EXHIBIT 10.119
AMENDED AND RESTATED
SAN JUAN PROJECT PARTICIPATION AGREEMENT
AMONG
PUBLIC SERVICE COMPANY OF NEW MEXICO
TUCSON ELECTRIC POWER COMPANY
THE CITY OF FARMINGTON, NEW MEXICO
M-S-R PUBLIC POWER AGENCY
THE INCORPORATED COUNTY OF LOS ALAMOS, NEW MEXICO
SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY
CITY OF ANAHEIM
UTAH ASSOCIATED MUNICIPAL POWER SYSTEMS
TRI-STATE GENERATION AND TRANSMISSION ASSOCIATION, INC.
March 23, 2006
TABLE OF CONTENTS
SECTION
I. PARTIES AND INTRODUCTORY MATTERS
PAGE
1
PARTIES
1
2
RECITALS
2
3
AGREEMENT
8
4
EFFECTIVE DATE AND TERMINATION
9
5
DEFINITIONS
11
II. OWNERSHIP OF SAN JUAN PROJECT
6
OWNERSHIPS AND TITLES
21
7
CAPITAL IMPROVEMENTS AND RETIREMENTS OF SAN JUAN PROJECT AND PARTICIPANTS'
SOLELY OWNED FACILITIES
25
8
WAIVER OF RIGHT TO PARTITION
29
9
BINDING COVENANTS
30
10
MORTGAGE AND TRANSFER OF PARTICIPANTS' INTERESTS
32
11
RIGHTS OF FIRST REFUSAL
35
12
RIGHTS OF PNM AND TEP IN WATER AND COAL
40
13
SEVERANCE OF IMPROVEMENTS
41
III. ENTITLEMENTS TO OUTPUT OF SAN JUAN PROJECT
14
ENTITLEMENT TO CAPACITY AND ENERGY
42
15
CAPACITY ALLOCATION OF SWITCHYARD FACILITIES
44
16
USE OF FACILITIES DURING CURTAILMENTS
46
i
17
START-UP AND AUXILIARY POWER AND ENERGY REQUIREMENTS
48
IV. ADMINISTRATION
18
COORDINATION COMMITTEE
49
19
ENGINEERING AND OPERATING COMMITTEE
54
20
FUELS COMMITTEE
59
21
AUDITING COMMITTEE
66
V. BUDGETS AND OPERATING EXPENSES
22
OPERATION AND MAINTENANCE EXPENSES
70
23
FUEL COSTS
78
24
ANNUAL BUDGETS
89
25
PAYMENT OF TAXES
90
26
MATERIALS AND SUPPLIES
91
27
EMERGENCY SPARE PARTS
93
VI. OPERATING AGENT
28
OPERATION AND MAINTENANCE
94
29
OPERATING EMERGENCY
100
30
PAYMENT OF EXPENSES BY PARTICIPANTS
102
31
OPERATING INSURANCE
105
32
SURPLUS OR RETIRED PROPERTY
109
33
REMOVAL OF OPERATING AGENT
110
34
DEFAULTS BY OPERATING AGENT
112
ii
VII. DEFAULTS, LIABILITY AND ARBITRATION
35
DEFAULTS
114
36
LIABILITY
120
37
ARBITRATION
125
VIII. RETIREMENT AND RECONSTRUCTION
38
DESTRUCTION, DAMAGE OR CONDEMNATION OF A UNIT
128
39
RIGHTS OF PARTICIPANTS UPON TERMINATION
130
40
DECOMMISSIONING OF THE PROJECT
131
IX. MISCELLANEOUS PROVISIONS
41
RELATIONSHIP OF PARTICIPANTS
132
42
NOTICES
133
43
OTHER PROVISIONS
137
44
EXECUTION IN COUNTERPARTS
138
45
AMENDMENTS
139
EXHIBIT I
Real Property
EXHIBIT II
Annual Minimum Coal
EXHIBIT III
Switchyard Facilities
EXHIBIT IV
Ownership of Equipment
EXHIBIT V
O&M of Equipment
EXHIBIT VI
A&G Expenses
EXHIBIT VII
Coal Allocation and Billing
EXHIBIT VIII
Adjustment of Voting Requirements
EXHIBIT IX
Fixed Fuel Expense
EXHIBIT X
Variable Fuel Expense
iii
PART I
PARTIES AND INTRODUCTORY MATTERS
1.0 PARTIES:
The parties to this Amended and Restated San Juan Project Participation
Agreement ("Agreement") are: PUBLIC SERVICE COMPANY OF NEW MEXICO, a New Mexico
corporation ("PNM"); TUCSON ELECTRIC POWER COMPANY, an Arizona corporation
("TEP"); THE CITY OF FARMINGTON, NEW MEXICO, an incorporated municipality and a
body politic and corporate, existing as a political subdivision under the
constitution and laws of the State of New Mexico ("Farmington"); M-S-R PUBLIC
POWER AGENCY, a joint exercise of powers agency organized under the laws of the
State of