HomeMy WebLinkAbout2000-09-20 Agenda Packet - Board (5) i" Soon
Staff Report
To: Board of Directors
From: Stephen Hollabaugh-Power Supply Engineer
Date: September 14, 2000
Consideration of a resolution approving the form and authorizing the execution of a Power Sales
Contract with Utah Associated Municipal Power System for the Resource 2000 Project and
related matters.
Background
UAMPS is one of many bidders in an auction process being conducted by the seller a Project
and it is necessary to avoid disclosure of sensitive information regarding the price range that
DAMPS intends to bid for the Project and other matters in order to avoid putting UAMPS at a
competitive disadvantage in the auction process. Certain documents and information relating
to the Project are subject to confidentiality agreements, but such documents and information
has been made available for review by the Power Supply Engineer of the District, and that
summaries of the principal documents had also been provided by DAMPS and reviewed by
the District.
Engineering Report
I have reviewed the "Engineering Reports" prepared by GDS Associates, Inc. and Energy
Source LLC and found it to be a thorough analysis of the project.
GDS Associates, Inc. and Energy Source LLC, engineers and consultants retained by
UAMPS, have prepared their reports covering various engineering and economic matters
regarding the Project (collectively, the "Engineering Reports"). It was noted that UAMPS has
classified the Engineering Reports as "protected records", has asserted a claim of business
confidentiality with respect to the Engineering Reports and the information contained in them
and has provided them to the District with the understanding that the District would also
classify the Engineering Reports as "protected records". The Engineering Reports include a
detailed description of the physical assets included in the Project, together with discussions
and analysis of-.
• the past and projected operating performance of the Project;
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• the operation and maintenance processes and procedures at the Project and the
past and projected operation and maintenance expenditures at the Project;
• the fuel supply used to operate the Project and the past and projected costs of the
fuel supply;
• the past and current staffing of the Project;
• various environmental and regulatory matters regarding the Project;
• the projected capital expenditures necessary for the continued operation of the
Project and the remaining useful life of the Project; and
• a comparison of the projected total costs of the Project and the projected market
price of electric energy in the western U.S.
DAMPS and the District have reviewed and discussed the principal conclusions set forth in
the Engineering Reports and the summaries of the purchase and sale agreement and the
transition agreement described in the Power Sales Contract.
District's Future Power Requirements
In prior workshops, I have discussed the power and energy requirements of the District along
with the volatile wholesale power market.
1 described how the District would utilize its Entitlement Share in the electric energy generated
by the Project, acquired by the District pursuant to the Power Sales Contract, to meet the
existing and reasonably anticipated requirements of the District for supplies of electric energy.
As stated in the past Board meetings, the factors affecting other power supply resources and
the economies of scale that will be achieved by participating in the Project with other members
of UAMPS. I have described what the District's Entitlement Share would provide a long-term
supply of electric energy at cost-based prices and would reduce the District's need for electric
power and energy from outside sources that could be subject to price escalation and volatility
in future years. UAMPS has advised the District that the pro forma projected Project cost
estimates provided to the Member provided DAMPS' best estimate of the projected costs of
the Project and that UAMPS would not bid a purchase price for the Project that would
materially and adversely affect these cost estimates.
Power Sales Contract
I have attached the form of the Power Sales Contract to this Staff Report. I will review the
principal terms and provisions of the Power Sales Contract. These terms and provisions were
discussed previously in detail by Stephen Hollabaugh, Steve Gross and Margaret McGoldrick
of Spiegel McDiarmid.
Under the Power Sales Contract, the District could lay-off any portion of the firm electric
energy attributable to its Entitlement Share that may be surplus to the Member's requirements
during the initial years of the ownership of the Project and that UAMPS had agreed to use its
best efforts to market any such surplus. The District has not opted to lay-off any of its
Entitlement Share. Finally, in the event that DAMPS was not successful in its efforts to
acquire the Project, the District would be obligated to pay its share of the costs and expenses
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incurred by UAMPS in its investigation of the Project that exceeded the amounts previously
appropriated for that purpose by UAMPS.
Resolution
Attached is the resolution, if approved would, authorize the execution and delivery of the
Resource 2000 Project Power Sales Contract with Utah Associated Municipal Power Systems
in connection with the Resource 2000 Project of UAMPS and related matters.
Recommendation
I recommend that the Board authorize a Resolution approving the form and authorizing the
execution of a Power Sales Contract with Utah Associated Municipal Power System for the
Resource 2000 Project and related matters.
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RESOLUTION No.
A RESOLUTION AUTHORIZING THE EXECUTION AND DELIVERY OF THE
RESOURCE 2000 PROJECT POWER SALES CONTRACT WITH UTAH
ASSOCIATED MUNICIPAL POWER SYSTEMS IN CONNECTION WITH THE
RESOURCE 2000 PROJECT OF VAMPS AND RELATED MATTERS.
WHEREAS, Truckee Donner Public Utility District, a public utility district organized under
the laws of the State of California(the "Member')is in the process of becoming a member of Utah
Associated Municipal Power Systems("UAMPS')pursuant to the provisions of the Utah Associated
Municipal Power Systems Amended and Restated Agreement for Joint and Cooperative Action, as
amended and supplemented (the "Organization Agreement');
WHEREAS, one of the purposes of UAMPS under the Organization Agreement is the
acquisition of electric generating facilities in order to secure reliable, economic sources of electric
power and energy for its members;
WHEREAS, UAMPS has proposed to pursue the acquisition of certain electric generating
facilities (the "Project');
WHEREAS,in order to obtain a long-term supply of electric energy and to enable UAMPS to
proceed with the acquisition of the Project, the Member desires to enter into the Resource 2000
Project Power Sales Contract(the "Power Sales Contract')with UAMPS; and
WHEREAS,the Member acknowledges that the absolute and unconditional obligation of the
Member to make the payments provided for in the Power Sales Contract will be a special obligation
of the Member and an operating expense of the Member's electric system,payable from the revenues
and other available funds of the electric system,whether or not the Project or any portion thereof is
acquired, completed, operable or operating and notwithstanding the suspension, interruption,
interference,reduction or curtailment of the output thereof for any reason whatsoever;
Now,THEREFORE,BE IT RESOLVED by the Governing Body of Truckee Donner Public Utility
District, a public utilty district, California, as follows:
Section 1. Execution and Delivery of the Power Sales Contract. The Power Sales
Contract,in substantially the form attached hereto as Exhibit B,is hereby authorized and approved,
and the President of the Board of Directors is hereby authorized,empowered and directed to execute
and deliver the Power Sales Contract on behalf of the Member,and the Clerk of the District is hereby
authorized, empowered and directed to attest such execution and to affix the corporate seal of the
Member to the Power Sales Contract,with such changes to the Power Sales Contract from the form
attached hereto as Exhibit A as shall be necessary to complete the form of the Power Sales Contract
or to correct any minor irregularities or ambiguities therein and as are approved by the President of
the Board of Directors, his execution thereof to constitute conclusive evidence of such approval.
Truckee Res
0864876/JCB/mt Authorizing Resolution
Section 2. Other Actions with Respect to the Power Sales Contract. The President of the
Board of Directors, the General Manager, legal counsel for the Member and other officers and
employees of the Member shall take all actions necessary or reasonably required to carry out, give
effect to, and consummate the transactions contemplated hereby and shall take all actions necessary
to carry out the execution and delivery of the Power Sales Contract and the performance thereof,
including, without limitation, the delivery of such closing certificates and opinions as may be
requested from time to time by DAMPS in connection with the issuance of Bonds to finance or
refinance the costs of the Project.
Section 3. Miscellaneous; Effective Date. (a) This resolution shall be and remain
irrepealable until the expiration or termination of the Power Sales Contract in accordance with its
terms.
(b) All previous acts and resolutions in conflict with this resolution or any part hereof
are hereby repealed to the extent of such conflict.
(c) In case any provision in this resolution shall be invalid, illegal or unenforceable,the
validity, legality and enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.
(d) This resolution shall take effect immediately upon its adoption and approval.
ADOPTED AND APPROVED this 20th day of September, 2000.
TRUCKEE DONNER PUBLIC UTILITY DISTRICT
BY:
Ron Hemig, President
ATTEST :
Peter L. Holtzmeister, Clerk
[SEAL]
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EXHIBIT A
[Sales Contract]
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TRUCKEE DONNER
RESOURCE 2000 PROJECT
POWER SALES CONTRACT
BETWEEN
UTAH ASSOCIATED MUNICIPAL POWER SYSTEMS
AND
TRUCKEE DONNER PUBLIC UTILITY DISTRICT,
A PUBLIC UTILITY DISTRICT, CALIFORNIA
DATED AS OF SEPTEMBER 1, 2000
1082042
0864876/7CB/mt
TABLE OF CONTENTS
PAGE
PREAMBLES.................................................................................................I
Section 1. Definitions and Explanations of Terms.....................................2
Section 2. Term of Contract............................................................. 12
Section 3. Acquisition of Project; Financing; Sale and Purchase of
Entitlement Share............................................................ 12
Section 4. Prepayments; Calculation of Prepayment Percentage,
Debt Service Percentage and Debt Service Share....................... 14
Section 5. Lay-Offs and Recalls of Firm Electric Energy........................... 17
Section 6. Operation, ,Maintenance and Management of the Project.............. 17
Section 7. Billing Periods, Billing and Payment ..................................... 18
Section 8. Deliveries of Firm Electric Energy; Coordination with
LAMPSPool................................................................. 21
Section 9. Point of Delivery; Metering; Reactive Power............................ 22
Section 10. Interruption or Reduction of Deliveries................................... 22
Section 11. Availability of Firm Electric Energy...................................... 23
Section 12. Insurance...................................................................... 23
Section 13. Annual Budget; Accounting................................................ 23
Section 14. Information to Be Made Available........................................ 24
Section 15. Additional Bonds and Refunding Bonds ................................. 25
Section 16. Disposition or Termination of the Project................................ 26
Section 17. Participant Covenants....................................................... 26
Section 18. Reserve and Contingency Fund............................................ 30
Section 19. Pledge of Payments.......................................................... 30
Section 20. Default by Participant....................................................... 30
Section 21. Continuing Obligation of Participant; Right of LAMPS to
Discontinue Service ......................................................... 31
Section 22. Transfer of Entitlement Share Following Default; Other
Actions by LAMPS ......................................................... 31
Section 23. Other Default by Participant................................................ 36
Section 24. Default by LAMPS.......................................................... 36
Section 25. Abandonment of Remedy................................................... 37
Section 26. Waiver of Default............................................................ 37
Section 27. Relationship to and Compliance with Other Instruments .............. 37
Section 28. Liability of Parties........................................................... 37
Section 29. Assignment of Power Sales Contract ..................................... 37
Section 30. Termination or Amendment of Power Sales Contract.................. 38
Section 31. Notices and Computation of Time......................................... 39
Section 32. Relationship of LAMPS and the Participant; Relationship
among Participants........................................................... 39
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Section 33. No Recourse Against Officers, Etc. of UAMPS or
Participant..................................................................... 40
Section 34. Applicable Law; Construction ............................................. 40
Section 35. Severability; No Merger .................................................... 40
EXHIBIT I Schedule of Participants, Entitlement Shares, Prepayment Percentages,
Debt Service Percentages and Debt Service Shares
EXHIBIT II Schedule of Lay-Off Energy and Takes
EXHIBIT III Form of Participant's Annual Information Report
EXHIBIT IV Form of Participant's Certificate
EXHIBIT V Form of Participant's Bring-Down Certificate
EXHIBIT VI Form of Opinion of Counsel to the Participant
EXHIBIT VII Form of Bring-Down Opinion of Counsel to the Participant
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--...................
RESOURCE 2000PROJECT
POWER.SALES CONTRACT
This POWER SALES CONTRACT made and entered into as of the first day of September,
2000, by and between UTAH ASSOCIATED MUNICIPAL POWER SYSTEVIs, a political subdivision
organized and existing under the laws of the State of Utah ("UAMPS') and Truckee Donner
Public Utility District, a public utility district organized under the laws of the State of California
(the `Participant").
W ITNESSETH:
WHEREAS, LAMPS was organized under the Interlocal Cooperation Act, Title 11,
Chapter 13, Utah Code Annotated 1953, as amended, as a separate legal entity to accomplish the
purposes of its Members' joint and cooperative action as set forth in the Utah Associated
Municipal Power Systems Amended and Restated Agreement for Joint and Cooperative Action
dated as of February 17, 1999, as amended and supplemented from time to time (the 'Joint
Action Agreement"), and to provide a means for those entities which are members of LAMPS to
secure power supply resources for their present and future needs;
WHEREAS, the Participant is authorized and empowered by applicable law to acquire
electric generating, transmission and related facilities and has, together with the other members
of LAMPS, delegated such authority and power to LAMPS pursuant to the Joint Action
Agreement;
WHEREAS, UAMPS is now pursuing the acquisition of certain electric generating facilities
and related properties (the `Project");
WHEREAS, in the event that DAMPS is successful in its efforts to acquire the Project,
UAMPS will sell Firm Electric Energy from the Project to the Participant pursuant to this Power
Sales Contract and to the other Participants pursuant to other Power Sales Contracts substantially
similar to this Contract;
WHEREAS, pursuant to Section 5 of this Power Sales Contract, the Participant may lay-off
to UAMPS all or a portion of its Entitlement Share during such periods of time that the Firm
Electric Energy associated with the Entitlement Share is anticipated not to be required by the
Participant and CAMPS will accept such lay-off and will use its best efforts to sell the Lay-Off
Energy or the Firm Electric Energy associated with it on terms most advantageous to the
Participant;
WHEREAS, in order to finance all or a portion of the Cost of Acquisition of the Project,
UAMPS will issue revenue bonds payable from the revenues derived by DAMPS from the
operation of the Project (the 'Bonds');
legal, valid and binding obligation of each respective Participant and for UAMPS to pledge the
payments required to be made in accordance with the Power Sales Contracts as security for the
payment of the Bonds;
WHEREAS, prior to its authorization of the execution, delivery and performance by the
Participant of this Power Sales Contract, the governing body of the Participant has undertaken a
review, or has caused a review to be made on its behalf by persons appointed or employed by the
Participant, of the Engineering Studies and Reports (as defined herein) regarding, among other
things, the Project and the capability thereof, the rights and obligations of UAMPS under the
Project Agreements, the Firm Electric Energy to be sold by UAMPS to the Participant hereunder
and the Participant's current and reasonably anticipated future requirements for Electric Power
and Electric Energy, including its requirements for reserve and peaking capacity and other
matters, and the governing body of the Participant has determined that it is necessary and
desirable for the Participant to enter into this Power Sales Contract in order to obtain an
additional supply of Firm Electric Energy pursuant to the terms and conditions set forth herein;
WHEREAS, pursuant to the Power Sales Contracts, UAMPS will own the Project, will
cause the Project to be operated and will schedule the Project Output for the joint and ratable
benefit of all of the Participants and, in order to maximize the benefits of the Project to the
Participant and to all other Participants, the Participant desires to authorize UAMPS to cause the
Project to be operated in accordance with Prudent Utility Practice and to take certain other
actions with respect to the disposition of the Project Output, all as provided herein; and
WHEREAS, DAMPS and the Participant are duly authorized under applicable provisions
of law, to execute, deliver and perform this Power Sales Contract and their respective governing
bodies and any regulatory agencies having jurisdiction have taken all necessary actions and
given all necessary approvals in order to constitute this Power Sales Contract legal, valid and
binding obligation of the parties hereto.
Now, THEREFORE, for and in consideration of the mutual covenants and agreements
herein contained, it is agreed by and between the parties hereto as follows:
Section 1. Definitions and Explanations of Terms. As used herein and in the recitals
hereto:
"Act" means the Interlocal Cooperation Act, Title 11, Chapter 13, Utah Code Annotated
1953, as amended, and other applicable provisions of law.
"Additional Bonds" means additional Bonds from time to time issued by UAMPS
pursuant to the Bond Documents and in accordance with this Power Sales Contract.
"Additional Facilities" shall have the meaning set forth in the Bond Documents and shall
include, among other things, capital additions, betterments and replacements, any other facilities,
improvements, capital items, or costs directly and functionally related to the Project, including
transmission and related facilities and additional electric generating and related facilities located
at the Project site.
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"Annual Budget" means the budget adopted by UAMPS for each Contract Year pursuant
to the provisions of Section 13 hereof.
"Authorized Officer of DAMPS" means the Chairman of the Board of Directors, Vice-
Chairman of the Board, Secretary, Treasurer or General Manager of UAMPS authorized or
having delegated authority to perform specific acts or duties under the Power Sales Contracts by
resolution duly adopted by the Board.
"Billing Period" means such period of time as shall be established from time to time by
UAMPS for the preparation, calculation and billing of the amounts payable by the Participant
hereunder.
"Board" means the Board of Directors of UAMPS, acting in accordance with the
provisions of the Joint Action Agreement, or such other governing body of UAMPS as may be
established from time to time pursuant to the Joint Action Agreement and the Act.
"Bond Anticipation Notes"means notes or other short-term obligations referred to in the
Bond Documents.
"Bond Documents" means the bond resolution, indenture, trust agreement or other
instrument or instruments providing for the issuance of and the security for the Bonds and all
amendments thereof and supplements thereto.
"Bonds" means the bonds from time to time issued by UAMPS pursuant to the Bond
Documents to pay any part of the Cost of Acquisition of the Project and shall include Additional
Bonds and Refunding Bonds.
"By-Laws" means the By-Laws of UAMPS adopted by the Board pursuant to the Joint
Action Agreement, as such By-Laws may be supplemented and amended from time to time.
"Contract Year" means the Fiscal Year of UAMPS, except that the first Contract Year
shall commence on the effective date of this Power Sales Contract (as determined pursuant to
Section 2 hereof). In the event that UAMPS changes its Fiscal Year for accounting purposes,
Contract Year shall, without further action, be amended to mean such Fiscal Year.
"Cost of Acquisition" means all costs and expenses heretofore or hereafter paid or
incurred by UAMPS in connection with the initial acquisition of the Project, including but not
limited to amounts paid or payable under the Purchase and Sale Agreement as the purchase price
of the Initial Facilities and all costs and expenses incurred by UAMPS in connection with its
investigation, negotiation and review of the Project and the Project Agreements, all expenses
preliminary and incidental thereto, and the cost of planning, designing, acquiring, constructing
and placing in operation any Additional Facilities. Cost of Acquisition shall further include, but
shall not be limited to, the following:
(1) working capital and reserve requirements of the Project, including, without
limitation, amounts for deposit into the Reserve and Contingency Fund and those items
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set forth in the definition of Operation and Maintenance Costs, as may be determined
from time to time by UAMPS;
(2) interest accruing in whole or in part (a) on Bonds issued to pay all or any
portion of the Cost of Acquisition of the Project for such period as UAMPS shall
determine to be reasonably necessary and (b) on Bonds issued to pay all or any portion of
the costs of Additional Facilities prior to and during acquisition and construction thereof
and for such additional period as UAMPS may determine to be reasonably necessary for
placing such Additional Facilities in operation in accordance with the provisions of the
Bond Documents;
(3) the deposit or deposits, if any, required to be made under the Bond
Documents from the proceeds of Bonds into any fund or account established pursuant to
the Bond Documents to meet debt service reserve requirements for the Bonds and
premiums and fees payable for any credit or liquidity facilities with respect to the Bonds;
(4) the deposit or deposits required to be made under the Bond Documents
from the proceeds of Bonds into any fund or account established pursuant to the Bond
Documents which deposit or deposits are required by the Bond Documents;
(5) the payment of principal or redemption price of and interest on any Bond
Anticipation Notes issued for the purpose of providing short-term financing for the Cost
of Acquisition of the Project;
(6) planning and development costs, engineering fees, contractors' fees,
fiduciaries' fees, auditors' and accountants' fees, costs of obtaining governmental and
regulatory permits, rulings, licenses and approvals, the cost of real property, labor,
materials, equipment, supplies, training and testing costs, insurance premiums legal,
financial advisory and financing costs and issuance costs of the Bonds, costs of any
litigation related to the Project, the Project Agreements, this Power Sales Contract or the
interests and transactions contemplated by such agreements and this Power Sales
Contract, administrative and general costs, and all other costs properly allocable to the
initial acquisition of the Project and to the acquisition and construction of Additional
Facilities and placing the same in operation;
(7) all costs relating to litigation, claims or judgments not otherwise covered
by insurance and arising out of the acquisition, construction or operation of the Project;
(8) payment to UAMPS or any Participant to reimburse advances and
payments made or incurred for costs preliminary or incidental to the acquisition and
construction of the Project;
(9) legally required or permitted federal, state and local taxes relating to the
Project incurred during the period of the acquisition or construction thereof; and
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(10) all other costs incurred by DAMPS, and properly allocable to the
acquisition of the Project, including all costs financed by the issuance of Additional
Bonds.
"Debt Service Costs" means, for each Billing Period of each Contract Year, an amount
equal to the sum of(1) the interest accruing on the Bonds during such Billing Period, except to
the extent that amounts are on deposit under the Bond Documents to pay such interest from the
proceeds of Bonds, (2) the portion of the next due principal installment on the Bonds accruing on
the Bonds (which shall be deemed to accrue in the same manner as interest accrues) during such
Billing Period, all as calculated in accordance with the Bond Documents, (3) any additional
amounts necessary or required to be deposited into the Bond Fund or the Subordinated
Indebtedness Fund under the provisions of the Bond Documents, and (4) the accruing principal
of and interest on any bond anticipation notes or obligations subordinate to the Bonds issued by
UAMPS pursuant to the Bond Documents and amounts necessary to provide or replenish and
necessary reserves in connection with such obligations. Debt Service Costs shall also include
Trustee, paying agent, escrow agent and other fiduciaries' fees and expenses, the amounts
required to be paid from time to time to maintain any credit or liquidity instruments for and
ratings on the Bonds and other costs payable by UAMPS from time to time in connection with
the Bonds.
"Debt Service Percentage" means, with respect to each Participant and as of any date of
determination, the percentage obtained by subtracting the Participant's Prepayment Percentage
from the Participant's Entitlement Share. The Participant's initial Debt Service Percentage is set
forth on Exhibit I attached hereto.
"Debt Service Share" means, with respect to each Participant and as of any date of
determination, the actual percentage of Debt Service Costs payable by the Participant,
determined by dividing the Participant's Debt Service Percentage (expressed as a decimal) by the
sum (expressed as a decimal) of the Debt Service Percentages of all Participants, including the
Participant whose Debt Service Share is being determined. The Participant's initial Debt Service
Share is set forth on Exhibit I attached hereto.
"Electric Power"means electric power expressed in kilowatts (kW).
"Electric Energy"means electric energy expressed in kilowatt-hours (kWh).
"Engineering Studies and Reports" means collectively, (1) the written studies, analysis
and reports with respect to the Project prepared by GDS Associates, Inc. and EnergySource LLC,
and (2) the studies, memoranda and reports provided by UAMPS to the Participant regarding the
Participant's current and future electric requirements, certain cost comparisons and other legal,
engineering and environmental matters with respect to the Project.
"Entitlement Share"means, with respect to each Participant, that percentage of the initial
Project Capability shown opposite the name of such Participant in Exhibit I hereto, as the same
may be revised from time to time in accordance with the provisions of this Power Sales Contract.
The quantity of Electric Power represented by the Participant's Entitlement Share is expected to
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increase when the Project Capability increases upon the termination of the Participation
Agreement.
"Firm Electric Energy" means Electric Energy from the Project Output and Replacement
Electric Power and Energy which shall be sold by UAMPS and purchased by the Participant
pursuant to and during the term of this Power Sales Contract.
"Fiscal Year" means the annual accounting period of UAMPS as from time to time in
effect, initially a period commencing on April 1 of each calendar year and ending on March 31
of the next succeeding calendar year.
"Fuel Agent" means any entity appointed by UAMPS to manage or facilitate the
acquisition of fuel for the operation of the Project or the transportation of fuel to the Project.
"Fuel Agreement" means any agreement entered into by or on behalf of UAMPS for the
acquisition of fuel for the operation of the Project or the transportation of fuel to the Project.
"Initial Facilities" shall have the meaning set forth in the Bond Documents and shall
include, among other things, all facilities, structures, improvements and all real and personal
property acquired by UAMPS pursuant to the Purchase and Sale Agreement.
"Integrated Utility System" means any combination for operating or financing purposes
of the Participant's electric system with one or more of the other utility systems owned and
operated by the Participant including water, sewer, wastewater, natural gas and similar utility
systems.
"Joint Action Agreement" means the Utah Associated Municipal Power Systems
Amended and Restated Agreement for Joint and Cooperative Action dated as of February 17,
1999, as amended and supplemented from time to time.
"Lay-Off Energy" means that portion of the Project Capability and associated Firm
Electric Energy allocable to the Participant's Entitlement Share that the Participant has elected to
lay-off and assign to UAMPS in each year as provided in Section > and as set forth on Exhibit II.
"Members" means, collectively, each entity which has executed the Joint Action
Agreement or a supplement thereto.
"Month"means a calendar month.
"Operating Agent" means any entity that performs all or a substantial portion of the
operation and maintenance work on the Project under an Operating Agreement with UAMPS.
"Operating Agreement" means any contract between UAMPS and an Operating Agent
providing for the operation and maintenance of all or a substantial portion of the Project, as
amended and supplemented from time to time.
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"Operating and Scheduling Procedures" means those standards, procedures and criteria
determined by UAMPS from time to time with respect to the operation of the Project and the
Project Capability and the scheduling of the Project Output which shall, to the extent practicable,
promote the efficient and economic utilization of the Project, the Project Capability and the
Project Output consistent with Prudent Utility Practice for the benefit of the Participants taken as
a whole.
"Operation and Maintenance Costs" means, with respect to each Billing Period of each
Contract Year, all costs and expenses (other than Wheeling Costs and Debt Service Costs)
attributable to the Project that are paid, payable, incurred or accrued by UAMPS during each
Billing Period resulting from the ownership, operation, maintenance and termination of, and
repairs, renewals, replacements, additions, improvements, and betterments and modifications to,
the Project. Operation and Maintenance Costs shall further include, without limitation, the
following items of cost:
(1) any amount which UAMPS may be required during such Billing Period to
pay for the prevention or correction of any unusual loss or damage or for renewals,
replacements, repairs, additions, improvements, modifications and betterments which
arise out of or are required by the Project Agreements for which UAMPS shall be
obligated, but only to the extent that funds for such payment are not provided by the
issuance of Bonds or Prepayments made by the Participants;
(2) the costs of operating and maintaining the Project and of producing and
delivering Electric Power and Electric Energy therefrom during such Billing Period,
including the operation and maintenance expenses and fuel costs of the Project pursuant
to the Project Agreements, amounts payable to the Operating Agent and the Fuel Agent,
the portion of UAMPS' administrative and general expenses allocable or directly charged
to the Project, working capital and reserves for the payment of operation and maintenance
expenses, and all other costs and expenses (but excluding depreciation) not included in
the costs specified in the other items of this definition and properly chargeable to the
Project;
(3) all costs properly allocable to the purchase of Replacement Electric Power
and Energy by UAMPS and shall include, without limitation, all direct and indirect costs
incurred by UAMPS in the purchase of Replacement Electric Power and Energy;
(4) legally required or permitted federal, state and local taxes and ad valorem
taxes or payments in lieu of ad valorem taxes, in each case related to the Project;
(5) all other amounts, including fuel costs, payable by UAMPS pursuant to
the provisions of the Project Agreements;
(6) any additional amount not specified in the other items of this definition
which must be paid by UAMPS during such Billing Period under the Project
Agreements;
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(7) amounts to be deposited into the Reserve and Contingency Fund
established pursuant to Section 18 hereof,
(8) legal, engineering and accounting fees and expenses, the cost of any
litigation related to the Project, the Project Agreements, this Power Sales Contract and
the interests and transactions contemplated by such agreements and this Power Sales
Contract, the costs of technical and advisory services and the cost of governmental and
regulatory permits and approvals, all to the extent allocable to the Project;
(9) the costs of Additional Facilities, but only to the extent not paid or
financed as a portion of the Cost of Acquisition;
(10) all other amounts payable by DAMPS under the terms of the Operating
Agreement; and
(11) the costs of, or reserves for the costs of, decommissioning or removing
from service all or any part of the Project.
"Participant" means the party defined as the Participant in the first paragraph of this
Power Sales Contract.
"Participants" means the parties, including the Participant, other than UAMPS, to the
Power Sales Contracts substantially similar hereto and named on Exhibit I hereto.
"Participant's Representative" means the officer, employee or other agent of the
Participant designated from time to time by the Participant as the Representative of the
Participant for purposes of the Joint Action Agreement, to whom all notices and other
communications to be given by UAMPS to the Participant hereunder shall be sent.
"Participation Agreement"means that Participation Agreement dated as of July 11, 1979
between the entity holding a participation interest in Unit 4 of the Project and the Seller, together
with (1) any assignment of the Participation Agreement from the Seiler to UAMPS, (2) any
amendment or supplement to the Participation Agreement or (3) any replacement agreement
entered into by UAMPS and the entity holding a participation interest in Unit 4 of the Project.
"Point of Delivery" means, with respect to each Participant, the point of interconnection
between the Participant's electric utility system and the transmission facilities of the applicable
control area utility, as set forth in the Operating and Scheduling Procedures.
"Pooling Agreement" means, collectively, the Power Pooling Agreements between
UAMPS and the Members and certain other entities providing for the establishment and
operation of the UAMPS Pool and related matters, including all supplements and appendices
thereto.
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"Power Purchase Agreement" means any contract between UAMPS and a Power
Purchaser for the sale of all or any portion of the Lay-Off Energy under all of the Power Sales
Contracts.
"Power Purchaser" means any "public agency" (as defined in the Act) that purchases all
or any part of the Lay-Off Energy from UAMPS pursuant to a Power Purchase Agreement.
"Power Sales Contract" means this Power Sales Contract between UAMPS and the
Participant and "Power Sales Contracts"means all of the Power Sales Contracts, dated the date
hereof, between UAMPS and the Participants, all of which are uniform in all material respects in
their terms, conditions and provisions, with the exception of the Entitlement Share, the
Prepayment Percentage, the Debt Service Percentage and the Debt Service Share for each of the
Participants and the other matters set forth in the Exhibits attached hereto.
"Prepayment" means any payment or payments made to UAMPS by the Participant
pursuant to Section 4 of this Power Sales Contract and designated as a Prepayment. Any
Prepayment made by the Participant shall constitute a prepayment of Debt Service Costs which,
but for such Prepayment, would otherwise be payable by the Participant.
"Prepayment Percentage" means, with respect to each Participant and as of any date of
determination, the percentage obtained by dividing (I) the sum of all Prepayments made by or
credited to the Participant, by (2) the sum of all Reference Project Costs as of such date as
determined and allocated to such computation by UAMPS, all as more fully provided in
Section 4 hereof. The Participant's initial Prepayment Percentage shall be calculated by UAMPS
and set forth on Exhibit I attached hereto as provided in Section 4(i) hereof.
"Project" means: (1) the acquisition of the Initial Facilities pursuant to the Purchase and
Sale Agreement, together with the other rights and interests acquired by UAMPS thereunder; and
(2) the acquisition, construction, improvement and equipping of any Additional Facilities.
"Project Agreements" means, collectively, the Purchase and Sale Agreement, the
Transition Agreement, the Participation Agreement, each Operating Agreement, each Fuel
Agreement and the Transmission Agreements.
"Project Capability" means the nominal Electric Power and associated Electric Energy
which the Project is capable of producing, including the peaking Electric Power and Electric
Energy that is available during the term of the Participation Agreement. Project Capability
initially means the aggregate amount of Electric Power shown on Exhibit I hereto and associated
Electric Energy. As of the date of this Power Sales Contract, UAMPS and the Participant
anticipate that the Project Capability will increase upon the expiration of the Participation
Agreement.
"Project Management Committee" means the committee of the Participants established
pursuant to Section 6 hereof which shall make certain decisions and recommendations with
respect to the operation and management of the Project as provided herein.
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'Project Output" means the amount of Electric Power and Electric Energy, if any, which
is actually generated by the Project in any particular hour.
"Prudent Utility Practice" means, as of any particular time, any of the practices, methods
and acts engaged in or approved by a significant portion of the electric utility industry at such
time, or which, in the exercise of reasonable judgment in light of facts known at such time, could
have been expected to accomplish the desired results at the lowest reasonable cost consistent
with good business practices, reliability, safety and expedition. Prudent Utility Practice is not
intended to be limited to the optimum practice, method or act to the exclusion of all others or to
be limited to the lowest-cost practice, method or act, but rather to be a spectrum of possible
practices, methods and acts, having due regard for manufacturers' warranties and the
jurisdiction.
'Purchase and Sale Agreement" means the agreement between the Seller and UAMPS
providing for the purchase and sale of the Initial Facilities.
"Qualified Independent Engineer" means a licensed or registered engineer or firm of
such engineers acceptable to DAMPS and recognized to be qualified in matters related to
municipal electric systems who shall (1) not be an officer or employee of the Participant or
UAMPS and (2) not have any substantial interest with, or be under the domination of, the
Participant or UAMPS.
"Reference Project Costs" means a nominal amount determined from time to time by
UAMPS prior to the proposed issuance of Bonds (other than Refunding Bonds) for purposes of
calculating the amount of any Prepayment to be made by the Participant as provided in Section 4
hereof. In determining Reference Project Costs, UAMPS shall calculate the sum of the
following items of the Cost of Acquisition of the Project: (1) those items described in the first
sentence of the definition of Cost of Acquisition; (2) those items set forth in clauses (1), (6), (7),
(8), (9) and (10) of the definition of Cost of Acquisition, but only to the extent that such items
are not related solely to the Bonds and the issuance thereof; and (3) such other items of cost
within the definition of Cost of Acquisition as UAMPS shall determine to be properly allocable
to the determination of Reference Project Costs.
"Refunding Bonds" means refunding Bonds from time to time issued by UAMPS
pursuant to the Bond Documents and in accordance with this Power Sales Contract.
"Replacement Electric Power and Energy" means either or both Electric Power and
Electric Energy purchased by UAMPS for any period of time to replace Electric Power and
Electric Energy from the Project (1) in the event that the Project Output is unavailable for any
reason, (2) for economy purposes or(3) for any other reason.
"Reserve and Contingency Fund" means the fund by that name established pursuant to
Section 18 hereof.
"Revenue Fund" means the fund by that name established pursuant to the Bond
Documents.
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"Schedule of Participants" means the schedule of Participants and their respective
Entitlement Shares, Prepayment Percentages, Debt Service Percentages and Debt Service Shares
attached hereto as Exhibit I, as the same may be amended or supplemented from time to time in
accordance with the provisions hereof.
"Seller" means the party that enters into the Purchase and Sale Agreement and the
Transition Agreement with UAMPS.
"Transition Agreement" means the Transitional Power Purchase Agreement between
UAMPS and the Seller providing the Seller with the option to purchase all or any portion of the
output of the Project during a specified transition period, at the prices and upon the terms
specified therein.
"Transmission Agreements" means any and all contractual arrangements or agreements
providing for the transmission of Project Output to the Participant's Point of Delivery.
"Trustee" means the bank or trust company acting as the trustee under the Bond
Documents.
"UAMPS" means Utah Associated Municipal Power Systems, a political subdivision
organized and existing under the laws of the State of Utah, the Act and the Joint Action
Agreement, and its successors. All references to UAMPS in this Power Sales Contract shall
include Authorized Officers of UAMPS and their delegees acting pursuant to specific
authorization by the Board.
"UAMPS Pool" means that certain electric power pool established pursuant to the
Pooling Agreement between UAMPS and the Members and certain other entities under which
UAMPS provides certain services with respect to the scheduling, dispatch and the sale of
Electric Power and Electric Energy and other matters pursuant to the operating criteria and
procedures provided for in the Pooling Agreement.
"Uncontrollable Force" means any cause, event or force beyond the control of the party
affected, including, but not restricted to failure, or threat of failure of facilities, flood, earthquake,
storm, fire, lightening, epidemic, war, riot, civil disturbance or disobedience, labor dispute, labor
or material shortage, sabotage, and restraint by court or public authority and action or non-action
by, or inability to obtain the necessary authorizations or approvals from, any governmental
agency or authority, which by exercise of due diligence and foresight such party could not
reasonably have been expected to avoid and which by exercise of due diligence it shall be unable
to overcome.
"Uniform System of Accounts" means the Federal Energy Regulatory Commission
Uniform Systems of Accounts Prescribed for Public Utilities and Licensees Subject to the
Provisions of the Federal Power Act, 18 C.F.R. Part 101, as the same may be modified, amended
or supplemented from time to time or such other system of accounting as may be applicable by
law to UAMPS.
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"Utility Contracts" means all contracts of the Participant for the purchase or sale by the
Participant of any or all of Electric Power, Electric Energy and transmission service, including
contracts pursuant to which the Participant agrees to take or pay, or take and pay, for any or all
of Electric Power, Electric Energy and transmission service, all to the extent related to the
Participant's electric system.
"Wheeling Costs" means, for each Billing Period of each Contract Year, all costs and
expenses paid, payable, incurred or accrued by UAMPS during such Billing Period for the
transmission of Firm Electric Energy from the Project (or Replacement Electric Power and
Energy) to the Participant's Point of Delivery pursuant to the Transmission Agreements or
otherwise.
Section 2. Term of Contract. (a) This Power Sales Contract shall become effective
upon the execution and delivery of Power Sales Contracts by UAMPS and by all Participants
listed in Exhibit I hereto, and shall, unless this Power Sales Contract is terminated pursuant to
Section 30, continue until the last to occur of the following: (1) the date on which the principal
of, premium, if any, and interest on all Bonds have been paid or sufficient funds shall have been
irrevocably set aside for the full defeasance thereof and all other obligations of UAMPS under
the Bond Documents have been paid or satisfied, all as determined in accordance with the Bond
Documents; and (2) February 17, 2049 or such later date to which UAMPS' existence shall be
extended; provided, however, that in compliance with the Act, the term of this Power Sales
Contract shall not extend for more than fifty years from the effective date of this Power Sales
Contract.
(b) If DAMPS' existence as a political subdivision (or the existence of a successor to
UAMPS which shall have assumed UAMPS' obligations hereunder) shall be extended beyond
February 17, 2049, and UAMPS or such successor shall continue to operate the Project, then
UAMPS (or any such successor), if and to the extent then permitted by applicable law, will offer
to all the Participants participation in the rights and benefits of the Project in proportion to their
respective Entitlement Shares under the Power Sales Contracts. Any such future participation
shall be on substantially the same applicable terms and conditions as provided for by the Power
Sales Contracts. UAMPS agrees that, if and to the extent it is legally able to do so, it will, in
connection with any extension of the Joint Action Agreement, take any steps necessary to
recognize and preserve the rights granted pursuant to this paragraph.
Section 3. Acquisition of Project; Financing; Sale and Purchase of Entitlement Share.
(a) UAMPS shall use its best efforts to (1) acquire the Project, (2) complete such acquisition
pursuant to the Purchase and Sale Agreement and (3) finance the portion of the initial Cost of
Acquisition of the Project that is not paid from Prepayments made by the Participants through
the issuance of Bonds or other obligations of UAMPS. UAMPS may issue bond anticipation
notes or other obligations pursuant to the Bond Documents to finance all or a portion of the costs
incurred in its investigation and development of the Project, including any item of the Cost of
Acquisition. The Participant and UAMPS understand and agree that there can be no assurance
that UAMPS will be successful in its efforts to acquire the Project.
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(b) In the event that UAMPS is successful in its efforts to acquire the Project, UAMPS
will give notice to each of the Participants of the anticipated closing date under the Purchase and
Sale Agreement. From and after the date of the initial acquisition by UAMPS of the Project,
UAMPS shall sell to the Participant, and the Participant shall purchase from UAMPS, the
Participant's Entitlement Share. As of the date of the execution of this Power Sales Contract, the
Entitlement Shares of the Participants set forth on Exhibit I hereto are preliminary and subject to
adjustment. Adjustments to the Entitlement Shares of the Participants may result from the
failure of one or more entities to approve and execute a Power Sales Contract or the approval and
execution of Power Sales Contracts by other entities. Following the execution of Power Sales
Contracts by all Participants, UAMPS shall prepare and mail to each Participant a revised
Exhibit I that shows the adjusted Entitlement Shares of all Participants. In no event shall the
adjusted Entitlement Share of any Participant be greater than its Entitlement Share shown on the
preliminary Exhibit I unless such Participant shall consent in writing to the increase in its
Entitlement Share.
(c) UAMPS and the Participant acknowledge that it is expected that the Seller will take
and purchase a substantial portion of the Project Output during the term of the Transition
Agreement. As a result, Firm Electric Energy will likely not be available to the Participant from
its Entitlement Share during the term of the Transition Agreement. UAMPS will use its best
efforts to market any Project Output that is not taken by the Seller during the term of the
Transition Agreement. Notwithstanding the sale of Project Output pursuant to the Transition
Agreement, the Participant agrees that, from and after the date of the initial acquisition of the
Project by UAMPS, it will make the payments described in paragraph (d) below.
(d) In consideration of the sale of its Entitlement Share, the Participant shall, in
accordance with and subject to the provisions of Section 7, pay to UAMPS in each Billing
Period: (1) for its share of Debt Service Costs, an amount determined by multiplying Debt
Service Costs for such Billing Period by the Participant's Debt Service Share; (2) for its share of
Operation and Maintenance Costs, an amount determined by multiplying Operation and
Maintenance Costs for such Billing Period by the Participant's Entitlement Share; and (3) the
Wheeling Costs actually incurred in transmitting the Firm Electric Energy allocable to the
Participant's Entitlement Share to the Participant's Point of Delivery for such Billing Period.
The first Billing Period shall commence in the month in which UAMPS acquires the Project
pursuant to the Purchase and Sale Agreement. The Participant shall receive a credit for its
allocable share of all payments or income received by UAMPS under the Project Agreements,
including revenues received by UAMPS from the sale of Project Output pursuant to the
Transition Agreement. Each such payment is to be computed and made as provided in Section 7
hereof.
(e) In the event that UAMPS is not successful in its efforts to acquire the Project for
whatever reason, UAMPS will give notice to each of the Participants. UAMPS will then make a
final accounting of all costs and expenses incurred by it with respect to its investigation and
development of the Project. To the extent such costs and expenses exceed the amounts
previously appropriated by the Board, UAMPS may bill to and collect from each Participant an
amount equal to the product of the Participant's Entitlement Share and such excess costs and
expenses. UAMPS will use its best efforts to wind up all matters relating to the Project as
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promptly as practicable following its determination that it will not be able to complete the
acquisition of the Project.
Section 4. Prepayments; Calculation of Prepayment Percentage, Debt Service
Percentage and Debt Service Share. (a) In order to prepay all or any portion of the Debt Service
Costs that would be allocable to the Participant's Entitlement Share, the Participant may elect to
make one or more Prepayments to UAMPS pursuant to and in accordance with the procedures
set forth in this Section 4. The Participant may not elect to make a Prepayment except at the time
of the financing of the Cost of Acquisition of the Project by UAMPS through the issuance of
Bonds, Additional Bonds or other obligations under the Bond Documents. In connection with
each Prepayment that may be made by the Participant pursuant to this Section 4, the Participant
acknowledges and agrees with UAMPS that:
(1) each Prepayment shall be held, invested and applied in accordance with
the provisions of, and subject to the limitations set forth in, the Bond Documents;
(2) the Participant's election to make a Prepayment shall be irrevocable and
under no circumstances whatsoever shall the Participant be entitled to a return or rebate
of all or any portion of any Prepayment, including without limitation, circumstances such
as the suspension, interruption, interference, reduction, curtailment or termination of the
Project or the Project Output;
(3) in the event of a default by the Participant hereunder, the Entitlement
Share of the Participant may be allocated or reallocated to the other Participants pursuant
to the procedures set forth in Section 22 hereof and, in the event that the Participant fails
to cure such default within the period provided for in Section 22, the Prepayment
Percentage of the defaulting Participant may be reduced to 0%;
(4) no Prepayment shall be deemed to constitute an investment by the
Participant and the Participant shall not be entitled to any interest, investment earnings or
rate of return on any amounts paid by it to UAMPS as a Prepayment; and
(5) notwithstanding any Prepayment by the Participant, UAMPS shall be
obligated to provide the Firm Electric Energy allocable to the Participant's Entitlement
Share only in accordance with the terms and provisions of this Power Sales Contract.
(b) UAMPS and the Participant agree that the following standards and parameters shall
govern the calculation by UAMPS from time to time of the amount of any Prepayment to be
made by the Participant and the calculation by UAMPS from time to time of the Participant's
Prepayment Percentage, Debt Service Percentage and Debt Service Share:
(1) as of any date of determination, the sum of the Participant's Prepayment
Percentage and the Participant's Debt Service Percentage shall equal the Participant's
Entitlement Share;
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(2) as of any date of determination, the sum of the Prepayment Percentages
and Debt Service Percentages of all Participants shall equal 100%;
(3) as of any date of determination, the sum of the Debt Service Shares of all
Participants having Prepayment Percentages that are less than their respective Entitlement
Shares shall equal 100%; and
(4) UAMPS shall have absolute and exclusive authority to establish escrow
arrangements governing the deposit and disbursement of each Prepayment and to
determine and calculate from time to time the Reference Project Costs and the
Participant's Prepayment Percentage, Debt Service Percentage and Debt Service Share,
and all such determinations and calculations by UAMPS shall be conclusive and binding
upon the Participant.
(c) After the purchase price of the Initial Facilities has been substantially finalized
under the Purchase and Sale Agreement and prior to the proposed issuance of any Additional
Bonds or other obligations pursuant to the Bond Documents, UAMPS shall provide the
Participant with an estimate of:
(1) the applicable Reference Project Costs; and
(2) the Entitlement Share of the Participant (as then proposed or as then in
effect) and the estimated maximum amount of the Prepayment that the Participant may
elect to make pursuant to this Section 4.
Reference Project Costs shall be determined by UAMPS in its sole discretion based upon the
items of the Cost of Acquisition to be financed in connection with the issuance of Bonds,
Additional Bonds or other obligations under the Bond Documents. The amount of Reference
Project Costs shall be determined from time to time so as to provide for a proportional allocation
of the Cost of Acquisition (other than items of the Cost of Acquisition related solely to the
Bonds) between Bond proceeds and Prepayments.
(d) UAMPS will exercise its best efforts to give at least 30 days (but in any event not
less than 15 days) written notice to the Participant of the date by which the Participant must elect
whether to make a Prepayment. This notice will include the information described in clauses (1)
and (2) of paragraph (c). The governing body of the Participant shall then determine whether to
make a Prepayment and the amount of the Prepayment. The amount of the Prepayment may be
any amount that is less than or equal to the product of the Participant's Entitlement Share
(expressed as a decimal) and the Reference Project Costs, and shall be subject to adjustment as
provided in paragraph (g) below. The Participant shall give notice to UAMPS of the
determination of its governing body by the date specified in the notice given by UAMPS. In the
event that the Participant does not notify UAMPS of the determination of its governing body by
the date specified in the notice provided by UAMPS, the Participant shall be deemed to have
elected not to make a Prepayment. After each Participant has notified (or is deemed to have
notified) UAMPS of its election regarding a Prepayment, UAMPS shall complete (or revise, as
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applicable) Exhibit I and provide a copy of the completed or revised Exhibit I to each of the
Participants.
(e) If the governing body of the Participant elects to make any such Prepayment, the
governing body shall find and determine, and the Participant shall certify to UAMPS (in the
certificate of the Participant attached hereto as Exhibit V), among other things, that:
(1) the amounts used to make such Prepayment are derived from retained
earnings of the Participant's electric enterprise fund or other legally available moneys of
the Participant that do not represent the proceeds of any borrowing by the Participant; and
(2) the Participant will deposit or has deposited, as applicable, with the
Trustee appointed under the Bond Documents, an amount equal to the estimated amount
of the Prepayment to be made by the Participant, all in accordance with Prepayment
escrow instructions provided by UAMPS.
(f) If the governing body of the Participant elects to make any such Prepayment,
UAMPS will then provide the Participant with at least 15 days notice of the date by which the
Participant must deposit the amount of the Prepayment into the escrow established by UAMPS.
The arrangements for such special escrow account shall provide for the investment of the amount
so deposited and for the disbursement of such amount and the investment earnings thereon by the
Trustee upon the direction of UAMPS to pay a portion of the Cost of Acquisition of the Project.
(g) The Participant acknowledges and agrees that the estimated amount of the
Prepayment to be made by the Participant will be subject to adjustment to reflect the actual cost
of the various items included in Reference Project Costs. Not more than 90 days following the
date on which UAMPS shall have made a final disbursement of a Prepayment to pay the Cost of
Acquisition (or such later date as may be necessary due to the provisions of the Purchase and
Sale Agreement or otherwise), UAMPS shall render a final accounting statement to the
Participant setting forth a final computation of the amount of the Prepayment, the amount
deposited into the special escrow account by the Participant, the investment earnings thereon and
the amount disbursed therefrom upon the order of UAMPS, and any additional amount payable
by the Participant in respect of the Prepayment or any amount remaining on deposit in the special
escrow account to be credited to the Participant or applied in accordance with the provisions of
the Bond Documents. The Participant agrees that it will pay any additional amount payable by it
in respect of the Prepayment on or before the 15th day following the date on which such final
accounting statement was rendered.
(h) Promptly after the issuance of any Additional Bonds or other obligations pursuant to
the Bond Documents, UAMPS shall make any necessary recalculations of the Prepayment
Percentage, Debt Service Percentage and the Debt Service Share of the Participant and provide
the Participant with a revised form of Exhibit 1, which shall also set forth the Reference Project
Costs. No action by the Board or the Project Management Committee shall be necessary in
connection with any such recalculation.
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Section 5. Lay-Offs and Recalls of Firm Electric Energy.
(a) Commencing on the expiration date of the Transition Agreement, the Participant
may lay-off and assign to UAMPS all or any portion of the Firm Electric Energy allocable to its
Entitlement Share. The purpose of this lay-off and assignment is to enable the Participant to
dispose of any Firm Electric Energy attributable to its Entitlement Share that is in excess of its
expected requirements during the initial years of this Power Sales Contract. The Participant will
recall and reduce the amount of its Lay-Off Energy over time to meet its projected requirements
for Firm Electric Energy. Exhibit II to this Power Sales Contract sets forth the schedule for the
Participant's Lay-Off Energy and its recall of the same.
(b) UAMPS will use its best efforts to enter into Power Purchase Agreements or to
make other arrangements for the sale of the Lay-Off Energy of the Participant and the other
Participants. In evaluating alternative offers for the purchase of the Lay-Off Energy, UAMPS
will give preference to Power Purchase Agreements that contain terms substantially similar to
this Power Sales Contract. Notwithstanding any sale of the Lay-Off Energy by UAMPS, the
Participant shall remain obligated for the payment of the Operation and Maintenance Costs and
Debt Service Costs allocable to its Entitlement Share.
(c) The Participant shall receive a credit during each Billing Period for the net revenues
realized by UAMPS from the sale of the Participant's Lay-Off Energy. In the event that the net
revenues realized by UAMPS from the sale of the Lay-Off Energy of all of the Participants are
less than or greater than the Operation and Maintenance Costs and Debt Service Costs allocable
to such sale, such net revenues will be allocated proportionately among all Participants based
upon their respective amounts of Lay-Off Energy.
Section 6. Operation, Maintenance and Management of the Project. (a) Subject to the
provisions of the Project Agreements, UAMPS covenants and agrees that it will use its best
efforts to operate, maintain and manage the Project or cause the same to be operated, maintained
and managed in an efficient and economical manner in accordance with Prudent Utility Practice
for the joint and ratable benefit of all of the Participants. UAMPS agrees with and covenants to
the Participant that UAMPS will vigorously enforce and defend its rights under the Project
Agreements. The Participant acknowledges and agrees that UAMPS may from time to time
enter into amendments of and supplements to any or all of the Project Agreements and that,
except as otherwise required by Section 27(b) hereof, UAMPS will not be required to obtain the
consent or approval of the Participant in connection with any such supplement or amendment.
(b) The Participant hereby acknowledges and agrees that, in order to promote the
efficient and economical utilization of the Project and to fully realize the benefits to the
Participants of their joint and cooperative undertaking, it is necessary and desirable that UAMPS
operate the Project and schedule and utilize the Project Output in accordance with the Operating
and Scheduling Procedures provided for herein, and the Participant hereby delegates to UAMPS
and authorizes UAMPS to exercise all legal right, power and authority possessed by UAMPS or
the Participant to acquire, construct, own, manage and operate the Project.
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(c) The Participants hereby establish the Project Management Committee, which shall
consist of one voting representative from each Participant (who shall be the Participant's
Representative) and shall be chaired by a Participant's Representative elected by the Project
Management Committee. An Authorized Officer of UAMPS shall attend all meetings of the
Project Management Committee and shall cause minutes to be kept of all such meetings. The
Joint Action Agreement and the By-Laws of UAMPS shall govern the procedures for and the
voting rights on the Project Management Committee,provided that:
(1) The Participant's Representative of any Participant that is in default
hereunder shall not be entitled to vote on any matter during the period of such default and
the consent or approval of such Participant or such Participant's Representative shall not
be required to obtain any consent or approval required hereunder during the existence of
such default or to constitute a quorum of the Project Management Committee;
(2) A unanimous vote of all Project Management Committee Representatives
shall be required on all decisions which would result in the termination of the Project;
and
(3) In the event that UAMPS has entered into one or more Power Purchase
Agreements providing for the sale of all or any portion of the Lay-Off Energy on a basis
comparable to the provisions of this Power Sales Contract, UAMPS may provide
participation and voting rights on the Project Management Committee to the Power
Purchaser or Purchasers under such Power Purchase Agreements, but such participation
and voting rights shall extend only to decisions of the Project Management Committee
(other than weighted votes and votes of the Project Management Committee that are
required to be unanimous under this Power Sales Contract) and not to any decision of the
Board with respect to the Project. All decisions made by the Project Management
Committee shall be made by resolution, order or other appropriate action of the Project
Management Committee and, before such resolution, order or action of the Project
Management Committee shall take effect, the same shall be ratified and approved by
resolution, order or action of the Board, acting in accordance with the Joint Action
Agreement and the By-Laws of UAMPS.
(d) The Project Management Committee shall: (1) review, provide advice and
recommendations to and consult with UAMPS regarding the Project, the Project Agreements, the
Operating and Scheduling Procedures and related matters; (2) review, modify and recommend
the Annual Budget and any amendments thereto to the Board; and (3) review, recommend and
approve any Additional Facilities to the Board.
Section 7. Billing Periods, Billing and Payment. (a) The initial Billing Period to be
used for the preparation, calculation and billing of the amounts payable by the Participant
hereunder shall be a Month. In order to promote the efficient and economic administration of the
Project, UAMPS may, at any time after the end of the initial Contract Year and from time to time
thereafter, adopt another standard period of time as the Billing Period hereunder. In addition to
the foregoing, UAMPS may from time to time revise the billing and payment procedures
provided for in this Section 7 to promote the efficient and economic administration of the Project
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or to conform such billing procedures to those utilized in connection with other projects of
UAMPS. Any change in the Billing Period or in such billing and payment shall be made in the
Annual Budget provided for in Section 13 hereof and shall not be effective for at least 15 days
after the mailing of notice of such change in the Billing Period or in the billing and payment
procedures to the Participant. At the time of the mailing of such Annual Budget, UAMPS shall
send to the Participant a revised form of paragraphs (b) and (c) of this Section 7, which shall
reflect any changes in the dates of billing and payment and the method thereof that are necessary
or desirable to make this Section 7 correspond to the new Billing Period, such changes to
become effective on the date the new Billing Period takes effect. The Participant hereby
delegates to the Participant's Representative full authority to approve or disapprove and agree or
disagree to such changes in the billing procedures on behalf of the Participant. In no event shall
any such change in the Billing Period or in the billing and payment procedures change in any
manner whatsoever the amounts payable by the Participant pursuant to this Section 7 in respect
of Operation and Maintenance Costs, Wheeling Costs and Debt Service Costs.
(b) For so long as the Billing Period is a Month, on or before the 25th day after the end
of each Billing Period beginning with the first Billing Period in the first Contract Year, UAMPS
shall render to the Participant a billing statement showing the amount payable by the Participant
for such Billing Period in respect of: (1) Operation and Maintenance Costs; (2) Wheeling Costs;
(3) Debt Service Costs; and (4) any other amounts, adjustments or reconciliations payable by or
credited to such Participant pursuant to this Power Sales Contract or the Bond Documents and
not otherwise shown, including items of the Cost of Acquisition of the Project not then or not to
be financed by the issuance of Bonds or Prepayments which have theretofore been incurred or
are then due and payable by UAMPS. The Participant shall pay the total of such amounts at the
time specified in paragraph (c) of this Section 7, as the same may be revised from time to time.
The billing statement for each Billing Period shall be based, to the fullest extent practicable,
upon the actual operation of the Project during such Billing Period. To the extent that any billing
statement rendered by UAMPS shall have included any estimated amounts in respect of the
Participant's share of Operation and Maintenance Costs, Wheeling Costs or other amounts (or to
the extent that Debt Service Costs shall have changed as the result of the issuance of Additional
Bonds or Refunding Bonds), such estimated amounts shall be reconciled at least once during
each Contract Year with the actual operation and scheduling of the Project and the Participant
shall receive a bill or credit, as applicable, to reflect such reconciliations pursuant to clause (4) of
this paragraph(b).
(c) Payments required to be paid by the Participant to UAMPS pursuant to this
Section 7 shall be due and payable to UAMPS at the principal office of UAMPS, or such other
address as UAMPS shall designate in writing to the Participant, on the 15th day following the
date on which the billing statement was rendered or at such other time as may be established by
UAMPS pursuant to paragraph(a) above.
(d) If payment in full is not made on or before the close of business on the due date,
UAMPS shall impose a delayed-payment charge on the unpaid amount due for each day overdue
at a rate equal to the lesser of one percent per month, compounded monthly, or the maximum
rate lawfully payable by the Participant; provided, however, that UAMPS, acting upon the
direction of the Board, may elect to waive such delayed-payment charge but only to the extent
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that any such waiver will not adversely affect the ability of UAMPS to meet its payment
obligations under the Project Agreements or the Bond Documents. If said due date is Saturday,
Sunday or a holiday, the next following business day shall be the last day on which payment may
be made without the addition of the delayed-payment charge.
(e) In the event of any dispute as to any portion of the billing statement for such Billing
Period, the Participant shall nevertheless pay the full amount of the disputed charges when due
and shall give written notice of the dispute to UAMPS not later than the 60th day after such
billing statement was submitted. Such notice shall identify the disputed billing statement, state
the amount in dispute and set forth a full statement of the grounds for such dispute. No
adjustment shall be considered or made for disputed charges unless notice is given as aforesaid.
UAMPS shall give consideration to such dispute and shall advise the Participant with regard to
its position relative thereto within thirty (30) days following receipt of such written notice. Upon
final determination (whether by agreement or determination by the Board) of the correct amount,
any difference between such correct amount and such full amount shall be accounted for in the
billing statement next submitted to the Participant after such determination.
(f) Debt Service Costs, including any adjustments thereto, shall be determined by
UAMPS in accordance with the Bond Documents. Operation and Maintenance Costs and
Wheeling Costs, including any adjustments thereto, shall be determined by UAMPS in
accordance with the applicable provisions of this Power Sales Contract and the Project
Agreements. The Participant shall pay all such amounts pursuant to this Section 7.
(g) The obligation of the Participant to make the payments under this Section 7 for
Operation and Maintenance Costs, Wheeling Costs, Debt Service Costs and other amounts
payable by the Participant pursuant to this Section 7 is a several obligation and not a joint
obligation with those of any other Participant. The aforesaid obligation of the Participant to
make the payments under this Section 7 shall constitute an obligation of the Participant and an
operating expense of the Participant's electric system payable solely from the revenues and other
available funds of the electric system and shall constitute a cost of purchased Electric Power and
Electric Energy. Such payments shall be made whether or not the Project or any portion thereof
is acquired, completed, operable or operating and notwithstanding the suspension, interruption,
interference, reduction or curtailment of the Project Output, or any termination of any of the
Project Agreements, for any reason whatsoever, in whole or in part. The obligations of the
Participant to make such payments shall not be subject to any reduction, whether by offset,
counterclaim, or otherwise, and shall not be conditioned upon the performance by UAMPS under
this or any other agreement or instrument.
(h) Subject to the provision of the Project Agreements, UAMPS shall use its best efforts
to collect or cause to be collected amounts arising from insurance proceeds, condemnation
awards, damages due from contractors, subcontractors or others and proceeds from the sale or
other disposition of surplus property, all related to the Project, and shall apply all receipts,
revenues and other moneys received by it or credited to it from the foregoing sources to the
repair, reconstruction or replacement of the Project, to the retirement or defeasance of Bonds (in
whole or in part), by purchase, redemption or other arrangements therefor, to the payment of
other costs and expenses of UAMPS in connection with the Project or to the credit, pro rata, of
20
the Participants, based upon their Entitlement Shares in the Project, all as provided in the Bond
Documents.
(i) In the event that the failure of a Participant to make its payments in accordance with
its Power Sales Contract shall have resulted in the application of amounts in the Reserve and
Contingency Fund or in any reserve or working capital funds under the Bond Documents, any
amounts thereafter paid to DAMPS, including delayed-payment and interest charges, by such
defaulting Participant in respect of past due payments (1) shall be used to replenish such fund or
(2) to the extent that the other Participants shall have made up the deficiency created by such
application or paid additional amounts into any such funds, shall be credited, pro rata, on the
billing statements of such other Participants in the next Billing Period or Billing Periods as shall
be appropriate.
Section 8. Deliveries of Firm Electric Energy; Coordination with UAMPS Pool. (a)
From and after the date of the acquisition by DAMPS of the Project, the Participant shall be
entitled to use pursuant to this Section 8 the Firm Electric Energy allocable to the Participant's
Entitlement Share. UAMPS shall schedule or cause to be scheduled such Firm Electric Energy
in accordance with the Operating and Scheduling Procedures. UAMPS shall provide the
Participant with notice of any amendment to or modification of the Operating and Scheduling
Procedures.
(b) At any time the Project is operable or operating the Participant shall not be entitled
to use in any hour Firm Electric Energy in excess of that which is allocable to the Participant's
Entitlement Share, unless arrangements have been made for a planned purchase of such Firm
Electric Energy through the UAMPS Pool. The Participant agrees that, prior to the first delivery
of Firm Electric Energy under this Power Sales Contract, it will execute and deliver to UAMPS
an appendix to the Pooling Agreement that assigns the Firm Electric Energy allocable to the
Participant's Entitlement Share (net of any Lay-Off Energy assigned to UAMPS by the
Participant pursuant to the provisions of Section 5 above) to the UAMPS Pool. Any surplus
Firm Electric Energy attributable to the Participant's Entitlement Share shall be sold or otherwise
disposed of by the Participant only in accordance with the provisions of such appendix to the
Pooling Agreement. In addition to any sales of surplus Firm Electric Energy requested by the
Participant through the UAMPS Pool, UAMPS will utilize its best efforts to sell, exchange or
otherwise dispose of any incidental surplus Electric Power and Electric Energy attributable to
either or both the Project Output and Replacement Electric Power and Energy, for the benefit of
the Participants.
(c) Prior to the first delivery of Firm Electric Energy under this Power Sales Contract,
the Participant shall provide to UAMPS a written schedule of the Participant's available electric
resources and the order in which such resources are to be applied to meet the Participant's
requirements for Electric Power and Electric Energy. UAMPS shall verify all such resources
and promptly notify the Participant of any rejection of such resources. The Participant may
revise or modify such schedule upon written notice to UAMPS at least one business day prior to
the beginning of any Billing Period.
-21-
Section 9. Point of Delivery; Metering; Reactive Power. (a) In accordance with the
Transmission Agreements, Firm Electric Energy delivered to the Participant pursuant to Section
8 of this Power Sales Contract will be delivered at the Participant's Point of Delivery and the
Participant shall pay its share of Wheeling Costs as determined by UAMPS.
(b) The Participant shall be responsible for the delivery of Firm Electric Energy from
the Point of Delivery to the Participant's electric system and the payment of all costs of such
delivery.
(c) UAMPS will install, maintain and operate metering equipment necessary to measure
at the Participant's Point of Delivery the Participant's load, power factor and such other data as
shall be necessary to enable UAMPS to meet its obligations hereunder. At least once in each
Contract Year, UAMPS or its designee will make or cause to be made such tests and inspections
of the metering equipment as may be necessary to maintain them at standards of accuracy
consistent with Prudent Utility Practice. UAMPS shall provide the Participant with reasonable
notice of the date and time of such tests and inspections and shall permit representatives of the
Participant to be present when such tests and inspections are being made. UAMPS shall provide
the Participant with the results of such tests and inspections.
(d) From and after the date of the acquisition of the Project, the Participant shall be
obligated to maintain an appropriate power factor at the Participant's Point of Delivery
consistent with the provisions of the Transmission Agreements. Should the power factor, as
metered at such Point of Delivery, not be maintained within the limits established under the
Transmission Agreements, the Participant shall be notified and requested to correct such power
factor. If the Participant has not begun corrective action at the end of 90 days, UAMPS may take
corrective action and the Participant shall be obligated to reimburse or compensate UAMPS for
all sums expended and all services contracted for or performed by UAMPS or for which UAMPS
shall be obligated relating to such corrective action.
Section 10. Interruption or Reduction of Deliveries. UAMPS may temporarily interrupt
or reduce deliveries under this Power Sales Contract of Firm Electric Energy if. (a) UAMPS is
required to sell all or a portion of the Firm Electric Energy from the Project pursuant to the terms
of the Transition Agreement; (b) if the Operating Agent, has determined that such interruption or
reduction is necessary in case of emergencies affecting the Project, in order to install equipment,
to make repairs and replacements to, to make investigations and inspections of, or to perform
maintenance work on, the Project or otherwise carry out its obligations as Operating Agent under
the Operating Agreement; or (c) if Firm Electric Energy is otherwise unavailable. In order that
the operation of the Participant's electric system will not be unreasonably interrupted or
interfered with, UAMPS will, to the extent necessary, use its best efforts to (x) obtain
Replacement Electric Power and Energy for the Participant from such other sources as may be
economically available to UAMPS or(y) otherwise make arrangements to serve the Participant's
load through other projects of UAMPS or the UAMPS Pool. UAMPS will also use its best
efforts, consistent with the provisions of the Project Agreements and the other Power Sales
Contracts, to arrange for any planned interruption or reduction to be scheduled at a time which
will cause the least interference with the operation of the Participant's electric system.
_22_
Section 11. Availability of Firm Electric Energy. Except as provided otherwise by this
Power Sales Contract and subject to the provisions of the Project Agreements, Firm Electric
Energy allocable to the Participant's Entitlement Share shall be made available in accordance
with this Power Sales Contract during the term hereof; provided, however, that nondelivery of
Firm Electric Energy hereunder for any reason whatsoever shall not relieve the Participant from
its obligation to make its payments under Section 7 hereof.
Section 12. Insurance. Subject to the applicable provisions of the Project Agreements
and the Bond Documents, from and after the date of the acquisition by UAMPS of the Project,
UAMPS shall maintain, or cause to be maintained, in force, as part of the Cost of Acquisition or
Operation and Maintenance Costs, as appropriate, insurance with responsible insurers with
policies against risk or direct physical loss, damage or destruction of the Project, including
liability insurance and employers' liability insurance, and business interruption insurance, all to
the extent consistent with Prudent Utility Practice and to the extent available at reasonable cost,
but in no case less than will satisfy all applicable regulatory requirements and requirements of
the Bond Documents.
Section 13. Annual Budget, Accounting. (a) On or before 15 days prior to the estimated
commencement of the first Contract Year and on or before the beginning of each Contract Year
thereafter, UAMPS shall prepare and mail to the Participant an Annual Budget for the Project
recommended by the Project Management Committee and approved by the Board, based, to the
extent appropriate, on budgets received under the Project Agreements, showing an annual
estimate of Operation and Maintenance Costs, Wheeling Costs and Debt Service Costs, and the
Participant's share of each, for the following Contract Year. The Participant shall, to the extent
and in the manner deemed appropriate by the Participant, incorporate the estimates shown on the
Annual Budget in its annual budgetary process for the Participant's electric enterprise fund.
(b) At the end of each quarter during each Contract Year and at such other times as it
shall deem desirable, UAMPS shall review the Annual Budget of Operation and Maintenance
Costs, Wheeling Costs and Debt Service Costs for the Contract Year. In the event such review
indicates that the Annual Budget does not or will not substantially correspond with actual
receipts or expenditures, or if at any time during such Contract Year there are or are expected to
be extraordinary receipts, credits or expenditures of costs substantially affecting Operation and
Maintenance Costs, Wheeling Costs and Debt Service Costs, UAMPS shall prepare and provide
to the Participant's Representative a revised Annual Budget, recommended by the Project
Management Committee and approved by the Board, incorporating adjustments to reflect such
receipts, credits or expenditures which shall thereupon supersede the previous Annual Budget.
(c) UAMPS agrees that it will, from and after the date of the acquisition by UAMPS of
the Project, keep accurate records and accounts relating to the Project, the Cost of Acquisition,
Reference Project Costs, Operation and Maintenance Costs, Wheeling Costs and Debt Service
Costs in accordance with the Bond Documents and the Uniform System of Accounts, separate
and distinct from its other records and accounts; provided that UAMPS may establish revenue
and operation and maintenance funds that account for more than one project of UAMPS so long
as UAMPS shall maintain books and records adequate to show the amounts in each of such funds
allocable to each such Project. Said accounts shall be audited annually by a firm of certified
-23-
public accountants, experienced in public finance and electric utility accounting and of national
reputation, to be employed by DAMPS. A copy of each annual audit, including all written
comments and recommendations of such accountants, approved by the Members shall be
furnished by DAMPS to the Participant not later than 180 days after the end of each Contract
Year.
Section 14. Information to Be Made Available. (a) From and after the date of the
acquisition by UAMPS of the Project and subject to their availability under the applicable
provisions of the Project Agreements, UAMPS shall make available for examination by the
Participant:
(1) all books of accounts, records, documentation and contracts in the
possession of UAMPS relating to the operation of the Project;
(2) copies of all agreements and data in the possession of UAMPS relating to
the financing of the Project;
(3) copies of all operating and financial records and reports relating to the
Project in the possession of DAMPS;
(4) copies of policies of insurance carried pursuant to Section 12 hereof; and
(5) such other information and documents with respect to the Project as the
Participant may reasonably request from time to time.
(b) The Participant acknowledges that the ability of UAMPS to sell the Bonds depends
upon, among other things, the credit standing of the Participants and their electric systems and
that it will be necessary for UAMPS to provide certain information with respect to the
Participants and their electric systems in connection with the sale of the Bonds (whether or not
the Participant is making a Prepayment). Consequently, the Participant covenants to and agrees
with UAMPS that the Participant will, upon request, provide to UAMPS all information with
respect to the Participant and its electric system, including financial and operating information
and all contracts, documents, reports, bond resolutions and indentures, as may be requested by
UAMPS or its counsel in connection with the financing of the Project and the issuance of the
Bonds.
(c) The Participant covenants to and agrees with UAMPS that the Participant will
furnish to UAMPS (1) concurrently with its execution and delivery of this Power Sales Contract
and not later than 180 days after the end of each fiscal year of the Participant, (A) a copy of the
most recent annual financial statements of the Participant and its electric enterprise fund, audited
by an independent certified public accountant or firm of such accountants, together with copies
of all management letters and written recommendations and comments submitted by the
accountants making such audit, and (B) the information and documents described in Exhibit III
attached hereto, and (2) such other information and documents as UAMPS may reasonably
request from time to time.
24
UAMPS acknowledges that disclosure to third parties of the information and documents
described in Exhibit III and other information provided to UAMPS by the Participant pursuant to
this paragraph (c) could cause immediate and substantial financial and commercial harm to the
Participant. UAMPS agrees to take all actions necessary on its part to classify such information
and documents as "protected records" within the meaning of the Government Records Access
and Management Act, Title 63, Chapter 2, Utah Code Annotated 1953, as amended ("GRAMA ").
Such classification shall be based upon, among other things, the immediate and substantial
financial and commercial harm that would be suffered by the Participant and UAMPS as a result
of the disclosure of such information and documents to actual or potential competitors. DAMPS
agrees that it will use its best efforts, to the extent permitted by DRAMA, to avoid disclosing to
any person the commercial information contained in such information and documents. In the
event that DAMPS receives a request for disclosure of the material described in this paragraph,
DAMPS agrees that it will immediately notify the Participant and afford it an opportunity to
contest any disclosure of the same.
(d) Concurrently with its execution and delivery of this Power Sales Contract, the
Participant shall deliver to UAMPS (1) a certificate, executed by the Mayor or other executive
officer of the Participant and the City Recorder, Town Clerk or Secretary of the Participant, as
applicable, and Participant's Representative, together with attached exhibits, in substantially the
form attached hereto as Exhibit IV and (2) an opinion of counsel to the Participant, in
substantially the form attached hereto as Exhibit VI. Concurrently with each issuance of Bonds
by DAMPS, the Participant shall deliver to UAMPS (1) a bring-down certificate executed by the
Mayor or other executive officer of the Participant and the City Recorder, Town Clerk or
Secretary of the Participant, in substantially the form attached hereto as Exhibit V, and (2) a
bring-down opinion of counsel to the Participant, in substantially the form attached hereto as
Exhibit VII.
Section 15. Additional Bonds and Refunding Bonds. (a) Additional Bonds may be sold
and issued by DAMPS in accordance with the provisions of the Bond Documents at any time and
from time to time for the purpose of paying the Cost of Acquisition of the Project, including the
cost of any Additional Facilities. UAMPS may incur other obligations pursuant to the Bond
Documents to achieve purposes deemed beneficial to the Project.
(b) Any Additional Bonds shall be secured by the pledge made pursuant to the Bond
Documents of the payments required to be made by the Participant under Section 7 of this Power
Sales Contract, as such payments may be increased and extended by reason of the issuance of
Additional Bonds, and of other revenues of UAMPS attributable to the Project. Additional
Bonds may be issued in amounts sufficient to pay the full amount of such costs and to provide
such reserves as may be determined by UAMPS to be reasonably necessary. Any Additional
Bonds issued in accordance with the provisions of this Section 15 shall rank pari passu as to the
security afforded by the provisions of this Power Sales Contract with all Bonds theretofore
issued pursuant to and secured in accordance with the provisions of this Power Sales Contract.
(c) In the event Debt Service Costs may be reduced by the refunding of any Bonds then
outstanding or in the event it shall otherwise be advantageous, in the opinion of UAMPS, to
refund any Bonds, UAMPS may issue and sell Refunding Bonds in accordance with the Bond
-25-
Documents. Any such Refunding Bonds may be secured by the pledge made pursuant to the
Bond Documents of the payments required to be made by the Participant under Section 7 of this
Power Sales Contract and of other revenues of UAMPS attributable to the Project. Any
Refunding Bonds issued in accordance with the provisions of this Section 15 and secured by the
pledge of such payments and such revenues shall rank pari passu as to the security afforded by
the provisions of this Power Sales Contract with all Bonds theretofore issued pursuant to and
secured in accordance with the provisions of this Power Sales Contract.
Section 16. Disposition or Termination of the Project. Except as provided in
Section 22(c) and this Section 16, UAMPS shall not sell, lease or otherwise dispose of the
Project or any substantial part of the Project without the consent of all of the Participants.
Subject to the provisions of the Bond Documents, this Section 16 shall not prohibit a merger or
consolidation or sale of all or substantially all of the property of UAMPS. Subject to the
applicable provisions of the Project Agreements, if the Project shall be terminated, UAMPS shall
use its best efforts to cause the Project to be economically salvaged, discontinued, disposed of or
sold in whole or in part. UAMPS shall make accounting statements for each Billing Period to
the Participant of all costs associated therewith. Such accounting statements shall continue for
such Billing Periods until the Project has been salvaged, discontinued or finally disposed of
hereunder and provision for the payment of the Bonds has been made in accordance with the
Bond Documents, at which time a final accounting statement with respect thereto shall be made
by UAMPS at the earliest reasonable time. The costs of salvage, discontinuance or disposition
shall include, but shall not be limited to, all accrued costs and liabilities resulting from the
acquisition, construction, operation (including cost of fuel), maintenance of and renewals and
replacements to the Project.
Section 17. Participant Covenants. The Participant covenants and agrees with UAMPS
as follows:
(a) Maintenance of Rates. The Participant shall establish, maintain, revise,
charge and collect rates for electric service rendered by it to its customers so that such
rates shall provide revenues which, together with other funds reasonably estimated to be
available, will be sufficient to meet the Participant's obligations to UAMPS under this
Power Sales Contract, to pay all other operating expenses of the Participant's electric
system and to provide revenues sufficient to enable the Participant to keep its electric
system in good working order, and to pay all obligations of the Participant payable from,
or constituting a charge or lien on, the revenues of its electric system and, to the extent
being paid from the revenues of its electric system, all general obligation bonds of the
Participant now or hereafter outstanding.
If the Participant establishes or maintains an Integrated Utility System, it shall maintain
its rates for the services provided to the customers of its Integrated Utility System so that
such rates shall provide revenues, which, together with other funds estimated to be
available, will be sufficient to meet the Participant's obligations to UAMPS under this
Power Sales Contract, and all other operating expenses of the Participant's Integrated
Utility System, and to pay all obligations payable from, or constituting a charge or lien
on, the revenues of its Integrated Utility System.
-26-
(b) Maintenance of Revenues. The Participant shall at all times comply with
all terms, covenants and provisions of all Utility Contracts to which it is a party. The
Participant shall promptly collect all charges due for Electric Power and Electric Energy
supplied by the Participant as the same become due. The Participant shall at all times
maintain and promptly and vigorously enforce its rights against any person, customer or
other entity that does not pay such charges when due.
The Participant shall not hereafter (1) enter into any contract pursuant to which the
Participant will be obligated to take or pay for Electric Power and Electric Energy or for
transmission service furnished to the Participant or (2) grant any franchise for competing
electric service within its service area, except in each case upon 90 days' prior notice to
UAMPS and delivery to UAMPS of a certificate and report from a Qualified Independent
Engineer to the effect that the performance by the Participant of its obligations under
such contract or the granting of such franchise, as applicable, will not adversely affect the
ability of the Participant to meet its obligations under this Power Sales Contract. The
provisions of this paragraph shall not apply to (x) any contract between the Participant
and UAMPS or (y) any franchises or similar arrangements required by state or federal
law as a part of a comprehensive restructuring of the electric industry.
To the extent permitted by law and except as otherwise permitted by the preceding
paragraph and paragraph (g) below, the Participant shall vigorously defend and enforce
its exclusive right to provide electric distribution services within its service area.
(c) Sale or Assignment of Electric System or Power Sales Contract. The
Participant shall not sell, lease or otherwise dispose of all or substantially all of its
electric system, nor shall the Participant assign all or any part of its Entitlement Share or
any or all of its interests under this Power Sales Contract, except upon one hundred
twenty (120) days' prior written notice to UAMPS. Within forty-five days after receipt
of such notice from the Participant (and if such notice indicates that the Participant
proposes to assign its Entitlement Share), UAMPS shall notify all of the other
Participants of the proposed assignment by the Participant of all or part of its Entitlement
Share. Each of the other Participants shall have the option of acquiring all or any portion
of the Entitlement Share that is proposed to be assigned and shall notify UAMPS of its
exercise of such option within forty-five days of its receipt of the notice from UAMPS
referred to in the preceding sentence. In the event that two or more of the other
Participants shall exercise their options with respect to the assigning Participant's
Entitlement Share in amounts which exceed the total Entitlement Share proposed to be
assigned, UAMPS shall, to the extent necessary, make a pro rata allocation of the such
Entitlement Share among the Participants which have exercised their options, based upon
the existing Entitlement Shares of the requesting Participants. In the event that less than
all of such Entitlement Share shall be acquired by other Participants, UAMPS shall notify
the other Members of UAMPS of the proposed assignment of an Entitlement Share and
shall provide such Members with an opportunity to acquire the remaining portion of the
Participant's Entitlement Share.
-27-
In connection with and as a condition of any sale, assignment or other disposition
referred to in the preceding paragraph, UAMPS shall require the Participant and its
purchaser, assignee or lessee to satisfy the following conditions: (1) at the sole option of
UAMPS either (A) the purchaser, assignee or lessee shall assume all obligations of the
Participant under this Power Sales Contract in such a manner as shall assure UAMPS to
its sole satisfaction that the Participant's Entitlement Share to be purchased hereunder
and the amounts to be paid therefor will not be reduced, and if and to the extent deemed
necessary by UAMPS in its sole discretion to reflect such assignment and assumption,
UAMPS and such purchaser, assignee or lessee shall enter into an agreement
supplemental to this Power Sales Contract to clarify the terms upon which the
Participant's Entitlement Share is to be sold hereunder by UAMPS to such purchaser,
assignee or lessee; or (B) such purchaser, assignee or lessee shall enter into a new
contract with UAMPS for the purchase of the Participant's Entitlement Share at a price
and on terms which UAMPS in its sole discretion determines not to be less beneficial to it
and the other Participants than is this Power Sales Contract; (2) the senior debt, if any, of
such purchaser, assignee or lessee, if such purchaser, assignee or lessee is not a
Participant shall be rated by at least one nationally recognized bond rating agency in a
category generally recognized to be "investment grade'; (3) UAMPS shall by resolution
determine that such sale, lease or other disposition will not adversely affect UAMPS, the
other Participants or the security for the payment of Bonds; and (4) UAMPS shall have
received an opinion of nationally recognized bond counsel to the effect that such sale,
assignment or disposition will not by itself adversely affect the tax exempt status of
interest on any of the Bonds (theretofore issued or thereafter to be issued as tax exempt
obligations). UAMPS shall make the determinations required by this paragraph (c)
within one hundred twenty (120) days of receipt by UAMPS of the notice referred to in
the first sentence of this paragraph (c) and shall provide a written copy of such
determinations to the Participant.
In the event any sale, lease or other disposition is permitted pursuant to this paragraph
(c), UAMPS may request as additional security to preserve the flow of revenues under
this Power Sales Contract, and the selling, leasing or disposing Participant shall provide
the funds necessary to establish, an escrow deposit equivalent to the sum of (1) the
product of the Participant's Debt Service Share (expressed as a decimal) and Debt
Service Costs plus (2) the product of the Participant's Entitlement Share and the sum of
the estimated Operation and Maintenance Costs and Wheeling Costs, all for the balance
of the term of this Power Sales Contract. Every five years, after the establishment of
such escrow deposit, UAMPS will release to the Participant such of the funds in the
escrow equivalent to those paid to UAMPS by the Participant's purchaser, assignee or
lessee during such previous five years.
(d) Prudent Utility Practice. The Participant shall, in accordance with
Prudent Utility Practice, (1) at all times operate its electric system or Integrated Utility
System and the business thereof in an efficient manner, (2) maintain its electric system or
Integrated Utility System in good repair, working order and condition, and (3) from time
to time make all necessary and proper repairs, renewals, replacements, additions,
_28_
betterments and improvements with respect to the electric system or Integrated Utility
System, so that at all times the business thereof shall be properly conducted.
(e) Operating Expenses. The Participant represents, warrants and covenants
that all payments to UAMPS pursuant to this Power Sales Contract shall constitute
operating expenses of the Participant's electric system or Integrated Utility System (and
shall so provide in any future ordinance or resolution authorizing borrowing by the
Participant) payable as an operation and maintenance expense of and a first charge on the
revenues derived from the operation of its electric system or Integrated Utility System,
prior to payment of any debt service payable from such revenues.
(f) Tax Status. (1) The Participant shall not use or permit to be used any of
the Firm Electric Energy acquired under this Power Sales Contract or operate its system
in any manner or for any purpose or take or omit to take any action which could, either
alone or in conjunction with any other similar actions by the Participant or other
Participants, result in loss of the exclusion from gross income for federal income tax
purposes of the interest on any Bond or Bonds theretofore issued or thereafter issuable by
UAMPS as tax exempt obligations pursuant to the provisions of the Internal Revenue
Code of 1986, as amended, and applicable regulations and rulings thereunder.
(2) At the time of execution of this Power Sales Contract the Participant has
no contracts and has no current expectation of entering into any contracts whereby any
person, corporation, partnership or other non-governmental entity agrees to purchase
electric service from the Participant on a basis different from that on which the
Participant provides electric service to the public generally, except as shown on Exhibit
IV hereto. At least sixty (60) days prior to entering into any contract whereby any
person, corporation, partnership or other nongovernmental entity agrees to purchase
electric service from the Participant on a basis different from that on which the
Participant provides electric service to the public generally, the Participant shall notify
UAMPS of its intent to enter into such contract and provide copies of such contract to
UAMPS. Within sixty (60) days after receipt of such notice, UAMPS shall advise the
Participant as to whether, in the opinion of counsel of recognized standing in the field of
law relating to municipal bonds selected by UAMPS, the entering into of such contract
would result in a violation of the covenant in clause (1) above. The cost of such opinion
and other reports necessary in connection therewith shall be borne by the Participant.
Any determination by UAMPS that any such contract would violate the covenant set
forth in clause (1) above shall be made by UAMPS based upon the aforementioned
opinion and such other reports as UAMPS deems necessary. In the event that allocations
are necessary to determine whether entering into any such contract violates the covenant
set forth in clause (1) above, UAMPS shall make such allocations, in its sole discretion,
after receipt of an opinion of counsel of recognized standing in the field of law relating to
municipal bonds selected by UAMPS and other reports necessary in connection therewith
and paid for by the Participant.
(g) Electric Utility Restructuring. In the event that federal or state legislation
is enacted that requires or permits the Participant to provide direct access to the
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consumers now served by its electric utility system by competing suppliers of electric
service, the Participant covenants and agrees with UAMPS that it will take all actions
permitted on its part by such legislation to preserve and protect the operating and
financial integrity of its system. To the extent permitted by law, the Participant will (1)
establish and collect such transition charges and charges for the distribution and other
services it continues to provide after the enactment of such electric utility restructuring
legislation that will enable it to meet its obligations to DAMPS under this Power Sales
Contract and (2) include in such transition charges its costs under this Power Sales
Contract.
Section 18. Reserve and Contingency Fund. (a) In addition to various funds and
accounts established under the Bond Documents, UAMPS shall establish an additional fund with
respect to the Project known as the "Reserve and Contingency Fund" to be funded, held and
applied as provided herein. Amounts on deposit in the Reserve and Contingency Fund may be
used to pay or provide reserves for unusual or extraordinary Operation and Maintenance Costs of
the Project, renewals, repairs, replacements, additions or betterments of or to any items included
in the Project or the cost of any Additional Facilities.
(b) UAMPS may include in the Annual Budget adopted pursuant to Section 13 hereof
an amount for deposit into the Reserve and Contingency Fund. This amount may represent
either an appropriation of excess revenues from the operation of the Project during the preceding
Fiscal Year or amounts to be billed to and collected from the Participants as an item of Operation
and Maintenance Costs during the Fiscal Year covered by the Annual Budget. The aggregate
amount to be billed to the Participants as an item of Operation and Maintenance Costs for deposit
into the Reserve and Contingency Fund in any Contract Year shall not exceed twenty percent
(20%) of the total budgeted Operation and Maintenance Costs of the Project for such Contract
Year. The total amount on deposit in the Reserve and Contingency Fund shall not exceed one
year's average Operation and Maintenance Costs of the Project.
Section 19. Pledge of Payments. All payments required to be made by the Participant
pursuant to the provisions of Section 7, together with other revenues of UAMPS attributable to
the Project may be pledged by UAMPS pursuant to the Bond Documents to secure the payment
of Bonds.
Section 20. Default by Participant. Each of the following shall constitute a"default" by
the Participant under this Power Sales Contract:
(a) failure of the Participant to make to UAMPS any of the payments for
which provision is made in this Power Sales Contract within. five business days after the
due date of any such payment; or
(b) failure by the Participant to observe any of the covenants, agreements or
obligations on its part contained herein and failure to remedy the same for a period of
sixty days after written notice thereof, specifying such failure and requiring the same to
be remedied, shall have been given by or on behalf of UAMPS; or
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(c) bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings, including without limitation proceedings under Title 11, Chapter 9, United
States Code or other proceedings for relief under any federal or state bankruptcy law or
similar law for the relief of debtors, are instituted by or against the Participant and, if
instituted against the Participant, said proceedings are consented to or are not dismissed
within thirty days after such institution.
Section 21. Continuing Obligation of Participant; Right of DAMPS to Discontinue
Service. (a) In the event of any default referred to in Section 20, the Participant shall not be
relieved of its liability for payment of any amounts in default or its failure to observe its
covenants, agreements and obligations hereunder and DAMPS shall have the right to recover
from the Participant any amount in default. In enforcement of any such right of recovery,
UAMPS may bring any suit, action, or proceeding in law or in equity, including mandamus and
action for specific performance, as may be necessary or appropriate to enforce any covenant,
agreement or obligation of the Participant hereunder or the obligation of the Participant to make
any payment for which provision is made in this Power Sales Contract against the Participant.
(b) In addition to proceeding with its rights against a defaulting Participant pursuant to
paragraph (a) above, UAMPS may, upon not less than thirty days' written notice from UAMPS
to the Participant, cease and discontinue providing all or any portion of the Participant's
Entitlement Share and may terminate the Participant's right to receive the Firm Electric Energy
allocable to its Entitlement Share under this Power Sales Contract. In connection with its
determination to discontinue providing all or any portion of a defaulting Participant's
Entitlement Share, UAMPS shall take into account, among such other matters as UAMPS in its
sole discretion shall deem relevant, the amounts and due dates of its payment obligations under
the Project Agreements and the Bond Documents and the funds and revenues available to
UAMPS to enable it to meet its obligations thereunder. Any such termination of the
Participant's Entitlement Share under this Power Sales Contract shall not, however, terminate,
reduce or modify the Participant's outstanding obligations and liabilities hereunder.
Section 22. Transfer of Entitlement Share Following Default; Other Actions by
UAMPS. UAMPS and the Participant acknowledge that a default by any of the Participants
under its Power Sales Contract could reduce the revenues available to UAMPS which are
necessary in order for UAMPS to meet its obligations under the Project Agreements and the
Bond Documents on a timely basis. In the event of an insufficiency of revenues and an inability
on the part of UAMPS to meet its obligations under the Project Agreements and the Bond
Documents on a timely basis, the ability of UAMPS to deliver Firm Electric Energy from the
Project and the interests of all of the Participants will be materially and adversely affected. The
provisions of this Section 22 are intended to provide a means to assure the sufficiency of
revenues to UAMPS following a default by a Participant under its Power Sales Contract by the
reallocation of the defaulting Participant's Entitlement Share. As set forth below, UAMPS
agrees to take certain actions to mitigate the impact of any such reallocation on the nondefaulting
Participants. The Participants agree that the provisions of this Section 22 are reasonable and
necessary in order for them to achieve the benefits of their joint and cooperative undertaking
with respect to the Project.
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(a) In the event of a default by any Participant and discontinuance of service pursuant to
Section 21 of such Participant's Power Sales Contract, but only if the Project has not been
terminated, UAMPS and the nondefaulting Participants shall take the following actions in the
order set forth below:
(1) UAMPS shall immediately make a mandatory allocation of the defaulting
Participant's Entitlement Share to all of the nondefaulting Participants, which allocation
shall be made so that the defaulting Participant's Entitlement Share is distributed pro rata
among the nondefaulting Participants, based upon their original Entitlement Shares, to
wit: each of the nondefaulting Participants shall be allocated that portion of the
defaulting Participant's Entitlement Share that is equal to the quotient that is obtained by
dividing the product of the defaulting Participant's Entitlement Share and the
nondefaulting Participant's Entitlement Share by the sum of the Entitlement Shares of all
nondefaulting Participants, with all Entitlement Shares being expressed as decimals for
purposes of such computation. UAMPS shall provide written notice to the nondefaulting
Participants of the mandatory allocation of the defaulting Participant's Entitlement Share
which notice shall (a) set forth the date of the mandatory allocation, (b) include a revised
Exhibit I showing the increased Entitlement Shares and (to the extent applicable) the
revised Prepayment Percentages, Debt Service Percentages and Debt Service Shares of
the nondefaulting Participants as a result of such allocation, (c) direct each of the
nondefaulting Participants to make an election pursuant to subparagraph (2) below, and
(d) set forth the date by which each of the nondefaulting Participants must notify UAMPS
of its election pursuant to subparagraph (2) below. Such mandatory allocation of the
defaulting Participant's Entitlement Share and the increased Entitlement Shares and the
revised Prepayment Percentages, Debt Service Percentages and Debt Service Shares of
the nondefaulting Participants as a result of such allocation (as shown on the revised
Exhibit I prepared by UAMPS) shall remain in effect until the completion of the
procedures provided for in this paragraph (a). .During such period, each of the
nondefaulting Participants shall have all of the rights, benefits, obligations and
responsibilities associated with its increased Entitlement Share and its revised
Prepayment Percentage, Debt Service Percentage and Debt Service Share as a result of
such allocation.
(2) Within sixty days after the allocation of the defaulting Participant's
Entitlement Share provided for in subparagraph (1) above, each of the nondefaulting
Participants shall notify UAMPS in writing of its election of one of the following options:
(A) to retain that portion of the defaulting Participant's Entitlement Share allocated to
such nondefaulting Participant pursuant to subparagraph (1) above and the additional
amount, if any, of the defaulting Participant's Entitlement Share that such nondefaulting
Participant elects to acquire from any other nondefaulting Participant that may elect to
retain less than all of the defaulting Participant's Entitlement Share allocated to it
pursuant to subparagraph (1) above; or(B) to retain none or less than all of the defaulting
Participant's Entitlement Share allocated to the Participant pursuant to subparagraph (1)
above. Any Participant that shall have elected to retain all of that portion of the
defaulting Participant's Entitlement Share allocated to it pursuant to subparagraph (1)
above shall be deemed to have fully satisfied its obligations to UAMPS under this
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Section 22 and shall not thereafter be required to accept any additional allocation of the
defaulting Participant's Entitlement Share.
(3) Within thirty days after its receipt of the elections of all nondefaulting
Participants pursuant to subparagraph (2) above, CAMPS shall determine whether the
nondefaulting Participants have elected to retain all of the Entitlement Share of the
defaulting Participants pursuant to subparagraph (2). In the event that any of the
Participants shall have elected to retain less than all of its allocation of the defaulting
Participant's Entitlement Share, UAMPS shall proportionally reallocate the remaining
amount of the defaulting Participant's Entitlement Share among those nondefaulting
Participants that have requested additional amounts of the defaulting Participant's
Entitlement Share pursuant to clause (A) of subparagraph (2) above. To the extent
necessary to provide for a complete reallocation of the defaulting Participant's
Entitlement Share, UAMPS shall next reallocate any remaining portion of the defaulting
Participant's Entitlement Share among those Participants that did not elect to retain all of
their initial allocations of such Entitlement Share pursuant to subparagraph (2) above,
with there being reallocated to each such Participant the unallocated portion of the
defaulting Participant's Entitlement Share that is equal to the quotient that is obtained by
dividing the product of the unallocated portion of the defaulting Participant's Entitlement
Share and the nondefaulting Participant's Entitlement Share by the sum of the
Entitlement Shares of all of such nondefaulting Participants. In no event shall any
reallocation of a defaulting Participant's Entitlement Share, or the total of all mandatory
reallocations of Entitlement Shares in the event of two or more Participant defaults under
the Power Sales Contracts, cause any nondefaulting Participant's Entitlement Share to
increase by more than 25% over its original Entitlement Share set forth on Exhibit I. In
the event that this limitation affects any of the nondefaulting Participants to which a
mandatory reallocation is being made, UAMPS shall proportionally reduce the
mandatory reallocations to all other nondefaulting Participants.
(4) UAMPS shall, at the time of each allocation or reallocation of a defaulting
Participant's Entitlement Share pursuant to this paragraph (a), proportionally allocate or
reallocate, as the case may be, the Prepayment Percentage and the Debt Service
Percentage of the defaulting Participant to the nondefaulting Participants which receive
an allocation or reallocation of the defaulting Participant's Entitlement Share. The
Prepayment Percentage and the Debt Service Percentage of the defaulting Participant
shall be allocated to each of such nondefaulting Participants in respective amounts equal
to the quotient that is obtained by dividing the product of the defaulting Participant's
Prepayment Percentage or Debt Service Percentage, as the case may be, and the
nondefaulting Participant's Entitlement Share by the sum of the Entitlement Shares of all
of the nondefaulting Participants to which such allocation or reallocation is being made,
with the Prepayment Percentage, Debt Service Percentage and all Entitlement Shares
being expressed as decimals for purposes of such computation. The standards set forth in
Section 4(b) of this Power Sales Contract shall apply to the foregoing computations.
(5) UAMPS shall deliver, promptly after making the determinations and
reallocations required by this paragraph (a), a notice to the nondefaulting Participants
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which notice shall (A) set forth the reallocation of the defaulting Participant's Entitlement
Share made by UAMPS pursuant to subparagraph (3) above, and the effective date of
such reallocation, (B) set forth the amount, if any, of the Entitlement Share of the
defaulting Participant that has been mandatorily reallocated to nondefaulting Participants
that did not elect to retain or acquire the same, and (C) include a revised Exhibit I
showing the revised Entitlement Shares, Prepayment Percentages, Debt Service
Percentages and Debt Service Shares, respectively, of the nondefaulting Participants as a
result of the reallocation provided for under subparagraph (3) above. The Entitlement
Shares, Prepayment Percentages, Debt Service Percentages and Debt Service Shares
shown on such revised Exhibit I shall thereafter be the Entitlement Shares, Prepayment
Percentages, Debt Service Percentages and Debt Service Shares of the nondefaulting
Participants; provided, however, that if less than all of the defaulting Participant's
Entitlement Share shall have been optionally retained or accepted pursuant to this
paragraph (a), such revised Entitlement Shares, Prepayment Percentages, Debt Service
Percentages and Debt Service Shares shall remain in effect until the completion of the
procedures provided for in this Section 22.
(6) Any portion of the Entitlement Share of a defaulting Participant
transferred pursuant to this paragraph (a) to a nondefaulting Participant shall become a
part of and shall be added to the Entitlement Share of each transferee Participant, and
from and after the date of such transfer the transferee Participant shall be obligated to pay
for its increased Entitlement Share pursuant to the terms and provisions of this Power
Sales Contract. The defaulting Participant shall remain liable to UAMPS and the other
Participants for costs incurred and damages suffered by them in connection with the
actions taken with respect to the defaulting Participant's Entitlement Share provided for
in this Section 22.
(7) In the event that a defaulting Participant has made a Prepayment, UAMPS
shall calculate the net depreciated amount of such Prepayment as of the date of the
Participant's default. The net depreciated amount of such Prepayment as of such date
shall be calculated utilizing a depreciation schedule comparable to the amortization
schedule for the principal of the Bonds. UAMPS shall, prior to the expiration of the term
of the Power Sales Contracts under Section 2 above, repay such net depreciated amount
to the defaulting Participant, without interest, from the amounts, if any, on deposit in the
Surplus Fund established under the Bond Documents. UAMPS may, but shall not be
obligated to, repay all or any part of such net depreciated amount prior to the final
payment of all of the Bonds.
(b) In the event that any portion of a defaulting Participant's Entitlement Share shall
have been mandatorily reallocated to nondefaulting Participants pursuant to paragraph (a) above
or in the event that the procedures set forth in paragraph result in the reallocation of less than all
of a defaulting Participant's Entitlement Share, UAMPS shall use its best efforts to sell or
dispose of all or any part of the defaulting Participant's Entitlement Share as follows and in the
following order:
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(1) UAMPS shall first seek to sell all or any part of the defaulting
Participant's Entitlement Share on terms and conditions comparable to those contained in
the Power Sales Contracts; and
(2) UAMPS shall then seek to sell all or any part of such portion of the
defaulting Participant's Entitlement Share or the Firm Electric Energy associated
therewith on the best obtainable terms and conditions.
Subject to the provisions of the Bond Documents, no sale, transfer or other disposition of all or a
part of an Entitlement Share shall be made pursuant to this paragraph (b) if such sale, transfer or
disposition will adversely affect the exclusion from gross income for federal income tax
purposes of the interest on any of the Bonds issued as tax exempt obligations.
(c) In the event that UAMPS is unable to sell or dispose of any portion of the defaulting
Participant's Entitlement Share pursuant to paragraph (b) above within 180 days of commencing
its best efforts so to do and UAMPS, based upon determinations by the Project Management
Committee and the Board, determines that the inability to sell or dispose of the defaulting
Participant's Entitlement Share will materially and adversely affect the ability of the
nondefaulting Participants to meet their obligations under the Power Sales Contract or the ability
of UAMPS to meet its obligations under the Project Agreements and the Bond Documents, then
UAMPS shall take such actions as UAMPS in its sole discretion shall deem necessary to ensure
the availability of sufficient funds and revenues to enable UAMPS to meet its obligations under
the Project Agreements and the Bond Documents. Such actions may include, without limitation,
any of the following measures (or any combination thereof):
(1) UAMPS may sell all or any portion of the Project that is allocable to the
defaulting Participant's Entitlement Share on such terms and conditions as UAMPS
deems to be in the best interest of UAMPS and the nondefaulting Participants and shall
apply the proceeds of such sale to the purchase, redemption or defeasance of the Bonds or
to other purposes related to the Project; or
(2) UAMPS may enter into contractual arrangements for the sale of all or any
portion of the defaulting Participant's Entitlement Share or the Firm Electric Energy
associated therewith on such terms and conditions as will maximize the revenues
available to UAMPS without regard to any adverse effect that such sale may have on the
exclusion of interest on the Bonds from gross income for federal income tax purposes.
In the event that UAMPS makes any sale pursuant to clause (2) above, UAMPS will obtain an
opinion of nationally recognized bond counsel addressing the tax status of interest on the Bonds
issued as tax exempt obligations. UAMPS will take such remedial actions as are available to it
to preserve the tax exempt status of interest on such Bonds. In the event that such opinion
indicates that interest on the Bonds is or will become includible in gross income for federal
income tax purposes, the Participant acknowledges that the Bond Documents may provide for a
gross-up or step-up in the rate of interest payable on the Bonds and that the Debt Service Costs
payable by the Participant pursuant to Section 7 hereof will increase correspondingly. The
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Participant agrees to pay its Debt Service Share of such increased Debt Service Costs pursuant to
the provisions of this Power Sales Contract.
(d) Upon any sale or disposition of all or any portion of a defaulting Participant's
Entitlement Share or the Firm Electric Energy associated therewith or any sale of the Project
pursuant to paragraphs (b) and (c) above, UAMPS shall take into account the proceeds realized
or the revenues to be received from such sale or disposition and shall, to the extent necessary,
make adjustments to the Entitlement Share, Prepayment Percentage, Debt Service Percentage
and Debt Service Share of each of the nondefaulting Participants to reflect such sale or
disposition and to ensure the receipt of revenues sufficient to enable UAMPS to meet its
obligations under the Project Agreements and the Bond Documents. The Participant
acknowledges that such adjustments may, under certain circumstances, result in a change in the
Participant's share of Operation and Maintenance Costs, Wheeling Costs and Debt Service Costs
without a corresponding change in the Participant's Entitlement Share. Upon the completion of
the procedures provided for in this Section 22, UAMPS shall prepare and send to each of the
Participants a final revised Exhibit I, setting forth the Entitlement Shares, the Prepayment
Percentages, Debt Service Percentages and Debt Service Shares, respectively, of the
nondefaulting Participants after the procedures and actions provided for in this Section 22.
Section 23. Other Default by Participant. In the event of a failure of the Participant to
observe, keep and perform any of the covenants, agreements or obligations on its part contained
in this Power Sales Contract, UAMPS may, in addition to its other rights hereunder, bring any
suit, action, or proceeding in law or in equity, including mandamus, injunction and action for
specific performance, as may be necessary or appropriate to enforce any covenant, agreement or
obligation of this Power Sales Contract against the Participant.
Section 24. Default by UAMPS. In the event of any default by UAMPS under any
covenant, agreement or obligation of this Power Sales Contract, the Participant's sole remedy for
such default shall be limited to mandamus, injunction, action for specific performance or any
other available equitable remedy as may be necessary or appropriate and in no event shall the
Participant withhold or offset any payment owed to UAMPS hereunder.
Section 25. Abandonment of Remedy. In case any proceeding taken on account of any
default shall have been discontinued or abandoned for any reason, the parties to such
proceedings shall be restored to their former positions and rights hereunder, respectively, and all
rights, remedies, powers and duties of UAMPS and the Participant shall continue as though no
such proceedings had been taken.
Section 26. Waiver of Default. Any waiver at any time by either UAMPS or the
Participant of its rights with respect to any default of the other party hereto, or with respect to
any other matter arising in connection with this Power Sales Contract, shall not be a waiver with
respect to any subsequent default, right or matter.
Section 27. Relationship to and Compliance with Other Instruments. (a) It is
recognized by the parties hereto that UAMPS, in undertaking, or causing to be undertaken, the
planning, financing, construction, acquisition, operation and maintenance of the Project, must
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comply with the requirements of the Bond Documents, the Project Agreements and all licenses,
permits and regulatory approvals necessary therefor, and it is therefore agreed that this Power
Sales Contract is made subject to the terms and provisions of the Bond Documents, the Project
Agreements and all such licenses, permits and regulatory approvals.
(b) UAMPS covenants and agrees that it will use its best efforts for the benefit of the
Participant to comply in all material respects with all terms, conditions and covenants applicable
to it contained in the Bond Documents, the Project Agreements and all licenses, permits and
regulatory approvals relating thereto and that it will not, without the consent of the Participant,
enter into any amendment or modification of the Bond Documents or the Project Agreements
which will materially and adversely affect the rights and obligations of the Participant hereunder.
Section 28. Liability of Parties. UAMPS and the Participant shall assume full
responsibility and liability for the maintenance and operation of their respective properties and
each shall, to the extent permitted by law, indemnify and save harmless the other from all
liability and expense on account of any and all damages, claims, or actions, including injury to or
death of persons arising from any act or accident in connection with the installation, presence,
maintenance and operation of the property and equipment of the indemnifying party and not
caused in whole or in part by the negligence of the other party;provided that any liability which
is incurred by UAMPS through the operation and maintenance of the Project or pursuant to the
Project Agreements and not covered, or not covered sufficiently, by insurance shall be paid
solely from the revenues of UAMPS hereunder, and any payments made by UAMPS to satisfy
such liability shall, except to the extent paid from proceeds of Bonds or Prepayments, become
part of Operation and Maintenance Costs.
Section 29. Assignment of Power Sales Contract. (a) This Power Sales Contract shall
inure to the benefit of and shall be binding upon the respective successors and assigns of the
parties to this Power Sales Contract;provided, however, that neither this Power Sales Contract
nor any interest herein shall be transferred or assigned by either party hereto except as follows:
(1) UAMPS may assign its interests under this Power Sales Contract or all or
any portion of the amounts payable by the Participant hereunder pursuant to the Bond
Documents as described in paragraph (b) below;
(2) UAMPS may sell, transfer or reallocate all or any portion of the
Participant's Entitlement Share following a default by the Participant and a
discontinuance of service as provided in Section 22 hereof;
(3) UAMPS may assign this Power Sales Contract to any successor of
UAMPS or to the Participants as contemplated by Section 2 hereof,
(4) After such point in time as all Bonds issued under the Bond Documents
have been paid or deemed to have been paid as provided in the Bond Documents,
UAMPS may assign this Power Sales Contract and pledge the amounts payable by the
Participant hereunder without limitation;
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(5) the Participant shall assign the Firm Electric Energy allocable to the
Participant's Entitlement Share to the UAMPS Pool as provided in Section 8(b) hereof;
and
(6) subject to the provisions of Section 17 hereof, the Participant may assign
or transfer all or any portion of its Entitlement Share or its interests under this Power
Sales Contract.
(b) The Participant acknowledges and agrees that DAMPS may assign and pledge to the
Trustee designated in the Bond Documents all or any portion of its right, title, and interest in and
to the payments to be made to UAMPS under the provisions of this Power Sales Contract, as
security for the payment of the principal (including sinking fund installments) of, premium, if
any, and interest on Bonds and, upon such assignment and pledge, UAMPS may grant to the
Trustee any rights and remedies herein provided to UAMPS, and thereupon any reference herein
to UAMPS shall be deemed, with the necessary changes in detail, to include the Trustee which
on behalf of and together with the owners from time to time of the Bonds shall be third party
beneficiaries of the covenants and agreements of the Participant herein contained.
Section 30. Termination or Amendment of Power Sales Contract. (a) This Power Sales
Contract shall not be terminated by either party under any circumstances, whether based upon
the default of the other party under this Power Sales Contract or any other instrument or
otherwise except as specifically provided in this Power Sales Contract. This Power Sales
Contract shall terminate in the event that UAMPS shall not have acquired the Project or any
portion thereof by June 30, 2003; provided, however, that (1) if any Bonds have been issued by
UAMPS, then this Power Sales Contract shall not terminate until such Bonds have been paid or
full provision for their payment shall have been made, and (2) this Power Sales Contract shall
not terminate until UAMPS shall have made a final accounting for, and all shall have recovered
from the Participants, all of its excess costs and expenses related to its investigation and
development of the Project as provided in Section 3(c).
(b) This Power Sales Contract shall not be amended, modified, or otherwise altered in
any manner that will adversely affect the security for the Bonds afforded by the provisions of this
Power Sales Contract. So long as any of the Bonds are outstanding or until adequate provisions
for the payment thereof have been made in accordance with the provisions of the Bond
Documents, this Power Sales Contract shall not be amended, modified, or otherwise altered in
any manner which will reduce the payments pledged as security for the Bonds or extend the time
of such payments provided herein or which will in any manner impair or adversely affect the
rights of the owners from time to time of the Bonds.
(c) No Power Sales Contract entered into between UAMPS and another Participant may
be amended so as to provide terms and conditions different from those herein contained except
upon written notice to and written consent or waiver by each of the other Participants, and upon
similar amendment being made to the Power Sales Contract of any other Participants requesting
such amendment after receipt by such Participant of notice of such amendment.
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(d) In connection with any revision or amendment of the billing procedures provided
for in Section 7 or of any of the Exhibits attached hereto, UAMPS shall promptly provide a copy
of the revision or amendment to the Participant.
Section 31. Notices and Computation of Time. Any notice or demand by the Participant
to UAMPS under this Power Sales Contract shall be deemed properly given if mailed postage
prepaid and addressed to UAMPS at its principal office or if telecopied to UAMPS with receipt
confirmed, followed by a written copy of such notice or demand mailed to UAMPS postage
prepaid; any notice or demand by UAMPS to the Participant under this Power Sales Contract
shall be deemed properly given if mailed postage prepaid and addressed to the Participant's
Representative at his address on file with UAMPS or if telecopied to the Participant's
Representative with receipt confirmed, followed by a written copy of such notice or demand
mailed to the Participant's Representative postage prepaid. In computing any period of time
from such notice, such period shall commence at noon, Salt Lake City time, on the date mailed
or telecopied, as applicable. The designations of the name and address to which any such notice
or demand is directed may be changed at any time and from time to time by either party giving
notice as above provided.
Section 32. Relationship of UAMPS and the Participant; Relationship among
Participants. (a) This Power Sales Contract is not intended to create, nor shall it be deemed to
create, any relationship between UAMPS and the Participant other than that of independent
parties contracting with one another for the purpose of effectuating the provisions of this Power
Sales Contract.
(b) The covenants, obligations, liabilities, rights and benefits of the Participant under
this Power Sales Contract are individual and not joint and several, or collective, with those of
any other Participant. Other than giving effect to the joint and cooperative action of UAMPS on
behalf of the Participants, the Power Sales Contracts shall not be construed to create an
association, joint venture, trust or partnership, or to impose a trust or partnership covenant,
obligation or liability on, between or among the Participant and any one or more of the
Participants. No Participant shall be or be deemed to be under the control of, nor shall any
Participant control or be deemed to control, any or all of the other Participants or the Participants
as a group. No Participant shall be bound by the actions of any other Participant, nor shall any
Participant be deemed to be the agent of any other Participant or have the right to bind any other
Participant.
Section 33. No Recourse Against Officers, Etc. of UAMPS or Participant. No member
of the governing body, nor any officer or employee of UAMPS or the Participant shall be
individually or personally liable for any payment under this Power Sales Contract or be subject
to any personal liability or accountability by reason of the execution of this Power Sales
Contract; provided, however, that this Section shall not relieve any officer or employee of
UAMPS or the Participant from the performance of any official duty imposed by law or this
Power Sales Contract.
Section 34. Applicable Law; Construction. This Power Sales Contract is made under
and shall be governed by the law of the State of Utah; provided, however, that if the Participant
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is organized or created pursuant to the laws of another state, then the authority of the Participant
to execute and perform its obligations under this Power Sales Contract shall be determined under
the laws of such state. Headings herein are for convenience only and shall not influence the
construction hereof.
Section 35. Severability; No Merger. (a) If any section, paragraph, clause or provision
of this Power Sales Contract shall be finally adjudicated by a court of competent jurisdiction to
be invalid, the remainder of this Power Sales Contract shall remain in full force and effect as
though such section, paragraph, clause or provision or any part thereof so adjudicated to be
invalid had not been included herein.
(b) This Power Sales Contract constitutes the entire and complete agreement of
DAMPS and the Participant in respect of the Project and shall not be nor shall it be deemed to be
modified, amended or superseded by any other agreement or contract between UAMPS and the
Participant in respect of any other project or subject.
-40-
IN WITNESS WHEREOF, the parties hereto have caused this Power Sales Contract to be
executed by their proper officers respectively, being thereunto duly authorized, and their
respective corporate seals to be hereto affixed, as of the day, month and year first above written.
TRUCKEE DONNER PUBLIC UTILITY DISTRICT, A
PUBLIC UTILITY DISTRICT, CALIFORNIA
By:
Its
[SEAL]
ATTEST AND COUNTERSIGN
By:
Title:
UTAH ASSOCIATED MUNICIPAL POWER.SYSTEMS
By:
Chairman
[SEAL]
ATTEST AND COUNTERSIGN
By:
Secretary
-41-
PRELIMINARY
EXHIBIT I
SCHEDULE OF PARTICIPANTS, ENTITLEMENT SHARES,
PREPAYMENT PERCENTAGES, DEBT SERVICE PERCENTAGES
AND DEBT SERVICE SHARES
INITIAL DEBT DEBT
KW ENTITLEMENT PREPAYMENT SERVICE SERVICE
PARTICIPANT AMOUNTt SHARE PERCENTAGE PERCENTAGE SHARES
Beaver 2.700 .761
Blanding 1,500 .423
Bountiful 10,000 2.817
CUWCD 1,000 .282
Eagle
Mountain 12,800 3.606
Enterprise 255 .072
E hraim 1,500 .432
Fairview 600 .169
Fallon 8,000 2.254
Fillmore 1,464 .412
Gallup 20,151 5.677
Heber 7,500 2.113
Holden 103 .029
Hurricane 20,000 5.634
Hyrum 4,000 1.127
t The kW represented by the Participant's Entitlement Share are expected to increase upon termination of the
Participation Agreement in 2013.
I-1
Idaho Falls 10,000 2.817
Kanab 5,000 1.409
Kanosh 224 .063
Kaysville 22,000 6.198
Lehi 6,000 1.690
Lo an 15,000 4.226
Monroe 500 .141
Moran 600 .169
Mt. Pleasant 700 .197
Murra 25,500 7.184
Oak City 300 .085
Page 1 25,000 7.043
Para onah 100 .028
Parowan 1,325 .373
Payson 12,888 3.631
Santa Clara 6,000 1,690
Spring City 250 .070
Springville 35,000 9.860
St. George 60,000 16.903
Strawberry 6,000 1.690
Truckee
Donner 20,000 5.634
Washington 10,000 2.817
Weber Basin 1,000 .282
TOTAL 354,960 100.000* 100.00%
*Column does not precisely total due to rounding.
I-2
TRUCKEEDONNER
EXHIBIT II
SCHEDULE OF LAY-OFF ENERGY AND TAKES
PERIOD NET LAY-OFF TOTAL
ENDING TAKE ENERGY (ENTITLEMENT SHARE
APRIL 1 KW KW IN KW
2003t 20,000 - 20,000
2004 20,000 - 20,000
2005 20.000 - 20,000
2006 20,000 - 20,000
2007 20,000 - 20,000
2008 20,000 - 20,000
2009 20,000 - 20,000
2010 20,000 - 20,000
2011 20,000 - 20,000
2012 20,000 - 20,000
2013 20,000 - 20,000
2014 20,000 - 20,000
t The period ending March 31, 2003 covers the one-month period following the expiration of the Transition
Agreement.
The final period ends on July I,2013.
II-I
IITRUCKE III I
DistrictPublic Utility
Exhibit 111
System Description
Truckee Donner Public Utility District
Stephen Hollabaugh
Calendar Year 2000
Truckee Donner Public Utility District (Truckee Donner) is a public utility district
of the state of California engaged in the transmission, distribution, sale and delivery of
electric power and energy. The District is a transmission-dependent utility located high
on the Eastern slope of the Sierra Nevada, within Sierra Pacific's control area, and is not
interconnected with any other utility. The District serves 10,534 electric customers, with
a 1999 peak load of 28.6 MW.
Truckee Donner is a network transmission service customer under the currently
effective joint SierralNPC OATT (which was filed by Sierra and NPC in connection with
their recent merger). Truckee uses this network service to import into and transport
across Sierra's grid all of the power necessary to serve Truckee's load.
Truckee Donner electric service territory is forty four(44) square miles.
Transmission and Distribution lines total approximately 135 miles. The number of
employees in the electric department is thi (30). (Includes sum of shared employees'
time in other district departments to determine equivalent full-time employees.)
III-1
TRUCKEE DONNER PUBLIC UTILITY DISTRICT
ELECTRIC SALES STATISTICS SUMMARY
Customer Sales by Class
1 2 3 4 5 6 7 8 9 10 11 12
KWH JANUARY FEBRUARY MARCH APRIL MAY JUNE JULY AUGUST SEPTEMBER OCTOBER NOVEMBER DECEMBER TOTAL
RESIDENTIAL
1990 5,698,129 5,246,752 5,057,741 3,740,388 2,909,419 3,081,261 2,948,924 2,732,967 2,890,641 2,785,375 3,157,840 4,607,303 44,856,740
1991 6,971,181 4,680,662 4,767,125 4,450,450 3,411,803 3,368,121 2,992,001 2,943,514 2,937,324 2,574,378 3,188,975 4,998,107 47,283,641
1992 6,514,189 4,863,614 4,211,542 4,007,035 3,187,279 2,985,073 3,345,192 3,113,017 2,922,123 2,981,883 3,534,565 5,374,492 47,040,004
1993 6,495,686 5,414,323 5,629,086 4,477,566 3,624,940 3,251,754 3,417,065 3,333,547 3,327,246 3,192,568 3,543,909 5,009,721 50,717,411
1994 6,259,359 5,198,719 5,117,420 4,591,782 3,654,184 3,399,501 3,424,135 3,224,050 3,466,513 3,452,280 4,031,922 5,746,987 51,566,852
1995 7,289,637 5,320,940 5,636,446 5,084,672 4,393,303 4,005,206 3,648,658 3,509,470 3,483,959 3,313,017 3,949,474 5,045,855 54,680,637
1996 7,041,135 5,956,691 6,244,451 5,203,341 4,237,179 3,971,225 3,862,740 3,816,088 3,836,695 3,724,285 4,446,444 5,672,453 58.012,727
1997 7,879,018 6,557,232 6,012,442 5,349,416 4,689,385 3,902,135 4,066,374 4,129,964 3,849,492 3,988,737 4,327,971 5,787,816 60,539,982
1998 8,450,413 6,459,965 6,605,339 5,988,897 5,092,843 4,736,371 4,454,747 4,087,367 4,087,131 4,142,369 4,716,343 6,513,791 65,335,576
1999 8,388,749 7,024,681 7,108,636 6,655,644 5,101,913 4,468,760 4,426,389 4,355,696 4,376,942 3,971,791 4,609,934 6,491,887 66,981,022
2000
COMMERCIAL<50 KVA
1990 1,218,580 1,085,027 1,110,061 1,038,909 827,808 933,847 922,287 876,289 979,931 983,695 914,932 1,117,371 12,008,737
1991 1,309,879 1,126,554 1,136,929 1,066,935 962,059 1,051,790 1,055,770 1,006,565 1,047,258 917,654 1,022,255 1,203,146 12,906,794
1992 1,415,104 1,230,653 1,103,520 1,140,660 1,027,874 1,008,332 1,104,272 1,102,144 1,037,533 971,674 1,015,349 1,252,462 13,409,577
1993 1,493,797 1,027,888 1,233,554 1,154,569 1,034,109 1,021,805 1,146,532 1,126,581 1,155,735 1,043,999 1,027,614 1,217,049 13,683,232
1994 1,338,734 1,156,409 1,244,887 1,242,576 1,132,912 1,094,938 1,154,046 1,101,806 1,165,527 1,086,631 1,039,811 1,321,339 14,079,616
1995 1,600,778 1,448,678 1,507,701 1,384,503 1,352,135 1,374,808 1,307,769 1,362,086 1,285,139 1,275,791 1,317,714 1,544.430 16,761,532
1996 1,706,387 1,617,036 1,575,993 1,485,684 1,387,587 1,402,638 1,413,969 1,520,757 1,522,548 1,416,143 1,431,981 1,601.308 18,082,031
1997 1,936,466 1,664,009 1,625,597 1,591,391 1,538,026 1,426,387 1,470,608 1,562,280 1.497,737 1,497,015 1.391,000 1,631,016 18,831,532
1998 1,820,182 1,631,182 1,673,506 1,633,095 1,564,975 1,468,497 1,610,882 1,624,038 1,631,609 1,483,482 1,416,623 1,725,970 19,284,041
1999 1,934,550 1,751,421 2,040,430 1,737,199 1,514,673 1,557,127 1,658,459 1,694,396 1,705,838 1,537,978 1,538,409 1,776,427 20,446,907
2000
COMMERCIAL>50 KVA
1990 1,853,398 1,987,919 1,763,581 1,529,934 1,658,618 1,716,608 1,729,679 1,773,789 1,787,806 1,603,530 1,764,322 1,878,427 21,047,611.
1991 1,957,457 1,647,203 2,071,220 1,525,994 1,814,662 1,947,136 1,787,028 1,924,142 1,899,636 1,927,443 2,052,471 2,428,831 22,983,223
1992 2,803,512 2,026,011 2,007,326 2,063,791 2,003,132 2,067,056 2,092,619 1,961,302 2,172,069 1,974,348 2,095,412 2,296,905 25,563,483
1993 2,117,741 2,242,378 2,064,213 2,345,663 1,709,313 2,401,159 2,318,569 2,250,591 2,320,253 2,048,540 1,944,527 2,519,130 26,281,977
1994 2,174,100 2,274,758 2,216,175 2,284,851 1,941,674 2,356,754 2,104,232 2,429,370 2,202,783 2,110,626 1,969,360 2,604,008 26,668,691
1995 950,449 1,039,889 857,599 909,791 808,334 774,874 744,472 744,456 339,845 707,777 783,629 872,032 9,533,147
1996 1.032,679 1,034,946 1,009,366 976,536 888,370 875,013 821,811 853,425 865,440 868,107 830,977 974,149 11,030,819
1997 1.195,369 1,034.914 1,034,962 1,014,995 959,155 834,218 803,803 982,172 833,706 876,341 860,337 1,002,135 11,432,107
1998 1,200,660 1,083,357 1,119,369 1,034,733 1,012,971 888,325 918,129 908,164 926,384 867,199 839,723 1,001,026 11,800.040
1999 1,240,673 1,051,404 1,110,978 1,096,399 993,587 900,924 911,479 958,185 940,493 1,024,205 797,199 981,256 12,006,782
2000
ELECTRIC SALES STATISTICS SUMMARY
1 2 3 4 5 6 7 8 9 10 11 12
KWH JANUARY FEBRUARY MARCH APRIL MAY JUNE JULY AUGUST SEPTEMBER OCTOBER NOVEMBER DECEMBER TOTAL
COMMERCIAL,200 KW
1995 ` 1,053,660 1,056,720 1,161,000 1,050,480 1,105,920 1,210,800 1,258,260 1,315,680 206,700 1,081,440 1,273,980 1,138,440 12,913,080
1996 1,063,680 1,074,060 1,046,400 983.040 1,024,680 1,261,800 1,156,440 1,325,580 1,290,720 1,297,260 1,145,820 1.014,120 13,683,600
1997 1,274,820 1,218,000 1,095,360 1,087,020 1,147,440 1,050,420 1,111,260 1,463,340 1,153,860 1,210,500 1,106,940 1,058,040 13,977,000
1998 1,086,540 1,061,580 979,800 982,980 1,050,060 1,128,840 1,226,700 1,302,600 1,276,260 1,238,040 1,069,740 976,140 13,379,280
1999 1,141,200 1,000,200 1,046,040 1,071,840 1,033,620 1,101,900 1,240,080 1,419,720 1,398,180 1,387,320 1,215,960 1,215,120 14,271,180
2000
09/15/2000ELEC SALRV&VV49Mi2M9mers to new rate for>200 KV ill.2
ELECTRIC SALES STATISTICS SUMMARY
1 2 3 4 5 6 7 8 9 10 11 12
KWH JANUARY FEBRUARY MARCH APRIL MAY JUNE JULY AUGUST SEPTEMBER OCTOBER NOVEMBER DECEMBER TOTAL
LIGHTING
1990 22,094 22,094 22,094 22,094 22,094 22,094 22,094 22,094 22,094 22,094 22,094 22,094 265,128
1991 22,094 22,094 22,094 22,094 22,094 22,094 22,094 22,094 22,094 22,094 22,094 22,094 265,128
1992 22,094 22,094 22,094 22,094 22,094 22,094 22,094 22,094 22,094 22,094 22,094 22,094 265,128
1993 22.094 22,094 22,094 22,094 22,094 22,094 22,094 22,094 22,094 22,094 22,094 22.094 265.128
1994 22,094 22,094 22,094 22,094 22,094 22,094 22,094 22,094 22,094 22,094 22,094 22,094 265,128
1995 22,094 22,094 22,094 22,094 22,094 22,094 22,094 22,094 22,094 22,094 22,094 22.094 265,128
1996 22,094 22,094 22,094 22,094 22,094 22,094 22,094 22,094 22,094 22,094 22,094 22,094 265,128
1997 22,094 22,094 22,094 22,094 22,094 22,094 22,094 22,094 22,094 22,094 22,094 22,094 265,128
1998 22,094 22,094 22,094 22,094 22,094 22,094 22,094 22,094 21,381 21,381 21,381 21,381 262,276
1999 21,381 21,381 21,381 21,381 21,381 21,381 21,381 21,381 21,381 21,381 21,381 21,381 256,572
2000
PUBLIC AUTHORITIES
1990 83,348 84,415 83,513 78,991 57,075 65,551 76,911 66,840 64,612 64,476 67.302 85,472 878,506
1991 100.967 85,211 83,100 85,828 66,859 76,568 65,913 60,197 65.441 57,186 65,457 82,712 895,439
1992 95,604 88,183 74,237 80,048 72,323 59,690 61,342 57,350 49,769 54,089 66,388 81,308 840,331
1993 93,196 79,338 85,044 72,836 75,407 53,241 60,673 52,476 54,994 56,585 56,502 66,350 806,642
1994 75,119 68,315 66,614 71,582 70,549 55,040 55,779 57,736 67,515 66,941 66,951 82,921 805,062
1995 89,622 76.805 76,048 73,844 70,479 66,670 65,866 67,214 68,721 63.268 74,350 80,387 87 3 74
1199693,495 85,390 85,184 74,408 67,576 67,557 62,166 64,972 66,203 64,897 71,668 79,694 883,2210
1997 96,279 86,243 84,630 76,145 73,747 63,506 64,039 70,925 64,566 71.644 67,864 83,352 902'41
1998 96,353 87,793 92,480 89,045 79,080 79,451 77,231 68,597 70,697 73,580 70,550 94,838 979:6.
1999 98,706 83,997 88,491 97,046 79,634 73,225 71,248 74,675 74,405 68,914 75,027 91,419 976,787
2000
WATER
1990 372,954 321,519 309,551 387,035 323,395 423,238 528,142 537,340 570,499 568,258 450,712 373,260 5,165,903 '
1991 444,044 458,924 301,126 468,747 421,539 463,241 606,425 667,631 731,523 663,794 493.274 339,345 6,059,613
1992 466,331 318.850 287,969 274,093 264,539 530,304 468,124 544,519 500,250 449,413 311,232 319,100 4,734,724
1993 496,070 427.957 391,126 460,630 "' (115,371) 361,835 525,969 584,384 581,357 493,113 321,913 325,837 4,854,820
1994 344,911 329,067 326,705 372,378 363,364 435,234 715,443 720,853 791,201 517,319 342,784 298.195 5,557,454
1995 513,105 580,389 157,386 336,866 247,956 417,624 589,955 639,430 399,527 546,605 466,834 393,054 5,288,731
1996 359,493 370,402 400,572 352,103 368,126 487,044 646,918 704,116 713,386 583,875 448,380 349,484 5,783,899
1997 415,017 426,350 396.331 389,881 397,439 505,657 554,835 834,732 719,060 632.370 378,991 347,709 5,998.372
1998 414,526 410,543 388,441 340,281 297,496 418,890 613,725 845,011 828,586 593,175 362,635 375,692 5,889,001
1999 520,262 482,072 464,653 503,510 424,945 4K646 868,047 987,356 863,792 731,859 573.596 403,226 7.319.964
2000
High estimated bills in prior months caused negative usage in May 1993
OWN USE
1990 33,402 35,309 31,808 30,900 35,482 29,746 29,658 24,160 36,201 31,371 32,494 32,967 383,498
1991 31,397 30,884 34,996 28,408 30,590 27,315 27,512 27,538 27,037 28.554 30,112 36,416 360,759
1992 33,142 30,101 28,709 31,567 28,171 29,746 27,305 25,320 30,491 32,383 31,018 45,118 373,071
1993 30,742 34,246 41,861 31,703 29,080 32,454 29,731 31,684 34,666 34,377 36,011 41,672 408,227
1994 36,378 36,878 39,825 35,647 34,446 35,830 30,814 34,017 36,879 35.970 32,349 43,683 432,716
1995 32,952 38,578 36,783 36,470 33,570 36,068 35,857 34,740 15,143 33,552 33,421 39.155 406,289
1996 41,541 38.673 34,714 34,481 35,785 31,695 35,112 31,079 33,020 35,735 34,020 35.841 421,696
1997 45,983 37,058 36,437 38,733 34,213 32,918 35,939 36,284 37,690 37,182 35,759 38,096 446,292
1998 50,544 34,244 47,917 37,514 38,610 39,231 37,771 36,359 40,010 38,706 35,047 44,911 480,864
1999 44,349 40,096 42,883 44,718 37,157 40,458 40,550 44,591 40,804 42,906 43,537 46,175 508,224
09115/2000ELEC SALES SUM 1990-2000 III-3
TRUCKEE DONNER PUBLIC UTILITY DISTRICT
ELECTRIC SALES STATISTICS SUMMARY
Customer Sales by Class Summary
1 2 3 4 5 6 7 8 9 10 11 12
KWH JANUARY FEBRUARY MARCH APRIL MAY JUNE JULY AUGUST SEPTEMBER OCTOBER NOVEMBER DECEMBER TOTAL
SUMMARY
1990 9,281,905 8.783.035 8,378,349 6,828,251 5,833,891 6,272,345 6,257,695 6,033,479 6,351,784 6,058,799 6,409.696 8,116,894 84,606,123
1991 10,837,019 8,051,532 8,416,590 7,648,456 6,729,606 6,956,265 6,556,743 6,651,681 6,730,313 6,191,103 6,874,638 9,110,651 90,754,597
1992 11,349,976 8,579,506 7,735,397 7,619,288 6,605,412 6,702,295 7,120,948 6,825,746 6,734,329 6,485,884 7,076,058 9,391,479 92,226,318
1993 10,749,326 9,248,224 9,466,978 8,564,961 6,379,572 7,144,342 7,520,633 7,401,357 7,496,345 6,891,276 6,952,570 9,201,853 97,017,437
1994 10,250,695 9,086,240 9,033,720 8,620,910 7.219,223 7,399,391 7,506.543 7,589,926 7,752,512 7,291,861 7,505,271 10,119,227 99,375,519
1995 11,552,297 9,584,093 9,455,057 8,898,720 8,033,791 7,908,144 7,672,931 7,695,170 5,821,128 7,043,544 7,921,496 9,135,447 100,721,818
1996 11,360.504 10,199,292 10,418,774 9,131,687 8,031,397 8,119,066 8,021,250 8,338,111 8,350,106 8,012,396 8,431,384 9,749,143 108,163.110
1997 12,865,046 11,045,900 10,307,853 9,569,675 8,861,499 7,837,335 8,128,952 9,101,791 8,178,205 8,335,883 8.190,956 9,970,258 112.393.353
1998 13,141,312 10,790,758 10,928,946 10,128,639 9,158,129 8,781,699 8,961,279 8,894,230 8,882,068 8,457,932 8,532,042 10,763,749 117,410,773
1999 13,389,870 11,455,252 11,923,492 11,227,737 9,206,910 8,660,421 9,237,633 9,556,000 9,421,835 8,786,354 8,875,043 11,026,891 122767,438
2000
0 911 512 0 0 0ELEC SALES SUM 1990-2000 111-4
TRUCKEE DONNER PUBLIC UTILITY DISTRICT
ELECTRIC SALES STATISTICS SUMMARY
Customer Count by Class
1 2 3 4 5 6 7 8 9 10 11 12
CUSTOMER CNT JANUARY FEBRUARY MARCH APRIL MAY JUNE JULY AUGUST SEPTEMBER OCTOBER NOVEMBER DECEMBER TOTAL
RESIDENTIAL
1990 6,133 6,129 6,143 6,126 6,145 6,172 6,192 6,215 6,242 6,320 6,660 6,391 74,868
1991 6,407 6,423 6,442 6,449 6,465 6,479 6,514 6,515 6,564 6,609 6,634 6,660 78,161
1992 6,674 6,682 6,694 6,715 6,731 6,762 6,862 6,884 6,882 6,917 6,953 6,983 81.739
1993 6,991 7,009 7,010 7,014 7,051 7,076 7,108 7,140 7,224 7,252 7,315 7,306 85,496
1994 7,395 7,403 7,418 7,431 7,454 7,495 7,517 7,551 7,547 7,539 7,574 7,616 89,940
1995 7,822 7,857 7,857 7,861 7,867 7,893 8,253 8,287 8,302 8,364 8,414 8,439 97,216
1996 8,492 8.504 8,533 8,547 8,554 8,581 8,607 8,632 8,664 8,694 8,713 8,740 103,261
1997 8,774 8,783 8,788 8,795 8,812 8,837 8,869 8,880 8,906 8,960 8,971 9,013 106,388
1998 9,037 9,049 9,059 9,109 9,091 8,930 8,944 8,979 9,008 9,039 9.050 9,080 108,375
1999 9,118 9,120 9,128 9,136 9,151 9,164 9,196 9,215 9,244 9,289 9,321 9,352 110,434
2000
COMMERCIAL<50
1990 622 625 620 638 658 675 717 726 733 716 705 684 8,119
1991 700 699 690 688 717 746 760 775 758 750 740 741 8,764
1992 730 721 718 743 766 778 781 773 772 775 765 765 9,087
1993 755 741 738 732 736 750 765 758 810 801 766 791 9,143
1994 775 775 773 791 811 823 825 822 859 848 848 834 9,784
1995 817 811 807 822 832 852 901 921 925 910 910 917 10,425
1996 869 908 897 901 909 926 946 951 936 940 934 924 11,041
1997 924 917 918 927 936 952 961 967 961 964 965 952 11,344
1998 939 929 030 930 934 928 946 947 946 953 952 947 11,281
1999 940 948 957 957 975 992 1,011 1,017 1,019 1,023 1,023 1,017 11,879
2000
COMMERCIAL>50 KW
1990 47 47 46 46 48 48 48 48 46 46 47 47 564
1991 49 49 52 52 51 51 53 54 54 56 57 56 634
1992 56 56 57 57 58 59 59 58 58 57 57 57 689
1993 57 57 56 56 57 60 58 58 62 62 62 64 709
1994 62 62 62 62 62 62 62 62 62 59 58 59 734
1995 33 36 36 36 35 35 35 38 39 40 41 42 446
1996 42 42 42 42 43 44 44 44 44 42 43 44 516
1997 44 44 44 44 44 44 44 44 44 45 45 45 531
1998 45 45 45 46 46 46 45 45 45 45 45 46 544
1999 45 45 45 45 45 45 45 45 45 45 45 44 539
2000
COMMERCIAL>200 KW
1995 5 5 5 5 5 5 5 5 5 5 5 5 60
1996 5 5 5 5 5 5 5 5 5 5 5 5 60
1997 5 5 5 5 5 5 5 5 5 5 5 5 60
1998 5 5 5 5 5 5 5 5 5 5 5 5 60
1999 5 5 5 5 5 5 5 5 5 5 5 5 60
2000
09/15/2000ELEC SALES SUM 1990-2000 III-5
ELECTRIC SALES STATISTICS SUMMARY
Customer Count by Class
1 2 3 4 5 6 7 8 9 10 11 12
CUSTOMER CNT JANUARY FEBRUARY MARCH APRIL MAY JUNE JULY AUGUST SEPTEMBER OCTOBER NOVEMBER DECEMBER TOTAL
LIGHTING
1990 31 31 31 31 31 31 31 31 31 31 31 31 372
1991 31 31 31 31 31 31 31 31 31 31 31 31 372
1992 31 31 31 31 31 31 31 31 31 31 31 31 372
1993 31 31 31 31 31 31 31 31 31 31 31 31 372
1994 31 31 31 31 31 31 31 31 31 31 31 31 372
1995 31 31 31 31 31 31 31 31 31 31 31 31 372
1996 31 31 31 31 31 31 31 31 31 31 31 31 372
1997 31 31 31 31 31 31 31 31 31 31 31 31 372
1998 31 31 31 31 31 31 31 31 30 30 30 30 368
1999 32 32 32 32 32 32 32 32 32 32 32 32 384
2000
PUBLIC AUTHORITIES
1990 34 34 35 33 33 34 34 34 34 35 34 34 408
1991 34 34 34 34 34 34 34 34 34 34 34 34 408
1992 34 34 34 34 34 33 33 33 33 33 33 33 401
1993 33 33 33 33 33 33 33 33 35 37 37 37 410
1994 37 37 36 36 36 36 36 41 41 50 50 50 486
1995 44 43 43 43 44 44 44 44 44 44 46 46 529
1996 46 46 46 46 47 46 46 46 46 46 46 46 553
1997 46 46 46 46 46 46 46 46 46 46 45 45 550
1998 45 45 45 45 45 45 45 44 44 44 44 44 535
1999 44 44 45 45 44 44 44 44 45 45 45 45 534
2000
WATER
1990 30 30 30 30 30 30 30 30 30 30 30 30 360
1991 30 30 30 30 30 30 30 30 30 30 30 30 360
1992 30 30 30 30 30 30 30 30 30 30 30 30 360
1993 30 30 30 30 30 30 30 29 30 30 30 30 359
1994 30 30 30 30 30 30 30 30 30 30 30 30 360
1995 30 30 30 30 30 31 31 31 31 31 31 31 367
1996 31 31 31 31 31 31 31 31 31 31 32 32 374
1997 32 32 32 32 32 32 32 32 32 32 32 32 384
1098 32 32 32 32 32 32 32 32 32 32 32 32 384
1999 32 32 32 32 33 33 33 33 33 33 33 33 392
2000
OWN USE
1990 5 5 5 5 5 5 5 5 5 5 5 5 60
1991 5 5 5 5 5 5 5 5 6 5 5 5 60
1992 5 5 5 5 5 5 5 5 5 5 5 5 60
1093 5 5 5 5 5 5 5 5 5 5 5 6 61
1994 6 6 6 6 6 6 6 6 6 6 6 5 72
1995 6 6 6 6 6 6 6 6 6 6 6 6 72
1996 6 6 6 6 6 6 6 6 6 6 6 6 72
1997 6 6 6 6 6 6 6 6 6 6 6 6 72
1998 6 6 6 6 6 6 6 6 6 6 6 6 72
1999 6 6 6 6 6 6 6 6 6 6 6 6 72
2000
0911512000ELEC SALES SUM 1990-2000 111-6
ELECTRIC SALES STATISTICS SUMMARY
TRUCKEE DONNER PUBLIC UTILITY DISTRICT
Customer Count by Class
1 2 3 4 5 6 7 8 9 10 11 12
CUSTOMER CNT JANUARY FEBRUARY MARCH APRIL MAY JUNE JULY AUGUST SEPTEMBER OCTOBER NOVEMBER DECEMBER TOTAL.
SUMMARY
1990 6,902 6,901 6,910 6,909 6,950 6,995 7,057 7,089 7,121 7,183 7,512 7,222 84,751
1991 7,256 7,271 7,284 7,289 7,333 7,376 7,427 7,444 7,476 7,515 7,531 7,557 88,759
1992 7,560 7,559 7,569 7,615 7,655 7,698 7,801 7,814 7,811 7.848 7,874 7,904 92,708
1993 7,902 7,906 7,903 7,901 7,943 7,985 8,030 8,054 8,197 8,218 8,246 8,265 96,550
1994 8,336 8,344 8,356 8,387 8,430 8,483 8,507 8,543 8,576 8,563 8,597 8,626 101,748
1995 8,788 8,819 8,815 8,834 8,850 8,897 9,306 9,363 9,383 9,431 9,484 9,517 109,487
1996 9,522 9,573 9,591 9,609 9,626 9,670 9,716 9,746 9,763 9,795 9,810 9,828 116.249
1997 9,862 9,864 9,870 9,886 9,912 9,953 9,994 10,011 10,031 10,089 10,100 10,129 119.701
1998 10,140 10,142 10,153 10,204 10,190 10,023 10,054 10,089 10,116 10,154 10,164 10,190 121,619
1999 10,222 10,232 10,250 10,258 10,291 10,321 10,372 10,397 10,429 10,478 10,510 10.534 124,294
2000
09/15/2000ELEC SALES SUM 1990-2000 III-7
ELECTRIC SALES STATISTICS SUMMARY AVERAGE
TRUCKEE DONNER PUBLIC UTILITY DISTRICT
Cost and Cost/KWH by Class
1 2 3 4 5 6 7 8 9 10 11 12 MONTHLY
COST/RESIDENTIAL JANUARY FEBRUARY MARCH APRIL MAY JUNE JULY AUGUST SEPTEMBER OCTOBER NOVEMBER DECEMBER CONSUMPTION
1990 $446,792 $416.918 $404,325 $301,257 $235,586 $246,386 $228,911 $208,845 $216,253 $205,764 $232,538 $336,837 $3,480,412
1991 $516,075 $350,935 $366,197 $335,544 $256,887 $255,922 $224,476 $218,852 $210,518 $191,775 $238,687 $362,639 $3,528,507
1992 $477,032 $357,588 $310,493 $295,100 $235,165 $219,714 $245,282 $228,387 $214,831 $220.091 $261,562 $394,120 $3,459,365
1993 $475,436 $396,652 $413,289 $330,337 $269,124 $238,891 $251,625 $245,665 $245,133 $236.631 $262,009 $369,557 $3,734,350
1994 $459,651 $382,965 $376,988 $338,702 $271,375 $251,332 $252,018 $237,530 $255,107 $255,471 $298.610 $422.737 $3,802,486
1995 $534,536 $424,342 $448,407 $405,956 $352,338 $323,490 $300,710 $291,359 $289,733 $274,977 $321.037 $402,506 $4,369,393
1996 $556,727 $473,935 $497,409 $417,694 $342,702 $324,397 $319,510 $316,555 $317,430 $305,763 $356,307 $446,931 $4,675,359
1997 $616,743 $518,650 $479,337 $426,850 $374,309 $307,197 $334,570 $338,941 $317,756 $325,689 $350,541 $460,837 $4,851,420
1998 "` $594,726 $461,332 $470.583 $428,924 $367,807 $342,838 $326,721 $303.818 $303.028 $304.723 $343,070 $462,052 $4,709,622
1999 "' $591,794 $500,013 $505.494 $474,637 $367,947 $327,812 $327,292 $324,302 $323,562 $295.284 $337,243 $463.389 $4,838,767
2000
COST/KWH
1990 0.07841 0,07946 0.07994 0,08054 0.08097 0.07996 0.07763 0.07642 0.07481 0.07387 0,07364 0,07311 0,07759
1991 0.07403 0,07498 0.07682 0.07540 0.07529 0.07598 0.07503 0,07435 0,07167 0.07449 0.07485 0.07256 0.07462
1992 0.07323 0.07352 0.07372 0.07365 0,07378 0,07360 0.07332 0.07337 0.07352 0.07381 0,07400 0,07333 0,07354
1993 0.07319 0.07326 0,07342 0.07378 0.07424 0.07347 0.07364 0.07369 0,07367 0.07412 0.07393 0.07377 0,07363
1994 0.07343 0,07367 0.07367 0.07376 0.07426 0.07393 0.07360 0.07367 0.07359 0.07400 0.07406 0,07356 0.07374
1995 0.07333 0,07975 0.07955 0.07984 0.08020 0,08077- 0.08242 0.08302 0.08316 0.08300 0.08129 0.07977 0.07991
1996 0.07907 0.07956 0.07966 0.08027 0.08088 0.08169 0.08272 0.08295 0.08274 0,08210 0.08013 0,07879 0.08059
1997 0.07828 0.07910 0,07972 0.07979 0.07982 0.07873 0.08228 0.08207 0.08254 0,08165 0.08099 0,07962 0.08014
1998 0.07038 0.07141 0.07124 0,07162 0.07222 0.07238 0,07334 0,07433 0.07414 0,07356 0,07274 0.07093 0,07208
1999 0.07055 0,07118 0.07111 0,07131 0.07212 0.07336 0.07394 0.07445 0.07392 0.07435 0.07316 0,07138 0,07224
2000
COST/COMMERCIAL 1 2 3 4 5 6 7 8 9 10 11 12 MONTHLY
<50 KV JANUARY FEBRUARY MARCH APRIL MAY JUNE JULY AUGUST SEPTEMBER OCTOBER NOVEMBER DECEMBER CONSUMPTION
1990 $120,776 $108,265 $111,119 $107,309 $85,750 $96,324 $93,911 $88,411 $93,347 $87,257 $88,362 $107,417 $1,188,247
1991 $127,202 $110,269 $101,268 $105,346 $93,522 $104,337 $102,962 $97,503 $98,643 $88,306 $98,485 $115.281 $1,243,124
1992 $131,439 $114,882 $102,692 $107,102 $97,272 $96,121 $104,978 $105,112 $100.208 $93,782 $97,785 $120,605 $1,271,977
1993 $144,134 $99,253 $118,990 $111,783 $100,003 $98,919 $110,906 $109,187 $111,885 $100,997 $99,333 $117,209 $1,322,597
1994 $128,852 $110,847 $119,291 $119,823 $109,488 $105,858 $114,719 $106,655 $112,886 $104,600 $99,709 $127,712 $1,360,439
1995 $156,634 $131,820 $136,863 $126,511 $123,863 $124,671 $119,998 $125,259 $121,221 $118,124 $120,998 $136,857 $1,542,818
1996 $154,240 $146,455 $143,017 $135,034 $126,430 $127,752 $129,464 $137,640 $138,551 $129,135 $130.767 $145,139 $1,643,623
1997 $173,338 $150,185 $147,220 $144,388 $139,607 $130,219 $134,720 $141,773 $137,207 $137,087 $127.518 $148,367 $/,711,629
1998 $147,286 $131,876 $135,847 $131,848 $126,345 $120,161 $131,158 $132,828 $134,023 $121,585 $116,902 $140,792 $1,570,650
1999 $155,460 $141,742 $163,448 $140,271 $123,709 $127,256 $135,271 $137,556 $138,962 $125,816 $126,355 $144,495 $1,660,340
2000
COST/KWH
1990 0.09911 0,09978 0.10010 0.10329 0A0359 0.10315 0.10182 0.10089 0.09526 0.08870 0.09658 0.09613 0,09895
1991 0.09711 0,09788 0.08907 0.09874 0.09721 0,09920 0,09752 0,09687 0.09419 0.09623 0.09634 0.09582 0,09632
1992 0,09288 0.09335 0.09306 0.09389 0.09463 0.09533 0.09506 0,09537 0.09658 0.00652 0.09631 0.09629 0,09486
1993 0.09649 0,09656 0.09646 0.09682 0.09670 0.09681 0.09673 0.09692 0.09681 0.09674 0.09666 0,09631 0,09666
1994 0.09625 0.09585 0.09582 0.09643 0.09664 0.09668 0.09941 0.09680 0,09685 0,09626 0,09589 0,09665 0,09662
1995 0.09785 0.09099 0,09078 0,09138 0,09161 0.09066 0,09176 0.09196 0,09432 0.09259 0.09182 0,08861 0.09205
1990 0,09039 0.09057 0.09075 0.09089 0.09111 0.09108 0.09156 0.09051 0.09100 0.09119 0.09132 0.09064 0,09090
1997 0,08951 0,09026 0.09056 0,09073 0.09077 0.09129 0.09161 0.09075 0.09161 0.09157 0.09167 0,09097 0,09089
1998 0,08092 0,08085 0.08117 O.08073 0.08073 0.08183 0.08142 0.08179 0.08214 0,08196 0.08252 0.08157 0.08145
1999 0.08036 0.08093 0.08010 0,08075 0.08167 0.08173 0.08156 0.08118 0.08146 0.08181 0.08213 0.08134 0.08120
2000 R #DIV/01 #DIV/01 #DIV/01 #DIV/0! #DIV/01 #DIV/01 #DIV/0! #DIV/01 #DIV/0! #DIV/01 #DIV/01 #DIV/01 #DIV/01
09/15/2000ELEC SALES�egbV 1 l�8es� ` wholesale energy credit for kwh&kw costs III 8
ELECTRIC SALES STATISTICS SUMMARY
TRUCKEE DONNER PUBLIC UTILITY DISTRICT
Cost and Cost/KWH by Class
COST/COMMERCIAL 1 2 3 4 5 6 7 8 9 10 11 12 MONTHLY
>50 KV JANUARY FEBRUARY MARCH APRIL MAY JUNE JULY AUGUST SEPTEMBER OCTOBER NOVEMBER DECEMBER CONSUMPTION
1990 $155,346 $164,771 $151,496 $146,726 $158,601 $163,636 $161,129 $154,513 $156,665 $142,870 $149,362 $146,445 $1,851,660
1991 $150,729 $132,016 $158,731 $134,196 $158,864 $169,472 $156,997 $164,846 $159,804 $166,118 $170,352 $175,327 $1,897,452
1992 $167,644 $155,745 $154,261 $170,672 $170,000 $173,925 $174,650 $169,187 $179,647 $168,746 $172,885 $171,345 $2,028,708
1993 $163,436 $169,302 $159,096 $172.725 $155,731 $191,856 $188,272 $178,031 $191,381 $176,052 $168.513 $193,695 $2,107,089
1994 $160,325 $173,241 $169,317 $171,765 $167,903 $190,967 $178,564 $194,151 $181,941 $176,478 $170,828 $190,990 $2,126,470
1995 ' $77,993 $6903 $67,829 $65,345 $59,360 $57,952 $52,998 $52,628 $31,521 $54,130 $56,057 $62,778 $708,275
1996 $72.118 $71,422 $70,887 $69,179 $64,450 $63,754 $62,140 $62,596 $62,528 $62,939 $63,086 $68,447 $793,547
1997 $78,867 $73,920 $71,914 $71,287 $67,990 $62,615 $59,388 $65,591 $61,951 $63,291 $64,886 $70,996 $81207
1998 $73,080 $68,624 $69,021 $65,508 $64.814 $60,454 $60,518 $57,264 $62,202 $55,266 $56,680 $63.961 $757,392
1999 "' $77,994 $68,126 $69,088 $69,455 $64.452 $60,053 $60,504 $61,888 $61,094 $64,292 $56,188 $63,052 $776.185
2000
COST/KWH
1990 0.08382 0.08289 0.08590 0.09590 0.09562 0.09533 0.09316 0.08711 0.08763 0.08910 0.08466 0.07796 0,08797
1991 0,07700 0.08015 0.07664 0.08794 0.08754 0.08704 0.08785 0.08567 0.08412 0.08619 0.08300 0.07219 0.08256
1992 0.05980 0.07687 0.07685 0,08270 0.08487 0.08414 0.08346 0,08626 0.08271 0,08547 0,08251 0,07460 0.07936
1993 0.07717 0.07550 0.07707 0,07364 0.09111 0.07990 0.08120 0.07910 0.08248 0,08545 0,08666 0.07689 0.08017
1994 0,07374 0,07616 0.07640 0.07518 0.08647 0.08103 0.08486 0.07992 0.08260 OD8361 0.08674 0.07334 0.07974
1995 0.08206 0,06701 0.07909 0.07182 0,07344 0.07479 0.07119 0.07069 0.09275 0,07648 0.07153 0,07199 0.07430
1996 0.06984 0,06901 0.07023 0,07084 0,07255 0.07286 0.07561 0.07335 0.07225 0.07250 0,07592 0,07026 0,07194
1997 0.06598 0.07143 0.06948 0.07023 0.07089 0.07506 0.07388 0.06678 0.07431 0.07222 0.07542 0,07085 0,07109
1998 0.06087 0.06334 0.06166 0.06331 0,06398 0.06805 0.06591 0.06305 0.06714 0.06373 0.06750 0,06390 0,06419
1999 0.06286 0,06480 0.06219 0.06335 0,06487 0.06666 0,06638 0.06459 0.06496 0.06277 0.07048 0.06426 0.06465
2000 #DIV/O! #DIV/0! #DIV/01 #DIV/01 #DIV/0! #DIV/01 #DIV/01 #DIV/01 #DIV/O! #DIV/01 #DIV/01 #DIV/O! #DIV/O!
COST/COMMERCIAL 1 2 3 4 5 6 7 8 9 10 11 12 MONTHLY
>200 KV JANUARY FEBRUARY MARCH APRIL MAY JUNE JULY AUGUST SEPTEMBER OCTOBER NOVEMBER DECEMBER CONSUMPTION
1995 $77,063 $62,989 $69,938 $66,555 $80,042 $83,993 $87,456 $89,703 $17,816 $78,521 $86,645 $80,473 $881,194
1996 $63,579 $64,053 $64,406 $60,255 $63,883 $85,546 $81,714 $90,019 $87,290 $86,998 $81.070 $72,908 $901,721
1997 $79,286 $73,349 $66,997 $66,744 $76,429 $74,735 $77,699 $94,952 $80,545 $82,436 $76.854 $74.081 $924T06
1998 $61,204 $57,584 $53A50 $55,671 $61,203 $69,980 $74,429 $78,507 $81,097 $71,817 $67,444 $63,562 $795,947
1999 $60,379 $55,737 $56,500 $58,317 $56,527 $70,836 $78,533 $85,928 $85,172 $83,767 $78,577 $77,029 $847,302
2000 "
COST/KWH
1995 0,07314 0,05961 0,06024 0.06336 0.07238 0.06937 0,06951 0.06818 0.08619 0.07261 0.06801 0,07069 0,06824
1996 0,05977 0.05964 0.06155 0.06129 0.06234 0.06780 0,07066 0,06791 0.06763 0.06706 0,07075 0,07189 0.06590
1997 0,06219 0.06022 0,06116 0.06140 0.06661 0.07115 0.06992 0.06489 0.06980 0.06810 0.06943 0,07002 0.06612
1998 0.05633 0.05424 0.05455 0.05663 0,05829 0.06199 0.06067 0.06027 0.06354 0.05801 0,06305 0.06512 0.05949
1999 0.05291 0.05573 0.05401 0.05441 0.05469 0.06429 0.06333 0,06052 0.06092 0.06038 0.06462 0,06339 0.05937
2000 #DIV/O! #DIV/0! #DIV10! #DIV/O! #DIV/01 #DIV/0! #DIV/01 #DIV/01 #DIV/01 #DIV/0! #DIV10! #DIV/0! #DIV/01
'Split of some customers into new rate for>200 KV
Revenue includes 11%wholesale energy credit for kwh&kw costs
09/15/2000ELEC SALES SUM 1990-2000 111-9
ELECTRIC SALES STATISTICS SUMMARY
TRUCKEE DONNER PUBLIC UTILITY DISTRICT
Cost and Cost/KWH by Class
COST/COMMERCIAL 1 2 3 4 5 6 7 8 9 10 11 12 MONTHLY
Public Authorities JANUARY FEBRUARY MARCH APRIL MAY JUNE JULY AUGUST SEPTEMBER OCTOBER NOVEMBER DECEMBER CONSUMPTION
1990 $8,484 $8,649 $8,603 $8,160 $5,989 $6,782 $7,228 $6,173 $6,376 $6,282 $6,525 $8,257 $87,507
1991 $9.842 $8,364 $8,309 $8,497 $6,587 $7,624 $6,520 $5,920 $6,262 $5,588 $6,403 $7,980 $87,896
1992 $9.268 $8,556 $7,205 $7,767 $7,017 $5,805 $5,963 $5,575 $4,992 $5,262 $6,440 $7,881 $81,732
1993 $9.025 $7,706 $8,245 $7,077 $7,300 $5,208 $5,893 $5,089 $5,337 $5,489 $5,491 $6,430 $78.292
1994 $7,283 $6,662 $6,479 $6,971 $6.849 $5.364 $5,433 $5,628 $6,575 $6,518 $6,522 $7,701 $77,986
1995 $8,700 $7,132 $7,031 $6,864 $6,583 $6,165 $6,213 $6,286 $6,443 $5,938 $6,931 $7,375 $81,662
1996 $8,605 $7,890 $7,871 $6,921 $6,318 $6,324 $5,841 $6,088 $6,197 $6,082 $6,679 $7,387 $82,203
1997 $81851 $7,965 $7,823 $7,083 $6,871 $5,967 $6,014 $6,622 $6,061 $6,685 $6,351 $7,711 $84,002
1998 " $7,963 $7,222 $7,619 $6,582 $6,489 $6,602 $6,428 $5,750 $5,907 $6,133 $5,895 $7,802 $80.392
1999 " $8,078 $6,924 $7,276 $7,951 $6,223 $5,708 $5,552 $5,822 $5,800 $5,369 $5,858 $7,144 $77,705
2000
COST/KWH
1990 0.10179 0,10245 0.10301 0.10330 0,10494 0,10347 0.09398 0,09235 0,09867 0.09742 0.09696 0,09660 0,09961
1991 0.09748 0.09815 0.09999 0,09900 0.09853 0.09957 0.09892 0.09834 0.09570 0.09772 0.09782 0.09648 0-09816
1992 0.09694 0.09703 0.09706 0.09703 0.09703 0,09725- 0.09721 0,09721 0,10031 0,09729 0,09700 0.09693 0,09726
1993 0.09684 0.09713 0,09695 0,09716 0.09681 0.09782 0.09713 0.09699 0.09705 0.09701 0.09719 0.09691 0,09706
1994 0.09696 0.09751 0.09727 0.09739 0.09708 0.09746 0.09740 0.09748 0.09738 0,09736 0.09742 0,09287 0.09687
1995 0.09707 0,09286 0.09245 0.09296 0.09341 0.09247 0.09432 0,09353 0.09376 0.09386 0.09323 0.09174 0.09351
1996 0.09203 0.09239 0.09240 0.09301 0.09350 0,09360 0.09396 0,09371 0.09361 0,09372 0.09320 0.09269 0.09307
1997 0,09193 0.09235 0.09243 0.09302 0.09316 0.09396 0,09391 0.09336 0.09387 0,09331 0.09358 0.09251 0.09303
1998 0.08265 0.08226 0.08238 0.07392 0.08205 0.08310 0.08323 0.08382 0.08355 0.08335 0.08356 0.08227 0.08206
1999 0,08184 0.08243 0.08223 0.08193 0.07814 0.07795 0,07793 0.07796 0.07796 0.07791 0,07808 0,07815 0.07955
2000 #DIV/0! #DIV/01 #DIV/0! #DIV/0! #DIV/01 #DIV/01 #DIV/0! #DIV/0! #DIV/0! #DIV/0! #DIV/01 #DIV/0! #DIV/0!
COST/COMMERCIAL 1 2 3 4 5 6 7 8 9 10 11 12 MONTHLY
Water Pumping JANUARY FEBRUARY MARCH APRIL MAY JUNE JULY AUGUST SEPTEMBER OCTOBER NOVEMBER DECEMBER CONSUMPTION
1990 $38,260 $33,148 $32,331 $40,153 $33,597 $43,626 $53,309 $53,561 $55,984 $54,961 $43,411 $35,906 $518,248
1991 $43,229 $44,953 $30,086 $46,273 $41,300 $45,946 $59,638 $65,178 $69,378 $64,329 $48,047 $32,563 $590,920
1992 $45,045 $30.829 $27,829 $26,527 $25,589 $51,252 $45,279 $52,636 $48,361 $43,439 $30,108 $30.850 $457,744
1993 $47,918 $41,349 $37,792 $44,508 "` -$11,042 $34,926 $50,832 $56,476 $56,182 $47,646 $31,107 $31,498 $469,193
1994 $33.349 $31,799 $31,583 $35,971 $35,101 $41,882 $68.946 $69,473 $76,262 $49,796 $32,946 $28,600 $535,707
1995 $49,382 $51,139 $12,293 $29,656 $22,032 $32,988 $44,725 $50,207 $35,442 $42,939 $36,437 $33,020 $440,260
1996 $32,726 $32,617 $35,733 $31,523 $32,365 $38,932 $50,100 $54,970 $55,576 $44,089 $35,185 $30,767 $474,584
1997 $36,184 $35,626 $34,504 $34,734 $34,805 $41,320 $45,646 $62,986 $55,123 $49,602 $32,248 $30.763 $493,442
1998 " $31,862 $30,942 $30,664 $28,100 $24,988 $30,983 $45,096 $56,930 $54.752 $39,851 $26,501 $31,006 $431,674
1999 " $38,656 $36,345 $34,822 $36,729 $32,721 $36,982 $59,367 $63,634 $59,090 $48,972 $40,539 $31,773 $51%629
2000 "
COST/KWH
1990 0.10259 0,10310 0.10444 0.10374 0,10389 0.10308 0.10094 0.09968 0.09813 0.09672 0.09632 0.09620 0.10032
1991 0.09735 0.09795 0,09991 0,09872 0.09797 0.09918 0,09834 0.09763 0.09484 0,09691 0.09740 0,09596 0,09752
1992 0.09659 0,00669 0.09664 0.09678 0,09673 0,09665 0.09672 0.09667 0,09667 0.09666 0.09674 0,09668 0.09668
1993 0.09660 0.09662 0.09662 0,09662 0.09571 0.09652 0.09664 0.09664 0.09664 0.09662 0,09663 0.09667 0.09664
1994 0.09669 0,09663 0.09667 0,09660 0.09660 0,09623 0.09637 0.09638 0.09639 0,09626 0.09611 0,09591 0,09639
1995 0.09624 0.08811 0.07811 0,08803 0,08885 0.07899 0.07581 0,07852 0,08871 0.07856 0.07805 0.08401 0,08324
1996 0.09103 0.08806 0.08920 0,08953 0.08792 0.07994 0.07744 0,07807 0,07790 0,07551 0,07847 0,08804 0.08205
1997 0.08719 0,08356 0.08706 0,08909 0.08757 0.08172 0.08209 0.07546 0.07666 0.07844 0.08509 0.08847 0,08226
1998 0.07686 0.07537 0.07894 0.08258 0.08399 0.07396 0.07348 0,06737 0.06608 0.06718 0,07308 0.08253 0,07330
1999 0.07430 0.07539 0,07494 0,07295 0.07700 0.07446 0.06839 0,06445 0.06841 0.06691 0.07067 0.07880 0,07099
2000 #DIV/01 #DIV/01 #DIV/0! #DIV/01 #DIV/01 #DIV/01 #DIV/01 #DIV/01 #DIV/0! #DIV/01 #DIV/01 #DIV/01 #DIV/0!
-Revenue includes 11/wholesale energy credit for kwh&kw costs
" H!gh estimates in prior months caused negative revenue in May 1993
09115/2000ELEC SALES SUM 1990-2000 III-10
ELECTRIC SALES STATISTICS SUMMARY
TRUCKEE DONNER PUBLIC UTILITY DISTRICT
Cost and Cost/KWH 6y Class
COST SUMMARY 1 2 3 4 5 6 7 8 9 10 11 12 YEARLY
JANUARY FEBRUARY MARCH APRIL MAY JUNE JULY AUGUST SEPTEMBER OCTOBER NOVEMBER DECEMBER TOTALS
1990 $769,658 $731,751 $707,873 $603,605 $519,523 $556,754 $544,488 $511,503 $528,625 $497,133 $520,199 $634,862 $7,125,974
1991 $847,077 $646,536 $664,591 $629,856 $557,161 $583,300 $550,592 $552,299 $544,607 $516,116 $561,974 $693,790 $7,347,899
1992 $830.427 $667,600 $602,481 $607,168 $535,043 $546.817 $576,153 $560,898 $548,039 $531.320 $568,780 $724,801 $7,299,526
1993 $839,949 $714,262 $737,413 $666,430 $521,116 $569,800 $607,527 $594,448 $609,917 $565.816 $566,454 $718.389 $7,711,521
1994 $789,459 $705,513 $703,659 $673,231 $590,716 $595,403 $619,680 $613,436 $632,771 $592,863 $608,616 $777,741 $7,903,088
1995 $904,308 $747,105 $742,361 $700,887 $644,219 $629,261 $612,099 $615,441 $502,177 $574,630 $628,105 $723,009 $8,023,601
1996 $887,993 $796,371 $819,324 $720,606 $636,148 $646.705 $648,770 $667,868 $667,572 $635,007 $673,095 $771,579 $8,571,037
1997 $993,270 $859,696 $807,795 $751,086 $700,011 $622,052 $657,937 $710,865 $658,641 $664,790 $658,397 $792,755 $8,877,295
1998 $916,122 $757,580 $767,184 $716,633 $651,646 $631,017 $644,349 $635,097 $641,008 $599,375 $616,492 $769,176 $8,345,678
1999 $932,362 $808,886 $836,629 $787,358 $651,579 $628,647 $666,520 $679,129 $673,679 $623,499 $644,760 $786,882 $8,719,929
2000 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0
0 911 512 0 0 0ELEC SALES SUM 1990-2000 III-1 i
u �TRUCKEE
III
DONNER
Public i District
TRUCKEE DONNER PUBLIC UTILITY DISTRICT
SYSTEM MONTHLY PEAK LOAD 1995 - 2000
SYSTEM PEAK INCLUDING LOAD COVERED BY OWN GENERATION
(Truckee Donner Public Utility District currently does not own any generation)
Calendar Year: 2000
KW MWH KW MWH
Janu 26,252 12,831 July 19,066 10,480
February 27,647 11,838 August
March 23,355 11,697 Se tember
A ril 19,393 9,947 October
May 17,605 11 9,783 November
June 17,011 9,619 December
YTD 2000 1 76,194
SYSTEM PEAK INCLUDING LOAD COVERED BY OWN GENERATION
(Truckee Donner Public Utility District currently does not own any generation)
Calendar Year: 1999
KW MWH KW MWH
Jams 27,121 12,708 July 18,699 10,040
February 26,375 11,695 Au st 17,974 9,900
March 23,276 112895 September 17,838 9,214
April 22,640 10,620 October 19,141 9,677
May 16,651 9,418 November 21,197 10,343
June 16,878 4,236 December 28,591 12,926
Total 1999 127,672
SYSTEM PEAK INCLUDING LOAD COVERED BY OWN GENERATION
(Truckee Donner Public Utility District currently does not own any generation)
Calendar Year: 1998
KW MWH KW MWH
Janu 27,203 12,198 July 18,085 9,527
February 25,739 11,022 Au st 16,752 9,617
March 23,933 11,205 September 17,488 8,728
April 20,806 10,111 October 17,437 9,535
Ma 17,594 9,586 November 22,588 10,560
June 14,886 8,562 December 28,815 13,177
Total 1998 1 123,829
C:\mydocuments\uamps\system peak load 1995-2000
09/15/2000 III- 12
SYSTEM PEAK INCLUDING LOAD COVERED BY OWN GENERATION
(Truckee Donner Public Utility District currently does not own any generation)
Calendar YeT21,914.
1997 "tember
W MWH
Janua 18,308 9,361
Febru st 16,928 9,283
March ember 16,560 8 396A ril ber 16,865 9,101Ma mber 21,480 9,719June 1 mber 27,762 12,594
Total 1997 1118,130
SYSTEM PEAK INCLUDING LOAD COVERED BY OWN GENERATION
(Truckee Donner Public Utility District currently does not own any generation)
Calendar Year: 1996 WH
MH
62 9,18 4
Jan 21, 10,89 Jul 17,
February23,917 10,47 August 16,641 9,156
March 21,141 10,70 September 16,402 8,380
April 095 8,949 October 17,723 9,116
May 16903 8,6589 November 21,350 9,66
26,145 11817
June 15,128 8,296 December ,115,296
1 1 Total 1996 SYSTEM PEAK INCLUDING LOAD COVERED BY OWN GENERATION
(Truckee Donner Public Utility District currently does not own any generation)
Calendar Year: 1995
KW
MJuan e , MW KW MWH
January26,996 12,446 Jul 16,052 8,33 5
10,00 August 15,679 8,807
Febru 21,590 16, 8,058
March 22,260 11,616 622 8,392
April 18,340 8,973 October 16,
14863 8,242 November 17,485 8,531
14,453 7,672 24,493 10,908
oa
111,987
Summary of Source of Power by Year: (TDPUD does not own any generation)
2000 - Power Purchase Agreement from Idaho Power Company
1999 - Power Purchase Agreement from Idaho Power Company
1998 - Power Purchase Agreement from Idaho Power Company
1997 - Part of the Year Full requirements of Sierra Pacific,Part from Idaho Power
1996 - Full requirements from Sierra Pacific
1995 - Full requirements from Sierra Pacific
C:\rnydocuments\uamps\system peak load 1995-2000 III- 13
09/15/2000
TRUCKEE DONNER
PUblic Utility District
FIVE LARGEST CUSTOMERS BY LOAD
1999 Annual Data
1999 Annual
Customer Type of Business KWH Sold Electrical Billings
Truckee Donner PUD Water Department* Water Utility 7278946 $516,266.33
Tahoe Truckee Sanitation Agency* Sewer Plant 6000000 $323,547.00
Tahoe Forest Hospital* Hospital 3661800 $205,965.92
Safeway Stores Inc. Grocery Store 2138700 $112,103.11
Tahoe Truckee Unified School District* School District 1810200 $128,198,08
* Denotes that this customer has multiple meters and service locations and the KWH
Sold and the Electrical Billings are a sum of these meter locations.
III - 14