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HomeMy WebLinkAboutRES 2008-36 - Board RESOLUTION No.2008-36 A RESOLUTION AUTHORIZING AND APPROVING: (1) A POWER SUPPLY RESOURCE PLAN; (2)THE ACQUISITION OF AN ENTITLEMENT SHARE IN THE PAYSON POWER PROJECT; (3) AN ABSOLUTE ASSIGNMENT AGREEMENT; (4) THE PAYSON POWER PROJECT POWER SALES CONTRACT WITH UTAH ASSOCIATED MUNICIPAL POWER SYSTEMS("UAMPS");AND(5)RELATED MATTERS. WHEREAS, Truckee Donner Public Utility District ("TDPUD") 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 ownership and operation of electric generating, transmission and related facilities in order to secure and provide reliable, economic sources of electric power and energy for its members; WHEREAS, UAMPS has acquired and constructed and now owns and operates a gas-fired electric generating facility in Payson, Utah, together with related facilities and equipment (the "Project"); WHEREAS, all of the capacity and output of the Project has been sold to participating members of UAMPS (collectively, the "Participants"), pursuant to separate Payson Power Project Power Sales Contracts, each dated as of June 1, 2002 (each a "Power Sales Contract" and collectively, the "Power Sales Contracts")between UAMPS and each of the Participants; WHEREAS, capitalized terms used and not otherwise defined in this resolution shall have the meanings assigned to them in the Power Sales Contracts; WHEREAS, one of the Participants, Payson City, Utah ("Payson") has notified UAMPS that it proposes to transfer all of its rights and obligations with respect to 4,118 kW of the Project's optimum operating capability (5,000 kW of the Project's maximum operating capability) to TDPUD,by the assignment of an Entitlement Share of 3.6768% and a Debt Service Share of 3.8888% (collectively, the "Assigned Interest") to TDPUD, pursuant to and in compliance with the provisions of the Power Sales Contract, and TDPUD has notified UAMPS that it desires to absolutely assume and acquire the Assigned Interest; WHEREAS, there has been prepared and delivered to TDPUD the form of an Absolute Assignment Agreement (the "Assignment Agreement"), among Payson, UAMPS and TDPUD, providing for the absolute assignment and transfer of the Assigned Interest to TDPUD; - 3 - TDPUD Reso.&Minutes WHEREAS, TDPUD desires to execute a Power Sales Contract to acquire an Entitlement Share in the Project, through which TDPUD will hold and own the Assigned Interest; WHEREAS, the Board of Directors of TDPUD (the "Governing Body') has reviewed the long-term power supply resource plan (the "Power Supply Resource Plan") of TDPUD which sets forth the needs of TDPUD for long-term, reliable, cost-based supplies of electric power and energy, and has considered, among other things, the following: (a)the economies and efficiencies of scale achieved and to be achieved through the ownership and operation by UAMPS of the Project for the benefit of the Participants, (b) the need of TDPUD for the electric energy represented by the Assigned Interest to meet its current and reasonably expected power supply requirements and to provide reserve capacity, (c) the estimated useful life of the Project, (d) the length of time in advance necessary to obtain, acquire or construct an additional or alternative power supply, (e) the reliability and availability of TDPUD's existing power supply sources, the Project and alternative power supply sources and the cost or estimated cost thereof, (f) the financial, regulatory, and technical feasibility of operating the Project, and (g) all such other matters as were deemed necessary or appropriate by TDPUD as a basis for and in connection with its authorization and execution of the Power Sales Contract; WHEREAS, the Governing Body has also reviewed(or caused to be reviewed on its behalf) certain descriptions and summaries of the Project, the Power Sales Contract and the Project Agreements, and representatives of TDPUD have participated in discussions and conferences with DAMPS 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, TDPUD acknowledges that the obligation of TDPUD to make the payments provided for in the Power Sales Contract will be a special obligation of TDPUD and an operating expense of TDPUD's electric system, payable from the revenues and other available funds of the electric system, and that TDPUD 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, TDPUD now desires to authorize and approve the acquisition of the Assigned Interest and its Entitlement Share, the Assignment Agreement and the Power Sales Contract; Now, THEREFORE, BE IT RESOLVED by the Governing Body of Truckee Donner Public Utility District as follows: Section 1. Approval of Power Supply Resource Plan. The Power Supply Resource Plan of TDPUD attached hereto as Annex A is hereby authorized and approved. Section 2. Execution and Delivery of the Assignment Agreement. The Assignment Agreement, in substantially the form attached hereto as Annex B. including the Assigned Interest thereunder, is hereby authorized and approved, and the President is hereby authorized, - 4 - TDPUD Reso.&Minutes empowered and directed to execute and deliver the Assig nment gnment Agreement on behalf of TDPUD, and the Clerk is hereby authorized, empowered and directed to attest and countersign such execution and to affix the corporate seal of TDPUD to the Assignment Agreement, with such changes to the Assignment Agreement from the form attached hereto as Annex A as shall be necessary to complete the form of the Assignment Agreement or to correct any minor irregularities or ambiguities therein and as are approved by the President, his or her execution thereof to constitute conclusive evidence of such approval. Section 3. Execution and Delivery of the Power Sales Contract; Participant's Representative. (a) The Power Sales Contract, in substantially the form attached hereto as Annex C, including TDPUD's 3.6768% Entitlement Share and the resulting Debt Service Percentage and Debt Service Share, 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 TDPUD, and the Clerk is hereby authorized, empowered and directed to attest and countersign such execution and to affix the corporate seal of TDPUD to the Power Sales Contract, with such changes to the Power Sales Contract from the form attached hereto as Annex C as shall be necessary to conform to TDPUD'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) The appointment of Stephen Hollabaugh as the Participant's Representative to UAMPS for TDPUD. Such Representative (or, in his or her absence, such altemate(s)) is hereby delegated full authority to 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 4. Further Authority. The President, Clerk and Attorney for TDPUD are hereby authorized and directed to take all actions on their part necessary or desirable in connection with the execution and delivery of the Assignment Agreement, Power Sales Contract and Second Supplement and the completion of the transactions contemplated thereby, including the execution and delivery of such closing certificates and opinions of counsel as may be necessary. If (a) the President or (b) the Clerk shall be unavailable to execute or attest and countersign, respectively, the foregoing agreements and contracts, the same may be executed, or attested and countersigned, respectively, by (i) the Vice President or any other member of the Board of Directors, or(ii) any Assistant Clerk. Section S. 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. - 5 - TDPUD Reso.&Minutes (d) This resolution shall take effect immediately upon its adoption and approval. ADOPTED AND APPROVED this 5th day of November, 2008. TRUCKEE DONNER PUBLIC UTILITY DISTRICT By Tim F. Taylor, President ATTEST: Michael D. Holley, Clerk of the oard [SEAL] - 6 - TDPUD Reso.&Minutes Truckee Donner Public Utility District November 5, 2008 The Board of Directors (the "Governing Body ) of Truckee Donner Public Utility District ("TDPUD"), pursuant to due notice met in regular public session on November 5, 2008, at the hour of 6:00 p.m., at its regular meeting place at 11570 Donner Pass Road, Truckee, California. The meeting was duly called to order by the President with the following members of the Governing Body being present, constituting a quorum of the Governing Body: NAME TITLE Tim Taylor President William L. Thomason Vice President Ron Hemig Board Member Pat Sutton Board Member Absent: Director Joe Aguera Board Member Also Present: NAME TITLE Michael D Holley General Manager Stephen Hollabaugh Assistant General Manager Steve Gross Attorney s Payson Transfer(2)resolution.doc TDPUD Reso.&Minutes 0865790/JCB/CJ/wlc After the conduct of business not pertinent to the following, the following resolution was then introduced in written form and pursuant to motion duly made and seconded, was adopted and approved by the following vote: Aye: Director Hemig Director Sutton Director Thomason President Taylor Nay: None The resolution was thereupon signed by the President, was attested and countersigned by the Clerk, and was ordered recorded in the official records of TDPUD. The resolution is as follows: - 2 - TDPUD Reso.Minutes