Loading...
HomeMy WebLinkAbout06-16-1998 BM MinutesoN ae we ee .aac MBAS ae a cae tat esti a iaaSpeeae ALASKA ENERGY AUTHORITY Board Meeting June 16,1998 Breakroort Lae ieee Minutes baka go ig Why, ATS THR a eat al PP 200 91 TRIE NE”TRY re RT all babar gat "oy ease a 4h * .eae aeas >i cha ac tgebies ith .Sindh Poy :soi Pe a 5 ReeeSe ' -eanSofasie. sea Vay eae #rtdireeeSAM)Seats pe es op?at iptephanessaein :4oioe 2 Shey ee ye .beg.sy”Xs ”.4poneaateecote |at tin te Fy wg A ER eeaw:'ct Cae ey }rates eee .pea MSS oa Leas e ae 4 L 7 .:Wet WRSasEMERe Heeaaa ww ne:a se Sia gsPes Bop la yh Bei Kouny ayVane Payhoeed Creer sae in * *.All ao rok 480 WEST TUDOR ANCHORAGE,ALASKA 99503 907 /269-3000 FAX 907 /269-3044 ,.\ALASKA INDUSTRIAL DEVELOPMENT AND EXPORT AUTHORITY /=ALASKAGEEENERGYAUTHORITY AGENDA ALASKA ENERGY AUTHORITY Board of Directors June 16,1998 Anchorage,Alaska 1.CALL TO ORDER 2.BOARD OF DIRECTORS ROLL CALL 3.PUBLIC ROLL CALL 4.PUBLIC COMMENTS 5.PRIOR MINUTES -December 16,1997 6.OLD BUSINESS 7.NEW BUSINESS A.Line of Credit Approval: e Alaska Intertie Line of Credit Approval,Resolution #1998-01 e Four Dam Pool Line of Credit Approval,Resolution #1998-02 8.DIRECTOR COMMENTS A.Director's Status Report of AEA Programs and Projects e Ketchikan Electric Company Update (Mahoney Lake) B.Next Meeting Date -July 22,1998 9.BOARD COMMENTS 10.ADJOURNMENT hiall\bjfiboard\agenda1 - ALASKA INDUSTRIAL DEVELOPMENT AND EXPORT AUTHORITY =ALASKA@M@E=ENERGY AUTHORITY 480 WEST TUDOR ANCHORAGE,ALASKA 99503 907 /269-3000 FAX 907 /269-3044 ALASKA ENERGY AUTHORITY BOARD OF DIRECTORS June 16,1998 -3:56 p.m. Anchorage and Juneau,Alaska 1.CALL TO ORDER Chairman Hughes called the meeting of the Alaska Energy Authority to order on June 16,1998 at 3:56 p.m.A quorum was established. 2.BOARD OF DIRECTORS ROLL CALL Roll call was requested.Directors present in Anchorage:Mr.Wilson Hughes (Chairman/Public Member),Deputy Commissioner Ross Kinney (Designee for Department of Revenue Commissioner),and Mr.Robert Loescher (Public Member). Directors present in Juneau:Deputy Commissioner Jeff Bush (Designee for Department of Commerce and Economic Development Commissioner). 3.PUBLIC ROLL CALL AIDEA staff present in Anchorage:D.Randy Simmons (Executive Director),Keith A.Laufer (Financial &Legal Affairs Manager),Dennis V.McCrohan (Deputy Director -Project Development &Operations),and Brenda J.Fuglestad (Administrative Assistant). Others attending in Anchorage:Brian Bjorkquist (Department of Law). 4.PUBLIC COMMENTS There were no public comments. 5.PRIOR MINUTES -December 16,1997 The December 16,1997,minutes were unanimously approved as presented. 6.OLD BUSINESS There was no old business. AEA Board Meeting June 16,1998 Meeting Minutes Page 2 7.NEW BUSINESS A.Line of Credit Approval: >Resolution No.1998-01.A Resolution of the Alaska Energy Authority Authorizing the Execution of a Line of Credit Agreement for the Alaska Intertie and Providing for Related Matters. >Resolution No.1998-02.A Resolution of the Alaska Energy Authority Authorizing the Execution of a Line of Credit Agreement for the Four Dam Pool and Providing for Related Matters. Mr.Laufer reviewed Resolution Nos.1998-01 and 1998-02 stating that the resolutions are authorizations for the Executive Director to enter into new line of credit agreements for the Alaska Intertie and Four Dam Pool projects. The Alaska Intertie line of credit is for $1 million,which provides a source of credit to pay uninsured liability losses.Under the Alaska Intertie Agreement all of the expenditures of the Authority are recouped through payments by the utilities so the line of credit would only be used in the event that there was some sort of emergency that required the Authority to utilize the funds.The Four Dam Pool line of credit is for $10 million,which provides a source of credit to pay a portion of losses and loss related expenses.Under the Four Dam Pool Power Sales Agreement and Insurance Agreement the Authority is responsible for uninsured facility losses.These lines of credit are backed by the moral obligation of the state. The Authority issued a request for proposals for new lines to local banks.Four proposals were received and the Authority has currently entered into negotiations with First National Bank of Anchorage.If negotiations with First National Bank of Anchorage were to fail for some reason,staff intends to enter into discussions with the next highest ranked bidder. MOTION:Mr.Loescher moved to approve Resolution No.1998-01.Seconded by Deputy Commissioner Kinney.There being no discussion,the question was called.A roll call vote was taken,and the motion passed unanimously. MOTION:Deputy Commissioner Kinney moved to approve Resolution No.1998-02. Seconded by Mr.Loescher.There being no discussion,the question was called.A roll call vote was taken,and the motion passed unanimously. 8.DIRECTOR COMMENTS A.Status Report of AEA Programs and Projects Mr.Simmons referred the Board to the information in their packets on the following matter: e Ketchikan Electric Company Update (Mahoney Lake) Mr.Simmons said the Authority has negotiated indemnification both to the state and to the Four Dam Pool utilities if Mahoney Lake were to be built and if it displaced any Swan Lake power.The Four Dam Pool utilities do not agree with this position.They felt that we should not have looked at AEA Board Meeting June 16,1998 Meeting Minutes Page 3 indemnification but we should have opposed Mahoney Lake funding in Washington D.C.The utilities basic premise is that the Southeast Intertie is the best option and that funding for Mahoney Lake potentially takes money from the Southeast Intertie. 9.BOARD COMMENTS There were no Board comments. 10.ADJOURNMENT There being no objection and no further business of the Board,the meeting was adjourned at 4:05 p.m. rb_Lh. D.Randy Simmpns,Secretary re ALASKA INDUSTRIAL DEVELOPMENT*AND EXPORT AUTHORITY {=ALASKA, @@E™ENERGY AUTHORITY 480 WEST TUDOR ANCHORAGE,ALASKA 99503 907 /269-3000 FAX 907 /269-3044 ALASKA ENERGY AUTHORITY BOARD OF DIRECTORS December 16,1997 -2:30 p.m. Anchorage and Petersburg,Alaska,and Moss Point,Mississippi 1.CALL TO ORDER Chairman Hughes called the meeting of the Alaska Energy Authority to order on December 16, 1997 at 2:30 p.m.A quorum was established. 2.BOARD OF DIRECTORS ROLL CALL Roll call was requested.Directors present in Anchorage:Mr.Wilson Hughes (Chairman/Public Member),Commissioner Debby Sedwick (Department of Commerce and Economic Development), and Deputy Commissioner Ross Kinney (Designee for Department of Revenue Commissioner). Directors present in Mississippi:Commissioner Joe Perkins (Department of Transportation and Public Facilities). 3.PUBLIC ROLL CALL AIDEA staff present in Anchorage:Keith A.Laufer (Acting Executive Director),Valorie F.Walker (Deputy Director -Finance),Robert G.Poe,Jr.(Business Development Manager),Dennis V. McCrohan (Deputy Director -Project Development &Operations),Katelyn Markley (Development Specialist),Sheila Sasek (Accountant),Linda Day (Accountant),David Germer (Project Manager), and Brenda J.Fuglestad (Administrative Assistant). Others attending in Anchorage:Ken Vassar (Wohlforth,Argetsinger,et al.),Brian Bjorkquist (Department of Law),Bob Evans (Four Dam Pool),Jim Lotsfeldt and Joe L.Hayes (Citizens Power of Alaska),Natalie Knox (Northwest Strategies),and Dave Carlson (City of Petersburg). 4.|PUBLIC COMMENTS There were no public comments. 5.PRIOR MINUTES -October 29,1997 The October 29,1997,minutes were unanimously approved as presented. 6.OLD BUSINESS There was no old business. AEA Board Meeting December 16,1997 Meeting Minutes Page 2 7.NEW BUSINESS A.Four Dam Pool Project,Resolution #1997-05 Mr.Laufer stated staff of the Authority has been in discussions with the Four Dam Pool purchasing utilities regarding the possibility of the utilities acquiring the projects from the state.At the outset of the discussions,Chief of Staff Ayers set forth four requirements that would need to be met for the sale of the Four Dam Pool.AIDEA has used the four requirements as guidelines for proceeding in discussions with the utilities.Mr.Laufer referred the Board to their packets for information on the four requirements set forth by Chief of Staff Ayers.In brief,the four requirements are that the power sales agreement remain in place through the sale;the state receive adequate value for the projects;the state be relieved of all its project risks upon a transfer;and that any proposal be subject to legislative review. Discussions with the utilities have been extremely productive and business-like and staff has appreciated the utilities'good faith efforts.On July 30,1997,the utilities presented a proposal to staff.Unfortunately,in staff's view,that proposal fell short of two of the set requirements.Staff believed that the amount being offered by the utilities fell short of the adequate value that was estimated for the sale and the proposal left the state with risks. Mr.Laufer said that based on the Board's previous direction and because staff was unable to recommend proceeding with the purchasing utilities offer,staff has been investigating all other altematives for the sale of the Four Dam Pool.He then referred the Board members to their packets for review of staff's recommended altematives.The alternatives are as follows: Sale Options: Continued Discussions with Utilities Under this altemative,staff would continue to work with the purchasing utilities in an attempt to structure an acceptable proposal. Staff has been pursuing a sale of the projects with the purchasing utilities for more than two years.At the outset of negotiations,Chief of Staff Ayers sent a letter to the utilities setting for the requirements to be met for the Administration to support the transfer.The most important of these requirements were that the state receive adequate value for the projects and that,upon transfer,the state be relieved of all of its risks related to the projects. Staff has appreciated the cooperative attitude and good faith of the utility representatives inthesediscussions.The utilities'July 30"offer,in nominal terms,amounts to approximately $104 million.The present value of the offer,utilizing a 7%discount rate,is approximately $66.5 million.This amount is less than the $84 million to the $106 million staff estimated as adequate value for the projects. Under the utilities'proposal the state would continue to bear a payment risk in that the proposal calls for payment deferrals with interest under various circumstances.In addition, the utilities would be entitled to abate a portion of their payment obligations if a catastrophic loss occurs to any of the Four Dam Pool facilities. AEA Board Meeting December 16,1997 Meeting Minutes Page 3 Under the utilities'proposal,the amount of up-front money that would be paid to the state is limited.Except for the release of the AEA insurance fund for other purposes,there is no large up-front payment to the state.In the first year,the financial benefit to the state would only approximate $23 million ($16 million insurance funds released plus $7 million first year fixed payment).In lieu of an annual $10 million to $12 million dollar debt service payment for the next 32 years,under the proposal the state would receive a fixed payment of $7 million for only 11 years. In verbal discussions with certain purchasing utilities'representatives,the representatives have indicated that they may be willing to make certain changes to their proposal (there is not a consensus among all the utilities,though).In staff's view,the possible changes the utilities might propose are insufficient to materially improve the offer or change its ultimate character.For this reason,staff does not recommend continuing transfer discussions with the utilities at this time. Sale Discussions with the Energy Group If this alternative were chosen,staff would work with the Energy Group in an attempt to structure an acceptable proposal. Since approximately September of last year,former United States Senator Mike Gravel has been promoting a purchase of the projects by an entity called the Energy Group.The proposed owner entity is to be composed of two groups of shareholders.The first shareholder group would consist of investors.The second shareholder group would consist of the local power consumers who would own their investment by way of a Community Stock Ownership Plan (CSOP).The CSOP is a concept that Senator Gravel has been promoting since his days in Congress.To our knowledge the concept has not yet been applied.Most recently,Senator Gravel has indicated that the new entity would purchase the projects for $100 million.Additionally,Senator Gravel has now stated the entity would assume the state's obligations under the existing PSA which would remain in place. Senator Gravel has indicated that he would likely seek state financing assistance for the purchase.Accordingly,under the Energy Group's proposal,the state will be asked to retain financing risks,which could be substantial,for the projects. Staff has not requested a detailed term sheet from the Energy Group,nor has staff performed a due diligence on the proposal.Nonetheless,Senator Gravel did provide AEA with a letter dated September 25,1997,describing his proposal.Based upon staffs preliminary analysis,if the purchasing entity assumes and performs the state's obligations under the PSA,it is difficult to see how the pro forma analysis attached to Senator Gravel's letter could be achieved.For example,the pro forma reserves only $1 million annually for Reserves and Replacements (R&R).Based upon a consultant's study of the projects,the annual reserve for R&R should be approximately $3.3 million.As the proposal contemplates state financing assistance,this deficiency could result in significant state risk. In addition,the pro forma contemplates that reductions in project operations and maintenance (O&M)costs could benefit the owner.In fact,under the PSA,any O&M reductions would directly reduce the power sale rate and the projected owner revenues. For the state to be completely relieved of its PSA liabilities,it is likely that the purchasing utilities would need to formally release the state.It is therefore essential that any sale proposal have the support of the purchasing utilities and their communities.Under the PSA, AEA Board Meeting December 16,1997 Meeting Minutes Page 4 the owner and the purchasing utilities jointly manage the projects.Without the cooperation of the purchaser and the purchasing utilities,efficient operation of the projects would be impossible. To staff's knowledge,the Energy Group has not gained the support of any of the purchasing utilities or the local communities at this time.In fact,the city councils of most of the communities and the Southeast Conference have adopted resolutions requesting that AEA reject the Energy Group's solicitation.While the purchasing utilities and the communities have numerous objections to the Energy Group's proposal,one stands out.Under the existing PSA,any and all cost reductions and other savings that can be produced in the operations of the projects are passed on to the utilities in the form of reduced wholesale power rates.These wholesale power rate decreases in turn can lower the retail rates charged to the retail consumers.Under the Energy Group's proposal,only one-half of any savings or profits produced by the projects would benefit the consumers.The other half would accrue to benefit the private investor group. Based on financial issues raised above and without the strong support of the purchasing utilities and the local communities,staff believes that a sale to the Energy Group is unlikely to succeed.In addition,staff has received clear indication from the Legislature that,if successful agreement could not be reached with the purchasing utilities,any future sale proposals should be part of a competitive open bid process.For these reasons staff does not recommend proceeding with this alternative. RFP for Sale In order to maximize fairness and competition and ensure maximum value,a Request for Proposals (RFP)could be issued for the sale of the projects.At a minimum,the RFP would require the purchaser to assume all the state's obligations under the existing PSA.Beyond that,the RFP's requirements would need to be carefully structured to maximize all of the State's goals for the projects,including receiving adequate value. While an open RFP process might identify additional purchasers,staff believes this is unlikely.Instead,the primary advantage of an RFP is that it allows AEA to set specific standards for a sale and evaluate offers on an equal footing against those standards. Because of the complexity of the proposed transaction,however,any acceptable proposal would require extensive negotiation to implement.This would likely defeat much of the standardization that is a goal of the RFP. The purchasing utilities have opposed the use of an RFP.All of the purchasing utilities are either public entities or cooperative associations that are required to conduct business in open meetings.In light of this,the utilities have said that it would be difficult for them to respond to a public RFP process without first revealing their response in public settings.Obviously,revealing their response in this way would provide other bidders with a substantial competitive advantage. Staff believes that,to be successful,any sale must have the strong support of the purchasing utilities and the local communities.For the state to eliminate its project risks,utility agreement would likely be required.The RFP process is not designed to AEA Board Meeting December 16,1997 Meeting Minutes Page 5 facilitate utility support or agreement.In addition,it would be difficult to design an RFP process in a way in which the purchasing utilities and local communities could fairly respond.As the RFP would require any purchaser to assume the owner's obligations (which we believe are onerous),it is unlikely the state would receive a proposal that provides acceptable compensation.An RFP process would be extremely time consuming and expensive.AEA lacks funding for such an effort and any RFP process would require a legislative appropriation.Because staff believes that an RFP process is unlikely to be successful and would be time consuming and costly,staff does not recommend the use of an RFP. Continued State Ownership Options Propose Changes to Funding Legislation Under this alternative,staff would propose that the legislation that governs the distribution of the Four Dam Pool debt service payment be altered.A fixed amount of each payment would be allocated to AEA to be placed in a reserve fund to be used to meet the state's obligations.The remainder of each payment would then be allocated in accordance with current law.Altering the legislation in this manner would allow AEA to reserve for its future obligations and provide a known source of funds for this purpose. Currently,all debt service payments from the Four Dam Pool projects are completely dedicated to non-Four Dam Pool programs.AEA has limited funds with which to fulfill its obligations.Accordingly,the utilities have utilized their self-help rights to interrupt the state's debt service payment,thereby making funds available for the state's obligations.This funding mechanism does not allow AEA to currently reserve adequate funds to meet its future liabilities,as is the usual practice for similar projects.The current structure results in debt service payments that may vary significantly from year to year. This alternative would require that amounts be reserved each year regardless of whether there are obligations to be funded by AEA in that year.Based on a study prepared by Harza Inc.,staff estimates that an additional $2.8 million should be set aside each year to cover the state's future obligations.Currently,only $500,000 is set aside annually to fund the state's R&R responsibilities.Obviously,this option has the result of immediately reducing funding to the beneficiaries of the Four Dam Pool debt service payments.This alternative would not eliminate the possibility of future self-help reductions in debt service.To the extent R&R estimates were wrong and the state's R&R or other project obligations exceed available funding,self-help could be invoked. Ultimately this alternative does not increase or decrease the state's risks with respect to the projects.Rather,this alternative merely provides the means for the state to annually reserve funds for the risk.As noted below,however,staff believes that substantial improvements can be made to the current self-help process without the need to make changes to the funding legislation.Staff also believes that it is preferable for funding to be maximized to the beneficiaries of the Four Dam Poo!debt service payments until AEA's obligations actually arise.For these reasons,staff does not recommend this alternative. AEA Board Meeting December 16,1997 Meeting Minutes Page 6 Improvements in Funding Process and Other Cost Reductions Under this alternative,AEA would retain the projects and work closely with the purchasing utilities to better budget and streamline the self-help funding process for R&R deficiencies and other owner obligations.In addition,staff would work with the utilities to make other project changes to reduce project costs. AEA would work with the utilities to adopt a long-term self-help budget for the projects based on all information currently available.In addition,AEA would work with the utilities on procedures for determining when and how self-help will be invoked in future years.The goal would be to make the self-help procedure as efficient and predictable as possible.The procedures would reduce the likelihood of conflicts between the utilities and the state related to these matters. The state's risk and return do not change from that currently existing.Instead, procedures would be developed with the utilities on invocation of self-help that adds predictability and stability to the process.Regular advance self help budgets could be developed and provided to the program beneficiaries of the debt service payments. This would allow these programs to better predict the Four Dam Pool contributions that will be made from year to year to those programs. In addition,AEA would work with the utilities to make changes to the operation of the projects to optimize efficiency and reduce costs.As noted previously,to the extent that operational costs can be decreased,the families and businesses that purchase power in the Four Dam Pool communities will benefit by decreased power rates.AEA will encourage the utilities to investigate prudent changes to project operations in this effort.Changes in operations should be examined that can achieve economies of scale and reduce overall project operating costs.AEA will actively work with the utilities to identify and implement such changes. In view of the above altematives,Mr.Laufer stated staff recommended that AEA retain the projects and work closely with the purchasing utilities to better budget and streamline the self-help funding process for R&R deficiencies and other owner obligations.In addition,staff will work with the utilities to make other changes to reduce project costs. MOTION:Commissioner Sedwick moved for approval of Resolution #1997-05.Seconded by Deputy Commissioner Kinney. PUBLIC COMMENTS (Verbatim): Mr.Jim Lottsfeldt,Citizens Power of Alaska:On behalf of Citizens Power,we are disappointed in the recommendation by staff.Acting Executive Director Laufer's criticism of the Citizens Power offer centered on two broad areas.One,that based on the information that staff has looked at so far,they don't see how the deal works;and second,if that were solved,there still isn't support in the communities,which is vital to making the power sales agreement assumable by Citizens Power.Citizens Power has been involved in this process for the last year and at no time has AIDEA and Citizens Power actually sat down and talked about the numbers.We've always been asking,"would you consider our proposal?”Before we're ruled that we're not competitive,our designees and your designees should sit down and actually talk about how the project could work. AEA Board Meeting December 16,1997 Meeting Minutes Page 7 At no time,that |am aware of,has anyone from AIDEA ever called Senator Gravel or anyone at Citizens Power and gone over the numbers. You've decided that the communities involved in the Four Dam Pool would not support our proposal.You based this on resolutions from a group we're competing with that has offered you less money than you think it's worth.|would allege that these groups are not the people who are going to push our proposal to the forefront.Public communication and the support of a community is probably not something that the staff of AIDEA is expert at establishing.|am aware of no poll being conducted by AIDEA that establishes what the people of these communities believe in. Citizens Power has polled the members of the communities and |know that people in the PMC had criticism when we did the poll.But,nonetheless,Citizens Power,tomorrow if it would move this project along,would fund a poll that you could write,that would establish what the people of these communities want.We believe there is support for our position. Before you refuse to hear our proposal we request that more due diligence be given and invest a day with our staff and your staff talking numbers so we could see if we could convince you we're real.If you feel like you need the support of the communities to move forward,commission a poll and see if we're in the running,because we believe we are. Mr.Dave Carlson,Petersburg Project Management Committee:|was former Mayor and Counsel Member of the City of Petersburg,and past President of the Thomas Bay Power Authority. My involvement began with the Tyee project in the late 1970s,which is a project that serves Wrangell and Petersburg,and has continued through the negotiation of the power sales agreement,up until the present.Presently,I'm the designee voter representing Petersburg on the project management committee.|have also chaired the divestiture negotiation that has been ongoing for the past two years. |have appreciated the professionalism that the AIDEA staff has shown in these negotiations.| think they have been very hard,straightforward negotiations,but they have been amicable.| believe our relationship with AIDEA,as the owners representative for these projects,has dramatically improved over what it used to be when the Alaska Energy Authority was a stand-alone agency.|think we have made great progress.|think the communities of the Four Dam Pool basically agree with the analysis given in each of the options that Mr.Laufer presented.In particular,the analysis of the Gravel proposal and the RFP were well written and accurately reflect the communities'feelings.|think we somewhat agree with the preferred option,although,we do not believe it should be the final option.The ultimate option that is acceptable to us is the divestiture of the projects to the communities for which they were built and for which they serve.Mr. Chairman,we believe that this will ultimately happen and should ultimately happen,and should be included as a goal reflecting the desire of the legislature and the communities.|believe that we really do want to own the projects and the resolution should reflect this desire. In the meantime,|believe it is very apparent that some sort of streamline self-help needs to be worked out.However,as |said,|think the communities do want to own the project and are willing to accept ownership of the project.We do not support the resolution as written and request it be amended to reflect the desires of the communities to keep the option open of the utilities owning the projects.We understand the position that AIDEA has taken right now,but we would like to reserve the right to own the projects.|think it makes good public policy that if the state is going to divest an asset it should divest that asset to the communities for which it was built.We are willing buyers and the state,up to this point,has demonstrated they are a willing seller.The only thing that needs to be resolved is the purchase price.One of the key factors between what the state says the AEA Board Meeting December 16,1997 Meeting Minutes Page 8 purchase price,is and what we say it should be,is based on the amount of money that has to be put into the renewals and replacements over the next 33 years.|believe,with further discussions we can work this out and we can reach an agreement with the state. |support an amendment to the resolution stating that the communities should ultimately own the project because those projects were built for the communities and they serve the communities. Mr.Bob Evans,representative of the Four Dam Pool:Mr.Lottsfeldt's comment that they've done polls and the polls show that there is support -|have here resolutions within the last two or three months from the Alaska Municipal League,Southeast Conference,Cities and Boroughs in each of the communities.The boards of Copper Valley and Kodiak Electric are cooperatives where the people are elected by the people.The three municipals are elected by the people and the boroughs and city counsels are elected by the people.These groups, organizations,and governmental entities have acted universally in support of divestiture to the communities.|think it ironic to think that we should not accept that as some kind of expression of the will of the communities and the people in the communities. (End verbatim) In response to Board member questions,Mr.Laufer stated that goals have not yet been set for what types of costs can be reduced on the project.At this time there are four hydroelectric projects operated by four separate entities.Staff believes there may be some opportunity to streamline by consolidating some of the operations,thus eliminating duplication and thereby reducing costs.Staff and the utilities will be investigating and identifying cost saving measures. There being no further discussion,the question was called.A roll call vote was taken,and the motion passed unanimously. 8.DIRECTOR COMMENTS A.Status Report of AEA Programs and Projects Mr.Laufer referred the Board to the information in their packets on the following matter: e Sitka Bond Sale Memorandum Mr.Laufer stated the Sitka Bond sale has closed and it resulted in approximately $1.35 million net present value savings to the citizens of Sitka. He also stated that the Bradley Lake forward refunding transaction is proceeding.On December 12,1997,the Authority entered into the forward purchase agreement with Goldman,Sachs & Company.By entering that agreement AEA has locked in $8.5 million net present value in savings for the purchasing utilities of the Bradley Lake project that will directly benefit the purchasers of power.On the date the Authority locked in those rates,the Authority received the second lowest rates in approximately 17 years. B.Next Meeting Date Chairman Hughes stated the Board would be polled for the next AEA meeting date. AEA Board Meeting December 16,1997 Meeting Minutes Page 9 9.BOARD COMMENTS There were no Board comments. 10.ADJOURNMENT There being no objection and no further business of the Board,the meeting was adjourned at 3:10 p.m. Joh,Lo.LauferKeithA.Laufer,Acting Secretary ALASKA ENERGY AUTHORITY RESOLUTION NO.1998-01 A RESOLUTION OF THE ALASKA ENERGY AUTHORITY AUTHORIZING THE EXECUTION OF A LINE OF CREDIT AGREEMENT FOR THE ALASKA INTERTIE;AND PROVIDING FOR RELATED MATTERS. WHEREAS,the Alaska Energy Authority (the "Authority”)has entered into the Alaska Intertie Agreement (the "Intertie Agreement")with certain Utility Participants defined therein for the purpose of establishing the Utility Participants'individual rights for the transfer capability of the Alaska Intertie and a method for determining the costs of those rights; WHEREAS,the Intertie Agreement provides that intertie costs shall be shared by Utility Participants in accordance with AS 44.83.398(f),and that such costs include operation and maintenance costs,extraordinary maintenance and replacement costs and annual debt service cost; WHEREAS,it is in the best interest of the Authority and the Utility Participants to provide a source of credit to pay uninsured liability losses,which are a part of extraordinary maintenance and replacement costs; WHEREAS,the Authority entered into a line of credit agreement (the "Prior Credit Agreement”)for these purposes; WHEREAS,the Prior Credit Agreement will expire June 30,1998,and it is in the best interest of the Authority to enter into another line of credit agreement for the same purposes served by the Prior Credit Agreement: WHEREAS,the Authority is authorized to issue obligations payable from its income,receipts or other assets (AS 44.83.100(a)(3)),to carry out its corporate purposes (AS 44.83.080(6)). WHEREAS,The Authority requested and accepted proposals for another line of credit agreement; WHEREAS,the Authority has determined that the establishment of a capital reserve fund pursuant to AS 44.83.110(c)would enhance the marketability of the obligations issued by the Authority with respect to the line of credit;and WHEREAS,it is in the best interests of the Authority that the Executive Director be authorized to enter into a new line of credit agreement and such other agreements as may be necessary to establish a $1 million dollar line of credit to provide a source of funds to pay uninsured liability losses and other appropriate amounts with respect to the Alaska Intertie project. NOW,THEREFORE,BE IT RESOLVED BY THE ALASKA ENERGY AUTHORITY AS FOLLOWS: Section 1.The Executive Director is hereby authorized to enter into a line of credit agreement and other appropriate agreements to reflect a line of credit in favor of the Authority in an aggregate principal amount not to exceed $1,000,000 upon terms and conditions approved by the Executive Director.The line of credit may be utilized to pay for extraordinary maintenance and replacement costs under the Intertie Agreement and for other appropriate amounts with respect to the Alaska Intertie project. Section 2.The form of the obligations and the provisions for signatures, authentication and payment shall be as set forth in the agreements approved and executed by the Executive Director. Section 3.The Executive Director is authorized to execute and deliver for and on behalf of the Authority any and all certificates,documents,opinions or other papers,and perform all other acts as the Executive Director may deem necessary or appropriate in order to implement and carry out the intent and purposes of this Resolution. Section 4.This Resolution shall become effective upon passage and approval. Alaska Intertie Line of Credit Page 2 Resolution #1998-01 DATED at Anchorage,Alaska this 16""day of June,1998. Chairman (SEAL) ATTEST Secretary Alaska Intertie Line of Credit Page 3 Resolution #1998-01 a ALASKA ENERGY AUTHORITY RESOLUTION NO.1998-02 A RESOLUTION OF THE ALASKA ENERGY AUTHORITY AUTHORIZING THE EXECUTION OF A LINE OF CREDIT AGREEMENT FOR THE FOUR DAM POOL AND PROVIDING FOR RELATED MATTERS WHEREAS,the Alaska Energy Authority (the "Authority”)has entered into a Long Term Power Sales Agreement dated October 28,1985 (the "Power Sales Agreement”)with certain Purchasing Utilities defined therein for the purpose of making sales of power from the Initial Project (as defined in the Power Sales Agreement)to the Purchasing Utilities; WHEREAS,pursuant to the Power Sales Agreement,the Authority and the Project Management Committee for the Initial Project have entered into an Amended Agreement for Satisfaction of Insurance Cost Payment Obligation and Concerning Risk Allocation dated June 23,1994,(the "Insurance Agreement")to provide for payment of the cost of insuring the Initial Project; WHEREAS,it is in the best interest of the Authority and the Purchasing Utilities to provide a source of credit to pay a portion of Losses and Loss Related Expenses,as those terms are defined in the Insurance Agreement; WHEREAS,the Authority has entered into a line of credit agreement (the "Prior Credit Agreement)for these purposes; WHEREAS,the Prior Credit Agreement is secured by certain Authority Four Dam Pool insurance funds (the "Insurance Fund”). WHEREAS the Prior Credit Agreement will expire June 30,1998,and it is in the best interest of the Authority to enter into another line of credit agreement for the purposes served by the Prior Credit Agreement: WHEREAS,the Authority is authorized to issue obligations payable from its income,receipts or other assets (AS 44.83.100(a)(3)),to carry out its corporate purposes; WHEREAS,the Authority requested and accepted proposals for a new line of credit agreement; WHEREAS,the Authority has determined that the establishment of a capital reserve fund pursuant to AS 44.83.110(c)would enhance the marketability of the obligations issued by the Authority with respect to the line of credit; WHEREAS,it is in the best interests of the Authority that the Executive Director be authorized to enter into a new line of credit agreement and such other agreements as may be necessary to establish a $10 million dollar line of credit to provide a source of funds to pay a portion of Losses and Loss Related Expenses,as those terms are defined in the Insurance Agreement. NOW,THEREFORE,BE IT RESOLVED BY THE ALASKA ENERGY AUTHORITY AS FOLLOWS: Section 1.The Executive Director is hereby authorized to enter into a line of credit agreement and other appropriate agreements to reflect a line of credit in favor of the Authority in an aggregate principal amount not to exceed $10,000,000 upon terms and conditions approved by the Executive Director.The line of credit may be utilized to pay for Losses and Loss Related Expenses,as those terms are defined in the Insurance Agreement. Section 2.The line of credit may be secured by the Insurance Fund.The Executive Director is authorized to enter into such trust,custodial and other arrangements as may be necessary with respect to the Insurance Fund and the pledge of such fund in connection with the line of credit. Section 3.The form of the obligations and the provisions for signatures, authentication and payment shall be as set forth in the agreements approved and executed by the Executive Director. Section 4.The Executive Director is authorized to execute and deliver for and on behalf of the Authority any and all certificates,documents,opinions or other papers and perform all other acts as the Executive Director may deem necessary or appropriate in order to implement and carry out the intent and purposes of this Resolution. Four Dam Pool Line of Credit Page 2 Resofdtion #1998-02 Section 5.This Resolution shall become effective upon passage and approval. DATED at Anchorage,Alaska this 16"day of June,1998. Chairman (SEAL) ATTEST Secretary Four Dam Pool Line of Credit Page 3 Resolution #1998-02 ALASKA INDUSTRIAL DEVELOPMENT AND EXPORT AUTHORITY /=>ALASKA@@E=ENERGY AUTHORITY 480 WEST TUDOR ANCHORAGE,ALASKA 99503 907 /269-3000 FAX 907 /269-3044 MEMORANDUM TO:Board of Directors Alaska Energy Aythor FROM:D.Ra Executive Director DATE:June 16,1998 SUBJECT:AEA Lines of Credit Resolutions 1998-01 and 1998-02 authorize the Executive Director to enter into new line of credit agreements for the Alaska Intertie and Four Dam Pool projects. AEA has had lines of credit in place for these projects since 1990.The $1 million line of credit for the Alaska Intertie provides a source of credit to pay uninsured liability losses.The $10 million line of credit provides a source of credit to pay a portion of losses and loss related expenses for the Four Dam Poo}.Under the Power Sales Agreement and Insurance Agreement for the Four Dam Pool,the state is responsible for uninsured facility losses.The lines of credit are backed by the moral obligation of the state.To date there have been no draws on either line of credit. The current lines of credit for these projects expire June 30,1998.The Authority issued a request for proposals ("RFP”)for new lines to local banks.The RFP also requested proposals for management of the existing trust fund and capital reserve fund that secures the $10 million dollar line. The Authority received four proposals.As the lines have never been drawn upon,staff reviewed the proposals favoring those with the lowest costs assuming no draws.Based upon this review, staff has entered into negotiations with First National Bank of Anchorage.If negotiations with First National Bank of Anchorage were to fail for some reason,staff intends to enter into discussions with the next highest ranked bidder. Resolution 1998-01 authorizesthe Executive Director to enter into a line of credit and other appropriate agreements for a $1 million dollar line of credit for the Alaska Intertie project,on terms approved by the Executive Director. Resolution 1998-02 authorizes the Executive Director to enter into a line of credit and other appropriate agreements for a $10 million line of credit for the Four Dam Pool project,on terms approved by the Executive Director.The resolution also authorizes the Executive Director to enter into custodial,trust,or other agreements with respect to the funds securing the line. Staff recommends approval of Resolution 1998-01 and 1998-02. DRS:bijf h:all\keith\board\aea line of credit ALASKA INDUSTRIAL DEVELOPMENT Se)AND EXPORT AUTHORITY {=AmmENERGY AUTHORITY 480 WEST TUDOR ANCHORAGE,ALASKA 99503 907 /269-3000 FAX 907 /269-3044 MEMORANDUM TO:Board of Directors ent and Export Authority FROM: Executive Director DATE:June 16,1998 SUBJECT:|Mahoney Lake Hydroelectric Project Cape Fox Corporation and Alaska Power &Telephone Company have formed a joint venture, Ketchikan Electric Company (KEC),to construct a 9.6-megawatt hydro project on the Upper Mahoney Lake (Mahoney).The project is located about 10 miles northeast of Ketchikan and will cost $17.5 million.The energy would be sold to the Ketchikan Public Utilities (KPU).In order for Mahoney to be feasible at this time,KEC needs a federal grant (up to $10 million). As you know,AEA owns the Swan Lake Hydroelectric Project (Swan)serving the Ketchikan area.Swan is part of the Four Dam Pool.Under the Four Dam Pool Power Sales Agreement, KPU is obligated to purchase all of the power produced by Swan prior to taking power from any other source.Nonetheless,the financial feasibility of the Mahoney project appears to depend on that project displacing,for an undetermined period,at least some of the power currently being produced by Swan. KEC has indicated it believes that,under federal law and an exception in the Four Dam Pool Power Sales Agreement,KPU could be compelled to take Mahoney power ahead of Swan power.If this were to occur,state Four Dam Pool revenues would be reduced.Based upon previous load growth studies prepared for Ketchikan,it is estimated that up to $1.6 million a year in state revenues (for an indeterminate time)could be lost if Mahoney was placed in service and KPU was required to purchase Mahoney power ahead of Swan power.KEC has said it believes only $450,000 of state revenues would be lost in the first year and that state revenues could be returned to normal within 5 years.KEC's projections assume future developments not included in previous load studies performed by third party consultants. All state revenues from the Four Dam Pool are currently appropriated 40%to PCE,40%to the Southeast Energy Fund (used for development of the proposed Southeast Intertie between Lake Tyee and Ketchikan (SE Intertie))and 20%to the DCRA Power Development Fund.If state revenues from the Four Dam Pool are reduced,the impact would fall on PCE and these other uses.Additionally,as the operating and maintenance costs are pooled among all of the Four Dam Pool communities,decreased Swan power sales would cause wholesale rates in all the Four Dam Pool communities to rise.Based upon previous load growth studies it is Board of Directors June 16,1998 Page 2 estimated that wholesale rates could increase by as much as %cent per kilowatt hour, approximately 8%. There is no doubt that Ketchikan needs additional energy capacity,especially in the long run. Ketchikan is currently looking at a number of options including the SE Intertie,Mahoney and the following small hydro projects:Whitman,Connell,Metlakatla,Carlanna and Beaver Falls. KPU appears to favor the SE Intertie but it would require a $39 million grant from the federal government.They have secured $10 million of the grant and are attempting to get the remainder this year.To our knowledge,the City of Ketchikan has not taken a position regarding Mahoney.There are probably economic benefits to Ketchikan to pursue Mahoney if it does not interfere with the SE Intertie funding.However,there are other projects which KPU's consultants predict could supply lower cost power than Mahoney. AEA disagrees with KEC's position that KPU could be compelled to take Mahoney power ahead of Swan power.Because KEC has taken that position,however,and it appears that feasibility of Mahoney may require such displacement and a reduction in Four Dam Pool revenues,staff indicated to KEC that AEA would oppose any federal funding for Mahoney. Since there may be benefits to both the community of Ketchikan and KEC if Mahoney is put into operation,staff offered not to oppose federal funding if KEC were to agree to indemnify the state for any lost revenues that might result if Mahoney were built.After some negotiation, KEC ultimately agreed to indemnify both AEA and the Four Dam Pool purchasing utilities for any such lost revenues and AEA agreed not to oppose federal funding.A copy of the Indemnification Agreement is attached.By signing the Indemnification Agreement,however, AEA did not agree with KEC's position that Mahoney could displace Swan power nor did it agree to support the project. Despite the fact that the Indemnification Agreement between AEA and KEC also indemnified the Four Dam Pool purchasing utilities for lost revenues resulting from Mahoney,the purchasing utilities are nonetheless disappointed that AEA is not opposing federal funding for the project.In the purchasing utilities'view,AEA should oppose the project in favor of the SE Intertie which they believe,in the long run,could increase state revenues and decrease costs to the purchasing utilities.Because of the substantial uncertainties with respect to the SE Intertie and the fact that the City of Ketchikan has not taken a formal position favoring one project over the other,staff did not feel it appropriate to oppose federal funds. DRS:bjfh:all\keith\board\mahoney board memo INDEMNIFICATION AGREEMENT This Indemnification Agreement ("Agreement”)is entered into between Ketchikan Electric Company ("KEC”)and the Alaska Energy Authority ("AEA”)as of the day and year last written below. RECITALS WHEREAS,the KEC is a joint venture between Cape Fox Native Corporation and Alaska Power and Telephone that has requested and desires to obtain federal matching funds for the Mahoney Lake Hydroelectric project ("Mahoney Lake");and WHEREAS,the financial feasibility of Mahoney Lake involves obtaining federal matching funds to offset capital costs and that KEC enter into a power sales agreement with Ketchikan Public Utilities (""KPU”)that may require KPU to purchase from KEC,on a priority basis,electric power generated by Mahoney Lake;and WHEREAS,KPU is contractually obligated pursuant to the Long-Term Power Sales Agreement,Four Dam Pool-Initial Project of the Alaska Power Authority ("Long-Term Power Sales Agreement")to purchase power generated by the Swan Lake Hydroelectric facility ("Swan Lake") on a priority basis;and WHEREAS,KPU's contractual obligation under the Long-Term Power Sales Agreement may conflict with the proposed power sales agreement between KPU and KEC to provide for priority purchase of Mahoney Lake Power;and WHEREAS,the AEA is the successor state agency to the Alaska Power Authority under the Long-Term Power Sales Agreement;and WHEREAS,the AEA has considered opposing KEC's request for federal matching funds for Mahoney Lake on the grounds that the proposed funding and power sales agreement may adversely impact the financial interests of AEA and the Four Dam Pool Purchasing Utilities (the "Purchasing Utilities”)in the Long-Term Power Sales Agreement;and WHEREAS,AEA's and the Purchasing Utilities financial interests in the Long-Term Power Sales Agreement can be adequately protected without the AEA opposing federal matching funds for Mahoney Lake if KEC indemnifies the AEA and the Purchasing Utilities for any lost revenues that might result from Mahoney Lake power replacing Swan Lake power,and if KEC further agrees to defend,indemnify,and hold harmless the AEA from any claim or liability arising out of,or related to,the AEA entering this agreement. NOW,THEREFORE,in consideration of the mutual covenants set forth,the parties hereto agree as follows: 1.The AEA agrees that it will not oppose KEC's request for federal matching funds for Mahoney Lake. 2.KEC agrees to indemnify the AEA and the Purchasing Utilities for any lost revenues that might result on an annual basis from Mahoney Lake power replacing Swan Lake power that would otherwise be purchased by Ketchikan Public Utilities or by any other Swan Lake energy purchaser. 3.KEC further agrees to defend,indemnify,and hold harmless the AEA from any claim or liability arising out of,or related to,the AEA entering this agreement. 4,The Purchasing Utilities are an intended third party beneficiary of this Agreement. 5.This Agreement sets forth the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings with respect to the subject matter hereof. 6.This Agreement shall not be altered,modified or otherwise amended except by an instrument in writing signed by both parties. 7.Should an action be brought to enforce or interpret the provisions of this Agreement,the prevailing party in such action shall be entitled to recover reasonable attorney fees and other costs of litigation in addition to any other relief awarded by the court. IN WITNESS WHEREOF,the parties have caused this agreement to be executed the day and year last written below. ALASKA ENERGY AUTHORITY »RLD.Randy Simmgns Executive Director 6 (SesDate KETCHIKAN ELECTRIC COMPANY By: Robert Grimm General Manager Date Indemnification Agreement Page 2