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Home My WebLink About08/14/2025 - ENERGY BOARD - AGENDA - Regular Meeting ENERGY BOARD REGULAR MEETING August 14, 2025 – 5:30 pm 222 Laporte Ave – Colorado Room Teams – See Link Below 1. [5:30] CALL MEETING TO ORDER 2. [5:30] PUBLIC COMMENT 3. [5:35] APPROVAL OF JULY 10, 2025 MINUTES 4. [5:45] STAFF REPORTS (30 Min.) • 2024 IECC Code Memo (Decision) Brad Smith, Senior Project Manager 5. [6:15] BUILDING PERFORMANCE STANDARDS PILOT UPDATE (30 Min, Discussion) Katherine Bailey, Project Manager 6. [6:45] ORGANIC CONTRACT & POWER SUPPLY AGREEMENT MEMO (30 Min, Decision) 7. [7:15] FUTURE AGENDA REVIEW (5 Min.) 8. [7:20] BOARD MEMBER REPORTS 9. [7:25] ADJOURNMENT Participation for this Energy Board Meeting will be in person at 222 Laporte Ave. Participation is also available online via Teams. Click or copy/paste this link into your browser: fcgov.com/energy-board-regular-meeting Online Public Participation: The meeting will be available to join beginning at 5:15 pm, August 14, 2025. Participants should try to sign in prior to the 5:15 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 Teams Meeting to ensure all participants have an opportunity to address the Board or Commission. To participate: • Please note: You do not need a Microsoft account or the Teams App to join or participate in the meeting. • 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 REGULAR MEETING HOW TO JOIN A TEAMS MEETING WITHOUT A MICROSOFT ACCOUNT: You can join a Teams meeting anytime, from any device, whether or not you have a Teams account. If you don't have an account, follow these steps to join. 1. Select or copy/paste the following link: fcgov.com/energy-board-regular-meeting 2. That'll open a web page, where you'll see two choices: “Continue on this browser” and “Join on the Teams app”. You do not need to install the Teams app to join the meeting. 3. If you join the meeting on your browser, Microsoft Edge or Google Chrome will both work. Your browser may ask if it's okay for Teams to use your mic and camera. When you select Allow, you should always turn off your mic and/or video once you join the meeting. 4. When you're ready, select Join now. 5. Tip: Join the meeting up to 15 minutes before the meeting start time to test your setup, troubleshoot, or see how Teams works. Meeting organizers and participants won't be notified that you've joined the meeting until 15 minutes before the scheduled start time. ENERGY BOARD July 10, 2025 – 5:30 pm 222 Laporte Ave – Colorado Room ROLL CALL Board Members Present: Frederick Wegert, Wendell Stainsby, Marge Moore (remote), Aleksander Thorstensen, Scott Canonico (remote), Jason Hevelone Board Members Absent: Brian Smith, Natalie Montecino, Jeremy Giovando OTHERS PRESENT Staff Members Present: Christie Fredrickson, Michael Authier, Travis Walker, Leland Keller, Yvette Lewis-Molk (remote), Members of the Public: Sarah Leonard (PRPA), Tim Blodgett (PRPA), Leigh Gibson (PRPA, remote), Javier Camacho (PRPA, remote) MEETING CALLED TO ORDER Chairperson Smith 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 June 12, 2025, minutes. The minutes were approved as amended. ORGANIC CONTRACT & POWER SUPPLY AGREEMENT Travis Walker, Light & Power Director Yvette Lewis-Molock, Assistant Attorney II The organic contract is a four-way agreement among Platte River’s owner communities (Fort Collins, Loveland, Longmont, and Estes Park). The contract essentially services as Platte River’s “constitution”, as it establishes the governance structure. Colorado law empowers governmental units to contract with each other to jointly provide any function, service, or facility, including a governmental power authority. The contract also grants Platte River enumerated powers, including bonding authority, and with proper authorization Platte River may also provide additional services for its owner communities. The current contract runs through December 31, 2060. The Power Supply Agreements are separate bilateral agreements between Platte River and each owner community. The terms are essentially identical across all agreements, but each one reflects the individua community’s mutual commitment to follow shared rules. These agreements also secure all revenues and bonds issued by Platte River, revenue from energy purchases by the owner, Communities Fund, Platte River’s operations, capital investments, and debt service. ENERGY BOARD REGULAR MEETING The Platte River Board aims to reach a 100% non-carbon energy mix by 2030 while being reliable, affordable, and environmentally responsible. These goals come with significant system changes. Platte River is fundamentally transforming how power is generated and delivered to its owner communities. These contracts and agreements are being updated to reflect the board’s policy goals, as well as updated outdated language so they remain relevant and durable for the coming decades. A long-term extension also sends a positive signal to financial markets, which supports new bond issuances starting as early as 2026. The Power Supply Agreements are sometimes referred to as the All-Requirements agreement. Mr. Walker explained this outlines Platte River as the sole electricity provider for each owner community, with the exceptions of net-metered energy (customer owned DERs), up to 1% (of the community’s peak load) in small scale generation, and legacy generation (anything before 1974). For Fort Collins, that is roughly 3.5MW, and Mr. Walker said he is not currently concerned about the limit, since the Utility is currently only generating about 0.5 MW in small scale generation (Riverside Community Solar Garden). He also noted that anything behind the meter, meaning customer-owned, does not go toward the 1% limit. Having an all-requirements contract is beneficial to the owner communities due to the economics of scale. Platte River is able to build large wind and solar farms, as well as larger scale batteries and do these projects with cost effectiveness and equity amongst the communities. This mitigates some risks for all parties while still being able to provide and manage the resources. Mr. Walker reviewed the timeline and next steps for this process, which is expected to conclude with all parties signing later this fall (ideally before the Mayor and City Council turns over after elections). He emphasized the City and Utility’s support for the contract extension and wondered if the Board would consider drafting a memo in support of the contract extension. Board member Hevelone asked how common this type of community and wholesale power provider partnership is. Mr. Blodgett said Joint Action Agencies are quite common, though they range in size. He recently came to Platte River from a JAA in South Dakota that had 61 owner communities across four states. Mr. Blodgett noted that JAAs started with generation and transmission, but many are building out to find other ways to provide value where their communities need it most, adding that there are about 2000 government owned utilities across the US, but the vast majority of them are small (5000 customers or less), so these partnerships are essential for providing the economies of scale. Board member Moore asked if there has been any discussion about increasing the 1% of small-scale generation as the community’s population grows and solar (and other renewables) adoptions become more common. Mr. Walker said the 1% doesn’t count anything behind a meter, so customer-owned solar (etc.) would not be affected by that limitation. Ms. Moore clarified she meant community solar projects as the community begins to look toward the City to provide opportunities. Ms. Leonard said Platte River is committed to working with communities to create DERs, doing these kinds of projects at scale is beneficial for everyone, but Platte River can be the partner to help accomplish these larger scale projects without having to risk undermining bond security. Mr. Walker added that the Utility could theoretically build 6-7 more solar gardens, similarly sized to the Riverside garden), and still be below the 1% threshold. Board members indicated they would be supportive of drafting a memo if they were able to see the final version of the contract after the redlines from all communities have been implemented. Ms. Leonard said Platte River staff has been working with the owner communities’ City Attorney’s to create a summary chart of redlines that contains the before language, the updated language, and an explanation as to why the change was made, and Fort Collins staff could provide that table to the Board once all communities ENERGY BOARD REGULAR MEETING have agreed upon the changes. GENERATION VS. CONSUMPTION GOALS Michael Authier, Energy Services Engineer III At the Board’s June 26 work session, they spent time discussing the accounting behind generation and renewable energy goals, and they wanted to spend additional time discussing at tonight’s meeting. Mr. Authier explained that it’s not possible to trace any consumed generation’s original point of origin, but accounting provides a method to assign a consumed source (through metering, contracts, and agreements). A renewable energy certificate, or REC, is a market-based instrument that represents the property rights to the environmental, social, and other non-power attributes of renewable electricity generation. RECs are issued when one megawatt-hour (MWh) of electricity is generated and delivered to the electricity grid from a renewable energy resource. A REC can be unbundled and sold separately from energy, but then the energy sold is no longer considered renewable. Mr. Authier noted that Utilities only considers energy as renewable if the associated certificates are owned, and no unbundled certificates will be purchased or put toward climate accounting. When a generation authority (such as Platte River) says they are 100% renewable, they are referring to the power they generate; however, when a distribution utility (such as Fort Collins) says they are 100% renewable, they are generally referring to consumption. All of Fort Collins’ climate goals in the Our Climate Future plan are consumption-based goals. As Platte River enters a regional market, their generation goal is that everything they feed onto the regional system is renewable, and Fort Collins’ consumption goal ensures that there is enough renewable generation to meet our loads. Mr. Authier reminded the Board where they left off after the work session: wondering if they want to recommend additional goals or changing the existing goals. Board member Canonico said it seems like there would be value in in clearly identifying what the standard of practice is, so there’s common understanding among everyone when someone says they’re “100% renewable.” Vice Chairperson Wegert agreed that there would be value in adding more clarity to the goals and definitions. He also thinks there should be more direction in educating the public about these goals and how they are accounted for. Mr. Authier mentioned that at the work session Mr. Tholl explained that the Utility is on track to consume 100% renewable energy, even if Platte River is only generating 88% renewable energy by 2030. He added that it’s imperative to figure out how to communicate that with brevity and clarity. Board members seemed to agree that the way the goals are currently written in Our Climate Future make sense, but it may be necessary to revisit how that information is communicated to the public who may not be as familiar with electric generation and distribution. They also agreed that the way RECs are accounted for makes sense since there is no way to account for every single electron that passes through the grid; pushing out more renewables to match what is being used is a more practical way to reconcile. CITY COUNCIL 6-MONTH PLANNING CALENDAR REVIEW The Board reviewed City Council’s 6-Month Planning calendar, identifying topics they might like to align ENERGY BOARD REGULAR MEETING with on their own planning calendar, including energy code, Our Climate Future strategic funding, building standards, and 2026 utility rate increases. City Council will also hear about 2026 Budget Revisions for the general fund, and the Board may like to see a packet item from staff on that topic. They are also interested in spending a future meeting or work session talking about potential strategies to affect natural gas usage and emissions in the community. BOARD MEMBER REPORTS None. FUTURE AGENDA REVIEW In August, the Board will discuss the final revisions of the electric code, which is going before City Council in September. They will also have an update on Building Performance Standards. ADJOURNMENT The Energy Board adjourned at 7:31 pm. Headline Copy Goes Here Performance Path to Zero Carbon: New Construction by 2030 Code appendix overview and how to comply August 14, 2025 Headline Copy Goes HereWhy develop this code? Big Move 6 EFFICIENT, EMISSIONS FREE BUILDINGS EEFB2: Develop an energy performance path for new construction to zero carbon building by 2030. Community Conversations 2019 Headline Copy Goes HereWhy develop this code? City Council priority #6 Reduce climate pollution and air pollution through best practices, emphasizing electrification. Building energy use accounts for over 2/3 of the community emissions inventory; vehicle transportation emissions account for 25%; small engines (such as lawn and garden equipment) contribute to both local Greenhouse Gas emissions and air pollution; and the North Front Range is in a severe non-attainment zone for air quality under the Clean Air Act. Without significantly reducing emissions from these sectors, it will be impossible to improve air quality and meet Council-adopted climate goals. www.fcgov.com/council Headline Copy Goes HereImplementing the Performance Path to Zero Carbon Building 1.Developed as Appendices to the 2024 IECC •Appendix CZ – Commercial •Appendix RZ – Residential 2.Adopt appendices through our code amendments Code Language: A new Appendix CZ Commercial Performance Path to Zero Carbon Building is hereby adopted in its entirety. Headline Copy Goes HereCommercial Appendix CZ Overview of Appendix CZ This appendix results in commercial buildings reaching zero carbon over the course of three code cycles. Overall objectives are for buildings to meet specified site energy use* (EUI) and specified emissions** by building type. •Electricity emissions are calculated using forecasted, or long- run marginal emissions rates for specific time periods. •Fossil fuel emissions are calculated by multiplying annual consumption by specified CO2e emissions factors for fuel type. *CZ103.2.1 Building Energy Compliance **CZ103.2.2 Building Emission Compliance Building model developed from performance energy modeling Headline Copy Goes HereCommercial Appendix CZ How to comply with Appendix CZ The annual energy emissions values for both a proposed design (how they’ll build) and a standard reference design (code baseline) are calculated through energy modeling software. Where buildings need to meet the renewable energy requirements, compliance must be demonstrated through design of a proposed on-site renewable energy system that meets the required values based upon the conditioned area of the proposed building. Where on-site renewable energy system requirements cannot be met exceptions are provided for off-site procurement. Headline Copy Goes HereCommercial Appendix CZ How to comply with Appendix CZ Where off-site renewable energy procurement is to be through exceptions to on-site systems, procurement factors are applied by building typea. These provide allowances where specific building types cannot meet emissions requirements. a.Restaurants, food processing, crematory, emergency systems, laundromats or others w/ high process loads as determined by the code official on a case-by-case basis. Building Type Procurement Factor Apartments 1 Hospital .35 Restaurant .10 All othera .10 Headline Copy Goes HereResidential Appendix RZ Overview of Appendix RZ This appendix results in residential buildings reaching zero carbon over the course of three code cycles. The requirements are designed to work where residential buildings less than three stories above grade use the Energy Rating Index compliance path. Computer software* used for calculating ERI compliance is capable of providing a Carbon Dioxide equivalence emissions rating or CO2e Index value. An index value of 0 represents a residential building that emits zero net CO2e annually. *RESNET Carbon Index: https://www.resnet.us/about/hers-carbon-rating-index/ Headline Copy Goes HereResidential Appendix RZ How to comply with Appendix RZ Headline Copy Goes HereResidential Appendix RZ How to comply with Appendix RZ: Examples Headline Copy Goes Here APPENDIX CZ COMMERCIAL PERFORMANCE PATH TO ZERO CARBON BUILDING The provisions contained in this appendix are not mandatory unless speciﬁcally referenced in the adopting ordinance. Purpose and identiﬁes future targets CZ101 General CZ101.1 Scope. Commercial buildings shall comply with the requirements in this appendix. CZ102 General Deﬁnitions CARBON DIOXIDE EQUIVALENT (CO2e): a measure used to compare the impact of various greenhouse gases based on their global warming potential (GWP). CO2e approximates the time-integrated warming effect of a unit mass of a given greenhouse gas relative to that of carbon dioxide (CO2). GWP is an index for estimating the relative global warming contribution of atmospheric emissions of a particular greenhouse gas compared to emissions of an equal mass of CO2. COMMUNITY RENEWABLE ENERGY FACILITY: a facility that generates electricity energy with photovoltaic, solar thermal, geothermal energy, or wind energy systems, and is qualiﬁed as a community energy facility under applicable state and local utility statutes and rules. RENEWABLE ENERGY POWER PURCHASE AGREEMENT (PPA), FINANCIAL: a ﬁnancial arrangement between a renewable electricity generator and a purchaser wherein the purchaser pays or guarantees a price to the generator for the project’s renewable generation. Also known as a “ﬁnancial power purchase agreement” and “virtual power purchase agreement.” RENEWABLE ENERGY POWER PURCHASE AGREEMENT (PPA), PHYSICAL: a contract for the purchase of renewable electricity from a speciﬁc renewable electricity generator to a purchaser of renewable electricity CZ103—COMPLIANCE CZ103.1 Compliance. Where compliance is demonstrated using Simulated Building Performance option of Section C401.2.1 follow Section CZ103.2-CZ103.5. CZ103.2.1 Building Energy Compliance. The proposed building model performance (Site EUI) will be demonstrated not to exceed the values in Table CZ103.2.1 using the energy modelling procedures described in C407.4 and section CZ103.3 of this appendix. The energy from on-site or offsite renewable energy production shall not be subtracted from the proposed or simulated design energy for the purposes of this section. Buildings with multiple occupancy types listed in Table CZ103.2.1 may develop APPENDIX CZ—COMMERCIAL PERFORMANCE PATH TO ZERO CARBON BUILDING a performance target based on an area weighted average EUI calculated by ﬂoor area of each occupancy type. Table CZ103.2.1Site EUI Targets Building Type Target (kBtu/ft2/year)Targeta (kBtu/ft2/year) Targeta (kBtu/ft2/year) Medium Office (5,000- 50,000 sf) 23 21 20 Apartment 29 26 24 Primary School 39 24 19 Large office 38 31 23 Small Office 20 19 17 Secondary School 26 22 19 Warehouse 11 10 9 Retail Store 36 35 34 Small Hotel 41 33 25 Hospital 74 69 65 Restaurant 228 177 126 Strip Mall 35 30 25 a. These are projected EUI targets for buildings constructed under the 2027 and 2030 code cycles and are not required for the 2024 code. CZ103.2.2 Building Emission Compliance. The annual energy emissions (AEEp) of the proposed design shall be less than or equal to the annual energy emissions (AEEb) of the standard reference design as modiﬁed in Equation CZ-1. Electricity energy emissions for the standard reference design [Equation CZ-2] and proposed design [Equation CZ-3] shall be calculated using the long-run marginal emission rates from table CZ103.4 for each time period. The calculation shall be made using month-hour (288 values) or annual-hour values (24 Values). For fossil fuels and thermal energy, the CO2e emissions shall be calculated by multiplying the CO2e emission factors taken from Table CZ103.3.4 times the annual consumption. Compliance using CZ-1 shall be demonstrated using the emissions factor CO2F found in table CZ103.2.2. Table CZ103.2.2 Emission Factors Emission Factor (CO2F) a a 0.95 0.50 0.0 a. These are projected CO2F targets for buildings constructed under the 2027 and 2030 code cycles and are not required for the 2024 code. Equation CZ-1 AEEp ≤ AEEb * CO2F AEEx = Annual Energy Emissions of the proposed design (AEEp) or standard reference design (AEEb). APPENDIX CZ—COMMERCIAL PERFORMANCE PATH TO ZERO CARBON BUILDING C02F = Emission Factor, found in table CZ103.2.2 And Equation CZ-2 AEEb = Σ[qe,t x ee,t] + Σ [Qi x ei] Equation CZ-3 AEEp = Σ[qe,t x ee,t] + Σ [Qi x ei] - AE Where: qe,t = Net onsite electricity consumption for time period t, MWh ee,t = Long-run marginal CO2e emissions rate for electricity in time period t from Table CZ103.4 Qi = annual energy consumption for fossil fuels or thermal energy, MWh ei = CO2e emissions rate taken from Table CZ103.3.4 for fossil fuel or thermal energy type i AE = avoided CO2e emissions resulting from the purchase of off-site renewable energy (See equation CZ- 4) The avoided emissions from off-site renewable energy procurement shall be calculated as shown in the following equation and meet the requirements of Section CZ103.4. Equation CZ-4 AE = Σ[Qg x REPF x AEg] Where: Qg = annual renewable electricity procured for renewable energy generator type g, MWh g = index for generator type AEg = annual avoided CO2e emissions rate for renewable energy generator type g from Table CZ103.6 (2) units kg/MWh REPF = Renewable Energy Procurement Factor from Table CZ103.6 (3) CZ103.3.1 Calculation Procedure Except as speciﬁed by this section, the standard reference design and proposed design area shall be conﬁgured and analyzed using identical methods and techniques. CZ103.3.2 Building Speciﬁcations. The standard reference design and proposed design shall be conﬁgured and analyzed as speciﬁed by Table C407.4.1(1) with the following modiﬁcations: 1. The Heating systems fuel type for the Standard Reference Design shall be electric. 2. The Cooling systems fuel type for the Standard Reference Design shall be electric. 3. The Service water heating fuel type for the Standard Reference Design shall be electric. Table C407.4.1(1) shall include by reference all notes contained in Table C402.1.2. APPENDIX CZ—COMMERCIAL PERFORMANCE PATH TO ZERO CARBON BUILDING CZ103.3.3 Thermal Blocks. [RESERVED] The standard reference design and proposed design shall be analyzed using identical thermal blocks as speciﬁed in Section C407.4.2.1, C407.4.2.2 or C407.4.2.3. CZ103.3.4 Emission Rates for Fossil Fuels and Thermal Energy Table CZ103.3.4 CO2e Emission Factors for Fossil Fuels and Thermal Energy Liquiﬁed Petroleum Gas or Propane Other Fuels not Speciﬁed in this Table CZ103.4 (C407.3.1) Long Range Marginal Emission Rates. This section contains the long-run marginal emission rates for use with Section CZ103.2 (ei in equation CZ-2 and CZ-3) LRMERs, based on a 20-year CO2e time horizon, are provided for the Cambium Generation and Emission Assessment Regions shown in Figure CZ-2. Where comparing or combining CO2e values, a consistent GWP time-horizon shall be used for all estimates of CO2e. APPENDIX CZ—COMMERCIAL PERFORMANCE PATH TO ZERO CARBON BUILDING FIGURE CZ-2 CAMBIUM GENERATION AND EMISSION ASSESSMENT REGIONS (2021 VERSION) Table CZ103.4 (C407.3.2(1)) RMPAc - Hourly and Avoided Emissions (kg/MWh) Hour January February March April May June July August September October November December Annual - 223 237 171 158 175 188 209 237 243 227 265 258 217 1 227 232 173 162 174 206 223 240 256 238 269 253 222 2 225 231 168 154 179 198 234 247 244 229 276 259 222 3 229 233 174 155 180 199 234 258 253 222 269 261 224 4 227 225 183 155 175 176 222 244 250 234 259 245 217 5 215 206 175 145 159 157 171 214 231 223 254 240 200 6 224 205 152 140 137 144 145 189 214 203 243 240 187 7 213 182 154 129 146 148 139 170 184 185 226 223 176 8 181 162 150 135 150 144 142 160 183 184 207 200 167 9 172 164 143 138 141 139 132 155 174 188 213 189 162 10 166 174 134 133 146 138 131 154 170 181 220 195 161 13 182 171 136 141 141 141 125 160 157 193 208 201 162 17 215 204 193 169 172 150 174 209 215 204 235 238 198 APPENDIX CZ—COMMERCIAL PERFORMANCE PATH TO ZERO CARBON BUILDING 21 223 210 174 161 173 200 193 217 225 229 242 249 208 CZ103.5 On-Site Renewable Electricity Systems. In addition to any renewable energy generation equipment provided to comply with Section C406.3, buildings shall install equipment for on-site renewable energy generation with a direct current (DC) nameplate capacity rating of not less than that computed using Equation CZ-8. Equation CZ-7 AA = CA + SNA/3 where: AA = Adjusted area, in ft2 (m2). CA = Conditioned area, in ft2 (m2). SNA = Semi-heated and nonconditioned area, in ft2 (m2). Equation CZ-8 REQ = AA × CF where: REQ = Required on-site capacity, in DC watts. AA = Adjusted area from Equation CZ-7, in ft2 (m2). CF = Capacity factor from Table CZ103.5, in watts/ft2 (m2). Table CZ103.5 On-Site Renewable Electricity Climate Zone Capacity Factor 5B 2.0 W/ft2 Exceptions: 1. Any required renewable energy generation capacity in excess of 10 watts per square foot (108 W/m2) of net available roof area is permitted to be provided using an off-site renewable energy system in accordance with Section CZ103.6. For the purposes of this section, net available roof area is the gross roof area minus the roof area occupied by any combination of skylights, mechanical equipment, vegetated areas, required access pathways, vehicle parking and occupied roof terrace area. 2. A building with a permanently-installed, on-site renewable energy system that meets the following criteria: APPENDIX CZ—COMMERCIAL PERFORMANCE PATH TO ZERO CARBON BUILDING 2.1. The system produces the energy output equivalent to covering 40 percent of the net roof area with solar photovoltaic calculated as the horizontally projected gross roof area less the area covered by skylights, occupied roof decks, vegetative roof areas, and mandatory access or set back areas as required by the International Fire Code. 2.2. The system is located on the roof or overhang of the building or on the roof or overhang of another structure located within 250 feet of the building, on the building premises, on covered parking, or another approved location installed with the building project and under the same property ownership. 3. The following buildings are permitted to provide off-site renewable energy generation in accordance with Section CZ103.6 in lieu of all or part of the on-site renewable energy generation capacity required by Section CZ103.5: 3.1. A building with a solar-ready zone that is shaded for more than 70 percent of daylight hours annually. 3.2. A building where a licensed design professional certiﬁes that the incident solar radiation available to the building is not suitable for a solar-ready zone. 3.3. A building where a licensed design professional certiﬁes that the solar-ready zone area required cannot be met because of extensive rooftop equipment, skylights, vegetative roof areas, or other obstructions. CZ103.6: Off-Site Renewable Energy. Buildings that qualify for one or more exceptions to section CZ103.5 and that do not have on-site renewable energy systems sufficiently sized to fully comply with Section CZ103.5 shall procure off-site renewable energy in accordance with sections CZ103.6.1 through CZ103.6.3. Such procured energy shall provide not less than the total annual required off-site renewable energy determined with Equation CZ-10 and shall be provided in addition to any renewable energy provided to comply with Section C406.3. Equation CZ-9 DEF = REQ – INSTL Where: DEF = Renewable capacity deﬁcit in DC Watts. REQ = Required on-site capacity in DC Watts, from Equation CZ-8 INSTL = Installed on-site capacity, in DC Watts. Equation CZ-10 OFF= (4.4 x DEF) x PF Where APPENDIX CZ—COMMERCIAL PERFORMANCE PATH TO ZERO CARBON BUILDING OFF = Off-site renewable energy to be procured, in kWh/year. PF = Procurement energy Factor from table CZ103.6 (1) Table CZ103.6 (1) Procurement Factor for use with Off-site Renewable Energy Building Type Procurement factor Medium Office 1 Apartment 1 Primary School 1 Large office 1 Small Office 1 Secondary School 1 Warehouse 1 Retail Store 1 Hotel/Motel 1 Hospital .35 Restaurant .10 Strip Mall 1 All othera .10 a. Includes the following building types, Laundromat, Food Processing Establishments, Emergency Systems, Crematory, or other buildings with high process loads as determined by the Code Official on a case-by-case basis. Table CZ103.6 (2) Avoided Emissions from Off-Site Purchase of Renewable Energy (kg/MWh) GEA Region Solar Wind Hydro Other Renewables RMPAc 159 195 187 191 Table CZ103.6 (3) Multipliers for Renewable Energy Procurement Method Location Renewable Energy Source Renewable Energy Procurement Factor On-site On-site renewable energy system 1.00 Off-site Off-site renewable energy system owned by the building project owner CZ103.6.1 Off-Site Procurement APPENDIX CZ—COMMERCIAL PERFORMANCE PATH TO ZERO CARBON BUILDING The building owner shall procure and be credited for the total amount of off-site renewable energy required by Equation CZ-10. Procured off-site energy shall comply with the requirements applicable to not less than one of the following: 1. Community renewable energy facility. 2. Financial renewable energy power purchase agreement. 3. Direct Ownership. 4. Renewable Energy Investment Fund. 5. Green Retail Tarriff. 6. The energy source shall produce electricity from solar, wind, or geothermal energy. Exceptions: 1. Captured methane from feed lots and landﬁlls are permitted to be used to generate electricity for the purposes of this section. 2. Hydropower from new generation capacity on a non impoundment or new generation capacity on an existing impoundment that meets one of the following conditions: 2.1. The hydropower facility complies with the Low Impact Hydropower Certiﬁcation Handbook and is certiﬁed by a nationally recognized accreditation organization. 2.2. The hydropower facility complies with UL 2854 and is certiﬁed by an organization that has the standard in its ISO/IEC 17065 scope of accreditation. 2.3. The hydropower facility consists of a turbine in a pipeline or a turbine in an irrigation canal. 2.3.1. For facilities falling under Exception 2.1 or 2.2, only output generated during the period of certiﬁcation is eligible for RECs sale in accordance with the provisions of this section. Renewables from new impoundments of water are not eligible. CZ103.6.1.1 The generation source shall be located where the energy can be delivered to the building site by any of the following: 1. Direct connection to the off-site renewable energy facility 2. The local utility or distribution entity 3. An interconnected electrical network where energy delivery capacity between the generator and the building site is available (Informative Note: Examples of interconnected electrical networks include regional power pools and regions served by independent system operators or regional transmission organizations.) CZ103.6.2 Off-Site Contract. The renewable energy shall be delivered or credited to the building site under an energy contract duration of not less than 15 years. The contract shall be structured to survive a partial or full transfer of ownership APPENDIX CZ—COMMERCIAL PERFORMANCE PATH TO ZERO CARBON BUILDING of the building property. The total required off-site renewable energy shall be procured in equal installments over the duration of the off-site contract. CZ103.6.3 Renewable Energy Certiﬁcate (REC) Documentation The property owner or owner’s authorized agent shall demonstrate that where RECs are associated with on-site and off-site renewable energy production required by CZ103.5 and CZ103.6, the following criteria shall be met: 1. The RECs shall be retained and retired by or on behalf of the property owner or tenant for a period of not less than 15 years or the duration of the contract in section CZ103.6.2, whichever is less. 2. The RECs shall be created within a 12-month period of the use of the REC. 3. The RECs represent a generating asset constructed not more than 5 years before the issuance of the certiﬁcate of occupancy. RESIDENTIAL PERFORMANCE PATH TO ZERO CARBON BUILDING PROVISIONS The provisions contained in this appendix are not mandatory unless specifically referenced in the adopting ordinance. General Comments International Energy Conservation Code® (IECC®) that would result in residential buildings reaching zero carbon by 2030 code over the course of three code cycles. Jurisdictions have the prerogative to adopt the appendix in support of policy goals related to energy efficiency and renewable energy. The provisions contained in this appendix are not mandatory Purpose Appendix RZ is specifically for new residential buildings as defined in Chapter 2. The Zero Carbon Residential Building Provisions are designed to work with residential occupancies where the Energy Rating Index (ERI) can be applied including one- and two-family dwellings and townhouses as well as Group R-2, R-3 and R-4 buildings three stories or less in height above grade plane. This appendix is not intended to apply to existing building projects as RZ SECTION RZ101—GENERAL RZ101.1 Scope. This appendix applies to new residential buildings. RZ101.2 Application. Residential buildings shall comply with Section R406 except as amended by this appendix. Exception: Additions, alterations, repairs and changes of occupancy to existing buildings complying with Chapter 5. RZ102.2 Certificate (replaces Section R401.3). A permanent certificate shall be completed by the builder or other approved party and posted on a wall in the space where the furnace is located, a utility room or an approved location inside the building. Where located on an electrical panel, the certificate shall not cover or obstruct the visibility of the circuit directory label, service disconnect label or other required labels. The certificate shall indicate the following: 1. The predominant R-values of insulation installed in or on ceilings, roofs, walls, foundation components such as slabs, basement walls, crawl space walls and floors and ducts outside conditioned spaces. 2. U-factors of fenestration and the solar heat gain coefficient (SHGC) of fenestration. Where there is more than one value for any component of the building thermal envelope, the certificate shall indicate both the value covering the largest area and the area weighted average value if available. 3. The results from any required duct system and building thermal envelope air leakage testing performed on the building. 4. The types, sizes and efficiencies of heating, cooling and service water-heating equipment. Where a gas-fired unvented room heater, electric furnace or baseboard electric heater is installed in the residence, the certificate shall indicate “gas- fired unvented room heater,” “electric furnace” or “baseboard electric heater,” as appropriate. An efficiency is not required to be indicated for gas-fired unvented room heaters, electric furnaces or electric baseboard heaters. 5. Where on-site photovoltaic panel systems have been installed, the array capacity, inverter efficiency, panel tilt and orientation shall be noted on the certificate. 6. For buildings where an Energy Rating Index score is determined in accordance with Section R406, the Energy Rating Index score and CO2e Index, both with and without any on-site generation, shall be listed on the certificate. 7. The code edition under which the structure was permitted. 8. Where a solar-ready zone is provided, the certificate shall indicate the location and dimensions. SECTION RZ102—GENERAL DEFINITIONS CO2e INDEX. A numerical integer value, calculated in accordance with ANSI/RESNET/ICC 301, that represents the relative Carbon Dioxide equivalence (CO2e) emissions of a rated design as compared with the CO2e emissions of the CO2e reference design, where an Index value of 100 represents the CO2e performance of the CO2e reference design and an Index value of 0 (zero) represents a home that emits zero net CO2e annually. COMMUNITY RENEWABLE ENERGY FACILITY (CREF). A facility that produces energy from renewable energy resources and that is qualified as a community energy facility under applicable jurisdictional statutes and rules. FINANCIAL RENEWABLE ENERGY POWER PURCHASE AGREEMENT (FPPA). A financial arrangement between a renewable electricity generator and a purchaser wherein the purchaser pays or guarantees a price to the generator for the project’s renewable generation. Also known as a financial power purchase agreement and virtual power purchase agreement. PHYSICAL RENEWABLE ENERGY POWER PURCHASE AGREEMENT (PPPA). A contract for the purchase of renewable electricity from a specific renewable electricity generator by a purchaser of renewable electricity. APPENDIX RZ—RESIDENTIAL PERFORMANCE PATH TO ZERO CARBON BUILDING PROVISIONS SECTION RZ103—ZERO NET ENERGY RESIDENTIAL BUILDINGS RZ103.1 Scope. (No change, same as Section R406.1.) RZ103.2 ERI compliance. Compliance based on the ERI requires that the rated design meets one of the following: 1. The requirements of the sections indicated within Table R406.2 and Section RZ103 or 2. The requirements of ASHRAE/IES Standard 90.2, including: 2.1. The ERI requirements in Table 6-1 in the column titled “Without Including Renewable Energy Systems” of ASHRAE/IES Standard 90.2. 2.2. The requirements of Sections R402.5.1.1 and R406.3. 2.3. The maximum ERI including adjusted OPP of Table RZ103.5 determined in accordance with Section RZ103.4. RZ103.3 Building thermal envelope. The building thermal envelope shall comply with Section R406.3. RZ103.4 Energy Rating Index. The Energy Rating Index (ERI) shall be determined in accordance with ANSI/RESNET/ICC 301. Where a community renewable energy facility (CREF) provides electrical energy or where electrical energy is provided by a physical or financial renewable energy power purchase agreement in accordance with Section RZ103.4.1, the on-site power production (OPP) shall be adjusted in accordance with Equation RZ-1. Equation RZ-1 Adjusted OPP = OPPkWh + CREFkWh + PPPAkWh + FPPAkWh where: OPPkWh = Annual electrical energy from on-site renewable energy, in units of kilowatt-hours (kWh). CREFkWh = Annual electrical energy from a community renewable energy facility (CREF), in units of kilowatt-hours (kWh). PPPAkWh = Where not included as OPP, the annual electrical energy contracted from a physical renewable energy power purchase agreement, in units of kilowatt-hours (kWh). FPPAkWh = Where not included as OPP, the annual electrical energy contracted from a financial renewable energy power purchase agreement (FPPA), in units of kilowatt-hours (kWh). RZ103.4.1 Renewable energy contract. To receive CREFkWh or PPPAkWh or FPPAkWh credit, the renewable energy shall be delivered or credited to the building site under an energy contract with a duration of not less than 15 years. The contract shall be structured to survive a partial or full transfer of ownership of the building property. The renewable capacity credited to the dwelling shall not be credited to any other entity. RZ103.5 ERI and CO2e Index compliance (replaces Section R406.2). Compliance based on the ERI and CO2e Index requires that the rated design and as-built dwelling unit meet all of the following: 1. Maximum ERI values indicated in Table RZ103.5. 2. Maximum CO2e Index of as shown in Table RZ103.5, determined in accordance with ANSI/RESNET/ICC 301. TABLE RZ103.5 MAXIMUM ENERGY RATING INDEX CLIMATE ZONE ENERGY RATING INDEX NOT INCLUDING CO2e INDEX INCLUDING ADJUSTED OPP* Date of adoption of amended IECC Code Date of adoption of amended IECC Code 2024 2027 2030 2024 2027 2030 0 50 46 42 50 25 0 1 50 46 42 50 25 0 2 50 46 42 50 25 0 3 50 46 42 50 25 0 4 50 46 42 50 25 0 5 50 46 42 50 25 0 6 50 46 42 50 25 0 7 50 46 42 50 25 0 8 50 46 42 50 25 0 *[note, will typically require equal or lower ERI value than CO2e value] RZ103.6 Verification by approved agency. Verification shall comply with Section R406.6. RZ103.7 Documentation. Documentation shall comply with Section R406.7. RZ103.8 Confirmed compliance report for a certificate of occupancy (replaces Section R406.7.2.2). A confirmed compliance report submitted for obtaining the certificate of occupancy shall be made site and address specific and include the following: 1. Building street address or other building site identification. 2. Declaration of ERI and CO2e Index on title page and on building plans. APPENDIX RZ—RESIDENTIAL PERFORMANCE PATH TO ZERO CARBON BUILDING PROVISIONS 3. The name of the individual performing the analysis and generating the report. 4. The name and version of the compliance software tool. 5. Documentation of all inputs entered into the software used to produce the results for the ERI reference design and the as- built dwelling unit. A final confirmed certificate indicating that the as-built building has been verified to comply with Sections R406.2, R406.4 and R406.5. The certificate shall report the energy features that were confirmed to be in the building, including component level insulation R-values or U-factors; results from any required duct system and building thermal envelope air leakage testing; and the type and rated efficiencies of the heating, cooling, mechanical ventilation and service water-heating equipment installed. The certificate shall report the estimated dwelling unit energy use by fuel type, inclusive of all end uses. Where on-site renewable energy systems have been installed on or in the building, the certificate shall report the type and production size of the installed system. SECTION RZ104—REFERENCED STANDARDS RZ104.1 General. See Table RZ104.1 for standards that are referenced in various sections of this appendix. Standards are listed by the standard identification with the effective date, standard title, and the section or sections of this appendix that reference the standard. TABLE RZ104.1—REFERENCED STANDARDS STANDARD ACRONYM STANDARD NAME SECTIONS HEREIN REFERENCED ASHRAE/IES 90.2—2024 High-Performance Energy Design of Residential Buildings RZ103.2 Headline Copy Goes Here Program Manager, Energy Services Katherine Bailey Building Performance Standards Update 8.14.2025 Headline Copy Goes HereOur Climate Future Buildings account for more than two-thirds of our local greenhouse gas emissions Goal: Reduce greenhouse gas emissions 80% below 2005 baseline levels by 2030 Live Better: Big Move 6 Emissions Avoided vs 2005 2022 Inventory 22.6% 2030 Pathway 47.2% Electricity 27.3% Buildings 10.0% Transportation 5.8% Industry 2.3% Waste 1.6% Land Use 0.1% 2030 Inventory 69.8% Headline Copy Goes HereBPS Building Performance Standards center on flexibility •A BPS requires buildings to meet carbon or energy performance targets by specific deadlines. •Can include multiple standards, allowing for flexibility while increasing performance for a different aspect of a building. •Targets become stricter over time, driving continuous, long-term improvement in the building stock. Headline Copy Goes HereBPS in practice •The State of Colorado BPS for buildings larger than 50,000 sq ft •Adopted BPS in Denver, Boulder, Aspen •BPS is included in the the Our Climate Future plan as a Next Move Building Performance Standards are the most powerful policy tool available to drive improved building Headline Copy Goes HereBPS Benefits Environmental Health Physical HealthEconomic Health Comfort Health Safety Resilience Occupancy & tenant retention Economic growth, resale value, competitiveness Energy burden through use and rate pressure Natural Gas impact Emissions impact BPS Regulatory actions, including BPS,are necessary for achieving OCF emissions goals Headline Copy Goes Here 6 Council Direction Customer journey mapping process Technical Support Pilot City partnered with building owners to explore pathways to compliance for six covered buildings, including: •Technical assessment •Contractor bids and/or estimated costs •Direct support to building owners including common language explanations of options 6 onsite technical assessments completed, including: •One completed assessment, report review, cost verification, and feedback •Five completed assessments and reports with feedback underway Headline Copy Goes Here Headline Copy Goes Here 8 BPS Journey MAP Objectives The BPS journey map meets a variety of objectives to support successful implementation. Generates a shared understanding of the BPS journey for a variety of stakeholders including City Council, City staff, building owners, property managers, and tenants Identifies potential points of friction and mitigation strategies Supports a smooth and effective rollout by addressing key barriers early Complements existing engagement and communication strategies to enhance stakeholder buy-in Headline Copy Goes Here 9 Key Customer Themes Uncertainty and the Hidden Costs of Compliance Need transparent, accessible information on rebates, incentives, and financing options to help plan confidently and avoid surprises. Need Clear, Accessible, and Responsive Information Need clear language, a centralized starting point, and the option to speak with a live person. Timely, responsive, and proactive communication is key to building trust. Stress and Uncertainty During “Take Action” Phase Need timeline adjustments, planning tools and vetted vendor lists. Cumbersome Processes Need a streamlined, user-friendly system; inefficiencies could become a source of stress. Understand the “Why” Behind the Policy Need to know the “why” behind the regulations to improve buy-in, reduce resistance, and help justify the effort to internal stakeholders. Vetting and Selecting Qualified Contractors A trusted, well-matched contractor is seen as essential to minimizing delays and disruptions. Building owner representatives validated and identified any new journey steps or pain points they might encounter. A series of k ey themes were uncovered: Headline Copy Goes Here 10 Building owner representative BPS Journey Potential Pain Points City Support / Mitigation Strategies 2 1 •Overwhelming information and technical language •Concern for staff resources and availability •Concerns around costs and required actions •Change is hard and this is a paradigm shift Moments that Matter 7 43 12 1369 5 8 10 11 Reporting Receives Notification Take ActionAssess and PlanUnderstand RequirementsAwareness 15 16Engage with City Provided Resources Discuss with Internal Stakeholders Review Policy Details Clarify Requirements Identify Internal Staff Responsibilities Confirm/Adjust Reported Energy Usage Explore Upgrade Options Develop a Compliance Plan, including Alternative Compliance Options Secure Funding Obtain and Select Contractor Bids Implement Upgrades Monitor Impacts Gather Performance Data Submit Reporting/ Adjustment Request/Waiver Receive Confirmation and/or Feedback •Technical language •Understanding the relationship between BPS and other regulations •Difficulty understanding applicability to diverse building types and uses •Time required for self/staff education •Questioning “Why?” •Unclear cost:benefit •Too many options •Feasibility of various options (is a waiver/adjustment needed?) •Effort to develop a cost recovery strategy •Time-consuming planning and coordination •High upfront costs •Managing tenant impact and partnering •Interdependencies across projects •Preparing and submitting waiver/request for adjustment •Finding trusted contractors •Coordinating with contractors •Coordinating internal resources •Unexpected issues / delays •Managing new equipment •Navigating process for rebates, grants and loans •Organizing records •(If applicable) Request for adjustment •Navigating online platform 1:1 Personalized Support: •Help Center/Help Line •Technical Navigator •Financial Navigator Resource Hub (public-facing) and Building Owner Portal Communications including rationale 17 Reengage until Compliant, if needed 1:1 Personalized Support: •Help Center/Help Line •Technical Navigator •Financial Navigator Resource Hub (public-facing) and Building Owner Portal Communications including information on pathways and off-ramps Tenant-Building Owner Education 1:1 Personalized Support: •Help Center/Help Line •Technical Navigator •Financial Navigator Early adopter incentives Contractor Education Phased implementation Resource Hub (public-facing) and Building Owner Portal Tenant-Building Owner Education 1:1 Personalized Support: •Help Center/Help Line •Technical Navigator •Financial Navigator Publicly transparent compliance tracking Alignment of target metrics and existing building data (publicly available) Target and timeline adjustments; Waivers Resource Hub (public-facing) and Building Owner Portal 14 Negative Sentiment Positive Sentiment Communications to covered buildings: •Rationale •Current and target score/ requirements •Compliance pathways and off- ramps •Info on Technical Support and Financial Navigator 1:1 Personalized Support: •Help Center/Help Line Resource Hub (public-facing) and Building Owner Portal Compliance Headline Copy Goes Here Headline Copy Goes Here 12 Technical Support Pilot The technical support pilot completed assessments of the following building types: •Municipal – City Spring Creek Parks Shop •Multifamily •Office (2 completed) •Mixed use historic building (primarily restaurant and museum) •Restaurant Two of the buildings are over 100 years old. Pilot participants were not selected to be representative of typical commercial buildings covered by the proposed policy. Participating buildings are intended to demonstrate potential pathways and real-world scenarios. Headline Copy Goes Here 13 Finding and takeaways Key takeaways •Cost variability ($0.15/sq ft - $9.63/sq ft) •Upgrade measure variability (scheduling RTUs, install programmable t-stats, upgrade boilers, upgrade refrigerators, etc) •Technical feasibility of maximum reductions •Easy wins exist •Pathways that avoid potential EPCA challenges •Pathways that don’t require fuel switching Findings and policy assumption comparisons •Cost: •Average: $4.35/square foot •Policy assumption: $4-5/square foot •Cost v ROI: •Office building example •$240,200 with 19.4 yr ROI, or •$120,000 with 41.4 yr ROI Headline Copy Goes Here Headline Copy Goes Here 15 Additional Learnings Available Dollars •Grant Opportunity Denver pilot •Equity priority buildings 5,000 – 25,000 square feet. •Initial findings: •Most building representatives are not aware of existing financial resources, which have covered an average of 40% of project costs. •Through navigator-style technical and financial support, participants have achieved an average 30% energy use reduction (exceeding the 15% maximum reduction needed for participants). Headline Copy Goes Here 16 Business as Usual Impact •‘Business as Usual’ improvements happen without an adopted BPS •Equipment at end of its useful life replaced with the lowest cost option typically represents an improvement upon the efficiency of existing equipment •Estimated ~$30 million of the $185 million total projected BPS community costs •5-8% of the total GHG reduction resulting from the proposed BPS policy is likely to occur in these buildings regardless of policy adoption. Headline Copy Goes Here 17 Next Steps Council Oct 28 Work Session •BPS will be back at Energy Board Oct 9 Council presentation likely to include: •Final BPS policy framework recommendations •Extended compliance timeline •Covered buildings •Maximum reduction "caps" •Alternatives to prioritize expanding incentive- based framework using 2050 funds Headline Copy Goes Here 1 Memorandum Date: August 7, 2025 To: Mayor and City Councilmembers Through: Kelly DiMartino, City Manager From: Tyler Marr, Deputy City Manager, City Manager’s Office, tmarr@fcgov.com Subject: Platte River Power Authority Organic Contract and Power Supply Agreement Revisions Platte River Power Authority (PRPA) and the four owner communities have been working to update the Organic Contract and Power Supply Agreements that form the foundation of the Cities’ relationship with PRPA throughout this year with the goal of having an extension in place this fall. Both redline and clean copies of the amendments to both documents are attached to this memo. PRPA hosted a joint work session for owner communities’ elected bodies on June 20 th and many Fort Collins Councilmembers were able to attend. The changes in the most recent version do not differ substantially to what was presented then. Staff have been working with PRPA to ensure that the City’s and Platte River’s interests are preserved in these documents and that we can achieve our shared goals within the proposed revisions. Staff believe the vast majority of revisions are aimed at modernization of language and preserving flexibility into the future as we continue decarbonization and energy transition efforts. Staff plan to present a summary of the changes to Council under a staff report at the August 26th work session and then bring both the Organic Contract and Power Supply Agreement for consideration by Council and the Electric Enterprise Board, respectively, at a September meeting. Staff is available to answer questions Councilmembers may have in the meantime. CC: Travis Walker, Light & Power Director Brian Tholl, Energy Services Director Docusign Envelope ID: F567EADE-18FF-40D4-B73F-6E9FEBA11EA9 Proposed amended form - CLEAN Review draft August 1, 2025 Fort Collins Power Supply Agreement Amended and Restated XX/XX/2025 Page 1 of 11 AMENDED CONTRACT FOR THE SUPPLY OF ELECTRIC POWER AND ENERGY This contract, made this of _________ 2025, 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; and WHEREAS, the Municipalities and Platte River share common decarbonization goals they can most efficiently and equitably achieve through ongoing, forward-looking collaboration as the electric utility industry, energy-producing technologies, and relevant laws and regulations continue to evolve; and WHEREAS, acting through the Platte River, the Municipalities wish to ensure an ongoing source of electric power and energy that is reliable, cost-effective, and environmentally responsible. NOW, THEREFORE, in consideration of the mutual undertakings herein contained, the Parties hereto agree as follows: Docusign Envelope ID: F567EADE-18FF-40D4-B73F-6E9FEBA11EA9 Proposed amended form - CLEAN Review draft August 1, 2025 Fort Collins Power Supply Agreement Amended and Restated XX/XX/2025 Page 2 of 11 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, 1974 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 may purchase energy from retail customers with on-premises energy production facilities or energy storage and from retail customers participating in Fort Collins-sponsored grid support programs (such as a virtual power plant), consistent with applicable law, Fort Collins’s policies governing customer-owned resources, and provisions in Platte River’s General Power Bond Resolution requiring protection of the rights and security of Platte River’s bondholders. Any retail customer-owned energy production or storage facilities not on the customer’s premises that exceed the customer’s annual average electricity consumption require Platte River’s separate written consent. (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 Docusign Envelope ID: F567EADE-18FF-40D4-B73F-6E9FEBA11EA9 Proposed amended form - CLEAN Review draft August 1, 2025 Fort Collins Power Supply Agreement Amended and Restated XX/XX/2025 Page 3 of 11 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 enable Platte River to operate effectively through bilateral trading, organized energy markets, and use of third-party transmission facilities to protect the reliability and value of Platte River assets; (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 30 days after the date of the notice. All rate adjustments shall apply equally to all Municipalities to which Platte River Docusign Envelope ID: F567EADE-18FF-40D4-B73F-6E9FEBA11EA9 Proposed amended form - CLEAN Review draft August 1, 2025 Fort Collins Power Supply Agreement Amended and Restated XX/XX/2025 Page 4 of 11 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) To satisfy the Municipalities’ electric power and energy requirements Platte River may purchase and sell capacity, energy, and related services through bilateral sales, organized energy markets, or other means to balance the Municipalities’ projected near-, mid-, and long-term needs with Platte River’s available resources. (c) Platte River shall plan, design, construct, and operate electric power facilities as necessary to fulfill its obligations under this Agreement, consistent with policies established by its Board of Directors. The Parties shall meet periodically, in conjunction with the other Municipalities, to coordinate policies, plans, and programs to support their shared goals and accommodate changing industry conditions, technologies, and business models. Article 4: Covenants of Fort Collins (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. Docusign Envelope ID: F567EADE-18FF-40D4-B73F-6E9FEBA11EA9 Proposed amended form - CLEAN Review draft August 1, 2025 Fort Collins Power Supply Agreement Amended and Restated XX/XX/2025 Page 5 of 11 (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, 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. (f) Fort Collins shall give Platte River as much advance written notice as possible, but no less than two years’ prior written notice of the need to increase the capacity of an existing Docusign Envelope ID: F567EADE-18FF-40D4-B73F-6E9FEBA11EA9 Proposed amended form - CLEAN Review draft August 1, 2025 Fort Collins Power Supply Agreement Amended and Restated XX/XX/2025 Page 6 of 11 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 as much advance written notice as possible, but no less than four years’ prior 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 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. Platte River and Fort Collins shall collaborate throughout the planning and construction process as needed to manage any unanticipated delays or other problems caused by uncontrollable forces. 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 30 days prior to the date of such annual consultation, Fort Collins shall provide Platte River with two copies of its latest estimate of requirements for delivery of power and energy covering a future period of 10 years. Platte River shall review Fort Collins’s annual Docusign Envelope ID: F567EADE-18FF-40D4-B73F-6E9FEBA11EA9 Proposed amended form - CLEAN Review draft August 1, 2025 Fort Collins Power Supply Agreement Amended and Restated XX/XX/2025 Page 7 of 11 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 10 years. Decisions regarding the construction of 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 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 1½ % per month of the unpaid balance shall be added, and if such bill is delinquent for a period of 15 days or longer, Platte River may discontinue delivery of electric power and energy not less than15 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 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 Docusign Envelope ID: F567EADE-18FF-40D4-B73F-6E9FEBA11EA9 Proposed amended form - CLEAN Review draft August 1, 2025 Fort Collins Power Supply Agreement Amended and Restated XX/XX/2025 Page 8 of 11 accurately, Fort Collins shall reimburse Platte River for the cost of such test. Meters registering within 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 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 Docusign Envelope ID: F567EADE-18FF-40D4-B73F-6E9FEBA11EA9 Proposed amended form - CLEAN Review draft August 1, 2025 Fort Collins Power Supply Agreement Amended and Restated XX/XX/2025 Page 9 of 11 reasonable to do so, to the other Party and shall exercise due diligence to remove such inability with all reasonable dispatch. Article 12: Enforceability The Parties hereto recognize that there are legal constraints imposed upon them by the constitution, statutes, and rules and regulations of the State of Colorado and of the United States, and imposed upon them by their respective governing statutes, charters, ordinances, rules and regulations, and that, subject to such constraints, the Parties intend to carry out the terms and conditions of this Agreement. Notwithstanding any other provision of this Agreement to the contrary, in no event shall either of the Parties exercise any power or take any action which shall be prohibited by applicable law. Whenever possible, each provision of this Agreement shall be interpreted in such a manner so as to be effective and valid under applicable law. Article 13: Term of Agreement This Agreement shall become effective when signed 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 May 30, 2019. This Agreement shall remain in effect until December 31, 2075, and thereafter until terminated by either Party giving the other at least 12 months’ prior written notice of termination. 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 For Fort Collins: Utilities General Manager City of Fort Collins P. O. Box 580 Fort Collins, Colorado 80522 Docusign Envelope ID: F567EADE-18FF-40D4-B73F-6E9FEBA11EA9 Proposed amended form - CLEAN Review draft August 1, 2025 Fort Collins Power Supply Agreement Amended and Restated XX/XX/2025 Page 10 of 11 The Parties may exchange routine communications concerning this Agreement by electronic means or any other method acceptable to both Parties. Either Party may change its contact information for formal notices by delivering written notice to the other Party at least 30 days before the change is to take effect. Article 15: Severability In the event that any of the terms, covenants, or conditions of this Agreement or their application shall be held invalid as to any person or circumstance by any Court having jurisdiction, the remainder of this Agreement and the application of its terms, covenants, or conditions to such persons or circumstances shall not be affected thereby. Docusign Envelope ID: F567EADE-18FF-40D4-B73F-6E9FEBA11EA9 Proposed amended form - CLEAN Review draft August 1, 2025 Fort Collins Power Supply Agreement Amended and Restated XX/XX/2025 Page 11 of 11 IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed the day and year first above written. PLATTE RIVER POWER AUTHORITY: ATTEST: By: By: General Manager Secretary CITY OF FORT COLLINS: ATTEST: By: By: Mayor City Clerk APPROVED AS TO FORM: By: Assistant City Attorney FORT COLLINS ELECTRIC UTILITY ENTERPRISE: ATTEST: By: By: Enterprise Board President Enterprise Board Secretary Docusign Envelope ID: F567EADE-18FF-40D4-B73F-6E9FEBA11EA9 Proposed amendment language in redline Review draft August 1, 2025 Fort Collins Power Supply Agreement Amended and Restated XX/XX/2025 Page 1 of 12 AMENDED CONTRACT FOR THE SUPPLY OF ELECTRIC POWER AND ENERGY This contract, made this of _________ 2025, 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 Docusign Envelope ID: F567EADE-18FF-40D4-B73F-6E9FEBA11EA9 Proposed amendment language in redline Review draft August 1, 2025 Fort Collins Power Supply Agreement Amended and Restated XX/XX/2025 Page 2 of 12 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. WHEREAS, the Municipalities and Platte River share common decarbonization goals they can most efficiently and equitably achieve through ongoing, forward-looking collaboration as the electric utility industry, energy-producing technologies, and relevant laws and regulations continue to evolve; and WHEREAS, acting through the Platte River, the Municipalities wish to ensure an ongoing source of electric power and energy that is reliable, cost-effective, and environmentally responsible. 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, 1974 and may also generate power and energy for its own use from any new generation resource(s) owned and operated by Fort Docusign Envelope ID: F567EADE-18FF-40D4-B73F-6E9FEBA11EA9 Proposed amendment language in redline Review draft August 1, 2025 Fort Collins Power Supply Agreement Amended and Restated XX/XX/2025 Page 3 of 12 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 may purchase energy from retail customers with on-premises energy production facilities or energy storage and from retail customers participating in Fort Collins-sponsored grid support programs (such as a virtual power plant), consistent with applicable law, Fort Collins’s policies governing customer-owned resources, and provisions in Platte River’s General Power Bond Resolution requiring protection of the rights and security of Platte River’s bondholdersnot 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 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. Any retail customer-owned energy production or storage facilities not on the customer’s premises that exceed the customer’s annual average electricity consumption require Platte River’s separate written consent. (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 Docusign Envelope ID: F567EADE-18FF-40D4-B73F-6E9FEBA11EA9 Proposed amendment language in redline Review draft August 1, 2025 Fort Collins Power Supply Agreement Amended and Restated XX/XX/2025 Page 4 of 12 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 enable Platte River and the cost of to operate effectively through bilateral trading, organized energy markets, and use of third-party transmission service facilities to protect the reliability and value of Platte River assets; (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 Docusign Envelope ID: F567EADE-18FF-40D4-B73F-6E9FEBA11EA9 Proposed amendment language in redline Review draft August 1, 2025 Fort Collins Power Supply Agreement Amended and Restated XX/XX/2025 Page 5 of 12 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 satisfyingTo satisfy the Municipalities’ 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 and sell capacity, energy, and related services through bilateral sales, organized energy markets, or other means to balance the most advantageous terms Municipalities’ projected near-, mid-, and conditions obtainable long-term needs with Platte River’s available resources. (c) Platte River shall carry out the planning, design, construction, and operating decisions associated with the performance of operate electric power facilities as necessary to fulfill its obligations under this Agreement in an environmentally responsible manner. This includes, but is not limited to, scheduling meetings, consistent with Fort Collins at least every two years policies established by its Board of Directors. The Parties shall meet periodically, in conjunction with the other Municipalities, to coordinate policies, plans, and programs to review newsupport their shared goals and accommodate changing industry conditions, 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 (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 Docusign Envelope ID: F567EADE-18FF-40D4-B73F-6E9FEBA11EA9 Proposed amendment language in redline Review draft August 1, 2025 Fort Collins Power Supply Agreement Amended and Restated XX/XX/2025 Page 6 of 12 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 Docusign Envelope ID: F567EADE-18FF-40D4-B73F-6E9FEBA11EA9 Proposed amendment language in redline Review draft August 1, 2025 Fort Collins Power Supply Agreement Amended and Restated XX/XX/2025 Page 7 of 12 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. (f) Fort Collins shall give Platte River at least as much advance written notice as possible, but no less than two years’ prior 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 as much advance written notice as possible, but no less than at least four years’ prior 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. Platte River and Fort Collins shall collaborate throughout the planning and construction process as needed to manage any unanticipated delays or other problems caused by uncontrollable forces. 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 Docusign Envelope ID: F567EADE-18FF-40D4-B73F-6E9FEBA11EA9 Proposed amendment language in redline Review draft August 1, 2025 Fort Collins Power Supply Agreement Amended and Restated XX/XX/2025 Page 8 of 12 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 of ten (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 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 (1½ %) 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 Docusign Envelope ID: F567EADE-18FF-40D4-B73F-6E9FEBA11EA9 Proposed amendment language in redline Review draft August 1, 2025 Fort Collins Power Supply Agreement Amended and Restated XX/XX/2025 Page 9 of 12 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 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, Docusign Envelope ID: F567EADE-18FF-40D4-B73F-6E9FEBA11EA9 Proposed amendment language in redline Review draft August 1, 2025 Fort Collins Power Supply Agreement Amended and Restated XX/XX/2025 Page 10 of 12 earthquake, storm, fire, lightning, epidemic, war, riot, civil disturbance or disobedience, labor dispute, labor or material shortage, sabotage, restraint by court order or public authority and action or inaction by, or failure to obtain the necessary authorization or approvals from, any governmental agency or authority, which by the exercise of due diligence such Party could not reasonably have been expected to avoid and which by exercise of due diligence it shall be unable to overcome. Nothing contained herein shall require a Party to settle any strike or labor dispute in which it may be involved. Either Party rendered unable to fulfill any of its obligations under this Agreement by reason of an uncontrollable force shall give prompt written notice of such fact, if reasonable to do so, to the other Party and shall exercise due diligence to remove such inability with all reasonable dispatch. Article 12: Enforceability The Parties hereto recognize that there are legal constraints imposed upon them by the constitution, statutes, and rules and regulations of the State of Colorado and of the United States, and imposed upon them by their respective governing statutes, charters, ordinances, rules and regulations, and that, subject to such constraints, the Parties intend to carry out the terms and conditions of this Agreement. Notwithstanding any other provision of this Agreement to the contrary, in no event shall either of the Parties exercise any power or take any action which shall be prohibited by applicable law. Whenever possible, each provision of this Agreement shall be interpreted in such a manner so as to be effective and valid under applicable law. Article 13: Term of Agreement This Agreement shall become effective when executed signed 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 May 30, 2019. This Agreement shall remain in effect until December 31, 206075, and thereafter until terminated by either Party following giving the other at least not less than twelve (12) months’ prior written notice of its intention to terminatione. Docusign Envelope ID: F567EADE-18FF-40D4-B73F-6E9FEBA11EA9 Proposed amendment language in redline Review draft August 1, 2025 Fort Collins Power Supply Agreement Amended and Restated XX/XX/2025 Page 11 of 12 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 For Fort Collins: Utilities General Manager City of Fort Collins P. O. Box 580 Fort Collins, Colorado 80522 The Parties may exchange routine communications concerning this Agreement by electronic means or any other method acceptable to both Parties. Either Party may change its contact information for formal notices by delivering written notice to the other Party at least 30 days before the change is to take effect. Article 15: Severability In the event that any of the terms, covenants, or conditions of this Agreement or their application shall be held invalid as to any person or circumstance by any Court having jurisdiction, the remainder of this Agreement and the application of its terms, covenants, or conditions to such persons or circumstances shall not be affected thereby. Docusign Envelope ID: F567EADE-18FF-40D4-B73F-6E9FEBA11EA9 Proposed amendment language in redline Review draft August 1, 2025 Fort Collins Power Supply Agreement Amended and Restated XX/XX/2025 Page 11 of 12 IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed the day and year first above written. PLATTE RIVER POWER AUTHORITY: ATTEST: By: By: General Manager Secretary CITY OF FORT COLLINS: ATTEST: By: By: Mayor City Clerk APPROVED AS TO FORM: By: Assistant City Attorney FORT COLLINS ELECTRIC UTILITY ENTERPRISE: ATTEST: By: By: Enterprise Board President Enterprise Board Secretary Docusign Envelope ID: F567EADE-18FF-40D4-B73F-6E9FEBA11EA9 Proposed amended form - CLEAN Review draft August 1, 2025 O RGANIC C ONTRACT Docusign Envelope ID: F567EADE-18FF-40D4-B73F-6E9FEBA11EA9 Proposed amended form - CLEAN Review draft August 1, 2025 TABLE OF CONTENTS 1.0 EFFECTIVE DATE .......................................................................................................... 2 2.0 ESTABLISHMENT OF PLATTE RIVER POWER AUTHORITY ....................................... 2 2.1 PURPOSES ............................................................................................................... 3 2.2 FUNCTIONS, SERVICES, OR FACILITIES ................................................................ 4 2.3 BOARD OF DIRECTORS ........................................................................................... 5 2.3.1 NUMBER ..................................................................................................... 5 2.3.2 SELECTION ................................................................................................ 5 2.3.3 TERM .......................................................................................................... 6 2.3.4 REMOVAL ................................................................................................... 6 2.3.5 VACANCIES ................................................................................................ 7 2.3.6 COMPENSATION........................................................................................ 7 2.3.7 ANNUAL MEETINGS .................................................................................. 7 2.3.8 REGULAR MEETINGS ................................................................................ 7 2.3.9 SPECIAL MEETINGS .................................................................................. 8 2.3.10 NOTICE OF MEETINGS .............................................................................. 8 2.3.11 WAIVER OF NOTICE .................................................................................. 8 2.3.12 QUORUM .................................................................................................... 9 2.3.13 ATTENDANCE BY TELECONFERENCE .................................................... 9 2.3.14 VOTE IN CASE OF DEADLOCK ................................................................. 9 2.3.15 DUTIES ......................................................................................................10 2.4 OFFICERS ................................................................................................................10 2.4.1 ELECTION OF OFFICERS AND TERMS OF OFFICE ...............................11 2.4.2 REMOVAL ..................................................................................................11 2.4.3 DUTIES OF OFFICERS..............................................................................11 2.5 INDEMNIFICATION OF OFFICERS AND DIRECTORS ............................................13 2.6 TERM OF CONTRACT ..............................................................................................13 2.7 ASSETS AND PROPERTIES ....................................................................................14 2.8 DISTRIBUTION OF ASSETS UPON TERMINATION ................................................14 2.9 SEAL .........................................................................................................................14 2.10 CONTRACTS ............................................................................................................14 2.11 CHECKS, DRAFTS, AND OTHER FINANCIAL DOCUMENTS .................................14 2.12 DEPOSITS ................................................................................................................15 2.13 FISCAL YEAR ...........................................................................................................15 2.14 PRINCIPAL PLACE OF BUSINESS ..........................................................................15 3.0 GENERAL POWERS .................................................................................................... 15 4.0 POLITICAL SUBDIVISION ............................................................................................ 18 5.0 REVENUE BONDS ....................................................................................................... 18 6.0 DEBT NOT THAT OF MUNICIPALITIES ....................................................................... 18 7.0 FILING OF CONTRACT ................................................................................................ 18 8.0 NOTICES ...................................................................................................................... 18 9.0 SEVERABILITY ............................................................................................................. 19 10.0 DUPLICATE ORIGINALS .............................................................................................. 19 Docusign Envelope ID: F567EADE-18FF-40D4-B73F-6E9FEBA11EA9 Proposed amended form - CLEAN Review draft August 1, 2025 Organic Contract Amended and Restated XX/XX/2025 Page 1 of 21 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 1st day of July, 1998, and the 1st 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.” WITNESSETH: WHEREAS, Estes Park owns and operates a municipal electric system which supplies electric power and energy at retail to users located within the town limits of Estes Park and the adjacent service area of the Estes Park electric system; and WHEREAS, Fort Collins owns and operates a municipal electric system which supplies electric power and energy at retail to users located within the city limits of Fort Collins and the adjacent service area of the Fort Collins electric system; and WHEREAS, 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 Docusign Envelope ID: F567EADE-18FF-40D4-B73F-6E9FEBA11EA9 Proposed amended form - CLEAN Review draft August 1, 2025 Organic Contract Amended and Restated XX/XX/2025 Page 2 of 21 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, as the electric utility industry, energy-producing technology, and relevant laws and regulations continue to evolve, the Municipalities wish to clarify that the Organic Contract authorizes the Authority to engage in a broad range of services to provide long-term value to the Municipalities while maintaining equity and enhancing the flexibility and agility with which the Authority and the Municipalities can adapt over time; 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, the Municipalities now wish to further amend the Organic Contract, to extend its term and to restate the amended provisions thereof in a single updated document. NOW, THEREFORE, the Municipalities do hereby amend and restate the Organic Contract, originally executed June 17, 1975, and subsequently amended, so that as hereby amended and restated it provides, and the Municipalities do agree, as follows: 1.0 EFFECTIVE DATE This Contract, as hereby amended and restated, shall become effective when it has been duly executed by all of the Municipalities. 2.0 ESTABLISHMENT OF PLATTE RIVER POWER AUTHORITY As of June 17, 1975, the Municipalities established a separate governmental entity, to 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 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. Docusign Envelope ID: F567EADE-18FF-40D4-B73F-6E9FEBA11EA9 Proposed amended form - CLEAN Review draft August 1, 2025 Organic Contract Amended and Restated XX/XX/2025 Page 3 of 21 2.1 PURPOSES The purposes of the Authority are to conduct its business and affairs for the benefit of the Municipalities and their inhabitants: (i) to provide the electric power and energy requirements of the Municipalities and the retail customers within the Municipalities in a reliable, cost-effective, and environmentally responsible manner; (ii) to engage in activities related to the provision of electric power, energy, and related services, (including owning and operating assets connected to the Municipalities’ distribution systems or that support distribution operations), while adapting over time as necessary to carry out Board-adopted policies and maintain equity among 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 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 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. Docusign Envelope ID: F567EADE-18FF-40D4-B73F-6E9FEBA11EA9 Proposed amended form - CLEAN Review draft August 1, 2025 Organic Contract Amended and Restated XX/XX/2025 Page 4 of 21 2.2 FUNCTIONS, SERVICES, OR FACILITIES 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; (v) developing and operating a portfolio of electric power and energy resources (including purchased resources) and associated infrastructure and capabilities that provide long-term value to the inhabitants of the Municipalities and support reliability, financial sustainability and environmental responsibility; (vi) acquiring, constructing, owning, purchasing, selling, exchanging or otherwise disposing of, reconstructing, improving, rehabilitating, Docusign Envelope ID: F567EADE-18FF-40D4-B73F-6E9FEBA11EA9 Proposed amended form - CLEAN Review draft August 1, 2025 Organic Contract Amended and Restated XX/XX/2025 Page 5 of 21 repairing, operating, and maintaining assets, infrastructure, plants, systems, and related facilities or interests therein; (vii) 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 (viii) 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 The governing body of the Authority shall be a Board of Directors (“Board”) in which all legislative power of the Authority is vested. 2.3.1 NUMBER The number of Directors shall be eight. 2.3.2 SELECTION The Board shall consist of two members from each Municipality, 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 contemporaneously with service as Mayor; provided, however, that any Mayor may designate some other member of the governing body of such Municipality to serve as a Director of the Authority in place of the Mayor. Docusign Envelope ID: F567EADE-18FF-40D4-B73F-6E9FEBA11EA9 Proposed amended form - CLEAN Review draft August 1, 2025 Organic Contract Amended and Restated XX/XX/2025 Page 6 of 21 (ii) APPOINTED DIRECTORS The governing body of each of the Municipalities shall appoint one additional member to the Board. Each Appointed Director, (a) must be a full-time employee of the appointing Municipality or an elected member of its governing body, and (b) shall be selected for judgment, experience, and expertise which make that person particularly qualified to serve on the Board. 2.3.3 TERM The term of office of the Directors of the Authority shall be as follows: (i) MAYORS The Mayor of each Municipality, or the member of the Municipality’s governing body 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 each Appointed Director shall be as specified by the appointing Municipality. The Municipalities shall coordinate Appointed Directors’ terms as feasible to stagger the years in which Appointed Directors’ terms expire and foster continuity of Board membership over time. 2.3.4 REMOVAL Any Director appointed by the governing body of a Municipality may be removed at any time by such governing body, 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 body designated to serve in place of a Mayor may be removed at any time by the Mayor, with or without cause. Docusign Envelope ID: F567EADE-18FF-40D4-B73F-6E9FEBA11EA9 Proposed amended form - CLEAN Review draft August 1, 2025 Organic Contract Amended and Restated XX/XX/2025 Page 7 of 21 2.3.5 VACANCIES If an Appointed Director, leaves office before the end of his or her term for any reason, the Municipality that appointed the Director shall fill the vacancy as provided in Section 2.3.2(ii). If a Mayor or (Mayor’s designee) leaves office before the end of his or her term for any reason, the vacancy shall be filled by the new Mayor or the Mayor’s designation of some other member of the governing body 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 and for expenses otherwise incurred on behalf of the Authority. 2.3.7 ANNUAL MEETINGS The Board shall hold an annual meeting within the first 120 days of each year, at the Authority’s principal place of business, as designated by the Board (unless the Board specifies another location by resolution). At each annual meeting, the Board shall elect officers, pass upon reports for the preceding fiscal year, and 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 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. Docusign Envelope ID: F567EADE-18FF-40D4-B73F-6E9FEBA11EA9 Proposed amended form - CLEAN Review draft August 1, 2025 Organic Contract Amended and Restated XX/XX/2025 Page 8 of 21 2.3.9 SPECIAL MEETINGS Any Director may call a special meeting of the Board and may fix the time and place (within the state of Colorado) for the special meeting. The Secretary shall deliver to all Directors notice of the special meeting as provided in Section 2.3.10. 2.3.10 NOTICE OF MEETINGS The Secretary shall deliver to each Director written notice of any annual or special meeting of the Board not less than seven or more than 35 days before the date fixed for the meeting. The Secretary may deliver any meeting notice personally, by electronic mail with confirming reply requested, or by mail. If sent by electronic mail, notice shall be deemed delivered when confirmed by reply from the intended recipient. If mailed, notice shall be deemed delivered when deposited in the United States mail, addressed to the Director at the Director’s address as it appears on the records of the Authority, with postage prepaid. The Municipalities may exchange routine communications concerning this Contract by electronic means or any other method acceptable to the Municipalities sending and receiving the communications. 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 Board meeting 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. Docusign Envelope ID: F567EADE-18FF-40D4-B73F-6E9FEBA11EA9 Proposed amended form - CLEAN Review draft August 1, 2025 Organic Contract Amended and Restated XX/XX/2025 Page 9 of 21 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. 2.3.13 ATTENDANCE BY TELECONFERENCE Directors may attend and fully participate in any meeting through electronic teleconferencing. 2.3.14 VOTING REQUIREMENTS (i) Provided a quorum is present, the act of a majority of the Directors present shall be the act of the Board, subject to the Weighted Vote provisions in subsection (ii) below and except as otherwise required by law. (ii) If a Board vote results in a deadlock, any Director may call for a “Weighted Vote.” The weight of each Director’s vote in a Weighted Vote shall be based on the ratio between: (a) the dollar amount the Municipality for which the Director serves paid to the Authority for electric power and energy during the 12-month period ending with a billing date two months before the month in which the Weighted Vote takes place, and (b) the dollar amount all Municipalities paid to the Authority for electric power and energy during the same 12-month period. The act of the majority of the Weighted Vote shall be the act of the Board. Docusign Envelope ID: F567EADE-18FF-40D4-B73F-6E9FEBA11EA9 Proposed amended form - CLEAN Review draft August 1, 2025 Organic Contract Amended and Restated XX/XX/2025 Page 10 of 21 2.3.15 DUTIES The duties of the Board shall be: (i) To govern the business and affairs of the Authority. (ii) To exercise all powers of the Authority. (iii) To establish policies that guide the priorities and activities of the Authority and the General Manager's duties as stated in Section 2.4.3(v). (iv) To periodically review Board-established policies and update, replace, or repeal them as needed. (v) To comply with the provisions of parts 1, 5, and 6 of Article 1 of Title 29, C.R.S. (vi) 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. (vii) To keep minutes of its proceedings. 2.4 OFFICERS The minimum officers of the Authority shall be a Chair, Vice Chair, Secretary, Treasurer, and General Manager. The Board may authorize other officers and assistant officers to perform such duties as the Board may assign. The General Manager may appoint officers in addition to those authorized by the Board and establish their duties as he or she deems beneficial to carry out the General Manager’s duties as specified in Section Docusign Envelope ID: F567EADE-18FF-40D4-B73F-6E9FEBA11EA9 Proposed amended form - CLEAN Review draft August 1, 2025 Organic Contract Amended and Restated XX/XX/2025 Page 11 of 21 2.4.3(v). The Chair and Vice Chair shall be members of the Board, but other officers of the Authority need not be members of the Board. 2.4.1 ELECTION OF OFFICERS AND TERMS OF OFFICE At each annual Board meeting, the members of the Board shall elect Board officers (Chair and Vice Chair), who shall serve until the end of the next annual Board meeting and until their successors are elected and qualified. The Board shall appoint any other Board- designated officers as necessary to fill vacancies as they arise, and prescribe the terms of those officers as part of the appointing resolution. 2.4.2 REMOVAL Any officer or agent elected or appointed by the Board may be removed by the Board, 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, the duties of the officers shall include the following: (i) CHAIR The Chair shall preside at all meetings of the Board and shall perform any other duties the Board 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. Docusign Envelope ID: F567EADE-18FF-40D4-B73F-6E9FEBA11EA9 Proposed amended form - CLEAN Review draft August 1, 2025 Organic Contract Amended and Restated XX/XX/2025 Page 12 of 21 (iii) SECRETARY The Secretary shall: (a) maintain the official records of the Authority, including all resolutions and regulations approved by the Board and minutes of Board meetings, (b) keep a register of the names and addresses of Directors and officers, (c) issue notice of meetings, (d) attest and affix the corporate seal to official documents of the Authority, as needed, and (e) perform any other duties as the Board 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 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 may prescribe. (v) GENERAL MANAGER The General Manager shall be the principal executive officer of the Authority with full responsibility for the planning, operations, and administrative affairs of the Authority, and the coordination thereof, pursuant to policies and programs approved by the Board, 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 shall appoint a qualified interim General Manager to act as the principal executive officer of the Authority. Docusign Envelope ID: F567EADE-18FF-40D4-B73F-6E9FEBA11EA9 Proposed amended form - CLEAN Review draft August 1, 2025 Organic Contract Amended and Restated XX/XX/2025 Page 13 of 21 2.4.4 BONDS OF OFFICERS The Board, in its discretion, may require bonds from or insurance policies to cover any officer, agent, or employee (including those responsible for custody of any Authority funds or property). 2.5 INDEMNIFICATION OF OFFICERS AND DIRECTORS Each Director and officer of the Authority, whether or not then in office, and his/her personal representatives, shall be indemnified by the Authority against all costs and expenses actually and necessarily incurred by him/her in connection with the defense of any action, suit, or proceeding in which he/she may be involved or to which he/she may be made a party by reason of his/her being or having been such Director or officer, except in relation to matters as to which he/she shall be finally adjudged in such action, suit, or proceeding to be liable for 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 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, 2075, and until thereafter terminated by any Municipality following not less than 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. Docusign Envelope ID: F567EADE-18FF-40D4-B73F-6E9FEBA11EA9 Proposed amended form - CLEAN Review draft August 1, 2025 Organic Contract Amended and Restated XX/XX/2025 Page 14 of 21 2.7 ASSETS AND PROPERTIES All assets and properties of the Authority shall be held in trust for the purposes herein mentioned, including the payment of the liabilities of the Authority. 2.8 DISTRIBUTION OF ASSETS UPON TERMINATION In the event of the 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. 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 may authorize. 2.10 CONTRACTS Except as otherwise provided by law, the Board 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. Docusign Envelope ID: F567EADE-18FF-40D4-B73F-6E9FEBA11EA9 Proposed amended form - CLEAN Review draft August 1, 2025 Organic Contract Amended and Restated XX/XX/2025 Page 15 of 21 2.12 DEPOSITS All funds of the Authority shall be deposited in a manner set forth by the fiscal resolution. 2.13 FISCAL YEAR Unless the Board specifies otherwise by resolution, the Authority’s fiscal year shall be the calendar year. 2.14 PRINCIPAL PLACE OF BUSINESS Unless the Board specifies otherwise by resolution, the Authority’s principal place of business shall be in Fort Collins, Colorado. 3.0 GENERAL POWERS The general powers of the Authority shall include the following powers: (i) ELECTRIC ENERGY To develop electric energy resources and related services, and produce, purchase, and transmit electric energy, in whole or in part, for the benefit of the inhabitants of the Municipalities. (ii) CONTRACTS To make and enter contracts of every kind with the Municipalities, the United States, any state or political subdivision thereof, and any individual, firm, association, partnership, corporation or any other organization of any kind. (iii) AGENTS AND EMPLOYEES To employ agents and employees. (iv) FACILITIES To acquire, construct, manage, maintain, and operate electric energy facilities, works, and improvements and any interests therein, including, without limitation, to acquire, construct, reconstruct, improve, and rehabilitate, repair, operate, and maintain (separately or jointly) generating Docusign Envelope ID: F567EADE-18FF-40D4-B73F-6E9FEBA11EA9 Proposed amended form - CLEAN Review draft August 1, 2025 Organic Contract Amended and Restated XX/XX/2025 Page 16 of 21 plants, transmission systems and related facilities for the purpose of delivering electrical power and energy generated thereby to the Municipalities, and any mine, well, pipeline, plant, structure, or other facility for the development, production, manufacture, storage, fabrication, or processing of fossil or nuclear fuel of any kind for use, in whole or in major part, in any of such generating plants, and any railroad cars, trackage, pipes, equipment, and any structures or facilities of any kind used or useful in the transporting of fuel to any of such generating plants, and to sell, deliver, exchange, or otherwise dispose of the power and energy generated by said plants, and any of the waste or by-products therefrom, and to purchase, lease, or otherwise acquire and equip, maintain, operate, sell, assign, convey, lease, mortgage, pledge, and otherwise dispose of electrical generating plants, transmission systems and related facilities, together with all lands, buildings, equipment, and all other real or personal property, tangible or intangible, necessary or incidental thereto. (v) PROPERTY To acquire, hold, lease (as lessor or lessee), sell, or otherwise dispose of 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 Docusign Envelope ID: F567EADE-18FF-40D4-B73F-6E9FEBA11EA9 Proposed amended form - CLEAN Review draft August 1, 2025 Organic Contract Amended and Restated XX/XX/2025 Page 17 of 21 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 To fix, maintain, revise, or otherwise authorize fees, rates, charges, and other means to recover costs 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. Docusign Envelope ID: F567EADE-18FF-40D4-B73F-6E9FEBA11EA9 Proposed amended form - CLEAN Review draft August 1, 2025 Organic Contract Amended and Restated XX/XX/2025 Page 18 of 21 (xiv) OTHER POWERS To exercise any other powers, consistent with law, that enable the Authority to further the purposes, functions, services, and facilities set forth in Sections 2.0, 2.1, and 2.2 of this Contract. 4.0 POLITICAL SUBDIVISION The Authority shall be a political subdivision and a public corporation of the State of Colorado separate from the Municipalities. It shall have the duties, privileges, immunities, rights, liabilities, and disabilities of a public body politic and corporate. 5.0 REVENUE BONDS The Authority is authorized to issue bonds, notes, or other obligations secured by its electric revenues pursuant to the terms, conditions, and authorization contained in 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 10 days after its execution by the Municipalities. 8.0 NOTICES Any formal notice, demand, or request provided for in this Contract shall be in writing and shall be deemed properly served, given, or made if delivered in person or sent by registered or certified mail, postage prepaid, to the persons specified below: Town of Estes Park, Colorado c/o Town Administrator P.O. Box 1200 Estes Park, Colorado 80517 Docusign Envelope ID: F567EADE-18FF-40D4-B73F-6E9FEBA11EA9 Proposed amended form - CLEAN Review draft August 1, 2025 Organic Contract Amended and Restated XX/XX/2025 Page 19 of 21 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 City of Loveland, Colorado c/o Water and Power Director 200 North Wilson Loveland, Colorado 80537 Any Municipality may change its contact information for formal notices by delivering written notice to the other Municipalities at least 30 days before the change is to take effect. 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. Docusign Envelope ID: F567EADE-18FF-40D4-B73F-6E9FEBA11EA9 Proposed amended form - CLEAN Review draft August 1, 2025 Organic Contract Amended and Restated XX/XX/2025 Page 20 of 21 IN WITNESS WHEREOF, the Municipalities have caused this Contract, as amended, to be executed as of the day of , 2025. TOWN OF ESTES PARK, COLORADO ATTEST: By: By: Mayor Town Clerk CITY OF FORT COLLINS, COLORADO ATTEST: By: By: Mayor City Clerk APPROVED AS TO FORM: By: Assistant City Attorney CITY OF LOVELAND, COLORADO ATTEST: By: By: Mayor City Clerk APPROVED AS TO FORM: By: Assistant City Attorney CITY OF LONGMONT, COLORADO ATTEST: By: By: Mayor City Clerk Docusign Envelope ID: F567EADE-18FF-40D4-B73F-6E9FEBA11EA9 Proposed amended form - CLEAN Review draft August 1, 2025 Organic Contract Amended and Restated XX/XX/2025 Page 21 of 21 APPROVED AS TO FORM AND SUBSTANCE: Director of Longmont Power & Communications APPROVED AS TO FORM: Assistant City Attorney PROOFREAD: Docusign Envelope ID: F567EADE-18FF-40D4-B73F-6E9FEBA11EA9 Proposed amendment language in redline Review draft August 1, 2025 O RGANIC C ONTRACT Docusign Envelope ID: F567EADE-18FF-40D4-B73F-6E9FEBA11EA9 Proposed amendment language in redline Review draft August 1, 2025 TABLE OF CONTENTS 1.0 EFFECTIVE DATE .......................................................................................................... 2 2.0 ESTABLISHMENT OF PLATTE RIVER POWER AUTHORITY ....................................... 2 2.1 PURPOSES ............................................................................................................... 3 2.2 FUNCTIONS, SERVICES, OR FACILITIES ................................................................ 4 2.3 BOARD OF DIRECTORS ........................................................................................... 5 2.3.1 NUMBER ....................................................................................................66 2.3.2 SELECTION ...............................................................................................66 2.3.3 TERM .......................................................................................................... 6 2.3.4 REMOVAL ..................................................................................................77 2.3.5 VACANCIES ................................................................................................ 7 2.3.6 COMPENSATION.......................................................................................88 2.3.7 ANNUAL MEETINGS .................................................................................88 2.3.8 REGULAR MEETINGS ...............................................................................88 2.3.9 SPECIAL MEETINGS .................................................................................88 2.3.10 NOTICE OF MEETINGS .............................................................................99 2.3.11 WAIVER OF NOTICE .................................................................................99 2.3.12 QUORUM ............................................................................................... 1010 2.3.13 ATTENDANCE BY TELECONFERENCE ............................................... 1010 2.3.14 VOTE IN CASE OF DEADLOCK ............................................................ 1010 2.3.15 DUTIES .................................................................................................. 1111 2.4 OFFICERS ............................................................................................................ 1212 2.4.1 ELECTION OF OFFICERS AND TERMS OF OFFICE ........................... 1213 2.4.2 REMOVAL .............................................................................................. 1313 2.4.3 DUTIES OF OFFICERS.......................................................................... 1313 2.5 INDEMNIFICATION OF OFFICERS AND DIRECTORS ........................................ 1515 2.6 TERM OF CONTRACT .......................................................................................... 1616 2.7 ASSETS AND PROPERTIES ................................................................................ 1616 2.8 DISTRIBUTION OF ASSETS UPON TERMINATION ............................................ 1616 2.9 SEAL ..................................................................................................................... 1717 2.10 CONTRACTS ........................................................................................................ 1717 2.11 CHECKS, DRAFTS, AND OTHER FINANCIAL DOCUMENTS ............................. 1717 2.12 DEPOSITS ............................................................................................................ 1717 2.13 FISCAL YEAR ....................................................................................................... 1717 2.14 PRINCIPAL PLACE OF BUSINESS ...................................................................... 1817 3.0 GENERAL POWERS ................................................................................................ 1818 4.0 POLITICAL SUBDIVISION ........................................................................................ 2120 5.0 REVENUE BONDS ................................................................................................... 2121 6.0 DEBT NOT THAT OF MUNICIPALITIES ................................................................... 2121 7.0 FILING OF CONTRACT ............................................................................................ 2121 8.0 NOTICES .................................................................................................................. 2121 9.0 SEVERABILITY ......................................................................................................... 2222 10.0 DUPLICATE ORIGINALS .......................................................................................... 2222 Docusign Envelope ID: F567EADE-18FF-40D4-B73F-6E9FEBA11EA9 Proposed amendment language in redline Review draft August 1, 2025 Organic Contract Amended and Restated XX/XX/2025 Page 1 of 24 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 1st day of July, 1998, and the 1st 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.” WITNESSETH: WHEREAS, Estes Park owns and operates a municipal electric system which supplies electric power and energy at retail to users located within the town limits of Estes Park and the adjacent service area of the Estes Park electric system; and WHEREAS, Fort Collins owns and operates a municipal electric system which supplies electric power and energy at retail to users located within the city limits of Fort Collins and the adjacent service area of the Fort Collins electric system; and WHEREAS, 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 Docusign Envelope ID: F567EADE-18FF-40D4-B73F-6E9FEBA11EA9 Proposed amendment language in redline Review draft August 1, 2025 Organic Contract Amended and Restated XX/XX/2025 Page 2 of 24 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, as increased complexity and risk in the electric utility industry, energy- producing technology, and relevant laws and regulations continue to evolve 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 to provide long- term value which are incidental to or supportive of to the Municipalities’ while maintaining equity and enhancing the flexibility and agility with which the Authority and the Municipalities can adapt over timecontinued 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 EFFECTIVE DATE This Contract, as hereby amended and restated, shall become effective when it has been duly executed by all of the Municipalities. 2.0 ESTABLISHMENT OF PLATTE RIVER POWER AUTHORITY As of June 17, 1975, the Municipalities established a separate governmental entity, to 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 Docusign Envelope ID: F567EADE-18FF-40D4-B73F-6E9FEBA11EA9 Proposed amendment language in redline Review draft August 1, 2025 Organic Contract Amended and Restated XX/XX/2025 Page 3 of 24 transmission of electric energy in whole or in part for the benefit of the inhabitants of the Municipalities. As of July 1, 1998, the Municipalities also established the Authority as a separate governmental entity and multi-purpose intergovernmental authority to provide additional designated functions, services, or facilities lawfully authorized to any combination of two or more of the Municipalities, provided that such function, service, or facilities constitutes an “enterprise” as defined in subsection 2(d) of Article X, Section 20 of the Colorado Constitution. 2.1 PURPOSES The purposes of the Authority are to conduct its business and affairs for the benefit of the Municipalities and their inhabitants: (i) to provide the electric power and energy requirements of the Municipalities and the retail customers within the Municipalities in a reliable, cost-effective, and environmentally responsible manner; (ii) to engage in business activities related to the provision of electric power, and energy, and related services, (including owning and operating assets connected to 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’ distribution systems or that support distribution operations), while adapting over time as necessary to carry out Board-adopted policies and maintain equity among 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 Docusign Envelope ID: F567EADE-18FF-40D4-B73F-6E9FEBA11EA9 Proposed amendment language in redline Review draft August 1, 2025 Organic Contract Amended and Restated XX/XX/2025 Page 4 of 24 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 designated function, service, or facility is lawfully authorized by such designating Municipality; and (c) an opinion of the Authority’s bond counsel to the effect that the designated function, service, or facility constitutes an “enterprise” as defined in subsection 2(d) of Article X, Section 20 of the Colorado Constitution. 2.2 FUNCTIONS, SERVICES, OR FACILITIES The functions, services, or facilities to 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; Docusign Envelope ID: F567EADE-18FF-40D4-B73F-6E9FEBA11EA9 Proposed amendment language in redline Review draft August 1, 2025 Organic Contract Amended and Restated XX/XX/2025 Page 5 of 24 (iv) selling, exchanging and otherwise disposing of, under the most advantageous terms and conditions obtainable, any surplus power and energy or transmission capacity which the Authority owns, produces or purchases; (v) developing and operating a portfolio of electric power and energy resources (including renewable purchased resources) and associated infrastructure and capabilities that provide long-term value to producing and transmitting electric energy in whole or in part for the benefit of the inhabitants of the Municipalities and support reliability, financial sustainability and environmental responsibility ; (vi)(v) 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)(vi) 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)(vii) 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)(viii) 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 The governing body of the Authority shall be a Board of Directors (“Board”) in which all legislative power of the Authority is vested. Docusign Envelope ID: F567EADE-18FF-40D4-B73F-6E9FEBA11EA9 Proposed amendment language in redline Review draft August 1, 2025 Organic Contract Amended and Restated XX/XX/2025 Page 6 of 24 2.3.1 NUMBER The number of Directors shall be eight (8). 2.3.2 SELECTION Each Municipality shall be represented by The Board shall consist of two (2) members on the Board of Directors of the Authority from each Municipality, 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 body of such Municipality to serve as a Director of the Authority in place of the Mayor. (ii) APPOINTED DIRECTORS The governing body of each of the Municipalities shall appoint one (1) additional member to the Board of Directors. Each Appointed Directors, (a) must be a full-time employee of the appointing Municipality or an elected member of its governing body, and (b) shall be selected for judgment, experience, and expertise which make that person particularly qualified to serve on the Board of Directors of the Authority. 2.3.3 TERM The term of office of the Directors of the Authority shall be as follows: (i) MAYORS The Mayor of each Municipality, or the member of the Municipality’s governing board body designated by the Mayor, shall serve as a Director of the Authority for the same period Docusign Envelope ID: F567EADE-18FF-40D4-B73F-6E9FEBA11EA9 Proposed amendment language in redline Review draft August 1, 2025 Organic Contract Amended and Restated XX/XX/2025 Page 7 of 24 of time that the Mayor serves as Mayor of that Municipality. (ii) APPOINTED DIRECTORS The term of the each Appointed Director shall be as specified by the appointing Municipality.for Estes Park shall expire on December 31, 2011, tThe Municipalities shall coordinate term of the Appointed Directors’ terms as feasible to stagger the years in which 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 Directors’ terms 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 and foster continuity of Board membership over time. 2.3.4 REMOVAL Any Director appointed by the governing board body of a Municipality may be removed at any time by such governing board body, 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 body 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 If A vacancy occurring in the directorship of an Appointed Director, leaves office before the end of his or her term for any reason,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 that appointed the Director whose office has become vacant. In the case of a vacancy in the directorship of a Docusign Envelope ID: F567EADE-18FF-40D4-B73F-6E9FEBA11EA9 Proposed amendment language in redline Review draft August 1, 2025 Organic Contract Amended and Restated XX/XX/2025 Page 8 of 24 Mayor or his designee from any Municipality, the vacancy shall be filled by the vacancy as provided in Section 2.3.2(ii). If a new Mayor or the (Mayor’s designee)ation leaves office before the end of his or her term for any reason, the vacancy shall be filled by the new Mayor or the Mayor’s designation of some other member of the governing board body 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. 2.3.7 ANNUAL MEETINGS The Board shall hold Aan annual meeting of the Board of Directors shall be held within the first 120 days in of each year, at the Authority’s principal place of business, as designated by the Board (unless the Board specifies another location by resolution). such place in Fort Collins, Colorado, as shall be designated in the notice of the meeting, At each annual meeting, the Board to shall 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 Any Director may call a Sspecial meetings of the Board of Directors Docusign Envelope ID: F567EADE-18FF-40D4-B73F-6E9FEBA11EA9 Proposed amendment language in redline Review draft August 1, 2025 Organic Contract Amended and Restated XX/XX/2025 Page 9 of 24 may be called by the Chair or any Director and may fix the 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 Sstate of Colorado) for the special meeting. The Secretary shall deliver to all as shall be fixed by the Chair or the Directors notice of the special calling the meeting as provided in Section 2.3.10. 2.3.10 NOTICE OF MEETINGS The Secretary shall deliver to each Director Wwritten notice of any 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 the meeting,. The Secretary may deliver any meeting notice either personally, or by electronic mail, by with confirming reply requested, or at the direction of the Secretary, or, upon his/her default, by mail. If sent bythe person calling the meeting. If mailed, such electronic mail, notice shall be deemed to be delivered when confirmed by reply from the intended recipient. If mailed, notice shall be deemed delivered when deposited in the United States mail, addressed to the Director at his/her the Director’s address as it appears on the records of the Authority, with postage prepaid. The Municipalities may exchange routine communications concerning this Contract by electronic means or any other method acceptable to the Municipalities sending and receiving the communications. 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 Board meeting of the Board of Directors shall constitute a waiver by such Director of notice of Docusign Envelope ID: F567EADE-18FF-40D4-B73F-6E9FEBA11EA9 Proposed amendment language in redline Review draft August 1, 2025 Organic Contract Amended and Restated XX/XX/2025 Page 10 of 24 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 VOTING REQUIREMENTS 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 “Weighted Vote” shall then be taken with each Director’s vote being given one half the proportion which: (i) the dollar amount of electric power and energy purchased from the Authority during the twelve-month period ending with the close of the billing period for the month two months prior to the month of 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 Docusign Envelope ID: F567EADE-18FF-40D4-B73F-6E9FEBA11EA9 Proposed amendment language in redline Review draft August 1, 2025 Organic Contract Amended and Restated XX/XX/2025 Page 11 of 24 from the Authority and paid for by the Municipalities during said twelve-month period. (i) The act of a majority of the “Weighted Vote” shall be the act of the Board of Directors.Provided a quorum is present, the act of a majority of the Directors present shall be the act of the Board, subject to the Weighted Vote provisions in subsection (ii) below and except as otherwise required by law. (ii) If a Board vote results in a deadlock, any Director may call for a “Weighted Vote.” The weight of each Director’s vote in a Weighted Vote shall be based on the ratio between: (a) the dollar amount the Municipality for which the Director serves paid to the Authority for electric power and energy during the 12-month period ending with a billing date two months before the month in which the Weighted Vote takes place, and (b) the dollar amount all Municipalities paid to the Authority for electric power and energy during the same 12-month period. The act of the majority of the Weighted Vote shall be the act of the Board. 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 establish policies that guide the priorities and activities of the Authority and the General Manager's duties as stated in Docusign Envelope ID: F567EADE-18FF-40D4-B73F-6E9FEBA11EA9 Proposed amendment language in redline Review draft August 1, 2025 Organic Contract Amended and Restated XX/XX/2025 Page 12 of 24 Section 2.4.3(v). (ii)(iv) To periodically review Board-established policies and update, replace, or repeal them as needed. (iii)(v) To comply with the provisions of parts 1, 5, and 6 of Article 1 of Title 29, C.R.S. (iv)(vi) 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)(vii) To keep minutes of its proceedings. 2.4 OFFICERS The minimum officers of the Authority shall be a Chair, Vice Chair, Secretary, Treasurer, and General Manager. and such other officers and assistant officers as may be authorized by tThe Board of Directors may authorize other officers and assistant officers to perform such duties as may be assigned by the Board of Directors may assign. The General Manager may appoint officers in addition to those authorized by the Board and establish their duties as he or she deems beneficial to carry out the General Manager’s duties as specified in Section 2.4.3(v). 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 Board meeting of the Board of Directors, the members of the Board of Directors shall elect Board officers (Chair Docusign Envelope ID: F567EADE-18FF-40D4-B73F-6E9FEBA11EA9 Proposed amendment language in redline Review draft August 1, 2025 Organic Contract Amended and Restated XX/XX/2025 Page 13 of 24 and Vice Chair), who shall serve as such officers of the Authority until the end of the next annual Board 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. The Board shall appoint any other Board-designated officers as necessary to fill vacancies as they arise, and prescribe the terms of those officers as part of the appointing resolution. 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 Authority, and shall perform any 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 Docusign Envelope ID: F567EADE-18FF-40D4-B73F-6E9FEBA11EA9 Proposed amendment language in redline Review draft August 1, 2025 Organic Contract Amended and Restated XX/XX/2025 Page 14 of 24 be prescribed by the Board of Directors. (iii) SECRETARY The Secretary shall: (a) maintain the official records of the Authority, including all resolutions and regulations approved by the Board of Directors, the and minutes of Board meetings, of the Board of Directors, and (b) keep a register of the names and addresses of Directors and officers, and shall (c) issue notice of meetings, (d) attest and affix the corporate seal to all official documents of the Authority, as needed, and shall (e) perform such any 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. Docusign Envelope ID: F567EADE-18FF-40D4-B73F-6E9FEBA11EA9 Proposed amendment language in redline Review draft August 1, 2025 Organic Contract Amended and Restated XX/XX/2025 Page 15 of 24 (v) GENERAL MANAGER The General Manager shall be the principal executive officer of the Authority with full responsibility for the planning, operations, and administrative affairs of the Authority, and the coordination thereof, pursuant to policies and programs approved by the Board of Directors, 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 Board, in its discretion, may require bonds from or insurance policies to cover any officer, agent, or employee (including those responsible for custody of any Authority funds or property)The Treasurer and any other officer or agent of the Authority charged with responsibility for the custody of any of its funds or property shall give bond in such sum and with such surety as the Board of Directors shall determine. The Board of Directors in its discretion may also require any other officer, agent, or employee of the Authority to give bond in such amount and with such surety as it shall determine. The cost of such bond shall be an expense payable by the Authority. 2.5 INDEMNIFICATION OF OFFICERS AND DIRECTORS Each Director and officer of the Authority, whether or not then in office, and his/her personal representatives, shall be indemnified by the Authority against all costs and expenses actually and necessarily incurred by him/her in connection with the defense of any action, suit, or proceeding in which he/she may be involved or to which he/she may be made a party by reason of his/her being or having been such Director or officer, except in relation to matters as to which he/she shall be finally adjudged in such action, suit, or proceeding to be liable for gross negligence or willful and wanton Docusign Envelope ID: F567EADE-18FF-40D4-B73F-6E9FEBA11EA9 Proposed amendment language in redline Review draft August 1, 2025 Organic Contract Amended and Restated XX/XX/2025 Page 16 of 24 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 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, 206075, 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 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 Docusign Envelope ID: F567EADE-18FF-40D4-B73F-6E9FEBA11EA9 Proposed amendment language in redline Review draft August 1, 2025 Organic Contract Amended and Restated XX/XX/2025 Page 17 of 24 amount of all electric power and energy purchased and paid for by all of the Municipalities, from the Authority and its predecessor during their corporate existence. 2.9 SEAL 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 Unless the Board specifies otherwise by resolution, the Authority’s The fiscal year of the Authority shall be the calendar year. Docusign Envelope ID: F567EADE-18FF-40D4-B73F-6E9FEBA11EA9 Proposed amendment language in redline Review draft August 1, 2025 Organic Contract Amended and Restated XX/XX/2025 Page 18 of 24 2.14 PRINCIPAL PLACE OF BUSINESS Unless the Board specifies otherwise by resolution, the Authority’s The principal place of business of the Authority shall be in Fort Collins, Colorado. 3.0 GENERAL POWERS The general powers of the Authority shall include the following powers: (i) ELECTRIC ENERGY To develop electric energy resources and related services, and produce, purchase, and transmit electric energy, in whole or in part, for the benefit of the inhabitants of the Municipalities. (ii) CONTRACTS To make and enter contracts of every kind with the Municipalities, the United States, any state or political subdivision thereof, and any individual, firm, association, partnership, corporation or any other organization of any kind. (iii) AGENTS AND EMPLOYEES To employ agents and employees. (iv) FACILITIES To acquire, construct, manage, maintain, and operate electric energy facilities, works, and improvements and any interests therein, including, without limitation, to acquire, construct, reconstruct, improve, and rehabilitate, repair, operate, and maintain (separately or jointly) generating plants, transmission systems and related facilities for the purpose of delivering electrical power and energy generated thereby to the Municipalities, and any mine, well, pipeline, plant, structure, or other facility for the development, production, manufacture, storage, fabrication, or processing of fossil or nuclear fuel of any kind for use, in whole or in major part, in any of such generating plants, and any railroad cars, trackage, pipes, Docusign Envelope ID: F567EADE-18FF-40D4-B73F-6E9FEBA11EA9 Proposed amendment language in redline Review draft August 1, 2025 Organic Contract Amended and Restated XX/XX/2025 Page 19 of 24 equipment, and any structures or facilities of any kind used or useful in the transporting of fuel to any of such generating plants, and to sell, deliver, exchange, or otherwise dispose of the power and energy generated by said plants, and any of the waste or by-products therefrom, and to purchase, lease, or otherwise acquire and equip, maintain, operate, sell, assign, convey, lease, mortgage, pledge, and otherwise dispose of electrical generating plants, transmission systems and related facilities, together with all lands, buildings, equipment, and all other real or personal property, tangible or intangible, necessary or incidental thereto. (v) PROPERTY To acquire, hold, lease (as lessor or lessee), sell, or otherwise dispose of 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, Docusign Envelope ID: F567EADE-18FF-40D4-B73F-6E9FEBA11EA9 Proposed amendment language in redline Review draft August 1, 2025 Organic Contract Amended and Restated XX/XX/2025 Page 20 of 24 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 To fix, maintain, and revise, or otherwise authorize fees, rates, and charges, and other means to recover costs 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, consistent with law, that enable the Authority to further which are essential, necessary, incidental, convenient, or conducive to providing the wholesale electric power and energy Docusign Envelope ID: F567EADE-18FF-40D4-B73F-6E9FEBA11EA9 Proposed amendment language in redline Review draft August 1, 2025 Organic Contract Amended and Restated XX/XX/2025 Page 21 of 24 requirements of the Municipalities, as well as to accomplishing the purposes, functions, services, and facilities set forth in Sections 2.0, 2.1, and 2.2 of this Organic Contract. 4.0 POLITICAL SUBDIVISION The Authority shall be a political subdivision and a public corporation of the State of Colorado separate from the Municipalities. It shall have the duties, privileges, immunities, rights, liabilities, and disabilities of a public body politic and corporate. 5.0 REVENUE BONDS The Authority is authorized to issue bonds, notes, or other obligations secured by its electric revenues pursuant to the terms, conditions, and authorization contained in 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: Town of Estes Park, Colorado c/o Town Administrator P.O. Box 1200 Estes Park, Colorado 80517 Docusign Envelope ID: F567EADE-18FF-40D4-B73F-6E9FEBA11EA9 Proposed amendment language in redline Review draft August 1, 2025 Organic Contract Amended and Restated XX/XX/2025 Page 22 of 24 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 City of Loveland, Colorado c/o Water and Power Director 200 North Wilson Loveland, Colorado 80537 Any Municipality may change its contact information for formal notices by delivering written notice to the other Municipalities at least 30 days before the change is to take effect. 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. Docusign Envelope ID: F567EADE-18FF-40D4-B73F-6E9FEBA11EA9 Proposed amendment language in redline Review draft August 1, 2025 Organic Contract Amended and Restated XX/XX/2025 Page 23 of 24 IN WITNESS WHEREOF, the Municipalities have caused this Contract, as amended, to be executed as of the day of , 2025. TOWN OF ESTES PARK, COLORADO ATTEST: By: By: Mayor Town Clerk CITY OF FORT COLLINS, COLORADO ATTEST: By: By: Mayor City Clerk APPROVED AS TO FORM: By: Assistant City Attorney CITY OF LOVELAND, COLORADO ATTEST: By: By: Mayor City Clerk APPROVED AS TO FORM: By: Assistant City Attorney CITY OF LONGMONT, COLORADO ATTEST: By: By: Mayor City Clerk Docusign Envelope ID: F567EADE-18FF-40D4-B73F-6E9FEBA11EA9 Proposed amendment language in redline Review draft August 1, 2025 Organic Contract Amended and Restated XX/XX/2025 Page 24 of 24 APPROVED AS TO FORM AND SUBSTANCE: Director of Longmont Power & Communications APPROVED AS TO FORM: Assistant City Attorney PROOFREAD: Docusign Envelope ID: F567EADE-18FF-40D4-B73F-6E9FEBA11EA9