HomeMy WebLinkAboutORDINANCE 18-100 0
ORDINANCE NO.18-10
AN ORDINANCE CONCERNING PLATTE RIVER POWER AUTHORITY AND THE
TOWN’S ELECTRIC FACILITIES;AUTHORIZING THE EXECUTION AND DELIVERY
OF AN AMENDED AND RESTATED ORGANIC CONTRACT ESTABLISHING
PLATTE RIVER POWER AUTHORITY AS A SEPARATE GOVERNMENTAL ENTITY
AND AN AMENDED CONTRACT FOR THE SUPPLY OF ELECTRIC POWER AND
ENERGY.
WHEREAS,the Board of Trustees has received,and there are now on file in the
office of the Town Clerk,an Amended and Restated Organic Contract Establishing
Platte River Power Authority as a Separate Governmental Entity and an Amended
Contract for the Supply of Electric Power and Energy;and
WHEREAS,the Amended and Restated Organic Contract Establishing Platte
River Power Authority as a Separate Governmental Entity is an agreement among the
Town of Estes Park and the Cities of Fort Collins,Longmont and Loveland,all in the
State of Colorado (‘Municipalities”);and
WHEREAS,the Amended Contract for the Supply of Electric Power and Energy
is an agreement between the Town and the Platte River Power Authority (“Authority”);
and
WHEREAS,the Amended Contracts are for the proper,efficient,and continuing
conduct of the Authority to perform its duties;and
WHEREAS,the Town,through its Light and Power Enterprise,owns,operates
and maintains electric light and power works and distribution systems to provide electric
service to its service area;and
WHEREAS,the Amended Contracts will allow the Town to continue to operate
its Light and Power Enterprise.
NOW,THEREFORE,BE IT ORDAINED BY THE BOARD OF TRUSTEES OF
THE TOWN OF ESTES PARK,COLORADO.
Section 1:That the Town contract with the other Municipalities as set forth in the
Amended and Restated Organic Contract Establishing Platte River Power Authority as
a Separate Governmental Entity in substantially the form as on file with the Town Clerk.
Section 2:That the Town contract with the Authority as set forth in the Amended
Contract for the Supply of Electric Power and Energy.
0 0
C 0
Section 3:That the officers of the Town as designated in each such Amended
Contract be directed to execute and deliver each Amended Contract.
PASSED AND ADOPTED BY THE BOARD OF TRUSTEES OF THE TOWN OF
ESTES PARK,COLORADO THIS flThAY OF ...SLL1 ,2010.
TOWN OF ESTES PARK
1:
ATTEST:
ma
Town Clerk
I hereby certify that the above Ordinance was introduced and read at a regular
meeting of the Board of Trustees on the ‘-day of
______________
2010
and published in a newspaper of general circulation in the Town of Etes Park,
Colorado,on the 3.Q day of
__________________,
2010,all as required by
the Statutes of the State of Colorado.
nfl
Jacl&Williamson,Town Clerk
0 0
-0
AMENDED CONTRACT FOR THE SUPPLY OF ELECTRIC POWER AND ENERGY
This contract,made this 1st day of September,2010,between PLATTE RIVER POWER
AUTHORITY,a political subdivision organized and existing under and by virtue of the laws of
the State of Colorado (hereinafter called ‘Platte River”)and the TOWN OF ESThS PARK,
COLORADO,a municipal corporation of the State of Colorado (hereinafter called “Estes Park.)
WITNESSETH:
WHEREAS,Platte River was formed by Estes Park,Fort Collins,Longmont,and
Loveland (hereinafter collectively called Municipalities)in order to provide the wholesale
power and energy requirements of the Municipalities in a reliable,cost-effective,and
environmentally responsible manner;and
WHEREAS,Platte River,owns,operates,and maintains electric generating facilities,
transmission lines,substations,and related facilities for the purpose of supplying electric power
and energy to the electric systems owned and operated by the Municipalities 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 the cities of Fort
Collins,Longmont,and Loveland;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 (1)Estes Park shall have the right to continue to
Estes Park Power Supply Agreement Amended and Restated 09/01/2010
Page lof 10
fl
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
new generation resource(s)owned and operated by Estes Park provided that the total rated
capacity of all such new generation is no greater than 1,000 kW or one percent of the peak load
of Estes Park,whichever is greater,provided further that if Estes Park develops new generation
resources of a total rated capacity as set forth above Platte River commits that it will meet with
Estes Park to discuss in good faith an increase in the total rated capacity limit,and (2)Estes Park
shall not be in violation of the all requirements purchase obligation herein when it purchases
power from net metered customers.
(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 rates 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 rates and on the terms and conditions as provided in the 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 llen,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
Estes Park Power Supply Agreement Amended and Restated 09/01/2010
Page 2 of 10
the rates for electric power and energy furnished hereunder and under similar agreements with
the other Municipalities and,if necessary,shall revise such rates to produce 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;
(iii)to make payments of principal 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 revision of the
rates with the effective date thereof,which shall be not less than thirty (30)days after the date of
the notice.All rate adjustments shall apply equally to all Municipalities to which Platte River
furnishes electric power and energy,uniess 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 rates 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 rates.
Article 3:Covenants of Platte River
(a)Platte 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 herein,
Platte River shall not be liable for any claim or 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
Estes Park Power Supply Agreement Amended and Restated 09/01/2010
Page 3 of 10
I
discretion,market and dispose of any surplus electric power and energy which it owns or
produces or which Platte River is obligated by contract to purchase,under the most
advantageous terms and conditions obtainable.
(c)Platte River shall carry out the planning,design,construction,and operating
decisions associated with the performance of its obligations under this Agreement in an
environmentally responsible manner.
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 Parks 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 Rivers
contract with the Western Area Power Administration,which requires,as a condition of the
purchase of federally generated power,that the Municipalities comply with certain provisions
of the General Power Contract Provisions,”which is attached hereto as Attachment A.Estes
Park acknowledges its compliance obligations under the General Power Contract Provisions,as
that document presently exists and as it may be modified in the future.
Article 5:Conditions of Delivery 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 and in the Tariff Schedules.
(b)Responsibilities for the facilities through which electric power and energy is
delivered are set forth in Attachment B of this Agreement,attached hereto and made a part
hereof.
Estes Park Power Supply Agreement Amended and Restated 09/01/2010
Page 4 of 10
(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 55D c rise,and in accordance with this Agreement.
(0 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 delivery.if new transmission is required,Estes Park shall give at least
four years written notice.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 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 supplying such additional capacity.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
Estes Park Power Supply Agreement Amended and Restated 09/01/2010
Page 5 of 10
oforanappropriatesharingoftheannualcostsofownershipandoperationsofsuch 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 July 1,Platte River shall consult Estes Park
concerning its requirements for transmission facilities to effect delivery of power and energy by
Platte River.The date for such annual consultation shall be set by agreement of the Parties.
(b)At least thirty (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
of power and energy covering a future period of ten (10)years.Platte River shall review Estes
Parks annual esth-nates and shall consider them in preparing Platte Rivers annual system plan.
Following Platte River’s annual consultations on delivery requirements with all Municipalities,
Platte River shall prepare an annual system plan for the delivery 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 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.Platte River’s annual system plan shall
include appropriate load flow and stability studies and a copy thereof shall be furnished to
Estes Park if requested.
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 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 Tariff Schedule or as otherwise agreed by the Parties.
Article 8: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
Estes Park Power Supply Agreement Amended and Restated 09/01/2010
Page 6 of 10
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 (1½0/)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 9:Meter Testing and Billing Adjustment
(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 whith are disclosed by test to be inaccurate shall be
corrected from the beginning of the monthly billing period immediately 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.
(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 revocable license to occupy the property of the other Party
necessary to deliver and receive power and energy under this Agreement as described in
Attachment B.Duly authorized representatives of either Party shall be permitted to enter the
premises of the other Party at all reasonable times in order to carry out the provisions of this
Agreement and those described in Attachment B.
Estes Park Power Supply Agreement Amended and Restated 09/01/2010
Page 7 of 10
Article 11:Uncontrollable Forces
Neither Party to this Agreement shall be considered to be in default in performance of
any 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 by,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.
Article 12:Enforceability
The Parties hereto recognize that there are legal constraints imposed upon them by the
constitution,statutes,and rules and regulations of the State of Colorado and of the United
States,and imposed upon them by their respective governing statutes,charters,ordinances,
rules and regulations,and that,subject to such constraints,the Parties intend to carry out the
terms and conditions of this Agreement.Notwithstanding any other provision of this
Agreement to the contrary,in no event shall either of the Parties exercise any power or take any
action which shall be prohibited by applicable law.Whenever possible,each provision of this
Agreement shall be interpreted in such a manner so as to be effective and valid under
applicable law.
Article 13:Term of Agreement
(a)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 July 1,1998.This Agreement shall remain in effect
Estes Park Power Supply Agreement Amended and Restated 09/01/2010
Page 8 of 10
0 -
until December 31,2050,and thereafter until terminated by either Party following not less than
twelve (12)months written notice to the other Party of its intention to terminate.
(b)The Transmission Facilities Agreement between Platte River and Estes Park dated
March 11,1980,shall be deemed terminated as of the date of this Agreement.
Article 14:Notices
Any formal notice provided for in this Agreement,and the payment of monies due,shall
be deemed properly sewed,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 Town of Estes Park,Colorado
Platte River Power Authority Town Administrator
2000 East Horsetooth Road P.0.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 15:Severability
In the event that any of the terms,covenants,or conditions of this Agreement or theft
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 09/01/2010
Page 9 of 10
Estes Park Power Suppiy Agreement Amended and Restated 09/01/2010
IN WITNESS WHEREOF,the Parties hereto have
and year first above written.
PLATTE RIVER POWER AUTHORiTY
ByU/A,(1ttoecL
caused this Agreement to be executed the day
._J_?OR3’”
General Manager
TOWN 0 EST SPARK /14-
Page 10 of 10
-0 AflACHMENT A I
EffetLive September 1,2007
WESTERN AREA POWER ADMINISTRATION
GENERAL POWER CONTRACT PROVISIONS
APPLICABILITY,
I.Applicability 1
II.DELIVERY OF SERVICE PROVISIONS I
2.Character of Service I
3.Use of Capacity or Energy in Excess of Contract Obligation I
4.Continuity of Service I
5.Multiple Points of Delivery 2
6.Metering 2
7.Exislence of Transmission Sen-ice Contract 3
8.Conditions of Transmission Sen’ice 3
9.Multiple Points of Delivery Involving Direct and Indirect Deliveries 3
10.Construction,Operation,and Maintenance of Contractors Power System 3
III.RATES,BILLING,AND PAYMENT PROVISIONS 4
II.Changeof Rates 1
12.Minimum Seasonal or Annual Capacity Charge 4
13.Billing and Payment 4
14.Nonpayment of Bills in Full When Due 5
15.Adjustments for Fractional Billing Period 5
16.Adjustments for Curtailments to Firm Service 5
IV.POWER SALES PRO VISIONS 6
17.Resale of Firm Electric Service (Wholesale Sales for Resale)6
18.Distribution Principles 6
19.Contract Subject to Colorado River Compact 6
V.FACILITIES PROVISIONS 7
20.Design Approval 7
21.Inspection and Acceptance 7
22.As-Built Drawings 7
23.Equipment Ownership Markers 7
24.Third-Party Use of Facilities S
25.Changes to Western Control Facilities 8
26.Modification of Western Facilities B
27.Transmission Rights B
28.Construction and Safety Procedures B
29.Environmental Compliance 9
30.Responsibility for RegWaled Materials 9
VI.OTHER PROVISIONS 10
31.Authorized Representatives of the Parties TO
32.Effect of Section Headings 10
33.Operating Guidelines and Procedures 10
34.Uncontrollable Forces 10
35.Liability 11
36.Cooperation of Contracting Parties 11
37.Transfer of Interest in the Contract or Change in Preference Status 11
38.Choice of Law and Forum 12
39.Waivers 12
40.Notices 12
41.Contingent Upon Appropriations and Authorization 13
42.Covenant Against ConUngent Fees 13
*43.Contract Work Hours and Safety Standards 13
44.Equal Opportunity Employment Practices 13
45.Use of Convict Labor 13
*Legal Citation Revised September 1,2007
___-__
Eflective September 1,2007
WESTERN AREA POWER ADMINISTRATION
GENERAL POWER CONTRACT PROVISIONS
1.APPLICABILITY.
1.Applicability.
1.1 These General Power Contract Provisions (Provisions)shall be a part of the contract to
which they are attached.In the event these Provisions differ from requirements of the contract,specific terms set
forth in the contract shall prevail.
1.2 If the Contractor has member utilities which are either directly or indirectly receiving
benefits from the contract,then the Contractor shall require such members to comply with Provisions 10,17,18,
19,29,30,36,43,44,and 45 of these General Power Contract Provisions.
H.DELIVERY OF SERVICE PROVISIONS.
2.Character of Service.
Electric energy supplied or transmitted under the contract will be three-phase,alternating
current,at a nominal frequency of sixty (60)hertz (cycles per second).
3.Use of Capacity or Energy in Excess of Contract Obligation.
The Contractor is not entitled to use Federal power,energy,or capacity in amounts greater than
the Western contract delivery obligation in effect for each type of service provided for in the contract except
with the approval of Western.Unauthorized overruns of contract delivery obligations shall be subject to charges
specified in the contract or the applicable rate schedules.Overruns shall not establish any continuing right
thereto and the Contractor shall cease any overruns when requested by Western,or in the case of authorized
overruns,when the approval expires,whichever occurs first.Nothing in the contract shall obligate Western to
increase any delivery obligation.If additional power,energy,or capacity is not available from Western,the
responsibility for securing additional power,energy,or capacity shalL rest whotly with the Contractor.
4.Continuity of Service.
Electric service will be supplied or transmitted continuously except for:(1)fluctuations,
interruptions,or reductions due to uncontrollable forces,as defined in Provision 34 (Uncontrollable Forces)
herein,(2)fluctuations,interruptions,or reductions due to operation of devices installed for power system
protection;and (3)temporary fluctuations,interruptions,or reductions,which,in the opinion of the party
supplying the service,are necessary or desirable for the purposes of maintenance,repairs,replacements,
installation of equipment,or investigation and inspection.The party supplying service,except in case of
emergency,will give the party to whom service is being provided reasonable advance notice of such temporary
interruptions or reductions and will remove the cause thereof with diligence.
I
S___-
Effective September 1,2007
5.Multiple Points of Delivery.
When electric service is supplied at or transmitted to two or more points of delivery under the
same rate schedule,said rate schedule shall apply separately to the service supplied at or transmitted to each
point of delivery;Provided,That where the meter readings are considered separately,and during abnormal
conditions,the Contractors system is interconnected between points of delivery such that duplication of
metered power is possible,the meter readings at each affected point of delivery will be adjusted to compensate
for duplication of power demand recorded by meters at alternate points of delivery due to abnormal conditions
which are beyond the Contractors control or temporary conditions caused by scheduled outages.
6.Metering.
6.1 The total electric power and energy supplied or transmitted under the contract will be
measured by metering equipment to be furnished and maintained by Western,a designated representative of
Western,or where situations deem it appropriate as determined by Western,by’the Contractor or its agent(s).In
the event metering equipment is furnished and maintained by the Contractor or its agent(s)and the equipment
is used for billing and other accounting purposes by Western,the Contractor shall ensure that the metering
equipment complies with applicable metering policies established by Western.
6.2 Meters shall be secured by appropriate security measures and meters shall not be
accessed except when the meters are to be inspected,tested,adjusted,or repaired.Representatives of affected
parties shall be afforded reasonable opportunity to be present upon such occasions.Metering equipment shall
be inspected and tested each year by the party responsible for meter maintenance,unless a different test interval
is determined in accordance with good utility practices by an applicable regional metering policy,or as agreed
upon by the parties.Meters shall also be tested at any reasonable time upon request by a party hereto,or by an
affecLed supplemental power supplier,transmission agent,or control area operator.Any metering equipment
found to be damaged,defective,or inaccurate shall be repaired and readjusted or replaced by the party
responsible for meter maintenance as soon as practicable.Meters found with security breaches shall be tested
for tampering and,if appropriate,meter readings shall be adjusted by Western pursuant to Provision 6.3 below.
6.3 Except as otherwise provided in Provision 6.4 hereof,shouLd any meter that is used by
Western for billing or other accounting purposes fail to register accurately,the electric power and energy
supplied or transmitted during the period of failure to register accurately,shall,for billing purposes,he
estimated by Western from the best available information.
6.4 If inspections and tests of a meter used by Western for billing or other accounting
purposes disclose an error exceeding 2 percent,or a lesser range in error as agreed upon by the parties,then a
correction based upon the inaccuracy found shall be made to the service records for the period of inaccuracy as
determined by Western.If the period of inaccuracy cannot be determined,the inaccuracy shall be assumed to
have existed during the entire monthly billing period immediately preceding the billing period in which the
inspection or test was made and the resulting correction shall be made accordingly.
6.5 Any correction in billing or other accounting information that results from a correction in
meter records shall be made in a subsequent monthly bill rendered by Western to the Contractor.Payment of
such bill shall constitute full adjustment of any claim between the parties arising out of inaccurate metering
equipment.
2
___--
Effective September 1,2007
7.Existence of Transmission Service Contract.
If the contract provides for Western to furnish services using the facilities of a third party,the
obligation of Western shall be subject to and contingent upon the existence of a transmission service contract
granting Western rights to use such facilities.If Western acquires or constructs facilities which would enable it
to furnish direct service to the Contractor,Western,at its option,may furnish service over its own facilities.
8.Conditions of Transmission Service.
8.1 When the electric service under the contract is furnished by Western over the facilities of
others by virtue of a transmission service arrangement,the power and energy will be furnished at the voltage
available and under the conditions which exist from time to time on the transmission system over which the
service is supplied.
8.2 Unless otherwise provided in the contract or applicable rate schedule,the Contractor
shall maintain a power factor at each point of delivery from Western’s transmission agent as required by the
transmission agent.
8.3 Western will endeavor to inform the Contractor from time to time of any changes
plarmed or proposed on the system over which the service is supplied,but the costs of any changes made
necessary in the Contractors system,because of changes or conditions on the system over which the service is
supplied,shall not be a charge against or a liability of Western.
8.4 If the Contractor,because of changes or conditions on the system over which service
under the contract is supplied,is required to make changes on its system at its own expense in order to continue
receiving service tinder the contract,then the Contractor may terminate service under the contract upon not less
than sixty (60)days written notice given to Western prior to making such changes,but not thereafter.
8.5 If Western notifies the Contractor that electric service provided for under the contract
cannot be delivered to the Contractor because of an insufficiency of capacity availabLe to Western in the facilities
of others over which service under the contract is supplied,then the Contractor may terminate service under the
contract upon not less than sixty (60)days written notice given to Western prior to the date on which said
capacity ceases to be available to Western,but not thereafter.
9.Multiple Points of Delivery Involving Direct and Indirect Deliveries.
When Western has provided line and substation capacity under the contract for the purpose of
delivering electric service directly to the Contractor at specified direct points of delivery and also has agreed to
absorb transmission service allowance or discounts for deliveries of energy’over other system(s)to indirect
points of delivery and the Contractor shifts any of its load served under the contract from direct delivery to
indirect delivery,Western will not absorb the transmission service costs on such shifted load until the unused
capacity,as determined solely by Western,available at the direct delivery points affected is fully utilized.
10.Construction,Operation,and Maintenance of Contractors Power System.
The Contractor shall,and,if applicable,shall require each of its members or transmission agents
to construct,operate,and maintain its power system in a manner which,as determined by Western,will not
3
—‘“•-—
Effective September 1,2007
interfere with the operation of the system of Western or its transmission agents over which electric services are
furnished to the Contractor under the contract,and in a manner which will coordinate with the protective
relaying and other protective arrangements of the system(s)of Western or Westerns transmission agents
Western may reduce or discontinue furnishing services to the Contractor if,after notice by Western,the
Contractor fails or refuses to make such changes as may be necessary to eliminate an unsatisfactory condition
on the Contractor’s power system which is determined by Western to interfere significantly under current or
probable conditions with any service supplied from the power system of Western or from the power system of a
transmission agent of Western.Such a reduction or discontinuance of service will not relieve the Contractor of
liability for any minimum charges provided for in the contract during the time said services are reduced or
discontinued.Nothing in this Provision shall be construed to render Western liable in any manner for any
claims,demands,costs,losses,causes of action,damages,or liability of any kind or nature arising out of or
resulting from the construction,operation,or maintenance of the Contractor’s power system.
lIT.RATES,BILLING,AND PAYMENT PRO VISIONS.
11.Change of Rates.
Rates applicable under the contract shall be subject to change by Western in accordance with
appropriate rate adjustment procedures.If at any time the United States promulgates a rate changing a rate then
in effect under the contract,it will promptly notify the Contractor thereof.Rates shall become effective as to the
contract as of the effective date of such rate.The Contractor,by written notice to Western within ninety (90)
days after the effective date of a rate change,may elect to terminate the service billed by Western under the new
rate.Said termination shall be effective on the last day of the billing period requested by the Contractor not later
than two (2)years after the effective date of the new rate.Service provided by Western shall be paid for at the
new rate regardless of whether the Contractor exercises the option to terminate service.
12.Minimum Seasonal or Annual Capacity Charge.
When the rate in effect under the contract provides for a minimum seasonal or annual capacity
charge,a statement of the minimum capacity charge due,if any,shall be included in the bill rendered for service
for the last billing period of the service season or contract year as appropriate,adjusted for increases or
decreases in the contract rate of delivery and for the number of billing periods during the year or season in
which service is not provided.Where multiple points of delivery are involved and the contract rate of delivery
is stated to be a maximum aggregate rate of delivery for all points,in determining the minimum seasonal or
annual capacity charge due,if any,the monthly capacity charges at the individual points of delivery shall be
added together.
13.Billing and Payment.
13.1 Western will normally issue bills to the Contractor for services furnished during the
preceding month within ten (10)days after the end of the billing period.
13,2 If Western is unable to issue timely monthly bill(s),Western may elect to render
estimated bill(s).Such estimated bill(s)shall be subject to the same payment provisions as final bill(s),and any
applicable adjustments will be shown on a subsequent monthly bill.
4
Effective September 1,2007
13.3 Payments of bills issued by Western are due and payable by the Contractor before the
close of business on the twentieth (20th)calendar day after the date of issuance of each bill or the next business
day thereafter if said day is a Saturday,Sunday,or Federal holiday.Bills shall be considered paid when
payment is received by Western.Bills will be paid electronically or via the Automated Clearing House method
of payment unless a written request to make payments by mail is submitted by the Contractor and approved by
Western.Should Western agree to accept payments by mail,these payments will be accepted as timely and
without assessment of the charge provided for in Provision 14 (Nonpayment of Bills in Full When Due)if a
United States Post Office first class mail postmark indicates the payment was mailed at least three (3)calendar
days before the due date.
13.1 The parties agree that net billing procedures will be used for payments due Western by
the Contractor and for payments due the Contractor by Western for the sale or exchange of electric power and
energy,use of transmission facilities,operation and maintenance of electric facilities,and other services.
Payments due one party in any month shall be offset against payments due the other party in such month,and
the resulting net balance shall be paid to the party in whose favor such balance exists.The parties shall
exchange such reports and information that either party requires for billing purposes.Net billing shall not be
used for any amounts due which are in dispute.
14.Nonpayment of Bills in Full When Due.
14.1 Bills not paid in full by the Contractor by the due date specified in Provision 13 (Billing
and Payment)hereof shall bear a charge of five hundredths percent (0.05%)of the principal sum unpaid for
each day payment is delinquent,to be added until the amount due is paid in full.Western will also assess a fee
of twenty-five dollars ($25.00)for processing a late payment.Payments received will first be applied to the
charges for late payment assessed on the principal and then to payment of the principal.
14.2 Western shall have the right,upon not less than fifteen (15)days advance written notice,
to discontinue furnishing the services specified in the contract for nonpayment of bills in full when due,and to
refuse to resume such services so long as any part of the amount due remains unpaid.Such a discontinuance of
service will not relieve the Contractor of liability for minimum charges during the time service is so
discontinued.The rights reserved to Western herein shall be in addition to all other remedies available to
Western either by law or in equity,for the breach of any of the terms hereof.
15.Adjustments for Fractional Billing Period.
The demand or capacity charge and minimum charges shall each be proportionately adjusted
when fractional billing periods are applicable under this contract.A fractional billing period can occur:(1)at
the beginning or end of electric service;(2)at the beginning or end of irrigation pumping service each year;(3)
for a fractional billing period under a new rate schedule;or (4)for fractional periods due to withdrawals of
electric services.The adjustment will be made based on the ratio of the number of hours that electric service is
available to the Contractor in such fractional billing period to the total number of hours in the billing period
involved.Energy billing shall not be affected by fractional billing periods.
16.Adjustments for Curtailments to Firm Service.
16.1 Billing adjustments will be made if firm electric service is interrupted or reduced because
of conditions on the power system of the United States for periods of one (1)hour or longer in duration each.
5
—I
“-0--
Effective September 1,2007
Billing adjustments will not be made when such curtailment of electric service is due to a request by the
Contractor or a discontinuance of electric service by Western pursuant to Provision 14 (Nonpayment of Bills in
Full When Due).For purposes of billing adjustments under this Provision,the term power system of the United
States shall include transmission facilities used under contract but not owned by the United States.
16.2 The total number of hours of curtailed firm electric service in any billing period shall be
determined by adding:(1)the sum of the number of hours of interrupted electric service to (2)the product,of
each reduction,of:the number of hours reduced electric service and the percentage by which electric service
was reduced below the delivery obligation of Western at the time of each said reduction of electric service.The
demand or capacity charge and applicable minimum charges shall each be proportionately adjusted in the ratio
that the total number of hours of electric service determined to have been curtailed bears to the total number of
hours in the billing period involved.
16,3 The Contractor shall make written claim within thirty (30)days after receiving the
monthly bill,for adjustment on account of any curtailment of firm electric service,for periods of one (1)hour or
longer in duration each,alleged to have occurred that is not reflected in said bill.Failure to make such written
claim,within said thirty-day (30-day)period,shall constitute a waiver of said claim.All curtailments of electric
service,which are due to conditions on the power system of the United States ,shall be subject to the terms of
this Provision;Provided,That withdrawal of power and energy under the contract shall not be considered a
curtailment of electric service.
IV.POWER SALES PROVISIONS.
17.Resale of Firm Electric Service (Wholesale Sales for Resale).
The Contractor shall not sell any firm electric power or energy supplied under the contract to any
electric utility customer of the Contractor for resale by that utility customer;Provided,That the Contractor may
sell the electric power and energy supplied under the contract to its members on condition that said members
not sell any of said power and energy to any customer of the member for resale by that customer.
IS.Distribution Principles.
The Contractor agrees that the benefits of firm electric power or energy supplied under the
contract shall be made available to its consumers at rates that are established at the lowest possible level
consistent with sound business principles,and that these rates will be estabLished in an open and public
manner.The Contractor further agrees that it will identify the costs of firm electric power or energy supplied
tinder the contract and power from other sources to its consumers upon request.The Contractor will
demonstrate compliance with the requirements of this Provision to Western upon request.
19.Contract Subject to Colorado River Compact.
Where the energy sold under the contract is generated from waters of the Colorado River system,
the contract is made upon the express condition and with the express covenant that all rights under the contract
shall be subject to and controlled by the Colorado River Compact approved by Section 13 (a)of the Boulder
Canyon Project Act of December 21,1928,43 U.S.C.§617a-e,and the parties to the contract shall observe and
be subject to and controlled by said Colorado River Compact in the construction,management,and operation of
the dams,reservoirs,and powerplants from which electrical energy is to be furnished by Western to the
6
Effective September 1,2007
Contractor tinder the contract,and in the storage,diversion,delivery,and use of water for the generation of
electrical energy to be delivered by Western to the Contractor under the contract.
V.FACILITIES PROVISIONS.
20.Design Approval.
All facilities,construction,and installation by the Contractor pursuant to the contract shall be
subject to the approval of Western.Facilities interconnections shall normally conform to Western’s current
General Requirements for Interconnection,’in effect upon the signing of the contract document providing for
each interconnection,copies of which are available from Western.At least ninety (90)days,unless otherwise
agreed,prior to the date the Contractor proposes to commence construction or to incur an obligation to
purchase facilities to be installed pursuant to the contract,whichever date is the earlier,the Contractor shall
submit,for the approval of Western,detailed designs,drawings,and specifications of the facilities the
Contractor proposes to purchase,construct,and install.The Contractor assumes all risks for construction
commenced or obligations to purchase facilities incurred prior to receipt of approval from Western.Western
review and approval of designs and construction work in no way implies that Western is certifying that the
designs meet the Contractor’s needs.
21.Inspection and Acceptance.
Western shall have the right to inspect the materials and work furnished by the Contractor,its
agents,employees,and subcontractors pursuant to the contract.Such inspections shall be at reasonable times at
the work site.Any materials or work that Western determines is defective or not in accordance with designs,
drawings,and specifications,as approved by Western,shall be replaced or modified,as directed by Western,at
the sole expense of the Contractor before the new facilities are energized.
22.As-Built Drawings.
Within a reasonable time,as determined by Western,alter the completion of construction and
installation of facilities pursuant to the contract,the Contractor shall submit to Western marked as-built prints
of all Western drawings affected by changes made pursuant to the contract and reproducible drawings the
Contractor has prepared showing facilities of Western.The Contractor’s drawings of Western facilities shall use
drawing title blocks,drawing numbers,and shall be prepared in accordance with drafting standards all as
approved by Western.Western may prepare,revise,or complete said drawings and bill the Contractor if the
Contractor fails to provide such drawings to Western within a reasonable time as determined by Western.
23,Equipment Ownership Markers.
23.1 The Contractor shall identify all movable equipment and,to the extent agreed upon by
the parties,all other salvageable facilities constructed or installed on the United States right-of-way or in
Western substations pursuant to the contract which are owned by the Contractor,by permanently affixing
thereto suitable markers clearly identifying the Contractor as the owner of said equipment and facilities.
23.2 If requested by the Contractor,Western shall identify all movable equipment and,to the
extent agreed upon by the parties,all other salvageable facilities constructed or installed on the Contractor’s
7
J
____________
0--
_
Effective September 1,2007
right-of-way or in the Contractors substations pursuant to the contract which are owned by the United States,
by permanently affixing thereto suitable markers clearly identifying the United States as the owner of said
equipment and facilities.
24.Third-Parts’Use of Facilities.
The Contractor shall notify Western of any proposed system change relating to the facilities
governed by the contract or allowing third-party use of the facilities governed by the contract.If Western
notifies the Contractor that said system change will,as solely determined by Western,adversely affect the
operation of Westerns system the Contractor shall,at no cost to Western,provide a solution to said adverse
effect acceptable to Western.
25.Changes to Western Control Facilities.
If at any time during the term of the contract,Western determines that changes or additions to
control,relay,or communications facilities are necessary to maintain the reliability or control of Westerns
transmission system,and said changes or additions are entirely or partially required because of the Contractors
equipment installed under the contract,such changes or additions shall,after consultation with the Contractor,
be made by Western with all costs or a proportionate share of all costs,as determined by Western,to be paid by
the Contractor.Western shall notify the Contractor in writing of the necessary changes or additions and the
estimated costs to be paid by the Contractor.If the Contractor fails to pay its share of said estimated costs,
Western shall have the right,after giving sixty (60)days written notice to the Contractor,to terminate the
applicable facility installation provisions to the contract and require the removal of the Contractors facilities.
26.Modification of Western Facilities.
Western reserves the right,at any time,to modify its facilities.Western shall keep the Contractor
informed of all planned modifications to Western facilities which impact the facilities installation pursuant to
the contract.Western shall permit the Contractor to change or modify its facilities,in a manner satisfactory to
and at no cost or expense to Western,to retain the facilities interconnection pursuant to the contract.At the
Contractors option,Western shall cooperate with the Contractor in planning alternate arrangements for service
which shall be implemented at no cost or expense to Western.The Contractor and Western shall modify the
contract,as necessary,to conform to the new facilities arrangements.
27.Transmission Ights.
If the contract involves an installation which sectionalizes a Western transmission line,the
Contractor hereby agrees to provide a transmission path to Western across such sectionalizing facilities at no
cost or expense to Western.Said transmission path shall be at least equal,in terms of capacity and reliability,to
the path in the Western transmission line prior to the installation pursuant to the contract.
28.Construction and Safety Procedures.
28.1 The Contractor hereby acknowledges that it is aware of the hazards inherent in high
voltage electric lines and substations,and hereby assumes full responsibility at all times for the adoption and
use of necessary safety measures required to prevent accidental harm to personnel engaged in the construction,
inspection,testing,operation,maintenance,replacement,or removal activities of the Contractor pursuant to the
8
Effective September 1,2007
contract.The Contractor and the authorized employees,agents,and subcontractors of the Contractor shall
comply with all applicable safety laws and building and construction codes,including the provisions of Chapter
1 of the Power System Operations Manual,entitled Power System Switching Procedure,and the Occupational
Safety and Health Administration regulations,Title 29 C.F.R.§1910 and 1926,as amended or supplemented.In
addition to the safety program required herein,upon request of the United States,the Contractor shall provide
sufficient information to demonstrate that the Contractors safety program is satisfactory to the United States.
282 The Contractor and its auLhorized employees,agents,and subcontractors shall familiarize
themselves with the location and character of all the transmission facilities of Western and interconnections of
others relating to the work performed by the Contractor under the contract.Prior to starting any construction,
installation,or removal work,the Contractor shall submit a plan of procedure to Western which shall indicate
the sequence and method of performing the work in a safe manner.No work shall be performed by the
Contractor,its employees,agents,or subcontractors until written authorization to proceed is obtained from
Western.
28.3 At all times when the Contractor,its employees,agents,or subcontractors are performing
activities of any type pursuant to the contract,such activities shall be under supervision of a qualified employee,
agent,or subcontractor of the Contractor who shall be authorized to represent the Contractor in all matters
pertaining to the activity being performed.The Contractor and Western win keep each other informed of the
names of their designated representatives at the site.
28.4 Upon completion of its work,the Contractor shall remove from the vicinity of the right-
of-way of the United States all buildings,rubbish,used materials,concrete forms,and other like material
belonging to the Contractor or used under the Contractor’s direction,and in the event of failure to do so the
same may be removed by Western at the expense of the Contractor.
28.5 In the event the Contractor,its employees,agents,or subcontractors fail to comply with
any requirement of this Provision,or Provision 21 (Inspection and Acceptance)herein,Western or an
authorized representative may issue an order to stop all or any part of the work until such time as the
Contractor demonstrates compliance with the provision at issue.The Contractor,its employees,agents,or
subcontractors shall make no claim for compensation or damages resulting from such work stoppage.
29.Environmental Compliance.
Facilities installed under the contract by any party shall be constructed,operated,maintained,
replaced,transported,and removed subject to compliance with all applicable laws,including but not limited to
the National Historic Preservation Act of 1966,16 U.S.C.§470x-6,the National Environmental Policy Act of
1969,42 U.S.C.§4321-4347,the Endangered Species Act of 1973,16 U.S.C.§1531-1544,and the Archaeological
Resources Protection Act of 1979,16 U.S.C.§470aa-470mm,and the regulations and executive orders
implementing these laws,as they may be amended or supplemented,as well as any other existing or
subsequent applicable laws,regulations,and executive orders.
30.Responsibility for Regulated Materials.
When either party owns equipment containing regulated material located on the other party’s
substation,switchyard,right-of-way,or other property,the equipment owner shall be responsible for all
activities related to regulated materials in such equipment that are necessary to meet the requirements of the
9
C cr
LIIective September 1,2007
Toxic Substances Control Act,15 U.S.C.§5 2601-2692,the Resource Conservation and Recovery Act,42 U.S.C.§5
6901-6992k,the Comprehensive Environmental Response,Compensation,and Liability Act of 1980,42 U.S.C.§5
9601-9675,the Oil Pollution Act of 1990,33 U.S.C.§92702-2761,the Clean Waler Act,33 U.S.C.§5 12514387,the
Sale Drinking Water Act,12 U.S.C.§5 300f-j26,and the regulations and executive orders implementing these
laws,as the)’may be amended or supplemented,and any other existing or subsequent applicable laws,
regulations,and executive orders.Each party shall label its equipment containing regulated material in
accordance with appropriate laws and regulations.If the party owning the equipment does not perform
activities required under appropriate laws and regulations within the time frame specified therein,the other
party may perform or cause to be performed the required activities after notice to and at the sole expense of the
party owning the equipment.
VI.OTHER PROVISIONS.
31.Authorized Representatives of the Parties.
Each party to the contract,by written notice to the other,shall designate the representative(s)who
is (are)authorized to act in its behalf with respect to those matters contained in the contract which are the
functions and responsibilities of the authorized representatives of the parties.Each party may change the
designation of its authorized representative(s)upon oral notice given to the other,confirmed promptly by
written notice.
32.Effect of Section Headings.
Section headings or Provision titles appearing in the contract or these General Power Contract
Provisions are inserted for convenience only and shall not be construed as interpretations of text.
33.Operating Guidelines and Procedures.
The parties to the contract may agree upon and put into effect from time to time,such other
written guidelines and procedures as may be required in order to establish the methods of operation of the
power system to be followed in the performance of the contract.
31.Uncontrollable Forces.
Neither party to the contract shall be considered to be in default in performance of any of its
obligations under the contract,except to make payment as specified in Provision 13 (Billing and Payment)
herein,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 nonaction by,or failure to obtain the necessary authorizations or approvals from,any
governmental agency or authority,which by 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 be construed to 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 the contract by reason of an
10
o-C
Effective September 1,2007
uncontrollable force shall give prompt written notice of such fact to the other party and shall exercise due
diligence to remove such inability with all reasonable dispatch.
35.Liability.
35.1 The Contractor hereby agrees to indemnify and hold harmless the United States,its
employees,agents,or contractors from any loss or damage and from any liability on account of personal injury,
death,or property damage,or claims for personal injury,death,or property damage of any nature whatsoever
and by whomsoever made arising out of the Contractors’,its employees’,agents’,or subcontractors’
construction,operation,maintenance,or replacement activities under the contract.
35.2 The United States is liable only for negligence on the part of its officers and employees in
accordance with the Federal Tort Claims Act,28 U.S.C.§1346(b),1346(c),2401(b),2402,2671,2672,2674-2680,
as amended or supplemented.
36.Cooperation of Contracting Parties.
If,in the operation and maintenance of their respective power systems or electrical equipment
and the utilization thereof for the purposes of the contract,it becomes necessary by reason of any emergency or
extraordinary condition for either party to request the other to furnish personnel,materials,tools,and
equipment for the accomplishment thereof,the party so requested shall cooperate with the other and render
such assistance as the party so requested may determine to be available.The party making such request,upon
receipt of properly itemized bills from the other party,shall reimburse the party rendering such assistance for
all costs properly and reasonably incurred by it in such performance,including administrative and general
expenses,such costs to be determined on the basis of current charges or rates used in its own operations by the
party rendering assistance.Issuance and payment of bills for services provided by Western shall be in
accordance with Provisions 13 (Billing and Payment)and 14 (Nonpayment of Bills in Full When Due)herein.
Western shall pay bills issued by the Contractor for services provided as soon as the necessary vouchers can be
prepared which shall normally be within twenty (20)days.
37.Transfer of Interest in the Contract or Chance in Preference Status.
37.1 No voluntary transfer of the contract or of the rights of the Contractor under the contract
shall be made without the prior written approval of the Administrator of Western.Any voluntary transfer of the
contract or of the rights of the Contractor under the contract made without the prior written approval of the
Administrator of Western may result in the termination of the contract;Provided,That the written approval of
the Administrator shall not be unreasonably withheld;Provided further,That if the Contractor operates a
project financed in whole or in part by the Rural Utilities Service,the Contractor may transfer or assign its
interest in the contract to the Rural Utilities Service or any other department or agency of the Federal
Government without such prior written approval;Provided further,That any successor to or assignee of the
rights of the Contractor,whether by voluntary transfer,judicial sale,foreclosure sale,or otherwise,shall be
subject to all the provisions and conditions of the contract to the same extent as though such successor or
assignee were the original Contractor under the contract;and,Provided further,That the execution of a
mortgage or trust deed,or judicial or foreclosure sales made thereunder,shall not be deemed voluntary
transfers within the meaning of this Provision.
11
•___--__
Effective September 1,2007
37.2 The Contractor shall maintain its status as an entity eligible for preference in Westerns
sale of Federal power pursuant to Reclamation law,as amended and supplemented.
37.3 Western shall give the Contractor written notice of Western’s proposed determination
that the Contractor has violated Provision 37.1 and Western’s proposed action in response to the violation.
37.4 The Contractor shall have 120 days after receipt of Westerns notice provided under
Provision 37.3 to submit a written response to Western.The Contractor may also make an oral presentation to
the Administrator during this 120-day period.
37.5 At any time during this process,the Contractor and Western may agree upon corrective
action to resolve Western’s proposed determination that the Contractor is in violation of Provision 37.1.
37.6 Within 30 days of receipt of the Contractors written response provided under Provision
37.1,Western will notify the Contractor in writing of its final decision.The Administrator’s written notice will
include the intended action,the effective date thereof,and the reasons for taking the intended action.
Implementation of the Administrator’s action shall take place no earlier than 60 days from the Contractor’s
receipt of such notice.
37.7 Any successor to Western shall be subject to all the provisions and conditions of the
contract to the same extent as though such successor were an original signatory to the contract.
37.8 Nothing in this Provision shall preclude any right to judicial review available to the
Contractor under Federal law.
38.Choice of Law and Forum.
Federal law shall control the obligations and procedures established by this contract and the
performance and enforcement thereof.The forum for litigation arising from this contract shall exclusively be a
Federal court of the United States,unless the parties agree to pursue alternative dispute resolution.
39.Waivers.
Any waivers at any time by either party to the contract of its rights with respect to a default or
any other matter arising under or in connection with the contract shall not be deemed a waiver with respect to
any subsequent default or matter.
40.Notices.
Any notice,demand,or request specifically required by the contract or these Provisions to be in
writing shall be considered properly given when delivered in person or sent by postage prepaid registered or
certified mail,commercial delivery service,facsimile,electronic,prepaid telegram,or by other means with prior
agreement of the parties,to each party’s authorized representative at the principal offices of the party.The
designation of the person to be notified may be changed at any time by similar notice.Where facsimile or
electronic means are utilized for any communication covered by this Provision,the sending party shall keep a
contemporaneous record of such communications and shall verify receipt by the other party.
12
Effective September 1,2007
41.Contingent Upon Appropriations and Authorization.
41.1 Where activities provided for in the contract extend beyond the current fiscal year,
continued expenditures by the United States are contingent upon Congress making the necessary
appropriations required for the continued performance of the United States obligations tinder the contract.In
case such appropriation is not made,the Contractor hereby releases the United States from its contractual
obligations and from all liability due to the failure of Congress to make such appropriation.
41.2 In order to receive and expend funds advanced from the Contractor necessary for the
continued performance of the obligations of the United States under the contract,additional authorization may
be required.In case such authorization is not received,the Contractor hereby releases the United States from
those contractual obligations and from all liability due to the lack of such authorization.
42.Covenant Against Contingent Fees.
The Contractor warrants that no person or selling agency has been employed or retained to solicit
or secure the contract upon an agreement or understanding for a commission,percentage,brokerage,or
contingent fee,excepting bona fide employees or bona fide established commercial or selling agencies
maintained by the Contractor for the purpose of securing business.For breach or violation of this warranty,
Western shall have the right to annul the contract without liability or in its discretion to deduct from the
contract price or consideration the full amount of such commission,percentage,brokerage,or contingent fee.
13.Contract Work Hours and Safety Standards.
The contract,to the extent that it is of a character specified in Section 103 of the Contract Work
Hours and Safety Standards Act (Act),40 U.S.C.§329,as amended or supplemented,is subject to the provisions
of the Act,40 U.S.C.§327-331,as amended or supplemented,and to regulations promulgated by the Secretary
of Labor pursuant to the Act.
44.Equal Opportunity Employment Practices.
Section 202 of Executive Order No.11246,30 Fed.Reg.12319 (1965),as amended by Executive
Order No.12086,43 Fed.Reg.46501 (1978),as amended or supplemented,which provides,among other things,
that the Contractor will not discriminate against any employee or applicant for employment because of race,
color,religion,sex,or national origin,is incorporated herein by reference the same as if the specific language
had been written into the contract,except that Indian Tribes and tribal organizations may apply Indian
preference to the extent permitted by Federal law.
45.Use of Convict Labor.
The Contractor agrees not to employ any person undergoing sentence of imprisonment in
performing the contract except as provided by 18 U.S.C.§3622(c),as amended or supplemented,and Executive
Order No.11755,39 Fed.Reg.779 (1973),as amended or supplemented.
13
Attachment B
Substation Cost and Maintenance Responsibility
And
Lease of 115kV Facilities
The following describes 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 Estes Park 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
equipment
•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 ll5kV/12.47 transformers,switchgear,feeder circuits,associated foundations
and oil containment structures,duct 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/confrol building or separate building,whichever is appropriate
•The DC power supply system and associated equipment or ½the 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 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
Estes Park PSA —Attachment B Amended and Restated 09/01/2010
0
Page 1 of 2
•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 115kV 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 September 1,2010.By
joint agreement between 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 115kV Line (Leased Facility)to Platte River through the term of
this Agreement 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 to 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.
Estes Park PSA —Attachment B Amended and Restated 09/01/2010
Page 2 of 2
C C
PLATTE RIVER PowER
AUTHORITY
ORGANIC CONTRACT
0 0
TABLE OF CONTENTS
1.0 EFFECTIVE DATE .2
2.0 ESTABLISHMENT OF PLAEFE RIVER POWER AUTHORITY 2
2.1 PURPOSES 3
2.2 FUNCTIONS,SERVICES,OR FACILITIES 4
2.3 BOARD OF DIRECTORS 6
2.4 OFFICERS 12
25 INDEMNIFICATION OF OFFICERS AND DIRECTORS 14
26 TERMOFCONTRACT 15
27 ASSETS AND PROPERTIES 15
2.8 DISTRIBUTION OF ASSETS UPON TERMINATION 16
29 SEAL 16
2.10 CONTRACTS 16
2.11 CHECKS,DRAFTS,AND OThER FINANCIAL DOCUMENTS 16
2.12 DEPOSITS 17
2.13 FISCAL YEAR 17
2.14 PRINCIPAL PLACE OF BUSINESS 17
3.0 GENERAL POWERS 17
4.0 POLITICAL SUBDIVISION 20
5.0 REVENUE BONDS 20
6.0 DEBT NOTTHATOF MUNICIPALITIES 21
7.0 FILING OF CONTRACT 21
8.0 NOTICES 21
9.0 SEVERABILITY 22
10.0 DUPLICATE ORIGINALS 22
C.
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
February 14,1977,and July 27,1978,and amended and restated the 315t day of March 1980,and
the 1st day of July,1998,and as further amended and restated on this
_____day
of ,2010,
by the parties to this Contract which are:TOWN OF ESTES PARK,COLORADO,a municipal
corporation of the Slate 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 U’Longmont”),and CITY OF
LOVELAND,COLORADO,a municipal corporation of the Slate 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 the
adjacent service area of the Fort Collins electric system;and
WHEREAS,Longrnont 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.§29-1-204,as then enacted,Platte River Power Authority (the “Authority”),as a
separate governmental entity and successor to a nonprofit corporation,to be the instrumentality
Organic Contract Amended and Restated /_/2010
Page 1 of 23
0 0
of the Municipalities and as such successor,to continue to supply their wholesale electric power
and energy requirements;and
WHEREAS,during 1998 the Municipalities contracted with one another to establish,
pursuant to the provisions of C.R.S.§29-1-203,the Authority as a separate legal entity and
multi-purpose intergovernmental authority to provide designated functions,services,or
facilities lawfiifly authorized to any combination of two or more of the Municipalities provided
that such function,service,or facility constitutes an “enterprise”as defined in subsection 2(d)of
Article X,Section 20 of the Colorado Constitution;and
WHEREAS,increased complexity and risk in the electric utility industry have created
the need to enhance utility image and customer loyalty,the Municipalities wish to clarify that
the Organic Contract authorizes the Authority to engage in a broad range of services which are
incidental to or supporuve of the Municipalities’continued ability to provide electric power and
energy services to their customers on a competitive basis;and
WHEREAS,the Municipalities acting through the Authority wish to ensure a source of
electric power and energy that is reliable,cost-effective,and environmentally responsible;and
WHEREAS,providing energy in an environmentally responsible manner requires that
the Authority incorporate environmental factors as an integral component of planning,design,
construction and operational decisions;arid
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 Municipalities do agree,as follows:
1.0 EFFECtIVE DATE
This Contraut,us hereby amended and restated,shall Inome effective when it
has been duly executed by all of the Municipalities.
2.0 ESTABLISHMENT OF PLATtE RIVER POWER AUTHORITY
As of June 17,1975,the Municipalities established a separate governmental
entity,to he known as Platte River Power Authority,to be used by the
Organic Contract Amended and Restated //2010
Page 2 of 23
te
o 0
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
established the Authority as a separate governmental entity and multi-purpose
intergovernmental authority to provide additional designated functions,
services,or facilities lawfully authorized to any combination of two or more of
the Municipalities,provided that such function,service,or facilities constitutes
an “enterprise”as defined in subsection 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)to provide the electric power and energy requirements of the
Municipalities and the retail customers within the Municipalities
in a reliable,cost-effective,and environmentally responsible
manner;
(ii)to engage in business activities related to the provision of electric
power and energy services,which may include hut are not limited
to investment in energy efficiency,renewable energy,demand
side management.and associated communication systems,that
the Board determines are likely to enhance the competitive
position of the Authority or [he Municipalities;and
(iii)to provide any additional designated function,service,or facility
lawfully authorized to any combination of two or more of the
Municipalities,provided that these constitute an “enterprise”as
defined in subsection 2(d)of Article X,Section 20 of the Colorado
Constitution.
Organic Contract Amended and Restated /J2O10
Page 3 of 23
0 0
A particular function,service,or facility shall he treated as designated as
a separate purpose under clause (iii)of the previous sentence only upon
receipt by each Municipality which is designating the function,service,or
facility to also he 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 he 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 he performed by the Authority setting forth the extent to
which the designated function,service,or facility is lawfully authorized
by 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 2(d)of Article X,
Section 20 of the Colorado Constitution.
2.2 FUNCTIONS,SERVICES,OR FACILITIES
The functions,services,or facilities to he provided by the Authority are:
The supplying of the electric power and energy requirements of the
Municipalities and retail customers within the Municipalities;and,the
provision of any additional function,service,or facility,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
delivering to the Municipalities,electric power and energy to the
extent of their requirements,including renewable energy
requirements;
Organic Contract Amended and Restated /J2010
Page 4 of 23
-j
0 0
(H)purchasing electric power and energy from electric utilities and
other producers of energy,as required to supply [1w
Municipalities and perform its other obligations;
(lii)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
advantageous terms and conditions obtainable,any 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 cost-effective,reliable,and environmentally
responsible products and services to improve the efficiency of
generation,transmission and use of electrical energy,which may
include hut are not limited to investment in energy efficiency,
renewable energy,demand side management,and associated
communication systems;
(vii)acquiring,constructing,owning,purchasing,selling,exchanging
or otherwise disposing of,reconstructing,improving,
rehabilitating,repairing,operating,and maintaining assets,
infrastructure,plants,systems,and related facilities or interests
therein;
(viii)developing products,services,infrastructure,and resources
related to such function,service,or facility for delivery to
Organic Contract Amended and Restated /12010
Page 5 of 23
0 0
appropriate markets in whole or in part for the benefit of the
inhabitants of the Municipalities;and
(ix)on termination of this Contract to vest hi the MunicipahUes all
right,tulle 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 SELECTION
Each Municipality shall he 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
desq’naled and shall serve as a member of the Board of
Directors ol the Authority contemporaneously with service
as Mayor;provided,however,that any Mayor may
designate some other member of the governing hoard of
such Municipality to serve as a Director of the Authority in
place of the Mayor.
(ii)APPOINTED DIRECTORS
The governing body of each of the Municipalities shall
appoint one (1)additional member to the Board of
Organic Contract Amended and Restaled _/__/2010
Page 6 of 23
0
Directors.Appointed Directors shall be selected for
judgment,experience,and expertise which make that
person 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 hoard 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,the term of the Appointed
Director for Fort Collins shall expire on December 31,2008,
the term of the Appointed Director for Longmont shall
expire on December 31,2010,and the temi of the
Appointed Director for Loveland shall expire on December
31,2009.Each successor shall be appoinled for a term of
four years from the date of the expiration of the term for
which the predecessor was appointed.
2.3.4 REMOVAL
Any Director appointed by the governing board of a Municipality
may he removed at any time by such governing hoard,with or
without cause.A Mayor will he automatically removed as a
Organic Contract Amended and Restated /J2010
0
Page 7 of 23
0 0
Director upon vacating the office of Mayor,and a member of the
Municipality’s 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 directorship 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
Directors may he reimbursed 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 he 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.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 /J2010
Page 8 o123
0 0
2.3.8 REGULAR MEETINGS
The Board of Directors may provide for the time and place for the
holding of regular meetings by resolution without notice to
Directors other than the resolution adopting the meeting schedule.
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 he 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 he deemed to he
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 prepaki.
2.3.1]WAIVER OF NOTICE
Whenever any notice is required to he 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,shaH he equivalent to the giving of
Organic Contract Amended and Restated //20l0
Page 9 of 23
0 0
such notice.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 adjourn the
meeting;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 he the act of the Board of Directors.
2.3.13 ATTENDANCE BY TELECONFERENCE
Directors may attend and fully participate in any meeting through
ekktnrnic teleconferencing.
2.3.14 VOTE IN CASE OF DEADLOCK
in the event the Board of Directors,at a meeting at which a
quorum is presenL 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 hall the prorortion 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
Organic Contract Amended and Reslated /J2010
Page 10 of 23
0 0
two months prior to the month of the deadlocked meeting
and paid for by the Municipality appointing such Director
bears to;
(H)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.
2.3.15 DUTIES
The duties of the Board of Directors shall he:
(i)To govern the business and affairs of the Authority.
(H)To exercise all powers of the Authority.
(iii)To comply with the provisions of parts 1,5,and 6 of
Article 1 of Title 29,C.R.S.
(iv)To adopt a fiscal resolulion,which complies with statutory
and other restrictions imposed by law on the affairs of the
Authority,to govern the financial transactions of the
Authority,including the receipL 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 11w Authority and to
report thereupon to the Board of Directors.
Organic Contract Amended and Restated //2O1O
Pagell of23
0 0
(v)To keep minutes of its proceedings.
2.4 OFFICERS
The officers of the Authority shall he a Chairman,Vice Chairman,
Secretary,Treasurer,General Manager and such other officers and
assistant officers as may be authorized by the Board of Directors to
perform such duties as may be assigned by the Board of Directors.The
Chairman and Vice Chairman shall he members of the Board of Directors,
but other officers of the Authority need not he 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 annual meeting of the
Board of Directors and until their successors are elected and
qualified.If the election of officers shall not he held at such
meeting,such election shall he 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 1w removed by the Board of Directors,with or
without cause,whenever in its judgment the best interests of the
AuthoriLy will he served thereby.
2.4.3 DUTIES OF OFFICERS
In addition to duties assigned by the Board of Directors,the
duties of the officers shall include the following:
Organic Contract Amended and Restated //2010
Page 12 of 23
0 0
(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,and shall perform such other duties as the
Board of Directors may prescribe.
(II)VICE CHAIRMAN
The Vice Chairman shall,in the absence of the Chairman,
or in the event of the Chairman’s inability or refusal to act,
perform the duties of the Chairman and when so acting
shall have all the powers of and he subject to all the
restrictions upon the Chairman.The Vice Chairman shall
also perform such other duties as may he prescribed by the
Board of Directors.
(Hi)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.
(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
Organic Contract Amended and Restated //2O1O
Page 13 oIZ%
0 0
by law,be responsible for the receipt,custody,thveswwnt,
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.
(v)GENERAL MANAGER
The General Manager shall he 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,
and shall he 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 in[erim General Manager to act as the principal
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 he 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 he indemnified by the
Organic Contract Amended and Restated /j 2010
Page 14 of 23
I
0 0
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 he involved or to which 1w/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 finauy
adjudged in such action,suit,or proceeding to be liable for gross
negligence or willful and wanton 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,hut only if
the Authority is advised in writing by its counsel that in his/her opinion
the person indemnified did not commit gross 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 OP CONTRACT
This Contract shall continue in force and effect until December 31,2050,
and until thereafter terminated by any Municipality following not less
than twelve (12)months written notice to the other Municipalities of its
intention to terminate;provided,however,that this Contract may he
amended,modified,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 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 he held in trust for the
purposes herein mentioned,including the payment of the liabilities of the
Organic Contract Amended and Restated //2010
Page 15 of 23
0 0
Authority.
2.8 DISTRIBUTION OF ASSETS UPON TERMINATION
In the event of the 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 [or by such Municipality,from the Authority and its
predecessor during their corporate existence,bears to (ii)the total dollar
amount of aN 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
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
Extept as otherwise provided by law,the Board of Directors may
authorize any officer or officers,agent or agents,to enter into an)’
contract,or execute and deliver any instrument in the name and on behalf
of the Authority.
2.11 CHECKS,DRAFTS,A\D OTHER FINANCIAL DOCUMENTS
All checks,drauts,or other orders for payment of money and all notes,
bonds,or other evidences of indebtedness issued iii the name of the
Authority shall he signed by such officer or officers,agent or agents,
employee or employees of the Authority and in such manner as shall be
determined by the fiscal resolution.
Organic Contract Amended and Restated /J2010
Page 16 of 23
0
2.12 DEPOSITS
All funds of the Authority shall he deposited in a manner set forth by the
fiscal resolution.
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.
3.0 GENERAL POWERS
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.
Organic Contract Amended and Restated .//2010
0
Page 17 of 23
0 0
(iv)FACILITIES
To acquire,construct,manage,maintain,and operate electric energy
facilities,works,and improvements 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
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 lessor or lessee),sell,or otherwise dispose of
an)?real or personal property,conmnhty,and service including,without
limitation,to huy,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.
Organic Contract Amended and Restated /32010
Page 18 of 23
I
a
(vi)CONDEMNATION
To condenm property for public use,if such property is not owned by
any public utility and devoted to such public use pursuant to slate
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,bifis 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,contracts,easements,revenues,and privileges of the
Authority wherever situated.
(viii)LITIGATION
To sue and he sued in its own 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.
Organic Contract Amended and Restated //2O1O
0
Page 19 of 23
0 0
(xli)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.
(xfli)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
aD of the powers granted in this Contract in joint partnership or
cooperative efforts and operations with others.
(xiv)OTHER POWERS
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 ContracL
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,
priviJeges,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 C.R.S.§29-1-20.4(7).
Organic Contract Amended and Restated //2010
Page 20 of 23
I
2:
6.0 DEBT NOT THAT OF MUNICIPALITIES
The bonds,notes,and other obligations of the Authority shall not be the debLs,
liabilities,or obligations of the Municipalities.
7.0 FILING OF CONTRACT
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.
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 mail,postage prepaid,to the persons
specified below:
Town of Estes Park,Colorado
c/o Town Administrator
P.O.Box 1200
Estes Park,Colorado 80517
City of Fort Collins,Colorado
do Utilities Executive Director
P.O.Box 580
Fort Collins,Colorado 80522
City of Longmont,Colorado
c/o Director of Longrnont Power &Communications
1100 South Sherman
Longmont,Colorado 80501
Organic Contract Amended and Restated //20l0
0 C
Page 21 of 23
0 0
CiLy of Loveland,Colorado
do Water and Power Director
200 North Wilson
Loveland,Colorado 80537
9.0 SEVERABILITY
In the event that any of the terms,covenants,or conditions of this Contract or
theft 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.
10.0 DUPLICATE ORIGINALS
This Contract may he executed in several counterparts,each of which will he an
original but all of which together shall constitute one and the same instrument.
Organic Contract Amended and Restated ../j’2O1O
Page 22 of 23
A -C
IN WITNESS WHEREOF,the Municipalities have caused this Contract,as amended,to
be executed as of the 1st day of September,2010.
TOWN OF ESTES PARK,COLORADO
By:
Mayor
rttoe&&O
CITY OF LOVELAND,COLORADO
By;CO 0
Mayor
APPROVED AS TO FORM:
By:
Assistant City Attorney
CITY OF LONGMONT,COLORADO
By’:
Mayo
AHEST:
By:
AnEST:
By:
By:
Organic Contract Amended and Restated 09/01/2010
APPROVED AS TO FORM:
AflEST:
By:’-t LL
City
AflEST:
City Clerk
Page 23 of 24
C)
APPROVED AS TO FORM AND SUBSTANCE:
Dçcfr of Longmont Power &Communications
APPROVED AS TO FORM:
o14ft4
V ‘As’sistant Citf Attorney
PROOFREAD:
U
Organic Contract Amended and Restated 09/01/2010
Page 24 of 24