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Home My WebLink AboutBradley Lake PMC Meeting-Wed., Jan. 7, 2004 2BRADLEY LAKE PROJECT MANAGEMENT COMMITTEE MEETING MINUTES 813 W. Northern Lights Boulevard Anchorage, Alaska Tuesday, October 21, 2003 — 9:00 a.m. 1. CALL TO ORDER Chairman Steve Haagenson called the meeting of the Bradley Lake Hydroelectric Project Management Committee to order at 9:00 a.m. on Tuesday, October 21, 2003, from the Alaska Industrial Development and Export Authority's Board Room, Anchorage, Alaska, to conduct the business of the Committee per the agenda and public notice. 2. ROLL CALL Roll was called by Shauna Howell. The following members were present: Steve Haagenson Golden Valley Electric Association Lee Thibert Chugach Electric Association Rick Eckert Homer Electric Association Jim Posey Anchorage Municipal Light & Power Dave Calvert (teleconference) City of Seward Art Copoulos Alaska Energy Authority 3. PUBLIC ROLL CALL Shauna Howell, Alaska Energy Authority Don Stead, Homer Electric Association Doug Hall, Anchorage Municipal Light & Power Bob Price, Anchorage Municipal Light & Power Rick Miller, Anchorage Municipal Light & Power Ed Reubling, Anchorage Municipal Light & Power Ron Saxton, AterWynne Michelle Detweiler, AterWynne Dave Carlson, Southeast Conference Mike Cunningham, Chugach Electric Association (teleconference) John Cooley, Chugach Electric Association Jim Walker, Matanuska Electric Association (teleconference — observer) Brian Hickey, Chugach Electric Association (teleconference) Page 1 of 3 4. PUBLIC COMMENT There were no public comments. 5. AGENDA COMMENTS The FERC issue was added as Item 8C. 6. APPROVAL OF MEETING MINUTES — May 20, 2003 and September 24, 2003 Mr. Posey moved to approve the meeting minutes of May 20, 2003, and September 24, 2003. Seconded by Mr. Eckert. A voice vote was taken, and the minutes were unanimously approved. TA. Election of Officers (Resolve Vice Chair Issue) At the previous meeting, the election of officers was held. The committee voted to accept the slated officers currently standing. There was a mis-noted person stated as Vice Chair at the last meeting, which needed to be changed to reflect the true Vice Chair. Dave Calvert was on the slate as the official Vice Chair. Dave Calvert and Jim Posey were nominated. The committee voted Jim Posey as the new Vice Chair. 7B. Briefing on Bradley Lake Responsibilities Ron Saxton Ron Saxton gave an overhead presentation of the responsibilities (see attached handouts). 7C. Response Regarding Inquiries on Bradley Transfer Art Copoulos Mr. Copoulos stated “AIDEA/AEA’s comment on that was that it would be inappropriate at this time to discuss a disposition of assets at least until the Statewide Energy Plan is completed and the utility IRP study that is currently underway.” 8A. Next Meeting Date The next meeting will be at the call of the Chair. 8B. Insurance/Risk Assessment Scope of Work/Signed Copoulos Mr. Copoulos gave a brief overview of the letter from Warren, McVeigh & Griffin dated September 19, 2003, regarding the proposal to perform risk and insurance review for Bradley Lake. Mr. Copoulos will meet with Mike Cunningham to discuss and go over questions. 8C. FERC Issue Copoulos FERC had been contacted and there are plans to visit them on November 3, 2003, to lay out the maps and give an overview and get their input on how we can work best with the Washington, D.C. office. This meeting is timed with other PMC members already being in that area so that if need be to contact them and coordinate a group gathering, location will allow it. A report will be brought to the PMC after the November 3” meeting. Page 2 of 3 Update on Runner Cracks Don Stead Three new cracks have been found in one runner. Those cracks have been excavated and have had Bacon Donaldson come in to provide support on the excavation and weld repairs. A boat sample was done. A section was cut out and sent with Bacon Donaldson to be analyzed. That analysis showed that the crack is a fatigue crack, more than likely caused by significant oscillation events. These cracks are being caused by the power oscillations that the runner is seeing. Fuji has been notified and they are awaiting a report from Bacon Donaldson talking about the-cracks. One runner crack repair has been done and was tested to see if it passed. Believe that the repair method is effective and have started repairs on the other cracks in runner. The O&D committee has added the additional response that every six months they will shut down and do a check of the runner. 9. ADJOURNMENT The meeting was adjourned at 11:00 a.m. BY: Steve Haagenson, Chairman ATTEST: Alaska Energy Authority, Secretary Page 3 of 3 Bradley Lake Project Management Committee An Introduction to the BPMC’s Functions and Responsibilities Presentation Compiled by Ater Wynne, LLP October 2003 Bradley Lake PMC * Membership * Alaska Energy Authority (AEA) * Chugach Electric Association (Chugach) ‘* Golden Valley Electric Association (GVEA) + Anchorage Municipal Light & Power (ML&P) * Homer Electric Association (HEA) * Matanuska Electric Association (MEA) * Seward Electric System (Seward) * Alaska Electric Generation & Transmission Co-op (AEG&T) BPMC Powers & Authority * Key documents that set forth the BPMC’s powers and authorities: — 1987 Power Sales Agreement — Bradley PMC Bylaws — 1989 AEA Power Revenue Bond Resolution Power Sales Agreement * Termination (PSA s.2): — 50 years after date of Commercial Operation, or — no Bonds outstanding under the Bond Resolution, whichever occurs later. * Renewal (PSA s.2): — Any purchaser may renew for additional successive terms up to the useful life of the project. — If not all parties renew, percentage shares will be reallocated accordingly. + Agreement is a Take or Pay obligation (PSA s.7): — Each Purchaser will make payments as required under the PSA notwithstanding a suspension or reduction in the amount of power supplied by the Project. Objectives of the BPMC Article 1 of the Bylaws sets forth the objective of the PMC as follows: * Responsibility for the management, operation, maintenance, and improvement of the Bradley Lake Project, subject to the non-delegable duties of the AEA. Representative Appointment and Voting * Each utility member of the BPMC designates one voting representative and one alternate representative to the BPMC. * Each utility member must notify, in writing, all other members of the names, addresses and telephone numbers of the designated and alternate representatives. * No Committee member shall obtain an additional vote through merger with, acquisition of , or assignment from any other Committee member, and AEG&T shall not have a direct vote, but is represented by and through HEA and MEA each of which is entitled to vote as a Purchaser member. * Quorum = 5 members Purchaser’s Percentage Shares of Project Capacity and Annual Project Costs AEG&T 25.8% (MEA = 13.8%; HEA = 12.0%) Chugach 30.4% GVEA 16.9% ML&P 25.9% Seward 1.0% BPMC Responsibilities — Project management, operation, maintenance and improvement — Budgets and audits — Procedural: adopt rules of procedure, hold meetings, elect officers, establish subcommittees (as needed), dispute resolution, hire consultants, etc. * Operation and Maintenance (PSA s.13). — Operate and maintain the Project. — Adopt maintenance schedules for the Project. * Scheduling, Production, and Dispatch of Project Power (PSA s.13). — Adopt procedures for scheduling, production, and dispatch of Project power. + Water Allocation (PSA s.13). — Establish procedures for the use of each Purchaser’s Water Allocation. 10 * Required Project Work (PSA s.13). — Work required to keep project in good and efficient operating condition. — Evaluate and select among alternative methods (if any) of carrying out and funding Required Project Work. * Optional Project Work (PSA s.13). — Adopt provisions to evaluate and approve Optional Project work and to determine the compensation (if any) to be provided if the Committee approves such Optional Project Work. — Only if approved by utilities (AEA cannot force) — BPMC must determine which utilities are benefited and which, if any, are adversely impacted, and allocate expense and compensation accordingly. * Insurance Determination (PSA s.13). — Make an initial determination of customary insurance (within the meaning of Section 714 of the Bond Resolution), and determine the appropriate amount of insurance for the Project and obtain same (in addition to-other insurance that may be required by the Bond Resolution). * Electric Power Reserves (PSA s.13). — Adopt and implement procedures relating to electric power reserves for the Project. 13 * Renewal and Continuity Reserve Fund. — Consider the need for and approve an additional amount to be added to the Renewal and Continuity Reserve Fund above the Renewal and Continuity Reserve Requirement provided in the Bond Resolution. 14 ¢ Limitation on Certain Contracts: — Section 10(d) of the PSA lays out the conditions under which other take or pay contracts for power can be entered into by the Purchasers, e.g., * No Purchaser can enter into a take or pay contract for power outside of the PSA if payments for that power are equal to or greater than the Purchaser’s obligations under the PSA, unless: — the contract is for two years or less and payment obligations under the contract are on parity with the Purchaser’s payment obligations under the PSA — a formal opinion has been obtained from a Consultant that the contract will contribute to the business of the Purchaser’s System in accordance with Prudent Utility Practice and contract will not impair the ability of the Purchaser to raise revenues sufficient to meet its obligations under the PSA. 15 + Sales, mergers and assignments (PSA S.17(c)) — No Purchaser shall abandon, sell, mortgage, lease or otherwise dispose of the Purchaser’s system or any assets of that system or assign the PSA or any interest thereunder to any assignee or ‘successor in interest. unless: * consented to by majority of utilities and AEA, or * made to other BPMC utility, or + limited to surplus assets, or * consultant certifies such action will not adversely impact utilities ability to perform 16 * Special Provisions — Establish Accounts if No Bonds Outstanding — Excess Payments 17 Budget Process ¢ Fiscal Year (PSA s.1(r)): July 1 - June 30 Committee’s Duties in the Budget Process (Bylaws Art.9). — The Committee is responsible for adopting a detailed budget process. The annual budget must include: amounts required for debt service on any outstanding bonds; amounts required for reserved funds created by bond resolution; and costs of producing and delivering power. The budget may include amounts for non-bond funding of additional Project work. 18 - Budget “Default’(PSA s.13(e)). Each fiscal year, adopt and revise (as necessary) a budget of Annual Project Costs. + Ifthe Committee fails to adopt a budget by the ninetieth (90) day prior to the beginning of a fiscal year (April 2), then AEA may adopt the budget. 19 * Types of Annual Project Costs (PSA s.8) Debt Service on Construction and Acquisition Bonds Debt Service on other Bonds Amounts required for restoration of funds established under the Bond Resolution to appropriate levels Payment for required project work Payments into Funds established under the Bond Resolution Operation and Maintenance costs Insurance costs AEA Administrative costs Committee costs Other Project costs as deemed necessary by the Committee 20 10 + Estimated Annual Payment Obligation (PSA s.13(c)). — Each fiscal year, establish each Purchaser’s estimated Annual Payment Obligation, including a schedule of equal monthly payments that each Purchaser must make during that fiscal year. + If the Committee fails to establish each Purchaser’s Annual Payment Obligation in a timely fashion, then AEA may do so. 21 * Actual Annual Project Costs and Actual Annual Payment Obligation (PSA s.13(c)). — Determine the actual Annual Project Costs after the conclusion of each fiscal year, the actual Annual Payment Obligation for each Purchaser, and the amount of any additional payment required from (or refund to be given to) each Purchaser. + If the Committee fails to determine the actual Project Costs in a timely fashion, then the Authority may do so. 22 Hi ¢ Audit (Bylaws Art. 9.3) — An annual audit shall be performed by qualified independent auditors selected by the Committee, to be completed on or before the first day of December of each year. * Capital Asset Acquisition and Accounting (Bylaws Art. 9.4) — AEA owns and controls all assets that are part of the Project — Asset = value of $500 or more, a useful life of at least one year, and substantially comprises a Retirement Unit as listed in the Federal Energy Regulatory Commission List of Retirement Units, as amended from time to time — Committee control and management of capital assets — AEA as “Purchasing Agent” on behalf of PMC : 23 * Funds Required to be Established by Bond Resolution laws Art. 10 — Construction Fund — Debt Service Fund — Capital Reserve Fund — Renewal and Contingency Reserve Fund — Revenue Fund — Operating Fund — Revolving Construction Fund . 24 12 Procedural Duties Article 5 of the Bylaws sets forth the following: + Rules of Procedure. Adopted for the selection of Committee officers, conduct of Committee meetings, dispute resolution, approval of Consultants, modification of procedural rules and applicable voting requirements (the Bylaws). + Annual Meeting. First regular meeting of the Fiscal Year (July 1 through June 30), to elect officers and transact such other business as may come before the meeting. + Regular Meetings. Held at least quarterly. * Special Meetings. Called by the Chairman .or by three members of the Committee at any time and advising the Secretary of the Committee. Business at a special meeting is limited to the purpose stated in the notice of special meeting. Reasonable written notice needs to be given prior to the meeting. 25 + Notice of Meetings. Public notice is given by the Secretary of the Committee for all meetings of the Committee. Notice required at least five (5) days before date of meeting by mail. + Notice published once in the designated newspaper of the Committee (Anchorage Daily News) + A notice of a meeting includes date, time and place of the meeting, and if the meeting is by teleconferencing, the location of a teleconferencing facility equipped with a speaker-telephone or similar listening device. + Itis the intent of the Committee to give the best notice possible to the public of all its transactions, but the inadvertent failure to accomplish any one of the notice requirements shall not invalidate any action of the Committee. 26 13 Waiver of Notice. Whenever any notice is required to be given to. any member a waiver of the notice in writing, signed by the person or persons entitled to such notice, whether before or after the time stated in the notice, is deemed equivalent to giving notice. Place of Meetings. The Chairman of the Committee may designate any place for any annual, regular or special meeting. Teleconferencing. Meetings may be held by teleconference. Minutes of Meetings. Written minutes shall be kept for all regular and special meetings of the Committee. Minutes of Committee meetings shall be mailed to each member following each meeting. The official copy of each minutes shall be signed by the Chairman and the Secretary. 27 Manner of Acting. + Committee actions may be taken by any reasonable voting method, provided that any member may request a public roll call vote. All actions taken via teleconferencing shall be by roll call vote. + Except for those matters which expressly require alternative voting procedures, the act of a majority of votes taken during a meeting at any time when a quorum is present, shall be an act of the Committee, and binding on the members. + A representative who is present at a meeting of the Committee at which action on a Committee matter is taken shall be presumed to have assented to such action unless the representative's dissent is both indicated and recorded at the time of the action. 28 14 * Voting Arrangements and Requirements (Bylaws Art.5.10): — Actions that require the affirmative vote of at least four representatives of the Purchasers whose percentage shares of Project capacity are greater than 51%, but no action by the Authority: + Adopting procedures for scheduling, production and dispatch of Project power. + Selecting alternative methods not involving AEA for funding Required Project Work. + Establishment of procedures for the use of each Purchaser's Water Allocation, except that the Authority's affirmative vote shall be required for any water allocation decision which affects performance of the Authority's obligation under its FERC license. 29 — Actions requiring the affirmative vote of at least four representatives of the Purchasers, whose percentage shares of Project capacity are greater than 51 % plus the affirmative vote of AEA: + Arrange for the operation and maintenance of the Project. + Adopt budget of Annual Project Costs. + Establish the estimated Annual Payment Obligation of each Purchaser, together with a schedule for each Purchaser of equal monthly payments that such Purchaser is required to make during that year. + After the end of the FY, determine the actual Annual Project Costs. 30 15 Evaluate necessity for and scheduling of Required Project Work. Determine appropriate amount of and obtain insurance for or related to the Project. Adopt additional minimum funding amounts for the Renewal and Contingency Reserve Fund above that required by the Bond Resolution. Select among alternative methods that involve AEA for funding Required Project Work. Adopt or amend procedural rules of the Committee except for procedures for dispute resolution which shall be adopted or amended by unanimous agreement. 31 Adopt maintenance schedules for the Project. If and when no Bonds are outstanding, determination of rules, procedures and accounts necessary to manage the Project. Evaluation and approval of Optional Project Work and the compensation for such work. Application of insurance claims proceeds not governed by the bond resolution. Approval of procedures and any individual utility agreements relating to electric power reserves for the Project in accordance with Section 5 of the Power Sales Agreement. The approval (including possible pre-approval) of consultants. 32 16 — The unanimous concurrence of all Committee members is necessary for: + Adoption of procedures for dispute resolution. — A majority of Committee votes, with each Member receiving an equal vote (including AEA) is required for: + Election of officers. 33 * Conduct of Meetings (Bylaws Art. 5.11): — Robert’s Rules of Order — Open Meetings Policy + Although not required to do so, the BPMC has determined that Alaska public policy favors openness and public access and the Committee desires to conduct its business in public in accordance with certain policies outlined in the Bylaws. 34 17 — The Conduct of Executive Sessions and Topics to be Discussed in Executive Session + Matters the immediate knowledge of which would clearly have an adverse effect upon the finances of the Authority or the Project. + Subjects that tend to prejudice the reputation and character of any person; provided, however, the person may request a public discussion; + Matters which by law, municipal charter or ordinance are required to be confidential. + Matters discussed with an attorney for the Committee or a member of the Committee, the immediate knowledge of which could have an adverse effect on the legal position of the Committee or the Authority. 35 — The Open Meetings Policy does not apply to: + Meetings at which a quorum is not present; + Informal discussions, by telephone or otherwise, among members of the Committee, at which votes are not taken and official business is not conducted; or * Meetings and discussions, formal or informal, of Committee members in which all participants indicate they are acting individually as representatives of the Parties to the Agreement and not as the assembled Committee, and at which no Committee business is conducted and no votes are taken. 36 18 * Special Purpose Committees (Bylaws Art. 6) — The BPMC may appoint special purpose committees, however, these committees may only act upon PMC matters when given prior authorization by the PMC to do so. — The PMC grants authorization by adopting a resolution detailing in writing the purpose and scope of the committee. ¢ Election of Officers (Bylaws Art.7). — Elect a Chairman, Vice Chairman, Secretary/Treasurer, and other officers and agents as necessary,. The Committee is responsible for determining the officers’ term and duties. + The Committee may remove any officer upon the vote of five Committee members. ag + Dispute Resolution (Bylaws Art.12). — Adopt procedures for the resolution of disputes that may arise between the parties to the Power Sales Agreement regarding the meaning of its terms. + Expense Reimbursement (Bylaws Art.13) — Each Member will be reimbursed for the cost of travel and per diem necessary for its representative and alternate to attend meetings of the Committee in the amount of $150.00 per day. 38 19 * Authority May Take Required Actions if Committee Fails to Do So (PSA s.13(e). — AEA has been granted the default authority to take any action it deems necessary to manage and maintain the Project according to Prudent Utility Practice if the PMC fails to carry out its duties. — AEA may take any other action which it believes to be required in order for it to comply with federal or state law, the orders of licensing and regulatory agencies, the Bond Resolution, or the PSA. 39 20 BRADLEY PROJECT MANAGEMENT COMMITTEE BYLAWS ARTICLE 1 ARTICLE 2 ARTICLE 3 ARTICLE 4 ARTICLE 5 ARTICLE 6 ARTICLE 7 ARTICLE 8 TABLE OF CONTENTS Statement of Objectives; [4 /)~ am sis © | tc) 2 er ie eile -l|> 1 Authority of Bradley Project Management Committee: | ope a clnsac eae de else sacs din aie dee 5 2 Offices ||| 5 5 c)ls cle luo hese Je Hete clots. ae ale shoo 3 Represemtatives|| rly cuenciler-asiie eyed ell aireliel rel eet lie hc elon 4 Committee: Meetings << 555. fe See be ee sale Heals - 5 Sul AnnualiMeeting)| 4 else ee ea aie aie ae 5 5\2 ‘Regular/Meetings, “5 ie oe Soc see age 3m os 5 5:3, Special Meetings) 55s hia ie lee ere fe) or ole site) ator 5 Stay Notice of Meetings! eaten yn ole te ade aie ae 5 5.5 Waiver of Notice, «566645 56 seus soe de se 6 5:6) Place of, Meetings = 5-6 = 6 Sale ole He en cle oie ere 6 S37) eleconferencing)|| oh. sso oe ae ase sie aac 6 5.8: Minutesiof Meetings) «2 46 = 35 555 a6 sae6 de 55 6 5.9) Quorum) gic slaaee aes eae sae se ame aie cle a 6 5.10 Manner of Acting .....-...-.........-.2.-. 6 Soll Open Meetings! gop se ase see ae yates a 9 Committees) — oie sia She eae ch lees ee lh rate ol os tle ll Gr Designation rayne ole eee Siar 11 62 Powers aie sicce mectiae aoe sine 30 eae ol. 4 11 623) OTM a 5 ails altemaiys low be Ses ole cil ce lef oe love wylte eee all ne Officers are aici ge ac ole aie ls 12 del (Number Sic sic as slocie ae oe las ce echoes Gls oes 12 a2, Election and Term) of Office 2 5)5 4e 4s ae ca 42 12 ds) (Removal dia siece ace se ase wee ka Nm ale Hl ol 12 We4! \Vacaiwies |< ajeeis edie le ae ole ole ee Sele Bole 12, 7.5 Separation of the Office of Treasurer from that of Permanent Secretary ........... 12, 7416 (Chairmaw ||, a) els sie lt a ooo ae wee Ye ee ole eo ale 12, ei Nace; Chairmanee rar ees eee ee ie Peele 13 428 Secretary/reasurer ent ae see aie ee saclay ale 15 Indemnification, 07/1. -)) 1) aeons ebeeae sae 14 i - BRADLEY PROJECT MANAGEMENT COMMITTEE BYLAWS (12-1-93) ARTICLE 9 - ARTICLE 10 ARTICLE 11 ARTICLE 12 ARTICLE 13 ARTICLE 14 TABLE OF CONTENTS (cont.) Annual Budgets and Determination of Rates ......... 15 9.1 Budget Process Prior to Project C@onmpletion)i43. fg es) os ee a See 5 9.2 Budget Process Following Project Completion .. 63 2.2205. eee re 15 9.3 Auditing Standards and Procedures. . 2... 2.2... 16 9.4 Standards for Capital Asset Acquisition and Accounting ................4. Pee lG Committee Funds and Assets... .....-.-5.-.-2...-- 18 10,1 Required Funds.. ....:.02..8 06 ere. ire A Ro. 18 Project Insurance ..:.t: ue ee atte Site 2. ho ee 19 1. SCoyerage Natmnits 5 cag see see se ey sean sete ee erage 19 11:2 Self-Insurance . i: tus 505. 2 a ie wt ee eee es 19 11.3 Insurance Claim Proceeds ..... 2... 222.0... 19 11.4 Annual Review ...........-22...2 2.000. 19 Procedures for Dispute Resolution ............... 20 121 Procedural! Rules oreo si siocu cites ss. se sneiensatweesnenen-s 20 12-2 Authority; oc oe soe see ome eros 5 20 12.3 Judicial Review. ........2.2.2.22.......-..- 20 12.4 Arbitration .............2.2.........-- 20 12.5 Costs of Arbitration .............2...... 20 Reimbursement of Travel and Per Diem Expenses ......... Goce ee eee 21 13.1 Committee Meetings.................... 2 13.2 Special Purpose Committee Meetings ......... DA Other Policies \2e5 sr oe os oe ee nese Anes 22 14.1 Numbering of Resolutions ................ 22 14.2 Definition of Terms .................... 22 14.3 Amendment of Bylaws .................. 22 ii - BRADLEY PROJECT MANAGEMENT COMMITTEE BYLAWS (12-1-93) BYLAWS OF BRADLEY PROJECT MANAGEMENT COMMITTEE ARTICLE 1 STATEMENT OF OBJECTIVES The Project Management Committee (the "Committee") shall be responsible for the management, operation, maintenance, and improvement of the Bradley Lake Project (the "Project"), subject to the non-delegable duties of the Alaska Energy Authority (the " Authority"). All Committee members have a substantial long-term interest in'the’ Project. The responsibilities of the Committee evolve in accordance with the Authority’s ownership of the Project, and the Purchaser’s obligations to pay the Project’s annual costs and right to use the Project’s power production. These Bylaws set forth the procedural rules of the Bradley Project Management Committee established pursuant to the Bradley Lake Power Sales Agreement and policies adopted by the Committee. 1 - BRADLEY PROJECT MANAGEMENT COMMITTEE BYLAWS (12-1-93) ARTICLE 2 AUTHORITY OF BRADLEY PROJECT MANAGEMENT COMMITTEE The Bradley Project Management Committee exists and operates pursuant to the terms of ‘the Bradley Lake Hydroelectric Project Agreement for the Sale and Purchase of Electric Power ("Power Sales Agreement" or "Agreement"). 2 - BRADLEY PROJECT MANAGEMENT COMMITTEE BYLAWS (12-1-93) ARTICLE 3 os OFFICES ‘) The Committee shall have no physical office but shall have a mailing address at the Alaska Energy Authority whose representative is the permanent Secretary of the Committee. 3 - BRADLEY PROJECT MANAGEMENT COMMITTEE BYLAWS 5 (12-1-93) <4 ARTICLE 4 REPRESENTATIVES The Committee shall consist of the Authority and the Purchasers, including as Purchasers for this purpose both Homer Electric Association, Inc. ‘and Matanuska Electric Association, Inc., for themselves and for AEG&T as a Purchaser represented by and through these utilities. No Committee member shall obtain an additional vote through merger with, acquisition of, or assignment from any other Committee member, and AEG&T shall have no direct vote, but shall be represented by and through Homer Electric Association, Inc., and Matanuska Electric Association, Inc., each of which shall be entitled to vote as a Purchaser member for purposes of Committee procedure. Each Committee member entitled to vote shall designate one representative and one alternate representative to the Committee. Each member shall notify all other members in writing of the names, addresses and telephone numbers of its representative and designated alternate. Any member may change its designated representative or alternate representative at any time and shall promptly provide written notice of such change to the members. The alternate representative shall serve as the designated representative in the absence of the designated representative. 4 - BRADLEY PROJECT MANAGEMENT COMMITTEE BYLAWS (12-1-93) ARTICLE 5 COMMITTEE MEETINGS 5.1 Annual Meeting. The annual meeting of the Bradley Project Management Committee shall be the first regular meeting of the Fiscal Year (July 1 through June 30), for the purpose of electing officers and transacting such other business as may come before the meeting. 5.2 Regular Meetings. Regular meetings shall be held at least quarterly, with the specific date and time to be determined by the Committee. 5.3 Special Meetings. Special meetings of the Bradley Project Management Committee may be called by the Chairman or by three members of the Committee at any time by so advising the Secretary of the Committee. Business at a special meeting of the Committee shall be limited to the purpose stated in the notice of such special meeting. 5.4 Notice of Meetings. Public notice shall be given by the Secretary of the Committee for all meetings of the Committee. 5.4.1 Notice of regular meetings shall be given at least five (5) days before the date of the meeting by: (a) mailing notice to all Committee members, alternates, and persons or organizations who have filed with the Committee a written request to receive notice, and (b) publishing notice once in the designated newspaper of the Committee. 5.4.2 A notice of a meeting shall include the date, time and place of the meeting, and if the meeting is by teleconferencing, the Tocation of a teleconferencing facility that is equipped with a speaker-telephone or similar listening device. 5.4.3 Written notice of special meetings shall be given, as reasonable, before the time specified for such meeting. Such notice of special meetings shall state the purpose or purposes for which the meeting is called. Business at a special meeting shall be limited to the purposes stated in the notice of such special meeting. 5.4.4 It is the intent of the Committee to give the best notice possible to the public of all its transactions, but the inadvertent failure to accomplish any one of the notice requirements shall not invalidate any action of the Committee. 5 - BRADLEY PROJECT. MANAGEMENT COMMITTEE BYLAWS (12-1-93) 5.4.5 The designated newspaper of the Committee is the Anchorage Daily News. 5.5 Waiver of Notice. Whenever any notice is required to be given to any member a waiver of the notice in writing, signed by the person or persons entitled to such notice, whether before or after the time stated in the notice, shall be deemed equivalent to the giving of such notice. 5.6 Place of Meetings. The Chairman of the Committee may designate any place as the place of meeting for any annual, regular or special meeting of the Committee. 5.7 Teleconferencing. Attendance and participation by any or all representatives of the members at any meeting of the Committee may be by teleconference. The votes at a meeting held by. teleconference shall be taken by roll call. Materials that are to be considered. at a meeting that is by teleconference shall be made available at the teleconference locations. Participation by such means shall constitute presence in person at a meeting. 5.8 Minutes of Meetings. Written minutes shall be kept for all regular and special meetings of the Committee. Minutes of Committee meetings shall be mailed to each member following each meeting. The official copy of each minutes shall be signed by the Chairman and the Secretary. 5.9 Quorum. At all meetings of the Committee, the presence of the representatives of any five members shall constitute a quorum for the transaction of business, except as otherwise provided in the Power Sales Agreement. 5.10 Manner of Acting. 5.10.1 Committee actions may be taken by any reasonable voting method, provided that any member may request a public roll calf vote. All actions taken via teleconferencing shall be by roll call vote. 5.10.2 Except for those matters which expressly require alternative voting procedures, the act of a majority of votes taken during.a meeting at any time when a quorum is present, shall be an act of the Committee, and binding on the members. 5.10.3 A representative who is present at a meeting of the Committee at which action on a Committee matter is taken shall be presumed to have assented to such 6 - BRADLEY PROJECT MANAGEMENT COMMITTEE BYLAWS (12-1-93) action unless the representative’s dissent is both indicated and recorded at the time of the action. 5.10.4 The following matters shall require the affirmative vote of at least four representatives of the Purchasers whose percentage shares of Project capacity are greater than 51%. Such matters do not require action by the Authority. 1. Adopting of procedures for scheduling, production and dispatch of Project power. 2. Selection among alternative methods that do not involve the Authority for funding Required Project Work. 3. Establishment of procedures for the use of each Purchaser’s Water Allocation, except that the Authority’s affirmative vote shall be required for any water allocation decision which affects performance of the Authority’s obligation under its FERC license. 5.10.5 The following matters shall require the affirmative vote of at least four representatives of the Purchasers, whose percentage shares of Project capacity are greater than 51% plus the affirmative vote of the representative of the Authority. 1. Arrange for the operation and maintenance of the Project. 2. Adoption of budget of Annual Project Costs. 3. Establish for each Fiscal Year the estimated Annual Payment Obligation of each Purchaser, together with a schedule for each Purchaser of equal monthly payments that such Purchaser shall be required to make during that year. . 4. Determine after the conclusion of each fiscal year the actual Annual Project Costs. . 5. Evaluation of necessity for and scheduling of Required Project Work. 6. Determine the appropriate amount of and obtain insurance for or related to the Project. 7 - BRADLEY PROJECT MANAGEMENT COMMITTEE BYLAWS (12-1-93) 5.10.9 7. Adoption of additional minimum funding amounts for the Renewal and Contingency Reserve Fund above that required by the Bond Resolution. 8. Selection among alternative methods that involve the Authority for funding Required Project Work. 9. Adoption or amendment of procedural rules of the Committee except for procedures for dispute resolution which shall be adopted or amended by unanimous agreement. 10. Adoption of maintenance schedules for the Project. 11. If and when no Bonds are outstanding, determination of rules, - procedures and accounts necessary to manage the Project. 12. Evaluation and-approval of Optional Project Work and the compensation for such work. 13. Application of insurance claims proceeds not governed by the bond resolution. 14. Approval of procedures and any individual utility agreements relating to electric power reserves for the Project in accordance with Section 5 of the Power Sales Agreement. 15. The approval (including possible pre-approval) of consultants. In the following matters, the unanimous concurrence of all Committee members shall be necessary for an action to Be taken: (a) Adoption of procedures for dispute resolution. 5.10.10 Certain matters shall require a majority of Committee votes, with each Member receiving an equal vote (including the Authority): (a) Election of officers. 5.10.11 Conduct of Meetings. Robert Rules of Order shall govern the conduct of Committee meetings except where in conflict with specific procedural rules adopted by the Committee. 8 - BRADLEY PROJECT MANAGEMENT COMMITTEE BYLAWS (12-1-93) 5.11 Open Meetings. The Committee has determined that Alaska public policy favors openness and public access and the Committee desires to conduct its business in public in accordance with the following policies: 5.11.1 The Committee recognizes that meetings between the Authority and public utilities concerning a wholesale agreement for the sale of power or other matter exempted from review under AS 42.05.431(c) (which are contracts for wheeling, storage, regeneration or wholesale repurchase of power between the Authority and public utilities entered into between October 31, 1987 and January 1, 1988), are required to be open to the public under AS 42.05.431(d) and 44.62.310. 5.11.2 All formal meetings of the Committee and its special purpose committees shall be open to the public except as otherwise provided in these Bylaws. 5.11.3 Executive Sessions. If any subjects to be discussed at a meeting are subjects that may potentially be discussed in an executive session, the meeting shall first be convened as a regular or special meeting and the question of holding an executive session to discuss matters that come within the exceptions contained in Section 5.11.4 of this rule shall be determined by a majority vote of the Committee. No subjects may be considered at the executive session except those mentioned in the motion calling for the executive session unless auxiliary to the main question. Formal action may not be taken during the executive session. Only members of the Committee, designated alternates, and attorneys for members of the Committee may attend an executive session, unless the motion calling for the executive session specifies other persons whom the Committee wishes to attend. 5.11.4 The following excepted subjects may be discussed in an executive session: 1. Matters the immediate knowledge of which would clearly have an adverse effect upon the finances Of the Authority or the Project. 2. Subjects that tend to prejudice the reputation and character of any person; provided, however, the person may request a public discussion; 3. Matters which by law, municipal charter or ordinance are required to be confidential. 4. Matters discussed with an attorney for the Committee or a member of the Committee, the immediate knowledge of which 9 - BRADLEY PROJECT MANAGEMENT COMMITTEE BYLAWS (12-1-93) we could have -an. adverse effect on the legal position of the Committee or the Authority. 5.11.5 Sections 5.11.2, 5.11.3, 5.11.4 and 5.11.5 shall not apply to: 1. .Meetings at which a quorum is not present; 2. Informal discussions, by telephone or ‘otherwise, among members of the Committee, at which votes are not taken and official business is not conducted; or 3. Meetings and discussions, formal or informal, of Committee members. in’ which ‘all participants. indicate. they are acting individually as representatives of the Parties to the Agreement and not as the assembled Committee, and at which no Committee business is conducted and no votes are taken. 10 - BRADLEY PROJECT MANAGEMENT COMMITTEE BYLAWS (12-1-93) ARTICLE 6 COMMITTEES 6.1 Designation. The Committee may appoint special purpose committees from time to time, subject to such conditions as may be prescribed by the Committee. The designation of any such committee shall not relieve the Committee or any member of the Committee of any responsibility imposed by law or the Agreement. 6.2 Powers... Special purpose committees may only act upon Committee matters when given prior authorization by the Committee. The Committee will formalize the authorization by adopting a resolution which details the scope of the special purpose committee’s authority to act. Decisions made bya special purpose committee shall be by affirmative vote of a majority of the members of a special purpose committee, unless otherwise directed by the Committee. 6.3 Term. The members of each special purpose committee shall serve from the -date of appointment until the date of the next annual meeting of the Committee. 11 - BRADLEY PROJECT MANAGEMENT COMMITTEE BYLAWS (2-1-94) Sw” ARTICLE 7 OFFICERS 7.1 Number. The officers of the Committee shall initially consist of a Chairman, a Vice Chairman, and a Secretary/Treasurer. Under subsection 7.5., below, the Committee may later decide to separate the offices of Secretary and Treasurer. The offices of Chairman and Secretary shall not be held by the same person. The Committee may elect such other officers and agents as it shall deem necessary, who shall hold office for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Committee. The Committee may, by separate resolution, provide for the indemnification of its officers, members and the members of any special purpose committees appointed by the Committee. 7.2 Election and Term of Office. Initially only the Chairman and Vice Chairman shall be elected by the Committee at its annual meeting. The Authority representative shall be the permanent Secretary/Treasurer. In the event that the office of Treasurer is separated from that of Secretary under the provisions of 7.5., below, the Treasurer will become an annually elected officer, while the Authority representative will retain the position of permanent Secretary. Only Committee members or alternates shall be eligible to serve as officers. Each officer shall hold office until a successor is elected and accepts office unless the officer resigns or is removed by the Committee.. 7.3 Removal. Any officer elected by the Committee may be removed upon the vote of five members of the Committee. 7.4 Vacancies. In the event any vacancy occurs in any elected office of the Committee, the remaining members of the Committee shall elect.a successor to the office at the next regular meeting of the Committee. 7.5 Separation of the Office of Treasurer from that_of Permanent Secretary. Upon the vote of a majority of the Committee member’. (unweighted for percentage share), the offices of Secretary and Treasurer shall be separated, and an election held to fill the Treasurer’s office until the next regular election of officers. Upon separation of those offices, the Treasurer shall become an annually elected office, retaining only the "Treasurer duties” of 7.8.2.. Upon separation of these officers, the representative of the Authority will remain the permanent Secretary, retaining only the "Secretary duties" of Ta81 7.6 Chairman. The Chairman shall preside at all meetings of the Committee and shall perform such other duties and have such other powers as the Committee may pre- scribe, subject to the limitations set forth in the Power Sales Agreement. 12 - BRADLEY PROJECT MANAGEMENT COMMITTEE BYLAWS (12-1-93) 7.7 Vice Chairman. The Vice Chairman shall act under the direction of the Chairman, and in the absence or disability of the Chairman or if the office of the Chairman is vacant, shall perform the duties of the Chairman, and from time to time shall perform such other duties and have such other powers as the Chairman or Committee may prescribe, subject to the limitations set forth in the Agreement. 7.8 Secretary/Treasurer. The following duties will be ‘assigned to the Secretary/Treasurer until such time that the Committee determines they should be separated under the provisions of 7.5., at which time the Secretary will retain only the Secretary Duties and the Treasurer shall retain only the Treasurer Duties. 7.8.1. Secretary Duties The Secretary/Treasurer shall act under the direction of the Chairman in regards to secretarial duties. Subject to the direction of the Chairman or the Committee, the Secretary/Treasurer shall attend all meetings of the Committee and keep a record of the proceedings. In the Secretary/Treasurer’s absence, the Chairman shall designate another member of the Committee to keep a record of the proceedings. The Secretary/Treasurer shall perform like duties for committees when required. The Secretary/Treasurer shall give or cause to be given notice of all meetings of the Committee and special meetings of the Committee and: shall perform. such other duties as may be prescribed’ by the Chairman or the Committee. The Secretary/Treasurer may incur reasonable expenses associated with keeping a record of the proceedings, including the compensation and travel costs incurred to retain a person to keep such records. 7.8.2 Treasurer Duties. The Secretary/Treasurer shall act under the direction of the Committee in regards to Treasurer duties. Subject to the direction of the Committee, the Secretary/Treasurer shall have control of the Committee funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Committee, and shall immediately deposit all monies and other valuable effects in the name and to the credit of the Committee i in such depositories as may be designated by the Committee. The Secretary/Tredsurer shall: disburse the funds ‘of the Committee as may be ordered by the Committee, taking proper vouchers for such disbursements, and shall render to the Chairman and the Committee at its regular meetings or when the Committee so requires, an account of all the Secretary/Treasurer’s transactions as Secretary/Treasurer and of the financial condition of the Committee. The Committee shall secure a bond in an adequate amount to cover the actions of the Secretary/Treasurer. 13 - BRADLEY PROJECT MANAGEMENT COMMITTEE BYLAWS (12-1-93) ARTICLE 8 INDEMNIFICATION To the extent legally permitted and financially able to do so from Committee- controlled assets, the Committee shall indemnify and hold its Committee members and officers harmless against all claims and liabilities which they or any of them incur as a party defendant to any proceeding (other than a proceeding filed by or in the right of the Committee), based on any authorized.action of any such person as a Committee member or as an officer of the Committee within the scope of the Committee ‘member’s office. For purposes of this provision, "Committee member" means a Committee representative, an alternate Committee representative, an authorized agent of the Committee who is otherwise employed by the Committee, the Purchasers or.any authorized employee of the Committee. 14 - BRADLEY PROJECT MANAGEMENT COMMITTEE BYLAWS (12-1-93) ARTICLE 9 ANNUAL BUDGETS AND DETERMINATION OF RATES 9.1 Budget Process Prior to Project Completion. 9.1.1 Prior to Project completion, the Power Sales Agreement does not require any "budget process." The Purchasers determine what expenses to incur and how to fund them (the Authority is not a party to these decisions. or payment obligations). The. only Committee expenses during this period will be those related to Committee activity or costs incurred by individual Purchasers and agreed to be shared by other Committee members. No Authority costs will be eligible for utility payment during this period, nor will the Authority have any obligation to share in the payment of Committee expenses. 9.2 Budget Process Following Project Completion. The Agreement and Bond Resolution provides for a formal budget process following completion of the Project. Prior to Project completion and the sale of Project bonds, the Committee shall adopt a detailed budget process. 9.2.1 The annual budget shall include: 1. Amounts required for debt service on any outstanding bonds; 2. Amounts required for reserve funds created by bond resolution; 3. Costs of producing and delivering power including: (a) O&M; (b) Insurance; (c) Authority’s Project specific administrative and general costs; ° (d) Costs of Committee; (e) Any individual utility cost to be reimbursed by the Committee; and (f) Any other cost approved by the Committee. 4. The budget may, in the future, include amounts for non-bond funding of additional Project work, as well as Excess Payments following final payment of all bonds. 15 - BRADLEY PROJECT MANAGEMENT COMMITTEE BYLAWS (12-1-93) 5. The annual budget shall be based on a 12-month period starting July 1st of a calendar year through and including June 30 of the succeeding calendar year. 9.2.2 For purposes of 9.2.1(3): 1. The Authority shall provide annual budget’ detail listing personnel requirements by work function, their gross payroll, payroll burdens and the estimated percentage of each work function to be required for operation and maintenance. The estimated costs for materials, supplies, engineering and other costs shall be provided in sufficient detail to allow the Committee a reasonable basis to analyze the budget in the approval process and to provide a basis for the annual audit of actual costs. 2. The Authority shall provide annual budgets detailing the estimated costs relating to FERC license requirements and property insurance and the Project specific administrative and general costs and to be paid to the AEA. 9.3 Auditing Standards and Procedures. 9.3.1 An annual audit shall be performed by qualified independent auditors selected by the Committee, to be completed on or before the first day of December of each year. 9.3.2 The primary purpose of the audit is to verify expenses. The scope of the audit shall include the operating and maintenance costs relating to the Facilities, the annual Project-specific costs of the AEA, and the AEA and Committee assets, liabilities and costs including all funds administered by the AEA and the Committee, necessary to establish a true-up of the annual Project cost’ 9.3.3. The annual financial statements shall disclose the comparison of actual operating results to the annual budget. 9.3.4 The members shall make available to the auditors such records and schedules required in their examination of the financial statements in a timely manner. 9.4 Standards for Capital Asset Acquisition and Accounting. To provide for a comprehensive, consistent policy of ownership and control, the Committee has designated the AEA as owner of all capital assets which benefit the Project while retaining the right to control all capital assets associated with the Project. 16 - BRADLEY PROJECT MANAGEMENT COMMITTEE BYLAWS (12-1-93) 9.4.1 Capital assets include an asset acquired for the benefit of the Project that has a value of $500 or more, a useful life of at least one year, and substantially comprises a Retirement Unit as listed in the Federal Energy Regulatory Commission List of Retirement Units, as amended from time to time. 9.4.2 The Committee shall transfer ownership of any assets held in trust for the Project to the AEA. 9.4.3, The Committee will have control and management of all capital assets purchased with the state or utility funds, and the Committee shall manage all proceeds derived from sales upon retirement of these capital assets and to purchase additional capital assets for the benefit of the Project. 9.4.4 To the extent that purchase costs can be minimized through the State of Alaska’s purchasing power, the AEA may make purchases on behalf of the Committee as the "Purchasing Agent". To. the extent other purchasing alternatives are preferable, the Committee may use those procedures. The Committee is under no obligation to follow the State Procurement Code for acquisitions with any of the funds. 17 - BRADLEY PROJECT MANAGEMENT COMMITTEE BYLAWS (12-1-93) Scene” ARTICLE 10 COMMITTEE FUNDS AND ASSETS 10.1. Required Funds. The following funds are required to be established by the Bond Resolution: Construction Fund i Debt Service Fund, consisting of an Interest Account and a Principal Account Capital Reserve Fund Renewal and Contingency Reserve Fund Excess Investment Earnings Fund. Revenue Fund Operating Fund Revolving Construction Fund 18 - BRADLEY PROJECT MANAGEMENT COMMITTEE BYLAWS (12-1-93) ARTICLE 11 PROJECT INSURANCE 11.1 Coverage Limits. Insurance shall be secured and: maintained in types and amounts as are "customary" for facilities of similar types and sizes as the Project. The initial determination of "customary insurance" shall be made by the Committee in concert with the insurance consultant employed by the Authority. 11.2 Self-Insurance. The amounts and types of insurance determined "customary," including the minimum amounts required in the Bond Resolution, may be maintained through self-funded insurance methods. 11.3. Insurance Claim Proceeds. Disposition of insurance claim proceeds for damage or destruction of the physical facilities is governed by Section 715 of the Bond Resolution. Application of any other insurance proceeds accruing to the Project shall be determined by the Committee. 11.4 Annual Review. The Authority and the Committee together shall review annually the insurance types and amounts carried with respect to the Project. 19 - BRADLEY PROJECT MANAGEMENT COMMITTEE BYLAWS (12-1-93) ARTICLE 12 PROCEDURES FOR DISPUTE RESOLUTION 12.1 Procedural Rules. The Project Management Committee shall perform its decision-making responsibilities consistent with the Power Sales Agreement and any duly adopted procedural rules. 12.2 Authority. In the event the authority of the Committee to act is at issue, the Committee shall first make a finding as to its:authority. If the Committee determines that it has authority to consider the matter, it shall decide the issue on its merits. If the Committee determines that it does not have authority to consider the matter, the matter will be subject to immediate judicial resolution. If the court determines that the Committee in fact had authority to consider the matter, the matter shall be remanded for Committee action. ; 12.3 Judicial Review. Any action, or failure to act, of the Committee shall be subject to judicial review. The reviewing court shall (a) set aside any Committee action found to be arbitrary, capricious or otherwise not in accordance with law or with the terms of the Agreement, and (b) order the Committee to take action if such action has’ been unreasonably withheld or delayed. Failure of any party to appeal any Committee decision shall not constitute a waiver of the right to appeal any future decision. Judicial review shall be governed by the laws of the State of Alaska and shall be filed in the Alaska Court System. 12.4 Arbitration. Upon agreement of the Committee representatives of the Authority and any three utilities, the Committee may refer any matter within the Committee’s authority to arbitration. Unless otherwise unanimously agreed to by the members of the Committee, arbitration shall be conducted before an arbitrator selected under the guidelines of the American Arbitration Association and the arbitration shall be conducted in accordance with the commercial arbitration rules of the American Arbitration Association then in effect. In addition, the arbitrator must have education and experience in the particular matter being arbitrated. The arbitrator shall have no authority, power or jurisdiction to alter, amend, change, modify, add to or delete any of the provisions of the Agreement and the decision of the arbitrator shall be subject to judicial review. as a Committee decision, in accordance with Section 12.3, above. 12.5 Costs of Arbitration. The costs incurred in connection with the arbitration shall be apportioned by the arbitrator as she or he deems appropriate. 20 - BRADLEY PROJECT MANAGEMENT COMMITTEE BYLAWS (12-1-93) ARTICLE 13 REIMBURSEMENT OF TRAVEL AND PER DIEM EXPENSES 13.1 Committee Meetings. The Committee has established a policy for reim- bursing the cost of travel and per diem expenses with respect to attendance at meetings of the Committee as follows: 13.1.1 Each party shall be reimbursed for the cost of travel and per diem necessary for its representative and alternate to attend meetings of the Committee, subject to the following policy: (a) Travel must be by the most direct route and will be reimbursed based on actual ground transportation, agreed upon mileage, or standard airfare. Total travel costs shall not exceed a maximum amount determined by airline coach fare. (b) Reimbursement of actual costs exclusive of transportation costs will not exceed $150.00 per day for a maximum of two days’ travel and actual meeting days for each duly convened meeting of the Committee. 13.1.2 Application must be made to the Secretary of the Committee for reimbursement. 13.2 Special Purpose Committee Meetings. The Committee has established a policy for reimbursing the cost of travel and per diem expenses with respect to attendance at meetings of the special purpose committees as follows: 13.2.1 Each Special Purpose Committee Member shall be reimbursed for the cost of travel and per diem necessary to attend special purpose committees created by the Project Management Committee, subject to the following policy: (a) Travel must be by the most direct route and will be reimbursed based on actual ground transportation, agreed upon mileage, or standard airfare... Travel costs shall not exceed a maximum amount determined by airline coach fare. (b) Reimbursement of actual costs exclusive of transportation costs will not exceed $150.00 per day for a maximum of two days’ travel and actual meeting days of the special purpose committee. 13.2.2 Application must be made to the Secretary of the Committee for reimbursement. 21 - BRADLEY PROJECT MANAGEMENT COMMITTEE BYLAWS (12-1-93) ) Wass? ARTICLE 14 OTHER POLICIES 14.1 Numbering of Resolutions. The Committee has established that all resolutions and actions adopted by the Committee shall be assigned a number. The first part of the number shall be the last two digits of the year in- which the resolution or action is adopted (e.g., Resolution No. 88-___). The second part shall be a sequential number reflecting the order in which the resolution or action was adopted, beginning with the number "1," and increasing by one with the adoption of each subsequent resolution or action. The Secretary of the Committee shall establish and maintain an official journal for recording resolutions [and actions] of the Committee. 14.2 Definition of Terms. Except as otherwise provided, terms included in these Bylaws shall take the meaning specified in the Power Sales Agreement. 14.3. Amendment of Bylaws. These Bylaws may be altered, amended, or repealed and new Bylaws may be adopted by the Bradley Project Management Committee at any regular or special meeting, subject to the voting requirements set out in Article 5.10 of these Bylaws. 22 - BRADLEY PROJECT MANAGEMENT COMMITTEE BYLAWS (12-1-93) Malling Address: Physical Address: PO Box 71249 758 Illinois St. Pa Vf Fairbanks AK 99707-1249 Fairbanks AK 99701-2999 iS sacar yee ation | Phone: (907) 458-5715 ¢Fax: (907) 458-5951 Inc. Fax To: Shauna Howell From: Cheryl Swift AIDEA Fax: 907-269-3044. Pages: Q(including cover sheet) Phone: Date: December 16, 2003 Re: cc: O Urgent O For Review OD Please Comment O Please Reply Note: If you do not receive the number of pages listed, please call Cheryl Swift at 907-458-5715. ®@ Comments: Thanks, Shauna. Cheryl G99-4 800/100'd + egg-1 \seSesr206 UOIB13SIUIWPY Y3AN-WO1y wegy:gg ——EQ~g|-08g 99-4 MEP MUNICIPAL LIGHT & POWER RECEIVED Steve Haagenson Peu “ 6 2003 Chairman Brdley Lake Project Management Committee Golden Valley Electtie Association PO. Box 71249 Fairbanks, Alaska 99707 December 10, 2003 GVEA Rolding Company Dear Steve: On December 9% at 10 AM the Governor Subcommittee met in Anchorage. At the meeting the governor replaccment project (DCS) and the new proposal from VA Tech was discussed with a reptesentative from VA Tech. A copy of the VA Tech proposal is attached to this lettcr. In addition to the actual ccplacement of the Governor controls at Bradley Lake VA Tech ptoposes to model the turbine and its performance characteristics ptovide some modifications to the deflectots and to provide shielding of the jct streams, For a complcte description of the VA Tech proposal please sec the attached descriptions. The Governor subcommittee has carefully reviewed the proposal and the subcommittce unanimously recommends that the BPMC authorize Homet Electric Association (HEA) to immediately proceed with contract negotiations with VA Tech to provide the serviccs and equipment described in theit proposal of September 23, 2003. The subcommittce is of the opinion that this work in addition to the DCS work will substantially mitigate the problems we experience with the Bradley Lake system. The budgetary ptice for this work is $1.8 Million; however, VA Tech has indicated a potential reduction in price if the contract is tregotiated by the end of January. The first $400k will be utilized to build a model to prove out the ideas expressed by the VA Tech proposal. At the completion of the modeling phase further input will be provided from the subcommittee to determine the exact nature of the changes to the plant system necessary to provide the needed improvements. If the modeling does not prove out the ideas the BPMC could end the project with out futther obligation. The subcommittee is confident that the modeling will prove the viability of the fixcs proposed and implementing the same will result in improvements to the Bradley Lake system that will provide substantial economic payback through improving the operational flexibility of the Plant and increasing the availably of the plant to tespond to system disturbances. The subcommittee is also concerned about the continuity of this project with the imminent departure of Don Stead from HEA. Don has been a primary force in the governor activity to date and the committee feels much could be lost is Don were to be totally absent from the remainder of this project. In addition to recommending the approval of the proposal from VA Tech the committee recommends that the BPMC authorize HEA to execute a cofitract with Mr. Stead to provide future consultative sctvices to the Subcommittee and to the represcntatives of HEA as necessary so as to facilitate the successful completion of this large project. A contract for professional sctvices not to excecd $40k should be adequate. The committee respectfully requests that the BPMC converte as soon as possible to act on the requests of the subcommittee. Sincercly, Robert Day, PE Chairman Bradicy Governor Subcommittee 1200 East First Avenuc * Anchorage. Alaska * 99501-1685 Phone 907.279.7671 » Fax 907.263.5862 wear mandy com 800/200'd + eSS-1 |$68Sp206 UOIJELSIUIUPY Y3RAQ-WO1y Weg: BN 0-91-28 F-653 P.003/009 T-553 9074585951 09:47am Dec-16-03 From-GVEA Administration 1 n u i 7 1 woe . 1 z 1 : n CLOALS Ce COOMA Ae LOCttCtL GL, LOST CLE 4404 i C40 ‘44? O47 904 444 4477 444 C404 C440 444 3 COS we ee \ 4A40 "SILL “Ores Weed 4tss TOLL? C4tt a Ltt RL, S777 B-8 PROTECT CON RCOF JE™ OLVUDER <EYS, SLVICER SERVOYOTCR ie LEVER FIXING FERTS Lt - EL. FEE) 3Acx - MECH. FEED 655K S = CCK. PINS Ponty: “ “ wa a 2 NEW PARTS ACCOWI(NS OFFER PRE MARKED IN RED CORROSION FROTECT (ON CF OFFERED PARTS (NCLUJCED TYPICAL ‘User man 1 PCOLE? TYRE VERT. PELIGN MURBISE CLLELL OTA - CLEP SET HEAD 11sa Fe Ba . ey oureut 90170 He Es war fee peer ar AEC? van 300 rea = LAAT meat — poder = 90055 GIL PRESSE 857 PS) =e if lores stick fe f arr = 4 Waa | 10,845, 713 222;aris = aarSri— * 2 : regal 7 izjoment T 7 T VAUEGh) VA TECH VOEST MCE Corp. September 25, 2003 Homer Electric Association, Inc. 3977 Lake Street Homer, Alaska 99603 Attn: Don Stead Engineering Manager Subject: Bradley Lake Jet Divider versus Deflector Dear Don, in addition to our budgetary proposal sent earlier this week we would like to provide the following information: Bradley Lake — Existing Deflector as per Fuji drawing no. H224826: ‘Oy? * Pos: me “Be. Sk Se 6 ; é | es EL Y. ¥ JNO) : He enon Laney . . (A fe 4 = Sol Roa ep 7 is . “ek s Pia, cre _—_ Klee i) RC ASS TE - 27 TS ny Bey 1 4 if : ¢ . ze tf ee | Gg » .-w f - VA TECH VOEST MCE Gorp. Tol; (+1/704) 043-4343 VA TECH HYDRO University Research Park Fax: (+1/704) 943-0200 Five Resource Squaro E-mail: contact@vatechhy¢ro.com VOEST SAT 10715 David Taylor Drive Homepage: www,vatechhydro-usa.com nce Sulte 250 AUTOMATION =~ Charlotta, NC 26262, USA File: Explanaton_030925.doe £99-4 800/P00'd + e9G-L Isesespz08 UO!PEIPSIUIWPY YRAH-WOlYy wedp: 60 £0-9|-989 VAUEGL VA TECH VOEST MCE Corp. Basic sketch that shows how the existing deflector and the proposed jet divider are working. If the deflector is in operation the complete jet gets pushed to a bigger diameter D, what causes jet interferences and efficiency losses. Original deflector _ Cut-in-deflector _ D, too large -> jet-interference : . D, correct -> no jet-interference This information is proprietary and for your internal use only. It has to be kept strictly confidential. We trust that this information will not be shared with any third party. If you have any questions please don't hesitate to contact us. Kind regards, Oswin Moeller Head of Automation, Control & Protection (ACP) VA TECH HYDRO @)-c:st ~mwwSAT e99-4 600/S00'd e994 \segegrlos uoIzes3SiuIwpy Y3A9-WO1y wegy:gg —gN~9 | -D8q VATEGK VA TEGH VOEST MCE Corp. September 23, 2003 Homer Electric Association, Inc. 3977 Lake Street Homer, Alaska 99603 Attn: Don Stead Engineering Manager Subject: Bradley Lake Budgetary Proposal for Necessary Pelton Turbine Modifications Dear Don, During the preparation and modification of our Bradley Lake Governor DCS Proposal and our meetings in Homer and Anchorage, it became obvious for VA TECH that a substantial improvement of the governor frequency control performance in deflector mode (power vs. deflector servomotor stroke curve) and small signal disturbances (4-6 MW power swings) can be achieved only in conjunction with modifications to the Pelton Turbines and in particular, the Deflectors and appurtenant equipment. VA TECH’s Genter of Competence for Pelton Turbines in Switzerland have studied the Fujl turbine drawings and Model Test Reports supplled by HEA and have recommended a “Jet Divider” vs. existing “Deflector” (cuts away part of the jet and leaves the remaining part of the jet more or less undisturbed) and subsequent changes to the stroke which requires a new “Divider Servomotor and very likely a “Protection Roof” which Is attached to each nozzle and reflects the water which Is deflected by the preceding jet divider. The enclosed VA TECH Drawing 0 841 713 222, Divider System Assembly clearly Indicates the changes (In red) that are required to the Bradley Lake Turbines. The proposed steps and associated budgetary cost in providing these proposed modifications will be: 1. Homologous Model Test 4.1. Build a homologous model (deflector, nozzle hat, nozzle needle, runner and turbine housing homologous to Bradley Lake) and perform a model test In our Test Laboratory In Switzerland to: a.) Measure runner torque (power) fluctuations at various deflector positions and verify model test results with experlenced torque fluctuations in the field. HEA will provide the existing field test results. b.) Observation and analysis of the jet interference and water flow inside the turbine housing during deflector operation. VA TECH VOEST MCE Corp, Tol: (+1/704) 943-4343 Univorsity Resonrch Park Fax: (+1/704) 943-0200 VA on HYDRO Five Resource Square E-mail: contact@vatechhydro.com 10715 David Taylor Drive Wobsito; vaww.vatechhydro-usa.com OmceZWVSAL Soa Charlotle, NC 28262, USA 99-3 600/900'd eSS-L 196S8Sr206 UO!JEISIUIWpY YRAD—WO1y —- WEY: BO 0-91-28 VAU2Gh/ VA TECH VOEST MCE Corp. c.) Design and install the VA TECH “Jet divider’, “protection roof” and other modified components in ths mode! based on the above analysis and observations and perform the identical tests as above to prove the expected results. d.) Thoroughly document and submit the results of this testing to HEA for final approval to design the final prototype components based on these test results. Proposed Scope of Supply 2. Jet Divider, Divider Servomotor and Servomotor Links 2.1 Due to the new design of the VA TECH jet divider, the linear stroke of the servomotor will increase by approximately 50%, therefore the old deflector servomotor and the linkage to the existing deflector operating mechanism will require replacement. 2.2 As the oll flow will also increase, the piping from the governor oil accumulator to the actuator cabinet and to the new jet divider servomotor will require replacement (larger diameter due to Increased volume). A third governor oil pump will be required on the existing governor sump tank for the increased volume required (2 lead pumps and1lag pump). ~ Each unit (two units total) will be equipped with the following new main ae coated according to their individual requirements: e 1 set (qty. 6) of jet dividers including all necessary pins and keys as shown on the attached drawing « 1 jet divider servomotor Including al! necessary Installation material (linkage to existing operating mechanism, bolts, nuts, pins, keys, anchors, etc) : * 1 governor oll pump including motor, motor starter and all necessary Installation material « 1 set of piping material (stainless steel) to connect the additional governor oll pump to the existing system « 1 set of piping material (stainless steel) to connect the deflector distributing valve to the new jet divider servomotor * 1 set of piping material (stainless steel) to connect the deflector distributing valve to the existing governor oil accumulator, 3. Protection Roof 3.1. To prevent deflected water splashing back on the runner buckets VA TECH will design a protection roof based on the model test results. A typical layout Is shown on the enclosed drawing. ¢ VATECH will provide all necessary Installation material to attach the new protection shield to the existing needle housing. Page 2 of 4 99-3 600/200'd eSS-L 1969897206 UO!PEIISIUIWPY YIAV-WOLy WERY?gQ E0-91-98q VAUEG VA TECH VOEST MCE Corp. 4. Site Erection Work « VA TECH will remove and Install all mechanical, hydraulic {including piping) and electrical components as stated above. HEA will be responsible to dispose of any components no longer required, « After installation, connection and dry testing of the components, VA TECH's Site Supervisor and Commissloning Engineer, assisted by HEA will make all necessary checks and performance tests. For the price calculation we assumed the following: * Both units will be modified without interruption. * The work will be performed in parallel with the governor replacement and coordinated by one VA TECH supervisor. « VA TECH personnel will use the existing accommodation and cooking facilities at site and HEA will provide Air Transportation in and out of Bradley Lake as provided In the Governor DCS Contract. ¢ VATECH will use stainless steel piping to avold plekling. « Each plpe replaced will be pressure tested at 1.3 times operating pressure and visually inspected for leakage. * There is no lead based paint, which requires abatement and disposal. 5. Engineering Work : * Homologous Model test preparation, execution and report. « Mechanical design of all modified and/or new components. * Detailed site work procedures. « Submittals of all documents. « Workshop tests. ¢ Commissioning and performance tests. e Final documentation. Budgetary Price Total for Item 1 - 5 for two units, $ 1,800,000.00 Our budgetary price is FOB job site and includes all necessary customs clearances and insurances. This price is based on the assumption that the order execution will be done in parallel! with the governor contract. Our price does not include sales and use taxes. Page 3 of 4 €S9-J 600/800'd eSs-L 1$6S89p206 UO!JELSIUIWpY YRAH-wo1y WERE —-E0-9|-28q VAUEGE] VA TECH VOEST MCE Corp. Dellvery Time * The delivery time for the model test results will be 5 months after contract award. « The delivery time for the new components will bs 8-9 months after release of model test results. / : Payment ¢ 30% after submittal of model test results « 50% after delivery ® 10% after installation and fleld-testing of the first unit * 10% after installation and field-testing of the second unit Warranty Our warranty ends 12 months after commissioning but not later than 24 months after delivery. Validity Our budgetary offer Is valid until Dec 31, 2003. If you have any questions please don’t hesitate to contact us. 'n Moeller, Head of Automation, Control & Protection (ACP) Attachments: Jet Divider Assembly drawing no. 1841-713-222 Rev. A Page 4 of 4 €99-J 600/800'd + eg9-1 isegespz06 UOI}B43S/UIWpY Y3AN-Wo1y wegy:E9 ——EQ-g|-98g Summary of FY04 proposed budget adjustments Scenario A-surplus not refunded Chugach Electric MuniofAnch. AEG&T GVEA Seward Total 30.40% 25.90% 25.80% 16.90% 1.00% 100.00% Proposed O&M additions 124,700.80 106,241.80 105,831.60 69,323.80 4,102.00 410,200.00 (see detail schedule) Adjustment for change in surplus FY03 actual vs projected-unaudited 337,403.52 287,458.92) (286,349.04) (187,569.72 1,109,880.00 Net decrease-FY04 contributions 212,702.72 181,217.12) (180,517.44) (118,245.92 6,996.80 699,680.00 Scenario B-surplus refunded Proposed O&M additions 124,700.80 106,241.80 105,831.60 69,323.80 4,102.00 410,200.00 (see detail schedule) Adjustment for not using FY03 surplus to fund FY04 budget 274,664.30 234,006.76 _ 233,103.26 152,691.67 _9,035.01 903,501.00 Net increase-FY04 contributions 399,365.10 340,248.56 338,934.86 222,015.47 13,137.01 _1,313,701.00 Refund-FY03 surplus-unaudited (612,067.82) _ (521,465.68) (519,452.30) (340,261.39) (20,133.81) (2,013,381.00) Net effect 212,702.72 181,217.12) (180,517.44) (118,245.92 6,996.80 699,680.00 Scenario A Bradley Lake FY04 Amended Budget Summary Chugach Electric Muni of Anch. AEG&T GVEA Seward Total 30.40% 25.90% 25.80% 16.90% 1.00% 100.00% Expenses Budget additions 90,500.80 77,104.30 76,806.60 50,311.30 2,977.00 297,700.00 Increase for Governor 34,200.00 29,137.50 29,025.00 19,012.50 1,125.00 112,500.00 (assumed all in FY04) FY04 Budget Additions 124,700.80 106,241.80 105,831.60 69,323.80 4,102.00 410,200.00 Effect of Actual Surplus vs projected used FY03 Projected Surplus used in FY04 budget 274,664.30 234,006.76 233,103.26 152,691.67 9,035.01 903,501.00 FY03 Actual Surplus (see below) (612,067.82) (521,465.68) (519,452.30) (340,261.39) (20,133.81) (2,013,381.00) Total adjustment for change in surplus (337,403.52) (287,458.92) (286,349.04) (187,569.72) (11,098.80) — (1,109,880.00) Net decrease-FY04 Contributions $ (212,702.72) $ (181,217.12) $ (180,517.44) $ (118,245.92) $ (6,996.80) $ (699,680.00) Assumptions -Governor work all in FY04-out of R&C fund Payback over 4 year period -FY03 surplus is used for FY04 O&M-unaudited-may not be final -Effect on interest earnings not considered for this analysis ‘When budget adjustments are finalized, actual contributions will be calculated with effect on interest earnings included in calculation. FY04 Budget adjustments-Scenerio A FERC Acct 544 540 543 920 924 capital capital Description $ amount _ Explanation Repair projects-runner $ 80,000.00 Unexpected repairs and relays FERC Land use fees $ 33,000.00 Rates billed by FERC in prior year for prior years incorrect HEA O&M-Maintenance $ 53,700.00 Increase up to contract amount PMC Legal $ 30,000.00 Insurance $ 90,000.00 Increased actual costs Snow Macias. 2) $ 11,000.00 O&D committee recommendation “$297,700.00_ Governor $450,000.00 current budget=$1,050,000 revised budget $1,500,000 Scenario B Bradley Lake FY04 Amended Budget Summary Chugach Electric Muni of Anch. AEG&T GVEA Seward Total 30.40% 25.90% 25.80% 16.90% 1.00% 100.00% Expenses Budget additions $ 90,500.80 $ 77,104.30 $ 76,806.60 $ 50,311.30 $ 2,977.00 $ 297,700.00 Increase for Governor 34,200.00 29,137.50 29,025.00 19,012.50 1,125.00 112,500.00 (assumed all in FY04) FY04 Budget Adjustments 124,700.80 106,241.80 105,831.60 69,323.80 4,102.00 410,200.00 FY04 projected surplus 274,664.30 234,006.76 233,103.26 152,691.67 9,035.01 903,501.00 Total adjustment for change in surplus 274,664.30 234,006.76 233,103.26 152,691.67 9,035.01 903,501.00 Net increase in contributions needed $ 399,365.10 $ 340,248.56 $ 338,934.86 $ 222,015.47 $ 13,137.01 $ 1,313,701.00 Refund of actual surplus through 6/03 (see below) (612,067.82) (521,465.68) (519,452.30) (340,261.39) (20,133.81) $ (2,013,381.00) Net increase (decrease)-FY04 contributions $ (212,702.72) $ (181,217.12) $ (180,517.44) $ (118,245.92) $ (6,996.80) $ (699,680.00) Assumptions -Governor work all in FY04-out of R&C fund Payback over 4 year period -FY03 surplus is refunded-unaudited-may not be final -Effect on interest earnings not considered for this analysis When budget adjustments are finalized, actual contributions will be calculated with effect on interest earnings included in calculation. -FY03 final numbers are unaudited-FY3 surplus may not be final FY04 Budget adjustments-Scenario B FERC Acct Description $ amount Explanation 544 Repair projects-runner $ 80,000.00 Unexpected repairs and relays 540 FERC Land use fees $ 33,000.00 Rates billed by FERC in prior year for prior years incorrect 543 HEA O&M-Maintenance $ 53,700.00 Increased up to HEA contract amount 920 PMC Legal $ 30,000.00 924 Insurance $ 90,000.00 Increased actual costs capital Snow Machines $ 11,000.00 O&D committee recommendation ~$297,700.00_ capital Governor $450,000.00 current budget=$1,050,000 revised budget $1,500,000 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 ALASKA ENERGY AUTHORITY BRADLEY LAKE FINAL CONSTRUCTION LIST REPORT OF ACTIVITY 11-30-03 ITEM Fish Study/Mitigation-complete Fish Water SCADA - Const-complete Moose Mitigation Fund - complete Diversion Tunnel - complete Powerhouse Floor/Paint - complete SVC Spares Equipment - complete Misc Engineering -complete Fishwater Bypass Cleanup - complete ADIT Access Modification - complete Building Roof Modification - complete Airfield Road Access - complete Cold Weather Modification-complete Rip Rap Upstream Face of Left Dam - complete Approved Workorders unfinished at 3/96 B018 Roof-Wood Storage - B019 Parapit Wall/Gate complete B021 Fishwater Diverstion complete Penstock Condensation - complete Governor Instability Study System Analysis Equip at SVCs - complete Contingency (Unallocated funding) Transfer trip schemes - Old Invoices - complete AEA Operating Costs complete Brown & Root Retainage complete Interest on Retainage complete Previously approved punchlist Control System Modifications W/O under review ~ WIO under review (A) (B) (C) (D) (C) - (D) SETTLEMENT (A) + (B) 11-30-03 AGREEMENT | Adjustment/| Revised Payments thru; Estimate PUNCHLIST | Reallocation| Estimate 11-30-03 to Complete 220,000.00 (17,217)| 202,782.90 202,782.90 - 100,000.00 15,639 | 115,639.15 115,639.15 - 185,215.00 575 185,790 185,790.16 - 5,000.00 (693) 4,307 4,307.45 - 5,000.00 (1,583)| 3,417 3,417.07 - ‘| 145,000.00 (145,000)| zi S Ss 15,000.00 (6,879) 8,121 8,121.48 - 40,000.00 (40,000) é - - 325,000.00 (12,931) 312,069 312,069.23 - 18,000.00 (4,761) 13,239 13,238.77 - 45,000.00 22,038 67,038 67,038.14 - 35,000.00 (5,416) 29,584 29,584.46 - 5,000.00 (4,705) 295 294.53 - 175,000.00 (91,010) 83,990 83,989.85 - 155,244.00 3,740 | 158,984 158,983.83 - 145,000.00 1,021,400 | 1,166,400 812,676.30 353,723.70 150,000.00 (138,770) 11,230 11,230.40 - 290,844.00 426,068 716,912 - 716,912.40 170,500.00 (15,275) 155,225 155,225.36 - 70,000.00 (14,464) 55,536 55,535.82 - 102,958.00 (102,958) - - - 100,000.00 (100,000) - - = 2,502,761 787,800 | 3,290,561 2,219,924.90 | 1,070,636.10 970,480.00 (787,800) 182,680 - 182,680.00 3,473,241 - 3,473,241 2,219,924.90 | 1,253,316.10 H:\ALL\ELAINE\BRADLEY\Bradley Construction\BLCONST-11-30-03 - Punchlist INFORMATIONAL ITEMS om) meee Ge He NO.9488 Py 2 ['B, ALASKA E> ENERGY AUTHORITY 813 WEST NORTHERN LIGHTS BLVD. ANCHORAGE. ALASKA 99503 907) 269-2000 FAX 907 / 269-3044 December 24, 2003 Steve Haagenson Chairman Bradley Lake PMC c/o Golden Valley Electric Assoc, PO Box 71249 Fairbanks, AK 99507-1249 FAX: 907-458-5951 re: Application for Directors & Officers Liability Insurance 4 Bradley Lake Project Management Committee f Dear Mr. Haagenson, Your signature as Chairman of the Bradley Lake Project Ma mer the attached Directors & Officers (D&O) Liability Insurance applirati American International's application. (This is in addition to the ap Willis’s use in October.) 4 my attention via fax number 907-269-3044, Thank you, She OO Wodsese \ Shellie Helton Qo. bo are, ye aokh _ Accountant, AIDEA/AEA dor OB sea ao pera 907-269-3023 FAX: 907-269-3044 Encl. H:\ALL\shelton\DOCS\LTRHEAD-Dirlns. doc 1 689-4 €10/200'd + S8S-L 1965897206 uO!Je1PS/UIWpy Y3AH-WOsy we22:60 €0-|€-280 ev~2o-ebus Tur us-o08 PM wittis cuRROON FAX NO. 1. ozs (987) a 689-4 1. GENERAL INFORMATION ZUU3,, 2:40PM, 1 ALDEAZAEA No.6458 P. 3 9075636483 02 Fe ALP american International Companies® Name of Insurance Company to which Applicatian [9] (herein called the "Insurer’) NOT-FOR-PROFIT INDIVIDUAL AND ORGANIZATION INSURA ] | . Bradley Lake Project Management Committee (PMC) Name and Address of Applicant! o/ Alaska Energy Authority 813 W. Northern Lights B1yé Anchorage, AK 99503 State of Incorporation: Unincorporated Organizatig | Date of Incorparation: Organized: 12/87 Began Qperations: 9/91 Check one of the following categories that best describes your Organizall (] Benefit Trust OD Health System | C1 Nursing/fRetiremont Home CO) cemetery Company C2 Historical Suciety } O Rellgious Organization D community Health Center ( HMo/PPO [J Research/Development Institute CI) Condomintum/Cooperative (Hospital | [J Soclal/Recreational Club C Organized undor Act of Gongress [7] industrial/Agrleultural Go-n) A (1) Social Welfare Organization 1 Foundation Labor Union | C1 Trade Association C1 Fratemal Soclety/Association _C] Museurn } CO university/schoo! (1 soitcountry ciub C1 Mutual Insurance Assoclatiod E} omer, Project Management Committee (PMC) 1 Briefly describo tha functions, o5 dh eperarione and wenapeeder's Peat Spryaieas a ihe or De Organization has been continually oparating since: 4 Primary SIC Code(s): (a) Amaunt of Insurance requested: § _»900,000.00 (b) Self-nsurad retention dosired (each loss): $10,000.00 each — . committee oversees nigation: Project. €10/€00'd = $8G-1 196S8SP206 UO!}B1;S!UIWPY YRA—WOsy = WEZZ7B0 = 0-1 €-989 . ok gorseaaqag NOH PL tag Vublem? LUUU + HUP Til AIULH/ ACK Utu-es-euua Tus u3+08 PM WiLuis UURROON FAX NO. § i. ORGANIZATION INFORMATION 3. (a) Complete fist of all Directors, Officers or Trustees of the Organizationha and affiliation with other organizations. (If Included as an attachmdht i (b) Are the Directors or Trustees elected or appointed and hy whom? | O1 Elected 4M Appeinted/ other By_Adaska Energy Authority (owner_of project} and five power purchasers | Select representatives 10. (a) ts the Orgenization @ Not-For-Profit Organization qualified under the @.S. Intemal xkkYes [] No Revenue code Section 501 (0)? If no, please attach an explanation. ed in question 1 above by nama hereto, check here .) (>) Has the Organization’ s tax exempt status ever been terminated, sush challenged or ls any such action now threatened? Ifyes, please attach Bn explanation. [] Yes ¥&KNo 41, Please list all direct and indirect Subsidiaries, Affiliates, sesociations =) . {If Included as an attachment herein, check here (1) i Dale Acquired or Created a For-Profit IF “No, include complcte list of Directors and Officers of each Subsidiary (if Included as an attachment hereto, check here {J .) |s coverage to be exterided fo all Affiliates? If Yes", include complete list of Directors and Officers of each Affiliate, | if "No", Include complete list of Directors and Officers af each Affiliate 16} (if included ss an altachment hereto, check here (J,) 4 12. (a) Is the Applicant or any of ils Subsidiarles or Affillates invelved In an oint ventures, general pertnerships or limited partnerships? (If“Yes", pleadh sive deta, )U ves 4AENo O Yes 1 No Which coverags Is requested. 13. (a) Oves the Organization own, manage, maintain or control a captive'fnsurance company? 11 Yes 3fixNo (b) Is the Organization engaged in any form af research, development, experimentation or testing? i 0 Yes xofy No {c) Dns the Organization act as or participate In a peer review group $+ committee for assessing qualifications and performance of others or the quallty ofjproducts manufactured, sold, handled, or distributed? | 0 Yes 3{XNo GBGe4 (H/T) ae a 689-4 €10/r00'd $891 1989899208 uo!zes38!Ulupy Y3A9-Wo1y —weEZ=gO EO 18-980 upu-ea-cuus Tun yoo! PH wittis CuRROON action as a result of peer review group activities? or services? I. APPLICANT'S EMPLOYEE INFORMATION Officers: () Total number of Voluntcors: 9 ~ Non-union Full Time: Part Time: Seasonal Temporary: Leased: Independent Contractors: Domestic (within (he US , Canada and teritorles): Foreign: Total: Number of Emptoyees in Texas , California bargaining agreement? Union? (4) a written employment contract? If yes, haw many are tharo? Domestin: % % Year 1 Year 2 Forelgn: % % Year 14 Year 2 90824 (or07) 3 689-4 = C10/900'd = S8S-L 19698Sh206 (Does the Organization take any disciplinary action or recommends (8) Boge the Organization develop standards used to evaluate the que’ 14. Please provide the following information regarding Employces and Vel (b) Is the Applicant or any of its Subsidiaries or Affiliates subject ifyes, how many employees ara alsp subject to this agreement? {¢) Do the Appiicant's or any of Its Subsidiaries’ or Affiliates’ Emplo Please list the namo of ths Union that the largest number of Emplo! fe Is tho Applicant's or any of Its Subsidiaries’ or Affiliates’ Employeas ® (e) Forthe past 3 years, what has been tha annual percentage turnov iscip|inary fl y of goods (a) Total number of Emplayees: 9 (ce) Tocal niimber of other 7 | ul jon (ff applicable) | gan da collective dps belong to a e belong to: ployed under uo! ye381uIupy Y3A9-u014 ypo7se364a3***"*** “1.704 OO Yes 48] Ne C) ved) no Heers, Including Directors and O yes 0 No 0 ves O no ©) Yea [J No dt rate of employees (all locations): weegz:60 €0-1€-989 UbC.24. ZUUS 2:4] PM ALDEAZAEA No.5458 P. & veu-¢s~-cuus Tur usi97 PM WiLLis GURROON FAX NO. poe rv. 06 () How many officers and other employees have resigned, been te’ within the last 24 months (all locations)? ’ Officers Q Other Employees___0 48, 18 the Organization related to or afillated with any other organization not question 1? Ifyes, please attach an explanation of relationship. CO YeeX2K No 16. Has the Organization merged with any other organization within the tast’0 years? (0) yesX4#4% No IF yes, please list datos and names of such organizations. 17. Dogs the Applicant or any of its Subsidiaries or Affillates have a Human A Departnent? It"Yes", pleasp anawer tho following questions regarding tha Applicant's Gr any of its Subsidiarios’ Human Resources Department, (If "No", hows this function | dled? Please attach full details) (a) Number of human fosources departments: 4 (b) Number of Employees; 18. Is the Appiicant currently undergoing or does the Applicant contemplate Undergoing during the next 12 months any employee layoffs or early retirements (Incl resuiting from any types of company restructuring or officer, plant or store! (If “Yes", please attach full detalis.) 4 18 There has not been nor te there now pending any ¢laim(s) against any p j her capacity of either Direoter or Officer of the named Applicant or ayer \ follows: (Attach cornplete detalls. If no such clalm(s), check here: [XK 20. (a) No Director or Officer has knowledge or Information of any act, errof a claim(s) under the propased policy except as follows; (Attach knowledge or Information, check here:XXK‘nona”) (b) Neither tho Applicant nor any at its Subsidiaries or Afffiates has kno¥ of omission which might give riso to a clalm(s) under the propos complete detalls. If they have no such knowledge or Information, dhe 21 -Haa tho Applicant, any of ils Subsidiaries, any of Its Affiliates or any Diredt pr, Officer or Trustees: (a) Bean Involved In any antitrust, copyright or patent litigation? DO Yes 32F no (b) Been charged In any elvil or criminal actlon or administrative procesl Ing with # violation of any federal or state antitrust or falr trade Law? Dye FY No ; , (c} Boen charged In any civil or criminal action or administrative proceeding with a Violation of any federal or state securities law or regulation? OQ Yoe2) No (J) Been involved In any representalive actions, class actions, of deriva Wve! suits? = [] Yee42] No iF ANY OF THE ABOVE, 21 {a) «21 (d), IS "YES", ATTACH FULL DETAILS | bloating)? 1 Yes 38K No on proposed for insurance In his or Subsidiaries or Affiliates, except as 60524 (97) 4 689-4 —€10/900'd + s8s-L 1969890206 UO}ZB1zS!U/WPY Y3A9-WO14 —-WEEZBQ —-ED- 18-980 Verde. LUUS -4dPM ALUEA/AEA UEU~23-ZUUS Tut usio8 PM WiLLis GURROON FAX NO, seine *y 8075638483 ¥, 06 22. Previous Insurance. (If Included as an attachment hereto, check here: (a) Name of Insurance Company CHUBB Willis (broker) (b) Limit of Liabitty $1,000,000.00 { (c) Selfinsured retention deductible $10}000.00 cath claim (0) Polity Expiration Date 12/31/03 (e) Premium (indicate one year or other) $9,183.00 () Loss experience (Attach full detalls. If no losses, check here: [J 23. Name of Risk Manager and General Counsel (or equivalent position) and number of years in current position: State of Alaska, Div. of Risk Management established 1972 24. Has any insurance carer refuscd, canceled or nonrenewed any Directo ‘ and Officers or Employment Practices Insurance coverage? "* (if "Yas", attach full details Including when and reseon(s).) [MISSOURI APPLICANTS NEED NOT REPLY] 25. Alfach coples of the follewing for the Applicant and to the extent avallableeath of its Subsidiaries and Affilates: (a) Gonstitution and By-lewa Bradley Lake PMG Bylaws att OO vesX1 No tached (bo) Liat of Directors, Officers and Trustass List of Bradley Take PM@ Representatives attach (c) Latest annual report with audiled Financials, (If audited financialé Treasurer's Warranty Letter guaranteeing the Organization's financi {d) Latest EEO-1 repot not applicable are not avallable, please submit a Mls) 9002 audited financials attfche ALL WRITTEN STATEMENTS AND MATERIALS FURNISHED TO THE INSURBR IN CONJUNCTION WITH THIS APPLICATION ARE HEREBY INCORPORATED BY REFERENCE INTO THIS Ab PLICATION AND MADE A PART HEREOF. 4 60524 (97) 5 689-4 10/200'd + s8S-L 196589p206 UO!}e1ISIUIWpY YRAV-WO1y = WEYZ:B0 =END= 1 £980 Hee ctu ee pe EA A tenon Fax no. feo7seaeqe3 NO-5458 Pe bg, NOTICE TO ARKANSAS APPLICANTS; “ANY PERSON WHO KNOWINGLY PREBENTS A FALSE OR FRAUDULENT CLAIM FOR PAYMENT OF A LOSS OR BENEFIT, OR KNOWINGLY PRESENTS FALSE INFORMATION IN AN APPLICATION FOR INSURANCE IS GUILTY OF A GRIME AND MAY BE SUBJECT TO FINES AND CONFINEMENT IN PRISON.” 4 NOTICE TO COLORADO APPLICANTS; “IT IS UNLAWFUL TO KNOWINGLY PROVIDE FALSE, INCOMFLETE, OR REPORTED TO THE COLORADO DIVISION OF INSURANCE WITHIN THE DEPART f IT OF REGULATORY AGENGIES.” NOTICE TO FLORIDA APPLICANTS: “ANY PERSON WHO KNOWINGLY AND WIJH INTENT TO INJURE, DEFRAUD, OR DECEIVE ANY INSURER FILES A STATEMENT OF GLAIM OR AN APPLIGATION CONTAINING ANY FALSE, INCOMPLETE OR MISLEADING INFORMATION IS GUILTY OF A FELONY IN THE THIRD DEGREE,” NOTICE TO KENTUCKY APPLIGANTS: “ANY PERSON WHO KNOWINGLY AND WITH INTENT TO DEFRAUD ANY INSURANCE COMPANY OR OTHER PERSON FILES AN APPLICATION) FOR INSURANCE CONTAINING ANY MATERIALLY FALSE INFORMATION, OR CONCEALS FOR THE PURPOSE OF MISLEADING, INFORMATION CONCERNING ANY FACT MATERIAL THERETO, COMMITS A FRAUDU i INSURANCE ACT, WHICH IS A CRIME.” ; NOTICE TO MINNESOTA APPLIGANTS: ‘ANY PERSON WHO SUBMITS AN Apel ICATION OR FILES A CLAIM WITH INTENT TO DEFRAUD OR HELPS COMMIT A FRAUD AGAINST AN INSURER IS GUILTY OF A GRIME." NOTICE TO NEW JERSEY APPLICANTS: "ANY PERSON WHO INCLUDES ANY FAUSE’ OR MISLEADING INFORMATION ON AN APPLICATION FOR AN INSURANCE POLICY IS SUBJECT TO CRIMINAL AND CIVIL PENALTIES,” NOTICE TO NEW YORK APPLICANTS: “ANY PERSON WHO KNOWINGLY A ANY INSURANCE COMPANY OR OTHER PERSON FILES AN APPLICATION fi OF GLAIM GONTAINING ANY MATERIALLY FALSE INFORMATION, OR CON MISLEADING, INFORMATION CONCERNING ANY .FACT MATERIAL THERE D WITH INTENT TO DEFRAUD NOTICE TO OHIO APPLICANTS: “ANY PERSON WHO, WITH INTENT TO DERR AUD OR KNOWING THAT HE |S FACILITATING A FRAUD AGAINST AN INSURER, SUBMITS AN APPLICATIONS OR FILES A CLAIM CONTAINING A FALSE OR DECEPTIVE STATEMENT |S GUILTY OF INSURANCE FRAUD.” j ae5e4 (897) 6 gnSIinSnEEEAENENNEDNInensovesmeacecomnsemeeeinenasms | 689-3 €10/800'd S8o-L 1969897206 UO! }e1PS!UIMPY YRAV-Wos y wey2:60 £0-1£-980 Dec.24. 2003, 2:47PM. AIDEA/AEA $458 9 P. unv-eo~clus Tus usod PM Wittio GURROON FAX NO. Ha-648 : Signed ee EEF 5 —————— icant) 3 Date _ Decong ser 29, 2007 “a Tite Chairman Bradley Lake PMC (must be signed by Chairman of the Board or President) hot applicable (Corporate Seal) Attest Broker Address altached to the policy. The undersigned authorized officer of the Applicant hereby acknowledges that he/llhs Signed ee Zin : (Applicant) Date Dees hoe 25 Zot , Title Chairman Bradley Lake PMC (must bo elgned by Chairman of tho Board or President) 60524 (ean 689-4 —F10/600'd S8S-L (96S8Sr206 UO!JesISIUIMpY YRAV—WO1y WEG? BO ESS r. 08 €0-18-980 12/@5/2003 ag:57 7624514 DPerisana, Somberg & Company A Professional Corporation 689-4 Certified Public Aocountants 3201 C Street, Suite 405 Anchorage, Alaska 99603 Tel, (907) §63-4547 FAX (907) 561-7683 December 2, 2003 Bradley Lake PMC — Budget Subcommittee Attn: Mike Cunningham, Chair Dear Mike: copy should be retained for your files. The engagement fee for the audit was increased by approximatel¥ consumer price index over last year. Sincerely, Muh herr Gary Stromberg Principal as Enclosures Gl0/010'd geg-1 1$6S8Sr206 UONVEAISIUIUpY Y3A—UO1y —wegz:gq —g-jganeg 12/85/2883 wY:5/ = /euabia Burance, Prombarg & Company : Certified Public Accountants 5201 C Street, Sulte 405 Anchorage, Alaska 99503 Tel, ae December 2, 2003 FAX (907) 561- AUDIT ENGAGEMENT LETTER _ creditors, and banks. We will request written representations 889-4 CEH BARQUI Ive Mike Cunningham, Chair Bradley Lake PMC - Budget Subcommittes We ure pleased to confirm our understanding of the services we j ¢ to provide for Bradley Lake Project management Committee for the year ended Junc 30, 200! . ‘i We will audit the balance sheet of Bradley Lake Project Managq ent Committee as of June 30, 2003, and the related statements of operation and fund balance fo} the year then ended. The objective of our audit is the expression of an opinion about whether your. financial statements are fairly presented, in al) material respects, in conformity with generally accepted accounting principals. Our audit will be conducted in accofdance with generally accepted auditing standards and will include tests of your accounting récords and other procedures we consider necessary to enable us to express such an opinion} receivables and certain other assets and liabilities by correspd I from your attorneys as part of the engagement, and they may bill you for responding to this inquify. 'At the conclusion of our audit, we will require certain written representations from‘ you abt related matters An audit includes examining, on a test basis, cvidence suppo th g the amounts and disclosures in the financial statements; therefore, aur audit will involved judgment about the number of misstatement. Because of the concept of reasonable assuranct atid because we will not perform a detailed examination of all transactions, there is a risk tHkt material errors, fraud, or other illegal acts, may exist and not be detected by us. In additiory an audit is not designed to detect errors, fraud, or other iJlegal acts that are immaterial to the findncial statements. However, we will inform you of any material etrors that come to our atten ipn| and any fraud that comes to our attention, We will also inform you of any other illegal acts| that come to our attention, unless cleurly inconsequential. Our responsibility as auditors is lifhited to the period covered by our audit and does not extend to any later periads for which we aff not engaged as auditors, ElO/110'd = g8g-1 196S8S¢206 | UO!}e1}Siulupy V3AD-Woly wege: 9 0-1€-269 vurus 12/85/2883 85:57 *b2ab4 689-4 CEM PARUU! OveH er UL 1 ee Page2 - Mike Cunningham, Chair Bradlcy Lake PMC - Budget Subcommittee Our audit will include obtaining an understanding of internal confro! sufficient to plan the audit and to determine the nature, timing, and extent of audit procedures to be performed. An audit is not designed to provide assurance on internal control or to identi 4 reportable conditions, that is, significant deficiencies in the design or operation of intemal contipl. However, during the audit, if we become aware of such reportable conditions, we will communicate them to you. We understand that you are responsible for making all financial fecords and related information available to us and that you arc responsible for the accuracy and completeness of that information. We will advise you about appropriate accounting jprinciples and their application and wil] assist in the preparation of your financial statements but the responsibility for the financial statements remains with you. This responsibility! includes the establishment and maintenance of adequate records and effective internal contyojs over financial reporting, the selection and application of accounting principles, and the saf¢gharding of assets, Management is also responsible for identifying and ensuring that the entity dojnplies with applicable nfs and regulations, We understand that Alaska Energy Authority will prepare the s locate any documents selected by us for testing. We expect to begin our audit approximately December, 2003 a January, 2004, We estimate that our fees for these services will approximate $8, be billed for travel and other out-of-pocket costs such as report The fee estimate is based on anticipated cooperation from yok that unexpsctcd circumstances will not be encountered during|f time is necessary, we wil] discuss it with you and arrive at a na] additional costs. Our invoices for these fees will be rendered o4 are payable on presentation. We appreciate the opportunity to be of service to you summarizes the significant terms of our engagement. If yo know. If you agree with the terms of our engagement as enclosed copy and return it to us, have any questions, please let us ibed in this letter, please sign the Very truly yours, PARISENA, STROMBERG & COMPANY Drinsen, Lronellin - E10/210'd — 9eg-1 J) P= ’ '96S8Sv206 HOHVEAISIUIUPY Y3A9-UO1y —wegz:gQ —-EQ=|g-98g ei 12/85/2003 B5:b/ fb2abi4 SUM LAU Page 3 Mike Cunningham, Chair Bradley Lake PMC - Budget Subcommittee RESPONSE: This letter correctly sets forth the understanding of Bradley Lake Project Management Committee. Officer Signature: Title: Date: 889-4 E10/E10-'d += sag-y '$698Sr206 NOHEASTULUBY Y3A—WOLY — weL2:80 Qu jguneg