HomeMy WebLinkAbout20020153 Appendix E
City of Aurora Water Agreement
2002 O153
[ i
3s1 EXHIBIT
DENlTG319/0113a0007.DOC I
MAY-09-2001 12:56 DL. _AN,OSTRANDERaDINGE5S ;03 779 3662 P.01i22
DUNCAN,OSTRANDER&DINGESS,P.C.
Attorneys sad Couanlun at Law
Robert IL Duncan 7^ef10 f.Lh,duo A xnmr,Suite.SSA prrrial Coumcl
Donald M.emend& Dew,e,,Cu'mado 80231
litaM.nitro Telephone: (303)179-0MO Stephanie 1,Ncirecl
Tcldaa: (703)779-3662 latnca L'ireh
dodpctaldudpc.com 1.ovoid Platt
Lynn p.Obcroycr
Peter H•Ziemlce
Elizabeth D.Raven=
FAx EANSMISSION
DATL: May 9.2001
TRANSMITTED TO: Andy Jones,Esq.
TRASMITTAL NUMBER 970 356-1111
gtt0,M: Johnl:11)n s.Esq.
NUMBER OF PAGES: :O1%.°\
(including cover)
RF: Calpine Aurora Lease
?MMENTS:
Dear Andy,
Following please find a fax of the fully errentn9 lease. One of the duplicate urightrls is on
its way to Mark Said by Federal Express the other has been trommitttd to the Adorns County
Clerk and Recorder for recording. T will provide you with a copy of the recorded docuaient
when it is returned to this office.
Thank you rot your time rod rttanlion here to.
Sincerely,
DU C OSTRANDER rk f2IM iF.SS,P-C.
s,Each
HART)ropy WU L FOLLOW VIA US MAJL: YES NO X
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To awe. 'Perkins From a J nd�l Tones To 'Banal 9ch Lk_13e, FramQncli, 'Tomas
Co/Dept. 'co. Co toot. Co.
h 970-366-q1 b0 Phone
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Fax a30 7 . 1c�1L1 Faxit/' 7 ),3 h- ( - Pax It 3 - `At-16 -eaaLiFaxIt
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MAY-09-2001 12;56 DUNLHN,OSTRRNDER&DINGESS j 779 3662 P.b2i22
AGREEMENT FOR LEASE OF RECLAIMED WASTEWATER
cement")
THIS AGREEMENT FOR LEASE OF RECLAIMED0WASTEWATER
ASTEW betR ("en the City of
is made and entered into this day 2— of by and City f
Aurora, a home rule municipal corporation of a State of Colorado, acting
Utility Enterprise("City"), and Calpine Corporation, a Delaware Corporation ("CALPINE").
WI N F SSET :
WHEREAS, the City presently uses to extinction and leases certain of its treated and
reclaimed municipal wastewater ("reusable reclaimed wastewater" or "reclaimed wastewater");
and
WHEREAS, such reclaimed wastewater is derived from transmountain or other reusable
sources and if not used to extinction is delivered to the South Platte River; and
WHEREAS, CALPINE has an industrial use for a certain portion of this reusable
reclaimed wastewater delivered to the South Platte River in connection with a proposed electric
generation facility to be located at or near Hudson,Colorado; and,
WHEREAS, the City and CALPINE desire to enter into an agreement whereby the City
shall lease a portion of such reclaimed wastewater to CALPINE for the aforementioned
industrial purposes; and,
WHEREAS, this Agreement will be of mutual benefit and convenience to the citizens of
the City and CALPINE.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained
herein,the City and CALPINE hereby agree as follows:
1. General Tff 5 The City agrees to lease to CALPINE, four thousand three
(4,338) acre-feet of reusable reclaimed wastewater during each twelve (12)
m hundred p thirty-eight dw 2004 and February 28, 2014. Said lease shall be made expressly
month period between March 1,
subject to the terms and conditions set forth in this Agreement.
2. Delivery o Leas d Reclaimed Wa water. CALPINE agrees to accept all
deliveries of reclaimed wastewater leased un���sAfacility
�ry t either an the South ll of the River
o
Wastewater Reclamation District ("Metro") will bear hr
or at the confluence of Sand Creek and the South Platte River. The City
responsibility for delivery of the reclaimed wastewater to either of these delivery points. T
City in its sole discretion may determine which of the points of delivery it will use at any given
time. Once the delivery of any reclaimed wastewater leased hereunder has been madloss, am one or
of
these delivery points by the City, CALP1NE shall assume sole liability for any
injury which may occur to persons or property as the direct or indirect result of its control and/or
use of such reclaimed wastewater. The amount of reclaimed wastewaterlosses, o needed
"shrinkage," from the
points was calculated by CALPINE to include any transportation
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delivery points to CALPINE'S point of use, which CALPINE has stated will be approximately
sixty-five (65)miles downstream. CALPINE also acknowledges the travel between the delivery
points and such a point of withdrawal from the South Platte River and accounting le ast thirty-five
wed 5)
by
hours. CALPINE will be solely responsible for any and all reporting hority e City makes the reclaimed
a Colorado ie Engineer or any other lawful
This respon responsibility includes, but is not limited to,
wastewater availablel at the e delivery p
reporting and accounting concerning the transportation of the reclaimed wastewater from the
delivery points, its withdrawal front the Southlate River,and CA d g ofttherecbylaimed
the
wastewater. The City will perform any of the required the
Colorado State Engineer or any other lawful authority concerning conveyance
wastewater to the delivery points.
3. So rce of Leased ectaime Walt water. The City and CALPINE agree that
the source of reclaimed wastewater leased under this Agreement shall be the City's
municipal return flows to the South Platte River or other fully
reusable tls flows
Agr to the
South 1ano
River that the City is legally entitled to use for the purposes
circumstances will this lease be interpreted to mean that Aurora must supply either raw or treated
water should reclaimed wastewater be unavailable.
4. Delive _ Sc ale. Upon notification by CALPINE of its need to receive
reclaimed wastewater, the City will make deliveries of these reclaimed wastewater,
set with inExhibitthedeli ivcry
hat
points set forth in Paragraph 2.herein, above according to is attached hereto and incorporated herein by th (12)ference. In month period ev� through h February
amount
of
reclaimed wastewater delivered in anyMarch 4 thro acre-feet set
exceed the maximum amount of four thousand three hundred thirty-eight ( , s notice of
forth in Paragraph 1. of this Agreement. CALPINE will give the City three (3) day
any request to cease deliveries. As long as the City is capable of delivering the reclaimed
wastewater to the delivery points according to the delivery schedule CALPINE will be obligated
to pay the per-acre foot charge set forth in Paragraph 6. herein below regardless of whether or
not . requests or 28, 2002 ses the ,and thereafter on an annual blaimed wastewater per the ouirements of Paragraph as s, CALPINE may request
in February rates of delivery but not the
modification of the schedule set forth in. Exhibit I concerning the
total annual amount of reclaimed wastewater delivered. The City in its sole discretion may grant
or deny any requested modification.
5. Sub° 'patio Claus . The City represents that it has reclaimed wastewater that
it can presently make available at the delivery points discussed
tin thised wastewater suent. pply
Agreement is made expressly subordinate to the followingecr Lease wastAgreewatent su ly
obligations which the City has incurred: 1)the March 2, 1981,
he
City of Arvada, Colorado; 2) its October 25, 1993, Effluent Agreement with the State of
Colorado, Division of Parks and Outdoor Recreation; 3) the City's obligation pursuant to the
Substitute Water Supply Plan for Upper Cherry Creek Management Association approved March
19, 1998; and 4)the City obligations pursuant to Water Division 1, Case Nos. 95CW226 & 227
and Case No- 99CW158. The City further represents that notwithstanding the forgoing
enumerated demands it will have sufficient reclaimed wastewater to meet the delivery schedule
— set forth herein for the entire term of the Agreement.
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6. Consideration. CALPINE agrees to pay to the City the amount of two hundred
dollars,($200.00)per acre-foot, or fraction thereof, of reclaimed wastewater delivered under this
Agreement between March 1.2004 and February 28,2005. Thereafter, at the time of billing, the
rate per acre-foot will increase by the same percentage of any increase that occurs regarding the
inside the city of Aurora Commercial and Industrial Customer Cl ss foronal CALPINE Class for Water
Cattes speill
cified
by the City Code of the City of Aurora, Section 138-223 (a) O.
make four(4) delay fee payments to the City of twenty thousand dollars ($20,000.00) each. The
first delay fee payment will be made upon the execution of this Agreement and with the
remaining delay fee payments made upon March l t of each of the years 2002, 2003 and 2004.
CALPINE shall have the right to terminate this Agreement at its discretion at any time prior to
the commencement of deliveries of reclaimed wastewater,provided, however, that in such event
CALPINE will immediately pay the City the total of all the remaining twenty thousand dollar
($20,000.00) delay fee payments, notwithstanding the provisions of Paragraph 8, of this
agreement.
7. Payment. Beginning in calendar year 2004, on the first day of March for each
year of this Agreement, the City shall bill CALPINE for all reclaimed wastewater scheduled to
be delivered at the delivery point during the succeeding twelve (12) month period. All billing
shall be done on such forms as designated by the City for that purpose. Payment by CALPINE
shall be due no later than the first day of April of the same year in which such bill is issued. If
CALPINE does not make the required payment by the April first due date, the City may give
CALPINE a notice of default, If CALPINE does not cure the default by making full payment
within thirty (30) days of receipt of any notice of default, then the City, in addition to pursuing
any other remedies available to it, may declare this Agreement terminated and the City will be
free to make other uses of the reclaimed wastewater that is the subject hereof.
8. Force Majeure. Subject to the terms and conditions in this paragraph,no party to
this Agreement shall be liable for any delay or failure to perform under this Agreement due
solely to conditions or events of Force Majeure,as that term is specifically defined with regard to
each party below; provided that: A) the non performing party gives the other party prompt
written notice describing the particulars of the occurrence of the Force Majeure; B) the
suspension of performance is of no greater scope and of no longer duration than is required by
the Force Majeure event or condition; and C)the non-performing party proceeds with reasonable
diligence to remedy its inability to perform and provides weekly progress reports to the other
party describing the actions taken to remedy the consequences of the Force Majeure event or
condition. In the event of a change in municipal (or other local governmental entity), state or
federal law or practice that prohibits or delays performance, the obligation to seek a remedy shall
extend to making all reasonable efforts to refonn the Agreement in a manner consistent with the
change that provides the parties substantially the same benefits as this Agreement, provided,
however, that no such reformation shall increase the obligations of either party.
8.1 Force Maieure - City. The City shall not be liable for any delay or failure to
perform its obligations under this Agreement caused by events beyond the
reasonable control ot; and without the fault or negligence of the City, including,
without limitation A) changes in state or federal law or administrative practice
concerning, water rights administration, water quality or stream flow
requirements, B) changes in state water rights administrative practice concerning
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the reuse by the City of reclaimed wastewater through leases to others for use at
locations other than Aurora, Colorado, including, but not limited to,challenges to
retained dominion and control, C) acts of God, I)) sudden actions of the elements
such as floods, earthquakes, hurricanes, or tornadoes, D) sabotage, F) vandalism
beyond that which can be reasonably prevented by the City, G) terrorism,H)war,
I) riots, J) fire, K) explosion, L.) severe cold or hot weather,M) snow,N) drought
0) other extreme weather conditions, 0) blockades, Q) insurrection, R) strike,
slow down or labor disruptions (even if such difficulties could be resolvedstate,
municipal,conceding to the demands of a labor group); S) actions by federal,
municipal, or any other government or agency (including but not limited to, the
adoption or change in any rule or regulation or environmental constraint imposed
by federal, state or local government bodies) but only if such requirements,
actions, or failures to act prevent or delay performance, T) inability, despite due
diligence, to obtain required licenses, permits or approvals, and, U) changes of
law relating to financial obligations, revenues and budgetary matters concerning
Colorado local governments and their enterprises that prohibit or delay the City's
performance of its obligations under this Agreement. In the event a Force
Majeure event or condition prevents the City from delivering all or part of the d wastewater to shall refund
agreed upan na paymets of nts made aforethat reclaimed wastewater, the not delivered within
all advance paym
sixty days of the conclusion of the Force Majeure event or the cancellation of the
Agreement pursuant to Subparagraph 8.3.below.
8.1.1 Drought Definition. For the purposes of this Agreement, "drought" shall
be defined exclusively as a condition more severe than that which
occurred in the years 1954-1957 in the South Platte River Basin.
8.2 Force Maieure - CALPINE. CALPINE shall not be liable for any delay or
failure to perform its obligations under this Agreement, including the o of God
ns
set forth in Paragraphs 6. and 7. of this Agreement, caused by A)
resulting in destruction of the Hudson generation station and/or related necessary
structures, including the Kersey pipeline or its equivalent; B) actions by federal,
state, municipal, or any other government court or agency (including but not
limited to, the adoption or change in any rule or regulation or environmental
constraint imposed by federal, state or local government bodies) but only if such
requirements, actions, or failures to act prohibit completion or operation of the
generation facility at or near Hudson; and C) inability, despite due diligence, to
obtain required licenses, permits or approvals, if such inability prohibits
completion or operation of the generation facility at or near Hudson.
6.3 Limitations on Effect of Force Maieure. In no event will any delay or failure of
performance caused by any conditions or events of Force Majeure extend this
Agreement beyond its stated Term, In the event any ent any dedelay
ar continues for failureof
performance on the part of the party claiming J
an
uninterrupted period of more than three hundred sixty-five 8. of this Agreement,(36 days
s from
the
its
occurrence or inception as noticed pursuant to Paragraph
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party not claiming Force Majeure may. at any time following the end of such one
year period, terminate this Agreement upon written notice to the party claming
Force Majeure,without further obligation except as to costs and balances incurred
prior to the effective date of such termination.
9. No Rights Conferred. Except as otherwise provided in this Agreement, the
parties acknowledge that all reclaimed wastewater leased hereunder is intended for the present
and future use of the City. It is further understood and agreed to by the parties that this
Agreement shall confer no rights in such reclaimed wastewater upon CALPINE, nor shall any
future needs for water by CALPINE enable CALPINE to make claim against the City for any of
the City's reclaimed wastewater, other water or water rights. CALPINE further acknowledges
the statutory prohibition against vesting of a right for a continued lease expressed in CRS § 31-
35-201 applies in these circumstances.
10. Use of Leased Reclaimed Wastewater. The reclaimed wastewater supplied to
CALPINE under the Agreement shall only be usable by CALPINE by direct diversion, storage,
augmentation or exchange for industrial uses at the generation facility at or near Hudson.
Further, it will be CALPINE's sole
or responsibility,abili at its
necessary for expense, to s sea oaf y and all
111 reclaimed
or regulatory adjudications, permits
wastewater.
11. No O o itin to Aurora Wate o Matters. From the date of execution of
this Agreement through the conclusion hereof, CALPINE agrees that neither it nor any
ns
successors, if any are allowed, will oppose the City in any Colorado Water Court App
filed by the City.
12. Early Termination and Penalty. Once deliveries of reclaimed wastewater have
commenced pursuant to this Agreement, CALPINE may terminate this Agreement after January
31, 2008 but not before such date. After that date,notice of any early termination must be given
prior to January 31u of the calendar year in which the termination would take effect. Should
CALPINE seek an early termination under any circumstances other than those described in
Paragraph 5.3 of this Agreement, it must pay the City at the time of notification a penalty
payment of the product of one hundred thousand dollars($100,000.00)per year multiplied by the
number of years remaining in this Agreement
13. Aurora Right to Request Reuse. The parties hereto acknowledge that
hydrologic and other conditions may exist wherein CALPINE may not need all or a portion of
the reclaimed wastewater flow available to it under this Agreement. The City may contact
CALPINE, not more frequently than once per day, to determine if any of the reclaimed
wastewater leased hereunder will not be needed. If any reclaimed wastewater will not be needed
by CALPINE, the City, at its option,may use the same for any purpose. If the City does use any
such reclaimed wastewater it will determine the amount thereof and credit CALPINE at the per
acre-foot amount set forth in Paragraph 6. on the next invoice due pursuant to Paragraph 7.
14. );xtension. Upon the first anniversary of the Agreement and annually thereafter,
CALPINE may request that this Agreement be extended for up to two (2) additional five(5) year
periods beyond its expiration date. The City in its sole discretion may grant or deny any
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•
extension. The parties agree that no extension agreement, if any,will be executed before March
1,2013.
15. fective ate. This Agreement shall be in full force and effect from the date of
its execution, following approval by the City and CALPINE.
16. Non-Bnsiness a s. If any date for any action under this Agreement falls on a
Saturday, Sunday or a day that is a"holiday" as such term is defined in Rule 6. of the Colorado
Rules of Civil Procedure, then the relevant date shall be extended automatically until the next
business day.
17. Commissions and Fees. Each party shall be solely responsible for the payment
of any and all real estate commissions oc om the ioes or inees t ante CA at it incurs
with
respect
to
to
this Agreement. Without limiting the generality p g
bear the commissions or fees,if any,charged by Integrated Water Resources,Inc.
18_ Entire Agreement of the Parties. This writing constitral utes the enttnere ag agreement
between the parties and supersedes e pparties written res or pect the subject matter contained
representations, and understandings of the p SP
herein. Neither party has relied upon any fact or representation not expressly set forth herein.
19. Amend . This Agreement may be amended., modified, changed, or
terminated in whole or in part only by written agreement duly authorized and executed by the
parties hereto.
20. Enforcement. The parties agree that this Agreement relief, belen or damages> or
d in law or
in equity for specific performance, injunctive, or other appropunderstood
may be available according to the laws of the State of Colorado. It is specifically
that, by executing this Agreement, each party commits itself to perform pursuant to the terms
hereof, and that any breach hereof resulting in any recoverable damages shall not thereby cause
the termination of any obligations created by this Agreement unless such termination is
requested by the party not in breach hereof.
21. Venue. Venue for the trial of any action arising out of any dispute hereunder
shall be in the District Court in and for the County of Arapahoe, Colorado.
22. Governing Law. This Agreement and its application shall be construed in
accordance with the laws of the State of Colorado.
23. No At�t,fneys' ees. In the event of any litigation,mediation, arbitration or other
dispute resolution process arising out of or related to this Agreement each party agrees to be
responsible for its own attorneys' and other professional fees, costs and expenses associated with
any such proceedings.
24. Joint Draft. The parties hereto with each having the advice of legal counsel and
an equal opportunity to contribute to its content drafted this Agreement jointly.
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25. Intent of Agreement. This Agreement is intended to describe the rights and
responsibilities of and between the named parties and is not intended to, and shall not be deemed
to confer rights upon any persons or entities not named as parties, nor to limit in any way the
powers and responsibilities of the City, CALPINE,or any other entity not a party hereto.
26. Non-Severability- Each paragraph of this Agreement is intertwined with the
others and is not severable unless by mutual consent of the City and CALPINE.
27. Effect of Invalidity. If any portion of this Agreement is held invalid or
unenforceable for any reason by a court of competent jurisdiction as to either party or as to both
parties,the entire Agreement will terminate.
28. Non-Assienability and No Subleasej. The City may not assign its rights or
delegate its duties hereunder without the prior written consent of CALPINE. CALPINE may
assign its rights and delegate its duties hereunder to Rocky Mountain Energy Center, LLC, a
Delaware LLC, a wholly owned subsidiary of CALPINE without the prior consent of the City,
provided that CALPINE is ultimately liable for Rocky Mountain Energy Center, LLC's
obligations under this Agreement. Rocky Mountain Energy Center, LLC may not further assign
or delegate without the prior written permission of the City, which permission shall not be
unreasonably denied,provided: 1)prior notice of any such assignment shall be given to the City;
and, 2) any assignee shall expressly assume CALPINE'S obligations hereunder,unless otherwise
agreed to by the City, and no assignment,whether or not consented to, shall relieve CALPINE of
its obligations hereunder in the event the assignee fails to perform, unless the City agrees in
writing in advance to waive CALPINE's continuing obligations pursuant to this Agreement.
CALPINE may, without the City's consent, assign this Agreement to a lender or other financing
party as security for any loan or other financing arrangements obtained by CALPINE in
connection with the proposed electric generation station at or near Hudson. If CALPINE'S
lender or other financing party in connection with such financing, or refinancing, arrangements
requires them, upon CALPINE'S request, the City shall execute and deliver to CALPINE either
or both of the documents set forth in Exhibit II and Exhibit HI or documents substantially similar
thereto, it being understood that A) any changes to Exhibits lI and III must be reasonably
acceptable to the City, B) concerning Exhibit II the Aurora City Attorney reserves the right to
require modifications to such document prior to execution thereof by the City in order to
accurately reflect any changes in this Agreement (or related documents) or other circumstances
since the date of original execution of this Agreement, and C) the Aurora City Attorney will
deliver Exhibit III in a form consistent with the facts and the law existing at the time of delivery.
CALPINE may not assign its rights or delegate its duties hereunder to any other party or entity
without the prior written permission of the City, which permission the City may grant or
withhold at its discretion. CALPINE may not sublease the reclaimed wastewater to which it is
entitled pursuant to this Agreement without the permission of the City, which permission the
City may grant or withhold at its discretion. CALPINE acknowledges and agrees the execution
and delivery of this Agreement shall not create any liabilities on the part of the City running in
favor of any third parties with which CAI-PINE has or proposes to have a financial or contractual
relationship (other than any successor in interest to CALPINE or any assignee of CALPINE
acquiring rights pursuant to an assignment expressly permitted by this Paragraph 28., Exhibit E
hereto or any similar consent to assignment executed by the City in connection with a permitted
collateral assignment of this Contract) (collectively, "Non-Assignee Third Parties"). CALPINE
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agrees to indemnify, save and hold harmless the City from and against all liability, cost or
expense of any kind, including the City's reasonable cost of defense, arising out of any claim by
any such Non-Assignee Third Party alleging A) rights under, or a breach by the City, of this
Contract or B) fraud or misrepresentation by or on behalf of the City with respect to the subject
matter of this Contract. Nothing in the foregoing two sentences is intended to, or shall, alter or
impair the rights and remedies of CALPINE or any such successor or permitted assignee with
respect to this Contract or any breach or default by the City hereunder.
29. Successors and Assigns. This Agreement and the rights and obligations created
hereby shall be binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns in the event assignment is allowed.
30. Waiver of Breach. Waiver of breach of any of the provisions of this Agreement
by either party shall not constitute a continuing waiver of any subsequent breach by said party of
either the same or any other provision of this Agreement.
31. Multiple Originals. This Agreement may be simultaneously executed in any
number of counterparts, each one of which shall be deemed an original, but all of which
constitute one and the same Agreement.
32. Headings for Convenience. Headings and titles contained herein are intended
for the convenience and reference of the parties only and are not intended to define, limit, or
describe the scope of intent of any provision of this Agreement.
33. Recordation. Following the execution of this Agreement, the parties may cause
this Agreement to be recorded with the Clerk and Recorder's Office of such county or counties
in Colorado as they may desire_
34. Notice, Unless otherwise stated herein, any notices, demands, or other
communications required or desired to be given under any provision of this Agreement shall be
given in writing, to be delivered personally, or sent by certified or registered mail, return receipt
requested,postage prepaid,to the following:
To the City: Director of Utilities
City of Aurora, Colorado
1470 South Havana Street, Suite 400
Aurora,Colorado 80012
To CALPINE: Vice President of Business Development
Calpine Corporation
6700 Koll Center Parkway
Pleasanton, California 94566
or as to such other addresses as either party may hereafter from time to time designate by written
notice to the other party in accordance with this paragraph. Notice shall be effective upon
receipt.
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35. Sole Obligation of Utility Enterprise. The parties agree that any and all
obligations of City under this Agreement are the sole obligations of the City, acting by and
through the City of Aurora Utility Enterprise, and as such, shall not constitute a general
obligation or other indebtedness of the City of Aurora or a multiple fiscal year direct or Odirany
debt or other financial obligation whatsoever of the City of Aurora within the meaning
f an
constitutional, statutory, or charter limitation. The parties also agree that, in the event of
an
not
award of damages against the City or the City of Aurora Utility Enterprise. CALPINE shall
have any recourse against any of the properties or revenues of the City of Aurora, except that in
order to satisfy any non-appealable judgment against Aurora, CALPINE shall have recourse
against the net revenues of the Aurora Water System that are available therefor in thei yf of
Aurora Utility Enterprise Water Fund, or any successor enterprise fund, after payment
all
expenses related to the operation and maintenance and periodic payments on bonds, loans and
other financial obligations of said Aurora Water System. The provisions of this paragraph are a
limitation of Calpine's damages remedy only, and are not intended to modify or limit
CALPINE's right to seek other relief as set forth in Paragraph 20. of this Agreement le to against the
City, the City of Aurora Utility Enterprise or any other entity OT sub-entity the
assets necessary to the performance of the Agreement at the time of a breach.
9 a?
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IN WITNESS WHEREOF,the undersigned patties have caused this Agreement to be
executed as of the day and year first written above.
CITY OF AURORA,COLORADO,
ATTEST: ACING BY AND THROUGH ITS
UTILITY ENTERPRISE
•
•
et2`CirL
PAUL.E. TAUER, ayor
.City lqc__-r:-'_. . •.
APPROVED AS TO FORM FOR SEALAURORA:
D GESS,
Special Counsel
CALPINE CORPORATION,A
DELAWARE CORPORATION
11(.. AMILA:CLIP
ACOB M. RUDISILL,
Senior Vice President
SEAL
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MAY-09-2001 13:02 DUNL,,�1,OSTRRNDERBD 1 NGESS v rru owc . A,apm,cc
STATE OF COLORADO )
) ss
COUNTY OF ARAPAFIOE )
The foregoing instrument was acknowledged before me this ILL day of
, ,by Paul E. Tauer,Mayor, and attested to by bebra Johnson
City Clcr n behalf of the City of Aurora, Colorado, acting by and through its Utility
Enterprise.Witn�_ •d and official seal. (—ad j) ti►} A.9_Q
1-Q
_ �• R Nlic
rpYlat•
v
,
*antisslant es' j�9, Ian .,2ro
, 2 i
o%)
''SOP CO
LEcbilpi1Rat
STATE OF )
)ss
COUNTY OF )
The foregoing instrument was acknowledged before me this day of
, 2a ,by fatal M.Rudisill, Senior Vice President,on behalf of Calpine,
Corporation, a Delaware Corporation.
Witness my hand and official seal.
Notary Public
My commission expires:
(SEAL)
11
Apr
(1$ 05 U1 1l.UQ 13•9-0J-i. _
MAY-09-2001 13:02 DUNC., ,a,0STRANDER.°INGESS 10
5 rr7 io r.J. cc
STATE OF CALIFORNIA )
) ss.
COUNTY OF ALAMEDA )
On April 23. 2001 , before me, Phyllis Branle. Notary Public , personally
appeared Jacob M. l&udisill , personally known to me
satisjiete;y eviddence) to be the person(*) whose name(s) (is'are) subscribed to the within
instrument and acknowledged to me that (he./she/they) executed the same in
(his/her/their) authorized capacity(ies), and that by (hisAhenWthair) signature(*) on the
instrument the person(s), or the entity upon behalf of which the person(*) acted, executed
the instrument.
• ,rtPHYU.IS GRANLE
e COMMISSIaN1218B74
WITNESS MY HAND AND OFFICIAL SEAL �pf Nor'Aar ruauctAuwrw,
•-L AIAMHDA COUNTY
wmmxnan 11n 0,2004
Q�Jl
otary Public
U5-U2, U1 11:UU 197 . G . : .:H! -Al : !LL_ , 1pj Ul-1i94
MAY-09-2001 13:03 DatmN.OSTRANDERaDINGESS -13 773 3662 P.14,22
EXHIBIT I
Delivery Schedule
March 1,2004—February 28, 2014
cis. Acre-feet Acre-feet
per day per day per month _
March 5.49 10.89 338
•
April 5.89 11.68 350
May 6.45 12.79 397
June 6.96 13.81 414
July 7.22 14.32 444
August 7.10 14.08 436
September 6.73 13.35 401
October 6.02 11.94 370
November 5.25 10.40 312
December 4.86 9.64 299
January 4.79 9.51 295
February* 5.08 10.07 282
Total Annual Volume 4,338
Acre-feet
*During Leap Years,February deliveries will be 4.91 c.f.s. per day.
12
05 09 01 14 00 '8'970376 7L IT =(L _‘‘' P` 4Li 4., r7015
MP?-09-2001 13:03 DUNC ,N,0STRFlNDERBDINGE5S 3 775 .5bbC r.ia cc
EXHIBIT II
CONSENT TO ASSIGNMENT
This Consent to Assignment("Consent"), is made this,day of , 200a
between The City of Aurora, a home rule Municipal Corporation of the State of Colorado, acting
by and through its Utility Enterprise ("City"), and Rocky Mountain Energy Center, LLC, a
Delaware limited liability company ("Owner'), for the benefit of Credit Suisse First Boston,
acting through its New York Branch, as Administrative Agent ("Administrative Agent"), for the
Banks under the Credit Agreement(as defined below).
Whereas, Calpine Construction Finance Company U, LLC, a Delaware limited liability
company ("Borrower"), has entered into that certain Credit Agreement, dated as of October 16,
2000 (the "Credit Agreement'), by and among Borrower, the financial institutions listed on
Exhibit H thereto (the 'Banks'), Credit Suisse First Boston, acting through its New York
Branch, as Lead Arranger and Administrative Agent, The Bank of Nova Scotia, as Lead
Arranger, Co-Syndication Agent and Boakmmmer,Banc of America Securities LLC, as Arranger
and Co-Syndication Agent, ING (US) Capital LLC. as Arranger and Co-Syndication Agent,
Bayerische Landesbank Gironzentrale, as Arranger, Co-Documentation Agent and LC Bank,
CIBC World Markets Corp., as Arranger and Co'Documentation Agent, Dresdner IC.leinwort
Benson North America Services LLC, as Arranger and Co-Documentation Agent and TD
Securities (USA)Inc. , as Arranger and Co-Documentation Agent; and
Whereas, the City and the Owner (successor in interest to Calpine Corporation a
Delaware Corporation, by way of assignment) have entered into that certain Agreement For
Lease Of Reclaimed Wastewater, dated , 2001 (as the same may be amended from time
to time in accordance with its terms, the "Agreement"), with respect to the Hudson Colorado
Generation Facility Project (the "Project"); and the Owner and Administrative Agent on behalf
of the Banks have entered into the Project Owner Guarantee dated as of , 200_, (the
"Guarantee"), pursuant to which the Owner has guaranteed the obligations of each of the
Portfolio Entities under the Credit Document including Borrower's obligations under the Credit
Agreement and other credit document to which Borrower is a party; and
Whereas, pursuant to the Project / Turbine Owner Security Agreement dated
200_(the"Security Agreement)between Owner and Administrative Agent, Owner has assigned
its interests under the Agreement to the Administrative Agent on behalf of the Banks as security
for Owner's obligations under the Guarantee and other Credit Documents to which it is a party.
NOW THEREFORE,be it agreed as follows:
L The Parties agree the mutual promises and agreements set forth herein are
adequate and sufficient consideration therefor.
13 �,
1I (19 (U 14 l) 1$9-I 't “. '. L, '9L .I_'L a
— �OlG. U..-
MAY-09-2001 1304 DLkhL.r1N,0STRANDERBD I NGESS 93 779 3662 P.16/22
2. The City hereby consents to the Owner's assignment (for security purposes) of,
and grant of security interest in,the Agreement in favor of the Administrative Agent.
3. The City hereby grants to the Administrative Agent the entitlement (but not
obligation) to exercise all rights and to cure any defaults of Owner under the Agreement. Upon
receipt of notice from the Administrative Agent, the City agrees to accept such exercise and cure
by the Administrative Agent and to undertake all performance due by the City under the
Agreement and this Consent to the Banks. The City agrees to make all payments to be made by
it under the Agreement, if any, directly to the Administrative Agent for the benefit of the Banks
upon receipt of Administrative Agent's written instructions.
4. The City will not cancel or terminate the Agreement or suspend performance of
its services thereunder except as provided in the Agreement and in accordance with Paragraph 5.
hereof, or consent to, or accept any cancellation, termination or suspension thereof by Owner
without the consent the Administrative Agent. The City further agrees to deliver (a) duplicates
or copies of all Notices of Default delivered under or pursuant to the Agreement, (b) duplicates
or copies of any amendments made to the Agreement, and (c) notice of any assignment or
transfer of the Contract by the City, in each case to the Administrative Agent promptly upon
receipt or delivery thereof. The City agrees to deliver copies of all notices of default delivered
under or pursuant to the Agreement to the Administrative Agent promptly upon receipt or
delivery thereof.
5. The City will not terminate the Agreement on account of any default or breach of
the Owner thereunder without written notice to the Administrative Agent and first providing the
Administrative Agent(i) thirty (30) days from the day notice of default or breach is delivered to
the Administrative Agent to cure such default if'such default is the failure to pay amounts to the
City which are due and payable under the Agreement or (ii) a reasonable opportunity, but no
fewer than ninety (90) days, to cure such breach or default if the breach or default cannot be
cured by the payment of money to the City, so long as Administrative Agent or its designee shall
have commenced to cure the breach or default within such ninety (90) day period and thereafter
diligently pursues such cure to completion and continues to perform any monetary obligations
under the Agreement and all other obligations under the Agreement are performed by Owner or
Administrative Agent. With respect to any non-monetary default, if possession of the Project is
necessary to cure such breach or default and Administrative Agent or its designee(s) or
assignee(s) declare Owner in default and commence foreclosure proceedings, Administrative
Agent or its designee(s) or assignee(s) will be allowed a reasonable period to commence and
complete such proceedings. If Administrative Agent or its designee(s) or assignee(s) are
prohibited by any court order or bankruptcy or insolvency proceedings, the foregoing time period
shall be extended by the period of such prohibition. The City consents to the transfer of Owner's
interest under the Agreement to the Banks or any of them or a purchaser or grantee at a
foreclosure sale by judicial or non judicial foreclosure and sale or by a conveyance by Owner in
lieu of foreclosure and agrees that, upon such foreclosure, sale or conveyance, the City shall
recognize the Banks or any of them or other purchaser or grantee as the applicable party under
the Agreement (provided that such Banks or purchaser or grantee assumes in writing the
obligations of Owner under the Agreement).
14 Q
U D9 01 11 02 2S9 ' 7;6
MAY-09-2001 1304 P' mN.DSTRRNDER&DINGESS X03 779 3662 P.17/22
6. In the event that the Agreement is rejected by a trustee or debtor in possession in
any bankruptcy or insolvency proceeding, or if the Agreement is terminated for any reason other
than default that could have been but was not cured by the Administrative Agent as is provided
in Paragraph 4. above, and 11 within forty-five (45) days after such rejection or termination, the
Banks or their successors or assignees, shall so request, the City will execute and deliver to the
Banks a new contract which contract shall be on the same terms and conditions and with the
same consideration paid to the City as the original Agreement for the remaining primary term of
the Agreement before giving effect to such termination.
7. In the event the Banks or their designee(s) or assignee(s) elect to perform
Owner's obligations under the Agreement or to enter into a new contract as provided above, the
Banks, their designee(s) and assignee(s) shall have no personal liability to the City for the
performance of such obligations, and the sole recourse of the City in seeking the enforcement of
such obligations shall be to such parties' interest in the Project (it being understood, however,
that nothing in this Paragraph 7. shall limit the City's right under the Agreement to terminate the
Agreement for nonpayment, following notice to the Administrative Agent and expiration of any
cure payment applicable to the payment default provided in the Agreement or hereunder).
8. The City hereby warrants and represents that the execution and delivery by the
City of the Agreement and this Consent has been duly authorized by all necessary municipal
action and does not and will not require any further consents or approvals, which have not been
obtained, or violate any provision of any law, regulation, order,judgment, injunction or similar
matters or breach any agreement presently in effect with respect to or binding upon the City.
The Agreement and this Consent are valid and binding obligations of the City of Aurora,
Colorado acting by and through its Utility Enterprise and enforceable according to their terms
except as such enforcement may be limited by bankruptcy, insolvency or other laws affecting
creditors' rights generally, and by the exercise of the sovereign police power of the State of
Colorado.
9. The City hereby further warrants and represents that as of the date hereof the
Agreement is in full force and effect and has not been amended, supplemented, or modified, and
that the Owner has fulfilled all of its obligations under the Agreement and that there are no
breaches or unsatisfied conditions presently existing that would allow the City to terminate the
Agreement, and that the Agreement constitutes the only agreement between the City and the
Owner with respect to the matters described therein.
10. All notices required or permitted pursuant to this Consent shall be given in the
manner set forth in Paragraph 34. of the Agreement. Notices to the Administrative Agent will be
sent as follows:
Credit Suisse First Boston
New York Branch
Attention:Portfolio Management
11 Madison Avenue
New York,NY 10010-3629.
15
05.09 01 14.02
MAY-09-2001 13:05 A' 'RN.OSTRANOERBAINGE55 J03 779 3662 P.10/22
11. This Consent shall be binding upon and inure to the benefit of the City, the
Owner, the Banks and their permitted respective successors, transferees and assigns (including,
without limitation, any entity that refinances all or any portion of the obligations under the Credit
Agreement (it being understood, however, that nothing in this Paragraph 11. shall limit the
obligations of Owner or Calpine Corporation, a Delaware Corporation,pursuant to Paragraph 28.
of the Agreement).
12. This Consent may be executed in one or more duplicate counterparts by the
parties listed below,but they all(than constitute a single binding agreement
13. The provisions contained in this Consent shall not be amended except through a
written agreement that is signed by all the parties.
14. This Consent shall be governed by the laws of the State of Colorado, provided
that such laws are not otherwise preempted by federal laws and regulations.
15. If any date or any action under this Consent falls on a Saturday, Sunday, or a date
that is a "holiday" as such term is defined by Rule 6. of the Colorado Rules of Civil Procedure,
then the relevant date shall be extended automatically until the next business day.
16. This writing constitutes the entire agreement between the parties and supersedes
all prior written or oral agreements, negotiations, representation, and understanding of the parties
with respect to the subject matter contained herein. None of the parties has relied upon any fact
or representation not expressly set forth herein.
17. The parties agree that this Consent may be enforced in law or equity for specific
performance, injunctive, or other appropriate relief, including damages, as may be available
according to the laws of the state of Colorado. It is specifically understood, that by executing
this Consent, each party commits itself to perform pursuant to the terms hereof, that any breach
hereof resulting in any recoverable damages shall not thereby cause the termination of any
obligations created by this Consent unless such termination is requested by the party not in
breach thereof.
18. venue for the trial of any action arising out of any dispute hereunder shall be in
the District Court, in and for the County of Arapahoe, Colorado.
19. In the event of any litigation, mediation, arbitration or other dispute resolution
process arising out of or relating to this Agreement each party agrees to be responsible for its
own attorneys' and other professional fees, cost and expenses associated with any such
proceedings.
20. The parties agree that any and all obligations of City under this Consent are the
sole obligations of the City of Aurora acting by and through the City of Aurora Utility
Enterprise, and as such, shall not constitute a general obligation or other indebtedness of the City
of Aurora or a multiple fiscal year direct or indirect debt or other financial obligation whatsoever
of the City of Aurora within the meaning of any constitutional, statutory, or charter limitation.
16 ^
..,elm"'
05 09 n1 11:0.3 %29-' .� :� .' ' LL
-II pls, J._
MAY-09-2001 13:06 C' -AN.USTRRNDER&DINGESS 303 779 3662 P.19/22
The City represents that the City of Aurora acting by and through the City of Aurora Utility
Enterprise currently holds title to all of the assets necessary for the delivery of reclaimed
wastewater as contemplated in the Agreement. The parties also agree that, in the event of an
award of damages against the City or the City of Aurora Utility Enterprise the Owner and
Administrative Agent shall not have any recourse against any of the properties or revenues of the
City of Aurora, except that in order to satisfy any non-appealable judgment against Aurora, the
Owner and Administrative Agent shall have recourse against the net revenues of the Aurora
Water System that are available therefor in the City of Aurora Utility Enterprise Water Fund, or
any successor enterprise find, after payment of all expenses related to the operation and
maintenance and periodic payments on bonds, loans and other financial obligations of said
Aurora Water System. The provisions of this paragraph are not intended to modify or limit
Calpine Corporation's right to seek other relief as set forth in Paragraph 20. of the Agreement or
the parties right to enforce this Consent against the City of Aurora Utility Enterprise or any other
entity holding title to the assets necessary to the performance of the Agreement at the time of a
breach.
21. The parties hereto with each having the advice of legal counsel and equal
opportunity to contribute to its contents drafted this Consent jointly.
22- Each paragraph of this Consent is intertwined with the others and is not severable
unless by mutual consent of all the parties.
23. The Administrative Agent acknowledges and agrees that, except as specifically
provided herein, nothing in this Consent, and no transfer or assignment of the Agreement
pursuant hereto, shall result in any expansion or enlargement of any of the obligations of the City
under the Agreement.
24. If any portion of this Consent is held invalid or unenforceable by any reason by a
court of competent jurisdiction as to any party or all parties, the entire Consent will terminate,
provided, that the parties agree to attempt to enter into a replacement consent containing terms
that do not violate the law in question (and the parties shall meet and confer in good faith in
order to prepare and finalize such replacement consent).
•
17
05 09 01 11:0:5 Zi"0 • , !11020 '1- .
MAY-09-2001 1306 DI' '9N.DSTRANDERSDINGESS a3 779 3662 P.2022
IN WITNESS WHEREOF,the undersigned parties have caused this Consent to
be executed as of the day and year first written above.
CITY OF AURORA, COLORADO,
ACTING BY AND THROUGH ITS
ATTEST: UTILITY ENTERPRISE
PAUL E.TRUER,Mayor
LISA M.HUDSON,
Acting City Clerk
APPROVED AS TO FORM FOR SEAL
AURORA:
CREDIT SUISSE FIRST BOSTON,
New York Branch, as Administrative Agent
JOHN M. DINGESS,ESQ. for Banks
Special Counsel
By:
ROCKY MOUNTAIN ENEGRY CENTER, Name:
LLC, A DELAWARE LLC Title:
By:
Name:
By: Title:
Name:
Title: SEAL
SEAL
18
OS 09 n 14.m4 $0 r.,3c__
t9AY-09-2001 13:06 DU 1N.OSTRANDERBDINGESS 13 779 3662 P.21/22
EXHIBIT III
Opinion of the City Attorney for the City of Aurora,Colorado
Credit Suisse First Boston
Acting Through its New York Branch, as Lead Arranger and Administrative Agent
Attn: Portfolio Management
11 Madison Avenue
New York,NY 0010-3629
Dear Sirs:
This opinion is furnished to you in connection with the Agreement For Lease Of
Reclaimed Wastewater between the City of Aurora, Colorado, acting by and through its
Utility Enterprise ("City") and Calpine Corporation, a Delaware corporation, dated
2001 ("Agreement"), and that certain Consent to Assignment between yourself,
Rocky Mountain Energy Center, LLC, a Delaware LLC, and the City dated
200_ ("Consent").
This office is general counsel to the City of' Aurora, Colorado including its
activities by and through its Utility Enterprise. In that capacity we have reviewed the
Agreement and the Consent. We have also made such examination of law and have
examined other materials, as we have deemed necessary for the purposes of this opinion.
Based on the foregoing,we are of the opinion that:
1. The City of Aurora is a home-rule municipal corporation of the counties
of Adams, Arapahoe, and Douglas, Colorado. Both the City of Aurora, and its Utility
Enterprise are duly organized, validly existing and in good standing under the laws of the
State of Colorado and are qualified to do municipal business transactions in the State.
Further, the City of Aurora, acting by and through its Utility Enterprise, has the power
and authority to enter into the Agreement and the Consent and to perform its obligations
thereunder.
2. To the extent necessary to execute and deliver the Agreement and the
Assignment, the City has taken all necessary actions and the Agreement and the Consent
do not require any further approvals by the City.
3. The Agreement and the Consent are valid and binding obligations of the
City of Aurora, Colorado acting by and through its Utility Enterprise and enforceable
according to their terms except as such enforcement may be limited by bankruptcy,
insolvency or other laws affecting creditors' rights generally, and by the exercise of the
sovereign police power of the State of Colorado.
19
05 Q5 V;. L4. 4
MAY-09-2001 13:07 DI AN,0STRANDERBD[NGESS 03 779 3662 P.22/22
4. The execution and delivery of the Agreement and the Consent do not
conflict or contravene the Aurora City Charter or its ordinances. The Consent is
consistent with the provisions of the Agreement.
We are members of the bar of Colorado and we do not purport to be experts on or
to express any opinion on any laws other than the Constitution and laws of the State of
Colorado and the Charter and ordinances of the City of Aurora as in effect on the date
hereof.
The foregoing opinion is being delivered solely to the addressee hereof and to the
banks that may become parties to the Credit Agreement and may not be relied upon by
any other person without our written consent.
Yours truly,
Office of the Aurora City Attorney
20
TrtTnl C 1't
Appendix F
Letters of Commitment
(Power Plant Site)
DEN;TG319i011340007.DOC
NITER
p UNITED POWER,INC.
P.O.Box 92s, Brighton, CO 80601 • Telephones 303-659-055 • 1-800.468.8809
Fex:803.659-2772 • hitp://www.unitodpoweecom
May 9, 2001
Mr. David D. Perkins
Director,Project Development
Rocky Mountain Energy Center, LLC
6700 Koll Center Parkway, Suite 200
Pleasanton, CA 94566
Dear Mr. Perkins:
We have reviewed the capacity of the lines and equipment serving the location of your planned
substation on Weld County Road 49. Our wire size and system capacity, at present, is sufficient
to serve your needs of a 1200 amp 277/480 volt construction service.
The addition of other loads such as new housing developments in the area may require that we
rebuild our lines or add more lines in the future. We will respond to this need as, and if, it
develops.
Sincerely,
UNITED POWER,INC.
eg
Rich Gonzales
1-76 District Representative
RG:vm
A Touchstone Energy' Farmer 0at
2'd EbL'0N DHI 63M0d 031INf1 WH90:TT 1002'6 'AUW
.11 :u.i; R: ti inz / • ni �a.
Received Fax: 5 / 3 / 2001 09 : 06 F x t. or •-
MAY-03-01 00: 50 FROM:U S WEST ID:070350298G PAGE 1/1
rzaao Nola county Ha 56
Greeley,CO 80634
Danny G. Goodwine Q w e s t'"c-
Engineering Department
Qwest Communications
12680 Weld County Rd 58
Greeley, Colorado 80634
May 3, 2001
Dave Perkens
Calpine Corporation
Suite 200
6700 Koll Center Parkway
Pleasanton, California 94566
Fax (303) 707-1894
RE: Rocky Mountain Energy Center Project
Weld County, Colorado.
Dear Mr. Perkins
Qwest will provide service to your planned power generation facility and its related well
field site. One of these will be located in Section 31, Township 2 North, and Range 64
West in Weld County Colorado. The other will be located in Section 7, Township 5
North, and Range 64 West in Weld County, Colorado.
Provisioning of the service will be in accordance with tariffs on file with the Colorado
Public Utilities Commission.
Please feel free to contact me if there are any questions or if I can provide any assistance
please contact me on 970 350-2951.
Very truly yours,
Apee..,,-0,-c_
Danny Goodwine
Capacity Provisioning Field Engineer.
USA
Q
Appendix G
Letters of Commitment
(Wellfield)
DE WTG319i 011340007.DOG
ltRrft �l .. 1t1I,- #"dK114,r^f>lt�Fr,�.: 3±! ' •
MAY 10 2001 12 : 48 FR XCEL ENERGY 970 395 1224 TO 513037071894 P . 01 /01
XcelEnergy Greeley Operations
PUBLIC SERVICE COMPANY 1500 eth Avenue
Greeley,Colorado 80631
May 10, 2001
•
Calpine
Western Region Office
David D. Perkins
6700 Koll Center Parkway
Suite 200
Pleabanton, California 94566
Subject: Service Availability
Dear David:
In accordance with our tariffs filed with and approved by the Colorado Public Utilities Commission,
electric facilities can be made available to serve your project at Section 7,T5N,R64W of the 6th PM.,
Weld County,Colorado.
Currently our lead time for design is 6 weeks and lead time for construction is 12 weeks. Due to
workload,material availability and design complexity, design and construction lead times are
approximate and subject to change. Please submit your plans at the earliest opportunity to better assure
meeting your proposed schedule for receiving service_
ElectricCosts for the project will be calculated in conformance with our filed SERVICE CONNECTION
AND DISTRIBUTION LINE EXTENSION POLICY.
If you have any questions or comments, or if 1 can be of further assistance,please call me at the number
listed below, My normal work hours are 7:30 a.m. to 4:00 p.m., Monday through Friday.
Sincerely
Terry E Stencel
Planner
(970)395-1207
Xcel Energy
Post-it•Fax Note 7671 Date S/lD 7 IPBB 5�
To Dc otr7 C /fe:•u Prom 7 ,.S7 rc.
Co./Depl. �`P / Co. XCe/
Phone"..25-_600_
�GOO- 2006 Phone M .-y� +��S 2
Fax x303- V /Fog Fax II 920 /?..W
** TOTAL PAGE . 01 **
t1Ai-03-di 06: 50 FROPI: U 3 Wr.di Id:ycd3odbob PAL;G L/ L
¢eao wets county HO 58
no
""i
1 se
Danny G. Goodwine Q w e S t ' a-
Engineering Department
Qwest Communications
12680 Weld County Rd 58
Greeley, Colorado 80634
May 3, 2001
Dave Perkens
Calpine Corporation
Suite 200
6700 Koll Center Parkway
Pleasanton, California 94566
Fax (303) 707-1894
RE: Rocky Mountain Energy Center Project
Weld County, Colorado.
Dear Mr. Perkins
Qwest will provide service to your planned power generation facility and its related well
field site. One of these will be located in Section 31, Township 2 North, and Range 64
West in Weld County Colorado. The other will be located in Section 7, Township 5
North, and Range 64 West in Weld County, Colorado.
Provisioning of the service will be in accordance with tariffs on file with the Colorado
Public Utilities Commission.
Please feel free to contact me if there are any questions or if I can provide any assistance
please contact me on 970 350-2951.
Very truly yours,
0207
Danny Goodwine
Capacity Provisioning Field Engineer.
USA
Ci95)
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