HomeMy WebLinkAboutPACKET Utilities Committee 2008-06-12: f. . AGENDA TOWN OF ESTES PARK UTILITIES COMMITTEE 8:00 a.m. Thursday, June 12, 2008 Preparation date: June 3,2008 ACTION ITEMS PUBLIC COMMENT Light and Power Department 1. Action Item: Finalization of Organic Contract & Power Supply Agreement with PRPA a. Request to take to town board Water Department No Items IT Department No Items REPORTS: Light and Power 1. Pole Inspection Update 2. Mary's Lake Substation Update Water No reports !I No reports Note: The Utilities Committee reserves the right to consider other items not available at the time the agenda was prepared.
1 / • Cynthia Deats From: EP Administration [ir3045@estes.org] Sent: Monday, June 09, 2008 12:03 PM To: Cynthia Deats Subject: Job Done Notice(Send) ***************************** *** Job Done Notice(Send) *** ***************************** JOB NO. 0383 ST. TIME 06/09 11:58 PGS. 1 SEND DOCUMENT NAME TX/RX INCOMPLETE ----- TRANSACTION OK 5869561 KEPL 5869532 Trail Gazette 5861691 Channel 8 6353677 Reporter Herald 5771590 EP News ERROR ----- 1
. I, 1 TOWN of ESTES PARK Utilities Department ESTES PARK INTER-OFFICE MEMORANDUM COLORADO DATE: June 12,2008 TO: Utilities Committee FROM: Bob Goehring SUBJECT: Extension of Platte River Power Authority's Organic Contract & Power Supply Contract terms BACKGROUND In the mid 1960s, future limits on the availability of federal hydropower compelled the municipalities of Estes Park, Loveland, Longmont, and Fort Collins (Member Municipalities) to create a non-profit corporation that would purchase energy from the Bureau of Reclamation in a block for resale to the individual Member Municipalities. However, this corporation faced limitations because it was unable to issue tax-exempt bonds to finance capital proiects. At the time, legislation did not allow for the Member Municipalities to act iointly, so the matter was taken to the Colorado government. A subsequent amendment to the Colorado Constitution, ratified inl 974, allowed for the establishment of a power authority, a "separate governmental entity," with the power to own energy generation and transmission facilities with investor-owned and cooperative utilities. The Platte River Power Authority (PRPA) was established on June 16,1975, by the Member Municipalities through an Organic Contract which allowed PRPA to take the place of the previous non- profit corporation. One of the stipulations of the Organic Contract is the establishment of the "Power Supply Contract" between PRPA and each Member Municipality guaranteeing all power required by the Member Municipality is purchased from PRPA. Because many of the actions taken by the PRPA are long-term in nature, there has been a practice of re-extending the Organic Contract every 10 years so its term never falls below 30 years. The Organic Contract was extend in 1980 to December 31,2020, and again in 1998 through 2040. BUDGET Acct. # 2007 2008 502-6100-520.28-08 $4,645,508 $5,138,444 Purchased Power RECOMMENDATION Staff recommends extending the PRPA Organic Contract and the Power Supply Contract through 2050.
1 Fl TOWN of ESTES PARK Utilities Department ESTES PARK INTER-OFFICE MEMORANDUM COLORADO DATE: June 12,2008 TO: Utilities Committee FROM: Todd Steichen SUBJECT: Pole Testing Progress Report BACKGROUND The pole inspection program is designed as a maintenance system to track the condition of wooden utility poles for employee safety, liability, and future planning purposes. The first phase of this program - the Fall River Circuit - began this spring and to date, Power Pole Inspection Company, a privately-contracted firm, has inspected 692 poles. Of these, 18 are deemed Priority 4 - or of highest priority for replacement. This determination was made in each case by taking core samples of each pole. The most common cause for highest priority rating is pole rot (pole is hollowed out in the center). These poles will be replaced as time allows. Information gained from pole testing includes: 1. Type of construction and species of wood used 2. Height and year of construction 3. Treatment 4. Attachments 5. Clearance/code issues 6. Tree-trimming issues All inspected poles are being numbered and located using GPS for mapping purposes. It is proiected this year's phase will be completed this summer after inspecting approximately 4,000 poles out of an estimated 8,000. An additional $70,000 will be budgeted in 2009 to complete the proiect. It is interesting to note that poles in this climate are staying in good condition nearly twice as long (approximately 50-60 years) as poles in wetter climates. BUDGET 502-6301-540.25-32 2007 2008 Power Pole Inspection Co. was the bid winner. $35,000 $35,000 RECOMMENDATION N/A
1 ' • i, , i TOWN of ESTES PARK Utilities Department ESTES PARK INTER-OFFICE MEMORANDUM - COLORADO DATE: June 12,2008 TO: Utilities Committee FROM: Todd Steichen SUBJECT: Mary's Lake Substation Update BACKGROUND The Mary's Lake Substation, built in the early 1970s, was due to be upgraded in 2008. The upgrades include (2) new larger 25 MVA transformers & oil containment system, new control building, switchgear, SCADA system and new feeder cables. The rest of the substation yard including the 69,000 &115,000 volt transmission line, bus work & breakers have already been upgraded by P.R.P.A. & W.A.P.A. and are iust being inspected & tested. The new upgrades will allow for future loads and increased system reliability & redundancy. BUDGET 502-7001-580.33-30 $6,000,000 UPDATE The Mary's Lake Substation Upgrade Proiect started construction May 5th and is going well. The old control building, all the old switchgear & old underground cable have been removed. The (2) old substation transformers had their oil drained, radiators, bushings & arrestors removed and have been moved to their new homes in Loveland.
T S DRAFT PLATTE RIVER POWER AUTHORITY ORGANIC CONTRACT 09.r
r , TABLE OF CONTENTS 1.0 EFFECTIVE DATE 0 2.0 ESTABLISHMENT OF PLATTE RIVER POWER AUTHORITY 72 2.1 PURPOSES 4 2.2 FUNCTIONS, SERVICES, OR FACILITIES 2.3 BOARD OF DIRECTORS 65 -- 2.3.1 NUMBER - 6 2.3.2 SELECTION 2.3.3 TERM 76 2.3.4 REMOVAL F 2.3.5 VACANCIES 9 2.3.6 COMPENSATION Al 2.3.7 ANNUAL MEETINGS 2.3.8 REGULAR MEETINGS 98 2.3.9 SPECIAL MEETINGS 28 2.3.10 NOTICE OF MEETINGS 28 2.3.11 WAIVER OF NOTICE. 89 2.3.12 QUORUM log 2.3.13 VOTE IN CASE OF A DEADLOCK 1Qg 2.3.14 DUTIES 1140 2.4 OFFICERS liu 2.4.1 ELECTION OF OFFICERS AND TERMS OF OFFICE --- -----------"-----*···121=1 2.4.2 REMOVAL.. 124=1 2.4.3 DUTIES OF OFFICERS 1242 2.4.4 BONDS OF OFFICER€ 19@ 2.5 INDEMNIFICATION OF OFFICERS AND DIRECTORS 114@ 2.6 TERM OF CONTRACT 1514 2.7 ASSETS AND PROPERTIES 1214 2.8 DISTRIBUTION OF ASSETS UPON TERMINATION 194 2.9 SEAL 1 U.5 2.10 CONTRACTS 1645 2.11 CHECKS, DRAFTS, AND OTHER FINANCIAL DOCUMENTS............,......,.............198 2.12 DEPOcirrq . 161-i 2.13 FISCAL YEAR 1646 2.14 PRINCIPAL PLACE OF BUSINE« 1A:14 3.0 GENERAL POWERS 196 3.1 JOINT OWNERSHIP. 1248 3.2 OTHER POWERS 1244 4.0 POLITICAL SUBDIVISION 2Q=1g 5.0 REVENUE BOND€ 2m 6.0 DEBT NOT THAT OF MUNICIPALITIES 2Q=19 7.0 AUTHORITY IS SUCCESSOR 2800 8.0 FILING OF CONTRACT 282@ 9.0 NOTICES 2120 10.0 SEVERABILITY ??21 11.0 DUPLICATE ORIGINALS 7931 i
AMENDED AND RESTATED ORGANIC CONTRACT ESTABLISHING PLATTE RIVER POWER AUTHORITY AS A SEPARATE GOVERNMENTAL ENTITY THIS CONTRACT, originally made and entered into as of June 17, 1975, and amended F@bfua€ 14, 1977, and Jilly 27, 1978, and amended and restated the ilst day of March 1980, and the 1St day of Tuly, 1998, and as further amended and restated on this 44 day of July, 2008.49987 by the parties to this Contract which are: TOWN OF ESTES PARK, COLORADO, a municipal corporation of the State of Colorado ("Estes Park"), CITY OF FORT COLLINS, COLORADO, a municipal corporation of the State of Colorado ("Fort Collins"), CITY OF LONGMONT, COLORADO, a municipal corporation of the State of Colorado ("Longmont"), and CITY OF LOVELAND, COLORADO, a municipal corporation of the State of Colorado ("Loveland"). When specificity is not required, the municipal corporations which are parties hereto will hereinafter be individually referred to as "Municipality" and collectively as "Municipalities," WITNESSETH: WHEREAS, Estes Park owns and operates a municipal electric system which supplies electric power and energy at retail to users located within the town limits of Estes Park and the adjacent service area of the Estes Park electric system; and WHEREAS, Fort Collins owns and operates a municipal electric system which supplies electric power and energy at retail to users located within the city limits of Fort Collins; and WHEREAS, Longmont owns and operates a municipal electric system which supplies electric power and energy at retail to users located within the city limits of Longmont and the adjacent service area of the Longmont electric system; and WHEREAS, Loveland owns and operates a municipal electric system which supplies electric power and energy at retail to users located within the city limits of Loveland and the adjacent service area of the Loveland electric system; and WHEREAS, the Municipalities on June 17, 1975, established, pursuant to the provisions of C.R.S. 6=19:9-§ 29-1-204, as then enacted, the Platte River Power Authority (the "Authority"), as a separate governmental entity and successor to a nonprofit corporation, to be the Organic Contract Amended and Restated 1/1/2008 Page 1 of 23
' 1 instrumentality of the Municipalities and as such successor, to continue to supply their wholesale electric power and energy requirements; and WHEREAS, during 1998 the Municipalities contractednow wish to contract with one another to establish, pursuant to the provisions of C.R.S. §@eetien 29-1-203, the Authority as a separate legal entity and multi-purpose intergovernmental authority to provide designated functions, services, or facilities * lawfully authorized to any combination of two or more of the Munic*alities and-44-provided that such whiel• function, service, or facility constitutes and "enterprise" as defined in subsection@eetien 2(d) of Article X, Section 20 of the Colorado Constitution; and WHEREAS, increased complexitythe advent of wholesale competition and riskthe anticipation of retail whccling and competition in the electric utility industry have created the need to 0-enhance utility imagebrand identification and customer loyalty, by broadening the types of services offered to electric customers of the Municipalities and (ii) permit the Authority to scll at retail electric and other services, and the Municipalities wish to clarify that the Organic Contract authorizes the Authority to engage in a broad range of euelwelated-services which are incidental to or supportive of the Municipalities' continued ability to provide electric power and energy servicessewi€e to their customers on a competitive basis; and and to engage in retail calcs of electric power and energy; and WHEREAS, the Municipalities now wish to further amend the Organic Contract, to extend its term and to restate the amended provisions thereof in a single updated document. NOW, THEREFORE, the Municipalities do hereby amend and restate the Organic Contract, originally executed June 17, 1975, and subsequently amended, so that as hereby amended and restated it provides, and the Munic*alities do agree, as follows: 1.0 EFFECTIVE DATE This Contract, as hereby amended and restated, shall become effective when it has been duly executed by alland delivered on behalf of all the Munic*alities. 2.0 ESTABLISHMENT OF PLATTIE RIVER POWER AUTHORITY As of June 17, 1975, the Municipalities establish a separate governmental entity, to be known as Platte River Power Authority (the "Authority"), to be used by the Organic Contract Amended and Restated 1/1/2008 Page 2 of 23
r . Municipalities to effect the development of electric energy resources and the production and transmission of electric energy in whole or in part for the benefit of the inhabitants of the Municipalities. As of July 1, 1998, the Municipalities also establish the Authority as a separate governmental entity and multi-purpose intergovernmental authority to provide additional designated functions, services, or facilities fi> lawfully authorized to any combination of two or more of the Municipalities£ and--(ii>--whi€hprovided that such -function, service, or facilities constitutes an "enterprise" as defined in subsectiongeetien 2(d) of Article X, Section 20 of the Colorado Constitution. 2.1 PURPOSES The purposes of the Authority are to conduct its business and affairs for the benefit of the Municipalities and their inhabitants: (i) W to provide the electric power and energy requirements of the Munic*alities and the retail customers within the Municipalities, (ii) 99 to engage in business activities related to the provision of electric- power and energy services which the Board determines are likely to enhance the competitive position of the Authority or the Municipalitiesp and (iii) «Rili) to provide any additional designated function, service, or facility * lawfully authorized to any combination of two or more of the Municipalities, and **rovided that these each of which constitutes an "enterprise" as defined in subsectiongeetien 2(d) of Article X, Section 20 of the Colorado Constitution. Organic Contract Amended and Restated 1/1/2008 Page 3 of 23
1 A particular function, service, or facility shall be treated as designated as a separate purpose under clause (Giji) of the previous sentence only upon receipt by each Municipality which is designating the function, service, or facility to also be performed by the Authority of (a) a resolution adopted by unanimous vote of the Board of Directors of the Authority designating the function, service, or facility as a purpose to also be jointly exercised by the designating Municipalities through the Authority and (b) opinions of counsel to each Municipality which is designating the function, service, or facility to also be preformed by the Authority setting forth the extent to which the designated function, service, or facility is lawfully authorized such designating Municipality; and (c) an opinion of the Authority's bond counsel to the effect that the designated function, service, or facility constitutes an "enterprise" as defined in subsection@eetien 2(d) of Article X, Section 20 of the Colorado Constitution. 2.2 FUNCTIONS, SERVICES, OR FACILmES The functions, services, or facilities to be provided by the Authority are: 04 *Ihe supplying of the electric power and energy requirements of the Munic*alities and retail customers within the Municipalities; and£ 04 the provision of any additional function, service, or facility-¢4-law#wily authorized to any combination of two or more of the Municipalities and (ii) which constitutes an "enterprise" as defined in Section 2(d) of Article X, Section 20 of the Colorado Constitution which has been designated pursuant to the last sentence of Section 2.1 hereof, by means of: (i) acquiring, constructing, owning, reconstructing, improving, rehabilitating, repairing, operating and maintaining electric generating plants, transmission systems and related facilities, or interests therein, for the purpose of producing, transmitting and Organic Contract Amended and Restated 1/1/2008 Page 4 of 23
delivering to the Munic*alities, electric power and energy to the extent of their requirements, including renewable energy requirements; (ii) purchasing electric power and energy from electric utilities and other producers of energy, as required to supply the Municipalities and perform its other obligations; (iii) selling at wholesale to the Municipalities all of the electric power and energy produced or purchased by the Authority which the Municipalities require; (iv) selling, exchanging and otherwise disposing of, under the most economically advantageous terms and& conditions obtainable, any and-all-surplus power and energy or transmission capacity which the Authority owns, produces or purchases; (v) developing electric energy resources (including renewable sources) and producing and transmitting electric energy in whole or in part for the benefit of the inhabitants of the Municipalities; (vi) developing products and services to improve the efficiency of generation, transmission and use of electrical energy; 04(Vii) acquiring, constructing, owning, purchasing, selling, exchanging, or otherwise disposing ot reconstructing, improving, rehabilitating, repairing, operating, and maintaining assets, infrastructure, plants, systems, and related facilities or interests therein; Organic Contract Amended and Restated 1/1/2008 Page 5 of 23
fvi#(viii) developing products, services, infrastructure, and resources related to such function, service, or facility for delivery to appropriate markets in whole or in part for the benefit of the inhabitants of the Municipalities; and fv-iii)(ix) on-Fes€issien-ef termination of this Contract to vest in the Municipalities all right, title and interest of the Authority in or to all of its property and assets. 2.3 BOARD OF DIRECTORS The governing body of the Authority shall be a Board of Directors in which all legislative power of the Authority is vested. 2.3.1 NUMBER The number of Directors shall be eight (8). 2.3.2 SELEC11ON Each Municipality shall be represented by two (2) members on the Board of Directors of the Authority, who shall be designated or appointed as follows: (i) MAYORS The Mayor of each of the Municipalities is hereby designated and shall serve as a member of the Board of Directors of the Authority contemporaneously with service as Mayor; provided, however, that any Mayor may designate some other member of the governing board of such Municipality to serve as a Director of the Authority in place of the Mayor. (ii) APPOINTED DIRECTORS Organic Contract Amended and Restated 1/1/2008 Page 6 of 23
The governing body of each of the Municipalities shall appoint one (1) additional member to the Board of Directors. Appointed Directors shall be selected for judgment experience, and expertise which makes that personem particularly qualified to serve as a Director of an electric utility. 2.3.3 TERM The term of office of the Directors of the Authority shall be as follows: (i) MAYORS The Mayor of each Municipality, or the member of the Municipality's governing board designated by the Mayor, shall serve as a Director of the Authority for the same period of time that the Mayor serves as Mayor of that Municipality. (ii) APPOINTED DIRECTORS The term of the Appointed Director for Estes Park shall expire on December 31, 2011,=188@7 the term of the Appointed Director for Fort Collins shall expire on December 31, 2008,498@7 the term of the Appointed Director for Longmont shall expire on December 31, 2010.4982, and the term of the Appointed Director for Loveland shall expire on December 31,2009.1981: Each successor shall be appointed for a term of four years from the date of the expiration of the term for which the predecessor was appointed and until the successor is appointed and has qualified. 2.3.4 REMOVAL Any Director appointed by the governing board of a Munic*ality may be removed at any time by such governing board, with or without cause. A Mayor will be automatically removed as a Director upon vacatingu mmeve€i*em the office of Mayor, and a member of the Municipality's Organic Contract Amended and Restated 1/1/2008 Page 7 of 23
governing board designated to serve in place of a Mayor may be removed at any time by the Mayor, with or without cause. 2.3.5 VACANCIES A vacancy occurring in the directorship of an Appointed Director, whether such vacancy be the result of resignation, death, removal or disability, shall be filled by the appointment of a successor Appointed Director by the governing body of the Municipality which appointed the Director whose office has become vacant. In the case of a vacancy in the directorsh* of a Mayor or his designee from any Municipality, the vacancy shall be filled by the new Mayor or the Mayor's designation of some other member of the governing board of that Municipality. 2.3.6 COMPENSATION Directors shall not receive compensation for their services, but the-Beafd 4-Directors may be reimbursed, by resolution, provide for reimbursement to Directors of their actual expenses for attendance at meetings of the Board of Directors and for expenses otherwise incurred on behalf of the Authority. 2.3.7 ANNUAL MEETINGS An annual meeting of the Board of Directors shall be held within the first 120 days in each year at such place in Fort Collins, Colorado, as shall be designated in the notice of the meeting, to elect officers, to pass upon reports for the preceding fiscal year, and to transact such other business as may come before the meeting. If the day fixed for the annual meeting shall fall on a legal holiday, the annual meeting shall be held on the next cucceeding business day. Failure to hold the annual meeting at a designated time, or failure to hold the annual meeting in any year, shall not cause a forfeiture or dissolution or otherwise affect the Authority. Organic Contract Amended and Restated 1/1/2008 Page 8 of 23
2.3.8 REGULAR MEETINGS The Board of Directors may providefrom time to time provide, by unanimous resolution or by unanimous consent of all Directors, for the time and place for the holding of aigy=regular meetings bv resolution without notice to Directors other than theeuek resolution adopting the meeting schedule, except in the case of consent, when notice shall be given by the Secretary as hereinafter provided. 2.3.9 SPECIAL MEETINGS Special meetings of the Board of Directors may be called by the Chairman or any Director and it shall thereupon be the duty of the Secretary to cause notice of such meeting to be given as hereinafter provided. Special meetings of the Board of Directors shall be held at such time and place within the State of Colorado as shall be fixed by the Chairman or the Director calling the meeting. 2.3.10 NOTICE OF MEETINGS Written notice of the annual or of any special meeting of the Board of Directors shall be delivered to each Director not less than seven (7), nor more than thirty-five (35), days before the date fixed for such meeting, either personally or by mail, by or at the direction of the Secretary, or, upon his/her default, by the person calling the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the Director at his/her address as it appears on the records of the Authority, with postage theieen-prepaid. 2.3.11 WAIVER OF NOTICE Whenever any notice is required to be given to any Director of the Authority under the provisions of the law or this Contract, a waiver thereof in writing signed by such Director, whether before or after the time stated therein, shall be equivalent to the giving of such notice. Organic Contract Amended and Restated 1/1/2008 Page 9 of 23
Attendance of a Director at any meeting of the Board of Directors shall constitute a waiver by such Director of notice of such meeting except when such Director attends such meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. 2.3.12 QUORUM A majority of the number of Directors then in office shall constitute a quorum for the transaction of business; provided that, if less than a majority of the Directors then in office is present at a meeting, a majority of the Directors present may adjoum the meetingI·*em=*ime-te.time: and, provided further, that the Secretary shall notify any absent Directors of the time and place of such adjourned meeting. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. 2.3.13 ATTENDANCE BY TELECONFERENCE Directors may attend and fully participate in any meeting through electronic teleconferencing. 2:3.92.3.14 VOTE IN CASE OF A DEADLOCK In the event the Board of Directors, at a meeting at which a quorum is present, is deadlocked and unable to obtain a majority vote of the Directors present concerning a matter being considered for action, any Director may require a "Weighted Vote." A "Weighted Vote" shall then be taken with each Director's vote being given one half the proportion which: (i) the dollar amount of electric power and energy purchased from the Authority during the twelve-month period ending with the close of the billing period for the month two months prior to the month of Organic Contract Amended and Restated 1/1/2008 Page 10 of 23
the deadlocked meeting and paid for by the Munic*ality appointing such Director bears to; (ii) the dollar amount of all electric power and energy purchased from the Authority and paid for by the Municipalities during said twelve-month period. The act of a majority of the "Weighted Vote" shall be the act of the Board of Directors. 2.3.442.3.15 DUTIES The duties of the Board of Directors shall be: (i) To govern the business and affairs of the Authority. (ii) To exercise all powers of the Authority. (iii) To comply with the provisions of parts 1,5, and 6 of Article 1 of Title 29260# C.R.S. 892@>. (iv) To adopt a fiscal resolution, which complies with statutory and other restrictions imposed by law on the affairs of the Authority, to governthe financial transactions of the Authority, including the receipt, custody, and disbursement of its funds, securities, and other assets, and to provide for the services of a firm of independent certified public accountants to examine, at least annually, the financial records and accounts of the Authority and to report thereupon to the Board of Directors. (v) To keep minutes of its proceedings. Organic Contract Amended and Restated 1/1/2008 Page 11 of 23
.. 2.4 OFFICERS The officers of the Authority shall be a Chairman, Vice Chairman, Secretary, Treasurer, General Manager and such other officers and assistant officers as may be authorized by the Board of Directors *em™me·tetime-to perform such duties as may be assignedapp~eved by the Board of Directors. The Chairman and Vice Chairman shall be members of the Board of Directors, but other officers of the Authority need not be members of the Board of Directors. 2.4.1 ELECTION OF OFFICERS AND TERMS OF OFFICE At each annual meeting of the Board of Directors, the members of the Board of Directors shall elect officers who shall serve as such officers of the Authority until the next m€€eeding-·annual meeting of the Board of Directors and until their successors are elected and qualified. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as may be convenient. Vacancies or new offices may be filled at any meeting of the Board of Directors. 2.4.2 REMOVAL Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors, with or without cause, whenever in its judgment the best interests of the Authority will be served thereby. 2.4.3 DUTIES OF OFFICERS In addition to duties assigneddesignated by the Board of Directors, the duties of the officers shall include the following: (i) CHAIRMAN The Chairman shall preside at all meetings of the Board of Directors and, except as otherwise delegated by the Board of Directors, shall execute all legal instruments of the Authority, When and while a vacancy exists in the office of General Manager, Organic Contract Amended and Restated 1/1/2008 Page 12 of 23
the Chairman shall act as the principle executive officer of the Authe~ity:; and shall perform such other duties as the Board of Directors may prescribejfem·*Ene·te,ime- (ii) VICE CHAIRMAN The Vice Chairman shall, in the absence of the Chairman, or in the event of the Chairman'shis inability or refusal to act perform the duties of the Chairman and when so acting shall have all the powers of and be subject to all the restrictions upon the Chairman. The Vice Chairman shall also perform such other duties as may be prescribed by the Board of Directors.*em·*ime*e-time: (iii) SECRETARY The Secretary shall maintain the official records of the Authority, including all resolutions and regulations approved by the Board of Directors, the minutes of meetings of the Board of Directors, and a register of the names and addresses of Directors and officers, and shall issue notice of meetings, attest and affix the corporate seal to all documents of the Authority, and shall perform such other duties as the Board of Directors may prescribe,#fem-*ime*e-*imer (iv) TREASURER The Treasurer shall serve as financial officer of the Authority and shall, pursuant to the fiscal resolution adopted by the Board of Directors governing the financial transactions of the Authority and the restrictions imposed by law, be responsible for the receipt, custody, investment and disbursement of the Authority's funds and securities and for duties incident to the office of Treasurer, and shall perform other duties as the Board of Directors may prescribe. from time to time, (v) GENERAL MANAGER Organic Contract Amended and Restated 1/1/2008 Page 13 of 23
The General Manager shall be the principal executive officer of the Authority with full responsibility for the planning, operations, and administrative affairs of the Authority, and the coordination thereof, pursuant to policies and programs approved by the Board of Directors£-*em+ime·*e·*ime~ and shall be the agent for service of process on the Authority. When and while a vacancy exists in the office of General Manager, the Board of Directors shall appoint a qualified interim General Manager to act as the principale executive officer of the Authority. 2.4.4 BONDS OF OFFICERS The Treasurer and any other officer or agent of the Authority charged with responsibility for the custody of any of its funds or property shall give bond in such sum and with such surety as the Board of Directors shall determine. The Board of Directors in its discretion may also require any other officer, agent, or employee of the Authority to give bond in such amount and with such surety as it shall determine. The cost of such bond shall be an expense payable by the Authority. 2.5 INDEMNIFICATION OF OFFICERS AND DIRECTORS Each Director and officer of the Authority, whether or not then in office, and his/her personal representatives, shall be indemnified by the Authority against all costs and expenses actually and necessarily incurred by him/her in connection with the defense of any action, suit, or proceeding in which he/she may be involved or to which he/she may be made a party by reason of his/her being or having been such Director or officer, except in relation to matters as to which he/she shall be finally adjudged in such action, suit, or proceeding to be liable for willful or wanton negligence or misconduct in the performance of duty. Such costs and expenses shall include amounts reasonably paid in settlement for the purpose of curtailing the costs of litigation, but only if the Authority is advised in writing by its counsel that in his/her opinion the person indemnified Organic Contract Amended and Restated 1/1/2008 Page 14 of 23
did not commit such willful or wantongross negligence or willful and wanton misconduct. The foregoing right of indemnification shall not be exclusive of other rights to which he/she may be entitled as a matter of law or by agreement. 2.6 TERM OF CONTRACT This Contract shall continue in force and effect until December 31, 2050,20407 and until thereafter terminated by any Municipality following not less than twelve (12)6,6-0) months written notice to the other Municipalities of its intention to terminate; provided, however, that this Contract may be amended, modified, fes€inde* or terminated at any time by a written document approved and executed by each and every Municipality which is a party to this Contract; and, provided further, however, that this Contract may not in any event be-feseinded el terminated so long as the Authority has bonds, notes, or other obligations outstanding, unless provision for full payment of such obligations, by escrow or otherwise, has been made pursuant to the terms of such obligations. 2.7 ASSETS AND PROPERTIES All assets and properties of the Authority shall be held in trust for the purposes herein mentioned, including the payment of the liabilities of the Authority. 2.8 DISTRIBUTION OF ASSETS UPON TERMINATION In the event of the-feseissieR-ef termination of this Contract and the dissolution of the Authority, all of its assets shall immediately vest in the Municipalities. The assets of the Authority conveyed to each Municipality shall be that proportion which (i) the total dollar amount of electric power and energy purchased and paid for by such Munic*ality, from the Authority and its predecessor during their corporate existence, bears to (ii) the total dollar amount of all electric power and energy purchased and paid for by all of the Municipalities, from the Authority and its predecessor during their corporate existence. 2.9 SEAL Organic Contract Amended and Restated 1/1/2008 Page 15 of 23
The corporate seal of the Authority shall be in the form of a circle and have inscribed thereon the name of the Authority and the words "Corporate Seal," together with such insignia, if any, as the Board of Directors may authorize. 2.10 CONTRACTS Except as otherwise provided by law, the Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract, or execute and deliver any instrument in the name and on behalf of the Authority. 2.11 CHECKS, DRAFTS, AND OTHER FINANCIAL DOCUMENTS All checks, drafts, or other orders for payment of money and all notes, bonds, or other evidences of indebtedness issued in the name of the Authority shall be signed by such officer or officers, agent or agents, employee or employees of the Authority and in such manner as shall from time to time be determined by resolution of the Fiscal R the fiscal resolution.Board of Directors. 2.12 DEPOSITS All funds of the Authority shall be deposited in a manner set forth by infeem time to time to its credit, and pursuant to law, in such bank or banks as the Fiscal Rthe fiscal resolution.Board of Directors may select. 2.13 FISCAL YEAR The fiscal year of the Authority shall be the calendar year. 2.14 PRINCIPAL PLACE OF BUSINESS The principal place of business of the Authority shall be in Fort Collins, Colorado. Annually, on or before the first day of February of each year, and within thirty (30) days following any change, the Authority shall file with the Division of Local Government the name of the agent for service of process on the Authority and the address of its principal place of business. 3.0 GENERAL POWERS Organic Contract Amended and Restated 1/1/2008 Page 16 of 23
The general powers of the Authority shall include the following powers: (i) ELECTRIC ENERGY To develop electric energy resources and related services, and produce, purchase, and transmit electric energy, in whole or in part, for the benefit of the inhabitants of the Municipalities. (ii) CONTRACTS To make and enter contracts of every kind with the Municipalities, the United States, any state or political subdivision thereof, and any individual, firm, association, partnership, corporation or any other organization of any kind. (iii) AGENTS AND EMPLOYEES To employ agents and employees. (iv) FACILITIES To acquire, construct, manage, maintain, and operate electric energy facilities, works, and impiovkments and any interests therein, including, without limitation, to acquire, construct, reconstruct, improve, and rehabilitate, repair, operate, and maintain (separately or jointly) generating plants, transmission systems and related facilities for the purpose of delivering electrical power and energy generated thereby to the Municipalities, and any mine, well, pipeline, plant, structure, or other facility for the development, production, manufacture, storage, fabrication, or processing of fossil or nuclear fuel of any kind for use, in whole or in major part, in any of such generating plants, and any railroad cars, trackage, pipes, equipment and any structures or facilities of any kind used or useful in the transporting of fuel to any of such generating plants, and to sell, deliver, exchange, or otherwise dispose of the power and energy generated by said plants, and any of the waste or by-products Organic Contract Amended and Restated 1/1/2008 Page 17 of 23
therefrom, and to purchase, lease, or otherwise acquire and equip, maintain, operate, sell, assign, convey, lease, mortgage, pledge, and otherwise dispose of electrical generating plants, transmission systems and related facilities, together with all lands, buildings, equipment, and all other real or personal property, tangible or intangible, necessary or incidental thereto. (v) PROPERTY To acquire, hold, lease (as lesser or lessee), sell, or otherwise dispose of any real or personal property, commodity, and service including, without limitation, to buy, lease, construct, appropriate, contract for, invest in, and otherwise acquire, and to own, hold, maintain, equip, operate, manage, improve, develop, mortgage, and deal in and with, and to sell, lease, exchange, transfer, convey and otherwise dispose of and to mortgage, pledge, hypothecate and otherwise encumber real and personal property of every kind, tangible and intangible. (vi) CONDEMNATION To condemn property for public use, if such property is not owned by any public utility and devoted to such public use pursuant to state authority. (vii) DEBT To incur debts, liabilities, or obligations and to borrow money and, from time to time, to make, accept, endorse, execute, issue, and deliver bonds, debentures, promissory notes, bills of exchange, and other obligations of the Authority for monies borrowed or in payment for property acquired or for any of the other purposes of the Authority, and to secure the payment of any such obligations by mortgage, pledge, deed, indenture, agreement, or other collateral instrument, or by other lien upon, assignment of, or agreement in regard to, all or any part of the properties, rights, assets, Organic Contract Amended and Restated 1/1/2008 Page 18 of 23
contracts, easements, revenues, and privileges of the Authority wherever situated. (viii) LITIGATION To sue and to.be sued in its ewn-name. (ix) SEAL To have and to.use a corporate seal. (x) RATES To fix, maintain, and revise fees, rates, and charges for functions, services, or facilities provided by the Authority. (xi) REGULATIONS To adopt by resolution, regulations respecting the exercise of its power and the carrying out of its purposes. (xii) AGENTS To do and perform any acts and things authorized by this section under, through, or by means of an agent or by contracts with any person, firm, corporation or governmental entity., fiduciary, or independent contractor of the United States or any state or political subdivision thereof. (Xiii) JOINT OWNERSHIP To own, operate, and maintain real and personal property, and facilities in common with others, as permitted by law, and to conduct joint, partnership, cooperative, or other operations with others and to exercise all of the powers granted in this Contract in joint partnership or cooperative efforts and operations with others. (xiv) OTHER POWERS Organic Contract Amended and Restated 1/1/2008 Page 19 of 23
To exercise any other powers which are essential, necessary, incidental, convenient, or conducive to providing the wholesale electric power and energy requirements of the Municipalities, as well as to accomplishing the purposes, functions, services, and facilities set forth in Sections 2.0, 2.1, and 2.2 of this Organic Contract. 4.0 POLITICAL SUBDIVISION The Authority shall be a political subdivision and a public corporation of the State of Colorado separate from the Municipalities. It shall have the duties, privileges, immunities, rights, liabilities, and disabilities of a public body politic and corporate. 5.0 REVENUE BONDS The Authority is authorized to issue bonds, notes, or other obligations secured by its electric revenues pursuant to the terms, conditions, and authorization contained in 492@-C.R.S. § 29-1-204(7). 6.0 DEBT NOT THAT OF MUNICIPALITIES The bonds, notes, and other obligations of the Authority shall not be the debts, liabilities, or obligations of the Municipalities. 7.0 AUTHORITY IS SUCCESSOR The Authority is the successor to the Platte River Power Authority, a non profit corporation of the State of Colorado, whose corporate existence has bcen terminated, and as such successor the Authority shall hold all rights, interests, privileges, and properties of, and shall assume all obligations ot such non profit €efpeaties 8:07.0 FILING OF CONTRACT Organic Contract Alnended and Restated 1/1/2008 Page 20 of 23
A copy of this Contract shall be filed with the Division of Local Government of the State of Colorado within ten (10) days after its execution by the Municipalities. 9~8.0 NOTICES Any formal notice, demand, or request provided for in this Contract shall be in writing and shall be deemed properly served, given, or made if delivered in person or sent by registered or certified mai Postage prepaid, to the persons specified below: Organic Contract Amended and Restated 1/1/2008 Page 21 of 23
Town of Estes Park, Colorado c / 0 AGsistant Town Administrator P.O. Box 1200 Estes Park, Colorado 80517 City of Fort Collins, Colorado c /0 Utilities Executive Director@emeal·Manage, P.O. Box 580 Fort Collins, Colorado 80522 City of Longmont, Colorado c/o Director of Longmont Power & Communications:Eleetpie·and Telecommunications Utilities 1100 South Sherman Longmont, Colorado 80501 City of Loveland, Colorado c/o Water and Power Director 200 North Wilson Loveland, Colorado 80537 10.09.0 SEVERABILITY In the event that any of the terms, covenants, or conditions of this Contract or their application shall be held invalid as to any person, corporation, or circumstance by any court having jurisdiction, the remainder of this Contract and the application and effect of its terms, covenants, or conditions to such persons, corporation, or circumstances shall not be affected thereby. 446@10.0 DUPLICATE ORIGINALS This Contract may be executed in several counterparts, each of which will be an original but all of which together shall constitute one and the same instrument. Organic Contract Amended and Restated 1/1/2008 Page 22 of 23
IN WITNESS WHEREOF, the Municipalities have caused this Contract, as amended, to be executed as of the =** day of July, 2008.1998: TOWN OF ESTES PARK, COLORADO Attest: By: Mayor Town Clerk CITY OF FORT COLLINS, COLORADO Attest: By: Mayor City Clerk CITY OF LONGMONT, COLORADO Attest: By: Mayor City Clerk CITY OF LOVELAND, COLORADO Attest: By: Mayor City Clerk Organic Contract Amended and Restated 1/1/2008 Page 23 of 23
AMENDED CONTRACT FOR THE SUPPLY OF ELECTRIC POWER AND ENERGY This contract, made this 48& day of July, 4998,2008, between PLATTE RIVER POWER AUTHORITY, a political subdivision organized and existing under and by virtue of the - -lawsof the State of Colorado (hereinafter called "Platte River") and the TOWN OF ESTES PARK, COLORADO, a municipal corporation of the State of Colorado (hereinafter called "Estes Park"). WITNESSETH: WHEREAS, Platte River proposes to construct operate„ owns, operates and maintains electric generating p1aat67 facilities, transmission lines, substations, and related facilities and#e purchase or otherwise obtain electric power and energy for the purpose, among others, of supplying electric power and energy to municipal electric systems for resale; and WHEREAS, Platte River has heretofore entered into or will enter into agreements for the sale of electric power and energy similar in form to this Agreement with various municipalities operating electric systemothe cities of Fort Collins, Longmont and Loveland (which municipalities are hereinafter collectively called "Municipalities"); and WHEREAS, this Agreement replaces the Transmission Facilities Agreement between Platte River and Estes Park, dated March 11, 1980; and WHEREAS, Estes Park desires to purchase electric power and energy from Platte River on the terms and conditions herein set forth; NOW, THEREFORE, in consideration of the mutual undertakings herein contained, the Parties hereto agree as follows: Article 1: Sale and Purchase of Electric Power and Energy (a) Platte River shall sell and deliver to Estes Park and Estes Park shall purchase and receive from Platte River all electric power and energy which Estes Park shall require for the operation of its municipal electric system to the extent that Platte River shall have such power and energy available; provided, however, that Estes Park shall have the right to continue to generate its own power and energy to the extent of the capacity of its generating facilities in service on September 5, 1974. and may also generate power and energy for its own use from any Estes Park Power Supply Agreement Amended and Restated 1/1/2008 - Page 1 of 10
new generation resource(s) owned and operated by Estes Park provided that thewith-a total rated capacity of all such new generation is no greater than 1,000§9 kW or one percent of the peak load of Estes Park, whichever is greater. (b) Subject to the provisions of Article 2(a), Estes Park hereby binds itself to take and pay for all power and energy that is generated, purchased or otherwise obtained by Platte River, and is furnished to Estes Park for resale pursuant to Article 1(a) hereof, said payment to be made at the rate schedule :ct out in Attachment A, attached hereto and made a part hereof, or such amendments thereto as may from time to time bc made, as hereinafter provided.s set forth in the Tariff Schedules of Platte River in effect at the time the power and energy is furnished to Estes Park. Article 2: Rate for Power and Energy (a) Estes Park shall pay Platte River for all electric power and energy furnished hereunder at the raten and on the terms and conditions set-fee*has provided in A#aekment Afthe Platte River Tariff Schedules; provided, however, that notwithstanding any other provision of this Agreement, the obligation of Estes Park to pay Platte River for all electric power and energy furnished hereunder shall be, and is, a special obligation of Estes Park payable solely from revenues to be received by Estes Park from the sale of electric power and energy to its electric utility customers during the term hereof and is not a lien, charge, or liability against Estes Park or against any property or funds of Estes Park other than revenues to be received by Estes Park from the sale of electric power and energy to its electric utility customers during the term hereof, and the obligation to pay Platte River for all electric power and energy furnished hereunder does not constitute a debt, liability, or obligation of Estes Park other than from its revenues to be received from the sale of electric power and energy to its electric utility customers during the term hereof, and Estes Park is not otherwise obligated to pay such obligation. (b) The Board of Directors of Platte River at such intervals as it shall deem appropriate, but in any event not less frequently than once in each calendar year, shall review the ratef for electric power and energy furnished hereunder and under similar agreements with the other Municipalities and, if necessary, shall revise such rate 00 that it shalls to produce Estes Park Power Supply Agreement Amended and Restated 1/1/2008 Page 2 of 10
revenues which shall be sufficient, but only sufficient, with the revenues of Platte River from all other sources, (i) to meet the cost of operation and maintenance (including, without limitation, fuel, replacements, insurance, taxes, fees, and administrative and general - overhead expense) of the electric generating plants, transmission system, and related facilities of Platte River; (ii) to meet the cost of any power and energy purchased for resale hereunder by Platte River and the cost of transmission service; (iio to make payments of princ*al and interest on all indebtedness and revenue bonds of Platte River and provide an earnings margin adequate to enable Platte River to obtain revenue bond financing on favorable terms; and (iv) to provide for the establishment and maintenance of reasonable reserves. (c) Platte River shall cause a notice in writing to be given to each Municipality to which it furnishes electric power and energy, which notice shall set out each pepesed-revision of the rates with the effective date thereoft which shall be not less than thirty (30) days after the date of the notice, and shall set forth the basis upon which the rate is proposed to bc adjusted and-establisked.notice. All rate adjustments shall apply equally to all Municipalities to which Platte River furnishes electric power and energy, unless otherwise agreed upon, and shall not be discriminatory. Estes Park agrees that the rates from time to time established by the Board of Directors of Platte River shall be deemed to be substituted for the rate herein provided in Atta€kment-As presently contained in the Tariff Schedules and agrees to pay for electric power and energy furnished to it hereunder after the effective date of any revisions to the Tariff Schedules at such revised fate:rates. Article 3: Covenants of Platte River (a) After first satisfying the electric power and energy requirements of all Municipalities to which it furnishes electric power and energy, as such requirements are established from time to time, Platt River shall market and dispose of, under the most Estes Park Power Supply Agreement Amended and Restated 1/1/2008 - Page 3 of 10
economically advantageous terms and conditions obtainable, any :u'ld all surplus electric poiver and energy which it owns or produces or which Platt River is obligated by contract to Fifehaser **alplatte River shall use reasonable diligence to furnish a constant and uninterrupted supply of electric power and energy hereunder. If the supply of electric power and energy shall fail, or be interrupted, or become defective through uncontrollable forces£ as defined in--the Cencral Power Contract Provisions, Attachment B, attached hereto and made a part hefeelherein, Platte River shall not be liable thefefel-ep-for any claim of damages caused thereby. (b) After first satisfying the electric power and energy requirements of all Municipalities to which it furnishes electric power and energy, Platte River may, in its sole discretion, market and dispose of anv surplus electric power and energv which it owns or produces or which Platte River is obligated by contract to purchase, under the most advantageous terms and conditions obtainable. Article 4: Covenants of Estes Park (a) Estes Park agrees to maintain rates for electric power and energy furnished to its electric utility customers which will, after payment of all of Estes Park's costs of operation and maintenance (including, without limitation, replacements, insurance, administrative and general overhead expense), return to Estes Park sufficient revenue to meet its obligations to Platte River hereunder. (b) Estes Park shall not sell at wholesale any of the electric energy delivered to it hereunder to any of its customers for resale by that customer, unless such resale is specifically approved in writing by Platte River. (c) Estes Park acknowledges that it is familiar with the provision of Platte River's contract with the United-States,Western Area Power Administration, which requires, as a condition of the purchase of federally generated power pursuant to such contract,£ that Platte River make available the benefits thereof to the Municipalities at fair and reasonable terms and at the lowest possible rates consistentcomply with sound business principles, andcertain provisions of the "General Power Contract Provisions," which is attached hereto as Attachment A. Estes Park fufthee-acknowledges its compliance obligations under the General Power Estes Park Power Supply Agreement Amended and Restated 1/1/2008 Page 4 of 10
Contract Provisions, as that Platte River has encourageddocument presently exists and as it te implementmay be modified in the distribution principles of said provision and agrees to do serfuture. - Article 5: Conditions of Deliverv of Power and Energy (a) The electric power and energy to be furnished by Platte River shall be alternating current, sixty (60) hertz, three-phase, subject to conditions of delivery and measurement as hereinafter provided. (b) The points of delivery, delivery voltage, and other conditions of service governing Platte River's delivery and measurement of electric power and energy shall be in accordance with the Service Specifications set forth in Attachment @B of this Agreement attached hereto and made a part hereot as amended by the Parties from time to time. (c) Estes Park shall make and pay for all final connections between its system and the system owned by, or available to, Platte River at the points of delivery agreed upon. (d) Unless otherwise agreed, Estes Park shall install, own, and maintain the necessary substation equipment at the points of delivery from the system of, or available to, Platte River and shall install, own, and maintain switching and protective equipment of adequate design and sufficient capacity beyond such points of delivery to enable Estes Park to take and use the electric power and energy supplied hereunder without hazard to such system. (e) To provide adequate service to Estes Park, Platte River agrees to increase the capacity of an existing transmission point of delivery, or to establish a new transmission point of delivery at a mutually agreeable location, of a design capacity of not less than 10,000 kVa maximum nameplate rating at 55° C. rise, and in accordance with this Agreement. (f) Estes Park shall give Platte River at least two years written notice of the need to increase the capacity of an existing transmission point of delivery or the need for a new transmission point of deliverv.*helee# Uf me-new transmission is required, Estes Park shall give Platte Riveref at least four years written notice. if ncTv transmission ic required, and The notice shall specify the amount of additional or new capacity, the new transmission required, and the desired initial date of its operation. Platte River shall, within sixty (60) days after receipt of such notice, and on the basis of the best information available to Platte River from system plans and load projections for Estes Park, inform Estes Park in writing of Platte River's plans and Estes Park Power Supply Agreement Amended and Restated 1/1/2008 - Page 5 of 10
schedules with respect to the supply of the additional capacity requested by Estes Park, and shall thereafter keep Estes Park informed of Platte River's progress in supplving such additional capacitv. Any written notice requesting additional capacity at an existing point of delivery or the establishment of a new point of delivery shall provide to Platte River any and all authority necessary for its facilities to occupy the property of Estes Park during the period in which that point of delivery is used by Platte River for the delivery of power and energy. (g) If Estes Park requires the construction of a 115 kV or 230 kV transmission line for additional service where such line is a tap or radial line over which energy can flow in only one direction, as distinguished from a system line over which energy can flow in either direction, then ownership, operation and maintenance of such 115 kV or 230 kV transmission line will be undertaken by Platte River pursuant to a separate agreement with Estes Park which provides for an appropriate sharing of the annual costs of ownership and operation of such line for as long as such energy flow and delivery conditions prevail. Article 6: Consultation on System Planning (a) At least once each year, on or before Tulv 1, Platte River shall consult Estes Park concerning its requirements for transmission facilities to effect delivery of power and energv bv Platte River. The date for such annual consultation shall be set by agreement of the Parties. (b) At least thirtv (30) days prior to the date of such annual consultation, Estes Park shall provide Platte River with two (2) copies of its latest estimate of requirements for delivery te-*-of power and energv covering a future period of ten (10) years. Platte River shall review Estes Park's annual estimates and shall consider them in preparing Platte River's annual svstem plan. Following Platte River's annual consultations on delivery requirements with all Municipalities, Platte River shall prepare an annual svstem plan for the deliverv of power and energy to all Municipalities covering a future period of ten (10) years. Decisions regarding the construction of any transmission and delivery facilities to be under taken after March 1,1980, which are to be provided by Platte River primarily to supply Estes Park, will take into account Estes Park's long-range distribution requirements and COStS. and the long-range costs and benefits of alternative service plans, in determining the plan for 115 kV or 230 kV supply to Eetes·-Pailf. Platte River's annual system plan shall include appropriate load flow and stability studies and a copy thereof shall be furnished to Estes Parkee€h-·MunieipaUt, if requested. Estes Park Power Supply Agreement Amended and Restated 1/1/2008 - Page 6 of 10
Article 7: Measurement of Power and Energy (a) Metering equipment shall be furnished, installed, and maintained by Platte River at each point of delivery to Estes Park at the low voltage side of the transforming equipment Jeeated·+kefeat-or At such other points as agreed upon by the Parties. (b) Loss adjustments for low voltage side or remote metering shall be as specified in ~ the rate schedule in Attachment ATariff Schedules or as otherwise agreed by the Parties. ~ Article 08: Meter Readings and Payment of Bills (a) Platte River shall read meters and invoice Estes Park for power and energy furnished hereunder at approximately monthly intervals. Such invoices shall be due and payable to Platte River within fifteen (15) days from date of issuance and shall become delinquent thereafter. (b) If Estes Park's monthly bill becomes delinquent, late charges at the rate of a one and one-half percent (116 %) per month of the unpaid balance shall be added, and if such bill is delinquent for a period of fifteen (15) days or longer, Platte River may discontinue delivery of electric power and energy not less than fifteen (15) days following written notice to Estes Park. ~ Article 88: Meter Testing and Billing Adiustment (a) Platte River shall test and calibrate meters by comparison with accurate standards at intervals of twelve (12) months, and shall also make special meter tests at any time at Estes Park's request. The cost of all tests shall be borne by Platte River; provided, however, that if any special meter test made at Estes Park's request shall disclose that the meters are recording accurately, Estes Park shall reimburse Platte River for the cost of such test. Meters registering within two percent (2%) above or below normal shall be deemed to be accurate. (b) The readings of any meter which are disclosed by test to be inaccurate shall be corrected from the beginning of the monthly billing period inunediately preceding the billing period during which the test was made; provided, that no correction shall be made for a longer period than such inaccuracy is determined by Platte River to have existed. If a meter fails to register, the electric power and energy delivered during such period of failure shall, for billing purposes, be estimated by Platte River from the best information available. Estes Park Power Supply Agreement Amended and Restated 1/1/2008 Page 7 of 10
(c) Platte River shall notify Estes Park in advance of any meter reading or test so that Estes Park's representative may be present at such meter reading or test. Article *-10: Right of Occupancy and Access Both Parties shall have a license to occupy the property of the other Party necessary to deliver and receive power and energy under this Agreement. Duly authorized representatives of either Party he*ete-shall be permitted to enter the premises of heme*the other Party-hefete at all reasonable times in order to carry out the provisions he*eei.of this Agreement. Article 40:sll: Uncontrollable Forces 'Ihe rate schedule for power and energy (Attachment A), the Cencral Power Contract Provisions (Attachment B), and the service specifications applicable to Estes Park (Attachment C), all as amended from time to time pursuant to this Agreement arc annexcd hereto and incorporated herein. As used in such attachments, the term "Seller" shall mean Platte River and the term "Participant" shall mean Estes Park. Neither Party to this Agreement shall be considered to be in default in performance of anv of its obligations, except the agreement to make payment, when a failure of performance shall be due to an uncontrollable force. The term "uncontrollable force" means any cause beyond the control of the Party affected, including but not restricted to, failure of or threat of failure of facilities, flood, earthquake, storm, fire, lightning, epidemic, war, riot, civil disturbance or disobedience, labor dispute, labor or material shortage, sabotage, restraint by court order or public authority and action or inaction bv, or failure to obtain the necessary authorization or approvals from, any governmental agency or authority, which by the exercise of due diligence such Party could not reasonably have been expected to avoid and which by exercise of due diligence it shall be unable to overcome. Nothing contained herein shall require a Party to settle any strike or labor dispute in which it may be involved. Either Party rendered unable to fulfill any of its obligations under this Agreement by reason of an uncontrollable force shall give prompt written notice of such fact, if reasonable to do so, to the other Party and shall exercise due diligence to remove such inability with all reasonable dispatch. Estes Park Power Supply Agreement Amended and Restated 1/1/2008 - Page 8 of 10
~ Article 121: Term of Agreement This Agreement shall become effective when executed by both Parties, and shall amend and supersede the existing Contract for the Supply of Electric Power and Energy between Platte River and Estes Park, dated March 31, 1980.Tuly 1, 1992@08. This Agreement shall remain in effect until December 31, 204@2050, and thereafter until terminated by either Party following not less than si***welve (12) -months written notice to the other Party of its intention to terminate. Article 132: Notices Any formal notice provided for in this Agreement and the payment of monies due, shall be deemed properly served, given or made, if delivered in person or sent by regular mail to the persons specified below: For Platte River: For Estes Park: General Manager Assistant-Town Administrator Platte River Power Authority Town of Estes Park 2000 East Horsetooth Road P. O. Box 1200 Fort Collins, Colorado 80525 Estes Park, Colorado 80517 A copy of any such notice will also be provided to the Estes Park Utilities Director. ~ Article 134: Severability In the event that any of the terms, covenants, or conditions of this Agreement or their application shall be held invalid as to any person or circumstance by any Court having jurisdiction, the remainder of this Agreement and the application of its terms, covenants, or conditions to such persons or circumstances shall not be affected thereby. Estes Park Power Supply Agreement Amended and Restated 1/1/2008 Page 9 of 10
I . %.1 1 IN WI'IN ESS WHEREOF, the Parties hereto have caused this Agreement to be executed the day and year first above written. PLATTE RIVER POWER AUTHORITY ATTEST: By: By: | General Manager Secretary TOWN OF ESTES PARK ATTEST: By: By: Mayor Town Clerk Estes Park Power Supply Agreement Amended and Restated 1/1/2008 Page 10 of 10
. 4 Appendix A Substation Cost and Maintenance Responsibility And Lease of 115kV Facilities The follOwing desbribes the cost and maintenance responsibilities for Estes Park and Platte River at the existing Estes Substation and Marys Lake Substation. This description will also apply to any future substations that may be constructed by Estes Park. If any special arrangements are required for a new substation different from the understanding described below, it will be documented in a separate letter agreement between the Town and Platte River and attached hereto. Estes Park will furnish, own, and maintain at its expense the following items in each substation owned by Estes Park: • The substation site with sufficient space for both the Estes Park and Platte River equiprnent • Grading and surfacing within the fenced area • Access right-of-way and roads • Perimeter substation fence • Landscaping and maintenance of any grounds outside the fenced area • The 115kv/12.47 transformers, switchgear, feeder circuits, associated foundations and oil containment structures, duet banks, conduits, and all cabling, relays, and controls required to operate such equipment • The Estes Park switchgear room in a common Estes Park/Platte River switchgear/control building or separate building, whichever is al*ropriate • The DC power supply system and associated equipment or M the cost of a DC system shared with Platte River. • Substation site electric service • Substation yard lighting • Substation yard below grade grounding system Platte River will furnish own, and maintain at its expense the following items in each substation owned by the Estes Park: • All transmission equipment required at the appropriate voltage class to deliver electric capacity and energy to Estes Park's facilities including the transmission line transition structures, breakers, switches, bus system, relays, meters and associated controls • All foundations required for the Platte River equipment listed above • The Platte River control room in a combined Estes Park/Platte River switchgear/control building, or the cost of a separate control building, whichever is appropriate • Communication connections for use by both Estes Park and Platte River • A remote terminal unit (RTU), for shared use to transmit substation information to both Estes Park and Platte River • Weed control
Estes Park and Platte River will share equally the cost of any substation security deemed by both parties to be appropriate for the location of the substation. Lease of 115kV Facilities: Background - In the Transmission Facilities Agreement dated March 11, 1980, Estes Park leased multiple transmission facilities to Platte River. Through that agreement Platte River assumed responsibility for the 1 15kV transmission and substation facilities that served the Estes and Marys Lake Substations. Of the "Leased Facilities" listed in Exhibit "A" to Attachment C of the March 11,1980 Transmission Facilities Agreement, only the WAPA Tap to Marys Lake Substation 115kV Line still exists as of January 2008. By joint agreement bet<veen Estes Park and Platte River, all of the other facilities listed in Exhibit "A" have either been removed permanently from service or have been replaced by facilities owned by Platte River. Continuation of Lease: Estes Park agrees to continue the lease'of the WAPA Tap to Marys Lake Substation 1 15kV Line ("Leased Facility") to Platte River through the term of. this*greement or until such facility is permanently removed from service or replaced. Platte River shall continue to have the right to use the Leased Facility in whatever manner it shall determine fo be the most effective to meet its obligations under this Agreement and the local needs of Estes Park and to make whatever modifications, improvements, repairs and replacements it shall determine to be necessary to provide reliable service. Platte River shall not permit any lien or encumbrance to attach to the Leased Facility and shall deliver them up to Estes Park at the termination of this Agreement.
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