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Home My WebLink AboutSeldovia Bulk Fuel Facility Nov 15, 2005 DraftBusiness Operating Plan of the Seldovia Bulk Fuel Facility NOVEMBER 15,2005 DRAFT Seldovia Fuel and Lube,Inc. P.O.Drawer C Seldovia,AK 99663 Phone:(907)234-7622 Fax:(907)234-7442 EGER ETT -UU pay 3 0 2605 AIDEA/AEA TABLE OF CONTENTS ITI. IV. VI. VII. VHI. IX. PAGE EXXECUTIVE SUMMARY uecccccssssssnsssssssecccccceernccssssssscccesceseccevsssscssecesscccscccseccassccessssnsscausccesssossseececessseees 2 Document Interrelationships...cccssssessessssssccsssssssssessrentesssssesscsssnsssssecsscuesusnsssseseeneceesassessessassassassassaesessessrentensesesees 2 BACKGROUND ......csscssssssessecceccccscacesseestssseccceeescverssssssensscnanncccsssceesscsssecsecccsscssssesessecsuuenccccacsssesecenseeess 3 Selected Statistics -Seldovia..cccssscsssssssesescsessssssssssessssssssssssssnsssssssssacscscacscececessssssssvsssssssssssacasssssssasssssestvesseenensavaracars 3 FACILITY UPGRADE ......cssccccscsscscssessssnconeccnresscseseeccauovcccecensssecnccsscccssccsesscccecesssscucessecsnuessceusceosssrsccees 4 Bulk Fuel Storage Facility Description.......ccccsesssssessesecsessseensssesssssessseesessseesesssnsassssessnsssssessnsssesssssssaeeseasaessvesees 4 Project EXclusions ......scssesssssssseecsssssssssssesssssssessssnsassssssssssssesssssssssccssussussssssssssscasessssssessesssaseeseesuasussoeseaessaseeneenneates 4 Facility Site Plan and Facility Tank Plan...esssssssscsscsssesessessscecsnssseseessssssssssessensensesscecssssssssenscsesessnsaseasecnensans 5 Bulk Fuel Storage Facility Capacity...sesccssssssessesceesecsssssssssssssssssnssnsssesssesesssnssnssssssnssessessnssssssnssnessessesenssnesaesseesaes 7 FACILITY PARTICIPANTS.....cccccssssscnscsccecsscnsssccesecccceccesececsescecescccusesssecescucesonecsscucceccesecessecencsccenascecevens 8 Participant Contact ...sssscssessssseessessesseesssssesscsseesecssssssssscsscesecsecsussneesscsnesssesscssesssesseeseesscsasssessnseseasecanerssesseeseesessseessesess 8 Facility Component Ownership ....ccccsssssesssesssssesssesssssenseeseessessscssssssssesssessscssssneeseessesuecsssaseesecsnanssesseaneaseesseenessssaneess 8 PRIMARY OPERATOR ......scsscccscsscscvcvscscccccssscrseuseseccccscseccccessceseusesccceeaauscecccsnesssescusesccceseessesscccesssssses 9 Turnover and Assumption of Responsibilities /Sustainability.........cccsssssssecssesssssssesssseesnsesssessanessneessseesssesesneess 9 Staffing and Training.....csssscssssseesssesssessecssssssscsssecseessesssessnssssesssessneeseecssesssesssccssesssessuesssccsnesasecsuessecssnessnesssesssersenssesses 9 Financial Responsibilities .......cccsssssssssesssssssseeseesesssssssssssessesessesseessenessessessessesnessessecsesnesnesucsssaasassaesuesesssssneseeseeneaneeaees 10 Operations and Maintenance Guidelines.....sccsssesssesssecseesseesnsesssesssessssssssseceusennsenseesscesscanesssessneeasecensnssesnneessesey 10 Renewal and Replacement Guidelines .......ccssssessessssesssessesseesseesseesnesssesssccsssssssssseesseesnscssecsscssnessnessnecsecssnessnenenssens 12 Audits and Reporting ...cccccsssssssessssesessessesssssssessecsssssssessesssecssesssesssssseessnessnssasessecsssecsnessuesssessessuessesseensecennesssessees 12 SECONDARY OPERATOR .......cccccescessersssssssssssssssncascscscsssssssnsncssccccecssseseseseeseessssessssnsensccsssssssseassnssnsees B INSURANCE .....cccccosccsssssscncccsccccccccssseccscescesccnscnecsecessesceecceccsssessescescesceesonsonsonsscoscasensscnsonssoess 14 REGULATORY COMPLIANCE .....ccccsccsssccccccscusssascccecccescessccccesccssscnccceusssscuseensconsssessaecssessossssessoesonessse 15 FINANCIAL INFORMATION .....cosscesccsssccesccscccessnssessessccnsssnsssesssesecessssescasccasenccssecesesccacsseossessuaccoecesesses 16 Key Financial Assumptions .....csssssesssssssessesssssssssessssssessessessnsssssssessecnceassnsseaeecssrscenenneenccncencenesanecnecanseneannsnneqneeanesseesy 16 Key Operating Assumptions ......cccsssesssesssssssssessssesssecsneccsneesseesnsessneernisesuseccuneesnennneeeaseecncsanesenseceaseasanessessssunesseessnies 16 Bulk Fuel Facility Funding .....ccccsssssssssesseessssssessseesssessesssesssessseeseecnessnecsseecssseneesasecanecasenneenarecascenennsenseenerecanenseeanes 17 Subsequent Operating Year Revisions ....sssssscssssssssesssnesssseessneessnsessnetessnnsecenecssntessaeesnaessnaesennersnnrecesnsenssanssea 17 TABLES Table A:Summary of Facility Expenses to Participants ......esseesssesessseseesesrssseseestennreersesseesssssessesssteceneenesnees 18 Table B:Participant Allocation ...scssssssssssessesssscsssescsnsessessntessasessneesaersueccesscnneesassesunesssesssesssuuesasesesnesssessneenserensests 19 Table C:Annual O&M Schedule w.cccccccccssscessscsessssesssessssssnsesesessssecsscesesesessscessseneneseceessessaeseseueeesseseeseaeaeaseaseenes 20 Table D:40 Year O&M Cash flow..cccccccssscsssssssssssssasssccscsscssessesecscsassaecsesssessceaceaecaseeessessesseussussssssssssasssseseaseeseses 21 Table E:40 Year R&R Schedule vcccccccccccscscsssscsssessssssssseccsesecssesesssssssseessecsssescasecceceeeeessosesssssessesessesensseesensensesees 22 Table F:40 Year R&R Cashflow woccccccccccccccscscscssevscssesescssssseessessccsnssacenaeeceensssssseaeeaaesessensnessssesesasscsenneersessessnensenee 23 Table G:Loan Schedule ....cccccssssccscccsssssesssecescecsssscsssscesesesussestssesesteseeesassessesessasesseeasscsecesescessscessassseeneeesseecsesacsaeeeaes 25 APPENDIX A:PRIMARY OPERATOR STATEMENT OF QUALIFICATION APPENDIX B:O&M AND R&R COST ESTIMATE ADDITIONAL RELATED AND ATTACHED DOCUMENTS _====--SEE BACK 1.SECONDARY OPERATOR AGREEMENT COVER FOR 2.LEASE AGREEMENTS CD VERSION 3.SITE CONTROL DOCUMENTS OF THIS 4.GRANT AGREEMENT PLAN. 5.R&R FUND ACCOUNT --SAMPLE DOCUMENTS Seldovia Fuel and Lube,Inc. Bulk Fuel Facility Business Operating Plan Page 1 of 26 I,EXECUTIVE SUMMARY This Business Operating Plan (the "Plan”)provides a guideline for the City of Seldovia (the "City”) and the Seldovia Fuel and Lube,Inc.(the "SF&L”)maintenance,operation and sustainability of a new Bulk Fuel Storage Facility (the "Facility”).The City will own the Facility and lease the Facility to the SF&L. As lessee,the SF&L will be responsible to maintain,operate and sustain the Facility.Therefore,a critical concern for the SF&L is the ongoing sustainability of the newly installed Facility.This Plan has been developed to assist the SF&L with that effort:it estimates operation and maintenance needs and costs,estimates renewal and replacement needs and costs,and a per gallon surcharge for fuel. The Bulk Fuel Upgrade Project will construct a new Bulk Fuel Storage Facility in Seldovia that will replace all of the existing storage facilities of the SF&L.The SF&L will utilize its leased facility assets to directly retail fuel. The Facility will be turned over to the City,and its lessee,after the satisfactory completion,as determined by AEA or its representative,of a 14-day test period.After this test period,AEA will provide written notice (Certificate of Substantial Completion)stating that the Facility is ready for Beneficial Occupancy.Upon receipt of this Certificate,the SF&L will become the Primary Operator and will assume responsibility for the use,day-to-day operations,and long-term maintenance of all Facility components,except those noted elsewhere in the Plan.When the project has been completed (the Facility is complete,crews have demobilized,invoices have been paid and there are no outstanding issues),the AEA will issue through its Grants Manager a Certificate of Project Completion.This Certificate is included in the Grant Agreement;see Additional Related and Attached Documents. This Plan focuses on wholesale operations only.Additional costs that will be borne by the end-user include fuel costs and other retail operation and maintenance costs (defined later in this Plan). These additional costs are not part of this Plan.See Table A:Summary of Facility Expenses to Participants for the estimated per gallon fuel surcharge. Document Interrelationships Attached to this Plan are: Secondary Operator Agreement Lease Agreements Site Control Documents Grant Agreement R&R Fund Account -Sample Documents The Secondary Operator Agreement references the Plan and includes language requiring the Plan be followed.The Plan takes effect after this agreement is executed.Acceptance of the Plan by execution of this agreement is pre-requisite to funding from the Denali Commission (the "Commission”),which will be provided through a separate Grant Agreement (See Attachments). Seldovia Fuel and Lube,Inc. Bulk Fuel Facility Business Operating Plan Page 2 of 26 II.BACKGROUND The Denali Commission was established by the Federal Government to fund improvement projects within the State of Alaska,including the Bulk Fuel Upgrade Project.The Alaska Energy Authority is a state-owned corporation that assists in the development of safe,reliable,and environmentally sound energy systems for Alaska's communities.AEA will coordinate the planning,construction and funding of the Seldovia Bulk Fuel Facility,which is to be partially funded by the Commission. Seldovia is located on the Kenai Peninsula across from Homer on the south shore of Kachemak Bay,a 15 minute flight.The name Seldovia is derived from "Seldevoy”,a Russian word meaning "herring bay”.Between 1869 and 1882 a trading post was located in Seldovia,which is one of the oldest settlements in the Cook Inlet region.A post office was established in 1898.The village developed around commercial fishing and fish processing and the City of Seldovia was incorporated in 1945. Over the years,the processing of crab,salmon and cod have been important to the economy of Seldovia,although the local crab population has decreased significantly over the past several decades.Today,commercial fishing and subsistence activities continue to be an integral part of the local culture and economy.In 2004,the population of Seldovia was estimated to be 265 residents. Seldovia Fuel and Lube provides the community of Seldovia with retail fuel sales (diesel,gasoline and propane)and hardware merchandise. Selected demographic and historical data for the community is provided below: Selected Statistics -Seldovia Population 2000 286 1990 316 1980 479 1970 437 1960 460 1950 437 Housing (2000 Data) Occupied Housing 232 Vacant Housing Due to Seasonal Use 81 Other Vacant Housing 17 Economic Data (2000 Data) Unemployment Rate 10.4% Median Household Income $45,313 Seldovia Fuel and Lube,Inc. Bulk Fuel Facility Business Operating Plan Page 3 of 26 Ill.FACILITY UPGRADE The Bulk Fuel Upgrade (BFU)Project will construct a new Bulk Fuel Storage Facility in Seldovia that will replace all of the existing storage facilities of the SF&L (the "Participant”).The City will own the Facility and lease the Facility to the SF&L. Bulk Fuel Storage Facility Description The AEA contracted with LCMF,LLC,to develop a conceptual design for the Seldovia Bulk Fuel Facility,which was submitted to AEA in May 2005.The purpose of the conceptual design is to provide a concept design and construction cost estimate for consolidation and upgtade of the SF&L's bulk fuel storage,which are referenced in this Plan.This Plan is based upon the information contained in the conceptual design. The new Facility will be located at the site of the existing SF&L bulk fuel facility.The proposed BFU project will construct a storage facility with seven storage tanks and two dispenser tanks;one storage tank for gasoline and one dual storage tank for diesel #1 and diesel #2. Project Exclusions The BFU project does not include the following: ¢Decommissioning of existing tanks or environmental cleanup e Retail business:including licenses,revenue,prices,taxes,profits,or contributions to the wholesale fuel storage program The AEA and the Commission will not provide any guarantees,warrantees or ongoing support, other than that which is defined in the Plan.However,manufacturer warranties will be transferred at the time of project turnover (defined in Section V.Primary Operator). See the following diagrams for the details of the Facility: Seldovia Fuel and Lube,Inc. Bulk Fuel Facility Business Operating Plan Page 4 of 26 97JOGadegurgsuneredgssoutsngAmoryponyyngDU]'oqn'y]purjan.jemMoprasfeKhonUnememe,ausmueySURVEY CONTROL:7.THESE PLANS ARE BASED OF 4 AEUD SURVEY PORORUEO BY SCADREHT SURITINO ON LAE 28 S084GEAGONTSENGHOOOGAIS2BASISOFHORITONTALDODRIOIATESLOCALVALUEOFHORTHING4958881)AND CASTINGStan7250ATBeFOU20NCSAGESOwSrByMenteWOMANfonae!(Bh)1887 AT AtT OFTAMOONCYLOT BLOOX 7 FOR THE PLAT OF WATERFRONT SUSDMISION Ma RECORNGGISTINGTPLATAOI-10 (SEAGRIONT SURE MNO PL pod)X BASSOFBEAOWER THE AEOORD WALT BEMEEN THE FOUND MOMMIES SET BYTAMOENTCOT&BLOCH 7 AND THE PONT OF CURVATURE LOT &BLOM 7 FOR TESUBITHSIONW05SELDOUARECORDMODUSTICTPLATgrtW4EOYREARSNORDN M8707"WEST. €BASS OF VETRCAL CONTI:AE Batis OF WENACAL DATA IS ASGAED Ra ASSUMED DARECSTARGDPTGO7ATAQEMATONOF42.80 AND PT.989 AT AW SLEVAZON OF 97.48 &TARE TEUPORARY GENCH MATS CSTARIGED AS SHOE RITY APE FY AUIMBAYCogBroseUAteeta1Alo.BDO isthe COME CURDS.THE MPORARYBIMONMAASAeHE gE PROJECT LAYOUT PLAN .BULK TAN FARM,ONSEE SECT C-5. °Ed neo 'SCALE IN FEET (4[2]g4sonOoerrpe:ALASKAENERGYAUTHORITYBULKFUELUPGRADESELDOVIA,ALASKAJLCME..80%DESIGNDRAWINGSmrvigowdsKALE f=$0 UrgagAyIoe.y 97JO9adeur[gSunviedgsseuisngAMD,PNYN"DU'aqn'yTpuEponyeAOpyasMAwaypery”seeBOWFRADE \ él :: 2 _u-Fmeao<oO _- © ne >Caeepee tor zm CALVERT INVERT BLEANGN ©1065" GrsnAc Bono: -Dikacan CARY BASIN GETAYOW ©TE ERTONG \.2%nao -AERba;CAMENTBERTBECATION =rome?GLECty,ae 1 wor" : t |ra 1 7 o ==an "-°'SCALE IM FEETiJ (\BULK_TANK FARM SITE PLAN SELDOVIA,ALASKAALASKAENERGYAUTHORITYBULKFUELUPGRADEuedyueL,Ayoey90%DESIGNDRAWINGSevgous: Bulk Fuel Storage Facility Capacity The following table provides a summary of the tankage,by type of fuel (obtained from the Facility designs),which will be included in the Facility upgrade: Facility Components &Capacities Gallons Primary Storage/Dispensing |Number Per Total Gallons Total Tank Gallons PerTank Gallons (Gross)(Gross)(Net)(Net) SF&L Diesel #2 Primary Storage 3 49,500 |148,500 44,550 133,650 Dispensing +2/3"4,000 4,000 3,600 3,600 Subtotal Diesel 3 @2/3"152,500 137,250 Diesel #1 Primary Storage 2 49,500 99,000 44,550 89,100 Dispensing +4/3r4 2,000 2,000 1,800 1,800 Subtotal Diesel 2«1/3"101,000 90,900 Gasoline Primary Storage 2 49,500 99,000 44.550 89,100 Dispensing 1 6,000 6,000 5,400 5,400 Subtotal Gasoline 3 105,000 94,500 Total Primary 9 358,500 322,650 Storage /Dispensing Pipeline Components Number Marine Header 1 Motor Vehicle Dispensing 3 Marine Dispensing Stations 2 Transfer Fill Pipelines 3 Truck Loading Area 1 +Dual Product Dispensing 'l'ank -2/3"Diesel and 1/3 Gasoline 1 The Facility's storage capacity is based on its present usage and assumes tow or three fuel deliveries per year.If annual fuel requirements increase in the future -additional fuel deliveries can be made. Seldovia Bay is an ice free port and capable of receiving barges 365 days per year.Deliveries are restricted during winter months,for a 2 to 3 month period,due to ice in the Anchorage and the Nikiski ports,where fuel is loaded onto barges for delivery to Seldovia.Winter months are slow months for the SF&L and,therefore,the proposed tank capacities are not a limiting factor during the winter months. Seldovia Fuel and Lube,Inc. Bulk Fuel Facility Business Operating Plan Page 7 of 26 IV.FACILITY PARTICIPANTS The Facility participants are: Grantee/Owner:City of Seldovia Primary Contact Name:Dick Wylaad,Mayor Phone:(907)234-7643 Fax:(907)234-7430 Address:City of Seldovia P.O.Drawer B,Seldovia,AK 99663 Usage:The City will lease the Facility to the SF&L. Lessee/Primary Operator:Seldovia Fuel and Lube,Inc. Primary Contact Name:Frank Blodgett,Owner Phone:(907)234-7622 Fax:(907)234-7442 Address:Seldovia Fuel and Lube,Inc. P.O.Drawer C,Seldovia,AK 99663 Usage:The SF&L will utilize the Facility assets to retail fuel. Facility Component Ownership The City owns 100%of the Facility and will lease the Facility to the SF&L.The SF&L owns the property upon which the majority of the Facility will located and will lease the property to the City. The SF&L is responsible for the Operation and Maintenance ("O&M”)and Renewal and Replacement ("R&R”)of the Facility and all associated costs. The Seldovia BFU facility is organized as follows: 1.Facility:The proposed fuel storage facilities will be owned by the City of Seldovia and leased to the Seldovia Fuel and Lube,Inc. 2.Land:The proposed bulk storage tanks and truck loading rack will be located on land owned by the Seldovia Fuel and Lube,Inc.,and will be leased to the City of Seldovia. 3.Pipeline Easements /Right of Ways:Pipelines will be located in existing utility easements and cross the right of way for Main Street. 4,Primary Operator:The Seldovia Fuel and Lube,Inc.will be the Primary Operator (PO). The Denali Commission will select a Secondary Operator if the PO does not perform according to this Plan.The PO will take care of the O&M (annual operations and maintenance,training,testing,etc)and R&R of common facilities. Seldovia Fuel and Lube,Inc. Bulk Fuel Facility Business Operating Plan Page 8 of 26 V.PRIMARY OPERATOR The Primary Operator for the Seldovia Bulk Fuel Storage Facility is the Seldovia Fuel and Lube,Inc. A detailed statement of qualification for the Primary Operator is included as Appendix A:Primary Operator Statement ofQualification. Turnover and Assumption of Responsibilities /Sustainability The Facility will be turned over to the City,and its lessee,after the satisfactory completion,as determined by AEA or its representative,of a 14-day test period.After this test period,AEA will provide written notice (Certificate of Substantial Completion)stating that the Facility is ready for Beneficial Occupancy.Upon receipt of this Certificate,the SF&L will become the Primary Operator and will assume responsibility for the use,day-to-day operations,and long-term maintenance of all Facility components,except those noted elsewhere in the Plan. When the project has been completed (the Facility is complete,crews have demobilized,invoices have been paid and there are no outstanding issues),the AEA will issue through its Grants Manager a Notice of Project Completion.This Notice 1s included in the Grant Agreement;see Additional Related and Attached Documents. The Primary Operator is responsible for the long-term sustainability of the Facility for the benefit of the local community.The complete Facility will be maintained according to guidelines outlined in this Plan,all manufacturers'recommendations for maintenance,and all state and federal laws,codes and regulations governing operation.The Primary Operator is responsible for the transfer of fuel and no costs for this activity are included in the Plan. The Primary Operator is responsible to establish and manage accounts for O&M and R&R to ensure that sufficient financial resources exist to sustain the Facility as specified in the Plan. Staffing and Training The Primary Operator will designate an Operations and Maintenance Manager (the "Manager'')for the Facility.The Manager will be the point of contact for communications between the Primary Operator,the Commission and all other interested parties.The Primary Operator will name the Manager prior to the start of operation and will inform the Commission in a timely fashion whenever a Manager is to be replaced.The Manager will manage the Primary Operator's enterprises and will be given complete responsibility for operating the Facility in compliance with this Plan. It is recognized that there will be,from time to time,turnover in various operational,maintenance and administrative positions.Because all functions are essential to the successful operation of the Facility,replacements will be recruited and trained as necessary.The Manager will be responsible for maintaining adequate staffing and training at all times.When the Primary Operator lacks trained operators and administrative staff,training will be obtained to ensure sustained Facility operation. The Primary Operator's manager and bookkeeper will participate in business plan training conducted by the Alaska Energy Authority.Additionally,the Primary Operator will utilize training Seldovia Fuel and Lube,Inc. Bulk Fuel Facility Business Operating Plan Page 9 of 26 programs offered by AEA,the Alaska Vocational Technical Center (AVTEC)in Seward,the Commission and other training programs. Financial Responsibilities There are two cost categories that will be incurred in the ongoing operation and upkeep of the Facility -O&M and R&R. The Primary Operator will incur a number of expenses relating to the O&M of the Facility.O&M items are defined as expenses that are incurred on a regular basis (administration,audits,etc)and maintenance expenses that are incurred on an annual basis.O&M expenses are detailed in Table C: Annual OOM Schedule and a narrative detail is provided in Section LX:Financial Information to address estimates and assumptions. R&R costs are those expenses defined as items costing greater than $5,000 and/or that are not replaced on an annual basis.Table E:40 Year Re>R Schedule details the anticipated items,the frequency of their replacement and their present day value. The Primary Operator will maintain separate O&M and R&R accounts and will maintain a sufficient account balance to meet the O&M and R&R financial goals in this Plan.The O&M account may be an active non-interest bearing account,while the R&R account must be an interest-bearing,managed savings account,which requires two signatories and a city resolution for withdrawals,until such time as the cash balance makes an escrow account more cost effective;then the R&R account must be transferred to an interest-bearing invested escrow account that is acceptable to the Denali Commission.The Manager will be authorized to draw against the O&M funds for routine expenses of the Facility,however individual expenditures in excess of $5,000 will require the authorization of the Primary Operator's management or governing body.See AppendixA:Primary Operator Statement ofOualification for an overview of the Primary Operator's fiscal controls and accounting procedures. At least once a year,no later than November 30,the Primary Operator will develop a budget for the upcoming calendar year,January 1 through December 31,for both O&M and R&R. Operations and Maintenance Guidelines The Primary Operator will establish an active non-interest bearing account for the Facility O&M so that the O&M schedule can be completed and the Facility operations can be sustained into the future.Section IX:Financial Information provides Table C:Annual OC*™M Schedule as a guide to plan for annual maintenance activities and Tabk D:40 Year O¢>M Cashflow as a guide to estimated yearly O&M required contributions.These costs are based upon the O&M cost estimate provided by CRW Engineering Group,LLC,see Appendix B:O&M and R&R Cost Estimate. Seldovia Fuel and Lube,Inc. Bulk Fuel Facility Business Operating Plan Page 10 of 26 Participants'Operation and Maintenance Responsibilities Operational Responsibilities Activity Cost Responsibility Pipelines Fill Pipelines Marine Header -Tank Farm Xx SF&L Marine Header -Marine Dispenser Xx SF&L Tank Farm -Dispensing Tanks xX SF&L Tank Interconnections x SF&L Tanks /Foundations Primary Tanks x SF&L Dispensing Tanks x SF&L Support Dispensing Area X SF&L Fence x SF&L Footprint x SF&L Electricity Lights x SF&L Distribution Pumps x SF&L Seldovia Fuel and Lube,Inc. Bulk Fuel Facility Business Operating Plan Page 11 of 26 Renewal and Replacement Guidelines The Primary Operator will establish an interest bearing escrow managed renewal and replacement account acceptable to the Denali Commission,which will ensure capitalization of an amount sufficient to maintain the R&R Schedule (see attached Re>R Fund Account-Sample Documents for "How to Establish a R¢*R Account').It is assumed that the R&R activities for Year 20 will be funded 40%from the R&R account and 60%from debt financing,at 5.5%over 10 years.Section IX: Financial Information provides Table E:40 Year RC>R Schedule as a guide to plan for annual R&R activities,Table F:40 Year RC7R Cashflow as a guide to estimated yearly R&R required contributions, and Table G:Loan Schedule as a guide to Year 20 R&R loan assumptions and payment schedule. These costs are based upon the R&R cost estimate provided by CRW Engineering Group,LLC,see Appendix B:OC*M and R&R Cost Estimate. The Primary Operator will periodically remit R&R funds to the administrator of its R&R escrow account according to guidelines to be established by the Denali Commission.Management and other fees charged by the escrow fund administrator will be automatically deducted from the Primary Operator's R&R escrow account,according to an Escrow Agreement or other sumilar document. The Primary Operator will use the estimates in this Plan for year one contributions,and in subsequent years will recalculate contributions based upon assets to be maintained as actually built. Audits and Reporting The Primary Operator will arrange for an annual financial reconciliatory audit that 1s conducted by qualified,independent auditors at their office.The auditors will not travel to Seldovia unless the Primary Operator requests an on-site audit.The Primary Operator will provide an annual report of operations to the Commission that includes a summary description of O&M and R&R projections, annual O&M and R&R budgets and expenditures,a projection of future O&M and R&R cash flows, and any other information appropriate to the Facility.The Commission will review the reports and the annual financial reconciliatory audits of Facility operations and will actively monitor the Primary Operator's ability to operate consistent with guidelines outlined in this Plan.The Commission has reserved the right to visit the site and to access all books and records related to the Facility at any time upon written request. Seldovia Fuel and Lube,Inc. Bulk Fuel Facility Business Operating Plan Page 12 of 26 VI.SECONDARY OPERATOR The Secondary Operator for the Seldovia Bulk Fuel Facility project will be determined in the future by the Denali Commission,if the need arises.See the attached Secondary Operator Agreement for details. Seldovia Fuel and Lube,Inc. Bulk Fuel Facility Business Operating Plan Page 13 of 26 VII.INSURANCE The Primary Operator is requited to be insured for General Liability Insurance,which is estimated to be $5,000 per year,based upon a prorate share of the operator's current rates.The Primary Operator will include the cost of General Liability Insurance in the annual O&M costs. Seldovia Fuel and Lube,Inc. Bulk Fuel Facility Business Operating Plan Page 14 of 26 VIII.REGULATORY COMPLIANCE The Primary Operator is responsible for ensuring the operation and maintenance of the storage tanks and transfer systems that they own and operate are compliant with state and federal requirements.The Primary Operator shall comply with the procedures established in the spill prevention and response plans listed below and will maintain and be familiar with the following regulatory plans: e US Coast Guard Facility Response Plan (33 CFR Part 154)/EPA Facility Response Plan (40 CFR Part 112)-This plan establishes spill response procedures and organization for the tank farm.It commits the Participants to maintain adequate spill response equipment and to conduct annual training and drill programs. e US Coast Guard Operations Manual (33 CFR Past 154)-This plan describes the required procedures to be followed by each Participant when off-loading fuel from marine vessels to the tank farm. e US Environmental Protection Agency (EPA)Spill Prevention Control and Countermeasures Plan (SPCC)(40 CFR Part 112)-This plan confirms compliance of the Facility with the spill prevention and operating requirements of 40 CFR Part 112.A Registered Professional Engineer must certify the plan. These plans include commitments and guidelines for spill prevention,response,and other related environmental information to ensure the environmental integrity of the Facility and the community. The plans will be developed near the end of tank farm construction.The Primary Operator will patticipate in development and review of the plans as requested.Estimated expenses have been provided herein and include the anticipated costs of implementing the plans,ensuring the reliability of the spill response equipment,maintaining the proper records,and conducting periodic spill drills. The Primary Operator shall ensure the plans are approved,maintained,and updated in accordance with Coast Guard and EPA requirements described in the plans. Seldovia Fuel and Lube,Inc. Bulk Fuel Facility Business Operating Plan Page 15 of 26 IX.FINANCIAL INFORMATION a All estimates and assumptions contained in this Plan are preliminary and are anticipated to change as the project progresses.Actual expenses may vary throughout the life of the Facility and these estimates should not be considered final. Key Financial Assumptions e Annual inflation rate of 1.5%. Annual investment rate of 3%. Insurance is estimated to be $5,000 in year one with subsequent years inflated at 1.5%. Year 20 R&R activities will be funded 40%from the Primary Operator's R&R account and 60%from debt financing,at 5.5%over 10 years. e R&R funds may be deposited into an interest bearing invested escrow account.Fees are assumed to be 1%,beginning when the account balance is estimated to reach $100,000. e Detailed assumptions regarding labor rates,required labor hours,and other operating costs are provided in the tables that follow. e Existing debt,or other obligations,of the bulk fuel Facility are not included in this Plan. Key Operating Assumptions e Throughput -The annual estimated gallons of fuel that will flow through the Facility. e Initial annual throughput estimates of SF&L usage:422,943 gallons of diesel and 132,643 gallons of gasoline. e Throughput is estimated to grow annually at a rate of 2.5 percent. e Retail operations,or its profits,are not included in the Plan. Seldovia Fuel and Lube,Inc. Bulk Fuel Facility Business Operating Plan Page 16 of 26 Bulk Fuel Facility Funding This Plan is not a commitment to provide project funding;however,it is anticipated that project funding will be provided by the State of Alaska and the Denali Commission. Subsequent Operating Year Revisions Starting with the second year,as operating experience specific to this Facility is obtained;the projections and assumptions upon which the Plan is based will be reviewed and modified.The following guidelines are for use in subsequent operating years in updating and modifying plan projections and assumptions: Step 1:Review previous years'O&M and R&R costs and compare to current projections Step 2:Adjust O&M and R&R projections and assumptions based upon actual experience Step 3:Recalculate SF&L per gallon O&M costs based upon updated throughput estimates Step 4:Recalculate SF&L per gallon R&R costs based upon updated throughput estimates Step 5:Recalculate total SF&L per gallon fuel costs Seldovia Fuel and Lube,Inc. Bulk Fuel Facility Business Operating Plan Page 17 of 26 TABLE A Summary of Facility Expenses to Participants Seldovia Fuel &Lube Inc.NA NA y O&M R&R Total O&M R&R Total O&M R&R Total ear Annual $$Per Annual $$Per Total Total Per Annual $$Per Annual $$Per Total Total Per Annual $$Per Annual $$Per Total Total Per Payments Gallon Payments Gallon Payments Gallon Payments Gallon Payments Gallon Payments Gallon Payments Gallon Payments Gallon Payments Gallon_1|$18,496|$0.033]$14,445|$0.026]$32,941 |$0.059]|$-_|$ _1$-_|$-_|$-43 :$-|$-|$-|$-|$-{$- 2 $18,773 [$0.033]$15,028|$0.026]$33,802|$0.059 ||$-$:$-$-_I$-1$-$-|$-|$-|$-|§$-[$ -. 3 [$19,055}$0.033]$15,635|$0.027 $34690/$0.059]|$-|$-|$-|$-{$-|$-$-|$-|$-/$-|$a; 4 [$19341[$0.0321 $16,267|$ 0.027|$35,607/$0.0601]$-|$-|$-|$-|$-|$-$_--'i$-|$-[$-|$-|$-_5 {$ 19,631[$ 0.032{$16923|$0.028|$36,554/$0.000]|$-|$-|$-|$-[$s -|$$-|$-|$-|$-[$"1g. 6 |$__19,925 |$0.032}$17,607)$0.028}$37,532 |$0.060]|$ _1$-_|3 -|3 -_|$-|$:$-|$-|$-|$-[$-|$ 7 |S 20,2241$0.031)$18,317]$0.028]$38,542)$0.060]|$-_|$ae ine -_|$-|$-$-|$-|$-|$-[$-1$- _8 [S$205281$0.031]$19,057]$0.0291 $39,585 |$0.060]|$-_|$-_|$-_|3$-_|$-|$.:$-(|$-|$-!$-|$-|$- 9 |$_20,835]$0.031]§19,826]$0.029]$40,002/$0.060]|$-|$ -|$-|$-[$s _--1$-§-l$.-|$-1§$ -1$"13. 10 |$21,148/$ 0.030|$20,627]$0.030]$41,775]$0.060]|$-|$-{8 -|$-|$-|$-$SE -[$ -1$-ls 3°07 __11 |$3 21,465/$0.030 |$21,460|$_0.030]$42,925|$0.060}|$-_1$-[4%-_|$-_|$-1$-$-[s ss -|$-|$-/§-|$-_ _12_|$ 21,787|$0.030]$22,326|$0.031]$44,113|$0.061]|$-|$=JS SSS :$_-|3 -|$-|$-|$-{$-13.|$22,114/$0.030|$23,228|$0.031|$45342}$0.061]|$-[$8 -|$-|$-{8 -|$-3.-i8 "Ts "ITs "Ts "1s. _14 |$22,4461$0.029]$24,165}$0.0321 $46,611 |$0.061 ||$ne)-_|$-_|$-_|3 -|$-$-|$-ls-[s.--T -|$- 15 |$_22,782|$0.029 |$25,141|$0.032]$47,923|$0.061)1 $ - $SS -_|$-_]$____-|$:§-|$-|$-|$-[$-|$-_ 16 |$23,124]$0.029]$26,156/$ 0.033|$49,280)$0.0611 |$-|$-|s -[ss -[$s -1$-$"I$"Ts 13 T§I$77 _17_|$23,471|$0.028 |$__27,212 |$0.033 |$50,683|$§0.061}|$-_|$-_|3 -_|3$-_|$-|$ -Js -{$-|s-ls -|$-|$-18 |§23,823/$0.028]$28,311|§ 0.033|§52,134|$0.062}|$-|$-I$-|3$-|§-|$-$-|$-1$-1§-[$lg."19 |$241801 $0.028]$29,454]$_0.034|$53,634|$0.062 ||$-[$-_|$-|$-|$-|$-$-[$$-/$-1$3".20|$24,543|$0.028]$30,643|$0.035 $55,186|$0.062 ||$-_1$-[3%__|$-_|$-|$=8 -1$-|$-|$-[s_-|$- _21 |$24,9111 $0.027]$31,880|$0.035]$56,792 |$0.062 ||$-_|$-_|$-_|%-_|$=18 :$-|$$-[$_-|$-|$ - 22 1§25,285/$0027]$33,167|$0.036|$58,452]$0.003 ||$-|$-_|$-|$-|$-|$-$-s-|$$-/3 -|$-|3- _23|$25,664$0.027 $34,507|$0.036]$60,171 |$0.063 ||$-_|8 _|$-_|3$-_|$-|$-$-|$_$-|$-/$-|3 -24 |$26,0491 $0.027]$35,900|$-0.037|$ 61,949/$0.003 ||$-[$-|$-|$-|$-1$:$$ -(|$-1$-1$-[$"ly. 25 [|$26,440]$0.026]$37,349 |$0.0371 $63,789|$0.063 ||$-_|$-_13 -_|%-_38 -|$-14%-|8 -|$-|$-|$-1$-26|$ 26,836[$0.026]$__38,857|$-0.038|$65,6941 $0064/|/$-|$-|$-[$8 -|$-|$-$-|$-|$-|$-[$-|$-27 [|$27,239)$ 0.026|$40,426;$0.0381 $67,665|$0.0641 |$-|$-13 -|$ -|{$-|$-$-|$-|$-1$-|$-|$-28 |$27,6481 $0.026]$42,058|$0.039 |$69,706|$-_-0.064||$-[§-{3 -|$-|$-|$-$-|$-|$-1$-|§-|$"29[$28,062 $0.025]$ 43,756/$0.039|$71,819|$0.065]|$-|$-|$-1/3 -{$-|$-$-|$-|$-|$-|$-|$.30 |$28483[$0.025]$45,523|$0.040]§74,006|$0.065}|$-|$-|$-18 -|$-|$-$-1$-|$-|$-1$"13 3113 28911;$ 0.025|$47301[$ 0.041|$76,272;$0.005]|$-[$-_[$-{§-_|$-{$-$-|$-|$-|$-1$-1$32 [$29,344]$0.025]$49,273 |$0.041$78,617]$0.066 ||$-[$-|$-[$-|$-|s -|{$-1$-|$-|$-ls.-ls- 33 |§ 29,784/$0.024]$51,263 |$0.042]$81,047 |$0.066 ||$-|$-|s -|$-|$-|$-$-|$-1$-|$-[$-|$._34 [|$ 30,231|$0.024]$53,3321$0.0421 $83,564$0.067]|$-_[$-_|$-[$-_|$8 :$-{8 -|8 -|$-|$-|$- 35 [$ 30,685|$ 0.024/$55,486 /$0.043 $86,170 $0.067]|$-|$-|$-|$-[8 -|$-$-|$-|$-|$-|$-13-36 |$31,145[$0.0241 $57,726|$0.044|$88,8711 $0.067 ||$-|$-|$-[8 -{$s -|$-I1$-|$-[$-|$Ts Is37|$31,612/$0.023]$60,057|$0.044]$91,609/$0.068 ||$-[$-|$-|$-Is -|$:$-T$"13 13 mi -lg 38 |$32,086[$ 0.023|$62,4811 $ 0.045|$94,508/$0.008]|$-I|$-|$-|$-_|$-|$-$-|$-|$-|$-|3 -|$.39|$32,5671 $0.023]$65,004,$0.040]$97,5721 $0.069]|$-{[$-_|$-[3 -_|$-($-{i$-1$"Ig ac:Ts ac 40 1$33,.0561$0.023]$67,6291$0.046]$100,685 |$0.0691]$-|$-|$-/$-$-|$-[{$-|$§-|$-1$-|$-|$-. Seldovia Fuel and Lube Inc. Bulk Fuel Facility Business Operating Plan Page 18 of 26 TABLE B PARTICIPANT ALLOCATION _(based upon Primary Capacity) SF&L NA NA Total Primary Capacity (Net)Gallons 322,650 0 - 0 322,650 Percentage -100.0%]|--00%)0.0%100% Initial Throughput _Gallons 555,586 0 0]555,586 Volumes ____Percentage-7 100.0%)}(00%|0.0%100% %Share of O&M and R&R on Common Assets |100.0%0.0%0.0%||100% Seldovia Fuel and Lube Inc. Bulk Fuel Facility Business Operating Plan Page 19 of 26 TABLE C ANNUAL "O and M"SCHEDULE Rate Per Fringe Total Hourly Position Hour Rate Cost Duties Operator 1 $18.46 30.00%$24.00 Maintenance _ Bookkeeper $1846}|30.00%||$24.00 |[Invoicing,Fuel Quantity Tracking Facility Manager $23.08 30.00%$30.00 Manager,Denali Commission Reporting Annual O&M Costs: Labor Costs Participant Share Houts/Hourly Monthly Annual SF&L NA NA Labor:Month Cost Cost Costs Operating LaborOperator.|10.0 $24.00]|$239.98 - Subtotal Operating Labor 10.00 |}=|/$239.981 |$2880]|$2,880 Administrative Labor 7 a ee -__ Bookkeeper 8.0 $24.00}}$191.98 oe Facility Manager |6.0 $30.00]|$180.02 Subtotal Administrative Labor 14.0 _$37201||$4,464]|$4,464 Materials:__-_-_- Materials &Equipment Rental__$500 $500 Other Costs:--__ Training (Lump Sum)$640 $640 Annual Inspection /Pressute Testing _$1,812 $1,812 Annual Off-Site Audit (Lump Sum)$1,200]|$1,200 Power/Electricity $2,000]|$2,000 - Insurance (Based upon AMLJIA coverage)- $5,000 $5,000 Total Annual O&M Costs S$18,496 1 $18,496 |$-$- Seldovia Fuel and Lube Inc. Bulk Fuel Facility Business Operating Plan Page 20 of 26 TABLE D 40 YEAR "O and M"CASHFLOW Inflation Rate Annual O&M Expense Assumed Throughput (Gallons)Per Gallon O&M Payment SFad. Year SF&L NA NA Total NA NA SF&L NA NA Diesel Gasoline Total 1 $18,496 |§-|$-[$18,496 422,943 |132,643 |555,586 =|-{18 0.033 |§-18 . 2.|8 18,773 |§-1$-|$18,773 433,517 |135,959 |569,476 :-|[s 0.033|$|g 73$19,055|$_-($-|$19,055]]444,354|139,358]583,713 -|.-I Is 0.033|§-{8 - 4s 19,341[§8 -|$19,341]|455,463 |142,842 |598,305 -{|ffs 0.032/§=[8 -5 |[$19,631|§-|$-|$19,631 466,850 |146,413 |__613,263 -"-]}soos2tg fs 6 $19,925 |$-|$-|$19,925]| 478,521/150,073 |_628,595 --lts 0.032 |$-($a71$--=s«o20,224 |§-|§ |$20,224}|490,484 |153,825 [644,309 |--11$0.031 |§-(3 : 8 $20,528/$-|$-|$20,528|502,746 157,671 660,417 =f -1]$0.031|$13 9 $20,835[$ -|$-{$20,835]|]515,315 |161,613 |_-676,928 -[LYS "0.031 |§-(3 : 10 $21,148 |§-[$-|$21,148 528,198 |165,653 |693,851 -L$0.030 |§-1$7 1 =36$21,465 |$-|$-|$_21,465]|541,403|169,794 [711,197 |- {1$0.030|$-Ig12,[$8217871 -[$-[$21,787]|554,938 174,039 |728,977)Tig 00301 -I$: -13 «4§22,114 |$-|$--[$22,114]]568,811 178,390 |_747,201 ef -|]$0.030]§-_|$: 14 $«22,446 |$-|$-|$22,446 583,032 182,850 765,881 -|tT 0.029 |§$- 15 $22,782 |§-1$-|$22,782}|597,607 |187,421 785,028 -=/[Is 0.029 |§-|$- 6 |S 23,124 |$-|$ |$23,124]|612,548 |192,107 |804,654 |--|]8 o029/$-|$ 17 _-*($23,471|$-1$-|$23,471,627,861 196,909 |824,771 :-l18 0.028/$ -1§: 18«|$23,823 |§-|$-|$23,823]|643,558 |201,832]845,390]-|1s 0028/8 -|$-49 $24,180 |$-1$-|$24,180]|659,647 206,878 866,525 :-|}3 _0.028|$THs - 20 [$8 24,543|$-|$-|$24,543]|676,138 |212,050 |888,188 =-|5 0.028 |$-_|$:21 $24,911 |$-[$-|$24,911]|693,041 |217,351 910,392 -|s-fs 0.027|$(13 : 22 $25,285 |$-|$-|$25,285]|710,367 |222,785 |933,152 -"-/|1s 0.027|§-|$ - 23.=«($25,664 |§-[$-|$25,664 728,127 |228,354 |956,481 --145 0.027 |$-|$a 24 «($26,049 §-1$=|26,049 746,330 |234,063 |980,393 E "lls 0.027 |$>(325|$26,440 |$-|8 -|$26,440]|764,988|239,915 |1,004,903 --|{8 o026/§ -(S$- 26 $26,836 |$-|$-|$26,836]|784,113|245,913|1,030,025 --]48 0.026 |$-|$- 27_-«(|8 27,239 |§-|$-|$27,239 803,715 |252,061 |1,055,776 --118 0.026 |§-|g : 23 «S$27,648 |$-[$-|$27,648]|823,808 |258,362 |1,082,170 |_:-1Ts 0.0261 §-4s : 2 «(8 28,062 |$-[s_-|$28,062 844,404 |264,821 |1,109,225.--|}$0.025 |§>(§: _30-«(8 28,483 |§-|$-|$28,483]|865,514 |271,442 |1,136,955 -|4S 0.025 |§-_[8 -_ | 31 $28,911 |$-{$-($28,911]|887,152 |278,228|1,165,379 --11$0.025 |§-{$s : 32,-«(|$29,344 |$-|$-|$29,344 909,330|285,183 |1,194,514 --1 1g 0.025 |§-|§ 3.«(S$29,784|$-[$-|$29,784]|932,064|292,313 |1,224,377 :-|1$0.024 |$-1s 7 34 ($30,231 |$-|§-|$30,231 955,365 299,621 |1,254,986 -[-|[3s 0.024 |$-|$-| __35 [8 30,685 |$18 |$__30,685 979,249 |307,111 |1,286,361 |:_-|I{s 0.024|§-|$- 36 $31,145 |$-|$-|$31,145 1,003,731 |314,789 |1,318,520 --11$0.024 |§-4S : -3?$31,612 |$-1$-|$31,612}|1,028,824 |322,659 |1,351,483 -|-|/8 0.023 |$-418 : 38d $32,086|$-|$-[$32,086}|1,054,544 |330,725]1,385,270 --lTs 0.023 |§>I$39°«(|§32,567 1 $-|$-|$32,567 1,080,908 338,993 |1,419,901 - TTYTs 0.023 1 $-|g 40 $33,056 |§-1$-|$33,056 1,107,931 347,468 |1,455,399 -"11S 0023'($ #-Ig.| Seldovia Fuel and Lube Inc. Bulk Fuel Facility Business Operating Plan Page 21 of 26 TABLE E 40 YEAR "R and R"SCHEDULE Cost Allocation Year of Present Day Inflated Yearly SF&L NA NA Activity R&R Activity Value Value Inflated Total 5 Electrical Upgrade 3 2,500 }]$2,653.4089 $2,653 ||$-$- _______|{Repair Valve/Pump 4,428 ||4,700 |}$_7,353 J]4,700 FJ = 10 Fence/Gates Upgrade $2,944 |]$3,366 $3,366 ||$-$- Repair Pad 2,276 2,602 2,602 -- Repair Steps &Landings 1,936 2,213 2,213 -- Repair Truck Fill Station 1,914 2,189 2,189 -- Repair/Maintenance Dike 990 1,132 1,132 -- Pump Replacement 9,714 11,107 11,107 -- Valve Replacement 4,628 5,292 5,292 -- Repair Dispensing Equipment 5,400 6,174 6,174 -- Repair Pipelines/Headers 4,042 4,622 4,622 -- Electrical Upgrade 2,500 2,858 2,858 -. ____||Esternal TankInspection sf]8700 |]9.947 TP $51,502 |]9,947 Te 15 Electrical Upgrade $2,500 }]$3,079 $3,079 |]$-$- ||Repair Valve/Pump 4,428 |]5,454 (|$8,534 5,454 1]-|}- 20 Fence/Gates Replacement $9,205 ||$12,214 $-12,214 ||$-$- Resurface Pad $3,857 5,117 5,117 -- Repair Steps &Landings 1,936 2,568 2,568 -- Pump Replacement 9,714 12,890 12,890 -- Valve Replacement 4,628 6,142 6,142 -- Replace Dispensing Equipment 18,800 24,947 24,947 -- Major Electncal 16,300 21,629 21,629 -- -External Tank Inspection[J 8,700 J]1544 1 $97,052 JS44 TP 25 Electrical Upgrade $2,500 |]$3,574 $3,574 ||$-$- ___|fRepairValve/Pump_428 T6330 TT $9,904)6,330 IE Ye 30 Fence/Gates Upgrade $2,944 1]$4,533 $4,533 |]$-$- Repair Pad 2,276 3,504 3,504 -- Repair Steps &Landings 1,936 2,981 2,981 -. Repair Truck Fill Station 1,914 2,948 2,948 -- Repair/Maintenance Dike 990 1,524 1,524 -- Pump Replacement 9,714 14,959 14,959 -- Valve Replacement 4,628 7,128 7,128 -- Repair Dispensing Equipment 5,400 8,316 8,316 -- Repair Pipeline 4,042 6,225 6,225 -- Electrical Upgrade 2,500 3,850 3,850 -- External Tank Inspection _8,700 13,398 |}$69,366 |]13,398 |}-|]- 35 Electrical Upgrade $2,500 ||$4,147 $4,147 ||§-$- 7 {Repair Valve/Pump 4,428 7,346 |]$11,494 7,346 |{-if 40 Replace Foundations/Liners $50,690 3]$90,593 $90,593 ||$-- Fence/Gates Replacement 9,205 16,450 16,450 -- Resurface Pad 3,857 6,892 6,892 -- Replace Steps/Grates 4,414 7,889 7,889 -- Pump Replacement 9,714 17,361 17,361 -- Valve Replacement 4,628 8,272 8,272 -- Replace Dispensing Equipment 18,800 33,600 33,600 -- Major Electrical 16,300 29,132 29,132 -- Replace Pipelines 224,849 401,853 401,853 -- Replace Tanks 418,227 747,459 [|$1,359,501 747,459 -- $951,621 |]§1,614,705 ||$1,614,705 T]8 1,614,705 ||$-$- Seldovia Fuel and Lube Inc. Bulk Fuel Facility Business Operating Plan Page 22 of 26 TABLE F 40 YEAR RENEWAL AND REPLACEMENT CASHFLOW SF&L Inflation Rate :Initial Cost per gallon (§/gallon): Reinvestment Rate :20 Year R&R:|Annual increase : Escrow Fees:20 Year Loan Proceeds:|SF&L Initial Throughput (gallons):NA NA Initial Throughput (gallons):Initial Cost per gallon ($/gallon): Loan Rate:NA Initial Throughput (gallons):Annual increase : Loan Term:NA Initial Cost per gallon ($/gallon): Annual increase : R &R Fund Balance Assumed Throughput (Gallons)Per Gallon Payment Beg.of Annual Depostt 50:val Interest End ofYearYearPrincipal|Debt Service |Rt”|amnings (Net Year Sk&L.NA NA SF&L NA NA Balance SPL NA NA Total Received Replacements of Fees)Balance 1|\s =|S 14,445]$8 -|$-|$14445]YS -|$-|$14,445 555,586 --|1s 0.026 |§.|s . 2|{s_14,445[$15,028 |${8 -|$15,028 _$-|$4331 $29,907|569,476 --|48 0.026 |$-fs - 3 1[$ 29,907]$15,635 [/$-|$-|$15,635 $-|$897 |$46,440 $83,713[-|18 0.027|$_-1§"4 |1s 46440|$ 16,267/$-1$-[$16,267 $-/3 1,393|$64,099 598,305 |-|-|[s ooz7Js dO5[18 64,099|§16,9231§-[$_-[$16,923 |$7,353 |$1,702|$75,372 613,263 =-|[s 0.028 |§-Is 6}|$_75,372/$17,607 |$-i8 -[$17,607 $-|$__2,261]$95,239 628,595 :-|[s 0.028 |§-|s - T|]s__95239[$ 18,317/§2/8 -|$18,317 $-|{$_-2857/8 116,414]|644,309 :_-}1s 0.028|§-|8 - 8 |1$ 116,414($19,057]$-|$-|$19,057 __|s$-|$2,328]$137,799]|60,417 |--|[fs 0.029 |$-Is”_"9|[$s _137,799|$19826]/$---|$-[$19,826 $-|$2,756 |$160,382 676,928 --||$0.029|$>Ts : 10]|$ 160,382]$20,627|$-[$=[$20,627]$51,502 |$2,178 |$131,684 693,851 :-|[fs 0.030 |$1s 2 11]|$131,684]$21,460|$-|$-[$21,460 §-|S8__2634/8 155,777]|__711,197 -|_-||s_oo0]s SSS12)|$ 155,777|$22,326|§-[$-|$22,326 $_-ils 3,116]$181,219 728,977 |-|ed 0.031|§-($- 13.1 {$181,219]$23,228 |$-|$-{$23,228 ze)-|$3,624 |$208,071 747,201 -__-td$0.031 |$.Ts . 14{[$208,071]$24,165$-|$-[$24,165 $-|$4,161]$236,398 765,881 |--|1 0.032 |§an Cn15||$ 236398|/$ 25141)$=|S -|$25,141 |$-8534/$4,557|$257,562 785,028 --|]s_oos2]s -_|s.16)4$257,562!26,156 |§-|$-|$26,156 _ $-{$5,151 |$288,870 804,654 |=-||s -o.033a fs -_|$17]|§ 288870|$27,212 /$-|$--([$27,212[$-|$5,777 |$321,859}|824,771 =-||s 0.033 |$-_|$- 8]]§ 321,859|$28,311|$-1$-[$28,314]$-|$6,437]$356,607 845,390 :-]78 0.033|$-|.- '19 |1$ 356,607($29,454|$-|$-|$29,454 $_-4$7,132|$393,193 ||866,525 SEK;0.034|§Ts 20)|$ 393,193]1$30,643 |§-|$-[$_30,643|$§58,231 {$8 97,052]$5,923|$390,939 _888,188 --L ES 0.035 |§-Is 7 21]{$s 390,939|/$31,880]_-[$-|$31,880 $7,725 |$-|$7,819[$422,912 910,392 |-|AS 0.035 |$mec; 224 |$§422,912|$33,167 |§-|$-[$33,167 _|§72,7251 8 -|$8,458]§$456,813 933,152 |-tts 0.036|$-|$23)1$ 456813|$34,5071 §-{$-{$34,507|$7,725 |$-|$9,136]$492,730 956,481 =ak:0.036 |$mr; 24/1 1§{$35,900 1§-|$-[§35,900 $7,725/$ss -|$9,855]$530,759 980,393 :-[[s 0.0371 $-Is z 251 ][$530,759|$37,349]$-[$-|§$37,349 $7,725|$9,9041§10,417]$560,897 1,004,903 -|-1 [$s 0.037 |$I$26}|$ 560,897]$38,857 |$-|$-[$38,857 $7,725 |$-[$11,218]$603,246 1,030,025 |-1s 0.038 |$Ts 271 4$603,246|$40,426 |$-|$-{$40,426 {$s 7,725/[8 -|$12,005]$648,012 1,055,776 --|[s$0.038|$-_|s : 28}1§ 648,012]$42,058 |$-|$-/|$42,058}$7,725 |$-|$12,960]$695,305 1,082,170 :-|[s 0.039 |§-_{$8 - 29}|$ 695,305|$43,756 |$-|$-|$43,756 $7,725 |$=|8 13,906]$745,243]|1,109,225 |--|[s 0.039 |$Is ; 30][$_745,243/$45,5238 -|$-|$45,523 $_-7,725/$69,366|$ 13,518[$727,192 1,136,955 :|15 0.040 |$|g 7 BL]|S727,192]$47,361 $-|s -|$47,361 S$-|$14,544]§789,097 1,165,379 |--|[$0.041|$-_{3 - 32 ||$__789,097|$49,273 |$-1$-[$49,273 $-|$15,782]$854,152 1,194,514 --1 [$0.041 |$T Ts33.||$854,152]§51,263 |§-|$-{|$51,263 $-[$17,083]$922,498 1,224,377 --|Is 0.042 |$ _Ts : 34)[$922498]$53,332 /$-|$-[$53,332 $-1$-18,450[$994,280]|_1,254,986 :-[1s 0.042 |$-Is35[415994280[$55,486 |$-|$-[$55,486 $11,494]$19,656]$1,057,928 1,286,361 :__-|ds 0.043|$Vs36||$1,057,928,$57,726]$-|$-|$57,726 $-[$21,159]$1,136,812 1,318,520 |--1 4s 0.044 |$>Ts 37 ||$_1,136,812|$60,057 $-|$-[$60,057]$-[§22,736 |$_1,219,605 1,351,483 --[1s 0.0441 §-Is 38]|$1,219,605]§62,481|§-|$-|$62,481 $-[$24,392]$1,306,479 1,385,270 :-|I$0.045 |§-[$s 39 |[$1,306,479]§$65,004 |$-|$-[$65,004|$-|$26,130 |$1,397,613 1,419,901 |:-|fs 0.046]$_>Is40|{8 1,397,613[$67,6291 $-1$-1$67,629 $1,359,501 |$762]$106,503 1,455,399 :-[[s 0.046 |$-|$: Seldovia Fuel and Lube Inc. Bulk Fuel Facility Business Operating Plan Page 23 of 26 TABLEF -PAGE 2 R and R Participant Payment Schedules SF&L NA NA R &R Fund Balance R &R Fund Balance R &R Fund Balancever|RET To aomat [rons |oaesemie|POA exec]tom |p Ye]Ee |Arma [Ponca |paeseme]ROE esresa]tout ||Ye]SEC |Atma |pons [dee |Reneeaty [gree |tonBalanceepositReceivedReplacementsofFees)Balance Deposit eceived Replacements of Fees)Balance Deposit |Received Service |Replacements (Net of Feed1i$-[$14,445 $-|$144547 1 78 -[$:§-[$1 Js -|$:§$: 2 |$14,445 [$15,028 $433 |$ 29,907][2 |[$-_|$:§-|$-]]_2 Js -I$-$-|$ 3|S29,907|$__15,635 $897 |$46,440 ]}3 18 -_\$:||LS a3 "73 [fs -[8-| s -|$- 4 1s 46,4401 §16,267 $13931$G4ooo]f 4 fs -[s :$-|$"IP 4 fs o-|s $-[$-5 |$64,099 $16,923 7,353[$1,702 1$75,372]|5 I$-_|$=|$-($s -|$_-If 5 fs -[8 -$Tg -lg _6&|$_75,372 |$_17,607 $_2201[$95,239 |]6 1$SE:-{$-|$-|]_6 [$s §--_$sc 7|S95,239)$18,317 _$2,857|$1164147]7 JS -I$:$-|$-|[_7 [$_-[§:$-/$: 8 [$116,414 |$-19,057 $2,328 [/$137,799]|38 |$-|$:ft $-|$ -Jf 8 fs -: 1$-T$a _9J ¥_137,799 |$19,826 $2,756|$160,382]9 |$-_|s :$-|$-|[_9 |s_-[$s - _ $"I$ 10 J $160,382]$20,627 51,502|$2,178[$131,684 ]}10|${$s -$-_|$-|$-|[to [$s -[$s - _ $-_|$-|s : |41 |$131,684 |$21,460 $2,634 $155,777 ]]11|$-js :$$-]Puds -[$s --$-1§ 12|$155,777|$22,326 $ 3,116[$181,219]]12 -{$s :$"15 -WPo2 [s__-is -{3-2} 13-|$181,219|$23,228 $ 3,624/$208071 |]13 |$-is ef $1s Aho [sos =-+3 : 14 |$208,071 |$24,165|$ 4161|$236,398 ]]14 |§-_|$:$-1§-WPorls -fs Td §15 -15J$236,398|$_25,141 8534 |$ 4,557|$257,562 ]]15 |$§-_($:$-_|§-[$-fP 1 ts -fs -$>{gs -l¢- 16 [$26,156 Ts 5,151/$288870}]16|$-is :[ss -|Joc]s -[s :s -|$- 17 |$288,870 |$27,212|$5,777 |$321,859]17 |-dS -§-|s -|7 17 FS -:Is -|[$18 |$321,859|$28,311 $6437/1 $356,607 |]18 |$-|$$-[$-|}13 fs -[s -$"T§ _19|$356,607 |§29,454 a __|$___7,1321 $393,193 J]19 TS :$:eS :19 [$-$$-ft __|$-|$a20|$393,193 |$30,643 |$58,231 97,052 |$5,923$390,939 ||20 |§-_|$-[$:3 -[8 -|$-f]20 fs -[$s I$-|._|$ T$mi?- 21 |$390,939 [$§31,880 $7,725 $7,819]$422,912 ||21 |$-_|$:$:$-|$HP ars -fs -|$:_|e Ts|$33,167 $ 2 [$8,458!$450,813 |}22 |$-|s :i$:$-[$-]]22 |$ -[$s :$:Ts cfg $34,507 $72 $ 9,1361$492,730])23s -[s -$.$"1§"|["23 Js 1s -$;+ 30 |$35,900 $7,725 $9,855!$530,759 ||24|$-[$$:$-[$-4]24 |$$-|ss :$-1§$37,349[$7,725 9,904 |$10.4171 $560,897 }]25|$-_|s :|$-|$=]s_-|$-{f 2 ]s -[$s -$-{$-|$-|$ 7 |$38,857 $7,725 $11,218!$603,246 ||261 $-_|§-$2 3 TT§||[s__-_Ts $0 T -T5 7 27 16[$40,426 $7,725 __|$_12,065|$648,012 |]27 |$-_|$-$3 l$-|[727 [s_-7Ts Is -45-528|$648,012/$42,058]$7,725 $12,960]$695,305 |]28|$-_\$:is :is -|$-jf 28 JS -[$s -$-|Is -|$29 [$695,305/$43,756]$7725 |13,900|$745,243 |29 |S __|$:$:$-|$-||29 |s_-[s -$$Ts : 30 |$745,243 |$45,523 $7,725 69,366 |$13,518]$727,192]30|$$-$_-1$-_|$-ls.._-l}30|s -Js $Ts 1¢$Tg - 31 |$727,192|$47,361 $14,544]$789,097 |]31 |§-(§:$71§-|[3 [fs -Ts 7 Is 15 = |32|$789,097 |$49,273 $15,782 [$854,152 |]32 |$-_1$:§-|$-|]32 [$s -[s :$.2c 33 |$854,152 |$51,263|_$17,083|$922,498 ||33 |$-_|s :$-|$-|f 33 ys -fs $-1$7 34 ;$53,332 ;$18,450|$994,280 |]34 |$-($-$-|$-|]34 [$s -Js :3 ma 35 |$994,280 |$55,486 11,494 |$19,656|$1,057,928 J}35 |S -_([$oe re $-|$-|$.-|]35 [$s -|$"|$-|S -l5 36 |$1,057,928 |$57,726 $21,159 |$1,136,812 }]}30]$-_|$:is -|$-|[36 [s -[s :$-1$7 37 |$1,136,812 |$60,057 $22,736 |$1,219,605 |]37 |$$:$-|$-|]37 Js -[$s :r$Ig. 38|$1,219,605|$62,481 $24,392|$1,306,479 ||38 [$$:$Ts -|]38 |s ;-:-4%: |39 |$1,306,479 |$65,004 [$26,130 |$1,397,613 |]39|$-{$:$-|$-|f 39 Js --$-T$40 |$1,397,613!$67,629 1,359,501|$762 |$106,503 ||40 }$$-|$:$-1$Ts ||40 1S $-|$7 +5 T§5 - Seldovia Fuel and Lube Inc. Bulk Fuel Facility Business Operating Plan Page 24 of 26 TABLE G Loan Schedules Year 20 R&R Loan -SF&L Beginning Principal Ending Year Balance Interest Payment |Payment |Balance 1 $58,231.03 3,202.71 |_($7,725.38)]$4,522.67 |$53,708.362,953.96 |__($7,725.38)|$4,771.42]$48,936.942$53,708.36 3 $48,936.94 $ $ $: 4 |$43,903.09 |§2,414.67 |($7,725.38)|$_5,310.71 |$38,592.37 $s $ 2,691.53 |($7,725.38)$5,033.85 |$43,903.09 _(87,725.38)|$_5,602.80 |$32,989.575|$38,592.37 2,122.58 ;32,6 |$_32,989.57 _1,814.43 |_($7,725.38)|$5,910.95]$27,078.62__7__|$_2707862}$1,489.32|_(87,725.38)|$6,236.06 |$20,842.568|$20,842.56)$__1,146.34 |(87,725.38)}$6,579.04 |$_14,263.529|$14,263.52]$784.49 |_($7,725.38)|$6,940.89 |$7,322.64 10 [S$_7,322.64|$402.74 |_(S7,725.38)]$_7,322.64 |$(0.00) 5 19,022.78 ($77,253.81)$58,231.03 Seldovia Fuel and Lube Inc. Bulk Fuel Facility Business Operating Plan Page 25 of 26 Statement ofQualification APPENDIX A:PRIMARY OPERATOR STATEMENT OF QUALIFICATION The Primary Operator Statement of Qualification includes: 1.A description of the Primary Operator,its personnel and experience,and its responsibilities and functions.This discussion includes a description of the ability and history of the Primary Operator to operate a bulk fuel facility as a business and/or its history of operating other business enterprises,as well as a description of the Primary Operator's fiscal controls and accounting procedures.This discussion details organization history,management and structure;identification of key personnel,their experience and responsibilities;and,proposed organization of bulk fuel facility management and operations,including an organizational chart. 2.A description of the Primary Operator's,if any,staffing or training needs. 3.A description of the training plan proposed by the Primary Operator to address current and future needs. Seldovia Fuel and Lube,Inc. Bulk Fuel Facility Business Operating Plan Page 26 of 26 SELDOVIA FUEL AND LUBE,INC. Community History Seldovia is located on the Kenai Peninsula across from Homer on the south shore of Kachemak Bay,a 15 minute flight.The name Seldovia is derived from "Seldevoy”,a Russian word meaning "herring bay”.Between 1869 and 1882 a trading post was located in Seldovia,which is one of the oldest settlements in the Cook Inlet region.A post office was established in 1898.The village developed around commercial fishing and fish processing and the City of Seldovia was incorporated in 1945, Over the years,the processing of crab,salmon and cod have been important to the economy of Seldovia,although the local crab population has decreased significantly over the past several decades.Today,commercial fishing and subsistence activities continue to be an integral part of the local culture and economy.In 2004,the population of Seldovia was estimated to be 263 residents. Description of Business History In 1999,Frank Blodgett and his wife,Sharon Colwell,formed an S-Corporation,Seldovia Fuel and Lube,Inc.Seldovia Fuel and Lube,Inc.provides the community of Seldovia with retail fuel sales (diesel,gasoline and propane)and hardware merchandise.The Corporation is overseen by a two member Board of Directors;Frank Blodgett is President;Sharon Colwell is Treasurer and Secretary. SELDOVIA FUEL AND LUBE,INC. Bulk Fuel Storage Current Businesses:Retail Fuel Sales Home Fuel Delivery Marine Fuel Sales Seldovia Fuel and Lube,Inc.is the only retail fuel sales business in Seldovia and it purchases bulk fuel by barge from Delta Western approximately four to five times per year.Currently,Seldovia Fuel and Lube,Inc.sells diesel fuel for $2.70 per gallon,gasoline for $3.50 per gallon and propane for $1.35 per gallon to residents and businesses in the area for heating,motor vehicles and other fuel needs.Seldovia Fuel and Lube,Inc.operates a diesel fuel and propane fuel truck for fuel delivery to homes and businesses in the community.Additionally,Seldovia Fuel and Lube,Inc.sells marine fuel at the City dock facilities.Seldovia Fuel and Lube,Inc.'s management reconciles fuel consumption with bulk fuel inventory at least twice or more a month. Description of Fiscal Controls and Accounting Procedures Seldovia Fuel and Lube,Inc.operates the business on a January through December fiscal year. Sharon Colwell is the financial manager and bookkeeper for the business.The business' bookkeeping and accounting is done on QuickBooks Pro,an accounting software program.The collection rate is approximately 97 percent or higher.The business contracts with Swalling & Seldovia Fuel and Lube,Inc. Bulk Fuel Facility Business Operating Plan Appendix A-1 Associates,an accounting company located in Anchorage,for year-end financial accounting,yearly audit,and local,state and federal tax services.The Corporation received a "clean audit”by the federal IRS for fiscal years 2002,2003 and 2004. Management and Structure Seldovia Fuel and Lube,Inc.is an S-Corporation with a two member Board of Directors and four employees.The organizational chart below shows the various components of Seldovia Fuel and Lube,Inc.'s overall structure. Seldovia Fuel and Lube,Inc. Organizational Chart Board of Directors Frank Blodgett Sharon Colwell Plant Manager )(Financial Manager > Josh Patrick Sharon Colwell NY /KY / - I Fuel Truck Driver (Office &Dock Sales )Office &Dock Sales ) Menford Kircher Michelle Hidecker Tina Tucker NN /N / Identification of Key Personnel The Seldovia Fuel and Lube,Inc.'s Bulk Fuel Facility will have overall direction from Frank Blodgett,President and Facility Manager.Mr.Blodgett will be involved in this project from the beginning and is the main contact for Seldovia Fuel and Lube,Inc...He will work with AEA and the Denali Commission to ensure the Corporation's role in the project timeline.See attached resume and Fuel Facility Manager job description. Sharon Colwell is the financial manager and bookkeeper for the Bulk Fuel Facility and retail fuel sales.Ms.Colwell is responsible for accounts payable,payroll,and local,state and federal reports. See attached resume. Josh Patrick is the Plant Manager for the Bulk Fuel Facility and retail fuel sales.He is responsible for maintaining the Facility and keeping it up to code,ordering fuel inventory and tracking fuel sales. Additionally,he is responsible for the scheduling,staffing,hiring and supervising of staff.See attached resume. Seldovia Fuel and Lube,Inc. Bulk Fuel Facility Business Operating Plan Appendix A-2 Organization of Bulk Fuel Facility Management and Operations The following chart illustrates the project staffing of the Seldovia Fuel and Lube,Inc.'s Bulk Fuel Facility: Seldovia Fuel and Lube,Inc. Bulk Fuel Facility Project Staffing (President ) Frank Blodgett NN A (Financial Manager&Bookkeeper ) Sharon Colwell \J A »Plant Manager Josh Patrick \J Training Needs At this time no training and technical assistance has been identified for the management and employees of Seldovia Fuel and Lube,Inc. Proposed Training Plan Seldovia Fuel and Lube,Inc.may utilize training resources available through AEA and the Alaska Vocational Technical Center to ensure proper training of its staff.The following is a summary of those resources: e Alaska Energy Authority (AEA) The Alaska Energy Authority has developeda series of courses relating specifically to Bulk Fuel and Power Utility operations.These courses are taught through the Alaska Vocational Technical Center (AVTEC)in Seward: Phone:(907)-269-3000 Contacts Monica Moore,Training Program Manager,Alaska Energy Authority/AIDEA Address:813 West Northern Lights Blvd.,Anchorage,Alaska 99503 Phone:(907)269-3026 Fax:(907)269-3044 Web Address:www.aidea.org/training.htm Email address:btiedeman@aidea.org Dick Harrell,Instructional Administrator,Alaska Vocational Technical Center Address:P.O.Box 889 809 2"!Avenue,Seward,Alaska 99664 Phone:(907)-224-4162 1-800-478-5389 fax (907)224-4144 Web Address:www.avtec.alaska.edu Seldovia Fuel and Lube,Inc. Bulk Fuel Facility Business Operating Plan Appendix A-3 Email:dick_harrell@educ.state.ak.us Technical Assistance Provided Facility Maintenance and Operations Cost The state will pay for transportation to and from Seldovia to the Alaska Vocational Technical Center (AVTEC)as well as lodging and $10 per meal allowance while in transit to AVTEC.Furthermore,while at AVTEC the state will pay for tuition,deposit,room and board and training related materials. Currently,the primary bulk fuel training provided by AEA is: Bulk Fuel Operator Training -This is a 2-week program that covers how to safely run a tank system within a rural Alaskan community as well as covers information regarding the Alaska Energy Authority's Bulk Fuel loan program and how to recognize deficient tank systems. The following courses are anticipated for the future: Itinerant Training -This course will provide follow-up onsite training following the AVTEC Bulk Fuel Operator Training course.The Alaska Energy Authority (AEA)staff will conduct all training.It is anticipated that 6 communities will be chosen as test sites or demonstration projects. Oil Spill Response Training -This course will be taught on-site and have the participation of the Alaska Energy Authority (AEA),Department of Environmental Conservation (DEC), Environmental Protection Agency (EPA)and the US Coast Guard. e Alaska Vocational Technical Center (AVTEC) The Alaska Vocational Technical Center (AVTEC)is located in Seward Alaska approximately 120 miles south of Anchorage via the Seward Highway.In addition to offering onsite training and courses AVTEC staff also provide off-site training. Contact Admissions Office Address:P.O.Box 889 809 2"Avenue,Seward,Alaska 99664 Phone:(907)-224-4152 1-800-478-5389 fax (907)224-4143 Web Address:www.avtec.alaska.edu Technical Assistance Provided Skilled Labor Business Administration Facility Maintenance and Operations Seldovia Fuel and Lube,Inc. Bulk Fuel Facility Business Operating Plan Appendix A-4 Cost Fees for courses vary based on the specific program.An estimated fee for various programs has been included next to the listing of programs offered.The estimated fees include tuition,activity fee,security deposit,room and board,and books and supplies.Broken out these costs total -activity fee ($25),security deposit ($50),and room and board ($20/day). The tuition,books and supplies vary in cost according to the course and course length. The following programs and courses are offered relating to Skilled Labor: Construction Machinery and Diesel Engine Technology -This program teaches students the skills and competencies of servicing,maintaining,and repairing construction machinery and diesel engines.Approximately 40 percent of the course is classroom instruction with the remainder being shop work.Four certification levels can be obtained within the program.The entire course will cost an estimated $7,280 and take approximately 40 weeks or 1379 hours. Basic course content includes:tire repair;basics of equipment operation;chassis components;differentials;transmissions;brakes;electrical systems;hydraulic systems; introduction to gas and arc welding;diesel engine operation and tuning;precision measurement;disassembly and reassembly of diesel engines;fuel injection systems and governors,including electronically injected diesels;mathematics;industrial first aid;job search skills;and,shop safety. Welding Technology -This program teaches students the skills necessary to successfully pass the AWS-D1.1 Structural Certification Test and become employed in the welding and fabrication industry.Certificates can be obtained in;Combination Welder,Welder SMAW, Wire-Feed Welder,Aluminum Welder,and Welder Helper.The entire course will cost an estimated $5,260 and take approximately 20 weeks or 700 hours. Basic course content includes:O.A.W.(Oxyacetylene Welding);S.M.A.W.(Stick electrode); G.M.A.W.(MIG);G.T.A.W.(TIG);shop safety;industrial first aid and CPR and job search skills. Industrial Electricity -This program prepares students for entry-level positions in the field of industrial electricity.The course is broken into three parts;classroom presentation, experimental lab work,and electrical maintenance shop work.Four certificates can be obtained,Industrial Controls Technician,Industrial Electrical Technician,Electrical Apprentice,and Electrical Helper.The entire course will cost an estimated $8,175 and can take up to 40 weeks or 1400 hours depending on the certification level. Basic course content includes:electrical theory and wiring practices;electrical construction and national electrical code,industrial process automation,and job search and interview skulls. The following program and courses are offered relating to Business Administration: Seldovia Fuel and Lube,Inc. Bulk Fuel Facility Business Operating Plan Appendix A-5 Business and Office Technology -This program is an individualized,self-paced program. The following certificate levels can be obtained within the program,Accounting Clerk, Administrative Assistant,General Business/Office Assistant,and Business/Office Clerk. The entire course will cost an estimated $6,855 and take approximately 35 weeks or 1225 hours. Basic course content includes:Computer operations and software applications;Keyboarding and document processing;Proofreading and editing;Office procedures and office machines; Machine transcription;Accounting and record keeping;Business English and mathematics; Job and interview preparation;and,Internship training. The following programs are offered relating to Facility Maintenance and Operations: Facility Maintenance/Construction Trades -This program prepares students for installation,maintenance,service,repair and diagnostics to maintain installations and repair numerous types of facility equipment.Approximately 50 percent of the course is classroom instruction with the remainder being hands on training.Two certificates can be obtained: Building Maintenance Repairer and Building Maintenance Repairer Helper.The entire course will take approximately 38 weeks or 1316 hours. The main courses of study are carpentry,plumbing,heating and electrical.Basic course content includes:Carpentry (blueprint reading,power tools and hand tools,framing, sheetrock,structural repair,foundations);Plumbing (names of fittings,join pipe,repair and replace fixtures);Heating (proper cleaning,troubleshooting,preventative maintenance);and, Electrical (electrical theory,residential wiring,electrical troubleshooting,national electrical code,blueprints,schematics). Facility Maintenance/Mechanical -This program prepares students for installation, maintenance,service,repair and diagnostics of HVAC/R equipment.Approximately 45 percent of the course is classroom instruction with the remainder being hands on training. Six certificates can be obtained:Plumbing and Heating Technician;Plumbing and Heating Repairer;Plumbing and Heating Assistant Repairer;HVAC/R Technician,HVAC/R Unit Repairer;HVAC/R Helper.The entire course will take approximately 36 weeks or 1260 houts. Basic course content includes:electrical theory;troubleshooting and repair;reading blueprints and schematics;electrical circuits and controls;testing circuits,system design; retrofitting systems;heat loads;installation techniques;heat pumps;oil,gas and keroseneheatingsystems;domestic refrigerators and freezers;small hermetic systems;refrigeration systems;heating and cooling systems;introductions to carpentry,residential wiring and computers,and industrial first aid. Power Plant Operation -This program prepares students for employment within a power plant.Approximately 60 percent of the course is spent operating and maintaining diesel generator sets representative of installations in rural Alaska with the remainder of time spent in classroom instruction.Certificates can be obtained in Diesel Plant Operator and Assistant Seldovia Fuel and Lube,Inc. Bulk Fuel Facility Business Operating Plan Appendix A-6 Diesel Plant Operator.The entire course will cost an estimated $1,935 and take approximately 8 weeks or 280 hours. Basic course content includes:engine theory,maintenance,and troubleshooting;electrical system theory maintenance and troubleshooting;generator theory and maintenance; introduction to electrical distribution systems;operation of diesel electric sets;control panels;paralleling generator sets;load management;fuel management;waste heat recovery; plant management skills;power plant safety;industrial first aid and CPR;and job search skills. Seldovia Fuel and Lube,Inc. Bulk Fuel Facility Business Operating Plan Appendix A-7 RESUMES/JOBS DESCRIPTION Seldovia Fuel and Lube,Inc. Bulk Fuel Facility Business Operating Plan Appendix A-8 Seldovia Fuel and Lube,Inc. PO Drawer C Seldovia,Alaska 99663 Work 907-234-7622 Fax 907-234-7442 Frank Blodgett Employment Seldovia Fuel and Lube,Inc. 1999-Present President &Bulk Fuel Facility Manager Oversees the management and operation of the Bulk Fuel Facility, retail fuel sales,fuel deliveries and hardware sales.Responsible for fuel orders,shipment and transfers to the Bulk Fuel Facility. Responsible for all fuel and hardware purchasing. Previous Employment Crowley Maritime Corporation Anchorage,AK Over a 33 year span Manager of Petroleum Operations in Alaska Manager of Terminal Operations in Alaska,Washington & Oregon Gas Stations &Car Washes Seattle,WA 2-3 years Owner &Operator Education/Training 1956 High School Diploma Lameca,CA 1959-1960 General Requirement Courses at San Diego City College Oil Spill Response Training HazWoper Incident Command Certification CPR &First Aid Certification Licenses Tanker Man from Merchant Marine License Skills Management Bookkeeping Bulk Fuel Maintenance and Operations Oil Spill Response Seldovia Fuel and Lube,Inc. Bulk Fuel Facility Business Operating Plan Appendix A-9 Seldovia Fuel and Lube,Inc. PO Drawer C Seldovia,Alaska 99663 Work 907-234-7622 Fax 907-234-7442 Sharon Colwell Employment Seldovia Fuel and Lube,Inc. 1999-Present Board Treasurer&Secretary Financial Manager &Bookkeeper Responsible for accounts payable,payroll and preparation of required fuel sales and other local,state and federal reports.Coordinates and oversees year-end financial reports,annual audits,and local,state and federal tax filings. Previous Employment Commercial Fishing +25 yeats Owner and Boat Operator Zack's Frozen Yogurt Anchorage,AK 9 years Owner and Operator Education/Training 1966 High School Diploma Ephrata,WA 1983-1988 Fisheries Science Major University of Washington and Central Washington University 1995 Accounting Course University of Alaska Anchorage 1990s Federal Income Tax Course 1990s H&R Block Income Tax Course Licenses Expired Coast Guard Master License Skills Management Bookkeeping and Accounting Small business owner Seldovia Fuel and Lube,Inc. Bulk Fuel Facility Business Operating Plan Appendix A-10 Josh Patrick Seldovia Fuel and Lube,Inc. PO Drawer C Seldovia,Alaska 99663 Work 907-234-7622 Fax 907-234-7442 Employment Previous Employment Education Skills Seldovia Fuel and Lube,Inc. 2000-Present Plant Manager Responsible for office management that includes balancing books daily,office sales,entering information into QuickBooks and other software programs,networking and setting up computers and inventory.Responsible for plant management that includes maintaining the facility and keeping it up to code,ordering inventory and tracking sales.Additional responsibilities include scheduling employees,hiring and supervising employees. Homer Ait Seldovia,AK 1996-2000 Seldovia Station Manager Responsible for on-loading and off-loading airplanes,ticket sales, general cleaning and public relations with customers. Pelican Seafoods,Inc.Pelican,AK 1992-1996 Office Sales Responsible for office sales,ordering inventory,counting inventory and stocking shelves. 1992 High School Diploma Cambridge High Cambridge,MN Accounting to bookkeeping Computer trouble shooting Building computers and networking Good public relations Easy to get along with General maintenance Seldovia Fuel and Lube,Inc. Bulk Fuel Facility Business Operating Plan Appendix A-11 SELDOVIA FUEL AND LUBE,INC. JOB DESCRIPTION BULK FUEL FACILITY MANAGER Exempt (Y/N):No Salary: Division:Bulk Fuel Location:Seldovia Employee:Supervisor:N/A Approved By:N/A Date: SUMMARY:Plans and directs activities of bulk fuel facility operations.Ensures facility is maintained according to guidelines outlined in Business Plan,the Operations and Maintenance Manual,all manufacturers'recommendations for maintenance,and all state and federal laws and regulations governing operation. ESSENTIAL DUTIES AND RESPONSIBILITIES include the following.Other duties may be assigned. Acts as point of contact for communications between the Seldovia Fuel and Lube,Inc.,the City of Seldovia,the Denali Commission,Regulatory Agencies,and other interested parties. Interprets company policies and methods and develops specific operating procedures. Delegates functional activities to workers and establishes supervisory schedules and responsibilities to ensure quality and timeliness of independent decisions required to provide continuous service to public and safety of workers. Maintains operator training program and training records to ensure that trained operators are available to maintain sustained Facility operation. Assists Corporation with annual report of operations to the Denali Commission and other required reporting. Implements the spill response and related regulatory plans and ensures that required spill response and related regulatory plans are updated and available on-site:Ensures the reliability of the spill response equipment,maintains the proper records,and conducts periodic spill drills. Oversees proactive program to recognize,identify and correct operational problems withinthefacility.Investigates,evaluates,and determines best application of new developmentsinbulkfuelstorageindustry,and devises other means of securing maximum efficiency of personnel and equipment. Directs maintenance of property records and upkeep of equipment and structures. Seldovia Fuel and Lube,Inc. Bulk Fuel Facility Business Operating Plan Appendix A-12 Job Description Bulk Fuel Facility Manager Page 2 SUPERVISORY RESPONSIBILITIES: Directly supervises employees in the Bulk Fuel Facility.Carries out supervisory responsibilities in accordance with the organization's policies and applicable laws.Responsibilities include interviewing,hiring,and training employees;planning,assigning,and directing work;appraising performance;addressing complaints and resolving problems. QUALIFICATIONS:To perform this job successfully,an individual must be able to perform each essential duty satisfactorily.The requirements listed below are representative of the knowledge,skill, and/or ability required. Education and/or Experience:Associate's degree (A.A.)ot equivalent from two-year college or technical school;or six months to one year related experience and/or training;or equivalent combination of education and experience. Language Skills:Ability to read and interpret documents such as safety rules,operating and maintenance instructions,and procedure manuals.Ability to write routine reports and correspondence.Ability to speak effectively before groups of customers or employees of organization. Reasoning Ability:Ability to solve practical problems and deal with a variety of concrete variables in situations where only limited standardization exists.Ability to interpret a variety of instructions furnished in written,oral,diagram,or schedule form. PHYSICAL DEMANDS:The job will be physically demanding;will be required to push,maneuver and sometimes lift heavy objects. Seldovia Fuel and Lube,Inc. Bulk Fuel Facility Business Operating Plan Appendix A-13 O&M and R&R Cost Estimate LOMF Proj#05-752 CONSTRUCTION COST ESTIMATE 90%SUBMITTAL BULK FUEL OPERATION/MAINTENANCE AND REPLACEMENT/RENEWAL COSTS CITY TANK FARM SELDOVIA,ALASKA PREPARED BY:PREPARED FOR: LCMF llc Alaska Energy Authority 615 East 82nd Ave 813 West Northern Lights Blvd. Anchorage,AK 99518 Anchorage,AK 99503 (907)273-1830 (907)273-1831 FAX October 24,2005 Seldovia Fuel and Lube Inc. Bulk Fuel Facility Business Operating Plan Appendix B-1 BULK FUEL OPERATION/MAINTENANCE AND REPLACEMENT/RENEWAL COSTS PAGE 1 SELDOVIA,ALASKA 90%SUBMITTAL CONSTRUCTION COST ESTIMATE October 24,2005 NOTES REGARDING THE PREPARATION OF THIS ESTIMATE These Operation/Maintenance and Replacement/Renewal costs are based on the Seldovia Bulk Fuel Upgrade 90%Design Drawings dated October 11,2005 prepared by LCMF llc of Anchorage,Alaska and do not include costs that could incur due to unexpected events such as natural disaster,vandalism,etc. Each work item is priced using "Force Account"local labor with exception of major testing,replacement,etc.which are priced using outside consultant/ contractor rates,per diem,and travel costs."Force Account"labor rates are assumed as an average hourly rate for each village scenario. O&M costs are established on yearly basis in 2005 dollars and should be projected to the initial 40 years of the facility using appropriate inflation factor over next 40 years. Renewal costs are based on repairing tank farm equipment every two to eight times over 40 years. Replacement costs are based one to four times over 40 years. Please note that this report excludes all work to the existing tank farm,O&M,and R&R costs for non-related tank farm work. ESTIMATING ASSUMPTIONS Operation/Maintenance Costs:All costs are on yearly basis for one time event only. 0 5 10 15 20 25 30 35 40 Years:|||||||| 1 |I |i 1 |i 1 Renewal/Replacement Costs:Total cost column represents one time event only.Years in parentheses indicate number of times to be renewed/replaced. Therefore,the Business Plan should apply the total dollars and multiply by the number of years item to be renewed or replaced. Seldovia Fuel and Lube Inc. Bulk Fuel Facility Business Operating Plan Appendix B-2 BULK FUEL OPERATION/MAINTENANCE AND REPLACEMENT/RENEWAL COSTS SELDOVIA,ALASKA 90%SUBMITTAL CONSTRUCTION COST ESTIMATE SUMMARY One Time Cost TOTAL COST (In 2005 Dollars) PAGE 2 October 24,2005 A.Operations &Maintenance Costs (Yearly)11,496 x 40 Years = B.Renewal Costs (Over 40 Years) C.Replacement Costs (Over 40 Years) $459,840 See Business Plan Table See Business Plan Table TOTAL 0&M AND RENEWAL/REPLACEMENT COSTS (2005 DOLLARS):See Business Plan NOTE:Items B and C costs are for multiple events over 40 years period.See Business Plan Tables for actual costs including inflation factor and number of occurrences/event. Seldovia Fuel and Lube Inc. Bulk Fuel Facility Business Operating Plan Appendix B-3 BULK FUEL OPERATION/MAINTENANCE AND REPLACEMENT/RENEWAL COSTS SELDOVIA,ALASKA 90%SUBMITTAL CONSTRUCTION COST ESTIMATE PAGE 3 October 24,2005 A.Operations &Maintenance Costs (Yearly)No.of Unit Units Meas _MATERIAL___ Unit |CostPrice$ LABOR TotalHrs |Rate Cost EQUIPMENT_ TOTAL NOTE:These projections are based on the City bulk tank farm comprising of (5)49,500 gallon bulk tanks with receipt and issue lines, pumping systems,and dispensing tanks (total shell capacity 358,500 gallons). All costs are projected on yearly basis using local labor and construction equipment rented from local resources. 1.GROUND MAINTENANCE Annual common ground maintenance 12 Mos 6.000 72.000 24.00 1,728 1,728 SUBTOTAL 1.GROUND MAINTENANCE (YEARLY):1,728 1,728 2.TANKS,PIPELINES AND INSPECTIONS 300 GPM fuel delivery (200,000 gallons 3 time per year)3 LOT Perform minor repairs,replace faulty valves and gauges (1 time/year -9 tanks -38 valves)1 LOT Annual inspection/pressure testing (4 tanks, 2 truck fill enclosures,2 pumps and 10 valves) (1 time/year)1 LOT 500.00 500 200.00 12 8.000 24.000 16.000 24.000 24.000 75.000 24.00 24.00 24.00 576 576 1,800 576 1,076 1,812 SUBTOTAL 2.TANKS,PIPELINES,ETC.(YEARLY):512 2,952 3,464 Seldovia Fuel and Lube Inc. Bulk Fuel Facility Business Operating Plan Appendix B-4 BULK FUEL OPERATION/MAINTENANCE AND REPLACEMENT/RENEWAL COSTS SELDOVIA,ALASKA 90%SUBMITTAL CONSTRUCTION COST ESTIMATE PAGE 4 October 24,2005 __QUANTITY MATERIAL LABOR EQUIPMENT A.Operations &Maintenance .'|Costs (Yearly)No.of |Unit Unit Cost MH Total Cost Unit Cost TOTAL Units |Meas Price $Unit Hrs Rate $Price $$ 3.OTHER COSTS Operator training 1 EA 8.000 8.000 80.00 640 640 Administration -clerical 12 Mos 8.000 96.000 24.00 2,304 2,304 Supervision 12 Mos 6.000 72.000 30.00 2,160 2,160 Annual audit (in Anchorage)1 EA 12.000 12.000 100.00 1,200 1,200 SUBTOTAL 3.OTHER COSTS (YEARLY):6,304 6,304 SUMMARY (YEARLY) 1.GROUND MAINTENANCE $1,728 2.TANKS,PIPELINES AND INSPECTIONS $3,464 3.OTHER COSTS $6,304 TOTAL IN PRESENT DOLLARS/YEAR:$11,496 Seldovia Fuel and Lube Inc. Bulk Fuel Facility Business Operating Plan Appendix B-5 BULK FUEL OPERATION/MAINTENANCE AND REPLACEMENT/RENEWAL COSTS SELDOVIA,ALASKA 90%SUBMITTAL CONSTRUCTION COST ESTIMATE PAGE 5 October 24,2005 Bulk Fuel Facility Business Operating Plan Appendix B-6 QUANTITY MATERIAL __LABOR EQUIPMENT B.Renewal Costs -- (Over 40 Years)No.of Unit Unit Cost MH Total Cost Unit Cost TOTAL Units Meas Price $Unit Hrs Rate $Price $$ 1A.FENCE Repair 8'0"fence and gates (at 10 and 30 years -2 times)300 =OLF 3.75 1,125 0.250 75.000 17.85 1,339 1.60 480 2,944 1B.PADS,DIKES,ETC. Errosion control of pads (at 10 and 30 years -2 times)3,000 SF 0.30 900 0.010 30.000 17.85 536 0.28 840 2,276 Repair steps and landings 200 SF 5.00 1,000 0.150 30.000 17.85 536 2.00 400 1,936 (at 10,20 and 30 years) Truck fill station minor repairs (at 10 and 30 years -2 times)1 LOT 1500.00 1,500 12.000 12.000 17.85 214 200.00 200 1,914 Dike minor maintenance (at 10 and 30 years -2 times)7,000 SF 0.03 210 0.004 28.000 17.85 500 0.04 280 990 SUBTOTAL 1A &B.FENCE,PADS,DIKES,ETC.:4,735 3,124 2,200 40,059 2A.TANKS Replace pumps (at 10,20,30 and 40 years -4 times)5 EA 1400.00 7,000 8.000 40.000 17.85 714 400.00 2,000 9,714 Repair pumps and valves (at 5,15, 25 and 35 years -4 times)10 EA 200.00 2,000 8.000 80.000 17.85 1,428 100.00 1,000 4,428 Replace miscellaneous valves and gauges (at 10,20,30 and 40 years - 4 times -9 tanks -50 each)1 LOT 4000.00 4,000 24.000 24.000 17.85 428 200.00 200 4,628 Seldovia Fuel and Lube Inc. BULK FUEL OPERATION/MAINTENANCE AND REPLACEMENT/RENEWAL COSTS SELDOVIA,ALASKA 90%SUBMITTAL CONSTRUCTION COST ESTIMATE PAGE 6 October 24,2005 QUANTITY MATERIAL LABOR EQUIPMENT B.Renewal Costs (Over 40 Years)No.of Unit Units Meas Unit Cost Price $ MH Unit Total Hrs Rate Cost Unit Cost Price $ TOTAL Tank external inspection;includes per diem and travel costs (at 10,20 and 30 years -3 times - 9 tanks)1 LOT 2B.PIPELINES AND HEADERS Check 4"marine headers and repair (at 10 and 30 years -2 times -3 each -1200 ft each)1 LOT Check and repair truck fill meter, pumps,and loading arms (at 10 and 30 years -2 times -3 each)1 LOT 2C.DISPENSING AREA Repair dispensing equipment (at 10 and 30 years -2 times)1 LOT 1200.00 1,200 500.00 500 2000.00 2,000 4000.00 4,000 80.000 40.000 24.000 24.0 80.000 75.00 40.000 17.85 24.000 17.85 16 75.00 6,000 714 428 1,200 1500.00 1,500 200.00 200 200.00 200 200.00 200 8,700 1,414 2,628 5,400 SUBTOTAL 2A,B &C.TANKS,PIPELINES,DISP.:20,700 10,913 5,300 36,913 3.ELECTRICAL MAINTENANCE Check electrical systems serving tank pumps and repair as necessary (at 5,10,15,25, 30 and 35 years -6 times -2 pumps)1 LOT 500.00 500 24.000 24.000 75.00 1,800 200.00 200 2,500 SUBTOTAL 3.ELECTRICAL MAINTENANCE:500 1,800 200 2,500 Seldovia Fuel and Lube Inc. Bulk Fuel Facility Business Operating Plan Appendix B-7 BULK FUEL OPERATION/MAINTENANCE AND REPLACEMENT/RENEWAL COSTS SELDOVIA,ALASKA 90%SUBMITTAL CONSTRUCTION COST ESTIMATE PAGE 7 October 24,2005 QUANTITY MATERIAL LABOR EQUIPMENT B.Renewal Costs i (Over 40 Years)No.of |Unit Unit Cost MH Total Cost Unit Cost TOTAL Units Meas Price $Unit Hrs Rate $Price $$ SUMMARY (One time cost -multiply by number of times to be renewed) 1A &B.FENCE,PADS,DIKES,ETC.$10,059 2A,B &C.TANKS,PIPELINES,DISPENSING $36,913 3.ELECTRICAL MAINTENANCE $2,500 TOTAL IN PRESENT DOLLARS FOR 40 YEARS:$49,472 Seldovia Fuel and Lube Inc. Bulk Fuel Facility Business Operating Plan Appendix B-8 BULK FUEL OPERATION/MAINTENANCE AND REPLACEMENT/RENEWAL COSTS SELDOVIA,ALASKA 90%SUBMITTAL CONSTRUCTION COST ESTIMATE PAGE 8 October 24,2005 QUANTITY MATERIAL LAB EQUIPMENT C.Replacement Costs 7 - (Over 40 Years)No.of |Unit Unit Cost MH Total Cost Unit Cost TOTAL Units |Meas Price $Unit Hrs Rate $Price $$ 1A.FENCE Replace 8'0"fencing (at 20 and 40 years -2 times)300 =LF 12.50 3,750 0.500 150.000 17.85 2,678 4.40 1,320 7,748 Replace 4'0"man gates (at 20 and 40 years -2 times)4 EA 275.00 1,100 5.000 20.000 17.85 357 1,457 1B.PADS,DIKES,ETC. 3"gravel surfacing for pads,28 CY (at 20 and 40 years -2 times)3,000 SF 0.45 1,350 0.030 90.000 17.85 1,607 0.30 900 3,857 Remove and replace precast tank foundations (at 40 years -1 time)1 LOT 1500.00 1,500 80.000 80.000 17.85 1,428 5000.00 5,000 7,928 Excavate,replace HDPE liner (at 40 years -1 time)7,000 SF 1.35 9,450 0.100 700.000 17.85 12,495 0.35 2,450 24,395 3"gravel surfacing to non-woven geotextile (2 layers)7,000 SF 0.10 700 0.005 35.000 17.85 625 0.30 2,100 3,425 Replace/maintain truck fill canopy and containment (at 40 years -1 time)1 LS 6000.00 6,000 80.000 80.000 22.50 1,800 2000.00 2,000 9,800 Replace sheetmetal lining (at 40 years -1 time)1,000 SF 2.85 2,850 0.120 120.000 17.85 2,142 0.15 150 5,142 Replace steps and grating (at 40 years -1 time)40 LF 90.00 3,600 1.000 40.000 17.85 714 2.50 100 4,414 SUBTOTAL 1A &B.FENCE,PADS,DIKES,ETC.:30,300 23,845 14,020 68,165 Seldovia Fuel and Lube Inc. Bulk Fuel Facility Business Operating Plan Appendix B-9 BULK FUEL OPERATION/MAINTENANCE AND REPLACEMENT/RENEWAL COSTS SELDOVIA,ALASKA 90%SUBMITTAL CONSTRUCTION COST ESTIMATE PAGE 9 October 24,2005 _QUANTITY MATERIAL LABOR EQUIPMENT C.Replacement Costs (Over 40 Years)No.of |Unit Unit Cost MH Total Cost Unit Cost TOTAL Units |Meas Price $Unit Hrs Rate $Price $$ 2A.TANKS Replace 49,500 gailon bulk tanks (7 each -1 time)7 EA 58,500 409,500 16.000 112.000 17.85 1,999 750.00 5,250 416,749 Replace 18"anchor bolts at 18"o/c 42 EA 11.15 468 1.150 48.300 17.85 862 3.50 147 1,477 2B.PIPELINES AND HEADERS Replace 4"Sch 80 receipt/issue lines (at 40 years -3 each -1200 ft each)3,600 LF 27.50 99,000 0.920 3312.000 17.85 59,119 5.50 19,800 177,919 Replace 2"lines at dispensing tanks (at 40 years -3 each -270 ft each)810 LF 21.00 17,010 0.650 526.500 17.85 9,398 3.00 2,430 28,838 Replace valves,2"(at 40 years)16 EA 155.00 2,480 1.250 20.000 17.85 357 2,837 Replace valves,4”(at 40 years)19 EA 310.00 5,890 2.000 38.000 17.85 678 6,568 Replace pipe supports (1 time at 40 years)25 EA 235.00 5,875 3.500 87.500 17.85 1,562 50.00 1,250 8,687 2C.DISPENSING AREA Replace dispensing equipment (at 20 and 40 years -2 times)1 LOT 15000.00 15,000 40.0 40 75.00 3,000 800.00 800 18,800 SUBTOTAL 2A,B &C.TANKS,PIPELINES,DISP.:§55,223 76,976 29,677 661,876 Seldovia Fuel and Lube Inc. Bulk Fuel Facility Business Operating Plan Appendix B-10 BULK FUEL OPERATION/MAINTENANCE AND REPLACEMENT/RENEWAL COSTS SELDOVIA,ALASKA 90%SUBMITTAL CONSTRUCTION COST ESTIMATE PAGE 10 October 24,2005 _QUANTITY MATERIAL LABOR EQUIPMENT C.Replacement Costs (Over 40 Years)No.of |Unit Unit Cost MH Total Cost Unit Cost TOTAL Units |Meas Price $Unit Hrs Rate $Price $$ 3.ELECTRICAL SYSTEMS Replace wiring,panels and circuit breakers for tanks,pumps,etc.(at 20 and 40 years -2 times -2 pumps)1 LS 10000.00 10,000 80.000 80.000 75.00 6,000 300.00 300 16,300 SUBTOTAL 3.ELECTRICAL SYSTEMS:10,000 6,000 300 16,300 SUMMARY (One time cost -multiply by times to be replaced) 1A &B.FENCE,PADS,DIKES,ETC.$68,165 2A,B&C.TANKS,PIPELINES,DISPENSING $661,876 3.ELECTRICAL SYSTEMS $16,300 TOTAL RENEWAL:$746,341 Seldovia Fuel and Lube Inc. Bulk Fuel Facility Business Operating Plan Appendix B-11 ADDITIONAL RELATED AND ATTACHED DOCUMENTS 1.Secondary Operator Agreement 2.Lease Agreements 3.Site Control Documents 4.Grant Agreement 5.R&R Fund Account -Sample Documents Secondary OperatorAgreement SECONDARY OPERATOR AGREEMENT FOR THE SELDOVIA BULK FUEL FACILITY WHEREAS,the Denali Commission ("Commission”)has provided,or will provide,funds to the Alaska Energy Authority ("Authority”)for a grant by the Authority to the City of Seldovia (the "City”)for the upgrading of the bulk fuel storage facilities at Seldovia,Alaska (the "Facility”)to be owned by the City and leased to the Seldovia Fuel and Lube,Inc.("SF&L”),and WHEREAS,grant funds may also be provided by HUD and/or the State of Alaska,and the financial aspects of those separate grants will be managed and the Facility construction will be overseen by the Commission (which term shall include HUD and/or the State of Alaska in this Secondary Operator Agreement for the Facility,hereinafter the "Agreement”);and WHEREAS,the Commission has adopted Sustainability Criteria that apply to the use of Commission funds for the Facility,in order to ensure the long-term economic sustainability of the Facility;and WHEREAS,the Commission,the Community and the SF&L have agreed to a Business Operating Plan consistent with the Sustainability Criteria for the operation of the Facility,as contained in the Seldovia Bulk Fuel Facility Business Operating Plan dated November 15,2005 ("Plan”);and WHEREAS,the Plan specifies that the SF&L shall act as the Primary Operator of the Facility,as specified therein,and shall operate the Facility in compliance with the terms and conditions of the Plan;and WHEREAS,the Commission,the City and the SF&L agree that,if the Primary Operator is not operating the Facility in compliance with the terms and conditions of the Plan,the Commission may designate a Secondary Operator to assist the Primary Operator or to take over such functions of the Facility operations that the Commission determines are necessary for such time as it determines is necessaty,pursuant to the terms and conditions of this Agreement; Now THEREFORE,the Commission,the City and the SF&L agree as follows,in consideration for the mutual promises contained herein and the benefits to the parties resulting from the completion and operation of the Facility: 1.The Primary Operator shall operate the components of the Facility specified in the Plan in accordance with the terms and conditions of the Plan and the requirements contained herein. 2.In addition to,and consistent with its duties specified in the Plan,the Primary Operator shall,in a timely manner: 2.1 properly establish and maintain accurate books and records; 2.2 account for,bill for,and use its best efforts to collect all fuel sales and all other receivables; Secondary Operator Agreement for the Seldovia Bulk Fuel FacilityPage2of4 2.3 2.4 2.5 2.6 2.7 2.8 3.If the deposit moneys into the appropriate accounts,including deposits into the Operations & Maintenance Fund account as well as deposits into the Renewal &Replacement invested escrow account (as such accounts are defined in the Plan); maintain adequate cash reserves for fuel purchases so that emergency fuel shipments are not necessary; obtain annual audits showing the absence of any management or financial irregularities; perform necessary maintenance of and repairs to the Facility; provide or obtain necessary training for Facility operations;and meet its financial obligations. Commission determines,in the exercise of its sole discretion,that the Primary Operator has failed or is unable to operate the Facility in accordance with the Plan and this Agreement and that this failure or inability significantly threatens the long-term economic sustainability of the Facility,the Commission may contract with and utilize a Secondary Operator. The Commission has the sole right to transfer the full custody and control of the assets and business operations of the Facility,including but not limited to,the cash,receivables,and inventory of the Facility,to the Secondary Operator and assign the Secondary Operator responsibility for partial or total management of the Facility. 4.1 4.2 4.3 The Commission may appoint the Secondary Operator to assist the Primary Operator in some or all aspects of the Facility operations or to take over some or all aspects of Facility operation from the Primary Operator,in such a manner and for such period of time as the Commission determines to be necessary and appropriate for operation of the Facility in compliance with the Plan and the long-term economic sustainability of the Facility.(For example,the Secondary Operator may be asked to assist the Primary Operator for a short period of days or weeks in bringing certain aspects of the operations back into compliance. Alternatively,the Secondary Operator may be asked to replace the Primary Operator as Facility operator.The foregoing are intended only as illustrative examples,without limiting the effect of this Agreement.) If the Commission utilizes a Secondary Operator,the Primary Operator will transfer the complete control and authority over the following assets to the Secondary Operator:the books and records relating to the Facility operations,accounts receivable,and all account funds.The Store agrees to cooperate with the Commission and the Secondary Operator in the release of the stated assets and the transfer of operations to the Secondary Operator. The Secondary Operator will be entitled to reasonable compensation for its services.This compensation will,at a minimum,reimburse the Secondary Operator for any and all expenses associated with their duties as Facility operator,plus a reasonable profit.The profit will not exceed what is considered normal and customary for like service,as determined by the Commission in the exercise of its sole discretion. Secondary Operator Agreement for the Seldovia Bulk Fuel Facility Page 3 of 4 10. 4.4 The parties anticipate that,if a Secondary Operator is appointed,the Commission will appoint (fo be determined),which will joint venture with an establish bulk fuel operator. However,the parties acknowledge that (to be determined)may not exist or be willing to serve in this capacity at the time a Secondary Operator is needed,or other circumstances may prevent (to be determined)ftom serving as Secondary Operator.Therefore,the City and SF&L acknowledge and agree that the Commission may appoint any qualified entity or entities to serve as Secondary Operator.The Commission will consult with the City and the SF&L on the replacement to the Secondary Operator;however,the Commission maintains final approval authority for the replacement Secondary Operator. 4.5 The Commission will act reasonably and responsibly in its enforcement of the Plan and this Agreement and its designation of a Secondary Operator,consulting with the SF&L and taking into account the needs and interests of the community of Seldovia as well as the general public interest.If the Commission employs the Secondary Operator,the Commission shall oversee the operations of the Secondary Operator to make sure that it is conducting its operations reasonably,in a cost-efficient manner,and consistent with the needs and interests of the community as well as the general public interest. If a dispute or controversy arises between the parties to this Agreement or among the parties to an agreement with the Secondary Operator,application or enforcement of this Agreement shall be decided through mediation.If mediation is unsuccessful,any party to this Agreement may bring an action to resolve the dispute in the Superior Court of the State of Alaska. This Agreement may be executed simultaneously in two (2)or more counterparts,each of which will be considered an original,but all of which together will constitute one and the same instrument.The exchange of a fully executed Agreement (in counterparts or otherwise)by fax shall be sufficient to bind the parties to the terms and conditions of this Agreement. No delay on the part of a party in the exercise of any right,power,or remedy shall operate as a waiver thereof,nor shall any single or partial exercise of any right,power,or remedy preclude other ot further exercise thereof or the exercise of any other right,power,or remedy.No amendment, modification,or waiver of,or consent with respect to,any provision of this Agreement shall be effective unless it shall be in writing and signed and delivered by the parties hereto. All notices,demands or requests required or allowed under this Agreement or applicable law from one party to another shall be in writing and delivered in person or sent by mail,certified or registered,postage prepaid,to the parties hereto at the addresses set forth in this Agreement or to such other persons and addresses as either party may designate.Notice shall be deemed to have been given three (3)days after the day of mailing. This Agreement is a contract made under and governed by the laws of the State of Alaska.Allobligationsandrightsofthepartiesstatedhereinshallbeinadditionto,and not in limitation of, those provided by applicable law. This Agreement shall be binding upon,and inute to the benefit of,the parties hereto,and their respective heirs,successors,and assigns. Secondary Operator Agreement for the Seldovia Bulk Fuel FacilityPage4of4 11.This Agreement represents the entire agreement between the parties,and there are no other agreements,either oral or written,with respect to the subject matter of this Agreement. This AGREEMENT has been reviewed,agreed to,and executed by the following parties: for the CITY OF SELDOVIA by (Signature)(Date) (Name Printed)(Title) for the SELDOVIA FUEL AND LUBE,INC. by (Signature)(Date) (Name Printed)(Title) for the DENALI COMMISSION by (Signature)(Date) (Name Printed)(Title) for (TO BE DETERMINED) by (Signature)(Date) (Name Printed)(Title) Site ControlDocuments Grant Agreement State of Alaska Alaska Energy Authority =_(=@e--=ENERGY AUTHORITY DRAFT Grant Agreement Grant Agreement Number Amount of Funds 2195243 $0 Project Code(s)Encumbrance Number/AR Project Title000000PBO00194SeldoviaBulk Fuel Upgrade Grantee Authority Contact Person Name Name City of Seldovia David Lockard Street/PO Box Title Drawer B Project Manager City/State/Zip Street/PO Box Seldovia,AK 99663 813 W.Northern Lights Blvd Contact Person City/State/Zip Richard Wyland,Mayor Anchorage,AK 99503 Phone Fax Phone Fax 907-234-7643 907-234-7430 907-269-4541 907-269-3044 AGREEMENT The Alaska Energy Authority (hereinafter 'Authority')and City of Seldovia (hereinafter 'Grantee')agree as set forth herein. Section I.Upon receiving notification from the funding source(s)identified in Appendix 2 of the availability of funds,the Authority shall grant to the Grantee funds for the construction of the Project and performance of the Project work under the terms outlined in the attached scope of work.The Authority shall grant funds to pay for expenses incurred by the Grantee that are authorized under this Agreement,in an amount not to exceed $0,unless the grant amount is amended as provided herein. Section Il.The Grantee shall apply the grant funds to the construction of the Project and perform all of the work and other obligations required by this Agreement. Section Ill.Performance under this agreement begins upon signature by the Authority's Executive Director and shall be completed no later than December 31,2007. Section IV.The agreement consists of this page and the following: ATTACHMENTS APPENDICES Article A:Definitions Appendix 1:Notice of Project Completion Article B:Special Provisions Appendix 2:Funding Sources Article C:General Provisions Appendix 3:In-Kind Contributions Appendix 4:Employer Identification Number App. AMENDMENTS:Any fully executed amendments Appendix 5:EIN Power of Attorney to this Agreement Appendix 6:Tax Information Authorization Grantee Authority Signature Signature DRAFT DRAFT Printed Name and Title Richard Wyland,Mayor Printed Name and Title Ronald W.Miller,Executive Director Date Date DRAFT Seldovia Bulk Fuel Upgrade Grant Agreement Number 2195243Page2of19 ARTICLE A.DEFINITIONS In this Grant Agreement: a)"Authority”means the Alaska Energy Authority,a public corporation of the State of Alaska.The Authority is the Grantor and also acts as an agent of the Grantee for certain functions relating to project design and construction as described herein. "Denali Commission”means the federal-state commission established under 42 USC 3121 and its successors or assigns. "Executive Director'means the Executive Director of the Authority or authorized designee. "Grantee”means City of Seldovia. "Grantor”means the Alaska Energy Authority. "Project”means the Seldovia Bulk Fuel Upgrade. "Procurement Manager'means the employee of the Authority who determines disputes as provided in Article C.Section 3. "State”means the State of Alaska. "Project Manager'means the employee of the Authority in charge of the Project. "Design Documents”are the technical documents and drawings specifying how the Project is constructed. "Construction Manager'means the on-site supervisor of the Project as assigned by the Authority.The Construction Manager may or may not be an employee of the Authority. "Project Completion”means the Project is complete,the work is complete, and all Project costs have been billed and paid as determined by the Authority. m)"Grants Manager'means the employee of the Authority in charge of managing the Grant. AEA:Rev.11/04 C:\Documents and Settings\ann\Local Settings\Temporary Internet Files\OLK67\DRAFT Grt 2195243 Seldovia BF.doc DRAFT Seldovia Bulk Fuel Upgrade Grant Agreement Number 2195243 Page 3 of 19 ARTICLE B.SPECIAL PROVISIONS Subject to appropriation and availability of funds,the Authority agrees to grant to the Grantee the amounts stated herein,and the Grantee agrees to expend grant funds only for eligible costs to perform the Scope of Work as attached and stated herein. Section1.Description of Project and Scope of Work. This grant provides funding to be used for the design and construction of a new code compliant consolidated bulk fuel tank farm in Seldovia,Alaska,as described more fully in the Conceptual Design dated May 12,2005 and detailed design documents and specifications to be prepared by the Authority. Section 2.Project Funding Sources. This Grant is subject to appropriation and availability of funds from the sources of funding shown in Appendix 2.The Authority may re-designate the sources of the grant funding and/or adjust the project budget shown in Appendix 2,and will provide an updated Appendix 2 to the Grantee upon the Grantee's request. If the Project costs exceed the Grant funds and if additional funds are available to perform the work described in this Agreement,the Authority may grant additional funds to the Grantee to perform this work by issuing and providing to the Grantee an amended Appendix 2 showing the amended Grant amount.Grantee acknowledges that such a grant of additional funds will be pursuant to the terms and conditions of this Agreement, and acknowledges that by accepting the grant funds and the grant-funded Project work it is accepting them subject to the terms and conditions of this Agreement. Section 3.Grant Disbursements. a)The Authority will disburse grant funds as eligible costs are incurred. b)The Authority may engage an accounting firm (Trustee)to provide Project related services.If engaged,the Trustee may receive and disburse a portion of Grant funds to cover various project costs which may include payroll and related obligations, including taxes and workers compensation insurance,and other selected project costs as the Authority directs.If engaged,the Trustee may be used to prepare quarterly and annual payroll tax reports for the IRS and the State of Alaska, Department of Labor,as applicable,and W-2 Forms for the Project employees.If engaged,the Trustee will submit such reports and pertinent checks to the appropriate federal and state offices. AEA:Rev.11/04 C:\Documents and Settings\ann\Local Settings\Temporary Internet Files\OLK67\DRAFT Grt 2195243 Seldovia BF.doc DRAFT Seldovia Bulk Fuel Upgrade Grant Agreement Number 2195243 Page 4 of 19 d) If the Authority retains the services of the Trustee,the Authority will be the liaison between the Grantee and the Trustee.The Authority will follow the procurement regulations specified by the funding sources. The Authority,as agent for the Grantee,will account for and disburse selected Grant funds for any Project costs not covered under (b)of this section in accordance with the funding sources referenced in Appendix 2.The Authority as agent for the Grantee will disburse Grant funds as required by the funding sources. Upon Project Completion: 1.any Grant funds not expended under this agreement and any interest accruing on the grant funds belong to the Authority and shall be returned to the Authority; 2.the Authority may apply to other projects any other grant monies authorized for the Project but not expended or obligated under this agreement. Section 4.Eligible Costs Under This Grant. a) 1. The Authority,as Grantor,shall have sole discretion to determine which project costs are eligible to be paid for from Grant monies under this agreement.No workshallbeperformedorinitiatedwithoutthepriorapprovalfromtheAuthority.Upon approval by the Authority,the following necessary reasonable,actual expensesassociatedwiththedesignandconstructionoftheProjectareeligibleforpaymentor reimbursement from grant funds: Payroll Costs.Payroll costs are comprised of wages paid to Grantee personnelfortimeworkeddirectlyontheProject,plus payroll taxes and insurance,as wellasvacation,holiday,sick leave and retirement benefits,if any. 2.Direct Non-Salary Costs.These costs must be directly attributable to the AEA Project and shall include the following: i.The costs associated with consultants,inspectors,surveyors,contractors,subcontractors,and other services required to design and construct the Project. ii.The cost of materials,supplies and freight purchased by,or on behalf of,theGranteeandusedintheconstructionoftheProject. iii.The Grantee's costs of reproducing plans,specifications,maps,reports,and other documents. iv.The cost of long distance communication and other utilities needed for construction. v.Purchase or rental of small equipment or tools needed in the construction of the Project. :Rev.11/04 C:\Documents and Settings\ann\Local Settings\Temporary internet Files\OLK67\DRAFT Grt 2195243 Seldovia BF.doc DRAFT Seldovia Bulk Fuel Upgrade Grant Agreement Number 2195243Page5of19 b) vi.Insurance covering the Grantee and the Authority. 3.The Authority may pay for costs not specifically listed in this section from Grantmonies,if in the determination of the Authority the costs are necessary. Costs not listed in subsection a)of this section or not deemed eligible by theAuthorityundera),3)of this section are not eligible to be paid for from moneygrantedunderthisagreement. Section 5.Authority as Grantee's Agent. a) b) The Authority will serve as the Grantee's agent for the design and construction management of the Project,including,but not limited to,where applicable,issuing Invitations to Bid and selecting contractors.The Authority will be responsible for all matters related to the Project design and construction,including,but not limited to: approval of plans and specifications;choices of scheduling,manpower,and methods;procedures for administering the Project;procurement of materials; insurance during construction;disposition of surplus equipment;payment of all Project billings;complying with all federal reporting requirements (except as provided in Article C section 11 or elsewhere herein);performance of final project inspection;and issuance of a Notice of Project Completion.Permitting and other items specified herein are the responsibility of the Grantee.The Project Manager will be the contact for the Grantee during all phases of the Project.The Project Engineer will be the on-site contact during the construction phase of the Project. The Authority shall not be responsible for environmental investigation or remediation of the existing bulk fuel facilities or properties,or for any other environmental matters.In addition,the Authority will not be responsible for the removal and decommission of any existing facilities. If the funding sources for the Project include Indian Community Development Block Grant monies or Community Development Block Grant monies granted to the Grantee,the Authority may enter into a Grant Management Agreement with the Grantee in relation to some or all of those monies.If such agreement is entered into,the Authority may have additional duties as the agent of the Grantee as outlined in those Agreements which will be attached as an appendix hereto. Section 6.Grantee's Responsibilities a)The Grantee is responsible for securing the real property interests necessary for the construction and operation of the Project,through ownership,leasehold,easement, or otherwise.The Grantee also is responsible for obtaining the required permits and approvals.These permits may include,but are not limited to,Corps of Engineers' AEA:Rev.11/04 C:\Documents and Settings\ann\Local Settings\Temporary Internet Files\OLK67\DRAFT Grt 2195243 Seldovia BF.doc DRAFT Seldovia Bulk Fuel Upgrade Grant Agreement Number 2195243 Page 6 of 19 Wetlands Permit,State Fire Marshal approval,rights-of-way for the pipelines,and site control,including any necessary Coastal Zone Management coordination through the Office of Project Management and Permitting (DNR).The Authority will assist the Grantee in obtaining these permits and approvals. The Grantee will assist the Authority in obtaining qualified local labor for the Project and will provide necessary local administration assistance,including recommending qualified local personnel;assisting in obtaining necessary personnel information; assisting in obtaining housing for nonresident workers;facilitating communications between the Authority,the community and local employees;and serving as a liaison between the Authority and the community. The Grantee will provide,as an in-kind contribution,local equipment (excluding operator,fuel and maintenance)and tools as available to support the Project,and the contribution specified in Appendix 3.The Grantee will not be paid for its contributions of the use of equipment,tools,supplies,materials,or its contributions of services except as agreed to in writing by the Authority.The Authority requires in- kind contributions to demonstrate that the grantee and the community are committed to and invested in the proposed project.Typical in-kind contributions include,but are not limited to:land for the tank farm,the use of heavy equipment as available, lodging,etc.The Authority encourages the grantee and the community to support this project with in-kind contributions to the greatest extent possible. The Grantee is responsible for reviewing project documents and monitoring the Project work to the extent necessary for the Grantee to determine that the work is proceeding satisfactorily and so that it can perform its responsibilities pertaining to the Project,including its responsibilities to operate and maintain the Project after Project completion.The Grantee will raise with the Authority promptly and prior to Project completion any concerns or issues it may have regarding the Project,and if those concerns or issues are not satisfactorily resolved will promptly give written notice with a detailed description of the concerns or issues to the Authority's contact designated in Article C,Section 18. Section 7.Project Completion Notice. The Grantee shall sign the Notice of Project Completion located at Appendix 1 within 30 days after it is delivered by the Authority.Upon receipt of the signed signature page, the Authority will close the Grant.The Grant will automatically be closed if the Grantee fails to return the Notice of Project Completion within 30 days after it is delivered by the Authority. AEA:Rev.11/04 C:\Documents and Settings\ann\Local Settings\Temporary Internet Files\OLK67\DRAFT Grt 2195243 Seldovia BF.doc DRAFT Seldovia Bulk Fuel Upgrade Grant Agreement Number 2195243 Page 7 of 19 Section 8.Grantee Responsibilities After Project Completion. a)The Grantee will not sell,transfer,encumber,or dispose of any of its interest in the facilities constructed with this grant funding during the economic life of the Project without prior written Authority approval. b)The Grantee agrees that upon completion of the Project it is responsible for and will perform those activities and functions necessary for the operation and maintenance of the Project for the public benefit,except for those that are expressly the responsibility of another party under this Grant Agreement or any appendices hereto.These responsibilities may not be altered or transferred without the prior written approval of the Denali Commission. ARTICLE C.GENERAL PROVISIONS Section 1.Inspection and Retention of Records. The Grantee shall allow the Authority or its designees to examine all Project related records at any reasonable time for the purpose of copying,audit or inspection.The Grantee shall ensure that the Authority,its contractors and consultants,and any Secondary Operators have reasonable access to Project facilities during construction of the Project,and reasonable access for performance analysis and testing over the life of Project facilities for no cost.The Grantee shall retain all Project related records for four years following the completion date of the Project or until final resolution of any audit, negotiation,claim or other action related to the Project which is started prior to the end of the four year period,whichever is later. Section 2.State and Authority held harmless. As a condition of this Grant,the Grantee agrees to defend,indemnify,and hold harmless the Authority and the State of Alaska,and their agents,servants,contractors, and employees,from and against any and all claims,demands,causes of action, actions,and liabilities arising out of,or in any way connected with this grant or the project for which the grant is made,howsoever caused,except to the extent that such claims,demands,causes of action,actions or liabilities are the proximate result of the sole negligence or willful misconduct of the Authority or the State of Alaska. Section 3.Disputes. a)The parties agree that any dispute arising out of this agreement which cannot be resolved by mutual agreement shall be addressed as set forth in this Section.It is further agreed and understood that compliance with this Section shall be a condition precedent to bringing or filing an action or court proceeding for determination of any AEA:Rev.11/04 C:\Documents and Settings\ann\Local Settings\Temporary Internet Files\OLK67\DRAFT Grt 2195243 Seldovia BF.doc DRAFT Seldovia Bulk Fuel Upgrade Grant Agreement Number 2195243 Page 8 of 19 b) 9) h) dispute.The intent of the dispute process set forth in this Section is to facilitate the timely resolution of disputes arising from or out of this agreement. Disputes which cannot be resolved by agreement shall be decided by the Procurement Manager.The decision shall be in writing and be made not more than 60 days after receipt by the Procurement Manager of all appropriate information (as determined by the Procurement Manager)from the Grantee.Failure of the Grantee to furnish appropriate information (as determined by the Procurement Manager)to the Procurement Manager within 21 days of the receipt of the Procurement Manager's request constitutes a waiver of the Grantee's claim. The time for issuing the Procurement Manager's decision may be extended for good cause by the Executive Director.The Procurement Manager shall notify the Grantee in writing that the time for the issuance of a decision has been extended and of the date by which a decision shall be issued.The Procurement Manager shall furnish a copy of the decision to the Grantee by certified mail or other method that provides evidence of receipt.Pending a final decision,the Grantee shall proceed with diligent performance of the agreement in accordance with the Procurement Manager's decision notwithstanding any disagreement with that decision. The Procurement Manager's decision is fina!unless,within 30 days of receipt of the decision,the Grantee delivers a Notice of Appeal to the office of the Executive Director.The Grantee shall provide a copy of the appeal to the Procurement Manager. The appeal must contain a copy of the decision being appealed and identification of the factual or legal errors in the decision that form the basis for the appeal.General assertions that the Procurement Manager's decision is contrary to law or facts are not sufficient. Except as provided in subsection (g)of this section,a hearing on an appeal to the Executive Director shall be conducted according to the procedures set out in (h)of this article. Within 15 days after receipt of an appeal on a dispute,the Executive Director may adopt the decision of the Procurement Manager as the final decision without a hearing,if the Executive Director determines that there are no material issues of fact. The Executive Director may act as the hearing officer and upon hearing the evidence,render findings of fact and conclusions of law,or the Executive Director may appoint an impartial hearing officer to conduct the hearing. AEA:Rev.11/04 ;C:\Documents and Settings\ann\Local Settings\Temporary Internet Files\OLK67\DRAFT Grt 2195243 Seldovia BF.doc DRAFT Seldovia Bulk Fuel Upgrade Grant Agreement Number 2195243 Page 9 of 19 i) k) The hearing officer shall arrange for a prompt hearing and notify the parties in writingofthetimeandplace.The hearing will be conducted in an informal manner and will be held in Anchorage,Alaska.Participants outside Anchorage may attend by phone.The hearing officer may conduct the hearing as set forth in AS 36.30.670(b), which is incorporated herein by reference. If the Executive Director is not acting as the hearing officer,the hearing officer shall recommend a decision to the Executive Director based on the evidence presented. The recommendation must include findings of fact and conclusions of law.The Executive Director may affirm,modify,or reject the hearing officer's recommendations in whole or in part,may remand the matter to the hearing officer with instructions,or take other appropriate action. The Executive Director's decision shall be sent within 20 days after the hearing to all parties by personal service or certified mail.The decision of the Executive Director is final and conclusive unless appealed to superior court,Third Judicial District at Anchorage within 30 days of receipt of the decision.The laws of the state of Alaska govern this agreement. Section 4.Termination. a) b) d) The Grantee shall have no rights to compensation or damages for termination except as provided in this Section. In addition to all other rights available under law,the Authority may terminate this Agreement or stop work on the Project for the convenience of the Authority or for cause upon ten (10)days written notice. "Cause"for termination shall exist when the Grantee has failed to perform under this Agreement,has provided incorrect or misleading information or has failed to provide information which would have influenced the Authority's actions.In order for termination to be for cause,the Grantee's failure to perform or the Grantee's provision of incorrect,misleading,or omitted information must be material. If this Agreement is terminated for cause,the Grantee shall be entitled to no compensation.The Grantee shall reimburse the Authority for all grant funds expended under this Agreement by the Grantee or on the Grantee's behalf including interest accrued from the date of disbursement.The Grantee shall also reimburse the Authority for any costs incurred to collect funds subject to reimbursement,and for any damages incurred by the Authority as a result of the Grantee's failure to perform or provision of incorrect or misleading information.The Authority may require the Grantee to return to the Authority some or all of the project assets if this Agreement is terminated for cause. AEA:Rev.11/04 C:\Documents and Settings\ann\Local Settings\Temporary Internet Files\OLK67\DRAFT Grt 2195243 Seldovia BF.doc DRAFT Seldovia Bulk Fuel Upgrade Grant Agreement Number 2195243 Page 10 of 19 e)If this Agreement is terminated at the sole request of the Authority for the sole reason of its convenience,the Grantee is not required to reimburse the Authority for funds expended prior to the date of termination.If the Grantee has incurred costs under this agreement,the Grantee shall only be reimbursed by the Authority for eligible costs the Grantee incurred prior to the date of termination of the Agreement. However,prior to making any claim or demand for such reimbursement,the Grantee shall use its best effort to reduce the amount of such reimbursement through any means legally available to it.The Authority's reimbursement to the Grantee shall be limited to the encumbered,unexpended amount of funds available under this Agreement. Section 5.Sovereign Immunity. By execution of this grant agreement,the Grantee irrevocably waives any sovereign immunity which it may possess,and consents to suit against itself or its officials,under the laws of the State of Alaska,in the courts of the State of Alaska as to all causes of action by the Authority arising out of or in connection with this agreement.If the Grantee is an entity which possesses sovereign immunity,it shall provide the Authority with a resolution of the Grantee's governing body waiving sovereign immunity,and such resolution shall be incorporated into this agreement as an Appendix. Section 6.Binding Effect. This Agreement and all of its terms,covenants,conditions and appendices represent the entire Agreement of the parties and shall extend to and be binding upon the respective heirs,executors,administrators,grantees,successors and assigns of the parties to this Agreement. Section 7.No Assignment or Delegation. Unless otherwise allowed by this Agreement or in writing by the Authority,any assignment by the Grantee of its interest in any part of this Agreement or any delegation of its duties under this Agreement without such approval shall be void. Section 8.Grantee Shall Not Act as an Agent of the Authority. The Grantee,its officers,agents,servants and employees shall act in an independent capacity and not as agents of the Authority in the performance of this Agreement. Section 9.Rights of Other Parties. The parties agree that the Denali Commission and any successor is a third party beneficiary of the Grantees obligations in Art.B Sec.7 (Grantee Responsibilities after Project Completion),Art.C Sec.1 (Inspection and Retention of Records),Art.C Sec.9 AEA:Rev.11/04 ;C:\Documents and Settings\ann\Local Settings\Temporary Internet Files\OLKG7\DRAFT Grt 2195243 Seldovia BF.doc DRAFT Seldovia Bulk Fuel Upgrade Grant Agreement Number 2195243 Page 11 of 19 (Compliance with Applicable Law and Funding Source Mechanisms),and Art.C Sec.12 (Declaration of Public Benefit);otherwise,no person is a third party beneficiary of this Agreement and this Agreement creates no third party rights.Specifically,any person who is not a party to this Agreement shall be precluded from bringing any action asserting the liability of a party or asserting any right against a party to this Agreement, through the terms of this Agreement.No person,other than a party to this Agreement, may bring any action based upon this Agreement for personal injuries,property damages,or otherwise. Section 10.Compliance with Applicable Law and Funding Source Requirements. The Grantee shall comply with all applicable local,state and federal statutes, regulations,ordinances and codes,whether or not specifically mentioned herein including,but not limited to:the Americans with Disabilities Act (ADA)of 1990;Equal Employment Opportunity Executive Orders;Copeland Anti-Kickback Act;Davis-Bacon Act;Contract Work Hours and Safety Standards Act;Clean Air and Clean Water Act; and 15 C.F.R.Part 24.The Grantee agrees to comply with all applicable grant terms and conditions imposed by the Denali Commission and any other funding sources. Section 11.Audit Requirements. The Grantee agrees that it will be bound by any audit requirements that may apply to this agreement including 2 AAC 45.010 commonly referred to as the "Single Audit Regulation”and any applicable federal audit requirements.The Grantee acknowledges that it is responsible for compliance with federal and state single audit requirements and all other applicable audit requirements,and agrees to obtain all required audits. Section 12.Severability. If any section,paragraph,clause or provision of this Agreement or any agreement referred to in this Agreement shall be finally adjudicated by a court of competent jurisdiction to be invalid or unenforceable,the remainder of this Agreement shall be unaffected by such adjudication and all the remaining provisions of this Agreement shall remain in full force and effect as if such section,paragraph,clause or provision or any part thereof so adjudicated to be invalid had not been included herein. Section 13.Declaration of Public Benefit. The parties acknowledge and agree that the Project shall be constructed,owned and operated for the benefit of the general public and will not deny any person use and/or benefit of Project facilities due to race,religion,color,sex,marital status,age or national origin. AEA:Rev.11/04 C:\Documents and Settings\ann\Local Settings\Temporary Internet Files\OLK67\DRAFT Grt 2195243 Seldovia BF.doc DRAFT Seldovia Bulk Fuel Upgrade Grant Agreement Number 2195243 Page 12 of 19 Section 14.Nonwaiver. The failure of either party at any time to enforce a provision of this Agreement shall in no way constitute a waiver of the provision,nor in any way affect the validity of this Agreement,or any part hereof,or the right of such party thereafter to enforce each and every provision hereof. Section 15.Amendment. This Agreement may only be modified or amended in writing,executed by the authorized representatives of the parties with the same formality as this Agreement was executed.For the purpose of any amendment,modification or change to the terms and conditions of this Agreement,the authorized representatives are the Executive Director of the Authority or designee,and the Business Manager of the Grantee or written designee of record. Section 16.Integration. This instrument and all appendices,amendments,and attachments hereto embody the entire Agreement of the parties concerning the grant funds granted hereunder.There are no promises,terms,conditions,or obligations regarding said funds other than those contained in the documents described above;and such documents shall supersede all previous communications,representations or agreements,either oral or written, between the parties hereto. Section 17.Applicable Law. This Agreement is to be construed according to the laws of the State of Alaska.Any civil action arising from this Agreement shall be brought in the Superior Court for the Third Judicial District of the State of Alaska at Anchorage. Section 18.Notices. Any notice required of either party shall be in writing and,unless proof of receipt of such notice is expressly required by another term of this Agreement,shall be deemed served when deposited in the mail in a sealed envelope,with sufficient first class postage affixed,and addressed to the appropriate party.The notices shall be sent to each party's place of business,which in the case of the Authority shall be: Alaska Energy Authority 813 West Northern Lights Boulevard Anchorage,Alaska 99503 Phone 907-269-3000 Fax 907-269-3044 AEA:Rev.11/04 ;C:\Documents and Settings\ann\Local Settings\Temporary Internet Files\OLK67\DRAFT Grt 2195243 Seldovia BF.doc DRAFT Seldovia Bulk Fuel Upgrade Grant Agreement Number 2195243 Page 13 of 19 and in the case of the Grantee shall be: Richard Wyland,Mayor City of Seldovia Drawer B Seldovia,AK 99663 Phone 907-234-7643 Fax 907-234-7430 AEA:Rev.11/04 ;C:\Documents and Settings\ann\Local Settings\Temporary Internet Files\OLK67\DRAFT Grt 2195243 Seldovia BF.doc DRAFT Seldovia Bulk Fuel Upgrade Grant Agreement Number 2195243 Page 14 of 19 Appendix 1 NOTICE OF PROJECT COMPLETION ALASKA ENERGY AUTHORITY Date: Project Name Seldovia Bulk Fuel Upgrade Contracting Party City of Seldovia Authority Contract No.2195243 Agreement Execution Date The ALASKA ENERGY AUTHORITY certifies and acknowledges that the Project referenced above has been completed,and that all tasks have been satisfactorily carried out in accordance with the terms and conditions of Agreement No.2195243. Project Manager Date Alaska Energy Authority The City of Seldovia certifies that the Project named above is complete in accordance with the terms and conditions of Authority Agreement No.2195243. Authorized Signature Title Printed Name Date AEA:Rev.11/04 C:\Documents and Settings\ann\Local Settings\Temporary Internet Files\OLK67\DRAFT Grt 2195243 Seldovia BF.doc DRAFT Seldovia Bulk Fuel Upgrade Grant Agreement Number 2195243 Page 15 of 19 Appendix 2 FUNDING SOURCES AND TOTAL GRANT BUDGET AEA Granted Funds: (Source)$(Amount) Total AEA Granted Funds $(Total Amount) Community Contributions: Community Match $(Amount) AEA Direct Project Costs (Source)$(Amount) Total Project Budget $(Sum of All Above) AEA:Rev.11/04 ;C:\Documents and Settings\ann\Local Settings\Temporary Internet Files\OLK67\DRAFT Grt 2195243 Seldovia BF.doc DRAFT Seldovia Bulk Fuel Upgrade Grant Agreement Number 2195243 Page 16 of 19 Appendix 3 GRANTEE IN KIND CONTRIBUTIONS TO THE PROJECT The Grantee will provide,at no cost to the project the following: Use of City heavy equipment AEA:Rev.11/04 ;C:\Documents and Settings\ann\Local Settings\Temporary Internet Files\OLK67\DRAFT Grt 2195243 Seldovia BF.doc DRAFT Seldovia Bulk Fuel Upgrade Grant Agreement Number 2195243 Page 17 of 19 Appendix 5 EMPLOYER IDENTIFICATION NUMBER APPLICATION AEA:Rev.11/04 C:\Documents and Settings\ann\Local Settings\Temporary internet Files\OLK67\DRAFT Grt 2195243 Seldovia BF.doc rom 99"4 Application for Employer Identification Number (For use by employers,corporations,partnerships,trusts,estates,churches,government agencies,Indian tribal entities,certain individuals,and others.)Department of the Treasury ... - Internal Revenue Service >See separate instructions for each line.>Keep a copy for your records.OMB No.1545-0003 1 Legal name of entity (or individual)for whom the EIN is being requested EIN (Rev.December 2001) 6 County and state where principal business is located =2 Trade name of business (if different from name on line 1)3 Executor,trustee,"care of”name By C/O Richards,Johnson and Granberry PC Cl 4a Mailing address (room,apt.,Suite no.and street,or P.O.box)|5a Street address (if different)(Do not enter a P.O.box.) E 1100 W.Barnette,Suite 102 al 4b City,state,and ZIP code 5b City,state,and ZIP code 5 Fairbanks,AK 99701 ® [os - 7a Name of principal officer,general partner,grantor,owner,or trustor 7b SSN,ITIN,or EIN 8a Type of entity (check only one box) C]Sole proprietor (SSN) CJ Partnership Estate (SSN of decedent) Plan administrator (SSN) Trust (SSN of grantor)OOOOOOO Corporation (enter form number to be filed)>National Guard LI State/local government CL]Personal service corp.Farmers'cooperative []Federal government/military (4 Church or church-controlled organization REMIC WA Indian tribal governments/enterprisesL]other nonprofit organization (specify)>Group Exemption Number (GEN)> L]Other (specify)» 8b If a corporation,name the state or foreign country}State Foreign country (if applicable)where incorporated 9 Reason for applying (check only one box)O Banking purpose (specify purpose)> CL]Started new business (specify type)>___C]Changed type of organization (specify new type)>» CL]Purchased going business C1 Hired employees (Check the box and see line 12.)L]Created a trust (specify type)>WV]Compliance with IRS withholding regulations ()Created a pension plan (specify type)> L_]Other (specify)> 10 Date business started or acquired (month,day,year)11 Closing month of accounting year 06 12 First date wages or annuities were paid or will be paid (month,day,year).Note:/f applicant is a withholding agent,enter date income will first be paid to nonresident alien.(month,day,year).2.6 6 6 ee ee 13 Highest number of employees expected in the next 12 months.Note:/f the applicant does not |Agricultural |Household Other expect to have any employees during the period,enter "-0-.". ..rn 6 14 Check one box that best describes the principal activity of your business.[-]Health care &social assistance Oo Wholesale-agent/brokerMMConstruction(1 Rental &leasing oO Transportation&warehousing []Accommodation&food service ()wWholesale-other C1 Retail [1]Realestate [1]Manufacturing (J Finance&insurance (1 Other (specify) 15 Indicate principal line of merchandise sold;specific construction work done;products produced;or services provided. 16a Has the applicant ever applied for an employer identification number for this or any other business?....OO Yes W No Note:/f "Yes,”please complete lines 16b and 16c. 16b If you checked "Yes”on line 16a,give applicant's legal name and trade name shown on prior application if different from line 1 or 2 above. Legal name >Trade name > 16¢Approximate date when,and city and state where,the application was filed.Enter previous employer identification number if known. Approximate date when filed (mo.,day,year)City and state where filed Previous EIN Complete this section only if you want to authorize the named individual to receive the entity's EIN and answer questions about the completion of this form. Third Designee's name Designee's telephone number (include area code} Party {) Designee Address and ZIP code Designee's fax number (include area code) ()Under penalties of perjury,|declare that |have examined this application,and to the best of my knowledge and belief,it is true,correct,and complete.WHI IIJW#@J@W@0)-;, Apnlicart's telephone nurrber (include area coda) Name and title (type or print clearly)>() Applicant's fax number (include area code) Signature Date &() For Privacy Act and Paperwork Reduction Act Notice,see separate instructions.Cat.No.16055N Form SS-4 (Rev.12-2001) Form SS-4 (Rev.12-2001)Page 2 Do |Need an EIN? File Form SS-4 if the applicant entity does not already have an EIN but is required to show an EIN on anyreturn,statement,or other document.'See also the separate instructions for each line on Form SS-4. IF the applicant...AND...THEN... Started a new business Does not currently have (nor expect to have) employees Complete lines 1,2,4a-6,8a,and 9-16c. Hired (or will hire) employees,including household employees Does not already have an EIN Complete lines 1,2,4a-6,7a-b (if applicable), 8a,8b (if applicable),and 9-16c. Opened a bank account Needs an EIN for banking purposes only Complete lines 1-5b,7a-b (if applicable),8a, 9,and 16a-c. Changed type of organization Either the legal character of the organization or its ownership changed (e.g.,youincorporateasoleproprietorshipor form apartnership)' Complete lines 1-16c (as applicable). Purchased a goingbusiness'Does not already have an EIN Complete lines 1-16c (as applicable). Created a trust The trust,is other than a grantor trust or anIRAtrust*Complete lines 1-16c (as applicable). Created a pension plan asaplanadministrator®Needs an EIN for reporting purposes Complete lines 1,2,4a-6,8a,9,and 16a-c. Is a foreign person needing an EIN to comply with IRS withholding regulations Needs an EIN to complete a Form W-8 (other than Form W-8EC)),avoid withholding onportfolioassets,or claim tax treaty benefits® Complete lines 1-5b,7a-b (SSN or ITIN optional),8a-9,and 16a-c. Is administering an estate Needs an EIN to report estate income on Form 1041 Complete lines 1,3,4a-b,8a,9,and 16a-c. Is a withholding agent for taxes on non-wage income paid to an alien {i.e., individual,corporation,or partnership,etc.) Is an agent,broker,fiduciary,manager,tenant, or spouse who is required to file Form 1042, Annual Withholding Tax Return for U.S. Source Income of Foreign Persons Complete lines 1,2,3 (if applicable),4a-5b, 7a-b (if applicable),8a,9,and 16a-c. Is a state or local agency Serves as a tax reporting agent for public assistance recipients under Rev.Proc.80-4,1980-1 C.B.581' Complete lines 1,2,4a-5b,8a,9,and 16a-c. Is a single-member LLC Needs an EIN to file Form 8832,Classification Election,for filing employment tax returns,or forstatereportingpurposes Complete lines 1-16c (as applicable). Is an S corporation Needs an EIN to file Form 2553,Election by aSmallBusinessCorporation®Complete lines 1-16c (as applicable). *For example,a sole proprietorship or self-employed farmer who establishes a qualified retirement plan,or is required to file excise,employment,alcohol,tobacco,or firearms returns,must have an EIN.A partnership,corporation,REMIC (real estate mortgage investment conduit),nonprofit organization (church,club, etc.),or farmers'cooperative must use an EIN for any tax-related purpose even if the entity does not have employees. 2 However,do not apply for a new EIN if the existing entity only (a)changed its business name,(b)elected on Form 8832 to change the way it is taxed (or iscoveredbythedefaultrules),or (c)terminated its partnership status because at least 50%of the total interests in partnership capital and profits were sold orexchangedwithina12-month period.(The EIN of the terminated partnership should continue to be used.See Regulations section 301.6109-1(d)(2)(iii).) *Do not use the EIN of the prior business unless you became the"owner”of a corporation by acquiring its stock. *However,IRA trusts that are required to file Form 990-T,Exempt Organization Business Income Tax Return,must have an EIN. *A plan administrator is the person or group of persons specified as the administrator by the instrument under which the plan is operated. *Entities applying to be a Qualified Intermediary (Ql)need a QI-EIN even if they already have an EIN.See Rev.Proc.2000-12. 7 See also Household employer on page 4.(Note:State or local agencies may need an EIN for other reasons,e.g.,hired employees.) ®Most LLCs do not need to file Form 8832,See Limited liability company (LLC)on page 4 for details on completing Form SS-4 for an LLC. ®An existing corporation that is electing or revoking S corporation status should use its previously-assigned EIN. @ DRAFT Seldovia Bulk Fuel Upgrade Grant Agreement Number 2195243 Page 18 of 19 Appendix 6 EIN POWER OF ATTORNEY AEA:Rev.11/04 C:\Documents and Settings\ann\Local Settings\Temporary Internet Files\OLK67\DRAFT Grt 2195243 Seldovia BF.doc rom 2046 Power of Attorney OMB No.1545-0150 (Rev.January 2002)and Declaration of Representative For IRS Use Only Department of the Treasury Received by: Internal Revenue Service >»See the separate instructions.Name E2Ra)Power of Attorney (Type or print.)Telephone Function 1__Taxpayer information.Taxpayer(s)must sign and date this form on page 2,line 9.Date // Taxpayer name(s)and address Social security number(s)|Employer identification 'CIO R:number te 102 :Fairbz:: Daytime telephone number |Plan number (if applicable) () hereby appoint(s)the following representative(s)as attorney(s)-in-fact: 2 __Representative(s)must sign and date this form on page 2,Part ll. Name and address CAF No. Telephone NO...........c.cee cee eee ece ee eeeee Lay Dak (6Checkifnew:Address []Telephone No.OJ Name and address FVoil \( Telephone No.......--...------2---2--eeeeeeee Fax NO,__...222...e eee ence cece ee eee ence eee eees Check if new:Address []Telephone No.(] Name and address CAF No. Telephone No........-...-------------eeeeeeee Fax NO._..2 2222 2.22 2.cece eee eee eee eee eee eee Check if new:Address []Telephone No.[J to represent the taxpayer(s)before the Internal Revenue Service for the following tax matters: 3 Tax matters Type of Tax (Income,Employment,Excise,etc.)Tax Form Number Year(s)or or Civil Penalty (See the instructions for line 3.)(1040,941,720,etc.)Period(s) 4 Specific use not recorded on Centralized Authorization File (CAF).If the power of attorney is for a specific use not recorded on CAF,check this box.See the instructions for Line 4.Specific uses not recorded on CAF.........C) 5 Acts authorized.The representatives are authorized to receive and inspect confidential tax information and to perform anyandallactsthat|(we)can perform with respect to the tax matters described on line 3,for example,the authority to sign anyagreements,consents,or other documents.The authority does not include the power to receive refund checks (see line 6below),the power to substitute another representative,the authority to execute a request for a tax return,or a consent todisclosetaxinformationunlessspecificallyaddedbelow,or the power to sign certain returns.See the instructions for Line 5.Acts authorized. List any specific additions or deletions to the acts otherwise authorized in this power of attorney:__......-----------+--+-22++-+ 06 Note:/n general,an unenrolled preparer of tax returns cannot sign any document for a taxpayer.See Revenue Procedure 81-38, printed as Pub.470,for more information. Note:The tax matters partner of a partnership is not permitted to authorize representatives to perform certain acts.See the separate instructions for more information. 6 Receipt of refund checks.If you want to authorize a representative named on line 2 to receive,BUT NOT TO ENDORSE OR CASH,refund checks,initial here _____and list the name of that representative below. Name of representative to receive refund check(s)> For Paperwork Reduction and Privacy Act Notice,see the separate instructions.Cat.No.11980J Form 2848 (Rev.1-2002) Form 2848 (Rev.1-2002)Page 2 7 Notices and communications.Original notices and other written communications will be sent to you and a copy to thefirstrepresentativelistedonline2unlessyoucheckoneormoreoftheboxesbelow. a If you want the first representative listed on line 2 to receive the original,and yourself a copy,of such notices or communications,check this box ...ne 4bIfyoualsowantthesecondrepresentativelistedtoreceivea5copyofsuchnoticesand'communications,check this box.»L]c_If you do not want any notices or communications sent to your representative(s),check this box.......¥0 8 Retention/revocation of prior power(s)of attorney.The filing of this power of attorney automatically revokes all earlierpower(s)of attorney on file with the Internal Revenue Service for the same tax matters and years or periods covered bythisdocument.If you do not want to revoke a prior power of attorney,check here....2...FOYOUMUSTATTACHACOPYOFANYPOWEROFATTORNEYYOUWANTTOREMAININEFFECT. 9 Signature of taxpayer(s).If a tax matter concerns ajoint return,both husband and wife must sign if joint representation is requested,otherwise,see the instructions.If signed by a corporate officer,partner,guardian,tax matters partner,executor, receiver,administrator,or trustee on behalf of the taxpayer,|certify that |have the authority to execute this form on behalf of the taxpayer. >IF NOT SIGNED AND DATED,THIS POWER OF ATTORNEY WILL BE RETURNED. Signature Date Title (if applicable) eo printName oe""Signature itst-"'éOSOSOS;*;*;*;*;*;*CM]S*C*C'C"'"('('('(CTitle (if applicable) Print Name Part Il Declaration of Representative Caution:Students with a special order to represent taxpayers in Qualified Low Income Taxpayer Clinics or the Student Tax Clinic Program,see the separate instructions for Part Il. Under penalties of perjury,|declare that: e |am not currently under suspension or disbarment from practice before the Internal Revenue Service; @ |am aware of regulations contained in Treasury Department Circular No.230 (31 CFR,Part 10),as amended,concerning the practice of attorneys,certified public accountants,enrolled agents,enrolled actuaries,and others; @ |am authorized to represent the taxpayer(s)identified in Part |for the tax matter(s)specified there;and @ |am one of the following: a Attorney a member in good standing of the bar of the highest court of the jurisdiction shown below. Certified Public Accountant duly qualified to practice as a certified public accountant in the jurisdiction shown below. Enrolled Agent enrolled as an agent under the requirements of Treasury Department Circular No.230. Officer a bona fide officer of the taxpayer's organization. Full-Time Employee a full-time employee of the taxpayer. Family Member a member of the taxpayer's immediate family (i.e.,spouse,parent,child,brother,or sister). Enrolled Actuary enrolled as an actuary by the Joint Board for the Enrollment of Actuaries under 29 U.S.C.1242 (the authority to practice before the Service is limited by section 10.3(d)(1)of Treasury Department Circular No.230). h Unenrolled Return Preparer an unenrolled return preparer under section 10.7(c)(1)(viii)of Treasury Department Circular No.230. >IF THIS DECLARATION OF REPRESENTATIVE IS NOT SIGNED AND DATED,THE POWER OF ATTORNEY WILL BE RETURNED.awnreoand&Designation Insert |Jurisdiction (state)or Signature Date above letter (a h)Enrollment Card No. b Alaska b Alaska h Alaska Form 2848 (Rev.1-2002) DRAFT Seldovia Bulk Fuel Upgrade Grant Agreement Number 2195243 Page 19 of 19 Appendix 7 TAX INFORMATION AUTHORIZATION AEA:Rev.11/04 C:\Documents and Settings\ann\Local Settings\Temporary Internet Files\;OLK67\DRAFT Grt 2195243 Seldovia BF.doc 8871 OMB No.1545-1165 ...For IRS Use 0FormTaxInformationAuthorizationreceRev.April 2004).Peer of te rreasuy >Do not use this form to request a copy or transcript of your tax return.Name Internal Revenue Service Instead,use Form 4506 or Form 4506-T.a {} Function Date // 1 Taxpayer information.Taxpayer(s)must sign and date this form on line 7. Taxpayer name(s)and address (type or print)Social security number(s)Employer identification number anson «: e 102 iks,At: Daytime telephone number Plan number (if applicable) 2 Appointee.If you wish to name more than one appointee,attach a list to this form. Name and address (oy:\=i \(ca Telephone No.....2......2.2 22ccee ee eeeeee eee ee Fax NO.ooo...cece ee eee cece eee cece Check if new:Address [Telephone No.[J FaxNo.[ 3 Tax matters.The appointee is authorized to inspect and/or receive confidential tax information in any office of the IRS for the tax matters listed on this line.Do not use Form 8821 to request copies of tax returns. (a)(b)(c)Type of Tax Tax Form Number Year(s)or Period(s)Income,Empioyment,Excise,etc.::.(or Chall Penalty )(1040,941,720,etc.)(see the instructions for line 3) (d) Specific Tax Matters (see instr.) 4 Specific use not recorded on Centralized Authorization File (CAF).If the tax information authorization is for a specificusenotrecordedonCAF,check this box.See the instructions on page 3.If you check this box,skip lines 5 and6 .»(1 5 Disclosure of tax information (you must check a box on line 5a or 5b unless the box on line 4 is checked): a If you want copies of tax information,notices,and other written communications sent to the appointee on an ongoingbasis,check this box 2 6 0 0 J.-Oo b If you do not want any copies of notices or communications sent to your appointee,check this box...>O6Retention/revocation of tax information authorizations.This tax information authorization automatically revokes all prior authorizations for the same tax matters you listed on line 3 above unless you checked the box on line 4.If you donotwanttorevokeapriortaxinformationauthorization,you must attach a copy of any authorizations you want to remainineffectandcheckthisbox....nnTorevokethistaxinformationauthorization,see the instructions on1 page 3. 7 Signature of taxpayer(s).If a tax matter applies to a joint return,either husband or wife must sign.If signed by acorporateofficer,partner,guardian,executor,receiver,administrator,trustee,or party other than the taxpayer,|certifythat|have the authority to execute this form with respect to the tax matters/periods on line 3 above. p>IF NOT SIGNED AND DATED,THIS TAX INFORMATION AUTHORIZATION WILL BE RETURNED. Signature Date Signature Date Print Name Title (if applicable)Print Name Title (if applicable) O im O O O PIN number for electronic signature Oo ma C]5]PIN number for electronic signature For Privacy Act and Paperwork Reduction Act Notice,see page 4.Cat.No.11596P Form 8821 (Rev.4-2004) R&R FundAccount First National Bank Alaska Renewal and Replacement Account Escrow Managed "First Investment”Account Agreement Dated:Account No. The parties to this deposit account agreement are ,TIN No. (hereinafter "depositor”)and First National Bank Alaska (hereinafter "bank”).The agreement of the parties is as follows: 1.Money paid to bank for credit to the above account and interest earned thereon and credited to the above account shall constitute the "Renewal and Replacement Account”of depositor specified under the terms of depositor's agreement with the Denali Commission intended for use by depositor for replacement and repair of capital expenditure items that are part of depositor's Energy Facility as contemplated under that agreement.Depositor hereby represents and warrants,which representations and warranties shall be continuing and shall be deemed to be reaffirmed upon each instruction given by depositor,that:(a)depositor is duly organized and existing under the laws of the jurisdiction of its organization,with full power to carry on its business as now conducted,to enter into this agreement and to perform its obligations hereunder;(b)this agreement has been duly authorized,executed and delivered by depositor,constitutes a valid and legally binding obligation of depositor,enforceable in accordance with its terms,and not statute,regulation,rule,order,judgment or contract binding on depositor prohibits depositor's execution or performance of this agreement;(c)the Taxpayer Identification Number shown above (TIN)is depositor's correct taxpayer identification number;and (d)depositor is not subject to backup withholding because taxpayer is an exempt recipient under the Internal Revenue Service Regulations. 2.Under the terms of its agreement with Denali Commission,depositor is obliged to pay to bank the sum of $and a like sum,not later than the last day of each and every month thereafter until the expiration of this agreement,equal to 1/12 of the annual deposit required in the respective year,as set forth in Attachment D entitled "40 Year Renewal and Replacement Cashflow”and any revisions thereof to be administered by FNBA in accordance with the terms hereof.Bank will furnish to depositor payment coupons that may be submitted by depositor with a payment to bank for credit to the above account.Bank will give only provisional credit until collection is final for any item,other than cash,bank accepts from depositor (including items drawn "on us”).Actual credit for payments of,or payable in,foreign currency will be at the exchange rate in effect on final collection in U.S.dollars. Bank is not responsible for transactions by mail or at an outside depository until it actually record them at it Escrow Department.Bank will treat and record all transaction received after bank's "daily cutoff time”on a business day bank is open,or received on a day bank's escrow department is not open for business on the next following day bank's Escrow Department is open. 3.Bank shall credit to the above account interest earned on the account balance in accordance with the provisions of bank's "First Investment Account”agreement,as amended by bank from time to time. 4,Bank shall disburse credit to the account to the order of depositor when it receives a resolution from depositor in the form of Attachment A hereto.Any two officers of depositor,acting together,may execute a resolution in the form of Attachment A to withdraw or transfer all or any part of the above account balance at any time.Bank may require not less than 7 days after receiving such a resolution before a withdrawal.Depositor authorizes any officer of depositor to endorse any item payable to depositor or depositor's order for deposit to the above account or any other transaction with bank.Bank may require the governing body of the legal entity opening this account to give bank a separate authorization telling bank who is authorized to act on its behalf.Bank will not honor the authorization until bank actually receives at its Escrow Department written notice of a change from the governing body of depositor. Seldovia Fuel and Lube,Inc. R&R Fund Account -Sample Documents 1 5.Bank's current fee schedule for its services hereunder is attachment B hereto.Bank's set-up fee and first year's annual fee have been paid to bank as of the date of acceptance of this account by bank specified below. Future annual fees shall be due and payable by depositor to bank on the same day each consecutive year of the term hereof.An annual fee is due and earned when an account year begins.The first account year begins on the effective date hereof.Any fee due and payable to bank hereunder may be charged against the above account when due.Bank may amend Exhibit B hereto from time to time on thirty days prior written notice to depositor. 6.On the last calendar day of each month of the term hereof,bank shall furnish to depositor and Denali Commission a written statement of the above account specifying the account balance,and any payment(s) received and interest earned credited to the account,as well as all disbursements of credit to the account to the order of depositor and fees charged to the account by bank,since the last statement date.Until further instructed in writing Statements shall be furnished to depositor and Denali Commission by mailing the same in a first class postage prepaid envelope addressed as follows: To Depositor:To Denali Commission Depositor must examine its statement of account with "reasonable promptness.”If depositor discovers (or reasonably should have discovered)any unauthorized signatures or alterations,depositor must promptly notify bank of the relevant facts.As between depositor and bank,if depositor fails to do either of these duties,depositor will either share the loss with bank,or bear the loss entirely itself (depending on whether bank used ordinary care and,if not, whether bank substantially contributed to the loss).The loss could be not only with respect to items on the statement but other items with unauthorized signatures or alterations by the same wrongdoer.Depositor agrees that the time it has to examine its statement and report to bank will depend on the circumstances,but will not,in any circumstance exceed a total of 30 days from when the statement is first sent or made available to depositor.Depositor further agrees that if depositor fails to report any unauthorized signatures,alterations,forgeries or any other errors in its account within 30 days of when bank first sends or makes the statement available,depositor cannot assert a claim against bank on any items in that statement,and as between depositor and bank the loss will be entirely depositor's. 7.Bank's duties are determined from these instructions alone and without reference to other agreements,including,without limitation,any agreement between depositor and Denali Commission,and no covenant or obligation shall be implied against bank in connection with this agreement. 8.The effective date hereof is the date of acceptance of the account as specified by bank below. Money received by bank prior to acceptance is deemed to be received on the date of acceptance. 9.Bank may assign its duties hereunder (and thereby be released from its duties)to any corporation regularly engaged in the business of providing,in Alaska,the service bank is required to provide hereunder. 10.Bank may terminate the above account upon 30 days written notice to depositor and Denali Commission.After such termination bank will pay any account balance to the order of depositor. 11.Bank is deemed to have notice only when notice is actually received at its Escrow Department office, which does not include any branch office of bank. 12.A claim against bank is unenforceable unless an action is commenced within 90 days after termination of this agreement. 13.Bank shall not be liable for any costs,expenses,damages,liabilities or claims including attorneys' and Accountants'fees (collectively,"Losses”)incurred by or asserted against depositor except those Losses arisingoutofthenegligenceorwillfulmisconductofbank.In no event shall bank be liable to depositor or any third party forspecialindirectorconsequentialdamages,or lost profits or loss of business,arising in connection with this agreement. Seldovia Fuel and Lube,Inc. R&R Fund Account -Sample Documents 2 14.Bank has no duty to look to the propriety or application of any payment or distribution made to depositor,or to the order of depositor,and depositor agrees to indemnify bank and hold bank harmless from and against any and all Losses sustained or incurred by or asserted against bank by reason of or as a result of any action or inaction,or arising out of bank's performance hereunder,including reasonable fees and expenses of counsel incurred by bank in a successful defense of claims by depositor;provided,that depositor shall not indemnify bank for those Losses arising out of bank's negligence or willful misconduct.This indemnity shall be a continuing obligation of depositor,its successors and assigns,notwithstanding the termination of this agreement. 15.Bank shall have no duty or responsibility to inquire into,make recommendations,supervise,or determine the suitability of any transactions affecting the above account. 16.Bank shall be entitled to rely upon any resolution in the form of Attachment A actually received by bank and reasonably believed by bank to be duly authorized and delivered. 17.Bank is authorized to supply to any third party any information regarding the above account which is required by any law,regulation,rule or court order (including without limitation any subpoena)now or hereafter in effect. 18.Bank shall not be responsible for preparing or filing any tax report or return nor for the payment of any tax assessed against,or with respect to,any of the assets of the above account or any transaction for the account of depositor. 19.Each and every right granted to either party hereunder or under any other document delivered hereunder or in connection herewith,or allowed it by law or equity,shall be cumulative and may be exercised from time to time.No failure on the part of either party to exercise,and no delay in exercising,any right will operate as a waiver thereof,nor will any single or partial exercise of any other right. 20.In case any provision in or obligation under this agreement shall be invalid,illegal or unenforceable in any jurisdiction,the validity,legality and enforceability of the remaining provisions shall not be amended or modified in any manner except by a written agreement executed by both parties.This agreement shall extend to and shall be binding upon the parties hereto,and their respective successors and assigns. 21.This agreement shall be construed in accordance with the substantive laws of the State of Alaska, without regard to conflicts of laws principles thereof.Depositor and bank hereby consent to the jurisdiction of a state or federal court situated in the Third Judicial District,State of Alaska,in connection with any dispute arising hereunder.Depositor hereby irrevocable waives,to the fullest extent permitted by applicable law,any objection which it may now or hereafter have to the laying of venue of any such proceeding brought in such a court and any claim that such proceeding brought in such a court has been brought in an inconvenient forum.Depositor and bank each hereby irrevocably waives any and all rights to trial by jury in any legal proceeding arising out of or relating to this agreement.To the extent that in any jurisdiction depositor may hereafter be entitled to claim,for itself or its assets, immunity from suit,execution,attachment (before or after judgment)or other legal process,depositor irrevocably agrees not to claim,and it hereby waives,such immunity. Seldovia Fuel and Lube,Inc. R&R Fund Account -Sample Documents 3 22.This agreement and the attachments hereto constitute the entire agreement of the parties.Bank has not made representations or assurances to depositor not stated herein. Date: Depositor By: By: First National Bank Alaska accepted this account on By: Seldovia Fuel and Lube,Inc. R&R Fund Account -Sample Documents 4 Wells Fargo Renewal and Replacement Account Escrow Managed "Regular Savings”Account Agreement ,2005 Account No. 1.The parties to this agreement are (Owner),and Wells Fargo.Owner hereby appoints Wells Fargo,acting through its Trust Department,as the Invested Escrow Agent for the investment and disbursement of the funds in accordance with this agreement. Wells Fargo agrees to serve as Invested Escrow Agent,pursuant to the terms set forth in this agreement. 2.Monies deposited by the Owner with Wells Fargo shall be for the purpose of establishing an R&R Account,which shall be used for replacement and repair of capital expenditure items with regard to the Owner's Energy Facility,which is partially or fully funded with monies from the Denali Commission. 3.Onor before ,2005,Owner shall deposit the sum of $ and a like sum,not later than the last day of each and every month thereafter,until the expiration of this agreement,equal to 1/12 of the annual deposit required in the respective year,as set forth in Attachment D entitled "40 Year Renewal and Replacement Cashflow” and any revisions thereof to be administered in accordance with the terms of this Agreement. 4.The funds shall be deposited into an interest bearing "Regular Savings”account. Disbursements from this account will be restricted and can only be approved by Wells Fargo's Escrow Department pursuant to this agreement. 5.Upon written instruction from Owner,in the form of a Resolution identical to Attachment A, signed by two parties,Wells Fargo's Escrow Department shall disburse funds to the Owner. 6.The interest earned on the account shall accrue for the benefit of the Owner. 7.Wells Fargo will assess the fees and charges set forth in the fee schedule which is attached as Attachment B. 8.Wells Fargo will compile a "Monthly Report”,at the end of each calendar month,on all Renewal and Replacement Accounts that are established under similar agreement.This report will show all account activity by each Owner including;deposit amounts,date of deposits,disbursements,and date of disbursements.Monthly reports shall be sent to: Denali Commission Attn:Chief of Staff 510 L Street Suite 410 Anchorage,AK 99501 Seldovia Fuel and Lube,Inc. R&R Fund Account -Sample Documents 5 9.Wells Fargo shall have no duties not expressly provided for herein,and will not incur liability if it substantially complies with the instructions contemplated herein,using reasonable care in executing transactions,and in safekeeping the funds. Wells Fargo By:Date Its: (Owner) Date By: Its: Taxpayer ID # Address: Seldovia Fuel and Lube,Inc. R&R Fund Account -Sample Documents 6 PLEASE COMPLETE THIS AREA TO INSURE CORRECT ROUTING ORIGINATED BY ACCEPTED COPY Acct.#RETURN TO TO:WELLS FARGO BANK ALASKA (WF), its Successors and assigns Date: |hand you herewith the following described item(s): Beginning Balance $P ots Maturity Date oOo Monthly Qo Quarterly ia}Semi-Annually a Annually First payment due:Interest start date at Payments made in excess of the regular scheduled amount Oo will C_swill not satisfy future payments due. Excess funds o will Oo will not be applied to prior .Interest ion based on Qo 360 days a 365 days. Attached:G_sExhibit A Special Payment Provisions O Exhibit B Multiple Disbursements O Exhibit C Partial Releases O Exhibit D Reserves Additional Instructions: You are authorized to charge my WF Account #Os forthe scheduled escrow payments,O _sballoon payments. Payer Signature Remit payments to payee: Address Or Credit Payments to:Oo Cashier's Check a E.F.T.(Enclose voided check) Oo Checking Os Savings:WF Acct.No.(Disbursement fees paid by payee per payment/transaction) Upon execution of this agreement the parties herein agree to pay fees in accordance with the current fee schedule,fees are collected per paymentitransaction.Set up fee:CG sopaid QO collect from first payment.Fees Paid by:©Payee O Payer 0 sDivide Equally (Fees Subject to Change Without Notice)O We request late payment monitoring (additional fee) Unless otherwise instructed,all service charges and fees will be charged to Payee. WF is hereby authorized to deliver,by registered mail or the i and/or herein i to any one of the undersigned Payees for and on behalf of ali Payees at any address given below or such other address as any one of the Payees shail i in writing upon Payee's request or at WF's option under the following conditions: At Payee's request when: (a)Any payment is delinquent 30 days or more;or (b)Payee fumishes WF evidence that Payer has received at least 20 days'written notice of Payee's intent to terminate,delivered by registered or certified mail. At WP's option when:(a)One payment has been delinquent for three months and WF has provided 10 days'prior notice to Payee and Payer. (b)Upon 30 days'prior written notice by WF to Payee and Payer. We the undersigned have read this Agreement,including the Terms and Conditions set forth on the reverse side,and understand the contents thereof and acknowledge that the terms of the Agreement are Satisfactory to each of us.Upon receipt by the Bank of the final payment,the Bank will deem the contract satisfied and the instr and/or will be to the Payer.Under penalty of perjury,|certify that the Social Secunty or Employer |.0.Number provided below is true,correct and compiete,and |am not subject to backup withholding. Date Date PLEASE PRINT NAME SOCIAL SECURITY NO.OR EMPLOYEE I.D.NO.PLEASE PRINT NAME SOCIAL SECURITY NO.OR EMPLOYEE [.D.NO. PAYEE (SELLER)SIGNATURE PAYER (BUYER)SIGNATURE ADDRESS ADDRESS PLEASE PRINT NAME SOCIAL SECURITY NO.OR EMPLOYEE I.D.NO.PLEASE PRINT NAME SOCIAL SECURITY NO.OR EMPLOYEE 1.0.NO. PAYEE (SELLER)SIGNATURE PAYER (BUYER)SIGNATURE ADDRESS ADDRESS Received above item(s)subject to conditions herein mentioned. Wells Fargo Bank Alaska. By PLEASE COMPLETE THIS AREA TO INSURE CORRECT ROUTING Seldovia Fuel and Lube,Inc. R&R Fund Account -Sample Documents 7 WELLS FARGO BANK ALASKA ESCROW AGREEMENT Terms and Conditions Payments.Payer shall pay all sums due Payee from time to time in the manner set forth herein to WF Escrow Service Department,at P.O.Box 100600,Anchorage,Alaska99510-0600 or such other address as may be directed by WF in the future.WF shail accept all payments tendered on this transaction,regardless of whether they are partial,full,or additional payments or whether they are tendered before or after the payment due date.WF shall have no duty or obligation to refuse any payment nor shail it beresponsiblefordeterminingthesufficiencyofanysuchpaymentunlessotherwiseagreedinwritingbyWF.WF will credit the account for payments as received and willdisbursefundsthefollowingbusinessday,but shall not be required to disburse to Payee prior to the time WF determines the payment is from collected funds.If any checkreceivedbyWFisdishonoreduponpresentmentforanyreason,WF may notify Payee of such dishonor and the amount of funds which WF has disbursed to Payee or othernamedPayeesinrelianceuponPayer's dishonored payment.Upon receipt of such notice,Payee shall promptly remit to WF the amount of such funds so disbursed by WFtogetherwithWF's then customary charge for the handling of returned checks,which charge shail be stated in the notice sent to Payee.WF is hereby given authority to reversethecredittoanaccounttowhichithasdisbursedfundsand/or to deduct from Payee's account the amount of the charge plus the amount of funds it has disbursed in reliance upon said dishonored payment.If two (2)checks are dishonored during any calendar year for any reason,WF may without notice terminate this account,cancel this AgreementandreturnthedocumentstoPayee. Interest Computation.Interest will be computed on a 365-day factor,except for leap year.Payments will be applied first to WF's fees,then to interest,the remainder,if any,toprincipal.The parties shall have 30 days in which to dispute the application of payments as computed by WF.WF shail be notified of any such dispute in writing within 30 days.If WF does not receive such notice within 30 days,alt computations made by WF shall be conclusively deemed correct.Nothing in this paragraph shall modify or change any oftheagreementsbetween,or rights and remedies of Payer and Payee,as between the two.Any modification to this method of computation must be agreed to in writing by WF. Service Charge.WF may deduct its fees and service charges from payments received or credited to Payee's account.If fees or service charges are not received within 30 days of their due date,WF is authorized to terminate this Agreement without notice and deliver the documents to Payee.The expenses of closing of this collection may be deducted from the proceeds of the final payment.Service charges and fees are set forth in WF's published rates,which are subject to change from time to time without notice. Disputes.In the event of any dispute or misunderstanding,WF shall have the option to close the escrow and deliver instruments or documents to any one of the Payees or on behalf of the Payees upon 30 days prior written notice by WF to Payee and Payer or to hold undisbursed funds,or to require settlement by a neutral party,such as an arbitrator for determination,or to pursue any legal remedies which may be available to it,including the right to deposit the subject matter hereof in interpleader in the appropriate court of the Third Judicial District,Anchorage,Alaska,and upon so doing to be absolved from all further obligations or liability hereunder.Payee and Payer jointly and severally agree to pay to WF all costs and expenses incurred by WF,including actual attorney's fees,in any interpleader action. Limitation of WF's Responsibility.WF shall be responsible only for the exercise of ordinary care in performing the duties set forth in this Agreement.WF shall be relieved from any further or additional liability beyond the performance of the duties expressly set forth herein.The parties hereto jointly and severally agree to defend,indemnify,and hold WF,its officers,employees,shareholders,attorneys,directors,agents and representatives harmless from and against,and to pay on demand all claims,costs,damages, judgments,attorney's fees,expenses,obligations and liabilities of every kind and nature suffered or incurred in connection with this Agreement except any liability founded upon WF's failure to exercise ordinary care in performing the duties contained herein.Payee and Payer agree that WF will not be responsible for any of the following. (a)To notify any party of nonpayment or declaration of default,condemnation or the condition of any property;(b)|To construe,enforce or determine the performance or nonperformance of any terms of the documents underlying the transaction;(c)To determine if any agreement or document is in compliance with local,state,or federal laws and regulations; (d)To determine the authenticity,validity,enforceability or sufficiency of any document deposited,or for the accuracy of description of any such document,the description having been furnished by the parties; (e)To give notice of any change of ownership or to enforce any due-on-sale or similar provisions;(f)To determine if any payment schedute will amortize any obligation;(g)|To determine the sufficiency or verification of the account balances on any other previously or subsequently-recorded encumbrance or security interest against theproperty,including security interests which this collection agreement may,in whole or in part,satisfy;further,WF does not assume any responsibility for determining if any payments being made by this escrow to satisfy,in whole or in part,any other obligation will,in fact,amortize the obligation receiving the payments hereunder at or before the satisfaction of this escrow; (h)To pay or notify any party regarding recording of documents,perfection of security interests,or nonpayment of insurance premiums,taxes or other assessments or encumbrances; (i)To assess,bill,collact or pay any late charges due under the terms of the documents deposited herewith unless otherwise agreed in writing by WF;(j)For the determination of balances to third parties or overpayments to them where instructed to credit payments to persons other than the Payee; (k)To verify or determine whether the assignment of the payments under this escrow for security purposes or otherwise does not create a default in the terms of the documents underlying this transaction; (I)To account or give credit for any payment made or received outside this collection; (m)To vote or exercise any of the rights of ownership of corporate stock or similar items deposited herewith;or (n)To perform any act not expressly set forth in this Agreement even though contained in any documents deposited herewith. The liability of WF for negligent performance,or negligent non-performance,shall be limited to the amount of charges or fees charged to the parties hereto,under this Agreement,for the month in which any damages are incurred.Under no circumstances will WF be liable for any special,consequential,or punitive damages.Notwithstanding any other provision of this Agreement,WF will not be liable for any damage,loss,liability,or delay caused,directly or indirectly,in whole or in part,by those items set forth above. Lien-Offset.WF shall have a first and paramount lien on ail documents,monies and things deposited in connection with this Agreement and the right of offset against any WFaccountofanypartyheretotosecurepaymentofallcosts,expenses,obligations and fees due WF. Agreement Controls.In the event of conflict or omission between the documents deposited in connection with this Agreement,this Agreement shall control as to WF.WF shall not be responsible for determining the existence of any such conflict or omission. Authority to Release information.!f any party to this Agreement sells or contracts to sell the property described in the documents deposited herewith,or applies for financing secured by the property,WF is authorized to furnish to the lender,closing agent,or any other interested party,any information concerning the status of this account,including the payment records and copies of the documents deposited. Authority to Transfer.WF is authorized to assign,delegate and/or transfer all its duties and the documents held hereunder to another institution upon ten (10)days'prior written notice to Payer and Payee.Upon such transfer,WF shall be relieved of all further duties and liabilities under or related to this Agreement. Notice.Any notice to WF required or permitted hereunder shall be sent certified or registered mail to Wells Fargo Bank Alaska Escrow Service Department,P.O.Box 100600,Anchorage,Alaska 99510-0600,or such other address as may be designated by WF.Notice shall be effective only when received in the Escrow Service Department. General.This Agreement may be modified or amended only by written instructions accepted by WF and payment of the applicable fee.This Agreement is intended for the solebenefitofthepartieshereto,and shall not be construed to create any rights in third parties.This Agreement shall be governed and interpreted in accordance with the laws oftheStateofAlaska,and any litigation arising out of or relating to this Agreement to which WF is a party shall be commenced and maintained only in the appropriate court of the Alaska State Court System,Third Judicial District,at Anchorage. Seldovia Fuel and Lube,Inc.8 R&R Fund Account -Sample Documents ATTACHMENT A Resolution for Disbursement of Renewal and Replacement Funds for Energy Facility An Identical Resolution to This Must be Passed and Signed by the Community To Withdraw Funds from The R&R Account Community of Resolution No. WHEREAS,the Community of has established an escrow managed interest bearing renewal and replacement account with the financial institution of for the purpose of renewal and replacement expenditures related to the facility,which was partially or fully funded by the Denali Commission, and WHEREAS,pursuant to the communities approved business plan for facility the community has agreed that funds deposited into this renewal and replacement account will only be used for the renewal and replacement of facility,and WHEREAS,eligible withdrawal of funds from this account must be for the labor,transportation,equipment rental, professional services,materials,equipment and other costs for the replacement and repair of assets essential to the on-going sustainability of the facility.For energy facilities this is including but not limited to:Access Roads,Buildings,Poles,Transformers,Generators,Radiators,Electrical Systems,Wires,Meter Systems,Pumps,Fencing,Fuel Storage Tanks,Fuel Distribution Systems,Walkways,Access Roads Dispensers, Fill Stations,Tank Liners,Fencing,Pad,Valves,Pipelines,Piling,Decks,Manwalks,Headers,Ground Maintenance and Containment Systems THEREFORE,the Community of hereby attests that the funds being requested from the escrow managed interest bearing renewal and replacement account with the financial institution of is for renewal and replacement expenses related to the facility as outlined above and is not being used for any other purpose,and THEREFORE,the Community of requests the total sum of $for the following detailed expenses Signed by two people representing the community, Seldovia Fuel and Lube,Inc.9 R&R Fund Account -Sample Documents ATTACHMENT B How to Establish a Renewal and Replacement Account for Background Under the guidelines of Denali Commission funding a community is required to have a business plan that outlines Denali Commission Funded Public Infrastructure how the Denali Commission funded project will be operated and maintained.One of the conditions required in the business plan is a community established Renewal and Replacement (R&R)Account.An R&R account will provide a mechanism for the community to save money for the inevitable renewal and replacement costs associated with the facility. General Guidelines of a Renewal and Replacement Account e =©Allows community to make monthly deposits e Must be an interest bearing account e Only allows withdrawal of funds for Renewal and Replacement costs of the facility. ©Requires a Resolution from the community certifying funds are being used for Renewal and Replacement expenses related to the facility that was partially or wholly funded by the Denali Commission. e Account must allow for Denali Commission and other Auditing agencies to monitor deposit and withdrawal activity (Monthly Reports on account activity must be sent to Denali Commission) Financial Institutions The Denali Commission has negotiated terms with two Financial Institutions that will allow for the unique guidelines of these R&R accounts.Other institutions that will allow accounts that meet the guidelines above are acceptable. First National Bank Wells Fargo Contact Person Lorraine O'Neal Sr.Escrow Officer First National Bank Operations Center 1751 Gambell St. Anchorage,AK 99501 Phone:(907)777-3424 Fax:(907)777-3446 Jackie Zuspan Escrow Manager Wells Fargo 301 West Northern Lights Blvd. Anchorage,AK 99503 Phone:(907)265-2162 Fax:(907)265-2170 Type of Account Escrow Managed "First Escrow Managed "Regular Investment”Account Savings”Account Set-Up Fee $30.00 $35.00 Annual/Monthly Fee $50.00 Annual Fee and $5 $3 Monthly Fee until account monthly fee until account balance is above $2,500 balance is above $300 Disbursement Fee $25.00 each time a community requests funds (through approved resolution) $5.00 each time (for a Money Order)when a community requests funds (through approved resolution) Seldovia Fuel and Lube,Inc. R&R Fund Account -Sample Documents 10 Check Writing None None Reports Monthly Report to Denali Commission on Deposit and Withdrawal activity (.50 Charge) Monthly Report to Denali Commission on Deposit and Withdrawal activity (No Charge) Requirement for Withdrawal of Funds Approved Resolution Identical to Attached Template must be submitted to Escrow Department Approved Resolution Identical to Attached Template must be submitted to Escrow Department Interest First Investment Account Tiered depending on balance of account (based on current Treasury Bill).Below are 1/02/02 rates: $0-$2,499 557% $2,500-$4,999 778% $5,000-$24,999 825% $25,000-$49,999 846% $50,000-$99,999 .887% $100,000+917% Based on the Regular Savings account: 5/20/02 rate =1% To establish an account: 1.Contact one of the representatives above 2.Tell them you need to establish a "Denali Commission Renewal and Replacement Account” 3.Sign the Account Agreement for the institution. 4.Pay set-up fee and fill out other general information to establish account Sample documents attached include: o Business plan language that requires R&R accounts o Account agreements (between institution and community)templates o Example of the resolution that is required to withdraw funds from a R&R account Seldovia Fuel and Lube,Inc. R&R Fund Account -Sample Documents 11 ATTACHMENT C EXAMPLE OF LANGUAGE IN ALL DENAI COMMISSION FUNDED ENERGY FACILTIES Financial Responsibilities There are two cost categories that will be incurred in the ongoing operation and upkeep of the Facility - O&M and R&R. The Primary Operator will incur a number of expenses relating to the O&M of the Facility.O&M items are defined as expenses that are incurred on a regular basis (administration,audits,etc)and maintenance expensesthatareincurredonanannualbasis.O&M expenses are detailed in Table C:Annual O@>M Schedule and a narrative detail is provided in Section LX:Financial Information to address estimates and assumptions. R&R costs are those expenses defined as items costing greater than $5,000 and/or that are not replaced on an annual basis.Table E:40 Year R&>R Schedule details the anticipated items,the frequency of their replacement and their present day value. The Primary Operator will maintain separate O&M and R&R accounts and will maintain a sufficient account balance to meet the O&M and R&R financial goals in this Plan.The O&M account may be an active non- interest bearing account,while the R&R account must be an interest-bearing,managed savings account, which requires two signatories and a community resolution for withdrawals,until such time as the cash balance makes an escrow account more cost effective;then the R&R account must be transferred to an interest-bearing invested escrow account that is acceptable to the Denali Commission.The Manager will be authorized to draw against the O&M funds for routine expenses of the Facility,however individual expenditures in excess of $5,000 will require the authorization of the Primary Operator's management or governing body.See AppendixA:Statement ofQualification for an overview of the Primary Operator's fiscal controls and accounting procedures. At least once a year,no later than November 30,the Primary Operator will develop a budget for the upcoming fiscal year,January 1 through December 31,for both O&M and R&R. Operations and Maintenance Guidelines The Primary Operator will establish an active non-interest bearing account for the Facility O&M so that the O&M schedule can be completed and the Facility operations can be sustained into the future.Section LX: Financial Information provides Table C:Annual OC@7M Schedule as a guide to plan for annual maintenance activities and Table D:40 Year O¢7M Cashjflow as a guide to estimated yearly O&M required contributions. These costs are based upon the O&M cost estimate provided by CRW Engineering Group,LLC,see Appendix B:O@7M and R¢>R Cost Estimate. Renewal and Replacement Guidelines The Primary Operator will establish an interest bearing escrow managed renewal and replacement account acceptable to the Denali Commission,which will ensure capitalization of an amount sufficient to maintain theR&R Schedule (see Re>R Fund Account-Sample Documents for "How to Establish a RC*R Account').It is assumed that the R&R activities for Year 20 will be funded 40%from the R&R account and 60%from debt financing,at 5.5%over 10 years.Section IX:Financial Information provides Table E:40 Year RC*R Schedule as a guide to plan for annual R&R activities,Table F:40 Year R¢7R Cashflow as a guide to estimated yearly R&R required contributions,and Table G:Loan Schedule as a guide to Year 20 R&R loan assumptions and payment schedules.These costs are based upon the R&R cost estimate provided by CRW Engineering Group,LLC, see Appendix B:OC*M and R&>R Cost Estimate. Seldovia Fuel and Lube,Inc.12 R&R Fund Account -Sample Documents The Primary Operator will periodically remit R&R funds to the administrator of its R&R escrow account according to guidelines to be established by the Denali Commission.Management and other fees charged by the escrow fund administrator will be automatically deducted from the Primary Operator's R&R escrow account,according to an Escrow Agreement or other similar document. The Primary Operator will use the estimates in this Plan for year one contributions,and in subsequent years will recalculate contributions based upon assets to be maintained as actually built. Seldovia Fuel and Lube,Inc.13 R&R Fund Account -Sample Documents ATTACHMENT D 40 YEAR RENEWAL AND REPLACEMENT CASHFLOW SF&L Inflation Rate :Initial Cost per gallon ($/gallon): Reinvestment Rate :20 Year R&R:Annual increase : Escrow Fees:20 Year Loan Proceeds:SF&L Initial Throughput (gallons):NA NA Initial Throughput (gallons):Initial Cost per gallon (§/gallon): Loan Rate:J-NA Initial Throughput (gallons):Annual increase: Loan Term:|NA Initial Cost per gallon ($/gallon): Annual increase : R &R Fund Balance Assumed Throughput (Gallons)Per Gallon Payment Year'Beg,of Annual Deposit Principal .Renewals/Interest End of Year :Debt Service Earnings (Net Year SF&L NA NA SF&L NA NA Balance SF&L.NA NA Toul Received Replacements of Fees)Balance 1 $-($$BS 14445 14445 555586 se $ -s--©0026}$-$- '2 ]]s 14,445 [is IS [8 tsoasffd S483]8 29,907]|509,476}ed ote - 3 |]$29,907 fe fs 15635f S897 |8 AG ago]|583,713|-]-|[s oo7]$ -|g."4 ]4$46,440 $$ -[$--|$16267]_-{[$1,393[§$64,099 598,305 -ee 0.027 |$-{$$ -.5 11$64,099 [$s (8St6923f $7,353 1$1,702|$75,372 613,263 -|0 $s oo!-|g.6}18 7537215 $s _-{s.8 tnoov7f -1$2201/5 95,239]|628,505]tf t™”: = dCrSS 002/$-|g - 7)[s_95,239]§18317/$§=-[$8 18,317 fs -|$2857|$116414]]644309]|Sor gs -|s-8 |]s 116414/§19057; -|$--[$19057]|S -|$2328}$137,799]|soogt7 J ef YS 00201 #-Ig.-"9 |1s 137,799/$19826/$-'$ --/$19826;tS 275648 160,382 676,928]|oe10]|$ 160,382]$ 20027/§=-|8 -|$-anoa7p YS 5502]S$2178]S$131084]|onset ff --[{8 oo3ofs ts a 11,19 131084] 214c0/$=-f 8-8 too -|$2034/8 155,777]|7ttto7Po -{1s 0.030/$ -[$ 12]1s _155,777|$22326/$ -[8S («22,326 a ee -|$3,116]$181,219]|728,977]fst SS :13]48 181,219|§23,228 |§-|$-[$23,228 $-|$3,624]$208,071 47,201;|=TS 0031/$-|$ - 14]1$ 208,071|$-24,165]§-/$__-[$24,165 _ $-|$4161|$236,398]|765,881]-|]s 0.032/§-Is18|]$ 236,398[$25141/$ss-|$-[$ 25441[T8584 4557]$257,562]|785,028]te -|[s 0.032]§ -I$a 16}18 257,562/$ 26,156/$1 8 26156)PS 55D]S$288,870]|804,054]ed]-1]$0.033 |$-|s -17||$288,870/$27,212/$ -_s_-|$[$27,212]GY 5777]§321,859 824,771 --)=|Ls 0.033 J $on 18]|$321,859/$28311/$-($B31po _4$-|$6,437]$-356,607 845,390 -|-|47s 0.033/$-I$- 1911S 356607/$29,454/§-- -(|$-{$29454]sd]7t32]8 393,193 866,525 |-|=Td 0.034 |$-1s)- 20}|$393,193]$30,643|$_-|§-[$30,643]$58,231]dS (97,0524 $ -5,923|§390,939]|-sbaaiss]YC -T Ts 0.035 |$-{§-.21]]$ 390939/$ 31,880|/$-|$--|$-_34,880 $7,725 |$-{$7,819]$422,912}|0,392]fd 0035]§-[8 -_224 1$422,9121§33,167]§--{$(|$-33,te7]77251 §-|$8,458]$456,813 933,152.--]eT 0036/§ -«|g 234 |S 456813]$ 34507/$($8 54507]TS 725/88 918G |S 492,730 956,481 _--11$0036/$-|§- 24||$ 492,730]$35900)=-/$$35,900]S725 1 §-|$9,855]$530,759 980,393.-|-|Is 0.037 |$.ig -251 ]$530,759/§37,349 $-[|$-[$37,349|$7,725 1$9,904]$ 10,417|$560,897]|1,004,903]fed YS 0.037 |$-_{8 : 26]|$560,897]§38,857|$-[$[$38,857 $7,725 |$-|$11,218]$603,240]|1,030,025|--T/s 0.038]$ -I$: 27 ||$603,246|$40,426|$-[$|840,426|-_|$7725/8 ss-|$--12,065|$648,012 1,055,776]=-t[s 0.038 |§-Is - 2a}1$ 648,012{$42,058|$--($=[$42,058]7,725 |$-|$12,9601]$695,305 1,082,170 _--t[s 0039/5 -|$a 29 |1$695305|/8 43,756/$-|$ -|$43,750]sss 772578-1 $13,906]$745,243]|1,109,225]-|1$0.039 |$.Ig30148745,243/$45523/§ -|$ -[$45523]S$7,72518 69,366|$13,5181 $727,192]|-_1,136,955 "|-T1$0.040 |$1s - 31 ||s 727,192|/$ 47301/$ss -[$-[$47,361 $-[$14,544]$789,097]|1105379]fC dC o0|$ -[$s32]|$_789,097]$49,273|$-|$-[$__49,273 $-|$15,782]§854,152 1194514,-{-[[$s 0.041 |§-|s -33}|$ 8541521$51,263 |§-|$[8 51,263f $-|$17,083]$922,498 ||1,224,377|ef)-|1$0.042($-|$: 34)18 922,498]$§53,332/§-|$|$53,332 $-)$__18450]$994,280]|1,254,980]se -||$0.042 |$-|$_- 35]|5 oo4280]$ssasofs -($ss -[$55,486]jf $18,494]§19,656]§1,057,928]|1,286,361]fi CSC CdC: S36]1$1,057,928]$57,726/$ss-|$-[$57,726 _ $-|$21,159]$1,136,812]|1,318,520]-[_-|{$ oo4|s -[§-.| 37]|S 1136812 60,057/$[$$60,057 §-|$22,736]$1,219,605]|1,351,483 |_--[1s 0.044 |$-I$38}]$1,219,005/$ 624a1/s -|[$ss -$n]dS 24392]§1300479]|1385270]-|{8 ooas|$a 39 ||s 1,306,479]$65,004 |§_-($-{$65004]sf YS 26,130]$1,397,613]|1,419,901 fo -|{$__oo ]$[gs 40}1s 1,397,613]67,629!-1$-'§67,629 |$:$1,359,501 |$762|$106,503 1,455,399 :"I fs 0.046 |$-[s : Seldovia Fuel and Lube Inc. R&R Fund Account -Sample Documents 13