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HomeMy WebLinkAbout06/13/2024 - ENERGY BOARD - AGENDA - Regular Meeting ENERGY BOARD REGULAR MEETING June 13, 2024 – 5:30 pm 222 Laporte Ave – Colorado Room Zoom – See Link Below 1. [5:30] CALL MEETING TO ORDER 2. [5:30] PUBLIC COMMENT 3. [5:35] APPROVAL OF MAY 9, 2024 MINUTES 4. [5:45] STAFF REPORTS (Discussion, 15 Min.) • Introduction to the Integrated Resource Plan (Packet Item Only) Michael Authier, Mechanical Engineer III 5. [6:00] OVERVIEW OF POWER SUPPLY AGREEMENT (Discussion, 45 Min.) Cyril Vidergar, Assistant City Attorney II 6. [6:45] VPP DEFINITION & CONSUMER IMPLEMENTATION INTRO (Discussion, 60 Min.) Brian Tholl, Senior Manager, Mechanical Engineer 7. [7:45] BOARD MEMBER REPORTS (5 min.) 8. [7:50] FUTURE AGENDA REVIEW (5 min.) 9. [7:55] ADJOURNMENT Participation for this Energy Board Meeting will be in person in the Colorado Room at 222 Laporte Ave. You may also join online via Zoom, using this link: https://fcgov.zoom.us/j/96707441862 Online Public Participation: The meeting will be available to join beginning at 5:15 pm, June 13, 2024. Participants should try to sign in prior to the 5:30 pm meeting start time, if possible. For public comments, the Chair will ask participants to click the “Raise Hand” button to indicate you would like to speak at that time. Staff will moderate the Zoom session to ensure all participants have an opportunity to address the Board or Commission. To participate: • Use a laptop, computer, or internet-enabled smartphone. (Using earphones with a microphone will greatly improve your audio). • You need to have access to the internet. • Keep yourself on muted status. ENERGY BOARD May 9, 2024 – 5:30 pm 222 Laporte Ave – Colorado Room ROLL CALL Board Members Present: Marge Moore, Alan Braslau, Thomas Loran, Jeremy Giovando, Brian Smith, Erick Shenk (remote), Frederick Wegert, Wendell Stainsby, Scott Canonico Board Members Absent: OTHERS PRESENT Staff Members Present: Christie Fredrickson, Brian Tholl, Michael Authier, Travis Walker, Cyril Vidergar, Phil Ladd, Leland Keller Members of the Public: MEETING CALLED TO ORDER Interim Chairperson Loran called the meeting to order at 5:30 pm. ANNOUNCEMENTS & AGENDA CHANGES None. PUBLIC COMMENT None. APPROVAL OF MINUTES In preparation for the meeting, board members submitted amendments via email for the March 14, 2024, minutes. The minutes were approved as amended. STAFF REPORTS Light & Power Operational Update (Packet Item Only) Travis Walker, Interim Director, Light & Power Mr. Walker said the Utility is working on hiring several senior manager positions within Light & Power. Board members expressed concern that the vacancies have been unfilled for so long, and thanked Mr. Walker for the extra work he and many staff in L&P have been picking up in the meantime. Chairperson Loran asked if Mr. Walker sees anything in the near term that could affect our levels of service. Mr. Walker said no, reliability is still strong and the work the Utility has been doing for the last several years has laid the foundation to continue that work. Energy Services Operational Update (Packet Item Only) Brian Tholl, Senior Manager, Mechanical Engineer Mr. Tholl went over his slides very quickly (since the Board previously reviewed them as part of their packet). Board member Stainsby asked if the Utility plans to grow the EV pilot. Mr. Tholl said yes, in the future Virtual Power Plant space, they view EVs as a long duration storage and discharge scenario. They intended to have 400-500 enrollments by the end of 2026. ENERGY BOARD REGULAR MEETING Board member Braslau feels that the City’s current leadership is undermining the original philosophy and goal of the Our Climate Future Plan (100% renewable electricity) by prioritizing the semantics of being a consumer and an owner/producer. Mr. Authier said the City does have the accounting for OCF’s goals but does not have something additional around their ownership within Platte River, and it would be good to identify if there is a gap. Board member Giovando asked for clarification around the language “zero carbon” as opposed to net- zero carbon. Mr. Tholl explained for new construction, zero carbon is targeted through a performance path through each code cycle (every three years). The definitions haven’t been strongly established, they are more at the goal and policy level. 2025/2026 BUDGET OFFER SUMMARY Phil Ladd, Manager, Financial Planning & Assets Brian Tholl, Senior Manager, Mechanical Engineer Travis Walker, Interim Director, Light & Power Mr. Ladd explained that revenue projections are based on a calculation of 5% rate increase in the two budget years, which is in line with wholesale projection from PRPA. Staff recently heard it will be closer to 6.3% in the future and that will likely be passed on to the customer so the Utility can keep pace and not lose any ground in reserves. Board members discussed the cost of wholesale purchased power and community renewables and wondered about other ways to implement more solar within the community. Staff explained that many commercial buildings are not necessarily the best spaces due to roof space constraints (HVAC equipment, etc.), and the Board wondered if it would be feasible to utilize parking lots by adding covered parking with solar panels. Mr. Walker noted that it will likely look like a combination of buying less with all these ideas as we are still under contract with Platte River. Board member Giovando asked, hypothetically, if the wholesale power model was completely eliminated, is the budget sufficient to run and maintain a utility. Mr. Ladd said yes, based on the current rate structure, the utility could still operate and maintain the infrastructure. Board member Moore asked what impact some of these changes (i.e. owner Utilities becoming more self- reliant) would have on Platte River, and she wondered if they are taking that into consideration as they are making plans for their future overhead costs. Mr. Ladd also reviewed several of the offers in asset management as well as enhancements. He noted that if all the offers were to be purchased, there would be about $300,000 leftover in 2025 and $1.8 million in 2026. Some offers were scaled back because the bond money was set aside for asset renewal. Additionally, since the Utility does not have a director at this time, they wanted to leave room for the future person to have some space for their own ideas and initiatives through off-cycle appropriations. Mr. Walker added that the City Manager has been supportive of that decision. Board member Smith asked what the running total is for reserves, given this budget. Mr. Ladd said at the end of last year (2023) there was about $17 million available in reserves. 2050 TAX APPROPRIATION FOR CLIMATE Brian Tholl, Senior Manager, Mechanical Engineer ENERGY BOARD REGULAR MEETING Last year’s November election included a sales tax initiative to fund climate, transportation, and parks & recreation, which was approved by the voters. The City will collect roughly $20 million in revenue per year beginning in 2024 through 2050. Climate-specific measures will receive roughly $5m per year of that funding (~$10 million for Parks, and $5 million for transit). Mr. Tholl explained that the 2050 tax will be treated as its own fund, and each category will pull its appropriations from that fund as dollars are accrued. He displayed a chart showing each category’s proposed appropriations and noted that any unused funds at the end of each year will be funneled it into a reserve, which can be used toward future projects. Parks & Recreation are planning to use their 2024 funding toward full time employees for expanded parks & rec infrastructure replacement. Transit is taking a similar approach, looking to revise their pay plans, operator schedules, and increase transit enforcement and support. The climate category cuts across different departments, supporting the Our Climate Future Plan. This category includes 15 offers, as well as 3 additional elective offers. The 15 core offers include funding existing programs, such as Healthy Homes, Utilities Epic Loans, bicycle infrastructure as part of the City’s Active Modes plan, new grant programs (to offset Utility fees), funding to repair the Riverside Community Solar Garden, etc. The elective offers include funding for a grazing plan on Soapstone Prairie, a health assessment on the Poudre River, and updating trash and recycling bins in Natural areas to wildlife-safe containers. All of the climate-related offers had a set of criteria they needed to adhere to: Directly aligned with Our Climate Future, no brand new programs, possible to be executed in 2024 and to continue into future years, can help tell a powerful story about direct community benefit of the new revenue, one-time offers only (ongoing offers should be put through 2025-26 budget process), and will not disrupt or take away from other existing commitments. Board member Giovando asked if, given the scale of the funding to come, staff had considered any overly ambitious projects that may otherwise be financially out of reach. Mr. Authier noted that this first iteration is for projects that can be completed in 2024, but larger projects could certainly be considered in the future. Board member Stainsby asked how much the repair to the Riverside Solar Garden is expected to cost. Mr. Tholl said staff expects it to be about $250,000 plus an operation and maintenance budget (as per the vendor selected through the RFP process). Board members were supportive of the planned offers. They expressed interest in seeing the total cost for each project with the carbon emissions saved or quantified where possible. Mr. Tholl said the Board could write a memo of support if they are interested. The ordinance’s first reading was on May 7, and second reading is scheduled for May 21. Board member Smith moved the Energy Board draft and send memo in support of the 2050 tax appropriation for climate projects to be sent to City Council ahead of the May 21 reading. Board member Smith will draft the memo. Board member Moore seconded the motion. Discussion None. ENERGY BOARD REGULAR MEETING Vote on the motion: It passed unanimously, 9-0. OFFICER ELECTIONS Board member Moore nominated interim Chairperson Loran for the Chairperson position. Mr. Loran accepted the nomination. Chairperson Loran nominated Board member Moore for the Vice Chairperson position. Board member Moore accepted the nomination. There are no additional nominations, Chairperson Loran declared nominations closed. Board member Canonico moved to select Thomas Loran as the 2024 Energy Board Chairperson, and Marge Moore as the 2024 Energy Board Vice Chairperson. Board member Braslau seconded the motion. Discussion None. Vote on the motion: It passed unanimously, 9-0. BOARD MEMBER REPORTS Board member Braslau said his utilities paperless bill was delivered but it went to his spam folder, something about the way server is delivering them is different. Board member Smith echoed, the same thing happened to him Staff said that is great feedback, the server that delivers the emails has not changed, but that is valuable feedback so that it can be addressed. FUTURE AGENDA REVIEW The Board’s June meeting will include a packet item to (re)introduce Platte River’s Integrated Resource Plan, an overview presentation from Mr. Vidergar about the Power Supply Agreement, as well as a discussion about virtual power plants and local consumer implementation. ADJOURNMENT The Energy Board adjourned at 7:43 pm. 2024 IRP update Raj Singam Setti, chief operating officer, innovation and sustainable resource integration 1 Addressing customer needs for today and beyond Platte River is leading the clean energy transition Reliability Environmental responsibility Financial sustainability Add renewables Continue to add even more sources of reliable, renewable energy Monitor Monitor emerging technologies for inclusion in future planning 2 IRP timeline June July Aug Sept Oct Nov Dec Jan Feb Mar April May June Community engagement Resource planning Ongoing public engagement in collaboration with owner communities Listeningsession Listeningsession IRP modeling Portfolio development Review results Boardpresentation IRP document development Reliability assessment with renewables and DER integration Pre-IRP studies Load forecasting Other inputs, assumptions City councilmeetings 2023 2024 Listeningsession 3 IRP challenge Create a transition plan to retire 431 MW of coal, currently providing over half of the low-cost energy and reliable capacity. Replace this with low or no-carbon energy and capacity within six years. Replace more than 2 million MWh of energy and equivalent capacity Focus mostly on energy – but capacity or reliability is also critical Solar Battery storage Wind VPP MW 4 Energy vs. capacity in resource planning Energy planning Most people are familiar with energy – this is a MWh that is produced or purchased to supply customers. Energy planning is where we can really make an impact on emissions. Capacity planning Utilities must maintain sufficient generation resources to cover peak load plus a reserve margin, known as the Planning Reserve Margin (PRM) requirement. Certain resources are better suited for supplying capacity. Wind and solar are not dispatchable (utilities can’t control when they are on). Battery energy storage, thermal, and virtual power plant are dispatchable. A resource can be built for its capacity value and run little to supply energy. It is there when the system really needs it! 5 IRP process overview Core IRP modeling and evaluation External Studies Renewable Resource Costs Distributed Energy Resources Load Forecast Power and Commodity Price Forecast Extreme weather and Dark calm analysis Reliability –PRM and ELCC analysis Emerging technologies screening Dispatchable capacity requirements All Renewable RFP issued Research Institute –NREL & EPRI Building electrification Assess EV and DG impacts Load shapes Base, high and low scenarios IRP model peak and energy demand Portfolio Development Reliability Testing Objective lowest cost and CO2 Constraint : must meet PRM Resource portfolio testing with o Dark Calms o Extreme weather o Wind & solar profiles WAPA Filing Clean Energy Plan IRP 2024 Filings Plexos Model Model Parameters and Constraints Existing Resources When, how much and what technology? 6 IRP planning assumption Electric demand growth Including electrification and electric vehicle demand VPP and DER deployment Technological breakthroughs LDES commercially available in 2035 Green Hydrogen commercially in 2035 Market –provides regional optimization & renewable integration Renewable Energy Costs Solar : $26/MWh to $38/MWh (Long term contract cost) Wind : $30/MWh to $34/MWh (Long term contract cost) Dispatchable Capacity Costs 4hr-battery storage :$11/kW-month to $14/kW-month (Long term contract cost) Long duration energy storage : $2.5 million/MW (Capital cost) Thermal : $1.5 million/MW (Capital cost) 20 Year plan spanning 2024-2043 7 Major planning assumption -Load Native Load 8 Distributed energy resources Energy efficiency Save energy and save money by using energy more efficiently Electrification Reduce green- house gases by replacing fossil fuel use with increasingly decarbonized electricity Distributed generation On site noncarbon generation Solar generation Demandresponse Distributedenergy storage Shift energy to align electric use to renewable availability and to decarbonize the electric system in a cost effective and reliable manner Electric vehicles, batteries and traditional demand response Flexible DER as part of a virtual power plant (VPP)Modeled in load forecast 9 Distributed energy solutions Distributed energy solutions provide the foundational building blocks of the VPP Virtual Power Plant Utility systems Virtual power plant Customers Energy efficiency Building electrification Income qualified programs Electric vehicle programs Battery Storage support and services Commercial demand response Customer energy programs supporting the utility of the future: 10 Wind PPA/capital and operating costs and parameters $M W h MW i n s t a l l e d 11 Solar PPA/capital and operating costs and parameters 12 Storage PPA/capital costs and parameters $/ k W -mo n t h 13 System reliability With increasing retirements and dependence on solar/wind/storage resources, both distributed and utility-scale, planning paradigm is evolving to assure operational reliability Reliable system Resource adequacy Transmission security Reliable system Resource adequacy Transmission security Essential reliability services 14 Resource reliability attributes and services Resources have many attributes aside from energy and capacity that are critical to reliable operation. Selecting a portfolio with the right attributes is crucial to ensure reliability and resilience Portfolio evaluation should account for their reliability attributes System needs for reliability attributes increases with higher levels of inverter-based resources (IBRs) 15 Resource reliability attributes and services Inertial response Primary freq. response Regulation res. Spinning reserves Non spin/replace res. Ramping reserves Voltage support Black start Energy Firm capacityEnergy and capacity Freq. responsive reserves Operating reserves OtherEs s e n t i a l r e l i a b i l i t y s e r v i c e s Service category mS S DayMinHr Month Year Frequency Response Obligation (FRO) is divided by Balancing Authority in proportion to demand Buffer forecasted and unexpected operational variability Market based 16 Virtual power plant capacity Platte River and owner community role: Invest in new systems, e.g., DER management systems Advanced distribution management systems Data management systems Invest in VPP programs Customer engagement and support Incentives for participation Operate the VPP to achieve system benefits Customer role: Adopt DERs like storage, electric vehicles and smart devices​ Enroll and participate in the VPP0 20 40 60 80 100 120 140 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042 2043 MW EVs Storage Other demand response Corrected slide *EV/Other demand response were reversed. 17 Hydro Capacity 18 Thermal capacity Thermal capacity Capacity Resource Diversity Proven Technology Ancillary Services Future green hydrogen and RNG Firm Solar and wind intermittency 19 IRP results 20 Summary of five portfolios Portfolio Total resource addition in 20 years, MWs Cost 2030 2035 Solar Wind 4-Hr Storage LDES Thermal Distributed Solar Distributed Storage Total renewable + storage NPV, $ billion CO2 tons x000 CO2 tons x000 No new carbon 600 885 2850 10 0 337 123 4,805 $5.34 126 104 Minimal carbon 600 885 1100 110 80 337 123 3,155 $3.37 127 36 Carbon-imposed cost 550 985 400 160 160 337 123 2,555 $2.78 196 54 Optimal new carbon 600 885 275 160 200 337 123 2,180 $2.77 241 74 Additional new carbon 450 985 175 110 280 337 123 2,380 $2.76 329 98 21 Comparative portfolio costs 22 Comparative CO2 emissions and % reduction vs. 2005 23 Recommended portfolio details 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042 2043 Total Coal -77 -74 -280 -431 Solar 150 150 100 50 100 50 600 Wind 200 200 60 100 100 225 885 Storage 4-hr 25 25 50 75 25 25 25 25 275 Storage Long Duration 10 50 50 50 160 Solar DER 16 21 22 21 15 14 13 12 10 10 10 13 14 14 15 16 17 18 19 291 Storage DER 3 5 7 7 8 7 8 8 8 7 6 5 4 4 5 6 7 7 7 120 Thermal 200 200 Maintains Optionality for the future 24 Market interaction/exposure 25 Risk and opportunity Plan execution risk Can we acquire all the renewables and storage in time we need? Tariff and Supply chain issues Cost of wind, solar and energy storage Integration risk VPP readiness. Will need 50,000 customers to provide 30 MW VPP system implementation and integration DER and flexible load Market risk Prices are very low, leading to curtailment when we have excess energy. Congestion in delivering renewable energy to the load. Market prices are expected to be low in 2027-2029 when we have excess power. Renewable resource volatility Customer/ prosumer volatility Commodity price volatility Corrected slide 26 Next steps Finalize the IRP document with board input Continue public engagement in the next few months IRP approval in July and then file with WAPA Continue the plan execution on multiple fronts: New resource additions: renewables, storage and dispatchable DER implementation Public engagement and education Continue planning for just transition at Rawhide 27 Q&A 28 Headline Copy Goes Here Senior Energy Services Engineer Fort Collins Utilities Michael Authier Integrated Resource Plan (IRP) Basics Headline Copy Goes Here IRPs use the best information available today to evaluate potential future resource scenarios for meeting customer electricity needs 2 IRP Basics Description Headline Copy Goes Here • Started appearing in the 1980s in response to the energy crises of the 1970s and rising fuel costs • Required in most states by the 1990s, with specifics varying by - State legislation and regulations - Utility ownership type (municipal vs inventor) - Utility size 3 IRP Basics History Headline Copy Goes Here • Update frequencies between 2 to 5 years - Generally, a defined maximum number of years between each, but can be performed more often if relevant • Planning horizons between 10 to 20 years out 4 IRP Basics Characteristics Platte River performs an IRP every ≈4 years, looking 20 years out Headline Copy Goes Here • Background (what, why, how) • Multiple future scenarios balancing generation, capacity, reliability, emissions, and cost - Assumptions and existing resources - Demand side load forecasts and related drivers - Supply side fuel prices, resource costs, and regional interactions - Impacts on reliability, rates, and policy goals • Staff recommendation of which scenario to pursue for now • An action plan with specific activities needed prior to the next IRP 5 IRP Basics Inclusion Headline Copy Goes Here • Generally, a multi-year journey 1) Community listening sessions and requirement gathering 2) Scenario research, studies, development, and analysis 3) Document Generation 4) Stakeholder review and refinement 5) Submission 6 IRP Basics Process Platte River files their IRP with the Western Area Power Administration (WAPA) Headline Copy Goes Here Platte River presenting their current 2024 IRP iteration at the Energy Board’s August 8th meeting 7 Platte River’s 2024 IRP Introduction Overview Following slides provide some key considerations to review prior Headline Copy Goes Here 8 Platte River’s 2024 IRP Introduction Schedule IRP finalization and submittal planned for July Headline Copy Goes Here 9 Platte River’s 2024 IRP Introduction Challenges Headline Copy Goes Here 10 Platte River’s 2024 IRP Introduction Challenges Renewable prices increasing with new demand and supply chain issues Headline Copy Goes Here 11 Platte River’s 2024 IRP Introduction Challenges Covering dark calms with storage also means having enough excess renewable generation to store Headline Copy Goes Here 12 Platte River’s 2024 IRP Introduction Portfolio Options Platte River Staff Recommendation is ‘Optimal new carbon’ Headline Copy Goes Here Thank You! 13 Platte River Power Authority Estes Park • Fort Collins • Longmont • Loveland ORGANIC CONTRACT TABLE OF CONTENTS 1.0 EFFECT IVE DATE ............................................................................................................... 2 2.0 ESTABLIS HMEN T OF PLATTE RIVER POWER AUTHORffY .......................................... 2 2 ... 1 PURPOSES ,·-····~·········· .............................................. ·····~ ....................................................... 4 ..................... 3 2.2 FUNCT IO NS, SERVICES , OR FAC ILITIE S ............................................................... 4 2.3 BOARD OF DIRECTORS ........................................................................................... 5 2.4 OFFICERS ................................................................................................................ 11 2.5 IND EMNIF fCAT ION OF OFFICERS AND DIREC TORS .......................................... 13 2.6 TERM OF CONTRACT ............................................................................................. 14 2.7 ASSETS AND PROPERTIES ................................................................................... 14 2.8 DISTRIBUTION OF ASS ETS UPO N TERM,NATION .............................................. 14 2 .. 9 SEAL ..................................................................................................................................................................... 15 2.10 CONTRACTS ............................................................................................................ 15 2 .11 CH ECKS. DRAF TSt AND OTHER FINANC IAL DOCUM~NTS ................................ 15 2 .12 DEPOSITS ................................................................................................................ 15 2 ... 13 FISCAL YEAR ................................ ~ ................................................................... ~, ........ ~ ............ , ....................... 15 2.14 PR INCIPAL PLACE OF BUS INE SS ......................................................................... 15 3 .0 GENERAL POWERS ........................................ ~~ ................................................................................... ~ ............ , ........ 15 4 .0 POLI TICAL SUBDIVIS ION ................................................................................................. 18 5. 0 REVE NUE BO NDS ............................................................................................................. 19 6.0 DEBT NOT THAT OF MUN ICIPALmes ........................................................................... 19 7.0 FIL ING OF CON TRAC T ..................................................................................................... 19 8.0 NOTICES ...... ~ ............. 1 .. , ............................................................................................... 1·····~•--1, ..... ~·1 , ................... 19 9.0 SEVERABIUTY .................... ,, .............................................................................................. 20 10.0 DUPL ICATE ORIGINALS .................................................................................................. 20 i AMENDED AND RESTATED ORGANIC CONTRACT ESTABLISHING PLATTE RIVER POWER AUTHORITY AS A SEPARATE GOVERNMENTAL ENTITY THIS CONTRACT, originally made and entered into as of June 17, 1975, and amended February 14, 1977, and July 27, 1978, and amended and restated the 31st day of March 1980, and the 1 •1 day of July, 1998, and the 1 '1 day of September, 2010, and as further amended on the 30th day of May , 2019, by the parties to this Contract which are: TOWN OF ESTES PARK, COLORADO, a municipal corporation of the State of Colorado ("Estes Park"), CITY OF FORT COLLINS, COLORADO, a municipal corporation of the State of Colorado ("Fort Collins"), CITY OF LONGMONT, COLORADO, a municipal corporation of the State of Colorado ("Longmont"), and CITY OF LOVELAND, COLORADO, a municipal corporation of the State of Colorado ("Loveland"). When specificity is not required, the municipal corporations which are parties hereto will hereinafter be individually referred to as "Municipality" and collectively as "Municipalities." WITNESS ETH: 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, Longmont owns and operates a municipal electric system which supplies electric power and energy at retail to users located within the city limits of Longmont and the adjacent service area of the Longmont electric system; and WHEREAS, Loveland owns and operates a municipal electric system which supplies electric power and energy at retail to users located within the city limits of Loveland and the adjacent service area of the Loveland electric system; and WHEREAS, the Municipalities on June 17, 1975, established, pursuant to the provisions of C.R.S. § 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 of the Municipalities and as such successor, to continue to supply their wholesale electric power and energy requirements; and Organic Contract Amended and Restated 05/30/2019 Page 1 of 22 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 lawfully 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 supportive 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; and WHEREAS, the Municipalities now wish to further amend the Organic Contract, to extend its term and to restate the amended provisions thereof in a single updated document. NOW, THEREFORE, the Municipalities do hereby amend and restate the Organic Contract, originally executed June 17, 1975, and subsequently amended, so that as hereby amended and restated it provides, and the Municipalities do agree, as follows: 1.0 2.0 EFFECTIVE DATE This Contract, as hereby amended and restated, shall become effective when it has been duly executed by all of the Municipalities. ESTABLISHMENT OF PLATTE RIVER POWER AUTHORITY As of June 17, 1975, the Municipalities established a separate governmental entity, to be known as Platte River Power Authority, to be used by the 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 Organic Contract Amended and Restated 05/30/2019 Page 2 of 22 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 Organic Contract 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 but 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 the 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. A particular function, service, or facility shall be 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 be performed by the Authority of (a) a resolution adopted by unanimous vote of the Board of Directors of the Authority designating the function, service, or facility as a purpose to also be jointly exercised by the designating Municipalities through the Authority and (b) opinions of counsel to each Municipality which is designating the function, service, or facility to also be performed by the Authority setting forth the extent to which the Amended and Restated 05/30/2019 Page 3 of 22 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 Organic Contract The functions, services, or facilities to be 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; (ii) purchasing electric power and energy from electric utilities and other producers of energy, as required to supply the Municipalities and perform its other obligations; (iii) selling at wholesale to the Municipalities all of the electric power and energy produced or purchased by the Authority which the Municipalities require; (iv) selling, exchanging and otherwise disposing of, under the most advantageous terms and conditions obtainable, any surplus power and energy or transmission capacity which the Authority owns, produces or purchases; Amended and Restated 05/30/2019 Page 4 of 22 (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 but 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 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 in the Municipalities all right, title and interest of the Authority in or to all of its property and assets. 2.3 BOARD OF DIRECTORS Organic Contract 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 Amended and Restated 05/30/2019 Page 5 of 22 Organic Contract Each Municipality shall be represented by two (2) members on the Board of Directors of the Authority, who shall be designated or appointed as follows: (i) MAYORS The Mayor of each of the Municipalities is hereby designated and shall serve as a member of the Board of Directors of the Authority contemporaneously with service as Mayor; provided, however, that any Mayor may designate some other member of the governing board of such Municipality to serve as a Director of the Authority in place of the Mayor. (ii) APPOINTED DIRECTORS 2.3.3 TERM The governing body of each of the Municipalities shall appoint one (1) additional member to the Board of Directors. Appointed Directors shall be selected for judgment, experience, and expertise which make that person particularly qualified to serve on the Board of Directors of the Authority. The term of office of the Directors of the Authority shall be as follows: (i) MAYORS The Mayor of each Municipality, or the member of the Municipality's governing board designated by the Mayor, shall serve as a Director of the Authority for the same period of time that the Mayor serves as Mayor of that Municipality. (ii) APPOINTED DIRECTORS The term of the Appointed Director for Estes Park shall expire on December 31, 2011, the term of the Appointed Amended and Restated 05/30/2019 Page 6 of 22 Organic Contract 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 term of the Appointed Director for Loveland shall expire on December 31, 2009. Each successor shall be appointed for a term of four years from the date of the expiration of the term for which the predecessor was appointed. 2.3.4 REMOVAL Any Director appointed by the governing board of a Municipality may be removed at any time by such governing board, with or without cause. A Mayor will be automatically removed as a 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 be reimbursed their actual expenses for attendance at meetings of the Board of Directors and for expenses otherwise incurred on behalf of the Authority. Amended and Restated 05/30/2019 Page 7 of 22 Organic Contract 2.3. 7 ANNUAL MEETINGS An annual meeting of the Board of Directors shall be held within the first 120 days in each year at such place in Fort Collins, Colorado, as shall be designated in the notice of the meeting, to elect officers, to pass upon reports for the preceding fiscal year, and to transact such other business as may come before the meeting. 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. 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 Chair 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 Chair or the Director calling the meeting. 2.3.10 NOTICE OF MEETINGS Written notice of the annual or of any special meeting of the Board of Directors shall be delivered to each Director not less than seven (7), nor more than thirty-five (35), days before the date fixed for such meeting, either personally or by mail, by or at the direction of the Secretary, or, upon his/her default, by the person calling the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the Director at his/her address as it appears on the records of the Authority, with postage prepaid. Amended and Restated 05/30/2019 Page 8 of 22 Organic Contract 2.3.11 WAIVER OF NOTICE Whenever any notice is required to be given to any Director of the Authority under the provisions of the law or this Contract, a waiver thereof in writing signed by such Director, whether before or after the time stated therein, shall be equivalent to the giving of such notice. 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 be the act of the Board of Directors. 2.3.13 ATTENDANCE BY TELECONFERENCE Directors may attend and fully participate in any meeting through electronic teleconferencing. 2.3.14 VOTE IN CASE OF DEADLOCK In the event the Board of Directors, at a meeting at which a quorum is present, is deadlocked and unable to obtain a majority vote of the Directors present concerning a matter being considered for action. any Director may require a "Weighted Vote." A MWeighted Vote" shall then be taken with each Director's vote being given one half the proportion which: Amended and Restated 05/30/2019 Page 9 of 22 Organic Contract (i} the dollar amount of electric power and energy purchased from the Authority during the twelve-month period ending with the close of the billing period for the month two months prior to the month of the deadlocked meeting and paid for by the Municipality appointing such Director bears to; (ii) the dollar amount of all electric power and energy purchased from the Authority and paid for by the Municipalities during said twelve-month period. The act of a majority of the "Weighted Vote" shall be the act of the Board of Directors. 2.3.15 DUTIES The duties of the Board of Directors shall be: (i) To govern the business and affairs of the Authority. (ii) To exercise all powers of the Authority. (iii) To comply with the provisions of parts 1, 5, and 6 of Article 1 of Title 29, C.R.S. (iv) To adopt a fiscal resolution, 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 receipt, custody, and disbursement of its funds, securities, and other assets, and to provide for the services of a firm of independent certified public accountants to examine, at least annually, the financial records and accounts of the Authority and to report thereupon to the Board of Directors. (v) To keep minutes of its proceedings. Amended and Restated 05/30/2019 Page 10 of 22 2.4 OFFICERS Organic Contract The officers of the Authority shall be a Chair, Vice Chair, 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 Chair and Vice Chair shall be members of the Board of Directors, but other officers of the Authority need not be members of the Board of Directors. 2.4.1 ELECTION OF OFFICERS AND TERMS OF OFFICE At each annual meeting of the Board of Directors, the members of the Board of Directors shall elect officers who shall serve as such officers of the Authority until the next annual meeting of the Board of Directors and until their successors are elected and qualified. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as may be convenient. Vacancies or new offices may be filled at any meeting of the Board of Directors. 2.4.2 REMOVAL Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors, with or without cause, whenever in its judgment the best interests of the Authority will be served thereby. 2.4.3 DUTIES OF OFFICERS In addition to duties assigned by the Board of Directors, the duties of the officers shall include the following: (i) CHAIR The Chair 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 Amended and Restated 05/30/2019 Page 11 of 22 Organic Contract Authority, and shall perform such other duties as the Board of Directors may prescribe. (ii) VICE CHAIR The Vice Chair shall, in the absence of the Chair, or in the event of the Chair's inability or refusal to act, perform the duties of the Chair and when so acting shall have all the powers of and be subject to all the restrictions upon the Chair. The Vice Chair shall also perform such other duties as may be prescribed by the Board of Directors. (iii) SECRETARY The Secretary shall maintain the official records of the Authority, including all resolutions and regulations approved by the Board of Directors, the minutes of meetings of the Board of Directors, and a register of the names and addresses of Directors and officers, and shall issue notice of meetings, attest and affix the corporate seal to all documents of the Authority, and shall perform such other duties as the Board of Directors may prescribe. (iv) TREASURER The Treasurer shall serve as financial officer of the Authority and shall, pursuant to the fiscal resolution adopted by the Board of Directors governing the financial transactions of the Authority and the restrictions imposed by law, be responsible for the receipt, custody, investment, and disbursement of the Authority's funds and securities and for duties incident to the office of Treasurer, and shall perform other duties as the Board of Directors may prescribe. (v) GENERAL MANAGER The General Manager shall be the principal executive officer of the Authority with full responsibility for the planning, Amended and Restated 05/30/2019 Page 12 of 22 operations, and administrative affairs of the Authority, and the coordination thereof, pursuant to policies and programs approved by the Board of Directors, and shall be the agent for service of process on the Authority. When and while a vacancy exists in the office of General Manager, the Board of Directors shall appoint a qualified interim General Manager to act as the 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 be an expense payable by the Authority. 2.5 INDEMNIFICATION OF OFFICERS AND DIRECTORS Organic Contract Each Director and officer of the Authority, whether or not then in office, and his/her personal representatives, shall be indemnified by the Authority against all costs and expenses actually and necessarily incurred by him/her in connection with the defense of any action, suit, or proceeding in which he/she may be involved or to which he/she may be made a party by reason of his/her being or having been such Director or officer, except in relation to matters as to which he/she shall be finally adjudged in such action, suit, or proceeding to be liable for 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, but 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 Amended and Restated 05/30/2019 Page 13 of 22 indemnification shall not be exclusive of other rights to which he/she may be entitled as a matter of law or by agreement. 2.6 TERM OF CONTRACT This Contract shall continue in force and effect until December 31, 2060, 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 be 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 be held in trust for the purposes herein mentioned, including the payment of the liabilities of the Authority. 2.8 DISTRIBUTION OF ASSETS UPON TERMINATION Organic Contract 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 for by such Municipality, from the Authority and its predecessor during their corporate existence, bears to (ii) the total dollar amount of all electric power and energy purchased and paid for by all of the Municipalities, from the Authority and its predecessor during their corporate existence. Amended and Restated 05/30/2019 Page 14 of 22 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 Except as otherwise provided by law, the Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract, or execute and deliver any instrument in the name and on behalf of the Authority. 2.11 CHECKS, DRAFTS, AND OTHER FINANCIAL DOCUMENTS All checks, drafts, or other orders for payment of money and all notes, bonds, or other evidences of indebtedness issued in the name of the Authority shall be signed by such officer or officers, agent or agents, employee or employees of the Authority and in such manner as shall be determined by the fiscal resolution. 2.12 DEPOSITS All funds of the Authority shall be 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: Organic Contract Amended and Restated 05/30/2019 Page 15 of 22 (i) ELECTRIC ENERGY To develop electric energy resources and related services, and produce, purchase, and transmit electric energy, in whole or in part, for the benefit of the inhabitants of the Municipalities. (ii) CONTRACTS To make and enter contracts of every kind with the Municipalities, the United States, any state or political subdivision thereof, and any individual, firm, association, partnership, corporation or any other organization of any kind. (iii) AGENTS AND EMPLOYEES To employ agents and employees. (iv) FACILITIES Organic Contract 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. Amended and Restated 05/30/2019 Page 16 of 22 (v) PROPERTY To acquire, hold, lease (as lessor or lessee), sell, or otherwise dispose of any real or personal property, commodity, and service including, without limitation, to buy, lease, construct, appropriate, contract for, invest in, and otherwise acquire, and to own, hold, maintain, equip, operate, manage, improve, develop, mortgage, and deal in and with, and to sell, lease, exchange, transfer, convey and otherwise dispose of and to mortgage, pledge, hypothecate and otherwise encumber real and personal property of every kind, tangible and intangible. (vi) CONDEMNATION To condemn property for public use, if such property is not owned by any public utility and devoted to such public use pursuant to state authority. (vii) DEBT To incur debts, liabilities, or obligations and to borrow money and, from time to time, to make, accept, endorse, execute, issue, and deliver bonds, debentures, promissory notes, bills of exchange, and other obligations of the Authority for monies borrowed or in payment for property acquired or for any of the other purposes of the Authority, and to secure the payment of any such obligations by mortgage, pledge, deed, indenture, agreement, or other collateral instrument, or by other lien upon, assignment of, or agreement in regard to, all or any part of the properties, rights, assets, contracts, easements, revenues, and privileges of the Authority wherever situated. (viii) LITIGATION To sue and be sued in its own name. (ix) SEAL To have and to use a corporate seal. (x) RATES Organic Contract Amended and Restated 05/30/2019 Page 17 of 22 To fix, maintain, and revise fees, rates, and charges for functions, services, or facilities provided by the Authority. (xi) REGULATIONS To adopt, by resolution, regulations respecting the exercise of its power and the carrying out of its purposes. (xii) AGENTS To do and perform any acts and things authorized by this section under, through, or by means of an agent or by contracts with any person, firm, corporation or governmental entity. (xiii) JOINT OWNERSHIP To own, operate, and maintain real and personal property, and facilities in common with others, as permitted by law, and to conduct joint, partnership, cooperative, or other operations with others and to exercise all of the powers granted in this Contract in joint partnership or cooperative efforts and operations with others. (xiv) OTHER POWERS To exercise any other powers which are essential, necessary, incidental, convenient, or conducive to providing the wholesale electric power and energy requirements of the Municipalities, as well as to accomplishing the purposes, functions, services, and facilities set forth in Sections 2.0, 2.1, and 2.2 of this Organic Contract. 4.0 POLITICAL SUBDIVISION The Authority shall be a political subdivision and a public corporation of the State of Colorado separate from the Municipalities. It shall have the duties, privileges, immunities, rights, liabilities, and disabilities of a public body politic and corporate. Organic Contract Amended and Restated 05/30/2019 Page 18 of22 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. § 29-1-204(7). 6 .0 DEBT NOT THAT OF MUNICIPALITIES The bonds, notes, and other obligations of the Authority shall not be the debts, liabilities, or obligations of the Municipalities. 7.0 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: Organic Contract Town of Estes Park, Colorado c/o Town Administrator P .O . Box 1200 Estes Park, Colorado 80517 City of Fort Collins, Colorado c/o Utilities Executive Director P .O. Box 580 Fort Collins, Colorado 80522 City of Longmont, Colorado c/o Director of Longmont Power & Communications 1100 South Sherman Longmont, Colorado 80501 Amended and Restated 05/30/2019 Page 19 of 22 City of Loveland, Colorado c/o 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 their application shall be held invalid as to any person, corporation, or circumstance by any court having jurisdiction, the remainder of this Contract and the application and effect of its terms, covenants, or conditions to such persons, corporation, or circumstances shall not be affected thereby. 10.0 DUPLICATE ORIGINALS This Contract may be executed in several counterparts, each of which will be an original but all of which together shall constitute one and the same instrument. Organic Contract Amended and Restated 05/30/2019 Page 20 of 22 IN WITNESS WHEREOF, the Municipalities have caused this Contract, as amended, to be executed as of the ..BO_ day of M4j , 2019. CITY OF FORT COLLINS, COLORADO By:D&1~ Mayor By: ~ ~\ll\~ ~Mayor APPROVED AS TO FORM: By:~.~~~~~4d~~~~~·~~ AHi-u ltomey CITY OF LONGMONT, COLORADO By·~~ Mayor APPROVED AS TO FORM AND SUBSTANCE: Organic Contract ATTEST: ATTEST: ATTEST: A~~ By: ( City Clerk Amended and Restated 05/30/2019 Page 21 of 22 APPROVED AS TO FORM: PROOFREAD: Organic Contract Amended and Restated 05/30/2019 Page 22 of 22 AMENDED CONTRACT FOR THE SUPPLY OF ELECTRIC POWER AND ENERGY This contract, made this 30th day of May , 2019, 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 CITY OF FORT COLLINS, COLORADO, a municipal corporation of the State of Colorado , by and through its City Council and Electric Enterprise Board (hereinafter called "Fort Collins.") 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 Estes Park, Longmont, and Loveland; and WHEREAS, Fort Collins desires to purchase electric power and energy from Platte River on the terms and conditions herein set forth; WHEREAS, through this Agreement the parties acknowledge that the electric industry is evolving from an industry dominated by central station power to one that will likely employ increasing amounts of distributed generation resources; and WHEREAS, the Platte River Board of Directors approved a Resource Diversification Policy with the goal of becoming 100% non-carbon by 2030 and in doing so the Board recognized that distributed generation will be needed to achieve this goal; and WHEREAS, intermittent resources must be managed to ensure continued system reliability ; and WHEREAS, Platte River will equitably manage the impact of adding and firming intermittent resources amongst the four communities to ensure continued financial sustainability; and Fort Collins Power Supply Agreement Amended and Restated 05/30/2019 Page 1 of 10 WHEREAS, the parties recognize that the exceptions created to the all-requirements provision set forth in Article 1 (a) are not intended to be the only means by which the parties either singularly or in coordination work toward meeting the goal of the Resource Diversification Policy; and WHEREAS, the parties intend through the expanded covenant contained in Article 3(c) to meet routinely to review new technologies and business models that may merit recognition through specific amendments to this Agreement; and WHEREAS, in order to meet the goal of the Resource Diversification Policy the parties are committed to use this incremental amendment process to explore expanding opportunities for distributed generation resources that likely become an increasingly important component of our future resource mix and to amend this agreement when appropriate to accommodate technologies and business models that are not contemplated today; and WHEREAS, in order to accomplish amendments identified as suitable exceptions to the all-requirements provisions set forth in Article 1 (a) Platte River recognizes that it may be necessary in future financings to modify bond covenant restrictions. 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 Fort Collins and Fort Collins shall purchase and receive from Platte River all electric power and energy which Fort Collins 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) Fort Collins shall have the right to continue to generate its own power and energy to the extent of the capacity of its generating facilities in service on September 5, 197 4 and may also generate power and energy for its own use from any new generation resource(s) owned and operated by Fort Collins 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 Fort Collins, whichever is greater, provided further that if Fort Collins develops new generation resources of a total rated capacity as set forth above Platte River commits that it will meet with Fort Collins to discuss in good faith an increase in the total rated capacity limit, and (2) Fort Collins shall not be in violation of the all requirements purchase obligation herein when it purchases power from net metered customers, provided that for customers who have entered into agreements with entities that own and operate solar generation located on the customer's Fort Collins Power Supply Agreement Amended and Restated 05/30/2019 Page 2 of 10 property size the solar generation to supply no more than one hundred and twenty percent (120%) of the annual average consumption of electricity by the customer at that site. (b) Subject to the provisions of Article 2(a), Fort Collins 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 Fort Collins 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 Fort Collins. Article 2: Rate for Power and Energy (a) Fort Collins 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 Fort Collins to pay Platte River for all electric power and energy furnished hereunder shall be, and is, a special obligation of Fort Collins payable solely from revenues to be received by Fort Collins from the sale of electric power and energy to its electric utility customers during the term hereof and is not a lien, charge, or liability against Fort Collins or against any property or funds of Fort Collins other than revenues to be received by Fort Collins 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 Fort Collins 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 Fort Collins is not otherwise obligated to pay such obligation. (b) The Board of Directors of Platte River at such intervals as it shall deem appropriate, but in any event not less frequently than once in each calendar year, shall review the 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; Fort Collins Power Supply Agreement Amended and Restated 05/30/2019 Page 3 of 10 (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, unless otherwise agreed upon, and shall not be discriminatory. Fort Collins 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 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. This includes, but is not limited to, scheduling meetings with Fort Collins at least every two years to review new technologies and business models that may serve to increase the penetration of distributed generation and efficiency technologies. As appropriate the parties will amend this Agreement to allow such new technologies and business models to operate within the retail service territory of Fort Collins. Article 4: Covenants of Fort Collins Fort Collins Power Supply Agreement Amended and Restated 05/30/2019 Page 4 of 10 (a) Fort Collins agrees to maintain rates for electric power and energy furnished to its electric utility customers which will, after payment of all of Fort Collins' costs of operation and maintenance (including, without limitation, replacements, insurance, administrative and general overhead expense), return to Fort Collins sufficient revenue to meet its obligations to Platte River hereunder. (b) Fort Collins 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) Fort Collins acknowledges that it is familiar with the provision of Platte River's 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. Fort Collins 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. (c) Fort Collins 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, Fort Collins 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 Fort Collins to take and use the electric power and energy supplied hereunder without hazard to such system. (e) To provide adequate service to Fort Collins, 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 20,000 kVa maximum nameplate rating at 55° C . rise, and in accordance with this Agreement. Fort Collins Power Supply Agreement Amended and Restated 05/30/2019 Page 5 of 10 (f) Fort Collins 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, Fort Collins shall give Platte River 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 Fort Collins, inform Fort Collins in writing of Platte River's plans and schedules with respect to the supply of the additional capacity requested by Fort Collins, and shall thereafter keep Fort Collins 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 Fort Collins during the period in which that point of delivery is used by Platte River for the delivery of power and energy. (g) If Fort Collins 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 Fort Collins which provides for an appropriate sharing of the annual costs of ownership and operations of such line for as long as such energy flow and delivery conditions prevail. Article 6: Consultation on System Planning (a) At least once each year, on or before July 1, Platte River shall consult Fort Collins 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, Fort Collins shall provide Platte River with two (2) copies of its latest estimate of requirements for delivery of power and energy covering a future period often (10) years. Platte River shall review Fort Collins's annual estimates and shall consider them in preparing Platte River's 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 Fort Collins Power Supply Agreement Amended and Restated 05/30/2019 Page 6 of 10 any transmission and delivery facilities by Platte River primarily to supply Fort Collins, will take into account Fort Collins' 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 Fort Collins 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 Fort Collins at the high voltage side of the transforming equipment or at such other points as agreed upon by the Parties. (b) Loss adjustments for high 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 Fort Collins for power and energy furnished hereunder at approximately monthly intervals. Such invoices shall be due and payable to Platte River within fifteen (15) days from date of issuance and shall become delinquent thereafter. (b) If Fort Collins' monthly bill becomes delinquent, late charges at the rate of a one and one-half percent (1 ½ %) 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 Fort Collins. 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 Fort Collins' request. The cost of all tests shall be borne by Platte River; provided, however, that if any special meter test made at Fort Collins' request shall disclose that the meters are recording accurately, Fort Collins shall reimburse Platte River for the cost of such test. Meters registering within two percent (2%) above or below normal shall be deemed to be accurate. (b) The readings of any meter which are disclosed by test to be inaccurate shall be corrected from the beginning of the monthly billing period immediately preceding the billing period during which the test was made; provided, that no correction shall be made for a longer period Fort Collins Power Supply Agreement Amended and Restated 05/30/2019 Page 7 of 10 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 Fort Collins in advance of any meter reading or test so that Fort Collins' 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. 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 Fort Collins Power Supply Agreement Amended and Restated 05/30/2019 Page 8 of 10 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 Fort Collins, dated September 1, 2010. This Agreement shall remain in effect until December 31, 2060, 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. Article 14: Notices Any formal notice provided for in this Agreement, and the payment of monies due, shall be deemed properly served, given or made, if delivered in person or sent by regular mail to the persons specified below: For Platte River: General Manager Platte River Power Authority 2000 East Horsetooth Road Fort Collins, Colorado 80525 Article 15: Severability For Fort Collins: Utilities General Manager City of Fort Collins P. 0. Box 580 Fort Collins, Colorado 80522 In the event that any of the terms, covenants, or conditions of this Agreement or their application shall be held invalid as to any person or circumstance by any Court having jurisdiction, the remainder of this Agreement and the application of its terms, covenants, or conditions to such persons or circumstances shall not be affected thereby. Fort Collins Power Supply Agreement Amended and Restated 05/30/2019 Page 9 of 10 IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed the day and year first above written. PLATTE RIVER POWER AUTHORITY: By: ~~ ~-A-•. GeeralManager ATTEST: By:~ Secrery Q:&2'}j;< ayor ATTEST: By: A f'. .kf.ett ~~ · Clerlt_t Oh,~~ '-o/~ Fort Collins Power Supply Agreement Amended and Restated 05/30/2019 Page 10 of 10 ATTACHMENT A WESTERN A REA POWER ADMINISTRATION GENERAL POWER CONTRACT PROVISIONS Effective September 1, 2007 .Ew: l. Al'PUCABnITY. 1 1. Applicability• ... m ...... ,. · · ...... •••••--•-••-••"•"•-•"•••"• .. -••--•--•-•"• .... •••• .. •--•-•--•••••••--•-••••--•,.• .. ••••-••••••-.. •••••• .. ••-•-••••••• .. •••m•• 1 II. DEUVEllYOF SERVIC£ PROVISIONS. 1 2. Char~ o f Service ........................ u ........................................................ u ..... ._ ............................................................................ 1 3. Use of Capacity 01 Energy in Ex«H of Contract ObLtgation. ........................................ ·-··-·-·-·-·-·-·--·-·-·-·--·,.-········· 1 4. Co:nli.mllty of Set-vb .......... -... ······-······ .. ··············-· .. -...... _._ ............ __ ._. __ ,_._._ ......... _ ............... _._ ................................. 1 s. Mulli.p.le Points of Delivery ............................................................. -.... -....................................................................................... 2 6 Metering. ........ _ .................................................................................................................................................................................... 2 7. Existence oi T ransm.lssion Servla! Conttart ......... -.................. ·-··········-·-· .. -····-· .. -·-•-·--· .. ·· .... · .... ··•· .. ·--· ................. -....... 3 8. Coftdllio.ns of Transm!S$ion Service .. -·-·-·-·· .. ···-·-···-·--·-.. ····-· .. ·-· .. · ... -._·_· ... ·· .. · .. · .... · .......... m•• ........................................... 3 9. M~ltiple Pcints of Delivery lnvoJving Oirec1 al!d Jndirecl· Deliveries .. .,. ................................................................................. 3 10. Constru.cti<m, OperaHon. and Milln.t~ oi Con.t i:arton Power Sy~m. .......... -... ·----·-·-·-·--··•·-··· .. ·-··•·-·-·-·•·-·• .. · .. 3 m. RAlllS, BILUNG, AND I' AYMENT PROVISIONS. t 11. Olange of Ratli$. -·--·--·· .. --·--····-...... ,................................................................... . ... ,., ........................................................... 4 t2. Mimmum SeilSOMl or Aruw"'1 Ca-pacity Chinge: ... , .. "mm• ............................................................................. ·-·-·-········-·--·· ... 4 13. Billing and Paym\lllt ....................................................................................... -.. ·--·· .. -·--·-·-··· .. ·-·-·-·-... -............... -... _ ............ ,f, 14. Non~ymftlt of BID$ in f...JI When °"e. ·········-··· .. ·-.. ······· .. -·.· .. ··········· ......................................................... ,. ............................ 5 15. Adjwt.ments for F1aclional 8illin8 Period ....................................................... -................. u ...................... _ ....... ·-·-·-···-·······S 16.. Adjustments for Cunailm,mls to Flrm ~.ivl«!' .... -................. u ........................ -... ·········-·--·-·-·-·-····•·-·-.. ·-· .. • ........... _ ........ 5 IV. POWER SALES PROVISIONS. t'i 17. Re5',lleof Firm ll le,;lm: Service (W'holesa.le &tm fo, Resale) .................................................................................................... 6 ll. Dislri.bulion Principles ................................................... .,, ......... -........................................... ·-··············-·-·--·-·-·-···· .. -·-········ 6 19. Contract Subjttl to C.:,lorado Riv« Compac:t. .. -······-·--·-···-·-····-·-· .. · .... ····-···· .. ··· .................................................................. 6 V. FACIUTIES PltOVISIONS. 7 20. DesigJI Approval ................................................................................. .,, ................................................... -......... _ .......... -.. ·-·····-··· 7 21. Inspection an.d Acttptan.r-o ..................................... _ ... _ ... ····-·-·-·-·-·--·-·--·-·-· .. ·•· .. ·-.. · .. · .. · .. · .. · .. · ...................................... '} 22. As-Built Drawings.-·--·-··•-.. ·-·•·-·-·-· .. · .. ·····-· .. ···-· ........ --............................................................ .,, ............................................ 7 :23. Eqwpmfflt0wner5htp Markers .............................................................................................................................. _ .................... 7 24. Thifd-Pat1y Use of Fad lilies ............................................................................................ ·-·--·-·-·-·-· .. -·-·-· .. -·-•-· .. -•··•·-.. ·· ... ·.8 25. Change& to WeMern Com ml Facilities .. -... ·-·-·-· .. -·-· .. -·-· .. · .. ······· .. ··· ... ·.· .......... _ ............................................. '"' ...................... 8 U. Modifk.iti.on i>f Wes.tern Facililie$. .............................................. .., .............................................................................. -... ~·-"·······8 r,. Tri!.n5mi5sion Righ.ts. ................................................................................................... u ................. _ .. ··--·-·-·-.. ·-·-· .. ·•·-·-· .... • •••••• 8 28,. ConSilruction and Safety Procedtn~s. ·-·-·-·-·-·-···-·-·-···-···-•-· ...... -.... -................................................................................... 8 29. f::nv ifonmen.tal Corn~e ............................................................... m .......................................................................... -.-•--....... 9 30. ReipotWibility for Regulaled Materials .......................... '" ............................................. -.................. -·-···· .. -···-·-·-·-· .. · .. -· .. ··-9 VI. OTHEl PROVISlONS. 1.0 31. Aulho.rized Rt!p r@Sen.lativ1!$ of IM Pame, ... ·--······· .. ···--· .. · .. ·-· .... ·· .. ·-· .................................................................................. 10 32. Effect of Section Headings.. ........................................................................................................................................ ·-·-·-···-· .. ·· 10 33. Operating. Guidelines and .l'rocedw-es .................................................................................... -... ·-·-.. ·-·-·-·--·-·-·--·-· ... -..... 10 34. Uncontrollable Forc@s .................................... -...... -·•··--·--·-·-···-·-· .. ·· ............. _ ........................................................................ 10 35. Liablli.ty .... -... ·--·-·-·····-••e--•-···-· ·--·· .. ·-·"·········· .. ···-·"· .............. , .................. , ................................... "' "· ................................ 10 36. Cooperation of Contracting Putie5'. ..... _, .............................................. " ................................................. _ ...... -.............. _·-·-·· 11 37. Tra.nsre, of Jn.t,-ttSt in 1M Contra.rt o r Cha.nge in Pr-efer.enm Sta.tu$. -·--··--····-· .. -...... -.......................................... .u ........ 11 38. Choice ~f La.w and Forum. ··-····· .. ···-··-·-----··-···-····----· .. ···-·-·-· .. ·-···· ............................................................ "· .................. 12 39. Wa iv en ........................................ _ ................... w.................................................. ................ '" ............................................. _ ... 12 4.0. Non«~ ................................................................................................. -.•··-········"·"·-····--·-·--···· .. ····-· ..... · .. -· .. ·.· .. ·"· ............. 12 41 . Contlngml Upot' Approp.ria.tions an.d Au1b.odtalioo. ···-···--· .. ·"·"·-···-·-·· .. --.... -............................................................... 12 42. Cov~-.t Agairtst Contingent Fee$ ........................ _ ...... _ ............................................................................................................. 13 ~43-Cont111d \York Ho11r, and Sitfety St.mdanb .......... u, ............................. ""_. ......................................................... ·-····-·········· 13 t4. Equa l Opporturuty Employmen t rractkes.. ..................................................... --.... -... -·-·--·-·-·-·-······-·--··-·-···· .. ·············· 13 45. U&eof Convict Labor ··-· .. ···-···-· .. ··· .... -.... _ •... --.-·--·--•-·-···-··•··• .. ••e .. ••···--.. •···••e ...................................................... "' ...... 13 ~Legal C&tton Revised September 1, 2<XYJ I. APPLICABILITY. 1. A1wlicability. WESTERN AREA POWER ADMINISTRATION GENERAL POWER CONTRACT PROVISIONS Effective September 1, 2007 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. II. 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 wholly 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. 1 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 Contractor's 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 Contractor's 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 affected 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, be 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 planned or proposed on the system over which the service is supplied, but the costs of any changes made necessary in the Contractor's 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 under 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 Contractor's 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 interfere 3 Effective September 1, 2007 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 Western's 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. III. RATES, BILLING, AND PAYMENT PROVISIONS. 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. 13.4 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 Contrac tor 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 Billin~ 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 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. 18. 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 under 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 Contractor 6 Effective September 1, 2007 under 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 Westem'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, after 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. Eguipment 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 right- of-way or in the Contractor's substations pursuant to the contract which are owned by the United States, by 7 Effective September 1, 2007 permanently affixing thereto suitable markers clearly identifying the United States as the owner of said equipment and facilities. 24. Third-Party 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 Western's 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 Western's transmission system, and said changes or additions are entirely or partially required because of the Contractor's 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 Contractor's 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 Contractor's 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 Rights. 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 contract. The Contractor and the authorized employees, agents, and subcontractors of the Contractor shall comply 8 Effective September 1, 2007 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 Contractor's safety program is satisfactory to the United States. 28.2 The Contractor and its authorized 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 will 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 Toxic Substances Control Act, 15 U.S.C. §§ 2601-2692, the Resource Conservation and Recovery Act, 42 U.S.C. §§ 6901- 6992k, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, 42 U.S.C. §§ 9601- 9 Effective September 1, 2007 9675, the Oil Pollution Act of 1990, 33 U.S.C. §§ 2702-2761, the Clean Water Act, 33 U.S.C. §§ 1251 -1387, the Safe Drinking Water Act, 42 U.S.C. §§ 300f-j26, and the regulations and executive orders implementing these laws, as they 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. 34. 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 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. 10 Effective September 1, 2007 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 Change 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. 37.2 The Contractor shall maintain its status as an entity eligible for preference in Western's 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. 11 Effective September 1, 2007 37.4 The Contractor shall have 120 days after receipt of Western's 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 Westem's proposed determination that the Contractor is in violation of Provision 37.1. 37.6 Within 30 days of receipt of the Contractor's written response provided under Provision 37.4, 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 pa rty shall keep a contemporaneous record of such communications and shall verify receipt by the other party. 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 under the contract. In case such 12 Effective September 1, 2007 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 . 43. 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. §§ 327-334, as amended or supplemented, and to regulations promulgated by the Secretary of Labor pursuant to the Act. 44. Equal Opportunity Employment Practices. Section 202 ofExecutive 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 116kV Facilities The following describes the cost and maintenance responsibilities for Fort Collins and Platte River at the existing Harmony, Linden Tech, Richard Lake, Portner, and Drake Substations. This description will also apply to any future substations that may be constructed by Fort Collins. If any special arrangements are required for a new substation different from the understanding described below, it will be documented in a separate letter agreement between the Fort Collins and Platte River and attached hereto. Fort Collins will furnish, own, and maintain at its expense the following items in each substation owned by Fort Collins: • The substation site with sufficient space for both the Fort Collins and Platte River equipment • Grading and surfacing within the fenced or walled area • Access right-of-way and roads • Perimeter substation fence or wall • Landscaping and maintenance of any grounds outside the fenced or walled area • The 230 or 115kV/13.8kV 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 Fort Collins switchgear room in a common Fort Collins/Platte River switchgear/control building or separate building, whichever is appropriate • A remote terminal unit (RTU), for use to transmit substation information to Fort Collins • The DC power supply system and associated equipment or ½ the cost of a DC system shared with Platte River. • Substation site electric service {equipment, power and energy) • 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 Fort Collins: • All transmission equipment required at the appropriate voltage class to deliver electric capacity and energy to Fort Collins'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 Fort Collins/Platte River switchgear/control building, or the cost of a separate control building, whichever is appropriate • Communication connections for Power System Operations use by both Fort Collins and Platte River • A remote terminal unit (RTU), for use to transmit substation information to and Platte River Fort Collins PSA -Attachment B First Amendment to the Amended PSA Page 1 of3 • Weed control Fort Collins 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 116kV Facilities: Background: In the Transmission Facilities Agreement dated February 22, 1980, Fort Collins leased multiple transmission and substation facilities to Platte River. With that lease Platte River assumed responsibility for 115kV substation facilities at the Timberline Park, Drake, Overland Trail, and Power Plant Substations and the 11 SkV transmission lines from Poudre Tap to Power Plant, WAPA Line to Drake Substation, and the 115kV line south of Timberline Park Substation to Drake Road. Since 1980 the Overland Trail and Power Plant Substations and the Poudre Tap to Power Plant transmission line have been decommissioned are no longer in service and the WAPA line connection along Overland Trail is now connected at Dixon Creek Substation. Since 1980 new substations have been added to the Fort Collins system whose names are Harmony, Linden Tech, Richard Lake, and Fort Collins has added distribution facilities at Platte River's Dixon Creek Substation and Fort Collins' Timberline Substation. Continuation of Lease: Fort Collins agrees to continue the lease of the facilities ("Leased Facilities") on the following list 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 Fort Collins 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 Fort Collins at the termination of this Agreement. The following items comprise the Leased Facilities: Land and Land Rights All land, land rights, and easements on which the following facilities are located: • Dixon Creek Substation to Drake Substation 11 SkV transmission line. • T imberline Park-Drake 11 SkV transmission line. • Timberline Park Substation. • Fort Collins will continue to provide the access road to the Timberline Park Substation as well as landscaping and maintenance of the grounds outside the substation fence. • The land and land rights leased at Timberline Park Substation are shown on Exhibit 1 attached hereto. The City of Fort Collins distribution facilities are located in the cross- hatched area shown on the diagram. Substation Equipment 11 SkV breakers, busses, switches, insulators, meters, relays, control panels, structural steel, foundations, and miscellaneous 11 SkV support equipment at the following substations, which have not been replaced since February 22, 1980: Fort Collins PSA -Attachment B First Amendment to the Amended PSA Page 2 of 3 • Timberline Park Substation • Drake Substation Transmission Lines All poles, conductors, and support equipment required for operation of the following transmission lines: • Dixon Creek-Drake 115kV transmission line • Timberline Park-Drake 115kV transmission line Fort Collins PSA -Attachment B First Amendment to the Amended PSA Page 3 of 3 Headline Copy Goes Here Energy Services Manager Fort Collins Utilities Brian Tholl 6.13.24 Virtual Power Plant Introduction Headline Copy Goes HereWhat is a Virtual Power Plant? 2 •A virtual power plant (VPP) is a network of distributed energy resources (DERs) and systems that, when grouped together, can provide a reliable power supply for energy users. •This differs from “traditional” centralized, large- scale power generation and delivery. •VPPs are regionally unique, and built to handle several use cases. •VPPs require programs to support DER adoption. •VPP best practices continue to emerge. Headline Copy Goes Here 3 Structured Approach to VPP Planning Assess •Drivers •Goals •Desired outcomes •Challenges •Benefits Identify •Services •Functional capabilities •Target technology roadmap Determine •Current state •Gap analysis •Roadmap Headline Copy Goes Here 4 Goals for VPP development Goals Drivers Enhanced customer experience Reliability Financial sustainability Environmental responsibility 1.Provide DER benefits to all customers and facilitate DER deployment X X X 2.Embed DERs into planning X X X 3.Facilitate DER enrollment, interconnection, and aggregation X X X 4.Integrate DERs into operations X X X X 5.Institute common standards and processes for DERs among Platte River and the owner communities X X X X 6.Incorporate safety in planning and operations X X X 7.Comply with cybersecurity and data privacy/ protection policies and standards X X X Headline Copy Goes Here 5 17 Functional Capability categories And 160+ functional use cases (not shown) Functional use cases define needed technology systems and architecture… Aggregation- Independent (FERC 2222) Aggregation- PRPA/OC Analytics & Reporting Architecture & Integration DER Control & Dispatch (operate DERs) DER Enrollment/Interconnection DER Program Management DER Visibility Distribution Grid Management Forecasting Grid Reliability Optimization Planning Safety, Security, and Compliance Settlement/Billing Telecom/Telemetry Virtual Power Plant (VPP) Headline Copy Goes Here 6 Functional Use Cases: Examples Analytics & Reporting ANR With the DERMS I want to…Additional Detail or Clarification Time Frame People/ Organizations Systems/ Integrations/ Devices Actual vs Forecast Reporting ANR-01 [PLA- 03] Generate standard and ad hoc reports showing actual DER performance relative to forecast and disaggregated from load at various levels/groupings •Entire grid (All PRPA) •Individual OC •Individual substation •Distribution feeder •Aggregated DERs •Individual DERs •Custom groupings •Weather effects on performance (actual vs forecast weather This reporting is mostly for internal use. Can be used for human refinement to forecast algorithms and DER settings 2027-1Q @ Launch Evolves DER Ops; IT/OT AMI Data management DER/DR Platforms Forecasting Grid Edge Systems Individual DER MDMS Telecom M&V Data ANR-02 [SBL-03] [PLA-04] Gather, format and package M&V data for generation of M&V reporting. M&V reports may be generated by the DERMS or DERMS will provide data to separate reporting platform(s). Includes gathering M&V data from DER platforms external to DERMS Gather, format and package M&V data according to PRPA and market standards. Send M&V data to external M&V reporting platform-OR- DERMS generations M&V reports directly. M&V reports should be standard reports in a standard format (not ad hoc). Assumed M&V date will be inputs to Planning and Forecast tools. 2027-1Q @ Launch DER Ops DIST Planning GEN Planning IT/OT PGM Mgmt TSM Planning AMI Data management DER/DR Platforms DIST Planning Forecasting GEN Planning Grid Edge Systems Individual DER M&V Reporting MDMS Telecom TSM Planning Weather Headline Copy Goes Here 7 Virtual Power Plant (VPP) Ecosystem Customers Adopt DERs and participate in VPP to: Fort Collins & Owner Community (OC) utilities Enable DER adoption and distribution benefits Platte River Enable DER adoption and Transmission benefits Market (SPP RTOW 2026) Enable DER adoption and VPP Participation •Provide service Productivity Comfort Convenience Reliability Resilience •Decarbonize •Save money •Provide customer service •Decarbonize •Improve reliability and resilience •Manage costs •Serve owner communities •Decarbonize •Improve reliability and resilience •Manage costs •Improve reliability and resilience •Economically serve load Policies Requirements Agreements Systems Programs Integrations Data/Information Value Headline Copy Goes HereTarget Technology Landscape: Draft 8 Headline Copy Goes Here 9 Target Technology Landscape: Supporting Acronyms for Draft Headline Copy Goes Here 10 Strategies for DER Management Maximum DER benefits will come from suite of solutions Control Request: notification Rates: time varying price signals Behavioral: education Passive: efficiency, building and equipment optimization Headline Copy Goes HereChallenges: Electric Vehicle Load Management 11 Not connected to vehicle Not plugged into charger Not actually charging The customer opted out Max Load Available is ~ 7.8 kW per EV. But then one or more of the following challenges arise: This will result in average load shed by controlled device to be 0.4-1.0 kW Headline Copy Goes HereChallenges: Thermostat Load Management 12 Max Load Available is 3 kW per enrolled thermostat. But then one or more of the following challenges arise: Thermostat not connected Thermostat is in cooling mode Customer opts out Customer overrides This will result in average load shed by controlled device to be 0.6-1.0 kW Headline Copy Goes Here 13 Capacity Reduction Findings: DER Potential Study Headline Copy Goes Here 14 Key Takeaways: DER Potential Study Headline Copy Goes Here 15 Customer Perspective: FC Solar + Storage Program Survey Question: “What other concerns do you have about connecting to a system that allowed Fort Collins Utilities to manage a battery storage system at your home?” “I would not be interested in having the city control my battery at all. You should incentivize us to act in the way you’d like.” “(I) Do not want anyone to manage my system but me.” “Battery technology, at this time, has a short lifespan...on the order of ~1500-2000 cycles depending on how it is used. I'd want to restrict that cycle use to only peak-power times, otherwise the cost benefit greatly reduces.” “I am not worried about outages, we’ve had just 4 of any significant length in 30 years, all under 6 hours max… I like the peak shaving aspect for the utility and us overall.” “Don’t want it won’t use it if mandated I will shut the system down. It is mine not yours.” “Security - what if Fort Collins Utilities was hacked? What could happen to my home and system?” Headline Copy Goes Here 16 Gaps & Next Steps Support for infrastructure upgrades: from substation (PRPA/Utility) to customer electrical panels Enabling Utilities Administrative Policies System Integration (internal and external resources): ADMS enhancement and DERSM expansion Customer programs and DER deployment Headline Copy Goes Here 17 Final Comments Fort Collins and Platte River Power Authority continue collaboration on DER Strategic Planning Technology Roadmap in progress to building virtual power plant capabilities We are executing a 5–10 year plan enhancing DER management in Fort Collins and beyond Fort Collins continues to share lessons learned on 10+ years of history of local DER management Headline Copy Goes Here