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HomeMy WebLinkAbout4 UAMPS Pooling Agreement Agenda Item # 4 m .0 Istrict] Public Utility District Memorandum To: Board of Directors From: Stephen Hollabaugh Date: October 14, 2005 Subject: Consideration of(1) a contract addendum related to the District's participation in UAMPS projects and (2) a pooling agreement with DAMPS. Why this matter is before the board: This matter involves (1) the District becoming a member of the Pooling Project at UAMPS and an amendment to the agreement for Joint and Cooperative action. The Board president is the signatory to these agreements. History: The District has been a member of UAMPS since August 2000. When the District joined UAMPS, an agreement for "Joint and Cooperative Action" was signed. As a member of UAMPS, the District must be in at least one project. Currently the District is in the "Resource Project and the IPP #3 Project. The Resource Project looks for promising generation projects the members may be interested in. This project lead to the IPP3 Project. New Information: At the September 2005 UAMPS meeting, the UAMPS Board approved an amendment to the existing agreement for Joint and Cooperative Action. This amendment modifies Section 11. Board of Directors slightly to include member representatives other than equity members that can be on the Board of Directors for each project. Attached is the original "Amended and Restated Agreement for Joint and Cooperative Action" signed August 2000 and the proposed First Amendment to Amend and Restated Agreement for Joint and Cooperative Action. The District would like to join the Pool Project of UAMPS. By joining the Pool Project, the District would be able to transact through the UAMPS Pool with other UAMPS members. This would include the City of Fallon, who like the District, is within the Sierra Pacific Transmission Control Area. There are times when the UAMPS Pool has surplus energy that may be less that what we currently pay for the Call portion of our Constellation project. For these reasons, I believe it is a good idea for the District to join the UAMPS Pool project. Attached is the "Power Pooling Agreement" between UAMPS and Truckee Donner PUD. Recommendation: (1) 1 recommend the Board approve the First Amendment to Amended and Restated Agreement for Joint and Cooperative Action with Utah Associated Municipal Power Systems (UAMPS). (2) 1 recommend the Board approve the Power Pooling Agreement between Utah Associated Municipal Power Systems and Truckee-Donner PUD. Page I of I EXECUTION COPY UTAH ASSOCIATED MUNICIPAL POWER SYSTEMS AMENDED AND RESTATED AGREEMENT FOR JOINT AND COOPERATIVE ACTION THIS AMENDED AND RESTATED AGREEMENT FOR JOINT AND COOPERATIVE ACTION('Joint Action Agreement"), dated as of February 17, 1999 is made and entered into among the Public Agencies that are parties to this Joint Action Agreement pursuant to the provisions of the Interlocal Cooperation Act, Title 11, Chapter 13, Utah Code Annotated 1953, as amended and supplemented from time to time (the "Act"). RECITALS WHEREAS, Utah Associated Municipal Power Systems ("UAMPS") was previously created pursuant to the provisions of the Act by the Utah Associated Municipal Power Systems Agreement for Joint and Cooperative Action dated as of October 15, 1980 (the "Original Agreement"); WHEREAS, the Original Agreement has been amended and restated from time to time, including the Amended and Restated Agreements for Joint and Cooperative Action dated as of March 27, 1990 and April 19, 1995 (collectively the "Restated Agreement") and the Equity Members deem it necessary and desirable to enter into this Joint Action Agreement to make further amendments and modifications to the Original Agreement and the Restated Agreement; and t WHEREAS, in furtherance of the purposes of the Original Agreement and the Restated Agreement, UAMPS has developed facilities, expertise and personnel that enable UAMPS to provide a range of wholesale electric utility services to the Equity Members and in furtherance of the purposes of UAMPS and in order to better promote and foster the benefits of public power and to better achieve economies of scale, efficiencies and other benefits to the Equity Members, each of the Equity Members now desire to enter into this Joint Action Agreement to provide, among other things for the admission of additional entities that are eligible for a preference contract with a federal power marketing agency as Members of UAMPS and to better enable UAMPS to provide wholesale electric utility services to such Members. NOW THEREFORE, the parties hereto agree as follows: Section 1. Definitions. Capitalized terms used herein shall have the meanings ascribed to such terms in the recitals of this Joint Action Agreement and the meanings set forth below: 1.1 Board means the Board of Directors of UAMPS established pursuant to Section 11 hereof. 1.2 Director means each Member Representative of the Equity Members elected or deemed elected as a Director. Only individuals serving as Member Representatives for the Equity Members and elected or deemed elected may be Directors. Alternate Member Representatives for the Equity Members shall not be entitled to act as a Director in the event of the absence or unavailability of a Director. 1.3 Electric System means a network of poles, wires, transformers, substations and appurtenant items which constitute the facilities necessary to provide retail electric service within a Member's service area. 1.4 Equity Member means (i) each of the Members designated as an Equity Member in Appendix A, and (ii) each Member that is a Public Agency which, in the future, becomes an Equity Member in accordance with the requirements of Section 6 hereof. 1.5 Meeting or Meet means, as applicable, an annual, regular or special meeting of the Equity Members, the Members, the Board, any of the Project Management Committees or any of the Committees of the Board established pursuant to Section 13 hereof, duly noticed and held in accordance with applicable law, this Joint Action Agreement, and the Bylaws, at which a quorum (as defined in the Bylaws) is present. 1.6 Member means, (i) each of the Members listed in Appendix A and (ii) each entity that becomes a Member of UAMPS in accordance with the requirements of Section 7 hereof. 1.7 Member Representative means the person appointed by a Member to be such Member's Representative to UAMPS and all applicable Project Management Committees. Each Member shall appoint one Member Representative and may appoint one Alternate Member Representative. A Member Representative shall not be a member of the board of directors or governing body of or be employed by any electric utility which is not a Member of UAMPS or of any other organization which is not a Member of UAMPS which provides electric service in competition with UAMPS or any Member. No individual shall serve as the Member Representative for more than one Member. In the event that an individual is a Member Representative of one Member and an Alternate Member Representative for another Member, such individual may not represent more than one Member at any Meeting of the Equity Members or Members. An 3 Alternate Member Representative appointed by such Member shall serve as such Member's Alternate Member Representative in the event of the absence or unavailability of such Member's Representative. 1.8 Project means (a) facilities for any or all of the generation, transmission and distribution of electric power or energy and all rights, properties and improvements necessary therefor, including fuel and water facilities and resources, common facilities, buildings, structures, improvements and facilities appurtenant thereto or provided therefor, and land necessary therefor, whether by way of ownership, divided or undivided ownership interest, contractual right to the output or capacity thereof or otherwise; (b) feasibility, environmental or other studies with respect to a proposed Project and all surveys, estimates, licenses, permits, rights, approvals, litigation and options pertaining thereto; (c) contracts between UAMPS and other parties for the purchase„sale, transmission, distribution, and generation of electric power and energy; and (d) such other facilities, improvements and activities, including legal, legislative and financial activities as shall be consistent with the purposes of UAMPS and this Joint Action Agreement. In order to establish a Project, at least two Equity Members of UAMPS must agree to participate in such Project under contractual arrangements with UAMPS. Any Project may be situated in whole or in part within or without the State of Utah. Distribution facilities which are for the purpose of providing electric service directly to consumers of electric power within the boundaries of a Member's service area and which are interconnected directly with such customers shall not be included within a Project for purposes of this Joint Action Agreement. 4 1.9 Public Agencv means a "public agency" as defined in the Act. Section 2. Creation of UAMPS. 2.1 The parties to this Joint Action Agreement hereby ratify and confirm the creation, pursuant to the Act, of a separate legal entity as a political subdivision of the State of Utah known as UTAH ASSOCIATED MUNICIPAL POWER SYSTEMS to accomplish the purposes of their joint and/or cooperative action as set forth herein and as provided for in the Act. 2.2 UAMPS shall continue to exercise such rights and powers and have such duties and obligations as provided for by the Original Agreement and the Restated Agreement, as heretofore amended and supplemented and as amended and supplemented hereby. From and after the effective date of this Joint Action Agreement, it shall supersede, in all respects, the Original Agreement and the Restated Agreement, as heretofore amended and supplemented, without in any way calling into question or casting any doubt upon any action previously taken by UAMPS under the Original Agreement and the Restated Agreement, as so amended and supplemented. 2.3 Without limiting the foregoing, from and after the effective date of this Joint Action Agreement, UAMPS shall be bound by each and every resolution, contract and agreement, enacted by UAMPS or executed by UAMPS prior to the effective date of this Joint Action Agreement, including, without limitation, all resolutions, bond resolutions and indentures, ownership agreements, participation agreements, transmission service contracts, transmission purchase contracts, power sales contracts and power purchase contracts. UAMPS'present rights and obligations under such resolutions, indentures, contracts and agreements shall in no way be affected by this Joint Action Agreement; provided however, that the voting procedures set forth in the various Project 5 contracts and agreements shall be modified by the execution of this Joint Action Agreement to conform to the voting procedures set forth in Sections 11 and 13 hereof. Section 3. Term of Joint Action Agreement. 3.1 The term of this Joint Action Agreement shall be for a period of fifty (50) years commencing with the effective date of this Joint Action Agreement, and for such additional terms or extensions as may be authorized by law and by the parties hereto. Any amendment or supplement to this Joint Action Agreement shall automatically extend the term of this Joint Action Agreement for a period of fifty(50) years from the effective date of such amendment or supplement unless otherwise provided in such amendment or supplement. Section 4. Purpose of DAMPS. 4.1 The purpose of this Joint Action Agreement, the creation of UAMPS as a separate political subdivision of the State of Utah, and the joint or cooperative action of the parties to this Joint Action Agreement is to provide for the following: (a) securing reliable, economic sources of electric power for the Members of UAMPS, (b) protecting and fostering the benefits of public power, (c) assisting UAMPS'Members in providing reliable, competitive, low-cost electric service to their ratepayers, and (d) the planning, financing, development, acquisition, construction, reconstruction, improvement, enlargement, betterment, operation, and/or maintenance of one or more Projects pursuant to the Act for the benefit of all or some of the Members to carry out the foregoing purposes, 6 in order to enable the Members to provide services and facilities in a manner and pursuant to forms of governmental organization that will accord best with geographic, economic,population and other factors influencing the needs and development of local communities, and to provide the benefits of economies of scale, economic development and utilization of natural resources. 4.2 In connection with a Project and in order to accomplish the purposes and realize the benefits described herein, UAMPS may acquire capacity, services, facilities and/or resources in excess of those needed to meet the requirements of the Members as may be necessary to accomplish the purposes of UAMPS and to provide the benefits of economies of scale, interconnected systems, acquisition of all or parts of existing electric facilities, and adaptation of a Project to the unique needs of the Members participating in that Project. Section 5. Effective Date. 5.1 Pursuant to the provisions of Section 16 of the Restated Agreement, this Joint Action Agreement shall be effective on and as of the date of the execution of this Joint Action Agreement by three-fourths of the Equity Members, although dated as of the date first written above. Section 6. Qualification and Admission of Equity Members. 6.1 The membership of each of the Equity Members of DAMPS, as of the date of this Joint Action Agreement and as listed in Appendix A, is hereby ratified and confirmed. Members may be accepted as additional Equity Members upon satisfaction of the qualifications and procedures set forth in this Section 6. 6.2 In order to be considered for equity membership in UAMPS a Member must be a Public Agency that (i) owns and operates an Electric System for the 7 provision of electric service at retail to the general public within its service area, and (ii) applies to become an Equity Member in accordance with the policies of the Equity Membership Committee. 6.3 Before any action with regard to equity membership is taken, the Equity Membership Committee shall Meet and consider the proposed equity membership and may request such additional information from the Member as the Equity Membership Committee deems necessary. After consideration, the Equity Membership Committee shall vote to recommend a decision on the proposed equity membership to the Board. The Board shall then consider the proposed equity membership and whether to forward the recommendation of the Equity Membership Committee to the Member Representatives of the Equity Members. A Member shall be accepted into UAMPS as an Equity Member upon a two-thirds vote of the Member Representatives of the Equity Members at a Meeting thereof. The Member Representatives of the Equity Members may decline to accept the equity membership of any Member. 6.4 Each Member accepted into UAMPS as an Equity Member shall thereupon (i)execute and file with UAMPS a counterpart to this Joint Action Agreement and any amendments hereto, (ii) appoint a Member Representative and may appoint one Alternate Member Representative to UAMPS, and(iii)participate in at least one Project. 6.5 The membership of an Equity Member may be terminated for cause upon the recommendation of the Board and a two-thirds vote of the Member Representatives at a Meeting of the Equity Members thereof. No such termination shall constitute termination of any contract between UAMPS and the terminated Equity Member nor shall it discharge or relieve such terminated Equity Member of its obligations under any contract to which such terminated Equity Member is then a party. 8 Section 7. Qualification and Admission of Members. 71 Additional entities may become Members of UAMPS upon request and upon satisfaction of the qualifications and procedures set forth in this Section 7. 7.2 To become a Member of UAMPS an entity must (i) own and operate an Electric System for the provision of electric service at retail to the general public within its service area, (ii) be eligible for a preference contract from a federal power marketing agency, (iii) be accepted as a participant of a Project by a Project Management Committee, and (iv) be approved as a participant of such Project by the Board. In addition, organizations or corporations that are formed by or operated for the benefit of entities that meet the requirements of clauses (i) and(ii) above may become Members of UAMPS if the requirements of clauses (iii) and(iv) above are met. 7.3 Each Member must participate in at least one Project, as evidenced by the execution of an agreement with UAMPS governing the Member's participation in a Project. 7.4 The governing body of an entity that seeks to be accepted as a Member shall adopt and file with DAMPS a resolution and acknowledgement agreeing to membership in UAMPS and accepting the terms and conditions of this Joint Action Agreement. T5 Upon acceptance as a Member of UAMPS, a Member shall appoint a Member Representative and may appoint one Alternate Member Representative to DAMPS. 9 7.6 The membership of a Member may be terminated by the Board. No such termination shall constitute termination of any contract between UAMPS and the terminated Member nor shall it discharge or relieve such terminated Member of its obligations under any contract to which such terminated Member is then a party. Section S. Organization. 8.1 The Bylaws of UAMPS shall be established and amended from time to time by the Board and shall provide, among other things, for(i) the powers and duties of the officers, (ii)the rules governing the manner of election of Directors, and (iii)the calling and holding of Meetings. Section 9. Meetings of Equity Members. 9.1 The Member Representatives of the Equity Members shall Meet no less frequently than annually to consider the business of UAMPS. 9.2 The business of the Meetings of the Member Representatives of the Equity Members shall be limited to (i) the admission of new Equity Members, (ii) the termination of an Equity Member's membership, (iii)qualification or removal of Directors, and (iv)other matters relating to the organization of UAMPS. Matters relating to a Project or Projects shall be only considered by the Board under the provisions of Section 11 below. 9.3 Notice of a Meeting of the Member Representatives of the Equity Members shall comply with applicable requirements of state law governing notices of public meetings. All Member Representatives shall receive notice of each Meeting of the Equity Members and shall have the right to attend each such Meeting. Section 10. Meetings of Members. 10 10.1 The Member Representatives shall Meet no less frequently than annually to consider the business of the Member Representatives. 10.2 The business of the Meetings of the Member Representatives shall be limited to (i) the election of Directors, and (ii) other matters relating to the Member Representatives. 10.3 Notice of Meetings of the Member Representatives shall comply with applicable requirements of state law governing notices of public meetings. Section 11. Board of Directors. 11.1 The Board shall consist of the Member Representatives of the Equity Members participating in each Project, which Member Representatives of the Equity Members shall be elected or deemed elected as Directors as provided in this Section 11. The total number of Directors on the Board shall be not less than two, nor greater than the total number of Equity Members. Directors shall be elected or deemed elected by the Member Representatives participating in each Project as follows: (a) One Director for each Equity Member participating in the Project if there are eleven or fewer Equity Members participating in the Project; or, (b) Eleven Directors elected from the Equity Members participating in the Project; if more than eleven Equity Members are participating in a Project. Each of the four Equity Members that have the greatest percentage entitlement share to the benefits of the Project shall automatically have their Member Representatives deemed elected as Directors. The Member Representatives shall elect seven additional Directors from among the other Equity Members participating in the Project. 11.2 Decisions on matters relating to a Project shall be made, in accordance with Section 13.3, at a Board Meeting and upon the vote of only those Directors representing the Members participating in such Project. As provided in Section 11 11.5, a Director may also be designated by a Member Representative to vote such Member's entitlement share in connection with a weighted vote. 11.3 Decisions of the Board on matters not relating to any Project or relating to more than one Project, including but not limited to membership, legal and financial matters, creation of new Projects, managerial and administrative matters and employment matters of DAMPS as a separate legal entity, shall be made by a majority of all of the Directors at a Board Meeting. 11.4 A decision on a Project at a Board Meeting shall require a majority vote of the Directors that are elected or deemed elected from such Project and are present and voting at such Meeting, unless any Director elected or deemed elected from such Project calls for a weighted vote on a matter relating to such Project. If a weighted vote is so called, a decision of the Board on such matter shall require the vote of both (i) a majority of the Directors elected or deemed elected from such Project that are present and voting at such Meeting and (ii) a majority of the entitlement shares in such Project. A majority of the entitlement shares in each Project for purposes of the preceding sentence shall be determined by dividing the total entitlement shares represented by Directors who vote in favor of the decision by the total entitlement shares represented by Directors at the Meeting. 11.5 If a Member Representative that participates in a Project is not represented on the Board with respect to such Project, the Representative of such Member may designate a Director to vote such Member's entitlement share for the purpose of weighted votes only. The designation shall be in writing and shall be delivered to the Chair of the Board before the Meeting of the Board at which a Project weighted vote is 12 taken. However, no Member may have its entitlement share represented by more than one Director. 11.6 Each Director shall serve for a term of four years, except that each Director for the Pool Project shall serve for a term of one year. 11.7 The Board shall meet at such times and places as the Chair of the Board shall direct, subject to the requirements of Utah law relating to notice of such meetings and the provisions of the Bylaws of UAMPS. 11.8 The Board is expressly authorized and empowered to make, alter or repeal the Bylaws of UAMPS and, together with the Project Management Committees and Committees of the Board provided for in Section 13 hereof, to exercise the powers conferred upon UAMPS by the Act and this Joint Action Agreement. 11.9 The Members acknowledge and agree that the protection afforded to the Members under the Utah Governmental Immunity Act,Title 63, Chapter 30, Utah Code Annotated 1953, as amended(the "Immunity Act"), shall be extended to UAMPS and its officers and employees pursuant to Section 11-13-24 of the Act. It is the express intention of the Members that all of the protection afforded to the Members and their officers and employees under the Immunity Act shall be extended to UAMPS and its officers and employees, the Member Representatives, and the Directors. Each of the Members (to the extend that it is a political subdivision of the State of Utah) hereby delegates to UAMPS, to the ex=ent permitted by law, all of the powers, privileges and immunities conferred by the Immunity Act. Each Member that is not a political subdivision of the State of Utah agrees that, in providing services to such Member and performing its other functions pursuant to this Joint Action Agreement, UAMPS is performing essential governmental functions for the benefit of such Member. 13 Accordingly, each such Member hereby delegates to DAMPS, to the extent permitted by law, all of the powers, privileges and immunities conferred upon such Member under the governmental immunity laws applicable to it ("Other Immunity Acts"), to the extent that such Other Immunity Acts are comparable to and consistent with the Immunity Act. UAMPS shall indemnify and defend the Directors, the Member Representatives and the officers and employees of UAMPS as provided in the Immunity Act. 11.10 Meetings of the Board maybe held through electronic communication, as provided for in written procedures adopted by the Board. A Director participating in a Meeting through such means shall be considered present for purposes of a quorum and voting. Section 12. Selection and Oualifications of Officers. 12.1 The officers of UAMPS shall consist of a Chair of the Board, a Vice-Chair of the Board, a Secretary, and a Treasurer. Each officer shall be a Director and shall be elected annually by the Board for a one-year term. No officer shall serve more than three consecutive terms in the same office. In addition to such officers, the Board may by resolution appoint such assistant officers as the Board may from time to time determine to be necessary or desirable. 14 Section 13. Project Manaeement Committees and Committees of the Board. 13.1 The Project Management Committees for each Project and the following Committees of the Board(i) Executive Committee, (ii)Budget and Finance Committee, (iii) Equity Membership Committee and(iv) such other committees as may be established by the Board from time to time, are hereby established, ratified and confirmed. The Executive Committee shall consist of the Chair, Vice-Chair, Secretary and Treasurer of UAMPS. All other committees, except for the Project Management Committees, shall consist of Member Representatives appointed by the Chair. Each Project Management Committee shall consist of the Member Representatives of the Members participating in the Project. 13.2 The Chair of UAMPS shall serve as Chair of the Executive Committee and shall appoint the Chair of each other committee except for the Project Management Committees, each of which shall elect a Chair, annually, from among its number; provided that such Chair shall be a Member Representative of an Equity Member. No Chair shall serve more than three consecutive terms. Such Committees shall hold meetings from time to time as called by their Chairs. 13.3 The Members intend that the Board shall, to the fullest extent practicable, (i) defer to the particular expertise of each Project Management Committee with respect to the Project that is governed by such Committee and(ii) act upon and in furtherance of the recommendations of each such Project Management Committee with respect to the Project governed by such Committee. Except for those matters described in Section 11.3 hereof, the Board shall take action with respect to a Project only upon the specific recommendation of the Project Management Committee for such Project and shall not have the power to change any such recommendation. 15 13.4 The Member Representatives for each Project shall have one vote on all matters before a Project Management Committee Meeting and a majority vote of Member Representatives present and voting at a Project Management Committee Meeting shall be necessary to recommend a decision to the Board. Any Member Representative may call for a weighted vote at a Project Management Committee Meeting and, in such event, the recommendation of a decision to the Board shall require the vote of both (i) a majority of the entitlement shares of the Members participating in the Project and (ii) a majority of the Member Representatives present and voting at such a Project Management Committee Meeting. Section 14. Powers. 14.1 In furtherance of the purposes set forth in this Joint Action Agreement, UAMPS shall have all powers conferred upon UAMPS as a separate legal entity pursuant to the Act, including the powers set forth in Section 11-13-5.5 of the Act, and all powers possessed by the Members under the laws of the State of Utah with respect to electric utility undertakings which powers are hereby delegated to UAMPS as contemplated by the Act. The powers so conferred upon and delegated to UAMPS shall include, without limitation, the power to: (a) own, purchase, lease, acquire by eminent domain or otherwise, construct, operate, maintain and repair or cause to be constructed, operated, maintained and repaired any Project or Projects; (b) borrow money or incur indebtedness, issue revenue bonds or notes for the purposes for which UAMPS and/or a Project was created; and assign, pledge or otherwise convey as security for the payment of any such indebtedness, the revenues and receipts derived from or in connection with 16 a Project or Projects, which assignment, pledge or other conveyance may, if so determined by DAMPS, rank prior in right to any other obligation except taxes, or payments in lieu of taxes, if any, payable to the State of Utah or its political subdivisions; (c) contract for the purchase, lease or other acquisition of a supply of electric power and/or energy, transmission or other services in connection therewith; (d) contract for the construction, operation, maintenance and repair of a Project or Projects or any part thereof; (e) exercise all powers conferred upon the Members by the Thermal Power Facilities Act, Title 54, Chapter 9, Utah Code Annotated 1953, as amended (or any similar or successor statute); (f) enter into participation agreements and other contracts pursuant to which a Project or the benefits of a Project are made available to some or all of the Members and, if approved by the Board, to one or more entities not Members, either by sale, lease or other contract for the use of the Project or any portion thereof; (g) contract for the sale, lease or other transfer of a portion of or service from a Project to one or more electric cooperative associations organized under the Utah Non-Profit Corporation and Cooperative Association Act or to another public or private entity or entities; (h) acquire by gift, grant, purchase, eminent domain or otherwise and to lease any property (real or personal), building, works or improvements necessary or convenient for the purposes provided for in this Joint Action Agreement; (i) employ or contract with persons or firms for personnel to accomplish its purposes and powers; (j) incur debts, liabilities or obligations which are those of UAMPS and not the debts, liabilities or obligations of any of the parties hereto; (k) sue and be sued in its own name; (1) contract with any Member or with third parties upon behalf of any Member to provide such power supply, generation, transmission, transformation and distribution services, and/or operation, maintenance and repair services as may be necessary for the operation of the electric light and power works of such Member; (m) pursue one or more Projects for any Member under separate accountability, control and administration as may be required by financing 17 arrangements as to each such Project without obligating the Members participating in any one Project for the obligations of the Members participating in any other Project undertaken by UAMPS; (n) enter into contracts or agreements with respect to any Project pursuant to which UAMPS may make payments in lieu of tax to or for the benefit of one or more public agencies of the State of Utah and/or payments or other arrangements for purposes of alleviating the impact of Projects constructed or acquired by UAMPS or for other purposes deemed appropriate by UAMPS; and (o) take such other actions,engage in such other transactions, enter into such contracts and agreements and do all other things as may be necessary, convenient or appropriate to accomplish its purposes or carry out any of its powers. 14.2 The powers of UAMPS shall be exercised by the Board and, to the extent delegated by this Joint Action Agreement or by action of the Board, by the several Committees of the Board. Section 15. Financing and Budget. 15.1 A Project may be financed in whole or in part by the issuance of bonds and notes of UAMPS payable from and/or secured by the revenues and receipts derived from the ownership and operation of such Project including, without limitation, revenues and receipts from: (a) power sales contracts, transmission service contracts and any other contracts of sale of any entitlement to generation, distribution, transformation, transmission and related services, property and facilities provided by such Project; (b) the sale of energy, transmission and other services; (c) other benefits of such Project; and (d) other available funds of UAMPS related to such Project, including without limitation amounts paid to DAMPS under contracts with respect to such Project. 18 15.2 Such revenues, receipts and other funds shall be applied for the purposes and on the terms and conditions set forth in the bond or note resolutions, indentures or agreements of UAMPS securing such bonds or notes and as required by the Act. 15.3 No Member shall be liable for any bond, note, indebtedness or other obligation incurred by UAMPS, nor liable for the indebtedness of any other Member, nor liable for any indebtedness or other obligation with respect to a Project, other than the obligations of such Member arising under its separate contracts with UAMPS as to each separate Project. 15.4 UAMPS shall, in connection with the undertaking of a Project, enter into contracts with at least two Equity Members and as many other Members or public or private entities that may qualify as purchasers thereof from such Project under the Act and any other applicable law and under the powers and purposes hereof, for sale of the capacity, service or facilities of the designated Project on such terms as will produce sufficient revenue to meet and pay all operating and maintenance expenses, debt service, and reserve requirements, and all other charges or liens whatsoever payable from the revenue of such Project. The contracts entered into by UAMPS with respect to each Project shall contain such provisions with respect to the termination of such Project as are necessary or appropriate and for the disposition of all property comprising or related to such Project upon such termination. Collectively, the contracts for all Projects shall provide for the disposition of all property owned or administered by DAMPS. 15.5 UAMPS shall annually adopt a budget for the ensuing year which shall set forth in reasonable detail: (a) estimates of revenues and operating and maintenance expenses with respect to each Project: 19 (b) debt service and reserve requirements; (c) payments with respect to renewals and replacements for each Project and contingency reserves therefor; and (d) such other items and matters as shall be required pursuant to its agreements, service contracts and bond and note resolutions and indentures. Such budget shall be adopted and may be amended from time to time in the manner provided in such agreements, sales and service contracts and bond and note resolutions and indentures. Collectively,the budgets so adopted by UAMPS shall account for all of the financial activities of UAMPS, except as otherwise may be provided in the contracts and other documents related to such Projects. Section 16. Feasibility Studies and Options. 16.1 UAMPS, upon approval by the Board,is authorized to acquire, by purchase or otherwise, the feasibility studies or partial Projects made by any Member of UAMPS, any options relating to facilities for a Project, and to contract with any other person (individual or corporate) for feasibility studies, preliminary services of all kinds, partial Projects and options. UAMPS, upon approval by the Board, is also authorized to sell such feasibility studies, preliminary services, partial Projects, and options. Section 17. Relationship and Obligations. 17.1 The Members shall not be deemed under this Joint Action Agreement to be partners,joint ventures, or associated in any manner which obligates them for the debts, defaults or miscarriages of any other Member, nor to render them liable for obligations of DAMPS. Section 18. Amendments. 20 18.1 This Joint Action Agreement may be amended from time to time in any particular which does not jeopardize or adversely affect any existing contracts, notes, bonds, or other evidence of indebtedness, provided that such amendment shall not subject any Member to any dues, assessments, or liability without its consent thereto. Proposed amendments may be adopted by the submission of the proposed amendment to the Board for approval by resolution passed by affirmative vote of at least two-thirds of the Directors currently serving on the Board and thereafter by submission to the governing bodies of the Equity Members for written approval thereof by at least three-fourths of the Equity Members. Such amendment shall become effective upon the execution by the party whose signing accomplishes approval by at least three-fourths of the Equity Members,the approval by an authorized attorney as required by applicable law and set forth in Section 20, and publication of the amendment as may be required by applicable law. Section 19. Limitation on Liability of Directors. 19.1 A Director shall have no liability to a Member for any act or omission in the performance of his duties as Director. The Members hereby agree not to make any claim or file any cause of action arising from any act or omission of a Director in the performance of his duties as Director. Section 20. Approval by Authorized Attorney' compliance with Other Laws. 20.1 This Joint Action Agreement shall be submitted to an attorney duly licensed and practicing within the State of Utah who is familiar with UAMPS and the requirements of the Act and is authorized to review the same by either UAMPS or the Public Agency executing this Joint Action Agreement. Said attorney shall determine whether this Joint Action Agreement or any counterpart is in proper form and compatible 21 with the laws of the State of Utah, and he shall approve this Joint Action Agreement unless he shall determine that it does not meet the conditions set forth in the Act, in which event he shall detail in writing, addressed to the Board and the governing bodies of the Equity Members concerned, the specific details in which this Joint Action Agreement fails to meet the requirements of law. Approval by said attorney shall be by execution of the endorsement upon the Joint Action Agreement, including all counterparts. 20.2 To the extent that any Equity Member is organized under the laws of another State, it shall deliver to UAMPS an opinion of counsel to the effect that all applicable requirements of the laws of such State have been satisfied in connection with its execution of this Joint Action Agreement. Section 21. Execution of Counterparts. 21.1 This Joint Action Agreement may be executed in any number of counterparts each of which shall constitute an original. Section 22. Governim Law. 22.1 This Joint Action Agreement is made in the State of Utah, under the Constitution and laws of such State and is to be construed pursuant to such laws; provided, however, that with respect to any Equity Member that is not a Public Agency of the State of Utah, such Equity Member's power and authority to enter into this Joint Action Agreement shall be determined under the laws of the State in which it is organized. 22 Section 23. Severability. 23.1 Should any part, term, or provision of this Joint Action Agreement be held by the courts to be illegal or in conflict with any law of the State of Utah, or otherwise rendered unenforceable or ineffectual, the validity of the remaining portions or provisions shall not be affected thereby. IN WITNESS WHEREOF, the undersigned Member of UAMPS hereby acknowledges the terms and provisions of this Joint Action Agreement and agrees that it shall govern all matters, relationships and transactions between and among the Members, UAMPS and the other Members of UAMPS. TRUCKEE-DONNER PUD 9 1 President ` m ATTEST: /021 Secretary Date of Acknowledgement: This Joint Action Agreement as acknowledged is hereby approved as being in proper form and compatible with the lawsof the State of Utah Authorized Attorney 23 APPENDIX A Beaver* Holden* Murray* Blanding* Hurricane* Oak City* Bountiful* Hyrum* Page, Arizona* Brigham City Idaho Energy Authority, Paragonah* Central Utah Water Inc. Parowan* Conservancy District Idaho Falls, Idaho* Payson* Eagle Mountain Kanab* Price Enterprise* Kanosh* St. George* Ephraim* Kaysville* Santa Clara* Fallon. Nevada Lehi* Spring City* Fairview* Logan* Springville* Fillmore* Meadow* Strawberry Electric Fredonia, Arizona* Monroe* Service District* Gallup, New Mexico Morgan* Washington* Heber Light& Power* Mt. Pleasant* Weber Basin Water Conservancy District* *Equity Members 24 POWER POOLING AGREEMENT BETWEEN UTAH ASSOCIATED MUNICIPAL POWER SYSTEMS AND TRUCKEE-DONNER PUD This Agreement creates an Electric Power Pool, herein called"Pool", and creates the rights and obligations between and among Utah Associated Municipal Power Systems (LAMPS)and Truckee-Donner PUD herein called "Pool Participant" under this Agreement. WITNESSETH WHEREAS, the Pool Participant has entered into, or contemplates entering into, Power Contracts for the purchase or sale of power and energy, WHEREAS,subject to the terms and conditions of this Agreement, each Pool Participant desires to appoint UAMPS as such Pool Participant's agent for(i)the economic and efficient scheduling and dispatch of power and energy as may apply, (ii) the purchase, for the account of such Pool Participant, of any power and energy which such Pool Participant may require as defined in this Agreement from time to time to meet the load of such Pool Participant's electric system or to provide reserves therefore, (iii)the sale, for the account of such Pool Participant, of any power and energy which such Pool Participant may have purchased or may own, but which such Pool Participant deems surplus to meet the load of such Pool Participant's electric system, (iv)the utilization of transmission rights and the provision of transmission services to effect power and energy deliveries to, and sales by,each Pool Participant, (v)the administration of payments and receipts with respect to each Participant's purchase and sale of power and energy and transmission services, and (vi)the conducting of power supply and transmission studies and the development of programs for the acquisition or construction of power and transmission resources. NOW THEREFORE,the Pool Participant and LAMPS hereby agree, as follows: SEPARATE AGREEMENT Nothing herein contained in intended to modify any existing or future rights, obligations, performances, or procedures of UAMPS or any of its members except as specifically contracted herein between and among UAMPS and its Pool Participant. POOL PARTICIPANT A member of LAMPS becomes a Pool Participant by executing this Agreement as a separate contract from other agreements between UAMPS and the Pool Participant. 1 POOL ADMINISTRATION The Board of Directors of LAMPS, pursuant to the By-laws of DAMPS, shall be responsible for administering this Agreement to accomplish the objectives set forth herein, including coordinating the activities of UAMPS, as agent for each of the Pool Participants. POOL OPERATIONS A Pool Participant shall be obligated to purchase from the Pool all of its power and energy requirements in excess of its purchased or owned resources provided that the power supplied by the Pool is priced according to the type of sale. Types of sales: 1. Planned purchases from the Pool 2. Unplanned purchases from the Pool. Planned purchases will be those amounts of power and/or energy that the Pool Participant has scheduled through UAMPS at least one hour before such power and/or energy is required. Planned purchases will be sold on a take-or-pay basis with the price based upon negotiation at the time the power and/or energy is scheduled. Unplanned purchases will be those amounts of power and/or energy that the Pool Participant required, as determined by the Pool Participant's meter(s), that did not come from the Pool Participant's own resources including planned purchases under this Agreement. Unplanned purchases will be priced based upon the lowest cost power and/or energy available at the time the purchase is made. CONSIGNMENT OF RESOURCES A Pool Participant may consign any power resource owned or purchased by the Participant to UAMPS for inclusion in the Pool by execution from time to time of an Exhibit A specifying the type of resources,term of consignment, cost of resource,the delivery point, the point(s) of interconnection, the capacity in kW and the availability of the resource in kWh for the term. The cost category will be specified in mills per kWh or$per/kW month and shall state a price which shall prevail until changed by the Pool Participant by written notice to UAMPS not more frequently than monthly or as may be specified in Exhibit A. "Consignment Resources"will be offered by the Pool Participant upon terms wherein UAMPS is not obligated to pay for such resources but will make a best effort to market such resources. 2 POOL PARTICIPANT'S RESOURCES Nothing in this Agreement shall limit the Pool Participant from contracting for, incurring debt to build or otherwise obtaining an ownership interest in resources for such Pool Participant's own needs. Such additional resources, if any, shall not relieve the Pool Participant of any prior obligations incurred by such Pool Participant to DAMPS. ADMINISTRATION OF CONTRACTS BY DAMPS In order to fulfill its obligations under this Agreement, UAMPS,with consent of the Pool Participant, may contract for resources for such Pool Participant. Such contracted resources may be with other Pool Participants and/or other parties. Any such resources contracted by UAMPS will be administered for the account of the Pool Participant. Such resources shall be consigned to UAMPS for sale under this Agreement. Such contract or assignment by UAMPS or to UAMPS will not relieve the responsibilities of such contracts from the Pool Participant. The Pool Participant may assign any contracted resource, ownership right, or self-generation to UAMPS for administration, sale and/or operation for the account of the Pool Participant. Such assignment shall be exclusive in nature and will be accompanied by a separate agreement specifying the details of the assignment which will be attached to this Agreement as an exhibit and become a part hereof. An administration fee may be charged by UAMPS to cover expenses incurred for negotiating, scheduling and administering such contracts. Such fee will be determined by the UAMPS'Board of Directors as required to meet the actual costs thereof. SALE BY UAMPS UAMPS shall offer for sale to Pool Participants first,then to outside parties any and all Pool resources not committed to the Pool Participant commencing with the least costly contracted resources moving through to the more costly consigned resources. UAMPS shall make sales from contracted resources (for which it has made firm contractual commitments) before selling consigned resources or reserves. RECALL BY POOL PARTICIPANT A Pool Participant, having consigned a resource which has not been committed to another Pool Participant by UAMPS, may recall such resource for its own needs upon reasonable notice to UAMPS as may be specified in Exhibit A. Some elements to be considered in determining reasonable notice are: the effect of recall upon UAMPS'established schedule; probable damage to, or interference with; commitments to other Pool Participants; and the needs of the recalling Pool Participant. 3 TERM This Agreement shall become effective upon its execution by members of UAMPS whose combined load exceed 70 percent of the combined loads of all LAMPS members as of October 1, 1984. This Agreement shall continue in effect until terminated by written notice by either parry served at least five years prior to the stated termination date, but in no event shall the contract term exceed fifty years. However, such termination shall not relieve such Pool Participant or DAMPS of any obligation incurred under or pursuant to this Agreement prior to such termination or result in the loss or availability of any right or benefit of such Pool Participant or UAMPS which exists under any agreement or arrangement made hereunder between the Pool Participant and UAMPS prior to such termination which extends beyond the noticed date of termination. Dated this 1;p day of }_, 20 C 0 TRUCKEE•DON ER PUD UTAH ASSOCIATED MUNICIPAL fl j � POWER SYSTEMS /President t° Chairman ATT ATTEST' Secretary Secretary 4 FIRST AMENDMENT TO AMENDED AND RESTATED AGREEMENT FOR JOINT AND COOPERATIVE ACTION This First Amendment to the Amended and Restated Agreement for Joint and Cooperative Action dated as of September 21, 2005 ("Restated Agreement") is made and entered into between and among the public agencies which have executed the Restated Agreement pursuant to the provisions of the Utah Interlocal Co-Operation Act, Utah Code Title 11, Chapter 13, as amended. Section 11 of the Restated Agreement is hereby amended to read as follows: Section 11. Board of Directors. 11.1 The Board shall consist of the Member Representatives participating in each Project, which Member Representatives shall be elected or deemed elected as Directors as provided in this Section 11. The total number of Directors on the Board shall be not less than two, nor greater than the total number of Members and Equity Members. Directors shall be elected or deemed elected by the Member Representatives participating in each Project as follows: (a) One Director for every participant in the Project if there are eleven or fewer participants in the Project; or (b) Eleven Directors elected from the Project participants. If more than eleven participate in a Project, each of the four that have the greatest percentage entitlement share to the benefits of the Project shall automatically have their Member Representatives deemed elected as Directors, and Member Representatives shall elect seven additional Directors from among the other Project participants. Directors deemed elected from the four participants that have the greatest percentage entitlement share shall serve only for so long as the participant they represent has one of the four greatest percentage entitlement share to the benefits of the Project. Entitlement share percentages shall be determined annually. 11.2 Decisions on matters relating to a Project shall be made, in accordance with Section 13.3, at a Board Meeting and upon the vote of only those Directors representing the Members participating in such Project. As provided in Section 11.5, a Director may also be designated by a Member Representative to vote such Member's entitlement share in connection with a weighted vote. 1 11.3 Decisions of the Board on matters not relating to any Project or relating to more than one Project, including but not limited to membership, legal and financial matters, creation of new Projects, managerial and administrative matters and employment matters of UAMPS as a separate legal entity, shall be made by a majority of the Directors representing Equity Members at a Board Meeting. 11.4 A decision on a Project at a Board Meeting shall require a majority vote of the Directors that are elected or deemed elected from such Project and are present and voting at such Meeting, unless any Director elected or deemed elected from such Project calls for a weighted vote on a matter relating to such Project. If a weighted vote is so called, a decision of the Board on such matter shall require the vote of both (i) a majority of the Directors elected or deemed elected from such Project that are present and voting at such Meeting and (ii) a majority of the entitlement shares in such Project. A majority of the entitlement shares in each Project for purposes of the preceding sentence shall be determined by dividing the total entitlement shares represented by Directors who vote in favor of the decision by the total entitlement shares represented by Directors at the Meeting. 11.5 If a Member Representative that participates in a Project is not represented on the Board with respect to such Project, the Representative of such Member may designate a Director to vote such Member's entitlement share for the purpose of weighted votes only. The designation shall be in writing and shall be delivered to the Chair of the Board before the Meeting of the Board at which a Project weighted vote is taken. However, no Member may have its entitlement share represented by more than one Director. 11.6 Except for the initial election of Directors after the formation of a Project, Directors shall serve for a term of four years. To ensure continuity, historical perspective, and organizational memory, when a Project is initially formed, Members may elect Directors to staggered terms of less than four-year terms. Directors for the Pool Project shall serve for a term of one year. Directors deemed elected from the four participants that have the greatest percentage entitlement share shall serve only for so long as the participant they represent has one of the four greatest percentage entitlement share to the benefits of the Project. Entitlement share percentages shall be determined annually. 11.7 The Board shall meet at such times and places as the Chair of the Board shall direct, subject to the requirements of Utah law relating to notice of such meetings and the provisions of the Bylaws of UAMPS. 11.8 The Board is expressly authorized and empowered to make, alter or repeal the Bylaws of UAMPS and, together with the Project Management Committees and Committees of the Board provided for in Section 13 hereof, to exercise the powers conferred upon UAMPS by the Act and this Joint Action Agreement. 11.9 The Members and Equity Members acknowledge and agree that the protection afforded under the Utah Governmental Immunity Act, Title 63, Chapter 30, Utah Code Annotated 1953,as amended (the "Immunity Act"), shall be extended to 2 UAMPS and its officers and employees pursuant to Section 11-13-222 of the Act. It is the express intention of the Members that all of the protection afforded to Members and Equity Members and their officers and employees under the Immunity Act shall be extended to UAMPS and its officers and employees, the Member Representatives, and the Directors. Each Member or Equity Member (to the extent that it is a political subdivision of the State of Utah) hereby delegates to DAMPS, to the extent permitted by law, all of the powers, privileges and immunities conferred by the Immunity Act. Each Member or Equity Member that is not a political subdivision of the State of Utah agrees that, in providing services and performing its other functions pursuant to this Joint Action Agreement, UAMPS is performing essential governmental functions for the benefit of such Member or Equity Member. Accordingly, each such Member or Equity Member hereby delegates to UAMPS, to the extend permitted by law, all of the powers, privileges and immunities conferred upon such Member or Equity Member under the governmental immunity laws applicable to it ("Other Immunity Acts"), to the extend that such Other Immunity Acts are comparable to and consistent with the Immunity Act. UAMPS shall indemnify and defend the Directors, the Member Representatives and the officers and employees of UAMPS as provided in the Immunity Act. 11.10 Meetings of the Board may be held through electronic communication, as provided for in written procedures adopted by the Board. A Director participating in a Meeting through such means shall be considered present for purposes of a quorum and voting. IN WITNESS WHEREOF,this party hereto has caused this First Amendment to the Restated Agreement to be executed and attested by its proper officers,thereto duly authorized, and its official seal affixed hereto, pursuant to a resolution of its governing body, and deems itself bound hereby with all other parties executing a counterpart hereof. DATED this day 2005 BY: President of the Board ATTEST: District Clerk This First Amendment to the Restated Agreement as executed is hereby approved as being in proper form and compatible with the laws of the State of Utah. Authorized Attorney 3 POWER POOLING AGREEMENT BETWEEN UTAH ASSOCIATED MUNICIPAL POWER SYSTEMS AND TRUCKEE-DONNER PUD This Agreement creates an Electric Power Pool, herein called "Pool", and creates the rights and obligations between and among Utah Associated Municipal Power Systems(DAMPS)and Truckee-Donner PUD herein called "Pool Participant"under this Agreement. WITNESSETH WHEREAS,the Pool Participant has entered into, or contemplates entering into, Power Contracts for the purchase or sale of power and energy, WHEREAS, subject to the terms and conditions of this Agreement,each Pool Participant desires to appoint DAMPS as such Pool Participant's agent for(i)the economic and efficient scheduling and dispatch of power and energy as may apply, (ii)the purchase,for the account of such Pool Participant, of any power and energy which such Pool Participant may require as defined in this Agreement from time to time to meet the load of such Pool Participant's electric system or to provide reserves therefore, (iii)the sale, for the account of such Pool Participant,of any power and energy which such Pool Participant may have purchased or may own, but which such Pool Participant deems surplus to meet the load of such Pool Participant's electric system, (iv)the utilization of transmission rights and the provision of transmission services to effect power and energy deliveries to, and sales by,each Pool Participant, (v)the administration of payments and receipts with respect to each Participant's purchase and sale of power and energy and transmission services, and (vi)the conducting of power supply and transmission studies and the development of programs for the acquisition or construction of power and transmission resources. NOW THEREFORE,the Pool Participant and UAMPS hereby agree, as follows: SEPARATE AGREEMENT Nothing herein contained in intended to modify any existing or future rights,obligations, performances, or procedures of UAMPS or any of its members except as specifically contracted herein between and among UAMPS and its Pool Participant. POOL PARTICIPANT A member of UAMPS becomes a Pool Participant by executing this Agreement as a separate contract from other agreements between UAMPS and the Pool Participant. 1 POOL ADMINISTRATION The Board of Directors of DAMPS, pursuant to the By-laws of DAMPS, shall be responsible for administering this Agreement to accomplish the objectives set forth herein, including coordinating the activities of DAMPS, as agent for each of the Pool Participants. POOL OPERATIONS A Pool Participant shall be obligated to purchase from the Pool all of its power and energy requirements in excess of its purchased or owned resources provided that the power supplied by the Pool is priced according to the type of sale. Types of sales: 1. Planned purchases from the Pool 2. Unplanned purchases from the Pool. Planned purchases will be those amounts of power and/or energy that the Pool Participant has scheduled through UAMPS at least one hour before such power and/or energy is required. Planned purchases will be sold on a take-or-pay basis with the price based upon negotiation at the time the power and/or energy is scheduled. Unplanned purchases will be those amounts of power and/or energy that the Pool Participant required, as determined by the Pool Participant's meter(s),that did not come from the Pool Participant's own resources including planned purchases under this Agreement. Unplanned purchases will be priced based upon the lowest cost power and/or energy available at the time the purchase is made. CONSIGNMENT OF RESOURCES A Pool Participant may consign any power resource owned or purchased by the Participant to UAMPS for inclusion in the Pool by execution from time to time of an Exhibit A specifying the type of resources, term of consignment, cost of resource, the delivery point,the point(s)of interconnection,the capacity in kW and the availability of the resource in kWh for the term. The cost category will be specified in mills per kWh or$per/kW month and shall state a price which shall prevail until changed by the Pool Participant by written notice to UAMPS not more frequently than monthly or as may be specified in Exhibit A. "Consignment Resources"will be offered by the Pool Participant upon terms wherein UAMPS is not obligated to pay for such resources but will make a best effort to market such resources. 2 POOL PARTICIPANT'S RESOURCES Nothing in this Agreement shall limit the Pool Participant from contracting for, incurring debt to build or otherwise obtaining an ownership interest in resources for such Pool Participant's own needs. Such additional resources, if any,shall not relieve the Pool Participant of any prior obligations incurred by such Pool Participant to UAMPS. ADMINISTRATION OF CONTRACTS BY UAMPS In order to fulfill its obligations under this Agreement, UAMPS, with consent of the Pool Participant, may contract for resources for such Pool Participant. Such contracted resources may be with other Pool Participants and/or other parties. Any such resources contracted by UAMPS will be administered for the account of the Pool Participant. Such resources shall be consigned to UAMPS for sale under this Agreement. Such contract or assignment by UAMPS or to UAMPS will not relieve the responsibilities of such contracts from the Pool Participant. The Pool Participant may assign any contracted resource,ownership right, or self-generation to UAMPS for administration, sale and/or operation for the account of the Pool Participant. Such assignment shall be exclusive in nature and will be accompanied by a separate agreement specifying the details of the assignment which will be attached to this Agreement as an exhibit and become a part hereof. An administration fee may be charged by UAMPS to cover expenses incurred for negotiating, scheduling and administering such contracts. Such fee will be determined by the UAMPS' Board of Directors as required to meet the actual costs thereof. SALE BY UAMPS UAMPS shall offer for sale to Pool Participants first,then to outside parties any and all Pool resources not committed to the Pool Participant commencing with the least costly contracted resources moving through to the more costly consigned resources. UAMPS shall make sales from contracted resources(for which it has made firm contractual commitments) before selling consigned resources or reserves. RECALL BY POOL PARTICIPANT A Pool Participant, having consigned a resource which has not been committed to another Pool Participant by UAMPS, may recall such resource for its own needs upon reasonable notice to UAMPS as may be specified in Exhibit A. Some elements to be considered in determining reasonable notice are: the effect of recall upon UAMPS'established schedule; probable damage to,or interference with; commitments to other Pool Participants; and the needs of the recalling Pool Participant. 3 TERM This Agreement shall become effective upon its execution by members of LAMPS whose combined load exceed 70 percent of the combined loads of all LAMPS members as of October 1, 1984. This Agreement shall continue in effect until terminated by written notice by either party served at least five years prior to the stated termination date, but in no event shall the contract term exceed fifty years. However, such termination shall not relieve such Pool Participant or LAMPS of any obligation incurred under or pursuant to this Agreement prior to such termination or result in the loss or availability of any right or benefit of such Pool Participant or UAMPS which exists under any agreement or arrangement made hereunder between the Pool Participant and LAMPS prior to such termination which extends beyond the noticed date of termination. Dated this day of , 2005, TRUCKEE-DONNER PUD UTAH ASSOCIATED MUNICIPAL POWER SYSTEMS President Chairman ATTEST ATTEST District Clerk Secretary 4