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HomeMy WebLinkAboutQlinhagak Project Agreements, Contracts & Budget 1969OPERATING AGREEMENT AGREEMENT, made J4we 2 & , 1969, vetween ALASKA VILLAGE ELECTRIC COOPERATIVE, INC., an electric cooperative corporation (hereinafter called "AVEC") , and the VILLAGE oF Qumhagak , a city of the fourth class (hereinafter called the "Village"), WHEREAS, AVEC is establishing or about to establish an electric generating and distribution system in the Village under a long range plan whereby people of the Village will install the facilities and after training will operate the same as employees of the Village, thereby promoting the economic welfare of the Village and providing jobs for the residents of the Village. WHEREAS, AVEC desires, and the Village is willing to furnish, operation services upon the terms and conditions hereinafter set forth. NOW, THEREFORE, in consideration of the mutual undertakings herein contained, AVEC and the Village promise and agree as follows: Section 1. Operation. The Village shall operate the System of AVEC in performing its duties hereunder, the Village shall comply with all applicable laws now or hereafter in force, and all franchises or other governmental authorizations now or hereafter granted with respect to the system of AVEC. Section 2. Utility Board. The City Council of the Village will appoint a Utility Board whose function will be to supervise the operation of the system of AVEC. This Utility Board will consist of three (3) residents of the Village appointed by the City Council of the Village for three (3) year terms on a staggered basis. Initially one (1) member shall be appointed for one (1) year, another for 2 two (2) years, and the third for three (3) years. Members may be reappointed at the end of their terms. A board member may be removed only by a majority vote of all the members of the City Council and with the written consent of AVEC. Vacancies on the Utility Board shall be filled by the Village Council. Section 3. Employees. The Village shall employ and pay such number of persons, who as employees of the Village, are required to operate the system of AVEC under the supervision of the Utility Board. AVEC will provide the training for such employees but any work they actually perform will be done under the exclusive supervision of the Utility Boare. Section 4. Hold Harmless. ‘The Village will hold AVEC harmless from all claims, if any, arising as a result of the operation of the system of AVEC. Section 5. Payments. AVEC shall pay the Village monthly, two hundred sixty dollars ($260) for services rendered hereunder commencing on the date the construc- the C'ty Council of the Village. Section 6. Effectiveness and Term. This Agreement shall become effective orily upon approval thereof in writing by the Administrator and shall, from such effecsive date continue in foree for a period of twenty (20) years, with an irrevo- cable option for AVEC to renew this franchise under a tome Coen and conditions for an additional twenty years. AVEC may, subject to approval in writing by the Administrator, terminate this Agreement at any time by giving the Village six (6) months notice in writing of its desire to terminate this Agreement. Section 7. Franchise. The Village agrees, upon request by AVEC, during 3 the life of this Agreement, to grant AVEC an exclusive franchise to serve the Village with electric power. THE VILLAGE OF Qulvhay ak By 4 Klenrys LI wtWcee? or (SEAL) ttest: eoge WW (Lhasa Tt . Clerk ALASKA VILLAGE ELECTRIC COOPERATIVE, INC. By (Z L274 £2 PLC bey (phe Presideyt Y (SEAL) C) 2 the end result required by the Cooperative for the electrical facility. The Village will also see that the labor force does its job in a diligent and efficient manner without undue interruption. lh. The Village will hold the Cooperative harmless from all claims, if any, arising as a result of the construction and installation of said facilities by village employees. 5. The Cooperative will pay for the installation of said facilities, when fully completed, on the basis of $200.00 for each meter connected in the village. Upon completion of construction and installation and performance of all the work required to be done by the village under this agreement, the Cooperative will pay 90% of the total cost at the rate per meter set forth above. The Cooperative will pay the final 10% of the total sum when the project is inspected and accepted by the Cooperative's engineer, energized, and electric service becomes available for the village. 6. The Cooperative will furnish the necessary hand tools and implements to carry out the work, and the village shall have the responsibility of returning the same to the Cooperative after the work is completed. 7. All work shall be done pursuant to the requirements of the National Electric Safety Code and plans and specifications to be provided by the Cooperative. 8. This Agreement shall become effective only upon approval thereof in writing by the Administrator. ALASKA VILLAGE ELECTRIC COOPERATIVE, INC. By hr ag THE VILLAGE OF a ke By Rens Al2er AS @ ¢ LABOR AGREEMENT THIS AGREEMENT, made and entered into this «@ G day of DUM, 19 67, by and between ALASKA VILLAGE ELECTRIC COOPERATIVE, INC. » a rural electric corporation with principal offices located at Anchorage, Alaska, hereinafter called the Cooperative, and the native village of Quiwhagak » a fourth-class city, hereinafter called the Village, WITNESSETH: WHEREAS, the Cooperative is engaged in a statewide program of electrifying qualified villages in rural Alaska under the programs of the Rural Electrification Administration; and the Village is one of such villages for which such a program has been found feasible, and; WHEREAS, one of the ancillary purposes of the program is to provide means of self-help for the people of the villages to the end that the electric facilities, when installed, will eventually be operated by personnel resident in the village, who shall be trained to perform the technical work required in operating such facilities. NOW, THEREFORE, it is agreed as follows: 1. The Village will assume the responsibility of installing the electric distribution facilities in the village, and will hire its own labor force and pay its employees for their work in the premises. 2. The Cooperative will cover all employees engaged in this work with insurance pursuant to the workmen's compensation laws of Alaska, and will also maintain in a responsible company or companies Public Liability and Property Damage Insurance in minimum sums of $100,000 - $300,000. 3. The Village will perform the work according to the instructions and specifications to be furnished by the Cooperative, furnishing the necessary super- vision as to the means by which the work will be performed in order to accomplish MODIFICATION OF OPERATING AGREEMENT The Operating Agreement made _ June 26 » 1969 _, between Alaska Village Electric Cooperative, Inc. (heréinafter called "AVEC"), and the City of Quinhagak (hereinafter called the "City"), is by mutual agreement modified as follows: 1) The Agreenent title is changed from Operating Agreement ta Operating and Maintenance Agreement. 2) Everywhere the word "operation" appears, the words "and maintenance" are added immediately thereafter. 3) Everywhere the word "operate" appears, the words “and maintain" are added immediately thereafter. : ; 4) Everywhere the word "Village" appears is changed in all cases to the word "City." : : : 5) Substitute the following new wording for the existing wording in Section 5: ; DELETE: "two hundred sixty dollars ($260)". SUBSTITUTE: _"under the terms of AVEC Policy No. 0-1B issued December 23, 1977, entitled 'City/Village Electric System Operation and Maintenance Incentive Policy’ or subsequent later revision of this Policy." 6) A copy of AVEC Policy "City/Village Electric System Operation and Maintenance Incentive Policy", latest revision, is made a part of this agreement. 7) The effective implementation date of this Modification is on ‘the first day of the next month following approval of this Modification. : APPROVED: | AUTHORIZED CITY OFFICIAL: _ Lew _ Meuclereef stonturetl . | SAM CLEVELAND wc Printed: Name" 4 LInVOR Title Mov 4, /927 ate ATTEST: LQ \ NDADAALR Signature _ Signature anager Title MODIFICATION OF OPERATING AGREEMENT The Operating Agreement made _ June 26 » 1969 _, between Alaska Village Electric Cooperative, Inc. (hereinafter called "AVEC"), and the City of Quinhagak (hereinafter called the "City"), is by mutual agreement modified as follows: 1) The Agreement title is changed from Operating Agreement ta Operating and Maintenance Agreement. 2) Everywhere the word "operation" appears, the words "and maintenance" are added immediately thereafter. 3) Everywhere the word "operate" appears, the words “and maintain" are added immediately thereafter. ; 4) Everywhere the word "Village" appears is changed in all cases to the word "City." 5) Substitute the following new wording for the existing wording in Section 5: DELETE: "two hundred sixty dollars ($260)". SUBSTITUTE: "under the terms of AVEC Policy No. 0-1B issued December 23, 1977, entitled 'City/Village Electric System Operation and Maintenance Incentive Policy’ or subsequent later revision of this Policy." 6) A copy of AVEC Policy "City/Village Electric System Operation and Maintenance Incentive Policy", latest revision, is made a part of this agreement. 7) The effective implementation date of this Modification is on the first day of the next month following approval of this Modification. : APPROVED: . 7 AUTHORIZED CITY OFFICIAL: Lie Cucdle, cof Signature . SAni CLEVELAND _ Printed Name ~ LIn¥OR Title Alo U 1. IFIP Date ATTEST: 2 ! \ NA DAA Signature AVEC: _ Signature anager _ Title Version 880222,1500 PROJECT AGREEMENT This Project Agreement entered into this __ day CT... ee > 1988 between the City at Quinhagak (the City), Alaska Village Electric Cooperative (AVEC) and the Alaska Power Authority (the Power Authority) outlines the responsibilities of the parties involved and the procedures to be followed in connection with the Quinhagak Power Distribution System Upgrade Project,» hereafter referred to as the ”’Project”. This Project Agreement represents the entire agreement between the parties involved with the Project and may only be moditied in writing by mutual agreement between the parties. SECTION 4 ALASKA POWER AUTHORITY COVENANTS: The Power Authority will: S. Perform a detailed review and inspection of the existing site conditions and perform all necessary final engineering design for the upgrade of the existing overhead distribution system to REA standards. 24 Review the design with the other parties to this Project Agreement prior to soliciting bids tor the construction phase of the Project. x & To the extent constitutional! and not otherwise unlawful the Power Authority will require the successful bidder to use locally available labor on this project to the extent that locally available labor is qualitied. 4. Solicit bids tor the construction efforts needed and select a contractor in accordance with the Power Authority’s selection procedures. ee Select and procure any owner-furnished materials for the Project. é. Contract with the successful! bidder for the upgrade otf the previously installed overhead primary distribution system to meet REA specifications in accordance with the tinal design for this task as produced by the Power Authority and reviewed by the other Parties to this Project Agreement. Age ta) eur Ire py Co om Penal 6 e 7% Pertorm all necessary construction management tasks for the construction phase ot the Project. 8. Prior to releasing the contractor from the Project» assure that all connections between the step down transformers and the service drops have been disconnected and that the primary distribution system and the step down transtormers have been energized -for at least 72 hours. Subsequently the Power Authority will require the contractor to disconnect all connections trom the step down transtormers to the primary distribution system. 7 Assist the City and AVEC with operational difficulties of the Project if meeded for one year after completion. (This pertains only to items which would normally be covered by the contractor’s warranty and does not include items normally considered as beings a part of routine maintenance. ) SECTION B CITY OF QUINHAGAK COVENANTS The City of Quinhagak will: 1. Grant all necessary access and Rishts of Way tor the Alaska Power Authority and its consultants and contractors on the Project toa property owned or operated by the City. es Secure all necessary Rights of Way from the Menrovian Church» +he seewer—Kostetein Scobeal Distetets the Native Corporations, the. ol, Department “ot Transportation and Public Facilities, tntted AStT i tre@se—trew and all other relevant parties tor the purpose of constructing and/or rehabilitating the distribution system in Quinhagak. For assuming full responsibility for all Right of Way issues tor the Project» the City will charge a tixed and non- negotiable annual fee of $300 escalating at a tixed 4% per year. This tee will be charged to the current owner of the Project throughout the term of this Project Agreement. Payment af any expenses and fees associated with obtaining necessary Rights of Way will be the responsibility of the City. a, Review the design as presented by the Power Authority for ‘the completion of the Project, and return comments and suggestions to the Power Authority within 7 calender days of receipt of design documents. Failure to submit comments and suggestions within Y/Y calender days from receipt of design documents wil! constitute a full and unconditional approval of the design as presented. 4, Except tor sales taxes in force at the time of entering into this Project Agreement» the City will refrain trom levying any taxes or tees» and refrain trom requiring payment for any licenses» permits, or certificates of any kind for any purpose trom any vendors consultant, contractor» or any other entity involved with any phase of the Project. Additionally» the City agrees to give full and tinal authority tao the Power Authority to resolve any dispute between the City and any other entity involved with the Project over the applicability of this article in a given situation. =; For the purpose of this Project Agreement agree not to assert tribal sovereignty as a defense against enforcement af the City’s obligations under this Project Agreement. 6. Accept in writing» to the Alaska Power Authority» ful! ownership responsibilities otf the Project and full responsibility for its Operation and maintenance within 14 calendar days from receipt of Notice of Project Completion trom the Alaska Power Authority. 7 hare f CRA pen Within 14 calender days trom acceptanfe of ownership» as outlined in Section Bs Article 35 transter/temporary ownership of the entire system to AVEC. AVEC’s ownership wil! be temporary in nature and will be in effect until + i t until Such times when the City receives a Certificate of Public Convenience and Necessity for the distribution and sale af power to the residents of Quinhagak» whichever occurs first. The transter af temporary awnership shall not be cantingent on any other conditions than those outlined in this Project Agreement and shall not be governed by any other agreement or contract. 8. Secure access for Alaska Power Authority personnel or consultants on contract to the Alaska Power Authority to any part of the Project over the lite of the Project for performance testing. 9: On request provide Alaska Power Authority personne! access to and copies of any information or document related ta any phase of the Project over the lite of the Project. Lr. Prior to its authorized ofticer signing this Project Agreement, draft and pass a City Council Resolution in which this Project Agreement is recognized and agreed to as being the sole governing contract for the completion and future use of the averhead power distributions system installed in Quinhagak. SECTION C ALASKA VILLAGE ELECTRIC COOPERATIVE COVENANTS: aut Alaska Village Electric Cooperative Wili: t; Grant all necessary access and Rights of Way for the Alaska Power Authority and its consultants and contractors on the Project to property owned or operated by AVEC. ye Pertorm a detailed investigation of the existing site conditions and within 14 calender days of the date of this Project Agreement submit to the Power Authority an updated and current list of all corrections whichs in AVEC’s apinians should be made in order tor the distribution system to meet REA specitications. a3 Review the design documents as presented by the Power Authority for the completion of the Project, and return comments and suggestions to the Power Authority within{Y calender days ot receipt of design documents. Failure to submit comments and suggestions within 14 calender days trom receipt oat design documents will constitute a full and unconditional approval of the design documents as presented. 4 (Got )ewer. Accept in writings, to the City and to the Power Authority, temporary ownership af the Project and full responsibility tor its operation and maintenance within 14 calendar days from receipt of Notice of Temporary Ownership Transter trom the City. 3. Immediately after accepting temporary ownership initiate the change aver from the existing utilidor distribution system ta the new overhead distribution system. ] prove Oo ola, ) é. ; Pay to the City an annual fee for Risht of Way services as outlined in Section B» Article 2 during any_time in which AVEC h i h j : 7 7% / tel, FA olds temporary ownership to the Project IGuke, Go ; By ; td Secure access for Power Authority personne! or consultants on contract ta the Power Authority to any part of the Project aver the life of the Project for performance testing. 8. On request provide Power Authority personne! access to and copies of any information or document related ta any phase of the Project over the lite of the Project. ei Operate and maintain the Quinhagak power distribution system in accordance with prudent utility standards and in accordance with Alaska Public Utility Commission guidelines throughout the periods during which AVEC retains temporary ownership af the 3 ) 3 Project. It is understood that while this Project Agreement does not require the Project to be brought into ”as new condition” at any time, it also does not allow prudent maintenance to be deterred in anticipation of an upcoming change of ownership. 19, Oh ate of olhtic, de . Immediately atter acceptance of temporary ownership of the Project» -negotiate in good faith with United Utilities; Tne. en Order to reach a pole sharing agreement» which will allow United Utilities, Inc. to utilize poles» that have been placed as part of the Project» for suspension of telephone fines throughout Quinhagak. Al proceeds from a pole sharin become the propekty of that entity,» which at th holds the Certif\cate of Public Convenience and distribution and Sale of power in Quinhagak. < es Ca ge De) tt. ND Tay. Ue ae Within one year after acceptance of ownership of the Project» agreement will time of payment cessity tor the remove and dispose of all parts af the ald utilidor distribution System. SECTION D MUTUAL COVENANTS: The Power Authority» the City» and AVEC agree to the following: i. Term of This Project Agreement. This Project Agreement expires at the end of June 26, 2009. As to all actions taken pursuant to and under color of this Agreement» the City and AVEC shall indemnity» save,» and hald harmless» and defend the other parties to the Agreement» their ofticers,» agents,» servants» and employees, from all costs and any other amounts which the other parties» their officers, agents, servants; and employees become obligated to pay an account of any demands» claims,» liabilities» or losses arising out of» or in any way connected with the acts or omissions of the indemnitying Party» its officers, agents» servants» and employees. It is recognized by the parties to this Project Agreement that the Power Authority has no economic interest in this Project. Thus the other parties to this Agreement agree ta hold the Power Authority harmless tor any and all claimes agains the Power Authority for actions in connection with this Project, unless such claims are caused by wil! ful negligence by the Power Authority, its afticers,» agents» servants,» and employees. 3. Assignment of Authority. The City and AVEC assign to the Alaska Power Authority full authority over all decisions in connection with initial study, design>s construction» and energizing of the Project. The Power Authority will have ful! authority over al! disbursements) of funds and over choices of scheduling; manpower > methads; materials» procedures» etc. for the Project. 4. Declaration aot Cooperation. The parties otf this Project Agreement agree to make every reasonable effort to promote timely completion of the Project through responsiveness and cooperation. At the request of any One party, project meetings with the parties to this Project Agreement will be held within|@ calendar days of the receipt oat Such request by the other parties. All meetings requested by the Chay) wilt be held in Anchorage and all meetings=—=requested by AVEC or the Power Authority will be held utes ditterent location can be mutually agreed upon. Uniess otherwise approved by the Alaska Power Authority Board of Directors, the Power Authority will not be committed to expend more than $152,000 on the Project. These funds can only be used to pay for materials,» freight» in-house Power Authority expenses for personnel! services» travel» and !|egal expenses», and (“for services provided by contractors and consultants. The Power Authority will not reimburse the City or AVEC for any expenses» including legal expenses. 6. Other Parties Not Being Agents of the Power Authority. Tt is agreed that the City and AVEC; their agents and employees shall act in an independent capacity and not as agents of the Power Authority in the performance of this Project Agreement. 2. Disputes. This Project Agreement shall be governed by the laws of the State ot Alaska. Any lawsuit involving this Project Agreement shal! be heard by the Superior Courts Third Judicial District at Anchorage. All expenses in connection with disputes including all legal expenses shal! be paid by the party incurring these expenses. 8. Rights of Other Parties. It is the intent of the parties that this Project Agreement conter no rights to any third parties. 2. Future Qwnership of the Project. It shal! be made known to the Alaska Public Utilities Commission that prior to June 26; 2009 the” ownership of the Quinhagak Power Distribution System shal! automatically be transferred to that entity» which holds the Certificate of Public Convenience and Necessity tor the distribution and sale of power in Quinhagak. Consequently» AVEC’s temporary awnership of the Quinhasgak Power Distribution System shal! not adversely atfect the City’s efforts to obtain, through legal means; a Certiticate of Public Convenience and Necessity for the distribution and sale of power in Quinhagak. Ettective at the end of June 26> 2009, the ownership otf the distribution system in Quinhagak is automatically transferred back to the City. This Project Agreement has been reviewed» agreed to» and executed by the following parties: Alaska Power Authority Robert E. LeResche Date Executive Director Approved: Assistant Attorney General | Date STATE OF ALASKA ) ) ss. THIRD JUDICIAL DISTRICT ) The foregoing Project Agreement was acknowledged before me this eee tet daw af «. 3. ls C E9BB.. by Robert E. “LeResthe, | the Executive Director of the Alaska Power Authority» An Alaskan Corporations aon behalf of the corporation. Notary Publics State of Alaska My commission expires: 2 City af Quinhagak Diana M. Sharp Date Mayor STATE OF ALASKA ) ) ss. JUDICIAL DISTRICT ) The foregoing Project Agreement was acknowledged before me this day of » 1988, by Diana M. Sharp» Mayor for the City of Quinhagak» a Second Class City in Alaska,» on behalf of the City of Quinhagak. Notary Publics State of Alaska My commission expires: Alaska Village Electric Cooperative Loyd Hodson Date General Manager STATE OF ALASKA ) ) ss. THIRD JUDICIAL DISTRICT > The foregoing Project Agreement was acknowledged before me this ee day of _____ es «21988 by Loyd Hodson, General Manager for Alaska Village Electric Cooperative. Notary Publics State of Alaska My commission expires: