HomeMy WebLinkAbout730870 EXHIBIT A
MEMORANDUM OF AGREEMENT
This Memorandum of Agreement is between Weld
County, Colorado, party of the first part (hereinafter re-
ferred to as the "County") and Public Service Company of
Colorado, a Colorado corporation , party of the second part
(hereinafter referred to as the "Company") .
1. Preliminary Statement. Among the matters of
mutual inducement which have resulted in the execution of
this Agreement are the following:
(a) The County is a political subdivision
of the State of Colorado authorized and empowered by
the provisions of Colorado Revised Statutes Sections
36-24-1 to 36-24-23, as amended, inclusive (the "Act") ,
to issue revenue bonds for the purpose of defraying
the cost of financing one or more projects and to en-
ter into a financing agreement (as defined in the Act ,
hereinafter referred to as the "Financing Agreement")
with respect to such project , upon such terms and con-
ditions as the Board of County Commissioners may deem
advisable.
(b) In order to reduce , abate and prevent
air and water pollution , the County proposes to fi-
nance at the Company ' s Fort St. Vrain Nuclear Generating
Station located in the County structures , equipment, im-
provements and other facilities useful for the purpose
of reducing, abating and preventing air and water pollu-
tion (the "Project" or the "Pollution Control Facilities"
which Pollution Control Facilities are further described
on Schedule One hereto attached) .
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(c) It is deemed necessary and advisable for
the reduction, abatement and prevention of air and water
pollution and the promotion of the general health and
welfare of the inhabitants of the County that the Project
be completed at the earliest practicable date .
(d) Representatives of the County have indi-
cated the willingness of the County to proceed with and
effect such financing in order to assist the Company to
reduce, abate and prevent air and water pollution within
the County and have advised the Company that subject to
due compliance with all requirements of law and the ob-
taining of all necesssary consents and approvals and to
the happening of all acts , conditions and things required
precedent to such financing , the County by virtue of the
Act will issue and sell its Pollution Control Revenue Bonds
(Public Service Company of Colorado Project) (hereinafter
referred to as the "Bonds") in an amount not exceeding
$5 ,000 ,000 to pay the costs of the Project.
(e) The County considers that the financing of
the Project and the entering into of the Financing Agree-
ment with the Company with respect to such Project will be
consistent with the objectives of the Act , will promote
the reduction, abatement and prevention of air and water
pollution, may moderate increases in the Company' s cost
of capital and hence its rates for utility service and
will thereby promote the general health and welfare of
the inhabitants of the County.
2 . Undertakings on the Part of the County. Subject
to the conditions above stated, the County agrees as follows :
(a) That it will authorize or cause to be
authorized the issuance and sale of an issue of the
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Bonds pursuant to the terms of the Act in an aggregate
principal amount of not to exceed $5 ,000 ,000 .
(b) That it will adopt or cause to be adopted
such proceedings and authorize the execution of such
documents as may be necessary or advisable for the au-
thorization, issuance and sale of the Bonds , the financ-
ing of the Project and the execution of the Financing
Agreement with the Company with respect to the Project,
all as shall be authorized by law and mutually satisfac-
tory to the County and the Company.
(c) That the aggregate sums payable under the
Financing Agreement shall be sufficient to pay the prin-
cipal of and interest and redemption premium, if any, on
the Bonds, all trustee 's and paying agent 's fees and any
expenses of the County in connection with the Bonds as
and when the same shall become due and payable .
(d) That it will take or cause to be taken
such other acts and adopt such further proceedings as
may be required to implement the aforesaid undertakings
or as it may deem appropriate in pursuance thereof.
(e) In authorizing the issuance of the Bonds
pursuant to this Agreement, the County will make no war-
ranty, either express or implied, that the proceeds of
the Bonds will be sufficient to pay all costs of the
Project.
(f) The Bonds shall specifically provide that
they shall be payable solely out of the revenues derived
from the financing of the Project, that they shall never
constitute the debt or indebtedness of the County within
the meaning of any provision or limitation of the Consti-
tution or statutes of the State of Colorado and that they
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shall not constitute nor give rise to a pecuniary lia-
bility of the County or a charge against its general
credit or taxing powers .
(g) Nothing herein shall be deemed to prevent
the County from delegating to any other Colorado county
or municipality, or its officers or employees , authority
to act on behalf of the County in the financing of the
Project pursuant to Article 2 , Chapter 88 , Colorado Re-
vised Statutes 1963, as supplemented by Section 36-24-4 (2)
of the Act.
3. Undertakings on the Part of the Company. Subject
to the conditions above stated, the Company agrees as follows :
(a) That it will enter into such further con-
tract or contracts as may be necessary for the acquisi-
tion, construction and equipment of the Project.
(b) That contemporaneously with the delivery
of the Bonds it will enter into the Financing Agreement
with the County under the terms of which the Company will
obligate itself to complete the acquisition, construction
and equipment of the Project and to pay to the County sums
sufficient in the aggregate to pay the principal of and
interest and redemption premium, if any, on the Bonds, all
trustee 's and paying agent 's fees and any expenses of the
County in connection with the Bonds as and when the same
shall become due and payable , such agreement to contain
such other provisions as may be required by law and such
other provisions as shall be mutually acceptable to the
County and the Company.
(c) That it will take such further action and
adopt such further proceedings as may be required to
implement its aforesaid undertakings or as it may deem
appropriate in pursuance thereof.
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4 . General Provisions .
(a) All commitments of the County under
Paragraph 2 hereof and of the Company under Paragraph
3 hereof are subject to the conditions that on or be-
fore one year from the date hereof (or such other date
as shall be mutually satisfactory to the County and the
Company) the County and the Company shall have agreed
to mutually acceptable terms for the Bonds and for the
sale and delivery thereof and mutually acceptable terms
and conditions of the Financing Agreement and the pro-
ceedings referred to in Paragraphs 2 and 3 hereof.
(b) If the events set forth in (a) of this
Paragraph do not take place within the time set forth
or any extension thereof and the Bonds in an amount of
not to exceed $5 ,000 ,000 are not sold within such
time , the Company agrees that it will reimburse the
County for all reasonable and necessary direct out-of-
pocket expenses which the County may incur at its
request arising from the execution of this Agreement
and the performance by the County of its obligations
hereunder and this Agreement shall thereupon terminate.
(c) All covenants and agreements herein con-
tained by or on behalf of the County and the Company
shall bind and inure to the benefit of the respective
successors and assigns of the County and the Company.
IN WITNESS WHEREOF, the parties hereto have entered
into this Agreement by their officers thereunto duly authorized
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as of the jiz( day of ,42:,,,,‘, , 1973 .
WELD COUNTY, COLORADO
BY2ifi Lt.,- Ay;,—C G��.�
Chairman o the Bo d
of County Commissioners
(SEAL)
Attest:
Cou�ntrClerk
7
Deputy County G,:rk PUBLIC SERVICE COMPANY OF COLORADO
By nil!'
Seni Vice President
(SEAL)
Attest :
A • f` . LA-rte k
Secretary
Received in Office of Clerk to the Board October 31 , 1973 .
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WELD COUNTY
SCHEDULE ONE
A radioactive gas waste system for the Company' s Fort
St. Vrain Nuclear Generating Station plant, including a low
activity inlet header, a high activity inlet header, radio-
active gas waste system filters, reactor plant exhaust filters,
exhaust blowers, vents, interlocking valves , a gas waste vacuum
tank, gas waste compressors, gas waste surge tanks , a liquid
drain tank, tank vent lines, reactor building ventilation ex-
haust, monitoring systems , and other related equipment.
A gaseous waste exhaust system for the Company' s
Fort St. Vrain Nuclear Generating Station plant, including
exhaust fans , filters , a reactor plant vent, vent monitors,
radiation alarms , and other related equipment.
A reactor building liquid waste system for the Com-
pany' s Fort St. Vrain Nuclear Generating Station plant, including
a cooling tower blowdown line , a radioactivity monitor, a sump
pump, a sump pump discharge line , radioactive liquid waste
system receivers, demineralizers and filters, and other re-
lated equipment and facilities .
A liquid effluent discharge path system for the Com-
pany' s Fort St. Vrain Nuclear Generating Station plant, including
a diversion box, sloughs , extension of Goosequill Ditch, stream
temperature recording instruments, miscellaneous turbine plant
drains , an oil separator, a continuous sampling system, a coldside
blowdown connection on the cooling tower blowdown line, two lined
evaporation ponds and plant demineralizers, and other related
equipment and facilities .
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A sanitary sewage system for the Company 's Fort
St. Vrain Nuclear Generating Station plant, including drains,
a package aeration sewage treatment plant, a polishing oxi-
dation pond, and other related equipment and facilities .
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