HomeMy WebLinkAboutRES 2000-15 - Board Public Utility District
Resolution No. 200045
AGREEING TO MEMBERSHIP IN UTAH ASSOCIATED MUNICIPAL POWER SYSTEMS; AUTHORIZING
THE EXECUTION AND DELIVERY OF THE UTAH ASSOCIATED MUNICIPAL POWER SYSTEMS
AMENDED AND RESTATED AGREEMENT FOR JOINT AND COOPERATIVE ACTION WITH UAMPS;
AND RELATED MATTERS
WHEREAS, Truckee Donner Public Utility District, herein called "Truckee Donner" is a public agency
of the State of California, and (i) owns and operates an Electric System for the provision of electric service
at retail to the general public within its service area, and (ii) is eligible for a preference contract from a federal
power marketing agency, and (iii) is interested in becoming a participant of a UAMPS Project.
Whereas, Utah Associated Municipal Power Systems, a political subdivision of the State of Utah
("UAMPS") has been organized pursuant to the laws of the State of Utah by certain political subdivisions of
the States of Utah, Arizona, Idaho, New Mexico and Nevada (collectively, the "Members") each of which
possesses legal power and authority to (i) acquire, construct, own and operate local utility facilities for the
provision of electric service, (ii) enter into contracts for the purchase and sale of electric power and energy
and (iii) enter into agreements for the joint exercise of powers with other public agencies;
Whereas, DAMPS has been organized to accomplish the purposes of the joint and cooperative action
of the Members 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 (the"Joint Action Agreement"),
which purposes include the acquisition, construction, ownership and operation of facilities for the generation
of electric power and energy, the execution of contracts for the purchase and sale of electric power and
energy and various other purposes so as to secure reliable and economic sources of power and energy for
the Members and thereby enhance the operations of the Members' respective municipal electric systems:
Whereas, Truckee Donner now desires to become a member of UAMPS pursuant to the provisions
of the Joint Action Agreement.
Whereas, the Joint Action Agreement requires that Truckee Donner adopt and file with UAMPS a
resolution agreeing to membership in UAMPS and accepting the terms and conditions of the Joint Action
Agreement and that Truckee Donner enter into a Power Pooling Agreement(the"Power Pooling Agreement")
with UAMPS; and move forward with investigation of "Resource 2000"with UAMPS;
Whereas, Truckee Donner now desires to authorize the execution and delivery of the Joint Action
Agreement and the Power Pooling Agreement, investigate participation of the"Resource 2000" Project, and
the taking of other necessary actions in connection therewith;
NOW THEREFORE BE IT RESOLVED by the Board of Directors of the District as follows:
Section 1. Membership in UAMPS; Execution, Delivery and Filing of the Joint Action Agreement. (a) Truckee
Donner hereby agrees to become a member of UAMPS under and pursuant to the Joint Action Agreement
as heretofore executed by the Members of UAMPS and the By-Laws adopted by the Board of Directors of
UAMPS thereunder, in the forms attached as Exhibit A and Exhibit B, respectively to this Resolution.
The
Joint Action Agreement is hereby authorized and approved, and President of Truckee Donner's Board of
Directors is hereby authorized, empowered and directed to execute and deliver the Joint Action Agreement
on behalf of Truckee Donner, and the District Clerk is hereby authorized, empowered and directed to attest
to, the Joint Action Agreement.
Promptly upon its execution, the Joint Action Agreement shall be filed in the official records of Truckee
Donner.
Section 2. Other Actions with Respect to the Joint Action Agreement. (a) Stephen Hollabaugh is hereby
appointed as Truckee Donner's Representative to DAMPS for all purposes of the Joint Action Agreement.
Such appointment shall remain in effect until the resignation or removal of such individual as the Truckee
Donner's Representative to DAMPS.
(a) The Board President, the District Clerk and other officers and employees of Truckee Donner
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 Joint Action Agreement, the Power Pooling Agreement, investigation of the"Resource 2000 Project',
and the performance of each thereof.
Section 3. Miscellaneous; Effective Date. (a)All previous acts and resolutions in conflict with this resolution
or any part hereof are hereby repealed to the extent of such conflict.
(a) 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.
(b) This resolution shall take effect immediately upon its adoption and approval.
PASSED AND ADOPTED by the Board of Directors at a meeting duly called and held within the District
on the i6 5Weo---fooz>by the following roll call vote:
AYES: Aguera, VanGundy and Hemig.
NOES: Sutton.
ABSENT: Maass.
TRUCK ONN PUBLIC UTILITY (STRICT
BY
J. Rn
emig, President, Board of Direc rs
ATTEST:
Peter L. Holzmeister, Clerk of the Board
SH
EXECUTION COPY
UTAH ASSOCIATED MUNICIPAL POWER SYSTEMS
AMENDED AND RESTATED AGREEMENT
FOR JOINT AND COOPERATIVE ACTION
THIS AMENDED AND RESTATED AGREEMENT FOR JOINT AND
COOPERATIVE ACTION ("Joint Action Agreement"), dated as of February 17, 1999 is made
and entered into among the Public Agencies that are parties to this Joint Action Agreement
pursuant to the provisions of the Interlocal Cooperation Act, Title 11, Chapter 13, Utah Code
Annotated 1953, as amended and supplemented from time to time (the "Act").
RECITALS
WHEREAS, Utah Associated Municipal Power Systems ("UAMPS") was
previously created pursuant to the provisions of the Act by the Utah Associated Municipal Power
Systems Agreement for Joint and Cooperative Action dated as of October 15, 1980 (the "Original
Agreement");
WHEREAS, the Original Agreement has been amended and restated from time to
time, including the Amended and Restated Agreements for Joint and Cooperative Action dated as
of March 27, 1990 and April 19, 1995 (collectively the "Restated Agreement") and the Equity
Members deem it necessary and desirable to enter into this Joint Action Agreement to make
further amendments and modifications to the Original Agreement and the Restated Agreement;
and
WHEREAS, in furtherance of the purposes of the Original Agreement and the
Restated Agreement, UAMPS has developed facilities, expertise and personnel that enable
DAMPS to provide a range of wholesale electric utility services to the Equity Members and in
furtherance of the purposes of UAMPS and in order to better promote and foster the benefits of
public power and to better achieve economies of scale, efficiencies and other benefits to the
Equity Members, each of the Equity Members now desire to enter into this Joint Action
Agreement to provide, among other things for the admission of additional entities that are
eligible for a preference contract with a federal power marketing agency as Members of DAMPS
and to better enable DAMPS to provide wholesale electric utility services to such Members.
NOW THEREFORE, the parties hereto agree as follows:
Section 1. Definitions.
Capitalized terms used herein shall have the meanings ascribed to such
terms in the recitals of this Joint Action Agreement and the meanings set forth below:
1.1 Board means the Board of Directors of UAMPS established
pursuant to Section 11 hereof.
1.2 Director means each Member Representative of the Equity
Members elected or deemed elected as a Director. Only individuals serving as Member
Representatives for the Equity Members and elected or deemed elected may be Directors.
Alternate Member Representatives for the Equity Members shall not be entitled to act as
a Director in the event of the absence or unavailability of a Director.
1.3 Electric System means a network of poles, wires, transformers,
substations and appurtenant items which constitute the facilities necessary to provide
retail electric service within a Member's service area.
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1.4 Equity Member means (i) each of the Members designated as an
Equity Member in Appendix A, and (ii) each Member that is a Public Agency which, in
the future, becomes an Equity Member in accordance with the requirements of Section 6
hereof.
1.5 Meetin!or Meet means, as applicable, an annual, regular or
special meeting of the Equity Members, the Members, the Board, any of the Project
Management Committees or any of the Committees of the Board established pursuant to
Section 13 hereof, duly noticed and held in accordance with applicable law, this Joint
Action Agreement, and the Bylaws, at which a quorum (as defined in the Bylaws) is
present.
1.6 Member means, (i) each of the Members listed in Appendix A and
(ii) each entity that becomes a Member of UAMPS in accordance with the requirements
of Section 7 hereof.
1.7 Member Representative means the person appointed by a
Member to be such Member's Representative to UAMPS and all applicable Project
Management Committees. Each Member shall appoint one Member Representative and
may appoint one Alternate Member Representative. A Member Representative shall not
be a member of the board of directors or governing body of or be employed by any
electric utility which is not a Member of UAMPS or of any other organization which is
not a Member of DAMPS which provides electric service in competition with DAMPS or
any Member. No individual shall serve as the Member Representative for more than one
Member. In the event that an individual is a Member Representative of one Member and
an Alternate Member Representative for another Member, such individual may not
represent more than one Member at any Meeting of the Equity Members or Members. An
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Alternate Member Representative appointed by such Member shall serve as such
Member's Alternate Member Representative in the event of the absence or unavailability
of such Member's Representative.
1.8 Project means
(a) facilities for any or all of the generation, transmission and
distribution of electric power or energy and all rights, properties
and improvements necessary therefor, including fuel and water
facilities and resources, common facilities, buildings, structures,
improvements and facilities appurtenant thereto or provided
therefor, and land necessary therefor, whether by way of
ownership, divided or undivided ownership interest, contractual
right to the output or capacity thereof or otherwise;
(b) feasibility, environmental or other studies with respect to a
proposed Project and all surveys, estimates, licenses, permits,
rights, approvals, litigation and options pertaining thereto;
(c) contracts between UAMPS and other parties for the purchase, sale,
transmission, distribution, and generation of electric power and
energy; and
(d) such other facilities, improvements and activities, including legal,
legislative and financial activities as shall be consistent with the
purposes of UAMPS and this Joint Action Agreement.
In order to establish a Project, at least two Equity Members of UAMPS
must agree to participate in such Project under contractual arrangements with DAMPS.
Any Project may be situated in whole or in part within or without the State of Utah.
Distribution facilities which are for the purpose of providing electric service directly to
consumers of electric power within the boundaries of a Member's service area and which
are interconnected directly with such customers shall not be included within a Project for
purposes of this Joint Action Agreement.
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1.9 Public Agency means a "public agency" as defined in the Act.
Section 2. Creation of UAMPS.
2.1 The parties to this Joint Action Agreement hereby ratify and
confirm the creation, pursuant to the Act, of a separate legal entity as a political
subdivision of the State of Utah known as UTAH ASSOCIATED MUNICIPAL POWER
SYSTEMS to accomplish the purposes of their joint and/or cooperative action as set forth
herein and as provided for in the Act.
2.2 UAMPS shall continue to exercise such rights and powers and
have such duties and obligations as provided for by the Original Agreement and the
Restated Agreement, as heretofore amended and supplemented and as amended and .
supplemented hereby. From and after the effective date of this Joint Action Agreement, it
shall supersede, in all respects, the Original Agreement and the Restated Agreement, as
heretofore amended and supplemented, without in any way calling into question or
casting any doubt upon any action previously taken by UAMPS under the Original
Agreement and the Restated Agreement, as so amended and supplemented.
2.3 Without limiting the foregoing, from and after the effective date of
this Joint Action Agreement, UAMPS shall be bound by each and every resolution,
contract and agreement, enacted by UAMPS or executed by DAMPS prior to the effective
date of this Joint Action Agreement, including, without limitation, all resolutions, bond
resolutions and indentures, ownership agreements, participation agreements, transmission
service contracts, transmission purchase contracts, power sales contracts and power
purchase contracts. DAMPS'present rights and obligations under such resolutions,
indentures, contracts and agreements shall in no way be affected by this Joint Action
Agreement; provided however, that the voting procedures set forth in the various Project
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contracts and agreements shall be modified by the execution of this Joint Action
Agreement to conform to the voting procedures set forth in Sections 11 and 13 hereof.
Section 3. Term of Joint Action Agreement.
3.1 The term of this Joint Action Agreement shall be for a period of
fifty (50) years commencing with the effective date of this Joint Action Agreement, and
for such additional terms or extensions as may be authorized by law and by the parties
hereto. Any amendment or supplement to this Joint Action Agreement shall
automatically extend the term of this Joint Action Agreement for a period of fifty(50)
years from the effective date of such amendment or supplement unless otherwise
provided in such amendment or supplement.
Section 4. Purpose of DAMPS.
4.1 The purpose of this Joint Action Agreement, the creation of
UAMPS as a separate political subdivision of the State of Utah, and the joint or
cooperative action of the parties to this Joint Action Agreement is to provide for the
following:
(a) securing reliable, economic sources of electric power for
the Members of UAMPS,
(b) protecting and fostering the benefits of public power,
(c) assisting UAMPS'Members in providing reliable,
competitive, low-cost electric service to their ratepayers,
and
(d) the planning, financing, development, acquisition,
construction, reconstruction, improvement, enlargement,
betterment, operation, and/or maintenance of one or more
Projects pursuant to the Act for the benefit of all or some of
the Members to carry out the foregoing purposes,
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in order to enable the Members to provide services and facilities in a manner and
pursuant to forms of governmental organization that will accord best with geographic,
economic, population and other factors influencing the needs and development of local
communities, and to provide the benefits of economies of scale, economic development
and utilization of natural resources.
4.2 In connection with a Project and in order to accomplish the
purposes and realize the benefits described herein, DAMPS may acquire capacity,
services, facilities and/or resources in excess of those needed to meet the requirements of
the Members as may be necessary to accomplish the purposes of DAMPS and to provide
the benefits of economies of scale, interconnected systems, acquisition of all or parts.of
existing electric facilities, and adaptation of a Project to the unique needs of the Members
participating in that Project.
Section 5. Effective Date.
5.1 Pursuant to the provisions of Section 16 of the Restated
Agreement, this Joint Action Agreement shall be effective on and as of the date of the
execution of this Joint Action Agreement by three-fourths of the Equity Members,
although dated as of the date first written above.
Section 6. Qualification and Admission of Equity Members.
6.1 The membership of each of the Equity Members of UAMPS, as of
the date of this Joint Action Agreement and as listed in Appendix A, is hereby ratified
and confirmed. Members may be accepted as additional Equity Members upon
satisfaction of the qualifications and procedures set forth in this Section 6.
6.2 In order to be considered for equity membership in UAMPS a
Member must be a Public Agency that (i) owns and operates an Electric System for the
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provision of electric service at retail to the general public within its service area, and (ii)
applies to become an Equity Member in accordance with the policies of the Equity
Membership Committee.
6.3 Before any action with regard to equity membership is taken, the
Equity Membership Committee shall Meet and consider the proposed equity membership
and may request such additional information from the Member as the Equity Membership
Committee deems necessary. After consideration, the Equity Membership Committee
shall vote to recommend a decision on the proposed equity membership to the Board.
The Board shall then consider the proposed equity membership and whether to forward
the recommendation of the Equity Membership Committee to the Member
Representatives of the Equity Members. A Member shall be accepted into UAMPS as an
Equity Member upon a two-thirds vote of the Member Representatives of the Equity
Members at a Meeting thereof. The Member Representatives of the Equity Members may
decline to accept the equity membership of any Member.
6.4 Each Member accepted into UAMPS as an Equity Member shall
thereupon (i) execute and file with UAMPS a counterpart to this Joint Action Agreement
and any amendments hereto, (ii) appoint a Member Representative and may appoint one
Alternate Member Representative to UAMPS, and (iii) participate in at least one Project.
6.5 The membership of an Equity Member may be terminated for
cause upon the recommendation of the Board and a two-thirds vote of the Member
Representatives at a Meeting of the Equity Members thereof. No such termination shall
constitute termination of any contract between DAMPS and the terminated Equity
Member nor shall it discharge or relieve such terminated Equity Member of its
obligations under any contract to which such terminated Equity Member is then a party.
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Section 7. Qualification and Admission of Members.
7.1 Additional entities may become Members of DAMPS upon
request and upon satisfaction of the qualifications and procedures set forth in this Section
7.
7.2 To become a Member of UAMPS an entity must (i) own and
operate an Electric System for the provision of electric service at retail to the general
public within its service area, (ii) be eligible for a preference contract from a federal
power marketing agency, (iii) be accepted as a participant of a Project by a Project
Management Committee, and (iv) be approved as a participant of such Project by the
Board. In addition, organizations or corporations that are formed by or operated for the
benefit of entities that meet the requirements of clauses (i) and (ii) above may become
Members of UAMPS if the requirements of clauses (iii) and (iv) above are met.
7.3 Each Member must participate in at least one Project, as evidenced
by the execution of an agreement with UAMPS governing the Member's participation in a
Project.
7.4 The governing body of an entity that seeks to be accepted as a
Member shall adopt and file with UAMPS a resolution and acknowledgement agreeing to
membership in DAMPS and accepting the terms and conditions of this Joint Action
Agreement.
7.5 Upon acceptance as a Member of DAMPS, a Member shall appoint
a Member Representative and may appoint one Alternate Member Representative to
UAMPS.
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7.6 The membership of a Member may be terminated by the Board.
No such termination shall constitute termination of any contract between DAMPS and the
terminated Member nor shall it discharge or relieve such terminated Member of its
obligations under any contract to which such terminated Member is then a party.
Section 8. Organization.
8.1 The Bylaws of DAMPS shall be established and amended from
time to time by the Board and shall provide, among other things, for (i) the powers and
duties of the officers, (ii) the rules governing the manner of election of Directors, and
(iii) the calling and holding of Meetings.
Section 9. Meetings of Equity Members.
9.1 The Member Representatives of the Equity Members shall Meet no
less frequently than annually to consider the business of UAMPS.
9.2 The business of the Meetings of the Member Representatives of the
Equity Members shall be limited to (i) the admission of new Equity Members, (ii)the
termination of an Equity Member's membership, (iii)qualification or removal of
Directors, and (iv) other matters relating to the organization of DAMPS. Matters relating
to a Project or Projects shall be only considered by the Board under the provisions of
Section 11 below.
9.3 Notice of a Meeting of the Member Representatives of the Equity
Members shall comply with applicable requirements of state law governing notices of
public meetings. All Member Representatives shall receive notice of each Meeting of
the Equity Members and shall have the right to attend each such Meeting.
Section 10. Meetings of Members.
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10.1 The Member Representatives shall Meet no less frequently than
annually to consider the business of the Member Representatives.
10.2 The business of the Meetings of the Member Representatives shall
be limited to (i) the election of Directors, and (ii) other matters relating to the Member
Representatives.
10.3 Notice of Meetings of the Member Representatives shall comply
with applicable requirements of state law governing notices of public meetings.
Section 11. Board of Directors.
11.1 The Board shall consist of the Member Representatives of the
Equity Members participating in each Project, which Member Representatives of the,
Equity Members shall be elected or deemed elected as Directors as provided in this
Section 11. The total number of Directors on the Board shall be not less than two, nor
greater than the total number of Equity Members. Directors shall be elected or deemed
elected by the Member Representatives participating in each Project as follows:
(a) One Director for each Equity Member participating in the Project if
there are eleven or fewer Equity Members participating in the
Project; or,
(b) Eleven Directors elected from the Equity Members participating in
the Project; if more than eleven Equity Members are participating
in a Project. Each of the four Equity Members that have the
greatest percentage entitlement share to the benefits of the Project
shall automatically have their Member Representatives deemed
elected as Directors. The Member Representatives shall elect
seven additional Directors from among the other Equity Members
participating in the Project.
11.2 Decisions on matters relating to a Project shall be made, in
accordance with Section 13.3, at a Board Meeting and upon the vote of only those
Directors representing the Members participating in such Project. As provided in Section
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11.5, a Director may also be designated by a Member Representative to vote such
Member's entitlement share in connection with a weighted vote.
11.3 Decisions of the Board on matters not relating to any Project or
relating to more than one Project, including but not limited to membership, legal and
financial matters, creation of new Projects, managerial and administrative matters and
employment matters of DAMPS as a separate legal entity, shall be made by a majority of
all of the Directors at a Board Meeting.
11.4 A decision on a Project at a Board Meeting shall require a majority
vote of the Directors that are elected or deemed elected from such Project and are present
and voting at such Meeting, unless any Director elected or deemed elected from such
Project calls for a weighted vote on a matter relating to such Project. If a weighted vote is
so called, a decision of the Board on such matter shall require the vote of both (i) a
majority of the Directors elected or deemed elected from such Project that are present and
voting at such Meeting and (ii) a majority of the entitlement shares in such Project. A
majority of the entitlement shares in each Project for purposes of the preceding sentence
shall be determined by dividing the total entitlement shares represented by Directors who
vote in favor of the decision by the total entitlement shares represented by Directors at the
Meeting.
11.5 If a Member Representative that participates in a Project is not
represented on the Board with respect to such Project, the Representative of such Member
may designate a Director to vote such Member's entitlement share for the purpose of
weighted votes only. The designation shall be in writing and shall be delivered to the
Chair of the Board before the Meeting of the Board at which a Project weighted vote is
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taken. However, no Member may have its entitlement share represented by more than
one Director.
11.6 Each Director shall serve for a term of four years, except that each
Director for the Pool Project shall serve for a term of one year.
11.7 The Board shall meet at such times and places as the Chair of the
Board shall direct, subject to the requirements of Utah law relating to notice of such
meetings and the provisions of the Bylaws of UAMPS.
11.8 The Board is expressly authorized and empowered to make, alter or
repeal the Bylaws of UAMPS and, together with the Project Management Committees
and Committees of the Board provided for in Section 13 hereof, to exercise the powers
conferred upon UAMPS by the Act and this Joint Action Agreement.
11.9 The Members acknowledge and agree that the protection afforded
to the Members under the Utah Governmental Immunity Act, Title 63, Chapter 30, Utah
Code Annotated 1953, as amended (the "Immunity Act"), shall be extended to UAMPS
and its officers and employees pursuant to Section 11-13-24 of the Act. It is the express
intention of the Members that all of the protection afforded to the Members and their
officers and employees under the Immunity Act shall be extended to DAMPS and its
officers and employees, the Member Representatives, and the Directors. Each of the
Members (to the extend that it is a political subdivision of the State of Utah) hereby
delegates to DAMPS, to the extent permitted by law, all of the powers, privileges and
immunities conferred by the Immunity Act. Each Member that is not a political
subdivision of the State of Utah agrees that, in providing services to such Member and
performing its other functions pursuant to this Joint Action Agreement, UAMPS is
performing essential governmental functions for the benefit of such Member.
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Accordingly, each such Member hereby delegates to DAMPS, to the extent permitted by
law, all of the powers, privileges and immunities conferred upon such Member under the
governmental immunity laws applicable to it ("Other Immunity Acts"), to the extent that
such Other Immunity Acts are comparable to and consistent with the Immunity Act.
DAMPS shall indemnify and defend the Directors, the Member Representatives and the
officers and employees of DAMPS as provided in the Immunity Act.
11.10 Meetings of the Board maybe held through electronic
communication, as provided for in written procedures adopted by the Board. A Director
participating in a Meeting through such means shall be considered present for purposes of
a quorum and voting.
Section 12. Selection and Qualifications of Officers.
12.1 The officers of DAMPS shall consist of a Chair of the Board, a
Vice-Chair of the Board, a Secretary, and a Treasurer. Each officer shall be a Director
and shall be elected annually by the Board for a one-year term. No officer shall serve
more than three consecutive terms in the same office. In addition to such officers, the
Board may by resolution appoint such assistant officers as the Board may from time to
time determine to be necessary or desirable.
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Section 13. Project Management Committees and Committees of the Board.
13.1 The Project Management Committees for each Project and the
following Committees of the Board (i) Executive Committee, (ii) Budget and Finance
Committee, (iii)Equity Membership Committee and (iv) such other committees as may
be established by the Board from time to time, are hereby established, ratified and
confirmed. The Executive Committee shall consist of the Chair, Vice-Chair, Secretary
and Treasurer of UAMPS. All other committees, except for the Project Management
Committees, shall consist of Member Representatives appointed by the Chair. Each
Project Management Committee shall consist of the Member Representatives of the
Members participating in the Project.
13.2 The Chair of UAMPS shall serve as Chair of the Executive Committee and shall
appoint the Chair of each other committee except for the Project Management
Committees, each of which shall elect a Chair, annually, from among its number;
provided that such Chair shall be a Member Representative of an Equity Member. No
Chair shall serve more than three consecutive terms. Such Committees shall hold
meetings from time to time as called by their Chairs.
13.3 The Members intend that the Board shall, to the fullest extent
practicable, (i) defer to the particular expertise of each Project Management Committee
with respect to the Project that is governed by such Committee and(ii) act upon and in
furtherance of the recommendations of each such Project Management Committee with
respect to the Project governed by such Committee. Except for those matters described in
Section 11.3 hereof, the Board shall take action with respect to a Project only upon the
specific recommendation of the Project Management Committee for such Project and
shall not have the power to change any such recommendation.
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13.4 The Member Representatives for each Project shall have one vote
on all matters before a Project Management Committee Meeting and a majority vote of
Member Representatives present and voting at a Project Management Committee
Meeting shall be necessary to recommend a decision to the Board. Any Member
Representative may call for a weighted vote at a Project Management Committee Meeting
and, in such event, the recommendation of a decision to the Board shall require the vote
of both (i) a majority of the entitlement shares of the Members participating in the Project
and (ii) a majority of the Member Representatives present and voting at such a Project
Management Committee Meeting.
Section 14. Powers.
14.1 In furtherance of the purposes set forth in this Joint Action
Agreement, UAMPS shall have all powers conferred upon UAMPS as a separate legal
entity pursuant to the Act, including the powers set forth in Section 11-13-5.5 of the Act,
and all powers possessed by the Members under the laws of the State of Utah with respect
to electric utility undertakings which powers are hereby delegated to UAMPS as
contemplated by the Act. The powers so conferred upon and delegated to DAMPS shall
include, without limitation, the power to:
(a) own, purchase, lease, acquire by eminent domain or otherwise,
construct, operate, maintain and repair or cause to be constructed,
operated, maintained and repaired any Project or Projects;
(b) borrow money or incur indebtedness, issue revenue bonds or notes
for the purposes for which UAMPS and/or a Project was created; and
assign, pledge or otherwise convey as security for the payment of any such
indebtedness, the revenues and receipts derived from or in connection with
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a Project or Projects, which assignment, pledge or other conveyance may,
if so determined by UAMPS, rank prior in right to any other obligation
except taxes, or payments in lieu of taxes, if any, payable to the State of
Utah or its political subdivisions;
(c) contract for the purchase, lease or other acquisition of a supply of
electric power and/or energy, transmission or other services in connection
therewith;
(d) contract for the construction, operation, maintenance and repair of
a Project or Projects or any part thereof;
(e) exercise all powers conferred upon the Members by the Thermal
Power Facilities Act, Title 54, Chapter 9, Utah Code Annotated 1953, as
amended (or any similar or successor statute);
(f) enter into participation agreements and other contracts pursuant to
which a Project or the benefits of a Project are made available to some or
all of the Members and, if approved by the Board, to one or more entities
not Members, either by sale, lease or other contract for the use of the
Project or any portion thereof;
(g) contract for the sale, lease or other transfer of a portion of or
service from a Project to one or more electric cooperative associations
organized under the Utah Non-Profit Corporation and Cooperative
Association Act or to another public or private entity or entities;
(h) acquire by gift, grant, purchase, eminent domain or otherwise and
to lease any property (real or personal), building, works or improvements
necessary or convenient for the purposes provided for in this Joint Action
Agreement;
(i) employ or contract with persons or firms for personnel to
accomplish its purposes and powers;
0) incur debts, liabilities or obligations which are those of UAMPS
and not the debts, liabilities or obligations of any of the parties hereto;
(k) sue and be sued in its own name;
(1) contract with any Member or with third parties upon behalf of any
Member to provide such power supply, generation, transmission,
transformation and distribution services, and/or operation, maintenance
and repair services as may be necessary for the operation of the electric
light and power works of such Member;
(m) pursue one or more Projects for any Member under separate
accountability, control and administration as may be required by financing
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arrangements as to each such Project without obligating the Members
participating in any one Project for the obligations of the Members
participating in any other Project undertaken by UAMPS;
(n) enter into contracts or agreements with respect to any Project
pursuant to which UAMPS may make payments in lieu of tax to or for the
benefit of one or more public agencies of the State of Utah and/or
payments or other arrangements for purposes of alleviating the impact of
Projects constructed or acquired by UAMPS or for other purposes deemed
appropriate by DAMPS; and
(o) take such other actions, engage in such other transactions, enter
into such contracts and agreements and do all other things as may be
necessary, convenient or appropriate to accomplish its purposes or carry
out any of its powers.
14.2 The powers of UAMPS shall be exercised by the Board and, to the
extent delegated by this Joint Action Agreement or by action of the Board, by the several
Committees of the Board.
Section 15. Financing and Budget.
15.1 A Project may be financed in whole or in part by the issuance of
bonds and notes of DAMPS payable from and/or secured by the revenues and receipts
derived from the ownership and operation of such Project including, without limitation,
revenues and receipts from:
(a) power sales contracts, transmission service contracts and any other
contracts of sale of any entitlement to generation, distribution,
transformation, transmission and related services, property and facilities
provided by such Project;
(b) the sale of energy, transmission and other services;
(c) other benefits of such Project; and
(d) other available funds of DAMPS related to such Project, including
without limitation amounts paid to DAMPS under contracts with respect
to such Project.
18
15.2 Such revenues, receipts and other funds shall be applied for the
purposes and on the terms and conditions set forth in the bond or note resolutions,
indentures or agreements of UAMPS securing such bonds or notes and as required by the
Act.
15.3 No Member shall be liable for any bond, note, indebtedness or
other obligation incurred by UAMPS, nor liable for the indebtedness of any other
Member, nor liable for any indebtedness or other obligation with respect to a Project,
other than the obligations of such Member arising under its separate- contracts with
DAMPS as to each separate Project.
15.4 DAMPS shall, in connection with the undertaking of a Project,
enter into contracts with at least two Equity Members and as many other Members or
public or private entities that may qualify as purchasers thereof from such Project under
the Act and any other applicable law and under the powers and purposes hereof, for sale
of the capacity, service or facilities of the designated Project on such terms as will
produce sufficient revenue to meet and pay all operating and maintenance expenses, debt
service, and reserve requirements, and all other charges or liens whatsoever payable from
the revenue of such Project. The contracts entered into by UAMPS with respect to each
Project shall contain such provisions with respect to the termination of such Project as are
necessary or appropriate and for the disposition of all property comprising or related to
such Project upon such termination. Collectively, the contracts for all Projects shall
provide for the disposition of all property owned or administered by UAMPS.
15.5 UAMPS shall annually adopt a budget for the ensuing year which
shall set forth in reasonable detail:
(a) estimates of revenues and operating and maintenance expenses
with respect to each Project;
19
(b) debt service and reserve requirements;
(c) payments with respect to renewals and replacements for each
Project and contingency reserves therefor; and
(d) such other items and matters as shall be required pursuant to its
agreements, service contracts and bond and note resolutions and
indentures.
Such budget shall be adopted and may be amended from time to time in the manner
provided in such agreements, sales and service contracts and bond and note resolutions
and indentures. Collectively, the budgets so adopted by DAMPS shall account for all of
the financial activities of DAMPS, except as otherwise may be provided in the contracts
and other documents related to such Projects.
Section 16. Feasibility Studies and Options.
16.1 DAMPS, upon approval by the Board, is authorized to acquire, by
purchase or otherwise, the feasibility studies or partial Projects made by any Member of
UAMPS, any options relating to facilities for a Project, and to contract with any other
person (individual or corporate) for feasibility studies,preliminary services of all kinds,
partial Projects and options. UAMPS, upon approval by the Board, is also authorized to
sell such feasibility studies, preliminary services, partial Projects, and options.
Section 17. Relationship and Obligations.
17.1 The Members shall not be deemed under this Joint Action
Agreement to be partners,joint ventures, or associated in any manner which obligates
them for the debts, defaults or miscarriages of any other Member, nor to render them
liable for obligations of DAMPS.
Section 18. Amendments.
20
18.1 This Joint Action Agreement may be amended from time to time in
any particular which does not jeopardize or adversely affect any existing contracts, notes,
bonds, or other evidence of indebtedness, provided that such amendment shall not subject
any Member to any dues, assessments, or liability without its consent thereto. Proposed
amendments may be adopted by the submission of the proposed amendment to the Board
for approval by resolution passed by affirmative vote of at least two-thirds of the
Directors currently serving on the Board and thereafter by submission to the governing
bodies of the Equity Members for written approval thereof by at least three-fourths of the
Equity Members. Such amendment shall become effective upon the execution by the
party whose signing accomplishes approval by at least three-fourths of the Equity
Members, the approval by an authorized attorney as required by applicable law and set
forth in Section 20, and publication of the amendment as may be required by applicable
law.
Section 19. Limitation on Liability of Directors.
19.1 A Director shall have no liability to a Member for any act or
omission in the performance of his duties as Director. The Members hereby agree not to
make any claim or file any cause of action arising from any act or omission of a Director
in the performance of his duties as Director.
Section 20. Approval by Authorized Attorney; Compliance with Other Laws.
20.1 This Joint Action Agreement shall be submitted to an attorney duly
licensed and practicing within the State of Utah who is familiar with UAMPS and the
requirements of the Act and is authorized to review the same by either UAMPS or the
Public Agency executing this Joint Action Agreement. Said attorney shall determine
whether this Joint Action Agreement or any counterpart is in proper form and compatible
21
with the laws of the State of Utah, and he shall approve this Joint Action Agreement
unless he shall determine that it does not meet the conditions set forth in the Act, in
which event he shall detail in writing, addressed to the Board and the governing bodies of
the Equity Members concerned, the specific details in which this Joint Action Agreement
fails to meet the requirements of law. Approval by said attorney shall be by execution of
the endorsement upon the Joint Action Agreement, including all counterparts.
20.2 To the extent that any Equity Member is organized under the laws
of another State, it shall deliver to UAMPS an opinion of counsel to the effect that all
applicable requirements of the laws of such State have been satisfied in connection with
its execution of this Joint Action Agreement.
Section 21. Execution of Counterparts.
21.1 This Joint Action Agreement may be executed in any number of
counterparts each of which shall constitute an original.
Section 22. Governing Law.
22.1 This Joint Action Agreement is made in the State of Utah, under
the Constitution and laws of such State and is to be construed pursuant to such laws;
provided, however, that with respect to any Equity Member that is not a Public Agency of
the State of Utah, such Equity Member's power and authority to enter into this Joint
Action Agreement shall be determined under the laws of the State in which it is
organized.
22
Section 23. Severability.
23.1 Should any part, term, or provision of this Joint Action Agreement
be held by the courts to be illegal or in conflict with any law of the State of Utah, or
otherwise rendered unenforceable or ineffectual, the validity of the remaining portions or
provisions shall not be affected thereby.
IN WITNESS WHEREOF, the undersigned Member of UAMPS hereby acknowledges
the terms and provisions of this Joint Action Agreement and agrees that it shall govern all
matters, relationships and transactions between and among the Members,UAMPS and the other
Members of UAMPS.
TRUCKEE-DONNER PUD
President All?
ATTEST:
Secretary
Date of Acknowledgement: _ 'OQ
This Joint Action Agreement as acknowledged is
hereby approved as being in proper form and compatible with
the laws of the State of Utah
Authorized Attorney
23
APPENDIX A
Beaver*
Blanding*
Bountiful*
Brigham City
Central Utah Water
Conservancy District
Eagle Mountain
Enterprise*
Ephraim*
Fallon, Nevada
Fairview*
Fillmore*
Fredonia, Arizona*
Gallup, New Mexico
Heber Light &Power*
*Equity Members
Murray*
Holden* Oak City*
Hurricane* Page, Arizona*
Hyrum* Paragonah*
Idaho Energy Authority, Parowan*
Inc. Payson*
Idaho Falls, Idaho* Price
Kanab* St. George*
Kanosh* Santa Clara*
Kaysville* Spring City*
Lehi* Springville*
Logan* Strawberry Electric
Meadow* Service District*
Monroe* Washington*
Morgan* Weber Basin Water
Mt. Pleasant* Conservancy District*
SH 7/28/00
24
APPROVED
8-18-99
AMENDED AND RESTATED BYLAWS
OF
UTAH ASSOCIATED MUNICIPAL POWER SYSTEMS
ARTICLE I
DEFINITIONS
Capitalized terms used in these Bylaws shall have the meanings 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 from time to time (the "Joint
Action Agreement").
ARTICLE II
NAME AND LOCATION
The name of this organization is UTAH ASSOCIATED MUNICIPAL POWER
SYSTEMS, herein called "UAMPS", with the principal office for transaction of its business
located at 2825 East Cottonwood Parkway, Suite 200, Salt Lake City, Utah.
DAMPS may also maintain offices at such other places, both within and without the State
of Utah, as the Board may from time to time designate.
ARTICLE III
MEMBERSHIP
The membership of UAMPS consists from time to time of those Public Agencies who are
Members of DAMPS pursuant to the Joint Action Agreement.
1
ARTICLE IV
MEETINGS OF MEMBER REPRESENTATIVES
Section 1. Appointment of Member Representative. Each Member shall appoint a
Member Representative to act on its behalf in exercising the powers provided for in the Joint
Action Agreement, under these Bylaws, and under the laws of the State of Utah. Each Member
may also appoint an alternate to act in the event of the absence or unavailability of the individual
designated as the Member Representative. Such appointments shall be made in writing by or
pursuant to the authority of the governing body of the Member and shall remain in effect until the
earlier of the resignation of the Member Representative or the appointment of a successor by the
Member. A Member Representative may resign by following the procedures set forth in Article
V, Section 6 for the resignation of a Director.
Section 2. Place of Meetings. Meetings of the Member Representatives shall be held at
the principal office of DAMPS or at such other suitable place within or without the State of Utah
as may be designated by the Board in a notice of Meeting.
Section 3. Annual Meetings. The annual Meeting of UAMPS shall be held at a time and
place to be designated by the Board in a notice of Meeting.
Section 4. Special Meetings. A special Meeting of the Member Representatives may be
called by the Chair, by resolution of the Board or upon a petition signed by five Member
Representatives and presented to the Chair or Secretary. No business shall be transacted at a
special Meeting except as stated in the notice of such Meeting, unless otherwise permitted by
law, including those laws of the State of Utah relating to public notice of open and public
meetings of political subdivisions, and consented to by a majority of the Member Representatives
present and voting at such special Meeting.
2
Section 5. Notice of Meetings. The Secretary or any Assistant Secretary shall mail notice
of each annual or special Meeting of Member Representatives stating the time, place and, in the
case of a special Meeting, the purposes, generally stated, of the Meeting, addressed to each
Member Representative and to each other person who may be designated by the Member at least
10 but not more than 45 days prior to such Meeting. The mailing of such notice shall be
considered due service of notice. Public notice of such Meeting shall also be given in accordance
with the open and public meeting laws of the State.
Section 6. Waiver of Notice. Before or at any Meeting of the Member Representatives,
any Member Representative may, in writing, waive notice of such Meeting and such waiver shall
be deemed equivalent to the giving of such notice. Attendance by a Member Representative at
any Meeting of the Member Representatives shall be a waiver of notice by him or her of such
Meeting except where such attendance shall be for the express purpose of objecting that any-such
Meeting has been unlawfully convened.
Section 7. Quorum. The presence by a majority of the Member Representatives (or their
alternates) shall be requisite for, and shall constitute a quorum for, the transaction of business at
all Meetings of Member Representatives. Meetings of the Member Representatives may be held
in whole or in part by means of telephonic or telecommunications conference, as provided in the
Act, the open and public meeting laws of the State and in the written procedures for such
Meetings adopted by the Board. Member Representatives participating in a Meeting by means of
telephonic or telecommunication conference shall be deemed to be physically present for all
purposes of such Meeting, including the formation of a quorum and voting purposes. The
Member Representatives present at a duly organized Meeting may continue to transact business
until adjournment notwithstanding the withdrawal of sufficient Member Representatives to leave
less than a quorum present at such Meeting, except that no business may be conducted if there
are less than one-third of the Member Representatives present.
3
Section 8. Adjourned Meetings. If any Meetings cannot be organized because a quorum
shall not be present, the Member Representatives who are present may reschedule the Meeting to
be held, upon not less than 72 hours'notice to all Member Representatives and such public notice
as may be required by applicable law.
Section 9. Organization. Each Meeting of Member Representatives shall be presided
over by the Chair, or, in the Chair's absence, by the Vice-Chair, or, if neither of such officers is
present at the Meeting, by any other person selected to preside over such Meeting by a majority
vote of the Member Representatives present and voting at the Meeting.
Section 10. Voting. At every Meeting of the Member Representatives, each Member
Representative present shall have the right to cast one vote on each matter presented for a vote of
Representatives. A majority of those votes cast shall decide any question brought before sudh
Meeting unless the question is one upon which, by express provision of law, the Joint Action
Agreement or these Bylaws, a different vote is required, in which case such express provision
shall govern and control.
Section 11. Business of Meetings. The business of an annual or special Meeting of the
Member Representatives shall be limited to those matters provided in the Joint Action
Agreement.
Section 12. Duties and Responsibilities of Member Representatives. Each Member
Representative shall make diligent efforts to keep the governing body of the Member informed of
the business of UAMPS as it may affect the Member and the nature of the contracts between
UAMPS and the Member or between DAMPS and a third party which affect the Member's
interests, to deliver pertinent correspondence between UAMPS and the Member to the governing
body of the Member, and to see that the Member considers and acts on matters proposed by
UAMPS in a timely manner and promptly returns executed documents.
4
ARTICLE V
BOARD OF DIRECTORS
Section 1. Number and Qualification. The affairs of UAMPS shall be governed by and
be under the control of the Board. All Directors shall be Member Representatives of Equity
Members.
Section 2. Power and Duties. The Board shall have all power and authority necessary to
direct the management, administration and conduct of the affairs of DAMPS and may do all such
acts and things as are not inconsistent with the laws of the State of Utah, the Joint Action
Agreement, or these Bylaws. The obligation of each Director is to act in the best interest of the
UAMPS.
Section 3. Election and Term of Office for Directors. The Board shall consist of those
Member Representatives of Equity Members elected or deemed elected and terms of office of a
Director shall be as set forth in Section 11 of the Joint Action Agreement. The election of
Directors shall be by secret ballot at an annual or special Meeting of the Member Representatives
held pursuant to Article IV hereof. The election shall be under the direction of the officer
presiding over such meeting or his designee. Only those Member Representatives who represent
a participant in a Project may vote for a Director or Directors to represent the Members who
participate in the Project.
Section 4. Vacancies. Vacancies caused by the resignation, removal, death, or incapacity
of a Director, or for any other cause, shall, for the unexpired term of the vacancy, be filled as
follows: if there are fewer than eleven Equity Members in a Project or if the Director was
deemed elected pursuant to Section 11 of the Joint Action Agreement, the vacancy shall be filled
by the Equity Member the departing Director represents, otherwise, the vacancy shall be filled by
election of the Member Representatives of the participants in such Project present and voting at
the annual or special Meeting next following the occurrence of such vacancy.
Section 5. .Removal of Directors. At any annual or special Meeting of the Member
5
,.., Representatives duly called, any one or more of the Directors may be removed for cause by a
vote of two-thirds of all Member Representatives and a successor may then be elected or
approved by the Member Representatives, as the case may be, to fill the vacancy thus created.
Any Director whose removal has been proposed shall be given reasonable notice and sufficient
time to be heard by the Executive Committee of the Board. After hearing the matter, the
Executive Committee shall make a recommendation in writing to the Member Representatives
stating whether the Director should be or should not be removed. Before any vote on the matter
is taken by the Member Representatives, the Director whose removal has been proposed shall be
given notice and sufficient time to prepare for and be heard by the Member Representatives.
Section 6. Resignation of Directors. Any Director may resign at any time by giving
written notice to the Chair or, in the event of the absence or unavailability of the Chair, the Vice-
Chair. Any such resignation shall take effect at the time specified in the notice, or if the timt be
not specified, upon receipt thereof; and unless otherwise specified therein, acceptance of such
resignation shall not be necessary to make it effective.
Section 7. Compensation and Allowances. Each Director shall receive compensation for
authorized time spent in conducting the affairs of UAMPS, as established from time to time by
the Board. Each Director shall also be reimbursed for all travel and lodging expenses necessarily
incurred in the conduct of business for UAMPS as may be allowed by the Board.
Section 8. Meeting for Election of Officers. A Meeting of the Board shall be held each
year immediately following, and at the same place as, the annual Meeting of Member
Representatives for the purpose of electing officers and any other business as may be pertinent.
Section 9. Regular Meetings.
(a) Regular Meetings of the Board shall be held monthly or as otherwise
determined by the Directors but in no case less than four times yearly at such time and
place, either within or without the State of Utah, as shall be determined, from time to
time, by a majority of the Directors. Annual notice of the Meeting schedule of the Board
6
shall be given as and to the extent required by the open and public meeting laws of the
State. Notice of and the agenda for regular Meetings shall be mailed to each Member
Representative or communicated to each Member Representative personally at least seven
days prior to the day named for such Meeting. Each notice and agenda shall state the
time and place of such Meeting and, in general terms, the purpose of such Meeting.
(b) Each Director shall have an affirmative obligation to notify DAMPS if such
Director has not received notice of any regular Meeting by the third day proceeding the
scheduled date of such Meeting. Any Director who fails to so notify DAMPS shall be
deemed to have waived notice of such Meeting and to have consented to the transaction
of all business before such meeting.
(c) In the event that UAMPS determines that it is necessary or desirable to amend
the agenda for any Meeting, DAMPS shall notify the Chair who shall determine whether
or not the agenda shall be amended. In the event that the Chair approves such
amendment,UAMPS shall use its best efforts to notify Directors of such amendment
prior to such Meeting and, if so directed by the Chair, shall follow the procedures for
notice of special Meetings set forth in Section 10.
(d) To the extent applicable, public notice of such regular Meetings shall be given
as required by the laws of the State of Utah relating to open and public meetings of
political subdivisions.
Section 10. Special Meetings. Special Meetings of the Board may be called by the Chair
on twenty-four hours'notice, which notice shall state the time and place of such Meeting and, in
general terms, the purposes of such Meeting. Special Meetings shall be called by the Chair,
Secretary or any Assistant Secretary in like manner and on like notice upon the written request of
at least two Directors delivered to the Chair. To the extent applicable, public notice of special
Meetings shall be given as required by the laws of the State of Utah relating to open and public
meetings of political subdivisions.
7
(a) Each Director shall file with UAMPS a written statement setting forth the
Director's preferred means of receiving notice of special Meetings which shall include at
least two of the following (i) written notice via facsimile transmission (FAX), in which
case the written statement shall specify the telephone number to which the notice shall be
transmitted; (ii) written notice via electronic means (e-mail), in which case the written
notice shall specify the appropriate electronic address; (iii) telephonic notice, in which
case the written notice shall specify the appropriate telephone number; or(iv) written
notice via overnight delivery service (Federal Express, U.S. Postal Service or other
available overnight service), in which case the written statement shall specify the address
to which the written notice shall be sent.
(b) UAMPS shall forward notice of special Meeting by the means specified in
written statement filed by the Director.
(c) Promptly upon receipt of notice of a special Meeting, each Director shall
notify DAMPS by telephone or facsimile transmission of the Director's receipt of such
notice and shall also state (i) whether such Director intends to attend such Meeting and
(ii) whether such Director will attend such Meeting via telephonic or telecommunications
conference.
(d) In the event that DAMPS has not received notice back from any Director
under(c) above before the close of business on the business day preceding a special
Meeting, UAMPS shall use its best efforts to immediately contact any such Director by
telephone.
Section 11. Telephone and Telecommunications Meetings. As provided in the Act, the
open and public meeting laws of the State and in the written procedures adopted by the Board,
any regular or special Meeting of the Board may be held in whole or in part by means of
telephonic or telecommunications conference. Any Director who participates in any Meeting by
such means shall be deemed present at such Meeting for all purposes whatsoever including the
determination of whether a quorum is present and voting on all matters that shall come before
8
. , such Meeting.
Section 12. Waiver of Notice. Any Director may, in writing, waive notice of a Meeting
and such waiver shall be deemed equivalent to the giving of notice to such Director. Attendance
by a Director at any Meeting shall be a waiver of notice by him or her of such Meeting except
where such attendance shall be for the express purpose of objecting that any such Meeting has
been unlawfully convened.
Section 13. Quorum. A quorum of the Board shall consist of a majority of the Directors
currently serving on the Board.
Section 14. Voting Procedures. The voting procedures applicable to any decision before
the Board shall be governed by the provisions of the Joint Action Agreement. `
Section 15. Fidelity Bonds. The Board shall require that all officers and employees of
UAMPS handling or responsible for the funds of UAMPS furnish adequate fidelity bonds. The
premiums for such bonds shall be paid by UAMPS as an administrative and general cost.
ARTICLE VI
MEETINGS OF THE COMMITTEES OF THE BOARD AND
PROJECT MANAGEMENT COMMITTEES
Section 1. Regular Meetings
(a) Regular Meetings of the Committees of the Board and the Project
Management Committees will be held on an as needed basis at such time and place, either
within or without the State of Utah, as shall be determined, from time to time, by the
respective Chair of such Committees. Notice of and the agenda for Meetings shall be
mailed to the Member Representatives serving on such Committees or communicated to
the Member Representatives personally at least seven days prior to the day named for
such Meeting. Each notice and agenda shall state the time and place of such Meeting
9
and, in general terms, the purpose of such Meeting.
(b) In the event that UAMPS determines that it is necessary or desirable to amend
the agenda for any Meeting of any Committee, UAMPS shall notify the Chair of such
Committee who shall determine whether or not the agenda shall be amended. In the
event that the Chair approves such amendment, UAMPS shall use its best efforts to notify
the Member Representatives serving on such Committees.
(c) To the extent applicable, public notice of Meetings of any Committee shall be
given as required by the laws of the State of Utah relating to open and public meetings of
political subdivisions.
Section 2. Special Meetings. (a) Special Meetings of the Committees of the Board or
Project Management Committees may be called by the Chair of such Committee on twenty-four
hours notice, which notice shall state the time and place of such Meeting and, in general terms,
the purposes of such Meeting. Special Meetings shall be called by the Chair in like manner and
on like notice upon the written request of at least two Member Representatives serving on such
Committees delivered to the Chair. To the extent applicable, public notice of special Meetings of
any Committee shall be given as required by the laws of the State of Utah relating to open and
public meetings of political subdivisions.
(b) Each Member Representative shall file with UAMPS a written statement
setting forth the Member Representative's preferred means of receiving notice of special
Meetings which shall include at least two of the following (i) written notice via facsimile
transmission (FAX), in which case the written statement shall specify the telephone
number to which the notice shall be transmitted; (ii) written notice via electronic means
(e-mail), in which case the written notice shall specify the appropriate electronic address;
(iii) telephonic notice, in which case the written notice shall specify the appropriate
telephone number; or(iv) written notice via overnight delivery service (Federal Express,
U.S. Postal Service or other available overnight service), in which case the written
statement shall specify the address to which the written notice shall be sent.
10
(c) UAMPS shall forward notice of special Meeting by the means specified in
written statement filed by the Member Representative.
(d) Promptly upon receipt of notice of a special Meeting, each Member
Representative shall notify UAMPS by telephone or facsimile transmission of the
Member Representative's receipt of such notice and shall also state (i) whether such
Member Representative intends to attend such Meeting and (ii) whether such Member
Representative will attend such Meeting via telephonic or telecommunications
conference.
(e) In the event that UAMPS has not received notice back from any Member
Representative under (c) above before the close of business on the business day preceding
a special Meeting, UAMPS shall use its best efforts to immediately contact any such
Member Representative by telephone.
Section 3. Telephone and Telecommunications Meetings. As provided in the Act,the
open and public meeting laws of the State and in the written procedures adopted by the Board,
any regular or special Meeting of any Committee may be held in whole or in part by means of
telephonic or telecommunications conference. Any Member Representative who participates in
any Meeting by such means shall be deemed present at such Meeting for all purposes whatsoever
including the determination of whether a quorum is present and voting on all matters that shall
come before such Meeting.
Section 4. Waiver of Notice. Any Member Representative may, in writing, waive notice
of any Meeting of a Committee and such waiver shall be deemed equivalent to the giving of
notice to such Member Representative. Attendance by a Member Representative at any Meeting
of a Committee shall be a waiver of notice by him or her of such Meeting except where such
attendance shall be for the express purpose of objecting that any such Meeting has been
unlawfully convened.
11
.. Section 5. Quorum. A quorum of any Committees of the Board, other than the Project
Management Committees, shall consist of a majority of the Member Representatives serving on
such committee. A quorum of a Project Management Committee shall consist of that number of
the Member Representatives of those participants that accounts for a majority of the entitlement
shares in such Project, provided that at least one-third of the Member Representatives of the
Members participating in a Project shall be necessary to constitute a quorum.
Section 6. Voting Procedures. The voting procedures applicable to any decision before
the any committees of the Board or Project Management Committee shall be governed by the
provisions of the Joint Action Agreement.
Section 7. Compensation and Allowances. Each Member Representative shall receive
compensation for authorized time spent in conducting the affairs of DAMPS, as established from
time to time by the Board. Each Member Representative shall also be reimbursed for all travel
and lodging expenses necessarily incurred in the conduct of business for UAMPS as may be
allowed by the Board.
ARTICLE VII
OFFICERS
Section 1. Officers of UAMPS. The officers of DAMPS shall consist of a Chair, a Vice-
Chair, a Secretary, a Treasurer, and such assistant officers as the Board may by resolution
designate from time to time.
Section 2. Election of Officers. The officers of DAMPS shall be elected annually by
secret ballot of the Board at a Meeting of the Board immediately following the annual Meeting of
the Member Representatives and for one-year terms. Except as otherwise provided in the Joint
Action Agreement, no officer shall serve more than three consecutive terms in the same office.
A vacancy in any office shall be filled by the Board for the unexpired portion of the term of
office of the person vacating such office.
12
Section 3. Removal of Officers. At any Meeting of the Board, upon an affirmative vote
of seventy-five percent of the Directors, any officer may be removed by the Board for cause, and
his or her successor elected.
Section 4. Resignation of Officers. Any officer may resign at any time by giving written
notice to the Board or to the Chair, the Vice-Chair or the Secretary. Any such resignation shall
take effect at the time specified therein or, if the time be not specified, upon receipt thereof, and
unless otherwise specified therein, no acceptance of such resignation shall be necessary to make
it effective.
Section 5. Chair. The Chair shall preside at all Meetings of the Member Representatives
and of the Board and shall also perform such other duties and possess such other powers as shall
from time to time be assigned to him or her by the Board.
Section 6. Vice-Chair. The Vice-Chair shall take the place of the Chair and perform his
or her duties whenever the Chair shall be absent or unable to act and when so acting shall have
all of the powers and be subject to all of the restrictions as are applicable to the Chair. If neither
Chair nor the Vice-Chair is able to act due to temporary disability, the Board shall appoint some
other officer to so act on an interim basis. The Vice-Chair shall also perform such other duties
and possess such other powers as shall from time to time be assigned to him or her by the Board
or the Chair.
Section 7. Secretary. The Secretary or any Assistant Secretary shall: keep the minutes of
all Meetings of the Member Representatives, the Board, any Committee of the Board and any
Project Management Committee; notify the Directors and Member Representatives of their
respective Meetings as required by these Bylaws and shall ensure that public notice of such
Meetings, if required by law, be given in accordance with the laws of the State of Utah relating to
open and public meetings of political subdivisions; have the custody of the seal of DAMPS, if
any; have charge of such books and papers as the Board may direct; and perform all duties
incident to the office of Secretary and such other duties and possess such other powers as shall
from time to time be assigned by the Board or the Chair. The Board may appoint one or more
13
Assistant Secretaries by resolution.
Section 8. Treasurer. The Treasurer or any Assistant Treasurer shall have charge of the
funds of UAMPS. The Treasurer and any Assistant Treasurer shall: keep all financial books and
records of UAMPS; be responsible for preparing budgets and financial reports; be responsible for
the receipt of, and the issuance of receipts for, all monies due to and payable by UAMPS and for
the deposit of all monies and other valuable effects in the name and to the credit of UAMPS in
such depositaries as may be designated by the Board; and perform all duties incident to the office
of Treasurer and such other duties and possess such other powers as shall from time to time be
assigned by the Board or the Chair. The Board may appoint one or more Assistant Treasurers by
resolution.
ARTICLE VIII
SEAL
The Board may provide a suitable seal containing the name of UAMPS, which seal shall
be in the charge of the Secretary or his or her designee. If so directed by the Board, a duplicate of
the seal may be kept and used by the Treasurer or any Assistant Secretary or Assistant Treasurer.
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ARTICLE IX
FISCAL MANAGEMENT
Section 1. Fiscal Year. The fiscal year of UAMPS shall be determined by the Board.
Section 2. Auditing. At the close of each fiscal year, the books and records of DAMPS
shall be audited by a certified public accountant or a firm of certified public accountants, whose
report shall be prepared in accordance with the requirements of the Bond Resolutions and
Contracts adopted or entered into by DAMPS.
Section 3. Annual Budget. The Board shall annually adopt a budget for the ensuing
fiscal year in accordance with the requirements of Section 15.5 of the Joint Action Agreement.
Section 4. Inspection of Records. Financial reports and records of UAMPS shall be
available at the principal office of UAMPS for inspection at reasonable times by any Member
Representative or the designee of any Member Representative or as otherwise required by
agreements adopted or entered into by UAMPS. To the extend permitted by law and the
applicable policies of the Board, DAMPS may classify certain public records as "protected
records" under the laws of the State. Any Member Representative or designee inspecting any
such classified records shall not disclose the same to third parties except as required by law.
Section 5. Execution of Documents. Except as otherwise determined by the Board, all
notes, bonds, contracts and other documents shall be executed on behalf of UAMPS by either the
Chair or the Vice-Chair, and all checks and drafts shall be executed by either the Chair or Vice-
Chair or their designee, and countersigned by either the Secretary or Treasurer or their designee.
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ARTICLE X
LITIGATION
UAMPS shall not initiate or voluntarily participate in any litigation without the approval
of the Board.
ARTICLE XI
RULES OF ORDER
The rules contained in RobertE Rules of Order Revised, latest edition, shall constitute the
guidelines for governing the Meetings of Member Representatives, the Board, any Committee of
the Board and any Project Management Committee in all cases to which they are applicable and
in which they are not inconsistent with these Bylaws, the Joint Action Agreement, and the laws
of the State of Utah.
ARTICLE XII
AMENDMENTS
These Bylaws may be altered, amended, restated or repealed, and new Bylaws may be
made,by a two-thirds vote of the entire Board cast at a Meeting, provided, however, that such
alternation, amendment, repeal, or new Bylaws shall not be inconsistent with the requirements of
the Joint Action Agreement.
Dated as this 18th day of August, 1999.
[SIGNATURE ON FILE
DAMPS' Chair
SH 7/28/00
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.. POWER POOLING AGREEMENT
BETWEEN
UTAH ASSOCIATED MUNICIPAL POWER SYSTEMS
AND
TRUCKEE-DONNER PUD
This Agreement creates an Electric Power Pool, herein called "Pool", and creates the rights and
obligations between and among Utah Associated Municipal Power Systems (UAMPS) and Truckee-Donner
PUD herein called "Pool Participant" under this Agreement.
WITNESSETH
WHEREAS, the Pool Participant has entered into, or contemplates entering into, Power Contracts
for the purchase or sale of power and energy,
WHEREAS, subject to the terms and conditions of this Agreement, each Pool Participant desires
to appoint UAMPS as such Pool Participant's agent for(i)the economic and efficient scheduling and
dispatch of power and energy as may apply, (ii)the purchase, for the account of such Pool Participant, of
any power and energy which such Pool Participant may require as defined in this Agreement from time to
time to meet the load of such Pool Participant's electric system or to provide reserves therefore, (iii)the
sale,for the account of such Pool Participant, of any power and energy which such Pool Participant may
have purchased or may own, but which such Pool Participant deems surplus to meet the load of such Pool
Participant's electric system, (iv)the utilization of transmission rights and the provision of transmission
services to effect power and energy deliveries to, and sales by, each Pool Participant, (v)the
administration of payments and receipts with respect to each Participant's purchase and sale of power and
energy and transmission services, and (vi)the conducting of power supply and transmission studies and
the development of programs for the acquisition or construction of power and transmission resources.
NOW THEREFORE,the Pool Participant and UAMPS hereby agree, as follows:
SEPARATE AGREEMENT
Nothing herein contained in intended to modify any existing or future rights, obligations,
performances, or procedures of UAMPS or any of its members except as specifically contracted herein
between and among UAMPS and its Pool Participant.
POOL PARTICIPANT
A member of UAMPS becomes a Pool Participant by executing this Agreement as a separate
contract from other agreements between UAMPS and the Pool Participant.
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POOL ADMINISTRATION
The Board of Directors of UAMPS, pursuant to the By-laws of UAMPS, shall be responsible for
administering this Agreement to accomplish the objectives set forth herein, including coordinating the
activities of UAMPS, as agent for each of the Pool Participants.
POOL OPERATIONS
A Pool Participant shall be obligated to purchase from the Pool all of its power and energy
requirements in excess of its purchased or owned resources provided that the power supplied by the Pool
is priced according to the type of sale.
Types of sales:
1. Planned purchases from the Pool
2. Unplanned purchases from the Pool.
Planned purchases will be those amounts of power and/or energy that the Pool Participant has
scheduled through UAMPS at least one hour before such power and/or energy is required.
Planned purchases will be sold on a take-or-pay basis with the price based upon negotiation at the
time the power and/or energy is scheduled.
Unplanned purchases will be those amounts of power and/or energy that the Pool Participant
required, as determined by the Pool Participant's meter(s), that did not come from the Pool Participant's
own resources including planned purchases under this Agreement.
Unplanned purchases will be priced based upon the lowest cost power and/or energy available at
the time the purchase is made.
CONSIGNMENT OF RESOURCES
A Pool Participant may consign any power resource owned or purchased by the Participant to
UAMPS for inclusion in the Pool by execution from time to time of an Exhibit A specifying the type of
resources, term of consignment, cost of resource, the delivery point, the point(s) of interconnection, the
capacity in kW and the availability of the resource in kWh for the term.
The cost category will be specified in mills per kWh or$per/kW month and shall state a price
which shall prevail until changed by the Pool Participant by written notice to UAMPS not more frequently
than monthly or as may be specified in Exhibit A.
"Consignment Resources"will be offered by the Pool Participant upon terms wherein UAMPS is
not obligated to pay for such resources but will make a best effort to market such resources.
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POOL PARTICIPANT'S RESOURCES
Nothing in this Agreement shall limit the Pool Participant from contracting for, incurring debt to
build or otherwise obtaining an ownership interest in resources for such Pool Participant's own needs.
Such additional resources, if any, shall not relieve the Pool Participant of any prior obligations incurred by
such Pool Participant to UAMPS.
ADMINISTRATION OF CONTRACTS BY UAMPS
In order to fulfill its obligations under this Agreement, UAMPS, with consent of the Pool Participant,
may contract for resources for such Pool Participant. Such contracted resources may be with other Pool
Participants and/or other parties.
Any such resources contracted by UAMPS will be administered for the account of the Pool
Participant. Such resources shall be consigned to UAMPS for sale under this Agreement. Such contract
or assignment by UAMPS or to UAMPS will not relieve the responsibilities of such contracts from the Pool
Participant.
The Pool Participant may assign any contracted resource, ownership right, or self-generation-to
UAMPS for administration, sale and/or operation for the account of the Pool Participant. Such assignment
shall be exclusive in nature and will be accompanied by a separate agreement specifying the details of the
assignment which will be attached to this Agreement as an exhibit and become a part hereof.
An administration fee may be charged by UAMPS to cover expenses incurred for negotiating,
scheduling and administering such contracts. Such fee will be determined by the UAMPS' Board of
Directors as required to meet the actual costs thereof.
SALE BY UAMPS
UAMPS shall offer for sale to Pool Participants first,then to outside parties any and all Pool
resources not committed to the Pool Participant commencing with the least costly contracted resources
moving through to the more costly consigned resources. UAMPS shall make sales from contracted
resources (for which it has made firm contractual commitments) before selling consigned resources or
reserves.
RECALL BY POOL PARTICIPANT
A Pool Participant, having consigned a resource which has not been committed to another Pool
Participant by UAMPS, may recall such resource for its own needs upon reasonable notice to UAMPS as
may be specified in Exhibit A. Some elements to be considered in determining reasonable notice are: the
effect of recall upon UAMPS'established schedule; probable damage to, or interference with;
commitments to other Pool Participants; and the needs of the recalling Pool Participant.
3
f
R
TERM
This Agreement shall become effective upon its execution by members of UAMPS whose
combined load exceed 70 percent of the combined loads of all UAMPS members as of October 1, 1984.
This Agreement shall continue in effect until terminated by written notice by either party served at least five
years prior to the stated termination date, but in no event shall the contract term exceed fifty years.
However, such termination shall not relieve such Pool Participant or UAMPS of any obligation
incurred under or pursuant to this Agreement prior to such termination or.result in the loss or availability of
any right or benefit of such Pool Participant or UAMPS which exists under any agreement or arrangement
made hereunder between the Pool Participant and UAMPS prior to such termination which extends beyond
the noticed date of termination.
Dated this tv day of &a v s-�- , 20 Od
TRUCKEE-DO ER PUD UTAH ASSOCIATED MUNICIPAL
POWER SYSTEMS
f
~- Olident Chairman
ATTE ATTE
1
I
Secretary Secretary
4