HomeMy WebLinkAboutCOUNCIL - AGENDA ITEM - 04/16/2019 - ITEMS RELATING TO PLATTE RIVER POWER AUTHORITY ORGAgenda Item 7
Item # 7 Page 1
AGENDA ITEM SUMMARY April 16, 2019
City Council
STAFF
Tim McCollough, Deputy Director, Utilities Light and Power
Kevin Gertig, Utilities Executive Director
Cyril Vidergar, Legal
SUBJECT
Items Relating to Platte River Power Authority Organic and Power Supply Contracts.
EXECUTIVE SUMMARY
A. Second Reading of Ordinance No. 053, 2019, Authorizing an Amended and Restated Organic Contract
with Platte River Power Authority.
B. Second Reading of Ordinance No. 054, 2019, Authorizing an Amended and Restated Contract with Platte
River Power Authority for the Supply of Electric Power and Energy.
These Ordinances, unanimously adopted on First Reading on March 19, 2019, extend and amend the Organic
Contract between Fort Collins, Loveland, Longmont, and Estes Park (the member cities of Platte River Power
Authority); and the Power Supply Agreement between Fort Collins and Platte River Power Authority.
STAFF RECOMMENDATION
Staff recommends adoption of the Ordinances on Second Reading.
ATTACHMENTS
1. First Reading Agenda Item Summary, March 19, 2019 (w/o attachments) (PDF)
2. Ordinance No. 053, 2019 (PDF)
3. Ordinance No. 054, 2019 (PDF)
Agenda Item 11
Item # 11 Page 1
AGENDA ITEM SUMMARY March 19, 2019
City Council
STAFF
Tim McCollough, Deputy Director, Utilities Light and Power
Kevin Gertig, Utilities Executive Director
Cyril Vidergar, Legal
SUBJECT
Items Relating to Platte River Power Authority Organic and Power Supply Contracts.
EXECUTIVE SUMMARY
A. First Reading of Ordinance No. 053, 2019, Authorizing an Amended and Restated Organic Contract with
Platte River Power Authority.
B. First Reading of Ordinance No. 054, 2019, Authorizing an Amended and Restated Contract with Platte River
Power Authority for the Supply of Electric Power and Energy.
The purpose of this item is for City Council to consider 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); and the Power Supply Agreement between Fort Collins and Platte River
STAFF RECOMMENDATION
Staff recommends adoption of the Ordinances on First Reading.
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 Contract for the Supply of Electric Power and Energy (“Power Supply
Contract”, individual agreement under which Platte River supplies wholesale electricity to Fort Collins) be
extended for an additional ten (10) years beyond the current terms (which expire on December 31, 2050) with
specific amendments to the Power Supply Contract 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 and Power Supply Contract provides favorable ratings in future Platte River
bond issuances and flexibility in future power purchase agreement 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.
ATTACHMENT 1
Agenda Item 11
Item # 11 Page 2
There is general agreement from the Platte River Board of Directors and the Utility Directors in the member cities
on the extension of the terms and the proposed amendments to the Organic Contract and respective Power
Supply Contract.
Background on the Contracts
Platte River’s relationship with its four member cities is based on a contract among the communities-the Organic
Contract and separate Power Supply Contracts with each member city.
The Organic Contract is an intergovernmental agreement (IGA) between Estes Park, Fort Collins, Longmont and
Loveland that created Platte River Power Authority in 1975. Pursuant to C.R.S § 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 authorizes and establishes the governance structure of Platte River, 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 Contracts predated the creation of Platte River as a political subdivision. Since 1975
the Power Supply Contracts have run concurrently with the Organic Contract. The Power Supply Contracts 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 Power Supply
Contracts are the revenue-generating security pledged to repay the bonds issued by Platte River to finance the
capital assets that generate and deliver wholesale electricity to the member cities. The Power Supply Contracts
are currently effective through 2050. Like the Organic Contract, the Power Supply Contracts have been extended
twice with amendments, first in 1998 and again in 2010. In 2010, Exhibit B was incorporated into the Power
Supply Contract that functionally superseded separate Transmission Facilities contracts with the member cities.
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 Power Supply Contract (the “Updated Supply Contract”) 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 power
purchase agreements 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 by Platte River to the City 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
Agenda Item 11
Item # 11 Page 3
market. Platte River plans to adjust tariffs and rates in a manner that will make this change revenue neutral
to the member cities.
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.
The Updated Supply Contract 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 Updated Supply Contracts with the other owner communities.
The changes proposed also create a mechanism through which the parties may modify the Updated Supply
Contract 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 Updated Supply Contract will
likely occur prior to the next ten-year renewal cycle.
CITY FINANCIAL IMPACTS
The amendments to the Organic Contract and Updated Supply Contract will have no direct impact on wholesale
power costs. A 40-year extension of the contracts will provide indirect and favorable financial benefits to
ratepayers through Platte River’s ability to gain favorable bond ratings and granting flexibility in future power
purchase agreement terms.
The extension of the Organic Contract, in conjunction with the Updated Supply Contract (also adopted separately
by the Electric Utility Enterprise Board), will extend the life of the Platte River organization and commit a portion
of ratepayer revenues to Platte River for wholesale power costs for an additional ten years beyond the current
term.
BOARD / COMMISSION RECOMMENDATION
The Energy Board will consider this item during its March 14, 2019, meeting. The Energy Board recommendation
will be provided to Council as a read-before memo on March 19.
PUBLIC OUTREACH
No public outreach was identified outside of the City Council and Energy Board considerations.
ATTACHMENTS
1. Power Supply Agreement (Redline version, showing changes) (PDF)
2. Organic Contract (Redline version, showing changes) (PDF)
3. Triple Bottom Line (PDF)
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ORDINANCE NO. 053, 2019
OF THE COUNCIL OF THE CITY OF FORT COLLINS
AUTHORIZING AN AMENDED AND RESTATED ORGANIC
CONTRACT FOR PLATTE RIVER POWER AUTHORITY
WHEREAS, the City is one of four member municipalities that entered into an organic
contract establishing Platte River Power Authority (“Platte River”); and
WHEREAS, the first such contract was entered into in 1975, and the contract was last
amended by the execution of an Amended and Restated Organic Contract Establishing Platte River
Power Authority as a Separate Governmental Entity dated September 1, 2010 (the “Existing
Organic Contract”), as approved by City Council on June 1, 2010, by Ordinance No. 061, 2010;
and
WHEREAS, the Existing Organic Contract extended the operation of Platte River on behalf
of the its member owner cities though the date of December 31, 2050; and
WHEREAS, the parties recently negotiated a proposed, updated agreement entitled
“Amended and Restated Organic Contract Establishing Platte River Power Authority as a Separate
Governmental Entity” (the “Updated Organic Contract”), a copy of which is on file with the City
Clerk, dated February 15, 2019, the purpose of which is to replace and supersede the Existing
Organic Contract; and
WHEREAS, the Updated Organic Contract, if approved by the parties, would extend
amendments to the Existing Organic Contract made in 2010, so as to:
• affirm Platte River's commitment to environmental stewardship and sustainability;
reflect the current manner in which the parties conduct business;
• expand the kinds of services Platte River will provide to the member cities and
obligate Platte River to assist member cities reach their renewable energy targets
and develop products and services to improve the efficiency of generation,
transmission and use of electrical energy;
• clarify the role of appointed member city representatives as directors of the Platte
River board; and
• extend the termination date of the Existing Organic Contract by ten years to
December 31, 2060; and
WHEREAS, on March 14, 2019, the Energy Board reviewed Updated Organic Contract
and recommended the City Council authorize approval of the Contract as amended; and
WHEREAS, it is the understanding of City Utility Services staff that respective staff of
Loveland, Longmont and Estes Park electric utilities will be recommending approval of the
Updated Organic Contract to their respective governing bodies as well.
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NOW, THEREFORE, BE IT ORDAINED BY THE COUNCIL OF THE CITY OF FORT
COLLINS as follows:
Section 1. That the City Council hereby makes and adopts the determinations and
findings contained in the recitals set forth above.
Section 2. That the City Council hereby finds that it is in the best interests of the City
to replace and supersede the Existing Organic Contract with the Updated Organic Contract.
Section 3. That the Updated Organic Contract is hereby approved, and the Mayor is
hereby authorized and directed to execute the same on behalf of the City in substantially the form
on file in the office of the City Clerk and as attached hereto as Exhibit “A.”
Section 4. That the City Council hereby directs the Energy Board to annually review
the terms and conditions of the Updated Organic Contract and suggest any revisions to the City
Council by formal board action.
Introduced, considered favorably on first reading, and ordered published this 19th day of
March, A.D. 2019, and to be presented for final passage on the 16th day of April, A.D. 2019.
__________________________________
Mayor
ATTEST:
_______________________________
City Clerk
Passed and adopted on final reading on the 16th day of April, A.D. 2019.
__________________________________
Mayor
ATTEST:
_______________________________
City Clerk
ORGANIC CONTRACT
EXHIBIT A
i
TABLE OF CONTENTS
1.0 EFFECTIVE DATE ............................................................................................................... 2
2.0 ESTABLISHMENT OF PLATTE RIVER POWER AUTHORITY .......................................... 2
2.1 PURPOSES ................................................................................................................ 3
2.2 FUNCTIONS, SERVICES, OR FACILITIES ............................................................... 4
2.3 BOARD OF DIRECTORS ........................................................................................... 5
2.4 OFFICERS ................................................................................................................ 11
2.5 INDEMNIFICATION OF OFFICERS AND DIRECTORS .......................................... 13
2.6 TERM OF CONTRACT ............................................................................................. 14
2.7 ASSETS AND PROPERTIES ................................................................................... 14
2.8 DISTRIBUTION OF ASSETS UPON TERMINATION .............................................. 14
2.9 SEAL ......................................................................................................................... 15
2.10 CONTRACTS ............................................................................................................ 15
2.11 CHECKS, DRAFTS, AND OTHER FINANCIAL DOCUMENTS ................................ 15
2.12 DEPOSITS ................................................................................................................ 15
2.13 FISCAL YEAR ........................................................................................................... 15
2.14 PRINCIPAL PLACE OF BUSINESS ......................................................................... 15
3.0 GENERAL POWERS ......................................................................................................... 15
4.0 POLITICAL SUBDIVISION ................................................................................................. 18
5.0 REVENUE BONDS ............................................................................................................ 19
6.0 DEBT NOT THAT OF MUNICIPALITIES ........................................................................... 19
7.0 FILING OF CONTRACT ..................................................................................................... 19
8.0 NOTICES ........................................................................................................................... 19
9.0 SEVERABILITY .................................................................................................................. 20
10.0 DUPLICATE ORIGINALS .................................................................................................. 20
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 the 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
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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
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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
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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
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(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
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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 on the Board of Directors of
the Authority.
2.3.3 TERM
The term of office of the Directors of the Authority shall be as
follows:
(i) MAYORS
The Mayor of each Municipality, or the member of the
Municipality’s governing board 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
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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
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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
Chair 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 Chair 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.
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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:
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(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.
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OFFICERS
The officers of the Authority shall be a Chair, Vice Chair, 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 Chair and Vice Chair shall
be members of the Board of Directors, but other officers of the Authority
need not be members of the Board of Directors.
2.4.1 ELECTION OF OFFICERS AND TERMS OF OFFICE
At each annual 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) CHAIR
The Chair shall preside at all meetings of the Board of
Directors and, except as otherwise delegated by the Board
of Directors, shall execute all legal instruments of the
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Authority, and shall perform such other duties as the Board
of Directors may prescribe.
(ii) VICE CHAIR
The Vice Chair shall, in the absence of the Chair, or in the
event of the Chair’s inability or refusal to act, perform the
duties of the Chair and when so acting shall have all the
powers of and be subject to all the restrictions upon the
Chair. The Vice Chair shall also perform such other duties
as may 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
The General Manager shall be the principal executive officer
of the Authority with full responsibility for the planning,
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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
negligence or willful and wanton misconduct. The foregoing right of
Organic Contract Amended and Restated 00/00/2019
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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, 2060,
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.
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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:
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(i) ELECTRIC ENERGY
To develop electric energy resources and related services, and produce,
purchase, and transmit electric energy, in whole or in part, for the benefit
of the inhabitants of the Municipalities.
(ii) CONTRACTS
To make and enter contracts of every kind with the Municipalities, the
United States, any state or political subdivision thereof, and any individual,
firm, association, partnership, corporation or any other organization of any
kind.
(iii) AGENTS AND EMPLOYEES
To employ agents and employees.
(iv) FACILITIES
To acquire, construct, manage, maintain, and operate electric energy
facilities, works, and improvements and any interests therein, including,
without limitation, to acquire, construct, reconstruct, improve, and
rehabilitate, repair, operate, and maintain (separately or jointly) generating
plants, transmission systems and related facilities for the purpose of
delivering electrical power and energy generated thereby to the
Municipalities, and any mine, well, pipeline, plant, structure, or other facility
for the development, production, manufacture, storage, fabrication, or
processing of fossil or nuclear fuel of any kind for use, in whole or in major
part, in any of such generating plants, and any railroad cars, trackage,
pipes, equipment, and any structures or facilities of any kind used or useful
in the transporting of fuel to any of such generating plants, and to sell,
deliver, exchange, or otherwise dispose of the power and energy generated
by said plants, and any of the waste or by-products therefrom, and to
purchase, lease, or otherwise acquire and equip, maintain, operate, sell,
assign, convey, lease, mortgage, pledge, and otherwise dispose of
electrical generating plants, transmission systems and related facilities,
together with all lands, buildings, equipment, and all other real or personal
property, tangible or intangible, necessary or incidental thereto.
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(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.
(x) RATES
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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.
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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
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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.
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IN WITNESS WHEREOF, the Municipalities have caused this Contract, as amended, to
be executed as of the day of , 2019.
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:
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Director of Longmont Power & Communications
APPROVED AS TO FORM:
Assistant City Attorney
PROOFREAD:
-1-
ORDINANCE NO. 054, 2019
OF THE COUNCIL OF THE CITY OF FORT COLLINS
AUTHORIZING AN AMENDED AND RESTATED CONTRACT
WITH PLATTE RIVER POWER AUTHORITY FOR THE
SUPPLY OF ELECTRIC POWER AND ENERGY
WHEREAS, the City is one of four member municipalities that entered into an organic
contract establishing Platte River Power Authority (“Platte River”); and
WHEREAS, the first such contract was entered into in 1975, and the contract was last
amended by the execution of an Amended and Restated Organic Contract Establishing Platte River
Power Authority as a Separate Governmental Entity dated September 1, 2010 (the “Existing
Organic Contract”), as approved by City Council on June 1, 2010, by Ordinance No. 061, 2010;
and
WHEREAS, the parties recently negotiated a proposed, updated agreement entitled
“Amended and Restated Organic Contract Establishing Platte River Power Authority as a Separate
Governmental Entity” (the “Updated Organic Contract”), the purpose of which is to replace and
supersede the Existing Organic Contract; and
WHEREAS, the City Council by separate ordinance has approved the Updated Organic
Contract; and
WHEREAS, on February 22, 1980, the City and Platte River Power Authority (“Platte
River”) entered into a Transmission Facilities Agreement (the “Facilities Agreement”) to establish
the parties’ rights and obligations related to their respective electric system facilities and to provide
for shared use or lease of certain specified facilities; and
WHEREAS, on March 31, 1980, the City also entered into a Contract for the Supply of
Electric Power and Energy (the “Original Supply Contract”) with Platte River which established
the terms and conditions of the City’s purchase of electric power and energy from Platte River;
and
WHEREAS, on July 21, 1998, the City Council approved an amendment to the Original
Supply Contract extending its termination date from December 31, 2020, to December 31, 2040
(the “1998 Supply Contract Amendment”); and
WHEREAS, on June 1, 2010, the City Council adopted Ordinance No. 062, 2010,
approving an updated “Amended and Restated Contract for the Supply of Electric Power and
Energy” (the “Existing Supply Contract”) with Platte River, which replaced and superseded the
Facilities Agreement and the 1998 Supply Contract, and extended the expiration date to December
31, 2050; and
WHEREAS, the City and Platte River recently negotiated a further updated “Amended and
Restated Contract for the Supply of Electric Power and Energy” (the “Updated Supply Contract”),
-2-
a copy of which is on file with the City Clerk, dated February 20, 2019, the purpose of which is to
replace and supersede the Existing Supply Contract; and
WHEREAS, under the proposed Updated Supply Contract, Platte River will continue to
sell and deliver to the City, and the City will continue to purchase and receive from Platte River,
all electric power and energy that the City requires for the operation of its municipal electric
system, and the City may generate power and energy for its own use in City facilities from any
new generation resource(s) owned and operated by the City provided that the City's total rated
capacity does not exceed 1,000 kilowatts or one percent of the peak load of the City, whichever is
greater; and
WHEREAS, in addition, the Updated Supply Contract includes accommodation for third-
party solar providers of on-site solar generation, relocation of the metering point for wholesale
power deliveries, and restricts future bond financing covenants, which will improve options
available to the City to pursue new renewable technologies; and
WHEREAS, the Updated Supply Contract also amends the term of the Existing Supply
Contract so as to extend its expiration date by ten years to December 31, 2060; and
WHEREAS, on March 14, 2019, the Energy Board reviewed the Updated Supply Contract
and recommended the City Council authorize approval of the Contract as amended; and
WHEREAS, the Updated Supply Contract is also being considered by the Council acting
ex officio as the board of the Fort Collins Electric Utility Enterprise Board by separate ordinance
adopted in the same manner as an ordinance of Council, including but not limited to execution by
the Mayor as president and the City Clerk as secretary of the Enterprise.
NOW, THEREFORE, BE IT ORDAINED BY THE COUNCIL OF THE CITY OF FORT
COLLINS as follows:
Section 1. That the City Council hereby makes and adopts the determinations and
findings contained in the recitals set forth above.
Section 2. That the City Council hereby finds that it is in the best interests of the City
to replace and supersede the Existing Supply Contract with the Updated Supply Contract.
Section 3. That the Updated Supply Contract is hereby approved, and the Mayor is
hereby authorized and directed to execute the same on behalf of the City in substantially the form
on file in the office of the City Clerk and as attached hereto as Exhibit “A,” provided that the
Electric Utility Enterprise is added as a party to the same prior to signing.
-3-
Introduced, considered favorably on first reading, and ordered published this 19th day of
March, A.D. 2019, and to be presented for final passage on the 16th day of April, A.D. 2019.
__________________________________
Mayor
ATTEST:
_______________________________
City Clerk
Passed and adopted on final reading on the 16th day of April, A.D. 2019.
__________________________________
Mayor
ATTEST:
_______________________________
City Clerk
Fort Collins Power Supply Agreement Amended and Restated 00/0/2019
Page 1 of 10
AMENDED CONTRACT FOR THE SUPPLY OF ELECTRIC POWER AND ENERGY
This contract, made this day of , 2019, between PLATTE RIVER POWER
AUTHORITY, a political subdivision organized and existing under and by virtue of the laws of the
State of Colorado (hereinafter called “Platte River”) and the CITY OF FORT COLLINS,
COLORADO, a municipal corporation of the State of Colorado, by and through its City Council
and Electric Enterprise Board (hereinafter called “Fort Collins.”)
WITNESSETH:
WHEREAS, Platte River was formed by Estes Park, Fort Collins, Longmont, and Loveland
(hereinafter collectively called “Municipalities”) in order to provide the wholesale power and
energy requirements of the Municipalities in a reliable, cost-effective, and environmentally
responsible manner; and
WHEREAS, Platte River, owns, operates, and maintains electric generating facilities,
transmission lines, substations, and related facilities for the purpose of supplying electric power
and energy to the electric systems owned and operated by the Municipalities for resale; and
WHEREAS, Platte River has heretofore entered into or will enter into agreements for the
sale of electric power and energy similar in form to this Agreement with the cities of Estes Park,
Longmont, and Loveland; and
WHEREAS, Fort Collins desires to purchase electric power and energy from Platte River
on the terms and conditions herein set forth;
WHEREAS, through this Agreement the parties acknowledge that the electric industry is
evolving from an industry dominated by central station power to one that will likely employ
increasing amounts of distributed generation resources; and
WHEREAS, the Platte River Board of Directors approved a Resource Diversification
Policy with the goal of becoming 100% non-carbon by 2030 and in doing so the Board recognized
that distributed generation will be needed to achieve this goal; and
WHEREAS, intermittent resources must be managed to ensure continued system
reliability; and
WHEREAS, Platte River will equitably manage the impact of adding and firming
intermittent resources amongst the four communities to ensure continued financial sustainability;
and
EXHIBIT A
Fort Collins Power Supply Agreement Amended and Restated 00/0/2019
Page 2 of 10
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
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
Fort Collins Power Supply Agreement Amended and Restated 00/0/2019
Page 3 of 10
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
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;
Fort Collins Power Supply Agreement Amended and Restated 00/0/2019
Page 4 of 10
(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
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
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Page 5 of 10
(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.
(e) To provide adequate service to Fort Collins, Platte River agrees to increase the
capacity of an existing transmission point of delivery, or to establish a new transmission point of
delivery at a mutually agreeable location, of a design capacity of not less than 20,000 kVa
maximum nameplate rating at 55° C. rise, and in accordance with this Agreement.
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(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
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
Fort Collins Power Supply Agreement Amended and Restated 00/0/2019
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any transmission and delivery facilities by Platte River primarily to supply Fort Collins, will take
into account Fort Collins' long-range distribution requirements and costs and the long-range costs
and benefits of alternative service plans. Platte River's annual system plan shall include
appropriate load flow and stability studies and a copy thereof shall be furnished to Fort Collins if
requested.
Article 7: Measurement of Power and Energy
(a) Metering equipment shall be furnished, installed, and maintained by Platte River at
each point of delivery to Fort Collins at the high voltage side of the transforming equipment or at
such other points as agreed upon by the Parties.
(b) Loss adjustments for high voltage side or remote metering shall be as specified in
the Tariff Schedule or as otherwise agreed by the Parties.
Article 8: Meter Readings and Payment of Bills
(a) Platte River shall read meters and invoice Fort Collins for power and energy
furnished hereunder at approximately monthly intervals. Such invoices shall be due and payable
to Platte River within fifteen (15) days from date of issuance and shall become delinquent
thereafter.
(b) If Fort Collins' monthly bill becomes delinquent, late charges at the rate of a one and
one-half percent (1½ %) per month of the unpaid balance shall be added, and if such bill is
delinquent for a period of fifteen (15) days or longer, Platte River may discontinue delivery of
electric power and energy not less than fifteen (15) days following written notice to Fort Collins.
Article 9: Meter Testing and Billing Adjustment
(a) Platte River shall test and calibrate meters by comparison with accurate standards
at intervals of twelve (12) months, and shall also make special meter tests at any time at Fort
Collins' request. The cost of all tests shall be borne by Platte River; provided, however, that if any
special meter test made at Fort Collins' request shall disclose that the meters are recording
accurately, Fort Collins shall reimburse Platte River for the cost of such test. Meters registering
within two percent (2%) above or below normal shall be deemed to be accurate.
(b) The readings of any meter which are disclosed by test to be inaccurate shall be
corrected from the beginning of the monthly billing period immediately preceding the billing period
during which the test was made; provided, that no correction shall be made for a longer period
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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.
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
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Page 9 of 10
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 September 1, 2010. This Agreement shall remain in effect
until December 31, 2060, 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.
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,
the remainder of this Agreement and the application of its terms, covenants, or conditions to such
persons or circumstances shall not be affected thereby.
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Page 10 of 10
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed
the day and year first above written.
PLATTE RIVER POWER AUTHORITY: ATTEST:
By:
By:
General Manager Secretary
CITY OF FORT COLLINS: ATTEST:
By:
By:
Mayor City Clerk
APPROVED AS TO FORM:
By:
Assistant City Attorney
FORT COLLINS ELECTRIC UTILITY ENTERPRISE: ATTEST:
By:
By:
Enterprise Board President Enterprise Board Secretary
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 use to transmit substation information to 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 are shown on Exhibit 1
attached hereto. The City of Fort Collins distribution facilities are located in the cross-
hatched area shown on the diagram.
Substation Equipment
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:
Fort Collins PSA – Attachment B First Amendment to the Amended PSA
Page 3 of 3
• 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
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