Exhibit 10.63
MEMORANDUM OF UNDERSTANDING REGARDING
ORGANIZATION OF A UNIFIED POWER PROVIDER
This memorandum of understanding ("MOU") is entered into by and among the
parties executing this MOU as of the date or dates set forth below.
Recitals
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Each signatory to this memorandum (a "Participant") is an instrumentality of the
State of Alaska or a public utility engaged in the business of providing
electric power and energy to the consumers within its respective certificated
service area in and along the interconnected electric transmission grid within
the region of the Alaska Railbelt.
Each Participant either now engages in or anticipates that it will in the future
engage in planning for and acquiring electric generation resources.
The Participants recognize the value to the reliable and cost-effective delivery
of power planning and operating generation and transmission resources as a
unified system.
The Alaska Energy Policy Task Force report in 2004 recommended the creation of
an organization to address and manage the energy issues of the Railbelt region.
The Participants wish to explore the creation of an entity, governed by a board
comprised of representation from each participating utility and potentially
representation by the State of Alaska... The entity will be organized for the
purpose of providing for the unified generation and transmission needs in the
Alaska Railbelt. The organization is hereinafter referred to as a "Unified Power
Provider" or "UPP".
NOW, THEREFORE, in consideration of the mutual promises set forth herein and
other good and valuable consideration, the parties agree as follows:
1. Commitment to Process. Each Participant will commit to participate
in good faith to a process (1) designing in concept a Unified Power
Provider; (2) exploring the costs and benefits to the Railbelt
electrical consumers of creating a UPP; and (3) assuming a UPP is
shown to be the best alternative for delivering generation and
transmission services, organizing and funding the organization,
including the development of a transition plan (assuming a January
1, 2010 start-up).
Memorandum of Understanding Page 1 of 3
2. Non-exclusivity. By committing to the process described in Paragraph
1, a Participant is not precluded from proceeding to develop other
power supply alternatives, including, but not limited to, project
agreements for construction of generation and transmission assets or
power sales agreements.
3. Governance. The process described in paragraph 1 will address, among
other issues, governance of the UPP and the participation rights of
the Participants.
4. Timing. Time is of the essence. The parties pledge to work
expeditiously toward completing the tasks outlined in paragraph 1.
5. Costs. Each Participant will actively work in conjunction with
Alaska Energy Authority's (AEA's) Railbelt Electric Grid Authority
(REGA) Study supporting AEA in the analysis of a UPP. The costs of
any third party retained by AEA to perform work hereunder shall be
paid by AEA, or in accordance with a written agreement among the
Participants.
6. Integration. This MOU sets out the entire agreement between the
parties, and all representations made by or on behalf of either
party are void unless contained in this MOU. The provisions of this
MOU shall inure to the benefit of and be binding upon the parties to
this MOU and their respective successors and assigns. Although the
parties intend to pursue the courses of action as set forth in the
recital to this MOU, neither party shall be contractually obligated
to the other, except as and to the extent the obligation is
evidenced by a written agreement.
7. Assignment. No party shall assign this MOU without the written
agreement from the other parties. Any assignment in violation of
this provision shall be void.
8. Applicable Law. This MOU shall be governed by and construed in
accordance with the laws of the State of Alaska.
9. Term. This MOU will terminate on January 1, 2010, unless sooner
terminated by written agreement of the parties or the execution of a
more definitive agreement relating to the subject matter of this
MOU.
IN WITNESS WHEREOF, the parties hereto have caused this MOU to be duly executed
as of the date or dates set forth below.
Memorandum of Understanding Page 2 of 3
Dated: 2/28/08 CHUGACH ELECTRIC ASSOCIATION, INC.
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By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
As its Acting Chief Executive Officer
Dated: 2/28/08 ▇▇▇▇▇ ELECTRIC ASSOCIATION, INC.
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By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
As its General Manager
Dated: March 12, 2008 GOLDEN VALLEY ELECTRIC ASSOCIATION
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By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇
As its President and Chief Executive Officer
Dated: 4/14/08 CITY OF ▇▇▇▇▇▇ LIGHT 7POWER
------- DIVISION
By: /s/ ▇▇▇ ▇▇▇▇▇▇
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▇▇▇ ▇▇▇▇▇▇
As its Utility Manager
Memorandum of Understanding Page 3 of 3