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Home My WebLink About1074 Granting Electric Franchise to United Power – 03.18.2026ORDINANCE NO. 1074 AN ORDINANCE OF THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE, COLORADO, GRANTING AN ELECTRIC FRANCHISE TO UNITED POWER, ITS AFFILIATES, SUCCESSORS AND ASSIGNS, THE RIGHT TO USE THE STREETS WITHIN THE TOWN TO FURNISH, SELL, TRANSPORT, TRANSMIT AND DISTRIBUTE ELECTRICITY TO THE TOWN AND TO ALL RESIDENTS OF THE TOWN, GRANTING THE RIGHT TO ACQUIRE, CONSTRUCT, INSTALL, LOCATE, MAINTAIN, OPERATE AND EXTEND INTO, WITHIN AND THROUGH THE TOWN ALL FACILITIES REASONABLY NECESSARY TO FURNISH, SELL, TRANSMIT AND DISTRIBUTE ELECTRICITY WITHIN AND THROUGH THE TOWN AND FIXING THE TERMS AND CONDITIONS THEREOF WHEREAS, the Town of Firestone ("Town") is a statutory municipality incorporated and organized pursuant to the provisions of Section 31-2-101, et seq., C.R.S.; and WHEREAS, United Power, Inc. ("United Power") desires to operate an electric system within the Town; and WHEREAS, in accordance with state law, the Town Board of Trustees ("Board") is authorized to grant public utility franchises for a defined term by ordinance; and WHEREAS, the Town and United Power have negotiated and prepared an Electric Franchise Agreement setting forth the terms and conditions under which the Town is willing to grant United Power a non-exclusive franchise to make reasonable and lawful use of the Town's public rights -of -way and other Town -owned property to construct, operate, maintain, reconstruct, and rebuild an electric system for the purpose of providing electric service to customers in the Town, in the form attached hereto as Exhibit A; and WHEREAS, on February 18 and March 18, 2026, respectively, the Town Board held a properly noticed meeting to consider United Power's application for a franchise and request that the Town Board adopt an ordinance granting a proposed electric franchise and approving an Electric Franchise Agreement; and WHEREAS, the Town Board fmds that the public has had adequate notice and opportunity to comment upon the grant of an electric franchise pursuant to the proposed Electric Franchise Agreement; and WHEREAS, the Town Board finds and declares that the Town's grant of an electric franchise to United Power pursuant to the terms of the Electric Franchise Agreement would serve the public interest of the citizens of the Town of Firestone and will meet the future electricity - related needs of the community, and further fmds that this ordinance promotes the public health, safety, and welfare of the community, including its citizens and residents. NOW, THEREFORE, BE IT ORDAINED BY THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE, COLORADO: Section 1. Chapter 13.24, "Electric Franchise," of Title 13 of the Firestone Municipal Code shall be repealed in its entirety and reserved as follows: Chapter 13.24 - RESERVED. Section 2. The Electric Franchise Agreement between the Town of Firestone and United Power, Inc., a Colorado not -for-profit electric cooperative, in the substantially the same form as the copy attached hereto as Exhibit A and incorporated herein by this reference, is hereby approved, and United Power, Inc., is hereby granted a non-exclusive franchise to furnish, sell, transport, transmit and distribute electricity in the Town of Firestone pursuant to the terms and conditions of such Electric Franchise Agreement for the term stated in such Agreement. The Mayor is authorized to execute the Electric Franchise Agreement on behalf of the Town, subject to the requirement that United Power, Inc., shall have first executed the same. Section 3. If any article, section, paragraph, sentence, clause or phrase of this ordinance is held to be unconstitutional or invalid for any reason, such decision will not affect the validity or constitutionality of the remaining portions of this ordinance. The Board of Trustees hereby declares that it would have passed this ordinance and each part or parts hereof irrespective of the fact that any one part or parts was declared unconstitutional or invalid. Section 4. The Board of Trustees hereby finds, determines and declares that this Ordinance is promulgated under the general police power of the Town of Firestone, that it is promulgated for the health, safety and welfare of the public, and that this Ordinance is necessary for the preservation of health and safety and for the protection of public convenience and welfare. The Board of Trustees further determines that the Ordinance bears a rational relationship to the proper legislative object sought to be obtained. Section 5. All other ordinances or portions thereof inconsistent or conflicting with this ordinance or any portion hereof are hereby repealed to the extent of such inconsistency or conflict. INTRODUCEDD , READ, ADOPTED, APPROVED, AND OREREPUBLISHED BY TITLE thislf} ay of M , 2026. Z APPROVED AS TO FORM: Mars all Keith Martin, Town Attorney EXHIBIT A [United Power/Firestone Electric Franchise Agreement] Page 4 of 4 ELECTRIC UTILITY FRANCHISE AGREEMENT BETWEEN THE TOWN OF FIRESTONE, COLORADO AND UNITED POWER, INC. TABLE OF CONTENTS ARTICLE1: DEFINITIONS....................................................................................................... 6 1.1 Short Title........................................................................................................................ 6 1.2 Definitions....................................................................................................................... 6 ARTICLE 2: GRANT OF FRANCHISE.................................................................................... 8 2.1 Grant of Franchise........................................................................................................... 8 2.2 Effective Date and Term of Franchise............................................................................ 9 2.3 Financial Responsibility.................................................................................................. 9 2.4 Notice of Boundary Changes........................................................................................ 10 2.5 Conditions, Limitations and Exclusions....................................................................... 10 2.6 Police Powers.................................................................................................................11 2.7 Payment of Expenses in Relation to Ordinance.............................................................11 2.8 Continuation of Utility Service......................................................................................11 ARTICLE 3: FRANCHISE FEE................................................................................................11 3.1 Franchise Fee................................................................................................................ 12 3.2 Surcharge of Franchise Fee........................................................................................... 12 3.3 Electric Service Provided to the Town.......................................................................... 12 3.4 Franchise Fee Payment in Lieu of Certain Taxes and Other Fees................................ 12 3.5 Franchise Fee Payment Not In Lieu of Permit or Other Fees .......................................12 12 3.6 Payment Schedule......................................................................................................... 12 3.7 Audit of Franchise Fee Payments................................................................................. 12 3.8 Contract Obligation....................................................................................................... 13 3.9 Payment of Taxes and Fees........................................................................................... 13 ARTICLE 4: ADMINISTRATION OF FRANCHISE............................................................14 4.1 Supervision................................................................................................................... 14 4.2 Coordination of Work................................................................................................... 15 4.3 Examination of Records................................................................................................ 15 ARTICLE5: REPORTS............................................................................................................15 5.1 Reports of United Power Operations............................................................................ 15 5.2 Annual Reports............................................................................................................. 15 5.3 Requested Reports........................................................................................................ 15 5.4 Copies of Tariffs and Regulatory Filings...................................................................... 16 ARTICLE 6: SUPPLY, CONSTRUCTION AND DESIGN....................................................16 6.1 Adequate Supply at Lowest Reasonable Cost.............................................................. 16 6.2 Service Reliability......................................................................................................... 16 6.3 Planned Outage............................................................................................................. 16 6.4 Compliance with Town Requirements/Cooperation in Long Term Planning ...............16 16 6.5 Excavation, Construction Related to Maintenance and Repair Work ...........................17 17 6.6 Outages and Restoration of Service.............................................................................. 17 6.7 Installation and Maintenance of United Power Facilities .............................................18 18 6.8 Obligations Regarding United Power Facilities........................................................... 18 6.9 Relocation of United Power Facilities.......................................................................... 20 6.10 Service to New Areas.................................................................................................... 22 6.11. New or Modified Service to Town Facilities................................................................... 23 6.12 Modifications to United Power Facilities..................................................................... 23 6.13 Third Party Damage Recovery ..................................................................................... 24 6.14 Technological Improvements........................................................................................ 24 ARTICLE7: COMPLIANCE................................................................................................... 24 7.1 Town Regulation........................................................................................................... 24 7.2 Compliance with Regulatory Agencies......................................................................... 25 7.3 Compliance with Local Laws....................................................................................... 25 7.4 Continued Compliance with Air and Water Pollution Laws .........................................25 25 ARTICLE 8: UNDERGROUND CONSTRUCTION AND OVERHEAD CONVERSION 25 8.1 New Lines Under-grounded.......................................................................................... 25 8.2 Conversion of Electrical Lines...................................................................................... 25 8.3 Planning and Coordination of Under -grounding Projects ............................................26 26 8.4 Undergrounding Performance....................................................................................... 26 8.5 Audit of Underground Fund.......................................................................................... 27 ARTICLE 9: ENVIRONMENT AND CONSERVATION......................................................28 9.1 Environmental Leadership............................................................................................ 28 9.2 Energy Conservation and Efficiency............................................................................. 28 ARTICLE 10: USE OF UNITED POWER FACILITIES...................................................... 29 10.1 Town Use of United Power Poles................................................................................. 29 10.2 Third Party Use of United Power Facilities.................................................................. 29 10.3 Emergencies.................................................................................................................. 30 ARTICLE 11: INDEMNIFICATION OF TOWN................................................................... 30 11.1 Held Harmless............................................................................................................... 30 11.2 Notice to United Power................................................................................................. 30 11.3 Indemnification............................................................................................................. 30 11.4 Immunity....................................................................................................................... 30 11.5 Waiver of Subrogation.................................................................................................. 31 ARTICLE 12: TRANSFER OF FRANCHISE......................................................................... 31 12.1 Consent of Town Required........................................................................................... 31 ARTICLE 13: CHANGING CONDITIONS, COOPERATION AND COMMUNICATION.31 13.1 Changing conditions..................................................................................................... 31 13.2 Cooperation and communication.................................................................................. 31 ARTICLE 14: UNCONTROLLABLE FORCES.................................................................... 32 ARTICLE 15: BREACH AND REMEDIES............................................................................ 32 15.1 Non-Contestability........................................................................................................ 32 15.2 Breach/Notice/Cure/Remedies...................................................................................... 32 15.3 Termination of Franchise by Town............................................................................... 32 15.4 United Power Shall Not Terminate Franchise............................................................... 33 15.5 No Limitation................................................................................................................ 33 ARTICLE 16: UNITED POWER OPERATIONS .................................................................. 33 16.1 Corporate Structure....................................................................................................... 33 ARTICLE 17: AMENDMENTS................................................................................................ 33 17.1 Amendment to Franchise.............................................................................................. 33 17.2 Proposed Amendments.................................................................................................. 33 ARTICLE 18: EQUAL OPPORTUNITY................................................................................. 33 18.1 Equal Opportunity......................................................................................................... 33 18.2 Contracting.................................................................................................................... 33 18.3 Economic Development................................................................................................ 33 ARTICLE 19: MISCELLANEOUS.......................................................................................... 34 19.1 No Waiver..................................................................................................................... 34 19.2 Successors and Assigns................................................................................................. 34 19.3 Notice and Representatives........................................................................................... 34 19.4 Severability.................................................................................................................... 34 19.5 Entire Agreement.......................................................................................................... 34 19.6 Third Parties, Rights to Third Parties........................................................................... 34 19.7 Prevailing Parry............................................................................................................. 34 19.8 Headings for Reference 0nly........................................................................................ 35 19.9 Responsibility for Language.......... 19.10 Authority.................................... .............................................................. 35 .............................................................. 35 ARTICLE20: APPROVAL........................................................................................................ 35 ARTICLE 1: DEFINITIONS 1.1 Short Title. This agreement shall be known as the Town of Firestone/United Power Electric Franchise Agreement ("Franchise, Franchise Agreement, or "Agreement"). 1.2 Definitions. For the purpose of this Franchise, the following words and phrases shall have the meaning given in this article. When not inconsistent with the context, words used in the present tense include the future tense, words in the plural number include the singular number, and words in the singular number include the plural number. The words shall" or "will" are mandatory and "may" is permissive. Words not defined in this article shall be given their common and ordinary meaning. "Board" or "Board of Trustees" means the governing body of the Town of Firestone "Commission" or "CPUC" means the Colorado Public Utilities Commission. United Power Board means the governing and regulatory body of United Power. "Electricity" and "Electric Service" means all electric energy and electric service provided to members located within the Town, including street lighting and traffic signal lighting services. "Electric Distribution Facility" means that portion of United Power's electric system, which delivers electricity from the substation breakers to United Power's meters including all devices connected to that system. "Emergencies" means an event that directly influences the ability to provide service or is life threatening. "Energy Conservation" means the decrease in energy requirements of specific members during any selected time period, with end -use services of such members held constant. "Energy Efficiency" means methods of energy conservation, reduced demand or improved load factors resulting from hardware, equipment, devices, or practices that are installed or instituted at a customer facility. "Facilities" means all physical components of United Power which are deemed necessary by United Power to provide electricity within and through the Town for transportation, distribution and sale of electricity and include, but are not limited to, plants, works, systems, substations, transmission and distribution structures, lines, street lighting fixtures, equipment, conduit, transformers, underground lines, meter reading devices, communications and data transfer equipment, wireless facilities and equipment, wires, cables, poles, and building structures. "Party" or "Parties" refers to and includes United Power and the Town, either singly or collectively as the context requires. "Private Project" refers to any project which is not covered by the definition of "Public Project." "Private Utility Easement" refers to any easement over, under, through, or above public or private property, lawfully acquired by, used by, or dedicated to United Power, its predecessors in interest, or other public or private utility companies for the right to place, access, operate, service and maintain infrastructure by such entities for purposes of furnishing utility services or for operating its utility system, including, but not limited to, United Power Facilities. A Private Utility Easement can include any easement that predates the Town's acquisition of a wider and longer Town Street that now includes the United Power Facility(ies). "Public Project" refers to (1) any public work or improvement within the Town that is wholly owned or wholly funded by the Town; or (2) any public work or improvement that is wholly owned or is to be wholly owned by the Town after construction and Town acceptance; (3) or any public work or improvement within the Town where fifty percent (50%) or more of the funding is provided by any combination of the Town, the Federal government, the State of Colorado, or any other jurisdiction with which United Power holds a Franchise Agreement. "Public Utility Easement" refers to any lawfully acquired or platted easement over, under, or above public or private property, expressly granted, conveyed or dedicated to, and accepted by, the Town for the public use or for the provision of essential services, including grants for the right to place, access, operate, service and maintain infrastructure by a public or private utility company for public benefit. "Relocation" means any adjustment or accommodation of a United Power Facility on or within a Town Street or other Town Property, or in another location impactful to a Town project, to a different location that is made to resolve an actual or potential conflict between United Power's facilities and the Town's use of the property. This includes, but is not limited to, lowering, reboring, repositioning, modifying, temporarily removing and reinstalling the facility, or using any other reasonable method available to address the conflict. "Renewable Resource" refers to any facility, technology, measure, plan or action utilizing a renewable "fuel" source such as wind, solar, biomass, geothermal, municipal, animal, waste -tire or other waste, or hydroelectric generation of twenty megawatts or less, including any eligible renewable energy resource as defined in § 40-2-124(1)(a), C.R.S., as the same shall be amended from time to time. "Residents" means all persons, businesses, industry, governmental agencies and any other entity whatsoever, presently located or which are hereinafter located, in whole or in part, within the territorial boundaries of the Town of Firestone. "Revenues" means those amounts of money, which United Power bills, and receives as payment, for the sale of Electricity under authorized rates to Residents. "Rules and Regulations" means United Power's rules and regulations that outline the terms of service, member responsibilities, and operational guidelines for electric service provided to its members. "Service Area" means the area within which United Power is certified to serve by the CPUC, including the Town of Firestone. "Streets" means streets, alleys, viaducts, bridges, highways, avenues, boulevards, roads, lanes, rights -of -way, easements, and pathways that are located in the Town and serve as a thoroughfare for vehicular travel. "Street Lighting Facilities" refers to all United Power Facilities necessary to provide street lighting service. "Street Lighting Service" refers to the illumination of streets and other Town property by means of United Power -owned non -ornamental street lights and United Power -owned ornamental street lights located in the Town or along the streets adjacent to the Town limits thereof, supplied from United Power's overhead or underground electric distribution system. "Tariff' or "Tariffs" shall mean the any document that contains a pricing structure (inclusive of rates, charges, and service classifications) of which apply to United Power's provision of electric service to its members. "Town" means the Town of Firestone, a Colorado statutory town and municipal corporation, located in Weld County, Colorado, and includes the territory that currently is, or may in the future be, included within the boundaries of the Town of Firestone within Weld County. "Town Manager" means the Town Manager of the Town of Firestone and any agent, representative, officer or employee of the Town designated by the Town Board or the Town Manager to act as the official Town representative with the authority to act on behalf of the Town under this Franchise. "Town Property" refers to Public Utility Easements, and the surface, the air space above the surface and the area below the surface of said easements as well as any other real property interests owned or controlled by the Town or hereafter acquired or held by the Town, which would not otherwise fall under the definition of "Town Streets." "Town Streets" means any Street owned or controlled by the Town. "Traffic Facilities" refers to any Town -owned or authorized traffic signal, traffic signage or other traffic control or monitoring device, equipment or facility, including all associated controls, connections and other support facilities or improvements, located in any streets or other Town property. "Traffic Signal Lighting Service" refers to the furnishing of electricity from United Power's distribution system for use in traffic facilities pursuant to the rules and regulations relating to such service in United Power's Tariffs. "United Power" means United Power, Inc. of Colorado, a Colorado not -for-profit electric cooperative, and its successors and assigns, but does not include its affiliates, subsidiaries, or any other entity in which it has an ownership interest. ARTICLE 2: GRANT OF FRANCHISE 2.1 Grant of Franchise. The Town hereby grants to United Power, for the period specified herein, and subject to the conditions, terms and provisions contained in this Agreement and United Power Rules and Regulations and Tariffs, as may be amended from time to time, a non-exclusive right to furnish, sell and distribute electricity within the Town, to the Town, and to all residents of the Town within United Power's service area as that services area is specified by the CPUC. Subject to the conditions, terms and provisions contained in this Agreement, the Town also hereby grants to United Power a non-exclusive right to acquire, construct, install, locate, maintain, operate, and to access, extend into, within, and through the Town and Town Property, all Facilities reasonably necessary to furnish, sell and distribute Electricity within the Town, and as may be necessary to carry out the terms of this Agreement; subject to the Town's prior right of usage for and subject to the Town's reasonable exercise of the police powers including, but not limited to, zoning, subdivision, permit, and building code requirements. These rights shall extend to all areas of the Town and Town Property within United Power's Service Area as specified by the CPUC, as the Town is now constituted, and to additional areas as the Town may increase in size by annexation or otherwise in said service area. The Town and United Power do not waive any of their rights under the statutes and Constitution of the State of Colorado and the United States, except as otherwise specifically set forth herein. The rights granted in this Franchise will include the right to provide non-exclusive Street Lighting Service and non-exclusive Traffic Signal Lighting Service to the Town, for which the Town will pay in accordance with its agreement with United Power or its established Rules and Regulations and Tariffs. These rights shall extend to all areas of the Town within United Power's Service Area, as it is now constituted, and to additional areas as the Town may increase in size by annexation or otherwise within United Power's Service Area. 2.2 Effective Date and Term of Franchise. This Franchise shall be effective as of the effective date of the ordinance adopting the same and shall supersede any prior franchise grants to United Power by the Town, and shall supersede the provisions of Article _, Chapter _ of the Municipal Code of the Town of Firestone. The term of the Franchise shall be twenty (20) years unless extended by mutual agreement of the Parties. This Franchise is not intended to revoke any prior Private Easement, license, grant, or right to use the Streets or other Town Property and such licenses, grants or rights of use are hereby affirmed. Such rights shall hereafter be governed by the terms of this Franchise. Any events occurring prior to the effective date of this Agreement shall be construed under the agreement in place as of the date of any such event except that any provisions relating to under -grounding of distribution lines shall be construed under this Agreement. All under -grounding fund balances in existence and work -in -process on the date this Franchise Agreement becomes effective shall carry forward unaffected by this transition and as provided generally herein. This Franchise may be extended for an additional five-year term upon the same terms and conditions as set forth in this Agreement after written acceptance of both parties for the extension. 2.3 Financial Responsibility. (A) United Power shall submit to the Town certificates of insurance to demonstrate that United Power has the following insurance coverage to meet its obligations under the Franchise Agreement: worker's compensation insurance, comprehensive general liability and automobile liability insurance. The Town shall be listed as an additional listed insured for the comprehensive general liability insurance. United Power shall continuously maintain such coverage during the term of the Franchise, and the certificates of insurance shall be kept current by annual revisions as of January 1 during the term of the Franchise. The Town reserves the right to request and receive a copy of an insurance certificate(s) from United Power's insurers, demonstrating the placement of the coverage required hereunder. The Town may require, from time to time, and United Power agrees to provide, additional reasonable funding of United Power's indemnification obligations as a self -insured, if United Power is acting as a self - insured. Nothing herein contained shall create any right in any third party or cause the Town to be liable to any party for a failure so to act. (B) The parties hereto understand and agree that the Town, its officers, and its employees are relying on, and do not waive or intend to waive by any provision of this Franchise Agreement, the monetary limitations or any other rights, immunities, and protections provided by the Colorado Governmental Immunity Act, § 24-10-101, et seq., C.R.S., as from time to time amended, or otherwise available to the Town, its officers, or its employees. (C) The Town agrees to list United Power as an additional listed insured on the Town's insurance policies, and to cover any claims by any person or entity for injuries (including death) to persons or damage to property, including theft, resulting in whole or in part from the acts or omissions of the Town, its trustees, employees, agents, contractors, and subcontractors, or in connection with or based upon a violation of applicable Federal, state or local laws by the Town, and related to the Facilities and operations described in this Franchise Agreement. 2.4 Notice of Boundary Changes. (A) United Power will provide the Town with a map defining the current United Power service area within the Town within thirty (30) days of the execution of this Agreement. (B) United Power will notify the Town within thirty (30) days of any changes in boundaries of United Power service area in the Town. Such notice will be in written form addressed to the Town Manager. (C) Pursuant to the processes outlined in C.R.S. Section 31-12-101, et. seq. the Town will notify United Power of all proposed annexations to the Town. 2.5 Conditions, Limitations and Exclusions. (A) The right to use and/or occupy Town Streets and other Town Property for the purposes set forth herein is not, and shall not be deemed to be an exclusive Franchise, and the Town reserves the right to itself to make or grant a similar use of Town Streets and other Town Property to any other person, firm or corporation. The right to make reasonable use of Town Streets and other Town Property to provide electric service to the Town and its residents under the Franchise is subject to and subordinate to any Town usage of Town Streets or other Town Property. (B) Nothing contained in this Franchise shall be construed to authorize United Power to engage in any activities requiring a license or permission from the Town other than the provision of Electricity without first obtaining such license or permission. This Agreement does not grant United Power the right, privilege or authority to engage in the cable television business, but does not prohibit joint use agreements between United Power and cable television companies or other business for the shared use of Facilities. Any such joint use or similar agreements entered into by United Power shall be consistent with United Power's obligations and responsibilities under this Franchise, including inserting provisions that require any joint user of an above ground Facility be required to bear their costs of relocating such facility under- ground where United Power converts its shared above ground Facilities to an under -ground facility. (C) This Agreement does not grant United Power the right, privilege or authority to use or occupy any land currently designated as parks, park land or open space of the Town or which may in the future be so designated except to the extent United Power is currently using or occupying said parks, park land or open space and as otherwise authorized in writing by the Town. United Power shall not expand its use or occupancy of said parks, park land or open space except by specific written authorization of the Town; provided, however, that nothing herein contained shall limit or restrict United Power's right to maintain, renovate, repair or replace any Facilities currently occupying said parks, park land or open space, subject to the conditions set forth in this Franchise. The Town may require removal, relocation, or under -grounding of Facilities from any parks, park land or open space subject to conditions set forth herein. 2.6 Police Powers. (A) The Town retains the following rights in regard to this Franchise: (1) To use, control and regulate, through the exercise of its police power, Town Streets, Public Utility Easements and other Town Property, including the air above and space beneath them. (2) To impose such other regulations as may be determined by the Town Board to be necessary in the exercise of its police power to protect the health, safety, welfare and convenience of the public. (B) United Power expressly acknowledges the Town's right to adopt, from time to time, in addition to the provisions contained herein, such laws, including ordinances and regulations, as it may deem necessary in the exercise of its governmental powers. If the Town considers making any substantive changes in its local codes or regulations that in the Town's reasonable opinion will significantly impact United Power's operations in the Town's Streets and other Town property, it will make a good faith effort to advise United Power of such consideration; provided, however, that lack of notice shall not be justification for United Power's non-compliance with any applicable local requirements. United Power expressly acknowledges the Town's right to enforce regulations concerning United Power's access to or use of the Streets and other Town property, including requirements for permits. (C) United Power shall comply with all laws, regulations, permits, and orders enacted by the Town that are applicable to United Power's provision of electric service within the Town. 2.7 Payment of Expenses in Relation to Ordinance. United Power shall pay for reasonable expenses incurred in publication of notices and ordinances related to activities or changes under this Franchise that are requested by United Power. Any changes requested by the Town shall be paid by the Town. 2.8 Continuation of Utility Service. In the event this Franchise is not renewed at the expiration of its term or is terminated for any reason, and the Town has not provided for alternative utility service, United Power will not remove any United Power Facilities pending resolution of the disposition of the system, or portions thereof, and shall continue to provide, and be paid for at current rates, electric service within the Town until the Town arranges for utility service from another provider. United Power further agrees that it will not withhold any continued interim electric services necessary to protect the public. The Town agrees that in the circumstances of this Section 2.8, United Power shall be entitled to monetary compensation as provided in United Power's Rules and Regulations and Tariffs on file with the United Power Board and United Power shall be entitled to collect from residents and shall be obligated to pay the Town, at the same times and in the same manner as provided in the Franchise, an aggregate amount equal to the amount which United Power would have paid as a franchise fee as consideration for the continued interim use of the Town Streets. Only upon receipt of written notice from the Town stating that the Town has adequate alternative electric service for residents and upon order of the CPUC or Board shall United Power be allowed to discontinue the provision of electric service to the Town and its residents. United Power will be compensated through the agreed upon final date of interim electric service provided by United Power. ARTICLE 3: FRANCHISE FEE 3.1 Franchise Fee. Inconsideration for the grant of this Franchise, United Power shall pay the Town a sum equal to three percent (3%) of all Revenues received from the sale of Electricity. Payment of the franchise fee shall not exempt United Power from any lawful taxation upon its property or sales, except as set forth in 3.4 and 3.5 below. All amounts paid to United Power by the Town for use of Electricity by any of its departments shall be excluded from computation of the franchise fee. 3.2 Surcharge of Franchise Fee. United Power may collect this fee by adding a surcharge not to exceed the franchise fee upon all Town residents that use Facilities of United Power in the Town to obtain electrical service. 3.3 Electric Service Provided to the Town. No franchise fee shall be charged to the Town for electric service provided to the Town for its own consumption, including Street Lighting Service and Traffic Signal Lighting Service 3.4 Franchise Fee Payment in Lieu of Certain Taxes and Other Fees. The Town accepts payment of the franchise fee by United Power in lieu of any occupation tax, occupancy tax, license tax, or similar tax or fee the Town might charge United Power or its subcontractors for the privilege of doing business in the Town or for the use or occupation of Public Utility Easements, Town Streets, or other Town Property for the furnishing of Electricity. 3.5 Franchise Fee Payment Not In Lieu of Permit or Other Fees. Notwithstanding the provisions of 3.4, payment of the franchise fee does not exempt United Power from any other lawful tax or fee imposed generally upon persons doing business within the Town, including by way of illustration, any fee for a street closure permit, an excavation permit, a street cut permit, or other lawful permits hereafter required by the Town. The Parties agree, however, that when such permits are necessary for work requested by the Town, on behalf of the Town, or for Town -projects within the Town, Town Street permit fees will be waived for United Power for such projects. 3.6 Payment Schedule. Unless otherwise specifically provided herein, payment of the franchise fee accruing after the effective date of this Agreement shall be made in monthly installments not more than twenty (20) days following the close of the month for which payment is to be made for the franchise fees resulting from the sale of Electricity. Initial and final payments shall be prorated for the portions of the months at the beginning and end of the term of this Agreement. All payments shall be made to the Town in care of the Director of Finance. All payments shall be accompanied by an accounting detailing how the payment amount was calculated, which accounting shall include a statement of those amounts of money that United Power billed for the sale of Electricity; and showing the net taxable amount and the franchise fees billed. 3.7 Audit of Franchise Fee Payments. (A) If requested by the Town, every three (3) years commencing at the end of the third year of this Franchise, United Power shall conduct an internal audit to investigate and determine the correctness of the franchise fee paid to the Town. Such audit shall be limited to the previous three (3) calendar years. If requested, United Power shall provide a written report to the Town Manager containing the audit findings regarding the franchise fee paid to the Town for the previous three (3) calendar years. (B) If the Town disagrees with the results of the audit, and if the Parties are not able to informally resolve their differences, the Town may conduct its own audit at its own expense, and United Power shall cooperate fully, including but not necessarily limited to, providing the Town's auditor with all information reasonably necessary to complete the audit. If the results of a Town audit conducted pursuant to Section 3.7 concludes that United Power has underpaid the Town by three percent (3%) or more, in addition to the obligation to pay such amounts to the Town, United Power shall also pay all costs of the audit. Errors arising solely from customer addresses inadvertently not identified as located within the municipal boundaries of the Town shall not be included in determining the error rate unless the Town has provided specific detailed written notice to United Power that such location address is within the municipal boundaries of the Town. (C) Either Party may challenge any written notification of error as provided for in this Section 3.7 of this Franchise by filing a written notice to the other Party within thirty (30) days of receipt of the written notification of error. The written notice shall contain a summary of the facts and reasons for the Party's notice. The Parties shall make good faith efforts to resolve any such notice of error before initiating any formal legal proceedings for the resolution of such error. (D) In addition to the three (3) year audit provided above, the Town Manager, or official Town representative, shall have access to the metering records of United Power during normal business hours upon reasonable notice for the purpose of auditing to ascertain that the franchise fee has been correctly computed and paid. All information obtained by the Town Manager during a franchise fee audit shall be kept confidential and shall be utilized for the sole purpose of verifying that the franchise fee has been correctly computed and paid. (E) In the event the Town determines after written notice to United Power that United Power is liable to the Town for payments, costs, expenses or damages of any nature, and subject to the United Power's right to challenge such determination, the Town may deduct all monies due and owing the Town from any other amounts currently due and owing United Power. Upon receipt of such written notice, United Power may request a meeting between the United Power's designee and a designee of the Town Manager to discuss such determination. As an alternative to such deduction, the Town may bill United Power for such assessment(s), in which case, United Power shall pay each such bill within thirty (30) days of the date of receipt of such bill. If the United Power challenges the Town determination of liability, the Town shall make such payments pursuant to the United Power's tariffs until the challenge has been finally resolved. 3.8 Contract Obligation. This Franchise Agreement constitutes a valid and binding agreement between United Power and the Town. In the event that the franchise fee specified in this Agreement is declared illegal, unconstitutional or void for any reason by final judgment of any court (or other proper authority), United Power shall be contractually bound to pay monthly fees to the Town in an aggregate amount that would be equivalent to the amount which would have been paid by United Power as a franchise fee hereunder as consideration for use of the Town Streets and other Town property. 3.9 Payment of Taxes and Fees. United Power shall pay and discharge as they become due, promptly and before delinquency, all taxes, assessments, rates, charges, license fees, municipal liens, levies, excises, or imposts, whether general or special, or ordinary or extra ordinary, of every name, nature, and kind whatsoever, including all governmental charges of whatsoever name, nature, or kind, which may be levied, assessed, charged, or imposed, or which may become a lien or charge against this Agreement ("Impositions"), provided that United Power shall have the right to contest any such Impositions and shall not be in breach of this section so long as it is actively contesting such Impositions. The Town shall not be liable for the payment of taxes, late charges, interest or penalties of any nature other than pursuant to applicable Tariffs on file and in effect from time to time with the United Power Board. ARTICLE 4: ADMINISTRATION OF FRANCHISE 4.1 Supervision. (A) Town Designee. The Town Manager, or the Manager's designated representative, is hereby designated the official of the Town having full power and authority to take appropriate action for and on behalf of the Town and its inhabitants to enforce the provisions of this Franchise and to investigate any alleged violations or failures of United Power to comply with the provisions hereto or to adequately and fully discharge its responsibilities and obligations hereunder. The failure or omission of said official Town representative to so act shall not constitute any waiver or estoppel nor limit independent action by other Town officials. The Town Manager may also designate one or more Town representatives to act as the primary liaison with United Power as to particular matters addressed by this Franchise and shall provide United Power with the name and telephone numbers of said Town representatives. The Town may change these designations by providing written notice to United Power. The Town's designee shall have the right, at all reasonable times, to inspect any United Power Facilities in Town Streets. (B) United Power Designee. United Power shall designate a representative to act as the primary liaison with the Town and shall provide the Town with the name, address, and telephone number for United Power's representative under this Franchise. United Power may change its designation by providing written notice to the Town. The Town shall use this liaison to communicate with United Power regarding electric service and related service needs for Town Facilities. Generally speaking, United Power key account and member relations, as well as government relation's representatives, will engage with the Town concerning the Agreement. (C) In order to facilitate such duties of the said official Town representative, United Power agrees as follows: (1) To allow said official Town representative or his designee reasonable access to United Power's Facilities that are directly used to serve the Town of Firestone, and that said Town official may make and supervise tests to determine the quality of the electric service supplied to members of United Power within the municipal boundaries of the Town of Firestone. Access to United Power Facilities described in this paragraph and 4.1(C)(2) shall be on an "appointment made" basis during normal business hours. The Town official(s) provided access shall be accompanied by at least one employee of United Power of its choosing. The Town official(s) shall comply with all United Power requirements for such access, and particularly safety requirements. For safety reasons, United Power shall have the right to designate — at its sole discretion — the method, means, and timing of such access, which access United Power can terminate or deny at its discretion. (2) To grant said official Town representative or his designee reasonable access to the books and records of United Power, insofar as they narrowly relate to relevant matters covered by this Franchise only, upon advance appointment made during normal business hours. (3) To provide said Town official with such reasonable reports containing or based on information readily obtainable from United Power's books and records as the Town may from time to time reasonably request with respect to the electric service supplied under this Franchise. (4) To meet as requested with said official Town representative to share information useful in coordinating management, operation, and repair of the Facilities of United Power and the operations and property of the Town. 4.2 Coordination of Work. (A) United Power agrees to meet with the Town's designee upon a reasonable written request for the purpose of reviewing, implementing, or modifying mutually beneficial procedures for the efficient processing of United Power bills, invoices and other requests for payment. (B) United Power agrees to coordinate its activities in Town Streets and on other Town Property with the Town. With the exception of requests under Articles 6 and 8 that require more advance notice as well as more frequent meetings, the Town and United Power will meet annually upon the written request of the Town designee to exchange their respective short-term and long-term forecasts and/or work plans for construction and other similar work which may affect Town Streets and other Town Property. The Town and United Power shall hold such meetings as either deems necessary to exchange additional information with a view towards coordinating their respective activities in those areas where such coordination may prove beneficial and so that the Town will be assured that all provisions of this Franchise, building and zoning codes, and air and water pollution regulations are complied with, and that aesthetic and other relevant planning principles have been given due consideration. 4.3 Examination of Records. The Parties agree that any duly authorized representative of the Town and United Power shall have access to and the right to examine any directly pertinent non -confidential books, documents, papers, and records of the other Party involving any activities related to this Franchise. All such records must be kept for a minimum of four (4) years from their date of creation, and then may be, at the option of their holder, appropriately disposed of. To the extent that either Party believes in good faith that it is necessary in order to monitor compliance with the terms of this Franchise to examine confidential books, documents, papers, and records of the other Party, the Parties agree to meet and discuss providing confidential materials including, but not limited to, providing such materials subject to a reasonable confidentiality agreement which effectively protects the confidentiality of such materials. ARTICLE 5: REPORTS 5.1 Reports of United Power Operations. United Power will submit reasonable financial and operating reports containing or based on information available from United Power's books and records annually to the Town and other reports the Town may from time to time reasonably request with respect to the operations of United Power under this Franchise only, provided that such information can be provided at a reasonable cost to the Town. Such reports shall be marked "CONFIDENTIAL" by United Power and the Town shall keep the reports as confidential and not subject to public inspection, except as otherwise required by law. Such form of reports may be changed from time to time as mutually agreed between the Town and United Power. 5.2 Annual Reports. United Power will provide the Town on or before May 1 of each year beginning, for the preceding calendar year, after the effective date of this Franchise: (A) United Power's then modified debt service calculation; (B) A report of margins collected by United Power; and (C) Short-term (three years or less) and long-term (over three years) plans for all major known capital improvements, construction and excavation within the Town or affecting service to the Town and its residents. 5.3 Requested Reports. Upon a reasonable request by the Town, United Power will provide the Town: (A) A list of real property and leasehold interests in real property owned by United Power within the municipal boundaries of the Town, for the purpose of calculating property taxes; (B) A map (paper or electronic copy) indicating the major location of United Power Facilities within and contiguous of the municipal boundaries of the Town of Firestone; (C) A report regarding the reliability indexes of United Power's electric service; (D) A list of all Town electrical accounts and account numbers and items metered; and/or, (E) A list of street lights in the Town energized by United Power. 5.4 Copies of Tariffs and Regulatory Filings. All United Power Rules, Regulations and Tariffs are publicly available on the United Power website. Town acknowledges that United Power is a not -for-profit electric cooperative formed primarily to distribute electrical energy, and its utility rates are not subject to regulation by the CPUC and are largely determined by the cost of acquiring electric power from its supplier(s). ARTICLE 6: SUPPLY, CONSTRUCTION AND DESIGN 6.1 Adequate Supply at Lowest Reasonable Cost. United Power will work with its wholesale power suppliers to take all reasonable and necessary steps to ensure an adequate supply of Electricity to United Power's members at the lowest reasonable cost consistent with long term supply reliability. 6.2 Service Reliability. (A) United Power will operate and maintain United Power Facilities efficiently and economically and in accordance with general utility practices and consistent with the provision of adequate, safe, and reliable electric service. United Power recognizes and agrees that, as part of its obligations and commitments under this Franchise, United Power shall carry out each of its performance obligations in a timely, expeditious, efficient, economical, and workmanlike manner. (B) United Power shall be excused from the performance of its obligations hereunder, to the extent that performance of said obligations are delayed due to: failure of high voltage transmission Facilities needed to serve the Town which are beyond United Power's responsibility and control including, but not limited to, strikes; acts of public or private enemies; war; order of military authority; anarchy; insurrections; riots; effects, results, and/or consequences of epidemics and/or pandemics; meteorological; stellar; weather; tornadoes; landslides; earthquakes; floods; any Act of God; or any other reason beyond United Power's control. Notwithstanding the foregoing, if the supply of Electricity should be interrupted due to any circumstance beyond United Power's control, United Power will take all necessary and reasonable actions to restore such supply at the earliest practicable time. 6.3 Planned Outage. If the supply of Electricity to members should be interrupted due to a planned outage, except cases of emergency outage repair, United Power shall notify, consistent with the provisions of Section 6.6, its members as soon as practical in advance of the planned outage. United Power agrees that it will in good faith try to contact all members at least forty-eight (48) hours prior to a planned outage. 6.4 Compliance with Town Requirements/Cooperation in Long Term Planning. Representatives of the Town and United Power will meet annually to discuss annual and long-term planning for capital improvement projects contemplated by each within the Town. United Power will include within its capital improvement projects the plans of the Town relating to same. The Parties will exchange reports regarding annual and long-term planning for capital improvement projects with descriptions of construction activities including, to the extent known, the timing and method of construction. Additionally, the Town agrees, if feasible, to provide United Power with at least one (1) year advance written notice for any project that requires United Power to budget or allocate capital, including but not limited to allocation of Underground Facilities or requests for Relocation of United Power Facilities, including as contemplated by Article 6.9 and Articles 8.3 and 8.4. The Town will endeavor to submit its notice together with the currently available design documents and scope of work, even if such materials are in draft or preliminary form. United Power shall use these draft materials solely for the purpose of preparing an internal, preliminary budget to support long range capital planning. 6.5 Excavation, Construction Related to Maintenance and Repair Work. United Power will be responsible for obtaining, paying for, and complying with all applicable permits including, but not limited to, excavation, street closure and street cut permits, in the manner required by the laws, ordinances, and regulations of the Town. All construction, excavation, maintenance and repair work done by United Power will be done in a timely manner, which minimizes inconvenience to the public and individuals. When United Power does any work in or affecting the Town Streets, it will, at its own expense, promptly remove any obstructions there from and restore such Town Streets or other Town Property to a condition that meets applicable Town standards. If weather or other conditions do not permit the complete site restoration for work done pursuant to this Section, United Power may, with the approval of the Town, temporarily restore the affected Town Streets or other Town Property, provided that such temporary site restoration is at United Power's sole expense and provided further that United Power promptly undertakes and completes any necessary permanent site restoration when the weather or other conditions no longer prevent such permanent restoration. All site restoration work under this section will be subject to inspection by the official Town representative and compliance by United Power with reasonable remedial action required by said official pursuant to inspection and left in equivalent or better conditions as found. Upon the request of the Town, United Power will restore the Town Streets or other Town Property to the same condition they existed prior to United Power undertaking the work, or improve them to a better condition, if reasonably achievable, provided that the Town shall be responsible for any incremental costs incurred by United Power to improve the Town Streets or other Town Property. If United Power fails to promptly restore the Town Streets or other Town Property as required by this Section, and if, in the reasonable discretion of the Town, immediate action is required for the protection of public health and safety, the Town may, upon giving reasonable notice to United Power that is commensurate with the danger posed, restore such Town Streets or other Town Property or remove the obstruction therefrom; provided, however, that such Town actions do not unreasonably interfere with United Power Facilities. United Power shall be responsible for the actual cost incurred by the Town to restore such Town Streets or other Town Property or to remove any obstructions therefrom. In the course of its restoration of Town Streets or other Town Property under this Section, the Town shall not perform work on United Power Facilities unless specifically authorized by United Power in writing on a project by project basis and subject to the terms and conditions agreed to in such authorization. 6.6 Outages and Restoration of Service. (A) Member Notification. Upon a reasonable request by the Town, United Power will provide annually to the Town Manager a written protocol that addresses the process for member notification of preplanned power outages, including the specific provisions to be included in the notice, the estimated time for restoration, the manner by which such notice will be provided, and the contact names and telephone numbers associated therewith. (B) Town Notification. United Power will provide to the Town daytime and nighttime telephone numbers of a designated United Power representative from whom the Town designee may obtain status information from United Power on a twenty-four (24) hour basis concerning interruptions of Electricity in any part of the Town. (C) Restoration. In the event United Power's electric system, or any part thereof, is partially or wholly destroyed or incapacitated, United Power will use due diligence to restore such systems to satisfactory service within the shortest practicable time, or provide a reasonable alternative to such system if United Power elects not to restore such system. 6.7 Installation and Maintenance of United Power Facilities. (A) United Power Facilities. Except for emergencies, the construction, excavation, installation, maintenance, renovation, repair and replacement of any Facilities by United Power within the municipal boundaries of the Town will be subject to permitting, inspection and approval of locations by the official Town representative. Such regulation shall include, but not be limited to, the following matters: location of Facilities in the Town Streets and other Town Property; disturbance and reconstruction of pavement, sidewalks and surface Town Streets and other Town Property. All United Power Facilities will be installed so as to cause a minimal amount of interference with such property. United Power Facilities will not interfere with any Town - owned or controlled utility, transportation or telecommunications infrastructure, parks, or any other municipal use of the Town's Streets or other Town Property, except to the extent the Town agrees through the permit process. United Power will erect and maintain its Facilities in such a way as to minimize interference with trees and other natural features and vegetation. United Power and all its subcontractors will comply with all permitting, local regulations and ordinances. In emergency situations, United Power will, after the fact, comply with permitting and inspection requirements of the Town. United Power will install, repair, renovate and replace its Facilities with due diligence in good and workmanlike manner, and United Power's Facilities will be of sufficient quality and durability to provide adequate and efficient electric service to the Town and its residents. (B) Town Projects. Where United Power performs construction projects requested by the Town, the Town and United Power's system design team will use best efforts to negotiate and develop a mutually acceptable project scope and timeline for completing the work, including but not limited to, project budget, deposits, and (unless a standard process is in place)a process for requesting and approving change orders and invoices during the course of the requested projects, which shall be memorialized in a separate project manual or construction contract if United Power retains a third -party contractor to perform the work. Upon completion of the Town project, United Power will provide a final detailed report to the Town, reconciling the original projected cost estimates, including any approved change orders, to the actual costs incurred in completing the project and will bill the Town for the same. 6.8 Obligations Regarding United Power Facilities. (A) United Power Facilities. All United Power Facilities within Town Streets or other Town Property will be maintained in good repair and condition. (B) United Power Work Within the Town. All work within Town Streets or other Town Property performed or caused to be performed by United Power shall be constructed, maintained and operated in an efficient, timely, safe and business -like manner, while minimizing inconvenience to the public and in a cost-effective manner, which may include the use of qualified contractors, and in accordance with all applicable laws, ordinances, and regulations and provides reasonable protection against injury and damage to persons or property. (C) Permit and Inspection. The installation, renovation, and replacement of any United Power Facilities in the Town Streets or other Town Property by or on behalf of United Power will be subject to permit, inspection and approval by the Town. Such inspection and approval may include, but will not be limited to, the following matters: location of United Power Facilities, cutting and trimming of trees and shrubs, and disturbance of pavement, sidewalks, and surfaces of Town Streets or other Town Property. United Power agrees to cooperate with the Town in conducting inspections and will promptly perform any remedial action lawfully required by the Town pursuant to any such inspection. (D) Re-Energizing/De-Energizing. For all residential and non-residential Electrical Service change -outs, upgrades, new, disconnect/reconnect and like for like replacements to any location within the Town, United Power and all of its contractors shall specifically comply with all applicable Town laws in accordance with Article 7. Further, United Power shall not energize an electrical installation to provide Electrical Service that requires an electrical inspection without first receiving written verification of the completed inspection from a Town building inspector (i.e., a release and "green tag") or written notice from the Town's Buildings Division authorizing temporary service or that the installation has been deemed to be an Emergency in accordance with applicable state and local laws. Where United Power has energized electrical installations for locations within the Town without an electrical permit inspection, the Town's chief building official will immediately notify United Power of a request to disconnect. If such official cannot reach United Power within three (3) hours to confirm the disconnect, a trained and qualified certified journey lineman, at the Town's sole risk and expense, may disconnect Electrical Service to such installations. In the event of an Emergency or public health and safety risk, the Town may perform the disconnect immediately, using a trained and qualified certified journey lineman, at the Town's sole risk and expense, notifying United Power as soon as reasonably practicable. The Town acknowledges the inherent risk and hazards such actions could take without engagement and action by United Power. United Power shall not reintroduce power to any property within the Town for which Electrical Service has been turned off or de -energized for a period of one year or greater, unless the reintroduction is first approved by a Town building inspector. (E) Increase in Voltage. (I) Customer Notification. United Power will use best efforts to notify affected members if there will be facility changes that result in a material increase in voltage of the service to such members. (2) Town Facilities. United Power will reimburse the Town for the reasonable and necessary cost of upgrading the electrical system or facility of any Town building or facility that uses electric service where such upgrading is caused or occasioned by United Power's decision to increase the voltage of delivered electrical energy; unless such change is caused by, requested, or mandated by the Town, in which case the Town shall reimburse United Power for any reasonable costs United Power incurs in relation to such upgrading. (F) As -Built Drawings. Upon reasonable written request of the Town designee, United Power will provide within thirty (30) days of the request, as -built drawings of any United Power Facility installed within the Town Streets or contiguous to the Town Streets. As used in this section, as - built drawings refers to the Facility drawings as maintained in United Power's geographical information system or any equivalent system. United Power will not be required to create drawings that do not exist at the time of the request. 6.9 Relocation of United Power Facilities. The Parties understand that situations may arise when Relocation of United Power Facilities is necessary for certain Town purposes as set forth in (A) below. The Party that bears the cost of such Relocation is set forth in (B) below. The processes with respect to a requested Relocation are set forth in (C) below. (A) Relocation Triggers: The Town may request Relocation upon the reasonable determination that such Relocation is necessary for any of the following purposes: (i) the construction, repair, maintenance, improvement or use of a Town Street or Town Property; (ii) because United Power's Facility is interfering with or adversely affecting proper operation of street lights, traffic signals, governmental communications networks or other Town Property; (iii) because United Power's Facility conflicts with the design or implementation of a Public Project; (iv) for the reasonable exercise of the Town's police power to regulate the health, safety, or welfare of its community. (B) Scope and Cost of Obligation. United Power's obligation to perform a Relocation at its sole cost and expense shall not apply in the following circumstances: (i) where United Power's Facilities fall within a Private Easement or have been installed on private land or within a Private Utility Easement that predates the Town's acquisition of a wider and longer right-of- way that now includes the United Power Facility(ies); (ii) where the Town requires the Relocation of a United Power Facility that exclusively provides service to Town -owned or Town -operated buildings or structures; or (iii) where the Relocation is a prerequisite to approval of a private development or (iv) where the Relocation primarily benefits a non - franchise jurisdiction or entity not served by United Power. To the same extent as such expenses would be the responsibility of any other customer of United Power, if, pursuant to this Section 6.9(B), the Town requires the Relocation of a United Power Facility, then United Power shall be entitled to reimbursement of its Relocation costs. (C) Coordination and Relocation Request Process. (1) Informal Notice. The Town will notify United Power via email when it is becomes aware of a project or condition that may reasonably constitute a triggering event requiring a Relocation. Following such notice, the Parties shall engage in good -faith, informal communication to exchange available information regarding the anticipated scope, timing, and nature of the potential Relocation. Informal notice and communications under this subsection are non -binding and shall not be deemed a formal request for Relocation. (2) Town Notice Requesting Proposed Alternatives or Modifications ("RPA"). Where design of a project has progressed to the point where the Town can determine, in its sole discretion, that issuance of a Relocation Request Notice to United Power under (C)(3) is likely, the Town shall first provide United Power with a written Request for Proposed Alternatives or Modifications ("RPA"). The RPA shall identify the known or anticipated facility conflicts and shall establish a date and time, not more than ten (10) days after issuance of the RPA, for the Parties to meet and confer in good faith. The meet -and -confer shall be limited to discussion of the following, to the extent applicable: (a) the identification of the United Power Facility conflict(s); (b) the feasibility of adjusting project design requirements, drawings and/or specifications to avoid or minimize the effect of the conflict; (c) whether United Power can implement measures other than Relocation to mitigate or avoid the conflict(s); (d) United Power's proposed changes or modifications to the project design requirements, drawings and/or specifications; and (e) means and methods to accomplish the Relocation work. If, as a result of the meet -and -confer, United Power proposes modifications to the Town's project design, United Power shall submit such proposal, including construction drawings, plans, and specifications, no later than forty- five (45) days after the meet -and -confer. All drawings and documents shall be stamped and signed by a licensed professional engineer. Within thirty (30) business days after receipt of United Power's complete submittal, the Town shall notify United Power whether the proposed modification is acceptable and shall identify any costs or expenses the Town would incur as a result of implementing the modification. United Power shall have thirty (30) business days after receipt of the Town's notice to accept the proposed modification and associated costs in writing. Upon acceptance, United Power shall promptly reimburse the Town for the identified costs in accordance with the Town's invoice. If United Power does not timely accept the proposed modification and associated costs, or if the Town rejects United Power's proposed modification, the Town shall have no further obligation to modify its project design, and the Town may proceed with the Relocation Request Notice process under subsection (3). (3) Formal Request for Relocation. After completing the steps above, the Town may issue a Relocation Request Notice to United Power. The Relocation Request Notice shall identify the project necessitating the Relocation, describe the Facilities to be relocated, explain the reasons for the Relocation, and specify the requested timing for such Relocation. The notice shall be accompanied by the most detailed Application for Service then in effect and available on United Power's website. If any such United Power Facilities subject to the Relocation Request Notice contain a 34 kV or greater line, the Town's Relocation Request Notice shall include a detailed basis for the Town's determination that such Relocation is necessary for any of the purposes set forth in Section 6.9 A (i) through (iv), above. (D) Completion of Relocation. (1) United Power shall complete any such Relocation not later than one hundred and eighty (180) days after receiving the applicable Relocation Request Notice. If, however, the Relocation cannot feasibly be completed within such time period, considering all relevant factors, including without limitation, the nature and voltage of the applicable United Power Facility, the scope of the work involved in such Relocation, equipment lead times and supply chain constraints, easement options, and any governmental or regulatory approvals required in connection therewith, the Town and United Power shall, as soon as is reasonably possible after United Power's receipt of the applicable Relocation Request Notice, coordinate and cooperate with one another to develop a mutually agreeable comprehensive relocation plan, consisting of utility design plans, utility construction work documents, proposed relocation site(s); scheduling, costs of relocation, and determining the responsible party for the costs of relocation. Then, Town and United Power shall, as soon as is reasonably possible, enter into a project -specific utility relocation agreement to accomplish and implement the agreed -upon relocation plan. Upon mutual approval of any proposed utility relocation agreement, United Power shall undertake and complete relocation of its Facilities in accordance with the agreed -upon utility relocation agreement. Any revision by the Town of all service application submittal requirements provided to United Power that causes United Power to substantially redesign and/or change its plans regarding facility Relocation shall be deemed good cause for a reasonable extension of time to complete the Relocation. (2) United Power and the Town recognize that all time limits for completing a Relocation as stated in this Agreement or the applicable project -specific utility relocation agreement are of the essence, and agree that Article 15.3 may be triggered in the event Relocation is not completed in accordance within this Article, subject to any extensions of time provided for by written agreement, which shall be not be unreasonably withheld. Furthermore, if United Power fails to comply with this relocation provision, the Town has the option to: (a) revoke United Power's franchise until the requested Relocation is completed; or (b) Relocate the Facilities at the United Power's sole cost and expense, without further notice to United Power. (3) Once United Power has relocated a United Power Facility at the Town's request, any additional relocation of that same facility requested by the Town within two (2) years will not be at United Power's expense. This limitation shall not apply if the subsequent Relocation is required to address a significant public safety concern— or to respond to a force majeure event arising after the initial Relocation, including severe weather, natural disasters, or other unforeseen events that could not have been anticipated in the Town's original scope that materially affect site conditions. This limitation also shall not apply if the subsequent Relocation is necessary to comply with applicable state or federal highway authority design guidelines, including requirements related to roadway clearance, setbacks, or right-of-way use. At all times, the Town and United Power will work to minimize, best it can, expenses to either party. (E) Private Projects. United Power shall not be responsible for the expenses of any relocation required by the Town's direct or indirect assistance for private projects, or projects proposed by non -franchise parties, and United Power has the right to require the payment of estimated relocation expenses from the affected private party before undertaking such relocation. (F) Completion. Each such Relocation shall be deemed complete only when United Power actually relocates the United Power Facilities, restores the relocation site in accordance with this article of this Franchise or as otherwise agreed with the Town, and removes from the site or properly abandons on site all unused Facilities, equipment, material and other impediments. (G) Underground Relocation. Underground Facilities shall be relocated underground. Above ground Facilities shall be placed above ground unless United Power is paid for the incremental amount by which the underground cost would exceed the above ground cost of relocation, or the Town requests that such additional incremental cost be paid out of available funds under Article 8 of this Franchise, to the extent those funds still remain and are relevant under this Agreement. (H) Coordination. When requested in writing by the Town or United Power, representatives of the Town and United Power shall meet to share information regarding anticipated projects which will require relocation of United Power Facilities in Town Streets or other Town Property. Such meetings shall be for the purpose of minimizing conflicts where possible and to facilitate coordination with any timetable requested by the Town for the relocation. 6.10 Service to New Areas. If, during the term of this Franchise, the municipal boundaries of the Town are expanded within United Power's Service Area, United Power shall extend service to residents of the newly incorporated areas, and United Power shall be paid therefor, in accordance with United Power's extension policy set forth in its Tariffs at the earliest practicable time. Service to annexed areas shall be in accordance with the terms of this Franchise Agreement, including payment of franchise fees as defined in Section 3.1 of this Franchise. 6.11. New or Modified Service to Town Facilities. In providing new or modified electric service to Town facilities, United Power agrees to perform as follows: (A) Performance. United Power will complete each project requested by the Town within a reasonable time. The Parties agree that the scope of work, material lead times, and right -of way issues will factor into what constitutes a reasonable time. That said, United Power will use best efforts not to exceed one hundred eighty (180) days from the date upon which the Town designee makes a written request and provides all service application submittal requirements as described in this section. United Power shall be entitled to an extension of time to complete a project where United Power's performance was delayed due to a cause that could not be reasonably anticipated by United Power or is beyond its reasonable control, after exercise of best efforts to perform, including but not limited to fire, strike, war, riots, acts of governmental authority, acts of God, forces of nature, judicial action, unavailability or shortages of materials or equipment and failures or delays in delivery of materials, or other causes described in 6.2(B) above. Upon request of United Power, the Town designee may also grant United Power reasonable extensions of time for good cause shown and the Town shall not unreasonably withhold any such extension. (B) Town Revision of Supporting Documentation. Any revision by the Town of supporting documentation provided to United Power that causes United Power to substantially redesign and/or change its plans regarding new or modified service to Town Facilities shall be deemed good cause for a reasonable extension of time to complete the relocation under the Franchise. (C) Completion/Restoration. Each such project shall be complete only when United Power actually provides the service installation or modification required, restores the project site in accordance with the terms of the Franchise or as otherwise agreed with the Town and removes from the site or properly abandons on site any unused Facilities, equipment, material and other impediments. 6.12 Modifications to United Power Facilities. United Power will modify United Power Facilities, including manholes and other appurtenances in Town Streets and other Town Property, to accommodate Town street maintenance, repair and paving operations at no cost to the Town. In providing such modifications to United Power Facilities, United Power agrees to perform as follows: (A) Performance. United Power will complete each requested modification within a reasonable time, and depending on the scope of work, will not to exceed sixty (60) days from the date upon which the Town makes a written request and provides to United Power all information reasonably necessary to perform the modification. United Power shall be entitled to an extension of time to complete a modification where United Power's performance was delayed due to a cause that could not be reasonably anticipated by United Power or is beyond its reasonable control, after exercise of best efforts to perform, including but not limited to fire, strike, war, riots, acts of governmental authority, acts of God, judicial action, unavailability or shortages of materials or equipment and failures or delays in delivery of materials, or other reasons as described in 6.2(B) above. Upon request of United Power, the Town may also grant United Power reasonable extensions of time for good cause shown and the Town shall not unreasonably withhold any such extension. (B) Completion/Restoration. Each such modification shall be complete only when United Power actually adjusts United Power Facility to accommodate the Town operations in accordance with Town instructions and, if required, readjusts, following Town paving operations. (C) Coordination. As requested by the Town or United Power, representatives of the Town and United Power shall meet regarding anticipated street maintenance operations which will require such modifications to United Power Facilities in Town Streets or other Town Property. Such meetings shall be for the purpose of coordinating and facilitating performance under this Section. 6.13 Third Party Damage Recovery (A) Damage to United Power Facilities. If any individual or entity damages any United Power Facilities, the Town will notify United Power of any such incident and will provide United Power within a reasonable time all pertinent information within its possession regarding the incident and the damage, including the identity of the individual or entity who/which caused the damage. United Power shall make reasonable efforts to recover the costs for damage to its Facilities from the responsible party. If the responsible party is not or cannot be identified the Town shall reimburse United Power for the costs of any damages to, or repairs needed of, United Power Facilities only to the extent such costs are not already paid by a third party, or otherwise covered under United Power's or the Town's available insurance coverage, if applicable or for which coverage exists. (B) Meeting. United Power and the Town agree to meet periodically, upon written request of either Party, for the purpose of developing, implementing, reviewing, improving and/or modifying mutually beneficial procedures and methods for the efficient gathering and transmittal of information useful in recovery efforts against third parties for damaging United Power Facilities. The Town will also provide, at no cost to United Power or third parties investigating damages to either Town or United Power Facilities, any police reports or other information to identify, prosecute, or seek recovery of damages. 6.14 Technological Improvements. United Power may install future improvements and technological advances to its equipment and service within the Town, at United Power's discretion (but upon reasonable notice to the Town), when such improvements and advances are technologically and economically feasible, and safe and beneficial to the Town. ARTICLE 7: COMPLIANCE 7.1 Town Regulation. The Town expressly reserves, and United Power expressly recognizes, the Town's right and duty to adopt, from time to time, in addition to the provisions herein contained, such provisions, ordinances and rules and regulations ("New Provisions") 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. However, adoption of such new provisions shall not be inconsistent with the provisions in this Agreement. Town shall give United Power 180 days written notice of any provisions, ordinances, rules or regulations which may affect United Power's rights, obligations, and performance hereunder, and shall not implement the same until United Power has the ability to meet and confer with the Town concerning such New Provisions. If the New Provisions alter the Parties' rights, obligations or performance hereunder in any way, the Parties shall meet and confer on either modifying this Agreement or terminating it. 7.2 Compliance with Regulatory Agencies. United Power states that its Facilities will comply with the standards promulgated by all regulatory agencies with jurisdiction over United Power's services. 7.3 Compliance with Local Laws. United Power and all of its contractors will comply with the requirements of all municipal laws, ordinances, regulations, permits, and standards, including but not limited to requirements of all building and zoning codes, and requirements regarding curb and pavement cuts, excavating, digging, and other construction activities. United Power will assure that its contractors working in Town Streets or other Town Property hold the necessary licenses and permits required by law. 7.4 Continued Compliance with Air and Water Pollution Laws. United Power shall use its best efforts to take measures which will result in its Facilities and operations meeting the standards required by applicable Town, county, state, and Federal air and water pollution laws, and laws regulating transportation of hazardous materials. Upon the Town's reasonable request, United Power will provide the Town with a status report of such measures. ARTICLE 8: UNDERGROUND CONSTRUCTION AND OVERHEAD CONVERSION 8.1 New Lines Under -grounded. United Power will place all newly constructed electrical distribution lines underground in accordance with the applicable Town laws, ordinances, regulations and orders, including applicable Colorado building codes as adopted by the Town. 8.2 Conversion of Electrical Lines. United Power agrees to allocate an annual amount, equivalent to one and one-half percent (1-1/2%) of the preceding calendar year's Revenues derived from Residents ("Undergrounding Funds"). These Undergrounding Funds are to be solely utilized for under -grounding United Power's existing overhead electric distribution facilities within the Town and shall be applied toward requests by the Town in accordance with this Article 8. Any unexpended portion of the Undergrounding Funds shall be carried over to succeeding years. In addition, upon written request by the Town (no later than six (6) months prior to the request for an advance), United Power agrees to advance and expend amounts anticipated to be available under this Section 8.2 for up to two (2) years in advance. Any amounts so advanced shall be credited against amounts to be expended in succeeding years or otherwise held as Undergrounding Funds. The Town shall have no vested interest in the Undergrounding Funds and any monies in the Undergrounding Fund not expended at the expiration or termination of this Franchise Agreement shall remain the property of United Power. At the expiration or termination of this Franchise Agreement, United Power shall not be required to underground any existing overhead facilities under this Section 8.2, but may do so in its sole discretion. Furthermore, when the Parties mutually agree that undergrounding of United Power's distribution lines or applicable facilities is no longer applicable, required, necessary or desirable, United Power shall have no obligation to set aside, budget, allocate, or otherwise reserve Undergrounding Funds. Upon written agreement executed by an authorized Town representative and either the Chief Legal Officer or Chief Financial Officer of United Power, any obligation of United Power to budget or account for Undergrounding Funds shall be of no further force or effect and any Undergrounding Funds previously budgeted, escrowed, or otherwise allocated by United Power for undergrounding shall be retained by United Power and handled in accordance with its Rules and Regulations. (A) United Power shall only utilize Undergrounding Funds for projects for which it has received written approval from the Town. Except as provided in Section 6.9(G) no relocation expenses which United Power would be required to expend pursuant to Article 6 of this Franchise Agreement shall be charged to this allocation. United Power shall not withhold approval of the r plans of the Town except where essential for safety, or protection of the operating integrity of United Power's electric system. 8.3 Planning and Coordination of Under -grounding Projects. Consistent with Article 6.4, The Town and United Power shall mutually plan in advance the scheduling of under -grounding projects to be undertaken according to this Article as a part of the review and planning for other Town and United Power construction projects. When the Underground Funds are to be utilized, the Town will endeavor to make requests for work in which Underground Funds are to be used a year in advance of the work occurring. However, the Town's failure to make any such request less than a year in advance shall not restrict the availability of the allocated funds but may contribute to the delay in completion of the project. In addition, the Town and United Power agree to meet, as required, to review the progress of then -current under - grounding projects and to review planned future under -grounding projects. The purpose of such meetings shall be to further cooperation between the Town and United Power to achieve the orderly under - grounding of United Power facilities. At such meetings, the Parties shall review: (A) Undergrounding, including conversions, public projects and replacements which have been accomplished or are underway, together with United Power's plans for additional undergrounding; (B) Public projects anticipated by the Town; and (C) Such meetings shall be held to achieve a continuing program for the orderly under -grounding of electrical lines in the Town. 8.4 Undergrounding Performance. Upon receipt of a written request from the Town, United Power will, to the extent of monies available in the Underground Fund and as otherwise provided herein, underground United Power Facilities — the portion of which can be undergrounded - in accordance with the procedures set forth in this Section 8.4. (A) Performance. United Power will complete each under -grounding project requested by the Town within a reasonable time. Depending on the scope of the requested work, and lead times for equipment to ordered to complete the requested work, United Power will use best practice not to exceed one hundred eighty (180) days from the later of the date upon which the Town designee makes a written request and the date the Town provides to United Power a detailed Application for Service then in effect and available on United Power's website. United Power shall be entitled to an extension of time to complete each under -grounding project where United Power's performance was delayed due to a cause that could not be reasonably anticipated by United Power or is beyond its reasonable control, after exercise of best efforts to perform, including but not limited to, fire, strike, war, riots, acts of governmental authority, acts of God, forces of nature, judicial action, unavailability or shortages of materials or equipment and failures or delays in delivery of materials, or other reasons as set forth in 6.2(B) above. Upon request of United Power, the Town may also grant United Power reasonable extensions of time for good cause shown and the Town shall not unreasonably withhold any such extension. (B) Town Revision of All Service Application Submittal Requirements. Any revision by the Town of all Application for Service submittal requirements provided to United Power that causes United Power to substantially redesign and/or change its plans regarding an undergrounding project shall be deemed good cause for a reasonable extension of time to complete the under -grounding project under the Franchise. (C) Completion/Restoration. Each such undergrounding project shall be deemed complete only when United Power actually undergrounds the designated United Power Facilities, restores the undergrounding site in accordance with this Franchise or as otherwise agreed with the Town designee and removes from the site or properly abandons on site any unused facilities, equipment, material and other impediments. (D) Estimates. Promptly upon receipt of an undergrounding request from the Town and all Application for Service application submittal requirements necessary for United Power to design the undergrounding project, United Power will prepare a detailed, good faith cost estimate of the anticipated actual cost of the requested project for the Town to review and, if acceptable, issue a project authorization. United Power will not proceed with any requested project until the Town has provided a written acceptance of United Power estimate. (E) Town Requirement to Underground. Any Town request to underground above ground United Power Facilities that cannot be paid for through Underground Funds, i.e. the funds are no longer available, must be paid for by the Town prior to undergrounding. (F) Cooperation with Other Utilities. When undertaking an undergrounding project, the Town and United Power will work, as appropriate so that project proceeds safely and efficiently and without hindering or delaying United Power's project with the Town, with other utilities or companies which have their lines overhead to attempt to have all lines under -grounded as part of the same project. When other utilities or companies such as cable television and telephone companies or other utilities with overhead Facilities embark upon a program of underground construction where United Power has overhead Facilities, United Power will cooperate with these utilities and companies and undertake to underground United Power Facilities as part of the same project at no cost to the Town. United Power shall not be required to pay for the cost of under -grounding other companies' facilities or those of the Town, nor is United Power assuming responsibility for each such entity's work, acting as an agent for each such entity in terms of the exchange of information, or resolving conflicts between such entities during either before or during construction (G) Report of Actual Costs. Upon completion of each under -grounding project, United Power will submit to the Town a detailed report of United Power's actual cost to complete the project and United Power shall reconcile this total actual cost with the accepted cost estimate. (H) Audit of Underground Projects. The Town may require that United Power undertake an independent audit of any under -grounding project for five hundred thousand dollars ($500,000.00) or greater. The cost of any such independent audit shall be paid from and reduce the amount of the Underground Fund. United Power shall cooperate fully with any audit and the independent auditor shall prepare and provide to the Town and United Power a final audit report showing the actual costs associated with completion of the project. If a project audit is required by the Town, only those actual project costs, including reasonable internal costs and overhead as charged to the project by United Power's normal cost accounting rules and protocols, confirmed and verified by the independent auditor as commercially reasonable and commercially necessary to complete the project shall be charged to the Underground Fund. Upon written request of the Town, but no more frequently than once a year, United Power shall provide the Town with a report detailing the amounts in the Underground Fund and identifying amounts encumbered for current projects. 8.5 Audit of Underground Fund. Assuming the Underground Fund is remaining, and upon a reasonable written request by the Town, but no more frequently than once every three (3) years, United Power will audit the Underground Fund for the Town. Such audits shall be limited to the previous three (3) calendar years. United Power will provide the audit report to the Town and will reconcile the Underground Fund consistent with the findings contained in the audit report. If the Town has concerns about any material information contained in the audit, the Parties shall meet and make good faith attempts to resolve any outstanding issues. If the matter cannot be resolved to the Town's reasonable satisfaction, United Power will, at its expense, cause an independent auditor, selected by agreement with the Town, to investigate and determine the correctness of the charges to the Underground Fund. The independent auditor shall provide a written report containing its findings to the Town and United Power. United Power will reconcile the Underground Fund consistent with the findings contained in the independent auditor's written report. If the independent auditor's report confirms United Power's allocations, costs and expenses, the Town shall be responsible for fifty percent (50%) of the cost for the independent auditor's work and report. ARTICLE 9: ENVIRONMENT AND CONSERVATION 9.1 Environmental Leadership. United Power is committed to using the earth's resources wisely; supporting the advancement of emerging technologies, and helping its members use energy as efficiently as possible. United Power will strive to conduct its operations in a way that avoids adverse environmental impacts where feasible, subject to constraints faced by a cooperative utility. In doing so, United Power will consider environmental issues in its planning and decision making, and will invest in environmentally sound technologies when such technologies are deemed prudent and feasible. United Power will continue with its voluntary carbon reduction program to reduce greenhouse gas emissions and shall continue to explore ways to reduce water consumption at its Facilities. United Power will continue to work with the local, state and federal regulatory bodies as appropriate to to reduce electrocution and collision risks by eagles, raptors and other migratory birds caused by distribution lines. 9.2 Energy Conservation and Efficiency. (A) Energy Efficiency Programs. (1) General. The Town and United Power recognize and agree that energy conservation and efficiency programs offer opportunities for the efficient use of energy and reduction of members' energy consumption and costs. United Power recognizes and shares the Town's desire to advance the implementation of cost-effective energy conservation and efficiency programs, which direct opportunities to United Power's members to manage more efficiently their use of energy and, thereby, create the opportunity to reduce their energy consumption, costs, and impact on the environment. United Power will seek to develop and offer energy efficiency programs to its members. United Power commits to offer Demand Side Management (DSM) programs and similar succeeding programs, which provide members the opportunity to reduce their energy usage. In doing so, United Power recognizes the importance of (i) implementing cost-effective programs, the benefits of which could otherwise be lost if not pursued in a timely fashion and (ii) developing cost- effective energy management programs for the various classes of United Power's members. United Power commits to offer programs that attempt to capture market opportunities for cost-effective energy efficiency improvements such as municipal specific programs that provide cash rebates for efficient lighting, energy design programs to assist architects and engineers to incorporate energy efficiency in new construction projects, and recommissioning programs to analyze existing systems to optimize performance and conserve energy. United Power will advise the Town and United Power's members of the availability of assistance that United Power makes available for investments in energy conservation, and may do so through dissemination of such information through its Community Affairs Representatives, newsletters, newspaper advertisements, bill inserts and energy efficiency workshops and by maintaining information of these programs on United Power's website. (2) Town Improvements. United Power agrees to work with the Town to implement periodic grant or other financial assistance programs or mechanisms to assist the Town in defraying costs incurred by the Town in making technology changes and/or modifications to Town Facilities or purchasing equipment to provide energy efficiencies and/or conservation. Such grant or other programs or mechanisms may include the provision of matching funds for external grant programs and/or other agreements to utilize accrued but unspent under - grounding funds, provided such programs or mechanisms do not affect materially United Power's current budget year. A mutually cooperative process including discussion during the June to August time frame for each ensuing budget year to include such expenditures in the next annual budget cycle will materially assist the Parties in best utilizing such grant or other financial assistance programs. Both Parties must agree on the program uses, terms, conditions and funding mechanisms for all such grant or other financial assistance programs before United Power will advance any funds for such program. (B) Renewable Resource Programs. United Power agrees to invest in clean, renewable electric power and include renewable resource programs as an integral part of United Power's provision of electric service to its members. United Power will continue to promote existing or new programs in its service territory and take the following steps to encourage participation by the Town and United Power's members in available renewable resource programs: (1) Notify the Town regarding eligible renewable resource programs; (2) Provide the Town with support regarding how the Town may participate in eligible renewable resource programs; and, (3) Advise members regarding participation in eligible renewable resource programs. (C) Five Year Review. The Town and United Power agree to meet no less frequently than every five (5) years during the term of the Franchise to review and exchange information concerning new and additional energy conservation and efficiencies that may be implemented to further the stated intention of this Article 9. ARTICLE 10: USE OF UNITED POWER FACILITIES 10.1 Town Use of United Power Poles. The Town may place qualified attachments on United Power's poles pursuant to and in accordance with United Power's established process for obtaining a license, including the execution of a License Agreement for Pole Attachment in the form attached hereto and agreed to by the parties, which shall not be amended except by mutual written agreement of the parties. 10.2 Third Party Use of United Power Facilities. If requested in writing by the Town, United Power may — but will not be required to -- allow other companies who hold Town franchises, or otherwise have obtained consent from the Town to use the Town Streets, to utilize United Power Facilities for the placement of their Facilities upon approval by United Power and agreement upon reasonable terms and conditions including payment of fees established by United Power. No such use shall be permitted if it would constitute a safety hazard or would interfere with United Power's use of United Power Facilities or increase United Power's costs. United Power shall not be required to allow the use of United Power Facilities for the provision of utility service except as otherwise required by law F- 10.3 Emergencies. Upon request, United Power will cooperate with the Town in developing an emergency management plan. In the case of any emergency or disaster, United Power will, upon a reasonable verbal request by the Town, make available United Power Facilities for temporary emergency use during the emergency or the disaster period. Such use of United Power Facilities shall be of a limited duration and will only be allowed if the use does not interfere with United Power's own use of such United Power Facilities or increase United Power's costs. ARTICLE 11: INDEMNIFICATION OF TOWN 11.1 Held Harmless. United Power will construct, maintain and operate its Facilities in a manner which provides reasonable protection against injury or damage to persons or property. United Power shall not be obligated to hold harmless or indemnify the Town for claims, demands, judgments or losses which a court of competent jurisdiction finds to have arisen out of, relate to, or in connection with any act of any kind or nature, or failure to act of any kind or nature, including (but not limited to) the negligence, breach of any duty, or willful misconduct by or of the Town or its officers, contractors, agents or employees. 11.2 Notice to United Power. Within sixty (60) days after receipt of the same by the Town Attorney, the Town will provide notice to United Power of the pendency of any claim or action against the Town airing out of the exercise by United Power of its Franchise rights. United Power will be permitted, at its own expense, to appear and defend or to assist in defense of such claim. 11.3 Indemnification. (A) Town Indemnified. United Power agrees to indemnify, defend and hold the Town harmless from and against claims, demands, liens, and all liability or damage of whatsoever kind on account of or arising from the grant of this Franchise, the exercise by United Power of the related rights, or from the operations of United Power within the Town, and shall pay the costs of defense plus reasonable attorneys' fees. The Town shall (a) give prompt written notice to United Power of any claim, demand or lien with respect to which the Town seeks indemnification hereunder and (b) unless in the Town's judgment a conflict of interest may exist between the Town and United Power with respect to such claim, demand or lien, shall permit United Power to assume the defense of such claim, demand, or lien with counsel satisfactory to the Town. If such defense is assumed by United Power, United Power shall not be subject to any liability for any settlement made without its consent. If such defense is not assumed by United Power or if the Town determines that a conflict of interest exists, the Parties reserve all rights to seek all remedies available in this Franchise against each other. Notwithstanding any provision hereof to the contrary, United Power shall not be obligated to indemnify, defend or hold the Town harmless to the extent any claim, demand or lien arises out of, relates to, or is in connection with any act of any kind or nature, or failure to act of any kind or nature, including (but not limited to) the negligence, breach of any duty, or willful misconduct by or of the Town or its officers, contractors, agents or employees. 11.4 Immunity. Nothing in this Agreement shall be construed as a waiver of the notice requirements, defenses, immunities and limitations the Town may have under the Colorado Governmental Immunity Act (§24 10 101, et seq., C.R.S.) or of any other defenses, immunities, or limitations of liability available to the Town by law. 11.5 Waiver of Subrogation. The Town and United Power hereby waive and release any and all rights of action for negligence against the other which may hereafter arise on account of damage to their respective property resulting from any fire, or other casualty of the kind covered by standard fire insurance policies with extended coverage, regardless of whether or not, or in what amounts, such insurance is now or hereafter carried by the Town and United Power. These waivers and releases shall apply between the Town and United Power, and they shall also apply to any claims under or through either one as a result of any asserted right of subrogation. All policies of insurance covering property damage obtained by either the Town or United Power concerning the property shall waive the insurer's right of subrogation against the other Party. ARTICLE 12: TRANSFER OF FRANCHISE 12.1 Consent of Town Required. (A) United Power shall not sell, transfer or assign this Franchise or any rights under this Franchise to another, by merger or otherwise, excepting only corporate reorganizations of United Power not involving a third party, unless the Town shall approve in writing such sale, transfer or assignment of rights. Approval of the sale, transfer or assignment shall not be unreasonably withheld. The charging or collection of the transfer fee hereinafter set forth is conclusively deemed reasonable. (B) In order that the Town may share in the value this Franchise adds to United Power's operations, any such transfer or assignment by United Power of rights under this Franchise requiring Town approval under Section 12.1(A) shall require that the transferee to promptly pay to the Town an amount that is equal to the lesser of: (i) Three dollars ($3.00) per metered account located within the municipal boundaries of the Town, or (ii) three times the most recent twelve (12) months of franchise fees collected by the Town from United Power. In the event only a portion of United Power's service area within the municipal boundaries of the Town is transferred, the transfer fee shall be calculated by multiplying the greater of (i) and (ii) above by number of members transferred, divided by the then current number of members served by United Power in the Town before said transfer. Such transfer fee shall not be recovered from the Town or from the Town residents or property owners through electric rates of members in the Town or by a surcharge of the Residents of the Town by the transferee or United Power. (C) Any sale, transfer or assignment of electric Facilities which cause degradation of Electricity within United Power's Service Area or results in a significant increase in rates to Town members shall constitute a violation of this Franchise. ARTICLE 13: CHANGING CONDITIONS, COOPERATION AND COMMUNICATION. 13.1 Changing conditions. United Power and the Town recognize that many aspects of the electric utility business are currently the subject of discussion, examination and inquiry by different segments of industry and affected regulatory authorities, and that these activities may ultimately result in fundamental changes in the way United Power conducts its business and meets its service obligations. In recognition of the present state of uncertainty respecting these matters, United Power and the Town agree, on request of the other, to negotiate in good faith an amendment of this Franchise or enter into separate, mutually satisfactory arrangements to effect a proper accommodation of such developments. 13.2 Cooperation and communication. Furthermore, the Parties agree to cooperate fully and in good faith to perform their respective obligations under this Agreement. Each party shall provide reasonable assistance, information and resources as required to meet the expectations of this Agreement. Finally, the Parties agree to maintain frequent contact and communication concerning business matters in the Town, including but not limited to with respect to potential sales of real property within the Town's then -existing municipal boundaries. ARTICLE 14: UNCONTROLLABLE FORCES. Neither the Town nor United Power shall be in breach of this Franchise Agreement if a failure to perform any of the duties under this Franchise is due to uncontrollable forces, which shall include but not be limited to accidents, breakdown of equipment, shortage of materials, acts of God, floods, storms, fires, sabotage, terrorist attack, strikes, riots, war, labor disputes, forces of nature, the authority and orders of government, other causes or contingencies of whatever nature beyond the reasonable control of the Party affected, including the causes set forth in 6.2(B) above, and which could not reasonably have been anticipated and avoided. ARTICLE 15: BREACH AND REMEDIES 15.1 Non -Contestability. The Town and United Power agree to take all reasonable and necessary actions to assure that the terms of this Franchise are performed and except as may be specifically provided in this Franchise Agreement neither will take any unilateral legal action to secure the modification or amendment of this Franchise. 15.2 Breach/Notice/Cure/Remedies. Except as otherwise provided in this Franchise, if a party (the "breaching party") to this Franchise fails or refuses to perform any of the terms or conditions of this Franchise (a "breach"), the other party (the "non -breaching party") may provide written notice to the breaching party of such breach. Upon receipt of such notice, the breaching party shall be given a reasonable time, not to exceed thirty (30) days, in which to remedy the breach and except as provided under Article 15. If the breaching party does not remedy the breach within the time allowed in the notice, the non -breaching party may exercise the following remedies for such breach: (A) Specific performance of the applicable term or condition; and, (B) Recovery of actual damages from the date of such breach incurred by the non -breaching party in connection with the breach, but excluding any consequential damages. 15.3 Termination of Franchise by Town. In addition to the foregoing remedies, if United Power fails or refuses to perform any material term or condition of this Franchise (a "material breach"), and such failure is not an occurrence by force majeure under Article 14, the Town may provide written notice to United Power of such material breach. Upon receipt of such notice, United Power shall be given a reasonable time, not to exceed ninety (90) days, within which to remedy the material breach. If United Power does not remedy the material breach within the time allowed in the notice, the Town may, at its sole option, terminate this Franchise. This remedy shall be in addition to the Town's right to exercise any of the remedies provided for elsewhere in this Franchise. Upon such termination, United Power shall continue to provide electric service to the Town and its residents until the Town makes alternative arrangements for such service and be paid for such service in accordance with United Power's Bylaws. United Power shall also be entitled to collect from Residents and shall be obligated to pay the Town, at the same times and in the same manner as provided in the Franchise, an aggregate amount equal to the amount which United Power would have paid as a franchise fee as consideration for use of the Town Streets. 15.4 United Power Shall Not Terminate Franchise. In no event, other than caused by the Town's material breach of this Agreement, does United Power have the right to terminate this Franchise, but may transfer its rights hereunder after notice to Town and as otherwise set forth in Article 12. 15.5 No Limitation. Except as provided herein, nothing in this Franchise shall limit or restrict any legal rights or remedies that either Party may possess arising from any alleged breach of this Franchise. ARTICLE 16: UNITED POWER OPERATIONS 16.1 Corporate Structure. Unless otherwise required by law, United Power shall continue its operations hereunder as a Colorado not- for profit corporation and cooperative controlled by its members and as generally provided under § 40 9.5 101, et seq., C.R.S. This subsection shall not limit the power of United Power to engage in other lawful business ventures through the use of subsidiary or controlled entities, including for profit ventures. ARTICLE 17: AMENDMENTS 17.1 Amendment to Franchise. This Franchise Agreement represents the entire Franchise Agreement between the Parties and, except as otherwise specified in this Agreement and the granting of the Franchise Fees and matters related thereto, there are no oral or collateral agreements or understandings. This Franchise Agreement may be amended only by an instrument in writing signed by United Power and the Town. 17.2 Proposed Amendments. At any time during the term of this Franchise, the Town or United Power may propose amendments to this Franchise by giving thirty (30) days written notice to the other of the proposed amendment(s) desired. However, nothing contained in this Section 17.2 shall be deemed to require either Party to consent to any amendment proposed by the other Party. ARTICLE 18: EQUAL OPPORTUNITY 18.1 Equal Opportunity. United Power is an equal opportunity employer. United Power will comply with all federal, state and Town laws regarding employment, contracting and operating its business activities with a policy of non-discrimination 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. 18.2 Contracting. United Power agrees to require all of its contractors to comply with all Federal, state, and Town laws regarding employment, contracting and operating their business activities with regards to non-discrimination 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. 18.3 Economic Development. The Parties agree that promoting economic development with the Town is in the best interest of all Parties. United Power is committed to the principle of stimulating, cultivating, and strengthening the participation and representation of under -represented groups in the local Firestone business community. United Power believes that increased participation and representation of under- represented groups will lead to mutual and sustainable benefits for the local economy. United Power is also committed to the principle that the success and economic well-being of United Power is closely tied to the economic strength and vitality of the diverse communities and people it serves. United Power believes that contributing to the development of a viable and sustainable economic base among all United Power members is in the best interests of United Power and its members and will keep these goals in mind in formulating its economic development strategies, programs and policies. ARTICLE 19: MISCELLANEOUS 19.1 No Waiver. Neither the Town nor United Power shall be excused from complying with any of the terms and conditions of this Franchise by any failure of the other, or any of its officers, employees, or agents, upon any one or more occasions. Further, neither the Town nor United Power waives any rights under the laws, statutes and/or constitution of the State of Colorado or of the United States except as otherwise specifically set forth herein. 19.2 Successors and Assigns. The rights, privileges, franchises and obligations granted and contained in this Agreement shall inure to the benefit of and be binding upon United Power, its successors and assigns as same may succeed to the rights of United Power pursuant to Article 13. 19.3 Notice and Representatives. Both Parties shall designate from time to time in writing, representatives for United Power and the Town who will be the person(s) to whom notices shall be sent regarding any action to be taken under this Agreement. Notice shall be in writing and forwarded by certified mail, or hand delivery, facsimile or electronic transmission with proof of delivery, to the persons and addresses as hereinafter stated unless the names and addresses are changed at the written request of either Party, delivered in the manner provided herein. Until any such change shall hereafter be made, notices shall be sent to the following: For the Town of Firestone: Town Manager 9950 Park Ave. Firestone, CO 80504 For United Power: Chief Executive Officer United Power, Inc. 500 Cooperative Way Brighton, CO 80603 With a copy to Legal Counsel 19.4 Severability. Should any one or more provisions of this Agreement be determined to be illegal or unenforceable, all other provisions nevertheless shall remain effective; provided, however, the Parties shall forthwith enter into good faith negotiations and proceed with due diligence to draft a replacement provision that will achieve the original intent of the Parties hereunder. 19.5 Entire Agreement. This Agreement constitutes the entire agreement of the Parties. There have been no representations made other than those contained in this Agreement. 19.6 Third Parties, Rights to Third Parties. Nothing herein contained shall be construed to provide rights or benefits to third parties. 19.7 Prevailing Party. In any judicial or administrative action to enforce any of the terms or conditions of this Franchise Agreement, each party shall be responsible for its own costs and expenses incurred in such action, including reasonable attorney fees, unless the same are otherwise awarded to a party pursuant to statute or Court rule. 19.8 Headings for Reference Only. The headings used in this Franchise are for references only and convey no substantive rights or impose no substantive obligations on the Parties. 19.9 Responsibility for Language. The Parties hereby acknowledge during the drafting of this document each has been represented by legal counsel and that each Party bears equal and identical responsibility for the language of this Agreement. In case of ambiguity, there shall be no presumption based upon responsibility for drafting this Franchise, and the Agreement shall not be construed against one Party in favor of another. 19.10 Authority. Each Party represents and warrants that except as set forth below, it has taken all actions that are necessary or that are required by its ordinances, regulations, procedures, bylaws, or applicable laws, to legally authorize the undersigned signatories to execute this Agreement on behalf of the Parties to its terms. The persons executing this Agreement on behalf of each of the Parties warrant that they have full authorization to execute this Agreement. Colorado law shall apply to the construction and enforcement of this Franchise. The Parties agree that venue for any litigation arising out of this Franchise shall be in the District Court for Weld County, State of Colorado. ARTICLE 20: APPROVAL 20.1 This Franchise Agreement shall not become effective unless executed by United Power and the Town Board; reflected by a noticed and approved ordinance of the Town Board. IN WITNESS WHEREOF, the Parties have executed this agreement as of the dates stated below. UNITED POWER, INC., a Colorado not -for-profit corporation United Power CEO Dated this Ma LIZ, 2026 TOWN OF FIRESTONE, COLORADO a municipal Corp on By: / ayor SEAL Clerk, Mis$/ Carw co