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BOARD MEETING NOTICE & AGENDA
Title: Board of Directors Regular Meeting
Location: Heber Light & Power Business Office, 31 S 100 W, Heber City, UT 84032
Date: Wednesday, April 18, 2018
Time: 3:00 pm
Board Members
1 Heber City Mayor Kelleen Potter
2 Midway City Mayor Celeste Johnson
3 Charleston Town Mayor Brenda Kozlowski
4 Wasatch County Council Representative Kendall Crittenden
5 Heber City Council Representative Jeff Smith
6 Heber City Council Representative Wayne Hardman
Agenda Items
1 Approval of:
a. March 28, 2018 Board Meeting Minutes
b. March 2018 Financial Statements
c. March 2018 Warrants
2
Approval of resolution (a) approving a reduced design capacity and alternative design for the gas repowering of the Intermountain Power Project (“Project”), (b) authorizing amendments to Power Sales Contract and Renewal Power Sales Contract between the Intermountain Power Agency and Heber Light & Power Company to permit reduced design capacity and alternative design (Joe Dunbeck)
3 Approval of resolution authorizing Fifth Amendment to Intermountain Power Agency Organization Agreement (Joe Dunbeck)
4 Staff report and discussion on Carbon Free Power Project (Jason Norlen)
5 Discussion of Econometric Modeling and Load Forecast Study (Jason Norlen)
6 Approval of Resolution Providing for Distributions to Members from Distributable Income for 1st Quarter 2018 (Bart Miller)
7 Discussion and review of Community Advisory Board (Mayor Potter)
8 Board approval to designate Adam Long as General Counsel (Joe Dunbeck)
9 General Manager’s Report
10 Staff Reports (as needed)
Note: Transmission Line Update tabled pending completion of an underground feasibility/cost study at which time a special board meeting will be scheduled for presentation and discussion of the study.
The Board reserves the right to move into Closed Session on any of the above items.
HEBER LIGHT & POWER COMPANY 31 S 100 W
Heber City, UT 84032
Heber Light & Power Board Minutes 2018-03-28 -- Draft
Page 1 of 4
HEBER LIGHT & POWER COMPANY
31 South 100 West
Heber City, Utah 84032
BOARD MEETING
March 28, 2018, 3:00 pm
The Board of Directors of Heber Light & Power met on March 28, 2018, at 3:00 pm, at the Heber Light &
Power Business Office, 31 S 100 W, Heber City, Utah.
Board Member Attendance: Board Chair - Kelleen Potter: Present
Director - Celeste Johnson: Present
Director - Brenda Kozlowski: Present
Director - Jeff Smith: Absent
Director - Wayne Hardman: Present
Director - Kendall Crittenden: Present
Others Present: Jason Norlen, Jake Parcell, Bart Miller, Karly Schindler, Emily Brandt, Joe Dunbeck,
Adam Long, Harold Wilson, Rob Tuft, Jess Graham, Doug Hunter-UAMPS, Mason Baker-UAMPS, Chris
Colbert-NuScale, Dave Brown-Squire, Matt Geddes-Squire, Kraig Ford, Brenda Ford, Christine Caldwell,
Ron Lowrey, Jeffery Gainer, Cathy Lengeling, Chris Burnard, Bengt Jonsson.
Chair Potter welcomed those in attendance.
1. Consent agenda - approval of: a) February 28, 2018 Board Meeting Minutes, b) February 2018
Financial Statements, c) February 2018 Warrants. Chair Potter called for a motion regarding the consent
agenda. Director Crittenden requested that agenda item number 5 be addressed after agenda item number 2
since he had to leave for a council meeting. He then made the following motion:
Motion. Director Crittenden moved to approve the consent agenda. Director Kozlowski seconded
the motion. The motion carried with the following vote:
Board Chair - Kelleen Potter: Approve
Director - Celeste Johnson: Approve
Director - Brenda Kozlowski: Approve
Director - Jeff Smith: Absent
Director - Wayne Hardman: Approve
Director - Kendall Crittenden: Approve
Director Hardman asked if it was appropriate to review the dividends. Director Johnson stated that it could
be discussed when it is on the agenda next month.
Heber Light & Power Board Minutes 2018-03-28 -- Draft
Page 2 of 4
2. Review and discussion of Carbon Free Power Project (UAMPS). Doug Hunter, General Manager
of Utah Associated Municipal Power Systems (UAMPS) reviewed the Carbon Free Power Project (CFPP).
He stated the program consists of three elements: 1) energy efficiency, 2) distributed generation, and 3)
small modular reactors. He introduced Chris Colbert of NuScale who explained the technology of the
small modular reactors. Chris showed a size comparison and explained how the different components were
put in a simplified design. He stated that the smaller design makes it simpler and safer to operate. Chris
continued to explain the design elements, safety, testing, and design certification application process.
Doug Hunter stated UAMPS has put together a package to see if this is viable resource. Doug explained
the economics of the project. He stated that the upper limit on the price is 6.5 cents per kwh and the
expected low price is 4.5 cents per kwh at a class 4 estimate. Doug explained this project allows for a
mixed portfolio of renewables and clean energy. Mason Baker, General Counsel for UAMPS, talked
through the contractual provisions and explained the engineering, procurement and construction
agreement, NRC license, DOE lease, power purchase agreement, water rights, construction, operating
period, and decommissioning. He also showed a cost breakdown of the project, the available off-ramps for
participants, and the current and future costs for the Company.
5. Update on Citizens Advisory Board and proposed mission statement change. The Board reviewed
and discussed the Citizens Advisory Board (CAB), including the member bios, its mission statement,
purpose, and the selection process. Director Kozlowski expressed an interest in having the full Board
review the list of those that applied to serve on the CAB. Director Crittenden mentioned that someone
with industry experience would be a benefit. The Board briefly discussed the proposed changes to the
Company’s mission statement.
Motion. Director Hardman made a motion to table the review of the CAB to give the Board more
time to review the CAB members. Director Kozlowski seconded the motion.
Board Chair - Kelleen Potter: Approve
Director - Celeste Johnson: Approve
Director - Brenda Kozlowski: Approve
Director - Jeff Smith: Absent
Director - Wayne Hardman: Approve
Director - Kendall Crittenden: Approve
[Crittenden exited the meeting.]
3. Review and discussion of audited financial statements. Dave Brown and Matt Geddes of Squire &
Company presented the annual audit report. Dave Brown reported that it is their opinion that the financial
statements are presented fairly in all material respects in accordance with generally accepted accounting
principles. Dave reviewed the financial position as of December 31, 2017. He stated the overall change in
net position was $2.6 million. He stated that since they came in as new auditors this year, they asked a lot
of questions specific to how the accounting principles were applied. He reported that there was a
restatement of the financial statements for two key reasons. One reason was an adjustment to depreciation
as a result of changing accounting systems, and the other was the treatment of benefits at the time of
retirement as a termination benefit instead of OPEB. Dave stated they also tested for State specific
compliance and controls. With the exception of the restatement, there were no other findings issued, and
they are issuing a positive opinion over compliance.
4. Approval of gas marketer renewal – CIMA Energy. Jason Norlen explained that we are a gas
transmission customer of Dominion Energy, but that we have a gas marketer that makes the transaction for
Heber Light & Power Board Minutes 2018-03-28 -- Draft
Page 3 of 4
us. CIMA Energy has been the gas marketer for the past few years. The contract with CIMA is up for
renewal for a one-year term. Jason explained the role of a gas marketer and the pricing. He also explained
that he and Emily Brandt buy natural gas within the parameters of the risk management policy. He stated
we have a good relationship with CIMA. Joe Dunbeck and Jason further explained how the contract fits
under the industry master contract. Jason offered to have CIMA give a presentation to the Board if they
wish.
Motion. Director Hardman made a motion to renew the contract with CIMA as the gas marketer.
Director Kozlowski second the motion.
Board Chair - Kelleen Potter: Approve
Director - Celeste Johnson: Approve
Director - Brenda Kozlowski: Approve
Director - Jeff Smith: Absent
Director - Wayne Hardman: Approve
Director - Kendall Crittenden: Absent
Director Johnson expressed that there is a lot to learn as a Board member. The Board and Staff discussed
the need to be open and to communicate on issues relating to the municipalities and the company.
6. Legislative updates and approval of amendments to GRAMA policy. Joe Dunbeck stated that he
will create and distribute a list of the bills for review by Board and Staff. Joe explained SB 189, Small
Wireless Facilities Deployment Act. He stated it requires that municipalities allow small wireless facilities
within their rights-of-way, but that Heber Light & Power’s poles are exempted by statute. He also reported
that there is a sense about the shortage of qualified workers, and they are looking to developing programs
to find ways to train people in tech businesses. Joe also mentioned a couple of minor amendments to
GRAMA regarding emails and closed meetings.
7. Approval of Years of Service retirement gift. Karly Schindler explained the handbook policy that
allows for a retirement gift to retiring employees in recognition of their service to the Company. Karly
stated that the amount for Phil Congino based on his years of service and wage is $500.00 and asked for
Board approval.
Motion. Director Johnson moved to approve the years of service retirement gift. Director
Hardman seconded the motion.
Board Chair - Kelleen Potter: Approve
Director - Celeste Johnson: Approve
Director - Brenda Kozlowski: Approve
Director - Jeff Smith: Absent
Director - Wayne Hardman: Approve
Director - Kendall Crittenden: Absent
8. General Manager’s Report. Jason stated that the underground feasibility study and load forecast
studies are coming in and asked the Board if they want to have a special meeting to review them. Director
Johnson suggested waiting until all the information was in before presenting it. The Board and Staff
discussed that the studies do take into account the future growth on the system and the impact of solar.
Jason confirmed with the Board that he had direction to give load data and underground/overhead cost
information to our rate consultant to do a rate cost study. The Board discussed the possible role of the
Heber Light & Power Board Minutes 2018-03-28 -- Draft
Page 4 of 4
advisory board and the best way to approach a public hearing. Jason asked if the Board would like to have
a consultant fly in to present the report. The Board suggested Jason could present the report.
Jason stated that resumes are being reviewed for the positions of IT Specialist and Facilities Specialist, and
that we hope to have those positions filled by April/May.
Jason reported that the Company received first in Group D of the American Public Power Association’s
2017 Safety Awards of Excellence. Jake Parcell and Shane Carlson will be going to the APPA Engineering
& Operations Conference to receive the safety award and the RP3 award reported on last month.
Jason mentioned that Kyra Woods, a second-year law student from BYU, will do a legal internship for us
in May/June for class credit.
Jason stated that he has been in discussion with Cyrq Energy on the geothermal project in central Nevada.
They have given us a power purchase agreement for review. Emily Brandt is analyzing the energy they
have available. The project is one that the previous Board of Directors had the Company pursuing. If the
numbers check out, Cyrq Energy can come to the Board to do a presentation on the energy available from
that project.
Jason suggested that instead of bringing UAMPS back to another Board meeting on the CFPP, that we
could set up workshops for the Board. Jason explained that these are tough decisions for a Board and that
Staff will do whatever needs to be done to get the Board to a level where they are comfortable making
these decisions. Jason stated that the future of the Hunter Plant is unsure and explained the coming
changes to IPP. The Board and Staff briefly discussed the risks of the CFPP and making decisions for
future power resources.
Staff Reports. Bart Miller mentioned that he would be meeting with Fitch and discussed issues that may
affect the rating. The Board and Staff discussed the timing of creating the capital and strategic plans.
Chair Potter stated that April’s board meeting conflicts with the Utah Legal of Cities and Towns
Conference. The Board agreed to move the meeting to April 18 at 3:00 pm.
With no further business to discuss, the Chair called for a motion to adjourn the meeting.
Motion: Director Johnson moved to adjourn the meeting. Director Hardman seconded the motion.
The motion carried with the following vote:
Board Chair - Kelleen Potter: Approve
Director - Celeste Johnson: Approve
Director - Brenda Kozlowski: Approve
Director - Jeff Smith: Absent
Director - Wayne Hardman: Approve
Director - Kendall Crittenden: Absent
Meeting adjourned.
Karly Schindler
Board Secretary
General LedgerFinancial And Operating Report Electric Distribution
Page: 112:47:09 pm04/13/2018
Revision: 89113HEBER LIGHT & POWER
This YearLast Year Variance
BALANCE SHEET FOR MAR 2018
ASSETS AND OTHER DEBITS 1. Total Utility Plant in Service 60,095,941.27 3,140,693.5956,955,247.68 2. Construction Work in Progress 2,451,563.97 1,062,667.041,388,896.93 3. Total Utility Plant (1 + 2) 62,547,505.24 4,203,360.6358,344,144.61 4. Accum. Provision for Depreciation and Amort. 27,633,705.50 947,121.9926,686,583.51 5. Net Utility Plant (3 - 4) 34,913,799.74 3,256,238.6431,657,561.10 6. Non-Utility Property (Net) 0.00 0.000.00 7. Invest. in Subsidiary Companies 0.00 0.000.00 8. Invest. in Assoc. Org. - Patronage Capital 0.00 0.000.00 9. Invest. in Assoc. Org. - Other - General Funds 0.00 0.000.00 10. Invest. in Assoc. Org. - Other - Nongeneral Funds 0.00 0.000.00 11. Invest. in Economic Development Projects 0.00 0.000.00 12. Other Investments 0.00 0.000.00 13. Special Funds 0.00 0.000.00 14. Total Other Property & Investments (6 thru 13) 0.00 0.000.00 15. Cash - General Funds 3,399,809.79 75,638.073,324,171.72 16. Cash - Construction Funds - Trustee 378,218.78 -23,430.20401,648.98 17. Special Deposits 3,915,241.82 238,848.263,676,393.56 18. Temporary Investments 241,378.96 2,062.50239,316.46 19. Notes Receivable (Net) 0.00 0.000.00 20. Accounts Receivable - Sales of Energy (Net) 2,414,960.77 -171,916.572,586,877.34 21. Accounts Receivable - Other (Net) -1.49 -1.490.00 22. Renewable Energy Credits 0.00 0.000.00 23. Material and Supplies - Electric & Other 1,236,811.52 -147,260.051,384,071.57 24. Prepayments 295,106.73 11,508.43283,598.30 25. Other Current and Accrued Assets 0.00 -1,175.461,175.46 26. Total Current and Accrued Assets (15 thru 25) 11,881,526.88 -15,726.5111,897,253.39 27. Regulatory Assets 0.00 0.000.00 28. Other Deferred Debits 0.00 0.000.00 29. Total Assets and Other Debits (5 + 14 + 26 thru 28) 46,795,326.62 3,240,512.1343,554,814.49
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General LedgerFinancial And Operating Report Electric Distribution
Page: 212:47:09 pm04/13/2018
Revision: 89113HEBER LIGHT & POWER
This YearLast Year Variance
BALANCE SHEET FOR MAR 2018
LIABILITIES AND OTHER CREDITS 30. Memberships 0.00 0.000.00 31. Patronage Capital 8,826,131.37 -225,000.009,051,131.37 32. Operating Margins - Prior Years 21,387,561.76 3,509,807.6317,877,754.13 33. Operating Margins - Current Year 619,869.37 -277,708.74897,578.11 34. Non-Operating Margins 0.00 0.000.00 35. Other Margins and Equities 0.00 0.000.00 36. Total Margins & Equities (30 thru 35) 30,833,562.50 3,007,098.8927,826,463.61 37. Long-Term Debt - RUS (Net) 7,432,685.37 -717,082.338,149,767.70 38. Long-Term Debt - FFB - RUS Guaranteed 0.00 0.000.00 39. Long-Term Debt - Other - RUS Guaranteed 0.00 0.000.00 40. Long-Term Debt - Other (Net) 1,190,081.00 27,271.001,162,810.00 41. Long-Term Debt - RUS Econ. Devel. (Net) 0.00 0.000.00 42. Payments - Unapplied 0.00 0.000.00 43. Total Long-Term Debt (37 thru 41 - 42) 8,622,766.37 -689,811.339,312,577.70 44. Obligations Under Capital Leases - Noncurrent 1,663,394.77 -115,426.421,778,821.19 45. Accumulated Operating Provisions 0.00 0.000.00 46. Total Other Noncurrent Liabilities (44 + 45) 1,663,394.77 -115,426.421,778,821.19 47. Notes Payable 0.00 0.000.00 48. Accounts Payable 1,183,863.71 662,653.89521,209.82 49. Consumers Deposits 0.00 -8,270.008,270.00 50. Current Maturities Long-Term Debt 0.00 0.000.00 51. Current Maturities Long-Term Debt - Econ. Devel. 0.00 0.000.00 52. Current Maturities Capital Leases 0.00 0.000.00 53. Other Current and Accrued Liabilities 2,025,113.27 585,238.101,439,875.17 54. Total Current & Accrued Liabilities (47 thru 53) 3,208,976.98 1,239,621.991,969,354.99 55. Regulatory Liabilities 2,466,626.00 -200,971.002,667,597.00 56. Other Deferred Credits 0.00 0.000.00 57. Total Liab. & Other Credits (36+43+46+54 thru 56) 46,795,326.62 3,240,512.1343,554,814.49
3.706.04Current Assets To Current Liabilities to 1 to 163.89 65.89 % %Margins and Equities To Total Assets
13.7915.96 %Long-Term Debt To Total Utility Plant %
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Revision: 87794
General LedgerFinancial And Operating Report Electric Distribution
Page: 112:47:09 pm04/13/2018
HEBER LIGHT & POWER
Item Last Year This Year
----------------------------------Year - To - Date -------------------------------
Budget Current------------- Period - To - Date -----------------
Budget
INCOME STATEMENT FOR MAR 2018
4,542,366.33 4,500,890.54 4,834,861.93 1,402,116.08 1,386,318.90 1. Operating Revenue and Patronage Capital299,067.93 263,178.55 223,621.11 79,405.93 56,062.03 2. Power Production Expense
1,719,679.41 2,192,699.73 1,968,134.13 642,919.70 632,267.61 3. Cost of Purchased Power0.00 0.00 0.00 0.00 0.00 4. Transmission Expense0.00 0.00 0.00 0.00 0.00 5. Regional Market Expense
4,779.84 86,645.68 116,706.36 31,717.31 38,902.12 6. Distribution Expense - Operation536,782.88 560,868.07 362,099.49 164,355.70 120,699.83 7. Distribution Expense - Maintenance
0.00 4,604.11 0.00 0.00 0.00 8. Customer Accounts Expense1,655.48 4,267.61 7,800.00 3,886.80 2,600.00 9. Customer Service and Informational Expense
0.00 0.00 0.00 0.00 0.0010. Sales Expense1,101,864.13 968,218.32 1,012,283.76 351,229.69 337,427.9211. Administrative and General Expense3,663,829.67 4,080,482.07 3,690,644.85 1,273,515.13 1,187,959.5112. Total Operation & Maintenance Expense (2 thru 11)
410,790.08 500,892.01 525,000.00 169,401.85 175,000.0013. Depreciation & Amortization Expense0.00 0.00 0.00 0.00 0.0014. Tax Expense - Property & Gross Receipts0.00 0.00 0.00 0.00 0.0015. Tax Expense - Other
23,288.16 22,477.95 0.00 22,171.74 0.0016. Interest on Long-Term Debt0.00 0.00 0.00 0.00 0.0017. Interest Charged to Construction - Credit0.00 0.00 0.00 0.00 0.0018. Interest Expense - Other0.00 0.00 0.00 0.00 0.0019. Other Deductions
4,097,907.91 4,603,852.03 4,215,644.85 1,465,088.72 1,362,959.5120. Total Cost of Electric Service (12 thru 19)
444,458.42 -102,961.49 619,217.08 -62,972.64 23,359.3921. Patronage Capital & Operating Margins (1 minus 20)6,229.09 13,631.70 6,249.99 5,100.48 2,083.3322. Non Operating Margins - Interest
0.00 0.00 0.00 0.00 0.0023. Allowance for Funds Used During Construction0.00 0.00 0.00 0.00 0.0024. Income (Loss) from Equity Investments
446,890.60 709,199.16 392,499.99 319,413.36 130,833.3325. Non Operating Margins - Other0.00 0.00 0.00 0.00 0.0026. Generation and Transmission Capital Credits0.00 0.00 0.00 0.00 0.0027. Other Capital Credits and Patronage Dividends0.00 0.00 0.00 0.00 0.0028. Extraordinary Items
897,578.11 619,869.37 1,017,967.06 261,541.20 156,276.0529. Patronage Capital or Margins (21 thru 28)
897,578.11 619,869.37 1,017,967.06 261,541.20 156,276.05Operating - Margin0.00 0.00 0.00 0.00 0.00Non Operating - Margin
20.09 -3.58Times Interest Earned Ratio - Operating39.54 28.58Times Interest Earned Ratio - Net39.54 28.58Times Interest Earned Ratio - Modified
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General LedgerDirectors Report 2 - Detail
Page: 104/13/2018 12:48:55 pm
HEBER LIGHT & POWER Revision: 77843
MAR 2018
Account Budget PTD Current PTDBudget YTD Current YTDDescriptionDiv
OTHER INCOME414.0 387.0726,833.3318,576.2780,499.990POLE ATTACHMENT FEE INCOME414.1 00000CONNECTION FEE INCOME414.2 2,540.004,250.008,160.0012,750.000PENALTY INCOME414.3 4,193.595,833.3312,228.8317,499.990ELECTRIC - RESIDENTIAL INCOME440.0 781,476.89792,248.772,568,338.812,838,339.510UNBILLED REVENUE440.99 00000ELECTRIC - GENERAL SERVICES INCOME442.0 535,574.58475,845.211,666,111.981,648,952.110JORDANELLE POWER SALES445.0 73,338.2770,490.31212,559.80204,366.480JORDANELLE O & M445.1 4,505.6810,737.9514,525.8132,213.850WRITE OFFS COLLECTED451.0 0089.0400METER READING CHARGE451.1 100.0080.00300.00240.000
Line 1. Operating Revenue and Patronage Capital 4,834,861.93 1,402,116.081,386,318.904,500,890.54HYDRO MAINTENANCE542.0 692.728,672.758,606.6126,018.250GAS GENERATION - FUEL COSTS547.0 41,855.4031,290.87178,266.43149,307.630GENERATION EXPENSE548.0 36,857.8116,098.4176,305.5148,295.230GENERATION EXPENSE - GENERATOR548.1 00000
Line 2. Power Production Expense 223,621.11 79,405.9356,062.03263,178.55POWER PURCHASES555.0 540,705.83504,139.481,891,278.771,590,854.190JORDANELLE PARTNER ENERGY555.1 73,338.0070,490.31212,559.50204,366.480ENERGY REBATES555.2 4,378.7616,666.6614,379.5849,999.980SYSTEM CONTROL AND LOAD DISPATCHI556.0 24,497.1140,971.1674,481.88122,913.480
Line 3. Cost of Purchased Power 1,968,134.13 642,919.70632,267.612,192,699.73Line 4. Transmission Expense 0 000Line 5. Regional Market Expense 0 000
OPERATION EXPENSE401.0 20,331.0517,438.0060,732.7452,314.000MATERIALS - OPERATIONS402.0 141.0812,500.001,880.0137,500.000SAFETY MATERIALS402.1 5,460.116,916.6615,289.0520,749.980MATERIALS - TOOL EXPENSE402.2 5,785.071,266.638,693.883,799.890METER EXPENSES586.0 0780.8350.002,342.490
Line 6. Distribution Expense - Operation 116,706.36 31,717.3138,902.1286,645.68MAINTENANCE OF STRUCTURES591.0 108,484.4985,668.50435,250.16257,005.500MAINTENANCE OF STATION EQUIPMENT592.0 43,436.0825,480.0896,678.8276,440.240METERING MAINTENANCE597.0 12,435.139,551.2528,939.0928,653.750
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General LedgerDirectors Report 2 - Detail
Page: 204/13/2018 12:48:55 pm
HEBER LIGHT & POWER Revision: 77843
MAR 2018
Account Budget PTD Current PTDBudget YTD Current YTDDescriptionDiv
Line 7. Distribution Expense - Maintenance 362,099.49 164,355.70120,699.83560,868.07BAD DEBTS904.0 004,604.1100
Line 8. Customer Accounts Expense 0 004,604.11COMMUNITY RELATIONS426.4 3,886.802,600.004,267.617,800.000
Line 9. Customer Service and Informational Expense 7,800.00 3,886.802,600.004,267.61Line 10. Sales Expense 0 000
BUILDING EXPENSES401.1 3,641.292,520.0010,900.007,560.000TRAINING & TRAVEL401.2 6,062.0315,666.3821,473.3446,999.140SALARIES ADMINISTRATIVE920.0 100,380.1879,321.16233,665.07237,963.480PAYROLL ALLOCATION (SICK, COMP, CAL920.99 00000BUSINESS OFFICE SUPPLIES921.0 694.63841.661,551.122,524.980OPERATIONS OFFICE SUPPLIES921.1 0775.001,307.042,325.000LEGAL OFFICE SUPPLIES921.2 1,321.04113.334,023.12339.990POSTAGE/SHIPPING921.3 151.95291.001,276.32873.000BANK & CREDIT CARD FEES921.4 7,690.336,500.0024,820.1619,500.000BILLING STATEMENT EXPENSES921.5 6,873.087,333.0020,289.5921,999.000OUTSIDE SERVICES923.0 32,266.6421,666.6674,445.9964,999.980EMPLOYEE PENSION & BENEFITS926.0 85,269.9881,795.00222,287.63245,385.000POST EMPLOYMENT BENEFITS926.1 03,787.507,915.3011,362.500FICA - MEDICARE/SOC SECURITY926.2 00000RETIREMENT926.3 49,318.7656,666.66183,624.18169,999.980ACTUARIAL CALCULATED PENSION EXPE926.4 00000MISCELLANEOUS930.2 4,304.952,750.0010,495.378,250.000MAINTENANCE OF GENERAL PLANT935.0 1,930.613,158.332,907.789,474.990COMMUNICATIONS935.1 870.515,019.089,201.6615,057.240TRUCKS935.2 34,857.7121,041.6689,416.8963,124.980IT MAINT/SUPPORT935.3 15,596.0028,181.5048,617.7684,544.500GENERAL PLANT EXPENSE935.4 00000
Line 11. Administrative and General Expense 1,012,283.76 351,229.69337,427.92968,218.32Line 12. Total Operation & Maintenance Expense (2 thru 11) 3,690,644.85 1,273,515.131,187,959.514,080,482.07
DEPRECIATION403.0 169,401.85175,000.00500,892.01525,000.000Line 13. Depreciation & Amortization Expense 525,000.00 169,401.85175,000.00500,892.01Line 14. Tax Expense - Property & Gross Receipts 0 000
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General LedgerDirectors Report 2 - Detail
Page: 304/13/2018 12:48:55 pm
HEBER LIGHT & POWER Revision: 77843
MAR 2018
Account Budget PTD Current PTDBudget YTD Current YTDDescriptionDiv
Line 15. Tax Expense - Other 0 000INTEREST EXPENSE427.0 22,171.74022,477.9500
Line 16. Interest on Long-Term Debt 0 22,171.74022,477.95Line 17. Interest Charged to Construction - Credit 0 000Line 18. Interest Expense - Other 0 000Line 19. Other Deductions 0 000Line 20. Total Cost of Electric Service (12 thru 19) 4,215,644.85 1,465,088.721,362,959.514,603,852.03Line 21. Patronage Capital & Operating Margins (1 minus 20) 619,217.08 -62,972.6423,359.39-102,961.49
INTEREST INCOME419.0 5,100.482,083.3313,631.706,249.990Line 22. Non Operating Margins - Interest 6,249.99 5,100.482,083.3313,631.70Line 23. Allowance for Funds Used During Construction 0 000Line 24. Income (Loss) from Equity Investments 0 000
CONSTRUCTION INCOME415.0 193,898.1570,833.33408,611.19212,499.990IMPACT FEE REVENUE421.0 125,515.2160,000.00334,978.34180,000.000GAIN ON SALE OF ASSET421.1 00-34,390.3700
Line 25. Non Operating Margins - Other 392,499.99 319,413.36130,833.33709,199.16Line 26. Generation and Transmission Capital Credits 0 000Line 27. Other Capital Credits and Patronage Dividends 0 000Line 28. Extraordinary Items 0 000Line 29. Patronage Capital or Margins (21 thru 28) 1,017,967.06 261,541.20156,276.05619,869.37 Operating - Margin 1,017,967.06 261,541.20156,276.05619,869.37 Non Operating - Margin 0 000 Times Interest Earned Ratio - Operating -3.58 Times Interest Earned Ratio - Net 28.58 Times Interest Earned Ratio - Modified 28.58
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Accounts PayableCheck Register
HEBER LIGHT & POWER
03/01/2018 To 03/31/2018Bank Account: 1 - ZIONS BANK GENERAL FUND
Check /Tran Date
PmtType Vendor NameVendor General Ledger
Invoice GL Reference Div Account Dept Actv Distr Amount AmountBU ProjectWIRE563 03/01/2018 1322 HEALTH EQUITY 769.23
03/18 0 243.0 0 0 769.23HSA EMPLOYEE CONTR PR 3/1
WIRE564 03/01/2018 558 IRS-PAYROLL W/H 34,053.2603/18 0 241.1 0 0 13,296.36FEDERAL WH
0 926.2 1 0 3,934.34MEDICARE0 926.2 1 0 16,822.56SOCIAL SECURITY
Total for Check/Tran - 564: 34,053.26
WIRE565 03/01/2018 1486 PLIC - SBD GRAND ISLAND 2,724.1103/18 0 926.0 1 0 2,724.11LIFE INSURANCE PREMIUM
WIRE567 03/14/2018 1175 ZIONS BANK - WRICREDIT CARD 1,500.4003/18 0 402.0 2 0 140.83ALL-WEATHER LABELS
0 426.4 1 0 1,197.80CENTENNIAL ANNIVERSARY BOOKS0 426.4 1 0 15.00CHAMBER LUNCH0 935.0 1 0 114.95OFFICE LIGHTS0 935.3 6 0 31.82CHARGER
Total for Check/Tran - 567: 1,500.40
WIRE568 03/14/2018 1482 ZIONS BANK - SCHICREDITCARD 355.0003/18 0 401.0 1 0 150.00JOB ADVERTISEMENT
0 401.0 1 0 50.00SHRM MEMBERSHIP RENEWAL0 401.2 1 0 125.00CONFERENCE REGISTRATION0 921.2 1 0 30.00MONTHLY SEARCH FEE
Total for Check/Tran - 568: 355.00
WIRE569 03/14/2018 1344 ZIONS BANK - MILLCREDIT CARD 1,016.6303/18 0 402.2 2 0 1,004.63NEUTRAL DETECTION TOOL
0 426.4 1 0 12.00HV TOURISM LUNCHTotal for Check/Tran - 569: 1,016.63
WIRE570 03/14/2018 1170 ZIONS BANK - MIFFCREDIT CARD 522.0303/18 0 401.0 1 0 447.08EMPLOYEE BDAY GIFT CARDS
0 935.3 6 0 74.95SIMPLE HELIXTotal for Check/Tran - 570: 522.03
WIRE571 03/20/2018 1065 UTAH STATE RETIREMENT 33,532.72
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HEBER LIGHT & POWER
03/01/2018 To 03/31/2018Bank Account: 1 - ZIONS BANK GENERAL FUND
Check /Tran Date
PmtType Vendor NameVendor General Ledger
Invoice GL Reference Div Account Dept Actv Distr Amount AmountBU Project03/18B 0 242.4 0 0 8,517.34EMPLOYEE CONTR
0 926.3 1 0 24,761.17EMPLOYER CONTR0 930.2 1 0 254.21EMPLOYEE LOAN REPAY
Total for Check/Tran - 571: 33,532.72
WIRE572 03/20/2018 965 STATE TAX COMMISSION-W/H 12,330.1003/18 0 241.2 0 0 12,330.10EMPLOYEE TAX WH
WIRE573 03/20/2018 558 IRS-PAYROLL W/H 33,787.1103/18B 0 241.1 0 0 13,259.83FEDERAL WH
0 926.2 1 0 3,890.78MEDICARE0 926.2 1 0 16,636.50SOCIAL SECURITY
Total for Check/Tran - 573: 33,787.11
WIRE574 03/20/2018 1322 HEALTH EQUITY 769.2303/18B 0 243.0 0 0 769.23EMPLOYEE CONTR HEALTH SAVINGS
WIRE575 03/20/2018 121 AFLAC 1,468.7003/18A 0 930.2 1 0 1,468.70EMPLOYEE CONTR
WIRE577 03/14/2018 1171 ZIONS BANK - NORCREDIT CARD 1,849.8803/18 0 401.2 1 0 1,849.88TRAVEL EXP APPA CONF-NOR & MOTLEY
WIRE578 03/01/2018 964 STATE TAX COMMISSION-SALES 51,973.6703/18 0 241.0 0 0 51,973.67FEB SALES TAX REIMB
WIRE579 03/14/2018 96 ZIONS BANK - BRANDT 329.3303/18 0 402.2 2 0 329.33NEW TRUCK TOOL STOCK
WIRE580 03/14/2018 1172 ZIONS BANK - PARCREDITCARD 939.5903/18 0 402.2 3 0 150.00FFA DRONE AIRMAN TEST
0 402.2 3 0 199.99FFA DRONE REG0 402.2 8 0 564.16LED Light Tower Workstand0 592.0 3 0 25.44RINGS
Total for Check/Tran - 580: 939.59
WIRE581 03/29/2018 1065 UTAH STATE RETIREMENT 33,329.3903/18C 0 242.4 0 0 8,517.59EMPLOYEE CONTR
0 926.3 1 0 24,557.59EMPLOYER CONTR/pro/rpttemplate/acct/2.41.1/ap/AP_CHK_REGISTER.xml.rpt47001
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HEBER LIGHT & POWER
03/01/2018 To 03/31/2018Bank Account: 1 - ZIONS BANK GENERAL FUND
Check /Tran Date
PmtType Vendor NameVendor General Ledger
Invoice GL Reference Div Account Dept Actv Distr Amount AmountBU Project0 930.2 1 0 254.21EMPLOYEE LOAN REPAYMT
Total for Check/Tran - 581: 33,329.39
WIRE582 03/29/2018 1486 PLIC - SBD GRAND ISLAND 2,637.4803/18A 0 926.0 1 0 2,637.48LIFE POLICY
WIRE583 03/29/2018 558 IRS-PAYROLL W/H 33,559.0903/18C 0 241.1 0 0 13,207.67FEDERAL W/H
0 926.2 1 0 3,857.46MEDICARE0 926.2 1 0 16,493.96SOCIAL SECURITY
Total for Check/Tran - 583: 33,559.09
WIRE584 03/29/2018 1322 HEALTH EQUITY 789.2303/18D 0 243.0 0 0 789.23EMPLOYEE CONTR HSA PR 3/29/18
WIRE585 03/30/2018 1322 HEALTH EQUITY 8,625.0003/18C 0 926.0 1 0 8,625.002nd QUARTER EMPLOYER CONTR
WIRE587 03/14/2018 1174 ZIONS BANK - WILCREDIT CARD 741.6103/18 0 401.2 2 0 80.36CASA BLANCA-IPSA
0 426.4 1 0 257.50SPONSORSHIP-Wasatch Rodeo Team0 935.3 6 0 403.75AUTOCAD ANNUAL RENEWAL SUP
Total for Check/Tran - 587: 741.61
CHK56912 03/02/2018 2 MATT MCEWAN 34.7620180228105945529 0 142.99 0 0 34.76INACTIVE REFUND
CHK56913 03/02/2018 11 ARAMARK 61.38452135172 0 402.1 4 0 30.69COVERALLS452137295 0 402.1 4 0 30.69COVERALLS
Total for Check/Tran - 56913: 61.38
CHK56914 03/02/2018 63 POINT S HEBER CITY 88.84116328 0 935.2 4 0 88.84VEH 216 OIL CHANGE
CHK56915 03/02/2018 80 TESCO AN ADVENT CO. 1,584.0046852 0 394.0 0 0 1,200.00Meter Testing Rack
0 394.0 0 0 384.00Shipping
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HEBER LIGHT & POWER
03/01/2018 To 03/31/2018Bank Account: 1 - ZIONS BANK GENERAL FUND
Check /Tran Date
PmtType Vendor NameVendor General Ledger
Invoice GL Reference Div Account Dept Actv Distr Amount AmountBU ProjectTotal for Check/Tran - 56915: 1,584.00
CHK56916 03/02/2018 172 MONSEN ENGINEERING INC 51.44577662 0 394.0 0 0 51.44SECO SINGLE PRISM BAG 3 EA 34.95 EA 104.
CHK56917 03/02/2018 194 POWER EQUIPMENT RENTAL 162.95053191 0 548.0 4 0 162.95LIFT RENTAL
CHK56918 03/02/2018 256 CDW-G 163.21LRW6315 0 935.3 6 0 106.67SURFACE PRO COVERLSJ3534 0 935.3 6 0 56.54HDMI CABLE;HD ADAPTER
Total for Check/Tran - 56918: 163.21
CHK56919 03/02/2018 261 CENTURYLINK 152.0502/18 0 935.1 6 0 109.35435.657.3093 502B143651814 0 935.1 6 0 42.7083215989 435.654.1581
Total for Check/Tran - 56919: 152.05
CHK56920 03/02/2018 267 CHARLESTON TOWN 2,570.8602/18 0 241.5 0 0 2,570.86FEB ENERGY TAX REIMB
CHK56921 03/02/2018 268 BRENDA KOZLOWSKI 475.3202/18 0 920.0 1 0 475.32FEB STIPEND
CHK56922 03/02/2018 272 CELESTE JOHNSON 475.3202/18 0 920.0 1 0 475.32FEB BOARD STIPEND
CHK56923 03/02/2018 287 CODALE ELECTRIC SUPPLY, INC. 7,792.29S6267496.006 0 154.0 0 0 2,526.72S6267496.005 0 154.0 0 0 1,738.20S6242144.002 0 154.0 0 0 2,592.00S6267496.004 0 154.0 0 0 355.00S6166550.004 0 392.0 0 0 465.29Extendo stickS6273733.001 0 154.0 0 0 115.08
Total for Check/Tran - 56923: 7,792.29
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HEBER LIGHT & POWER
03/01/2018 To 03/31/2018Bank Account: 1 - ZIONS BANK GENERAL FUND
Check /Tran Date
PmtType Vendor NameVendor General Ledger
Invoice GL Reference Div Account Dept Actv Distr Amount AmountBU ProjectCHK56924 03/02/2018 323 DANIEL TOWN 1,393.95
02/18 0 241.6 0 0 1,393.95FEB ENERGY TAX REIM
CHK56925 03/02/2018 337 DELL MARKETING LP 97.2510193760495 0 935.3 6 0 97.25MOUSE;KEYBOARD
CHK56926 03/02/2018 353 DISH NETWORK 142.4102/18 0 401.0 4 0 142.41ACCT 8255 7070 8097 5803
CHK56927 03/02/2018 386 ELECTRICAL WHOLESALE SUPPLY 5,093.27914761913 0 107.0 0 0 582.3570W/D10 enclosed strip914759663 0 107.0 0 0 259.89Undercab light914759665 0 107.0 0 0 494.1270W/D10 LED enclosed strip
0 107.0 0 0 1,694.12LED highbay0 107.0 0 0 1,141.20SLIM37PC wall pack0 107.0 0 0 741.18Shark 100W/D10 light strip
914720022 0 935.3 6 0 -11.105' BASE W/CVR914717553 0 935.3 6 0 29.19DEDRICKSON-WLPLTS;COMJ914733815 0 402.2 3 0 13.20FRYER-GLOVES914741398 0 935.3 6 0 63.59GRAHAM-HDMI CABLES-BUSINESS OFFICE914759822 0 107.0 0 0 50.77GRAHAM-DRILL TAP KIT;CAT 5;SCRWS914780540 0 542.0 4 0 34.76BRERETON-WASHERS;ACV DETECTOR-LAKE CRE
Total for Check/Tran - 56927: 5,093.27
CHK56928 03/02/2018 406 FASTENAL COMPANY 1,277.40UTHEB60250 0 402.0 1 0 9.99DEDRICKSON-GLOVESUTHEB60341 0 592.0 3 0 21.89GRAHAM-JOBBERSUTHEB60415 0 402.2 3 0 147.74BRERETON-DRILL SET;BITSUTHEB60418 0 402.2 1 0 55.37CONGINO-FLSHLGTUTHEB60400 0 107.0 0 0 235.84Misc Tool/Material Issuance
0 402.0 1 0 200.44VENDING MACHINE STOCK0 542.0 4 0 18.81Misc Tool/Material Issuance0 556.0 5 0 78.46Misc Tool/Material Issuance0 591.0 2 0 282.26Misc Tool/Material Issuance
UTHEB60239 0 402.0 1 0 226.60VENDING MACHINE STOCK
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HEBER LIGHT & POWER
03/01/2018 To 03/31/2018Bank Account: 1 - ZIONS BANK GENERAL FUND
Check /Tran Date
PmtType Vendor NameVendor General Ledger
Invoice GL Reference Div Account Dept Actv Distr Amount AmountBU ProjectTotal for Check/Tran - 56928: 1,277.40
CHK56929 03/02/2018 428 FREEDOM MAILING 3,242.6033052 0 921.5 1 0 3,242.60CYCLE 1 BILLING/MAILING
CHK56930 03/02/2018 480 HEBER CITY CORPORATION 1,558.5602/18 0 920.0 1 0 1,558.56FEB BOARD STIPENDS
CHK56931 03/02/2018 503 HICKEN OXYGEN @ PLAZA 75.501745 0 592.0 3 0 6.00NITROGEN INV R013118-31
0 592.0 3 0 51.50NITROGEN LARGE K INV 17450 592.0 3 0 18.00NITROUS INVR013118-32
Total for Check/Tran - 56931: 75.50
CHK56932 03/02/2018 775 OLYMPUS INSURANCE AGENCY 208,084.0014507 0 165.0 0 0 208,084.002018-2019 Insurance Premium
CHK56933 03/02/2018 793 JACOB PARCELL 2,607.4002/18 0 401.2 2 0 1,303.70CARLSON
0 401.2 3 0 1,303.70PARCELLTotal for Check/Tran - 56933: 2,607.40
CHK56934 03/02/2018 844 PUBLIC EMPLOYEES HEALTH PROG 46,512.180122341603/4 0 926.0 1 0 42,554.53MEDICAL DENTAL VISION
0 926.1 1 0 3,957.65MEDICAL DENTAL VISIONTotal for Check/Tran - 56934: 46,512.18
CHK56935 03/02/2018 908 SECURITY INSTALL SOLUTIONS 190.0011359 0 935.3 6 0 190.00BRIVO HOSTING
CHK56936 03/02/2018 910 SENSUS USA INC 2,000.00ZZ18001457 0 935.3 6 0 2,000.00Sensus MDM Intigration
CHK56937 03/02/2018 958 STANDARD PLUMBING SUPPLY CO 81.71HBR971 0 592.0 3 0 29.54GRAHAM - PLUGS;ADAPTSHBRD33 0 592.0 3 0 14.74GRAHAM-SEWER CAP;SLIP CAP;COUPLERHBRJ29 0 592.0 3 0 37.43GRAHAM-SLIP CAP;SEWER CAP;BLADE SET
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HEBER LIGHT & POWER
03/01/2018 To 03/31/2018Bank Account: 1 - ZIONS BANK GENERAL FUND
Check /Tran Date
PmtType Vendor NameVendor General Ledger
Invoice GL Reference Div Account Dept Actv Distr Amount AmountBU ProjectTotal for Check/Tran - 56937: 81.71
CHK56938 03/02/2018 961 STAPLES CREDIT PLAN 66.352008044281 0 921.1 1 0 66.352018 PLANNERS (5)
CHK56939 03/02/2018 1014 TIMBERLINE GENERAL STORE 2.95116276 0 935.0 1 0 2.95GRADE STAKES - TRAINING ROOM
CHK56940 03/02/2018 1044 UNUM 202.5002/18 0 926.0 1 0 202.500906877-001 2 LTC
CHK56941 03/02/2018 1095 WASATCH COUNTY 475.3202/18 0 920.0 1 0 475.32FEB BOARD STIPEND
CHK56942 03/02/2018 1131 WHEELER MACHINERY CO. 752.77PS000618153 0 548.0 4 0 712.08SEAL;BOLT;WASHERS;NUT;BELLOWSPS000619077 0 548.0 4 0 40.69SEALS - UNIT 8
Total for Check/Tran - 56942: 752.77
CHK56943 03/02/2018 1256 PURE WATER SOLUTIONS 359.7034168542-0318 0 401.1 1 0 359.70OPERATIONS WATER TREATMENT
CHK56944 03/02/2018 1467 NISC 6,154.24389268 0 935.3 6 0 6,154.24FEB RECURRING
CHK56945 03/06/2018 206 BLUE STAKES OF UTAH 811 269.70UT201800896 0 591.0 2 0 269.70FEB LINE LOCATES
CHK56946 03/06/2018 287 CODALE ELECTRIC SUPPLY, INC. 19,108.15S6255934.001 0 402.2 2 0 65.362 SHOVELSS6282593.002 0 154.0 0 0 1,414.80S6255984.003 0 154.0 0 0 1,448.52S6267496.008 0 154.0 0 0 670.50S6282593.001 0 154.0 0 0 15,219.97S6282593.003 0 154.0 0 0 289.00
Total for Check/Tran - 56946: 19,108.15
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HEBER LIGHT & POWER
03/01/2018 To 03/31/2018Bank Account: 1 - ZIONS BANK GENERAL FUND
Check /Tran Date
PmtType Vendor NameVendor General Ledger
Invoice GL Reference Div Account Dept Actv Distr Amount AmountBU ProjectCHK56947 03/06/2018 320 CUWCD 99,125.00
10477 0 555.0 0 0 99,125.00FEB JORDANELLE
CHK56948 03/06/2018 386 ELECTRICAL WHOLESALE SUPPLY 147.34914716680 0 591.0 2 0 52.85CLUFF-OSRA914717014 0 402.2 2 0 43.07HENNING-PLIERS;SCRWDRVR914735146 0 591.0 2 0 51.42BOND-OSRA
Total for Check/Tran - 56948: 147.34
CHK56949 03/06/2018 406 FASTENAL COMPANY 522.02UTHEB60446 0 402.0 2 0 522.02VENDING MACHINE STOCK
CHK56950 03/06/2018 562 STAKER PARSON COMPANIES 28.294550812 0 591.0 2 0 28.29SCREEN SAND
CHK56951 03/06/2018 637 LATIMER DO IT BEST HARDWARE 368.41B210640 0 592.0 3 0 24.50GRAHAM - OIL SAMPLEB210648 0 542.0 8 0 3.30FRYER-PLUMBING SUPB210746 0 935.0 1 0 50.76PAINT SUPPB211027 0 935.0 1 0 80.35GRAHAM-DRYWALL MATLSB211134 0 542.0 8 0 44.95BRERETON-HEATER;PLUGSC120721 0 592.0 3 0 43.96FRYER-CASTERSB211556 0 592.0 3 0 83.80GRAHAM-SHOP SUPPLIES;BROOM;TUBING;PAILB201046 0 548.0 4 0 5.10TUFT-SPLIT LOOMC120310 0 402.1 4 0 19.99Safety Glasses
0 548.0 4 0 11.70Pigtail Wire HarnessTotal for Check/Tran - 56951: 368.41
CHK56952 03/06/2018 897 SALT LAKE COMMUNITY COLLEGE 782.00SCE18-143 0 401.2 2 0 782.00HENNING-TUITION 2A LINEMAN
CHK56953 03/06/2018 910 SENSUS USA INC 50.00ZZ18001520 0 586.0 7 0 50.00PALLET CHARGE
CHK56954 03/06/2018 960 BRIAN STANLEY 845.64
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HEBER LIGHT & POWER
03/01/2018 To 03/31/2018Bank Account: 1 - ZIONS BANK GENERAL FUND
Check /Tran Date
PmtType Vendor NameVendor General Ledger
Invoice GL Reference Div Account Dept Actv Distr Amount AmountBU Project03/18 0 401.2 7 0 845.64REIMB TRAVEL EXP STEP TEST MESQUITE
CHK56955 03/06/2018 1014 TIMBERLINE GENERAL STORE 44.97116272 0 591.0 2 0 44.97CARLSON-LIQ NAILS;ROPE;SAXON
CHK56956 03/06/2018 1428 CURB IT RECYCLING & WASTE 72.0041734 0 401.1 1 0 72.00RECYCLING PICKUP
CHK56957 03/07/2018 57 WASATCH ARBORISTS INC 2,960.002018424 0 591.0 2 0 2,960.00FEB LINE CLEARING
CHK56958 03/07/2018 68 NORTHWEST PUBLIC POWER ASSOC 1,190.0036542 0 401.2 2 0 1,190.00ENG & OP CONF REGISTRATION
CHK56959 03/07/2018 105 A T & T 57.3202/18C 0 935.1 3 0 57.32051 267 8562 001 435.657.3093
CHK56960 03/07/2018 133 ALL WEST COMMUNICATIONS 1,045.0902/18A 0 935.1 6 0 1,045.09INTERNET/PHONE SERVICE ACCT 1530600
CHK56961 03/07/2018 167 SMITH HARTVIGSEN,PLLC 13,287.7036801 0 923.0 1 0 13,287.70FEB LEGAL SERVICES
CHK56962 03/07/2018 256 CDW-G 181.92LVC6077 0 935.3 6 0 181.92TONER
CHK56963 03/07/2018 273 SQUIRE 6,000.00100604` 0 923.0 1 0 6,000.002017 AUDIT PROGRESS BILLING
CHK56964 03/07/2018 287 CODALE ELECTRIC SUPPLY, INC. 9,210.00S6143198.002 0 591.0 2 0 9,210.003Q 300 KVA PAD MOUNT
CHK56965 03/07/2018 480 HEBER CITY CORPORATION 170.8402/18C 0 401.1 1 0 25.05ACCT 10.23970.1
0 401.1 1 0 47.23ACCT 10.24620.10 401.1 1 0 28.29ACCT 10.24630.10 401.1 1 0 25.77ACCT 10.42625.10 401.1 1 0 44.50ACCT 9.22740.1
Total for Check/Tran - 56965: 170.84/pro/rpttemplate/acct/2.41.1/ap/AP_CHK_REGISTER.xml.rpt47001
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HEBER LIGHT & POWER
03/01/2018 To 03/31/2018Bank Account: 1 - ZIONS BANK GENERAL FUND
Check /Tran Date
PmtType Vendor NameVendor General Ledger
Invoice GL Reference Div Account Dept Actv Distr Amount AmountBU Project
CHK56966 03/07/2018 623 LABRUM CHEVROLET 52.47112222 0 935.2 1 0 52.47Silverado Service
CHK56967 03/07/2018 768 CANON SOLUTIONS AMERICA 71.484025212352 0 935.3 6 0 24.56COPIER MAINT ACCT 17953734025214335 0 935.3 6 0 46.92COPIER MAINTENANCE
Total for Check/Tran - 56967: 71.48
CHK56968 03/07/2018 833 BUILDERS FIRSTSOURCE 10.701268613 0 935.0 1 0 10.70WALLBOARD-CONF ROOM
CHK56969 03/07/2018 892 SAFETY-KLEEN 136.77R002476222 0 548.0 4 0 136.77PARTS WASHER
CHK56970 03/07/2018 922 SHRED-IT USA 118.278124179097 0 921.0 1 0 54.16BUSINESS OFFICE SHREDDING8124182702 0 921.1 1 0 64.11OPERATIONS SHREDDING SERVICE
Total for Check/Tran - 56970: 118.27
CHK56971 03/07/2018 984 SUMMIT LINE CONSTRUCTION 90,928.132452 0 107.0 0 0 90,928.13HEBER-MIDWAY LINE SECTION
CHK56972 03/07/2018 1038 UAMPS 449,382.3802/18A 0 555.0 5 0 445,631.97JANUARY ENERGY
0 555.2 1 0 3,750.41JANUARY ENERGY REBATESTotal for Check/Tran - 56972: 449,382.38
CHK56973 03/07/2018 1047 US DEPT OF ENERGY 2,119.80JJPB1643B0218 0 555.0 5 0 2,119.80POWER PURCHASE
CHK56974 03/07/2018 1100 WASATCH COUNTY SOLID WASTE 336.0070117 0 401.1 1 0 336.00MONTHLY WASTE REMOVAL
CHK56975 03/07/2018 1256 PURE WATER SOLUTIONS 79.9534268136-0318 0 401.1 1 0 79.95BUSINESS OFFICE WATER PURIFICATION
CHK56976 03/07/2018 1389 SLATE ROCK SAFETY 3,306.19
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HEBER LIGHT & POWER
03/01/2018 To 03/31/2018Bank Account: 1 - ZIONS BANK GENERAL FUND
Check /Tran Date
PmtType Vendor NameVendor General Ledger
Invoice GL Reference Div Account Dept Actv Distr Amount AmountBU Project19633 0 402.1 2 0 1,583.05DISTRIBUTION
0 402.1 3 0 897.46SUB/TECH0 402.1 4 0 578.91GENERATION0 402.1 7 0 246.77METERING
Total for Check/Tran - 56976: 3,306.19
CHK56977 03/07/2018 1428 CURB IT RECYCLING & WASTE 72.0041769 0 401.1 1 0 72.00RECYCLING PICKUP
CHK56978 03/09/2018 11 ARAMARK 30.69452139406 0 402.1 4 0 30.69COVERALLS
CHK56979 03/09/2018 36 LANCE EXCAVATING, INC. 15.0002/18 0 591.0 2 0 15.00PALLET RECYCLING
CHK56980 03/09/2018 83 UTAH TRUCKING ASSOC 330.004871 0 930.2 1 0 330.00CARRIER ANNUAL MEMBERSHIP DUES
CHK56981 03/09/2018 93 AV CAPTURE ALL INC 2,388.001582 0 401.0 1 0 2,388.00LEGISLATIVE BASIC PLAN SUBSCRIPTION
CHK56982 03/09/2018 216 JAN-PRO CLEANING SYSTEMS 1,226.00293763 0 401.1 1 0 1,226.00MARCH BUILDING CUSTODIAL SERVICE
CHK56983 03/09/2018 287 CODALE ELECTRIC SUPPLY, INC. 6,722.05S6282593.008 0 154.0 0 0 1,286.10S6282593.006 0 154.0 0 0 632.00S6282593.007 0 154.0 0 0 1,039.75S6287320.001 0 154.0 0 0 2,529.00S6166550.005 0 392.0 0 0 421.96Rubber Line Hose
0 392.0 0 0 488.34Underground GroundsS6282593.005 0 154.0 0 0 61.00S6242144.003 0 154.0 0 0 263.90
Total for Check/Tran - 56983: 6,722.05
CHK56984 03/09/2018 386 ELECTRICAL WHOLESALE SUPPLY 716.39914815500 0 107.0 0 0 494.12Shark 8 70w/D10 LEd Light Strip
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Accounts PayableCheck Register
HEBER LIGHT & POWER
03/01/2018 To 03/31/2018Bank Account: 1 - ZIONS BANK GENERAL FUND
Check /Tran Date
PmtType Vendor NameVendor General Ledger
Invoice GL Reference Div Account Dept Actv Distr Amount AmountBU Project914814970 0 107.0 0 0 190.48Brisk 12PCU wall pack914822530 0 592.0 3 0 0.68BRERETON-WASHER914815411 0 107.0 0 0 19.94BRERETON-LAKE CREEK-WIRE914820953 0 107.0 0 0 11.17BRERETON-WIRE;BUSH - LAKE CREEK LTG
Total for Check/Tran - 56984: 716.39
CHK56985 03/09/2018 406 FASTENAL COMPANY 192.08UTHEB60572 0 107.0 0 0 192.08VENDING MACHINE TOOL ISSUANCE
CHK56986 03/09/2018 428 FREEDOM MAILING 3,433.5833134 0 921.5 1 0 3,433.58MAILING CYCLE II
CHK56987 03/09/2018 480 HEBER CITY CORPORATION 40,989.4203/18 0 241.3 0 0 40,989.42FEB ENERGY TAX REIMB
CHK56988 03/09/2018 484 HEBER LIGHT & POWER CO 10,000.0003/18 0 131.2 0 0 10,000.00CAPITAL RESERVE FUNDING MARCH
CHK56989 03/09/2018 619 KW ROBINSON CONST INC 5,817.50413 0 591.0 2 0 1,952.30TIMP INTERM SCHOOL BORING429 0 591.0 2 0 3,865.20AMSOURCE HWY 40 BORING
Total for Check/Tran - 56989: 5,817.50
CHK56990 03/09/2018 705 MIDWAY CITY OFFICES 18,157.9303/18 0 241.4 0 0 18,157.93FEB ENERGY TAX REIMB
CHK56991 03/09/2018 742 NATIONWIDE DRAFTING & OFFICE 195.6318-63733 0 921.0 1 0 195.63TONER;MOUSE PADS
CHK56992 03/09/2018 793 JACOB PARCELL 5,869.5502/18A 0 394.0 0 0 89.87DRONE STROBE
0 542.0 4 0 5,779.68LAKE CREEK BREAKER PTSTotal for Check/Tran - 56992: 5,869.55
CHK56993 03/09/2018 844 PUBLIC EMPLOYEES HEALTH PROG 943.0703/18 0 243.0 0 0 923.07FLEX SPENDING CONTRIBUTIONS PR 3/1
0 926.0 0 0 20.00MAR FLEX ADMIN FEES
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Accounts PayableCheck Register
HEBER LIGHT & POWER
03/01/2018 To 03/31/2018Bank Account: 1 - ZIONS BANK GENERAL FUND
Check /Tran Date
PmtType Vendor NameVendor General Ledger
Invoice GL Reference Div Account Dept Actv Distr Amount AmountBU ProjectTotal for Check/Tran - 56993: 943.07
CHK56994 03/09/2018 1014 TIMBERLINE GENERAL STORE 27.53116487 0 592.0 3 0 18.66GRAHAM-CPL;NIPPLE;JOINT116491 0 592.0 3 0 8.87GRAHAM-CAPS;PLUGS
Total for Check/Tran - 56994: 27.53
CHK56995 03/09/2018 1100 WASATCH COUNTY SOLID WASTE 260.0003/18 0 401.1 1 0 260.0093539;90083
CHK56996 03/09/2018 1164 ZIONS 1ST NATIONAL BANK-TRUST 59,534.7903/18 0 136.0 0 0 19,043.122010B March Escrow XFER
0 136.1 0 0 10,216.672010A March Escrow XFER0 136.2 0 0 30,275.002012 March Escrow XFER
Total for Check/Tran - 56996: 59,534.79
CHK56997 03/12/2018 2 BRENDA L JONES 50.4420180312141734883 0 142.99 0 0 50.44Credit Balance Refund
CHK56998 03/12/2018 276 CIMA ENERGY LP 36,732.750218-780837-346842 0 547.0 4 0 36,732.75FEB NATURAL GAS
CHK56999 03/12/2018 439 GASCARD, INC. 2,329.50NP52714954 0 935.2 4 0 2,329.50DIESEL/GAS BG219735
CHK57000 03/12/2018 759 TJ NORTH 217.9603/18 0 401.2 2 0 217.96REIM TRAVEL EXP - ESRI CONF
CHK57001 03/12/2018 845 DOMINION ENERGY 5,296.1302/18D 0 547.0 4 0 5,296.13NATURAL GAS CO GEN
CHK57002 03/12/2018 1007 UPS STORE 9.6331913 0 921.3 5 0 9.63BRANDT-DOE MAILING
CHK57003 03/12/2018 1014 TIMBERLINE GENERAL STORE 15.99116503 0 402.2 2 0 15.99MOTLEY-LOCKBACK KNIFE
CHK57004 03/12/2018 1047 US DEPT OF ENERGY 90,102.41
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Accounts PayableCheck Register
HEBER LIGHT & POWER
03/01/2018 To 03/31/2018Bank Account: 1 - ZIONS BANK GENERAL FUND
Check /Tran Date
PmtType Vendor NameVendor General Ledger
Invoice GL Reference Div Account Dept Actv Distr Amount AmountBU ProjectJJPB1643A0218 0 555.0 5 0 90,102.41FEB ENERGY
CHK57005 03/12/2018 1192 BISMARCK STATE COLLEGE 828.24133096 0 401.2 5 0 828.24DUKE-TUITION SPRING SEMESTER
CHK57006 03/14/2018 105 A T & T 41.9902/18D 0 935.1 6 0 41.99051 308 7539 001 435.654.3059
CHK57007 03/14/2018 256 CDW-G 120.62LWG4613 0 935.3 6 0 120.62PRINTER
CHK57008 03/14/2018 282 AUTOZONE 6.994065314539 0 935.2 4 0 6.99VEH 243
CHK57009 03/14/2018 386 ELECTRICAL WHOLESALE SUPPLY 509.11914796328 0 107.0 0 0 476.54LAKE CREEK LIGHTS914797330 0 402.2 8 0 32.57BRERETON-SCREWDRIVER
Total for Check/Tran - 57009: 509.11
CHK57010 03/14/2018 910 SENSUS USA INC 1,750.00ZZ18001849 0 935.3 6 0 1,750.00FEB FLEXNET SUPPORT
CHK57011 03/14/2018 1007 UPS STORE 61.8132034 0 921.3 3 0 15.98PARCELL-SHIPPING EXP32052 0 921.3 3 0 35.95PARCELL - PACKING MATERIALS32053 0 592.0 3 0 9.88GRAHAM-BINDING MATERIAL
Total for Check/Tran - 57011: 61.81
CHK57012 03/14/2018 1124 WEST PAYMENT CENTER 1,291.04837827188 0 921.2 1 0 1,291.04FEB WEST INFO CHARGES
CHK57013 03/14/2018 1131 WHEELER MACHINERY CO. 913.72PS000620755 0 548.0 4 0 913.72Bellows
CHK57014 03/14/2018 1467 NISC 19,427.13390816 0 107.0 0 0 9,000.00CONNECT SOFTWARE
0 107.0 0 0 10,000.00DOC VAULT SOFTWARE
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Accounts PayableCheck Register
HEBER LIGHT & POWER
03/01/2018 To 03/31/2018Bank Account: 1 - ZIONS BANK GENERAL FUND
Check /Tran Date
PmtType Vendor NameVendor General Ledger
Invoice GL Reference Div Account Dept Actv Distr Amount AmountBU Project0 921.0 1 0 76.00ENVELOPES-CHECK STOCK0 921.3 1 0 34.19POSTAGE - ENVELOPES/CHECK STOCK0 921.4 1 0 225.90ONLINE BANKING0 921.5 1 0 91.04STATEMENT FILE PRODUCTION
Total for Check/Tran - 57014: 19,427.13
CHK57015 03/15/2018 2 ALLISON WRIGHT 1,040.3620180315102220761 0 142.99 0 0 1,040.36Credit Balance Refund
CHK57016 03/15/2018 287 CODALE ELECTRIC SUPPLY, INC. 1,118.52S6245988.001 0 402.0 0 0 1,118.52Secondary box lid
CHK57017 03/21/2018 11 ARAMARK 30.99452141597 0 402.1 4 0 30.99COVERALLS
CHK57018 03/21/2018 26 TRAVIS JEPPERSON 246.7503/18 0 401.2 5 0 246.75REIMB BOOK EXP
CHK57019 03/21/2018 144 AMER ENVIRON TEST CO INC 10,500.001138 0 548.0 4 0 10,500.00UNITS 11 & 12 COMPLIANCE TESTING
CHK57020 03/21/2018 287 CODALE ELECTRIC SUPPLY, INC. 67,165.80S6298692.001 0 154.0 0 0 52,656.40S6287320.002 0 154.0 0 0 2,865.00S6282593.009 0 154.0 0 0 3,379.40S6143198.003 0 154.0 0 0 8,265.00
Total for Check/Tran - 57020: 67,165.80
CHK57021 03/21/2018 308 DON CLEME MEXICAN GRILL 1,700.0003/18 0 440.0 0 0 1,700.00REFUND OVERPAYMENT ACCT 75312001
CHK57022 03/21/2018 386 ELECTRICAL WHOLESALE SUPPLY 554.12914797168 0 107.0 0 0 554.12Shark 100W/D10 enclosed light strip
CHK57023 03/21/2018 406 FASTENAL COMPANY 218.06UTHEB60574 0 402.0 2 0 98.76BOLT BIN STOCKUTHEB60743 0 107.0 0 0 91.08Vending Material Issuance
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Accounts PayableCheck Register
HEBER LIGHT & POWER
03/01/2018 To 03/31/2018Bank Account: 1 - ZIONS BANK GENERAL FUND
Check /Tran Date
PmtType Vendor NameVendor General Ledger
Invoice GL Reference Div Account Dept Actv Distr Amount AmountBU Project0 591.0 2 0 28.22Vending Material Issuance
Total for Check/Tran - 57023: 218.06
CHK57024 03/21/2018 732 MOUNTAIN WEST TRAILERS 179.2610201 0 935.2 4 0 179.26DEDRICKSON-TRAILER TIE DOWNS
CHK57025 03/21/2018 742 NATIONWIDE DRAFTING & OFFICE 640.4718-63838 0 921.0 1 0 640.47TONER
CHK57026 03/21/2018 845 DOMINION ENERGY 105.7303/18 0 401.1 1 0 105.73ACCT 1344060000 SNAKE CREEK
CHK57027 03/21/2018 1014 TIMBERLINE GENERAL STORE 8.57116665 0 935.0 1 0 7.59Office Water Closet Flush Valve116618 0 591.0 2 0 0.98MOTLEY-POLY INSERT
Total for Check/Tran - 57027: 8.57
CHK57028 03/21/2018 1030 TSE INTERNATIONAL INC 2,672.84414073 0 591.0 2 0 2,672.84ROPE/WIRE
CHK57029 03/21/2018 1096 WASATCH COUNTY HEALTH DEPT 67.0010579 0 930.2 1 0 67.00CONGINO-FLU VACCINE
CHK57030 03/21/2018 1178 ZIPLOCAL 15.0003/18 0 935.1 6 0 15.00ACCT 045656 ONLINE DIRECTORY
CHK57031 03/21/2018 1192 BISMARCK STATE COLLEGE 1,628.20133102 0 401.2 5 0 1,628.20JEPPERSON-TUITION SPRING
CHK57032 03/26/2018 11 ARAMARK 30.99452143761 0 402.1 4 0 30.99COVERALLS
CHK57033 03/26/2018 144 AMER ENVIRON TEST CO INC 5,500.001144 0 548.0 4 0 5,500.00UNIT 4 EPA COMPLIANCE TESTING
CHK57034 03/26/2018 287 CODALE ELECTRIC SUPPLY, INC. 2,544.86S6309480.001 0 154.0 0 0 217.10S6242144.005 0 154.0 0 0 527.80
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Accounts PayableCheck Register
HEBER LIGHT & POWER
03/01/2018 To 03/31/2018Bank Account: 1 - ZIONS BANK GENERAL FUND
Check /Tran Date
PmtType Vendor NameVendor General Ledger
Invoice GL Reference Div Account Dept Actv Distr Amount AmountBU ProjectS6304481.001 0 154.0 0 0 239.12S6261728.001 0 402.1 0 0 18.00Buttons
0 402.1 0 0 134.84Class 0 glove size nine0 402.1 0 0 414.00Class II glove size nine0 402.1 0 0 960.00Sleeve class II0 402.1 0 0 34.00Sleeve straps
Total for Check/Tran - 57034: 2,544.86
CHK57035 03/26/2018 309 JULIE FITZGERALD 628.3503/18 0 555.2 1 0 628.35HEAT TAPE REBATE
CHK57036 03/26/2018 406 FASTENAL COMPANY 194.30UTHEB60892 0 107.0 0 0 28.56VENDING MACHINE ISSUANCE
0 402.0 1 0 49.08VENDING MACHINE STOCK0 556.0 5 0 8.44VENDING MACHINE ISSUANCE0 591.0 2 0 78.83VENDING MACHINE ISSUANCE0 592.0 3 0 29.39VENDING MACHINE ISSUANCE
Total for Check/Tran - 57036: 194.30
CHK57037 03/26/2018 428 FREEDOM MAILING 3,234.8333243 0 921.5 1 0 3,234.83MAILING CYCLE I
CHK57038 03/26/2018 478 ANIXTER POWER SOLUTIONS LLC 8,750.003836450-00 0 154.0 0 0 8,750.00
CHK57039 03/26/2018 827 PRECISION TESTING TECH INC 426.0012070 0 548.0 4 0 426.00LINE TIGHTNESS TEST
CHK57040 03/26/2018 844 PUBLIC EMPLOYEES HEALTH PROG 47,435.2503/18B 0 243.0 0 0 923.07FLEX SPENDING-EMPLOYEE CONTR122367631 0 926.0 1 0 42,554.53MEDICAL/DENTAL/VISION122367632 0 926.0 1 0 3,957.65RETIREE MEDICAL
Total for Check/Tran - 57040: 47,435.25
CHK57041 03/26/2018 903 SCHWEITZER ENGINEERING LABS IN 447.00000255886 0 935.3 6 0 258.00Part No. 29240100C Key: 2379 SEL-2924 Po
0 935.3 6 0 189.00Part No. C662#0101 SEL-C662/C663 USB Ser
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Accounts PayableCheck Register
HEBER LIGHT & POWER
03/01/2018 To 03/31/2018Bank Account: 1 - ZIONS BANK GENERAL FUND
Check /Tran Date
PmtType Vendor NameVendor General Ledger
Invoice GL Reference Div Account Dept Actv Distr Amount AmountBU ProjectTotal for Check/Tran - 57041: 447.00
CHK57042 03/26/2018 1131 WHEELER MACHINERY CO. 71,442.00PS000625866 0 548.0 4 0 879.95Spark PlugsPS000626402 0 402.2 4 0 807.83Cylinder Pressure ToolSS000169892 0 548.0 4 0 6,465.11Unit 8 air inlet updatePS000623711 0 548.0 4 0 346.25UNIT 8 SENSORSS000169806 0 935.0 1 0 1,055.45STANDBY GEN MAINTSS000165692 0 344.0 0 0 61,887.41Generator Rebuild Final Invoice
Total for Check/Tran - 57042: 71,442.00
CHK57043 03/26/2018 1256 PURE WATER SOLUTIONS 359.7034168542-0418 0 401.1 1 0 359.70OPERATIONS WATER PURIFICATION SYSTEMS
CHK57044 03/26/2018 1450 ON-SITE FLEET MANAGEMENT 2,990.8020691 0 935.2 4 0 2,063.50PULLER REPAIR20715 0 935.2 4 0 927.30VEH 204 REPAIR/MAINT
Total for Check/Tran - 57044: 2,990.80
CHK57045 03/26/2018 1481 UPPER CASE PRINTING INK 1,804.5012982 0 426.4 1 0 1,804.50NEWSLETTER PRINTING
CHK57046 03/27/2018 105 A T & T 116.7403/18B 0 935.1 1 0 116.74030 055 0933 001 435.654.1581
CHK57047 03/27/2018 261 CENTURYLINK 293.4503/18B 0 935.1 6 0 109.88435.654.0084 254B03/18C 0 935.1 6 0 32.40435.654.1118 732B0318A 0 935.1 6 0 41.82435.654.1682 903B03/18D 0 935.1 6 0 109.35435.657.3093 502B
Total for Check/Tran - 57047: 293.45
CHK57048 03/27/2018 287 CODALE ELECTRIC SUPPLY, INC. 8.82S6242144.004 0 921.3 2 0 8.82SHIPPING ON PO 1430
CHK57049 03/27/2018 386 ELECTRICAL WHOLESALE SUPPLY 920.02/pro/rpttemplate/acct/2.41.1/ap/AP_CHK_REGISTER.xml.rpt47001
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Accounts PayableCheck Register
HEBER LIGHT & POWER
03/01/2018 To 03/31/2018Bank Account: 1 - ZIONS BANK GENERAL FUND
Check /Tran Date
PmtType Vendor NameVendor General Ledger
Invoice GL Reference Div Account Dept Actv Distr Amount AmountBU Project914840505 0 402.2 8 0 131.89BRERETON-LC LIGHTS - FORK;BIT;DRVR914850496 0 402.2 3 0 235.97GRAHAM-6'TRIPLE TELESCOPING POLE TOOL914851002 0 402.2 3 0 20.67GRAHAM-FOLDING RULER 6' FIBERGLASS914871316 0 542.0 8 0 121.37GRAHAM-LAKE CREEK-PVC;CLAMPS914878389 0 542.0 8 0 174.02BRERETON-LAKE CREEK HYDRO-WIRE914878689 0 107.0 0 0 9.38FRYER-STRAPS914889409 0 402.2 3 0 16.45GRAHAM-ELECTRICIAN SCISSORS914943594 0 592.0 3 0 2.65TRUCK 209 - BUSHINGS;LOCKNUTS914946957 0 935.0 1 0 207.62GRAHAM-CONFERENCE ROOM - PRECON KITS
Total for Check/Tran - 57049: 920.02
CHK57050 03/27/2018 406 FASTENAL COMPANY 296.26UTHEB60653 0 402.2 8 0 137.97BRERETON-BITS;3 TAP CORDUTHEB61020 0 542.0 8 0 158.29LC HYDRO-STRETCH FILM APPLICATOR
Total for Check/Tran - 57050: 296.26
CHK57051 03/27/2018 456 GRAINGER, INC. 1,667.50928693129 0 402.2 2 0 1,667.50LABEL PRINTER;TAPE;RIBBON
CHK57052 03/27/2018 503 HICKEN OXYGEN @ PLAZA 24.00R022818-33 0 592.0 3 0 18.00OXYGENR022818-32 0 592.0 3 0 6.00NITROGEN/OXYGEN
Total for Check/Tran - 57052: 24.00
CHK57053 03/27/2018 557 IPSA 150.001989 0 401.2 7 0 150.00APPRENTICE TESTING- STANLEY
CHK57054 03/27/2018 825 PRAXAIR 27.0982007506 0 592.0 3 0 27.09STARGON-STARGOLD
CHK57055 03/27/2018 1014 TIMBERLINE GENERAL STORE 110.19116566 0 592.0 3 0 36.07GRAHAM-BAG;NIPPLE;GRND JNT116650 0 402.2 3 0 70.97GRAHAM-SLEDGE;FRAME;SLEDGE HAMMER116660 0 592.0 3 0 3.15GRAHAM-TUBE STRAP
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Accounts PayableCheck Register
HEBER LIGHT & POWER
03/01/2018 To 03/31/2018Bank Account: 1 - ZIONS BANK GENERAL FUND
Check /Tran Date
PmtType Vendor NameVendor General Ledger
Invoice GL Reference Div Account Dept Actv Distr Amount AmountBU ProjectTotal for Check/Tran - 57055: 110.19
CHK57056 03/27/2018 1044 UNUM 202.5003/18 0 926.0 1 0 202.50LONG TERM CARE PREMIUM
CHK57057 03/27/2018 1075 VERIZON WIRELESS 20.049803134731 0 935.3 6 0 20.04ROUTER
CHK57058 03/27/2018 1433 EXECUTECH 3,237.1246781 0 935.3 6 0 1,820.00MONTHLY IT SUPPORT47713 0 935.3 6 0 1,417.12SUBSCRIPTION/SUPPORT RENEWALS
Total for Check/Tran - 57058: 3,237.12
CHK57059 03/30/2018 63 POINT S HEBER CITY 199.50117381 0 935.2 4 0 199.50BACKHOE FLAT REPAIR
CHK57060 03/30/2018 165 BUD OSBORNE 320.00899508 0 935.0 1 0 320.00AUTO GATE TRANSMITTERS (12)
CHK57061 03/30/2018 268 BRENDA KOZLOWSKI 475.3203/18 0 920.0 1 0 475.32MARCH BOARD STIPEND
CHK57062 03/30/2018 272 CELESTE JOHNSON 475.3203/18 0 920.0 1 0 475.32MARCH BOARD STIPEND
CHK57063 03/30/2018 353 DISH NETWORK 142.4103/18 0 401.0 4 0 142.41ACT 8255 7070 8097 5803
CHK57064 03/30/2018 386 ELECTRICAL WHOLESALE SUPPLY 68.06914953904 0 107.0 0 0 68.06BRERETON-LC LIGHTS
CHK57065 03/30/2018 406 FASTENAL COMPANY 131.66UTHEB60659 0 402.2 5 0 131.66FORD-LCKBCKKNIFE(2)
CHK57066 03/30/2018 480 HEBER CITY CORPORATION 1,558.5603/18A 0 920.0 1 0 1,558.56MARCH BOARD STIPEND
CHK57067 03/30/2018 550 INTERMTN CONS PROF ENGINEERS 5,727.50
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Accounts PayableCheck Register
HEBER LIGHT & POWER
03/01/2018 To 03/31/2018Bank Account: 1 - ZIONS BANK GENERAL FUND
Check /Tran Date
PmtType Vendor NameVendor General Ledger
Invoice GL Reference Div Account Dept Actv Distr Amount AmountBU Project034-030-0218 0 107.0 0 0 1,282.50TRANSMISSION LINE SUPPORT034-031-0218 0 107.0 0 0 4,445.00UNDEGROUND TRANSM SPECS
Total for Check/Tran - 57067: 5,727.50
CHK57068 03/30/2018 862 RHINEHART OIL 4,074.873274551 0 548.0 4 0 4,074.87PEGASUS ULTRA 323 GALS
CHK57069 03/30/2018 962 STATE OF UTAH DIV WATER RIGHTS 40.0003/18 0 555.0 5 0 40.00WATER ASSESSMENT 2018
CHK57070 03/30/2018 1038 UAMPS 421,339.1503/18 0 555.0 5 0 417,588.74FEBRUARY 2018 ENERGY CHARGES
0 555.2 5 0 3,750.41FEBRUARY SMART ENERGY REBATESTotal for Check/Tran - 57070: 421,339.15
CHK57071 03/30/2018 1095 WASATCH COUNTY 475.3203/18 0 920.0 1 0 475.32MARCH BOARD STIPEND
CHK57072 03/30/2018 1425 GOVERNMENT LEASING & FINANCE IN 22,414.24353045131 0 427.0 1 0 22,414.24GENERATOR LEASE INTEREST PAYMENT
CHK57073 03/30/2018 216 JAN-PRO CLEANING SYSTEMS 1,226.00294287 0 401.1 1 0 1,226.00APRIL CLEANING
CHK57074 03/30/2018 265 HOJ ENGINEERING & SALES 4,027.66H11282I01 0 394.0 0 0 4,027.66Warehosue Shelving
CHK57075 03/30/2018 287 CODALE ELECTRIC SUPPLY, INC. 713.00S6261728.002 0 402.1 0 0 52.00Bag with front pocket
0 402.1 0 0 64.00Sleeve bagS6268347.001 0 402.0 2 0 597.00Dommed sec. lid (horizontal lock)
Total for Check/Tran - 57075: 713.00
CHK57076 03/30/2018 311 UTILITY FINANCIAL SOLUTIONS LLC 9,897.5030977UFS 0 923.0 5 0 9,897.50LOAD FORECAST STUDY
CHK57077 03/30/2018 386 ELECTRICAL WHOLESALE SUPPLY 40.32914962339 0 592.0 3 0 40.32GRAHAM-ZIPPER BAGS
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Accounts PayableCheck Register
HEBER LIGHT & POWER
03/01/2018 To 03/31/2018Bank Account: 1 - ZIONS BANK GENERAL FUND
Check /Tran Date
PmtType Vendor NameVendor General Ledger
Invoice GL Reference Div Account Dept Actv Distr Amount AmountBU Project
CHK57078 03/30/2018 406 FASTENAL COMPANY 178.44UTHEB61066 0 542.0 8 0 34.56BRERETON-LAKE CREEK-FASTENERSUTHEB61085 0 107.0 0 0 143.88VENDING MACHINE ISSUANCE
Total for Check/Tran - 57078: 178.44
CHK57079 03/30/2018 844 PUBLIC EMPLOYEES HEALTH PROG 923.0703/18C 0 243.0 0 0 923.07EMPLOYEE FLEX SPENDING CONTR PR 3/29
CHK57080 03/30/2018 922 SHRED-IT USA 54.168124381003 0 921.0 1 0 54.1613640825 BUS OFF SHREDDING SERVI
CHK57081 03/30/2018 1091 WASATCH AUTO PARTS 131.18134773 0 402.2 3 0 45.48PLIERS;LATEX GLOVES135765 0 402.2 3 0 85.70GRAHAM-PADDED TIE DOWN
Total for Check/Tran - 57081: 131.18
CHK57082 03/30/2018 1093 WASATCH COMMUNITY FOUNDATION 600.0003/18 0 426.4 1 0 600.00SCHOLARSHIP CLEARPEAKS LOGO DESIGN
Total for Bank Account - 1 : (193) 2,286,207.69
Grand Total : 2,286,207.69(193)
/pro/rpttemplate/acct/2.41.1/ap/AP_CHK_REGISTER.xml.rpt47001
Page 2304/13/2018 12:34:21 PMRevision: 92859
Accounts PayableCheck Register
HEBER LIGHT & POWER
PARAMETERS ENTERED:
Check Date: 03/01/2018 To 03/31/2018Bank: 1
Vendor: AllCheck:
Journal: AllFormat: GL Accounting Distribution
Extended Reference: NoCheck/TransactionSort By:
Voids: NoneAllPayment Type:NoGroup By Payment Type:
Minimum Amount: 0.00Authorization Listing: No
Authorization Comments: NoCredit Card Charges: No
/pro/rpttemplate/acct/2.41.1/ap/AP_CHK_REGISTER.xml.rpt47001
MEMORANDUM
To: Board of Directors
From: JTD
Date: April 13, 2018
Re: Explanation of Proposed Resolution Approving IPA Alternative Repowering and
Amending Power Sales Contracts
The Company is a member of the Intermountain Power Agency, a Utah interlocal entity.
IPA owns a coal power plant in Millard County, Utah. The Company and various
Utah/California municipal utilities purchase the power from IPA pursuant to power sales
contracts. Under these power sales contracts, IPA and the power purchasers are in the process of
converting the plant to natural gas.
The IPA Board has requested that the power purchasers approve amendments to the
power sales contracts to reduce the capacity and change the design of the new natural gas plant.
The power sales contracts currently provide for the construction of two 600 mw combined cycle
natural gas generators. The proposed amendment would provide for the construction of two
combined-cycle natural gas fired power generators with a heat recovery steam generator train
and a single steam turbine, with an approximate combined net generation capability of 840 MW.
Following this memorandum are the documents provided by IPA to document the
Board’s approval of the amendments. These approval documents are very complicated. This is
in part due to the years of effort to reach this point and to the complexity of the underlying power
sales contracts which are several 100 pages long.
At the Board meeting, staff will provide the business and legal explanations for the
amendments and approval documents. The power sales contracts can be provided prior to the
meeting, if you wish.
1 10663329_2
RESOLUTION NO. _______
APPROVAL OF ALTERNATIVE REPOWERING
On motion of ____________________, seconded by ______________________, at a
duly noticed meeting of the Board of Directors of the Heber Light & Power Company, a Utah
energy services interlocal entity (“Board”), held on April 18, 2018, the following Resolution was
duly adopted:
WHEREAS, Intermountain Power Agency (“IPA”) financed, acquired, constructed and
owns the Intermountain Power Project (as more particularly defined in the Power Sales Contract,
the “Project”); and
WHEREAS Heber Light & Power Company (the “Company”) is a party with IPA to that
certain Power Sales Contract dated September 28, 1978 (as amended from time to time, the
“Power Sales Contract”), pursuant to which the Company acquired a portion of the capacity and
output of the Project through June 15, 2027, as set forth in the Power Sales Contract (each term
that is used but not otherwise defined in this Resolution has the meaning ascribed to such term in
the Power Sales Contract); and
WHEREAS, the Company is also a party with IPA to a Renewal Power Sales Contract,
dated January 16, 2017 (the “Renewal Power Sales Contract”), pursuant to which the Company
acquired a portion of the capacity and output of the Project for a term subsequent to June 15,
2027, as set forth in the Renewal Power Sales Contract; and
WHEREAS, IPA is a party with parties other than the Company to power sales contracts
that are substantially identical to the Power Sales Contract (such other power sales contracts,
together with the Power Sales Contract, being, collectively, the “Power Sales Contracts” and
such other parties, together with the Company, being, collectively, the “Purchasers”); and
WHEREAS, the Power Sales Contracts established the Intermountain Power Project
Coordinating Committee (the “Coordinating Committee”) consisting of representatives of the
Purchasers, including the Company; and
WHEREAS, IPA is a party with parties other than the Company to renewal power sales
contracts that are substantially identical to the Renewal Power Sales Contract (such other
renewal power sales contracts, together with the Renewal Power Sales Contract, being,
collectively, the “Renewal Power Sales Contracts” and such other parties, together with the
Company, being, collectively, the “Renewal Purchasers”); and
WHEREAS, the Renewal Power Sales Contracts established the Intermountain Power
Project Renewal Contract Coordinating Committee (the “Renewal Contract Coordinating
Committee”) consisting of representatives of the Renewal Purchasers; and
WHEREAS, Appendix C to the Power Sales Contracts contains a general description of
the Project, which description will be revised from time to time to reflect changes to the Project
during the term of the Power Sales Contracts; and
DRAFT
2 10663329_2
WHEREAS, Appendix C to the Renewal Power Sales Contracts contains a general
description of the Project, which description will be revised from time to time to reflect changes
to the Project during the term of the Renewal Power Sales Contracts; and
WHEREAS, the Project currently includes a two-unit coal-fired electric generating
facility located in south central Utah together with associated transmission systems and related
facilities; and
WHEREAS, IPA and the Purchasers entered into those certain Second Amendatory
Power Sales Contracts dated December 8, 2015 (collectively, the “Second Amendatory Power
Sales Contracts”), to amend the Power Sales Contracts to provide for, among other things, the
Gas Repowering, which contemplates the construction of facilities for the generation of power at
the Project using natural gas rather than coal; and
WHEREAS, Section 44.6 of the Power Sales Contracts provides that one or more
modified versions of or alternatives to the Gas Repowering to provide for one or more sources of
electric generation in addition to or in substitution, in whole or in part, for the Gas Repowering
may be determined to provide increased benefits or to be otherwise advantageous for the Project
(as more particularly defined in the Power Sales Contracts, an “Alternative Repowering”); and
WHEREAS, Section 44.6 of the Power Sales Contracts provides that, subject to
satisfaction of various conditions, upon approval of an Alternative Repowering by the
Coordinating Committee, the Renewal Contract Coordinating Committee and the IPA Board of
Directors (the “IPA Board”) and, together with the Coordinating Committee and the Renewal
Contract Coordinating Committee, collectively, the “Project Governing Bodies”), as of the date
of such approval, such Alternative Repowering (a) shall be effective, (b) shall replace any prior
plan for repowering the Project, (c) shall constitute the source for electric generation for the
Project, and (d) shall constitute a Capital Improvement approved by the Project Governing
Bodies; and
WHEREAS, Section 44.1 of the Power Sales Contracts provides that upon the
effectiveness of an Alternative Repowering (a) the term “Gas Repowering” (as used in the Power
Sales Contracts) shall mean such Alternative Repowering, and (b) without the need for consent
of the Purchasers (other than the affirmation, if any, of the Purchasers’ respective representatives
that may be necessary for the Coordinating Committee or the Renewal Contract Coordinating
Committee to take action to approve the revising of the Power Sales Contracts as described in
Section 44.1 of the Power Sales Contracts), the Power Sales Contracts shall be revised to the
extent determined by the Project Governing Bodies to be necessary to describe such Alternative
Repowering as the source or sources of electric generation for the Project (the resulting revisions
being, as more particularly defined in the Power Sales Contracts, the “Alternative Repowering
Revisions”); and;
WHEREAS, Section 14.6 of the Renewal Power Sales Contracts provides that as of the
date of the approval of an Alternative Repowering by the Project Governing Bodies, (a) the term
“Gas Repowering” (as used in the Renewal Power Sales Contracts) shall mean such Alternative
Repowering, (b) such Alternative Repowering shall constitute the source for electric generation
for the Project, (c) such Alternative Repowering shall replace any prior plan for repowering the
DRAFT
3 10663329_2
Project, (d) such Alternative Repowering shall constitute a Capital Improvement determined to
be necessary or desirable by the Coordinating Committee and the Renewal Contract
Coordinating Committee, and (e) without the need for consent of the Renewal Purchasers (other
than the affirmation, if any, of such Renewal Purchasers’ respective representatives that may be
necessary for the Coordinating Committee or the Renewal Contract Coordinating Committee to
take action to approve the revising of the Renewal Power Sales Contracts as described in Section
14.6 of the Renewal Power Sales Contracts), the Renewal Power Sales Contracts shall be revised
to the extent determined by the Project Governing Bodies (simultaneous with or prior to the
approval of such Alternative Repowering) to be necessary to describe such Alternative
Repowering as the source or sources of electric generation for the Project (the resulting revisions
being the “RPSC Alternative Repowering Revisions”); and
WHEREAS, IPA and representatives of the Purchasers (meeting as the Generation and
Transmission Subcommittee of the Coordinating Committee (the “Subcommittee”)) have
concluded that based on developments since the execution of the Second Amendatory Power
Sales Contracts, the Purchasers’ demand will not support the design capacity of the Gas
Repowering currently provided in the Power Sales Contracts; and
WHEREAS, the Subcommittee has concluded that instead of the Gas Repowering, as
currently provided in the Power Sales Contracts, it is in the best interest of the Project to provide
for a reduced design capacity and alternative design configuration; and
WHEREAS, at a meeting of the Subcommittee convened on February 12, 2018, the
Subcommittee agreed by consensus to a general description of an Alternative Repowering
providing for such reduced design capacity and alternative design configuration, which
description is attached hereto as Appendix 1 (the “Alternative Repowering Description”); and
WHEREAS, based on the Alternative Repowering Description, the Los Angeles
Department of Water and Power, as the Project Manager, has developed the Alternative
Repowering Revisions which are attached hereto as Appendix 2 (the “Power Sales Contract
Revisions”); and
WHEREAS, based on the Alternative Repowering Description, the Project Manager has
developed a modification to the description of the Project in Appendix C to the Power Sales
Contracts, which modification is attached hereto as Appendix 3 (the “PSC Appendix C
Revisions”); and
WHEREAS, based on the Alternative Repowering Description, the Project Manager has
developed a modification to the description of the Project in Appendix C to the Renewal Power
Sales Contracts, which modification is attached hereto as Appendix 4 (the “RPSC Appendix C
Revisions” and, together with the PSC Appendix C Revisions, collectively, the “Appendix C
Revisions”); and
WHEREAS, the Project Manager has not proposed any RPSC Alternative Repowering
Revisions; and
WHEREAS, the Coordinating Committee, by its Resolution No. CC-2018-001 adopted
on March 13, 2018 (the “CC Resolution”), acknowledged the Alternative Repowering
DRAFT
4 10663329_2
Description, the Power Sales Contract Revisions and the PSC Appendix C Revisions,
recommended that the Alternative Repowering Description, the Power Sales Contract Revisions
and the PSC Appendix C Revisions be submitted to the Company in writing and directed Ted L.
Olson, the Company’s representative on the Coordinating Committee (the “Representative”), to
seek any necessary approval from the Company in order for the Representative to vote in favor
of approving the Alternative Repowering Description, the Power Sales Contract Revisions and
the PSC Appendix C Revisions by June 30, 2018;
WHEREAS, the Renewal Contract Coordinating Committee, by its Resolution No.
RCCC-2018-001 adopted on March 13, 2018 (the “RCCC Resolution”), acknowledged the
Alternative Repowering Description, the Power Sales Contract Revisions and the RPSC
Appendix C Revisions, recommended that the Alternative Repowering Description, the Power
Sales Contract Revisions and the RPSC Appendix C Revisions be submitted to the Company in
writing and directed the Representative, as the Company’s representative on the Renewal
Contract Coordinating Committee, to seek any necessary approval from the Company in order
for the Representative to vote in favor of approving the Alternative Repowering Description, the
Power Sales Contract Revisions and the RPSC Appendix C Revisions by June 30, 2018; and
WHEREAS, the IPA Board, by its Resolution No. IPA-2018-009 adopted March 13,
2018 (such resolution, together with the CC Resolution and the RCCC Resolution, being,
collectively, the “Governing Body Resolutions”), acknowledged the Alternative Repowering
Description, the Power Sales Contract Revisions, the PSC Appendix C Revisions and the RPSC
Appendix C Revisions and directed that the Alternative Repowering Description, the Power
Sales Contract Revisions and the applicable Appendix C Revisions be submitted to the Company
in writing; and
WHEREAS, the Company has received a letter from IPA, dated March 23, 2018 (the
“IPA Letter”), requesting that the Company obtain any approval necessary for the Representative
to approve the Alternative Repowering described in the Alternative Repowering Description, the
Power Sales Contract Revisions (as Alternative Repowering Revisions) and the applicable
Appendix C Revisions; and
WHEREAS, the Board has reviewed and discussed the Alternative Repowering
Description, the Power Sales Contract Revisions, and the Appendix C Revisions; and
WHEREAS, the Board desires to take action to support and facilitate the approval and
completion of the Alternative Repowering described in the Alternative Repowering Description
and the approval of the Power Sales Contract Revisions (as Alternative Repowering Revisions)
and the applicable Appendix C Revisions.
NOW, THEREFORE,
A. BE IT RESOLVED, that the Board hereby:
1. Approves the Alternative Repowering consisting of:
the construction and installation of two combined-cycle natural gas
fired power blocks, each power block consisting of one gas turbine,
DRAFT
5 10663329_2
a heat recovery steam generator train and a single steam turbine,
with an approximate combined net generation capability of 840
MW, together with auxiliary equipment associated with such power
blocks, where “net generation capability” means gross power
generation less auxiliary load for generation and transmission
support
2. Approves revision of the Power Sales Contract to include: (a) the Power
Sales Contract Revisions which shall be deemed Alternative Repowering
Revisions and (b) the PSC Appendix C Revisions; and
3. Approves revision of the Renewal Power Sales Contract to include the
RPSC Appendix C Revisions.
Except as expressly provided in this Paragraph A, the provisions of the Power Sales
Contract and the Renewal Power Sales Contract shall remain in full force and effect; and
B. BE IT FURTHER RESOLVED, that the Board hereby authorizes and directs the
Representative (or any duly appointed alternate, successor or designee of the
Representative), as a member of the Coordinating Committee and the Renewal
Contract Coordinating Committee, to vote in favor of, and to take all other actions
reasonably necessary to approve, the Alternative Repowering consistent with the
Alternative Repowering Description, the Power Sales Contract Revisions (as
Alternative Repowering Revisions), the PSC Appendix C Revisions, and the
RPSC Appendix C Revisions and all such actions previously taken by the
Representative in connection with the Alternative Repowering are hereby
approved, ratified and confirmed; and
C. BE IT FURTHER RESOLVED, that the Company’s General Manager and
Secretary, and the other duly authorized officers, employees, representatives and
agents of the Company, and their respective duly authorized alternates, successors
and designees (each of the foregoing being an “Company’s Authorized Person”),
are hereby authorized and directed, on behalf of the Company, (a) to take, or
cause to be taken, all actions necessary to cause the effectiveness of or give effect
to the Alternative Repowering consistent with the Power Sales Contract, the
Renewal Power Sales Contract, the Alternative Repowering Description, the
Original Power Sales Contract Revisions (as Alternative Repowering Revisions),
the PSC Appendix C Revisions, the RPSC Appendix C Revisions and this
Resolution; (b) to execute and deliver, or cause to be executed and delivered, on
behalf of the Company, the Alternative Repowering Certificate (Power Sales
Contract) set forth on Exhibit A (as completed to reflect this Resolution) and the
Alternative Repowering Certificate (Renewal Power Sales Contract) set forth on
Exhibit B (as completed to reflect this Resolution), and (c) to execute and deliver
all documents, certificates, instruments, notices, opinions and agreements that
may be deemed by the Company’s General Manager and General Counsel to be
reasonably necessary, appropriate or desirable to the Company’s performance of
its obligations under and in consummating all of the transactions contemplated by
DRAFT
6 10663329_2
the Power Sales Contract and Renewal Power Sales Contract, and all such actions
previously taken by a Company Authorized Person in connection with the
Alternative Repowering are hereby approved, ratified and confirmed.
PASSED, APPROVED, AND SIGNED ______________________________, 2018.
Heber Light & Power Company
Kelleen Potter, Chair
Board of Directors
Heber Light & Power Company,
a Utah energy services interlocal entity
ATTEST:
Karly Schindler, Board Secretary
DRAFT
10663329_2
APPENDIX 1
Alternative Repowering Description
The Alternative Repowering shall include the construction and installation of two combined-
cycle natural gas fired power blocks, each power block consisting of one gas turbine, a heat
recovery steam generator train and a single steam turbine, with an approximate combined net
generation capability of 840 MW, together with auxiliary equipment associated with such power
blocks, where “net generation capability” means gross power generation less auxiliary load for
generation and transmission support.
DRAFT
10663329_2
APPENDIX 2
Power Sales Contract Revisions
A footnote will be added at the end of the first sentence of Section 44.6 of the Power Sales
Contracts, to read as follows:
“The Alternative Repowering shall include the construction and installation of two
combined-cycle natural gas fired power blocks, each power block consisting of one gas
turbine, a heat recovery steam generator train and a single steam turbine, with an
approximate combined net generation capability of 840 MW, together with auxiliary
equipment associated with such power blocks, where ‘net generation capability’ means
gross power generation less auxiliary load for generation and transmission support. For
the avoidance of doubt, the foregoing shall be in lieu of the construction and installation
of the two combined cycle power blocks and related equipment and facilities described in
the first and third sentences of Section 44.1 of the Power Sales Contracts.”
DRAFT
10663329_2
APPENDIX 3
Power Sale Contracts Appendix C Revisions
Section C.1.2 of Appendix C to the Power Sales Contracts is deleted in its entirety and replaced
with the following:
“C.1.2. Two coal-fueled steam electric generating units each with a nominal rating of
950 megawatts (the “Coal Units”), which Coal Units are to be replaced
pursuant to a Major Capital Improvement consisting of the construction and
installation of two combined-cycle natural gas fired power blocks, each power
block consisting of one gas turbine, a heat recovery steam generator train and
a single steam turbine, with an approximate combined net generation
capability of 840 MW, where ‘net generation capability’ means gross power
generation less auxiliary load for generation and transmission support.”
DRAFT
10663329_2
APPENDIX 4
Renewal Power Sales Contracts Appendix C Revisions
Section C.1.2 of Appendix C to the Renewal Power Sales Contracts is deleted in its entirety and
replaced with the following:
“C.1.2. Two combined-cycle natural gas fired power blocks, each power block consisting
of one gas turbine, a heat recovery steam generator train and a single steam turbine, with
an approximate combined net generation capability of 840 MW, where ‘net generation
capability’ means gross power generation less auxiliary load for generation and
transmission support.”
DRAFT
10663329_2
EXHIBIT A
Alternative Repowering Certificate (Power Sales Contract)
Pursuant to Resolution No. _____________________ (the “Resolution”), I, Kelleen
Potter, as Chair of the Board of Directors of Heber Light & Power Company, a Utah energy
services interlocal entity (“Company”), hereby certify that:
1. On April 18, 2018, the Company’s Board of Directors adopted Resolution ____,
entitled _____. Each capitalized term used herein but not otherwise defined in this certificate has
the meaning ascribed to such term in the Resolution.
2. The Company is a party to that certain Power Sales Contract, dated September 28,
1978, with Intermountain Power Agency (as amended through the date of this certificate, the
“Power Sales Contract”).
3. Ted L. Olson is the individual representing Company on the Intermountain Power
Project Coordinating Committee and Intermountain Power Project Renewal Contract
Coordinating Committee. The Resolution duly authorizes Mr. Olson, as provided in the Power
Sales Contract and as the Company’s Representative, to take all actions reasonably necessary to
approve the Alternative Repowering described in the Alternative Repowering Description.
4. As provided in the Power Sales Contract, upon the effectiveness of the
Alternative Repowering consistent with the Alternative Repowering Description, such
effectiveness will have the effect described in the Power Sales Contract, including, without
limitation, the following:
a. the term “Gas Repowering” in the Power Sales Contracts will mean
Alternative Repowering consistent with the Alternative Repowering Description; and
b. the Power Sales Contract will be revised as set forth in the Power Sales
Contract Revisions and such revisions shall be Alternative Repowering Revisions under
the Power Sales Contract.
As so revised, the Power Sales Contract will continue to be the legal, valid and binding
obligation of the Company, enforceable against the Company in accordance with the terms of the
Power Sales Contract.
4. Pursuant to the terms of the Power Sales Contract, (a) the PSC Appendix C
Revisions describe the Project as of the effectiveness of the Alternative Repowering consistent
with the Alternative Repowering Description; and (b) the Project Governing Bodies are
authorized, without further action of the Company, to revise Appendix C to the Power Sales
Contract in accordance with the terms of the Power Sales Contract.
5. Except as expressly revised by the Resolution, the provisions of the Power Sales
Contract and the Renewal Power Sales Contract shall remain in full force and effect.
Dated ______________________________, 2018.
DRAFT
Heber Light & Power Company
Kelleen Potter, Chair
Board of Directors
ATTEST:
Karly Schindler, Board Secretary
DRAFT
10663329_2
EXHIBIT B
Alternative Repowering Certificate (Renewal Power Sales Contract)
Pursuant to Resolution No. _____________________, (the “Resolution”), I, Kelleen
Potter, as Chair of the Board of Directors of the Heber Light & Power Company, a Utah energy
services interlocal entity (the “Company”), hereby certify that:
1. On April 18, 2018, the Company’s Board of Directors adopted Resolution ____,
entitled _____. Each capitalized term used herein but not otherwise defined in this certificate has
the meaning ascribed to such term in the Resolution.
2. The Company is a party to that certain Renewal Power Sales Contract, dated
January 16, 2017, with Intermountain Power Agency (as amended through the date of this
certificate, the “Renewal Power Sales Contract”).
3. Ted L. Olson is the individual representing the Company on the Intermountain
Power Project Renewal Contract Coordinating Committee. The Resolution duly authorizes Mr.
Olson, as provided in the Renewal Power Sales Contract and as the Company’s Representative,
to take all actions reasonably necessary to approve the Alternative Repowering, consistent with
the Alternative Repowering Description.
4. Pursuant to the provisions of the Renewal Power Sales Contract, upon the
effectiveness of the Alternative Repowering consistent with the Alternative Repowering
Description, such effectiveness will have the effect described in the Renewal Power Sales
Contract.
5. The Renewal Power Sales Contract will continue to be the legal, valid and
binding obligation of the Company, enforceable against the Company in accordance with the
terms of the Renewal Power Sales Contract.
6. Pursuant to the terms of the Renewal Power Sales Contract, (a) the RPSC
Appendix C Revisions describe the Project as of the effectiveness of the Alternative Repowering,
consistent with the Alternative Repowering Description; and (b) the Renewal Contract
Coordinating Committee and the IPA Board are authorized, without further action of the
Company, to revise Appendix C to the Renewal Power Sales Contract in accordance with the
terms of the Renewal Power Sales Contracts.
7. Except as expressly revised by the Resolution, the provisions of the Power Sales
Contract and the Renewal Power Sales Contract shall remain in full force and effect.
Dated ______________________________, 2018.
DRAFT
1 8049973_4
COMPOSITE COPY
November 23, 20131
INTERMOUNTAIN POWER AGENCY
ORGANIZATION AGREEMENT
This Agreement dated as of May 10, 1977, [as amended by the First Amendment to
Intermountain Power Agency Organization Agreement dated as of February 1, 1983, the
Second Amendment to Intermountain Power Agency Organization Agreement dated as of
March 26, 1990, the Third Amendment to Intermountain Power Agency Organization
Agreement dated as of January 21, 2003 and the Fourth Amendment to Intermountain Power
Agency Organization Agreement dated as of November 26, 2013] is made among the parties
hereto pursuant to the provisions of the Interlocal Co-operation Act, Title 11, Chapter 13, Utah
Code Annotated 1953, as amended, (the "Act").
ARTICLE 1
PURPOSE
The purposes of this Agreement and of the political subdivision of the State of Utah
created hereunder and of the joint or cooperative action of the parties to this Agreement are to:
(1) undertake, own, acquire, construct, finance, operate, maintain, repair, administer, manage
and control a facility to generate electricity to be known as the Intermountain Power Project
consisting of an electric generation facility located in south central Utah and other facilities
relating thereto (as such project may be described from time to time by the Board of Directors,
the “Project”), including, without limitation: (a) transmission facilities located within and
without the State as necessary pursuant to power sales contracts for the delivery to purchasers
of energy therefrom; (b) facilities for the development, extraction, production, processing,
delivery, transmission, transporting and storage of fuel therefor; and (c) wells, reservoirs, and
other facilities for the supply of water therefor; (2) undertake, own, acquire, construct, finance,
operate, maintain, repair, administer, manage and control Additional Facilities (as hereinafter
defined), if any; and (3) provide assistance to local communities in providing for facilities
required for personnel involved with the construction and operation of the Project and the
Additional Facilities, if any.
The Project and any Additional Facilities will be undertaken pursuant to this Agreement
and the Act with a capacity in excess of that required to meet the requirements of the parties to
this Agreement and it has been determined by each of the parties to this Agreement that the
Project and any Additional Facilities are necessary to provide services and facilities in a
manner, and pursuant to a form of governmental organization, that will accord best with
1 Note: This document has been prepared for ease of reference only. Reference is made to the original
Organization Agreement and each amendment thereto as approved by the IPA Board of Directors and the
members of IPA and, in case of conflict, the terms and provisions of such original agreement and amendments
control over this document.
2 8049973_4
geographic, economic, population and other factors influencing the needs and development of
the parties hereto and to provide the benefit of economy of scale, economic development and
utilization of natural resources for the overall promotion of the general welfare of the State.
ARTICLE 2
EFFECTIVE DATE AND ORIGINAL PARTIES
This Agreement shall become effective on June 15, 1977. The parties to this Agreement
are (such parties being, individually, a “Member” and, collectively, the “Members”):
Beaver City Corporation Lehi City Corporation
Bountiful, a Municipal Corporation City of Logan
City of Enterprise Meadow Town Corporation
Ephraim City Corporation Monroe City Corporation
Fairview City Corporation Morgan City Corporation
Fillmore City Corporation Mt. Pleasant City Corporation
Heber City Light & Power Company Murray City Corporation
Holden Town Corporation Oak City Town Corporation
City of Hurricane Parowan City Corporation
Hyrum City Corporation Price Municipal Corporation
Kanosh Town Corporation Spring City Corporation
Kaysville City Corporation
Notwithstanding any other provision in this Agreement, effective as of the date that a Member
ceases to be a party, as a purchaser, to a power sales contract with IPA (such date being with
respect to such Member, a “Termination Date”), such Member shall cease to be a party to this
Agreement and shall cease to be a Member. All such Member’s rights and entitlements shall be
extinguished as of such Member’s Termination Date. As of such Termination Date, all other
Members with respect to whom a Termination Date has not occurred (each, individually, a
“Remaining Member” and, collectively, the “Remaining Members”) shall constitute,
collectively, one hundred percent of the membership of IPA and shall hold, collectively, one
hundred percent of all related rights and entitlements. The termination of a Member’s
membership in IPA shall not extinguish such Member’s obligations to IPA that have accrued
prior to the effectiveness of such termination. If the simultaneous expiration or earlier
simultaneous termination of two or more power sales contracts would result in the termination
of all Remaining Members’ membership in IPA, such expiration or termination shall not have
the effect of terminating any Remaining Member’s membership in IPA. From and after the
effectiveness of the termination of a Member’s membership in IPA, the term “Members” for
purposes of this Agreement shall refer to all Remaining Members, as determined as of such
termination, and, without the need for any additional action, approval or consent, IPA may
execute a modification of this Article 2 to reflect the termination of such Member’s
membership in IPA.
3 8049973_4
ARTICLE 3
TERM
The term of this Agreement shall be, and the political subdivision of the State of Utah
created hereunder shall remain in existence for, a period commencing on June 15, 1977 and
ending on the last to occur of: (a) June 30, 2063; (b) the date that is five years after IPA (as
hereinafter defined) has fully paid or otherwise discharged all of its indebtedness; (c) the date
that is five years after IPA has abandoned, decommissioned, or conveyed or transferred all of
its interest in the Project and any Additional Facilities; and (d) the date that is five years after
the Project and any Additional Facilities of IPA are no longer useful in providing the service,
output, product, or other benefit therefrom, as determined under the agreements governing the
sale of the service, output, product, or other benefit therefrom.
ARTICLE 4
CREATION OF IPA
The parties to this Agreement hereby create, pursuant to the Act, a separate legal entity
as a political subdivision of the State of Utah to be known as Intermountain Power Agency
("IPA"), to accomplish the purpose of their joint or cooperative action as set forth herein.
ARTICLE 5
ORGANIZATION OF INTERMOUNTAIN POWER AGENCY
The membership of IPA shall consist of the parties to this Agreement from time to time.
Each party hereto shall be entitled to a representative to act on its behalf as provided in this
Agreement. Each representative shall serve at the pleasure of the party appointing such
representative, and may be removed and replaced at any time by such party. Each party shall
promptly give written notice to the IPA Board of Directors of any change in the designation of
its representative.
The business and affairs of IPA shall be governed, controlled, directed, managed,
administered and regulated by a Board of Directors. The Board of Directors shall have such
duties and powers, and may take any action, as may be necessary or desirable to accomplish
such purposes, except as may be contrary to the laws of the State of Utah or this Agreement.
Without limiting the foregoing, the Board of Directors shall exercise on behalf of IPA all of the
powers of IPA provided by this Agreement or under the laws of the State of Utah.
The Board of Directors shall be composed of seven persons, who shall, except as
expressly provided otherwise in this Agreement, be elected by the representatives and shall
serve staggered terms. For the initial term of office, one Director shall be elected for a term
ending December 31, 1978, two Directors shall be elected for a term ending December 31,
1979, two Directors shall be elected for a term ending December 31, 1980, and two Directors
shall be elected for a term ending December 31, 1981. Thereafter, Directors shall be elected for
4 8049973_4
four year terms and may be re-elected. To be eligible to serve as a Director, a person shall, at
all times during which he holds the office of Director, be a representative and either: (a) reside
within the boundaries of a party that is represented by such representative; (b) receive electrical
service at his principal residence from a municipal electric system owned by a party that is
represented by such representative; or (c) be employed by a party that is represented by such
representative on a basis such that it is reasonably expected that the representative will provide
to such party not less than 1000 hours of paid service in each 12 month period. Any Director
who, prior to the end of his term as a Director, ceases to qualify as a Director under the criteria
set forth in the preceding sentence shall, upon and as of the date of a determination of the
Board of Directors that he has ceased to so qualify, cease to be a Director and the directorship
held by such Director shall become vacant.
At any duly called regular or special meeting of the representatives at which a quorum
is present, any one or more of the Directors may be removed by two-thirds or more of the votes
cast at such meeting and a successor may then and there be elected to fill the vacancy thus
created. Any Director whose removal has been proposed shall be given an opportunity to be
heard at the meeting.
A vacancy on the Board of Directors caused by the resignation, removal, death or
incapacity of a Director, or for any other cause whatsoever, other than a vacancy caused by the
removal of a Director that is concurrently filled by the election of the representatives pursuant
to this Agreement or a vacancy created by an increase in the number of Directors, shall be filled
on an interim basis until the next succeeding annual meeting of IPA by a person elected by the
Board of Directors at a meeting of the Board of Directors held within a reasonable time
following the occurrence of such vacancy. Any vacant position so filled by the Board of
Directors shall again become vacant as of the next succeeding annual meeting of IPA and shall,
at such meeting, be filled for the balance of the unexpired term, if any, by the vote of the
representatives. Notwithstanding anything to the contrary in this Agreement, if the election by
the Board of Directors of a person to fill a vacancy would result in less than a majority of the
Directors then in office having been elected by the representatives, such vacancy shall be filled
by election at a regular or special meeting of the representatives.
The Board of Directors may adopt, and amend from time to time, Bylaws, which, to the
extent not inconsistent with this Agreement or the laws of the state of Utah, may provide,
among other things, rules governing regular and special meetings of the representatives·and of
the Board of Directors; for the annual meeting of IPA, which shall be deemed a regular meeting
of the representatives; quorum and voting requirements; for the establishment of offices; for the
indemnification of IPA directors, officers, employees, representatives and agents; and for such
other matters as the Board of Directors may determine
No Director shall be liable to IPA or the parties to this Agreement for any monetary
damages for breach of any fiduciary duty owed by such Director, except monetary damages
arising out of: (a) a breach of the Director's duty of loyalty to IPA or a party; (b) any act or
omission not in good faith or which involves intentional misconduct or a knowing violation of
law; (c) any transaction from which the Director derived an improper personal benefit; or (d)
any other circumstance or occurrence with respect to which, under applicable law as in effect
5 8049973_4
from time to time, the limitation of a Director's liability as provided in this paragraph is
impermissible.
ARTICLE 6
POWERS
In furtherance of the purposes set forth in Article 1 of this Agreement, IPA shall have
the power to: (1) undertake, own, acquire, construct, finance, operate, maintain , repair,
administer, manage and control or cause to be undertaken, owned, acquired, constructed,
financed, operated, maintained , repaired, administered, managed and controlled any facility or
improvement of the Project or any Additional Facility; (2) borrow money or incur
indebtedness, issue revenue bonds or notes for the purposes for which IPA was created; offer,
issue and sell warrants, options or other rights related to such bonds or notes or any rights or
interests pertaining to such bonds or notes; 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 the Project or any Additional Facilities which assignment, pledge or other
conveyance may rank prior in right to any other obligation except taxes or payments in lieu
thereof payable to the State of Utah or its political subdivisions; provided, however, all such
financing activities and revenues shall be conducted or maintained separately with respect to
any Additional Facilities as set forth in Article 14 of this Agreement; (3) sell or contract for the
sale of the capacity and energy and transmission service, and other benefits from the Project
and any Additional Facilities to public agencies within or without the State and to others as
permitted by the Act; (4) make and enter into contracts; (5) acquire by gift, grant, purchase,
eminent domain or otherwise and to lease as lessor or lessee any property (real or personal,
tangible or intangible), buildings, works or improvements, or undivided or fractional interests
therein, necessary or convenient for the purposes provided for in Article 1 hereof and sell or
otherwise dispose of any such property; (6) employ or contract with persons or firms for
personnel to accomplish its purposes and powers; (7) incur debts, liabilities or obligations
which are those of IPA and not the debts, liabilities or obligations of any of the parties hereto;
(8) sue and be sued in its own name; (9) control, administer and manage the finances and
property of IPA including without limitation its debts, debt service costs and investments; (10)
provide administrative, support, financing and consulting services to any owner, other than
IPA, of any interest in Additional Facilities; (11) establish, own, control, manage or operate, or
participate in the establishment, ownership, control, management or operation of, any political
subdivision, corporation, association or other entity, and delegate to any such political
subdivision, corporation, association or other entity any or all of its powers and (12) take such
other actions, engage in such other transactions and do all other things as may be necessary,
convenient or appropriate to accomplish its purposes or carry out any of its powers. In addition
to the foregoing powers, IPA shall have the power to sell, transfer, convey, lease, make
available, update, retire, improve, modify, convert, repower, reconstruct, retire, reclaim,
replace, remove, demolish and decommission the Project, the Additional Facilities and/or any
portion of or interest in either of the foregoing as approved by the Board of Directors,
including, without limitation, to provide for the use of a fuel source at the Project approved by
the Board of Directors.
6 8049973_4
ARTICLE 7
FINANCING AND BUDGET
The Project will be financed by the issuance of bonds and notes of IPA payable from
and secured by the revenues and receipts derived from the sale of capacity and energy and
transmission service and other benefits of the Project, and other available funds of IPA pledged
therefor, including without limitation amounts paid to IPA under power sales contracts with
respect to the Project, subject, however, to the application of such revenues, receipts and other
funds to the purposes and on the terms and conditions set forth in the bond or note resolutions
of IPA securing such bonds or notes and as required by the Act. IPA will, prior to the
commencement of construction of the Project, enter into power sales contracts with the parties
to this Agreement and such other public or private entities that may qualify as purchasers of
power and energy from the Project under the Act and any other applicable law for all of the
planned capacity of the 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 revenues of the Project.
If IPA acquires any ownership interest in Additional Facilities, such interest may be
financed by the issuance of bonds and notes of IPA payable from and secured by the revenues
and receipts derived from the sale of capacity and energy and transmission service and other
benefits attributable to such ownership interest in the Additional Facilities, and other available
funds of IPA with respect to the Additional Facilities pledged therefor, including without
limitation amounts paid to IPA under power sales contracts with respect to its ownership
interest in the Additional Facilities, subject, however, to the application of such revenues,
receipts and other funds to the purposes and on the terms and conditions set forth in the bond or
note resolutions of IPA securing such bonds or notes and as required by the Act. IPA will, prior
to the commencement of construction of Additional Facilities in which it will have an
ownership interest, enter into power sales contracts with such public entities, including, without
limitation, the parties to this Agreement that desire to obtain any contractual rights with respect
to the Additional Facilities, or private entities that may qualify as purchasers of power and
energy from the Additional Facilities under the Act and any other applicable law for all of the
planned capacity with respect to IPA's ownership interest in the Additional Facilities 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 revenues with respect to IPA's ownership interest in the Additional Facilities.
The price to be paid for capacity and energy and transmission service and other benefits
from the Project or any ownership interest of IPA in Additional Facilities allocated to any
purchaser, except the participating agencies within the State, shall include the amount
necessary to provide for payments of the in lieu fee provided for in the Act with respect to the
Project or such ownership interest in Additional Facilities, respectively and as applicable.
No party to this Agreement shall be liable for any bond, note, indebtedness or other
obligation incurred by IPA, nor liable for the indebtedness of any other party to this
Agreement, nor liable for any indebtedness or other obligation with respect to the Project or
any Additional Facilities other than, with respect to the Project, the obligations of such party
7 8049973_4
arising under its power sales contract with IPA for Project capacity or, with respect to any
Additional Facilities, the obligations of such party under any power sales contract or any other
contract it may enter into with IPA with respect to such Additional Facilities.
IPA shall annually adopt a budget for the ensuing year with respect to the Project which
shall set forth in reasonable detail estimates of revenues and operating and maintenance
expenses of the Project; debt service and reserve requirements, payments with respect to
renewals and replacements for the Project and contingency reserves therefor; and such other
items and matters as shall be required pursuant to its Project power sales contracts and Project
bond resolution. Such budget shall be adopted and may be amended from time to time in the
manner provided in such Project power sales contracts and Project bond resolution. If IPA
acquires an ownership interest in any Additional Facilities, IPA shall annually adopt a separate
budget for the ensuing year with respect to such ownership interest, which shall set forth in
reasonable detail estimates of revenues and operating and maintenance expenses attributable to
IPA's ownership interest in the Additional Facilities; debt service and reserve requirements,
payments with respect to renewals and replacements attributable to IPA's ownership interest in
the Additional Facilities and contingency reserves therefor; and such other items and matters as
shall be required pursuant to its Additional Facilities power sales contracts and Additional
Facilities bond resolution(s). Such budget shall be adopted and may be amended from time to
time in the manner provided in such Additional Facilities power sales contracts and Additional
Facilities bond resolution(s).
IPA shall be authorized to accept payments-in-aid of construction for any facility of the
Project or Additional Facilities and to enter into agreements with respect thereto. No such
payments-in-aid of construction or agreement with respect thereto shall change or otherwise
affect IPA's ownership of such facility or any of its rights and obligations with respect to such
facility and any such payments-in-aid of construction or agreement with respect thereto shall be
in compliance with all agreements relating to the Project or Additional Facilities, as applicable.
ARTICLE 8
DISPOSITION OF ASSETS
Upon termination of this Agreement pursuant to Article 3 hereof, the net assets, if any,
of IPA shall be distributed pro rata among the parties hereto in accordance with their respective
capacity entitlements from the Project existing immediately prior to the closure of the Project.
ARTICLE 9
RELATIONSHIP AND OBLIGATIONS
The parties who are signatories hereto shall not be deemed to be partners, joint
venturers, or associated in any manner which obligates one party for the debts, defaults or
miscarriages of any other party, nor to render any party liable for obligations of IPA.
8 8049973_4
ARTICLE 10
AMENDMENTS
This 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 party hereto to any dues,
assessments or liability without its consent thereto. Proper amendments may be adopted by the
submission of the proposed amendment to the duly convened Board of Directors for approval
of the Board by resolution passed by the affirmative vote of at least two-thirds of the Directors
present and voting and thereafter by submission to the governing bodies of the parties hereto
for written approval thereof by at least two-thirds of the parties hereto. Such amendment shall
become effective upon the execution by the party whose signing accomplishes approval by at
least two-thirds of the parties hereto; and the filing of the amendment with the keeper of public
records of each of the parties hereto.
ARTICLE 11
EXECUTION OF COUNTERPARTS
This Agreement may be executed in any number of counterparts each of which shall
constitute an original.
ARTICLE 12
GOVERNING LAW
This 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.
ARTICLE 13
SEVERABILITY
Should any party, term, or provision of this 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.
ARTICLE 14
ADDITIONAL FACILITIES AS SEPARATE PROJECTS
IPA is hereby authorized to conduct studies, engage in planning and take such other
appropriate action as shall be necessary or desirable to establish the legal, financial or technical
feasibility of, and to determine participation in, one or more additional generating units, which,
together with the generating capacity of the Project, shall not exceed an aggregate of 4,000
megawatts (exclusive of any increases to the initial generating capacity of any generating unit
9 8049973_4
resulting from technological advances, increases in efficiency or other causes), and related
transmission and other facilities, if any, to be located at or connected to the site of the Project
(such additional generating unit(s) and facilities are referred to in this Agreement as
"Additional Facilities"). If any Additional Facilities are constructed, IPA may acquire an
ownership interest therein, which may be an undivided ownership interest of a specified
percentage. IPA's ownership interest in any Additional Facilities shall constitute a separate
project for all purposes.
IN WITNESS WHEREOF, this party hereto has caused this Agreement to be executed
and attested by its proper officers, thereunto duly authorized, and its official seal affixed hereto,
pursuant to a resolution of its governing body, and deems itself bound hereby with all other
parties executing a counterpart hereof or supplement hereto.
[Name of Utah Municipality]
________________________________
(Title)
ATTEST:
________________________________
(Title)
Heber Light & Power Company
Kelleen Potter, Chair
Board of Directors
ATTEST:
Karly Schindler, Board Secretary
DRAFT
1
RESOLUTION NO. _____
APPROVAL OF THE FIFTH AMENDMENT
TO INTERMOUNTAIN POWER AGENCY ORGANIZATION AGREEMENT
On motion of ____________________, seconded by ______________________, at a
meeting of the Board of Directors of Heber Light & Power Company, a Utah energy services
interlocal entity (the “HLP Board”), held the 18th day of April 2018, the following Resolution
was duly adopted:
WHEREAS, Heber Light & Power Company (the “Company”) and certain other Utah
municipalities (the “Members”) are parties to that certain Intermountain Power Agency
Organization Agreement dated as of May 10, 1977 (as amended by that certain First Amendment
to Intermountain Power Agency Organization Agreement dated February 1, 1983, that certain
Second Amendment to Intermountain Power Agency Organization Agreement dated as of March
26, 1990, that certain Third Amendment to Intermountain Power Agency Organization
Agreement dated as of January 21, 2003, and that certain Fourth Amendment to Intermountain
Power Agency Organization Agreement dated as of November 26, 2013, the “Organization
Agreement” and such amendments being, collectively, the “Prior Amendments”), pursuant to
which Intermountain Power Agency (“IPA”) was organized and the existence of which has
continued for, among other purposes, facilitating a joint and cooperative action of the Members
to undertake and finance facilities to generate electricity to be known as the Intermountain Power
Project (the “Project”); and
WHEREAS, at least two-thirds of the members of the IPA Board of Directors present and
voting at a duly constituted meeting thereof have approved and recommended the amendment of
the Organization Agreement as set forth in the Fifth Amendment to IPA Organization Agreement
in the form set forth on Exhibit A attached hereto (as conformed for execution by the Company,
the “Fifth Amendment”); and
WHEREAS, an amendment to the Organization Agreement may be effective only after
the following have occurred (the date of the last to occur of the following being the “Effective
Date”): (a) approval of such amendment by the affirmative vote of at least two-thirds of the
members of the Board present and voting at a duly constituted meeting thereof; (b) receipt of the
written approval of such amendment of not less than two-thirds of the Members following
submittal of such amendment to governing bodies of the Members; (c) execution of such
amendment by the authorized officers of such approving Members; and (d) filing of such
amendment with the keeper of public records of each of the Members; and
WHEREAS, the IPA Board of Directors has submitted to the HLP Board, and
recommended that the HLP Board approve, and the HLP Board has reviewed and discussed the
Fifth Amendment.
BE IT RESOLVED, that after due consideration and discussion, the HLP Board hereby
approves the Fifth Amendment; and
2
BE IT FURTHER RESOLVED, that the HLP Board hereby approves and ratifies
execution and delivery of, performance under and carrying out and consummation of the
transactions contemplated by the Organization Agreement, as amended by the Prior
Amendments, and as amended by, as of the Effective Date, the Fifth Amendment; and
BE IT FURTHER RESOLVED, that the HLP Board hereby authorizes and directs the
Company’s Representative (the “Representative”) and the Company’s Secretary (the
“Secretary”) to execute and deliver the Fifth Amendment, to perform under the Fifth
Amendment and the Organization Agreement, as amended by the Fifth Amendment, and carry
out and consummate the transactions contemplated by the Fifth Amendment and the
Organization Agreement, as amended by the Fifth Amendment, all on behalf of the Company
and to take or cause to be taken such other action as may be necessary or desirable in order to
make the Fifth Amendment and the Organization Agreement, as amended by the Fifth
Amendment, effective and to perform under the Fifth Amendment and the Organization
Agreement, as amended by the Fifth Amendment including, without limitation, filing the
Organization Agreement, the Prior Amendments and the executed Fifth Amendment with the
keeper of public records of the Company; and
BE IT FURTHER RESOLVED, that the HLP Board hereby approves of the dating of the
Fifth Amendment as of the date determined by IPA to be the date on which the conditions to the
effectiveness of the Fifth Amendment were satisfied; and
BE IT FURTHER RESOLVED, that the Representative and the Secretary are hereby
authorized and directed to execute and deliver on behalf of Company such documents,
certificates, instruments, notices, opinions and agreements as may be deemed by the
Representative to be necessary or appropriate to give effect to the Fifth Amendment and the
Organization Agreement, as amended by the Fifth Amendment, and the provisions of the
Resolution.
HEBER LIGHT & POWER COMPANY
Kelleen Potter, Board Chair
ATTEST:
_____________________________
Karly Schindler, Board Secretary
10869826_1
Exhibit A
Fifth Amendment to Intermountain Power Agency Organization Agreement
[see attached]
FIFTH AMENDMENT TO
INTERMOUNTAIN POWER AGENCY
ORGANIZATION AGREEMENT
THIS FIFTH AMENDMENT TO INTERMOUNTAIN POWER AGENCY
ORGANIZATION AGREEMENT, is entered into as of [________________________, 2018],
by and among the parties listed on Appendix A attached hereto (such parties being, individually,
a “Member” and, collectively, the “Members”) (this “Fifth Amendment”).
Recitals
A. Pursuant to the provisions of Utah Laws of 1977, Chapter 47, Section 3, as
amended, the Members have entered into that certain Intermountain Power Agency Organization
Agreement dated as of May 10, 1977 as such agreement has been amended by the requisite
number of the Members pursuant to that certain First Amendment to Intermountain Power
Agency Organization Agreement dated as of February 1, 1983 (the “First Amendment”), that
certain Second Amendment to Intermountain Power Agency Organization Agreement dated as of
March 26, 1990 (the “Second Amendment”), that certain Third Amendment to Intermountain
Power Agency Organization Agreement dated as of January 21, 2003 (the “Third Amendment”),
and that certain Fourth Amendment to Intermountain Power Agency Organization Agreement
dated as of November 26, 2013 (the “Fourth Amendment” and together with the First
Amendment, the Second Amendment and the Third Amendment, collectively, the “Prior
Amendments,” and such agreement, as amended by the Prior Amendments, being the “Original
Organization Agreement”) resulting in the valid creation and continuation of the existence of
Intermountain Power Agency (“IPA”), as a legal entity for purposes of the Interlocal
Cooperation Act, Title 11, Chapter 13, Utah Code Annotated 1953, as amended (the “Act”).
B. The Board of Directors of IPA (the “Board of Directors”) has recommended that
the Members amend the Original Organization Agreement to: (1) specify IPA’s authority to
own, acquire, develop, finance, and/or operate the Project and Additional Facilities, including
with respect to impacts of such, as permitted under the Act, and specify the Members’ rights with
respect to the acquisition or development of Additional Facilities; (2) limit the ability of the
Members to assign their membership in IPA without the prior written approval of the Board of
Directors; (3) clarify the circumstances in which the termination of a Member’s power sales
contract will terminate the membership of such Member; (4) prohibit the simultaneous service of
a member of the Board of Directors on an executive committee of the board of directors or other
governing body of another interlocal entity that is involved in the generation, production, sale,
transmission, or distribution of electric power; (5) provide the opportunity for an individual who
is the subject of a motion to be removed from the Board of Directors to be heard prior to the vote
on such motion; (6) harmonize the provisions relating to vacancies on the Board of Directors
with related provisions contained in IPA’s Bylaws (as defined below); (7) conform the Original
Organization Agreement to the provisions of the Act by requiring that a majority of the Members
must elect the members of the Board of Directors; (8) clarify the authority of the Board of
Directors to indemnify, reimburse, and otherwise limit the liability of both the members of the
2
Board of Directors and officers of IPA consistent with the provisions of the Act; (9) specify the
duties of the members of the Board of Directors; (10) provide expressly for the Board of
Directors to determine the manner for financing the Project in the future; (11) permit the use of
segments as authorized by the Act; (12) grant the Board of Directors certain authority to
determine the capacity entitlement of each of the Members in the event of termination or
dissolution of the Project; and (13) make minor technical changes to the Original Organization
Agreement.
C. This Fifth Amendment does not jeopardize or adversely affect the existing
contracts, notes, bonds or other evidence of indebtedness of IPA.
D. The Members desire and have determined that it is in their respective best
interests to amend the Original Organization Agreement on the terms and conditions set forth
below.
Agreement
NOW THEREFORE, in consideration of the foregoing recitals (which are incorporated
into and made a part of this Fifth Amendment and acknowledged to be true and correct) and
other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Members agree as follows:
1. Amendment of Article 1. The first paragraph of Article 1 of the Original
Organization Agreement is hereby amended and restated in its entirety as follows:
The purposes of this Agreement and of the political subdivision of the
State of Utah created hereunder and of the joint or cooperative action of the
parties to this Agreement are to: (1) own, acquire, develop, finance, and/or
operate, or cause to be owned, acquired, developed, financed, and/or operated, a
facility to generate and deliver electricity to be known as the Intermountain Power
Project consisting of an electric generation facility located in south central Utah
and other facilities relating thereto (as such project may be described from time to
time by the Board of Directors, as defined in Article 5 below, the “Project”),
including without limitation: (a) transmission and other facilities located within
and without the State as necessary to satisfy IPA’s obligations pursuant to power
sales contracts or transmission service agreements for the delivery to purchasers
of energy from the Project or for the provision of capacity (including, without
limitation, generation capacity and transmission capacity) in such facilities to the
purchasers of such capacity; (b) facilities for the exploration, development,
extraction, production, processing, delivery, transmission, transporting and
storage of fuel or other sources of power generation for the Project or other inputs
required for generating and delivering electric power; and (c) wells, reservoirs,
and other facilities for the collection, storage and supply of water for the Project;
(2) own, acquire, develop, finance, and/or operate, or cause to be owned,
acquired, developed, financed, and/or operated, Additional Facilities (as
hereinafter defined), if any; and (3) provide assistance to local communities in
providing for facilities required for personnel involved with the construction,
other development and operation of the Project and the Additional Facilities, if
any, and assume responsibility for and alleviate impacts of the Project and/or the
Additional Facilities and the construction, other development and operation of
such, as permitted under applicable law. For purposes of this Agreement, (a) the
term “acquire” means to acquire, purchase, lease, enter into common facilities or
supply arrangements and/or otherwise obtain any ownership; (b) the term
“develop” means to develop, undertake, study, plan, take other appropriate action
as necessary or desirable to establish the legal, financial or technical feasibility of,
determine participation in, engineer, design, construct, install, refurbish, enhance,
modify, update, upgrade, improve, add, convert, redesign, reconstruct, restore,
power, repower, retire, remediate, reclaim, replace, remove, demolish and/or
decommission; (c) the term “operate” means to operate, maintain, repair,
administer, manage, control and/or provide electrical service to; (d) the term
“own” means to own, lease and/or otherwise hold any ownership, leasehold or
4
possessory interest or any other right to use, develop, operate or otherwise realize
any benefit from; (e) the terms “acquisition,” “development,” “operation,” and
“ownership” mean the nominal forms of acquire, develop, operate and own,
respectively (as “acquire,” “develop,” “operate,” and “own” are defined,
respectively, in this Agreement); and (f) the term “power sales contract” means,
individually, each contract for the sale of power, capacity (including, without
limitation, generation capacity and transmission capacity) and/or output with
respect to which IPA is the seller, including without limitation, each power sales
contract and each renewal power sales contract, as each such contract may be
amended from time to time; provided that with respect to Additional Facilities
that do not include generation capacity, such term also means the transmission
service agreement or other agreement pursuant to which IPA sells entitlements in
the capacity of such Additional Facilities.
2. Amendment of Article 2. Article 2 of the Original Organization Agreement is
hereby amended and restated in its entirety as follows:
ARTICLE 2
EFFECTIVE DATE AND ORIGINAL PARTIES
This Agreement shall become effective on June 15, 1977. The parties to
this Agreement are (such parties being referred to in this Agreement from time to
time, individually, as a “Member” and, collectively, as the “Members”):
Beaver City Corporation Lehi City Corporation
Bountiful, a Municipal
Corporation
City of Logan
City of Enterprise Meadow Town Corporation
Ephraim City Corporation Monroe City Corporation
Fairview City Corporation Morgan City Corporation
Fillmore City Corporation Mt. Pleasant City Corporation
Heber Light & Power Company Murray City Corporation
Holden Town Corporation Oak City Town Corporation
City of Hurricane Parowan City Corporation
Hyrum City Corporation Price Municipal Corporation
Kanosh Town Corporation Spring City Corporation
Kaysville City Corporation
No Member may assign, directly or indirectly, such Member’s
membership in IPA or any other right, title or interest in or to this Agreement
(including without limitation, for collateral purposes) without (1) obtaining the
prior written approval of the Board of Directors authorizing such assignment (the
withholding of which approval shall have a rational basis), and (2) following
receipt of such approval, if any, assigning simultaneously to the assignee
approved by the Board of Directors all of such Member’s right, title and interest
5
in and to (a) this Agreement (including without limitation, such Member’s
membership in IPA), (b) each of such Member’s power sales contracts in effect at
the time of such assignment and as amended from time to time, subject to
compliance with the provisions of such power sales contracts that govern the
assignment of such power sales contracts, and (c) all other agreements relating to
the Project and/or Additional Facilities to which such Member is a party and
which are in effect at the time of such assignment, subject to compliance with the
provisions of such agreements that govern the assignment of such agreements.
Any attempt to assign any right, title or interest of a Member in or to this
Agreement (including without limitation, such Member’s membership in IPA)
without such approval from the Board of Directors shall be void ab initio.
At any time following the termination of the last of a Member’s power
sales contracts previously remaining in effect with respect to such Member (the
date as of such termination being, with respect to such Member, the “Contract
Termination Date”), the Board of Directors may determine that such Member
shall cease to be a party to this Agreement and shall cease to be a Member as of
any date on or following such Member’s Contract Termination Date as
determined by the Board of Directors (the date as of which such Member shall
cease to be a Member pursuant to such determination by the Board of Directors
being, with respect to such Member, the “Membership Termination Date”). If the
simultaneous expiration or earlier simultaneous termination of two or more power
sales contracts would, but for the application of this sentence, result in the
Membership Termination Date of all Remaining Members (as defined below),
such expiration or termination shall not result in the Membership Termination
Date of any of such Remaining Members. As of and from and after such
Member’s Membership Termination Date: (a) all such Member’s right, title and
interest in and to this Agreement shall be extinguished as of such Member’s
Membership Termination Date; (b) all other Members with respect to which a
Membership Termination Date has not occurred (each, individually, a
“Remaining Member” and, collectively, the “Remaining Members”) shall
constitute, collectively, one hundred percent of the members of IPA and the
holders of one hundred percent of the right, title and interest in and to this
Agreement; (c) for purposes of this Agreement, the term “Members” shall refer to
all Remaining Members, as determined after giving effect to such Member’s
Membership Termination Date; and (d) without the need for any additional action,
approval or consent, IPA shall be authorized to execute a modification of this
Article 2 to reflect the termination of such Member’s status as a Member.
Notwithstanding the occurrence of a Member’s Membership Termination Date,
including without limitation, the termination of such Member’s status as a
Member, such Member shall continue to be liable for such Member’s obligations
to IPA under this Agreement that have accrued prior to such Member’s
Membership Termination Date.
6
3. Amendment of Article 5.
(a) The second paragraph of Article 5 of the Original Organization Agreement is
hereby amended and restated in its entirety as follows:
The business and affairs of IPA shall be governed, controlled, directed,
managed, administered and regulated by a board of directors (the “Board of
Directors”). The Board of Directors shall have such duties and powers, and may
take any action, as may be necessary or desirable to accomplish the purposes set
forth in this Agreement, except as may be contrary to the laws of the State of Utah
or this Agreement. Without limiting the foregoing, (1) the Board of Directors
shall exercise on behalf of IPA all of the powers of IPA provided by this
Agreement or under the laws of the State of Utah; and (2) the Board of Directors
may delegate any or all of the powers of IPA to one or more committees of the
Board of Directors or one or more employees, agents or contractors of IPA and
may authorize one or more of such committees, employees, agents, or contractors
to act for and on behalf of IPA.
(b) The third paragraph of Article 5 of the Original Organization Agreement
is hereby amended and restated in its entirety as follows:
The Board of Directors shall be composed of seven persons (each, a
“Director”), who shall, except as expressly provided otherwise in this Agreement,
be elected by the representatives and shall serve staggered terms. For the initial
term of office, one Director shall be elected for a term ending December 31, 1978,
two Directors shall be elected for a term ending December 31, 1979, two
Directors shall be elected for a term ending December 31, 1980, and two
Directors shall be elected for a term ending December 31, 1981. Thereafter,
Directors shall be elected for four-year terms and may be re-elected. To be
eligible to serve as a Director, a person shall, at all times during which he holds
the office of Director, be a representative and either: (a) reside within the
boundaries of the Member that is represented by such representative; (b) receive
electrical service at his principal residence from a municipal electric system
owned by the Member that is represented by such representative; or (c) be
employed by the Member that is represented by such representative on a basis
such that it is reasonably expected that the representative will provide to such
Member not less than 1,000 hours of paid service in each 12-month period.
Unless otherwise approved by a majority of the Directors then serving on the
Board, no Director may concurrently serve as a member of an executive
committee (e.g., Chairman, Vice-Chairman, Secretary, or Treasurer) of the board
of directors or other governing body of any interlocal entity (other than IPA, any
Segment (as defined below), any Member of which such Director is a
representative under this Agreement, any interlocal entity of which such Member
is the sole member and any association of which IPA is a member), that is
involved in any way with the generation, production, transmission, distribution or
sale of electric power or that was formed as an association to advocate for or
7
represent electric power generators, producers, transmitters, distributors, sellers,
purchasers or users of electric power. Any Director who, prior to the end of his
term as a Director, ceases to qualify as a Director under any criteria set forth in
this Agreement shall, upon and as of the date of a determination of the Board of
Directors that he has ceased to so qualify, cease to be a Director and the
directorship held by such Director shall become vacant. Any Director who is the
subject of a motion to make such a determination shall be given an opportunity to
be heard at the meeting of the Board of Directors at which such motion is made.
Such opportunity to be heard shall be after the making of such motion but before
the Board of Directors votes on such motion. Such a determination shall not be
required in the event of a Director’s resignation, removal by the representatives,
death or incapacity.
(c) The fourth through seventh paragraphs of Article 5 of the Original
Organization Agreement are hereby amended and restated in their entirety as follows:
At any duly called regular meeting or at any duly called special meeting of
the representatives at which a quorum is present, any one or more of the Directors
may be removed by two-thirds or more of the votes cast at such meeting and a
successor may then and there be elected to fill the vacancy thus created. Any
Director whose removal has been proposed by the representatives shall be given
an opportunity to be heard at the meeting at which such proposal is made. Such
opportunity to be heard shall occur after the proposal is made but before the
representatives take action on such proposal. Any directorship to be filled by
reason of an increase in the number of Directors shall be filled by election at an
annual meeting or at a special meeting of the representatives called for such
purpose. Any Director may resign from the Board of Directors at any time in the
manner and with the effect provided in the Bylaws (as defined below).
A vacancy on the Board of Directors caused by the resignation,
disqualification, removal, death or incapacity of a Director, or for any other cause
whatsoever (such Director, subject to the following exceptions, being a “Former
Director”), with the exception of a vacancy caused by the removal of a Director
that is concurrently filled by the election of the representatives pursuant to this
Agreement or a vacancy created by an increase in the number of Directors, shall
be filled on an interim basis until the next succeeding annual meeting of IPA by a
person elected by the Board of Directors at a meeting of the Board of Directors
held within a reasonable time following the occurrence of such vacancy and
otherwise in accordance with the Bylaws; provided, however, that if such next
succeeding annual meeting occurs in the same year in which the Former
Director’s term of office as a Director expires, then the Director selected to fill
such vacancy shall continue in office until the time specified in the Bylaws and
any vacancy arising at such time shall be filled as provided in the Bylaws. Any
vacant position filled by the Board of Directors shall again become vacant as of
the next succeeding annual meeting of IPA, except as otherwise provided in the
preceding sentence. In the case of a position becoming vacant at such next
8
succeeding annual meeting, such position shall, at such meeting, be filled for the
balance of the unexpired term, if any, by the vote of the representatives. At all
times, a majority of the Directors shall have been elected, appointed, or selected
by Member representatives of Utah public agencies (as defined in the Act).
Notwithstanding anything to the contrary in this Agreement, if the election by the
Board of Directors of a person to fill a vacancy would result in less than a
majority of the Directors then in office having been elected by the Member
representatives of Utah public agencies, such vacancy shall be filled by election at
an annual meeting or at a special meeting of the Member representatives of Utah
public agencies called for such purpose. Any directorship to be filled by reason
of an increase in the number of Directors shall be filled in the manner provided in
the Bylaws.
The Board of Directors may adopt, and amend from time to time, bylaws
(as adopted and amended, the “Bylaws”) and provide in agreements, policies or
procedures consistent with the Bylaws, which Bylaws, agreements, policies and
procedures, to the extent consistent with this Agreement or the laws of the State
of Utah, may provide, among other things, as the Board of Directors shall
determine from time to time, (i) rules governing regular meetings and special
meetings of the representatives and of the Board of Directors; (ii) for the annual
meeting of IPA, which shall be deemed a regular meeting of the representatives;
(iii) quorum and voting requirements; (iv) for the establishment of offices; (v) for
the indemnification of Directors and of officers of IPA (each, an “Officer”);
(vi) for the limitation of liability of Directors and Officers to IPA or the Members
or both; and (vii) for such other matters as the Board of Directors may determine.
Each Director and each Officer shall owe a fiduciary duty (as defined in
the Act) to IPA. Each Director’s and each Officer’s fiduciary duty shall consist of
the duties of such Director or such Officer under the Fiduciary Duty Policy of IPA
adopted by the Board of Directors at any time and as amended from time to time;
provided, however, that such Fiduciary Duty Policy, and any amendments thereto,
shall become effective only upon approval of a majority of the votes cast at any
duly called regular meeting or duly called special meeting of the representatives at
which a quorum is present.
Notwithstanding any other provision of this Agreement but without
limiting the authority granted to the Board of Directors in any other paragraph of
this Article 5, (a) no Director or Officer shall be liable to IPA or any Member
unless (i) the Director or the Officer breaches a fiduciary duty that the Director or
the Officer owes to IPA or the Member, and (ii) such breach constitutes gross
negligence, willful misconduct, or intentional infliction of harm on IPA or the
Member; and (b) to the extent a Director or Officer would otherwise be liable
under the foregoing clause (a), no Director or Officer shall be liable to IPA or any
Member for any monetary damages, except to the extent of monetary damages
arising out of: (i) a breach of the Director's or Officer’s fiduciary duty; (ii) an
intentional infliction of harm on IPA or the Member; (iii) improper financial
9
benefit; (iv) willful misconduct that constitutes an intentional violation of criminal
law; or (v) any other circumstance or occurrence with respect to which, under
applicable law as in effect from time to time, the limitation of a Director's or
Officer’s liability as provided in this paragraph is impermissible.
Neither anything in this Article 5 nor any action taken by or with respect
to IPA, any Segment (as hereinafter defined), a Director or an Officer pursuant to
Section 11-13-607 of the Act shall constitute a waiver of any immunity or defense
available to or with respect to IPA, any Segment, a Director or an Officer under
Title 63G, Chapter 7, the Governmental Immunity Act of Utah (or any successor
statute) (the “Governmental Immunity Act”). Clauses (a) and (b) in the
immediately preceding paragraph apply only to the extent that IPA, a Director or
an Officer is otherwise subject to liability under the Governmental Immunity Act.
For purposes of this Article 5, the duties of any Director or Officer under
this Agreement shall consist of the following: (a) any fiduciary duty; (b) any other
duty expressly set forth in (i) this Agreement or the Bylaws, and (ii) any
agreement between IPA and the Director or Officer; and (c) each duty that applies
to IPA under Title 67, Chapter 16, Utah Public Officers’ and Employees’ Ethics
Act (or any successor statute).
4. Amendment of Article 6.
(a) Clause (1) of Article 6 of the Original Organization Agreement is hereby
amended and restated in its entirety as follows:
(1) own, acquire, develop, finance, and/or operate, or cause to be owned,
acquired, developed, financed, and/or operated, any facility or improvement of the
Project or any Additional Facilities;
(b) The last sentence of Article 6 is hereby amended and restated in its entirety as
follows:
To the extent not already provided in this Agreement, IPA shall have the power to
sell, transfer, convey, lease, make available, develop and operate the Project, the
Additional Facilities and/or any portion of or interest in either of the foregoing, as
approved by the Board of Directors, including without limitation, to use, as
approved by the Board of Directors, any fuel source or other input or technology
to generate electric power at the Project.
5. Amendment of Article 7.
(a) The first sentence of the first paragraph of Article 7 of the Original Organization
Agreement is hereby amended and restated in its entirety as follows:
10
The Project, including without limitation, any ownership, acquisition,
development, and/or operation of the Project, (1) was initially financed by the
issuance of bonds, notes and other evidence of indebtedness of IPA, and (2) may
from time to time, after such initial financing, be financed, as determined by the
Board of Directors, by the issuance of bonds, notes, or other evidence of
indebtedness of IPA payable from and secured by the revenues, income, rents and
receipts derived or to be derived from the sale of capacity and energy and
transmission service and other benefits of the Project, and other available funds of
IPA pledged to secure such indebtedness, including without limitation, amounts
paid to IPA under power sales contracts with respect to the Project, subject,
however, to the application of such revenues, income, rents, receipts, and other
funds to the purposes and on the terms and conditions set forth in the bond or note
resolutions of IPA securing such bonds, notes, or other evidence of indebtedness
and as required by the Act.
(b) The second through sixth paragraphs of Article 7 of the Original Organization
Agreement are hereby amended and restated in their entirety as follows:
If IPA engages in an Additional Facilities Undertaking (as defined below),
such Additional Facilities Undertaking may be financed by the issuance of bonds,
notes, or other evidence of indebtedness of IPA payable from and secured by the
revenues, income, rents and receipts derived or to be derived from the sale of
capacity and energy and transmission service and other benefits attributable to
such Additional Facilities Undertaking, and other available funds of or financing
by IPA with respect to the Additional Facilities or interest pledged to secure such
indebtedness, including without limitation, amounts paid to IPA under power
sales contracts with respect to any ownership interest of IPA in the Additional
Facilities, subject, however, to the application of such revenues, income, rents,
receipts, and other funds to the purposes and on the terms and conditions set forth
in the bond or note resolutions of IPA securing such bonds, notes, or other
evidence of indebtedness and as required by the Act. IPA will, prior to the
commencement of construction of Additional Facilities in which it will have an
ownership interest (other than Leased Facilities, as defined below), enter into
power sales contracts with respect to such Additional Facilities with one or more
Qualified Purchasers (as defined below) for all of the planned capacity with
respect to IPA's ownership interest in the Additional Facilities on such terms as
will produce sufficient revenues, income, rents, receipts, and other funds to meet
and pay all operating and maintenance expenses, debt service, and reserve
requirements, and all other charges or liens whatsoever payable from the
revenues, income, rents, receipts, and other funds with respect to IPA's ownership
interest in the Additional Facilities. For purposes of this Agreement, (x) the term
“Additional Facilities Undertaking” means the ownership, acquisition,
development, and/or operation, or causing the ownership, acquisition,
development, and/or operation, of one or more Additional Facilities, or any
interest in such Additional Facilities; and (y) the term “Qualified Purchaser”
means, with respect to any Additional Facilities, each public entity, including
11
without limitation, each party to this Agreement that desires to obtain any
contractual rights with respect to such Additional Facilities, or private entities that
may qualify as purchasers of capacity and energy from such Additional Facilities
under the Act and any other applicable law. In connection with any Additional
Facilities Undertaking or any similar activity, the Board of Directors may utilize
any statutory authority now or hereafter enacted for the purpose of facilitating the
separation or segmentation of one or more assets and/or the limitation or
segmentation of one or more liabilities associated with such Additional Facilities
Undertaking or similar activity and may take all actions permitted under law to
effect and/or that relate to such separation, limitation and/or segmentation (each
such separation, limitation or segmentation being a “Segment”). A Segment shall
not be governed by this Agreement to the extent determined by the Board of
Directors at the time the Segment is created and the governance, operation and all
other matters related to a Segment shall be as set forth in the organizing resolution
of the Segment.
The price to be paid for capacity and energy and transmission service and
other benefits from the Project or any Additional Facilities Undertaking allocated
to any purchaser, except the participating agencies within the State, shall include
the amount necessary to provide for payments of the in lieu fee provided for in the
Act with respect to the Project or such Additional Facilities Undertaking,
respectively and as applicable.
No party to this Agreement shall be liable for any bond, note, indebtedness
or other obligation incurred by IPA, nor liable for the indebtedness of any other
party to this Agreement, nor liable for any indebtedness or other obligation with
respect to the Project or any Additional Facilities Undertaking other than, with
respect to the Project, the obligations of such party arising under each power sales
contract to which it is a party with IPA for Project capacity or output or, with
respect to any Additional Facilities, the obligations of such party under any power
sales contract or any other contract it may enter into with IPA with respect to such
Additional Facilities.
IPA shall annually adopt a budget for the ensuing year with respect to the
Project which shall set forth in reasonable detail estimates of revenues and
operating and maintenance expenses of the Project; debt service and reserve
requirements, payments with respect to renewals and replacements for the Project
and contingency reserves therefor; and such other items and matters as shall be
required pursuant to its Project power sales contracts and Project bond resolution.
Such budget shall be adopted and may be amended from time to time in the
manner provided in such Project power sales contracts and Project bond
resolution. If IPA acquires an ownership interest in any Additional Facilities, IPA
shall annually adopt a separate budget for the ensuing year with respect to such
ownership interest, which shall set forth in reasonable detail estimates of revenues
and operating and maintenance expenses attributable to IPA's ownership interest
in the Additional Facilities; debt service and reserve requirements, payments with
12
respect to renewals and replacements attributable to IPA's ownership interest in
the Additional Facilities and contingency reserves therefor; and such other items
and matters as shall be required pursuant to its Additional Facilities power sales
contracts and Additional Facilities bond resolution(s). Such budget shall be
adopted and may be amended from time to time in the manner provided in such
Additional Facilities power sales contracts and Additional Facilities bond
resolution(s).
IPA shall be authorized to accept payments-in-aid of construction or other
development for any facility of the Project or Additional Facilities Undertaking
and to enter into agreements with respect thereto. No such payments-in-aid of
construction or other development or agreement with respect thereto shall change
or otherwise affect IPA's ownership of such facility or any of its rights and
obligations with respect to such facility and any such payments-in-aid of
construction or other development or agreement with respect thereto shall be in
compliance with all agreements relating to the Project or Additional Facilities
Undertaking, as applicable.
6. Amendment of Article 8. Article 8 of the Original Organization Agreement is
hereby amended and restated in its entirety as follows:
ARTICLE 8
DISPOSITION OF ASSETS
Upon termination of this Agreement pursuant to Article 3 hereof, the net
assets, if any, of IPA shall be distributed pro rata among the Members in
accordance with their respective capacity entitlements from the Project and
Additional Facilities, if any, as most recently in effect prior to such termination.
For purposes of this Article 8, the term capacity entitlement shall refer to a
Member’s generation entitlement share identified in each of such Member’s
power sales contracts in effect at the time of such termination. In the event of a
dispute regarding the determination of a Member’s capacity entitlement for
purposes of this Article 8, such dispute shall be resolved as determined by the
Board of Directors so long as such determination has a rational basis in the power
sales contracts to which the Members and IPA are parties.
7. Amendment of Article 14. Article 14 of the Original Organization Agreement is
hereby amended and restated in its entirety as follows:
ARTICLE 14
ADDITIONAL FACILITIES AS SEPARATE PROJECTS
IPA is hereby authorized to conduct studies, engage in planning and take
such other appropriate action as shall be necessary or desirable to establish the
legal, financial or technical feasibility of, and to determine participation in, one or
13
more additional generating units, which, together with the generating capacity of
the Project, shall not cause IPA’s ownership interest in generating facilities to
exceed an aggregate of 4,000 megawatts (exclusive of any increases to the initial
generating capacity of any generating unit resulting from technological advances,
increases in efficiency or other causes and exclusive of any Leased Facilities), and
related transmission, delivery and other facilities, if any, to be located at or
connected to the site of the Project (such additional generating unit(s) and
facilities are referred to in this Agreement as "Additional Facilities"). If any
Additional Facilities are developed, IPA may acquire ownership of all or a portion
of such Additional Facilities, which may be, among other types of interest, an
undivided ownership interest of a specified percentage. IPA's ownership interest
in any Additional Facilities shall constitute a separate project for all purposes
unless otherwise determined by the Board of Directors. For purposes of this
Agreement, the term “Leased Facilities” means a third party’s generating unit in
which IPA has a reversionary interest under a lease, a site agreement or similar
agreement and any such generating unit that IPA obtains pursuant to such
reversionary interest.
8. Addition of Article 15. The Original Organization Agreement is hereby
amended by adding a new Article 15, as follows:
ARTICLE 15
GENDER
Whenever required by the context in this Agreement, the singular shall include the plural,
the plural the singular, and one gender shall include all genders.
9. Status of Organization Agreement. Except as amended by this Fifth
Amendment, the Original Organization Agreement shall remain in full force and effect and the
Original Organization Agreement, as so amended, is hereby confirmed, and all findings and
determinations heretofore made by each Member relating thereto are hereby ratified and
confirmed. All Prior Amendments are hereby ratified and confirmed as being in full force and
effect.
10. Counterparts. This Fifth Amendment may be executed in any number of
counterparts, each of which shall constitute an original and all of which taken together shall
constitute one instrument.
11. Capitalized Terms. All capitalized terms, not otherwise defined in this Fifth
Amendment, shall have the meanings ascribed to them in the Original Organization Agreement.
12. Authorized Attorney. Each Member hereby represents and warrants that such
Member has submitted this Fifth Amendment to the attorney authorized to represent such
Member for review as to proper form and compliance with applicable law.
14
13. Governing Law. This Fifth Amendment is made pursuant to the laws of the
State of Utah, including without limitation, the Act, and shall be construed and governed in
accordance with such laws.
14. Severability. Should any part, term or provision of this Fifth Amendment 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.
15. Effective Date. This Fifth Amendment shall become effective upon the
satisfaction of the following conditions (and the date of the satisfaction of such conditions being
the “Effective Date”): (a) approval by the affirmative vote of at least two-thirds of the members
of the Board of Directors present and voting at a duly constituted meeting thereof; (b) receipt of
the written approval of not less than two-thirds of the Members following submittal of this Fifth
Amendment to governing bodies of the Members; (c) execution of this Fifth Amendment by the
authorized officers of such approving Members; and (d) filing of this Fifth Amendment with the
keeper of public records of each of the Members (the certification of such filing by any such
Member constituting sufficient evidence of such filing by such Member).
[Remainder of page intentionally left blank; signatures begin on following page]
IN WITNESS WHEREOF, HEBER LIGHT & POWER COMPANY has caused this
Fifth Amendment to be executed and attested by its proper officers, thereunto duly authorized,
and its official seal to be affixed hereto, pursuant to a resolution of its governing body, which
execution hereby constitutes written approval of this Fifth Amendment and certification that (a)
this Fifth Amendment has been filed with the keeper of its public records and (b) upon the
Effective Date of this Fifth Amendment, deems itself bound by this Fifth Amendment with all
other Members.
HEBER LIGHT & POWER COMPANY
(Signature)
(Title)
ATTEST:
Secretary
FIFTH AMENDMENT TO
INTERMOUNTAIN POWER AGENCY
ORGANIZATION AGREEMENT
THIS FIFTH AMENDMENT TO INTERMOUNTAIN POWER AGENCYORGANIZATION AGREEMENT, is entered into as of [________________________,20172018], by and among the signatoriesparties listed on Appendix A attached hereto (suchsignatoriesparties being, individually, a “Member” and, collectively, the “Members”) (this “FifthAmendment”).
Recitals
A. Pursuant to the provisions of Utah Laws of 1977, Chapter 47, Section 3, asamended, the Members have entered into that certain Intermountain Power Agency OrganizationAgreement dated as of May 10, 1977 as such agreement has been amended by the requisitenumber of the Members pursuant to that certain First Amendment to Intermountain PowerAgency Organization Agreement dated as of February 1, 1983,1983 (the “First Amendment”),that certain Second Amendment to Intermountain Power Agency Organization Agreement datedas of March 26, 1990,1990 (the “Second Amendment”), that certain Third Amendment toIntermountain Power Agency Organization Agreement dated as of January 21, 2003,2003 (the“Third Amendment”), and that certain Fourth Amendment to Intermountain Power AgencyOrganization Agreement dated as of November 26, 2013 (the “Fourth Amendment” and togetherwith the First Amendment, the Second Amendment and the Third Amendment, collectively, the“Prior Amendments,” and such agreement, as amended by the Prior Amendments, being the“Original Organization Agreement”) resulting in the valid creation and continuation of theexistence of Intermountain Power Agency (“IPA”), as a legal entity for purposes of the InterlocalCooperation Act, Title 11, Chapter 13, Utah Code Annotated 1953, as amended (the “Act”).
B. The Board of Directors of IPA (the “Board of Directors”) has recommended thatthe Members amend the Original Organization Agreement to: (1) grantspecify IPA the’sauthority to enhance, upgrade andown, acquire, develop, finance, and/or operate the Project andAdditional Facilities, including with respect to impacts of such, as permitted under the Act, andspecify the Members’ rights with respect to the acquisition or development of AdditionalFacilities; (2) limit the ability of the Members to assign their membership in IPA without theprior written consentapproval of the Board of Directors; (3) clarify the circumstances in whichthe termination of a Member’s power sales contract will terminate the membership of suchMember; (4) prohibit the simultaneous service of a member of the Board of Directors on anexecutive committee, management committee or similar of the board of directors or othergoverning committeebody of another interlocal entity that is involved in the generation,production, sale, transmission, or distribution of electric power; (5) provide the opportunity foran individual thatwho is the subject of a motion to be removed from the Board of Directors to beheard prior to the vote on such motion; (6) harmonize the provisions relating to vacancies on theBoard of Directors with related provisions contained in theIPA’s Bylaws of IPA(as definedbelow); (7) conform the Original Organization Agreement to the provisions of the Act by
8032853_20
2
requiring that a majority of the Members must elect the members of the Board of Directors; (8)clarify the authority of the Board of Directors to indemnify, reimburse, and otherwise limit theliability of both the members of the Board of Directors and officers of IPA consistent with theprovisions of the Act; (9) specify the duties of the members of the Board of Directors; (10)provide expressly for the Board of Directors to determine the manner for financing the Project inthe future; (11) permit the use of segments as authorized by the Act; (12) grant the Board ofDirectors certain authority to determine the capacity entitlement of each of the Members in theevent of termination or dissolution of the Project; and (13) make minor technical changes to theOriginal Organization Agreement.
C. This Fifth Amendment does not jeopardize or adversely affect the existingcontracts, notes, bonds or other evidence of indebtedness of IPA.
D. The Members desire and have determined that it is in their respective bestinterests to amend the Original Organization Agreement on the terms and conditions set forthbelow.
Agreement
NOW THEREFORE, in consideration of the foregoing recitals (which are incorporatedinto and made a part of this Fifth Amendment and acknowledged to be true and correct) andother good and valuable consideration, the receipt and sufficiency of which is herebyacknowledged, the Members agree as follows:
1. Amendment of Article 1. The first paragraph of Article 1 of the OriginalOrganization Agreement is hereby amended and restated in its entirety as follows:
The purposes of this Agreement and of the political subdivision of theState of Utah created hereunder and of the joint or cooperative action of theparties to this Agreement are to: (1) undertake, own, acquire, construct, develop,finance, and/or operate, maintain, repair, administer, manage and/or control, orcause to be undertaken, owned, acquired, constructed, developed, financed, and/oroperated, maintained, repaired, administered, managed and/or controlled, a facilityto generate and deliver electricity to be known as the Intermountain Power Projectconsisting of an electric generation facility located in south central Utah and otherfacilities relating thereto (as such project may be described from time to time bythe Board of Directors, as defined in Article 5 below, the “Project”), includingwithout limitation: (a) transmission and other facilities located within and withoutthe State as necessary to satisfy IPA’s obligations pursuant to power salescontracts or transmission service agreements for the delivery to purchasers ofenergy from the Project or for the provision of capacity (including, withoutlimitation, generation capacity and transmission capacity) in such facilities to thepurchasers of such capacity; (b) facilities for the exploration, development,extraction, production, processing, delivery, transmission, transporting andstorage of fuel or other sources of power generation for the Project or other inputsrequired for generating and delivering electric power; and (c) wells, reservoirs,and other facilities for the collection, storage and supply of water thereforfor theProject; (2) undertake, own, acquire, construct, develop, finance, and/or operate,maintain, repair, administer, manage and/or control, or cause to be undertaken,owned, acquired, constructed, developed, financed, and/or operated, maintained,repaired, administered, managed and/or controlled, Additional Facilities (ashereinafter defined), if any; and (3) provide assistance to local communities inproviding for facilities required for personnel involved with the construction,other development and operation of the Project and the Additional Facilities, ifany, and assume responsibility for and alleviate impacts of the Project and/or theAdditional Facilities and the construction, other development and operation ofsuch, as permitted under applicable law. For purposes of this Agreement, (x) theterm “develop” means to developa) the term “acquire” means to acquire,purchase, lease, enter into common facilities or supply arrangements and/orotherwise obtain any ownership; (b) the term “develop” means to develop,undertake, study, plan, take other appropriate action as necessary or desirable toestablish the legal, financial or technical feasibility of, determine participation in,engineer, design, construct, install, refurbish, enhance, modify, update, upgrade,
8032853_20
improve, add, convert, redesign, reconstruct, restore, power, repower, retire,remediate, reclaim, replace, remove, demolish or decommission; (y) the term“development” means the nominal formand/or decommission; (c) the term“operate” means to operate, maintain, repair, administer, manage, control and/orprovide electrical service to; (d) the term “own” means to own, lease and/orotherwise hold any ownership, leasehold or possessory interest or any other rightto use, develop, operate or otherwise realize any benefit from; (e) the terms“acquisition,” “development,” “operation,” and “ownership” mean the nominalforms of acquire, develop, operate and own, respectively (as “acquire,” “develop”is,” “operate,” and “own” are defined, respectively, in this Agreement); and (zf)the term “power sales contract” means (i), individually, each contract for the saleof power, capacity (including, without limitation, generation capacity andtransmission capacity) and/or output with respect to which IPA is the seller,including without limitation, each power sales contract and each renewal powersales contract, as each such contract may be amended from time to time, and, (ii);provided that with respect to a Member, each such contract to which IPA and aMember are partiesAdditional Facilities that do not include generation capacity,such term also means the transmission service agreement or other agreementpursuant to which IPA sells entitlements in the capacity of such AdditionalFacilities.
2. Amendment of Article 2. Article 2 of the Original Organization Agreement ishereby amended and restated in its entirety as follows:
ARTICLE 2
EFFECTIVE DATE AND ORIGINAL PARTIES
This Agreement shall become effective on June 15, 1977. The parties tothis Agreement are (such parties being referred to in this Agreement from time totime, individually, as a “Member” and, collectively, as the “Members”):
Beaver City Corporation Lehi City CorporationBountiful, a MunicipalCorporation
City of Logan
City of Enterprise Meadow Town CorporationEphraim City Corporation Monroe City CorporationFairview City Corporation Morgan City CorporationFillmore City Corporation Mt. Pleasant City CorporationHeber Light & Power Company Murray City CorporationHolden Town Corporation Oak City Town CorporationCity of Hurricane Parowan City CorporationHyrum City Corporation Price Municipal CorporationKanosh Town Corporation Spring City CorporationKaysville City Corporation
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5
No Member may assign, directly or indirectly, such Member’smembership in IPA or any other right, title or interest in or to this Agreement(including without limitation, for collateral purposes) without (1) obtaining theprior written approval fromof the Board of Directors forauthorizing suchassignment (the withholding of which approval shall have a rational basis), and(2) following receipt of such approval, if any, assigning simultaneously to theassignee approved by the Board of Directors all of such Member’s right, title andinterest in and to (a) this Agreement (including without limitation, such Member’smembership in IPA), (b) each of such Member’s power sales contracts in effect atthe time of such assignment and as amended from time to time, subject tocompliance with the provisions of such power sales contracts that govern theassignment of such power sales contracts, and (c) all other agreements relating tothe Project and/or Additional Facilities to which such Member is a party andwhich are in effect at the time of such assignment, subject to compliance with theprovisions of such agreements that govern the assignment of such agreements.Any attempt to assign any right, title or interest of a Member in or to thisAgreement (including without limitation, such Member’s membership in IPA)without such consentapproval from the Board of Directors shall be void ab initio.
At any time following the termination of the last of a Member’s powersales contracts previously remaining in effect with respect to such Member (thedate as of such termination being, with respect to such Member, the “ContractTermination Date”), the Board of Directors may determine that such Membershall cease to be a party to this Agreement and shall cease to be a Member as ofany date on or following such Member’s Contract Termination Date asdetermined by the Board of Directors (the date as of which such Member shallcease to be a Member pursuant to such determination by the Board of Directorsbeing, with respect to such Member, the “Membership Termination Date”). If thesimultaneous expiration or earlier simultaneous termination of two or more powersales contracts would, but for the application of this sentence, result in theMembership Termination Date of all Remaining Members (as defined below),such expiration or termination shall not result in the Membership TerminationDate of any of such Remaining Members. As of and from and after suchMember’s Membership Termination Date: (a) all such Member’s right, title andinterest in and to this Agreement shall be extinguished as of such Member’sMembership Termination Date; (b) all other Members with respect to whomwhicha Membership Termination Date has not occurred (each, individually, a“Remaining Member” and, collectively, the “Remaining Members”) shallconstitute, collectively, one hundred percent of the members of IPA and theholders of one hundred percent of the right, title and interest in and to thisAgreement; (c) for purposes of this Agreement, the term “Members” shall refer toall Remaining Members, as determined after giving effect to such Member’sMembership Termination Date; and (d) without the need for any additional action,approval or consent, IPA shall be authorized to execute a modification of thisArticle 2 to reflect the termination of such Member’s status as a Member.Notwithstanding the occurrence of a Member’s Membership Termination Date,
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including without limitation, the termination of such Member’s status as aMember, such Member shall continue to be liable for such Member’s obligationsto IPA under this Agreement that have accrued prior to such Member’sMembership Termination Date.
3. Amendment of Article 5.
(a) The second paragraph of Article 5 of the Original Organization Agreement ishereby amended and restated in its entirety as follows:
The business and affairs of IPA shall be governed, controlled, directed,managed, administered and regulated by a board of directors (the “Board ofDirectors”). The Board of Directors shall have such duties and powers, and maytake any action, as may be necessary or desirable to accomplish the purposes setforth in this Agreement, except as may be contrary to the laws of the State of Utahor this Agreement. Without limiting the foregoing, (1) the Board of Directors shallexercise on behalf of IPA all of the powers of IPA provided by this Agreement orunder the laws of the State of Utah; and (2) the Board of Directors may delegateany or all of the powers of IPA to one or more committees of the Board ofDirectors or one or more employees, agents or contractors of IPA and mayauthorize one or more of such committees, employees, agents, or contractors toact for and on behalf of IPA.
(b) The third paragraph of Article 5 of the Original Organization Agreement ishereby amended and restated in its entirety as follows:
The Board of Directors shall be composed of seven persons (each, a“Director”), who shall, except as expressly provided otherwise in this Agreement,be elected by the representatives and shall serve staggered terms. For the initialterm of office, one Director shall be elected for a term ending December 31, 1978,two Directors shall be elected for a term ending December 31, 1979, twoDirectors shall be elected for a term ending December 31, 1980, and two Directorsshall be elected for a term ending December 31, 1981. Thereafter, Directors shallbe elected for four-year terms and may be re-elected. To be eligible to serve as aDirector, a person shall, at all times during which he holds the office of Director,be a representative and either: (a) reside within the boundaries of a partytheMember that is represented by such representative; (b) receive electrical service athis principal residence from a municipal electric system owned by a partytheMember that is represented by such representative; or (c) be employed by apartythe Member that is represented by such representative on a basis such that itis reasonably expected that the representative will provide to such partyMembernot less than 1,000 hours of paid service in each 12-month period. NoUnlessotherwise approved by a majority of the Directors then serving on the Board, noDirector may concurrently serve as a member of an executive committee,management committee or similar governing committee (e.g., Chairman,Vice-Chairman, Secretary, or Treasurer) of the board of directors or other
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governing body of any interlocal entity (other than IPA or, any segment of IPAorSegment (as defined below), any Member of which such Director is arepresentative under this Agreement, any interlocal entity of which such Memberis the sole member and any association of which IPA is a member), that isinvolved in any way with the generation, production, transmission, distribution orsale of electric power or that was formed as an association to advocate for orrepresent electric power generators, producers, transmitters, distributors, sellers,purchasers or users of electric power. Any Director who, prior to the end of histerm as a Director, ceases to qualify as a Director under theany criteria set forth inthe preceding sentencethis Agreement shall, upon and as of the date of adetermination of the Board of Directors that he has ceased to so qualify, cease tobe a Director and the directorship held by such Director shall become vacant. AnyDirector who is the subject of a motion to make such a determination shall begiven an opportunity to be heard at the meeting of the Board of Directors at whichsuch motion is made. Such opportunity to be heard shall be after the making ofsuch motion but before the Board of Directors votes on such motion. Such adetermination shall not be required in the event of a Director’s resignation,removal by the representatives, death or incapacity.
(c) The fourth through seventh paragraphs of Article 5 of the OriginalOrganization Agreement are hereby amended and restated in their entirety as follows:
At any duly called regular ormeeting or at any duly called special meetingof the representatives at which a quorum is present, any one or more of theDirectors may be removed by two-thirds or more of the votes cast at such meetingand a successor may then and there be elected to fill the vacancy thus created.Any Director whose removal has been proposed by the representatives shall begiven an opportunity to be heard at the meeting at which such proposal is made.Such opportunity to be heard shall occur after the proposal is made but before therepresentatives take action on such proposal. Any directorship to be filled byreason of an increase in the number of Directors shall be filled by election at anannual meeting or at a special meeting of the representatives called for suchpurpose. Any Director may resign from the Board of Directors at any time in themanner and with the effect provided in the Bylaws (as defined below).
A vacancy on the Board of Directors caused by the resignation,disqualification, removal, death or incapacity of a Director, or for any other causewhatsoever (such Director, subject to the following exceptions, being a “FormerDirector”), with the exception of a vacancy caused by the removal of a Directorthat is concurrently filled by the election of the representatives pursuant to thisAgreement or a vacancy created by an increase in the number of Directors, shallbe filled on an interim basis until the next succeeding annual meeting of IPA by aperson elected by the Board of Directors at a meeting of the Board of Directorsheld within a reasonable time following the occurrence of such vacancy andotherwise in accordance with the Bylaws; provided, however, that if such nextsucceeding annual meeting occurs in the same year in which the Former
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Director’s term of office as a Director expires, then the Director selected to fillsuch vacancy shall continue in office until the time specified in the Bylaws andany vacancy arising at such time shall be filled as provided in the Bylaws. Anyvacant position filled by the Board of Directors shall again become vacant as ofthe next succeeding annual meeting of IPA unless this Agreement provides thatsuch Director shall continue in office until the time specified in the Bylaws,except as otherwise provided in the preceding sentence. In the case of a positionbecoming vacant at such next succeeding annual meeting, such position shall, atsuch meeting, be filled for the balance of the unexpired term, if any, by the vote ofthe representatives. At all times, a majority of the Directors shall have beenelected, appointed, or selected by Member representatives of Utah public agencies(as defined in the Act). Notwithstanding anything to the contrary in thisAgreement, if the election by the Board of Directors of a person to fill a vacancywould result in less than a majority of the Directors then in office having beenelected by the Member representatives of Utah public agencies, such vacancyshall be filled by election at an annual meeting or at a special meeting of theMember representatives of Utah public agencies called for such purpose. Anydirectorship to be filled by reason of an increase in the number of Directors shallbe filled in the manner provided in the Bylaws.
The Board of Directors may adopt, and amend from time to time, bylaws(as adopted and amended, the “Bylaws”) and provide in agreements, policies orprocedures consistent with the Bylaws, which Bylaws, agreements, policies andprocedures, to the extent not inconsistentconsistent with this Agreement or thelaws of the stateState of Utah, may provide, among other things, as the Board ofDirectors shall determine from time to time, (i) rules governing regular meetingsand special meetings of the representatives and of the Board of Directors; (ii) forthe annual meeting of IPA, which shall be deemed a regular meeting of therepresentatives; (iii) quorum and voting requirements; (iv) for the establishment ofoffices; (iiiv) for the indemnification of Directors and of officers of IPA (each, an“Officer”); (ivvi) for the limitation of liability of Directors and Officers to IPA orthe Members or both; and (vvii) for such other matters as the Board of Directorsmay determine.
Each Director and each Officer shall owe a fiduciary duty (as defined inthe Act) to IPA. Each Director’s and each Officer’s fiduciary duty shall consist ofthe duties of such Director or such Officer under the Fiduciary Duty Policy of IPAadopted by the Board of Directors at any time and as amended from time to time;provided, however, that such Fiduciary Duty Policy, and any amendments thereto,shall become effective only upon approval of a majority of the votes cast at anyduly called regular meeting or duly called special meeting of the representatives atwhich a quorum is present.
Notwithstanding any other provision of this Agreement but withoutlimiting the authority granted to the Board of Directors in any other paragraph ofthis Article, 5, (a) no Director or Officer shall be liable to IPA or any Member
9
unless (i) the Director or the Officer breaches a fiduciary duty (as defined in theAct) that the Director or the Officer owes to IPA or the Member, and (ii) suchbreach constitutes gross negligence, willful misconduct, or intentional infliction ofharm on IPA or the Member; and (b) to the extent a Director or Officer wouldotherwise be liable under the foregoing clause (a), no Director or Officer shall beliable to IPA or any Member for any monetary damages, except to the extent ofmonetary damages arising out of: (i) a breach of the Director's or Officer’sfiduciary duty (as defined in the Act); (ii) an intentional infliction of harm on IPAor the Member; (iii) improper financial benefit; (iv) willful misconduct thatconstitutes an intentional violation of criminal law; or (v) any other circumstanceor occurrence with respect to which, under applicable law as in effect from time totime, the limitation of a Director's or Officer’s liability as provided in thisparagraph is impermissible.
Neither anything in this Article 5 nor any action taken by or with respect toIPA, any Segment (as hereinafter defined), a Director or an Officer pursuant tothis sectionSection 11-13-607 of the Act shall constitute a waiver of any immunityor defense available to or with respect to IPA, any Segment, a Director or anOfficer under Title 63G, Chapter 7, the Governmental Immunity Act of Utah (orany successor statute) (the “Governmental Immunity Act”). Clauses (a) and (b) inthe immediately preceding paragraph apply only to the extent that IPA, a Directoror an Officer is otherwise subject to liability under Title 63G, Chapter 7,theGovernmental Immunity Act of Utah.
For purposes of this Article, 5, the duties of any Director or Officer underthis Agreement shall consist of the following: (a) any fiduciary duty; (b) any otherduty expressly set forth in (i) this Agreement or the Bylaws, and (ii) anyagreement between IPA and the Director or Officer; and (c) each duty that appliesto IPA under Title 67, Chapter 16, Utah Public Officers’ and Employees’ EthicsAct (or any successor statute).
4. Amendment of Article 6.
(a) Clause (1) of Article 6 of the Original Organization Agreement is hereby amendedand restated in its entirety as follows:
(1) undertake, own, acquire, construct, develop, finance, operate, maintain, repair,administer, manage, control and/or provide electrical service toand/or operate, orcause to be undertaken, owned, acquired, constructed, developed, financed, and/oroperated, maintained, repaired, administered, managed, controlled and/orprovided electrical service, any facility or improvement of the Project or anyAdditional FacilityFacilities;
(b) The last sentence of Article 6 is hereby amended and restated in its entirety asfollows:
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To the extent not already provided in this Agreement, IPA shall have the power tosell, transfer, convey, lease, make available, and develop and operate the Project,the Additional Facilities and/or any portion of or interest in either of theforegoing, as approved by the Board of Directors, including without limitation, touse, as approved by the Board of Directors, any fuel source or other input ortechnology to generate electric power at the Project.
5. Amendment of Article 7.
(a) The first sentence of the first paragraph of Article 7 of the Original OrganizationAgreement is hereby amended and restated in its entirety as follows:
The Project, including without limitation, any ownership, acquisition,construction, development, operation, maintenance, repair, administration,management and/or control of and/or provision of electrical servicetodevelopment, and/or operation of the Project, (1) will bewas initially financedby the issuance of bonds, notes and other evidence of indebtedness of IPA, and (2)may from time to time, after such initial financing, be financed, as determined bythe Board of Directors, by the issuance of bonds and, notes, or other evidence ofindebtedness of IPA payable from and secured by the revenues, income, rents andreceipts derived or to be derived from the sale of capacity and energy andtransmission service and other benefits of the Project, and other available funds ofIPA pledged thereforto secure such indebtedness, including without limitation,amounts paid to IPA under power sales contracts with respect to the Project,subject, however, to the application of such revenues, income, rents, receipts, andother funds to the purposes and on the terms and conditions set forth in the bondor note resolutions of IPA securing such bonds or, notes, or other evidence ofindebtedness and as required by the Act.
(b) The second through sixth paragraphs of Article 7 of the Original OrganizationAgreement are hereby amended and restated in their entirety as follows:
If IPA engages in an Additional Facilities Undertaking (as defined below),such Additional Facilities Undertaking may be financed by the issuance of bondsand, notes, or other evidence of indebtedness of IPA payable from and secured bythe revenues, income, rents and receipts derived or to be derived from the sale ofcapacity and energy and transmission service and other benefits attributable tosuch Additional Facilities Undertaking, and other available funds of or financingby IPA with respect to the Additional Facilities or interest pledged therefortosecure such indebtedness, including without limitation, amounts paid to IPAunder power sales contracts with respect to any ownership interest of IPA in theAdditional Facilities, subject, however, to the application of such revenues,income, rents, receipts, and other funds to the purposes and on the terms andconditions set forth in the bond or note resolutions of IPA securing such bonds or,notes, or other evidence of indebtedness and as required by the Act. IPA will,prior to the commencement of construction of Additional Facilities in which it
11
will have an ownership interest (other than Leased Facilities, as defined below),enter into power sales contracts with respect to such Additional Facilities with oneor more Qualified Purchasers (as defined below) for all of the planned capacitywith respect to IPA's ownership interest in the Additional Facilities on such termsas will produce sufficient revenuerevenues, income, rents, receipts, and otherfunds to meet and pay all operating and maintenance expenses, debt service, andreserve requirements, and all other charges or liens whatsoever payable from therevenues, income, rents, receipts, and other funds with respect to IPA's ownershipinterest in the Additional Facilities. For purposes of this Agreement, (x) the term“Additional Facilities Undertaking” means the undertaking, owningownership,acquisition, construction, development, and/or operation, maintenance, repair,administration, management, control and/or providing electrical service to, orcausing the undertaking, owningownership, acquisition, construction,development, operation, maintenance, repair, administration, management and/orcontrol of and/or provision of electrical service to,development, and/or operation,of one or more Additional Facilities, or any interest in such Additional Facilities;and (y) the term “Qualified Purchaser” means, with respect to any AdditionalFacilities, each public entity, including without limitation, each party to thisAgreement that desires to obtain any contractual rights with respect to suchAdditional Facilities, or private entities that may qualify as purchasers ofpowercapacity and energy from such Additional Facilities under the Act and anyother applicable law. In connection with any Additional Facilities Undertaking orany similar activity, the Board of Directors may utilize any statutory authority nowor hereafter enacted for the purpose of facilitating the separation or segmentationof one or more assets and/or the limitation or segmentation of one or moreliabilities associated with such Additional Facilities Undertaking or similaractivity and may take all actions permitted under law to effect and/or that relate tosuch separation, limitation and/or segmentation (each such separation, limitationor segmentation being a “Segment”). A Segment shall not be governed by thisAgreement to the extent determined by the Board of Directors at the time theSegment is created and the governance, operation and all other matters related to aSegment shall be as set forth in the organizing resolution of the Segment.
The price to be paid for capacity and energy and transmission service andother benefits from the Project or any Additional Facilities Undertaking allocatedto any purchaser, except the participating agencies within the State, shall includethe amount necessary to provide for payments of the in lieu fee provided for in theAct with respect to the Project or such Additional Facilities Undertaking,respectively and as applicable.
No party to this Agreement shall be liable for any bond, note, indebtednessor other obligation incurred by IPA, nor liable for the indebtedness of any otherparty to this Agreement, nor liable for any indebtedness or other obligation withrespect to the Project or any Additional Facilities Undertaking other than, withrespect to the Project, the obligations of such party arising under itseach powersales contract to which it is a party with IPA for Project capacity or output or, with
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respect to any Additional Facilities, the obligations of such party under any powersales contract or any other contract it may enter into with IPA with respect to suchAdditional Facilities.
IPA shall annually adopt a budget for the ensuing year with respect to theProject which shall set forth in reasonable detail estimates of revenues andoperating and maintenance expenses of the Project; debt service and reserverequirements, payments with respect to renewals and replacements for the Projectand contingency reserves therefor; and such other items and matters as shall berequired pursuant to its Project power sales contracts and Project bond resolution.Such budget shall be adopted and may be amended from time to time in themanner provided in such Project power sales contracts and Project bondresolution. If IPA acquires an ownership interest in any Additional Facilities, IPAshall annually adopt a separate budget for the ensuing year with respect to suchownership interest, which shall set forth in reasonable detail estimates of revenuesand operating and maintenance expenses attributable to IPA's ownership interestin the Additional Facilities; debt service and reserve requirements, payments withrespect to renewals and replacements attributable to IPA's ownership interest inthe Additional Facilities and contingency reserves therefor; and such other itemsand matters as shall be required pursuant to its Additional Facilities power salescontracts and Additional Facilities bond resolution(s). Such budget shall beadopted and may be amended from time to time in the manner provided in suchAdditional Facilities power sales contracts and Additional Facilities bondresolution(s).
IPA shall be authorized to accept payments-in-aid of construction or otherdevelopment for any facility of the Project or Additional Facilities Undertakingand to enter into agreements with respect thereto. No such payments-in-aid ofconstruction or other development or agreement with respect thereto shall changeor otherwise affect IPA's ownership of such facility or any of its rights andobligations with respect to such facility and any such payments-in-aid ofconstruction or other development or agreement with respect thereto shall be incompliance with all agreements relating to the Project or Additional FacilitiesUndertaking, as applicable.
6. Amendment of Article 8. Article 8 of the Original Organization Agreement ishereby amended and restated in its entirety as follows:
ARTICLE 8
DISPOSITION OF ASSETS
Upon termination of this Agreement pursuant to Article 3 hereof, the netassets, if any, of IPA shall be distributed pro rata among the Members inaccordance with their respective capacity entitlements from the Project andAdditional Facilities, if any, as most recently in effect prior to such termination.For purposes of this Article, 8, the term capacity entitlement shall refer to a
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Member’s generation entitlement share identified in each of such Member’spower sales contracts in effect at the time of such termination. In the event of adispute regarding the determination of a Member’s capacity entitlement forpurposes of this Article, 8, such dispute shall be resolved as determined by theBoard of Directors so long as such determination has a rational basis in the powersales contracts to which the Members and IPA are parties.
7. Amendment of Article 14. Article 14 of the Original Organization Agreement ishereby amended and restated in its entirety as follows:
ARTICLE 14
ADDITIONAL FACILITIES AS SEPARATE PROJECTS
IPA is hereby authorized to conduct studies, engage in planning and takesuch other appropriate action as shall be necessary or desirable to establish thelegal, financial or technical feasibility of, and to determine participation in, one ormore additional generating units, which, together with the generating capacity ofthe Project, shall not cause IPA’s ownership interest in generating facilities toexceed an aggregate of 4,000 megawatts (exclusive of any increases to the initialgenerating capacity of any generating unit resulting from technological advances,increases in efficiency or other causes and exclusive of any Leased Facilities), andrelated transmission, delivery and other facilities, if any, to be located at orconnected to the site of the Project (such additional generating unit(s) andfacilities are referred to in this Agreement as "Additional Facilities"). If anyAdditional Facilities are constructeddeveloped, IPA may acquire an interesttherein, ownership of all or a portion of such Additional Facilities, which may be,among other types of interest, an undivided ownership interest of a specifiedpercentage. IPA's ownership interest in any Additional Facilities shall constitute aseparate project for all purposes unless otherwise determined by the Board ofDirectors. For purposes of this Agreement, the term “Leased Facilities” means athird party’s generating unit in which IPA has a reversionary interest under alease, a site agreement or similar agreement and any such generating unit that IPAobtains pursuant to such reversionary interest.
8. Addition of Article 15. The Original Organization Agreement is herebyamended by adding a new Article 15, as follows:
ARTICLE 15
GENDER
Whenever required by the context in this Agreement, the singular shall include the plural,the plural the singular, and one gender shall include all genders.
9. Status of Organization Agreement. Except as amended by this FifthAmendment, the Original Organization Agreement shall remain in full force and effect and the
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Original Organization Agreement, as so amended, is hereby confirmed, and all findings anddeterminations heretofore made by each Member relating thereto are hereby ratified andconfirmed. All Prior Amendments are hereby ratified and confirmed as being in full force andeffect.
9.10. Counterparts. This Fifth Amendment may be executed in any number ofcounterparts, each of which shall constitute an original and all of which taken together shallconstitute one instrument.
10.11. Capitalized Terms. All capitalized terms, not otherwise defined in this FifthAmendment, shall have the meanings ascribed to them in the Original Organization Agreement.
11.12. Authorized Attorney. Each Member hereby represents and warrants that suchMember has submitted this Fifth Amendment to the attorney authorized to represent suchMember for review as to proper form and compliance with applicable law.
12.13. Governing Law. This Fifth Amendment is made pursuant to the laws of theState of Utah, including without limitation, the Act, and shall be construed and governed inaccordance with such laws.
13.14. Severability. Should any part, term or provision of this Fifth Amendment be heldby the courts to be illegal or in conflict with any law of the State of Utah, or otherwise renderedunenforceable or ineffectual, the validity of the remaining portions or provisions shall not beaffected thereby.
14.15. Effective Date. This Fifth Amendment shall become effective upon thesatisfaction of the following conditions (and the date of the satisfaction of such conditions beingthe “Effective Date”): (a) approval by the affirmative vote of at least two-thirds of the membersof the Board of Directors present and voting at a duly constituted meeting thereof; (b) receipt ofthe written approval of not less than two-thirds of the Members following submittal of this FifthAmendment to governing bodies of the Members; (c) execution of this Fifth Amendment by theauthorized officers of such approving Members; and (d) filing of this Fifth Amendment with thekeeper of public records of each of the Members (the certification of such filing by any suchMember constituting sufficient evidence of such filing by such Member).
[Remainder of page intentionally left blank; signatures begin on following page]
IN WITNESS WHEREOF, this [Name of Utah Municipality] has caused thisFifth Amendment to be executed and attested by its proper officers, thereunto duly authorized,and its official seal to be affixed hereto, pursuant to a resolution of its governing body, anddeems itself bound herebywhich execution hereby constitutes written approval of this FifthAmendment and certification that (a) this Fifth Amendment has been filed with the keeper of itspublic records and (b) upon the Effective Date of this Fifth Amendment, deems itself bound bythis Fifth Amendment with all other parties executing a counterpart hereof or supplementheretoMembers.
[Name of Utah Municipality]
(Signature)
(Title)
ATTEST:
Clerk/Recorder
8032853_20
Appendix A
Members
Beaver City Corporation Lehi City CorporationBountiful, a Municipal Corporation
City of Logan
City of Enterprise Meadow Town CorporationEphraim City Corporation Monroe City CorporationFairview City Corporation Morgan City CorporationFillmore City Corporation Mt. Pleasant City CorporationHeber Light & Power Company Murray City CorporationHolden Town Corporation Oak City Town CorporationCity of Hurricane Parowan City CorporationHyrum City Corporation Price Municipal CorporationKanosh Town Corporation Spring City CorporationKaysville City Corporation
8032853_10
8032853_20
Appendix A
Members
Beaver City Corporation Lehi City Corporation
Bountiful, a Municipal
Corporation
City of Logan
City of Enterprise Meadow Town Corporation
Ephraim City Corporation Monroe City Corporation
Fairview City Corporation Morgan City Corporation
Fillmore City Corporation Mt. Pleasant City Corporation
Heber Light & Power Company Murray City Corporation
Holden Town Corporation Oak City Town Corporation
City of Hurricane Parowan City Corporation
Hyrum City Corporation Price Municipal Corporation
Kanosh Town Corporation Spring City Corporation
Kaysville City Corporation
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