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RESOLUTION NO. 52.-
Series of 1995
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO,
APPROVING A TRANSMISSION SERVICE AGREEMENT BETWEEN THE CITY OF
ASPEN AND HOLY CROSS ELECTRIC ASSOCIATION, INC,; APPROVING A
SUPPLEMENTAL AGREEMENT BETWEEN THE CITY OF APSEN AND THE
MUNICIPAL ENERGY AGENCY OF NEBRASKA; AND AUTHORIZING THE CITY
MANAGER TO EXECUTE SAID AGREEMENTS ON BEHALF OF THE CITY OF ASPEN,
COLORADO.
WHEREAS, there has been submitted to the City Council a Transmission Service
Agreement between the City of Aspen and Holy Cross Electric Association, Inc" a true and
accurate copy of which is attached hereto as Exhibit "A";
WHEREAS, there has been submitted to the City Council a Supplemental Agreement
between the City of Aspen and the Municipal Energy Agency of Nebraska, a true and accurate
copy of which is attached hereto as Exhibit "B";
NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ASPEN,
COLORADO:
That the City Council of the City of Aspen hereby approves that Transmission Service
Agreement between the City of Aspen and Holy Cross Electric Association, Inc., a copy of
which is annexed hereto and incorporated herein, does hereby approve that Supplemental
Agreement between the City of Aspen and the Municipal Energy Agency of Nebraska; and, does
hereby authorize the City Manager of the City of Aspen to execute said agreements on behalf
of the City of Aspen.
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IN1RODUCED, READ AND ADOPTED by the City Council of the City of Aspen on
the 2g day of ~ ' 1995,
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J n S, Bennett, Mayor
I, Kathryn S. Koch, duly appointed and acting City Clerk do certify that the foregoing
is a true and accurate copy of that resolution adopted by the City Council of the City of Aspen,
Colorado, at a meeting held on the day hereinabove stated,
HolyCross,.res
EXHIBIT B
EXISTING HYDROPOWER PROJECTS OF THE CITY OF ASPEN
~_' . ect Location
41.
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Year of
Start-Up
Installed Capacity
(KW)
Estimated May -
September Energy
Production (GWH)
Estimated
Oct - Apr
Energy
Production
(GWH)
Ruedi Reservoir
1986
5,000
9,8
10,5
Maroon Creek
Pipeline
Total onnstalled Hydro
1989
360
1.4
0,3
5,360
11.2
10.S
PROPOSED HYDROPOWER PROJECTS TO BE BUlL T OR
P ARTICIP ATED IN BY THE CITY OF ASPEN
Project Location Year of Installed Capacity Estimated May - Estimated
Start-Up (KW) September Energy Oct - Apr
Production (GWH) Energy
Production
(GWH)
.Ie Creek Pipeline 2008 500 1.9 0.4
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"'bty Shop 2010 750 2,8 0,6
Aspen Potable 2000 1,000 3,9 0,8
Water Treatment
& Distribution System
Aspen Effluent Line 2005 350 0,9 1.2
Roaring Fork River 2010 500 1.9 0.4
Hunter Creek 2010 300 1.2 0.3
Willow Creek 2010 130 1.5 0,3
Castle Creek Crib Dam 2010 150 0,5 0,2
Salvation Ditch 2007 1,000 3,5 0,8
.~.e Reservoir 2015 600 1.8 0,7
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Maroon Reservoir 2015 1,000 3,7 0,5
Total of Proposed Hydro 11,640 23.6 6.2
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Revised
Supplemental Agreement
between
Municipal Energy Agency of Nebraska
and
The City of Aspen, Colorado
This Revised Supplemental Agreement, entered into this I J, day of
~~ , 1995, between the City of Aspen, Colorado; a home rule city of
the State of Colorado (Aspen), and the Municipal Energy Agency of Nebraska, an
agency and political subdivision of the State of Nebraska (MEAN) supersedes and
replaces the Supplemental Agreement between Aspen and MEAN dated June 25, 1984.
WHEREAS, due to unique circumstances affecting the sale of electric capacity and
energy by MEAN to Aspen, the parties desire to agree on certain contractual terms in
addition to those that would normally attend the sale of the electric capacity~and ;en~rgy -
by MEAN to a municipal customer; and
WHEREAS, Aspen has secured an allocation of Federal power from the Western Area
Power Administration (WAPA); and
WHEREAS, MEAN and Aspen have agreed to a new Delivery Point under Service
Schedule M; and
WHEREAS, MEAN and Aspen have entered into new and different transmission
arrangements than were in place at the time the first Supplemental Agreement was
agreed to and executed; and
WHEREAS, MEAN has entered into the Transmission Services Agreement with Public
Service Company of Colorado (PSCo) dated October 27, 1994 (PSCO Contract) which
provides for, among other things, the transmission of power and energy from MEAN,
WAPA and the Ruedi Hydroelectric Project to the transmission system of Holy Cross
Electric Association, Inc. (Holy Cross); and
WHEREAS, the City of Aspen will enter into a contract with Holy Cross (Holy Cross
Contract) which provides for, among otherthings, the transmission of MEAN, WAPA and
Ruedi power and energy over the transmission system of Holy Cross; and,
WHEREAS, MEAN and Aspen desire to set forth the methods under which each has and
will charge the other for their share of power and energy delivered under the new
transmission arrangements.
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NOW, THEREFORE, in consideration of the mutual promises and covenants contained
herein, the parties hereby agree as follows:
1, The parties have executed two standardized contracts governing the sale of electric
capacity and energy by MEAN to Aspen, These Agreements are the~ Electrical
Resources Pooling Agreement (pooling Agreement), dated June 25, 1984, and the
Service Schedule M Total Power Purchase Agreement (Schedule M Agreement), dated
June 25, 1984, which are incorporated herein by this reference. In the event of any
conflict or contradiction between the provisions of either the Pooling Agreement or the
Schedule M Agreement or both, and the provisions of this Agreement, this Agreement
shall govern and control. .'
2, The City of Aspen along with Pitkin County, Colorado has constructed a hydroelectric
project known as the Ruedi Project with a rated capacity of five megawatts and a
hydroelectric project known as Maroon Creek with a rated capacity of .5 -megawatts;
which projects, are used to supply capacity and energy to Aspen for resale to its
customers. MEAN is fully aware that Aspen is planning and may construct itself, or
jointly with third parties one or more of the additional hydroelectric projects listed in
Exhibit B to this Agreement that may also be used to supply Capacity -ana energy to
Aspen. Aspen has received a WAPA demand allocation under the post-1989 Marketing
Plan of 1,026 kW in the summer season and 1,539 kW in the winter season. The parties
agree that Aspen is only obligated to purchase from MEAN the capacity and energy over
and above that actually supplied by the facilities described in Exhibit B, and Aspen's
initial allocation of 1,026 kW in the summer season and 1,539 kW in the winter season
from \NAPA under their post-1989 Marketing Plan, for purposes of the Schedule M
Agreement, which for the purposes of the Schedule M Agreement will together be
denominated as "WAPA Allocation."
3, Calculation of MEAN Monthly Billing Demand and Energy
A.
Monthly Billing Demand is equal to the maximum hourly metered demand
minus the WAPA demand allocation and minus the actual generation from
hydroelectric generating facilities as set forth in Exhibit B, for the same
clock hour, less applicable transmission losses as specified in the PSCo
Contract and the Holy Cross Contract, for the current month, subject to the
Minimum Billing Demand provision in Exhibit B, Schedule of Rates and
Charges, to the Service Schedule M contract.
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Monthly Billing Energy is equal to the actual metered energy minus the
sum of the energy supplied by WAPA and the energy generated from
hydroelectric generating facilities as set forth in Exhibit B, less applicable
transmission losses as specified in the PSCo Contract and the Holy Cross
Contract, for the current month.
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4. Aspen shall be treated, for purposes of the Pooling Agreement and Schedule M
Agreement, as if those hydroelectric generating facilities listed in Exhibit B which actually
supply capacity and energy to Aspen, were WAPA Allocations, and the following'
provisions of the Pooling Agreement and Schedule M Agreement shall not be applicable
to Aspen: .-
Pooling Agreement
Article VIII, Article IX; Section 13.02, Section 13.05, Section 13.06,
Section 15.02, Section 15.04
Schedule M Agreement
Article XII and Article XIV
5. Division of responsibility for transmission losses:
A, MEAN shall bear all transmission losses associated with delivery of MEAN
power and energy to Aspen at the Delivery Point. The Delivery Point is set forth
in Exhibit A to this Agreement. .
B, Aspen shall bear all transmission losses associated with the delivery ofWAPA
and Ruedi power and energy.
6. Division of responsibility for transmission charges:
A. MEAN has entered into the PSCo Contract for delivery by PSCo of power and
energy from MEAN resources, Ruedi and WAPA. Aspen has entered into the Holy Cross
Contract for use. of Holy Cross transmission and distribution facilities for delivery of
power and energy from Ruedi to the transmission system of PSCo and from the
transmission system of PSCo to Aspen and for the delivery of all power and energy from
the Delivery Point to Aspen, For the purpose of cost sharing arrangement between
Aspen and MEAN, only the portion of Holy Cross facility charges associated with the
Aspen Substation shall be shared between Aspen and MEAN. All remaining Holy Cross
charges shall be paid by Aspen.
B. MEAN is responsible for the portion of the transmission cost for delivery of
power and energy from MEAN resources, and the City of Aspen is responsible for the
portion of the transmission cost for delivery of power and energy from Ruedi and WAPA.
The allocation of PSCo and Holy Cross transmission costs between the City of Aspen
and MEAN will be based 50% on the Energy Supply Ratio and 50% On Peak Demand
Ratio defined as follows:
1. Energy Supply Ratio (ER)
The ERfor Aspen (ERA) is equal to the sum of the energy supplied by I
WAPA and the energy generated at Ruedi, less transmission losses as
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specified in the transmission agreements of PSCo and Holy Cross,
divided by the total energy delivered to Aspen at the Point(s) of
Measurement, for the previous calendar year. The ER for MEAN (ERM)
is equal to one (1) minus the ERA.
2, Peak Demand Ratio (DR)
The DR for Aspen (DRA) is equal to the sum of demand allocation from
WAPA and the peak hourly generation from Ruedi coincident with the
annual system peak demand for Aspen, less transmission losses .as
specified in the transmission agreements of PSCo and !:Ioly Cross,
divided by the annual system peak demand for Aspen as metered at the
Point(s) of Measurement, for the previous calendar year. The DR for
MEAN (DRM) is equal to one (1) minus the ORA'
C. The monthly cost share will be calculated as follows:
1, The monthly cost share for Aspen shall be:
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(ERA X 50% + DRA x 50%) x Monthly Transmission cost from PSCo and
Holy Cross
2, The monthly cost share for MEAN shall be:
(ERM x 50% + DRM x 50%) x Monthly Transmission cost from PSCo and
Holy Cross
D. All arrangements for and charges for transmission, distribution, losses and
other charges on and for all power and energy after it is delivered by MEAN to the
Delivery Point shall be the sole responsibility of Aspen. Retroactively, between January
1, 1995 and March 31, 1995, the Delivery Point was and is deemed the Puppy Smith
Substation, After April 1 , 1995, the Delivery Point was and is deemed to be the Aspen
Substation, as set forth in Exhibit A to this Agreement. This Delivery Point is also the
delivery point for Service Schedule M.
7. Any decrease or increase in transmission losses or transmission charges shall accrue
to or be paid by the party to whom the loss or charge subject to the increase or
decrease would be allocated in accordance with paragraphs 5 and 6 hereof. Provided,
however, that if as a result of an increase in transmission losses or transmission
charges, a party determines in its sole discretion that continued performance under the
Pooling Agreement or Schedule M Agreement would result, in the case of Aspen, in
Aspen paying a higher rate for power and energy than it would pay to another supplier
other than MEAN, or in the case of MEAN, would result in a MEAN Schedule M rate
higher than it would be without Aspen on the system, then the party affected,may' give
the other party notice of his intent to terminate the Pooling Agreement and Schedule M
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Agreement. Following such notification, the parties shall negotiate in good faith to
reallocate transmission losses and transmission charges between them. If no agreement
is reached between the parties, then the Pooling Agreement and Schedule M Agreement
shall terminate on the third anniversary of the giving of the notice provided for herein.
Notwithstanding any other provision of this paragraph, the Pooling Agreement and
Schedule M Agreement shall not terminate following notice given by Aspen under this
paragraph if MEAN agrees to bear whatever increased transmission loss or transmission
charge resulted in Aspen's notice of intent to terminate.
In the event that the Pooling Agreement and Schedule M Agreement are terminated in
accordance with this paragraph 7 and such tennination is initiated by Aspe~, then any
Minimum Billing Demand charges that would have applied had the contract not been
terminated will still apply. In the event that the Pooling Agreement and Schedule M
Agreement are terminated in accordance with this paragraph 7 and such termination is
initiated by MEAN, then any Minimum Billing Demand charges that would have applied
had the Agreements not been terminated will not apply.
8. In the event Aspen shall become a Contract Purchaser its obligation to purchase and
MEAN's obligation to supply electric power and energy shall thereafter be af a Contract
Demand equal to the maximum clock hour integrated system demand of Aspen, less its
WAPA allocation, occurring during each Billing Period for the '12 preceding monthly
Billing Periods, adjusted to take into account and Aspen hydroelectric projects operating
during the 12 preceding monthly Billing Periods. The adjustment for hydroelectric
projects shall be based upon the operating experience of each hydroelectric generation
unit during the maximum clock hour of Aspen integrated system demand during the ,12
preceding monthly Billing Periods. Contract Demand, as used herein, shall constitute
the Firm Power Requirement for the City for purposes of 3.01 of the Schedule M
Agreement.
9. The parties mutually agree that the provisions of Section 4.02 of the Schedule M
Agreement shall not apply in the case of events resulting from or caused by the
negligent or intentional actions of MEAN.
10, It is mutually agreed and understood that the obligations imposed by the provisions
of the Pooling Agreement, Schedule M Agreement and this Revised Supplemental
Agreement are only such as are consistent with applicable state and federal law, The
parties further agree that if any provision of the Pooling Agreement, Schedule M
Agreement or this Revised Supplemental Agreement, becomes in its performance
inconsistent with state or federal law or is declared invalid, they will in good faith
negotiate to modify the agreement accordingly.
11. In no event shall the obligations imposed be diminished or agreements be modified
so as to jeopardize the effectiveness of the Schedule M Agreemi3nt' as sl!)curity for the
payment of notes, bonds, or other evidences of indebtedness issued by MEAN.
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12. This Revised Supplement;;!1 Agreement shall be governed by the laws of the State
of Nebraska,
MUNICIPAL ENERGY AGENCY OF
NEBRASKA
CITY OF ASPEN, COLORADO
By:
By:
Title:
Title:
Date:
Date: ~j r. IflS
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Attest: 'k.
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EXHI13IT A
~OINT OR POINTS OF DELIVERY
CITY OF ASPEN, COLORADO
Dated March 22
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I BASALT .
I SUBSTATION
I (HOLY CROSS EA)
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PUBLIC SERVICE CO
OF COLORADO 115 kV
P = Point of Delivery
M = Point of Measurement
, 1995
500 MCM LINE
25kV
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ASPEN SUBSTATION
(HOLY CROSS EA)
Point of Delivery Adjustment Equals
Approved by MEAN
By
CITY OF ASPEN, COLORADO
By
SF:njg
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EXECUTIVE DIRECTOR
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to the
Revised Supplemental Agreement
between
Municipal Energy Agency of Nebraska
and
The City of Aspen, Colorado.
RUEOIDAM
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I SUBSTATION
I (HOLY CROSS EA)
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500 NlCM LINE
25kV
(TO ASPEN)
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HCEA LINE
PUBLIC SERVICE CO
OF COLORADO 115 kV
HCEA LINE
ASPEN SUBSTATION
(HOLY CROSS EA)
P = Point .of Delivery
'M = Point of Measurement
Point of Delivery Adjustment Equals
MUNICIPAL ENERGY AGENCY OF
NEBRASKA
CITY OF ASPEN, COLORADO
By:
By:
Title:
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Title:
Date:
Date:
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TRANSMISSION SERVICE AGREEMENT
Between
THE CITY OF ASPEN, COLORADO
and
HOLY CROSS ELECTRIC ASSOCIATION, l:NC.
This Agreement is made and entered into as of the 28th day
of August, 1995, by and among Holy Cross Electric Association,
Inc. organized and existing under the laws of the state of
Colorado (hereinafter "Holy Cross"), and the City of Aspen,
Colorado, a municipality organized and existing under the laws of
the state of Colorado (hereinafter "Aspen").
RECITALS
WHEREAS, Holy Cross is engaged in transmitting and
distributing power and energy to its consumers in Pitkin County,
Colorado, among others, and owns and operates electric facilities
outside, within, and adjacent to Aspen.
WHEREAS, Aspen owns and operates a municipal electric system
and is interconnected with electric facilities belonging to Holy
Cross and others.
WHEREAS, the Aspen municipal electric system is an
enterprise as that term is used in Article X, section 20 of the
Colorado Constitution.
WHEREAS, Aspen receives power and energy from the Municipal
Energy Agency of Nebraska, the Western Area Power Administration,
and from Aspen's Ruedi and Maroon Creek hydroelectric facilities.
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WHEREAS, Aspen has requested and Holy Cross is willing to
transmit power and energy over Holy Cross' electric facilities,
including, but not limited to, the Ruedi-Basalt distribution
circuit, the Basalt substation, the Aspen substation, and cer~ain
dedicated distribution facilities between Aspen substation and
the Aspen Municipal Service Area.
WHEREAS, this Agreement replaces the Interim Transmission
Agreement which was initially effective from January 1, 1995 to
February 28, 1995 and subsequently extended to May 31, 1995 and
later extended to August 31, 1995, and neither replaces nor
affects any other agreements of the Parties.
NOW, THEREFORE, IT IS AGREED by and between the parties as
follows:
1.
Term of Agreement
1.01
This Agreement shall become effective on September 1,
1995, and shall continue in full force and effect
through December 31, 1995, and thereafter from year-
to-year unless terminated by at least one (1) year's
prior written notice given by either Party to the
other Party, which notice can be given at any time on
1. 02
or after January 1, 1995.
It is agreed between the Parties that Aspen shall
incur an obligation hereunder at such time as it
commences use of the Holy Cross electrical
facilities)" 'The extent of the monetary obligation of
Aspen shall be computable upon the terms and
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conditions stated herein. Such obligation shall be
promptly paid according to the terms and conditions
of this Agreement as an expense of operating Aspen's
municipal electric system from gross revenues
received by Aspen from its electric customers. The
Parties acknowledge that in utilizing the Holy Cross
facilities as designated in this Agreement, Aspen is
2. Terms and Conditions of Servioe
operating as an enterprise.
2.01
2.02
2.03
JBW\52720\112827.4
Holy Cross agrees to receive at the designated
Point (s) of Receipt and deliver at 'the designated
Point(s) of Delivery such power and energy for
service to Aspen I s retail customers wi'thin the Aspen
Municipal Service Area as that term is defined within
the franchise agreement between Aspen and Holy Cross,
dated June 3, 1977 (Ordinance No. 32, Series 1977).
Separate Exhibits for each Point of Delivery shall be
prepared and signed by the Parties and shall attach
to, and become a part of, this Agreement. Each such
Exhibit shall describe or show the Point of Receipt,
Point of Delivery, delivery voltage, metering, loss
factors, facilities and equipment to be installed by
each Party, and special conditions (if any)
applicable to such Delivery Point.
Such Exhibits shall be identified using the letter A;
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the first Delivery Point Exhibit being A-I and the
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2.04
3. Payment
3.01
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second being A-2, hereafter collecti.vely referred to
as Exhibit A. Such EXhibits may be revised or added
to from time to time by mutual agreement of the
Parties. New Exhibits would be identified A-3 and so
forth.
Holy Cross shall exercise reasonable diligence and
care to maintain continuity of service and avoid
interruptions in the delivery of power and energy
under this Agreement, and to restore service promp,tly
after an interruption of service due to power system
interruptions, overload of facilities, or other
adverse conditions on the Holy Cross system.
Payment by Aspen for the use of Holy Cross'
facilities for all transmission service provided
under this Agreement shall be made monthly and shall
be one twelfth of the following annual costs:
a. The Ruedi-Basalt Distribution Circuit - initially
one half (1/2) of Holy Cross' investment,
depreciation, property taxes, administrative and
general, and operations and maintenance costs.
If at any such time Holy Cross increases the
capacity of the Ruedi~Basalt Distribution
circuit, Aspen's one half share of the cost shall
change and the new payment shall be determined by
the ratio of 5,000 kilowatts divided by the
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capacity of the upgraded Ruedi-Basalt
Distribution circuit expressed in kilowatts.
b.
The Basalt Substation - initially one fifth (1/5)
of Holy Cross' investment, depreciation, property
taxes, administrative and general (including
metering) and operations and mai.ntenance costs.
If at any such time Holy Cross increases the
capacity of the Basalt Substation, Aspen's one
fifth share of costs shall change and the new
payment shall be determined by the ratio of 5,000
kilowatts divided by the capacity of the upgraded
Basalt Substation expressed in kilowatts.
c.
The Aspen Substation - initially one third (1/3)
of Holy Cross' investment, depreciation, prope~ty
taxes, administrative and general (including
metering), and operations and maintenance costs.
If at any such time Holy Cross increases the
capacity of the Aspen Substation, Aspen's one
third share of costs shall change and the new
payment shall be determined by the ratio of
25,000 kilowatts divided by the capacity of the
upgraded Aspen substation expressed in kilowatts.
d. The Aspen Substation to Puppy Smith Switching
station 500 MCM Circuit - one hundred percent of
Holy Cross' investment, depreciation, property
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3.02
3.03
3.04
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taxes, administrative and general, and operations
and maintenance costs.
The costs referenced in this Section 3.01 will be
annually adjusted as outlined in Section 3.03 if the
Agreement is renewed. For 1995, the monthly charge
for services will be $12,898.00. No additional
charges are contemplated by this Agreement except as
set forth in Sections 4.02 and 5.01.
Exhibit B, attached to and made a part of this
Agreement, is a one-line diagram which shows the
facilities to be used under this Agreement.
Holy Cross shall adjust costs annually for any future
periods for which the Agreement may govern based on
Holy Cross' previous audit year. currently, Holy
Cross' audit year is July 1 through June 30. The
1995 costs will be based on July 1993 through
June 1994 costs. Holy Cross' investment cost will be
calculated in accordance with Exhibit D.
Aspen, upon reasonable notice, shall have the right
to review the audits performed pursJ~ant to
Section 3.03 as well as all information upon which
the audit is based. Aspen may challenge any
adjustment proposed by Holy Cross based upon any
error or failure to employ accepted accounting
standards.
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3.05
3.06
3.07
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Monthly bills, shall be calculated by using the
factors described in sections 3.01, 3.03 and 5.01, if
appropriate, and determining a monthly amount
therefrom as shown in the sample calculations for
individual facilities set forth on Exhibits C-l
through C-4, hereafter collectively referred to as
Exhibit C, attached hereto and made a part hereof.
Exhibit C may be added to from time to time and
identified as C-5 and so forth.
Holy Cross will provide Aspen with a copy of
Exhibits C and D on or before November 1 of each year
this Agreement remains in effect.
Holy Cross acknowledges that Aspen is considering the
construction of facilities which may allow Aspen to
route the flow of power and energy in a manner which
bypasses certain of the Holy Cross facilities subject
to this Agreement. If Aspen constructs facilities
which allow it to bypass some but not all of the Holy
Cross facilities described herein, the Parties agree
that Aspen will be relieved,of any responsibility for
payment for unnecessary facilities but may continue
to use necessary facilities at the rates and charges
contained herein, except for facilities specifically
constructed by Holy Cross for Aspen.
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4.
Billing
4.01 The initial billing period shall begin on September
4.02
4.03
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1, 1995.
Monthly payments shall be due and payable within
twenty-one (21) days from the date of mailing as
determined by the united States mail postmark. Holy
Cross will issue a bill as soon as possible after
monthly service has been rendered. Any late payment
beyond the twenty-one (21) day period shall accrue
interest at a rate of one percent (lL%) per month
computed from the date of mailing.
Holy Cross may, at any time after a bill is past due
and after having given sixty (60) days advance notice
in writing, discontinue service until all past due
bills, with interest and late payment charges
thereon, if any, are paid. Remittances received by
mail after the due date will be accepted by Holy
Cross without penalty or interest provided the same
are mailed on or before the due date as evidenced by
the postmark, or other reasonable factors if such
postmark is unavailable or unreadable. In the event
of a billing dispute, Aspen must pay the billed
amount in full and separately note the amount paid
under protest if known at the time of payment.
Discontinuance of service as herein provided shall
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5.
not relieve Aspen of liability for payment for
services actually rendered prior thereto.
Distribution and Transformer Losses
5.01
6.
Aspen shall compensate Holy Cross for distribution
and transformer losses associated with this
Agreement. Distribution and transformer loss factors
shall be set forth in Exhibit A. At the time this
Agreement is signed and executed, Holy Cross is being
credited for losses by the wholesale billing
procedures of Public service Company of Colorado. In.
the event such procedures change and Holy Cross is no
longer credited for losses, Holy Cross will bill
Aspen for losses at the prevailing Public Service
Company of Colorado wholesale rate or at a rate
otherwise agreed to by the Parties.
6.01
Power Factor
JBW\52720\112827.4
Aspen shall be responsible for maintaining, or
causing to be maintained, a power factor at the Ruedi
Point of Receipt and the Aspen Point of Delivery of
between ninety-five percent (95%) leading and
ninety-five percent (95%) lagging. Holy Cross, using
sound engineering judgment, may determine that Aspen
has failed to comply with the power factor
requirements hereof for what it considers an
unreasonable period of time. In such event Holy
Cross may give written notice to Aspen to install
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7.02
7.03
7.04
7.05
JBW\52720\112827.4
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necessary equipment to maintain such a power factor,
and Aspen shall have six months thereafter to
complete such installation.
Metering equipment ownership and location shall be
set forth in Exhibit A.
Holy Cross shall provide Aspen's designated
representatives with all metering information for
billing and energy accounting purposes.
Upon mutual agreement, Aspen may install on Holy
Cross facilities equipment for monitoring of Aspen's
loads. Aspen shall pay all costs associated with
installation, maintenance and removal of such
equipment. Such equipment shall not unreasonably
interfere with Holy Cross' other equipment and
facilities.
Should any meter fail to register the power and
energy delivered during a period, such deliveries
shall be estimated for such period by the Operating
Representatives using the best information available.
If any inspections and/or tests disclose an error
exceeding two percent, a correction based upon the
inaccuracy found shall be made in the records of
electric service furnished for the 90 days previous
to such test; provided, however, that no correction
shall be made for a longer period than such
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8.02
inaccuracy may be determined by the operating
Representatives of the Parties hereto to have
actually existed. Any such correction will have no
effect upon the monthly charges between Holy Cross
and Aspen as contained in this Agreement, except as
provided in section 5.01 of this Agreement.
Each Party grants to the other Party, upon reasonable
notice and reasonable terms, the right to install,
test, maintain, replace, and repair equipment or
facilities, if any, placed on the property of the
other Party under the provisions of this Agreement
during the term of this Agreement, and also grants to
the other Party the right to remove such equipment
and facilities at the expiration of this Agreement.
All such equipment and facilities shall be removed by
the Party who owns such, promptly, at the expiration
of this Agreement.
Each Party also grants to the other Party, upon
reasonable notice and reasonable terms, the right of
ingress and egress to said equipment and facilities.
9. ownership of Facilities
9.01
JBW\52720\112827.4
Ownership of any and all equipment and of all
salvageable facilities installed by a Party to this
Agreement on the property of the other Party shall be,
and remain in ownership of the installing Party.
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9.02
Each Party shall identify all equipment and, to the
extent possible, all other salvageable facilities
which are installed by such Party on the property of
another Party by affixing suitable markers.
10. Mutual support
10.01 During times of scheduled and/or unscheduled outages
unutilized distribution and transformer capacity may
be used by either Party at no cost to either Party.
11. Uncontrollable Forces
11.01 No Party shall be considered to be in default of
performance of any obligation under this Agreement,
other than its obligation to make payments for
services already received, if failure of performance
is due to uncontrollable forces. "Uncontrollable
forces" shall include any cause beyond the control of
the Party affected, including, but not limited to
acts of God, failure of facilities, flood,
earthquakes, storm, fire, lightning, epidemic, war,
riot, civil disturbance, sabotage, or restraint by
court order or public authority, which, by exercise
of due foresight, such Party could not reasonably
have been expected to avoid, and which, by exercise
of due diligence, it is unable to overcome.
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12. Liabilities and Indemnification
12.01 Each Party, to the extent permitted by law, will be
responsible for the facilities owned and operated by
that Party and shall defend, indemnify, and hold
harmless the other Party from any claim arising from
occurrences at or on such facilities except when the
negligence of the other Party or its agents was a
proximate cause of the injury. Each Party shall be
directly liable to the other Party, and to its
officers, directors, employees, and agents for any
claims, losses, damages, or other costs and expenses
(including reasonable attorney's fees and costs)
arising in connection with or as a result of the
negligence of such Party in the performance of this
Agreement. Nothing herein waives any of the
provisions of the Colorado Governmental Immunity Act,
C.R.S. ~ 24-10-101, et sea., as these provisions
apply to Aspen.
13. Mutual Assistance
13.01 During the term of this Agreement the Parties will
cooperate in the operations of their respective
facilities which are the subject of this Agreement
and will to the extent possible coordinate any
necessary interruption in service in a manner which
causes the minimum of disruption to the customers on
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both systems. Nevertheless, Holy Cross reserves the
JBW\52720\11Z827.4
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right to interrupt service to Aspen when, in Holy
Cross' sole judgment, such interruptions:
(a) will
prevent or alleviate an emergency threatening to
disrupt the operation of Holy Cross' system, or
(b) will lessen or remove possible danger to life or
property, or (c) will aid in the restoration of
service.
14. Damages
14.01 In any claim or cause of action arising under this
Agreement, the Parties shall not be liable for any
consequential, special or non-direct damages,
including but not limited to loss of use of
equipment, extra expenses due to the use of temporary
or replacement equipment, loss of electronic data or
programs, loss of business revenue, costs of capital,
or any costs not part of necessary repair to or
reasonable replacement of electric equipment whether
the claim or cause of action is based upon contract,
tort or any other theory of recovery.
15. voluntary or Emergency Acts
15.01 Holy Cross may, with the consent of Aspen, perform
voluntary or emergency acts to electric facilities
which are the responsibility of Aspen but shall have
no liability to Aspen for damages or injuries
resulting from said acts
eXdept to .the extent that
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are proximately caused by
said damages or injuries
JBW\52720\112827.4
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acts or omissions of Holy Cross which are found to be
wanton or willful with the intent to cause injury.
Aspen may, with the consent of Holy Cross, perform
voluntary or emergency acts to electric facilities
which are the responsibility of Holy Cross but shall
have no liability to Holy Cross for damages or
injuries resulting from said acts except to the
extent that said damages or injuries are proximately
caused by acts or omissions of Aspen which are found
to be wanton or willful with the in1:ent, to cause
injury.
16. Waivers
16.01 Any waiver by a party of its rights with respect to a
default under this Agreement, or with respect to any
~ other matter arising in connection with this
Agreement, shall not be deemed to be a waiver with
respect to any subsequent default or matter. No
delay, short of the statutory period of limitations,
in asserting or enforcing any right hereunder shall
be deemed a waiver of such right.
17. Successors and Assigns
17.01 No Party shall assign its rights or duties hereunder
(except as a part of a merger, reorganization or in
connection with the sale or transfer of all or
substantially all o'f its assets), without the prior
I
approval of the other Party, which approval shall not
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unreasonably be withheld. This Agreement shall apply
and be binding upon successors and assigns of each of
the Parties.
18. Notices
18.01 Any notice, request, demand, statement or billing
under this Agreement shall be in wri.ting and shall be
deemed to have been duly delivered when sent by
regular mail or delivery in person to the following
addressee or such other addressee as may be provided
by a Party.
For Holy Cross:
General Manager
P.O. Drawer 2150
Glenwood Springs, Colorado 81602
For Aspen:
City Manager
130 S. Galena st.
Aspen, Colorado 81611
19.
Designation of operating Representatives
19.01 The Operating Representatives for the Parties shall
be designated by written notice upon execution of
this Agreement and can be modified from time to time
upon written notice by each Party.
20. Modification of Agreement
20.01 This Agreement may be modified, amended, or altered
only with the written agreement of 'the Parties.
21. Most Favored Nations
21.01 Holy Cross agrees that it will not provide
transmission services to any entity seeking to serve
I
a retail electrical load within the Aspen Munici.pal
Service Area on any terms more favorable than those
contained herein.
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22. Attorneys Fees
22.01 In the event any Party to this Agreement shall find
it necessary to commence a legal action or
proceeding, either judicial or administrative in
nature, to enforce the terms and conditions of this
Agreement, or obtain a remedy related to such Party's
rights hereunder, the prevailing party shall be
entitled to its reasonable attorney fees, incurred
prior to the commencement of such proceedings, and
during such proceedings, and the costs and expenses
incurred in bringing and maintaining such action or
proceeding.
IN WITNESS WHEREOF, the Parties have caused this Agreement
to be executed by their respective authorized officers or agents.
CITY OF ASPEN, COLORADO
ATTEST:
BY'~.~
By:
Date:
HOLY CROSS ELEC~RIC ASSOCIATION,
INC.
AtI'TEST:
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Date: /J /;s-I9s-
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EXHIBIT A-1
Transfer and delivery of power and energy from the Ruedi Hydroelectric Station to the transmission
system of Public Service Company of Colorado (or successor entity).
Point of Receipt:
Point of Delivery:
Facilities Involved:
loss Factor:
Delivery Voltage:
Metering:
Facilities and Equipment to be Installed:
Special Conditions:
ATTEST:
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ATTEST:
BY:
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Ruedi Hydroelectric Station
High side of Holy Cross Basalt Substation
The Ruedi-Basalt Distribution Circuit
The Basalt Substation
5,63%
115 KV
Ownership - Public Service Company of Colorado
location - At the Ruedi Generator
BY:
Date:
HOLY CROSS ELECTRIC ASSOCIATION, INC.
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EXHIBIT A-2
Transfer and delivery of Ruedi, WAPA (or other successor entity), and MEAN (or other successor
entity) power and energy from the transmission system of Public Service Company of Colorado (or
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other successor entity) to the City of Aspen.
Point of Receipt:
Point of Delivery:
Facilities Involved:
Loss Factor:
Delivery Voltage:
Metering:
Facilities and Equipment to be Installed:
Special Conditions:
ATTEST:
ATTEST:
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worley\transagr.dw
High side of the Aspen Substation
Puppy Smith Switching Station
The Aspen Substation and the
Aspen Substation - Puppy Smith Switching
Station 500 MCM Circuit
,5%
24,9 KV
Ownership - Pubic Service Company of Colorado
Location. Low Side of the Aspen Substation
CITY OF ASPEN, COLORADO
BY:
Date:
HOLY CROSS ELECTRIC ASSOCIATION, INC.
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BASALT (BA)
(H.C.E.A.)
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ASSOCIATION
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EXHIBIT
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(H.C.E.A.)
A PQINTSO, RECIEPT
B POINTS aFDEllVERY
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LEGEND
Ruedi- Basalt Circuit
. Wheeling Cost Calculations
For Rued; Power
Exhibit C-1
Data:
A. 1994 Audit Year 0 & M Expenses (Accounts 580, 583001, 583005,
583006,588001,588003,588005,588009,590,593)
$1,207,192
B. Plant Investment - Overhead Distribution
Original Cost (Accounts 364, 365)
$10,852,228
$145,562
$65,468
C, 1, Ruedi-Basalt Distribution Circuit(Original Cost)
2, Ruedi-Basalt Distribution Circuit(Net Book@June30,1994)
0, Investment for City of Aspen (Ruedi-Basalt Circuit)
1, 1/2 of Original Cost
2, 1/2 of Net Book
$72,781
$32,734
$1,917,922
E. 1994 Audit Year A & G Expenses (Accounts 920, 921, 924, 925, 926,
930201,930209,930212)
F, Gross Utility Plant in Service ( Original Cost)
$86,043,783
G, 1994 Audit Year Property Taxes
$974,273
Calculations:
O&M ((D,1/B)xA)
$8,096
$1,965
$824
Depreciation (0,1 x 2,7%)
Property Taxes (0,1 / F) x G)
A&G ((D,1/F)xE)
Investment Cost (H x 0,2)
$1,622
$2.969
$15,477
Total Annual Cost
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Wheeling Cost Calculations
For Ruedi Power
Exhibit C-2
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A. Total investment - Basalt Substation -
1, Original Cost (excluding land)
2, Original Cost (including land)
3, Net Book as of June 30,1994 (including land)
B, Investmentfor City of Aspen (1/5 ofTotal)
1,1/5 of Original Cost (excluding land)
2,1/5 of Original Cost (including land)
3, 1/5 of Net Book as of June 30, 1994 (including land)
$748,865
$751,724
$544,675
$149,773
$150,345
$108,935
C, 1994 Actual Audit Year 0 & M Costs for 8asalt Substation
$22,148
$1,917,922
0, 1994 Audit Year A & G Expenses (Accounts 920, 921, 924, 925, 926,
930201,930209,930212)
E. Gross Utility Plant in Service ( Original Cost)
$86,043,783
$974,273
F, 1994 Audit Year Property Taxes
G, Rate of Return
::::::;::::::::::::::::::::::::::;::~::~:"""""'"........~:.:.\;:~;:;:;:2<:/:~:::::::::::~:::;:;I:;~;:;::::::~::II;~:~;::~::;:;~;:;:;~~;:;:;Itt:::::::~:t::~::~::~::::::::::~:;:;:;:Ir::i~::;~;~::~:::~:::I~;::;~:f:::;:;~:;~:;:;:;~;~;::!:::~:::~:::::~~!~I~!If=tf~!~:~;~:~;!;:~;~;;;;~;;;;;~;;:~[;~;;:r::;;;::::::..::::::::::::::::;:::;:::;:;:::;:;:;:::::::;:::;:::;:::::i
9.07%
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o & M (20% x C)
$4,430
$4,044
$1,702
$3,351
Depreciation (8,1 x 2,7%)
Property Taxes (8,2/ E) x F)
A & G ((B.2/ E) x D)
Investment Cost (G x 8,3)
$9,880
$23,407
Total Annual Cost
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. Wheeling Cost Calculations
For Ruedi,Mean, and WAPA Power
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Data:
Exhibit C-3
A, Total investment - Aspen Substation -
1, Original Cost (excluding land) $1,772,238
2, Original Cost (including land) $1,896,569
3, Net Book as of June 30,1994 (including land) $1,436,444
B, Investment for City of Aspen (1/3 of Total)
1,1/3 of Original Cost (excluding land) $590,746
2. 1/3 Original Cost (including land) $632,190
3, 1/3 of Net Book as of June 30,1994 (including land) $478,815
C, 1994 Actual Audit Year 0 & M Costs for Aspen Substation $30,886
D, 1994 Audit Year A & G Expenses (Accounts 920, 921,924, 925, 926, $1,917,922
930201,930209,930212)
E, Gross Utility Plant in Service ( Original Cost) $86,043,783
F, 1994 Audit Year Property Taxes $974,273
G, Rate of Return 9,07%
o & M (33,33333% x C)
$10,295
Depreciation (B,1 x 2,7%)
$15,950
$7,158
$14,092
$43,428
$90,924
Property Taxes (B.2/ E) x F)
A & G ((B,2/ E) x D)
Investment Cost (G x B,3)
Total Annual Cost
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Wheeling Cost Calculations
'For Ruedi,Mean, and WAPA Power
Exhibit C-4
A. 1994 Audit Year 0 & M Distribution Expenses
$2,319,973
$159,900
$94,965
$1,917,922
8, 1, Aspen Substation - Puppy Smith 500 MCM Circuit(original cost)
2, Aspen Substation - Puppy Smith 500 MCM Circuit(net book @ 06/30/94)
C, 1994 Audit Year A & G Expenses (Accounts 920, 921,924, 925, 926,
930201,930209,930212)
0, Gross Utility Plant in Service ( Original Cost)
$86,043,783
E, Gross Distribution Plant in Service ( Original Cost)
$55,748,185
F. 1994 Audit Year Property Taxes
$974,273
G. Rate of Return
9,07%
Calculations:
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O&M ((8,1/E)xA)
$6,654
Depreciation (8,1 x 2,7%)
$4,317
Property Taxes (8,1 / D) x F)
$1 ,811
A&G ((8,1 /D)xC)
Investment Cost (G x 8,2)
$3,564
$8,613
$24,960
Total Annual Cost
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Exhibit
12/30/94
HCEA CaEital Cost
Year
1994 Au dit
Weighted
Cost of
Capital
Component
Cost of
Capital
Component
Ratio
Amount
o utstan din g
at end of Year
onent
Ca
Line
No
2.28%
1
(2)
4,74%
0.4801
$44,760.035.00
207.00
$48,461
Long Term Debt
Equity
1
2
&2
ines
sum of
6.79%
9,07%
13.07%
0,5199
1.0000
,242,00
$93,221
Total
3
Weigthed average cost of debt.
(1)
+ g)**n)-l)} * 100
+ g)**n))/(((l
((1
1))
+ g)**(n+
RE = {(((1
(2)
Where:
(%)
g = Five year average annual growth rate in end of year
net plant as a decimal fraction from the preceding contract year.
RE = HCEA's contract year rate of return on equity
n = Target period of revolving capital credits in years,
* = muitiplication
= exponential
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