HomeMy WebLinkAboutCOUNCIL - AGENDA ITEM - 04/06/2010 - ITEMS RELATING TO THE PLATTE RIVER POWER AUTHORITY DATE: April 6, 2010 k SUMMARYAGENDA ITEM
STAFF: Brian Janonis FORT COLLINS CITY COUNCIL
Steve Catanach
Items Relating to the Platte River Power Authority Contracts.
A. First Reading of Ordinance No.044,2010,Authorizing an Amended and Restated Organic Contract for Platte
River Power Authority.
B. First Reading of Ordinance No. 045,2010,Authorizing an Amended and Restated Contract with Platte River
Power Authority For the Supply of Electric Power and Energy.
EXECUTIVE SUMMARY
The staff of Platte River and the Municipalities initiated an effort to revise and extend the Organic Contract and the
power supply agreements between Platte River and the Municipalities in late 2007. The goals of this process included:
(1) extending the term of the Organic Contract and the power supply agreements through 2050; (2) the elimination
of the Facilities Agreements between Platte River and each of the Municipalities and the incorporation of the relevant
provisions into the new power supply agreements;(3)the creation of a limited exception to the all-requirements nature
of the power supply agreements so that the Municipalities could pursue local renewable energy generation options;
and (4) general editorial updating.
The original additions suggested by staff and ultimately approved by Council in March 2009, were to ensure that an
environmental focus was clearly stated within the Agreements. The proposed revisions remove redundant statements
while providing a clear and direct statement stating the purpose of Platte River is to provide power in an
environmentally responsible manner.
Adoption of the Energy Supply Agreement,specifically the addition that allows the municipalities to own and install their
own generation up to one percent of peak demand, will allow Utilities to proceed, without the added complication of
entering into a buy-sell agreement with Platte River with several projects. The projects include the installation of solar
panels on the Atzlan Center,the City's commitment to the FortZED—RDSI project and potential solar for the Mulberry
wastewater treatment facility. The change also provides the Utilities with the freedom to consider other projects as
opportunities arise.
BACKGROUND / DISCUSSION
Estes Park and Longmont approved the updated agreements during July and September of 2008.
Fort Collins held a work session on the updated agreements during October of 2008, which led to the inclusion of
additional language addressing Platte River's environmental commitment. The updated agreements with language
added by Fort Collins were approved for execution by the Fort Collins Council during March of 2009.
The Loveland Utility Commission expressed concerns about ambiguity in the language added by Fort Collins and
recommended approval of the updated agreements in the form previously approved by Estes Park and Longmont.
Loveland approved the updated agreements without the Fort Collins revisions during June of 2009.
During a December8,2009 Work Session,Council indicated that the language that had most recently been suggested
for the organic and power supply contracts might be further simplified. Alternative language was suggested and the
City Attorney's office was asked to work with PRPA staff to make the proposed revisions prior to the Platte River Board
meeting on December 10, 2009, so the Mayor could get feedback from Longmont, Loveland and Estes Park.
After the direction from the December work session indicating that simplified language would be acceptable, the
Loveland Utilities Commission proposed revisions. These revisions eliminated some of the environmental language
proposed by Fort Collins, but preserved the central concept that the power provided by Platte River must be reliable,
April 6, 2010 -2- ITEM 22
cost-effective and environmentally responsible in the Purposes section of the Organic Contract. The Loveland Utilities
Commission also accepted the language that requires Platte River to meet to discuss additional generation, if the one
percent threshold is met, as well as the net metering language added by Fort Collins.
During the February 2010 Platte River Board of Directors meeting, the language was reviewed and the proposed
changes were found acceptable by the Utility Directors of the four member municipalities. The Directors view the intent
of the proposed revisions to be the removal of redundant statements from the Agreements and not a desire to
eliminate the concerns expressed by the Fort Collins City Council from the contracts. Repeated references to the
goal of "providing reliable cost effective and environmentally responsible" service to the municipalities have been
removed from several sections. The stated objectives remain in the Section 2.1 — Purposes, subsection (i) which
states:
2.1 PURPOSES
The purpose of the Authority is to conduct its business and affairs for the benefit of the Municipalities and their
inhabitants:
(i) to provide the electric power and energy requirements of the Municipalities and the retail customers
within the Municipalities in a reliable, cost-effective, and environmentally responsible manner;
Other suggested changes include removal of two references to demand side resources as part of the provision of
service from Platte River. Platte River's focus has moved from one of demand reduction to energy conservation and
efficiency. Conservation and efficiency more directly address carbon reduction than demand response programs.
It is City staffs understanding that Utilities staff of Loveland,Longmont and Estes Park will be recommending approval
of the Updated Organic Contract to their respective governing bodies. In order to allow time for action by the other
municipalities prior to final approval by Fort Collins, Second Reading of the Ordinances is scheduled for May 4,2010.
SUSTAINABILITY: ECONOMIC, ENVIRONMENTAL AND SOCIAL IMPACTS
The revision to the Energy Supply Agreement allows each of the four member municipalities to install and own
generation resources up to 1% of peak load. This provides an opportunity for the development of local City-owned
renewable resources. One percent of the City of Fort Collins peak load is approximately three megawatts of
generation that the City could develop for its own use. Adoption of the Agreements will simplify projects the City has
been considering, such as the installation of a solar array on the Aztlan Center, a solar array to feed the Mulberry
wastewater treatment facility and support of the FortZED—Renewable Distributed System Integration project.
STAFF RECOMMENDATION
Staff recommends adoption of the Ordinances on First Reading.
BOARD / COMMISSION RECOMMENDATION
At its March 10, 2010 meeting, the Electric Board unanimously recommended that City Council accept the Organic
Contract wording as shown in the document and Power Supply Agreement.
PUBLIC OUTREACH
The following timeline summarizes steps that the Contract and Agreement were taken through with the Electric Board,
the Fort Collins City Council and councils of the other partner cities.
April 6 2010 -3- ITEM 22
Summer 2008: Fort Collins Electric Board recommended approval of the Contract and Agreement.
October 2008: The Contract and Agreement were brought to Fort Collins Council work session. Prior to this
work session, both Estes Park and Longmont had approved the agreement as written. Then,
Fort Collins Council asked that additional language be incorporated regarding environmental
responsibility.
March 2009: New drafts were created to incorporate the requested language and brought back to Fort
Collins Council, where both documents were approved with the preferred environmental
language.
Following March 2009: Two cities had previously approved a different version of the Contract and Agreement. The
City of Loveland expressed concern about the added language,so the Loveland City Council
approved the two agreements in the prlor form approved by the cities of Estes Park and
Longmont.
December2009: Another Fort Collins Council work session yielded some modified language written to address
some of the redundancies.
February 2010: The Loveland Utility Commission proposed revisions to the language informally modified by
Fort Collins.
March 2010: The Fort Collins Electric Board voted unanimously to recommend that the Fort Collins City
Council accept the Contract and Agreement in the forms as modified by the Loveland Utility
Commission.
April 6, 2010: These versions are considered on First Reading by the Fort Collins City Council.
May 4, 2010: The Ordinances are considered on Second Reading by the Fort Collins City Council.
ATTACHMENTS
1. Electric Board minutes, March 10, 2010.
2. Updated Organic Contract showing changes from the Existing Organic Contract.
3. Updated Power Supply Contract showing changes from the Existing Power Supply Contract.
4. Powerpoint presentation
ATTACHMENT 1
BOARD OR COMMISSION RECOMMENDATION
Excerpt from Unapproved Electric Board Minutes, March 10, 2010
Platte River Power Authority Organic Contract and Power Supply Agreement
Board Members Barnish and Harris recused themselves from the discussion due to a
potential conflict of interest as employees of Platte River Power Authority (Platte River).
Utilities Executive Director Brian Janonis introduced Joe Wilson, Platte River General
Counsel. Mr. Wilson reviewed the latest revisions to the language, which may bring the
four partner cities into agreement on approving the Organic Contract(Contract) and
Power Supply Agreement (Agreement).
Mr. Wilson noted Platte River's intention to extend the current term date on the Contract
from 2040 to 2050 for the primary purpose of public bond issues, which encompass a
thirty year term. The Contract originated in 1975, and it also needs a language update at
this time to more accurately reflect current business practices.
The Power Supply Agreement is being updated for three reasons:
1) It is an all requirements agreement, and Platte River wants to change the terms to
allow the four partners to create their own resources up to 1 percent of load;
2) Platte River wants to incorporate relevant provisions from the facilities agreement
(transmission
facilities from the late 1970s and early 1980s originally owned by the cities); and
3) Platte River wants to recognize the contractual terms under which power is
purchased from Western Area Power Administration (WAPA).
Mr. Wilson reviewed the timeline of events when the Contract and Agreement were taken
through various steps with this board, the Fort Collins City Council and councils of the
other partner cities.
Summer 2008: Fort Collins Electric Board approved the Contract and Agreement.
October 2008: The Contract and Agreement were brought to Fort Collins Council
work session. Prior to this work session, both Estes Park and
Longmont had approved the agreement as written when
recommended by this board. Then, Fort Collins Council asked
that additional language be incorporated regarding environmental
responsibility.
March 2009: New drafts were created to incorporate the requested language and
brought back to Fort Collins Council, where both documents were
approved with the preferred environmental language.
Following March 2009: Two cities had previously approved a different version of
the Contract and Agreement. The City of Loveland expressed
concern about the added language, so the Loveland City Council
approved the two agreements in the prior form approved by
the cities of Estes Park and Longmont.
1
ATTACHMENT 1
December 2009: Another Fort Collins Council work session yielded some
modified language written to address some of the redundancies.
February 2010: The Loveland Utilities Commission proposed revisions to the
language modified by Fort Collins.
April 6, 2010: These versions go before Fort Collins City Council.
Estes Park and Longmont councils have not met formally on this revision. However,
their Platte River board representatives give indications that they don't anticipate any
issues with this version.
Mr. Wilson reviewed the language changes in the Contract and the Agreement with the
board.
Are there significant operational impacts with these wording changes?
This question was raised by Electric Board Member Graham of Jenny Lopez-Filkins,
Assistant City Attorney, who responded that the differences between the language drafted
after the Fort Collins December 2009 work session and the revisions suggested by the
Loveland Utility Commission are not legally significant and said that questions about
significant operational impacts should be directed to Steve Catanach, Light and Power
Operations Manager. Mr. Catanach noted the contract language is definitive, but in our
relationship with Platte River through other published documents, we still anticipate these
concepts to be part of any project with Platte River. He does not believe we are losing
anything of value operationally and sees no detriment. This is a move back to the
original contract as presented to this board when it was first approved in Summer 2008,
and staff and the board were comfortable with that version of the contract. Fort Collins
will be able to self-generate. Mr. Wilson does not feel there are any policy changes
involved.
What if one of the four cities would feel they are being inadequately served and can't
change policy at Platte River with their two votes. Would they be able to sue Platte River
because they feel they are not being" environmentally responsible '?
Mr. Wilson responded that the possibility of being sued would exist for any number of
reasons. He felt that based on the environmental performance of Platte River a good
defense exists to this type of claim.
A board member added his perspective as to why Fort Collins felt it was important to add
this language. We want to insure Platte River enables our values, and there is no
intention to force our values on the other partner cities. The community dialogue may be
missing an important aspect—the successful history of great things Platte River has been
doing for Fort Collins and how it tunes its products toward the values of the communities
it serves.
2
ATTACHMENT 1
Board Member Graham moved the Electric Board recommend that City Council
accept the Organic Contract wording as shown in the document and Power
Supply Agreement as written. Vice Chairperson Yurash seconded the motion.
Vote on the motion: It passed unanimously.
3
ATTACHMENT 2
PLATTE RIVER POWER
AUTHORITY
ORGANIC CONTRACT
TABLE OF CONTENTS
1.0 EFFECTIVE DATE...............................................................................................................3
2.0 ESTABLISHMENT OF PLATIE RIVER POWER AUTHORITY ................................................3
2.1 PURPOSES.................................................................................................................3
2.2 FUNCTIONS,SERVICES,OR FACILITIES ...................................................................5
2.3 BOARD OF DIRECTORS..............................................................................................6
2.4 OFFICERS................................................................................................................12
2.5 INDEMNIFICATION OF:OFFICERS AND DIRLCTORS ...............................................15
2.6 TERM OF CONTRACT..............................................................................................15
2.7 ASSEI'S AND PROPERTIES.......................................................................................16
2.8 DISTRIBUTION OF ASSETS UPON TERMINATION ...................................................16
2.9 SEAL.......................................................................................................................16
2.10 CONIRACTS...........................................................................................................17
2.11 CHECKS, DRAFTS,AND OTHER FINANCIAL DOCUMENTS....................................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 THAT OF MUNICIPALITIES............................................................................21
7.0 FILING OF CONTRACT.....................................................................................................21
8.0 NOTICES..........................................................................................................................21
9.0 SEVERABILITI...................................................................................................................22
10.0 DUPLICATE ORIGINALS..................................................................................................2_2
i
AMENDED AND RESTATED ORGANIC CONTRACT ESTABLISHING PLATTE RIVER
POWER AUTHORITY AS A SEPARATE GOVERNMENTAL ENTITY
THIS CONTRACT, originally made and entered into as of June 17, 1975, and amended
February 14, 1977, and July 27, 1978, and amended and restated the 31st day of March 1980, and
the 1,1 day of Juk., 1998, and as further amended and restated on this 4-4 day of'.
2010, by the parties to this Contract which are: TOWN OF ESTES PARK, COLORADO, a
municipal corporation of the State of Colorado ("Estes Park"), CITY OF QT2 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
al
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. (197-) §29-1-204, as then enacted,-toe Platte River Power Authority (the "Authority"),
as a separate governmental entity and successor to a non--pfofitnon prof it 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 now wish to ont +,4contracted with one
another to establish, pursuant to the provisions of C.R.S. Seelig§ 29-1-203, the Authority as a
separate legal entity and multi-purpose intergovernmental authority to provide designated
functions, services, or facilities(i)lawfully authorized to any combination of two or more of the
Municipalitiesand: (ii) whie provided that such function, service, or facility constitutes an
"enterprise" as defined in Sectie ubsection 2(d) of Article X, Section 20 of the Colorado
Constitution; and
WHEREAS, N. , . iyent of yhel sal, - pet+6eni creased complexity and +13e
anticipation of -et&-' wheeling and Eemp titionrisk in the electric utility industry have created
the need to (4-enhance utility image and customer loyalty '�b
A,.a.,._:t", to sell # _,t-:I ,1 ..t_: i ether sefviees, a- , the Municipalities wish to clarify that
the Organic Contract authorizes the Authority to engage in a broad range of ;"!elate
services which are incidental to or supportive of the Municipalities' continued ability to provide
electric servio;power and energy services to their customers on a competitive basis anti to
engage iR retail sales of electfic paw-er-anti ri. ;
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:
Organic Contract Amended and Restated 3/31/2010
Page 1 of 23
1.0 EFFECTIVE DATE:
This Contract, as hereby amended and restated, shall become effective when it
has been duly executed �Rd ' ,'P A o. l •" 4bc all of the Municipalities.
2.0 ESTABLISHMENT OF PLATTE RIVER POWER AUTHORITY:
As of June 17, 1975, the Municipalities est^«established a separate
governmental entity, to be known as Platte River Power Authority-+4e
" ^ 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 establisestablished the Authority as a
separate governmental entity and multi-purpose intergovernmental authority to
provide additional designated functions, services, or facilities (i)—lawfully
authorized to any combination of two or more of the Municipalities and Eii3
,E, provided that such function, service, or facilities constitutes an
"enterprise" as defined in Seetio 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>{A-)
(i) to provide the electric power and energy requirements of the
Municipalities and the retail customers within the Municipalities
{$�- in a reliable, cost-effective, and environmentally responsible
manner;
(ii) to engage in business activities related to the provision of electric
power and energy services which the Board determines are likely
to enhance the competitive position of the Authority or the
Municipalities;; ands)
Organic Contract Amended and Restated 3/31/2010
Page 2 of 23
(iii) to provide any additional designated function, service, or facility
Fi-lawfully authorized to any combination of two or more of the
Municipalities anJ ' i ! I ... 1,�. d that
these constitute an "enterprise" as defined in 4iensubsection
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 (Qii) of the previous sentence only upon
receipt by each Municipality which is designating the function, service, or
facility to also be performed by the Authority of (a) a resolution adopted
by unanimous vote of the Board of Directors of the Authority designating
the function,service,or facility as a purpose to also be jointly exercised by
the designating Municipalities through the Authority and (b) opinions of
counsel to each Municipality which is designating the function, service,or
facility to also be pi-eiof me dperformed by the Authority setting forth the
extent to which the designated function, service, or facility is lawfully
authorized by such designating Municipality; and (c) an opinion of the
Authority's bond counsel to the effect that the designated function,
service, or facility constitutes an "enterprise" as defined in
SectiRnsubsection 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 (i) lawfully
the e i t Ali"
(ii) . .hi h - nrliti.4 s a e..to FFrise r s define-4 iR !;eetian 2(d) of n Rime
X, gectk3n 20 of dhe C,43F-1-4- C-;ns9hition has been designated
pufsuant to the la.,4sentpnee _.1 befee by:means of
Organic Contract Amended and Restated 3/31/2010
Page 3 of 23
(i) acquiring, constructing, owning, reconstructing, improving,
rehabilitating, repairing, operating and maintaining electric
generating plants, transmission systems and related facilities, or
interests therein, for the purpose of producing, transmitting and
delivering to the Municipalities,electric power and energy to the
extent of their requirements;, including renewable energy
requirements;
(ii) Purea apurchasing electric power and energy from electric
utilities and other producers of energy, as required to supply the
Municipalities and perform its other obligations;
(iii) selling at wholesale to the Municipalities all of the electric
power and energy produced or purchased by the Authority which
the Municipalities require;
(iv) Se44igselling, exchanging and otherwise disposing of, under the
most economically advantageous terms and conditions obtainable,
any and gall-surplus power and energy or transmission capacity
which the Authority owns,produces or purchases;
(v) seveleAngdeveloping 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) AEqt4ingdevvloping products and services to improve the
efficiency of generation, transmission and use of electrical energy;
Organic Contract Amended and Restated 3/31/2010
Page 4 of 23
24
(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) Pevelapingdeveloping 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.
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) M2�±ff
(i) MAYORS
Organic Contract Amended and Restated 3/31/2010
Page 5 of 23
11
2.4
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 fRa#es
LhetRmake that person particularly qualified to serve as
tl�,ea Director of an electric utility.
2.3.3 TERM:
The term of office of the Directors of the Authority shall be as
follows:
(i) MavarT:
(i) b1AYOR5
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
Organic Contract Amended and Restated 3/31/2010
Page 6 of 23
The term of the Appointed Director for Estes Park shall
expire on December 31, 44,1 +2011, the term of the
Appointed Director for Fort Collins shall expire on
December 31, ' 2012, the term of the Appointed
Director for Longmont shall expire on December 31,
'c�2010, and the term of the Appointed Director for
Loveland shall expire on December 31, 1 W1-2013. 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 an i • ^H' th,
2.3.4 REMOVAL:
Any Director appointed by the governing board of a Municipality
may be removed at any time by such govenung board, with or
without cause. A Mayor will be automatically removed as a
Director d fro upon vacating the office of Mayor, and a
member of the Municipality's governing board designated to
serve in place of a Mayor may be removed at any time by the
Mayor,with or without cause.
2.3.5 VACANCIES
A vacancy occurring in the directorship of an Appointed Director,
whether such vacancy be the result of resignation, death, removal
or disability, shall be filled by the appointment of a successor
Appointed Director by the governing body of the Municipality
which appointed the Director whose office has become vacant. In
the case of a vacancy in the directorship of a Mayor or his
designee from any Municipality, the vacancy shall be filled by the
new Mayor or the Mayor's designation of some other member of
the governing board of that Municipality.
Organic Contract Amended and Restated 3/31/2010
Paste 7 of 23
z
2.3.6 COMPENSATION:
Directors shall not receive compensation for their services, but the
Board c+l—Directors may, bv resa4utiaa,pFov rom
r-ifRbUrS ,m.,.1# tH r,;.,,.-.,,_.. .,4 he reimbursed their actual
expenses for attendance at meetings of the Board of Directors and
for expenses otherwise incurred on behalf of the Authority.
2.3.7 ANNUAL MEETINGS:
An annual meeting of the Board of Directors shall be held within
the first 120 days in each year at such place in Fort Collins,
Colorado, as shall 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.
legal_al holiday, the .al meeting sh.il 1. e h ..held n the ex
Failure to hold the annual meeting at a
designated time, or failure to hold the annual meeting in any year,
shall not cause a forfeiture or dissolution or otherwise affect the
Authority.
2.3.8 REGULAR MEETINGS: 04+ near_+ ..f Directors may ffem 6me to
4 all Dire-. ._ for the time and „lace f,_ the h..i +�..g ,.f any
resolution, exeept in the case of consent, when "N,. . sh.311 be
The Board of Directors mad• 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.
Organic Contract Amended and Restated 3/31/2010
Page 8 of 23
2.3.9 SPECIAL MEETINGS
Special meetings of the Board of Directors may be called by the
Chairman or any Director and it shall thereupon be the duty of the
Secretary to cause notice of such meeting to be given as
hereinafter provided. Special meetings of the Board of Directors
shall be held at such time and place within the State of Colorado
as shall be fixed by the Chairman or the Director calling the
meeting.
2.3.10 NOTICE OF MEETINGS
Written notice of the annual or of any special meeting of the Board
of Directors shall be delivered to each Director not less than seven
(7), nor more than thirty-five (35), days before the date fixed for
such meeting, either personally or by mail, by or at the direction
of the Secretary, or, upon his/her default, by the person calling
the meeting. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail addressed to
the Director at his/her address as it appears on the records of the
Authority,with postage thereon prepaid.
2.3.11 WAIVER OF NOTICE,
Whenever any notice is required to be given to any Director of the
Authority under the provisions of the law or this Contract, a
waiver thereof in writing signed by such Director, whether before
or after the time stated therein, shall be equivalent to the giving of
such notice. 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.
Organic Contract Amended and Restated 3/31/2010
Nge9of23
23
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 4..... tiM • ` • Fiffle; and, provided further, that the
Secretary shall notify any absent Directors of the time and place of
such adjourned meeting. The act of a majority of the Directors
present at a meeting at which a quorum is present shall be the act
of the Board of Directors.
2.3.13 ATTENDANCE BY TELECONFERENCE
Directors may attend and fully participate in any meeting through
electronic teleconferencing.
2.3.14 VOTE IN CASE OF A-DEADLOCK:
In the event the Board of Directors, at a meeting at which a
quorum is present, is deadlocked and unable to obtain a majority
vote of the Directors present concerning a matter being considered
for action, any Director may require a "Weighted Vote." A
"Weighted Vote" shall then be taken with each Director's vote
being given one half the proportion which:
(i) the dollar amount of electric power and energy purchased
from the Authority during the twelve-month period
ending with the close of the billing period for the month
two months prior to the month of the deadlocked meeting
and paid for by the Municipality appointing such Director
bears to;
Dears to
Organic Contract Amended and Restated 3/31/2010
Page 10 of 23
23
(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: 'rhe duties of th , n..,_J Rf n:_,. sha]4 be!
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 4, C.R.S. (1
(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 actsaccoun tan ts to examine, at least
annually, the financial records and accounts of the
Authority and to report thereupon to the Board of
Directors.
(v) To keep minutes of its proceedings.
Organic Contract Amended and Restated 3/31/2010
Page 11 of 23
2.4 OFFICERS:
The officers of the Authority shall be a Chairman, Vice Chairman,
Secretary, Treasurer, General Manager and such other officers and
assistant officers as may be authorized by the Board of Directors ffeJffl
., to tifneto perform such duties as may be approvedassigned 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 t t ;: annual meeting
of the Board of Directors and until their successors are elected and
qualified. If the election of officers shall not be held at such
meeting, such election shall be held as soon thereafter as may be
convenient. Vacancies or new offices may be filled at any meeting
of the Board of Directors.
2.4.2 REMOVAL.
Any officer or agent elected or appointed by the Board of
Directors may be removed by the Board of Directors, with or
without cause, whenever in its judgment the best interests of the
Authority will be served thereby.
2.4.3 DUTIES OF OFFICE
fall
CjiaFfma•n
Organic Contract Amended and Restated 3/31/2010
Page 12 of 23
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. 101. . _. , . . vaEaney in Lhe off:.,
Managerof GeAeFal
•f th • ^uth r4 , and shall perform such
other duties as the Board of Directors may prescribe
;erne.
(i) yire chaffs Sara
(ii) VICE CHAIRMAN
The Vice Chairman shall, in the absence of the Chairman,
or in the event of histhe 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 ffom fie to tim
(ii)
(iii)
(iv) Seer-etafy
(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
Organic Contract Amended and Restated 3/31/'_010
Page 13 of 2
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
.:._,
�r T-rrccrsvrcr••••••�••_
(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 froFR time to tifne.
(vi) Gone
(v) GENERAL MANAGER
The General Manager shall be the principal executive
officer of the Authority with full responsibility for the
planning, operations, and administrative affairs of the
Authority, and the coordination thereof, pursuant to
policies and programs approved by the Board of Directors
f-o- tifne to imL, 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.
Organic Contract Amended and Restated 3/31/2010
Page 14 of 23
za
2.4.4 BONDS OF OFFICERS-
The Treasurer and any other officer or agent of the Authority
charged with responsibility for the custody of any of its funds or
property shall give bond in such sum and with such surety as the
Board of Directors shall determine. The Board of Directors in its
discretion may also require any other officer, agent, or employee
of the Authority to give bond in such amount and with such
surety as it shall determine. The cost of such bond shall be an
expense payable by the Authority.
2.5 INDEMNIFICATION OF OFFICERS AND DIRECTORS:
Each Director and officer of the Authority, whether or not then in office,
and his/her personal representatives, shall be indemnified by the
Authority against all costs and expenses actually and necessarily incurred
by him/her in connection with the defense of any action, suit, or
proceeding in which he/she may be involved or to which he/she may be
made a party by reason of his/her being or having been such Director or
officer, except in relation to matters as to which he/she shall be finally
adjudged in such action, suit, or proceeding to be liable for gross
negligence or willful grand wanton :r 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 sc"gross
negligence or willful t4ranci wanton—aeg}i ace 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:
Organic Contract Amended and Restated 3/31/2010
Page 15 of 23
This Contract shall continue in force and effect until December 31,
21)102030, and until thereafter terminated by any Municipality following
not less than +ix (otm-ke (12) months written notice to the other
Municipalities of its intention to terminate; provided, however, that this
Contract may be amended, modified, r °,or terminated at any
time by a written document approved and executed by each and every
Municipality which is a party to this Contract; and, provided further,
however, that this Contract may not in any event be fesEinded e
terminated so long as the Authority has bonds, notes, or other obligations
outstanding, unless provision for full payment of such obligations, by
escrow or otherwise, has been made pursuant to the terms of such
obligations.
2.7 ASSETS AND PROPERTIES
All assets and properties of the Authority shall be held in trust for the
purposes herein mentioned, including the payment of the liabilities of the
Authority.
2.8 DISTRIBUTION OF ASSETS UPON TERMINATION:
In the event of the -..moo termination of this Contract and the
dissolution of the Authority, all of its assets shall immediately vest in the
Municipalities. The assets of the Authority conveyed to each
Municipality shall be that proportion which (i) the total dollar amount of
electric power and energy purchased and paid for by such Municipality,
from the Authority and its predecessor during their corporate existence,
bears to (ii) the total dollar amount of all electric power and energy
purchased and paid for by all of the Municipalities, from the Authority
and its predecessor during their corporate existence.
2.9 SEAL:
Organic Contract Amended and Restated 3/31/2010
Page 16 of 23
The corporate seal of the Authority shall be in the form of a circle and
have inscribed thereon the name of the Authority and the words
"Corporate Seal," together with such insignia, if any, as the Board of
Directors may authorize.
2.10 CONTRACTS
Except as otherwise provided by law, the Board of Directors may
authorize any officer or officers, agent or agents, to enter into any
contract, or execute and deliver any instrument in the name and on behalf
of the Authority.
2.11 CHECKS, DRAFTS, AND OTHER FINANCIAL DOCUMENTS
All checks, drafts, or other orders for payment of money and all notes,
bonds, or other evidences of indebtedness issued in the name of the
Authority shall be signed by such officer or officers, agent or agents,
employee or employees of the Authority and in such manner as shall
'-•��,e be determined by the fiscal resolution ..G�-�
ViICLTvis.
2.12 DEPOSITS-.-
All funds of the Authority shall be deposited f_ rn fifne to tifne to its
tzFedit, and . Rt to i,,.. in such band. ,. i 4nk,. Min a manner set forth
b_ the Board of Pire._4..rs may .-.4 i Giscal resolution.
2.13 FISCAL YEAR:
The fiscal year of the Authority shall be the calendar year.
2.14 PRINCIPAL PLACE OF BUSINESS
Organic Contract Amended and Restated 3/31/2010
Page 17 of 23
The principal place of business of the Authority shall be in Fort Collins,
Colorado. Aniguan.. on or 1...,,._, th. F:__t 1... ,.r r bEUa.-.- Of each
.. I witigi.., ti.:..t. (10) Jays folk..-:.,, any change the A...th,,..;t.- shall F:1.,
agent
of Peacess on the A..th n". and th a.l 1......- 4 :tom Prineiral place of
3.0 GENERAL POWERS
The general powers of the Authority shall include the following powers:
(i) ELECTRIC ENERGY:
To develop electric energy resources and rrl,,i, ;I - n i.<,,, and produce,
purchase, and transmit electric energy, in whale or in part, for the benefit
of the inhabitants of the Municipalities.
(ii) CONTRACTS
To make and enter contracts of every kind with the Municipalities, the
United States, any state or political subdivision thereof, and any
individual, firm, association, partnership, corporation or any other
organization of any kind.
(iii) AGENTS AND EMPLOYEE& To employ agenis and ,.mpl,.- ..
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
Organic Contract Amended and Restated 3/31/2010
P,ggc 18 of 23
2-4
the Municipalities, and any mine, well, pipeline, plant, structure, or other
facility for the development, production, manufacture, storage,
fabrication, or processing of fossil or nuclear fuel of any kind for use, in
whole or in major part, in any of such generating plants, and any railroad
cars, trackage, pipes, equipment, and any structures or facilities of any
kind used or useful in the transporting of fuel to any of such generating
plants, and to sell, deliver, exchange, or otherwise dispose of the power
and energy generated by said plants,and any of the waste or by-products
therefrom, and to purchase, lease, or otherwise acquire and equip,
maintain, operate, sell, assign, convey, lease, mortgage, pledge, and
otherwise dispose of electrical generating plants, transmission systems
and related facilities, together with all lands, buildings, equipment, and
all other real or personal property, tangible or intangible, necessary or
incidental thereto.
(v) PROPERTY:
To acquire, hold, lease (as lessor or lessee), sell, or otherwise dispose of
any real or personal property, commodity, and service including,without
limitation, to buy, lease, construct, appropriate, contract for, invest in,
and otherwise acquire, and to own, hold, maintain, equip, operate,
manage, improve, develop, mortgage, and deal in and with, and to sell,
lease, exchange, transfer, convey and otherwise dispose of and to
mortgage, pledge, hypothecate and otherwise encumber real and
personal property of every kind,tangible and intangible.
(vi) CONDEMNATION.
To condemn property for public use, if such property is not owned by
any public utility and devoted to such public use pursuant to state
authority.
(vii) DEBT:
Organic Contract Amended and Restated 3/31/2010
Page 19 of 11
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: TP sue an A be _..,.., in U own
To sue and be sued in its own name.
(ix) SEAL.-
To have and to use a corporate seal.
(x) RATES-
To fix, maintain, and revise 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, a.a... or :..d.,._.,... ent Eent_atte_ of
the Smtes or anv -state of political subdivision thefee or by
contracts with any person, firm, corporation or governmental entity.
Organic Contract Amended and Restated 3/31/2010
Page 20 of 223
2,
(xiii) JOINT OWNERSHIP,
To own, operate, and maintain real and personal property, and facilities
in common with others, as permitted by law, and to conduct joint,
partnership, cooperative, or other operations with others and to exercise
all of the powers granted in this Contract in joint partnership or
cooperative efforts and operations with others.
(xiv) OTHER POWERS,
To exercise any other powers which are essential, necessary, incidental,
convenient, or conducive to providing the wholesale electric power and
energy requirements of the Municipalities, as well as to accomplishing
the purposes, functions, services, and facilities set forth in Sections 2.0,
2.1, and 2.2 of this Organic Contract.
4.0 POLITICAL SUBDIVISION:
The Authority shall be a political subdivision and a public corporation of the
State of Colorado separate from the Municipalities. It shall have the duties,
privileges, immunities, rights, liabilities, and disabilities of a public body politic
and corporate.
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 1q;»C.R.S. 6 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.
Organic Contract Amended and Restated 3/31/2010
Page 21 of 23
privileges, and p erfies ..F ...a Call a -aIl 414gations a4 such n Fsfit
7.0 FILING OF CONTRACT,
A copy of this Contract shall be filed with the Division of Local Government of
the State of Colorado withwithin 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 Assistaiit Town Administrator
P.O. Box 1200
Estes Park,Colorado 80517
City of Fort Collins,Colorado
c/o Utilities Executive Director
P.O. Box 580
Fort Collins,Colorado 80522
City of Longmont,Colorado
c/o Director of FI...- ;,. ,,.a T..I,.:._......... -,t;._.., 1=filiti sLongmont
Power& Communications
1100 South Sherman
Longmont,Colorado 80501
Organic Contract Amended and Restated 3/31/2010
Page 22 of 23
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 .^a ntrae 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 3/31/2010
Page 23 of 23
IN WITNESS WHEREOF,the Municipalities have caused this Contract, as amended, to
be executed as of the 4� day of juk,
Organic Contract Amended and Restated 3/31/2010
Page 24 of 23
A TTL'CT.
-r-r-zcrr.
Town Clef!
A TI"'L]CT.
OiTTF r.
CAN- Clerl-
ATTESTi
c-�c.--cac-rn
ATTECr
City n.
, 2010.
Organic Contract Amended and Restated 3/31/2010
Page 25 of 23
TOWN OF ESTES PARK, COLORADO
City Clerk
By:
Mayor
ATTEST:
CITY OF FORT COLLINS,COLORADO
City Clerk
By:
Mayor
ATTEST:
CITY OF LONGMONT,COLORADO
Cih,Clerk
By:
Mayor
CITY OF LOVELAND,COLORADO
By:
Mayor
ATTEST:
Town Clerk
ATTEST:
Organic Contract Amended and Restated 3/31/2010
Page 26 of 23
ATTACHMENT
AMENDED CONTRACT FOR THE SUPPLY OF ELECTRIC POWER AND ENERGY
This contract, made this l-, day of 1-498, 1 2010, between PLATTE RIVER
POWER AUTHORITY,a political subdivision organized and existing under and by virtue of the
laws of the State of Colorado (hereinafter called "Platte River") and the CITY OF FORT
COLLINS, COLORADO, a municipal corporation of the State of Colorado (hereinafter called
"Fort Collins'-'},.")
WITNESSETH:
WHEREAS, Platte River proposes to censtFact, operate, o,,�•ns, operates, and
ma+tt, , . ilains electric generating phwAsfacilities, transmission lines, substations, and
related facilities anti to pweha5e oF poweF and enefgN, for the purpose,
amon,-,ehw i , of supplying electric power and energy to municipalthe electric systems owned
and operated by the N1unicipalities for resale; and
WHEREAS, Platte River has heretofore entered into or will enter into agreements for the
sale of electric power and energy similar in form to this Agreement with
,ting eleetFi ,stemsthe cities of Estes Park, Loveland, and Longmont, (which
municipalities are hereinafter collectively called ""Municipalities!"); and
WHEREAS, this Agreement replaces the Transmission Facilities Agreement between
Platte River and Fort Collins, dated March 18, 1980; and
WHEREAS, Fort Collins desires to purchase electric power and energy from Platte River
on the terms and conditions herein set forth;
NOW, THEREFORE, in consideration of the mutual undertakings herein contained, the
Parties hereto agree as follows:
Article 1: Sale and Purchase of Electric Power and Enerev
(a) Platte River shall sell and deliver to Fort Collins and Fort Collins shall purchase
and receive from Platte River all electric power and energy which Fort Collins shall require for
the operation of its municipal electric system to the extent that Platte River shall have such
power and energy available; provided, however, that (1) Fort Collins shall have the right to
continue to generate its own power and energy to the extent of the capacity of its generating
facilities in service on September 5, 1974 and may also generate power and energy for its own
use from any new generation resource(s) owned and operated by Fort Collins provided that the
total rated capacity of all such new generation is no greater than 1,000 kW or one percent of the
peak load of Fort Collins, whichever is greater, provided further that if Fort Collins develops
new generation resources of a total rated capacity as set forth above Platte River commits that it
will meet with Fort Collins to discuss in good faith an increase in the total rated capacih, limit,
and (2) Fort Collins shall not be in violation of the all requirements purchase obligation herein
when it purchases power from net metered customers.
(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
(b) be made at the rate sehedu4erates set outforth in Attachment ^ attached hereie
and friade a part hereof, o u h _...,.nd—F.eP4 the_..taEna fFoF.the Tariff Schedules of Platte
River in effect at the time the power and energy is furnished to tiFne be made, as hefeinaft.,_
previde Fort Collins.
Article 2: Rate for Power and EnerQv
(a) Fort Collins shall pay Platte River for all electric power and energy furnished
hereunder at the r;4eratts and on the terms and conditions setas provided in Attadiffien
Athe Platte River Tariff Schedules; provided, however, that notwithstanding any other
provision of this Agreement, the obligation of Fort Collins to pay Platte River for all electric
power and energy furnished hereunder shall be, and is, a special obligation of Fort Collins
payable solely from revenues to be received by Fort Collins from the sale of electric power and
energy to its electric utility customers during the term hereof and is not a lien, charge, or
liability against Fort Collins or against any property or funds of Fort Collins other than
revenues to be received by Fort Collins from the sale of electric power and energy to its electric
utility customers during the term hereof, and the obligation to pay Platte River for all electric
power and energy furnished hereunder does not constitute a debt, liability, or obligation of Fort
Collins other than from its revenues to be received from the sale of electric power and energy to
its electric utility customers during the term hereof, and Fort Collins is not otherwise obligated
to pay such obligation.
(b) The Board of Directors of Platte River at such intervals as it shall deem
appropriate, but in any event not less frequently than once in each calendar yeai, shall review
the f4erato, for electric power and energy furnished hereunder and under similar agreements
with the other Municipalities and, if necessary, shall revise such r.. . se th it ,t sh,44rates to
produce revenues which shall be sufficient,but only sufficient, with the revenues of Platte River
from all other sources,
(i) to meet the cost of operation and maintenance (including, without
limitation, furl, replacements, insurance, taxes, f ee, and administrative and
general overhead expense) of the electric generating plants, transmission
system,and related facilities of Platte River;
0)
(f ) to meet the cost of any power and energy purchased for resale hereunder
by Platte River and the cost of transmission service;
(iii) to make payments of principal and interest on all indebtedness and
revenue bonds of Platte River and provide an earnings margin adequate to
enable Platte River to obtain revenue bond financing on favorable terms;
and
(iv) to provide for the establishment and maintenance of reasonable reserves.
ft�
(c) Platte River shall cause a notice in writing to be given to each Municipality to
which it furnishes electric power and energy, which notice shall set out each pal revision
of the iterates with the effective date thereof, which shall be not less than thirty (30) days after
the date of the notice, and shall set forth the basis Uf;Rn- .i,.. Fat- i ..,oposLd to L
joste , , established.. All rate adjustments shall apply equally to all Municipalities to
which Platte River furnishes electric power and energy, unless otherwise agreed upon, and
shall not be discriminatory. Fort Collins agrees that the r-aterates from time to time established
by the Board of Directors of Platte River shall be deemed to be substituted for the ^� hi,FeQ•
'ded in rates presently contained in the Tariff Schedules and agrees to pay
Fort Collins Power SupplY Agreement Amended and Restated 3/31/2010
Page 3 of 11
for electric power and energy furnished to it hereunder after the effective date of any revisions
to the Tariff Schedules at such revised fdteTates.
Article 3: Covenants of Platte River
(a) 1'1attC Kn , r 111,111 U,�' r,asonable diligence to furnish a constant and uninterrupted
supply of electric power and energy hereunder. if the supply of electric power and energy shall
fail, or be interrupted, or become defective through uncontrollable forces, as defined herein,
Platte River shall not be liable for any claim or damages caused thereby.
(b) After first satisfying the electric power and energy requirements of all
Municipalities to which it furnishes electric power and energy, as_
es'abli.,;Iio I from tifne to time, Platte River shallmay, in its sole discretion, market and dispose
of, , any-an-l-all
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.
supply of AMFiC peweF and y
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 C- pins' 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.
Fort Collins Power Supply Agreement Amended and Restated 3/31/2010
Page 4 of 11
(c) Fort Collins acknowledges that it is familiar with the provision of Platte River's
contract with the Un4' ssWestern Area Power Administration , which requires, as a
condition of the purchase of federally generated powerPursuant to sueh Eantfaet, that Platte
n:.. .,,al o 4..,a able the benefits .i..,reaf to the Municipalities at fair a . a .nalI.. 4.,`4:n--in 4
at the lowestpossible rat isten comply with sound business principles, ..♦certain
provisions of the "General Power Contract Provisions," which is attached hereto as Attachment
A. Fort Collins f-ifther acknowledges its compliance obligations under the General Power
Contract Provisions, as that Platte River has eneetirageddocument presently exists and as it to
may be modified in the
sefuture.
Article 5: Conditions of Delivery of Power and EnerQv
(a) The electric power and energy to be furnished by Platte River shall be alternating
current, sixty (60) hertz, three-phase, subject to conditions of delivery and measurement as
hereinafter provided and in the Tariff Schedules.
(b)
PIR4P n:.-,_" d,r..._,. _...a •,Responsibilities for the facilities through which
electric power and energy _ is delivered are
set forth in Attachment EB of this Agreement, attached hereto and made a part hereof as
(c) Fort Collins shall make and pay for all final connections between its system and
the system owned by,or available to, Platte River at the points of delivery agreed upon.
(d) Unless otherwise agreed, Fort Collins shall install, own, and maintain the
necessary substation equipment at the points of delivery from the system of, or available to,
Platte River and shall install, own, and maintain switching and protective equipment of
adequate design and sufficient capacity beyond such points of delivery to enable Fort Collins to
take and use the electric power and energy supplied hereunder without hazard to such system.
(e) To provide adequate service to Fort Collins, Platte River agrees to increase the
capacity of an existing transmission point of delivery, or to establish a new transmission point
of delivery at a mutually agreeable location, of a design capacity of not less than 10,000 kV a
maximum nameplate rating at 55'C. rise, and in accordance with this Agreement.
Fort Collins Power Supply Agreement Amended and Restated 3/11/2010
Page 5 of 11
r
(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 at least
four years written notice. The notice shall specify the amount of additional or new capacity, the
new transmission required, and the desired initial date of its operation. Platte River shall,
within sixty (60) days after receipt of such notice, and on the basis of the best information
available to Platte River from system plans and load projections for Fort Collins, inform Fort
Collins in writing of Platte River's plans and schedules with respect to the supply of the
additional capacity requested by Fort Collins, and shall thereafter keep Fort Collins informed of
Platte River's progress in supplying such additional capacity. Any written notice requesting
additional capacity at an existing point of delivery or the establishment of a new point of
delivery shall provide to Platte River any and all authority necessary for its facilities to occupy
the property of Fort Collins during the period in which that point of delivery is used by Platte
River for the delivery of power and energy.
(g) if Fort Collins requires the construction of a 115 kV or 230 kV transmission line for
additional service where such line is a tap or radial line over which energy can flow in only one
direction, as distinguished from a system line over which energy can flow in either direction,
then ownership, operation, and maintenance of such 115 kV or 230 kV transmission line will be
undertaken by Platte River pursuant to a separate agreement with Fort Collins which provides
for an appropriate sharing of the annual costs of ownership and operations of such line for as
long as such energy flow and delivery conditions prevail.
Article 6:Consultation on Svstem Plannink
(a) At least once each year, on or before July 1, Platte River shall consult Fort Collins
concerning its requirements for transmission facilities to effect delivery of power and energy by
Platte River. The date for such annual consultation shall be set by agreement of the Parties.
(b) At least thirty (30) days prior to the date of such annual consultation, Fort Collins
shall provide Platte River with two (2) copies of its latest estimate of requirements for delivery
of power and energy covering a future period 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
Fort Collins Power Supply Agreement Amended and Restated 3/31/2010
Page 6 of 11
Municipalities, Platte River shall prepare an annual system plan for the delivery of power and
energy to all Municipalities covering a future period of ten (10) years. Decisions regarding the
construction of any transmission and delivery facilities by Platte River primarily to supply Fort
Collins, will take into account Fort Collins' long-range distribution requirements and costs and
the long-range costs and benefits of alternative service plans. Platte River's annual system plan
shall include appropriate load flow and stability studies and a copy thereof shall be furnished to
Fort Collins if requested.
Article 7: Measurement of Power and Ener¢y
(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 of the transforming equipment
located thef eat or at such other points as agreed upon by the Parties.
(b) Loss adjustments for low voltage side or remote metering shall be as specified in
the rate ' ' ' in "• '•-A 'Tariff Schedule or as otherwise agreed by the Parties.
Article;L8: Meter Readings and Payment of Bills
(a) Platte River shall read meters and invoice Fort Collins for power and energy
furnished hereunder at approximately monthly intervals. Such invoices shall be due and
payable to Platte River within fifteen (15) days from date of issuance and shall become
delinquent thereafter.
(b) If Fort Collins' Collins' monthly bill becomes delinquent, late charges at the rate of
a one and one-half percent (1 -1 : %) per month of the unpaid balance shall be added, and if
such bill is delinquent for a period of fifteen (15) days or longer, Platte River may discontinue
delivery of electric power and energy not less than fifteen (15) days following written notice to
Fort Collins.
Article F+e9: 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' Collins' request. The cost of all tests shall be borne by Platte River; provided, however,
that if any special meter test made at Fort r•,'�Collins' request shall disclose that the meters
Fort Collins Power Supply Agreement Amended and Restated 3/31/2010
Page 7 of 11
are recording accurately, Fort Collins shall reimburse Platte River for the cost of such test.
Meters registering within two percent (2%) above or below normal shall be deemed to be
accurate.
(b) The readings of any meter which are disclosed by test to be inaccurate shall be
corrected from the beginning of the monthly billing period immediately preceding the billing
period during which the test was made; provided, that no correction shall be made for a longer
period than such inaccuracy is determined by Platte River to have existed. If a meter fails to
register, the electric power and energy delivered during such period of failure shall, for billing
purposes,be estimated by Platte River from the best information available.
(c) Platte River shall notify Fort Collins in advance of any meter reading or test so that
Fort Collins' Collins' representative may be present at such meter reading or test.
Article 9710: Right of Occupancy and Access
Both Parties shall have a revocable license to occupy the property of the other Party
necessary to deliver and receive power and energv under this Agreement as described in
Attachment B. Duly authorized representatives of either Party herete-shall be permitted to
enter the premises of the other Party hereto at all reasonable times in order to carry out the
provisions hereof of this Agreement and those described in Attachment B.
:Pw rate S--hedule faf power and energy (Attaehrnent A), ffie General Pewer CentFac4
rneerperate d h fein As used in stieh atta hin nts the teffn SIC .n f" shall m- Pl i44 . n:..... an �
A_4:de ii
TTTSZCIC-ST
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
Fort Collins Power Supply Agreement Amended and Restated 3/31/2010
Page 8 of 11
f
T
bevond the control of the Party affected, including but not restricted to, failure of or threat of
failure of facilities, flood, earthquake, storm, fire, lightning, epidemic, war, riot, civil
disturbance or disobedience, labor dispute, labor or material shortage, sabotage, restraint by
court order or public authority and action or inaction by, or failure to obtain the necessary
authorization or approvals from, any governmental agency or authority, which by the exercise
of due diligence such Party could not reasonably have been expected to avoid and which by
exercise of due diligence it shall be unable to overcome Nothing contained herein shall require
a Partv 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 Part' and shall
exercise due diligence to remove such inability with all reasonable dispatch.
Article 12: Enforceability
The Parties hereto recognize that there are legal constraints imposed upon them by the
constitution, statutes, and rules and regulations of the State of Colorado and of the United
States, and imposed upon them by their respective governing statutes, charters, ordinances,
rules and regulations, and that, subject to such constraints, the Parties intend to carry out the
terms and conditions of this Agreement. Notwithstanding any other provision of this
Agreement to the contrarv, in no event shall either of the Parties exercise any power or take any
action which shall be prohibited by applicable law. Whenever possible, each provision of this
Agreement shall be interpreted in such a manner so as to be effective and valid under
applicable law.
Article 13: Term of Ayr•eement
(a) This Agreement shall become effective when executed by both Parties, and shall
amend and supersede the existing Contract for the Supply of Electric Power and Energy
between Platte River and Fort Collins, dated "'�n�:f', .July 1, 1998. This Agreement shall
remain in effect until December 31, 204-02050, and thereafter until terminated by either Party
following not less than 4x4tw•elve (12) months written notice to the other Party of its intention
to terminate.
Fort Collins Power Supply Agreement Amended and Restated 3/31/2010
Page 9 of 11
(b) The Transmission Facilities Agreement between Platte River and Fort Collins dated
March 18, 1980, shall be deemed terminated as of the date of this Agreement.
Article 1�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:
Utilities Executive
General Manager Director
Platte River Power Authority City of Fort Collins
2000 East Horsetooth Road P. O. Box 580
Fort Collins,Colorado 80525 Fort Collins,Colorado 80522
For Fort Collins:
Article 1-"--.-l5: Severability
In the event that any of the terms, covenants, or conditions of this Agreement or their
application shall be held invalid as to any person or circumstance by any Court having
jurisdiction, the remainder of this Agreement and the application of its terms, covenants, or
conditions to such persons or circumstances shall not be affected thereby.
Fort Collins Power Supply Agreement Amended and Restated 3/31/2010
Page 10 of 11
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed
the day and year first above written.
^ter PLATTE RIVER POWER AUTHORITY:
Secrctan y By:
General Manager
ATTEST: By:
r - Q ._i._i. Secretar
CITY OF FORT COLLINS: A I'l FS1:
BY: By:
Mac'or City Clerk
Fort Collins Power Supply Agreement Amended and Restated 3/31/2010
Page 11 of 11
ATTACHMENT 4
Platte River Power Authority Organic
Contract
and
Contract for the Supply of Electric Power
and Energy
April 6 , 2010
City of
Fort Collins
f�
1
Agreements Renewal Process
• Organic Contract among four
municipalities creates Platte River
• Power Supply Agreement between
Platte River and Fort Collins provides for
purchase and sale of wholesale power
City of
Fort Collins
1
Agreements Extension Process
• Last extended in 1998 through 2040
• Began present extension process in 2007
• Goals :
— Extend life of agreements through 2050
— Create limited ability for municipal generation
— Integrate new Western Area Power Administration
requirements
— Terminate Transmission Facilities Agreement and
integrate relevant provisions into PSA
�,.�t_ Collins
3
Agreements Extension Process
• Estes Park , Longmont and Loveland approved
version absent environmental language
• Fort Collins approved version with environmental
language
• Present version contains environmental language in
" Purposes " section of Organic Contract
City of
Fort Collins
2
Agreements Renewal Process
• If adopted by Fort Collins on first reading :
— Estes Park on April 13
— Loveland on April 20
— Longmont on April 27
• Fort Collins second reading on May 4
r,�t_ Collins
5
Agreements Renewal Process
• Changes to the Organic Contract
— Extends term through 2050
— New language in Section 2 . 1 includes as a
" purpose" of Platte River the provision of power " in
a reliable , cost-effective , and environmentally
responsible manner"
— General edits and updating to conform to present
practice
City of
Fort Collins
3
Agreements Extension Process
• Changes to the Power Supply Agreement
— Allows municipal generation up to 1 % of peak with
commitment on part of Platte River to discuss
increase if threshold reached
— Recognizes net metering
— Acknowledges Fort Collins compliance with
Western Area Power Administration GPCPs
— Integrates relevant provisions of the Transmission
Facilities Agreement
�,.�t_ Collins
4
ORDINANCE NO. 044, 2010
OF THE COUNCIL OF THE CITY OF FORT COLLINS
AUTHORIZING AN AMENDED AND RESTATED ORGANIC
CONTRACT FOR PLATTE RIVER POWER AUTHORITY
WHEREAS,the City is one of four member municipalities that have entered into an organic
contract establishing Platte River Power Authority ("Platte River"); and
WHEREAS, the first such contract was entered into in 1975, and the contract was last
amended by the execution of an Amended and Restated Organic Contract Establishing Platte River
Power Authority as a Separate Governmental Entity dated July 1, 1998 (the "Existing Organic
Contract"), with a termination date of December 31, 2040; and
WHEREAS, the parties have recently negotiated a proposed, updated agreement entitled
Amended and Restated Organic Contract Establishing Platte River Power Authority as a Separate
Governmental Entity (the "Updated Organic Contract"), a copy of which is on file with the City
Clerk, dated March 31, 2010,that includes some revisions informally requested by City Council at
a previous meeting of the City Council, as well as some revisions requested by Loveland, the
purpose of which is to replace and supersede the Existing Organic Contract; and
WHEREAS, the Updated Organic Contract, if approved by the parties, would amend the
provisions of the Existing Organic Contract so as to: contain a purpose statement reflecting Platte
River's commitment to environmental stewardship and sustainability; reflect the current manner in
which the parties conduct business; expand the kinds of services that Platte River will provide to
Fort Collins and obligate Platte River to assist Fort Collins in reaching its renewable energy
requirements to develop products and services to improve the efficiency of generation,transmission
and use of electrical energy; bring current the dates of the terms of the appointed utilities directors
of the member municipalities and allow such directors to attend and fully participate in Platte River
meetings by electronic teleconference; and extend the termination date of the Existing Organic
Contract by ten years to December 31, 2050; and
WHEREAS,on March 10,2010,the Electric Board reviewed the Updated Organic Contract
and recommended approval of the same; and
WHEREAS, it is City staffs understanding that Utilities staff of Loveland, Longmont and
Estes Park will be recommending approval of the Updated Organic Contract to their respective
governing bodies.
NOW, THEREFORE, BE IT ORDAINED BY THE COUNCIL OF THE CITY OF FORT
COLLINS as follows:
Section 1. That the City Council hereby finds that it is in the best interests of the City
to replace and supercede the Existing Organic Contract with the Updated Organic Contract.
Section 2. That the Updated Organic Contract is hereby approved, and the Mayor is
hereby authorized and directed to execute the same on behalf of the City in substantially the form
on file in the office of the City Clerk and dated March 31, 2010.
Section 3. That the City Council hereby directs the Electric Board to annually review the
terms and conditions of the Updated Organic Contract and suggest any revisions to the City Council
by formal board action.
Introduced,considered favorably on first reading,and ordered published this 6th day of April,
A.D. 2010, and to be presented for final passage on the 4th day of May, A.D. 2010.
Mayor
ATTEST:
City Clerk
Passed and adopted on final reading on the 4th day of May, A.D. 2010.
Mayor
ATTEST:
City Clerk
ORDINANCE NO. 045, 2010
OF THE COUNCIL OF THE CITY OF FORT COLLINS
AUTHORIZING AN AMENDED AND RESTATED CONTRACT
WITH PLATTE RIVER POWER AUTHORITY FOR THE SUPPLY
OF ELECTRIC POWER AND ENERGY
WHEREAS, on February 22, 1980, the City and Platte River Power Authority ("Platte
River")entered into a Transmission Facilities Agreement(the"Facilities Agreement")to establish
the parties' rights and obligations related to their respective electric system facilities and to provide
for shared use or lease of certain specified facilities; and
WHEREAS, on March 31, 1980, the City also entered into a Contract for the Supply of
Electric Power and Energy(the"Existing Supply Contract")with Platte River which establishes the
terms and conditions of the City's purchase of electric power and energy from Platte River; and
WHEREAS, on July 21, 1998, the City Council approved an amendment to the Existing
Supply Contract extending its termination date from December 31,2020 to December 31,2040;and
WHEREAS, the City and Platte River have recently negotiated an updated "Amended and
Restated Contract for the Supply of Electric Power and Energy" (the "Updated Supply Contract"),
a copy of which is on file with the City Clerk, dated March 31, 2010, that includes some revisions
informally requested by City Council at a previous meeting of the City Council, as well as some
revisions requested by Loveland; and
WHEREAS, the Updated Supply Contract will replace and supersede the Facilities
Agreement and the Existing Supply Contract; and
WHEREAS,under the proposed Updated Supply Contract,Platte River will continue to sell
and deliver to the City, and the City will continue to purchase and receive from Platte River, all
electric power and energy that the City requires for the operation of its municipal electric system,
except that the City may also generate power and energy for its own use in City facilities from any
new generation resource(s) owned and operated by the City, provided that the City's total rated
capacity does not exceed 1,000 kilowatts or one percent of the peak load of the City, whichever is
greater; and
WHEREAS, the proposed Updated Supply Contract also: states that each party will be
granted a revocable license to occupy the property of the other party as necessary to deliver and
receive power and energy under the Updated Supply Contract in accordance with specified terms
regarding the use of certain facilities; allocates costs and maintenance responsibility for certain
facilities; outlines the process for the parties to engage in system planning; acknowledges Platte
River's contract with the Western Area Power Administration ( WAPA); requires, as a condition
of the purchase of federally generated power, that the City comply with WAPA's General Power
Contract Provisions; and amends the term of the Existing Supply Contract so as to extend its
termination date by ten years to December 31, 2050; and
WHEREAS,on March 10,2010,the Electric Board reviewed the proposed Updated Supply
Contract and recommended approval of the same; and
WHEREAS, it is City staffs understanding that Utilities staff of Loveland, Longmont and
Estes Park will be recommending approval of the Updated Supply Contract to their respective
governing bodies.
NOW, THEREFORE, BE IT ORDAINED BY THE COUNCIL OF THE CITY OF FORT
COLLINS as follows:
Section 1. That the City Council hereby finds that it is in the best interests of the City to
replace and supercede the Facilities Agreement and Existing Supply Contract with the Updated
Supply Contract.
Section 2. That the Updated Supply Contract is hereby approved,and the Mayor is hereby
authorized and directed to execute the same on behalf of the City in substantially the form on file in
the office of the City Clerk and dated March 31, 2010.
Section 3. That the City Council hereby directs the Electric Board to annually review the
terms and conditions of the Updated Supply Contract and suggest any revisions to the Council by
formal board action.
Introduced,considered favorably on first reading,and ordered published this 6th day of April,
A.D. 2010, and to be presented for final passage on the 4th day of May, A.D. 2010.
Mayor
ATTEST:
City Clerk
Passed and adopted on final reading on the 4th day of May, A.D. 2010.
Mayor
ATTEST:
City Clerk