Page 1 Board of Directors Regular Meeting 2000 East Horsetooth Road, Fort Collins, Colorado Thursday, April 28, 2016, 9:00 a.m. Call to Order 1) Consent Agenda a. Minutes of the Regular Meeting of March 31, 2016 b. Fort Collins Substation IGA 2) Items Removed from Consent Agenda 3) Public Comment Motion to Approve Resolution 10-16 Other Action Items 4) Revision to TARIFF— SCHEDULE 4: Wholesale Transmission Service 5) Acceptance of 2015 Annual Report 6) BKD Contract Extension Management Reports 7) 8) 9) 10) Legal & Governmental Affairs Report March 2016 Operating Report March 2016 Financial Report Management Report a. Debt Financing Recap b. Western IRP Requirement c. Water Discussion Roundtable Adjournment Resolution 11-16 Motion to Accept Motion to Accept Page 2 Page 3 2016 BOARD MEETING PLANNING CALENDAR MAY 26, 2016 AUGUST 25, 2016 Regular Board of Directors Meeting • Integrated Resource Plan (IRP) Update • Synopsis of State Legislation of Interest • Water Discussion Regular Board of Directors Meeting • Wholesale Rate Forecast • Clean Power Plan Update • Water Discussion and Draft Water Policy Retirement Committee Meeting Retirement Committee Meeting JUNE 10 – 15, 2016 APPA National Conference Phoenix, AZ www.publicpower.org JULY 28, 2016 Regular Board of Directors Meeting: • Retirement Committee Report • Energy Efficiency Program Update • Community Solar Program • Water Discussion Calendar subject to change. Used for planning purposes only. SEPTEMBER 29, 2016 Regular Board of Directors Meeting • Retirement Committee Report • 2017 Proposed Annual Budget Work Session • Demand Response Pilot Update • 2017 Draft Strategic Plan • Potential Water Policy Approval OCTOBER 27, 2016 Regular Board of Directors Meeting • 2017 Proposed Annual Budget Update (first public hearing) • 2017 Proposed Rate Tariff(s) • 2017 BKD Audit Plan • Rawhide rail contract • Clean Power Plan Update Last updated: April 2016 Page 4 2016 BOARD MEETING PLANNING CALENDAR NOVEMBER 18, 2016 No Board of Directors Meeting Retirement Committee Meeting DECEMBER 8, 2016 Regular Board of Directors Meeting • Retirement Committee Report • 2017 Annual Budget Review (second public hearing and adoption) • 2017 Proposed Board of Directors Regular Meeting Schedule • 2017 Strategic Plan (Approval) • Integrated Resource Plan (IRP) Update Calendar subject to change. Used for planning purposes only. Last updated: April 2016 Page 5 2016 Board of Directors Term Expiration Town of Estes Park P.O. Box 1200, Estes Park, Colorado 80517 Mayor-Elect Todd Jirsa (to be sworn in April 26, 2016) April 2020 Reuben Bergsten—Vice Chairman, Board of Directors December 2019 City of Fort Collins P.O. Box 580, Fort Collins, Colorado 80522 Mayor Wade Troxell Mayor Pro Tem Gerry Horak April 2017 December 2016 City of Longmont 350 Kimbark Street, Longmont, Colorado 80501 Mayor Dennis Coombs November 2017 Tom Roiniotis—Chairman, Board of Directors December 2018 City of Loveland 500 East Third Street, Suite 330, Loveland, Colorado 80537 Mayor Cecil Gutierrez—Secretary, Board of Directors November 2017 Steve Adams December 2017 Page 6 Page 7 Vision, Mission, and Values Vision: As a respected leader and responsible energy partner, improve the quality of life for the citizens served by our owner communities. Mission: Provide safe, reliable, environmentally responsible, and competitively priced energy and services. Values: • Safety – Working safely and protecting the public, our employees, and the assets we manage is non-negotiable. • Integrity – Being ethical and holding ourselves accountable to conduct business in a fair, honest, open, compliant, and environmentally responsible manner is at the core of what we do. • Customer Service – Providing quality service at a competitive price while being responsive to our owners’ needs creates added value and improves customer satisfaction. • Respect – Encouraging constructive dialogue that promotes a culture of inclusiveness, recognizes our differences, and accepts varying viewpoints will lead us to optimal solutions for even the most difficult challenges. • Operational Excellence – Engaging employees to strive for excellence and continuous improvement ensures that we provide reliable service while managing costs and creating a rewarding work environment. • Innovation – Supporting the development of technologies to promote the efficient use of electricity, protect the environment, and create a diversified energy supply portfolio mitigates risk and creates opportunities. • Sustainability – Maintaining financial integrity, minimizing our environmental impact, and supporting responsible economic development in our owner communities ensures the long-term viability of the organization and the communities we serve. 2000 East Horsetooth Road • Fort Collins, Colorado 80525-5721 970-226-4000 • www.prpa.org Page 8 Page 9 Regular Meeting Minutes of the Board of Directors 2000 East Horsetooth Road, Fort Collins, Colorado Thursday, March 31, 2016 ATTENDANCE Board Members Representing Estes Park: Mayor Bill Pinkham Representing Fort Collins: Mayor Wade Troxell 1 and Mayor Pro Tem Gerry Horak 2 Representing Longmont: Mayor Dennis Coombs 3 and Tom Roiniotis Representing Loveland: Mayor Cecil Gutierrez and Steve Adams Platte River Staff Jackie Sargent (General Manager/CEO) Joe Wilson (General Counsel) Jason Frisbie (Chief Operating Officer) Dave Smalley (Chief Financial & Risk Officer) Karin Hollohan (Chief Administrative Services Officer) Deb Schaneman (Chief Compliance Officer) Pete Hoelscher (Chief External Affairs and Customer Relations Officer) Heather Banks (Fuels & Water Manager) Shelley Nywall (Controller) Julie Depperman (Treasury Manager) Baird Cook (Facilities Project Coordinator) Jeff Menard (Facilities and Fleet Supervisor) Paul Davis (Customer Services Manager) Angela Walsh (Executive Assistant) Becky Avery (Internal Audit Manager) Guests Kevin Gertig (Fort Collins Utilities Executive Director) Tim McCollough (Fort Collins, Light and Power Operations Manager Brieana Reed (Loveland, Senior Electrical Engineer) Gretchen Stanford (Loveland, Customer Relations Manager) Dan Hartman (Managing Director, PFM) 4 Kurt Kaufman (Bond Counsel, Sherman & Howard) 5 Rob MaCoy (BKD CPA & Advisor) Jodie Cates (BKD) Anna Thigpen (BKD) Peter O’Neil (Chairperson, Fort Collins Energy Board) Rick Coen (Namaste Solar) Philip Hartman (Steamtech, Inc.) Jacy Marmaduke (Environmental reporter, The Coloradoan) Arrived at 9:02 a.m. and dismissed himself at 11:37 a.m. Called in at 9:57 a.m. and dismissed himself at 10:30 a.m. 3 Called in at 9:00 a.m. and dismissed himself at 10:30 a.m. 4 Attended by conference call 5 Attended by conference call 1 2 Page 10 Regular Board Meeting Minutes: March 31, 2016 CALL TO ORDER Chairman Roiniotis called the meeting to order at 9:00 a.m. A quorum of Board Members was present and the meeting, having been duly convened, was ready to proceed with business. ACTION ITEMS Due to an early departure request by Mayor Troxell a revised agenda including the Fort Collins Study Request was circulated after the original agenda was distributed. Director Pinkham moved to accept the revised agenda as provided. Director Troxell seconded, and the motion carried 6-0. (1) Consent Agenda a. Approval of the Regular Meeting Minutes of February 25, 2016 b. Fire Service Mutual Aid IGA’s Resolutions 05-16 and 06-16 Director Gutierrez moved to approve the Consent Agenda as presented. Director Pinkham seconded, and the motion carried 6-0. (2) Items Removed from Consent Agenda None. (3) Public Comment Peter O’Neil, chairman of the Fort Collins Energy Board, stated his support for the Fort Collins Energy Policy and requested support from the other owner municipalities to help meet Fort Collins’ goals and the adoption of similar goals for their utilities. (4) Retirement Committee Report (presenter: Director Adams) Director Adams reported the Retirement Committee met on Thursday, February 25. The minutes for the meeting are provided in the Board meeting packet starting on page 35. (5) Foothills (FEMA) Solar Project Approval (presenter: Joe Wilson) Joe Wilson, general counsel, provided the Board with background information on the hydro generation unit destroyed during the 2013 flood. An update on the project replacing the hydro generation unit with a solar facility is highlighted in the Board packet starting on page 37. Staff recommended the Board acknowledge that Loveland can replace the 900kW lost capacity and to take advantage of the 1 percent self generation allowance created by the 2010 power supply agreement with Platte River. Director Adams provided additional information on FEMA’s support of the solar project. Director Pinkham moved that the Board acknowledge that Loveland may replace its grandfathered hydropower facility, which was rated at 900kW and which was lost during the 2013 flood, with a portion of the capacity being constructed at the Foothills Solar Project, and that the output of 2.5MW of capacity at the Foothills Solar Project will reduce the allrequirements obligation of Loveland under its Power Supply Agreement with Platte River. Director Gutierrez seconded. Page 2 of 6 Page 11 Regular Board Meeting Minutes: March 31, 2016 Further discussion between Directors and Loveland staff ensued. Brieana Reed, senior electrical engineer, was available to answer questions regarding the project. Platte River staff is fully engaged and supportive of this project and sees this as an opportunity. Mayor Gutierrez reminded the Board that time is of the essence working with FEMA and deadlines were approaching, and Loveland has an opportunity that needs to be taken advantage of now. With a motion and a second on the floor, the motion carried 6-0. (6) Debt Financing Authorization (presenter: Dave Smalley/Kurt Kaufmann) Dave Smalley, chief financial and risk officer, provided an update on the Series JJ Bond issue documents previously discussed at the February Board meeting and referred to Joe Wilson, general counsel, and Kurt Kaufmann, bond counsel with Sherman & Howard, to review the documents provided in the Board packet starting on page 39. a. Eleventh Supplement Resolution 07-16 Mr. Kaufmann provided an overview of the documents associated with the bond issue, highlighting the main details to the Series JJ bond issue. He described the process of bond issuance and the advantages of refunding the Series HH bonds. Director Troxell moved to approve Resolution 07-16; the Eleventh Supplemental Power Bond Resolution as presented. Director Adams seconded, and the motion carried 6-0 with a roll call vote; Director Coombs by phone, Director Troxell, Chairman Roiniotis, Director Pinkham, Director Gutierrez and Director Adams. (7) HQ Campus Decision (presenter: Karin Hollohan) Karin Hollohan, chief administrative services officer, reviewed the previous Board conversations regarding the HQ Campus discussions, land purchasing options and staff recommendations for moving forward with Alternate C, building on a green field site. Staff requested the approval of the Board resolution delegating authority to the general manager to move forward with the land purchase for the purpose of building a new headquarters campus within the city of Fort Collins. Platte River’s 2016 budget did not include the land purchase, only the design and engineering allocation. Once the land purchase has been completed and the associated expenses involved are known, staff will return to the Board with a contingency fund transfer request at a future Board meeting. Staff reassured the Board that continual updates will be provided throughout the project at future utility director meetings and Board meetings. Staff commended the Board for their engagement and participation throughout the process for this project. Jackie Sargent, general manager and CEO, added that approval of this phase allowing the project to move forward does not necessarily mean that the headquarters campus gets built. There will be opportunity along the way for input from the Board and further approvals required from the Board before Platte River constructs facilities. There will be ample opportunity for the Board to continue to weigh in as the project moves forward. Director Coombs moved to approve Resolution 08-16 authorizing the land purchase as presented. Director Pinkham seconded, and the motion carried 6-0. (8) 2015 BKD Audit Report (presenter: Rob MaCoy-BKD) Rob MaCoy, BKD CPA & advisor, gave an overview of the Financial Audit Report provided as a separate handout and also posted on the Platte River website. Page 3 of 6 Page 12 Regular Board Meeting Minutes: March 31, 2016 Director Pinkham moved to accept the 2015 BKD Audit Report as presented. Director Troxell seconded, and the motion carried 6-0. a. Fee Proposal and Contract Extension Deb Schaneman, chief compliance officer, introduced the fee proposal and contract extension option to the Board. The Board is responsible for retaining our external auditors and the external auditors report directly to the Board. The Board can decide to extend the contract with BKD or seek proposals. No decision was required by the Board at the March meeting. Jody Cates also with BKD presented the fee proposal and contract extension, starting on page 199 of the Board packet, for consideration. A director asked the number of available firms in the market capable of doing utility audits. BKD staff responded that the number is limited to firms that are capable of handling government utility audits. Another director requested that Platte River staff provide additional analysis to the Board for consideration at the April meeting. (9) Fort Collins Study Request (presenter: Mayor Troxell) Mayor Troxell presented a request by the City of Fort Collins that Platte River explore (via a Platte River study) a separate electricity supply structure and revenue requirement for the City of Fort Collins (a more diversified resource mix) to help achieve the City’s Climate Action Plan (CAP) goals. The City of Fort Collins is willing to pay Platte River for the study; however, as a new structure would impact all Platte River owners, it was suggested that the associated cost be incurred by Platte River. Ms. Sargent shared that this is an opportunity for Platte River. The results will help to provide information on how to move forward and discuss rate impacts in a transparent manner. This approach gives Fort Collins information to determine how best to meet their CAP goals, and at the same time allows the other Platte River owner municipalities the information they need to meet their objectives. In the end, establishing different resource supplies and rate structures may create greater flexibility for our owner communities. Staff suggests that Platte River conduct the study, absorb the costs, and share the results with all owner municipalities. A project charter to complete the analysis will be developed for review at a future meeting. Discussion among the directors and staff continued regarding Platte River taking on the costs and responsibilities to conduct the study, the differences in the owner municipalities and the value of sharing the data with all the municipalities. Director Horak moved to authorize Platte River to begin developing a project charter with city staffs for review by the Board at a later date. Director Coombs seconded, and the motion carried 7-0. 10:31a.m. - 10-minute break (10) Legal & Governmental Affairs Report (presenter: Joe Wilson) Mr. Wilson, general counsel, briefed the Board on the current legal and governmental affairs. The full report is within the Board packet starting on page 205. Page 4 of 6 Page 13 Regular Board Meeting Minutes: March 31, 2016 Director Troxell added, for information purposes only, that Fort Collins City Council signed onto the Amicus Curiae prepared by the National League of Cities in support of the Clean Power Plan with a 5-2 vote. (11) February Operating Report (presenter: Jason Frisbie) Mr. Frisbie, chief operating officer, reviewed the February operational budget variances and noted the full report is in the Board packet starting on page 211. Mr. Frisbie handed out corrected pages 216 and 217 of the Operating Report and noted the original Dispatch Cost charts did not include combustion turbine costs. (12) February Financial Report (presenter: Dave Smalley) Mr. Smalley, chief financial & risk officer, highlighted the financial budget variances for February. The full report is in the Board packet starting on page 219. (13) Management Report (presenter: Jackie Sargent) Ms. Sargent highlighted the safety, environmental, legal, operational, and financial updates that were covered in the Board packet starting on page 229. In addition, the following items were discussed. Platte River is partnering with CSU and their student interns who attend their Occupational and Environmental Health Symposium class engaging them in exercises to provide the trainees with real experiences while working on a diverse team addressing actual health, safety, and wellness issues. The final product for the community partner is a report with recommendations on how to improve safety, health, and wellness at the facility. Platte River is looking forward to receiving that report. An update was provided on the physical security at all substations, focusing on the two incidents of damage to the Dixon Creek substation walls. Fort Collins has already improved the intersection markings and signage. Platte River appreciates the prompt response and will continue working together with the City on other ideas for improving the physical security perimeter in order to prevent future breaches. Staff is moving forward with the coal combustion residuals rule implementation. Data is being collected and will be used to develop an updated groundwater monitoring plan. If modifications to the bottom ash settling ponds are necessary – which could include moving to a dry ash handling system - Platte River will include projects in the budget as appropriate. Within the context of rate forecasts, there remains a great deal of uncertainty about the CPP. Staff continues to analyze the various scenarios as information becomes available. Rate impacts for future years will also depend on what the municipalities decide to do with Platte River’s generation portfolio as a result of Fort Collins’ study request. Energy Efficiency programs and customer participation has exceeded Platte River’s expectations this year and the commitment of rebate funding is running ahead of plans. Staff may need to request additional funding in the future. Regarding the Windy Gap Firming Project, on March 28 Northern Water received the 401 Certification from the Colorado Water Quality Control Division for the Windy Gap Firming Page 5 of 6 Page 14 Regular Board Meeting Minutes: March 31, 2016 Project. This is the state water quality certification under the federal Clean Water Act. The letter to the Municipal Sub-district stated that “The Division concludes that there is reasonable assurance that the project will be conducted in a manner that complies with all applicable water quality requirements...and therefore this letter shall serve as official notification that the Division is issuing a Conditional Certification….” This permit comes after 12 years of work by Northern staff on the water quality component of the project. This is a significant milestone in the project, and the Army Corps of Engineers can now issue a federal 404 permit - the final permit needed to move forward with construction of Chimney Hollow Reservoir. a. Community Solar Update (presenter: Paul Davis) Paul Davis, customer services manager, provided an update on the community solar project process. A draft of an intergovernmental agreement (IGA) was sent out this week for review by city staffs. Board approval will be requested in April. Work continues on the project charter, which will identify the scope of work, the business need and justification, program timeline, and what staff resources will be needed. Staff is re-evaluating the value of solar calculation for communities and future projects using hour- by-hour data. b. Water Resources Reference Document (presenter: Heather Banks) Heather Banks, fuels and water manager, gave a presentation on the sixth draft of the water resources reference document and the purpose of the document. Platte River staff will be working with city staffs to finalize the document. It will be a living document, being updated once a year, for use as a valuable reference for the future. Roundtable Board Members shared the latest news from the Municipalities. ADJOURNMENT With no further business, the meeting adjourned at 12:03 p.m. The next regular Board meeting is scheduled for Thursday, April 28, at 9:00 a.m. in the Platte River Power Authority Board Room, 2000 East Horsetooth Road, Fort Collins, Colorado. AS WITNESS, I have executed my name as Assistant Secretary and have affixed the corporate seal of the Platte River Power Authority this day of , 2016. Assistant Secretary Page 6 of 6 Page 15 Memorandum Date: April 20, 2016 To: Board of Directors From: Jackie A. Sargent, General Manager/CEO John Collins, Manager of Engineering and Transmission Services Subject: Resolution approving Intergovernmental Agreement for Substation Maintenance and Engineering Support Services between the City of Fort Collins and Platte River Power Authority The City of Fort Collins has asked to retain Platte River to perform substation maintenance and engineering support services: during distribution system emergencies; upon request for routine operating and maintenance; or for capital project tasks. The parties have successfully negotiated an Intergovernmental Agreement for Substation Maintenance and Engineering Support Services (“IGA”). Under the IGA, Platte River will provide backup substation maintenance and engineering support at each Fort Collins substation. Platte River shall invoice Fort Collins monthly for work performed. As in similar agreements with Loveland and Estes Park, the billing rate for Platte River shall consist of direct pay and benefits. The management of Platte River recommends approval of the IGA. The attached resolution approves the IGA for execution. Attachment Page 16 Page 17 INTERGOVERNMENTAL AGREEMENT FOR SUBSTATION MAINTENANCE AND ENGINEERING SUPPORT SERVICES THIS INTERGOVERNMENTAL AGREEMENT FOR SUBSTATION MAINTENANCE AND ENGINEERING SUPPORT SERVICES (“Agreement”) is made and entered into this ____ day of_________, 2016, by and between the CITY OF FORT COLLINS, COLORADO, a home rule municipality (“Fort Collins”), and PLATTE RIVER POWER AUTHORITY, a political subdivision organized and existing under and by virtue of the laws of the State of Colorado (“Platte River”). WHEREAS, Fort Collins desires to retain Platte River to perform Substation Maintenance and Engineering Support Services during distribution system emergencies or upon request for routine Operating and Maintenance or Capital Project tasks as set forth in this Agreement (the “Services”); and WHEREAS, Platte River desires to provide those Services to Fort Collins; and WHEREAS, as governmental entities in Colorado, Fort Collins and Platte River are authorized, pursuant to C.R.S. § 29-1-203, to cooperate or contract with one another to provide any function, service, or facility lawfully authorized to each. NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows: 1. Services. Fort Collins agrees to retain Platte River to provide the Services as more specifically set forth in Exhibit A, attached hereto and incorporated herein by t h i s reference, and Platte River agrees to so serve. Platte River represents that it has the requisite authority, capacity, experience, and expertise to perform the Services in compliance with the provisions of this Agreement and all applicable laws and agrees to perform the Services on the terms and conditions set forth herein. 2. Compensation. F o r t C o l l i n s agrees to pay Platte River for the Services amounts due as set forth in Exhibit A. Fort Collins shall make payment upon receipt and approval of invoices submitted by Platte River, which invoices shall not be submitted more frequently than monthly and shall identify the Services performed for which payment is requested. 3. Term. The Term of this Agreement shall be from the date first written above until terminated as provided in Paragraph 10 below. 4. Appropriation. To the extent this Agreement constitutes a multiple fiscal Page 1 of 9 Page 18 year debt or financial obligation of Fort Collins; it shall be subject to annual appropriation b y t h e Fort Collins City Council and Article X, Section 20 of the Colorado Constitution. Neither Platte River nor Fort Collins shall have a n y obligation to continue this Agreement in any fiscal year in which no such appropriation is made. 5. Monitoring and Evaluation. Fort Collins reserves the right to monitor and evaluate the progress and performance of Platte River to ensure that the terms of this Agreement are being satisfactorily met in accordance with Fort Collins’ and other applicable monitoring and evaluating criteria and standards. Platte River shall cooperate with Fort Collins relating to such monitoring and evaluation. 6. Independent Contractor. The parties agree that Platte River shall be an independent contractor and shall not be an employee, agent, or servant of Fort Collins. 7. Insurance Requirements. a. Excess Liability Insurance. Platte River self insures up to One Million Dollars ($1,000,000.00). Thereafter, Platte River maintains an excess liability insurance policy. b. Comprehensive Automobile Liability Insurance. Platte River shall procure and keep in force during the duration of this Agreement a policy of comprehensive automobile liability insurance insuring Platte River against any liability for personal injury, bodily injury, or death arising out of the use of motor vehicles and covering operations on or off the site of all motor vehicles controlled by Platte River which are used in connection with the Services, whether the motor vehicles are owned, non-owned, or hired, with a combined single limit of at least One Million Dollars ($1,000,000). c. Terms of Insurance. Insurance required by this Agreement may provide for deductible amounts as Platte River deems reasonable for the Services. No such policies shall be cancelable or subject to reduction in coverage limits except after ten days prior written notice to Fort Collins. d. Workers’ Compensation and Other Insurance. During the term of this Agreement Platte River shall procure and keep in force workers’ compensation insurance and all other insurance required by any applicable law. Page 2 of 9 Page 19 e. Evidence of Coverage. Upon request, Platte River shall furnish to Fort Collins certificates of insurance policies evidencing insurance coverage required by this Agreement. f. Subcontracts. Platte River shall contract only with entities capable of performing the work for which they are retained. Platte River shall require all subcontractors to carry adequate levels of insurance and to name Fort Collins as an additional insured under the required policies. In addition, all contracts between Platte River and subcontractors for work under this Agreement shall name Fort Collins as a third party beneficiary of such contracts. g. Property Insurance. Fort Collins shall maintain adequate property insurance, which insurance shall provide a waiver of subrogation in favor of Platte River. Upon request, Fort Collins shall provide documentation to Platte River confirming the existence of said property insurance with the waiver of subrogation language. 8. Indemnification. To the extent permitted by law, each party hereby covenants and agrees to indemnify, save, and hold harmless the other party, its officers, employees, and agents from any and all liability, loss, costs, charges, obligations, expenses, attorney’s fees, litigation, judgments, damages, claims, and demands of any kind whatsoever arising from or out of any gross negligence or intentional misconduct of its officers, employees, or agents in the performance or nonperformance of its obligations under this Agreement. 9. Limitations of Liability. In recognition of the nature of the compensation received for the Services rendered by Platte River under this Agreement, in no event will Platte River be liable to Fort Collins for any claim for damage to property of Fort Collins, whether such claim is in contract or tort, except as provided in Paragraph 8, above. IN NO EVENT WILL PLATTE RIVER BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES. 10. Termination. a. Generally. 1) Fort Collins may terminate this Agreement without cause if it determines that such termination is in Fort Collins’ best interest. Fort Collins shall effect such termination by giving written notice of termination to Platte River, specifying the effective date of termination, at least thirty (30) calendar days prior to the effective date of termination. In the event of such Page 3 of 9 Page 20 termination by Fort Collins, Fort Collins shall be liable to pay Platte River for Services performed as of the effective date of termination (without further liability for payment for services performed after the date of termination). Platte River shall not perform any additional Services after the effective date of the termination unless otherwise instructed in writing by Fort Collins. 2) b. Platte River may terminate this Agreement without cause if it determines that such termination is in Platte River’s best interest. Platte River shall effect such termination by giving written notice of termination to Fort Collins, specifying the effective date of termination, at least thirty (30) calendar days prior to the effective date of termination. For Cause. If, through any cause, either party fails to fulfill its obligations under this Agreement in a timely and proper manner, violates any provision of this Agreement, or violates any applicable law, and does not commence correction of such nonperformance or violation within seven (7) calendar days of receipt of written notice and diligently completes the correction thereafter, the non-breaching party shall have the right to terminate this Agreement for cause immediately upon written notice of termination to the breaching party. In the event of such termination by Fort Collins, Fort Collins shall be liable to pay Platte River for Services performed as of the effective date of termination. Platte River shall not perform any additional Services following receipt of the notice of termination. 11. Governmental Immunity Act. No term or condition of this Agreement shall be construed or interpreted as a waiver, by either party, express or implied, of any of the immunities, rights, benefits, protections, or other provisions of the Colorado Governmental Immunity Act, C.R.S. § 24-10-101 et seq. 12. Survival Clause. The “Indemnification” provision set forth in this Agreement shall survive the completion of the Services and the satisfaction, expiration, or termination of this Agreement. 13. Entire Agreement. This Agreement contains the entire agreement of the parties relating to the subject matter hereof and, except as provided herein, may not be modified or amended except by written agreement of the parties. This Agreement is for the benefit of the parties, and there is no third party or other intended beneficiaries to this Agreement. Page 4 of 9 Page 21 14. Severability. In the event a court of competent jurisdiction holds any provision of this Agreement invalid or unenforceable, such holding shall not invalidate or render unenforceable any other provision of this Agreement. 15. Heading. Paragraph headings used in this Agreement are for convenience of reference and shall in no way control or affect the meaning or interpretation of any provision of this Agreement. 16. Notices. Written notices required under this Agreement and all other correspondence between the parties shall be directed to the following and shall be deemed received when hand-delivered or three (3) days after being sent by certified mail, return receipt requested: If to Fort Collins: Utilities Director City of Fort Collins PO Box 580 700 Wood St. Fort Collins, CO 80521 If to Platte River: General Manager/CEO Platte River Power Authority 2000 East Horsetooth Road Fort Collins, CO 80525 17. Governing Law and Venue. This Agreement shall be governed by the laws of the State of Colorado, and venue shall be in the County of Larimer, State of Colorado. 18. Legal Constraints. The parties recognize the legal constraints imposed upon them by the constitutions, statutes, and regulations of the State of Colorado and of the United States, and imposed upon Fort Collins by its Charter and Municipal Code, and, subject to such constraints, the parties intend to carry out the terms and conditions of this Agreement. Notwithstanding any other provision in this Agreement to the contrary, in no event shall either of the parties hereto exercise any power or take any action which shall be prohibited by applicable law. 19. Counterparts. This Agreement may be executed in separate counterparts, and the counterparts taken together shall constitute the whole of this Agreement. Page 5 of 9 Page 22 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. CITY OF FORT COLLINS, COLORADO By: City Manager ATTEST: City Clerk Approve as to Form: Assistant City Attorney PLATTE RIVER POWER AUTHORITY By: Jackie A. Sargent, General Manager/CEO ATTEST: Assistant Secretary Approve as to Form: Associate General Counsel Page 6 of 9 Page 23 EXHIBIT A Scope of Services Platte River shall provide ba ck up substation maintenance and engineering support a t e a c h Fort Collins substation (the "Substations"), including but not limited to those identified below. This Exhibit A describes in general the b a c k u p support responsibilities that Platte River may provide if needed, the manner in which those responsibilities will be performed, and the administrative activities that will support this work. Substations This list shall be deemed automatically amended upon the construction and operation of additional substations on the Fort Collins Electric Utility distribution network. Substation Name Drake Timberline Harmony Richard’s Lake Linden Dixon Creek Portner Location 200 West Drake Rd., Fort Collins 1809 Timberline Rd., Fort Collins 1800 E. Harmony Rd., Fort Collins 3535 E.C.R. 52, Fort Collins Linden Center Dr., Fort Collins Intersection of Drake Rd./Overland Trail, Fort Collins 6561 Portner Dr., Fort Collins Staffing Platte River will: • • Employ adequate staff to perform backup substation maintenance and engineering support Services at the Substations. These employees shall have other Platte River job responsibilities in addition to their responsibilities under this Agreement. Platte River will identify a lead person on its staff to coordinate the work between Platte River and Fort Collins. Scope of Work Platte River will: • Provide backup substation engineering support needed to solve equipment problems including, but not limited to, the following: System disturbance analysis to enable load restoration Trouble shoot relays Page 7 of 9 Page 24 • Provide backup substation maintenance tasks including, but not limited to, the following: Rack in/rack out feeder switchgear breakers Rack in/rack out ground breakers Rack in/rack out main switchgear breakers Test and maintain substation transformers as requested Switching in substations-Distribution side Relay downloads (load and historical information) Administrative Support Platte River will: • • • • • • • Document all work completed through work orders initiated in its maintenance management system. Copies of these documents shall be made available to Fort Collins upon request. Coordinate any planned outages with Fort Collins staff. Provide a single point of contact for Fort Collins staff for distribution system coordination. Make available Platte River staff to meet with Fort Collins staff to coordinate substation activities with other distribution system activities. Arrange coordination meetings with Fort Collins staff as needed to make sure that Platte River substation maintenance and engineering work on behalf of Fort Collins is being planned and coordinated with Fort Collins staff. Provide updates to any drawings that need to be changed as a result of any Platte River work in the Substations. Request Fort Collins’ approval for any parts that are needed to repair Fort Collins’ equipment that exceeds $1,000 for either a single part or the aggregate cost of multiple parts, which approval shall not be unreasonably withheld. Fort Collins will: • • • • Provide access to any substation equipment drawings necessary to perform the work described in this Agreement. Provide the use of any specialized substation maintenance equipment or spare parts that remain in Fort Collins’ possession. Provide first response call-out for any substation problems (with Platte River providing back-up during vacations or illnesses). Provide 72 hours prior notice for repair/maintenance calls, unless in the case of an emergency. Page 8 of 9 Page 25 Reimbursement Platte River will: • • • • Provide a monthly invoice for work performed for Fort Collins. This invoice will be based on the time spent by Platte River staff on Fort Collins substation work, as documented through work orders that will be available for Fort Collins’ review, and the cost of any parts purchased on behalf of Fort Collins. Vehicle costs and the costs of any equipment necessary for the performance of the Services will be included. Use a billing rate for its staff that consists of direct pay and benefits. No Platte River administrative costs will be billed to Fort Collins. Provide a billing rate sheet to Fort Collins on an annual basis. Fort Collins acknowledges that the billing rate may change during the term of this Agreement and that the City will be invoiced based on the rate in effect at the time work is performed. Platte River shall provide prior notice to Fort Collins of any such rate change. Fort Collins will: • Pay invoices submitted by Platte River within thirty (30) days of receipt. Page 9 of 9 Page 26 Page 27 RESOLUTION NO. __ -16 WHEREAS, Platte River Power Authority (“Platte River”) is empowered by C.R.S. § 291-204 and the Organic Contract to operate and maintain electric facilities, and does so operate and maintain electric facilities; and WHEREAS, the City of Fort Collins (“Fort Collins”) is empowered to and does lawfully operate and maintain an electric distribution system for the benefit of its residents; and WHEREAS, pursuant to C.R.S. § 29-1-203 both Fort Collins and Platte River are empowered to enter into intergovernmental agreements through which the parties may cooperate in the provision of a service or function lawfully authorized to each; and WHEREAS, Fort Collins wishes to contract with Platte River to perform certain backup and emergency substation maintenance and engineering support services as set forth in the attached Intergovernmental Agreement for Substation Maintenance and Engineering Support Services (“IGA”); and WHEREAS, Platte River is willing to perform such services under the terms contained in the attached IGA mutually drafted by the parties. NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of Platte River that the Intergovernmental Agreement for Substation Maintenance and Engineering Support Services between Platte River Power Authority and the City of Fort Collins, in substantially the form presented, is approved and the General Manager/CEO is empowered to execute such IGA on behalf of Platte River. AS WITNESS, I have executed my name as Assistant Secretary and have affixed the corporate seal of the Platte River Power Authority this day of , 2016. Assistant Secretary Resolution No. __-16: Fort Collins Substation Maintenance IGA Page 1 of 1 Page 28 Page 29 No materials at this time. Page 30 Page 31 There are no materials for this section. Page 32 Page 33 Memorandum Date: April 20, 2016 To: Board of Directors From: Jackie A. Sargent, General Manager/CEO Dave Smalley, Chief Financial & Risk Officer Wade Hancock, Financial Planning Manager Subject: Revision to Tariff—Schedule 4: Wholesale Transmission Service The Board of Directors is required by the AMENDED CONTRACTS FOR THE SUPPLY OF ELECTRIC POWER AND ENERGY (AMENDED CONTRACTS) between Platte River Power Authority (Platte River) and the Municipalities to review the rates for electric power and energy furnished thereunder at such intervals as it deems appropriate, but no less frequently than once each year. It has been the routine practice to review and modify Tariff—Schedule 4, the tariff under which Platte River offers transmission service to third parties, on an annual basis at the April Board meeting after the audited year-end financial results are available. This ensures that the rate reflects the most recent costs of operation and actual transmission usage. The Tariff—Schedule 4 transmission rates are charged to other utilities (such as Xcel Energy and Tri-State) that use Platte River’s transmission system. Tariff—Schedule 4 is also charged to Platte River for merchant sales. The transmission rates are calculated using a methodology that the Federal Energy Regulatory Commission has prescribed for this purpose. The following proposed rates were calculated using the 2015 year-end financial and operational information. The proposed Tariff—Schedule 4 Real Power Loss factor is changing from 2.10 percent to 1.82 percent. The decrease is due to a change in the loss rate calculation. The proposed Tariff—Schedule 4 charge for Reactive Supply and Voltage Control from Generation Sources Service is decreasing 4.8 percent from $48.85 to $46.50 per megawatt of Reserved Capacity per month. The rate decrease is the result of a 0.2 percent decrease in transmission usage and a 5.0 percent decrease in the calculated cost recovery for reactive power and voltage control. Platte River charges this rate to network transmission customers. The proposed Tariff—Schedule 4 charge for Long-Term and Short-Term Firm Point-to-Point Transmission Service and Non-Firm Point-to-Point Transmission Service are decreasing from $5,814.04 to $5,680.29 per megawatt of Reserved Capacity per month. The 2.3 percent rate decrease is the result of a 2.5 percent decrease in the transmission revenue requirement outpacing a 0.2 percent decrease in transmission usage. The revenue requirement is decreasing primarily due to reduced net transmission plant. Under Tariff—Schedule 4, Platte River continues to reserve the right to offer discounted transmission rates for specific transmission paths. Page 34 MEMO - Revision to TARIFF - SCHEDULE 4 Wholesale Transmission Service April 2016 Page 2 of 2 If approved, this revised rate tariff will become effective on May 1, 2016. Attached to this memorandum is a copy of the proposed tariff (both a clean and a redline copy) and a resolution that authorizes amendment of the wholesale transmission service tariff. Attachment Page 35 TARIFF—SCHEDULE 4: WHOLESALE TRANSMISSION SERVICE Platte River Power Authority (Platte River) offers open access transmission service through this Open Access Transmission Tariff (OATT). The complete OATT is posted on Platte River’s Open Access Same-Time Information System (OASIS) web site. Any Eligible Customer (as defined in the OAT Tariff) may request transmission service from Platte River under the terms of the OAT Tariff. This OAT Tariff does not apply to any entity taking bundled service under Platte River’s TARIFF—SCHEDULE 1: FIRM RESALE POWER SERVICE; TARIFF—SCHEDULE 8: STANDBY SERVICE; OR TARIFF—SCHEDULE 9: LARGE USER SERVICE. In accordance with the OAT Tariff, Platte River reserves the right to offer a discounted transmission rate for transmission service posted on the OASIS for specific transmission paths. A summary of the charges within the OATT Schedules follows. The Real Power Loss factor is 1.82%. (1) Scheduling, System Control, and Dispatch Service No charge in addition to that for Transmission Service (Items 7 and 8 below). (2) Reactive Supply and Voltage Control from Generation Sources Service $46.50 per megawatt (MW) of Reserved Capacity per month. (3) Regulation and Frequency Response Service Platte River is not a balancing authority and does not offer this service. Upon written request, Platte River will assist in arranging for the local balancing authority operator to provide this service; however, Platte River makes no representation that the local balancing authority operator can or will provide the service. (4) Energy Imbalance Service Platte River is not a balancing authority and does not offer this service. Upon written request, Platte River will assist in arranging for the local balancing authority operator to provide this service; however, Platte River makes no representation that the local balancing authority operator can or will provide the service. (5) Operating Reserve—Spinning Reserve Service Platte River is not a balancing authority and does not offer this service. Upon written request, Platte River will assist in arranging for the local balancing authority operator to provide this service; however, Platte River makes no representation that the local balancing authority operator can or will provide the service. (6) Operating Reserve—Supplemental Reserve Service Platte River is not a balancing authority and does not offer this service. Upon written request, Platte River will assist in arranging for the local balancing authority operator to provide this service; however, Platte River makes no representation that the local balancing authority operator can or will provide the service. Tariff—Schedule 4: Wholesale Transmission Service Page 1 of 2 Adopted: Effective: Page 36 (7) Long-Term and Short-Term Firm Point-to-Point Transmission Service The charges can be up to the following limits: Yearly Delivery Monthly Delivery Weekly Delivery Daily Delivery Hourly Delivery (8) $68,130.50 per MW of Reserved Capacity per year $5,680.29 per MW of Reserved Capacity per month $1,310.84 per MW of Reserved Capacity per week $262.17 per MW of Reserved Capacity per day $16.39 per MW of Reserved Capacity per hour Non-Firm Point-to-Point Transmission Service The charges can be up to the following limits: Monthly Delivery Weekly Delivery Daily Delivery Hourly Delivery $5,680.29 per MW of Reserved Capacity per month $1,310.84 per MW of Reserved Capacity per week $262.17 per MW of Reserved Capacity per day $16.39 per MW of Reserved Capacity per hour Transmission Revenue Requirement The charge for Network Integration Transmission Service is calculated pursuant to the Federal Energy Regulatory Commission (FERC) Pro Forma Open Access Transmission Tariff Attachment H based on Platte River’s annual transmission revenue requirement of $36,745,518. This transmission revenue requirement is calculated in accordance with the FERC pro-forma Network Service Rate calculation requirement. Joint Dispatch Transmission Service Joint Dispatch Transmission Service is applicable only to load serving entities in the PSCo Balancing Authority Area that are signatories to a Joint Dispatch Agreement (JDA) under which: (1) participating generating resources of the parties are dispatched as a pool on a least-cost basis respecting transmission limitations; and (2) the Joint Dispatch Transmission Service Customers’ respective transmission service providers have provided within their OATT a transmission service schedule for energy dispatched pursuant to the JDA at a rate equal to zero dollars on a non-firm, as-available basis with the lowest curtailment priority. Hourly delivery: Tariff—Schedule 4: Wholesale Transmission Service $0.00 per MW of Reserved Capacity per hour Page 2 of 2 Adopted: Effective: Page 37 TARIFF—SCHEDULE 4: WHOLESALE TRANSMISSION SERVICE Platte River Power Authority (Platte River) offers open access transmission service through this Open Access Transmission Tariff (OATT). The complete OATT is posted on Platte River’s Open Access Same-Time Information System (OASIS) web site. Any Eligible Customer (as defined in the OAT Tariff) may request transmission service from Platte River under the terms of the OAT Tariff. This OAT Tariff does not apply to any entity taking bundled service under Platte River’s TARIFF—SCHEDULE 1: FIRM RESALE POWER SERVICE; TARIFF—SCHEDULE 8: STANDBY SERVICE; OR TARIFF—SCHEDULE 9: LARGE USER SERVICE. In accordance with the OAT Tariff, Platte River reserves the right to offer a discounted transmission rate for transmission service posted on the OASIS for specific transmission paths. A summary of the charges within the OATT Schedules follows. The Real Power Loss factor is 2.11.82%. (1) Scheduling, System Control, and Dispatch Service No charge in addition to that for Transmission Service (Items 7 and 8 below). (2) Reactive Supply and Voltage Control from Generation Sources Service $48.8546.50 per megawatt (MW) of Reserved Capacity per month. (3) Regulation and Frequency Response Service Platte River is not a balancing authority and does not offer this service. Upon written request, Platte River will assist in arranging for the local balancing authority operator to provide this service; however, Platte River makes no representation that the local balancing authority operator can or will provide the service. (4) Energy Imbalance Service Platte River is not a balancing authority and does not offer this service. Upon written request, Platte River will assist in arranging for the local balancing authority operator to provide this service; however, Platte River makes no representation that the local balancing authority operator can or will provide the service. (5) Operating Reserve—Spinning Reserve Service Platte River is not a balancing authority and does not offer this service. Upon written request, Platte River will assist in arranging for the local balancing authority operator to provide this service; however, Platte River makes no representation that the local balancing authority operator can or will provide the service. (6) Operating Reserve—Supplemental Reserve Service Platte River is not a balancing authority and does not offer this service. Upon written request, Platte River will assist in arranging for the local balancing authority operator to provide this service; however, Platte River makes no representation that the local balancing authority operator can or will provide the service. Tariff—Schedule 4: Wholesale Transmission Service Page 1 of 2 Adopted: Effective: Page 38 (7) Long-Term and Short-Term Firm Point-to-Point Transmission Service The charges can be up to the following limits: Yearly Delivery Monthly Delivery Weekly Delivery Daily Delivery Hourly Delivery Yearly Delivery Monthly Delivery Weekly Delivery Daily Delivery Hourly Delivery (8) $68,130.50 per MW of Reserved Capacity per year $5,680.29 per MW of Reserved Capacity per month $1,310.84 per MW of Reserved Capacity per week $262.17 per MW of Reserved Capacity per day $16.39 per MW of Reserved Capacity per hour $69,768.52 per MW of Reserved Capacity per year $5,814.04 per MW of Reserved Capacity per month $1,341.70 per MW of Reserved Capacity per week $268.34 per MW of Reserved Capacity per day $16.77 per MW of Reserved Capacity per hour Non-Firm Point-to-Point Transmission Service The charges can be up to the following limits: Monthly Delivery Weekly Delivery Daily Delivery Hourly Delivery Monthly Delivery Weekly Delivery Daily Delivery Hourly Delivery $5,680.29 per MW of Reserved Capacity per month $1,310.84 per MW of Reserved Capacity per week $262.17 per MW of Reserved Capacity per day $16.39 per MW of Reserved Capacity per hour $5,814.04 per MW of Reserved Capacity per month $1,341.70 per MW of Reserved Capacity per week $268.34 per MW of Reserved Capacity per day $16.77 per MW of Reserved Capacity per hour Transmission Revenue Requirement The charge for Network Integration Transmission Service is calculated pursuant to the Federal Energy Regulatory Commission (FERC) Pro Forma Open Access Transmission Tariff Attachment H based on Platte River’s annual transmission revenue requirement of $37,676,02336,745,518. This transmission revenue requirement is calculated in accordance with the FERC pro-forma Network Service Rate calculation requirement. Joint Dispatch Transmission Service Joint Dispatch Transmission Service is applicable only to load serving entities in the PSCo Balancing Authority Area that are signatories to a Joint Dispatch Agreement (JDA) under which: (1) participating generating resources of the parties are dispatched as a pool on a least-cost basis respecting transmission limitations; and (2) the Joint Dispatch Transmission Service Customers’ respective transmission service providers have provided within their OATT a transmission service schedule for energy dispatched pursuant to the JDA at a rate equal to zero dollars on a non-firm, as-available basis with the lowest curtailment priority. Hourly delivery: Tariff—Schedule 4: Wholesale Transmission Service $0.00 per MW of Reserved Capacity per hour Page 2 of 2 Adopted: Effective: Page 39 RESOLUTION NO. __-16 WHEREAS, Platte River Power Authority sets forth the terms and conditions for transmission service through “TARIFF—SCHEDULE 4: WHOLESALE TRANSMISSION SERVICE”; and WHEREAS, because the wholesale transmission tariff offering is not associated with a service taken by the Owner Municipalities, typically Tariff—Schedule 4 is not revised when the Board conducts its annual review of the remaining tariffs, rather Platte River reviews the transmission tariff offering annually during April using audited financial results for the prior year; and WHEREAS, Platte River’s staff recommends in a memorandum dated April 20, 2016, that an amended “TARIFF—SCHEDULE 4: WHOLESALE TRANSMISSION SERVICE” be adopted to reflect audited and updated year-end financial results and operational, maintenance, and investment cost information. NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Platte River Power Authority that an amended “TARIFF—SCHEDULE 4: WHOLESALE TRANSMISSION SERVICE,” in substantially the form attached hereto is adopted to become effective as of May 1, 2016. AS WITNESS, I have executed my name as Assistant Secretary and have affixed the corporate seal of the Platte River Power Authority this day of , 2016. Assistant Secretary Resolution No. __-16: TARIFF—SCHEDULE 4: WHOLESALE TRANSMISSION SERVICE Page 1 of 1 Page 40 Page 41 Memorandum Date: April 20, 2016 To: Board of Directors From: Jackie A. Sargent, General Manager/CEO Pete Hoelscher, Chief External Affairs and Customer Relations Officer Subject: 2015 Annual Report The 2015 Annual Report is in the final stages of production, and will be presented at the April 28 Board meeting. With the help of A-Train Marketing, we are producing a completely digital version of the report. This approach reduces production costs and supports our overall sustainability focus. A digital book also increases engagement and affords more opportunity for multimedia viewing. Readers will have the option to print a PDF version of the report. The Board will be asked to accept the 2015 Annual Report at the Board meeting. Page 42 Page 43 Memorandum Date: April 20, 2016 To: Board of Directors From: Jackie A. Sargent, General Manager/CEO Deborah R. Schaneman, Chief Compliance Officer Subject: External Audit Firm Considerations One of the duties of the Board of Directors is “to provide for the services of a firm of independent certified public accountants to examine, at least annually, the financial records and accounts of the Authority and to report thereupon.” This duty is set forth in the Organic Contract and the timing of the audit is established by both our bond covenants and state statute. As discussed at the March meeting, the existing contract with BKD terminates with the completion of the 2015 audit services. BKD has presented a proposal to continue the relationship. To assist the Board in making a decision in April to either accept the standing proposal from BKD or to issue a request for proposals, the Board requested that staff present relevant benefits and concerns for evaluation in support of this decision. Overview Platte River staff is very satisfied with BKD’s services, but the hiring and retaining of the external auditor is the Board’s decision. Factors that should be carefully considered include: auditor competence, timeliness of the audit, continuity, and cost – each of which will be addressed below. Auditor Competence Due to its unique nature as both a political subdivision and electric utility, Platte River’s auditing firm should have extensive experience performing audits and providing services to both utilities and governmental entities. In addition to a thorough knowledge of the Generally Accepted Accounting Principles (GAAP), the Platte River auditor should be familiar with Federal Energy Regulatory Commission (FERC) accounting guidelines and special accounting treatments provided for regulated entities under Governmental Accounting Standards Board (GASB) pronouncements. This limits the pool. In addition to BKD, four other potentially qualified auditors were identified through a 2013 Large Public Power Council (LPPC) member survey. These CPA firms include Baker Tilly Virchow Krause LLP, PricewaterhouseCoopers LLP, KPMG and Ernst & Young – and there may be others. Assuming the Board is satisfied with BKD’s performance there is no issue with BKD auditor competence, so this factor would not warrant changing CPA firms. Page 44 MEMO - External Audit Firm Considerations April 2016 Page 2 of 2 Timeliness of Audit Platte River’s General Power Bond Resolution requires that a set of financial statements together with an Accountant’s Certificate be filed with the Trustee annually within one hundred and twenty (120) days after the close of each fiscal year. A commitment to conduct our financial audit in early February to ensure that Platte River is able to meet these deadlines is imperative. Large firms with Security Exchange Commission clients tend to prioritize those clients and push smaller organization’s audits into March. This was an issue when Platte River used Ernst & Young, and was one of the determining factors for seeking an alternative after the 2005 audit. BKD has provided timely audits. Continuity A new auditor brings a fresh set of eyes - a new auditor may look at business differently, reassess risk areas and question things a previous CPA firm has taken for granted. However, there are drawbacks. A mature relationship with an auditor will create a level of understanding of the business and insights that may be beneficial. A long-standing relationship with one auditor may raise the specter of true independence and objectivity. For this reason current audit guidance requires the rotation of engagement partners and audit teams, and if BKD is reengaged a new audit partner will be assigned. Cost Testing the market through an RFP would provide the best cost comparison. However, based on an LPPC audit fee survey completed in 2013, BKD’s fees are at the low end of the scale for qualified firms. Because CPA firms realize that it can be difficult to switch auditors, proposals can result in short-term undercutting in anticipation of future increases. Platte River experienced this with Ernst & Young when they requested a 25 percent increase in fees at the end of their contract. This was another determining factor for issuing an RFP in 2006. To date, we have not experienced this issue with BKD and the proposal costs and annual increases appear reasonable. BKD has provided both a three and five year renewal option, each of which include annual increases. Under the three year pricing, Platte River would be paying 6.3 percent more for the 2018 audits than it did for the 2015 audits. With a five year renewal, the audit pricing in 2020 would be 7.7 percent higher than the 2015 fee. Recommendation Platte River staff believes the benefits of retaining BKD outweigh any benefits that could be potentially realized by changing CPA firms. Staff recommends the Board renew the contract with BKD for a five year period to take advantage of the reduced pricing. Page 45 Memorandum Date: April 20, 2016 To: Board of Directors From: Joseph B. Wilson, General Counsel Subject: PLATTE RIVER LEGAL AND GOVERNMENTAL AFFAIRS REPORT – APRIL 2016 BOARD MEETING The following legal issues and governmental/legislative matters were addressed during the reporting period; bold-faced type is used to highlight recent or significant developments. LEGAL ISSUES: CURRENT OR THREATENED LITIGATION Longmont Excavation Damage — The Zayo Group damaged the 115 kV Terry St. – Fordham underground transmission structure. Sturgeon Electric Company was the contractor for installation and Rapid Wire LLC was the excavation subcontractor. These parties were notified immediately. Repairs were completed and the line was placed in service on April 7, 2014. Two itemized accountings of costs were sent to Zayo Group in a total amount of $728,088.33 with payment due May 15. Platte River filed a complaint against Zayo on May 27, 2014, initiating litigation. Initially Zayo joined Sturgeon and Rapid Wire as third-party defendants, and more recently joined Safe Sites, a contractor for Rapid Wire that assisted in developing the boring plan resulting in the damage. Platte River is in the process of developing expert witness reports in support of its litigation position. The discovery process is ongoing. Depositions are underway and the parties have agreed upon a mediator. Mediation is scheduled for June 1 before Judge Downes, formerly a federal district court judge in Wyoming. A trial date has been assigned for July 2016. WildEarth Guardians Litigation — WildEarth Guardians is an environmental group active in the western United States. The group filed two lawsuits during the week of February 25, 2013; each challenges administrative actions of federal agencies. Although Platte River is not a named party in either proceeding, the relief requested would affect operations at the Craig units. The suit challenging the Regional Haze SIP rule has settled, but the challenge to the federal mining approvals at ColoWyo and Trapper Mines continues. The remaining litigation involves a challenge to the mining plans approved for the Trapper and ColoWyo mines (as well as other mines in New Mexico, Wyoming and Montana). Because the coal at issue is on federal land the challenged approvals were granted by the Office of Surface Mining (OSM), an agency within the Department of Interior. The complaint alleges that the federal approval process was inadequate under the National Environmental Policy Act (NEPA) and the Surface Mining Reclamation and Control Act (SMCRA) because of notice defects and a failure to take a “hard look” at direct and indirect environmental impacts of the mining activity. The relief requested includes invalidation of the mining plans and an injunction on mining until valid plans are approved. A Motion to Sever and Transfer was filed by the Department of the Interior, which was granted. This effectively limits the Colorado proceeding to the ColoWyo and Trapper mines in Moffat County. Page 46 Legal and Governmental Affairs Report April 2016 Page 2 of 6 The court issued a ruling on May 8, 2015. The court found for the plaintiff holding that 1) the notice provided by OSM was insufficient in two respects and thus failed to allow effective public participation during the approval process, and 2) OSM had failed to conduct the type of examination of the environmental impacts required by NEPA. Of particular interest is the portion of the ruling that requires an examination of the indirect impacts of mining, specifically the subsequent combustion of the coal and the impacts of coal combustion on air quality. The ruling is lengthy, and much of the decision addresses the various defenses raised associated with the timing of the approvals and the extent of subsequent mining activity. The approval for the Trapper Mine occurred in 2009 and the ColoWyo approval dates from 2007, yet the challenge was not filed until 2013. Trapper argued the case was moot because the federal coal at issue at Trapper was fully mined. This argument was not available for ColoWyo. The court refused to dismiss the action based on claims of mootness, laches and forfeiture. Once these defenses were addressed the court dealt with the substance of the claims. Although notice was published in various local papers by the mines during the state approval process – a precursor proceeding to eventual action by OSM - the court found that the OSM failed to provide notice both at the outset of its review and when its assessment was completed. Regarding the more significant issue raised by plaintiffs, that being the nature of the environmental review required under NEPA, the court ruled that OSM failed to meet the statutory requirements as to either the direct environmental impacts of the mining activity or the impacts of the subsequent combustion of the mined coal. By its nature NEPA protects the interests of the public in an effective and transparent process underlying federal actions, the court noting “while NEPA does not fix substantive outcomes, it requires federal agencies to take a “hard look” at the potential environmental consequences of their actions.” Accepting the factual claims made by Trapper that all of the coal at issue had been mined, the court acknowledged that vacatur of the OSM approval for Trapper made no sense. As to ColoWyo the court did not enter an immediate vacatur, but rather gave the OSM a 120 day period to meet its obligations under NEPA, indicating that a vacatur and injunction could result if action is not taken within the time period allowed. Subsequent to the ruling the attorney representing Trapper discovered that the permit at issue was broader than represented and much of the coal at issue had not been mined. A notice correcting the record was filed by Trapper on July 2, 2015. Notices of appeal were filed by both the ColoWyo and Trapper Mines. The federal agency listed as the primary defendant in the suit chose not to appeal. Trapper, WildEarth Guardians and the OSM agreed on a process for the NEPA review at Trapper and filed a status report to this effect with the court, which was accepted by the court. The review at Trapper commenced approximately October 1, 2015, and remains on track to be completed by April 30, 2016. During this period mining activities will continue at Trapper only on the portions of the permit property previously disturbed by mining activity. The review of the ColoWyo Mine was recently completed with a finding that any indirect effects of mining were insignificant with a recommendation that mining continue. On September 15, WildEarth Guardians filed a new action against coal mines in Colorado, New Mexico and Wyoming. Two mines in the Powder River Basin of Wyoming were named in the litigation, one of which - the Antelope Mine - supplies coal for Rawhide. This action was filed in Denver federal district Page 47 Legal and Governmental Affairs Report April 2016 Page 3 of 6 court. Due to the outcome of procedural rulings in the prior case, it is likely that jurisdiction and venue will be challenged for those actions directed at mines outside of Colorado. Water Rights Diligence Application — As owners of conditional water rights (in this case, water rights associated with the Reuse Plan), Platte River and Fort Collins are required by statute to file an application for finding of reasonable diligence every six years. Although most of the water rights associated with the Reuse Plan have been made absolute in prior filings, some rights remain conditional. On May 27, 2015, Platte River and the City of Fort Collins filed an application in Water Court, Division One. The application seeks only to continue the water rights as conditional, and does not request any portion of the water rights to be made absolute. In accordance with Colorado law, notice of the application was published in the Water Court Resume and The Coloradoan. Five parties timely filed statements of opposition to the application: 1. 2. 3. 4. 5. Northern Colorado Water Conservancy District City of Greeley Water Supply and Storage Company Larimer & Weld Irrigation Company Cache la Poudre Water Users Association North Poudre Irrigation Co. (“NPIC”) filed a motion to intervene in the case after the deadline for filing statements of opposition had passed. Platte River consented to the motion because it is likely the motion would be granted by the water referee even if we objected, and NPIC’s concerns with the application appear to be narrow. An initial telephone status conference between Platte River’s water counsel, counsel for opposers, and the Water Referee was held on September 1, 2015. Platte River provided a draft ruling to legal counsel for opposers on September 25, 2015. By order of the water court referee, opposers had until November 30, 2015 to provide comments on the draft ruling. All opposers, except Water Supply and Storage Co., submitted comments on the proposed decree. The comments received can generally be classified into two categories. The first question the need and operation of the remaining conditional exchanges. The second relate to certain opposers request to remove mention of their structures in the propose decree. It is primarily the ditch company opposers making this request, in particular The Larimer & Weld Irrigation Company (“LWIC”). Retained counsel and counsel for Fort Collins have exchanged written correspondence in an effort to address LWIC’s concerns. No settlement has been reached yet and the applicants will continue to negotiate with LWIC counsel. A second telephone status conference was held on December 17, 2015 between the applicants and the opposers before the water referee. Since the December status conference, Platte River and City of Fort Collins water staff have met and discussed strategy moving forward. Due to various accounting and operational changes, the City has decided to abandon the conditional exchanges involving structures generally located upstream of the Rawhide Pipeline. This abandonment will not limit the City’s ability to perform under the reuse agreement. At this time, Platte River has decided to continue pursuing a finding of reasonable diligence in the pending case on the conditional exchanges located along the Rawhide Pipeline. A revised draft decree with these changes was circulated to the opposers on March 30, 2016. Platte River’s retained water counsel and Platte River staff will continue to explore settlement with the opposers. Platte River staff will, prior to the next diligence filing deadline, meet with the various ditch companies to explore how such exchanges can potentially offer operational flexibility to both Platte River and the ditch companies. Page 48 Legal and Governmental Affairs Report April 2016 Page 4 of 6 On August 31, 2015, the Division Engineer submitted its Summary of Consultation report to the Water Referee and all parties as required under the uniform local rules for water court. The Division Engineer presented three issues for the Referee’s consideration, two of which are routinely included in Consultation reports. The third requires a showing that Platte River has steadily applied work towards perfecting the water rights. Platte River’s evidence should satisfy this standard. Platte River will respond to the Summary of Consultation prior to the entry of decree in this case. The application will likely be on the Water Referee’s Docket until at least July 31, 2016, and possibly longer. During this time, Platte River and Fort Collins will make initial disclosures regarding the application to the Water Court and opposing parties in an effort to explore settlement. All prior reasonable diligence filings have been settled. If no settlement is reached before the Water Referee, the application will be re-referred to the Water Judge and the matter will be set for trial at that time. ONGONG AND CURRENT MATTERS OF SIGNIFICANCE Environmental Protection Agency Clean Power Plan — On February 9 the Supreme Court stayed the Clean Power Plan rule pending full judicial review. It is unlikely that such review will be complete until 2017 or possibly 2018. This creates significant uncertainty about future compliance planning efforts. Governor Hickenlooper announced that the state planning process will continue during the stay, but opponents have threatened both legislative and judicial action to implement the stay. Discussion of legislative actions is contained below in the Governmental Affairs section of this report. Operations at Glen Canyon Dam — The Bureau of Reclamation and National Park Service are jointly preparing an Environmental Impact Statement (“EIS”) to evaluate operations at Glen Canyon Dam over the next twenty (20) years. In this instance the EIS process is referred to as the Long-Term Experimental and Management Plan, or LTEMP. Glen Canyon is the largest hydropower facility in the family of the Colorado River Storage Project (“CRSP”) hydropower units, which also includes the Aspinall Units on the Gunnison River and Flaming Gorge on the Green River. The outcome of the LTEMP process is important to Platte River because the selected alternative could reduce operational flexibility and reduce available hydropower for purchase. The EIS addresses a number of factors related to releases from Glen Canyon and flow levels down river through Grand Canyon National Park, including hydropower, endangered fish recovery, recreation, and sediment transport. In accordance with the National Environmental Policy Act, Reclamation and the Park Service have developed seven alternatives that are being evaluated in the EIS. The alternatives range from a “No Action” alternative to implementation of “steady flows.” Reclamation and the Park Service publicly released the LTEMP EIS on January 7, 2016. Reclamation and the Park Service have chosen “Alternative D”, also known as the “hybrid approach”, as their preferred alternative. The hybrid approach provides greater hydropower benefits than other alternatives. For example, the monthly release pattern under the hybrid approach would be proportional to the contract rate of delivery for hydropower, except that releases in August and September would be higher and the daily range would be increased (greater ramp up and ramp down rates compared to the steady flow alternative). However, operational issues exist with the hybrid approach, especially in relation to the lack of correlation of hydro generation with load curves. There is a 90-day comment period on the draft. The co-lead agencies must consider and respond to these comments prior to publishing the final decision. Several electric utilities have, or are considering Page 49 Legal and Governmental Affairs Report April 2016 Page 5 of 6 requesting an extension of time to review the LTEMP EIS, a document that is over 1,000 pages in length. Platte River submitted such a request to allow staff time to fully review the proposed action and the potential effects to our operations. Along with several other Senators from Western states, Senator Cory Gardner sent a letter to Interior Secretary Jewell also requesting a 60-day extension. Interior has not yet responded to this request. The Department of the Interior published in the Federal Register a notice extending the time for filing comments by 30 days, making the new deadline May 9, 2016. Staff continues to work with our utility colleagues through the Colorado River Energy Distributors Association (“CREDA”) to analyze the hydropower impact of the LTEMP. CREDA’s comments will be extensive, and will focus on the issues of an artificial limit placed on intraday flow fluctuations, low flow experiments over the summer months, and high flow experiments during the fall and spring. Each of these will reduce federal hydropower production and limit customer operational flexibility. CONTRACTUAL MATTERS Fiber Lease with Reliance Globalcom — Platte River entered into a fiber lease agreement with Reliance Globalcom in 1999. The lease agreement granted Reliance use of 10 fibers on the Fort Collins ring, two fibers on the Loveland Ring and six fibers on the Long Haul. In 2004, Reliance entered into an agreement with the Poudre School District to construct a network of 27 laterals connecting numerous PSD schools, as well as provide internet connectivity to PSD. Reliance also served other customers via laterals from the leased Platte River fibers. Over the last several years, Reliance has ceased it operations in the region and no longer serves any customers in the area with internet service, including PSD. Reliance has approached Platte River seeking to terminate its lease agreement, which otherwise would remain in effect into 2019. Platte River is working with legal and operational staff members from Fort Collins, Loveland and PSD to resolve the issue such that all interests are protected. Remaining issues to be resolved include who should own legal title to the PSD laterals, future maintenance and location responsibilities for those laterals, reimbursement from Reliance for Platte River’s expenses to repair the splice points in the fiber rings used to serve former Reliance customers, and a financial settlement to recover reasonably anticipated future payments under the 1999 lease agreement. GOVERNMENTAL AFFAIRS: Colorado General Assembly — The 2016 session of the General Assembly commenced on January 13, 2016. The split in control of the legislative houses in combination with the upcoming election laid the groundwork for an unproductive session. Deadlines for bill introduction have passed although some bills with “late bill” status continue to trickle in. As of April 19 there have been 444 bills introduced in the House and 189 bills in the Senate. Five bills pertained either directly to Clean Power Plan implementation or to climate-related emission mandates. Three Senate bills address the Clean Power Plan, all of which are sponsored by Senator Cooke. S.B. 16-046 seeks to modify the process for state implementation of the Clean Power Plan by mandating Public Utilities Commission involvement and requiring plan approval from both houses of the General Assembly through joint resolution. This bill also contains a provision that would stay any state Page 50 Legal and Governmental Affairs Report April 2016 Page 6 of 6 implementation efforts during the pendency of any stay of the Clean Power Plan imposed by the courts. The profile of this bill increased with the stay granted by the Supreme Court on February 9, but on March 16, Senator Cooke changed direction and filed S.B. 16-157. It is similar to S.B. 16-046 but takes a more narrow approach imposing a legislative stay on Clean Power Plan activities within Colorado during the pendency of the stay imposed by the Supreme Court. Having been abandoned by the sponsor, S.B. 16-046 was postponed indefinitely on March 17. S.B. 16-157 moved forward and passed out of the Senate on March 29, but has yet to be scheduled for hearing in the House. S.B. 16-061, also sponsored by Senator Cooke, seeks to protect utility customers from rate increases associated with the Clean Power Plan by creating a state fund to directly reimburse utilities from monies appropriated by the legislature. S.B. 16-061 passed out of the Senate on April 6, but no action is scheduled in the House. House Bill 016-1004 requires the inclusion of measurable greenhouse gas reduction goals in future iterations of the state climate action plan. Representative Arndt is a co-sponsor. Like S.B. 16-046, the profile of H.B. 16-1004 was heightened due to the Clean Power Plan stay. This bill passed out of the House, but was postponed indefinitely by the Senate Agriculture, Natural Resources and Energy Committee on March 30. On April 15, House Bill 016-1441 was introduced. This bill proposes substantive changes to the statutory format for the Public Utilities Commission electric resource planning process, and as such does not directly apply to Platte River. If passed by the House, it is expected to die quickly on the Senate side. Introduced this late in the session, the bill can generally be viewed as one of the flurry of message bills that will be introduced during the waning days of the session. Of note, the bill would incorporate language into Title 40 to the effect that climate change is an accepted scientific fact and require the PUC to establish a cost per ton for greenhouse gas emissions for resource planning purposes. The most significant activity concerning the Clean Power Plan occurred during the budget process. The process began with an attempt before the Joint Budget Committee to defund state planning activities during the stay of the Clean Power Plan. This led to a back and forth removal and reinstatement of funding and employee positions as the budget bill moved from the JBC to the House and later to the Senate. Eventually a compromise was reached that reduced the Department of Public Health and Environment budget by about $112,000 with no reduction of employees, but with an accompanying budget notation that the reduction was intended to eliminate planning activities. United States Congress — On April 13 a compromise was reached that will allow further consideration of the energy bill before the Senate. The calendar is working against the bill; because 2016 is an election year there is a shorter window for “policy” bills, and commentators suggest that if the bill doesn’t pass during April the window will have closed. The Senate calendar is crowded with other matters, but the sponsors are still trying to push the bill. The Senate version differs significantly from the House version and a conference committee would likely need to reconcile the conflicting provisions, which further dims chances. There is the possibility that action could be taken during the “lame duck” session of Congress after the November elections. Page 51 March 2016 Operating Report EXECUTIVE SUMMARY For the month of March, Municipal demand was below budget while energy came in close to budget. Baseload generation was significantly below budget for the month, year to date, as a result of lower overall energy market demand and ongoing soft energy market pricing. A two-day unplanned outage of Craig Unit 1 reduced station availability for the month. Wind generation outperformed budget in March due to above normal wind production, which was experienced throughout the entire Western Interconnect. Both surplus sales volume and pricing continue to be adversely affected by depressed market conditions. For the month, natural gas prices continued to be well below normal, and as much as 50% below projections. Dispatch costs were near budget in March, but are above budget for the year primarily due to lower than anticipated generation from the Craig Station; however, Rawhide is trending below budget as well. Category March Variance YTD Variance Municipal Demand (MW) (5.0%) (5.1%) Municipal Energy (MWh) 0.8% (0.3%) (20.4%) (24.3%) 24.4% 21.5% Surplus Sales Volume (MWh) (51.3%) (55.0%) Surplus Sales Price ($/MWh (20.0%) (16.1%) 1.5% (3.6%) Baseload Generation (MWh) Wind Generation (MWh) Dispatch Cost ($/MWh) Variance Key: Favorable: >2% | Near budget: +/- 2% | Unfavorable: <-2% March 2016 Operating Report 1 Page 52 OPERATIONAL OVERVIEW Safety. There were no lost time accidents in the month of March. 2016 Goal March Actual 0 0 YTD Total 0 System Disturbances. During the snow and ice storm on March 23, Western’s Airport–Boyd Line tripped twice causing loss of city load. Each occurrence lasted five to seven minutes. Then on March 24, the City of Loveland lost load when the Boyd–Lone Tree Line briefly tripped and quickly reclosed. All outages were the result of one significant weather event. 2016 Goal March Actual 0 3 YTD Total 3 Peak Day Obligation. Peak demand for the month was 419 megawatts, which occurred on March 7, 2016, at 19:00 hours and was 22 megawatts below budget. Platte River’s total obligations at the time of peak were 509 megawatts. Peak Day Obligation: February 3, 2016 Total Obligation 509 550 500 Forecast Demand 441 450 400 Municipal Obligation 419 350 MW 300 250 200 150 100 50 0 1 2 3 4 5 6 7 Hydro March 2016 Operating Report 8 9 Wind 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 Hour Rawhide Craig CTs Purchases 2 Page 53 POWER GENERATION Rawhide Performance. Rawhide Unit 1 ran well during March with equivalent availability coming in above budget. Net capacity factor was below budget due to the continued soft energy market – making it difficult to exercise cost-effective transactions. Unit issues earlier in the year have reduced equivalent availability, while the depressed surplus sales market has negatively affected capacity factors year to date. Rawhide Equivalent Availability Budget Rawhide Net Capacity Factor Actual Budget 100% 100% 95% 95% 90% 90% 85% 85% 80% 80% 75% 75% 70% 70% 65% 65% 60% 60% Actual 55% 55% 50% 50% March March YTD YTD Rawhide emissions levels were below compliance limits for the month of March: SO2 (lbs/MBtu) Limit NOx (lbs/MBtu) Actual Limit Hg (lbs/GWh) Actual Limit 0.10 0.16 0.014 0.09 0.14 0.012 0.08 0.12 0.07 0.06 0.10 0.05 0.08 0.04 0.06 Actual 0.010 0.008 0.006 0.03 0.004 0.04 0.02 0.002 0.02 0.01 0.00 0.00 March YTD March 2016 Operating Report 0.000 March YTD March YTD 3 Page 54 Craig Station Performance. Craig Unit 1 was off-line for two days to repair a crack in a de-aerator tank and replace a pump seal, resulting in below budget equivalent availability. Net capacity factor was significantly below budget due to the continued soft energy market. Spinning reserves continue to be held on the Craig units, causing a further reduction in capacity factor yet reducing overall system cost. Craig Equivalent Availability Budget Craig Net Capacity Factor Actual Budget 100% 100% 90% 90% 80% 80% 70% 70% 60% 60% 50% 50% 40% 40% 30% 30% 20% 20% 10% 10% 0% Actual 0% March YTD March YTD Peaking. CT A was operated in March for testing requirements. Natural gas burns were not budgeted for March. However, natural gas pricing continues to be favorable. MWhs CT Generation Budget Actual $/MBtu 1,800 $3.50 160 1,600 $3.00 140 1,400 120 1,200 100 1,000 $2.00 80 800 $1.50 60 600 40 400 20 200 180 Natural Gas Pricing* Budget Actual $2.50 0 0 March YTD $1.00 $0.50 $March YTD * 2016 annual budgeted natural gas pricing is $3.33 March 2016 Operating Report 4 Page 55 Renewable Supply. Hydro allocations were received as budgeted. Wind generation is above budget for the month and year to date due to higher than expected wind output. MWh (000's) MWh (000's) Hydro Generation 70 Budget Actual 200 Wind Generation Budget 35 Actual 120 180 60 160 50 140 120 40 30 100 25 80 20 100 30 20 60 80 15 60 10 40 40 10 20 0 0 March 20 5 0 YTD 0 March YTD SALES AND PURCHASES Surplus Sales. Surplus sales volume and pricing were significantly below budget due to the ongoing depressed regional energy market caused by excess capacity within the western interconnect and historically low natural gas pricing. MWh (000's) Sales Volume Budget 120 $/MWh Actual 100 350 $30 300 $25 250 80 Average Sales Price Budget Actual $20 200 $15 60 150 40 100 20 0 March March 2016 Operating Report YTD $10 50 $5 0 $0 March YTD 5 Page 56 Purchases. The majority of March energy purchases were made for Municipal load to take advantage of favorable market pricing. Although no energy purchases were budgeted for March, pricing was at times below unit operating costs. Energy Purchases MWhs Budget 2,000 $/MWh Actual 30,000 Average Purchase Price Budget $25 Actual 1,800 25,000 1,600 $20 1,400 20,000 1,200 $15 15,000 1,000 800 $10 10,000 600 400 5,000 $5 0 $0 200 0 March YTD March YTD DISPATCH COST Dispatch Cost. March blended dispatch costs were close to budget. Purchase pricing continues to be favorable due to the soft energy market. Wind exceeded budgeted generation, resulting in below budget wind dispatch costs. Although CTs were not budgeted for March, one CT operated for testing and the energy produced was sold in the market. March Dispatch Cost by Resource $60 Budget Actual Blended Actual $50 $/MWh $40 $30 $20 $10 $0 Rawhide Craig LAP CRSP Purchases Wind CTs Blended Budget: $28.91 | Blended Actual: $28.49 March 2016 Operating Report 6 Page 57 Year to date dispatch costs are above budget due to the extended screen outage at Rawhide as well as below budget generation at the Craig Station. Favorable purchase pricing and lower than budgeted wind dispatch costs are helping to offset a portion of the above budget dispatch costs for baseload resources. Note that increased wind generation helps to reduce wind transmission expense on a per MWh basis. YTD Dispatch Cost by Resource $50 Budget $45 Actual Blended Actual $40 $35 $/MWh $30 $25 $20 $15 $10 $5 $0 Rawhide Craig LAP CRSP Purchases Wind CTs Blended Budget: $28.88 | Blended Actual: $29.93 POWER DELIVERY Major System Operations Projects Benefitting the Municipalities: Location Estimated Finish Date Percent Complete Loveland 01/2016 95% Crossroads city transformer addition Fort Collins 05/2016 90% Laporte substation 230kv expansion Fort Collins 05/2016 85% Laporte substation 115kv adaptations and refurbishments Estes Park 07/2016 90% Fiber loop replacement Rawhide 08/2016 48% Rawhide solar project Loveland 08/2017 5% Foothills Substation Description EVENTS OF SIGNIFICANCE • During the spring storm on March 23, Power System Operations managed numerous line trips and outages while successfully maintaining the reliability of the electric system. There was loss of load in Loveland when Western’s Airport-Boyd Line tripped but load was quickly restored. • During March, Platte River was able to self-supply 15 megawatts of spinning reserves. This resulted in a monthly net savings of more than $110,000. March 2016 Operating Report 7 Page 58 Page 59 PLATTE RIVER POWER AUTHORITY – Financial Highlights YearYear-toto-Date March 2016 Platte River reported unfavorable results year to date. A net loss of $0.3 million was reported and was below budget $0.3 million due to below-budget revenues, partially offset by below-budget operating expenses. While municipal loads have been below budget, revenues were lower primarily due to the surplus sales market conditions. Details of the financial results are described below. Results for the end of the year vary due to municipal load variations, market conditions, and operation and maintenance expenses. At this point, it is estimated that year-end net income would be approximately $8.4 million but could vary between $10.6 and $5.4 million depending on the magnitude of these factors. Key Financial Results ($ M illio ns ) Net Inc o m e/(Lo s s ) M arc h Budget Ac tual $ (0.8) $ (0.2) 1.02x $ 0.6 75.0% $ - $ (0.3) 1.31x $ (0.3) - $ 10.7 (5.1%) 0.0% (10.3%) $ 217.5 185.6 .27x 26.5% (.07x) $ 15.4 $ (1.3) (7.8%) $ 52.3 $ 46.9 $ (5.4) 13.6 13.9 0.3 3.1 1.5 (1.6) $ 14.5 $ 12.7 Purchased Power 2.8 3.0 (0.2) (7.1%) 9.0 9.7 (0.7) (7.8%) 34.3 Fuel Expense 4.7 3.4 1.3 27.7% 14.2 10.2 4.0 28.2% 55.0 Operations and Maintenance 5.0 4.3 0.7 14.0% 14.9 13.8 1.1 7.4% 61.7 Administrative and General 2.0 2.0 0.0 0.0% 5.2 4.6 0.6 11.5% 18.9 2.6 $ 5.8 69.0% $ 14.8 6.9 $ 7.9 53.4% $ 46.5 To tal Revenues Municipal Sales Revenue Surplus Sales and Other Revenue To tal Operating Expens es Capital Additio ns $ 8.4 $ $ 1.8 1.38x Annual Budget Favo rable (Unfavo rable) $ 16.7 Debt Co verage 1.29x Year to Date Ac tual Budget Favo rable (Unfavo rable) 1.53x 2.2% 43.0 42.4 (0.6) (1.4%) (51.6%) 9.3 4.5 (4.8) (51.6%) 31.9 12.4% $ 43.3 $ 38.3 11.5% $ 169.9 $ $ 5.0 >2% Favorable | 2% to -2% At or Near Budget | <-2% Unfavorable Below is a summary of key financial variances year to date: • BelowBelow-Budget Operating Expenses: Overall operating expenses were 11.5% below budget mainly due to the items listed below. o Purchased power expenses were above budget due to supplemental purchases, which were required during the screen outage at Rawhide and the maintenance issues experienced by the Craig Units. Wind generation was also above budget. Partially offsetting the above-budget variance were below-budget purchased reserves as a result of holding additional reserves on the generating units, as well as taking advantage of other lower cost options. o Fuel expenses were below budget as a result of below-budget generation and lower coal prices. A soft surplus sales market, the screen outage at Rawhide, and maintenance issues of the Craig Units impacted generation. Favorable coal prices for Rawhide Unit 1 and the Craig Units also contributed to lower fuel expenses. Natural gas is also below budget due to over estimating costs for required testing of the combustion turbines. o Operations and maintenance expenses were below budget mainly due to delays and lower expenses, including chemical purchases, rail car repairs, the document conversion project, combustion turbine expenses, and transmission expenses. o Administrative and general expenses were below budget primarily due to delays related to the demand response pilot program, consulting work, and computer expenses. • BelowBelow-Budget Capital Additions: Capital additions were below budget $7.9 million mainly due to scheduling changes. At this time, projects are estimated to be slightly above budget at the end of the year. See page 9 for details of significant projects. • BelowBelow-Budget Surplus Sales Revenues: As a result of lower generation due to a soft surplus sales market, the screen outage at Rawhide, and maintenance issues of the Craig units, surplus sales revenues were $4.8 million below budget. While prices have been below budget, the volume of sales had the largest impact on surplus sales revenues, representing $4.3 million of the $4.8 million variance. Page 1 of 11 Page 60 PLATTE RIVER POWER AUTHORITY SCHEDULE OF REVENUES AND EXPENDITURES, BUDGET TO ACTUAL March 2016 Non-GAAP Budgetary Basis (In Thousands) Month of March Budget Actual Favorable (Unfavorable) Revenues Operating revenues Municipal sales $ Short-term surplus sales and wheeling Total operating revenues 13,586 $ 13,863 $ 277 2,986 1,376 (1,610) 16,572 15,239 (1,333) Other revenues Interest income(1) 63 60 (3) Other income 53 63 10 116 123 7 Total other revenues Total revenues $ 16,688 $ 15,362 $ $ 2,812 $ 3,030 $ (1,326) Expenditures Operating expenses Purchased power (218) Fuel expense 4,644 3,382 1,262 Production expenses 3,892 3,336 556 Transmission expenses 1,138 959 179 Administrative and general 1,987 1,975 12 14,473 12,682 1,791 Total operating expenses Debt expense Interest expense Principal Total debt expense 779 779 - 1,385 1,385 - 2,164 2,164 - Capital additions Production Transmission General Total capital additions 6,595 857 701 1,554 5,738 1,093 173 920 8,389 2,584 5,805 (853) Total expenditures $ 25,026 $ 17,430 $ 7,596 Revenues less expenditures $ (8,338) $ (2,068) $ 6,270 (1) Excludes unrealized investment gains and losses. Page 2 of 11 Page 61 PLATTE RIVER POWER AUTHORITY SCHEDULE OF REVENUES AND EXPENDITURES, BUDGET TO ACTUAL March 2016 - YEAR TO DATE Non-GAAP Budgetary Basis (In Thousands) March Year to Date Budget Actual Favorable (Unfavorable) Annual Budget Revenues Operating revenues Municipal sales $ 42,987 $ 42,409 $ (578) $ 185,598 8,816 3,973 (4,843) 30,200 51,803 46,382 (5,421) 215,798 Interest income(1) 194 178 (16) 1,027 Other income 253 314 61 654 447 492 45 1,681 Short-term surplus sales and wheeling Total operating revenues Other revenues Total other revenues Total revenues $ 52,250 $ 8,952 $ 46,874 $ 9,686 $ (5,376) $ 217,479 (734) $ 34,263 Expenditures Operating expenses Purchased power $ Fuel expense 14,153 10,192 3,961 Production expenses 11,433 10,537 896 48,018 Transmission expenses 3,542 3,283 259 13,736 Administrative and general 5,204 4,605 599 18,910 43,284 38,303 4,981 169,914 Interest expense 2,338 2,338 - 10,534 Principal 4,154 4,154 - 20,719 - - - 6,492 6,492 - 30,990 Total operating expenses 54,987 Debt expense Allowance for funds used during construction Total debt expense (263) Capital additions Production 9,959 4,189 5,770 25,613 Transmission 3,356 2,273 1,083 15,330 General 1,532 452 1,080 5,512 14,847 6,914 7,933 46,455 Total capital additions Total expenditures $ Contingency reserved to board 64,623 $ - 51,709 $ - 12,914 $ - 247,359 20,000 Total expenditures $ 64,623 $ 51,709 $ 12,914 $ 267,359 Revenues less expenditures $ (12,373) $ (4,835) $ 7,538 $ (49,880) (1) Excludes unrealized investment gains and losses. Page 3 of 11 Page 62 PLATTE RIVER POWER AUTHORITY STATEMENTS OF NET POSITION Unaudited (In Thousands) March 31 2016 2015 Assets Electric plant, at original cost Land and land rights Plant and equipment in service Less: accumulated depreciation and amortization $ Plant in service, net Construction work in progress Total electric plant 14,515 1,277,052 (765,772) 525,795 48,790 574,585 $ 14,515 1,272,332 (740,147) 546,700 20,396 567,096 Special funds and investments Restricted funds and investments Dedicated funds and investments Total special funds and investments 28,764 46,468 75,232 33,575 69,894 103,469 16,844 15,796 13,863 4,961 15,864 13,068 5,540 85,936 24,944 19,644 13,150 5,834 9,727 12,370 7,267 92,936 2,291 1,091 3,382 739,135 2,900 1,308 4,208 767,709 878 5,141 6,019 1,689 1,689 183,277 3,228 6,693 9,634 202,832 201,223 6,291 9,324 216,838 16,615 3,064 17,059 3,117 1,540 41,395 244,227 21,980 2,775 16,118 3,466 1,494 45,833 262,671 1,931 613 2,544 10,840 10,840 367,588 25,647 105,148 498,383 335,965 30,110 129,812 495,887 Current assets Cash and cash equivalents Other temporary investments Accounts receivable - municipalities Accounts receivable - other Fuel inventory, at last-in, first-out cost Materials and supplies inventory, at average cost Prepayments and other assets Total current assets Noncurrent assets Regulatory assets Long-term prepayments Total noncurrent assets Total assets Deferred Outflows of Resources Deferred loss on debt refundings Pension deferrals Total deferred outflows of resources Liabilities Noncurrent liabilities Long-term debt, net Capitalized lease obligation Net pension liability Other liabilities and credits Total noncurrent liabilities Current liabilities Current maturities of long-term debt Current portion of capitalized lease obligation Accounts payable Accrued interest Accrued liabilities and other Total current liabilities Total liabilities Deferred Inflows of Resources Regulatory credits Pension deferrals Total deferred inflows of resources Net Position Net investment in capital assets Restricted Unrestricted Total net position $ $ Page 4 of 11 Page 63 PLATTE RIVER POWER AUTHORITY STATEMENTS OF REVENUES, EXPENSES, AND CHANGES IN NET POSITION Unaudited (In Thousands) Twelve Months Ended March 31 2015 2016 Month of March Operating revenues Sales to municipalities Sales for resale and other $ 13,863 1,376 $ 177,286 19,304 $ 170,115 29,124 15,239 196,590 199,239 3,030 3,382 4,311 1,858 2,261 33,446 44,167 62,577 16,269 27,039 27,526 49,771 55,509 15,350 26,996 14,842 183,498 175,152 397 13,092 24,087 Interest income Other income Interest expense Allowance for funds used during construction Amortization of bond financing costs Net increase/(decrease) in fair value of investments 65 63 (779) 31 57 758 922 (9,526) 354 (72) 669 950 (10,553) 61 362 227 Total nonoperating revenues (expenses) (563) (7,564) (8,284) (166) 5,528 15,803 Total operating revenues Operating expenses Purchased power Fuel Operations and maintenance Administrative and general Depreciation Total operating expenses Operating income Nonoperating revenues (expenses) Income before contributions - Contribution of assets to municipalities Change in net position (166) Net position at beginning of period, as previously reported Net position at beginning of period, adjusted $ 498,383 (155) 5,373 498,549 498,549 Adjustment for change in accounting principle Net position at end of period (155) 15,648 495,887 (2,877) 493,010 $ 498,383 480,239 480,239 $ 495,887 Page 5 of 11 Page 64 PLATTE RIVER POWER AUTHORITY STATEMENTS OF CASH FLOWS Unaudited (In Thousands) Twelve Months Ended March 31 2015 2016 Month of March Cash flows from operating activities Receipts from customers Payments for operating goods and services Payments for employee services $ Net cash provided by operating activities 14,975 (11,032) (2,899) $ 196,846 $ (139,926) (33,241) 199,860 (114,633) (30,036) 1,044 23,679 55,191 (892) (2,704) - (32,991) (551) (21,980) (9,874) (15,786) (649) (21,060) (10,866) (3,596) (65,396) (48,361) 847 120 32,001 1,616 (5,944) 1,542 967 33,617 (4,402) Cash flows from capital and related financing activity Additions to electric utility plant Payments from accounts payable incurred for electric utility plant additions Principal payments on long-term debt Interest payments on long-term debt Net cash used in capital and related financing activities Cash flows from investing activities Purchases and sales of temporary and restricted investments, net Interest and other income, including realized gains and losses Net cash provided by/(used in) investing activities (Decrease)/increase in cash and cash equivalents (1,585) (8,100) 2,428 Balance at beginning of period in cash and cash equivalents 18,429 24,944 22,516 Balance at end of period in cash and cash equivalents $ 16,844 $ 16,844 $ 24,944 $ 397 $ 13,092 $ 24,087 Reconciliation of net operating income to net cash provided by operating activities Operating income Adjustments to reconcile operating income to net cash provided by operating activities: Depreciation Changes in assets and liabilities which provided/(used) cash: Accounts receivable Fuel and materials and supplies inventories Prepayments and other assets Deferred outflows of resources Accounts payable Net pension liability Other liabilities Deferred inflows of resources Net cash provided by operating activities $ 2,261 27,039 26,996 (285) (1,234) (2,975) 2,540 26 314 160 (6,836) 2,388 (5,141) (200) 3,816 (2,344) (8,295) 879 (103) (2,081) 1,260 (2,350) 6,503 1,044 $ 23,679 $ 55,191 Page 6 of 11 Page 65 PLATTE RIVER POWER AUTHORITY SCHEDULE OF NET REVENUES FOR DEBT SERVICE Unaudited (In Thousands) Twelve Months Ended March 31 2015 2016 Month of March Net revenues Operating revenues $ Operations and maintenance expenses, excluding depreciation and amortization Net operating revenues Plus interest income on bond accounts and other income Net revenues before rate stabilization Rate stabilization Deposits Withdrawals 15,239 $ 196,590 $ 199,239 12,581 156,459 148,155 2,658 40,131 51,084 123 1,691 1,626 2,781 41,822 52,710 - - - $ 2,781 $ 41,822 $ 52,710 Power revenue bonds Allowance for funds used during construction $ 2,164 - $ 27,035 - $ 32,379 (60) Net revenue bond service $ 2,164 $ 27,035 $ 32,319 Total net revenues Bond service Coverage Power revenue bond coverage ratio 1.29 1.55 1.63 Page 7 of 11 Page 66 Platte River Power Authority Operating Expense Variances Exceeding $100,000 - Month of March 2016 Favorable (Unfavorable) Description Coal Coal was below budget due to generation and price at Craig and Rawhide. Generation was below budget for all units due to the surplus sales market. The coal prices were also below budget. Trapper Mine coal prices will be below budget for the remainder of the year as the price was revised to reflect recent estimates for operations of the mine for 2016. Rawhide Unit 1's coal price was below budget as a result of favorable market and transportation prices. $ 1,250,862 O&M Materials and Supplies O&M materials and supplies were below budget due to operations and maintenance expenses at Rawhide and Headquarters. Rail car repair parts and miscellaneous supplies were not required. In addition, inventory was issued at Rawhide Unit 1 during the 2015 fall outage. The items being replaced were sent out to be rebuilt and are now being returned to the warehouse. Timing of BPAC deliveries also contributed to the below-budget variance. $ 185,676 Contracted Services Contracted services were below budget mainly due to timing and delays of energy efficiency projects, substation weed control, software maintenance and support. General operations and maintenance expenses at Rawhide and Headquarters were not required and joint facility expenses were lower than expected. Partially offsetting the below-budget variance were abovebudget expenses for the Rawhide Unit 1 screen outage. $ 161,635 Regular Wages Regular wages were below budget as a result of several vacant positions. $ 152,696 Yampa Operating Expenses Yampa operating expenses billed by Tri-State were less than anticipated. $ 133,790 Energy Efficiency - Rebates/Incentives These expenses were above budget due to the unpredictability of the completion of customers' energy efficiency projects. $ (135,767) Medical and Dental Claims were higher than anticipated. Timing of medical expenses is difficult to predict and large claims can cause swings in this expense. $ (195,219) Purchased Power Purchased power was above budget due to wind generation and a catch-up of renewable energy expenses. Partially offsetting the above-budget variance were below-budget purchased reserves as a result of holding additional reserves on the generating units, as well as taking advantage of lower cost options. $ (218,140) Page 8 of 11 Page 67 Platte River Power Authority Capital Addition Variances - Year-end Estimates as of March 2016 Capital expenditures are expected to be slightly above budget at the end of the year. The projects listed below are projected to end the year with a budget variance of more than $100,000. In addition, the amounts below are costs for 2016 and may not represent the total cost of the project. Project ($ in Thousands) Budget POWER PRODUCTION Yampa Work Orders (Platte River's Share) - The latest revised forecast received from Tri-State indicates that the Yampa projects will be below budget at the end of the year. $ POWER DELIVERY Fiber Optic Route to Estes Park - This project will be above budget at the end of the year due to advancing the schedule in order to ensure completion in 2017. This change will reduce the funds required in 2017, however, additional funds of $203K are required to complete the 2016 portion of the project. $ Estimate Favorable (Unfavorable) 1,986 $ 1,808 $ 178 597 $ 800 $ (203) Page 9 of 11 Page 68 PLATTE RIVER POWER AUTHORITY MONTHLY STATISTICS March 2016 March Budget Actual 12 Months Rolling Favorable (Unfavorable) Budget Favorable (Unfavorable) Actual Resources (MWh) Net generation Rawhide Craig Peaking units 195,812 88,784 - 183,672 42,904 155 (12,140) (45,880) 155 1,991,427 1,086,913 18,576 1,891,607 850,360 58,600 (99,820) (236,553) 40,024 Purchases Western LAP Western CRSP Wind Other purchases Forced outage exchange Interchange received Total receipts 8,764 48,817 26,263 368,440 8,764 48,817 32,667 992 122 318,093 6,404 992 122 (50,347) 109,536 502,467 294,629 139,835 4,143,383 109,536 502,467 291,227 259,517 3,900 (3,960) 3,963,254 (3,402) 119,682 3,900 (3,960) (180,129) Municipal sales Estes Park Fort Collins Longmont Loveland Total municipal sales 11,333 119,823 64,369 59,251 254,776 11,713 122,843 64,049 58,232 256,837 380 3,020 (320) (1,019) 2,061 130,858 1,508,500 818,255 750,506 3,208,119 131,330 1,528,934 804,393 748,182 3,212,839 472 20,434 (13,862) (2,324) 4,720 Surplus sales Short-term surplus sales 108,314 52,791 (55,523) 877,572 592,452 (285,120) 5,350 1,900 6,565 1,900 1,215 57,692 66,300 91,663 66,300 33,971 368,440 318,093 4,143,383 3,963,254 Deliveries (MWh) Forced outage exchange Losses and other Total deliveries (50,347) March Budget Actual (180,129) 12 Months Rolling Favorable (Unfavorable) Budget Actual Favorable (Unfavorable) Coincidental demand (kW) Estes Park Fort Collins Longmont Loveland Total coincidental demand 19,667 210,876 109,561 100,592 440,696 17,705 200,441 104,072 96,374 418,592 (1,962) (10,435) (5,489) (4,218) (22,104) 217,553 2,849,812 1,593,400 1,458,110 6,118,875 214,486 2,799,545 1,534,531 1,426,198 5,974,760 (3,067) (50,267) (58,869) (31,912) (144,115) Noncoincidental demand (kW) Estes Park Fort Collins Longmont Loveland 21,266 200,567 105,541 96,374 239,949 2,804,963 1,550,016 1,430,079 Page 10 of 11 Page 69 Platte River Power Authority March 2016 - Payments of $50,000 or More Vendor Description Payment Amount Regular Recurring O&M Payments Cloud Peak Energy Resources LLC Trapper Mining Inc BNSF Railway Company Colowyo Coal Company Spring Canyon Energy II LLC Duke Energy Retail Sales LLC Medicine Bow Wind LLC Tri-State G & T Western Area Pwr Adm-DOE Basin Electric Power Coop EDF Trading North America LLC Alstom Power Xcel Energy Wells Fargo Western States Power Corporation Clearesult Consulting, Inc. Orange Energizing Solutions Western United Electric Supply Corp First Bankcard Center Neuco Inc Epis Inc Flood & Peterson Insurance Inc Mcgriff Seibels & Williams Inc Regular Recurring O&M Payments Total Total O&M Payments Coal delivery Coal delivery Coal delivery Coal delivery Spring Canyon wind energy Silver Sage wind energy Medicine Bow wind energy Yampa O&M Purchased power (January 2016 CRSP and LAP) Purchased power Renewable energy credits RH parts inventory Ancillary services Pension contribution Project E Energy efficiency, DSM Energy efficiency, DSM Capacitor, CVT, voltage, transformer inventory Platte River's credit card payment (2 months) Combustion/Maintenance Opt software maintenance (annual) Aurora license renewal (annual) Auto liability insurance premium (annual) Directors & Officers insurance premium & broker fees (annual) $1,918,404 1,177,168 981,359 367,131 818,623 252,390 100,100 1,259,976 1,968,963 101,219 134,375 60,111 206,917 243,000 174,600 242,520 52,073 79,308 134,227 51,000 92,000 71,082 98,189 $10,584,735 $10,584,735 Capital Payments Municipal Subdistrict Northern Colorado Water CG Power Systems USA Inc Brink Constructors Inc Air Cure Incorporated Teledyne Advanced Pollution Instr Inc Total Capital Payments Windy Gap firming project Crossroads substation T2 transformer Transmission line maintenance RH tripper dust collection system RH CTs - replace CEMs CO analyzers GRAND TOTAL: PAYMENTS OF $50,000 OR MORE $1,918,211 486,720 180,413 74,287 63,240 $2,722,871 $13,307,606 Page 11 of 11 Page 70 Page 71 April 2016 Management Report CORPORATE SERVICES Safety. Below are the Y-T-D injury stats for 2016 as of payroll date of April 2. Unfortunately we experienced two recordable injuries in March for a total of three year to date. Recordable Incident Rate Lost Time Case Rate DART (Days away restricted) 2014 3.5 0.5 1.0 2015 2.19 0.44 0.87 2016 (As of 4/02/16) 5.06 0 0 Physical Security. As part of our planned emphasis on enhanced physical security, we have increased guard staffing to provide expanded coverage at Headquarters and to conduct random patrols of substations. Security staffing has also been increased at the construction entrance to the solar site at Rawhide. As a result of two recent security incidents at the Dixon Creek substation, both of which caused significant damage to the block wall, we have received a preliminary estimate for repairs at approximately $100,000. Human Resources. An internal team is currently working on development of the power plant’s simulator which will mirror the new distributed control system and aid in plant operator training. A trainer from Mountain States Employers Council conducted an ethics awareness course at both Rawhide and Headquarters, which explored common ethical dilemmas in the workplace. This training reinforced our continued focus on ethics and compliance. This year’s expanded “Take Your Daughters and Sons to Work Day” was designed to provide a more structured and educational approach for those employees who want to share their work experience with a child. Activities include a Rawhide tour, bison tour, lunch and one-on-one time with the parent. Information Technology. We worked with staff from Fort Collins and Longmont over the last three months to prepare a detailed Customer Information System (CIS) budget for 2016 – 2018 that addresses several reliability and security risks. The scheduled cutover to a new database server environment for CIS was successfully completed on April 2. The cutover itself took about 12 hours and was the culmination of seven months of planning, coordination, and testing with participants from Platte River, Fort Collins, and Longmont. Platte River participated in the LPPC cyber security task force kick off meeting. The primary goals included finalizing a task force charter, establishing 2016 priorities and work plan, and establishing communication methods for cyber related issues. ENVIRONMENTAL SERVICES & COMPLIANCE Financial Audit Report Filed with State. An electronic copy of BKD’s audited financial report for December 31, 2015, was filed with Colorado’s Office of the State Auditor as required by the Local Government Audit Law. Page 72 NERC Alert. The North American Electric Reliability Council (NERC) issued an industry wide alert in February regarding the cyber attacks in Ukraine. Registered entities were instructed to review their internal policies and practices and compare them against recommendations issued by NERC in the alert. Platte River has already instituted many of the recommendations and will implement the remaining recommendations in the near future. Platte River acknowledged the alert and submitted a progress report in April. We expect periodic follow-up reporting from NERC going forward. Critical Infrastructure Protection (CIP) Standards Transition. Staff conducted an internal audit of all CIP Version 5 documentation in March in preparation for the July 1, 2016 enforcement deadline. No compliance issues were found. Compliance staff is working with CIP subject-matter-experts to determine firm dates to officially declare compliance with Version 5, thus setting a bookend for NERC/ Western Electricity Coordinating Council (WECC). EPA Clean Power Plan. Significant uncertainty surrounds this topic. Platte River staff continues to be engaged in the process at all levels including participating in stakeholder meetings and assessing impact of various factors through modeling. Coal Combustion Residuals (CCR) Rule Implementation. Environmental Services staff is working closely with the Colorado Department of Public Health and Environment and other utilities with the Colorado Utilities Coalition in a stakeholder process to help develop a State Implementation Plan (SIP) and ensure Platte River interests are considered and impacts minimized. North American Electric Reliability Corporation Member Representatives Committee (NERC MRC). Staff is working with our public power trade organizations to provide input from the MRC on two issues of particular interest to the NERC Board of Trustees (Board) as it prepares for its May 4-5, 2016, meetings in Chicago, IL. Jackie Sargent is a member of the MRC and will represent state and municipal utilities at the meeting. The first issue addresses NERC’s future long-term reliability assessments in light of the changing resource mix, increases in distributed generation and load management. The second issue addresses the redesigned NERC strategic plan framework. FINANCE Monofill Post-Closure Reclamation Liability Filing. Platte River is required to file a Solid Waste Facilities Closure Estimate and Proof of Financial Assurance Annual Report with the State within ninety days of year-end. The report estimates the current closure and post closure care costs for the Rawhide on-site ash disposal facility and shows Platte River’s ability to pay the future costs. The report, filed in March, estimated closure costs to be $290,129. Certificate of Non-Default Filing. As required by Platte River’s General Power Bond Resolution (No. 5-87), a Certificate of Non-Default, along with a schedule of insurance, and audited financial statements were filed on March 31 with Platte River’s trustee, Wells Fargo Bank. 2016 Budget Update. At this time, capital additions are under budget. However, as mentioned in last month’s Board meeting, staff is working on securing land for a new Headquarters building. When this occurs, a resolution requesting that the Board approve a transfer of contingency funds will be required. Since there is variability in capital projects, staff will continue to monitor spending estimates to determine the appropriate amount needed. Capital additions may remain under budget at year-end if projects are not completed. As a result, remaining funds would need to be carried over into 2017 to complete those projects. Platte River Power Authority 2 April 2016 Management Report Page 73 2017 Budget Preparation. Platte River’s 2017 budget process has begun. We continually look for ways to improve the existing process. This year, based on staff feedback, the budget process was initiated earlier than in previous years to allow more time for preparing departmental budgets. Meetings were held with staff to review forms, outline processes, and answer questions as a way to facilitate departmental budget preparation. Below is a condensed schedule to show the overall budget process. March to May Kickoff meetings and preparation of budget details by department June Data compilation and reporting July Senior management and GM/CEO budget review August Refine budget and document preparation September October Budget work session with Board Review budget results at business meeting and with Utility Directors First public hearing and Board review of budget modifications November Prepare final budget document December Second public hearing, final budget review with Board, and request adoption CUSTOMER SERVICE and COMMUNICATIONS & MARKETING Media. Staff worked with the Coloradoan on an article regarding the request from Fort Collins for a study of possible separate resource portfolios and rate structures. Also, a reporter from the Financial Times made an inquiry about Platte River’s retirement plan. A copy of the plan was provided and the reporter was referred to our contact at Innovest. Marketing. As part of our branding plan, internal training for key stakeholders will be conducted to support the new graphic and editorial standards. As part of this development, the Rawhide tour process and content is being revised and standardized to improve the overall experience for our guests. Community. Platte River is again supporting Arbor Day events across the municipalities. Also, staff is participating in the Colorado Business Reads book drive again this year. Lastly, we will be attending the ClimateWise Envirovation event April 28. Efficiency WorksTM. We are finalizing our media buys for the remainder of 2016, with a focus on radio. The campaign will be during the second half of the year to help create momentum going into 2017. Based on feedback from the municipalities, we will look at updating and improving the creative aspects of our advertising for the residential sector. Energy Efficiency (EE) Programs. Year to date in 2016 a total of $1.1 million has been spent on common efficiency programs, resulting in 3,150 MWh of new energy savings and 610 kW of new summer peak demand reduction. By year’s end, total efficiency program investment is estimated to be at budget, $6.1 million, with $3.3 million from Platte River and the $2.8 million from the Municipalities. The following table summarizes services provided during 2015 and year-to-date 2016, as well as projected results for 2016. Platte River Power Authority 3 April 2016 Management Report Page 74 Customer Segment Service provided 2016 Results YTD 21 Commercial & Industrial 2016 Results projected by year end* 300 Efficiency assessments Efficiency project 132 800 rebates Energy savings (MWh) 3,150 17,000 Residential Efficiency assessments 247 800 Discounted efficient 28,099 100,000 lighting products Energy savings (MWh) 0** 3,000 Totals Energy savings (MWh) 3,150 20,000 * Projected results are based on available budgets and estimates of customer participation. ** Energy savings due to the 28,099 discounted lighting products have occurred, but an accurate estimate is not currently available due to a transition between two different program systems. Customer participation in programs has exceeded our expectations this year and our commitment of rebate funding is running ahead of plans. In particular, participation to date in Loveland has met both Platte River’s and Loveland’s initial budgets and energy savings goals. As a result, we have stopped accepting applications for new commercial projects and have begun a waiting list for 2017. Loveland staff has been working to identify additional sources of money to be able to fund some of the projects on the waiting list in 2016, and to fund pilot programs anticipated to begin later in 2016. Participation in Longmont also may exceed available budgets before the year ends. Already Platte River and Longmont staffs have decided to reduce the per-customer, per-year incentive cap from $50,000 to $25,000 in an effort to slow the rate of spending. Even though participation in Fort Collins has also been higher than anticipated, funding for Fort Collins appears to be adequate due to supplemental funding provided by Fort Collins, and Fort Collins is currently considering allocating additional funds to common programs. Estes Park also appears to have adequate funding, though this is being watched closely. Demand Side Management (DSM) Program Management Software Update. Work continues on implementation of the DSM Program Management Software by Platte River staff, Municipal staff and Nexant (project consultant and vendor). The new system is now expected to be implemented in May 2016. This software will enable customers and their contractors to apply for rebates and check on rebate status via the internet. In addition, it will improve administration efficiency and accuracy of rebate application review, processing, reporting, and information sharing among Platte River and Municipal staff. A Software as a Service (SaaS) agreement provides terms and conditions for Platte River’s and the Municipalities’ staffs’ use of the software. Platte River has executed this agreement and it is being reviewed by the Municipalities. Community Solar Program Update. Planning activities continue for a potential community solar program. A draft RFP is being circulated within Platte River before being provided to Municipality staffs for review and comment. A draft Intergovernmental Agreement for Demand Side Management and Distributed Energy Resource Program Partnership has been circulated to Municipality staffs for review. Loveland and Longmont staffs have reviewed and commented on the IGA. Reviews by Fort Collins and Estes Park are in process. Pending the results of their review, we anticipate bringing the IGA to the Board during the May Board meeting, then circulating it to the Municipalities for approval by councils and boards. Platte River Power Authority 4 April 2016 Management Report Page 75 Feasibility Study for Combined Heat and Power (CHP) at CSU. The design consultant has gathered information about the existing infrastructure and projected loads in order to determine the design narrative and modeling approach. Three items are being examined as part of the analysis: power feeds, natural gas pressures and emission requirements. 1) The existing power feeds to CSU are sized for 6 MW and are influencing the equipment selections and capacity options for the CHP plant. An electrical team will meet in late April to review proposed locations for interconnections. 2) A mechanical team is researching what natural-gas pressures are available from the utility. In order to supply the existing steam heating plant with sufficient steam pressure, turbines would be used and the turbines require high-pressure natural gas. 3) An environmental team is investigating state environmental regulation requirements for replacing the existing, natural gas steam boilers with a new, natural gas CHP plant. The consultant is expected to deliver the final report in summer, 2016. OPERATIONS Windy Gap Firming Project Update. There have been some significant milestones for the Windy Gap Firming Project over the past month. On March 28, the Colorado Department of Public Health and Environment issued its 401 Certification (state water quality certification under the federal Clean Water Act section 401) for the Windy Gap Firming Project. This is the next to the last step in getting the project permitted. The final step in the permitting process is the federal 404 wetlands permit from the U.S. Army Corps of Engineers, which is anticipated to be issued in the next few months. On April 6, Northern Water staff, along with several Windy Gap Firming Project participant representatives (including Loveland and Platte River) met with Governor John Hickenlooper to ask for the Governor’s endorsement of the project. On April 13, the State of Colorado officially endorsed the Windy Gap Firming Project and Chimney Hollow Reservoir when John Stulp, Governor Hickenlooper’s Water Policy Advisor, made the announcement at Northern Water’s Spring Water Users meeting in Loveland. Reading a letter signed by Governor Hickenlooper, Stulp told the 200 attendees that “this is the State of Colorado’s first endorsement of a water project under the Colorado Water Plan, which was finalized last November”. Hickelooper’s letter also stated that the Windy Gap Firming Project aligns with the key elements of the Colorado Water Plan, and that “Northern Water and its many project partners have worked diligently, transparently and exhaustively in a collaborative public process that could stand as a model for assessing, reviewing and developing a project of this nature”. The state’s endorsement of the Firming Project culminates 13 years of diligent effort and lengthy negotiations to permit and authorize this project. With respect to project financing, the Request for Proposal (RFP) process to hire a Municipal Advisor to investigate the various financing options available for this project is nearing completion. A firm has been selected, and contract negotiations are underway. Platte River has been actively involved in this process, and it is anticipated that the firm will have financing recommendations/options to the Firming Project participants by the end of the summer or early fall. The engineering design phase is also getting underway with the RFP process for an engineering firm. Proposals are being considered from two firms, and interviews are scheduled for the last week in April. It is expected that a firm will be selected in May, and execution of a contract, including a finalized scope of work, will happen in the following month or two. Design is scheduled to last for approximately two years, and construction is planned to begin in 2018. The firming project is estimated to be complete and ready to begin filling by the spring of 2021 or 2022. Windy Gap Project Final Payment. Formal efforts to develop and construct the Windy Gap Project began in 1967 when the water rights on the Colorado River were filed. The project was financed through Windy Gap Water Revenue Bonds issued by the Municipal Subdistrict of Northern Colorado Platte River Power Authority 5 April 2016 Management Report Page 76 Water Conservancy District beginning in the late 1970’s. Following completion and approval of an Environmental Impact Statement and acquisition of 23 permits and licenses, Windy Gap Project construction began in July 1981. The project was completed in 1985 and began delivering water to Municipal Subdistrict allottees in July 1985. The final payment to be made by project allottees on the last bonds outstanding is December 2017. In March 2016 it was determined that there was enough money in project reserve funds to fund an Escrow Account to retire the principal and interest on the remaining debt as it comes due. On April 14, 2016, the outstanding debt was defeased by Resolution of the Municipal Subdistrict Board. Funding of the Escrow Account will be at the end of April 2016. At that time the Windy Gap Project Bonds will be considered to be discharged and the Windy Gap Project free of debt. Rawhide Water Supply Update. There continues to be some uncertainty with the water supply for 2016. There has not been any Windy Gap water in the system since the spring of 2014, which has led to Platte River operating in an alternate water supply mode. In this situation, leased C-BT water is used as collateral in-lieu of Windy Gap water to meet all of the critical process water needs, and some of the cooling water needs. Adequate quantities of C-BT water could not be leased this past winter to meet the cooling water needs under the Reuse Plan, so Windy Gap Short operations are in place (special arrangement with the City of Fort Collins for the Reuse Plan and MOU requirements). Resources are sufficient to supply the process water and cooling water needs through May of 2016. Thus far, the impacts of Windy Gap Short operations to Platte River have been minimized due to free river conditions (utilizing junior Poudre River water rights) and storage of some effluent in Fossil Creek Reservoir, which can be pumped at a later time to the Rawhide cooling reservoir. The opportunity to pump Windy Gap water usually begins in April, however; because the level in Lake Granby is relatively full, there may not be any room to store Windy Gap water depending on runoff conditions. The decision has been made at this time to not pump any Windy Gap water and see what the spring brings. There could be an opportunity to pump Windy Gap water later in the spring, or even into early summer. Staff will continue to monitor the water conditions and the rental water market, with the hopes of either utilizing pumped Windy Gap water if that becomes available, or leasing additional C-BT water. Rawhide Coal Price Lock. As staff reported to the Board in 2015, there are three methods that can determine the price paid for Rawhide coal; the default index price, a price locking option, and/or a negotiated fixed pricing. For 2016 coal deliveries, the price was determined by a combination of two price lock options for approximately two-thirds of the coal, and the default index was utilized for the remaining balance of coal deliveries. The final weighted average price for 2016 coal was favorable to Platte River. The price lock option window for 2017 coal deliveries began in January 2015, and terminates at the end of June 2016. At the end of April 2015, given favorable market conditions and per the price lock procedures, a price lock was entered into for a portion (400,000 tons) of the total 2017 Rawhide coal nomination of 1,250,000 tons. Prices continued to decline through the remainder of 2015, and into the first quarter of 2016. This led to a second price lock that was exercised in accordance with price lock procedures on March 24, 2016 for the 2017 delivery term for 850,000 tons. This second price lock provides price certainty and secures all of the Rawhide coal needs for 2017. The final weighted average price for 2017 coal is favorable compared to next year’s forecast, and is approximately $0.80/ton below our 2016 pricing. The price lock option window for 2018 coal deliveries began in January 2016, and remains open through September 2017. Staff will continue to monitor pricing for the 2018 Rawhide coal needs. Mountain West Transmission Group (MWTG). The MWTG consists of seven interconnected Rocky Mountain area transmission owners that currently have and administer individual transmission tariffs. Platte River Power Authority 6 April 2016 Management Report Page 77 These owners, including Platte River, are studying the costs and benefits of replacing individual company transmission tariffs with one regional transmission tariff that would provide transmission system benefits for Platte River. First, a regional tariff may reduce Platte River’s transmission costs by potentially eliminating the current business practice of pancaked rates. Transmission rate pancaking occurs when transmission customers pay a tariff for each transmission system used in the delivery power. For example, under a regional tariff Platte River would cease paying Western’s tariff to deliver our 72 MW of Silver Sage and Spring Canyon wind energy to our load. Second, since pancaked rates are eliminated there is no incentive to construct duplicate facilities to bypass wheeling charges. Third, Platte River will benefit from additional opportunities for power purchases, surplus sales and new generation. For example, Platte River could exchange power under the regional tariff with all MWTG participants, and also participate in new generation sited anywhere within the MWTG footprint and deliver the energy to load under one tariff. And finally, a regional transmission tariff lays the foundation for the development of organized energy markets that create opportunities for generation benefits. The MWTG retained a consultant experienced in regional transmission rates to assist in the evaluation of various rate designs. The MWTG participants chose an 8-Zone License Plate Rate for serving load within the MWTG footprint and a Regional Through and Out Rate (ROTR) for moving power through or out of the MWTG footprint. On March 31, 2016, the MWTG participants signed a non-binding Memorandum of Understanding to document issues on which the group reached consensus such as a method for mitigating impacts to participants who will have increased transmission costs due to loss of revenue from pancaked rates. Other issues are to be determined such as the method for transmission planning and cost allocation of transmission projects within the regional footprint. The MWTG also agreed to participate in an energy market study with the intent to determine the added value that the common tariff and energy market will have to power supply and generation. This study would consist of a complete simulated energy market with a day ahead and real time energy dispatch across the Mountain West footprint. This study will be completed by the end of 2016. RESOLUTIONS & POLICY REVIEW Platte River Water Discussion. Work has been focused on the finalization of the Platte River Water Resources Reference Document. At the April Board meeting, a finalized version of the document will be distributed, and will include feedback received since the March Board meeting. This document is a historical reference document that will be updated on an annual basis. With the completion of the reference document, efforts can now be focused on strategic water discussions, which will lead to Board decisions that will be fundamental in the development of a Platte River water policy. Time is of the essence for these discussions as some of the key decision points are nearing milestones, such as the Windy Gap Firming Project. Some portions of upcoming discussions may fall within the parameters of matters subject to an executive session. The goal is to have a Boardapproved Water Policy and Resolution by the fall of 2016. This Water Policy will be used to guide future Platte River water decisions. GENERAL & FOLLOW UP ITEMS Rawhide Flats Solar Update. Overall site civil work is complete. Module deliveries are ongoing and will continue while the racking and tracking systems assembly begins. The electrical contractor has mobilized and will begin trenching soon. Platte River Power Authority 7 April 2016 Management Report Page 78 Delivery of the 34.5kV interconnection switchgear has been delayed from the end of May to mid-July due to equipment complexity impacting design time and supplier personnel changes. No impact to the Commercial Operation Date is expected. RMEL Scholarship. As reported previously, Platte River consolidated its annual scholarship process with the RMEL scholarship program, intended to support students interested in a career in the electric utility industry. We are pleased to announce the selection of Mitchell Khouri as the 2016 recipient of the RMEL Platte River Power Authority scholarship. Mitchell graduated from Fort Collins high school, resides in Fort Collins, and attends the Colorado School of Mines. He has expressed an interest in renewable energy. Headquarters Campus. As of Monday, April 25, we are engaged in discussions and the offer/counter offer process with the seller/developer of a preferred land parcel, and continue to explore other land options. We have begun drafting a project charter, communication plans and an RFQ to select an architect or engineer to lead the design process, and are putting together an internal project team. Key areas of focus for us will be on employee engagement and the opportunity for the workforce to be “heard” during the design phase, as well as the exploration of current design trends and best practices. There are not yet any changes to the preliminary timeline. We currently plan to work through the design phase during the balance of 2016 and the first and second quarter of 2017. Then, if all involved choose to move forward with construction, we anticipate that phase to last from the third quarter 2017 through 2018. However, this timeline is subject to change depending on the process and decisions made along the way. Customized Resource Planning Portfolio Modeling. During the March Board meeting, Platte River staff was directed to develop a draft project charter to address the collaborative resource modeling project for the Municipalities. This project will be managed using Platte River’s project management framework. Platte River will work with Estes Park, Fort Collins, Longmont, and Loveland utility staff to create customized resource models for each municipality based on inputs provided by each utility. A draft project charter will be provided at the April Board meeting. For this project to be successful, all parties must be engaged and all required information must be provided in a timely manner. Platte River Power Authority 8 April 2016 Management Report Page 79 Memorandum Date: April 20, 2016 To: Board of Directors From: Jackie A. Sargent, General Manager/CEO Dave Smalley, Chief Financial and Risk Officer Julie Depperman, Treasury Manager Subject: Debt Financing Recap On April 12, Platte River sold $147 million of the Series JJ Bonds using a competitive sale process. Platte River received nine bids, which were evaluated on a true interest cost (TIC) basis and ranged from the winning bid of 2.19 percent to the highest bid of 2.35 percent. The bonds’ all-in TIC was 2.22 percent. The winning bidder was JP Morgan Securities LLC. The bonds were sold at a premium of $32 million, providing total bond proceeds of $179 million and an average life of 10 years. Proceeds of $60 million will be used to fund production and transmission capital projects. Proceeds of $119 million will be used to advance refund a portion of the outstanding Series HH bonds. The net present value savings of the refunded bonds is $13.7 million (12.9 percent). The refunding will reduce annual average debt service by approximately $1.1 million per year through 2029. The Series JJ bonds are the lowest fixed rate bond issue in Platte River’s history. The transaction will close April 26, 2016. At the Board meeting, staff will provide a brief summary of the Series JJ Bond issuance. Page 80 Page 81 Memorandum Date: April 20, 2016 To: Board of Directors From: Jackie A. Sargent, General Manager/CEO Jason Frisbie, Chief Operating Officer Andy Butcher, Director of Operations Subject: Integrated Resource Plan Platte River is required to submit Integrated Resource Plans (IRPs) to the Western Area Power Administration (Western) at five-year intervals. The continued right of Platte River to receive federal hydropower energy and capacity requires IRP filings. Platte River submitted our last IRP to Western on June 10, 2011, one year ahead of the 2012 deadline. Recently it was determined that Platte River’s next IRP would be due on June 15, 2016. Fortunately over the past two years, Platte River has undertaken key efforts to prepare for submission of the next IRP, including public participation and development of planning cases that were presented to Platte River’s Board in 2015. These cases will be the basis for the 2016 IRP. Western has six main requirements for IRP submissions: 1. Identify and compare all practicable energy efficiency and energy supply resource options Over the past two years, Platte River engaged in an extensive review of portfolio options to address potential future CO 2 reduction needs, and presented findings to the Board in August 2015. The results of this study are the foundation for the 2016 IRP, and will be included in the “Portfolio Analysis” section of the IRP report. 2. Include action plan with timing set by customer The results of Platte River’s analysis are summarized in an Action Plan, which will be included in the “Executive Summary” of the 2016 IRP Report. 3. Describe efforts to minimize adverse environmental effects of new resource acquisitions The primary focus for Platte River’s 2016 IRP has been to assess portfolios that would achieve CO 2 reductions to meet the future requirements of the EPA’s Clean Power Plan as well as the resource needs of our customers. An overview of Platte River’s environmental objectives will be included in the “Environmental Analysis” section, and impacts will be addressed in the “Summary and Findings” section. Page 82 MEMO - Integrated Resource Plan April 2016 Page 2 of 2 4. Provide ample opportunity for full public participation Platte River began its public participation process in 2014 with its IRP Listening Sessions. Outreach continued in 2015, with special reports being provided at City Council meetings and other public forums. A summary of the process can be found in the “Public Participation” section. The Generation Technology Review is available as an appendix to the 2016 IRP. 5. Conduct load forecasting Platte River’s official 2015 Load Forecast acts as one of the building blocks for the 2016 IRP. A summary of the forecast will be included in the “Load Forecast” section of the IRP report. 6. Include brief description of measurement strategies for options identified in the IRP to determine whether objectives are being met Measurement of IRP strategies will be addressed following the IRP Action Plan in the “Executive Summary” section. A preliminary draft of the IRP document in hardcopy format will be provided at the April Board Meeting. Director of Operations Andy Butcher will also give a presentation at the meeting about the 2016 IRP process and will be available to answer any questions. No action from the Board is required at this time. At the next Board Meeting in May, staff will provide a final draft and will request approval. The final 2016 IRP will be submitted to Western by the June 15 deadline. Page 83 Memorandum Date: April 20, 2016 To: Board of Directors From: Jackie A. Sargent, General Manager/CEO Heather Banks, Fuels and Water Manager Subject: Water Resources Discussion/Presentation During the April Board Meeting, staff will be providing a presentation related to water resources at Platte River. This presentation will set the stage for a series of upcoming strategic water discussions that will aid in the development of a comprehensive water policy at Platte River. Some portions of upcoming discussions may fall within the parameters of matters subject to an executive session. The goal is to have a Board-approved Water Policy and Resolution by the fall of 2016. This Water Policy will be used to guide future Platte River water decisions. Time is of the essence for these discussions as some of the key decision points are nearing milestones, such as the Windy Gap Firming Project. The content presented during the April Board meeting is intended to be informational in nature, and no Board action will be required this month. Staff welcomes feedback and would be happy to answer any initial questions at the April Board meeting.