ASSIGNMENT OF NIKISKI COGENERATION PLANT
SYSTEM USE AND DISPATCH AGREEMENT
This agreement made as of the 30th day of June, 2003, between Alaska Electric
Generation and Transmission Cooperative, Inc., referred to in this agreement as
the "assignor," and Xxxxx Electric Association, Inc., referred to in this
agreement as the "assignee."
RECITALS
The assignor on February 12, 1999, entered into a contract with Chugach Electric
Association, Inc. ("Chugach") titled the Nikiski Cogeneration Plant System Use
and Dispatch Agreement that, upon the terms set forth in the original contract
and amendments thereto attached to this agreement, required assignor to make
available to Chugach the right to dispatch the power and energy associated with
the operation of the Nikiski Cogeneration Plant;
The assignor has conveyed to a single-member cooperative, Alaska Electric and
Energy Cooperative, Inc. ("AEEC") all of assignor's interest in and to the
Nikiski Cogeneration Plant and AEEC has in turn made available to the assignee a
license sell and dispatch the electric capacity and energy from the Nikiski
Cogeneration Plant
The contract is by its terms assignable with the consent of Chugach, and the
assignee desires to acquire the rights and is willing to assume the obligations
of the assignor under the contract.
Therefore the parties agree as follows:
1. Except as otherwise provided below, the assignor assigns to the assignee all
assignor's rights, interest and duties in the Nikiski Cogeneration Plant System
Use and Dispatch Agreement as amended the "agreement") with Chugach Electric
Association, Inc. executed by the assignor on February 12, 1999.
2. Except as otherwise provided below, the assignee assumes and covenants to
perform all the obligations of the assignor under the agreement, and guarantees
to hold the assignor harmless from any claim or demand made under the agreement.
3. Notwithstanding any term or provision hereof to the contrary, the obligations
set forth under paragraph 7(c), paragraph 7.9(a), paragraph 7.9(b), paragraph
7.10 and paragraph 9.2(b) of the agreement, having been assumed by Alaska
Electric and Energy Cooperative, Inc. are not assigned by the assignor nor
assumed by the assignee.
4. Assignor and assignee intend that this Assignment not diminish in any way the
rights Chugach has under the Agreement being assigned and to assure that Chugach
receives the full benefit of the Agreement being assigned notwithstanding that
different obligations are being assumed by HEA and AEEC. Specifically, this
assignment does not diminish Chugach's rights relative to AEG&T.
In witness whereof the parties have executed this agreement as of the date set
forth above.
ALASKA ELECTRIC GENERATION AND
TRANSMISSION COOPERATIVE, INC.
By: /s/ N. L. Story
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Class A Manager
XXXXX ELECTRIC ASSOCIATION, INC.
By: /s/ Xxxxx X. Xxxxx
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President
CONSENT TO ASSIGNMENT
Chugach Electric Association, Inc. consents to the foregoing assignment.
Date: June 10, 2003 CHUGACH ELECTRIC ASSOCIATION,
------------- INC.
By: /s/ Xxxx X. Xxxxxxxx
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Title: CEO
