HomeMy WebLinkAboutRes1989-072
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Sponsored by: Schaefermeyer
CITY OF SEWARD, ALASKA
RESOLUTION NO. 89-072
A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF SEWARD, ALASKA, APPROVING A COGENERATION
AGREEMENT WITH CHUGACH ALASKA CORPORATION
WHEREAS, on May 8, 1989, the City Council adopted Resolution
No. 89-040, approving Lease Agreement No. 3 between the city and
Chugach Alaska Corporation; and
WHEREAS, the effective clause of this resolution stated that
the resolution, and therefore the lease, would become effective
after the City Council had approved a Cogeneration Agreement with
Chugach Alaska Corporation; and
WHEREAS, a Cogeneration Agreement has been successfully
negotiated with Chugach Alaska Corporation, and the Agreement has
been approved and signed by CAC President Michael Chittick;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF SEWARD, ALASKA, that:
Section 1. The City Manager is hereby authorized to execute
a Cogeneration Agreement with Chugach Alaska Corporation, a copy
of which is attached and incorporated herein by reference.
Section 2. This resolution shall take effect immediately upon
its adoption.
PASSED AND APPROVED by the City Council of the city of Seward,
Alaska, this 10th day of July, 1989.
THE CITY OF SEWARD, ALASKA
~~--6' , '... ..e::.
Harry E.. ~eseler, Mayor
AYES:
NOES:
ABSENT:
ABSTAIN:
Dunham, Gieseler, Hilton, Meehan, O'Brien & Simutis
None
Noll
None
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CITY OF SEWARD, ALASKA
RESOLUTION NO. 89-072
ATTEST:
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~City Seal)
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APPROVED AS TO FORM:
Perkins Coie, Attorneys for the
city of Seward, Alaska
7...u1 A:t ~
Fred B. Arvidson
City Attorney
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COGENERATION AGREEMENT
This Cogeneration AQreement is ~ade and entered into
effective as of the \O~day of Ju~, 1989, by and between the
City of Seward, Alaska, a municipal corporation located in the
Kenai Peninsula Borough, State of Alaska ("City" herein), and
Chugach Alaska Corporation, a corporation organized and existing
under the laws of the State of Alaska and 43 U.S.C. 5 1601 et
~ (1971) ("Chugach" herein). -
RECITALS
A. City has leased to Chugach certain real properties
within the boundary limits of the City of Seward, Alaska,
pursuant to two lease agreements (the "First and Second Leases"),
and Chugach is constructing a sawmill and intends to construct an
electric cogeneration facility upon the leased land.
B. Chugach intends to generate electric power and steam
for its own use in its sawmill by its operation of the electric
cogeneration facility. Chugach may from time to time be capable
of generating electric power in excess of its own needs (the
"Excess Power").
C. City and Chugach have also negotiated a lease of
additional real property adjacent to the leased land for
Chugach's use in connection with the sawmill and cogeneration
facility (the "Third Lease"), and pursuant to Resolution No.
89-040 the City of Seward City Council, approved the Third Lease
subject to the parties entering into an agreement with respect to
Excess Power by June 26, 1989.
AGREEMENT
NOW THEREFORE, in consideration of the foregoing City and
Chugach agree as follows:
1. Waiver and Neqotiations. Chugach hereby waives any
rights it now has or may hereafter have to compel City to
purchase the Excess Power. Not later than the September 30,
1989, the parties shall commence and continue to participate in
good faith negotiations as to the terms under which City may
purchase Excess Power from Chugach, and as to the terms of any
other arrangements (as requested by either party) regarding the
purchase, sale, transmission, and production of power arising as
a result of construction of the cogeneration facility and
authorized under applicable law and regulations. Each party
shall make available to the other such information as is
necessary to facilitate such negotiations. As to any information
not available to the public, at the request of either party, the
other agrees to keep such information confidential.
COGENERATION AGREEMENT - 1
032789/5979k
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2. Warranties. Chugach and City hereby represent and
warrant that each has the power and authority to execute this
Agreement and to perform its obligations hereunder and further
that its execution of this Agreement and its performance of its
obl~gations hereunder is not in violation of any of its existing
contractual obligations,
3. Survival. Each party's obligations hereunder shall
survive the termination of the First, Second or Third leases.
4. Supplementation, Modification or Amendment. This
Agreement may not be supplemented, modified or amended in any
manner except by an instrument in writing signed by each of the
parties hereto.
5. Attorney's Fees. If any legal action or other
proceeding is brought to enforce this Agreement, or because of
any alleged dispute, breach or misrepresentation in connection
with any of the provisions of this Agreement, the successful or
prevailing party shall be entitled to recover reasonable
attorney's fees and other costs incurred in that action or
proceeding, in addition to any other relief to which it may be
entitled.
6. Successors in Interest; Sale or Assiqnment, This
Agreement shall inure to the benefit of and shall be binding upon
the successors and assigns of each party. Chugach further
agrees, in the event of the sale, assignment, subleasing or other
transfer to any party of its interest in the electric
cogeneration facility, or in the event of its contracting with
any party for the operation of the electric cogeneration
facility, that it shall require such party to unconditionally
abide by Chugach's obligations under thi" Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement.
CHUGACH ALASKA CORPORATION
Date Signed:
C- - /+' -.,.. "!
BY~~~
CITY OF SEWARD
BY~
i ty Manager 7/1:;/ rCJ
COGENERATION AGREEMENT - 2
032789/5979k
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ATTEST:
APPROVED AS TO FORM:
PERKINS COlE
Attorneys for the
City of Seward
\=)~~J-,",--, ~. ~
~ i:..~ u~ L';"ua& n~L];l T, City Clerk
7-~M~
Fred B. Arvidson
STATE OF ALASKA )
) ss.
THIRD JUDICIAL DISTRICT )
THIS IS TO CERTIFY that on this I~~ day of JUNE , 1989,
before me, the undersigned, a Notary Public in and for the State
of Alaska, personally appeared MICHAEl.. H. (!JlI1'"ncK ,
of CHUGACH ALASKA CORPORATION, INC., known to me and to me known
to be the individual named in and who executed the foregoing
document, and he acknowledged to me that he was authorized to
execute the foregoing document by authority granted him in the
Bylaws or by resolution of the Board of Directors of said
corporation for the uses and purposes therein set forth.
WITNESS my hand and notarial seal the day and year
first hereinabove written.
Not~~li~ and for Alaska
My Commission Expires: ?-/~-9/
STATE OF ALASKA )
) ss.
THIRD JUDICIAL DISTRICT )
THIS IS TO CERTIFY that on this ,
1989, before me, the undersigned, a Notary publi for the
State of Alaska, personally appeared MAX ROY and LINDA MURPHY,
known to me and to me known to be the Ci Manager and City Clerk
of the City of Seward, and known to the individuals named in
and who executed the foregoing do ent, and they acknowledged to
me that they were authorized t execute the foregoing document by
authority granted them in t Municipal Code of Ordinances for
said City and for the us and purposes therein set forth.
notarial seal the day and year
WITNESS
first hereinabo
Notary Public in and for Alaska
My Commission Expires:
COGENERATION AGREEMENT - 3
032789/5979k