HomeMy WebLinkAbout053 - 04/16/2019 - AUTHORIZING AN AMENDED AND RESTATED ORGANIC CONTRACT FOR PLATTE RIVER POWER AUTHORITYORDINANCE NO. 053, 2019
OF THE COUNCIL OF THE CITY OF FORT COLLINS
AUTHORIZING AN AMENDED AND RESTATED ORGANIC
CONTRACT FOR PLATTE RIVER POWER AUTHORITY
WHEREAS, the City is one of four member municipalities that entered into an organic
contract establishing Platte River Power Authority("Platte River"); and
WHEREAS, the first such contract was entered into in 1975, and the contract was last
amended by the execution of an Amended and Restated Organic Contract Establishing.Platte River
Power Authority as a Separate Governmental Entity dated September 1, 2010 (the "Existing
Organic Contract"), as approved by City Council on June 1, 2010, by Ordinance No. 061, 2016;
and
WHEREAS,the Existing Organic Contract extended the operation of Platte River on behalf
of the its member owner cities though the date of December 31, 2050; and
WHEREAS, the parties recently negotiated. a proposed; updated agreement entitled
Amended and Restated Organic Contract Establishing Platte River Power Authority as a Separate
Governmental Entity" (the "Updated Organic Contract"), a copy of which is on file with the City
Clerk, dated February 15, 2019, the purpose of which is to replace and supersede the Existing
Organic Contract; and
WHEREAS, the Updated Organic Contract, if approved by the parties, would extend
amendments to the Existing Organic Contract made in 2010, so as to:
affirm Platte Rivers commitment to environmental stewardship and sustainability;
reflect the current manner in which the parties conduct business;
expand the kinds,of services Platte River will provide to the member cities and
obligate Platte River to assist member cities reach their renewable energy targets
and develop products and services to improve the efficiency of generation,
transmission and use of electrical energy;
clarify the role of appointed member city representatives as directors of the Platte
River board; and
extend the termination date of the Existing Organic Contract by ten years to
December 31, 2060; and
WHEREAS on March 14, 2019, the Energy Board reviewed Updated Organic Contract
and recommended the City Council authorize approval of the Contract as amended-, and
WHEREAS, it is the understanding of City Utility Services staff that respective staff of
Loveland, Longmont and Estes Park electric utilities will be recommending approval of the
Updated Organic Contract to their respective governing bodies as well.
1_
NOW,THEREFORE;BE IT ORDAINED BY THE COUNCIL OF THE CITY OF FORT
COLLINS as follows:
Section 1. That the City Council hereby makes and adopts the determinations and
findings contained in the recitals set forth above.
Section 2. That the City Council hereby finds that it is in the best interests of the City
to replace and supersede the Existing Organic Contract with the Updated Organic Contract.
Section I That the Updated Organic Contract is hereby approved, and the Mayor is
hereby authorized and directed to execute the same on behalf of the City in substantraily the form
on file in the office of the City Clerk and as attached hereto as Exhibit"A:"
Section 4. That the City Council hereby directs the Energy Board to annually review
the terms and conditions of the Updated Organic Contract and suggest any revisions to the City
Council by formal board action.
Introduced, considered favorably on first reading, and ordered published this 19th day of
March, A.D. 2019, and to be presented for final passage on the 16th da ril, A.D. 2019.
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EXHIBIT A
Platte R 'iver
Power Authority
Estes Park • Fort Collins • Longmont • Loveland
ORGANIC CONTRACT
TABLE OF CONTENTS
1 . 0 EFFECTIVE DATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2 . 0 ESTABLISHMENT OF PLATTE RIVER POWER AUTHORITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2 . 1 PURPOSES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2 . 2 FUNCTIONS , SERVICES , OR FACILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
2 . 3 BOARD OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
2 . 4 OFFICERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
2 . 5 INDEMNIFICATION OF OFFICERS AND DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
2 . 6 TERM OF CONTRACT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
2 . 7 ASSETS AND PROPERTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
2 . 8 DISTRIBUTION OF ASSETS UPON TERMINATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
2 . 9 SEAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
2 . 10 CONTRACTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
2 . 11 CHECKS , DRAFTS , AND OTHER FINANCIAL DOCUMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
2 . 12 DEPOSITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
2 . 13 FISCAL YEAR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
2 . 14 PRINCIPAL PLACE OF BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
3 . 0 GENERAL POWERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
4 . 0 POLITICAL SUBDIVISION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
5 . 0 REVENUE BONDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
6 . 0 DEBT NOT THAT OF MUNICIPALITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
7 . 0 FILING OF CONTRACT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
8 . 0 NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
9 . 0 SEVERABILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
10 . 0 DUPLICATE ORIGINALS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
i
AMENDED AND RESTATED ORGANIC CONTRACT ESTABLISHING PLATTE RIVER
POWER AUTHORITY AS A SEPARATE GOVERNMENTAL ENTITY
THIS CONTRACT , originally made and entered into as of June 17 , 1975 , and amended
February 14 , 1977 , and July 27 , 1978 , and amended and restated the 31 st day of March 1980 ,
and the 1st day of July , 1998 , and the 1st day of September , 2010 , and as further amended on the
day of 2019 ) by the parties to this Contract which are : TOWN OF ESTES
PARK , COLORADO , a municipal corporation of the State of Colorado ( " Estes Park" ) , CITY OF
FORT COLLINS , COLORADO , a municipal corporation of the State of Colorado ( " Fort Collins " ) ,
CITY OF LONGMONT ,COLORADO ,a municipal corporation of the State of Colorado
Longmont" ) , and CITY OF LOVELAND , COLORADO , a municipal corporation of the State of
Colorado ( " Loveland " ) . When specificity is not required , the municipal corporations which are
parties hereto will hereinafter be individually referred to as " Municipality" and collectively as
Municipalities . "
WITNESSETH :
WHEREAS , Estes Park owns and operates a municipal electric system which supplies
electric power and energy at retail to users located within the town limits of Estes Park and the
adjacent service area of the Estes Park electric system ; and
WHEREAS , Fort Collins owns and operates a municipal electric system which supplies
electric power and energy at retail to users located within the city limits of Fort Collins and the
adjacent service area of the Fort Collins electric system ; and
WHEREAS , Longmont owns and operates a municipal electric system which supplies
electric power and energy at retail to users located within the city limits of Longmont and the
adjacent service area of the Longmont electric system ; and
WHEREAS , Loveland owns and operates a municipal electric system which supplies
electric power and energy at retail to users located within the city limits of Loveland and the
adjacent service area of the Loveland electric system ; and
WHEREAS , the Municipalities on June 17 , 1975 , established , pursuant to the provisions
of C . R . S . § 29- 1 -204 , as then enacted , Platte River Power Authority (the "Authority" ) , as a
separate governmental entity and successor to a nonprofit corporation , to be the instrumentality
of the Municipalities and as such successor, to continue to supply their wholesale electric power
and energy requirements ; and
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WHEREAS , during 1998 the Municipalities contracted with one another to establish ,
pursuant to the provisions of C . R . S . § 29- 1 -203 , the Authority as a separate legal entity and multi -
purpose intergovernmental authority to provide designated functions , services , or facilities
lawfully authorized to any combination of two or more of the Municipalities provided that such
function , service , or facility constitutes an "enterprise " as defined in subsection 2 (d ) of Article X ,
Section 20 of the Colorado Constitution ; and
WHEREAS , increased complexity and risk in the electric utility industry have created the
need to enhance utility image and customer loyalty , the Municipalities wish to clarify that the
Organic Contract authorizes the Authority to engage in a broad range of services which are
incidental to or supportive of the Municipalities ' continued ability to provide electric power and
energy services to their customers on a competitive basis ; and
WHEREAS , the Municipalities acting through the Authority wish to ensure a source of
electric power and energy that is reliable , cost-effective , and environmentally responsible ; and
WHEREAS , providing energy in an environmentally responsible manner requires that the
Authority incorporate environmental factors as an integral component of planning , design ,
construction and operational decisions ; and
WHEREAS , the Municipalities now wish to further amend the Organic Contract , to extend
its term and to restate the amended provisions thereof in a single updated document .
NOW , THEREFORE , the Municipalities do hereby amend and restate the Organic
Contract , originally executed June 17 , 1975 , and subsequently amended , so that as hereby
amended and restated it provides , and the Municipalities do agree , as follows :
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
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authorized to any combination of two or more of the Municipalities , provided that
such function , service , or facilities constitutes an "enterprise" as defined in
subsection 2 (d ) of Article X, Section 20 of the Colorado Constitution .
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 services , which may include but are not limited
to investment in energy efficiency, renewable energy , demand side
management , and associated communication systems , that the
Board determines are likely to enhance the competitive position of
the Authority or the Municipalities ; and
iii ) to provide any additional designated function , service , or facility
lawfully authorized to any combination of two or more of the
Municipalities , provided that these constitute an "enterprise" as
defined in subsection 2 (d ) of Article X, Section 20 of the Colorado
Constitution .
A particular function , service , or facility shall be treated as designated as a
separate purpose under clause ( iii ) of the previous sentence only upon
receipt by each Municipality which is designating the function , service , or
facility to also be performed by the Authority of (a ) a resolution adopted by
unanimous vote of the Board of Directors of the Authority designating the
function , service , or facility as a purpose to also be jointly exercised by the
designating Municipalities through the Authority and ( b ) opinions of counsel
to each Municipality which is designating the function , service , or facility to
also be performed by the Authority setting forth the extent to which the
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designated function , service , or facility is lawfully authorized by such
designating Municipality ; and (c) an opinion of the Authority' s bond counsel
to the effect that the designated function , service , or facility constitutes an
enterprise" as defined in subsection 2 (d ) of Article X , Section 20 of the
Colorado Constitution .
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 ;
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v) developing electric energy resources ( including renewable sources )
and producing and transmitting electric energy in whole or in part
for the benefit of the inhabitants of the Municipalities ;
vi ) developing cost-effective , reliable , and environmentally responsible
products and services to improve the efficiency of generation ,
transmission and use of electrical energy , which may include but
are not limited to investment in energy efficiency , renewable
energy, demand side management, and associated communication
systems ;
vii ) acquiring , constructing , owning , purchasing , selling , exchanging or
otherwise disposing of, reconstructing , improving , rehabilitating ,
repairing , operating , and maintaining assets , infrastructure , plants ,
systems , and related facilities or interests therein ;
viii ) developing products , services , infrastructure , and resources related
to such function , service , or facility for delivery to appropriate
markets in whole or in part for the benefit of the inhabitants of the
Municipalities ; and
ix) on termination of this Contract to vest in the Municipalities all right ,
title and interest of the Authority in or to all of its property and assets .
2.3 BOARD OF DIRECTORS
The governing body of the Authority shall be a Board of Directors in which
all legislative power of the Authority is vested .
2 . 3 . 1 NUMBER
The number of Directors shall be eight (8 ) .
2 . 3 . 2 SELECTION
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Each Municipality shall be represented by two (2 ) members on the
Board of Directors of the Authority , who shall be designated or
appointed as follows :
i )MAYORS
The Mayor of each of the Municipalities is hereby
designated and shall serve as a member of the Board of
Directors of the Authority contemporaneously with service
as Mayor; provided , however, that any Mayor may
designate some other member of the governing board of
such Municipality to serve as a Director of the Authority in
place of the Mayor.
i i ) APPOINTED DIRECTORS
The governing body of each of the Municipalities shall
appoint one ( 1 ) additional member to the Board of Directors .
Appointed Directors shall be selected for judgment ,
experience , and expertise which make that person
particularly qualified to serve on the Board of Directors of
the Authority .
2 . 3 . 3 TERM
The term of office of the Directors of the Authority shall be as
follows :
i )MAYORS
The Mayor of each Municipality , or the member of the
Municipality' s governing board designated by the Mayor ,
shall serve as a Director of the Authority for the same period
of time that the Mayor serves as Mayor of that Municipality .
i i ) APPOINTED DIRECTORS
The term of the Appointed Director for Estes Park shall
expire on December 31 , 2011 , the term of the Appointed
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Director for Fort Collins shall expire on December 31 , 2008 ,
the term of the Appointed Director for Longmont shall expire
on December 31 , 2010 , and the term of the Appointed
Director for Loveland shall expire on December 31 , 2009 .
Each successor shall be appointed for a term of four years
from the date of the expiration of the term for which the
predecessor was appointed .
2 . 3 . 4 REMOVAL
Any Director appointed by the governing board of a Municipality
may be removed at any time by such governing board , with or
without cause . A Mayor will be automatically removed as a Director
upon vacating the office of Mayor , and a member of the
Municipality' s governing board designated to serve in place of a
Mayor may be removed at any time by the Mayor, with or without
cause .
2 . 3 . 5 VACANCIES
A vacancy occurring in the directorship of an Appointed Director ,
whether such vacancy be the result of resignation , death , removal
or disability , shall be filled by the appointment of a successor
Appointed Director by the governing body of the Municipality which
appointed the Director whose office has become vacant . In the case
of a vacancy in the directorship of a Mayor or his designee from any
Municipality , the vacancy shall be filled by the new Mayor or the
Mayor' s designation of some other member of the governing board
of that Municipality .
2 . 3 . 6 COMPENSATION
Directors shall not receive compensation for their services , but
Directors may be reimbursed their actual expenses for attendance
at meetings of the Board of Directors and for expenses otherwise
incurred on behalf of the Authority .
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2 . 3 . 7 ANNUAL MEETINGS
An annual meeting of the Board of Directors shall be held within the
first 120 days in each year at such place in Fort Collins , Colorado ,
as shall be designated in the notice of the meeting , to elect officers ,
to pass upon reports for the preceding fiscal year, and to transact
such other business as may come before the meeting . Failure to
hold the annual meeting at a designated time , or failure to hold the
annual meeting in any year, shall not cause a forfeiture or
dissolution or otherwise affect the Authority .
2 . 3 . 8 REGULAR MEETINGS
The Board of Directors may provide for the time and place for the
holding of regular meetings by resolution without notice to Directors
other than the resolution adopting the meeting schedule .
2 . 3 . 9 SPECIAL MEETINGS
Special meetings of the Board of Directors may be called by the
Chair or any Director and it shall thereupon be the duty of the
Secretary to cause notice of such meeting to be given as hereinafter
provided . Special meetings of the Board of Directors shall be held
at such time and place within the State of Colorado as shall be fixed
by the Chair or the Director calling the meeting .
2 . 3 . 10 NOTICE OF MEETINGS
Written notice of the annual or of any special meeting of the Board
of Directors shall be delivered to each Director not less than seven
7 ) , nor more than thirty-five (35 ) , days before the date fixed for
such meeting , either personally or by mail , by or at the direction of
the Secretary , or, upon his/her default , by the person calling the
meeting . If mailed , such notice shall be deemed to be delivered
when deposited in the United States mail addressed to the Director
at his/her address as it appears on the records of the Authority , with
postage prepaid .
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2 . 3 . 11 WAIVER OF NOTICE
Whenever any notice is required to be given to any Director of the
Authority under the provisions of the law or this Contract , a waiver
thereof in writing signed by such Director, whether before or after
the time stated therein , shall be equivalent to the giving of such
notice . Attendance of a Director at any meeting of the Board of
Directors shall constitute a waiver by such Director of notice of such
meeting except when such Director attends such meeting for the
express purpose of objecting to the transaction of any business
because the meeting is not lawfully called or convened .
2 . 3 . 12 QUORUM
A majority of the number of Directors then in office shall constitute
a quorum for the transaction of business ; provided that , if less than
a majority of the Directors then in office is present at a meeting , a
majority of the Directors present may adjourn the meeting ; and ,
provided further, that the Secretary shall notify any absent Directors
of the time and place of such adjourned meeting . The act of a
majority of the Directors present at a meeting at which a quorum is
present shall be the act of the Board of Directors .
2 . 3 . 13 ATTENDANCE BY TELECONFERENCE
Directors may attend and fully participate in any meeting through
electronic teleconferencing .
2 . 3 . 14 VOTE IN CASE OF DEADLOCK
In the event the Board of Directors , at a meeting at which a quorum
is present , is deadlocked and unable to obtain a majority vote of the
Directors present concerning a matter being considered for action ,
any Director may require a "Weighted Vote . "A "Weighted Vote"
shall then be taken with each Director' s vote being given one half
the proportion which :
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i )the dollar amount of electric power and energy purchased
from the Authority during the twelve-month period ending
with the close of the billing period for the month two months
prior to the month of the deadlocked meeting and paid for
by the Municipality appointing such Director bears to ;
ii ) the dollar amount of all electric power and energy purchased
from the Authority and paid for by the Municipalities during
said twelve-month period .
The act of a majority of the "Weighted Vote" shall be the act of the
Board of Directors .
2 . 3 . 15 DUTIES
The duties of the Board of Directors shall be :
i )To govern the business and affairs of the Authority .
ii ) To exercise all powers of the Authority .
iii ) To comply with the provisions of parts 1 , 5 , and 6 of Article
1 of Title 29 , C . R . S .
iv) To adopt a fiscal resolution , which complies with statutory
and other restrictions imposed by law on the affairs of the
Authority ,to govern the financial transactions of the
Authority , including the receipt, custody , and disbursement
of its funds , securities , and other assets , and to provide for
the services of a firm of independent certified public
accountants to examine , at least annually, the financial
records and accounts of the Authority and to report
thereupon to the Board of Directors .
v) To keep minutes of its proceedings .
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2 .4 OFFICERS
The officers of the Authority shall be a Chair, Vice Chair, Secretary ,
Treasurer, General Manager and such other officers and assistant officers
as may be authorized by the Board of Directors to perform such duties as
may be assigned by the Board of Directors . The Chair and Vice Chair shall
be members of the Board of Directors , but other officers of the Authority
need not be members of the Board of Directors .
2 . 4 . 1 ELECTION OF OFFICERS AND TERMS OF OFFICE
At each annual meeting of the Board of Directors , the members of
the Board of Directors shall elect officers who shall serve as such
officers of the Authority until the next annual meeting of the Board
of Directors and until their successors are elected and qualified . If
the election of officers shall not be held at such meeting , such
election shall be held as soon thereafter as may be convenient .
Vacancies or new offices may be filled at any meeting of the Board
of Directors .
2 . 4 . 2 REMOVAL
Any officer or agent elected or appointed by the Board of Directors
may be removed by the Board of Directors , with or without cause ,
whenever in its judgment the best interests of the Authority will be
served thereby .
2 . 4 . 3 DUTIES OF OFFICERS
In addition to duties assigned by the Board of Directors , the duties
of the officers shall include the following :
i )CHAIR
The Chair shall preside at all meetings of the Board of
Directors and , except as otherwise delegated by the Board
of Directors , shall execute all legal instruments of the
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Authority , and shall perform such other duties as the Board
of Directors may prescribe .
ii ) VICE CHAIR
The Vice Chair shall , in the absence of the Chair, or in the
event of the Chair' s inability or refusal to act , perform the
duties of the Chair and when so acting shall have all the
powers of and be subject to all the restrictions upon the
Chair. The Vice Chair shall also perform such other duties
as may be prescribed by the Board of Directors .
iii ) SECRETARY
The Secretary shall maintain the official records of the
Authority , including all resolutions and regulations approved
by the Board of Directors , the minutes of meetings of the
Board of Directors , and a register of the names and
addresses of Directors and officers , and shall issue notice
of meetings , attest and affix the corporate seal to all
documents of the Authority , and shall perform such other
duties as the Board of Directors may prescribe .
iv ) TREASURER
The Treasurer shall serve as financial officer of the Authority
and shall , pursuant to the fiscal resolution adopted by the
Board of Directors governing the financial transactions of
the Authority and the restrictions imposed by law ,be
responsible for the receipt , custody , investment , and
disbursement of the Authority' s funds and securities and for
duties incident to the office of Treasurer, and shall perform
other duties as the Board of Directors may prescribe .
v ) GENERAL MANAGER
The General Manager shall be the principal executive officer
of the Authority with full responsibility for the planning ,
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operations , and administrative affairs of the Authority, and
the coordination thereof, pursuant to policies and programs
approved by the Board of Directors , and shall be the agent
for service of process on the Authority. When and while a
vacancy exists in the office of General Manager, the Board
of Directors shall appoint a qualified interim General
Manager to act as the principal executive officer of the
Authority .
2 . 4 .4 BONDS OF OFFICERS
The Treasurer and any other officer or agent of the Authority
charged with responsibility for the custody of any of its funds or
property shall give bond in such sum and with such surety as the
Board of Directors shall determine . The Board of Directors in its
discretion may also require any other officer, agent, or employee of
the Authority to give bond in such amount and with such surety as
it shall determine . The cost of such bond shall be an expense
payable by the Authority .
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
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indemnification shall not be exclusive of other rights to which he/she may
be entitled as a matter of law or by agreement .
2. 6 TERM OF CONTRACT
This Contract shall continue in force and effect until December 31 , 20601
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
amount of all electric power and energy purchased and paid for by all of
the Municipalities , from the Authority and its predecessor during their
corporate existence .
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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
The fiscal year of the Authority shall be the calendar year.
2. 14 PRINCIPAL PLACE OF BUSINESS
The principal place of business of the Authority shall be in Fort Collins ,
Colorado .
3 . 0 GENERAL POWERS
The general powers of the Authority shall include the following powers :
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i )ELECTRIC ENERGY
To develop electric energy resources and related services , and produce ,
purchase , and transmit electric energy , in whole or in part, for the benefit
of the inhabitants of the Municipalities .
ii ) CONTRACTS
To make and enter contracts of every kind with the Municipalities , the
United States , any state or political subdivision thereof, and any individual ,
firm , association , partnership , corporation or any other organization of any
kind .
iii ) AGENTS AND EMPLOYEES
To employ agents and employees .
iv) FACILITIES
To acquire , construct, manage , maintain , and operate electric energy
facilities , works , and improvements and any interests therein , including ,
without limitation , to acquire , construct , reconstruct , improve , and
rehabilitate , repair, operate , and maintain (separately or jointly) generating
plants , transmission systems and related facilities for the purpose of
delivering electrical power and energy generated thereby to the
Municipalities , and any mine , well , pipeline , plant , structure , or other facility
for the development , production , manufacture , storage , fabrication , or
processing of fossil or nuclear fuel of any kind for use , in whole or in major
part, in any of such generating plants , and any railroad cars , trackage ,
pipes , equipment , and any structures or facilities of any kind used or useful
in the transporting of fuel to any of such generating plants , and to sell ,
deliver, exchange , or otherwise dispose of the power and energy generated
by said plants , and any of the waste or by- products therefrom , and to
purchase , lease , or otherwise acquire and equip , maintain , operate , sell ,
assign , convey,lease ,mortgage ,pledge , and otherwise dispose of
electrical generating plants , transmission systems and related facilities ,
together with all lands , buildings , equipment , and all other real or personal
property, tangible or intangible , necessary or incidental thereto .
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v) PROPERTY
To acquire , hold , lease (as lessor or lessee ) , sell , or otherwise dispose of
any real or personal property , commodity, and service including , without
limitation , to buy , lease , construct, appropriate , contract for, invest in , and
otherwise acquire , and to own , hold , maintain , equip , operate , manage ,
improve , develop , mortgage , and deal in and with , and to sell , lease ,
exchange , transfer, convey and otherwise dispose of and to mortgage ,
pledge , hypothecate and otherwise encumber real and personal property
of every kind , tangible and intangible .
vi ) CONDEMNATION
To condemn property for public use , if such property is not owned by any
public utility and devoted to such public use pursuant to state authority .
vii ) DEBT
To incur debts , liabilities , or obligations and to borrow money and , from
time to time , to make , accept , endorse , execute , issue , and deliver bonds ,
debentures , promissory notes , bills of exchange , and other obligations of
the Authority for monies borrowed or in payment for property acquired or
for any of the other purposes of the Authority , and to secure the payment
of any such obligations by mortgage , pledge , deed , indenture , agreement,
or other collateral instrument, or by other lien upon , assignment of, or
agreement in regard to , all or any part of the properties , rights , assets ,
contracts , easements , revenues , and privileges of the Authority wherever
situated .
viii ) LITIGATION
To sue and be sued in its own name .
ix) SEAL
To have and to use a corporate seal .
x) RATES
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To fix , maintain , and revise fees , rates , and charges for functions , services ,
or facilities provided by the Authority .
xi ) REGULATIONS
To adopt, by resolution , regulations respecting the exercise of its power
and the carrying out of its purposes .
xii )AGENTS
To do and perform any acts and things authorized by this section under,
through , or by means of an agent or by contracts with any person , firm ,
corporation or governmental entity.
xiii ) JOINT OWNERSHIP
To own , operate , and maintain real and personal property, and facilities in
common with others , as permitted by law , and to conduct joint , partnership ,
cooperative , or other operations with others and to exercise all of the
powers granted in this Contract in joint partnership or cooperative efforts
and operations with others .
xiv) OTHER POWERS
To exercise any other powers which are essential , necessary , incidental ,
convenient , or conducive to providing the wholesale electric power and
energy requirements of the Municipalities , as well as to accomplishing the
purposes , functions , services , and facilities set forth in Sections 2 . 0 , 2 . 1 ,
and 2 . 2 of this Organic Contract .
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 .
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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
City of Fort Collins , Colorado
c/o Utilities Executive Director
P . O . Box 580
Fort Collins , Colorado 80522
City of Longmont, Colorado
c/o Director of Longmont Power & Communications
1100 South Sherman
Longmont , Colorado 80501
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City of Loveland , Colorado
c/o Water and Power Director
200 North Wilson
Loveland , Colorado 80537
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 12019 .
TOWN OF ESTES PARK , COLORADO ATTEST :
By :By :
Mayor Town Clerk
CITY OF FORT COLLINS , COLORADO ATTEST :
By :By :
Mayor City Clerk
APPROVED AS TO FORM :
By :
Assistant City Attorney
CITY OF LOVELAND , COLORADO ATTEST :
By :By :
Mayor City Clerk
APPROVED AS TO FORM :
By :
Assistant City Attorney
CITY OF LONGMONT , COLORADO ATTEST :
By :By :
Mayor City Clerk
APPROVED AS TO FORM AND SUBSTANCE :
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Director of Longmont Power & Communications
APPROVED AS TO FORM :
Assistant City Attorney
PROOFREAD :
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