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Show hereto (the "Members"). B. The amendments to the Organization Organiza-tion Agreement set forth in this second Amendment are desirable to clarify, and promote efficiency in, the organizational organiza-tional structure of IPA and do not jeopardize or adversely affect the existing ex-isting contracts, notes, bonds or other evidence of indebtedness of IPA. AMENDMENT In exchange for good and valuable consideration, the receipt and sufficiency sufficien-cy of which are hereby acknowledged, including without limitation, the mutual covenants contained herein and in the Organization Agreement, the parties par-ties hereto agree as follows: 1- Amendment of Article 6. Article 6 of the Organization agreement is hereby amended to read in its entirety as follows: ARTICLE 6 ORGANIZATION OF INTERMOUNTAIN POWER AGENCY ed in this paragraph is impermissible, 2. Amendment of Article 12, Article 12 of the Organization Agreement is hereby amended to read in its entirety as follows: ARTICLE 12 AMENDMENTS This Agreement may be amended from time to time in any particular which does not jeopardize or adversely affect any existing contracts, notes, bonds or other evidence of indebtedness, in-debtedness, provided that such amendment amend-ment shall not subject any party hereto to any dues, assessments or liability without its consent thereto. Proper amendments may be adopted by the submission of the proposed amendment to the duly convened Board of Directors for approval of the Board by resolution passed by the affirmative vote of at least two-thirds of the Directors present and voting and thereafter by submission to the governing bodies of the parties hereto for written approval thereof by at least two-thirds of the parties hereto-Such hereto-Such amendment shall become effec- Amendment is made pursuant to u j : laws of the State of Utah, includu., ; without limitation, the Interlocal ;tv I operation Act, Chapter 13, Title: II f ; Utah Code Annotated, and shall be cuu j J s trued and governed in accordance wnUj ; such laws. 8. Severability. Should any par? ; term or provision of this SccomtS I Amendment be held by the courts irrtv2 J illegal or in conflict with any law of the State of Utah, or otherwise rendered unenforceable or ineffectual, the valid ity of the remaining portions or provi sions shall not be affected thereby. 9. Effective Date. This Secojil Amendment shall become effectfu upon the satisfaction of the following conditions: (i) it has been approved y the affirmative vote of at least tw thirds of the members of the IPA Bixud of Directors present and voting at a duly constituted meeting thereof; (ii) it.-been it.-been submitted to and received the written approval of the governing bodies of not less than two-thirds of tlu Members and has been executed by Unauthorized Un-authorized officers of such approving Members; (iii) it has been approved bv an attorney pursuant to section 5 of thi Second Amendment; (iv) it has teen filed with the keeper of records of each of the Members; and (v) it, togethr with the approving resolution of tli respective governing body, has bee a published by each approving governing body of the Members in a newspaper published in the Member or tl no newspaper is so published, then in a newspaper having general circulation in the Member. IN WITNESS WHEREOF, the City of Bountiful has caused this Second Amendment to be executed and attested by its proper officers, thereunto duly au thorized, and its official seal affixed hereto, pursuant to a resolution of hi governing body, and deems itself bound hereby with all other parties executing a counterpart hereof 7 CITY OFBOUNTIF Robert Gratmall Title: Mayor Pro6ni rvrn - -'1 Arden F. Jenson r' Title: City Recorder This amendment as execute? is hereby approved as being in proper form and compatible with the laws ot the State of Utah, Mark K, Buchi Authorized Attorney if- EXHIBIT A : jr -1 (Attached to and forming a part of the Second Amendment to Intermountam Power Agency Organization AgTee ment, dated March 26, 1990.) i Beaver City City of Bountiful -2 City of Enterprise City of Ephraim : il City of Fairview " City of Fillmore -" Heber City City of Midway Town of Charleston Town of Holden City of Hurricane CityofHynim " Town of Kanosh City of Kaysville '' CityofLehi CityofLogan " Town of Meadow no City of Monroe r ' City of Morgan o. City of Mt. Pleasant ? City of Murray Town of Oak City s City of Parowan nj Price City City of Spring City rn Published in the Davis County Clipper on Nov. 6, 1990 Issue No. 40 C-666 tive upon the execution by the party whose signing accomplishes approval by at least two-thirds of the parties hereto; the approval by an authorized attorney at-torney as set forth in Article 13; and the filing of the amendment with the keeper of public records of each of the parties hereto. 3. Amendment of Article 13. Article 13 of the Organization Agreement is hereby amended by adding thereto the following last paragraph; The provisions of this Article 1 3 set forth above shall apply only to the original execution of this Agreement and any amendment hereto entered into prior to March 26, 1990. Any amendment amend-ment to this Agreement entered into on or after March 26, 1990, and each executed ex-ecuted counterpart thereof, shall, prior to and as a condition precedent to its entry en-try into force, be submitted to and approved ap-proved by an attorney designated by the parties approving such amendment, who shall be a member in good standing of the Utah State Bar. Such attorney shall approve the amendment and its executed counterparts, if any, only if they are in proper form and compatible with the laws of the State of Utah. Such approval shall be evidenced by the execution ex-ecution by such attorney of the following follow-ing endorsement on the amendment and each counterpart thereof: "This amendment as executed is hereby approved ap-proved as being in proper form and compatible with the laws of the State of Utah. ' 1 4. Status of Organization Agreement. Agree-ment. Except as amended by this Second Se-cond Amendment, the Organization Agreement shall remain in full force and effect and is hereby affirmed. 5. Approval by Attorney. This Second Se-cond Amendment and each executed counterpart hereof shall be submitted for approval to an attorney designated by resolution of the Members approving this Second Amendment, who shall be a member in good standing of the Utah State Bar. If such attorney determines that this Second Amendment, as executed, ex-ecuted, and its counterparts, are in proper form and compatible with the laws of the State of Utah, he shall execute ex-ecute the following endorsement on this Second Amendment and each counterpart counter-part hereof: "This Amendment as executed ex-ecuted is hereby approved as being in proper form and compatible with the laws of the State of Utah. ' ' If such attorney at-torney determines, for any reason, that this Second Amendment or any counterpart hereof is not in proper form or compatible with the laws of the State of Utah, such attorney shall report to the IPA Board of Directors the reasons for such determination. 6. Counterparts. This Second Amendment may be executed in any number of counterparts, each of which shall constitute an original. 7. Governing Law. This Second The membership of IPA shall consist of the parties to this Agreement from time to time. Each party hereto shall be entided to a representative to act on its behalf as provided in this Agreement. Each representative shall serve at the pleasure of the party appointing such representative, and may be removed and replaced at any time by such party. Each party shall promptly give written notice to the IPA Board of Directors of any change in the designation of its representative. rep-resentative. The business and affairs of IPA shall be governed, controlled, directed, managed, administered and regulated by a Board of Directors. The Board of Directors shall have such duties and powers, and may take any action, as may be necessary or desirable to accomplish ac-complish such purposes, except as may be contrary to the laws of the State of Utah or this Agreement. Without limiting the foregoing, the Board of Directors Di-rectors shall exercise on behalf of IPA all of the powers of IPA provided by this Agreement or under the laws of the State of Utah. The Board of Directors shall be composed com-posed of seven persons, who shall, except ex-cept as expressly provided otherwise in this Agreement, be elected by the representatives rep-resentatives and shall serve staggered terms. For the initial term of office, one Director shall be elected for a term ending en-ding December 31, 1978, two Directors shall be elected for a term ending December 31, 1979, two Directors shall be elected for a term ending December 31, 1980, and two Directors shall be elected for a term ending December 31, 1981. Thereafter, Directors shall be elected for four-year terms and may be re-elected. To be eligible to serve as a Director, a person shall, at all times during dur-ing which he holds the office of Director, Direc-tor, be a representative and either: (a) reside within the boundaries of a party that is represented by such representative; represen-tative; (b) receive electrical service at bis principal residence from a municipal electric system owned by a party that is represented by such representative; or (c) be employed by a party that is represented rep-resented by such representative on a basis such that it is reasonably expected that the representative will provide to such party not less than 1000 hours of paid service in each 12 month period. Any Director who, prior to the end of his term as a Director, ceases to qualify as a Director under the criteria set forth in the preceding sentence shall, upon and as of the date of a determination of the Board of Directors that he has ceased ceas-ed to so qualify, cease to be a Director and the directorship held by such Director Direc-tor shall become vacant. At any duly called regular or special meeting of the representatives at which a quorum is present, any one or more of the Directors may be removed by two-thirds two-thirds or more of the votes cast at such meeting and a successor may then and there be elected to fill the vacancy thus created. Any Director whose removal has been proposed shall be given an opportunity op-portunity to be heard at the meeting. A vacancy on the Board of Directors caused by the resignation, removal, death or incapacity of a Director, or for any other cause whatsoever, other than a vacancy caused by the removal of a Director that is concurrenUy filled by the election of the representatives pursuant pur-suant to this Agreement or a vacancy created by an increase in the number of Directors, shall be filled on an interim basis until the next succeeding annual meeting of IPA by a person elected by the Board of Directors at a meeting of the Board of Directors held within a reasonable time following the occurrence occur-rence of such vacancy. Any vacant position posi-tion so filled by the Board of Directors shall again become vacant as of the next succeeding annual meeting of IPA and shall, at such meeting, be filled for the balance of the unexpired term, if any, by the vote of the representatives. Notwithstanding Not-withstanding anything to the contrary in this Agreement, if the election by the Board of Directors of a person to fill a vacancy would result in less than a majority of the Directors then in office having been elected by the representatives, represen-tatives, such vacancy shall be filled by election at a regular or special meeting of the representatives. The Board of Directors may adopt, and amend from time to time. Bylaws, which, to the extent not inconsistent with this Agreement or the laws of the State of Utah, may provide, among other things, rules governing regular and special meetings of the representatives represen-tatives and of the Board of Directors; for the annual meeting of IPA, which shall be deemed a regular meeting of the representatives; quorum and voting requirements; for the establishment of offices; for the indemnification of IPA directors, officers, employees, representatives represen-tatives and agents; and for such other matters as the Board of Directors may determine. No Director shall be liable to IPA or the parties to this Agreement for any monetary damages for breach of any fiduciary duty owed by such Director, except monetary damages arising out of: (a) a breach of the Director's duty of loyalty to IPA or a party, (b) any act or omission not in good faith or which involves in-volves intentional misconduct or a knowing violation of law; (c) any transaction trans-action from which the Director derived an improper personal benefit; or (d) any other circumstance or occurrence with respect to which, under applicable law as in effect from time to time, the limitation limi-tation of a Director's liability as provid- NOTICE The following resolution was duly adopted at a meeting of the City Council Coun-cil of Bountiful, held on the 3rd day of October, 1990. Pursuant to Utah Code Ann. section 11-13-20, for a period of thirty (30) days after the date of this publication, any person in interest shall have the right to contest the legality of such resolution or the contract approved thereby and after such time no one shall have any cause of action to contest the regularity, formality or legality thereof for any cause whatsoever. The resolution resolu-tion is as follow: Res.' No. 90-09 RESOLUTION APPROVAL OF THE SECOND AMENDMENT TO INTERMOUN-TAIN INTERMOUN-TAIN POWER AGENCY ORGANIZATION AGREEMENT On motion of Councilman Leslie T. Foy, seconded by Councilman C. Harold Shafter, at a meeting of the City Council of Bountiful (the ' 'City '), held the 3rd day of October, 1990, the following Resolution was duly adopted: WHEREAS, the City and certain other Utah municipalities (the 'members") are parties to the Inter-mountain Inter-mountain Power Agency Organization Agreement dated as of May 10, 1977 (as amended by the First Amendment to Intermountain Power Agency Organization Organiza-tion dated February 1, 1983, the 'organization Agreement") pursuant to which Intermountain Power Agency ("IPA") was organized for the purpose of facilitating a joint and cooperative action of the Members to undertake and finance a facility to generate electricity to be known as the Intermountain Power Project; and WHEREAS, the Organization Agreement may be amended only with the written approval of the governing bodies of not less than two-thirds of the Members; and - ' WHEREAS, the IPA Board of Directors Di-rectors has submitted to the City Council, Coun-cil, and recommended that the City Council authorize and approve, a proposed pro-posed second Amendment to Intermountain Inter-mountain Power Agency Organization Agreement, a copy of which is attached hereto (the "Second Amendment"); and WHEREAS, IPA has advised the City Council mat the amendments to the Organization Agreement made by the Second Amendment are desirable to clarify, and to promote efficiency in, the organizational structure of IPA; and WHEREAS, the City Council has determined that the Second Amendment is in the best interest of the City. NOW THEREFORE BE IT RESOLVED, that the City Council hereby authorizes and approves the Second Se-cond Amendment; and BE IT FURTHER RESOLVED, that the Mayor is hereby authorized and directed to execute the Second Amendment, or a counterpart thereof, on behalf of the City and to take or cause to be taken such other action as may be necessary or desirable in order to make the Second Amendment effective effec-tive including, without limitation, filing r the executed Second Amendment in the official records of the City; and BE IT FURTHER RESOLVED, that the Mayor is hereby authorized and directed to publish or cause to be published pub-lished this Resolution, together with the Second Amendment, in their entirety, one time in the Davis County Clipper, which is the official newspaper of the City; and BE IT FURTHER RESOLVED, that Mark K. Buchi, IPA's General Counsel, is hereby designated as the authorized au-thorized attorney pursuant to Utah Code Annotated section 1 1-13-9 and section 5 of the Second Amendment for the purpose of determining whether the Second Se-cond Amendment is in proper form and compatible with the laws of the State of Utah. BOUNTIFUL CITY Robert Gramoll Mayor Pro-tern Attest: Arden F. Jenson City Clerk SECOND AMENDMENT TO INTERMOUNTAIN POWER AGENCY ORGANIZATION AGREEMENT THIS SECOND AMENDMENT TO INTERMOUNTAIN POWER AGENCY AGEN-CY ORGANIZATION AGREEMENT (this "Second Amendment"), dated as of the 26th day of March, 1990, is by and among the Members (as defined hereafter) that have executed this Second Se-cond Amendment below. RECITALS A. Intermountain Power Agency ("IPA") was organized under the Intermountain Power Agency Organization Organiza-tion Agreement dated as of May 10, 1977 (as amended by the First Amendment Amend-ment to Intermountain Power Agency Organization Agreement dated February 1, 1983, the "Organization Agreement "). among the Utah municipalities listed on Exhibit A |