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HomeMy WebLinkAboutNew Stuyahok Waste Heat Project Agreements, Contracts, & Budget 1988THIS AGREEMENT is entered into this Pe day of Ar ’ 1988 between the ALASKA VILLAGE ELECTRIC co IVE (the Cooperat}ve ; the SOUTHWEST REGION SCHOOL DISTRICT (the District) and the ALASKA POWER AUTHORITY (the Power Authority) to outline the responsibilities of the Parties and the Procedures to be followed jin connection with design, construction, start-up, and future operation and maintenance of the New Stuyahok Waste Heat Project, hereinafter called the "Project." Article A, ALASKA POWER AUTHORITY COVENANTS The Power Authority will: 3. Purchase all materials, components, and services necessary for the construction of this Project or delegate al] Or parts of this task to the District as outlined in Article C, Paragraph 5 of this Agreement, 4. Construct the systems as designed after having secured the approval of the Cooperative as referenced jin Paragraph 2, above. 6. Assist the other parties to this Agreement in trouble shooting of the waste heat recapture system, if needed, during the first two years of operation. 2434/0D33(1) New Stuyahok § » Heat Agreement ¢ Page 2 of 7 Article B. ALASKA VILLAGE ELECTRIC COOPERATIVE COVENANTS The Cooperative will: I. Ensure all necessary access to Cooperative owned or operated property by the District, the Power Authority, or the Power Authority's contractors on the Project. 2. Review the Power Authority's designs for system improvements on those parts of the system that directly affect the operation of the Cooperative's power plant. The Cooperative will have ten working days after submittal to approve, suggest changes to, or reject changes in the system design. 3. Provide all glycol solution needed for the operation of the Project's primary loop connecting the engines, the heat exchanger, and the remote radiators. 4. Operate and maintain the primary loop of the system in strict compliance with instructions given in the operations and maintenance manual as delivered by the Power Authority and in accordance with requests made in accordance with Article A, Paragraph 7 of this Agree- ment. The primary loop includes all piping and components carrying primary loop fluid, except the heat exchanger. In the event the heat exchanger becomes unserviceable, the Cooperative will utilize the primary loop heat exchanger by-pass line and will not be responsible for the repair of the heat exchanger. The Cooperative is not responsible for the maintenance, operation, repair, or replacement of the heat exchanger. Any request or requests for new or increased maintenance that subjects the Cooperative to a cost of more than $1,000 per year at this location are subject to separate negotiation. 5. Emsure access to any part of the waste heat recapture system located on any Cooperative owned or operated property or in any of the Cooperative owned or operated structures for performance testing by Power Authority personnel or its contractors over the life of the Project. 6. Upon written request, provide the other parties to this Agreement access to and copies of any information or document related to any phase of the Project over the life of the Project. 7. Upon advance request and at a time mutually convenient to the Cooperative, the Power Authority, and the District, provide one Coopera- tive field mechanic on stand-by during normal work days in New Stuyahok while modifications are being made to systems directly affecting the operation of the the Cooperative owned power plant. 8. Immediately notify the Power Authority of any situation inside the heat recovery module that may affect the safe and efficient opera- tion of the waste heat recapture system. 2434/0D33(2) New Stuyahok Lusce Heat Agreement Ee Page 3 of 7 Article C. SOUTHWEST REGION SCHOOL DISTRICT COVENANTS The District will: 2. Ensure all necessary access and rights-of-way to City of wm owned or operated Property by the Power Authority and its consultants or 5. Purchase and Provide for the Project any and all materials, 6. Provide and add to the system any make-up glycol needed in the heat recovery system's secondary loop, i.e. the loop between the heat recovery module and the high school. This includes maintaining a reserve inventory of glycol at the location at all times to facilitate maximum operational time of the heat exchanger. 7. Provide all Power needed for the operation of the heat recovery system circulation pump which will be installed in the high school. 8. Operate and maintain the entire secondary loop, including all heat exchangers associated with the secondary loop, in strict compliance with instructions given in the operations and maintenance manual as delivered by the Power Authority and in accordance with requests made under Article A, Paragraph 7 of this Agreement. Operations and mainte- nance requirements pertain to all components not needed for the opera- tion of the Primary loop as defined in Article B, Paragraph 4 of this graph 4 of this Agreement. 2434/0D33(3) ( New Stuyahok Waste Heat Agreement & Page 4 of 7 10. Upon written request, provide the other parties to this Agree- ment access to and copies of any information or document related to any phase of this Project over the life of the Project. 11. Immediately notify the Power Authority of any situation inside the high school which may affect the safe and efficient operation of the waste heat recapture system. 12. Pay to the Power Authority $25,000 to be used as a working capital for this Project. Any amount not expended by the completion of this Project will be returned to the District. 13. Reimburse the Power Authority for all expenses incurred in connection with the design, construction, start-up, and trouble shooting of this Project up to an amount not to exceed $150,000. This not-to- exceed figure will be reduced by any amount paid directly by the Dis- trict for materials and services purchased by the District at the request of the Power Authority as outlined in Article A, Paragraph 7 of this Agreement. Reimbursements will be made based on invoices received from the Power Authority as outlined in Article A, Paragraph 8 of this Agreement, and reimbursement will be due no later than 30 calendar days after receipt of an invoice. 14. Accept full ownership of the Project within seven days after receipt from the Power Authority of a notice of Project completion. 15. Immediately notify the Cooperative of any situation that may affect the safe and efficient operation of the Cooperative facilities. Article D. MUTUAL COVENANTS The Power Authority, the District, and the Cooperative agree to the following: 1. Term of Agreement. The term of this Agreement is 15 years from the date hereinabove first written. This Agreement may be cancelled by the mutual consent of all parties to this Agreement or by any party to this Agreement after giving two years prior written notice to the other parties. 2. Hold Harmless Agreement. (a) As to all actions taken pursuant to or under color of this Agreement, the Power Authority and the Dis- trict shall indemnify, save and hold harmless, and defend the other parties to the Agreement, their officers, agents, servants, and employ- ees, from all costs and any other amounts which the other parties, their officers, agents, servants, and employees become obligated to pay on account of any demands, claims, liabilities, or losses arising out of, or in any way connected with the acts or omissions of the indemnifying party, its officers, agents, servants, and employees. 2434/DD33(4) aia New Stuyahok ke Heat Agreement ¢ Page 5 of 7 (b) It is recognized by the parties to this Agreement that the Cooperative has no economic interest in this Project. Thus the other parties to this Agreement agree to hold the Cooperative harmless for any and all claims against the Cooperative for actions in connection with this Project, unless such claims are caused by willful negligence by the Cooperative, its officers, agents, servants, or employees. It is recog- nized by the parties to this Agreement that while the Cooperative will attempt to maximize the amount of heat available to the District, the Cooperative will, under no circumstances, be held responsible for any consequence resulting from heat not being available due to planned or unplanned outages or due to equipment malfunction or human error. The Cooperative will at all times strive to improve the fuel efficiency of its power plant which may cause the amount of available waste heat to change. 3. Assignment of Authority. The other parties to this Agreement hereby assign to the Power Authority full authority over all engineering decisions in connection with design, construction, start-up, and run-in of this Project subject to the Cooperative's right of design approval in Article A, Paragraph 2 of this Agreement. Each party to this Agreement, however, reserves the right to disapprove the modification of any part of the system located on its own premises. 4. Declaration of Cooperation. (a) It is the intent of this Agreement to secure the commissioning and continued utilization of the New Stuyahok Waste Heat Project in order to reduce the energy expenses for the residents of New Stuyahok. All parties to this Agreement agree to work towards this goal through cooperative efforts. (b) The parties to this Agreement agree to make every responsive and cooperative effort possible in order to complete all system modifi- cations and to commission the system in the second quarter of 1988. At the request of any one party, project meetings with all parties to this Agreement will be held within seven calendar days after the receipt of such request by the other parties. All meetings will be held in Anchor- age unless a different location is mutually agreed upon. 5. Limitations to Power Authority Expenses. Unless otherwise approved by the Power Authority Board of Directors, the Power Authority will not expend more than $15,000 on the initial re-design, modifica- tion, start-up, and trouble shooting of this Project. Funds provided by the Power Authority can only be used for Power Authority direct and indirect personal services costs, for other Power Authority non-personal services costs that are normally distributed on the basis of direct labor hours in accordance with standard Power Authority accounting procedures, and for Power Authority staff travel and per diem. Under no circumstances will the Power Authority reimburse any of the other parties to this Agreement for any services or materials procured for this Project or for any legal expenses incurred in connection with this Project. 2434/DD33(5) a. New Stuyahok W 2 Heat Agreement - Page 6 of 7 THIS AGREEMENT has been reviewed, agreed to, and executed by the following parties: ALASKA PQWER AUTHORITY salt Robert E. LeResche Executive Director ——tppreved:— STATE OF ALASKA ) ) ss. THIRD JUDICIAL DISTRICT ) regoing Agreement was acknowledged before me this 2h day of , 1988. by Robert E. LeResche, the Executive Director of ska Power Authority, an Alaskan Corporation, on behalf of the ion. if Public, State o ission expires: 2434/DD33(6) New Stuyahok Wasce Heat Agreement C Page 7 of 7 dv ALASKA VILLAGE ELECTRIC COOPERATIVE 7tr General Manager STATE OF ALASKA ) ) ss. THIRD JUDICIAL DISTRICT ) The foregoing Agreement was acknowledged before me this /é day of , 1988, by Loyd Hodson, General Manager for ATaska Vitlage ectryc Cooperative. STATE OF ALASKA ) THIRD JUDICIAL DISTRICT ) The foregoing Agreement was acknowledged before me this #5 day of Ji, i , 1988, by 4 Ante ..— , Superintendent for the South- west Region School Distré t. otary Public, My commission expires: isle? 2434/DD33(7)