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HomeMy WebLinkAboutBradley Lake CEA Dispatch Agreement 1996 2Bradley Lake Office Filing System (BLOFI)MASTER BLOFI LOG Year |Code |Date Key Word From Description 1992 |02-09 {02/19/92 |Dispatch AEA Counterpart 1 of 2 BLHP Dispatch Agreement 1994 |02-09 [06/02/94 [Dispatch AEA BL Agreements,Dispatch AEA /CEA 1994 {02-09 [08/04/94 |Dispatch AEA Counterpart of 1 of 2,CEA and AEA 1994 {02-09 [08/10/94 |Dispatch AEA Dispatch Agreement BLP 1994 [02-09 {12/13/94 |Dispatch AEA Bradley Dispatch Agreement 4994 [02-09 {12/14/94 |Dispatch AEA CEA Dispatch Agreement 1996 |02-09 [02/06/96 |Dispatch CEA BLP Audit Report 1996 [02-09 [03/20/96 |Dispatch AEA Dispatch Agreement 1996 |02-09 [03/20/96 {Dispatch AEA Counterpart 1 of 3 BLHP Dispatch Agreement 1996 |02-09 |04/03/96 |Dispatch MLP Review and Comment on Proposed BL Agreements 1996 |02-09 [08/01/96 |Dispatch Ater Wynne {BLP Dispatch Agreement 1996 |02-09 [08/07/96 |Dispatch AEA BLHP Agreement for the Dispatch of Electric Power 1996 {02-09 [08/20/96 |Dispatch AEA Counterpart 1 of 3,CEA and AEA 1996 {02-09 {08/21/96 |Dispatch AEA Dispatch Agreement (Stahr,Bjornstad) 1994 02-09 00/00/94 Dispatch AEA Master Contract Provisions,Exhibit A Master BLOF!Log.xlsBLOFI 1 of1 3/3/2003 COUNTERPART 1 OF 3 BRADLEY LAKE HYDROELECTRIC PROJECT AGREEMENT FOR THE DISPATCH OF ELECTRIC POWER AND FOR RELATED SERVICES ("BRADLEY LAKE DISPATCH AGREEMENT") by and among CHUGACH ELECTRIC ASSOCIATION,INC. and THE ALASKA ENERGY AUTHORITY August 1996 Section OMANDOOHhWNHTABLE OF CONTENTS Title Page SX04b=|>1 Nature Of AGre@Ment ........cccecceeeceeeeteeeeeteeneeeeneeeeeneetenaenetenaeenes 2 Relationship To Other Agreements .........2...cee eeeeeeeeeeeeeeeereeenaees 2 Term Of Agreement;Related Matters .............ccccccsseeeeeeeeeeesenenes 2 Duties Of The Dispatcher.........cccc ee ccceee eee e eee eee eeeeeeeteereneneeeees 3 Annual Planning And Budget ...........0 cee cece sence este eee eeeeseeeeeneeeenenns 3 Invoices,Payment &Dispute ReSOIUTION ........ccc cece eee e eee e nena eee 4 Miscellan@OuS ProviSiOns.........cccccccccccnccettesteeneeneeeeeensaeeteeeeeeetens 5 DEFINITIONS ..0...cece cece nce e cence cence ssurteveeucseeeeseuveeusteusvensvveeneteseseeea 7 BRADLEY LAKE HYDROELECTRIC PROJECT AGREEMENT FOR THE DISPATCH OF ELECTRIC POWER AND FOR RELATED SERVICES THIS AGREEMENT is entered into on August 20th ,1996,by CHUGACH ELECTRIC ASSOCIATION,INC.("Chugach"),and the STATE OF ALASKA, ALASKA ENERGY AUTHORITY ("Authority"),hereinafter collectively referred to as "Parties.” SECTION 1.RECITALS A.The Authority owns the Bradley Lake Hydroelectric Project ("Project"),and has sold the output to various utilities ("Purchasers"),including Chugach,under the Power Sales Agreement. B.Chugach is designated as the dispatcher of energy from the Project ("Dispatcher"),and as the entity providing wheeling and related services to the other Purchasers under an "Agreement for the Wheeling of Electric Power and for Related Services"(the "Services Agreement"). C.Chugach is a qualified utility within the meaning of AS 44.83.425(3)and is authorized to operate and maintain a power project acquired or constructed by the Authority and shall perform the services under this Agreement solely as an independent contractor. D.The Authority on May 24,1994,entered into the Bradley Lake Hydroelectric Project Master Maintenance and Operating Agreement with the BPMC for the purpose of establishing contract administration and budgeting procedures for contracting the operation and maintenance of the Project and all related Project facilities and services and the provisions of Exhibit A to that agreement are incorporated in the terms of this Agreement. E,Pursuant to the Power Sales Agreement,the BPMC has approved the terms of this Agreement. BRADLEY LAKE DISPATCH AGREEMENT Page 1 SECTION 2.NATURE OF AGREEMENT Chugach will provide all of the Dispatch Services needed to dispatch Project output.This Agreement sets forth the rights and duties of the Parties relating to the provision of Dispatch Services. SECTION 3.RELATIONSHIP TO OTHER AGREEMENTS Except as provided below,this Agreement does not modify,alter,or amend any other contract or agreement that now exists between the Parties.The Parties intend that this Agreement should be interpreted in a manner compatible with other contracts and agreements associated with the Project. A.Power Sales Agreement.In their performance of this Agreement,the Parties will comply with the terms and provisions of the Power Sales Agreement. B.Master Maintenance and Operating Agreement.Except for paragraphs (c) Subcontracting,(0)Notice and Communications and (t)Third Party Beneficiaries, the provisions of Exhibit A,Master Contract Provisions,of the Master Operating Agreement are expressly incorporated by reference in this Agreement. Paragraphs (c),(0)and (t)are modified and included below as Sections 5C,8A and 8B. C.Services Agreement.To the extent that the terms of the Services Agreement are incorporated by specific reference into this Agreement,such specific terms shall be binding on the Authority,without regard to whether the Authority is also signatory to the Services Agreement. D.February 1992 Dispatch Agreement.This Agreement supercedes the Bradley Lake Hydroelectric Project Agreement for the Dispatch of Electric Power and for Related Services dated February 19,1992,between the Authority and Chugach. SECTION 4.TERM OF AGREEMENT;RELATED MATTERS A.Term. 1.This Agreement will be effective when executed and after it has received approval by the Bradley Lake Project Management Committee ("BPMC"). BRADLEY LAKE DISPATCH AGREEMENT Page 2 2.This Agreement will remain in effect for the term of the Services Agreement unless,under the terms of the Services Agreement, Chugach is replaced as Dispatcher,in which case it will terminate on the date Chugach ceases to be the Dispatcher. SECTION 5.DUTIES OF THE DISPATCHER A.Duties.The Dispatcher's duties shall be as set forth in Section 8(a)(i)of the Services Agreement and any applicable operating criteria or guidelines adopted by the Project Management Committee and set forth as Scope of Dispatch Duties in the Allocation and Scheduling Procedures. B.Limitations on Dispatcher's duties.Subject to the limitations on Chugach's duties set forth in Sections 7(b)and (c)of the Services Agreement, Chugach will dispatch the Project's output consistent with Prudent Utility Practice as defined in Section 1(x)of the Power Sales Agreement,for the benefit of the integrated system.This Agreement shall not require Chugach to install or operate on Chugach's system any facilities or equipment that Chugach would not otherwise have installed or operated on that system unless those additional facilities or equipment are:(1)funded and approved in advance and in writing by the BPMC and (2)not detrimental to Chugach's system or operations. C.Subcontracting.Chugach may subcontract the dispatch of the Project or Project Related Facilities to the extent authorized in the Annual Budget or with the written approval of the Authority and the BPMC,which shall not be unreasonably withheld. SECTION 6.ANNUAL PLANNING AND BUDGET A.In accordance with a schedule provided by the Authority,Chugach shall prepare and submit each year to the Authority and the BPMC a draft budget for dispatch services for the following budget year.Such draft budget shall specifically include: 1.Labor and related costs: (i)The personnel costs attributable to performing the duties of Dispatcher (as distinct from personnel cost that Chugach would necessarily incur in operating and maintaining its own system);and BRADLEY LAKE DISPATCH AGREEMENT Page 3 (ii)The costs of training personnel to perform the duties of Dispatcher,including familiarization with Project facilities and equipment through site visits,training and by other means. 2.The cost of computer equipment used for dispatching the Project's output,or,if such hardware and/or software serves multiple purposes,then the portion of such costs fairly allocable to that portion of the hardware and/or software capability that is needed for the purpose of dispatching the Project's output.The Bradley Lake allocation of these costs shall be documented annually. 3.All costs reasonably necessary for performance of all duties and obligations set forth in this Agreement. B.The draft budget shall be prepared in a format agreeable to the Authority and the BPMC,and shall be based on a reasonable estimate of all anticipated expenditures for dispatching and maintaining the Project Facility during the budget year. C.The Authority shall review the draft budget and forward its recommended budget for BPMC approval within sufficient time to allow approval of the Project Budget in accordance with section 13 (c)of the Power Sales Agreement. D.The Dispatcher shall perform its duties in a manner consistent with the BPMC approved Budget,and shall be responsible to perform only the obligations funded by such budget.If the Dispatcher makes a determination during any budget year that it cannot operate within its budget,the Dispatcher shall report such finding to the Authority and shall submit a revised budget for Authority and BPMC review,and BPMC approval,if necessary. SECTION 7.INVOICES,PAYMENT &DISPUTE RESOLUTION A.The ordinary costs of performing under this Agreement will be initially paid by Chugach. B.Chugach will prepare an invoice identifying the actual and reasonable costs incurred in a format mutually agreeable to the Authority and Chugach.The invoice will be furnished to the Authority by the fifteenth (15)of the month following the month in which the costs are incurred.All such invoices will be subject to audit and approval by the Authority,such approval will not be unreasonably be withheld. BRADLEY LAKE DISPATCH AGREEMENT Page 4 C.Subject to the availability of funds,the Authority will reimburse Chugach for all costs reasonably incurred and properly invoiced and approved under this Agreement. D.Any amounts owed by the Authority to Chugach will be paid by the Authority within thirty (30)days of receipt of an appropriate invoice from Chugach.Any amounts not paid within thirty (30)days will accrue simple interest at the legal rate of interest at the time payment was due,and will continue until paid by the Authority. E.The Authority shall work with Chugach to promptly resolve any disputed billings.Consistent with the procedures established in Section 10(b)of the Services Agreement,the Parties shall attempt in good faith to settle reasonably any claim or controversy arising out of this Agreement.In addition to the procedures established by Section 10(b)of the Services Agreement,the Parties may unanimously agree to submit any claim or controversy to a mutually- acceptable mediator.The allocation of costs for such mediation shall be determined by the mediator.The use of such a procedure shall not be construed to affect adversely the rights of any Party under the doctrines of laches,waiver or estoppel.Except as limited by Section 10(b)of the Services Agreement, nothing in this section shall prevent any Party from resorting to judicial procedures.Any judicial action shall be filed in the Superior Court for the State of Alaska at Anchorage. F,Pending resolution of any dispute,each Party shall continue to perform its obligations under this Agreement,including but not limited to the Authority's obligation to reimburse Chugach for certain costs under Section 6 of this Agreement.Each Party shall be entitled to seek immediate judicial enforcement of this continued performance obligation notwithstanding the existence of a dispute.Application for such enforcement shall be made to the Superior Court for the State of Alaska in Anchorage. SECTION 8.MISCELLANEOUS PROVISIONS A.Notice.Notice to the Authority shall be addressed to:Executive Director, Alaska Energy Authority,480 West Tudor Road,Anchorage,Alaska 99503- 6690.Notice to Chugach shall be addressed to:General Manager,Chugach Electric Association,Inc.,P.O.Box 196300,Anchorage,Alaska 99519-6300. The foregoing designations of the name or address to which notices or demands are to be directed may be changed at any time by written notice given by one Party to the other Party. BRADLEY LAKE DISPATCH AGREEMENT Page 5 Any notice or request not otherwise provided for in this Agreement will be given in such manner as the Parties agree. B.Third Party Beneficiaries.This Agreement gives no rights or benefits to anyone other than the Parties,Chugach and the Authority,and the BPMC as a third party beneficiary.The BPMC is the only third party beneficiary.In any action by the BPMC for damages Chugach shall have the right to assert against the BPMC any defense which it could have asserted against the Authority.The raising of any such defense by Chugach shall not affect any right of a Purchaser or the BPMC under the Master Operating Agreement or Power Sales Agreement. C.Consultation.The consultation provisions of §10 (a)of the Services Agreement shall apply to this Agreement. D.Force Majeure.No Party to the Agreement shall be liable to the other Party for,or be considered to be in breach of or default under this Agreement on account of,any delay in performance or any delay or failure to deliver,receive or accept delivery of energy due to any of the following events: 1.Any cause or condition beyond such Party's reasonable control which such Party is unable to overcome by the exercise of reasonable diligence,including but not limited to:fire,flood, earthquake,volcanic activity,wind,drought and other acts of the elements;court order and act of civil,military or governmental authority;riot,insurrection,sabotage and war;breakdown of or damage to facilities or equipment;electrical disturbance originating in or transmitted through such Party's electric system or any electric system with which such Party's system is interconnected;and,any act or omission of any person or entity other than such Party,or Party's contractors or suppliers of any type or anyone acting on behalf of such Party.Strikes,lockouts,and other labor disturbances shall be considered Force Majeure events and nothing in this Agreement shall require either Party to settle a labor dispute against its best judgment;provided,that during any labor dispute each Party shall make all reasonable efforts under the circumstances,including, to the extent permitted by law and _collective bargaining agreements,the use of replacement personnel and or management personnel and/or other personnel under the provisions of a mutual aid agreement to ensure,if possible,the continued ability of the Parties to carry out their obligations under this Agreement,or BRADLEY LAKE DISPATCH AGREEMENT Page 6 2.Any action taken by such Party which is reasonably necessary or prudent to protect the operation,performance,integrity,reliability or stability of the Project or of such Party's electric system or any electric system with which such Party's electric system is interconnected,whether such actions occur automatically or manually. In the event of any delay excused under this section,the time for performance thereby delayed shall be extended by a period of time reasonably necessary to compensate for such delay.No cost adjustment shall be allowed,only time extensions as appropriate.Nothing contained in this paragraph shall require any Party to settle any strike,lockout or other labor dispute.Each Party shall give the other Party prompt written notice of any delay which the Party giving notice considers to be an excusable delay of its performance. SECTION 9.DEFINITIONS The terms used in this Agreement shall be as defined in the Power Sales Agreement,except as specified below.For the purposes of this Agreement,the following definitions and abbreviations apply: A.Agreement.This Agreement governing dispatch of Project output. B.Bradley Lake Energy.Electric energy,expressed in kilowatt hours (kwh), generated at the Bradley Lake Hydroelectric Project for a Purchaser in a manner consistent with the Power Sales Agreement and the applicable criteria, procedures,and guidelines adopted by the Project Management Committee.As used in this Agreement,Bradley Lake Energy does not include energy produced by generators other than those located at the Bradley Lake Hydroelectric Project, regardless of whether energy or capacity from such other generators is or may be sold to a Purchaser pursuant to provisions of the Power Sales Agreement relating to reserves for the Project. C.BPMC means the Bradley Lake Project Management Committee. D.Dispatcher.Dispatcher shall mean Chugach Electric Association,Inc.,or, as the context requires,the employee(s)of Chugach who perform or supervise the performance of those employees that dispatch Project output pursuant to this Agreement. BRADLEY LAKE DISPATCH AGREEMENT Page 7 E.Dispatch Services.Those duties with respect to the Project that Chugach performs under this Agreement. F,Party.Either Chugach or the Alaska Energy Authority. G.Power Sales Agreement.For the purposes of this Agreement,Power Sales Agreement,shall have the meaning provided in Section 1(j)of the Bradley Lake Hydroelectric Project Master Maintenance and Operating Agreement. IN WITNESS WHEREOF,the Parties have caused this Agreement to be executed the day and year first above written. CHUGACH ELECTRIC ASSOCIATION,INC. By:Ce gen VI UeSGIts:General Manager ALASKA ERGY ORIT, By:j Its:Executive Director BRADLEY LAKE DISPATCH AGREEMENT Page 8 STATE OF ALASKA ) )ss. THIRD JUDICIAL DISTRICT ) The foregoing Agreement was acknowledged before me this 20th day of August,1996,by William R.Snell ,the Executive Director of the Alaska Energy Authority,an Alaska corporation,on behalf of the corporation. Notary Public in and for AlaskaMycommissionexpires:3-7 %-2 STATE OF ALASKA ) )ss. THIRD JUDICIAL DISTRICT ) The foregoing Agreement was acknowledged before me this 19th _day of August,1996,by _Eugene N.Bjornstad ,the of the Chugach Electric Association,Inc.,an Alaska corporation,on behalf of the corporation. Notary Public in and for Alaska My commission expires:4/8/99 BRADLEY LAKE DISPATCH AGREEMENT Page 9 COUNTERPART 1 OF 3 BRADLEY LAKE HYDROELECTRIC PROJECT AGREEMENT FOR THE DISPATCH OF ELECTRIC POWER AND FOR RELATED SERVICES ("BRADLEY LAKE DISPATCH AGREEMENT") by and among CHUGACH ELECTRIC ASSOCIATION,INC. and THE ALASKA ENERGY AUTHORITY 3/20/96 Section OONOAOARWHNH>TABLE OF CONTENTS Title Page 10]=)(ap 1 Nature Of AGrE@Ment...........ccccecceeeeennsceceeenenssacceeeeeeeeennaneesenees 2 Term Of Agreement;Related Matters ..............cccceseeeeseeeeeeeeeseees 2 Duties Of The Dispatcher...........ccccescceeececeseeneeeenneeneeneneseeeeeaenes 2 Annual Planning And Budget..........cccccceeeeeseseeesseseseeneeereeeeneeeees 3 Invoices,Payment &Dispute Resolution .................eeeeeeeeeeeneeee 4 Miscellaneous ProviSiOns ..........cccccceeeeseceneeesessneceeeneeeeneeseeeeenens 5 Relationship To Services AgreeMent.............eceeeeeeeeeneeeceeeneeenenee 10 Definitions BRADLEY LAKE HYDROELECTRIC PROJECT AGREEMENT FOR THE DISPATCH OF ELECTRIC POWER AND FOR RELATED SERVICES THIS AGREEMENT is entered into on ,1996,by CHUGACH ELECTRIC ASSOCIATION,INC.("Chugach"),and the STATE OF ALASKA, ALASKA ENERGY AUTHORITY ("Authority"),hereinafter collectively referred to as Parties.” SECTION 1.RECITALS (a)The Authority owns the Bradley Lake Hydroelectric Project ("Project"),and has sold the output to various utilities ("Purchasers"),including Chugach,under the Power Sales Agreement. (b)Chugach is designated as the dispatcher of energy from the Project ("Dispatcher"),and as the entity providing wheeling and related services to the other Purchasers under an "Agreement for the Wheeling of Electric Power and for Related Services"(the "Services Agreement"). (c)Chugach is a qualified utility within the meaning of AS 44.83.425(3) and is authorized to operate and maintain a power project acquired or constructed by the Authority and shall perform the services under this Agreement solely as an independent contractor. (d)The Authority on May 24,1994,entered into the Bradley Lake Hydroelectric Project Master Maintenance and Operating Agreement with the BPMC for the purpose of establishing contract administration and budgeting procedures for contracting the operation and maintenance of the Project and all related Project facilities and services and the provisions of Exhibit A to that agreement are incorporated in the terms of this Agreement. BRADLEY LAKE DISPATCH AGREEMENT Page 1 SECTION 2.NATURE OF AGREEMENT Chugach will provide all of the Dispatch Services needed to dispatch Project output.This Agreement sets forth the rights and duties of the Parties relating to the provision of Dispatch Services. SECTION 3.TERM OF AGREEMENT;RELATED MATTERS (a)Term. (i)This Agreement will be effective when executed and after it has received approval by the Bradley Lake Project Management Committee ("BPMC"). (ii)This Agreement will remain in effect for the term of the Services Agreement unless,under the terms of the Services Agreement, Chugach is replaced as Dispatcher,in which case it will terminate when Chugach ceases to be the Dispatcher. SECTION 4.DUTIES OF THE DISPATCHER (a)Duties.The Dispatcher's duties shall be as set forth in Section 8(a)(i)of the Services Agreement and any applicable operating criteria or guidelines adopted by the Project Management Committee and set forth as Scope of Dispatch Duties in the Allocation and Scheduling Procedures. (b)Limitations on Dispatcher's duties.Subject to the limitations on Chugach's duties set forth in Sections 7(b)and (c)of the Services Agreement, Chugach will dispatch the Project's output consistent with Prudent Utility Practice as defined in Section 1(x)of the Power Sales Agreement,for the benefit of the integrated system.This Agreement shall not require Chugach to install or operate on Chugach's system any facilities or equipment that Chugach would not otherwise have installed or operated on that system unless those additional facilities or equipment are:(1)funded and approved in advance and in writing by the BPMC and (2)not detrimental to Chugach's system or operations. BRADLEY LAKE DISPATCH AGREEMENT Page 2 (c)Subcontracting.Chugach may subcontract the dispatch of the Project or Project Related Facilities to the extent authorized in the Annual Budget or with the written approval of the Authority and the BPMC,which shall not be unreasonably withheld. SECTION 5.ANNUAL PLANNING AND BUDGET (a)In accordance with a schedule provided by the Authority,Chugach shall prepare and submit each year to the Authority a draft budget for dispatch services for the following budget year.Such draft budget shall specifically include: (i)Labor and related costs: (A)The personnel costs attributable to performing the duties of Dispatcher (as distinct from personnel cost that Chugach would necessarily incur in operating and maintaining its own system);and (B)The costs of training personne!to perform the duties of Dispatcher,including familiarization with Project facilities and equipment through site visits,training and by other means. (ii)The cost of computer equipment used for dispatching the Project's output,or,if such hardware and/or software serves multiple purposes,then the portion of such costs fairly allocable to that portion of the hardware and/or software capability that is needed for the purpose of dispatching the Project's output.The Bradley Lake allocation of these costs shall be documented annually. (iii)|All costs reasonably necessary for performance of all duties and obligations set forth in this Agreement. BRADLEY LAKE DISPATCH AGREEMENT Page 3 (b)The draft budget shall be prepared in a format agreeable to the Authority,and shall be based on a reasonable estimate of all anticipated expenditures for dispatching and maintaining the Project Facility during the budget year. (c)The Authority shall review the draft budget and forward its recommended budget for BPMC approval. (d)|The Dispatcher shall perform its duties in a manner consistent with the BPMC approved Budget,and shall be responsible to perform only the obligations funded by such budget.If the Dispatcher makes a determination during any budget year that it cannot operate within its budget,the Dispatcher shall report such finding to the Authority and shall submit a revised budget for Authority review,and BPMC approval,if necessary. SECTION 6.INVOICES,PAYMENT &DISPUTE RESOLUTION (a)Invoices.Chugach shall submit complete written invoices to the Authority for payment with cost summaries and support documents as reasonably requested by the Authority and BPMC. (b)Payment.The Authority shall expeditiously arrange for payment of all invoices.Cost reimbursement payments from the Authority shall be due in the offices of Chugach by the 15th day of each month.Payment shall be mailed, directly deposited to Chugach,or may be paid in person,to Chugach's main office in Anchorage,Alaska. (c)Dispute Resolution.The Authority shall work with Chugach to promptly resolve any disputed billings.Consistent with the procedures established in Section 10(b)of the Services Agreement,the Parties shal!attempt in good faith to settle reasonably any claim or controversy arising out of this Agreement.In addition to the procedures established by Section 10(b)of the Services Agreement,the Parties may unanimously agree to submit any claim or controversy to a mutually-acceptable mediator.The allocation of costs for such mediation shall be determined by the mediator.The use of such a procedure BRADLEY LAKE DISPATCH AGREEMENT Page 4 shall not be construed to affect adversely the rights of any Party under the doctrines of laches,waiver or estoppel.Except as limited by Section 10(b)of the Services Agreement,nothing in this section shall prevent any Party from resorting to judicial procedures.Any judicial action shall be filed in the Superior Court for the State of Alaska at Anchorage. (d)Performance Pending Resolution of Disputes.Pending resolution of any dispute,each Party shall continue to perform its obligations under this Agreement,including but not limited to the Authority's obligation to reimburse Chugach for certain costs under Section 5 of this Agreement.Each Party shall be entitled to seek immediate judicial enforcement of this continued performance obligation notwithstanding the existence of a dispute.Application for such enforcement shall be made to the Superior Court for the State of Alaska in Anchorage. SECTION 7.MISCELLANEOUS PROVISIONS (a)Accounts,Records,and Audits.In keeping records for work performed under this Agreement,Chugach shail utilize the accounting system required of public utilities and licensees by the Federal Energy Regulatory Commission for electric plants.Chugach shall make its relevant records available as required.Chugach shall retain copies of all invoices,payroll records,and other supporting documents sufficient for an audit of all expenditures,for three (3)years following the close of each Fiscal Year. Chugach will furnish the Authority with operating and financial statements related to work performed under this Agreement as may be reasonably requested by the Authority.If receipt of those statements is unreasonably delayed,the Authority may,with its own staff or agents,perform all work necessary to collect the data reasonably necessary,but only at such times and in such a manner as will not unreasonably interfere with Chugach's operations. BRADLEY LAKE DISPATCH AGREEMENT Page 5 (b)Insurance. 1.During the term of this Agreement,Chugach shall purchase and maintain insurance covering injury to person or property suffered by the Authority or a third party,as a result of errors or omissions or operations by Chugach or by its subcontractor(s)which arise both out of and during the course of this Agreement.Chugach shall require all subcontractors providing services directly or indirectly under this Agreement to provide the same insurance as required of Chugach. Coverage shall also provide protection against injuries to all employees of Chugach and the employees of any subcontractor engaged in work under this Agreement.Copies of all required insurance policies shall be furnished to the Authority prior to beginning work under this Agreement. These policies will show evidence of coverage and provide for ninety (90) days notice of written cancellation,non-renewal or material change in the coverage. 2.Chugach shall purchase insurance adequate to cover its operations performed in connection with the work under this Agreement. Specifically,Chugach shall maintain Worker's Compensation Insurance and Comprehensive General Liability Insurance,including Comprehensive General Liability Broad Form Insurance,Automobile Liability Insurance,Owned Aircraft Insurance (where applicable),and- Owned Watercraft (where applicable),in amounts acceptable to the Authority and consistent with the Power Sales Agreement. 3.The obligation to obtain and maintain insurance coverage pursuant to this Section shall be subject to the general availability of such coverage under reasonable terms and conditions.If one or more of the required insurance coverages is not available under reasonable terms and conditions,Chugach shall,under the guidance and direction of the BPMC and Division of Risk Management,use its best efforts to obtain substantively equivalent insurance coverage acceptable to the BPMC,the Authority,and the Division of Risk Management. BRADLEY LAKE DISPATCH AGREEMENT Page 6 4.lf,after utilizing its best efforts,Chugach is unable to obtain the required insurance coverage under reasonable terms and conditions, as reasonably determined by Chugach,Chugach shall request a waiver of the relevant insurance requirement.The request shall outline steps taken by Chugach to obtain such insurance and shall disclose quotations received for coverage.To the extent the waiver will not materially affect the safe and prudent operation of the Project,the Authority and BPMC, after consulting with the Division of Risk Management,will not unreasonably withhold approval of the requested waiver.Failure to furnish satisfactory evidence of insurance or failure to maintain the policy without complying with this subsection shall result in a material breach of this Agreement. (c)Indemnity.The Authority,to the extent permitted by applicable law and subject to the availability of funds,and Chugach (as "Indemnitor')agrees to and shall indemnify and defend the other,its officers,employees,and agents (as "Indemnitee”)for tort liability for all claims for damages and injuries of any character or nature whatsoever arising from the sole negligence of the Indemnitor,including its officers,employees or agents in relation to performance under this Agreement.Indemnitor agrees to assume the defense thereof and to pay all expenses (including attorney's fees)connected herewith.For purposes of this section,"sole negligence”shall include acts or omissions of the Indemnitor,its officers,employees,or agents,or any combination thereof,and situations where such acts or omissions,in combination with the negligence of third parties combines to cause injury or damage to persons or property.It shall not include situations where the acts or omissions of the Indemnitor,its officers, employees,or agents combines with the negligence of Indemnitee to cause such injury,which situations shall be governed by the provisions of the subsection below relating to concurrent negligence. Each Party agrees that liability (including costs of defense and attorney's fees)for claims arising from the concurrent negligence of both Parties shall be apportioned according to the respective percentage of fault attributable to each Party as determined by agreement or by the trier of fact. BRADLEY LAKE DISPATCH AGREEMENT Page 7 (d)Amendments.Any amendment or modification to this Agreement must be in writing and signed by Chugach and the Authority and approved by the BPMC. (e)Conduct_in Accord with Applicable Law.Chugach and the Authority agree that at all times during the term of this Agreement,they shall conduct themselves in accord with all applicable laws and permits,and they will undertake no action contrary to such laws or permits.The laws of the State of Alaska shall govern this interpretation and application of this Agreement and the actions of the Parties hereunder. (f)Prudent Utility Practices.For the purposes of this Agreement, Prudent Utility Practices shall have the meaning provided in Section 1(x)of the Power Sales Agreement. (g)Contract Hours and Safety Standards.This Agreement and all subcontracts are subject to all applicable provisions of state and federal law concerning work hours and safety standards. (h)Equal Employment_Opportunity.This Agreement and all subcontracts are subject to all applicable provisions of state and federal law concerning Equal Employment Opportunity. (i)Exclusivity of Agreement.All terms and provisions agreed to between the Authority and Chugach will be incorporated into this Agreement setting forth the full intent of the Parties,except as provided in Sections 7(p)and 8 below. (j)Notice and Communication.Any notice of demand involving a claim of default,breach of this Agreement,or notice of a dispute shall be sent to the appropriate Party by registered or certified mail.Notice to the Authority shall be addressed to:the Executive Director,Alaska Energy Authority,480 West Tudor Road,Anchorage,Alaska 99503-6690. BRADLEY LAKE DISPATCH AGREEMENT Page 8 (k)Section Headings.The section headings this Agreement are for convenience only,and do not purport to,and shall not be deemed to,define, limit or extend the scope or intent of the section to which they pertain. (I)Severability.In the event that any provision of this Agreement shall be finally adjudicated by a court of competent jurisdiction to be invalid or unenforceable,the remainder of the Agreement shall be unaffected by such adjudication and all the remaining provisions of the Agreement shall remain in full force and effect as if such provision so adjudicated to be invalid had not been included herein. (m)Successors and Assigns.This Agreement shall be binding upon and inure to the benefit of the successors,legal representatives or assigns of Chugach and the Authority.However,Chugach may not assign this Agreement or any part thereof without the written consent of the Authority and the BPMC, which consent shall not unreasonably be withheld.If the Authority discontinues its current legal existence,or at the election of the BPMC or the Authority,the Authority's obligations under this Agreement will automatically be assigned to the BPMC,without the need for consent by Chugach,unless the rights,powers and duties of the Authority are transferred to a successor entity with substantially the same expertise within the meaning of Prudent Utility Practices,powers and duties as the Authority. (n)Waiver Not Continuing.Any waiver at any time by any Party to this Agreement of its rights with respect to any default of the other Party hereto,or with respect to any other matter arising in connection with this Agreement,shall not be considered a waiver with respect to any subsequent default,right or matter.Any delay short of the statutory period of limitations in asserting or enforcing any right shall not be deemed a waiver of such right. (0)Third Party Beneficiaries.The BPMC,as representative of the Purchasers,is a third party beneficiary of this Agreement,with the legal right to enforce the provisions hereof.In any action by the BPMC for damages, Chugach shall have the right to assert against the BPMC any defense which it could have asserted against the Authority.The raising of any such defense by BRADLEY LAKE DISPATCH AGREEMENT Page 9 Chugach shall not affect any right of a purchaser or the BPMC under the Master Operating Agreement or Power Sales Agreement.The Parties expressly do not intend to create any obligation or liability,or promise any performance to,any third party (including without limitation any individual or entity supplied with electric power by either Party or by any third party.)The Parties have not created for any third party other than signatories to the Power Sales Agreement any right to enforce this Agreement. (p)Consultation.The consultation provisions of §10 (a)of the Services Agreement shall apply to this Agreement. (q)Other Agreements.This Agreement supercedes the Bradley Lake Hydroelectric Project Agreement for the Dispatch of Electric Power and for Related Services dated February 19,1992,between the Authority and Chugach. This Agreement does not modify,alter,or amend any other contract or agreement that now exists or that may in the future exist between the Parties. The Parties intend that this Agreement should be interpreted in a manner compatible with other contracts and agreements associated with the Project. SECTION 8 RELATIONSHIP TO SERVICES AGREEMENT To the extent that the terms of the Services Agreement are incorporated by specific reference into this Agreement,such specific terms shall be binding on the Authority,without regard to whether the Authority is also signatory to the Services Agreement. SECTION 9.DEFINITIONS (a)Agreement.This Agreement governing dispatch of Project output. (b)Alaska Energy Authority or Authority.For the purposes of this Agreement,Alaska Energy Authority or Authority,shall have the meaning provided in Section 1(f)of the Power Sales Agreement. BRADLEY LAKE DISPATCH AGREEMENT Page 10 (c)Bradley Lake Energy.Electric energy,expressed in kilowatt hours (kwh),generated at the Bradley Lake Hydroelectric Project for a Purchaser in a manner consistent with the Power Sales Agreement and the applicable criteria, procedures,and guidelines adopted by the Project Management Committee.As used in this Agreement,Bradley Lake Energy does not include energy produced by generators other than those located at the Bradley Lake Hydroelectric Project,regardless of whether energy or capacity from such other generators is or may be sold to a Purchaser pursuant to provisions of the Power Sales Agreement relating to reserves for the Project. (d)BPMC or Bradley Project Management Committee.For the purposes of this Agreement,BPMC or Bradley Project Management Committee, shall have the meaning provided in Section 1(e)of the Bradley Lake Hydroelectric Project Master Maintenance and Operating Agreement. (e)Dispatcher.Dispatcher shall mean Chugach Electric Association, Inc.,or,as the context requires,the employee(s)of Chugach who perform or supervise the performance of those employees that dispatch Project output pursuant to this Agreement. (f)Dispatch Services.Those duties with respect to the Project that Chugach performs under this Agreement. (g)Party.Either Chugach or the Alaska Energy Authority. (h)Power Sales Agreement.For the purposes of this Agreement, Power Sales Agreement,shall have the meaning provided in Section 1(j)of the Bradley Lake Hydroelectric Project Master Maintenance and Operating Agreement. (i)Project.For the purposes of this Agreement,Project,shall have the meaning provided in Section 1(v)of the Power Sales Agreement. (j)Purchaser.For the purposes of this Agreement,Purchaser,shall have the meaning provided in Section 1(y)of the Power Sales Agreement. BRADLEY LAKE DISPATCH AGREEMENT Page 11 IN WITNESS WHEREOF,the Parties have caused this Agreement to be executed the day and year first above written. CHUGACH ELECTRIC ASSOCIATION,INC. By: Its: STATE OF ALASKA,ALASKA ENERGY AUTHORITY By: Its: BRADLEY LAKE DISPATCH AGREEMENT Page 12 PY -7¢ COUNTERPART OF 1 of 2 BRADLEY LAKE HYDROELECTRIC PROJECT AGREEMENT FOR THE DISPATCH OF ELECTRIC POWER AND FOR RELATED SERVICES ("BRADLEY LAKE DISPATCH AGREEMENT") by and among CHUGACH ELECTRIC ASSOCIATION,INC. and THE ALASKA ENERGY AUTHORITY with Ke 161%Macks THIS AGREEMENT is entered into on-249/62 1994,by andameng-CHUGACH ELECTRIC ASSOCIATION,INC.("Chugach"),andthe STATE OF ALASKA,ALASKA ENERGY AUTHORITY ("Authority"),hereinafter collectively referred to as "Parties.” SECTION 1.RECITALS (a)|The Authority owns the Bradley Lake Hydroelectric Project ("Project"),and has sold the output to various utilities ("Purchasers"),including Chugach,under the Power Sales Agreement. (b)Chugach is designated as the dispatcher of energy from the Project ("Dispatcher"),and as the entity providing wheeling and related services to the other Purchasers under an "Agreement for the Wheeling of Electric Power and for Related Services"(the "Services Agreement"). (c)Chugach is a qualified utility within the meaning of AS 44.83.425(5) is authorized to operate and maintain a power project acquired or constructed by the Authority as an_and shall perform the services under this Agreement solely as an independent contractor. SECTION 2.NATURE OF AGREEMENT Chugach will provide all of the Dispatch Services needed to dispatch Project output.This Agreement sets forth the rights and duties of the Parties relating to the provision of Dispatch Services. SECTION 3.TERM OF AGREEMENT;RELATED MATTERS (a)Term. (i)This Agreement will be effective when executed and after it has received approval by the Bradley Lake Project Management Committee ("BPMC"). BRADLEY LAKE DISPATCH AGREEMENT Page 240 of 9 Agreement No.2890174 h:all/beardsle/braddisp -8/4/948/4/04 -6:48 PM5-56-PM (ii)|This Agreement will remain in effect for the term of the Services Agreement unless,under the terms of the Services Agreement, Chugach is replaced as Dispatcher,in which case it will terminate when Chugach ceases to be the Dispatcher. SECTION 4.DUTIES OF THE DISPATCHER (a)Duties.The Dispatcher's duties shall be as set forth in Section 8(a)(i)of the Services Agreement and any applicable operating criteria or guidelines adopted by the Project Management Committee and set forth as Scope of Dispatch Duties in the Allocation and Scheduling Procedures,or as agreed or amended by the Dispatcher and authorized representatives of the Parties pursuant to Section 8(a)of the Services Agreement. (b)Limitations on Dispatcher's duties.Subject to the limitations on Chugach's duties set forth in Sections 7(b)and (c)of the Services Agreement, Chugach will dispatch the Project's output consistent with prudent utility practice as defined in Section 1(x)of the Power Sales Agreement,for the benefit of the integrated system.This Agreement shall not require Chugach to install or operate on Chugach's system any facilities or equipment that Chugach would not otherwise have installed or operated on that system unless those additional facilities or equipment are:(1)funded and approved in advance and in writing by the BPMC and (2)not detrimental to Chugach's system or operations. (c)Subcontracting.ChugachA-Contractor may subcontract work on the operation or maintenance of the Project or Project Related Facilities to the extent authorized in the Annual Budget or with the written approval of the Authority and the BPMC,which shall not be unreasonably withheld. BRADLEY LAKE DISPATCH AGREEMENT Page 340 of 9 Agreement No.2890174 h:all/beardsle/braddisp -8/4/948/4/04 -6:48 PM5:-56-RM SECTION 5.ANNUAL PLANNING AND BUDGETREIMBURSEMENT& RELATED MATTERS (a)In accordance with a schedule provided by the Authority,Chugach shall prepare and submit each year to the Authority a draft budget for dispatch services for the following budget year.Such draft budget shall specifically. include: (i)Labor and related costs: (A)The personnel costs attributable to performing the duties of Dispatcher (as distinct from personnel cost that Chugach would necessarily incur in operating and maintaining its own system);and (B)The costs of training personnel to perform the duties of Dispatcher,including familiarization with Project facilities and equipment through site visits,training and by other means. (ii)|The cost of computer equipment used for dispatching the Project's output,or,if such hardware and/or software serves multiple purposes,then the portion of such costs fairly allocable to that portion of the hardware and/or software capability that is needed for the purpose of dispatching the Project's output.The Bradley Lake allocation of these costs shall be documented annually. (b)The draft budget shall be prepared in a format agreeable to the Authority,and shall be based on a reasonable estimate of all anticipated expenditures for dispatching and maintaining the Project Facility during the budget year. (c)The Authority shall review the draft budget and forward its recommended budget for BPMC approval. BRADLEY LAKE DISPATCH AGREEMENT Page 440 of 9 Agreement No.2890174 h:all/beardsle/braddisp -8/4/948/4/64 -6:48 PM5:56-PM (d)|The Dispatcher shall perform its duties in a manner consistent with the BPMC approved Budget,and shall be responsible to perform only the obligations funded by such budget.If the Dispatcher makes a determination during any budget year that it cannot operate within its budget,the Dispatcher shall report such finding to the Authority and shall submit a revised budget for Authority review,and BPMC approval,if necessary. SECTION 6.INVOICES,PAYMENT &DISPUTE RESOLUTION (a)Invoices.ChugachA-Gentraster shall submit complete written invoices to the Authorityfor payment with cost summaries and support documents as reasonably requested by the Authority and BPMC. (b)Payment-andDisputeResolution.The Authority shall expeditiously arrange for payment of all invoices.-and--shall-werk-with-the-Centracterte DHromy ACL =2 Cc ry act ry ava.a ealtala.a a OF NNasla Aman Chugach by the 15th day of each month.Payment shall be mailed,directly deposited to Chugach,or may be paid in person,to Chugach's main office in Anchorage,Alaska. (c)Dispute Resolution.The Authority shall work with Chugach _to promptly resolve any disputed billings.Consistent with the procedures established in Section 10(b)of the Services Agreement,the Parties shall attempt in good faith to settle reasonably any claim or controversy arising out of this Agreement.In addition to the procedures established by Section 10(b)of the Services Agreement,the Parties may unanimously agree to submit any claim or controversy to a mutually-acceptable mediator.The allocation of costs for such mediation shall be determined by the mediator.The use of such a procedure shall not be construed to affect adversely the rights of any Party under the doctrines of laches,waiver or estoppel.Except as limited by Section 10(b)of the Services Agreement,nothing in this section shall prevent any Party from resorting to judicial procedures.Any judicial action shall be filed in the Superior Court for the State of Alaska at Anchorage. |BRADLEY LAKE DISPATCH AGREEMENT Page 540 of 9 Agreement No.2890174|h:all/beardsle/braddisp -8/4/948/4/94 -6:48 PM5-56-PM (de)Performance Pending Resolution of Disputes.Pending resolution of any dispute,each Party shall continue to perform its obligations under this Agreement,including but not limited to the Authority's obligation to reimburse Chugach for certain costs under Section 5 of this Agreement.Each Party shall be entitled to seek immediate judicial enforcement of this continued performance obligation notwithstanding the existence of a dispute.Application for such enforcement shall be made to the Superior Court for the State of Alaska in Anchorage. SECTION 7.MISCELLANEOUS PROVISIONS (a)_Accounts,Records,and Audits.In keeping records for work performed under this Agreementa Gentract,Chugqachthe-Gentracter shall utilize the accounting system required of public utilities and licensees by the Federal Energy Regulatory Commission for electric plants.ChugachGentractersshall make itstheir records available as required.ChugachThe-Gentracter shall retain copies of all invoices,payroll records,and other supporting documents sufficient for an audit of all expenditures,for three (3)years following the close of each Fiscal Year. ChugachA-Gentracter will furnish the Authority with operating and financial statements related to work performed under this Agreementa-CGentract as may be reasonably requested bythe Authority.If receipt of those statements is unreasonably delayed,the Authority may,with its own staff or agents,perform all work necessary to collect the data reasonably necessary,but only at such times and in such a manner as will not unreasonably interfere with Chugach's Gontractersoperations under this Aqgreementa-Gentract. (b)Insurance. 1.During the term of this Agreementthe-Contract,Chugachihe Contractor shall purchase and maintain insurance covering injury to person or property suffered by the Authority or a third party,as a result of errors or omissions or operations by Chugacha-Gentracter or by its BRADLEY LAKE DISPATCH AGREEMENT Page 646 of 9 Agreement No.2890174 h:all/beardsle/braddisp -8/4/948/4/94 -6:48 PM5:56-PM subcontractor(s)which arise both out of and during the course of this Agreementthe-Gontract.Chugachthe-Gentractor shall require all subcontractors providing services directly or indirectly under this Agreement a-Contractto provide the same insurance as required of Chugachthe-Contracter.Coverage shall also provide protection against injuries to all employees of Chugachthe-Gentracter and the employees of any subcontractor engaged in work under this AgreementaGentract. Copies of all required insurance policies shall be furnished to the Authority prior to beginning work under this Agreementa-Gentract.These policies will show evidence of coverage andprovide for ninety (90)days notice of written cancellation,non-renewal for material change in the coverage. 2.ChugachThe Contractor shall purchase insurance adequate to cover its operations performed in connection with the work under this Agreementthe-Contract.Specifically,Chugacheach-Gentracter_shall maintain Worker's Compensation Insurance and Comprehensive General Liability Insurance,including Comprehensive General!Liability Broad Form Insurance,Automobile Liability Insurance,Owned Aircraft Insurance (where applicable),and Owned Watercraft (where applicable),in amounts acceptable to the Authority and consistent with the Power Sales Agreement. 3.The obligation to obtain and maintain insurance coverage pursuant to this Section shall be subject to the general availability of such coverage under reasonable terms and conditions.If one or more of the required insurance coverages is not available under reasonable terms and conditions,Chugachthe Contractor shall,under the guidance and direction of the BPMC and Division of Risk Management,use its best efforts to obtain substantively equivalent insurance coverage acceptable to the BPMC,the Authority,and the Division of Risk Management. 4.If,after utilizing its best efforts,Chugachthe-Gontracteris unable to obtain the required insurance coverage under reasonable terms and conditions,as reasonably determined by Chugachthe-Goentracter, |BRADLEY LAKE DISPATCH AGREEMENT Page 710 of 9 Agreement No.2890174|hiall/beardsle/braddisp -8/4/948/4/94 -6:48 PM5:56-RM Chugachthe-Contracter shall request a waiver of the relevant insurance requirement.The request shall outline steps taken by Chugachthe Gontractor to obtain such insurance and shall disclose quotations received for coverage.To the extent the waiver will not materially affect the safe and prudent operation of the Project,the Authority and BPMC, after consulting with the Division of Risk Management,will not unreasonably withhold approval of the requested waiver.Failure to furnish satisfactory evidence of insurance or failure to maintain the policy without complying with this subsection shall result in a material breach of this Agreement. (c)Indemnity.The Authority,to the extent permitted by applicable law and subject to the availabilityof funds,and Chugacheach-Gentracter(as "Indemnitor')agrees to and shall indemnify and defend the other,its officers, employees,and agents (as "Indemnitee”)for tort liability for all claims for damages and injuries of any character or nature whatsoever arising from the sole negligence of the Indemnitor,including its officers,employees or agents in relation to performance under this Agreement.Indemnitor agrees to assume the defense thereof and to pay all expenses (including attorney's fees)connected herewith.For purposes of this section,"sole negligence”shall include acts or omissions of the Indemnitor,its officers,employees,or agents,or any combination thereof,and situations where such acts or omissions,in combination with the neqligence of third parties combines to cause injury or damage to persons or property.It shall not include situations where the acts or omissions of the Indemnitor,its officers,employees,or agents combines with the |negligence of Indemnitee to cause such injury,which situations shall be governed by the provisions of the subsection below relating to concurrent negligence. Each pParty agrees that liability (including costs of defense and attorney's fees)for claims arising from the concurrent negligence of both Parties shall be apportioned according to the respective percentage of fault attributable to each Party as determined by agreement or by the trier of fact. BRADLEY LAKE DISPATCH AGREEMENT Page 849 of 9 Agreement No.2890174 h:all/beardsle/braddisp -8/4/948/4/04 -6:48 PM5-56-RM (d)Amendments.Any amendment or modification to this Agreement must be in writing and signed by Chugachcoentraster and the Authority and approved by the BPMC. (e)Conduct in Accord with Applicable Law.Chugachthe-Gentractor and the Authority agree that at all times during the term of this Agreementa Contract,they shall conduct themselves in accord with all applicable laws and permits,and they will undertake no action contrary to such laws or permits.The laws of the State of Alaska shall govern this interpretation and application of this Agreementinte-Contract and the actions of the pParties thereunder. (f)Prudent Utility Practices.For the purposes of this Agreement, Prudent Utility Practices shall have the meaning provided in Section 1(x)of the Power Sales Aqreement. (qa)Contract Hours and Safety Standards.This Aqreement and all subcontracts All-Contractsare subject to all applicable provisions of state and federal law concerning work hours and safety standards. (h)Equal Employment Opportunity.This Agreement and all subcontracts AllGontractsare subject to all applicable provisions of state and federal law concerning Equal Employment Opportunity. (i)Exclusivity of AgreementGentract.All terms and provisions agreed to between the Authority and Chugachany Gentracter will be incorporated into this Agreementa-written-Contract setting forth the full intent of the pParties, except as provided in Sections 7(p)and 8 below. (i)Notice and Communication.Any notice of demand involving a claim of default,breach of this Agreementa-Gentract,or notice of a dispute shall be sent to the appropriate pPartyby registered or certified mail.Notice to the Authority shall be addressed to:the Executive Director,Alaska Energy Authority,480 West Tudor Road,Anchorage,Alaska 99503-6690. BRADLEY LAKE DISPATCH AGREEMENT Page 940 of 9 Agreement No.2890174 h:all/beardsle/braddisp -8/4/948/4/94 -6:48 PM5-56-RM (k)Section Headings.The section headings this Agreement are for convenience only,and do not purport to,and shall not be deemed to,define, limit or extend the scope or intent of the section to which they pertain. (I)Severability.In the event that any provision of a-Goentractthis Agreement shall be finally adjudicated by a court of competent jurisdiction to be invalid or unenforceable,the remainder of the centractAgreement shall be unaffected by such adjudication and all the remaining provisions of the GentractAgreement shall remain in full force and effect as if such provision so adjudicated to be invalid had not been included herein. (m)_Successors and Assigns.A-GentractThis Agreement shall be binding upon and insure to the benefit of the successors,leqal representatives or assiqns of Chugach and the Authority.However,aGentracter Chugach may not assign this Agreement or any part thereof without the written consent of the Authority and the BPMC._If the Authority discontinues its current legal existence, its obligations under this Agreement will automatically be assigned to the BPMC, without the need for consent by Chugachthe-Gentracter,unless the rights, powers and duties of the Authority are transferred to a successor entity with substantially the same expertise within the meaning of Prudent Utility Practices, powers and duties as the Authority. (n)_Waiver Not Continuing.Any waiver at any time by any pParty to this Agreement of its rights with respect to any default of the other pParty hereto, or with respect to any other matter arising in connection with this Agreementthat Gontract,shall not be considered a waiver with respect to any subsequent default,right or matter.Any delay short of the statutory period of limitations in asserting or enforcing any right shall not be deemed a waiver of such right. (o)_Third Party Beneficiaries.The BPMC,as representative of the Purchasers,is a third party beneficiary of this AgreementGentract,with the legal right to enforce the provisions hereof.In any action by the BPMC for damages, Chugachthe-Gontractor shall have the right to assert against the BPMC any defense which it could have asserted against the Authority.The raising of any BRADLEY LAKE DISPATCH AGREEMENT Page 1040 of 9 Agreement No.2890174 h:all/beardsle/braddisp -8/4/948/4/94 -6:48 PM5-56-PM such defense by Chugachthe-Contracter shall not affect any right of a purchaser or the BPMC under the Master Operating Aqreement or Power Sales Agreement. |BRADLEY LAKE DISPATCH AGREEMENT Page 1146 of 9 Agreement No.2890174|h:all/beardsle/braddisp -8/4/948/4/94 -6:48 PM5:56-RM BRADLEY LAKE DISPATCH AGREEMENT Page 1240 of 9 Agreement No.2890174 h:all/beardsle/braddisp -8/4/948/4/04 -6:48 PM5:-56-RM | | | (pk)Other Agreements.This Agreement does not modify,alter,or amend any other contract or agreement that now exists or that may in the future exist between the Parties.The Parties intend that this Agreement should be interpreted in a manner compatible with other contracts and agreements associated with the Project. SECTION 8 RELATIONSHIP TO SERVICES AGREEMENT To the extent that the terms of the Services Agreement are incorporated by specific reference into this Agreement,such specific terms shall be binding on the Authority,without regard to whether such Party is also signatory to the Services Agreement. SECTION 9.DEFINITIONS (a)Agreement.This Agreement governing dispatch of Project output. {¢}--Authority.The Alaska Energy Authority,an agency of the State_of Alaska,and any successor thereto as owner of the Bradley Lake Hydroelectric Project. (cd)Bradley Lake Energy.Electric energy,expressed in kilowatt hours (kwh),generated at the Bradley Lake Hydroelectric Project for a Party Purchaser _in a manner consistent with the Power Sales Agreement and the applicable criteria,procedures,and guidelines adopted by the Project Management Committee.As used in this Agreement,Bradley Lake Energy does not include energy produced by generators other than those located at the Bradiey Lake Hydroelectric Project,regardless of whether energy or capacity from such other generators is or may be sold to a Purchaser pursuant to provisions of the Power Sales Agreement relating to reserves for the Project. BRADLEY LAKE DISPATCH AGREEMENT Page 13409 of 9 Agreement No.2890174 h:all/beardsle/braddisp -8/4/948/4/04 -6:48 PM5:-56-PM (de)BPMC or Bradley Project Management Committee.The committee composed of the Authority and the Parties-Purchasers established under the Power Sales Agreement. (ef)Dispatcher.Employee(s)of Chugach who perform or supervise the | performance of those that relate to the dispatching of Project output pursuant to this Agreement. (fg)Dispatch Services.Those duties with respect to the Project that | Chugach performs as the Authority's agent under this Agreement. (gh)Party.Either Chugach or the Alaska Energy Authority.| (hi)Power Sales Agreement.The agreement for the sale and | purchase of electric power from the Project entered into by and among the Authority and the Purchasers. (if)Project.The Bradley Lake Hydroelectric Project.| (ik)Purchaser.Any electric utility that buys Project power as a party to | the Power Sales Agreement. IN WITNESS WHEREOF,the Parties have caused this Agreement to be executed the day and year first above written. CHUGACH ELECTRIC ASSOCIATION,INC. By: As: STATE OF ALASKA,ALASKA ENERGY AUTHORITY By: BRADLEY LAKE DISPATCH AGREEMENT Page 1440 0f9 | Agreement No.2890174 h:all/beardsle/braddisp -8/4/948/4/04 -6:48 PM5:-56-RM | As: |BRADLEY LAKE DISPATCH AGREEMENT Page 1540 of 9 Agreement No.2890174|h:all/beardsle/braddisp -8/4/948/4/94 -6:48 PM5-56-RM COUNTERPART OF 1 of 2 BRADLEY LAKE HYDROELECTRIC PROJECT AGREEMENT FOR THE DISPATCH OF ELECTRIC POWER AND FOR RELATED SERVICES ("BRADLEY LAKE DISPATCH AGREEMENT") by and among CHUGACH ELECTRIC ASSOCIATION,INC. _and THE ALASKA ENERGY AUTHORITY if Revision Marks THIS AGREEMENT is entered into on ,1994,by CHUGACH ELECTRIC ASSOCIATION,INC.("Chugach"),and the STATE OF ALASKA, ALASKA ENERGY AUTHORITY ("Authority"),hereinafter collectively referred to as "Parties."SECTION 1.RECITALS (a)The Authority owns the Bradley Lake Hydroelectric Project ("Project"),and has sold the output to various utilities ("Purchasers"),including Chugach,under the Power Sales Agreement. (b)Chugach is designated as the dispatcher of energy from the Project ("Dispatcher"),and as the entity providing wheeling and related services to the other Purchasers under an "Agreement for the Wheeling of Electric Power and for Related Services"(the "Services Agreement"). (c)Chugach is a qualified utility within the meaning of AS 44.83.425(5) is authorized to operate and maintain a power project acquired or constructed by the Authority as an and shall perform the services under this Agreement solely as an independent contractor. SECTION 2.NATURE OF AGREEMENT Chugach will provide all of the Dispatch Services needed to dispatch Project output.This Agreement sets forth the rights and duties of the Parties relating to the provision of Dispatch Services. SECTION 3.TERM OF AGREEMENT;RELATED MATTERS (a)Term. (i)This Agreement will be effective when executed and after it has received approval by the Bradley Lake Project Management Committee ("BPMC"). (ii)|This Agreement will remain in effect for the term of the Services Agreement unless,under the terms of the Services Agreement, BRADLEY LAKE OISPATCH AGREEMENT Page 2 of 9 Agreement No.2890174 h:all/beardsle/braddisp 8/4/94 -6:53 PM Chugach is replaced as Dispatcher,in which case it will terminate when Chugach ceases to be the Dispatcher. SECTION 4.DUTIES OF THE DISPATCHER (a)Duties.The Dispatcher's duties shall be as set forth in Section 8(a)(i)of the Services Agreement and any applicable operating criteria or guidelines adopted by the Project Management Committee and set forth as Scope of Dispatch Duties in the Allocation and Scheduling Procedures,or as agreed or amended by the Dispatcher and authorized representatives of the Parties pursuant to Section 8(a)of the Services Agreement. (b)Limitations on Dispatcher's duties.Subject to the limitations on Chugach's duties set forth in Sections 7(b)and (c)of the Services Agreement, Chugach will dispatch the Project's output consistent with prudent utility practice as defined in Section 1(x)of the Power Sales Agreement,for the benefit of the integrated system.This Agreement shall not require Chugach to install or operate on Chugach's system any facilities or equipment that Chugach would not otherwise have installed or operated on that system unless those additional facilities or equipment are:(1)funded and approved in advance and in writing by the BPMC and (2)not detrimental to Chugach's system or operations. (c)Subcontracting.Chugach may subcontract work on the operation or maintenance of the Project or Project Related Facilities to the extent authorized in the Annual Budget or with the written approval of the Authority and the BPMC,which shall not be unreasonably withheld. SECTION 5.ANNUAL PLANNING AND BUDGET (a)In accordance with a schedule provided by the Authority,Chugach shall prepare and submit each year to the Authority a draft budget for dispatch BRADLEY LAKE DISPATCH AGREEMENT Page 3 of 9 Agreement No.2890174 h:all/beardsle/braddisp -8/4/94 -6:53 PM services for the following budget year.Such draft budget shall $=- include: (i)Labor and related costs: (A)The personnel costs atiributable to perc. duties of Dispatcher (as distinct from personnel cosi the:. would necessarily incur in operating and maintainirs system):and (B)The costs of training personnel to perform - of Dispatcher,including familiarization with Project fac equipment through site visits,training and by other mear: (it)The cost of computer equipment used for disoa::- Project's output,or,if such hardware and/or software serve: purposes,then the portion of such costs fairly allocable to tne:<. the hardware and/or software capability that is needed for the <¢. dispaiching the Project's output.The Bradley Lake allocaiic costs shall be documented annually.: (b)The draft budget shall be prepared in a format agresa:- Authority,and shall be based on a reasonable estimate of ail 2° expenditures for dispatching and maintaining the Project Facility budget year. (c)The Authority shall review the draft budget and j:- recommended budget for BPMC approval. (d)The Dispatcher shall perform its duties in a manner cons :'- the BPMC approved Budget,and shall be responsible to perform obligations funded by such budget.If the Dispatcher makes a det= during any budget year that it cannot operate within its budget,the © shall report such finding to the Authority and shall submit a revised <. Authority review,and BPMC approval,if necessary. BRADLEY LAKE DISPATCH AGREEMENT 'a Agreement No.2890174 h:all/beardsle/braddisp -8/4/94 -6:53 PM Seewuw? SECTION 6.INVOICES,PAYMENT &DISPUTE RESOLUTION (a)Invoices.Chugach shall submit complete written invoices to the Authority for payment with cost summaries and support documents as reasonably requested by the Authority and BPMC. (b)Payment.The Authority shall expeditiously arrange for payment of all invoices.Cost reimbursement payments from the Authority shall be due in the offices of Chugach by the 15th day of each month.Payment shall be mailed, directly deposited to Chugach,or may be paid in person,to Chugach's main office in Anchorage,Alaska.(c)Dispute Resolution.The Authority shall work with Chugach to promptly resolve any disputed billings.Consistent with the procedures established in Section 10(b)of the Services Agreement,the Parties shall attempt in good faith to settle reasonably any claim or controversy arising out of this Agreement.In addition to the procedures established by Section 10(b)of the Services Agreement,the Parties may unanimously agree to submit any claim or controversy to a mutually-acceptable mediator.The allocation of costs for such mediation shall be determined by the mediator.The use of such a procedure shall not be construed to affect adversely the rights of any Party under the doctrines of laches,waiver or estoppel.Except as limited by Section 10(b)of the Services Agreement,nothing in this section shall prevent any Party from resorting to judicial procedures.Any judicial action shall be filed in the Superior Court for the State of Alaska at Anchorage. (d)Performance Pending Resolution of Disputes.Pending resolution of any dispute,each Party shall continue to perform its obligations under this Agreement,including but not limited to the Authority's obligation to reimburse Chugach for certain costs under Section 5 of this Agreement.Each Party shall be entitled to seek immediate judicial enforcement of this continued performance obligation notwithstanding the existence of a dispute.Application for such enforcement shall be made to the Superior Court for the State of Alaska in Anchorage. BRADLEY LAKE DISPATCH AGREEMENT Page 5 of 9 Agreement No.2890174 h:all/beardsle/braddisp -8/4/94 -6:53 PM SECTION 7.MISCELLANEOUS PROVISIONS (a)Accounts,Records,and Audits.In keeping records for work performed under this Agreement,Chugach shall utilize the accounting system required of public utilities and licensees by the Federal Energy Regulatory Commission for electric plants.Chugach shall make its records available as required.Chugach shall retain copies of all invoices,payroll records,and other supporting documents sufficient for an audit of all expenditures,for three (3) years following the close of each Fiscal Year. Chugach will furnish the Authority with operating and financial statements related to work performed under this Agreement as may be reasonably requested by the Authority.If receipt of those statements is unreasonably delayed,the Authority may,with its own staff or agents,perform all work necessary to collect the data reasonably necessary,but only at such times and in such a manner as will not unreasonably interfere with Chugach's operations under this Agreement. (b)Insurance. 1.During the term of this Agreement,Chugach shall purchase and maintain insurance covering injury to person or property suffered by the Authority or a third party,as a result of errors or omissions or operations by Chugach or by its subcontractor(s)which arise both out of and during the course of this Agreement.Chugach shall require all subcontractors providing services directly or indirectly under this Agreement to provide the same insurance as required of Chugach. Coverage shall also provide protection against injuries to all employees of Chugach and the employees of any subcontractor engaged in work under this Agreement.Copies of all required insurance policies shall be furnished to the Authority prior to beginning work under this Agreement. These policies will show evidence of coverage and provide for ninety (90) days notice of written cancellation,non-renewal for material change in the coverage. BRADLEY LAKE DISPATCH AGREEMENT Page 6 of 9 Agreement No.2890174 h:all/beardsle/braddisp -8/4/94 -6:53 PM 2.Chugach shall purchase insurance adequate to cover its operations performed in connection with the work under this Agreement. Specifically,Chugach shall maintain Worker's Compensation Insurance and Comprehensive General Liability Insurance,including Comprehensive General Liability Broad Form Insurance,Automobile Liability Insurance,Owned Aircraft Insurance (where applicable),and Owned Watercraft (where applicable),in amounts acceptable to the Authority and consistent with the Power Sales Agreement. 3.The obligation to obtain and maintain insurance coverage pursuant to this Section shall be subject to the general availability of such coverage under reasonable terms and conditions.If one or more of the required insurance coverages is not available under reasonable terms and conditions,Chugach shall,under the guidance and direction of the BPMC and Division of Risk Management,use its best efforts to obtain substantively equivalent insurance coverage acceptable to the BPMC,the Authority,and the Division of Risk Management. 4.If,after utilizing its best efforts,Chugach is unable to obtain the required insurance coverage under reasonable 'terms and conditions, as reasonably determined by Chugach,Chugach shall request a waiver of the relevant insurance requirement.The request shall outline steps taken by Chugach to obtain such insurance and shall disclose quotations received for coverage.To the extent the waiver will not materially affect the safe and prudent operation of the Project,the Authority and BPMC, after consulting with the Division of Risk Management,will not unreasonably withhold approval of the requested waiver.Failure to furnish satisfactory evidence of insurance or failure to maintain the policy without complying with this subsection shall result in a material breach of this Agreement. (c)Indemnity.The Authority,to the extent permitted by applicable law and subject to the availability of funds,and Chugach (as "Indemnitor')agrees to and shall indemnify and defend the other,its officers,employees,and agents (as "Indemnitee”)for tort liability for all claims for damages and injuries of any BRADLEY LAKE DISPATCH AGREEMENT Page 7 of 9 Agreement No.2890174 h:all/beardsle/braddisp -8/4/94 -6:53 PM character or natures whatsoever arising from the sole nec:ence of the Indemnitor,including its officers,employees or agents in relation :o performance under this Agreement.Indemnitor agrees to assume the defens..:hereof and to pay all expenses (inciuding attorney's fees)connected herewitr For purposes of this section,"ssie negligence”shall include acts or omissions of the Indemnitor.its officers,employees,or agents.or any Combinat:cn thereof,and situations where such acts or omissions.in combination with tr=negligence of third parties combines to cause injury or damage to persons or ¢.sperty.It shall not include situations where the acts or omissions of tne Inderr--?r.its officers. employees.or agents combines with the negligence of Indemnite=to cause such injury,which situations shall be governed by the provisions c 1e subsection below relating to cencurrent negligence. Each Party agrees that liability (including costs 2'defense and attorney's fees)for claims arising from the concurrent negligenc=3f both Parties shall be apportioned according to the respective percentage of .vult attributable to each Party as determined by agreement or by the trier of fact. (d)Amencments.Any amendment or modification tc :x1is Agreement must be in writing and signed by Chugach and the Authority .approved by the BPMC. (e)Conduct_in Accord with Applicable Law.Ch'.zach and the Authority agree that at all times during the term of this Agree-rsnt,they shall conduct themselvés in accord with all applicable laws and perm:s.and they will undertake no acticn contrary to such laws or permits.The laws of the State cf Alaska shail govern this interpretation and application of this Ac.sement and the actions of the Parties hereunder. (f)Prudent Utility Practices.For the purposes of this Agreement, Prudent Utility Practices shall have the meaning provided in S.on 1(x)of the Power Sales Agreement. BRADLEY LAKE DISPATCH AGREEMENT Page 8 of S Agreement No.2890174 h:all/beardsle/braddisp -8/4/94 -6:53 PM (g)Contract Hours and Safety Standards.This Agreement and all subcontracts are subject to all applicable provisions of state and federal law concerning work hours and safety standards. (h)Equal Employment Opportunity.This Agreement and all: subcontracts are subject to all applicable provisions of state and federal law concerning Equal Employment Opportunity. (i)Exclusivityof Agreement.All terms and provisions agreed to between the Authority and Chugach will be incorporated into this Agreement setting forth the full intent of the Parties,except as provided in Sections 7(p)and 8 below. (j)Notice and Communication.Any notice of demand involving a claim of default,breach of this Agreement,or notice of a dispute shall be sent to the appropriate Party by registered or certified mail.Notice to the Authority shall be addressed to:the Executive Director,Alaska Energy Authority,480 West Tudor Road,Anchorage,Alaska 99503-6690. (k)Section Headings.The section headings this Agreement are for convenience only,and do not purport to,and shall not be deemed to,define, limit or extend the scope or intent of the section to which they pertain. (I)Severability.In the event that any provision of this Agreement shall be finally adjudicated by a court of competent jurisdiction to be invalid or unenforceable,the remainder of the Agreement shall be unaffected by such adjudication and all the remaining provisions of the Agreement shall remain in full force and effect as if such provision so adjudicated to be invalid had not been included herein. (m)Successors and Assigns.This Agreement shall be binding upon and insure to the benefit of the successors,legal representatives or assigns of Chugach and the Authority.However,Chugach may not assign this Agreement or any part thereof without the written consent of the Authority and the BPMC.If the Authority discontinues its current legal existence,its obligations under this BRADLEY LAKE DISPATCH AGREEMENT Page 9 of 9 Agreement No.2890174 h:all/beardsle/braddisp -8/4/94 -6:53 PM Agreement will automatically be assigned to the BPMC,without the need for consent by Chugach,unless the rights,powers and duties of the Authority are transferred to a successor entity with substantially the same expertise within the meaning of Prudent Utility Practices,powers and duties as the Authority. (n)Waiver Not Continuing.Any waiver at any time by any Party to this Agreement of its rights with respect to any default of the other Party hereto,or with respect to any other matter arising in connection with this Agreement,shall not be considered a waiver with respect to any subsequent default,right or matter.Any delay short of the statutory period of limitations in asserting or enforcing any right shall not be deemed a waiver of such right. (0)Third Party Beneficiaries.The BPMC,as representative of the Purchasers,is a third party beneficiary of this Agreement,with the legal right to enforce the provisions hereof.In any action by the BPMC for damages, Chugach shall have the right to assert against the BPMC any defense which it could have asserted against the Authority.The raising of any such defense by Chugach shall not affect any right of a purchaser or the BPMC under the Master Operating Agreement or Power Sales Agreement. (p)Other Agreements.This Agreement does not modify,alter,or amend any other contract or agreement that now exists or that may in the future exist between the Parties.The Parties intend that this Agreement should be interpreted in a manner compatible with other contracts and agreements associated with the Project. SECTION 8.RELATIONSHIP TO SERVICES AGREEMENT To the extent that the terms of the Services Agreement are incorporated by specific reference into this Agreement,such specific terms shall be binding on the Authority,without regard to whether such Party is also signatory to the Services Agreement. SECTION 9.DEFINITIONS BRADLEY LAKE DISPATCH AGREEMENT Page 10 of 9 Agreement No.2890174 h:all/beardsle/braddisp -8/4/94 -6:53 PM (a)Agreement.This Agreement governing dispatch of Project output. (b) Authority.The Alaska Energy Authority,an agency of the State of Alaska, and any successor thereto as owner of the Bradley Lake Hydroelectric Project. (c)Bradley Lake Energy.Electric energy,expressed in kilowatt hours (kwh),generated at the Bradley Lake Hydroelectric Project for a Purchaser in a manner consistent with the Power Sales Agreement and the applicable criteria, procedures,and guidelines adopted by the Project Management Committee.As used in this Agreement,Bradley Lake Energy does not include energy produced by generators other than those located at the Bradley Lake Hydroelectric Project,regardless of whether energy or capacity from such other generators is or may be sold to a Purchaser pursuant to provisions of the Power Sales Agreement relating to reserves for the Project. (d)BPMC or Bradley Project Management Committee.The committee composed of the Authority and the Purchasers established under the Power Sales Agreement. (e)Dispatcher.Employee(s)of Chugach who perform or supervise the performance of those that relate to the dispatching of Project output pursuant to this Agreement. (f)Dispatch Services.Those duties with respect to the Project that Chugach performs as the Authority's agent under this Agreement. (g)Party.Either Chugach or the Alaska Energy Authority. (h)Power Sales Agreement.The agreement for the sale and purchase of electric power from the Project entered into by and among the Authority and the Purchasers. BRADLEY LAKE DISPATCH AGREEMENT Page 11 of 9 Agreement No,2890174 h:all/beardsle/braddisp -8/4/94 -6:53 PM (i)Project.The Bradley Lake Hydroelectric Project. (j)Purchaser.Any electric utility that buys Project power as a party to the Power Sales Agreement. IN WITNESS WHEREOF,the Parties have caused this Agreement to be executed the day and year first above written. CHUGACH ELECTRIC ASSOCIATION,INC. By: As: STATE OF ALASKA,ALASKA ENERGY AUTHORITY By: As: BRADLEY LAKE DISPATCH AGREEMENT Page 12 of 9 Agreement No.2890174 h:all/beardsle/braddisp -8/4/94 -6:53 PM -*/99¢2-7 EXHIBIT A MASTER CONTRACT PROVISIONS .Independent Contractor.Unless otherwise agreed to by the Parties,eachContractorenteringintoaContractshallperformsolelyasanindependent contractor. .Annual Planning and Budget.The Authority shall prepare,or cause the y Contractor to prepare,the initial plans and budgets to be submitted to the BPMC f he operation or maintenance service in the Annual Project Budget.HONE contacting A Contractor may subcontract work on the operation ormaintenanceoftheProjectorProjectRelatedFacilitiestotheextentauthorized in the Annual Budget or with the written approval of the Authority and the BPMC, which shall not be unreasonably withheld.*.Invoices.A Contractor shall submit complete written invoices to the Authority for payment with cost summaries and support documents as reasonably quested by the Authority and BPMC.X cmamen and Dispute Resolution.The Authority shall expeditiously arrangewtAGedforpaymentofallinvoices,and shall work with the Contractor to promptly04!resolve any disputed billings. F,Accounts,Records,and Audits.In keeping records for work performed under a Contract,the Contractor shall utilize the accounting system required of public Utilities and licensees by the Federal Energy Regulatory Commission for electric plants.Contractors shall make their records available as required.The Contractor shall retain copies of all invoices,payroll records,and other supporting documents sufficient for an audit of all expenditures,for three (3) years following the close of each Fiscal Year. A Contractor will furnish the Authority with operating and financial statements lated to work performed under a Contract as may be reasonably requested by the Authority.If receipt of those statements is unreasonably delayed,the Authority may,with its own staff or agents,perform all work necessary to collect the data reasonably necessary,but only at such times and in such a manner as will not unreasonably interfere with Contractor's operations under a Contract. G.nsurance. 1.During the term of the Contract,the Contractor shall purchase and maintain insurance covering injury to person or property suffered by the Authority or a third party,as a result of errors or omissions or operations by a Contractor or by its subcontractor which arise both out of and during the course of the Contract.The Contractor shall require all subcontractors providing services directly or indirectly under a Contract to provide the same insurance as required of the Contractor.Coverage shall also provide protection against injuries to all employees of the Contractor and the employees of any subcontractor engaged in work under a Contract.Copies of all required insurance policies shall be furnished to the Authority prior to beginning work under a Contract. These policies will show evidence of coverage and provide for ninety (90) days notice of written cancellation,non-renewal for material change in the coverage. LY”The Contractor shall purchase insurance adequate to cover its operationsperformedinconnectionwiththeworkundertheContract.Specifically, each Contractor shall maintain Worker's Compensation Insurance and Comprehensive General Liability Insurance,including Comprehensive General Liability Broad Form Insurance,Automobile Liability Insurance, Owned Aircraft Insurance (where applicable),and Owned Watercraft (where applicable),in amounts acceptable to the Authority and consistent with the Power Sales Agreement. 3.The obligation to obtain and maintain insurance coverage pursuant to thisLXSectionshallbesubjecttothegeneralavailabilityofsuchcoverageunderreasonabletermsandconditions.If one or more of the required insurance coverages is not available under reasonable terms and conditions,the Contractor shall,under the guidance and direction of the BPMC and Division of Risk Management,use its best efforts to obtain substantively equivalent insurance coverage acceptable to the BPMC,the Authority,and the Division of Risk Management. 4,If,after utilizing its best efforts,the Contractor is unable to obtain the required insurance coverage under reasonable terms and conditions,as reasonably determined by the Contractor,the Contractor shall request a waiver of the relevant insurance requirement.The request shall outline steps taken by the Contractor to obtain such insurance and shall disclose quotations received for coverage.To the extent the waiver will not materially affect the safe and prudent operation of the Project,the Authority and BPMC,after consulting with the Division of Risk Management,will not unreasonably withhold approval of the requested waiver.Failure to furnish satisfactory evidence of insurance or failure to maintain the policy without complying with this subsection shall result in a material breach of this Agreement. Master Contract Provisions Page 2 of 4 h:all\beardsle\dword\brad\mastom H.Indemnity.The Authority,to the extent permitted by applicable law and subject to the availability of funds,and each Contractor (as "Indemnitor')agrees to and shall indemnify and defend the other,its officers,employees,and agents (as "Indemnitee”)for tort liability for all claims for damages and injuries of any character or nature whatsoever arising from the sole negligence of the Indemnitor,including its officers,employees or agents in relation to performance under this Agreement.Indemnitor agrees to assume the defense thereof and to pay all expenses (including attorney's fees)connected herewith.For purposes of this section,"sole negligence”shall include acts or omissions of the Indemnitor,its officers,employees,or agents,or any combination thereof,and situations where such acts or omissions,in combination with the negligence of third parties combines to cause injury or damage to persons or property.It shall not include situations where the acts or omissions of the Indemnitor,its officers, employees,or agents combines with the negligence of Indemnitee to cause such injury,which situations shall be governed by the provisions of the subsection below relating to concurrent negligence. Each party agrees that liability (including costs of defense and attorney's fees) for claims arising from the concurrent negligence of both Parties shall be apportioned according to the respective percentage of fault attributable to each Party as determined by agreement or by the trier of fact. v4 Amendments.Any amendment or modification to a Contract must be in writingandsignedbythecontractorandtheAuthorityandapprovedbytheBPMC. J.Conduct in Accord with Applicable Law.The Contractor and the Authority agree that at all times during the term of a Contract,they shall conduct (_-themselves in accord with all applicable laws and permits,and they willundertakenoactioncontrarytosuchlawsorpermits.The laws of the State of Alaska shall govern this interpretation and application of the Contract and theactionsofthepartiesthereunder. Prudent Utility Practices.For the purposes of this Agreement,Prudent Utility Practices shall have the meaning provided in Section 1(x)of the Power Sales Agreement. L Contract Hours and Safety Standards.All Contracts are subject to all applicable provisions of state and federal Jaw concerning work hours and safety standards. Me EEqual Employment Opportunity.All Contracts are subject to all applicableprovisionsofstateandfederallawconcerningEqualEmploymentOpportunity. Master Contract Provisions Page 3 of 4 h:all\beardsie\dword\brad\mastom aa Exclusivity of Contract.All terms and provisions agreed to between theAuthorityandanyContractorwillbeincorporatedintoawrittenContractsetting forth the full intent of the parties. O.otice and Communication.Any notice of demand involving a claim of default,Lo bree of a Contract,or notice of a dispute shall be sent to the appropriate party by registered or certified mail.Notice to the Authority shall be addressed to:the Executive Director,Alaska Energy Authority,480 West Tudor Road,Anchorage, Alaska 99503-6690. P.Section Headings.The section headings of a Contract are for conveniencetoonly,and do not purport to,and shall not be deemed to,define,limit or extend the scope or intent of the section to which they pertain. Q.Severability.In the event that any provision of a Contract shall be finally * adjudicated by a court of competent jurisdiction to be invalid or unenforceable,the remainder of the Contract shall be unaffected by such adjudication and all the remaining provisions of the Contract shall remain in full force and effect as if such provision so adjudicated to be invalid had not been included herein. R.Successors and Assigns.A Contract shall be binding upon and insure to the 7 te of the successors,legal representatives or assigns of the Contractor andtheAuthority.However,a Contractor may not assign a Contract or any part thereof without the written consent of the Authority and the BPMC.If theAuthoritydiscontinuesitscurrentlegalexistence,its obligations under a Contract will automatically be assigned to the BPMC,without the need for consent by the Contractor,unless the rights,powers and duties of the Authority are transferred to a successor entity with substantially the same expertise within the meaning of Prudent Utility Practices,powers and duties as the Authority. Ss.Waiver Not Continuing.Any waiver at any time by any party to a Contract of its ights with respect to any default of the other party hereto,or with respect to any other matter arising in connection with that Contract,shall not be considered a waiver with respect to any subsequent default,right or matter.Any delay short of the statutory period of limitations in asserting or enforcing any right shall not be deemed a waiver of such right. T.Third Party Beneficiaries.The BPMC,as representative of the Purchasers,is a third party beneficiary of this Contract,with the legal right to enforce the provisions hereof.In any action by the BPMC for damages,the Contractor shall have the right to assert against the BPMC any defense which it could have asserted against the Authority.The raising of any such defense by the Contractor shall not affect any right of a purchaser or the BPMC under the Master Operating Agreement or Power Sales Agreement. Master Contract Provisions Page 4 of 4 h:all\beardsle\dword\brad\mastom Agreement No.2890174 2-/9-%2 COUNTERPART OF __|OF _.2 BRADLEY LAKE HYDROELECTRIC PROJECT AGREEMENT FOR THE DISPATCH OF ELECTRIC POWER AND FOR RELATED SERVICES ("BRADLEY LAKE DISPATCH AGREEMENT") by and among CHUGACH ELECTRIC ASSOCIATION,INC. and ) THE ALASKA ENERGY AUTHORITY DISPATCH AGREEMENT FOR BRADLEY LAKE ENERGY 9104D1801(1). THIS AGREEMENT is entered into on ___2/19/92 ,by and amonCHUGACHELECTRICASSOCIATION,INC.("Chugach"),the STATE OFALASKA,ALASKA ENERGY AUTHORITY ("Authority"),hereinaftercollectivelyreferredtoas"Parties." SECTION 1.RECITAL (a)The Authority owns the Bradley Lake Hydroelectric Project("Project"),and has sold the output to various utilities ("Purchasers"),includingChugach,under the Power Sales Agreement.(b)Chugach is designated as the dispatcher of energy from the Project("Dispatcher"),and as the entity providing wheeling and related services to the otherPurchasersunderan"Agreement For the Wheeling of Electric Power and forRelatedServices"(the "Services Agreement”.) SECTION 2.AGREEME Chugach will provide all of the Dispatch Services needed to dispatch Projectoutput.This Agreement sets forth the rights and duties of the parties relating to theprovisionofDispatchServices. SECTION 3.TERM OF AGREEMENT:RELATED MATTERS (a)Term. (i)This Agreement will be effective when executed and after ithasreceivedapprovalbytheBradleyLakeProjectManagementCommittee. (ii)This Agreement will remain in effect for the term of theServicesAgreementunless,under the terms of the Services Agreement,Chugach is replaced as Dispatcher,in which case it will terminate whenChugachceasestobetheDispatcher. (b)Amendments.Except as limited by the Services Agreement,thisAgreementmaybeamended,extended,or terminated at any time by thewrittenconsentofthePartiesandtheapprovaloftheBradleyLakeProjectManagementCommittee. SECTION 4.DUTIES OF THE DISPATCHER a)Duties The Dispatcher's duties shall be as set forth in Section 8 (a)(i)of the Services Agreement and any applicable operating criteria or.guidelinesadoptedbytheProjectManagementCommitteeandsetforthasScopeofDispatchDutiesintheAllocationandSchedulingProcedures,or as agreed or amended bytheDispatcherandauthorizedrepresentativesofthepartiespursuanttoSection8(a)of the Services Agreement. (b)LimitationsonDispatcher's duties.Subject to the limitations on |Chugach's duties set forth in Sections 7(b)and (c)of the Services Agreement, DISPATCH AGREEMENT FOR BRADLEY LAKE ENERGY QDIOATHIRNTIOY (SSPE 1 yanad on.Chugach will dispatch the Project's output consistent with prudent utility practice asdefinedinSection1(x)of the Power Sales Agreement,for the benefit of theintegratedsystem.This Agreement shall not require Chugach to install or operateonChugach's system any facilities or equipment that Chugach would not otherwisehaveinstalledoroperatedonthatsystemunlessthoseadditionalfacilitiesorequipmentare:(a)funded and approved in advance and in writing by the BPMCand(2)not detrimental to Chugach's system or operations. SECTION 5.REIMBURSEMENT &RELATED MATTERS (a)In accordance with a schedule provided by the Authority,ChugachshallprepareandsubmiteachyeartotheAuthorityadraftbudgetfordispatchservicesforthefollowingbudgetyear.Such draft budget shall specifically include: (i)Labor and related costs: (A)The personnel costs attributable to performing thedutiesofDispatcher(as distinct from personnel cost that Chugachwouldnecessarilyincurinoperatingandmaintainingitsownsystem);an (B)The costs of training personnel to perform the duties ofDispatcher,including familiarization with Project facilities andequipmentthroughsitevisits,training and by other means. (ii)The costs of computer equipment used for dispatching theProject's output,or,if such hardware and/or software serves multiplePurposes,then the portion of such costs fairly allocable to that portion of theardwareand/or software capability that is needed for the purpose ofdispatchingtheProject's output.The Bradley Lake allocation of these costsshallbedocumentedannually. (b)The draft budget shall be prepared in a format agreeable to theAuthority,and shall be based on a reasonable estimate of all anticipatedexpendituresfordispatchingandmaintainingtheProjectFacilityduringthebudget year. (c)The Authority shall review the draft budget and forward itsrecommendedbudgetforBPMCapproval. (d)The Dispatcher shall perform its duties in a manner consistent withtheBPMCapprovedBudget,and shall be responsible to perform only theobligationsfundedbysuchbudget.If the Dispatcher makes a determination duringanyudgetyearthatitcannotoperatewithinitsbudget,the Dispatcher shall reportsuchfindingtotheAuthorityandshallsubmitarevisedbudgetforAuthorityreview,and BPMC approval,if necessary.. SECTION 6.DISPUTE RESOLUTION Consistent with the*procedures established in Section 10(b)of the Services _Agreement,the Parties shall attempt in good faith to settle reasonably any claim or DISPATCH AGREEMENT FOR BRADLEY LAKE ENERGY 91Q4\D1801(3) controversy arising out of this Agreement.In addition to the procedures establishedbySection10(b)of the Services Agreement,the Parties may unanimously agree tosubmitanyclaimorcontroversytoamutually-acceptable mediator.The allocationofcostsforsuchmediationshallbedeterminedbythemediator.The use of such aprocedureshallnotbeconstruedtoaffectadverselytherightsofanyPartyunderthedoctrinesoflaches,waiver or estoppel.Except as limited by Section 10(b)of theServicesAgreement,nothing in this section shall prevent any Party from resorting tojudicialprocedures.Any judicial action shall be filed in the Superior Court for theStateofAlaskaatAnchorage. SECTION 7.MISCE ROVI (a)Chugach as agent for the Authority.As Dispatcher,Chugach acts astheagentfortheAuthoritytodispatchProjectoutputonbehalfoftheAuthoritysothattheAuthorityisabletosellthatoutput.In consideration for Chugach acting asDispatcher,the Authority will therefore,indemnity and hold Chugach harmlessfromallclaimsagainstChugachinitscapacityasDispatcher,and from all claimsbasedonChugach's acts or omissions as Dispatcher,to the full extent permitted bylaw;provided,that the Authority shall not indemnify or hold Chugach harmless totheextentofanyliabilityarisingfromChugach's gross negligence or Chugach'swanton,willful,or intentional misconduct. _.(b)Consultation.The Parties shall meet with the purchasers as required,but not less than quarterly,as required by §10(a)of the Services Agreement. =3 (c)Waiver.Any waiver at any time by either Party of its rights withrespecttoanydefaultoftheotherFary,or with respect to any other matter arisinginconnectionwiththisAgreement,shall not be considered a waiver with respect toanypriororsubsequentdefault,right or matter.d igns.This Agreement and all of the terms andprovisionshereofshallbebindinguponandinsuretothebenefitoftherespectivesuccessorsandassigneesoftheParties;provided,that no assignment or othertransferofthisAgreementoranyinteresthereundershallbeeffectivewithoutthepriorwrittenconsentoftheotherParties(which consent shall not be unreasonablywithheld),and any successor or assignee must,in the commercially reasonableopinionoftheotherParty,be capable of assuming the obligations of the Party fromwhichthesuccessororassigneehasacceptedassignmentorothertransfer.ThisSection7(b)shall not prevent any assignment of a Party's rights hereunder forsecuritypurposesonly,and shall not prevent a financing entity with recorded orsecuredrightsfromexercisingallrightsandremediesavailabletoitunderlaworcontract,provided that performance of this Agreement is not thereby impaired.(ep ndi lyti i .Pending resolution ofanydispute,each Party shall continue to perform its obligations under thisAgreement,including but not limited to the Authority's obligation to reimburseugachforcertaincostsunderSection5ofthisAgreement.Each Party shall beentitledtoseekimmediatejudicialenforcementofthiscontinuedperformanceobligationnotwithstandingtheexistenceofadispute.Application for suchenforcementshallbemadetotheSuperiorCourtfortheStateofAlaskainAnchorage.(ApplicableLaw.The laws of the State of Alaska shall govern theinterpretationandapplicationofthisAgreementandtheactionsofthePartiesenueneereyereto. DISPATCH AGREEMENT FOR BRADLEY LAKE ENERGY 91Q4\D1801(4) oN (g)Section Headings.The section headings in the Agreement are forconvenienceonly,and do not purport to and shall not be deemed to define,limit orextendthescopeorintentofthesectiontowhichtheypertain.(h)iming of Cost Reimbursement.Cost reimbursement payments fromtheAuthorityshallbedueintheofficesofChugachbythe15thdayofeachmonth.Payment shall be mailed,directly deposited to Chugach,or may be paid in person,to Chugach's main office in Anchorage,Alaska.(i)No Third Party Beneficiaries or Liability to Third Parties.Notwithstanding that the operation of this Agreement may and is intended to conferbenefitsonthirdparties,other than signatures of the Power Sales Agreement,whoarenotsignatoriestothisAgreement,in promising performance to one anotherunderthisAgreementthePartiesintendtocreatebindinglegalobligationsandrightsofenforcementin(i)one another,and;(ii)one another's assignees orsuccessorsininterest.The Parties expressly do not intend to create any obligationorliability,or promise any performance to,any third party (including withoutlimitationanyindividualorentitysuppliedwithelectricpowerbyeitherPartyorbyanythirdparty.)The Parties have not created for any third party other thansignaturestothePowerSalesAgreementanyrighttoenforcethisAgreement.(j)Force Majeure.If and to the extent that any P.is prevented by aneventoroccurrencebeyonditscontrolfromperforminganyobligationunderthisAgreement(other than the obligation to pay money),then that Party's performanceofsuchobligationshallbeexcused,but only to the extent and for the period thatsuchperformanceissoprevented.(k)Other Agreements.This Agreement does not modify,alter,or amendanyothercontractoragreementthatnowexistsorthatmayinthefutureexistbetweentheParties.The Parties intend that this Agreement should be interpretedinamannercompatiblewithothercontractsandagreementsassociatedwiththeToject. SECTION 8.RELATIONSHIPTOSERVICESAGREEMENT To the extent that the terms of the Services Agreement are incorporated byspecificreferenceintothisAgreement,such specific terms shall be binding on theAuthority,without regard to whether such party is also signatory to the ServicesAgreement. SECTION 9.DEFINITIONS =|Ay This Agreement governing dispatch of Project output.b)A ity.The Alaska Energy Authority,an agency oftheStateofAlaska,and any successor thereto as owner of the Bradley LakeHydroelectricProject.c)Authority.The Alaska Energy Authority.d)BradleyLakeEnergy.Electric energy,expressed in kilowatt hours(kwh),generated at the Bradley Lake Hydroelectric Project for a Party in a mannerconsistentwiththePowerSalesAgreementandtheapplicablecriteria,procedures,and guidelines adopted by the Project Management Committee.As used in thisAgreement,Bradley Lake Energy does not include energy produced by generatorsotherthanthoselocatedattheBradleyLakeHydroelectricProject,regardless ofwhetherenergyorcapacityfromsuchothergeneratorsisormaybesoldtoa - DISPATCH AGREEMENT FOR BRADLEY LAKE ENERGY SIOAMIIRIISY Purchaser pursuant to provisions of the Power Sales Agreement relating to reservesfortheProject.(e)BPMC or Bradley Project Management Committee.The committeecomposedoftheAuthorityandthePartiesestablishedunderthePowerSales Agreement.(f)Dispatcher.Employee(s)of Chugach who perform or supervise thePeapronofthosethatrelatetothedispatchingofProjectoutputpursuanttothisAgreement. (g)Dispatch Services.Those duties with respect to the Project thatChugachperformsastheAuthority's agent under this AgreementhParty.Either Chugach or the Alaska Energy Authority.i)Ww ment.The agreement tor the sale and purchase ofelectricpowerfromtheProjectenteredintobyandamongtheAuthorityandthePurchasers. ?Project.The Bradley Lake Hydroelectric Project.k)Purchaser.Any electric utility that buys Project power as a party tothePowerSalesAgreement. IN WITNESS WHEREOF,the parties have caused this Agreement to beexecutedthedayandyearfirstabovewritten. A fly INC.By:A LK 4 _NA As:_General Manager DISPATCH AGREEMENT FOR BRADLEY LAKE ENERGY OTNATINIAQAISAY