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Home My WebLink AboutRES 2022-17 - Board DocuSign Envelope ID:71E80FB3-C933-47EO-82D9-597D01Cl2Fl4 ATTACHMENT 2 ■ UCKEE r Public Utility District i Resolution No. 2022-17 Authorize the Red Mesa Tapaha Solar Project Amended And Restated Transaction Schedule Under the 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 March 20, 2009, as amended (the "Joint Action Agreement"); and 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; and WHEREAS, the Member has previously entered into the Master Firm Power Supply Agreement with UAMPS in order to allow for UAMPS entering into various firm transactions for the purchase and sale of firm supplies of electric power and energy; and WHEREAS, UAMPS has investigated the Red Mesa Tapaha Solar Project (the "Project"), a sixty-six (66) megawatt (MW) solar photovoltaic generation facility to be located on the Navajo Nation, on behalf of its members and is now prepared to enter into a twenty-five (25)year power purchase agreement with Navajo Generation LLC to secure the delivery of all the energy from the Project and associated environmental attributes; and WHEREAS, the Member now desires to authorize and approve the Red Mesa Tapaha Amended and Restated Transaction Schedule ("Amended and Restated Transaction Schedule") attached hereto as Exhibit A for the Project subject to the parameters set forth in this Resolution; and NOW THEREFORE BE IT RESOLVED by the Board of Directors of Truckee Donner Public Utility District as follows: Section 1 . Authorization of Red Mesa Tapaha Amended and Restated Transaction DocuSign Envelope ID:71E80FB3-C933-47EO-82D9-597D01Cl2Fl4 Schedule. The Amended and Restated Transaction Schedule, in substantially the form presented at the meeting at which this Resolution is adopted, is hereby authorized and approved, and the Member Representative is hereby authorized, empowered and directed to execute and deliver the Amended and Restated Transaction Schedule on behalf of the Member. Promptly upon its execution, the Amended and Restated Transaction Schedule shall be filed in the official records of the Member. Section 2. Other Actions with Respect to the Joint Action Agreement. The President, District Clerk, 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 Amended and Restated Transaction Schedule and the performance thereof. Section 3. Miscellaneous; Effective Date. (a) All previous acts and Resolutions in conflict with this resolution or any part hereof are hereby repealed to the extent of such conflict, including Resolution 2019-20. (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. PASSED AND ADOPTED by the Board of Directors at a meeting duly called and held within the District on the 7t" day of September, 2022 by the following roll call vote: Presiden AYES:Di recttor�,�*1VC!Lra$iotis,Harris ender, NOES: ABSTAIN: ABSENT: TRUCKEE DONNER PUBLIC UTILITY DISTRICT Do''<''uIlg otlby By SfaiVAn Christainn, President of the Board ATTEST' D...Sign by � ,a��Ja.(.utiuur I BBBBBAI2BP1Bi_. Shanna D. Kuhlemier, CMC, District Clerk DocuSign Envelope ID:71E80FB3-C933-47E0-82D9-597D01C12F14 Exhibit A Red Mesa Tapaha Solar Amended and Restated Transaction Schedule DocuSign Envelope ID:71E80FB3-C933-47EO-82D9-597D01Cl2Fl4 RED MESA TAPAHA SOLAR FIRM POWER SUPPLY AGREEMENT AMENDED AND RESTATED TRANSACTION SCHEDULE This Amended and Restated Transaction Schedule to the Master Firm Power Supply Agreement to which all Parties to this Amended and Restated Transaction Schedule are signatories provide for the following transactions. The Parties to this Amended and Restated Transaction Schedule agree to the following provisions and agree to pay all costs of this transaction through the Firm Power Supply Proj ect. PURCHASER: Truckee Donner Public Utility District ENTITLEMENT SHARE: 9.0909% SUPPLIER: NTUA Generation—Utah, LLC (the "Red Mesa Tapaha Solar Project") EFFECTIVE DATE: The Amended and Restated Power Purchase Agreement by and between UAMPS and NGI Generation-Utah, LLC for the Red Mesa Tapaha Solar Resource (the "Amended and Restated PPA")was executed on July 27, 2022. The Amended and Restated PPA becomes effective upon UAMPS obtaining member governing body approvals which UAMPS anticipates satisfying within 90 days. The Scheduled Commercial Operation Date ("COD") is March 15, 2023. The COD may not occur earlier than April 1, 2022 but not later than September 15, 2023. TERM: A 25-year delivery term commencing on COD. The Amended and Restated PPA will become effective upon UAMPS satisfying the condition precedent identified above. AMOUNT: 6,000 kW and associated Environmental Attributes PRICE: $37.00/MWh OTHER PROVISIONS: Energy: UAMPS will schedule all energy pursuant to the terms and conditions of the Amended and Restated PPA and will delivery to the Purchaser its Entitlement Share of the Red Mesa Tapaha Solar Resource. The Red Mesa Tapaha Solar Resource is to be constructed as a 66 MW from solar photovoltaic generation facility located on the Navajo Reservation. Transmission: UAMPS will charge and the Purchaser will pay transmission charges as adopted by the UAMPS Board of Directors from time to time. DocuSign Envelope ID:71E80FB3-C933-47EO-82D9-597DOlCl2Fl4 Administration: UAMPS will charge and Purchasers will pay the scheduling fee and reserve fee as adopted by the UAMPS Board of Directors from time to time. Buyout Options: Under the Amended and Restated PPA, UAMPS has the ability to buy the Red Mesa Tapaha Solar Resource from NGI at specified buyout dates pursuant to a fair market value appraisal. If UAMPS is directed to pursue one of its buyout options, then UAMPS will in parallel develop new contracts or amend the Firm Power Supply Agreement with the Purchasers to provide UAMPS with the ability to finance the buyout of the Red Mesa Tapaha Solar Resource. Other: Any costs incurred by UAMPS due solely to this Amended and Restated Transaction Schedule, including but not limited to Amended and Restated PPA costs, transmission costs, scheduling costs, administrative costs and legal costs will be the responsibility of Purchasers invoiced through the UAMPS Power Bills. This Amended and Restated Transaction Schedule may be signed in counterpart. Dated this 9/12/2022 day of 9/12/2022 52022. TRUCKEE DONNER PUBLIC UTILITY DISTRICT D...Sig..d by: By� ]]918AEg63C]4F3... Title:General Manager UTAH ASSOCIATED MUNICIPAL POWER SYSTEMS By: Title: