Show SECOND AMENDMENT TO INTERMOUNTAIN AGENCY POWER ORGANIZATION AGREEMENT THIS SECOND AMENDMENT TO POWER AGENCY ORGANIZATION AGREEMENT (this "Second Amendment") dated as of the 26lh day rt March 1990 is by and among the Member (as defined hereafter) that have executed this Second Amendment below TERMOUNTAIN RECITALS A Intermountain Power Agency ("IPA") was organized under the Intermountain Power Agency Organization Agreement dated as rt May 10 1977 (as amended by tie First Amendment to Intermountain Power Agency Organization Agreement 1983 the Organization dated February Agreement") among tie Utah muniapait-tefeted on Exhibit A hereto (the "Members") B The amendments to tie Organization Agreement set forth in this Second Amendment are desirable to clarify and promote in the organizational structure of efficiency IPA and do not jeopardize or adversely fect the existing contacts notes bonds or other evidence at indebtedness of IPA AMENDMENT In exchange for good and valuable consideration the receipt and sufficiency of are hereby acknowledged including limitation without the mutual covenants contained herein and in the Organization Agreement the parties hereto agree as which lows: Amendment of Articles Article 6 of the Organization Agreement is hereby amended to read in its entirety as follows: ARTICLE ORGANIZATION 6 OF INTERMOUNTAIN POWER AGENCY The membership of IPA shall consist of tie parties to this Agreement from time to time Each party hereto shall be entitled to a representative to act on its behalf as provided in this Agreement Each representative shaft 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 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 such purposes except as may be contrary to the laws of the State of Utah or this Agreement Without Rmiting the foregoing the Board of Directors shaft exercise on behalf of IPA aft of the powers of IPA provided by this Agreement or under the laws of the State of Utah The Board of Directors shaft be composed of seven persons who shaft except as expressly provided otherwise In this Agreement be elected by the representatives and shall serve staggered terms For the initial term of office one Director shall be elected for a term ending December 3f 1978 two Directors shaft be elected for a term ending December 31 1979 two Directors shall be elected for a term ending cember 31 1980 and two Directors shall be elected for a term ending December 31 1981 Thereafter Directors shall be elected for terms and may be a To be eligible to serve as a Director person shall at aft times during which he holds the office of Director be a representative and either: (a) reside within the boundaries of a party that is represented by such representative (b) receive electrical service at Ns 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 by such representative on a basis such that it is reasonably expected that the representative wi provide to such party not less than 1000 hours of paid service in each 2 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 toe preceding sentence shall upon and as of toe date of a determination of (he Board of Directors that he has ceased to so qualify cease to be a Director and the directorship held by such Director shaft become vacant At any duly called regular or s pedal meeting of toe representatives at which a quorum is present any one or more of the or Directors may be removed by more of the votes cast at such meeting and a successor may then and there be elected to fin the vacancy thus created Any Director whose removal has been proposed shall be given an opportunity to be heard at the meeting A vacancy on toe Board of Directors caused by toe resignation removal death or incapacity of a Director or tor any other cause whatsoever other than a vacancy caused by toe removal of a Director toat is concurrently Med by the election of the representatives pursuant to th Agreement or a vacancy created by an Increase in the number of Directors shall be filled on an interim bass until toe next succeeding annual meeting of IPA by a person elected by the Board of Directors at a meeting of toe Board of Directors held within a reasonable time following toe occurrence of such vacancy Any vacant position so lifted by the Board of Directors shaft again become vacant as of toe next succeeding annual meelng of IPA and shaft at such meeting be filled tor toe balance of toe unexpired term any by toe vote of the representatives Notwithstanding anything to toe in tots Agreement the election by toe Board of Directors of a person to M a vacancy would result in less than a majority of the Directors then in office having been elected by tie representatives such vacancy shaft be Med by election a reiar or special meeting of toe representatives The Board of Director may adopt and amend torn time to time Bylaws which to tie extent not Inconsistent with ftw Agreement or tie laws of toe State of Utah may provide among other tongs rutes governing regular and special meetings of toe representatives and of to Board of Deectors tor tie annual meeting of IP A which shaft be deemed a regular meeting of tie represan- - tatives quorum and voting requirements tar the establishment of offices tor toe of IPA directors officers employees representatives and agents and tor such other matters as the Board of Directors may determine demnification No Director be liable to (PA or toe parties to tots Agreement tor any monetary damages tor 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 intentional misconduct or a knowing violation of law (c) any transaction from which the Director derived an improper personal benefit or (d) any other circumstance or occurrence with respect to which under law as n from time to time effect applicable the limitation of a Director's liability as provided in this paragraph is impermissible 2 Amendment nfArtirlp? ArtirfalOnf the Organization Agreement is hereby amended to read in its entirety as follows: shaft ARTICLE 12 AMENDMENTS This Agreement may be amended from any particular which does not jeopardize or adversely affect any existing contracts notes bonds or other evidence of indebtedness provided that such amendment shaft 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 toe Board by resolution passed by the affirmative vote of at least of the Directors present and voting and thereafter by submission to the governing bodies of the parties hereto for written approval thereof by a! least of the parties hereto Such amendment shaft become effective upon the execution by the party whose signing accomof the plishes approval by at least parties hereto the approval by an authorized attorney 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 3 Article 3 of the Organization Agreement is hereby amended by adding thereto the following last paragraph: The provisions of this Article 13 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 to this Agreement entered into on or after March 26 1990 and each executed counterpart thereof shall prior to and as a condition precedent to its entry into force be submitted to and approved by an attorney designated by toe parties approving such amendment who shall be a member in good standing of toe Utah State Bar Such attorney shall approve the amendment and its executed counterparts if any only they are in proper form and compatible with (he laws of the State of Utah Such approval shaft be evidenced by the execution by such attorney of the following endorsement on the amendment and each counterpart thereof: "This amendment as executed is hereby approved as being in proper form and compatible with toe laws of the State of Utah 4 Status at Organization Agreement Except as amended by this Second Amendment the Organization Agreement shaft remain in fuft force and effect and is hereby time to time in Title: The following resolution was (Ally adopted at a meeting rt (he City (Town Council rt Holden held on the 3th day rt June 1990 Pursuant to Utah Code Arm far a period rt thirty (30) section days after the date rt tins publication any person in interest shall have the right to contest the legality of such resolution or toe contract approved thereby and after such time no one shall have any cause rt action to contest the regularity or legaliformality ty thereof for any cause whatsoever The resolution is as follows: Mayor Anna Rae Stevens Title: Town Clerk TNs amendment as executed is hereby approved as befog in proper form and compatible with toe laws of the State of Utah MARK K BUCHI Authorized EXHIBIT Attorney A (Attached to and forming a part rt the Second Amendment to Interm our tain Power Agency Organization Agreement dated March 26 1990 ) Beaver City City rt Kaysville rt Bountiful City City of City Enterprise City rt Ephraim City RESOLUTION APPROVAL MENT City Heber City rt City City rt Lehi rt Logan rt Mkfway rt Charleston rt Holden City rt Hurricane City rt Hyrum Town rt Kanceh City Town Town City of AMEND- POWER AGREE- motion of Ted Bennett seconded by Mary Johnson at a meeting rt the Town Council rt Holden Town (the "Town") held the 13 th day rt June 1990 the following Resolution was duly adopted: WHEREAS the Town and certain other Utah municipalities (the "Members") are parties to the Intermountain Power Agency Organization Agreement dated as rt May 10 1977 (as amended by the First Power Amendment to Intermountain Agency Organization Agreement dated 1983 the "Organization February Agreement") pursuant to which Intern Power Agency ("IPA") was organized Oak City Parowan Price City Published In the Millard County 1990 Chronicle Progress Nov toe purpose rt facilitating a joint and cooperative action rt the Members to undertake and finance a fatality to generate to be known as toe Intermounelectricity tain Power Project and WHEREAS the Organization Agreement may be amended only with the written approval rt toe governing bodies of not rt the Members and less than WHEREAS the IPA Board rt Directors has submitted to the Town Council and recommended that the Town Council authorize and approve a proposed Second Amendment to Intermountain Power Agency Organization Agreement a copy rt which is attached hereto (the "Second Amendment") and WHEREAS IPA has advised the Town Council that tie amendments to the ganization Agreement made by the Second Amendment are desirable to clarify srid to promote efficiency m the organizational structure rt IPA and WHEREAS the Town Councft has determined that the Second Amendment is in the best interest rt the Town NOW THEREFORE BE IT RESOLVED that the Town Council hereby authorizes and approves the Second Amendment and RESOLVED FURTHER BE IT that toe Mayor is hereby authorized and directed to execute the Second Amendment or a I COUNTY MILLARD UTAH - 6 NOVEMBER Pages County sm LYNN i “SI RAICH PARTY" note lot punch the position imhculed the candidates Fa r This Anna Rae Stevens TOWN CLERK Published In the Millard County 1990 Chronicle Progress Nov November 6 1990 YES W DAVIS 4 96 974 NO YES 98 NO 99 4 4 d on Vote 94 Party Vote il4 Party Vote 134 DEMOCRATIC Straight Party REPUBLICAN Straight AMERICAN Straight INFORMATION GATHERING QUESTION In an edort lo obtain public opinion the kotowing question la presented lo lha outcome edixana ot Utdard County Ihelr consideration neither tending on tha cHIxans or tha government at hhMard County AREA WILDERNESS IN MILLARD COUNTY proposed dial 265600 acres in Millard County wilderness area Should this West Descrl Land (or multiple use or Tor wilderness? It is be us be designated designated Use Designation Wilderness Designation 1124 For Multiple For Millard Page 6 Proposition Second Amendment and each executed l hereof shaft be submitted for approval to an attorney designated by resolution of the Members approving this Second Amendment who shaft be a member in good standing of toe Utah State Bar such attorney determines toat this Second Amendment as executed and its counterparts are in proper form and compatible with toe laws of toe State of Utah he shaft execute toe following endorsement on this Second Amendment and each coon ter of rt hereof: "This Amendment as executed is hereby approved as being in proper form and compatible with the laws of the State of Utah" such attorney determines for any reason toat 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 ’PA Board of Directors the reasons for such ermination 6 Counterparts This Second Amendment may be executed in any number of counterparts each of which shaft constitute an original 7 Governing Law This Second Amendment is made pursuant to toe laws of the State of Utah without including limitation toe Interlocal Act Chapter 13 Title 11 Utah Code Annotated and shaft be construed and governed in accordance with such laws 8 Severability Should any part term or provision of tots Second Amendment be held by toe courts to be illegal or in conflict with any law of the State of Utah or otherwise rendered unenforceable or ineffectual the validity of toe remaining portions or provisions shaft not be affected thereby 9 Effective Data This Second Amendment shall become effective upon the satisfaction of the following conditions: (!) has been approved by toe affirmative vole of the members of toe of at least IPA Board of Directors present and voting at a duty constituted meeting thereof (ii) it has been submitted to and received the written approval of toe governing bodies of not less than of toe Members and has been executed by toe authorized officers of such approving Members (£) has been approved by an attorney pursuant to section 5 of tow Second Amendment (iv) has been filed with toe keeper of records of each of the Members and (v) it together with the approving resolution of toe respective governing body has been published by each approving governing body of toe Members in a newspaper in to Member or if no newspaper is so published toen in a newspaper having general circulation in toe Member IN WITNESS WHEREOF toe Town of Holden has caused to Second Amendment to be executed and attested by its proper officers ftiereunto duty authorized and its official seal affixed hereto pursuant to a resolution of Ik governing body and deems itself bound hereby with aft other Charles worth MAYOR 2 and 2 County November Proposition POWERS No InltlaUva FOR 120 NOVEMBER RUSSELL Vi BENCH reared a tw afcs d Mgi d Coin d Appreh? YES 58 sm JUDITH MITCHELL BILUNGS bsrearedtohao fcsd JudgadfeComdApxdrf YES 60 sm REGNAL Vi GARFF bs rewd e I dfc d Jutgi d h Com d Appsdri YES 62 sw h I NO NO NO GREENWOOD sm PAMELA R reared h fit dk d d h Com d Appsdt? YES sm NORMAN H JACKSON reared hi dtes d Judgi d h Com d Appwb? YES sm GREGORY K0RME bs wnd e N ofcd d JuV d hs Com d Arms? YES Judgi SM CULLEN bs idmd d h Ofes hs Dsn Cam d hs SM BOYD bs rawed b hs hs DsMd Com CHRISTENSEN d d fat Juried Drtsff 0c NO NO NO d Judgs d hs fax Juried Oshd 61 NO 2 Meadow Kanosh Deseret Oasis Oak City 4 4 4 4 4 Leamington Holden Scipio Hinckley Abraham 63 Garrison Delta 17 644 654 664 674 684 694 YES 70 YES L PARK d NO 59 and 71 Della 18 Lynndyl Sutherland FloweD Published 4 4 724 734 In 121 4 4 FOR 1244 AGAINST 1254 Remove punch card baM and place envelope end return to the elector judge who CJoss bakrt pages the Millard County Chronicle GENERAL Progress Nov 1 1990 PLACES FOR ELECTION Location: room Library 75 West Center Street 150 E 1st North 35 North Main Community Building at Old Fair Ground site Oak City Town Hall 50 West Center Sl Leamington Town Hall on U 132 (in town) Holden Town Hall 150 So Main Scipio Town Hall (Fire Station on Main Sl) Hinckley Town Hall (no address) Sherman Tolbert Home 7295 W 3000 No Garrison School (no address) Delta City Offices 76 No 200 West Millard County Offices 51 So 100 West Lawrence Bradfield Home (no addreSw) Sutherland Ward 2625 No 3000 W Flowed Electric Building Intersection U100 and FloweD Road West of Fillmore the MQlard County Chronicle Progress Nov 1 1990 Tha young of rabbits I AGAINST A MILLARD COUNTY POLLING Precinct: Fillmore 1174 FROM FOOD both laps ol the gray gave you the baSot In 1164 OF STATE AND LOCAL TAXES I under Published FOR 2 Shal a law bs enacted to ramova stats and toed sales taxes from lood except lood prepared lor bnmecRate consumption and lood sold torough vending machines? are now Inched 1990 AGAINST AMENDMENT to alow tha bs amsndsd Shal tot Utah ConadMton to insure toa conttouby ot Legislators to adopt meesuros govemrnsnl oparallons whan toots opsrallons art seriously disaster? natural or disrupted as a resufi REMOVAL SALES 1134 No Shal tot Utah Constbulion bs tmsndsd to allow counlies dries and towns to aalaMah special dtolilcta to provide health cars services? EMERGENCY 6 AMENDMENT DISTRICTS SPECIAL bv Attorney C R County hs ofcs d Judgs Com d hi Fourh Town Holden next lo Ihe desired putty II you do no wish lo note “SLRAIGHL PARLY" oust notes accordingly pages hi ol Pace 13 1990 ATTEST: bs reared hs odes d Judgs d hs Cscui Com d hs fas Cscut? bs lowed II you wish lo cast 1 sm JOHN BACKLUND Oil affirmed 5 Approval Millard 1990 J )lfS7SrCrt November counterpart toerert on behalf rt the Town and to take or cause to be taken such other action as may be necessary or desirable m order to make toe Second Amendment effective inducing without imitation filing the executed Second Amendment in toe official records rt the Town and RESOLVED toat the BE IT FURTHER Mayor s hereby authorized and directed to publish or cause to be published the Resolution together with toe Second Amendment in then entirety one time in the County Chronicle Progress which is the official newspaper of toe Town and BE IT FURTHER RESOLVED that Mark K BucN IPA General Counsel is hereby designated as the authorized attorney pursuant to Utah Code Annotated and section 5 rt the Secsection ond Amendment tor the purpose rt determining whether the Second Amendment in proper form and compatible with the laws rt the State rt Utah for GENERAL ELECTION BALLOT Page Formal SECOND THE On of City City of Spring OF INTERMOUNTAIN ORGANIZATION MENT rt Monroe rt Morgan rt ML Pleasant rt Murray City Town TO AGENCY Town rt Meadow City of Fairview Fillmore City Millard County Chronicle Progress Resolution parties executing a counterpart hereof TOWN OF HOLDEN CR Charles worth ar known aa kits or kittens |