Loading...
HomeMy WebLinkAboutIntertie Legislative Intent 1993SENT RY: 8-12-93 + 1:04PM : CHUGACH ELECTRIC- 307 561 8998:4 1/14 Chugach ELECTRIC ASSOCIATION, INC. 5601 Minnesota Drive iulncnps Sani, SENS FACSIMILE TRANSMITTAL SHEET Phone: 907-563-7494 DATE: August 12, 1993 TO: Riley Snell . | COMPANY: AIDEA LOCATION: — Anch. FAX NO.: 561-8998 FROM: Dave Highers SUBJECT: Interties COMMENTS/MESSAGE: TOTAL NUMBER OF PAGLS TRANSMITTING: (Includes Cover Sheet) IF TRANSMISSION [S INCOMPLEUR, PLPASR CALL: (907) 762-4633 TIME/DATE OF TRANSMISS(ON: BY: ALAN OR JC | CHUGACH PAX NO.: (907) 562-0027 MACHINE TYPE: DEX 740 OR CANON 850 SENT BY: 8-12-99 + 1:04PM : CHUGACH ELECTRIC- 907 561 8998;# 2/14 CHUGACH ELECTRIC ASSOCIATION, INC. DAVID L. HIGHERS General Manager August 12, 1993 XO; William R. (Riley) Snell, Executive Director Alaska Industrial Development and Export, Authority FROM: David L. Highers, General Manager SUBJECT: Legislative Intent Re; New Interties The proposed Intertic Grant Agreement contemplates joint ownership, design, construction, and management of the Northern and Southern Interties (as a single project) - - and of the Intertie grant funds — by all Railbelt utilities collectively. Golden Valley and Chugach are to be “contractors” to the collective utilities for purposes of building the line, under the direction of the collective utilities. Although arguably lawful, and reluctantly accepted by Chugach, the scheme set forth in the Intertie Grant Agreement represents a substantial departure from the apparent intcnt of the Legislature in enacting the statutes that provide for the Intertie grants and authorize AIDEA to issue bonds to complete the funding of Intertie construction. The most straightforward reading of the legislative language is that the Legislature intended that: (1) ‘The Northern and Southern Interties would be separate projects. SB 126, Sections 1 and 2. (2) The grants would be made to Chugach and Golden Valley, not to others, although others were to benefit from the grants. Id. (3) Chugach and Golden Valley, not others, were to “design and construct" the Interties. Id. See also SB 106, Section 4 (necessarily implying that Chugach and Golden Valley will both construct and own the respective Interties.) (4) SB 126, Scctions 1(c) and 2(c) requires that Chugach and Golden Valley provide the other utilitics who wished to participate access to the Interties, not ownership or control of the Interties. The legislation does not require any utility to provide assured access across its system for other utilities. 5604 Minnesota Drive « P.O. Box 196300 * Anchorage. Alaska 99519-6300 Phone 907-563-7494 * FAX 907-562-0027 SENT BY: 8-12-83 + 1:05PM : CHUGACH ELECTRIC- 907 561 8998:# 4/14 Riley Snell August 12, 1993 Page 2 (5) Chugach and Golden Valley would own their respective Interties, albeit for the benefit of the utilities participating in the Interties. This is an express condition of AIDEA financing under SB 106, Sections 29 and 30. It is also implied by all the provisions of SB 126 and SB 106 already cited above. For example, if the other utilities were each intended to own the Intertics, why didn’t the Legislature direct Chugach and Golden Valley to offer the other participants ownership (or even "capacity") instead of access? If you need access to my property, it is because I own it and you don’t. Finally, the other prospective Participating Utilities have taken the position that the failure of any of them to agree to a Participation Agreement means that the others cannot proceed with the Intertics (this is the “one-party veto"). ‘The Legislature cannot reasonably be understood to have intended this. A better reading of the legislation is that Chugach and Golden Valley (and, for other lines, the specific utilities designated to receive the grants, design and construct the lines, and own them as a condition of AIDEA financing) must offer each relevant utility the opportunity to participate. The alternative would be to make all Intertie construction in the Railbelt contingent upon, for example, a favorable vote of the municipal legislative body of the City of Seward. This is absurd. The Intertie Grant Agreement may represent a reasonable set of compromises on the part of Chugach and Golden Valley, and it may even be defensible as a creative application of the literal terms of the new statutes, but accepting this scheme does involve costs (¢.¢., the potential lost of AIDEA financing) and Jegal risks (e.g., citizen suits to block Intertie construction and alleging failure to have complied with the requirements of the new laws). SENT BY: 8-12-93 : 1:05PM : CHUGACH ELECTRIC- 907 561 8998:2 4/14 - {p-0hi6 32. 288 at adche KEFPPEC HURRAY CinpeRO KEMPPEL/HUPPMAN PQ02/003 = P.2”9 Homer Electric Association, Inc. CORPORATE OFFICR Central Maalusula Gcrviee Center JOTI Lake Mtraes 240 Alrpert Way Itamar, Alaula Q¢000-TaH0 Puuch Caaa Phane (UO7) 246-0167 Kaaai, Atesku GOEL 6ikG0 VAL (ROY) 296-9419 Fheac (#07) 283-5631 PAX (907) SAR 7 LU August 12, 1993 baviad L. Highera, General Manager Chugach Electric Association, Inc. ¥.0. Box 196336 Anchorage, AK 99519-6300 Dear Davai RE: CEA’S LETTER OF AUGUST 10, 1993 The othex tla-line participants have agked ne to provide you with the following proposed changee to the draft Intertie Grant Agreement in response to the concarne vontained in CEA’s Letter ted August 10, 1993, efuily, thease changes will allow CEA to join with the other participants in executing & grant agreexent and submitting that agreement to tha State ag goon aa possible. The Intertie Grant; Agreanent attached 149 the most recent (8/8/93) draft. Tha highlighted changes to that draft are in specifio response to CEA‘# 8/10/93 doncarns, The change to the second paragraph of saction 5 clarifies CRA‘’a ahility to unilaterally decide not to act aa the contractor for the gouthern intertie. The addition to section 3 clarifies CEA‘s right to withdraw from partiaipation in tha northern intertia. CEA‘a 1(¢c) concern ig algo satisfied by tha above moditication ta Section 3 since CEA may freely alact ta withdraw from either or both intertiea ‘and refuse to execute the Participation Agreement if the latter cannot be nogotiated to CZA‘s satisfaction. OfA‘’s, concerns with respect to access are divided into that which CRA is willing to do and that which CRA ie unwilling te commit. It is the feeling of the participants that thase things which oma ia willing to do, do not all neceagarsly have to be incorporated into the grant agreement at thie stage, but rather that those things to which CRA is unwilling to commit whould be addressed. It has never baen the intent of the participants that thay have 4 guarantee of “equal priority usa of Chugach’a system, xegardless of tha consequence, if tha result would be to pravent Chugach from ucing itm own system for the needs of its own wholegale and ratail 907 276 2493 08-12-93 09:44AM POO2 #04 R-96% aa 8-12-93 : 1:06PM: CHUGACH ELECTRIC 907 561 8998:2 5/14 deci Peni i2" 785 oBEATa KeReREC TLEPAT @frneRO KEMPPBL/EURAAK P003/003 P39 David L. Highers, Ganeral Manager Paga 2 Auguat 12, 1993 austomera," and we can find nothing in the praesent draft grant agxeewent which would support auch a claim by any partiaipant. The language contained in the existing draft Intartie Grant Agreoment ia based upon the requirements of #8 126 and is arguably néecassary in order to persuade the State to release grant funds. Thia iague will, of courage, be totally reaclvad in the Participation Agreanent. In regponaa t6 youre concern a(b) (ii). we havea aliminated that entire sentence containing restrictiona on the development of acceptable wheeling rates. Again, we would hope that thease "final nodifications to the draft Intartia Grant Agreement will allow cRA to join with the other participants in axeouting that agreement and aubmitting dt to the State yat thie week. Sincerely, HOMER, ELECT ASSOCIATION, INC. U4. N. u. Gtory General Manoger NTA HON299 tevin ca: .Ken Ritchey, MEA ‘Dave Calvert, City of Seward Vince Mottola, FHUS Mike Keliy, QVEA Bob Hufman, AEGéT Ron Saxton, Attorney Dave Hutchena,| ARECA NLs-rf H/K 76 2403 08-12-93 09:44AM POO3 #04 R=«96% 907 2 SENT BY: 8-12-93 : 1:06PM : CHUGACH ELECTRIC- 907 561 8998:4 6/14 AUG 12 793 29:47AM KEMPPEL HUFFMAN GINDER P.4/9 INTERTIE GRANT AGREEMENT This Agreement is entered into this day of August, 1993, by Golden Valley Flectric Association, Inc. ("GVEA"), Fairbanks Municipal Utilities System ("FMUS"), Anchors Municipal Light and Power ("ML&P"), Chugach Electric Association, Inc. ("CBA"), Electric Generation and Transmission Coo ative, Inc. (AEG&T"), on behalf of its S enoes (Matanuska Blectric Association, Inc, ( , and Homer Electric Association, Inc. ("HEA"), “Additional Parties"), and City of cae Cheat) CParticip eae the meaning of Section 2 of SB 126), and the State of Alaska, Department of A 6 ("DOA"), and the Alaska Industrial Development and Export Autharity ity CAIDEA"), The parties agree as follows: i: Purposs, The purpose of this Agreomont is to satisfy the statuto conditions precedent to DOA‘s yaneioe of the grant funds and to provide far tng expeditions transfer of such funds to the grant recipients for ee - urpose of partial funding of the design and earn - oe a a eeaiy, tween Healy drys hehe and ety te orage and the Kei ninsu ally, this Agreement is intended to sa! conditions of SB 126 §§ 1(b) and (c) and §§ 2(b) and (¢). 2. Addidonal Agmsmenis. The Purtici Udlites hereby agree that any additional agreements (whether ee the —— pating Utilities or with other entities) that are ae out the purposes 0 gteement and SB 126 shall be negotiated in good faith. Suoh additional a, Pett shail Spavees —* participarion (“Participutivn Agreement"), project management, and Pursuant to this and any other necessary agreements, tho Participating Ulises shall hold undivided ownership interest as tenants in common in the = set.forth in Attachment 1 to this em such proportions being based on the of the Participants’ '{990/1991/1999 ¢ verge neu-colncldent peal demand to the sum of the Participating Utlities’ 1990/199 U/1 tre yeat average non-coincident oem to a differci ak demands unless the Participating Utilities nt allocation of specific pro ie acity in the:Participation t. A Parcipating Utility elect in wri ng vn 7 thdraw from partici ie either the Agios -Kenail Peninsula Intertie or the, Healy-Falrbanks Intertle prior to execution of a Participation Agreement by the remafning Participating Utilities. | 4, Statutord Conditions. F For the purpose of sec sondier of Ge weet fangs, . the Participating Utilities hereby agree to the conditions of §B 126, specifically set iw. | | 4.1 i j The P: ting Utilities agree Ry the design and construction costs of the Healy-Fairbanks transmission intertie that rahe 3,200,000 and the design; and construction costs for the Anchorage-Kenal Peninsula tranamission intertie that rien $46,800,000 [SB 126 $§ 1(b)(1) and 2¢b)C1N. 4.2 . The\Particip Utilitie to pay the operation and maintenance (O&M) costs for the Healy- siete ea the aceomnge Kael Peninsula intertios [SB 126 §§ 1(b)(2) or 2(b)(2)). 43 ies ‘The costs of construction of the Ancharage-Kenai Peninsula intartie in excess of $46,800,000 plus accrued intorcst, the cost of ation and maintenance of that intartis, and other costs approved by the |Participants shall be recovered through a 1.5 mil/Wh charge for all encrey generated by @ Bradley Lake Hydroelectric Project. R=96% 907 276 2493 08-12-93 O8:44AM POO4 HO4 SENT BY: 8-12-93 : 1:07PM : CHUGACH ELECTRIC- 907 561 8998:2 7/14 AUG 12 793 @9:48AM KEMPPEL HUFFMAN GINDER P.5/3 The costs of construction of the Healy-Falrbanks intertle la cacess of $43,200,000 plus accrued interest, the cost,of operation and maintenance of that intertic, and other costs approved by the Participants shall first bo recovered through a 1.5 mill/kWh charge for cuergy generated by the Bradl i Project for the benefit of recciving utilities in Pair' and an additional 1.5 mill/kWh charge to be paid by the receiving utility for 60 nt of the non-Bradley Lake energy tranamitted on the existing GVBA transmission lino and the new northern intertie between Healy and Fairbanks. i Remuining costs of the two Interties not recovered by the above 1.5 mill/kWh charges shall be allocated among the Participating Utilities in the proportion sot forth in Attachment 1. 4.4 Access and Wheeling. All Participating Utilities agree to provide the other Participating Utilities access both on thc ncw intortic and over tho Participating Utilities’ systems to and from the intertie for the purpose of assured acccss to resources, economy energy transactions, and other similar uses on terms and at rates to be resolved in the pation Agreement, Charges for access to other Participants' capacity rights will be addressed in the Participation Agreement. [The terms, conditions, and rates for access will be calculated on a eens and required basis.] Resulting rates will be submitted to the Alaska Public tilities Commission, if required. 5S; Design.and Constmction Management. The Participating Utilities agree to contract with GVEA to design and construct the Healy-Fairbanks power transmission intertie and agree to contract with CEA to design and construct the Anchorage-Kenai Peninsula powor transmission intertie, subject jo the availability of adequate financing and in accordance with Prudent Utility Practices and construction agreements which contain provisions for adequate oversight to maintain — and cost control, and to cnsure that total project costs do not exceed amounts budgeted by the Participants' Group and its Participating Utility members. Consistent with the above conditions, it is agreed and understood that GVEA and CEA, as contractors, will be free to subcontract all or any portion of the work associated with the design and construction of the abave projects. If, for any reason, GVBA and/or CEA fare unable to construct] elect not to act.as the contractors of the interties, the Participating Utilities oe contract for constraction with one or more of the other Participating Utilities or Additional artios. i ] 6. _ Intertie Participants Group. As common owners of the interties, the Participating Utilities agree to form the Intertie Participants Group (IPG) for the purpose of exercising thelr rights and responsibilities as owners. Each Participating Utility shall be represented on the IPG, and the IPG shall form a technical advisory subcommittes on which cach Participating Utility shall be represented, except that MEA and shall be on the IPG and any subcommittees, each of-which shall be a voting member, and &T shall not be additionally represented, The reaene Agreement shall resolve and adopt voting rights and procedural rules for the operation of the IPG. Total project cost and financing shall be addressed in the Participation Agreement. Intertie design, construction, construction management, and operation and maintenance, among other issues, shall be resolved by the IPG in uccurdance with its rules and procedures. Relative to de: and construction issues, the IPG and its technical advisa: subcommittee shall be responsible for oversight of GVEA and CEA construction efforts. Su oversight shall include approval of at least project scope (including routing and points of j INTERTIC GRANT AGREEMENT ! Pago2 R=96% 907 276 2493 08-12-93 09:44AM POO5 #04 SENT BY: 8-12-93 + 1:08PM : CHUGACH ELECTRIC- 907 561 8938:# 8/14 AUG 12 793 @9!49AM KEMPPCL HUFFMAN GINDER P.6/9 interconnection), cost estimates and budget, approval of construction agreements, significant change orders, receipt and review of at least monthly reports, and auditing of dosign and construction funds. Neither the IPG nor any individual ab gta Utility shall attempt to make claims against GVEA and CEA for any decisions made by the IPG. Upon completion and commercial operation of the interties, the IPG shall be responsible for all decisions relating to the ongoing operations, maintenance, repair, and improvement of the interties. 7. Transfer of Grant Funds. DOA hereby transfers the grant funds of $43,200,000 to GVEA and $46,800,000 to CEA, together with all interest carnings on such funds trom the ettective date of the legislation. GVEA ae eee in trust accounts for the benefit of all Participating Utilitics in agreed-upon financial institutions with instructions to the trust officer that no funds are to be released, encumbered, asgi , or ledged until & Parcipation Agreement has been executed by all of the Participating Utili The Bardcipating Utes ‘agree to negotiate in good faith with the intent of executing a Participation Agreement by November 1, 1993. In the event that the Healy-Falrbanks is not, for any reason, constructed, OVBA agrees lo return any unexpended funds and any interest earned thereon to DOA. In the cvent that the Anchorage-Kenai Peninsula intertie Is not, for any reason, constructed, CBA to rerum any funds and any interest camed therton to DOA. No Participating Utility shall unreasonably delay progress toward compledon of the intertics. 8, Use_of Funds. The parties agree to uso funds in the trust accounts described in paragraph 7 solely for the purposes of design and oonstruotion of the Healy-Pairbanks andj Anchorage- i Peninsula interties, including all acts necessary for completion of these rojects. The parties further agree to retum to the State any unexpended grant funds and an’ ional camed thereon not needed for this purpose. / 9. Tax Considerations The parties agree Kospeneiaaty determine whether the receipt of funds pursuant to this ement is inconsistent the tax-exempt status of the Participating Utilities or will rosult in the grant being subject to taxation, In the event that any of the Participating Litilities determine a tax status issue 1s raised, DOA and AIDEA agree to permit the immediate retum to DOA and/or AIDEA of any grant funds received by the Participating Utilities including any interest earned thereon and to work in good faith to effect the grant transfers in a manner which prescrves the tax-exempt status of all of the Participating Utilities and the grant funds and fucther agree that the Participating Utilities may terminate this Agrocment, and any Participating Utility may withdraw from this Agrecment, if a satisfactory resolution is not achievable for the utilities as ara oc any Peceepsing Utility individually. A Participating Se ee ds for purposes of avoiding bec: a taxable by reason of such receipt but will be permitted, wo the greatest extent possible, to have the same rights and responsibilities as other Participating Utilities under this and other related agreements. However, the existence of unfavorable tax consequences for one or more Participating Utilities shall not prevent reccipt of the grant and constcuction of the linc by ume or more of the other signatories to this Grant Agreement. : INTERTIE GRANT AGREEMENT Page 3 R=96% 907 276 2493 08-12-93 09:44AM POOG #04 SENT BY: 8-12-93 : 1:08PM : CHUGACH ELECTRIC- 907 561 8998:# 9/14 AUG 12 799 @9:5@AM KEMPPEL HUFFMAN GTNDER P79 IN WITNESS WHEREOE, the partics have caused this Agreement to be oxcouted on the date first above written. STATE OF ALASKA, DEPARTMENT OF ADMINISTRATION By ee ALASKA INDUSTRIAL DEVELOPMENT AND EXPORT AUTHORITY ADMINISTRATION By: PARTICIPATING UTILITIES: — VALLEY ELECTRIC ASSOCIATION, By: FAIRBANKS MUNICIPAL UTILITIES SYSTEM By: ANCHORAGE MUNICIPAL LIGHT & POWER By: INTERTIE GRANT AGREEMENT Page 4 R-96% 907 276 2493 08-12-93 09:44AM POOT #04 SENT BY: 8-12-98 : 1:09PM : CHUGACH ELECTRIC- 907 561 8998:#10/14 AUG 12 793 @9:SQAM KEMPPEL HUFFMAN GINDER P.6/9 CHUGACH BLECTRIC ASSOCIATION, INC. By: ALASKA ELECTRIC GENERATION & TRANSMISSION COOPERATIVE, INC. MATANUSKA ELECTRIC ASSOCIATION, INC. By: HOMER ELECTRIC ASSOCIATION, INC. By: Attechment 1 INTERTIE GRANT AGREEMENT Page 5 . R~9B% @07 276 2493 08-12-93 09:44AM POOS #04 SENT BY: 8-12-93 : 1:09PM : CHUGACH ELECTRIC- 907 561 8998:#11/14 : AUG 12 ’SQ) @9tS1AM KEMPPEL HUFFMAN GINDER P.9/9 Attachment 1 INTERTIE OWNERSHIP INTERESTS Golden Valley Blectric Association, Inc. 15.26% Fairbanks Municipal Utilities System 4.65% Anchorage Municipal Light and Power 22.25% Chugach Electric Association, Inc. 32.04% Alaska Blectric Gencration & Transmission Cooperative, Inc. 24.56% Matanuska Electric Association, Inc. 13.35% Homer Electric Association, Inc. 11.21% oy of Seward, \ : j 124% TOTAL ' 100.00% NOTE: The above percentages shall apply unless otherwise agreed to in the Participation Agreement = Beotion 3 of this Agreement). R=-95% 907 276 2493 08-12-93 09:44AM POOS #04 SENT BY: 8-12-93 > 1:09PM : CHUGACH ELECTRIC- 907 561 8998:#12/14 CHUGACH ELECTRIC ASSOCIATION, INC. DAVID L. HIGHERS Generat Manager August 12, 1993 Norman L. Story General Manager Homer Electric Association, Inc. 3977 Lake Street Homer, Alaska 99603 VIA Facsimile - 235-3313 Dear Norm: Thank you for your letter of today's date, offering a revised draft of the Intertie Grant Agreement. Chugach appreciates the effort you and the other prospective participants have made to accommodate the concerns expressed in Chugach's letter of August 10. For the most part, that effort has been successful. The Intertie Grant Agreement still contains many provisions that Chugach considers ill-advised or unfavorable. But based on the changes you have made in the most recent draft, and subject to a satisfactory resolution of the matters discussed in this letter, I will recommend to the Board that Chugach (1) execute the Intertie Grant Agreement, and (2) proceed to negotiate a Participation Agreement. Chugach will attempt to resolve its remaining concerns -- which, as you know, are numerous -- in the latter Agreement. I note, first, that the draft Grant Agreement is now very ambiguous on the issue of the one-party veto. This has important implications. On the one hand, Section 7 still requires that the Participation Agreement must be signed by all the Participating Utilities (a defined term which includes all of us), or otherwise no funds may be spent, all funds must be returned to the State, and the Interties may not be built. On the other hand, the change you have made to Section 3 seems to imply that the other utilities can proceed to spend the funds and construct the Interties even if one or more of the utilities listed as a Participating Utility declines to execute a Participation Agreement with respect to the Northern Intertie, or the Southern Intertie, or both -- in other words, one utility's refusal to execute the Participation Agreement does not veto either the Agreement or the Interties for the other utilities. We are unclear as to which of these results you intend. Assuming that you intend to let a utility decline to participate in one or both lines without that action bringing the Participation Agreement and the Interties to a halt, the Grant Agreement must make clear that (1) the utility which drops out is not liable for any costs, and (2) that utility's percentage share of costs and of Intertie capacity will be reallocated among the remaining Participants, who agree to be responsible for 100 percent of those costs. To accomplish the foregoing, we ask that Section 3 be amended by adding the following sentence at the conclusion thereof: 5601 Minnesota Drive = P.O. Box 196300 * Anchorage, Alaska 99519-6300 Phone 907-563-7494 * FAX 907-562-0027 SENT BY: 8-12-93 + 1:10PM ; CHUGACH ELECTRIC- 307 561 8998:#13/14 "If any utility that executes this Agreement does not execute a Participation Agreement with respect to the Anchorage-Kenai Peninsula Intertie or the Healy-Fairbanks Intertie, or both, then that utility shall have no liability under Section 4 hereof, or otherwise, for any costs associated with the Intertie(s) in which that utility has not agreed to participate, and all such costs shall instead be bome by those Participating Utilities who have executed Participation Agreements with respect to such Interties." This clarification is necessary not only for the protection of Chugach and other utilities who may decline to participate in one or both Interties, but also in order to comply with the statute and to protect the State, since otherwise there would be no clear assurance of 100 percent of the relevant costs being covered by those utilities who elect to participate in the Interties. (Note that this clarification also necessarily implies that there is no longer any one-party veto of the Participation Agreement.) If the foregoing clarification is made to the Agreement, J will recommend to the Board that Chugach execute it. In so doing, however, I want to make clear to you and the other prospective Participants that Chugach interprets the draft Agreement in the following manner, and expects the Participation Agreement to be consistent with these points, Please let me know if there is any disagreement on this. (1) Section 4.4, "Access and Wheeling," does not as written require of Chugach any commitment that Chugach indicated in its August 10 letter that Chugach is unwilling to make at this time. (2) Chugach intends to submit to the Alaska Public Utilities Commission for review and approval any proposed terms, conditions, and rates for either assured or non-firm wheeling services over Chugach's system for power transmitted across that system to/from the Intertie. (Chugach will first attempt to negotiate such terms, conditions, and rates with the other prospective Participating Utilities.) (3) Chugach will make every reasonable effort to accommodate the wheeling needs of other utilities if Chugach can do so without interfering with the use of its own system for its own wholesale and retail customers, but Chugach does not interpret SB 126 or the Intertic Grant Agreement as requiring Chugach to provide assured access to other utilities for the transmission of power to/from the Intertie across Chugach's system. (4) If funds must be returned to the State under Section 7, the return will be from the trust accounts mentioned in that Section, and not by Chugach and/or Golden Valley from any other source. Finally, we note that the computations used to produce the percentage interests shown in Attachment | must be re-checked, and, if appropriate, the percentage interests must be adjusted accordingly, before the Grant Agreement is finally executed by all parties and becomes effective. SENT BY: 8-12-93 + 1:11PM = CHLGACH ELECTRIC- U7 561 6996+414/14 Chugach's percentage interest as shown in Attachment 1 may be too high because it apparently includes the loads of Seward, which should be netted out of Chugach's total (and not double- counted). I hope the foregoing is satisfactory to the other prospective Participants. If so, please contact me so that we can take the appropriate steps to memorialize our agreement. David L. Highers General Manager CC: RUG Managers Chugach Board of Directors