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HomeMy WebLinkAboutCOUNCIL - AGENDA ITEM - 02/26/2019 - PLATTE RIVER POWER AUTHORITY ORGANIC CONTRACT ANDDATE: STAFF: February 26, 2019 Tim McCollough, Deputy Director, Utilities Light and Power Kevin Gertig, Utilities Executive Director WORK SESSION ITEM City Council SUBJECT FOR DISCUSSION Platte River Power Authority Organic Contract and Power Supply Agreement. EXECUTIVE SUMMARY The purpose of this item is to seek direction from Council on the request by Platte River Power Authority (Platte River) to extend and amend the Organic Contract between Fort Collins, Loveland, Longmont, and Estes Park (the “member cities”), along with amending and extending the Power Supply Agreement between Fort Collins and Platte River. GENERAL DIRECTION SOUGHT AND SPECIFIC QUESTIONS TO BE ANSWERED 1. Does Council have any questions related to the extension request and proposed amendments or additional input related to the Contracts? 2. Does Council support bringing forward the proposed term extension and amendments to the Contracts for consideration and approval? BACKGROUND / DISCUSSION Bottom Line The Platte River Board of Directors has recommended the Organic Contract (agreement by which the member cities formed Platte River) and the Power Supply Agreements (individual agreements under which Platte River supplies wholesale electricity to each member city) be extended for an additional ten (10) years beyond the current terms with specific amendments to the Power Supply Agreements principally related to renewable energy generation and transformer metering points. The proposed term extensions are consistent with the historical maximum term of the contracts. A 40-year extension of the Organic Contract provides favorable ratings in future Platte River bond issuances and flexibility in future Power Purchase Agreement (PPA) terms through which Platte River acquires interests in third-party- generated or pooled energy. The proposed amendments to the contracts are intended to (1) better accommodate the electric industry’s rapid change, with distributed resources becoming an increasingly prominent component of the typical generation mix and (2) enable outcomes related to the City’s recent policy commitment to 100% renewable electricity by 2030. It is understood that decarbonization commitments cannot be reached without an increasing penetration of intermittent resources and more efficient wholesale power markets to assist in integrating of intermittent resources. There is general agreement from the Platte River Board of Directors and the Utility Directors in the four communities on the extension of the terms and the proposed amendments to the Organic Contract and Power Supply Agreements. February 26, 2019 Page 2 Background on the Contracts Platte River’s relationship with its four owner communities is based on a contract among the communities, the Organic Contract, and separate Power Supply Agreements with each member city. The Organic Contract created Platte River Power Authority in 1975 and is an intergovernmental agreement (IGA) between Estes Park, Fort Collins, Longmont and Loveland. Pursuant to C.R.S. Section 29-1-204, Platte River was formed as a political subdivision of the State of Colorado. The current term of the Organic Contract extends until 2050. The Organic Contract creates the authority of Platte River and establishes its governance structure, which was modeled after the Articles of Incorporation and the bylaws of the predecessor organization, Platte River Power Authority, a Colorado non-profit corporation. During the first year of its existence, the Organic Contract was amended to expand the board of directors from four to eight directors through the addition of mayors from each of the member cities. The Organic Contact has been extended twice for 40 year terms, first in 1998 and again in 2010. The initial Power Supply Agreements (PSAs) pre-dated the creation of Platte River as a political subdivision. Since 1975 the PSAs have run concurrently with the Organic Contract. The PSAs are functionally identical across all four member cities and obligate each to purchase substantially all the electricity they distribute within their services areas from Platte River (the “all-requirements” obligation). The PSAs are the revenue-generating security pledged against the bonds issued by Platte River to finance the capital assets that generate and deliver wholesale electricity to the member cities. These multi-year agreements are currently effective through 2050. Like the Organic Contract, the PSAs have been extended twice with amendments, first in 1998 and again in 2010. In 2010, Exhibit B was incorporated in the PSA that functionally superseded the Transmission Facilities contracts with the municipalities. Proposed Changes The changes now proposed for the Organic Contract are as follows: • Extending the term of the agreement through 2060. • An editorial clarification related to the role of the appointed Director • The removal of the grammatical gender in the description in the various offices of the Board of Directors. The changes now proposed for the Fort Collins PSA are as follows: • Extending the term of the agreement through 2060. • The “all-requirements obligation” is being modified to allow third-party solar providers (i.e., non-customer generators/system owners) to site solar generation on customer property and sell the output directly to customers as net-metered generation, provided the solar generation is sized to provide no more than 120% of the annual consumption of the customer on that property. This change to allow for third party PPAs behind the meter removes a significant barrier for commercial rooftop solar. It is a standard practice for this sector of solar development of both parties, customers and solar providers. • The metering of wholesale power deliveries will be measured at the high voltage side of the transformer, rather than on the low voltage side as occurs now. This change is being made in anticipation of Platte River joining a Regional Transmission Organization (RTO)/organized wholesale market. • Platte River is committing to meet at least every other year with Fort Collins to discuss new distributed generation technologies and business models that can assist in meeting the decarbonization goals of Platte River and the member cities. • Recognition that future bond financing covenant restrictions may need to be modified, relative to firm energy purchase restrictions imposed on member cities. February 26, 2019 Page 3 • The PSA contains an Exhibit B, which describes how the Platte River/Fort Collins transmission and substation infrastructure interfaces and operates to provide power delivery. The changes suggested to the Fort Collins Exhibit B are intended to reflect physical changes that have occurred since the Exhibit was initially created in 2010. • Identical changes are being suggested for the PSAs with the other owner communities. • The changes proposed also create a mechanism through which the parties may modify the PSA to accommodate evolving technologies and business models in a manner that supports the policy goals adopted by Platte River and Fort Collins. Additional modifications of the PSA will likely occur prior to the next ten-year renewal cycle. Stakeholder Engagement The Energy Board is scheduled to consider the proposed Organic Contact and Power Supply Agreement extension and amendments on March 14. Approval Process Assuming Council is favorable to the proposed changes, First Reading of the ordinances is tentatively scheduled for March 19. Council must approve these agreements by ordinance requiring two readings. Article II, Section 6 of the Charter requires action by ordinance for, among other things, making an appropriation and authorizing the borrowing of money. The provisions of the power supply agreement are in the nature of a borrowing of money in that it creates an ongoing obligation to pay for power based solely from the revenues of the electric utility. All the previous approvals of these documents by Council have been by ordinance. The Organic Contract is an IGA between the four member-communities and should be approved by City Council. The PSA should be approved by Council acting as the Electric Utility Enterprise Board. The Mayor would sign both documents once approved by the ordinances since he is the chair of the City Council and the president of the Electric Utility Enterprise Board. ATTACHMENTS 1. Organic Contract (Proposed) with Tracked Changes (PDF) 2. Power Supply Agreement (Proposed) with Tracked Changes (PDF) 3. 2018 Platte River Power Authority Strategic Plan (PDF) 4. Platte River Summary Memo - Proposed Change in Wholesale Metering Point (PDF) 5. Platte River Summary Memo - Generation Permitted Under the Power Supply Agreements (PDF) 6. Platte River Power Authority - Resource Diversification Policy (PDF) 7. Triple Bottom Line Scan One Pager (PDF) 8. PowerPoint Presentation (PDF) ORGANIC CONTRACT ATTACHMENT 1 i TABLE OF CONTENTS 1.0 EFFECTIVE DATE ............................................................................................................. 21 2.0 ESTABLISHMENT OF PLATTE RIVER POWER AUTHORITY ........................................ 21 2.1 PURPOSES .............................................................................................................. 31 2.2 FUNCTIONS, SERVICES, OR FACILITIES ............................................................. 41 2.3 BOARD OF DIRECTORS ......................................................................................... 51 2.4 OFFICERS .............................................................................................................. 111 2.5 INDEMNIFICATION OF OFFICERS AND DIRECTORS ........................................ 131 2.6 TERM OF CONTRACT ........................................................................................... 141 2.7 ASSETS AND PROPERTIES ................................................................................. 141 2.8 DISTRIBUTION OF ASSETS UPON TERMINATION ............................................ 141 2.9 SEAL ....................................................................................................................... 151 2.10 CONTRACTS .......................................................................................................... 151 2.11 CHECKS, DRAFTS, AND OTHER FINANCIAL DOCUMENTS .............................. 151 2.12 DEPOSITS .............................................................................................................. 151 2.13 FISCAL YEAR ......................................................................................................... 151 2.14 PRINCIPAL PLACE OF BUSINESS ....................................................................... 151 3.0 GENERAL POWERS ....................................................................................................... 151 4.0 POLITICAL SUBDIVISION ............................................................................................... 181 5.0 REVENUE BONDS .......................................................................................................... 191 6.0 DEBT NOT THAT OF MUNICIPALITIES ......................................................................... 191 7.0 FILING OF CONTRACT ................................................................................................... 191 8.0 NOTICES ......................................................................................................................... 191 9.0 SEVERABILITY ................................................................................................................ 201 10.0 DUPLICATE ORIGINALS ................................................................................................ 201 Organic Contract Amended and Restated 00/00/2019 Page 1 of 24 AMENDED AND RESTATED ORGANIC CONTRACT ESTABLISHING PLATTE RIVER POWER AUTHORITY AS A SEPARATE GOVERNMENTAL ENTITY THIS CONTRACT, originally made and entered into as of June 17, 1975, and amended February 14, 1977, and July 27, 1978, and amended and restated the 31st day of March 1980, and the 1st day of July, 1998, and as further amended and restated on thisthe 1st day of September, 2010, and as further amended on the __ day of _______, 2019, by the parties to this Contract which are: TOWN OF ESTES PARK, COLORADO, a municipal corporation of the State of Colorado (“Estes Park”), CITY OF FORT COLLINS, COLORADO, a municipal corporation of the State of Colorado (“Fort Collins”), CITY OF LONGMONT, COLORADO, a municipal corporation of the State of Colorado (“Longmont”), and CITY OF LOVELAND, COLORADO, a municipal corporation of the State of Colorado (“Loveland”). When specificity is not required, the municipal corporations which are parties hereto will hereinafter be individually referred to as “Municipality” and collectively as “Municipalities.” WITNESSETH: WHEREAS, Estes Park owns and operates a municipal electric system which supplies electric power and energy at retail to users located within the town limits of Estes Park and the adjacent service area of the Estes Park electric system; and WHEREAS, Fort Collins owns and operates a municipal electric system which supplies electric power and energy at retail to users located within the city limits of Fort Collins and the adjacent service area of the Fort Collins electric system; and WHEREAS, Longmont owns and operates a municipal electric system which supplies electric power and energy at retail to users located within the city limits of Longmont and the adjacent service area of the Longmont electric system; and WHEREAS, Loveland owns and operates a municipal electric system which supplies electric power and energy at retail to users located within the city limits of Loveland and the adjacent service area of the Loveland electric system; and WHEREAS, the Municipalities on June 17, 1975, established, pursuant to the provisions of C.R.S. § 29-1-204, as then enacted, Platte River Power Authority (the “Authority”), as a separate governmental entity and successor to a nonprofit corporation, to be the instrumentality of the Municipalities and as such successor, to continue to supply their wholesale electric power and energy requirements; and Organic Contract Amended and Restated 00/00/2019 Page 2 of 24 WHEREAS, during 1998 the Municipalities contracted with one another to establish, pursuant to the provisions of C.R.S. § 29-1-203, the Authority as a separate legal entity and multi- purpose intergovernmental authority to provide designated functions, services, or facilities lawfully authorized to any combination of two or more of the Municipalities provided that such function, service, or facility constitutes an “enterprise” as defined in subsection 2(d) of Article X, Section 20 of the Colorado Constitution; and WHEREAS, increased complexity and risk in the electric utility industry have created the need to enhance utility image and customer loyalty, the Municipalities wish to clarify that the Organic Contract authorizes the Authority to engage in a broad range of services which are incidental to or supportive of the Municipalities’ continued ability to provide electric power and energy services to their customers on a competitive basis; and WHEREAS, the Municipalities acting through the Authority wish to ensure a source of electric power and energy that is reliable, cost-effective, and environmentally responsible; and WHEREAS, providing energy in an environmentally responsible manner requires that the Authority incorporate environmental factors as an integral component of planning, design, construction and operational decisions; and WHEREAS, the Municipalities now wish to further amend the Organic Contract, to extend its term and to restate the amended provisions thereof in a single updated document. NOW, THEREFORE, the Municipalities do hereby amend and restate the Organic Contract, originally executed June 17, 1975, and subsequently amended, so that as hereby amended and restated it provides, and the Municipalities do agree, as follows: EFFECTIVE DATE This Contract, as hereby amended and restated, shall become effective when it has been duly executed by all of the Municipalities. ESTABLISHMENT OF PLATTE RIVER POWER AUTHORITY As of June 17, 1975, the Municipalities established a separate governmental entity, to be known as Platte River Power Authority, to be used by the Municipalities to effect the development of electric energy resources and the production and transmission of electric energy in whole or in part for the benefit of the inhabitants of the Municipalities. As of July 1, 1998, the Municipalities also established the Authority as a separate governmental entity and multi-purpose intergovernmental authority to provide additional designated functions, services, or facilities lawfully Organic Contract Amended and Restated 00/00/2019 Page 3 of 24 authorized to any combination of two or more of the Municipalities, provided that such function, service, or facilities constitutes an “enterprise” as defined in subsection 2(d) of Article X, Section 20 of the Colorado Constitution. PURPOSES The purposes of the Authority are to conduct its business and affairs for the benefit of the Municipalities and their inhabitants: (i) to provide the electric power and energy requirements of the Municipalities and the retail customers within the Municipalities in a reliable, cost-effective, and environmentally responsible manner; (ii) to engage in business activities related to the provision of electric power and energy services, which may include but are not limited to investment in energy efficiency, renewable energy, demand side management, and associated communication systems, that the Board determines are likely to enhance the competitive position of the Authority or the Municipalities; and (iii) to provide any additional designated function, service, or facility lawfully authorized to any combination of two or more of the Municipalities, provided that these constitute an “enterprise” as defined in subsection 2(d) of Article X, Section 20 of the Colorado Constitution. A particular function, service, or facility shall be treated as designated as a separate purpose under clause (iii) of the previous sentence only upon receipt by each Municipality which is designating the function, service, or facility to also be performed by the Authority of (a) a resolution adopted by unanimous vote of the Board of Directors of the Authority designating the function, service, or facility as a purpose to also be jointly exercised by the designating Municipalities through the Authority and (b) opinions of counsel to each Municipality which is designating the function, service, or facility to also be performed by the Authority setting forth the extent to which the Organic Contract Amended and Restated 00/00/2019 Page 4 of 24 designated function, service, or facility is lawfully authorized by such designating Municipality; and (c) an opinion of the Authority’s bond counsel to the effect that the designated function, service, or facility constitutes an “enterprise” as defined in subsection 2(d) of Article X, Section 20 of the Colorado Constitution. FUNCTIONS, SERVICES, OR FACILITIES The functions, services, or facilities to be provided by the Authority are: The supplying of the electric power and energy requirements of the Municipalities and retail customers within the Municipalities; and, the provision of any additional function, service, or facility, by means of (i) acquiring, constructing, owning, reconstructing, improving, rehabilitating, repairing, operating and maintaining electric generating plants, transmission systems and related facilities, or interests therein, for the purpose of producing, transmitting and delivering to the Municipalities, electric power and energy to the extent of their requirements, including renewable energy requirements; (ii) purchasing electric power and energy from electric utilities and other producers of energy, as required to supply the Municipalities and perform its other obligations; (iii) selling at wholesale to the Municipalities all of the electric power and energy produced or purchased by the Authority which the Municipalities require; (iv) selling, exchanging and otherwise disposing of, under the most advantageous terms and conditions obtainable, any surplus power and energy or transmission capacity which the Authority owns, produces or purchases; Organic Contract Amended and Restated 00/00/2019 Page 5 of 24 (v) developing electric energy resources (including renewable sources) and producing and transmitting electric energy in whole or in part for the benefit of the inhabitants of the Municipalities; (vi) developing cost-effective, reliable, and environmentally responsible products and services to improve the efficiency of generation, transmission and use of electrical energy, which may include but are not limited to investment in energy efficiency, renewable energy, demand side management, and associated communication systems; (vii) acquiring, constructing, owning, purchasing, selling, exchanging or otherwise disposing of, reconstructing, improving, rehabilitating, repairing, operating, and maintaining assets, infrastructure, plants, systems, and related facilities or interests therein; (viii) developing products, services, infrastructure, and resources related to such function, service, or facility for delivery to appropriate markets in whole or in part for the benefit of the inhabitants of the Municipalities; and (ix) on termination of this Contract to vest in the Municipalities all right, title and interest of the Authority in or to all of its property and assets. 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 Organic Contract Amended and Restated 00/00/2019 Page 6 of 24 Each Municipality shall be represented by two (2) members on the Board of Directors of the Authority, who shall be designated or appointed as follows: (i) MAYORS The Mayor of each of the Municipalities is hereby designated and shall serve as a member of the Board of Directors of the Authority contemporaneously with service as Mayor; provided, however, that any Mayor may designate some other member of the governing board of such Municipality to serve as a Director of the Authority in place of the Mayor. (ii) APPOINTED DIRECTORS The governing body of each of the Municipalities shall appoint one (1) additional member to the Board of Directors. Appointed Directors shall be selected for judgment, experience, and expertise which make that person particularly qualified to serve as aon the Board of Directors of an electric utilitythe Authority. 2.3.3 TERM The term of office of the Directors of the Authority shall be as follows: (i) MAYORS The Mayor of each Municipality, or the member of the Municipality’s governing board designated by the Mayor, shall serve as a Director of the Authority for the same period of time that the Mayor serves as Mayor of that Municipality. (ii) APPOINTED DIRECTORS The term of the Appointed Director for Estes Park shall expire on December 31, 2011, the term of the Appointed Organic Contract Amended and Restated 00/00/2019 Page 7 of 24 Director for Fort Collins shall expire on December 31, 2008, the term of the Appointed Director for Longmont shall expire on December 31, 2010, and the term of the Appointed Director for Loveland shall expire on December 31, 2009. Each successor shall be appointed for a term of four years from the date of the expiration of the term for which the predecessor was appointed. 2.3.4 REMOVAL Any Director appointed by the governing board of a Municipality may be removed at any time by such governing board, with or without cause. A Mayor will be automatically removed as a Director upon vacating the office of Mayor, and a member of the Municipality’s governing board designated to serve in place of a Mayor may be removed at any time by the Mayor, with or without cause. 2.3.5 VACANCIES A vacancy occurring in the directorship of an Appointed Director, whether such vacancy be the result of resignation, death, removal or disability, shall be filled by the appointment of a successor Appointed Director by the governing body of the Municipality which appointed the Director whose office has become vacant. In the case of a vacancy in the directorship of a Mayor or his designee from any Municipality, the vacancy shall be filled by the new Mayor or the Mayor’s designation of some other member of the governing board of that Municipality. 2.3.6 COMPENSATION Directors shall not receive compensation for their services, but Directors may be reimbursed their actual expenses for attendance at meetings of the Board of Directors and for expenses otherwise incurred on behalf of the Authority. Organic Contract Amended and Restated 00/00/2019 Page 8 of 24 2.3.7 ANNUAL MEETINGS An annual meeting of the Board of Directors shall be held within the first 120 days in each year at such place in Fort Collins, Colorado, as shall be designated in the notice of the meeting, to elect officers, to pass upon reports for the preceding fiscal year, and to transact such other business as may come before the meeting. Failure to hold the annual meeting at a designated time, or failure to hold the annual meeting in any year, shall not cause a forfeiture or dissolution or otherwise affect the Authority. 2.3.8 REGULAR MEETINGS The Board of Directors may provide for the time and place for the holding of regular meetings by resolution without notice to Directors other than the resolution adopting the meeting schedule. 2.3.9 SPECIAL MEETINGS Special meetings of the Board of Directors may be called by the ChairmanChair 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 ChairmanChair or the Director calling the meeting. 2.3.10 NOTICE OF MEETINGS Written notice of the annual or of any special meeting of the Board of Directors shall be delivered to each Director not less than seven (7), nor more than thirty-five (35), days before the date fixed for such meeting, either personally or by mail, by or at the direction of the Secretary, or, upon his/her default, by the person calling the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the Director at his/her address as it appears on the records of the Authority, with postage prepaid. Organic Contract Amended and Restated 00/00/2019 Page 9 of 24 2.3.11 WAIVER OF NOTICE Whenever any notice is required to be given to any Director of the Authority under the provisions of the law or this Contract, a waiver thereof in writing signed by such Director, whether before or after the time stated therein, shall be equivalent to the giving of such notice. Attendance of a Director at any meeting of the Board of Directors shall constitute a waiver by such Director of notice of such meeting except when such Director attends such meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. 2.3.12 QUORUM A majority of the number of Directors then in office shall constitute a quorum for the transaction of business; provided that, if less than a majority of the Directors then in office is present at a meeting, a majority of the Directors present may adjourn the meeting; and, provided further, that the Secretary shall notify any absent Directors of the time and place of such adjourned meeting. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. 2.3.13 ATTENDANCE BY TELECONFERENCE Directors may attend and fully participate in any meeting through electronic teleconferencing. 2.3.14 VOTE IN CASE OF DEADLOCK In the event the Board of Directors, at a meeting at which a quorum is present, is deadlocked and unable to obtain a majority vote of the Directors present concerning a matter being considered for action, any Director may require a “Weighted Vote.” A “Weighted Vote” shall then be taken with each Director’s vote being given one half the proportion which: Organic Contract Amended and Restated 00/00/2019 Page 10 of 24 (i) the dollar amount of electric power and energy purchased from the Authority during the twelve-month period ending with the close of the billing period for the month two months prior to the month of the deadlocked meeting and paid for by the Municipality appointing such Director bears to; (ii) the dollar amount of all electric power and energy purchased from the Authority and paid for by the Municipalities during said twelve-month period. The act of a majority of the “Weighted Vote” shall be the act of the Board of Directors. 2.3.15 DUTIES The duties of the Board of Directors shall be: (i) To govern the business and affairs of the Authority. (ii) To exercise all powers of the Authority. (iii) To comply with the provisions of parts 1, 5, and 6 of Article 1 of Title 29, C.R.S. (iv) To adopt a fiscal resolution, which complies with statutory and other restrictions imposed by law on the affairs of the Authority, to govern the financial transactions of the Authority, including the receipt, custody, and disbursement of its funds, securities, and other assets, and to provide for the services of a firm of independent certified public accountants to examine, at least annually, the financial records and accounts of the Authority and to report thereupon to the Board of Directors. (v) To keep minutes of its proceedings. Organic Contract Amended and Restated 00/00/2019 Page 11 of 24 OFFICERS The officers of the Authority shall be a ChairmanChair, Vice ChairmanChair, Secretary, Treasurer, General Manager and such other officers and assistant officers as may be authorized by the Board of Directors to perform such duties as may be assigned by the Board of Directors. The ChairmanChair and Vice ChairmanChair shall be members of the Board of Directors, but other officers of the Authority need not be members of the Board of Directors. 2.4.1 ELECTION OF OFFICERS AND TERMS OF OFFICE At each annual meeting of the Board of Directors, the members of the Board of Directors shall elect officers who shall serve as such officers of the Authority until the next annual meeting of the Board of Directors and until their successors are elected and qualified. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as may be convenient. Vacancies or new offices may be filled at any meeting of the Board of Directors. 2.4.2 REMOVAL Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors, with or without cause, whenever in its judgment the best interests of the Authority will be served thereby. 2.4.3 DUTIES OF OFFICERS In addition to duties assigned by the Board of Directors, the duties of the officers shall include the following: (i) CHAIRMANCHAIR The ChairmanChair shall preside at all meetings of the Board of Directors and, except as otherwise delegated by the Board of Directors, shall execute all legal instruments of Organic Contract Amended and Restated 00/00/2019 Page 12 of 24 the Authority, and shall perform such other duties as the Board of Directors may prescribe. (ii) VICE CHAIRMANCHAIR The Vice ChairmanChair shall, in the absence of the ChairmanChair, or in the event of the ChairmanChair’s inability or refusal to act, perform the duties of the ChairmanChair and when so acting shall have all the powers of and be subject to all the restrictions upon the ChairmanChair. The Vice ChairmanChair shall also perform such other duties as may be prescribed by the Board of Directors. (iii) SECRETARY The Secretary shall maintain the official records of the Authority, including all resolutions and regulations approved by the Board of Directors, the minutes of meetings of the Board of Directors, and a register of the names and addresses of Directors and officers, and shall issue notice of meetings, attest and affix the corporate seal to all documents of the Authority, and shall perform such other duties as the Board of Directors may prescribe. (iv) TREASURER The Treasurer shall serve as financial officer of the Authority and shall, pursuant to the fiscal resolution adopted by the Board of Directors governing the financial transactions of the Authority and the restrictions imposed by law, be responsible for the receipt, custody, investment, and disbursement of the Authority’s funds and securities and for duties incident to the office of Treasurer, and shall perform other duties as the Board of Directors may prescribe. (v) GENERAL MANAGER Organic Contract Amended and Restated 00/00/2019 Page 13 of 24 The General Manager shall be the principal executive officer of the Authority with full responsibility for the planning, operations, and administrative affairs of the Authority, and the coordination thereof, pursuant to policies and programs approved by the Board of Directors, and shall be the agent for service of process on the Authority. When and while a vacancy exists in the office of General Manager, the Board of Directors shall appoint a qualified interim General Manager to act as the principal executive officer of the Authority. 2.4.4 BONDS OF OFFICERS The 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. INDEMNIFICATION OF OFFICERS AND DIRECTORS Each Director and officer of the Authority, whether or not then in office, and his/her personal representatives, shall be indemnified by the Authority against all costs and expenses actually and necessarily incurred by him/her in connection with the defense of any action, suit, or proceeding in which he/she may be involved or to which he/she may be made a party by reason of his/her being or having been such Director or officer, except in relation to matters as to which he/she shall be finally adjudged in such action, suit, or proceeding to be liable for gross negligence or willful and wanton misconduct in the performance of duty. Such costs and expenses shall include amounts reasonably paid in settlement for the purpose of curtailing the costs of litigation, but only if the Authority is advised in writing by its counsel that in his/her opinion the person indemnified did not commit gross Organic Contract Amended and Restated 00/00/2019 Page 14 of 24 negligence or willful and wanton misconduct. The foregoing right of indemnification shall not be exclusive of other rights to which he/she may be entitled as a matter of law or by agreement. TERM OF CONTRACT This Contract shall continue in force and effect until December 31, 205060, and until thereafter terminated by any Municipality following not less than twelve (12) months written notice to the other Municipalities of its intention to terminate; provided, however, that this Contract may be amended, modified, or terminated at any time by a written document approved and executed by each and every Municipality which is a party to this Contract; and, provided further, however, that this Contract may not in any event be terminated so long as the Authority has bonds, notes, or other obligations outstanding, unless provision for full payment of such obligations, by escrow or otherwise, has been made pursuant to the terms of such obligations. 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. 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. Organic Contract Amended and Restated 00/00/2019 Page 15 of 24 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. 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. CHECKS, DRAFTS, AND OTHER FINANCIAL DOCUMENTS All checks, drafts, or other orders for payment of money and all notes, bonds, or other evidences of indebtedness issued in the name of the Authority shall be signed by such officer or officers, agent or agents, employee or employees of the Authority and in such manner as shall be determined by the fiscal resolution. DEPOSITS All funds of the Authority shall be deposited in a manner set forth by the fiscal resolution. FISCAL YEAR The fiscal year of the Authority shall be the calendar year. PRINCIPAL PLACE OF BUSINESS The principal place of business of the Authority shall be in Fort Collins, Colorado. GENERAL POWERS The general powers of the Authority shall include the following powers: (i) ELECTRIC ENERGY Organic Contract Amended and Restated 00/00/2019 Page 16 of 24 To develop electric energy resources and related services, and produce, purchase, and transmit electric energy, in whole or in part, for the benefit of the inhabitants of the Municipalities. (ii) CONTRACTS To make and enter contracts of every kind with the Municipalities, the United States, any state or political subdivision thereof, and any individual, firm, association, partnership, corporation or any other organization of any kind. (iii) AGENTS AND EMPLOYEES To employ agents and employees. (iv) FACILITIES To acquire, construct, manage, maintain, and operate electric energy facilities, works, and improvements and any interests therein, including, without limitation, to acquire, construct, reconstruct, improve, and rehabilitate, repair, operate, and maintain (separately or jointly) generating plants, transmission systems and related facilities for the purpose of delivering electrical power and energy generated thereby to the Municipalities, and any mine, well, pipeline, plant, structure, or other facility for the development, production, manufacture, storage, fabrication, or processing of fossil or nuclear fuel of any kind for use, in whole or in major part, in any of such generating plants, and any railroad cars, trackage, pipes, 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, Organic Contract Amended and Restated 00/00/2019 Page 17 of 24 together with all lands, buildings, equipment, and all other real or personal property, tangible or intangible, necessary or incidental thereto. (v) PROPERTY To acquire, hold, lease (as lessor or lessee), sell, or otherwise dispose of any real or personal property, commodity, and service including, without limitation, to buy, lease, construct, appropriate, contract for, invest in, and otherwise acquire, and to own, hold, maintain, equip, operate, manage, improve, develop, mortgage, and deal in and with, and to sell, lease, exchange, transfer, convey and otherwise dispose of and to mortgage, pledge, hypothecate and otherwise encumber real and personal property of every kind, tangible and intangible. (vi) CONDEMNATION To condemn property for public use, if such property is not owned by any public utility and devoted to such public use pursuant to state authority. (vii) DEBT To incur debts, liabilities, or obligations and to borrow money and, from time to time, to make, accept, endorse, execute, issue, and deliver bonds, debentures, promissory notes, bills of exchange, and other obligations of the Authority for monies borrowed or in payment for property acquired or for any of the other purposes of the Authority, and to secure the payment of any such obligations by mortgage, pledge, deed, indenture, agreement, or other collateral instrument, or by other lien upon, assignment of, or agreement in regard to, all or any part of the properties, rights, assets, contracts, easements, revenues, and privileges of the Authority wherever situated. (viii) LITIGATION To sue and be sued in its own name. (ix) SEAL To have and to use a corporate seal. Organic Contract Amended and Restated 00/00/2019 Page 18 of 24 (x) RATES To fix, maintain, and revise fees, rates, and charges for functions, services, or facilities provided by the Authority. (xi) REGULATIONS To adopt, by resolution, regulations respecting the exercise of its power and the carrying out of its purposes. (xii) AGENTS To do and perform any acts and things authorized by this section under, through, or by means of an agent or by contracts with any person, firm, corporation or governmental entity. (xiii) JOINT OWNERSHIP To own, operate, and maintain real and personal property, and facilities in common with others, as permitted by law, and to conduct joint, partnership, cooperative, or other operations with others and to exercise all of the powers granted in this Contract in joint partnership or cooperative efforts and operations with others. (xiv) OTHER POWERS To exercise any other powers which are essential, necessary, incidental, convenient, or conducive to providing the wholesale electric power and energy requirements of the Municipalities, as well as to accomplishing the purposes, functions, services, and facilities set forth in Sections 2.0, 2.1, and 2.2 of this Organic Contract. POLITICAL SUBDIVISION The Authority shall be a political subdivision and a public corporation of the State of Colorado separate from the Municipalities. It shall have the duties, privileges, immunities, rights, liabilities, and disabilities of a public body politic and corporate. Organic Contract Amended and Restated 00/00/2019 Page 19 of 24 REVENUE BONDS The Authority is authorized to issue bonds, notes, or other obligations secured by its electric revenues pursuant to the terms, conditions, and authorization contained in C.R.S. § 29-1-204(7). 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. FILING OF CONTRACT A copy of this Contract shall be filed with the Division of Local Government of the State of Colorado within ten (10) days after its execution by the Municipalities. NOTICES Any formal notice, demand, or request provided for in this Contract shall be in writing and shall be deemed properly served, given, or made if delivered in person or sent by registered or certified mail, postage prepaid, to the persons specified below: Town of Estes Park, Colorado c/o Town Administrator P.O. Box 1200 Estes Park, Colorado 80517 City of Fort Collins, Colorado c/o Utilities Executive Director P.O. Box 580 Fort Collins, Colorado 80522 City of Longmont, Colorado c/o Director of Longmont Power & Communications 1100 South Sherman Longmont, Colorado 80501 Organic Contract Amended and Restated 00/00/2019 Page 20 of 24 City of Loveland, Colorado c/o Water and Power Director 200 North Wilson Loveland, Colorado 80537 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. DUPLICATE ORIGINALS This Contract may be executed in several counterparts, each of which will be an original but all of which together shall constitute one and the same instrument. Organic Contract Amended and Restated 00/00/2019 Page 21 of 24 IN WITNESS WHEREOF, the Municipalities have caused this Contract, as amended, to be executed as of the 1st day of September, 2010. TOWN OF ESTES PARK, COLORADO ATTEST: By: By: Mayor Town Clerk CITY OF FORT COLLINS, COLORADO ATTEST: By: By: Mayor City Clerk APPROVED AS TO FORM: By: Assistant City Attorney CITY OF LOVELAND, COLORADO ATTEST: By: By: Mayor City Clerk APPROVED AS TO FORM: By: Assistant City Attorney CITY OF LONGMONT, COLORADO ATTEST: By: By: Mayor City Clerk APPROVED AS TO FORM AND SUBSTANCE: Organic Contract Amended and Restated 00/00/2019 Page 22 of 24 Director of Longmont Power & Communications APPROVED AS TO FORM: Assistant City Attorney PROOFREAD: Fort Collins Power Supply Agreement Amended and Restated 00/0/2019 Page 1 of 11 AMENDED CONTRACT FOR THE SUPPLY OF ELECTRIC POWER AND ENERGY This contract, made this 1st day of September , 20109, between PLATTE RIVER POWER AUTHORITY, a political subdivision organized and existing under and by virtue of the laws of the State of Colorado (hereinafter called “Platte River”) and the CITY OF FORT COLLINS, COLORADO, a municipal corporation of the State of Colorado (hereinafter called “Fort Collins.”) WITNESSETH: WHEREAS, Platte River was formed by Estes Park, Fort Collins, Longmont, and Loveland (hereinafter collectively called “Municipalities”) in order to provide the wholesale power and energy requirements of the Municipalities in a reliable, cost-effective, and environmentally responsible manner; and WHEREAS, Platte River, owns, operates, and maintains electric generating facilities, transmission lines, substations, and related facilities for the purpose of supplying electric power and energy to the electric systems owned and operated by the Municipalities for resale; and WHEREAS, Platte River has heretofore entered into or will enter into agreements for the sale of electric power and energy similar in form to this Agreement with the cities of Estes Park, Longmont, and Loveland; and WHEREAS, 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; WHEREAS, through this Agreement the parties acknowledge that the electric industry is evolving from an industry dominated by central station power to one that will likely employ increasing amounts of distributed generation resources; and WHEREAS, the Platte River Board of Directors approved a Resource Diversification Policy with the goal of becoming 100% non-carbon by 2030 and in doing so the Board recognized that distributed generation will be needed to achieve this goal; and WHEREAS, intermittent resources must be managed to ensure continued system reliability; and ATTACHMENT 2 Fort Collins Power Supply Agreement Amended and Restated 00/0/2019 Page 2 of 11 WHEREAS, Platte River will equitably manage the impact of adding and firming intermittent resources amongst the four communities to ensure continued financial sustainability; and WHEREAS, the parties recognize that the exceptions created to the all-requirements provision set forth in Article 1(a) are not intended to be the only means by which the parties either singularly or in coordination work toward meeting the goal of the Resource Diversification Policy; and WHEREAS, the parties intend through the expanded covenant contained in Article 3(c) to meet routinely to review new technologies and business models that may merit recognition through specific amendments to this Agreement; and WHEREAS, in order to meet the goal of the Resource Diversification Policy the parties are committed to use this incremental amendment process to explore expanding opportunities for distributed generation resources that likely become an increasingly important component of our future resource mix and to amend this agreement when appropriate to accommodate technologies and business models that are not contemplated today; and WHEREAS, in order to accomplish amendments identified as suitable exceptions to the all-requirements provisions set forth in Article 1(a) Platte River recognizes that it may be necessary in future financings to modify bond covenant restrictions. NOW, THEREFORE, in consideration of the mutual undertakings herein contained, the Parties hereto agree as follows: Article 1: Sale and Purchase of Electric Power and Energy (a) Platte River shall sell and deliver to Fort Collins and Fort Collins shall purchase and receive from Platte River all electric power and energy which Fort Collins shall require for the operation of its municipal electric system to the extent that Platte River shall have such power and energy available; provided, however, that (1) Fort Collins shall have the right to continue to generate its own power and energy to the extent of the capacity of its generating facilities in service on September 5, 1974 and may also generate power and energy for its own use from any new generation resource(s) owned and operated by Fort Collins provided that the total rated capacity of all such new generation is no greater than 1,000 kW or one percent of the peak load of Fort Collins, whichever is greater, provided further that if Fort Collins develops new generation resources of a total rated capacity as set forth above Platte River commits that it will meet with Fort Collins to discuss in good faith an increase in the total rated capacity limit, and (2) Fort Collins Fort Collins Power Supply Agreement Amended and Restated 00/0/2019 Page 3 of 11 shall not be in violation of the all requirements purchase obligation herein when it purchases power from net metered customers, provided that for customers who have entered into agreements with entities that own and operate solar generation located on the customer’s property size the solar generation to supply no more than one hundred and twenty percent (120%) of the annual average consumption of electricity by the customer at that site. (b) Subject to the provisions of Article 2(a), Fort Collins hereby binds itself to take and pay for all power and energy that is generated, purchased, or otherwise obtained by Platte River, and is furnished to Fort Collins for resale pursuant to Article 1(a) hereof, said payment to be made at the rates set forth in the Tariff Schedules of Platte River in effect at the time the power and energy is furnished to Fort Collins. Article 2: Rate for Power and Energy (a) Fort Collins shall pay Platte River for all electric power and energy furnished hereunder at the rates and on the terms and conditions as provided in the Platte River Tariff Schedules; provided, however, that notwithstanding any other provision of this Agreement, the obligation of Fort Collins to pay Platte River for all electric power and energy furnished hereunder shall be, and is, a special obligation of Fort Collins payable solely from revenues to be received by Fort Collins from the sale of electric power and energy to its electric utility customers during the term hereof and is not a lien, charge, or liability against Fort Collins or against any property or funds of Fort Collins other than revenues to be received by Fort Collins from the sale of electric power and energy to its electric utility customers during the term hereof, and the obligation to pay Platte River for all electric power and energy furnished hereunder does not constitute a debt, liability, or obligation of Fort Collins other than from its revenues to be received from the sale of electric power and energy to its electric utility customers during the term hereof, and Fort Collins is not otherwise obligated to pay such obligation. (b) The Board of Directors of Platte River at such intervals as it shall deem appropriate, but in any event not less frequently than once in each calendar year, shall review the rates for electric power and energy furnished hereunder and under similar agreements with the other Municipalities and, if necessary, shall revise such rates to produce revenues which shall be sufficient, but only sufficient, with the revenues of Platte River from all other sources, (i) to meet the cost of operation and maintenance (including, without limitation, fuel, replacements, insurance, taxes, fees, and administrative and general Fort Collins Power Supply Agreement Amended and Restated 00/0/2019 Page 4 of 11 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 revision of the rates with the effective date thereof, which shall be not less than thirty (30) days after the date of the notice. All rate adjustments shall apply equally to all Municipalities to which Platte River furnishes electric power and energy, unless otherwise agreed upon, and shall not be discriminatory. Fort Collins agrees that the rates from time to time established by the Board of Directors of Platte River shall be deemed to be substituted for the rates presently contained in the Tariff Schedules and agrees to pay for electric power and energy furnished to it hereunder after the effective date of any revisions to the Tariff Schedules at such revised rates. Article 3: Covenants of Platte River (a) Platte River shall use reasonable diligence to furnish a constant and uninterrupted supply of electric power and energy hereunder. If the supply of electric power and energy shall fail, or be interrupted, or become defective through uncontrollable forces, as defined herein, Platte River shall not be liable for any claim or damages caused thereby. (b) After first satisfying the electric power and energy requirements of all Municipalities to which it furnishes electric power and energy, Platte River may, in its sole discretion, market and dispose of any surplus electric power and energy which it owns or produces or which Platte River is obligated by contract to purchase, under the most advantageous terms and conditions obtainable. (c) Platte River shall carry out the planning, design, construction, and operating decisions associated with the performance of its obligations under this Agreement in an environmentally responsible manner. This includes, but is not limited to, scheduling meetings with Fort Collins at least every two years to review new technologies and business models that may serve to increase the penetration of distributed generation and efficiency technologies. As Fort Collins Power Supply Agreement Amended and Restated 00/0/2019 Page 5 of 11 appropriate the parties will amend this Agreement to allow such new technologies and business models to operate within the retail service territory of Fort Collins. Article 4: Covenants of Fort Collins (a) Fort Collins agrees to maintain rates for electric power and energy furnished to its electric utility customers which will, after payment of all of Fort Collins' costs of operation and maintenance (including, without limitation, replacements, insurance, administrative and general overhead expense), return to Fort Collins sufficient revenue to meet its obligations to Platte River hereunder. (b) Fort Collins shall not sell at wholesale any of the electric energy delivered to it hereunder to any of its customers for resale by that customer, unless such resale is specifically approved in writing by Platte River. (c) Fort Collins acknowledges that it is familiar with the provision of Platte River's contract with the Western Area Power Administration, which requires, as a condition of the purchase of federally generated power, that the Municipalities comply with certain provisions of the “General Power Contract Provisions,” which is attached hereto as Attachment A. Fort Collins acknowledges its compliance obligations under the General Power Contract Provisions, as that document presently exists and as it may be modified in the future. Article 5: Conditions of Delivery of Power and Energy (a) The electric power and energy to be furnished by Platte River shall be alternating current, sixty (60) hertz, three-phase, subject to conditions of delivery and measurement as hereinafter provided and in the Tariff Schedules. (b) Responsibilities for the facilities through which electric power and energy is delivered are set forth in Attachment B of this Agreement, attached hereto and made a part hereof. (c) Fort Collins shall make and pay for all final connections between its system and the system owned by, or available to, Platte River at the points of delivery agreed upon. (d) Unless otherwise agreed, Fort Collins shall install, own, and maintain the necessary substation equipment at the points of delivery from the system of, or available to, Platte River and shall install, own, and maintain switching and protective equipment of adequate design and sufficient capacity beyond such points of delivery to enable Fort Collins to take and use the electric power and energy supplied hereunder without hazard to such system. Fort Collins Power Supply Agreement Amended and Restated 00/0/2019 Page 6 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 1020,000 kVa 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 agreement of the Parties. (b) At least thirty (30) days prior to the date of such annual consultation, Fort Collins shall provide Platte River with two (2) copies of its latest estimate of requirements for delivery of power and energy covering a future period of ten (10) years. Platte River shall review Fort Collins's Fort Collins Power Supply Agreement Amended and Restated 00/0/2019 Page 7 of 11 annual estimates and shall consider them in preparing Platte River's annual system plan. Following Platte River's annual consultations on delivery requirements with all Municipalities, Platte River shall prepare an annual system plan for the delivery of power and energy to all Municipalities covering a future period of ten (10) years. Decisions regarding the construction of any transmission and delivery facilities by Platte River primarily to supply Fort Collins, will take into account Fort Collins' long-range distribution requirements and costs and the long-range costs and benefits of alternative service plans. Platte River's annual system plan shall include appropriate load flow and stability studies and a copy thereof shall be furnished to Fort Collins if requested. Article 7: Measurement of Power and Energy (a) Metering equipment shall be furnished, installed, and maintained by Platte River at each point of delivery to Fort Collins at the low high voltage side of the transforming equipment or at such other points as agreed upon by the Parties. (b) Loss adjustments for low high voltage side or remote metering shall be as specified in the Tariff Schedule or as otherwise agreed by the Parties. Article 8: Meter Readings and Payment of Bills (a) Platte River shall read meters and invoice Fort Collins for power and energy furnished hereunder at approximately monthly intervals. Such invoices shall be due and payable to Platte River within fifteen (15) days from date of issuance and shall become delinquent thereafter. (b) If Fort Collins' monthly bill becomes delinquent, late charges at the rate of a one and one-half percent (1½ %) per month of the unpaid balance shall be added, and if such bill is delinquent for a period of fifteen (15) days or longer, Platte River may discontinue delivery of electric power and energy not less than fifteen (15) days following written notice to Fort Collins. Article 9: Meter Testing and Billing Adjustment (a) Platte River shall test and calibrate meters by comparison with accurate standards at intervals of twelve (12) months, and shall also make special meter tests at any time at Fort Collins' request. The cost of all tests shall be borne by Platte River; provided, however, that if any special meter test made at Fort Collins' request shall disclose that the meters are recording Fort Collins Power Supply Agreement Amended and Restated 00/0/2019 Page 8 of 11 accurately, Fort Collins shall reimburse Platte River for the cost of such test. Meters registering within two percent (2%) above or below normal shall be deemed to be accurate. (b) The readings of any meter which are disclosed by test to be inaccurate shall be corrected from the beginning of the monthly billing period immediately preceding the billing period during which the test was made; provided, that no correction shall be made for a longer period than such inaccuracy is determined by Platte River to have existed. If a meter fails to register, the electric power and energy delivered during such period of failure shall, for billing purposes, be estimated by Platte River from the best information available. (c) Platte River shall notify Fort Collins in advance of any meter reading or test so that Fort Collins' representative may be present at such meter reading or test. Article 10: Right of Occupancy and Access Both Parties shall have a revocable license to occupy the property of the other Party necessary to deliver and receive power and energy under this Agreement as described in Attachment B. Duly authorized representatives of either Party shall be permitted to enter the premises of the other Party at all reasonable times in order to carry out the provisions of this Agreement and those described in Attachment B. Article 11: Uncontrollable Forces Neither Party to this Agreement shall be considered to be in default in performance of any of its obligations, except the agreement to make payment, when a failure of performance shall be due to an uncontrollable force. The term “uncontrollable force” means any cause beyond the control of the Party affected, including but not restricted to, failure of or threat of failure of facilities, flood, 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. Fort Collins Power Supply Agreement Amended and Restated 00/0/2019 Page 9 of 11 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 between Platte River and Fort Collins, dated July 1, 1998 September 1, 2010. This Agreement shall remain in effect until December 31, 205060, and thereafter until terminated by either Party following not less than twelve (12) months written notice to the other Party of its intention to terminate. (b) The Transmission Facilities Agreement between Platte River and Fort Collins dated February 22, 1980, shall be deemed terminated as of the date of this Agreement. Article 14: Notices Any formal notice provided for in this Agreement, and the payment of monies due, shall be deemed properly served, given or made, if delivered in person or sent by regular mail to the persons specified below: For Platte River: General Manager Platte River Power Authority 2000 East Horsetooth Road Fort Collins, Colorado 80525 For Fort Collins: Utilities General Manager City of Fort Collins P. O. Box 580 Fort Collins, Colorado 80522 Article 15: Severability In the event that any of the terms, covenants, or conditions of this Agreement or their application shall be held invalid as to any person or circumstance by any Court having jurisdiction, Fort Collins Power Supply Agreement Amended and Restated 00/0/2019 Page 10 of 11 the remainder of this Agreement and the application of its terms, covenants, or conditions to such persons or circumstances shall not be affected thereby. Fort Collins Power Supply Agreement Amended and Restated 00/0/2019 Page 11 of 11 IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed the day and year first above written. PLATTE RIVER POWER AUTHORITY: By: General Manager ATTEST: By: Assistant Secretary CITY OF FORT COLLINS: By: Mayor ATTEST: By: City Clerk APPROVED AS TO FORM: Assistant City Attorney ATTACHMENT A Effective September 1, 2007 WESTERN AREA POWER ADMINISTRATION GENERAL POWER CONTRACT PROVISIONS Page I. APPLICABILITY. 1 1. Applicability. ...................................................................................................................................................................................... 1 II. DELIVERY OF SERVICE PROVISIONS. 1 2. Character of Service. ......................................................................................................................................................................... 1 3. Use of Capacity or Energy in Excess of Contract Obligation. .................................................................................................... 1 4. Continuity of Service. ....................................................................................................................................................................... 1 5. Multiple Points of Delivery. ............................................................................................................................................................ 2 6. Metering. ............................................................................................................................................................................................. 2 7. Existence of Transmission Service Contract. ................................................................................................................................ 3 8. Conditions of Transmission Service. .............................................................................................................................................. 3 9. Multiple Points of Delivery Involving Direct and Indirect Deliveries. .................................................................................... 3 10. Construction, Operation, and Maintenance of Contractor's Power System. ........................................................................... 3 III. RATES, BILLING, AND PAYMENT PROVISIONS. 4 11. Change of Rates. ................................................................................................................................................................................ 4 12. Minimum Seasonal or Annual Capacity Charge. ........................................................................................................................ 4 13. Billing and Payment. ......................................................................................................................................................................... 4 14. Nonpayment of Bills in Full When Due. ....................................................................................................................................... 5 15. Adjustments for Fractional Billing Period. ................................................................................................................................... 5 16. Adjustments for Curtailments to Firm Service. ............................................................................................................................ 5 IV. POWER SALES PROVISIONS. 6 17. Resale of Firm Electric Service (Wholesale Sales for Resale). .................................................................................................... 6 18. Distribution Principles. .................................................................................................................................................................... 6 19. Contract Subject to Colorado River Compact. .............................................................................................................................. 6 V. FACILITIES PROVISIONS. 7 20. Design Approval. .............................................................................................................................................................................. 7 21. Inspection and Acceptance. ............................................................................................................................................................. 7 22. As-Built Drawings. ............................................................................................................................................................................ 7 23. Equipment Ownership Markers. .................................................................................................................................................... 7 24. Third-Party Use of Facilities. ........................................................................................................................................................... 8 25. Changes to Western Control Facilities. .......................................................................................................................................... 8 26. Modification of Western Facilities. ................................................................................................................................................. 8 27. Transmission Rights. ........................................................................................................................................................................ 8 28. Construction and Safety Procedures. ............................................................................................................................................. 8 29. Environmental Compliance. ............................................................................................................................................................ 9 30. Responsibility for Regulated Materials. ........................................................................................................................................ 9 VI. OTHER PROVISIONS. 10 Effective September 1, 2007 1 WESTERN AREA POWER ADMINISTRATION GENERAL POWER CONTRACT PROVISIONS I. APPLICABILITY. 1. Applicability. 1.1 These General Power Contract Provisions (Provisions) shall be a part of the contract to which they are attached. In the event these Provisions differ from requirements of the contract, specific terms set forth in the contract shall prevail. 1.2 If the Contractor has member utilities which are either directly or indirectly receiving benefits from the contract, then the Contractor shall require such members to comply with Provisions 10, 17, 18, 19, 29, 30, 36, 43, 44, and 45 of these General Power Contract Provisions. II. DELIVERY OF SERVICE PROVISIONS. 2. Character of Service. Electric energy supplied or transmitted under the contract will be three-phase, alternating current, at a nominal frequency of sixty (60) hertz (cycles per second). 3. Use of Capacity or Energy in Excess of Contract Obligation. The Contractor is not entitled to use Federal power, energy, or capacity in amounts greater than the Western contract delivery obligation in effect for each type of service provided for in the contract except with the approval of Western. Unauthorized overruns of contract delivery obligations shall be subject to charges specified in the contract or the applicable rate schedules. Overruns shall not establish any continuing right thereto and the Contractor shall cease any overruns when requested by Western, or in the case of authorized overruns, when the approval expires, whichever occurs first. Nothing in the contract shall obligate Western to increase any delivery obligation. If additional power, energy, or capacity is not available from Western, the responsibility for securing additional power, energy, or capacity shall rest wholly with the Contractor. 4. Continuity of Service. Electric service will be supplied or transmitted continuously except for: (1) fluctuations, interruptions, or reductions due to uncontrollable forces, as defined in Provision 34 (Uncontrollable Forces) herein, (2) fluctuations, interruptions, or reductions due to operation of devices installed for power system protection; and (3) temporary fluctuations, interruptions, or reductions, which, in the opinion of the party supplying the service, are necessary or desirable for the purposes of maintenance, repairs, replacements, installation of equipment, or investigation and inspection. The party supplying service, except in case of emergency, will give the party to whom service is being provided reasonable advance notice of such temporary interruptions or reductions and will remove the cause thereof with diligence. Effective September 1, 2007 2 5. Multiple Points of Delivery. When electric service is supplied at or transmitted to two or more points of delivery under the same rate schedule, said rate schedule shall apply separately to the service supplied at or transmitted to each point of delivery; Provided, That where the meter readings are considered separately, and during abnormal conditions, the Contractor's system is interconnected between points of delivery such that duplication of metered power is possible, the meter readings at each affected point of delivery will be adjusted to compensate for duplication of power demand recorded by meters at alternate points of delivery due to abnormal conditions which are beyond the Contractor's control or temporary conditions caused by scheduled outages. 6. Metering. 6.1 The total electric power and energy supplied or transmitted under the contract will be measured by metering equipment to be furnished and maintained by Western, a designated representative of Western, or where situations deem it appropriate as determined by Western, by the Contractor or its agent(s). In the event metering equipment is furnished and maintained by the Contractor or its agent(s) and the equipment is used for billing and other accounting purposes by Western, the Contractor shall ensure that the metering equipment complies with applicable metering policies established by Western. 6.2 Meters shall be secured by appropriate security measures and meters shall not be accessed except when the meters are to be inspected, tested, adjusted, or repaired. Representatives of affected parties shall be afforded reasonable opportunity to be present upon such occasions. Metering equipment shall be inspected and tested each year by the party responsible for meter maintenance, unless a different test interval is determined in accordance with good utility practices by an applicable regional metering policy, or as agreed upon by the parties. Meters shall also be tested at any reasonable time upon request by a party hereto, or by an affected supplemental power supplier, transmission agent, or control area operator. Any metering equipment found to be damaged, defective, or inaccurate shall be repaired and readjusted or replaced by the party responsible for meter maintenance as soon as practicable. Meters found with security breaches shall be tested for tampering and, if appropriate, meter readings shall be adjusted by Western pursuant to Provision 6.3 below. 6.3 Except as otherwise provided in Provision 6.4 hereof, should any meter that is used by Western for billing or other accounting purposes fail to register accurately, the electric power and energy supplied or transmitted during the period of failure to register accurately, shall, for billing purposes, be estimated by Western from the best available information. 6.4 If inspections and tests of a meter used by Western for billing or other accounting purposes disclose an error exceeding 2 percent, or a lesser range in error as agreed upon by the parties, then a correction based upon the inaccuracy found shall be made to the service records for the period of inaccuracy as determined by Western. If the period of inaccuracy cannot be determined, the inaccuracy shall be assumed to have existed during the entire monthly billing period immediately preceding the billing period in which the inspection or test was made and the resulting correction shall be made accordingly. 6.5 Any correction in billing or other accounting information that results from a correction in meter records shall be made in a subsequent monthly bill rendered by Western to the Contractor. Payment of such bill shall constitute full adjustment of any claim between the parties arising out of inaccurate metering equipment. Effective September 1, 2007 3 7. Existence of Transmission Service Contract. If the contract provides for Western to furnish services using the facilities of a third party, the obligation of Western shall be subject to and contingent upon the existence of a transmission service contract granting Western rights to use such facilities. If Western acquires or constructs facilities which would enable it to furnish direct service to the Contractor, Western, at its option, may furnish service over its own facilities. 8. Conditions of Transmission Service. 8.1 When the electric service under the contract is furnished by Western over the facilities of others by virtue of a transmission service arrangement, the power and energy will be furnished at the voltage available and under the conditions which exist from time to time on the transmission system over which the service is supplied. 8.2 Unless otherwise provided in the contract or applicable rate schedule, the Contractor shall maintain a power factor at each point of delivery from Western’s transmission agent as required by the transmission agent. 8.3 Western will endeavor to inform the Contractor from time to time of any changes planned or proposed on the system over which the service is supplied, but the costs of any changes made necessary in the Contractor's system, because of changes or conditions on the system over which the service is supplied, shall not be a charge against or a liability of Western. 8.4 If the Contractor, because of changes or conditions on the system over which service under the contract is supplied, is required to make changes on its system at its own expense in order to continue receiving service under the contract, then the Contractor may terminate service under the contract upon not less than sixty (60) days written notice given to Western prior to making such changes, but not thereafter. 8.5 If Western notifies the Contractor that electric service provided for under the contract cannot be delivered to the Contractor because of an insufficiency of capacity available to Western in the facilities of others over which service under the contract is supplied, then the Contractor may terminate service under the contract upon not less than sixty (60) days written notice given to Western prior to the date on which said capacity ceases to be available to Western, but not thereafter. 9. Multiple Points of Delivery Involving Direct and Indirect Deliveries. When Western has provided line and substation capacity under the contract for the purpose of delivering electric service directly to the Contractor at specified direct points of delivery and also has agreed to absorb transmission service allowance or discounts for deliveries of energy over other system(s) to indirect points of delivery and the Contractor shifts any of its load served under the contract from direct delivery to indirect delivery, Western will not absorb the transmission service costs on such shifted load until the unused capacity, as determined solely by Western, available at the direct delivery points affected is fully utilized. 10. Construction, Operation, and Maintenance of Contractor's Power System. The Contractor shall, and, if applicable, shall require each of its members or transmission agents to construct, operate, and maintain its power system in a manner which, as determined by Western, will not interfere Effective September 1, 2007 4 with the operation of the system of Western or its transmission agents over which electric services are furnished to the Contractor under the contract, and in a manner which will coordinate with the protective relaying and other protective arrangements of the system(s) of Western or Western's transmission agents. Western may reduce or discontinue furnishing services to the Contractor if, after notice by Western, the Contractor fails or refuses to make such changes as may be necessary to eliminate an unsatisfactory condition on the Contractor's power system which is determined by Western to interfere significantly under current or probable conditions with any service supplied from the power system of Western or from the power system of a transmission agent of Western. Such a reduction or discontinuance of service will not relieve the Contractor of liability for any minimum charges provided for in the contract during the time said services are reduced or discontinued. Nothing in this Provision shall be construed to render Western liable in any manner for any claims, demands, costs, losses, causes of action, damages, or liability of any kind or nature arising out of or resulting from the construction, operation, or maintenance of the Contractor's power system. III. RATES, BILLING, AND PAYMENT PROVISIONS. 11. Change of Rates. Rates applicable under the contract shall be subject to change by Western in accordance with appropriate rate adjustment procedures. If at any time the United States promulgates a rate changing a rate then in effect under the contract, it will promptly notify the Contractor thereof. Rates shall become effective as to the contract as of the effective date of such rate. The Contractor, by written notice to Western within ninety (90) days after the effective date of a rate change, may elect to terminate the service billed by Western under the new rate. Said termination shall be effective on the last day of the billing period requested by the Contractor not later than two (2) years after the effective date of the new rate. Service provided by Western shall be paid for at the new rate regardless of whether the Contractor exercises the option to terminate service. 12. Minimum Seasonal or Annual Capacity Charge. When the rate in effect under the contract provides for a minimum seasonal or annual capacity charge, a statement of the minimum capacity charge due, if any, shall be included in the bill rendered for service for the last billing period of the service season or contract year as appropriate, adjusted for increases or decreases in the contract rate of delivery and for the number of billing periods during the year or season in which service is not provided. Where multiple points of delivery are involved and the contract rate of delivery is stated to be a maximum aggregate rate of delivery for all points, in determining the minimum seasonal or annual capacity charge due, if any, the monthly capacity charges at the individual points of delivery shall be added together. 13. Billing and Payment. 13.1 Western will normally issue bills to the Contractor for services furnished during the preceding month within ten (10) days after the end of the billing period. 13.2 If Western is unable to issue timely monthly bill(s), Western may elect to render estimated bill(s). Such estimated bill(s) shall be subject to the same payment provisions as final bill(s), and any applicable adjustments will be shown on a subsequent monthly bill. Effective September 1, 2007 5 13.3 Payments of bills issued by Western are due and payable by the Contractor before the close of business on the twentieth (20th) calendar day after the date of issuance of each bill or the next business day thereafter if said day is a Saturday, Sunday, or Federal holiday. Bills shall be considered paid when payment is received by Western. Bills will be paid electronically or via the Automated Clearing House method of payment unless a written request to make payments by mail is submitted by the Contractor and approved by Western. Should Western agree to accept payments by mail, these payments will be accepted as timely and without assessment of the charge provided for in Provision 14 (Nonpayment of Bills in Full When Due) if a United States Post Office first class mail postmark indicates the payment was mailed at least three (3) calendar days before the due date. 13.4 The parties agree that net billing procedures will be used for payments due Western by the Contractor and for payments due the Contractor by Western for the sale or exchange of electric power and energy, use of transmission facilities, operation and maintenance of electric facilities, and other services. Payments due one party in any month shall be offset against payments due the other party in such month, and the resulting net balance shall be paid to the party in whose favor such balance exists. The parties shall exchange such reports and information that either party requires for billing purposes. Net billing shall not be used for any amounts due which are in dispute. 14. Nonpayment of Bills in Full When Due. 14.1 Bills not paid in full by the Contractor by the due date specified in Provision 13 (Billing and Payment) hereof shall bear a charge of five hundredths percent (0.05%) of the principal sum unpaid for each day payment is delinquent, to be added until the amount due is paid in full. Western will also assess a fee of twenty- five dollars ($25.00) for processing a late payment. Payments received will first be applied to the charges for late payment assessed on the principal and then to payment of the principal. 14.2 Western shall have the right, upon not less than fifteen (15) days advance written notice, to discontinue furnishing the services specified in the contract for nonpayment of bills in full when due, and to refuse to resume such services so long as any part of the amount due remains unpaid. Such a discontinuance of service will not relieve the Contractor of liability for minimum charges during the time service is so discontinued. The rights reserved to Western herein shall be in addition to all other remedies available to Western either by law or in equity, for the breach of any of the terms hereof. 15. Adjustments for Fractional Billing Period. The demand or capacity charge and minimum charges shall each be proportionately adjusted when fractional billing periods are applicable under this contract. A fractional billing period can occur: (1) at the beginning or end of electric service; (2) at the beginning or end of irrigation pumping service each year; (3) for a fractional billing period under a new rate schedule; or (4) for fractional periods due to withdrawals of electric services. The adjustment will be made based on the ratio of the number of hours that electric service is available to the Contractor in such fractional billing period to the total number of hours in the billing period involved. Energy billing shall not be affected by fractional billing periods. 16. Adjustments for Curtailments to Firm Service. 16.1 Billing adjustments will be made if firm electric service is interrupted or reduced because of conditions on the power system of the United States for periods of one (1) hour or longer in duration each. Effective September 1, 2007 6 Billing adjustments will not be made when such curtailment of electric service is due to a request by the Contractor or a discontinuance of electric service by Western pursuant to Provision 14 (Nonpayment of Bills in Full When Due). For purposes of billing adjustments under this Provision, the term power system of the United States shall include transmission facilities used under contract but not owned by the United States. 16.2 The total number of hours of curtailed firm electric service in any billing period shall be determined by adding: (1) the sum of the number of hours of interrupted electric service to (2) the product, of each reduction, of: the number of hours reduced electric service and the percentage by which electric service was reduced below the delivery obligation of Western at the time of each said reduction of electric service. The demand or capacity charge and applicable minimum charges shall each be proportionately adjusted in the ratio that the total number of hours of electric service determined to have been curtailed bears to the total number of hours in the billing period involved. 16.3 The Contractor shall make written claim within thirty (30) days after receiving the monthly bill, for adjustment on account of any curtailment of firm electric service, for periods of one (1) hour or longer in duration each, alleged to have occurred that is not reflected in said bill. Failure to make such written claim, within said thirty-day (30-day) period, shall constitute a waiver of said claim. All curtailments of electric service, which are due to conditions on the power system of the United States , shall be subject to the terms of this Provision; Provided, That withdrawal of power and energy under the contract shall not be considered a curtailment of electric service. IV. POWER SALES PROVISIONS. 17. Resale of Firm Electric Service (Wholesale Sales for Resale). The Contractor shall not sell any firm electric power or energy supplied under the contract to any electric utility customer of the Contractor for resale by that utility customer; Provided, That the Contractor may sell the electric power and energy supplied under the contract to its members on condition that said members not sell any of said power and energy to any customer of the member for resale by that customer. 18. Distribution Principles. The Contractor agrees that the benefits of firm electric power or energy supplied under the contract shall be made available to its consumers at rates that are established at the lowest possible level consistent with sound business principles, and that these rates will be established in an open and public manner. The Contractor further agrees that it will identify the costs of firm electric power or energy supplied under the contract and power from other sources to its consumers upon request. The Contractor will demonstrate compliance with the requirements of this Provision to Western upon request. 19. Contract Subject to Colorado River Compact. Where the energy sold under the contract is generated from waters of the Colorado River system, the contract is made upon the express condition and with the express covenant that all rights under the contract shall be subject to and controlled by the Colorado River Compact approved by Section 13 (a) of the Boulder Canyon Project Act of December 21, 1928, 43 U.S.C. §§ 617a-e, and the parties to the contract shall observe and be subject to and controlled by said Colorado River Compact in the construction, management, and operation of the dams, reservoirs, and powerplants from which electrical energy is to be furnished by Western to the Contractor Effective September 1, 2007 7 under the contract, and in the storage, diversion, delivery, and use of water for the generation of electrical energy to be delivered by Western to the Contractor under the contract. V. FACILITIES PROVISIONS. 20. Design Approval. All facilities, construction, and installation by the Contractor pursuant to the contract shall be subject to the approval of Western. Facilities interconnections shall normally conform to Western’s current "General Requirements for Interconnection," in effect upon the signing of the contract document providing for each interconnection, copies of which are available from Western. At least ninety (90) days, unless otherwise agreed, prior to the date the Contractor proposes to commence construction or to incur an obligation to purchase facilities to be installed pursuant to the contract, whichever date is the earlier, the Contractor shall submit, for the approval of Western, detailed designs, drawings, and specifications of the facilities the Contractor proposes to purchase, construct, and install. The Contractor assumes all risks for construction commenced or obligations to purchase facilities incurred prior to receipt of approval from Western. Western review and approval of designs and construction work in no way implies that Western is certifying that the designs meet the Contractor’s needs. 21. Inspection and Acceptance. Western shall have the right to inspect the materials and work furnished by the Contractor, its agents, employees, and subcontractors pursuant to the contract. Such inspections shall be at reasonable times at the work site. Any materials or work that Western determines is defective or not in accordance with designs, drawings, and specifications, as approved by Western, shall be replaced or modified, as directed by Western, at the sole expense of the Contractor before the new facilities are energized. 22. As-Built Drawings. Within a reasonable time, as determined by Western, after the completion of construction and installation of facilities pursuant to the contract, the Contractor shall submit to Western marked as-built prints of all Western drawings affected by changes made pursuant to the contract and reproducible drawings the Contractor has prepared showing facilities of Western. The Contractor's drawings of Western facilities shall use drawing title blocks, drawing numbers, and shall be prepared in accordance with drafting standards all as approved by Western. Western may prepare, revise, or complete said drawings and bill the Contractor if the Contractor fails to provide such drawings to Western within a reasonable time as determined by Western. 23. Equipment Ownership Markers. 23.1 The Contractor shall identify all movable equipment and, to the extent agreed upon by the parties, all other salvageable facilities constructed or installed on the United States right-of-way or in Western substations pursuant to the contract which are owned by the Contractor, by permanently affixing thereto suitable markers clearly identifying the Contractor as the owner of said equipment and facilities. 23.2 If requested by the Contractor, Western shall identify all movable equipment and, to the extent agreed upon by the parties, all other salvageable facilities constructed or installed on the Contractor's right- of-way or in the Contractor's substations pursuant to the contract which are owned by the United States, by Effective September 1, 2007 8 permanently affixing thereto suitable markers clearly identifying the United States as the owner of said equipment and facilities. 24. Third-Party Use of Facilities. The Contractor shall notify Western of any proposed system change relating to the facilities governed by the contract or allowing third-party use of the facilities governed by the contract. If Western notifies the Contractor that said system change will, as solely determined by Western, adversely affect the operation of Western's system the Contractor shall, at no cost to Western, provide a solution to said adverse effect acceptable to Western. 25. Changes to Western Control Facilities. If at any time during the term of the contract, Western determines that changes or additions to control, relay, or communications facilities are necessary to maintain the reliability or control of Western's transmission system, and said changes or additions are entirely or partially required because of the Contractor's equipment installed under the contract, such changes or additions shall, after consultation with the Contractor, be made by Western with all costs or a proportionate share of all costs, as determined by Western, to be paid by the Contractor. Western shall notify the Contractor in writing of the necessary changes or additions and the estimated costs to be paid by the Contractor. If the Contractor fails to pay its share of said estimated costs, Western shall have the right, after giving sixty (60) days' written notice to the Contractor, to terminate the applicable facility installation provisions to the contract and require the removal of the Contractor's facilities. 26. Modification of Western Facilities. Western reserves the right, at any time, to modify its facilities. Western shall keep the Contractor informed of all planned modifications to Western facilities which impact the facilities installation pursuant to the contract. Western shall permit the Contractor to change or modify its facilities, in a manner satisfactory to and at no cost or expense to Western, to retain the facilities interconnection pursuant to the contract. At the Contractor's option, Western shall cooperate with the Contractor in planning alternate arrangements for service which shall be implemented at no cost or expense to Western. The Contractor and Western shall modify the contract, as necessary, to conform to the new facilities arrangements. 27. Transmission Rights. If the contract involves an installation which sectionalizes a Western transmission line, the Contractor hereby agrees to provide a transmission path to Western across such sectionalizing facilities at no cost or expense to Western. Said transmission path shall be at least equal, in terms of capacity and reliability, to the path in the Western transmission line prior to the installation pursuant to the contract. 28. Construction and Safety Procedures. 28.1 The Contractor hereby acknowledges that it is aware of the hazards inherent in high- voltage electric lines and substations, and hereby assumes full responsibility at all times for the adoption and use of necessary safety measures required to prevent accidental harm to personnel engaged in the construction, inspection, testing, operation, maintenance, replacement, or removal activities of the Contractor pursuant to the contract. The Contractor and the authorized employees, agents, and subcontractors of the Contractor shall comply Effective September 1, 2007 9 with all applicable safety laws and building and construction codes, including the provisions of Chapter 1 of the Power System Operations Manual, entitled Power System Switching Procedure, and the Occupational Safety and Health Administration regulations, Title 29 C.F.R. §§ 1910 and 1926, as amended or supplemented. In addition to the safety program required herein, upon request of the United States , the Contractor shall provide sufficient information to demonstrate that the Contractor's safety program is satisfactory to the United States. 28.2 The Contractor and its authorized employees, agents, and subcontractors shall familiarize themselves with the location and character of all the transmission facilities of Western and interconnections of others relating to the work performed by the Contractor under the contract. Prior to starting any construction, installation, or removal work, the Contractor shall submit a plan of procedure to Western which shall indicate the sequence and method of performing the work in a safe manner. No work shall be performed by the Contractor, its employees, agents, or subcontractors until written authorization to proceed is obtained from Western. 28.3 At all times when the Contractor, its employees, agents, or subcontractors are performing activities of any type pursuant to the contract, such activities shall be under supervision of a qualified employee, agent, or subcontractor of the Contractor who shall be authorized to represent the Contractor in all matters pertaining to the activity being performed. The Contractor and Western will keep each other informed of the names of their designated representatives at the site. 28.4 Upon completion of its work, the Contractor shall remove from the vicinity of the right-of- way of the United States all buildings, rubbish, used materials, concrete forms, and other like material belonging to the Contractor or used under the Contractor's direction, and in the event of failure to do so the same may be removed by Western at the expense of the Contractor. 28.5 In the event the Contractor, its employees, agents, or subcontractors fail to comply with any requirement of this Provision, or Provision 21 (Inspection and Acceptance) herein, Western or an authorized representative may issue an order to stop all or any part of the work until such time as the Contractor demonstrates compliance with the provision at issue. The Contractor, its employees, agents, or subcontractors shall make no claim for compensation or damages resulting from such work stoppage. 29. Environmental Compliance. Facilities installed under the contract by any party shall be constructed, operated, maintained, replaced, transported, and removed subject to compliance with all applicable laws, including but not limited to the National Historic Preservation Act of 1966, 16 U.S.C. §§ 470x-6, the National Environmental Policy Act of 1969, 42 U.S.C. §§ 4321-4347, the Endangered Species Act of 1973, 16 U.S.C. §§ 1531-1544, and the Archaeological Resources Protection Act of 1979, 16 U.S.C. §§ 470aa-470mm, and the regulations and executive orders implementing these laws, as they may be amended or supplemented, as well as any other existing or subsequent applicable laws, regulations, and executive orders. 30. Responsibility for Regulated Materials. When either party owns equipment containing regulated material located on the other party's substation, switchyard, right-of-way, or other property, the equipment owner shall be responsible for all activities related to regulated materials in such equipment that are necessary to meet the requirements of the Toxic Substances Control Act, 15 U.S.C. §§ 2601-2692, the Resource Conservation and Recovery Act, 42 U.S.C. §§ 6901- 6992k, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, 42 U.S.C. §§ 9601- Effective September 1, 2007 10 9675, the Oil Pollution Act of 1990, 33 U.S.C. §§ 2702-2761, the Clean Water Act, 33 U.S.C. §§ 1251-1387, the Safe Drinking Water Act, 42 U.S.C. §§ 300f-j26, and the regulations and executive orders implementing these laws, as they may be amended or supplemented, and any other existing or subsequent applicable laws, regulations, and executive orders. Each party shall label its equipment containing regulated material in accordance with appropriate laws and regulations. If the party owning the equipment does not perform activities required under appropriate laws and regulations within the time frame specified therein, the other party may perform or cause to be performed the required activities after notice to and at the sole expense of the party owning the equipment. VI. OTHER PROVISIONS. 31. Authorized Representatives of the Parties. Each party to the contract, by written notice to the other, shall designate the representative(s) who is (are) authorized to act in its behalf with respect to those matters contained in the contract which are the functions and responsibilities of the authorized representatives of the parties. Each party may change the designation of its authorized representative(s) upon oral notice given to the other, confirmed promptly by written notice. 32. Effect of Section Headings. Section headings or Provision titles appearing in the contract or these General Power Contract Provisions are inserted for convenience only and shall not be construed as interpretations of text. 33. Operating Guidelines and Procedures. The parties to the contract may agree upon and put into effect from time to time, such other written guidelines and procedures as may be required in order to establish the methods of operation of the power system to be followed in the performance of the contract. 34. Uncontrollable Forces. Neither party to the contract shall be considered to be in default in performance of any of its obligations under the contract, except to make payment as specified in Provision 13 (Billing and Payment) herein, when a failure of performance shall be due to an uncontrollable force. The term "uncontrollable force" means any cause beyond the control of the party affected, including but not restricted to, failure of or threat of failure of facilities, flood, earthquake, storm, fire, lightning, epidemic, war, riot, civil disturbance or disobedience, labor dispute, labor or material shortage, sabotage, restraint by court order or public authority and action or nonaction by, or failure to obtain the necessary authorizations or approvals from, any governmental agency or authority, which by exercise of due diligence such party could not reasonably have been expected to avoid and which by exercise of due diligence it shall be unable to overcome. Nothing contained herein shall be construed to require a party to settle any strike or labor dispute in which it may be involved. Either party rendered unable to fulfill any of its obligations under the contract by reason of an uncontrollable force shall give prompt written notice of such fact to the other party and shall exercise due diligence to remove such inability with all reasonable dispatch. 35. Liability. Effective September 1, 2007 11 35.1 The Contractor hereby agrees to indemnify and hold harmless the United States, its employees, agents, or contractors from any loss or damage and from any liability on account of personal injury, death, or property damage, or claims for personal injury, death, or property damage of any nature whatsoever and by whomsoever made arising out of the Contractors', its employees', agents', or subcontractors' construction, operation, maintenance, or replacement activities under the contract. 35.2 The United States is liable only for negligence on the part of its officers and employees in accordance with the Federal Tort Claims Act, 28 U.S.C. §§ 1346(b), 1346(c), 2401(b), 2402, 2671, 2672, 2674-2680, as amended or supplemented. 36. Cooperation of Contracting Parties. If, in the operation and maintenance of their respective power systems or electrical equipment and the utilization thereof for the purposes of the contract, it becomes necessary by reason of any emergency or extraordinary condition for either party to request the other to furnish personnel, materials, tools, and equipment for the accomplishment thereof, the party so requested shall cooperate with the other and render such assistance as the party so requested may determine to be available. The party making such request, upon receipt of properly itemized bills from the other party, shall reimburse the party rendering such assistance for all costs properly and reasonably incurred by it in such performance, including administrative and general expenses, such costs to be determined on the basis of current charges or rates used in its own operations by the party rendering assistance. Issuance and payment of bills for services provided by Western shall be in accordance with Provisions 13 (Billing and Payment) and 14 (Nonpayment of Bills in Full When Due) herein. Western shall pay bills issued by the Contractor for services provided as soon as the necessary vouchers can be prepared which shall normally be within twenty (20) days. 37. Transfer of Interest in the Contract or Change in Preference Status. 37.1 No voluntary transfer of the contract or of the rights of the Contractor under the contract shall be made without the prior written approval of the Administrator of Western. Any voluntary transfer of the contract or of the rights of the Contractor under the contract made without the prior written approval of the Administrator of Western may result in the termination of the contract; Provided, That the written approval of the Administrator shall not be unreasonably withheld; Provided further, That if the Contractor operates a project financed in whole or in part by the Rural Utilities Service, the Contractor may transfer or assign its interest in the contract to the Rural Utilities Service or any other department or agency of the Federal Government without such prior written approval; Provided further, That any successor to or assignee of the rights of the Contractor, whether by voluntary transfer, judicial sale, foreclosure sale, or otherwise, shall be subject to all the provisions and conditions of the contract to the same extent as though such successor or assignee were the original Contractor under the contract; and, Provided further, That the execution of a mortgage or trust deed, or judicial or foreclosure sales made thereunder, shall not be deemed voluntary transfers within the meaning of this Provision. 37.2 The Contractor shall maintain its status as an entity eligible for preference in Western's sale of Federal power pursuant to Reclamation law, as amended and supplemented. 37.3 Western shall give the Contractor written notice of Western's proposed determination that the Contractor has violated Provision 37.1 and Western's proposed action in response to the violation. Effective September 1, 2007 12 37.4 The Contractor shall have 120 days after receipt of Western's notice provided under Provision 37.3 to submit a written response to Western. The Contractor may also make an oral presentation to the Administrator during this 120-day period. 37.5 At any time during this process, the Contractor and Western may agree upon corrective action to resolve Western's proposed determination that the Contractor is in violation of Provision 37.1. 37.6 Within 30 days of receipt of the Contractor's written response provided under Provision 37.4, Western will notify the Contractor in writing of its final decision. The Administrator's written notice will include the intended action, the effective date thereof, and the reasons for taking the intended action. Implementation of the Administrator's action shall take place no earlier than 60 days from the Contractor's receipt of such notice. 37.7 Any successor to Western shall be subject to all the provisions and conditions of the contract to the same extent as though such successor were an original signatory to the contract. 37.8 Nothing in this Provision shall preclude any right to judicial review available to the Contractor under Federal law. 38. Choice of Law and Forum. Federal law shall control the obligations and procedures established by this contract and the performance and enforcement thereof. The forum for litigation arising from this contract shall exclusively be a Federal court of the United States, unless the parties agree to pursue alternative dispute resolution. 39. Waivers. Any waivers at any time by either party to the contract of its rights with respect to a default or any other matter arising under or in connection with the contract shall not be deemed a waiver with respect to any subsequent default or matter. 40. Notices. Any notice, demand, or request specifically required by the contract or these Provisions to be in writing shall be considered properly given when delivered in person or sent by postage prepaid registered or certified mail, commercial delivery service, facsimile, electronic, prepaid telegram, or by other means with prior agreement of the parties, to each party's authorized representative at the principal offices of the party. The designation of the person to be notified may be changed at any time by similar notice. Where facsimile or electronic means are utilized for any communication covered by this Provision, the sending party shall keep a contemporaneous record of such communications and shall verify receipt by the other party. 41. Contingent Upon Appropriations and Authorization. 41.1 Where activities provided for in the contract extend beyond the current fiscal year, continued expenditures by the United States are contingent upon Congress making the necessary appropriations required for the continued performance of the United States' obligations under the contract. In case such Effective September 1, 2007 13 appropriation is not made, the Contractor hereby releases the United States from its contractual obligations and from all liability due to the failure of Congress to make such appropriation. 41.2 In order to receive and expend funds advanced from the Contractor necessary for the continued performance of the obligations of the United States under the contract, additional authorization may be required. In case such authorization is not received, the Contractor hereby releases the United States from those contractual obligations and from all liability due to the lack of such authorization. 42. Covenant Against Contingent Fees. The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure the contract upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty, Western shall have the right to annul the contract without liability or in its discretion to deduct from the contract price or consideration the full amount of such commission, percentage, brokerage, or contingent fee. 43. Contract Work Hours and Safety Standards. The contract, to the extent that it is of a character specified in Section 103 of the Contract Work Hours and Safety Standards Act (Act), 40 U.S.C. § 329, as amended or supplemented, is subject to the provisions of the Act, 40 U.S.C. §§ 327-334, as amended or supplemented, and to regulations promulgated by the Secretary of Labor pursuant to the Act. 44. Equal Opportunity Employment Practices. Section 202 of Executive Order No. 11246, 30 Fed. Reg. 12319 (1965), as amended by Executive Order No. 12086, 43 Fed. Reg. 46501 (1978), as amended or supplemented, which provides, among other things, that the Contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin, is incorporated herein by reference the same as if the specific language had been written into the contract, except that Indian Tribes and tribal organizations may apply Indian preference to the extent permitted by Federal law. 45. Use of Convict Labor. The Contractor agrees not to employ any person undergoing sentence of imprisonment in performing the contract except as provided by 18 U.S.C. § 3622(c), as amended or supplemented, and Executive Order No. 11755, 39 Fed. Reg. 779 (1973), as amended or supplemented. Fort Collins PSA – Attachment B First Amendment to the Amended PSA Page 1 of 3 Attachment B Substation Cost and Maintenance Responsibility And Lease of 115kV Facilities The following describes the cost and maintenance responsibilities for Fort Collins and Platte River at the existing Harmony, Linden Tech, Richard Lake, Portner, and Drake Substations. This description will also apply to any future substations that may be constructed by Fort Collins. If any special arrangements are required for a new substation different from the understanding described below, it will be documented in a separate letter agreement between the Fort Collins and Platte River and attached hereto. Fort Collins will furnish, own, and maintain at its expense the following items in each substation owned by Fort Collins: • The substation site with sufficient space for both the Fort Collins and Platte River equipment • Grading and surfacing within the fenced or walled area • Access right-of-way and roads • Perimeter substation fence or wall • Landscaping and maintenance of any grounds outside the fenced or walled area • The 230 or 115kV/13.8kV transformers, switchgear, feeder circuits, associated foundations and oil containment structures, duct banks, conduits, and all cabling, relays, and controls required to operate such equipment • The Fort Collins switchgear room in a common Fort Collins/Platte River switchgear/control building or separate building, whichever is appropriate • A remote terminal unit (RTU), for use to transmit substation information to Fort Collins • The DC power supply system and associated equipment or ½ the cost of a DC system shared with Platte River. • Substation site electric service (equipment, power and energy) • Substation yard lighting • Substation yard below grade grounding system Platte River will furnish, own, and maintain at its expense the following items in each substation owned by the Fort Collins: • All transmission equipment required at the appropriate voltage class to deliver electric capacity and energy to Fort Collins’s facilities including the transmission line transition structures, breakers, switches, bus system, relays, meters and associated controls • All foundations required for the Platte River equipment listed above • The Platte River control room in a combined Fort Collins/Platte River switchgear/control building, or the cost of a separate control building, whichever is appropriate • Communication connections for Power System Operations use by both Fort Collins and Platte River • A remote terminal unit (RTU), for shared use to transmit substation information to both Fort Collins and Platte River Fort Collins PSA – Attachment B First Amendment to the Amended PSA Page 2 of 3 • Weed control Fort Collins and Platte River will share equally the cost of any substation security deemed by both parties to be appropriate for the location of the substation. Lease of 115kV Facilities: Background: In the Transmission Facilities Agreement dated February 22, 1980, Fort Collins leased multiple transmission and substation facilities to Platte River. With that lease Platte River assumed responsibility for 115kV substation facilities at the Timberline Park, Drake, Overland Trail, and Power Plant Substations and the 115kV transmission lines from Poudre Tap to Power Plant, WAPA Line to Drake Substation, and the 115kV line south of Timberline Park Substation to Drake Road. Since 1980 the Overland Trail and Power Plant Substations and the Poudre Tap to Power Plant transmission line have been decommissioned are no longer in service and the WAPA line connection along Overland Trail is now connected at Dixon Creek Substation. Since 1980 new substations have been added to the Fort Collins system whose names are Harmony, Linden Tech, Richard Lake, and Fort Collins has added distribution facilities at Platte River’s Dixon Creek Substation and Fort Collins’ Timberline Substation. Continuation of Lease: Fort Collins agrees to continue the lease of the facilities ("Leased Facilities") on the following list to Platte River through the term of this Agreement or until such facility is permanently removed from service or replaced. Platte River shall continue to have the right to use the Leased Facility in whatever manner it shall determine to be the most effective to meet its obligations under this Agreement and the local needs of Fort Collins and to make whatever modifications, improvements, repairs and replacements it shall determine to be necessary to provide reliable service. Platte River shall not permit any lien or encumbrance to attach to the Leased Facility and shall deliver them up to Fort Collins at the termination of this Agreement. The following items comprise the Leased Facilities: Land and Land Rights All land, land rights, and easements on which the following facilities are located: • Dixon Creek Substation to Drake Substation 115kV transmission line. • Timberline Park-Drake 115kV transmission line. • Timberline Park Substation. • Fort Collins will continue to provide the access road to the Timberline Park Substation as well as landscaping and maintenance of the grounds outside the substation fence. • The land and land rights leased at Timberline Park Substation shall be that enclosed by and shall include the existing substation fence, asare shown on Exhibit 1 attached hereto. Said fence shall not be moved or expanded, and no permanent facilities shall be constructed in The City of Fort Collins distribution facilities are located in the cross- hatched area shown on the diagram as reserved for the City of Fort Collins’ future distribution facilities, without the permission of Fort Collins, which permission shall not be unreasonably withheld. Substation Equipment Fort Collins PSA – Attachment B First Amendment to the Amended PSA Page 3 of 3 All 115kV breakers, busses, switches, insulators, meters, relays, control panels, structural steel, foundations, and miscellaneous 115kV support equipment at the following substations, which have not been replaced since February 22, 1980: • Timberline Park Substation • Drake Substation Transmission Lines All poles, conductors, and support equipment required for operation of the following transmission lines: • Dixon Creek-Drake 115kV transmission line • Timberline Park-Drake 115kV transmission line 2018 Strategic Plan ATTACHMENT 3 Table of contents Message from chariman and general manager Platte River at a glance Mission, vision and values Board of directors Senior management team Enhanced customer experience Communications and community outreach Resource diversification and alignment Infrastructure advancement and technology development Acknowledgments and notes Executive summary 4 6 8 10 11 14 16 18 20 26 12 Strategic initiatives 3 Platte River Power Authority 2018 Strategic Plan Message from chairman and general manager The utility industry has been operating under the “business as usual” strategy for nearly 100 years. Today, the pace of change within the utility industry has accelerated dramatically and continues to gain momentum. What hasn’t changed and won’t change is Platte River’s commitment to providing reliable service, maintaining financial sustainability and being good stewards of the environment. These three pillars are the foundation of Platte River. As a leader in the utility industry in Colorado for many years, Platte River continues to move forward to meet the increasingly diverse needs and wants of our owner communities. While being the first to bring wind power to our customers and now delivering more than 30 percent of our In the following pages of this strategic plan, you will learn how we plan to remain adaptable and continue to improve. We will: • Further diversify our generating portfolio and join an expansive energy market to maximize customer choices and value; • Collaborate closely with our owner communities to enhance energy offerings and help customers understand and use energy more wisely; • Invest heavily in our key infrastructure to enhance water supplies, improve electronic and physical security, improve digital communication capabilities to our cities and begin building a modern headquarters facility. energy from non-carbon sources and consistently providing reliable electric service at the lowest wholesale rates in Colorado, we know people in our communities want choices. To further demonstrate our commitment to provide non-carbon resource options to our owner communities as well as reduce our carbon footprint, the board of directors directed staff to draft a resource diversification policy. The policy’s intent is to provide documented guidance concerning long-term resource planning and development. Notwithstanding Platte River’s continued evolution within the utility industry, our electricity will continue to be the reliable, increasingly more diversified and a good value for which Platte River is known. We hope you gain a better understanding of Platte River’s strategic plan by reading this document and invite you to become engaged in our business. Jason Frisbie Tom Roiniotis General Manager/CEO Board Chairman 5 Platte River Power Authority 2018 Strategic Plan 4 Platte River Power Authority *For capacity calculations, wind facilities are assigned firm capacity of 12.5% of their nameplate capacity and solar facilities are assigned 30% of their nameplate capacity. Net resource capacity Rawhide Unit 1 (coal) Rawhide Units A, B, C, D, F (natural gas) Craig Units 1 & 2 (coal) Federal hydropower Wind power Rawhide Flats Solar Total summer effective capacity 7 Platte River Power Authority 2018 Strategic Plan 6 Platte River Power Authority 2018 Strategic Plan 280 MW 388 MW 154 MW 90 MW 78 MW* 30 MW* 931 MW Projected deliveries of energy in 2018 (communities) Coal 62% Hydropower 19% Wind 11% Purchases 5% Solar 2% Natural Gas 1% About 32 percent of the energy Platte River will deliver to its owner communities in 2018 is projected to come from non-carbon emitting sources Capacity and energy About Platte River Platte River Power Authority is a not-for-profit wholesale electricity generation and transmission provider that delivers safe, reliable, environmentally responsible and competitively-priced energy and services to its owner communities of Estes Park, Fort Collins, Longmont and Loveland, Colorado, for delivery to their utility customers. Platte River at a glance The organization: Governance: Projected deliveries of energy (2018): Began operations: Employees (Dec. 31, 2017): Projected deliveries of energy to communities (2018): Transmission system: General manager/CEO: 9 Platte River Power Authority 2018 Strategic Plan 8 Platte River Power Authority 2018 Strategic Plan The listed values tangibly define our daily commitment to following the mission and vision of Platte River, which will strengthen our organization and improve the quality of life in the communities we serve. Working safely to protect the public, our employees and the assets we manage Being ethical and holding ourselves accountable to conduct business in a fair, honest, transparent, compliant and environmentally responsible manner Providing quality service at a competitive price while being responsive to our owners’ needs Maintaining financial integrity, minimizing our environmental impact and supporting responsible economic development in our owner communities Engaging employees to strive for excellence and continuous improvement Encouraging constructive dialogue that promotes a culture of inclusiveness, recognizes our differences and accepts differing viewpoints Striving to be creative, pioneering and the best in class at solving tough challenges with resourcefulness Mission Vision Values Mission, vision and values Provide safe, reliable, environmentally responsible and competitively-priced energy and services to its owner communities of Estes Park, Fort Collins, Longmont and Loveland, Colorado, for their utility customers. As a respected leader and responsible energy partner, improve the quality of life for the citizens served by our owner communities. Safety Integrity Service Innovation Sustainability Operational excellence Respect About Platte River Reuben Bergsten Vice Chairman/ Director of Utilities Town of Estes Park Gerry Horak Mayor Pro Tem City of Fort Collins Angela Walsh Executive Assistant to the General Manager/ CEO Todd Jirsa Mayor Town of Estes Park Jacki Marsh Mayor City of Loveland Karin Hollohan Chief Administrative Services Officer Joseph Bernosky Director of Loveland Water and Power Jason Frisbie General Manager/ Chief Executive Officer Joseph Wilson General Counsel Andy Butcher Chief Operating Officer Tom Roiniotis Chairman of the Board/ General Manager, Longmont Power & Communications David Smalley Deputy General Manager/Chief Financial Officer Wade Troxell Mayor City of Fort Collins Brian Bagley Mayor City of Longmont Alyssa Clemsen Roberts Chief Strategy Officer Platte River operates under the direction of a general manager who serves at the pleasure of the board of directors. The general manager is the chief executive officer with full responsibility for planning, operations and the administrative affairs of Platte River. 11 Platte River Power Authority 2018 Strategic Plan 10 Platte River Power Authority 2018 Strategic Plan Board of directors Senior management team 13 Platte River Power Authority 2018 Strategic Plan Executive summary Foundational planning more than 40 years ago largely established the governance structure for Platte River and the organization has engaged in strategy-level planning ever since. Strategic plans have bolstered financial sustainability, addressed regulatory considerations, expanded resources, mitigated risks and addressed changing business conditions over time. Like those of the past, this strategic plan provides high-level direction for implementing Platte River’s mission and vision by focusing on business priorities over the next three to five years. It identifies key initiatives and guides decision-making that aligns resources to achieve objectives that support those priorities. Finally, the plan serves as a critical tool for communicating future strategies with both internal and external audiences. Platte River’s strategic initiatives are intended to be clear, actionable and adaptable and to creatively foster strategies and tactics* that will achieve desired results. Platte River’s board of directors and senior managers collaborated to develop these initiatives, considering an assessment of the organization’s strengths, weaknesses and opportunities. Leadership’s analysis revealed how Platte River faces the future from a position of strength in terms of its financial position, operational expertise, generation and transmission assets, competitive rates and industry reputation. This strength affords Platte River the ability to take advantage of greater, long-term opportunities on behalf of its owner communities, including expanded resource diversification, more robust community involvement and asset optimization. To pursue these opportunities, Platte River will continue to leverage our strengths to better serve our owner communities through the following strategic initiatives: Enhanced customer experience Collaborative communications and community outreach Resource diversification and alignment Infrastructure advancement and technology utilization Each of these initiatives are aligned with key, long- term strategic objectives of Platte River’s leadership and are also aligned with our mission and vision. * More specific information about the strategies, tactics and activities related to implementing these initiatives will be developed over time, communicated through key business documents, including the strategic financial plan and annual budget, integrated resource plan and annual report. Additionally, even more attention will be given to programs and services that improve energy efficiency and encourage effective use of distributed energy resources. Examples of programs and services include: Efficiency Works Platte River was formed with the idea that the four owner communities could reduce their cost of electric generation and transmission through economies of scale by joining forces and pooling resources. Platte River will continue to work with our owner communities through Efficiency Works to deliver efficiency programs that save. Electric vehicles (EV) Electric vehicle technology continues to improve, lowering transportation costs while reducing greenhouse gas emissions. As a result, EV adoption rates could rise significantly in coming years and strongly influence energy demand throughout the region, not only in the aggregate but also at nontraditional times of the day. To prepare, Platte River will continue to work with the owner communities to measure the adoption rate of EVs within our owner communities. At the same time, Platte River will conduct market research to measure energy consumption (charging loads), charging days and the times of the day that charging typically takes place. Resulting data will then be used to develop broad, long-term plans to manage electrical system demand while minimizing system cost. Distributed energy resources (DER) As technology continues to improve and costs decline, Platte River will work with the owner communities to evaluate DER cost effectiveness and to develop programs and services that support adoption of technologies that can provide net benefits to Platte River, our owner communities and their customers. Enhanced customer experience 14 Platte River Power Authority 2018 Strategic Plan As industry leaders, Platte River commits to providing our owner communities and their customers with solutions and programs to achieve their varied energy goals. An integrated and collaborative approach will be used to balance the objectives and interests of Platte River as well as our owner communities and their retail customers. Platte River has committed to a comprehensive review of our current ratemaking practices to address existing and anticipated changes occurring in the utility industry and meet the needs of our owner communities. City of Fort Collins • Generation economics driven by environmental regulation, evolving wholesale power markets, social concerns and technology improvements • Retail end use of power given technological improvements associated with energy efficiency and distributed generation • Improved metering capabilities to allow more sophisticated wholesale rates that may be passed on to retail customers via owner communities • Provide a voluntary green tariff for customers seeking more renewable energy • Provide transparent pricing that allow customers to not only understand energy costs but also respond to signals that benefit the customer, owner community utility and Platte River These industry changes are impacting Platte River in the following areas: Strategic initiatives 15 Platte River Power Authority 2018 Strategic Plan Internal and external communications at Platte River are integral to the organization’s overall success. Strategies and goals must be shared to successfully align staff with desired outcomes. At Platte River, clear communications should result in employees knowing how their work contributes to achieving our goals while keeping people informed, motivated and engaged. External communications must also be clear and concise and provide a transparent view into Platte River’s business. Platte River, like many wholesale providers, has historically relied on their distributors to communicate with the public. Today, the rise in attention to broader environmental issues has sparked increased public and stakeholder interest in Platte River’s ongoing operations and strategic plans. Technologies and practices have similarly evolved helping Platte River not only meet the public’s need for more information but also measure the relative effectiveness of communications efforts. 16 Platte River Power Authority 2018 Strategic Plan An accurate perception of Platte River will become critical to the effective and successful pursuit of strategic initiatives. Therefore, Platte River must clearly and transparently tell its story through expanded communications and broader participation with community outreach opportunities. Platte River can achieve its outreach objectives by strategically leveraging technologies and by expanding partnerships and collaborations within the communities it serves. With the effective use of resources, Platte River will: • Participate more consistently with stakeholder groups and civic organizations to establish and build enduring relationships within the community • Proactively engage with regional news media to transparently share its strategic initiatives and respond effectively to all media inquiries • Use advanced technologies and communication techniques, such as microsites, to more effectively and efficiently communicate directly with internal and external stakeholders • Employ strategic use of social media to further engage and educate the public about programs, services and energy use The organization has evolved and grown significantly in the last several years and will continue to evolve and grow, making communications even more important. Technology can and should be used to help make both internal and external communications quick, consistent and easy to consume. To be successful, Platte River must consistently and accurately convey its messages under a coherent strategy that links cost-effective communications tools/ tactics with Platte River’s key audiences. A strategic communications plan that details the use of tools and metrics will be developed and implemented in 2018. This plan will align with and support the short- and long-term objectives of the organization and our leadership. Community engagement and effective communications will better position Platte River to be viewed as a trusted energy partner. As owners, citizens should understand how they are benefitting from their locally owned and controlled utility. 17 Like many utilities, Platte River and our owner communities are driven by customer desire to make energy choices and reduce environmental impacts. The industry continues its rapid transformation from a business model dominated by central station thermal generation to a future led by renewable power, distributed technologies and energy storage. We have recognized this evolution and are moving to meet customer desires. In 2016, Platte River completed and delivered a customized resource plan (CRP) containing nine plans with varying resource options to our four owner communities. Following the completion of the CRP, the board of directors requested a zero- net carbon (ZNC) system level study to determine the least cost portfolio to obtain carbon neutrality by 2030. In 2017, Platte River delivered the ZNC study to the board and the public with positive results. At the completion of the ZNC study and outreach efforts, Platte River recognized the 2016 Integrated Resource Plan (IRP) needed to be updated prior to its required date to more accurately depict the future of our energy resource mix and our potential entry into an energy market, and because of the significant movement we have made to diversify the Platte River generating portfolio beyond that which was prescribed in the previous IRP. The IRP will be driven by Platte River’s foundational pillars of system reliability, environmental responsibility and financial sustainability. In addition, a resource diversification policy, as directed by the board of directors, will provide documented guidance in resource planning. Platte River will focus on building a long-term diversified portfolio by: • Formalizing long-term goals for carbon reduction that meet the mutual needs of our community owners • Adding cost-advantageous renewable power • Conducting a battery storage pilot program • Accelerating distributed resource options • Identifying market options to reduce long-term reliance on coal resources Resource diversification and alignment 19 Platte River Power Authority 2018 Strategic Plan Resource planning Renewable generation In late 2016, Platte River commissioned the Rawhide Flats Solar installation. The project added 30 MW of solar generating capacity to our resource mix. Early the following year, Platte River requested proposals for additional wind power and, in 2018, announced the purchase of 150 MW of wind to be added by 2020, nearly tripling our amount of wind energy. Platte River currently plans another 20 MW of solar power, with the potential for battery storage included. Platte River will continue to explore more solar and Platte River’s generation, transmission and support assets continue to perform extremely well, largely due to effective management that includes prudent, timely investment and proactive maintenance. Platte River will continue to invest in infrastructure and technology to provide secure, safe and reliable service to our owner communities. 20 Platte River Power Authority 2018 Strategic Plan Future investments will be focused on: Infrastructure advancement and technology development Transmission substation security Cybersecurity Fiber optic strategic initiatives Water resources Interactive energy management tools Headquarters campus project Strategic initiatives Utilities have traditionally used a station-based facility model to serve their customers. The industry is becoming much more integrated and requires platforms that allow for greater two-way communication. Platte River recognizes customers today want insight and choices and will look to technology to help provide interactive tools to drive benefits for the customer, owner communities and our electric system. Platte River has identified and rated the reliability of the physical security at its substations under standards established by the North American Electrical Reliability Corporation (NERC), based on directives by the Federal Energy Regulatory Commission (FERC). Adherence to these standards help protect equipment from damage that can impact service quality and reliability. Based on evaluations, Platte River will install intrusion detection and building access control technologies at the substations to prevent unauthorized access to equipment, to send an alarm to security personnel in the event of an intrusion and actively track any intruders within substation property. Transmission substation security Interactive energy management tools 23 Platte River Power Authority 2018 Strategic Plan 22 Platte River Power Authority 2018 Strategic Plan Platte River has a regional fiber optic network that connects the four owner communities. Fiber optic cables surround each of the four cities and can be used to provide telecommunications connectivity and create a diverse and redundant communications path. The fiber optic network plays an essential role in the reliable operation of Platte River’s transmission system. Power system operations uses a SCADA (supervisory control and data acquisition) system to monitor and control the transmission system. The SCADA system depends on the fiber optic system to communicate with RTUs (remote terminal unit) located in substations throughout the four owner communities. Protective relaying, which will de- energize a transmission line when needed to safeguard itself and the public, depends on the fiber optic loops to provide communication connectivity to neighboring substation relays. Platte River is committed to supporting our owner communities’ fiber optic connectivity needs while ensuring that the integrity of the fiber optic system is maintained in support of SCADA control, protective relaying and broadband. Platte River staff will continue collaborating with our owner communities to help support their fiber optic related initiatives which include: Fiber optic strategic initiatives • Exploring the establishment of an entity that has the authority to own, implement, and deliver fiber optic, telecommunications and broadband services to the four owner communities and the greater northern Colorado 25 Platte River Power Authority 2018 Strategic Plan Cybersecurity A comprehensive enterprise-wide cybersecurity system and policies will be vital to ensure reliable operations, effective regulatory compliance and ongoing vigilance against interference with Platte River systems. A cross-functional security team will manage protective systems and policies that include: • Drafting, exercising and documenting an overall disaster recovery response plan • Effective employee training • Identification of system weaknesses and vulnerability abatement • Intrusion detection and system hardening techniques • Continual refinement of security policies, procedures, training and tools necessary for seamless operations and compliance Water resources Platte River will increase water resource reliability through the Windy Gap Firming Project to provide a firm water supply for electric generation operations. The firm supply of water will meet the service and process water needs at the Rawhide Energy Station, as well as the cooling water needs by fulfilling the water exchange requirements under the Reuse Agreement with the City of Fort Collins. Platte River is one of 12 entities participating in the Windy Gap Firming Project to construct a dedicated reservoir to store Windy Gap water utilizing existing water rights. The Windy Gap Firming Project (Chimney Hollow Reservoir) is needed to support long-term reliable delivery of Platte River’s Windy Gap water. Currently, Windy Gap water cannot be pumped during wet seasons due to the lack of dedicated storage capacity or dry seasons due to the limitations of being a junior water right. The permitting process of the project has concluded, and all state and federal permits have been issued. The design phase will be completed by early 2019, and construction is anticipated to begin in late 2019. Current projections indicate that the project will be completed with filling to begin by 2023 or 2024. Construction on a new headquarters facility and campus began in the spring of 2018. Built shortly after Platte River was formed in the 1970s, the current headquarters building has surpassed its useful life. When finished in 2020, the new headquarters campus will: • Manage the next generation of technologies behind a secure and robust electrical grid and the critical infrastructure necessary to power and protect our way of life • Empower Platte River staff to maximize the benefits of emerging technologies and be more productive in their work • Provide the community more opportunities to engage with our region’s energy experts and the policy leaders who will guide our cleaner and more diverse energy future • Integrate the Americans with Disabilities Act (ADA) requirements to enable greater access to those with special needs • Demonstrate leadership in northern Colorado promoting good efficiency practices including The 2018 Platte River Power Authority Strategic Plan was purposefully redesigned to focus solely on strategic initiatives and to reduce overlap or redundancy with other key business documents. Please visit www.prpa.org to review Platte River’s: • Annual report • Annual budget • Integrated resource plan • Strategic financial plan • Past reports and plans Acknowledgments and notes 26 Platte River Power Authority 2018 Strategic Plan www.PRPA.org Memorandum Date: 1/29/2019 To: Andy Butcher and Dave Smalley From: Paul Davis, John Collins, Pat Connors, Mark Curtis, Brad Decker, Wade Hancock Subject: Change in wholesale delivery and metering point Summary Platte River intends to change the delivery and metering points for wholesale energy provided to the owner communities to enable future entry into an organized market. The transition from metering loads on the low side of distribution transformers to the high side has a target completion date of February 1, 2020. While the intent is revenue neutrality at the wholesale level, due to rounding the decreased demand and energy rates, the estimated wholesale impact based on the 2019 budget values, would be a slight revenue decrease as shown in TABLE 1. The changes to the wholesale rate determinates based on using the average-system loss compensation instead of the individual owner communities’ loss compensation values has a negligible financial impact on each of the four owner communities as shown in TABLE 1. TABLE 1: Loss compensation changes Estes Park Fort Collins Longmont Loveland Platte River Billed demand increase (%) 0.471% 0.356% 0.480% 0.438% 0.436% Billed energy increase (%) 0.427% 0.340% 0.465% 0.453% 0.399% Financial impact ($) 2,487 (59,056) 31,342 16,114 (9,113) Financial impact (%) 0.032% (0.062%) 0.062% 0.042% (0.005%) *Intent is revenue neutrality at the wholesale level Background Platte River intends to change the delivery and metering points for wholesale energy provided to the owner communities. This change will enable entry into an organized market at some point in the future; most all existing organized markets require loads to be metered on the high side of distribution transformers. The new metering points will also line up with the points of change ATTACHMENT 4 Platte River Power Authority Change in wholesale delivery and metering point 1/29/2019 2 in ownership between Platte River transmission and owner community distribution facilities. This will result in a slight increase in the metered wholesale energy delivered to the owner communities, because transformer losses will be moved from the Platte River side of the meter to the owner-community side. The effect is that losses will be accounted for on a different side of the meter but total system losses, and therefore costs, will remain unchanged. Platte River intends for this change to be revenue neutral at the wholesale level so an adjustment to Platte River’s wholesale rate projections will be made to account for the increased energy sales. As a result, this change in metering and delivery points will require changes in our processes and documents, as described below. Amend power supply agreements. Platte River and the owner communities are in process of discussions to amend and extend the power supply agreements. The power supply agreements between Platte River and the owner communities currently specify that the point of delivery and metering is on the low side of the distribution transformers. New language has been developed indicating that the delivery and metering points will be transferred to the high side of the substation distribution transformers. We are developing updated language and hope to execute the amended agreements in 2019. Modify metering and related system. The change in delivery points and metering will not require that the meter locations be moved from their current locations. Rather, transformer “loss- compensation” calculations will be programmed into the meters. All but six of the existing revenue meters are no longer being supported by the manufacturer and this is an opportune time to replace them. Also due to the additional data being collected by the revenue meters we need to make modifications to the MV90 software. A portion of this work took place in late 2018 and will continue for the remainder of 2019. Upon completion of this work, the meters will have two sets of programs: the current programming for low-side delivery and the loss-compensated high-side delivery. Metering will continue to function on the low-side metering, until Jan. 1, 2020. During the month of January 2020, the meter loss compensation component will be enabled in the metering software, with a target completion date of Feb. 1, 2020. Engineering calculated the transformer losses and the resulting increase in metered wholesale energy and demand for each owner community, based on 2017 load data and loss- compensation equations. Models were developed for each transformer using parameters from the manufacturer’s test reports. One year of hourly load data from the revenue meter was run through the corresponding transformer model to calculate losses. This method was repeated on all owner community transformers. The Praxair-owned 115/12.47kV transformer is not included in the calculations since it is metered on the high-side. Platte River Power Authority Change in wholesale delivery and metering point 1/29/2019 3 These calculations will be used for the wholesale rate changes and load forecasting steps described in the sections that follow. TABLE 2: Loss compensation Increase in metered energy for 2017 Increase in metered demand for 2017 Estes Park 0.427% 0.471% Fort Collins 0.340% 0.356% Longmont 0.465% 0.480% Loveland 0.453% 0.438% System-wide average 0.399% 0.436% Wholesale load forecast. A change in metered load will require adjustments to Platte River’s wholesale municipal load forecast. The wholesale load forecast for Jan. 1, 2020, onward will be based on higher values that will include transformer losses. The wholesale load forecast uses historical loads as an input. To account for the metering change, Platte River will likely adjust historical load data upward (for each owner community) based on loss-compensation estimates, although other statistical techniques may be deployed depending on overall forecast performance. For year-over-year variance analysis, unadjusted actuals will be used for the base year during the first year of the metering change, with notations describing the amount of variance attributable to the metering change. Wholesale rate changes. To maintain revenue neutrality, wholesale rate projections and the eventual proposed rate to the board will be reduced from current projections by an amount sufficient to offset the forecasted increase in metered wholesale energy and demand, based on the system-wide average losses. Electricity rates are established based on a ratio of revenue requirement to billing determinants (e.g., units of energy or demand). As a result, with no change in revenue requirement, a small increase in billing determinants will result in a proportional and offsetting small decrease in the rate. The effect of high-side, loss-compensated metering will be factored into Platte River’s proposed 2020 wholesale rates, which are anticipated to take effect on Jan. 1, 2020. As an example of the potential impacts of the metering change to the owner communities, the attached Appendix A includes a summary of the changes based on 2019 budgeted tariff—schedule 1 loads and revenues. While the intent is revenue neutrality, due to rounding the demand and energy rates, the estimated impact to Platte River is a calculated $9 thousand revenue decrease in the attached example. The new rate structure which is planned to be implemented in January 2020 has not been factored into this analysis. Once 2020 rates are determined, the 2020 impact will be known and rates will be adjusted accordingly. Platte River Power Authority Change in wholesale delivery and metering point 1/29/2019 4 Note regarding the January 2020 budget: As described in the sections above, metering will transition from low-side to high-side during the month of January in 2020 and rates will be reduced to adjust for high-side metering on Jan. 1, 2020. The result will be a slight under collection of budgeted revenue from the owner communities. Other changes. The metering and delivery point changes may lead to other changes to Platte River’s and the owner communities’ processes or reporting. For example, as noted above, wholesale load forecasting will have to adjust historical low-side data so that it can be used in conjunction with new loss-compensated data. A similar change may have to occur in owner community forecasting or reporting to the extent that it is based on wholesale meter data. In addition, some billing adjustments, such as the “solar buy-sell” agreements with Fort Collins and Loveland include adjustments for distribution losses and transmission losses. Platte River and owner community staff will need to work together to consider how these changes will be made. This memo should be shared with Platte River and owner community staff who work with wholesale meter data and/or system loss estimates as early as possible, so that the potential implications can be considered and prepared for during 2019. Attachments APPENDIX A Change in wholesale delivery and metering point Hypothetical analysis based on 2019 tariff 1 budget 123456789101112Total 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 Budgeted Rates Demand $ 8.99 $ 8.99 $ 8.99 $ 8.99 $ 8.99 $ 11.79 $ 11.79 $ 11.79 $ 8.99 $ 8.99 $ 8.99 $ 8.99 Energy $ 0.04191 $ 0.04191 $ 0.04191 $ 0.04191 $ 0.04191 $ 0.04370 $ 0.04370 $ 0.04370 $ 0.04191 $ 0.04191 $ 0.04191 $ 0.04191 Loss compensation adjustment (Metering from low-side to high-side) Demand 0.436% 0.436% 0.436% 0.436% 0.436% 0.436% 0.436% 0.436% 0.436% 0.436% 0.436% 0.436% Energy 0.399% 0.399% 0.399% 0.399% 0.399% 0.399% 0.399% 0.399% 0.399% 0.399% 0.399% 0.399% Adjusted Rates to account for metering change Demand $ 8.95 $ 8.95 $ 8.95 $ 8.95 $ 8.95000 $ 11.74000 $ 11.74 $ 11.74 $ 8.95 $ 8.95 $ 8.95 $ 8.95 Energy $ 0.04174 $ 0.04174 $ 0.04174 $ 0.04174 $ 0.04174 $ 0.04353 $ 0.04353 $ 0.04353 $ 0.04174 $ 0.04174 $ 0.04174 $ 0.04174 ESTES PARK Demand kW 23,462 19,889 21,992 17,935 14,733 16,600 16,371 15,766 16,316 19,976 20,046 23,290 226,376 Energy kWh 13,459,837 12,029,552 11,125,776 10,454,685 9,949,886 9,509,054 10,392,095 10,245,655 9,438,324 10,924,681 11,439,102 12,897,752 131,866,399 Demand $ $ 210,834 $ 178,727 $ 197,625 $ 161,167 $ 132,394 $ 195,734 $ 193,034 $ 185,900 $ 146,619 $ 179,508 $ 180,137 $ 209,289 $ 2,170,968 Energy $ $ 564,126 $ 504,180 $ 466,301 $ 438,175 $ 417,018 $ 415,515 $ 454,101 $ 447,702 $ 395,577 $ 457,873 $ 479,433 $ 540,568 $ 5,580,569 Total $ $ 774,960 $ 682,907 $ 663,926 $ 599,342 $ 549,412 $ 611,249 $ 647,135 $ 633,602 $ 542,196 $ 637,381 $ 659,570 $ 749,857 $ 7,751,537 Loss compensation adjustment (Metering from low-side to high-side) Owner community loss compensation adjustment Demand percent adjustment 0.471% 0.471% 0.471% 0.471% 0.471% 0.471% 0.471% 0.471% 0.471% 0.471% 0.471% 0.471% 0.471% Energy percent (Owner community specific) 0.427% 0.427% 0.427% 0.427% 0.427% 0.427% 0.427% 0.427% 0.427% 0.427% 0.427% 0.427% 0.427% Demand kW adjusted 23,573 19,983 22,096 18,019 14,802 16,678 16,448 15,840 16,393 20,070 20,140 23,400 227,442 Energy kWh adjusted 13,517,311 12,080,918 11,173,283 10,499,327 9,992,372 9,549,658 10,436,469 10,289,404 9,478,626 10,971,329 11,487,947 12,952,825 132,429,469 Demand $ adjusted $ 210,974 $ 178,845 $ 197,755 $ 161,274 $ 132,481 $ 195,802 $ 193,101 $ 185,965 $ 146,716 $ 179,627 $ 180,257 $ 209,427 $ 2,172,225 Energy $ adjusted $ 564,213 $ 504,258 $ 466,373 $ 438,242 $ 417,082 $ 415,697 $ 454,300 $ 447,898 $ 395,638 $ 457,943 $ 479,507 $ 540,651 $ 5,581,799 Total $ adjusted $ 775,186 $ 683,102 $ 664,128 $ 599,516 $ 549,563 $ 611,499 $ 647,400 $ 633,862 $ 542,354 $ 637,571 $ 659,764 $ 750,078 $ 7,754,024 Loss compensation adjustment change Demand $ change $ 140 $ 118 $ 130 $ 107 $ 87 $ 68 $ 67 $ 65 $ 97 $ 119 $ 120 $ 138 $ 1,257 Energy $ change $ 87 $ 78 $ 72 $ 67 $ 64 $ 182 $ 199 $ 196 $ 61 $ 70 $ 74 $ 83 $ 1,230 Total $ change $ 226 $ 195 $ 202 $ 174 $ 151 $ 250 $ 265 $ 260 $ 158 $ 190 $ 194 $ 221 $ 2,487 1/5 APPENDIX A Change in wholesale delivery and metering point Hypothetical analysis based on 2019 tariff 1 budget 123456789101112Total 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 Budgeted Rates Demand $ 8.99 $ 8.99 $ 8.99 $ 8.99 $ 8.99 $ 11.79 $ 11.79 $ 11.79 $ 8.99 $ 8.99 $ 8.99 $ 8.99 Energy $ 0.04191 $ 0.04191 $ 0.04191 $ 0.04191 $ 0.04191 $ 0.04370 $ 0.04370 $ 0.04370 $ 0.04191 $ 0.04191 $ 0.04191 $ 0.04191 Loss compensation adjustment (Metering from low-side to high-side) Demand 0.436% 0.436% 0.436% 0.436% 0.436% 0.436% 0.436% 0.436% 0.436% 0.436% 0.436% 0.436% Energy 0.399% 0.399% 0.399% 0.399% 0.399% 0.399% 0.399% 0.399% 0.399% 0.399% 0.399% 0.399% Adjusted Rates to account for metering change Demand $ 8.95 $ 8.95 $ 8.95 $ 8.95 $ 8.95000 $ 11.74000 $ 11.74 $ 11.74 $ 8.95 $ 8.95 $ 8.95 $ 8.95 Energy $ 0.04174 $ 0.04174 $ 0.04174 $ 0.04174 $ 0.04174 $ 0.04353 $ 0.04353 $ 0.04353 $ 0.04174 $ 0.04174 $ 0.04174 $ 0.04174 Fort Collins Demand kW 234,866 237,997 219,601 202,206 212,235 299,103 311,457 303,605 277,526 211,528 234,172 242,941 2,987,237 Energy kWh 130,100,175 125,663,437 123,042,723 120,250,235 117,186,709 131,792,199 151,751,144 143,468,793 123,567,277 120,724,507 126,879,216 131,535,067 1,545,961,482 Demand $ $ 2,110,553 $ 2,138,689 $ 1,973,379 $ 1,817,064 $ 1,907,186 $ 3,526,783 $ 3,672,452 $ 3,579,867 $ 2,493,904 $ 1,900,833 $ 2,104,316 $ 2,183,116 $ 29,408,142 Energy $ $ 5,452,733 $ 5,266,781 $ 5,156,942 $ 5,039,904 $ 4,911,506 $ 5,758,897 $ 6,631,039 $ 6,269,127 $ 5,178,927 $ 5,059,781 $ 5,317,736 $ 5,512,871 $ 65,556,244 Total $ $ 7,563,286 $ 7,405,470 $ 7,130,321 $ 6,856,968 $ 6,818,692 $ 9,285,680 $ 10,303,491 $ 9,848,994 $ 7,672,831 $ 6,960,614 $ 7,422,052 $ 7,695,987 $ 94,964,386 Loss compensation adjustment (Metering from low-side to high-side) Owner community loss compensation adjustment Demand percent adjustment 0.356% 0.356% 0.356% 0.356% 0.356% 0.356% 0.356% 0.356% 0.356% 0.356% 0.356% 0.356% 0.356% Energy percent (Owner community specific) 0.340% 0.340% 0.340% 0.340% 0.340% 0.340% 0.340% 0.340% 0.340% 0.340% 0.340% 0.340% 0.340% Demand kW adjusted 235,702 238,844 220,383 202,926 212,991 300,168 312,566 304,686 278,514 212,281 235,006 243,806 2,997,872 Energy kWh adjusted 130,542,516 126,090,693 123,461,068 120,659,086 117,585,144 132,240,292 152,267,098 143,956,587 123,987,406 121,134,970 127,310,605 131,982,286 1,551,217,751 Demand $ adjusted $ 2,109,534 $ 2,137,656 $ 1,972,426 $ 1,816,186 $ 1,906,265 $ 3,523,970 $ 3,669,522 $ 3,577,012 $ 2,492,700 $ 1,899,915 $ 2,103,301 $ 2,182,063 $ 29,390,551 Energy $ adjusted $ 5,448,845 $ 5,263,026 $ 5,153,265 $ 5,036,310 $ 4,908,004 $ 5,756,420 $ 6,628,187 $ 6,266,430 $ 5,175,234 $ 5,056,174 $ 5,313,945 $ 5,508,941 $ 65,514,779 Total $ adjusted $ 7,558,379 $ 7,400,682 $ 7,125,691 $ 6,852,497 $ 6,814,269 $ 9,280,390 $ 10,297,709 $ 9,843,442 $ 7,667,935 $ 6,956,089 $ 7,417,245 $ 7,691,003 $ 94,905,330 Loss compensation adjustment change Demand $ change $ (1,019) $ (1,033) $ (953) $ (878) $ (921) $ (2,813) $ (2,930) $ (2,855) $ (1,204) $ (918) $ (1,015) $ (1,053) $ (17,591) Energy $ change $ (3,888) $ (3,755) $ (3,677) $ (3,594) $ (3,502) $ (2,477) $ (2,852) $ (2,697) $ (3,693) $ (3,607) $ (3,791) $ (3,930) $ (41,465) Total $ change $ (4,907) $ (4,788) $ (4,630) $ (4,471) $ (4,423) $ (5,290) $ (5,782) $ (5,552) $ (4,896) $ (4,525) $ (4,807) $ (4,984) $ (59,056) 2/5 APPENDIX A Change in wholesale delivery and metering point Hypothetical analysis based on 2019 tariff 1 budget 123456789101112Total 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 Budgeted Rates Demand $ 8.99 $ 8.99 $ 8.99 $ 8.99 $ 8.99 $ 11.79 $ 11.79 $ 11.79 $ 8.99 $ 8.99 $ 8.99 $ 8.99 Energy $ 0.04191 $ 0.04191 $ 0.04191 $ 0.04191 $ 0.04191 $ 0.04370 $ 0.04370 $ 0.04370 $ 0.04191 $ 0.04191 $ 0.04191 $ 0.04191 Loss compensation adjustment (Metering from low-side to high-side) Demand 0.436% 0.436% 0.436% 0.436% 0.436% 0.436% 0.436% 0.436% 0.436% 0.436% 0.436% 0.436% Energy 0.399% 0.399% 0.399% 0.399% 0.399% 0.399% 0.399% 0.399% 0.399% 0.399% 0.399% 0.399% Adjusted Rates to account for metering change Demand $ 8.95 $ 8.95 $ 8.95 $ 8.95 $ 8.95000 $ 11.74000 $ 11.74 $ 11.74 $ 8.95 $ 8.95 $ 8.95 $ 8.95 Energy $ 0.04174 $ 0.04174 $ 0.04174 $ 0.04174 $ 0.04174 $ 0.04353 $ 0.04353 $ 0.04353 $ 0.04174 $ 0.04174 $ 0.04174 $ 0.04174 LONGMONT Demand kW 125,816 121,132 113,460 107,684 122,799 167,958 183,155 170,697 159,813 109,648 120,011 131,550 1,633,723 Energy kWh 67,944,053 64,888,313 64,630,785 62,901,708 61,384,851 71,533,756 81,994,235 76,462,920 64,371,782 61,529,388 64,563,400 68,536,979 810,742,170 Demand $ $ 1,130,608 $ 1,088,516 $ 1,019,574 $ 967,670 $ 1,103,496 $ 1,980,426 $ 2,159,617 $ 2,012,722 $ 1,436,112 $ 985,319 $ 1,078,443 $ 1,182,135 $ 16,144,638 Energy $ $ 2,847,658 $ 2,719,586 $ 2,708,793 $ 2,636,324 $ 2,572,750 $ 3,125,796 $ 3,582,886 $ 3,341,185 $ 2,697,937 $ 2,578,807 $ 2,705,968 $ 2,872,508 $ 34,390,198 Total $ $ 3,978,266 $ 3,808,102 $ 3,728,367 $ 3,603,994 $ 3,676,246 $ 5,106,222 $ 5,742,503 $ 5,353,907 $ 4,134,049 $ 3,564,126 $ 3,784,411 $ 4,054,643 $ 50,534,836 Loss compensation adjustment (Metering from low-side to high-side) Owner community loss compensation adjustment Demand percent adjustment 0.480% 0.480% 0.480% 0.480% 0.480% 0.480% 0.480% 0.480% 0.480% 0.480% 0.480% 0.480% 0.480% Energy percent (Owner community specific) 0.465% 0.465% 0.465% 0.465% 0.465% 0.465% 0.465% 0.465% 0.465% 0.465% 0.465% 0.465% 0.465% Demand kW adjusted 126,420 121,713 114,005 108,201 123,388 168,764 184,034 171,516 160,580 110,174 120,587 132,181 1,641,565 Energy kWh adjusted 68,259,993 65,190,044 64,931,318 63,194,201 61,670,291 71,866,388 82,375,508 76,818,473 64,671,111 61,815,500 64,863,620 68,855,676 814,512,121 Demand $ adjusted $ 1,131,458 $ 1,089,335 $ 1,020,341 $ 968,398 $ 1,104,326 $ 1,981,292 $ 2,160,561 $ 2,013,602 $ 1,437,192 $ 986,060 $ 1,079,254 $ 1,183,024 $ 16,154,844 Energy $ adjusted $ 2,849,172 $ 2,721,032 $ 2,710,233 $ 2,637,726 $ 2,574,118 $ 3,128,344 $ 3,585,806 $ 3,343,908 $ 2,699,372 $ 2,580,179 $ 2,707,407 $ 2,874,036 $ 34,411,334 Total $ adjusted $ 3,980,630 $ 3,810,368 $ 3,730,574 $ 3,606,124 $ 3,678,444 $ 5,109,636 $ 5,746,367 $ 5,357,510 $ 4,136,564 $ 3,566,239 $ 3,786,662 $ 4,057,060 $ 50,566,178 Loss compensation adjustment change Demand $ change $ 850 $ 819 $ 767 $ 728 $ 830 $ 866 $ 944 $ 880 $ 1,080 $ 741 $ 811 $ 889 $ 10,206 Energy $ change $ 1,514 $ 1,446 $ 1,440 $ 1,402 $ 1,368 $ 2,548 $ 2,920 $ 2,723 $ 1,435 $ 1,372 $ 1,439 $ 1,528 $ 21,136 Total $ change $ 2,364 $ 2,266 $ 2,207 $ 2,130 $ 2,198 $ 3,414 $ 3,864 $ 3,603 $ 2,515 $ 2,113 $ 2,251 $ 2,417 $ 31,342 3/5 APPENDIX A Change in wholesale delivery and metering point Hypothetical analysis based on 2019 tariff 1 budget 123456789101112Total 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 Budgeted Rates Demand $ 8.99 $ 8.99 $ 8.99 $ 8.99 $ 8.99 $ 11.79 $ 11.79 $ 11.79 $ 8.99 $ 8.99 $ 8.99 $ 8.99 Energy $ 0.04191 $ 0.04191 $ 0.04191 $ 0.04191 $ 0.04191 $ 0.04370 $ 0.04370 $ 0.04370 $ 0.04191 $ 0.04191 $ 0.04191 $ 0.04191 Loss compensation adjustment (Metering from low-side to high-side) Demand 0.436% 0.436% 0.436% 0.436% 0.436% 0.436% 0.436% 0.436% 0.436% 0.436% 0.436% 0.436% Energy 0.399% 0.399% 0.399% 0.399% 0.399% 0.399% 0.399% 0.399% 0.399% 0.399% 0.399% 0.399% Adjusted Rates to account for metering change Demand $ 8.95 $ 8.95 $ 8.95 $ 8.95 $ 8.95000 $ 11.74000 $ 11.74 $ 11.74 $ 8.95 $ 8.95 $ 8.95 $ 8.95 Energy $ 0.04174 $ 0.04174 $ 0.04174 $ 0.04174 $ 0.04174 $ 0.04353 $ 0.04353 $ 0.04353 $ 0.04174 $ 0.04174 $ 0.04174 $ 0.04174 LOVELAND Demand kW 102,568 99,875 91,588 84,610 95,897 146,718 150,670 140,311 129,813 87,898 98,800 110,432 1,339,180 Energy kWh 53,203,095 50,429,469 49,542,552 47,816,800 46,895,253 55,239,121 65,331,219 59,855,241 50,915,669 47,846,020 51,064,187 55,256,712 633,395,338 Demand $ $ 921,697 $ 897,497 $ 823,028 $ 760,322 $ 861,750 $ 1,729,981 $ 1,776,580 $ 1,654,435 $ 1,166,526 $ 789,869 $ 887,837 $ 992,364 $ 13,261,886 Energy $ $ 2,229,837 $ 2,113,590 $ 2,076,418 $ 2,004,088 $ 1,965,464 $ 2,413,773 $ 2,854,765 $ 2,615,482 $ 2,133,967 $ 2,005,313 $ 2,140,192 $ 2,315,908 $ 26,868,797 Total $ $ 3,151,534 $ 3,011,087 $ 2,899,446 $ 2,764,410 $ 2,827,214 $ 4,143,754 $ 4,631,345 $ 4,269,917 $ 3,300,493 $ 2,795,182 $ 3,028,029 $ 3,308,272 $ 40,130,683 Loss compensation adjustment (Metering from low-side to high-side) Owner community loss compensation adjustment Demand percent adjustment 0.438% 0.438% 0.438% 0.438% 0.438% 0.438% 0.438% 0.438% 0.438% 0.438% 0.438% 0.438% 0.438% Energy percent (Owner community specific) 0.453% 0.453% 0.453% 0.453% 0.453% 0.453% 0.453% 0.453% 0.453% 0.453% 0.453% 0.453% 0.453% Demand kW adjusted 103,017 100,312 91,989 84,981 96,317 147,361 151,330 140,926 130,382 88,283 99,233 110,916 1,345,046 Energy kWh adjusted 53,444,105 50,657,914 49,766,980 48,033,410 47,107,688 55,489,354 65,627,169 60,126,385 51,146,317 48,062,762 51,295,508 55,507,025 636,264,619 Demand $ adjusted $ 922,004 $ 897,796 $ 823,303 $ 760,576 $ 862,037 $ 1,730,014 $ 1,776,613 $ 1,654,466 $ 1,166,915 $ 790,133 $ 888,133 $ 992,695 $ 13,264,687 Energy $ adjusted $ 2,230,757 $ 2,114,461 $ 2,077,274 $ 2,004,915 $ 1,966,275 $ 2,415,452 $ 2,856,751 $ 2,617,302 $ 2,134,847 $ 2,006,140 $ 2,141,074 $ 2,316,863 $ 26,882,110 Total $ adjusted $ 3,152,761 $ 3,012,258 $ 2,900,577 $ 2,765,491 $ 2,828,312 $ 4,145,465 $ 4,633,364 $ 4,271,768 $ 3,301,762 $ 2,796,272 $ 3,029,208 $ 3,309,559 $ 40,146,797 Loss compensation adjustment change Demand $ change $ 307 $ 299 $ 275 $ 254 $ 287 $ 33 $ 33 $ 31 $ 389 $ 264 $ 296 $ 331 $ 2,801 Energy $ change $ 920 $ 871 $ 856 $ 827 $ 811 $ 1,679 $ 1,986 $ 1,820 $ 880 $ 827 $ 882 $ 955 $ 13,313 Total $ change $ 1,227 $ 1,171 $ 1,131 $ 1,081 $ 1,098 $ 1,711 $ 2,019 $ 1,851 $ 1,269 $ 1,090 $ 1,179 $ 1,287 $ 16,114 4/5 APPENDIX A Change in wholesale delivery and metering point Hypothetical analysis based on 2019 tariff 1 budget 123456789101112Total 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 Budgeted Rates Demand $ 8.99 $ 8.99 $ 8.99 $ 8.99 $ 8.99 $ 11.79 $ 11.79 $ 11.79 $ 8.99 $ 8.99 $ 8.99 $ 8.99 Energy $ 0.04191 $ 0.04191 $ 0.04191 $ 0.04191 $ 0.04191 $ 0.04370 $ 0.04370 $ 0.04370 $ 0.04191 $ 0.04191 $ 0.04191 $ 0.04191 Loss compensation adjustment (Metering from low-side to high-side) Demand 0.436% 0.436% 0.436% 0.436% 0.436% 0.436% 0.436% 0.436% 0.436% 0.436% 0.436% 0.436% Energy 0.399% 0.399% 0.399% 0.399% 0.399% 0.399% 0.399% 0.399% 0.399% 0.399% 0.399% 0.399% Adjusted Rates to account for metering change Demand $ 8.95 $ 8.95 $ 8.95 $ 8.95 $ 8.95000 $ 11.74000 $ 11.74 $ 11.74 $ 8.95 $ 8.95 $ 8.95 $ 8.95 Energy $ 0.04174 $ 0.04174 $ 0.04174 $ 0.04174 $ 0.04174 $ 0.04353 $ 0.04353 $ 0.04353 $ 0.04174 $ 0.04174 $ 0.04174 $ 0.04174 PLATTE RIVER Demand kW 486,712 478,893 446,641 412,435 445,664 630,379 661,653 630,379 583,468 429,050 473,029 508,213 6,186,516 Energy kWh 264,707,160 253,010,771 248,341,836 241,423,428 235,416,699 268,074,130 309,468,693 290,032,609 248,293,052 241,024,596 253,945,905 268,226,510 3,121,965,389 Demand $ $ 4,373,692 $ 4,303,429 $ 4,013,606 $ 3,706,223 $ 4,004,826 $ 7,432,924 $ 7,801,683 $ 7,432,924 $ 5,243,161 $ 3,855,529 $ 4,250,733 $ 4,566,904 $ 60,985,634 Energy $ $ 11,094,354 $ 10,604,137 $ 10,408,454 $ 10,118,491 $ 9,866,738 $ 11,713,981 $ 13,522,791 $ 12,673,496 $ 10,406,408 $ 10,101,774 $ 10,643,329 $ 11,241,855 $ 132,395,808 Total $ $ 15,468,046 $ 14,907,566 $ 14,422,060 $ 13,824,714 $ 13,871,564 $ 19,146,905 $ 21,324,474 $ 20,106,420 $ 15,649,569 $ 13,957,303 $ 14,894,062 $ 15,808,759 $ 193,381,442 Loss compensation adjustment (Metering from low-side to high-side) Owner community loss compensation adjustment Demand percent adjustment 0.436% 0.436% 0.436% 0.436% 0.436% 0.436% 0.436% 0.436% 0.436% 0.436% 0.436% 0.436% 0.436% Energy percent adjustment 0.399% 0.399% 0.399% 0.399% 0.399% 0.399% 0.399% 0.399% 0.399% 0.399% 0.399% 0.399% 0.399% Demand kW adjusted 488,712 480,853 448,472 414,127 447,498 632,971 664,378 632,968 585,869 430,808 474,966 510,303 6,211,924 Energy kWh adjusted 265,763,924 254,019,569 249,332,649 242,386,023 236,355,495 269,145,692 310,706,245 291,190,849 249,283,459 241,984,562 254,957,680 269,297,812 3,134,423,960 Demand $ adjusted $ 4,373,971 $ 4,303,633 $ 4,013,826 $ 3,706,435 $ 4,005,111 $ 7,431,077 $ 7,799,797 $ 7,431,044 $ 5,243,523 $ 3,855,735 $ 4,250,944 $ 4,567,209 $ 60,982,306 Energy $ adjusted $ 11,092,986 $ 10,602,777 $ 10,407,145 $ 10,117,193 $ 9,865,478 $ 11,715,912 $ 13,525,043 $ 12,675,538 $ 10,405,092 $ 10,100,436 $ 10,641,934 $ 11,240,491 $ 132,390,023 Total $ adjusted $ 15,466,957 $ 14,906,410 $ 14,420,970 $ 13,823,627 $ 13,870,589 $ 19,146,989 $ 21,324,840 $ 20,106,582 $ 15,648,615 $ 13,956,171 $ 14,892,878 $ 15,807,700 $ 193,372,329 Loss compensation adjustment change Demand $ change $ 279 $ 204 $ 220 $ 212 $ 285 $ (1,847) $ (1,886) $ (1,880) $ 362 $ 206 $ 211 $ 305 $ (3,328) Energy $ change $ (1,368) $ (1,360) $ (1,309) $ (1,298) $ (1,260) $ 1,931 $ 2,252 $ 2,042 $ (1,316) $ (1,338) $ (1,395) $ (1,364) $ (5,785) Total $ change $ (1,089) $ (1,156) $ (1,090) $ (1,087) $ (975) $ 84 $ 366 $ 162 $ (954) $ (1,132) $ (1,184) $ (1,059) $ (9,113) 5/5 UTILITY DIRECTORS’ MEETING FOLLOW-UP – GENERATION PERMITTED UNDER THE POWER SUPPLY AGREEMENTS AND FUTURE EXCEPTIONS TO THE “ALL- REQUIREMENTS” PROVISION OF THE POWER SUPPLY AGREEMENTS 4XHVWLRQVDURVHDWWKH1RYHPEHU8WLOLW\'LUHFWRUV¶0HHWLQJDERXWZKDWW\SHVRIPXQLFLSDO JHQHUDWLRQRUSXUFKDVHVIURPSDUWLHVRWKHUWKDQ3ODWWH5LYHUILWZLWKLQWKHH[FHSWLRQVWRWKHDOO UHTXLUHPHQWV REOLJDWLRQ RI WKH 3RZHU 6XSSO\ $JUHHPHQWV 36$V Generation Permitted Under the Power Supply Agreements January 9, 2019 Page 2 of 5 x 7KHILUVWH[FHSWLRQDOORZHGWKHRZQHUFRPPXQLWLHVWR³DOVRJHQHUDWHSRZHUDQGHQHUJ\ 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eneration Permitted Under the Power Supply Agreements January 9, 2019 Page 5 of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³DOOUHTXLUHPHQWV´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xhibit A Estes Park Power Supply Agreement Amended and Restated 09/01/2010 Page 1 of 10 AMENDED CONTRACT FOR THE SUPPLY OF ELECTRIC POWER AND ENERGY This contract, made this 1st day of September, 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 TOWN OF ESTES PARK, COLORADO, a municipal corporation of the State of Colorado (hereinafter called "Estes Park.") WITNESSETH: WHEREAS, Platte River was formed by Estes Park, Fort Collins, Longmont, and Loveland (hereinafter collectively called "Municipalities") in order to provide the wholesale power and energy requirements of the Municipalities in a reliable, cost-effective, and environmentally responsible manner; and WHEREAS, Platte River, owns, operates, and maintains electric generating facilities, transmission lines, substations, and related facilities for the purpose of supplying electric power and energy to the electric systems owned and operated by the Municipalities for resale; and WHEREAS, Platte River has heretofore entered into or will enter into agreements for the sale of electric power and energy similar in form to this Agreement with the cities of Fort Collins, Longmont, and Loveland; and WHEREAS, this Agreement replaces the Transmission Facilities Agreement between Platte River and Estes Park, dated March 11, 1980; and WHEREAS, Estes Park 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 (a) Platte River shall sell and deliver to Estes Park and Estes Park shall purchase and receive from Platte River all electric power and energy which Estes Park shall require for the operation of its municipal electric system to the extent that Platte River shall have such power and energy available; provided, however, that (1) Estes Park shall have the right to continue to ([KLELW$ Estes Park Power Supply Agreement Amended and Restated 09/01/2010 Page 2 of 10 generate its own power and energy to the extent of the capacity of its generating facilities in service on September 5, 1974 and may also generate power and energy for its own use from any new generation resource(s) owned and operated by Estes Park 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 Estes Park, whichever is greater, provided further that if Estes Park develops new generation resources of a total rated capacity as set forth above Platte River commits that it will meet with Estes Park to discuss in good faith an increase in the total rated capacity limit, and (2) Estes Park 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), Estes Park 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 Estes Park for resale pursuant to Article 1(a) hereof, said payment to be made at the rates set forth in the Tariff Schedules of Platte River in effect at the time the power and energy is furnished to Estes Park. Article 2: Rate for Power and Energy (a) Estes Park shall pay Platte River for all electric power and energy furnished hereunder at the rates and on the terms and conditions as provided in the Platte River Tariff Schedules; provided, however, that notwithstanding any other provision of this Agreement, the obligation of Estes Park to pay Platte River for all electric power and energy furnished hereunder shall be, and is, a special obligation of Estes Park payable solely from revenues to be received by Estes Park 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 Estes Park or against any property or funds of Estes Park other than revenues to be received by Estes Park from the sale of electric power and energy to its electric utility customers during the term hereof, and the obligation to pay Platte River for all electric power and energy furnished hereunder does not constitute a debt, liability, or obligation of Estes Park 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 Estes Park 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 Exhibit B ±“®«¬²Ů B:¡ŮD2ŮBŠŮ b. Ů0ŮC~Ž:ŮAÿİ ÎŮ /'ŮGŮ^ÙŮ _‡ŮÔĖ<MŮ ^Ŧd”Ů/Ů   Exhibit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xhibit D Memorandum Date: 0DUFK To: %RDUGRI'LUHFWRUV From: -DFNLH$6DUJHQW*HQHUDO0DQDJHU&(2 -RH:LOVRQ*HQHUDO&RXQVHO 3DXO'DYLV&XVWRPHU6HUYLFHV0DQDJHU Subject: Foothills Solar Project /RYHODQGRZQHGDQGRSHUDWHGN:RIK\GURJHQHUDWLRQWKDWZDVGHVWUR\HGGXULQJWKH IORRG 7KLVK\ GURJ HQHUDWLRQSU HGDWHG WKHF UHDWLRQR I3 ODWWH5 LYHUDQGL WVRXW SXWZ DV ³JUDQGIDWKHUHG´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emorandum Date: 2FWREHU To: %RDUGRI'LUHFWRUV From: -DVRQ)ULVELH*HQHUDO0DQDJHU&(2 3DXO'DYLV&XVWRPHU6HUYLFHV0DQDJHU Subject: Loveland PPA Solar Reimbursements 3ODWWH5LYHULVGHYHORSLQJDSRZHUSXUFKDVHDJUHHPHQW 33$ Policy Version #: 1.0 Original Effective Date: 12/06/2018 Next Review Date: 12/01/2020 TITLE: Resource Diversification Policy Page 1 of 3 Purpose: This policy is established to provide guidance for resource planning, portfolio diversification and carbon reduction. Policy: The board of directors (the board) directs the general manager/CEO to proactively work toward the goal of reaching a 100 percent non-carbon resource mix by 2030, while maintaining Platte River’s three pillars of providing reliable, environmentally responsible and financially sustainable electricity and services. The board recognizes the following advancements must occur in the near term to achieve the 2030 goal and to successfully maintain Platte River’s three pillars: • An organized regional market must exist with Platte River as an active participant • Battery storage performance must mature and the costs must decline • Utilization of storage solutions to include thermal, heat, water and end user available storage • Transmission and distribution infrastructure investment must be increased • Transmission and distribution delivery systems must be more fully integrated • Improved distributed generation resource performance • Technology and capabilities of grid management systems must advance and improve • Advanced capabilities and use of active end user management systems • Generation, transmission and distribution rate structures must facilitate systems integration Resource planning is an ongoing process and Platte River continuously evaluates opportunities to add non-carbon resources. Platte River reviews its generation portfolio annually as part of the budgeting and planning process. This process sets the foundation for developing an integrated resource plan (IRP) submitted to the Western Area Power Administration every five years as required. The resource planning process includes evaluating the progress of energy storage, distributed power sources and new technologies. As a leader in the utility industry in Colorado for many years, Platte River will continue to move forward to meet the resource needs and wants of the four owner communities. The board recognizes the integration of non-carbon resources and new technologies will shape the future of Platte River’s and the four owner communities’ energy supply. Implementing Parties and Assigned Responsibilities: The chief strategy officer reviews this policy and necessary revisions are brought before the Platte River Board of Directors. ATTACHMENT 6 Policy Version #: 1.0 Original Effective Date: 12/06/2018 Next Review Date: 12/01/2020 TITLE: Resource Diversification Policy Page 2 of 3 Associated Items (if applicable): Definitions (if applicable): Reliable Platte River will provide wholesale electric power to its owner communities with the highest possible power quality and transmission service availability while providing the lowest amount of energy supply disruptions. Platte River will abide by North America Energy Regulatory Corporation (NERC) regulatory conventions for reserve requirements and reliability standards using a planning reserve margin of 15 percent and a loss of load expectation (LOLE) of 1 day in 10 years. Platte River will continue to exceed NERC reliability standards by consistently providing power delivery and transmission service to our owner communities by meeting our goal of an annual availability factor of 99.97 percent or greater. Environmentally responsible Platte River will provide energy products and services to its owner communities while proactively minimizing environmental impacts. Platte River will meet or exceed all federal, state and local environmental regulatory requirements and will continue to work with its owner communities to respect, protect and enhance the ecosystems along the Front Range for future generations. Financially sustainable Platte River’s strategic financial plan (SFP) is designed to provide long-term financial viability, manage financial risk and support Platte River’s mission, vision and values. Financial metrics have been established in consideration of rating agency guidelines. To manage financial assets and risk, staff will continue to implement and maintain prudent business practices in the management of reserves, maintain the enterprise risk management program and comply with financial policies. Rates shall be established to generate adequate cash flows and maintain access to low-cost capital while providing wholesale rate stability. Platte River will continue to establish and offer competitive rates and services to provide value to our four owner communities. Document Owner: Chief Strategy Officer Original Effective Date: 12/06/2018 Authority: Board of Directors Review Frequency: Annually Counsel Review: General Counsel or Associate General Counsel Current Effective Date: 12/06/2018 Policy Version #: 1.0 Original Effective Date: 12/06/2018 Next Review Date: 12/01/2020 TITLE: Resource Diversification Policy Page 3 of 3 Version Date Action Author Change Tracking (new, review, revision) 1.0 12/06/2018 Original Policy or Board Resolution 28-18 Alyssa Clemsen Roberts New Platte River Power Authority Organic Contract and Power Supply Agreement Extension and Amendments The purpose of this project is to explore extension and amendment to the organic contract and power supply agreement between the City of Fort Collins, the other member cities, and Platte River Power Authority (PRPA). May cover extension and amendment of the existing contract with PRPA. If we make no changes, the existing contract is in place through 2050. Positive  Positive impacts for achieving the community’s climate action goals  Directly and indirectly allows for distributed generation  Enhances communication with Platte River, promoting opportunities for engagement and education amongst all parties Negative  N/A Tensions  N/A Positive  Continues reliable and predictable relationship with Platte River  Supports business retention and attraction  Removes a barrier to entering into a regional energy market Negative  N/A Tensions  N/A Positive  Improves inclusivity by removing gendered language Negative  N/A Tensions  N/A Tradeoffs  Noted the provision that could incent large commercial solar, resulting in either additional rooftop solar (thus reducing the need for additional land) or ground mount solar systems as well (which would reduce opportunities for infill and development) Mitigations  Will continue to work with developers and Planning to ensure highest and best use of the vacant land for redevelopment and infill purposes, as opportunities arise IMPACTS ATTACHMENT 7 N/A 1 Platte River Power Authority Contracts Kevin Gertig, Tim McCollough February 26, 2018 ATTACHMENT 8 Direction Sought 2 1. Does Council have any questions related to the extension request and proposed amendments or additional input related to the Contracts? 2. Does Council support bringing forward the proposed term extension and amendments to the Contracts for consideration and approval? 3 Regional Collaboration Reasons for Updating Contracts 4 Update content relative to: Distributed solar generation Possibility of organized market Potential future modifications of bond covenant restrictions Conform transmission facilities descriptions Extend life of organization Foundational Documents 5 Organic Contract Four-community contract First executed in 1975 Renewed in 2010 through 2050 Power Supply Agreement Between Platte River and Fort Collins First implemented in 1973 Renewed in 2010 through 2050 2019 - 2060 Renewal First Agreements 1970 1980 1990 2000 2010 2020 2030 2040 2050 2060 History of Agreements 6 1998 - 2040 Renewal 2010 - 2050 Renewal Recent Progress 7 2018 • Passed Resource Diversification Policy 2020 • +150MW of wind • +20 MW of solar / 2 MW of battery • Integrated Resources Plan with 100% RE scenarios 2021 • Resources will be 50% non-carbon Proposed Changes Organic Contract • Extension through 2060 • Minor edits and clarifications 8 Proposed Changes Power Supply Agreement • Substantive - Extension through 2060 - Third-party solar allowed under net metering - Change in substation metering point - Covenant to hold routine meetings • Minor - Address changes in transmission/substation interface that have occurred in Fort Collins since 2010 9 10 Triple Bottom Line Scan (TBL-S) Results • Positive impacts on climate action and community resilience • Enables additional distributed generation and renewables • Continues reliable and predictable relationship with Platte River • Supports business retention and attraction • Removes a barrier to entering into a regional energy market • Improves inclusivity by removing gendered language Mitigations • Continue working with Planning to ensure highest and best use of remaining vacant land Questions for Council 1. Does Council have any questions related to the extension request and proposed amendments or additional input related to the Contracts? 2. 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Northern Colorado Water Conservancy District (Northern Water). Strategic initiatives region • Developing a possible solution to efficiently use the existing fiber optic infrastructure through the leasing of bandwidth instead of dark fiber • Transferring title to the “extra capacity” non-transmission system fiber strands located within the local loop cables to the owner community in which the local loop cables reside • Establishing additional protocols for accessing local loop and long-haul fiber optic strands to protect the fiber system and manage risk to the transmission system, resulting from increased fiber activities • Setting new fiber optic lease rates that are more closely related to current market value Strategic initiatives wind energy as part of our long- term, low emissions power portfolio. In addition, Platte River will continue to look forward concerning energy storage and distributed power sources because we believe this technology will continue progressing and will likely become key to a long-term, low emissions future. Energy market Platte River’s participation in a bilateral market has served our needs very well over the past several years. Our future participation in a broader, organized energy market like the Southwest Power Pool (SPP) or the California Energy Imbalance Market (IM) would enable access to energy resources across a larger footprint, more efficient use of existing transmission systems, increased integration of renewable resources and improved transmission planning. This will likely result in lower overall costs to Platte River’s owner communities. Following several years of research and negotiation to develop a solution to mitigate cost impacts among the transmission owners in the region, Platte River, along with other regional utilities, will continue to pursue membership in a broader, more liquid energy market. Membership in an organized energy market will help achieve our energy goals and we will continue to play a leadership role in the development of the effort. Strategic Initiatives 18 Platte River Power Authority 2018 Strategic Plan Strategic initiatives Platte River Power Authority 2018 Strategic Plan Communications and community outreach Strategic initiatives About Platte River Platte River is governed by an eight-person board of directors designed to bring relevant expertise to the decision making process. The board includes two members from each owner community. The mayor may serve or designate some other member of the governing board of his/her owner community to serve in his/her place on Platte River’s Board of Directors. Each of the other four directors is appointed to a four-year staggered term by the governing body of the owner community being represented by that director. Peak municipal demand (July 10, 2018): Headquarters: Fort Collins, Colorado Platte River is a not-for-profit political subdivision of the State of Colorado 4,176,000 MWh 1973 251 3,254,000 MWh Platte River has equipment in 27 substations, 263 miles of wholly owned and operated high-voltage lines, and 522 miles of high-voltage lines jointly owned with other utilities. Jason Frisbie 690 MW Platte River is governed by an eight- person board of directors designed to bring relevant expertise to the decision- making process. The board includes two members from each owner community. The mayor may serve or designate some other member of the governing board of his/her owner community to serve in his/her place on Platte River’s Board of Directors. Each of the other four directors is appointed to a four-year staggered term by the governing body of the owner community being represented by that director. 2018 Strategic Plan As a leader in the utility industry in Colorado for many years, Platte River continues to move forward to meet the increasingly diverse needs and wants of our owner communities. 31. Authorized Representatives of the Parties. ................................................................................................................................. 10 32. Effect of Section Headings. ............................................................................................................................................................ 10 33. Operating Guidelines and Procedures. ....................................................................................................................................... 10 34. Uncontrollable Forces. .................................................................................................................................................................... 10 35. Liability. ............................................................................................................................................................................................ 10 36. Cooperation of Contracting Parties. ............................................................................................................................................. 11 37. Transfer of Interest in the Contract or Change in Preference Status. ..................................................................................... 11 38. Choice of Law and Forum. ............................................................................................................................................................ 12 39. Waivers. ............................................................................................................................................................................................ 12 40. Notices. .............................................................................................................................................................................................. 12 41. Contingent Upon Appropriations and Authorization. ............................................................................................................. 12 42. Covenant Against Contingent Fees. ............................................................................................................................................. 13 * 43. Contract Work Hours and Safety Standards. ............................................................................................................................. 13 44. Equal Opportunity Employment Practices. ................................................................................................................................ 13 45. Use of Convict Labor. ..................................................................................................................................................................... 13 *Legal Citation Revised September 1, 2007