(a) Definitions of words and phrases as used in the franchise agreement.

(b) Grant of an Electric Franchise. A grant of the exclusive right to acquire, construct, install, locate, maintain, operate and extend into, within and through the Town, all facilities reasonably necessary to furnish, sell and distribute electricity within the Town, subject to the Town’s police powers. The term of the franchise shall be thirty (30) years and may be extended an additional thirty (30) years upon written acceptance of both parties.

(c) Franchise Fee. The manner of assessment and amount of an appropriate franchise fee of three percent (3%) of all revenues received from the sale of electricity within the Town, to be paid to the Town in lieu of all occupancy, occupational and license taxes or similar taxes or assessments, except lawful taxes and fees imposed generally upon persons doing business within the Town.

(d) Administration of the Franchise. The designation of representatives of the Town and United Power; access to United Power’s plant, works and system; coordination of work within the Town; and examination of United Power’s records.

(e) Reports. Reports of United Power operations, including but not limited to annual reports and requested reports, as well as copies of tariffs and regulatory filings, are to be provided to the Town.

(f) Supply, Construction and Design. Electric energy is to be provided at the lowest reasonable costs consistent with long-term supply and reliability. United Power is responsible for obtaining appropriate permits for excavation and construction within Town streets and other utility rights-of-way, and for the restoration of municipal facilities. Relocation of United Power facilities in Town streets is at United Power’s cost. Extension of electric service to new areas is to be accomplished in accordance with United Power extension policies.

(g) Compliance. United Power recognizes the Town’s right and duty to adopt such provisions, ordinances and rules and regulations as may be deemed necessary by the Town, in the exercise of its police power, to protect the health, safety and welfare of its citizens and their properties.

(h) Underground Construction and Overhead Conversion. United Power will place all newly constructed electrical distribution lines underground unless otherwise approved by the Town. Overhead conversion of electrical lines and the funding thereof is subject to the provisions of the franchise agreement.

(i) Environment and Conservation. United Power shall strive to conduct its operations in a way that avoids adverse environmental impacts and promotes energy efficiency programs, renewable energy and renewable resource programs.

(j) Use of United Power Facilities. The Town shall be permitted to make use of United Power’s distribution facilities at no cost for the placement of Town equipment or facilities necessary to serve a legitimate police, fire, emergency, communications, public safety or traffic control purpose, subject to safety considerations. In addition, United Power shall grant to the Town the use of distribution and transmission rights-of-way for trails and open space consistent with the Colorado Parks and Open Space Act of 1984.

(k) Right of First Purchase/Use of United Power Assets. United Power grants to the Town the right of first purchase of any United Power assets proposed for sale that are located within the Town under a purchase process in the Franchise Agreement.

(l) Risk Allocation. United Power shall be responsible for all claims, demands, liens and all liability or damage of whatsoever kind on account of or arising from any direct act or material omission by United Power or its agents, excluding any of the same arising out of the Town’s negligence or willful misconduct. Town shall be responsible for all claims, demands, and all liability or damage arising from any direct act or material omission by the Town or its agents, excluding any of the same arising out of United Power’s negligence or willful misconduct. The Town in no way waives the notice requirements, defenses, immunities and limitations the Town may have under the Colorado Governmental Immunity Act (Section 24-10-101 et seq., C.R.S.).

(m) Transfer of Franchise. United Power shall not sell, transfer or assign the franchise or any rights under the franchise to another, without the prior approval of the Town. A transfer fee shall be charged for such transfer of the franchise.

(n) No Municipal Utility Service. Town agrees it will not engage in the electric utility business, unless no service is provided by United Power to the Town, its residents, or businesses. Town may pursue net metering of renewable resources or emergency back-up power generation during a power outage on Town-owned buildings, which are not used in the resale of electricity to any third party.

(o) Changing Conditions. Due to future changing conditions, United Power and Town agree to negotiate in good faith, regarding amendments to this franchise or separate mutually satisfactory arrangements to accommodate such developments.

(p) Uncontrollable Forces. United Power and Town agree that neither the Town nor United Power shall be in breach of the franchise agreement for a failure to perform any of the duties under the franchise due to certain defined uncontrollable forces or acts of God.

(q) Breach and Remedies. United Power and the Town agree as to the remedies available for breach of the franchise.

(r) United Power Operations. United Power will continue operations as a Colorado nonprofit operation and cooperative controlled by its members.

(s) Amendments. The franchise agreement may be amended only by an instrument in writing signed by United Power and the Town.

(t) Equal Opportunity. United Power agrees to comply with all federal, state and Town laws regarding employment, contracting and operating its business activities with a policy of nondiscrimination with people of all race, color, religion, national origin, gender, age, military status, sexual orientation, marital status, or physical or mental disability or any other protected status in accordance with all federal, state or local laws. United Power agrees to require all of its contractors to comply with all federal, state and Town laws regarding employment, contracting and operating its business activities with a policy of nondiscrimination with people of all race, color, religion, national origin, gender, age, military status, sexual orientation, marital status, or physical or mental disability or any other protected status in accordance with all federal, state or local laws.

(u) Immigration. United Power agrees that it will comply with all applicable federal, state and Town laws prohibiting the employment of or contracting with undocumented workers or illegal aliens and require all subcontractors to certify in writing to United Power that the subcontractor does not knowingly employ or contract with undocumented workers or illegal aliens.

(v) Miscellaneous. The Town and United Power agree to a dispute resolution procedure and that Colorado law will apply to the franchise agreement. (Ord. 1301 §3, 2018)