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HomeMy WebLinkAbout033 - 06/03/1975 - CONCERNING THE DEVELOPMENT AND ACQUISITION OF ELECTRIC POWER AND ENERGY AUTHORIZING THE CREATION OF ORDINANCE NO 33 1975 BEING AN ORDINANCE CONCERNING THE DEVELOPMENT AND ACQUISITION OF ELECTRIC POWER AND ENERGY AUTHORIZING THE CREATION OF THE PLATTE RIVER POWER AUTHORITY AS A SEPARATE GOVERNMENTAL ENTITY AND AS A SUCCESSOR TO THE EXISTING NON- PROFIT CORPORATION OF THE SAME NAME AUTHORIZING THE MAKING OF AN ORGANIC CONTRACT THEREFOR CONFIRMING THE CONTINUATION OF CERTAIN EXISTING CONTRACTS AGREEMENTS AND RESOLUTIONS AND DECLARING AN EMERGENCY WHEREAS the City of Fort Collins Colorado and the Town and Cities of Estes Park Longmont and Loveland Colorado (hereinafter collectively referred to as the Municipalities ) heretofore created the Platte River Power Authority a Non-Profit Colorado Corporation (hereinafter referred to as the ' Non-Profit Corporation ) as their agency and instrumentality to supply their electric power and energy requirements and at the present time the Non-Profit Corporation supplies the wholesale electric power and energy requirements of the Municipalities and WHEREAS the Non-Profit Corporation will not be able to obtain a ruling from the Internal Revenue Service that interest payment on bonds of the Non-Profit Corporation will for federal income tax purposes be excluded from the gross income of the recipient in time to enable the Non-Profit Corporation to accomplish the long-term financing necessary to meet its financial obligations for the Yampa Project and WHEREAS the Municipalities now desire to avoid the need for such a ruling by the Internal Revenue Service and pursuant to the provisions of Section 29-1-203 1 C R S (1973) which was enacted by the 1975 General Assembly to contract together to establish a separate governmental entity to be the successor to the Non-Profit Corporation and as such successor to continue to supply the wholesale electric power and energy requirements of the Municipalities NOW THEREFORE BE IT ORDAINED BY THE COUNCIL OF THE CITY OF FORT COLLINS Section 1 That the City of Fort Collins contract with the other Municipalities to establish a separate governmental entity to be known as the Platte River Power Authority (herein- after referred to as the Authority") by the execution and delivery of the ORGANIC CONTRACT ESTABLISHING PLATTE RIVER POWER AUTHORITY AS A SEPARATE GOVERNMENTAL ENTITY (the Organic Contract' ) in the following form ORGANIC CONTRACT ESTABLISHING PLATTL RIVER POWER AUTHORITY AS A SEPARATL GOVERNMENTAL ENTITY THIS CONTRACT made and entered into this day of 1975 by and among the parties to this Contract wnicn are CITY OF FORT COLLINS COLORADO, a municipal corporation of the State of Colorado ( Port Collins") CITY OF LOVELAAD COLORADO a municipal corporation of the State of Colorado ( Loveland ) CITY OF LOdGMONT COLORADO a municipal corporation of the State of Colorado ( Longmont ) TOWN OF ESTES PARK COLORADO a munici- pal corporation of the State of Colorado ("Estes Park ) and the PLATTE RIVER POWER AUTHORITY a non-profit corporation of the State of Colorado (the "Non-Profit Corporation ) When specificity is not required individual municipal corporations which are parties hereto will hereinafter be referred to as a ' Municipality' and all of such municipal corporations will hereinafter be collectively referred to as the Municipalities' WITNESSETH WHEREAS Fort Collins owns and operates a municipal elec- tric system which supplies electric power and energy at retail to users located within the city limits of Fort Collins 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 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 testes Park owns and operates a municipal elec- tric system which supplies electric power and energy at retail to I users located within the town limits of Estes Park and the adjacent service area of the Estes Park electric system and WHEREAS the Municipalities heretofore created the Non- Profit Corporation as their agency and instrumentality to supply their electric power and energy requirements and at the present time the Non-Profit Corporation supplies essentially all of t`le wholesale electric power and energy requirements of the Municipal- ities and WHEREAS the Municipalities now desire pursuant to the provisions of C R S (1973) §29-1-203 1 to establish a power au- thority as a separate governmental entity to be the successor to the Non-Profit Corporation and as its successor to continue to sup- ply the wholesale electric power and energy requirements of the Municipalities NOW THERLFORL the Parties agree as follows 1 EFFECTIVE DATE This Contract shall become effective when it has been duly executed and delivered on behalf of all the Municipalities 2 ESTABLISHMENT OF PLATTE RIVER POWER AUTHORITY The 2 - Municipalities do hereby establish a separate governmental i entity to be known as Platte River Power Autnority (the 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 i the benefit of the inhabitants of the Municipalities 2 1 PURPOSE The purpose of the Authority is to con- duct its business and affairs for the benefit of the Munici- palities and their inhabitants and to provide the wholesale electric power and energy requirements of the Municipalities 2 2 FUNCTION OR SERVICE The function or service to be provided by the Authority is the supplying of the wholesale electric power and energy requirements of the Municipalities by (i) Purchasing electric power and energy from the United States Bureau of Re- clamation or zny other supplier (ii) Acquiring constructing owning re- constructing improving rehabilitating repairing operating and maintaining generating plants and transmission systems or interests therein for the purpose of delivering to the Municipal- ities to the extent of their require- ments electric power and energy gen- erated thereby or purchased from other suppliers (iii) Selling at wholesale to the Municipal- ities the electric power and energy which the tunicipalities require (iv) Selling exc'ianging and otherwise dis- posing of under the most economically advantageous terms and conditions ob- tainable any and all surplus power and energy which the Authority owns and produces or which it is obligated by contract to purchase 3 - (v) Developing electric energy resources and producing and transmitting electric energy in whole or in part for the oene- fit of the inhabitants of the Munici- palities and (vi) On rescission or termination of tnis Contract to vest all right title and interest of the Authority in or to all of its property and assets in t'ie Hunici- palities 2 3 BOARD OF DIRECTORS Tne governing body of the Author- ity shall be a Board of Directors in wnich all legislative power of the Authority is vested 2 3 1 NUMBLR The number of Directors shall be four 2 3 2 APPOIITMENT The governing body of each of the ifunicipalities snall appoint one member to the Board of Direc- tors 2 3 3 TERM The term of the Director appointed Dy Lstes Park shall expire on December 31 1975 t'ie term of the Direc- tor appointed by Fort Collins shall expire on December 31 1976 the term of the Director appointed by Loveland snall expire on December 31 1977 and the term of the Director ap- pointed by Longmont shall expire on December 31 1978 Their successors shall be appointed each for a tern of four years from the date of the expiration of the term for wlica his pre- decessor was appointed and until his successor is appointed and has qualified 2 3 4 RENIOVAL Any Director appointed by the governing board of a Municipality may De removed at any time by such governing board with or without cause 2 3 5 VACANCILS A vacancy occurring in the Board of Directors whether such vacancy be the result of resignation - 4 - death removal or disability shall be filled by the appoint- ment of a successor Director by the governing body of the Mu- nicipality which appointed the Director whose office has become vacant 2 3 6 COMPENSATION Directors shall not receive compen- sation for their services but the Board of Directors may by resolution provide for reimbursement to Directors of their actual expenses for attendance at meetings of the Board of Di- rectors and for expenses otherwise incurred on behalf of the Authority 2 3 7 ANNUAL MEETINGS An annual meeting of the Board of Directors shall be held within the first 120 days in each year at such place in the City of Fort Collins State of Colo- rado 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 If the day fixed for the annual meeting shall fall on a legal holiday the annual meeting shall be held on the next succeeding business day Failure to hold the annual meeting at a designated time or failure to hold the annual meeting in any year shall not cause a forfeiture or dissolution or otherwise affect the Authority 2 3 8 REGULAR MEETINGS The Board of Directors may from time to time provide by unanimous resolution of all Directors for the time and place for the holding of any regular meetings without notice to Directors other than such resolution -5- 2 3 9 SPECIAL MEETINGS Special meetings of the Board of Directors may be called by the Chairman or any Director and it shall thereupon be the duty of the Secretary to cause notice of such meeting to be given as hereinafter provided Special meetings of the Board of Directors shall be held at such time I and place within the State of Colorado as shall be fixed by the Chairman or the Director calling the meeting 2 3 10 NOTICE OF MEETINGS Written notice of the annual or of any special meeting of the Board of Directors shall be delivered to each Director not less than seven (7) nor more than thirty-five (35) days before the date fixed for such meeting either personally or by mail by or at the direction of the Secretary or upon his default by the person calling the meeting If mailed such notice shall be deemed to be de- livered when deposited in the United States mail addressed to the Director at his address as it appears on the records of the Authority with postage thereon prepaid 2 3 11 WAIVER OF NOTICE Whenever any notice is required to be given to any Director of the Authority under the provisions of 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 -6- purpose of objecting to the transaction of any business be- cause 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 transactioni of business provided that if less than a majority of the Directors then in office is present at a meeting a majorityi of the Directors present may adjourn the meeting from time to time and provided further, that the Secretary shall no- tify any absent Directors of the time and place of such ad- journed meeting The act of a majority of the Directors pre- sent at a meeting at which a quorum is present shall be the act of the Board of Directors 2 3 13 VOTE IN CASL OF A DEADLOCK In the event the Board of Directors is deadlocked and unable to obtain a major- ity vote of the Directors present at a meeting at wnich a quorum is present either in favor of or opposition to a mat- ter being considered by the Board for action any Director may require a 'Weighted Vote A Weighted Vote shall then be taken with each Director' s vote being given the proportion which (i) the dollar amount of electric power and energy purchased from the Authority or its predecessor during the twelve month period ending with the close of the bil- ling period for the month two months prior to the month of the deadlocked meeting and paid for by the Municipality appointing such Director i bears to i i (11) the dollar amount of all electric power and energy purchased and paid for by the Municipalities from the Authority or its predecessor during said twelve month period The act of a majority of the Weighted Vote ' shall be the I act of the Board of Directors 2 3 14 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 tie Authority (iii) To comply with the provisions of parts 1 5 and 6 of Article I of Title 29 of C R S (1973) (iv) To adopt a fiscal resolution which com- plies with statutory and other restric- tions 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 as- sets and to provide for the services of a firm of independent certified pub- lic 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 2 4 OFFICERS The officers of the Authority shall be a Chairman Vice Chairman Secretary Treasurer General Mana- ger and such other officers and assistant officers as may be authorized by the Board of Directors from time to time to perform such duties as may be approved by the Board of Directors The Chairman and Vice Chairman shall be members - 8 - of the Board of Directors but other officers of the Authority i need not be members of the Board of Directors 2 4 1 INITIAL ELECTION OF OFFICERS At the first meeting of the Board of Directors the members of the Board of Directors shall elect officers who shall serve as such officers of the ' i Authority until the next succeeding annual meeting of the Board of Directors and until their successors are elected and qualified 2 4 2 RhGULAR ELECTIONS AAD TERM OF OFFICE The officers shall be elected annually by the Board of Directors at the annual meeting of the Board of Directors If the election of officers shall not be held at such meeting such election shall be held as soon thereafter as may be convenient Vacan- cies or new offices may be filled at any meeting of the Boara of Directors Each officer shall hold office until the next succeeding annual meeting of the Board of Directors and until his successor is elected and qualified 2 4 3 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 4 DUTIES OF OFFICERS In addition to duties desig- nated by the Board of Directors the duties of the officers shall include the following 2 4 4 1 CHAIRMAN The Chairman shall preside - 9 - at all meetings of the Board of Directors and ex- cept as otherwise delegated by the Board of Direc- tors shall execute all legal instruments of the Authority When and while a vacancy exists in the office of General Manager the Chairman shall act as the principal executive officer of the Authority I and shall perform such other duties as the Board of Directors may prescribe from time to time 2 4 4 2 VICE CHAIRMAN The Vice Chairman shall in the absence of the Chairman or in the event of his inability or refusal to act perform the duties of the Chairman and when so acting shall have all the powers of and be subject to all the restrictions upon the Chairman The Vice Chairman shall also perform such other duties as may be pre- scribed by the Board of Directors from time to time 2 4 4 3 SECRETARY The Secretary shall main- tain the official records of the Authority, including this Contract Regulations adopted by the Board of Directors the minutes of meetings of the Board of Directors and a register of the names and ad- dresses of Directors and officers and s'iall issue notice of meetings , attest and affix the corporate seal to all documents of the Authority and shall perform such other duties as the Board of Directors may prescribe from time to time - 10 - 2 4 4 4 TREASURER The Treasurer shall serve I as financial officer of the Authority and shall pursuant to the fiscal resolution adopted by the Board of Directors governing the financial trans- actions of the Authority and the restrictions im- posed by law be responsible for the receipt cus- tody 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 from time to time 2 4 4 5 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 Author- ity, and the coordination thereof, pursuant to poli- cies and programs approved by the Board of Directors from time to time and shall be the agent for service of process on the Authority 2 4 5 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 Direc- tors 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 - 11 - as it shall determine The cost of such bond shall be an expense payable by the Authority j 2 5 INDEMNIFICATIOd OF OFFICERS A14D DIRECTORS Each I Director and officer of the Authority whether or not then in office and his personal representatives stall be indem- nified by the Authority against all costs and expenses ac- tually and necessarily incurred by him in connection wit'i the defense of any action suit or proceeding in which he may be involved or to which he may be made a party by reason of his being or having been such Director or officer except in relation to matters as to which he shall be finally ad- judged in such action suit or proceeding to be liable for wilful or wanton negligence or 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 ad- vised in writing by its counsel that in his opinion the per- son indemnified did not commit such wilful or wanton negli- gence or misconduct The foregoing right of indemnification shall not be exclusive of other rights to which he may be entitled as a matter or law or by agreement 2 6 TERM OF CONTRACT This Contract shall continue in force and effect until June 30 2015 and until t'Zere- after terminated by any Municipality following not less than six (6) months written notice to the other Muni- cipalities of its intention to terminate PROVIDED HOWEVER, - 12 - that this Contract may be amended modified rescinded or terminated at any time by a written document approved and executed by each and every Municipality which is a party I to this Contract PROVIDED FURTHER HOWEVER that this Con- tract may not in any event be rescinded or terminated so long as the Authority has bonds notes or other obligations outstanding unless provision for full payment of such ob- ligations , by escrow or otherwise has been made pursuant to the terms of such obligations 2 7 PROPERTIES All assets and properties of the Authority shall be held in trust for the purposes herein mentioned including the payment of liabilities of the Authority 2 8 DISTRIBUTION ON TERMINATION In the event of the rescission or termination of this Contract and the dissolu- tion of the Authority all the assets of the Authority shall immediately vest in the Municipalities The assets of the Authority conveyed to each Municipality shall be that propor- tion which 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 the total dollar amount of all electric power and energy purchased and paid for by the Municipalities from the Authority and its predecessor during their corporate existence 2 9 SEAL The Corporate seal of the Autnority shall be in the form of a circle and have inscribed thereon the name of the Authority and the words Corporate ' Seal' - 13 - together with such insignia if any as the Board of Direc- tors 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 , ETC 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 from time to time be determined by resolution of the Board of Directors 2 12 DEPOSITS All funds of the Authority shall be deposited from time to time to the credit of the Authority pursuant to law, in such bank or banks as the Board of Direc- tors may select 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 Autnority shall be in Fort Collins Colo- rado Annually on or before the first day of February of each year and within thirty (30) days following any cnange, the Authority shall file with the Division of Local Govern- - 14 - ment the name of the agent for service of process on the Authority and the address of the principal place of business ' of the Authority 3 GENERAL POWERS The general powers of the Authority shall include the following powers 3 1 ELECTRIC ENERGY To develop electric energy re- sources and produce and transmit electric energy in whole or in part for the benefit of the inhabitants of the Munici- palities 3 2 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 organi- zation of any kind 3 3 AGENTS AND EMPLOYLL S 10 employ agents and em- ployees 3 4 FACILITIES To acquire construct manage main- tain or operate electric energy facilities works or im- provements or any interest therein including without limi- tation, to acquire construct reconstruct improve and rehabilitate repair operate and maintain (separately or jointly) generating plants and transmission systems 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 - 15 - production manufacture storage fabrication or proces- sing of fossil or nuclear fuel of any kind for use in whole I 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 I of fuel to any of such generating plants and to sell de- liver exchange and 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 and transmission systems together with all lands buildings equipment and all other real or per- sonal property tangible or intangible necessary or inciden- tal thereto 3 5 PROPERTY To acquire hold lease (as lessor or lessee) , sell or otherwise dispose of any real or personal property commodity or service including without limita- tion 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 - 16 - 3 6 COODEMNATION 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 3 7 DEBT To incur debts liabilities or obligations i and to borrow money and from time to time to make, accept endorse execute issue and deliver bonds debentures prom- t issory 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 mort- gage pledge deed, indenture agreement or other collat- eral instrument, or by other lien upon assignment of or agreement in regard to all or any part of the properties rignts assets contracts easements revenues and privileges of the Authority wherever situated 3 8 LITIGATION To sue and be sued in its own name 3 9 SEAL To have and use a corporate seal 3 10 RATES To fix maintain and revise fees rates and charges for functions services or facilities provided by the Authority 3 11 REGULATIONS To adopt by resolution regulations respecting the exercise of its powers and the carrying out of its purposes 3 12 AGENTS To do and perform any acts and things authorized by this section under through or by means of - 17 - an agent fiduciary or independent contractor of the United States or any state or political subdivision thereof 3 13 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 partner- ship 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 3 14 OTHER POWERS To exercise any other powers which are essential necessary incidental, convenient or conducive to providing the wholesale electric power and energy require- ments of the Municipalities 4 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 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 6 REVLNUE BONDS The Authority is authorized to issue bonds notes or other obligations pursuant to the terms conditions and authorization contained in 1973 C R S §29-1-203 1 (7) 7 LIMITATIONS ON FUNDS In addition to any other requirements or limitations with respect to Funds of the - 18 - Authority the limitations imposed by 1973 C R S §32-1-701 i shall be observed by the Directors and officers of the Authority 8 AUTHORITY IS SUCCLSSOR The Authority is hereby determined to be and shall be the successor to the Non-Profit Corporation and the Authority is and shall be entitled to all rights and privileges and shall assume all obligations i and liabilities of the Non-Profit Corporation under contracts to which the Non-Profit Corporation is a party and which contracts are existing on the date the Authority is established As soon as practicable after the Authority has been established and the required approvals if any of the Colorado Public Utilities Commission lenders joint participants or others as the case may be have been obtained the Non-Profit Corpo- ration shall assign transfer and convey all of its properties whether real or personal tangible or intangible to the Authority and the Authority shall assume all obligations and liabilities of the Non-Profit Corporation After such succession and transition has been completed the Non-Profit Corporation shall be dissolved 9 CONTRIBUTIONS BY MUNICIPALIIILS The Municipalities have accumulated a residual interest in the presently existing Non-Profit Corporation composed of proprietary capital and accumulated net revenues which aggregated $1 109 016 80 as of March 31 1975 The Authority upon succeeding to the assets of the Non-Profit Corporation as heretofore provided - 19 - in Section 8 shall retain the accumulated residual interest of each of the Municipalities as a contribution by suca Municipalities to defray the cost of facilities used and useful in supplying the wholesale electric power and energy requirements of the Municipalities I 10 FILING OF CONTRACT A copy of this Contract shall be filed with the Division of Local Government of the State of Colorado as soon as practicable following its execution by the Municipalities and in all events within ten (10) days after its execution by the Municipalities 11 NOTICLS 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 pre- paid to the persons specified below City of Fort Collins Colorado c/o Electric Utility Director P 0 Box 580 Fort Collins Colorado 80521 City of Loveland Colorado C/o Director of Utilities P 0 Box 419 Loveland, Colorado 80537 City of Longmont Colorado c/o Director of Utilities 4th and Kimbark Longmont Colorado 80501 Town of Estes Park Colorado c/o Superintendent, Light & Power Department P 0 Box 1200 Estes Park Colorado 80517 - 20 - 4 ' 12 SEVERABILITY In the event that any of the terms covenants or conditions of this Contract or their applica- tion shall be held invalid as to any person corporation or circumstance by any court having ,jurisdiction the re- mainder of this Contract and the application and effect of its terms covenants or conditions to such persons corpo- rations or circumstances shall not be affected thereby 13 REGULATORY JURISDICTION This Contract shall oe subject to filing with approval by and to such changes or modifications as may from time to time be directed by competent regulatory authority if any in the exercise of its jurisdiction 14 DUPLICATE ORIGINALS This Contract may be exe- cuted in several counterparts each of which will be an original but all of which together shall constitute one and the same instrument IN WITNESS WHEREOF, the Municipalities have caused this Contract to be executed as of the day of , 1975 CITY OF FORT COLLINS, COLORADO ATTEST By, Mayor City Clerk - 21 - CITY OF LOVELAND, COLORADO ATTEST By Mayor City Clerk CITY OF LONGMONT, COLORADO ATTEST By Mayor City Clerk TOWN OF ESTES PARK COLORADO ATTEST By Mayor Town Clerk PLATTE RIVER POWER AUTHORITY i ATTEST By President Secretary - 22 - Section 2 That Stanley R Case is hereby nominated and appointed as the member of the Board of Directors of the Authority to be appointed by the City of Fort Collins Section 3 That the Authority is acknowledged and recog- nized as the successor to the Non-Profit Corporation and the City of Fort Collins does hereby approve consent and agree that all contracts agreements indemnifications obligations undertakings or other instruments (the "Existing Documents ') which this Municipality has heretofore entered into with or on behalf of the Non-Profit Corporation shall where applicable be assigned and transferred to the Authority by the Non-Profit Corporation and shall after such transfer and assignment remain in full force and effect according to their respective terms and conditions which Existing Documents shall include without limitation A Contract for electric power and energy dated September 5 1975 between the Non-Profit Corporation and this Municipality B Resolutions heretofore adopted by this Municipality in connection with borrowings by the Non-Profit Corporation from the First National Bank in Fort Collins Colorado and the Morgan Guaranty Trust Company of New York C Agreements if any between this Municipality and the Non-Profit Corporation relating to the joint use of facilities or rights of way Section 4 If any section paragraph clause or provision of this Ordinance shall be held to be invalid or unenforceable the invalidity or unenforceability of such section paragraph clause or provision shall not affect any other provision of this Ordinance Section 5 All ordinances resolutions by-laws and regulations of the City of Fort Collins in conflict with this Ordinance are hereby repealed to the extent only of such incon- sistency This repealer shall not be construed to revive any ordinance resolution by-law or regulations or part thereof heretofore repealed Section 6 By reason of the fact that the City and its inhabitants need to provide for and supply electric power and energy at this time and to further facilitate the financing by the Authority of projects presently committed an emergency is declared to exist this Ordinance is declared to be necessary for the immediate preservation of the public peace health safety and property inasmuch as the supply of power and energy affects the same and this Ordinance shall take effect upon its passage under and by virtue of the authority contained in Sections 6 and 7 of Article II of the Charter of the City of Fort Collins Introduced and adopted by the unanimous vote of all members of the City Council at a regular meeting held this 3rd day of June 1975 ATTEST Mayor S SCi y Clerk