DISTRICT COURT, BOULDER COUNTY, COLORADO

1777 6
th
Street
Boulder, Colorado 80302
303-441-3750
Petitioner:
THE CITY OF BOULDER, a Home Rule City and a Colorado
Municipal Corporation,
v.

Respondents:
PUBLIC SERVICE COMPANY OF COLORADO, a Colorado
Corporation, XCEL ENERGY, INC.,
BOB HULLINGHORST, in his official capacity as Treasurer of
Boulder County
Attorneys for Petitioner:
Donald M. Ostrander, No. 12458
Richard F. Rodriguez, No. 25105
James Birch (Special Counsel), No. 15899
Duncan, Ostrander & Dingess, PC
3600 S. Yosemite Street, Suite 500
Denver, Colorado 80237
Phone Number: 303.779.0200
Fax Number: 303.779.3662
Email: [email protected]
[email protected]
[email protected]
Thomas A. Carr, No. 42170, City Attorney
Kathleen E. Haddock, No. 16011, Senior Assistant City Attorney
Sandra M. Llanes, No. 33717, Senior Assistant City Attorney
Boulder City Attorneys Office
P.O. Box 791
Boulder, CO 80306
Phone Number: 303.441.3020
Fax Number: 303.441.3859
Email: [email protected]
[email protected]
[email protected]











COURT USE ONLY



Case No. 2014-CV-


Division:

PETITION IN CONDEMNATION

2
The City of Boulder, Petitioner (City or Petitioner), by and through its attorneys,
alleges as follows:
ALLEGATIONS
1. The City is a home rule municipality of the State of Colorado organized and existing
under a home rule charter pursuant to the Colorado Constitution, Article XX.
2. The Citys authority to maintain this proceeding is set forth in Article XX sections 1
and 6 of the Colorado Constitution, in Article 1, sections 2(b) and (d) and Article XIII section
180(a) of the Home Rule Charter of the City of Boulder, and in various state statutes.
3. The City has the power to construct, condemn, purchase, acquire, add to, maintain,
conduct, and operate public utilities or works or ways, in whole or in part within or without its
territorial limits and everything required therefore pursuant to the Colorado Constitution, Article
XX, sections 1 and 6.
4. All property, property interests, facilities and equipment sought in this proceeding
are subject to acquisition by the Petitioner. Colorado Constitution, Article XV, section 8 states:
"The right of eminent domain shall never be abridged nor so construed as to prevent the general
assembly from taking the property and franchises of incorporated companies and subjecting them
to public use, the same as the property of individuals" Article XX states, in part, that home rule
cities:
. . . shall have the power, within or without its territorial limits, to
construct, condemn and purchase, purchase, acquire, lease, add to,
maintain, conduct, and operate water works, light plants, power
plants, transportation systems, heating plants, and any other public
utilities or works or ways local in use and extent, in whole or in
part, and everything required therefore, for the use of said city and
county and the inhabitants thereof, and any such systems, plants, or
works or ways, or any contracts in relation or connection with
either, that may exist and which said city and county may desire to
purchase, in whole or in part, the same or any part thereof may be
purchased by said city and county which may enforce such
purchase by proceedings at law as in taking land for public use by
right of eminent domain, . . . (emphasis added).
5. The City has complied with the conditions precedent for the exercise of its
condemnation powers in this case. The 20-year term of the electric utility Franchise Agreement
between the City and Public Service Company of Colorado (PSCo) has expired (the
Franchise Agreement). To the extent it applies, this proceeding is also authorized by C.R.S.
38-5-105.
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6. This proceeding is brought pursuant to the procedural provisions of C.R.S. 38-
1-101, et seq., as amended.
7. On November 1, 2011, voters in the City approved Ballot Question 2C, which
authorizes the formation of a City-owned and operated municipal electric utility (the City Utility).
8. On August 20, 2013 Ordinance No. 7918 was adopted by the Boulder City Council,
which authorizes the City to exercise its power of eminent domain in this case. Ordinance No. 7918
can be found at https://documents.bouldercolorado.gov/weblink8/0/doc/123436/Page1.aspx.
9. The City has determined there is a need and necessity and that it is in the public
interest for the City to acquire the property described herein and in the exhibits attached hereto (the
Property).
10. The Property is owned by Respondent Public Service Company of Colorado
(PSCo) and its parent holding company, Xcel Energy, Inc, as their interests may appear
(collectively, Xcel or the Respondent).
11. The City Council has determined that the Property includes electrical facilities and
other property interests in the area owned by Xcel as shown on the maps attached hereto as Exhibit
A-1 and Exhibit A-2-TL, dated July 31, 2013 and marked Acquisition Area Distribution System
and the Acquisition Area 115kV Transmission Loop (collectively the Acquisition Area).
12. The Acquisition Area was determined by analyzing the technically optimum places
of separation of ownership of interconnected electric facilities in order to maintain reliability on
both sides of the separation to serve properties within the City and provide electricity, avoid
duplication of distribution and transmission equipment, minimize operational and maintenance
conflicts, establish the boundaries along property boundaries and define the area in which the City
will acquire property to implement Article XIII of the Charter.
13. The 115kV Transmission Loop is defined as that part of the Property comprised of
transformers, substations, substation equipment, conductors operated at 115kV along with support
structures, buswork and related equipment used or useful to manage the flow and distribution of
electricity within the City and the local generation anticipated by the City Utility, to interconnect the
Citys hydroelectric facility in Boulder Canyon to lower voltage facilities within the City, to balance
electrical demand within the Acquisition Area and the supply of electricity to that demand, and to
enable the City Utility to access and integrate power supply resources located outside of the
Acquisition Area efficiently and in a cost effective manner.
14. The Property has been used primarily to provide electric service to the City and its
inhabitants. The Property serves customers inside the City, as well as City-owned facilities
located outside City limits, such as City water facilities and one of the Citys primary emergency
communications facilities. The Property incidentally distributes electricity to a relatively small
number of customers in enclaves (areas completely surrounded by the City) and areas just
outside the City.
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15. Approximately 97% of the electric load on the system that the City seeks to
acquire is within City limits.
16. The Property is being acquired for a public purpose and in furtherance of a public
use: establishing, erecting, maintaining and operating a municipal light and power utility for the use
of the City and its inhabitants. The Project for which the Property is being acquired is defined
as acquisition of all of the property interests, facilities, and physical, administrative, and legal
changes to the electrical facilities and appurtenant facilities required to enable the City to own
and operate its own electric utility, often described as the Citys municipalization project,
together with the adoption of tariffs, programs, contracts and other activities customarily
associated with the ownership and operation of an electric utility. The changes to the existing
electrical system include change in ownership of facilities and associated property interests from
Xcel to the City.
17. The Project does not include acquisition of ownership of generation facilities or
capacity of generation facilities, and the Property does not include any facilities or property of
Xcels that is used for generation of electricity or for provision of natural gas service. Through
this action the Petitioner does not seek any natural gas facilities or equipment or interests in real
property owned or claimed by Respondent used to support or provide natural gas service. The
Petitioner disclaims any interest in natural gas facilities in the Acquisition Area. Petitioners
disclaimer shall not be construed as permission by the Respondent, or any others, to interfere with
Petitioners use of the property acquired in this action.
18. The electrical system located within the Acquisition Area is a load pocket
relative to the entire Xcel system. The electrical system within the Acquisition Area as designed
by Xcel is a typical radial feed with feeder tie capabilities for backup operations and outage
conditions. As a load pocket, the Acquisition Area can be readily segregated from the Boulder
Division of Xcels electrical system.
19. The City is surrounded by open space, including over 17,000 acres owned by the
City or subject to City conservation easements, and over 22,000 acres in the Boulder Valley
Comprehensive Plan Area III (where the City and Boulder County have determined to preserve
existing rural land uses). As a result, the electrical system providing electricity within Boulder is
technically and geographically isolated to a significant extent from surrounding areas. The
Project includes maintaining connection with the Boulder Division of Xcels electrical system by
placing additional inter-utility metering at appropriate points on the electrical lines that provide
interconnection capability to the Acquisition Area with the intent of eliminating the need to
construct redundant and unnecessary facilities.
20. The Project includes installation of meters, and associated disconnection switches,
protective devices and communications systems to interface with Xcels electric system outside
of the Acquisition Area, in order to maintain the status quo of the equipment over which the
electricity is delivered and the retail electric service providers in areas outside the Acquisition
Area and to permit the provision of customary inter-utility mutual aid and cooperation. The
interconnection points between those facilities that will become the City Utilitys and those that
5
will remain under the ownership of Xcel are intended to maintain the safety, reliability, and
continued use of that portion of the system, as it is currently designed, necessary for Xcel to
serve those customers outside of the City and the service territory outside of the Acquisition
Area. The Project also includes the adoption of transmission tariffs by the City that will provide
reciprocal electric transmission service to Xcel. The tariffs include transmission service over
those lower voltage facilities that are part of the Property to be acquired under this Petition.
21. The Property includes such temporary construction easements as may be
necessary to install the equipment within substations and at interconnection points.
22. Within the substations interconnected to the 230kV transmission system, the
Property includes all electrical delivery facilities up to and including the high voltage side of the
230kV transformers and transfer protection and interrupting equipment.
23. The Project includes maintaining the capacity in the system for Xcel as currently
exists to distribute power to Xcel facilities and customers.
24. Xcel owns natural gas facilities, electric power transmission facilities that are not
part of the 115kV Transmission Loop, and other facilities unrelated to the Project, that are
located on the same property as the Property to be acquired by the City. The Project will provide
for continued co-location of those facilities. The Project includes the Citys acquisition of
limited property interests, including easements for access or location of equipment to avoid
interference with Xcels use of the same property for its uses unrelated to the Project.
25. The Property also includes agreements with third parties which are necessary to
facilitate the operation of the electric system serving the City, and agreements for use by third
parties of the facilities or property being acquired by the City, such as pole attachment
agreements. The Property does not include any deposits Xcel may have received from customers
or any agreements with customers within the Acquisition Area.
26. The types of facilities that are part of the Property include substations, 13.2kV
(and lower) electrical lines, transformers, meters, customer service drops, 115kV electrical lines,
towers, poles, braces, guys, anchors, crossarms, cables, conduits, conductor, switching stations,
high tension apparatus, streetlights, control and protective equipment, customer meters, and other
fixtures whose primary purpose is to augment, integrate or tie together, within the Acquisition Area,
the electric service to customers within the City, and all of the real property interests necessary to
support the facilities. Where any of these electric facilities are currently located on the same
poles, within the same easements, within the same trenches, or within the same substation, as
facilities of Xcel that are not part of the Property, the Project provides for continued co-location
of the electric facilities to be acquired with other Xcel property used to provide electric service to
Xcel customers or for natural gas service.
27. Certain information related to the facilities to be acquired may be critical
infrastructure information subject to restrictions on disclosure established under the authority of
state or federal law (e.g. C.R.S. 24-33.5-1602, or 42 U.S.C. 5195c(e)). The City has prepared
6
an inventory of the facilities that are part of the Property, and once a suitable confidentiality
procedure is established by the Court to prevent the inappropriate disclosure of critical
infrastructure information, the City will submit that inventory to the court in accordance with
that procedure. Pending the implementation of such a confidentiality procedure, the inventory
that the City provided Xcel on June 23, 2014, as part of the good faith negotiations, is
incorporated herein by reference, but may not be publicly disclosed.
28. The acquisition in this case is a total taking of the electric facilities in the Acquisition
Area serving the load pocket as the system was designed by Xcel and therefore there is no
Residue (or "Remainder"), as defined in CJI Civ. 36:4: Residue means that portion of any
property that is not taken but that belongs to the respondent, and that has been used by, or is capable
of being used by, the respondent, together with the property actually taken, as one economic unit.
29. The Property, facilities and equipment are located in the City and in the County of
Boulder Colorado, which is the county in which this action is brought.
SUBSTATIONS
30. The City is acquiring the following substations entirely:
A. Boulder Terminal as illustrated in Exhibits BT-1 and BT-2;
B. Sunshine as illustrated in Exhibit Sunshine-1 and Sunshine-2;
C. NCAR as illustrated in Exhibit NCAR-1 and NCAR-2 ;
31. The City is acquiring the remainder of the Boulder Hydro substation as illustrated in
Exhibits BH-1 and BH-2, except for a non-exclusive easement for Xcels overhead transmission
lines currently existing on the Boulder Hydro substation property.
32. The City is acquiring facilities within the following substations and easements to
access such facilities (-1 is an illustration of the division of ownership of high voltage equipment
using standard industry symbols, -2 is an aerial photo of the substation showing the approximate
location of the facilities to be acquired and access areas necessary, and -3 is the language of the
easement being acquired by the City):
D. That portion of Eldorado as illustrated in Exhibits EL-1, EL-2, and
pursuant to the terms and reservations as set forth in Exhibit EL-3;
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E. That portion of Valmont as illustrated in Exhibits VM-1, VM-2, and
pursuant to the terms and reservations as set forth in Exhibit VM-3;
F. That portion of Leggett as illustrated in Exhibits LEG-1, LEG-2, and
pursuant to the terms and reservations as set forth in Exhibit LEG-3;
G. That portion of Niwot as illustrated in Exhibits NW-1, NW-2, and pursuant
to the terms and reservations as set forth in Exhibit NW-3; and
H. That portion of Gunbarrel as illustrated in Exhibits GB-1, GB-2, and
pursuant to the terms and reservations as set forth in Exhibit GB-3.
115kV TRANSMISSION LOOP
33. The City is acquiring the property rights and equipment associated with the 115kV
Transmission Loop as illustrated in Exhibit A-2-TL. The 115kV Transmission Loop consists of:
Circuits 9065 and 9067 from Valmont Substation to Boulder Terminal Substation; Circuit 9216
(and 9216UG) from Boulder Terminal Substation to Sunshine Substation to Boulder Canyon Hydro
Substation; Circuit 9205 from Boulder Canyon Hydro Substation to NCAR Substation to Eldorado
Substation; Circuit 9046 from Eldorado Substation to Valmont Substation, including all
transmission structures. The acquisition does not include the conductors, overhead ground wire,
insulators and transmission line easements for the section of Circuit 9688 from Eldorado Substation
to Ridge Substation between Eldorado Substation and Superior Junction, and for the section of
Circuit 9054 from Valmont Substation to Ridge Substation between Valmont Substation and
Superior Junction.
13.2 kV ELECTRIC FACILITIES, PROPERTY AND EQUIPMENT
34. The Property sought consists of all 13.2kV facilities and appurtenant facilities within
the Acquisition Area and is further defined in 1.5 and 1.6 of the Franchise Agreement, as well as
associated easements. Outside the City within the Acquisition Area, the Property extends to the load
side of customer meters.
35. The City is not acquiring: the maintenance facility owned by Xcel west of the
Valmont substation; the Valmont power plant, or any generation facilities or generation capacity, or
any natural gas distribution facilities, or any property interests or equipment necessary for such
facilities.
36. Petitioner is informed and believes that Public Service Company of Colorado, is
an owner of the Property or may have an interest in the Property.
A. Xcel Energy, Inc. may also have an interest in some of the Property and
equipment as the holding company for PSCo.
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B. Bob Hullinghorst, in his official capacity as Treasurer of Boulder County,
is joined as a Respondent pursuant to C.R.S. 39-3-134.
37. Insofar as it is known to the Petitioner upon exercising due diligence there are no
other persons or entities who may claim any right, title, or interest in or to the Property.
38. Petitioner is informed and believes this action does not affect the property of any
persons in a guardianship or conservatorship.
39. The Petitioner has negotiated in good faith with Xcel in an attempt to acquire the
Property, but has not been able to reach a mutual agreement. The just compensation to be paid for
the Property cannot be agreed upon and further negotiations would be futile.
REQUESTS FOR RELIEF
WHEREFORE, Petitioner requests this court enter Orders as follows:
1. That if ownership or interests in the Property are not correctly set forth herein, then
the Respondents be required to set forth by Answer the extent of their respective interests and the
names and addresses of any other interested persons or entities and the nature and extent of their
interest.
2. That the just compensation to be paid for the acquisition of the Property be
determined in the manner provided by law.
3. That the Petitioner have judgment condemning the Property and that a Rule and
Order be entered conveying the Property to the Petitioner upon Petitioners payment of just
compensation as determined by the Court.
4. That the Respondent be ordered to make and prosecute, in a timely and
expeditious manner, in cooperation with the Petitioner, such regulatory filings before regulatory
tribunals charged with supervising the publics interest with respect to the involuntary transfer of
utility assets as may be necessary and appropriate to effectuate the transfer of ownership of the
Property from the Respondent to the Petitioner.
5. Any additional relief as may be deemed just and proper.
Respectfully submitted this 17th day of July, 2014.
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BOULDER CITY ATTORNEYS OFFICE

By: /s/ Kathleen E. Haddock
Thomas A. Carr, No. 42170, City Attorney
Kathleen E. Haddock, No.16011, Senior Asst. City Attorney
Sandra M. Llanes, No. 33717, Senior Asst. City Attorney

DUNCAN, OSTRANDER & DINGESS, P.C.
Donald M. Ostrander, No. 12458
Richard F. Rodriguez, No. 25105
James Birch (Special Counsel), No. 15899
Special Counsel to the City of Boulder

ATTORNEYS FOR PETITIONER


Address of Petitioner:
City of Boulder
P.O. Box 791
Boulder, CO 80306
Exhibit A-1
Exhibit A-2-TL
Exhibit BT-1
Exhibit BT-2
Exhibit Sunshine-1
Exhibit Sunshine-2
Exhibit NCAR-1
Exhibit NCAR-2
Exhibit BH-1
Exhibit BH-2
Exhibit EL-1
Exhibit EL-2
EASEMENT TERMS AND RESERVATIONS
FOR ELDORADO SUBSTATION

NON-EXCLUSIVE ACCESS EASEMENT

A Non-Exclusive Access Easement over the area outlined in GREEN to enter upon,
over, under, and across said premises and use said premises to survey, construct, operate, patrol,
secure, repair, replace, control, maintain, and use improvements necessary to permit the
operation, use and enjoyment of the Citys electric transmission and distribution facilities.


TEMPORARY NON-EXCLUSIVE CONSTRUCTION
AND ACCESS EASEMENT

A Temporary Non-Exclusive Construction and Access Easement over the area outlined in
GREEN to enter upon, over, under, and across said premises and use said premises to survey,
construct, operate, patrol, secure, repair, replace, control, maintain, and use improvements
necessary to permit the operation, use and enjoyment of electric transmission and distribution
facilities until Petitioner completes construction of its independent systems. Such uses to include
DC system, batteries and chargers, AC station service system, existing control enclosure that
houses Boulder's protection and control equipment. The time for construction is estimated to be
approximately 18 months following the Petitioner's acquisition of the Easements. This access
easement will be from the time of Petitioner's acquisition of the Easements until completion of
construction and changeover to the independent operation of the identified systems.

NON-EXCLUSIVE ACCESS AND USE EASEMENT

A Non-Exclusive Access and Use Easement over the area outlined in GREEN to enter
upon, over, under, and across said premises and use said premises to connect to and use, and
share in the maintenance, repair and replacement of, improvements necessary to permit the
operation, use and enjoyment of the Citys electric transmission and distribution facilities. Such
uses to include the substation ground grid, fence and gates, cable trench, site drainage and oil
retention facilities, overhead shield wires and lightning protection, common protection and
control systems, vegetation control, and 115kV bus.

EXCLUSIVE EASEMENT

An Exclusive Easement over the area outlined in RED to survey, construct, operate,
patrol, secure, repair, replace, control, maintain, and use construct, operate and maintain electric
utility facilities along with all other equipment, fixtures, devices, and appurtenances used or
useful in connection therewith upon, across, over and under the surface to permit the operation,
use and enjoyment of the real and personal property and equipment acquired by the City.

Exhibit EL-3
Page 1 of 3
2

Together with the right and authority of Petitioner, its successors, licensees, lessees,
contractors, or assigns, and its agents and employees to: (1) enter the Premises at all times to
survey, mark and sign the Premises or the Facilities, construct, install, operate, repair, remove,
replace, reconstruct, alter, relocate, patrol, inspect, improve, enlarge, `and maintain electric
utility facilities used or useful in the transmission and distribution of electricity, both overhead
and underground, including buildings, lightning arresters, air-break switches, transformers,
busses, protection and control equipment and panels and enclosures, instrument transformers,
transmission line deadend structures, bus and equipment support structures, foundations,
outgoing distribution lines, circuit breakers, circuit switchers, voltage regulators, capacitor
banks, oil containment facilities, metal-clad switchgear and switches, pad-mounted switchgear
and sectionalizing and junction cabinets, towers, poles, and other supports of whatever materials;
together with braces, guys, anchors, cross-arms, cables, conduits, wires, communications
equipment, conductors, manholes, and other fixtures, devices, and appurtenances used or useful
in connection therewith; (2) permit the joint use by others for such other uses as may be required
by law or agreed to by the Petitioner.

EXCLUSIVE BUILDING EASEMENT

An Exclusive Building Easement over the area outlined in BLUE to survey, construct,
operate, patrol, secure, repair, replace, control, maintain, and use a building and electric utility
facilities along with all other equipment, fixtures, devices, and appurtenances used or useful in
connection therewith upon, across, over and under the surface to permit the operation, use and
enjoyment of the real and personal property and equipment acquired by the City.

Together with the right and authority in Petitioner, its successors, licensees, lessees,
contractors, or assigns, and its agents and employees to: (1) enter the Premises at all times to
survey, mark and sign the Premises or the Facilities, construct, install, operate, repair, remove,
replace, reconstruct, alter, relocate, patrol, inspect, improve, enlarge, remove, and maintain
electric utility facilities used or useful in the transmission and distribution of electricity, both
overhead and underground, including a building, and switchgear and control equipment, cables,
conduits and cable trench, wires, conductors, transformers, foundations, and other fixtures,
devices, and appurtenances used or useful in connection wherewith; (2) permit the joint use by
others for such other uses as may be required by law or agreed to by the Petitioner.

OVERHEAD TRANSMISSION NON-EXCLUSIVE ACCESS
EASEMENT

An Overhead Transmission Non-Exclusive Easement over, under, upon and across, the
area outlined in YELLOW to enter upon said premises and use said premises to survey,
construct, operate, repair, replace, control, maintain, and use overhead transmission
improvements necessary to permit the operation, use and enjoyment of the Citys electric
transmission and distribution facilities. No facilities may be constructed within the easement
area that would interfere with the purpose of this Easement.


Exhibit EL-3
Page 2 of 3
3

NO UNREASONABLE INTERFERENCE

Neither Party may unreasonably interfere or otherwise prohibit the other from access to real or
personal property or equipment necessary to survey, construct, operate, maintain, control, repair,
remove, replace or use any real or personal property or equipment, or to otherwise permit the use
of the Substation in a way that prevents the other from the uses permitted pursuant to any of
these Easements.

Exhibit EL-3
Page 3 of 3
Exhibit VM-1
Exhibit VM-2
EASEMENT TERMS AND RESERVATIONS
FOR VALMONT SWITCHYARD

NON-EXCLUSIVE ACCESS EASEMENT

A Non-Exclusive Access Easement over the area outlined in GREEN to enter upon,
over, under, and across said premises and use said premises to survey, construct, operate, patrol,
secure, repair, replace, control, maintain, and use improvements necessary to permit the
operation, use and enjoyment of the Citys electric transmission and distribution facilities.


TEMPORARY NON-EXCLUSIVE CONSTRUCTION
AND ACCESS EASEMENT

A Temporary Non-Exclusive Construction and Access Easement over the area outlined in
GREEN to enter upon, over, under, and across said premises and use said premises to survey,
construct, operate, patrol, secure, repair, replace, control, maintain, and use improvements
necessary to permit the operation, use and enjoyment of electric transmission and distribution
facilities until Petitioner completes construction of its independent systems. Such uses to include
DC system, batteries and chargers, AC station service system, existing control enclosure that
houses Boulder's protection and control equipment. The time for construction is estimated to be
approximately 18 months following the Petitioner's acquisition of the Easements. This access
easement will be from the time of Petitioner's acquisition of the Easements until completion of
construction and changeover to the independent operation of the identified systems.

NON-EXCLUSIVE ACCESS AND USE EASEMENT

A Non-Exclusive Access and Use Easement over the area outlined in GREEN to enter
upon, over, under, and across said premises and use said premises to connect to and use, and
share in the maintenance, repair and replacement of, improvements necessary to permit the
operation, use and enjoyment of the Citys electric transmission and distribution facilities. Such
uses to include the substation ground grid, fence and gates, cable trench, site drainage and oil
retention facilities, overhead shield wires and lightning protection, common protection and
control systems, vegetation control, and 115kV bus.

EXCLUSIVE EASEMENT

An Exclusive Easement over the area outlined in RED to survey, construct, operate,
patrol, secure, repair, replace, control, maintain, and use construct, operate and maintain electric
utility facilities along with all other equipment, fixtures, devices, and appurtenances used or
useful in connection therewith upon, across, over and under the surface to permit the operation,
use and enjoyment of the real and personal property and equipment acquired by the City.

Exhibit VM-3
Page 1 of 3
2

Together with the right and authority of Petitioner, its successors, licensees, lessees,
contractors, or assigns, and its agents and employees to: (1) enter the Premises at all times to
survey, mark and sign the Premises or the Facilities, construct, install, operate, repair, remove,
replace, reconstruct, alter, relocate, patrol, inspect, improve, enlarge, `and maintain electric
utility facilities used or useful in the transmission and distribution of electricity, both overhead
and underground, including buildings, lightning arresters, air-break switches, transformers,
busses, protection and control equipment and panels and enclosures, instrument transformers,
transmission line deadend structures, bus and equipment support structures, foundations,
outgoing distribution lines, circuit breakers, circuit switchers, voltage regulators, capacitor
banks, oil containment facilities, metal-clad switchgear and switches, pad-mounted switchgear
and sectionalizing and junction cabinets, towers, poles, and other supports of whatever materials;
together with braces, guys, anchors, cross-arms, cables, conduits, wires, communications
equipment, conductors, manholes, and other fixtures, devices, and appurtenances used or useful
in connection therewith; (2) permit the joint use by others for such other uses as may be required
by law or agreed to by the Petitioner.

EXCLUSIVE BUILDING EASEMENT

An Exclusive Building Easement over the area outlined in BLUE to survey, construct,
operate, patrol, secure, repair, replace, control, maintain, and use a building and electric utility
facilities along with all other equipment, fixtures, devices, and appurtenances used or useful in
connection therewith upon, across, over and under the surface to permit the operation, use and
enjoyment of the real and personal property and equipment acquired by the City.

Together with the right and authority in Petitioner, its successors, licensees, lessees,
contractors, or assigns, and its agents and employees to: (1) enter the Premises at all times to
survey, mark and sign the Premises or the Facilities, construct, install, operate, repair, remove,
replace, reconstruct, alter, relocate, patrol, inspect, improve, enlarge, remove, and maintain
electric utility facilities used or useful in the transmission and distribution of electricity, both
overhead and underground, including a building, and switchgear and control equipment, cables,
conduits and cable trench, wires, conductors, transformers, foundations, and other fixtures,
devices, and appurtenances used or useful in connection wherewith; (2) permit the joint use by
others for such other uses as may be required by law or agreed to by the Petitioner.

OVERHEAD TRANSMISSION NON-EXCLUSIVE ACCESS
EASEMENT

An Overhead Transmission Non-Exclusive Easement over, under, upon and across, the
area outlined in YELLOW to enter upon said premises and use said premises to survey,
construct, operate, repair, replace, control, maintain, and use overhead transmission
improvements necessary to permit the operation, use and enjoyment of the Citys electric
transmission and distribution facilities. No facilities may be constructed within the easement
area that would interfere with the purpose of this Easement.


Exhibit VM-3
Page 2 of 3
3

NO UNREASONABLE INTERFERENCE

Neither Party may unreasonably interfere or otherwise prohibit the other from access to real or
personal property or equipment necessary to survey, construct, operate, maintain, control, repair,
remove, replace or use any real or personal property or equipment, or to otherwise permit the use
of the Substation in a way that prevents the other from the uses permitted pursuant to any of
these Easements.


Exhibit VM-3
Page 3 of 3
Exhibit LEG-1
Exhibit LEG-2
EASEMENT TERMS AND RESERVATIONS
FOR LEGGETT SUBSTATION

NON-EXCLUSIVE ACCESS EASEMENT

A Non-Exclusive Access Easement over the area outlined in GREEN to enter upon,
over, under, and across said premises and use said premises to survey, construct, operate, patrol,
secure, repair, replace, control, maintain, and use improvements necessary to permit the
operation, use and enjoyment of the Citys electric transmission and distribution facilities.


TEMPORARY NON-EXCLUSIVE CONSTRUCTION
AND ACCESS EASEMENT

A Temporary Non-Exclusive Construction and Access Easement over the area outlined in
GREEN to enter upon, over, under, and across said premises and use said premises to survey,
construct, operate, patrol, secure, repair, replace, control, maintain, and use improvements
necessary to permit the operation, use and enjoyment of electric transmission and distribution
facilities until Petitioner completes construction of its independent systems. Such uses to include
DC system, batteries and chargers, AC station service system, existing control enclosure that
houses Boulder's protection and control equipment. The time for construction is estimated to be
approximately 18 months following the Petitioner's acquisition of the Easements. This access
easement will be from the time of Petitioner's acquisition of the Easements until completion of
construction and changeover to the independent operation of the identified systems.

NON-EXCLUSIVE ACCESS AND USE EASEMENT

A Non-Exclusive Access and Use Easement over the area outlined in GREEN to enter
upon, over, under, and across said premises and use said premises to connect to and use, and
share in the maintenance, repair and replacement of, improvements necessary to permit the
operation, use and enjoyment of the Citys electric transmission and distribution facilities. Such
uses to include the substation ground grid, fence and gates, cable trench, site drainage and oil
retention facilities, overhead shield wires and lightning protection, common protection and
control systems, vegetation control, and 230kV bus.

EXCLUSIVE EASEMENT

An Exclusive Easement over the area outlined in RED to survey, construct, operate,
patrol, secure, repair, replace, control, maintain, and use construct, operate and maintain electric
utility facilities along with all other equipment, fixtures, devices, and appurtenances used or
useful in connection therewith upon, across, over and under the surface to permit the operation,
use and enjoyment of the real and personal property and equipment acquired by the City.

Exhibit LEG-3
Page 1 of 3
2

Together with the right and authority of Petitioner, its successors, licensees, lessees,
contractors, or assigns, and its agents and employees to: (1) enter the Premises at all times to
survey, mark and sign the Premises or the Facilities, construct, install, operate, repair, remove,
replace, reconstruct, alter, relocate, patrol, inspect, improve, enlarge, `and maintain electric
utility facilities used or useful in the transmission and distribution of electricity, both overhead
and underground, including buildings, lightning arresters, air-break switches, transformers,
busses, protection and control equipment and panels and enclosures, instrument transformers,
transmission line deadend structures, bus and equipment support structures, foundations,
outgoing distribution lines, circuit breakers, circuit switchers, voltage regulators, capacitor
banks, oil containment facilities, metal-clad switchgear and switches, pad-mounted switchgear
and sectionalizing and junction cabinets, towers, poles, and other supports of whatever materials;
together with braces, guys, anchors, cross-arms, cables, conduits, wires, communications
equipment, conductors, manholes, and other fixtures, devices, and appurtenances used or useful
in connection therewith; (2) permit the joint use by others for such other uses as may be required
by law or agreed to by the Petitioner.

EXCLUSIVE BUILDING EASEMENT

An Exclusive Building Easement over the area outlined in BLUE to survey, construct,
operate, patrol, secure, repair, replace, control, maintain, and use a building and electric utility
facilities along with all other equipment, fixtures, devices, and appurtenances used or useful in
connection therewith upon, across, over and under the surface to permit the operation, use and
enjoyment of the real and personal property and equipment acquired by the City.

Together with the right and authority in Petitioner, its successors, licensees, lessees,
contractors, or assigns, and its agents and employees to: (1) enter the Premises at all times to
survey, mark and sign the Premises or the Facilities, construct, install, operate, repair, remove,
replace, reconstruct, alter, relocate, patrol, inspect, improve, enlarge, remove, and maintain
electric utility facilities used or useful in the transmission and distribution of electricity, both
overhead and underground, including a building, and switchgear and control equipment, cables,
conduits and cable trench, wires, conductors, transformers, foundations, and other fixtures,
devices, and appurtenances used or useful in connection wherewith; (2) permit the joint use by
others for such other uses as may be required by law or agreed to by the Petitioner.

UNDERGROUND DISTRIBUTION NON-EXCLUSIVE ACCESS
EASEMENT

An Underground Distribution Non-Exclusive Easement over, under, upon, and across the
area outlined and hatched in DARK BLUE to enter upon said premises and use said premises to
survey, construct, operate, repair, replace, control, maintain, and use the underground electric
distribution facilities necessary to permit the operation, use and enjoyment of the Citys electric
transmission and distribution facilities. No facilities may be constructed within the easement
area that would interfere with the purpose of this Easement.


Exhibit LEG-3
Page 2 of 3
3

NO UNREASONABLE INTERFERENCE

Neither Party may unreasonably interfere or otherwise prohibit the other from access to real or
personal property or equipment necessary to survey, construct, operate, maintain, control, repair,
remove, replace or use any real or personal property or equipment, or to otherwise permit the use
of the Substation in a way that prevents the other from the uses permitted pursuant to any of
these Easements.

Exhibit LEG-3
Page 3 of 3
Exhibit NW-1
Exhibit NW-2
EASEMENT TERMS AND RESERVATIONS
FOR NIWOT SUBSTATION

NON-EXCLUSIVE ACCESS EASEMENT

A Non-Exclusive Access Easement over the area outlined in GREEN to enter upon,
over, under, and across said premises and use said premises to survey, construct, operate, patrol,
secure, repair, replace, control, maintain, and use improvements necessary to permit the
operation, use and enjoyment of the Citys electric transmission and distribution facilities.


TEMPORARY NON-EXCLUSIVE CONSTRUCTION
AND ACCESS EASEMENT

A Temporary Non-Exclusive Construction and Access Easement over the area outlined in
GREEN to enter upon, over, under, and across said premises and use said premises to survey,
construct, operate, patrol, secure, repair, replace, control, maintain, and use improvements
necessary to permit the operation, use and enjoyment of electric transmission and distribution
facilities until Petitioner completes construction of its independent systems. Such uses to include
DC system, batteries and chargers, AC station service system, existing control enclosure that
houses Boulder's protection and control equipment. The time for construction is estimated to be
approximately 18 months following the Petitioner's acquisition of the Easements. This access
easement will be from the time of Petitioner's acquisition of the Easements until completion of
construction and changeover to the independent operation of the identified systems.

NON-EXCLUSIVE ACCESS AND USE EASEMENT

A Non-Exclusive Access and Use Easement over the area outlined in GREEN to enter
upon, over, under, and across said premises and use said premises to connect to and use, and
share in the maintenance, repair and replacement of, improvements necessary to permit the
operation, use and enjoyment of the Citys electric transmission and distribution facilities. Such
uses to include the substation ground grid, fence and gates, cable trench, site drainage and oil
retention facilities, overhead shield wires and lightning protection, common protection and
control systems, vegetation control, and 230kV bus.

EXCLUSIVE EASEMENT

An Exclusive Easement over the area outlined in RED to survey, construct, operate,
patrol, secure, repair, replace, control, maintain, and use construct, operate and maintain electric
utility facilities along with all other equipment, fixtures, devices, and appurtenances used or
useful in connection therewith upon, across, over and under the surface to permit the operation,
use and enjoyment of the real and personal property and equipment acquired by the City.

Exhibit NW-3
Page 1 of 3
2

Together with the right and authority of Petitioner, its successors, licensees, lessees,
contractors, or assigns, and its agents and employees to: (1) enter the Premises at all times to
survey, mark and sign the Premises or the Facilities, construct, install, operate, repair, remove,
replace, reconstruct, alter, relocate, patrol, inspect, improve, enlarge, `and maintain electric
utility facilities used or useful in the transmission and distribution of electricity, both overhead
and underground, including buildings, lightning arresters, air-break switches, transformers,
busses, protection and control equipment and panels and enclosures, instrument transformers,
transmission line deadend structures, bus and equipment support structures, foundations,
outgoing distribution lines, circuit breakers, circuit switchers, voltage regulators, capacitor
banks, oil containment facilities, metal-clad switchgear and switches, pad-mounted switchgear
and sectionalizing and junction cabinets, towers, poles, and other supports of whatever materials;
together with braces, guys, anchors, cross-arms, cables, conduits, wires, communications
equipment, conductors, manholes, and other fixtures, devices, and appurtenances used or useful
in connection therewith; (2) permit the joint use by others for such other uses as may be required
by law or agreed to by the Petitioner.

EXCLUSIVE BUILDING EASEMENT

An Exclusive Building Easement over the area outlined in BLUE to survey, construct,
operate, patrol, secure, repair, replace, control, maintain, and use a building and electric utility
facilities along with all other equipment, fixtures, devices, and appurtenances used or useful in
connection therewith upon, across, over and under the surface to permit the operation, use and
enjoyment of the real and personal property and equipment acquired by the City.

Together with the right and authority in Petitioner, its successors, licensees, lessees,
contractors, or assigns, and its agents and employees to: (1) enter the Premises at all times to
survey, mark and sign the Premises or the Facilities, construct, install, operate, repair, remove,
replace, reconstruct, alter, relocate, patrol, inspect, improve, enlarge, remove, and maintain
electric utility facilities used or useful in the transmission and distribution of electricity, both
overhead and underground, including a building, and switchgear and control equipment, cables,
conduits and cable trench, wires, conductors, transformers, foundations, and other fixtures,
devices, and appurtenances used or useful in connection wherewith; (2) permit the joint use by
others for such other uses as may be required by law or agreed to by the Petitioner.

UNDERGROUND DISTRIBUTION NON-EXCLUSIVE ACCESS
EASEMENT

An Underground Distribution Non-Exclusive Easement over, under, upon, and across the
area outlined and hatched in DARK BLUE to enter upon said premises and use said premises to
survey, construct, operate, repair, replace, control, maintain, and use the underground electric
distribution facilities necessary to permit the operation, use and enjoyment of the Citys electric
transmission and distribution facilities. No facilities may be constructed within the easement
area that would interfere with the purpose of this Easement.


Exhibit NW-3
Page 2 of 3
3

NO UNREASONABLE INTERFERENCE

Neither Party may unreasonably interfere or otherwise prohibit the other from access to real or
personal property or equipment necessary to survey, construct, operate, maintain, control, repair,
remove, replace or use any real or personal property or equipment, or to otherwise permit the use
of the Substation in a way that prevents the other from the uses permitted pursuant to any of
these Easements.


Exhibit NW-3
Page 3 of 3
Exhibit GB-1
Exhibit GB-2
EASEMENT TERMS AND RESERVATIONS
FOR GUNBARREL SUBSTATION

NON-EXCLUSIVE ACCESS EASEMENT

A Non-Exclusive Access Easement over the area outlined in GREEN to enter upon,
over, under, and across said premises and use said premises to survey, construct, operate, patrol,
secure, repair, replace, control, maintain, and use improvements necessary to permit the
operation, use and enjoyment of the Citys electric transmission and distribution facilities.


TEMPORARY NON-EXCLUSIVE CONSTRUCTION
AND ACCESS EASEMENT

A Temporary Non-Exclusive Construction and Access Easement over the area outlined in
GREEN to enter upon, over, under, and across said premises and use said premises to survey,
construct, operate, patrol, secure, repair, replace, control, maintain, and use improvements
necessary to permit the operation, use and enjoyment of electric transmission and distribution
facilities until Petitioner completes construction of its independent systems. Such uses to include
DC system, batteries and chargers, AC station service system, existing control enclosure that
houses Boulder's protection and control equipment. The time for construction is estimated to be
approximately 18 months following the Petitioner's acquisition of the Easements. This access
easement will be from the time of Petitioner's acquisition of the Easements until completion of
construction and changeover to the independent operation of the identified systems.

NON-EXCLUSIVE ACCESS AND USE EASEMENT

A Non-Exclusive Access and Use Easement over the area outlined in GREEN to enter
upon, over, under, and across said premises and use said premises to connect to and use, and
share in the maintenance, repair and replacement of, improvements necessary to permit the
operation, use and enjoyment of the Citys electric transmission and distribution facilities. Such
uses to include the substation ground grid, fence and gates, cable trench, site drainage and oil
retention facilities, overhead shield wires and lightning protection, common protection and
control systems, vegetation control, and 230kV bus.

EXCLUSIVE EASEMENT

An Exclusive Easement over the area outlined in RED to survey, construct, operate,
patrol, secure, repair, replace, control, maintain, and use construct, operate and maintain electric
utility facilities along with all other equipment, fixtures, devices, and appurtenances used or
useful in connection therewith upon, across, over and under the surface to permit the operation,
use and enjoyment of the real and personal property and equipment acquired by the City.

Exhibit GB-3
Page 1 of 2
2

Together with the right and authority of Petitioner, its successors, licensees, lessees,
contractors, or assigns, and its agents and employees to: (1) enter the Premises at all times to
survey, mark and sign the Premises or the Facilities, construct, install, operate, repair, remove,
replace, reconstruct, alter, relocate, patrol, inspect, improve, enlarge, `and maintain electric
utility facilities used or useful in the transmission and distribution of electricity, both overhead
and underground, including buildings, lightning arresters, air-break switches, transformers,
busses, protection and control equipment and panels and enclosures, instrument transformers,
transmission line deadend structures, bus and equipment support structures, foundations,
outgoing distribution lines, circuit breakers, circuit switchers, voltage regulators, capacitor
banks, oil containment facilities, metal-clad switchgear and switches, pad-mounted switchgear
and sectionalizing and junction cabinets, towers, poles, and other supports of whatever materials;
together with braces, guys, anchors, cross-arms, cables, conduits, wires, communications
equipment, conductors, manholes, and other fixtures, devices, and appurtenances used or useful
in connection therewith; (2) permit the joint use by others for such other uses as may be required
by law or agreed to by the Petitioner.


UNDERGROUND DISTRIBUTION NON-EXCLUSIVE ACCESS
EASEMENT

An Underground Distribution Non-Exclusive Easement over, under, upon, and across the
area outlined and hatched in DARK BLUE to enter upon said premises and use said premises to
survey, construct, operate, repair, replace, control, maintain, and use the underground electric
distribution facilities necessary to permit the operation, use and enjoyment of the Citys electric
transmission and distribution facilities. No facilities may be constructed within the easement
area that would interfere with the purpose of this Easement.

NO UNREASONABLE INTERFERENCE

Neither Party may unreasonably interfere or otherwise prohibit the other from access to real or
personal property or equipment necessary to survey, construct, operate, maintain, control, repair,
remove, replace or use any real or personal property or equipment, or to otherwise permit the use
of the Substation in a way that prevents the other from the uses permitted pursuant to any of
these Easements.


Exhibit GB-3
Page 2 of 2