HomeMy WebLinkAbout2020.10.23.BPMC.ExecutedMinutesBRADLEY LAKE PROJECT MANAGEMENT COMMITTEE (BPMC)
SPECIAL MEETING AGENDA
October 23, 2020
CALL TO ORDER
Chair Izzo called the special meeting of the Bradley Lake Hydroelectric Project Management
Committee to order at 9:35 am. A quorum was established.
2. ROLL CALL FOR COMMITTEE MEMBERS
Tony Izzo (Matanuska Electric Association [MEA]); John Burns (Golden Valley Electric
Association [GVEA]) (phone); Jeff Warner (Municipal Light and Power [ML&P]) (phone); Lee
Thibert (Chugach Electric Association [CEA]) (phone); Larry Jorgenson (Homer Electric
Association [HEA]) (phone); Stephen Sowell (phone) (arrived late) (Seward); and Curtis Thayer
(Alaska Energy Authority [AEA]) (phone).
3. PUBLIC ROLL CALL
Sunny Morrison (phone) (Accu-Type Depositions); Brenda Applegate (arrived late), Jennifer
Bertolini, Ryan Garner (phone), Aimee Sudbeck, Kirk Warren (AEA); Brian Hickey (phone),
Russell Thornton (CEA); Pete Sarauer (phone), Ron Woolf (phone) (GVEA); Kirk Gibson
(phone) (McDowell Rackner Gibson, PC); Dean Thompson (phone) (ML&P); Bernie Smith
(phone) (Public); and Christina Hunter (phone) (RCA).
4. PUBLIC COMMENTS - None.
5. AGENDA APPROVAL
MOTION: A motion was made by Mr. Warner to approve the agenda. Motion seconded
by Mr. Thayer.
A roll call vote was taken, and the motion to approve the agenda passed unanimously.
6. NEW BUSINESS
A. BPMC Consent to Assignment of Power Sales Agreement - ML&P /
Chugach Transaction
Chair Izzo requested Kirk Gibson, McDowell Rackner Gibson, discuss the BPMC consent to
assignment of Power Sales Agreement as a result of the ML&P sale to Chugach Electric. Mr.
Gibson explained the assignment also refers to shares of project capacity in the Bradley Lake
Hydroelectric Project. He discussed the requirements as set forth is Section 17 of the Power
Sales Agreement. Mr. Gibson reviewed the RCA proceedings with respect to the transaction, in
which HEA, GVEA, MEA, ML&P and Chugach participated. He described the concern
regarding post -transaction voting, in which Chugach would have a controlling majority of the
project capacity shares.
BPMC Minutes 10/23/20 Page 1 of 3
Mr. Gibson explained that most of the voting requirements in the BPMC Bylaws call for an
affirmative vote of four representatives and greater than 51% project capacity. Post transaction,
there will be five remaining members and AEA. With respect to the 51 % project capacity,
Chugach would accumulate 56.3% project capacity post transaction, which would allow veto
power. To accommodate that issue and for the good of the order, Chugach has agreed to a
modified approach, which would take the existing percentages of the purchasing utility and
consider them equal to 100%, with ML&P no longer part of the calculation. The percentages
would change as follows: HEA from 12% to 16.2%, MEA from 13.8% to18.6%, GVEA from
16.9% to 22.8%, Chugach from 30.4% to 41 %, and Seward from 1 % to1.4%.
Mr. Gibson informed that Attachment 2 to Resolution 20-04 is Chugach's assumption of ML&P's
obligation in writing. The requirements to Section 17 must be satisfied. Mr. Gibson, as BPMC
Counsel, is recommending that there is no need to require Chugach to provide the alternative
method because it seems inefficient under the circumstances. Mr. Gibson recommended the
BPMC provide consent. If the BPMC approves the consent, then the post -transactional voting
share should be accepted and the Bylaws should be amended accordingly. Mr. Gibson
discussed that if those recommendations are approved, he suggests the opportunity be taken,
as well, to update the Bylaws in certain areas regarding notice and other similarities. He
highlighted the section; "be it resolved that nothing in this Resolution 20-04 is intended to
change any voting requirements expressly set forth in the Power Sales Agreement."
Chair Izzo advised that Stephen Sowell, City of Seward, has joined the teleconference.
MOTION: A motion was made by Mr. Burns to approve Resolution 20-04. Motion
seconded by Vice -Chair Thibert.
A roll call vote was taken and the motion to approve Resolution 20-04 passed
unanimously.
MOTION: A motion was made by Vice -Chair Thibert to enter into Executive Session to
discuss BPMC Counsel confidential matters involving the proposed transaction, the SSQ
Line. Motion seconded by Mr. Warner.
The motion to enter Executive Session passed with no objection.
7. EXECUTIVE SESSION: 9:65 am
Discussion with BPMC Counsel on matters involving the proposed Transaction
(SSQ Line) that the immediate knowledge of which could have an adverse effect
on the legal position of the Committee or the Authority and would clearly have an
adverse effect on the finances of the Authority or the Project.
The Committee reconvened its regular meeting at 10:19 a.m.
Chair Izzo advised that the BPMC did not take any formal actions while in executive session.
8. MEMBERS COMMENTS
Mr. Jorgenson expressed appreciation for all the efforts on both the merger and the SQ Line.
He thanked Mr. Warner for his efforts in the last few years with BPMC, IMC, Bradley O&D, and
his many contributions.
BPMC Minutes 10/23/20 Page 2 of 3
Vice -Chair Thibert expressed appreciation to Mr. Gibson for shepherding the resolutions,
amendments, and additional undertakings in a professional and timely manner. He thanked the
Committee for the positive actions. Vice -Chair Thibert extended well wishes to Mr. Warner and
Anna Henderson. He welcomed the Chugach team.
Mr. Burns stated that he is delighted with the merger that is proceeding well. He expressed
appreciation for the contributions of Mr. Warner and Ms. Henderson. Mr. Burns looks forward to
their continued involvement with the Railbelt in their future capacity. He complimented Mr.
Gibson on his efforts regarding the SSQ Line and extended appreciation to Mr. Thayer and the
AEA team for their outstanding job. Mr. Burns stated that he views the purchase as the first
step of a long process moving forward as the excess proceeds are used to upgrade the line for
the benefit of the Railbelt and rate payers.
Mr. Thayer thanked everyone for their kind words. He expressed appreciation to Mr. Gibson for
his daily conversations regarding negotiations and document review. Mr. Thayer acknowledged
Brenda Applegate, CFO, who will be leaving the organization today for another position. Mr.
Thayer announced Amy Adler will step in as the interim CFO. Mr. Thayer announced that today
is Beazit Redzepi's last day, as well. Mr. Redzepi will be studying for his Master's. Interviews
to replace his position are beginning and should be filled by the next meeting.
Chair Izzo echoed the previous comments and highlighted Mr. Gibson's historical knowledge
and commitment to the BPMC. Chair Izzo believes the partnership of AEA and the utilities has
been greatly improved. He congratulated Ms. Applegate and Mr. Redzepi. Chair Izzo informed
that he was pleased to hear Mr. Warner and Ms. Henderson will be available as assets to the
Railbelt. Chair Izzo expressed appreciation to Vice -Chair Thibert and Chugach for effectively
addressing the consent to assignment of the Power Sales Agreement and the voting shares by
honoring their commitments.
Mr. Warner expressed appreciation to Mr. Thayer, Mr. Gibson, and the respective teams for the
efforts on the SSQ Line and its positive impact. He thanked members for their kind words. On
behalf of ML&P, Mr. Warner thanked the BPMC. He expressed appreciation for the work in
progress and the genuine belief and focus to move forward in a positive manner. Mr. Warner
stated that he looks forward to working for Chugach in his new role. He believes Ms.
Henderson would share his comments.
9. NEXT MEETING DATE - November 13, 2020 - Special Meeting;
December 11, 2020 - Regular Meeting
10. ADJOURNMENT
There being n rth busi for the committee, the meeting adjourned at 10:27 am.
BY: /V%1
Tony Izzo, C/hai.
Attest: Tir�117w
Alaska Energy Authority, Secretary
BPMC Minutes 10/23/20 Page 3 of 3