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HomeMy WebLinkAbout5 UAMPS Agenda Item # u Memorandum To: Board of Directors From: Stephen Hollabaugh Date: October 14, 2005 Subject: Consideration of a Master Firm Power Supply Agreement and corresponding resolution with UAMPS Why this matter is before the board: This matter involves (1) the District becoming a member of the Master Firm Power Supply Project at UAMPS. The Board president is the signatory to these agreements. History: The District has been a member of UAMPS since August 2000. When the District joined UAMPS, an agreement for "Joint and Cooperative Action" was signed. As a member of UAMPS, the District must be in at least one project. Currently the District is in the "Resource Project, the IPP #3 Project and the Pool Project of UAMPS. New Information: The District would like to join the Master Firm Power Supply Project at UAMPS. UAMPS is in the process of creating a new project currently called the Shaped Capacity and Energy Project that will cover the 2008-2009 timeframe. This new proposed project is anticipated to be consummated through the Firm Power Supply Project. Since Truckee Donner is interested in purchasing this new Product but not a member of the Firm Power Supply Project, Truckee Donner PUD will need to enter into the Agreement. For your approval and execution, attached are the Firm Power Supply Agreement and an authorizing resolution. I have attached a draft of the Shaped Capacity and Energy Agreement to help explain how the Pool Project, Firm Project, Nebo Project, IPP Project and the Shaped Capacity and Energy project are contemplated to work. Recommendation: (1) 1 recommend the Board approve the Master Firm Power Supply Agreement between UAMPS and Truckee Donner PUD. (2) 1 recommend the Board approve the resolution authorizing the execution and delivery of a Power Supply Agreement with Utah Associated Municipal Power Systems; and related matters. Page 1 of I Draft #1 SHAPED CAPACITY & ENERGY AGREEMENT BETWEEN UTAH ASSOCIATED MUNICIPAL POWER SYSTEMS' VAMPS POOL PROJECT AND VAMPS FIRM POWER PROJECT This Shaped Capacity & Energy Agreement (the "Agreement" ) , made and entered into as of December 21, 2005 between Utah Associated Municipal Power Systems' ("UAMPS" ) , Uamps Firm Power Project ("Uamps Firm") and Uamps Pool Project ("Uamps Pool") , both organized pursuant to the LAMPS Joint Action Agreement and By-laws. Uamps Firm and Uamps Pool may hereinafter be referred to collectively as ("Parties" ) and individually as ("Party" ) . W I T N E S S E T H: WHEREAS, UAMPS' Payson Power Project has entered into the Nebo Entitlement Assignment Agreement and CAMPS' Intermountain Power Project has entered into the !PP Scheduling Agency Agreement with the Uamps Pool providing capacity and energy; and WHEREAS, the Uamps Pool has offered to sell capacity and energy purchased from Nebo Entitlement Assignment Agreement and the IPP Scheduling Agency Agreement ("SC&E Resources") to the Uamps Firm according to the provisions of this Agreement; and WHEREAS, the Uamps Firm is desirous of purchasing the SC&E Resource from the Uamps Pool under this Agreement to meet present as well as future load requirements of its participants. NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the Parties agree as follows: SECTION 1 - TERM 1.1 This Agreement shall be effective upon the date first written above, provide that; if Uamps Firm has not entered into this Agreement by the last hour of December 21, 2005, this Agreement shall be null and void. 1.2 This Agreement shall remain in full force and effect through March 24, 2009, unless extended by the Parties in writing through n amendment to this Agreement. 1 SECTION 2 - SERVICE 2 . 1 The date of initial service hereunder shall not begin any sooner than January 1, 2006 . 2.2 Service hereunder shall be generally governed pursuant to the SC&E Resource Operating and Scheduling Procedures ("OSP") as provided for in Section 6, provided that any SC&E Resource OSP shall not amend, in any way, this Agreement. SECTION 3 - EXHIBITS 3 .1 The Exhibits attached hereto are part of this Agreement and by this reference are incorporated herein. The Exhibits are as follows: Exhibit 1 - Total Monthly Capacity amounts required by the Uamps Firm Exhibit 2 - Rates and Delivery Exhibit 3 - SC&E Resource Operating and Scheduling Procedures 3 .2 Exhibits may be revised only upon mutual written consent of the Parties. SECTION 4 - ENTITLEMENT AND CAPACITY OF THE VAMPS Firm 4.1 Uamps Pool shall make available to Tamps Firm the monthly capacity amounts as shown on Exhibit 1 hereto and the associated energy pursuant to Section 7. 4 .2 In the event that capacity is not available to Uamps Pool from both the Nebo Entitlement Assignment Agreement and the IPP Scheduling Agency Agreement to satisfy all Uamps Firm's capacity amounts shown on Exhibit 1, then the Uamps Pool shall replace capacity to the extent that Uamps Firm participants require such capacity pursuant to the SC&E OSP. SECTION 5 - PURCHASE AND DELIVERY OF POWER 5.1 The Uamps Firm shall pay the Uamps Pool, as described in Section 8, the sum of (1) the product of the monthly capacity rate, listed on Exhibit 2 and the monthly amount of capacity on Exhibit 1, (2) the share of the actual cost of operations and maintenance for the month relevant to the share sold by the Uamps Pool to the Uamps Firm, and (3) any share of fixed costs, billed through the Nebo Entitlement Assignment Agreement and the IPP Scheduling Agency Agreement, greater than the fixed costs listed on Exhibit 2 relevant to the share sold by the Damps Pool to the Uamps Firm. 5.2 Uamps Pool shall deliver all power and energy under this Agreement at the Points of Delivery listed on Exhibit 2. 2 SECTION 6 - OPERATING & SCHEDULING PROCEDURES 6.1 Uamps Firm agrees to adopt SC&E Resource OSP with Uamps Pool. 6 .2 Such SC&E Resource OSP shall be as similar as practical to all other operating & scheduling procedures with the Uamps Pool. 6.3 Such SC&E Resource OSP shall specify scheduling and accounting requirements and procedures to accomplish the purposes of this Agreement. SECTION 7 - AMOUNTS TO BE PAID BY UAMPS Firm 7 .1 Uamps Pool will bill and Uamps Firm shall pay Uamps Pool for power and energy as determined in Section 5, 7.2 The Uamps Pool shall charge a fee as determined by the DAMPS Board for expenses charged to or incurred by Uamps Pool as a result of this Agreement. Such fee shall be listed on Exhibit 2 . 7.3 The billing period hereunder shall be defined as a calendar month. SECTION 8 - PAYMENTS AND SETTLEMENTS 8.1 All payments due Uamps Pool 'hereunder shall be billed to the Uamps Firm by the 25th day of the month following the billing period. 8.2 If payment in full of an amount due from the Uamps Firm pursuant to Section 7 and this Section 8 is not made on or before the close of business on the due date of such payment, a delayed-payment charge on the unpaid amount due for each day overdue will be imposed at a rate equal to the lesser of one percent per Month, compounded monthly, or the maximum rate lawfully payable by the Uamps Firm. If said due date is Saturday, Sunday or a legal Utah State holiday, the next following business day shall be the last day on which payment may be made without the addition of the delayed-payment charge. 8.3 In the event of any dispute as to any portion of any amount due from Uamps Firm to Uamps Pool pursuant to this Agreement, Uamps Firm shall nevertheless pay the full amount of the disputed charges when due and shall give written notice of the dispute to Uamps Pool not later than the 60th day after such bill was submitted. Such notice shall identify the disputed bill, state the amount in dispute and set forth a full statement of the grounds on which such dispute is based. No adjustment shall be considered or made for disputed charges unless notice is given as aforesaid. The Board of Directors of UAMPS shall give consideration to such dispute and shall advise the Uamps Firm with regard to its position relative thereto within forty (40) days following receipt of such written notice. Upon final determination (whether 3 by agreement, arbitration, adjudication or otherwise) of the correct amount, any difference between such correct amount and such full amount paid shall be accounted for on the statement next submitted to the Uamps Firm after such determination. 8.4 All payments made by the Uamps Firm pursuant to this Agreement shall constitute a cost of purchased electric capacity and energy. In the event of any non-payment by the Uamps Firm of any amounts due under this Agreement, the Uamps Pool shall have all of the rights and remedies of any other unpaid supplier of goods and services for use in the operation and maintenance of Uamps Firm. SECTION 9 - AUDIT 9.1 Either Party shall have the right, at all reasonable times, to review and audit the books, records and documents of the other Party, directly pertaining to the billings and power delivery data required to administer this Agreement. Information obtained by either Party's representatives in examining the other Party's applicable records to verify such billings and power delivery data shall not be disclosed to third parties without prior written consent of the audited Party. SECTION 10 - UNCONTROLLABLE FORCES 10.1 Uamps Pool shall have no obligation to provide power and energy to the Uamps Firm under this Agreement if Uamps Pool is prevented from providing power and energy due to forces beyond its control, including, but not limited to, the lack of available transmission capacity between the resources available to the DAMPS Pool Project and the Points of Delivery specified in Exhibit 2 . SECTION 11 - WAIVERS 11. 1 A waiver at any time by a Party of its rights with respect to a default under this Agreement, or with respect to any other matter arising in connection with this Agreement, shall not be deemed a waiver with respect to any subsequent default or matter. No delay, short of the statutory period of limitations, in asserting or enforcing any right hereunder shall be deemed a waiver of such right. SECTION 12 - NOTICES 12.1 Any notice or demand by Uamps Firm to Uamps Pool under this Agreement shall be deemed properly given if it is provided, in writing, to the Damps Pool Chair. Any notice or demand by Uamps Pool to Uamps Firm under this Agreement shall be deemed properly given if it is provided, in writing, to the Uamps Firm Chair. 4 SECTION 13 - ASSIGNMENTS 13 .1 The Uamps Firm shall not sell, assign or dispose of all or any portion of this Agreement. IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their authorized officers as of the date first above written. Vamps Pool By Chair [SEAL] ATTEST: UAMPS Firm By Chair [SEAL] ATTEST: 5 EXHIBIT 1 EFFECTIVE JANUARY 1, 2006 Total Monthly Capacity Amounts Required By The Uamps Firm EXHIBIT 2 Rates and Delivery EXHIBIT 3 SC&E Resource operating and Scheduling Procedures MASTER FIRM POWER SUPPLY AGREEMENT BETWEEN UTAH ASSOCIATED MUNICIPAL POWER SYSTEMS AND TRUCKEE DONNER PUBLIC UTILITY DISTRICT This Master Firm Power Supply Agreement(this "Agreement"),is made and entered into as of December 21, 2005, between Utah Associated Municipal Power Systems, a political subdivision of the State of Utah ("UAMPS"), and Truckee-Donner Public Utility District, a pubic agency of the State of California and a member of UAMPS (the 'Purchaser"). UAMPS and the Purchaser are referred to collectively herein as the"Parties"and individually as a "Parry". RECITALS: UAMPS has been organized under the Utah Interlocal Cooperation Act, Title 11, Chapter 13, Utah Code Annotated 1953, as amended (the"Act') and the Utah Associated Municipal Power Systems Agreement for Joint and Cooperative Action, as amended and restated from time to time (the "Joint Action Agreement'), for the certain purposes, including acquiring reliable and economic supplies of electric power and energy for the benefit of the public agencies that are the parties to the Joint Action Agreement(the "Members"); and UAMPS and the Purchaser desire to enter into this Agreement to set forth the terms and conditions upon which UAMPS will sell and the Purchaser will purchase firm power and energy from certain sources as provided herein. In consideration of the mutual covenants and agreements set forth herein, the Parties agree as follows: SECTION 1—DEFINITIONS AND CONSTRUCTION 1.1 Capitalized terms used in this Agreement shall have the meanings assigned to such terms herein and the following terms shall have the following meanings: t "Board" means the Board of Directors of UAMPS. "Entitlement Share" means, with respect to each Transaction, the percentage obtained by dividing the electric capacity sold to the Purchaser hereunder(as listed on the applicable Transaction Confirmation) by the total electric capacity purchased by UAMPS under the related Firm Agreement. "Firm Agreement" means an agreement entered into by UAMPS pursuant to this Agreement for the purchase of firm supplies of electric power and energy. "Point of Delivery" means the point of delivery of all power and energy delivered to Purchaser by UAMPS under this Agreement, which point shall be the same as the point of delivery under the Transmission Agreement. "Pooling Agreement" means the Power Pooling Agreement between UAMPS and the Purchaser including all appendices and schedules attached thereto, as supplemented and amended from time to time. "Transaction" means a firm power purchase and sale transaction between UAMPS and the Purchaser pursuant to this Agreement, as set forth on a Transaction Schedule. "Transaction Schedule" means a written schedule setting forth the specific terms of a Transaction, in substantially the form attached hereto as Exhibit 1. "Transmission Agreement" means any transmission agreement or tariff utilized by UAMPS for the transmission of power and energy from UAMPS' point of receipt under a Firm Agreement to the Purchaser's Point of Delivery. 1.2 The words "hereunder," "herein," "hereto"and similar words refer to this Agreement and references to Sections refer to the Sections of this Agreement. 1.3 This Agreement is entered into pursuant to the authority contained in the Act and in furtherance of the provisions of the Joint Action Agreement. This Agreement shall be construed in accordance with the provisions of the Act and the laws of the State of Utah. SECTION 2—TERM AND TERMINATION 2.1 This Agreement shall be effective on and as of the date first written above and, subject to the provisions of Section 2.3, the purchase and sale obligations of the Parties hereunder shall remain in full force and effect through the latest of(1) the date of the termination of the Joint Action Agreement, (2) ninety (90) days following notice of an election by either parry to terminate this Agreement as provided in Section 2.2, and(3)March 31, 2049. 2.2 So long as no Transaction Schedule is then in effect, either Party may terminate its purchase or sale obligations under this Agreement by giving at least 90 days' written notice to the other Party of its election to terminate this Agreement. 2.3 Upon the expiration or termination of purchase and sale obligations of the Parties under this Agreement, this Agreement shall remain in effect for a period of 90 days for the limited purpose of any necessary winding-up arrangements, including the payment of any amounts owed to UAMPS by the Purchaser for services previously rendered hereunder. SECTION 3—REPRESENTATIONS AND WARRANTIES 3.1 Each Party represents and warrants to the other Party that(1) it possesses all legal power and authority necessary on its part to enter into this Agreement and each Transaction Schedule and to perform its obligations hereunder and thereunder, and(2) this Agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable in accordance with its terms. Upon the request of the other Party, each Parry agrees that it will provide such certificates and legal opinions as may be reasonably necessary to confirm the foregoing representations and warranties with respect to any Transaction SECTION 4—INITIAL TRANSACTION; FORMATION OF ADDITIONAL TRANSACTIONS 4.1 UAMPS has previously entered into (1) an Agreement for Supply of Power and Energy dated as of February 10, 1988 (the "Idaho Power Agreement") with the Idaho Power Company ("IPC")providing for the purchase of firm power and energy by UAMPS, and (2) Idaho Power Supply Agreements (the "Idaho Supply Agreements") with certain of the Members providing for the sale by UAMPS of all of the power and energy purchased by it under the Idaho Power Agreement. UAMPS is now engaged in negotiations with IPC regarding the terms of future firm power and energy purchases from IPC under the Idaho Power Agreement. 4.2 In the event that the Purchaser is one of the Members that has previously entered into an Idaho Supply Agreement with UAMPS, (1) the Idaho Power Agreement, as amended or supplemented as a result of such negotiations, shall constitute a Firm Agreement under this Agreement and (2) this Agreement and Transaction Schedule IPC shall be attached hereto, from and after the effective date thereof,supersede and replace in all respects the Idaho Supply Agreement between the Parties. 4.3 During the term of this Agreement, UAMPS will monitor the Members' requirements for firm supplies of power and energy and will seek to identify prospective suppliers for such requirements. UAMPS will from time to time notify the Purchaser, all other Members that have entered into firm power supply agreements comparable to this Agreement I and the appropriate committee of the Board of potential firm power supply transactions. Upon the request of the Purchaser, UAMPS will use its best efforts to negotiate and enter into additional Firm Agreements for the benefit of the Purchaser and any other requesting Members of UAMPS. Prior to the effective date of any additional Firm Agreement, UAMPS will provide to the Purchaser and to any other requesting Members the proposed terms of the Firm Agreement and Transaction Schedule, together with such additional information as UAMPS shall deem necessary or desirable. 4.4 This Agreement and each Transaction Schedule entered into by the Parties hereunder shall be read and construed as a single instrument governing a particular Transaction. In the event of any discrepancy between the provisions of this Agreement and of any Transaction Schedule, the provisions of the Transaction Schedule shall control. SECTION 5—PURCHASE AND SALE OF CAPACITY AND ENERGY 5.1 UAMPS shall use its best efforts to schedule for the account of the Purchaser the total capacity and associated energy from each Transaction and will use its best efforts to cause such capacity and energy to be delivered to the Purchaser at the Point of Delivery pursuant to the Transmission Agreement. The Purchaser agrees that UAMPS shall have no obligation to provide power and energy to the Purchaser under this Agreement if UAMPS is prevented from providing power and energy due to a failure to perform by the other party to a Firm Agreement, the lack of available transmission capacity or other forces beyond the control of UAMPS. 5.2 In the event that UAMPS is unable for any reason to schedule the full amount of capacity and associated energy under any Firm Agreement (whether as a result of a failure to perform by the other parry under the Firm Agreement, interruptions in transmission under the Transmission Agreement or otherwise), UAMPS shall schedule for the account of the Purchaser the amount of capacity equal to the product of the Purchaser's Entitlement Share and the amount of capacity actually available to UAMPS under the affected Firm Agreement. 5.3 The Purchaser shall take and pay for all capacity and energy scheduled for its account by UAMPS pursuant to this Agreement. SECTION 6—OPERATING AND SCHEDULING PROCEDURES 6.1 UAMPS shall schedule all power and energy under this Agreement in accordance with its operating and scheduling procedures as approved by the Board and in effect from time to time. UAMPS shall use its best efforts to ensure that such operating and scheduling procedures, to the extent practicable, promote the efficient and economic utilization of all power and energy from each Finn Agreement for the benefit of all of the Members that have entered into a related Transaction. UAMPS shall provide timely written notice to the Purchaser of any changes in the operating and scheduling procedures. 4 6.2 All power and energy available to the Purchaser as a result of any Transaction shall be assigned to the DAMPS Pool Project pursuant to the Pooling Agreement. SECTION 7-AMOUNTS TO BE PAID BY PURCHASER 7.1 The Purchaser shall pay UAMPS for all power and energy scheduled with respect to each Transaction under this Agreement an amount equal to the sum of(1) the charges for all capacity and energy, as set forth on the applicable Transaction Schedule, scheduled for the Purchaser by DAMPS, (2) the charges for transmission of such power and energy to the Point of Delivery under the terms of the Transmission Agreement, pursuant to such methodology as shall be approved from time to time by the Board, and (3) the product of the Purchaser's Entitlement Share and such other costs and expenses of UAMPS related to a Firm Agreement, the Transmission Agreement or otherwise, as determined from time to time by the Board. 7.2 All expenses charged to or incurred by UAMPS as a result of the specific Firm Agreement, the Transmission Agreement, or any other costs, administration or otherwise, which are not satisfied by the revenue under Section 7.1 above, shall be billed to the Purchaser by multiplying such unsatisfied expenses by the Purchaser's Entitlement Share for the applicable Transaction. 7.3 The amount of power and energy purchased by the Purchaser under Section 71 shall be determined in accordance with UAMPS' operating and scheduling procedures, as approved by the Board and in effect from time to time. 7.4 The Purchaser shall notify UAMPS in writing of its order and priority of resources and of any changes thereto. UAMPS shall have the right to verify such resources and shall notify Purchaser of each verification or denial of a resource as soon as possible. SECTION 8- PAYMENTS AND SETTLEMENTS 8.1 Amounts owed by the Purchaser to UAMPS in respect of each Transaction shall be billed to the Purchaser and shall be payable by the Purchaser at the times and in the manner provided in UAMPS' prevailing billing procedures and billing period. Such billing procedures and billing period may be changed from time to time by the Board. The initial billing period under this Agreement shall be a calendar month and for so long as such billing period is in effect, (1) all payments due UAMPS hereunder shall be billed to the Purchaser by the 25th day of the month following the billing period, and(2) all payments shall be due and payable at UAMPS office by the 15th day of the following month. 8.2 If payment in full of an amount due from the Purchaser pursuant to this Agreement is not made on or before the close of business on the due date of such payment, a 5 delayed-payment charge on the unpaid amount due for each day overdue will be imposed at a rate equal to the lesser of one percent per month, compounded monthly, or the maximum rate lawfully payable by the Purchaser. If said due date is Saturday, Sunday or a legal holiday in the State of Utah, the next following business day shall be the last day on which payment may be made without the addition of the delayed-payment charge. 8.3 In the event of any dispute as to any portion of any amount due from the Purchaser to UAMPS pursuant to this Agreement, the Purchaser shall nevertheless pay the full amount of the disputed charges when due and shall give written notice of the dispute to UAMPS not later than the 60th day after such bill was submitted. Such notice shall identify the disputed bill, state the amount in dispute and set forth a full statement of the grounds on which such dispute is based. No adjustment shall be considered or made for disputed charges unless notice is given as aforesaid. The Board shall give consideration to such dispute and shall advise the Purchaser with regard to its position relative thereto within forty (40) days following receipt of such written notice. Upon final determination(whether by agreement, arbitration, adjudication or otherwise) of the correct amount, any difference between such correct amount and such full amount paid shall be accounted for on the statement next submitted to the Purchaser after such determination. 8.4 All payments made by the Purchaser pursuant to this Agreement shall constitute a cost of purchased electric capacity and energy and an operating and maintenance expense of its electric system and UAMPS shall be entitled, in the event of any non-payment by the Purchaser of any amounts due under this Agreement, to all of the rights and remedies of any other unpaid supplier of goods and services for use in the operation and maintenance of the Purchaser's electric system. 8.5 The obligation of the Purchaser to make the payments provided for in this Agreement shall be limited to the revenues and available reserves of the electric system of the Purchaser. In no event shall the payment obligations of the Purchaser under this Agreement be deemed to constitute an indebtedness or liability of the Purchaser within the meaning of any applicable constitutional or statutory limitation or restriction and the Purchaser shall not be obligated to levy any taxes, general or special, for the purpose of paying to DAMPS, or to any assignee of UAMPS, any sum due under this Agreement. SECTION 9—GENERAL PROVISIONS 9.1 Either Parry shall have the right, at all reasonable times, to review and audit the books, records and documents of the other Parry, directly pertaining to the billings and power delivery data required to administer this Agreement. Information obtained by either Parry's representatives in examining the other Party's applicable records to verify such billings and power delivery data shall not be disclosed to third parties without prior written consent of the audited Parry. h 9.2 UAMPS hereby classifies this Agreement, each Firm Agreement and each Transaction Schedule hereunder, and all books, records and data relating hereto, as "protected records"within the meaning of the Government Records Access and Management Act, Title 63, Chapter 2, Utah Code Annotated 1953, as amended, and its policies thereunder. Such classification is based upon, among other things, the provisions of Section 63-2-304(3) and (4), Utah Code Annotated 1953. as amended, and the immediate and substantial financial and commercial harm that would be suffered by UAMPS as a result of the disclosure of such information to actual or potential competitors. The Purchaser agrees that(i)this Agreement, each Firm Agreement and each Transaction Schedule, and all books, records and data relating hereto contain sensitive commercial information, the disclosure of which to actual or potential competitors will cause immediate and substantial financial and commercial harm to the Purchaser and(ii) it will use its best efforts, to the extent permitted by applicable law, to avoid disclosing the foregoing to any person. In the event that the Purchaser receives a request for disclosure of the material described in this section, the Purchaser shall immediately notify UAMPS and afford UAMPS the opportunity to contest any disclosure. 9.3 A waiver at any time by a Party of its rights with respect to a default under this Agreement, or with respect to any other matter arising in connection with this Agreement,shall not be deemed a waiver with respect to any subsequent default or matter. No delay, short of the statutory period of limitations, in asserting or enforcing any right hereunder shall be deemed a waiver of such right. 9.4 Any notice or demand by the Purchaser to UAMPS under this Agreement shall be deemed properly given if mailed postage prepaid and addressed to UAMPS at its principal office or if telecopied to UAMPS with receipt confirmed, followed by a written copy of such notice or demand mailed to UAMPS postage prepaid; any notice or demand by UAMPS to the Purchaser under this Agreement shall be deemed properly given if mailed postage prepaid and addressed to the Purchaser's Representative at his address on file with UAMPS or if telepcopied to the Purchaser's Representative with receipt confirmed, followed by a written copy of such notice or demand mailed to the Purchaser's Representative postage prepaid. The designations of the name and the address to which any such notice or demand is directed above may be changed from time to time by either Party by giving written notice as provided above. 9.5 The Purchaser may not assign or transfer this Agreement or its any of its rights hereunder, nor may it sell, assign or dispose of all or any portion of its Entitlement Share without first obtaining the written approval of UAMPS. 9.6 This Agreement shall not be construed to require either Party to provide or purchase power and energy from any other agreement, other than this Agreement. IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their authorized officers as of the date first above written. 7 UTAH ASSOCIATED MUNICIPAL POWER SYSTEMS By: [SEAL] Chairman COUNTERSIGN AND ATTEST: Secretary TRUCKEE DONNER PUBLIC UTILITY DISTRICT By: [SEAL] President of the Board COUNTERSIGN AND ATTEST: District Clerk R EXHIBIT I FORM OF TRANSACTION SCHEDULE Firm Agreement: Effective Date: Term: Type of Delivery: Firm Capacity and Energy Total Capacity and Energy: Price: $ /MW; $ /MWh Purchaser's Entitlement Share: UTAH ASSOCIATED MUNICIPAL POWER SYSTEMS By TRUCKEE DONNER PUBLIC UTILITY DISTRICT By Truckee-Donner.FinnPowerAgr.doe 3 I R Y solu"ion No. 2005 - XXX AUTHORIZING THE EXECUTION AND DELIVERY OF A POWER SUPPLY AGREEMENT WITH UTAH ASSOCIATED MUNICIPAL POWER SYSTEMS; AND RELATED MATTERS. WHEREAS, Truckee Donner Public Utility District, California (the `Member) owns and operates a utility system for the provision of electric energy to its residents and others (the "System) and is a member of Utah Associated Municipal Power Systems ("UAMPS) pursuant to the provisions of the Utah Associated Municipal Power Systems Amended and Restated Agreement for Joint and Cooperative Action dated as of February 17, 1999, as amended (the `Joint Action Agreement); WHEREAS, the Member desires to purchase all or a portion of its requirements for electric power and energy from or through UAMPS and has entered into a Power Pooling Agreement with UAMPS to provide for the efficient and economic utilization of its power supply resources; WHEREAS, firm transactions may be advantageously utilized by the Member to manage costs of acquiring bulk supplies of electric power and energy to meet the requirements of the consumers served by the System and UAMPS has offered to enter into a Master Firm Power Supply Agreement (the "Power Supply Agreement) with the Member pursuant to which UAMPS and the Member may from time to time enter into various firm transactions for the purchase and sale of firm supplies of electric power and energy; and WHEREAS, the Member now desires to authorize and approve the Power Supply Agreement and to delegate authority to the Member's Representative to UAMPS (the `Member Representative') to enter into firm power supply transactions from time to time with UAMPS thereunder, subject to the parameters set forth in this Resolution; NOW, THEREFORE, BE IT RESOLVED by the Board of Truckee Donner Public Utility District as follows: Section 1. Execution, Delivery and Filing of the Power Supply Agreement The Power Supply Agreement, in substantially the form presented at the meeting at which this resolution is adopted, is hereby authorized and approved, and the President is hereby authorized, empowered and directed to execute and deliver the Power Supply Agreement on behalf of the Member, and the District Clerk is hereby authorized, empowered and directed to attest, countersign and affix the corporate seal of the Member to the Power Supply Agreement, with such changes to the Power Supply Agreement from the form attached hereto as are approved by the President, his execution thereof to constitute conclusive evidence of such approval. Promptly upon its execution, the Power Supply Agreement shall be filed in the official records of the Member. 2 Resolution 2005- XX i i Section 2. Authorization of Transactions and Transaction Schedules. The Member Representative is hereby authorized to enter into one or more Transactions with UAMPS pursuant to the provisions of the Power Supply Agreement and to execute on behalf of the Member one or more Transaction Schedules reflecting such Transactions. This authorization shall extend to all Transactions which, in the aggregate, (1) provide a quantity of electric power energy that does not exceed the Member's anticipated requirements for the period covered by the Transaction or Transactions (such anticipated requirements being as determined by the Member Representative based upon the operating history of the System) and (ii) are reasonably anticipated to require payments by the Member in each year not exceeding the budgeted power supply costs of the System for the fiscal year in which such Transaction or Transactions are entered into by the Member. All other Transactions shall require the prior approval of the Board, Section 3. Other Actions with Respect to the Joint Action Agreement The President, District Clerk, the Member Representative and other officers and employees of the Member shall take all actions necessary or reasonably required to carry out, give effect to, and consummate the transactions contemplated hereby and shall take all actions necessary to carry out the execution and delivery of the Power Supply Agreement and the performance thereof. Section 4. Miscellaneous; Effective Date. (a) All previous acts and resolutions in conflict with this resolution or any pad hereof are hereby repealed to the extent of such conflict. (b) in case any provision in this resolution shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (c)This resolution shall take effect immediately upon its adoption and approval. ADOPTED AND APPROVED this day of 2005. AYES: NOES: ABSTAIN: ABSENT: TRUCKEE DONNER PUBLIC UTILITY DISTRICT J. Ron Hemig, President ATTEST: Peter L. Holzmeister, District Clerk [SEAL] 2 Resolution 2005-XX