9/28/07.DOC 9
CITY OF GRIDLEY APPROVED AS TO FORM:
By: By:
Its: Its:
Date:
CITY OF HEALDSBURG APPROVED AS TO FORM:
By: By:
Its: Its:
Date:
CITY OF LODI APPROVED AS TO FORM:
By: By:
Its: Its:
Date:
CITY OF LOMPOC APPROVED AS TO FORM:
By: By:
Its: Its:
Date:
JPA,NCPA Commission Approved 9/28/07.130C 11
TRUCKEE DONNER PUBLIC APPROVED AS TO FORM:
UTILITY DISTRICT
By: r,�. By:
Tim F. Tay r
Its:President of the Board Its:
Date: November 8 , 2007
TURLOCK IRRIGATION DISTRICT APPROVED AS TO FORM:
By: By:
Its: Its:
Date:
CITY OF UKIAH APPROVED AS TO FORM:
By: By:
Its: Its:
Date:
PLUMAS-SIERRA RURAL ELECTRIC APPROVED AS TO FORM:
COOPERATIVE,Associate Member
By: By:
Its: Its:
Date:
JPA,NCPA Commission Approved 9/28/07.DOC 13
CITY OF PALO ALTO APPROVED AS TO FORM:
By: By:
Its: Its:
Date:
PORT OF OAKLAND APPROVED AS TO FORM:
By: By:
Its: Its:
Date:
CITY OF REDDING APPROVED AS TO FORM:
By: By:
Its: Its:
Date:
CITY OF ROSEVILLE APPROVED AS TO FORM:
By: By:
Its: Its:
Date:
CITY OF SANTA CLARA APPROVED AS TO FORM:
By: By:
Its: Its:
Date:
JPA,NCPA Commission Approved 9/28/07.DOC
12
each party at the address indicated on this Agreement adjacent to the signature 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 Agreement,the prior JPA, as amended,
shall be of no further force and effect.
IN WITNESS WHEREOF,the parties hereto have executed this Agreement as of
the day,month,and year herein first above written.
CITY OF ALAMEDA APPROVED AS TO FORM:
By: By:
Its: Its:
Date:
BAY AREA RAPID TRANSIT DISTRICT APPROVED AS TO FORM:
By: By:
Its: Its:
Date:
CITY OF BIGGS APPROVED AS TO FORM:
By: By:
Its: Its:
Date:
JPA,NCPA Commission Approved 9/28/07.DOC 10
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
accomplishment of one or more of such purposes. Except as otherwise provided in
accordance with Article IV Paragraph 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 Paragraph 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 and shall make
an annual audit report to all parties of all receipts and disbursements,all in accordance
with section 6505 of the Government 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 Area Power Administration of the United States is not eligible - .
for membership herein under the terms of Article IV Paragraph 1, such purchaser may be
admitted as an associate member,by separate agreement 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 sea. Associate members shall pay such portions of the
costs of NCPA's operations as may be established in the membership agreement between
NCPA and the associate member, including payment of charges established by Article IV
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 Agreement 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 Paragraph 3(a), or by payments under Power Contracts or non-reimbursed
payments for preliminary costs made pursuant to Article IV Paragraph 3(b).
JPA,NCPA Commission Approved 9/28/07.DOC 8
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(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 agreements with such a
corporation;
(v) receive assignments of power supply contracts with the Western Area
Power Administration of the United States or others from 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 assigning party pay more for power,or receive an inferior
supply,than if it had not assigned.
2. The manner in which NCPA shall exercise its powers and perform its
duties is and shall be subject to the restrictions upon the manner in which a general law
city which is a member hereof could exercise such powers and perform 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 Agreement 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 Government Code of the
State of California, may be a party to this Agreement.
2. (a) Any public agency which qualifies under Article IV Paragraph 1 may
become a party to this Agreement by signing this Agreement and paying NCPA a pro-
rata share of organization,planning 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 parties given by the
withdrawing party at least two(2)years in advance of the effective date of such
termination.
JPA,NCPA Commission Approved 9/28/07.DOC 6
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 Government 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 Government Code,beginning with Section
6500. The Controller and the Treasurer shall each file an official bond in the amount
determined from time to time by the Commission.
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
Government Code beginning with section 54950, or in accordance with such other
regulations as the legislature may hereafter provide. Each party to this Agreement shall
authorize and designate one representative to vote for it at all meetings of the
Commission. In addition, each party to this Agreement shall designate 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 Paragraph 7 shall not be entitled to voting representation on the
Commission,but may designate 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 manner as Members.
8. (a) Each party to this Agreement, so long as this Agreement has not in
any way been terminated as to such party, 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 Agreement, 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 Agreement executed by all parties hereto.
(b) Notwithstanding the provisions of Article II Paragraph 8(a)to the
contrary, where agreements for NCPA projects or programs between and among NCPA
and its members provide for quorum or voting procedures, such agreed upon procedures
shall be utilized, including provisions for voting by project or program participation
JPA,NCPA Commission Approved 9/28/07.DOC 4
8
'eewhR
and capacity among themselves,or with each other, or with others,and any other power
reasonably necessary and appropriate to aid in the accomplishment 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 planning and operation,within the extent
permitted by the laws and regulations governing their respective operations and to the
extent each party 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 service,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 parties desire,by means of this Agreement to establish an
organization and procedure for such coordination and operation and to provide for the
general direction of such organization's policies, it being understood by all the parties
that:
(a) This Agreement is being executed initially by certain public
agencies,but it is the intent of the parties that others may associate, and the parties
signatory may re-associate themselves, later by signature to this Agreement and payment
of a pro-rata share of organizational,planning and other expenditures as determined by a
separate commission herein created;
(b) All parties 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 purpose of this Agreement to establish pursuant to the Joint
Exercise of Powers Act an agency to be known as the NORTHERN CALIFORNIA
POWER AGENCY for and with the purpose of acquiring and disposing of ownership
and use of revenue producing facilities, including electric generating and transmitting
JPA,NCPA Commission Approved 9/28/07.00C 2