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HomeMy WebLinkAbout14 Western Area Power Agenda Item #TRUCKEE Public Utility Distric� Memorandum To: Board of Directors From: Stephen Hollabaugh Date: June 1, 2007 Subject: Letter Agreement for Sharing W on A Stampede Energy between Truckee Donner PUD and the City of Fall History: On April 4, 2007 the Board approved a contract with the Western Area Power Administration for purchase of generation from the Stampede Power Plant. The contract has been signed by all parties. This contract included the City of Fallon to share the output of this generation. New Information: Truckee Donner PUD and the City of Fallon have jointly created a letter agreement to share the output of the Stampede generation. Key provisions of the contract are as follows: 1. Ener V Allocation: Energy will be divided on an annual basis in an equal manner. The parties anticipate scheduling eneg each alternating created d duemonths unequal the year, using later months to balanceany differences production. 2. Metering: Metering is to be installed by Truckee and UAMPS; compatible with the City's metering requirements. The parties will share equally in the cost of the meter and appurtenant facilities and the installation of the meter and appurtenant facilities. 3. Transmission Arrangements: The parties are to separately notify Sierra Pacific of the addition of a new point of delivery and make appropriate transmission arrangements. 4. Invoicing: In accordance with the agreement, Truckee is responsible for establishing and administering the Stampede Energy Exchange Account. Western will bill Truckee and Truckee will bill the City for energy delivered to the City. The City will pay Truckee within 15 days of receiving the invoice. The City must pay the invoice in full, without delay, deduction or offset. Truckee will receive the entire administrative fee included in the Stampede Agreement. Truckee will provide the City with copies of all correspondence with Western related to the Stampede Energy Exchange Account. 5. Examination and Correction of Invoices: As soon as practicable, but no later than three (3) months after the City's receipt of each invoice and payment, the City shall notify Truckee in writing of any alleged error in such invoice. If the City notifies Truckee of an alleged error in an invoice, the Parties agree to make good faith efforts to reconcile the billing and mutually agree on the appropriate remedy, if any. Page 1 of 2 6. Value Calculation: Truckee will be responsible for reviewing with and d es'asgp the rt of the value calculation for Stampede energy and providing City th invoice for energy delivered to the City. 7. Non Firm Enerq rL: Should Western request delivery of non-firm energy as payment toward the balance in the Stampede Energy Account in accordance with section 12 of the Stampede Agreement, the parties will meet to discuss the feasibility, terms and conditions. The parties have the right to honor or reject the request. 8. First Offer: If at any time one party is unable to take delivery of Stampede Energy or desires to sell the energy, that party must first offer their allocation of Stampede Energy to the other party on the same terms and conditions contemplated by the Stampede Agreement. 9. Credit: The parties will maintain separate credit arrangements with Western in accordance with the Stampede Agreement. itency or 10.Controlling Aareement: In case of any he cons cede Agreementl'shalct lll control. etween this agreement and the Stampede Agreement, p The City of Fallon's counsel is still reviewing the document and may have some minor edits, possibly making the document unavailable until Monday, ltbe which abletime eview will and delivered to each Director. Also, Truckee Donner PUD's counsel i comment on any changes. Recommendation: The Board of Directors adopts and authorizes BoaruckeesDonner PUD Letter Agreement for Sharing WAPA Stampede Energy between T of Fallon in substantially the form presented. Page 2 of 2 Agenda Item # 14 • attachment Public Utility Distir Memorandum To: Board of Directors From: Stephen Hollabaugh Date: June 6, 2007 Subject: Letter Agreement for Sharing WAPA Sta pee d Energy between Truckee Donner PUD and Y o Please find attached the Truckee Donner PUD/ City of Fallon Letter Agreement for Sharing WAPA Stampede Energy. This was not included with the memo in your Board packet. Truckee Donner PUD/ City of Fallon Letter Agreement for Sharing WAPA Stampede Energy This agreement for the sharing of energy from the Stampede Project is made pursuant to the Contract for Energy Exchange Services, the"Stampede Agreement,"with Western Area Power Administration and the City of Fallon("the City")and Truckee Donner PUD ("Truckee"). The Stampede Agreement provides for the acquisition of energy from the Stampede hydro project and delivery of certain energy exchange services. Truckee Donner PUD "Truckee" and the City of Fallon"the City" agree to share the energy in an equitable manner for the mutual benefit of both parties. This agreement becomes effective with the approval of both parties and terminates when the Stampede Agreement terminates. Truckee and the City agree as follows: 1. Energy Allocation: Energy will be divided on an annual basis in an equal manner. The parties anticipate scheduling energy to each entity in alternating months during the year, using later months to balance any differences created due to unequal production. 2. Metering: Metering is to be installed by Truckee and UAMPS, compatible with the City's metering requirements. The parties will share equally in the cost of the meter and appurtenant facilities and the installation of the meter and appurtenant facilities. 3. Transmission Arrangements: The parties are to separately notify Sierra Pacific of the addition of a new point of delivery and make appropriate transmission arrangements. 4. Invoic In accordance with the agreement, Truckee is responsible for establishing and administering the Stampede Energy Exchange Account. Western will bill Truckee and Truckee will bill the City for energy delivered to the City. The City will pay Truckee within 15 days of receiving the invoice. The City must pay the invoice in full, without delay, deduction or offset. Truckee will receive the entire administrative fee included in the Stampede Agreement. Truckee will provide the City with copies of all correspondence with Western related to the Stampede Energy Exchange Account. 5. Examination and Correction of Invoices: As soon as practicable, but no later than three (3) months after the City's receipt of each invoice and payment, the City shall notify Truckee in writing of any alleged error in such invoice. If the City notifies Truckee of an alleged error in an invoice, the Parties agree to make good faith efforts to reconcile the billing and mutually agree on the appropriate remedy, if any. 6. Value Calculation: Truckee will be responsible for reviewing and auditing the value calculation for Stampede energy and providing the City with updates as part of the invoice for energy delivered to the City. 7. Non Firm Energy: Should Western request delivery of non-firm energy as payment toward the balance in the Stampede Energy Account in accordance with section 12 of the Stampede Agreement, the parties will meet to discuss the feasibility, terms and conditions. The parties have the right to honor or reject the request. 8. First Offer: If at any time one party . unable to take delivery of Stampede Energy or desires to sell the energy, that party must first offer their allocation of Stampede Energy to the other party on the same terms and conditions contemplated by the Stampede Agreement. 9. Credit The parties will maintain separate credit arrangements with Western in accordance with the Stampede Agreement. 10. Controlling Agreement: In case of any inconsistency or conflict between this agreement and the Stampede Agreement, the Stampede Agreement shall control. 11. Severabilit : If iny provision or portion of this agreement shall for an reason be held or adjudged to be invalid or illegal or unenforceable by anv court of competent jurisdiction or other government authority, (1) such portion or provision shall be deemed separate and independent• (2) the Parties shall negotiate in good faith to restore insofar as practicable the benefits to each Party that were affected b such rulin and 3 the remainder of this agreement shall remain in full force and effect. 12. Waiver The failure of a Party to this agreement to insist an up on y occasion, on strict erformance of anprovision of this agreement shall not relieve the other Party of any obligation or duty imposed upon such Party. Any waiver at anv time by either Part of its ri hts with respect to this a reement shall not be deemed a continuing waiver or a waiver with respect to any other failure to comply with any other obligation right or duty of this agreement. 13. Coin fete A reement: This agreement constitutes the entire agreement between the Parties with reference to the subject matter hereof and supercedes all prior and contem oraneous understandings or a reements oral or written between the Parties with respect to the subject matter of this agreement. There are no other a reements representations warranties or covenants that constitute any part of the consideration for or any condition to either Party's compliance with its obligations under this agreement. 14. Governing Law The validity interpretation and enforcement of this agreement and each of its rovisions shall be govemed b the laws of the State of California without regard to its conflicts of law principles. 15. Indemnity and Hold Harmless: To the greatest extent allowed by law, each Party agrees to indemnify, defend and hold harmless the other Party, and any of said other Party's affiliates. Directors. Officers, employees, agents and permitted assigns, from and against all claims, losses, liabilities, damages, settlements, judgments, awards, fines, penalties, costs, and expenses, including reasonable attorneys' fees directly incurred in connection with or directly arising out of any action, suit, administrative proceeding, investigation, defense, audit or other proceeding brought by a person or entity, including any governmental entity, and any settlement or compromise thereof, incurred by a Party, whether or not involving a third party claim, which the Party suffers, sustains, or becomes subject to as a result of: (a) any breach of or failure to perform any covenant or agreement in this agreement by said Party; (b) any failure to comply with applicable law, regulation or order by said Party; and (c) any claim of one of Party's employees or affiliates employees against the other Party's affiliates, which such employees could not ordinarily bring against the Party due to applicable workers' compensation laws, and which claims relate to or arise out of the performance by the Parties under this agreement. Truckee Donner PUD By Name: Title: Date: City of Fallon By: Name: Title: Date: