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HomeMy WebLinkAboutBradley Lake PMC Meeting Nov. 5th 97 Friday, October 31, 1997 2BRADLEYL (E PROJECT MANAGEMEN. ~OMMITTEE MEETING MINUTES Board Room Alaska Industrial Development and Export Authority 480 West Tudor Road Anchorage, Alaska Regular Meeting Wednesday, November 5, 1997 10:00 a.m. CALL TO ORDER Chairman Eugene Bjornstad called the meeting of the Bradley Lake Hydroelectric Project Management Committee to order at 10:00 a.m. on Wednesday, November 5, 1997, in the Board Room of Alaska Industrial Development and Export Authority, Anchorage, Alaska, to conduct the business of the Committee per the agenda and public notice. ROLL CALL Roll was called by Shauna Dean. The following members were present, and a quorum was established: Eugene Bjornstad, Chairman Chugach Electric Association Dave Calvert City of Seward Wayne Carmony Matanuska Electric Association Mike Kelly (Telephonic) Golden Valley Electric Association Norm L. Story (Telephonic) Homer Electric Association Dennis McCrohan Alaska Energy Authority Hank Nikkels Anchorage Municipal Light & Power (Arrived at approximately 10:15 a.m.) PUBLIC ROLL CALL Others Present: Stan Sieczkowski, Alaska Energy Authority Shauna Dean, Alaska Energy Authority Dan Helnick, Anchorage Municipal Light & Power (Arrived at approximately 10:15 a.m.) John S. Cooley, Chugach Electric Association Brian Hickey, Chugach Electric Association Joe Griffith, Chugach Electric Association Bradley Lake ProjectMan = nent Committee Meeting Minutes Wednesday, November 5, 1997 Page 2 of 5 (Others Present Continued) Don Zoerb, Matanuska Electric Association Bob Hufman, AEG&T Don Stead, Homer Electric Association Rick Eckert, Homer Electric Association Ron Saxton, Purchasing Utilities Ken Vassar, Wohlforth, Argetsinger, Johnson & Brecht Cindy Cartledge, Wohlforth, Argetsinger, Johnson & Brecht Bill Pinakiewicz, Smith Barney Paul Bloom, Goldman, Sachs & Co. Valorie Walker, Alaska Energy Authority John Flory, Member of the Public Elaine McCambridge, Alaska Energy Authority Robert Hanson, Golden Valley Electric Associaton (Telephonic) 4. PUBLIC COMMENT There was no public comment. Ss AGENDA COMMENTS There being no additions or comments, the agenda was adopted by unanimous consent. 6. APPROVAL OF MEETING MINUTES - September 4 and September 22, 1997 MOTION: Mr. Calvert moved to approve the meeting minutes of September 4 and 22, 1997. Seconded by Mr. Carmony. There being no changes or additions, a voice vote was taken, and the minutes were unanimously approved as presented. le BUDGET SUBCOMMITTEE REPORT There was no report from the Budget Subcommittee. The Committee agreed to take up Agenda Item 9.B. next out of order. 9: OLD BUSINESS oF Budget Subcommittee Bond Refunding Report - Joe Griffith Mr. Griffith asked Mr. Saxton to provide the Committee an update on the legal issues involved in preparing the documentation for the bond refunding. He said following Mr. Saxton's update, Mr. Bill Pinakiewicz, with Smith Barney, would review the financial status of the project with the Committee. Mr. Saxton reported that the work was proceeding more slowly than anticipated due to the delays in getting participants’ feedback on the documents. He said there were 10 separate documents related to the transaction and several parties involved, and the Bradley Lake Project Manuy-.nent Committee Meeting Minutes Wednesday, November 5, 1997 Page 3 of 5 process was complex. He said they were not ready to present anything for the Committee to act upon today. Mr. Griffith introduced Mr. Bill Pinakiewicz, the financial consultant who had been hired as the financial advisor for the power purchasers. Mr. Pinakiewicz provided an overview of the status of the financial aspect of the bond refunding as well as the current status of the market. Mr. Pinakiewicz said that he had spent some time reviewing the structure and economic assumptions underlying the transaction with Goldman, Sachs & Co. He said while the outlook was favorable, there were still some outstanding issues which will require further discussion with Goldman, Sachs & Co. Mr. Pinakiewicz noted that the markets had been volatile recently but had more or less returned to normal and were reasonably stable at this time. He said the downside risk was less than the upside risk in going forward with the transaction at this time. He urged the Committee that the documentation process be completed as quickly as possible. Mr. Pinakiewicz responded to questions, and discussion was heard. Mr. Griffith recommended that action on this item be tabled until further notice. The Chair recessed the meeting at 10:15 a.m., and the meeting was reconvened following a 10-minute break. Chair Bjornstad said he had received a request from Mr. McCrohan to have Mr. Vassar outline the sequence of events with respect to the bond refunding. Mr. Vassar provided the Committee an outline of the steps that needed to be taken to bring the bond refunding process to closure: (1) That the PMC adopt the resolution prepared by Ater Wynne which authorizes and agrees to the concept of the forward purchase format of the bond issue, requests the AEA to proceed with that type of arrangement, and which would appoint an agent to act on behalf of the PMC to review the final terms and provide a certificate to this effect. (2) Finalize and have every party to the Power Sales Agreement execute the Settlement Agreement. Also, following complete execution of the Settlement Agreement, each utility's attorney must provide an opinion stating that it is a valid, binding obligation of the utility. Mr. Vassar said the opinion form had been prepared, and Ater Wynne had delivered one to each of the utilities. (3) Finalize and execute the forward purchase Contract. Simultaneously, the certificate from the agent appointed by the PMC in No. (1) above should be provided. Mr. Vassar said the interest rate which would apply to the bonds would be determined upon execution of the forward purchase contract. (4) Prepare and effectuate the closing of the transaction, currently scheduled for December 19, 1997. There was a consensus of the Committee that this item be tabled. Bradley Lake Project Mani — nent Committee Meeting Minutes Wednesday, November 5, 1997 Page 4 of 5 8. OPERATION AND DISPATCH SUBCOMMITTEE REPORT Mr. Sieczkowski reported that the O&D Subcommittee had met the previous day, and the following topics were discussed: The fish water bypass flow monitoring and SCADA input for the North Fork Bradley River had been installed. Mr. Sieczkowski said when the river is not frozen over, the operator can monitor and set the releases from the dam to offset the side flows, which should reduce the release water from the dam, providing more for generation. He noted that in the near future, Homer, Chugach, and AEA would discuss improvement of the real-time monitoring and reaction to the releases, specifically when there is a reduction. Mr. Sieczkowski said the State agencies and FERC have been advised of the variations during the last six months and have also been advised regarding potential modifications to reduce the variances. He noted that a meeting would be scheduled with the agencies to coordinate the flows, and also to coordinate their studies, with the ultimate goal being to reduce the flows. Mr. Sieczkowski said the O&D Subcommittee was next scheduled to meet at Chugach Electric Association on January 14, 1998, at 9:00 a.m. Mr. Cooley reported that both units have been operating with no problem. Mr. Stead reported that all maintenance was current, and there were no problems to report. Mr. Hickey gave an overview of the status of the ongoing instability study. He said Electric Power Systems had given a presentation the previous day on the status of the project, and they had delivered the updated governor model for implementation by the Railbelt utilities in their PSSE program. The scheduled completion date for this project is December 8, 1997. Mr. Hickey noted that this was significantly behind schedule of the original projected completion date of August 30th. He said the reason for this was because the vendor had severely underestimated the benchmarking of the model against reality. He said although the scheduled date for completion was December 8th, he did not expect to receive the contractor's report until after the first of the year. 9. OLD BUSINESS A. Spinning Reserves Update Mr. Griffith reported no change on the spinning reserves since the last meeting. B. Budget Subcommittee Bond Refunding Report - Joe Griffith This item was taken up earlier in the meeting. Cc. Construction Fund Agreement Bradley Lake Project Mane_ ent Committee Meeting Minutes Wednesday, November 5, 1997 Page 5 of 5 This item was tabled. 10. NEW BUSINESS There was no new business. 11. COMMITTEE COMMENTS There were no Committee member comments. A. Next Meeting Date It was the consensus of the Committee that the next meeting of the Bradley Lake Hydroelectric Project Management Committee be at the call of the Chair. 12, ADJOURNMENT MOTION: Mr. Carmony moved to adjourn. Seconded by Mr. Calvert. There being no objection and no further business of the Committee, the meeting was adjourned at 10:30 a.m. < BY: L ( : Eugehe\Bjornstad, irman ATTEST: CEyuie VM zy Alaska Energy Authority, Secretary PPM Meetin A Minvtes os) (ie Oras, C 2) Rell Call ca _ Zt. s\ Onli Koll Cone fh Public Civ 0 a ja Sebcomaitle = Me bps — 8 See a | Pereeeding Slowly — becaree Wey ray 4a dy fovea en Es he Oe eet te - tet dee # as is alehistns bbe haeahe cdi: fe yor hope Se ) pas ing sf Gn lee H Cor boys GVO as | ka om thas he geen et it Ath wiped to dae Ef ae ahold sh heim. NG ea L thik we r ae ee fe Hae ane tae or a he “9 Te. aan *lo a hee nee. ei nen -[Resess. - ba hy nie Cla: Bias ee a ee ft ies Ended ane Creme > Called way. a aque indies ondsr — Gewe oe Sinaia reds Cowes Ine ACA. Summovy ~ = [S Shep - Dmc to adept vesolvbion - / a Ow proiwidod ee oo a oe te Sar rh tle toe vecttad Tiers a sivg jt norescie~ ae prrpae te chrae om “Dec. nae a Men Vesoon— width crete vibes te tell os thcbd orginal emedution < Qos thes dokp +e BA was a binding. Rap - ge bekre paw Ate, Wynve j Hewith Dedsonst Skerritt Ra aa ne ce a ke, tbe Se Cn fk Bp. by iid - Stop mcd : oT Arte Fok Bradley Wi ver atfser Sidef ows HEA CEA+ AEA Siscusing real-tine rranctening- ee ere ane infoywed... ppb 0+ D ftp . : ee Pas “Wate both wie opaatiny = na Bradley Lake PROJECT MANAGEMENT COMMITTEE MEETING nerds, Movember 5,199F (Date) ATDEA = Boord iosen (Location) PLEASE SIGN IN No. NAME REPRESENTING SUI Re ees es LAE 3 Ce Hele” iE Lasea Gewe Lf ye paris CAugacA 7 pe A Pas (oe ley ae Ne 10 Row SAKTOV ll Sess 12 13 | 14 15 m2cA— iS ac TN Metco 9 Ua are eee el | aT ea Parcheiny VAI hes i 16 a PAA 17 18 20 5S a 92Q2\IT9884 af $+ 22 | Bradley Lake PROJECT MANAGEMENT COMMITTEE MEETING (Date) (Location) PLEASE SIGN IN [No.[_ NAME REPRESENTING | 1 | 2 — 3 | 4 | 5 | 6 | | 92Q2\IT9884 Agenda Item No. CITY OF SEWARD MATANUSKA ELEC ASSOC CHUGACH ELEC ASSOC HOMER ELEC ASSOC GOLDEN VAL ELEC ASSOC MUNI LIGHT & POWER ALASKA ENERGY AUTHORITY A=4+ OVER 51% DATE: _///5/4 BRADLEY PMC VOTING + Q Roll Call = . a a 01% afer =a i 14% ‘| 30% [ZT] es] mT) CCT im (Za) Feber A 26% ag Se) eT Wises bee) oo B =AEA CONCUR With A C = UNANIMOUS D= MAJORITY VOTING METHOD A: Requiring four yeas with 51% of utilities, with no AEA vote: 1) Procedures for scheduling, production and dispatch of project power. 2) Establishment of procedures for use of each purchaser's water allocation (AEA assent required for license requirements). 3) Selection among alternative methods that do not involve AEA for funding required project work. VOTING METHOD B: Requiring 4 yeas with 51% of utilities and AEA concurrence: 1) Arranging operation and maintenance of project. 2) Adoption of budget of annual project costs. VOTE(93Q3/BC5272) 3) 4) 5) 6) 7) 8) 9) Establishment of FY estimated annual payment obligation and schedule of each purchaser. Determination of annual project costs after each FY. Evaluation of necessity for and scheduling of required project work. Determination of appropriate amount of insurance. Adoption of additional minimum funding amounts for renewal and contingency reserve fund above that required by bond resolution. Selection among alternate methods that involve AEA for funding required project work. Adoption or amendment of procedural committee rules (except dispute resolution). 10) Adoption of project maintenance schedules. 11) 12) 13) 14) 15) Determination of rules, procedures and accounts necessary to manage project when no bonds outstanding. Evaluation and approval of optional project work and compensation for such work. Application of insurance claims proceeds not governed by bond resolution. Approval of procedures and any individual utility agreements relating to electric power reserves for project. Approval of consultants. VOTING METHOD C: Unanimous vote by all (including AEA) VOTING METHOD D: Majority vote (including AEA) Election of Officers Agenda Item No. CITY OF SEWARD MATANUSKA ELEC ASSOC CHUGACH ELEC ASSOC HOMER ELEC ASSOC GOLDEN VAL ELEC ASSOC MUNI LIGHT & POWER ALASKA ENERGY AUTHORITY A=4+ OVER 51% BRADLEY PMC VOTING YES NO DATE: ABs VES aps YES NO ABS 01% | 14% [_[ [ | f=] 30% [| | [ | eee | a (Seb 3 EeEo ] 17% is [eho] Feet 26 | Eee Pash] EARS] ETef J B = AEA CONCUR With A C = UNANIMOUS D= MAJORITY VOTING METHOD A: Requiring four yeas with 51% of utilities, with no AEA vote: 1) Procedures for scheduling, production and dispatch of project power. 2) Establishment of procedures for use of each purchaser's water allocation (AEA assent required for license requirements). 3) Selection among alternative methods that do not involve AEA for funding required project work. VOTING METHOD B: Requiring 4 yeas with 51% of utilities and AEA concurrence: 1) Arranging operation and maintenance of project. 2) Adoption of budget of annual project costs. VOTE(93Q3/BC5272) 3) 4) 5) 6) i) 8) 9) Establishment of FY estimated annual payment obligation and schedule of each purchaser. Determination of annual project costs after each FY. Evaluation of necessity for and scheduling of required project work. Determination of appropriate amount of insurance. Adoption of additional minimum funding amounts for renewal and contingency reserve fund above that required by bond resolution. Selection among alternate methods that involve AEA for funding required project work. Adoption or amendment of procedural committee rules (except dispute resolution). 10) Adoption of project maintenance schedules. 11) 12) 13) 14) 15) Determination of rules, procedures and accounts necessary to manage project when no bonds outstanding. Evaluation and approval of optional project work and compensation for such work. Application of insurance claims proceeds not governed by bond resolution. Approval of procedures and any individual utility agreements relating to electric power reserves for project. Approval of consultants. VOTING METHOD C: Unanimous vote by all (including AEA) VOTING METHOD D: Majority vote (including AEA) Election of Officers ALASKA INDUSTRIAL DEVELOPMENT =) > AND EXPORT AUTHORITY = ALASKA mm ENERGY AUTHORITY 480 WEST TUDOR ANCHORAGE, ALASKA 99503 907 / 269-3000 FAX 907 / 269-3044 BRADLEY LAKE PROJECT MANAGEMENT COMMITTEE MEETING AGENDA Wednesday, November 5, 1997 — 10:00 a.m. Alaska Industrial Development and Export Authority Board Room — 480 West Tudor Road 1. CALL TO ORDER _~ Bjornstad 2 ROLL CALL (for Committee members) —-~ 3. PUBLIC ROLL CALL (for all others present) ~~ 4. PUBLIC COMMENT = 5 AGENDA COMMENTS 6. APPROVAL OF MEETING MINUTES — September 4, 1997 and September 22, 1997 7. BUDGET SUBCOMMITTEE REPORT 8. OPERATION AND DISPATCH SUBCOMMITTEE REPORT “ McCrohan 9. OLD BUSINESS AL Spinning Reserves Update— Wo C h Ore —tevas— B. Budget Subcommittee Bond Refunding .~ crit //> Te a , C: Construction Fund Agreement _— tadbled. McCrohan 10. NEW BUSINESS ile COMMITTEE COMMENTS A. Next Meeting Date Bjornstad 12. | ADJOURNMENT 10/24/87 FRI 14:32 FAX 562 6994 CEA EXECUTIVE OCT-23-97 THU 11:40 AN AID! FAX NO. 90721 10 P. 02/02 we i om Nn ® ~ » w N 10. 11. 12. BRADLEY LAKE PROJECT MANAGEMENT COMMITTEE MEETING AGENDA Friday, October 31, 1897 ~- 10:00 am. Alaska Industrial Development and Export Authority Board Room — 480 West Tudor Road CALL TO ORDER Bjomstad ROLL CALL (for Committee members) PUBLIC ROLL CALL (for all others present) PUBLIC COMMENT AGENDA COMMENTS APPROVAL OF MEETING MINUTES = September 22, 1997 BUDGET SUBCOMMITTEE REPORT OPERATION AND DISPATCH SUBCOMMITTEE REPORT MeCrohan OLD BUSINESS A. Spinning Reserves Update Lovas B. Budget Subcommittee Bond Refunding Griffith c. Construction Fund Agreement McCrohan NEW BUSINESS COMMITTEE COMMENTS A Next Meeting Date Bjornstad ADJOURNMENT oor 10. 11. 12. BRADLEY LAKE PROJECT MANAGEMENT COMMITTEE MEETING AGENDA Friday, October 31, 1997 — 10:00 a.m. Alaska Industrial Development and Export Authority Board Room —- 480 West Tudor Road CALL TO ORDER Bjornstad ROLL CALL (for Committee members) PUBLIC ROLL CALL (for all others present) PUBLIC COMMENT AGENDA COMMENTS APPROVAL OF MEETING MINUTES — September 22, 1997 BUDGET SUBCOMMITTEE REPORT OPERATION AND DISPATCH SUBCOMMITTEE REPORT McCrohan OLD BUSINESS A. Spinning Reserves Update Lovas B. Budget Subcommittee Bond Refunding Griffith Cc. Construction Fund Agreement McCrohan NEW BUSINESS COMMITTEE COMMENTS A. Next Meeting Date Bjornstad ADJOURNMENT 2 >0OOO0KO000(00(00(00( 1001001001010 0K 00110 KOKA x ~ P, 01 x k TRANSACTION REPORT x x - —_——— OOOO OCT-23-97 THU 11:41 AM x x K x SEND (M) : x x DATE START RECEIVER TX TIME PAGES TYPE NOTE M# DP : Se ee x OCT-23 11:40 AN 95626994 43" 2 SEND (M) OK 077 ;: x 2 EEE EEE i x x TOTAL 43S PAGES: 2 x X x OOOO OOO OOO OOO OOO O00 309K KK KKK KKK KK KK KK 7 wee ALASKA INDUSTRIAL DEVELOPMENT ; * AND EXPORT AUTHORITY = ALASKA <_< ENERGY AUTHORITY 480 WEST TUDOR ANCHORAGE, ALASKA 99503 907 / 269-3000 FAX 907 / 269-3044 Facsimile Transmittal TO: a iguana: L . ry * : 3 COMPANY: hea E lecdeie Assoc. Fax#:() DCA-6794 From: g Shoune yaw el Date: Costs bey 24, 1197 Time: Lt: Number of pages including cover page: AX Transmittal Contents: «| — - : ALASKA INDUSTRIAL DEVELOPMENT e_~ AND EXPORT AUTHORITY => ALASKA iE ENERGY AUTHORITY 480 WEST TUDOR ANCHORAGE, ALASKA 99503 907 / 269-3000 FAX 907 / 269-3044 Facsimile Transmittal TO: MN all H COMPANY: Fax # : ( ) Sel We eee NE =~ ¥ Time: it Ee) Number of pages including cover page: xa Transmittal Contents: el Ww Comments: Notice: This facsimile may contain confidential information that is being transmitted to and is intended only for the use of the recipient named above. Reading, disclosure, discussion, dissemination, distribution, or copying of this information by anyone other than the named recipient or his or her employees or agents is strictly prohibited. If you have received this facsimile in error, please immediately destroy it and notify us by telephone, (907) 269-3000. 10. Ae 125 i Dpz, ¥ “hy BRADLEY LAKE PROJECT MANAGEMENT COMMITTEE MEETING AGENDA Alaska Industrial Development and Export Authority Board Room - 480 West Tudor Road CALL TO ORDER Bjornstad ROLL CALL (for Committee members) PUBLIC ROLL CALL (for all others present) PUBLIC COMMENT AGENDA COMMENTS APPROVAL OF MEETING MINUTES — September 22, 1997 BUDGET SUBCOMMITTEE REPORT OPERATION AND DISPATCH SUBCOMMITTEE REPORT McCrohan OLD BUSINESS A. Spinning Reserves Update Lovas B. Budget Subcommittee Bond Refunding Griffith C. Construction Fund Agreement McCrohan NEW BUSINESS COMMITTEE COMMENTS A. Next Meeting Date Bjornstad ADJOURNMENT 7000001000000 1101011110110 001K OOK OAK KOKO OK OK OOK x P.Ol =x x u TRANSACTION REPORT x x 1 —— OCT-21-97 TUE 11:10 AN x k x x SEND (IM) x x x k DATE“ START — RECEIVER TX TIME PAGES TYPE NOTE Mt DP x a $$ i x OCT-21 11:09 AM 95626994 46" 2 SEND (M) OK O41 sk x x x x k TOTAL 46S PAGES: 2 x X X SOOO OOC OC OOOO OOO OOOO OO OOOO OOO OOO OOO OOO OOOO OOOO OOOO OOO OOO OOOO OOOO AOA OO OKI UK OK eT ALASKA INDUSTRIAL DEVELOPMENT ! * AND EXPORT AUTHORITY /= a> ALASKA <— ENERGY AUTHORITY 480 WEST TUDOR ANCHORAGE, ALASKA 99503 907 / 269-3000 FAX 907 / 269-3044 Facsimile Transmittal TO: (rene. “Licens { Diane COMPANY: hvgach._&, As. aciaction- Fax#: (907) 5° 6.2-L90¢ From: STAT sete Dene Date: Qo dtaberc LL, (G94 Time: IEICE Te cP, See -LeMC Number of pages including cover page: x Transmittal Contents: ~ - ALASKA INDUSTRIAL DEVELOPMENT =~ * AND EXPORT AUTHORITY = ALASKA im =ENERGY AUTHORITY 480 WEST TUDOR ANCHORAGE, ALASKA 99503 907 / 269-3000 FAX 907 / 269-3044 Facsimile Transmittal yy = From: Cvyhiawma__Ve Date: Qctrber Q/. Time: L130 a.m: Number of pages including cover page: x Transmittal Contents: Wee \IYH ° a q /) <7 a (A a Comments: ~ >) / + (ease Vote. Any Corrections Ft Tus A We Ane far Sek BS Soar as yess oS é — - J bards ~ Yana Notice: This facsimile may contain confidential information that is being transmitted to and is intended only for the use of the recipient named above. Reading, disclosure, discussion, dissemination, distribution, or copying of this information by anyone other than the named recipient or his or her employees or agents is strictly prohibited. If you have received this facsimile in error, please immediately destroy it and notify us by telephone, (907) 269-3000. ae Ae 14. BRADLEY LAKE PROJECT MANAGEMENT COMMITTEE \. MEETING AGENDA \ Tuesday, October 28, 1997 - 1:30 p.m. Alaska Industrial Development and Export Authority Board Room +480 West Tudor Road CALL TO ORDER \ Bjornstad ROLL CALL (for Committee members) : N PUBLIC ROLL CALL (for all others present) \ PUBLIC COMMENT \ AGENDA COMMENTS ' APPROVAL OF MEETING MINUTES — September 22) 1997 BUDGET SUBCOMMITTEE REPORT OPERATION AND DISPATCH SUBCOMMITTEE REPORT McCrohan OLD BUSINESS A. Spinning Reserves Update Lovas B. Budget Subcommittee Bond Refunding Griffith C. Construction Fund-Glesere WNeps0 ce \ McCrohan NEW BUSINESS COMMITTEE COMMENTS A. Next Meeting Date Bjornstad ADJOURNMENT ~ . : ALASKA INDUSTRIAL DEVELOPMENT AND EXPORT AUTHORITY =” /= = ALASKA EK _=ENERGY AUTHORITY iy 480 WEST TUDOR ANCHORAGE, ALASKA 99503 907 / 269-3000 FAX 907 / 269-3044 Facsimile Transmittal V | aN TO: Cath (wavdnes Number of pages including cover page: od Transmittal Contents: bos, Q_ SZ FE 2 yo c ae ZS ~ omments: fe: Dyas age es ee Lit. 4 ey flax age Notice: This facsimile may contain confidential information that is being transmitted to and is intended only for the use of the recipient named above. Reading, disclosure, discussion, dissemination, distribution, or copying of this information by anyone other than the named recipient or his or her employees or agents is strictly prohibited. If you have received this facsimile in error, please immediately destroy it and notify us by telephone, (907) 269-3000. sf = Please vith Any Changes . ub revie% retucn te She-ne =D RAEI BRADLEY LAKE PROJECT MANAGEMENT COMMITTEE MEETING MINUTES Alaska Industrial Development and Export Authority 480 West Tudor Road Anchorage, Alaska “Teleconference Thursday, September 4, 1997 10:00 a.m. CALL TO ORDER een ov mes fF l= Vice Chairman Eugene Bjornstad called the teleconference meeting of the Bradley Lake Hydroelectric Project Management Committee to order at 10:00 a.m. at Alaska Industrial Development and Export Authority, 480 West Tudor Road, Anchorage, Alaska, to conduct the business of the Committee per the agenda and public notice. 24 Roll was called by Shauna Dean. ROLL CALL established: 3. Eugene Bjornstad, Vice Chairman Chugach Electric Association Dave Calvert City of Seward Norm L. Story Homer Electric Association Dennis McCrohan Alaska Energy Authority Wayne Carmony Matanuska Electric Association Mike Kelly Golden Valley Electric Association PUBLIC ROLL CALL Others Present: Elaine McCambridge, Alaska Energy Authority Valorie Walker, Alaska Energy Authority Shauna Dean, Alaska Energy Authority Hank Nikkels, Anchorage Municipal Light & Power Claudette Petty, Anchorage Municipal Light & Power John S. Cooley, Chugach Electric Association Brian Hickey, Chugach Electric Association Lee Theibert, Chugach Electric Association Joe Griffith, Chugach Electric Association The following members were present, and a quorum was Bradley Lake Project Management Committee Meeting Minutes Thursday, September 4, 1997 Page 2 of 4 Don Stead, Homer Electric Association Rick Eckert, Homer Electric Association Bob Hufman, AEG&T Ron Saxton, Purchasing Utilities Ken Vassar, Wohlforth, Argetsinger, Johnson & Brecht 4. PUBLIC COMMENT There was no public comment. 5. AGENDA COMMENTS There were no additions or corrections, and the agenda was adopted by unanimous consent. Mr. Saxton reminded the Committee that elections were due to be held at the first meeting after July 1. He said since election of officers was not scheduled for today's meeting, it should be an agenda item for the next meeting. 6. BUDGET SUBCOMMITTEE REPORT A. Bond Refunding Mr. Griffith reviewed the status of the forward refunding of the Bradley bonds with the Committee. He said it appeared that a refunding would be a timely action for the Committee to take, and it was the recommendation that the Committee proceed. Mr. Griffith said the Committee would be asked at this meeting to approve the funds required to complete the transaction. Mr. Saxton said he would meet with Messrs. Laufer and Vassar to finalize the details of the bond refunding transaction. Mr. Bjornstad said Mr. Saxton had sent a memo on August 29th advising that the amount of funds the Committee would need to approve to complete the transaction was in the range of $350,000 and $450,000. MOTION: Mr. Kelly moved to authorize the expenditure of the funds for the purpose of completing the bond refunding. Seconded by Mr. Story. Mr. McCrohan said Mr. Vassar had reviewed the options for proceeding with the refunding and closure of the existing construction fund, and Mr. Vassar believed a minor amendment to the Power Sales Agreement (PSA) would be the appropriate action to take in order to proceed. Mr. McCrohan said Mr. Vassar would discuss this with Mr. Saxton when they met. In addition, Mr. McCrohan said AEA felt they should not release Goldman, Sachs or bond counsel to perform any work until after they had met with Mr. Saxton and an agreement was reached regarding the process and timing for completing the transaction. At that point, they would proceed to the pricing stage as defined by Goldman, Sachs. Bradley Lake Project Management Committee Meeting Minutes Thursday, September 4, 1997 Page 3 of 4 Mr. McCrohan said AEA would ask that the PMC direct Mr. Saxton to meet with them to discuss all the changes which may be necessary to proceed with the refunding. Mr. Bjornstad asked Mr. Saxton's input regarding Mr. McCrohan's comments. Mr. Saxton said he had not been aware that they needed to discuss amending the Power Sales Agreement, but he was scheduled to meet with AEA on Monday morning, and it could be included as a topic of discussion. He also said it had been his understanding from meeting with AEA a week ago that it was agreed Goldman, Sachs and bond counsel could proceed, and the utilities would take the financial risk in the event the work was not able to be completed. However, he said he would be willing to discuss this topic on Monday as well. hi Mr. McCrohan asked Mr. Vassar to explain why amending the PSA may be the most expeditious wv manner in which to proceed. i” vA wt <ois _ Li wr \ iv Mr. Vassar said since the various agr reomenia te | the Po fer Sales sal agreement involve ‘different interpretations of the Power Sales Agreement, and singé the individual agreements were not actually 2» dj ny part of the Power Sales Agreement, it appeared thatthe best approach would be to amend the PSA~ 4... rather than try to operate under anew and differeft agreement.”He said he was looking forward to discussing with Mr. Saxton adjustments he felt/should be made to the Power Sales Agreement to reflect the refunding bonds so they can ensufe that when the refunding bonds are issued, they are treated as though they were the original bonds and that there is no interruption of the Power Sales Agreement. Mr. McCrohan suggested that an amendment to the motion be made that approval of the funds for the bond refunding be contingent upon the resolution of the process. Mr. Bjornstad suggested that a utility representative be present during Mr. Vassar and Mr. Saxton's meeting. Discussion was heard. Mr. Carmony suggested that if nothing could be accomplished on this item today, they recess the meeting until after Mr. Vassar and Mr. Saxton's meeting and then reconvene the PMC meeting to accomplish the approval of funds action. Mr. Kelly withdrew his motion, with the concurrence of his second. Mr. Saxton suggested that the meeting be reconvened at the call of the Chair. The Committee concurred. Mr. Nikkels asked what would happen to the reserve fund that had been established. Mr. Saxton responded there was nothing in this transaction which would change the status of any of the reserve funds. Mr. McCrohan said he would like to get some indication as to when the consultant would provide a report on the Bradley governor. Mr. Hickey gave an update on the status of the governor project. He said machine testing would be required in the next phase of the project, but he did not exactly know what would be necessary, and he did not have a time line for the completion of the second phase. Mr. Hickey said the reports that had been completed to date have been distributed. Bradley Lake Project Management Committee Meeting Minutes Thursday, September 4, 1997 Page 4 of 4 Mr. Calvert said he would need to call an IPG meeting in September. Mr. Bjornstad suggested the 18th, 19th, or the 22nd of September. There was a consensus that the 22nd would be the best for everyone, and that a PMC meeting be scheduled in conjunction with the IPG meeting. Mr. Carmony asked that an outline of the items discussed and agreed upon during Mr. Saxton's and Mr. Vassar's meeting be provided to the Committee members. Mr. Saxton said if Mr. Vassar convinced him an amendment to the PSA was the best way to proceed, Mr. Saxton would expect that another PMC meeting would be convened so he could address the process with the Committee members before he put anything on paper. Discussion was heard regarding the form of the agreement in relation to the amount of money being requested for approval. ie OLD BUSINESS A. Spinning Reserves Update B. Budget Subcommittee Bond Refunding Agenda Items 7.A. and B. were tabled. 8. NEW BUSINESS A. Draft Resolution Regarding Bradley Lake Completion Agenda Item 8.A. was tabled. 9. COMMITTEE COMMENTS A. Next Meeting Date The next regular meeting of the Bradley Lake Hydroelectric Project Management Committee was scheduled for September 22, 1997. 10. ADJOURNMENT MOTION: Mr. Kelly moved to adjourn. Seconded by Mr. Story. There being no objection and no further business of the Committee, the meeting was recessed at 10:35 a.m., to be reconvened at the call of the Chair next week. BY: Eugene Bjornstad, Vice Chairman ATTEST: Alaska Energy Authority, Secretary 1. Y lease “Return ts Sha: ORAL BRADLEY LAKE PROJECT MANAGEMENT COMMITTEE MEETING MINUTES N a nud Alaska Industrial Development and Export Authority cM pi 480 West Tudor Road Anchorage, Alaska Teleconference ‘Thursday, September 4, 1997 © 10:00 a.m. CALL TO ORDER ewe yipee Ses VF Wl Vice Chairman Eugene Bjornstad called the teleconference meeting of the Bradley Lake Hydroelectric Project Management Committee to order at 10:00 a.m. at Alaska Industrial Development and Export Authority, 480 West Tudor Road, Anchorage, Alaska, to conduct the business of the Committee per the agenda and public notice. 2. Roll was called by Shauna Dean. ROLL CALL established: 3. Eugene Bjornstad, Vice Chairman Chugach Electric Association Dave Calvert City of Seward Norm L. Story Homer Electric Association Dennis McCrohan Alaska Energy Authority Wayne Carmony Matanuska Electric Association Mike Kelly Golden Valley Electric Association PUBLIC ROLL CALL Others Present: Elaine McCambridge, Alaska Energy Authority Valorie Walker, Alaska Energy Authority Shauna Dean, Alaska Energy Authority Hank Nikkels, Anchorage Municipal Light & Power Claudette Petty, Anchorage Municipal Light & Power John S. Cooley, Chugach Electric Association Brian Hickey, Chugach Electric Association Lee Theibert, Chugach Electric Association Joe Griffith, Chugach Electric Association The following members were present, and a quorum was v Bradley Lake Project Management Committee Meeting Minutes Thursday, September 4, 1997 Page 2 of 4 Don Stead, Homer Electric Association Rick Eckert, Homer Electric Association Bob Hufman, AEG&T Ron Saxton, Purchasing Utilities Ken Vassar, Wohlforth, Argetsinger, Johnson & Brecht 4. PUBLIC COMMENT There was no public comment. 5. AGENDA COMMENTS There were no additions or corrections, and the agenda was adopted by unanimous consent. Mr. Saxton reminded the Committee that elections were due to be held at the first meeting after July 1. He said since election of officers was not scheduled for today's meeting, it should be an agenda item for the next meeting. 6. BUDGET SUBCOMMITTEE REPORT A. Bond Refunding Mr. Griffith reviewed the status of the forward refunding of the Bradley bonds with the Committee. He said it appeared that a refunding would be a timely action for the Committee to take, and it was the recommendation that the Committee proceed. Mr. Griffith said the Committee would be asked at this meeting to approve the funds required to complete the transaction. Mr. Saxton said he would meet with Messrs. Laufer and Vassar to finalize the details of the bond refunding transaction. Mr. Bjornstad said Mr. Saxton had sent a memo on August 29th advising that the amount of funds the Committee would need to approve to complete the transaction was in the range of $350,000 and $450,000. MOTION: Mr. Kelly moved to authorize the expenditure of the funds for the purpose of completing the bond refunding. Seconded by Mr. Story. Mr. McCrohan said Mr. Vassar had reviewed the options for proceeding with the refunding and closure of the existing construction fund, and Mr. Vassar believed a minor amendment to the Power Sales Agreement (PSA) would be the appropriate action to take in order to proceed. Mr. McCrohan said Mr. Vassar would discuss this with Mr. Saxton when they met. In addition, Mr. McCrohan said AEA felt they should not release Goldman, Sachs or bond counsel to perform any work until after they had met with Mr. Saxton and an agreement was reached regarding the process and timing for completing the transaction. At that point, they would proceed to the pricing stage as defined by Goldman, Sachs. Bradley Lake Project Management Committee Meeting Minutes Thursday, September 4, 1997 Page 3 of 4 Mr. McCrohan said AEA would ask that the PMC direct Mr. Saxton to meet with them to discuss all the changes which may be necessary to proceed with the refunding. Mr. Bjornstad asked Mr. Saxton's input regarding Mr. McCrohan's comments. Mr. Saxton said he had not been aware that they needed to discuss amending the Power Sales Agreement, but he was scheduled to meet with AEA on Monday morning, and it could be included as a topic of discussion. He also said it had been his understanding from meeting with AEA a week ago that it was agreed Goldman, Sachs and bond counsel could proceed, and the utilities would take the financial risk in the event the work was not able to be completed. However, he said he would be willing to discuss this topic on Monday as well. Mr. McCrohan asked Mr. Vassar to explain why amending the PSA may be the most expeditious manner in which to proceed. Mr. Vassar said since the various agreements to the Power Sales Agreement may involve different interpretations of the Power Sales Agreement, and since the individual agreements were not actually part of the Power Sales Agreement, it appeared that the best approach would be to amend the PSA rather than try to operate under a new and different agreement. He said he was looking forward to discussing with Mr. Saxton adjustments he felt should be made to the Power Sales Agreement to reflect the refunding bonds so they can ensure that when the refunding bonds are issued, they are treated as though they were the original bonds and that there is no interruption of the Power Sales Agreement. Mr. McCrohan suggested that an amendment to the motion be made that approval of the funds for the bond refunding be contingent upon the resolution of the process. Mr. Bjornstad suggested that a utility representative be present during Mr. Vassar and Mr. Saxton's meeting. Discussion was heard. Mr. Carmony suggested that if nothing could be accomplished on this item today, they recess the meeting until after Mr. Vassar and Mr. Saxton's meeting and then reconvene the PMC meeting to accomplish the approval of funds action. Mr. Kelly withdrew his motion, with the concurrence of his second. Mr. Saxton suggested that the meeting be reconvened at the call of the Chair. The Committee concurred. Mr. Nikkels asked what would happen to the reserve fund that had been established. Mr. Saxton responded there was nothing in this transaction which would change the status of any of the reserve funds. Mr. McCrohan said he would like to get some indication as to when the consultant would provide a report on the Bradley governor. Mr. Hickey gave an update on the status of the governor project. He said machine testing would be required in the next phase of the project, but he did not exactly know what would be necessary, and he did not have a time line for the completion of the second phase. Mr. Hickey said the reports that had been completed to date have been distributed. \ Bradley Lake Project Management Committee Meeting Minutes Thursday, September 4, 1997 Page 4 of 4 Mr. Calvert said he would need to call an IPG meeting in September. Mr. Bjornstad suggested the 18th, 19th, or the 22nd of September. There was a consensus that the 22nd would be the best for everyone, and that a PMC meeting be scheduled in conjunction with the IPG meeting. Mr. Carmony asked that an outline of the items discussed and agreed upon during Mr. Saxton's and Mr. Vassar's meeting be provided to the Committee members. Mr. Saxton said if Mr. Vassar convinced him an amendment to the PSA was the best way to proceed, Mr. Saxton would expect that another PMC meeting would be convened so he could address the process with the Committee members before he put anything on paper. Discussion was heard regarding the form of the agreement in relation to the amount of money being requested for approval. Te OLD BUSINESS A. Spinning Reserves Update B. Budget Subcommittee Bond Refunding Agenda Items 7.A. and B. were tabled. 8. NEW BUSINESS A. Draft Resolution Regarding Bradley Lake Completion Agenda Item 8.A. was tabled. 9: COMMITTEE COMMENTS A. Next Meeting Date The next regular meeting of the Bradley Lake Hydroelectric Project Management Committee was scheduled for September 22, 1997. 10. ADJOURNMENT MOTION: Mr. Kelly moved to adjourn. Seconded by Mr. Story. There being no objection and no further business of the Committee, the meeting was recessed at 10:35 a.m., to be reconvened at the call of the Chair next week. BY: Eugene Bjornstad, Vice Chairman ATTEST: Alaska Energy Authority, Secretary It appears that what we're talking about are agreements to the PSA that may involve either an interpretation of the PSA, that not all parties agree to, or to the extent that these are not part of the PSA then the best approach would be to amend the existing agreement rather than trying to operate under some new and different agreement. In any event, with the issuance of refunding bonds the existing PSA has some indication that there were refunding bonds or the possibility of refunding bonds contemplated, but there are some adjustments that should be made to reflect those refunding bonds so that we’re sure that when the refunding bonds are issued that they are treated as though they were the original bonds and there is no interruption of the PSA. i “DRAFT BRADLEY LAKE PROJECT MANAGEMENT COMMITTEE =x’: )\//4 MEETING MINUTES QE< wee Training Room mete Chugach Electric Association 5601 Minnesota Drive Anchorage, Alaska ‘Monday;September 22;1997> > 10:00 a.m. (Continuation of meeting of September 4, 1997) 4; ALL TO ORDER Vice Chairman Eugene Bjomstad reconvened the meeting of the Bradley Lake Hydroelectric Project Management Committee of September 4, 1997, at 10:00 a.m. on Monday, September 22, 1997, in the Training Room of Chugach Electric Association, Anchorage, Alaska, to conduct the business of the Committee per the agenda and public notice. Mr. Bjomstad said he would entertain a motion to adjoum this meeting and the topic of discussion at this meeting would be taken up during the regular PMC meeting to convene directly following adjoumment of this meeting. 2. ROLL CALL This item was tabled. 3. PUBLIC ROLL CALL This item was tabled. 4. PUBLI MMENT This item was tabled. 5; AGENDA COMMENT! The agenda was previously adopted by unanimous consent. 6. BUDGET SUBCOMMITTEE REPORT A. Bond Refunding (Continued from September 4, 1997) This item was tabled. af *Bradley Lake Project Management Committee Meeting Minutes Monday, September 22, 1997 Page 2 of 2 7. OLD BUSINESS A. Spinning Reserves Update B. Budget Subcommittee Bond Refunding Agenda Items 7.A. and B. were tabled. 8. NEW BUSINE: A. Draft Resolution Regarding Bradley Lake Completion Agenda Item 8.A. was tabled. 9. COMMITTEE COMMENTS A. Next Meeting Date The next regular meeting of the Bradley Lake Hydroelectric Project Management Committee was scheduled to follow this meeting on September 22, 1997. 10. ADJOURNMENT MOTION: Mr. Story moved to adjourn. Seconded by Mr. Kelly. There being no objection and no further business of the Committee, the meeting was adjoumed at 10:05 a.m. BY: Eugene Bjornstad, Vice Chairman ATTEST: Alaska Energy Authority, Secretary BRADLEY LAKE PROJECT MANAGEMENT COMMITTEE ae MEETING MINUTES SES Soe Training Room YEW Chugach Electric Association 5601 Minnesota Drive Anchorage, Alaska kel nbd “Monday, September 22, 1997 Co 10:00 a.m. Co Le ALL TO ORDER Vice Chairman Eugene Bjomstad reconvened the meeting of the Bradley Lake Hydroelectric Project Management Committee of September 4, 1997, at 10:00 a.m. on Monday, September 22, 1997, in the Training Room of Chugach Electric Association, Anchorage, Alaska, to conduct the business of the Committee per the agenda and public notice. Mr. Bjomstad said he would entertain a motion to adjourn this meeting and the topic of discussion at this meeting would be taken up during the regular PMC meeting to convene directly following adjoumment of this meeting. 2. ROLL CALL This item was tabled. 3. PUBLIC ROLL CALL This item was tabled. 4. PUBLIC COMMENT This item was tabled. 5. AGENDA COMMENTS The agenda was previously adopted by unanimous consent. 6. BUDGET SUBCOMMITTEE REPORT A. Bond Refundin ‘ontinued from September 4, 199) This item was tabled. Bradley Lake Project Management Committee Meeting Minutes Monday, September 22, 1997 Page 2 of 2 7. OLD BUSINESS A. Spinning Reserves Update B. Budget Subcommittee Bond Refunding Agenda Items 7.A. and B. were tabled. 8. NEW BUSINE: A. Draft Resolution Regarding Bradley Lake Completion Agenda Item 8.A. was tabled. 9. COMMITTEE COMMENTS A. Next Meeting Date The next regular meeting of the Bradley Lake Hydroelectric Project Management Committee was scheduled to follow this meeting on September 22, 1997. 10. ADJOURNMENT MOTION: Mr. Story moved to adjourn. Seconded by Mr. Kelly. There being no objection and no further business of the Committee, the meeting was adjoumed at 10:05 a.m. BY: Eugene Bjornstad, Vice Chairman ATTEST: Alaska Energy Authority, Secretary DR Ave BRADLEY LAKE PROJECT MANAGEMENT COMMITTEE MEETING MINUTES Training Room M02 ITY Chugach Electric Association aes 5601 Minnesota Drive ama Anchorage, Alaska VETS A CALL TO ORDER Vice Chairman Eugene Bjomstad called the meeting of the Bradley Lake Hydroelectric Project Management Committee to order at 11:00 a.m. on Monday, September 22, 1997, in the Training Room of Chugach Electric Association, Anchorage, Alaska, to conduct the business of the Committee per the agenda and public notice. 2. ROLL CALL Roll was called by Shauna Dean. The following members were present, and a quorum was established: Eugene Bjornstad, Vice Chairman Chugach Electric Association Dave Calvert City of Seward Norm L. Story Homer Electric Association Dennis McCrohan Alaska Energy Authority Wayne Carmony Matanuska Electric Association Mike Kelly Golden Valley Electric Association 3. PUBLIC ROLL CALL Others Present: Valorie Walker, Alaska Energy Authority Ut x Cindy Cartledge, Alaska Energy Authori WIT ELS Shauna Dean, Alaska Energy Authority Hank Nikkels, Anchorage Municipal Light & Power Jim Walker, Municipality of Anchorage Bradley Lake Project Management Committee Meeting Minutes Monday, September 22, 1997 Page 2 of 5 Tim McConnell, Anchorage Municipal Light & Power John S. Cooley, Chugach Electric Association Brian Hickey, Chugach Electric Association Joe Griffith, Chugach Electric Association Jim Hall, Matanuska Electric Association Don Stead, Homer Electric Association Bob Hufman, AEG&T Robert Hansen, Golden Valley Electric Association Bradley Evans, Golden Valley Electric Association Steve Haagenson, Golden Valley Electric Association Ron Saxton, Purchasing Utilities Ken Vassar, Wohlforth, Argetsinger, Johnson & Brecht | 4. PUBLIC COMMENT There was no public comment. 5. AGENDA COMMENTS Mr. McCrohan asked that Agenda Item 9 be restructured as follows: Spinning Reserves Update — Joe Griffith Qut-of-Pocket Bond Refunding Costs —- Dennis McCrohan Budget Subcommittee Bond Refunding Report — Joe Griffith Settlement Agreement — Ron Saxton GOP, There were no other additions or comments, and the agenda was adopted by unanimous consent. 6. APPROVAL OF MEETING MINUTES - May 20, 1997 MOTION: Mr. Calvert moved to approve the meeting minutes of May 20, 1997. Seconded by Mr. Kelly. There being no changes or additions, a voice vote was taken, and the minutes were unanimously approved as presented. 7. BUDGET SUBCOMMITTEE REPORT SK A. Bond Refunding (Continued from September 4, 1997) i Lf rl igl : (Sa we TY >, ‘ \0O OCO O fA \( { of ae the status of the bond refunding. He said there was ‘Sicasiimanrecuntecs Xx CO i unexpended —_ stil oe in lie a -which-would_cover_the_bulk-of-the—— _ Mr. Evans reported that the Budget Subcommittee had recently approved the audit performed by Pete Raiskums. 8. OPERATION AND DISPATCH SUBCOMMITTEE REPORT \aw(o Bradley Lake Project Management Committee Meeting Minutes Monday, September 22, 1997 Page 3 of 5 Mr. McCrohan said Mr. Stead would present the O&D report in Mr. Sieczkowski's absence. Mr. Stead reported that the operations and maintenance of the project were running smoothly. He said they were scheduled to fly a shack up to the North Fork today for additional stream gauging, but they were unable to do so due to high winds. ) Mr. Cooley reported that the lake level was currently at welt said they had had a significant X problem last Wednesday in that the line between Anchorage and Kenai tripped with both Bradley units and a Bemice Lake unit on. One Bradley unit had to be taken off line to stabilize the system, and they were unable to control frequency on the Kenai for about 20 minutes. Homer had shed three feeders during this period. He said the cause of the problem had originated on the Kenai side, but the specific problem had not yet been determined. Discussion was heard. Mr. Hickey reported that the O&D Subcommittee had met on the 5th and had discussed the status of the GPS. The consultant had advised that they were currently working on benchmarking the model, and the report on this phase of the project would be completed next week. 9. OLD BUSINESS A. Spinning Reserves Update Mr. Griffith said the ASCC/RCC economic evaluation was still in progress, and that was all he had to report. Lor uxode dont < MOTION: Mr. McCrohan moved that the Commi approve the following on reimbursement: 5 ‘Eat out-of- -pocket expe! ses for all parties’ involved in the refunding, other than the underwriters, be reimburs: iby the PMC’prior to implementatien-ef the pricing stage, and:that: all parties' out-of-pocket expenses, including the underwriters, be reimbursed by the PMC for activities prior to document closing. Seconded by Mr. Kelly. HW ot D if ow a B. Qut-of-Pocket Bond Refunding Costs - Dennis McCrohan x & 1004" 4.) Mr. McCrohan asked Ms. Walker to address the motion, and discussion was heard. 7) © A jedilif MOTION: Mr. Kelly moved to table action on this item until after the Committee had taken up Agenda Item 9.D. Seconded by Mr. Griffith. There being no discussion, a voice vote was taken, and the motion passed unanimously. This item was tabled until after Agenda Item 9.D. al C. Budget Subcommittee Bond Refunding Report - Joe Griffith oF Mr. Griffith said Ms. Walker had gone over the first three steps, and he would pick up At that point. He reported that the due diligence was currently being conducted, and the pricing will occur at the completion of the due diligence process. He said after closing, the current’estimate was approximately $350,000. Mr. Griffith said the last two steps are secondary offeri d final ~— settlement, and by the time they got to that point, they would have incurred an additional $1.3 million, Bradley Lake Project Management Committee Meeting Minutes Monday, September 22, 1997 Page 4 of 5 ¥ cS but that would be picked up in the refunding issued. ») | 3 GUC9$ Mr. Griffith summarized the meeting with Mr. Saxton last week in Seattle. He said action items and topics had been designated to each individual participant. The large action items on the utility side consist of compiling the descriptions of the power purchaser service area, regulations and operations, and financial summaries. He added that the only financial summaries he currently has are Homer's and Chugach's and everyone else needs to submit their audited financial summaries. Discussion was heard. D. Settlement Agreement - Ron Saxton Mr. Saxton reported that the settlement agreement remained unchanged. He said he and Mr. Vassar had reached tentative agreement as follows: Mr. Vassar said he would prefer approval by the different boards, but he would accept execution by the managers if an opinion from their counsel could be provided stating the attorney had reviewed the agreement and concurred that execution by the manager or the board was sufficient to bind the utilities to the agreement without further action. Mr. Saxton further explained that the attorney's opinion would not address the merits of the settlement or anything else about Bradley Lake. Mr. Saxton said if the attorneys and/or boards would accomplish execution of the agreement, he and Mr. Vassar would work on revising the settlement agreement so it could be distributed within the next couple of days. Mr. Kelly suggested that Mr. Saxton fax the Committee members a statement outlining his and Mr. Vassar's agreement in that regard. Mr. Saxton responded that they would be provided a form of opinion to provide their attorneys. Discussion was heard. 9. OLD BUSINESS B. Qut-of-Pocket Bond Refunding Costs - Dennis McCrohan MOTION: Mr. Kelly moved to take off the table and place back before the Committee Mr. McCrohan's earlier motion under Item 9.B. concerning reimbursement of out-of-pocket expenses associated with the bond refunding. Seconded by Mr. Story. A voice vote was taken, and the motion passed unanimously. _7~ AAS = Said thatas epwects / WK Dennis Saad mot was Mr. McCrohan addressed his earlier motion. / Came y Clarified that the estimate was $100,000 for the first part of the motion, with a total of $650,000 through the second part of the motion. Mr. McCrohan said that was correct, and he assumed it would have to be reviewed and approved by the Budget Subcommittee. He added that it did not iriclude PMC or the PMC's counsel's costs. Discussion was heard. = MOTION: Mr. Kelly moved to make the $100,000 amount a not-to-exceed amount without prior approval of the Budget Subcommittee. Seconded by Mr. Story. Discussion was heard. There being no further discussion, a voice vote was taken and the motion passed unanimously. Bradley Lake Project Management Committee Meeting Minutes Monday, September 22, 1997 Page 5 of 5 Crew Lot eZ 2? The question was called on Mr. McCrohan's main motion to have all parties' out-of-pocket /c” // expenses, excluding underwriters, reimbursed by the PMC prior to pricing, and all parties' out- / , > of-pocket expenses, including underwriters, be reimbursed by the PMC prior to document 9 7 closing. A voice vote was taken, and the motion passed unanimously. A 10. NEW BUSINESS A. Election of Officers The Chair opened the floor for nominations of Chairman, Vice Chairman, and Secretary/Treasurer. MOTION: Mr. Kelly moved to retain the current slate of officers: Mr. Bjornstad, Chairman; Mr. Story, Vice Chairman; and Mr. McCrohan, Secretary/Treasurer, and he asked unanimous consent. Seconded by Mr. Story. There being no other nominations, the Chair closed nominations. A voice vote was taken, and the motion passed unanimously. 11. COMMITTEE COMMENTS Chair Bjornstad advised that they needed to appoint a Chair for the Budget Subcommittee. MOTION: Mr. Kelly moved to appoint Mr. Brad Evans as Chair. Seconded by Mr. Story. There was no discussion, and a voice vote was taken. The motion passed unanimously. A. Next Meeting Date It was the consensus of the Committee that the next meeting of the Bradley Lake Hydroelectric Project Management Committee be scheduled for a teleconference on October 27, 28, or 29, 1997, at the call of the Chair. [ote 2 OcteEe age = ALDEA Board Me. qZ ADJOURNMENT MOTION: Mr. Story moved to adjourn. Seconded by Mr. Kelly. There being no objection and no further business of the Committee, the meeting was recessed at 11:45 a.m. BY: Eugene Bjornstad, Chairman ATTEST: Alaska Energy Authority, Secretary BRADLEY LAKE PROJECT MANAGEMENT COMMITTEE MEETING MINUTES Training Room XCD Chugach Electric Association SES 5601 Minnesota Drive =- Anchorage, Alaska VF Ww ‘Régular Meeting ‘Monday, September-22;1997 10:00 a.m. Copmninds 1. CALLTO ORDER ‘Deum F Vice Chairman Eugene Bjomstad called the meeting of the Bradley Lake Hydroelectric Project Management Committee to order at 11:00 a.m. on Monday, September 22, 1997, in the Training Room of Chugach Electric Association, Anchorage, Alaska, to conduct the business of the Committee per the agenda and public notice. 2. ROLL CALL Roll was called by Shauna Dean. The following members were present, and a quorum was established: Eugene Bjomstad, Vice Chairman Chugach Electric Association Dave Calvert City of Seward Norm L. Story Homer Electric Association Dennis McCrohan Alaska Energy Authority Wayne Carmony Matanuska Electric Association Mike Kelly Golden Valley Electric Association 3. PUBLIC ROLL CALL Others Present: Valorie Walker, Alaska Energy Authority Cindy Cartledge, Alaska Energy Authority Shauna Dean, Alaska Energy Authority Hank Nikkels, Anchorage Municipal Light & Power Jim Walker, Municipality of Anchorage Bradley Lake Project Management Committee Meeting Minutes Monday, September 22, 1997 Page 2 of 5 Tim McConnell, Anchorage Municipal Light & Power John S. Cooley, Chugach Electric Association Brian Hickey, Chugach Electric Association Joe Griffith, Chugach Electric Association Jim Hall, Matanuska Electric Association Don Stead, Homer Electric Association Bob Hufman, AEG&T Robert Hansen, Golden Valley Electric Association Bradley Evans, Golden Valley Electric Association Steve Haagenson, Golden Valley Electric Association Ron Saxton, Purchasing Utilities Ken Vassar, Wohlforth, Argetsinger, Johnson & Brecht 4. PUBLIC COMMENT There was no public comment. 5. AGENDA COMMENTS Mr. McCrohan asked that Agenda Item 9 be restructured as follows: Spinning Reserves Update — Joe Griffith Qut-of-Pocket Bond Refunding Costs — Dennis McCrohan Budget Subcommittee Bond Refunding Report — Joe Griffith Settlement Agreement — Ron Saxton GOD> There were no other additions or comments, and the agenda was adopted by unanimous consent. 6. APPROVAL OF MEETING MINUTES - May 20, 1997 MOTION: Mr. Calvert moved to approve the meeting minutes of May 20, 1997. Seconded by Mr. Kelly. There being no changes or additions, a voice vote was taken, and the minutes were (U~ unanimously approved as presented. if we x reg 7. BUDGET SUBCOMMITTEE REPORT ~ - 20 a On “heh A. Bond Refunding (Continued from September 4, 1997) Ve wy $500,000 in unexpended funds still remaining in(the account, which would cover the bulk of the expenses associated with the bond refunding transaction. 2 Pot?” sah Mr. Griffith recapped the status of the bond tung esi there was currently approximately Mr. Evans reported that the Budget Subcommittee had recently approved the audit performed by Pete Raiskums. 8. OPERATION AND DISPATCH SUBCOMMITTEE REPORT Const ochton fond iS not Bradley Lake Project Management Committee Meeting Minutes Monday, September 22, 1997 Page 3 of 5 Mr. McCrohan said Mr. Stead would present the O&D report in Mr. Sieczkowski's absence. Mr. Stead reported that the operations and maintenance of the project were running smoothly. He said they were scheduled to fly a shack up to the North Fork today for additional stream gauging, but they were unable to do so due to high winds. Mr. Cooley reported that the lake level was currently at 1,167. He said they had had a significant problem last Wednesday in that the line between Anchorage and Kenai tripped with both Bradley units and a Bernice Lake unit on. One Bradley unit had to be taken off line to stabilize the system, and they were unable to control frequency on the Kenai for about 20 minutes. Homer had shed three feeders during this period. He said the cause of the problem had originated on the Kenai side, but the specific problem had not yet been determined. Discussion was heard. Mr. Hickey reported that the O&D Subcommittee had met on the 5th and had discussed the status of the GPS. The consultant had advised that they were currently working on benchmarking the model, and the report on this phase of the project would be completed next week. 9. OLD BUSINESS A. Spinning Reserves Update Mr. Griffith said the ASCC/RCC economic evaluation was still in progress, and that was all he had to report. yy 4» 44e ens eStE YOUU lat we Meee = B. Out-of- Pocke Bond Refunding Costs - Dennis McCrohan WAC Uwe ¢ MOTION: Mr. McCrohan moved that the Committee approve the following on reimbursement: ThatVout-of-pocket expenses for all parties involved in the refunding, other than the underwriters, be reimbursed by the PMC prior to implementation of the pricing stage, and that all parties’, out-of-pocket expenses, including the underwriters, be reimbursed by the PMC for activities prior to ea closing. Seconded by Mr. Kelly. \WAcuUnre Mr. McCrohan asked Ms. Walker to address the motion, and discussion was heard. MOTION: Mr. Kelly moved to table action on this item until after the Committee had taken up Agenda Item 9.D. Seconded by Mr. Griffith. There being no discussion, a voice vote was taken, and the motion passed unanimously. This item was tabled until after Agenda Item 9.D. C. Budget Subcommittee Bond Refunding Report - Joe Griffith Mr. Griffith said Ms. Walker had gone over the first three steps, and he would pick up at that point. He reported that the due diligence was currently being conducted, and the pricing will occur at the completion of the due diligence process. He said after closing, the current estimate was approximately $350,000. Mr. Griffith said the last two steps are secondary offering and final settlement, and by the time they got to that point, they would have incurred an additional $1.3 million, Bradley Lake Project Management Committee Meeting Minutes Monday, September 22, 1997 Page 4 of 5 but that would be picked up in the refunding S \ SULA : Mr. Griffith summarized the meeting with Mr. Saxton last week in Seattle. He said action items and topics had been designated to each individual participant. The large action items on the utility side consist of compiling the descriptions of the power purchaser service area, regulations and operations, and financial summaries. He added that the only financial summaries he currently has are Homer's and Chugach's and everyone else needs to submit their audited financial summaries. Discussion was heard. D. Settlement Agreement - Ron Saxton Mr. Saxton reported that the settlement agreement remained unchanged. He said he and Mr. Vassar had reached tentative agreement as follows: Mr. Vassar said he would prefer approval by the different boards, but he would accept execution by the managers if an opinion from their counsel could be provided stating the attorney had reviewed the agreement and concurred that execution by the manager or the board was sufficient to bind the utilities to the agreement without further action. Mr. Saxton further explained that the attomey's opinion would not address the merits of the settlement or anything else about Bradley Lake. Mr. Saxton said if the attomeys and/or boards would accomplish execution of the agreement, he and Mr. Vassar would work on revising the settlement agreement so it could be distributed within the next couple of days. Mr. Kelly suggested that Mr. Saxton fax the Committee members a statement outlining his and Mr. Vassar's agreement in that regard. Mr. Saxton responded that they would be provided a form of opinion to provide their attorneys. Discussion was heard. 9. OLD BUSINESS B. Qut-of-Pocket Bond Refunding Costs - Dennis McCrohan MOTION: Mr. Kelly moved to take off the table and place back before the Committee Mr. McCrohan's earlier motion under Item 9.B. concerning reimbursement of out-of-pocket expenses associated with the bond refunding. Seconded by Mr. Story. A voice vote was taken, and the motion passed unanimously. Mr. McCrohan addressed his earlier motion. Mr. Carmony clarified that the estimate was $100,000 for the first part of the motion, with a total of $350,000 through the second part of the motion. Mr. McCrohan said that was correct, and he assumed it would have to be reviewed and approved by the Budget Subcommittee. He added that it did not include PMC or the PMC's counsel's costs. Discussion was heard. MOTION: Mr. Kelly moved to make the $100,000 amount a not-to-exceed amount without prior approval of the Budget Subcommittee. Seconded by Mr. Story. Discussion was heard. There being no further discussion, a voice vote was taken and the motion passed unanimously. Bradley Lake Project Management Committee Meeting Minutes Monday, September 22, 1997 Page 5 of dD \nouw? f The question was called on Mr. McCrohan's main motion to have all parties’ ‘out-of-pocket expenses, excluding underwriters, reimbursed by the PMC prior to pricing, and all parties’ out- of-pocket expenses, including underwriters, be reimbursed by the PMC prior to document closing. A voice vote was taken, and the motion passed unanimously. 10. NEW BUSINESS A. Election of Officers The Chair opened the floor for nominations of Chairman, Vice Chairman, and Secretary/Treasurer. MOTION: Mr. Kelly moved to retain the current slate of officers: Mr. Bjornstad, Chairman; Mr. Story, Vice Chairman; and Mr. McCrohan, Secretary/Treasurer, and he asked unanimous consent. Seconded by Mr. Story. There being no other nominations, the Chair closed nominations. A voice vote was taken, and the motion passed unanimously. 11. COMMITTEE COMMENTS Chair Bjornstad advised that they needed to appoint a Chair for the Budget Subcommittee. MOTION: Mr. Kelly moved to appoint Mr. Brad Evans as Chair. Seconded by Mr. Story. There was no discussion, and a voice vote was taken. The motion passed unanimously. A. Next Meeting Date It was the consensus of the Committee that the next meeting of the Bradley Lake Hydroelectric Project Management Committee be scheduled for a teleconference on October 27, 28, or 29, 1997, at the call of the Chair. Nolte 2 October RI = ALDEA Boa May. 12. ADJOURNMENT MOTION: Mr. Story moved to adjourn. Seconded by Mr. Kelly. There being no objection and no further business of the Committee, the meeting was recessed at 11:45 a.m. BY: Eugene Bjornstad, Chairman ATTEST: Alaska Energy Authority, Secretary