form of_fremont psc - appendices only

8/6/2019 Form Of_Fremont PSC - Appendices Only

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FORM OF POWER SALES CONTRACT (DATED MARCH 14, 2011)

1

2

APPENDICES3

4TO5

6

AMP FREMONT ENERGY CENTER7

8

POWER SALES CONTRACT9

10


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3

4

5

6

7

8

9

10

APPENDIX A11

12

SCHEDULE OF PARTICIPANTS AND PSCR SHARES1314

15

16

17


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APPENDIX A

SCHEDULE OF PARTICIPANTS AND SHARES

Page 1

1

MUNICIPAL

SERVICE GROUP PSCR SHARE

(kW)

PSCR SHARE

%Amherst NEASG 6245

Arcadia NCASG 344

Arcanum WASG 1157

Beach City NEASG 578

Bedford VASG 20068

Berlin PASG 1739

Blakely PASG 2903

Bloomdale NCASG 511

Bowling Green NWASG 8926

Bradner NWASG 232

Brewster NEASG 3568

Bryan NCASG 12058

Carey NCASG 4745

Catawissa PASG 398

Celina WASG 13019

Cleveland NASG 82688

Clyde NCASG 15503

Coldwater MASG 8547

Columbiana NEASG 4748

Columbus CASG 75469

Custar NWASG 187

Cuyahoga Falls NEASG 26256

Cygnet NCASG 357Danville VASG 68612

Deshler NCASG 1236

Dover NCASG 19625

Duncannon PASG 605

East Conemaugh PASG 562

Edgerton NWASG 1424

Eldorado WASG 370

Ellwood City PASG 5230

Elmore NWASG 831

Ephrata PASG 13445

Front Royal VASG 19172

Galion NEASG 4723Genoa NWASG 1049

Girard PASG 3241

Glouster CASG 1188

Goldsboro PASG 685

Grafton NEASG 1549

Greenwich NCASG 1246

Grove City PASG 1800


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APPENDIX A


Page 2

MUNICIPAL


(kW)

PSCR SHARE

%

Haskins NWASG 707Hatfield PASG 1141

Hillsdale MASG 3606

Holiday City NWASG 1384

Hooversville PASG 340

Hubbard NEASG 4467

Hudson NEASG 11250

Jackson CASG 9218

Jackson Center WASG 941

Kutztown PASG 3754

Lakeview WASG 808

Lansdale PASG 6689

Lebanon SWASG 34447Lehighton PASG 2180

Lewisberry PASG 249

Lodi NEASG 2000

Lucas NEASG 227

Marshall MASG 968

Martinsville VASG 11114

Mendon WASG 413

Middletown PASG 6902

Mifflinburg PASG 2178

Milan NEASG 759

Minster WASG 6718Monroeville NEASG 2231

Montpelier NWASG 3124

Napoleon NWASG 7549

New Bremen WASG 2378

New Knoxville NCASG 979

New Martinsville OASG 4302

New Wilmington PASG 1902

Newton Falls NEASG 2364

Niles NEASG 16364

Oak Harbor NWASG 1361

Oberlin NEASG 2678

Ohio City NCASG 474Orrville NCASG 20828

Painesville NASG 5188

Pemberville NWASG 277

Perkasie PASG 3210

Philippi OASG 3605

Pioneer NWASG 1647

Piqua WASG 9023


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APPENDIX A


Page 3

MUNICIPAL


(kW)

PSCR SHARE

%

Plymouth NCASG 1092Princeton OASG 1124

Prospect NEASG 879

Quakertown PASG 3570

Republic NCASG 220

Richlands VASG 6837

Royalton PASG 423

Saint Clair PASG 1024

Schuylkill Haven PASG 1964

Seville NEASG 6268

Shelby NEASG 7625

Shiloh NCASG 295

Smethport PASG 1274South Vienna NEASG 342

St. Clairsville NCASG 5018

St. Marys NCASG 14513

Summerhill PASG 274

Sycamore NCASG 392

Tipp City WASG 8834

Union City MASG 772

Versailles WASG 4123

Wadsworth NEASG 14678

Wampum PASG 486

Wapakoneta NCASG 13075Watsontown PASG 717

Waynesfield WASG 468

Weatherly PASG 1000

Wellington NEASG 3570

Westerville CASG 57035

Wharton PASG 311

Williamstown OASG 4674

Woodsfield NCASG 2127

Woodville NWASG 800

Yellow Springs WASG 1648

Zelienople PASG 3276

Total kW / % 809,511 100%

Total Participants

1234


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1

2

3

4

5

6

7

8

9

APPENDIX B10

11

RATE SCHEDULE12

1314

15161718192021


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APPENDIX B

RATE SCHEDULE

Page 1

[PLEASE SEE CONSULTING ENGINEERS REPORT FOR COST ESTIMATES.]12

AMERICAN MUNICIPAL POWER, INC.3FREMONT ENERGY CENTER4

5SCHEDULE 16

78

EFFECTIVE __________9101112

PROJECT RATE SCHEDULE13

POWER SALES CONTRACT RESOURCES14DEMAND (CAPACITY) AND ENERGY CHARGES15

161718

1. Applicability and Availability. This rate schedule is solely applicable to and available for the19

Participants under the terms and conditions of the Power Sales Contract.20

2. Billing Demand. The Billing Demand in each billing period shall be the allocation of Power Sales21

Contract Resources (PSCR) in percentage (%) assigned to the Participants as set forth opposite22

their names in Appendix A.23

3. Billing Energy. The Billing Energy in each billing period shall be the respective Participants24

scheduled reservation of PSCR energy in kilowatt-hours (kWh) at the Delivery Point.25

4. Rates and Charges. The charges for each billing period shall be determined as follows:26

a) Base Charges. Charges for the period shall include a Base Demand Charge and a Base27

Energy Charge as adopted from time to time in accordance with this Power Sales Contract.28

(i) Base Demand Charge for each billing period shall be $_______________] per kW29

of Billing Demand.30


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APPENDIX B

RATE SCHEDULE

Page 2

(ii) Base Energy Charge for each billing period shall be $_______________] per kWh1

for all Billing Energy.2

b) Service Fee. In addition to the Base Charges and Supplemental Transmission Service3

Charges, each Participant shall also pay the Service Fee.4

5. Supplemental Transmission Service Charges. All charges with respect to Supplemental5

Transmission Service, including any and all (i) related RTO, including but not limited to6

congestion, etc., (ii) distribution charges, (iii) losses, (iv) state and local taxes associated with the7

sale or delivery of Power Sales Contract Resources, and (v) any other charges, including those8

specified in Section 10 of the Contract, required to deliver power and energy to or on behalf of a9

Participant from the Point of Delivery to such Participants Secondary Point of Delivery shall be10

billed separately to each Participant hereunder.11

6. Power Cost Adjustment. AMP shall apply Power Cost Adjustment (PCA) factors during each12

billing period as charges or credits on the respective Participants monthly invoice. Such PCA13

factors shall be determined for each billing period on the basis of the difference between the base14

costs of AMPs PSCR and actual costs incurred with respect to such PSCR. If an unanticipated15

rate change applicable to any PSCR becomes effective during any such billing period, the PCA for16

such period may be modified to reflect such rate change. Adjustments for variances in demand17

related costs and energy related costs shall be accounted for separately using Demand Cost Factor18

(DCF) and Energy Cost Factor (ECF).19

a) Demand Related Costs. Demand related costs variance shall be computed for each billing20

period as the difference between AMPs base and actual fixed cost portion of Revenue21


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APPENDIX B

RATE SCHEDULE

Page 3

Requirements. The resulting DCF factor for the billing period shall be calculated, to the1

nearest $0.001 per kilowatt, using the following formula:2

DCF = DRC - _______________ (Base Demand Charge)3

MBD4

Where:5

DRC The total of all includable demand related costs for the billing period.6

7

The costs includable in the Base Demand Charge and for the DRC for the8

current period are the fixed costs portion of Revenue Requirements for such9

period.10

MBD The Monthly Billing Demand is the total kilowatt (kW) Billing Demand of the11

Participants for the period.12

b) Energy Related Costs. Energy-related cost variance shall be computed for each billing13

period as the difference between AMPs base and actual variable cost portion of Revenue14

Requirements. The resulting ECF factor for the billing period shall be calculated, to the15

nearest $0.000001 (0.001 mill) per kilowatt-hour, using the following formula:16

ECF = ERC - _______________ (Base Energy Charge)17

MBE18

Where:19

ERC The total of all includable energy related costs for the billing period.20

The costs includable in the Base ERC and the ERC for the current billing period are21

the variable costs portion of Revenue Requirements for such period.22


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APPENDIX B

RATE SCHEDULE

Page 4

MBE The Monthly Billing Energy is the total kilowatt-hour (kWh) Billing Energy of the1

Participants in the period.2

c) Insofar as AMP is unable to use actual cost data and must rely on estimated costs, any3

dollar difference between actual and estimated costs shall be appropriately reflected in the4

calculation of the DCF and ECF factors in the next billing period.5

d) The allocation of Revenue Requirements between fixed and variable shall be determined in6

accordance with a methodology developed by AMP and approved by the Participants7

Committee.8

7. Late Payment Charge will be assessed as set forth in Section 5 of this Contract.9

8. Billing Period. The Billing Period shall be in accordance with Section 5 of this Contract.10

Effective:11

12


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APPENDIX B

RATE SCHEDULE

Page 5


3

SCHEDULE 245

REGIONAL TRANSMISSION ORGANIZATION CHARGES6INCLUDED IN PROJECT RATE7

8

Charges Included in the Project Rate9

All charges listed below are for delivery at the AMP Fremont Energy Center interconnection with the10

ATSI (PJM) Transmission System.11

1. Reactive Supply and Voltage Control from Generation Sources Charges for MISO or PJM, as12applicable, associated with Project generation.13

2. Operating Reserves (PJM) or Revenue Sufficiency Guarantee Charges (MISO) (Day-Ahead14and Real-Time) associated with Project generation.15

3. Meter Correction Charges associated with Project generation.16


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APPENDIX B

RATE SCHEDULE

Page 6


3

SCHEDULE 345

BUY-OUT CHARGES6PURSUANT TO SECTION 5 (K)7

8

9

[TO COME]10

11


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APPENDIX B

RATE SCHEDULE

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2

3

4

5

6

SAMPLE MONTHLY INVOICE7

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10

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APPENDIX B

SAMPLE INVOICE

RATE SCHEDULE

Page 8

1

SAMPLE MONTHLY INVOICE CALCULATION


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12345

6789

APPENDIX C10

11

POINT OF DELIVERY12

AND13

SECONDARY POINTS OF DELIVERY14

15

16

1718192021


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APPENDIX C

POINT OF DELIVERY AND

SECONDARY POINTS OF DELIVERY

Page 1

Point of Delivery12

34

Pursuant to this Power Sales Contract, the Point of Delivery for the AMP Fremont Energy Center is at the5

projects ATSI Interconnection and for Replacement Power at the point or points at which capacity or6

energy is first made available hereunder at the Project Rate.7

8


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APPENDIX C

POINT OF DELIVERY AND

SECONDARY POINTS OF DELIVERY

Page 2

As used in this Appendix, ATSI means American Transmission Systems, Inc. the transmission owning1

affiliate of FirstEnergy that is in MISO (soon PJM), AEP means American Electric Power and its2affiliates, DAY means DPL, Inc. and its affiliates, METC means Michigan Electric Transmission3

Company and ITC means International Transmission Company, APS means Allegheny Power Systems,4

PENELEC means the Pennsylvania Electric Company a transmission owning affiliate of FirstEnergy that5

is in PJM, PPL means the Pennsylvania Power and Light Company and METED means the Metropolitan6

Edison Company a transmission owning affiliate of FirstEnergy that is in PJM,. Title to the energy7

delivered hereunder shall pass to each Participant at the Delivery Point.8

9

10

Participant RTO/Zone

Delivery

Point

Secondary Delivery

Point (LMP)

Secondary Delivery

Point Voltage

(1) (2) (3) (4) (5)

[TO COME] [TO COME] Project Bus [??] [TO COME] [TO COME]

11(1) Participants as defined in the Power Sales Contract.12

(2) Transmission Service Provider (Regional Transmission Organization) and Transmission Owner zone within13which the participant is located.14

(3) Point of Delivery for physical delivery of the Project output is the Fremont Energy Center connection to the15ATSI Transmission System. Point of Delivery for Replacement Power will be that point or points where16such power is to be delivered to or for the account of AMP.17

(4) Secondary Points of Delivery, Locational Marginal Price Point to which the power is ultimately delivered, as18defined in the Power Sales Contract.19

(5) The Delivery Voltage at which the municipal system interconnects with the RTO/Zone.20


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1

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3

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5

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APPENDIX D7

8


10

PROJECT DESCRIPTION11

12

1314


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APPENDIX D

PROJECT DESCRIPTION

Page 1

123

AMP Fremont Energy Center is a natural gas fired combined cycle power generation plant located in the4

City of Fremont, Sandusky County, Ohio in the MISO (soon to be PJM) transmission area. The plant has5

a total capacity of a nominal 540 MW (unfired), nominal 700 MW (fired), consisting of two Siemens6

Westinghouse 501FD2 combustion turbines (CTGs); 2 Nooter-Eriksen heat recovery steam generators7

(HRSGs) and 1 Siemens Westinghouse steam turbine (STG) and condenser, including the site and all8

related permits, licenses, easements and other real and personal property rights and interests, together with9

all additions, improvements, renewals and replacements to the electric generating facilities necessary to10

keep such facilities in good operating condition or to prevent a loss of revenues therefrom or as required11

by any governmental agency having jurisdiction. This Appendix D shall be amended to reflect any12

additions to or changes in the AMP Fremont Energy Center, authorized or undertaken in accordance with13

this Power Sales Contract or the Asset Purchase Agreement.14

1516


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APPENDIX E

DEVELOPMENT COSTS

1


DEVELOPMENT COSTS3

4

5

6

7

Development Cost through February 28, 20111

(approximate) $37,000,000

Estimated Developments Costs from March 1, 2011 through June 30, 2011 (approximate) $3,000,000

Total $40,000,000

8

9

1011

1 Includes a developmental fee of thirty-four million dollars ($34,000,000). As approved by the AMP Board, this amount willbe utilized to reduce a portion of the remaining cost obligations of the AMPGS Participants, pro rata their AMPGS PSCRShare, that are also Participants in the AMP Fremont Energy Center Project at reasonable levels.


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3

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APPENDIX F8

9

RELATED AGREEMENTS10

11

12

1314

1516


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APPENDIX F

RELATED AGREEMENTS

Page 1

[DRAFT TO COME]12

34

ASSET PURCHASE AGREEMENT (AVAILABLE UPON REQUEST)56

[MSCPA, MSCPA MEMBER, AMP AGREEMENT TO COME]789

101112


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17

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19

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APPENDIX G21

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TRUST INDENTURE23

24

2526

27

28


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APPENDIX G

TRUST INDENTURE

29

30[TO COME DRAFT AVAILABLE UPON REQUEST]31

[SEE DOC #4815-3806-8488]32333435

.36


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APPENDIX G

TRUST INDENTURE

1

[TO COME]12

3


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56

7

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APPENDIX H9

10

FORM OF LEGAL COUNSEL OPINION11

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13

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APPENDIX H

FORM OF LEGAL COUNSEL OPINION

Page 1

1[TO BE RECEIVED FROM COUNSEL TO EACH PARTICIPANT]2

3

4LETTERHEAD OF ATTORNEY FOR PARTICIPANT5

6[DATE]7

8American Municipal Power, Inc.9c/o John W. Bentine10General Counsel11Chester, Willcox & Saxbe LLP12Suite 10001365 East State Street14

Columbus, Ohio 432151516

Re: Legal Opinion Pertaining to AMP Fremont Energy Center1718

I am an attorney admitted to practice in the (State/Commonwealth) of _________________ and I19

have acted as counsel to the _______________ of ______________, _____(State/Commonwealth)_____20

(the Participant), which has entered into a Power Sales Contract (PSC) regarding the American21

Municipal Power Fremont Energy Center Project between American Municipal Power, Inc. (AMP) and22

the Participant and other members of AMP, and have acted as such in connection with the authorization,23

execution and delivery by the Participant of the PSC.24

In so acting, I have examined the following, to the extent necessary to render this opinion:25

(a)The PSC;26(b)The laws and constitution of the (State/Commonwealth) of ________________;27(c)Any relevant ordinance and/or charter provisions of the Participant; and28(d)Outstanding instruments relating to bonds, notes or other indebtedness of, or relating29

to, the Participants electric utility system.30

Based on such examination and having regard to applicable legal principles, I am in the opinion31that:32

1. The Participant is a duly created and validly existing pursuant to the Constitution and33laws of the (State/Commonwealth) of _________________.34

2. The Participant has full legal right and authority to enter into the PSC, to carry out its35obligations thereunder and to furnish electricity to its customers.36


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APPENDIX H


Page 2

3. The governing body which has the requisite authority to authorize an appropriate1officer of the Participant to execute and deliver the PSC in the name of, and on behalf2

of, the Participant is the _________________ of the _______________ of3

_______________, _____(State/Commonwealth) _____. The ________________ duly4

approved the PSC and authorized its execution and delivery on behalf of the Participant5

by legislative action duly and lawfully adopted at a meeting or meetings duly called6

and held pursuant to any necessary public notice at which any necessary quorums were7

present and acting throughout. Such legislative action has become effective.8

4. The PSC has been duly authorized, executed and delivered by the appropriate officers9of the Participant pursuant to legislative action authorizing or directing the same10

5. The Participant has full power and authority to fix, charge, collect and revise the rates11charged to its electric utility customers.12

6. The obligation of the Participant to make payments to AMP pursuant to the PSC is an13obligation of the Participants electric utility system payable as an operating expense14

(except to the extent, if any, set forth on Appendix K) and from the revenues thereof, as15

set forth in the PSC.16

7. The execution and delivery of the PSC by the Participant and the performance by the17Participant of its obligations thereunder do not contravene in any material respect any18

applicable resolution, ordinance or charter provision, or any order, injunction,19

judgment, decree, rule or regulation of any court or administrative agency having20

jurisdiction over the Participant or its property or, in any material respect, result in a21

breach or violation of any of the terms and provisions of, or constitute a default under,22

any bond ordinance, trust agreement, indenture, mortgage, deed of trust or other23

agreement to which the Participant is a party or by which it or its property is bound and24

relating to the Participants electric utility system.258. Except to the extent, if any, set forth on Appendix K, to the best of my knowledge after26

due inquiry, there is no litigation or other proceedings pending or threatened against27

the Participant in any court, regulatory agency or other tribunal of competent28

jurisdiction (either local, State or Federal) questioning the creation, organization or29


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APPENDIX H


Page 3

existence of the Participant or its municipal electric utility system or the validity,1

legality or enforceability of the PSC.2

With respect to the existence of (i) litigation, (ii) instruments relating to outstanding bonds, notes3

or other indebtedness, (iii) orders, injunctions, judgments, or decrees of any court or administrative4

agency having jurisdiction over the Participant or its property and (iv) bond ordinances, trust agreements,5

indentures, mortgages, deed of trusts or other agreements, in each case relating to the Participants electric6

utility system and for purposes of the opinions expressed in paragraphs 7 and 8 above, I have relied upon7

written representations of the appropriate officers of the Participant and/or the Utility Governing Body or8

the attached opinion of other counsel.9

Counsel to AMP may rely upon this opinion for purposes of their furnishing opinions respecting10

the validity of the PSC.11

12Very truly yours,13

141516

[For any questions or an electronic copy of this document, please contact17Barbara Johnson at 614-334-6144 or [email protected], or18

John Bentine at 614-334-6121 or [email protected].]1920


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1

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3

4

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6

7

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APPENDIX I9

10

SPECIAL PROVISIONS SCHEDULING AND DISPATCHING11

12

1314

15

16

17

18


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APPENDIX I

SPECIAL PROVISIONS SCHEDULING AND DISPATCHING

Page 1

1Unless otherwise agreed in accordance with Section 6 of the Contract, AMP shall act as the scheduling2

agent for each Participants PSCR Share and will ensure that day-ahead schedules are submitted in3accordance with the then effective RTO day-ahead scheduling requirements. If a Participant uses a4

scheduling agent other than AMP, the Participant must ensure that its scheduling agent submits the5

required day-ahead schedules to AMP at least one hour prior to the then effective RTO day-ahead6

scheduling deadline. As of June 1, 2011, the day-ahead RTO scheduling deadlines are: PJM 12:00 p.m.7

(Noon) Eastern Prevailing Time (EPT); MISO 11:00 a.m. Eastern Standard Time (EST).8

9

Project Participants will schedule their hourly PSCR Share from the Fremont LMP point.10

11

The Project Participant will be responsible for delivery of the power from the Fremont LMP point to its12

Secondary Point(s) of Delivery.13

14

As scheduling agent for the Participants PSCR Shares, AMP will ensure that the hour to hour total15

scheduled deliveries to the Participants respects the physical limitations of the Fremont Energy Center16

and the Power Sales Contract Resources as well as any limitations imposed under the Project Agreements,17

NERC reliability standards, the Regional Entity reliability standards, or the MISO and/or PJM RTO18

Tariffs or other currently effective operating rules or the rules of any successor organization(s). To the19

extent that the planned scheduled deliveries must be modified to accommodate any such limitation, AMP20

will adjust the Participants schedules that are not already at the maximum demand on a pro-rata basis.21

22

23

24


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APPENDIX J4

5

NOTICES6

7

8

9

10

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APPENDIX J

NOTICES

Page 1

For AMP:12

Marc S. Gerken, P.E.3

President / CEO4American Municipal Power, Inc.51111 Schrock Rd., Suite 10006Columbus, OH 432297Office: (614) 540-11118Fax: (614) 540-11139

10With a copy to:11

12John W. Bentine13General Counsel to American Municipal Power, Inc.14

Chester Willcox & Saxbe, LLP1565 East State St., Suite 100016Columbus, OH 4321517Office: (614) 334-612118Fax: (614) 221-401219

20If to Participant:21

22[TO COME]23

24


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3

4

5

6

7

8

APPENDIX K9

10

DISCLOSURES11

12

1314

15

16

17


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APPENDIX K

DISCLOSURES

Page 1

1

2

[ANY DISCLOSURES TO COME]3

4

5678


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6

7

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APPENDIX L9

10


12

PARTICIPANTS MEETINGS13AND14

PARTICIPANTS COMMITTEE REGULATIONS15

16

17

18

19

20


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APPENDIX L

AMP FREMONT ENERGY CENTER

PARTICIPANTS MEETINGS

AND

PARTICIPANTS COMMITTEE REGULATIONS

Page 1

1

ARTICLE I INTRODUCTION, INITIAL MEETING, VOTING2

Section One These Regulations govern both meetings of the Participants and meetings of the3

Participants Committee under the Power Sales Contract.4

Section Two AMP shall notice the first such meeting in accordance with Section 34(A) of the5

Contract.6

Section Three All action hereunder shall be by Weighted Vote as specified in Section 5 of Article7

IV. All actions shall be carried by a simple majority of the Weighted Vote unless8

otherwise specified in the Power Sales Contract or these Regulations.9

ARTICLE II DEFINITIONS10

Section One Unless otherwise indicated or supplemented herein, words and phrases used herein11

shall have the meanings specified in the Power Sales Contract.12

ARTICLE III MEMBERSHIP13

Section One Each Participant shall be entitled to have one (1) representative, with alternates, to14

be designated to AMP in writing, for purposes of exercising its rights and15

obligations in Participants meetings or, if elected to the Participants Committee,16

meetings of the Participants Committee.17

ARTICLE IV MEETINGS18

Section One At least annually, and at such other times as are approved by the Participants19

Committee or upon the written request of Participants having not less than ten20

percent (10%) of the weighted vote, all Participants shall meet to receive reports21

from the Participants Committee and AMP on the AMP Fremont Energy Center22

and other matters pertaining to the Power Sales Contract and to conduct other23

business.24


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APPENDIX L



AND


Page 2

Section Two Action items required to be submitted to all Participants between meetings, may be1

submitted by written instrument, in lieu of meeting, as determined by the2

Participants Committee.3

Section Three Special meetings of the Participants, other than the annual meeting, may be called4

by the Participants Committee Chairman or the Chairman of the AMP Board of5

Trustees.6

Section Four Written notice of meetings of the Participants, stating the time and place thereof,7

shall be mailed, and, at AMPs option via email or facsimile, to each Participant in8

a manner reasonably expected to accomplish receipt not less than ten (10) days9

before the date of such meeting. Such notice shall be deemed to have been10

perfected by deposit in the United States mail by first class mail addressed to the11

Participant at its address as it appears on Appendix J, at the time of the mailing of12

said notice. Participants may waive notice of any meeting.13

Section Five All Participant voting at meetings or upon actions submitted to Participants without14

meetings shall be determined by a Weighted Vote, with each Participant having a15

Weighted Vote in proportion to such Participants PSCR Share expressed as a16

percentage.17

Section Six Participants representing a majority of the Weighted Vote shall constitute a quorum18

for the transaction of business at any meeting of the Participants. Unless otherwise19

specified herein or in the Power Sales Contract, a majority Weighted Vote of the20

quorum may carry any matter at a meeting. Whether or not a quorum is present, a21

majority Weighted Vote of the voting Participants present at a meeting may22

adjourn such meeting.23

Section Seven The Participants Committee and the AMP Board of Trustees shall determine the24

agenda for meetings, which shall be included in the notice thereof. Such agenda25


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APPENDIX L



AND


Page 3

may be modified by the Participants, upon motion, at such meeting, as they deem1

appropriate.2

Section Eight Each Participant in good standing shall designate in writing one (1) representative3

and may also designate one (1) or more alternates. Each Participant, through its4

representative or alternate representative, shall be entitled its Weighted Vote on any5

matter coming before the Participants. A representative shall only be eligible to6

represent one (1) Participant.7

Section Nine A Participant in good standing is defined to mean a Participant who is not in default8

under the Power Sales Contract.9

ARTICLE V PARTICIPANTS COMMITTEE10

Section One The Participants Committee shall consist of not less than eight (8) Participants, or11

such other number as determined appropriate by the Participants from time to time12

prior to the elections pursuant to Section 3 of this Article V, representing not less13

than a majority of the total Weighted Vote and shall operate and have the duties14

and responsibilities set forth in these regulations and the Power Sales Contract and15

be elected as set forth herein.16

Section Two The terms of the members of the Participants Committee shall be for a period of17

three (3) years ending on November 1st three (3) years subsequent to the last regular18

election of its members.19

Section Three Vacancies on the Participants Committee may be filled by the remaining20

Committee members, until the next Participants meeting. At the next Participants21

meeting after such vacancy occurs, the same shall be filled, for the balance of22

whatever term remains, by election.23

Section Four AMPs General Counsel, unless otherwise determined by the AMP Board of24

Trustees, shall be responsible for ballot preparation, counting, and generally25

assuring the integrity of the election process.26


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ARTICLE VI PARTICIPANTS COMMITTEE MEETINGS1

Section One The Participants Committee shall meet in conjunction with the AMP Board of2

Trustees meetings unless otherwise determined by the Committee. The place of the3

meeting shall be the principal offices of AMP or at such other place as may be4

determined by the AMP Board of Trustees or the Chairman of the Participants5

Committee.6

Section Two A majority of the Weighted Vote of the Committee shall constitute a quorum for7

the transaction of business and, unless otherwise set forth herein or in the Power8

Sales Contract, action by the majority of the Weighted Vote of the Participants9

Committee present at a meeting at which a quorum is present shall be the act of the10

Committee. The Participants Committee shall keep minutes of its actions, and shall11

transmit a copy of either draft or final minutes to each Participant within thirty (30)12

days of its meetings.13

Section Three The President of AMP shall be an ex-officio member of the Participants Committee14

and shall be entitled to notice of all meetings and to participate therein, but shall15

not be entitled to vote nor be counted in determining a quorum.16

Section Four Notice of the time, place, and purpose of any meeting of the Participants17

Committee may be waived by majority of Weighted Vote of the Committee.18

Section Five The Participants Committee members, excluding ex-officio members, shall not19

receive any compensation for their services as committee members, but may, by20

resolution of the AMP Board of Trustees, be reimbursed for any necessary and21

proper expenses incurred in the performance of duties as members of the22

Committee.23

Section Six Actions required to be submitted to the Participants Committee may be submitted24

to the Committee members for approval by written instrument at the request of the25

Chairman.26


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ARTICLE VII - OFFICERS1

Section One The officers of the Participants Committee, elected or appointed as individuals,2

shall be the Chairman and a Vice-Chairman3

Section Two The Chairman and Vice-Chairman of the Participants Committee shall be elected4

from the representatives of the Participants on the Committee and shall serve for a5

period of one (1) year. Should the Chairman or Vice-Chairman be absent from6

three (3) consecutive meetings of the Committee, that officer shall forfeit such7

office unless such absences are excused by action of the Committee.8

Section Three The Chairman and Vice-Chairman of the Participants Committee shall be elected in9

that order at the first meeting of the Committee after November 1 of each year.10

Absent representatives may be nominated. Voting may be by secret ballot if so11

determined by the Committee. In order to qualify as elected, a candidate must12

receive a majority of the Weighted Vote for the office. If after tabulating the votes13

there is not a candidate receiving a majority, then the two (2) (or more should there14

be a tie) candidates receiving the highest number of votes shall be candidates in15

subsequent elections until a candidate receives a majority.16

Section Four The Chairman of the Participants Committee shall preside at all Committee17

meetings. In addition, he or she shall appoint the chairs and members of any sub-18

committees that may be established from time to time. The chairman of each such19

sub-committee shall be appointed as an individual. The Chairman shall also20

perform such other duties as may be directed and authorized by the Committee.21

Section Five The Vice-Chairman of the Participants Committee shall perform the duties of the22

Chairman in the event of the latters absence, resignation, inability or refusal to23

perform the duties of the office. The Vice-Chairman shall perform such other24

duties as authorized and as directed by the Committee.25

ARTICLE VIII AMENDMENTS TO REGULATIONS26


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Section One Amendments to the Regulations may be proposed by the Participants Committee or1

any four (4) Participants may submit a proposed amendment to the Committee in2

writing and such proposed amendment shall be presented to the Participants at the3

next meeting.4

Section Two Copies of proposed amendments shall be mailed, and at AMPs option via email or5

facsimile, to all Participants with the meeting notice. A Super Majority of the6

Participants must vote in favor of the amendment for passage.7


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1

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3

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APPENDIX M9

10

AMPGS REPLACEMENT11

AND12

OTHER POWER PURCHASE BUY-OUT SCHEDULE1314

15

16

17


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APPENDIX M

AMPGS REPLACEMENT AND OTHER POWER PURCHASE BUY-OUT SCHEDULE

1

[TO COME]2

34

5

6

ND: 4834-3801-1912, v. 137

form of_fremont psc - appendices only

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