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HomeMy WebLinkAboutDeering Waste Hearing Project Agreements and Contracts 1988~ & YS1001b DEERING WASTE HEAT AGREEMENT THIS AGREEMENT entered into this 4h ad of Cer be, 1988, between the ALASKA POWER AUTHORITY (Power Authority), and the CITY OF DEERING (City) outlines the responsibilities of the parties and the Procedures to be followed in connection with the construction of the Deering Waste Heat Recapture System (hereinafter referred to as the "Project.") This Agreement represents the entire agreement between the parties and may only be modified by the mutual consent of all parties to this Agreement in writing. Article A. ALASKA POWER AUTHORITY COVENANTS The Power Authority will: 1. Perform a detailed review of the existing site conditions and the design drawings for the Project and solicit the same from the U.S. Public Health Service (PHS). 2. Provide all necessary supervision for the construction of the Project either with Power Authority staff or with contractors or consul- tants under contract to the Power Authority, including all necessary Procurement, shipping and materials. 3. Make every reasonable effort to utilize locally available labor for the Project to the extent this is judged by the Power Authori- ty to be beneficial to the Project. 4. Assist the City in resolving operational difficulties with the Project, if needed, for one calendar year after completion. Such difficulties do not include matters normally considered to be routine maintenance. 5. Accept payments from the City as described in Article B, Paragraph 2 and Paragraph 3 of this Agreement, and account separately for these funds within the Power Authority's Rural Construction Assis- tance account (Alaska Power Authority Ledger Code LC 8182290K) , subject to availability of appropriation of said account. QV Article B. CITY OF DEERING COVENANTS The City will: 1. Perform a detailed review of the design drawings for the Project. 2. Out of PHS funds received by the City, provide payment direct- ly to the Power Authority for Project expenditures in an amount not ,to exceed $30,000. These funds will be used for materials, supplies, 4048/507(1) Deering Agreem, Page 2 of 4 equipment rental, contractual services, local labor, and Power Authority staff salaries, travel and per diem. 3. Submit to the Power Authority, within 30 days after execution of this Agreement, an advance payment of not less than $20,000 to provide engineering, mobilization, and purchase of materials. 4. Submit to the Power Authority, within 30 days after start-up and testing of the system, the remaining $10,000 of the Project budget. 5. Ensure all necessary access and rights-of-way, for the Power Authority and its contractors or consultants on the Project, to property over which the City has site control. 6. Upon request, provide Power Authority personnel access to and copies of any information or document related to any phase of the Project over the life of the Project. 7. Accept ownership of the Project as completed and accept full responsibility for its operation and maintenance, in writing, within fourteen calendar days after receipt of a notice of Project completion from the Power Authority. 8. Provide on-site manpower assistance and equipment rental to the Power Authority or its contractors in performance of this Agreement upon receipt of a Power Authority work order signed by the Power Author- ity project manager and an authorized representative of the City, describing the assistance to be provided, and setting forth the rates by which the City will be reimbursed for said assistance. Article C. MUTUAL COVENANTS The Power Authority, and the City agree to the following: 1. Indemnification. (a) The Power Authority and the City shall indemnify, save harmless and defend the other parties to this Agreement, their officers, agents, servants, and employees from all liability, including costs and expenses, for all actions or claims resulting from injuries or damages sustained by any person or property arising directly or indirectly as a result of any error, omission or negligent act of the indemnifying party, their officers, agents, servants, or employees or anyone directly or indirectly employed by them in the performance of this Agreement. The labor and manpower assistance provided by the City under Article B, paragraph 8 of this Agreement shall be considered the officers, agents, servants, or employees of the City for purposes of construing these indemnification provisions. ‘(b) All actions or claims, including costs and expenses, resulting from injuries or damages sustained by any person or property arising directly or indirectly from the City's performance of this Agreement which are caused by the joint negligence of the Power Authority and the 4048/507(2) Deering Agree ) ‘ Page 3 of 4 City shall be apportioned on a comparative fault basis. Any such joint negligence on the part of the Power Authority must be a direct result of active involvement by the Power Authority. 2. Assignment of Authority. The City assigns to the Power Authority, fall authority over all decisions in connection with initial study, design, construction, and start-up of the Project and over all choices of scheduling, manpower, methods, materials, procedures, etc. for the Project. 3. Declaration of Cooperation. The parties to this Agreement agree to make every reasonable effort to promote local involvement in the Project through local input into design review, through the utiliza- tion of local labor, and through local involvement in the procurement of materials. The parties to this Agreement agree to make every reasonable effort to promote timely completion of the Project through responsive- ness and cooperation by December 31, 1988. At the request of any party to this Agreement, Project meetings with the other parties will be held within seven calendar days after the receipt of such request, in writ- ing, by the other parties. All such meetings will be held in Anchorage unless a different location is mutually agreed upon. 5. Other Parties Not Being Agents of Each Other. It is agreed that the Power Authority, its otTicers: agents, servants and employees shall act in an independent capacity and not as agents of the City in performance of this Agreement. It is further agreed that the City, its officers, agents, servants and employees shall act in an independent capacity and not as agents of the Power Authority in the performance of this Agreement. 6. qisputes - This Agreement shall be governed by the laws of the State of Alaska. Any lawsuit involving this Agreement shall be heard by the Superior Court, Third Judicial District at Anchorage. All expenses in connection with disputes including all legal expenses shall be paid by the party incurring these expenses. 7. Rights of Other Parties. It is the intent of the parties that this Agreement confer no rights to any third parties. 8. Binding Effect. This Agreement and all of its terms, cove- nants and conditions shall extend to and be binding upon the respective heirs, executors, administrators, grantees, successors and assigns of the parties to this Agreement. 4048/507(3) Deering Agreeme: Page 4 of 4 THIS AGREEMENT has been reviewed, agreed to, and executed by the following parties: WER AUTHORITY ae LLL 14 24 [88 0 . LeResche Date Executive Director STATE OF ALASKA THIRD JUDICIAL DISTRICT ~~ uv yn fore me this 2lat day of cknowledged be Executive Director of the The forego Celebs, 1938 by Robert £. LeResche the Alaska Power Authority, an Alaskan Corporation, on behalf of the corpo- ration. PUA U tte nea, Amy aska otary Public, State of Mask ay eon Fei 7 ; ; . vi, miss on Fxcires My commission expires: ary, vas Np - 2568 Date CITY OF DEERING yh A fppmsts JO- BE Martin Karmun, ate STATE OF ALASKA } THIRD JUDICIAL DISTRICT ) Agreement was acknowledged before me this f the City of Deering, on The foregoing . , 1988, by Martin Karmun, Mayor 0 behalf of the City of Deering. } ss. 4048/507(4) DEERING WASTE HEAT AGREEMENT THIS AGREEMENT, entered into this day of , 1988, between the CITY OF DEERING (the City) and the ALASKA POWER AUTHORITY (the Power Authority), outlines the responsibilities of the parties and the procedures to be followed in connection with design, construction, start-up, and future operation and maintenance of the Deering Waste Heat Project, hereinafter called the "Project." Article A. ALASKA POWER AUTHORITY COVENANTS The Power Authority will: 1. Perform a detailed review of the existing site conditions, design the waste heat recovery system to provide heat to the washeteria/clinic, and provide a draft sketch of the design to the City for review and approval. The design will provide for the option of a future school waste heat hook-up at the power building and for the connection of the washeteria circulation line to the proposed heat exchanger equipment. 2. Provide the City with information predicting generator heat fluctuations when maximum heat is used during the winter and when maximum cooling is required during the summer. 3. Construct the system as designedwith manpower and materials provided by the City as specified in Article B Paragraph _ of this Agreement. 4. Start up and trouble shoot the system. 6. Perform one system inspection per year during the first five years of operation and make recommendations and/or requests necessary in reference to operations and maintenance procedures in order to secure safe and efficient operation of the system. Article B. CITY OF DEERING The City will: 1. Ensure all necessary access by the Power Authority and its contractors or consultants to City owned or operated property. 2. Review the Power Authority’s designs for system improvements on those parts of the system that directly affect the operation of the City’s and the Traditional Council's systems in the former BIA school. 3. Arrange to purchase, 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 former BIA school. This includes maintaining a reserve inventory of glycol at the location at all times to facilitate maximum operational time of the heat exchanger system. 4. Provide all power needed for the operation of the heat recovery system circulati pump which will be installed i he former BIA school in accordance with a:cicle A, Paragraph 1 of this Agreement. 5. Provide limited manpower assistance to Power Authority personnel, on-site, in connection with performance of Power Authority responsibilities as described in Article A, Paragraphs 1 - 7 of this Agreement upon receipt of a Power Authority work order signed by the Power Authority project manager and by an authorized representative of the City or the Traditional Council and setting forth the rates by which the City or the Traditional Council will be reimbursed for said assistance. 6. 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 delivered by the Power Authority and in accordance with requests made under Article A, Paragraph 6 of this Agreement. Operations and maintenance requirements pertain to all components not needed for the operation of the 8313/663/1 Goodnews Bay Waste Heat Agreement Page 5 of 8 primary loop as defined in Article B, Paragraph 5 of this Agreement. Operation and maintenance of primary loop components will be the respon- sibility of the Cooperative as outlined in Article B, Paragraph 5 of this Agreement. 7. Ensure access by Power Authority personnel or its contractors to any part of the waste heat recapture system located on any property or in any structure owned or operated by the City or by the Traditional Council for performance testing over the life of the Project. 8. 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. 9. Immediately notify the Power Authority of any situation inside the former BIA school which may affect the safe and efficient operation of the waste heat recapture system. 10. Provide and/or pay for the replacement and/or repair of any component of the waste heat recapture system, except BTU meters, located in the former BIA school, as deemed necessary by the Power Authority in accor- dance with Article A, Paragraph 6 of this Agreement. 11. Receive all the heat generated by the waste heat recapture system. 12. Pay the Power Authority for the heat delivered in accordance with a separate heat sales agreement, which is to be entered into between the Power Authority, the City, and the Traditional Council. Article D. MUTUAL COVENANTS The Power Authority, the City, the Traditional Council, and the Cooperative agree to the following: 1. Term of Agreement. The term of this Agreement is fifteen 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, the City, and the Traditional Council shall indemnify, save and hold harmless, and defend the other parties to the Agreement, their officers, 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 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. 8313/663/5 Goodnews Bay Waste Heat Agreement Page 6 of 8 (b) It is recognized by the parties to this Agreement that the Cooperative has no economic interest in the 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 the Project unless such claims are caused by willful negligence by the Coopera- tive, its officers, agents, servants or employees. It is recognized by the parties to this Agreement that while the Cooperative will attempt to maximize the amount of heat available to the City and/or the Traditional Council, 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 the Project. Each party to this Agreement, however, reserves the right to disapprove the modification of any part of the system located on its own premises. If such action is taken by any one party, the other parties to this Agreement have the right to proceed with any portion of the Project that is not located on that party's premises. 4. Declaration of Cooperation. (a) It is the intent of this Agreement to secure the recommissioning and continued utilization of the Goodnews Bay Waste Heat Project in order to reduce the energy expenses for the residents of Goodnews Bay. 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 modifications and to recommission the system in the third quarter of 1988. At the request of any one party, project meetings with all parties to this Agree- ment will be held within seven calendar days after the receipt of such request by the other parties. All meetings will be held in Anchorage unless another location is mutually agreed upon. 5. Limitations to Alaska 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, modification, start-up and trouble shooting of the Project. 8313/663/6 Goodnews Bay Waste Heat Agreement Page 7 of 8 THIS 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 Agreement was acknowledged before me this day of , 1988, by Robert E. LeResche, the Executive Director of the Alaska Power Authority, an Alaskan Corporation, on behalf of the corpora- tion. NOTARY PUBLIC, State of Alaska My Commission Expires: ALASKA VILLAGE ELECTRIC COOPERATIVE Loyd Hodson, General Manager Date STATE OF ALASKA ) ) ss. THIRD JUDICIAL DISTRICT ) The foregoing Agreement was acknowledged before me this day of , 1988, by Loyd Hodson, General Manager of the Alaska Village Electric Cooperative. NOTARY PUBLIC, State of Alaska My Commission Expires: 8313/663/7 Goodnews Bay Waste Heat Agreement Page 8 of 8 THE CITY OF GOODNEWS BAY Maggie Schultz, Mayor Date STATE OF ALASKA ) ) THIRD JUDICIAL DISTRICT ) ss. The foregoing Agreement was acknowledged before me this day of , 1988, by Maggie Schultz, Mayor of the City of Goodnews Bay. NOTARY PUBLIC, State of Alaska My Commission Expires: TRADITIONAL VILLAGE COUNCIL OF GOODNEWS BAY James Smith, President Date STATE OF ALASKA ) ) ss. THIRD JUDICIAL DISTRICT ) The foregoing Agreement was acknowledged before me this day of , 1988, by James Smith, President of the Traditional Village Council of Goodnews Bay. NOTARY PUBLIC, State of Alaska My Commission Expires: 8313/663/8 DEERING WASTE HEAT AGREEMENT This Agreement is entered into this day of ; 1988 between the CITY OF DEERING (the City), the PUBLIC HEALTH SERVICE (PHS) and the ALASKA POWER AUTHORITY (the Power Authority) to outline the responsibilities of the parties involved and the procedures to be followed in connection with design, construction, start-up, and future operation and maintenance of the Deering Waste Heat Project, hereafter called "the Project". ARTICLE A. ALASKA POWER AUTHORITY COVENANTS: The Power Authority will: is Perform a detailed review of the existing site conditions and design the waste heat recovery system to provide heat to the pump house/clinic. 2. Review with the City and PHS, all designs affecting their respective systems. 3 Construct the system as designed with manpower and materials provided by the other parties to this contract as_ specified elsewhere in this Agreement. 4. Start up and trouble shoot the system. 5 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. 6. Perform one system inspection per year during the first five years of operation and make recommendations and/or requests as necessary in reference to operations and maintenance procedures in order to secure safe and efficient operation of the system. ARTICLE B. CITY OF DEERING COVENANTS: The City will: 1. Ensure all necessary access to City owned or operated property by the Power Authority and its consultants. 2. Review the Power Authority’s designs for system improvements on those parts of the system that directly affect the operation of the City’s system in the pump house. 3 Provide local manpower for the construction of this project as requested by the Power Authority at the following rates: (Please fill in the data) Laborers: Carpenters: Heavy equipment operators: Welders: Pipe fitters: Electricians: 5 Provide up to $5,000 for local labor for the construction of this project. 6 Provide heavy equipment with operators for the project at the following rates: (Please fill in the data) Back hoe, (type): Front end loader, (type): Welder, (type): 7. Operate and maintain the entire system in strict compliance with Power Authority directions and in accordance with requests made under Article A, Section 6 of this Agreement. 8. Monitor the glycol concentration and the pressure in the system's secondary loop at least once a month and provide and add to the system any make up glycol (Dowtherm SR-1 only) needed in the heat recovery system's secondary loop, i.e. the loop between the power plant and the pump house. This includes maintaining a reserve inventory of glycol at the location at all times to facilitate maximum operational time of the heat recovery system. 2. Ensure access to any part of the waste heat recapture system located on City owned or operated property or in any City owned or operated structure for performance testing by Power Authority personnel or its contractors over the life of the Project. 10. On 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. 11. Immediately notify the Power Authority of any situation inside the pump house which may affect the safe and efficient operation of the waste heat recapture system. ARTICLE D. PUBLIC HEALTH SERVICE COVENANTS: The Public Health Service will: 1. Ensure all necessary access to PHS owned or operated property by the Power Authority and its consultants. 2. Review the Power Authority’s designs for system improvements on those parts of the system that directly affect the operation of PHS's systems. 3. Provide up to $30,000 for labor and materials for the construction of this project. 4. Provide limited manpower assistance to Power Authority Personnel on site as requested in connection with performance of Power Authority responsibilities as described in Article A, sections 1- 7 of this Agreement. 5. Ensure access to any part of the waste heat recapture system located on any PHS owned or operated property or in any the PHS owned or operated structure for performance testing by Power Authority personnel or its contractors over the life of the Project. 6. On written request, provide the other parties to this Agreement access to and copies of any information or document related to any phase of this Project over the life of the Project. ARTICLE E. MUTUAL COVENANTS: The Power Authority, the City, and PHS 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 to this Agreement. 2. Hold Harmless Agreement It is recognized by the parties to this Agreement that the Power Authority has no economic interest in this Project. Thus the other parties to this Agreement agree to hold the Power Authority harmless for any and all claims against the Power Authority for actions in connection with this Project, unless such claims are caused by willful negligence on behalf of the Power Authority. 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. However, each party to this Agreement reserves the right to disapprove the design of any part of the system located on their own premises. 4. Declaration of Cooperation It is the intent of this Agreement to secure the commissioning and continued utilization of the Deering Waste Heat Project in order to reduce the energy expenses for the residents of Deering. All parties of this Agreement agree to work towards this goal through cooperative efforts. The parties to this Agreement agree to make every responsive and cooperative effort possible in order to complete all construction efforts and to commission the system by December 1, 1988. Project meetings with all parties to this Agreement will be held within seven calendar days of the receipt of request for such meetings by the other parties. All meetings will be held in Deering 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 $10,000 of Power Authority funds on the initial design, construction, start-up, and trouble shooting of this Project. It is understood by the parties to this contract that any funds provided by the Power Authority can only be spent on Power Authority staff's salaries and on in-house Power Authority expenses such as travel, per diem, administration etc. The Power Authority will not under any circumstances reimburse the other parties to this contract for any expenses for materials, labor, administration, or for any legal expense or any other expense incurred in connection with this expense. This Agreement has been reviewed, agreed to, and executed by the following parties: Alaska Power Authority Robert E.R LeResche Date Executive Director Approved: Assistant Attorney General Date STATE OF ALASKA ) ) ss THIRD JUDICIAL DISTRICT ) The foregoing Agreement was acknowledged before me this day of , 1988. by Robert E. LeResche, the Executive Director of the Alaska Power Authority, an Alaskan Corporation, on behalf of the corporation. Notary Public, State of Alaska My commission expires: The City of Deering Mayor Date STATE OF ALASKA ) ) ss. THIRD JUDICIAL DISTRICT ) The foregoing Agreement was acknowledged before me this day of ,» 1988, by ,» Mayor for the City of Deering Notary Public, State of Alaska My commission expires: The Public Health Service Area Executive Director Date STATE OF ALASKA ) ) ss. THIRD JUDICIAL DISTRICT ) The foregoing Agreement was acknowledged before me this day of ,» 1988, by , Area Executive Director for the Public Health Service. Notary Public, State of Alaska My commission expires: DEERING WASTE HEAT AGREEMENT This Agreement is entered into this day of ‘ 1988 between the CITY OF DEERING (the City), the PUBLIC HEALTH SERVICE (PHS) and the ALASKA POWER AUTHORITY (the Power Authority) to outline the responsibilities of the parties involved and the procedures to be followed in connection with design, construction, start-up, and future operation = and maintenance of the Deering Waste Heat Project, hereafter called “the Project". ARTICLE A. The Power Authority will: Perform a detailed review of the existing site conditions and design the waste heat recovery system to provide heat to the pump nouse/clinic. 2- Review witn the City and PHS, all designs ffecting their respective systems. Ow onstruct tne system as designed with manpower and materials provided by the other parties to this contract as specified elsewnere in this Agreement. 4. Start up and trouble shoot the system. 5. 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. 6. Perform one system inspection per year during the first five years of operation and make recommendations and/or requests as necessary in reference to operations and maintenance procedures in order to secure safe and efficient operation of the system. ARTICLE B. CITY OF The City will: l. Ensure by the 2. Review those parts of the City's system in the all necessary access to City owned or Power Authority and its consultants. DEERING COVENANTS: Operated prop the Power Authority's designs for system improvements the system that directly affect the operation pump house. 3. Provide local manpower for the construction of this project requested py the Power Authority at the following rates: (Please fill in the data) operators rovide up to $5,000 for project. 5 P 6. Provide heavy following rates: equipment (Please fill in the data) Back hoe, Front end local labor for the construction of with operators for the project at re system in comolian na@ in accorda mn reques this Agreement. &. Monitor tne glycol concentration and the pressure in ty erty on « of as this the he system's secondary loop at least once a month and provide and add to the system any make up glycol (Dowtherm SR-1l only) needed in the heat recovery system's secondary loop, i.e. the loop between the power plant and the pump house. This includes maintaining a reserve inventory of glycol at the location at all times to facilitate maximum operational time of the heat recovery system. 9. Ensure access to any part of the waste heat recapture system located on City owned or operated property or in any City owned or operated structure for performance testing by Power Authority personnel or its contractors over the life of the Project. LO. On written request, provide the othe access to and copies of any informatio any pnase of the Project ov lif yr parties to this Agreement or document related to tne Project. mmediately notify the Power Autnority of any situation inside @ pump house which may affect the safe and efficient operation the waste heat recapture system. IC HEALTH SERVICE COVENANTS: Ensure all necessary access to PHS owned or operated property by the Power Authority and its consultants. 2. Review tne Power Authority's designs for system improvements) on tnose parts of the system that directly affect the operation of PHS's systems. "Ow rovide up to $39,000 for labor and materials for the construction of this project 4. Provide limited manpower assistance to Power Authority Personnel on site as requested in connection witn performance of Power Authority responsibilities as described in Article A, sections l- 7 of this Agreement. 5S. Ensure access to any part of the waste heat recapture system located on any PHS owned or operated property or in any the PHS owned or operated structure for performance testing by Power Authority personnel or 1ts contractors over the life of the Project. 6. On written request, provide tne other parties to this Agreement access tO and copies of any information or document related to any phase of this Project over the life of the Project. ARTICLE E. The Power Authority, the City, and PHS agree to the following: l. 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 to this Agreement. 2. Hold Harmless Agreement Zt is recognized by the parties to this 2 ement that the Power Authority has no economic interest in th Project. Thus the other parties to this Agreement agree to noid the Power Authority narmless for any and all claims against the Power Authority for actions in connection witn this Project, unless such claims are caused by willful negligence on behalf of the Power Authority. 3. Assignment of Authority The other parties to this Agreement hereby assign to the Power Authority full authority over all engineering connection with design, construction, start-up, and run-in of this Project. However, each party to this Agreement reserves the right to disapprove the design of any part of the system located on their own premises. 4. Declaration of Cooperation It is the intent of this Agreement to secure the commissioning and continued utilization of the Deering Waste Heat Project in order to reduce the energy expenses for the residents of Deering. All parties of this Agreement agree to work towards tnis goal through cooperative efforts. Tne parties to this Agreement agree to make every responsive ana cooperative effort possible in order to complete all construction efforts and to commission the system by December l- 1988. Project meetings with all parties to this Agreement will be held within seven calendar days of the receipt of request for such meetings by the other parties. All meetings will be held in Deering 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 $10,000 of Power Authority funds on the initial design, construction, start-up, and trouble shooting of this Project. It is understood by the parties to this contract that any funds provided by the Power Authority can only be spent on Power Authority staff's salaries and on in-house Power Authority expenses such as travel, per diem, administration etc. The Power Authority will not under any circumstances reimburse the other parties to this contract for any expenses for materials, labor, administration, or for any legal expense or any other expense incurred in connection with this expense. This Agreement has been reviewed, agreed to, and executed py the following parties: Alaska Power Authority Robert E-R LeResche Date Executive Director Approved: Assistant Attorney General = Date STATE OF ALASKA ) ss. THIRD JUDICIAL DISTRICT wi The foregoing Agreement was acknowledged before me this _— SOL ee » 1988. by Robert E. LeResche, the Executive Director of the Alaska Power Authority, an Alaskan Corporation, on behalf of the corporation. Notary Public, State of Alaska My commission expires: The City of Deering THIRD JUDICIAL DISTRICT ) The foregoing Agreement was acknowledged before me this day of on 1088, by ®t «Cayor for the City of Deering Notary Public, State of Alaska My commission expires: Tne Public Health Service Area Executive Director Date STATE OF ALASKA ) ss. THIRD JUDICIAL DISTRICT ) The foregoing Agreement was acknowledged before me this — day of + 1988, by 1 Area Executive Director for the Public Health Service. Notary My commission ex O rt ~ yt oa 0 DEERING WASTE HEAT AGREEMENT This Agreement is entered into this day of , 19788 between the CITY OF DEERING (the City), the PUBLIC HEALTH SERVICE (PHS) and the ALASKA POWER AUTHORITY (the Power Authority) to Outline the responsibilities of the parties involved and the procedures ta be follawed in connection with design» construction, start-up» and future operation and maintenance of the Deering Waste Heat Project, hereafter called *the Project”. ARTICLE A. ae Perform a detailed review of the existing site conditions and design the waste heat recovery system ta provide heat to the pump house/clinic. a Review with the City and PHS, al! designs affecting their respective systems. >. Construct the system as designed with manpower and materials provided by the other parties to this contract as specified elsewhere in this Agreement. 43 Start up and trouble shoot the system. S. Assist the other parties to this Agreement in trouble shooting af the waste heat recapture system, if nmeeded>s during the first two years of operation. é. Pertorm one system inspection per year during the first tive years af operation and make recommendations and/or requests as necessary in reference tO operations and maintenance procedures in order to secure sate and efticient operation of the system. Ensure all necessary access to City owned or operated property by the Power Authority and its consultants. Review the Power Authority’s designs for system improvements = an those parts af the system that directly affect the operation af the City’s system in the pump house. a. Provide local manpower for the construction of this project as requested by the Power Authority at the tollawing rates: (Please fill in the data) Laborers: Carpenters: Heavy equipment operators: Welders: Pipe fitters: Electricians: es Provide up to $5,000 for l!ocal labor tor the construction of this project. 6. Provide heavy equipment with operators tor the project at the following rates: (Please fill in the data) Back hoes (type): Front end loader, (type): Welders (type): a Operate and maintain the entire system in strict compliance with Power Authority directions and in accardance with requests made under Article As Section 6 of this Agreement. 8. Monitor the glycol concentration and the pressure in the System’s secondary loop at least once a month and provide and add to the system any make up glycol (Dowtherm SR-1 anly) needed in the heat recovery system’s secondary loop; i.e. the loop between the power plant and the pump house. This includes maintaining a reserve inventory of glycol at the location at al! times to tacilitate maximum operational time of the heat recovery system. 9. Ensure access to any part of the waste heat recapture system located oan City owned or operated property or in any City oawned Or operated structure for performance testing by Power Authority personnel or itS contractors aver the life af the Praject. 10. On written request, provide the other parties to this Agreement access to and copies af any information or document related to any phase of the Project over the life of the Project. a. Immediately notify the Power Authority of any situation inside the pump house which may attect the safe and efticient operation ot the waste heat recapture system. ARTICLE D 1: Ensure al! necessary access to PHS owned or operated property by the Power Authority and its consultants. Za Review the Power Authority’s designs for system improvements on thase parts af the system that directiy affect the operation of PHS’s systems. a Provide up to $30,000 for labor and materials for the construction of this project. 4. Provide limited manpower assistance to Power Authority Personnel on site as requested in connection with performance af Pawer Authority responsibilities as described in Article A» sections 1- 7 of this Agreement. Sa Ensure access to any part of the waste heat recapture system located on any PHS awned or operated property or in any the PHS owned or operated structure tor performance testing by Power Authority personnel oar its contractors over the life oaf the Project. &. On written request» provide the other parties to this Agreement access to and copies of any information or document related ta any phase of this Project over the lite of the Project. The Power Authority, the City» and PHS 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 to this Agreement. 2. Hold Harmless Agreement It is recognized by the parties to this Agreement that the Power Authority has no economic interest in this Project. Thus the other parties to this Agreement agree to hold the Power Authority harmless for any and al! claims against the Power Authority for actions in connection with this Projects unless such claims are caused by willful negligence an behalf of the Power Authority. 3. Assignment at Authority The other parties to this Agreement hereby assign to the Power Authority full authority over all engineering decisions in connection with design» constructions start-up» and run-in of this Project. However> each party ta this Agreement reserves the right to disapprove the design of any part of the system located on their own premises. 4. Declaration of Cooperation +t, is the intent of this Agreement to secure the commissioning and continued utilization af the Deering Waste Heat Praject in Order to reduce the energy expenses for the residents of Deering. All parties of this Agreement agree to work towards this gaal through cooperative etforts. The parties ta this Agreement agree to make every responsive and cooperative effort possible in order to complete al! construction efforts and to cammissian the system by December 4 1988. Project meetings with al! parties to this Agreement will be held within seven calendar days of the receipt aot request for such meetings by the other parties. Al! meetings will be held in Deering unless a different location is mutually agreed upon. S. Limitations to Power Authority Expenses Unless otherwise approved by the Power Authority Board af Directors, the Power Authority will not expend more than $10,000 ot Power Authority funds on the initial design, canstruction> Start-up» and trouble shooting of this Project. It is understood by the parties ta this contract that any funds provided by the Power Authority can only be spent on Power Authority statt’s salaries and an in-house Power Authority expenses such as travel, per diem, administration etc. The Power Authority will not under any circumstances reimburse the other parties ta this cantract for any expenses tor materials, labors administration,» or for any legal expense or any other expense incurred in connection with this expense. This Agreement has been reviewed, agreed to; and executed by the following parties: Alaska Power Authority Robert E.R LeResche Date Executive Director Approved: Assistant Attarney General © Date STATE OF ALASKA ) THIRD JUDICIAL DISTRICT The foregoing day of ? Director Agreement was acknowledged before me 1786. at the Alaska Power Authority, ee ae by Robert E. LeResche, the Executive an Alaskan Corporatian; on behalt of the corporation. The City of Deering STATE OF ALASKA THIRD JUDICIAL DISTRICT The foregoing day of , City of Deering The Public Health Service Area Executive Director STATE OF ALASKA THIRD JUDICIAL DISTRICT The foregoing day of ? Agreement was acknowledged before me 1988; Agreement was acknowledged before me this 1986; Notary Publics State of Alaska My commission expires: ) ss. ) this OS et ea » Mayor for the Notary Publics State af Alaska My commission expires: ‘%sDetet ) ) ss by » Area Executive Notary Public, State of Alaska My commission expires: