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HomeMy WebLinkAboutChevak Waste Heat Project Agreements Contracts & Budget 1989ALASKA ENERGY AUTHORIT RURAL PROGRAMS DIRECTORATE PROJECT BUDGET COMMUNITY CHeEVAY PROJECT NAME KASTE HEAT VES Ec TU PREPARER YEE DATE PREPARED _|7 JAr‘ Te 71000 Personal Services S ISZSO 72000 Travel and Per Diem Z2B0°O / 73000 Other Services /095,00C€ “A 77730 Grants __ 73140 Grant Handling Fees aE 73872 Project Contingency j2, coo 74000 Material (AEA only) __ 73460 Freight (AEA only) SUBTOTAL $__/35,05° 70200 Indirect Non-personal SS x 70100 Allocated Personal : ~ TOTAL Appropriation Name Matrix Code Project AR Project CC Project LC Amount BUDGET APPROVALS Manager of Rural Projects Dir. Acct. & Admin. Director of Rural Programs Director of Agency Operations (Lf budget greater than $50,000) LZ Dh lf GFELTO ce: Date Initials Mgr. Rural Projects Preparer Return original to Dir. of Rural Programs ALASKA ENERGY AUTHORITY PROJECT BUDGET WORKSHEET Project Information Community: sl eee Te ee ye eek os os ProjectName: _ WlAe Te... HEAT. PROSECE __.... Ceomteactete. con sTe™ Number 9 AB AProjMamager 9 Outre prepared: 12 AAet FO Date of Basis en Prepared by: a SES Date of Completion ———-~ —.—~---- ----. LABOR (field work) Name | Task Hrs | Rate | Subtotal | Journ) BE 1 FT Vio iT tt 225 | sel Liz — Soest S Const, IWSPEc TION $2.5 | SO Zb6z25 \ Se --—+ tls | | ; 7 te + + | C : + 4 Community Labor _Tocal | WE 37s O | | | { — rah PER DIEM AND TRAVEL ees et oa : ° Ti lat Pot ip ti im Name Field | PD | Sub- | Number | Rate | Sub- | Total | | Days | Rate } total | ot Trips | coral | | Sousr &. 1O | Leo jooo| 2 | 600! 1800 | ZBOO r T T iL i i ! [ | i | | | 4 4 4 i 4 — ir | | | | r “TW Wa 1 i | 7 i y L_ - i | | 1 un = Total { L | | zt BcO _| LABOR (office wor | "Name Task ai Rate} Subtotal 3 i lount Be) | veseet Pet i oe Jour B FZOS, PANSIAGETAEKOT __ sO} _ 1875. Bearone & AS -BuTS A 1B} ALASKA ENERGY AUTHORITY PROJECT BUDGET WORKSHEET Project Information MATERIAL Description Nates | Amount i fo i Amount | ol é 2 g Zz oo o n —+f | | { i | | | ! —L \ o ! { 7 | too + | } __ .___| 1 \ 4 oT __ i as polar joo t cl >. | Description ue + . Communitycquipmentrental Lonitts —— - oo nn al 1os G SUMMARY Personal Services(At+D) 15264 Pravel & Perdicm (C) Materiahopa —_ spehr bey 3 ne: Contract (+r) )o0oS OC FER, 4o 344 Povler PLAWT 2421) Aeon C Pire 2150 BLDG ConiNectriomns S4ay rire NSuLATOr 2 00m AB TOTAL -- Te ae a Boul’ % b Vo yaa = CONTINGENC 4 io 9 TOTAL Bid 1039S 2 AY Bos Tt Ie FF ME EE EE -s HE Hee Se SEE FS UE CULE CCE euevee i ie} ii] | eri) Po) ec a eee oe aoe cee tae a toe ee NOORVEN: WASTE HEAT RECOVERY CONCEPTUAL ESTIMATE 12 Jan FO Prepared for FRYER/PRESSLEY ENGINEERING by Clark-Graves, Inc. DATE: 13-pee-89- Sees e sees eee seen nee ee Eee Eee Ee eee SERS eee een eRe eeeeneee eee eee nese eens eeeneeeeseESAREEEEE MATERIAL COST LABOR HOURS TOTAL TOTAL COST TOTAL COST LINE tener ee eee eee eee ee to tence eee ee eee -ee- + LABOR W/O O’HEAD WITH O'HEAD # WORK DESCRIPTION QUANTITY UNITS UNIT TOTAL UNITS TOTALS COST AND PROFIT AND PROFIT = sussseessesss= secsssaesaecs sascessss 1 2 01 - GENERAL REQUIREMENTS 7 7o 6759 6759 @ 4 Room & Board a20 Mandays $75.00 $ $ 4oo ' u3t 5 Freight ast Tons $900.00 $2360 1.7214 223 $95 $i27654- SREY 6 Air Freight 3,000 Pounds $0.65 $1,950 0.001 4.3 $183 $2,133 7 Expediting 1 Months 88.000 88.0 $3,754 $3,754 8 Supervision 1 Months 129.900 129.9 $5,542 $5,542 9 Financing 1 Job $2,500.00 $2,500 $2,500 10 Meetings 1 Allow $1,000.00 $1,000 16.000 16.0 $683 * $1,683 11 Submittals 1 Allow $200.00 $200 16.000 16.0 $683 $883 12 Site Facilities 13 Equipment 2 Months $1,500.00 $3,000 $3,000 14 Office 1 Months $2,500.00 $2,500 $2,500 i 15 Electricity 1 Months $500.00 $500 $500 16 17 18 19 : @ 21 22 23 Bh cece cree cece ecm e sree reece ese e eee senses eee ease eee seers eee e nna a eee e ee eee eee eee e eee e sees rere reese e see see eee seesarsnesereses 25 SUBTOTAL: GENERAL REQUIREMENTS $325350- 276.5 $i47794 $445++> 26 27 28 DIVISION SUB-TOTAL WITH OVERHEAD AND PROFIT: $345203 $135563- $50-766— 29 LABOR RATE FOR THIS DIVISION: VARIES 27270 Fuo say ] 300 wee eee eee ee ee ee ee ee ee ee eee ee ene eee eee ne ee ere er en nn ee ee ee ne nen ee ee ee eee re eee ee eee reer errr rr beet | Page 1 CHEVAK WASTE HEAT RECOVERY - SLUDGET ESTIMATE -ABOR HOURS SCRIPTION QUANTITY UNITS UNI OTAL UNITS TOTAL FITTINGS 3” 70 1175 40 312 2 -20 640 p 1/2” 4.70 188 Zils 2 1/2” 20.90 200 a. 4.0 1009.08 21902 16.000 16.6 24 00 1584 2.0906 e 4 ce 340 2 0 2 Fa .00 170 i 2.0 i Each C.08 é0 1 s + 200.90 200 2 2.0 4 Each 2900.00 8000 5.000 20.0 i Each 2500.00 2500 1¢.00c 10.9 2 Each 1000.00 1000 4.000 4.9 1 Each 2500.00 zsacs 16.000 16.0 POWER > ANT S f $42.64/hr S5um COVERY - BUDGET ESTIMATE MATER LAL QUANTITY = UNITS INIT TOTAL UNITS TOTAL 3.90 .068 4.5 ia 2.00 C.0éC 4.5 172 > Ann 9.900 non n “edu ¥.uuu u.u - Feet a.dc a G.172 25.7 1094 2.00 o 5.447 285 SECOVERY cocr TOTAL QUANTITY USER BLDG CONNECTIONS DIPE g SITTIACS 2 41/2" 4.79 949 nan 40.0 2 1/2 .70 740 5.300 0.0 1/2” 4anoAn 2n0 402 aio anon 49 oor 1.5 ; 2o.c0 40 .500 1.0 °5n nn 2957 sao 7c : 250.00 250 .500 7.5 36 Pra pee an 2 Ea 185.00 5s5 1.500 4.5 1 Each 110.00 110 1.500 1.5 &4 EQUIPMENT EQUIPMENT s 4 Care ono n 5 7 umes 1 Fac 450.00 450 .oc0 a 621 Cloresica 4 Cah S 46n ann nq Ie Electrical 1 Eact 150.00 15° .900 a 278 CONNECT LONS 2495 ag bee E42 LS/} erat | Alaska Power Authority State of Alaska February 1, 1989 Loyd Hodson, General Manager Alaska Village Electric Cooperative 4831 Eagle Street Anchorage, Alaska 99503-7497 Dear Mr. Hodson: Enclosed for your review is a revised copy of the Chevak Waste Heat Agreement. We have made a number of Changes in the document in response to Mark Teitzel's letter of November 16, 1988 (attached). In addition, we have made several changes requested by the Kashunamiut School District and by Power Authority staff. To assist your review, I have noted the changes from the Previous draft (new language is underlined). The source of the request for each change is noted in parentheses. This document is simultaneously being reviewed by the school district. If you have any questions about the changes, call me at 561-7877. Please let me know if this agreement adequately addresses your concerns, and I will prepare a final document for signatures. S ncerely, ys / fy f fi d Denig-Chakr fi Manager of Project Evaluation Enclosures as stated. cc: Donald L. Shira, Alaska Power Authority Jerry Larson, Alaska Power Authority VPeter Hansen, Alaska Power Authority — PO, Box AM — Juneau, Alaska 99814 (907) 465-3575 4 PO. Box 190869 701 East Tudor Road Anchorage, Alaska 99519-0869 (907) 561-7877 4915/937(1) Alaska Village Electri¢-Coopérative, Inc. 4831 Eagle Street 8 NOY 17 P8 :03 Anchorage, Alaska 99503-7497 (907) 561-1818 November 16, 1988 Mr. David Denig-Chakroff Manager of Project Evaluation Alaska Power Authority P.0. Box 190869 Anchorage, Alaska 99519-0869 RE: Chevak Waste Heat Agreement Dear Mr. Denig-Chakroff: The above-referenced agreement has been reviewed for conformance with the recommendations of our legal council which were presented in letter form dated September 25, 1987, following review of the Togiak Waste Heat Agreement. Those recommendations appear to have been incorporated into the Togiak and New Stuyahok agreements which were approved by AVEC. However, one of the requested changes appears to have been deleted from the Chevak agreement. The following additions and modifications are requested: 1. The following covenant should be added to Article A and Article C: Immediately notify the Cooperative of any situation which may affect the safe and efficient operation of the Cooperative facilities. 2. The first sentence of Article D Paragraph 3 should be modified by the addition of the following statement "subject to the Cooperative's right of design approval in Article A, Paragraph 2 of this Agreement". 3. New to this agreement is Article B Paragraph 10 which requires the cooperative to provide information which is already being submitted as part of the PCE Program and therefore should be deleted from this agreement. Not critical to the acceptability of the agreement are the following items that should be corrected if the entire agreement is redrafted. 1. Article D Paragraph 4a: Delete “ensure the recommissioning" and add "secure the commissioning". 2. Article D Paragraph 4B: Delete "recommission the system in the third quarter of 1989" and add "commission the system in the quarter of " Mr. David-Denig-Chakro November 16, 1988 Page 2 Although not specifically stated, AVEC assumes that if funding is withdrawn, reduced or limited in any way after the effective date of this agreement and before the completion of performance, the APA will restore to proper working order any portion of the AVEC system that may be dismantled, partly modified or only partially completed. Sincerely yours, Wak € SeX LQ. Mark E. Teitzel Assistant General Manager Alaska Power Authority State of Alaska February 1, 1989 Mr. Alex Tatum, Superintendent Kashunamiut School District 985 KSD Way Chevak, Alaska 99653 Dear Mr. Tatum: Enclosed for your review is a revised copy of the Chevak Waste Heat Agreement. We have incorporated a number of changes in the document in response to my discussion with your legal counsel and to a letter from AVEC. To assist your review, I have noted the changes from the previous draft (new language is underlined). The source of change is noted in parentheses. the request for each This document is simultaneously being reviewed by AVEC. If you have any questions about the changes, call me at 561-7877. this agreement adequately addresses your concerns, final document for signatures. sinlerdty, {i 7 wf pf” Wey fy AW, f A) [Mayic 4 ef Le £ fib faye | A af, david Dento-thacrore 07 &~ jy) Manager of Project Evaluation .//’ Enclosures as stated cc: Donald L. Shira, Alaska Power Authority Jerry Larson, Alaska Power Authority Peter Hansen, Alaska Power Authority CPO. Box AM Juneau, Alaska 998114 (907) 465-3575 X PO. Box 190869 704 East Tudor Road Anchorage, Alaska 99519-0869 4914/937(1) Please let me know if and I will prepare a (907) 561-7877 CHEVAK .WASTE HEAT AGREEMENT THIS AGREEMENT, entered into this day of : 1989, between the ALASKA VILLAGE ELECTRIC COOPERATIVE (the Cooperative), the KASHUNAMIUT SCHOOL DISTRICT (the District), 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 Chevak Waste Heat Project, hereinafter called the "Project." Article A. ALASKA POWER AUTHORITY COVENANTS The Power Authority will: ls Perform a detailed review of the existing site conditions and design the waste heat recovery system. 2. Review with the Cooperative and with the District all designs affecting their respective systems; secure the approval of the Coopera- tive for all design features affecting the operation, maintenance, or interface with the Cooperative system; and provide the Cooperative with an accurate copy of the as-built drawings of the system. 3. Construct the systems as designed after havina secured the approval of the Cooperative as referenced in Paragraph 2 above. Scheduling for this effort will be made in cooperation with the Coopera- tive in order to facilitate adherence to Article R, Paraaraph 8 of this Agreement and to minimize the cost to all parties. 4, Start up and trouble shoot the system after construction is complete. 5. Assist the other parties to this Agreement in trouble shooting of the waste heat system, if needed, during the first two years of operation. 6. Perform one system inspection per year durina the first three years of operation and make recommendations and/or requests, as neces- sary, in reference to operations and maintenance procedures, in order to ensure safe and efficient operation of the system. 7. Maintain ownership of the entire system throuahout the 15-year term of this Agreement. At the end of this term, ownership of the heat recovery module and all equipment installed inside the power plant will be transferred to the Cooperative; ownership of all other equipment will be transferred to the District. 3135/872/1 “Pg, Chevak Waste H Agreement Page 2 of 7 “ : - 8. Notify the Cooperative, as soon as practicable, of any situation that may affect the safe and & ‘icient operation Cooperative facilities. 9. Make all affected systems operational and whole in the event the Power Authority chooses to dismantle and/or remove the entire or any part of the system during the term of this Agreement or in the event this Agreement is terminated in accordance with Article D, Paragraph 5. 10. Charge the District for the heat delivered in accordance with a separate heat sales agreement entered into between the Power Authority and the District. Article B. ALASKA VILLAGE ELECTRIC COOPERATIVE COVENANTS The Cooperative will: 1. Ensure all necessary access to Cooperative owned or operated property by the Power Authority or its contractors on the Project. 2. Review the Power Authority's designs for those parts of the system that directly affect the operation of the Cooperative's power plant. The Cooperative will have ten days after submittal to approve or suggest changes to 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 remote radiators, up to a maximum of 100 gallons per aril Provide all power needed for operation offthe radiator fan motors. 5. Operate and maintain the primary loop of the system in strict compliance with instructions given in the operations and maintenance manual delivered by the Power Authority and in accordance with requests made in accordance with Article A, Paragraph 6 of this Agreement. The primary loop includes all piping and components carrying primary loop fluid except the heat exchancer. 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. 6. Ensure access to any part of the waste heat recapture system located on Cooperative owned or operated property or in any Cooperative owned or operated structure for performance testing by Power Authority personnel or its contractors over the life of the Project. 3135/872/2 Chevak Waste Hi Agreement Page 3 of 7 7. 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 the Project over the life of the Project. 8. Upon advance request, provide one Cooperative field mechanic on stand-by during normal work days in Chevak while modifications are being made to systems directly affecting the operation of the Coopera- tive owned power plant. 9. “Notify the Power Authority as soon as practicable, of anv situation inside the heat recovery module that may affect the safe and efficient operation of the waste heat recapture system. 10. Provide to the Power Authority, on a monthly basis, for the term of this Agreement, the average fuel price and the kilowatt-hour production for Chevak for the previous month. Provision of this_ information to the Power Authority through the Power Cost Equalization Program will suffice to meet the requirements of this paragraph. Article C. KASHUNAMIUT SCHOOL DISTRICT COVENANTS The District will: 1. Ensure access by the Power Authority and its contractors or consultants to District owned or operated property, as necessary for performance under this Agreement, 2. Review the Power Authority's designs for those parts of the system that directly affect the operation of the District's svstem in the school. 3. If available, provide limited manpower assistance and/or construction equipment to Power Authority personnel, on-site, in connection with performance of Power Authority responsibilities under this Agreement upon receipt of a Power Authority work order signed bv the Power Authority project manager and by an authorized representative of the District and setting forth the rates by which the District will be reimbursed for said assistance. 4, 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 school), in accordance with the maintenance manual provided by the Power Authority. 5. Provide all power needed for the operation of the heat recov- erv system circulation pump. 6. Operate and maintain the entire secondary loop, includina al] heat exchangers associated with the secondary loop, in strict compliance with instructions given in the operations and maintenance manual 3135/872/3 Chevak Waste He Agreement Page 4 of 7 delivered by the Power Authority and in accordance with requests made under Article A, Paragraph 6 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 5 of this Agreement. Operation and maintenance of primary loop components will be the responsibility of the Cooperative as outlined in Article B, Para- graph 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 District for performance testing over the life of the Project. 8. 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 the Project over the life of the Project. 9. Notify the Power Authority, as soon as practicable, of any situation inside the school which may affect the safe and efficient operation of the waste heat recapture system. 10. Notify the Cooperative, as soon as practicable, of any _situatfon that may affect the safe and efficient operation of Cooperative facilities. ll. Provide and/or pay for the replacement and/or repoair of any component of the waste heat recapture system, except BTU meters, located in the school, as deemed necessary by the Power Authority in accordance with Article A, Paragraph 6 of this Agreement. 12. Receive all the heat generated by the waste heat recapture system. 13. 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 and the District. 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 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 pursu- ant to or under color of this Agreement, the Power Authority and the District shall indemnify, save and hold harmless, and defend the other 3135/872/4 {at y» ) Chevak Waste He Agreement Page 5 of 7 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 emplovees 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. (The labor and manpower assistance provided by the District and under Article C, Paragraph 3 of this Agreement shall be considered the officers, agents, servants, or employees of the District for purposes of construing these indemnification provisions. a (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 the sole, willful or joint negligence of the Cooperative, 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 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 the Project subject to the Cooperative's right of design approval in Article A, Paragraph 2 of this Agreement. ach 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 ensure the commissioning and continued utilization of the Chevak Waste Heat Project in order to reduce the energy expenses for the residents of Chevak. All parties to this Agreement agree to work towards this goal through cooperative efforts. (b) The parties to this Agreement agree to make reasonable and cooperative efforts to complete all system modifications and commissioné “the system in the third quarter of 1989. At the reouest of any one party, project meetinas with all parties to this Aqreement 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. 3135/872/5 Chevak Waste He Agreement Page 6 of 7 5. Availability of Funding. The parties to this Aareement acknowledge that the terms of this Agreement are subject to availability of money from State appropriations or other sources to finance the performance set out in this. Agreement. If funding is withdrawn, re- duced, or limited in any si nificant way after the effective date of this Agreement and before the completion of performance, the Power Authority may reopen negotiations or terminate this Agreement if renegotiations are not commenced. 6. Disputes. This Agreement shall be governed by the laws of the State of Alaska. Any lawsuits involving this Agreement shall be heard by the Superior Court, Third Judicial District at Anchorage. 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. 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 , 1989, 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: 3135/872/6 Chevak Waste He Agreement Page 7 of 7 ALASKA VILLAGE ELECTRIC COOPERATIVE Loyd Hodson, General Manager Date STATE OF ALASKA ) ) oss. THIRD JUDICIAL DISTRICT ) The foregoing Agreement was acknowledged before me this day of , 1989, by Loyd Hodson, General Manager of the Alaska Village Electric Cooperative. NOTARY PUBLIC, State of Alaska My Commission Expires: KASHUNAMIUT SCHOOL DISTRICT Alex Tatum, Superintendent Date STATE OF ALASKA ) )-$8% THIRD JUDICIAL DISTRICT ) The foregoing Agreement was acknowledged before me this day of » 1989, by Alex Tatum, Superintendent of the Kashunamiut School District. NOTARY PUBLIC, State of Alaska My Commission Expires: 3135/872/7 Steve Cowper, Governor Alaska Power Authority State of Alaska August 23, 1988 Mr. Alex Tatum, Superintendent Kashunamiut School District 985 KSD Way Chevak, Alaska 99653 Dear Mr. Tatum: Enclosed, as you requested, are copies of the final Chevak Waste Heat and Heat Sales Agreements for your review. The original documents are being sent to the Attorney General's Office for its approval. The originals should be returned to us by the Assistant Attorney General by the time you arrive in Anchorage next week. Please call me when you get into town so we can arrange to get the originals to you for your signa- ture. Thankyou for y cooperation and assistance. Si Eepelys : A usa 9 buff 7 vid Denig-Chakroff Manager of Project Evaluatio DDC: tg cc: Donald L. Shira, Alaska Power Authority Jerry Larson, Alaska Power Authority / ; eter Hansen, Alaska Power Authority 0/ Mosbunwds CPO. Box AM Juneau, Alaska 99814 (907) 465-3575 % PO Box 190869 7014 East Tudor Road Anchorage, Alaska 99519-0869 (907) 561-7877 3648/885/1 CHEVAK WASTE HEAT PROJECT HEAT SALES AGREEMENT THIS AGREEMENT, entered into this day of : 1988, between the Kashunamiut School District (the District) and the Alaska Pawer Authority (the Power Authority), outlines the responsibili- ties of the parties hereto and the procedures to be followed in connection with the calculation and submittal of payment for heat delivered to the District from the Chevak Waste Heat Project, hereinafter referred to as the "Project." Article A. ALASKA POWER AUTHORITY COVENANTS The Power Authority will: 1. Each month obtain from the Alaska Village Electric Cooperative (AVEC) the average fuel price and the kilowatt hour production for Chevak for the previous month. 2. Based on the information provided by AVEC, calculate the cost of waste heat for the previous month using the formula: COST OF WASTE HEAT ($) = BASE FUEL SAVINGS (gal) x ACTUAL GENERATION (kwh) + BASE GENERATION (kwh) x AVEC FUEL PRICE ($/gal) x 50% The BASE FUEL SAVINGS has been calculated through a computer simulation of the system, assuming that the total building use without waste heat is 56,000 gallons per year. BASE FUEL SAVINGS: January 3,166 gallons July 0 gallons February 2,957 gallons August 0 gallons March 3,051 gallons September 2,667 gallons April 2,612 gallons October 2,839 gallons May 2,599 gallons November 2,800 gallons June 0 gallons December 3,177 gallons Total Annual Savings: 25,868 gallons The BASE GENERATION is as follows: January 112,680 kwh July 66,939 kwh February 105,480 kwh August 75,268 kwh March 108,720 kwh September 91,737 kwh April 93,600 kwh October 97,402 kwh May 89,460 kwh November 100,080 kwh June 78,040 kwh December 113,040 kwh 3136/876/1 Chevak Heat Sa Agreement Page 2 of 3 The above formula would have produced the following COST OF WASTE HEAT in the base year if the average fuel price were $1.00/gallon: January $1,583 July $ 0 February $1,479 August $ 0 March $1,526 September $1,334 April $1,306 October $1,420 May $1,300 November $1,400 June $ 0 December $1,589 Total Annual Cost: $12,937 If additions are made to the waste heat recapture system or the school, the above formula will be subject to review by the parties to this Agreement. 3. Reduce monthly charges by 3% for each day the waste heat system has been out of service, provided that the District notifies the Power Authority about the outage no later than the following business day. 4. Invoice the District each month for the COST OF WASTE HEAT as calculated above. 5. If payment is not received from the District within 30 days after receipt of invoice, a second invoice will be sent by certified or registered mail (return receipt requested) with a notice stating that the waste heat system will be shut off if payment is not received within 30 days after receipt of the second invoice and that the District will be invoiced for the labor and travel costs incurred in shutting off the system and restarting the system after payment is made. Article B. KASHUNAMIUT SCHOOL DISTRICT COVENANTS The District will: 1. Immediately notify the Power Authority in case an error is found in an invoice or in case no invoice has been received by the 15th of the second month following the month of service. 2. Pay to the Power Authority the amount determined by the formula outlined in Article A, Section 2 above within 30 days after receipt of invoice. 3. Pay to the Power Authority interest of 1.5% per month on any undisputed amount which has not been paid within 30 days after receipt of invoice; pay the labor and travel costs incurred by the Power Author- ity to shut off the system in the event an invoice is not paid within 30 days after receipt of a second invoice and notice as described in Article A, Paragraph 5; and pay the labor and travel costs incurred by the Power Authority to restart the system, if it has been shut off due to nonpayment, once back payment is made. 3136/876/2 Chevak Heat Sa Agreement Page 3 of 3 THIS AGREEMENT has been reviewed, agreed to, and executed by the following parties: ALASKA POWER AUTHORITY Robert E. LeResche Date Executive Director 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: Approved: Assistant Attorney General Date KASHUNAMIUT SCHOOL DISTRICT Alex Tatum, Superintendent Date STATE OF ALASKA ss. THIRD JUDICIAL DISTRICT ) The foregoing Agreement was acknowledged before me this day of » 1988, by Alex Tatum, Superintendent for the Kashunamiut School District. Notary Public, State of Alaska My commission expires: 3136/876/3 CHEVAK WASTE HEAT AGREEMENT THIS AGREEMENT, entered into this day of 7 1988, between the ALASKA VILLAGE ELECTRIC COOPERATIVE (the Cooperative), the KASHUNAMIUT SCHOOL DISTRICT (the District), 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 Chevak 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 and design the waste heat recovery system. 2. Review with the Cooperative and with the District all designs affecting their respective systems; secure the approval of the Coopera- tive for all design features affecting the operation, maintenance, or interface with the Cooperative system; and provide the Cooperative with an accurate copy of the as-built drawings of the system. 3. Construct the systems as designed after having secured the approval of the Cooperative as referenced in Paragraph 2 above. Scheduling for this effort will be made in cooperation with the Coopera- tive in order to facilitate adherence to Article B, Paragraph 8 of this Agreement and to minimize the cost to all parties. 4. Start up and trouble shoot the system after construction is complete. 5. Assist the other parties to this Agreement in trouble shooting of the waste heat system, if needed, during the first two years of operation. 6. Perform one system inspection per year during the first three years of operation and make recommendations and/or requests, as neces- sary, in reference to operations and maintenance procedures, in order to ensure safe and efficient operation of the system. 7. Maintain ownership of the entire system throughout the 15-year term of this Agreement. At the end of this term, ownership of the heat recovery module and all equipment installed inside the power plant will be transferred to the Cooperative; ownership of all other equipment will be transferred to the District. 3135/872/1 Chevak Waste Hi Agreement Page 2 of 8 8. Make all affected systems operational and whole in the event the Power Authority chooses to dismantle and/or remove the entire or any part of the system during the term of this Agreement. 9. Charge the District for the heat delivered in accordance with a separate heat sales agreement entered into between the Power Authority and the District. 10. Reimburse the Cooperative for the direct cost of repairs of the items described in (a) and (b) below, under the circumstances stated in (c) below: (a) The repair of radiator fan motors necessitated by water damage or overload caused by the fan being locked in ice. (b) The repair of radiator cores necessitated by thermal shock induced damage. (c) Reimbursement is contingent on the Cooperative notifying the Power Authority, within five working days, upon discovery of a failure and on the Cooperative making the failed item accessible to Power Authority staff or contractors for inspection at the operating location prior to repairs being made, unless an emergency condition exists. It is understood by the parties to this Agreement that, while the Power Authority will provide reimbursement only for the second and all subse- quent identical items that fail in a single calendar year, the notifica- tion and inspection procedures outlined above will also pertain to the first item to fail in any calendar year. Furthermore, it is understood that the Power Authority may elect the option of providing the necessary repairs in lieu of reimbursement, so long as the Power Authority notifies the Cooperative of its selection of said option within five working days following notification of a failure. Article B. ALASKA VILLAGE ELECTRIC COOPERATIVE COVENANTS The Cooperative will: 1. Ensure all necessary access to Cooperative owned or operated property by the Power Authority or its contractors on the Project. 2. Review the Power Authority's designs for those parts of the system that directly affect the operation of the Cooperative's power plant. The Cooperative will have ten days after submittal to approve or suggest changes to 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 remote radiators, up to a maximum of 100 gallons per year. 3135/872/2 Chevak Waste H Agreement Page 3 of 8 4, Provide all power needed for the operation of the heat recov- ery module ventilation and lighting system, the radiator fan motors, and the primary loop booster pump. 5. Operate and maintain the primary loop of the system in strict compliance with instructions given in the operations and maintenance manual delivered by the Power Authority and in accordance with requests made in accordance with Article A, Paragraph 6 of this Agreement. 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. 6. Ensure access to any part of the waste heat recapture system located on Cooperative owned or operated property or in any Cooperative owned or operated structure for performance testing by Power Authority personnel or its contractors over the life of the Project. 7. 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 the Project over the life of the Project. 8. Upon advance request, provide one Cooperative field mechanic on stand-by during normal work days in Chevak while modifications are being made to systems directly affecting the operation of the Coopera- tive owned power plant. 9. 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. 10. Provide to the Power Authority on a monthly basis, for the term of this Agreement, the average fuel price and the kilowatt hour production for Chevak for the previous month. Article C. KASHUNAMIUT SCHOOL DISTRICT COVENANTS The District will: 1. Ensure all necessary access by the Power Authority and its contractors or consultants to District owned or operated property. 2. Review the Power Authority's designs for those parts of the system that directly affect the operation of the District's system in the school. 3135/872/3 Chevak Waste Hi Agreement Page 4 of 8 3. 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 school. 4. Provide all power needed for the operation of the heat recov- ery system circulation pump. 5. Provide limited manpower assistance to Power Authority person- nel, on-site, in connection with performance of Power Authority respons- ibilities under this Agreement upon receipt of a Power Authority work order signed by the Power Authority project manager and by an authorized representative of the District and setting forth the rates by which the District 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 deliv- ered 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 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 District for performance testing over the life of the Project. 8. 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 the Project over the life of the Project. 9. Immediately notify the Power Authority of any situation inside the 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 school, as deemed necessary by the Power Authority in accordance 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 and the District. 3135/872/4 Chevak Waste Hi Agreement Page 5 of 8 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 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 pursu- ant to or under color of this Agreement, the Power Authority and the District 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. (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 the sole or willful negli- gence of the Cooperative, its officers, agents, servants or employees. It is recognized by the parties to this Agreement that while the Cooper- ative will attempt to maximize the amount of heat available to the District, the Cooperative will, under no circumstances, be held respon- sible 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 ensure the recommissioning and continued utilization of the Chevak Waste Heat Project in order to reduce the energy expenses for the residents of Chevak. All parties to this Agreement agree to work towards this goal through cooperative efforts. 3135/872/5 Chevak Waste H Agreement Page 6 of 8 (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 recommission the system in the third quarter of 1989. 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 Anchorage unless another location is mutually agreed upon. 5. Availability of Funding. The parties to this Agreement acknowledge that the terms of this Agreement are subject to availability of money from State appropriations or other sources to finance the performance set out in this Agreement. If funding is withdrawn, re- duced, or limited in any way after the effective date of this Agreement and before the completion of performance, the Power Authority may terminate the Agreement. If the Power Authority determines it is in the best interests of the State, it may renegotiate the terms of the Agree- ment in accordance with any new funding limitations and conditions. 6. Disputes. This Agreement shall be governed by the laws of the State of Alaska. Any lawsuits involving this Agreement shall be heard by the Superior Court, Third Judicial District at Anchorage. 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. 3135/872/6 Chevak Waste H 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 corporation. 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: 3135/872/7 Chevak Waste H Agreement Page 8 of 8 KASHUNAMIUT SCHOOL DISTRICT Alex Tatum, Superintendent Date STATE OF ALASKA ) ) ss. THIRD JUDICIAL DISTRICT ) The foregoing Agreement was acknowledged before me this day of » 1988, by Alex Tatum, Superintendent of the Kashunamiut School District. NOTARY PUBLIC, State of Alaska My Commission Expires: 3135/872/8 DRAFT CHEVAK WASTE HEAT AGREEMENT THIS AGREEMENT, entered into this day of , 1988, between the ALASKA VILLAGE ELECTRIC COOPERATIVE (the Cooperative), the Chevak City School District (the District), 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 Chevak 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 and design the waste heat recovery system. 2. Review with the Cooperative and with the District all designs affecting their respective systems; secure the approval of the Cooperative for all design features affecting the operation, maintenance, or interface with the Cooperative system; and provide the Cooperative with an accurate copy of the as-built drawings of the system. 3. Construct the systems as designed after having secured the approval of the Cooperative as referenced in Paragraph 2 above. Scheduling for this effort will be made in cooperation with the Cooperative in order to facilitate adherence to Article B, Paragraph 8 of this Agreement and to minimize the cost to all parties. 4. Start up and trouble shoot the system after construction is complete. 5. Assist the other parties to this Agreement in trouble shooting of the waste heat system, if needed, during the first two years of operation. 6. Perform one system inspection per year during the first three years of operation and make recommendations and/or requests, as necessary, in reference to operations and maintenance procedures, in order to ensure safe and efficient operation of the system. 7. Maintain ownership of the entire system throughout the 15-year term of this Agreement. At the end of this term, ownership of the heat recovery module and all equipment installed inside the power plant will be transferred to the Cooperative; ownership of all other equipment will be transferred to the District. DRAFT Chevak Waste Heat Agreement Page 2 of 8 8. Make all affected systems operational and whole in the event the Power Authority chooses to dismantle and/or remove the entire or any part of the system during the term of this Agreement. 9. Charge the District for the heat delivered in accordance with a separate heat sales agreement entered into between the Power Authority and the District. 10. Reimburse the Cooperative for the direct cost of repairs of the items described in (a) and (b) below, under the circumstances stated in (c) below: (a) The repair of radiator fan motors necessitated by water damage or overload caused by the fan being locked in ice. (b) The repair of radiator cores necessitated by thermal shock induced damage. (c) Reimbursement is contingent on the Cooperative notifying the Power Authority, within five working days, upon discovery of a failure and on the Cooperative making the failed item accessible to Power Authority staff or contractors for inspection at the operating location prior to repairs being made, unless an emergency condition exists. It is understood by the parties to this Agreement that, while the Power Authority will provide reimbursement only for the second and all subsequent identical items that fail in a single calendar year, the notification and inspection procedures outlined above will also pertain to the first item to fail in any calendar year. Furthermore, it is understood that the Power Authority may elect the option of providing the necessary repairs in lieu of reim- bursement, so long as the Power Authority notifies the Cooperative of its selection of said option within five working days following notification of a failure. Article B. ALASKA VILLAGE ELECTRIC COOPERATIVE COVENANTS The Cooperative will: 1. Ensure all necessary access to Cooperative owned or operated property by the Power Authority or its contractors on the Project. 2. Review the Power Authority's designs for those parts of the system that directly affect the operation of the Cooperative's power plant. The Cooperative will have ten days after submittal to approve or suggest changes to 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 remote radiators, up to a maximum of 100 gallons per year. DRAFT Chevak Waste Heat Agreement Page 3 of 8 4. Provide all power needed for the operation of the heat recovery module ventilation and lighting system, the radiator fan motors, and the primary loop booster pump. 5. Operate and maintain the primary loop of the system in strict compliance with instructions given in the operations and maintenance manual delivered by the Power Authority and in accordance with requests made in accordance with Article A, Paragraph 6 of this Agreement. 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 Coopera- tive is not responsible for the maintenance, operation, repair or replace- ment 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. 6. Ensure access to any part of the waste heat recapture system located on Cooperative owned or operated property or in any Cooperative owned or operated structure for performance testing by Power Authority personnel or its contractors over the life of the Project. 7. 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. 8. Upon advance request, provide one Cooperative field mechanic on stand-by during normal work days in Chevak while modifications are being made to systems directly affecting the operation of the Cooperative owned power plant. 9. Immediately notify the Power Authority of any situation inside the heat recovery module that may affect the safe and efficient operation of the waste heat recapture system. 10. Provide to the Power Authority on a monthly basis, for the term of this Agreement, the average fuel price and the kilowatt hour production for Chevak for the previous month. Article C. CHEVAK CITY SCHOOL DISTRICT COVENANTS The District will: 1. Ensure all necessary access by the Power Authority and its contractors or consultants to District owned or operated property. 2. Review the Power Authority’s designs for those parts of the system that directly affect the operation of the District's system in the school. DRAFT Chevak Waste Heat Agreement Page 4 of 8 3. 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 school. 4. Provide all power needed for the operation of the heat recovery system circulation pump. 5. Provide limited manpower assistance to Power Authority personnel, on-site, in connection with performance of Power Authority responsibilities under this Agreement upon receipt of a Power Authority work order signed by the Power Authority project manager and by an authorized representative of the District and setting forth the rates by which the District 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 Arti- cle A, Paragraph 6 of this Agreement. Operations and maintenance require- ments pertain to all components not needed for the operation of the primary loop as defined in Article B, Paragraph 5 of this Agreement. Operation and maintenance of primary loop components will be the responsibility of the Cooperative as outlined in Article B, Paragraph 5 of this Agreement. qT. 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 District 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 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 school, as deemed necessary by the Power Authority in accordance 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 and the District. DRAFT Chevak Waste Heat Agreement Page 5 of 8 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 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 and the District 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 offi- cers, agents, servants, and employees. (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 the sole or willful negligence of the Cooperative, 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 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 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 ensure the recommissioning and continued utilization of the Chevak Waste Heat Project in order to reduce the energy expenses for the residents of Chevak. All parties to this Agreement agree to work towards this goal through cooperative efforts. DRAFT Chevak Waste Heat Agreement Page 6 of 8 (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 1989. 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. a. Availability of Funding. The parties to this Agreement acknowl- edge that the terms of this Agreement are subject to availability of money from State appropriations or other sources to finance the performance set out in this Agreement. If funding is withdrawn, reduced, or limited in any way after the effective date of this Agreement and before the completion of performance, the Power Authority may terminate the Agreement. If the Power Authority determines it is in the best interests of the State, it may renegotiate the terms of the Agreement in accordance with any new funding limitations and conditions. 6. Disputes. This Agreement shall be governed by the laws of the State of Alaska. Any lawsuits involving this Agreement shall be heard by the Superior Court, Third Judicial District at Anchorage. 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, covenants and conditions shall extend to and be binding upon the respective heirs, executors, administrators, grantees, successors and assigns of the parties to this Agreement. DRAFT Chevak 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 ) )Essi. 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: DRAFT Chevak Waste Heat Agreement Page 8 of 8 CHEVAK CITY SCHOOL DISTRICT Superintendent Date STATE OF ALASKA ) ) ss. THIRD JUDICIAL DISTRICT ) The foregoing Agreement was acknowledged before me this day of , 1988, by ,» Superintendent of the Chevak City School District. NOTARY PUBLIC, State of Alaska My Commission Expires: DRAFT CHEVAK WASTE HEAT PROJECT HEAT SALES AGREEMENT THIS AGREEMENT, entered into this day of : 1988, between the Chevak City School District (the District) and the Alaska Power Authority (the Power Authority), outlines the responsibili- ties of the parties hereto and the procedures to be followed in connec- tion with the calculation and submittal of payment for heat delivered to the District from the Chevak Waste Heat Project, hereinafter referred to as the "Project." Article A. ALASKA POWER AUTHORITY COVENANTS The Power Authority will: 1. Each month obtain from the Alaska Village Electric Cooperative (AVEC) the average fuel price and the kilowatt hour production for Chevak for the previous month. 2) Based on the information provided by AVEC, calculate the cost of waste heat for the previous month using the formula: COST OF WASTE HEAT ($) = BASE FUEL SAVINGS (gal) x ACTUAL GENERATION (kwh) + BASE GENERATION (kwh) x AVEC FUEL PRICE ($/gal) x .50 The BASE FUEL SAVINGS has been calculated through a computer simulation of the system, assuming that the total building use without waste heat is 60,000 gallons per year. BASE FUEL SAVINGS: January 3,166 gallons July 0 gallons February 2,957 gallons August 0 gallons March 3,051 gallons September 2,667 gallons April 2,612 gallons October 2,839 gallons May 2,599 gallons November 2,800 gallons June 0 gallons December 3,177 gallons Total Annual Savings: 25,868 gallons The BASE GENERATION is as follows: January 112,680 kwh July 66,939 kwh February 105,480 kwh August 75,268 kwh March 108,720 kwh September 91,737 kwh April 93,600 kwh October 97,402 kwh May 89,460 kwh November 100,080 kwh June 78,040 kwh December 113,040 kwh DRAFT Chevak Heat Sales Agreement Page 2 of 3 The above formula would have produced the following COST OF WASTE HEAT in the base year if the average fuel price were $1.00/gallon: January $1,583 July $ 0 February $1,479 August $ 0 March $1,526 September $1,334 April $1,306 October $1,420 May $1,300 November $1,400 June $ 0 December $1,589 Total Annual Cost: $12,937 If additions are made to the waste heat recapture system or the school, the above formula will be subject to review by the parties to this Agreement. 3. Reduce monthly charges by 3% for each day the waste heat system has been out of service, provided that the District notifies the Power Authority about the outage no later than the following business day. 4. Invoice the District each month for the COST OF WASTE HEAT as calculated above. 5. If payment is not received from the District within 30 days after receipt of invoice, a second invoice will be sent by certified or registered mail (return receipt requested) with a notice stating that the waste heat system will be shut off if payment is not received within 30 days after receipt of the second invoice and that the District will be invoiced for the labor and travel costs incurred in shutting off the system and restarting the system after payment is made. Article B. CHEVAK CITY SCHOOL DISTRICT COVENANTS The District will: 1. Immediately notify the Power Authority incase an error is found in an invoice or in case no invoice has been received by the 15th of the second month following the month of service. 2. Pay to the Power Authority the amount determined by the formula outlined in Article A, Section 2 above within 30 days after receipt of invoice. 3. Pay to the Power Authority interest of 1.5% per month on any undisputed amount which has not been paid within 30 days after receipt of invoice; pay the labor and travel costs incurred by the Power Author- ity to shut off the system in the event an invoice is not paid within 30 days after receipt of a second invoice and notice as described in Article A, Paragraph 5; and pay the labor and travel costs incurred by the Power Authority to restart the system, if it has been shut off due to nonpayment, once back payment is made. DRAFT Chevak Heat Sales Agreement Page 3 of 3 THIS AGREEMENT has been reviewed, agreed to, and executed by the following parties: ALASKA POWER AUTHORITY Robert E. LeResche Date Executive Director 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: Approved: Assistant Attorney General Date CHEVAK CITY SCHOOL DISTRICT Superintendent Date STATE OF ALASKA ) ) ss. THIRD JUDICIAL DISTRICT ) The foregoing Agreement was acknowledged before me this day of , 1988, by , Superintendent for the Chevak City School District. Notary Public, State of Alaska My commission expires: