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HomeMy WebLinkAboutRES 2008-39 - Board RESOLUTION No.2008-39 A RESOLUTION AUTHORIZING THE EXECUTION AND DELIVERY OF THAT CERTAIN UTAH ASSOCIATED MUNICIPAL POWER SYSTEMS AMENDED AND RESTATED AGREEMENT FOR JOINT AND COOPERATIVE ACTION; AND RELATED MATTERS. WHEREAS, Truckee Donner Public Utility District (the "Member") is 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 dated as of February 17, 1999 as amended(the"Organization Agreement"); WHEREAS, it has been determined to be necessary, desirable, and in the best interest of the Member and the other parties to the Organization Agreement to amend and restate the same; and WHEREAS, the Member now desires to authorize the Utah Associated Amended and Restated Agreement for Joint and Cooperative Action (the "Restated Agreement") and the taking of other necessary action in connection therewith; NOW,THEREFORE,BE IT RESOLVED by the Board of Directors of Truckee Donner Public Utility District as follows: Section 1. Execution, Delivery and Filing of the Restated Agreement. That the Restated Agreement in substantially the form presented at the meeting at which this resolution is adopted, is hereby authorized and approved, and the President is hereby authorized, empowered and directed to execute and deliver the Restated Agreement on behalf of the Member, and the Clerk of the Board is hereby authorized, empowered, and directed to attest, countersign and affix the corporate seal of the Member to the Restated Agreement, with such changes to the Restated Agreement from the form attached hereto as are approved by the President, his execution thereof to constitute conclusive evidence of such approval. Promptly upon its execution, the Restated Agreement shall be filed in the official records of the Member as required by Section 11-13-209, Utah Code Annotated 1953, as amended (the "Utah Code'). Section 2. Public Purposes, Powers, Effective Date of, and Other Actions with Respect to the Restated Agreement. (a) The public purposes of the Restated Agreement are those listed in Section 4.1 of the Restated Agreement; the powers, duties, and functions of UAMPS are those listed in Section 12 of the Restated Agreement and in Section 11-13-204 of the Utah 393151v.3 298 Code; the effective date of the Restated Agreement is that date upon which at least three- fourths of the members of UAMPS have approved, executed, and filed with the keepers of their records as provided in Section 18.1 of the Restated Agreement. (b) The Member has submitted the Restated Agreement to an Attorney, duly licensed to practice law in California and authorized to represent the Member, to review the Restated Agreement as to form and compliance with applicable law, pursuant to Section 11-13-202.5(3) of the Utah Code. (c) The appointment of Stephen Hollabaugh as the Member Representative to UAMPS is hereby ratified and confirmed. Such appointment shall remain in effect until the resignation or removal of such individual as the Member Representative of the Member. The Member Representative has provided to UAMPS a written statement specifying the Member Representative's preferred means of receiving notice of Meetings. The President is also authorized to appoint up to two alternate Member Representatives to UAMPS. Appointment of such alternate Member Representative(s) shall be effective upon written notice to UAMPS. (d) The President, the Clerk of the Board, 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 Restated Agreement and the performance thereof. Section 3. Miscellaneous;Effective Date. (a) All previous acts and resolution in conflict with this resolution or any part hereof are hereby repealed to the extent of such conflict. (b) 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. (c) This resolution shall take effect immediately upon its adoption and approval. AYES: Directors Hemig, Sutton, Thomason and Taylor ABSTAIN: None NOES: None ABSENT: Director Aguera 393151 v.3 298 ADOPTED AND APPROVED this 19"' day of November, 2008. Truckee Donner Public Utility District Tim F. Taylor, Boar President ATTEST AND COUNTERSIGN: Michael D. Holley, Oerklof the Board [SEAL] 393151v.3 298 APPENDIX 1 [Attached Preferred Means of Notice] 393151v.3 298 PREFERRED MEANS OF NOTICE DAMPS Member Truckee Donner Public Utility District Member Representative Stephen Hollabaugh Regular Meetings Please indicate your preferred means of receiving notice of regular UAMPS Meetings: [Check one] ❑ Collaboration Portal /U.S. Mail Please list the address Truckee Donn PUD P.O. Box 309 Truckee , Ca. 96160 Special Meetings Please indicate your preferred means of receiving notice of special UAMPS Meetings: [Check one] EV"Email Please list the email address stephenhollabaugh@tdp-ud.org Facsimile❑ Please list the fax number Signature of Member kepresentative 393151v.3 298 kt & "4, Execution Copy WHEREAS,the Members deem it necessary and desirable to enter into this Joint UTAH ASSOCIATED MUNICIPAL POWER SYSTEMS Action Agreement to amend,supersede,and replace the Restated Agreement;and AMENDED AND RESTATED AGREEMENT WHEREAS,UAMPS has developed facilities,systems,and personnel that enable ,.� UAMPS to provide a range of wholesale electric utility services to its Members and in FOR JOINT AND COOPERATIVE ACTION furtherance of the purposes of UAMPS,to better promote and foster the benefits of This AMENDED AND RESTATED AGREEMENT FOR JOINT AND COOPERATIVE ACTION public power,and to better achieve economies of scale,efficiencies,and other benefits (this"Joint Action Agreement")is made and entered into among the Members pursuant to the Members, each of the Members now desires to enter into this Joint Action to the provisions of the Interlocal Cooperation Act,Title 11,Chapter 13, Utah Code Agreement. Annotated 1953,as amended and effective as of the Effective Date. Now,THEREFORE,the Members hereby agree as follows: Section 1.Definitions. RECITALS Capitalized terms used herein and in the recitals shall have the WHEREAS,Utah Associated Municipal Power Systems("UAMPS")was previously meanings ascribed to such terms in the recitals above and the meanings set created pursuant to the provisions of the Act by the Utah Associated Municipal Power forth below: Systems Agreement for Joint and Cooperative Action dated as of October 15,1980(the 1.1 Act means the Interlocal Cooperation Act,Title 11,Chapter "Original Agreement"); 13,Utah Code Annotated 1953,as amended. WHEREAS,the Original Agreement has been amended and restated from time to 1.2 Board means the Board of Directors of UAMPS established time, including the Amended and Restated Agreements for Joint and Cooperative pursuant to Section 9 hereof. Action dated as of March 27,1990,April 19,1995,and February 17,1999 as amended 1.3 Director means each Member Representative elected or (collectively,the"Restated Agreement"); deemed elected as a Director. Only those Member Representatives who WHEREAS,after the date of the last Restated Agreement,the Act was amended represent Public Agencies may be elected or deemed elected as a Director. Any to enable Interlocal Entities to elect to become Energy Services Interlocal Entities and alternates shall not be entitled to act as a Director in the event of the absence or to exercise certain additional powers, and UAMPS, by resolution of its Board of unavailability of a Director. Directors,has elected to become an Energy Services Interlocal Entity; Truckee-Donner PUD JAA 2 180462v 10 M462v 10 1.4 Effective Date means that date upon which this Joint Action requirements of Section 5 hereof. The term "Member"as used in this Joint Agreement is effective pursuant to the requirements of Section 18 hereof. Action Agreement is generic and includes Equity Members. 1.5 Electric System means a network of poles, wires, 1.11 Member Representative means the person appointed by a transformers, substations,and appurtenant items which constitute the facilities Member to be such Member's Representative to UAMPS and all applicable necessary to provide retail electric service within a Member's service area. Project Management Committees. Each Member shall appoint one Member 1.6 Energy Services Interlocal Entity means an "Energy Representative and may appoint up to two alternates. Member Representatives Services Interlocal Entity"as defined in the Act. and alternates shall not be members of the board of directors or governing body 1.7 Equity Member means each Member designated as an of or be employed by any electric utility which is not a Member of UAMPS or of Equity Member in Appendix A. The term"Equity Member"as used in this Joint any other organization which is not a Member of UAMPS which provides service Action Agreement is specific and means only those Members listed as such in in competition with UAMPS or any Member. No individual shall serve as the Appendix A. The Equity Members listed in Appendix A are the only Equity Member Representative for more than one Member,except for the Chair of a Members of UAMPS and no other Members may become or be considered as Project Management Committee who serves as a Project's Member Equity Members. Representative to another Project as provided in Section 9.6. In the event an 1.8 Interlocal Entity means an"Interlocal Entity"as defined in individual is a Member Representative of one Member and an alternate for the Act. another Member,such individual may not represent more than one Member at 1.9 Meeting means,as applicable,an annual,regular,or special any annual,regular,or special meeting of the Members. An alternate appointed meeting of the Members,the Board,any of the Project Management Committees by such Member shall serve as such Members alternate in the event of the or any of the Committees of the Board established pursuant to Section 9 hereof, absence or unavailability of such Member's Representative. duly noticed and held in accordance with the Bylaws and Utah State law 1.12 Percentage Entitlement Share means a Member's governing open and public meetings,at which a quorum is present. respective percentage share pursuant to the document(s)that govern a Project. 1.10 Member means(i)each of the Members listed in Appendix For Projects that provide multiple activities or services with different entitlement A,and(ii)each entity that becomes a Member of UAMPS in accordance with the shares, a Member's Percentage Entitlement Share for such Project shall be calculated based on the financial responsibilities for the entire Project rather than 3 4 380462,1C 3Nt)a62.10 Board from time to time,for the benefits of the Project(s)in which it participates. Section 6. Bylaws. Organizations or corporations that are formed by,or operated for the benefit of, 6.1 The Bylaws of UAMPS shall be established and amended entities that meet the requirements of clauses(i)and (ii)above may become from time to time by the Board and shall provide,among other things,for(i)the Members of UAMPS if the requirements of clauses(iii)and(v)above are met. calling and holding of Meetings,(ii)powers and duties of officers,and(iii)rules 5.3 To retain membership,each Member must participate in at governing the manner of election of Directors. least one Project,as evidenced by the execution of an agreement with UAMPS Section 7. Meetings of Members. governing a Member's participation in a Project. 7.1 Members shall meet no less frequently than annually. 5.4 Each entity accepted as a Member shall thereupon (i)be 7.2 The business of annual Meetings will be (i) election or listed as Member on Appendix A to this Joint Action Agreement,(ii)appoint by removal of Directors, and (ii)other matters relating to the organization of resolution of its governing body a Member Representative and in its discretion UAMPS. appoint up to two alternates,and(iii)approve,execute,and file with UAMPS a 7.3 Notice of annual Meetings shall comply with the Bylaws and counterpart of this Joint Action Agreement in accordance with the terms of the with Utah State law governing notices of public meetings. Member Act and Section 18 of this Agreement. Representatives shall receive notice of each annual Meeting and will have the 5.5 Membership of any Member may be terminated by the right to attend each such annual Meeting. Board upon an affirmative vote of at least two-thirds of all Directors. Before any 7.4 Annual Meetings shall be convened in accordance with the vote on a proposal for termination of membership is taken by the Directors,the requirements of the Bylaws and Utah State law governing open and public Member whose removal has been proposed shall be given written notice at least meetings. sixty(60)days in advance of the vote and shall be given opportunity to address 7.5 Annual Meetings may be closed to the public in accordance the Board before the vote. No such termination of membership shall discharge with Utah State law governing open and public meetings. Member or relieve a terminated Member of its obligations under any resolution,contract, Representatives and all other persons associated with or purportedly or agreement with UAMPS to which such terminated Member is then a party. representing a Member shall withdraw from annual Meetings that have been properly closed when the purpose for the closed meeting involves strategy 9 10 380462,10 380462,,10 sessions to discuss pending or reasonably imminent litigation in which that 8.4 Decisions relating to a Project shall require a majority vote of Member is,or could be,an adverse party. the Directors elected or deemed elected from such Project who are present and Section 8. Board of Directors. voting at such meeting,unless any Director elected or deemed elected from such 8.1 The Board shall consist of Member Representatives Project calls for a weighted voted on a matter relating to such Project. If a representing Public Agencies and participating in each Project. Such Member weighted vote is called,decisions relating to a Project shall require the vote of Representatives shall be elected or deemed elected as Directors as provided in this Section 8.1. The total number of Directors of the Board shall be not less both(i)a majority of the Directors elected or deemed elected from such Project than one nor greater than the total number of Members. Directors shall be that are present and voting at such Meeting and(ii)a majority of the Percentage elected or deemed elected by the Members of each Project as follows: Entitlement Shares for such Project. A majority of the Percentage Entitlement (a) If there are eleven or fewer Members in a Project, then those Shares for purposes of a weighted vote shall be determined by dividing the total Member Representatives representing Public Agencies shall be deemed elected as Directors;or Percentage Entitlement Shares represented by Directors who vote in favor of the (b) If there are more than eleven Members in a Project, the four decision by the total Percentage Entitlement Shares represented by Directors at Members who are Public Agencies that have the greatest Percentage Entitlement Share shall automatically have their the Meeting. Member Representatives deemed elected as Directors. The Members shall elect seven additional Directors from among the 8.5 In the event of a weighted vote,Member Representatives for other Members Representatives representing Public Agencies participating in the Project. The four Directors deemed elected those Members participating in the Project that are neither elected nor deemed shall serve only for so long as the Member they represent has one of the four greatest Percentage Entitlement Shares. Percentage elected as a Director may designate a Director to vote such Member's Entitlement Shares shall be determined annually. Percentage Entitlement Share by written proxy. Any Meeting of the Board shall 8.2 Decisions relating to a Project shall be made,in accordance recess following a call for a weighted vote until proxies for those Directors with Section 9.3,at a Board Meeting and upon the vote of only those Directors present and voting at such meeting can be completed. representing Members of such Project. 8.6 Decisions related to Projects with only one Member shall be 8.3 Decisions not relating to any Project or relating to more than reported to the Board by the Director for such Project. one Project,including but not limited to formation of new Projects,membership, 8.7 Except for the initial election of Directors after the formation legal and financial matters, managerial and administrative matters, and of a Project,Directors shall serve for a term of four years.To ensure continuity, employment matters of UAMPS shall be made by a majority of the Directors at a historical perspective, and organizational memory, when a Project is initially Board Meeting. 11 12 Section 11. Governmental Immunity. Section 12. Powers. 11.1 The Members acknowledge and agree that the protection 12.1 In furtherance of the purposes set forth in this Joint Action .., afforded to the Members under the Governmental Immunity Act of Utah,Title 63, Agreement,UAMPS shall have all powers conferred upon Interlocal Entities and Chapter 30d, Utah Code Annotated 1953, as amended (the"Immunity Act"), Energy Services Interlocal Entities pursuant to the Act, and all powers shall be extended to UAMPS,its Member Representatives, Directors,officers, possessed by each Member with respect to electric utility undertakings,which and employees pursuant to Section 11-13-222 of the Act. It is the express powers are hereby delegated to UAMPS. The powers so conferred upon and intention of the Members that all of the protection afforded to Members and their delegated to UAMPS shall include,without limitation,the power to officers and employees under the Immunity Act shall be extended to UAMPS (a) own, purchase, lease, acquire by eminent domain or otherwise, construct,operate,maintain and repair or cause to be constructed, and its Member Representatives, Directors, officers, and employees. Each operated,maintained and repaired any Project or Projects; Member hereby delegates to UAMPS,to the extent permitted by law,all of the (b) borrow money or incur indebtedness,issue revenue bonds or notes for the purposes for which UAMPS or a Project was created;and powers,privileges and immunities conferred by the Immunity Act. Each Member assign,pledge or otherwise convey as security for the payment of any such indebtedness,the revenues and receipts derived from or that is not a political subdivision of the State of Utah agrees that,in providing in connection with a Project or Projects,which assignment,pledge or other conveyance may,if so determined by UAMPS,rank prior in services and performing its other functions pursuant to this Joint Action right to any other obligation except taxes,or payments in lieu of taxes, if any, payable to the State of Utah or its political Agreement, UAMPS is performing essential governmental functions for the subdivisions; benefit of such Member. Accordingly, each such Member hereby grants (c) contract for the purchase,lease or other acquisition of a supply of electric power or energy, transmission or other services in UAMPS,to the extent permitted by law,the powers,privileges,and immunities connection therewith; conferred upon such Member under the governmental immunity laws applicable (d) contract for the construction,operation,maintenance and repair of a Project or Projects or any part thereof; to it("Other Immunity Acts"),to the extent that such Other Immunity Acts are (e) exercise all powers conferred upon public power entities by the consistent with the purposes of the Immunity Act. UAMPS shall indemnify and Electric Power Facilities Act, Title 54, Chapter 9, Utah Code Annotated 1953,as amended(or any similar or successor statute); defend its Member Representatives, Directors,officers,and employees acting (f) enter into participation agreements and other contracts pursuant to within the scope of their respective duties as provided in the Immunity Act and 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 the Other Immunity Acts. or more entities not Members, either by sale, lease or other contract for the use of the Project or any portion thereof; 17 18 '90452v la 380482v 10 (g) purchase or sell feasibility studies, preliminary services, partial (q) include in any contract provisions in contracts with third or outside Projects held by any Member,or options relating to facilities for a parties for the indemnification of the parties upon early termination Project; or default thereunder,for the rights and remedies of the parties to the contract to be governed by the laws of another state and (h) contract for or perform feasibility studies,preliminary services of all consenting to the jurisdiction of the courts of the United States or kinds,partial Projects,and options; another state over any action brought in connection with such contract; (i) contract for the sale, lease or other transfer of a portion of or service from a Project to one or more electric cooperative (r) create or participate in the creation of one or more nonprofit associations organized under the Utah Non-Profit Corporation and corporations and participate in creation or become a member of Cooperative Association Act or to another public or private entity or interlocal or joint powers entities, whether such nonprofit entities; corporation or entity is organized under the laws of Utah or of another state;and Q) acquire by gift,grant,purchase,eminent domain or otherwise and to lease any property (real or personal), building, works or (s) exercise such other powers delegated by the Members and take improvements necessary or convenient for the purposes provided such other actions,engage in such other transactions,enter into for in this Joint Action Agreement; such contracts and agreements and do all other things as may be necessary,convenient,or appropriate to accomplish its purposes (k) employ or contract with persons or firms for personnel to or carry out any of its powers. accomplish its purposes and powers; 12.2 The powers of UAMPS shall be exercised by the Board and, (1) incur debts,liabilities or obligations which are those of UAMPS and not the debts,liabilities or obligations of any of the parties hereto; to the extent properly delegated either under this Joint Action Agreement or (m) sue and be sued in its own name; pursuant to action of the Board,by the Project Management Committees,and by (n) contract with any Member or with third parties upon behalf of any the several Committees of the Board. Member to provide such power supply,generation,transmission, transformation and distribution services, and/or operation, Section 13. Financing and Budget. maintenance and repair services as may be necessary for the operation of the electric light and power works of such Member; 13A A Project may be financed in whole or in part by the (o) pursue one or more Projects for any Member under separate issuance of bonds and notes of UAMPS payable from and/or secured by the accountability, control and administration as may be required by financing arrangements as to each such Project without obligating revenues and receipts derived from the ownership and operation of such Project the Members of any Project for the obligations of the Members of any other Project undertaken by UAMPS; including,without limitation,revenues and receipts from: (p) enter into contracts or agreements with respect to any Project (a) power sales contracts, transmission service contracts and any pursuant to which UAMPS may make payments in lieu of tax to or other contracts as to any entitlement to generation,transformation, for the benefit of one or more Public Agencies of the State of Utah transmission and related services,property and facilities provided and/or payments or other arrangements for purposes of alleviating by such Project; the impact of Projects constructed or acquired by UAMPS or for other purposes deemed appropriate by UAMPS; (b) the sale of energy,transmission,and other services; (c) other benefits of such Project;and 19 20 9t;n4et,10 �aoas2,'a the records of each Member shall file with UAMPS a certificate acknowledging otherwise rendered unenforceable or ineffectual, the validity of the remaining compliance with the filing requirement of the Act. portions or provisions shall not be affected thereby. Section 19. Counterparts. IN WITNESS WHEREOF, the undersigned Member of UAMPS hereby 19.1 This Joint Action Agreement shall be executed in acknowledges the terms and provisions of this Joint Action Agreement and agrees that counterparts, each of which shall constitute an original, and together such it shall govern all matters, relationships, and transactions between and among the counterparts shall constitute one instrument. Members and UAMPS. Section 20. Governing Law. TRUCKEE-DONNER PUD 20.1 This Joint Action Agreement is made in the State of Utah, - under the constitution and laws of Utah and shall be construed pursuant to Utah By: Tim Taylor Its: Board President law-.provided, however,that with respect to any Member that is not a Public ATTEST: Agency of the State of Utah,such Member's power and authority to enter into this Joint Action Agreement shall be determined under the laws of the State in By: Michael D. Hol, ey which it is organized. Its: Clerk of the Board 20.2 Notwithstanding anything in this Joint Action Agreement to the contrary,agreements among or as between the Members and UAMPS shall be governed by Utah law and shall provide that jurisdiction and venue shall be ATTORNEY ACKNOWLEDGEMENT: had in the state or federal courts located in Utah for disputes arising out of or Date irx.r related to such agreements. This Joint Action Agreement as acknowledged is hereby approved as being in proper Section 21. Severability. form and in compliance with applicable laws. 21.1 Should any part, term, or provision of this Joint Action Agreement be determined by the courts to be illegal or in conflict with any law of Truckee-Donner PUD Authorized Attorney the State of Utah or with any law of a Member's state of organization, or 25 26 ?80462,10 3H0462v tU APPENDIX A APPENDIX B Beaver* Lassen Municipal Utility Springville` Blanding* District,California South Utah Valley Electric EQUITY MEMBER PERCENTAGE Boulder,Nevada Lehi* Service District* Bountiful* Lincoln County Truckee-Donner PUD, Beaver 1.2739% Brigham City Logan* California Blanding 0.6809% Burley,Idaho Lower Valley Energy, United Electric Bountiful 7.9778% Central Utah Water Wyoming Cooperative,Idaho Enterprise 0.5869% Conservancy District Meadow* Valley Electric Ephraim 1.0126% Eagle Mountain Monroe* Association,Nevada Fairview 0.3766% Enterprise* Morgan* Washington* Fillmore 1,8459% Ephraim* Mt.Pleasant* Weber Basin Water Fredonia 0.0000% Fairview* Murray* Conservancy District* Heber 3.4106% Fallon,Nevada Northern Wasco PUD, Holden 0.2217% Fillmore* Oregon Hurricane 2.1637% Fredonia,Arizona* Oak City* Hyrum 2.6147% Gallup,New Mexico Overton Power,Nevada Idaho Falls 0.8711% Heber Light&Power* Paragonah* Kanosh 0.1637% Hildale Parowan* Kaysville 4.5567% Holden* Payson* Lehi 2.8029% Hurricane* Plumas Sierra REC, Logan 13.9564% Hyrum* California Meadow 0.1136% Idaho Energy Authority, Price Monroe 0.3924% Idaho Raft River REC,Idaho Morgan 0.7011% Idaho Falls,Idaho* St.George* *Equity Members Mt.Pleasant 0.3509% Kanosh* Santa Clara* Murray 16.4823% Kaysville* Spring City* Oak City 0.2296% Paragonah 0.0963% Parowan 0.5180% Payson 2.1823% Santa Clara 0.9782% Spring City 0.1091% Springville 5.3642% St.George 24.3263% South Utah Valley Electric Service District 1.0692% Washington 2.4708% Weber Basin 0.0996% 27 28 (d) other available funds of DAMPS related to such Project,including bond and note resolutions and indentures. Collectively,the budgets so adopted without limitation amounts paid to UAMPS under contracts with by UAMPS shall account for all of the financial activities of UAMPS,except as respect to such Project. otherwise may be provided in the resolutions,contracts,agreements and other 13.2 Such revenues,receipts and other funds shall be applied for documents related to such Projects. the purposes and on the terms and conditions set forth in the bond or note Section 14. Relationship and Obligations. resolutions,indentures or agreements of UAMPS securing such bonds or notes 14.1 This Joint Action Agreement shall not create any partnership and as required by the Act. or joint venture among the Members and the Members shall not hereunder be 13.3 UAMPS shall, in connection with the undertaking of a deemed as partners, joint venturers, or associated in any manner which Project,enter into a contract with at least one Member that is a Public Agency obligates them for the debts,defaults,or miscarriages of any other Member. and as many other Members or Projects for sale of the capacity, service or 14.2 Except for obligations of individual Members arising under facilities of the designated Project on such terms as will produce sufficient contracts with UAMPS related to each Project,no Member shall be liable for any revenue to meet and pay all operating and maintenance expenses,debt service, bond,note,indebtedness or other obligation of UAMPS or any other Project;nor reserve requirements, and all other charges or liens whatsoever payable from the revenue of such Project. shall any Member be liable for the indebtedness of any other Member or for any indebtedness or other obligation of a Project in which it does not participate. 13.4 DAMPS shall annually adopt a budget which shall set forth Section 15. Limitation on Liability of Directors. in reasonable detail: 15.1 A Director shall have no liability to any Member for any act (a) estimates of revenues and operating and maintenance expenses with respect to each Project; or omission in the performance of his duties as Director. The Members hereby (b) debt service and reserve requirements; agree not to make any claim or file any cause of action arising from any act or (c) payments with respect to renewals and replacements for each omission of Directors in the performance of their duties as Director. Project and contingency reserves therefor;and Section 16. Disposition of Assets and Termination. (d) such other items and matters as shall be required pursuant to its resolutions, contracts, and agreements, and bond and note 16.1 The resolutions,contracts,and agreements entered into by resolutions and indentures. Such budget shall be adopted and may be amended from time to DAMPS and its Members with respect to each Project shall contain such time in the manner provided in such resolutions,contracts,and agreements,and provisions with respect to the termination of such Project as are necessary or 21 22 3E0462v.10 appropriate and for the disposition of all property,assets,and rights comprising Section 18. Effective Date and Approval by Members. or related to such Project upon such termination. 18.1 The Effective Date of this Joint Action Agreement and any 16.2 Following disposition of all property, assets, and rights amendment shall be the date on which at least three-fourths of the Members comprising or related to Projects as provided for in the resolutions,contracts, have approved,executed,and filed with the keepers of their records this Joint and agreements,any remaining property,assets,and rights of UAMPS shall be Action Agreement or any amendment. The legislative body of each Member distributed to Equity Members in good standing at the time of such disposition of shall approval this Joint Action Agreement and any amendment as required by assets in those percentages listed on Appendix B. the Act or other applicable law. 16.3 Following the disposition of all property,assets,and rights, 18.2 This Joint Action Agreement additionally shall be UAMPS may be terminated pursuant to the Act and as approved by the Board. submitted to an attorney who is duly licensed and practicing within the jurisdiction Section 17. Amendments. of the Member and is authorized to represent the Member approving this Joint 17.1 This Joint Action Agreement may be amended by the Action Agreement. That attorney shall determine whether this Joint Action Members in writing. Such amendment(s)shall not violate the Act or adversely Agreement is in proper form and in compliance with the Act or other applicable affect any existing resolutions, contracts, or agreements, including without law and shall approve this Joint Action Agreement. If the Member's attorney limitation notes, bonds, or other evidence of indebtedness; furthermore, no determines that this Joint Action Agreement or any amendment does not meet amendment shall subject any Member to any dues, assessments, or liability the conditions set forth in the Act,the attorney shall detail in writing,addressed without its consent thereto. Amendments shall be approved and adopted only to the Board,the specific points in which this Joint Action Agreement fails to after submission of the proposed amendment to the Board for recommendation meet the requirements of law. Approval by said attorney shall be by execution of to the Members by resolution. Proposed amendments must be recommended to the endorsement upon the counterpart signature page to this Joint Action the Members by affirmative vote of at least two-thirds of the Directors currently Agreement. serving on the Board. If any proposed amendment is not approved by the 18.3 The legislative body of each Member shall adopt and Members in accordance with the requirements of Section 18, it shall fail and with UAMPS a resolution agreeing to membership in UAMPS, approving the have no effect upon the Joint Action Agreement. terms and conditions of this Joint Action Agreement, and acknowledging compliance with the approval requirements of the Act. In addition,the keeper of 23 24 3Y,04E1/IU :S�C[i7:1i1 formed,Members may elect Directors to staggered terms of less than four-year established by the Board from time to time,are hereby established,ratified and terms. Directors for the Pool Project shall serve for a term of one year. confirmed. The Executive Committee shall consist of the Chair, Vice-Chair, 8.8 Notwithstanding anything in this Section 8 or this Joint Secretary, and Treasurer of UAMPS. All other committees, except for the Action Agreement to the contrary,the selection and appointment of the Board Project Management Committees, shall consist of Member Representat shall comply with Section 11-13-206(2)of the Act. appointed by the Chair. Each Project Management Committee shall consist of 8.9 The Board shall meet at such times and places as the Chair the Member Representatives of the Members of the Project. of the Board shall direct. Meetings of the Board shall be convened in 9.2 The Chair of UAMPS shall serve as Chair of the Executive accordance with the requirements of the Bylaws and Utah State law governing Committee and shall appoint the Chair of each other committee except for the open and public meetings. Meetings of the Board may be closed to the public in Project Management Committees, each of which shall annually elect a Chair accordance with such law. from among the Member Representatives for that Project. No Chair shall serve 8.10 Directors and all other persons associated with or more than three consecutive terms. Committees shall hold meetings from time purportedly representing a Member shall withdraw from Meetings of the Board to time as called by each Committee's Chair, that have been properly closed when the purpose for the closed meeting 9.3 The Members intend that the Board shall (i)defer to the involves strategy sessions to discuss pending or reasonably imminent litigation in particular expertise of each Project Management Committee with respect to the which that Member is,or could be,an adverse party. Project that is governed by such Committee and(ii)act upon and in furtherance 8.11 Meetings of the Board may be held through electronic of the recommendations of each such Project Management Committee with means, as provided for in the Bylaws. A Director participating in a Meeting respect to the Project governed by such Committee. Except for those matters through electronic means shall be considered present for purposes of quorum described in Section 8.3 hereof,the Board shall take action with respect to a and voting. Project only upon the specific recommendation of the Project Management Section 9. Project Management Committees and Committees of the Board. Committee for such Project and shall not have the power to change,modify,or 9.1 The Project Management Committees for each Project and substitute any such recommendation. the following Committees of the Board (i) Executive Committee, (ii) Budget 9.4 The Members in each Project shall have one vote on all Committee, (iii)Audit Committee, and (iv) such other committees as may be matters before a Project Management Committee Meeting and a majority of the 13 14 360a6Gv 10 360462v 10 Member Representatives present and voting shall be necessary to recommend a 9.7 The Project Management Committees and the several decision to the Board. Any Member Representative may call for a weighted vote Committees of the Board shall meet at such times and places as the Chair of at a Project Management Committee Meeting. If a weighted vote is called,the such Committees shall direct. Meetings of such Committees shall be convened recommendation of a decision to the Board shall require the vote of both(i)a in accordance with the requirements of the Bylaws and Utah State law governing majority of the Percentage Entitlement Shares for the Project and(h)a majority open and public meetings. Meetings of Committees may be closed to the public of the Member Representatives present and voting at such a Project in accordance with such law. Management Committee Meeting. 9.8 Member Representatives and all other persons associated 9.5 The Project Management Committee for Projects with only with or purportedly representing a Member shall withdraw from Meetings of one Member shall consist of the Member Representative for the Member forming Committees that have been properly closed when the purpose for the closed such Projects. Such Project Management Committees shall meet at least meeting involves strategy sessions to discuss pending or reasonably imminent annually with the staff of UAMPS to establish a budget for the Project and to take litigation in which that Member is,or could be,an adverse party. any necessary actions. 9.9 Meetings of the Committees may be held through electronic 9.6 The Chair of a Project Management Committee for a Project means,as provided in the Bylaws. A Member Representative participating in a that participates as a Member in another Project shall serve as the Member Meeting through electronic means shall be considered present for purposes of a Representative to such Project Management Committee(s) in which it quorum and voting. participates. For purposes of electing Directors,a Project that participates as a Section 10.Selection and Qualifications of Officers. Member in another Project shall be treated like the other Members of the Project. 10.1 The officers of UAMPS shall consist of a Chair,a Vice-Chair, The votes and actions of those Projects participating as a Member in another a Secretary, and a Treasurer. Each officer shall be a Director and elected Project shall have been approved by the Project Management Committee for that annually by the Board for a one-year term. No officer shall serve more than Project.The votes and actions of those Projects participating as a Member in three consecutive terms in the same office. In addition to officers listed ab another Project shall represent only the final vote or action of such Project and the Board may by resolution appoint such assistant officers as the Board may shall not present the initial debate or dissent of such Project. from time to time determine to be necessary or desirable. 15 16 3fi11462,10 10 based on the Member's financial responsibility under any particular activity or facilities which are for the purpose of providing electric service to direct service. consumers of electric power within the boundaries of a Member's service area 1.13 Proiect means and which are interconnected directly with such customers shall not be included (a) facilities for any or all of the generation, transmission and within any Project for purposes of this Joint Action Agreement. distribution of electric power or energy and all rights,properties and improvements necessary therefor, including fuel and water 1.14 Public Agencv means a"Public Agency"as defined in the facilities, supplies, and resources, common facilities, buildings, structures, improvements and facilities appurtenant thereto or Act. provided therefor,and land necessary therefor,whether by way of ownership, divided or undivided ownership interest, contractual Section 2. Creation of DAMPS. right to the output or capacity thereof or otherwise; (b) feasibility, environmental or other studies with respect to a 2.1 Pursuant to the Act,the Members hereby ratify and reaffirm proposed Project and all surveys, estimates, licenses, permits, creation of a Utah Interlocal Entity and an Energy Services Interlocal Entity, rights,approvals,litigation and options pertaining thereto; known as UTAH ASSOCIATED MUNICIPAL POWER SYSTEMS to accomplish (c) contracts among DAMPS and other parties for the purchase,sale, transmission,distribution,generation,marketing,or remarketing of the purposes of their joint and cooperative action as set forth herein. electric power or energy and of natural gas;and (d) such other facilities, improvements, activities, and services, 2.2 UAMPS shall continue to exercise such rights and powers including,but not limited to,legal,legislative and financial activities and have such duties and obligations as provided for in the Act and herein. consistent with the purposes of UAMPS and this Joint Action Agreement. From and after the Effective Date,this Joint Action Agreement shall supersede To establish a Project, (i)at least one Member that is a Public and replace the Restated Agreement, as heretofore amended,without calling Agency shall propose to participate in such Project pursuant to a contract with into question or casting doubt upon actions previously taken by UAMPS under UAMPS;(ii)the Member(s)shall present the proposed Project to the Board;and the Original Agreement or the Restated Agreement as amended. (iii)a majority of the Board shall vote to approve the Project as a Project of 2.3 Without limiting the foregoing,from and after the Effective UAMPS. An existing Project may participate as a Member in another Project Date, UAMPS shall be bound by each and every resolution, contract, and and may propose the creation of a new Project. Neither the individual members agreement,adopted or executed by UAMPS prior to the Effective Date,including of the Board nor UAMPS shall have any liability to those proposing a Project as a without limitation all resolutions, bond resolutions and indentures, ownership result of the Board's decision to not approve a Project. Any Project may be agreements, participation agreements, transmission service contracts, situated in whole or in part within or without the State of Utah. Distribution transmission purchase contracts, power sales contracts and power purchase 5 6 38046N 10 3KA62v 10 contracts. UAMPS' present rights and obligations under such resolutions, (d) planning, financing, development, acquisition, construction, reconstruction, improvement, enlargement, betterment, operation, contracts, and agreements shall in no way be affected by this Joint Action and/or maintenance of one or more Projects for the benefit of all or some of the Members, Agreement. to enable the Members to provide services and facilities consistent with the Section 3. Term. forms of governmental organization that will accord best with geographic, 3.1 The term of this Joint Action Agreement shall extend until economic,population and other factors influencing the needs and development the latest to occur of the following: of local communities, and to provide the benefits of economies of scale, (a) 50 years after the Effective Date of the latest amendment to this Joint Action Agreement; economic development and utilization of natural resources. (b) five years after UAMPS has fully paid or otherwise discharged all of 4.2 In connection with a Project,UAMPS may acquire capacity, its indebtedness; services, facilities and/or resources in excess of those needed to meet the (c) five years after UAMPS has abandoned, decommissioned, or conveyed or transferred all of its interest in its facilities and requirements of the Member(s) as may be necessary to accomplish the improvements;or purposes of UAMPS and to provide the benefits of economies of scale, (d) five years after the facilities and improvements of UAMPS are no longer useful in providing the service, output, product, or other interconnected systems,acquisition of all or parts of existing electric facilities, benefit of the facilities and improvements as determined under any agreements governing the sale of the service,output,product,or and adaptation of a Project to the unique needs of the Member(s)of that Project. other benefit. Section 5. Qualification and Admission of Members. Section 4. Purpose of UAMPS. 5.1 Additional entities may become Members of UAMPS upon 4.1 The purpose of this Joint Action Agreement,the creation of request and upon satisfaction of the qualifications and procedures set forth in DAMPS as a separate political subdivision of the State of Utah,and the joint or this Section 5. cooperative action of the parties to this Joint Action Agreement is to provide for 5.2 To become a Member of UAMPS an entity must(i)own and the following: operate an Electric System for the provision of electric service at retail to (a) securing reliable, economic sources of electric power for the Members; general public within its service area, (ii)be eligible for a preference contl. (b) protecting and fostering the benefits of public power; from a federal power marketing agency, (iii)be accepted as a Member of a (c) assisting Members in providing reliable, competitive, low-cost Project by a Project Management Committee,(iv)be approved as a Member of electric service to their ratepayers;and such Project by the Board,and(v)pay a minimum amount,as determined by the 7 g 780dFih G -:RtJ951v 10