AMENDED AND RESTATED
OPERATIONS AGREEMENT
FOR
POWER POOLING
AND
JOINT DISPATCH
BY AND BETWEEN
CHUGACH ELECTRIC ASSOCIATION, INC.
AND
MATANUSKA ELECTRIC ASSOCIATION, INC.
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TABLE OF CONTENTS
Article 1
DEFINITIONS
4
Article 2
TERM & TERMINATION
14
Article 3
PURPOSE; PRINCIPLES; PERIODIC REVIEW
15
Article 4
RELATIONSHIPS TO OTHER AGREEMENTS AND SERVICES
18
Article 5
MANAGEMENT BY COMMITTEE
19
Article 6
REQUIRED SERVICES
26
Article 7
POWER POOLING
27
Article 8
AUDITS
29
Article 9
GOVERNING LAW AND DISPUTE RESOLUTION
30
Article 10
FORCE MAJEURE
31
Article 11
CONFIDENTIALITY
31
Article 12
GENERAL
32
EXHIBIT A
EXHIBIT B-1
EXHIBIT B-1 (continued)
EXHIBIT B-2
EXHIBIT C
EXHIBIT D
EXHIBIT E
EXHIBIT F
EXHIBIT G
EXHIBIT H
APPENDIX 1 - SETTLEMENT PROCESS EXAMPLES
2
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AMENDED AND RESTATED
OPERATIONS AGREEMENT FOR
POWER POOLING AND JOINT DISPATCH
This AMENDED AND RESTATED POWER POOLING AND JOINT DISPATCH AGREEMENT,
(the
"Agreement") dated as of August 7, 2020, ("Execution Date") is made and entered
into by and between Chugach Electric Association, Inc. ("Chugach") and Matanuska
Electric Association, Inc. ("MEA")(collectively the "Parties" and individually a
"Party").
RECITALS
WHEREAS, the Parties own and operate electric generation, transmission and
distribution facilities, and using such facilities, each is engaged in the
business of generating, transmitting, and selling electric power to customers;
WHEREAS, the Regulatory Commission of Alaska ("RCA"), which regulates the
Parties, has ordered the Parties as a condition to Close of the Acquisition to
use joint economic dispatch and power pooling techniques for their generation
and transmission resources;
WHEREAS, the Parties believe that the mutually beneficial scheduling and
dispatch of their electric generation and transmission facilities may enable the
Parties to, among other things: (1) reduce the aggregate volume of natural gas
the Parties are required to purchase, transport and utilize to generate electric
energy; (2) maximize the efficiency of the operation of each Party's electric
generation equipment; (3)
maximize the capability of their facilities to accept
and integrate existing or new economic renewable, hydroelectric and other
electric generation resources; (4) maximize the availability of excess Energy,
capacity and Ancillary Services for sale by the Parties to third parties; (5)
maximize the efficiency with which, and minimize the cost at which, the Parties
purchase any additional required energy, capacity and ancillary services from
third parties; (6) maximize the efficient usage of the Parties' Transmission
Resources; (7) maximize the capability of the Parties to provide mutual aid to
one another; and (8) maximize the operational and administrative efficiency of
each Party's internal business operations;
WHEREAS, Chugach,
MEA, and the Municipality of Anchorage d/b/a Municipal Light
& Power ("ML&P") were parties to that certain Power Pooling and Joint Dispatch
Agreement, dated as of January 27, 2017 (the "Original Agreement");
WHEREAS, the Original Agreement did not receive the approvals necessary for
effectiveness and was superseded in its entirety by that certain Operations
Agreement