HomeMy WebLinkAboutMemo - Mail Packet - 08/12/2025 - Memorandum from Tyler Marr re Platte River Power Authority (PRPA) Organic Contract and Power Supply Agreement Revisions
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Memorandum
Date: August 7, 2025
To: Mayor and City Councilmembers
Through: Kelly DiMartino, City Manager
From: Tyler Marr, Deputy City Manager, City Manager’s Office, tmarr@fcgov.com
Subject: Platte River Power Authority Organic Contract and Power Supply Agreement
Revisions
Platte River Power Authority (PRPA) and the four owner communities have been working to
update the Organic Contract and Power Supply Agreements that form the foundation of the
Cities’ relationship with PRPA throughout this year with the goal of having an extension in place
this fall. Both redline and clean copies of the amendments to both documents are attached to
this memo.
PRPA hosted a joint work session for owner communities’ elected bodies on June 20 th and
many Fort Collins Councilmembers were able to attend. The changes in the most recent version
do not differ substantially to what was presented then. Staff have been working with PRPA to
ensure that the City’s and Platte River’s interests are preserved in these documents and that we
can achieve our shared goals within the proposed revisions. Staff believe the vast majority of
revisions are aimed at modernization of language and preserving flexibility into the future as we
continue decarbonization and energy transition efforts.
Staff plan to present a summary of the changes to Council under a staff report at the August
26th work session and then bring both the Organic Contract and Power Supply Agreement for
consideration by Council and the Electric Enterprise Board, respectively, at a September
meeting. Staff is available to answer questions Councilmembers may have in the meantime.
CC: Travis Walker, Light & Power Director
Brian Tholl, Energy Services Director
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O RGANIC C ONTRACT
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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
2.3.1 NUMBER ..................................................................................................... 5
2.3.2 SELECTION ................................................................................................ 5
2.3.3 TERM .......................................................................................................... 6
2.3.4 REMOVAL ................................................................................................... 6
2.3.5 VACANCIES ................................................................................................ 7
2.3.6 COMPENSATION........................................................................................ 7
2.3.7 ANNUAL MEETINGS .................................................................................. 7
2.3.8 REGULAR MEETINGS ................................................................................ 7
2.3.9 SPECIAL MEETINGS .................................................................................. 8
2.3.10 NOTICE OF MEETINGS .............................................................................. 8
2.3.11 WAIVER OF NOTICE .................................................................................. 8
2.3.12 QUORUM .................................................................................................... 9
2.3.13 ATTENDANCE BY TELECONFERENCE .................................................... 9
2.3.14 VOTE IN CASE OF DEADLOCK ................................................................. 9
2.3.15 DUTIES ......................................................................................................10
2.4 OFFICERS ................................................................................................................10
2.4.1 ELECTION OF OFFICERS AND TERMS OF OFFICE ...............................11
2.4.2 REMOVAL ..................................................................................................11
2.4.3 DUTIES OF OFFICERS..............................................................................11
2.5 INDEMNIFICATION OF OFFICERS AND DIRECTORS ............................................13
2.6 TERM OF CONTRACT ..............................................................................................13
2.7 ASSETS AND PROPERTIES ....................................................................................14
2.8 DISTRIBUTION OF ASSETS UPON TERMINATION ................................................14
2.9 SEAL .........................................................................................................................14
2.10 CONTRACTS ............................................................................................................14
2.11 CHECKS, DRAFTS, AND OTHER FINANCIAL DOCUMENTS .................................14
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 ....................................................................................................... 18
6.0 DEBT NOT THAT OF MUNICIPALITIES ....................................................................... 18
7.0 FILING OF CONTRACT ................................................................................................ 18
8.0 NOTICES ...................................................................................................................... 18
9.0 SEVERABILITY ............................................................................................................. 19
10.0 DUPLICATE ORIGINALS .............................................................................................. 19
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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 30th day of May, 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, as the electric utility industry, energy-producing technology, and relevant laws
and regulations continue to evolve, the Municipalities wish to clarify that the Organic Contract
authorizes the Authority to engage in a broad range of services to provide long-term value to the
Municipalities while maintaining equity and enhancing the flexibility and agility with which the
Authority and the Municipalities can adapt over time; 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, the Municipalities now wish to further amend the Organic Contract, to extend
its term and to restate the amended provisions thereof in a single updated document.
NOW, THEREFORE, the Municipalities do hereby amend and restate the Organic
Contract, originally executed June 17, 1975, and subsequently amended, so that as hereby
amended and restated it provides, and the Municipalities do agree, as follows:
1.0 EFFECTIVE DATE
This Contract, as hereby amended and restated, shall become effective when it
has been duly executed by all of the Municipalities.
2.0 ESTABLISHMENT OF PLATTE RIVER POWER AUTHORITY
As of June 17, 1975, the Municipalities 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
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.
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2.1 PURPOSES
The purposes of the Authority are to conduct its business and affairs for
the benefit of the Municipalities and their inhabitants:
(i) to provide the electric power and energy requirements of the
Municipalities and the retail customers within the Municipalities in a
reliable, cost-effective, and environmentally responsible manner;
(ii) to engage in activities related to the provision of electric power,
energy, and related services, (including owning and operating assets
connected to the Municipalities’ distribution systems or that support
distribution operations), while adapting over time as necessary to
carry out Board-adopted policies and maintain equity among 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 designating the function, service, or facility as
a purpose to also be jointly exercised by the designating Municipalities
through the Authority and (b) opinions of counsel to each Municipality which
is designating the function, service, or facility to also be performed by the
Authority setting forth the extent to which the designated function, service,
or facility is lawfully authorized by such designating Municipality; and (c) an
opinion of the Authority’s bond counsel to the effect that the designated
function, service, or facility constitutes an “enterprise” as defined in
subsection 2(d) of Article X, Section 20 of the Colorado Constitution.
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2.2 FUNCTIONS, SERVICES, OR FACILITIES
The functions, services, or facilities to be provided by the Authority are: The
supplying of the electric power and energy requirements of the
Municipalities and retail customers within the Municipalities; and, the
provision of any additional function, service, or facility, by means of
(i) acquiring, constructing, owning, reconstructing, improving,
rehabilitating, repairing, operating and maintaining electric generating
plants, transmission systems and related facilities, or interests
therein, for the purpose of producing, transmitting and delivering to
the Municipalities, electric power and energy to the extent of their
requirements, including renewable energy requirements;
(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;
(v) developing and operating a portfolio of electric power and energy
resources (including purchased resources) and associated
infrastructure and capabilities that provide long-term value to the
inhabitants of the Municipalities and support reliability, financial
sustainability and environmental responsibility;
(vi) acquiring, constructing, owning, purchasing, selling, exchanging or
otherwise disposing of, reconstructing, improving, rehabilitating,
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repairing, operating, and maintaining assets, infrastructure, plants,
systems, and related facilities or interests therein;
(vii) 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
(viii) on termination of this Contract to vest in the Municipalities all right,
title and interest of the Authority in or to all of its property and assets.
2.3 BOARD OF DIRECTORS
The governing body of the Authority shall be a Board of Directors
(“Board”) in which all legislative power of the Authority is vested.
2.3.1 NUMBER
The number of Directors shall be eight.
2.3.2 SELECTION
The Board shall consist of two members from each Municipality,
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 contemporaneously
with service as Mayor; provided, however, that any Mayor
may designate some other member of the governing body of
such Municipality to serve as a Director of the Authority in
place of the Mayor.
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(ii) APPOINTED DIRECTORS
The governing body of each of the Municipalities shall appoint
one additional member to the Board. Each Appointed
Director, (a) must be a full-time employee of the appointing
Municipality or an elected member of its governing body, and
(b) shall be selected for judgment, experience, and expertise
which make that person particularly qualified to serve on the
Board.
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 body 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 each Appointed Director shall be as specified by
the appointing Municipality. The Municipalities shall
coordinate Appointed Directors’ terms as feasible to stagger
the years in which Appointed Directors’ terms expire and
foster continuity of Board membership over time.
2.3.4 REMOVAL
Any Director appointed by the governing body of a Municipality may
be removed at any time by such governing body, 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 body designated to serve in place of a Mayor may be
removed at any time by the Mayor, with or without cause.
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2.3.5 VACANCIES
If an Appointed Director, leaves office before the end of his or her
term for any reason, the Municipality that appointed the Director
shall fill the vacancy as provided in Section 2.3.2(ii). If a Mayor or
(Mayor’s designee) leaves office before the end of his or her term
for any reason, the vacancy shall be filled by the new Mayor or the
Mayor’s designation of some other member of the governing body
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 and for expenses otherwise incurred on
behalf of the Authority.
2.3.7 ANNUAL MEETINGS
The Board shall hold an annual meeting within the first 120 days of
each year, at the Authority’s principal place of business, as
designated by the Board (unless the Board specifies another
location by resolution). At each annual meeting, the Board shall
elect officers, pass upon reports for the preceding fiscal year, and
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 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.
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2.3.9 SPECIAL MEETINGS
Any Director may call a special meeting of the Board and may fix
the time and place (within the state of Colorado) for the special
meeting. The Secretary shall deliver to all Directors notice of the
special meeting as provided in Section 2.3.10.
2.3.10 NOTICE OF MEETINGS
The Secretary shall deliver to each Director written notice of any
annual or special meeting of the Board not less than seven or more
than 35 days before the date fixed for the meeting. The Secretary
may deliver any meeting notice personally, by electronic mail with
confirming reply requested, or by mail. If sent by electronic mail,
notice shall be deemed delivered when confirmed by reply from the
intended recipient. If mailed, notice shall be deemed delivered when
deposited in the United States mail, addressed to the Director at the
Director’s address as it appears on the records of the Authority, with
postage prepaid. The Municipalities may exchange routine
communications concerning this Contract by electronic means or
any other method acceptable to the Municipalities sending and
receiving the communications.
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 Board meeting 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.
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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.
2.3.13 ATTENDANCE BY TELECONFERENCE
Directors may attend and fully participate in any meeting through
electronic teleconferencing.
2.3.14 VOTING REQUIREMENTS
(i) Provided a quorum is present, the act of a majority of the
Directors present shall be the act of the Board, subject to the
Weighted Vote provisions in subsection (ii) below and except
as otherwise required by law.
(ii) If a Board vote results in a deadlock, any Director may call for
a “Weighted Vote.” The weight of each Director’s vote in a
Weighted Vote shall be based on the ratio between:
(a) the dollar amount the Municipality for which the
Director serves paid to the Authority for electric power
and energy during the 12-month period ending with a
billing date two months before the month in which the
Weighted Vote takes place, and
(b) the dollar amount all Municipalities paid to the
Authority for electric power and energy during the
same 12-month period.
The act of the majority of the Weighted Vote shall be the act
of the Board.
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2.3.15 DUTIES
The duties of the Board shall be:
(i) To govern the business and affairs of the Authority.
(ii) To exercise all powers of the Authority.
(iii) To establish policies that guide the priorities and activities of
the Authority and the General Manager's duties as stated in
Section 2.4.3(v).
(iv) To periodically review Board-established policies and update,
replace, or repeal them as needed.
(v) To comply with the provisions of parts 1, 5, and 6 of Article 1
of Title 29, C.R.S.
(vi) 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.
(vii) To keep minutes of its proceedings.
2.4 OFFICERS
The minimum officers of the Authority shall be a Chair, Vice Chair,
Secretary, Treasurer, and General Manager. The Board may authorize
other officers and assistant officers to perform such duties as the Board
may assign. The General Manager may appoint officers in addition to those
authorized by the Board and establish their duties as he or she deems
beneficial to carry out the General Manager’s duties as specified in Section
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2.4.3(v). The Chair and Vice Chair shall be members of the Board, but other
officers of the Authority need not be members of the Board.
2.4.1 ELECTION OF OFFICERS AND TERMS OF OFFICE
At each annual Board meeting, the members of the Board shall
elect Board officers (Chair and Vice Chair), who shall serve until the
end of the next annual Board meeting and until their successors are
elected and qualified. The Board shall appoint any other Board-
designated officers as necessary to fill vacancies as they arise, and
prescribe the terms of those officers as part of the appointing
resolution.
2.4.2 REMOVAL
Any officer or agent elected or appointed by the Board may be
removed by the Board, 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, the duties of the officers
shall include the following:
(i) CHAIR
The Chair shall preside at all meetings of the Board and shall
perform any other duties the Board 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.
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(iii) SECRETARY
The Secretary shall:
(a) maintain the official records of the Authority, including
all resolutions and regulations approved by the Board
and minutes of Board meetings,
(b) keep a register of the names and addresses of
Directors and officers,
(c) issue notice of meetings,
(d) attest and affix the corporate seal to official documents
of the Authority, as needed, and
(e) perform any other duties as the Board 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 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 may prescribe.
(v) GENERAL MANAGER
The General Manager shall be the principal executive officer
of the Authority with full responsibility for the planning,
operations, and administrative affairs of the Authority, and the
coordination thereof, pursuant to policies and programs
approved by the Board, 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 shall appoint a
qualified interim General Manager to act as the principal
executive officer of the Authority.
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2.4.4 BONDS OF OFFICERS
The Board, in its discretion, may require bonds from or insurance
policies to cover any officer, agent, or employee (including those
responsible for custody of any Authority funds or property).
2.5 INDEMNIFICATION OF OFFICERS AND DIRECTORS
Each Director and officer of the Authority, whether or not then in office, and
his/her personal representatives, shall be indemnified by the Authority
against all costs and expenses actually and necessarily incurred by him/her
in connection with the defense of any action, suit, or proceeding in which
he/she may be involved or to which he/she may be made a party by reason
of his/her being or having been such Director or officer, except in relation
to matters as to which he/she shall be finally adjudged in such action, suit,
or proceeding to be liable for gross negligence or willful 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
indemnification shall not be exclusive of other rights to which he/she may
be entitled as a matter of law or by agreement.
2.6 TERM OF CONTRACT
This Contract shall continue in force and effect until December 31, 2075,
and until thereafter terminated by any Municipality following not less than
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.
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2.7 ASSETS AND PROPERTIES
All assets and properties of the Authority shall be held in trust for the
purposes herein mentioned, including the payment of the liabilities of the
Authority.
2.8 DISTRIBUTION OF ASSETS UPON TERMINATION
In the event of the termination of this Contract and the dissolution of the
Authority, all of its assets shall immediately vest in the Municipalities. The
assets of the Authority conveyed to each Municipality shall be that
proportion which (i) the total dollar amount of electric power and energy
purchased and paid for by such Municipality, from the Authority and its
predecessor during their corporate existence, bears to (ii) the total dollar
amount of all electric power and energy purchased and paid for by all of
the Municipalities, from the Authority and its predecessor during their
corporate existence.
2.9 SEAL
The corporate seal of the Authority shall be in the form of a circle and have
inscribed thereon the name of the Authority and the words “Corporate
Seal,” together with such insignia, if any, as the Board may authorize.
2.10 CONTRACTS
Except as otherwise provided by law, the Board may authorize any officer
or officers, agent or agents, to enter into any contract, or execute and
deliver any instrument in the name and on behalf of the Authority.
2.11 CHECKS, DRAFTS, AND OTHER FINANCIAL DOCUMENTS
All checks, drafts, or other orders for payment of money and all notes,
bonds, or other evidences of indebtedness issued in the name of the
Authority shall be signed by such officer or officers, agent or agents,
employee or employees of the Authority and in such manner as shall be
determined by the fiscal resolution.
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2.12 DEPOSITS
All funds of the Authority shall be deposited in a manner set forth by the
fiscal resolution.
2.13 FISCAL YEAR
Unless the Board specifies otherwise by resolution, the Authority’s fiscal
year shall be the calendar year.
2.14 PRINCIPAL PLACE OF BUSINESS
Unless the Board specifies otherwise by resolution, the Authority’s
principal place of business shall be in Fort Collins, Colorado.
3.0 GENERAL POWERS
The general powers of the Authority shall include the following powers:
(i) ELECTRIC ENERGY
To develop electric energy resources and related services, and produce,
purchase, and transmit electric energy, in whole or in part, for the benefit of
the inhabitants of the Municipalities.
(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
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plants, transmission systems and related facilities for the purpose of
delivering electrical power and energy generated thereby to the
Municipalities, and any mine, well, pipeline, plant, structure, or other facility
for the development, production, manufacture, storage, fabrication, or
processing of fossil or nuclear fuel of any kind for use, in whole or in major
part, in any of such generating plants, and any railroad cars, trackage, pipes,
equipment, and any structures or facilities of any kind used or useful in the
transporting of fuel to any of such generating plants, and to sell, deliver,
exchange, or otherwise dispose of the power and energy generated by said
plants, and any of the waste or by-products therefrom, and to purchase,
lease, or otherwise acquire and equip, maintain, operate, sell, assign,
convey, lease, mortgage, pledge, and otherwise dispose of electrical
generating plants, transmission systems and related facilities, together with
all lands, buildings, equipment, and all other real or personal property,
tangible or intangible, necessary or incidental thereto.
(v) PROPERTY
To acquire, hold, lease (as lessor or lessee), sell, or otherwise dispose of any
real or personal property, commodity, and service including, without
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
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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
To fix, maintain, revise, or otherwise authorize fees, rates, charges, and other
means to recover costs 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.
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(xiv) OTHER POWERS
To exercise any other powers, consistent with law, that enable the Authority
to further the purposes, functions, services, and facilities set forth in Sections
2.0, 2.1, and 2.2 of this Contract.
4.0 POLITICAL SUBDIVISION
The Authority shall be a political subdivision and a public corporation of the State
of Colorado separate from the Municipalities. It shall have the duties, privileges,
immunities, rights, liabilities, and disabilities of a public body politic and corporate.
5.0 REVENUE BONDS
The Authority is authorized to issue bonds, notes, or other obligations secured by
its electric revenues pursuant to the terms, conditions, and authorization contained
in C.R.S. § 29-1-204(7).
6.0 DEBT NOT THAT OF MUNICIPALITIES
The bonds, notes, and other obligations of the Authority shall not be the debts,
liabilities, or obligations of the Municipalities.
7.0 FILING OF CONTRACT
A copy of this Contract shall be filed with the Division of Local Government of the
State of Colorado within 10 days after its execution by the Municipalities.
8.0 NOTICES
Any formal notice, demand, or request provided for in this Contract shall be in
writing and shall be deemed properly served, given, or made if delivered in person
or sent by registered or certified mail, postage prepaid, to the persons specified
below:
Town of Estes Park, Colorado
c/o Town Administrator
P.O. Box 1200
Estes Park, Colorado 80517
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City of Fort Collins, Colorado
c/o Utilities Executive Director
P.O. Box 580
Fort Collins, Colorado 80522
City of Longmont, Colorado
c/o Director of Longmont Power & Communications
1100 South Sherman
Longmont, Colorado 80501
City of Loveland, Colorado
c/o Water and Power Director
200 North Wilson
Loveland, Colorado 80537
Any Municipality may change its contact information for formal notices by
delivering written notice to the other Municipalities at least 30 days before the
change is to take effect.
9.0 SEVERABILITY
In the event that any of the terms, covenants, or conditions of this Contract or their
application shall be held invalid as to any person, corporation, or circumstance by
any court having jurisdiction, the remainder of this Contract and the application
and effect of its terms, covenants, or conditions to such persons, corporation, or
circumstances shall not be affected thereby.
10.0 DUPLICATE ORIGINALS
This Contract may be executed in several counterparts, each of which will be an
original but all of which together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the Municipalities have caused this Contract, as amended, to
be executed as of the day of , 2025.
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
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APPROVED AS TO FORM AND SUBSTANCE:
Director of Longmont Power & Communications
APPROVED AS TO FORM:
Assistant City Attorney
PROOFREAD:
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O RGANIC C ONTRACT
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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
2.3.1 NUMBER ....................................................................................................66
2.3.2 SELECTION ...............................................................................................66
2.3.3 TERM .......................................................................................................... 6
2.3.4 REMOVAL ..................................................................................................77
2.3.5 VACANCIES ................................................................................................ 7
2.3.6 COMPENSATION.......................................................................................88
2.3.7 ANNUAL MEETINGS .................................................................................88
2.3.8 REGULAR MEETINGS ...............................................................................88
2.3.9 SPECIAL MEETINGS .................................................................................88
2.3.10 NOTICE OF MEETINGS .............................................................................99
2.3.11 WAIVER OF NOTICE .................................................................................99
2.3.12 QUORUM ............................................................................................... 1010
2.3.13 ATTENDANCE BY TELECONFERENCE ............................................... 1010
2.3.14 VOTE IN CASE OF DEADLOCK ............................................................ 1010
2.3.15 DUTIES .................................................................................................. 1111
2.4 OFFICERS ............................................................................................................ 1212
2.4.1 ELECTION OF OFFICERS AND TERMS OF OFFICE ........................... 1213
2.4.2 REMOVAL .............................................................................................. 1313
2.4.3 DUTIES OF OFFICERS.......................................................................... 1313
2.5 INDEMNIFICATION OF OFFICERS AND DIRECTORS ........................................ 1515
2.6 TERM OF CONTRACT .......................................................................................... 1616
2.7 ASSETS AND PROPERTIES ................................................................................ 1616
2.8 DISTRIBUTION OF ASSETS UPON TERMINATION ............................................ 1616
2.9 SEAL ..................................................................................................................... 1717
2.10 CONTRACTS ........................................................................................................ 1717
2.11 CHECKS, DRAFTS, AND OTHER FINANCIAL DOCUMENTS ............................. 1717
2.12 DEPOSITS ............................................................................................................ 1717
2.13 FISCAL YEAR ....................................................................................................... 1717
2.14 PRINCIPAL PLACE OF BUSINESS ...................................................................... 1817
3.0 GENERAL POWERS ................................................................................................ 1818
4.0 POLITICAL SUBDIVISION ........................................................................................ 2120
5.0 REVENUE BONDS ................................................................................................... 2121
6.0 DEBT NOT THAT OF MUNICIPALITIES ................................................................... 2121
7.0 FILING OF CONTRACT ............................................................................................ 2121
8.0 NOTICES .................................................................................................................. 2121
9.0 SEVERABILITY ......................................................................................................... 2222
10.0 DUPLICATE ORIGINALS .......................................................................................... 2222
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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 30th day of May, 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, as increased complexity and risk in the electric utility industry, energy-
producing technology, and relevant laws and regulations continue to evolve 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 to provide long-
term value which are incidental to or supportive of to the Municipalities’ while maintaining equity
and enhancing the flexibility and agility with which the Authority and the Municipalities can adapt
over timecontinued 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:
1.0 EFFECTIVE DATE
This Contract, as hereby amended and restated, shall become effective when it
has been duly executed by all of the Municipalities.
2.0 ESTABLISHMENT OF PLATTE RIVER POWER AUTHORITY
As of June 17, 1975, the Municipalities 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
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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
authorized to any combination of two or more of the Municipalities, provided that
such function, service, or facilities constitutes an “enterprise” as defined in
subsection 2(d) of Article X, Section 20 of the Colorado Constitution.
2.1 PURPOSES
The purposes of the Authority are to conduct its business and affairs for
the benefit of the Municipalities and their inhabitants:
(i) to provide the electric power and energy requirements of the
Municipalities and the retail customers within the Municipalities in a
reliable, cost-effective, and environmentally responsible manner;
(ii) to engage in business activities related to the provision of electric
power, and energy, and related services, (including owning and
operating assets connected to 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’ distribution systems or that support
distribution operations), while adapting over time as necessary to
carry out Board-adopted policies and maintain equity among 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
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receipt by each Municipality which is designating the function, service, or
facility to also be performed by the Authority of (a) a resolution adopted by
unanimous vote of the Board of Directors of the Authority designating the
function, service, or facility as a purpose to also be jointly exercised by the
designating Municipalities through the Authority and (b) opinions of counsel
to each Municipality which is designating the function, service, or facility to
also be performed by the Authority setting forth the extent to which the
designated function, service, or facility is lawfully authorized by such
designating Municipality; and (c) an opinion of the Authority’s bond counsel
to the effect that the designated function, service, or facility constitutes an
“enterprise” as defined in subsection 2(d) of Article X, Section 20 of the
Colorado Constitution.
2.2 FUNCTIONS, SERVICES, OR FACILITIES
The functions, services, or facilities to be provided by the Authority are: The
supplying of the electric power and energy requirements of the
Municipalities and retail customers within the Municipalities; and, the
provision of any additional function, service, or facility, by means of
(i) acquiring, constructing, owning, reconstructing, improving,
rehabilitating, repairing, operating and maintaining electric generating
plants, transmission systems and related facilities, or interests
therein, for the purpose of producing, transmitting and delivering to
the Municipalities, electric power and energy to the extent of their
requirements, including renewable energy requirements;
(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;
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(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;
(v) developing and operating a portfolio of electric power and energy
resources (including renewable purchased resources) and
associated infrastructure and capabilities that provide long-term value
to producing and transmitting electric energy in whole or in part for
the benefit of the inhabitants of the Municipalities and support
reliability, financial sustainability and environmental responsibility ;
(vi)(v) 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)(vi) 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)(vii) 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)(viii) on termination of this Contract to vest in the Municipalities all right,
title and interest of the Authority in or to all of its property and assets.
2.3 BOARD OF DIRECTORS
The governing body of the Authority shall be a Board of Directors
(“Board”) in which all legislative power of the Authority is vested.
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2.3.1 NUMBER
The number of Directors shall be eight (8).
2.3.2 SELECTION
Each Municipality shall be represented by The Board shall consist
of two (2) members on the Board of Directors of the Authority from
each Municipality, 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 body 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. Each
Appointed Directors, (a) must be a full-time employee of the
appointing Municipality or an elected member of its governing
body, and (b) 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 body designated by the Mayor,
shall serve as a Director of the Authority for the same period
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of time that the Mayor serves as Mayor of that Municipality.
(ii) APPOINTED DIRECTORS
The term of the each Appointed Director shall be as specified
by the appointing Municipality.for Estes Park shall expire on
December 31, 2011, tThe Municipalities shall coordinate term
of the Appointed Directors’ terms as feasible to stagger the
years in which 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
Directors’ terms for Loveland shall expire on December 31,
2009. Each successor shall be appointed for a term of four
years from the date of the expiration of the term for which the
predecessor was appointed and foster continuity of Board
membership over time.
2.3.4 REMOVAL
Any Director appointed by the governing board body of a
Municipality may be removed at any time by such governing board
body, 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 body 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
If A vacancy occurring in the directorship of an Appointed Director,
leaves office before the end of his or her term for any
reason,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 that appointed the Director whose office has
become vacant. In the case of a vacancy in the directorship of a
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Mayor or his designee from any Municipality, the vacancy shall be
filled by the vacancy as provided in Section 2.3.2(ii). If a new Mayor
or the (Mayor’s designee)ation leaves office before the end of his
or her term for any reason, the vacancy shall be filled by the new
Mayor or the Mayor’s designation of some other member of the
governing board body of that Municipality.
2.3.6 COMPENSATION
Directors shall not receive compensation for their services, but
Directors may be reimbursed their actual expenses for attendance
at meetings of the Board of Directors and for expenses otherwise
incurred on behalf of the Authority.
2.3.7 ANNUAL MEETINGS
The Board shall hold Aan annual meeting of the Board of Directors
shall be held within the first 120 days in of each year, at the
Authority’s principal place of business, as designated by the Board
(unless the Board specifies another location by resolution). such
place in Fort Collins, Colorado, as shall be designated in the notice
of the meeting, At each annual meeting, the Board to shall 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
Any Director may call a Sspecial meetings of the Board of Directors
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may be called by the Chair or any Director and may fix the 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 Sstate of Colorado) for the special meeting. The Secretary shall
deliver to all as shall be fixed by the Chair or the Directors notice of
the special calling the meeting as provided in Section 2.3.10.
2.3.10 NOTICE OF MEETINGS
The Secretary shall deliver to each Director Wwritten notice of any
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 the meeting,. The
Secretary may deliver any meeting notice either personally, or by
electronic mail, by with confirming reply requested, or at the
direction of the Secretary, or, upon his/her default, by mail. If sent
bythe person calling the meeting. If mailed, such electronic mail,
notice shall be deemed to be delivered when confirmed by reply
from the intended recipient. If mailed, notice shall be deemed
delivered when deposited in the United States mail, addressed to
the Director at his/her the Director’s address as it appears on the
records of the Authority, with postage prepaid. The Municipalities
may exchange routine communications concerning this Contract by
electronic means or any other method acceptable to the
Municipalities sending and receiving the communications.
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 Board meeting of the Board
of Directors shall constitute a waiver by such Director of notice of
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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 VOTING REQUIREMENTS 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:
(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
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from the Authority and paid for by the Municipalities during
said twelve-month period.
(i) The act of a majority of the “Weighted Vote” shall be the act
of the Board of Directors.Provided a quorum is present, the
act of a majority of the Directors present shall be the act of the
Board, subject to the Weighted Vote provisions in
subsection (ii) below and except as otherwise required by law.
(ii) If a Board vote results in a deadlock, any Director may call for
a “Weighted Vote.” The weight of each Director’s vote in a
Weighted Vote shall be based on the ratio between:
(a) the dollar amount the Municipality for which the
Director serves paid to the Authority for electric power
and energy during the 12-month period ending with a
billing date two months before the month in which the
Weighted Vote takes place, and
(b) the dollar amount all Municipalities paid to the
Authority for electric power and energy during the
same 12-month period.
The act of the majority of the Weighted Vote shall be the act
of the Board.
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 establish policies that guide the priorities and activities of
the Authority and the General Manager's duties as stated in
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Section 2.4.3(v).
(ii)(iv) To periodically review Board-established policies and
update, replace, or repeal them as needed.
(iii)(v) To comply with the provisions of parts 1, 5, and 6 of Article
1 of Title 29, C.R.S.
(iv)(vi) 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)(vii) To keep minutes of its proceedings.
2.4 OFFICERS
The minimum officers of the Authority shall be a Chair, Vice Chair,
Secretary, Treasurer, and General Manager. and such other officers and
assistant officers as may be authorized by tThe Board of Directors may
authorize other officers and assistant officers to perform such duties as
may be assigned by the Board of Directors may assign. The General
Manager may appoint officers in addition to those authorized by the Board
and establish their duties as he or she deems beneficial to carry out the
General Manager’s duties as specified in Section 2.4.3(v). 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 Board meeting of the Board of Directors, the
members of the Board of Directors shall elect Board officers (Chair
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and Vice Chair), who shall serve as such officers of the Authority
until the end of the next annual Board 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.
The Board shall appoint any other Board-designated officers as
necessary to fill vacancies as they arise, and prescribe the terms of
those officers as part of the appointing resolution.
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 Authority,
and shall perform any 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
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be prescribed by the Board of Directors.
(iii) SECRETARY
The Secretary shall:
(a) maintain the official records of the Authority, including
all resolutions and regulations approved by the Board
of Directors, the and minutes of Board meetings, of the
Board of Directors, and
(b) keep a register of the names and addresses of
Directors and officers, and shall
(c) issue notice of meetings,
(d) attest and affix the corporate seal to all official
documents of the Authority, as needed, and shall
(e) perform such any 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.
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(v) GENERAL MANAGER
The General Manager shall be the principal executive officer
of the Authority with full responsibility for the planning,
operations, and administrative affairs of the Authority, and the
coordination thereof, pursuant to policies and programs
approved by the Board of Directors, 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 Board, in its discretion, may require bonds from or insurance
policies to cover any officer, agent, or employee (including those
responsible for custody of any Authority funds or property)The
Treasurer and any other officer or agent of the Authority charged
with responsibility for the custody of any of its funds or property shall
give bond in such sum and with such surety as the Board of
Directors shall determine. The Board of Directors in its discretion
may also require any other officer, agent, or employee of the
Authority to give bond in such amount and with such surety as it
shall determine. The cost of such bond shall be an expense payable
by the Authority.
2.5 INDEMNIFICATION OF OFFICERS AND DIRECTORS
Each Director and officer of the Authority, whether or not then in office, and
his/her personal representatives, shall be indemnified by the Authority
against all costs and expenses actually and necessarily incurred by him/her
in connection with the defense of any action, suit, or proceeding in which
he/she may be involved or to which he/she may be made a party by reason
of his/her being or having been such Director or officer, except in relation
to matters as to which he/she shall be finally adjudged in such action, suit,
or proceeding to be liable for gross negligence or willful and wanton
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misconduct in the performance of duty. Such costs and expenses shall
include amounts reasonably paid in settlement for the purpose of curtailing
the costs of litigation, but only if the Authority is advised in writing by its
counsel that in his/her opinion the person indemnified did not commit gross
negligence or willful and wanton misconduct. The foregoing right of
indemnification shall not be exclusive of other rights to which he/she may
be entitled as a matter of law or by agreement.
2.6 TERM OF CONTRACT
This Contract shall continue in force and effect until December 31, 206075,
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.
2.7 ASSETS AND PROPERTIES
All assets and properties of the Authority shall be held in trust for the
purposes herein mentioned, including the payment of the liabilities of the
Authority.
2.8 DISTRIBUTION OF ASSETS UPON TERMINATION
In the event of the termination of this Contract and the dissolution of the
Authority, all of its assets shall immediately vest in the Municipalities. The
assets of the Authority conveyed to each Municipality shall be that
proportion which (i) the total dollar amount of electric power and energy
purchased and paid for by such Municipality, from the Authority and its
predecessor during their corporate existence, bears to (ii) the total dollar
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amount of all electric power and energy purchased and paid for by all of
the Municipalities, from the Authority and its predecessor during their
corporate existence.
2.9 SEAL
The corporate seal of the Authority shall be in the form of a circle and have
inscribed thereon the name of the Authority and the words “Corporate
Seal,” together with such insignia, if any, as the Board of Directors may
authorize.
2.10 CONTRACTS
Except as otherwise provided by law, the Board of Directors may authorize
any officer or officers, agent or agents, to enter into any contract, or execute
and deliver any instrument in the name and on behalf of the Authority.
2.11 CHECKS, DRAFTS, AND OTHER FINANCIAL DOCUMENTS
All checks, drafts, or other orders for payment of money and all notes,
bonds, or other evidences of indebtedness issued in the name of the
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.
2.12 DEPOSITS
All funds of the Authority shall be deposited in a manner set forth by the
fiscal resolution.
2.13 FISCAL YEAR
Unless the Board specifies otherwise by resolution, the Authority’s The
fiscal year of the Authority shall be the calendar year.
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2.14 PRINCIPAL PLACE OF BUSINESS
Unless the Board specifies otherwise by resolution, the Authority’s The
principal place of business of the Authority shall be in Fort Collins,
Colorado.
3.0 GENERAL POWERS
The general powers of the Authority shall include the following powers:
(i) ELECTRIC ENERGY
To develop electric energy resources and related services, and produce,
purchase, and transmit electric energy, in whole or in part, for the benefit of
the inhabitants of the Municipalities.
(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,
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equipment, and any structures or facilities of any kind used or useful in the
transporting of fuel to any of such generating plants, and to sell, deliver,
exchange, or otherwise dispose of the power and energy generated by said
plants, and any of the waste or by-products therefrom, and to purchase,
lease, or otherwise acquire and equip, maintain, operate, sell, assign,
convey, lease, mortgage, pledge, and otherwise dispose of electrical
generating plants, transmission systems and related facilities, together with
all lands, buildings, equipment, and all other real or personal property,
tangible or intangible, necessary or incidental thereto.
(v) PROPERTY
To acquire, hold, lease (as lessor or lessee), sell, or otherwise dispose of any
real or personal property, commodity, and service including, without
limitation, to buy, lease, construct, appropriate, contract for, invest in, and
otherwise acquire, and to own, hold, maintain, equip, operate, manage,
improve, develop, mortgage, and deal in and with, and to sell, lease,
exchange, transfer, convey and otherwise dispose of and to mortgage,
pledge, hypothecate and otherwise encumber real and personal property of
every kind, tangible and intangible.
(vi) CONDEMNATION
To condemn property for public use, if such property is not owned by any
public utility and devoted to such public use pursuant to state authority.
(vii) DEBT
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,
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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
To fix, maintain, and revise, or otherwise authorize fees, rates, and charges,
and other means to recover costs 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, consistent with law, that enable the Authority
to further which are essential, necessary, incidental, convenient, or
conducive to providing the wholesale electric power and energy
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requirements of the Municipalities, as well as to accomplishing the purposes,
functions, services, and facilities set forth in Sections 2.0, 2.1, and 2.2 of this
Organic Contract.
4.0 POLITICAL SUBDIVISION
The Authority shall be a political subdivision and a public corporation of the State
of Colorado separate from the Municipalities. It shall have the duties, privileges,
immunities, rights, liabilities, and disabilities of a public body politic and corporate.
5.0 REVENUE BONDS
The Authority is authorized to issue bonds, notes, or other obligations secured by
its electric revenues pursuant to the terms, conditions, and authorization contained
in C.R.S. § 29-1-204(7).
6.0 DEBT NOT THAT OF MUNICIPALITIES
The bonds, notes, and other obligations of the Authority shall not be the debts,
liabilities, or obligations of the Municipalities.
7.0 FILING OF CONTRACT
A copy of this Contract shall be filed with the Division of Local Government of the
State of Colorado within ten (10) days after its execution by the Municipalities.
8.0 NOTICES
Any formal notice, demand, or request provided for in this Contract shall be in
writing and shall be deemed properly served, given, or made if delivered in person
or sent by registered or certified mail, postage prepaid, to the persons specified
below:
Town of Estes Park, Colorado
c/o Town Administrator
P.O. Box 1200
Estes Park, Colorado 80517
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City of Fort Collins, Colorado
c/o Utilities Executive Director
P.O. Box 580
Fort Collins, Colorado 80522
City of Longmont, Colorado
c/o Director of Longmont Power & Communications
1100 South Sherman
Longmont, Colorado 80501
City of Loveland, Colorado
c/o Water and Power Director
200 North Wilson
Loveland, Colorado 80537
Any Municipality may change its contact information for formal notices by
delivering written notice to the other Municipalities at least 30 days before the
change is to take effect.
9.0 SEVERABILITY
In the event that any of the terms, covenants, or conditions of this Contract or their
application shall be held invalid as to any person, corporation, or circumstance by
any court having jurisdiction, the remainder of this Contract and the application
and effect of its terms, covenants, or conditions to such persons, corporation, or
circumstances shall not be affected thereby.
10.0 DUPLICATE ORIGINALS
This Contract may be executed in several counterparts, each of which will be an
original but all of which together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the Municipalities have caused this Contract, as amended, to
be executed as of the day of , 2025.
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
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APPROVED AS TO FORM AND SUBSTANCE:
Director of Longmont Power & Communications
APPROVED AS TO FORM:
Assistant City Attorney
PROOFREAD:
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AMENDED CONTRACT FOR THE SUPPLY OF ELECTRIC POWER AND ENERGY
This contract, made this of _________ 2025, 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; and
WHEREAS, the Municipalities and Platte River share common decarbonization goals they
can most efficiently and equitably achieve through ongoing, forward-looking collaboration as the
electric utility industry, energy-producing technologies, and relevant laws and regulations
continue to evolve; and
WHEREAS, acting through the Platte River, the Municipalities wish to ensure an ongoing
source of electric power and energy that is reliable, cost-effective, and environmentally
responsible.
NOW, THEREFORE, in consideration of the mutual undertakings herein contained, the
Parties hereto agree as follows:
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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 may purchase energy
from retail customers with on-premises energy production facilities or energy storage and
from retail customers participating in Fort Collins-sponsored grid support programs (such
as a virtual power plant), consistent with applicable law, Fort Collins’s policies governing
customer-owned resources, and provisions in Platte River’s General Power Bond
Resolution requiring protection of the rights and security of Platte River’s bondholders.
Any retail customer-owned energy production or storage facilities not on the customer’s
premises that exceed the customer’s annual average electricity consumption require
Platte River’s separate written consent.
(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
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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 enable Platte River to operate effectively through bilateral trading,
organized energy markets, and use of third-party transmission facilities to
protect the reliability and value of Platte River assets;
(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 30 days after the date of the
notice. All rate adjustments shall apply equally to all Municipalities to which Platte River
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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) To satisfy the Municipalities’ electric power and energy requirements Platte River may
purchase and sell capacity, energy, and related services through bilateral sales, organized
energy markets, or other means to balance the Municipalities’ projected near-, mid-, and
long-term needs with Platte River’s available resources.
(c) Platte River shall plan, design, construct, and operate electric power facilities as
necessary to fulfill its obligations under this Agreement, consistent with policies
established by its Board of Directors. The Parties shall meet periodically, in conjunction
with the other Municipalities, to coordinate policies, plans, and programs to support their
shared goals and accommodate changing industry conditions, technologies, and business
models.
Article 4: Covenants of Fort Collins
(a) Fort Collins agrees to maintain rates for electric power and energy furnished to its electric
utility customers which will, after payment of all of Fort Collins’ costs of operation and
maintenance (including, without limitation, replacements, insurance, administrative and
general overhead expense), return to Fort Collins sufficient revenue to meet its obligations
to Platte River hereunder.
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(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,
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.
(f) Fort Collins shall give Platte River as much advance written notice as possible, but no less
than two years’ prior written notice of the need to increase the capacity of an existing
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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 as much advance written
notice as possible, but no less than four years’ prior 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 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. Platte River and Fort Collins shall collaborate throughout the planning
and construction process as needed to manage any unanticipated delays or other
problems caused by uncontrollable forces. 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 30 days prior to the date of such annual consultation, Fort Collins shall provide
Platte River with two copies of its latest estimate of requirements for delivery of power and
energy covering a future period of 10 years. Platte River shall review Fort Collins’s annual
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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 10 years. Decisions regarding
the construction of any transmission and delivery facilities by Platte River primarily to
supply Fort Collins, will take into account Fort Collins’ long-range distribution requirements
and costs and the long-range costs and benefits of alternative service plans. Platte River’s
annual system plan shall include appropriate load flow and stability studies and a copy
thereof shall be furnished to Fort Collins if requested.
Article 7: Measurement of Power and Energy
(a) Metering equipment shall be furnished, installed, and maintained by Platte River at each
point of delivery to Fort Collins at the 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 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 1½ % per month
of the unpaid balance shall be added, and if such bill is delinquent for a period of 15 days
or longer, Platte River may discontinue delivery of electric power and energy not less
than15 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 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
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accurately, Fort Collins shall reimburse Platte River for the cost of such test. Meters
registering within 2% above or below normal shall be deemed to be accurate.
(b) The readings of any meter which are disclosed by test to be inaccurate shall be corrected
from the beginning of the monthly billing period immediately preceding the billing period
during which the test was made; provided, that no correction shall be made for a longer
period than such inaccuracy is determined by Platte River to have existed. If a meter fails
to register, the electric power and energy delivered during such period of failure shall, for
billing purposes, be estimated by Platte River from the best information available.
(c) Platte River shall notify Fort Collins in advance of any meter reading or test so that Fort
Collins’ representative may be present at such meter reading or test.
Article 10: Right of Occupancy and Access
Both Parties shall have a revocable license to occupy the property of the other Party necessary
to deliver and receive power and energy under this Agreement as described in Attachment B.
Duly authorized representatives of either Party shall be permitted to enter the premises of the
other Party at all reasonable times in order to carry out the provisions of this Agreement and those
described in Attachment B.
Article 11: Uncontrollable Forces
Neither Party to this Agreement shall be considered to be in default in performance of any of its
obligations, except the agreement to make payment, when a failure of performance shall be due
to an uncontrollable force. The term “uncontrollable force” means any cause beyond the control
of the Party affected, including but not restricted to, failure of or threat of failure of facilities, flood,
earthquake, storm, fire, lightning, epidemic, war, riot, civil disturbance or disobedience, labor
dispute, labor or material shortage, sabotage, restraint by court order or public authority and
action or inaction by, or failure to obtain the necessary authorization or approvals from, any
governmental agency or authority, which by the exercise of due diligence such Party could not
reasonably have been expected to avoid and which by exercise of due diligence it shall be unable
to overcome. Nothing contained herein shall require a Party to settle any strike or labor dispute in
which it may be involved. Either Party rendered unable to fulfill any of its obligations under this
Agreement by reason of an uncontrollable force shall give prompt written notice of such fact, if
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reasonable to do so, to the other Party and shall exercise due diligence to remove such inability
with all reasonable dispatch.
Article 12: Enforceability
The Parties hereto recognize that there are legal constraints imposed upon them by the
constitution, statutes, and rules and regulations of the State of Colorado and of the United States,
and imposed upon them by their respective governing statutes, charters, ordinances, rules and
regulations, and that, subject to such constraints, the Parties intend to carry out the terms and
conditions of this Agreement. Notwithstanding any other provision of this Agreement to the
contrary, in no event shall either of the Parties exercise any power or take any action which shall
be prohibited by applicable law. Whenever possible, each provision of this Agreement shall be
interpreted in such a manner so as to be effective and valid under applicable law.
Article 13: Term of Agreement
This Agreement shall become effective when signed 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 May 30, 2019. This Agreement shall remain in effect until December 31,
2075, and thereafter until terminated by either Party giving the other at least 12 months’ prior
written notice of termination.
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
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The Parties may exchange routine communications concerning this Agreement by electronic
means or any other method acceptable to both Parties. Either Party may change its contact
information for formal notices by delivering written notice to the other Party at least 30 days before
the change is to take effect.
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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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
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AMENDED CONTRACT FOR THE SUPPLY OF ELECTRIC POWER AND ENERGY
This contract, made this of _________ 2025, 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
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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.
WHEREAS, the Municipalities and Platte River share common decarbonization goals they
can most efficiently and equitably achieve through ongoing, forward-looking collaboration as the
electric utility industry, energy-producing technologies, and relevant laws and regulations
continue to evolve; and
WHEREAS, acting through the Platte River, the Municipalities wish to ensure an ongoing
source of electric power and energy that is reliable, cost-effective, and environmentally
responsible.
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
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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 may purchase
energy from retail customers with on-premises energy production facilities or energy
storage and from retail customers participating in Fort Collins-sponsored grid support
programs (such as a virtual power plant), consistent with applicable law, Fort Collins’s
policies governing customer-owned resources, and provisions in Platte River’s General
Power Bond Resolution requiring protection of the rights and security of Platte River’s
bondholdersnot be in violation of the all requirements purchase obligation herein when it
purchases power from net metered customers, provided that for customers who have
entered into agreements with entities that own and operate solar generation located on
the customer’s property size the solar generation to supply no more than one hundred and
twenty percent (120%) of the annual average consumption of electricity by the customer
at that site. Any retail customer-owned energy production or storage facilities not on the
customer’s premises that exceed the customer’s annual average electricity consumption
require Platte River’s separate written consent.
(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
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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 enable Platte River and the cost of to operate effectively through
bilateral trading, organized energy markets, and use of third-party
transmission service facilities to protect the reliability and value of Platte
River assets;
(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
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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 satisfyingTo satisfy the Municipalities’ 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 and sell
capacity, energy, and related services through bilateral sales, organized energy markets,
or other means to balance the most advantageous terms Municipalities’ projected near-,
mid-, and conditions obtainable long-term needs with Platte River’s available resources.
(c) Platte River shall carry out the planning, design, construction, and operating decisions
associated with the performance of operate electric power facilities as necessary to fulfill
its obligations under this Agreement in an environmentally responsible manner. This
includes, but is not limited to, scheduling meetings, consistent with Fort Collins at least
every two years policies established by its Board of Directors. The Parties shall meet
periodically, in conjunction with the other Municipalities, to coordinate policies, plans, and
programs to review newsupport their shared goals and accommodate changing industry
conditions, 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
(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
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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
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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.
(f) Fort Collins shall give Platte River at least as much advance written notice as possible,
but no less than two years’ prior 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 as much advance
written notice as possible, but no less than at least four years’ prior 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. Platte River and Fort Collins shall
collaborate throughout the planning and construction process as needed to manage any
unanticipated delays or other problems caused by uncontrollable forces. 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
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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 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
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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 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,
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earthquake, storm, fire, lightning, epidemic, war, riot, civil disturbance or disobedience, labor
dispute, labor or material shortage, sabotage, restraint by court order or public authority and
action or inaction by, or failure to obtain the necessary authorization or approvals from, any
governmental agency or authority, which by the exercise of due diligence such Party could not
reasonably have been expected to avoid and which by exercise of due diligence it shall be unable
to overcome. Nothing contained herein shall require a Party to settle any strike or labor dispute in
which it may be involved. Either Party rendered unable to fulfill any of its obligations under this
Agreement by reason of an uncontrollable force shall give prompt written notice of such fact, if
reasonable to do so, to the other Party and shall exercise due diligence to remove such inability
with all reasonable dispatch.
Article 12: Enforceability
The Parties hereto recognize that there are legal constraints imposed upon them by the
constitution, statutes, and rules and regulations of the State of Colorado and of the United States,
and imposed upon them by their respective governing statutes, charters, ordinances, rules and
regulations, and that, subject to such constraints, the Parties intend to carry out the terms and
conditions of this Agreement. Notwithstanding any other provision of this Agreement to the
contrary, in no event shall either of the Parties exercise any power or take any action which shall
be prohibited by applicable law. Whenever possible, each provision of this Agreement shall be
interpreted in such a manner so as to be effective and valid under applicable law.
Article 13: Term of Agreement
This Agreement shall become effective when executed signed 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 May 30, 2019. This Agreement shall remain in
effect until December 31, 206075, and thereafter until terminated by either Party following giving
the other at least not less than twelve (12) months’ prior written notice of its intention to
terminatione.
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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
The Parties may exchange routine communications concerning this Agreement by electronic
means or any other method acceptable to both Parties. Either Party may change its contact
information for formal notices by delivering written notice to the other Party at least 30 days before
the change is to take effect.
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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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
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