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HomeMy WebLinkAboutRES 2014-05 - Board TRUCKEE DONNER • Public Utility District Resolution No. 2014 - 05 A RESOLUTION AUTHORIZING AND APPROVING THE VEYO HEAT RECOVERY PROJECT POWER SALES CONTRACT WITH UTAH ASSOCIATED MUNICIPAL POWER SYSTEMS; AND RELATED MATTERS. Whereas, Truckee Donner Public Utility District (the `Participant') 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, as amended (the "Joint Action Agreement'); Whereas, one of the purposes of UAMPS under the Joint Action Agreement is the acquisition and construction of electric generating, transmission and related facilities in order to secure reliable, economic sources of electric power and energy for its members; Whereas, UAMPS proposes to acquire a waste heat recovery electric generation • project to be located in Veyo, Utah, known as the Veyo Heat Recovery Project (the "Project"); Whereas, the Governing Body has reviewed (or caused to be reviewed on its behalf) certain descriptions and summaries of the Project, the Power Sales Contract and the Project Agreements (the "Project Agreements" and other capitalized terms used and not defined herein shall have the meanings assigned to them in the Power Sales Contract), and representatives of the Participant have participated in discussions and conferences with UAMPS and others regarding the Project and have received from UAMPS all requested information and materials necessary for the decision of the Governing Body to authorize and approve the Power Sales Contract; Whereas, the Power Sales Contract provides that the Participant may make a Capital Contribution to UAMPS prior to the issuance of any Bonds to finance the Cost of the Project, thereby reducing the Debt Service Costs that would otherwise be payable by the Participant; Whereas, any Capital Contribution made by the Participant will be deposited with the trustee appointed under the Financing Documents (the "Trustee"), will be held in a special account and will be used solely for the payment of the Cost of the Project; Whereas, the Participant acknowledges that the obligation of the Participant to make the payments provided for in the Power Sales Contract will be a special obligation of the Participant and an operating expense of the Participant's electric system, payable from 1 Resolution 2014-05 • the revenues and other available funds of the electric system, and that the Participant shall be unconditionally obligated to make the payments required under the Power Sales Contract whether or not the Project or any portion thereof is acquired, constructed, completed, operable or operating and notwithstanding the suspension, interruption, interference, reduction or curtailment of the output thereof for any reason whatsoever; and Whereas, the Participant now desires to authorize and approve the Power Sales Contract; Now, Therefore, Be It Resolved by the Governing Body of Truckee Donner Public Utility District, as follows: Section 1. Execution and Delivery of the Power Sales Contract; Participant's Representative. (a)The Power Sales Contract, in substantially the form attached hereto as Annex A, is hereby authorized and approved, and the President is hereby authorized, empowered and directed to execute and deliver the Power Sales Contract on behalf of the Participant, and the Clerk is hereby authorized, empowered and directed to attest and countersign such execution and to affix the corporate seal of the Participant to the Power Sales Contract, with such changes to the Power Sales Contract from the form attached hereto as Annex A as shall be necessary to conform to the Participant's legal status, to complete the form of the Power Sales Contract or to correct any minor irregularities or ambiguities therein and as are approved by the President, his execution thereof to • constitute conclusive evidence of such approval. (b) An Entitlement Share representing up to 1,972 kW of capacity, as such capacity amount may be adjusted by the Project Management Committee pursuant to the Power Sales Contracts, is hereby authorized and approved. (c) The appointment of Steve Hollabaugh as the Participant's Representative to UAMPS is hereby confirmed. Such Representative (or, in his or her absence, such alternate(s)) is hereby delegated full authority to (i) approve any appendix to the Pooling Agreement between UAMPS and the Participant that may be necessary or desirable in connection with the utilization of the Participant's Entitlement Share and (ii) act on all matters that may come before the Project Management Committee established by the Power Sales Contract, and shall be responsible for reporting regularly to the Governing Body regarding the activities of the Project Management Committee. Section 2. Approval and Authorization of Capital Contribution. The Participant hereby elects to make a Capital Contribution in an amount equal to$500,000, which is less than or equal to the Capital Contribution amount that may be elected by the Participant under the terms and provisions of the Power Sales Contract. Pursuant to the Power Sales Contract, it is hereby found and determined that amounts used to make such Capital Contribution are derived from retained earnings of the Participant's electric enterprise fund or other legally available moneys of the Participant not derived from any external • borrowing, including legally available funds now on deposit in the Participant's margin account with UAMPS. The Participant's representative to UAMPS is hereby authorized 2 Resolution 2014-05 • and directed to determine the source of the moneys to be used to make the Capital Contribution from the sources authorized by this Resolution at such time as shall be directed by UAMPS. The Participant shall deposit its Capital Contribution with the Trustee in accordance with the escrow instructions to be provided by UAMPS. Section 3. Compliance with Tax Covenants. The Participant agrees in the Power Sales Contract that it will apply all of the energy acquired under the Power Sales Contract to a Qualified Use and that it will not take or omit to take any action which could adversely affect the Tax Status of any Bond or Bonds theretofore issued or thereafter issuable by UAMPS. Section 4. Miscellaneous; Effective Date. (a) This resolution shall be and remain irrepealable until the expiration or termination of the Power Sales Contract in accordance with its terms. (b) All previous acts and resolutions in conflict with this resolution or any part hereof are hereby repealed to the extent of such conflict. (c) 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. • (d) This resolution shall take effect immediately upon its adoption and approval. Adopted and Approved this sixteenth day of April, 2014. AYES: Directors Aguera, Bender, Ellis, Hemig and Laliotis NOES: None ABSTAIN: None ABSENT: None Truckee Donner Public Utility District By Tony Laliotis, President Attest: /77 Michael D. Holley, P.E. Clerk of the Board • [Seal] 3 Resolution 2014-05