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HomeMy WebLinkAboutBPMC June 15, 2018BRADLEY LAKE PROJECT MANAGEMENT COMMITTEE MEETING REGULAR MEETING Alaska Energy Authority,Anchorage,Alaska June 15,2018 1.CALL TO ORDER Chair Janorschke called the regular meeting of the Bradley Lake Hydroelectric ProjectManagementCommitteetoorderat10:01 a.m.A quorum was established. 2.ROLL CALL FOR COMMITTEE MEMBERS Cory Borgeson (Golden Valley Electric Association [GVEA]);Bryan Carey (Alaska EnergyAuthority[AEA]);Lee Thibert (Chugach Electric Association [CEA]);Tony Izzo (MatanuskaElectricAssociation[MEA]);Mark Johnston (Anchorage Municipal Light &Power [ML&P]);JohnFoutz(City of Seward)(arrived 10:23 a.m.);and Bradley Janorschke (Homer ElectricAssociation[HEA)). 3.PUBLIC ROLL CALL 'Amy Adler,Tom Erickson,Jocelyn Garner,Teri Webster,Brandi White (AEA);Matt Clarkson,Brian Hickey,Josh Resnick,Burke Wick (CEA);Brian Bjorkquist,Stefan Saldanha (DepartmentofLaw);Ron Rebenitsch (Energy Engineering);Leo Quiachon (phone)(GVEA);Bob Day,EmilyHutchison,Larry Jorgensen,Alan Owens (HEA);Kirk Gibson (McDowell Rackner Gibson,PC);Matt Reisterer (MEA);Jeff Warner (ML&P);T.W.Patch (Public),Bernie Smith (Public);andLadonnaLindley(Accu-Type Depositions). 4,PUBLIC COMMENTS None. 5.AGENDA APPROVAL MOTION:Mr.Johnston made a motion to approve the agenda.Motion seconded by Mr. Izzo. The agenda was approved without objection. 6.PRIOR MINUTES-April 20,2018 MOTION:Mr.Thibert made a motion to approve the Minutes of April 20,2018.Mr. Johnston seconded the motion. Chair Janorschke requested the April 20,2018 minutes be corrected as follows;1)on page 1 under Roll Call,Brad be changed to Bradley;2)on page 3 under D.Soldotna SVC Switch Replacement,the two sentences beginning with Mr.Cannon,Substation Department head of HEA,reported recent control of the SVC at Soldotna,be changed to read,"Mr.Cannon,HEA Meter/Apparatus Superintendent,reported a switch is in need of replacement due to a history of maintenance problems;”and 3)on page 3,correct the spelling of Davis Creek to Dave's Creek. There was no objections to the corrections. BPMC Minutes 6/15/18 Page 1 of 6 The motion to approve the Minutes of April 20,2018 with the corrections passed withoutobjection. 7.NEW BUSINESS A.Battle Creek Construction Update Mr.Carey noted the test blast was conducted on May 10".The work on the Lower Access Road is ongoing.The contractors are slightly behind their original work schedule.This does not pose an issue now.The schedule will be monitored.Mr.Carey stated the width of the road will remain as planned.Drones have been utilized for gathering the survey grade LIDAR information on both the Lower Access Road and the Upper Access Road.Using the new accurate drone technology reduces the overall cost of surveying.Mr.Carey showed and described the recent photos taken of the construction process. Chair Janorschke introduced Mr.Rebenitsch of Energy Engineering,who oversees the project as an advisor and reports directly to the BPMC.Mr.Rebenitsch noted he likes the structure and cost control of the contract.He believes the contractor has adequate equipment and adequate crew.Mr.Rebenitsch recommends an additional track rock drill unit be brought on-site to facilitate the necessary excavation and to remain within the two-year schedule.He believes the drone technology will be very helpful to surveying. Mr.Rebenitsch described his recent reconnaissance hike and noted the challenging rock wall formations.He expects there will be changes in the estimated quantities of excavations and there could be a possible cost to bypass a specific rock wall as the pioneering continues.Mr. Rebenitsch stated he is uncertain the project can be completed in two years.He believes the project may take three years to complete. Mr.Borgeson suggested a discussion occur regarding cost issues and whether or not a three- year completion schedule is acceptable.Mr.Carey informed the substantial and final completion of the project is scheduled for August 2020.Mr.Carey requested the BPMC provide specific direction as to the threshold of when the Committee and utilities are to be notified of change orders.Mr.Borgeson advised representatives from the utilities can attend the weekly progress meetings and obtain information. Mr.Rebenitsch discussed his goal is to provide a one-page executive summary level report of the weekly meetings and photos.The engineer's daily report is available on SharePoint.Mr. Rebenitsch conveyed there will be change order decisions to address regarding the rock walls. He will keep the Committee informed.Mr.Rebenitsch expressed appreciation to Mr.Day for the support provided. Mr.Thibert thanked Mr.Rebenitsch.Mr.Thibert noted the BPMC will continue to rely on Mr. Rebenitsch's expertise,guidance and recommendations. B.Approve Battle Creek Owners'Rep Budget and Contract Chair Janorschke noted the motion is included in the packet. MOTION:Mr.Borgeson made a motion the BPMC approve the Consulting Services Agreement (Agreement)between Homer Electric Association,Inc.and Energy Engineering,Inc.,for monitoring and oversight of the Battle Creek Diversion Project (BCD Project)and authorize and approve the cost of the utilities'representative (estimated to be $90,000)for oversight of the BCD Project during FY 2018 pursuant to the BPMC Minutes 6/15/18 Page 2 of 6 Agreement to be paid out of the BPMC FY 2018 BCD Project budget.The costs associated with the BCD Project shall be allocated to those Purchasers choosing toparticipateintheBCDProjectinaccordancewiththeBPMCResolution2017-02 as maybeamended.Mr.Thibert seconded the motion. Mr.Carey requested to change the word "utilities”to "BPMC'in the first sentence.This is consistent with the draft agreement.There was no objection to the word change. Mr.Gibson explained the resolution and was available for questions.Mr.Thibert requested the total contract amount be disclosed for the record.Chair Janorschke received confirmation from Mr.Rebenitsch the estimated cost for the first year is $267,367.The motion for the $90,000 is for the 2018 budget.The 2019 budget begins July 1.A 2019 budget amendment will comebeforetheBoardattheJulymeetingandwillincludealineitemforEnergyEngineeringconsultingservices. The motion was amended to include the word change and reads "The BPMC approve the Consulting Services Agreement (Agreement)between Homer Electric Association,Inc. and Energy Engineering,Inc.,for monitoring and oversight of the Battle Creek Diversion Project (BCD Project)and authorize and approve the cost of the BPMC representative (estimated to be $90,000)for oversight of the BCD Project during FY 2018 pursuant to the Agreement to be paid out of the BPMC FY 2018 BCD Project budget.The costs associated with the BCD Project shall be allocated to those Purchasers choosing to participate in the BCD Project in accordance with the BPMC Resolution 2017-02 as may be amended”.A roll call vote was taken and passed unanimously. C.Bradley Operator RFP Update Mr.Carey informed two proposals were received and one was deemed to be non-responsive. Mr.Erickson noted the nonresponsive proposal is currently a public document.The evaluation committee includes two non-railbelt utility representatives from Kodiak Electric and AEL&P.The evaluation committee reviewed the responsive proposal by HEA and found no issues.On May15",AEA sent a letter of Notice of Intent to Award.This started the 10-day protest period.No protests were received.The draft contract and HEA's proposal were provided for review to the utilities and to the BPMC.Mr.Carey requested a work session be conducted with the utilities regarding the draft contract.The intent is to approve the contract during the July BPMC meeting. Mr.Borgeson asked if additional costs to the project will be incurred.Mr.Carey commented the project budget,including spending levels,is set by the BPMC. D.Resolution 2018-01 -Battle Creek Project Share Allocation Mr.Gibson noted Resolution 2018-01 has been provided in member packets for discussion and direction.Mr.Gibson advised he removed unnecessary and historical language from the 2017 resolution in this draft 2018-01 resolution.Mr.Gibson summarized the issues raised by three of the utilities.The issues raised by MEA are outlined in the minutes of the previous meeting regarding the O&M of 4%,the study,and the voting standard for the study.The issues raised by CEA regard the dispute resolution language and the specific provisions in the attachment on the ability to get in and out of the project.The issues raised by GVEA request the chronology of the building of the resolutions and express concems over reimbursement language.Mr.Gibson requested the BPMC discuss these issues now and provide him direction for the final resolution. Chair Janorschke agreed. BPMC Minutes 6/15/18 Page 3 of 6 Mr.Gibson reviewed page 4 of 4 of Attachment 1 to Resolution No.2018-01 addressing MEA'sconcerns;"The BCD Project will be charged 4%of the Bradley Lake annual O&M costs,or an amount to be determined by a study of the impacts of the BCD Project to the Bradley LakeProject,as an Annual Project Cost.The results of the study undertaken pursuant to thisParagraphC.3.of Attachment 1 will be approved in accordance with the voting requirements forOptionalProjectWork.”He asked Mr.Izzo for feedback.Mr.1zzo commented the current language addresses the previous concerns. Mr.Gibson reviewed CEA's issues regarding dispute resolution and requested direction.Mr. Thibert suggested it is appropriate for participants and non-participants to engage in the dispute resolution process because of the interrelation between this agreement and the Bradley agreements.Mr.Gibson agreed to the recommendation.There was no opposition to the direction. Mr.Gibson reviewed issues regarding paragraphs 10 and 11 of page 2 of 4 of Attachment 1 and requested BPMC provide direction on how to proceed from the last approved resolution to thisdraft.After Committee discussion,Mr.Thibert suggested the attorneys review the previous resolution language to ensure the opt-out issue is being addressed.Mr.Gibson agreed and believes the only thing that needs to be amended from the 2017 resolution language is a clear allocation methodology.He will bring the amendments before the Committee at the next meeting. E.Bradley Lands Update Mr.Carey reported AEA worked with Department of Law and Department of Natural Resources (DNR)to finalize the remaining Bradley Lake Project land conveyances from BLM,effective May 22,2018.The Battle Creek Project is not on federal lands and is able to utilize the Clean Renewable Energy Bonds (CREBs)financing.The Bradley Lake annual budget expends approximately $200,000 for FERC Land Use Fees.This line item will be removed in the new budget because all Bradley lands have been conveyed to the State of Alaska.A refund request for approximately $86,000 has been filed with FERC for the amount paid after land title had been conveyed. Chair Janorschke expressed appreciation to AEA and CEA staff for efforts in finalizing the land conveyances. 8.REPORTS A.Budget to Actual Report Ms.Garner reviewed the Budget to Actual Report ending March 31,2018 provided to the Committee.The IRS sent notice informing the utilities will receive a subsidy payment. Mr.Day discussed Schedule A-1 Capital Purchases Not Funded by the R&C Fund.He provided an update on each line item that shows zero and gave the current amount to be reflected in the next report.The bridge repair will not be conducted this year.Mr.Day had hoped Orion could complete the work while they were mobilized at the site.However,the Orion bid came in higher than the previous estimated cost.Mr.Day noted an official bidding process will likely occur.The upgrade to the residence kitchens and crews quarters has been postponed because the remodel cannot occur while the Battle Creek contractor is onsite. Ms.Garner continued the review of the Budget to Actual Report for O&M Schedule B.Mr.Day informed the over budget amount for supplies and materials is necessary for the operation and BPMC Minutes 6/15/18 Page 4 of 6 maintenance of the facility.The labor and benefits line item came in under budget because the open employee position was not filled due to the uncertainty of the labor contract.Ms.Garner noted legal fees have increased and includes the Battle Creek legal work. Ms.Garner discussed the R&C Fund disbursements and repayments and noted a portion of thefirealarmsystemreplacementhasbeenmovedtotheFY18budget.The spillway raise will not occur at this time. Mr.Johnston inquired about the debt service.Ms.Garner explained the remaining half of the debt service was transferred in the beginning of June and gets paid on July 1°. Mr.Borgeson requested additional information regarding the increased interest income and inquired about the sale of the 1988 Suburban.Ms.Garner discussed the initial interest income calculation was based on higher anticipated capital project costs and operating costs than what actually occurred.The additional monies in the investment accounts earned the guaranteed interest rate.Ms.Garner noted the sale of the1988 Suburban and loader will be reflected under Revenues,Other Miscellaneous. B.O&D Report Mr.Warner presented the O&D Report provided in member packets.He informed participants that have the ability to dynamically schedule their capacity share can now do so independent of CEA.Awritten description of the process is forthcoming.Mr.Warner advised system event testing and governor response testing is ongoing.The O&D Committee recommended AEA perform a current replacement cost study for the Bradley project.AEA is working with ARECA on the details.Mr.Carey informed two proposals have been received and will be forwarded to the Budget Committee for feedback. Chair Janorschke inquired as to O&D discussions regarding the O&M impact of Battle Creek onBradley.The O&D recommended to BPMC to defer any studies of additional O&M costs untiltheprojectisonlineandfunctioning. Cc.Operators Report Mr.Day directed members to the Operator's Report provided in the packet.He noted the Suburban and other vehicles are currently being utilized and probably will not be sold within theyear.Mr.Day described the facility collocation with Orion has continued to be beneficial for both parties.Orion has used the shop area for repairs and has provided barge hauling at no cost,including the transfer of the loader from Anchorage. Mr.Day informed he and Larry Jorgenson participated in a right-of-way inspection.Work may have to be completed on the power lines in the winter.Emerson came on-site and tuned up the governors.The lake level has been around 1,100,which is 20 feet above the minimum.Recent rains may have increased the levels.Fuel is expected to be delivered at a cost of approximately $40,000.The equipment storage building bids have been received and a recommendation to award at approximately $480,000 has been submitted.The contractor will receive 10%upon signing of the contract and will be reflected in this year's budget expenses.The equipment storage building is expected to be completed this summer.Mr.Day expressed appreciation to the BPMC for his busy and exciting job environment. 9.COMMITTEE ASIGNMENTS None. BPMC Minutes 6/15/18 Page 5 of 6 10.MEMBERS COMMENTS Mr.Izzo expressed appreciation for the comprehensive nature of the reports. Mr.Johnston echoed the appreciation. Mr.Borgeson acknowledged the success of Mr.Carey,AEA and CEA staff in resolving the land conveyances. Mr.Thibert concurred with the previous comments.He reported concerns have been raised regarding BPMC voting effects from the potential acquisition with CEA and ML&P.Mr.Thibert requested legal representatives review the bylaws and continue the discussion.Chair Janorschke noted the item will be placed on the agenda for the next meeting. Mr.Foutz apologized for his tardiness. Mr.Carey expressed appreciation to staff,CEA,DNR,and Department of Law for their work. He requested the utilities provide a representative for the Operator Agreement Work Group that will meet prior to the next BPMC meeting. Chair Janorschke echoed appreciation for the diligent work. 11.NEXT MEETING DATE-July 20,2018 12.ADJOURNMENT There being no further business for the committee,the meeting adjourned at 11:40 a.m. BY:Soe : Bradley Janorschke,Ghdaip.Attest:ZL.z C7,Bryan @4rey Alaska Energy Authority,Secretary BPMC Minutes 6/15/18 Page 6 of 6 11, 12. BRADLEY LAKE PROJECT MANAGEMENT COMMITTEE REGULAR MEETING Friday,June 15,2018 10:00 A.M. Alaska Energy Authority,Board Room 813 W.Northern Lights Boulevard,Anchorage,Alaska To participate VIA TELECONFERENCE-1-888-585-9008 -Conference room code 467-050-126 AGENDA CALL TO ORDER ROLL CALL FOR COMMITTEE MEMBERS PUBLIC ROLL CALL PUBLIC COMMENTS AGENDA APPROVAL PRIOR MINUTES --April 20,2018 NEW BUSINESS A.Battle Creek Construction Update AEA B.Approve Battle Creek Owners'Rep Budget and Contract HEA C.Bradley Operator RFP update AEA D.Resolution 2018-01 Battle Creek Project Share Allocation E.Bradley Lands Update AEA REPORTS A.Budget to Actual Report Budget Subcommittee B.O&D Report J Warner C.Operators Report HEA COMMITTEE ASSIGNMENTS MEMBERS COMMENTS NEXT MEETING DATE -July 20,2018 ADJOURNMENT BRADLEY LAKE PROJECT MANAGEMENT COMMITTEE MEETING REGULAR MEETING Alaska Energy Authority,Anchorage,Alaska April 20,2018 1.CALL TO ORDER Chair Janorschke called the regular meeting of the Bradley Lake Hydroelectric Project Management Committee to order at 10:12 a.m.A quorum was established. 2.ROLL CALL FOR COMMITTEE MEMBERS Cory Borgeson (Golden Valley Electric Association [GVEA]);Bryan Carey (Alaska Energy Authority [AEA]);Lee Thibert (Chugach Electric Association [CEA]);Tony Izzo (Matanuska Electric Association [MEA]);Mark Johnston (Anchorage Municipal Light &Power [ML&P]);John Foutz (City of Seward);and Brad Janorschke (Homer Electric Association [HEA]). 3.PUBLIC ROLL CALL Jocelyn Garner,Brenda Applegate,Tom Erickson,Carmen Noble,Teri Webster,Brandi White, Katie,Conway (AEA);Mel Hutchinson (phone)(Alaska Power Association);Eric Myers (ATC); Sherri Highers (phone),Matt Clarkson,Brian Hickey,Josh Resnick,(CEA);Brian Bjorkquist (Department of Law);Steve Cannon,Bob Day,Larry Jorgensen,Alan Owens (phone)(HEA); Kirk Gibson (McDowell Rackner Gibson,PC);David Pease (phone);Ed Jenkins,Tony Zellers (MEA);Molly Morrison (ML&P);T.W.Patch (Public),Bernie Smith (Public);and Ladonna Lindley (Accu-Type Depositions). 4.PUBLIC COMMENTS None. 5.AGENDA APPROVAL MOTION:Mr.Foutz made a motion to approve the amended agenda,moving Item 7D. Executive Session to after Item 11.,and adding Soldotna SVC Switch Replacement after 7C,Motion seconded by Mr.Johnston. The agenda was unanimously approved as amended,moving Item 7D.Executive Session to after Item 11.,and adding Soldotna SVC Switch Replacement after 7C. 6.PRIOR MINUTES-Feb.2,2018;March 5,2018 MOTION:Mr.Johnston made a motion to approve the Minutes of February 2,2018.Mr. Thibert seconded the motion. The motion passed unanimously. MOTION:Mr.Thibert made a motion to approve the Minutes of March §,2018.Mr. Johnston seconded the motion. The motion passed unanimously. 7.NEW BUSINESS DRAFT BPMC Minutes 4/20/18 Page 1 of 5 A.Battle Creek Construction Update Mr.Carey informed several barges have arrived at Bradley containing GMC Contracting construction equipment.Three additional barges are anticipated within three weeks during the next high tide cycle.The dam road has been cleared of snow.A water well has been installed in place.The camp is expected to be established by May 4",2018,in preparation for the crew members.The test blast is scheduled for May 10",2018,and road construction commences thereafter. Mr.Carey provided the Draft Monthly Summary Report.The report will be delivered monthly to the Budget Committee.The Monthly Summary Reports are also available for utility access on the SharePoint Site,which contains the Daily Reports,Weekly Progress Reports,Monthly Schedule of Values,including the percent complete,and FERC (Federal Energy Regulatory Committee)Monthly Reports. Mr.Carey recommended a construction kick-off meeting be held at Bradley Lake during theregularlyscheduledBPMCmeetingonJune15%,2018.Chair Janorschke informed the suggestion will be discussed under Item 11. B.Bradley Operator RFP Update Mr.Carey noted a few proposals for the Bradley Operator were received and have been forwarded to the Evaluation Committee.The Evaluation Committee is comprised of two members from AEA,a State employee,and two utility members.The scoring and evaluations are anticipated to be completed in about a week,after which the Procurement Office will send a Notice of Intent to the top-ranked proposer.The proposals will become public after the issuance of the Notice of Intent in early May. Cc.Resolution 2018-01 -Battle Creek Project Share Allocation Mr.Gibson noted the copy of Resolution 2018-01 has been provided in member packets.He explained Resolution 2018-01 references all items in Resolution 2017-02 with respect to the share allocation process and is devoid of verbiage regarding the earlier parts of the project.The intent is to use Resolution 2018-01 on an annual basis for the purposes of share allocation.He believes it provides a concise,forward-looking perspective and reflects the decisions made by the BPMC.Mr.Gibson recommends approval of Resolution 2018-01. MOTION:Mr.Izzo made a motion to approve Resolution 2018-01,Attachment 1,and Exhibit A.Mr.Thibert seconded the motion. Mr.Izzo requested clarification regarding Attachment 1,page four,Item C.3.BCD Project Cost Responsibility.He does not believe the paragraph is consistent with the resolution passed at the previous meeting assuring the O&D Committee would perform a study of the impacts of the BCD Project to the Bradley Lake Project. Mr.Gibson advised the only change reflected in this paragraph pertains to the approval of the results of the study.Mr.Gibson conveyed this resolution is not time sensitive.He recommended members thoroughly review the resolution before a vote is taken. Mr.Izzo suggested this issue be addressed during the O&D Committee item of the meeting. DRAFT BPMC Minutes 4/20/18 Page 2 of 5 Mr.Thibert reported a typographical error,an extra word,on page three of three,under the third Be It Further Resolved,"That a Non-Participating Purchaser has no restriction to on its ability.” Mr.Gibson recommended deleting the word on. MOTION:Mr.Johnson made a motion to table action on Resolution 2018-01,Attachment 1,and Exhibit A,until the next BPMC meeting.Mr.Thibert seconded the motion. Mr.Thibert requested Mr.Gibson provide CEA's counsel with the new resolution and the previous resolutions for review and comparison.Mr.Gibson agreed. A roll call vote was taken,and the motion to table action on Resolution 2018-01, Attachment 1,and Exhibit A,until the next BPMC meeting passed unanimously. D.Soldotna SVC Switch Replacement. Mr.Cannon,Substation Department head of HEA,reported recent control of the SVC at Soldotna.One switch is in need of replacement due to a history of maintenance problems.Mr. Cannon informed the quote from Royal for the switch and shipping is approximately $10,000. The estimated total including labor costs is $19,309.Written authorization from the BPMC is required to proceed. MOTION:Mr.Borgeson made a motion to proceed with the switch replacement at the Soldotna SVC.Mr.Foutz seconded the motion. Mr.Thibert inquired as to any timing considerations or utility coordination for the outage.Mr. Cannon advised the switches will be delivered in 14 weeks and the SVC will stay online during the replacement. A roll call vote was taken,and the motion to proceed with the switch replacement at the Soldotna SVC passed unanimously. Mr.Cannon added the RCM study for the upgraded SVC is complete.Next steps are to meet with CEA to establish the same maintenance practices for the Davis Creek and the Soldotna SVC. 8.REPORTS A.Budget to Actual Report Ms.Garner reviewed the Bradley Lake Budget Report dated through February 2018.Two additional pages have been added to show the Battle Creek administrative costs.The capital projects are coming in under budget.The O&M budget is also coming in under budget. Mr.Thibert requested an update on the purchase of the flatbed with plow,the loader,the ambulance,and the refurbishing of the Battle Creek bridge.Mr.Day reported the ambulance has been purchased and is in Homer.Additional facilities are being added.The flatbed has been purchased and is due June 1%.Mr.Day informed work on the Battle Creek bridge is unlikely to occur because of the construction activities.Mr.Day believes the overhead line maintenance will continue to remain under budget. B.O&D Report DRAFT BPMC Minutes 4/20/18 Page 3 of 5 Mr.Day presented the O&D Report provided in member packets and discussed updated information.The AGC setting of +/-.2 would be the new consistent trigger point for constant frequency.The O&D Committee will conduct an analysis and recommendation of the Emerson proposal,which would place a controller at Bradley allowing for dynamic dispatching.The changes to the work rules have been approved by the O&D Committee and AEA's legal representatives.The water and power reports are reviewed on a regular basis.Construction activities at Battle Creek have increased. Mr.Day informed the O&D Committee discussed the 4%O&M cost allocation and cannot provide an opinion as to the pricing being high,low,or on target because the O&D has no comparables and no data to perform a study.The O&D Committee will conduct a cost allocation study in the future when impacts of the Battle Creek operation can be measured.The O&D Committee recommends the O&M cost allocation study be tabled. Mr.Day discussed the guidance O&D is providing to the operator regarding tracking the ongoing support labor and use of Bradley assets during construction.HEA has established a separate account for Battle Creek labor activities and charges. Mr.Izzo requested a timeline,scope,and cost parameters for the O&M cost allocation study be established by the BPMC.Mr.Thibert agreed.Chair Janorschke indicated the request will be addressed during committee assignments. Mr.Borgeson commented the cost of 4%of the Bradley Lake Project O&M budget is approximately $183,000 a year.He believes the cost of the study will exceed that amount.Mr. Borgeson supports conducting a study to identify the actual range of the O&M costs. Cc.Operators Report Mr.Day directed members to the Operator's Report provided in the packet.Operations and conditions are normal with no issues.Mr.Day displayed and reviewed pictures of the current work at Battle Creek.Work with Emerson is ongoing regarding the fish water control automation project.The road to the dam and the road to the dock are closed to public use during construction for the next two years.This information has been published in the newspaper and included within bills.Efforts are underway to notify the Harbor Master and FAA regarding the closures.Mr.Day is very pleased with the extensive collaboration Orion has exhibited,including use of their barge to transport multiple heavy items,equipment,and trucks. The transport of the loader provided an estimated savings of $18,000. Mr.Day informed the second purchase of the LED light improvement has occurred.The normal inspections and monthly safety meetings were held.The quarterly employee update was facilitated by Chair Janorschke. 9.COMMITTEE ASIGNMENTS Chair Janorschke directed the O&D Committee to conduct and complete an O&M cost impact study related to Bradley Creek within a year after water flow commences. Chair Janorschke directed the O&D Committee to revisit the Emerson module discussed three years ago,and provide an updated estimate and recommendation at the June 15 meeting. 10.MEMBERS COMMENTS DRAFT BPMC Minutes 4/20/18 Page 4 of 5 Mr.Thibert expressed appreciation to Mr.Day for the excellent report and great coordination with Orion. Mr.Borgeson expressed appreciation for the diligent work occurring.He supports conducting the June BPMC meeting at the facility. Mr.Johnston echoed support for conducting the June BPMC meeting at the facility. Mr.Foutz echoed support for conducting the June BPMC meeting at the facility and welcomed Mr.Cannon to his first BPMC meeting. Mr.Carey stated he is happy construction is moving forward. Chair Janorschke expressed appreciation for the excellent current efforts. 11.NEXT MEETING DATE MOTION:Mr.Johnston made a motion to hold the June 15,2018 meeting at Bradley Lake facilities and cancel the October 19,2018,meeting.Mr.Borgeson seconded the motion. MOTION:Mr.Borgeson made a motion to amend,cancelling the May 18,2018 meeting as well.Mr.Thibert seconded the motion to amend. A roll call vote was taken,and the motion to amend,cancelling the May 18,2018 meeting passed unanimously. A roll call vote was taken,and the amended motion to hold the June 15,2018 meeting at Bradley Lake facilities and cancelling the May 18,and October 19,2018 meetings passed unanimously. MOTION:Mr.Johnston made a motion to go into Executive Session to discuss administrative adjudications dealing with Bradley lands.Mr.Foutz seconded the motion. Motion passed without objection. 12.Executive Session:11:05a.m.Bradley Land Update The Committee reconvened its regular meeting at 11:18 a.m. 13.ADJOURNMENT There being no further business for the committee,the meeting adjourned at 11:18 a.m. BY: Brad Janorschke,Chair Attest: Janet Reiser Alaska Energy Authority,Secretary DRAFT BPMC Minutes 4/20/18 Page 5 of 5 FA West Fork Upper Battle Creek Diversion fi jkPeer |"REM ABRhyINARO)MONS PN ER eae .if dn + BPMC June 15,2018 Ka ALASKA ENERGY AUTHORITY REDUCING THE COST OF ENERGY IN ALASKA AEA's mission is to reduce the cost of energy in Alaska -LU ALASKA ENERGY AUTHORITY REDUCING THE COST OF ENERGY IN ALASKA 2 WFUBC Lower Access Road Construction ALASKA ENERGY AUTHORITY REDUCING THE COST OF ENERGY IN ALASKA VW FUBC Lower Access Road Construction _2% ALASKA ENERGY AUTHORITY REDUCING THE COST OF ENERGY IN ALASKA WFUBC Lower Access Road Construction SS TAS ED ALASKA ENERGY AUTHORITY REDUCING THE COST OF ENERGY IN ALASKA WFUBC Lower Access Road Construction -Le ALASKA ENERGY AUTHORITY REDUCING THE COST OF ENERGY IN ALASKA WFUBC Drone Imagery *,.\Photos\201805\20180522WFUBC.kmz LW ALASKA ENERGY AUTHORITY REDUCING THE COST OF ENERGY IN ALASKA 7 ALASKA ENERGY AUTHORITY 813 West Northern Lights Blvd. Anchorage,Alaska 99503 Phone:(907)771-3000 Fax:(907)771-3044 Toll Free (Alaska Only)888-300-8534 -LM ALASKA ENERGY AUTHORITY REDUCING THE COST OF ENERGY IN ALASKA 8 Bradley Lake Project Management Committee [June 15,2018] MOTION hereby MOVES that the BPMC approve the Consulting Services Agreement (Agreement)between Homer Electric Association,Inc.and Energy Engineering,Inc.,for monitoring and oversight of the Battle Creek Diversion Project (BCD Project)and authorize and approve the cost of the utilities'representative (estimated to be $)for oversight of the BCD Project during FY 2018 pursuant to the Agreement to be paid out of the BPMC FY 2018 BCD Project budget.The costs associate with the BCD Project shall be allocated to those Purchasers choosing to participate in the BCD Project in accordance with BPMC Resolution 2017-02 as may be amended. {00038825.1} Homer Electric Association,Inc. Corporate Office Central Peninsula Service Center 3977 Lake Street 280 Airport Way Homer,Alaska 99603-7680 Kenai,Alaska 99611-5280 Phone (907)235-8551 Phone (907)283-5831 FAX (907)235-3313 FAX (907)283-7122 CONSULTING SERVICES AGREEMENT This Consulting Services Agreement (Agreement”),datedthis___day of May,2018 ("Effective Date'),is made by and between HOMER ELECTRIC ASSOCIATION,INC.of 3977 Lake St.,Homer,Alaska ("HEA”)and ENERGY ENGINEERING,INC.whose address is 4510 S.GLENVIEW PLACE,RAPID CITY,SD 57702 (the "Consultant”),HEA and Consultant may hereinafter be referred to individually as "Party”or joint as "Parties.” RECITALS A.The Alaska Energy Authority ("AEA”)owns the Bradley Lake Hydroelectric Project ("Bradley Lake Project”). B.Chugach Electric Association,Inc.,Golden Valley Electric Association,Inc.,Homer Electric Association,Inc.,the Municipality of Anchorage d/b/a Municipal Light and Power,Matanuska Electric Association,Inc.,and the City of Seward,are the purchasers of the power generated by Bradley Lake Project under the Power Sales Agreement (hereinafter these utilities are referred to jointly as the "Purchasers”); C.The Purchasers along with the AEA constitute the Bradley Lake Project Management Committee ("BPMC”); D.The BPMC has authorized work to commence on the Battle Creek Diversion Project ("BCD Project”)as Optional Project Work under the Power Sales Agreement; E.AEA is managing the work on the BCD Project; F.The BPMC is desirous of having its own representative monitor and provide oversight of the development and construction of the BCD Project; G.HEAis entering into this Agreement with Consultant on behalf of the BPMC;and, H.HEA and Consultant are entering into this Agreement to set forth the terms and conditions under which Consultant will monitor and provide oversight of the BCD Project as BPMC Representative. {00038812.1}Page 1 of 7-CONSULTING SERVICES AGREEMENT AGREEMENT In consideration of the mutual covenants herein contained,the Parties agree as follows: SECTION _1 -GENERAL The Consultant shall render diligently and competently all services described in the Contract Documents in accordance with the terms of the Contract Documents (the "Work'”). The enumeration of specific duties and obligations of the Consultant in the Contract Documents shall not be construed to limit the general undertakings of the Consultant in fulfilling its duties as BPMC Representative for the BCD Project. Consultant represents and warrants that it is an experienced professional organization having experience in consulting,project planning,project development,project management, and construction of power generation projects and most important,with specific expertise with civil construction and hydro power generation facilities.This Agreement is for project management services only and does not involve professional engineering services or design. SECTION 2 -CONTRACT DOCUMENTS The Contract Documents constitute the entire agreement between HEA and Consultant and are identified as follows: 2.1 This Agreement,along with any supplementary agreements and conditions which are referenced and incorporated in this Agreement; 2.2 Attachment A to this Agreement -Scope of Work:BPMC Representative to the BCD Project; 2.3 Any Task Order(s)which may be attached to this Agreement or may be issued which reference this Agreement;and 2.4 .Written work change orders issued or to be issued which reference this Agreement. The Parties intend that the Contract Documents include provisions for all labor, materials,equipment,supplies,terms and conditions of payment,and other items necessary for the execution and completion of the Work.Each of the Contract Documents is hereby incorporated and made part of this Agreement.The terms and conditions of the Contract Documents shall be interpreted and construed as compatible to the extent practicable.In the event of conflicting terms or provisions in the Contract Documents,the Contract Documents shall be governed by the terms and conditions set {00038812.1}Page 2 of 7-CONSULTING SERVICES AGREEMENT forth in the Contract Documents in the order of precedence in which they are listed in this Section. SECTION 3 -COMPENSATION HEA will pay the Consultant for services to be performed under this Agreement in accordance with the rates and charges set forth in the Estimated Costs section of Attachment A,Scope of Work:BPMC Representative to the BCD Project. SECTION 4 -DAMAGES The time of completion of the Work is of the essence.Because of the uncertainties attendant upon the Work,no liquidated damages can be reasonably estimated,and HEA's remedy for damages arising from Consultant's negligence will be limited to the amounts required to be covered by insurance,and for damages arising from breach of contract will be limited to the amount paid Consultant under this Agreement; provided,however that this limitation shall not apply to damages for any breach of Consultant's obligation under Section 5.5. SECTION 5 -INSURANCE. 5.1:Coverage,Duration.Consultant,at its sole cost,shall purchase and maintain no less than the types and amounts of insurance with coverages,endorsements,waivers, and limits as described in this Section 5.Except as otherwise provided,said insurance is to be maintained in full force and effect beginning prior to commencing services and ending on:(i)the date of Completion of the Project;or (ii)two (2)years after the date of any termination of the services. 5.2:Primary Insurance Coverage Requirement.All insurance required to be maintained by Consultant shall be primary to any and all insurance (including self insurance)obtained or maintained by,or otherwise available to,HEA and all policies shall be endorsed accordingly.The insurance maintained by HEA (or any member of the BPMC),shall not be called upon to contribute or participate with Consultant's insurance for any reason. 5.3:Evidence of Insurance and Renewals.Consultant shall provide evidence satisfactory to HEA that all insurance policies and coverages required by this Agreement have been procured from and/or established with companies acceptable to HEA.Such evidence may take the form of certificate(s),endorsement(s),copy(ies)of policy(ies),or other form acceptable to HEA.Such evidence of insurance is to be presented by Consultant to HEA prior to Consultant's commencing its services under this Agreement. Consultant is required to obtain all renewals and provide HEA with evidence of such renewals no less than thirty (30)days prior to the renewal date(s).Consultant is also {00038812.1}Page 3 of 7-CONSULTING SERVICES AGREEMENT required to provide HEA with written notice of any cancellation or modification of the required coverages no less than thirty (30)days prior to such cancellation or modification.Further,all insurance policies required to be obtained by Consultant shall contain clauses which require the insurer to provide HEA with at least thirty (30)days prior written notice of any cancellation,reduction,restriction and/or modification except in respect to non-payment of premiums,in which case such notice shall be provided within ten (10)days. HEA shall not be required to confirm that Consultant has provided evidence of coverage and/or renewals and no waiver by HEA of any of Consultant's obligations pursuant to this or any other provision of this Agreement shall occur or be inferred or implied by any failure of HEA to insist upon strict performance of this or any other Section of this Agreement. If Consultant fails to procure,maintain and/or renew the insurance (or provide documentation in respect of same)required under this Agreement,HEA,at its option, may procure such insurance and recover the cost thereof directly from Consultant,in addition to any other remedy HEA may have under this Agreement. 5.4:Insurer's Waiver of Subrogation Rights,Severability of Interest Clause and Additional Insureds Endorsements.Each and every insurance policy required of Consultant under this Agreement shall include an insurer's waiver of subrogation rights in favor of HEA.Except for Workers'Compensation,each insurance policy required of Consultant shall be endorsed to name HEA and the members of the BPMC as Additional Insureds with respect to liability arising out of Consultant's operations and/or its services performed hereunder.Said Additional Insureds endorsements shall not limit or exclude coverage based upon any act or omission of an Additional Insured,whether negligent (actively or passively)or not,unless proven by final judgment to have been intentional misconduct or willful misconduct.Each insurance policy shall include a Severability of Interest (e.g.,A Cross Liability)Clause. 5.5:Consultant Deductibles.All amounts of claims,losses,and/or damages otherwise covered by,but not recovered from,Consultant's insurers,by reason of application of any deductible clause or any self-insured retention by Consultant as a part of its insurance program,or by any failure of Consultant to observe any term or condition of any insurance policy obtained or maintained by Consultant,shall be solely for the account of Consultant.In such a case,Consultant shall itself pay the full amount of all claims,losses,and/or damages that are not recovered from Consultant insurers. Consultant shall provide HEA all assistance as may be required for the preparation and negotiation of insurance claims,at no additional cost to HEA.Consultant shall not utilize any deductible amount or self-insured retention to satisfy its insurance obligations hereunder without prior approval of HEA. 5.6:No Limitation of Insurance.The requirement of Consultant to purchase and maintain insurance and HEA's acceptance of evidence of such insurance shall not,in any manner,limit or qualify the liabilities and obligations otherwise assumed by Consultant under this Agreement,nor shall such insurance be limited by any limitation expressed in {00038812.1}Page 4 of 7-CONSULTING SERVICES AGREEMENT any other Section herein or by any limitation which might be imposed by law on any obligations of Consultant,including but not limited to any indemnity obligations contained herein.The insurance coverages required by this Section shall also specifically cover Consultant's indemnity obligations contained in this Agreement. 5.7:Insurance Types Required.Insurance to be provided by Consultant shall include the following,with Consultant's normal limits of liability but in no event less than the minimum limits indicated.The insurance coverage amounts specified below are minimum requirements and not limits of liability and shall not be construed in any way to limit Consultant's liability or act as HEA's acceptance of responsibility for financial liabilities in excess thereof.HEA shall be named "Additional Insured and Certificate Holder”on all policies except Worker's Compensation and Professional Liability. 5.7.1.:Worker's Compensation coverage required by all laws,rules, regulations,orders,ordinances and standards applicable to Consultant employees assigned to or involved in the services to be performed under this Agreement, shall be obtained before any employee of Consultant arrives at the Bradley Lake Project. 5.7.2:Commercial General Liability Insurance coverage as described in the most current edition of the applicable ISO CGL form and subject to a limit of not less than One Million Dollars ($1,000,000.00)per occurrence. 5.7.3.Business Automobile Liability Insurance coverage covering hired or otherwise procured or operated non-owned vehicles,with a combined single limit of One Million Dollars ($1,000,000.00)per occurrence. SECTION 6 -RELATIONSHIP OF PARTIES Consultant is an independent contractor.This Agreement shall not be construed to create an agency,partnership,or employment relationship between Consultant and HEA (or any member of the BPMC).Consultant shall be solely responsible for the maintenance and supervision of its workforce,the control of the performance of its Work, and the overall supervision and management of its business,subject to the need to satisfy HEA's requirements as agreed herein.HEA and Consultant shall take all reasonable actions so that other contractors,the public and all governmental agencies are given no reasonable basis to believe that HEA and Consultant are engaged in a single business, partnership or other combination. SECTION 7 -MISCELLANEOUS TERMS 7.1:Termination.HEA may at any time terminate this Agreement by giving notice of termination in writing.From and after the effective date specified in the notice, this Agreement shall be terminated except that the Consultant may,within ten (10) calendar days following receipt of such notice,submit to HEA a written statement of all unreimbursed expenses for the Work performed and within thirty (30)calendar days {00038812.1}Page 5 of 7-CONSULTING SERVICES AGREEMENT following receipt of this statement,HEA shall make payment for these expenses; however,HEA will make such payment only for expenses actually incurred prior to the receipt of the notice of termination by the Consultant,and any such payment shall not exceed that which is allowed for Work already completed in accordance with the payment schedule referenced in Section 3. 7.2:Records.Upon completion of the services rendered and approval thereof by HEA,or upon termination of this Agreement,all records pertaining to this Agreement or the Work hereunder shall become the property of HEA. 7.3:Valid Business License.The Consultant will maintain in effect a State of Alaska business license covering the applicable classification of the Work performed. 7.4:Qualifications.The obligations and duties to be performed by the Consultant under this Agreement shall be performed by persons qualified to perform such duties efficiently.The Consultant,if HEA shall so direct,shall replace any Sub- Consultant or other person employed by the Consultant in connection with the Work under this Agreement.The Consultant shall comply with all applicable statutes at the time the Work is performed. 7.5:Indemnification.The Consultant shall indemnify,defend and save harmless HEA and the members of the BPMC from suits,actions,legal or administrative proceedings,claims,debts,demands,damages,liabilities,interest,attorney's fees,or costs and expenses of whatsoever kind or nature (each,a "Claim”),including those brought by employees of the Consultant or any Sub-Consultant of the Consultant,which are caused,occasioned or contributed to,by any negligent act or failure to act of the Consultant in connection with or incident to the performance of the Work to be performed pursuant to this Agreement by the Consultant,its employees,agents and Sub- Consultants,and whether before or after the completion of the Consultant's services under this Agreement.The Consultant is not obligated to indemnify HEA for HEA's sole negligence.If a Claim for which a party is entitled to indemnification is due to the joint, concurring,comparative or contributory fault,negligence or willful misconduct of the parties,then such Claim shall be allocated between the Parties in proportion to their respective degrees of fault,negligence or willful misconduct contributing to such claim. 7.6:Counterparts.|This Agreement may be simultaneously executed and delivered in two or more counterparts,each of which so executed and delivered shall be deemed to be an original,and all shall constitute but one and the same instrument. 7.7:Assignments.The obligations of the Consultant under this Agreement shall not be assigned or subcontracted in whole or in part without the approval in writing of HEA.Any attempt to otherwise assign this Agreement shall be void. 7.8:Successors/Assigns.This Agreement shall bind and inure to the benefit of the legal representatives,successors,assigns and Sub-Consultants of the parties hereto. {00038812.1}Page 6 of 7--CONSULTING SERVICES AGREEMENT 7.9:Governing Law.This Agreement shall be governed by and construed in accordance with the laws of the State of Alaska. 7.10:Complete Agreement.This Agreement contains the entire agreement between the Parties and cannot be changed except by a written instrument signed by both Parties,or as otherwise provided for in this Agreement.Any attempt to otherwise modify this Agreement shall be void. 7.11:Waiver.The waiver by either Party of any breach or non-performance of any term,covenant or condition contained in this Agreement shall not be deemed a waiver of any breach or non-performance of the same or any other term,covenant or condition. SECTION 8 -SUPPLEMENTAL PROVISIONS 8.1:Fees.Neither the fee schedule and/or rates of the Consultant nor that of any Sub-Consultant or associate of the Consultant shall change during the performance of this agreement. 8.2:Third-Party Beneficiary.The members of the BPMC shall be a third-party beneficiary of this Agreement. IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be duly executed as of the Effective Date. Dated:HOMER ELECTRIC ASSOCIATION,INC. By: Bradley P.Janorschke General Manager Dated:ENERGY ENGINEERING,INC. By: Title: {00038812.1}Page 7 of 7--CONSULTING SERVICES AGREEMENT Attachment A Scope of Work:BPMC Representative to the BCD Project Purpose This document is to describe the role,responsibilities,duties,and authority of the Bradley Project Management Committee (BPMC)Representative to the AEA Battle Creek Project. Responsibilities,Duties,and Authority 1.To the extent practicable,reside at the Bradley Lake Facilities and perform the duties listed herein onsite. 2.Monitor all pertinent project communication among AEA,the Engineer (DOWL),and the Contractor,Orion Marine Group. 3.Report to the BPMC on issues that may materially affect the financial interests of the BPMC (i.e., the Purchasing Utilities). 4.Observe,photograph,and report on the Work as it is in progress.Report on compliance with and conformance to the Contract plans and specifications. 5.Monitor and report on safe work practices and adherence to Contractor's Site Safety Plan. 6.Comply with all Bradley Lake Project and BCD Project Site safety requirements. 7.Report and document any observed deficiencies in quality of workmanship or materials,and if deemed appropriate,recommend and implement independent testing or verification of work. 8.Review and assess the Contractor's baseline and progress CPM schedule updates.Report any concerns or issues to the BPMC. .Review and provide independent assessment of any Contractor or AEA requested change orders. 10.Review Contractor progress billings and determine whether or not each billing accurately reflects actual field progress or Contract deliverables to-date. 11.This role does not include any project management responsibilities or authority.AEA,or its designee,serves as the Project Manager. 12,Other duties as assigned by HEA. Deliverables 1.Daily Recordkeeping -Whenever onsite,keep daily records of Project activities and progress. 2.Weekly Reports -Prepare and distribute a weekly summary of Project activity. 3.Monthly -Prepare and present an Executive Summary of the current project status to the BPMC at its regularly schedule meetings. 4.Change Orders -Summary of each change order and an opinion of its justification. 5.Photo Documentation -Capture photos daily of the work in progress.Store/organize photos by date,edit filenames to describe photo contents and store within the BPMC provided electronic file repository. 6.All reports and records shall be submitted in accordance with a schedule and in the form as directed by HEA. Work Locations PYN>Bradley Lake Project,including the BCD Project Site. AEA Office and environs located in Anchorage,Alaska Contractor-owned or leased facilities,wherever they may be located. HEA Offices located in Homer,Alaska {00038530.1}|Page 1 of 2 -Attachment A to Consulting Services Agreement (Scope of Work) Attachment A Scope of Work:BPMC Representative to the BCD Project Period of Performance From March 2018 until the BCD Project is complete (estimated to be 2-years) Items To Be Furnished by the BPMC NAYPYNS8. Onsite,dorm-style,quarters in the Bradley Lake Project Crew Quarters. Wireless internet access via HEA Onsite printing and scanning of documents Onsite transportation (at Bradley Lake Project) Flight transportation to/from Bradley Lake Project Site Cloud-based repository for Project file records. Reasonable and customary expenses incurred for project-related travel &lodging (i.e.,for meetings away from BCD Project Worksite,etc.) Per diem -Reduced OCONUS rate,excluding onsite lodging provided above Items To Be Furnished by Energy Engineering,Inc. 1.Personal food and incidentals,including,clothing,onsite personal laundry,cooking,etc. (Covered by Per Diem) 2.Transportation to/from Homer,Alaska (flights will be reimbursed at cost). 3.Cellular phone. 4.Computer or laptop. 5.Camera with resolution of 12MP or greater. 6.Hourly billing records and details for the services provided are to accompany all invoices. Estimated Costs Project Assumptions for 2018 (Year 1): Assumed Schedule:April 1,2018 through October 31,2018 (31 Weeks minus 2 weeks off-site) Estimated hours:44 hrs per week X 29 weeks =1276 hrs. Hourly Rate:$175 per hr. Estimate of Costs to Provide Defined Scope: 1.Estimated total hourly cost:$175 per hour X 1276 hours:$223,300 2.Per Diem:Based on DOT CONUS/OCONUS for Homer,AK --- Meals &Incidentals (Excluding Lodging)$80/day X 214 days $30,067 3.Estimated off-site Travel Expense (Only actual incurred expenses to be charged): 4.Round trip coach class air tickets:$5,000 5.Travel Expenses (i.e.,non-site lodging,transportation,etc.)$4,000 6.Miscellaneous contingencies at cost (&subject to approval)$5,000 Total Not-to-Exceed Estimated Cost*:$267,367 *Note:Unanticipated special requirements,such as Insurance required by owner,added at cost -with no markup. Year 2:Parties to adjust above estimate per mutual agreement,based on anticipated scope for 2™year. {00038530.1}Page 2 of 2-Attachment A to Consulting Services Agreement (Scope of Work) BPMC June 15,2018 Bradley Operator RFP Update AEA received two proposals for the Bradley Operator RFP by the April 17 due date. One proposal was deemed non-responsive because of not providing several documents as required by the RFP. Five evaluation committee members (including two non-railbelt utility members) evaluated the response submitted by Homer Electric Association. AEA sent out the letter of Notice of Intent to Award on May 15,which started the 10-day period for other proposers to protest.Other proposers did not file a protest by the required date. AEA will host a separate meeting of utility representatives to discuss the contract and/or proposal in more detail.Each utility should notify AEA of their preferred dates and times and appoint representatives for such meeting.This meeting should take place prior to the July BPMC meeting. Motion to approve the contract would be on the agenda for the July BPMC meeting. |CS, Attachment A Scope of Work:BPMC Representative to the BCD Project Purpose This document is to describe the role,responsibilities,duties,and authority of the Bradley Project Management Committee (BPMC)Representative to the AEA Battle Creek Project. Responsibilities,Duties,and Authority 1.To the extent practicable,reside at the Bradley Lake Facilities and perform the duties listed herein onsite. 2.Monitor all pertinent project communication among AEA,the Engineer (DOWL),and the Contractor,Orion Marine Group. 3.Report to the BPMC on issues that may materially affect the financial interests of the BPMC (i.e., the Purchasing Utilities). 4.Observe,photograph,and report on the Work as it is in progress.Report on compliance with and conformance to the Contract plans and specifications. 5.Monitor and report on safe work practices and adherence to Contractor's Site Safety Plan. 6.Comply with all Bradley Lake Project and BCD Project Site safety requirements. 7.Report and document any observed deficiencies in quality of workmanship or materials,and if deemed appropriate,recommend and implement independent testing or verification of work. 8.Review and assess the Contractor's baseline and progress CPM schedule updates.Report any concerns or issues to the BPMC. 9.Review and provide independent assessment of any Contractor or AEA requested change orders. 10.Review Contractor progress billings and determine whether or not each billing accurately reflects actual field progress or Contract deliverables to-date. 11.This role does not include any project management responsibilities or authority.AEA,or its designee,serves as the Project Manager. 12.Other duties as assigned by HEA. Deliverables 1.Daily Recordkeeping -Whenever onsite,keep daily records of Project activities and progress. 2.Weekly Reports -Prepare and distribute a weekly summary of Project activity. 3.Monthly -Prepare and present an Executive Summary of the current project status to the BPMC at its regularly schedule meetings. 4.Change Orders -Summary of each change order and an opinion of its justification. 5.Photo Documentation -Capture photos daily of the work in progress.Store/organize photos by date,edit filenames to describe photo contents and store within the BPMC provided electronic file repository. 6.Allreports and records shall be submitted in accordance with a schedule and in the form as directed by HEA.\ Work Locations 1.Bradley Lake Project,including the BCD Project Site. 2.AEA Office and environs located in Anchorage,Alaska 3.Contractor-owned or leased facilities,wherever they may be located. 4.HEA Offices located in Homer,Alaska {00038530.1}Page 1 of 2 -Attachment A to Consulting Services Agreement (Scope of Work) Attachment A Scope of Work:BPMC Representative to the BCD Project Period of Performance From March 2018 until the BCD Project is complete (estimated to be 2-years) Items To Be Furnished by the BPMC Onsite,dorm-style,quarters in the Bradley Lake Project Crew Quarters. Wireless internet access via HEA Onsite printing and scanning of documents Onsite transportation (at Bradley Lake Project) Flight transportation to/from Bradley Lake Project Site Cloud-based repository for Project file records. Reasonable and customary expenses incurred for project-related travel &lodging (i.e.,for meetings away from BCD Project Worksite,etc.) 8.Per diem -Reduced OCONUS rate,excluding onsite lodging provided aboveMAYSYHDS Items To Be Furnished by Energy Engineering,Inc. 1.Personal food and incidentals,including,clothing,onsite personal laundry,cooking,etc. (Covered by Per Diem) 2.Transportation to/from Homer,Alaska (flights will be reimbursed at cost). 3.Cellular phone. 4,Computer or laptop. 5.Camera with resolution of 12MP or greater. 6.Hourly billing records and details for the services provided are to accompany all invoices. Estimated Costs Project Assumptions for 2018 (Year 1): e Assumed Schedule:April 1,2018 through October 31,2018 (31 Weeks minus 2 weeks off-site) e Estimated hours:44 hrs per week X 29 weeks =1276 hrs. e Hourly Rate:$175 per hr. Estimate of Costs to Provide Defined Scope: 1.Estimated total hourly cost:$175 per hour X 1276 hours:$223,300 2.Per Diem:Based on DOT CONUS/OCONUS for Homer,AK --- Meals &Incidentals (Excluding Lodging)$80/day X 214 days $30,067 3.Estimated off-site Travel Expense (Only actual incurred expenses to be charged): 4.Round trip coach class air tickets:$5,000 5.Travel Expenses (i.e.,non-site lodging,transportation,etc.)$4,000 6.Miscellaneous contingencies at cost (&subject to approval)$5,000 Total Not-to-Exceed Estimated Cost*:$267,367 *Note:Unanticipated special requirements,such as Insurance required by owner,added at cost -with no markup. Year 2:Parties to adjust above estimate per mutual agreement,based on anticipated scope for 2"year. {00038530.1}Page 2 of 2 -Attachment A to Consulting Services Agreement (Scope of Work) RESOLUTION NO.2018-01 OF BRADLEY LAKE PROJECT MANAGEMENT COMMITTEE Battle Creek Diversion Project Share Allocation Process Introduction:The Bradley Lake Project Management Committee (""BPMC”)is developing a project to divert the water flows of Battle Creek into Bradley Lake to increase the water for use by the Bradley Lake Hydroelectric Project ("Bradley Lake Project”).The project is called the Battle Creek Diversion Project ("BCD Project”).The activities of the BPMC regarding the BCD Project are authorized as Optional Project Work under the Power Sales Agreement.All Purchasers are supportive of the expansion of the capabilities of the Bradley Lake Project through the development of the BCD Project.Initially,not all Purchasers will be participating in the BCD Project.. Purpose of Resolution No.2018-01:Resolution No.2018-01,and Attachment 1 to Resolution No.2018-01;Battle Creek Diversion Project Framework ("Attachment 1”),set forth the terms and conditions under which participation in the costs and benefits of the BCD Project as Optional Project Work under the Power Sales Agreement will be managed by the BPMC from the date of this Resolution No.2018-01 forward. Definitions:!n addition to the definitions contained in Power Sales Agreement,the following definitions are used as part of this Resolution 2018-01 and Attachment 1: "Non-Participating Purchaser”means a Purchaser that is not participating in the BCD Project. "Participating Purchaser”means a Purchaser participating in the BCD Project. RESOLUTION NO.2018-01 WHEREAS,Chugach Electric Association,Inc.("Chugach”),Golden Valley Electric Association,Inc.("GVEA”),Homer Electric Association,Inc.("HEA”),the Municipality of Anchorage d/b/a Municipal Light and Power ("ML&P”),Matanuska Electric Association,Inc. ("MEA”),and the City of Seward ("Seward”),are the purchasers of the power generated by Bradley Lake Project under the Power Sales Agreement (hereinafter referred to jointly as the "Purchasers”and individually as a "Purchaser'); , WHEREAS,the Purchasers along with the Alaska Energy Authority ("AEA”)constitute the BPMC; WHEREAS,the BCD Project is designed to supplement the water available for the Bradley Lake Project and the BCD Project will be using the facilities of the Bradley Lake Project,the BPMC will oversee and manage all aspects of the use of facilities of the Bradley Lake Project under the BPMC's authority provided by the Power Sales Agreement; WHEREAS,not all Purchasers have chosen to participate in the development and resulting benefits of the BCD Project at this time; Page 1 of 3 -Resolution 2018-01;Battle Creek Diversion Project Share Allocation Process [6-15-18] FWD WHEREAS,the Participating Purchasers will hold harmless the Non-Participating Purchasers from incurring any costs associated with the development of the BCD Project; WHEREAS,the Non-Participating Purchasers shall have the ability to participate in the BCD Project at a later date; WHEREAS,a Non-Participating Purchasers shall have the opportunity to participate in the BCD Project later so long as the Non-Participating Purchasers reimburse the Participating Purchasers for an equitable portion of the reasonable costs incurred to develop the BCD Project prior to the time their respective participation begins; WHEREAS,the development and financing of the BCD Project will be required to have no effect on the Bradley Lake Project Power Revenue Bond Resolution ("Bond”)and related bond covenants associated with the Bradley Lake Project; WHEREAS,this Resolution No.2018-01,along with the Power Sales Agreement and the BPMC Bylaws,provide the authorization for the BPMC to manage the allocation of costs and benefits of the BCD Project to Participating Purchasers as well as the determination of the equitable costs to be paid by a Non-Participating Purchaser to Participating Purchasers should the Non-Participating Purchaser choose to participate in the BCD Project at a later date from the date of this Resolution forward; NOW,THEREFORE,IT IS HEREBY RESOLVED BY THE BPMC,that from this date forward the costs and benefits as well as the capacity of the BCD Project shall be managed and allocated in accordance with this Resolution No.2018-01 and the Attachment 1 to this Resolution No.2018-01,as part of the BPMC process for determining Annual Project Costs for the Bradley Lake Project;and, BE IT FURTHER RESOLVED BY THE BPMC,that the costs and benefits of the BCD Project should not affect the rights,duties,and obligations of the Purchasers as set forth in the Power Sales Agreement and Bond;and, BE IT FURTHER RESOLVED BY THE BPMC,that the BCD Project is approved as Optional Project Work under the Power Sales Agreement and this Resolution No.2018-01 and Attachment 1;and, BE IT FURTHER RESOLVED BY THE BPMNC,that the right to the capacity of the BCD Project shall be allocated to all Purchasers in accordance with their respective shares of Bradley Lake Project capacity (hereinafter referred to as their "BCD Share”)unless such BCD Share is otherwise sold or transferred;and, BE IT FURTHER RESOLVED BY THE BPMC,that the costs and benefits associated with the BCD Project shall be allocated by the BPMC to only Participating Purchasers;and, BE IT FURTHER RESOLVED BY THE BPMC,that a Participating Purchaser and/or a Non-Participating Purchaser shall have the unfettered right to sell or transfer its BCD Shares to a Participating Purchaser after providing notice to the BPMC of its arrangement and the BPMC shall honor such arrangement in the allocation process for BCD Shares;and, BE IT FURTHER RESOLVED BY THE BPMC,that,unless otherwise agreed,a Non- Participating Purchaser having its BCD Share reallocated shall retain its ability to participate in Page 2 of 3 -Resolution 2018-01;Battle Creek Diversion Project Share Allocation Process [6-15-18] the BCD Project without restriction subject to the notice requirements and payment obligations in this Resolution No.2018-01 and Attachment 1;and, BE IT FURTHER RESOLVED BY THE BPMC,that the Non-Participating Purchasers will not bear any costs or suffer any adverse effect due to the BCD Project while not participating in the BCD Project;and, BE IT FURTHER RESOLVED BY THE BPMC,the BCD Project will be charged four percent (4%)of the Bradley Lake annual O&M or an alternative amount determined by a study of the impacts of the BCD Project to the Bradley Lake Project.The results of the study will be approved in accordance with the voting requirements for Optional Project work;and, BE IT FURTHER RESOLVED BY THE BPMC,that a Non-Participating Purchaser has no restriction to on its ability to participate at a later date but must provide notice of their intent to become a Participating Purchaser a minimum of one year in advance of the start of the Project Water Year (starting June 1%),in which the Non-Participating Purchaser wishes to become a Participating Purchaser and satisfy any payment obligation;and, BE IT FURTHER RESOLVED BY THE BPMC,that the Non-Participating Purchasers choosing to participate in the BCD Project at a later date shall contribute (or cause the Participating Purchaser(s)accepting the Non-Participating Purchasers BCD Share(s)to contribute),if and to the extent such amount has not previously been contributed,an equitable portion of the reasonable costs incurred to develop the BCD Project which amount shall be determined by the BPMC at the time the Non-Participating Purchaser chooses to participate in the BCD Project with such reasonable development costs to include only the Non-Participating Purchaser's pro-rata share of AEA cash calls and Interest During Construction (IDC)paid up front by the Participating Purchasers and adjusted for the time value of money using a discount rate equal to the long-term financing cost for the BCD Project net the credit from the Clean Renewable Energy Bonds (CREBS);and, BE IT FURTHER RESOLVED BY THE BPMC,that any changes to the terms and conditions of this Resolution No.2018-01 and Attachment 1 that directly affect the rights and obligations of the Participating Parties to receive their respective benefits from the BCD Project shall require the unanimous consent of the Participating Parties. BE IT FURTHER RESOLVED BY THE BPMC,that the above Recitals be incorporated and made part of to this Resolution No.2018-01. Dated at Anchorage Alaska,this 15th day of June 2018. Chair Attest: Secretary Page 3 of 3 -Resolution 2018-01;Battle Creek Diversion Project Share Allocation Process [6-15-18] ATTACHMENT 1 TO RESOLUTION NO.2018-01 OF BRADLEY LAKE PROJECT MANAGEMENT COMMITTEE Battle Creek Diversion Project Framework The costs and benefits of the Battle Creek Diversion Project ("BCD Project”)shall be managed in accordance with Resolution No.2018-01 and this Attachment 1 to Resolution No.2018-01,Battle Creek Diversion Project Framework ("Attachment 1”),as follows: A.General Applicability of Bradley Lake Project Provisions: 1.The provisions of the Power Sales Agreement and any of the documents,agreements, and understanding generally referred to as the Bradley Lake Agreements,where applicable,will be used to manage the energy generated and delivered from the BCD Project. Subject to the rights held by the Alaska Energy Authority,the BPMC will be the final arbiter on any issue involving the BCD Project and the Bradley Lake Project and/or the Purchasers,and any such issues shall be resolved in accordance with the voting requirements set forth in the Resolution No.2018-01 and the Dispute Resolution provisions of the BPMC Bylaws. For purposes of governance of any conflicts,the terms and conditions of Resolution No. 2018-01,will control over this Attachment 1,which will control over the BPMC Bylaws. B.Allocation of BCD Project Capacity: 1.The original shares of Bradley Lake Project capacity,i.e.,Chugach (30.4%),GVEA (16.9%),HEA (12.0%),ML&P (25.9%),MEA (13.8%),and Seward (1.0%)will not be changed in any manner by Resolution No.2018-01 and this Attachment 1. Each Purchaser shall have the right to participate in the BCD Project at the same percentage that it holds capacity in the Bradley Lake Project subject to Resolution No. 2018-01 and this Attachment 1. Initially,the right to the capacity of the BCD Project was allocated to all Purchasers in accordance with their respective shares of Bradley Lake Project capacity (hereinafter referred to as their "BCD Share'). Subject to the provisions of Resolution No.2018-01 and this Attachment 1,a Participating Purchaser or Non-Participating Purchaser shall have the unfettered right to arrange for {00037168.1}Page 1 of 4 -Attachment 1 to Resolution No.2018-01 the sale or transfer of its respective BCD Share to another Participating Purchaser and the BPMC shall honor such arrangement in the allocation process for BCD Shares. 5.Some initially allocated BCD Shares were sold or transferred. 6.The Participating Purchaser that receives BCD Shares through a sale or transfer shall be responsible for all BPMC financial requirements and any notice obligations associated with the BCD Shares received through sale or transfer. 7.The BCD Share for any Non-Participating Purchaser (i.e.,BCD Shares that have not been sold and/or transferred)shall be placed into a share pool ("BCD Pool”)and reallocated by the BPMC in accordance with the methodology set forth in Section B.8.of this Attachment 1. 8.The methodology for allocating BCD Shares of any Non-Participating Purchaser that has not been otherwise sold or transferred is,as follows:the respective percentage of original shares of Bradley Lake Project capacity held by each Participating Purchaser shall be divided by the total percentage of Participating Purchasers ("Allocation Percentage”).The Allocation Percentage shall be multiplied by the percentage of original shares of Bradley Lake Project capacity held the total of all Non-Participating Purchasers that have not otherwise sold or transferred their BCD Shares to calculate the percentage of the reallocated amount of the Non-Participating BCD Shares (Reallocated BCD Share”).The Realiocated BCD Share for each Participating Purchaser shall be added to the BCD Share for that Participating Purchaser to achieve the total amount of percentage participating in the BCD Project.Exhibit 1 provides an example of the specific calculation under this reallocation methodology. 9.The Participating Purchasers may,however,allocate their BCD Share and/or the redistributed BCD Shares from the BCD Pool by agreement and the BPMC shall honor such arrangement in the allocation process for BCD Shares. 10.At all times,one hundred percent (100%)of the BCD Shares must be allocated by the BPNC. 11.On or before February 1%of each year,a Purchaser must notify the BPMC if it desires to change its level of participation in the BCD Project.A Purchaser that fails to provide any notice to the BPMC regarding its level of participation shall be deemed by the BPMC to have notified the BPMC that it will maintain its current level of participation (or non- participation)in the BCD Project. 12.Any Purchaser desiring to maintain its respective share (or a percentage of their respective shares)of BCD Project capacity,but not immediately participating in the BCD Project (i.e.,Non-Participating Purchasers),shall have the right to call back its respective BCD Share by providing written notice to the BPMC ("Call Back Notice”). 13.A Call Back Notice must be provided to the BPMC by a Non-Participating Purchaser of its intent to become a Participating Purchaser at least one year in advance of the start of the Project Water Year (June 1")to be effective for participation in the BCD Project beginning {00037168.1}Page 2 of 4 -Attachment 1 to Resolution No.2018-01 at the start of the next Project Water Year.A Call Back Notice provided with less than one year in advance of the start of the Project Water Year,June 1*shall be effective for participation in the BCD Project to begin one year from the start of the next Project Water Year.A Call Back Notice can be made without restriction.; 14.The Non-Participating Purchaser providing a Call Back Notice and complying with all other obligations and responsibilities set forth in Resolution 2018-01 and this Attachment 1 shall be able to participate at the level equal to the capacity percentage it holds in the Bradley Lake Project (i.e.,its initial BCD Share).The BPMC shall make the necessary adjustments to the BCD Shares held by the other Participating Purchasers to accommodate the return of the Non-Participating Purchaser providing a valid Call Back Notice.Nothing in this paragraph prohibits a Non-Participating Purchaser from also acquiring additional capacity through a purchase or transfer of another Purchaser's BCD Share. 15.Any Non-Participating Purchaser (or Participating Purchaser receiving BCD Shares from a Non-Participating Purchaser through sale or transfer)providing a Call Back Notice must reimburse the Participating Purchasers then participating in the BCD Project for the equitable portion of the reasonable costs incurred to develop the BCD Project as determined by the BPMC at the time the Non-Participating Purchaser chooses to participate in the BCD Project with such reasonable development costs to include only the Non-Participating Purchaser's pro-rata share of AEA cash calls and Interest During Construction (IDC)paid up front by the Participating Purchasers and adjusted for the time value of money using a discount rate equal to the long-term financing cost for the BCD Project net the credit from the Clean Renewable Energy Bonds (CREBS).This reimbursement of costs incurred to develop the BCD Project must be paid to the Participating Purchasers by the Non-Participating Purchaser providing a Call Back Notice on or before May 1*prior to the Project Water Year in which that Non-Participating Purchaser shall be eligible to participate in the BCD Project. 16.Any action by a Purchaser that fails to conform to the procedures and requirements set forth in Resolution 2018-01 and this Attachment 1 shall be deemed void and without effect. C.BCD Project Cost Responsibility: 1.The responsibility for payment of costs shall be allocated by the BPMC to the Participating Purchasers in accordance with their respective BCD Shares,adjusted by any amount of the BCD Share from another Purchaser,if any,and/or the amount of the BCD Pool allocated from any Non-Participating Purchaser(s)("Adjusted BCD Share'). 2.Participating Purchasers will hold harmless the Non-Participating Purchasers from all the costs (including cost of financing)associated with the BCD Project,as follows: a.The Participating Purchasers,in accordance with their Adjusted BCD Shares,will pay all the costs (including cost of financing)associated with the BCD Project; {00037168.1}Page 3 of 4 -Attachment 1 to Resolution No.2018-01 The BPMC shall determine and allocate the BCD Project costs to the Participating Purchasers during the determination of the Annual Project Costs for the Bradley Lake Project; The costs associated with the BCD Project shall include an annual O&M charge as determined pursuant to Paragraph C.3 of this Attachment 1; The costs associated with the BCD Project will be invoiced to Participating Purchasers as a separate surcharge amount shown on a schedule similar in form to the Schedule C accompanying the Bradley Lake Project determinations of "Monthly Utility Contributions;” Any amounts received from Participating Purchasers for the costs associated with the BCD Project in excess of the actual costs associated with the BCD Project in each fiscal year will be distributed to the Participating Purchasers in accordance with their respective Adjusted BCD Shares for that fiscal year;and, Any additional amounts required for more than the budgeted costs associated with the BCD Project in each fiscal year shall be the responsibility of the Participating Purchasers in accordance with their respective Adjusted BCD Shares for that fiscal year. 3.The BCD Project will be charged four percent (4%)of the Bradley Lake annual O&M costs, or an amount to be determined by a study of the impacts of the BCD Project to the Bradley Lake Project,as an Annual Project Cost.The results of the study undertaken pursuant to this Paragraph C.3.of Attachment 1 will be approved in accordance with the voting requirements for Optional Project Work. D.BCD Project Water Tracking &Allocation: 1.The Operator for the Bradley Lake Project shall maintain for BPMC review and approval the methodology and procedures for the tracking and allocation of water;such approval by the BPMC shall be in accordance with the voting requirements set forth in Resolution No.2018-01. 2.A Participating Purchaser's water rights in each fiscal year from the BCD Project will be allocated based upon its Adjusted BCD Share. DATED:June 15,2018 {00037168.1}Page 4 of 4-Attachment 4 to Resolution No.2018-01 Exhibit A To ATTACHMENT 1 TO RESOLUTION NO.2018-01 OF BRADLEY LAKE PROJECT MANAGEMENT COMMITTEE Exhibit A Page 1 of 2 Example of Reallocation Process: [Note:This example,using the data associated with Chugach Electric Association,Inc.,illustrates the reallocation process with the data from the BPMC's 2018 BCD Share allocation process. Please see "Battle Creek Allocation Worksheet”prepared by Alaska Energy Authority at Page 2 of 2 of this Exhibit.] Section B.6.of Attachment 1 -Overview: The BCD Share for any Non-Participating Purchaser shall be placed into a share pool ('BCD Poo!”)and reallocated by the BPMC in accordance with the methodology set forth in Section B.8.of Attachment 1.The methodology for allocating BCD Shares of any Non- Participating Purchaser that has not been otherwise sold or transferred is,as follows: Step 1 -The respective percentage of original shares of Bradley Lake Project capacity held by each Participating Purchaser shall be divided by the total percentage of Participating Purchasers ('Allocation Percentage”).: Allocation Percentage =30.40 /57.20 =.53147 Step 2 -The Allocation Percentage shall be multiplied by the percentage of original shares of Bradley Lake Project capacity held by the total of all Non-Participating Purchasers that have not otherwise sold or transferred their BCD Shares to calculate the percentage of the reallocated amount of the Non-Participating BCD Shares ("Reallocated BCD Share').In this example,only GVEA (16.9 percent)is not participating and has not otherwise sold or transferred its BCD shares. Reallocated BCD Share =(.53147)X GVEA's BCD Share (16.9)=8.98 Step 3 -The Reallocated BCD Share for each Participating Purchaser shall be added to the BCD Share for that Participating Purchaser to achieve the total amount of percentage participating in the BCD Project ("Final BCD Share Allocation'). Final BCD Share Allocation (%)=8.98 +30.4 =39.38% ALASKA ENERGY AUTHORITY Battle Creek Allocation December 13,2017 Battle Creek Share re-Battle Creek distribution to Allocation of Bradley Percent HEA from GVEA Share Power Purchaser Shared ML&P12/13/17 Chugach Electric 30.40%30.40%8.98% Municipality of Anchorage 25.90%0.00%0.00% Homer Electric 12.00%37.90%3.55% Matanuska Electric 13.80%13.80%4.08% Golden Valley Electric 16.90%0.00%0.00% City of Seward 1.00%1.00%0.30% 100.00%83.10%16.90% Battle Creek participation prior to Dec 13th: Non-participating percent total 42.80% Participating percent total!57.20% 100.00% Battle Creek participation Dec 13th: Non-participating percent total 42.80% Participating percent total $7.20% 100.00% Exhibit A Page 2 of 2 Gross 39.38% 41.45% 17.88%. 1.30% 100.00% Bradley Lands Update Title to all federal lands that were previously part of the Bradley Lake Project have been conveyed from the United States to the State of Alaska.The final conveyances were effective May 22,2018.The earlier conveyances were effective April 20,2018. In addition,AEA has filed an appeal with FERC requesting a refund of $86,558.07.That amount represents the portion of paid FERC Land Use Fee invoice that relates to time after the state obtained title to the respective federal lands. y om ALASKA ENERGY AUTHORITY BRADLEY LAKE HYDROELECTRIC PROJECT FY 2018 3rd QUARTER REPORT REVENUES,EXPENSES &CHANGES IN SURPLUS REVENUES UTILITY CONTRIBUTIONS OTHER MISCELLANEOUS* INTEREST INCOME EXPENSES OPERATIONS RENEWAL/REPLACE (R&C REPAYMENTS) R&C INTEREST APPLIED AS REPMT NON R&C CAPITAL PURCHASES -See A1 TRANSFER TO OPERATING RESERVE DEBT SERVICE (net of Capital Reserve Reduction) TRANSFER TO ARBITRAGE CURRENT YEAR SURPLUS(DEFICIT) PRIOR YEAR SURPLUS (DEFICIT) BEGINNING SURPLUS (DEFICIT) COMMITTED CY EXP &DEBT SVC ENDING SURPLUS (DEFICIT) BALANCE SHEET ASSETS REVENUE FUND OPERATING FUND DUE FROM R&C DUE FROM AEA OTHER RECEIVABLE PREPAID LIABILITIES &SURPLUS CURRENT LIABILITIES DUE TO R&C COMMITTED CY EXP &DEBT SVC PAYABLE TO UTILITIES O&M PAYABLE TO UTILITIES R&C OTHER INFORMATION OPERATING RESERVE MONTHLY CONTRIBUTIONS *HEA sale of vehicles-AEA to return funds to utilities with year end refund FY2017 FY2018 FY2018 ACTUALS AMENDED ACTUALS BUDGET 17,172,295 19,819,362 19,819,362 --2,251 1,991,555 1,845,000 2,064,422 19,163,850 21,664,362 21,886,035 4,011,783 4,593,387 2,797,748 2,115,124 2,793,307 2,793,306 361,781 -226,762 89 1,307,000 414,131(85,531)(112,145)(112,145) 12,426,200 12,778,100 6,389,050 334,404 304,713 270,777 19,163,850 21,664,362 12,779,629 -9,106,406 -(9,106,406) 1,338,657 -9,011,604 2,431,121 -766,575 1,147,663 -440,968 --2,251 --192,1744,917,441 :10,413,572 2,546,369 -866,198 --9,106,406 1,223,409 -. 1,147,663 -440,9684,917,441 40,413,572 1,030,822 918,677 918,677 1,628,614 3,303,227 3,303,227 1 of 10 ALASKA ENERGY AUTHORITY BRADLEY LAKE HYDROELECTRIC PROJECT Other Project Costs-Battle Creek FY 2018 3rd Quarter Report Revenues,Expenses &Changes in Surplus Revenues Utility Contributions Capital Reserve Contributions Other Available Funds Interest Income Expenses Battle Creek Administrative costs Capital Purchases Transfers To(From)Operating Reserve Debt Service IRS Subsidy Cost of Issuance 9th Series Capital Reserve Contribution Transfer to Arbitrage Current Year Surplus(Deficit) Committed to CY Expense &Debt Service Ending Surplus (Deficit) Balance Sheet Assets Revenue Fund Operating Fund Due from Capital Reserve Fund Other Receivable Prepaid Liabilities &Surplus Current Liabilities Committed to CY Expense &Debt Service Payable to Utilities O&M Other Information Operating Reserve Monthly Contribution March Monthly Contribution April thru June FY2018 FY2018 Amended Actuals Budget 03/05/18 633,356 117,164 2,796,378 2,796,378 499,985 499,985 -5,050 3,929,719 3,418,577 43,800 30,179 16,500 16,500 8,760 8,760 903,064 - 21,217 21,217 2,936,378 2,796,378 3,929,719 2,873,033 -545,544 -(545,544) -584,139 -10,750 -594,889 -49,345 -545,544 =594,889 8,760 8,760 117,164 117,164 172,064 172,064 2 of 10 ALASKA ENERGY AUTHORITY BRADLEY LAKE HYDROELECTRIC PROJECT Schedule A-1 FY17 FY17 FY18 FY18CAPITALPURCHASESNOTFUNDEDBYR&C FUND BupGeT |AcTUALS |BUDGET |ACTUALS Replace Fish Water Valve Actuators 250,000 |89 225,000 231,490 Equipment storage shed (unheated bus barn)--100,000 11,646 1 ton Flatbed with Plow --65,000 - Battle Creek Bridge Repair Refurbishment (2)--182,000 - Mobil Crane 40 to 50 tons (used)--100,000 69,920 Replace Michigan Loader :-350,000 : Replace 1988 Suburban Ambulance --65,000 51,977 1/2 ton Pick up truck --35,000 33,028 Upgrade Residence kitchens/Crews Qtrs Kitchen --165,000 1,850 Replace High Bay Lighting in Power Plant --20,000 14,220 Total Non R&C Capital Purchases 250,000 89 1,307,000 414,131 3 of 10 ALASKA ENERGY AUTHORITY BRADLEY LAKE OPERATIONS &MAINTENANCE SCHEDULE B BUDGET TO ACTUAL EXPENSES FOR THE PERIOD 07/01/2017 THROUGH 03/31/2018 FY 18 FY 17 BUDGET & FY18 Appraved 07/01/2017 -(Over)Under FY17 Approved Budget 03/31/2018 HEA Actual CEA Actual AEA Actual Total Actual |Budget to Date Budget FY37 Actual Summary by expense type Labor &Benefits 1,889,814 1,417,365 1,067,475 101,424 -1,168,900 248,465 2,005,079 1,533,371 Travel 76,950 $7,713 5,646 1,701 -7,347 50,366 132,950 27,009 Training 49,300 36,975 8,571 ::8,571 28,404 49,300 35,736 Contractual 841,062 630,797 249,373 :215,978 465,352 165,445 1,217,418 850,184 Supplies &Materials 183,345 137,509 96,220 2,005 -98,225 39,284 229,358 113,150 Other Costs 387,818 290,864 26,772 30,457 150,810 208,039 82,825 381,744 297,447 Equi Furniture and Machinery 7,000 5,250 5,524 795 -6,319 (1,069)11,500 10,137 Maintenance Projects :--800 -800 (800)-a Administrative Costs 1,158,098 868,574 36,899 :797,297 834,196 34,378 1,126,761 1,144,749 4,593,387 3,445,047 1,496,480 137,182 1,164,085 2,797,748 647,299 5,154,110 4,011,783 FERC 535 -Operation Supervision &Engineering Operations Sup/Eng Bradley Lake Operating Labor &Benefits 265,587 199,190 196,952 ::196,952 2,238 299,649 266,820 Travel 10,450 7,838 422 :-422 7,416 10,450 9,452 Training 9,300 6,975 2,121 -:2,121 4,854 9,300 11,171 Contractual 1,000 750 121 ::121 629 1,400 300 Supplies &Materials 4,000 3,000 1,472 --1,472 1,528 4,100 5,781 Bradley Lake Operating Total 290,337 217,753 201,087 --201,087 16,666 324,899 293,523 FERC 535 -Operation Supervision &Engineering Total 290,337 217,753 201,087 --201,087 16,666 324,899 293,523 FERC 537 -Hydraulic Expenses Hydraulic Expenses Bradley Lake Operating Labor &Benefits 94,453 70,840 $1,541 --51,541 19,299 92,748 65,670 Contractual 2,000 1,500 .:--1,500 4,000 §,647 Supplies &Materials 2,000 1,500 540 --540 960 2,900 886 Bradley Lake Operating Total 98,453 73,840 52,081 °.52,081 21,759 99,645 72,202 FERC 537 -Hydraulic Expenses Total 98,453 73,840 52,081 .*52,081 21,759 99,645 72,202 FERC 538 -Electric Expenses Electric Expenses Bradley Lake Operating Labor &Benefits 232,294 174,221 153,055 ::153,055 21,166 242,940 193,058 Travel 7,000 $,250 5,224 --§,224 26 7,000 8,638 Training 25,000 18,750 231 *-231 18,519 25,000 23,737 Contractual 2,000 1,500 1,400 --1,400 100 2,000 1,400 Supplies &Materials 9,732 7,299 59 --59 7,240 8,500 4,672 Bradley Lake Operating Total 276,026 207,020 159,969 --159,969 47,051 285,440 231,505 FERC 538 -Electric Expenses Total 276,026 207,020 159,969 *.159,969 47,051 285,440 231,505 FERC 539-Misc.Hydraulic Power ion Exp Misc Hydro Power Exp Bradley Lake Operating Labor &Benefits 179,530 134,648 120,458 :-120,458 14,190 178,991 137,740 Training 15,000 11,250 6,219 -:6,219 5,031 15,000 829 Contractual 287,525 215,644 133,824 -:133,824 81,820 297,048 214,899 Supplies &Materials 17,300 13,425 11,838 --11,838 1,587 17,900 19,695 Bradley Lake Operating Tota!499,955 374,967 272,339 --272,339 102,628 508,939 373,163 BRADLEY CIRCUITS/RADIO TO BERNICE LK Other Costs 35,695 26,771 26,772 --26,772 (1)35,695 35,696 BRADLEY CIRCUITS/RADIO TO BERNICE LK Total 35,695 26,771 26,772 :-26,772 (1)35,695 35,696 BRADLEY CIRCUITS BERNICE LK TO ANCH Other Costs 29,773 22,330 :22,273 -22,273 87 29,773 29,540 GRADLEY CIRCUITS BERNICE LK TO ANCH Total 29,773 22,330 :22,273 *22,273 57 29,773 29,540 FERC 539 -Misc.Hydraulic Power Generation Expenses Total 565,423 424,068 299,111 22,273 -321,384 102,684 574,407 438,398 FERC 540 -Rents FERC Land Use Fee Bradley Lake Operating Other Costs 318,000 238,500 -:150,810 150,810 87,690 312,176 230,614 Bradley Lake Operating Total 318,000 238,500 --150,810 150,810 87,690 312,176 230,614 FERC 540 -Rents Total 318,000 238,500 .-150,810 150,810 87,690 312,176 230,614 FERC 541 -Maintenance Supervision &Engineering Maint Supervision/Eng Bradley Lake Operating Labor &Benefits 272,586 204,440 197,804 :-197,804 6,636 224,283 229,602 Bradley Lake Operating Total 272,586 204,440 197,804 -197,804 6,636 224,283 229,602 FERC 541 -Maintenance Supervision &Engineering Total 272,586 204,440 197,804 *-197,804 6,636 224,283 229,602 4of 10 ALASKA ENERGY AUTHORITY BRADLEY LAKE OPERATIONS &MAINTENANCE SCHEDULE B BUDGET TO ACTUAL EXPENSES FOR THE PERIOD 07/01/2017 THROUGH 03/31/2018 FY 18 FY 17 BUDGET % FY18 Approved 07/01/2017 -(Over)Under FY17 Approved Budget 03/31/2018 HEA Actual CEA Actual AEA Actual Total Actual |Budget to Date Budget FY17 Actual FERC 542 -Maintenance of Structures Maintenance of Structures Bradley Lake Operating Labor &Benefits 94,453 70,840 52,351 -:§2,351 18,489 92,746 65,629 Contractual 10,000 7,500 ::-:7,500 10,000 : Supplies &Materials 53,713 40,285 27,467 --27,467 12,818 53,713 42,233 Equipment,Furniture and Machinery 7,000 5,250 5,524 --5,524 {274)11,500 8,318 Bradley Lake Operating Total 165,166 123,875 85,342 :-85,342 38,533 167,959 116,180 FERC 542 -Maintenance of Structures Total 165,166 123,875 85,342 *.85,342 38,533 167,959 116,180 FERC 543 -Maintenance of Reservoirs,Dams &Waterways Maint Res,Dams,WWays Bradley Lake Operating Labor &Benefits 50,610 37,958 9,100 ::9,100 28,858 50,409 50,035 Contractual 6,500 4,875 °:::4,875 5,200 63,704 Bradley Lake Operating Total §7,110 42,833 9,100 --9,100 33,733 55,609 113,739 BRADLEY NUKA REPAIR Contractual 15,000 11,250 >---11,250 15,000 980 BRADLEY NUKA REPAIR Total 15,000 11,250 :--:11,250 15,000 980 BRADLEY POWER TUNNEL MAINT (Dam) Contractual 15,000 11,250 --:.11,250 15,000 9,431 BRADLEY POWER TUNNEL MAINT (Dam)Total 15,000 11,250 .--*11,250 15,000 9,431 FERC $43 -Maintenance of Reservoirs,Dams &Waterways Tot 87,110 65,333 9,100 °*9,100 $6,233 85,609 124,151 FERC 544 -Maintenance of Electric Plant Maintenance of Elec Plant Bradley Lake Operating Labor &Benefits 379,102 284,327 204,101 -:204,101 80,226 370,983 266,161 Travel 4,500 3,375 ---a 3,375 4,500 740 Contractual 70,000 52,500 52,657 ::52,657 {157}79,000 36,844 Supplies &Materials 20,000 15,000 8,918 ::8,918 6,082 27,245 13,081 Bradley Lake Operating Total 473,602 355,202 265,675 bd i 265,675 89,527 481,728 316,825 FERC 544 -Maintenance of Electric Plant Total 473,602 355,202 265,675 .-265,675 89,527 481,728 316,825 FERC 545 -of Misc,Hy lic Plant Maint of Misc Hydr Plant Bradley Lake Operating Labor &Benefits 94,453 70,840 $4,748 -:54,748 16,092 92,746 66,129 Contractual 3,900 2,925 2,009 -:2,009 916 3,900 5,274 Supplies &Materials 35,000 26,250 44,582 :-44,582 (18,332)43,000 20,631 Bradley Lake Operating Total 133,353 100,015 101,339 --101,339 (1,324)139,646 92,033 BRADLEY FISH WATER DSGN/MIDDLE FORK SHACK IMPR Contractual :::::::20,000 : Supplies &Materials --1,345 --1,345 (1,345)-: BRADLEY FISH WATER DSGN/MIDDLE FORK SHACK IMPR Tq a :1,345 :*1,345 {1,345}20,000 = FERC 545 -Maintenance of Misc.Hydraulic Plant Total 133,353 100,015 102,684 -:102,684 (2,669)159,646 92,033 FERC 556 -System Control &Load Dispatching System Cnt]&Load Disp Bradley Lake Operating Labor &Benefits 20,618 15,464 25,878 ::25,878 (10,414)49,502 27,294 Contractual $3,000 39,750 15,282 :-15,282 24,468 60,500 66,135 Supplies &Materials 6,000 4,500 ----4,500 6,000 2,229 Bradley Lake Operating Total 79,618 59,714 41,161 bd -41,161 18,553 116,002 95,657 Snow Measurement Bradley Lake Operating Contractual 10,000 7,500 :-10,000 10,000 (2,500),10,000 10,000 Bradley Lake Operating Total 10,000 7,500 ::10,000 10,000 (2,500)10,000 10,000 Selsmic Service Bradley Lake Operating Contractual 62,000 46,500 --46,126 46,126 374 60,370 61,358 Bradley Lake Operating Total 62,000 46,500 -:46,126 46,126 374 60,370 61,358 Streamguaging Serv Bradley Lake Operating Contractual 213,137 159,853 ::159,853 159,853 0 310,000 157,164 Bradley Lake Operating Total 213,137 159,853 :-159,853 159,853 i!)310,000 157,164 Permits Bradiey Lake Operating Other Costs 350 263 ---:263 100 450 Bradley Lake Operating Total 350 263 :---263 100 450 FERC 556 -System Control &Load Dispatching Totat 365,105 273,830 41,161 :215,978 257,139 16,691 496,472 324,629 5 of 10 ALASKA ENERGY AUTHORITY BRADLEY LAKE OPERATIONS &MAINTENANCE SCHEDULE B BUDGET TO ACTUAL EXPENSES FOR THE PERIOD 07/01/2017 THROUGH 03/31/2018 FY 18 FY 17 BUDGET % FY18 Approved 07/01/2017 -(Over)Under FY17 Approved Budget 03/31/2018 HEA Actual CEA Actual AEA Actual Total Actual |Budget to Date Budget FY17 Actual FERC 562 -Station Expenses Station Expenses Bradley Lake Operating Labor &Benefits 123,726 92,795 1,487 101,424 :102,911 (10,116)130,414 151,868 Travel 6,000 4,500 :1,701 :1,701 2,799 6,000 : Contractual 4,000 3,000 ----3,000 4,000 3,447 Supplies &Materials 16,000 12,000 -2,005 -2,005 9,995 16,000 3,848 Other Costs 4,000 3,000 bd 8,184 -8,184 {5,184},4,000 1,148 Equipment,Furniture and Machinery --:795 -795 (795)-: Maintenance Projects :-:800 :800 (800)-* Bradley Lake Operating Total 153,726 115,295 1,487 *114,909 -116,396 (1,101)160,414 160,311 FERC S62 -Station Expenses Total 153,726 115,295 1,487 114,909 :116,396 (1,101)160,414 160,311 FERC 571 -Maintenance of Overhead Lines Maint of OH Lines Bradley Lake Operating Labor &Benefits 82,402 61,802 :-*-61,802 179,671 7,014 Travel 49,000 36,750 ::*.36,750 95,000 8,179 Contractual 86,000 64,500 43,998 :a 43,998 20,502 50,000 Supplies &Materials 19,000 14,250 ::-:14,250 $0,000 95 Equipment,Furniture and Machinery ::-=::z 584 Bradley Lake Operating Total 236,402 177,302 43,998 °:43,998 133,304 374,671 15,872 BRADLEY JUNCTION SWITCH REMOVAL Travel :::-:-:5,000 : Contractual :::::::70,000 73,076 BRADLEY JUNCTION SWITCH REMOVAL Total :-:---:75,000 73,076 BRADLEY MARKER BALL REPLACEMENT Labor &Benefits :::id -:-:6,352 Travel --.-o -2 5,000 - Contractual :-83 --83 (83)200,000 140,526 Equipment,Furniture and Machinery --.:::::1,235 BRADLEY MARKER BALL REPLACEMENT Total ::83 --83 (83)205,000 148,113 FERC 571 -Maintenance of Overhead Lines Total 236,402 177,302 44,081 --44,081 133,221 654,671 237,061 FERC 920 &930 -Administrative Expense AEA Bradley Fixed Admin Fees Bradley Lake Operating Administrative Costs 200,000 150,000 :-150,000 150,000 0 200,000 200,000 Bradley Lake Operating Tota!200,000 150,000 :-150,000 150,000 0 200,000 200,000 Operating Committee Exp-Audit Bradley Lake Operating Administrative Costs 16,800 12,600 --16,800 16,800 {4,200}16,494 16,500 Bradley Lake Operating Total 16,800 12,600 --16,800 16,800 (4,200)16,494 16,500 Operating Committee Exp-Legal Bradley Lake Operating Administrative Costs 25,000 18,750 :-87,611 87,611 {68,861)25,000 57,444 Bradley Lake Operating Total 25,000 18,750 ::87,611 87,621 (68,861)25,000 57,444 Operat Committee Exp-Arbitrage Bradley Lake Operating Administrative Costs 3,380 2,535 -::-2,535 3,630 3,630 Bradley Lake Operating Totat 3,380 2,535 :---2,535 3,630 3,630 Trust &Account Fees Bradley Lake Operating Administrative Costs 11,918 8,939 ::11,918 11,918 (2,979)12,000 11,918 Bradley Lake Operating Totat 11,918 8,939 --11,918 11,918 {2,979)12,000 11,918 Misc Admin Bradley Lake Operating Administrative Costs 10,000 7,500 :-10,350 10,350 (2,850)-10,000 Bradley Lake Operating Total 10,000 7,500 --10,350 10,350 (2,850)-10,000 FERC 920 &930 -Administrative Expense Total 267,098 200,324 .-276,679 276,679 (76,355)257,124 299,492 FERC 924 &925 -insurance Premiums Insurance Premiums Bradley Lake Operating Administrative Costs 581,000 435,750 36,899 :438,741 475,640 (39,890)564,637 554,670 Bradley Lake Operating Total 581,000 435,750 36,899 -438,741 475,640 (39,890)564,637 554,670 FERC 924 &925 -Insurance Premiums Totat 581,000 435,750 36,899 -438,741 475,640 (39,890)564,637 554,670 6 of 10 ALASKA ENERGY AUTHORITY BRADLEY LAKE OPERATIONS &MAINTENANCE SCHEDULE B BUDGET TO ACTUAL EXPENSES FOR THE PERIOD 07/01/2017 THROUGH 03/31/2018 FY 18 FY17 BUDGET % FY18 Approved 07/01/2017 -(Over)Under FY17 Approved Budget 03/31/2018 HEA Actual CEA Actual AEA Actual Total Actual |Budget to Date Budget FY17 Actual FERC 928 -Regulatory C E FERC Admin Fees Bradley Lake Operating Administrative Costs 185,000 138,750 --::138,750 180,000 122,210 Bradley Lake Operating Total 185,000 138,750 ::*-138,750 180,000 122,210 FERC Related Prof Services BRADLEY FERC PART 12 INSPECTION Administrative Costs --=--::25,000 24,113 BRADLEY FERC PART 12 INSPECTION Total :::.--25,000 24,113 BRADLEY CONTRACTUAL ENGINEER-FERC LICENSE ISSUES Administrative Costs 125,000 93,750 --81,877 81,877 11,873 100,000 144,264 BRADLEY CONTRACTUAL ENGINEER-FERC LICENSE ISSUES T.125,000 93,750 :-81,877 81,877 11,873 100,000 144,264 FERC 928 -¥C Pp Total 310,000 232,500 --81,877 81,877 150,623 305,000 290,586 Total Bradley Lake Budget 4,593,387 3,445,047 1,496,480 137,182 1,164,085 2,797,748 647,299 5,154,110 4,011,783 7 of 10 BRADLEY LAKE R&C FUND DISBURSEMENTS AND REPAYMENTS SCHEDULE D Actual Actual Actual Actual Budget FY17 TO REPAY @ 3/31/18 TO REPAY FY18 Description Expense 6/30/2017 Expense 6/30/2018 R&C FUND PROJECTS Governor 0.00 4,052,070.14 0.00 4,052,070.14 0.00 Replace RFLS 0.00 251,092.69 0.00 251,092.69 0.00 Replace Runners 0.00 1,946,732.79 0.00 4,946,732.79 0.00 Replace cable from dam to power house 0.00 2,321,922.94 0.00 2,321,922.94 0.00 Replace power system stabilizer 0.00 619,205.10 0.00 619,205.10 0.00 Replace two RTUs 0.00 86,905.27 0.00 86,905.27 0.00 Culvert Repairs 0.00 675,966.79 0.00 675,966.79 0.00 Tower Repair for Jack Frost Heaves 0.00 887,596.62 0.00 887,596.62 0.00 Replace Plant and SCADA Controls 0.00 1,344,683.05 0.00 1,344,683.05 0.00 Vibration Monitoring System 0.00 490.00 0.00 490.00 0.00 Fire Alarm System Replacement 0.00 0.00 0.00 0.00 350,000.00 Battle Creek Diversion 25,982.26 1,170,000.00 0.00 1,170,000.00 0.00 Bradiey Replace Electro-Mechanical Relays 0.00 1,277,197.06 0.00 1,277,197.06 0.00 Fishwater Screen Debris Removal 0.00 312,236.43 0.00 312,236.43 0.00 Turbine Nozzel Repair 12,203.01 1,428,861.07 0.00 1,428,861.07 0.00 Spillway Raise 0.00 0.00 0.00 0.00 350,000.00 SVC replacement Daves Creek |Soldotna §,606,007.81 7,176,585.15 1,341,405.96 8,517,991.11 1,360,400.00 §,644,193.08 |23,551,545.10 1,341,405.96 |24,892,951.06 2,060,400.00 Current Year R&C Repayment (3,262,788.00)(2,793,306.00) Adjust to balance to $5million 0.00 0.00 Interest in Fund Applied to Repayment (361,780.54)(226,762.15)| Net Transfer from Revenue Fund (3,624,568.54)(3,020,068.15) Cumulative Prior Years R&C Repayments (15,409,249.92)(17,886,155.09) Due Back to Utilities 1,147,663.37 440,967.69 Adjust Due to R&C Actual 0.00 0.00 (14,261,586.55)(17,445,187.40) NET DUE TO R&C FUND 5,665,390.01 4,427,695.51 R&C FUND CASH FLOW PROJECTION Beginning Investment Balance §,623,509.49 3,219,624.39 Disbursements-current year -Accrual (2,906,842.05)(1,291 540.73) Disbursements-prior year accrued (2,065,650.48)(2,737,351.03) Utilities'R&C Repayment (1,055,961.11)(1,147,663.37) Net other cash inflow(outflow)0.00 0.00 Current year interest earnings 361,780.54 226,762.15 Participants Contributions to R&C Fund 3,262,788.00 2,793,306.00 Ending Investment Balance 3,219,624.39 1,063,137.41 Accrued Due to Utilities (1,147,663.37)(440,967.69) Accrued R&C vendor Payable at Year End (2,737,354 03)(49,865.23) PROJECTED NET DUE +ENDING INVESTMENT BALANCE 5,000,000.00 5,000,000.00 REPAYMENT AMOUNT $3,330,802.80 x 25%yr 1 |32%yr 2 |25%yr 3 |18%yr 4 2nd yr 1,065,856.90 [3rd yr 832,700.70 832,700.70 $5,644,193.08 x 25%all 4 years 1st yr 1,411,048.27 |2nd yr 1,411,048.27 1,445,505.93 $1,341,405.96 x 25%all 4 years 1st yr 335,351.49 515,100.00 2,476,905.17 2,579,100.46 2,793,306.63 8 of 10 ALASKA ENERGY AUTHORITY BRADLEY LAKE HYDROELECTRIC PROJECT Battle Creek Capital Purchases Schedule E Expenses for the period 07/01/17 through 03/31/18 .FY17 FY18 FY18BattleCreekCapitalPurchasesACTUALS|BUDGET |ACTUALS Used 2007 Chevrolet Silverado 8,800 8,800 Used 2006 Chevrolet Silverado 7,700 7,700 Total Revenue Fund Capital Purchases -16,500 16,500 9 of 10 ALASKA ENERGY AUTHORITY BRADLEY LAKE HYDROELECTRIC PROJECT Battle Creek Administrative Costs Schedule F Expenses for the period 07/01/17 through 03/31/18 FY 18 FY18 BUDGET % Approved 07/01/2017 -(Over)Under Budget 3/31/2018 HEA Actual AEA Actual Total Actual |Budget to Date Summary by expense type Administrative Costs 43,000 21,900 -30,179 30,179 (8,279) 43,000 21,900 .30,179 30,179 (8,279) |FERC 920 &930 -Administrative Expense Battle Creek Admin Fees Administrative Costs 22,000 11,000 -11,000 11,000 - Battle Creek Admin Fees Total 22,000 11,000 -11,000 11,000 - Operating Committee Exp-Legal Administrative Costs 15,000 7,500 -11,973 11,973 (4,473) Operating Committee Exp-Legal Total 15,000 7,500 -11,973 11,973 (4,473) Operat Committee Exp-Arbitrage Administrative Costs 2,000 1,000 --1,000 Operat Committee Exp-Arbitrage Total 2,000 1,000 ---1,000 Trust &Account Fees Administrative Costs 4,300 2,150 -7,185 7,185 (5,035) Trust &Account Fees Total 4,300 2,150 -7,185 7,185 (5,035) Operat Committee Exp-Other Administrative Costs 500 250 -21 21 229 Operat Committee Exp-Other Total 500 250 -21 21 229 JFERC 920 &930 -Administrative Expense Total 43,800 21,900 -30,179 30,179 (8,279) Total 43,800 21,900 .30,179 30,179 (8,279) 10 of 10 Bradley O&D Report to the BPMC June 15,2018 1.Project Dynamic Scheduling update a.Chugach modified Scada AGC logic that provides dynamic scheduling capabilities to the Bradley Participants.They have activated "External Mode”within their AGC to accommodate the desired dynamic scheduling requirement the Participants requested. b.The requirement for Chugach to be regulating with Bradley Lake to allow others to dynamically schedule the project is no longer required.Any Participant that has the ability to dynamically schedule their capacity share of the Project can now do so regardless of Chugach's decision to regulate with Bradley. c.It was noted the Chugach's AGC must be in tie-line-bias to facilitate dynamic scheduling. d.Chugach to provide a written description of the new dynamic schedule process. 2.Project valuation Study a.The Bradley O&D recommended that AEA perform a current replacement cost study for the Bradley Project.The last study was performed January 2009.AEA is working with ARECA to determine cost of study for BPMC consideration. 6B oe Bradley Lake Operator Report BPMC June15,2018 Unit Statistics:as of 05/31/2018 Generation Unit 1 (MWhrs)Unit 2 (MWhrs)Total (MWhrs) May 2018 18,552 12577 31,129 Hydraulics Avg.Lake Level (ft.)Usage (ac ft.)Fish water (ac ft.) May 2018 1100.7 30,974 145.1 AVG Lake Level -1100.00'as of May 31,2018 Capital Projects: 1) 2) 3) 4) 5) 6) 7) 8) 9) Battle Creek is well underway -Multiple barges and equipment have continued to arrive at the Bradley dock.Orion has been excellent at allowing Bradley to piggyback on available barge space. Fish Water Control Automation --We are continuing working with EMERSON on automation of the fish water release controls.FAT is to occur on July 2 and 3'¢. Road to the Dam -GMC (Orion subcontractor)has graded the original road and it is in better shape than it has been in years.We have to exercise caution with the fiber and power cable buried in the road because it is not full depth burial in certain locations. Public Dock -The floating dock is closed during construction of Battle Creek. Loader Purchase -The new CAT Loader was brought from Anchorage on the Orion barge in May. Training -CAT also came to site and provided training on the new piece of equipment. Rebate -since the new CAT loader was brought from Anchorage by Barge,CAT provided a rebate on the contract purchase price. The old Michigan loader -was sold to Orion for $15,000 where is as is,thus saving on any future barging costs. Cooperation with Orion -Orion has backhauled a bunch of Bradley trash to the landfill in Homer on the Orion barges returning from Bradley Lake. Bradley Lake Operator Report Page 1 10)ROW Inspection -right of way inspection was preformed on the Bradley Lake transmission line.All was good except (see photo). Operations,Maintenance,and Inspections: 1)Operations-Operations at the Plant were normal with nothing extraordinary to report. 2)Unit availability-Unit 1 100%,Unit 2 100%. 3)Safety Meeting -We held our monthly safety meeting. 4)Training -training on the new loader. 5)Fire System -Bradley conducted the annual fire system inspection. 6)EMERSON -was on site and we did tuning of the two governors.They are now set to 4%droop.We are actually waiting for a frequency event so we can observe the effect of the tuning. 7)Equipment Storage Building -The bids have been received for the equipment storage building and that contract snould be awarded soon. 8)Flight Coordination --Flights have kept Bradley very busy with over 93 flights in the month of May. Line Inspection Photo Bradley Lake Operator Report Page 2 Bradley Lake Project Management Committee -Alaska Online Public Notices Page 1 of 1 STATUS:Active Bradley Lake Project Management Committee ALASKA ENERGY AUTHORITY (AEA) Bradley Lake Project Management Committee Notice is hereby given that the Bradley Lake Project Management Committee will hold a regular meeting on Friday,June 15,2018 at 10:00 a.m.For additional information contact Teri Webster at 907-771-3074. This meeting will be conducted by electronic media pursuant to AS 44.62.310 at the following location: Alaska Energy Authority Board Conference Room,813 West Northern Lights Boulevard,Anchorage,Alaska; A teleconference line has been set up for those unable to attend in person,Dial 1-888-585-9008,Enter Code 467-050-1262. The public is invited to attend.The State of Alaska (AEA)complies with Title ll of the Americans with Disabilities Act of 1990.Disabled persons requiring special modifications to participate should contact AEA staff at 907- 771-3074 to make arrangements. Attachments,History,Details Attachments BPMC Agenda.pdf Revision History Created 6/14/2018 8:57:17 AM by tawebster https://aws.state.ak.us/OnlinePublicNotices/Notices/View.aspx?id=190395 Details Department: Category: Sub-Category: Location(s): Project/Regulation #: Publish Date: Archive Date: Events/Deadlines: Commerce,Community and Economic Development Public Notices Statewide 6/14/2018 6/16/2018 6/14/2018 11. 12. BRADLEY LAKE PROJECT MANAGEMENT COMMITTEE REGULAR MEETING 4)v Friday,June 15,2018 10:00 A.M. Alaska Energy Authority,Board Room 813 W.Northern Lights Boulevard,Anchorage,Alaska To participate VIA TELECONFERENCE-1-888-585-9008 -Conference room code 467-050-126 AGENDA CALL TO ORDER ROLL CALL FOR COMMITTEE MEMBERS PUBLIC ROLL CALL PUBLIC COMMENTS AGENDA APPROVAL PRIOR MINUTES --April 20,2018 NEW BUSINESS Battle Creek Construction Update AEA Approve Battle Creek Owners'Rep Budget and Contract HEA Resolution 2018-01 Battle Creek Project Share Allocation A B C.Bradley Operator RFP update AEA D E Bradley Lands Update AEA REPORTS A.Budget to Actual Report Budget Subcommittee B.O&D Report J Warner C.Operators Report HEA COMMITTEE ASSIGNMENTS MEMBERS COMMENTS NEXT MEETING DATE -July 20,2018 ADJOURNMENT Bradley Lake Project Management Committee Friday,June 15,2018 **PLEASE WRITE LEGIBLY** NAME ORGANIZATION Kw Giloso)ARG JT RMC ladenna Lr nolen AceuTeyreTWfarctPanc op Rehen thse/Fyere &y Lngrneerin¢ZrIc Beawté Sith DUuBrse Larry Tergeuse HEA BU pe KWdle wD Chhocc Bran Bela AesStefSaldarhACO Borges Cnrey Hea Llad ei fterer MEL "Paolo Lave HEA Bedi'Yoh Ronrh Cheech Onn Tree iS faraBrodFSoorscheWe Da Sotd Gatoer ATyre;wales REPeteWan ATTENDANCE -BPMC MEETING,June %:COMMITTEEMEMBERS ALTERNATEi:Cory Borgeson,Chair set ae -_Leo Quiachon 7 Phe : .Lee Thibert,Vice Chair -WA CEA Burke Wick |/J.eea:Brad Janorschke Aa HEA Bob Day WAyyBryanCarey,Secretary/T reasurer AAEA _Janet Reiserae:Tony !zzo MEA "Tony Zellers :: |Mark JcJohnston -_:Y MLP |Jeff Warner S/d oe -ohn Foutz 10:23 anew SM .oo Public Members|oo COUNSEL CEA |Brian Hickey (CEA)|__|Kirk Gibson,McDowell Rackner&Gibsonwai/|Z|PC -Mark-dohrson (CEA)oO i L{Brian Bjorkquist,Dept.of Law :__.....,ShettiHligher (CEA)_ib i”Shefan Saldanha-deotoftaoPaulRisse(CEA)AEA ,Brenda Applegate /Josh Resnick (CEA)J a Amy Adler J : HEA op Rich BiBaldwin (HEA)|a socelyn Gardner J oO ; a |,Alan Owens (HEA)Ss -_a ZO Brandi White foLY!Emily Hutchinson(HEA)/:|CarmernNoble ov "Larry JoJorgensen (HEA)/_--|VACeri Webster af ee Steve Canon (HEA)|Tom Erickson / MLP -Anna Henderson (MLP)|Davitrtoekeard ||Molly Morrison(MLP)a Kink Warren OO GVEA _|Ron Woolf (GVEA)__Jessica Housten - -|Pete Sarauer (GVEA)-_-|Katie Conway MEA "Jim Brooks (MEA)OS 'i OO a David Pease(MEA)7 re -YNMatt Reisterer (MEA)J 7 oo 'Ed Jenkins (MEA)ee Public |v4"Bernie Smith J.a Crystal Enkvist (APA)Mel Hutchinson (APA)"TW PatchEricMyers (American Transmission Co)oy BALEcmgyoe nnnSa BRADLEY LAKE PROJECT MANAGEMENT COMMITTEE v3 First Second First Second First Second First secghdBPMC6/15/18 Yor [aw _|lOee [yorR lea)[ee / 1 Roll Call Agenda Minutes BCD Owners Rep budget 2018-01 Bi :Share Roll call from top to bottom ending with Chair and Contract Allocation Yes No Yes No Yes No Yes No Yes/_No A Matanuska Electric Association uv \(c a Chugach Electric Association "w\MAS a . v-YN NCityofSeward10°.>By WoL -(ay " AY Golden Valley Electric Association " Ao 44 Municipal Light &Power WA " Homer Electric Association WA " Alaska Energy Authority /4 Bone mo.one ae ms -cae Porras cate Nomains alm SO aR eth ete at ee eas."wae.oe w First Second First Second First Second First Second First Second Roll call from top to bottom ending with Chair Yes No Yes No Yes No Yes No Yes No Matanuska Electric Association Chugach Electric Association City of Seward Golden Valley Electric Association Municipal Light &Power Homer Electric Association Alaska Energy Authority Next Meeting:7/20/18 Pr[ML4CEAHsalelawAyby-ow(eviLegad Bradley Lake Project Management Committee [June 15,2018] MOTION Cory hereby MOVES that the BPMC approve the Consulting Services Agreement (Agreement)between Homer Electric Association,Inc.and Energy Engineering,Inc.,for monitoring and oversight of the Battle Creek Diversion Project (BCDProject)and authorize and approve the cost of the fendas representative (estimated tobe$40 D00 )for oversight of the BCD Project during FY 2018 pursuant to theAgreementtobepaidoutoftheBPMCFY2018BCDProjectbudget.The costs associate with the BCD Project shall be allocated to those Purchasers choosing to participate in the BCD Project in accordance with BPMC Resolution 2017-02 as may be amended. dnd Lee {00038825.1} 4B Homer Electric Association,Inc. Corporate Office Central Peninsula Service Center 3977 Lake Street 280 Airport Way Homer,Alaska 99603-7680 Kenai,Alaska 99611-5280 Phone (907)235-8551 Phone (907)283-5831 FAX (907)235-3313 FAX (907)283-7122 CONSULTING SERVICES AGREEMENT This Consulting Services Agreement (Agreement”),datedthis__day of May,2018 ("Effective Date”),is made by and between HOMER ELECTRIC ASSOCIATION,INC.of 3977 Lake St.,Homer,Alaska ("HEA”)and ENERGY ENGINEERING,INC.whose address is 4510 S.GLENVIEW PLACE,RAPID CITY,SD 57702 (the "Consultant”).HEA and Consultant may hereinafter be referred to individually as "Party”or joint as "Parties.” RECITALS A.The Alaska Energy Authority ("AEA”)owns the Bradley Lake Hydroelectric Project ("Bradley Lake Project”). B.Chugach Electric Association,Inc.,Golden Valley Electric Association,Inc.,Homer Electric Association,Inc.,the Municipality of Anchorage d/b/a Municipal Light and Power,Matanuska Electric Association,Inc.,and the City of Seward,are the purchasers of the power generated by Bradley Lake Project under the Power Sales Agreement (hereinafter these utilities are referred to jointly as the "Purchasers”); C.The Purchasers along with the AEA constitute the Bradley Lake Project Management Committee (""BPMC”); D.The BPMC has authorized work to commence on the Battle Creek Diversion Project ("BCD Project”)as Optional Project Work under the Power Sales Agreement; E.AEA is managing the work on the BCD Project; F.The BPMC is desirous of having its own representative monitor and provide oversight of the development and construction of the BCD Project; G.HEA is entering into this Agreement with Consultant on behalf of the BPMC;and, H.HEA and Consultant are entering into this Agreement to set forth the terms and conditions under which Consultant will monitor and provide oversight of the BCD Project as BPMC Representative. {00038812.1}Page 1 of 7-CONSULTING SERVICES AGREEMENT AGREEMENT In consideration of the mutual covenants herein contained,the Parties agree as follows: SECTION 1 -GENERAL The Consultant shall render diligently and competently all services described in the Contract Documents in accordance with the terms of the Contract Documents (the "Work”). The enumeration of specific duties and obligations of the Consultant in the Contract Documents shall not be construed to limit the general undertakings of the Consultant in fulfilling its duties as BPMC Representative for the BCD Project. Consultant represents and warrants that it is an experienced professional organization having experience in consulting,project planning,project development,project management, and construction of power generation projects and most important,with specific expertise with civil construction and hydro power generation facilities.This Agreement is for project management services only and does not involve professional engineering services or design. SECTION 2 -CONTRACT DOCUMENTS The Contract Documents constitute the entire agreement between HEA and Consultant and are identified as follows: 2.1 This Agreement,along with any supplementary agreements and conditions which are referenced and incorporated in this Agreement; 2.2 Attachment A to this Agreement -Scope of Work:BPMC Representative to the BCD Project; 2.3 Any Task Order(s)which may be attached to this Agreement or may be issued which reference this Agreement;and 2.4 .Written work change orders issued or to be issued which reference this Agreement. The Parties intend that the Contract Documents include provisions for all labor, materials,equipment,supplies,terms and conditions of payment,and other items necessary for the execution and completion of the Work.Each of the Contract Documents is hereby incorporated and made part of this Agreement.The terms and conditions of the Contract Documents shall be interpreted and construed as compatible to the extent practicable.In the event of conflicting terms or provisions in the Contract Documents,the Contract Documents shall be governed by the terms and conditions set {00038812.1}Page 2 of 7-CONSULTING SERVICES AGREEMENT forth in the Contract Documents in the order of precedence in which they are listed in this Section. SECTION 3 -COMPENSATION HEA will pay the Consultant for services to be performed under this Agreement in accordance with the rates and charges set forth in the Estimated Costs section of Attachment A,Scope of Work:BPMC Representative to the BCD Project. SECTION 4 -DAMAGES The time of completion of the Work is of the essence.Because of the uncertainties attendant upon the Work,no liquidated damages can be reasonably estimated,and HEA's remedy for damages arising from Consultant's negligence will be limited to the amounts required to be covered by insurance,and for damages arising from breach of contract will be limited to the amount paid Consultant under this Agreement; provided,however that this limitation shall not apply to damages for any breach of Consultant's obligation under Section 5.5. SECTION 5 -INSURANCE. 5.1:Coverage,Duration.Consultant,at its sole cost,shall purchase and maintain no less than the types and amounts of insurance with coverages,endorsements,waivers, and limits as described in this Section 5.Except as otherwise provided,said insurance is to be maintained in full force and effect beginning prior to commencing services and ending on:(i)the date of Completion of the Project;or (ii)two (2)years after the date of any termination of the services. 5.2:Primary Insurance Coverage Requirement.All insurance required to be maintained by Consultant shall be primary to any and all insurance (including self insurance)obtained or maintained by,or otherwise available to,HEA and all policies shall be endorsed accordingly.The insurance maintained by HEA (or any member of the BPMC),shall not be called upon to contribute or participate with Consultant's insurance for any reason. 5.3:Evidence of Insurance and Renewals.Consultant shall provide evidence satisfactory to HEA that all insurance policies and coverages required by this Agreement have been procured from and/or established with companies acceptable to HEA.Such evidence may take the form of certificate(s),endorsement(s),copy(ies)of policy(ies),or other form acceptable to HEA.Such evidence of insurance is to be presented by Consultant to HEA prior to Consultant's commencing its services under this Agreement. Consultant is required to obtain all renewals and provide HEA with evidence of such renewals no less than thirty (30)days prior to the renewal date(s).Consultant is also {00038812.1}Page 3 of 7-CONSULTING SERVICES AGREEMENT required to provide HEA with written notice of any cancellation or modification of the required coverages no less than thirty (30)days prior to such cancellation or modification.Further,all insurance policies required to be obtained by Consultant shall contain clauses which require the insurer to provide HEA with at least thirty (30)days prior written notice of any cancellation,reduction,restriction and/or modification except in respect to non-payment of premiums,in which case such notice shall be provided within ten (10)days. HEA shall not be required to confirm that Consultant has provided evidence of coverage and/or renewals and no waiver by HEA of any of Consultant's obligations pursuant to this or any other provision of this Agreement shall occur or be inferred or implied by any failure of HEA to insist upon strict performance of this or any other Section of this Agreement. If Consultant fails to procure,maintain and/or renew the insurance (or provide documentation in respect of same)required under this Agreement,HEA,at its option, may procure such insurance and recover the cost thereof directly from Consultant,in addition to any other remedy HEA may have under this Agreement. 5.4:Insurer's Waiver of Subrogation Rights,Severability of Interest Clause and Additional Insureds Endorsements.Each and every insurance policy required of Consultant under this Agreement shall include an insurer's waiver of subrogation rights in favor of HEA.Except for Workers'Compensation,each insurance policy required of Consultant shall be endorsed to name HEA and the members of the BPMC as Additional Insureds with respect to liability arising out of Consultant's operations and/or its services performed hereunder.Said Additional Insureds endorsements shall not limit or exclude coverage based upon any act or omission of an Additional Insured,whether negligent (actively or passively)or not,unless proven by final judgment to have been intentional misconduct or willful misconduct.Each insurance policy shall include a Severability of Interest (e.g.,A Cross Liability)Clause. 5.5:Consultant Deductibles.All amounts of claims,losses,and/or damages otherwise covered by,but not recovered from,Consultant's insurers,by reason of application of any deductible clause or any self-insured retention by Consultant as a part of its insurance program,or by any failure of Consultant to observe any term or condition of any insurance policy obtained or maintained by Consultant,shall be solely for the account of Consultant.In such a case,Consultant shall itself pay the full amount of all claims,losses,and/or damages that are not recovered from Consultant insurers. Consultant shall provide HEA all assistance as may be required for the preparation and negotiation of insurance claims,at no additional cost to HEA.Consultant shall not utilize any deductible amount or self-insured retention to satisfy its insurance obligations hereunder without prior approval of HEA. 5.6:No Limitation of Insurance.The requirement of Consultant to purchase and maintain insurance and HEA's acceptance of evidence of such insurance shall not,in any manner,limit or qualify the liabilities and obligations otherwise assumed by Consultant under this Agreement,nor shall such insurance be limited by any limitation expressed in {00038812.1}Page 4 of 7-CONSULTING SERVICES AGREEMENT any other Section herein or by any limitation which might be imposed by law on any obligations of Consultant,including but not limited to any indemnity obligations contained herein.The insurance coverages required by this Section shall also specifically cover Consultant's indemnity obligations contained in this Agreement. 5.7:Insurance Types Required.Insurance to be provided by Consultant shall include the following,with Consultant's normal limits of liability but in no event less than the minimum limits indicated.The insurance coverage amounts specified below are minimum requirements and not limits of liability and shall not be construed in any way to limit Consultant's liability or act as HEA's acceptance of responsibility for financial liabilities in excess thereof.HEA shall be named "Additional Insured and Certificate Holder”on all policies except Worker's Compensation and Professional Liability. 5.7.1.:Worker's Compensation coverage required by all laws,rules, regulations,orders,ordinances and standards applicable to Consultant employees assigned to or involved in the services to be performed under this Agreement, shall be obtained before any employee of Consultant arrives at the Bradley Lake Project. 5.7.2:Commercial General Liability Insurance coverage as described in the most current edition of the applicable ISO CGL form and subject to a limit of not less than One Million Dollars ($1,000,000.00)per occurrence. 5.7.3.Business Automobile Liability Insurance coverage covering hired or otherwise procured or operated non-owned vehicles,with a combined single limit of One Million Dollars ($1,000,000.00)per occurrence. SECTION 6 -RELATIONSHIP OF PARTIES Consultant is an independent contractor.This Agreement shall not be construed to create an agency,partnership,or employment relationship between Consultant and HEA (or any member of the BPMC).Consultant shall be solely responsible for the maintenance and supervision of its workforce,the control of the performance of its Work, and the overall supervision and management of its business,subject to the need to satisfy HEA's requirements as agreed herein.HEA and Consultant shall take all reasonable actions so that other contractors,the public and all governmental agencies are given no reasonable basis to believe that HEA and Consultant are engaged in a single business, partnership or other combination. SECTION 7 -MISCELLANEOUS TERMS 7.1:Termination.HEA may at any time terminate this Agreement by giving notice of termination in writing.From and after the effective date specified in the notice, this Agreement shall be terminated except that the Consultant may,within ten (10) calendar days following receipt of such notice,submit to HEA a written statement of all unreimbursed expenses for the Work performed and within thirty (30)calendar days {00038812.1}Page 5 of 7-CONSULTING SERVICES AGREEMENT following receipt of this statement,HEA shall make payment for these expenses; however,HEA will make such payment only for expenses actually incurred prior to the receipt of the notice of termination by the Consultant,and any such payment shall not exceed that which is allowed for Work already completed in accordance with the payment schedule referenced in Section 3. 7.2:Records.Upon completion of the services rendered and approval thereof by HEA,or upon termination of this Agreement,all records pertaining to this Agreement or the Work hereunder shall become the property of HEA. 7.3:Valid Business License.The Consultant will maintain in effect a State of Alaska business license covering the applicable classification of the Work performed. 7.4:Qualifications.|The obligations and duties to be performed by the Consultant under this Agreement shall be performed by persons qualified to perform such duties efficiently.The Consultant,if HEA shall so direct,shall replace any Sub- Consultant or other person employed by the Consultant in connection with the Work under this Agreement.The Consultant shall comply with all applicable statutes at the time the Work is performed. 7.5:Indemnification.The Consultant shall indemnify,defend and save harmless HEA and the members of the BPMC from suits,actions,legal or administrative proceedings,claims,debts,demands,damages,liabilities,interest,attorney's fees,or costs and expenses of whatsoever kind or nature (each,a "Claim”),including those brought by employees of the Consultant or any Sub-Consultant of the Consultant,which are caused,occasioned or contributed to,by any negligent act or failure to act of the Consultant in connection with or incident to the performance of the Work to be performed pursuant to this Agreement by the Consultant,its employees,agents and Sub- Consultants,and whether before or after the completion of the Consultant's services under this Agreement.The Consultant is not obligated to indemnify HEA for HEA's sole negligence.If a Claim for which a party is entitled to indemnification is due to the Joint, concurring,comparative or contributory fault,negligence or willful misconduct of the parties,then such Claim shall be allocated between the Parties in proportion to their respective degrees of fault,negligence or willful misconduct contributing to such claim. 7.6:Counterparts.This Agreement may be simultaneously executed and delivered in two or more counterparts,each of which so executed and delivered shall be deemed to be an original,and all shall constitute but one and the same instrument. 7.7:Assignments.The obligations of the Consultant under this Agreement shall not be assigned or subcontracted in whole or in part without the approval in writing of HEA.Any attempt to otherwise assign this Agreement shall be void. 7.8:Successors/Assigns.This Agreement shall bind and inure to the benefit of the legal representatives,successors,assigns and Sub-Consultants of the parties hereto. {00038812.1}Page 6 of 7-CONSULTING SERVICES AGREEMENT 7.9:Governing Law.This Agreement shall be governed by and construed in accordance with the laws of the State of Alaska. 7.10:Complete Agreement.This Agreement contains the entire agreement between the Parties and cannot be changed except by a written instrument signed by both Parties,or as otherwise provided for in this Agreement.Any attempt to otherwise modify this Agreement shall be void. 7.11:Waiver.The waiver by either Party of any breach or non-performance of any term,covenant or condition contained in this Agreement shall not be deemed a waiver of any breach or non-performance of the same or any other term,covenant or condition. SECTION 8 -SUPPLEMENTAL PROVISIONS 8.1:Fees.Neither the fee schedule and/or rates of the Consultant nor that of any Sub-Consultant or associate of the Consultant shall change during the performance of this agreement. 8.2:Third-Party Beneficiary.The members of the BPMC shall be a third-party beneficiary of this Agreement. IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be duly executed as of the Effective Date. Dated:HOMER ELECTRIC ASSOCIATION,INC. By: Bradley P.Janorschke General Manager Dated:ENERGY ENGINEERING,INC. By: Title: {00038812.1}Page 7 of 7-CONSULTING SERVICES AGREEMENT Attachment A Scope of Work:BPMC Representative to the BCD Project Purpose This document is to describe the role,responsibilities,duties,and authority of the Bradley Project Management Committee (BPMC)Representative to the AEA Battle Creek Project. Responsibilities,Duties,and Authority 1.To the extent practicable,reside at the Bradley Lake Facilities and perform the duties listed herein onsite. 2.Monitor all pertinent project communication among AEA,the Engineer (DOWL),and the Contractor,Orion Marine Group. 3.Report to the BPMC on issues that may materially affect the financial interests of the BPMC (i.e., the Purchasing Utilities). 4.Observe,photograph,and report on the Work as it is in progress.Report on compliance with and conformance to the Contract plans and specifications. 5.Monitor and report on safe work practices and adherence to Contractor's Site Safety Plan. 6.Comply with all Bradley Lake Project and BCD Project Site safety requirements. 7.Report and document any observed deficiencies in quality of workmanship or materials,and if deemed appropriate,recommend and implement independent testing or verification of work. 8.Review and assess the Contractor's baseline and progress CPM schedule updates.Report any concerns or issues to the BPMC. .Review and provide independent assessment of any Contractor or AEA requested change orders. 10.Review Contractor progress billings and determine whether or not each billing accurately reflects actual field progress or Contract deliverables to-date. 11.This role does not include any project management responsibilities or authority.AEA,or its designee,serves as the Project Manager. 12.Other duties as assigned by HEA. Deliverables 1.Daily Recordkeeping -Whenever onsite,keep daily records of Project activities and progress. 2.Weekly Reports -Prepare and distribute a weekly summary of Project activity. 3.Monthly -Prepare and present an Executive Summary of the current project status to the BPMC at its regularly schedule meetings. 4.Change Orders -Summary of each change order and an opinion of its justification. 5.Photo Documentation -Capture photos daily of the work in progress.Store/organize photos by date,edit filenames to describe photo contents and store within the BPMC provided electronic file repository. 6.All reports and records shall be submitted in accordance with a schedule and in the form as directed by HEA. Work Locations PYwenrBradley Lake Project,including the BCD Project Site. AEA Office and environs located in Anchorage,Alaska Contractor-owned or leased facilities,wherever they may be located. HEA Offices located in Homer,Alaska {00038530.1}Page 1 of 2 -Attachment A to Consulting Services Agreement (Scope of Work) Attachment A Scope of Work:BPMC Representative to the BCD Project Period of Performance From March 2018 until the BCD Project is complete (estimated to be 2-years) Items To Be Furnished by the BPMC Onsite,dorm-style,quarters in the Bradley Lake Project Crew Quarters. Wireless internet access via HEA Onsite printing and scanning of documents Onsite transportation (at Bradley Lake Project) Flight transportation to/from Bradley Lake Project Site Cloud-based repository for Project file records. Reasonable and customary expenses incurred for project-related travel &lodging (i.e.,for meetings away from BCD Project Worksite,etc.) 8.Per diem -Reduced OCONUS rate,excluding onsite lodging provided aboveNAMPWNHD Items To Be Furnished by Energy Engineering,Inc. 1,Personal food and incidentals,including,clothing,onsite personal laundry,cooking,etc. (Covered by Per Diem) 2.Transportation to/from Homer,Alaska (flights will be reimbursed at cost). 3.Cellular phone. 4.Computer or laptop. 5.Camera with resolution of 12MP or greater. 6.Hourly billing records and details for the services provided are to accompany all invoices. Estimated Costs Project Assumptions for 2018 (Year 1): e Assumed Schedule:April 1,2018 through October 31,2018 (31 Weeks minus 2 weeks off-site) e Estimated hours:44 hrs per week X 29 weeks =1276 hrs. e Hourly Rate:$175 per hr. Estimate of Costs to Provide Defined Scope: 1.Estimated total hourly cost:$175 per hour X 1276 hours:$223,300 2.Per Diem:Based on DOT CONUS/OCONUS for Homer,AK --- Meals &Incidentals (Excluding Lodging)$80/day X 214 days $30,067 3.Estimated off-site Travel Expense (Only actual incurred expenses to be charged): 4.Round trip coach class air tickets:$5,000 5.Travel Expenses (i.e.,non-site lodging,transportation,etc.)$4,000 6.Miscellaneous contingencies at cost (&subject to approval)$5,000 Total Not-to-Exceed Estimated Cost*:$267,367 F OneZahm *Note:Unanticipated special requirements,such as Insurance required by owner,added at cost -with no markup. Year 2:Parties to adjust above estimate per mutual agreement,based on anticipated scope for 2"year. {00038530.1}Page 2 of 2 -Attachment A to Consulting Services Agreement (Scope of Work) (Couns|look at 2011 res fp redo allocator AlodL o+Dus "om the PQyce fOr ever,Wo opr to 5 ar only &. RESOLUTION NO.2018-01 OF BRADLEY LAKE PROJECT MANAGEMENT COMMITTEE Battle Creek Diversion Project Share Allocation Process Introduction:The Bradiey Lake Project Management Committee ("BPMC”)is developing a project to divert the water flows of Battle Creek into Bradley Lake to increase the water for use by the Bradley Lake Hydroelectric Project ("Bradley Lake Project”).The project is called the Battie Creek Diversion Project ("BCD Project").The activities of the BPMC regarding the BCD Project are authorized as Optional Project Work under the Power Sales Agreement.All Purchasers are supportive of the expansion of the capabilities of the Bradley Lake Project through the development of the BCD Project.Initially,not all Purchasers will be participating in the BCD Project.. Purpose of Resolution No.2018-01:Resolution No.2018-01,and Attachment 1 to Resolution No.2018-01;Battle Creek Diversion Project Framework ("Attachment 1”),set forth the terms and conditions under which participation in the costs and benefits of the BCD Project as Optional Project Work under the Power Sales Agreement will be managed by the BPMC from the date of this Resolution No.2018-01 forward. Definitions:{n addition to the definitions contained in Power Sales Agreement,the following definitions are used as part of this Resolution 2018-01 and Attachment 1: "Non-Participating Purchaser'means a Purchaser that is not participating in the BCD Project. "Participating Purchaser”means a Purchaser participating in the BCD Project. RESOLUTION NO.2018-01 WHEREAS,Chugach Electric Association,Inc.("Chugach”),Golden Valley Electric Association,Inc.("GVEA”),Homer Electric Association,Inc.("HEA”),the Municipality of Anchorage d/b/a Municipal Light and Power ("ML&P”),Matanuska Electric Association,Inc. ("MEA”),and the City of Seward ("Seward”),are the purchasers of the power generated by Bradley Lake Project under the Power Sales Agreement (hereinafter referred to jointly as the "Purchasers”and individually as a "Purchaser'); : WHEREAS,the Purchasers along with the Alaska Energy Authority ("AEA”)constitute the BPMC; WHEREAS,the BCD Project is designed to supplement the water available for the Bradley Lake Project and the BCD Project will be using the facilities of the Bradley Lake Project,the BPMC will oversee and manage all aspects of the use of facilities of the Bradley Lake Project under the BPMC's authority provided by the Power Sales Agreement; WHEREAS,not all Purchasers have chosen to participate in the development and resulting benefits of the BCD Project at this time; Page 1 of 3 -Resolution 2018-01;Battle Creek Diversion Project Share Allocation Process [6-15-18] WHEREAS,the Participating Purchasers will hold harmless the Non-Participating Purchasers from incurring any costs associated with the development of the BCD Project; WHEREAS,the Non-Participating Purchasers shall have the ability to participate in the BCD Project at a later date; WHEREAS,a Non-Participating Purchasers shall have the opportunity to participate in the BCD Project later so long as the Non-Participating Purchasers reimburse the Participating Purchasers for an equitable portion of the reasonable costs incurred to develop the BCD Project prior to the time their respective participation begins; WHEREAS,the development and financing of the BCD Project will be required to have no effect on the Bradley Lake Project Power Revenue Bond Resolution ("Bond”)and related bond covenants associated with the Bradley Lake Project; WHEREAS,this Resolution No.2018-01,along with the Power Sales Agreement and the BPMC Bylaws,provide the authorization for the BPMC to manage the allocation of costs and benefits of the BCD Project to Participating Purchasers as well as the determination of the equitable costs to be paid by a Non-Participating Purchaser to Participating Purchasers should the Non-Participating Purchaser choose to participate in the BCD Project at a later date from the date of this Resolution forward; NOW,THEREFORE,IT IS HEREBY RESOLVED BY THE BPMC,that from this date forward the costs and benefits as well as the capacity of the BCD Project shall be managed and allocated in accordance with this Resolution No.2018-01 and the Attachment 1 to this Resolution No.2018-01,as part of the BPMC process for determining Annual Project Costs for the Bradley Lake Project;and, BE IT FURTHER RESOLVED BY THE BPMC,that the costs and benefits of the BCD Project should not affect the rights,duties,and obligations of the Purchasers as set forth in the Power Sales Agreement and Bond;and, BE IT FURTHER RESOLVED BY THE BPMC,that the BCD Project is approved as Optional Project Work under the Power Sales Agreement and this Resolution No.2018-01 and Attachment 1;and, BE IT FURTHER RESOLVED BY THE BPMC,that the right to the capacity of the BCD Project shall be allocated to all Purchasers in accordance with their respective shares of Bradley Lake Project capacity (hereinafter referred to as their "BCD Share”)unless such BCD Share is otherwise sold or transferred;and, BE IT FURTHER RESOLVED BY THE BPMC,that the costs and benefits associated with the BCD Project shall be allocated by the BPMC to only Participating Purchasers;and, BE IT FURTHER RESOLVED BY THE &PWNC,that a Participating Purchaser and/or a Non-Participating Purchaser shall have the unfettered right to sell or transfer its BCD Shares to a Participating Purchaser after providing notice to the BPMC of its arrangement and the BPMC shall honor such arrangement in the allocation process for BCD Shares;and, BE IT FURTHER RESOLVED BY THE BPMC,that,unless otherwise agreed,a Non- Participating Purchaser having its BCD Share reallocated shall retain its ability to participate in Page 2 of 3 -Resolution 2018-01;Battle Creek Diversion Project Share Allocation Process [6-15-18] the BCD Project without restriction subject to the notice requirements and payment obligations in this Resolution No.2018-01 and Attachment 1;and, BE IT FURTHER RESOLVED BY THE BPMC,that the Non-Participating Purchasers will not bear any costs or suffer any adverse effect due to the BCD Project while not participating in the BCD Project;and, BE IT FURTHER RESOLVED BY THE BPMC,the BCD Project will be charged four percent (4%)of the Bradley Lake annua!O&M or an alternative amount determined by a study of the impacts of the BCD Project to the Bradley Lake Project.The results of the study will be approved in accordance with the voting requirements for Optional Project work;and, BE IT FURTHER RESOLVED BY THE BPWC,that a Non-Participating Purchaser has no restriction to on its ability to participate at a later date but must provide notice of their intent to become a Participating Purchaser a minimum of one year in advance of the start of the Project Water Year (starting June 1°),in which the Non-Participating Purchaser wishes to become a Participating Purchaser and satisfy any payment obligation;and, BE IT FURTHER RESOLVED BY THE BPMC,that the Non-Participating Purchasers choosing to participate in the BCD Project at a later date shall contribute (or cause the Participating Purchaser(s)accepting the Non-Participating Purchasers BCD Share(s)to contribute),if and to the extent such amount has not previously been contributed,an equitable portion of the reasonable costs incurred to develop the BCD Project which amount shall be determined by the BPMC at the time the Non-Participating Purchaser chooses to participate in the BCD Project with such reasonable development costs to include only the Non-Participating Purchaser's pro-rata share of AEA cash calls and Interest During Construction (IDC)paid up front by the Participating Purchasers and adjusted for the time value of money using a discount rate equal to the long-term financing cost for the BCD Project net the credit from the Clean Renewable Energy Bonds (CREBS);and, BE IT FURTHER RESOLVED BY THE BPMC,that any changes to the terms and conditions of this Resolution No.2018-01 and Attachment 1 that directly affect the rights and obligations of the Participating Parties to receive their respective benefits from the BCD Project shall require the unanimous consent of the Participating Parties. BE IT FURTHER RESOLVED BY THE BPMC,that the above Recitals be incorporated and made part of to this Resolution No.2018-01. Dated at Anchorage Alaska,this 15th day of June 2018. Chair Attest: Secretary Page 3 of 3 -Resolution 2018-01;Battle Creek Diversion Project Share Allocation Process [6-15-18] ATTACHMENT 1 TO RESOLUTION NO.2018-01 OF BRADLEY LAKE PROJECT MANAGEMENT COMMITTEE Battle Creek Diversion Project Framework The costs and benefits of the Battle Creek Diversion Project ("BCD Project”)shall be managed in accordance with Resolution No.2018-01 and this Attachment 1 to Resolution No.2018-01,Battle Creek Diversion Project Framework ("Attachment 1°),as follows: A.General Applicability of Bradley Lake Project Provisions: 1.The provisions of the Power Sales Agreement and any of the documents,agreements, and understanding generally referred to as the Bradley Lake Agreements,where applicable,will be used to manage the energy generated and delivered from the BCD Project. 2.Subject to the rights held by the Alaska Energy Authority,the BPMC will be the final arbiter on any issue involving the BCD Project and the Bradley Lake Project and/or the Purchasers,and any such issues shall be resolved in accordance with the voting requirements set forth in the Resolution No.2018-01 and the Dispute Resolution provisions of the BPMC Bylaws. 3.For purposes of governance of any conflicts,the terms and conditions of Resolution No. 2018-01,will control over this Attachment 1,which will control over the BPMC Bylaws. B.Allocation of BCD Project Capacity: 4.The original shares of Bradley Lake Project capacity,ie.,Chugach (30.4%),GVEA (16.9%),HEA (12.0%),ML&P (25.9%),MEA (13.8%),and Seward (1.0%)will not be changed in any manner by Resolution No.2018-01 and this Attachment 1. 2.Each Purchaser shall have the right to participate in the BCD Project at the same percentage that it holds capacity in the Bradley Lake Project subject to Resolution No. 2018-01 and this Attachment 1. 3.Initially,the right to the capacity of the BCD Project was allocated to all Purchasers in accordance with their respective shares of Bradley Lake Project capacity (hereinafter referred to as their "BCD Share'). 4.Subject to the provisions of Resolution No.2018-01 and this Attachment 1,a Participating Purchaser or Non-Participating Purchaser shall have the unfettered right to arrange for {00037168.1}Page 1 of 4 -Attachment 1 to Resolution No.2018-01 the sale or transfer of its respective BCD Share to another Participating Purchaser and the BPMC shall honor such arrangement in the allocation process for BCD Shares. 5.Some initially allocated BCD Shares were sold or transferred. 6.The Participating Purchaser that receives BCD Shares through a sale or transfer shall be responsible for all BPMC financial requirements and any notice obligations associated with the BCD Shares received through sale or transfer. 7.The BCD Share for any Non-Participating Purchaser (i.e.,BCD Shares that have not been sold and/or transferred)shall be placed into a share pool ("BCD Pool”)and reallocated by the BPMC in accordance with the methodology set forth in Section B.8.of this Attachment 1. 8.The methodology for allocating BCD Shares of any Non-Participating Purchaser that has not been otherwise sold or transferred is,as follows:the respective percentage of original shares of Bradley Lake Project capacity held by each Participating Purchaser shall be divided by the total percentage of Participating Purchasers ("Allocation Percentage”).The Allocation Percentage shall be multiplied by the percentage of original shares of Bradley Lake Project capacity held the total of all Non-Participating Purchasers that have not otherwise sold or transferred their BCD Shares to calculate the percentage of the reallocated amount of the Non-Participating BCD Shares ("Reallocated BCD Share”).The Reallocated BCD Share for each Participating Purchaser shall be added to the BCD Share for that Participating Purchaser to achieve the total amount of percentage participating in the BCD Project.Exhibit 1 provides an example of the specific calculation under this reallocation methodology. 9.The Participating Purchasers may,however,allocate their BCD Share and/or the redistributed BCD Shares from the BCD Poo!by agreement and the BPMC shall honor such arrangement in the allocation process for BCD Shares. At all times,one hundred percent (100%)of the BCD Shares must be allocated by the BPMC. (1).On or before February 1*of each year,a Purchaser must notify the BPMC if it desires tochangeitslevelofparticipationintheBCDProject.A Purchaser that fails to provide any notice to the BPMC regarding its level of participation shall be deemed by the BPMC to have notified the BPMC that it will maintain its current level of participation (or non- participation)in the BCD Project. 12.Any Purchaser desiring to maintain its respective share (or a percentage of their respective shares)of BCD Project capacity,but not immediately participating in the BCD Project (i.e.,Non-Participating Purchasers),shall have the right to call back its respective BCD Share by providing written notice to the BPMC ("Cali Back Notice”). 13.A Call Back Notice must be provided to the BPMC by a Non-Participating Purchaser of its intent to become a Participating Purchaser at least one year in advance of the start of the Project Water Year (June 1*)to be effective for participation in the BCD Project beginning {00037168.1}Page 2 of 4 --Attachment 1 to Resolution No.2018-01 at the start of the next Project Water Year.A Call Back Notice provided with less than one year in advance of the start of the Project Water Year,June 1%shall be effective for participation in the BCD Project to begin one year from the start of the next Project Water Year.A Call Back Notice can be made without restriction. 14.The Non-Participating Purchaser providing a Call Back Notice and complying with all other obligations and responsibilities set forth in Resolution 2018-01 and this Attachment 1 shall be able to participate at the level equal to the capacity percentage it holds in the Bradley Lake Project (i.e.,its initial BCD Share).The BPMC shall make the necessary adjustments to the BCD Shares held by the other Participating Purchasers to accommodate the return of the Non-Participating Purchaser providing a valid Call Back Notice.Nothing in this paragraph prohibits a Non-Participating Purchaser from also acquiring additional capacity through a purchase or transfer of another Purchaser's BCD Share. 15.Any Non-Participating Purchaser (or Participating Purchaser receiving BCD Shares from a Non-Participating Purchaser through sale or transfer)providing a Call Back Notice must reimburse the Participating Purchasers then participating in the BCD Project for the equitable portion of the reasonable costs incurred to develop the BCD Project as determined by the BPMC at the time the Non-Participating Purchaser chooses to participate in the BCD Project with such reasonable development costs to include only the Non-Participating Purchaser's pro-rata share of AEA cash calls and Interest During Construction (IDC)paid up front by the Participating Purchasers and adjusted for the time value of money using a discount rate equal to the long-term financing cost for the BCD Project net the credit from the Clean Renewable Energy Bonds (CREBS).This reimbursement of costs incurred to develop the BCD Project must be paid to the Participating Purchasers by the Non-Participating Purchaser providing a Call Back Notice on or before May 1*prior to the Project Water Year in which that Non-Participating Purchaser shall be eligible to participate in the BCD Project. 16.Any action by a Purchaser that fails to conform to the procedures and requirements set forth in Resolution 2018-01 and this Attachment 1 shall be deemed void and without effect. C.BCD Project Cost Responsibility: 1.The responsibility for payment of costs shall be allocated by the BPMC to the Participating Purchasers in accordance with their respective BCD Shares,adjusted by any amount of the BCD Share from another Purchaser,if any,and/or the amount of the BCD Pool allocated from any Non-Participating Purchaser(s)("Adjusted BCD Share'). 2.Participating Purchasers will hold harmless the Non-Participating Purchasers from all the costs (including cost of financing)associated with the BCD Project,as follows: a.The Participating Purchasers,in accordance with their Adjusted BCD Shares,will pay all the costs (including cost of financing)associated with the BCD Project; {00037 168.1}Page 3 of 4 -Attachment 1 to Resolution No.2018-01 b.The BPMC shall determine and allocate the BCD Project costs to the Participating Purchasers during the determination of the Annual Project Costs for the Bradley Lake Project;Ov he costs associated with the BCD Project shall include an annual O&M charge 04 as determined pursuant to Paragraph C.3 of this Attachment 1; d.The costs associated with the BCD Project will be invoiced to Participating Purchasers as a separate surcharge amount shown on a schedule similar in form to the Schedule C accompanying the Bradley Lake Project determinations of "Monthly Utility Contributions;” e.Any amounts received from Participating Purchasers for the costs associated with the BCD Project in excess of the actual costs associated with the BCD Project in each fiscal year will be distributed to the Participating Purchasers in accordance with their respective Adjusted BCD Shares for that fiscal year;and, f.Any additional amounts required for more than the budgeted costs associated with the BCD Project in each fiscal year shall be the responsibility of the Participating Purchasers in accordance with their respective Adjusted BCD Shares for that fiscal year. 3.The BCD Project will be charged four percent (4%)of the Bradley Lake annual O&M costs, or an amount to be determined by a study of the impacts of the BCD Project to the Bradley Lake Project,as an Annual Project Cost.The results of the study undertaken pursuant to this Paragraph C.3.of Attachment 1 will be approved in accordance with the voting requirements for Optional Project Work. D.BCD Project Water Tracking &Allocation: 1.The Operator for the Bradley Lake Project shall maintain for BPMC review and approval the methodology and procedures for the tracking and allocation of water;such approval by the BPMC shall be in accordance with the voting requirements set forth in Resolution No.2018-01. 2.A Participating Purchaser's water rights in each fiscal year from the BCD Project will be allocated based upon its Adjusted BCD Share. DATED:June 15,2018 {00037 168.1}Page 4 of 4 -Attachment 1 to Resolution No.2018-01 Exhibit A To ATTACHMENT 1 TO RESOLUTION NO.2018-01 OF BRADLEY LAKE PROJECT MANAGEMENT COMMITTEE Exhibit A Page 1 of 2 Example of Reallocation Process: [Note:This example,using the data associated with Chugach Electric Association,Inc.,illustrates the reallocation process with the data from the BPMC's 2018 BCD Share allocation process. Please see "Battle Creek Allocation Worksheet”prepared by Alaska Energy Authority at Page 2 of 2 of this Exhibit.] Section B.6.of Attachment 1 -Overview: The BCD Share for any Non-Participating Purchaser shall be placed into a share pool ('BCD Pool”)and reallocated by the BPMC in accordance with the methodology set forth in Section B.8.of Attachment 1.The methodology for allocating BCD Shares of any Non- Participating Purchaser that has not been otherwise sold or transferred is,as follows: Step 1 -The respective percentage of original shares of Bradley Lake Project capacity held by each Participating Purchaser shall be divided by the total percentage of Participating Purchasers ('Allocation Percentage”). Allocation Percentage =30.40 /67.20 =.53147 Step 2 -The Allocation Percentage shall be multiplied by the percentage of original shares of 'Bradley Lake Project capacity held by the total of all Non-Participating Purchasers that have not otherwise sold or transferred their BCD Shares to calculate the percentage of the reallocated amount of the Non-Participating BCD Shares ("Reallocated BCD Share').In this example,only GVEA (16.9 percent)is not participating and has not otherwise sold or transferred its BCD shares. Reallocated BCD Share =(.53147)X GVEA's BCD Share (16.9)=8.98 Step 3 -The Reallocated BCD Share for each Participating Purchaser shall be added to the BCD Share for that Participating Purchaser to achieve the total amount of percentage participating in the BCD Project ("Final BCD Share Allocation'). Final BCD Share Allocation (%)=8.98 +30.4 =39.38% ALASKA ENERGY AUTHORITY Battle Creek Allocation December 13,2017 Battle Creek Share re-Battle Creek distributionto Allocation of Bradley Percent HEA from GVEA Share Power Purchaser Shared ML&P12/13/17 Chugach Electric 30.40%30.40%8.98% Municipality of Anchorage 25.90%0.00%0.00% Homer Electric 12.00%37.90%3.55% Matanuska Electric 13.80%13.80%4.08% Golden Valley Electric 16.90%0.00%0.00% City of Seward 1.00%1.00%0.30% 100.00%83.10%16.90% Battle Creek participation prior to Dec 13th: Non-participating percent total 42.80% Participating percent total 57.20% 100.00% Battle Creek participation Dec 13th: Non-participating percent total 42.80% Participating percent total 57.20% 100.00% Exhibit A Page 2 of 2 Gross 39.38% 41.45% 17.88%| 1.30% 100.00% BPMC June 15,2018 Bradley Operator RFP Update AEA received two proposals for the Bradley Operator RFP by the April 17 due date. One proposal was deemed non-responsive because of not providing several documents as required by the RFP. Five evaluation committee members (including two non-railbelt utility members) evaluated the response submitted by Homer Electric Association. AEA sent out the letter of Notice of Intent to Award on May 15,which started the 10-day period for other proposers to protest.Other proposers did not file a protest by the required date. AEA will host a separate meeting of utility representatives to discuss the contract and/or proposal in more detail.Each utility should notify AEA of their preferred dates and times and appoint representatives for such meeting.This meeting should take place prior to the July BPMC meeting. ) Motion to approve the contract would be on the agenda for the July BPMC meeting. Cory Dees AEA Conscder melidder As5uccesshD bid Did ArianB.answer Arak”No FC