HomeMy WebLinkAboutBradley Lake PMC-Teleconference Mtg. Wednesday, December 9, 1998 2
Agenda Item No. te 2 ae ‘| A Ball Coll Canc‘ AKA Coll
YES NO ABS ys No. ABs YES NO ABS
CITY OF SEWARD 01% Pe] [
MATANUSKA ELEC ASSOC. 14% [|_| |_|
CHUGACH ELEC ASSOC 30% EE Zee Zt
HOMER ELEC ASSOC 12% ie WIS | Ze
GOLDEN VAL ELEC ASSOC 17% [7]. mee | FE
MUNI LIGHT & POWER 26% aE Gz ES reel
ALASKA ENERGY AUTHORITY aie ZG | Tae
A=4+ OVER 51% B=AEA CONCUR With A C = UNANIMOUS D= MAJORITY
VOTING METHOD A:
Requiring four yeas with 51% of utilities, with no
AEA vote:
1) Procedures for scheduling, production and
dispatch of project power.
2) Establishment of procedures for use of each
purchaser's water allocation (AEA assent
required for license requirements).
3) Selection among alternative methods that do
not involve AEA for funding required project
work.
VOTING METHOD B:
Requiring 4 yeas with 51% of utilities and AEA
concurrence:
1) Arranging operation and maintenance of
project.
2) Adoption of budget of annual project costs.
VOTE(93Q3/BC5272)
3) Establishment of FY estimated annual
payment obligation and schedule of each
purchaser.
4) Determination of annual project costs after
each FY.
5) Evaluation of necessity for and scheduling of
required project work.
6) Determination of appropriate amount of
insurance.
7) Adoption of additional minimum funding
amounts for renewal and contingency reserve
fund above that required by bond resolution.
8) Selection among alternate methods that
involve AEA for funding required project
work.
9) Adoption or amendment of procedural
committee rules (except dispute resolution).
10) Adoption of project maintenance schedules.
11)
12)
13)
14)
15)
Determination of rules, procedures and
accounts necessary to manage project when
no bonds outstanding.
Evaluation and approval of optional project
work and compensation for such work.
Application of insurance claims proceeds not
governed by bond resolution.
Approval of procedures and any individual
utility agreements relating to electric power
reserves for project.
Approval of consultants.
VOTING METHOD C:
Unanimous vote by all (including AEA)
VOTING METHOD D:
Majority vote (including AEA)
Election of Officers
DATE:
BRADLEY PMC VOTING
Agenda Item No.
YES NO ABS YES NO ABS YES NO ABS
CITY OF SEWARD 01% [
MATANUSKA ELEC ASSOC 14% |
CHUGACH ELEC ASSOC 30%
HOMER ELEC ASSOC 12% |
GOLDEN VAL ELEC ASSOC 17% | | |
MUNI LIGHT & POWER 26%
ALASKA ENERGY AUTHORITY |
A=4+ OVER 51% B= AEA CONCUR With A C = UNANIMOUS D= MAJORITY
VOTING METHOD A: 3) Establishment of FY estimated annual 11) Determination of rules, procedures and
payment obligation and schedule of each accounts necessary to manage project when Requiring four yeas with 51% of utilities, with no purchaser. no bonds outstanding.
AEA vote:
4) Determination of annual project costs after 12) Evaluation and approval of optional project 1) Procedures for scheduling, production and each FY. work and compensation for such work. dispatch of project power.
5) Evaluation of necessity for and scheduling of 13) Application of insurance claims proceeds not 2) Establishment of procedures for use of each required project work. governed by bond resolution. purchaser's water allocation (AEA assent
required for license requirements). 6) Determination of appropriate amount of 14) Approval of procedures and any individual
insurance. utility agreements relating to electric power 3) Selection among alternative methods that do
not involve AEA for funding required project
work.
VOTING METHOD B:
Requiring 4 yeas with 51% of utilities and AEA concurrence:
1) Arranging operation and maintenance of
project.
2) Adoption of budget of annual project costs.
VOTE(93Q3/BC5272)
reserves for project.
7) Adoption of additional minimum funding
amounts for renewal and contingency reserve 15) Approval of consultants.
fund above that required by bond resolution.
VOTING METHOD C:
8) Selection among alternate methods that
involve AEA for funding required project Unanimous vote by all (including AEA) work.
VOTING METHOD D: 9) Adoption or amendment of procedural
committee rules (except dispute resolution). Majority vote (including AEA)
10) Adoption of project maintenance schedules. Election of Officers
DATE:
BRADLEY PMC VOTING
Agenda Item No.
YES NO ABS YES NO ABS YES NO ABS
CITY OF SEWARD 01% |
MATANUSKA ELEC ASSOC 14% |
CHUGACH ELEC ASSOC 30% |
HOMER ELEC ASSOC 12% |
GOLDEN VAL ELEC ASSOC 17% [. |
MUNI LIGHT & POWER 26% | Co |
ALASKA ENERGY AUTHORITY
A=4+ OVER 51% B= AEA CONCUR With A C = UNANIMOUS D= MAJORITY
VOTING METHOD A: 3) Establishment of FY estimated annual 11) Determination of rules, procedures and
payment obligation and schedule of each accounts necessary to manage project when
Requiring four yeas with 51% of utilities, with no purchaser. no bonds outstanding.
AEA vote:
4) Determination of annual project costs after 12) Evaluation and approval of optional project
1) Procedures for scheduling, production and each FY. work and compensation for such work.
dispatch of project power.
5) Evaluation of necessity for and scheduling of 13) Application of insurance claims proceeds not
2) Establishment of procedures for use of each required project work. governed by bond resolution.
purchaser's water allocation (AEA assent
required for license requirements). 6) Determination of appropriate amount of 14) Approval of procedures and any individual
insurance. utility agreements relating to electric power
3) Selection among alternative methods that do
not involve AEA for funding required project
work.
VOTING METHOD B:
Requiring 4 yeas with 51% of utilities and AEA
concurrence:
1) Arranging operation and maintenance of
project.
2) Adoption of budget of annual project costs.
VOTE(93Q3/BC5272)
reserves for project.
7) Adoption of additional minimum funding
amounts for renewal and contingency reserve 15) Approval of consultants.
fund above that required by bond resolution.
VOTING METHOD C:
8) Selection among alternate methods that
involve AEA for funding required project Unanimous vote by all (including AEA)
work.
VOTING METHOD D:
9) Adoption or amendment of procedural
committee rules (except dispute resolution). Majority vote (including AEA)
10) Adoption of project maintenance schedules. Election of Officers
ALASKA INDUSTRIAL DEVELOPMENT
AND EXPORT AUTHORITY /= ALASKA
iE ENERGY AUTHORITY
480 WEST TUDOR ANCHORAGE, ALASKA 99503 907 / 269-3000 FAX 907 / 269-3044
MEMORANDUM
TO: Bradley Lake Project Management Committee
FROM: Dennis V. McCrohan (4) W |
Deputy Director — Project Development and Operations
DATE: December 8, 1998
SUBJECT: Delegation of Authority
Valorie F. Walker is hereby delegated to act as Alaska Energy Authority's voting member for the
December 9, 1998, Bradley Lake Project Management Committee meeting.
ce: Valorie F. Walker, Deputy Director — Finance
File
A ALASKA INDUSTRIAL DEVELOPMENT
AND EXPORT AUTHORITY /= ALASKA
mm =ENERGY AUTHORITY
480 WEST TUDOR ANCHORAGE, ALASKA 99503 907 / 269-3000 FAX 907 / 269-3044
MEMORANDUM
TO: Bradley Lake Project Management Committee
FROM: Dennis V. MeCrohan 4) |
Deputy Director — Project Development and Operations
DATE: December 8, 1998
SUBJECT: Delegation of Authority
Valorie F. Walker is hereby delegated to act as Alaska Energy Authority’s voting member for the
December 9, 1998, Bradley Lake Project Management Committee meeting.
cc: Valorie F. Walker, Deputy Director — Finance
File
P 9 : Suite 1800
222 S.W. Columbia ED ue
ATE RWYNNE LLP Portland, OR 97201-6618
ATTORNEYS AT LAW 503-226-1191
Fax 503-226-0079
o)ECEIVE VIA FEDERAL EXPRESS
MEMORANDUM DEC - 8 1998
: ica Alaska Industrial Development To Railbelt Utilities Group Managers and Attorneys and Export Authority
FROM: Ron Saxton
DATE: December 4, 1998
RE: BPMC Consenting and Approving Resolution Regarding the Foward Delivery
Bond Purchase Agreement (Fifth Series)
Attached is a copy of the Resolution (including a copy of the last draft of the
Forward Delivery Bond Purchase Agreement) which will be reviewed and considered at the
BPMC meeting on December 9. Also enclosed for your review is a copy of Y2K language
which we propose to include in the Official Statement for the Bonds. Joe Griffith and | will
provide an update regarding the status of the proposed refunding and anticipated benefits
during the teleconference meeting.
Attachment
David Calvert, Seward
Wayne Carmony, MEA
Gene Bjornstad, CEA
Norman L. Story, HEA
Michael P. Kelly, GVEA
Meera Kohler, ML&P
Robert Hufman, AEG&T
Don Edwards, CEA
Rick Baldwin, HEA
Steve Ellis, MEA
Nancy Neraas, ML&P
ce: (w/attachment - via federal express)
Joe Griffith, Chugach Electric Association, Inc.
Jim Seagraves, Seagraves & Hein Capital Advisors, LLC
- 1 - LGH\1228igh.mem
PORTLAND
SEATTLE
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CONSENTING AND APPROVING RESOLUTION OF
BRADLEY LAKE HYDROELECTRIC PROJECT
PROJECT MANAGEMENT COMMITTEE
WHEREAS, pursuant to Section 13 of that certain Bradley Lake
Hydroelectric Project Agreement for the Sale and Purchase of Electric Power
(the "Power Sales Agreement") dated as of December 8, 1987, by and
among the Chugach Electric Association, Inc., Golden Valley Electric
Association, Inc., the Municipality of Anchorage d/b/a Municipal Light and
Power, the City of Seward d/b/a Seward Electric System, and Alaska Electric
Generation & Transmission Cooperative, Inc., and as Additional Parties
Homer Electric Association, Inc. and Matanuska Electric Association, Inc. (as
used herein collectively, the "Power Purchasers"), and the Alaska Energy
Authority (the "Authority"), a Project Management Committee (the
"Committee") has been duly formed in connection with the Bradley Lake
Hydroelectric Project (the "Project") of the Authority for the purposes and
with the responsibilities specified by the Power Sales Agreement; and
WHEREAS, the Project has been financed with proceeds of the
Authority’s $105,001,142 principal amount Power Revenue Bonds, First
Series (Bradley Lake Hydroelectric Project) (the "First Series Bonds"), and
$60,259,015.10principal amount Power Revenue Bonds, Second Series
(Bradley Lake Hydroelectric Project) (the "Second Series Bonds"); and
WHEREAS, the Authority and Goldman, Sachs & Co., with the consent
of the Power Purchasers, entered into the Forward Delivery Bond Purchase
Agreement dated December 12, 1997 under which the Authority has agreed
to sell to Goldman, Sachs & Co. the (Bradley Lake Hydroelectric Project)
Third and Fourth Series Bonds for the purpose of refunding a portion of the
First Series and Second Series Bonds; and
WHEREAS, the Authority and the Power Purchasers have reviewed a
proposal prepared by Prudential Securities and Goldman, Sachs & Co. (the
"Underwriters") to proceed with a similar Forward Bond Purchase Agreement
Page 1 - CONSENTING RESOLUTION LGH\BP2A.Res
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for the sale of an additional series of Bonds ("Fifth Series") to refund the
outstanding principal amount of the First Series that wil! not be refunded by
the Third and Fourth Series Bonds; and
WHEREAS, the Committee has determined on behalf of the Power
Purchasers and Authority that it is in the best interests of the Authority and
Power Purchasers and their respective customers and ratepayers that the
concept of the proposed Forward Delivery Bond Purchase Agreement for the
Fifth Series is valid and that the Authority and the Power Purchasers should
proceed with finalizing the necessary documents, similar to those supporting
the Forward Delivery Bond Purchase Agreement for the Third and Fourth
Series, which will enable the Authority to enter into the Forward Delivery
Bond Purchase Agreement for the Fifth Series, and
WHEREAS, the Committee requests that the Authority and the Railbelt
Utilities Group representatives, in consultation with the Power Purchasers,
proceed to finalize the proposed Forward Delivery Bond Purchase Agreement
for the Fifth Series and other required documents that will allow the
Authority to enter into such Agreement and proceed with the sale of the
Fifth Series;
NOW, THEREFORE, IT IS RESOLVED BY THE COMMITTEE ON BEHALF
OF THE POWER PURCHASERS as follows:
ae Consent to Proceed and Approval. This section constitutes the
consent of the Committee for the Authority and the Railbelt Utilities Group
representatives to proceed with the completion of the necessary documents
in support of the Forward Delivery Bond Purchase Agreement for the Fifth
Series and the approval of the Committee of the Forward Delivery Bond
Purchase Agreement substantially in the form attached hereto. The
Committee and its representatives shall continue with the timely review and
completion of the remaining documents on the schedule approved by the
Committee.
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2. Supporting Resolution. Once the Forward Delivery Bond
Purchase Agreement and the supporting documents (Financing "Documents")
are in final form that is satisfactory to the Committee, the Committee will
meet and consider the attached resolution approving the Financing
Documents, compensation and other matters related to the proposed actions
to be taken by the Authority.
ADOPTED this day of December, 1998.
Attachments
Page 3 - CONSENTING RESOLUTION LGH\BP2A.Res
Larry Hittle - #881209 FDA‘doc Page 1 |
$ : % Alaska Energy Authority
i Power Revenue Refunding Bonds, Fifth Series
i (Bradley Lake Hydroelectric Project)
Due July 1, 2021
Forward Delivery Bond Purchase Agreement
January __, 1999
Alaska Energy Authority
480 West Tudor Road
Anchorage, Alaska 99503
Dear Sirs:
The undersigned Prudential Securities Incorporated and Goldman, Sachs & Co.
and the other underwriters, if any, listed in Schedule I attached hereto (collectively, the
“Underwriters”) for whom Prudential Securities Incorporated is acting as the representative
(the “Representative”) offer to enter into this Forward Delivery Bond Purchase Agreement (the
“Forward Delivery Agreement”) with the Alaska Energy Authority (the “Authority”) which,
upon the Authority’s acceptance of this offer, will be binding upon the Authority and the
Underwriters. Upon the Authority’s acceptance of this offer, the Power Purchasers (defined
below), though not parties to this Forward Delivery Agreement, shall, pursuant to the Power
Sales Agreement and the Project Management Committee Approval (as such terms are defined
below), be bound by the payment obligations incurred hereunder by the Authority and shall be
obligated to perform other obligations arising hereunder pursuant to the Agreement to Support
Forward Refunding (defined below). This offer is made subject to the Authority’s written
acceptance hereof on or before 5:00 p.m., Alaska time, on January __, 1999.
1. Background and Definitions. (a) The Authority presently has
outstanding its Power Revenue Bonds, First Series (Bradley Lake Hydroelectric Project)
maturing on July 1, 2021 in the outstanding principal amount of $29,010,000 (the “Prior
Bonds”). The Prior Bonds are subject to redemption on July 1, 1999, at a redemption price of
par.
(b) —_In addition to the terms defined elsewhere in this Forward Delivery
Agreement, the following terms as used in this Forward Delivery Agreement shall have the
indicated meanings:
“Agreement to Support Forward Refunding” shall mean that certain Agreement
to Support Forward Refunding dated , 1998, by and among the Authority,
a
[Lamy Hittie - #887209 FDAd oc Sa eae “Page 2]
r 4
the Power Purchasers and the City of Seward d/b/a Seward Electric System.
“Bond Counsel” shall mean the law firm of Wohlforth, Argetsinger, Johnson [*]
& Brecht, or any nationally recognized bond counsel appointed by the Authority.
“Bond Insurance Commitment” shall mean the “Commitment for Municipal
Bond Insurance” issued to the Authority by the Bond Insurer pursuant to which the Bond
Insurer has agreed, upon the terms and conditions set forth in such Forward Commitment, to
issue the Bond Insurance Policy on the date of the Settlement.
“Bond Insurance Policy” shall mean a municipal bond insurance policy insuring
the principal of and interest on the Fifth Series Bonds when due, in substantially the form to be
attached as Appendix to the Official Statement.
“Bond Insurer” shall mean
“Bond Resolution” shall mean the General Resolution, together with the Fourth
Supplemental Resolution (Resolution No. ) of the Authority adopted on December
16, 1998, authorizing the issuance of the Fifth Series Bonds, the refunding of the Prior Bonds
and related matters.
“Change in Law” shall mean (i) any change in or addition to applicable federal
or state law, whether statutory or as interpreted by the courts, including any changes in or new
rules, regulations or other pronouncements or interpretations by federal or state agencies, (ii)
any legislation enacted by the Congress of the United States or introduced therein or
recommended for passage by the President of the United States (if such enacted, introduced or
recommended legislation has a proposed effective date which is on or before the date of the
Settlement), (iii) any law, rule or regulation proposed or enacted by any governmental body,
department or agency (if such proposed or enacted law, rule or regulation has a proposed
effective date which is on or before the date of the Settlement) or (iv) any judgment, ruling or
order issued by any court or administrative body, which in any such case, would, as to any
Underwriter, prohibit (or have the retroactive effect of prohibiting, if enacted, adopted, passed
or finalized) such Underwriter from purchasing the Fifth Series Bonds as provided herein or
selling the Fifth Series Bonds or beneficial ownership interests therein to the public or, as to
the Authority, would make the issuance, sale or delivery of the Fifth Series Bonds illegal (or
have the retroactive effect of making such issuance, sale or delivery illegal, if enacted,
adopted, passed or finalized) or, as to one or more Power Purchasers, would make the
fulfillment of their obligations under the Power Sales Agreement illegal (or have the retroactive
effect of making such fulfillment illegal, if enacted, adopted, passed or finalized) to such an
extent that the Authority would be precluded from obtaining, pursuant to all applicable
provisions of the Power Sales Agreement, Revenues sufficient to pay Annual Project Costs;
provided, however, that such change in or addition to law, legislation, rule or regulation or
judgment, ruling or order shall have become effective, been enacted, introduced or
recommended, been proposed or been issued, as the case may be, subsequent to the date of this
Forward Delivery Agreement.
“Closing” shall mean all of the actions described in Section 8 of this Forward
Delivery Agreement.
Larry Hittle - #881209 FDA.doc Page 3]
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2
“Continuing Disclosure Undertaking” means the undertaking of the Authority,
attached as Appendix to the Official Statement, to furnish certain annual financial
information and notice of the occurrence of certain events, if material.
“Depository” or “DTC” means The Depository Trust Company, New York,
New York, or any successor thereto, which maintains a book-entry-only system for the Fifth
Series Bonds.
“Escrow Agreement” shall mean that certain Escrow Agreement to be dated as
of the date of the Closing between the Trustee and the Authority relating to the application of
the proceeds of the Fifth Series Bonds to refund the Prior Bonds.
“Exchange Act” shall mean the Securities Exchange Act of 1934, as the same
shall from time to time be supplemented or amended.
“Fifth Series Bonds” shall mean the Authority’s Power Revenue Refunding
Bonds, Fifth Series (Bradley Lake Hydroelectric Project), authorized by the Bond Resolution
to be issued to refund the Prior Bonds.
“General Resolution” shall mean the Power Revenue Bond Resolution of the
Authority adopted on September 7, 1989.
“Power Purchaser” shall mean each Purchaser and Additional Party under (and
as defined by) the Power Sales Agreement; provided, however, that for the purposes of SEC
Rule 15c2-12 and the Continuing Disclosure Undertaking the term Power Purchaser shall not
include any such Purchaser or Additional Party whose Percentage Share under (and as defined
by) the Power Sales Agreement is less 10%.
“Power Sales Agreement” shall mean the Bradley Lake Hydroelectric Project
Agreement for the Sale and Purchase of Electric Power dated as of December 8, 1987, by and
among the Authority as Seller; the Chugach Electric Association, Inc., the Golden Valley
Electric Association, Inc., the Municipality of Anchorage [*] d/b/a Municipal Light and
Power, the City of Seward [*] d/b/a Seward Electric System, and the Alaska Electric
Generation & Transmission Cooperative, Inc., as Purchasers; and the Homer Electric
Association, Inc., and the Matanuska Electric Association, Inc., as Additional Parties.
“Prior Bonds” means $29,010,000 outstanding principal amount of Power
Revenue Bonds, First Series (Bradley Lake Hydroelectric Project) maturing July 1, 2021.
“Project” shall have the meaning assigned to such term in the Bond Resolution.
“Project Management Committee” shall mean the Bradley Lake Hydroelectric
Project Project Management Committee established under Section 13 of the Power Sales
Agreement.
“Project Management Committee Approval” shall mean that certain Approving
Resolution adopted by the Project Management Committee on >
Larry Hittle - #887209 FDA-doc
“Railbelt Utilities Group” or “RUG” shall mean that group formed to further
the common interests of the Power Purchasers and the City of Seward d/b/a Seward Electric
System under the Power Sales Agreement, whose members consist of the Power Purchasers
and the City of Seward dfb/a Seward Electric System, and that acts only upon the duly
authorized consent of all its members.
“Revenues” shall have the meaning assigned to such term in the Bond
Resolution.
“Rule 15c2-12" shall mean Rule 15c2-12 promulgated by the SEC pursuant to
the Exchange Act, as said rule shall from time to time be supplemented or amended, together
with all interpretive guidance or other interpretation or explanations thereof that are
promulgated by the SEC, except to the extent such interpretive guidance, interpretations or
explanations have no binding legal effect and are generally regarded by the municipal securities
industry as not being legally correct.
“SEC” shall mean the United States Securities and Exchange Commission.
“Settlement” shall mean the accomplishment of all of the transactions described
in Section 9 of this Forward Delivery Agreement in respect of the delivery by the Authority of
and the payment by the Underwriters for the Fifth Series Bonds.
“Settlement Date” shall mean the Fifth Series Settlement Date specified in
Section 9(a) for Settlement.
“Special Counsel to RUG” shall mean the law firm of Ater Wynne, LLP, or any
successor counsel to RUG appointed by RUG.
“Underwriters’ Counsel” shall mean the law firm of Katten Muchin & Zavis, or
any successor counsel to the Underwriters appointed by the Representative.
(c) Capitalized terms not otherwise defined herein shall have the respective
meanings ascribed thereto in the hereinafter defined Official Statement.
2. The Fifth Series Bonds. (a) On or prior to the date hereof, the Project
Management Committee on behalf of the Power Purchasers has, pursuant to the Project
Management Committee Approval, approved the terms of this Forward Delivery Agreement,
the proposed sale, issuance and delivery of the Fifth Series Bonds, and the Continuing
Disclosure Undertaking, and the Authority has adopted the Bond Resolution which authorizes
the issuance and specifies certain terms, provisions and details of the Fifth Series Bonds and
approves and authorizes related actions by the Authority.
(b) Pursuant to the Bond Resolution, the Fifth Series Bonds will be general
obligations of the Authority secured by and payable from a pledge of the Revenues derived by
the Authority from the operation of the Project on a parity with the outstanding Bradley Lake
Power Revenue Bonds. The Fifth Series Bonds shall be dated as of their Settlement Date, or
Carry Hittie - #887209 FDA doc
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(itn a een tn te NE AR
Statement, or such greater quantity as the Representative shall reasonably require. As used
herein, the term “Official Statement” shall mean (i) at any point in time during the period from
the date of the Official Statement mentioned in subsection (a) of this Section 5 to but not
including the date of delivery of the Updated Official Statement to the Underwriters pursuant
to this subsection (c), the Official Statement mentioned in subsection (a) of this Section 5 and
(ii) from and after the date of such delivery of the Updated Official Statement, the Updated
Official Statement. References herein as of a specific date to the Official Statement shall mean
the Official Statement applicable on such date in accordance with the preceding sentence.
(d) Each party hereto agrees that it will notify the other parties hereto and
the Power Purchasers if, within the period from the date of Closing to and including the date
which is 25 days following the End of the Underwriting Period (as hereinafter defined), such
party discovers any pre-existing or subsequent fact or becomes aware of the occurrence of any
event, in any such case which might cause the Official Statement (as the same may have been
theretofore supplemented or amended) to contain any untrue statement of a material fact or to
omit to state a material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading. If, in the written opinion of
Underwriters’ Counsel, the preparation and publication of a supplement or amendment to the
Official Statement is, as a result of such fact or event (or any other event which becomes
known to the Authority or the Underwriters during such period), necessary so that the Official
Statement does not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements therein, in the light of the circumstances under which
they were made, not misleading, the Authority will, at its expense, supplement or amend the
Official Statement in such a manner so that the Official Statement, as so supplemented or
amended, does not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements therein, in the light of the circumstances under which
they were made, not misleading, and furnish copies of such supplement or amendment to the
Underwriters in such numbers as the Representative may reasonably request. The Authority
and the Underwriters agree that they will cooperate in the preparation of any such amendment
or supplement.
(e) For purposes of this Forward Delivery Agreement, the “End of the
Underwriting Period” shall mean the Settlement Date, or, if the Authority has been notified in
writing by the Representative, on or prior to the Settlement Date, that the “end of the
underwriting period” within the meaning of Rule 15c2-12 will not occur on the Settlement
Date, such later date on which the “end of the underwriting period” within such meaning has
occurred. In the event that the Authority has been given notice pursuant to the preceding
sentence that the “end of the underwriting period” will not occur on the Settlement Date, the
Representative agrees to notify the Authority in writing of the date it does occur as soon as
practicable following the “end of the underwriting period” for all purposes of Rule 15c2-12;
provided, however, that if the Representative has not otherwise so notified the Authority of the
“end of the underwriting period” by the Settlement Date, then the “end of the underwriting
period” shall be deemed to occur on the Settlement Date unless otherwise agreed to by the
Authority.
(f) At any time from the date of the Closing to the End of the Underwriting
Period, the Representative may from time to time request, and, if such request is made, the
anne
Cary Hittie "#881200 EDA doc 7 Page 8
—t
Authority shall deliver or cause to be delivered to the Representative as soon as reasonably
practicable thereafter, a certificate of the Authority signed by its Executive Director and/or a
certificate of the Power Purchasers in the form set forth as Exhibit A-1 or A-2 hereto, as
applicable, dated a date (and speaking as of such date) not earlier than the date of such request.
(g) | In connection with any amendments or supplements to the Official
Statement that are made pursuant to Section 5(d) hereof, the Representative may request such
additional certificates and opinions of counsel as the Representative shall reasonably deem
necessary to evidence the accuracy or completeness of such amendment or supplement.
6. Certain Covenants and Agreements of the Authority. (a) The
Authority hereby authorizes and consents to the use by the Underwriters of the Bond
Resolution, the Continuing Disclosure Undertaking, the Preliminary Official Statement, the
Official Statement, the Updated Official Statement (including all supplements or amendments
to any thereof), the Power Sales Agreement and the Escrow Agreement, and the information
therein contained, in connection with the offering and sale of the Fifth Series Bonds (at the
time and in the manner contemplated by this Forward Delivery Agreement).
(b) Between the date of this Forward Delivery Agreement and the Settlement
Date, the Authority will not (i) offer or issue any bonds, notes or other obligations for
borrowed money, or incur any material liabilities, direct or contingent, in either case, which
would materially adversely affect the rights of the Underwriters hereunder or the security for
the Fifth Series Bonds, or (ii) take any other action that would prevent the issuance and
delivery of any of the Fifth Series Bonds on the Settlement Date.
(c) The Authority will furnish such information, execute and deliver such
instruments and take such other action in cooperation with the Underwriters as the
Representative may reasonably request in order (i) to qualify the Fifth Series Bonds for offer
and sale under the Blue Sky or other securities laws and regulations of such states and other
jurisdictions of the United States as the Representative may designate and (ii) to determine the
eligibility of the Fifth Series Bonds for investment under the laws of such states and other
jurisdictions, and will use its best efforts to continue such qualifications in effect so long as
required for the distribution of the Fifth Series Bonds; provided, however, that the Authority
shall not be required to execute a general consent to service of process or qualify to do
business in connection with any such qualification or determination in any jurisdiction.
7. Representations, Warranties and Agreements. The Authority hereby
represents and warrants or agrees (as appropriate) as follows:
(a) The Authority is a public corporation of the State of Alaska (the “State”)
duly created, organized and existing pursuant to AS 44.83 (the “Act”) and has or had (with
respect to those actions taken before the date hereof) full legal right, power and authority: (i)
to enter into this Forward Delivery Agreement, the Escrow Agreement, the Power Sales
Agreement and the Continuing Disclosure Undertaking; (ii) to adopt the Bond Resolution; (iii)
to own and operate the Project pursuant to the license granted to the Authority by the Federal
Energy Regulatory Commission; (iv) to collect and pledge the Revenues of the Project to
secure the payment of the Fifth Series Bonds pursuant to the Bond Resolution; (v) to sell, issue
FLarry Fittle ~ #881209 FDA.doc
ae
and deliver the Fifth Series Bonds to the Underwriters as provided herein; and (vi) to carry out
and consummate the transactions contemplated by this Forward Delivery Agreement, the Bond
Resolution, the Continuing Disclosure Undertaking, the Escrow Agreement, the Official
Statement and the Power Sales Agreement; and the Authority will at the Settlement be in
compliance in all respects, with the its obligations in connection with the issuance of the Fifth
Series Bonds contained in the Bond Resolution, the Fifth Series Bonds, this Forward Delivery
Agreement, the Continuing Disclosure Undertaking, the Escrow Agreement and the Power
Seles Agreement;
(b) By all necessary official action, the Authority has duly adopted the Bond
Resolution, has duly approved the form of the Official Statement and the delivery thereof to the
Underwriters at the time and in conformity with the requirements of this Forward Delivery
Agreement, has duly authorized and approved the Official Statement and the furnishing of the
Updated Official Statement as required herein and the delivery thereof to the Underwriters, has
duly authorized and approved the execution and delivery of the Continuing Disclosure
Undertaking, has duly authorized and approved the execution and delivery of, and the
performance by the Authority of the obligations in connection with the issuance of the Fifth
Series Bonds on its part contained in, the Fifth Series Bonds, the Bond Resolution, this
Forward Delivery Agreement, the Continuing Disclosure Undertaking, the Escrow Agreement
and the Power Sales Agreement and the consummation by it of all other transactions
contemplated by this Forward Delivery Agreement and the Power Sales Agreement in
connection with the issuance of the Fifth Series Bonds; the Bond Resolution, the Continuing
Disclosure Undertaking, the Escrow Agreement (upon its execution and delivery), this
Forward Delivery Agreement and the Power Sales Agreement constitute the legal, valid and
binding obligations of the Authority, enforceable in accordance with their respective terms,
subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights
generally and subject, as to enforceability, to general principles of equity (regardless of
whether enforcement is sought in a proceeding in equity or at law); the Fifth Series Bonds, if
and when issued, authenticated and delivered to the Underwriters in accordance with the Bond
Resolution and this Forward Delivery Agreement, will constitute legal, valid and binding
obligations of the Authority, enforceable in according with their terms, subject to applicable
bankruptcy, insolvency and similar laws affecting creditors’ rights generally and subject, as to
enforceability, to general principles of equity (regardless of whether enforcement is sought in a
proceeding in equity or at law);
(c) | The Authority has never been in default with respect to the payment of
any obligations issued by the Authority and is not in material breach of or default under the
Federal Energy Regulatory Commission license to operate the Project, any applicable
constitutional provision, law or administrative regulation of the State or the United States or
any applicable judgment or decree or any loan agreement, indenture, bond, note, ordinance,
resolution, agreement or other instrument to which the Authority is a party or to which the
Authority or any of its property or assets is otherwise subject, the effect or result of which
breach or default could have a material adverse effect on the operations or financial position of
the Project or the Authority taken as a whole, and no event has occurred and is continuing
which with the passage of time or the giving of notice, or both, would constitute a material
default or event of default under any such instrument with such effect or result; and the
execution and delivery of the Fifth Series Bonds, this Forward Delivery Agreement, the
Larry Hittle - #881209 FDA.doc _ Page 10 ]
4
Escrow Agreement and the Power Sales Agreement and the adoption of the Bond Resolution
and the Continuing Disclosure Undertaking and compliance with the provisions on the
Authority’s part contained therein, will not conflict with or constitute a breach of or default
under any constitutional provision, law, administrative regulation, judgment, decree, loan
agreement, indenture, bond, note, ordinance, resolution, agreement or other instrument to
which the Authority is a party or to which the Authority or any of its property or assets is
otherwise subject, nor will any such execution, delivery, adoption or compliance result in the
creation or imposition of any lien, charge or other security interest or encumbrance of any
nature whatsoever upon any of the property or assets of the Authority or under the terms of
any such law, regulation or instrument, except as provided by the Fifth Series Bonds, the Bond
Resolution and this Forward Delivery Agreement;
(d) All authorization, approvals, licenses, permits, consents and orders of
any governmental authority, legislative body, board, agency or commission having jurisdiction
of the matter which are required for the due authorization of, which would constitute a
condition precedent to or the absence of which would materially adversely affect the due
performance by the Authority of its obligations in connection with the issuance, sale and
delivery of the Fifth Series Bonds under this Forward Delivery Agreement and the Bond
Resolution have been duly obtained, except for such approvals, consents and orders as may be
required under the Blue Sky or securities laws of any state in connection with the offering and
sale of the Fifth Series Bonds; and, except as described in or contemplated by the Official
Statement, all authorizations, approvals, licenses, permits, consents and orders of any
governmental authority, board, agency or commission having jurisdiction in the matter which
are required for the due authorization of, which would constitute a condition precedent to or
the absence of which would materially adversely affect the due performance by the Authority
of its respective obligations under this Forward Delivery Agreement, the Continuing
Disclosure Undertaking, the Escrow Agreement and the Power Sales Agreement have been
duly obtained;
(e) The Fifth Series Bonds, if and when issued, will conform to the
description of the terms and provisions thereof set forth on Schedule I to this Forward Delivery
Agreement and to the description thereof to be contained in the Official Statement under the
caption “Description of the Fifth Series Bonds”; the summaries of the terms and provisions of
the Bond Resolution to be contained in the Official Statement under the caption “Security and
Sources of Payment for the Fifth Series Bonds” and in Appendix A to the Official Statement
will in all material respects conform to the form of the Bond Resolution; the summaries of the
Act and the Power Sales Agreement to be contained, in Appendix A to the Official Statement
will in all material respects conform to the forms thereof, and the Continuing Disclosure
Undertaking will be in the form attached to the Official Statement as Appendix C and will in
all material respects conform to the description thereof contained in the Official Statement
under the caption “Introduction,” “Commitment to Provide Continuing Information;”
(f) The general purpose financial statements of the Authority and the other
financial information with respect to the Authority contained in the Official Statement,
including the financial information with respect to the Project, fairly presents the financial
condition and results of operations of the Authority as of the dates and for the periods shown
therein in accordance with generally accepted accounting principles applicable to governmental
Larry Hittle - #881209 FDA.doc ~~ Page 17]
1
4
entities, and there has been no material adverse change in the financial positions and results of
operations of the Authority since the date of such financial statements;
(g) The Fifth Series Bonds, if and when issued, authenticated and delivered
in accordance with the Bond Resolution and as provided herein, will be validly issued and
outstanding general obligations of the Authority, entitled to the benefits of the Bond
Resolution, and upon such issuance, authentication and delivery the Bond Resciution will
provide, for the benefit of the holders from time to time of the Fifth Series Bonds, a iegally
valid and binding pledge of and lien on the Revenues and the funds and accounts pledged under
the Bond Resolution, including the Capital Reserve Fund, on a parity with any outstanding
Power Revenue Bonds subject only to the provisions of the General Resolution permitting the
application thereof on the terms and conditions set forth in the General Resolution;
(h) As of the date hereof, to the actual knowledge of the Authority after due
inquiry, there is no action, suit, proceeding, inquiry or investigation, at law, or in equity,
before or by any court, government agency, public board or body, pending or, to the actual
knowledge of the Authority after due inquiry, threatened against the Authority, affecting the
corporate existence of the Authority or the titles of its officers to their respective offices, or
affecting or seeking to prohibit, restrain or enjoin the issuance or delivery of the Fifth Series
Bonds or the collection of the Revenues pledged or to be pledged to pay the principal of and
interest on the Fifth Series Bonds, or the pledge of and lien on the Revenues, funds and
accounts pursuant to the Bond Resolution, or contesting or affecting as to the Authority the
validity or enforceability of the Fifth Series Bonds, the Bond Resolution, this Forward
Delivery Agreement, the Power Sales Agreement or the Escrow Agreement, or contesting the
tax-exempt status of interest on Fifth Series Bonds or the Prior Bonds, or contesting the
completeness or accuracy of the Official Statement or any supplement or amendment thereto,
or contesting the powers of the Authority or any authority for the issuance of the Fifth Series
Bonds, the adoption of the Bond Resolution or the Continuing Disclosure Undertaking, or the
execution and delivery by the Authority of this Forward Delivery Agreement, the Escrow
Agreement or the Power Sales Agreement, nor, to the best knowledge of the Authority is there
any basis for any such action, suit, proceeding, inquiry or investigation, wherein an
unfavorable decision, ruling or finding would materially adversely affect the financial
condition or operations of the Authority or the validity or enforceability or the authorization,
execution, delivery or performance by the Authority of the Fifth Series Bonds, the Bond
Resolution, the Continuing Disclosure Undertaking, the Power Sales Agreement, this Forward
Delivery Agreement or the Escrow Agreement;
(i) At the time of the delivery thereof to the Underwriters, the Official
Statement will not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements therein, in the light of the circumstances under which
they were made, not misleading (except that the Authority shall not be required to make any
representation or warranty with respect to statements under the captions “Bond Insurance,”
“The Power Purchasers,” “State and Federal Initiatives Regarding Competition in the Electric
Utility Industry,” or “Book Entry System”); and the Official Statement, as the same may be
supplemented or amended to the date of the Updated Official Statement pursuant to the
provisions of this Forward Delivery Agreement, and the Updated Official Statement, as of its
date and as the same may be supplemented or amended pursuant to the provisions of this
Larry Hittle - #881209 FDA.doc eT
Forward Delivery Agreement, will not, in either case except for brief periods between changes
in any relevant circumstances and the timely amendment or supplement of the Official
Statement or Updated Official Statement (as the case may be) to reflect such change, contain
any untrue statement of a material fact or omit to state a material fact necessary to make the
statements therein, in the light of the circumstances under which they were made, not
misleading (except that the Authority shall not be required to make any representation or
warranty with respect to statements under the captions “Bond Insurance,” “The Power
Purchasers,” “State and Federal Initiatives Regarding Competition in the Electric Utility
Industry” or “Book Entry System”);
09) If the Official Statement (to the date of the Updated Official Statement)
or the Updated Official Statement is supplemented or amended pursuant to the provisions of
this Forward Delivery Agreement, at the time of each supplement or amendment thereto and
(unless subsequently again supplemented or amended pursuant to the provisions of this
Forward Delivery Agreement) at all times subsequent thereto up to the date of the Updated
Official Statement (in the case of the Official Statement) or the Settlement Date (in the case of
the Updated Official Statement), the Official Statement or the Updated Official Statement (as
the case may be) as so supplemented or amended will not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements therein, in the
light of the circumstances under which they were made, not misleading (except that the
Authority shall not be required to make any representation or warranty with respect to
statements under the captions “Bond Insurance,” “The Power Purchasers,” “State and Federal
Initiatives Regarding Competition in the Electric Utility Industry” or “Book Entry System”);
(k) The Authority is not presently contemplating taking any action which, to
its knowledge, would result in a material adverse change in the market price or marketability
of the Fifth Series Bonds; and
() The Authority is not in material breach of or material default under the
Power Sales Agreement or the General Resolution or any resolution supplemental thereto and
no event has occurred and is continuing which, with the passage of time, the giving of notice
or both, would constitute a default or any event of default by the Authority under the Power
Sales Agreement or the General Resolution or any resolution supplemental thereto; and, to the
best of the Authority’s knowledge, no material default or event of default has occurred, and no
event has occurred and is continuing which, with the passage of time, the giving of notice or
both, would constitute a material default or an event of default under the Power Sales
Agreement by any of the other parties thereto.
8. Closing. At 9:00 a.m., , time, on
, 1999, or such other date and time as shall have been mutually agreed upon
by the Authority and the Representative, but in any event not later than
1999, the certificates, opinions and other documents required by Section 11 below shall oa
executed and delivered. The Closing shall take place at the offices of in
4 , or at such other location as shall be mutually agreed
upon by the Authority, the Power Purchasers and the Representative. Assuming the Closing is
completed in accordance with the provisions of this Forward Delivery Agreement then, subject
to the provisions of this Forward Delivery Agreement, the Underwriters shall be obligated to
Larry Hittle #881209 FDA doc EE
cee acer morn tennant et
purchase the Fifth Series Bonds and pay the Purchase Price therefor (and the Authority shall be
obligated to issue and deliver such Fifth Series Bonds) at the Settlement.
9. Settlement. (a) At or before 8:00 a.m., Anchorage, Alaska time, on
Tuesday, April 13, 1999, or at such later date, but not later than Friday, April 16, 1999, as
may be mutually agreed upon by the Authority and the Representative (the “Settlement Date”),
(i) the Authority will, subject to the terms and conditions hereof, deliver the Fifth Series Bonds
to DTC on behalf of the Underwriters, registered in the name of Cede & Co., duly executed
and authenticated, and deliver or cause to be delivered to the Representative the other
documents required by Section 13 hereof, (ii) the Underwriters will, subject to the terms and
conditions hereof, accept such delivery and pay or cause to be paid the Purchase Price as set
forth in Section 4(b) hereof by wire transfer in immediately available funds to the Authority;
and (iii) the Authority will pay to the Underwriters the Underwriters’ Compensation by wire
transfer in immediately available funds to such account. as shall be designated by the
Representative. Delivery and payment as aforesaid shall be made at the offices of Bond
Counsel, or such other place as shall have been mutually agreed upon by the Authority and the
Representative.
(b) The Authority will have no obligation to issue, sell and deliver the Fifth
Series Bonds, and the Underwriters will have no obligation to purchase the Fifth Series Bonds
if, because of a Change in Law, such issuance, sale and delivery would be illegal as to the
Authority. In such event, the Authority will have no liability whatsoever for its failure to
issue, sell and deliver the Fifth Series Bonds and the Underwriters will have no liability for its
failure to purchase the Fifth Series Bonds.
10. Certain Conditions to Underwriters’ Obligations at Closing and
Settlement. The Underwriters have entered into this Forward Delivery Agreement in reliance
upon the representations and warranties of the Authority contained herein, and in reliance upon
the representations and warranties to be contained in the documents and instruments to be
delivered at the Closing and the Settlement, and upon the performance by the Authority of its
obligations hereunder, both as of the date hereof and as of the date of the Closing and as of the
Settlement Date. Accordingly, the Underwriters’ obligations under this Forward Delivery
Agreement to purchase, to accept delivery of and to pay for the Fifth Series Bonds shall be
conditioned upon the [*] performance by the Authority of its obligations to be performed
hereunder and the delivery of the documents and instruments required to be delivered hereby at
or prior to the Closing and the Settlement, and shall also be subject to the following additional
conditions:
(a) Between the date hereof and the time of the Closing, there shall have
been no material adverse change in the financial position, results of operations or condition,
financial or otherwise, of the Authority in relation to the Project or the Power Sales
Agreement.
(b) At the time of the Closing, the Official Statement does not in the
judgment of the Representative differ from the Preliminary Official Statement in any way that
would materially and adversely affect the marketability of the Fifth Series Bonds;
‘Page 13
Carry Hittie = #881209 FDA doc Page 14
(c) The representations and warranties of the Authority contained herein
shall be true, complete and correct in all material respects on the date hereof, at the date of the
Closing and at the Settlement Date;
(d) Both at the time of the Closing and the Settlement, this Forward Delivery
Agreement, the Bond Resolution, the Continuing Disclosure Undertaking and the Power Sales
Agreement and, at the time of the Settlement, the Escrow Agreement, shall be in full force and
effect in accordance with their respective terms and shall not have been amended, modified or
supplemented in any manner which will adversely affect (i) the ability of the Authority to issue
the Fifth Series Bonds or perform its obligations thereunder or under this Forward Delivery
Agreement or (ii) the security for the Fifth Series Bonds; and both at the time of the Closing
and the Settlement, the Official Statement and the Updated Official Statement shall not have
been supplemented or amended except pursuant to the provisions of this Forward Delivery
Agreement;
(e) Both at the time of the Closing and the Settlement, no “Event of
Default” (as defined in the General Resolution) and no event of default under the Power Sales
Agreement shall have occurred or be continuing and no event shall have occurred which, with
the passage of time or the giving of notice (or both), would constitute such an Event of Default
under the General Resolution or an event of default under the Power Sales Agreement;
(f) Both at the time of the Closing and the Settlement, all official action of
the Authority and all actions required to be taken by all the other parties to consummate the
transactions contemplated by this Forward Delivery Agreement, the Fifth Series Bonds, the
Bond Resolution, the Continuing Disclosure Undertaking, the Escrow Agreement and the
Power Sales Agreement shall have been taken and shall be in full force and effect in
accordance with their respective terms and shall not have been amended, modified or
supplemented in any respect without the consent of the Representative;
(g) At the date hereof, the Project Management Committee Approval shall
have been adopted, in form and substance satisfactory to the Authority and the Underwriters,
approving the terms of (i) the Fifth Series Bonds, (ii) this Forward Delivery Agreement, (iii)
the Bond Resolution, and (iv) the Continuing Disclosure Undertaking, all as required by
Section 11 of the Power Sales Agreement, and both at the time of the Closing and the
Settlement, the Project — Management Committee Approval shall not have been amended,
altered or repealed and shall be in full force and effect; and
(h) At the date hereof, the Agreement to Support Forward Refunding shall
have been duly authorized, executed and delivered by all of the parties thereto, and both at the
time of the Closing and the Settlement, the Agreement to Support Forward Refunding shall not
have been amended or altered (except for any amendment or alteration approved in writing by
the Representative) or repealed and shall be in full force and effect.
11. Closing Conditions. (a) The Underwriters’ obligations under this
Forward Delivery Agreement shall be conditioned upon the performance by the Authority of
its obligations to be performed hereunder, and the applicable conditions of Section 10 hereof
having been satisfied, and the tender by the Authority of its performance at the Closing as
f Larry Hittle - #881209 FDA.doc Page 15 |
5 t
described in Section 8 hereof, which Closing shall not be completed unless the Underwriters
shall receive at the time of the Closing the following:
(1) The Official Statement and each supplement or amendment, if any,
thereto, executed on behalf of the Authority by its Executive Director,
(2) One transcript of all proceedings relating to the authorization and
issuance of the Fifth Series Bonds through the date of the Closing certified by the
Executive Director of the Authority or, in the case of the Project Management
Committee Approval, certified by an authorized representative of the Project
Management Committee;
(3) The Bond Resolution, certified by the Executive Director of the
Authority as having been duly adopted by the Authority and as being in effect, with
such supplements or amendments as may have been agreed to by the Representative;
(4) An opinion, dated the date of Closing and addressed to the Authority, of
Bond Counsel, in substantially the form attached hereto as Exhibit B, together with a
| letter of such counsel, dated the date of the Closing and addressed to the Underwriters
and the Power Purchasers, to the effect that the foregoing opinion may be relied upon
by the Underwriters to the same extent as if such letter were addressed to them;
(5) An opinion, dated the date of the Closing and addressed to the
Underwriters and to each Power Purchaser, of Bond Counsel to the effect that (i) this
Forward Delivery Agreement has been duly authorized, executed and delivered by, and
constitutes a legal, valid and binding agreement of, the Authority enforceable against
the Authority in accordance with its terms, except to the extent that enforcement may
be limited by bankruptcy, insolvency or other laws affecting creditors’ rights generally;
(ii) the Power Sales Agreement constitutes a legal, valid and binding agreement of the
Authority enforceable against the Authority in accordance with its terms, except to the
extent that enforcement may be limited by bankruptcy, insolvency or other laws
affecting creditors’ rights generally; (iii) assuming no change in applicable law from the
law in effect on the date of such opinion, the Fifth Series Bonds, if issued, will not be
subject to the registration requirements of the Securities Act of 1933, as amended, and
the Bond Resolution, on such date of issuance, will be exempt from qualification
pursuant to the Trust Indenture Act of 1939, as amended; (iv) the statements contained
in the Official Statement under the captions “Introduction,” “Description of The Fifth
Series Bonds,” “Security and Sources of Payment of the Fifth Series Bonds,”
“Litigation,” and “Tax Exemption” in, and in Appendix A to, the Official Statement,
insofar as such statements contained under such captions purport to summarize certain
provisions of the Fifth Series Bonds, the Bond Resolution, the Power Sales Agreement
and the Escrow Agreement, are accurate in all material respects and nothing has come
to their attention which leads them to believe that such information contains an untrue
statement of a material fact or omits to state a material fact necessary to make the
statements therein, in the light of the circumstances under which they were made, not
misleading; and (v) if the Fifth Series Bonds were issued on the date of the Closing, the
Continuing Disclosure Undertaking would be a valid, binding and enforceable
Larry Hittle - #887209 FDA doc
af
obligation of the Authority;
(6) An opinion of the Attorney General in substantially the form attached
hereto as Exhibit C;
(7) A certificate, dated the Gate of the Closing, signed by the Executive
Director and Deputy Director-Project Development and Operations of the Authority in
substantially the form attached hereto as Exhivit D (but in lieu of or in conjunction with
such certificate the Representative may, in its sole discretion, accept certificates or
opinions of Bond Counsel, or of other counsel acceptable to the Representative, that, in
the opinion of such counsel, the issues raised in any pending or threatened litigation
referred to in such certificate are without substance or that the contentions of all
plaintiffs therein are without merit);
(8) Certificates, each signed by the General Manager and Chief Financial
Officer of each Power Purchaser, in substantially the form attached hereto as Exhibit F;
(9) An opinion, dated the date of the Closing and addressed to the Authority
and the Underwriters, of Special Counsel to RUG, in substantially the form attached
hereto as Exhibit E, together with a reliance letter in form and substance satisfactory to
the Authority and the Underwriters, dated the date of the Closing and addressed to
Special Counsel to RUG, the Authority and the Underwriters, from counsel to each of
Chugach Electric Association, Inc., the Municipality of Anchorage [*] d/b/a Municipal
Light and Power, Golden Valley Electric Association, Inc., Matanuska Electric
Association, Inc. and Homer Electric Association, Inc.;
(10) An opinion, dated the date of the Closing and addressed to the
Underwriters, of Underwriters’ Counsel, to the effect that (i) assuming no change in
applicable law from the law in effect on the date of such opinion, the Fifth Series
Bonds, if issued, will not be subject to the registration requirements of the Securities
Act of 1933, as amended, and the Bond Resolution, on such date of issuance, will be
exempt from qualification pursuant to the Trust Indenture Act of 1939, as amended; (ii)
if the Fifth Series Bonds were issued on the date of the Closing, and assuming that the
Continuing Disclosure Undertaking is a legal, valid and binding obligation of the
Authority enforceable in accordance with its terms and that the Underwriters have a
reasonable basis for relying on the Authority’s assurances contained therein, the
Continuing Disclosure Undertaking would be in a form sufficient to permit the
Underwriters to reasonably determine that the Authority has undertaken, in a written
agreement or contract for the benefit of the holders of the Fifth Series Bonds, to
provide the annual financial information and notices, all as required by paragraph (b)(5)
of Rule 15c2-12 in effect as of the date of the Closing; and (iii) based upon their
participation in the preparation of the Official Statement as counsel for the Underwriters
(which participation will not extend beyond the date of the Official Statement or the last
amendment thereto) and without having undertaken to determine independently the
accuracy, completeness or fairness of the statements contained in the Official Statement,
as of the date of the Closing nothing has come to the attention of such counsel causing
them to believe that (A) the Official Statement as of its date contained any untrue
Carry Hittle - #881209 FDA.doc -
a
statement of a material fact or omitted to state a material fact required to be stated
therein or necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading (except for the statements contained in the
Official Statement and the Appendices thereto relating to the book-entry-only system,
DTC, the Bond Insurer and the Bond Insurance Policy, all engineering, financial and
statistical data or forecasts, numbers, charts, estimates, projections, assumptions or
expressions of opinion, as to all of which no view need be expressed), or (B) the
Official Statement (as supplemented or amended pursuant to Section 5 hereof, if
applicable) as of the date of the Closing contains any untrue statement of a material fact
or omits to state a material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were made, not
misleading (except as aforesaid);
(11) | Evidence satisfactory to the Representative that the claims paying ability
of the Bond Insurer is rated, at the time of the Closing, “AAA” by S&P and “Aaa” by
Moody’s;
(12) A copy of the Bond Insurance Commitment executed by the Authority
and .the Bond Insurer in the form previously approved by the Representative;
(13) Favorable opinions of counsel to the Bond Insurer, satisfactory in form
and scope to the Representative, dated the date of the Closing and addressed to the
Authority, the Underwriters and each Power Purchaser, as to the power and authority
of the Bond Insurer to issue the Bond Insurance Commitment and to deliver the Bond
Insurance Policy pursuant thereto, and as to the validity and enforceability of such
Commitment and, when issued and paid for, the Bond Insurance Policy, and as to such
other matters as the Representative may reasonably request; and
(14) Such additional legal opinions, certificates, instruments and other
documents as the Representative may reasonably request to evidence the truth and
accuracy, as of the date hereof and as of the date of the Closing, of the Authority’s
representations and warranties contained herein and of the statements and information
contained in the Official Statement and the due performance or satisfaction by the
Authority on or prior to the date of the Closing of all the agreements then to be
performed and conditions then to be satisfied by it.
(b) All the opinions, letters, certificates, instruments and other documents
mentioned above shall be deemed to be in compliance with the provisions hereof if, but only if,
they are in the forms of the pertinent exhibits attached hereto or otherwise in form and
substance satisfactory to the Representative.
12. Termination of Agreement. (a) The Underwriters may terminate this
Forward Delivery Agreement, without liability therefor as provided in Section 16(d) hereof, by
notification to the Authority if at any time on or after the acceptance by the Authority of this
Forward Delivery Agreement and on or prior to the Closing:
(i) the marketability of the Fifth Series Bonds or the market price thereof, in
Page 17
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the reasonable opinion of the Representative, has been materially adversely affected by:
(1) an amendment to the Constitution of the United States, or
i (2) any legislation (A) enacted by the United States, (B) [*]
recommended to the Congress or otherwise endorsed for passage, by press
release, other form of notice or otherwise, by the President of the United States,
the Treasury Department of the United States, the Internal Revenue Service or
the Chairman or ranking minority member of the Committee on Finance of the
United States Senate or the Committee on Ways and Means of the United States
i House of Representatives, (C) presented as an option for consideration by either
| such [~] Committee by the staff of such Committee or by the staff of the Joint
[°] Committee on Taxation of the United States Congress or (D) favorably
reported for passage to either House of the Congress by any Committee of such
House or by a Conference [*] Committee of both Houses to which such
legislation has been referred for consideration, or
(3) any decision of any court of the United States or by any ruling or
regulation [*](final, temporary or proposed) on behalf of the Treasury
Department of the United States, the Internal Revenue Service or any other
authority of the United States, or
' (4) any comparable legislative, judicial or administrative
development, in any such case affecting the federal tax status of the Authority,
its property or income, or the interest on its bonds (including the Fifth Series
Bonds);
(ii) there shall have occurred any outbreak or escalation of hostilities or any
national or international calamity or crisis, the effect of which on the financial markets
of the United States being such, as in the reasonable judgment of the Representative,
would make it impracticable for the Underwriters to market the Fifth Series Bonds or to
enforce contracts for the sale of the Fifth Series Bonds;
(iii) there shall have occurred the declaration of a general banking
moratorium by any authority of the United States or the States of New York or Alaska;
or
(iv) there shall have been any downgrading, suspension or withdrawal, or
any official statement issued subsequent to the date of execution of this Forward
Delivery Agreement as to a possible downgrading, suspension or withdrawal, of the
claims paying ability of the Bond Insurer.
(b) The Underwriters may terminated this Forward Delivery Agreement,
without liability therefor as provided in Section 16(d) hereof, by notification to the Authority
if, at any time on or prior to the Settlement Date, as a result of a Change in Law, any
Underwriter is or would be prohibited from lawfully purchasing the Fifth Series Bonds as
provided herein or lawfully selling the Fifth Series Bonds or beneficial ownership interests
eee
[ Larry Hittle - #881209 FDA.doc
therein to the public.
\ 13. Settlement Conditions. (a) The Underwriters’ obligations under this
! Forward Delivery Agreement to purchase, to accept delivery of and to pay for the Fifth Series
\ Bonds at the Settlement shall be conditioned upon the performance by the Authority of its
' obligations to be performed hereunder, including, without limitation, the Closing having been
completed, the Authority having tendered [*] performance of its obligations under Section 9
hereof with respect to the Settlement, and the applicable conditions of Section 10 hereof having
been satisfied, which Settlement shall not be completed unless the Underwriters shall receive at
the time of the Settlement the following:
i (1) | Two copies of the Updated Official Statement and each supplement or
| amendment thereto, manually executed on behalf of the Authority by its Executive
Director, and such number of conformed copies as the Representative shall reasonably
require;
(2) The Escrow Agreement, duly executed by the Authority and the Trustee;
(3) A certificate, dated the Settlement Date, of the Executive Director of the
Authority under its seal to the effect that the Bond Resolution is in full force and effect
and has not been modified, supplemented or amended (except as may have been agreed
to in writing by the Representative);
(4) An opinion, dated the Settlement Date and addressed to the Authority, of
Bond Counsel in substantially the form included in the Official Statement as Appendix
B, together with a letter of such counsel, dated the Settlement Date and addressed to the
Underwriters and to each Power Purchaser, to the effect that the foregoing opinion
addressed to the Authority may be relied upon by the Underwriters to the same extent
as if such opinion were addressed to it;
(5) An opinion, dated the Settlement Date and addressed to the Underwriters
and each Power Purchaser, of Bond Counsel, to the effect that (i) this Forward
Delivery Agreement has been duly authorized, executed and delivered by, and
constitutes a legal, valid and binding agreement of, the Authority enforceable against
the Authority in accordance with its terms, except to the extent that enforcement may
be limited by bankruptcy, insolvency or other laws affecting creditors’ rights generally;
(ii) the Power Sales Agreement constitutes a legal, valid and binding agreement of the
Authority enforceable against the Authority in accordance with its terms, except to the
extent that enforcement may be limited by bankruptcy, insolvency or other laws
affecting creditors’ rights generally; (iii) the Fifth Series Bonds are not subject to the
registration requirements of the Securities Act of 1933, as amended, and the Bond
Resolution is exempt from qualification pursuant to the Trust Indenture Act of 1939, as
amended; and (iv) the statements contained in the Official Statement under the captions
“Introduction,” “Description of the Fifth Series Bonds,” “Security and Sources of
Payment of the Fifth Series Bonds,” “Litigation” and “Tax Exemption” in, and in
Appendix A to, the Official Statement, insofar as such statements under such captions
purport to summarize certain provisions of the Fifth Series Bonds, the Bond Resolution,
_ Page 19
Carry Hittie #887209 FDA-doc ; — - se SS =e Page 20|
the Power Sales Agreement and the Escrow Agreement, are accurate in all material
respects and nothing has, come to their attention which leads them to believe that such
i information contains an untrue statement of a material fact or omits to state a material
' fact necessary to make the statements therein, in the light of the circumstances under
! which they were made, not misleading; (v) the Continuing Disclosure Undertaking is a
valid, binding and enforceable obligation of the Authority;
(6) A certificate, dated not later that the Settlement Date, of an accountant or
a firm of accountants acceptable to the Representative (the “Verification Agent”) to the
effect that it has verified the accuracy of the mathematical computations of the adequacy
of the maturing principal amounts of the Government Obligations (as [*] defined in the
Escrow Agreement) to be held by the Trustee together with the interest earned and to
be earned thereon to make full and timely payment of all interest due with respect to all
of the Prior Bonds and to redeem the Prior Bonds on July 1, 1999 at the redemption
price of par;
(7) An opinion of the Attorney General in substantially the form attached
hereto as Exhibit C;
(8) A certificate, dated the Settlement Date, signed by the Executive
Director and the Deputy Director-Project Development and Operations of the Authority
in substantially the form attached hereto as Exhibit D (but in lieu of or in conjunction
with such certificate the Representative may, in its sole discretion, accept certificates or
opinions of Bond Counsel, or of other counsel acceptable to the Representative, that, in
the opinion of such counsel, the issues raised in any .pending or threatened litigation
referred to in such certificate are without substance or that the contentions of all
plaintiffs therein are without merit);
(9) Certificates, dated the Settlement Date, each signed by the Chief
Financial Officer and Manager of each Power Purchaser, in substantially the form
attached hereto as Exhibit F;
(10) An opinion, dated the Settlement Date and addressed to the Authority
and the Underwriters, of Special Counsel to RUG, in substantially the form attached
hereto as Exhibit E;
(11) An opinion, dated the Settlement Date and addressed to the
Underwriters, of Underwriters’ Counsel to the effect that (i) the Fifth Series Bonds are
not subject to the registration requirements of the Securities Act of 1933, as amended,
and the Bond Resolution is exempt from qualification pursuant to the Trust Indenture
Act of 1939, as amended, (ii) assuming that the Continuing Disclosure Undertaking is a
legal, valid and binding obligation of the Authority enforceable in accordance with its
terms and that the Underwriters has a reasonable basis for relying on the Authority’s
assurances contained therein, the Continuing Disclosure Undertaking is in a form
sufficient to permit the Underwriters to reasonably determine that the Authority has
undertaken, in a written agreement or contract for the benefit of the holders of the Fifth
Series Bonds, to provide the annual [*] financial information and notices, all as
Larry Hittle - #881209 FDA:doc
required by paragraph (b)(5) of Rule 15c2-12 in effect as of the Settlement Date; and
(iii) based upon their participation in the preparation of the Updated Official Statement
i as counsel for the Underwriters (which participation will not extend beyond the date of
the Updated Official Statement or the last amendment thereto) and without having
undertaken to determine independently the accuracy, completeness or fairness of the
i statemetits contained in the Updated Official Statement, as of the Settlement Date
| nothing hzs come to the attention of such counsel causing them to believe that (A) the
j Updated Official Statement as of its date contained any untrue statement of a material
fact or omitted to state a material fact required to be stated therein or necessary to make
the statements therein, in the light of the circumstances under which they were made,
not misleading (except for the statements contained in the Updated Official Statement
' and the Appendices thereto relating to the book-entry only system, DTC, the Bond
i Insurer and the Bond Insurance Policy, all engineering, [*] financial and statistical data
or forecasts, numbers, charts, estimates, projections, assumptions or expressions of
opinion, as to all of which no view need be expressed), or (B) the Updated Official
Statement (as supplemented or amended pursuant to Section 5 hereof, if applicable) as
of the Settlement Date contains any untrue statement of a material fact or omits to state
a material fact required to be stated therein or necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading (except as
aforesaid);
(12) The Letter of Representations or evidence of other appropriate
arrangements with DTC;
(13) A letter from Moody’s and a letter from S&P confirming that each rating
agency, respectively, has given the Fifth Series Bonds a credit rating that is the same as
the credit rating it then would assign to any other obligations insured by the Bond
Insurer and issued on the Settlement Date;
(14) Evidence satisfactory to the Representative that the Bond Insurance
Policy for the Fifth Series Bonds has been issued in substantially the form set forth as
Appendix D to the Updated Official Statement;
(15) Favorable opinions of counsel to the Bond Insurer, satisfactory in form
and scope to the Representative, dated the Settlement Date, and addressed to the
Underwriters and each Power Purchaser, as to the power and authority of the Bond
Insurer to deliver the Bond Insurance Policy, and as to the validity and enforceability of
the Bond Insurance Policy, and as to such other matters as the Representative may
reasonably request;
(16) A certified copy of the Project Management Committee Approval
required in connection with the issuance of the Fifth Series Bonds;
(17) Two transcripts of all proceedings relating to the authorization and
issuance of the Fifth Series Bonds and the authorization and execution by the Authority
and the Power Purchasers, of the Power Sales Agreement, each certified by the
Executive Director of the Authority; and
i Larry Hittle - #881209 FDA.doc
(18) Such additional legal opinions, certificates, instruments and other
documents as the Representative may reasonably request to evidence the truth and
accuracy, as of the date hereof and as of the Settlement Date, of the Authority’s
representations and warranties contained herein and of the statements and information
contained in the Official Statement and the due performance or satisfaction by the
Authority on or prior to the Settlement Date of all the agreements then to be performed
and conditions then to be satisfied by it.
14. Expenses. (a) The Underwriters shall be under no obligation to pay,
and the Authority shall pay, any expenses incident to the performance of the Authority’s
obligations hereunder including, but not limited to: (i) the cost of preparation, printing and
delivery of the Bond Resolution; (ii) the costs of preparing, printing and delivering to the
Underwriters the Official Statement and the Updated Official Statement and any supplements
and amendments to any of such Official Statements; (iii) the cost of preparation and printing of
the Fifth Series Bonds; (iv) the fees and disbursements of Bond Counsel; (v) the fees and
disbursements of any financial advisor for its services as financial advisor to the Authority or
the Power Purchasers; (vi) the fees and disbursements of any engineers, accountants, and other
experts, consultants or advisers retained by the Authority; (vii) the fees for the ratings on the
Fifth Series Bonds required hereunder; (viii) the fees and disbursements of the Verification
Agent in connection with the certificate to be delivered pursuant to this Forward Delivery
Agreement; and (ix) the costs of the Bond Insurance Policy. The Authority shall have no
obligation to pay any such expenses other than from funds budgeted and made available
therefor under and pursuant to the Power Sales Agreement.
(b) The Underwriters shall pay only: (i) the cost of the printing of the
Forward Delivery Agreement and the Blue Sky Survey; (ii) all advertising expenses and Blue
Sky filing fees in connection with the public offering of the Fifth Series Bonds; (iii) the fees
and disbursements of Underwriters’ Counsel; (iv) fees and expenses of the Underwriters; and
(v) all other expenses incurred by the Underwriters in connection with the public offering of
the Fifth Series Bonds.
15. Notices. Any notice or other communication to be given to the
Authority under this Forward Delivery Agreement may be given by delivering the same in
writing to the Authority’s address set forth above; and any notice or other communication to be
given to the Underwriters under this Forward Delivery Agreement may be given by delivering
the same in writing to Prudential Securities Incorporated, 1201 Third Avenue, Suite 5350,
Seattle, Washington 98101, Attention: John C. Moore, Managing Director; or, in each case, to
such different address for a party as such party shall have notified the other party as aforesaid.
16. Termination and its Effect. (a) If the Authority fails or is unable, after
using all reasonable efforts in good faith, to satisfy the conditions herein to the completion of
the Closing (unless waived by the Underwriters) by the time such completion is required, then
this Forward Delivery Agreement shall terminate, and neither the Authority nor the
Underwriters shall have any further obligation or liability to, or any rights against, the other.
(b) If the Closing shall have occurred but the Authority is unable, after using
all reasonable efforts in good faith, to satisfy the conditions herein to the completion of the
~~ "Page 22
[Larry Hittle - #881200 FDA doc. Page 23 i be
Settlement (unless waived by the Underwriters) by the time such completion is required, or is
otherwise unable, after using all reasonable efforts in good faith, to satisfy the conditions to the
obligation of the Underwriters to purchase, accept delivery of and pay for the ff Bonds as set
forth in this Forward Delivery Agreement (unless waived by the Underwriters) by the time
such completion is required, then this Forward Delivery Agreement shall terminate, and
neither the Authority nor the Underwriters shall have any further obligation or liability to, or
any rights against, the other except as otherwise provided in this Forward Delivery Agreement
(including without limitation as provided in Section 4(d)(ii) and Section 16(e) hereof).
(c) If the Closing shall have occurred but the Underwriters fail to purchase,
accept delivery of and pay for the Fifth Series Bonds as provided herein for a reason permitted
hereunder, including without limitation the failure of the Authority to comply with Sections 9,
10 and 13 hereof, then this Forward Delivery Agreement shall terminate, and neither the
Underwriters nor the Authority shall have any further obligation or liability to, or rights
against, the other except as otherwise provided in this Forward Delivery Agreement (including
without limitation as provided in Section 4(d)(ii) and Section 16(e) hereof).
(d) ‘If at any time the Underwriters terminate this Forward Delivery
Agreement as permitted in Section 12 hereof, then this Forward Delivery Agreement shall
terminate, and neither the Underwriters nor the Authority shall have any further obligation or
i liability to, or rights against, the others, except as provided in Section 16(e) hereof.
(e) Notwithstanding the foregoing, the provisions of Sections 14, 16 and 17
hereof shall survive any termination of this Forward Delivery Agreement.
17. Parties in Interest, Survivability of Representations, Warranties and
Agreements. This Forward Delivery Agreement is made solely for the benefit of the
Authority, the Underwriters and the Power Purchasers and no other person shall acquire or
have any right hereunder or by virtue hereof. All of the Authority’s representations,
warranties and agreements contained in this Forward Delivery Agreement shall remain
operative and in full force and effect, regardless of: (i) any investigations made by or on
behalf of the Underwriters; (ii) delivery of and payment for the Fifth Series Bonds pursuant to
this Forward Delivery Agreement; and (iii) any termination of this Forward Delivery
Agreement.
18. Effectiveness. This Forward Delivery Agreement shall become effective
upon the execution of the acceptance hereof by the Authority and shall be valid and enforceable
at the time of such acceptance.
19. Governing Law. This Forward Delivery Agreement will be governed
by and construed in accordance with the laws of the State of Alaska. 20. Headings. The headings of the sections of this Forward Delivery
Agreement are inserted for convenience only and shall not be deemed to be a part hereof.
Very truly yours,
| |
‘Carry Hittle - #881209 FDA doc
i
Prudential Securities Incorporated
Goldman, Sachs & Co.
Prudential Securities Incorporated
as Representative
By
Managing Director
Accepted by the Alaska Energy Authority, this day of , 1999.
Alaska Energy Authority
By
Executive Director
Approved on behalf of the Power Purchasers, this day of , 1999.
Bradley Lake Hydroelectric Project Project Management Committee
By
Authorized Representative
Page 24
[Larry Hittle - #881209 FDAdoc Page 25
j
SCHEDULE I
LIST OF UNDERWRITERS
Prudential Securities Incorporated
Goldman, Sachs & Co.
| MATURITY SCHEDULE
i
Maturity Principal Amount Interest Rate Reoffering Price
Sinking Fund Installments:
Term Bonds of 2021
Year Amount
Optional Redemption Provisions:
‘Lary Hittle- #881200 FDAdoc SS aa a Page 26]
a ——— ee rs
EXHIBIT A-1
$ Principal Amount
Power Revenue Refunding Bonds, Fifth Series
(Bradley Lake Hydroelectric Project)
CERTIFICATE OF AUTHORITY REQUIRED BY SECTION 5(f) OF THE
FORWARD DELIVERY BOND PURCHASE AGREEMENT
I, D. Randy Simmons, Executive Director of the Alaska Energy Authority (the
“Authority”), hereby certify that, although I make no representation to the effect that I have
independently verified the statements contained in the Official Statement dated
__, ___, relating to the above-captioned bonds (the “Official Statement”),
as such Official Statement has been amended by [an Addendum/Addenda] dated
, 199 , on the basis of my reading of the Official Statement, except for
the statements under the captions “Bond Insurance,” “The Power Purchasers,” “State and
Federal Initiatives Regarding Competition in the Electric Utility Industry” and “Book Entry
System” as to which I express no opinion, nothing has come to my attention that would give
me reason to believe that the Official Statement, as of its date or the date hereof, contains any
untrue statement of a material fact or omits to state a material fact required to be stated therein
or necessary to make the statements contained therein, in the light of the circumstances under
which they were made, not misleading.
Dated:
ALASKA ENERGY AUTHORITY
Executive Director
Larry Hittle - #881209 Forward Delivery\
EXHIBIT A-2
$. Principal Amount
Power Revenue Refunding Bonds, Fifth Series
(Bradley Lake Hydroelectric Project)
CERTIFICATE OF POWER PURCHASER REQUIRED BY SECTION 5(f) OF THE
FORWARD DELIVERY BOND PURCHASE AGREEMENT
I , General Manager of (the
“Power Purchaser”), certify that, although I make no representation to the effect that I have
independently verified the statements contained in the Official Statement dated
, relating to ‘the above-captioned bonds (the “Official Statement”), as such
Official Statement has been amended by [an Addendum/Addenda] dated
199 _, I have read the statements contained in the Official Statement under the caption “The
Bradley | Lake Hydroelectric Project,” in the sections titled “Introduction,” “Rate Regulation,”
“Power Requirements” and “Generation Resources and Utilization of the Project” under the
caption “The Power Purchasers,” and under the caption “State and Federal Initiatives
Regarding Competition in the Electric Utility Industry,” and to my actual knowledge
statements under such captions of the Official Statement, did not, as of its date, and does not,
as of the date hereof, contain any untrue statement of a material fact, nor did it nor does it omit
to state a material fact required to be stated therein or .necessary to make the statements
contained therein, in the light of the circumstances under which they were made, not
misleading.
Dated:
[POWER PURCHASER]
General Manager
f Lary Hittle- #881209 Forward elven 9 SOS™C~SCS Page 3E)
EXHIBIT B
[Letterhead of Wohlforth, Argetsinger, Johnson & Brecht)
ai [Closing Date]
Alaska Energy Authority
480 West Tudor Road
Anchorage, Alaska 99503
[Prudential]
[Goldman]
Ladies and Gentlemen:
We have acted as bond counsel in connection with the Forward Delivery Bond
Purchase Agreement (the “Purchase Agreement”), dated as of , 1999, by
and between the Alaska Energy Authority (the “Authority”) and Prudential Securities
Incorporated and Goldman, Sachs & Co. (the “Underwriters”), providing for the purchase of
up to $ of the Authority’s Power Revenue Refunding Bonds, Fifth Series
(the “Bonds”).
In such connection, we have reviewed Chapter 83, Title 44 of the Alaska
Statutes, as amended (the “Act”), the Authority’s Power Revenue Bond Resolution adopted on
September 7, 1989, as amended, and Resolution No. of the Authority adopted
on December 16, 1998, authorizing the issuance of the Bonds (collectively, the “Resolution”).
We have also reviewed the certificate as to arbitrage of the Authority dated the date hereof (the
“Tax Certificate”), an opinion of counsel to the Authority, certificates of the Authority and
others, and such other documents, opinions and matters to the extent we deemed necessary to
render the opinions set forth herein.
The opinions expressed herein are based on an analysis of existing laws,
regulations, rulings and court decisions and cover certain matters not directly addressed by
such authorities. Such opinions may be affected by actions taken or omitted or events
occurring after the date hereof. We have not undertaken to determine, or to inform any
person, whether any such actions or events are taken or do occur. We disclaim any obligation
to update this letter. We have assumed the genuineness of all documents and signatures
presented to us (whether as originals or as copies) by any parties other than the Authority and
the due and legal execution and delivery thereof by any parties other than the Authority. We
have not undertaken to verify independently, and have assumed, accuracy of the factual matters
represented, warranted or certified in the documents, referred to in the preceding paragraph.
Furthermore, we have assumed compliance with the covenants and agreements contained in the
Resolution and the Tax Certificate, including (without limitation) covenants and agreements
compliance with which is necessary to assure that future actions, omissions or events will not”
| Larry Hittle - #887209 Forward Delive 9c
a
cause interest on the Bonds to be included in gross income for federal income tax purposes.
We call attention to the fact that the rights and obligations under the Bonds, the Resolution and
the Tax Certificate may be subject to bankruptcy, insolvency, reorganization, arrangement,
fraudulent conveyance, moratorium and other laws relating to or affecting creditors’ rights
generally, to the application of equitable principles and the exercise of judicial discretion in
appropriate cases. Finally, we express no opinion as to the Official Statement or other offering
material relating to the Bonds.
Based upon the foregoing, and in reliance thereon, as of the date hereof we are
of the opinion that, under existing law: :
1. All necessary proceedings (except for the execution and delivery of the
Bonds) have been taken by the Authority for the issuance of the Bonds.
a The Purchase Agreement has been duly executed and delivered by the
Authority and (assuming due authorization, execution and delivery by and validity against the
Underwriters) constitutes a valid and binding agreement of the Authority.
If the issuance and delivery of the Bonds were to occur on the date hereof
pursuant to the Purchase Agreement, and the proceeds thereof were applied in accordance with
the Tax Certificate, based upon our review and analysis of existing laws, regulations, rulings
and court decisions, we would be able to render a final legal opinion substantially in the form
set forth in Appendix B to the draft Official Statement.
Sincerely,
WOHLFORTH, ARGETSINGER,
JOHNSON
& BRECHT
[ Larry Hittle - #881209 Forward Deliven ‘Page 30} 30
EXHIBIT C
[Opinion of Attorney General]
April __, 1999
Alaska Energy Authority
480 West Tudor Road
Anchorage, Alaska 99503
Prudential Securities Incorporated
1201 Third Avenue, Suite 5350
Seattle, Washington 98101
Gentlemen:
This office acts as counsel for the Alaska Energy Authority (the “Authority”),
and has served in such capacity in connection with the issuance on this date by the Authority of
its $ Alaska Energy Authority Power Revenue Refunding Bonds, Fifth
Series (Bradley Lake Hydroelectric Project) (the “Bonds”). In such capacity, I have examined,
among other things, the following:
1. ab The Constitution and statutes of the State of Alaska (the “State”) that I
consider necessary for the purpose of this opinion, including, without limitation, the provisions
of Chapter 83 of Title 44 of the Alaska Statutes (the “Act”).
2. ab The proceedings of the Board of Directors of the Authority regarding the
adoption of the Bradley Lake Hydroelectric Project Power Revenue Bond Resolution (the
“Power Revenue Bond Resolution”) and the Bradley Lake Hydroelectric Project Fourth
Supplemental Resolution (the “Supplemental Resolution”) authorizing, among other things, the
following (being hereafter referred to collectively as the “Instruments”:
(a) ab the execution and delivery of the Agreement for the Sale and Purchase of
Electric Power dated and entered into on December 8, 1987, by and between the
Authority and the Power Purchasers named therein (the “Power Sales Agreement”);
(b) ab the execution and delivery of the Forward Delivery Bond Purchase
Agreement, dated , 1999, by and among the Authority and Prudential
Securities Incorporated and Goldman, Sachs & Co., as underwriters.
35 ab Certified copies of the Power Revenue Bond Resolution and the
Supplemental Resolution; and executed counterparts of the Instruments.
j Larry Hittle - #881209 Forward Delivery wos @ Page 31}
4, ab The Official Statement, dated , 1999 (the “Official
Statement”), relating to the Bonds.
a. ab The Federal Energy Regulatory Commission License No. ,
with respect to the Bradley Lake Hydroelectric Project (the “Project License”) and the Order
of the Federal Energy Regulatory Commission granting the Project License to the Authority.
6. ab Such other certificates, documents and instruments as I have deemed
relevant and necessary. :
The law covered by the opinions expressed herein is limited to the Federal law
of the United States and the law of the State.
In rendering my opinions, I have made the following assumptions:
(a) ab All legal requirements applicable to parties, as such, to the issuance of
the Bonds, and the documents and instruments, including the Instruments, executed in
connection therewith, other than the Authority, have been satisfied.
(b) ab As to documents that have been submitted to me for review, each is
accurate and complete, each original is authentic, each copy conforms to an authentic original
and all signatures (other than those of the Authority) are genuine.
Based on the foregoing, and in reliance thereon, it is my opinion that, as of the
date hereof:
(i) ab The Authority is empowered by the Act, the Power Revenue Bond
Resolution and the Supplemental Resolution, to execute, deliver and perform the Instruments,
and to issue and sell the Bonds.
(ii) ab The Power Revenue Bond Resolution was duly adopted by the Board of
Directors of the Authority, in accordance with the Act, has not been repealed or amended, and
remains in full force and effect.
(iii) ab The Supplemental Resolution was duly adopted by the Board of
Directors of the Authority in accordance with the Act, has not been repealed or amended and
remains in full force and effect.
(iv) ab The Instruments and the Bonds have been duly authorized, executed and
delivered by the Authority, and constitute the legal, valid and binding special and limited
obligations of the Authority, enforceable in accordance with their terms.
(v) ab The adoption and performance of the Power Revenue Bond Resolution
and the Supplemental Resolution, and the execution, delivery and performance by the
Authority of the Bonds, and the Instruments, do not violate any provision of law or any
resolution of the Authority or, to the best of my knowledge after reasonable investigation, any
Larry Hittle - #881 orward Delive S
judgment, order, rule or regulation of any court or of any public or governmental agency or
authority applicable to the Authority.
(vi) ab To the best of my knowledge and in reliance upon representations of
officers of the Authority, there is no action, suit, proceeding, inquiry or investigation at law or
in equity before or by any court, public board or body pending or threatened, or any basis for any such action, suit, proceeding, inquiry or investigation, including any proceedings before
the Federal Energy Regulatory Commission, wherein any unfavorable decision, ruling or
finding would have a material adverse effect on the Authority’s rights to own or operate the
Bradley Lake Hydroelectric Project, or the validity or enforceability of the Bonds, the Power
Revenue Bond Resolution, the Supplemental Resolution or the Instruments, or any transaction
contemplated by the Authority arising therefrom, or the ability of the Authority to perform its
obligations thereunder.
(vii) ab No additional or further approval, consent, authorization or other order
of any governmental or public authority or agency (not already obtained) is legally required of
the Authority for the adoption by the Board of Directors of the Authority of the Power
Revenue Bond Resolution and the Supplemental Resolution, in the execution and delivery by
the Authority of the Instruments or the Bonds; and no additional or further approval, consent,
authorization on other order of any governmental or public authority on agency (not already
obtained) is legally required, which, if not obtained, would materially impair the ability of the
Authority to own and operate the Bradley Lake Hydroelectric Project or to perform its
obligations under the Project License, the Power Revenue Bond Resolution, the Supplemental
Resolution or any of the Instruments.
(viii) ab The payments to be received by the Authority pursuant to the Power
Sales Agreement and the right of the Authority to enforce the obligations of the Power
Purchasers under the Power Sales Agreement have been validly assigned by the Authority to
the Trustee in accordance with the terms of the Power Sales Agreement and the Power
Revenue Bond Resolution.
(ix) ab All meetings of the governing body of the Authority at which action was
taken in connection with the Power Revenue Bond Resolution, the Supplemental Resolution,
the Instruments and the authorization, sale and issuance of the Bonds were duly and legally
called and held and such meetings were open to the public at all times to the extent required by
State law, and notice of the time and place of each such meeting was given as required by State
law and the procedural rules of the Authority.
(x) ab The information and statements contained in the Official Statement under
the captions “Introduction,” “The Authority” and “Litigation,” as such pertains to the
Authority, are accurate statements or summaries of the matter therein set forth and fairly
present the information purported to be shown, and do not contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they were made, not
misleading.
With respect to the enforceability of the Power Revenue Bond Resolution, the
[Lary Hittle - #881209 Forward Delivery..-~ Te R i a ae 33
Supplemental Resolution, the Instruments and the Bonds, this opinion is subject to the
qualifications that: (i) the enforceability of such document or instrument may be limited by
Alaska or Federal bankruptcy, insolvency, reorganization, moratorium or other similar laws
relating to or affecting the enforcement of creditors' rights generally from time to time in
effect; (ii) the enforceability-ef equitable rights and remedies provided in such document or
instrument is subject to judicial discretion and may be limited by general principles of equity;
(iii) the enforceability of such document or instrument may be limited by public policy; and
(iv) certain of the remedial and waiver provisions of such document or instrument may be
unenforceable; provided, however, in my opinion, the unenforceability of these provisions
would not affect the validity of such document or instrument or prevent the practical realization
of the benefits thereunder.
Very truly yours,
BRUCE E. BOTELHO
ATTORNEY GENERAL
By
Keith A. Laufer
Assistant Attorney General
arry ittle - #881209 Forwar i ae ney I
‘
elive.,._9¢
EXHIBIT D
Alaska Energy Authority
7 S$ Principal Amount
Power Revenue Refunding Bonds, Fifth Series
(Bradley Lake Hydroelectric Project)
CERTIFICATE REQUIRED BY [SECTION 11(a)(7)/13(A)(8)] OF THE
FORWARD DELIVERY BOND PURCHASE AGREEMENT
The undersigned Executive Director and Deputy Director-Project Development
and Operations of the Alaska Energy Authority (the “Authority”) hereby certify that:
1. this certificate is being delivered in satisfaction of the conditions of
Section [11(a)(7)/13(a)(8)] of the Forward Delivery Bond Purchase Agreement dated
» ___ (the “Forward Delivery Agreement”), between the Authority and
Prudential Securities Incorporated and Goldman, Sachs & Co., and all capitalized terms used
in this certificate have the meanings given such terms in the Forward Delivery Agreement;
2. the representations and warranties of the Authority contained in the
Forward Delivery Agreement with respect to the sale by the Authority of the above-captioned
bonds (the “Fifth Series Bonds”), are true and correct in all material respects on and as of the
date of the [Closing or Settlement, as applicable], as if made on the date of the [Closing or
Settlement, as applicable];
3. no action, suit, proceeding, inquiry or investigation, at law or in equity,
before or by any court, government agency, public board or body, is pending or, to our actual
knowledge, threatened against the Authority (nor to our actual knowledge is there any basis
therefor), affecting the corporate existence of the Authority or the titles of its officers to their
respective offices, or affecting or seeking to prohibit, restrain or enjoin the sale, issuance or
delivery of the Fifth Series Bonds or the right of the Authority to collect the Revenues of the
Authority pledged to pay the principal of and interest on the Fifth Series Bonds, or the pledge
thereof and lien on the Revenues, funds and accounts pursuant to the Bond Resolution, or in
any way contesting or affecting the validity or enforceability with respect to the Authority of
the Forward Delivery Agreement, Fifth Series Bonds, the Bond Resolution, the Continuing
Disclosure Undertaking, the Escrow Agreement or the Power Sales Agreement, contesting the
tax-exempt status of interest on the Fifth Series Bonds or the Prior Bonds, or contesting the
completeness or accuracy of the [Updated] Official Statement dated
(the “Official Statement”)], (the “Updated Official Statement”)], or contesting the powers 1s of
the Authority or any authority for the issuance of the Fifth Series Bonds, the adoption of the
Bond Resolution or the Continuing Disclosure Undertaking or the execution and delivery by
the Authority of the Forward Delivery Agreement or the Escrow Agreement, nor, to the best
of my knowledge, is there any basis for any such action, suit, proceeding, inquiry or
arry
arEEnnnIEEEIREnEEEEREEE ER REEeeeeneeeeeeeemenenaeenmemmmmn” ittle - #881 orward Delivery.aoc
investigation wherein an unfavorable decision, ruling or finding would materially adversely
affect the validity or enforceability of or the performance by the Authority of the Fifth Series
Bonds, the Bond Resolution, the Continuing Disclosure Undertaking or the Power Sales
Agreement;
4. we have read the [Updated] Official Statement and to our actual
knowledge, except for statements under the captions “Bond Insurance,” “The Power
Purchasers,” “State and Federal Initiatives Regarding Competition in the Electric Utility
Industry” and “Book Entry System” as to which no opition is expressed, the [Updated]
Official Statement as of its date did not contain any untrue statement of a material fact or omit
to state a material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, and no event has occurred since
the date of the [Updated] Official Statement which should be disclosed in the [Updated]
Official Statement so that the [Updated] Official Statement will not contain any untrue
statement of a material fact or omit to state a material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading, and
which has not been disclosed in a supplement, or amendment to the [Updated] Official
Statement;
3. to the best of our knowledge, the Authority has complied with the
agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to
the date hereof pursuant to the Forward Delivery Agreement with respect to the issuance of the
Fifth Series Bonds; and
6. the Power Sales Agreement constitutes a legal, valid and binding
agreement of the Authority enforceable against the Authority in accordance with its terms,
except to the extent that enforcement may be limited by bankruptcy, insolvency or other laws
affecting creditors’ rights generally; the Authority is not in material breach of or material
default under the Power Sales Agreement or the Bond Resolution and no event has occurred
and is continuing which, with the passage of time, the giving of notice or both, would
constitute a default or any event of default by the Authority under the Power Sales Agreement
or the Bond Resolution; and, to the best of our knowledge, no material default or event of
default has occurred, and no event has occurred and is continuing which, with the passage of
time, the giving of notice or both, would constitute a material default or an event of default
under the Power Sales Agreement by any of the other parties thereto.
ALASKA ENERGY AUTHORITY
Executive Director
Deputy Director-Project Development and
Operations
(Closing Date]
arry Hittle - #881 orward Delivc iT) ; Pade at ‘age
[Settlement Date]
Larry Hittle - #881209 Forward Delivery.uuc Page 45
affecting the validity or enforceability of the Power Sales Agreement, including the right or
authority and obligation of the Power Purchaser to pay its Percentage Share of Annual Project
Costs under and as defmed by the Power Sales Agreement, or to our actual knowledge without
investigation seeking to prohibit, restrain or enjoin the sale, issuance or delivery of the Fifth
Series Bonds or in any way contesting or affecting the validity or enforceability of the Fifth
Series Bonds, the Bond Resolution, the Forward Delivery Agreement, the Agreement to
Support Forward Refunding, the Escrow Agreement, or the pledge of the Revenues pursuant to
the Bond Resolution, or the Project Management Committee Approval, or contesting in any
way the completeness or accuracy of the Official Statement. ~
6. We have read the statements contained in the Official Statement under
the caption “The Bradley Lake Hydroelectric Project,” in the sections titled “Introduction,”
“Rate Regulation,” “Power Requirements” and “Generation Resources and Utilization of the
Project” under the caption “The Power Purchasers,” and under the caption “State and Federal
Initiatives Regarding Competition in the Electric Utility Industry,” and to our actual
knowledge statements under such captions in the Official Statement, did not, as of its date, and
does not, as of the date hereof, contain any untrue statement of a material fact, nor did they
nor do they ornit to state a material fact required to be stated therein or necessary to make the
statements contained therein, in the light of the circumstances under which they were made,
not misleading.
[Chugach Electric Association, Inc.]
[Golden Valley Electric Association, Inc.]
{Municipality of Anchorage d/b/a
Municipal Light and Power]
[Alaska Electric Generation & Transmission
Cooperative, Inc.]
(Homer Electric Association, Inc.]
(Matanuska Electric Association, Inc.] By
General Manager
By
[Larry Hittie -# 881209 Forward ‘Delv foc SOS Page 4i
Chief Financial Officer
[Closing Date]
[Settlement Date]
Doc #:CHO2 (66810-0003 1-6) 881209v1;11/16/1998/Time: 17:55
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ATTACHMENT
APPROVING RESOLUTION OF
BRADLEY LAKE HYDROELECTRIC PROJECT
PROJECT MANAGEMENT COMMITTEE
WHEREAS, pursuant to Section 13 of that certain Bradley Lake Hydroelectric Project
Agreement for the Sale and Purchase of Electric Power (the "Power Sales Agreement") dated
as of December 8, 1987, by and among the Chugach Electric Association, Inc., Golden
Valley Electric Association, Inc., the Municipality of Anchorage d/b/a Municipal Light and
Power, the City of Seward d/b/a Seward Electric System, and Alaska Electric Generation &
Transmission Cooperative, Inc., and as Additional Parties Homer Electric Association, Inc.
and Matanuska Electric Association, Inc. (as used herein collectively, the "Power
Purchasers"), and the Alaska Energy Authority (the "Authority"), a Project Management
Committee (the "Committee") has been duly formed in connection with the Bradley Lake
Hydroelectric Project (the "Project") of the Authority for the purposes and with the
responsibilities specified by the Power Sales Agreement; and
WHEREAS, the Project has been financed with proceeds of the Authority’s
$105,001,142 principal amount Power Revenue Bonds, First Series (Bradley Lake
Hydroelectric Project) (the "First Series Bonds"), and $60,259,015.10 principal amount
Power Revenue Bonds, Second Series (Bradley Lake Hydroelectric Project) (the "Second
Series Bonds"); and
WHEREAS, the Power Purchasers are obligated under the Power Sales Agreement to
pay to the Authority their respective Percentage Shares of Annual Project Costs in connection
with the Project, including without limitation amounts required to be set aside by the
Authority for the payment of Debt Service on the First Series Bonds and the Second Series
Bonds and on other Bonds approved in accordance with Sections 11 and 13 of the Power
Sales Agreement, including Bonds issued to refund the First Series Bonds and the Second
Series Bonds; and
WHEREAS, the Committee has determined on behalf of the Power Purchasers and
Authority that it is in the best interests of the Authority and Power Purchasers and their
respective customers and ratepayers that certain maturities of the callable portions of the First
Series Bonds (the "Refunded First Series Bonds") and, together with the Refunded First
Page 1 - APPROVING RESOLUTION LGH\BL.res
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Series Bonds, the "Refunded Bonds") be refunded in current refundings for the purpose of
realizing a substantial savings in Debt Service on Bonds issued by the Authority for the
Project and thereby reducing the amount of Annual Project Costs payable by each Power
Purchaser under the Power Sales Agreement; and
WHEREAS, the Refunded Bonds are "private activity bonds" within the meaning of
the Internal Revenue Code of 1986, as amended (the "Code"), and as such may not be
refunded in an advance refunding within the meaning of the Code; and
WHEREAS, Prudential Securities Incorporated and Goldman, Sachs & Co. (the
"Purchasers") have proposed to enter into a Forward Delivery Bond Purchase Agreement
(the "Forward Delivery Agreement") with the Authority to be dated December , 1998, under
which, among other things, subject to the terms, conditions, representations, warranties and
agreements contained in the Forward Delivery Agreement, the Purchaser agrees to purchase
from the Authority on a forward basis all of the Authority’s Power Revenue Refunding
Bonds, Fifth Series (Bradley Lake Hydroelectric Project) (the "Fifth Series Bonds or
Refunding Bonds"), to be issued on or about April _, 1999; and
WHEREAS, the Committee on behalf of the Power Purchasers has requested and
does hereby request that (1) the Authority enter into the Forward Delivery Agreement with
the Purchaser, (2) the Authority sell, issue and deliver the Refunding Bonds as provided in
the Forward Delivery Agreement, and (3) the Authority incur certain other obligations in
furtherance thereof, including without limitation entering into a Continuing Disclosure
Agreement in respect of the Refunding Bonds as required by SEC Rule 15c2-12, under which
rule each Power Purchaser, other than Seward Electric System, would be treated as an
"obligated person" in respect of the Refunding Bonds; and
WHEREAS, the Forward Delivery Agreement will, among other things, require the
Authority to provide to the Purchaser at the time of Closing of the sale and purchase of the
Refunding Bonds an Official Statement for the Refunding Bonds and also to provide Updated
Official Statements for the Refunding Bonds and related certificates from time to time
thereafter in connection with the offering of each series of Refunding Bonds to the public,
and the cooperation and assistance of the Committee and the Power Purchasers will be
necessary for the Authority to meet those requirements; and
WHEREAS, the Continuing Disclosure Agreement will require that the Authority
cause certain annual financial information and operating data be provided to the
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Dissemination Agent (as defined in the Continuing Disclosure Agreement) in connection with
the Refunding Bonds and to provide notice of the occurrence of certain events, and it will be
necessary for the Power Purchasers to provide annually on a continuing basis during the term
of the Refunding Bonds information of the type that has been furnished by the Power
Purchasers to the Authority for inclusion in the Official Statement for the Refunding Bonds;
and in furtherance of this obligation, the Power Purchasers and the Authority have entered
into an Agreement to Support Forward Refunding; and
WHEREAS, Section 11 of the Power Sales Agreement provides that the Authority
will not supplement the Bond Resolution in any manner, or adopt a new Bond Resolution in
connection with the refunding of the Bonds (including the Refunded Bonds), which would
materially adversely affect the ability of a Power Purchaser to fulfill the terms of the Power
Sales Agreement or impose any increased burden or obligation, financial or otherwise, on a
Power Purchaser without its consent unless the Committee has approved the Authority’s
proposed action by a resolution adopted by the affirmative vote of the members of the
Committee whose Percentage Shares equal or exceed eighty percent (80%) of Project
Capacity and of Annual Project Costs; and
WHEREAS, the parties to the Power Sales Agreement find that the Financing
Documents (as defined below) may impose an increased burden or obligation on the Power
Purchasers; and
WHEREAS, the purpose of this resolution is to provide evidence to all parties to the
Power Sales Agreement, special counsel to the Railbelt Utilities Group, and the Purchaser, of
the Committee’s approval on behalf of the Power Purchasers of and with the terms of the
Forward Delivery Agreement, the Continuing Disclosure Undertaking, the Agreement to
Support Forward Refunding, the Official Statement for the Refunding Bonds (insofar as the
information therein relates to the Power Purchasers, the Project and certain factors affecting
the electric utility industry), and the Authority’s Resolution No. 1998-00 authorizing the sale,
issuance and delivery of the Refunding Bonds and related matters, all substantially in the
form thereof presented to the Committee on the date hereof and attached hereto as Exhibits A
through E (collectively the "Financing Documents") and to approve the payment obligations
of the Power Purchasers under the Financing Documents as Annual Project Costs pursuant to
Section 8(a) of the Power Sales Agreement;
NOW, THEREFORE, IT IS RESOLVED BY THE COMMITTEE ON BEHALF OF
THE POWER PURCHASERS as follows: |
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1. The Financing Documents are approved. This section constitutes approval of
the amendments and supplements to the Bond Resolution made in connection with the
issuance of the Refunding Bonds attached as Exhibit E as required by Section 11 of the
Power Sales Agreement.
2. Pursuant to Sections 11 and 13 of the Power Sales Agreement, the Committee
hereby expressly approves and determines that the payment obligations to be imposed on the
Authority arising out of the sale, purchase, issuance and delivery of the Refunding Bonds
under and pursuant to the terms of the Forward Delivery Agreement, including without
limitation the payment of compensation to the Purchasers under Section 4 thereof, pursuant
to the Authority’s Resolution No. 1998-00, are and shall, pursuant to Section 8(a) of the
Power Sales Agreement, be specifically included in Annual Project Costs payable by the
Power Purchasers under the Power Sales Agreement.
3. The Committee hereby determines that the Forward Delivery Agreement will
provide for the payment of certain compensation to the Purchasers if the Closing has
occurred but Settlement does not occur (subject to the terms, limitations, and conditions set
forth in the Forward Delivery Agreement), and the payment of such compensation in
connection with the Refunding Bonds shall be included in Annual Project Costs under the
Power Sales Agreement, unless incurred solely as a result of the failure or refusal of the
Authority to close the Settlement for reasons which are not excused by the Forward Delivery
Agreement.
4. The Committee appoints Eugene Bjornstad, General Manager of Chugach
Electric Association, Inc., and authorizes and directs him to evidence the Committee’s
approval of the Forward Delivery Agreement and the Continuing Disclosure Agreement.
5: Following the Closing, this resolution shall be irrevocable, and each Power
Purchaser shall, pursuant to the Power Sales Agreement and the Agreement to Support
Forward Funding, cooperate with the Authority and the Purchaser and take such actions as
are reasonably required to accomplish the issuance and delivery of the Refunding Bonds,
subject to all of the terms, conditions, representations, warranties, and agreements contained
in the Financing Documents.
6. Ater Wynne LLP, as Special Counsel to a group of Power Purchasers
otherwise known as the Railbelt Utilities Group ("RUG"), is hereby directed to execute and
deliver on behalf of the RUG an opinion in substantially the form attached as Exhibit E to
Page 4 - APPROVING RESOLUTION LGH\BL.res
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the Forward Delivery Agreement. Payment for these services shall be deemed a "cost of the
Committee" within the meaning of Section 8(c)(vii)(D) of the PSA.
a Any capitalized term used and not otherwise defined in this resolution shall
have the meaning given such term in the Power Sales Agreement or the Forward Delivery
Agreement, as applicable.
ADOPTED this day of December, 1998.
CHUGACH ELECTRIC ASSOCIATION, INC.
MUNICIPALITY OF ANCHORAGE MUNICIPAL
LIGHT & POWER
ALASKA ELECTRIC GENERATION &
TRANSMISSION COOPERATIVE, INC.
(acting on behalf of Homer Electric
Association, Inc., and Matanuska
Electric Association, Inc.)
GOLDEN VALLEY ELECTRIC ASSOCIATION,
INC.
CITY OF SEWARD dba SEWARD ELECTRIC
SYSTEM
ALASKA ENERGY AUTHORITY
Page 5 - APPROVING RESOLUTION
PERCENTAGE SHARE OF
CAPACITY AND ANNUAL
COSTS UNDER POWER SALES
AGREEMENT
30.4%
25.9%
25.8%
(Homer - 12.0%
Matanuska - 13.8%)
16.9%
1.0%
LGH\BL.res
Insert "The Power Purchasers, Year 2000
Year 2000 Identification and Correction Efforts of Power Purchasers
The "Year 2000 Problem" arose because many existing computer software programs
use only the last two digits to refer to a year. The use of two-digit year fields was a common
practice in recent years because of the need to address computer memory/storage constraints. These
- computer programs cannot properly recognize a year that begins with "20" instead of "19." If this
situation is not corrected, many time-sensitive computer software applications could fail or create
erroneous results.
The utilities involved in the Bradley Lake Project consider the identification and
correction of any Year 2000 problems a major initiative. At the most fundamental level this initiative
is about ensuring business continuity and continuing to provide service in the Year 2000 and beyond.
To this point, none of the participating utilities have detected Year 2000 related issues
that would ultimately impact system reliability. Until all utilities have completed their research, it is
conceivable that a Year 2000 issue could cause system reliability problems, if uncorrected.
However, there are manual procedures in place to deal with automation failures in the respective
utility systems.
All business application systems have the potential for disruption due to Year 2000
issues. Similarly, the operating systems which support the business applications, as well as the
hardware infrastructure, can present reliability problems. Finally, mechanical systems that included
embedded chips are vulnerable to failures, if not Year 2000 compliant. None of the participating
utilities has uncovered or foresee any Year 2000 issues that cannot be rectified within a cost
framework that will be immaterial to such Participating Utilities overall financial results.
By Order R-98-2(1) dated July 24, 1998, the Alaska Public Utility Commission
instituted an investigation into Year 2000 issues and the measures which certificated public utilities
are taking to address these issues. Participation by all Alaska certificated utilities is mandatory. At
the national level, the North American Electric Reliability Council (NERC) now requires detailed
monthly reports from every utility on Year 2000 compliance. The Council has been tasked by the
U.S. department of Energy to coordinate the Year 2000 effort in order to assure the maintenance of a
reliable supply of electricity during the Year 2000 transition.
Each of the participating utilities has thoroughly inventoried both internal and vendor-
supported information processing systems. A variety of procedures to identify critical systems that
are subject to date-related failures have been employed. The risk of failure and the potential for
impact upon utility operations has been identified and has either been corrected or is in the process of
being corrected. Indeed, many of the systems are now Year 2000 compliant. It is expected that all
affected systems of the participating utilities will be Year 2000 compliant by the 3rd quarter of 1999.
KHG\960khg. mem
rs ALASKA INDUSTRIAL DEVELOPMENT
AND EXPORT AUTHORITY f= ALASKA
@e =sENERGY AUTHORITY
480 WEST TUDOR ANCHORAGE, ALASKA 99503 907 / 269-3000 FAX 907 / 269-3044
ALASKA ENERGY AUTHORITY/ALASKA INDUSTRIAL
DEVELOPMENT
AND EXPORT AUTHORITY
Public Notice
Bradley Lake Project Management Committee
Notice is hereby given that the Bradley Lake Project Management Committee will hold a regular
meeting VIA TELECONFERENCE on Wednesday, December 9, 1998, at 9:00 a.m. to discuss
the Bradley Lake Bond Refunding. This meeting will be conducted by electronic media at the
following location: Alaska Industrial Development and Export Authority, 480 West Tudor Road,
Anchorage, Alaska. For additional information, contact Eugene Bjornstad, Chairman, Chugach
Electric Association, 5601 Minnesota Drive, Anchorage, Alaska 99503. The State of Alaska
(AIDEA), complies with Title II of the Americans with Disabilities Act of 1990. Disabled persons
requiring special modifications to participate should contact AIDEA staff at (907) 269-3000 to
make special arrangements.
/s/ Alaska Energy Authority
Project Management Committee
Publish: Wednesday, December 2, 1998
_ (lO 3/5-6538
eae
R
e
ul
bie GS Wagon
V6, Power win- tilt, cruise, 3rd is. Compare at
PAYMENTS Mystique LS. leather interior, custom —ex- ind bra, ventvi- deflector, must | Rose color.
° yet credit?
Auto Sales 8191
jobile Cutlass 9
7
‘m
ray, AT, 4dr, car. $2995. OLR.
jouth Colt VD, AT, very good miles, only $4488, 61-6686 Dir
UT Y pr 5
H_LAZER, 101 AT, FWD, $3900 162-2306
ymouth Neon inline” fo ‘St#
th
low miles, ictory warranty 1U5462-1, 561-6686
Sundance 20R, SSP, Runs Great, es,
TH
$2400 274-2638
Voyager, d, body & int good, ie)
‘87 of
BO. 337-2497
Pontiac Bonne- state. No rust. FI V-6. Exc int, pwr 1200 obo. 563-2625
Htiac Bonneville SE V6,
indows, Tilt,
AT, AC, Power Cruise,
Compare at $15,995.
inental
OL
pntiac Ca
u a EIELKE)
Grand) Am Ht 333-7833,
intiac GrandAm Se, pniy 62K, very clean, Fina 713, 27: ncing Avail! 21711 DLR
ac Grand AM, FWD, 4 eed, 2 door, studs, exc r clean $3300. 337-5390,
jac Sunbird LE, FWD, pd, sti snow, uds, looks/runs $1800. 278-0300
REPOSSESSIONS FOR SALE ore info., call 786-2035.
iM’S CLUB ars Represented By } Fleet
US, LO, WGN
S WGI S... Ee
Liquidators
.562-SAMS .562-SAMS
562-SAMS ss4000,562-SAMS ADE DS62-SAMS
562-SAMS .562-SAMS ---562-SAMS, ...562-SAMS -562-SAMS
N
D PRIX V-6.562-SAMS BT S/W... -+2562-SAMS.
562-SAMS -562-SAMS. -562-SAMS 562-SAMS .562-SAMS
562-SAMS .+-562-SAMS -562-SAMS 1E562-SAMS
4 dr, snow tires, hos warranty, 1
15k mi, AT, yr maint
Wednesday, December 2, 1998
i. Mobiles, imported 85
LEXUS LS400 1997 “COACH EDITION” [Makamichi 12-Speaker sound system, CD, Dual Climate Con-
trols, Heated Seating, Vehicle Skid Control, Moonroof, Cus- tom Alloy Rims and Perfor- mance Tires, Hands-free inte- grated Cellular phone, Dual Front and Side Impact Air- Bags. 12,000 miles. $43,000. Contact Richard Fuller
562-6464 or 346-8246
92 Mitsubishi Mirage 4cyl, AT, PS, excellent condi- tion & low miles, only $4488, ‘St#U24024-1. 561-6686 Dir.
92. Nissan Maxima GXE V6, AT, PS, PB, Tilt, o/c AIC, PW, PDL, Alloys, very nice!
1
only $7988. $t#U24007-6. 561-6686 Dir.
‘91 Nissan NX 1600. Nice & clean, low miles, 5spd, 2Dr, ‘Sport Car. $4995 OBO. 272-3701
“90 SENTRA Runs exc, new tires/orakes & many parts. Has cracked grill. $1500 obo 333-0227
90 Nissan Sentra, 2DR, 4spd, new CV/brakes, studded tires, fresh IM, $2250 OBO. 522-3992
90 Nissan Stanza 4D, dcyl, AT, PS, Tilt, CIC stereo, cass - 4 studs - must see! Only $5988. St#U24239-1. 561-6686 Dir.
“93 Nissan Ultima GXE, 4dr, grt cond, S/W tires, all pwr + extras $8500 obo. 245-5297
RED PORSCHE “79, 924, 62K, 1 ownr, perfect cond $5,900 OBO. 345-7979
‘90 SAAB 9000 CD Turbo. Every option, A/T, 78K mi, nice cond. $7,500. 272-7981
SAAB 1983 9008 $2000 OBO. 376-9006.
*&% NOW IN STOCK ee * Rebuilt Subaru engines * Genuine Subaru/OEM parts ‘only. Most compl eng avail AK Parts Warehouse 373-5797
‘98 Subaru Legacy SW- Black, ‘AT, loaded, like new, 500 mi- tes! $22,900. 345-8251/345-2251
‘90 SUBARU Legacy, 4DR, PW, PL, studs, leaving state must sell. $6900 OBO. 441-8873
‘88 Toyota Camry. 4Dr, blue, 4cy!, 5sped, AC, CC, runs grt, ks 9d. $2400 OBO. 561-6330
93 TOYOTA CAMRY LE 4 extra tires, PW, PL, AT, AC, nice cor, $8950. 348-0002
‘83 TOYOTA CELICA,
RED, 563-6605
Volvo Diesel Wagon, 1984 $1000 745-6890
96 Volvo 850 GLT Wagon Perfect Condition! All power options & traction control. St#U5551, only $22,988. 562-2722 ir.
90 VW Fox 2D 4 cul, Sspd, FWD, low miles, soc’d & ready for winter, only
while supplies last example: NEW 1998 KING QUADS $4,999”
ANCHORAGE SUZUKI / ARCTIC CAT 3054 Commercial Dr.
272-2412
ALASKA ATV SALVAGE Wanted: Dead or alive-3 or 4 whirs. Parts & repairs 696-7725
Heavy Trucks & Equipment 880
2 Detroit 671s complete w/start- lers & alternators. Twin disk 506
marine gears. Bolt in and drive away! Ail in good cond, located in Homer. $3500 ea or both for $6000. Gary Ault, (907) 235-7477 jor_msg 235-6126.
‘90 GMC Top-kick wrecker, 852 Vulcan, 5,000 Ib wheel lift, fully loaded, $21,000 247-6481/ 225-6481, PO Box 7895, Ketchi. kan, AK 99901.
Industrial Storage Space |-2 & B-3 near Anchorage Port Strg Space Unlimited 277-2771
INTERNAT’L 4300 E-DUMP 335 Cummings, 13-spd Road Ranger, $9,500 obo 373-5377
‘79 \nt‘l Flatbed Diesel Truck, 24T, 30K Mi, Sspd Trans, 2spd Rear, Exc Cond. $7500. 243-4452
Utility Trailers 885 eer ace cleceee se ee ane care
Custom Built 8x20 4-Place Snowmachine Trailer, front ramps, tandem axle, $3500 (Day) 344-6151/345-3495 (Even)
New ‘98 Wells Cargo 8’x8’x24’ gooseneck, _side/rear doors, orks, wht $8995. ‘97 Wells Car- 90 6'x6’x12', diamond guard side entry/rear ramp, blk, $3595. (907 )260-5752
New 8x10 snowmachine tilt trailer HD w/slushguard, jack |& spare tire. $1100. 688-0490
TRAILER SALE "96 4x8 fctry encisd moving trir; ‘95 18’ flotbed, designed for snowmach & cars; Military style covered trir; ‘98 16’ Haul mark encisd, like new, snow- mach trir; Great prices call Chris 230-0265 or 337-9966
TRITON 8x10 ft Tilt bed, aluminum trailer w/salt shield, exc cond. $1200 OBO. 349-5518
4-wheeler trailer w/sides $375 obo. 338-5432 call after Spm
16'6"X20' NEW TANDEM axle trailer w/brakes 10,000 #. 4’ sides. $2200. 344-7684
Parts & Services 890
AAAI Subarus Wanted New and used parts & repair. Free pre-buy inspect. 562-3919
A-1 CASH FOR CARS, Running or Not, 349-9398.
AL'S DIESEL WORKS Dodge, GM, & Ford Diesel only. 344-6433
A-] SUBARUS WANTED Parts Available 248-2858
Al Tire Restudding Mitfbal, Low price. 337-3501
BEDLINERS. All makes, 6’, 7' & 8’ models. $55-$75. 688-4687
Bender’s Custom Engines & Machine Shop Services 278-5761
Hubs, drums & rotors refaced. Install avail, Visa/MC 561-3090
CAN DO SAME DAY REPAIR Light Truck & 4x4 Specialists, Visa/MC. 561-3090,
’84 Chev front-differential complete, $75. 344-7334/522-4424
"85 CHEVY multi-port iniected 3.8L, complete, witransmis- sion, $550. 337-8189
CHEVY 408SB, 2 BOLT ‘All new, 420hp, complete. truck. Will trade. 373-0397
CHEVY STUFF: (4) 10-R-15 tires on 6 hole Chevy Rims $200 OBO; 1975 4 Ton trans- fer case $350 OBO; Turbo 350 Transmission $150 OBO. Day 344-3858 or Eve 344-1955
Complete Auto Transmission for ’86 Toyota PU, 4x4 $1,500 obo 344-6498.
ENGINE FOR SALE! 4 cy! for ’83 Ford Ranger, only 1 yr old, other parts worth $, only $500
HD
must sell. 696-3285
81 Honda Prelude, —_ bad steering, | good body for parts/fix $450 obo 344-6139
Jeep CJ Parts. Tranny, Tcase, frtirear end, misc body parts, }240-8561/279-4444/333-7487 F1GUT tenel o LAW Eaeninn
E-7
Public Notices
Alaska Commission on Postsecondary Education
900
The institutional Authorization Committee will meet at 1:00
p.m. on Thursday, December 10, 1998. The meeting will be
held in the ACPE offices locat- led at 707 A Street, Suite 201, Anchorage, Alaska. The public is cordially invited to attend this meeting and the following meeting.
The Alaska Commission on Postsecondary Education will hold their winter quarterly
meeting on Friday, December 11, 1998. The meeting will be
held in the ACPE offices locat-
led at 707 A Street, Suite 201,
Anchorage, Alaska. The meet-
ing will convene at 9:00 a.m.
Pursuant to the Americans with Disabilities Act, please allow 24 hours notice if special accommodations are required. Contact the Executive Direc-
tor’s office at (907) 465-6740.
Pub: 11/29; 12/2, 4, 1998
ALASKA ENERGY
AUTHORITY/ALASKA
INDUSTRIAL DEVELOPMENT AND
EXPORT AUTHORITY
Public Notice
Bradley Lake Project Management Committee
Notice is hereby given that the Bradley Lake Management Committee will hold a regular meeting VIA TELECONFER-
ENCE on Wednesday,
December 9, 1998, at 9:00 a.m. to discuss the Bradley Lake
Bond Refunding. This meeting
will be conducted by electronic media at the following loca- tion: Alaska Industrial Development and Export Authority, 480 West Road, Anchorage, Alaska. additional information,
Eugene Biornstad, Chairman, Chugach Electric Association, 5601 Minnesota Drive, Anchar-
age, Alaska 99503. The State of Alaska (AIDEA), complies with Title 11 of the Americans with Disabilities Act of 1990. Disobled persons requiring special modifications to partic- ipate should contact AIDEA Staff at (907) 269-3000 to make special arrangements. $
Aloska Energy Authority Project Management Committee Pub.: Dec. 2, 1998
BEST STORAGE & 2200 GAMBELL . NOVEMBER 23rd 1998
AUCTION NOTICE
‘A public auction will be held ‘at
Tudor For contact
2200 Gambeli Anch., AK _6n December Sth at TiAM. The goods and belongings of the following tenants will be sold unless their outstanding ac- counts are paid prior to this time.
Ann? Name Unit # Property Dovid & Sharon Shier Houshold/furniture William Holloway A156 House- hold/furniture William Hoxey C462 Clothing Corey Docket S4 Clothing/ houshold Diane Vercelia 100 Houshold Steven Smith 122 Houshold Roy Godfrey 266 Household Debra Shehan 517 Household Coco & Ward Burgi ‘A105/421/422 Household Pub. : 11/26-12/5/98
NOTICE OF MEETING « ALASKA HOUSING . FINANCE CORPORATION . REGULAR MEETING ,
THE AHFC BOARD OF : DIRECTORS will meet ot 9:3 a.m. on December 9, 1998, ‘in the AHFC Board Room, tst Floor, 4300 Boniface Parkway,
‘Anchorage, AK.
THE AGENDA will include: A. Request for approval apd final adoption. of arr ts 16) sell fo 18 AAC
E-8 __ Wednesday, December 2, 1998
Public
Notices 900 NOTICE TOAT&T ALASCOM CUSTOMERS
On November 24, 1998, AT&T Alascom filed tariff revisions
with the Federal Communico-
tions Commission changing the
rates for certain domestic in-
terstate calls as follows:
+ for Customer Dialed Calling Card calls placed via. 1-800-
CALLATT, and billed to on
AT&T Calling Card under
AT&T's Rate Schedule Z, the
Service Charge is increased to $.95 per call,
- for Customer Dialed and Op-
erator Dialed calls billed to an
AT&T Calling Card under AT&T's Rate Schedule Z, the
usage rates are increased to
$.45 for the initial minute and
$.45 for each additional
minute,
- for Customer Dialed and
Operator Dialed calis placed via other than 1-800-CALLATT,
and billed to a Local Exchange Company Calling Card or Commercial Credit/Charge
Card (e.9., Viso, Master Card)
the service charge is reduced
to $2.45 per call,
- for automated Collect Calls placed via other than 1-800-
CALLATT, the service charge
is increased to $2.95 per call,
- for Operator Assisted, Collect
Calls, and calls Billed to a
Third Party, the service
charge is increased to $4.50
per call,
+ for Operator Assisted calls
(including calls billed to a third number, sent-paid non-
coin, collect placed other than
via 1-800-CALLATT, person-to-
person and real-time rated
non-coin), the usage rates ore increased to $.50 for the initial
minute and $.50 for each addi-
tional minute,
- for calls placed via NPA-555-
1212 to interstate Directory
Assistance and Directory
Assistance in certain Interna:
tional Caribbean locations, the Per Call Charge is increased to $1.40,
+ for Domestic Dial Station
calls billed under AT&T's Y and Z rate schedules (applying to AT&T's True Reach Savings
and AT&T’s Reach Out Calling Plans), the initial minute ond
additional minute rates are
increased by $.20 per minute,
+ the Busy Line Verification
Charge is increased to $6.75
per verification,
+ the Busy Line Interruption
Charge is increased to $6.75
per interruption,
- the Holiday discount now applies on Martin Luther King
Day, Thanksgiving Doy and
Christmas Day only.
The above tariff revisions are
scheduled to become effective ‘on November 25, 1998.
Pub.: Dec. 2, 1998
Power Cost Equalization
Blue Ribbon Panel Committee
Notice of Public Meeting
A meeting of the Governor's
Power Cost Equalization Blue Ribbon Panel will be held on
December 10, 1998, at 10:00
a.m. in the Kodiak Room (3rd
Floor) of the Holiday Inn
Anchorage - Downtown.
This meeting will also be tele-
conferenced into the Juneau office of Senator Al Adams.
The physical location of
Senator Adams office is:
Capitol, Room 417.
State
Individuals requiring auxiliary
services or special
ations should con-
Public Notices 900 See Ta er Pursuant to AS 29.45.330 the
City of Whittier, PO Box 608
Whittier AK 99693, has pre- pared the following real prop-
erty foreclosure listing:
Prince William Resort (Buck- ner) Block 7 Whittier Sub.
Phose 11 1986 = $11,146.50 $1,114.65 $10,589.22
Prince William Resort (Buck-
Iner) Block 7 Whittier Sub. Phase 11 1987 $11,146.50 $1,114.65 $9,698.14 Prince William Resort (Buck-
Iner) Block 7 Whittier Sub. Phase 1! 1988 $11,146.50 $1,114.65 $8,804.61
Prince William Resort (Buck-
Iner) Block 7 Whittier Sub. Phase 1! 1989 $11,146.50
$1,114.65 $7,913.53
Prince William Resort (Buck- ner) Block 7 Whittier Sub.
Phase |! 1990 $4,500.00 $450.00 $2,835.06 Prince William Resort (Buck-
iner) Block 7 Whittier Sub.
Phase |! 1991 $4,348.00 $434.80 1$2,391.17
Prince William Resort (Buck- ner) Block 7 Whittier Sub. Phase |! 1992 $4,348.00 $434.80
$2,043.17 Prince William Resort (Buck- ner) Block 7 Whittier Sub. Phase |! 1993 $4,348.00 $434.80
$1,695.58
Prince William Resort (Buck- ner) Block 7 Whittier Sub.
Phase |! 1994 $4,348.00 $434.80
$1,347.99 Prince William Resort (Buck- ner) Block 7 Whittier Sub. Phase |! 1995 $4,348.00 $434.80
$1,000.39 Prince William Resort (Buck- ner) Block 7 Whittier Sub.
Phase || 1996 $4,348.00 $434.80
$651.85
1$75,174.00 $7,517.40 $48,971.2 5
*The foreclosure list is avail- lable for public inspection at
ithe Whittier City Clerk’s of-
fice. **The foreclosure. list has been
presented to the Superior
Court with an amended peti- tion for judgment and decree.
***interest is determined through September 3, 1998, if
payment is after that date more interest will be owed and
needs to be paid. Pub: 12/2, 9, 16, 23, 1998
STATE OF ALASKA Department of
Natural Resources (DNR) Division of Land
Realty Services Section
3601 C Street, Suite 960
Anchorage, Alaska 99503-5936
PUBLIC NOTICE
Pursuant to AS 38.05.020(b)(2),
AS — 38.05.035(b)(9), 11 - AAC (67.930 and other relevant regu-
lations, the DNR, Division of
Land, proposes to quitclaim to the United States of America
(U.S.) the following parcels of
land which the Bureau of Land
Management claims were erroneously conveyed to State of Alaska: the
Type Native allotment
reconveyances/Applicant U.S.
ADL#: 415919/BLM#: F-013296,
Parcel B Allottee Frank Alexander
(Deceased)
Title Pat. 1220532, (BLM# F-024583), 6/16/61.
Location Lot 1, Section 20, Township 3 South, Range 5 West, Fairbanks Meridian, Alaska, containing 21.70 acres,
las shown on the plot of survey approved on October 30, 1919, and accepted on August 18,
1920, by the United States
Surveyor General’s Office Juneau, Alaska.
Gs 21
in
ADL#: 415842/BLM#: F-74075
Allottee Alfred Linn, Sr.
(Deceased) Title Pat. 50-74-0098, GS 1610 (BLM# F-10315), 3/27/74
Location Alaska State Land Survey No. 88-159, Alaska,
located in unsurveyed Section
12, Township 5 North, Range 17 East, Umiat Meridian, Alaska, containing __ 160.00
acres, a$ shown on the plat of survey accepted on June 2,
a
x) Public Notices
PUBLIC NOTICE
Please note that the Alaska Human Resources Investment Council’s Executive Commit- tee, Office of the Governor,
wilt meet on Monday, Decem- ber 7, 1998 from 11 a.m. - 3
p.m. at the Frontier Building Conference Room, 3601 C Street, Suite 336, Anchorage,
Alaska. An agenda is available lupon request. Individuals with disabilities who need auxiliary
services or special modifica- tions to participate should contact AHRIC in advance at 907/269-7485 to make arrange- ments. Pub.: Dec. 2, 6, 1998
UNITED STATES DEPARTMENT OF
THE INTERIOR BUREAU OF LAND
MANAGEMENT - ALASKA
Notice for Publication
AA-8447-A, AA-8447-B, AA-8447-D, AA-8447-A2,
AA-8447-B2 Alaska Native Claims Selection
In accordance with Depart-
mental regulation 43 CFR 2650.7(d), notice is hereby
given that the decisions to issue conveyance (DIC) to The
yak Corporation, notice of which was published in the
FEDERAL REGISTER, 63 FR 55402, on October 15, 1998, are
modified by adding, modify- ing, or removing certain pub-
lic easements; modifying a portion of the land description
for rescission of prior tentative lapproval to the State of
Alaska; and modifying the description of a certain third party interest to which a por- tion of the conveyance is subject. Notice of the modified DICs will be published in the FEDERAL REGISTER on NOV 10 1998. Copies of the modified
DICs moy be obtained by con- tacting the Bureau of Land Management, Alaska State Of- fice, 222 West Seventh Avenue, #13, Anchorage, Alaska 99513-7599 ((907) 271-5960) Any porty claiming a prop- erty interest which is ‘adverse
ly affected by the decisions, ‘an lagency of the Federal govern-
ment, or ‘regional corporation,
shall have until DEC 10: 1998 to file an appeal on the issves..in the modified DICs. However,
porties receiving service by certified mail shall have ~ 30
days from the date of receipt ito file on appeal. Appecis must
be filed in the Bureou of. Lond Management at the address identified above, where the re- quirements for filing an appeal may be obtoined. Porties who do not file an appeal in. accor- dance with the requirements lof 43 CFR Port 4, Subport Ey
shall be deemed to’ have waived their rights.
Except os modified, the deci- sion, notice of which wos given October 15, 1998, is final /s/Heather A. Coats Land Low Exominer
Branch of ANCSA Adjudication
Pub,: 11/11, 18, 25; 12/2, 1998
Invitations To Bid 910
Copper River School District P.O. Box 108 Glennatlen, AK 99588
Notice is hereby given that the Copper River School District is soliciting proposals from interested porties for pupil
transportation in the following service areas of the Copper River School District: Copper Center, Gakona, Glennailen, ‘Slana, Kenny Lake & Neichina.
It is also hereby specified that THIS 1S NOT AN_ INVITA- TION TO BID. A.S. 37.05.230(4) removed school transportation from bid law provisions.
Ability to provide services proposed, type of equipment to be used and provision of per- formance bond will be consid- Jered. before proposal. is jaccept- 12
The State of
itive Affairs A
jing bids for an
painting Contr
School located
Street in June: Work includes,
led to, prepare!
surface, finishir gypsum —_boar painting gypsun.
blies, existing
ceilings, wood
dows and expc land electrical ite
|All parties intere
obtaining a coy
should contact the}
Director's Office
Director's Office
the State Car. Street, Room 1°
Ph. (907) 465-374 ithe 100 percent
land specification:
Capital School P' picked up at the
'tor’s Office also.
The Alaska Sta complies with 7
Americans wit!
Act of 1990. In
disabilities who r iliary aids, ser
special modifica
mit a proposal 4
Jon Price, Su
Legislature Affd
(907) 465-6705 -
465-4980 - TDD will
lable time, as de
the Agency, befo: due, to make an arrangements.
Bids must be rece Supply Officer no 2:30 PM, Decemb
Late proposals will r
accepted. Pub.: 11/27,29; 12/26 »
STATE OF AL
DEPARTME?F
TRANSPORTAT
PUBLIC FACIi
CENTRAL RE
DIVISION «
CONSTRUCT
OPERATIC
NOTICE Cy REQUEST FOR Pr
Project 59599/NH Dowling Rd - ¢- Lk Otis Prk Appraisal Sery RFP Number 3¢ 4
The Department inte: enter into a negotic
ment for professior:\}
lal Services for the oi
referenced project.
The project will «4 tance in the analysis lacquisition of proper
required for the « lenced proiect.
A complete descr
vices is contained
Package.
Estimated perioc mance of the Ag
begin January 15,
lon July 1, 2001 w 4
assignment due
March 22, 1999.
Cost of these. pr
vices is expecte range of $100,000
The Request
(RFP) Package
lable December, may be obtai from the DOTé! lat 4111 Aviation
Anchorage, A,
residing outsid
ity of Anchor
lan RFP Pac!
SKA INDUSTRIAL DEVELOPMENT
AND EXPORT AUTHORITY / => ALASKA
@@m—™ ~=ENERGY AUTHORITY
KA 99503 907 / 269-3000 FAX 907 / 269-3044
simile Transmittal
E_SEE ATTACHED DISTRIBUTION LIST
COMPANY:
Fax#: . ( )
FROM: Shauna Dean
DATE: December 7, 1998
TIME: 10:00 a.m.
Number of pages including cover page: 4
Transmittal Contents:
Distribution List
Agenda for BPMC Teleconference on December 9, 1998 at 9:00 a.m.
Teleconference Instructions
Comments:
Notice: This facsimile may contain confidential information that is being transmitted to and is
intended only for the use of the recipient named above. Reading, disclosure, discussion,
dissemination, distribution, or copying of this information by anyone other than the named
recipient or his or her employees or agents is strictly prohibited. If you have received this
facsimile in error, please immediately destroy it and notify us by telephone, (907) 269-3000.
H:ALL\TAMMY Facsimile Transmittal Cover Page.doc
Distribution List:
Eugene Bjornstad, CEA
Meera Kohler, ML&P
Norm Story, HEA
Mike Kelly, GVEA
Wayne Carmony, MEA
Dave Calvert, SES
Ron Saxton, Ater Wynne Hewitt Dodson & Skerritt
Cindy Cartledge, Wohlforth, Argetsinger, Johnson & Brecht
Ken Vassar, Wohlforth, Argetsinger, Johnson & Brecht
Nancy Watkins, Prudential Securities
John Moore, Prudential Securities
TELECONFERENCE INSTRUCTIONS
Wednesday, December 9, 1998 — 9:00 a.m.
To join the teleconference, please do the following:
Dial 1-800-315-6338
Enter 3005#
ZOO OOOO COO OO OOOO OOOO OO OOO OOOO OOOO OOOO OOOO OO OOOO OO OOOOOO I OOOOO OOO 00020002 KX x P01 x x TRANSACTION REPORT x ; aaa ania DEC-07-98 NON 10:29 AM =x
x : BROADCAST x
x : DATE START RECEIVER TX TIME PAGES TYPE NOTE M# DP x er x
x DEC-07 10:12 AM 95626994 58” 4 SEND ( M) OK 152k x 10:14 AM 919072353323 51” 4 SEND (M) OK 162 x x 10:15 AM 92635204 1’42” 4s SEND ( M) OK 152 x x 10:17 AM 919072244085 57” 4s SEND ( M) OK 152k x 10:26 AM 919074585951 51” 4“ SEND (M) OK 162k x 10:19 AM 919077459368 1'00" 4 SEND (M) OK 162k x 10:21 AM 915032260079 2’06" = =4 SEND (M) OK 152 x k 10:23 AM 912064614176 51” 4“ SEND (M) OK 152 x x 10:28 AM 912064614176 1'27" =4 SEND (M) OK 152 x x 10:25 AM 92765098 50” 4 SEND (M) OK 152 : x eC CO ren Or - n—n—
X x x TOTAL 11M 33S PAGES: 40 x x x SEO OOOO COCOA OOOO OOOO OOOO OO OOOO OO OOOO OOOO OOOO OOOO OOOO OO OOO OO OOOO KK KX
ALASKA INDUSTRIAL DEVELOPMENT = > AND EXPORT AUTHORITY f= ALASKA
@K™ ENERGY AUTHORITY
480 WEST TUDOR ANCHORAGE, ALASKA 99503 907 / 269-3000 FAX 907 / 269-3044
Facsimile Transmittal
TO: PLEASE SEE ATTACHED DISTRIBUTION LIST
COMPANY:
Fax #: ( )
FROM: Shauna Dean
DATE: December 7, 1998
TIME: 10:00 a.m.
Number of pages including cover page:
BRADLEY LAKE PROJECT MANAGEMENT COMMITTEE
List of Representatives
Representative Alternate
Eugene N. Bjornstad
Chairman
Norman L. Story Myles C. Yerkes
Vice Chairman
Dennis V. McCrohan Stan Sieczkowski
Secretary/Treasurer
Meera Kohler Hank Nikkels
Dave Calvert
Michael P. Kelly Bradley Evans
Wayne D. Carmony Bob Mau
Ronald L. Saxton
Legal Counsel
Effective Date: 09/22/97
Revised Date: 11/01/98
h/all/sdean/bradley lake pme meeting/members listing.doc
Utility
Chugach Electric Association
5601 Minnesota Drive
Anchorage, Alaska 99501
Phone: 563-7494 Fax: 562-6994
Homer Electric Association
3877 Lake Street
Homer, Alaska 99603
Phone: 235-8167 Fax: 235-3323
AIDEA/AEA
480 West Tudor Road
Anchorage, Alaska 99503-6690
Phone: 269-3000 Fax: 269-3044
Municipal Light & Power
1200 E. First Avenue
Anchorage, Alaska 99501
Phone: 279-7671 Fax: 263-5204
City of Seward
P.O. Box 167 (5th and Adams)
Seward, Alaska 99664
Phone: 224-4071 Fax: 224-4085
Golden Valley Electric Association
P.O. Box 71249 (758 Illinois)
Fairbanks, Alaska 99707
Phone: 452-1151 Fax: 458-5951
Matanuska Electric Association
P.O. Box 2929 (163 Industrial Way)
Palmer, Alaska 99645-2929
Phone: 745-9211 Fax: 745-9368
Ater Wynne Hewitt Dodson Skerritt
222 S.W. Columbia, Suite 1800
Portland, Oregon 97201-6618
Ph: (503) 226-1191 Fax: 226-0079
OOOO OCOOOOOOCOCOOOO OOOO OOOO OOOO OOOO OOOO OOOO OKOKOKOOO KOKO OIC ONONOK0K0N0O0000N000000ON00OOOOOONIOKNK x P,Ol x x TRANSACTION REPORT x : enor DEC-07-98 NON 11:26 AM =x
x x DATE START — RECEIVER TX TIME PAGES TYPE NOTE Mt DP x
mf x DEC-07 11:25 AM 912063404076 57” 4 SEND OK x
x x
YOO KK KOK KKK KOK KKK KK KK KKK KK KKK KKK KK KK KOK KK KKK KK KKK KKK KK KKK KKK KKK KKK KKK KKK OK KKK KKK OK KKK KK
» i ALASKA INDUSTRIAL DEVELOPMENT
AND EXPORT AUTHORITY {= ALASKA
i = ENERGY AUTHORITY
480 WEST TUDOR ANCHORAGE, ALASKA 99503 907 / 269-3000 FAX 907 / 269-3044
December 1, 1998
FAXED: 12/01/98
2 PAGES
Anchorage Daily News
1001 Northway Drive
Anchorage, Alaska 99508
ATTENTION: Ms. Eva Kaufmann
Legal Classified
Subject: | Public Notice
Account # ALASO709
Enclosed is an advertisement for the Alaska Energy Authority, which is to be published under
“PUBLIC NOTICE” in the Legal Classified section in column format. This notice needs to be
published for one day: Wednesday, December 2, 1998.
After the publication date, please provide an Affidavit of Publication.
If you have any questions, please do not hesitate to call me.
Thank you,
«
\Soawre JA QBs
Shauna M. Dean
Admin. Assistant
Attachment
SOOO OOO OO OOOO OOOO OOOO OOOO OOOO OOOO OO OOOO OOOO OOOO OOOO OOOO OOOO OO OOOO OOOO OOOO OO OOOO OOKOOO OOOO x P.OL. 2: % x TRANSACTION REPORT x x 7 aaa nISIRIGENIGAnIGGiaE DEC-01-98 TUE 10:02 AM = x x x x SEND (M) x
x E x x > DATE START — RECEIVER TX TIME PAGES TYPE NOTE M# DP x x x x DEC-01 10:01 AN 92798170 36" 2 SEND (M) OK 086 =k
xk x
k k
x TOTAL 36S PAGES: 2 x x x
JO KKK KK KK KKK KKK KKK KKK KOK KKK KOK KKK KKK K
ALASKA INDUSTRIAL DEVELOPMENT
* AND EXPORT AUTHORITY /= ALASKA
MR ENERGY AUTHORITY
480 WEST TUDOR ANCHORAGE, ALASKA 99503 907 / 269-3000 FAX 907 / 269-3044
December 1, 1998
FAXED: 12/01/98
2 PAGES
Anchorage Daily News
1001 Northway Drive
Anchorage, Alaska 99508
ATTENTION; Ms, Eva Kaufmann
Legal Classified
Subject: Public Notice
Account # ALASO709
Enclosed is an advertisement for the Alaska Energy Authority, which is to be published under
“PUBLIC NOTICE” in the Legal Classified section in column format. This notice needs to be
published for one day: Wednesday, December 2, 1998.
.
‘Shauna Dean
Front:
Sent:
To:
Subject:
Via Teleconference
Notice.doc
Shauna Dean
Tuesday, December 01, 1998 10:57 AM
Admin Journal
For publication in the Admin Journal. Thanks.
Shauna Dean
From:
Sent:
To:
Subject:
Via Teleconference
Notice.doc
Shauna Dean
Tuesday, December 01, 1998 11:08 AM
‘leanne_pilcher@commerce.state.ak.us'
For Publication in the Admin Journal. Thanks!
BRADLEY LAKE PROJECT MANAGEMENT COMMITTEE
MEETING AGENDA
Wednesday, December 9, 1998 — 9:00 a.m.
TELECONFERENCE
Or, By Electronic Media at AIDEA — 480 W. Tudor Road
CALL TO ORDER Bjornstad
ROLL CALL (for Committee members)
PUBLIC ROLL CALL (for all others present)
PUBLIC COMMENT
AGENDA COMMENTS
APPROVAL OF MEETING MINUTES — Not Available
NEW BUSINESS
A. Bradley Lake Bond Refunding Griffith
COMMITTEE COMMENTS
A. Next Meeting Date Bjornstad
ADJOURNMENT
ALASKA INDUSTRIAL DEVELOPMENT
> AND EXPORT AUTHORITY {= ALASKA
@E™ =ENERGY AUTHORITY
\ SKA 99503 907 / 269-3000 FAX 907 / 269-3044
yi N csimile Transmittal
ic Association
38
TIME: 9:50 a.m.
Number of pages including cover page:
Transmittal Contents:
Comments:
Gene: The meeting minutes for November will not be
available for the meeting in December, as I
have not had time to complete them.
Notice: This facsimile may contain confidential information that is being transmitted to and is
intended only for the use of the recipient named above. Reading, disclosure, discussion,
dissemination, distribution, or copying of this information by anyone other than the named
recipient or his or her employees or agents is strictly prohibited. If you have received this
facsimile in error, please immediately destroy it and notify us by telephone, (907) 269-3000.
H:\ALL\TAMMY Facsimile Transmittal Cover Page.doc