Appears in 2 contracts

Samples: Power Sales Contract, Power Sales Contract

Appears in 1 contract

Miscellaneous; Effective Date. (a) This resolution shall be and remain irrepealable until the expiration or termination of the Power Sales Contract in accordance with its terms. (b) All previous acts and resolutions in conflict with this resolution or any part hereof are hereby repealed to the extent of such conflict. (c) In case any provision in this resolution shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (d) This resolution shall take effect immediately upon its adoption and approval. ADOPTED AND APPROVED on this day of _, . [~~Participant~~PARTICIPANT] By ~~Attest~~ATTEST: [Secretary/Clerk/Recorder~~/Secretary~~] [SEAL] ~~State of~~ ANNEX A ANNEX B EXHIBIT IV FORM OF BRING DOWN CERTIFICATE OF THE PARTICIPANT STATE OF ) COUNTY OF «COUNTY» ) The undersigned hereby certify that they are the [Executive Officer] and [Clerk/Recorder/Secretary] of _ (the “Participant”), a member of Utah Associated Municipal Power Systems (“UAMPS”), and that as such they are authorized to execute this Certificate on behalf of the Participant and hereby certify as follows: 1. This certificate has been executed in connection with the issuance by UAMPS of its ~~Millard County~~ Carbon Free Power Project Revenue Bonds, Series (the “Bonds”), as more fully described in the Official Statement of UAMPS dated (the “Official Statement”) prepared in connection with the offering and sale of the Bonds. 2. Pursuant to Section ~~31(f~~902(e) of the ~~Millard County~~ Carbon Free Power Project Power Sales Contract, dated as of ~~December 1, 2024~~, between the Participant and UAMPS, in connection with the execution and delivery of the ~~Millard County~~ Carbon Free Power Project, the undersigned executed and delivered a certificate dated (the “Original Certificate”). The undersigned hereby reaffirm the statements made in the Original Certificate on and as of the date hereof. Capitalized terms used and not otherwise defined herein have the meanings assigned to them in the Original Certificate. 3. The undersigned have reviewed the statements and information relating to the Participant and its electric system contained in APPENDIX A to the Preliminary Official Statement and the Official Statement under the caption, “THE MAJOR PARTICIPANTS”, and such statements and information, as of the respective dates of the Preliminary Official Statement and the Official Statement and as of the date hereof, (a) were and are true and correct in all material respects and fairly and accurately present the financial and operating position of the System for the periods and as of the dates presented and (b) did not and do not omit to state a material fact necessary in order to make such statements not misleading. Since the dates of the Preliminary Official Statement and the Official Statement, there has been no change in the business, financial position, results of operations or condition of the Participant or the System that would (x) materially affect the accuracy and completeness of such statements and information or (y) materially and adversely affect the ability of the Participant to meet its obligations under the Power Sales Contract.] Dated this day of . [~~Seal~~PARTICIPANT] [SEAL] By Its EXHIBIT V FORM OF OPINION OF COUNSEL TO THE PARTICIPANT Utah Associated Municipal Power Systems ~~000 Xxxxx 000 Xxxx, Xxxxx 000 Salt Lake City, UT 84103~~ [Address] Ladies and Gentlemen: I have acted as counsel to (the “Participant”) in connection with the ~~Millard County~~ Carbon Free Power Project Power Sales Contract, dated as of ~~December~~ April 1, ~~2024~~ 2018 (the “Power Sales Contract”), between the Participant and Utah Associated Municipal Power Systems (“UAMPS”). ~~I have been advised that, pursuant~~ Pursuant to the Power Sales Contract, UAMPS has undertaken the Project and has sold all of ~~the~~ Electric Power and Electric Energy ~~from~~ and Environmental Attributes (if any) of the Project to the Participant and others that have executed Power Sales Contracts with UAMPS. This opinion is being delivered to you pursuant to Section ~~31(f~~902(e) of the Power Sales Contract in connection with the execution and delivery of the Power Sales Contract. Capitalized terms used and not defined herein have the meanings assigned to such terms in the Power Sales Contract. As counsel to the Participant, I have examined (i) those documents relating to the existence, organization and operation of the Participant and its electric utility system (the “System”), (ii) all resolutions and proceedings of the Participant relating to the due authorization, execution and delivery by the Participant of the Power Sales Contract, (iii) an executed counterpart of the Power Sales Contract, and (iv) such other documents, information, facts and matters of law as are necessary for me to render the opinions contained herein. Based upon the foregoing, I am of the opinion that: 1. The Participant is a ~~duly organized and validly existing under~~ [municipal corporation and/or political subdivision] of the ~~laws~~ State of (the “State”) ), duly created and is validly existing under the laws of the State and duly qualified to own, operate and furnish electric service through the System.] 1. The Participant is a , duly created and validly existing under the laws of the State of (the “State”), and duly qualified to own, operate and furnish electric service through the System.] 2. The Participant has full legal right, power and authority to enter into the Power Sales Contract and to carry out and consummate all of the transactions contemplated thereby, and the Participant has complied with the provisions of applicable law which would be a condition precedent to entering into the Power Sales Contract or carrying out and consummating such transactions. 3. Each of the Power Sales Contract, the Joint Action Agreement and the Pooling Agreement has been duly authorized, executed and delivered by the Participant and constitutes the legal, valid and binding obligation of the Participant and is enforceable under the present law of the State in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or other laws affecting creditors’ rights generally or usual equity principles in the event equitable remedies should be sought. 4. The Participant’s obligation to make payments to UAMPS under the Power Sales Contract is a special obligation payable solely from the revenues and other available income of the System as a cost of purchased electric energy and an operating expense of the System. The application of the revenues and other available funds of the System to make such payments is not subject to any prior lien, encumbrance or restriction. 5. [The Participant has obtained all Required Approvals] {or} [There are no Required Approvals]. 6. There is no pending or, to my knowledge, threatened, action or proceeding affecting the Participant (nor to my knowledge is there any basis therefor), which (a) purports to affect the authorization, legality, validity or enforceability of the Power Sales Contract, the Joint Action Agreement or the Pooling Agreement or (b) involves the possibility of any judgment or liability, not fully covered by insurance, which may result in any material adverse change in the business, affairs, properties or assets, or in the condition, financial or otherwise, of the System. 7. The execution, delivery and performance by the Participant of the Power Sales Contract will not conflict with or constitute a breach of or default under any agreement, indenture, bond, note, resolution or other instrument to which the Participant is a party or by which it or the properties of the System is bound or affected, or any applicable law, ruling, regulation, ordinance, judgment, order or decree to which the Participant (or any of its officers in their respective capacities as such) or its properties is subject. 8. No event has occurred and is continuing which with the passage of time or the giving of notice, or both, would constitute a material default or event of default under any agreement, indenture, bond, note, resolution or other instrument to which the Participant is a party or by which it or the properties of the System is bound or affected, which breach or default would have a material adverse impact on UAMPS’ ownership or operation of the Project or the ability of the Participant to fully perform its obligations under the Power Sales Contract. 9. The Participant has lawful authority to fix and collect rates, fees and charges for the services provided by the System. Such rates, fees and charges for utility services provided to customers located within the corporate boundaries of the Participant are not subject to regulation by any authority of the State or the United States and have been duly and validly adopted by the Participant and are in full force and effect. 10. The Participant has lawful authority to own the System and, to my knowledge, the Participant (a) has good and merchantable title to the properties comprising the System and (b) holds all permits, licenses and approvals necessary for the operation of the System. I hereby authorize [other reliance parties] and Xxxxxxx and Xxxxxx LLP, as bond counsel, to rely on this opinion as though addressed to them. Respectfully submitted, EXHIBIT VI FORM OF BRING-DOWN OPINION OF COUNSEL TO THE PARTICIPANT Utah Associated Municipal Power Systems [Address] Ladies and Gentlemen: I have acted as counsel to (the “Participant”) in connection with the Carbon Free Power Project Power Sales Contract dated as of (the “Power Sales Contract”) between the Participant and Utah Associated Municipal Power Systems (“UAMPS”). I have been advised that UAMPS has made arrangements for the issuance and sale on the date hereof of its Carbon Free Power Project Revenue Bonds, Series (the “Bonds”). Pursuant to Section 902(e) of the Power Sales Contract in connection with the execution and delivery of the Carbon Free Power Project, I rendered to UAMPS an approving legal opinion, dated (the “Prior Opinion”), with respect to the Participant. In connection with the issuance and sale by UAMPS of the Bonds, I hereby reaffirm the Prior Opinion, as though it was dated the date hereof, in the form it was so rendered on . [In addition to the foregoing, I have examined (i) the material describing the Participant and its electric system contained in APPENDIX A to each of the Preliminary Official Statement (together with any supplements or amendments thereto as of the date hereof, the “Preliminary Official Statement”) and the Official Statement (together with any supplements or amendments thereto as of the date hereof, the “Official Statement”) of UAMPS relating to the Bonds and (ii) such other documents, information, facts and matters of law as are necessary for me to render the following opinion. Based upon the foregoing, I am of the opinion that the statements and information with respect to the Participant and its electric system contained in APPENDIX A to the Preliminary Official Statement and the Official Statement were true and correct in all material respects as of the respective dates of the Preliminary Official Statement and the Official Statement and are true and correct in all material respects as of the date hereof, and no facts have come to my attention which would lead me to believe that such statements and information contained or contain any untrue statement of a material fact or omitted to state or omit to state any material fact necessary in order to make such statements, in the light of the circumstances under which they were made, not misleading; provided, however, that I express no view with respect to the tabular, financial and statistical information included therein.] I hereby authorize the reference to this opinion and to the Prior Opinion set forth under the caption, “APPROVAL OF LEGAL PROCEEDINGS,” in the Official Statement. I hereby further authorize [Bond Counsel] and [other reliance parties] to rely on the Prior Opinion and on this opinion in each case as though addressed to them. Respectfully submitted, EXHIBIT VII FORM OF NOTICE OF WITHDRAWAL Utah Associated Municipal Power Systems 000 Xxxxx 000 Xxxx, Xxxxx 000 Salt Lake City, Utah 84103 Attention: General Manager General Counsel Re: Carbon Free Power Project Power Sales Contract [Ladies and] Gentlemen, Pursuant to Section 204 of the above-referenced Power Sales Contract (the “Power Sales Contract”), [name of Participant] (the “Participant”) hereby gives notice of its election to withdraw from the Project. The Participant hereby acknowledges and agrees that: 1. This Notice of Withdrawal shall be effective at and as of the end of the last day of the current phase of the Licensing Period. 2. By delivering this Notice of Withdrawal, the Participant waives its right to receive any reimbursement for Development Costs previously paid by it, except as otherwise provided in the Power Sales Contract. 3. The Participant shall remain responsible for the payment of an amount equal to its Development Cost Share of all Development Costs incurred, including its Development Cost Share of the amounts necessary to repay all Bonds issued and outstanding, in each case up to the effective date of the Participant’s withdrawal from the Project. 4. The Participant that shall, within twelve months of the effective date of its withdrawal, repay the amounts described in paragraph 3 above together with any interest expense on such amounts and any other charges incurred by UAMPS under the Financing Documents. 5. From and after the effective date of its withdrawal (a) the Participant’s Entitlement Share shall be terminated, (b) the Participant’s Representative shall have no right to participate in or vote at meetings of the Project Management Committee or meetings of the Board with respect to the Project, and (iii) this Contract will remain in effect only with respect to the Participant’s repayment obligations described in paragraph 4 above. 6. The Participant shall have no responsibility for the payment of Development Costs incurred or Bonds issued after the effective date of its withdrawal. Capitalized terms used and not otherwise defined herein have the meanings assigned to them in the Power Sales Contract. [NAME OF PARTICIPANT] By Authorized Officer EXHIBIT VIII FORM OF NOTICE OF REDUCTION Utah Associated Municipal Power Systems 000 Xxxxx 000 Xxxx, Xxxxx 000 Salt Lake City, Utah 84103 Attention: General Manager

Appears in 1 contract

Samples: Power Sales Contract

Common use of Miscellaneous; Effective Date Clause in Contracts