HomeMy WebLinkAboutCOUNCIL - AGENDA ITEM - 05/18/2010 - ITEMS RELATING TO THE PLATTE RIVER POWER AUTHORITY DATE: May 18, 2010
STAFF: Brian Janonis _
Steve Catanach
Items Relating to the Platte River Power Authority Contracts.
A. First Reading of Ordinance No.061,2010,Authorizing an Amended and Restated Organic Contract for Platte
River Power Authority.
B. First Reading of Ordinance No. 062, 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 energy generation options; and (4)
general editorial updating.
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 adopted by the Fort Collins Council in March 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 the December8,2009 Work Session,Fort Collins Councilmembers indicated thatthe language that had initially
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 further 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, 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.
The proposed revisions were reviewed and recommended for approval by the Electric Board on March 10,2010. The
Agreements were scheduled for review by the Fort Collins City Council on April 6, 2010, but were pulled from the
agenda due to concerns about the changes suggested by the Loveland Utilities Commission.
On April 20,2010, representatives of Fort Collins and Loveland met to discuss compromise language. The language
contained in the agreements being presented was the result of this meeting. All of the language added by Fort Collins
after the December 2009 study session is contained in the present drafts. The only language change resulting from
May 18, 2010 -2- ITEM 25
the April 20 meeting involved removal of the phrase"demand side resources"and the substitution of more descriptive
language.
FINANCIAL IMPACT
No financial impacts are anticipated.
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 the City could develop for its own use. Project examples the City of Fort Collins has been considering that
would be simplified with the adoption of the Agreements are 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
The Electric Board voted unanimously on March 10, 2010, to recommend approval of both the power supply and
organic contracts. During this meeting,the Electric Board reviewed and recommended Council approval of a version
of the Platte River organic contract that included revisions suggested by the Loveland Utilities Commission and that
was pulled from the April 6,2010, City Council agenda. After the March 10, 2010, Electric board meeting,an informal
meeting including representatives from Loveland and Fort Collins took place on April 20, 2010. As a result of this
meeting, a version of the Platte River organic contract was produced and is presented with this agenda item. This
version of the organic contract includes language informally requested by the City Council in a December 2009 work
session. In light of this, the Electric Board was not asked for its recommendation again.
PUBLIC OUTREACH
The following summarizes the timeline of various steps with the Electric Board, the Fort Collins City Council and
Councils of the other partner cities.
Summer 2008: Fort Collins Electric Board recommended approval of the Contract and Agreement.
October 2008: The Contract and Agreement were brought to the Fort Collins City Council work session. Prior
to this work session, both Estes Park and Longmont had approved the agreements as written.
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 the Fort
Collins City Council. Both documents were approved with the preferred environmental language.
May 18, 2010 -3- ITEM 25
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 form previously approved by the cities of Estes Park and
Longmont.
December 2009: Another Fort Collins City Council work session yielded some modified language to eliminate
redundancies and revised language of concern to Loveland.
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 approve and authorize execution of the Contract and Agreement in the forms as modified
by the Loveland Utility Commission.
April 6, 2010: The versions recommended by the Electric Board were pulled from consideration by the City
Council.
April 20, 2010: Representatives of Fort Collins and Loveland met to consider compromise language. The
language proposed by Fort Collins after the December study session was accepted with two
clarifications.
ATTACHMENTS
1. Electric Board minutes - March 10, 2010, and January 20, 2009
2. Organic Contract, redline version
3. Amended Contract for the Supply of Electric Power and Energy, redline version
ATTACHMENT 1
Excerpt from March 10, 2010 Electric Board Minutes.
Platte River Power Authority Organic Contract and Power Supply Agreement
Board Members Bamish 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.
I
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 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 policy changes are 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.
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.
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Excerpt from the Tuesday, January 20, 2009 Electric Board Meeting
PRPA (Platte River Power Authority) Aireements
Organic Contract and the Energy Supply Contract
* Board members Tom Barnish and John Harris recused themselves due to their
association with PRPA (Platte River Power Authority) as employees, and they will
not hear this discussion or vote on the amended contract agreements; both members
left the meeting at 7:02 p.m. Remaining Board members for the discussion were
Chairperson John Morris, Vice Chairperson Dan Bihn, and Board members Steve
Yurash and Steven Wolley.
Mr. Catanach brought the contracts in July 2008 to the Electric Board as an information
item, and now the Board needs to recommend to Council adoption of the amended
contracts with PRPA.
The Organic Contract is fundamentally the bylaws structure of Platte River and details
how it operates and its organizational structure. This is a contract between all four cities
(Longmont, Loveland, Estes Park and Fort Collins) and PRPA. The original contract was
established in 1975 and then amended in 1998 and 1999. This contract must be approved
by all four cities and establishes the governing structure. The Board of Directors of PRPA
is comprised of two members from each of the cities, and the mayor is automatically
placed in one of the positions. Historically, the other position is filled by the Executive
Director of Utilities.
The amendments in 1998 added some additional functions to PRPA, and Fort Collins
contracted PRPA to house and maintain our Banner billing system and to provide use of
the phone fiber system. PRPA has the right to contract this out.
The amendments proposed now are actually minor in nature and would add renewable
resources to the type of resources for electric energy that PRPA will provide to the City.
This will add the development of products and services in support of efficiency
improvements for generation, transmission and use of electrical energy to the list of
services, functions and facilities that PRPA can provide to the cities.
Also, the contract amendments would clarify the expiration dates of the terms of the
appointed directors. There is no multiple term limits at this time. It is simply a date that
those terms will be taken back to the governing bodies to reseat someone to the Board of
Directors.
Another amendment in the contract adds the ability of the appointed directors to attend
board meetings in a teleconference style.
The current contract states the General Manager would be replaced by the Chairperson of
the Board of Directors in the case of retirement or leaving, and the contract would amend
to give the Board of Directors the authority to appoint a new General Manager.
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Another amendment would extend the contract for another ten years and would expire
December 31, 2050. The contract is generally brought every ten years, and the goal is to
extend the contract far enough out that the contract does not expire before the bonds
become due.
The other contract in question is the contract for the supply of power and energy with
PRPA. This contract is confusing, but it is the melding of two different contracts in this
agreement.
The facilities agreement with PRPA designates responsibility for the substations, grounds
keeping and maintenance, and is a separate agreement that will now be a part of the l
contract for supply of power and energy.
In addition to this, the contract will state that PRPA will be the sole provider of electrical
energy to the City of Fort Collins, and we will only purchase from PRPA. The existing
contract states it will not allow any internal generation, but the proposed amendment will
allow the City to develop one percent of the peak load. The new contract would give the
City the ability to generate electricity to sustain their buildings. The one percent is only
for the City facilities' use and is not referring to the generation for residential or citizen
use.
What if we put a wind generator on this building?
We could but we have other opportunities like hydro.
What is the City's intent of developing its own renewable energy?
It will open the door for us; for example, the pickle plant and solar array project is
considered an Art in Public Places project, but it will be generating electricity.
Is there a way to make it clearer?
Council now understands what it means in the contract and that it is a contract between
the cities and PRPA, not with citizens.
As far as the facilities agreement portion, it will reduce the time period of four years to
two years of notification for the replacement of a substation unless transmission is
required. Then we would be required to continue with the four year notification. Also,
this would allow each party access to the substations and license to occupy the
substations. This will also cover that neither party will be in default of their obligations if
they cannot fulfill their obligations due to uncontrollable forces, i.e. forces of nature.
The term of the contract will also be extended, and the goal of the extension is to have a
contract in place to cover a loan. PRPA is showing the bonds company a source of
income.
Can the bonds go past the termination date?
Without the contract, it will increase the risk to the bond analyst, and there should be a
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customer for the term for the loan. It would be very unlikely for the bond to go past the
2040 date; however, there could be a bond issue in the upcoming years and the contract
would cover that bond issue to 2050.
This is the criteria for the bond ratings from the CFO (chief financial officer) of PRPA
and what Moody's looks at for the issuance of a bond. There needs to be almost a
complete monopoly for providing electricity energy, issue tax exempt, strong link with
local government and there needs to be a market position for the bond.
What about the parallel generation? What if Poudre School District decides to go with
Sun Edison and puts in a 3MW system?
The contract would not be affected, because the contract we are looking at is not about
citizen generation, rather the generation between PRPA and the City. A 3MW system
would be in the service code language above the 1 MW system thresholds, because it
constitutes third party generation. However, it would affect the infrastructure and would
really need to be looked at before putting that kind of system in to play. There would also
be a different buy/sell agreement, and the costs would affect all the parties. This would
also under the PRPA Tariff 3 and other costs would fall under ancillary costs. We would
work with someone with a generator for this type of system.
How would you collect on a tariff?
That would be in the buy/sell agreement and the retail rate agreement. We would
purchase generation at the retail rate. The buy/sell agreement would be covering all the
costs. We have no experience with an actual situation, but we do have this in place to
cover if we do have renewable resources like another generation system.
Motion of the Electric Board is to recommend to City Council the adoption of contracts.
Motion passed unanimously.
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ATTACHMENT 2
PLATTE RIVER POWER
AUTHORITY
ORGANIC CONTRACT
TABLE OF CONTENTS
1 . 0 EFFECTIVE DATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
2. 0 ESTABLISHMENT OF PLATTE RIVER POWER AUTHORITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
2.1 PURPOSES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
2 .2 FUNCTIONS, SERVICES, OR FACILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
2 .3 BOARD OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
2 .4 OFFICERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 112
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 SEAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .16
2 .10 CONTRACTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 . . . 0 . . . . . . . . . . . . . . . . . .17
2011 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 121
7. 0 FILING OF CONTRACT . . . . . . . . . . . . . . . . , . , , , . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 , 0 , 0 , 0 ,21
8 . 0 NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .21
9 . 0 SEVERABILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .22
10 . 0 DUPLICATE ORIGINALS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .22
1
AMENDED AND RESTATED ORGANIC CONTRACT ESTABLISHING PLATTE RIVER
POWER AUTHORITY AS A SEPARATE GOVERNMENTAL ENTITY
THIS CONTRACT, originally made and entered into as of June 17, 1975, and amended
February 14, 1977, and July 27, 1978, and amended and restated the 31st day of March 1980, and
the 1st days of July, 1998, and as further amended and restated on this -1st day of4uly-, 4998_
, 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 CITY
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. (1973) § 29-1-204, as then enacted,4he Platte River Power Authority (the " Authority" ),
as a separate governmental entity and successor to a non prefftnonprofit corporation, to be the
Organic Contract Amended and Restated 05 / 12/ 2010
Page 1 of 23
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 contF ct ontracted with one
another to establish, pursuant to the provisions of C.R.S. Ste§ 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 an (ii) whic-hprovided that such function, service, or facility constitutes an
" enterprise" as defined in Sectio subsection 2(d) of Article X, Section 20 of the Colorado
Constitution; and
WHEREAS, the advent of Ywholesale compet increased complexity and the
anficipati ,r f retail . ,keeling and ^ nip ti n, isk in the electric utility industry have created
the need to 4)-enhance kand identiri ^a +io utility image and customer loyalty by broadening
04e types of se.FviEesoff�C'C7 eleetfie l.usto nr-e_-F-_srl_-H t4e Mtin eipa ifies and (4) pe-Finn the.
Authority to sell at retail electric and other services, and the Municipalities wish to clarify that
the Organic Contract authorizes the Authority to engage in a broad range of suchrelated
services which are incidental to or supportive of the Municipalities' continued ability to provide
electric servicepower and energy services to their customers on a competitive basis and
erb, b ,, retailsales of electric ,.,,,t.,,,,. and , ner and
WHEREAS, the Municipalities acting through the Authority wish to ensure a source of
electric power and energy that is reliable, cost-effective, and environmentally responsible; and
WHEREAS, providing energy in an environmentally responsible manner requires that
the Authority incorporate environmental factors as an integral component of planning, design,
construction and operational decisions; and
WHEREAS, the Municipalities now wish to further amend the Organic Contract, to
extend its term and to restate the amended provisions thereof in a single updated document.
NOW, THEREFORE, the Municipalities do hereby amend and restate the Organic
Contract, originally executed June 17, 1975, and subsequently amended, so that as hereby
amended and restated it provides, and the Municipalities do agree, as follows:
1 .0 EFFECTIVE DATE
Organic Contract Amended and Restated 05 / 12/ 2010
Page 2 of 23
=This Contract, as hereby amended and restated, shall become effective when it
has been duly executed and delivered on behalf oft all of the Municipalities.
2.0 ESTABLISHMENT OF PLATTE RIVER POWER AUTHORITY
As of June 17, 1975, the Municipalities establish established a separate
governmental entity, to be known as Platte River Power Authority-4tke
" 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 establishestablished 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 a-
whic t, provided that such function, service, or facilities constitutes an
" enterprise" as defined in Sectio 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) 4A)-to provide the electric power and energy requirements of the
Municipalities and the retail customers within the Municipalities;
k,49- in a reliable, cost-effective, and environmentally responsible
manner;
O)fiij to engage in business activities related to the provision of electric
power and energy services, which may include but are not limited
to investment in energy efficiency, renewable energy, demand
side management, and associated communication systems, that
Organic Contract Amended and Restated 05 / 12/ 2010
Page 3 of 23
the Board determines are likely to enhance the competitive
position of the Authority or the Municipalities,, and
{4}fiii 4C+-to provide any additional designated function, service, or
facility {i}lawfully authorized to any combination of two or more
of the Municipalities and (4) eae4 of ` hie whieh eenst tat provided
that these constitute an " enterprise" as defined in
Sectio 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 (Eiii) of the previous sentence only upon
receipt by each Municipality which is designating the function, service, or
facility to also be performed by the Authority of (a) a resolution adopted
by unanimous vote of the Board of Directors of the Authority designating
the function, service, or facility as a purpose to also be jointly exercised by
the designating Municipalities through the Authority and (b) opinions of
counsel to each Municipality which is designating the function, service, or
facility to also be performed by the Authority setting forth the
extent to which the 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
Sectie 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:
{A The supplying of the electric power and energy requirements of the
Municipalities and retail customers within the Municipalities- and4B}, the
provision of any additional function, service, or facility
authorized to any con+bination of two or more of the Municipalities and.
Organic Contract Amended and Restated 05 / 12/ 2010
Page 4 of 23
(4) which constitutes an
as defined in Section 2(d) of Article
/� /� of
" enterprise"
/ // yy yas 1een ll
X, Section
na
a
pursuant to the last sentence of Section 2.1 , by: means of
(i) acquiring, constructing, owning, reconstructing, improving,
rehabilitating, repairing, operating and maintaining electric
generating plants, transmission systems and related facilities, or
interests therein, for the purpose of producing, transmitting and
delivering to the Municipalities, electric power and energy to the
extent of their requirements;, including renewable energy
requirements;
(ii) purchasing electric power and energy from electric utilities and
other producers of energy, as required to supply the
Municipalities and perform its other obligations;
(iii) selling at wholesale to the Municipalities all of the electric power
and energy produced or purchased by the Authority which the
Municipalities require;
(iv) selling, exchanging and otherwise disposing of, under the most
econornically-advantageous terms and conditions obtainable, any
and all power and energy or transmission capacity which
the Authority owns, produces or purchases;
(v) developing electric energy resources (including renewable
sources) and producing and transmitting electric energy in whole
or in part for the benefit of the inhabitants of the Municipalities;
(vi) developing cost-effective, reliable, and environmentally
responsible products and services to improve the efficiency of
generation, transmission and use of electrical energy, which may
Organic Contract Amended and Restated 05 / 12/ 2010
Page 5 of 23
include but are not limited to investment in energy efficiency,
renewable energy, demand side management, and associated
communication systems;
(vii) acquiring, constructing, owning, purchasing, selling, exchanging;
or otherwise disposing of, reconstructing, improving,
rehabilitating, repairing, operating, and maintaining assets,
infrastructure, plants, systems, and related facilities or interests
therein;
(viii) developing products, services, infrastructure, and resources
related to such function, service, or facility for delivery to
appropriate markets in whole or in part for the benefit of the
inhabitants of the Municipalities; and
(ix) on termination of this Contract to vest in the
Municipalities all right, title and interest of the Authority in or to
all of its property and assets.
2.3 BOARD OF DIRECTORS
=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:
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(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 ones additional member to the Board of
Directors. Appointed Directors shall be selected for
judgment, experience, and expertise which makes
themmake that person particularly qualified to serve as
thea Director of an electric utility .
2.3.3 TERM
=The term of office of the Directors of the Authority shall be as
follows :
(i) MAYORS--
The Mayor of each Municipality, or the member of the
Municipality' s governing 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, 19832011, the term of the
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Appointed Director for Fort Collins shall expire on
December 31, 19902008, the term of the Appointed
Director for Longmont shall expire on December 31,
479 �2010, and the term of the Appointed Director for
Loveland shall expire on December 31, 1981 .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 s„ ecess.o.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 if removed4 m jj vacating the office of
Mayor, and a member of the Municipality' s governing board
designated to serve in place of a Mayor may be removed at any
time by the Mayor, with or without cause.
2.3 .5 VACANCIES
A vacancy occurring in the directorship of an Appointed
Director, whether such vacancy be the result of resignation, death,
removal or disability, shall be filled by the appointment of a
successor Appointed Director by the governing body of the
Municipality which appointed the Director whose office has
become vacant. In the case of a vacancy in the directorship of a
Mayor or his designee from any Municipality, the vacancy shall be
filled by the new Mayor or the Mayor' s designation of some other
member of the governing board of that Municipality.
2. 3 . 6 COMPENSATION
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Directors shall not receive compensation for their services, but
the Board of Directors may, by resolution; provided fro
eim-bursement to Directors of 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
=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 holiday, the annual meeting shall be held on the next
suceeeding business day, 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 MEETING
time provide, by unanimous resolution or by unanimous conse
of all Directors, for the time and place for the holding of-any
regular meetings without—notice—te—Directors other than
consent,resolution-, except in the case of
when notice shall be
1 l
h1��V the Secretary '1s hereinafter
preyi!l /lA
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
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Page 9 of 23
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 hiss 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 thereo 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.
2.3.12 QUORUM
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=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 from time to time; 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 meetingt hrough
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;
'��o
Organic Contract Amended and Restated 05 / 12/ 2010
Page 11 of 23
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 s
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-of, C . R.S. (4973) .
(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 accountsaccountants 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.
2.4 OFFICERS
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Page 12 of 23
=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 from
time to time.-to perform such duties as may be approved 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 sag annual
meeting of the Board of Directors and until their successors are
elected and qualified . If the election of officers shall not be held at
such meeting, such election shall be held as soon thereafter as may
be convenient. Vacancies or new offices may be filled at any
meeting of the Board of Directors.
2.4 .2 REMOVAL
=Any officer or agent elected or appointed by the Board of
Directors may be removed by the Board of Directors, with or
without cause, whenever in its judgment the best interests of the
Authority will be served thereby.
2.4.3 DUTIES OF OFFICERS
In addition to duties desig.nOtedassigned 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
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of Directors, shall execute all legal instruments of the
Authority. When and while a vacancy exists in the office
of General Manager the Chair-man shall act as the principal.
,,.,,,c tiye officer- f the n „ tt, or-i T ,, and shall perform such
other duties as the Board of Directors may prescribes
t; me t tin4e.
(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 from time to time.
(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 from
time t time
(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
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Page 14 of 23
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 rV^ + tioie to time
(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
from time me, and shall be the agent for service of
process on the Authority. When and while a vacancy
exists in the office of General Manager, the Board of
Directors shall appoint a qualified interim General
Manager to act as the principal executive officer of the
Authority.
2.4 .4 BONDS OF OFFICERS
=The Treasurer and any other officer or agent of the Authority
charged with responsibility for the custody of any of its funds or
property shall give bond in such sum and with such surety as the
Board of Directors shall determine. The Board of Directors in its
discretion may also require any other officer, agent, or employee
of the Authority to give bond in such amount and with such
surety as it shall determine . The cost of such bond shall be an
expense payable by the Authority.
2.5 INDEMNIFICATION OF OFFICERS AND DIRECTORS
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Page 15 of 23
=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 Brand wanton negligence 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 hiss opinion the person indemnified did not commit suc*% oss
negligence or willful erand wanton negligence e 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,
20402050, and until thereafter terminated by any Municipality following
not less than sip (6twelve (12) months written notice to the other
Municipalities of its intention to terminate; provided, however, that this
Contract may be amended, modified, M^n^ded, 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 rescinded of
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.
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Page 16 of 23
2.7 ASSETS AND PROPERTIES
=All assets and properties of the Authority shall be held in trust for the
purposes herein mentioned, including the payment of the liabilities of the
Authority.
2.8 DISTRIBUTION OF ASSETS UPON TERMINATION
In the event of the termination of this Contract and the
dissolution of the Authority, all of its assets shall immediately vest in the
Municipalities . The assets of the Authority conveyed to each
Municipality shall be that proportion which (i) the total dollar amount of
electric power and energy purchased and paid for by such Municipality,
from the Authority and its predecessor during their corporate existence,
bears to (ii) the total dollar amount of all electric power and energy
purchased and paid for by all of the Municipalities, from the Authority
and its predecessor during their corporate existence.
2. 9 SEAL
=The corporate seal of the Authority shall be in the form of a circle and
have inscribed thereon the name of the Authority and the words
" Corporate Seal," together with such insignia, if any, as the Board 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
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Page 17 of 23
Authority shall be signed by such officer or officers, agent or agents,
employee or employees of the Authority and in such manner as shall
from fi " ^ to time be determined by the fiscal resolution of the Boar ^�
Dir-eeteFs.
2. 12 DEPOSITS
=All funds of the Authority shall be deposited From time to time to its
credit, and pursuarit to law, in such bank or banks as the Board of
Directors 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.
Annually, on or before the first day of February of each year-, and Nvithin
thirty (30) clays following any change, the Authority shall file with the
Division of Local Government the name of the agent for service of process
on ffie Aut4a-rit�z and 04e address of its pr-ineipal place of business.
3 . 0 GENERAL POWERS
=The general powers of the Authority shall include the following powers:
(i) ELECTRIC ENERGY
=To develop electric energy resources and related services, and produce,
purchase, and transmit electric energy, in whole or in part, for the benefit
of the inhabitants of the Municipalities.
(ii) CONTRACTS
=To make and enter contracts of every kind with the Municipalities, the
United States, any state or political subdivision thereof, and any
Organic Contract Amended and Restated 05 / 12/ 2010
Page 18 of 23
individual, firm, association, partnership, corporation or any other
organization of any kind.
(iii) AGENTS AND EMPLOYEES : To n4p � z agents anj 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.
(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
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Page 19 of 23
limitation, to buy, lease, construct, appropriate, contract for, invest in,
and otherwise acquire, and to own, hold, maintain, equip, operate,
manage, improve, develop, mortgage, and deal in and with, and to sell,
lease, exchange, transfer, convey and otherwise dispose of and to
mortgage, pledge, hypothecate and otherwise encumber real and
personal property of every kind, tangible and intangible.
(vi) CONDEMNATION
=To condemn property for public use, if such property is not owned by
any public utility and devoted to such public use pursuant to state
authority.
(vii) DEBT
=To incur debts, liabilities, or obligations and to borrow money and, from
time to time, to make, accept, endorse, execute, issue, and deliver bonds,
debentures, promissory notes, bills of exchange, and other obligations of
the Authority for monies borrowed or in payment for property acquired
or for any of the other purposes of the Authority, and to secure the
payment of any such obligations by mortgage, pledge, deed, indenture,
agreement, or other collateral instrument, or by other lien upon,
assignment of, or agreement in regard to, all or any part of the properties,
rights, assets, contracts, easements, revenues, and privileges of the
Authority wherever situated.
(viii) LITIGATION: To sue and be sued i its ow r , m ^
To sue and be sued in its own name.
(ix) SEAL
=To have and to use a corporate seal.
(x) RATES
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Page 20 of 23
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, thro /ugl1h, or by means
11 means of an agent, , or indepen
1 l f
Eontfactof
States of any state or-
ifieal
division
or by contracts with any person, firm, corporation or governmental
enti
(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,
Organic Contract Amended and Restated 05 / 12/ 2010
Page 21 of 23
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 1973 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 AUT14ORITY 1S SUCCESSORt The Authority is the successor to the Platte River
Power Authority, profit corporation of theState of Color-ado, whose corporate
existence has been terminated, and as such successor- the Authority shall hold all rights,
interests, privileges, and properties of. and shall assume all obligations of-, such non
r r
8.07. 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.
9.08.0 NOTICES
=Any formal notice, demand, or request provided for in this Contract shall be in
writing and shall be deemed properly served, given, or made if delivered in
person or sent by registered or certified mail, postage prepaid, to the persons
specified below:
Organic Contract Amended and Restated 05 / 12/ 2010
Page 22 of 23
Town of Estes Park, Colorado
c / o Assista Town Administrator
P. O . Box 1200
Estes Park, Colorado 80517
City of Fort Collins, Colorado
c/ o Utilities General
ManagerExecutive Director
P.O. Box 580
Fort Collins, Colorado 80522
City of Longmont, Colorado
c/ o Director of Electric an Telecor anunic' tiens UtilitiesLongmont
Power & Communications
1100 South Sherman
Longmont, Colorado 80501
City of Loveland, Colorado
c/ o Water and Power Director
200 North Wilson
Loveland, Colorado 80537
10:09.0 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.
14-.010.0 DUPLICATE ORIGINALS
Organic Contract Amended and Restated 05 / 12/ 2010
Page 23 of 23
=This Contract may be executed in several counterparts, each of which will be an
original but all of which together shall constitute one and the same instrument.
Organic Contract Amended and Restated 05 / 12/ 2010
Page 24 of 23
2-3
IN WITNESS WHEREOF, the Municipalities have caused this Contract, as amended, to
be executed as of the _47s, day of ittly, 1998 .
Organic Contract Amended and Restated 05 / 12/ 2010
Page 25 of 23
23
AA TrrrTIEST:
Town Clerk
ATTEST:
City Qer-
AA TrrrTEST:
City Cler
Qt�z Qe-rk
Organic Contract Amended and Restated 05 / 12/ 2010
Page 26 of 23
23
, 2010 .
TOWN OF ESTES PARK, COLORADO
Town Clerk
By:
Mayor
ATTEST:
CITY OF FORT COLLINS, COLORADO
City Clerk
By:
Mayor
ATTEST:
CITY OF LONGMONT, COLORADO
City Clerk
By:
Mayor
ATTEST:
CITY OF LOVELAND, COLORADO
City Clerk
By:
Mayor
ATTEST:
Organic Contract Amended and Restated 05 / 12/ 2010
Page 27 of 23
ATTACHMENT 3
AMENDED CONTRACT FOR THE SUPPLY OF ELECTRIC POWER AND ENERGY
This contract, made this 47st day of 11± 9 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!ly,."�
WITNESSETH:
WHEREAS, Platte River ,was formed by Estes Park, For
Collins, Longmont and maintai Loveland (hereinafter collectively called "Municipalities") in
order to provide the wholesale power and energy requirements of the Municipalities in a
reliable, cost-effective, and environmentally responsible manner; and
WHEREAS, Platte River, owns, operates, and maintains electric generating
plantsfacilities, transmission lines, substations, and related facilities a0d to ptffe4
other-wise obtain electrw d. energy for the purpose, among others,- of supplying electric
power and energy to iepalthe electric systems owned and operated by the Municipalities
for resale; and
WHEREAS, Platte River has heretofore entered into or will enter into agreements for the
sale of electric power and energy similar in form to this Agreement with ; cipal fies
operating electric systems (which municipalities are hereinafter colleetively called
" ;the cities of Estes Park, Longmont, and Loveland; and
WHEREAS, this Agreement replaces the Transmission Facilities Agreement between
Platte River and Fort Collins, dated February 22, 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 Energy
Fort Collins Power Supply AAgreement Amended and Restated 05 / 12 / 2010
Page 1 of 11
(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 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 maygenerate power and energy for its own
use from any newresource(s) owned and operated by Fort Collins provided that the
total rated capacity of all such new generation is no greater than 1,000 kW or one percent of the
peak load of Fort Collins, whichever is greater, provided further that if Fort Collins develops
new generation resources of a total rated capacity as set forth above Platte River commits that it
will meet with Fort Collins to discuss in good faith an increase in the total rated capacity limit,
and (22) 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
be made at the -rate sche ulerates set eutforth in Attachment A-, attached hereto and made a par
hereof, or suchanie,, a ,, ents thereto as may fromthe Tariff Schedules of Platte River in effect at
the time the power and energy is furnished to time be made, as hereinafter pFovi 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 ralerates and on the terms and conditions set fort provided in Attachme
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
Fort Collins Power Supply Agreement Amended and Restated 05 / 12 / 2010
Page 2 of 11
utility customers during the term hereof, and the obligation to pay Platte River for all electric
power and energy furnished hereunder does not constitute a debt, liability, or obligation of Fort
Collins other than from its revenues to be received from the sale of electric power and energy to
its electric utility customers during the term hereof, and Fort Collins is not otherwise obligated
to pay such obligation.
(b) The Board of Directors of Platte River at such intervals as it shall deem
appropriate, but in any event not less frequently than once in each calendar year, shall review
the raterates for electric power and energy furnished hereunder and under similar agreements
with the other Municipalities and, if necessary, shall revise such rate so that ; , shal rates to
produce revenues which shall be sufficient, but only sufficient, with the revenues of Platte River
from all other sources,
(i) to meet the cost of operation and maintenance (including, without
limitation, fuel, replacements, insurance, taxes, fee, and administrative and
general overhead expense) of the electric generating plants, transmission
system, and related facilities of Platte River;
(ii) to meet the cost of any power and energy purchased for resale hereunder
by Platte River and the cost of transmission service;
(iii) to make payments of principal and interest on all indebtedness and
revenue bonds of Platte River and provide an earnings margin adequate to
enable Platte River to obtain revenue bond financing on favorable terms;
and
(iv) to provide for the establishment and maintenance of reasonable reserves.
(c) Platte River shall cause a notice in writing to be given to each Municipality to
which it furnishes electric power and energy, which notice shall set out each proposed-revision
of the raterates 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 upon which the rate is proposed to be
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 raterates from time to time established
by the Board of Directors of Platte River shall be deemed to be substituted for the rate herein
provided in ates presently contained in the Tariff Schedules and agrees to pay
Fort Collins Power Supply AAgreement Amended and Restated 05 / 12 / 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 raterates.
Article 3: Covenants of Platte River
(a) Platte River shall use reasonable diligence to furnish a constant and uninterrupted
supply of electric power and energy hereunder. If the supply of electric power and energy shall
fail, or be interrupted, or become defective through uncontrollable forces, as defined herein,
Platte River shall not be liable for any claim or damages caused thereby.
(a)JbIAfter first satisfying the electric power and energy requirements of all
Municipalities to which it furnishes electric power and energy, as such requirements are
est-ahlisk^a f+om time to time, Platte River s4a4lmay, in its sole discretion, market and dispose
of, under the most economically advantageous terms and conditions obtainable, any and 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.
(b) Platte River shall use reasonable diligence to fuTFdshaeonstant and uninterrupted
supply of electric poNver and energy her-eunde.r. if the supply of electric poNver and energy shall.
fail, or be interrupted, or become defective through uncontrollable forces as defined in the
General PoNver Gentract Provisions, Attachment B, attached hereto and made a part hereo.f.
Platte River shall not be liable therefoF or for damages caused thereby-;
(c) Platte River shall carry out the planning, design, construction, and operating
decisions associated with the performance of its obligations under this Agreement in an
environmentally responsible manner.
Article 4: Covenants of 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'^'�'sCollins ' 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.
Fort Collins Power Supply AAgreement Amended and Restated 05 / 12 / 2010
Pale 4 of 11
(b) Fort Collins shall not sell at wholesale any of the electric energy delivered to it
hereunder to any of its customers for resale by that customer, unless such resale is specifically
approved in writing by Platte River.
(c) Fort Collins acknowledges that it is familiar with the provision of Platte River' s
contract with the United St-a-tesWestern Area Power Administration , which requires, as a
condition of the purchase of federally generated power pufs„ ant to st* ea+4 that Platte
River make availablethe benefits thereof t the Municipalities at fair and reasonable terms an
at the loyvVest possible rates eonsiste comply with certain
provisions of the "General Power Contract Provisions," which is attached hereto as Attachment
A. Fort Collins further- acknowledges its compliance obligations under the General Power
Contract Provisions, as that Platte Rive 4as eneo gaged ocument presently exists and as it to
implementmay be modified in the distribution principles of said provision and agirees to do
sefuture .
Article 5: Conditions of Delivery of Power and Energy
(a) The electric power and energy to be furnished by Platte River shall be alternating
current, sixty (60) hertz, three-phase, subject to conditions of delivery and measurement as
hereinafter provided and in the Tariff Schedules.
(b) The points of delivery, delivery voltage, and other conditions of servic ��XT�J � CX
Responsibilities for the facilities through which
electric power and energy shall be in accordance Nvith the Service Specificatwinsis delivered are
set forth in Attachment CBC of this Agreement, attached hereto and made a part hereof,—as
amended by the Par-ties from time to time. .
(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.
Fort Collins Power Supply AAgreement Amended and Restated 05 / 12 / 2010
Page 5 of 11
(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.
(f) Fort Collins shall give Platte River at least two years written notice of the need to
increase the capacity of an existing transmission point of delivery or the need for a new
transmission point of delivery. If new transmission is required, Fort Collins shall give Platte
River at least four years written notice. The notice shall specify the amount of additional or new
capacity, the new transmission required, and the desired initial date of its operation. Platte
River shall, within sixty (60) days after receipt of such notice, and on the basis of the best
information available to Platte River from system plans and load projections for Fort Collins,
inform Fort Collins in writing of Platte River' s plans and schedules with respect to the supply of
the additional capacity requested by Fort Collins, and shall thereafter keep Fort Collins
informed of Platte River' s progress in supplying such additional capacity. Any written notice
requesting additional capacity at an existing point of delivery or the establishment of a new
point of delivery shall provide to Platte River any and all authority necessary for its facilities to
occupy the property of Fort Collins during the period in which that point of delivery is used by
Platte River for the delivery of power and energy
(g) If Fort Collins requires the construction of a 115 kV or 230 kV transmission line for
additional service where such line is a tap or radial line over which energy can flow in only one
direction, as distinguished from a system line over which energy can flow in either direction,
then ownership, operation, and maintenance of such 115 kV or 230 kV transmission line will be
undertaken by Platte River pursuant to a separate agreement with Fort Collins which provides
for an appropriate sharing of the annual costs of ownership and operations of such line for as
long as such energy flow and delivery conditions prevail.
Article 6: Consultation on System Planning
(a) At least once each year, on or before July 1, Platte River shall consult Fort Collins
concerning its requirements for transmission facilities to effect delivery of power and energy by
Platte River. The date for such annual consultation shall be set by greement of the Parties .
Fort Collins Power Supply AAgreement Amended and Restated 05 / 12 / 2010
Page 6 of 11
(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 t�pply Fort
Collins, will take into account Fort Collins' long-range distribution requirements and costs and
the long-range costs and benefits of alternative service plans . Platte River's annual system plan
shall include appropriate load flow and stability studies and a copy thereof shall be furnished to
Fort Collins if requested.
Article 7: Measurement of Power and Energy
(a) Metering equipment shall be furnished, installed, and maintained by Platte River
at each point of delivery to Fort Collins at the low voltage side of the transforming equipment
located thereat 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 schedule i Attachment ^ Tariff Schedule or as otherwise agreed by the Parties.
Article 7-.8: Meter Readings and Payment of Bills
(a) Platte River shall read meters and invoice Fort Collins for power and energy
furnished hereunder at approximately monthly intervals. Such invoices shall be due and
payable to Platte River within fifteen (15) days from date of issuance and shall become
delinquent thereafter.
(b) If Fort r'^'�' sCollins' monthly bill becomes delinquent, late charges at the rate of
a one and one-half percent (1-1h1h % ) 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 AAgreement Amended and Restated 05 / 12 / 2010
Page 7 of 11
Article 8.9: 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
r'^1�' sCollins' request. The cost of all tests shall be borne by Platte River; provided, however,
that if any special meter test made at Fort Col�sCollins' request shall disclose that the meters
are recording accurately, Fort Collins shall reimburse Platte River for the cost of such test.
Meters registering within two percent (2 % ) above or below normal shall be deemed to be
accurate.
(b) The readings of any meter which are disclosed by test to be inaccurate shall be
corrected from the beginning of the monthly billing period immediately preceding the billing
period during which the test was made; provided, that no correction shall be made for a longer
period than such inaccuracy is determined by Platte River to have existed . If a meter fails to
register, the electric power and energy delivered during such period of failure shall, for billing
purposes, be estimated by Platte River from the best information available.
(c) Platte River shall notify Fort Collins in advance of any meter reading or test so that
Fort Collins''sCollins' representative may be present at such meter reading or test.
Article 9:10 : Right of Occupancy and Access
Both Parties shall have a revocable license to occupy the property of the other Party
necessary to deliver and receive power and energy under this Agreement as described in
Attachment B. Duly authorized representatives of either Party herete shall be permitted to
enter the premises of the other Party hereto at all reasonable times in order to carry out the
provisions hereefof this Agreement and those described in Attachment B .
Article 'I 0: Attachments.
The rate schedule for poweF and energy (Attachment A), the General Power Contract
Provisions (Attachment B), a+id Ow , v specifications appheable to FeFt Collins (Attae4awnt
Q, all as amended from time to time pursuant to this A.9reement, aFe annexed hereto and
inEor-por-ated herein. As used in suc-14 attaEhments, the term "Seller-2 sl4all mean Pl.atte River- an
the term "Participant" hall mean Fort Collins .
rrzxicarrry r�cvzrizrs
Fort Collins Power Supply Agreement Amended and Restated 05 / 12 / 2010
Page 8 of 11
YZ
Article 11 : Uncontrollable Forces
Neither Party to this Agreement shall be considered to be in default in performance of
any of its obligations, except the agreement to make payment, when a failure of performance
shall be due to an uncontrollable force. The term "uncontrollable force' means any cause
beyond the control of the Party affected, including but not restricted to, failure of or threat of
failure of facilities, flood, earthquake, storm, fire, lightning, epidemic, war, riot, civil
disturbance or disobedience, labor dispute, labor or material shortage, sabotage, restraint by
court order or public authority and action or inaction by, or failure to obtain the necessary
authorization or approvals from, any governmental agency or authority, which by the exercise
of due diligence such Party could not reasonably have been expected to avoid and which by
exercise of due diligence it shall be unable to overcome. Nothing contained herein shall require
a Party to settle any strike or labor dispute in which it may be involved . Either Party rendered
unable to fulfill any of its obligations under this Agreement by reason of an uncontrollable force
shall give prompt written notice of such fact, if reasonable to do so, to the other Party and shall
exercise due diligence to remove such inability with all reasonable dispatch.
Article 12: Enforceability
The Parties hereto recognize that there are legal constraints imposed upon them by the
constitution, statutes, and rules and regulations of the State of Colorado and of the United
States, and imposed upon them by their respective governing statutes, charters, ordinances,
rules and regulations, and that, subject to such constraints, the Parties intend to carry out the
terms and conditions of this Agreement. Notwithstanding any other provision of this
Agreement to the contrary, in no event shall either of the Parties exercise any power or take any
action which shall be prohibited by applicable law. Whenever possible, each provision of this
Agreement shall be interpreted in such a manner so as to be effective and valid under
applicable law.
Article 13 : Term of Agreement
(a) This Agreement shall become effective when executed by both Parties, and shall
amend and supersede the existing Contract for the Supply of Electric Power and Energy
Fort Collins Power Supply AAgreement Amended and Restated 05 / 12 / 2010
Page 9 of 11
between Platte River and Fort Collins, dated " '�31, '��July 1 , 1998 . This Agreement shall
remain in effect until December 31, 20402050, and thereafter until terminated by either Party
following not less than six-(6twelve (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.
Article 12-.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 1�15: Severability
In the event that any of the terms, covenants, or conditions of this Agreement or their
application shall be held invalid as to any person or circumstance by any Court having
jurisdiction, the remainder of this Agreement and the application of its terms, covenants, or
conditions to such persons or circumstances shall not be affected thereby.
Fort Collins Power Supply AAgreement Amended and Restated 05 / 12 / 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.
ATTEST.: By :
General Manager
93f� ATTEST:
PLATTE RIVER POWER AUTHORITY: By.
City Glerk Secretary
CITY OF FORT COLLINS: ATTEST:
By:
Maw City Clerk
Fort Collins Power Supply AAgreement Amended and Restated 05 / 12 / 2010
Pale 11 of 11
ATTACHMENT A Efti1vo September 1 , 2007
W'ESIERN AREAPOWGR ADMIMSTRATION
GENERAL POWM CONTRACT PROVISIONS P�
I APPLICAIITUTY.
1 Appuma city . , . .. . . I I I .. 4 1 . . . . 1
II . DMAVERY OF SI?RWCE PROWSIONS_
2 Cbaractor ofScrvico 1
3 Use of Capacity or F.acrgy in Ezcasa of Contract Obhgallon . 1
4 Contlrtnity of Service. . . . . 1. . . . . . . „ . . . . , i
5 Multiple Poinu at' Dcllvery . 1. . I IZ
6 Mctarfag . ... . .. . . . q . . lee 2
7 Utist=A of'Transmission Service Contrast 3
8 Conditions of rrsnsrniulon Servtco I I . . , 1 , . 3
9 , Multiple Yolnta of Delivery Involving Dimt and Indite:t Doliverias 3
10 , ConsDvction, OperuUan, and Malntonanco ofContwolor's Power System 34
f
III RAMS , BILLING, AND PAYMENT PROVI310NS.
11 Chanp of RaW . . . . .•. . . d 1. 1 ,
12. M nirnam Saasanal or Animal Capacity Charge . . P I L , , 4
13 Billing and Paytnant . . 4 .. .. . . , Ill . 1 4 .5 Li
.
14 Nonpayment ofBills In Full When Due . . 5
15 Adjustrnenty for Encaona181Uing Period ,. 5
16• Adjustments for Curtailments to Pitm Stivice 3.6
IV . POWER 9ALZ3 PROVMONS,
I I Reaale of Firm Eloctric Service (Wholesale Sales for Rcsalo) . _ b
18 Distribution Principles , . . 11 be . . . P 6
19 Contrwi Subject to Colorado River Compact 6
V FACILIIIES FROVISIONS.
20 Design Approval _ , &7
ce
21 ImpectionaMAcceptan y . . f
Z2 As-Built DmwinV ' 1
23. Equipment Ownership Markers .
7 ,
24 'Third Party Use of Facilities ... . . . . . 0 , 7 '.
25. Mangos to Wcsttan Control Facilities 7-8
26 Modiltcation of Western Facilities
27 Tranantfaslon Rights :. . . .. . B
28 , Con3imction and Safety Proccdures 8-9 '
29 Fnvirvtmsental Complimrcc . . ... . . , 0 1 0 9
30 RCspousblHty for kcgnlatcd ]&Wriale . 9
s
V1 OTSER PROVISIONS .
31 Authorizad R.epresentetives of the Parties 9
32 Effect of Sect!onHoadings 10 ,
33 Opemang GWdcl nes and Pmccdwcs 10
10 i
34 , Umantmtlable Forces . •
35 Lility . . 10
iab
36 CooparadonofContrectingPattle3 . . . 1041
i
37 Itunsfar of Intorwt In the Con=t or Change hn Prafeencc Statue . , ., . I I
38 Choice of Law and Forum I I . . 12
39. Waivers V 12
40 , Notictt . _ . 12
41 ConUngcnl Upon Apprapriations and Authorization 12
42 Covenant Against Contingent Foes V 12 '
43 Contract Wofk N oun rend Safety Standards _ 17
44 . EpolOppattsuuty .TmploymcntPIactkas . 13
45 , Use ot'Convict Labor . .. .. ... . . 13
' Legal CI tion Revised Sc CrVrnt r 1 , 2007 !
t
Sifi'OWN* Septcmbcr I , 2007
WESTERN AREA POWER ADMINISTRATION
GBNI3RAL POWER CONI R4CT FROVISIQNS
I . A.PPLICABUXrY.
1 Api2ticabifity.
1 . 1 These General Power Contract Provisions (Provisions) shall be a pall of the contract to
AM they are attached . Trr the event these Provisions differ from requirements of' thc contract, specific terms
set forth in the contract shall prevail
1 ..2 If the Contractor has member utilities which arc either dirratly or indirectly receiving
benefits fmm the contract, then the Contractor shall require such members to comply with Provisions 10, 17,
18 , ] h, 29, 30, 36, 431 44, and AS of these General Power Contract provisions
if DELIVMY OIL SERVICE PROVISIONS,
2 . Charar<tcr of SSuRvica.
Electric energy supplied or transmitted under the contract will be three-phase, alternating current,
at a nominal fruluenoy of sixty (40) heriz (cycles per swond).
3 Use aE Canaeitxor fineM in Excess of Contract Qbli ag won.
The Contractor is not entitled to use Federal power, energy, or capacity in amounts greater than
the Wostan contract delivery obligation In effect for each type of service provided for in the contract except
with the approval of Western Unauthorized overruns of contmot delivery obligations shall be subject to
cNugm specified to the contrvcl or lire applicable race schedules . Overturns shall not establish any continuing
right thereto and the Contractor shall cease any ovemurs when requested by Westem, or in the case of
authorized ovemm, when the approval expires, wlrichever occurs first. Nothing in the contract shall obligate
Western to increase any delivery obligation, If additional power , energy, or capaoity is not available from
Western, the responsibility fbi- securing additloml power, energy, or capacity shall rest wholly with the
Contra=.
4 , Conti ofScrvlcc.
Electric service will be supplied or transmitted continuously except for; (1 ) f1mmmions,
interruptions, or reductions duo to uncontrollable foroes, ns defined in Provision 34 (Unconitvllable Fort)
heraln, (2) fluctuations,- intrmVfleas, or reductions due to oporution of devices installed fbr power system
protectian; and (3) temporary fluctuations, intenuptions, of reductions, which, In the opinion of the party
supplying the service, ato nccesaary or desirable for the purposes of maintenance, repairs, replacements,
installation of" equipment, or investigation and inspection . The party supplying service, cxcopt in case of
=agency, w411 give the party to whom service Is being provided rcasonsble advance notice of sucb
temporary interruptions of teductions and will remove the cause thereof with diligence
i
i
, 1
I
I
I j
1!
,
i
Eflectivo Soptomber I , 2007
� Multiple PoiAts of 17siivery.
When electric servlce fa supplied at or trangmittod to two or more points of deUvezy under the same
rate schedule, said r ate schedule shall apply separately to the service supplied at or- t1wmirdtted to each point of
dellveryf,, rovid That where the meter readings are con during
considered separately, and abnormal conditions, the
Conbutor's system is lttterconnected between points of delivery such that duplication of metered power is
possible the meter readings at each affected point of delivery will be a�justcd to compensate for duplication of
power demand to=ded by metemx at alternate points of delivery due to abnormal conditions which are beyond the
Contractor's control or temporary conditions caused by scheduled outages
61r1g,
61 Tho total electric power and cneW supplied or transmitted under the urnlracd will be
measured by motoring equipment to be furnished and maintained by Western, a designated topresontative of
Wostern, 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 Conlrrrctor shall ensure that the metering equipment
complies with applicable metering policies establisltcd by Western
62 Meters shall be secured by appropriate security measures and metets shall not be accessed
except when the meters amps to be inspected, tested, adjusted, or repaired Representatives of affected parties shall
be afforded reasonable opportunity to be present upon such occasions. Metering equipment shall be inspected and
tested each year by the party responsible for meter maintenance, unless a different test interval is daterrnined in
acoordance with good utility practices by an applicable regional metering policy, or as agreed upon by the parties.
Motors shall also be tested at any reasonable time upon request by a party hereto, or by an affected supplcrmntal
power supplier, transmission agent, or control area operator. Any Inctering aqufprncrmt found to be damaged ,
defective, or inaccumto shall be repaired and readjusted or replaced by the party responsibly for Meter Ir nlenance
as soon as pi acticable . Meters tbund with scczuity breaches shall be tested for tampering and, if appropriate, meter
readings shall be adjusted by Westean ptusuant to Provision 6 3 below I
6.3 Bxcept as otherwise provided in provision 6 4 hereof, should any meter that is used by
Western for billing at other accounting purposes fail to tvglsitmr accurately, the eleclri¢ pVwar and energy supplied 1
or transuritted during the pciiod of failure to register accurately, shall, for billing purposes, be estimate! by
Western from tho best available Information
6 .4 If inspections and tests of a meter used by Western for billing or other accounting purposes
disclose an error exceeding 2 percent, or a Iesser ramtga in anon as agreed upon by the parties, !lien a correction
based upon the mace uacy found shall be made to the service records for the period of inaccuracy as determined by
Western. Irthe poriod of inaccuracy cannot be determined, the inaccuracy shall be assumed to have existed during
the entire monthly bluing pmiod immediately preceding the billing period in which the inspection or test was made
and the resulting correction shall be made acootdingly , l
6.5 ,Any eorrcotion in billing or other accounting inform;ition that results from a collection in
meter records shall be made in a subsequent monthly bill renderer! by Westem to the Contractor. Payment of such f
bill shall constitute Nil adjustment of any claim between taro parties arising out of inaccurutc rstetcmu:g equipment r
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Effbotivo September 1 , 2007
7 , fvtiStenre of Ttansnrissior�Sg icon
If the contract provides fbr Western to furnish services trying the facilities of a third party, the
obligation of Westom shall be aubjcct to and contingent upon tire existence of a transmission service contract
granting Western rights to use such facilities , If Western acquires or eorizucts facilities which would enable it to
furnish diroct scr I to the Contractor, Western, at its option, may Ibnrish service over Its own diicitities
B - $�nditiontt o ' jf�,iltLm_.i ?io orv'raa.
8 . 1 When the electric service under the eormact is ftmrlshed by Western over the facilites of
others by virtuo of a transmission sealvico atran$oment, the power and energy will be furnished at the voltage
available and under tho conditions which exist fl-om time to time on the transmission system over whiah the
service is supplied
82 Unless otherwise provided in the contract of applicable into sehcdule, the Contractor shall
maintain a power factor at each point of delivery riven Westotn 's transmission agont as roquitod by the
transmission agent
83 Weston will endeavor to Inform the Contractor Edam lime to time of any changes planned or
proposed on the system over which the service is supplied, but the costa of airy changes made necessury in the
Contractor' s system, because ofciranges or conditions on the systern over which the service Is supplied, shall not
be a charge against or a liability oMcstern .
8 .4 11 the Contractor, because of changes or conditions on the system over which service under
the contract is supplied, is requited to matte changes on Its system at its own cxponso in order to continue receiving
service under the contract, then the Contractor may tetininute service under the contract upon not less than sixty
(60) days written notice given to Western pilot to making such changes, but not thereafter_
85 If Western notifies the Contractor that electric service provided for• under the contract cannot
be delivered to the Contractor because of an insufficiency of capacity available to 'Western in the facilities of
ethers over which service under the contract is supplied, then the Contractor may terminate scsvice under tho
contract upon not loss than sixty (60) days written notice given to Weston prior to the date on which said capacity
ceases to be available to Wostern, but not thereafter
9. Multle points of Delivers lnvolvinrabirect an Indirect Deliveries,
When Western has provided line and substation capacity undet the contract for the purpose of
delivering electric service diroctly to the Contractor at specified direct points of delivery and also has agreed to
absorb transinisslon service allowance or discounts for deliveries of energy over other systcm(s) to Indirect points
of dWiva y and the Contractor shifts any of its load served under the contract from direct delivcsy 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 tic direct delivery points affected is (ally utilised . ;
10 Constttie o i era ion and Mafaten fQqntmctog 's Power Systaw;
The Contractor well, and, if applicable, shall require each of Its members of transtnisslon agents to
eort 4uct, operate, and maintain its power system in a manner which, as determinod by Western, will not intcrforc S
with the operation of the system of Western cri•ts bansrnission agents over which electric services are furnished to
the Contractor under the contract, and In a manner which will coordinate with the protective rolaying and other
proteetive arrangements of the syswn(s) of Western or Western'a transmission agents Western may reduce or
L'ft'eodve Septomber 1 , 2007
discontinue ttuaishing sorvices to the Contactor if, after notico by Western, the Contractor fails or reflases to make
such chanps as may be necessary to eliminate an unsatisfactory conditlon on the Contractor's power systern
which is determined by Western to interfere sigrtlftcandy under current or probable condlUons with any service
supplied from the power system of Western or from the power system of a lranimission agent of Western Such a
reduction ar discontinuance of service will not relieve the Contractor of liability far any minimum charges
provided rot in the contract during the time said sorvicm ase reducod or disoontinued Nothing in this Provision
shall be construed to render Western liablo in any manner for any claims, demands, costs, losses, causes of action,
damages, of liability of any kind or nature arising out of of resulting from the construalion, operation, or
maintanarroa ofthe Contractor ' s power system
M RAC, AII.)<Jl'NC, AND PA'YlY);>41VT (PROVISIONS,
11 e o i'
Rates applicable under tho eontrnot shall be subject to change by Western in accordance with
appropriate rate adjustment procedures , if at any time the 'Unitod .States promulgates a rate changing a we then in
effect under the contract, it will prcrrnptly notify the Contractor thereof Rates shall become cffrrctivo as to the
contract as of the effective date of such rate . The Contractor, by writton notice to Westem within ninety (90) days
aft the effective date of o rate change, may cleat to terminate the service billed by Westorn under the now rate .
Said termination shall be effective on the last day of the billing period requested by the Conaaclor not later than
two (2) years Aer the effective date of the new rats . Service provided by Weston sho.11 be paid for at the now rate
rogardleas of whether the Contractor exercises tho option to terminato service
12 um r, o 13 A Canac'rty Chm-
Whets the rate in affect under the contract provides for it minimum seasonal or annual capacity
charge, a statement of tho minimum capacity charge due, if any, shall be included in the bill mndcrvd for service
for the last billing period of tho svvfce season or contract yoar as appropriate, adjusted for increases or docrcases
in the contract rate of delivery and for the number of billing periods during the yoar or season in which service is
not provided Where multiple points of delivery are involved and the oanitact rate of delivery is stated to be a
maximum aggrcgr� rate of delivery for all points, Gt dotc"Inining the minimum scasoxW or annual capacity Charge
due, if any, the monthly capacity charges at the individual points ofdelivery shall be added together
13 . Bilffns and Pan"
13 , 1 Western will normally issue bills to the Contractor for seavices furnished during the
preceding month within tcn ( 10) days alter the end of the billing period
132 If Weston is unablo to Issue dmefy monthly bill(s). Western may elect to render estimated
bill(s) . Such estimated bill(s) shall be subject to the some Payment pmvisiona as final bill(s), hnd any applicable
adjustrr=ts will be shown on a subsequent montltly bill.
133 Payments of bills issued by Western ary duo and payable by the Contractor before the close
of business on the twentleth (20th) calendar day after the date of Issuance of each bill or the next business day
thereafter if said day 14 a Saturday, Sunday, or Bedcral holiday Bills shall be wnsidered paid when payment is
received by Western . Bills will be paid electronically or via the Automated Clearing House method of payment
unless a wrlam request to make payments by rrrall is submitted by the Contractot and approved by Wostern
Should Western agree to accept paymcnis by ' mail, these payments will be accepted as timely and without
assessment of the chMe provided for in Provision 14 (Nonpayment of Bills in Full When Due) i f a United Slatod
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Peg OLT= first class mail postmark indicates the payment was mailed at least tlrreo (3) calendar days before the
due date
13. 4 The parties agree that net billing procetl= will be used for payments dire Western by the
Contractor and for payments due the Contractor by Westorn for the sale or exchange of electric power and energy,
use of transmission facilities, operation and maintenance of electric facilities, and othor services Payments duo
one party in any month shall bo offset against payments due the other patty in such month, and the resulting net
balance shall be paid to the party in whosa favor such balance exists : 71he parties shall exchange such reports and
information that either party requu-cs forbilling purposes. Net billing shall not be used for any amounts due widvh
an In disputa
14 . Nonpayment of' Bills in Pull When Due,
141 Bills not paid in full by the Contractor by the due data 6peelfled in Provision 13 (Billing and
Payrnetrt) hereof shall bear a charge of five hundredths percent (0 M) of the principal sum unpaid for each day
payment is delinquent, to be added until the arnount due Is paid in frill Westem will also assess a fee of twenty-
frve dollars ($23 00) fbr processing a late payment . Payments received will first be appliad to the, uharges for late
payment assessed on the princlpal and then to payment of the principal
14.2 Western shall have the right, upon not less than frftoeoit ( 15) days advance written notice, to
discontinue furnishing the services specified in the Contract for nonpayment of bills in full when due, and to refuse
to resume such services so long as any part of the amount due remains unpaid Such a discontinuance of service
will not relieve the Contractor of liability for minimum charges during the time service is so discontinued The
rights reserved to Western heroin steal! bo in addition to all other remedies available to Western eitherby law or In
equity, for the broach of any of the terms hereof.
15 A._diu!! l forPrneti al i ins t rod , j
The demand or capacity charge and minimum oharges shall each be proportionately adjusted when '
fractional billing psaiods are applicable under this contract A fractional billing period can occur. 1 ) at the t
begirming or end of electric service; 2) at the beginning or end of irrigation pumping service each year; 3) for a
fractional billing period - under a new rate schedule; or 4) for fractional periods duo to withdrawals of electric
services_ The adjustment will be made based on the ratio of the number of hours that elecuic service Is available I
to the Contractor in such fzactional billing period, to the Iota! number of hours in the billing period involved
Energy billing shall not be afT'ected by f1maionatl billing periods .
16 Ad 'ustmen ' r Cu n to (Firm Servfeo
161 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 cutuilrrreut of vlecuie service Is due to a request by the Continctor or a
discontinuance of alectria service by Western pursuant to Provision 14 (Nonpayment of Bats tat Pull When Duce)
For purposes of billing adjustments under this Provision, the tam power system of the United States shall include
transm.W[on kacilitfcs used wader contract but not owned by the United States
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162 The total number of hours of curtailed firm clectric service in any billing period shall be t
dctamined by adding: ( i ) the sum of the number of hours of Interrupted electric service to (2) the product, of each i
reduction, of: the number ref hours reduced electric service and the percentage by which electric service was
reduced below tho delivery obligation of Wcar m 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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the total number of houre of el conic service deternrincd to knave been curtailed bears to tho total number of hours in
the billing period Involved
163 I he contractor shall wake written claim within thirty (30) days alta receiving the monthly
bill, for adjustment on Reccunt of any curtailment of firm eleclrfe service, fez periods of one ( 1 ) hour or longer in
duration each, alleged to have ooc= ed that is not reflected In said bill . Failure to make such written claim, within
said th#ttyday (3t1-day) period, shall constitute a waiver of Wd claim. All curtailments ofelectric service, which
arty due to conditions on the power system of the United States, shall be subject to the tenets of this Prevision;
Pravlded, That withdrawal of power and onergyuuder the wrivact shall not be considefcd a curtailment of elocu is
service
N. POWER SAFES PROVISIONS,
17 R ylc rc � pf Firm NcQlii�,Servico (Wholesale Sales for _lZ,esalel,
The Contractor shall not sell any firm electric powa' or energy supplied under the cotttact to any
electric utility customer, of the Contractor for resalo by that utility customer, P y&A, I'hBt the Contractor- may
sell the alnuic power and energy supplied under the contract to its members on condition that said membcns not
sell any of said power and energy to any customer of the mamber for t'esale by that custarrim
16 DisuibsLton Ptncioles,
The Contractor agr#eos that t4c benefits of firm electric powor or energy supplied under the contract
shall be made available to Its consumers at rates that are established at the lowest possible level conslstent with
sound business ptlaciplos, and that these rates will be established in an open and public manner The Cantrnatot
further agrees that it will identify the costs of firm eiectrie powct at energy supplied under the contract and power
ibom other sources to its eonsumcas upon request The Contractor will demonstrate compliance with the
mqui:t=cnts of this Provision to Western upon request
19. ontr>sct Subiect to Colorado RivcrComo ct,
Wharf the energy sold under the contract Is gerwated from waters of' the Colorado River aystern, thu
contract is made upon the express condition and with the express covenant that all rights under the contmol shall.
be subject to and controlled by the Colorado River Compact approved by Section 13 (a) of the Boulder Carryon
Project Act of Dox-mber 21 , 1928, 43 US C $§ 617a-o, and the parties to the contract shall observe and be
subject to and controlled by said Colorado River Compact in the construction, management, and operation of the }
darns, Mervo€rs, and powerplants from which electrical energy is to be fllrnisbed by Western to the Conttactor
under Cho contract, and in the storage, diversion, delivery, and use of water for the generation of cioddeal energy
to be delivered by Western to the Contractor under the contract .
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V I3'Acnxr ,S PROVISIONS*
20 esism Apnro%�Al .
All fWlities, construction, and installation by the Contractor pursuant to the cenuict shall be subject
to the approval of Western Facilities interoonnec6ons shall nomwily confbrm to Western's current "General 1
Requiremcants for Weruonnection,' in effect upon the signing of rho contract document providing for each
intercormection, copies of which are availablo from Western At least ninety (90) ditys, unless otherwise agreed ,
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effective Seplember 1 , 2047
prior to the date the Contnt= proposes to commence construction or to incur an obligation to purchasu facilities
to be insialled pursuant to the contract, whichever date Js the earlier, tho 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 of obligations to . putcfmse
facilities lnetutrd prior to recsipt of approval from Western Western reviow and approval of designs and
eonsttuetion work In no way implies that Western is certifying that the designs meet the Contractor's needs .
21 Inspection and Aacrrotanm
Western shall have the right to inspect the materials and work Barrtishad by the Contractor, its agents,
employees, and subcontractors pursuant to the contract. Such inspections shall be at rrnsortabJo limes at the work
aita Any materials or work that Western dr tetminos is defective or not In accordance with designs, drawings, and
spocificatioas, as approved by West=, shall be replaced or modified, as directed by Weston, at the sole expanse
of the Contsactor before the new facilities are energized
22 sQ�-Built T�rHwin>tis ,
Within a mmonable Hme, as determ'intxi by Western, after tine completion of constrwtion and
Installation of facifities pursuant to the contract, the Contractor shall submit to Western marked as•built prints of
all. Western drawings Occted by changes made pursuant to the contract and reproducible drawings the Contractor
has pitparcd showing facilities of Western The Contractor's drawings ol'Wcsrc:m faeillUes shall use drawing title
blocks, drawing numbers, and shall be pivpw ed in accordance with drafting standards all as approved by Wcs(c2n
Western may prepare; revise, or complete said drawings and bill the Contractot if the Contractor fails to provide
such drawings to Westem wields a roasonablo time as determined by Western
23 . )Rquinment Ownership Markers.
231 fhe Contractor shall idwtify all movable equipment and , to the extent agreed upon by the '.
parries, all other salvageable facilities constructed or installed on the United States tight-of-way or in Western ;
substations pursttatrt to the contract which tare owned by the Contiaetor , by permanently affixing thereto suitable
markers clearly identifying the Contractor m the owner of said equipment and lbci lities
232 If requested by the Contractor, Western shall identify all movable equipment and, to the
extent agreed upon by the parties, all other salvageablo facilities constructed or installed on the Contractor's ;
rightwof4ray or in the Contractor 's substations pursuant to the contract which tiro owned by the United States, by
permanently affixing thereto suitable markers clearly identifying the United States as the owner of said equipment
rmrd facilities
24 Third-FarlyUseofFacfltOcs,
x he Contractor shall notify Western of any proposed system cliange relating to the facilities governed
by the contract or allowing thir4atty use of the facilities governed by the contract If' Weslcin notifies the
Contractor that said system change will, as solely detarmined by Western, adversely affm the operation of
Western's system the Contractor shall, at no cost to Western, provido a solution to said adverse effect aeceptablo to
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25 , Chance to Western COVI FacilithEgy
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If at any time during the team of the coutiact, Western dclurmines that changes or additions to control,
relay, or communications facilities are necessary to maintain the reliability or coneml of Western' s iransmission
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!sf(b.ctive September 1 , 2007
system, and said changes or additions are entirely or partially required because of the Contractor 's equipment
installed under the contract, such changes or additions shall , alter consultation with the Contractor, be made by
Western with all costs or a proportionate sharp of all costs, as determined by Western, to die be paid by the
Contractor . Wcstem shall notify the Contractor in writing of tho neces uy changes or additions and the estimated
costs to be paid by tho Contractor. If the Contractor fails to pay its share of said estimated cusls, Western shall
have the right, Am giving sixty (60) days ' Mitten notice to the Contractor , to terminate the applicable facility
Installation provisions to the contrast and require the tvmoval of the Contractor' s facilitics
26 , MadMc:atlon otXM2Mj4oliities.
Western reserves the right, at any time, to modify its facilities . Western shall keep the Contractor
infarmrd of all planned modifications to Western facilities which impact the facilities installation pursuant to the
contract. Western shall permit the Contractor to change or modifyits fhcllltios, In a rrtannct satisfactory to and at
no cost or expense to Western, to retain the facilities Interconnection pursuant to the contract At the Cortttactor 's
option, Western shall coopetate with the Contractor in planning alteinate arrangernents for service which shall be
Implemented at no cost or expense to Western . The. Contraetor and Western shall modify Cite contract, as
necessay, to conform to the new facilities unangemertts ,
2� d,1��93�>!li Rirrhts.
rf the contract involves an installation which scctionalires a Western transmission line, the Conti actor
hereby agtees to provide a transmission path to Western across such sectionalizing facilities at no cost or oxp=se
to Westem. Said transmission path shall be at least equal, in terms of capacity and reliability, to the path in the
Weston transmissiau Huc prior to the installation pursuant to the contract ;
28 Eton a tgX proccclur�s
28 l The Contractor hereby acknowlodgos that it is aware of the hazards initcrent in high-voltage �
electric lines and substations, and hereby assumes full responsibility at aU times for the adoption and use of ;
necessary safety mensuras required to prevent accidental halm to personnel engaged in the construction,
inspection, testing, operation, rrralntemnce, roplacementt or rcrttoval acdvitses of the Contractor ptnsuant to the
contract . The Contractor and the authorized employees, agents, and subcontractors of the Contractor shall.cornply
with all applicable safety laws and building and construction codes, including rho provisions of Chapter 1 of the I
power System Operations Manual, entitled Power System Switching Procedure, and the occupational Safety and 3
Health Administration trogulatlons, Title 29 C P R. §§ 1910 and 1926, as amended or supplarrtented In addition to
the safety program requiral hervin, upon request of the United States, die Contractor shall provide sufT'tetent ;
information to dentonstrato that the Contrrtctor's safety program is satisfactory to the United States
282 The Contractor and its authorized employees, agents, and suVenAactors shall farnfliarizo t
themselves with the location and character of all 1lre transmission facilities of Western and interconnections of
others relating to the work performed by the Contraetor uazler the contract Prior to starting any canstruet'ton,
installation, or rerstoval work, the Conirndot shall submit a plan of proeedur a to Westem which shall indicate the ,
sequence and method orporfornring the work Ina safe manner No work shall be performed by the Contractor, its
ernployeo% agtnls, or subcontractors until wrltton authorization to proceed is obtained ftorn Western
28A At all times when the Contractor, its crnployeos, agents, of subcontmotors erc perfortning
activities ormy type pursuant to the conitaot, such activities shall be under supervision of a qualified employee,
agent, or subcontractor of the Contractor who shall bo authorized to icprrsent the Contractor in all matters
peruining to the activity being performed . The Contractor and Western will keep each other informed of lire
names of their deslgnated representatives at the site i
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284 Upon completion of its work, the Contractor shall remove from the vicinity of the right•oim
way of tho United States all buildings, rubbish, used materials, concrrte fortes, and other like material belonging to
the Contractor or used under the Comtiactor's direction, and in the event of (allure to der so the same may ba
mroved by Western at the expense of rho Contractor
29 .5 In the event the Contmetot , its ornployees, agcmts, or subcontraciors fail to comply with any
requirement of this Provision, or Provision 21 ftil ctionr and Acceptance) herein, Weston or an authorized
representativo may issue an order to stop all m any part of the work until such ti= as the Contractor demonattatm
compliance w€ih the provision at issue. The Contractor, Its employees, agents, o subcontmiors shall make no
clam for eompensatlon or damages resulting from such work stoppage
29 Environmental Gamnlianco,
Facilities in3tallod undo the contract by any party shall be ooninuctcd, operated, maintained,
rcplac cd, transported, and removed subject to compliance with all applicable laws, including but ml limited to the
National Historic Preservation Act of 1966, 16 U S .0 § § 470x-6, the National Envirownental Policy Act of 19699
42 U. S C. §§ 43214347, the Erndangered Species Act of 1973 , 16 U S .0 § § 153IV ] 544, and the Archaeological
Resow= Protection Act of 1979, 16 US C § § 470aa470mm, and the mgalatioas 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 RMansibility forRegp.)ated Matsui
When either party owns equipment coniaining regulated material located on the other patty 's
.substation, twitchyard, night-of way, or other property, the equipment owner shall bo msponsiblo for all activities
related to regulated mate €als in such equipment that are necessary to meet the t>rquiruments of the Toxic ;
Substances Control Act, 15 U S C . § § 2601 .2692 , the Resoumo Conservatlon and Rrcovery Act, 42 U S C § §
6901 -69921cr the Comprehensive Environmental Response, Compen3ati0q and Liability Act of 1980, 42 U S C § §
9601 .9675, the Oil Pollution Act of 1990, 33 U.S .C . § § 2702-2761, the Clown Water Act, 33 U -S C, §§ 125I . 13870
the Safe Dthking 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 cx€s ng of subsequert applicable laws, regulations,
and executive orders , Each party shall label its equipment conUdnting regulated material in accordance with
appropriate laws and regulations If the panty owtung the equipmmt dose not perform activities mtiquircd under
appropriate lave and regulations within the time frame speoifred therein, tho other party may perform or cause to
be performed therequ€red activities alter notice to and at the solo expense of the party owning the equipmarit
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31 . Aadwrized Rcr7rcxrn ntives o �h anti
Each patty to the contract, by wtdttmn notice to the other, shall designate the repnesentative(s) who is
(are) authorized to act in its behalf with respect to those matters contained In the contract which are the Rmctions
and respotrsib€litiea of the authorized tepmrsatttatives of the partles . Each party may change the dcmipadon of its
authorized mpresentadwp(s) upon oval notice given to the other , corrfrmcd promptly by written notice.
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32 gffw of Section He_a_divy,
Section headings or Provision titles appearing in the contract or these General Powei Contract
Provisions at insetted for converuence only and shall not be construed as interpretations of text .
33 l
Z he parties to the contract may agree upon and put into ofTect from time to time, such othe► wrttun
guidelines and procodutcs us may be mquhr4 In order to establish the methods of operation of the power system to
be followed iu the pmformoricc of the contract
34 UncontrollablURPT90,
Neither party to the contract shall be considered to be in default in performance of any of Its
obligations undm- the contract, except to make payment as specified in Provision 13 (Billing and Payment) herran,
when a failure of performance shall be due to an uncontrollable force Thu term "uncontrollable force" means any
cause beyond the control of the party affected, including but not mattieted to, failure of or tltrrst of failure of
facilities , flood, earthquake, storm, flre, lightning, epiderniic, war, riot, Civil disturbance or disobodicnc% labor
dispute, labor or material shortage, sabotage, restraint by court order or public authority and action or nonaetion
by, or failure to obtain the neaot my authorizations or approvals from, any govemmeatal 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 dilig=c it shall be unable to overcome Nothing contained herein shall be construed to rcxluire a
party to settle any str Ike or labor dispulo in which it maybe involved Elthet party murdered unable to fulfill any of
Its obligations under the eonttact by reason of an uncontrollable force shall give prompt written notice of such fact
to the other party and shall oxermise duo dillgerrcc to remove, such inability with all reasonable dispatch
35 lei il4
351 The Contractor hereby gmea to indemnify and hold harmless the United States, its
employees, am
agents, or contractors from any loss or damage and from arry liability on account of personal urjury,
death, or property damage, or claims for patsonal injury, death, or property damage of any mature whatsoever and
by whonwvvet made arising out of the Contractors' , its employees' , agents'. or subcontractorg' construction,
operation, maintenance, or replacement aclMdea under the contract .
35 .2 The United States is liable only for negligence on the part of Its officers and employees in
accordance with the Federal Tort Claims Act, 28 U S C 13460), 1346(c), 2401 (b), 2,402, 2571 , 2572, 2674
2680, as amended or supplemented
36 . C pemUon of Contracting P ,
If, in the operation and maintenance of their respeeiivo power system or electrical equipment and the
utilization thereof for the purposes of the oontracG it become neowary by reason of any emergency or
extraotdiroary cund1dort for olther party to request the other to furnish personnel, materials, tools, and equipment
far the acr:ornplishment thetcof, the party so requested shall Cooperate with illo other and nerrder such assistance as
the patty so requested may dctc;rmine to be available . The party making such request, upon troeipt of properly
Itemized bills from the other party, "hall reimburse the party ►rardcrutg such assimme for all posts properrly and
reasonably incmrod 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 ite own operations by Ow party rendering assistance,
• lammee and payment of bills for services provided by Wmtcm shall be in aecordancc with Ptovisions 13 (Billing
ID
FMOva September t , 2QU17
and Payment) and 14 (Nonpayment of Bills in Full When Duo) herein Western shall pay bflls issued by the
Contractor for scrvim provided as soon as the necessary vouchers can be prepared which shall normally be within
twenty (21U) days
37 TMot r of interest in Contrail ar Chancre IBPrcfMet S s,
371 No voluntary transfer of the contrail or of the rights ofthe Contractor under the contract shsll
be made without the prior written approval of the Adminfsttawr of Wostcrn Any voluntary transfer of tha contract
Ole of the rights of the Contractor under the oontrtscl made without the prior written approval of the Administrator
of Westem may result in the termination of tho contract, hpyid.L4 That the wr ittan approval of the Admirdshator
shall not beumrasonably withhold, Provided further, That ifthn Contractor operates a pta) ect financed in wholeot
In part by the Rural Utilities Service, the, Contractor may transfer or assign its lntamst in the contract to the Mural
Utilities Servfcc or any other department or agency of the Federal Qovernntent without such pilot written
approval; Mvide4 further That any successor to or assignee of the rights of the Contractor , whether by voluntary
transfer, judicial sale, forrelosum sate, or otherwise, shall be subject to all the provisions and conditions of the
contract to the same extout as though such successor or assignee were the original Contractor under the contract;
and, 1?rRvidOd Elirther, That the execution of a mortgage of trust deed, or judicial of foreclosure sales made
thoi=der , shall not be deemed voluntary "risfets within the meaning of this Provision
372 The Contractor shall maintain its status as an entity eligible far preference in Western' s sate
of Fedwal power pursuant to Reclamation law, as amended and supplemcntcd
37 .3 Western shall give tho Contractor written notice of Wostmn's proposed determination that the
Contractor has violated Provision 3 71 and Western's proposed action in response to the violation
37 .4 The Coutiactot shall have 120 days after =ipt of Western's notice provided under
Provision .37 3 to submit o written response to Wcstmn 711s Contractor may also muke an aril p1mentution to the
Administrator during this 120-dzyperiod .
37.5 Al any time during this proem, the Contractor and Westain may agree upon corrective
action to resolvc Western's proposed determination that the Contractor is in violation ofirrovision 37 1
376 Within 30 days of rcccipt of the Contractor' s written rt•'sponse provided underePmvision 374,
Western will notify the Contractor in writing of its final decision lfia Administrator' s written notice will hiclude
the intended action, the effective data ftvol and the reasons for taking tho intendcd action Implementation of
the Administrator's action shall take place no earlier than 60 days from the Contractors rxccipt of such aorta
377 Any successor to Western shall. be subject to all the provisions and conditions of the contract
to the same extent as though such successor were an otiginsl signatory to the contract. i
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378 Nothing in this Provision shall pmclude any right to judicial review available to the !
Contractor andorPederal law
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bffocavet Septernber 1 , 2001
38 Choice ro
rederal law shall control the obligations and procedures established by this contract and the
ion
shall
a Feed court of theoUnited States , unless the patties agrtieor lto pursuwising
a ternatiive9dispute ltesolution exclusively be
39.
Any waivers at any time by either party to the contract of its tights with respect to a default or any
other matter arising under of in eontioelion with the contract shall not be deemed a waiver with respect to any
subsequent default or mattor .
40 , S29M
Any notice, demand, or request specifically required by the contract of these Provisions to be in
writing shall bo considered properly given when delivered in person or acnt by postage prepaid mgistemd of
cettifled mail, commeiciai delivery service, facsimiltt, elactronfo, prepaid telegram, or by other means with prior
Mpem rent of the parties, to each patty' s authorized tepresentativo at tlio principal offices of the party The
designation of the person to be notined may be changed at any time by similar notice Where facsimile err
electronic means 01.0 utilized for any commtrnfeadon coveted by thie provision, the striding party shall keep a
contemporaneous record of such communicabaris and shall vet* recelpt by the other party.
41 n sift U
41 1 When eotivities provided for in tho contmot extend beyond the current fiscal year , continued
expendituto by the United States arc condn Congress
gent upon uwking the necessary appmpdntions required for
tho continued performanct of this United States ' obligations under the contract in case such appropriation is not
made, tho Contractor hereby releases the United States from its contractual obligations and 6vm all liability due to
t
Vie failure of Congress to make such appropriation
Rt 2 do order to receiver and expend funds advanced f in the Contractor necessary for the
continued perfort mme of the obligations of the United States antler the contract, additional authorization may be
requited In case such authorization is not received, the Gantractor hereby rcicascs the United States from those
contractual obligations and from all liability due to the lack of such authorization
42 9m t Alminst a 1?ees
The Cantt actor warrants that no person of stilling agency has been employed or t stained to solicit rn 9
secure the contract upon an agreement or understanding for a commission, percentago, brokerage, or eontingeM
fee, excepting bona fide employees or bow fide established commercial or selling agencies maintained by the
Contractor for the purpose of securing business• For breach or violation of this warranty, Western shell have the
right to annul the contract without liability or
f commission, brot on�ingent fca m the contract price or ccmaidcration the
full amount ocommission, pereetttage, k O
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E[fectivo September 1 , 2007
43 , Contract WaftIiours and Safet $taxrdards.
The contract, to the extent that it is of a. chanoter specified in Section 103 of the Contract Work
Hours and Safety Standards Act (Act), 40 U S.C. § 3701 , as mvu�nded or supplemented, is subject to the provisions
of the Act, 40 U S.C. §§ 3701-3708, as amended or supplemented, and to zegulations promulgated by the Secretary
of Labor pursuant to the Act
44, Egual Onoortunity Em It oyment Practices.
Section 202 of Executive Orden' No 11246, 30 Fed. Reg . 12319 (1965), as amended by Ex=rtivc
Order No. 12086, 43 Fed , Reg . 4-6501 ( 1976), as amended or supplemented, which provides, among other ' things,
that the Contractor will not discriminate against any employee or applicant for employment because of race, color,
religion, sex, or national origin, is incorporated herein by reference the same as if the specific language had been
written into the contract, except that Indian Tribes and tribal organizations may apply Indian preference to the
extent permitted by Federal law.
45. Use of Convict Labor,
The Contractor agues not to employ any person undergoing sentence, of imprisonment in pciforming
the contract except as provided by 18 U S .C. § 3622(c), as amended or supp]Gmanted, and Executive Order No ,
11755, 39 Fed. Reg 779 ( 1973), as amended or supplemented.
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Attachment B
Ownership, License, and Facilities Cost and Maintenance Responsibility
L Real Properq 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 custrs, Joint use is defined as use by
tIL&
both Platte River and Fort Collins where both entities have transad'as8lon and/or distribution facilities on a
particular substation site . The substations under joint use as ddsffibed in this Appendix are generally
referred to as "Joint Use Substations." In each substation o by l�o.�.{ Collins, Fort Collins has
installed or will install distribution facilities and other arneiated equipment and Platte River has installed
or will install transmission facilities and other assoeia uipment necessary4to provide electric service
to Fort Collins customers . In the Dixon Creek su93 o, Fort Collins has 'Weed or will install
distribution facilities and other associated equipmenfineo- ssary to provide eleetrao ,vice to Fort Collins
N�ncustomers. The Overland Trail substation is presently 'wive b tmay be reactivaf4Q�,
, h z
A . On the date of this agreement, Fort 4llnssow,ns the real pad that contains the following Joint
Use Substations: " . Y
• Harmony (located near the intersectiqu.; f Harm oa?yR oad and•Timberline)
ey"' , , ,
• Linden Tech (lovate� nearathe intersec on. of Coll�egcaiue ; diLinden Center Drive)
• Drake (located" , z
ea e !n ZF
eetion of D e?Itoad and CoII ' e Avenue}
u e *
• Richard Lake (laced west o f heuser B�i sch facility)
• Overland Trail (lo cal° �ear,"tersection of Overland Trail and Mulberry)
• Timl>cr tnet o. arlc.,( located nearihe fit ;; 'bon ofTunberline Road and Prospect Road)
"� Avenue and Trilby Road)
• Y prtner located n91 ^ the interjection ofdl
These subMons as well as ;feature Jo 4Use Substations located on real property owned by Fort
Collins will be'lieferred to here a 'e'As "Fort-ollins Sites."
Y� r,
:}
B . On the date of this.agreement, P,1& River owns the real property that contains the Dixon Creek Joint
a�'t
Use Substation which is ocated•neemthe 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.
H. Licensed Facilities.
A. In the Transmission Facilities Agreement dated February 22, 1980, Fort Collins gave Platte Diver
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 terAnation. The party that does not
own the real property in a given substation shall have the right tosiise the Licensed Facilities in whatever
manner the parties shall determine to be the most effective to ,,, .bet- obligations under this Agreement
and the local needs of Fort Collins and to make whatever m ffl atiens,�improvements, repairs and
replacements the parties shall determine to be necessar ,�f�d�p o ide relervice. Neither party shall
r`" ,`s
permit any lien or encumbrance to attach to the Lice s 5 `dacilities and they �censed party shall vacate the
Licensed Facilities as soon as reasonably possiblerlit e termination of this A `ement, If any
arrangements different from those set forth herein are required for an Joint Use 5 stadon, the special
requirements will be documented in an addendum to this ,Agreementf \:!'1'k NN�i
B . In addition to the license for use of thelIomtlUse Substatioort Collins hereby licenses Platte River
the following transmission facilities, also `efsrred t gas "LicenseZ#�. . .hcilities", owned by Fort Collins
through the term of this Agreement unless such transmission faci lityiiv permanently removed from service
or replaced prior to termination
1 . 115kv transmission lifiethat runs creek 8 bstation to Drake Substation,
2 . 11 Slav transmission lind,01diat runs from' berline Park Substation to Drake Substation ,
Pee
Platte Ri rrs ! make, hateveinocfications; atxprovements, repairs and replacements it shall deem
necessa�ry, ,'� p these Licensed Facilitzes'd Qescribed in"Sion B . in order to provide reliable service to Fort
Collins . r,: t '�t
C. Any writtei �Qotice from Fort CWins to P1 t e River requesting additional capacity at an existing point
of delivery or the blishment of a new point of delivery shall be license to Platte River for its facilities
to occupy the real property of Fort?Collins in a Joint Use Substation during the period in which that point
of delivery is used by P7at#eiRiver"fof the delivery of power and energy, Also, the facilities contained in a
new Joint Use Substation W.I. loe.,lacensed Facilities in the manner described in and consistent with the
terms of this Appendix B ,
M 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 witbin 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 Ty,
JA
Fort Collins will furnish own, and maintain at'i ex rise the bllowing items in any Joint Use
Substation:
• The 230 ac 115kV/13 . 8pp
kV transformers,, switchgear circui�ts6 associated
foundations and oil containment strut it s, ductybanks, conduits, iddl,all cabling, relays,
SCADA, and controls ' ed to operates"11c button equipment
uir ; I�t�YCh "
All foundations re rs' , r
q e?)?ort Collins listed above
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• The Fort Collins switchg ,� . bI^ . uRiding
• The DC power supply system rt'd asscoeia equtpm o 15KV distribution facilities
� ' ` electrr wrvice e�clu ' g�PRP . Service entrance equipment
• Substataite r - � , .
Ply , e . P
• One half t1 cost o arty electronic`- 5�tatton seunty deemed by both parties to be
'� ; "K
appropnate-for the location of theutation
1
Platte-R-iver will furniiEow � intain at 'its akpense the following items in any Joint Use
SuA2Pion
L e'
' } . All transrni's i equipm t requ as
ired at the appropriate voltage class to deliver electric
? capacity and errleav to F :tltins's facilities including the tramission line transition
structures, break , switchess�bus system, relays, meters and associated controls required
to $perate such transmission equipment
• All oundations r . w for the Platte River equipment listed above
• The Platre'Rivet•con 1 building
• Tlie DC powe supply system and associated equipment for 1151203KV hwismission
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
ORDINANCE NO. 061, 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 3 1; 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 May 12, 2010,that includes some revisions informally requested by City Council at a
previous meeting of the City Council, as well as some revisions discussed by Fort Collins and
Loveland representatives at an informal meeting, 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 a version of the Platte River
organic contract that contained language less favorable to the interests expressed by the Fort Collins
City Council in a December 2009 work session and recommended that the City Council authorize
approval of the organic contract; 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 May 12, 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 18th day of
May, A.D. 2010, and to be presented for final passage on the 1 st day of June, A.D. 2010.
Mayor
ATTEST:
City Clerk
Passed and adopted on final reading on the 1st day of June, A.D. 2010.
Mayor
ATTEST:
City Clerk
ORDINANCE NO. 062, 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 May 12, 2010, that includes some revisions
informally requested by City Council at a previous meeting of the City Council; 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 May 12, 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 18th day of May,
A.D. 2010, and to be presented for final passage on the 1 st day of June, A.D. 2010.
Mayor
ATTEST:
City Clerk.
Passed and adopted on final reading on the 1 st day of June, A.D. 2010.
Mayor
ATTEST:
City Clerk