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HomeMy WebLinkAboutBPMC Meeting August 4, 1994ALASKA INDUSTRIAL DEVELOPMENT » ¢ AND EXPORT AUTHORITY [= ALASKA @@_ = ENERGY AUTHORITY 480 WEST TUDOR ANCHORAGE, ALASKA 99503 907 / 561-8050 FAX 907 /561-8998 BRADLEY LAKE PROJECT MANAGEMENT COMMITTEE MEETING AGENDA Thursday, August 4, 1994 - 10:00 a.m. Anchorage Municipal Light & Power Commission Room - 1200 East 1st Avenue 1. CALL TO ORDER Story ve ROLL CALL 3. PUBLIC COMMENT 4. AGENDA COMMENTS A. Confirmation of Elected Officers in accordance with Section II of the Alaska Energy Authority By-Laws 5. APPROVAL OF MEETING MINUTES - June 10, 1994 6. BUDGET SUBCOMMITTEE REPORT Lovas 7. OPERATION AND DISPATCH SUBCOMMITTEE REPORT Sieczkowski 8. INSURANCE SUBCOMMITTEE REPORT McCrohan 9. OLD BUSINESS A. Spinning Reserves Update Lovas B. Agreement Progress Report McCrohan Cc. Dispatch Report McConnell 10. NEW BUSINESS A. Approval of Legal Expenses & other expenses Bjornstad 11. COMMITTEE COMMENTS A. Next Meeting Date Story 12! ADJOURNMENT ALASKA INDUSTRIAL DEVELOPMENT > ¢ AND EXPORT AUTHORITY f= ALASKA @@E™ = ENERGY AUTHORITY 480 WEST TUDOR ANCHORAGE, ALASKA 99503 907 / 561-8050 FAX 907 /561-8998 ALASKA ENERGY AUTHORITY/ALASKA INDUSTRIAL DEVELOPMENT AND EXPORT AUTHORITY Public Notice Bradley Lake Project Management Committee Notice is hereby given that the Bradley Lake Project Management Committee will hold a regular meeting to conduct the affairs of the Committee at Anchorage Municipal Light & Power (Commission Room), 1200 East 1st Avenue, Anchorage, Alaska. This meeting will commence at 10:00 a.m., on Thursday, August 4, 1994. For additional information, contact Norman L. Story, Chairman, Homer Electric Association, 3877 Lake Street, Homer, Alaska 99603. The State of Alaska (AIDEA), complies with Title II of the Americans with Disabilities Act of 1990. Disabled persons requiring special modifications to participate should contact AIDEA staff at (907) 561-8050 to make special arrangements. /s/ Alaska Energy Authority Project Management Committee Publish: Saturday, July 30, 1994 BRADLEY LAKE PROJECT MANAGEMENT COrmmniTTEE DRAFT MEETING MINUTES Commission Room Anchorage Municipal Light & Power 1200 East lst Avenue Anchorage, Alaska Friday, June 10, 1994 10:00 a.m. 1. CALL TO ORDER Chairman Norm Story called the meeting of the Bradley Lake Hydro- electric Project Management Committee to order at 10:15 a.m. in the Commission Room of Anchorage Municipal Light & Power, 1200 East lst Avenue, Anchorage, Alaska, to conduct the business of the Committee per the agenda and public notice. A quorum was established. 2. ROLL CALL Alaska Energy Authority Stan Sieczkowski, Alternate Golden Valley Electric Association Mike Kelly, Designated Representative City of Seward Dave Calvert, Designated Representative Homer Electric Association Norm Story, Designated Representative Matanuska Electric Association Jim Woodcock, Alternate Anchorage Municipal Light & Power Tom Stahr, Designated Representative Chugach Electric Association Eugene Bjornstad Others Present: Dan Beardsley, AIDEA/AEA Sharron Sigafoos, AIDEA Dave Eberle, AIDEA Jim Hall, Matanuska Electric Association Myles Yerkes, Homer Electric Association Ron Saxton, Ater, Wynne, Hewitt, Dodson & Skerritt Bradley Evans, Golden Valley Electric Association Tom Lovas, Chugach Electric Association Dan Bloomer, Chugach Electric Association Tim McConnell, Anchorage Municipal Light & Power Bob Price, Anchorage Municipal Light & Power Mary Ann Pease, Anchorage Municipal Light & Power Vince Mottola, Fairbanks Municipal Utilities System David Burlingame, Chugach Electric Association Allan Yost, REA John S. Cooley, Chugach Electric Association Bradley Lake Projece Management Committee Meeting Minutes - June 10, 1994 Page 2 of 9 3. PUBLIC COMMENT There were no public comments. 4. AGENDA COMMENTS Mr. Stahr requested adding "Dispatch" as Item C. under No. 10, New Business. A. Confirmation of Elected Officers in Accordance With Section II of the Alaska Energy Authority By-Laws Tabled until the August meeting. 5. APPROVAL OF MEETING MINUTES - APRIL 29, 1994 MOTION: Mr. Bjornstad moved to approve the April 29, 1994 minutes. Seconded by Mr. Sieczkowski. Mr. Woodcock commented that he was listed as an "Alter- nate" under ROLL CALL. Mr. Story responded that Mata- nuska Electric Association should send a letter to the Chairman stating that Mr. Woodcock was the new Represen- tative. Mr. Bjornstad stated that Chugach would also submit a letter designating him as their new representa- tive. Under ROLL CALL on page 1, "Brad Evans, Alternate" should be listed under Golden Valley Electric Association instead of “Mike Kelly, Designated Representative." Under "Others Present" on page 1, "Dan Bloumer" should be corrected to "Dan Bloomer." In the first line of the last paragraph on page 4 of 7, "Mr. Kelly" should be changed to "Mr. Yerkes." The question was called; the minutes were approved as corrected. 6. BUDGET SUBCOMMITTEE REPORT. There was no Budget Subcommittee Report. 7. OPERATION AND DISPATCH SUBCOMMITTEE REPORT Mr. Sieczkowski reported that the O&D Committee had met June 9th. Monthly project operations reports have been provided by ML&P, CEA, and HEA. Water allocation updates were provided by HEA, and HEA will commence reporting the water conditions to the dispatchers on a weekly basis during the high in-flow periods. HEA will also provide an FY 95 maintenance schedule for major projects. Mr. Sieczkowski stated that the O&D Committee had prepared a list of recommendations, and these had been provided to the Board at the beginning of this meeting. Mr. Sieczkowski said he would summarize Bradley Lake Proje Management Committee Meeting Minutes - June 10, 1994 Page 3 of 9 these recommendations under the New Business portion of the agenda. He said the Subcommittee had discussed capital projects. HEA had suggested that the O&D Subcommittee meet periodically at the Bradley Lake work site, and the O&D Subcommittee concurred subject to Board approval. The Subcommittee had agreed to begin reviewing the operations and maintenance schedules as directed by the PMC, and a tentative schedule has been established. The Subcommittee would meet at least once every two months for that purpose, and based on that schedule, the Subcommittee anticipated that the review could be accomplished within a year. At the end of the review process, the Subcommittee would present its recommendation to the PMC for adoption of the Bradley Lake O&M standards. Mr. Burlingame reported that a capacitor failure had occurred the previous week; the capacitor had been replaced. The project was being operated at the Committee’s adopted water allocation production schedule. The lake level is expected to reach 1, 178 feet, which is about 1-1/2 to 2 feet below spill level. Mr. Yerkes reported that one day of oil spill containment training and three days of hazardous conditions training had been completed. Annual maintenance has been scheduled for the September/October time frame when the project will be islanded. the machines will be disassembled one at a time, for approximately two to three weeks each, for significant maintenance. A detailed listing has been compiled with the estimated man hours and equipment to be ordered in preparation for the annual maintenance project. Driftwood clean-up has been initiated at the dam site. Alaska Energy Authority (AEA) gave approval for the purchase of a new boom for the front-end loader for this project, and that has been ordered. Mr. Yerkes stated that this is a significant problem, and FERC had requested PMC to keep on top of it. Mr. Yerkes reported the following problems: (1) Contamination of a significant amount of oil, roughly 3,000 to 3,600 gallons was discovered in the governor system. The contamination was first noticed when the governor actuator was changed out and it locked up. They were advised at that time that there was sludge in the system. The oil had been tested by Woodward, and Moble lab since filter’s had plugged with the sludge. The recommendations from Woodard and Moble were to clean the system and change the oil. AEA had been advised of the problem and had placed Fuji, the manufacturer of the system, on notice that the problem needed to be corrected. A response has been received from Fuji, and the Subcommittee is proceeding on that. Mr. Yerkes said this was a significant problem but was hopeful that it would be corrected when the system was taken out of service this fall. In response to a question by the Board, Mr. Yerkes provided technical details of the problem. Bradley Lake Project management Committee Meeting Minutes - June 10, 1994 Page 4 of 9 question by the Board, Mr. Yerkes provided technical details of the problem. (2) During the Hazardous Condition training, a specialist from the University of Mine Safety had examined the confined spaces and notified the Subcommittee that there were significant problems with the gate and bypass shafts. Mr. Yerkes provided a detailed explanation of the problem and stated that OSHA’s new confined space regulations classified the problem as “extreme”. He said that both tunnels had been placarded and placed off limits. AS an interim solution, approximately $10,000 in construction funds had _ been requested for the purchase of rigging, harnessing, etc., so that a power winch can be utilized on an emergency basis. A permanent solution is currently under consideration. He added that the shafts are out of compliance as the result of a change in the regulations. Board discussion was heard on budget and maintenance issues. 8. INSURANCE SUBCOMMITTEE REPORT A. Insurance Review Proposal Mr. Beardsley directed the Board to the draft RFP in the packet. He said the RFP will request an independent assessment of Bradley Lake’s insurance coverage with respect to their bond commitment. The RFP also requests that a risk analysis be conducted with respect to the entire scope of the project as it relates to insurance requirements. In addition, the RFP requests that a feasibility analysis be performed with respect to the need for establishing a self-insured risk retention fund and that recommen- dations be provided as to how the fund should be established. Mr. Beardsley said he thought the cost of the assessment would be in the range of $5,000 to $25,000 and felt that for what the Board was requesting, $10,000 would be a ball park estimate. The proposed selection committee consists of himself, Mike Cunningham of Chugach Electric, and Brad Thompson of State of Alaska’s Risk Management. After the bid has been awarded, the draft insurance review would be completed within 75 days and would be presented to the Insurance Subcommittee and Board for comment. After a 21-day comment period, the draft review would go back to the contractor for finalization within 120 days. The final would then be distributed to the bond holders. Mr. Stahr noted a concern with the language in the RFP dealing with project capability. He asked that the project capability be expressly stated in the RFP. Board discussion was heard. Mr. Bijornstad requested that the SVC Maintenance Agreement be incorporated into the RFP. Bradley Lake Project Management Committee Meeting Minutes - June 10, 1994 Page 5 of 9 MOTION: Mr. Stahr moved that the Subcommittee be directed to proceed with the proposal. Seconded by Mr. Woodcock. Motion passed unanimously. B. Professional Liability Mr. Beardsley reported that he had spoken with Rick Eckert of HEA and Dave Gwaltny with respect to the professional liability. The problem they have encountered is that the underwriters’ have quoted a minimum fee of $18,000 per year for limited liability coverage with a high deductible on process engineering; $30,000 per year is the amount typically budgeted for process engineering. Since HEA will be responsible for these duties, the insurers require that they carry the liability insurance. Mr. Beardsley said there are essentially three options: (1) HEA could purchase the insurance, (2) the PMC could take a self-insured risk, i.e., HEA would perform the work, but the PMC would bear the liability of a loss, (3) utilize a professional engineering firm that provides its own coverage. In response to Mr. Story’s question, Mr. Beardsley stated that the process engineering is specifically excluded under the general liability provisions. Board discussion was heard. Mr. Saxton stated there was a fourth option, HEA could bear the risk. C. Hydro Project Boiler and Machinery Insurance Coverage Mr. Beardsley reported that the annual premium quotes should be received from the various insurance companies within the next week for boiler and machinery coverage. Because of the claim at Swan Lake on the Four Dam Pool project, the Subcommittee was concerned that Chubb would increase their premium. However, Protection Mutual is interested in submitting a bid for providing this coverage, and one of their inspectors had recently inspected the boiler and machinery on all of the hydro projects. Mr. Beardsley commented that perhaps the competition would enable them to keep their premiums down. 9. OLD BUSINESS A. Spinning Reserves Update Mr. Lovas reported that the RCC had met following the last PMC meeting and had reaffirmed the criteria previously considered and began to develop the framework for system stays to more specifi- cally determine the amount of spin required during various seasons. The RCC has identified dispatch scenarios for investigation and intends to perform detailed analyses which would support the development of the reliability parameters currently under con- sideration. Bradley Lake Proje Management Committee Meeting Minutes - vune 10, 1994 Page 6 of 9 Mr. Lovas reported that the RCC’s recommendation was that the level of operating reserves on the Railbelt interconnected system should equal 100% of a large generation contingency, which affirms the level currently in effect. The RCC formally affirmed the operating reserve level based upon the largest known contingency. The RCC will refine the analysis and characteristics of the generating units used, or other provisions, including shed load spin. Chugach has provided their position statement as requested during the last PMC meeting, and it essentially coincides with the RCC’s. Board discussion was heard. The RCC is scheduled to meet Tuesday, June 14th. The Board concurred that the other utilities should develop their position statements and provide them to Mr. Lovas. This item will be an agenda item at the next PMC meeting. B. PMC Meeting Minutes - Recording and Transcribing Discussion was heard with respect to incorporating the duties of assembling the Board packets, preparing the agendas, and scheduling and coordinating the PMC meetings into the service provided by the minute-taker/preparer. It was pointed out that these services would be “extra” and would incur additional charges. Meeting/minute services are not budgeted at this time. Mr. Kelly commented that the packet, meeting coordination, and minute preparation services provided by AEA to date have been excellent, and he felt the PMC should continue with the bundled services. MOTION: Mr. Kelly moved that the Board solicit a quote from AEA as the provider of the meeting/minute services for the next year based on a review of cost estimates for provision of these services. Seconded by Mr. Bjornstad. Discussion was heard with respect to in-house manpower and budgeting for meeting/minute services. The following alternatives were suggested: 1) Mr. Stahr said he would look into the possibility of ML&P employee availability for the purpose of recording and preparing the PMC’s meeting minutes. 2) Dawn Scott Services, who prepares Four Dam Pool’s minutes, was suggested. 3) Denise Burger, a former AEA employee, had expressed an interest in providing these services on a contract basis. It was suggested that the Budget Subcommittee meet on this issue; review AEA’s cost estimate along with the other suggested alternatives; and return to the PMC Board with a recommendation. Mr. Story suggested that the original motion be amended to read, “AEA would prepare a cost estimate for meeting/minute services; review the cost estimate and task list with the Budget Subcommittee. The Budget Subcommittee would then review AEA’s cost estimate along with the other suggested alternatives and present a recommendation to the PMC Board”. There were no objections from Mr. Kelly (maker of the original motion) or Mr. Bjornstad (who seconded the original motion). The question was called, and the amended motion was passed unanimously. Bradley Lake Projecc Management Committee Meeting Minutes - June 10, 1994 Page 7 of 9 The question was called, and the motion passed unanimously. 10. NEW BUSINESS A. AEA Agreement Revision Schedule Mr. Beardsley advised that the Master Operating Agreement and the O&M Agreement have been completed, executed, and provided to the Board. The Board has been provided with a listing of sub-agree- ments that need to be conformed to the Master Operating Agreement. MOTION: Mr. Stahr moved to request AEA and the attorneys to proceed with conforming the project agreements and amendments to the Master Operating Agreement and provide a monthly progress report to the PMC Board. Seconded by Mr. Bjornstad. Motion passed unanimously. B. Approval of Legal Expenses and Other Payments Mr. Bjornstad reported that Mr. Lovas had discussed the disputed legal expenses with AEA. He asked Mr. Lovas to advise the Board of the status. As background, Mr. Lovas stated that outstanding charges from Ater, Wynne dating back to February 1993 had slipped between the cracks in the transition from AEA to AIDEA/AEA. In addition, questions had been raised regarding the nature of some of the charges and the appropriateness of payment by AEA with Bradley Lake project funds. Consequently, payment of approximately $66,000 in outstanding charges had been approved for payment by the PMC but had been withheld since 10/93. Mr. Lovas reported that he had met with Mr. Beardsley and Mr. McCrohan in May to discuss the outstanding legal fees issue. Asa result of that meeting, the following resolutions were agreed upon: (1) It was decided that approximately $4,763 in charges that had been transferred to the Alaska Intertie project rather than to the PMC would be paid through the Alaska Intertie budget. (2) Since the new interties are now moving into an independent project phase, as of July 1, charges associated with the new interties would be considered as Intertie project related as opposed to Bradley project related, and those expenses would be paid through the budget of the Alaska Intertie project. (3) Future charges that are Bradley related will be paid by the Bradley project as long as appropriate supporting documentation is submitted with billing invoices. Mr. Lovas reported that the issues related to the outstanding invoices have been resolved, and Ater, Wynne has already been paid for the majority of the outstanding $66,000 amount. Supporting invoice data on a $2,000 charge has been requested, and Mr. Bradley Lake Projecc rlanagement Committee Meeting Minutes - June 10, 1994 Page 8 of 9 Sieczkowski is processing that particular payment to Ater, Wynne on behalf of the Alaska Intertie project. Mr. Bjornstad reported that total outstanding charges for March 1994 are $13,412.70, and for April, $6,280.45, for a total of $19,693.15. When these have been paid, the PMC will be current on the payment of legal fees. MOTION: Mr. Bjornstad moved to approve payment of $19,693.15 for the months of March and April 1994. Seconded by Mr. Calvert. The motion passed unanimously. C. Dispatch Referencing a letter regarding the new arrangements worked out between Chugach and AEA, Mr. Stahr said he would like this to be scheduled as an informational agenda item at the next PMC meeting for further explanation and clarification on how it would impact the various Bradley Lake Project agreements. Mr. McConnell provided further information on this item. Board discussion was heard. It was agreed that the requested information would be provided at the next couple of meetings. D. Capital Expenditures Mr. Sieczkowski reported that the O&D Committee was presented with HEA’s projects list through AEA. Referencing the handout to the Board, he noted the O&D Committee’s recommendations with regard to the projects list. MOTION: Mr. Sieczkowski moved that Capital Projects 1 through 7 be refunded from construction funds in an amount not to exceed that reflected on Mr. Sieczkowski’s handout. Seconded by Mr. Bjornstad. Brief discussion was heard. The question was called, and the motion passed unanimously. With respect to the confined space regulations discussed earlier in the meeting, the O&D Committee requested the PMC to authorize the expenditure of up to $10,000 for providing an interim solution, consisting of evacuation equipment and procedures as required by the confined space regulation. MOTION: Mr. Sieczkowski moved that the PMC authorize the expendi- ture of up to $10,000 for an interim solution, as stated above, to the confined space regulations. Seconded by Mr. Woodcock. Motion passed unanimously. MOTION: Mr. Stahr moved that the Board direct the O&D Committee to research possible long-term/permanent solutions to remedy the situation where a single failure of Bradley equipment could cause Bradley Lake Projec. Management Committee Meeting Minutes - June 10, 1994 Page 9 of 9 a shutdown of both units and present recommendations at the August PMC meeting. Seconded by Mr. Sieczkowski. Passed unanimously. 11. COMMITTEE COMMENTS A. Next Meeting Date The next PMC meeting was scheduled for Thursday, August 4, 1994, at 10:00 a.m., in the Commission Room of ML&P. It was commented that the Board may want to consider holding quarterly meetings with interim teleconferences on an as-needed basis. 13. ADJOURNMENT There being no further business of the Committee, the meeting was adjourned. BY: Norm Story, Chairman ATTEST: Dennis V. McCrohan, Secretary BRADLEY .OJECT OPERATIONS AND SPATCH COMMITTEE RECOMMENDATION AUGUST 4, 1994 The Bradley Operations and Dispatch Committee recommends the following to be considered for approval. "The PROJECTS 1 and 2 below, be funded from construction funds for the amount not to exceed the estimate: PROJECT ESTIMATE 1. Project Exercise Equipment $5,000 2: Spare Parts $284,000 A consolidated spare parts list is attached. The funds are available in the construction account. The 7 10. 11. 12. 13. 14. 15. 16. 17. Ho: er Electric Asso: ation, Inc. CORPORATE OFFICE Central Peninsula Service Center 3977 Lake Street 280 Airport Way Homer, Alaska 99603-7680 Pouch 5280 Phone (907) 235-8167 Kenai, Alaska 99611-5280 FAX (907) 235-3313 Phone (907) 283-5831 FAX (907) 283-7122 BRADLEY LAKE HYDROELECTRIC POWER PLANT SPARE PARTS REQUEST Power tunnel, Hydraulic operated gate equipment, Diversion gate hydrauliciequipment. 9.5 +e oan ee see ssw en tew some oa aus s 40,000.00 Main control board and relay panel .........2--2-00 002 - ee eee eeee 58,000.00 Component cooling water pumps, SWS ...- 2.2... eee eee eee eee eee 4,000.00 Motor control center and relay panels .... 22.22.00. ee eee ee eee eee 4,000.00 Controls, electrical & mechanical ......... 0.2. e eee eee eee eee 8,000.00 Fisher controls, (valves) 1.1.2.2... -.- cece e eee eee ee eee eens 4,000.00 ASCO Valve, COUS. 0... cscviie ew cue 2 sinus 0 tees oie 8% 4:8 6H BT DD dere 0 1,000.00 Fisher controls, (electrical) ... 0.0.0... eee ee eee eee ee eee eee 4,000.00 Fire control system, HALON ........... 0-2 eee eee eee eee eee eee 4,000.00 Stand-by diesel electric generator set, powerhouse, 10,0) An 3,000.00 Power tunnel diesel electric generator set, LOO KW oe eee ee eee e teen eens 5,000.00 Power house bridge crane, 160/25 ton - partial .............-..-.. 11,000.00 Air compressor ALAV and air dryer DE-4. Service instrument and control air 2.1... . cee ee eee eee teens 3,000.00 Tail race cranes, dual 7.5 ton .... 0... cece ec cee eee eee eee 9,000.00 Tail. race blower, depression air <...c0 0 n26 s acte< is oy no oo 6 wo tte 1,000.00 Controls, automatic fire suppression system, water ..............04- 1,000.00 HVAC, heating & ventilation, axial & centrifugal fan equipment 18. 19. 20. 245 22. 29 24. 25; 26. 27. 28. 295 30. i 32. 33. Ho..zer Electric Asso viation, Inc. CORPORATE OFFICE Central Peninsula Service Center 3977 Lake Street 280 Airport Way Homer, Alaska 99603-7680 Pouch 5280 Phone (907) 235-8167 Kenai, Alaska 99611-5280 FAX (907) 235-3313 Phone (907) 283-5831 FAX (907) 283-7122 BRADLEY LAKE HYDROELECTRIC POWER PLANT SPARE PARTS REQUEST Emergency power transfer equipment, power tunnel gatehouse and microwave communications, powerplant fire water pump ............-.--000- 9,000.00 Johnson controls, heating and ventilation .........6..+ Medes eee 8 8 »4,000.00.«. Gauges, Ashcroft, Service water & Instrument air ............---4-- 2,000.00 ISK Vaswitchy gear components ial tae. mesg rou rot tfon-eanagen stot ornon cea oP 31,000.00 A25SVPD ICS system eaqetoretoreroret tons fonsiene io nenerorey exclu cnenete tonometer: clans 3,000.00 (O3SAnalyzer:MGD 49 EAN Arertttececoranors te ticreren it toespetierees eter enon era crea 2,000.00 Carbon monoxide toxgard monitor .......... 02.0.0 cece eee eens 4,000.00 Pumps: Power tunnel gateshaft, Portable deepwell, Fish water, portal sumps, Booster Units. sql roreren fer eareeee aa eemeee 5,000.00 Maintenanceishop} air: compressofcecswemese tel tereroils felon nourerenet st ewonro ase ena 13,000.00 Multi-amp model, CB-832, circuit bkr and Overload relay, test setie si isrewonais te reumucusatie here laurie oncuersnecet ston dometaiedereaer 8,000.00 Modular unit heaters, heating and ventilation ...........-......-.. 1,000.00 Fire suppression system, jockey pump & GOMbrol equ MEME geen He voy op spite a crtomoy lf ronrey ree oy onrertorem nom rrertemor 9,000.00 Diesel & Gas fuel transfer equipment ................--00-0 008s 5,000.00 Air/ @iltmodification;, FUJI separator = ecey -yoncransfer-uoyonees) shevenens eles) oxen 2,000.00 Test Equipment, Fluke Scopemeter and IRD Wabratton;Atnalyzereacn.tist sy sacucesusscowsneueeetel snoncren Wot n pegomeey eames once 5,000.00 HEA Purchasing and Procurement Cost (Salary and Ex perses) sr ajccttan gatas ana aaee route Po Sores sees Netoe oprenrerec ot seem torre oe 15,000.00 TOTAL $284,000.00 T7m & August 4, 1994 «LastName» «Company» «Address2» «City»«State» «PostalCode» Willis Corroon has provided quotes for Director and Officer Liability Coverage for the Bradley Lake PMC. The quotes are as follows: Limits of Liability Retention Each Loss Premium (Includes Defense Cost) (Indemnifiable Claims) (Annual) $1,000,000 $ 50,000 $23,300 1,000,000 75,000 21,000 1,000,000 100,000 18,750 2,000,000 50,000 35,000 2,000,000 75,000 31,500 $2,000,000 $100,000 $28,500 The Four Dam Pool has Directors and Officers coverage of $1,000,000 with a $75,000 retention. That policy premium is $18,000. A copy of that policy is enclosed for your review. Please review this package prior to the next PMC meeting. We request that the PMC to advise AEA at the next meeting as to whether Willis Corroon should place this coverage if the PMC does not want D&O coverage. Should you have any questions, please direct them to Dan Beardsley. Sincerely, SIGNED 8/4/94 Dennis V. McCrohan Deputy Director, Energy DWB:bjf hall\beardsle\dword\blins\blinsO28 Enclosure Address1 Address2 City _|_ State | PostalCode | City of Seward 1 5th and Adams | P.O. Box 167 Seward, Eugene N. Bjornstad__| Chugach Electric Association 5601 Minnesota Drive _| P.O. Box 196300 Anchorage, | Alaska _| 99519-6300 | | | 758 Illinois P.O. Box 71249 99707-1249 163 Industrial Way P.O. Box 2929 Palmer, 99645-2929 3977 Lake Street Homer, | Hosa 99603 Michael Kelly Golden Valley Electric Association Jim Woodcock Matanuska Electric Association Norman L. Story Homer Electric Association Tom Stahr Anchorage Municipal Light & Power | 1200 E. First Avenue | Anchorage, | Alaska | 99501 Vince Mottola Fairbanks Municipal Utility Systems | P.O. Box 72215 | Fairbanks, | Alaska_| 99707 Ron Saxton Ater Wynne Hewitt Dodson & 222 S.W. Columbia Suite | Portland, Oregon | 97201-6618 Skerritt 1800 Robert L. Hufman AEG&T Corporation 1018 Galena Street Fairbanks, deuaas WILLIS CORROON 004 EGE [DECEIVE p “ May 12, 1994 Alaska In dust i Corporation of 1é and Ey velop Seattle 0} Me, = Authority nt Insurance Bonds Benefits Mr. Dennis McCrohan Alaska Industrial Development & Export Authority 480 West Tudor Anchorage AK 99503-6690 Risk Management 701 Fifth Avenue 4200 Columbia Center PO Box 34201 (Zip 98124) Re: Four Dam Pool Project Management Committee Seattle, WA 98104 Directors and Officers Liability Insurance National Union Fire Insurance Company Policy No. 442-55-52 Telephone 206 386 7400 Fax 206 386 7960 Dear Dennis: Enclosed is the original of the captioned Directors and Officers Liability policy written for the Four Dam Pool Project Management Committee. The policy period runs from February 21, 1994 to February 21, 1995. The limit of liability is $1,000,000 aggregate for Directors and Officers Insurance and Company Reimbursement Insurance combined. This limit of liability includes defense costs. A Company Reimbursement retention of $75,000 per loss is applicable. In addition to this retention, the Four Dam Pool Project Management Committee is required to pay for 5% of each and every loss (per the coinsurance clause) excess of any applicable retention. As in the past, your coverage continues to be written on a claims made basis. This means coverage only applies to claims first made against you and reported to the insurer during the policy period. In addition, your policy has been endorsed to pick up coverage in connection with any claim alleging, arising out of, based upon or attributable to any pending or prior litigation since February 21, 1990. Coverage is provided for any alleged wrongful act of the Directors and Officers in their respective capacities with the Four Dam Pool Project Management Committee. Wrongful acts can include (subject to policy terms, conditions and exclusions) any breach of duty, neglect, error, misstatement, misleading statement, omission or act by the Directors or Officers. JCO51294/1 Mr. Dennis McCrohan May 14, 1994 Page Two Exclusions in the policy include, but are not limited to the following: claims regarding personal profit/advantage the Directors/Officers are not legally entitled to; any criminal or fraudulent acts; claims regarding profits from purchase/sale of securities (as per Section 16 (b) of the Securities Exchange Act of 1934; claims regarding attempts to acquire securities of the company against the opposition of the Board of Directors (or to resist attempts); claims regarding failure to effect and maintain insurance; claims relating directly or indirectly to pollution; claims from violation of any responsibilities in regard to the Employee Retirement Income Security Act of 1974; claims regarding bodily injury, sickness, disease, death, emotional distress, libel, slander, violation of right of privacy, or damage/destruction of tangible property; claims from any subsidiary of insured; claims arising from any captive insurance company; claims attributable to payments, commissions, gratuities, benefits or other favors to or for governmental or armed services officials or customers of the company, or political contributions; claims relating to errors and omissions from performing or failing to perform professional services; claims relating to anti-trust actions or proceedings; claims relating to the ownership, maintenance, operation, control, investment in or plan to finance, invest, construct, put into operation, operate, terminate any nuclear power plant of any facility for the generation of electricity by nuclear power or from any nuclear energy liability whatsoever; claims brought by or on behalf of any Federal, State or local governmental body or by the Internal Revenue Service; claims brought by or on behalf of Alaska Energy Authority. Coverage has been issued by the National Union Fire Insurance Company in reliance upon statements/materials furnished in applications and from the company's annual reports, quarterly reports, interim financial statements, proxy statements (or other notices to shareholders), and indemnification provisions. 3C051294/2 Mr. Dennis McCrohan May 14, 1994 Page Three Since coverage is on a claims made basis, your policy contains a discovery clause found on Endorsement No. 7. The discovery clause states that should the insurer cancel or refuse to renew your coverage, you may purchase an extended discovery period of 60 days following the cancellation/non-renewal in which to give notice of claims first made against you during this discovery period. The alleged wrongful act would have to have been committed during the policy period. To avail yourself of this discovery clause, 50% of the annual premium would be due the insuer within ten days of the cancellation/non-renewal. The limit of liability of any discovery period is part of, and not in addition to, the limit of liability of the policy period. Please note "Notice/Claim Reporting Provisions" under Item 8 of the policy form. Written notice of any claim made against the insured is to be given to National Union Fire Insurance Company as soon as practicable during the policy period or discovery period. Also, if any circumstance may reasonably be expected to give rise to a claim, written notice of such circumstance, with full details, may be considered notice of claim if one is subsequently made against the insured and reported to National Union. Please review the enclosed policy carefully and advise if you have any questions or concerns. Jarfa Smith, CIC Assistant Vice President Sincerely, smd Enclosures cc: | Brad Thompson, State of Alaska Angela Terry, Senior Vice President JC0S1294/3 ay NATIONAL UNION CLAIM REPORTING INFORMATION SHEET Reported Under Policy/Bond Number: Type Of Coverage: Insured’s Name, As Given On Policy Declarations (Face Page): Contact Person: Title: Phone: Case Or Claimant Name: If The Party Involved Is Different From “Insured” Name (As Given On Policy Declarations) State Relationship: Insurance Broker/Agent: Address: Contact Person: Phone: Name Of Underwriter (If Known): Please Provide The Information Requested Above So That We May Expedite Our Service To You. NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA 49114 SP9OM 10/89 DE LDA Oe DUDANL DODD LOD SLI DDO DED ODDO) DO DADDY DD AD IAD D IOSD DDI DOLD AD PADD VATIONAL UNION FIRE INSURANCE COMPANY POLICY NUMBER: OF PITTSBURGH,PA. 442-55-52 A CAPITAL STOCK COMPANY RENEWAL OF: ADMINISTRATIVE OFFICES: #40-61-48 70 PINE STREET, NEW YORK, N.Y.10270-0150 DIRECTORS AND OFFICERS INSURANCE AND COMPANY REIMBURSEMENT POLICY NOTICE: EXCEPT TO SUCH EXTENT AS MAY OTHERWISE BE PROVIDED HEREIN, THE COVERAGE OF THIS POLICY IS LIMITED GENERALLY TO LIABILITY FOR ONLY THOSE CLAIMS THAT ARE FIRST MADE AGAINST THE INSUREDS AND REPORTED TO THE INSURER DURING THE POLICY PERIOD. PLEASE READ THE POLICY CAREFULLY AND DISCUSS THE COVERAGE THEREUNDER WITH YOUR INSURANCE AGENT OR BROKER. NOTICE: THE LIMIT OF LIABILITY AVAILABLE TO PAY JUDGMENTS OR SETTLEMENTS SHALL BE REDUCED BY AMOUNTS INCURRED FOR LEGAL DEFENSE. AMOUNTS INCURRED FOR LEGAL DEFENSE SHALL BE APPLIED AGAINST THE RETENTION AMOUNT. NOTICE: THE INSURER DOES NOT ASSUME ANY DUTY TO DEFEND; HOWEVER, THE INSURER MAY, AND IN CERTAIN CIRCUMSTANCES MUST, ADVANCE DEFENSE COSTS PAYMENTS PRIOR TO THE FINAL DISPOSITION OF A CLAIM. DECLARATIONS ITEM 1. NAMED CORPORATION: FOUR DAM POOL PROJECT MANAGEMENT COMMITTEE MAILING ADDRESS: C/0 KODIAK ELECTRIC ASSOC P.0.BOX 781 . KODIAK, AK 99618 STATE OF oe OF THE NAMED CORPORATION: aska ITEM 2. SUBSIDIARY COVERAGE: any past, present or future Subsidiary of the Named Corporation ITEM 3. POLICY PERIOD: From February 27, 1994 to February 21, 1995 (12:01 A.M. Standard Time at the address stated In Item 1) ITEM 4. LIMIT OF LIABILITY: $7,000,000 aggregate for Coverages A and B combined (including Defense Costs) ITEM 5. RETENTION: Company Reimbursement and indemnifiable Loss: $75,000for Loss arising from claims alleging the same Wrongful Act or related Wrongful Acts. GL Lim Feb 23, 1994 ITEM 6. PREMIUM: $18,000 “WILLIS CORROON CORPORATION Authorized Representative 4200 COLUMBIA CENTER Vice President - Natiunai Union 701 FIFTH AVENUE SEATTLE, WA 98104 38135 Countersignature Countersigned c 47352 (8/88) Date at . DEBE DPD LI DDI III DEI PAPO PIPPI DP PPFD PA AEP PPO IOI FAD AIO OS Ya\iYaXi/eXiieXi/a\ievkravt/a\iva\iva\lva\lati/ av aXi/a\ lel @ hailey aXe lveXka\i/aXlva\i/@\ive\i/e\i/a\l/a\i/aXl@\ Le tia\l/a\ivatl/@\i/eXi/e\iveth/a\l/a\iveatiaih ges NATIONAL UNIX FIRE INSURANCE COMPANY OF P!i = 3URGH, PA. DIRECTORS AND OFFICERS INSURANCE AND COMPANY REIMBURSEMENT POLICY { ~~ consideration of the payment of the premium, and in reliance upon the statements made to the , -surer by application forming a part hereof and its attachments and the material incorporated therein, National Union Fire Insurance Company of Pittsburgh, Pa. herein called the “Insurer”, agrees as follows: 1. INSURING AGREEMENTS COVERAGE A: DIRECTORS AND OFFICERS INSURANCE This policy shall pay the Loss of each and every Director or Officer of the Company arising from any claim or claims first made against the Directors or Officers and reported to the Insurer during the Policy Period or the Discovery Period (if applicable) for any alleged Wrongful Act in their respective capacities as Directors or Officers of the Company, except for and to the extent that the Company has indemnified the Directors or Officers. The Insurer shall, in accordance with and subject to Clause 9, advance to each and every Director and Officer the Defense Costs of such claim or claims prior to their final disposition. COVERAGE B: COMPANY REIMBURSEMENT INSURANCE This policy shall reimburse the Company for Loss arising from any claim or claims which are first made against the Directors or Officers and reported to the Insurer during the Policy Period or the Discovery Period (if applicable) for any alleged Wrongful Act in their respective capacities. as Directors or Officers of the Company, but only when and to the extent that the Company has indemnified the Directors or Officers for such Loss pursuant to law, common or statutory, or contract, or the Charter or By-laws of the Company duly effective under such law which determines and defines such rights of indemnity. DEFINITIONS (a) The “Company” means the Named Corporation designated in Item 1 of the Declarations and any Subsidiary thereof. SETAC STZ NZ NNT NNN NNN NNT NTT “Defense Costs” means reasonable and necessary fees, costs and expenses consented to by the Insurer (including premiums for any appeal bond, attachment bond or similar bond, but without any obligation to apply for or furnish any such bond) resulting solely from the investigation, adjustment, defense and appeal of any claim against the Insureds, but excluding salaries of Officers or employees of the Company. SZ NTa SMM “Insured(s)”, or “Director(s) or Officer(s)”, means any past, present or future duly elected or appointed Directors or Officers of the Company. Coverage will automatically apply to all new Directors or Officers after the inception date of this policy. rain “Loss” means damages, judgments, settlements and Defense Costs; however, Loss shall not include civil or criminal fines or penalties imposed by law, punitive or exemplary damages, the multiplied portion of multiplied damages, taxes, any amount for which the Insureds are not financially liable or which are without legal recourse to the Insureds, or matters which may be deemed uninsurable under the law pursuant to which this policy shall be construed. “Policy Period” means the period of time from the inception date shown in Item 3 of the Declarations to the earlier of the expiration date shown in Item 3 of the Declarations or the effective date of cancellation of this policy; however, to the extent that coverage under this policy replaces coverage in other policies terminating at noon standard time on the inception date of such coverage hereunder, then such coverage as is provided by this policy shall not become effective until such other coverage has terminated. 47353 (8/88) SA (f) “Subsidiary” means a col,..ation of which the Named Corporz....1 owns on or before the inception of the Policy Period more than 50% of the issued and outstanding voting stock either directly or indirectly through one or more of its Subsidiaries. “Subsidiary” also means any corporation which becomes a Subsidiary during the Policy cao Period but only upon the condition that within 90 days of its becoming a Subsidiary, the Named Corporation shall have provided the Insurer with full particulars of the new Subsidiary and agreed to any additional premium and/or amendment of the provisions of this policy required by the Insurer relating to such new Subsidiary. Further, coverage as shall be afforded to the new Subsidiary is conditioned upon the Named Corporation paying when due any additional premium required by the Insurer relating to such new Subsidiary. A corporation becomes a Subsidiary when the Named Corporation owns more than 50% of the issued and outstanding voting stock either directly or indirectly through one or more of its Subsidiaries. Ta\livaviivavivavlivaviraviye (g) “Wrongful Act” means any breach of duty, neglect, error, misstatement, misleading statement, omission or act by the Directors or Officers of the Company in their respective capacities as such, or any matter claimed against them solely by reason of their status as Directors or Officers of the Company. 3. EXTENSIONS Subject otherwise to the terms hereof, this policy shall cover Loss arising from any claims made against the estates, heirs, or legal representatives of deceased Directors or Officers, and the legal representatives of Directors or Officers in the event of their incompetency, insolvency or bankruptcy, who were Directors or Officers at the time the Wrongful Acts upon which such claims are based were committed. 4 EXCLUSIONS | The Insurer shall not be liable to make any payment for Loss in connection with any claim or claims made against the Directors or Officers: (a) arising out of, based upon or attributable to the gaining in fact of any personal profit or advantage to which they were not legally entitled; (b) arising out of, based upon or attributable to the committing in fact of any criminal or deliberate fraudulent act; (c) arising out of, based upon or attributable to the payment to the Insureds of any remuneration without the previous approval of the stockholders of the Company, which payment without such previous approval shall be held to have been illegal; (d) arising out of, based upon or attributable to profits in fact made from the purchase or sale by the Insureds of securities of the Company within the meaning of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any state statutory law; (The Wrongful Act of any Director or Officer shall not be imputed to any other Director or Officer for the purpose of determining the applicability of the foregoing exclusions 4(a) through 4(d) ) (e) alleging, arising out of, based upon or attributable to any attempt, whether successful or unsuccessful, by any person or entity to acquire securities of the Company against the opposition of the Board of Directors of the Company (“Board”), or any action, whether successful or unsuccessful, by the Company or the Board to resist such attempts; however, this exclusion shall not apply if, before taking any such resistive action, the Company or the Board has obtained a written opinion (1) from independent legal counsel that such resistive action is a lawful exercise of the Board’s business judgment and (2) 47353 (8/88) —2— 47353 (8/88) DPIC Nt (f) (9) (h) (i) (i) (k) (!) (m) (n) from an independent ir tment banking firm that the pr... of such acquisition of securities is inadequate, and that any financial transaction approved by the Board which is resistive of such acquisition is fair to the Company and its shareholders; alleging, arising out of, based upon or attributable to any failure or omission on the part of the Insureds or the Company to effect and maintain insurance; alleging, arising out of, based upon or attributable to the facts alleged, or to the same or related Wrongful Acts alleged or contained, in any claim which has been reported, or in any circumstances of which notice has been given, under any policy of which this policy is a renewal or replacement or which it may succeed in time; alleging, arising out of, based upon or attributable to any pending or prior litigation as of the inception date of this policy, or alleging or derived from the same or essentially the same facts as alleged in such pending or prior litigation; which are brought by any Insured or the Company; or which are brought by any security holder of the Company, whether directly or derivatively, unless such claim(s) is instigated and continued totally independent of, and totally without the solicitation of, or assistance of, or active participation of, or intervention of, any Insured or the Company; provided, however, this exclusion shall not apply to wrongful termination of employment claims brought by a former employee other than a former employee who is or was a Director of the Company; alleging, arising out of, based upon, attributable to, or in any way involving, directly or indirectly: (1) the actual, alleged or threatened discharge, dispersal, release or escape of pollutants, or (2) any direction or request to test for, monitor, clean up, remove, contain, treat, detoxify or neutralize pollutants, including but not limited to claims alleging damage to the Company or its shareholders. Pollutants includes (but is not limited to) any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes (but is not limited to) materials to be recycled, reconditioned or reclaimed; alleging, arising out of, based upon or attributable to any act or omission in their capacities as directors or officers of any other entity other than the Company, or by reason of their status as a director or officer of such other entity; for violation(s) of any of the responsibilities, obligations or duties imposed upon fiduciaries by the Employee Retirement Income Security Act of 1974 or amendments thereto or any similar provisions of state statutory law or common law; for bodily injury, sickness, disease, death or emotional distress of any person, or damage to or destruction of any tangible property, including the loss of use thereof, or for injury from oral or written publication of a libel or slander or of other defamatory or disparaging material or of material that violates a person’s right of privacy; of any Subsidiary for any alleged Wrongful Act occurring at any time when the Named Corporation did not own more than 50% of the issued and outstanding voting stock of such Subsidiary either directly or indirectly through one or more of its Subsidiaries. SIDI IAI WNP AINE NNN ENE PINE MNS 5. LIMIT OF LIABILITY-(FOR ALL ~~ SS-INCLUDING DEFENSE COSTS) The limit of liability stated in Item 4 of the Declarations is the limit of the Insurer's liability for all Loss, under Coverage A and Coverage B combined, arising out of all claims first made | esse Against the Insureds and reported to the Insurer during the Policy Period and the Discovery | Period (if applicable); however, the limit of liability for the Discovery Period shall be part of, and | not in addition to, the limit of liability for the Policy Period. Further, any claim which is made | subsequent to the Policy Period or Discovery Period (if applicable) which pursuant to Clause 8(b) or 8(c) is considered made during the Policy Period or Discovery Period shall also be subject to the one aggregate limit of liability stated in Item 4 of the Declarations. Defense Costs are not payable by the Insurer in addition to the limit of liability. Defense costs are part of Loss and as such are subject to the limit of liability for Loss. 6. RETENTION-INDEMNIFIED OR INDEMNIFIABLE LOSS The Insurer shall only be liable for the amount of Loss arising from a claim which is in excess of the retention amount stated in Item 5 of the Declarations, such retention amount to be borne by the Company and/or the Insureds and shall remain uninsured, with regards to all Loss under Coverage A or B for which the Company has indemnified or is permitted or required to indemnify the Insured(s). A single retention amount shall apply to Loss arising from all claims alleging the same Wrongful Act or related Wrongful Acts. 7. COINSURANCE CLAUSE The Insurer shall be liable to pay 95% of Loss excess of the retention amount described in Clause 6 up to the Limit of Liability described in Clause 5, it being a condition of this insurance wes, that the remaining 5% of each and every Loss shall be carried by the Company and the Insureds at their own risk and be uninsured. 8. NOTICE/CLAIM REPORTING PROVISIONS AAMANMANT NNN NNN Notice hereunder shall be given in writing to National Union Fire Insurance Company of Pittsburg, Pa., Financial Services Claims Department, 70 Pine Street, New York, N.Y. 10270-0150. If mailed, the date of mailing of such notice shall constitute the date that such notice was given and proof of mailing shall be sufficient proof of notice. MAMAMAAMZNT (a) The Company or the Insureds shall, as a condition precedent to the obligations of the Insurer under this policy, give written notice to the Insurer as soon as practicable during the Policy Period, or during the Discovery Period (if applicable), of any claim made against the Insureds. LAMAZE (b) lf during the Policy Period or during the Discovery Period (if applicable) written notice of a claim has been given to the Insurer pursuant to Clause 8(a) above, then any claim which is subsequently made against the Insureds and reported to the Insurer alleging, arising out of, based upon or attributable to the facts alleged in the claim of which such notice has been given, or alleging any Wrongful Act which is the same as or related to any Wrongful Act alleged in the claim of which such notice has been given, shall be considered made at the time such notice was given. (c) If during the Policy Period or during the Discovery Period (if applicable) the Company or the Insureds shall become aware of any circumstances which may reasonably be expected to give rise to a claim being made against the Insureds and shall give written notice to the Insurer of the circumstances and the reasons for anticipating such a claim, with full particulars as to dates and persons involved, then any claim which is subsequently made against the Insureds and reported to the Insurer alleging, arising out of, based upon or attributable to such circumstances or alleging any Wrongful Act which is the same as or 4 47353 (8/88) -4- AMAA AAMT related to any Wrongfit \ct alleged or contained in suc circumstances, shall be considered made at the time such notice of such circumstances was given. DEFENSE COSTS, SETTLEMENTS, JUDGMENTS (INCLUDING THE ADVANCEMENT OF DEFENSE COSTS) Under Coverage A, except as hereinafter stated, the Insurer shall advance Defense Costs prior to the final disposition of the claim, unless such Defense Costs have been advanced by the Company. Such advance payments by the Insurer shall be repaid to the Insurer by the Insureds, severally according to their respective interests, in the event and to the extent that the Insureds shall not be entitled under the terms and conditions of this policy to payment of such Loss. Nothwithstanding the foregoing, if the Company is required or permitted to advance such Defense Costs in accordance with the fullest application of law, common or statutory, or contract, or the Charter or By-laws of the Company, then the Insurer assumes no duty to advance Defense Costs prior to the final disposition of the claim and the retention amount as stated in item 5 of the Declarations shall apply to such Loss. In such case, however, the Insurer may, in its absolute discretion, advance all or any part of such Defense Costs prior to the final disposition of the claim and in such event the advance payments by the Insurer shall be repaid to the Insurer by the Company or the Insureds, severally according to their respective interests, in the event and to the extent that the Company or the Insureds shall not be entitled under the terms and conditions of this policy to payment of such Loss. Under Coverage B, the Insurer assumes no duty to reimburse Defense Costs prior to the final disposition of the claim. The Insurer may, in its absolute discretion, reimburse all or any part of such Defense Costs prior to the final disposition of the claim. In such event, however, such advance payments by the Insurer shall be repaid to the Insurer by the Company or the Insureds, severally according to their respective interests, in the event and to the extent that the Company or the Insureds shall not be entitled under the terms and conditions of this policy to payment of such Loss. The Insurer does not, however, under this policy, assume any duty to defend. The Insureds shall not admit or assume any liability, enter into any settlement agreement, stipulate to any judgment or incur any Defense Costs without the prior written consent of the Insurer. Only those settlements, stipulated judgments and Defense Costs which have been consented to by the Insurer shall be recoverable as Loss under the terms of this policy. The Insurer's consent shall not be unreasonably withheld, provided that the Insurer shail be entitled to effectively associate in the defense and the negotiation of any settlement of any claim in order to reach a decision as to reasonableness. The Insurer shall have the right to effectively associate with the Company and the Insureds in the defense and settlement of any claim that appears reasonably likely to involve the Insurer, including but not limited to effectively associating in the negotiation of a settlement. The Insureds shall defend and contest any such claim. The Company and the Insureds shall give the Insurer full cooperation and such information \as it may reasonably require. ‘ & With respect to the Defense Costs and any joint settlement of any claim made against the Company and the Insureds, such Defense Costs and joint settlement having been consented to by the Insurer, the Company and the Insureds and the Insurer agree to use their best efforts to determine a fair and proper allocation of the amounts as between the Company and the Insureds and the Insurer. 10. DISCOVERY CLAUSE If the Insurer shall cancel or refuse to renew this policy the Named Corporation shall have the right, upon payment of an additional premium of 75% of the full annual premium, to a period of one year following the effective date of such cancellation or nonrenewal (herein referred to as the Discovery Period) in which to give written notice to the Insurer of claims first made against the Insureds during said one year period for any Wrongful Act occurring prior to the end of the 47353 (8/88) -5- SPI Dt IPI WM WN7 MON WE VEZ See SED Set Vel cS q KC C = Ritts i: Policy Period and otherwise cc._.ed by this policy. As used herein, .... annual premium” means the premium level in effect immediately prior to the end of the Policy Period. The rights contained in this clause shall terminate, however, unless written notice of such election together with the additional premium due is received by the Insurer within ten (10) days of the effective date of cancellation or non-renewal. The additional premium for the Discovery Period shall be fully earned at the inception of the Discovery Period. The Discovery Period is not cancellable. This clause and the rights contained herein shall not apply to any cancellation resulting from non-payment of premium. The offer by the Insurer of renewal terms, conditions, limits of liability and/or premiums different from those of the expiring policy shall not constitute refusal to renew. CANCELLATION CLAUSE This policy may be cancelled by the Named Corporation at any time only by mailing written prior notice to the Insurer or by surrender of this policy to the Insurer or its authorized agent. This policy may also be cancelled by or on behalf of the Insurer by delivering to the Named Corporation or by mailing to the Named Corporation, by registered, certified, or other first class mail, at the Named Corporation’s address as shown in Item 1 of the Declarations, written notice stating when, not less than thirty (30) days thereafter, the cancellation shall be effective. The mailing of such notice as aforesaid shall be sufficient proof of notice. The Policy Period terminates at the date and hour specified in such notice, or at the date and time of surrender. If this policy shall be cancelled by the Named Corporation, the Insurer shall retain the customary short rate proportion of the premium hereon. If this policy shall be cancelled by the Insurer, the Insurer shall retain the pro rata proportion of the premium hereon. Payment or tender of any unearned premium by the Insurer shall not be a condition precedent to the effectiveness of cancellation but such payment shall be made as soon as practicable. If the period of limitation relating to the giving of notice is prohibited or made void by any law controlling the construction thereof, such period shall be deemed to be amended so as to be equal to the minimum period of limitation permitted by such law. TERMINATION OF COVERAGE FOR SUBSEQUENT WRONGFUL ACTS AFTER CERTAIN TRANSACTIONS If during the Policy Period: 1. the Named Corporation shall consolidate with or merge into, or sell all or substantially all of its assets to, any other person or entity or group or persons and/or entities acting in concert; or 2. any person or entity or group of persons and/or entities acting in concert shall acquire an amount of the outstanding securities representing more than 50% of the voting power for the election of Directors of the Named Corporation, or acquires the voting rights of such an amount of such securities; (either of the above events herein referred to as the “Transaction”) then, there shall be no coverage afforded by any provision of this policy (including but not limited to Clause 10 Discovery Clause) for any alleged Wrongful Act occurring after the effective . date of Transaction. The Named Corporation shall give the Insurer written notice of the Transaction as soon as practicable, but not later than 30 days after the effective date of the Transaction. 47353 (8/88) 5 5 5 q & q <q ZAMAN V7 tM MTZ . SUBROGATION In the event of any payment under this policy, the Insurer shall be subrogated to the extent of such payment to all the Company’s and the Insureds’ rights of recovery therefor, and the Company and the Insureds shall execute all papers required and shail do everything that may be necessary to secure such rights including the execution of such documents necessary to enable the Insurer effectively to bring suit in the name of the Company and/or the Insureds. . OTHER INSURANCE Such insurance as is provided by this policy shall apply only as excess over any other valid and collectible insurance. . NOTICE AND AUTHORITY It is agreed that the Named Corporation shall act on behalf of its Subsidiaries and all Insureds with respect to the giving and receiving of notice of claim or cancellation, the payment of premiums and the receiving of any return premiums that may become due under this policy, the receipt and acceptance of any endorsements issued to form a part of this policy and the exercising or declining to exercise any right to a Discovery Period. . ASSIGNMENT This policy and any and all rights hereunder are not assignable without the written consent of the Insurer. . ACTION AGAINST INSURER No action shall lie against the Insurer unless, as a condition precedent thereto, there shall have been full compliance with all of the terms of this policy, nor until the amount of the Insureds’ obligation to pay shall have been finally determined either by judgment against the Insureds after actual trial or by written agreement of the Insureds, the claimant and the Insurer. Any person or Organization or the legal representative thereof who has secured such judgment or written agreement shall thereafter be entitled to recover under this policy to the extent of the insurance afforded by this policy. No person or Organization shall have any right under this policy to join the Insurer as a party to any action against the Insureds or the Company to determine the Insureds’ liability, nor shall the Insurer be impleaded by the Insureds or the Company or their legal representatives. Bankruptcy or insolvency of the Company or the Insureds or of their estates shall not relieve the Insurer of any of its obligations hereunder. IN WITNESS WHEREOF, the Insurer has caused this policy to be signed by its President and a Secretary and countersigned on the Declarations Page by a duly authorized representative of the Insurer. iii . Taek SECRETARY PRESIDENT VivaviivaviivaXl IAM? en ME? WEI 47353 (8/88) PiniAmAN i —_—_—<—<“3"“"'—wowwuuuxwxwwwxjon—uyqealaljlajasasjoaaqeooqququuooueeeeeeeeeeee eee Ss ess SS SSSSS33sa ENDORSEMENT# 7 es endorsement, effective 72:07 AM, February 21, 1994 forms a part of ucy number 442-55-52 issued to FOUR DAM POOL PROJECT MANAGEMENT COMMITTEE by National Union Fire Insurance Company of Pittsburgh, Pa. NUCLEAR ENERGY LIABILITY EXCLUSION ENDORSEMENT (BROAD FORM) In consideration of the premium charged, it is hereby understood and agreed that the Insurer shall not be liable to make any payment for Loss in connection with any claim or claims made against the Directors or Officers: A. alleging, arising out of, based upon, attributable to, or in any way involving, directly or indirectly the hazardous properties of nuclear material, including but not limited to: (1) nuclear material located at any nuclear facility owned by, or operated by or on behalf of, the Company, or discharged or dispersed therefrom; or (2) nuclear material contained in spent fuel or waste which was or is at any time possessed, handled, used, processed, stored, transported or disposed of by or on behalf of the Company; or (3) the furnishing by an insured or the Company of services, materials, parts or equipment in connection with the planning, construction, maintenance, operation or use of any nuclear facility; or (4) claims for damages to the company or its shareholders which alleges, arises from, is based upon, is attributed to or in any way involves, directly or indirectly, the hazardous properties of nuclear material. B. (1) which is insured under a nuclear energy liability policy issued by the Nuclear Energy Liability Insurance Association, Mutual Atomic Energy Liability underwriters or Nuclear Insurance Association of Canada or would be insured under any such policy but for its termination or exhaustion of its Limit of Liability; or (2) with respect to which (a) any person or organization is required to maintain financial protection pursuant to the Atomic Energy Act of 1954, or any law amendatory thereof, or (b) the Company or any insured is, or had this policy not been issued would be, entitled to indemnity from the United States of America, or any agency thereof, under any agreement entered into by the United States of America, or any agency thereof, with any person or organization. As used in this endorsement: “hazardous properties” include radioactive, toxic or explosive properties; “nuclear material” means source material, special nuclear material or byproduct material; 51723 Page 1 EDO246 as NUCLEAR ENERGY LIABILITY EXCLUSION ENDORSEMENT# 7 (BROAD FORM) “source material”, “special nuclear material”, and “byproduct material” have the meanings given them in the Atomic Energy Act of 1954 or in any law amendatory thereof; “spent fuel” means any fuel element or fuel component, solid or liquid, which has been used or exposed to radiation in a nuclear reactor; “waste” means any waste material (1) containing byproduct material. and (2) resulting from the operation by any person or organization of any nuclear facility included within the definition of nuclear facility under paragraph (a) or (b) thereof; “nuclear facility” means (a) any nuclear reactor, (b) any equipment or device designed or used for (1) separating the isotopes of uranium or plutonium, (2) processing or utilizing spent fuel, or (3) handling, processing or packaging waste, (c) any equipment or device used for the processing, fabricating or alloying of special nuclear material if at any time the total amount of such material in the custody of the insured at the premises where such equipment or device is located consists of or contains more than 25 grams of plutonium or uranium 233 or any combination thereof, or more than 250 grams of uranium 235. any structure, basin, excavation, premises or place prepared or used for the storage or disposal of waste, and includes the site on which any of the foregoing is located, all operations conducted on such site and all-premises used for such operations; “nuclear reactor” means any apparatus designed or used to sustain nuclear fission in self-supporting chain reaction or to contain a critical mass of fissionable material. 51723 a AUTHORIZED REPRESENTATIVE Page 2 EDO246 ENDORSEMENT# 2 ‘s endorsement, effective 12:07 AM, February 21, 1994 forms a part of ““iey number 442-55-52 : issued to FOUR DAM POOL PROJECT MANAGEMENT COMMITTEE by National Union Fire Insurance Company of Pittsburgh, Pa. CAPTIVE INSURANCE COMPANY In consideration of the premium charged, it is hereby understood and agreed that the Insurer shall not be liable to make any payments for Loss in connection with any claim or claims made against the Directors or Officers alleging, arising out of, based upon or attributable to the ownership, management, maintenance and/or control by the Company of any captive insurance company or entity including but not limited to claims alleging the insolvency or bankruptcy of the Named Corporation as a result of such ownership, operation, management and control. ae 51699 (4/91) . 3 j AUTHORIZED REPRESENTATIVE ENDORSEMENT# 3 ~ s endorsement, effective 12:01 AM, February 21, 1994 forms a part of -nicy number 442-55-52 : “issued to FOUR DAM POOL PROJECT MANAGEMENT COMMITTEE by National Union Fire Insurance Company of Pittsburgh, Pa. COMMISSIONS EXCLUSION In consideration of the premium charged, it is hereby understood and agreed that the Insurer shail not be liable to make any payment for Loss in connection with any claim made against the Directors and Officers, alleging, arising out of, based upon or attributable to: (I) Payments, commissions, gratuities, benefits or any other favors to or for the benefit of any full or part-time domestic or foreign governmental or armed services Officials, agents, representatives, employees or any members of their family or any entity with which they are affiliated; or (Il) Payments, commissions, gratuities, benefits or any other favors to or for the benefit of any full or part-time officials, directors, agents, partners, representatives, principal shareholders, or owners or employees, or affiliates (as that term is defined in The Securities Exchange Act of 1934, including any of their officers, directors, agents, owners, partners, representatives, principal shareholders or employees) of any customers of the company or any members of their family or any entity with which they are affiliated; or irs Political contributions, whether domestic or foreign. 51698 (4/91) AUTHORIZED REPRESENTATIVE ENDORSEMENT# 4 3 endorsement, effective 12:01 AM, February 21, 1994 forms a part of acy number 442-55-52 issued to FOUR DAM POOL PROJECT MANAGEMENT COMMITTEE by National Union Fire Insurance Company of Pittsburgh, Pa. PENDING OR PRIOR LITIGATION In consideration of the premium charged, it is hereby understood and agreed that exclusion (h) of form(s) 47353 is deleted in its entirety and replaced by the following: (h) alleging, arising out of, based upon or attributable to any pending or prior litigation as of _ February 27, 1990 , or alleging or derived from the same or essentially the same facts as alleged in such pending or prior litigation. oo BoLm AUTHORIZED REPRESENTATIVE 42609 : ENDORSEMENT# § is endorsement, effective 12:07 AM, February 21, 1994 forms a part of slicy number 442-55-52 : issued to FOUR DAM POOL PROJECT MANAGEMENT COMMITTEE by National Union Fire Insurance Company of Pittsburgh, Pa. GENERAL E&O EXCLUSION In consideration of the premium charged, it is hereby understood and agreed that the Insurer shall not be liable to make any payment for Loss in connection with any claim or claims made against the Directors or Officers alleging, arising out of, based upon or attributable to the Company’s or an Insured’s performance of or failure to perform professional services for others for a fee, or any act, error, or omission relating thereto. All other terms and conditions remain unchanged. Le <2 54027 (8/92) AUTHORIZED REPRESENTATIVE —DOO079 ENDORSEMENT# 6 “3 endorsement, effective 12:01 AM, February 21, 1994 forms a part of cueity number 442-55-52 issued to FOUR DAM POOL PROJECT MANAGEMENT COMMITTEE by National Union Fire Insurance Company of Pittsburgh, Pa. ANTITRUST EXCLUSION In consideration of the premium charged, it is hereby understood and agreed that the Insurer shall not be liable to make any payment for Loss in connection with any claim or claims made against the Directors or Officers alleging, arising out of, based upon or attributable to, or in any way involving directly or indirectly, antitrust action(s) or proceeding(s), including, but not limited to, any shareholder’s derivative or representative class actions. All other terms and conditions remain unchanged. 53798 (7/92) AUTHORIZED REPRESENTATIVE EDO18 ENDORSEMENT# 7 *s endorsement, effective 72:07 AM, February 21, 1994 forms a part of ticy number 442-55-52 issued to FOUR DAM POOL PROJECT MANAGEMENT COMMITTEE by National Union Fire Insurance Company of Pittsburgh, Pa. In consideration of the premium charged, it is understood and agreed that Clause 10, DISCOVERY CLAUSE, of Form _ 47353 __ is hereby amended to read as follows: 10. DISCOVERY CLAUSE If the Insurer shall cancel or refuse to renew this policy the Named Corporation shall have the right, upon payment of the additional premium of §0%_ of the full annual premium to a period of 60 days following the effective date of such cancellation or non-renewal (herein called the Discovery Period) in which to give written notice to the Insurer of claims first made against the Insureds during said Discovery Period for any alleged Wrongful Act committed before the end of Policy Period and otherwise covered by this policy. As used herein, “The Full Annual Premium” means the premium level in effect immediately prior to the end of the Policy Period. This right shall terminate however, unless written notice of such election together with payment of the additional premium due is received by the Insurer within ten (10) days after the effective date of cancellation or non-renewal. The additional premium for the Discovery Period shall be fully earned at the inception date of the Discovery Period. The Discovery Period is not cancellable. This Clause and the rights contained herein shall not apply to any cancellation resulting from non-payment of premium. The offer by the Insurer of renewal terms, conditions, limits of liability and/or premiums different from those of the expiring policy shall not constitute refusal to renew. rere, (8/88) AUTHORIZED REPRESENTATIVE ENDORSEMENT# @ ‘s endorsement, effective 72:07 AM, February 21, 1994 forms a part of “—““licy number 442-55-52 issued to FOUR DAM POOL PROJECT MANAGEMENT COMMITTEE by National Union Fire Insurance Company of Pittsburgh, Pa. In consideration of the premium charged, it is hereby understood and agreed that Definition (a) of Form 47353 is deleted in its entirety and replaced by the following: ~ (a) The “Company” means only the Named Corporation designated in Item 1 of the Declarations and shall not include any Subsidiary thereof. It is further understood and agreed that Definition (f), SUBSIDIARY, of Form _ 47353 is amended by deleting the second paragraph (relating to coverage for Corporations that become a Subsidiary during the Policy Period). It is further understood and agreed that the Insurer shall not be liable to make any payment in connection with any claim or claims made against the Directors or Officers which are brought by any Subsidiary; or which are brought by any security holder(s) of any Subsidiary whether directly, derivatively or by class action unless such claim(s) is instigated and continued totally independent of, and totally without the solicitation of, or assistance of, or participation of, or intervention of, any Insured or the Company or any Subsidiary or any affilitate of the Company. , iy 2224 (8/88) AUTHORIZED REPRESENTATIVE ENDORSEMENT# 9 3 endorsement, effective 72:07 AM, February 21, 1994 forms a part of icy number 442-55-52 issued to FOUR DAM POOL PROJECT MANAGEMENT COMMITTEE by National Union Fire Insurance Company of Pittsburgh, Pa. In consideration of the premium charged, it is hereby understood and agreed that the Insurer shall not be liable to make any payment for.Loss in connection with any claim or claims (including but not limited to derivative or representative class actions) made against the Directors and Officers, alleging, arising out of, based upon or attributable to the ownership, maintenance, operation or control of or investment in, or any plan or program to finance, invest, construct, put into operation, operate or terminate, any nuclear power plant or any facility for the generation of electricity by nuclear power, or any plan or program to purchase, sell, store, transport or dispose of the nuclear material or waste (as defined in form NMA 1256) or fuel used or to be used in any such facility or plant, whether done by the Company, its subsidiaries, or affiliates for their own account or wholly or partially under contract to, or on behalf of, any other persons or entities. Se (8/88) AUTHORIZED REPRESENTATIVE ENDORSEMENT# 70 __...3 endorsement, effective 72:07 AM, February 271, 1994 forms a part of icy number 442-55-52 ; issued to FOUR DAM POOL PROJECT MANAGEMENT COMMITTEE by National Union Fire Insurance Company of Pittsburgh, Pa. In consideration of the premium charged, it is hereby understood and agreed that the Insurer shall not be liable to make any payment for Loss in connection with any claim made against the Directors or Officers brought by or on behalf of any Federal, State or local governmental body (including the United States, any state, commonwealth, territory, city, municipality or any subdivision thereof). Gls (8/88) AUTHORIZED REPRESENTATIVE ENDORSEMENT# 77 “=“s endorsement, effective 12:07 AM, February 21, 1994 forms a part of icy number 442-55-52 : issued to FOUR DAM POOL PROJECT MANAGEMENT COMMITTEE by National Union Fire Insurance Company of Pittsburgh, Pa. In consideration of the premium charged, it is hereby understood and agreed that the Insurer shall not be liable to make any payment for Loss in connection with any claim or claims (including but not limited to derivative actions and representative class actions) against the Directors or Officers alleging, arising out of, based upon, attributable to, or in any way involving, directly or indirectly, any investigation or claim brought by or on the behalf of by the Internal Revenue Service. (8/11) AUTHORIZED REPRESENTATIVE ENDORSEMENT# 12 “—““s endorsement, effective 12:07 AM, February 21, 1994 forms a part of _ticy number 442-55-52 issued to FOUR DAM POOL PROJECT MANAGEMENT COMMITTEE by National Union Fire Insurance Company of Pittsburgh, Pa. RELIANCE ENDORSEMENT-PRIVATE COMPANIES © (STANDARD FORM) j In consideration of the premium charged, it is hereby understood and agreed that this policy is issued in reliance upon the statements made and materials furnished to the Insurer by the Named Corporation in connection with all Directors and Officers Insurance applications or requests furnished to the Insurer including all prior insurance applications or requests, and all statements made and materials incorporated in the following specific documents issued or filed by the Named Corporation or its subsidiaries whether furnished directly to the Insurer or indirectly to the Insurer from public sources available to the Insurer at the time of such request(s): 5 The Company’s Annual report(s); 2. The Company’s Quarterly reports; 3. The Company’s interim financial statements; The Company’s proxy statement(s) (or other Notice(s) to Shareholders); Se The Company’s indemnification provisions (and contracts, if any). AUTHORIZED REPRESENTATIVE 51442 (2/91) ENDORSEMENT# 73 ‘s endorsement, effective 72:07 AM, February 21, 1994 forms a part of ~oominicy number 442-55-52 : issued to FOUR DAM POOL PROJECT MANAGEMENT COMMITTEE by National Union Fire Insurance Company of Pittsburgh, Pa. In consideration of the premium charged, it is hereby understood and agreed that the Insurer shall not be liable for any Loss in connection with any claim or claims made against the Directors or Officers which are brought by or on behalf of Alaska Energy Authority, or by any security holder of the Company, whether directly or derivatively, if such claim(s) is not instigated and continued totally independent of, and totally without the solicitation of, or assistance of, or active participation of, or intervention of, such entity/ies). a Gado AUTHORIZED REPRESENTATIVE ENDORSEMENT# 74 This endorsement, effective 12:07 AM, February 21 , 1994 forms a part of policy number 442-55-52 issued to FOUR DAM POOL PROJECT MANAGEMENT COMMITTEE by National Union Fire Insurance Company of Pittsburgh, Pa. ALASKA AMENDATORY ENDORSEMENT Wherever used in this endorsement: 1) “we”, “us”, “our”, and “Insurer” mean the insurance company which issued this policy; and 2) “you”, “your”, “named Insured”, “First Named Insured”, and “Insured” mean the Named Corporation, Named Organization, Named Sponsor, Named Insured, or Insured stated in the declarations page; and 3) “Other Insured(s)” means all other persons or entities afforded coverage under the policy. CANCELLATION/NONRENEWAL In consideration of the premium charged, it is understood and agreed that the cancellation provision of this policy is amended as follows: A) Unless cancellation is for a reason set forth in B) or C) below, the Insurer may cancel this policy by giving the named Insured and the agent or broker of record written notice of cancellation at least sixty (60) days before the effective date of cancellation. B) If cancellation is for: 1. nonpayment of premium; or 2. refusal of the Insured to provide the information necessary to confirm exposure or determine the policy premium; written notice of cancellation will be mailed to the Insured and to the agent or broker of record at least twenty (20) days before the effective date of cancellation. C) If cancellation is for: 1. conviction of the Insured or Other Insured(s) of a crime having as one of its necessary elements an act increasing a hazard insured against; or 2. discovery of fraud or material misrepresentation made by the Insured, Other Insured(s) or a representative of same in obtaining the insurance or by the Insured or Other Insured(s) in pursuing a claim under the policy, written notice of cancellation will be mailed to the named Insured and to the agent or broker or record at least ten (10) days before the effective date of cancellation. D) Nonrenewal - If the Insurer decides not to renew this policy, the Insurer will mail a written notice to the named Insured at least forty-five (45) days before the end of the policy period, or of the anniversarydate, if the policy term is longer than one (1) year or has no expiration date. This section does not apply: 52130 (9/91) tNDORSEMENT# 74 (continued) 1. if the Insurer has in good faith shown a aiiioeesxe to renew; or 2. the Insured has: a) failed to pay the premium for the expiring policy; or b) failed to pay the premium as required for renewal. If the Insurer has not given advance notice of nonrenewal, the Insured will be granted renewal coverage until the Insured gives forty-five (45) days notice of nonrenewal. Notices of cancellation or nonrenewal will include a statement specifying the reasons for cancellation or nonrenewal. The Insurer will mail notice of cancellation or nonrenewal by first class mail to the Insured’s last known address; and obtain a certificate of mailing from the U.S. Postal Service. E) Premium or Coverage Changes Upon Renewal The Insurer will provide written notice to Insured and to the agent or broker or record at least forty-five (45) days before expiration of the policy if: 1. the renewal premium is increased more than 10% for a reason other than an increase in coverage or exposure base; or 2. after renewal there will be a material restriction or reduction in coverage not specifically requested by the Insured. F) Unearned Premium Refund Cancellation Fees 1. If the Insured cancels this policy, the Insurer shall refund the unearned premium paid to the Insured or premium finance company. 2. If the Insured cancels this policy, the Insurer shall return any unearned premium paid to the Insured or premium finance company, less a cancellation fee not to exceed 7.5 percent of the unearned premium. All other terms, conditions and exclusions shall remain the same. oma | Fibs, 52130 (9/91) AUTHORIZED REPRESENTATIVE