As used in ORS
262.015 to 262.105, unless the context requires otherwise:
(1) "Electric cooperative" means a cooperative corporation owning
and operating an electric distribution system.
(2) "Joint operating agency" means an agency organized by three or
more cities or people's utility districts under the laws of this state
for the purposes and according to ORS 262.005 to 262.105.
(3) "Privately owned electric utility company" means an electric
utility operated for profit and subject to regulation by the Public
Utility Commission of Oregon or the equivalent officer or commission of
any other state.
(4) "Utility properties" means plants, systems and facilities, and
any enlargement or extension thereof, used for or incidental to the
generation and transmission of electric power and energy, provided,
however, that it shall not mean facilities for uranium refining,
processing or reprocessing. [1973 c.722 §1; 2005 c.22 §190]
(1)
Any three or more cities or people's utility districts or combinations
thereof, organized under the laws of this state, may form a joint
operating agency to plan, acquire, construct, own, operate and otherwise
promote the development of utility properties in this state for the
generation and transmission of electric power and energy.
(2) A joint operating agency may participate with other publicly
owned utilities, including other joint operating agencies, or with
electric cooperatives, or with privately owned electric utility
companies, or with any combination thereof, for any purpose set forth in
subsection (1) of this section, whether such agencies or utilities are
organized or incorporated under the laws of this state or any other
jurisdiction. However, no joint operating agency may act alone or as the
managing participant to acquire, construct, own or operate utility
properties, nor may a joint operating agency own more than 50 percent of
any utility property, except combustion turbines.
(3) Joint operating agencies, cities, people's utility districts
and privately owned utilities, or combinations thereof, may participate
in joint ownership of thermal generation and transmission facilities in
accordance with ORS 225.450 to 225.490 or 261.235 to 261.255. [1973 c.722
§2]
A joint
operating agency shall be formed and come into existence by order of the
Director of the State Department of Energy in accordance with the
following procedures:
(1) The legislative body of each city and people's utility district
desiring to form and be a member of a joint operating agency shall adopt
an ordinance declaring their intention and authorizing formation and
membership. The ordinance shall be effective only if submitted to the
electors of the city or people's utility district voting on the ordinance
at any general election or at a special election called for that purpose.
The ordinance shall include:
(a) A statement of the purpose or purposes for which the joint
operating agency is to be formed.
(b) A finding by the legislative body that the formation of a joint
operating agency is necessary or desirable in order to plan for and
provide an adequate supply of electric energy to meet the needs of the
customers of publicly owned utilities in Oregon.
(c) A statement of the projected energy loads and resources relied
upon by the legislative body to support such finding.
(d) A general description of the means by which the joint operating
agency proposes to accomplish its purposes, including a description of
any specific utility properties then identified as a proposed activity of
the joint operating agency.
(e) A statement of the financial contribution, if any, to be made
by the city or district to the joint operating agency at the time of
organization as a condition of membership.
(2) Upon such approval of such an ordinance or ordinances, each
such city and district shall file with the director an application to
form and be a member of a joint operating agency. The application shall:
(a) State the proposed name of the operating agency, the proposed
address of its principal business office, and the purpose or purposes for
which it is to be formed;
(b) Contain a certified copy of the ordinance of each applicant
city and district as approved by the electors; and
(c) State generally how the joint operating agency proposes to
accomplish its purposes.
(3) The director shall cause notice of an application to be
published forthwith in the bulletin referred to in ORS 183.360. Such
notice shall:
(a) Summarize fairly the contents of the application;
(b) Fix a date not less than 20 nor more than 30 days after the
date of publication prior to which interested parties may submit in
writing any data, views, or arguments with respect to the application; and
(c) Fix a date not less than 30 nor more than 60 days after the
date of publication for the entry of an order approving or disapproving
an application.
(4) In considering the application, the director shall give full
and fair consideration to all data, views and arguments submitted on
behalf of the applicants or any other interested person.
(5) On or before the date fixed in subsection (3)(c) of this
section, the director shall enter an order establishing the joint
operating agency in accordance with the application if the director finds
(a) that the statements set forth in the application are substantially
correct; (b) that formation of the proposed joint operating agency is
necessary or desirable to plan for or provide an adequate supply of
electric energy to meet the needs of the customers of publicly owned
utilities in Oregon; and (c) that adequate provision has been or can be
made for financing the activities of the joint operating agency. The
joint operating agency shall be established as of the date of such order.
(6) If the director finds that the application is not in the
required form or that additional data is required to support the
application, the director shall enter an order so finding. Such an order
shall not preclude the applicants from filing a revised application based
upon the same approved ordinances.
(7) If the director does not enter an order as authorized under
subsection (5) or (6) of this section within 60 days after the date of
publication, the application shall be considered approved, and the joint
operating agency shall be established as of such 60th day.
(8) A joint operating agency, organized as provided by this section
shall have all of the powers and responsibilities contained in ORS
262.005 to 262.105.
(9) Any party who has joined in filing an application in accordance
with this section, or who has filed timely objections to such
application, and who feels aggrieved by any finding or order of the
director shall have the right of judicial review pursuant to ORS 183.480.
[1973 c.722 §3; 2003 c.186 §11]
(1) A
joint operating agency shall not have the right or power to levy taxes or
to assess its members for financial contributions. Each member city and
district shall have the power to contribute or advance to the joint
operating agency, solely out of surplus funds derived from utility
operations, such sums as may be duly authorized by the utility board of
the city, if there is one and, if there is no utility board, by the
legislative body of the city or the district.
(2) No member of a joint operating agency shall be required to
obligate all or any portion of its revenues to a joint operating agency
solely because of its membership.
(3) A member may, whenever authorized by its utility board if there
is one and, if there is no utility board, by its legislative body, enter
into contracts with the joint operating agency to purchase capacity,
energy or services and, as a part of such contracts, may agree to pay to
the joint operating agency such consideration and to provide such
security as it may determine advisable. [1973 c.722 §4]
(1) After the formation of a joint operating agency, the
legislative body of any city or district not a member of the joint
operating agency may adopt an ordinance and apply to the joint operating
agency for membership. Such an ordinance shall not be effective unless
approved by electors of the city or people's utility district as provided
by ORS 262.025.
(2) Upon the affirmative vote of a majority of the members of the
joint operating agency, as evidenced by resolutions adopted by their
respective legislative bodies and filed with the joint operating agency,
an application for membership shall be accepted. As a condition of
approving such an application, the members of a joint operating agency
may require the applicant to make contributions or commitments to place
the applicant in substantial parity with the existing members.
(3) A member may not withdraw from a joint operating agency, nor
may a joint operating agency be dissolved, while the agency has
outstanding revenue obligations for which repayment provision has not
been made. When a joint operating agency has no such outstanding revenue
obligations:
(a) Any member may withdraw from the joint operating agency, but
will thereby forfeit any and all rights and interests which it may have
in the agency and the assets thereof unless the remaining members, by
resolution of their respective legislative bodies and filed with the
joint operating agency, unanimously consent otherwise; however, a member
may not withdraw if, following its withdrawal, the joint operating agency
would have less than three members. Any withdrawing member shall remain
fully liable and responsible for all contractual obligations incurred by
it to the joint operating agency during the period of its membership
according to the terms of such obligations.
(b) The joint operating agency may be dissolved by the unanimous
agreement of the members, as evidenced by resolutions adopted by their
respective legislative bodies and filed with the joint operating agency.
After provision has been made for the payment of all of the dissolved
agency's debts and obligations, the members shall hold its remaining
assets as tenants in common. [1973 c.722 §5] (1) A
joint operating agency shall be managed and controlled by a board of
directors. The city's utility board, if there is one and if there is no
such board, the legislative body of each member city and district shall
appoint a representative to serve as a director on the board. However, if
the joint operating agency has less than four members, each member shall
appoint two representatives to serve as directors, each of whom shall
cast one-half of the votes to which the member is entitled as provided by
subsection (4) of this section. Each member may appoint one or more
alternates to serve as a director in the absence or disability of a
representative. Each representative and alternate shall serve at the
pleasure of the legislative body of the appointing member, but no
director shall serve following the withdrawal of the appointing member.
Notwithstanding any other provision of law or city charter a member may
appoint any of its officers and employees to serve as its representatives
and alternates. A joint operating agency may provide reasonable
compensation to its directors.
(2) Each director of a joint operating agency shall act as a
representative of the appointing member and shall report to and be bound
by the policy decisions of the utility board or legislative body thereof,
as the case may be.
(3) The board of the joint operating agency shall adopt rules for
calling and conducting its meetings and carrying out its business and
shall adopt an official seal. All proceedings of the board shall be by
motion or resolution, and shall be recorded in the minute book of the
board which shall be a public record. A majority of the board shall
constitute a quorum for the transaction of business; however, no motion
or resolution shall be adopted unless the directors voting are entitled
to cast a majority of the votes of all members of the joint operating
agency.
(4) At all meetings of the board, each member city and district
shall have one vote by virtue of its membership. The board of directors
of a joint operating agency shall provide by resolution for voting
procedures which shall take into account the relative population of the
members, together with their contributions to and energy purchases from
the joint operating agency, and which shall provide that the interests of
smaller members will be effectively represented.
(5) The board of directors shall elect a president, vice president
and secretary, who shall serve at the pleasure of the board. The officers
shall perform the duties delegated to them by the board.
(6) The board of directors shall appoint a treasurer, and may
appoint such other officers, agents and employees as it considers
appropriate and necessary to accomplish the purposes of the joint
operating agency, and may provide for their compensation, and for the
duties of such other officers, agents and employees. The board may
appoint trustees, paying agents, depositories and similar agents within
or without the State of Oregon.
(7) All meetings of the board of directors, except meetings on
matters involving the management of employees, and other labor matters,
shall be open to the public. [1973 c.722 §6](1) Except as permitted in ORS 262.085, the treasurer shall be
custodian of all funds of the joint operating agency and shall pay them
out only by order of the board, except as provided in subsection (2) of
this section.
(2) The board may delegate to the treasurer standing authority to
make payments of routine expenses as defined by the board.
(3) Before the treasurer enters upon the treasurer's duties, the
treasurer shall give bond or an irrevocable letter of credit to the joint
operating agency in an amount which the board finds by resolution will
protect the agency against loss, conditioned for the faithful discharge
of duties and further conditioned that all funds which the treasurer
receives as treasurer will be faithfully kept and accounted for. Any
letter of credit shall be issued by an insured institution, as defined in
ORS 706.008. The amount of the treasurer's bond may be increased or
decreased from time to time as the board may by resolution direct. The
surety on any such bond shall be a corporate surety authorized to do
business in this state. The premiums on the bond or the fee for issuing
the letter of credit of the treasurer shall be paid by the joint
operating agency.
(4) All moneys of the joint operating agency shall be deposited by
the treasurer in depositories designated by the board of directors, with
such security as may be prescribed by the board. The treasurer shall
establish a general fund and such special funds as may be created by the
board, to which the treasurer shall credit all funds of the joint
operating agency as the board by motion or resolution may direct.
(5)(a) The board shall adopt the uniform system of accounts
prescribed from time to time by the Federal Energy Regulatory Commission
and require that accounting for receipts and disbursements for the joint
operating agency be accomplished in accordance with the uniform system of
accounts.
(b) The board shall file with the Director of the State Department
of Energy an annual report in the form required by the Federal Energy
Regulatory Commission.
(c) An annual audit shall be made in the manner provided in ORS
297.405 to 297.555. A copy of such audit shall be filed in the office of
the Secretary of State and in the office of the Director of the State
Department of Energy.
(6)(a) The board of each joint operating agency may appoint a
manager. The manager shall be appointed for such term and receive such
salary as the board shall fix by resolution. Appointments and removals of
the manager shall be by resolutions adopted by a majority vote.
(b) In case of absence or temporary disability of the manager, the
board shall designate an acting manager.
(c) The manager shall be chief administrative officer of the joint
operating agency, shall have control of the administrative functions of
the joint operating agency and shall be responsible to the board for
efficient administration of all affairs of the joint operating agency
placed in the manager's charge. The manager may attend meetings of the
board and its committees and take part in discussion of any matters
pertaining to the manager's duties, but shall have no vote. The manager
shall:
(A) Carry out orders of the board and see that all laws of this
state pertaining to matters within the functions of the joint operating
agency are duly enforced;
(B) Keep the board advised as to the financial condition and needs
of the joint operating agency;
(C) Prepare an annual estimate for the ensuing fiscal year of the
probable expenses of the joint operating agency, and recommend to the
board what development work should be undertaken, and any extensions and
additions which should be made during the ensuing fiscal year, with an
estimate of the costs of such development work, extensions and additions;
(D) Certify to the board all bills, allowances and payrolls,
including claims due contractors of public works;
(E) Recommend to the board appropriate salaries of the employees of
the office, and scale of salaries or wages to be paid for different
classes of service required by the joint operating agency;
(F) Hire and discharge clerks, laborers and other employees under
the manager's direction; and
(G) Perform such other duties as may be imposed by the board. [1973
c.722 §7; 1977 c.774 §17; 1979 c.286 §4; 1991 c.331 §51; 1997 c.631 §430;
2001 c.104 §80](1) Each joint operating agency
shall be a political subdivision of the State of Oregon, and shall be a
municipal corporation with the right to sue and be sued in its own name.
Except as otherwise provided, a joint operating agency shall have all the
powers, rights, privileges and exemptions conferred on people's utility
districts.
(2) A joint operating agency shall have the power to acquire, hold,
sell and dispose of real and other property, within or without this
state, which the board of directors in its discretion finds reasonably
necessary or incident to the generation and transmission of electric
power and energy. However, such an agency shall not acquire or operate
any facilities for the distribution of electric energy.
(3) A joint operating agency shall have the power of eminent domain
which it may exercise for the purpose of acquiring property; however, a
joint operating agency shall not condemn any properties owned by a
publicly or privately owned utility which are being used for the
generation or transmission of electric energy or power or are being
developed for such purposes with due diligence, except to acquire a right
of way to cross such properties in a manner which will not interfere with
the use thereof by the owner.
(4) A joint operating agency shall have the power to enter into
contracts, leases and other undertakings considered necessary or proper
by its board, including but not limited to contracts for any term
relating to the purchase, sale, interchange, assignment, allocation,
transfer or wheeling of power with the Government of the United States,
or any agency thereof, and with any other municipal corporation or
privately owned utility, or any combination thereof, within or without
the state, and may purchase, deliver or receive power anywhere.
(5) A joint operating agency shall have the power to borrow money
and incur indebtedness, to issue, sell and assume evidences of
indebtedness, to refund and retire any indebtedness that may exist
against the agency or its revenues, and to pledge any part of its
revenues. A joint operating agency may borrow from banks or other
financial institutions such sums on such terms as the board considers
necessary or advisable. A joint operating agency may also issue, sell and
assume bond anticipation notes, refunding bond anticipation notes, or
their equivalent, which shall bear such date or dates, mature at such
time or times, be in such denominations and in such form, be payable in
such medium, at such place or places, and be subject to such terms of
redemption, as the board considers necessary or advisable. The issuance
and sale of revenue obligations by a joint operating agency shall be
governed by ORS 262.085.
(6) The joint operating agency may apply for, accept, receive and
expend appropriations, grants, loans, gifts, bequests and devises in
carrying out its functions as provided by law. [1973 c.722 §8]
REVENUE OBLIGATIONS(1) To accomplish any of its corporate purposes, a joint
operating agency shall have the power to issue revenue obligations
payable from the revenues derived by it from its ownership of, or its
participation in or contribution to the ownership or development of, any
one or more utility properties. The issuance of such revenue obligations
shall be governed by the provisions of subsections (2) to (13) of this
section.
(2) The board of directors shall issue revenue obligations only by
bond resolution. The bond resolution shall specify the corporate purposes
for which the proceeds of the revenue obligations shall be expended,
declare the cost of carrying out such purposes as nearly as possible,
contain such covenants, and provide for the issuance and sale of revenue
obligations in such form and amount as the directors determine. In
declaring such cost, the directors may include the funds necessary for
working capital, reserves, fuel and fuel assemblies, interest during
construction and for a reasonable period thereafter, the payment of
organizational and planning expenses, the repayment of advances and such
other expenses as may be reasonably necessary to carry out the purposes
of such resolution. The bond resolution may provide that utility
properties subsequently acquired or constructed by the joint operating
agency shall be considered betterments or additions to, or extensions of
the specified utility property, whether or not physically connected.
(3) The bond resolution may provide for the establishment of one or
more special funds, and such funds may be under the control of the board
or one or more trustees. The bond resolution may obligate the joint
operating agency to deposit and expend the proceeds of the revenue
obligations only into and from such fund or funds, and to set aside and
pay into such fund or funds any fixed proportion or fixed amount of the
revenues derived by it from any or all of its utility properties or other
corporate activities, as the board in its discretion considers in the
best interest of the agency. The board may issue and sell revenue
obligations payable as to interest and principal only out of such fund or
funds. In creating any special fund for the payment of revenue
obligations, the board shall have due regard to the cost of operation and
maintenance of the joint operating agency's utility properties, and to
any proportion or amount of the revenues previously pledged as a fund for
the payment of revenue obligations, and shall not obligate the agency to
set aside into such special fund or funds a greater amount or proportion
of the revenues and proceeds than in its judgment will be available over
and above such cost of maintenance and operation and the amount or
proportion of the revenues previously pledged.
(4) Any revenue obligations and the interest thereon issued against
any fund provided for in subsection (3) of this section shall be a valid
claim of the holder thereof only as against such special fund and the
proportion or amount of the revenues pledged to such fund, but shall
constitute a prior charge over all other charges or claims whatsoever,
against such fund and the proportion or amount of the revenues pledged to
the fund. Each revenue obligation shall state on its face that it is
payable from a special fund, naming the fund and the resolution creating
it, or shall describe the alternate method for the payment thereof as
provided by the resolution authorizing the fund.
(5) Any pledge of revenues or other moneys or obligations made by a
joint operating agency shall be valid and binding from the time that the
pledge is made and recorded in the minute book of the joint operating
agency. Revenues or other moneys or obligations so pledged and later
received by a joint operating agency shall immediately be subject to the
lien of the pledge without any physical delivery or further act. The lien
of the pledge shall be valid and binding against any parties having
claims of any kind in tort, contract or otherwise against a joint
operating agency, irrespective of whether such parties have notice
thereof. Neither the resolution nor other instrument by which a pledge is
created need be recorded except in the minute book of the joint operating
agency, nor shall the filing of any financing statement under the Uniform
Commercial Code be required to perfect such pledge.
(6) The revenue obligations issued under the provisions of
subsections (1) to (5) of this section shall bear such date or dates,
mature in such amounts at such time or times, be in such denominations,
be in such form, either coupon or registered or both, carry such
registration privileges, be made transferable, exchangeable and
interchangeable, be payable in such medium, at such place or places, and
be subject to such terms of redemption as the board of directors shall
declare in the bond resolution.
(7) Any resolution authorizing any revenue obligation, and any
revenue obligation, may provide for and contain such covenants in favor
of the purchaser or holder of such obligation as the board of directors
shall determine to be necessary, desirable, or convenient in order to
secure and protect the obligation and its purchaser or holder and to
enhance the marketability of the obligation. Among other things, such
covenants may define events of default, provide for the appointment of a
trustee or receiver in the event of default, and provide that any such
trustee or receiver may take possession and control of any portion or all
of the business and property of the joint operating agency upon the
occasion of any event of default.
(8) Notwithstanding any other provision of law, the revenue
obligations issued by a joint operating agency may be sold by the board
of directors upon such terms and conditions and at such rate or rates of
interest and for such price or prices as it may consider most
advantageous to the joint operating agency, with or without public
bidding. The board of directors may make contracts for the future sale
from time to time of revenue obligations by which the contract purchasers
shall be committed to the prices, terms and conditions stated in such
contract, and the board of directors may pay such consideration as it
deems proper for such commitments.
(9) The board of directors may provide by resolution for the
issuance of funding and refunding revenue obligations in order to take up
and refund any one or more series, or portion of a series, of outstanding
revenue obligations at such time or times at or prior to the maturity
thereof as it may determine. Such refunding revenue obligations may be
sold or exchanged at par or otherwise as the board of directors
determines is in the best interest of the joint operating agency.
(10) The board of directors may provide in any contract for the
construction, acquisition or improvement of utility properties that
payment shall be made only in outstanding revenue obligations at their
par value.
(11) All revenue obligations issued pursuant to this section shall
be legal securities which may be used by any bank or trust company for
deposit with the State Treasurer or a county treasurer or city treasurer,
as security for deposits in lieu of a surety bond under any law relating
to deposits of public moneys and shall constitute legal investments for
trustees and other fiduciaries other than corporations doing a trust
business in this state and for savings and loan associations, banks and
insurance companies doing a trust business in the state. All such revenue
obligations and all coupons appertaining thereto shall be negotiable
instruments within the meaning of and for all purposes of the law of this
state.
(12) All revenue obligations issued pursuant to this section, the
interest thereon, and investment income therefrom shall be exempt from
all taxes levied by the state, its agencies, instrumentalities, and
political subdivisions.
(13) Neither the board of directors of the joint operating agency
nor any person executing any revenue obligation or other evidence of
indebtedness shall be liable personally thereon or shall be subject to
personal liability or accountability by reason of the issuance thereof.
[1973 c.722 §9]RATES The board of
directors shall establish rates and collect charges for electric power
and energy and related services sold, furnished or supplied by the joint
operating agency. Such rates and charges shall be fair, nondiscriminatory
and at least adequate to provide revenues sufficient for:
(1) Payment of the principal of and interest on those obligations
of the joint operating agency for which payment has not otherwise been
provided;
(2) All payments which the agency is obligated to set aside in any
special fund for the repayment of obligations and to provide reserves
therefor;
(3) Payment of taxes as provided by ORS 262.105; and
(4) Payments for the proper administration, operation, maintenance,
repair, renewals and replacements of utility properties of the joint
operating agency and to provide reserves therefor. [1973 c.722 §10]MISCELLANEOUSAll property, real and personal, owned, used, operated or
controlled by a joint operating agency for the transmission, production
or furnishing of electric power or energy shall be assessed and taxed in
the same manner and for the same purposes as similar property owned,
used, operated or controlled by private corporations, other than electric
cooperatives, for the purpose of furnishing electric power or energy to
the public. The joint operating agency and its directors and officers
shall be subject to the same requirements as are provided by law in
respect to such assessment and taxation. All taxes so levied shall be
payable by the joint operating agency out of its revenues as an expense
of its operation. [1973 c.722 §11]
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