HomeMy WebLinkAboutCOUNCIL - AGENDA ITEM - 10/28/2008 - PLATTE RIVER POWER AUTHORITY ORGANIC CONTRACT AND DATE: October 28, 2008
STAFF: Brian Janonis WORK SESSION ITEM
Steve Catanach FORT COLLINS CITY COUNCIL
Brian Moeck, PRPA
SUBJECT FOR DISCUSSION
Platte River Power Authority Organic Contract and Energy Supply Agreement Review.
EXECUTIVE SUMMARY
The Organic Contract between Platte River Power Authority (PRPA) and member cities of Estes
Park,Fort Collins,Longmont and Loveland was originally signed in 1975 and last amended in 1998.
A change to the Organic Contract requires the approval of all four member municipalities. Most of
the changes to the Organic Contract are in the nature of updates intended to reflect current
organizational practices. The term of the contract will be extended from 2040 to 2050.
In addition, staff and PRPA have negotiated changes to update the Contract for the Supply of
Electric Power and Energy and termination of the Transmission Facilities Agreement. Changes to
the Contract for the Supply of Electric Power and Energy incorporate relevant terms from the
Transmission Facilities Agreement.
GENERAL DIRECTION SOUGHT AND SPECIFIC QUESTIONS TO BE ANSWERED
At its August 19, 2008, regular meeting, Council requested that the Organic Contract and Energy
Supply Agreement be brought before them for general discussion. Staff is presenting those contracts
and will provide answers to any questions Council may have
BACKGROUND
ORGANIC CONTRACT
In June 1975, the municipalities of Fort Collins, Longmont, Loveland and Estes Park established
Platte River Power Authority to develop both energy resources for the production of electric energy
and transmission infrastructure to deliver electric energy to the four member municipalities.
The Organic Contract Establishing Platte River Power Authority as a Separate Governmental Entity,
dated June 17, 1975, defined the roles of each of the municipalities within the organizational
structure of PRPA, defined membership on the Board of Directors, and established the by-laws
within which the Board operates.
October 28, 2008 Page 2
In July 1998, the Organic Contract was amended to allow PRPA to provide additional functions,
services or facilities to any combination of two or more of the member municipalities. An example
of an expanded service is PRPA's provision and management of the Banner Customer Information
System used by both Longmont and the City of Fort Collins. The modification also allowed PRPA
to enter into telecommunication activities, which it continues to manage for the City.
The amendments staff and PRPA are presenting to Council in the Amended and Restated Organic
Contract Establishing Platte River Power Authority as a Separate Governmental Entity" (the
"Updated Organic Contract") add to the services that PRPA may provide to Fort Collins by noting
that PRPA will assist Fort Collins in reaching its renewable energy requirements. Additionally,
language has been added which specifically details that PRPA will provide services and products
that improve the efficiency of generation, transmission and use of electrical energy. The proposed
changes also bring current the expiration dates of the terms of the PRPA appointed directors. Those
dates are as follows: December 31, 2011 for Estes Park, December 31, 2008 for Fort Collins,
December 31,2010 for Longmont and December 31,2009 for Loveland. Additional changes allow
Board members to participate in Board meetings via teleconferencing. Changes also provide
authority to the Board to appoint an interim PRPA General Manager if and when a vacancy exists
in that office. The previous provision automatically designated the Board Chairman. The Updated
Organic Contract also extends the term of the Contract from an end date of 2040 to 2050.
AMENDED CONTRACT FOR THE SUPPLY OF ELECTRIC POWER AND ENERGY
Fort Collins and PRPA are proposing an Amended Contract for the Supply of Electric Power and
Energy(the"Updated Energy Supply Contract"). The Transmission Facilities Agreement between
PRPA and Fort Collins, dated February 22, 1980, will be terminated with the execution and some
of its terms are incorporated into the Updated Energy Supply Contract, while others are addressed
in an Appendix B to the Updated Energy Supply Contract.
The Updated Energy Supply Contract between the City of Fort Collins and PRPA obligates PRPA
to sell and deliver and Fort Collins to purchase and receive all electrical energy which Fort Collins
requires, as did past versions of the Energy Supply Contract. The Contract defines the roles and
responsibilities of each of the entities with respect to providing electric energy, the disposition of
excess energy,the responsibility to maintain adequate rates,and required compliance with Western
Area Power Administration requirements for the purchase of federally generated power.
This amendment addresses the amount of generation the City can develop for its own use. To insure
the strength of Platte Rivers' bond rating(AA),the Cities designated PRPA as the sole provider to
all four entities. This limited the amount of generation the Cities could develop on their own. The
Cities were able to keep any generation resources they owned prior to the establishment of PRPA.
This allowed Longmont and Loveland to continue to own and operate their small hydro-electric
plants. PRPA, after extensive consultation with bond counsel, believes that allowing municipal
generation up to 1% of peak demand will have minimal affect on the total capacity of PRPA and,
as a result, no impact to PRPA bond holders. The clarification, though, will have a very positive
effect on the City. Fort Collins will be able to develop up to 3000 kilowatts of generation. The total
load associated with City facilities is about 5000 kilowatts, so more than half of this could be met
with municipal generation (renewable or other resources). Three megawatts is enough to power
October 28, 2008 Page 3
approximately 1,000 to 1,200 homes. Depending on the resource developed, three thousand
kilowatts of generation could reduce carbon dioxide emissions by between 7,000 to 19,000 tons per
year. In addition to the 3000 kilowatts that can be developed for City facilities,customers can install
renewable (or other) generation resources at their homes or businesses. The option for customers
to develop their own generation has always existed and is not impacted by this amendment.
Fort Collins and PRPA jointly occupy all of the substations serving the City. The proposed changes
clarify that each Party has license to occupy any substation where the parties jointly use facilities.
The language of the Updated Energy Supply Contract clarifies the planning requirements and the
timelines needed to insure that adequate time is given for the siting, design and construction of new
transmission and substation facilities. For example,it reduces from four years to two years,the prior
notification the City must give PRPA of the need for a new substation if no new transmission is
required. If new transmission is required, the City must give PRPA four years notification.
The Energy Supply Contract term is also extended from 2040 to 2050. This is of critical importance
because the power supply agreements between Platte River and the Cities are security for Platte
River bonds and these agreements must have terms beyond the terms of the bonded indebtedness.
Appendix B to the Updated Energy Supply Contract specifies the responsibilities of each entity as
either the owner or joint user of a facility. The responsibilities for site work, foundation
construction, and operation and maintenance tasks are defined in Appendix B.
Platte River purchases energy from the Western Area Power Administration(WAPA) on behalf of
the Cities. The WAPA General Power Contract Provisions have been added as an exhibit to the
Energy Supply Contract.
The amendments to both agreements give additional flexibility to both PRPA and the City in
addressing the request by Governor Ritter and the requirement established by City Council to reduce
the City's carbon emissions by 20% below 2005 levels by 2020 and 80% below 2005 levels by
2050. The development or acquisition of additional renewable resources along with the
implementation of energy efficiency programs and services by PRPA, and the City's ability to
develop renewable resources for its own use,provide both PRPA and the City new avenues towards
this goal. Additionally, the amendments provide clarity to the roles and responsibilities of each
entity.
ATTACHMENTS
1. Organic Contract.
2. Amended Contract for the Supply of Power and Energy.
3. Powerpoint presentation.
ATTACHMENT
PLATTE RIVER POWER
AUTHORITY
ORGANIC CONTRACT
TABLEOFCONTENTS
1.0 F.FFEC'I'IVF DATE.........................................................................................................................2
2.0 EST ABLISIIMENT OF PLATTE RIVER POWER AUTI IORITY ............................................2
2.1 PURPOSES......................................................................................................................................3
2.2 FUNCTIONS,SERVICES,OR FACILITIES................................................................................4
2.3 BOARD OF DIRECTORS.............................................................. ...............................................5
2.3.1 NUMBER.....................................................................................................................................6
2.3.2 SELECTION................................................................................................................................6
2.3.3 TERM............. .............................................................................................................................6
2.3.4 REMOVAI...................................................................................................................................7
2.3.5 VACANCIES....... ................... ......................... r ............ .....................................................8
2.3.6 COMPENSA'FION.............................................................................. ......................................8
2.3.7 ANNUAL MEETINGS............................... ...... ...........................8
2.3.8 REGULAR MEETINGS....................................................................... .....................................9
2.3.9 SPECIAL MEETINGS............... ..............................,.................................................................9
2.3.10 NOTICE OF MEETINGS......................................................................----.:......--................9
2.3.11 WAIVER OF NOTICE...............................................................................................................9
2.3.12 QUORUM.-.............................................................................. ..............................................10
2.3.13 ATTENDANCE BY "TELECONFERENCE,... ......... ::...:.................... .. ........... ...10
2.3.14 VOTE IN CASE OF A DEADLOCK........ ----.. .................... .................................10
2.3.15 DUTIF'S....... .............................................................................................................................11
2.4 OFFICERS........................................................................................ .............................................12
2.4.1 ELECTION OF OFFICERS AND TERMS OF OFFICE `............................ .... .............12
2.4.2 REMOVAL...................................................... .................................................... ....................12
2.4.3 DUTIES OF OFFICERS............................................................................................................13
2.4.4 BONDS OF OFFICERS........ ........................................ ..........................................................14
2.5 INDEMNIFICATION OF OFFICERS AND DIRECTORS......................................................15
2.6 TERM OF CONTRACT...............................................................................................................15
2.7 ASSETS AND PROPERTIES.......................................................................................................16
2.8 DISTRIBUTION OF ASSETS UPON TERMINATION...........................................................16
2.9 SF,AI,................. ...........................................................................................................................A6
2.10 CONTRACTS........................... ...................... ................................. .............---...................16
2.11 Cl IECKS, DRAFTS, AND OTHER FINANCIAL DOCUMENT'S.........................................17
2.12 DEPOSITS.....................................................................................................................................17
2.13 FISCAL YEAR...............................................................................................................................17
2.14 PRINCIPAL PLACE OF BUSINESS................................. ........................................................17
3.0 GENERAL POWERS.................................................................................._...............................17
4.0 POLITICAL SUBDIVISION........................................................................................................21
5.0 REVENUE BONDS......................................................................................................................21
6.0 DEBT NOT"II-TAT OF MUNICIPALITIES._.............._.............._...............___..........._..........21
7.0 FILING OF CONTRACT.............................................................................................................21
8.0 NOTICES.......................................................................................................................................21
9.0 SEVERABILITY............................................................................................................................22
10.0 DUPLICATE ORIGINALS..........................................................................................................22
i
AMENDED AND RESTATED ORGANIC CONTRACT ESTABLISHING PLATTE RIVER
POWER AUTHORITY AS A SEPARATE GOVERNMENTAL ENTITY
THIS CONTRACT, originally made and entered into as of June 17, 1975, and amended
February 14, 1977, and July 27, 1978, and amended and restated the 31,1 day of March 1980, and
the l,t day of July,1998, and as further amended and restated on this day of. 2008,
by the parties to this Contract which are: TOWN OF ESTES PARK, COLORADO, a municipal
corporation of the State of Colorado ("Estes Park"), CM OF FORT COLLINS, COLORADO, a
municipal corporation of the State of Colorado ("Fort Collins"), CITY OF LONGMONT,
COLORADO, a municipal corporation of the State of Colorado ("Longmont"), and CITY OF
LOVELAND, COLORADO, a municipal corporation of the State of Colorado ("Loveland").
When specificity is not required, the municipal corporations which are parties hereto will
hereinafter be individually referred to as"Municipality" and collectively as"Municipalities,"
WITNESSETH:
WHEREAS,Estes Park owns and operates a municipal electric system which supplies
electric power and energy at retail to users located within the town limits of Estes Park and the
adjacent service area of the Estes Park electric system;and
WHEREAS, Fort Collins owns and operates a municipal electric system which supplies
electric power and energy at retail to users located within the city limits of Fort Collins; and
WHEREAS, Longmont owns and operates a municipal electric system which supplies
electric power and energy at retail to users located within the city limits of Longmont and the
adjacent service area of the Longmont electric system; and
WHEREAS, Loveland owns and operates a municipal electric system which supplies
electric power and energy at retail to users located within the city limits of Loveland and the
adjacent service area of the Loveland electric system; and
WHEREAS, the Municipalities on June 17, 1975, established, pursuant to the provisions
of C.R.S. § 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
WHEREAS, during 1998 the Municipalities contracted with one another to establish,
pursuant to the provisions of C.R.S. § 29-1-203, the Authority as a separate legal entity and
multi-purpose intergovernmental authority to provide designated functions, services, or
facilities lawfully authorized to any combination of two or more of the Municipalities provided
that such function, service, or facility constitutes an "enterprise" as defined in subsection 2(d)
of Article X,Section 20 of the Colorado Constitution; and
WHEREAS, increased complexity and risk in the electric utility industry have created
the need to enhance utility image and customer loyalty, the Municipalities wish to clarify that
the Organic Contract authorizes the Authority to engage in abroad range of services which are
incidental to or supportive of the Municipalities' continued ability to provide electric power and
energy services to their customers on a competitive basis;and
WHEREAS, the Municipalities 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 establish 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
establish the Authority as a separate governmental entity and multi-purpose
intergovernmental authority to provide additional designated functions,
Organic Contract Amended and Restated_/_/2008
Page 2 of 23
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;
(ii) to engage in business activities related to the provision of electric
power and energy services which the Board determines are likely
to enhancer the competitive position of the Authority or the
Municipalities; and
(iii) to provide any additional designated function, service, or facility
lawfully authorized toany combination of two or more of the
Municipalities, provided that these constitute an "enterprise' as
defined in subsection 2(d) of Article X,Section 20 of the Colorado
Constitution.
A particular function, service, or facility shall be treated as designated as
a separate purpose under clause (iii) of the previous sentence only upon
receipt by each Municipality which is designating the function,service, or
facility to also be performed by the Authority of(a) a resolution adopted
by unanimous vote of the Board of Directors of the Authority designating
the function, service,or facility as a purpose to also be jointly exercised by
the designating Municipalities through the Authority and (b) opinions of
Organic Contract Amended and Restated / /2008
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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
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;
(h) 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;
Organic Contract Amended and Restated_/—f 2008
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(iv) selling, exchanging and otherwise disposing of, under the most
economically advantageous terms and conditions obtainable, any
surplus power and energy or transmission capacity which the
Authority owns, produces or purchases;
(v) developing electric energy resources (including renewable sources)
and producing and transmitting electric energy in whole or in part
for the benefit of the inhabitants of the Municipalities;
(vi) developing products and services to improve the efficiency of
generation, transmission and use of electrical enemy;
(vii) acquiring, constructing, owning, purchasing, selling, exchanging,
or otherwise disposing of, reconstructing, improving,
rehabilitating, repairing, operating, and maintaining assets,
infrastructure, plants, systems, and related facilities or interests
therein;
(viii) developing products, services, infrastructure, and resources related
to such function, service, or facility for delivery to appropriate
markets in whole or in part for the benefit of the inhabitants of the
Municipalities; and
(ix) on termination of this Contract to vest in the Municipalities all
right, title and interest of the Authority in or to all of its property
and assets.
2.3 BOARD OF DIRECTORS
The governing body of the Authority shall be a Board of Directors in
which all legislative power of the Authority is vested.
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2.3.1 NUMBER
The number of Directors shall be eight(8).
2.3.2 SELECTION
Each Municipality shall be represented by two (2) members on the
Board of Directors of the Authority, who shall be designated or
appointed as follows:
(i) MAYORS
The Mayor of each of the Municipalities is hereby
designated and shall Serve as a member of the Board of
Directors of the Authority contemporaneously with service
as Mayor; provided, however, that any Mayor may
designate some other member of the governing board of
such,Municipality to serve as a Director of the Authority in
place of the Mayor.
(ii) APPOINTED DIRECTORS
The governing body of each of the Municipalities shall
appoint one (1) additional member to the Board of
Directors. Appointed Directors shall be selected for
judgment, experience, and expertise which make that
person particularly qualified to serve as a Director of an
electric utility.
2.3.3 TERM
The term of office of the Directors of the Authority shall be as
follows:
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(i) MAYORS
The Mayor of each Municipality, or the member of the
Municipality's governing board designated by the Mayor,
shall serve as a Director of the Authority for the same
period of time that the Mayor serves as Mayor of that
Municipality.
(ii) APPOINTED DIRECTORS
The term of the Appointed Director for Estes Park shall
expire on December 31, 2011, the term;of the„Appointed
Director for Fort Collins Shall expire on December 31, 2008,
the term of the Appointed Director for Longmont shall
expire on December 31, 2010, and the term of the
Appointed Director for Loveland shall expire on December
31, 2009. Each successor shall be appointed for a term of
four years from the date of the expiration of the term for
which the predecessor was appointed and until the
successor is appointed and has qualified.
2.3.4 REMOVAL
Any Director appointed by the governing board of a Municipality
may be removed at any time by such governing board, with or
without cause. A Mayor will be automatically removed as a
Director upon vacating the office of Mayor, and a member of the
Municipality's governing board designated to serve in place of a
Mayor may be removed at any time by the Mayor, with or
without cause.
Organic Contract Amended and Restated / /2008
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2.3.5 VACANCIES
A vacancy occurring in the directorship of an Appointed Director,
whether such vacancy be the result of resignation, death, removal
or disability, shall be filled by the appointment of a successor
Appointed Director by the governing body of the Municipality
which appointed the Director whose office has become vacant. In
the case of a vacancy in the directorship of a Mayor or his
designee from any Municipality, the vacancy shall be filled by the
new Mayor or the Mayor's designation of some other member of
the governing board of that Municipality.
2.3.6 COMPENSATION
Directors shall not 'receive compensation for their services, but
Directors may be reimbursed their actual expenses for attendance
at meetings of the Board of Directors and for expenses otherwise
incurred on behalf of the Authority.
2.3.7 ANNUAL MEETINGS
Art annual meeting of the Board of Directors shall be held within
the first 120 days in each year at such place in Fort Collins,
Colorado, as shall be designated in the notice of the meeting, to
elect officers, to pass upon reports for the preceding fiscal year,
and to transact such other business as may come before the
meeting. Failure to hold the annual meeting at a designated time,
or failure to hold the annual meeting in any year, shall not cause a
forfeiture or dissolution or otherwise affect the Authority.
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2.3.8 REGULAR MEETINGS
The Board of Directors may provide for the time and place for the
holding of regular meetings by resolution without notice to
Directors other than the resolution adopting the meeting schedule.
2.3.9 SPECIAL MEETINGS
Special meetings of the Board of Directors may be called by the
Chairman or any Director and it shall thereupon be the duty of the
Secretary to cause notice of such meeting to be given as
hereinafter provided. Special meetings of the Board of Directors
shall be held at such time and place within the State of Colorado
as shall be fixed by the Chairman orthe Director calling the
meeting.
2.3.10 NOTICEOFMEETINGS
Written notice of the annual or of any special meeting of the Board
of Directors shall be delivered to each Director not less than seven
(7), nor more than thirty-five (35), days before the date fixed for
such meeting, either personally or by mail, by or at the direction
of the Secretary, or, upon his/her default, by the person calling
the meeting. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail addressed to
the Director at his/her address as it appears on the records of the
Authority,with postage prepaid.
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
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such notice. Attendance of a Director at any meeting of the Board
of Directors shall constitute a waiver by such Director of notice of
such meeting except when such Director attends such meeting for
the express purpose of objecting to the transaction of any business
because the meeting is not lawfully called or convened.
2.3.12 QUORUM
A majority of the number of Directors then in office shall
constitute a quorum for the transaction of business; provided that,
if less than a majority of the Directors then in office is present at a
meeting, a majority of the Directors present may ,adjourn the
meeting; and, provided further, that the Secretary shall notify any
absent Directors of the time and place of such adjourned meeting.
The act of a majority of the Directors present at a meeting at which
a quorum is present shall be the act of the Board of Directors.
23.13 ATTENDANCE BY TELECONFERENCE
Directors may attend and fully participate in any meeting through
electronic teleconferencing.
2.3.14 VOTE IN CASE OF A DEADLOCK
In the event the Board of Directors, at a meeting at which a
quorum is present, is deadlocked and unable to obtain a majority
vote of the Directors present concerning a matter being considered
for action, any Director may require a "Weighted Vote." A
"Weighted Vote" shall then be taken with each Director's vote
being given one half the proportion which:
(i) the dollar amount of electric power and energy purchased
from the Authority during the twelve-month period
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ending with the close of the billing period for the month
two months prior to the month of the deadlocked meeting
and paid for by the Municipality appointing such Director
bears to;
(ii) the dollar amount of all electric power and energy
purchased from the Authority and paid for by the
Municipalities during said twelve-month period.
The act of a majority of the"Weighted Vote" shall be the act of the
Board of Directors.
2.3.15 DUTIES
The duties of the Board of Directors shall be:
(i) To govern the business and affairs of the Authority.
(ii) To exercise all powers of the Authority.
(iii) To comply with the provisions of parts 1, 5, and 6 of
Article 1 of Title 29, C.R.S.
(iv); To adopt a fiscal resolution,which complies with statutory
and other restrictions imposed by law on the affairs of the
Authority, to govern the financial transactions of the
Authority, including the receipt, custody, and
disbursement of its funds, securities, and other assets, and
to provide for the services of a firm of independent
certified public accountants to examine, at least annually,
------------ ....... _-- ._ _.._._.__._ _.
Organic Contract Amended and Restated /^/2008
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the financial records and accounts of the Authority and to
report thereupon to the Board of Directors.
(v) To keep minutes of its proceedings.
2.4 OFFICERS
The officers of the Authority shall be Chairman, Vice Chairman,
Secretary, Treasurer, General Manager and such other officers and
assistant officers as may be authorized by the Board of Directors to
perform such duties as may be assigned by the Board of Directors. The
Chairman and Vice Chairman shall be members of the Board of Directors,
but other officers of the Authority need not be members of the Board of
Directors.
2.4.1 ELECTION OF OFFICERS AND TERMS OF OFFICE
At each annual meeting of the Board of Directors, the members of
the Board of Directors shall elect officers who shall serve as such
officers of the Authority until the next annual meeting of the
Board of Directors and until their successors are elected and
qualified. If the election of officers shall not be held at such
meeting, such election shall be held as soon thereafter as may be
convenient. Vacancies or new offices may be filled at any meeting
of the Board of Directors.
2.4.2 REMOVAL
Any officer or agent elected or appointed by the Board of
Directors may be removed by the Board of Directors, with or
without cause, whenever in its judgment the best interests of the
Authority will be served thereby.
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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) CHAIRMAN
The Chairman shall preside at all meetings of the Board of
Directors and, except as otherwise delegated by the Board
of Directors, shall execute all legal instruments of the
Authority, and shall perform such other duties as the
Board of Directors May prescribe.
(ii) VICE CHAIRMAN
The Vice Chairman shall, in the absence of the Chairman,
or in the event of the Chairman's inability or refusal to act,
perform the duties of the Chairman and when so acting
shall have all the powers of and be subject to all the
restrictions upon the Chairman. The Vice Chairman shall
also perform such other duties as may be prescribed by the
Board of Directors.
(iii) SECRETARY
The Secretary shall maintain the official records of the
Authority, including all resolutions and regulations
approved by the Board of Directors, the minutes of
meetings of the Board of Directors, and a register of the
names and addresses of Directors and officers, and shall
issue notice of meetings, attest and affix the corporate seal
to all documents of the Authority, and shall perform such
other duties as the Board of Directors may prescribe.
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(iv) TREASURER
The Treasurer shall serve as financial officer of the
Authority and shall, pursuant to the fiscal resolution
adopted by the Board of Directors governing the financial
transactions of the Authority and the restrictions imposed
by law, be responsible for the receipt, custody, investment,
and disbursement of the Authority's funds and securities
and for duties incident to the office of Treasurer, and shall
perform other duties as the Board of Directors may
prescribe.
(v) GENERAL MANAGER
The General 'Manager shall be the principal executive
officer of the Authority with full responsibility for the
planting, operations, and administrative affairs of the
Authority, and the coordination thereof, pursuant to
policies and programs approved by the Board of Directors,
and 'shall be the agent for service of process on the
Authority, When and while a vacancy exists in the office
of General Manager, the Board of Directors shall appoint a
qualified interim General Manager to act as the principal
executive officer of the Authority.
2.4.4 BONDS OF OFFICERS
The Treasurer and any other officer or agent of the Authority
charged with responsibility for the custody of any of its funds or
property shall give bond in such sum and with such surety as the
Board of Directors shall determine. The Board of Directors in its
discretion may also require any other officer, agent, or employee
of the Authority to give bond in such amount and with such
Organic Contract Amended and Restated / /2008
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surety as it shall determine. The cost of such bond shall be an
expense payable by the Authority.
2.5 INDEMNIFICATION OF OFFICERS AND DIRECTORS
Each Director and officer of the Authority, whether or not then in office,
and his/her personal representatives, shall be indemnified by the
Authority against all costs and expenses actually and necessarily incurred
by him/her in connection with the defense of any action, suit, or
proceeding in which he/she may be involved or to which he/she may be
made a party by reason of his/her being or having been such Director or
officer, except in relation to matters as to which he/she shall be finally
adjudged in such action, suit, or proceeding to be liable for willful or
wanton negligence or misconduct in the performance of duty. Such costs
and expenses shall include amounts reasonably paid in settlement for the
purpose of curtailing the costs of litigation,but only if the Authority is
advised in writing by its counsel that in his/her opinion the person
indemnified 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, 2050,
and until thereafter terminated by any Municipality following not less
than twelve (12) months written notice to the other Municipalities of its
intention to terminate; provided, however, that this Contract may 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,
_ __. _.. ... _.--.-_._. _....__
Organic Contract Amended and Restated_/ /2008
Page 15 of 23
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 dis$01 ition 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 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
Organic Contract Amended and Restated /_/2008
Page 16 of 23
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 Authorityand in such manner as shall be
determined by the fiscal resolution.
2.12 DEPOSITS
All funds of the Authority shall be deposited in a manner set forth by the
fiscal resolution.
2.13 FISCAL YEAR
The fiscal year of the Authority.shall be the calendar year.
2.14 PRINCIPAL PLACE OF BUSINESS
The principal place of business of the Authority shall be in Fort Collins,
Colorado.
3.0 GENERAL POWERS
The general powers of the Authority shall include the following powers:
(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.
._,.,._.....-----
Organic Contract Amended and Restated_/,/2008
Page 17 of 23
(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; 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.
Organic Contract Amended and Restated / /2008
Page 18 of 23
(v) PROPERTY
To acquire, hold, lease (as lessor or lessee), sell, or otherwise dispose of
any real or personal property, commodity, and service including, without
limitation, to buy, lease, construct, appropriate, contract for, invest in, and
otherwise acquire, and to own, hold, maintain, equip, operate, manage,
improve, develop, mortgage, and deal in and with, and to sell, lease,
exchange, transfer, convey and otherwise dispose of and to mortgage,
pledge, hypothecate and otherwise encumber real and personal property
of every kind, tangible and intangible.
(vi) CONDEMNATION
To condemn property for public use, if such property is not owned by any
public utility and devoted to such public use pursuant to state authority.
(vii) DEBT
To incur debts„liabilities, or obligations and to borrow money and, from
time to time, to make, accept, endorse, execute, issue, and deliver bonds,
debentures; promissory notes, bills of exchange, and other obligations of
the Authority for monies borrowed or in payment for property acquired or
for any of the other purposes of the Authority, and to secure the payment
of any such obligations by mortgage, pledge, deed, indenture, agreement,
or other collateral instrument, or by other lien upon, assignment of, or
agreement in regard to, all or any part of the properties, rights, assets,
contracts, easements, revenues, and privileges of the Authority wherever
situated.
(viii) LITIGATION
To sue and to be sued in its name.
Organic Contract Amended and Restated /_/2008
Page 19 of 23
(ix) SEAL
To have and to use a corporate seal.
(x) RATES
To fix, maintain, and revise fees, rates, and charges for functions, services,
or facilities provided by the Authority.
(xi) REGULATIONS
To adopt, by resolution, regulations respecting the exercise of its power
and the carrying out of its purposes.
(xii) AGENTS
To do and perform any acts and things authorized by this section under,
through, or by means of an agent or by contracts with any person, firm,
corporation or governmental entity.
(xiii) JOINT OWNERSHIP'
To own, operate, and maintain real and personal property, and facilities in
common with others, as permitted by law, and to conduct joint,
partnership, cooperative, or other operations with others and to exercise
all of the powers granted in this Contract in joint partnership or
cooperative efforts and operations with others.
(xiv) OTHER POWERS
To exercise any other powers which are essential, necessary, incidental,
convenient, or conducive to providing the wholesale electric power and
energy requirements of the Municipalities, as well as to accomplishing the
purposes, functions, services, and facilities set forth in Sections 2.0, 2.1,
and 2.2 of this Organic Contract.
Organic Contract Amended and Restated /_/2008
Page 20 of 23
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
_ _ ,....... _._.-----------....._ -- _ . ,__._...-- -- _.._.._..
Organic Contract Amended and Restated / /2008
Page 21 of 23
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
9.0 SEVERABILITY
In the event that any of the terms, covenants, or conditions of this Contract or
their application shall be held invalid as to any person, corporation, or
circumstance by any court having jurisdiction, the remainder of this Contract
and the application and effect of its terms,: covenants, or conditions to such
persons,corporation,or circumstances shall not be affected thereby.
10.0 DUPLICATE ORIGINALS
This Contract may be executed in several counterparts, each of which will be an
original but all of which together shall constitute one and the same instrument.
Organic Contract Amended and Restated_/_/2008
Page 22 of 23
IN WITNESS WHEREOF, the Municipalities have caused this Contract,as amended,to
be executed as of the---day of July,2008.
TOWN OF ESTES PARK,COLORADO
Attest:
By:
Mayor Town Clerk
CITY OF FORT COLLINS,COLORADO
Attest:
By:
Mayor City Clerk
CITY OF LONGMONT,COLORADO
Attest:
By:
Mayor City Clerk
CITY OF LOVELAND, COLORADO
Attest:
By:
Mayor City Clerk
Organic Contract Amended and Restated_/_/2008
Page 23 of 23
ATTACHMENT
AMENDED CONTRACT FOR THE SUPPLY OF ELECTRIC POWER AND ENERGY
This contract, made this day of . 2008, 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 (hereinafter called "Fort
Collins")
WITNESSETHw
WHEREAS, Platte River, owns, operates and maintains eiectric generating facilities,
transmission lines, substations,and related facilities for 4 ei pose of supplying electric power
and energy to municipal electric systems for resale;and
WHEREAS, Platte River has heretofore entered;into or will enter into agreements for the
sale of electric power and energy similar in form to tlu$ greement withJhe cities of Estes Park,
Longmont and Loveland (which municipalities arEi ;-`,hereinafter collectively called
"Municipalities"); and
WHEREAS, this Agreement replaces the Ti ,nliion Facilities Agreement between
Platte River and Fort Collins,dated Feb 22,1980;and
WHEREAS, Fort Collins desires to purchase electric power and energy from Platte River
on the terms and conditions hereitt set forth;
NOW, THEREFORE, in consideration of the mutual undertakings herein contained, the
Parties hereto agree as follows:
Article 1: Sale and Purchase of Electric Power and Energy
(a) Platte River shall sell and deliver to 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
Fort Collins Power Supply Agreement Amended and Restated_/ /2008
Page 1 of 10
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, and (2) Fort Collins shall not be in violation of
the all requirements purchase obligation herein when it purchases power from net metered
customers pursuant to statutory obligation.
(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 cif 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 provf4d in the Platte River Tariff
Schedules; provided,however, that notwithstanding an I y5bther provision of this Agreement, the
obligation of Fort Collins to pay Platte R&er for'�1 ele c power and energy furnished
hereunder shall be, and is, a special obligation of P,6,it Collins payable solely from revenues to
be received by Fort Collins front:,te`sale of electrip3�et and energy to its electric utility
customers duff t thct'id,*,'lrereof an&.*,jiot a lien, charge, or liability against Fort Collins or
against any,property or funds of Fort Colliti5s'other than revenues to be received by Fort Collins
from '",,sale of electric power, td energy th its electric utility customers during the term
hereof, arid, the obligation to pay Platte River for all electric power and energy furnished
hereunder do"not constitute a debt, liability, or obligation of Fort Collins other than from its
revenues to be reeeved 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,
Fort Collins Power Supply Agreement Amended and Restated_/_/2005
Page 2 of 10
(i) to meet the cost of operation and maintenance (including, without
limitation,fuel, replacements,insurance,taxes,fees,and administrative and
general overhead expense) of the electric generating plants, transmission
system,and related facilities of Platte River;
(ii) to meet the cost of any power and energy purchased for resale hereunder
by Platte River and the cost of transmission service;
(iii) to make payments of principal and interest on all indebtedness and
revenue bonds of Platte River and,Providean:earnings margin adequate to
enable Platte River to obtain revenue bond financing on favorable terns;
and
(iv) to provide for the establishment and maintenance of reasonable reserves.
(c) Platte River shall cause a notice in writing to he:given to each Municipality to
which it furnishes electric power and energy, whkh notice shall set out each revision of the
rates with the effective date thereof,which sh,4l be not Ws than thirty(3O) days after the date of
the notice. All rate adjustments shall apply squally to all f nicipahties to which Platte River
a,
furnishes electric power and ener ' ', unless otherwise agreed u
P �,� � $� on, and shall not be P
discriminatory. Fort Collins agreyegibat the rates fri46,4p*,,to time established by the Board of
Directors of Pli te,Ri e atl be deers t4o be substituted for the rates presently contained in
the Tariff Schedules and agri ;to pay for electric power and energy furnished to it hereunder
after#'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 of damages caused thereby.
(b) After first satisfying the electric power and energy requirements of all
Municipalities to which it furnishes electric power and energy, Platte River may, in its sole
discretion, market and dispose of any surplus electric power and energy which it owns or
produces or which Platte River is obligated by contract to purchase, under the most
advantageous terms and conditions obtainable.
Fort Collins Power Supply Agreement Amended and Restated_/_/2005
Page 3 of 10
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.
(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, iuh 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 Pgywer and Energ}
(a) Fdseikriclipwer and eri lgy to be furnished by Platte River shall be alternating
current,,,iisixty (60) hertz, thi`ee phase, subject to conditions of delivery and measurement as
hereut�ttttr provided and in the'1`aiff Schedules:
(V), -•;Responsibilities for t , facilities through which electric power and energy is
delivered are=s+et forth in Attachment B of this Agreement, attached hereto and made a part
hereof.
(c) Fort Colfins'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.
Fort Collins Power Supply Agreement Amended and Restated_/_/2008
Page 4 of 10
(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 10,000 Wa
maximum nameplate rating at 55'C. rise, and in accordance with this Agreement.
(f) Fort Collins shall give Platte River at least two years written notice of the need to
increase the capacity of an existing transmission point of delivery or the need for a new
transmission point of delivery. If new transmission is required, Fort Collins shall give Platte
River at least four years written notice. The notice shall specifythe 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 fo the supply of
the additional capacity requested by Fort Collins, and shall thereafter keep Fort Collins
informed of Platte River's progress in supplying such additional capacity. Any written notice
requesting additional capacity at an existing point of delivery or the establishment of a new
point of delivery shall provide to Platte River any and all authority necessary for its facilities to
occupy the property of Fort Collittiaduring the period,in which that point of delivery is used by
t
Platte River fer#he'deliviary of power And energy.
(gp If Fort Collins requites the construction of a 115 kV or 230 kV transmission line for
addi#io tltl service where such li"a tap or radial line over which energy can flow in only one
direction;4s,tiiistinguished 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 PhatteRiver pursuant to a separate agreement with Fort Collins which provides
for an appropriate shafting of the annual costs of ownership and operation of such line for as
long as such energy flow And delivery conditions prevail.
Article 6: Consultation on System Planning
(a) At least once each year, on or before 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.
Fort Collins Power Supply Agreement Amended and Restated_/_/2008
Page 5 of 10
(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 distributionxequirements 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 low voltage side fli the transforming equipment
or at such other points as agreed upon.by the Parties. ;
(b) ,Ltrss'adjnstments for low voltage side or remote metering shall be as specified in
the Tariff Szhedules or as otherwise agreed•by the Parties.
Article$>`kleter 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 (11/2 %) per month of the unpaid balance shall be added, and if such bill is
delinquent for a period of fifteen (15) days or longer, Platte River may discontinue delivery of
electric power and energy not less than fifteen(15) days following written notice to Fort Collins.
Fort Collins Power Supply Agreement Amended and Restated_/ /2008
Page 6 of 10
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 byaest 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 shabe made for a longer
period than such inaccuracy is determined by Platte Riv��,fo 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 l;est`information available.
(c) Platte River shall notify Fort Collins in advance of any meter,reading or test so that
Fort Collins'representative maybe present at such meter reAdih or test.
Article 10: Right of Occupancy and"cress
Both IaarYeS skim lave 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
Fort Collins Power Supply Agreement Amended and Restated_/_/2008
Page 7 of 10
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 N astramts imposed upon them by the
constitution, statutes, and rules and regulations of the St#* of Colorado and of the United
States, and imposed upon them by their respective governifig 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. Notwith imding any other provision of this
Agreement to the contrary, in no event shall either of the Putties exercise any power or take any
action which shall be prohibited by applicable law E�Whenever possible, each provision of this
Agreement shall be interpreter ji, such a mannei(ge to be effective and valid under
..
applicable law,.'
Article 13s Term of Agreement
(a} This Agreement shaltbecome effective when executed by both Parties, and shall
amend and sisrsede the existing Contract for the Supply of Electric Power and Energy
between Platte River and Fort Collins, dated July 1, 1998. This Agreement shall remain in effect
until December 31, 2050 and thereafter until terminated by either Party following not less than
twelve (12) months written notice to the other Party of its intention to terminate.
(b) The Transmission Facilities Agreement between Platte River and Fort Collins dated
February 22, 1980,shall be deemed terminated as of the date of this Agreement.
Fort Collins Power Supply Agreement Amended and Restated_/_/2008
Page 8 of 10
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: For Fort Collins:
General Manager Utilities General Manager
Platte River Power Authority City of Fort Collins
2000 East Horsetooth Road P O. Box 580
Fort Collins,Colorado 80525 Fort Collins,Colorado 80522
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 of circumstance by any Court having
jurisdiction, the remainder of this Agreement and the application of its terms, covenants, or
conditions to such persons or circumstes shall not'be affected-thereby.
Fort Collins Power Supply Agreement Amended and Restated_/_/2008
Page 9 of 10
IN WITNESS WHEREOF,the Parties hereto have caused this Agreement to be executed the day
and year first above written.
PLATTE RIVER POWER AUTHORITY ATTEST:
By: By:
General Manager Assistant Secretary
CITY OF FORT COLLINS ATTEST:
By: By:
Mayor Cityrk
Fort Collins Power Supply Agreement Amended and Restated_/_/2008
Page 10 of 10
EXHIBIT A
Effective September 1,2007 _
WES]ERN AREA POWER ADMINISTRAIION
GENERAL POWER CONTRACT PROVISIONS Paee
I APPLICABILITY.
I Applicability .... .. _ . . . . 1
II. DELIVERY OF SERVICE PROVISIONS-
2 Character ofScrvicc . .. .. ....... . . 1
3 Use of Capacity or Enetgy in Excess of'Contract Obligation . . . .1
4 Continuity of Service... . . .. . . .. . . . .. . . . . . . . I
5 Multiple Points of Delivery. . . . . ... . . . . . 2
6 Metering....... .... . . ... . . . 2
7 Existence of Transmission Servicc Contract . . . .. . 3
8 Conditions of Transmission Service .. . . . . . .. .. . .. .. 3
9. Multiple Points of Delivery Involving Direct and Indirect Dclivenes . 3
10. Constmclion,Operation,and Maintenance of Connector's Power System 3.4
III RATES,BILLING,AND PAYMENT PROVISIONS.
I I Change of Rates ..... . . .. .... . . .... . .. . q
12, Minimum Seasonal or Annual Capacity Charge.. 4
13 Billing and Payment . .......... ... ... . 4-5
14 Nonpayment of Bills in Full When Due . . . .. 5
15 Adjustments for Fractional Billing Period „ 5 _
16. Adjustments for Curtailments to Firm Service . . .. 5-6
IV. POWER SALES PROVISIONS,
17 Resale of Firm Electric Service(Wholesale Sales for Resale) . .. . . .... . . 6
18 Distribution Principles. . .. .. 6
19 Contract Subject to Colorado River Compact . . 6
V FACILITIES PROVISIONS, _
20 Design Approval- .... . .... . .. . . _ . . . 6..7
21 Impection and Acceptance . .. . . .. .. .. .. . . . 7
22 As-Built Drawings.. . .. ... 7
23. Equipment Ownership Markus. . . ... . . _ 7
24 Third-Party Use of Facilities... . . ... . . . . .. ,. 7
25. Changes to Western Control Facilities _ ... .. .. 78
26 Modification of Western Facilities . . . .. 8
27 Transmission Rights .. .. 8
28 Construction and Safety Procedures 8-9
29 Environmental Compliance..._ . .. .. .. . . 9
30 Responsibility for Regulated Materials . . _ y
i
VI OTHER PROVISIONS. t
31 Authorized Representatives of the Parties .. . _ y !
32 Elict of Section Headings .. . . . . . 10
33 Operating Guidelines and Procedures ... . ... 10
34. Uncontrollable Forces .. .10
35 Liability. . ... .. 10
36 Cooperation of Contracting Parties . . .. - 10.11
37 Transfer of Intuest in the Contract or Change in Pmference Status .. 1 I
38 Clmice of Law and Foram . . . . 12 '
39 Waivers _. 12
40, Notices. .._ . . . .. .. . ... .. .. 12
41 Contingent Upon Appropriations and Authorization .. . . 12
42 Covenant Against Contingent Fees .. .. 12
43 Contract Work Hours and Safety Standards 13
44. Equal Opportunity Fanploymont Practices. 17
45. Use of Convict Labor ........ 13
*Legal Citation Revised Septermbu I,2007
i
Effective 5eplernbur 1,2007
WESTERN AREA POWER ADMINISIRATION
GENERAL POWER CONTRACT PROVISIONS
1. APPLICABILITY..
1 Applicability.
I.1 These General Power Contract Provisions (Provisions) shall be a part of the contract to
which they are attached. In the event these Provisions differ from roquii events of the contract,specific terms
set forth in the contract shall prevail
1.2 if the Contractor has member utilities which are either directly or indirectly receiving
benefits from the conttacE, then the Contractor shall require such members to comply with Provisions 10, 17, _
18, 19,29,30,36,43,44,and 45 of these General Power Contract Provisions
II DELIVERY Of SERVICE.PROVISIONS.
2. CbaracterofService.
Electric energy supplied or transmitted under the contract will be three-phase,alternating current,
at a nominal fiequency of sixty(60)hertz(cycles per second).
3 Use of Capacity or Energy in Excess of Contract Obligation.
The Contractor is not entitled to use Federal power,energy, or capacity in amounts greater than
the Western contract delivery obligation in effect toy each type of service provided for in the contract except
with the approval of Western Unauthorized overruns of contract delivery obligations shall be subject to
charges specified in the contract or the applicable rate schedules. Overruns shall not establish any continuing
right thereto and the Contractor shall cease any overruns when requested by Western, or in the case of
authorized overruns, when the approval expiras,whiehevet occurs first. Nothing in the contract shall obligate
Westem to increase any delivery obligation.. If additional power, energy, or capacity is not available from
Western, the responsibility for securing additional power, energy, or capacity shall rest wholly with the
Contractor..
4. Cominuity of Service.
Electric service will be supplied or transmitted continuously except for: (1)fluctuations,
interruptions, or reductions due to uncontrollable forces, as defined in Provision 34 (Uncontrollable Forces)
herein, (2) fluctuations, interruptions, or reductions due to operation of devices installed for power system
protection; and (3) temporary fluctuations, interruptions, or reductions, which, in the opinion of the puny
supplying the service, are necessary or desirable for the purposes of maintenance, repairs, replacements,
installation of equipment, or investigation and inspection. The party supplying service, except in case of
emergency, will give the party to whom service is being provided reasonable advance notice of such
temporary intenuptions or reductions and will remove the cause thereof with diligence
I
1
i
Effective Scprembet I,2DO7
5 Multinle Points of Delivery.
When electric service is supplied at or transmitted to two or more points of delivery under the same
rate schedule, said rate schedule shall apply separately to the service supplied at or transmitted to each point of
delivery;Provided, That whet the meter readings are considered separately, and during abnormal conditions,the
Contractor's system is interconnected between points of delivery such that duplication of meteted powm is
Possible, the meter readings at each affected point of delivery wil) be adjusted to compensate for duplication of
power demand recorded by meters at alternate points of delivery due to abnormal conditions which are beyond the
Contractor's control or temporary conditions caused by scheduled outages
6 Metering.
61 the total electric power and energy supplied or transmitted under the contract will be
measured by metering equipment to be furnished and maintained by Western, a designated representative of
Western, or where situations deem it appropriate as determined by Western,by the Contractor or its agent(s). In
the event metering equipment is furnished and maintained by the Contractor or its agent(s)and the equipment is
used for billing and other accounting purposes by Western,the Contractor shall ensure that the metering equipment
complies with applicable metering policies established by Western
62 Meters shall be secured by appropriate security measures and meters shall not be accessed
except when the meters are to be inspected,tested,adjusted,or tepaited Representatives of affected parties shall
be afforded reasonable opportunity to be present upon such occasions. Metering equipment shall be inspected and
tested each year by the party responsible for meter maintenance, unless a different ten interval is determined in
accordance with good utility practices by an applicable regional metering policy,or as agreed upon by the parties.
Meters shall also be tested at any reasonable time upon request by a patty hereto, or by an affected supplemental
power supplier, transmission agent, or control area operator. Any metering equipment found to be damaged,
defective,or inaccurate shall be repaired and readjusted or replaced by the patty responsible for meter maintenance
as soon as practicable. Meters found with security breaches shall be tested for tampering and,if appropriate,meter
readings shall be adjusted by Western pursuant to Provision 6 3 below
6.3 Except as otherwise provided in Provision 64 hereof; should any meter that is used by
Western for billing or other accounting purposes fail to register accurately,the electriu power and energy supplied
or transmitted during the period of failure to register accurately, shall, Ibr billing purposes, be estimated by
Western from the best available information
6A If inspections and tests of a meter used by Western for billing or other accounting purposes
disclose an crmr exceeding 2 percent, or a lesser range in en-or as agreed upon by the parties, then a correction
based upon the inaccuracy found shall be made to the service records for the period of inaocm acy as determined by
Western.. li lbo period of inaccuracy cannot be determined,the inaccuracy shall be assumed to have existed during
the enthc monthly billing period immediately preceding the billing period in which the inspection or test was made
and the resulting correction shall be made accordingly.
6.5 Any correction in billing or other accounting information that results from a correction in
meter records shall be made in a subsequent monthly bill rendered by Western to the Contractor. Payment of such j
bill shall constitute full adjustment of any claim between the parties arising out of inaccurate metering equipment !
i
2
Effective September 1,2007
7. Existence of IransmissiorLSer�l:gg Contract.
If the contract provides for Western to furnish services using the facilities of a third party, the
obligation of Western shall be subject to and contingent upon the existence of a transmission service contract
granting Western rights to use such facilities. If Westem acquires or constructs facilities which would enable it to
furnish direct service to the Contractor,Western,at its option,may furnish service over its own facflities
8 Conditions of Iiansmission Service.
8.1 When the electric service under the contract is furnished by Western over the facilities of
others by virtue of a transmission service arrangement, the power and energy will be furnished at the voltage
available and under, the conditions which exist from time to time on the transmission system over which the
service is supplied
82 Unless otherwise provided in the contract or applicable rate schedule, the Conuaetm shall
maintain a power factor at each point of delivery from Western's transmission agent as required by the
transmission agent
83 Weston will endeavor to inform the Contractor fipm time to time of any changes planned or
proposed on the system over which the service is supplied, but the costs of any changes made necessary in the
Contractor's system,because of changes or conditions on the system over wbich the service is supplied,shall not
be a charge against or a liability of Western
8.4 If the Contractor, because of changes or conditions on the system over which service under
the contract is supplied,is required to make changes on its system at its own expense in order to continue receiving
service under the contract, then the Contractor may terminate service under the contract upon not less than sixty
(60)days written notice given to Western prior to malting such changes,but not thereafter..
85 If Western notifies the Contractor that electric service provided fbi under the contract cannot
be delivered to the Contractor because of an insufficiency of capacity available to Western in the facilities of
others over which seavice under the contract is supplied, then the Contractor may terminate service under the
contract upon not less than sixty(60)days written notice given to Western prior to the date on which said capacity
ceases to be available to Western,but not thereafter
9. Multiple Points of Delivery Involving Direct and Indirect Deliveries.
i
When Western has provided line and substation capacity under the contract for the purpose of
delivering docuic service directly to the Contractor at specified direct points of delivery and also has agreed to I
absorb transmission service allowance or discounts for deliveries of energy over other systems)to indirect points j
of delivery and the Contractor shifts any of its load served under the contract from direct delivery to indirect
delivery,Western will not absorb the transmission service costs on such shifted load until the unused capacity, as
determined solely by Western,available at the direct delivery points affected is fully utilized.
10 Construction.Operation.and Majntenanec of Contractor's Power S sttcmi
the Contractor shall, and, if applicable, shall requite each of its members of uansmission agents to I
construct, operate,and maintain its power system in a manner which, as determfned by Western,will not interfere
with the operation of the system of Western or its transmission agents over which electric services alp furnished to
the Contractor under the contract, and in a manner which will coordinate with the protective relaying and other
protective arrangements of the system(s) of Western or Western's transmission agents Western may reduce of
3
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Effective September I,2007
discontinue furnishing services to the Contractor if,after notice by Western,the Contractor fails or refuses to make
such changes as may be necessary to eliminate an unsatisfactory condition on the Contractor's power system
which is determined by Western to interfere significantly under current of probable conditions with any service
supplied from the power system of Western of from the power system of a transmission agent of Westem Such a
reduction or discontinuance of service will not relieve the Contractor of liability for any minimum charges
provided lint in the contract during the time said services are reduced or discontinued Nothing in this Provision
shall be construed to render Western liable in any manner for any claims,demands,costs,losses,causes of action,
damages, of liability of any kind or nature arising out of or resulting from the construction, operation, or
maintenance of the Contractor's power system
III RATES,BILLING,AND PAYMENT PROVISIONS.
I I Change of Rates.
Rates applicable under the contract shall be subject to change by Western in accordance with
appropriate rate adjustment procedures. if at any time the United States promulgates a rate changing a tote then in
effect under the contract, it will promptly notify the Contractor thereof Rates shall become effbcive as to the
contract as of the effective date of such rate. the Contractor,by written notice to Western within ninety(90)days
after the effective date of a rate change,may elect to terminate the service billed by Western under the new rate.
Said termination shall be effective on the last day of the billing period requested by the Contractor-not later than
two(2)years after the effective date of the new tale. Service provided by Western shall be paid for at the new rate
regardless of whether the Contractor exercises the option to terminate service
12 Minimum Seasonal or Pm.lr ual Capacity Charge
When the rate in effect under the contract provides for a minimum seasonal or annual capacity
charge, a statement of the minimum capacity charge due,if any, shall be included in the bill tendered for service
for the last billing period of the service season or contract year as appropriate, adjusted for increases or docmascs
in the contract rate of delivery and for the number of billing periods during the year or season in which service is
not provided Where multiple points of delivery arc involved and the contract rate of delivery is stated to be a
maximum aggregate rate of delivery for all points,in determining the minimum seasonal or annual capacity charge
due,if any,the monthly capacity charges at the individual points of delivery shall be added together
13. Billing and Pavmem.
13.3 Western will normally issue bills to the Contractor for services furnished during the
preceding month within ten(10)days after the end of thebilling period
13.2 If Western is unable to issue timely monthly bill(s),Western may elect to tender estimated
bill(s) Such estimated bill(s)shall be subject to the same payment provisions as final bill(s),and any applicable
adjustments will be shown on a subsequent monthly bill.
13 3 Payments of bills issued by Western ate due and payable by the Contractor before the close
of business on the twentieth (20th) calendar day after the date of issuance of each bill or the next business(lay
thereafter it said day is a Saturday, Sunday,or Federal holiday Bills shall be considered paid when payment is
received by Western. Bills will be paid electronically or via the Automated Clearing House method of payment
unless a written request to make payments by mail is submitted by the Contractor and approved by Western
Should Western agree to accept payments by mail, these payments will be accepted as timely and without
assessment of the charge provided for in Provision 14(Nonpayment of Bills in Full When Due)if a United Status
4
Ellcctive September 1,2007
Post Office first class mail postmark indicates the payment was mailed at least duce(3) calendar days before the
due date
13.4 The parties agree that net billing procedures will be used for payments duo Western by the
Contractor and for payments due the Contractor by Western for the sale or exchange of electric power and energy,
use of transmission facilities, operation and maintenance of electric facilities,and other services Payments due
one party in any month shall be offset against payments due the other party in such month, and the resulting net
balance shall be paid to the party in whose favor such balance exists. T'he parties shall exchange such reports and
information that either partyrequbns for billing purposes. Net billing shall not be used for any amounts due which
are in dispute
14. Nonpayment of Billsin Full When Due
14 1 Bills not paid in full by the Conhactor by the due date specified in Provision t 3 (Billing and
Payment)hereof shall bear a charge of five hundredths percent(0 05%)of the principal sum unpaid for each day
payment is delinquent, to be added until the amount due is paid in full Western will also assess a fee of twenty-
five dollars($25 00) for processing a late payment. Payments received will first be applied to the charges for late
payment assessed on the principal and then to payment of the principal -
14.2 Western shall have the right,upon not less than fifteen (15)days advance written notice, to
discontinue furnishing the services specified in the contract for nonpayment of bills in full when due,and to refuse
to resume such services so long as any part of the amount due remains unpaid Such a discontinuance of service
will not relieve the Contractor of liability for minimum charges during the time service is so discontinued 1'he
rights reserved to Western herein shall be in addition to all other remedies available to Western either by law or in
equity,for the breach of any of the terms hereof
15 Adjps_irtr.ends for Fractional Billing Period. ,
The demand or capacity charge and minimum charges shall each be proportionately adjusted when
fractional billing periods are applicable under this contract A fractional billing period can occur: 1) at the
beginning or end of electric service; 2) at the beginning of end of irrigation pumping service each year; .3) for a
fractional billing period under a new rate schedule; or 4) for fractional periods due to withdrawals of electric
services. The adjustment will be made based on the ratio of the number of hours that electric service is available i
to the Contractor in such fractional billing period, to the total number of hours in the billing period involved
Energy billing shall not be affected by fractional billing periods. i
t
16 Adjustments for Curtailments to Firm Service. I
i
16 1 Billing adjustments will be made if firm electric service is interrupted or reduced because of
conditions on the power system of the United States for periods of one(1)hour or longer in duration each Billing '
adjustments will not be made when such curtailment of electric service is due to a request by the Contractor or u
discontinuance of electic service by Western pursuant to Provision 14(Nonpayment of Bills In Full When Due)
For purposes of billing adjustments under this Provision,the term power system of the United States shrill include
transmission facilities used under contract but not owned by the United Slates
162 The total number- of hours of curtailed firm electric service in any billing period shall be
determined by adding: (1)the sum of the number of hours of interrupted electric service to(2)the product,of each
reduction, of: the number of hours reduced electric service and the percentage by which electric service was
reduced below the delivery obligation of Western at the time of each said reduction of electric service The
demand or capacity charge and applicable minimum charges shall each be proportionately adjusted in the ratio that
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Eflisctive September 1,2007
the total number of hours of electric service determined to have been curtailed bears to the total number of hours in
the billing period involved
163 1 he Contractor shall make written claim within thirty (30) days after receiving the monthly
bill,for adjustment on account of any curtailment of firm electric service, for periods of one(1) hour or longer in
duration each,alleged to have occurred that is not reflected in said bill. failure to make such written claim,within
said thitty-day(30-day)period,shall constitute a waiver of said claim. All curtailments of electric service,which
are due to conditions on the power system of the United States, shall be subject to the terms of this Provision;
Provided,That withdrawal of power and energy under the contract shall not be considered a curtailment of electric
service
IV. POWER SALES PROVISIONS.
17 Rllg.uf Finn Electric Service(Wholesale Sales for Resale).
The Contractor shall not sell any firm electric power or energy supplied under the contract to any
electric utility customer of the Contractor for resale by that utility customer; Pmvided, that the Contractor may
sell the electric power and energy supplied under the contract to its members on condition that said members not
sell any of said power and energy to any customer of the member for resale by that customer
18 Distribution Principles,
The Contractor agrees that the benefits of firm electric power or energy supplied under the cunu act
shall be made available to its consumers at rates that are established at the lowest possible level consistent with
sound business principles, and that these rates will be established in an open and public manner The Contractor
further agrees that it will identify the costs of firm electric power or energy supplied under the contract and power
from other somccs to its consumers upon request The Contractor will demonstrate compliance with the
requirements of this Provision to Western upon request
19. Coact Subject to Colorado River Comyact
Where the energy sold under the contract is generated from waters of the Colorado Rive system,the
contract is made upon the express condition and with the express covenant that all rights under the contract shall
be subject to and controlled by the Colorado River Compact approved by Section 13 (a) of theBoulder-Canyon
Project Act of December 21, 1928, 43 US C §§ 617a-e, and the parties to the contract shall observe and be
subject to arid controlled by said Colorado River Compact in the construction,management, and operation of the
dams, reservoirs, and powerplants from which electrical energy is to be flunished by Western to the Contractor
under the contract,and in the storage,diversion,delivery,and use of water for the generation of electrical energy
to be delivered by Western to the Contractor under the contract.
V FACILITIES PROVISIONS.
20 Design Approval.
All facilities,construction,and installation by the Contractor pursuant to the contract shall be subject
to the approval of Weston Facilities interconnections shall normally conform to Western's current "General
Rtxluirerncnts fin Interconnection;' in effect upon the signing of the contract document providing for each
interconnection, copies of which are available from Western At least ninety(90)days,unless otherwise agreed,
6
Effective September 1,2007
prior to the date the Contractor proposes to commence construction or to incur an obligation to purehasu facilities
to be installed pursuant to the contract, whichever date is the earlier,the Contractor shall submit, for the approval
of Western,detailed designs, drawings, and specifications of the facilities the Contractor proposes to purchase,
construct, and install. The Contractor assumes all risks for construction commenced or obligations to purchase
facilities incurred prior to receipt of approval from Western Western review and approval of designs and
construction work in no way implies that Western is certifying that the designs meet the Contractor's needs.
21 Inspection and Acceptance.
Western shall have the right to inspect the materials and work furnished by the Contractor,its agents,
employees,and subcontractors pursuant to the contract. Such inspections shall be at reasonable times at the work
site Any materials or work that Western determines is defective or not in accordance with designs, drawings,and
specifications,as approved by Western, shall be replaced or modified,as directed by Western,at the sole expense
of the Contractor before the new facilities are energized
22 As-BUIIt DrawinES.
Within a reasonable time, as determined by Western, after the completion of construction and
installation of facilities pursuant to the contract, the Contractor shall submit to Western marked as-built ptints of
all Western drawings affected by changes made pursuant to the contract and reproducible drawings the Contractor
has prepared showing facilities of Western The Contractor's drawings of Woslem facilities shall use drawing title
blocks,drawing numbers,and shall be prepared in accordance with drafting standards all as approved by Western
Western may prepare, revise,or complete said drawings and bill the Contractor if the Contractor fails to provide
such drawings to Western within a reasonable time as determined by Western
23. Equipment Ownership Markers.
23 1 The Contractor shall identify all movable equipment and, to the extent agrtxxf upon by the
patties, all other salvageable facilities constructed or installed on the United Stales tight-of-way or in Western
substations pursuant to the contract which are owned by the Contractor,by permanently affixing thereto suitable -
markers clem•ly identifying the Contractor as the owner of said equipment and facilities
232 If requested by the Contractor, Western shall identify all movable equipment and, to the
extent agreed upon by the parties, all other salvageable facilities constructed or installed on the Contractor's
right-of-way or in the Contractor's substations pursuant to the contract which are owned by the United States,by
permanently affixing thereto suitable markers clearly identifying the United States as the owner of said equipment
and facilities
24 Third-panvUse of Facilities. 1
The Contractor shall notify Western of any proposed system change relating to the facilities governed
by the contract or allowing third-party use of the facilities governed by the contract If Western notifies the
Contractor that said system change will, as solely determined by Western, adversely affect the operation of
Western's system the Contractor shall,at no cost to Western,provide a solution to said adverse effect acceptable to
Western
i
25. Chango to Westem Control Facilities.
i
If atany time during the terns of the contract,Western ddwTnines that changes or additions to control,
relay, or communications facilities are necessary to maintain the reliability or control of Western's transmission
7
F..ffective September 1,2007
system, and said changes or additions are entirely or partially required because of the Conuactot's equipment
installed under the conuact, such changes or additions shall, after-consultation with the Contractor, be made by
Western with all costs or a proportionate share of all costs, as determined by Western, to the be paid by the
Contractor. Western shall notify the Contractor in writing of the necessary changes or additions and the estimate]
costs to be paid by the Contractor. If the Contractor ('ails to pay its share of said estimated costs, Western shall
have the right,after giving sixty(60) days' written notice to the Contractor, to terminate the applicable facility
installation provisions to the contract and require the removal of the Contractor's facilities -
26. Modification of Western Facilities.
Western reserves the right, at any time,to modify its facilities. Western shall keep the Contractor
informed of all planned modifications to Western facilities which impact the facilities installation pursuant to the
contract. Western shall permit the Contractor to change or modify its facilities,in a manner satisfactory to and at
no cost or expense to Western, to retain the facilities interconnection pursuant to the contract At the Contractor's
option,Western shall cooperate with the Conlractot in planning alternate arrangements for service which shall be
implemented at no cost or expense to Western. The Contractor and Western shall modify the contract, as _
necessary,to conform to the new facilities arrangements.
27 7ramenissiunRights
If the contract involves an installation which sectionalizes a Western transmission line,the Contractor
hereby agrees to provide a transmission path to Western across such sectionalizing facilities at no cost or expense
to Western.. Said transmission path shall be at least equal, in terms of capacity and reliability, to the path in the
Western transmission line prior to the installation pursuant to the contract
28 Construction and SafotAPracedures.
28 I The Contractor hereby acknowledges that it is aware of the hazards inherent in high-voltage
electric lines and substations, and hereby assumes full responsibility at all times for the adoption and use of
necessary safety measures required to prevent accidental harm to personnel engaged in the construction,
inspection, testing, operation, maintenance, replacement, or removal activities of the Contractor'pursuant to the
contract. The Contractor and the authorized employees,agents,and subcontractors of the Contractor shall comply
with all applicable safety laws and building and construction codes, including the provisions of Chapter 1 of the
Power System Operations Manual, entitled Power System Switching Procedure,and the Occupational Safety and
Health Administration regulations,Title 29 CT R.§§ 1910 and 1926,as amended or supplemented In addition to
the safety program acquired herein, upon request of the United States, the Conuactot shall provide sufficient
information to demonstrate that the Contractor's safety program is satisfactory to the United States
282 The Contractor and its authorized employees, agents, and subwnbactors shall familiarize -
themselves with the location and character of all lire transmission facilities of Western and interconnections of
others relating to the work performed by the Contractor under the contract Prior to starting any construction,
installation,or removal work,the Contractor shall submit a plan of procedure to Weston which shall indicate the
sequence and method of pot forming the work in a safe manner No work shall be performed by the Contractor,its
employees,agents,or subcontractors until written authorization to ptoceed is obtained from Western
28.3 At all times when the Contractor, its employees, agents, or subcontmctois arc performing
activities of any type pursuant to the contract, such activities shall be under supervision of a qualified employee,
agent, or subcontractor of the Contractor who shall be authorized to represent the Contractor in all matters
pertaining to the activity being performed. The Contractor and Western will keep each other informed of the
names of their designated representatives at the site
i
a
Effective September 1,2007
284 Upon completion of its work, the Contractor-shall remove from the vicinity of the right-of-
way of the United States all buildings,rubbish,used materials,concrete forms,and other like material belonging to
the Contractor or used under the Contractor's direction, and in the event of failure to do so the same may be
removed by Western at the expense of the Contractor
285 In the event the Contractor, its employees, agents,or subcontractors fail to comply with any
requirement of this Provision, or Provision 21 (Inspection and Acceptance) herein, Western or an authorized
representative may issue an order to stop all or any part of the work until such time as the Contractor demonsuates
compliance with the provision at issue, The Conttactoi, its employees, agents, or subcontractors shall make no
claim for compensation or damages resulting from such work stoppage
29 Environmental Compliance.
Facilities installed under the contract by any party shall be constructed, operated, maintained, -
replaced,transported,and removed subject to compliance with all applicable laws,including but not limited to the
National Historic Preservation Act of 1966, 16 U SC §§470x-6,the National Environmental Policy Act of 1969, _
42 U.S C, §§ 4321-4347, the Endangered Species Act of 1973, 16 U S.0 §§ 1531-1544, and the Archaeological
Resources Protection Act of 1979, 16 U S C §§ 470na470mm, and the regulations and executive orders
implementing these laws, as they may be amended or supplemented, as well as any other existing or subsequent
applicable laws,regulations,and executive orders -
30 Reams onsibitity for Regulated Materials.
When either party owns equipment containing regulated material located on the other party's
substation,switchyard, right-of-way,or other property,the equipment owner shall be responsible for all activities -
related to regulated materials in such equipment that are necessary to meet the requirements of the Toxic
Substances Control Act, 15 U S C. §§ 2601-2692, the Resoutee Conservation and Recovery Act, 42 U S C §§
6901.6992k,the Comprehensive Environmental Response,Compensation,and Liability Act of 1980,42 U S C §§
9601.9675,the Oil Pollution Act of 1990,33 U.S.0 §§2702-2761,the Clean Water Act,33 U S C.§§ 1251-1387,
the Safe Drinking Water Act,42 U S C. §§300f j26,and the regulations and executive orders implementing these
laws,as they may be amended or supplemented,and any other existing or subsequent applicable laws,regulations, I
and executive orders. Each party shall labol its equipment containing regulated material in accordance with
appropriate laws and regulations If the party owning the equipment does not perform activities required under
appropriate laws and regulations within the time fi'ame specified therein,the other party may perform of cause to
be performed the required activities alter notice to and at the sole expense of the party owning the equipment
VI OYHF.R PROVISIONS,
31. Authorized Representatives of the Parties.
Each patty to the contract,by written notice to the other, shall designate the iepiesentative(s) who is _
(are)authorized to act in its behalf with respect to those matters contained in the contract which are the hmctions
and responsibilities of the authorized representatives of the parties- Each party may change the designation of its
authorized representative(s)upon oral notice given to the other,confirmed promptly by written notice.
9
i
Effective September 1,2007
32 Effect of Section Headings.
Section headings or Provision titles appearing in the contract or these General Power Contract
Provisions are insetted for convenience only and shall not be construed as interpretations of text.
33 Operating Guidelines and Prucedures. -
the parties to the contract may agree upon and put into effect from time to time,such other written
guidelines and procedures as may be required in order to establish the methods of operation of the power system to
be followed inthe performance of the contract
34 Uncontrollablg Iorc ts.
Neither party to the contract shall be considered to be in default in performance of any of its
obligations under the contract,except to make payment as specified in Provision 13 (Billing and Payment)herein,
when a failure of performance shall be due to an uncontrollable force The term"uncontrollable force"means any
cause beyond the control of the party affected, including but not restricted to, failure of or threat of failure of
facilities, flood, earthquake, storm, fire, lightning, epidemic, war, riot, civil disturbance or disobeditmce, labor
dispute, labor or material shortage, sabotage, restraint by court order or public authority and action or nonaction
by, or failure to obtain the necessary authorizations or approvals from, any governmental agency or authority,
which by exercise of due diligence such party could not reasonably have been expected to avoid and which by
exercise of due diligence it shall be unable to overcome Nothing contained herein shall be construed to require a
patty to settle any strike or labor dispute in which it may be involved Either party tendered unable to fulfill any of
its obligations under the contract by reason of an uncontrollable force shall give prompt written notice of such fact _
to the other patty and shall exercise due diligence to remove such inability with all reasonable dispatch
35 Liability,
351 The Contractor hereby agrees to indemnify and hold harmless the United States, its
employees, agents, or contractors from any loss or damage and from any liability on uccount of personal injury,
death,or property damage,or claims for personal injury,death,or prupetty damage of any natute whatsoever and
by whomsoever made arising out of the Contractors', its employees', agents', or subcontractors' construction,
operation,maintenance,or replacement activities under the contract.
35.2 The United States is liable only for negligence on the pan of its officers and employees in
accordance with the Federal 'Tort Claims Act, 28 U S C §§ 1346(b), 1346(c), 2401(b), 2402, 2671,2672, 2674-
2680,as amended or supplemented
36. Cooneration.of Contracting PuWys.
If,in the operation and maintenance oftheir respective power systems or elecniuul equipment and the
utilization thereof for the purposes of the contract, it becomes necessary by reason of any emergency or
extraordinary condition for either party to request the other to furnish personnel, materials, tools,and equipment
for the accomplishment thereof',the party so requested shall cooperate with the other and render such assistance as
the party so requested may determine to be available. the party making such request,upon teceipt of properly
itemized bills fiom the other party, shall reimburse the party rendering such assistance for all costs properly and
reasonably incurred by it in such performance, including administrative and general expenses, such costs to be
determined on the basis of current charges or rates used in its own operations by the party rendering assistance.
Issuance arxi payment of bills for services provided by Western shall be in accordance with Provisions 13(Billing
10
Bffm&e September[ 1,2007
and Payment) and 14 (Nonpayment of Bills in Full When Due) herein Western shall pay bills issued by the
Contractor for services provided as soon as the necessary vouchers can be prepared which shall normally be within
twenty(20)days
37 7 ransfer of Interest in Contract or Change in Preference Status.
371 No voluntary transfer of the contract or of the lights Of the Contractor under the contract shall
be made without the prior written approval of the Administrator of Western Any voluntary transfia of the contract
or of the rights of the Contractor under the contract made without the prior written approval of the Administator
of Western may result in the termination of the conuact;Provided, That the written approval of the Administrator
shall not be unreasonably withheld;Provided further,That if the Contractor operate.%a project financed in whole or
in part by the Rural Utilities Service,the Contractor may transfer or assign its interest in the contract to the Rural
Utilities Service or any other departrnent of agency of the Federal Government without such prior written
approval;Provided further, That any successor to or assignee of the rights of the Contractor,whether by voluntary
transfer,judicial sale, foreclosure sale, or otherwise, shall be subject to all the provisions and conditions of the
contract to the same extent as though such successor or assignee were the original Contractor under the conuact;
and, Provided further, That the execution of a mortgage or oust deed, or judicial m foeclosure sales made
thereunder,shall not be deemed voluntary transfers within the meaning of this Provision
372 The Contractor shall maintain its status as an entity eligible for preference in Western's sale
of Fedeal power pursuant to Reclamation law,as amended and supplemented
373 Western shall give the Contractor written notice of Western's proposed determination that the
Conuactor has violated Provision 37 1 and Western's proposed action in response to the violation
37A The Contractor shall have 120 days after receipt of Weston's notice provided under
Provision 37 3 to submit a written response to Western The Contractor may also make an orut pTmenurtion to the .
Administrator during this 120-day period
375 At any time during this process, the Contractor and Western may agree upon corrective
action to resolve Western's proposed determination that the Contractor is in violation of Provision.37 1
376 Within 30 days of receipt of the Contractor's written response provided under Provision 374,
Western will notify the Contractor in writing of its final decision The Administrator's written notice will include
the intended action, the effective date thereof,and the reasons for taking the intended action Implementation of
the Administrator's action shall take place no oadfor than 60 days from the Contractor's receipt of such notice
377 Any successor to Western shall be subject to all the provisions and conditions of the contract i
to the same extent as though such successor woe an original signatory to the contract..
378 Nothing in this Provision shall preclude any right to judicial review available to the
Contractor under Federal law !
ll
Effective September I,2007
38 Choice QfLaw and Forum.
Federal law shall control the obligations and procedures established by this contract and the
performance and enforcement thereof. The forum for litigation arising from this contract shall exclusively be
a Federal court of the United States,unless tho parties agree to pursue altmirative dispute resolution.
39, Waivers. -
Any waivers at any time by either party to the contract of its rights with respect to a default or any
other matter arising under or in connection with the contract shall not be deemed a waiver with respect to any
subsequent default or matter.
40. Notices.
Any notice, demand, Or request specifically required by the contract or these Provisions to be in
writing shall be considered properly given when deliveted in person or sent by postage prepaid registered or
certified mail,commercial delivery service,facsimile, electronic, prepaid telegram, or by other means with prior
ageenrent of the parties, to each party's authorized representative at the principal offices of the party The
designation of the person to be notified may be changed at any time by similar notice Where facsimile or
electronic means arc utilized for any communication coveted by this Provision, the sending party shall keep a
contemporaneous record of such communications and shall verify receipt by the other party.
41 Contingent Upon Anorumiatiom and Authorization.
41 1 When activities provided for in the contract extend beyond the current fiscal year,continued
expmrlilures by the United States arc contingent upon Congress making the necessary appropriations required for
the continued performance of the United States' obligations under the contract In case such appropriation is not
made,the Contractor hereby releases the United States from its contractual obligations and front all liability due to
the failure of Congress to make such appropriation
i
412 In order to receive and expend funds advanced from the Contractor necessary for the
continued performance of'the obligations of the United States under the contract,additional authorization may be
required In case such authorization is not received, the Contractor hereby releases the United States fiom those
contractual obligations and from all liability due to the lack of such authorization
42 COyeilFutt Against Contingent Fees.
The Contractor warrants that no person or selling agency has been employed or retained to solicit or
secure the contract upon an agreement or understanding for a commission, percentage,brokerage, or contingent
fee, excepting bona fide employees or bona fide established commercial or selling agencies maintained by the
Contractor far the purpose of securing business. For breach or violation of Ibis warranty, Western shall have the
right to annul the contract without liability or in its discretion to deduct from the contract price or consideration the
full amount of such commission,percentage,brokerage,or contingent fee
12
Effective September 1,2007
43 Contract Work Hours and Safety Standards.
the contract, to the extent that it is of a character specified in Section 103 of the Contact Woik
Moms and Safety Standards Act(Act),40 U S C. §3701,as amended or supplemented,is subject to the provisions
of the Act,40 U S.C. §§3701-3708,as amended or supplemented,and to regulations promulgated by the Secretary
of Labor pursuant to the Act
44. Equal Opportunity Em 1rIoovrnent practices.
Section 202 of Executive Order No 11246, 30 Fed. Reg. 12319 (1965), as amended by Executive
Order No_ 12086,43 Fed.Reg.46501 (1978), as amended or supplemented,which provides,among other things,
that the Contractor will not discriminate against any employee or applicant f'or employment because of race,color,
religion, sex, or national origin, is incorporated herein by reference the same as if the specific language had been
written into the contract, except that Indian Tribes and tribal organizations may apply Indian preference to the
extent permitted by Federal law
45 Use of Convict Labor'.
The Contractor agrees not to employ any person undergoing sentence of imprisonment in performing
the contract except as provided by 18 U S.C. § 3622(c), as amended or supplemented, and Executive Order No
11755,39 Fed,Reg 779(1973),as amended or supplemented.
i
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13
Attachment B
Ownership,License,and Facilities Cost and Maintenance Responsibility
I.Real Property Ownership of Existing and Future Joint Use Substations.
Background--
Fort Collins and Platte River do now or will jointly use all of the below-referenced substations regardless
of ownership in order to provide electric service to Fort Collins custom Fs. Joint use is defined as use by
both Platte River and Fort Collins where both entities have trans and/or distribution facilities on a
particular substation site. The substations under joint use as in this Appendix are generally
referred to as"Joint Use Substations." In each substation b Collins,Fort Collins has
installed or will install distribution facilities and other fated equip' _,and Platte River has installed
or will install transmission facilities and other asso quipment neces },to provide electric service
to Fort Collins customers. In the Dixon Creek su on,Fort Collins has installed or will install
d�z,
distribution facilities and other associated equipment ssary to provide electri6acirvice to Fort Collins
customers. The Overland Trail substation is presently,we y be reactivate&. .
A. On the date of this agreement,Fort s the real pt`tfpttrty that contains the following Joint
Use Substations: N'
• Harmony(located ne the intersect, f H ' oad andl*l berline)
• Linden Tech(t a intersec of C ape arW-Linden Center Drive)
• Drake(locate the int lion of D� „" and L Avenue)
• Richazd Lake(1 d west o heuser B facility)
• Overland Trail(loc J,e tt}#ersect,on verland Trail and Mulberry)
• T� (local heegtaon o imberline Road and Prospect Road)
• er(local the, ctton of C e$p Avenue and Trilby Road)
These sub Ts as well as a�ture AbtXse Substations located on real property owned by Fort
Collins will beeped to hereatas Fort 'titlins Sites."
B. On the date of thieement to River owns the real property that contains the Dixon Creek Joint
rzu
Use Substation which is, &tednl the intersection of Overland Trail and Drake Road.
This substation as well as any future Joint Use Substation located on real property owned by Platte River
will be referred to hereafter as"Platte River Sites."
C. If service expansions or changes in system configuration require the development of one or more Joint
Use Substation locations or the elimination of any existing Joint Use Substation locations,the terms and
conditions of such expansion or elimination of a Joint Use Substation as agreed to by the parties must be
documented in a written addendum to this Agreement.
1
II. Licensed Facilities.
A. In the Transmission Facilities Agreement dated February 22, 1980, Fort Collins gave Platte River
license to enter and utilize multiple transmission and substation facilities. That agreement is terminated
pursuant to Article 12(b)as of the date of the Amended Contract for the Supply of Electric Power and
Energy. In lieu of the Transmission Facilities Agreement,at each Joint Use Substation the owner of the
real property licenses the property necessary for the placement of the fixtures necessary to provide service
to Fort Collins,referred to herein as"Licensed Facilities", as well as all necessary rights of access, subject
to the terms of any easements encumbering said property,through the term of this Agreement unless such
fixture is permanently removed from service or replaced prior to termination. The party that does not
own the real property in a given substation shall have the right to t"e Licensed Facilities in whatever
manner the parties shall determine to be the most effective to As obligations under this Agreement
and the local needs of Fort Collins and to make whatever m atib improvements,repairs and
replacements the parties shall determine to be necessaiprovide reliervice. Neither party shall
permit any lien or encumbrance to attach to the LicahoiF acilities and the"1'ibepsed party shall vacate the
. M y
Licensed Facilities as soon as reasonably possible' fe termination of this Agt' ment. If any
arrangements different from those set forth herein ar wired for any Joint Use Si315station, the special
requirements will be documented in an addendum to thrireent;
B. In addition to the license for use of f � iJse Substattotksfort Collins hereby licenses Platte River
the following transmission facilities,also feritidas"Licensed facilities",owned by Fort Collins
through the term of this Agreement unless s" trans` ,ion facility"ispermanently removed from service
or replaced prior to terminath "
1. 115kv fission Yttl Itat runs fi tx iifon Creek Substation to Drake Substation.
2. 115kv transtt §iQn light runs frommberline Park Substation to Drake Substation.
Platte Rive„ � rhate lohk rov4ents,repairs and replacements it shall deem
yi
necess these Lic cihtie5deisc abed in Seefkon II.B. in order to provide reliable service to Fort
Collins ram`. ,
C. Any writt ice from Fort ins to e River requesting additional capacity at an existing point
of delivery or the Mablishment of ew point of delivery shall be license to Platte River for its facilities
to occupy the real pro y of Fort 31lins in a Joint Use Substation during the period in which that point
of delivery is used by PIAMivep Y the delivery of power and energy. Also,the facilities contained in a
new Joint Use Substation vAMbe Licensed Facilities in the manner described in and consistent with the
terms of this Appendix B.
III. Substation Cost and Maintenance Responsibility.
The following describes the substation cost and maintenance responsibilities for Fort Collins and Platte
River in Joint Use Substations. The following description of the parties' responsibilities will also apply
to any future substations that may be constructed by Fort Collins and become Joint Use Substations. If
arrangements different from those set forth herein are required for any Joint Use Substation, the special
requirements will be documented in an addendum to this Agreement and attached hereto.
2
The real property owner of a particular Joint Use Substation site will install,maintain,and be
responsible for the following:
• The substation site with sufficient space for both the Fort Collins and Platte River
equipment
• Grading and surfacing within the fenced area
• Access right-of-way and roads
• Perimeter substation fence
• Landscaping and maintenance of any areas outside the fenced area
• Substation yard lighting
• Substation yard below grade grounding system, ,.
Fort Collins will furnish own, and maintain at ktd expense the fallnr!o�ing items in any Joint Use
Substation:
• The 230 or 115kV/13.8kV transforhiet.,switchgear,feeder circuits, associated
foundations and oil containment structures,ductJaants,conduits, and;all cabling,relays,
SCADA,and controls ft'qUired to operate such distribution equipment
• All foundations require '` Fort Collins e44"ent listed above
• The Fort Collins switchgeii6-TcouffktIbuilding
• The DC power supply systeri# nd asses equipmi ht for 15KV distribution facilities
• Substati electri" ice RPA ye vice entrance equipment
• One cost electrontf su bn se I deemed by both parties to be
approp Ifor the In of the sutation
Platte CF will furniSp tt[3intain at its expense the following items in any Joint Use
v
+ All transmA�equipto t required at the appropriate voltage class to deliver electric
capacity and e�to Fo*' Pollins's facilities including the transmission line transition
ctures,break€rs,switchesydSUs system,relays, meters and associated controls required
is rate such tra6�epission equipment
• Alltrons re
t*ed for the Platte River equipment listed above
• The Platfvet sdiatrol building
• The DC po t ippI system and associated equipment for 115/203KV transmission
facilities
• PRPA control building service entrance equipment
• Communication connections for use by both Fort Collins and Platte River
• A remote terminal unit(RTU), for shared use to transmit substation information to both
Fort Collins and Platte River when required
• One half the cost of any electronic substation security deemed by both parties to be
appropriate for the location of the substation
• Weed control
3
Renewal of the � rgani � CantraGt
and Power Supply Agreement
Fort Collins City Council Work Session
October 28 , 2008
1
Background
Prior to 1975 the municipalities of Estes Park ,
Fort Collins , Longmont and Loveland each
operated separate electric systems . Each
was dependent upon the federal government
for wholesale power and transmission service .
ATTACHMENT 3
In the early 1960s federal government
announced limits on hydropower as a future
resource .
Background
Municipalities worked with legislators to enact
C . R . S . 29 - 1 -204 in 1974 . This statute allows
municipalities to contract to form a joint action
agency to provide generation and transmission
resources .
Such joint action agency is a separate political
subdivision with authorities as specified by
statute .
3
Background
In 1975 the four municipalities entered a
contract to form the Platte River Power
Authority .
This agreement is referred to as the Organic
Contract .
The Organic Contract was amended and
restated in 1980 and again in 1998 .
4
Background
Under C . R . S . 29- 1 -204 and the Organic
Contract , Platte River has the authority to
issue revenue bonds .
Such bonds are the obligations of Platte River
and not debts of the owner municipalities .
5
Background
To provide security for Platte River bonds ,
Platte River entered into power supply
contracts with each of the four municipalities .
These agreements were also revised and
extended in 1980 and 1998 .
These power supply agreements are "all
requirements" in nature .
6
Background
Both Organic Contract and power supply
agreements date from the inception of Platte
River and have a singular purpose — to
enable Platte River to provide wholesale
power to the municipalities .
l
Background
In combination , these agreements provide the
legal and financial foundations of Platte River.
For purposes of public finance it is important to
have the terms of these agreements extend
beyond life of bond issuances , meaning that
terms should extend 30 + years into the future .
8
Renewal Process to Date
To ensure that the fundamental contracts span
the future period of bonded indebtedness ,
contracts are routinely reviewed , revised and
extended , most recently on ten year cycle .
Last renewal cycle was completed in 1998 .
Numerous " updating " changes and some
substantive modifications were suggested and
are contained in proposed agreements .
9
Organic Contract
Extend term of the Organic Contract through
2050 .
No change to basic governance or relationship
between four owner municipalities .
10
Power Supply Agreement
De Minimis generation and net metering
exceptions to the all - requirements obligation .
Integration of relevant concepts from pre-
existing Facilities Agreement .
Extension through 2050 .
11
De Minimis Generation
Power Supply Agreements as presently exist ,
and past iterations , do not allow new municipal
generation .
This prohibition was a protection for
bondholders .
12
De Minimis Generation
Draft allows new municipal generation up to
one percent of peak .
For Fort Collins this will allow about 3 MW of
locally sited generation owned by the City .
13
Termination of Facilities
Agreement
When Platte River began to construct
transmission interconnections it made sense
for Platte River to take over operation and
maintenance of pre-existing municipal
transmission facilities .
This was accomplished through a series of
Facilities Agreements dating from 1980 .
14
Termination of Facilities
Agreement
Termination date of 2014 and not routinely
renewed as with other agreements — in part
because these lost importance as Platte River
built out transmission system .
Provisions that remain relevant incorporated
within Power Supply Agreement .
15
Thank You
16