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March 5, 2018 BPMC
{00036126.3} BRADLEY LAKE HYDROELECTRIC PROJECT SOLDOTNA STATIC VAR COMPENSATION SYSTEM OPERATION AND MAINTENANCE AGREEMENT Between ALASKA ELECTRIC AND ENERGY COOPERATIVE,INC. AND ALASKA ENERGY AUTHORITY January 1,2018 TABLE OF CONTENTS Section Title Page 1.DEFINITIONS ........cccccccccceeeneenneeneeeeeseeeeeeeeeeeeneesnaeeeeerertieeneceeerereeeseseassenenenaes 2 2.Effective Date,Term,ANd Termination ........ccccccceeceeeeeeeeeeeteneeeeereesteneenees 4 3.General Provisions and Incorporation of Exhibit A of the Master Maintenance and Operation Agreement ............0.ccc cee cee cee nee eee eee eees 4 4.Operational REQUIFEMENS .........ccccccccccceeeceeeeeeeeeteeeeeeeetseesesaeneneanensaeeeeees 5 5.Operation and Maintenance Plan,Schedule and Budgets .............006 5 6.PAYMENT .........0:0ccsceceeeseceeeeeeeeetseesseesenececeeecerereenenseseeeeeeeeseseetesesseesentesetans 7 7.Emergency Expenditures.............ccccecccccceceeeteeeeeeecenaeneeeeeeeesererereenennereees 7 8.Extraordinary Maintenance and Equipment Replacement .............00 8 9.Modifications And AdditiONS .............ccccccceeeeeeceeeceeceeeceteneneeeeeseeesenseenseetes 8 10.Authorized Representative ............::::cssccssssessseeseeeeeeeseseeeeenersceeeeereeteenees 8 11.Access to FacilitieS 0.0...cece cece eeeee een ee enone tere teeneeeteesteneneeenneeees 8 12.FOrCe Majeure ............::.ssscessessssessseseessessssesscecceeesceceeccecenneceeseteeenecentenses 9 13.Dispute RESOIUtION .........ccccccccceceseececeeeeeeceeecencesesaseeseceusasenaeanauananenensanees 10 14.NOTICES .......cccccsssssssseeceeccccscecsscsescecccensunsussseecaccaacseeeeeceeasaneasseeeetensaaaaauens 10 15.Third Party BeneficiarieS ................:ssccccccccsssssesececccseassecseesecssecsaasseeseess 10 16.Indemnity ANd LOSS .........cccscssscsecseeccccseesstscsseesseeesenesseesesseeseeteeteneneenenes 10 Ex.1 Communications Circuits to Soldotna Network Topology.............c0 13 {00036126.3}SOLDOTNA SVS O&M AGREEMENT BRADLEY LAKE HYDROELECTRIC PROJECT STATIC VAR COMPENSATION SYSTEM OPERATION AND MAINTENANCE AGREEMENT This Static Var Compensation System Operation and Maintenance Agreement for the Bradley Lake Hydroelectric Project ("Agreement"),is dated effective as of the first day of January,2018,by and between ALASKA ENERGY AUTHORITY,a public corporation of the State of Alaska ("Authority"),and ALASKA ELECTRIC AND ENERGY COOPERATIVE,INC.,("AEEC"),a non-profit electric cooperative membership corporation of the State of Alaska. RECITALS 1.The Power Sales Agreement governing the sales of energy from the Bradley Lake Hydroelectric Project provides that the Bradley Lake Project Management Committee ("BPMC”)shall arrange for the operation and maintenance of the Bradley Lake Hydroelectric Project and Project-related facilities ("Project”); 2.The BPMC is authorized,under its Bylaws adopted pursuant to the terms of the Power Sales Agreement,to approve agreements for the operation and maintenance of the Project; 3.The BPMC has arranged for and authorized Chugach Electric Association,Inc. ("CEA”)to perform dispatch services for the Project. 4.The Static VAR Compensation System ("Soldotna SVS')directly connects to AEEC's Soldotna Substation and is a Project-related facility dispatched by the Project Dispatcher; 5.The BPMC and the Authority entered into the Bradley Lake Hydroelectric Project Master Maintenance and Operation Agreement on May 24,1994 ("Master Maintenance and Operation Agreement”),to,among other things,establish a contract administration and budgeting procedure for contracting for the maintenance and operation of the Project and related services,facilities,and equipment; 6.The Authority,before executing a contract or contract amendment for operation or maintenance of the Project,must submit the contract or amendment to the BPMC for its review and approval pursuant to the Master Maintenance and Operation Agreement; {00036126.3}Page 1 of 12 -SOLDOTNA SVS SYSTEM O&M AGREEMENT 7.Pursuant to BPMC approval,the Authority and CEA also entered into the Bradley Lake Hydroelectric Project Static VAR Compensation System Operation and Maintenance Agreement dated August 20,1996 ("1996 O&M Agreement”); 8.The 1996 O&M Agreement by its terms automatically terminates as to the Soldotna SVS upon the termination or expiration of an Agreement for Lease of Facilities dated September 25,1985,between CEA and Homer Electric Association,Inc. ("Lease”); 9.The Lease has terminated,but the Authority and CEA,with AEEC's consent,have extended the term of the 1996 O&M Agreement as to the Soldotna SVS for an additional period of time; 10.AEEC owns and operates electric transmission facilities and is engaged in the transmission,purchase,and sale of electric power and energy; 11.AEEC agrees to be the Field SVS Operator and perform Field SVS Operations and Maintenance for the benefit of the Project; 12.The Authority,the BPMC,and AEEC desire a contract be entered for AEEC to perform Field SVS Operations and maintain the Soldotna SVS; 13.Pursuant to the Power Sales Agreement,the BPMC has approved the terms of this Agreement. AGREEMENT NOW THEREFORE,in consideration of the mutual covenants herein contained the Parties hereto agree as follows: SECTION 1 -DEFINITIONS The terms used in this Agreement shall be as defined in the Power Sales Agreement, except as specified below.For the purposes of this Agreement,the following definitions and abbreviations apply: A."AEEC”means the Alaska Electric and Energy Cooperative,Inc. B."Agreement"means this Agreement. C."Annual Soldotna SVS Facilities Budget”shall have the meaning set forth in Section 5.B.of this Agreement. D."Authority”means the Alaska Energy Authority or any successor agency. E,"BPMC"means the Bradley Lake Project Management Committee. {00036126.3}Page 2 of 12 -SOLDOTNA SVS SYSTEM O&M AGREEMENT "Construction”has the meaning given in AS 36.90.300(c). "Effective Date”means at 12:00 a.m.on January 1,2018. "Emergency"means an unforeseen circumstance or the resulting state that requires immediate action to protect or preserve the Soldotna SVS,SVS Field Operator personnel,public health and safety,or operation of the interconnected electric utility system. "Fiscal Year”means July first (1%)to June thirtieth (30')of each year. "Master Maintenance and Operating Agreement”means the Bradley Lake Hydroelectric Project Master Maintenance and Operation Agreement dated May 24,1994. "Party”or "Parties"means the signatories to this Agreement. "Power Sales Agreement"means the Agreement For The Sale And Purchase of Electric Power,dated December 8,1987,by and among the Alaska Power Authority and the Chugach Electric Association,Inc.,the Golden Valley Electric Association,Inc.,the Municipality of Anchorage (d.b.a.Municipal Light and Power), the City of Seward (d.b.a.Seward Electric System)and ;the Alaska Electric Generation and Transmission Cooperative,Inc.and the Homer Electric Association,Inc.and the Matanuska Electric Association,Inc. "Professional Services”has the meaning given in AS 36.30.990. "Project”means the Bradley Lake Hydroelectric Project and Project-related facilities. "Soldotna SVS"means the Project's Static VAR Compensation System located adjacent to the Soldotna Substation and related Project-owned equipment located within the Soldotna Substation,,including the power system recorder. "Soldotna Substation"means AEEC's substation at Soldotna,Alaska. "SVS Field Operator"means AEEC. "Field SVS Operations and Maintenance”means operation maintenance of the Soldotna SVS excluding Remote SVS Operations,and includes operations performed at the Soldotna SVS site such as high voltage switching,establishment of working clearances,and Soldotna SVS local equipment troubleshooting performed by the SVS Field Operator. The "Project Dispatcher'or "Dispatcher”means the entity the BPMC has arranged for and authorized to perform dispatch services for the Project. {00036126.3}Page 3 of 12 -SOLDOTNA SVS SYSTEM O&M AGREEMENT T."Remote SVS Operations”means power system operations performed by the Project Dispatcher to facilitate the transfer of Project energy and capacity (e.g., establishing and changing voltage setpoints,slope settings,and data acquisition for power system level analysis and troubleshooting,etc.). U."SVS"means a Static VAR Compensation System. SECTION 2 -EFFECTIVE DATE,TERM,AND TERMINATION A.Effective Date and Term of Agreement. This Agreement shall become effective on the Effective Date and shall continue in effect until terminated as provided in Section 2.B.of this Agreement. B.Termination of Agreement. 1.This Agreement may be terminated under the following conditions: a.In the event of a material breach of this Agreement by a Party,the other Party shall give the breaching Party written notice of the breach and an opportunity to cure the breach within a reasonable time considering the circumstances of the breach.In the event the breach is not cured within a reasonable time,the non-breaching Party, except as provided in Section 2.B.2.of this Agreement,may terminate its obligations,duties and all rights it has under this Agreement.Any dispute as to a reasonable time to cure the breach shall be adjudicated by the BPMC. By the SVS Field Operator delivering written notice to the Authority and BPMC as provided in Section 5.B.3.of this Agreement. By either Party with notice of termination given two years in advance of date of termination. 2.In the event this Agreement is terminated,the Authority,or its contractors, shall have the right to enter upon the Soldotna Substation facilities to operate and maintain the Soldotna SVS.Upon termination of this Agreement,the SVS Field Operator shall release all relevant records to the Authority. 3.All liabilities accruing under this Agreement prior to its termination shall be and are hereby preserved until satisfied and the rights of the Authority under Section 2.B.2 shall continue. {00036126.3}Page 4 of 12 -SOLDOTNA SVS SYSTEM 0&M AGREEMENT SECTION 3 -GENERAL PROVISIONS AND INCORPORATION OF EXHIBIT A OF THE MASTER OPERATING AGREEMENT This Agreement is subject to the terms of the Master Maintenance and Operating Agreement.Except for paragraphs (h)Indemnity,(0)Notice and Communications and (t) Third Party Beneficiaries,the provisions of Exhibit A,Master Contract Provisions of the Master Maintenance and Operating Agreement are expressly incorporated in this Agreement.Paragraphs (h),(0)and (t)of the Master Maintenance and Operating Agreement are modified and included as Sections 14,15,and 16 of this Agreement. Nothing in this Agreement is intended to alter the rights and obligations of the Authority and the Purchaser(s)under the Power Sales Agreement.In the event the terms of this Agreement and the Power Sales Agreement or Master Maintenance and Operating Agreement are found to be in conflict,the terms of the Power Sales Agreement shall have first priority with the Master Maintenance and Operating Agreement having second priority.The provisions of this Agreement are not intended,nor shall they be construed, to alter or modify any previous contracts or agreements of any Party or preclude any Party from performing existing obligations. In their performance of this Agreement,the Parties will comply with the terms and provisions of the Power Sales Agreement. SECTION 4 -OPERATIONAL REQUIREMENTS A.Systems Operation. AEEC agrees to operate its electric utility system in accordance with the provisions of Section 10(c)of the Power Sales Agreement. B.Soldotna SVS Operation and Maintenance. In accordance with the provisions of this Agreement,the SVS Field Operator shall be responsible for the Field SVS Operations and Maintenance of the Soldotna SVS on behalf of the BPMC and the Authority and for coordination with the Project Dispatcher to provide increased transfer capacity resulting from operation of the Soldotna SVS for the Purchasers in proportion to their Project shares. SECTION 5 -OPERATION AND MAINTENANCE PLAN,SCHEDULE AND BUDGETS A.Maintenance Plan and Schedule Requirements. 1.The SVS Field Operator shall develop annually and submit to the BPMC a plan and schedule for operation and maintenance of the Soldotna SVS facilities.This plan and schedule shall be used for planning and tracking maintenance activities and as the basis and support for budget submittals {00036126.3}Page 5 of 12 -SOLDOTNA SVS SYSTEM O&M AGREEMENT 2. to the Authority and the BPMC. The plan and schedule shall function on a Fiscal Year basis. B.Annual SVS Facilities Budget. 1.After the Effective Date,and in accordance with schedules provided by the Authority,the SVS Field Operator shall prepare and submit each yearto the Authority and to the BPMC a draft Annual Soldotna SVS Facilities Budget for the following Fiscal Year as provided in Section 5.D.of this Agreement. The draft budget shall be prepared in a format and schedule provided to the Authority by the BPMC. The draft Annual Soldotna SVS Facilities Budget shall be based upon the anticipated operation and maintenance expenditure needs and reflect appropriate accounting and budgetary principles for utilities. The SVS Field Operator shall perform its duties in a manner consistent with the Annual Soldotna SVS Facilities Budget except as provided in Sections 7 and 8 below.If the SVS Field Operator makes a determination during any Fiscal Year that it cannot perform its obligations under this Agreement without an increase in the expenditures authorized under the Annual Project Budget,the SVS Field Operator shall timely report such finding to the Authority and the BPMC and shall submit a revised budget with explanations and analyses where appropriate for the Authority's and the BPMC's review and approval.In the event the revised budget is not adopted by the BPMC and the Authority,or in the event the Authority,pursuant to Section 13(e)of the Power Sales Agreement does not authorize and agree to fund such expenditures,and the SVS Field Operator determines that it cannot perform its obligations under this Agreement,the SVS Field Operator may terminate this Agreement upon 90 days written notice to the Authority and the BPMC. C.Three-Year Major Maintenance and lmprovements Plan and Budget. Annually the SVS Field Operator shall prepare and submit a three-year plan and budget for proposed major maintenance and improvements,(e.g.,major equipment replacement)and other projects deemed by the SVS Field Operator to be required to insure continued safe and economical operation of the Soldotna SVS that are not included in the proposed annual maintenance plan for that Fiscal Year or require more than one year to complete.The three-year plan shall be revised annually and submitted together with the proposed annual maintenance plan that is part of the Annual Soldotna SVS Facilities Budget. {00036126.3}Page 6 of 12 -SOLDOTNA SVS SYSTEM O&M AGREEMENT Budget and Plan Submittal. The SVS Field Operator shall submit the annual maintenance plan,schedule,and budget,and the three-year plan and budget to the Authority and the BPMC no later than February 1 for the next Fiscal Year.The plans,schedules,and budgets may be modified through negotiations between the SVS Field Operator and the Authority,subject to approval by BPMC. SECTION 6 -PAYMENT A.The SVS Field Operator shall advance the ordinary costs of performing under this Agreement,including station service costs,and submit such costs for reimbursement by the Authority per Section 6.B.of this Agreement. The SVS Field Operator shall prepare an invoice each month identifying the actual and reasonable costs incurred in a format mutually agreeable to the Authority and the SVS Field Operator.The invoice shall be furnished to the Authority by the twenty-first (21')of the month following the month in which the costs are incurred. All such invoices shall be subject to audit and approval by the Authority;such approval shall not be unreasonably be withheld. Subject to the availability of funds,the Authority shall reimburse the SVS Field Operator for all costs reasonably incurred,properly invoiced,and approved under this Agreement. An appropriate invoice properly submitted to the Authority under Section 6.B.of this Agreement shall be due within thirty (30)days of receipt.Any amount not paid when due shall accrue simple interest at the legal rate of interest beginning at the time payment was due. The Authority shall authorize paymentforthe full amount of the SVS Field Operator charges pending the resolution of any cost dispute,except for those costs expressly disapproved in writing.Within thirty (30)days after the SVS Field Operator submits a charge,the Authority shall notify the SVS Field Operator in writing of the amount of the charge in dispute and the basis for the dispute.If the Parties cannot settle the dispute informally,the dispute shall be submitted to the BPMC for resolution.In the event a resolution of the dispute through the BPMC fails,either Party may file an action in the Alaska Superior Court for the Third Judicial District to obtain a decision resolving such dispute and to obtain any other remedy permitted by law.Pending final resolution of any such dispute the Parties shall continue to perform under this Agreement. SECTION 7 -EMERGENCY EXPENDITURES The SVS Field Operator shall take such actions as it reasonably believes are necessary {00036126.3}Page 7 of 12 -SOLDOTNA SVS SYSTEM O&M AGREEMENT in an Emergency.If in the reasonable judgment of the SVS Field Operator,the Emergency requires the SVS Field Operator to incur costs prior to obtaining written approval from the Authority,the SVS Field Operator shall declare an Emergency and notify the Authority and the BPMC within seventy-two (72)hours after discovery and declaration of the Emergency. SECTION 8 -EXTRAORDINARY MAINTENANCE AND EQUIPMENT REPLACEMENT When the SVS Field Operator learns of an equipment failure or other contingency that,in the SVS Field Operator's judgment,necessitates incurring an extraordinary maintenance and equipment replacement cost,the SVS Field Operator shall promptly notify the Authority and the BPMC of the circumstances.Except as provided in Section 7 of this Agreement,the SVS Field Operator shall obtain the Authority's written approval prior to incurring an extraordinary maintenance and equipment replacement cost.Except in an Emergency,the SVS Field Operator shall incur no extraordinary maintenance and equipment replacement cost for which the approval of the Authority has been requested and expressly denied in writing. SECTION 9 -MODIFICATIONS AND ADDITIONS Except in an Emergency,no modifications or additions shall be made to the Soldotna SVS without the prior written approval of the BPMC. SECTION 10 -AUTHORIZED REPRESENTATIVE The Parties shall each designate one representative to carry out the provisions of this Agreement.Within thirty (30)days after execution of this Agreement,each Party shall notify the other Party in writing of its designated representative.Any Party may change its representative at any time and shall promptly provide written notice of such change to the other Party. SECTION 11 -ACCESS TO FACILITIES A.Authority and BPMC personnel or agents shall be granted reasonable access to the Soldotna SVS,including those facilities located within the Soldotna Substation, upon reasonable notice and subject to all safety and security measures,if and to the extent necessary for Soldotna SVS inspection and testing. B.Project Dispatcher personnel or agents shall be granted reasonable access to the Soldotna SVS to enable Project Dispatcher to maintain SCADA term servers, firewall equipment,engineering access to the Soldotna SVS,related Soldotna SVS system recorders,communications circuits and associated communication network equipment as shown in area outlined in a cloud on drawing identified as COMM-SY-0040 (Sheet 2 of 2)titled "COMMUNICATIONS CIRCUITS TO SOLDOTNA NETWORK TOPOLOGY'attached hereto as Exhibit 1.Note:The {00036126.3}Page 8 of 12 -SOLDOTNA SVS SYSTEM 0&M AGREEMENT drawings contained in Sheet Nos.1 of 2 and 2 of 2 constituting the drawing identified as COMM-SY-0040 are provided for explanatory purposes by CEA,the current Project Dispatcher. SECTION 12 -FORCE MAJEURE A.No Party to the Agreement shall be liable to the other Party for,or be in breach of or default under this Agreement because of,any delay in performance or any delay or failure to deliver,receive or accept delivery of energy due to any of the following events: 1.Any cause or condition beyond such Party's reasonable control which such Party is unable to overcome by the exercise of reasonable diligence, including but not limited to:fire,flood,earthquake,volcanic activity,wind, drought and other acts of the elements;court order and act of civil,military or governmental authority;riot,insurrection,sabotage and war;breakdown of or damage to facilities or equipment;electrical disturbance originating in or transmitted through such Party's electric system or any electric system with which such Party's system is interconnected;and,any act or omission of any person or entity other than such Party,or Party's contractors or suppliers of any type or anyone acting on behalf of such Party.Strikes, lockouts,and other labor disturbances shall be considered Force Majeure events and nothing in this Agreement shall require either Party to settle a labor dispute against its best judgment;provided,that during any labor dispute each Party shall make all reasonable efforts under the circumstances,including,to the extent permitted by law and collective bargaining agreements,the use of replacement personnel and or management personnel and/or other personnel under the provisions of a mutual aid agreement to ensure,if possible,the continued ability of the Parties to carry out their obligations under this Agreement;or Any action taken by such Party which is reasonably necessary or prudent to protect the operation,performance,integrity,reliability or stability of the Project or of such Party's electric system or any electric system with which such Party's electric system is interconnected,whether such actions occur automatically or manually. B.In the event of any delay excused under this section,the time for performance thereby delayed shall be extended by a period of time reasonably necessary to compensate for such delay.No cost adjustment shall be allowed,only time extensions as appropriate.Nothing contained in this paragraph shall require any Party to settle any strike,lockout or other labor dispute.Each Party shall give the other Party prompt written notice of any delay which the Party giving notice considers to be an excusable delay of its performance. {00036126.3}Page 9 of 12 -SOLDOTNA SVS SYSTEM O&M AGREEMENT SECTION 13 -DISPUTE RESOLUTION Pending resolution of a disputed matter,the Parties shall continue performance of their respective obligations pursuant to this Agreement.If the Parties cannot reach a timely, mutual agreement on any matter in the administration of this Agreement,the SVS Field Operator shall,to the extent necessary for its continued performance,make a determination of such matter without prejudice to the rights of the other Party.Such determination shall not constitute a waiver of any other remedy belonging to any Party. SECTION 14 -NOTICES Notices shall be addressed as follows:Executive Director,Alaska Energy Authority,813 West Northern Lights Boulevard,Anchorage,Alaska 99503.Notices to AEEC will be addressed to:General Manager,Alaska Electric and Energy Cooperative,Inc.,3977 Lake Street,Homer Alaska 99603.A Party may change the foregoing designations of its name or address to which notices or demands are to be directed at any time by written notice given to the other Party. Any notice or request not otherwise provided for in this Agreement shall be given in such manner as the Parties agree. SECTION 15 -THIRD-PARTY BENEFICIARIES This Agreement gives no rights or benefits to anyone other than the Parties,AEEC and the Authority,and the BPMC asa third-party beneficiary.The BPMC is the only third-party beneficiary.In any action by the BPMC for damages,AEEC shall have the right to assert against the BPMC any defense which it could have asserted against the Authority.The raising of any such defense by AEEC shall not affect any right of a Purchaser or the BPMC under the Master Maintenance and Operating Agreement or Power Sales Agreement. SECTION 16 -INDEMNITY AND LOSS A.Indemnity. The SVS Field Operator shall indemnify,defend,and hold the Authority harmless from and against any claim of,or liability for,negligent acts,errors,and omissions of the SVS Field Operator with respect to any Construction-related Professional Services provided by the SVS Field Operator under this Agreement.The SVS Field Operator is not required to indemnify,defend,or hold harmless the Authority for a claim of,or liability for,the independent negligent acts,errors,and omissions of the Authority or third-parties.If there is a claim of,or liability for,a joint negligent act,error,or omission of the SVS Field Operator and Authority,the indemnification, defense,and hold harmless obligation of this provision shall be apportioned on a {00036126.3}Page 10 of 12 -SOLDOTNA SVS SYSTEM O&M AGREEMENT comparative fault basis.In this provision,"independent negligent acts,errors,and omissions”means negligence other than in the Authority's selection, administration,monitoring,or controlling of the SVS Field Operator,or in approving or accepting the SVS Field Operator's work. B.Uninsured Loss. The costs of any loss or damage to or arising out of the SVS Field Operator's performance hereunder not covered by insurance,including uninsured deductibles and indemnity (including the SVS Field Operator's indemnity under Section 16.A, above),shall be included in the Annual Soldotna SVS Facilities Budget as an operating cost unless and to the extent caused by the willful act or gross negligence of the SVS Field Operator.The Operator shall be responsible for paying any such costs if and to the extent the loss or damage is determined to be caused by or arises out of the Operator's willful act or gross negligence.For the avoidance of doubt,the Operator acknowledges its responsibility,as a Participant, to pay its Percentage share of Annual Project Costs,including its Percentage Share of all amounts included in the Annual Soldotna SVS Facilities Budget. IN WITNESS WHEREOF,the Parties hereto have caused this Agreement to be executed by their authorized officers or representatives as of the day and year first above written. ALASKA ENERGY AUTHORITY /Janet ReiserExecutiveDirector ALASKA ELECTRIC AND ENERGY COOPERATIVE,INC. 9p SeEEBradleyP.-dahorschke General Manager Page 11 of 12 -SOLDOTNA SVS SYSTEM O&M AGREEMENT STATE OF ALASKA )ss. THIRD JUDICIAL DISTRICT ) The foregoing Agreement was acknowledged before me this G day of March , 2018,by Janet Reiser,the Executive Director of the Alaska Energy Authority,an Alaska corporation,Onbehakeas the corporation.omai WEBS 70 my fof wOrARy 4 Swe bustaZ-_-:3 ..tet PuBe cise Notary Public in and for Alaska <°Oo #...470 ee FF My commission expires:44%"2k OF OS rf47,Oooent®3S ”ans 'on expt?-STATE OF ALASKA )ss. )THIRD JUDICIAL DISTRICT The foregoing Agreement was acknowledged before me this 5 day of Manch ; 2018,by Bradley P.Janorschke,the General Manager of the Alaska Electric and Energy Cooperative,Inc.,an Alaska corporation,on behalf of the corporation. "WEBS5)mh,3 Woeluetonron5",A.Notary Public in and for Alaska My commission expires: vy%,7"5 OF PY¢%thee"ay "Sp.Seeeet "a4"On expire?oat*aaaaanneee” Page 12 of 12 -SOLDOTNA SVS SYSTEM O&M AGREEMENT ol BRADLEY LAKE PROJECT MANAGEMENT COMMITTEE MEETING REGULAR MEETING Alaska Energy Authority,Anchorage,Alaska March 5,2018 1.CALL TO ORDER Chair Janorschke called the regular meeting of the Bradley Lake Hydroelectric Project Management Committee to order at 1:30 p.m.A quorum was established. 2.ROLL CALL FOR COMMITTEE MEMBERS Brad Janorschke (Homer Electric Association [HEA]);Bryan Carey (Alaska Energy Authority [AEA]);Lee Thibert (Chugach Electric Association [CEA]);Tony !zzo (Matanuska Electric Association [MEA]);Mark Johnston (Anchorage Municipal Light &Power [ML&P]);Leo Quiachon (Golden Valley Electric Association [GVEA]);and John Foutz (City of Seward). 3.PUBLIC ROLL CALL Amy Adler,Jocelyn Garner,Janet Reiser,Jake Tibbe,Kirk Warren,Teri Webster,Brandi White, Rich Wooten (AEA);Sherri Highers (phone),Mark Johnson,Josh Resnick,Burke Wick (CEA); Brian Bjorkquist (Department of Law);Ron Woolf (GVEA);Bob Day,Emily Hutchinson (phone), Larry Jorgensen (HEA);Kirk Gibson (McDowell Rackner Gibson,PC);Tony Zellers (MEA); Molly Morrison,Jeff Warner (ML&P);Bernie Smith (Public);and Sunny Morrison (Accu-Type Depositions). 4.PUBLIC COMMENTS None. 5.AGENDA APPROVAL MOTION:Mr.Johnston made a motion to approve the agenda.Motion seconded by Mr. Foutz. The agenda was unanimously approved. 6.NEW BUSINESS MOTION:A motion was made to begin with Item 6C.because representatives from AEA had not yet arrived. The motion passed without objection. Cc.Battle Creek Update Mr.Carey informed Orion Marine Group has prepared an original project submittal sheet.The project could be expected to be completed by fall of 2019.A kick-off meeting with Orion Marine Group and utilities is scheduled for March 21,2018.The AEA share-point site for Battle Creek is available for utilities,Orion,DOWL,and AEA to retrieve information,including daily reports, BPMC Minutes 3/5/18 Page 1 of 5 summaries of weekly meetings,monthly reports to Federal Energy Regulatory Commission (FERC),and accounting information.The first barge could go across in April.Blasting could begin after the final approvals are received in May or June. Mr.Carey discussed the land transfer request from Department of Natural Resources (DNR)to Bureau of Land Management (BLM)was placed a couple of years ago.He noted the current status has been reported to be moving along very quickly and the hope is the land transfercouldoccurverysoon.A further update could be provided in executive session. Chair Janorschke noted the need for an executive session regarding this issue during the meeting.Mr.1zzo agreed. Mr.Quiachon requested the schedule of values relative to schedule be reported on a monthly basis.Mr.Carey noted all the information will be available for review on the share-point site, including current pay requests and projected total expenditures. Chair Janorschke requested an update to the scope of work for Ron Rebenitsch.Mr.Jorgensen informed a scope of work has been prepared for Mr.Rebenitsch and a consulting agreement is anticipated to be signed this month.Mr.Rebenitsch is expected to spend time onsite,monitor project communications among AEA,the engineer,the contractor,Orion Marine Group,and report to the BPMC on issues that materially affect the financial interest of the BPMC.He is expected to observe,photograph,and report on the work in-progress,compliance,and conformance to contract plans and specifications.Mr.Rebenitsch is expected to prepare monthly reports for the BPMC,as well as make available weekly and daily reports.He is expected to verify and provide opinion as to change orders.The role does not include any project management responsibilities or authority. A.FY19 Budget Ms.Garner provided the Bradley Lake Hydroelectric Project 2019 Draft Budget.It is due to be submitted to the Trustee by April 1.The O&D Committee and the Budget Subcommittee have discussed the presented Draft Budget.Ms.Garner gave a page-by-page review of the Draft Budget. Mr.Thibert commented the Battle Creek administrative costs of $168,000 seem high.He asked if administrative fees have been included on other projects.Mr.Carey stated no other projects have had administrative fees.The previous projects were considerably smaller and running through the operator.Battle Creek requires additional financials.Once construction is completed,procurement costs,for example,will be eliminated.Ms.Garner informed the administrative fees for Battle Creek are only for accounting and procurement.The legal fees are separate and Mr.Carey's time gets charged directly to the construction project.Ms.Reiser stated the list of administrative fee components is available for review. Mr.Foutz asked where the fees for Mr.Rebenitsch are represented in the budget.Chair Janorschke indicated fees for Mr.Rebenitsch are not included in this budget.Mr.Carey informed budget amendments can be presented after April 1%. MOTION:Mr.Thibert made a motion the BPMC approve the FY 2019 Operating and Capital Budget as presented.Mr.Johnston seconded the motion. A roll call vote was taken,and the motion passed unanimously. BPMC Minutes 3/5/18 Page 2 of 5 B.FY18 Battle Creek Budget Amendment Ms.Garner reported members were provided the third amendment to the FY18 Budget,which only affects the Battle Creek participants.Ms.Garner reviewed the budget amendment.The Finance Committee has reviewed the amendment and offers support. Mr.Thibert asked if the first draw can be cash rather than from the loan.Ms.Garner agreed that option is available for discussion. MOTION:Mr.Thibert made a motion the BPMC approve the third amendment to the FY 18 Bradley Lake Hydroelectric Project Budget.This includes an increased budget of$164,699 for the purchase of two trucks,an increase in debt service payments,and an increase in capital reserve contribution for the West Fork Upper Battle Creek Project to be paid for by the Battle Creek participating utilities.Mr.Foutz seconded the motion. A roll call vote was taken,and the motion passed unanimously. D.Battle Creek Share Reallocation Procedures Mr.Gibson informed members have been provided a memo delineating the changes throughout Resolution 2017-02.Mr.Gibson reviewed the updates.He requested members assess the changes to ensure completion.Mr.Gibson recommended the amendments be voted on at the next meeting. E.Bradley Operator RFP update Mr.Carey noted AEA worked with several utility representatives on the scope and evaluation criteria of the Operator RFP.Questions have been received from possible proposers and have been forwarded to the contracting procurement department.Responses could be sent out within two weeks.The Evaluation Committee is expected to be comprised of five members. Three would be from the State.Mr.Carey recommends one of the knowledgeable members not be from the Railbelt and suggested one from SE Alaska.The Notice of Intent to Award is estimated to be prepared June 1%.If there is a new operator,that supervisor would need to arrive at Bradley by September 1*to shadow the current operators.Mr.Carey informed January 1,2019 is the date the new operator will take over 100%or the existing operator will begin under the new contract. Mr.Carey requested a motion be passed approving AEA's expenditure of up to $5,000 from the FY18 Budget for administrative expenses for operator RFP evaluation. Mr.Foutz agreed with having a non-Railbelt engineer serve on the Evaluation Committee.He suggested the person could be from Alaska Village Electric Cooperative (AVEC)or Kodiak Electric.Mr.Thibert does not believe representatives from AVEC would have the desired expertise.He supports the process. MOTION:Mr.Carey made a motion the BPMC approves AEA to expend up to $5,000 from the FY18 Budget FERC 920 and 930 administrative expenses for operator RFP evaluation. Mr.Thibert seconded the motion. A roll call vote was taken,and the motion passed unanimously. BPMC Minutes 3/5/18 Page 3 of 5 Chair Janorschke asked if the BPMC operating cost will be doubled during the last quarter of the year because of the potentially new operator beginning September 1.Mr.Carey informed if there is a new operator,one or two people will be on location and would require some type of budget amendment. F.Soldotna SVS O&M Agreement Mr.Gibson informed he prepared the Soldotna SVS O&M Agreement in member packets from the discussions between HEA,AEA,and CEA.Mr.Gibson informed all the parties have reviewed and accepted the agreement.He specifically discussed Mr.Foutz'suggestion of including a mutually agreeable termination clause,whereby a party mutually agrees to exit with a two-year notice.Mr.Gibson advised CEA no longer handles the Soldotna SVS field operation.HEA has been operator as of January 1%.Mr.Gibson stated the BPMC-approved document will be used as a standardized template for the Daves Creek SVS. Mr.Thibert requested to include a similar clause used in the O&M agreement.Mr.Gibson agreed and believes it would be a useful standardization. MOTION:Mr.Foutz made a motion to approve the existing Soldotna SVS O&M Agreement,as amended to reflect a termination clause that allows for a two-year notice by either party to terminate the agreement.Mr.Thibert seconded the motion. A roll call vote was taken,and the motion passed unanimously. Mr.Gibson reiterated his intention to bring forward the Daves SVS Agreement is a similar form for the Committee's review and approval. Mr.Foutz asked if the costs of this agreement are retroactive.Chair Janorschke indicated costs are retroactive.He expressed appreciation to all parties involved in this effort. 7.REPORTS A.O&D REPORT -ML&P Mr.Warner reviewed the system events and repairs.The current 27 megawatts of spin allocation at Bradley Lake will be maintained until the spin quality study reveals a finding.The purchase order to Emerson was issued on February 28"for the fish water automation project. The project is anticipated to be commissioned in the spring of 2018. Mr.Warner informed AEA and the utilities met with Orion on February 8"to discuss the previously reviewed construction schedule and access to the share-file site.Mr.Warren noted more discussion will occur with members of the BPMC regarding the project O&M cost allocation per Resolution 2017-02.Mr.Warner noted the O&D has an understanding the 4% O&M agreed to in the resolution will begin once water goes through the pipe.He requested clarification if the understanding is inaccurate so discussion can occur.The O&D will further examine the creation of an operator's accounting for the time spent on the Battle Creek Diversion project.The operator could potentially use discretion for de minimis work that may occur related to Battle Creek Diversion.The budget was reviewed at the meeting and the results were presented today. B.OPERATORS REPORT BPMC Minutes 3/5/18 Page 4 of 5 Mr.Day directed the members to the Operator's Report provided in the packet.There was approximately 9,000-acre feet of inflow during January and no inflow in February.TheoperatingsystematBradleywasrebootedandprogressisbeingmadeontheresultant issuesfound.A meeting with Emerson occurred to kick-off the fish water control automation project.The ambulance and haif-ton pick-up truck have been purchased and received in Homer.OrionMarineGroupisexpectedtocometoBattleCreekforanorientationvisitFriday.The units havebeenprimarilyrunningwellandhavebeenreadilyavailable.A new maintenance managementsystemisbeingimplementedandwillbeanimprovement. 8.COMMITTEE ASSIGNMENTS None. MOTION:A motion was made to go into Executive Session to discuss legal issues andstrategyrelatedtoobtainingconveyanceoffederallands.Mr.Izzo seconded the motion. Motion passed without objection. 8.5 EXECUTIVE SESSION:2:22 p.m. The Committee reconvened its regular meeting at 2:31 p.m. 9.MEMBERS COMMENTS Mr.Thibert expressed appreciation to the O&D Committee and Budget Committee for theirdiligenceinpreparingfortoday's meeting. Mr.Izzo added appreciation to Ms.Garner,staff,and the Finance Committee for preparations of today's meeting. Mr.Johnston echoed previous comments. Mr.Foutz added Mr.Gibson to the list of appreciation. Chair Janorschke echoed previous statements of appreciation and believes the efforts in being well-prepared contributed to a smooth meeting. 10.NEXT MEETING DATE The next meeting is a scheduled on Friday,April 20,2018. 11.ADJOURNMENT There being no further business for the committee,the meeting adjourned at 2:34 p.m. eaBradJanorschke,C {Attest:On,Janet Reisér Alaskadefiergy Authority,Secretary BPMC Minutes 3/5/18 Page 5 of 5 10. 11. BRADLEY LAKE PROJECT MANAGEMENT COMMITTEE REGULAR MEETING Monday,March 5,2018 1:30 P.M. Alaska Energy Authority,Board Room 813 W.Northern Lights Boulevard,Anchorage,Alaska AGENDA CALL TO ORDER ROLL CALL FOR COMMITTEE MEMBERS PUBLIC ROLL CALL PUBLIC COMMENTS AGENDA APPROVAL NEW BUSINESS FY19 Budget FYi8 Battle Creek Budget Amendment Battle Creek Update Battle Creek Share Reallocation Procedures Bradley Operator RFP update 7FPODOowRPpSoldotna SVS O&M Agreement REPORTS A Q&D REPORT -ML&P B OPERATORS REPORT COMMITTEE ASSIGNMENTS MEMBERS COMMENTS NEXT MEETING DATE-Friday,April 20,2018 ADJOURNMENT To participate VIA TELECONFERENCE-1-888-585-9008 -Conference room code 467-050-126 AEA AEA Kirk Gibson AEA Kirk Gibson ALASKA ENERGY AUTHORITY BRADLEY LAKE HYDROELECTRIC PROJECT 2019 DRAFT BUDGET DATE:03/05/18 ioe Larue hae " Ria ears ; =eeeSo ALASKA ENERGY AUTHORITY BRADLEY LAKE HYDROELECTRIC PROJECT 2019 Budget Contents Schedule Description Page# Overview of Budget Changes between FY18 Amended Budget 02/02/18 and FY19 Draft Budget 3 Schedule A Budget Summary 4 Schedule A-1 Capital Purchases not funded by R&C 5 Schedule B Operations &Maintenance Budget 6-12 Schedule C Monthly Utility Contributions 13 Schedule D R&C Fund Disbursements and Repayments 14 Schedule E Battle Creek Capital Purchases 15 Schedule F Battle Creek Administrative Costs 16 Schedule G Battle Creek Monthly Utility Contributions 17 3/1/201812:54 PMH:\Accounting\AEA FY19 FS Shared Files\Bradley Lake\Budget\2019-Bradley Budget-Draft-030518.xIsx 2 of 17 ALASKA ENERGY AUTHORITY BRADLEY LAKE HYDROELECTRIC PROJECT Overview of Budget Changes between FY18 Amended Budget 02/02/18 and FY19 Draft Budget FY18 Amended Budgeted 02/02/18 Utility Contributions 19,819,362 From Schedule A REVENUES Increase in interest income (10,000) (10,000) EXPENSES Decrease Operations &Maintenance (101,471) Decrease Renewals/Replacements (R&C Fund Repayments)(47,239) Decrease Non R&C Capital Purchases (1,247,000) Increase Transfer To(From)Operating Reserve 91,851 Increase Debt Service 488 Decrease Arbitrage Transfer 9,180 (1,312,552) Net change in utility contributions (1,322,552) FY19 Draft Budgeted Utility Contributions 18,496,810 Battle Creek-FY18 Amended Budgeted 02/02/18 Utility Contributions 4,165,020 From Schedule A EXPENSES Increase in Battle Creek Administrative costs 156,743 Decrease in Capital Purchases (400,000) Increase in Transfer To(From)Operating Reserve 22,749 Increase in Debt Service 985,069 Decrease in Cost of Issuance 9th Series (21,217) Decrease in Capital Reserve Contribution 2,366,540 (1,623,195) Net change in utility contributions (1,623,195) Battle Creek-FY19 Draft Budgeted Utility Contributions 2,541,824 3/1/201812:54 PM2019-BradleyBudget-Draft-030518.xlsxOverview Page 3 of 17 ALASKA ENERGY AUTHORITY BRADLEY LAKE HYDROELECTRIC PROJECT Budget Summary Schedule A FY2018 FY2019 *Inc(Dec)From FY2016 FY2017 02/02/18 Amended Draft »PY Amended Bradley Lake (excluding Battle Creek shown below)Actuals Actuals Budget Budget Budget Revenues,Expenses &Changes In surplus Revenues Utility Contributions (sch C)17,828,513 17,172,295 19,819,362 18,496,810 (1,322,552) Interest Income 1,930,547 1,991,555 1,845,000 1,855,000 10,000 19,759,060 19,163,850 21,664,362 20,351,810 (1,312,552) Expenses Operations &Maintenance (sch B)4,273,634 4,011,783 4,593,387 4,491,916 (101,471) Renewals/Replacements (R&C Fund Repayments)(sch D)2,692,710 2,476,905 2,793,307 2,746,068 (47,239) Non R&C Capital Purchases (sch A-1)26,444 89 1,307,000 60,000 (1,247,000) Transfer To(From)Operating Reserve (9,747)(85,531)(112,145)(20,294)91,851 Debt Service (net of Capital Reserve Reductions)12,494,600 12,426,200 12,778,100 12,778,588 488 Arbitrage Transfer 281,419 334,404 304,713 295,533 (9,180) 19,759,060 19,163,850 21,664,362 20,351,810 |(1,342,552) Surplus (Deficit)it]0 it 0 Other Project Costs -Battle Creek Revenues,Expenses &Changes in surplus Revenues -Battle Creek Utility Contributions (sch G)0 800,000 400,000 *0 (400,000) Utility Contributions (sch G)0 0 468,657 2,541,824 2,073,167 Capital Reserve Contributions 0 0 2,796,378 0 (2,796,378) Other Available Funds 0 0 499,985 0 (499,985) 0 800,000 4,165,020 2,541,824 (1,623,196) Expenses -Battle Creek Battle Creek Administrative costs (sch F)0 0 43,000 199,743 156,743 Capital Purchases (sch E)0 800,000 400,000 0 (400,000) Transfer To(From)Operating Reserve 0 0 8,600 |31,349 22,749 Debt Service 0 0 895,825 1,880,894 985,069 IRS Subsidy 0 0 0 0 0 Cost of Issuance Sth Series 0 0 21,217 0 (21,217) Capital Reserve Contribution 0 0 2,796,378 429,838 (2,366,540) Arbitrage Transfer 0 0 0 0 0 tt)800,000 4,165,020 2,541,824 |(1,623,195) Surplus (Deficit)0 0 0 0 Other Information Operating Reserve *1,116,353 802,357 918,677 898,383 Operating Reserve -Battle Creek*0 0 8,600 39,949 Monthly Contributions 1,654,119 1,431,025 3,303,227 1,541,401 Monthly Contributions Battle Creek 0 )0 211,819 *Required to be 20%of budgeted operating expense 3/1/201812:54 PM2019-BradleyBudget-Draft-030518.xIsxSch A Page4 of 17 ALASKA ENERGY AUTHORITY BRADLEY LAKE HYDROELECTRIC PROJECT Capital Purchases Not Funded by R&C Fund Schedule A-1 FY17 FY18 FY18 FY19 @11/30/17 Draft Capital Project Description Actuals Actuals Projected Budget Comments Replace/Automate Fish Water Valves &Actuators 89 195,900 385,000 .phase one is the new radio upgrades completed 2018.Will likely extend into 2019,most'unds come from 2018 excess monies on loader and crane. Equipment storage shed (unheated bus barn)-11,646 400,000 -[Design Estimate is 470,000.This project was moved to the FY19 R&C fund $500,000. 1 ton Flatbed with Plow --62,000 -Jpurchased 2018 approx $62k Battle Creek Bridge Repair Refurbishment (2)--182,000 -[Anticipated completion in FY2018 [Mobil Crane 40 to 50 tons (used)-32,456 41,200 -[purchased 2018 for 31,200 +10,000 in repair.Excess FY18 budget moved to fish water Replace Michigan Loader --250,000 -|purchased 2018 for approx.$250,000.Excess FY18 budget moved to fish water. Upgrade Crews Quarters\Residence Kitchen -1,850 165,000 +[Anticipated completion in FY2018 {Replace 1988 Suburban Ambulance --58,000 - |purchased 2018 for approx.$58k 1/2 ton Pick up truck --32,000 +|purchased 2018 for approx.$32k Replace High Bay Lighting in Power Plant 14,220 20,000 -|FY19 replace high bay lighting is in the FY19 O&M budget Turbine Noel Repak ;:0.0 eea ee eeee re aaa oY Seaton,Wemay nedTotalNonR&C Capital Purchases 89 256,072 1,295,200 60,000 3/1/201812:54 PM2019-BradleyBudget-Draft-030518.xsxSch A-1 Page 5 of 17 ALASKA ENERGY AUTHORITY BRADLEY LAKE HYDROELECTRIC PROJECT Operations &Maintenance Budget Schedule B HEA 3,365,387 HEA 3,209,154 HEA 2,828,029 HEA 2,794,282 CEA 408,098 CEA 190,187 CEA 183,499 CEA 114,448 AEA 1,808,280 AEA 1,754,770 AEA 1,705,585 AEA 1,583,186 FY16 FY17 FY18 FYi9 FY16 FY17 FY18 increase Amended (Over)Under Amended (Over)Under Approved Actual @ (Over)Under FY19 Draft (Decrease) Budget Actual Budget to date Budget Actual Budget to date Budget 11/30/17 _|Budget to date Budget from PY y by cost type Labor &Benefits 2,143,223 1,738,336 404,887 2,005,079 1,533,371 471,708 1,889,814 723,114 1,166,700 1,900,742 10,928 Travel 98,600 13,796 84,804 132,950 27,009 105,941 76,950 4,978 71,972 33,950 (43,000) Training 38,731 10,819 27,912 49,300 35,736 13,564 49,300 8,130 41,170 49,300 - Contractual 1,205,659 813,606 392,053 1,217,418 850,184 367,234 841,062 176,194 664,868 868,216 27,154 Supplies &Materials 275,760 95,952 179,808 229,358 113,151 116,207 183,345 77,130 106,215 204,345 21,000 Other Costs 451,846 375,357 76,489 381,744 298,031 83,713 387,818 33,410 354,408 270,660 (117,158) Equipment,Furniture and Machinery 33,130 6,051 27,079 11,500 9,553 1,947 7,000 3,091 3,909 7,000 - [Maintenance Projects 13,000 3,457 9,543 ----795 (795)-- Administrative Costs 1,321,817 1,216,260 105,557 1,126,761 14,144,749 (17,988)1,158,098 418,402 739,696 1,157,703 (395) 5,581,766 4,273,634 1,308,131 5,154,110 4,011,785 1,142,326 4,593,387 1,445,244 3,148,143 4,491,916 (101,471) FERC 535 -Operation Supervision &Engineering Operations Sup/Eng Bradley Lake Operating Labor &Benefits 304,235 321,664 (17,429)299,649 266,820 32,829 265,587 114,163 151,434 270,953 §,366 Travel 9,500 9,281 219 10,450 9,452 998 10,450 347 10,103 10,450 - Training 7,904 2,080 5,824 9,300 11,171 (1,871)9,300 1,911 7,389 9,300 - Contractual 1,445 -1,445 1,400 300 1,100 1,000 -1,000 1,000 - Supplies &Materials 6,203 346 5,857 4,100 5,781 (1,681)4,000 367 3,633 4,000 - Bradley Lake Operating Total 329,287 333,371 (4,084)324,899 293,523 31,376 290,337 116,778 173,559 295,703 5,366 FERC 535 -Operation Supervision &Engineering Total 329,287 333,371 (4,084)324,899 293,523 31,376 290,337 116,778 173,559 295,703 JHEA 5,366 FERC 537 -Hydraulic Expenses Hydraulic Expenses Bradley Lake Operating Labor &Benefits 95,273 81,677 13,596 92,746 65,670 27,076 94,453 28,821 65,632 98,853 4,400 Contractual 17,180 -17,180 4,000 5,647 (1,647)2,000 -2,000 2,000 : Supplies &Materials 2,608 1,277 1,331 2,900 886 2,014 2,000 352 1,648 2,000 : Bradiey Lake Operating Total 115,061 82,954 32,107 99,646 72,202 27,444 98,453 29,173 69,280 162,853 4,400 FERC 537 -Hydraulic Expenses Total 115,061 82,954 32,107 99,646 72,202 27,444 98,453 29,173 69,280 102,853 [HEA 4,400 3/1/201812:54 PM2019-BradleyBudget-Draft-030518.xisxSch B Page6of17 FY1i6 FYi7 Fyi8 Fvi9 FY16 FY17 FY18 Increase Amended (Over)Under Amended (Over)Under Approved Actual @ (Over)Under FY19 Draft (Decrease) Budget Actual Budget to date Budget Actual Budget to date Budget 11/30/17 |Budget to date Budget from PY FERC 538 -Electric Expenses Electric Expenses Bradley Lake Operating Labor &Benefits 257,107 215,440 41,667 242,940 193,058 49,882 232,294 85,570 146,724 240,998 8,704 Travel ---7,000 8,638 (1,638)7,000 2,930 4,070 7,000 - Training 30,827 8,739 22,088 25,000 23,737 1,263 25,000 -25,000 25,000 - Contractual 3,342 1,400 1,942 2,000 1,400 600 2,000 1,400 600 2,000 - Supplies &Materials 12,232 6,241 5,991 8,500 4,672 3,828 9,732 -9,732 9,732 - Bradley Lake Operating Total 303,508 231,820 71,688 285,440 231,505 53,934 276,026 89,900 186,126 284,730 8,704 FERC 538 -Electric Expenses Total 303,508 231,820 71,688 285,440 231,505 53,934 276,026 89,900 186,126 284,730 HEA 8,704 FERC 539 -Misc.Hydraulic Power Generation Expenses Mise Hydro Power Exp Bradley Lake Operating Labor &Benefits 189,473 158,532 30,941 178,991 137,740 41,251 179,530 66,934 112,596 216,960 37,430 Training ---15,000 829 14,171 15,000 6,219 8,781 15,000 - Contractual 315,249 285,812 29,437 297,048 214,899 82,149 287,525 68,505 219,020 287 525 - Supplies &Materials 22,000 19,041 2,959 17,900 19,695 (1,795)17,900 5,466 12,434 17,900 - Bradley Lake Operating Total 526,722 463,385 63,337 508,939 373,163 135,777 499,955 147,124 352,831 537,385 [HEA 37,430 BRADLEY CIRCUITS/RADIO TO BERNICE LK Other Costs 30,000 31,059 (1,059)35,695 35,696 (1)35,695 14,873 20,822 35,695 - BRADLEY CIRCUITS/RADIO TO BERNICE LK Total 30,000 31,059 (1,059)35,695 35,696 (1)35,695 14,873 20,822 35,695 [HEA - BRADLEY CIRCUITS BERNICE LK TO ANCH Other Costs 28,746 29,864 (1,118)29,773 29,540 233 29,773 12,334 17,439 29,773 - BRADLEY CIRCUITS BERNICE LK TO ANCH Total 28,746 29,864 (1,118)29,773 29,540 233 29,773 12,334 17,439 29,773 [CEA - FERC 539 -Misc.Hydraulic Power Generation Expenses Total 585,468 524,308 61,160 574,407 438,398 136,009 565,423 174,332 391,091 602,853 37,430 TFERC 540 -Rents FERC Land Use Fee Bradley Lake Operating Other Costs 183,000 279,876 (96,876)312,176 230,614 81,562 318,000 -318,000 200,842 (117,158) Bradley Lake Operating Total 183,000 279,876 (96,876)312,476 230,614 84,562 318,000 -318,000 200,842 (117,158) FERC 540 -Rents Total 183,000 279,876 (96,876)312,176 230,614 81,562 318,000 -318,000 200,842 [AEA (117,158) 3/1/201812:54 PM2019-BradleyBudget-Draft-030518.xdsxSch B Page 7 of 17 FY16 FY17 Fv18 FY19 FY16 FY17 FY18 Increase Amended (Over)Under Amended (Over)Under Approved Actual @ (Over)Under FY19_Draft (Decrease) Budget Actual Budget to date Budget Actual Budget to date Budget 11/30/17 |Budget to date Budget from PY FERC 541 -Maintenance Supervision &Engineering Maint Supervision/Eng Bradley Lake Operating Labor &Benefits 222,118 239,299 (17,181)224,284 229,602 (5,318)272,586 114,811 187,775 277,696 5,110 Bradley Lake Operating Total 222,118 239,299 (17,181)224,284 229,602 (5,318)272,586 114,811 187,775 277,696 5,110 FERC 541 -Maintenance Supervision &Engineering Total 222,118 239,299 (17,181)224,284 229,602 (5,318)272,586 114,811 157,775 277,696 HEA 5,110 FERC 542 -Maintenance of Structures Maintenance of Structures Bradley Lake Operating Labor &Benefits 95,273 89,890 5,383 92,746 65,629 27,117 94,453 28,848 65,605 98,853 4,400 Contractual ---10,000 -10,000 10,000 -10,000 10,000 - Supplies &Materials 61,273 23,398 37,875 53,713 42,233 11,480 §3,713 26,696 27,017 53,713 : Equipment,Furniture and Machinery 11,500 6,051 §,449 11,500 8,318 3,182 7,000 3,091 3,909 7,000 : Maintenance Projects 4,000 1,827 2,173 --fd --::: Bradley Lake Operating Total 172,046 121,166 50,880 167,959 116,180 51,779 165,166 58,635 106,531 169,566 4,400 FERC 542 -Maintenance of Structures Total 172,046 121,166 50,880 167,959 116,180 $1,779 165,166 58,635 106,531 169,566 [HEA 4,400 FERC 543 -Maintenance of Reservoirs,Dams &Waterways Maint Res,Dams,WWays Bradley Lake Operating Labor &Benefits 51,276 42,848 8,428 50,409 50,035 374 50,610 1,471 49,139 53,091 2,481 Contractual §,200 9,080 (3,880)5,200 63,704 (58,504)6,500 -6,500 6,500 : Bradley Lake Operating Total 56,476 51,928 4,548 55,609 113,739 (58,430)57,110 1,471 55,639 59,591 2,481 BRADLEY NUKA REPAIR Contractual ---15,000 980 14,020 15,000 -15,000 15,000 - Equipment,Furniture and Machinery 21,630 -21,630 -------- BRADLEY NUKA REPAIR Total 21,630 -21,630 15,000 980 14,020 15,000 -15,000 15,000 - BRADLEY POWER TUNNEL MAINT (Dam) Contractual 20,000 3,673 16,327 15,000 9,431 5,569 15,000 -15,000 15,000 - BRADLEY POWER TUNNEL MAINT (Dam)Total 20,000 3,673 16,327 15,000 9,431 §,569 15,000 -15,000 15,000 - BRADLEY POWER TUNNEL DRAIN CLN/INSP (P/House} Maintenance Projects 9,000 1,557 --------- BRADLEY POWER TUNNEL DRAIN CLN/INSP (P/House)Total 9,000 1,557 ----°ba --- FERC 543 -Maintenance of Reservoirs,Dams &Waterways Total 107,106 57,158 49,948 85,609 124,151 (38,542)87,110 1,471 85,639 89,591 [HEA 2,481 3/1/201812:54 PM2019-BradleyBudget-Draft-030518.xisxSch B Page 8 of 17 3/1/201812:54 PM2019-BradleyBudget-Draft-030518..dsxSch B FY16 FY17 Fyv18 FY19 FY16 FY17 FY18 Increase Amended (Over}Under Amended (Over)Under Approved Actual @ (Over)Under FY19_Draft (Decrease) Budget Actual Budget to date Budget Actual Budget to date Budget 11/30/17 __|Budget to date Budget from PY FERC 544 -Maintenance of Electric Plant Maintenance of Elec Plant Bradley Lake Operating Labor &Benefits 381,093 336,417 44,676 370,983 266,161 104,822 379,102 116,720 262,382 397,141 18,039 Travel 3,500 3,270 230 4,500 740 3,760 4,500 -4,500 4,500 - Contractual 91,443 69,651 21,792 79,000 36,844 42,156 70,000 19,363 50,637 70,000 - Supplies &Materials 27,245 10,4142 17,103 27,245 13,084 14,164 20,000 1,476 18,524 20,000 - Maintenance Projects ----------- Bradley Lake Operating Total 503,281 419,480 83,801 481,728 316,826 164,902 473,602 137,559 336,043 491,641 18,039 BRADLEY HIGH BAY LIGHTS Supplies &Materials ---------30,000 30,000 BRADLEY HIGH BAY LIGHTS Total ---------30,000 30,000 FERC 544 -Maintenance of Electric Plant Total $03,281 419,480 83,801 481,728 316,826 164,902 473,602 137,559 336,043 521,641 THEA 48,039 FERC 545 -Maintenance of Misc.Hydraulic Plant Maint of Misc Hydr Plant Bradley Lake Operating Labor &Benefits 95,273 94,653 620 92,746 66,129 26,617 94,453 29,149 65,304 98,853 4,400 Contractual 3,900 -3,900 3,900 5,274 (1,374)3,900 -3,900 3,900 - Supplies &Materials 43,000 28,044 14,956 43,000 20,631 22,369 35,000 41,000 (6,000)35,000 - Bradley Lake Operating Total 142,173 122,697 19,476 139,646 92,034 47,612 133,353 70,149 63,204 137,753 4,400 BRADLEY FISH WATER DSGN/MIDDLE FORK SHACK IMPR Contractual 24,900 -24,900 20,000 -20,000 -1,345 (1,345)-- BRADLEY FISH WATER DSGN/MIDDLE FORK SHACK IMPR Total 24,900 -24,900 20,000 -20,000 -1,345 (1,345)-- FERC 545 -Maintenance of Misc.Hydraulic Plant Total 167,073 122,697 44,376 159,646 92,034 67,612 133,353 71,494 61,859 137,753 [HEA 4,400 FERC 556 -System Control &Load Dispatching System Cntl &Load Disp Bradley Lake Operating Labor &Benefits 49,000 10,478 38,522 49,502 27,294 22,207 20,618 7A76 13,442 21,506 888 Contractual 8,500 31 8,469 60,500 66,135 (5,635)53,000 §,437 47,563 53,000 - Supplies &Materials 6,199 4,090 2,109 6,000 2,229 3,771 6,000 -6,000 6,000 - Bradley Lake Operating Total 63,699 14,599 49,100 116,002 95,657 20,344 79,618 12,613 67,005 80,506 [HEA 888 BRADLEY EMERSON ANTIVIRUS UPGRADE Contractual ---------40,000 40,000 BRADLEY EMERSON ANTIVIRUS UPGRADE Total ---------40,000 [HEA 40,000 BRADLEY POWERHOUSE PC'S Contractual §0,000 37,261 12,739 -------- BRADLEY POWERHOUSE PC'S Total 50,000 37,261 12,739 -------HEA - Page 9of 17 FY16 FY17 FYi8 FYi9 FY16 FY17 FY18 Increase Amended (Over)Under Amended (Over)Under Approved Actual @ (Over)Under FY19 Draft (Decrease) Budget Actual Budget to date Budget Actual Budget to date Budget 11/30/17 |Budget to date Budget from PY Snow Measurement Bradiey Lake Operating Contractual 10,000 10,000 -10,000 10,000 -10,000 10,000 -12,000 JAEA 2,000 Bradley Lake Operating Total 10,000 10,000 -10,000 10,000 .10,000 10,000 -12,000 2,000 Seismic Service Bradley Lake Operating Contractual 62,000 60,370 1,630 60,370 61,358 (988)62,000 16,778 45,222 62,000 JAEA : Bradley Lake Operating Total 62,000 60,370 1,630 60,370 61,358 (988)62,000 16,778 45,222 62,000 : Streamguaging Serv Bradley Lake Operating Contractual 296,000 301,338 (5,338)310,000 157,164 152,836 213,137 §3,284 159,853 206,291 JAEA (6,846) Bradley Lake Operating Total 296,000 301,338 (5,338)310,000 157,164 152,836 213,137 53,284 159,853 206,291 (6,846) Permits Bradley Lake Operating Other Costs 100 350 (250)100 450 (350)350 -350 350 JAEA - Bradley Lake Operating Total 100 350 (250)100 450 (350)350 -350 350 - FERC 556 -System Control &Load Dispatching Total 481,799 423,918 57,881 496,472 324,629 171,842 365,105 92,675 272,430 401,147 36,042 FERC 562 -Station Expenses Station Expenses SVC/Substation Mair Contract Labor &Benefits 251,852 147,344 104,508 130,414 151,868 (21,455)123,726 64,731 58,995 65,675 [CEA (58,051) Labor &Benefits -----:123,726 64,731 58,995 29,043 JHEA (94,683) Travel 26,000 (31)26,031 6,000 -6,000 6,000 1,701 4,299 2,000 ICEA (4,000)Contractual 6,500 1,244 5,256 4,000 3,447 554 4,000 :4,000 2,000 [CEA (2,000) Contractual ---------30,000 JHEA 30,000 Supplies &Materials 95,000 2,118 92,882 16,000 3,848 12,152 16,000 1,773 14,227 11,000 JCEA (5,000) Supplies &Materials ---------10,000 JHEA 10,000 Other Costs -9,208 (9,208)4,000 1,148 2,852 4,000 6,202 (2,202)4,000 [CEA - Maintenance Projects :73 (73)----795 (795)=JCEA : SVC/Substation Maintenance Contract Total 379,352 159,956 219,396 160,414 160,311 103 153,726 139,933 13,793 153,718 (8) |FERC $62 -Station Expenses Total 379,352 159,956 219,396 160,414 160,311 103 153,726 139,933 13,793 153,718 (8) 3/1/201812:54 PM2019-BradleyBudget-Draft-030518.xdsxSch B Page 10 of 17 3/1/201812:54 PM2019-BradleyBudget-Draft-030518..dsxSch B FY16 FY17 FY18 FY19 FY16 FY17 FY18 Increase Amended (Over)Under Amended (Over)Under Approved Actual @ (Over)Under FY19 Draft (Decrease) Budget Actual Budget to date Budget Actual Budget to date Budget 11/30/17 _|Budget to date Budget from PY FERC 571 -Maintenance of Overhead Lines Maint of OH Lines Bradley Lake Operating Labor &Benefits 146,320 94 146,226 179,671 7,014 172,657 82,402 -82,402 31,120 (51,282) Travel 54,600 1,276 53,324 95,000 8,179 86,821 49,000 -49,000 10,000 (39,000) Contractual 90,000 33,746 56,254 50,000 -50,000 86,000 -86,000 50,000 (36,000) Supplies &Materials -1,255 (1,255)50,000 95 49,905 19,000 -19,000 5,000 (14,000) Other Costs ----584 (584)----- Bradley Lake Operating Total 290,920 36,371 254,549 374,671 15,872 358,799 236,402 -236,402 96,120 (140,282) BRADLEY JUNCTION SWITCH REMOVAL Travel ---§,000 -5,000 -:--- Contractual ---70,000 73,076 (3,076)--:-- Other Costs 210,000 25,000 185,000 -------- BRADLEY JUNCTION SWITCH REMOVAL Total 210,000 25,000 185,000 75,000 73,076 1,924 ----- MARKER BALL REPLACEMENT Labor &Benefits 4,929 -4,929 -6,352 (6,352)----- Travel 5,000 -5,000 5,000 -5,000 ----- Contractual 200,000 -200,000 200,000 140,526 59,474 -83 (83)-- Equipment,Furniture and Machinery ----1,235 (1,235)----- MARKER BALL REPLACEMENT Total 209,929 :209,929 205,000 148,113 56,887 -83 (83)-- FERC 571 -Maintenance of Overhead Lines Total 710,849 61,371 649,478 654,671 237,061 417,610 236,402 83 236,319 96,120 {HEA (140,282) FERC 920 &930 -Administrative Expense AEA Bradley Fixed Admin Fees Bradley Lake Operating Administrative Costs 200,000 200,000 -200,000 200,000 -200,000 83,333 116,667 200,000 JAEA - Bradley Lake Operating Total 200,000 200,000 -200,000 200,000 -200,000 83,333 116,667 200,000 - Operating Committee Exp-Audit Bradley Lake Operating Administrative Costs 116,250 101,530 14,720 16,494 16,500 (6)16,800 -16,800 16,500 JAEA (300) Bradley Lake Operating Total 116,250 101,530 14,720 16,494 16,500 (6)16,800 -16,800 16,500 {300) Operating Committee Exp-Legal Bradley Lake Operating Administrative Costs 25,000 77,719 (52,719)25,000 57,444 (32,444)25,000 40,499 (15,499)25,000 JAEA - Bradley Lake Operating Total 25,000 77,719 (52,719)25,000 57,444 (32,444)25,000 40,499 (15,499)25,000 - Page 11 of 17 FY16 FY17 FY18 FY19 FY16 FY17 FY18 increase Amended (Over)Under Amended (Over)Under Approved Actual @ (Over)Under FY19_Draft (Decrease) Budget Actual Budget to date Budget Actual Budget to date Budget 11/30/17 _|Budget to date Budget from PY Operat Committee Exp-Arbitrage Bradley Lake Operating Administrative Costs 3,630 7,010 (3,380)3,630 3,630 -3,380 -3,380 2,935 JAEA (445) Bradley Lake Operating Total 3,630 7,010 (3,380)3,630 3,630 -3,380 -3,380 2,935 (445) Trust &Account Fees Bradley Lake Operating Administrative Costs 12,300 11,918 382 12,000 11,918 82 11,918 §,959 5,959 11,918 FAEA : Bradley Lake Operating Total 12,300 11,918 382 42,000 11,918 82 11,918 5,959 5,959 11,918 - Mise Admin Bradley Lake Operating Administrative Costs -8,375 (8,375)-10,000 (10,000)10,000 -10,000 10,350 JAEA 350 Bradley Lake Operating Total -8,375 (8,375)"10,000 (10,000)10,000 -10,000 10,350 350 FERC 920 &930 -Administrative Expense Total 357,180 406,552 (49,372)257,124 299,492 (42,368)267,098 129,791 137,307 266,703 (395) FERC 924 &925 -Insurance Premiums Insurance Premiums Bradley Lake Operating Administrative Costs 510,000 477,981 32,019 §00,000 502,391 (2,391)525,000 236,957 288,043 525,000 JAEA - Administrative Costs 64,637 52,541 12,096 64,637 52,279 12,358 56,000 20,718 35,282 56,000 [HEA - Bradley Lake Operating Total 574,637 §30,522 44,115 564,637 554,670 9,967 581,000 257,675 323,325 581,000 - Risk Management Bradley Lake Operating Administrative Costs .--..---°-[CEA . Bradley Lake Operating Total ----------- FERC 924 &925 -Insurance Premiums Total 574,637 530,522 44,115 564,637 554,670 9,967 581,000 257,675 323,325 581,000 - FERC 928 -Regulatory Commission Expenses FERC Admin Fees Administrative Costs 210,000 182,885 27,115 180,000 122,210 57,791 185,000 :185,000 185,000 JAEA - Bradley Lake Operating Total 210,000 182,885 27,115 180,000 122,210 57,791 185,000 -185,000 185,000 ba FERC Related Prof Services FERC Part 12 Inspection Administrative Costs 55,000 35,663 19,337 25,000 24,113 887 ---=JAEA bd Contractual Engineer-FERC license issues Administrative Costs 125,000 60,638 64,362 100,000 144,264 (44,264)125,000 30,936 94,064 125,000 JAEA - Bradley Lake Operating Total 180,000 96,301 83,699 125,000 168,377 (43,377)125,000 30,936 94,064 125,000 - FERC 928 -Regulatory C ion Exp Total 390,000 279,186 110,814 305,000 290,586 14,414 310,000 30,936 279,064 310,000 : Total Bradley Lake Budget 5,581,766 4,273,634 1,308,131 5,154,110 4,011,785 1,142,326 4,593,387 1,445,244 3,148,143 4,491,916 (101,471) 3/1/201812:54 PM2019-BradleyBudget-Draft-030518.x1sxSch B Page 12 of 17 ALASKA ENERGY AUTHORITY BRADLEY LAKE HYDROELECTRIC PROJECT Monthly Utility Contributions Schedule C Power Purchaser Chugach Electric Municipality of Anchorage Homer Electric Matanuska Electric Golden Valley Electric City of Seward Rounding Power Purchaser Chugach Electric Municipality of Anchorage Homer Electric Matanuska Electric Golden Valley Electric City of Seward FY2016 FY2017 FY2018 FY2019 FY2018 to Percent Amended Amended Amended Draft FY2019 Share Budget Budget Budget Budget Change 30.4%6,034,236 5,941,176 6,025,086 5,623,032 (402,054) 25.9%5,141,004 5,061,732 5,133,216 4,790,676 (342,540) 12.0%2,381,928 2,345,208 2,378,322 2,219,616 (158,706) 13.8%2,739,216 2,696,988 2,735,076 2,552,556 (182,520) 16.9%3,354,552 3,302,832 3,349,470 3,125,964 (223,506) 1.0%198,492 195,432 198,192 184,968 (13,224) (5)3 (2) 100.0%19,849,423 19,543,371 19,819,362 18,496,810 (1,322,550) FY2018 Percent FY2016 FY2017 Monthly FY2019 Share Monthly Monthly Accelerated Monthly 30.4%502,853 495,098 1,004,181 468,586 25.9%428,417 421,811 855,536 399,223 12.0%198,494 195,434 396,387 184,968 13.8%228,268 224,749 455,846 212,713 16.9%279,546 275,236 558,245 260,497 1.0%16,541 16,286 33,032 15,414 100.0%1,654,119 1,628,614 3,303,227 1,541,401 - 3/1/201812:54 PM2019-BradleyBudget-Draft-030518.xlsxSch C Page 13 of 17 ALASKA ENERGY AUTHORITY BRADLEY LAKE HYDROELECTRIC PROJECT R&C Fund Disbursements and Repayments Schedule D Aetual Actual 'Actual PROJECTED|PROJECTED PROJECTED |PROJECTED PROJECTEDTOREPAYTOREPAYTOREPAYTOREPAYOisburseatCOONSDisburseat06/3047 Disburse at 06/3018 Oisburse at O30 R&C FUND PROJECTS iGovemor 0.00 4,052,070.14 0.00 4,052,070,14 0.00 4,052,070.14 0.00 4,052,070.14 Replace RFLS:0.00 261,092.69 0.00 251,092.69 0.00 251,092.69 0.00 251,092.69 Replace Runners 0.00 1,946,732,79 0.00 1,946,732.79 0.00 1,946,732.79 0.00 4,946,732,79 Replace cable from dam to power house 0.00 2,321,922.94 0.00 2,321,922.94 0.00 2.321,922.94 0.00 2,321,922.94Replacepowersystemstabilizer0.00 619,205.10 0.00 619,205.10 0.00 619,205.10 0.00 619,205.10 Replace two RTUs 0.00 86,905.27 0.00 86,905.27 0.00 86,905.27 0.00 96,905.27 Culvert Repairs 0.00 675,966.79 0.00 675,966.79 0.00 675,966.79 0.00 675,966.79 Trans Towers Frost Jacking Repairs 0.00 887,596.62 0.00 887,596.62 0.00 887,596.62 0.00 887,596.62 Replace Ptant and SCADA Controls 0.00 1,344,683.05 0.00 1,344,683.05 0.00 1,344,683.05 0.00 1,344,683.05 Vibration Monitoring System 0.00 490,00 0.00 490.00 0,00 490.00 0.00 490.00 Battle Creek Feasibility 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Fire Alarm System Replacement 0.00 0.00 0.00 0.00 100,000.00 100,000.00 250,000.00 350,000.00 Battle Creek Diversion 149,683.91 1,144,017.74 25,982.26 1,176,000,00 0.00 1,176,000.00 0.00 1,170,000.00 Replace Electro-Mechanical Relays 0.00 1,277,197.06 0.00 1,277,197.06 0.00 1,277,197.06 0.00 41,277,197.06 Fishwater Screen Debris Removal 290,306.98 312,236.43 0.00 312,236.43 0.00 312,236.43 6.00 312,236.43 Turbine Nozzle Repair 1,320,234.57 1,416,658,06 12,203.01 1,428,861,07 0.00 1,428,861.07 0.00 1,428,861.07 {Spillway Raise 0.00 0.00 0.00 0.00 0.00 0,00 0.00 0.00 SVC Daves Creek|1,870,577.34 1,570,577.34 |5,806,007.81 7,176,585.15 |1,391,899.49 8,568 484.64 0.00 8,568,484.64 Equipment Storage Shed 0.00 0.00 0.00 0.00 0.00 0.00 500,000.00 500,000.00 Emerson Operating System Upgrade 0.00 0.00 0.00 0,00 0,00 0.00 700,000.00 700,000.00 3,330,802.80 17,907,352.02 |5,644,193.08 23,551,545.10 |1,491.899.49 25,043,444,59 |1,450,000.00 26,493,444.59reeemraRae!SeeCurrentYearR&C Repayment (3,461,591,16)(3,262,788.00)(2,793,306.63) Adjust bal to $5 mill (won't be corrected until year end}0.00 0.00 0.00 Less Interest in Fund Applied to Repayment (287,080.93 (361,780.54)0.00 Net Transfer from Revenue Fund '3,748,672.09)(3,624 568,54)|(2,793,306.63)] Cumulative Prior Years R&C Repayments (12,716,539.31)}}(15,409,249.92)(17,886,155.08)(20,527 878.92lOuebacktoUtilities1,055,961.48 1,147,663.37 151,582.79 0.00 R&C Cumulative interest (Retained)Applied As Part of Repayment 0.00 0.00 0.00 0.00 INet R&C Repayments (41,660,577.83)]14,261,586.54 {17,734,572,29I}(20,527,878.92)INET DUE TO R&C FUND 2,498,102.10 5,665,390.02 4,515,565,67 3,219,498.02 IR&C FUND CASH FLOW PROJECTION Beginning Investment Batance 3,212,607.32 5,623,509.49 3,219,624,39 736,017.13 Disbursements-current year (1,265 ,152.32)|(2,906,842,05)(1,391,899,49)(1,350,000.00) Disbursements-prior year accrued (22,899.86)(2,065,650.48)(2,737,351.03)|(100,000.00) R&C Repayment to utilities {20,211.52)}(1,055,961.11}](1,147,663.37 (151,582.79 Net other cash inflow outfiow)(29,506.22)0.00 0.00 Current year interest earings 287,080.93 361,780.54 0.00 Current year Participants Contributions to R&C.3,461,591.16 3.262,788,00 2,746,067.65 Ending Investment Batance §.623,509,.49 3,219,624.39 [Accrued R&C Payableatyear end-Due to Utilities (1,055,961.11}f (1,147,663,37)(151,582.79)]Accrued R&C vendor Payable at year end (2,065,650.48 (2,737,351.03)(100,000.00); PROJECTED NET DUE +ENDING INVESTMENT BALANCE §,000,000.00 5,000,000.00 5,000,000.00 total repaid remaining to REPAYMENT AMOUNT at 6/30/19 pay a 749 FY19 FY20 Fy2t I$1,401,948.53 X 25%all 4 years 4th yr 350,487.13 1,401,948,53 -° 1$1,834,499.92 X 25%yr 1 |25%yr 2]50%yr 3 final yr 917,249.96 1,834,499.92 -. $789,697.09 X 25%yr 1 |75%yr 2 inal yr $92,272.82 789,697.09 =- $3,330,802.80 X 25%yr 4 |32%yr 2 (25%yr 3 |1]tet yr 832,700.70 [2nd yr 1,065,856,90 [3rd yr 832,700.70 Mth yr 599,544.50 3,330,602.80 -° '$5,644,193.08 x 25%all 4 years.et yr 1.411,048,27 [2nd yr 1,411,048.27 [ard yr 41,411,048.27 4,233,144.81 (1,411.048,.27)-1,411,048.27 - $1,491 899.49 x 25%all 4 years.ist yr 372,974.87 [and yr 372,974.87 745,949.75 (745,949.75)372,974.87 372,974.87 e $1,350,000 x 25%all 4 years 4st yr 362,500.00 362,500.00 (1.087,500.00)362,500.00 362,500.00 362,500.00 = 2.692,710.61 2,476,905.17 2,616,723.84 |2.746 067.65 (3,244,498.02)_2,146.523.14 735,474.87 362,500.00 0,00 "FY 18 projects reflect and actual for projects 1 on which Is higher (budgeted or actual),so the R&C repayment amount reflects a conservative amount 3/1/201812:54 PM2019-BradteyBudget-Draft-030518.xdsx Sch D Page 14 of 17 ALASKA ENERGY AUTHORITY BRADLEY LAKE HYDROELECTRIC PROJECT Battle Creek Capital Construction Purchases Schedule E FY17 FY18 FY18 FY19 Original Amended Draft Capital Construction Project Description Actuals Budget Budget 02/02/18 Budget Comments Battle Creek Diversion 798,072 400,000 - Total Construction 798,072 -400,000 - 3/1/201812:54 PM2019-BradleyBudget-Draft-030518.xlsxSch E Page 15 of 17 ALASKA ENERGY AUTHORITY BRADLEY LAKE HYDROELECTRIC PROJECT Battle Creek Administrative Costs Budget 3/1/201812:54 PM2019-BradleyBudget-Draft-030518.xIsxSch F Schedule F HEA -HEA 8,193 CEA -CEA - AEA 43,000 AEA 191,550 Fy18 FY19 FY18 (Over)Increase Amended Under FY19 Draft (Decrease) Budget Actual Budget Budget from PY Summary by cost type - Administrative Costs 43,000 :43,000 199,743 156,743 43,000 -43,000 199,743 156,743 |FERC 920 &930 -Administrative Expense Battle Creek Admin Fees Administrative Costs ---8,193 JHEA 8,193 Administrative Costs 22,000 -22,000 168,000 {AEA 146,000 Battle Creek Admin Fees Total 22,000 -22,000 176,193 154,193 Operating Committee Exp-Other Administrative Costs 500 -500 - JAEA (500) Operating Committee Exp-Other Total 500 -500 -(500) Operating Committee Exp-Legal Administrative Costs 15,000 :15,000 15,000 JAEA - Operating Committee Exp-Legal Total 15,000 -15,000 15,000 - Operat Committee Exp-Arbitrage Administrative Costs 2,000 -2,000 2,000 [AEA - Operat Committee Exp-Arbitrage Total 2,000 .2,000 2,000 : Trust &Account Fees Administrative Costs 3,500 .3,500 6,550 JAEA 3,050 Trust &Account Fees Total 3,500 -3,500 6,550 3,050 [FERC 920 &930 -Administrative Expense Total 43,000 -43,000 199,743 156,743 Total Bradley Lake Budget 43,000 :43,000 199,743 316,536 Page 16 of 17 ALASKA ENERGY AUTHORITY BRADLEY LAKE HYDROELECTRIC PROJECT Battle Creek Monthly Participating Purchaser Contributions FY2018 02/02/18 Amended Budget Schedule G _(See schedule H)FY2018 |”Original”™Corrected Contributions FY2018 FY2017 7/28/2017 Capital Capital Other Prior to 2/2/2018 FY2019 Percent Amended Amended Reserve Reserve Available Other Amended Draft POWER PURCHASER Share Budget Budget j|Contributions Contributions Funds Available Funds Budget Budget Chugach Electric Association 39.38%315,040 157,520 1,246,143 1,101,213 144,930 381,451 236,521 1,000,970 Municipal Light &Power 0.00%-------- Homer Electric Association 41.44%331,520 165,760 1,443,286 1,158,819 284,467 401,405 116,938 1,053,332 Matanuska Electric Association 17.88%143,040 71,520 565,796 499,992 65,804 173,193 107,389 454,478 Golden Valley Electric Association 0.00%-------- City of Seward 1.30%10,400 5,200 41,137 36,353 4,784 12,592 7,808 33,044 Rounding (1)1 100.00%800,000 400,000 3,296,363 |-2,796,378 499,985 968,640 468,657 2,541,824 FY2018 Percent March -June FY2019 POWER PURCHASER Share Monthly Monthly Chugach Electric Association 39.38%------59,130 83,414 Municipal Light &Power 0.00%-------- Homer Electric Association 41.44%---=--29,235 87,778 Matanuska Electric Association 17.88%------26,847 37,873 Golden Valley Electric Association 0.00%----.--- City of Seward 1.30%------1,952 2,754 100.0%--°-:-117,164 211,819 3/1/201812:54 PM2019-BradleyBudget-Draft-030518.xisxSch G Page 17 of 17 ALASKA ENERGY AUTHORITY BRADLEY LAKE HYDROELECTRIC PROJECT WEST FORK UPPER BATTLE CREEK 2018 DRAFT BUDGET AMENDMENT 3 Date :03/05/18 ALASKA ENERGY AUTHORITY BRADLEY LAKE HYDROELECTRIC PROJECT 2018 Budget Contents Schedule Description Page# Overview of Budget Changes between FY18 Amended Budget 02/02/18 and FY18 Draft Amended Budget 3 Schedule A Budget Summary 4 Schedule A-1 Capital Purchases not funded by R&C 5 Schedule B Operations &Maintenance Budget 6-12 Schedule C Monthly Utility Contributions 13 Schedule D R&C Fund Disbursements and Repayments 14 Schedule E Battle Creek Capital Purchases 15 Schedule F Battle Creek Administrative Costs 16 Schedule G Battle Creek Monthly Utility Contributions 17 Schedule H Battle Creek Capital Reserve Fund and Contribution True Up 18 2/26/20181 1:48 AMC:\Users\jgarner\Desktop\Bradley Budgets\2018 BradleyBudgetAmendement3-Draft-030518.xIsx 2 of 18 ALASKA ENERGY AUTHORITY BRADLEY LAKE HYDROELECTRIC PROJECT Overview of Budget Changes between FY18 Amended Budget 02/02/18 and FY18 Draft Amended Budget FY18 Amended Budgeted 02/02/17 Utility Contributions -Battle Creek From Schedule A EXPENSES 1)Increase in Battle Creek Administrative Costs 2)Increase in Capital Purchases-Battle Creek 3)Increase in Operating Reserve Fund Requirement 4)Increase in Debt Service-Battle Creek 5)Increase in Capital Reserve Contribution Net change in utility contributions-Battle Creek FY18 Draft Amended Budgeted Utility Contributions -Battle Creek 468,657 800 16,500 160 7,239 140,000 164,699 164,699 633,356 Notes: 1)Increase in Battle Creek Administrative Costs $800 is fee for trustee to perform filing of IRS form 8038-CP 2)Increase in Capital Purchases-Battle Creek The Battle Creek Project needs two vehicles for the owner's engineer,AEA,and utilites to use during the time of construction. 3)Increase in Operating Reserve Fund Requirement Operating reserve is required to be 20%of budgeted operating expense 4)Increase in Debt Service-Battle Creek Estimated interest paymnet due for drawing on Series 9 loan in May 2018 5)Increase in Capital Reserve Contribution Estimated captial reserve based on future draws of Series 9 2/26/201811:48 AM2018 BradleyBudgetAmendement3-Draft-030518.xlsxOverview Page 3 of 18 ALASKA ENERGY AUTHORITY BRADLEY LAKE HYDROELECTRIC PROJECT Budget Summary Schedule A changes made by Amend 3 highlighted FY2017 FY2018 FY2018 FY2018 ©FY2018 FY2018 INC(DEC)FRM Amended Original 07/28/17 Amended 02/02/18 Amended Amend3 03/05/18 Amended PYAMENDEDREVENUES,EXPENSES &CHANGES IN SURPLUS Budget Budget Budget Budget Change Draft Budget BUDGET REVENUES UTILITY CONTRIBUTIONS (sch C)19,543,371 19,819,362 19,819,362 19,819,362 0 19,819,362 0 UTILITY CONTRIBUTIONS-Battle Creek (sch G)800,000 0 400,000 400,000 0 400,000 0 UTILITY CONTRIBUTIONS-Battle Creek (sch G)0 0 0 468,657 164,699 633,356 164,699 CAPITAL RESERVE CONTRIBUTION Battle Creek (sch H)0 0 0 2,796,378 0 2,796,378 0 OTHER AVAILABLE FUNDS Battle Creek 0 0 0 499,985 0 499,985 0 INTEREST INCOME 1,755,000 1,845,000 1,845,000 1,845,000 0 1,845,000 0 22,098,371 21,664,362 22,064,362 25,829,382 164,699 25,994,081 164,699 EXPENSES OPERATIONS (sch B)5,154,110 4,593,387 4,593,387 |4,593,387 0 4,593,387 0 Battle Creek Administrative costs (sch F)0 0 0 43,000 800 43,800 800 RENEWALS/REPLACEMENTS (R&C FUND REPAYMENTS)(sch D)3,262,783 2,793,307 2,793,307 ©2,793,307 0 2,793,307 0 NON R&C FUND CAPITAL PURCHASES (sch A-1)250,000 1,307,000 1,307,000 1,307,000 0 1,307,000 0 CAPITAL PURCHASES-Contribution-Battle Creek (sch E)800,000 0 400,000 400,000 0 400,000 0 CAPITAL PURCHASES-Revenue Fund-Battle Creek (sch E)0 0 0 0 16,500 16,500 16,500 TRANSFER TO (FROM)OPERATING RESERVE (85,531)(112,145)(112,145)(112,145)0 (112,145)0 TRANSFER TO (FROM)OPERATING RESERVE-Battle Creek 0 0 0 8,600 160 8,760 160 DEBT SERVICE (net of Capital Reserve Reductions)12,426,200 12,778,100 12,778,100 12,778,100 0 12,778,100 0 DEBT SERVICE Battle Creek 0 0 0 895,825 7,239 903,064 7,239 IRS Subsidy 0 0 0 0 0 0 0 Cost of Issuance 9th Series 0 0 0 21,217 0 21,217 0 CAPITAL RESERVE CONTRIBUTION Battle Creek (sch H)0 0 0 2,796,378 140,000 2,936,378 140,000 ARBITRAGE TRANSFER 290,809 304,713 304,713 304,713 0 304,713 0 ARBITRAGE TRANSFER-Battle Creek 0 0 0 i)0 0 0 22,098,371 21,664,362 |22,064,362 |25,829,382 |164,699 |25,994,081 |164,699 CURRENT YEAR SURPLUS (DEFICIT)0 0 0 0 0 0 4 OTHER INFORMATION OPERATING RESERVE *1,030,822 918,677 918,677 918,677 0 918,677 OPERATING RESERVE Battle Creek*0 0 0 8,600 160 8,760 MONTHLY CONTRIBUTIONS (FY18-accelerated over 6 months)1,628,614 3,303,227 3,303,227 3,303,227 0 3,303,227 MONTHLY CONTRIBUTIONS Battle Creek 0 0 0 117,164 54,900 211,119 *Required to be 20%of budgeted operating expense 2/26/201811:48 AM2018 BradleyBudgetAmendement3-Draft-030518.xlsxSch A Page 4 of 18 ALASKA ENERGY AUTHORITY BRADLEY LAKE HYDROELECTRIC PROJECT Capital Purchases Not Funded by R&C Fund Schedule A-1 FY15 FY16 FY17 FY18 APPROVED Capital Project Description ACTUALS ACTUALS ACTUALS BUDGET [Comments Replace Fish Water Valve Actuators -26,444 -: DCS Security Interface for Data Access 141,703 --- Lube Oil Purification System 47,723 --- Replace 1998 Chevrolet Crew Cab Vehicle 32,306 --. Replace 1990 Ford Single Cab Vehicle 32,306 --- _ Replace/Automate Fish Water Valves &Actuators ..89 225,000 Start in FY 2017 most of billing will be in F¥2018 ($250,000 total -$25,000 FY17 and$225,000 FY18) .Currently the heavy equipment is stored outside in the weather.The D Hittle report notedEquipmentstorageshed(unheated bus barn).°.100,000 |.deleterious effects of weather on the boom truck as well as the other equipment. Heavier truck for snow removal and general hauling to the dam as existing pick up trucks .are often too small for the loads.This replaces the currently 1999 plow truck.ft should be*ton Flatbed with Plow °..65,000 noted that the Boom truck is near end of life and this truck will replace the hauling function of the boom truck. ... .These two bridges are decaying and if not repaired they will fail.Failure would be a veryBattleCreekBridgeRepairRefurbishment(2)..182,000 expensive proposition as the bridges would need to be completely removed. Used to erect equipment building and assist in general construction like the bridge removal. Mobil Crane 40 to 50 tons (used)---100,000 [This Crane is required for general Plant support as the Boom Truck is nearing end of life (See D Hittle report). Slated for replacement in 2020 in D Hittle report.Updated amount based on NC Machinery web site.This is a critical piece of plant equipment used extensively for snow removal and an material handling the current loader is nearly 30 years old.It is difficult to get parts andReplaceMichiganLoader...350,000 materials for this equipment as Michigan is now owned by Volvo.We are seeing metal in the transmission oil and this indicates potential failure.We are currently changing oil often to extend the life of the loader. .The Crews Quarters kitchen is in sore need of repair and refurbish.The current kitchen isUpgradeCrewsQuartersKitchen.°.90,000 }a5 years old and is not adequate to meet any health standards. The existing ambulance is 29 years old.Though called an ambulance it is a vehicle dedicated for transport of an injured individual with first aid supplies on board,backboard,Replace 1988 Suburban Ambulance ...85,000 stokes litter,splints,bandages,AED,oxygen and other first responder supplies.{t is not possible to transport a person on a stretcher in a pickup truck in winter. 1/2 ton Pick up truck ---35,000 {Additional use truck for BLPP personnel The kitchens and bathrooms in the residences date from 1991 and are in poor to fair Upgrade Residence kitchens ---75,000 Icondition.They have seen 30 years of continuous use.This is to update all four kitchens in the residences. Replace existing HID lighting with modern energy efficient light fixtures.Based on an .aera energy cost at Bradley of $.09 per KWh these fixtures will have a positive payback in 2ReplaceHighBayLightinginPowerPlant20,000 years.These fixtures will also reduce maintenance costs due to lack of the need to replace [bulbs Total Non R&C Capital Purchases 254,039 26,444 89 1,307,000 2/26/201811:48 AM2018 BradleyBudgetAmendement3-Draft-030518.xlsxSch A-1 Page 5 of 18 ALASKA ENERGY AUTHORITY BRADLEY LAKE HYDROELECTRIC PROJECT Operations &Maintenance Budget Summary Budget by Participant Schedule B HEA 3,052,652 HEA 3,365,387 HEA 3,209,154 HEA 2,704,303 CEA 553,000 CEA 408,098 CEA 190,187 CEA 183,499 AEA 1,814,850 AEA 1,808,280 AEA 1,784,770 AEA 1,705,585 FY1S FY16 FY17 FY18 FY15 FY16 FY17 FY18 Increase Amended (Over)Under Amended (Over)Under Amended Actual @ (Over)Under Approved (Decrease) Budget Actual Budget to date Budget Actual Budget to date Budget 12/31/16 |Budget to date Budget from PY s y by cost type Labor &Benefits 1,986,848 1,713,440 273,408 2,143,223 1,738,336 404,887 2,005,079 744,386 1,260,693 1,889,814 (115,265) Travel 35,410 15,528 19,882 98,600 13,796 84,804 132,950 10,255 122,695 76,950 (56,000) Training 38,731 26,569 12,162 38,731 10,819 27,912 49,300 1,619 47,681 49,300 - Contractual 871,280 618,735 252,545 1,205,659 813,606 392,053 1,217,418 375,639 841,779 841,062 (376,356) Supplies &Materials 435,919 224,296 211,623 275,760 95,952 179,808 229,358 29,114 200,244 183,345 (46,013) Other Costs 593,797 225,712 368,085 451,846 375,357 76,489 381,744 111,062 270,682 387,818 6,074 Equipment &Machinery 30,130 23,711 6,419 33,130 6,051 27,079 11,500 850 10,650 7,000 (4,500) Maintenance Projects 60,000 27,414 32,586 13,000 3,457 9,543 --:-- Administrative Costs 1,368,387 1,102,344 266,043 1,321,817 1,216,260 105,557 1,126,761 511,053 615,708 1,158,098 31,337 5,420,502 3,977,749 1,442,753 5,581,766 4,273,634 1,308,131 5,154,110 1,783,977 3,370,134 4,593,387 (560,723) FERC 535 -Operation Supervision &Engineering Operations Sup/Eng Bradley Lake Operating Labor &Benefits 291,632 282,780 8,852 304,235 321,664 (17,429)299,649 130,170 169,479 265,587 (34,062) Travel 8,610 12,894 (4,284)9,500 9,281 219 10,450 8,496 1,954 10,450 - Training 7,904 4,116 3,788 7,904 2,080 5,824 9,300 -9,300 9,300 - Contractual 1,445 -1,445 1,445 -1,445 1,400 -1,400 1,000 (400) Supplies &Materials 6,203 344 5,859 6,203 346 §,857 4,100 -4,100 4,000 (100) Bradley Lake Operating Total 315,794 300,134 15,660 329,287 333,371 (4,084)324,899 138,666 186,233 290,337 (34,562) FERC 535 -Operation Supervision &Engineering Total 315,794 300,134 15,660 329,287 333,371 (4,084)324,899 138,666 186,233 290,337 }HEA (34,562) FERC 537 -Hydraulic Expenses Hydraulic Expenses Bradley Lake Operating Labor &Benefits 95,056 76,200 18,856 95,273 81,677 13,596 92,746 33,446 59,300 94,453 1,707 Contractual 19,504 8,000 11,504 17,180 -17,180 4,000 5,647 (1,647)2,000 (2,000) Supplies &Materials 2,608 -2,608 2,608 1,277 1,334 2,900 179 2,721 2,000 (900) Bradley Lake Operating Total 117,168 84,200 32,968 115,061 82,954 32,107 99,646 39,272 60,374 98,453 (1,193) FERC 537 -Hydraulic Expenses Total 117,168 84,200 32,968 115,061 82,954 32,107 99,646 39,272 60,374 98,453 [HEA (1,193) 2/26/201811:48 AM2018 BradleyBudgetAmendement3-Draft-030518.xisxSch B Page 6 of 18 FY15 Fv16 FY17 Fy18 FY15 FY16 FY17 FY18 Increase Amended (Over)Under Amended (Over)Under Amended Actual @ (Over)Under Approved (Decrease) Budget Actual Budget to date Budget Actual Budget to date Budget 12/31/16 |Budget to date Budget from PY [FERC 538 -Electric Expenses Electric Expenses Bradley Lake Operating Labor &Benefits 224,000 234,351 (10,351)257,107 215,440 41,667 242,940 98,375 144,564 232,294 (10,646) Travel ------7,000 1,759 5,241 7,000 - Training 30,827 18,383 12,444 30,827 8,739 22,088 25,000 1,619 23,381 25,000 - Contractual 21,342 14,055 7,287 3,342 1,400 1,942 2,000 1,400 600 2,000 - Supplies &Materials 6,232 2,184 4,048 12,232 6,241 5,991 8,500 4,214 4,286 9,732 1,232 Bradley Lake Operating Total 282,401 268,973 13,428 303,508 231,820 71,688 285,440 107,367 178,072 276,026 (9,414) FERC 538 -Electric Expenses Total 282,401 268,973 13,428 303,508 231,820 71,688 285,440 107,367 178,072 276,026 HEA (9,414) FERC 539 -Misc.Hydraulic Power Generation Expenses Mise Hydro Power Exp Bradley Lake Operating Labor &Benefits 192,000 114,373 77,627 189,473 188,532 30,941 178,994 73,876 405,116 179,530 539 Training -4,070 (4,070)---15,000 -15,000 15,000 - Contractual 239,571 142,752 96,819 315,249 285,812 29,437 297,048 95,836 201,212 287,525 (9,523) Supplies &Materiais 94,878 18,473 76,405 22,000 19,041 2,959 17,900 7,258 10,642 17,900 - Bradley Lake Operating Total 526,449 279,668 246,781 §26,722 463,385 63,337 508,939 176,970 331,969 499,955 {HEA (8,984) BRADLEY CIRCUITS/RADIO TO BERNICE LK Other Costs 30,000 28,740 1,260 30,000 31,059 (1,059)35,695 17,848 17,847 35,695 - BRADLEY CIRCUITS/RADIO TO BERNICE LK Total 30,000 28,740 1,260 30,000 31,059 (1,059)35,695 17,848 17,847 35,695 THEA - BRADLEY CIRCUITS BERNICE LK TO ANCH Other Costs 30,000 31,485 (1,485)28,746 29,864 (1,118)29,773 14,770 15,003 29,773 - BRADLEY CIRCUITS BERNICE LK TO ANCH Total 30,000 31,485 (1,485)28,746 29,864 (1,118)29,773 14,770 15,003 29,773 {CEA - FERC 539 -Misc.Hydraulic Power Generation Expenses Total 586,449 339,893 246,556 585,468 524,308 61,160 574,407 209,588 364,820 565,423 (8,984) FERC S40 -Rents FERC Land Use Fee Bradley Lake Operating Other Costs 180,000 137,230 42,770 183,000 279,876 (96,876)312,176 78,044 234,132 318,000 5,824 Bradley Lake Operating Total 180,000 137,230 42,770 183,000 279,876 (96,876)312,176 78,044 234,132 318,000 §,824 FERC 540 -Rents Total 180,000 137,230 42,770 183,000 279,876 (96,876)312,176 78,044 234,132 318,000 JAEA 5,824 2/26/201811:48 AM2018 BradleyBudgetAmendement3-Drafi-030518.xIsxSch B Page7of18 Fyis FY16 FY17 Fvi8 FY15 FY16 FY17 FY18 Increase Amended (Over)Under Amended (Over)Under Amended Actual @ (Over)Under Approved (Decrease) Budget Actual Budget to date Budget Actual Budget to date Budget 12/31/16 |Budget to date Budget from PY |FERC $41 -Maintenance Supervision &Engineering Maint Supervision/Eng Bradley Lake Operating Labor &Benefits 214,230 197,018 17,212 222,118 239,299 (17,181)224,284 94,624 129,660 272,586 48,302 Bradley Lake Operating Total 214,230 197,018 17,212 222,118 239,299 (17,181)224,284 94,624 129,660 272,586 48 302 FERC 541 -Maintenance Supervision &Engineering Total 214,230 197,018 17,212 222,118 239,299 (17,181)224,284 94,624 129,660 272,586 [HEA 48,302 [FERC S42 -Maintenance of Structures Maintenance of Structures Bradley Lake Operating Labor &Benefits 96,200 75,264 20,936 95,273 89,890 5,383 92,746 33,368 59,378 94,453 1,707 Contractual ------10,000 -10,000 10,000 - Supplies &Materials 64,273 10,009 54,264 61,273 23,398 37,875 §3,713 398 §3,315 53,713 - Equipment &Machinery 8,500 10,769 (2,269)11,500 6,051 5,449 11,500 850 10,650 7,000 (4,500) Maintenance Projects 6,000 -6,000 4,000 1,827 2.173 ----: Bradley Lake Operating Total 174,973 96,042 78,931 172,046 121,166 50,880 167,959 34,616 133,343 165,166 (2,793) FERC 542 -Maintenance of Structures Total 174,973 96,042 78,931 172,046 121,166 50,880 167,959 34,616 133,343 165,166 JHEA {2,793) FERC 543 -Maintenance of Reservoirs,Dams &Waterways Maint Res,Dams,WWays Bradley Lake Operating Labor &Benefits 49,950 42,309 7,641 51,276 42,848 8,428 50,409 49,440 969 50,610 201 Contractual 28,769 630 28,139 5,200 9,080 (3,880)§,200 63,704 (58,504)6,500 1,300 Bradley Lake Operating Total 78,719 42,939 35,780 56,476 §1,928 4,548 55,609 113,144 (57,535)§7,110 1,501 BRADLEY NUKA REPAIR Contractual ------15,000 409 14,591 15,000 - Supplies &Materials -787 (787)----bd -=- Equipment &Machinery 21,630 12,942 8,688 21,630 -21,630 :---: BRADLEY NUKA REPAIR Total!21,630 13,729 7,901 21,630 -21,630 15,000 409 14,591 15,000 bd BRADLEY POWER TUNNEL MAINT (Dam) Contractual 56,000 43,131 12,869 20,000 3,673 16,327 15,000 311 14,689 15,000 - BRADLEY POWER TUNNEL MAINT (Dam)Total 56,000 43,131 12,869 20,000 3,673 16,327 15,000 311 14,689 15,000 - BRADLEY POWER TUNNEL DRAIN CLN/INSP (P/House) Maintenance Projects 9,000 -9,000 $8,000 1,557 ----:- BRADLEY POWER TUNNEL DRAIN CLN/INSP (P/House)Total 9,000 -9,000 9,000 1,557 -bd -ba -- FERC 543 -Maintenance of Reservoirs,Dams &Waterways Total 165,349 99,799 65,550 107,106 57,158 49,948 85,609 113,864 (28,255)87,110 JHEA 1,501 2/26/201811:48 AM2018 BradleyBudgetAmendement3-Draft-030518.xisxSch B Page8of18 2/26/201811:48 AM2018 BradleyBudgetAmendement3-Draft-030518.xisxSch B Fy15 FY¥16 FY17 Fv18 FY15 FY16 FY17 FY18 Increase Amended {Over)Under Amended (Over)Under Amended Actual @ (Over)Under Approved (Decrease) Budget Actual Budget to date Budget Actual Budget to date Budget 12/31/16 |Budget to date Budget from PY FERC 544 -Maintenance of Electric Plant Maintenance of Elec Plant Bradley Lake Operating Labor &Benefits 379,600 323,757 55,843 381,093 336,417 44,676 370,983 134,127 236,856 379,102 8,119 Travel 2,800 158 2,642 3,500 3,270 230 4,500 -4,500 4,500 - Contractual 61,849 33,765 28,084 91,443 69,651 21,792 79,000 10,607 68,393 70,000 (9,000) Supplies &Materials 27,245 20,650 6,595 27,245 10,142 17,103 27,245 §,867 21,378 20,000 (7,245) Maintenance Projects 25,000 25,000 --------- Bradley Lake Operating Total 496,494 403,330 93,164 503,281 419,480 83,801 481,728 150,601 331,127 473,602 (8,126) FERC 544 -Maintenance of Electric Plant Total 496,494 403,330 93,164 503,281 419,480 83,801 481,728 150,601 331,127 473,602 [HEA (8,126) FERC 545 -Maintenance of Misc.Hydraulic Plant Maint of Misc Hydr Plant Bradley Lake Operating Labor &Benefits 95,680 78,186 17,494 95,273 94,653 620 92,746 33,825 58,921 94,453 1,707 Contractual 3,900 170 3,730 3,900 -3,900 3,900 -3,900 3,900 - Supplies &Materials 71,281 40,220 31,061 43,000 28,044 14,956 43,000 6,626 36,374 35,000 (8,000) Bradley Lake Operating Total 170,861 118,576 52,285 142,173 122,697 19,476 139,646 40,451 99,195 133,353 (6,293) BRADLEY FISH WATER DSGN/MIDDLE FORK SHACK IMPR Contractual 30,900 -30,900 24,900 -24,900 20,000 -20,000 -(20,000) BRADLEY FISH WATER DSGN/MIDDLE FORK SHACK IMPR Total 30,900 -30,900 24,900 -24,900 20,000 -20,000 -(20,000) FERC $45 -Maintenance of Misc.Hydraulic Plant Total 201,761 118,576 83,185 167,073 122,697 44,376 159,646 40,451 119,195 133,353 JHEA (26,293) FERC 556 -System Control &Load Dispatching System Cntl &Load Disp Bradley Lake Operating Labor &Benefits 48,000 19,514 28,486 49,000 10,478 38,522 49,502 17,812 31,689 20,618 (28,884) Contractual §,000 -5,000 8,500 31 8,469 60,500 2,364 §8,136 §3,000 (7,500) Supplies &Materials 6,199 2,297 3,902 6,199 4,090 2,109 6,000 1,850 4,150 6,000 - Bradley Lake Operating Total §9,199 21,811 37,388 63,699 14,599 49,100 116,002 22,026 93,976 79,618 [HEA (36,384) BRADLEY POWERHOUSE PC'S Contractual 30,500 3,201 27,299 50,000 37,261 12,739 ----- BRADLEY POWERHOUSE PC'S Total 30,500 3,201 27,299 50,000 37,261 12,739 ----HEA - BRADLEY DISPATCH REGULATIONS Maintenance Projects 20,000 -20,000 -------- BRADLEY DISPATCH REGULATIONS Total 20,000 -20,000 :-ba ----HEA - Page9of18 Fy15 FY16 FY17 Fy1s8 FY15 FY16 FY17 FY18 Increase Amended (Over)Under Amended (Over)Under Amended Actual @ (Over)Under Approved (Decrease) Budget Actual Budget to date Budget Actual Budget to date Budget 12/31/16 |Budget to date Budget from PY Snow Measurement Bradley Lake Operating Contractual 11,000 10,000 1,000 10,000 10,000 -10,000 5,000 5,000 10,000 [AEA - Bradley Lake Operating Total 11,000 10,000 1,000 10,000 10,000 -10,000 5,000 5,000 10,000 - Seismic Service Bradley Lake Operating Contractual 60,000 64,477 (4,477)62,000 60,370 1,630 60,370 35,255 25,115 62,000 [AEA 1,630 Bradley Lake Operating Total 60,000 64,477 (4,477)62,000 60,370 1,630 60,370 35,255 25,115 62,000 1,630 Streamguaging Serv Bradley Lake Operating Contractual 295,000 296,409 (1,409)296,000 301,338 (5,338)310,000 78,582 231,418 213,137 [AEA (96,863) Bradiey Lake Operating Total 295,000 296,409 (1,409)296,000 301,338 (5,338)310,000 78,582 231,418 213,137 (96,863) Permits Bradley Lake Operating Other Costs 100 350 (250)100 350 (250)100 100 -350 [AEA 250 Bradley Lake Operating Total 100 350 (250)100 350 (250)400 100 -350 250 {FERC 556 -System Control &Load Dispatching Total 475,799 396,248 79,551 481,799 423,918 57,881 496,472 140,963 355,509 365,105 (131,367) FERC 562 -Station Expenses Station Expenses CEA SVC/Substation Mai e Contract Labor &Benefits 300,500 269,688 30,812 251,852 147,344 104,508 130,414 45,324 85,090 123,726 (6,688) Travel 24,000 2,476 21,524 26,000 (31)26,031 6,000 -6,000 6,000 - Contractual 6,500 2,145 4,355 6,500 1,244 5,256 4,000 3,447 554 4,000 - Supplies &Materials 157,000 129,332 27,668 95,000 2,118 92,882 16,000 2,722 13,278 16,000 - Other Costs -1,085 (1,085)-9,208 (9,208)4,000 300 3,700 4,000 : Maintenance Projects -2,414 (2,414)-73 (73)----- CEA SVC/Substation Maintenance Contract Total 488,000 407,140 80,860 379,352 189,956 219,396 160,414 51,792 108,621 183,726 (6,688) FERC 562 -Station Expenses Total 488,000 407,140 80,860 379,352 159,956 219,396 160,414 51,792 108,621 153,726 JCEA {6,688) 2/26/20181 1:48 AM2018 BradleyBudgetAmendement3-Draft-030518.xIsxSch B Page 10 of 18 2/26/201811:48 AM2018 BradieyBudgetAmendement3-Draft-030518.xisxSch B Fv15 FY16 FY17 Fyis FY15 FY16 FY17 FY18 Increase Amended (Over)Under Amended (Over)Under Amended Actual @ (Over)Under Approved (Decrease) Budget Actual Budget to date Budget Actual Budget to date Budget 12/31/16 |Budget to date Budget from PY [FERC 571 -Maintenance of Overhead Lines Maint of OH Lines Bradley Lake Operating Labor &Benefits ---146,320 94 146,226 179,671 -179,671 82,402 (97,269) Travel :--54,600 1,276 §3,324 95,000 -95,000 49,000 (46,000) Contractual ---$0,000 33,746 56,254 50,000 -50,000 86,000 36,000 Supplies &Materials ---:1,255 (1,255)50,000 -50,000 19,000 (31,000) Other Costs 353,697 26,822 326,875 -------- Bradley Lake Operating Total 353,697 26,822 326,875 290,920 36,371 254,549 374,671 -374,671 236,402 (138,269) BRADLEY JUNCTION SWITCH REMOVAL Travel --:-:-5,000 -5,000 -(5,000) Contractual ------70,000 73,076 (3,076)-(70,000) Other Costs ---210,000 25,000 185,000 ----. BRADLEY JUNCTION SWITCH REMOVAL Total ---210,000 25,000 185,000 75,000 73,076 1,924 -(75,000) MARKER BALL REPLACEMENT Labor &Benefits :--4,929 -4,929 ----- Travel ---5,000 :5,000 §,000 -§,000 -(5,000) Contractual ---200,000 :200,000 200,000 -200,000 -(200,000) MARKER BALL REPLACEMENT Total ---209,929 -209,929 205,000 -205,000 -(205,000) FERC 571 -Maintenance of Overhead Lines Total 353,697 26,822 326,875 710,849 61,371 649,478 654,671 73,076 $81,595 236,402 JHEA (418,269) [FERC 920 &930 -Administrative Expense AEA Bradley Fixed Admin Fees Bradley Lake Operating Administrative Costs 200,000 200,000 -200,000 200,000 -200,000 100,000 100,000 200,000 [AEA - Bradley Lake Operating Total 200,000 200,000 -200,000 200,000 -200,000 100,000 100,000 200,000 - Operating Committee Exp-Audit Bradley Lake Operating Administrative Costs 416,250 15,500 100,750 116,250 101,530 14,720 16,494 16,500 (6)16,800 JAEA 306 Bradley Lake Operating Total 116,250 15,500 100,750 116,250 101,530 14,720 16,494 16,500 (6)16,800 306 Operating Committee Exp-Legal Bradley Lake Operating Administrative Costs 25,000 22,110 2,890 25,000 77,719 (52,719)25,000 16,524 8,476 25,000 JAEA - Bradley Lake Operating Total 25,000 22,110 2,890 25,000 77,719 (52,719)25,000 16,524 8,476 25,000 - Page11of18 FY15 Fv16 FY17 Fv18 FY1S FY16 FY17 FY18 Increase Amended (Over)Under Amended (Over)Under Amended Actual @ (Over)Under Approved (Decrease) Budget Actual Budget to date Budget Actual Budget to date Budget 12/31/16 |Budget to date Budget from PY Operat Committee Exp-Arbitrage Bradley Lake Operating Administrative Costs 5,200 3,630 1,570 3,630 7,010 (3,380)3,630 -3,630 3,380 JAEA {250) Bradley Lake Operating Total 5,200 3,630 1,570 3,630 7,010 (3,380)3,630 -3,630 3,380 (250) Trust &Account Fees Bradley Lake Operating Administrative Costs 12,300 11,918 382 12,300 11,918 382 12,000 §,959 6,041 11,918 JAEA (82) Bradley Lake Operating Total 12,300 11,918 382 12,300 11,918 382 12,000 5,959 6,041 11,918 (82) Mise Admin Bradley Lake Operating Administrative Costs ----8,375 (8,375)bd -:10,000 JAEA 10,000 Bradley Lake Operating Total :---8,375 (8,375)---10,000 10,000 FERC 920 &930 -Administrative Expense Total 358,750 253,158 105,592 357,180 406,552 (49,372)257,124 138,983 118,141 267,098 9,974 [FERC 924 &925 -insurance Premiums Insurance Premiums Bradley Lake Operating Administrative Costs 510,000 510,799 (799)510,000 477,981 32,019 500,000 250,747 249,253 525,000 [AEA 25,000 Administrative Costs 64,637 §2,121 12,516 64,637 52,541 12,096 64,637 26,104 38,533 56,000 [HEA (8,637) Bradley Lake Operating Total §74,637 §62,920 11,717 574,637 530,522 44,115 564,637 276,852 287,785 §81,000 16,363 Risk Management Bradley Lake Operating Administrative Costs 35,000 30,000 5,000 ------- JCEA - Bradley Lake Operating Total 35,000 30,000 5,000 -------- FERC 924 &925 -Insurance Premiums Total 609,637 592,920 16,717 574,637 §30,522 44,115 564,637 276,852 287,785 581,000 16,363 FERC 928 -Regulatory Commission Exp FERC Admin Fees Administrative Costs 250,000 150,519 $9,481 210,000 182,885 27,115 180,000 -180,000 185,000 JAEA 5,000 Bradley Lake Operating Total 250,000 150,519 99,481 210,000 182,885 27,115 180,000 -180,000 185,000 §,000 FERC Related Prof Services FERC Part 12 Inspection Administrative Costs ---55,000 35,663 19,337 25,000 1,362 23,638 - JAEA (25,000): Contractual Engineer-FERC license issues Administrative Costs 150,000 105,747 44,253 125,000 60,638 64,362 100,000 93,856 6,144 125,000 [AEA 25,000 Bradley Lake Operating Total 150,000 105,747 44,253 180,000 96,301 83,699 125,000 95,218 29,782 125,000 - FERC 928 -Regulatory Commission Expenses Total 400,000 256,266 143,734 390,000 279,186 110,814 305,000 95,218 209,782 310,000 5,000 Total Bradley Lake Budget 5,420,502 3,977,749 1,442,753 5,581,766 4,273,634 1,308,131 5,154,110 1,783,977 3,370,134 4,593,387 (560,723) 2/26/201811:48 AM2018 BradleyBudgetAmendement3-Draft-030518.xisxSch 8 Page 12 of 18 ALASKA ENERGY AUTHORITY BRADLEY LAKE HYDROELECTRIC PROJECT Monthly Utility Contributions Schedule C FY2015 FY2016 FY2017 FY2018 ©FY2017 to PERCENT Amended Amended Amended Original FY2018 POWER PURCHASER SHARE BUDGET BUDGET BUDGET BUDGET Change CHUGACH ELECTRIC 30.4%5,500,800 6,034,236 5,941,176 6,025,086 83,910 MUNICIPALITY OF ANCHORAGE 25.9%4,686,540 5,141,004 5,061,732 5,133,210 71,478 HOMER ELECTRIC 12.0%2,171,364 2,381,928 2,345,208 2,378,328 33,120 MATANUSKA ELECTRIC 13.8%2,497,068 2,739,216 2,696,988 2,735,076 38,088 GOLDEN VALLEY ELECTRIC 16.9%3,058,008 3,354,552 3,302,832 3,349,470 46,638 CITY OF SEWARD 1.0%180,948 198,492 195,432 198,192 2,760 Rounding (5)3 (3) 100.0%18,094,728 19,849,423 19,543,371 19,819,362 275,991 FY2018 PERCENT FY2015 FY2016 FY2017 July1 through FY2018 POWER PURCHASER SHARE MONTHLY MONTHLY MONTHLY December1 ONLY Change CHUGACH ELECTRIC 30.4%458,400 502,853 495,098 1,004,181 509,083 MUNICIPALITY OF ANCHORAGE 25.9%390,545 428,417 421,811 855,535 433,724 HOMER ELECTRIC 12.0%180,947 198,494 195,434 396,388 200,954 MATANUSKA ELECTRIC 13.8%208,089 228,268 224,749 455,846 231,097 GOLDEN VALLEY ELECTRIC 16.9%254,834 279,546 275,236 558,245 283,009 CITY OF SEWARD 1.0%15,079 16,541 16,286 33,032 16,746 100.0%1,507,894 1,654,119 1,628,614 3,303,227 1,674,613 **In FY18 contributions will be paid evenly over the first six months,beginning July 1,2017 and ending December 1,2017. No payments will be due from January 1,2018 through June 30,2018. (These accelerated payments are due to the cash flow needs of the R&C fund to pay for the SVC replacement project with total estimated cost of $8.7 million) 2/26/201811:48 AM2018 BradleyBudgetAmendement3-Draft-030518.xlsxSch C Page 13 of 18 ALASKA ENERGY AUTHORITY BRADLEY LAKE HYDROELECTRIC PROJECT R&C Fund Disbursements and Repayments Schedule D Actual 'Actual -Ketual 'Actual PROJECTEDPROJECTED|PROJECTED PROJECTED&Actual @ TO REPAY TO REPAY wae:TO REPAY TO REPAYDescriptionDisburseat08/30/18 Disburse at 0830/98 Disburse at oersen?Disburse at oes0/18 R&C FUND PROJECTSGovernor 627,738.80 4,052,070.14 0.00 --4,052.070.14 0.00 ©4,052,070.14 0.00 -4,052,070.14 Replace RFLS 0.00 251,092.69 0.00 281,092.69 0.00 251,092.69 0.00 251,092.69 Replace Runners 0.00 -1,948,732.78 0.00 1,948,732.79 0.00 1,946,732.79 0.00 ©-1,946,732.79Replacecablefromdamtepowerhouse0.00 ©-2,321,922.94 0.00 ©-2,321,922.94 0.00 --2,321,922.94 0.00 =-2,321,922.94Replacepowersyatemstabilizer0.00 619,205.10 0.00 619,205.10 0.00 619,205.10 0.00 619,205.10 Replace two RTUs.0.00 86,905.27 0.00 86,905.27 0.00 66,905.27 0.00 96,905.27 Culvert Repairs 0.00 675,966.79 0.00 675,966.79 0.00 675,066.79 0.00 675,966.79 Trane Towers Frost Jacking Repairs 0.00 887,596.62 0.00 887,596.62 0.00 887,596.62 0.00 887,596.62 Replace Plant and SCADA Controle 0.00 1,344,683.05 0.00 1,344,683.05 0.00 -1,344,683.05 0.00 1,344,689.05 Vibration Monitoring System 0.00 490.00 0.00 490.00 0.00 490.00 0.00 490.00 Battle Creek Feasibaty 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Fire Alarm System Replacement 0.00 0.00 0.00 0.00 0.00 0.00]350,000.00 350,000.00 Battle Creek Diversion 43,605.35 994,339.83]149,683.91 1,144,017.74 2,000.00 1,148,017.74 0.00 1,146,017.74 Replace Electro-Mechanical Relays 0.00 1,277,197.06 0.00 1,277,197.06 0.00 ©1,277,197.06 0.00 =1,277,197.06FishwatarScreenDebrisRemoval21,929.45 21,920.45 |200,306.98 912,236.43 0.00 312,236.43 0.00 312,238.43 Turbine Nozzle Repair 96,423.49 96,423.49 |1,320,234.57 1,416,658.06 6,201.08 1,422,850.12 0.00 ©1,422,859.12SVGreplacementDavesCreek|Soldotna 0.00 0.00]1,570,577.34 -1,870,577.34|§,773,822.66 -7,344,400.00]1,360,400.00 8,704,800.00 Spaiway Raise 0.00 0.00 0.00 0.00 0.00 0.00 360,000.00 350,000.00 789,697.08 __14.576,540.22 |3,330,802.80 _17,007,352.02 |6,762,00372 23,600,375.74]2,060,400.00 25,740 77574CurrentYearR&C Repayment (3,262,788.00)|(2,793,306.63; LAdjust bal to $5 mill (won't be corrected until year end)0.00 Less Intereet in Fund Applied to Repayment 361,777.62) Net Transfer from Revenue Fund 1,390,705.41})(3,624 565.62)| \Cumutative Prior Years R&C Repayments (11,348 045,42)(12,716,539,31)}(18,409,249.92)|(17,920,612,74]INET DUE TO R&C FUND 1,860,009.90 2,498.102.10 5,768,763.00 5,035 856.37 R&C FUND CASH FLOW PROJECTION Beginning Investment Balance 3,015,716.76 3,212,607.32 §,623,509.49 1,931,991.64Debursements-current year (766,797.23))(1,265,152.32)(4,194,471.88){2,060,400.00) Disbursements-prior year accrued (177,276.20)(22,809.86)(2,065,650.48)}(1,587,551.84R&C Repaymentto utiities (179,788.03)(20,211.52)(1,055,961.11 (1,113,202.78)Net other cash inflow outflow)(69,953.03)(29,506,22)}0.00 0.00 Current year interest eamings 244,582.41 287,080.93 361,777.62 143,000.00 Current year Participants Contributions to R&C 1,146,123.00 3,461,591.16 3,262,788.00 2,793,306.63 Ending inveatment Balance 3,212,607.68 §.623,509.49 1,931,991.64 107,143.64 Accrued R&C Payable at year end-Dueto Utilities (20,211.51)(1,055,961.11)}(1,113,20279)](143,000.00)]Accrued due from Revenue fund (debt service transfer)69,953.03 IR&C payable back to Revenue tund {99,459.25) Accrued R&C vendor Payable at year end (22,899.85)](2,065 650.48)_(1,587,551.84)}0.00 PROJECTED NET OVE +ENDING INVESTMENT BALANCE 5,000,000.00 5.000,000.00 5,000,000.00 5.000.000.00 REPAYMENT AMOUNT '$756,665.11 X 25%all 4 years total repeid remaining to '$1.455,830.05 X 25%al 4 years ith yr 363,957.51 at 6/30/18 pay at 7/1/18 Fyi9 FY20 FY21 3 1,407,948,53 X 25%all 4 years 3rd yr 350,487.13 [4th yr 350,487.13 1,401,948.53 :° 1$1,834,499.92 X 25%yr 1 |25%yr 2 |50%yr 3 [2nd yr 458,624.98 [final yr 917,249.96 1,834,499.92 -= $789,697.08 X 25%yr 1|75%yr 2 et yr 197,424.27 [finat yt 592,272.82 789,697.09 -° $3,330,802.80 X 25%yr 11 32%yr 2 (25%yr 3|18%yr 4 et yr 832,700.70 [2nd yr 1,065,856.90 [3rd yr 832,700.70 2,731,258.30 (599,544.50)599,544.50 ° $5,782.023.72 x 25%all 4 years Met yr 1,445,505.93 [2nd yr 1,445,505.93 2,691,011.66 (2,691,011.86)1,445,506.93 1,445,505.93 ° {$2,060,400x25%all4 years Mat yr 515,100.00 515,100.00 {1,545,300.00)515,100.00 515,100.00 515,100.00 ° 1,370,493.90 2.692,710.61 2,511,362.83 2,793,306.63 (5.035,856.36)2,560,150.43 _1,960,605.93 515,100.00 "FY 17 projects reflect budgeted and actual numbers for different projects depending on which is higher (budgeted or actual),a0 the R&C repayment amount reflects a conservative amount 2/26/201811:48 AM2018 BradleyBudgetAmendement3-Draft-030518.xlsx Sch D Page 14 of 18 ALASKA ENERGY AUTHORITY BRADLEY LAKE HYDROELECTRIC PROJECT Battle Creek Capital Construction Purchases Schedule E changes made by Amend 3 highlighted FY17 FY18 FY18-| Original Draft Amended Capital Construction Project Description Actuals Budget Budget Comments Battle Creek Diversion 798,072 400,000 Total Construction 798,072 400,000 Used 2007 Chevrolet Silverado .8,800 Purchase used truck from HEA to be used by owners engineer (DOWL),AEA,andutilitiesduringconstructionofBattleCreek . . Purchase used truck from HEA to be used by owners engineer (DOWL),AEA,andUsed2006ChevroletSilverado7,700 utilities during construction of Battle Creek Total capital revenue fund purchases -16,500 2/26/201811:48 AM2018 BradleyBudgetAmendement3-Draft-030518.xlsxSch E Page 15 of 18 ALASKA ENERGY AUTHORITY BRADLEY LAKE HYDROELECTRIC PROJECT Battle Creek Administrative Costs Budget Schedule F HEA - CEA - changes made by Amend 3 highlighted AEA 43,800 FY18 Approved Amended Budget Summary by cost type Administrative Costs 43,800 43,800 FERC 920 &930 -Administrative Expense Administrative Costs 22,000 JAEA AEA Battle Creek Fixed Admin Fees 22,000 Administrative Costs S00 JAEA Operating Committee Exp-Other 500 Administrative Costs 15,000 FAEA Operating Committee Exp-Legal 15,000 Administrative Costs 2,000 [AEA Operat Committee Exp-Arbitrage 2,000 Administrative Costs 3,500 JAEA Administrative Costs 800 [AEA Trust &Account Fees 4,300 FERC 920 &930 -Administrative Expense Total 43,800 Total Bradley Lake Budget 43,800 2/26/201811:48 AM2018 BradleyBudgetAmendement3-Draft-030518.xisxSch F Page 16 of 18 ALASKA ENERGY AUTHORITY BRADLEY LAKE HYDROELECTRIC PROJECT changes made by Amend 3 highlighted Battle Creek Monthly Participating Purchaser Contributions Schedule G FY2018 FY2018 FY2018 FY2017 7/28/2017 2/2/2018 FY2018 Draft Percent Amended Amended Amended Amend 3 Amended POWER PURCHASER Share Budget Budget Budget *(1)Change Budget Chugach Electric Association 39.38%315,040 157,520 236,521 64,858.47 301,379 Municipal Light &Power 0.00%.-... Homer Electric Association 41.44%331,520 165,760 116,938 68,251.27 185,189 Matanuska Electric Association 17.88%143,040 71,520 107,389 29,448 136,837 Golden Valley Electric Association 0.00%----- City of Seward 1.30%10,400 5,200 7,808 2,141 9,949 Rounding 1 :1 100.00%800,000 400,000 468,657 164,699 633,356 FY2018 FY2018 FY2018 Percent FY2017 FY2018 March -June Amend 3 April -June POWER PURCHASER Share Monthly Monthly Monthly *(2)Change Monthly *(3) Chugach Electric Association 39.38%--59,130 21,619 80,749 Municipal Light &Power 0.00%----- Homer Electric Association 41.44%--29,235 22,750 51,985 Matanuska Electric Association 17.88%.-.26,847 9,816 36,663 Golden Valley Electric Association 0.00%.-.-. City of Seward 1.30%--1,952 714 2,666 100.0%--117,164 54,900 172,064 *(1)The calculation the FY2018 2/2/2018 Amended Budget is shown below. *(2)The first payment for FY18 is due on March 1.The annual payments will be made in 4 equal payments. *(3)The first payment for FY18 was made on March 1.The amended annual payments will be made in 3 payments. ___.,(See schedufeH)Original""Corrected §Contributions FY2018 Capital Capital Other Prior to 2/2/2018 Reserve :Reserve Available Other Amended »Contributions ,Contributions J Funds Available Funds Budget 1,246,143 1,101,213 144,930 381,451 236,521 1,443,286 1,158,819 284,467 401,405 116,938 565,796 499,992 65,804 173,193 107,389 41,137 36,353 4,784 12,592 7,808 (1)1 3,296,363 2,796,378 499,985 968,640 468,657 2/26/201811:48 AM2018 BradleyBudgetAmendement3-Draft-030518.xisxSch G Page 17 of 18 ALASKA ENERGY AUTHORITY BRADLEY LAKE HYDROELECTRIC PROJECT Battle Creek Capital Reserve Fund and Contribution True Up Power Purchaser |Power Purchaser Power Purchaser Allocation Allocation (original)(corrected) Chugach Electric Association 39.38%39.38% Homer Electric Association 45.61%41.44% Matanuska Electric Association 17.88%17.88% City of Seward 1.30%1.30% Total Allocation 104,17%100.00% Capital Reserve Fund Tue Up CC ... _-o __ORIGINAL.-ssSCt CS SSSSS os Chugach Electric Homer Electric Matanuska Electric Capital Reserve Fund Requirements Before Close Association Association Association City of Seward Total Variance Series A $3,069,334.00 4,208,703.73 1,399,923.24 548,796.92 39,901.34 3,197,325.23 (127,991.23) Series B 95,073.00 37,439.75 43,362.80 16,999.05 1,235.95 99,037.54 (3,964.54) Series C ----=>: Total Payment by Purchaser $3,164,407.00 1,246,143.48 1,443,286.03 565,795.97 41,137.29 3,296,362.77 (131,955.77)|Over payment by HEA L Corrected ae Chugach Electric Homer Electric Matanuska Electric Capital Reserve Fund Requirements After Close Association Association Association City of Seward Total Variance Series A $2,712,362.08 1,068,128.49 1,124,002.85 484,970.34 35,260.71 2,712,362.08 - Series B 84,015.42 33,085.27 34,815.99 15,021.96 4,092.20 84,015.42 - Series C ------= Total Payment by Purchaser $2,796,377.50 1,101,213.46 1,158,818.84 499,992.30 36,352.91 2,796,377.50 - Due to (from)368,029.50 144,930.02 284,467.20 65,803.67 4,784,38 499,985.27 (131,955.77)Over payment by HEA $1,200,000 Contribution True Up |"ORIGINAL-ACTUAL CONTRIBUTIONS S Golden Valley Electric Chugach Electric Homer Electric Matanuska Electric Contributions Association Association Association Association City of Seward Total $800,000 |$182,400.00 328,240.00 129,600.00 148,960.00 10,800.00 800,000.00 $400,000 -212,600.00 83,920.00 96,480.00 7,000.00 400,000.00 Total Payment by Purchaser $182,400.00 540,840.00 213,520.00 245,440.00 17,800.00 1,200,000.00 (Corrected-Contributions A Golden Valley Electric Chugach Electric Homer Electric Matanuska Electric Association Association Association Association City of Seward Total $800,000 |$:315,040.00 331,520.00 143,040.00 10,400.00 800,000.00 $400,000 |$:157,520.00 165,760.00 71,520.00 5,200.00 400,000.00 Total Payment by Purchaser $-472,560.00 497,280.00 214,560.00 15,600.00 1,200,000.00 $800,000 Due to (from)182,400.00 13,200.00 (201,920.00)5,920.00 400.00 : $400,000 Due to (from)-55,080.00 (81,840.00)24,960.00 1,800.00 - Total Due to (from)182,400.00 68,280.00 (283,760.00)30,880.00 2,200.00 . 2/26/201811:48 AM2018 BradleyBudgetAmendement3-Draft-030518.xIsxSch H Page 18 of 18 BPMC March 5,2018 Battle Creek Update Events: Orion Marine Group (Orion),utilities,and AEA met February 8,2018 to discuss project. Orion submitted plans week of February 19 required by FERC for construction.AEA to review plans then send to agencies. Alaska Department of Natural Resources and AEA are working with BLM to expedite the transfer of federal land at Bradley that will have West Fork Upper Battle Creek construction.Transferring land prior to ground disturbing activities will enable AEA to use federal tax subsidized funding for entire project. Project SharePoint site has been setup and Orion,DOWL,and utilities have access.Plans,submittals,pay requests,daily and monthly reports,and meeting minutes will be on this site. AEA is working on the format of budget tracking spreadsheet that utilities can see current and projected project costs. Schedule: AEA will have a meeting with Orion (West Fork Upper Battle Creek contractor)the afternoon of March 21.Orion has submitted a detailed construction plan.Utilities are invited to attend to discuss project schedule, potential value engineering proposals,and other issues. Orion will mobilize &setup camp during April 2018. Orion schedule has project fieldwork completed fall 2019. &}MRG McDOWELL RACKNER GIBSON PC MEMORANDUM TO:BPMC FROM:Kirk Gibson DATE:March 5,2018 RE:Restated Resolution No.2017-02;Battle Creek Diversion Project At the last meeting of the Bradley Lake Project Management Committee (BPMC),| was tasked with redrafting Resolution No.2017-02 (as amended)to reflect the methodology used for reallocation of the BCD Shares held by Non-Participating Purchasers which did not have shares sold or transferred.Attached for the BPMC's review and consideration are: a.Restated Resolution No.2017-02;Battle Creek Diversion Project; b.Attachment 1 to Restated Resolution 2017-02;and, c.Exhibit A to Attachment 1 to Restated Resolution 2017-02. These documents have been revised where appropriate and include a detailed description of the process used for reallocation of BCD Shares (with an exhibit).The following issues have been addressed: 1.A general updating of the language and the addition of description in introductory section to recognize the current state of the Project; 2.The revised voting requirements for the BPMC to accept the results of the study that will address the O&M impacts of the BCD Project on the Bradley Lake Project; 3.The calculation and methodology for reallocation of BCD Shares of any Non- Participating Purchaser that has not been otherwise sold or transferred is set in detail and follows the 2018n reallocation of shares agreed upon by the BPMC. It is my understanding that this Restated Resolution and associated documents will be set for consideration and approval at the next scheduled BPMC meeting.In the interim,please do not hesitate to have your utility representatives contact me should there be any questions and/or concerns. main:503 595 3922 |fax:503 595 3928 |www.mrg-law.com 419 SW 11th Ave,Suite 400 |Portland,Oregon 97205-2605 RESOLUTION OF BRADLEY LAKE PROJECT MANAGEMENT COMMITTEE RESTATED RESOLUTION NO.2017 -02;Battle Creek Diversion Project Introduction:The Bradley Lake Project Management Committee ("BPMC')is involved in the development of 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').All Purchasers are supportive of the expansion of the capabilities of the Bradley Lake Project through the development of the Battle Creek Diversion Project ("BCD Project”).While all Purchasers wish for the BCD Project to move forward,all Purchasers do not want to participate in the BCD Project. The activities of the BPMC regarding the BCD Project are authorized as Optional Project Work under the Power Sales Agreement. Purpose of Resolution No.2017-02:Resolution No.2017-02,and Attachment 1 to Resolution No.2017-02 Battle Creek Diversion Project Framework,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. Purpose of RESTATED RESOLUTION NO.2017-02:The Restated Resolution 2017-02;Battle Creek Diversion Project is being made to amend and clarify the process under which BCD Shares will be reallocated when sold or transferred between Purchasers as well as incorporate all of the amendments approved by the BPMC to the original Resolution 2017-02. Note:The sale and/or transfer of BCD Shares from a Participating Purchaser to a Participating Purchaser was originally provided for under the provisions in the original Resolution 2017-02.The sale and/or transfer of BCD Shares from a Non-Participating Purchaser to a Participating Purchaser was provided for under the provisions in the Second Amendment to Resolution 2017- 02. Definitions:In addition to the definitions contained in Power Sales Agreement,the following definitions are used as part of this Resolution 2017-02 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 development of the BCD Project. "Resolution No.2017-02”means the original Resolution 2017-02 and any amendments thereto. RESTATED RESOLUTION NO.2017-02 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”); Page 1 of 4 -Restated Resolution 2017-02;Battle Creek Diversion Project [Dated 2018] WHEREAS,the Purchasers along with the Alaska Energy Authority ("AEA”)constitute the BPMC; WHEREAS,the BPMC has authorized preliminary work comprised of completing design, environmental,and bid-related documents on the BCD Project as Optional Project Work under the Power Sales Agreement; 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,all Purchasers support the development of the BCD Project; WHEREAS,AEA has moved forward with obtaining financing of the BCD Project; WHEREAS,not all Purchasers may want to participate in the development and resulting benefits of the BCD Project at this time; WHEREAS,Purchasers desire an arrangement under which a Purchaser not wishing to participate in the BCD Project now can preserve the ability to participate in the BCD Project at a later date; WHEREAS,the Participating Purchasers wish to hold harmless the Non-Participating Purchasers from incurring any costs associated with the development of the BCD Project; WHEREAS,the Participating Purchasers shall reimburse the Non-Participating Purchasers for any amounts previously advanced by a Non-Participating Purchasers; WHEREAS,the Participating Purchasers wish to provide an opportunity for the Non- Participating Purchasers 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 Restated Resolution No.2017-02 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 a Participating Purchaser should the Non-Participating Purchaser choose to participate in the BCD Project at a later date; WHEREAS,approval of the BCD Project as Optional Project Work under the Power Sales Agreement will require the affirmative vote of at least four (4)representatives of the Purchasers, whose percentage shares of the output from the Bradley Lake Project are greater than fifty-one percent (51%),plus the affirmative vote of the AEA;and, WHEREAS,approval for the financing of the BCD Project as Optional Project Work under the Power Sales Agreement will require the affirmative vote of members whose percentage Page 2 of 4 -Restated Resolution 2017-02;Battle Creek Diversion Project [Dated 2018] shares of the output from the Bradley Lake Project are equal to or exceed eighty percent (80%) of project capacity and annual project costs. NOW,THEREFORE,IT IS HEREBY RESOLVED BY THE BPMC,that the costs and benefits of the BCD Project shall be managed and allocated in accordance with this Restated Resolution No.2017-02 and the Attachment 1 to this Restated Resolution,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 BCD Project is approved as Optional Project Work under the Power Sales Agreement and this Restated Resolution No.2017- 02 and the terms and conditions set forth in Attachment 1 to this Restated Resolution No.2017- 02;and, BE IT FURTHER RESOLVED BY THE BPMC,that the above Recitals be incorporated and made part of to this Restated Resolution No.2017-02;and, BE IT FURTHER RESOLVED BY THE BPMC,that the right to the capacity of the BCD Project shall initially be allocated to all Purchasers in accordance with their respective shares of Bradley Lake Project capacity (hereinafter referred to as their "BCD Share'). BE IT FURTHER RESOLVED BY THE BPMC,that Purchasers will have until financing terms and bid results are known before deciding whether to participate and obtain their respective right to the capacity in the BCD 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 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 Purchasers wishing to participate in the BCD Project shall expressly notify the BPMC of their election to participate in the BCD Project, and the percentage level of their BCD Share at which it would like to participate in the BCD Project;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 any Purchaser failing to expressly notify the BPMC (or notifying the BPMC that it does not wish to participate in the BCD Project) shall be deemed to be choosing to not participate in the BCD Project and that Purchaser's share of the BCD Project (i.e.,its respective BCD Share)shall be reallocated by the BPMC between the Participating Purchasers;and, BE IT FURTHER RESOLVED BY THE BPMC,that a Non-Participating Purchaser having its BCD Share reallocated shall continue to have its ability to participate in the BCD Project without restriction subject to the notice requirements in this Restated Resolution 2017-02;and, Page 3 of 4 -Restated Resolution 2017-02;Battle Creek Diversion Project [Dated 2018] 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;and, BE IT FURTHER RESOLVED BY THE BPMC,the BCD Project will be charged four percent (4%)of the Bradiey Lake annual O&M or an amount to be 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 the Non-Participating Purchasers have no restriction to participate at a later date but must provide notice of their intent to become a Participating Purchaser one year in advance of the start of the Project Water Year,June 1*; 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 Restated Resolution 2017-02 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. Dated at Anchorage Alaska,this __th day of 2018. Chair Attest: Secretary Page 4 of 4 -Restated Resolution 2017-02;Battle Creek Diversion Project [Dated 2018] ATTACHMENT 1 TO RESTATED RESOLUTION NO.2017-02 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 Restated Resolution No.2017-02 and this Attachment 1 to Restated Resolution No.2017-02,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 Restated Resolution No.2017-02 and the Dispute Resolution provisions of the BPMC Bylaws. For purposes of governance of any conflicts,the terms and conditions of the Restated Resolution No.2017-02,will control over this Attachment 1,which will control over the BPMC Bylaws. B.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 Restated Resolution 2017-02 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 Restated Resolution No.2017-02 and this Attachment 1. The right to the capacity of the BCD Project shall initially be allocated to all Purchasers in accordance with their respective shares of Bradley Lake Project capacity (hereinafter referred to as their "BCD Share'). To participate in the BCD Project each Purchaser must expressly notify the BPMC of their election to participate in the BCD Project indicating in such notice that it wants to maintain Page 1 of 4-Attachment 1 to Restated Resolution 2017-02 its allocated BCD Share (or a specific percentage of its total allocated BCD Share)of BCD Project capacity. 5.Any Purchaser that notifies the BPMC that it does not want to participate in the BCD Project,or a Purchaser that fails to provide any notice regarding participation,shall be deemed by the BPMC to have declined its initial opportunity to participate in the BCD Project and thereafter such Purchaser shall be a Non-Participating Purchaser.A Non- Participating Purchaser shall have the right to participate at its BCD Share without restriction subject to the notice requirements in Restated Resolution 2017-02. 6.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 this Section B.6.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: 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.Please see Exhibit 1 for an example of the specific calculation under this reallocation methodology.The Participating Purchasers may allocate their BCD Share and/or the redistributed BCD Shares from the BCD Pool by agreement. 7.One hundred percent (100%)of the BCD Shares shall be allocated by the BPMC at all times. 8.Subject to the provisions of Restated Resolution No.2017-02 and this Attachment 1,a Participating Purchaser or Non-Participating Purchaser shall have the unfettered right to arrange for 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.The Participating Purchaser that receives BCD Shares through a sale or transfer shall be responsible for all BPMC financial requirements and Call Back notice obligations associated with the BCD Shares received through sale or transfer. 9.Any Purchaser desiring to maintain its respective share (or a percentage of their respective shares)of BCD Project capacity but not immediately participate 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”). 10.A Call Back Notice must be provided to the BPMC by a Non-Participating Purchaser of its intent to become a Participating Purchaser one year in advance of the start of the Project Water Year (June 1*)to be effective for participation in the BCD Project beginning 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 Page 2 of 4-Attachment 1 to Restated Resolution 2017-02 11. 12. 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. The Non-Participating Purchaser providing a Call Back Notice and complying with all other obligations and responsibilities set forth in Resolution 2017-02 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. 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 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. C.BCD Project Cost Responsibility: 1.The amounts contributed to date towards the development of the BCD Project by the Non- Participating Purchasers shall be reimbursed by the Participating Purchasers in amounts determined by the BPMC within forty-five (45)days following the financing for the BCD Project.The responsibility of payment of such costs associated with this reimbursement shall be allocated by the BPMC to the Participating Purchasers in accordance with their respective BCD Shares,adjusted by the amount of the BCD Share allocated from a Non- Participating Purchaser ("Adjusted BCD Share'). The Operator for the Bradley Lake Project will be required to develop and propose for BPMC approval,the methodology and procedures for tracking all costs involved or associated with the BCD Project;such approval by the BPMC shall be in accordance with the voting requirements set forth in Resolution No.2017-02.The methodology and procedures for tracking all costs involved or associated with the BCD Project will be approved by the BPMC. The BCD Project will be charged four percent (4%)of the Bradley Lake annual O&M 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 Page 3 of 4 --Attachment 1 to Restated Resolution 2017-02 Paragraph C.3.will be approved in accordance with the voting requirements for Optional Project Work. 4.Participating Purchasers will hold harmless the Non-Participating Purchasers from all of the costs (including cost of financing)associated with the BCD Project as follows: a. b. The Participating Purchasers,in accordance with their Adjusted BCD Shares,will pay all of the costs (including cost of financing)associated with the BCD Project. 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 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. 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. D.BCD Project Water Tracking &Allocation: 1.The Operator for the Bradley Lake Project will be required to develop for BPMC 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.2017-02. 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:December 6,2017 Page 4 of 4-Attachment 1 to Restated Resolution 2017-02 Exhibit A To ATTACHMENT 1 TO RESTATED RESOLUTION NO.2017-02 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.6. 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'). 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 Creekparticipation 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 March 5,2018 Bradley Operator RFP Update AEA worked with several utility representatives on scope and evaluation criteria of the Bradley Operator RFP. AEA has not received questions from possible proposers. AEA believes a non-railbelt area engineer with hydroelectric experience would be beneficial to be on the evaluation committee. Schedule February 19 Bradley Operator RFP advertised. April 17"Bradley Operator proposals due June 1 Notice of Intent to Award September 1 Operator staff at Bradley learning tasks. January 1,2019 Operator starts operating Bradley under new contract. GT BRADLEY LAKE HYDROELECTRIC PROJECT SOLDOTNA STATIC VAR COMPENSATION SYSTEM OPERATION AND MAINTENANCE AGREEMENT Between ALASKA ELECTRIC AND ENERGY COOPERATIVE,INC. AND ALASKA ENERGY AUTHORITY January 1,2018 TABLE OF CONTENTS Section Title Page 1.DePiitions .......eecccececcceeessccecesenseceenseeseusnsesessustseessssesensssusceesasaesessusssseaas 2 2.Effective Date,Term,and Termination ...........::cccsssssecccececessesenseeeeeeesenns 4 3.General Provisions and Incorporation of Exhibit A of the Master Maintenance and Operation Agreement ............0.0 ccc ccc cec cen eec cee eee tees 4 4.Operational REQUIFEMENTS ............ccccccccccscecseeeeseesseeeeesssesecsessncesenssenssaes 5 5.Operation and Maintenance Plan,Schedule and Budgets ...............5:+5 5 6.PAYIMENA oes ccccccccccccccececccccceceececeescesesescusescssesesaneesecceesseeessessessusssanseseessenes 7 7.Emergency Expenditures.........c:cccccsssscsssnssccccceessesecsenesnseseeeeeeesesesseassas 7 8.Extraordinary Maintenance and Equipment Replacement ..................+8 9.Modifications and Additions ............cccccseneeccseeeceeeseessnnetaneeeseceesessessstsnans 8 10.Authorized Representative ............::cccccccccssssseceecccsecnseseceecessecasssseeeeesees 8 11.ACCESS tO FaCilitieS ...............ccccecesssssssssssssescssesecseceesecseceseceseceecesseesenseess 8 12.FOrce Majeure ...........::::sssssssssssessssesesseessssssssseessesseeccnscceseeeeeceeseeeeeeeeeeess 9 13.Dispute RESOIUtION ............ccsscescecesessssectsnsacseecseseesesssuesssssaseeeeeeesessessnens 10 14.NOtiC@S .......eeeeesececceceeceteeetenssssenceeesensaasunseaeeceseseneusnsnsunenecsseussenesesessuennas 10 15.Third Party Beneficiaries ...........:scccccsessssssnssesseseceseesecssssssccensenssesenensens 10 16.Indemnity And LOSS ..............:sssssescessccsscesecssceueseueeceecueeeceeeucesecesunesuseneenas 10 Exh.1 Communications Circuits to Soldotna Network Topology...............:.:00+13 SOLDOTNA SVS O&M AGREEMENT BRADLEY LAKE HYDROELECTRIC PROJECT STATIC VAR COMPENSATION SYSTEM OPERATION AND MAINTENANCE AGREEMENT This Static Var Compensation System Operation and Maintenance Agreement for the Bradley Lake Hydroelectric Project ("Agreement"),is dated effective as of the first day of January,2018,by and between ALASKA ENERGY AUTHORITY,a public corporation of the State of Alaska ("Authority"),and ALASKA ELECTRIC AND ENERGY COOPERATIVE,INC.,("AEEC"),a non-profit electric cooperative membership corporation of the State of Alaska. RECITALS 1.The Power Sales Agreement governing the sales of energy from the Bradley Lake Hydroelectric Project provides that the Bradley Lake Project Management Committee ("BPMC')shall arrange for the operation and maintenance of the Bradley Lake Hydroelectric Project and Project-related facilities ("Project”); 2.The BPMC is authorized,under its Bylaws adopted pursuant to the terms of the Power Sales Agreement,to approve agreements for the operation and maintenance of the Project; 3.The BPMC has arranged for and authorized Chugach Electric Association,Inc. ("CEA”)to perform dispatch services for the Project. 4.The Static VAR Compensation System ("Soldotna SVS”)directly connects to AEEC's Soldotna Substation and is a Project-related facility dispatched by the Project Dispatcher; 5.The BPMC and the Authority entered into the Bradley Lake Hydroelectric Project Master Maintenance and Operation Agreement on May 24,1994 ("Master Maintenance and Operation Agreement”),to,among other things,establish a contract administration and budgeting procedure for contracting for the maintenance and operation of the Project and related services,facilities,and equipment; 6.The Authority,before executing a contract or contract amendment for operation or maintenance of the Project,must submit the contract or amendment to the BPMC for its review and approval pursuant to the Master Maintenance and Operation Agreement; Page 1 of 12 -SOLDOTNA SVS SYSTEM 0&M AGREEMENT 7.Pursuant to BPMC approval,the Authority and CEA also entered into the Bradley Lake Hydroelectric Project Static VAR Compensation System Operation and Maintenance Agreement dated August 20,1996 ("1996 O&M Agreement'); 8.The 1996 O&M Agreement by its terms automatically terminates as to the Soldotna SVS upon the termination or expiration of an Agreement for Lease of Facilities dated September 25,1985,between CEA and Homer Electric Association,Inc. ("Lease”); 9.The Lease has terminated,but the Authority and CEA,with AEEC's consent,have extended the term of the 1996 O&M Agreement as to the Soldotna SVS for an additional period of time; 10.AEEC owns and operates electric transmission facilities and is engaged in the transmission,purchase,and sale of electric power and energy; 11.AEEC agrees to be the Field SVS Operator and perform Field SVS Operations and Maintenance for the benefit of the Project; 12.The Authority,the BPMC,and AEEC desire a contract be entered for AEEC to perform Field SVS Operations and maintain the Soldotna SVS; 13.Pursuant to the Power Sales Agreement,the BPMC has approved the terms of this Agreement. AGREEMENT NOW THEREFORE,in consideration of the mutual covenants herein contained the Parties hereto agree as follows: SECTION 1 -DEFINITIONS The terms used in this Agreement shall be as defined in the Power Sales Agreement, except as specified below.For the purposes of this Agreement,the following definitions and abbreviations apply: A."AEEC”means the Alaska Electric and Energy Cooperative,Inc. B."Agreement”means this Agreement. C."Annual Soldotna SVS Facilities Budget”shall have the meaning set forth in Section 5.B.of this Agreement. D."Authority”means the Alaska Energy Authority or any successor agency. E."BPMC"means the Bradley Lake Project Management Committee. Page 2 of 12 -SOLDOTNA SVS SYSTEM 0&M AGREEMENT "Construction”has the meaning given in AS 36.90.300(c). "Effective Date”means at 12:00 a.m.on January 1,2018. "Emergency"means an unforeseen circumstance or the resulting state that requires immediate action to protect or preserve the Soldotna SVS,SVS Field Operator personnel,public health and safety,or operation of the interconnected electric utility system. "Fiscal Year”means July first (1%)to June thirtieth (30)of each year. "Master Maintenance and Operating Agreement”means the Bradley Lake Hydroelectric Project Master Maintenance and Operation Agreement dated May 24,1994. "Party"or "Parties"means the signatories to this Agreement. "Power Sales Agreement"means the Agreement For The Sale And Purchase of Electric Power,dated December 8,1987,by and among the Alaska Power Authority and the Chugach Electric Association,Inc.,the Golden Valley Electric Association,Inc.,the Municipality of Anchorage (d.b.a.Municipal Light and Power), the City of Seward (d.b.a.Seward Electric System)and ;the Alaska Electric Generation and Transmission Cooperative,Inc.and the Homer Electric Association,Inc.and the Matanuska Electric Association,Inc. "Professional Services”has the meaning given in AS 36.30.990. "Project”means the Bradley Lake Hydroelectric Project and Project-related facilities. "Soldotna SVS"means the Project's Static VAR Compensation System located adjacent to the Soldotna Substation and related Project-owned equipment located within the Soldotna Substation,,including the power system recorder. "Soldotna Substation"means AEEC's substation at Soldotna,Alaska. "SVS Field Operator"means AEEC. "Field SVS Operations and Maintenance”means operation maintenance of the Soldotna SVS excluding Remote SVS Operations,and includes operations performed at the Soldotna SVS site such as high voltage switching,establishment of working clearances,and Soldotna SVS local equipment troubleshooting performed by the SVS Field Operator. The "Project Dispatcher”or "Dispatcher”means the entity the BPMC has arranged for and authorized to perform dispatch services for the Project. Page 3 of 12 -SOLDOTNA SVS SYSTEM O&M AGREEMENT T."Remote SVS Operations”means power system operations performed by the Project Dispatcher to facilitate the transfer of Project energy and capacity (e.g., establishing and changing voltage setpoints,slope settings,and data acquisition for power system level analysis and troubleshooting,etc.). U."SVS"means a Static VAR Compensation System. SECTION 2 -EFFECTIVE DATE,TERM,AND TERMINATION A.Effective Date and Term of Agreement. This Agreement shall become effective on the Effective Date and shall continue in effect until terminated as provided in Section 2.B.of this Agreement. B.Termination of Agreement. 1.This Agreement may be terminated under the following conditions: a.In the event of a material breach of this Agreement by a Party,the other Party shall give the breaching Party written notice of the breachax-@&and an opportunity to cure the breach within a reasonable time YY considering the circumstances of the breach.In the event the breachiveisnotcuredwithinareasonabletime,the non-breaching Party,ee except as provided in Section 2.B.2.of this Agreement,mayterminateitsobligations,duties and all rights it has under this Agreement.Any dispute as to a reasonable time to cure the breach shall be adjudicated by the BPMC. b.By the SVS Field Operator delivering written notice to the Authority and BPMC as provided in Section 5.B.3.of this Agreement.All liabilities accruing under this Agreement prior to its termination shall be and are hereby preserved until satisfied and the rights of the Authority under Section 2.B.2 shall continue. 2.In the event this Agreement is terminated,the Authority,or its contractors, shall have the right to enter upon the Soldotna Substation facilities to operate and maintain the Soldotna SVS.Upon termination of this Agreement,the SVS Field Operator shall release all relevant records to the Authority. SECTION 3 -GENERAL PROVISIONS AND INCORPORATION OF EXHIBIT A OF THE MASTER OPERATING AGREEMENT This Agreement is subject to the terms of the Master Maintenance and Operating Agreement.Except for paragraphs (h)Indemnity,(0)Notice and Communications and (t) Page 4 of 12 -SOLDOTNA SVS SYSTEM O&M AGREEMENT Third Party Beneficiaries,the provisions of Exhibit A,Master Contract Provisions of the Master Maintenance and Operating Agreement are expressly incorporated in this Agreement.Paragraphs (h),(0)and (t)of the Master Maintenance and Operating Agreement are modified and included as Sections 14,15,and 16 of this Agreement. Nothing in this Agreement is intended to alter the rights and obligations of the Authority and the Purchaser(s)under the Power Sales Agreement.In the event the terms of this Agreement and the Power Sales Agreement or Master Maintenance and Operating Agreement are found to be in conflict,the terms of the Power Sales Agreement shall have first priority with the Master Maintenance and Operating Agreement having second priority.The provisions of this Agreement are not intended,nor shall they be construed, to alter or modify any previous contracts or agreements of any Party or preclude any Party from performing existing obligations. In their performance of this Agreement,the Parties will comply with the terms and provisions of the Power Sales Agreement. SECTION 4 -OPERATIONAL REQUIREMENTS A.Systems Operation. AEEC agrees to operate its electric utility system in accordance with the provisions of Section 10(c)of the Power Sales Agreement. B.Soldotna SVS Operation and Maintenance. In accordance with the provisions of this Agreement,the SVS Field Operator shall be responsible for the Field SVS Operations and Maintenance of the Soldotna SVS on behalf of the BPMC and the Authority and for coordination with the Project Dispatcher to provide increased transfer capacity resulting from operation of the Soldotna SVS for the Purchasers in proportion to their Project shares. SECTION 5 -OPERATION AND MAINTENANCE PLAN,SCHEDULE AND BUDGETS A.Maintenance Plan and Schedule Requirements. 1.The SVS Field Operator shall develop annually and submit to the BPMC a plan and schedule for operation and maintenance of the Soldotna SVS facilities.This plan and schedule shall be used for planning and tracking maintenance activities and as the basis and support for budget submittals to the Authority and the BPMC. 2.The plan and schedule shall function on a Fiscal Year basis. Page 5 of 12 -SOLDOTNA SVS SYSTEM O&M AGREEMENT Annual SVS Facilities Budget. 1.After the Effective Date,and in accordance with schedules provided by the Authority,the SVS Field Operator shall prepare and submit each year to the Authority and to the BPMC a draft Annual Soldotna SVS Facilities Budget for the following Fiscal Year as provided in Section 5.D.of this Agreement. The draft budget shall be prepared in a format and schedule provided to the Authority by the BPMC. 2.The draft Annual Soldotna SVS Facilities Budget shall be based upon the anticipated operation and maintenance expenditure needs and reflect appropriate accounting and budgetary principles for utilities. 3.The SVS Field Operator shall perform its duties in a manner consistent with the Annual Soldotna SVS Facilities Budget except as provided in Sections 7 and 8 below.If the SVS Field Operator makes a determination during any Fiscal Year that it cannot perform its obligations under this Agreement without an increase in the expenditures authorized under the Annual Project Budget,the SVS Field Operator shall timely report such finding to the Authority and the BPMC and shall submit a revised budget with explanations and analyses where appropriate for the Authority's and the BPMC's review and approval.In the event the revised budget is not adopted by the BPMC and the Authority,or in the event the Authority,pursuant to Section 13(e)of the Power Sales Agreement does not authorize and agree to fund such expenditures,and the SVS Field Operator determines that it cannot perform its obligations under this Agreement,the SVS Field Operator may terminate this Agreement upon 90 days written notice to the Authority and the BPMC. Three-Year Major Maintenance and Improvements Plan and Budget. Annually the SVS Field Operator shall prepare and submit a three-year plan and budget for proposed major maintenance and improvements,(e.g.,major equipment replacement)and other projects deemed by the SVS Field Operator to be required to insure continued safe and economical operation of the Soldotna SVS that are not included in the proposed annual maintenance plan for that Fiscal Year or require more than one year to complete.The three-year plan shall be revised annually and submitted together with the proposed annual maintenance plan that is part of the Annual Soldotna SVS Facilities Budget. Budget and Plan Submittal. The SVS Field Operator shall submit the annual maintenance plan,schedule,and budget,and the three-year plan and budget to the Authority and the BPMC no later Page 6 of 12 -SOLDOTNA SVS SYSTEM O&M AGREEMENT than February 1 for the next Fiscal Year.The plans,schedules,and budgets may be modified through negotiations between the SVS Field Operator and the Authority,subject to approval by BPMC. SECTION 6 -PAYMENT A.The SVS Field Operator shall advance the ordinary costs of performing under this Agreement,including station service costs,and submit such costs for reimbursement by the Authority per Section 6.B.of this Agreement. The SVS Field Operator shall prepare an invoice each month identifying the actual and reasonable costs incurred in a format mutually agreeable to the Authority and the SVS Field Operator.The invoice shall be furnished to the Authority by the twenty-first (21')of the month following the month in which the costs are incurred. All such invoices shall be subject to audit and approval by the Authority;such approval shall not be unreasonably be withheld. Subject to the availability of funds,the Authority shall reimburse the SVS Field Operator for all costs reasonably incurred,properly invoiced,and approved under this Agreement. An appropriate invoice properly submitted to the Authority under Section 6.B.of this Agreement shall be due within thirty (30)days of receipt.Any amount not paid when due shall accrue simple interest at the legal rate of interest beginning at the time payment was due. The Authority shall authorize paymentforthe full amount of the SVS Field Operator charges pending the resolution of any cost dispute,except for those costs expressly disapproved in writing.Within thirty (30)days after the SVS Field Operator submits a charge,the Authority shall notify the SVS Field Operator in writing of the amount of the charge in dispute and the basis for the dispute.If the Parties cannot settle the dispute informally,the dispute shall be submitted to the BPMC for resolution.In the event a resolution of the dispute through the BPMC fails,either Party may file an action in the Alaska Superior Court for the Third Judicial District to obtain a decision resolving such dispute and to obtain any other remedy permitted by law.Pending final resolution of any such dispute the Parties shall continue to perform under this Agreement. SECTION 7 -EMERGENCY EXPENDITURES The SVS Field Operator shall take such actions as it reasonably believes are necessary in an Emergency.If in the reasonable judgment of the SVS Field Operator,the Emergency requires the SVS Field Operator to incur costs prior to obtaining written approval from the Authority,the SVS Field Operator shall declare an Emergency and notify the Authority Page 7 of 12 -SOLDOTNA SVS SYSTEM O&M AGREEMENT and the BPMC within seventy-two (72)hours after discovery and declaration of the Emergency. SECTION 8 -EXTRAORDINARY MAINTENANCE AND EQUIPMENT REPLACEMENT When the SVS Field Operator learns of an equipment failure or other contingency that,in the SVS Field Operator's judgment,necessitates incurring an extraordinary maintenance and equipment replacement cost,the SVS Field Operator shall promptly notify the Authority and the BPMC of the circumstances.Except as provided in Section 7 of this Agreement,the SVS Field Operator shall obtain the Authority's written approval prior to incurring an extraordinary maintenance and equipment replacement cost.Except in an Emergency,the SVS Field Operator shall incur no extraordinary maintenance and equipment replacement cost for which the approval of the Authority has been requested and expressly denied in writing. SECTION 9 -MODIFICATIONS AND ADDITIONS Except in an Emergency,no modifications or additions shall be made to the Soldotna SVS without the prior written approval of the BPMC. SECTION 10 -AUTHORIZED REPRESENTATIVE The Parties shall each designate one representative to carry out the provisions of this Agreement.Within thirty (30)days after execution of this Agreement,each Party shall notify the other Party in writing of its designated representative.Any Party may change its representative at any time and shall promptly provide written notice of such change to the other Party. SECTION 11 -ACCESS TO FACILITIES A.Authority and BPMC personnel or agents shall be granted reasonable access to the Soldotna SVS,including those facilities located within the Soldotna Substation, upon reasonable notice and subject to all safety and security measures,if and to the extent necessary for Soldotna SVS inspection and testing. B.Project Dispatcher personnel or agents shall be granted reasonable access to the Soldotna SVS to enable Project Dispatcher to maintain SCADA term servers, firewall equipment,engineering access to the Soldotna SVS,related Soldotna SVS system recorders,communications circuits and associated communication network equipment as shown in area outlined in a cloud on drawing identified as COMM-SY-0040 (Sheet 2 of 2)titled "COMMUNICATIONS CIRCUITS TO SOLDOTNA NETWORK TOPOLOGY”attached hereto as Exhibit 1.Note:The drawings contained in Sheet Nos.1 of 2 and 2 of 2 constituting the drawing identified as COMM-SY-0040 are provided for explanatory purposes by CEA,the current Project Dispatcher. Page 8 of 12 -SOLDOTNA SVS SYSTEM O&M AGREEMENT SECTION 12 -FORCE MAJEURE A.No Party to the Agreement shall be liable to the other Party for,or be in breach of or default under this Agreement because of,any delay in performance or any delay or failure to deliver,receive or accept delivery of energy due to any of the following events: 1.Any cause or condition beyond such Party's reasonable control which such Party is unable to overcome by the exercise of reasonable diligence, including but not limited to:fire,flood,earthquake,volcanic activity,wind, drought and other acts of the elements;court order and act of civil,military or governmental authority;riot,insurrection,sabotage and war;breakdown of or damage to facilities or equipment;electrical disturbance originating in or transmitted through such Party's electric system or any electric system with which such Party's system is interconnected;and,any act or omission of any person or entity other than such Party,or Party's contractors or suppliers of any type or anyone acting on behalf of such Party.Strikes, lockouts,and other labor disturbances shall be considered Force Majeure events and nothing in this Agreement shall require either Party to settle a labor dispute against its best judgment;provided,that during any labor dispute each Party shall make all reasonable efforts under the circumstances,including,to the extent permitted by law and collective bargaining agreements,the use of replacement personnel and or management personnel and/or other personnel under the provisions of a mutual aid agreement to ensure,if possible,the continued ability of the Parties to carry out their obligations under this Agreement;or Any action taken by such Party which is reasonably necessary or prudent to protect the operation,performance,integrity,reliability or stability of the Project or of such Party's electric system or any electric system with which such Party's electric system is interconnected,whether such actions occur automatically or manually. In the event of any delay excused under this section,the time for performance thereby delayed shall be extended by a period of time reasonably necessary to compensate for such delay.No cost adjustment shall be allowed,only time extensions as appropriate.Nothing contained in this paragraph shall require any Party to settle any strike,lockout or other labor dispute.Each Party shall give the other Party prompt written notice of any delay which the Party giving notice considers to be an excusable delay of its performance. Page 9 of 12 -SOLDOTNA SVS SYSTEM O&M AGREEMENT SECTION 13 -DISPUTE RESOLUTION Pending resolution of a disputed matter,the Parties shall continue performance of their respective obligations pursuant to this Agreement.If the Parties cannot reach a timely, mutual agreement on any matter in the administration of this Agreement,the SVS Field Operator shall,to the extent necessary for its continued performance,make a determination of such matter without prejudice to the rights of the other Party.Such determination shall not constitute a waiver of any other remedy belonging to any Party. SECTION 14 -NOTICES Notices shall be addressed as follows:Executive Director,Alaska Energy Authority,813 West Northern Lights Boulevard,Anchorage,Alaska 99503.Notices to AEEC will be addressed to:General Manager,Alaska Electric and Energy Cooperative,Inc.,3977 Lake Street,Homer Alaska 99603.A Party may change the foregoing designations of its name or address to which notices or demands are to be directed at any time by written notice given to the other Party. Any notice or request not otherwise provided for in this Agreement shall be given in such manner as the Parties agree. SECTION 15 -THIRD-PARTY BENEFICIARIES This Agreement gives no rights or benefits to anyone other than the Parties,AEEC and the Authority,and the BPMC asa third-party beneficiary.The BPMC is the only third-party beneficiary.In any action by the BPMC for damages,AEEC shall have the right to assert against the BPMC any defense which it could have asserted against the Authority.The raising of any such defense by AEEC shall not affect any right of a Purchaser or the BPMC under the Master Maintenance and Operating Agreement or Power Sales Agreement. SECTION 16 -INDEMNITY AND LOSS A.Indemnity. The SVS Field Operator shall indemnify,defend,and hold the Authority harmless from and against any claim of,or liability for,negligent acts,errors,and omissions of the SVS Field Operator with respect to any Construction-related Professional Services provided by the SVS Field Operator under this Agreement.The SVS Field Operator is not required to indemnify,defend,or hold harmless the Authority for a claim of,or liability for,the independent negligent acts,errors,and omissions of the Authority or third-parties.If there is a claim of,or liability for,a joint negligent act,error,or omission of the SVS Field Operator and Authority,the indemnification, defense,and hold harmless obligation of this provision shall be apportioned on a Page 10 of 12 -SOLDOTNA SVS SYSTEM O&M AGREEMENT comparative fault basis.In this provision,"independent negligent acts,errors,and omissions”means negligence other than in the Authority's selection, administration,monitoring,or controlling of the SVS Field Operator,or in approving or accepting the SVS Field Operator's work. B.Uninsured Loss. The costs of any loss or damage to or arising out of the SVS Field Operator's performance hereunder not covered by insurance,including uninsured deductibles and indemnity (including the SVS Field Operator's indemnity under Section 16.A, above),shall be included in the Annual Soldotna SVS Facilities Budget as an operating cost unless and to the extent caused by the willful act or gross negligence of the SVS Field Operator.The Operator shall be responsible for paying any such costs if and to the extent the loss or damage is determined to be caused by or arises out of the Operator's willful act or gross negligence.For the avoidance of doubt,the Operator acknowledges its responsibility,as a Participant, to pay its Percentage share of Annual Project Costs,including its Percentage Share of all amounts included in the Annual Soldotna SVS Facilities Budget. IN WITNESS WHEREOF,the Parties hereto have caused this Agreement to be executed by their authorized officers or representatives as of the day and year first above written. ALASKA ENERGY AUTHORITY By: Janet Reiser Executive Director ALASKA ELECTRIC AND ENERGY COOPERATIVE,INC. Bradley P.Janorschke General Manager Page 11 of 12 -SOLDOTNA SVS SYSTEM O&M AGREEMENT STATE OF ALASKA )ss. THIRD JUDICIAL DISTRICT ) The foregoing Agreement was acknowledged before me this ___day of2018,by Janet Reiser,the Executive Director of the Alaska Energy Authority,an Alaska corporation,on behalf of the corporation. Notary Public in and for Alaska My commission expires: STATE OF ALASKA )ss. THIRD JUDICIAL DISTRICT ) The foregoing Agreement was acknowledged before me this__day of2018,by Bradley P.Janorschke,the General Manager of the Alaska Electric and Energy Cooperative,Inc.,an Alaska corporation,on behalf of the corporation. Notary Public in and for Alaska My commission expires: Page 12 of 12 -SOLDOTNA SVS SYSTEM O&M AGREEMENT Exhibit 1 to Soldotna Static Var Compensation System Operation and Maintenance Agreement Exhibit 1 Soldotna Static Var Compensation System Operation and Maintenance Agreement Sheet 1 of 2 SOLDOTNA CIRCUITS - .PerniceLokePower Plont |HEA Soldotna Substation 115 Bldg Soldotna SVC Bidg Loop |Loop Rod Amux |Rod Alrmux OPERATIONS NETWORK Ch Bank Ch Bank Wireless (DU Wireless 10U CEA IP IES A 5onan|&w _[ane venipaoo}[a a CEA " Network Sih B2 ry Rawk Po ait anrW-)Bank ° Router @ OuedTSVCSCADA»jee n [th n That Pe eosQuadThra2saa=28 bTS23=24 HEA su)P2 Rod Alrmux Microwave Tidak WirelessCEA SCADANetwork <|ea 2X Ti 6 Mb IPwon{2 Ex 4xqji "5 BLos S oes aeLDGSCADA° : n n .232msSAE)[ms| PHONE SERVICE Quod Th Quod TLSLPL n iia]on n |widzo 1 ne rn JL inQsuithduceT.{a=20.18-20 feoace =--a eo =COMMUNICATIONSLoepoten:<aes =tT tebe UITS TO SOLDOTN.==.meres mii ate td |jaeee rere im :Ee CHUGAGI OFA ARTWORK TOPOLoGY a It Quugadh Bleeirie Association,ine.AI1SrLeapeteSee COMN-SY 0040 Exhibit 1 Soldotna Static Var Compensation System Operation and Maintenance Agreement Sheet 2 of 2 WLIO PII LP A POLO LOLOLOL EL OOS EOLILOO OOO JCHUGACH COMMUNICATIONS EQUIPMENT COMUNE Ba i ee.)' wy HA cens 4Le.}; 'PRe pr aAnnnannnae!fesmt.{AAPAM-m pew Nn annaanaa oat patsy | STATIONL SWITICILAL Lad Li ee re ne t 7 E SIATONTAN SHIN ET are ree an 00 Layerd tteet T=ome ree mou]we lothe|menl oe =COMMUNICATIONSerry?<[ona eae e{-1 k=l CGHUGAGI CEA CIRCUITS TO SOLDOTNAeneewecen/eas!OEE wan 08 |ee AD eg |ok TOE |-"at ree weet ae OW fe ara rm ==cm %.:NETWORK TOPOLOGY il Chugach Beciric Ameciodan,Ine.It S401 Deures Dre =PO bea 100900 bees aes -idiaat nasa it Anchorage,Alesis 99319-6300 {t COMM=SY-0040 | Ih Bradley O&D Report to the BPMC March 5,2018 System Events a.Chugach scheduled a transmission outage for the week of February 12 to repair a hot connection at Daves Creek. Bradley spin contribution -Currently 27 MW's a.Bradley Lake spin contribution will stay at the current level pending the outcome of the spin quality study. Fish water automation a.HEA issued the purchase order to Emerson February 8,2018.HEA anticipates commissioning the work spring 2018. Battle Creek a.AEA and Utilities met with Orion Marine February 8 for a meet and greet and to discuss construction schedule. b.AEA has set up a ShareFile site for Orion to upload BCD project submittals.Each utility should have at least one individual with access credentials. c.Project O&M cost allocation Study i.Each O&D member to discuss this issue with their respective BPMC member. ii.O&D is working with the Operator to provide guidance for tracking labor and any use of Bradley Project assets during BCD construction. iii.HEA has set up a separate account to charge labor to the BCD Project. Draft FY 2019 Bradley Lake Project Budget was addressed at the February meeting Bradley Lake Operator Report BPMC Unit Statistics: March 6,2018 as of 03/01/2018 Generation Unit 1 (MWhrs)Unit 2 (MWhrs)Total (MWhrs) January 2018 20,439 16,470 36,909 February 2018 20,911 15,499 36,410 Hydraulics Avg.Lake Level (ft.)Usage (ac ft.)Fish water (ac ft.) January 2018 1,149 32,314 77.3 AVG February 2018 1,137 36,299 97.9 Generation Unit 1 Unit 2 Unit 1 Unit 2 .Availability Availability Capacity Capacity January 2018 97.7%97.4%43.6%35.1% February 2018 100%97.2%49.3%36.6% Lake Level -1150.0'as of 03/01/2018 Capital Projects: 1)Plant operation -The plant has continued to operate well since the UPS repairs in mid-January. 2)EMERSON DCS -We are working on fixing a number of smail issues that showed up when we lost power (UPS Failure}in January. 3)Unit 2 high PD indication -No issues have been observed.We continue to monitor the unit.We are scheduled to an additional analysis soon. 4)Fish Water Control Automation -We have held the kick off meeting with EMERSON to begin the automation phase of this project. 5)Truck Purchases -We have received the new 2 ton Pickup truck and the van {ambulance}in Homer.We are putting radios in the vehicles and preparing them for barge shipment with the crane and loader later this year.We are awaiting the arrival of the flatbed truck. 6)40-Ton Crane -We are continuing to make repairs to the crane to insure its serviceability when it arrives.We replaced the tires (original equipment)because of age and cracking.We recognized this need when we purchased. 7)Battle Creek -The plant has been in discussion with Orion Marine Constructors (OMC)providing some basic orientation and setting up their first visit to the site for March 9%. 8)2019 Budget -To be discussed today. Bradley Lake Operator Report Page 1 Operations,Maintenance,and Inspections: 1)Inflows -In spite of winter conditions inflows of about 9,000 ACF were recorded in January but February recorded Zero for inflow. 2)Operations-Operations at the Plant were normal with no anomalies or upsets. 3)Unit availability-Unit 1 100%,Unit 2 100%4)Monthly Safety Meeting -was held February 5". 5)MMS System -Began work in converting the old MMS {Cascade}to a new more modern MMS (Dude Solutions). 6)Road to the Dam -We tried to drive to the dam (using 4-wheel Drive with chains)but were defeated by deep snow just past mile 5.OMC will likely try to get to the dam using the track vehicle next week. 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 Monday,March S,2018 at 1:30 p.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 467-050-1 26#. The public is invited to attend.The State of Alaska (AEA)complies with Title Il 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 Details BPMC Agenda 3-5.pdf Department:Economie Develonmens and Revision History ;Category:Public Notices Created 2/23/2018 2:52:58 PM by Sub-Category: tawebster Location(s):Statewide Modified 2/23/2018 2:56:29 PM by [Details]Project/Regulation #: tawebster Publish Date:2/23/2018 Archive Date:3/6/2018 Events/Deadlines: https://aws.state.ak.us/OnlinePublicNotices/Notices/View.aspx?id=188921 2/23/2018 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 Monday,March 5,2018 at 1:30 p.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 467-050-1 26#. The public is invited to attend.The State of Alaska (AEA)complies with Title il 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 Details BPMC Agenda 3-5-V4.pdf Commerce,Community andDepartment:Economic Development Revision History Category:Public Notices Created 2/23/2018 2:52:58 PM by Sub-Category: tawebster Location(s):Statewide Modified 2/23/2018 2:56:29 PM by [Details]Project/Regulation #: tawebster Modified 2/28/2018 11:08:56 AM by [Details]Publish Date:2/23/2018 twee 5)Archive Date:3/6/2018 Modified 3/5/2018 9:15:43 AM by . tawebster [Details]Events/Deadlines: https://aws.state.ak.us/OnlinePublicNotices/Notices/View.aspx?id=188921 3/5/2018 BRADLEY LAKE PROJECT MANAGEMENT COMMITTEE REGULAR MEETING Monday,March 5,2018 1:30 P.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 NEW BUSINESS FY19 Budget FY18 Battle Creek Budget Amendment Battle Creek Update Battle Creek Share Reallocation Procedures Bradley Operator RFP update aoPOoOoBPSoldotna SVS O&M Agreement REPORTS A O&D REPORT -ML&P B OPERATORS REPORT COMMITTEE ASSIGNMENTS Gyrec.S€S31079 MEMBERS COMMENTS NEXT MEETING DATE -Friday,April 20,2018 ADJOURNMENT AEA AEA AEA Kirk Gibson AEA Kirk Gibson legal (SSE.dbfan Mark,lee Bradley Lake Project Management Committee Monday,March 5,2018 @ 1:30 pm **PLEASE WRITE LEGIBLY** LL? NAME ORGANIZATION MAhlieg vba for Chugtta-COME/MRK GIesn)WR Zeb Tar ea, L poy Cleese,SOK mt 2.1"eng LELMOES LGEN Lek wie Spt F FUBLIC_ Qcad Danorsclle EA BOM UWHIGH CY CC HE LARLthwLZLEETDHIRECRTCIIUAGAC I Prey ute |he ATTENDANCE -BPMC MEETING,March 5 @ 1:30 pm -_ COMMITTEE MEMBERS i ALTERNATE an ee Thibert,Vice Chair CEA _v-Burke Wick_-Brad Janorschke HEA |BobDay 7 _Bryan Carey,Secretary/Treasurer AEA -[StkWarren Pp up_Aony Izzo MEA Sony Zellers fp Me Johnston MLP set Warner ohn Foutz |sew .Public Members .COUNSEL CEA Brian Hickey (CEA)a i - Isirk Gibson,McDowell Rackner &Gibsone7PCc- Alark Johnson (CEA)7"ay,Brian Bjorkquist,Dept.of Law gt /Sherti Highes(CEA)tof Paul Risse (CEA)AEA Brenda-Applegate a L/dosh Resnick (CEA)#Amy Adier 7 HEA yeRich Baldwin (HEA)Vy Jocelyn Gardner / wlan Owens (HEA)Brandi White (/" VVEmily Hutchinson (HEA)]|Germen-Noble- -/Larry Jorgensen(HEA)/WieriWebster-MLP a Anna Henderson (MLP)--Davidtockard 7 Molly Morrison (MLP)kirk Warren 4GVEAif4RonWoolf(GVEA)yo 7 _-danet Reiser Pete Sarauer (GVEA)| Valerie-teauitt MEA __Jim Brooks (MEA) 7 |Jessies-Houston- David Pease (MEA)vw,dalle Tobe _ MattReisterer(MEA)an Ri cA UW ootey)_v Public Bernie Smith /Tom Fr Xs Crystal Enkvist (APA) Mel Hutchinson (APA) -TW Patch Oe -_ Z Fred Eofi{PFM)- CindyCarttedge(IDO }- BRADLEY LAKE PROJECT MANAGEMENT COMMITTEE vx BPMC 3/5/18 Roll call from top to bottom ending with Chair FistJ]Seer Fist |secon]Fist |Seeger}|First,|SecondSSVRa|ca |CoRollCallAgendaBLBudgetBCDBudgetgree%© 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 KRRINAAKAIANARNAINASSRoll call from top to bottom ending with Chair First Second First Second First Second First Second First Second 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 >\<4\\NISINIAR8]4,Next Meeting:4/20/18 Cee OtSsiorn Mo report oy Completa sched)2)Values -uaQes P c Ye uding BEMC So Wak Ron Rebivickh s)BFUC Cepreseniahve beDNsengineek.