HEBER LIGHT & POWER COMPANY - UtahHeber Light & Power Board Minutes 2018-03-28 -- Draft Page 1 of 4...

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 - 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.

avca:04ecb46a-5d82-43ee-b863-8974b8717bb4@00:07:08






avca:493f142f-b367-40e4-ace2-0bea1e3bbe93@00:00:37










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.






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













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.






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.







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
















avca:6edc401b-9160-44ce-959a-12aace0f6101@01:12:12


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:







Meeting adjourned.

Karly Schindler

Board Secretary

avca:6edc401b-9160-44ce-959a-12aace0f6101@01:19:22








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

47001 /pro/rpttemplate/acct/2.41.1/gl/GL_STANDARD_FINANCIAL_BAL_SHEET.xml.rpt bmiller


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 %

47001 /pro/rpttemplate/acct/2.41.1/gl/GL_STANDARD_FINANCIAL_BAL_SHEET.xml.rpt bmiller

Revision: 87794


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

47001 /pro/rpttemplate/acct/2.41.1/gl/GL_STANDARD_FINANCIAL.xml.rpt bmiller

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

/pro/rpttemplate/acct/2.41.1/gl/GL_DIR_RPT_2.xml.rpt bmiller47001


Page: 204/13/2018 12:48:55 pm


MAR 2018


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



Page: 304/13/2018 12:48:55 pm


MAR 2018


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


/13/2018 12:34:21 PMRevision: 92859

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


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

/pro/rpttemplate/acct/2.41.1/ap/AP_CHK_REGISTER.xml.rpt47001

/13/2018 12:34:21 PMRevision: 92859


HEBER LIGHT & POWER


Check /Tran Date


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


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



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


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

/13/2018 12:34:21 PMRevision: 92859


HEBER LIGHT & POWER


Check /Tran Date


Invoice GL Reference Div Account Dept Actv Distr Amount AmountBU Project0 930.2 1 0 254.21EMPLOYEE LOAN REPAYMT


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



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


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


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


/13/2018 12:34:21 PMRevision: 92859


HEBER LIGHT & POWER


Check /Tran Date


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


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


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



/13/2018 12:34:21 PMRevision: 92859


HEBER LIGHT & POWER


Check /Tran Date


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


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


/13/2018 12:34:21 PMRevision: 92859


HEBER LIGHT & POWER


Check /Tran Date


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


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


/13/2018 12:34:21 PMRevision: 92859


HEBER LIGHT & POWER


Check /Tran Date


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


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



/13/2018 12:34:21 PMRevision: 92859


HEBER LIGHT & POWER


Check /Tran Date


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


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


/13/2018 12:34:21 PMRevision: 92859


HEBER LIGHT & POWER


Check /Tran Date


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

/13/2018 12:34:21 PMRevision: 92859


HEBER LIGHT & POWER


Check /Tran Date


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


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


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


/13/2018 12:34:21 PMRevision: 92859


HEBER LIGHT & POWER


Check /Tran Date


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


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


CHK56984 03/09/2018 386 ELECTRICAL WHOLESALE SUPPLY 716.39914815500 0 107.0 0 0 494.12Shark 8 70w/D10 LEd Light Strip


/13/2018 12:34:21 PMRevision: 92859


HEBER LIGHT & POWER


Check /Tran Date


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


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


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


/13/2018 12:34:21 PMRevision: 92859


HEBER LIGHT & POWER


Check /Tran Date



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


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


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


/13/2018 12:34:21 PMRevision: 92859


HEBER LIGHT & POWER


Check /Tran Date


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


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


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


/13/2018 12:34:21 PMRevision: 92859


HEBER LIGHT & POWER


Check /Tran Date


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


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


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


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


/13/2018 12:34:21 PMRevision: 92859


HEBER LIGHT & POWER


Check /Tran Date


Invoice GL Reference Div Account Dept Actv Distr Amount AmountBU Project0 591.0 2 0 28.22Vending Material Issuance


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


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


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


/13/2018 12:34:21 PMRevision: 92859


HEBER LIGHT & POWER


Check /Tran Date


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


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


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


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


/13/2018 12:34:21 PMRevision: 92859


HEBER LIGHT & POWER


Check /Tran Date



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


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


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


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

/13/2018 12:34:21 PMRevision: 92859


HEBER LIGHT & POWER


Check /Tran Date


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


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


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


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


/13/2018 12:34:21 PMRevision: 92859


HEBER LIGHT & POWER


Check /Tran Date



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


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


/13/2018 12:34:21 PMRevision: 92859


HEBER LIGHT & POWER


Check /Tran Date


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


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)


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


/13/2018 12:34:21 PMRevision: 92859


HEBER LIGHT & POWER


Check /Tran Date


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


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


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)


/13/2018 12:34:21 PMRevision: 92859


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


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



Board of Directors

ATTEST:


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)



Board of Directors

ATTEST:


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.


Kelleen Potter, Board Chair

ATTEST:

_____________________________


10869826_1

Exhibit A

Fifth Amendment to Intermountain Power Agency Organization Agreement

[see attached]

FIFTH AMENDMENT TO



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


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”):


Bountiful, a Municipal

Corporation

City of Logan





Heber Light & Power Company Murray 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


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).


(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.


(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.



ARTICLE 8


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.



ARTICLE 14


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.


(Signature)

(Title)

ATTEST:

Secretary

FIFTH AMENDMENT TO



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


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

4

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,

6

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.


(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

7

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

8

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).


(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:

10

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.


(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

12

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.


ARTICLE 8


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

13

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.


ARTICLE 14


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

14

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


Bountiful, a Municipal

Corporation

City of Logan





Heber Light & Power Company Murray City Corporation






HEBER LIGHT & POWER COMPANY - UtahHeber Light & Power Board Minutes 2018-03-28 -- Draft Page 1 of 4...

Documents

Transcript of HEBER LIGHT & POWER COMPANY - UtahHeber Light & Power Board Minutes 2018-03-28 -- Draft Page 1 of 4...