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Nanwalek Bulk Fuel Facility April 2, 2004
Business Operating Plan of the Nanwalek Bulk Fuel Facility APRIL 2,2004 Native Village of Nanwalek a/k/a Nanwalek IRA Council P.O.Box 8026 Nanwalek,AK 99603 Phone:(907)281-2274 Fax:(907)281-2252 TABLE OF CONTENTS PAGE I.EEXECUTIVE SUMMARY ...csccssssssesecccccccnsccssssescssnccssnsssssescssevsccccccesesceccecccaccccccccccscecossusscossccesscccseceasseees 2 Document Interrelationships essasasssacacacacacacasesssacacacacacacneaeaeacnenesesesessesssesenseenee 2 II.BACKGROUND ....cccccoccssssscsccssssescssssesscccvscsecenscscscccecssccccccscccccscescccnsscsssseseacouce 3 Selected Statistics -Nanwalek.......cscssssssssscssesocesscssssssesssesesesecesesssesesssssssssssssessssessnesssessesesssseseseseseseessnes 3 TIT.FACILITY UPGRADE ..........cccccccveccccccscccccccscsccccteccescusescescuscsscccsessesccecccsaccesccscccccccseneccecsrsncccsesssscccuscess 4 Bulk Fuel Storage Facility Description 4 Project Exclusions w..essssesssssssssssssssssssssssssessssessesssssesssssnssscess "4 Community Site Plan and Details sesaeceucesseseaseasceneeasesseesens ae) Bulk Fuel Storage Facility Capacity......8 IV.FACILITY PARTICIPANTS......ccccssceseccsseseccosessescocessessccescscovessescoses 9 Participant Contact ....sssssessssessssssssessesscssecssscsssesssessssssessssssecsssosssscsssossssssnssssnsecsuenssussasessssssssesssssssssssssssesesssseeesesssnsensse 9 Facility Component Ownership 9 Vv.PRIMARY OPERATOR deeeeeeecccceceeseccecceceseseseneenscesesccesensoeensacceneceeececcsessecencosccrecsccsccnsorecee 10 Turnover and Assumption of Responsibilities /Sustainability.....10 Staffing and Traiming......scssssssscessecsessnsecssersscssecsscessessscssssrssssssssseessesssess 10 Financial Responsibilities 11 Operations and Maintenance Guidelines.11 Renewal and Replacement Guidelines .........ssssssesssssssssesssessnsssnesssesensessassessessssecsnessssessssessnessasessuessasenasessusessneesseessae 13 Audits and Reporting sasssssssssssesssesssessusssssssesasecesessnscosscossessssesssecusecusessseesscasseaneessccsseenecasesssessneeesees 13 VI.SECONDARY OPERATOR sevccccccccccsccerccccesccscccccces 14 VII.INSURANCE...........cccsscsccscsccsscoccesccssceccescescecccssceccesseeneneesseseesseesnesnessescoscosseessesenseeonsesccascosscoace 15 VIII.REGULATORY COMPLIANCE ......ccccocscccssccccccsccssccsvscssesscossonscesscnssccsscssscessccssessaessseeseesoossnessssccssssosooes 16 TX.FINANCIAL INFORMATION .....ccccccocsccsscssscessccsscescoesccssensconscnsssnsscnsscesscccccsscoscceeccaccesssccsaaccesscccscescoecce 17 Key Financial Assumptions 17 Key Operating Assumptions "ve 17 Bulk Fuel Facility Funding ......csecsssssssssesssessessserssccneceneessesssssnteeneesneenees 18 Subsequent Operating Year Revisions..............seeatentecseesees .18 TABLES Table A:Summary of Facility Expenses to Participant .......ccsssssccsssscrssersseserntesssnecsssneessssesssnsssssnessssessesscessnsanes 19 Table B:Participant Allocation ....scsssssssesssnsecssssessssesssseesssscessneessncecssnsecsunsessnecesarecsnnicsssssasssnasssssscenesassnsecsssrossseraess 20 Table C:Annual O&M Schedule ccc scscsccscssssssccsssssssesssssssecensscessssecsesssecescscensnsscatssseassssseaesseesseesseasensssssesseanes 20 Table D:40 Year O&M Cash flow.....sscsssscsoressesscssssscssssssecsscssessesesssnssssssssesssseseresaseaneesssconsanes 21 Table E:40 Year R&R Schedule ...cccccsssssssscssssssssssssssssccsssssscesescecorsecsesseseecscscesecesssassesesasasssseessseseeessassscsnensesses 22 Table F:40 Year R&R Cashflow.....ccsssccssscsssssscsssscsssessscsssesesssscsssnsssesessssesreassnsscsessessenseacsaeacscenseccseeasacsgessesensscenes 23 Table G:Loan Schedule uu...cccecscssssssssssssecssessssssseesonsnsssecessesecsesssesscsssssnsesscsessonsecarseeesecsesneeeneas 25 APPENDIX A:PRIMARY OPERATOR STATEMENT OF QUALIFICATION APPENDIX B:O&M AND R&R COST ESTIMATE ADDITIONAL RELATED AND ATTACHED DOCUMENTS EEE EEE 1.SECONDARY OPERATOR AGREEMENT SEE BACK 2.SITE CONTROL DOCUMENTS COVER FOR 3.GRANT AGREEMENT CD VERSION 4,R&R FUND ACCOUNT --SAMPLE DOCUMENTS LAM. Native Village of Nanwalek a/k/a Nanwalek IRA Council Bulk Fuel Facility Business Operating Plan Page 1 of 26 I.EXECUTIVE SUMMARY This Business Operating Plan (the "Plan”)provides a guideline for the Native Village of Nanwalek's (the "Council'”)maintenance,operation and sustainability of a new Bulk Fuel Storage Facility (the "Facility”). The Council will be responsible to maintain and sustain the Facility.Therefore,a critical concern for the Council is the ongoing sustainability of the newly installed Facility.This Plan has been developed to assist the Council 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 Nanwalek that will replace all of the existing storage facilities of the Council.The Council will utilize its Facility assets to operate Council owned utilities and directly retail fuel. The Facility will be turned over to the Primary Operator 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 Council 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 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 ofFacility Expenses to Participants for the estimated per gallon fuel surcharge. Document Interrelationships The Business Operating Plan is a plan,not an agreement.Attached to this Plan are four documents: Secondary Operator Agreement 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). Native Village of Nanwalek a/k/a Nanwalek IRA Council 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 Nanwalek Bulk Fuel Facility,which is to be partially funded by the Commission. Nanwalek is located at the southern tip of the Kenai Peninsula,10 miles southwest of Seldovia and east of Port Graham.The community was at one time named English Bay,but then in 1991 the name was changed to Nanwalek meaning "place by lagoon.”The community is a traditional Alutiiq village.The school,subsistence activities,and summer employment at the Port Graham cannery provide income.Seven residents hold commercial fishing permits. Transportation to the village is by boat or aircraft.There is no road accessibility.Boats are the primary means of transportation for locals.The state ferry provides service to nearby Seldovia. Water is derived from a surface stream and is treated;a new surface water source is under development.Nanwalek has a piped water and sewer system serving all homes in the village and most homes are completely plumbed. Selected demographic and historical data for the community is provided below: Selected Statistics -Nanwalek Population 2000 177 1990 158 1980 124 1970 58 1960 78 1950 75 Housing (2000 Data) Occupied Housing 45 Vacant Housing Due to Seasonal Use 7 Other Vacant Housing 2 Economic Data (2000 Data) Percent Unemployment 5.1% Median Household Income $42,500 Native Village of Nanwalek a/k/a Nanwalek IRA Council Bulk Fuel Facility Business Operating Plan Page 3 of 26 III.FACILITY UPGRADE The Bulk Fuel Upgrade (BFU)Project will construct a new Bulk Fuel Storage Facility in Nanwalek that will replace all of the existing storage facilities of the Council (the "Participant”). Bulk Fuel Storage Facility Description The AEA contracted with Alaska Energy and Engineering,Inc.to develop a Conceptual Design Report (CDR),which was submitted to AEA on November 17,2003.The purpose of the CDR is to provide a concept design and construction cost estimate for consolidation and upgrade of bulk fuel storage in the community,which are referenced in this Plan.This Plan is predicated upon the information contained in the CDR and its acceptance by the community. The new Facility site is on Alexandrovsky Street adjacent to the lagoon.The proposed BFU project will construct a storage facility with two storage tanks and an adjacent bulk fuel transfer area.A gasoline dispenser will be located within a security enclosure. Project Exclusions The BFU project does not include the following: e 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: Native Village of Nanwalek a/k/a Nanwalek IRA Council Bulk Fuel Facility Business Operating Plan Page 4 of 26 Community Site Plan PROPOSED OVERBURDEN/COVER MATERIAL STOCKPILE AREA BOROUGH LANDFILL SITE NPRHA COMPLEX SITE BARGE LANDING -** VILLAGE TANK FARM SITE -SEE SHEET SH2 1*=400"| PROPOSED BORROW SITE PROJECT:bP BY:JTD Scale:1"=400" hepartment State of AnakatCRyorNANWALEKBULKFUELSTORAGEUPGRADEneouspeBOGWE1122205te,pe ee AIDEA/AEA:FILE NAWE 'SHEET oF ic FoI = COMMUNITY SITE PLAN waxw-ste ISH]5 oN3 ery et evar ope J beh ASR ESE Native Village of Nanwalek a/k/a Nanwalek IRA Council Bulk Fuel Facility Business Operating Plan Page 5 of 26 Piping Plan and Tank Schedule TANK FILL CONNECTIONS BULK TRANSFER HOSE STAND \Cte Lf, i=: ? 2"10 GASOLINE pf DISPENSER 12,000 TANK #1GALLONSOOB'sx33'L mer:GASOLINE NOMINAL TANK #2 117dx38'Loe27,000 OQ -r GALLONS DIESEL FUEL |1"=10'! TANK SCHEDULE PUMP SCHEDULE TANK [NEW PREVIOUS |NEW/[TYPE [FUNCTION |DIESEL |GASOLINE ||LABEL |FUNCTION STYLE MOTOR #_|OWNER [OWNER |EXISTING |(2)CAPACITY(1}|CAPACITY(1}|Tay {GASOLINE DISPENSING |SUBMERSIBLE |3/4HP,230VVtwheeraieoeraon12,000 ||o>|QIESEL TRUCK LOADING |SUBMERSIBLE |3/4HP,230V PROJECT STORAGE CAPACITY BY PRODUCT 27,000 12,000)GENERAL NOTES: CE RRSee GREG SIC GRAY WORST)+THE NET TANK FARM SECONDARY CAPACITY IS2)SW =SINGLE WALL,DW =DOUBLE WALL,FR =TWO-HOUR FIRE RATED 62,000 GALLONS,110%OF THE CONTAINEDVOLUMEPLUS12°FREEBOARD FOR PRECIPITATION. PROVECT:orem sr TD sear:x10 Department af Commentaid ESinamie DevelopmentiELalla)oni PREANANWALEKBULKFUELSTORAGEUPGRADE[OU ME 1122-03 He porter TAIDEA/AEA fe Develop TE WWE SHeET OF yw.oN Sut rear unr oot,fae etbehbeeSPIPINGPLAN&TANK SCHEDULE NANW-TF-PLAN SH 3 5 a*Ansnargs.Ameke #9503 Native Village of Nanwalek a/k/a Nanwalek IRA Council Bulk Fuel Facility Business Operating Plan Page 6 of 26 Facility Site Plan ret/t7,oaVGDISPENSER SLAB VEHICLE SLAB | Za RAS PROJECT:oren or TD SOU:1°=5D"ot comstatha ApSNANWALEKBULKFUELSTORAGEUPGRADEneeneeBrBOGWE11-22-03 |*".nen AIDEA/AEA ™ea TLE RARE SHEET oF 4B.-Rural Enero Group =ALARATANKFARMSITENANW-TF-SiTe|SH2 3 at Secreraqes Novia WS d Native Village of Nanwalek a/k/a Nanwalek IRA Council Bulk Fuel Facility Business Operating Plan Page 7 of 26 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 Total Gallons Total _Storage/Dispensing Capacity Number PerTank Gallons Per Tank Gallons (Gross)(Gross)(Net)(Net) Native Village of Nanwalek Diesel Primary Storage 1 27,000 27,000 24,300 24,300 Gasoline Dispenser 1 12,000 12,000 10,800 10,800 Total Village 2 39,000 35,100 Total Storage/Dispensing 2 39,000 35,100 Pipeline Components Number Fill Pipeline -From Hose Stand to Tanks 2 Pipeline to Dispenser 1 Truck Loading Area 1 The Facility's storage capacity is similar to its present usage.However,if annual fuel requirements increase to levels above planned storage capacity,multiple fuel deliveries can be made each year. Native Village of Nanwalek a/k/a Nanwalek IRA Council Bulk Fuel Facility Business Operating Plan Page 8 of 26 IV.FACILITY PARTICIPANTS The Facility participant is: Native Village of Nanwalek a/k/a Nanwalek IRA Council Primary Contact Name:Emile Swenning,First Chief Phone:(907)281-2274 Fax:(907)281-2252 Addtess:Native Village of Nanwalek a/k/a/Nanwalek IRA Council P.O.Box 8026,Nanwalek,AK 99603 Usage:The Council will utilize its Facility assets to operate its utilities and to retail fuel. Facility Component Ownership The Council owns 100%of the Facility,and is responsible for the Operation and Maintenance ("O&M”)and Renewal and Replacement ("R&R”)of the Facility and all associated costs. The Nanwalek BFU Facility is organized as follows: 1.Land:The proposed fuel storage facilities will be located on land owned by Native Village of Nanwalek and,therefore,a land lease will be needed. 2.Pipeline Easements/Right of Ways:The fill pipelines will be routed across land owned by the Native Village of Nanwalek. 3,Primary Operator:The Native Village of Nanwalek a/k/a Nanwalek IRA Council will be the Primary Operator (PO).The Denali Commission will select a Secondary Operator if the PO does not perform per this Plan.The PO will take care of the O&M (annual operations and maintenance,training,testing,etc)and R&R of common facilities. Native Village of Nanwalek a/k/a Nanwalek IRA Council Bulk Fuel Facility Business Operating Plan Page 9 of 26 V.PRIMARY OPERATOR The Primary Operator for the Nanwalek Bulk Fuel Storage Facility is the Native Village of Nanwalek a/k/a Nanwalek IRA Council.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 Primary Operator 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 Benefictal Occupancy.Upon receipt of this Certificate,the Council 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 is 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 will utilize training programs offered by AEA,the Alaska Vocational Technical Center (AVTEC)in Seward,the Commission and other training programs. Native Village of Nanwalek a/k/a Nanwalek IRA Council Bulk Fuel Facility Business Operating Plan Page 10 of 26 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 OC7M 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 titne 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 Appendix A:Statement ofQualification for an overview of the Primary Operator's fiscal controls and accounting procedures. At least once a year,no later than August 31,the Primary Operator will develop a budget for the upcoming calendar year,October 1,through September 30,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*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 Alaska Energy and Engineering,Inc.,see Appendix B:O¢*M and R&R Cost Estimate. Native Village of Nanwalek a/k/a Nanwalek IRA Council Bulk Fuel Facility Business Operating Plan Page 11 of 26 Participants'Operation and Maintenance Responsibilities Operational Responsibilities Activity _Cost - :Responsibility Pipelines Gasoline Dispenser Pipelines Dispenser -Tanks x Council Tank Interconnections Council -Council x Council Tanks /Foundations Village Primary Tanks x Council Support Dikes x Council Fence x Council Fuel Transfer Area xX Council Footprint x Council Electricity Lights x Council Native Village of Nanwalek a/k/a Nanwalek IRA Council Bulk Fuel Facility Business Operating Plan Page 12 of 26 Renewal and Replacement Guidelines The Primary Operator will establish an interest beating 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 Re*R Fund Account-Sample Documents for "How to Establish a R¢rR 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 R@”R Schedule as a guide to plan for annual R&R activities,Table F:40 Year Re7R Cashflow as a guide to estimated yearly R&R required contributions,and Tabs 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 Alaska Energy and Engineering,Inc.,see Appendix B:O&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 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. Audits and Reporting The Primary Operator will arrange for an annual financial reconciliatory audit that is conducted by qualified,independent auditors at their office.The auditors will not travel to Nanwalek 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. Native Village of Nanwalek a/k/a Nanwalek IRA Council Bulk Fuel Facility Business Operating Plan Page 13 of 26 VI.SECONDARY OPERATOR The Secondary Operator for the Nanwalek 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. Native Village of Nanwalek a/k/a Nanwalek IRA Council Bulk Fuel Facility Business Operating Plan Page 14 of 26 VII.INSURANCE The Primary Operator is required to be insured for General Liability Insurance,which is estimated to be 10 cents/gallon.The Primary Operator will include the cost of General Liability Insurance in the annual O&M costs. Native Village of Nanwalek a/k/a Nanwalek IRA Council Bulk Fuel Facility Business Operating Plan Page 15 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. Native Village of Nanwalek a/k/a Nanwalek IRA Council Bulk Fuel Facility Business Operating Plan Page 16 of 26 IX.FINANCIAL INFORMATION 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 Annual inflation rate of 1.5%. Annual investment rate of 3%. Insurance is estimated to be 10 cents/gallon based on the year one Council throughput 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. 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. Detailed assumptions regarding labor rates,required labor hours,and other operating costs are provided in the tables that follow. Existing debt,or other obligations,of the bulk fuel Facility are not included in this Plan. Key Operating Assumptions Throughput -The annual estimated gallons of fuel that will flow through the Facility. Initial annual throughput estimates of Council usage:18,000 gallons of diesel and 15,000 gallons of gasoline.It is likely the North Pacific Housing Authority (NPHA)will buy most if not all its fuel from the village,once the project is complete. Throughput is estimated to grow annually at a rate of 2%for diesel (not including potential future school usage)and 1%for gasoline. Retail operations,or its profits,are not included in the Plan. Native Village of Nanwalek a/k/a Nanwalek IRA Council Bulk Fuel Facility Business Operating Plan Page 17 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 Council per gallon O&M costs based upon updated throughput estimates Step 4:Recalculate Council per gallon R&R costs based upon updated throughput estimates Step 5:Recalculate total Council per gallon fuel costs Native Village of Nanwalek a/k/a Nanwalek IRA Council Bulk Fuel Facility Business Operating Plan Page 18 of 26 TABLE A Summary of Facility Expenses to Participants Native Village of Nanwalek -- y.O&M R&R Total O&M R&R Total O&M R&R Totalear Annual $$Per Annual $$Per Total Total Per [|Annual $$Per Annual $$Per Total Total Per Annual $$Per Annual $$Per Total Total PerPaymentsGallonPaymentsGallonPaymentsGallon|{Payments Gallon Payments Gallon Payments Gallon Payments Gallon_|Payments |Gallon}Payments Gallon 1 |$11,001;/$0333/$42901$0130]$15,291/$0.463 ,1$-{$-|$-|$-|$-|$-$-|$-|$-|$-{$-|$ 2 $ 11,166|$0333]$4,443/$0.133]$15,609|$0.466}15 :$:$:$:$-|$:$-|$-i$-|$-{$-|$§: 3 [$11334[$0333]$ 4602/$04135]$15936|$ 0.468}1/$-({$-|$-|$-_|$-|$-$-|$-{$-|$-|%-|$ - 4 $ 11,504/$0.333]$4,767)$0138|$16271)$0.47147 $-$:$-$-$-|$:$-|$-{$-|$-[$-|$: 5 [$s 11676/$0333,$4938/$o1411$16614/$0.473 F1$-|s -{8 -|$-{8 -|$:$-|$-{$-[$-|$-|$ - 6 $11,851]$0333|]$5,115]$0144)$16966)$O47647$-$:$:$-$-|$:$-{$-{$-|$-|$-|$: 7 $12,029]$0.332 |$5,299 |$0.146 |$17,328 |$0.479 £41 §-$-$-$s -$-{|$:1$-|$-{$-|$-|$-|$§- 8 |[$12209/$0332]$5489|$ 0149/$17,698/$0.481 1/$-|$-_|$-([$-|s -|$-_His -|$-{$-[$-|$-|$ 9 $12,393 |$0.332 |$5,686 |$0.152|$18,079 |$0.484 Fi $:$:$-$hd $-{$:$-|$-|$-|$-|$§-|$§- 10 $12,578 |$0.332 |$5,891 |§0.155|$18,469 |$0.487 F'7 $-$-$=$-$-|$-:$-|$-1$-|%-|$-|$: 11 $12,767 |$0.3321 $6,103 |§0.158 |$18,870)$0.490 F1$-$:$-$-$-|$-_f(s -|$-|$-|$-|$-|$- 12 $12,959 |§$0.331]$6,323 |$0.162 |$19,281 |$0.493 F4§-$-$=$-$-|$-1$-|$-1$-|$-|$-|$- 3 [$13153/$0331/$6550/$0.165|$19,703/$0.496 F1$-_([$-|$-|$-_|$-|$-f{$-|$-1$-|$-|$-([$ - 14 |$13,350}$0331]$6,787}$0.168]$20,137{$0.499 7 §-$:$:$:$-|$:$-|$-1$-|$-|$-|$§: 15 |$13551)$0331/$7,032|$0172|$20582/$0.502)7$-$:$:$:$-|$:$-|$-|$-|$§-|$-|5§: 16 $13,754 |$0.330]$7,285 |$0.175 |$21,039 |$0.505 $-$:$-$=$-|$:$s -|$-|[§-|$-|$-|$§- 17_|$ 13,960|$0330/$7,549|$0178]$21,509]$050851 §-$:$:$:$-|$:$-|$-|§-|$-|$-|$: is |$14170[$0330]$7,822/$o182]$21,991|$0512515 -|$-|8 -({$-_|$-|$:$-|$-|$-|$-|$-{$ - 19 $ 14,382|$0.329 |$8,105 |$0.186 |$22,487 |$0.515 $-$-$-$-$-|$-$-|$-|§-|$§-|$-{$- 20 |$14598[/$0329]$38398/$0189]$22996/$o519;1$-{$s -_|$-{$-_|$-|$-$-|$-|$-|$-|$-i$ 21 $14817]$0.329 |$8,702 |$0.193 |$23,519 |$0.522 $-$a $=$-$-|$-15 -|$-|$-|§-1$-{$- 22 $15,039 |$0.329 |$9,018 |$0.197 |$24,057 |$0.526 $-$ba $-$-$-|$:$-|$-|$§-{$-|$-|$- 23 $15,265 |$0.328)$9,345 |$0.201 |$24,610 |$0.529 §-$-$-$-$-|$-$s -|$-1$-|$-|$-|3 - 24 |$15,494}$0.328]/$9,684/$0.205]$25,178)$0.53341$:$:$.$:$-|$:$-|$-1$-1$-|$-|$- 25 |[$15,726[$0328]$10,036|$ 0.209]$25,762/$0.537;1$§-([$-|$-i$-|$-|$-$-|$-|$-|$-|$-|$ 26 1$15,962)$0.3271 $10,4011 $0.213 |$26,3631 $054151 §$-$:$:$:$-|$:$-|$-1$-|$-1$-|$- 27_|$ 16201|/$ 0327|$10,779/$0218]$26981/$o.54581$-|$-_|$-{$-_|$-|$:$-|$-{5 -|$-1$-|$23 |$16,4441 $0.327[$11,172/$ 0.222/$27,616|$0549545 -_|$-I$-_|$-_|$-|$:$-|$-|$-|$-|$-|$- 29 $16,691]$0.326]$11,579 |$0.226 |$28,270 |$0.553 $-§-$-$-$-|§-$-|$-1$-|$-|$§-|$§: 30 $16,941 |$0.326 |$12,001 |$0.231 |$28,942 |$0.557 $-$:$-$-$-|$:$-|$-1$-|$-|$-|$- 31 $17,195 |$0.326]$12,438 |$0.235 |$29,634 |§0.561 $:$-$-$-$-|$-1$-|[$-1$-|$§-|$-|$- 32 $17,453 |$0.325 |$12,892 |§0.240 |$30,346 |$0.565 $-$-$-$-$-{$-$-|$-{$-|$-|$-|$- 33 $17,715 |$0.325 |$13,363 |$0.245 |$31,078 |$0.570 Fd $-$>$-$-$-{$-1$-|$-{$-|$-|$§-|$- 34 $17,9811 §0.324}$13,852 |$0.250 |$31,832 |§0.574 §-$-$-$:$-{$-$-|$-{$-|$-|$-|$- 35 $18,251 |$0.324]$14,3581 $0.255 |$32,609 |$0.579 4 $-$-$-$-$-|$-im)-|$-1$-|$§-|$-|$-36 $18,524 |$0.324]$14,883 |$0.260 |$33,408 |$0.584 F 1 $-$-$=$-$-{$-$-|$-{$-|$%-|$-|$- 37 $18,802 |$0.323 |$15,428 |§0.265 |$34,231 |§0.588 $:$-$-$=$-|$:$-|$-1$-{$-|$-|$: 38 $19,084 |$0.323 |$15,994 |§0.270 |$35,078 |$0.593 $:$-$-$-$-{$-$-I|$-{$-{$-|$-{§- 39 $19,371]$0.322 |$16,580 |$0.276 |$35,950 |$0.598 FI $:$-$=$-$-{$-$-|$-{$-|$-|$-|$§- 40 $19,661 |§0.322|}$17,188|§0.281 |$36,849 |$0.603 $$$-$-$-{$-$-{|$-{1$-1§$-|$§-{$- Native Village of Nanwalek a/k/a Nanwalek IRA Council Bulk Fuel Facility Business Operating Plan Page 19 of 26 TABLE B PARTICIPANT ALLOCATION prCouncil NA Total Primary Capacity (Net)Gallons 35,100]35,100 Percentage 100.0%}.0.0%}100% Initial Throughput Gallons 33,000]:33,000 Volumes Percentage 100.0%}.0.0%100% %Share of O&M and R&R on Common Assets 100.0%:0.0%}100% (based upon Primary Capacity) TABLE C ANNUAL O&M SCHEDULE Annual O&M Costs Council NA Total Annual O&M Expenses (per AE&E cost estimate)$7,451 |r1$7,451 Common Power Costs (estimate)$250 |$250 Insurance (.10/gal based on throughput)$3,300 --1$3,300 $11,001 |-1$11,001 Native Village of Nanwalek a/ka/Nanwalek IRA Council Bulk Fuel Facility Business Operating Plan Page 20 of 26 TABLE D 40 YEAR "O and M"CASHFLOW Inflation Rate 5% Annual O&M Expense Assumed Throughput (Gallons)Per Gallon O&M Payment Council | Year Council --Total ;.. -- 1 Council - Diesel Gasoline 4 Consumption |Consumption Total q 1 $11,001 |$-1$-|$11,001 F 18,000 15,000 33,000 --E1$0.333 |$-$ 2 $11,166 |§$-|$-{$11,166 5 18,360 15,150 33,510 --EqS 0.333 |$:$ 3 $11,334 |$-|$-|$11,334 f:18,727 15,302 34,029 --f1$0.333 |$-$ 4 $11,504 |$-|$-1$11,504 }|19,102 15,455 34,556 --}45 0.333 |$-$ 5 $11,676 |$-1$-|$11,676 |:19,484 15,609 35,093 --£4$0.333 |$-$ 6 $11,851 |§$-|$-|$11,851 |4 19,873 15,765 35,639 --|$0.333 |$-$ 7 $12,029 |$-|$-|$12,029 20,271 15,923 36,194 --$0.332 |$-$ 8 $12,209 |$-|$-(|§12,209 ||20,676 16,082 36,758 --EI$s 0.332 |$-$ 9 $12,393 |$-{$-{$12,393 21,090 16,243 37,333 :-$0.332 |$-$ 10 $12,578 |§-|5 -[$12,578}21,512 16,405 37,917 --L Ts 0.332 |$-I$ 11 $12,767 |$-|$-|$12,767 21,942 16,569 38,511 --$0.332 |$-$ 12 $12,959 |$-l$-|$12,959 22,381 16,735 39,116 --ES 0.331 |$-$ 13 $13,153 |$-($-|$13,153 22,828 16,902 39,731 --$0.331 |$-$ 14 §13,350 |$-|$-{$13,350 23,285 17,071 40,356 :--1$0.331 |$-$ 15 $13,551 |§-|$-1|$13,551 23,751 17,242 40,993 --pis 0.331 |$-$ 16 $13,754 |$-|$-|[5 13,754 24,226 17,415 41,640 :-$0.330 |$-$ 17 $13,960 |$-{$-|$13,960 24,710 17,589 42,299 --$0.330 1 $-$ 18 $14,170 |$-|$§-{$14,170 |25,204 17,765 42,969 --$0.330 |$-$ 19 |14382 [$-[s -l$14382]25,708 17,942 43,651 --ETs 0.329 |$-| 20 $14,598 |$-{$-|$14,598 3 26,223 18,122 44,344 -:$0.329 |$-$ 21 $14,817 |$-{$-|$14,817 26,747 18,303 45,050 --$0.329 |$-$ 22 $15,039 |$-|$§-1$15,039 §|27,282 18,486 45,768 -- -4$0.329 1 §:$ 23 $15,265 |$-|$-($15,265 27,828 18,671 46,498 - -FdI$0.328 |$-$ 24 $15,494 |$-{§-|$§15,494 28,384 18,857 47,242 --FI$0.328 |$-$ 25 $15,726 |$-1§-1§15,726 28,952 19,046 47,998 --$0.328 |$-$ 26 $15,962 |$-|§-|$15,962 29,531 19,236 48,767 :-fils 0.327 |$-$ 27 $16,201 |$-|$-|$16,201 |30,122 19,429 49,550 +-$0.327 |$$ 28 $16,444 |$-{$-|$16,444 :30,724 19,623 50,347 ---dI$0.327 1 §-$ 29 $16,691 |$-|$-1$16,691 31,338 19,819 51,158 --E1$0.326 |$-$ 30 $16,941 |§-|$-1$16,941 ||31,965 20,018 51,983 --$0.326 |$-$ 31 $17,195 |$-|$§-|$17,195 32,605 20,218 52,822 --L$0.326 |$-$ 32 $17,453 |$-1$-|$§17,453 |33,257 20,420 53,677 ---E4$0.325 |$-$ 33 $17,715 |$-($-|$17,715 33,922 20,624 54,546 --$0.325 |$-$ 34 $17,981 |$-|$-1$17,981 34,600 20,830 55,431 --El$0.324 |$-$ 35 $18,251 |$-{$-|$18,251 35,292 21,039 56,331 --F1$0.324 |$-$ 36 $18,524 |$-{§-|5 18,524 f 35,998 21,249 57,247 --$0.324 |$-$ 37 $18,802 |$-|$-|$18,802 :36,718 21,462 58,180 --$0.323 |$-$ 38 $19,084 |$-|$-{$19,084 37,452 21,676 59,128 --$0.323 |$-$ 39 $19,371 |$-|$-|$19,371 38,201 21,893 60,094 --E{S 0.322 |$-$ 40 $19,661 |$-|$-|$19,661 |38,965 22,112 61,077 --FI$0.322 |$-$ Native Village of Nanwalek a/k/a Nanwalek IRA Council Bulk Fuel Facility Business Operating Plan Page 21 of 26 TABLEE 40 YEAR "R and R"SCHEDULE :Cost Allocation Year of |Present Day ||Inflated ||Yearly Inflated||Council ||NA E NAActivityR&R Activity Value Value Total i 5 Electrical Upgrade 985 H $1,045 |$1,045 HH $10451$-L$ 10 Fence/Gates Upgrade $1,933 H $2,210 |i$2,210}$-:$ .{Repair Pads i 892 |1,020 1,020 - | Repair Steps/Dispenser Enclosure 1,621 1,853 1,853 - ;{Pump Replacement 1,586 1 1,813 |1,813 - |{Valve Replacement 873 998 90g |}- Repair Pipelines 1,098 1,255 1,255||-- Electrical Upgrade 985 1,126 |}1,206 - p {Tank Inspection j 3,500 1 4,002 fi $14,278 |4,002 }- 15 |JReplace Fuel Dispenser |$ 11,300]/$17,402]H$=17,402 ]/$- Electrical Upgrade :985 970 |}$18,372 970 - 20 Fence/Gate Replacement W$10,087 1]$13,385 1$13,385 |]$ - Repair Steps/Dispenser Enclosure |1,621 |2151 F '2151 ff - Replace Pad 5,699 |7,563 |7,563 - -{Pump Replacement 1,586 |2,104 §2,104 - »{Valve Replacement 873 |1,159 f i 1,159 }- Repair Pipelines 1,098 |1,690 }I 1,690 ||- Major Electrical 20,900 27,733 27,733 - Replace Pipeline Valves 3,157 |4,189 |4,189 - Tank Inspection 3,500 }46441 $64,619 4,644 |- 25 _|{Electrical Upgrade HS 985 |$1,408 }]$1,408f]$1,408 |}$- 30 Fence/Gates Upgrade H$1,933 1 $2,977 |HH $2,977 H$- »{Repair Pads j 892 |1,374 :1,374 - {Repair Steps/Dispenser Enclosure 1,621 |2,496 2,496 - |{Pump Replacement 1,586 }}2,442 |]2,442 - Valve Replacement 873 |1,345 |1,345 - |{Repair Pipelines 1,098 |1,690 |)1,690 - Electrical Upgrade 985 |}1,517 |}1,517 |- Replace Fuel Dispenser j 11,300 |]17,402 }E 17,402 {J - {Tank Inspection i 3,500 |5,390 36,633 |5,390 ||- 35 |[Electrical Upgrade iE ots 16341 $1.634 fls 1.634]- 40 Fence/Gate Replacement $10,087 i $18,028 1 $18,028 |]$- Replace Pad :5,699 10,186 10,186 |}- {Replace Steps/Foundation/Liner 45,715 ;81,702 |81,702 }- Pump Replacement 1,586 |2,834 |i 2,834 |- Valve Replacement 873 |1,561 }1,561 - Major Electrical 20,900 |37,353 |;37,353 |- Replace Tanks 51,744 |92,477 |92,477 {|- Replace Pipelines&Headers 7,538 |13,472 |}'13,472 - |{Replace Pipeline Valves :3,157 |5,642)$263,254 5,642 |- {$247,335 1 401,243 1 $401,243 [{$401,323 - Native Village of Nanwalek a/k/a Nanwalek IRA Council Bulk Fuel Facility Business Operating Plan Page 22 of 26 Variances from AE&E Cost Estimate: 1 Replace Tanks reduced by 50% 2 Replace Pipelines &Headers reduced by 50% ad 40 YEAR RENEWAL AND REPLACEMENT CASHFLOW TABLE F Council Inflation Rate :Initial Cost per gallon ($/gallon):[: Reinvestment Rate :Annual increase :[- Escrow Fees:Council 20 Year R&R: : Council _Initial Throughput (gallons):- 20 Year Loan Proceeds:}°$-Initial Throughput (gallons):Initial Cost per gallon ($/gallon):[: Loan Rate:[--Initial Throughput (gallons):Annual increase :[- Loan Tenm:[- Initial Cost per gallon ($/gallon):[ Annual increase :[-950%] R &R Fund Balance Assumed Throughput (Gallons)Per Gallon Payment .Of Annual Deposit oo Interest End ofYearePrincipal|Debt Service |_RePEW*S/|Eacnings (Net Year Council --Council - Balance Council --|Total Received Replacements |"¢Fees)Balance 1 $:$4,290 |$-|$-{$4,290 $-1$-|$4,290 33,000 ::$0.130 |$:§ 2448 4290 |$4,443 |$-|$-|$4,443 $-1$1291$8,862 }33,510 -:$0.133 |§-$ 3 $8,862 |$4,602 |$-|$-($4,602 $-|$266 |$13,730 |34,029 --}1$0.135 |$-$ 4 $13,730 |$4,767 |$-|$-|$4,767 $-|$412($18,910 F 34,556 :-}$s 0.138 |$-$ 5 §18,910 |$4,938 |$-|%-|$4,938 $1,045 |$536 |$23,338 |35,093 -:$0.141 |§-$ 6 $23,338 |$5,115 |$-1$-|$5,115 $-|$700 |$29,154 |35,639 -:$0.144 |$:$ 7448 29,154 |$5,299 |$-\$-|$5,299 $-|§875 |$35,327 |36,194 -:$0.146 |§$-$ 8 $35,327 |$5,489 |$-|$-|$5,489 $"1%1,060 |$41,876 36,758 -:$0.149 |§$-$ 9 $41,876 |$5,686 |$-1$-1$5,686 $-|$1,256 |$48,819 |37,333 -:$0.152 |$-$ 10 $48,819 |$5,891 |$-|$-|$5,891 $14,278 |§$1,036 1 $41,467 37,917 ::$0.155 |$-$1p 4$-41,467/$6,103 |$-|$-{$6,103 $1,244]$48,814 38,511 --f7$0.158 |§-{$ 12 $48,814 |$6,323 |$-|$-1$6,323 $-[$1,464 |$56,601 |39,116 :-P 1s 0.162 1 §-$ 13 |4$56,601 |$6,550 |$-|4%-|$6,550 $-1$1,698 |$64,850 |39,731 ::$0.165 |$:$ 14 $64,850 |$6,787 |$-|$-|$6,787 $-[$1,945 |$73,582 }40,356 ::$0.168 |$-$ 15 $73,582 |$7,032 |$-|$-($7,032 $18,372 |$1,656 |$63,898 |40,993 --$0.172 |$:$ 16 §63,898 |$7,285 |$-($-|$7,285 $-|$1,917 [$73,100 f 41,640 :-$0.175 1$-$ 17 $73,100 |$7,549 |$-|$-|§7,549 $-1$2,193 |§82,842 42,299 :-$0.178 |$:$ 18 $82,842 |§$7,822 |$-|$§-\|$7,822 $-|$1,657 |$92,320 |42,969 :-l{$0.182 |$-$ 19 $92,320 |$8,105 |$-|$-|$8,105 $-{$1,846]$102,271 43,651 ::$0.186 |$:$ 20478 102,271 |§8,398 |$-|%-{$8,398 1 $38,771 $64,619 |§$1,528 |$86,350 |44,344 :-$0.189 1 $-$ 21 $86,350 |$8,702 |$-|$-|$8,702 $5,143.66 |$-|$1,624 }§91,533 45,050 ::$0.193 |$-$ 224,48 91,533 |§9,018 |$-|$-|$9,018 $5,143.66 |$-|%1,728 |$97,135 45,768 -:$0.197 |$-§ 23 $97,135 1 §9,345 |$-|$-|$9,345 $5,143.66 |$-|$1,840 |$103,177 |46,498 -:$0.201 |$-s 24 $103,177 $9,684 |$-1$-|$9,684 $5,143.66 |$-|$1,961 |$109,678 F 47,242 ::$0.205 |$:§ 254 1$109,678]$§10,036 |$-|$-1$10,036 $5,143.66 |$1,408 |§2,063 |$115,225 |47,998 ::$0.209 |$-$ 26 -1$ 115,225|$§10,401 |$-|%-\$10,401 $5,143.66 |$-|$2,202 1$122,684 48,767 ::$0.213 |$:$ 27 $122,684 |$10,779 |$-|$-|%10,779 $5,143.66 |$-|$2,351]$130,671 49,550 :-$0.218 |$:$ 28 |4$130,671}$11,172 |$-|$-|$11,172 $5,143.66 |$-|$2,511 |$139,209 50,347 --$0.222 |$-$ 29 f.4$139,209 |§$11,579 |$-|$-|$11,579 $5,143.66 |§$-|$2,681 |$148,326 |51,158 -:$0.226 |$-$ 30 F418 148,326 |§12,001 |$-{$-|$12,001 $5,143.66 |$36,633 |$2,131 |$120,681 51,983 -:$0.231 |$-$ 31 $120,681 |§12,438 |$-{$-1$12,438 $-|s 2,414]$135,533 52,822 ::$0.235 |$-$ ;326 1$135,533 1 $12,892 |$-1$-{$12,892 $-|$2,711 [$151,136 f 53,677 --$0.240 |§:$ 334 1$151,136]$13,363 |$-|$-|$13,363 $-|$3,023 |$167,522 |54,546 ::§0.245 |$:$ 34,1$167,522 |$13,852 |$-|$-|$13,852 $-1$3,350]$184,724 |55,431 -:$0.250 |$-$ 35}1$184,7241$14,358 |$-|$-|$14,358 $1,634 1 $3,662 |$201,110 |56,331 ::$0.255 |$-$ 36 $201,110 |$14,883 |$-|$-|%14,883 $-{$4,022}$220,015 57,247 ::$0.260 |$:$ 37 FAS 220,015 |$15,428 |$-|4 -|$15,428 $-15 4,400 |$239,844 58,180 ::$0.265 |§$-$ 38 |1$239,844 |§15,994 |$-1%-|$15,994 $-|$4,797 |$260,635 |59,128 ::$0.270 |$-$ 39 F 1$260,635 |$16,580 |$-|$-|$16,580 $-|$5,213 |$282,427 60,094 ::$0.276 |$:$ 40 []$282,427 |$17,188 |$-1$-|$17,188 $263,254]§-|$36,361 |61,077 --$0.281 |$-$ Native Village of Nanwalek a/k/a Nanwalek IRA Council Bulk Fuel Facility Business Operating Plan Page 23 of 26 TABLEF -PAGE 2 R and R Participant Payment Schedules Council Ht - R &R Fund Balance R &R Fund Balance R &R Fund Balance Year]B&F |Anma |Principal __|Renewals/|_Interest Year|Beg of Annual |Peincipal __|Renewals/|__Interest Year|Beeof |annual |Principal |Debt |Renewals Interestat,Deposit Receied Debt Service Replacements S|Total Bae Deposit Received Debt Service Replacements an Total |Be.Deposit Received Service neplneonens (ier of ees Total 1 |$-{$4,290 $-|$4200]]1 [$$$-|$:|1[s_-Is :5 -|$ 2 |$ 4200[$4,443 $129/$3862f|2 [$-_|$$-[$-H 2 ts -Is $"Ts 3 15 8,862 |$4,602 $266 |$13,730 3 1$-_|$$-|$:3 I$$$-|$ 4 [$s 13,730|$4,767 $4i2/$149101]4 |s -_[$$-{$ais -($s $"Ts 5 [$18910/$4,938 1,045 |$536 |$23,338 5 I$-_|$$-_|-I§5_I$-_|$:$-_|§-|$ 6 ]$ 23,338/$5,115 $700|$29,154}6 1$-_|$$-|$-ji6o |[s -i$:$-|$ 7 |29,154[$5,299 $875 $35,327]7 I$-_|$$-|$-H 7 4|s -ls -$-t$ 8 1$35,327)$5,489 $_1,060;$41,876 ]{8 [S$-|$$-|$-H 3 is -[$s :$-l$ 9 [$s 41,876/$5,686 $ 1,256/$48819 ]f 9 [$s -|$$-|$-Ho ls -[$-$-T$ 10 {$4a819[$5,891 14,278/$_1,036/$41,467 ||10 {$$$-|$-l$-l{10 [s -[s :$-_|$-[s 11 -[$ 41,467/$6,103 $1,244/$48,814]]11 |$-|$$-l$u|s -|s -$"I$ 12 |$ 48814[$6,323 $_1,464/$56,601}{12 ]$-_|$$-l$-l 12 [s -[s .$T$ I$s6e01]$6,550 stools c4ssof]13 [5 -[s $-|$-w3 js -is $-[$ 14 1$64,850[$6,787 $_19451$73,582]1 14 [$-_|$$-[$-Ho14ds -[s $"I$ 15 [$73,582|$7,032 13,372/$1,656[/$63,898}]15 |$-|$$-_|$-|$-]]P1is -[$:$-_|s -|$ 16 |$63,898[$7,285 $1917/$73,100}|16 |$-_|$$-1$641s -I$.;"T$ 17 ]$73100/$7,549 $ 2,193[$828421]17 |$-|$$-|$-Haz|s -[$s $I$ 18 [$82842|$7,822 $1657/3 92320}{18 [$-_|s $-|$-H 13 fs -|s -$-|$ 19 |$92320/$8,105 $1,846 1$102,271 }f 19 [$$$-|$-fHL 19 [$-1$-$-l$ 20 |$102271/$ 8398|$38,771 64619 |$-_1,528|$86,350}20 |$-|$$-_|$-|$-H 20 [$s -I$-|$:$-_|$-|$ 21 [$86,350|/$702 $5,144 $_1,624/$91,533 ff 21 |$-_|$$:$-|$-f[T ais -|s :$:$-|$ 22 fs 91,533 [$9,018 $5,144 $1,728 $97,135 ]]22 ts -($s $-$-ls -fla2s -[s $a $a 3 [$97,135 [$9,345 $514 s__1s0l$10317]{3 is -|$':$-[s -P ais -[s s $-{3 24 [$103177|$9,684 $5,444 $1,961 |$109,678 }{24 |$-_|$$:$-|$-H 24 [$s $-$-$-l$ 25 |$109,678|$10,036 $5,144 1,408[$2,063 |$115,225 }{25 1$-|$$-|$-|$-|$-HEas -is :$-|$-_|$-|$ 26 [$115,225 |$10,401 $5,144 $2202/3 1226841]26 |$-I$$:$-{$-|[2 [s-Ts -$-$"T$ 27 |$122684/$10,779 $5,144 $2351 |$130,671 |]27 |$-_t$$:$-|$-]27 I$-|$-$-$-l$ 28 [$130,671 |$11,172 $5,144 $2,511 |$139,209 ff 28 I$-_|$$:$-|$-}}28 [$-I$:$:$-|$ 29 [$139,209|$11,579 $5,144 $2681 |$148,326 ||29 [$-_|$$:$-|$-}]_29 [$$:$:$-|$ 30 [$148326|$12,001 $5,144 36,633 |$2131 $120,681 ||30 |$-|$$$-_|$-|$-ff_30 [s $-$-1$-_|$-[$ 31 [$120681|$12,438 $2414]$135,533]31 |S -|$$-l$-ll3ai ts -[s .$"Ts 32 |$135,533 |$12,892 $_271/$151,136 }]32 [$-|$$-|$-H 322 [ss -[s -$-[$ 33 [$151,136 |$13,363 $3,023 $167,522}33 |$-|$$-|$-He33s -ls -$-t$ 34 [$167,522|$13,852 $3,350 |$184,724 |}34 |$-|$$-|$-{p 34 ds -8 :$-|$ 35 [$184,724|$14,358 1,634|$_3,662/$201,110 f[35 |$-_\$$-_I$-|$-ll 3s Is.-|s i $>T$an 36 [$201,110/$14,883 $_4,022/$220,015 ||36 |$-_|$$-[$-Hl 36 Is.-Is $T$ 37 T$220,015|$15,428 $4,400 [$239,844]37 [$-|$$-|$-H 37 [ss -[s -$-T$ 38 |$230,844|$15,994 $4,797 |$260,635 1]38 |$-|$$-|$-H 33 [s -I$-$-T$ 39 |$260,635 |$16,580 $5,213 |$282,427 ff 39 1$-|$$-|$-H 39 Is -[$s -$-T§ 40 [$282427|$17,188 263,254 |$-[s 36361ff 40 [$-_|$$-_|$-|$-40 [s -[s -[$-$-I$|$ Native Village of Nanwalek a/k/a Nanwatek FRA Council Bulk Fuel Facility Business Operating Plan Page23 of 26 TABLE G Loan Schedule Year 20 R&R Loan -Council 2G ,143.66): Beginning Principal |Ending Year Balance Interest Payment |Payment |Balance 1 $38,771.00 |$2,132.40 ($5,143.66)|$3,011.26 |$35,759.74 2 $35,759.74 |$1,966.79 ($5,143.66)|$3,176.88 |$32,582.86 3 $32,582.86 |$1,792.06 ($5,143.66)|$3,351.60 |$29,231.26 4 $29,231.26 |$1,607.72 |_($5,143.66)}$3,535.94 |$25,695.32 5 $25,695.32 |$1,413.24 ($5,143.66)|$3,730.42 |$21,964.90 6 $21,964.90 |$1,208.07 ($5,143.66)|$3,935.59 |$18,029.31 7 $18,029.31 |$991.61 ($5,143.66)|$4,152.05 |$13,877.26 8 $13,877.26 |$763.25 ($5,143.66)|$4,380.41 |$9,496.84 9 $9,496.84 |$522.33 ($5,143.66)|$4,621.34 |$4,875.51 10 [$ 4,875.51]$268.15]-($5,143.66)]$4,875.51 |$(0.00) $12,665.62 ($51,436.62)$38,771.00 Native Village of Nanwalek a/k/a Nanwalek IRA Council Bulk Fuel Facility Business Operating Plan Page 25 of 26 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. Native Village of Nanwalek a/k/a Nanwalek IRA Council Bulk Fuel Facility Business Operating Plan Page 26 of 26 NATIVE VILLAGE OF NANWALEK Community History The village of Nanwalek was originally the site of a Russian Trading Post called Alexandrovsk and was later called "Odinochka,”meaning "a person living in solitude.”A Russian Orthodox Church was built in the community in 1870;in 1930,a replacement Church was constructed,and it is a designated national historic site.In 1991,locals changed the community name from English Bay to Nanwalek,meaning "place by lagoon.”Many of the current residents are of mixed Russian and Sugpiaq (Alutiiq)lineage and speak Sugtestun,a dialect of Eskimo similar to Yup'ik. Today,the community of Nanwalek has a population of 221 and is a traditional Alutiiq village, where subsistence activities are a large part of the culture and economy. Description of Business History The Native Village of Nanwalek has successfully managed and operated some community services and businesses.The following table lists the Council's current services and businesses: CURRENT SERVICES AND BUSINESSES Water Treatment Plant Community Services Sewer &Waste Facility Village Clinic Environmental Program Businesses Retail Fuel Sales Older American Worker Social Services Community Health Program Indian Child Welfare Act Alcohol Program Water is derived from a surface stream and is treated by the Council.All homes in the village have piped water and sewer system.The village needs new water and sewer mains and a landfill expansion. The Council operates and maintains the community's retail fuel sales.On an annual basis,the Council purchases approximately 18,000 gallons of diesel #1 fuel for heating and 400 gallons of gasoline for motor vehicles.Petro Marine,located in Homer,is the primary fuel supplier and fuel is barged in approximately every quarter.The curtent price of diesel #1 fuel is $1.80 per gallon, including freight and delivery,and of gasoline fuel is $1.67 per gallon,including freight and delivery. The Council sells diesel #1 fuel for $2.00 per gallon and residents order gasoline fuel (through the Council)that is delivered in 55-gallon drum. Native Village of Nanwalek a/k/a Nanwalek IRA Council Bulk Fuel Facility Business Operating Plan Appendix A-1 Description of Fiscal Controls and Accounting Procedures The Council staff has authority to submit check requests,which must have supporting documents ptior to being processed by the Bookkeeper.All checks must be signed by two of the Tribal Council Members.Three Tribal Council Members have signature authority;they are the First Chief, Second Chief and Secretary/Treasurer.Check copies are attached to supporting documents and filed at the Council's office.The Bookkeeper uses QuickBooks Pro accounting software program. The Council office operates on an October through September fiscal year.Newhouse and Vogler, an accounting firm located in Anchorage,audits the Council's accounting records and procedures every year.The Council's most recent audit for 2002 records resulted in "no significant findings”. Management and Structure The Native Village of Nanwalek consists of seven Tribal Council Members and Emilie Swenning is First Chief.Below are the names and titles of the 2003 Tribal Council members. NATIVE VILLAGE OF NANWALEK FY2003 TRIBAL COUNCIL Emilie Swenning,First Chief James Kvasnikoff,Second Chief Sally Ash,Secretary/Treasurer |Nancy Radtke,Secretary Mike Panate,Member Pricilla Evans,Member Peter Ukatish,Member The organizational chart below shows the relationship between the various components of the Council's overall structure.At the apex of management is the Tribal Council all representing the members of Native Village of Nanwalek. Native Village of Nanwalek a/k/a Nanwalek IRA Council Bulk Fuel Facility Business Operating Plan Appendix A-2 NATIVE VILLAGE OF NANWALEK ORGANIZATIONAL CHART Native Village of Nanwalek Membership Tribal Council Members First Chief Emilie Swenning Tribal Administrator Alma Moonin Bookkeeper Administrative Assistant Jerry Demas Kristina Kinneeveauk Water Treatment Plant Operator Older American Worker Paul Swenning Kathy Brewster Alternate Operator | Jerry Demas Environmental Coordinator Alcohol Program Tom Evans Father Active Assistant |Coordinator | Kathy Evans Zoya Greene Lisa Jimmy Bulk Fuel Operator Community Health Rep. Paul Swenning Ethim Moonin Assistant Operator il Alternate Operator Health Promoter/Cootr./ Sebastian Demas Jerry Demas Christine Seville Head Postal Worker Social Services ICWA Pricilla Evans Postal Worker | Roy Evan Native Village of Nanwalek a/k/a Nanwalek IRA Council Bulk Fuel Facility Business Operating Plan Appendix A-3 Identification of Key Personnel The Bulk Fuel Facility will have overall direction from the Council's First Chief,Emilie Swenning. Chief Swenning will be involved in this project from the beginning and will be the main contact for the Facility.Chief Swenning will work with AIDEA/AEA and the Denali Commission to ensure the Council's role in the project timeline. Alma Moonin is the Tribal Administrator for Council.She is responsible for day-to-day administration of community services and businesses,financial management,budgeting,grant writing and administration,planning,purchasing and serves as primary supervisor for Council.See attached resume. Jerry Demas is the Bookkeeper for the Council.He is responsible for payroll,accounts payable, accounts receivable,tax filings and schedules,and for tracking project expenses and preparation of required project financial reports.See attached resume. Paul Swenning is the Bulk Fuel Operator of the existing Bulk Fuel Facility.He is responsible for inspecting the Bulk Fuel Facility for possible leaks and spills,minor maintenance and repairs,and coordinating major maintenance and repairs with the Tribal Administrator.His position will remain the same with the new Bulk Fuel Facility.See attached resume and job description. Sebastian Demas is the Assistant Operator of the existing Bulk Fuel Facility.He is responsible for inspecting the Bulk Fuel Facility for possible leaks and spills and assisting with minor maintenance and tepairs.His position will remain the same with the new Bulk Fuel Facility.See attached resume. Organization of Bulk Fuel Facility Management and Operations The following chart illustrates the staff relationships of the Council's new Bulk Fuel Facility: NATIVE VILLAGE OF NANWALEK PROJECT STAFFING First Chief Emilie Swenning Tribal Administrator Alma Moonin || Bookkeeper Bulk Fuel Operator]|Assistant Operator Jerry Demas Paul Swenning Sebastian Demas Native Village of Nanwalek a/k/a Nanwalek IRA Council Bulk Fuel Facility Business Operating Plan Appendix A-4 Staff Training Needs Below is an initial list of training and assistance the Council has identified: e Oil Spill Response Training e Bulk Fuel Operator Training Proposed Training Plan The Council will utilize training resources available through AEA and the Alaska Vocational Technical Center to ensure proper training of its personnel.The following is a summary of those resources: Alaska Energy Authority (AEA) The Alaska Energy Authority has developed a 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 Bruce Tiedeman,Rural Energy Manager,Alaska Energy Authority/AIDEA Address:813 West Northern Lights Blvd.,Anchorage,Alaska 99503 Phone:(907)269-4641 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 Email:dick_harrell@educ.state.ak.us Technical Assistance Provided Facility Maintenance and Operations Cost The state will pay for transportation to and from your community 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 Authorities Bulk Fuel loan program and how to recognize deficient tank systems. Native Village of Nanwalek a/k/a Nanwalek IRA Council Bulk Fuel Facility Business Operating Plan Appendix A-5 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 Cost Fees for courses vaty 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. Native Village of Nanwalek a/k/a Nanwalek IRA Council Bulk Fuel Facility Business Operating Plan Appendix A-6 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 coutse content includes:O.A.W.(Oxyacetylene Welding);S.M.A.W.(Stick electrode); G.M.A.W.(MIG);G.T.A.W.(IIG);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 skills. The following program and courses are offered relating to Business Administration: 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 houts. 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: Native Village of Nanwalek a/k/a Nanwalek IRA Council Bulk Fuel Facility Business Operating Plan Appendix A-7 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 hours. 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 kerosene heating systems;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 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. Native Village of Nanwalek a/k/a Nanwalek IRA Council Bulk Fuel Facility Business Operating Plan Appendix A-8 RESUMES/JOBS DESCRIPTION Native Village of Nanwalek a/k/a Nanwalek IRA Council Bulk Fuel Facility Business Operating Plan Appendix A-9 Alma Moonin Native Village of Nanwalek PO Box 8026 Nanwalek,Alaska 99603 Work 907-281-2274 Fax 907-281-2252 Employment Previous Experience Education/Training Skills Community Work Native Village of Nanwalek 1995-Present Tribal Administrative Manages and coordinates the day-to-day activities of the Council's operations to ensure attainment of the goals and objectives set by the Tribal Council.Develops and maintains all administrative systems, draft policies and procedures for the Council's operations and employees,prepares all reports for compliance with funding agencies, assists with agendas and minutes and identifies funding opportunities. Supervises employees of the Council.Oversees the operations and management of all utilities and services owned and controlled by the Council. Kenai Peninsula School District 1993 School Secretary English Bay Village Council (aka Native Village of Nanwalek) 1989-1991 Tribal Administrator/Secretary Kenai Peninsula School District 1988-1990 Special Education Aide Kenai Peninsula School District 1985-1986 Bilingual Instructor English Bay Village Council (aka Native Village of Nanwalek) 1981-1985 Tribal Secretary 1979 High School Diploma English Bay High English Bay,AK Fall 1982 Kenai Peninsula College Homer Branch Spring 1987 Alaska Pacific University Anchorage,AK Annual Tribal Administrator Conference Bookkeeping/Budgeting Office Procedures &Developing Policies and Procedures Grant Administration &Records Management Past Vice President English Bay Village Council Past Board Member English Bay Village Corporation Past President Sts.Herman &Sergius of Valaamo Sisterhood Native Village of Nanwalek a/k/a Nanwalek IRA Council Bulk Fuel Facility Business Operating Plan Appendix A-10 Native Village of Nanwalek PO Box 8026 Nanwalek,Alaska 99603 Work 907-281-2274 Fax 907-281-2252 Paul Swenning Employment Previous Employment Education Training Community Work Skills Native Village of Nanwalek 2001-Present Bulk Fuel Operator Operates and maintains the bulk fuel facility.Responsible for fuel orders,shipment,transfer and deliveries. Native Village of Nanwalek 1996-Present Water Treatment Operator Operates and maintains the water treatment plant. ANTHC Dam and Water Treatment Plant March-October 2001 Construction Sundland Development Co. 1999-2001 Framer for HUD homes 1982 High School Diploma Nanwalek High Nanwalek,AK 2003 Bulk Fuel Operator Training AVIEC Seward,AK 2002 Commercial Drivers License Class A Palmer,AK 1993 Surveyor Training University of Alaska Homer,AK Volunteer Repair on Community's Boilers Volunteer Firefighter Volunteer Search and Rescue Minor Electrical Repair and Maintenance Heavy Equipment Operator Mechanical Repair and Maintenance Native Village of Nanwalek a/k/a Nanwalek IRA Council Bulk Fuel Facility Business Operating Plan Appendix A-11 Native Village of Nanwalek PO Box 8026 Nanwalek,Alaska 99603 Work 907-281-2274 Fax 907-281-2252 Sebastian Demas Employment Education Training Community Work Skills Native Village of Nanwalek 2001-Present Assistant Bulk Fuel Operator Assists with the operation and maintenance of the bulk fuel facility. Responsible for fuel transfer and deliveries. Nanwalek Enhancement Project 2003-Present Fish Farm Tech. 2000 High School Diploma Nanwalek High Nanwalek,AK 2001 University of Alaska Anchorage 2003 Bulk Fuel Operator Training AVTEC Seward,AK 2003 Firefighter Training Chugachmuit Volunteer Firefighter Volunteer Search and Rescue Construction Native Village of Nanwalek a/k/a Nanwalek IRA Council Bulk Fuel Facility Business Operating Plan Appendix A-12 Jerry Demas Native Village of Nanwalek PO Box 8026 Nanwalek,Alaska 99603 Work 907-281-2274 Fax 907-281-2252 Employment Previous Employment Education Training Community Work Skills Native Village of Nanwalek 1996-Present Bookkeeper Responsible for implementing payroll,accounts payable,accounts receivable,tax filings and schedules,purchasing and tracking project expenses and preparation of required project financial reports and budgets.Assists the Tribal Administrator with the day-to-day activities of the Council's operations to ensure attainment of the goals and objectives set by the Tribal Council. Native Village of Nanwalek 1996-Present Backup Water Treatment Plant Operator Native Village of Nanwalek 1996-Present Heavy Equipment Operator North Pacific Housing Authority 1999-Present Representative Kid Corp 1992-1995 Bus Driver Pacific Gradney 1985-1991 Logging Road Work Commercial Fishing 1975-1988 Crew 1978 GED Annual CPA Training Chugachmuit Annual Water Treatment Plant Operator Certification ANTHC QuickBooks Training HUD Housing Board Member Volunteer Firefighter Volunteer Search &Rescue Bookkeeping Software Programs:QuickBooks,Microsoft Word &Excel Native Village of Nanwalek a /k/a Nanwalek IRA Council Bulk Fuel Facility Business Operating Plan Appendix A-13 NATIVE VILLAGE OF NANWALEK JOB DESCRIPTION BULK FUEL FACILITY MANAGER Exempt (Y/N):No Salary: Division:Bulk Fuel Location:Nanwalek Employee:Supervisor:Tribal Administrator Approved By:Tribal Council 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 Native Village of Nanwalek,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 Tribal Administrator with annual report of operations to the Denali Commission and other required reporting. Implements the spill response and related regulatory plans and ensure 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 within the facility.Investigates,evaluates,and determines best application of new developments in bulk fuel storage industry,and devises other means of securing maximum efficiency of personnel and equipment. Directs maintenance of property records and upkeep of equipment and structures. Native Village of Nanwalek a/k/a Nanwalek IRA Council Bulk Fuel Facility Business Operating Plan Appendix A-14 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.)or 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 cotrespondence.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. Native Village of Nanwalek a/k/a Nanwalek IRA Council Bulk Fuel Facility Business Operating Plan Appendix A-15 APPENDIX B:O&M AND R&R CosT ESTIMATE BULK FUEL OPERATION &MAINTENANCE AND REPLACEMENT &RENEWAL COSTS NANWALEK,ALASKA PREPARED BY:CLIENT Alaska Energy and Engineering,Inc.AEA P.O.Box 111405 813 W.Northern Lights Blvd. Anchorage,Alaska 99511-1405 Anchorage,Alaska 99503 December 18,2003 This cost estimate was prepared by AE&E using the HMS cost estimate spreadsheet format. Native Village of Nanwalek a/k/a Nanwalek IRA Council Bulk Fuel Facility Business Operating Plan Appendix B-1 BULK FUEL OPERATION AND MAINTENANCE AND REPLACEMENT AND RENEWAL COSTS PAGE 1 NANWALEK,ALASKA December 18,2003 NOTES REGARDING THE PREPARATION OF THIS ESTIMATE These Operations/Maintenance and Replacement/Renewal costs are based on Nanwalek Bulk Fuel Facility conceptual drawings 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 2003 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 and are established in 2003 dollars. Replacement costs are based one to four times over 40 years and are established in 2003 dollars. 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. Ie)5 10 15 20 25 30 35 40 Years:|!||||||| ||||1 i |t - 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. Native Village of Nanwalek a/k/a Nanwalek IRA Council Bulk Fuel Facility Business Operating Plan Appendix B-2 BULK FUEL OPERATION AND MAINTENANCE AND REPLACEMENT AND RENEWAL COSTS PAGE 2 NANWALEK,ALASKA December 18,2003 SUMMARY TOTAL COST One Time Cost (In 2003 Dollars) A.Operations &Maintenance Costs (Yearly)$7,451 x 40 Years =$298,030 B.Renewal Costs (Over 40 Years)See Business Plan Table C.Replacement Costs (Over 40 Years)See Business Plan Table TOTAL O&M AND RENEWAL/REPLACEMENT COSTS (2003 DOLLARS):See Business Plan Table 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. Native Village of Nanwalek a/k/a Nanwalek IRA Council Bulk Fuel Facility Business Operating Plan Appendix B-3 BULK FUEL OPERATION AND MAINTENANCE AND REPLACEMENT AND RENEWAL COSTS NANWALEK,ALASKA PAGE 3 December 18,2003 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 $$ NOTE:These projections are based on Nanwalek Village fuel facility tank farm comprising (1)27,000 galion tank and (1)12,000 gallon tank with fill and dispensing lines and pumping system (total shell capacity 39,000 gallons). All costs are projected on yearly basis using local labor and construction equipment rented from local resources. 1.GROUND MAINTENANCE Annual maintenance 12 Mos 5.000 60.000 17.85 1,071 1,071 SUBTOTAL 1.GROUND MAINTENANCE (YEARLY):1,071 1,071 2.TANKS,PIPELINES AND INSPECTIONS Fuel delivery (33,000 gallons - 1 time)1 LOT 15.000 15.000 17.85 268 268 Perform minor repairs,replace faulty valves and gauges (1 time/year -2 tanks)1 LOT 375.00 375 12.000 12.000 17.85 214 150.00 150 739 Annual inspection/pressure testing (1 outside person)1 LOT 400.00 400 10.000 10.000 75.00 750 150.00 150 1,300 Native Village of Nanwalek a/k/a Nanwalek IRA Council Bulk Fuel Facility Business Operating Plan Appendix B-4 BULK FUEL OPERATION AND MAINTENANCE AND REPLACEMENT AND RENEWAL COSTS NANWALEK,ALASKA PAGE 4 December 18,2003 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 $$ SUBTOTAL 2.TANKS,PIPELINES,ETC.(YEARLY):775 1,232 300 2,307 3.OTHER COSTS Operator training 1 EA 2.500 2.500 80.00 200 200 Administration -clerical 12 Mos 5.000 60.000 23.88 1,433 1,433 Supervision 12 Mos 4.000 48.000 30.00 1,440 1,440 Annual audit (in Anchorage)1 EA 10.000 10.000 100.00 1,000 1,000 Tankage insurance (through put)33,000 Gal 0.10 3,300 SUBTOTAL 3.OTHER COSTS (YEARLY):3,300 4,073 4,073 SUMMARY (YEARLY) 1.GROUND MAINTENANCE $1,071 2.TANKS,PIPELINES AND INSPECTIONS 2,307 3.OTHER COSTS 4,073 TOTAL IN PRESENT DOLLARS/YEAR:$7,451 Native Village of Nanwalek a/k/a Nanwalek IRA Council Bulk Fuel Facility Business Operating Plan Appendix B-5 BULK FUEL OPERATION AND MAINTENANCE AND REPLACEMENT AND RENEWAL COSTS NANWALEK,ALASKA PAGE 5 December 18,2003 QUANTITY MATERIAL LABOR EQUIPMENT B.Renewal Costs (Over 40 Years)No.of |Unit Unit Cost MH Total Cost Unit Cost TOTAL Units |Meas}Price $Unit Hrs |Rate $Price $$ 1A.FENCE Repair fence and gates (at 10 and 30 years -2 times)255 LF 3.75 956 0.125 31.875 17.85 569 1.60 408 1,933 1B.PADS AND DIKE Grade pads (at 10 and 30 years - 2 times)4,000 SF 0.10 400 0.002 6.667 17.85 119 0.09 373 892 Repair steps and landings and dispenser enclosure (at 10,20, and 30 years -3 times)80 SF 13.50 1,080 0.267 21.333 17.85 381 2.00 160 1,621 SUBTOTAL 1A &B.FENCE AND PADS &DIKE:2,436 1,069 941 4,446 2A.TANKS Replace pumps (at 10,20,30 and 40 years -4 times -2 tanks)1 LOT 2000.00 2,000 10.000 10.000 17.85 179 200.00 200 1,586 Replace miscellaneous valves and gauges (at 10,20,30 and 40 years - 4 times -2 tanks)1 LOT 562.50 563 9.000 9.000 17.85 161 150.00 150 873 2B.PIPELINES AND HEADERS Check barge fill line manifold and repair (at 10,20,and 30 years -3 times)4 LOT 750.00 750 30.000 30.000 17.85 536 250.00 250 deleted Native Village of Nanwalek a/k/a Nanwalek IRA Council Bulk Fuel Facility Business Operating Plan Appendix B-6 BULK FUEL OPERATION AND MAINTENANCE AND REPLACEMENT AND RENEWAL COSTS NANWALEK,ALASKA PAGE 6 December 18,2003 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 $$ 2B.PIPELINES AND HEADERS (Continued) Check and repair tank fill fines manifold (at 10,20,and 30 years -3 times)41 LOT 500.00 500 16.667 16.667 17.85 298 300.00 300 1,098 SUBTOTAL 2.TANKS AND PIPELINES:3,813 1,172 900 3,556 3.ELECTRICAL MAINTENANCE Check electrical systems serving pumps and fuel dispensers and repair as necessary (at 5,10,15,25, 30 and 35 years -6 times -2 tanks)71 LOT 500.00 550 16.000 16.000 22.50 360 75.00 75 985 SUBTOTAL 3.ELECTRICAL MAINTENANCE:550 360 75 985 SUMMARY (One time cost -multiply by number of times to be renewed) 14 &B.FENCE AND DIKES $4,446 2A &B.TANKS AND PIPELINES 3,556 3.ELECTRICAL MAINTENANCE 985 TOTAL iN PRESENT DOLLARS FOR 40 YEARS:$8,988 Native Village of Nanwalek a/k/a Nanwalek IRA Council Bulk Fue!Facility Business Operating Plan Appendix B-7 BULK FUEL OPERATION AND MAINTENANCE AND REPLACEMENT AND RENEWAL COSTS NANWALEK,ALASKA PAGE 7 December 18,2003 QUANTITY MATERIAL LABOR EQUIPMENT C.Replacement Costs (Over 40 Years)No.of |Unit Unit Cost MH Total Cost Unit Cost TOTAL Units Meas Price $Unit Hrs Rate $Price $$ 1A.FENCE Replace 6'0"fencing (at 20 and 40 years -2 times)255 LF 19.50 4,973 0.350 89.250 17.85 1,593 4.40 1,122 7,688 Replace 3'0"man gates (at 20 and 40 years -2 times)2 EA 275.00 550 5.000 10.000 17.85 179 729 Ditto 12'0"gate (at 20 and 40 years - 2 times)1 EA 1350.00 1,350 18.000 18.000 17.85 321 1,671 1B.PAD,DIKE AND STEPS 3"gravel surfacing to pad,37 CY (at 20 and 40 years -2 times)4,000 SF 0.09 360 0.005 20.000 17.85 357 0.30 1,200 1,917 Replace steps and grating (40 years -1 time)36 SF 32.50 1,170 0.450 16.200 17.85 289 2.50 90 1,549 Replace concrete pad (at 20 and 40 years -2 times)320 SF 7.00 2,240 0.200 64.000 17.85 1,142 1.25 400 3,782 Replace concrete foundations under tanks (at 40 years -1 time)5 CY 300.00 1,500 20.000 100.000 17.85 1,785 0.50 3 3,288 Excavate,replace dike liner and backfill (at 40 years -1 time)2,700 SF 6.50 17,550 0.400 1080.000 17.85 19,278 1.50 4,050 40,878 SUBTOTAL 1A &B.FENCE,PAD &DIKE:29,693 24,944 6,865 61,501 Native Village of Nanwalek a/k/a Nanwalek IRA Council Bulk Fuel Facility Business Operating Plan Appendix B-8 BULK FUEL OPERATION AND MAINTENANCE AND REPLACEMENT AND RENEWAL COSTS NANWALEK,ALASKA PAGE 8 December 18,2003 QUANTITY MATERIAL LABOR EQUIPMENT C.Replacement Costs (Over 40 Years)No.of Units Unit Meas Unit Price Cost $ MH Unit Total Hrs Rate Cost Unit Price Cost $ TOTAL 2A.TANKS Replace fuel dispenser (at 15 and 30 years -2 times)1 Drain,remove,refurbish,paint and reinstall tanks: 27,000 gallon (at 40 years -1 time - 1 tanks)1 12,000 gallon tank (at 40 years -1 time -1 each)1 2B.PIPELINES AND HEADERS Replace 2"above grade truck fill line and supports (at 40 years -1 time -2 pipes)180 Ditto 2"dispensing line (at 40 years -1 time -2 pipes) 2B.PIPELINES AND HEADERS.(Continued) Replace 2"diameter above grade fuel transfer line at tanks (at 40 years -1 time -1 pipes) 220 250 Replace pipeline valves at truck fill and tank lines,includes fill limiter and pipeline filter (at 20 &40 years-2 times)1 EA EA EA LF LF LF EA 7500.00 35000.00 21700.00 15.00 15.00 15.00 2800.00 Native Village of Nanwalek a/k/a Nanwalek IRA Council Bulk Fuel Facility Business Operating Plan Appendix B-9 7,500 35,000 21,700 2,700 3,300 3,750 2,800 24.000 325.000 201.50 0.250 0.250 0.250 20.000 24.000 325.000 201.500 45.000 55.000 62.500 20.000 75.00 75.00 75.00 17.85 17.85 17.85 17.85 1,800 24,375 15,113 803 982 1,116 357 2000.00 6600.00 700.00 4.50 4.50 2.50 2,000 6,600 700 810 990 625 11,300 65,975 37,513 4,313 5,272 5,491 3,157 BULK FUEL OPERATION AND MAINTENANCE AND REPLACEMENT AND RENEWAL COSTS NANWALEK,ALASKA PAGE 9 December 18,2003 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 $$ 2C.INSPECTION (OUTSIDE CONTRACTOR) Major inspection of tanks by outside group including per diem and travel costs (at 10,20 and 30 years - 3 times -2 tanks)41 LOT 1200.00 1,200 24000 24.000 75.00 1,800 500.00 500 3,500 SUBTOTAL 2.TANKS,PIPELINES &INSPECTION:77,950 46,345 12,225 136,520 3.ELECTRICAL SYSTEMS Replace wiring,panels and circuit breakers for pumps,etc.at each tank (at 20 and 40 years -2 times - 2 tanks)1 EA 12500.00 12,500 100.000 100.000 75.00 7,500 900.00 900 20,900 SUBTOTAL 3.ELECTRICAL SYSTEMS:12,500 7,500 900 20,900 SUMMARY (One time cost -multiply by times to be replaced) 1A &B.FENCE AND DIKES $61,501 2A &B.TANKS AND PIPELINES 136,520 3.ELECTRICAL SYSTEMS 20,900 TOTAL RENEWAL:$218,922 Native Village of Nanwalek a/k/a Nanwalek IRA Council Bulk Fuel Facility Business Operating Pian Appendix B-10 ADDITIONAL RELATED AND ATTACHED DOCUMENTS 1.Secondary Operator Agreement 2.Site Control Documents 3.Grant Agreement 4.R&R Fund Account -Sample Documents SECONDARY OPERATOR AGREEMENT FOR THE NANWALEK 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 Native Village of Nanwalek a/k/a Nanwalek IRA Council (the "Council”)for the upgrading of the Council's bulk fuel storage facilities at Nanwalek,Alaska (the "Facility”)owned by the Council;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 and the Council have agreed to a Business Operating Plan consistent with the Sustainability Criteria for the operation of the Facility,as contained in the Nanwalek Bulk Fuel Facility Business Operating Plan dated April 2,2004 ("Plan”);and WHEREAS,the Plan specifies that the Council 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 and the Council 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 necessary, pursuant to the terms and conditions of this Agreement; Now THEREFORE,the Commission and the Council 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 Nanwalek Bulk Fuel Facility Page 2 of 4 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 ot 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 Council 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 Nanwalek Bulk Fuel Facility Page 3 of 4 10. 4.4 The parties anticipate that,if a Secondary Operator is appointed,the Commission will appoint (to 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 ptevent (fo be determined)from serving as Secondary Operator.Therefore,the Council acknowledges and agrees that the Commission may appoint any qualified entity or entities to serve as Secondary Operator.The Commission will consult with the Council 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 Council and taking into account the needs and interests of the community of Nanwalek 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 or 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 requited 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.All obligations and rights of the parties stated herein shall be in addition to,and not in limitation of, those provided by applicable law. This Agreement shall be binding upon,and inure to the benefit of,the parties hereto,and their respective heirs,successors,and assigns. Secondary Operator Agreement for the Nanwalek Bulk Fuel Facility Page 4 of 4 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 NATIVE VILLAGE OF NANWALEK A/K/A NANWALEK IRA COUNCIL PY Gav hie Swit,4-07-04(Signature)(Date) Emile Swenning |=Chief(Name Printed)(Title) ror6 MMISSIONfonta Shou(Signature)(Date)A\Carne Ci ef af Che fe(Name Printed)(Title) for (TO BE DETERMINED) by (Signature)(Date) (Name Printed)(Title) KACHEMAK BAY TITLE AGENCY,INC. 3733 BEN WALTERS LANE #1 HOMER,ALASKA 99603 PHONE (907)235-8196 FAX (907)235-2420 CERTIFICATE TO PLAT TO:ALASKA ENERGY &ENGINEERING,INC. P.O.BOX 111405 ANCHORAGE,AK 9951L1-L405 AMENDED Order No.00024842 Premium:$250.00 Tax:$13.75 Gentlemen: 'This is a certificate as of October 6,2003 at 8:00 a.m.for a plat out of the following property: Lots Two (2)and Three (3),Block Twelve (12),TRACT "A",U.S.SURVEY NO.4901,ALASKA,TOWNSITE OF ENGLISH BAY,in the Seldovia Recording NDistrict,Vhird Judicisl District,State of Alaska. This Company certifies thal record tithe is vested in: VILLAGE OF ENGLISH BAY,an estate in fee simple free from all liens,enuumbrances,und objections except for as follows: 1,RESERVATIONS and exceptions as contained in U.S.Patent,and/or in acts authorizing the issuance thereof: 2.TAXES AND ASSESSMENTS,if any,due the taxing authority indicated: Taxing Authority:KENAL PENINSULA BOROUGH 3.OPTION AGREEMENT to Lease Land and Euscmencs,upon the rerms aad conditions therein provided: Optiouor;ENGLISH BAY VILLAGE COUNCIL Optionce:SITKA TELEPHONE COMPANY Recorded:.October 10,1983 Vohune/Page:26/415 $MORTGAGE to secure an indebtedness of the amount herein stated and any other amounts payable under the terms thereof: Amount:§11,500,000,00 Dated:Septemtber §,1981 Recorded:February 11,1985 Vohime/Page:1544467 Mortgagor;S(TYKA TELEPHONE COMPANY Mortearee:UNITED STATES OF AMERICA acting through the Administrator of die Rural SOS Visiun Fara TOTOIAK Rev.WT td Native Village of Nanwalek a/k/a Nanwalek IRA Council Site Control Documents Page 1 of 3 Electrification Administration ("REA") NOTE:'THIS MORTGAGE was recorded in the MOMER Recording District.The necessity of recording the mortgage in the Seldovia Reeording Distriet, TERMS AND CONDITIONS of that certain Supplement to Mortgage and Securily Agreement: Dated:January 11,1985 Recorded:February 11,1995 Volume/Page:27/333 Executed By:SITKA TELEPHONE COMPANY and UNITED STATES OF AMERICA,Adininistrator of Rural Electrification Administration TERMS AND CONDITIONS of that certuin Supplement to Mortgaye and Security Agreement: Dated:January 11,1985 Recorded:February 11,1085 VolumePage:27/556 Executed By:SITKA TELEPHONE COMPANY and UNITED STATES OF AMERICA,Administrator of Rural Eleciification Administration TERMS AND CONDITIONS of that certain Supplemear to Mortgage and Security Agreement: Dated:June 2,1987 Recorded:December 2,1987 Volume/Page:29/633 Executed By:TELEPHONE UTILITIES OF TILE NORTHLAND,INC.,UNITED STATES OF AMERICA,and RURAL TELEPHONE BANK SAIN INSTRUMENTS ABOVE cover subject premises and include other property. This reporl is.restricted to the use of the addressee and is not to be used as a basis for closing any transactionaffectinglitletosuidproperty.Liability of the Agency is limited to the compensation received therefor. ,a7 KAGHEM AA BAY TITLE AGENCY,INc. J mann LluLueindaEckert Authorized Signature NOTE:We will update this certificate to voruply with Kenai Peninsula Borough Ordinance 99-38 upon notification (rom surveyor. Native Village of Nanwalek a/k/a Nanwalek IRA Council Site Control Documents Page 2 of 3 KACHEMAK BAY TITLE AGENCY,INC. 3733 BEN WALTERS LANE #1 HOMER,ALASKA 99603 PHONE (907)235-8196 FAX (907)235-2420 CERTIFICATE TO PLAT TO:Alaska Energy &Engineering,Inc. P.O.Box 111405 Anchorage,AKC 99301-1403 Order No,00024843 Premium:$250.00 Tax:$13.75 Gentlemen: This ts a certificate as of October 6,2003 at 8:00 a.m.for a plat out of the following property: Tract "B",according ta U.S.SURVEY NO.-'WOL,ALASKA,TOWNSITE OF ENGLISH BAY,in the Seldovia Recording District,Third Judicial Districr,State of Alaska, This Company certifies that record title is vested in: VILLAGE OF ENGLISH BAY,au estate in fee simple free from all ens,encumbrances,and objections except for as follows: 1.RESERVATIONS and exceptions.as contained in U.S,Patent,and/or in acts authorizing Uhe issuince thereof: 2.TAXES AND ASSESSMENTS,ifany,duc the taxing authority indicated: Taxing Authority:KENAT PENINSULA BOROUGH This report is restricted 10 the use of the addressee and is nat to he used as 4 basis for closing any wansaction affecting title to suid properly.Liability of the Agency is limited to the compensation rece:ved therefor. o RACHEMAN BAY TITLE AGENCY ING.4 1 NO a ||LereegetLucindaEckert Authorized Signature NOTE:We will update this certificate tu carmply with Kenai Peninsula Borough Ordinance 90-38 wpon notification from surveyor. SS Vision Tar TOTOIAK Rev.10011499 Native Village of Nanwalek a/k/a Nanwalek IRA Council Site Control Documents Page 3 of 3 State of Alaska Alaska Energy Authority « |a]q@@-=ENERGY AUTHORITY Grant Agreement Grant Agreement Number Amount of Funds 2195200 $745,747.00 Project Code(s)Encumbrance Number/AR Project Title340219NanwalekBulk Fuel Upgrade Grantee Authority Contact Person Name Name Native Village of Nanwalek David Lockard Street/PO Box P.O.Box 8026 Title Project Manager City/State/Zip Nanwalek,Alaska 99603 Street/PO Box 813 W.Northern Lights Blvd Contact Person Emilie Swenning,Chief City/State/Zip Anchorage,AK 99503 Phone Fax 907-281-2274 907-281-2252 Phone Fax 907-269-4541 907-269-3044 AGREEMENT The Alaska Energy Authority (hereinafter 'Authority')and the Native Village of Nanwalek (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 $745,747.00,unless the grant amount is amended as provided herein.Section II.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 June 30,2005. 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 Articte C:General Provisions Appendix 3:Waiver of Sovereign Immunity Appendix 4:In-Kind Contributions AMENDMENTS:Any fully executed amendments Appendix 5:Employer Identification Number App to this Agreement Appendix 6:EIN Power of Attorney Grantee Authority Signature ,EnaoLe Swenmmnss Signat pub Printed Name and Title Emilie Swenning,Chief ed Narfé and Title Ronald W.Miller,Executive Director Pri pate 4-07-04 Date [4-OF Nanwalek Bulk Fuel Upgrade Project Grant Agreement Number 2195200 Page 2 of 21 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. b)"Denali Commission”means the federal-state commission established under 42 USC 3121 and its successors or assigns. c)"Executive Director'means the Executive Director of the Authority or authorized designee. d)"Grantee”means the Native Village of Nanwalek. e)"Grantor”means the Alaska Energy Authority. f)"Project”means the Nanwalek Bulk Fuel Upgrade Project. g)"Procurement Manager”means the employee of the Authority who determines disputes as provided in Article C.Section 3. h)"State”means the State of Alaska. i)"Project Manager'means the employee of the Authority in charge of the Project. j)"Design Documents”are the technical documents and drawings specifying how the Project is constructed. k)"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.1/04 H:Mjudd/Grants/2004/2004Q1/Nanwalek -2195200.doc Nanwailek Bulk Fuel Upgrade Project Grant Agreement Number 2195200 Page 3 of 21 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. Section 1.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 Nanwalek,Alaska,as described more fully in the CDR Design dated November 17,2003,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 redesignate 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. 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. AEA:Rev.1/04 H:Mjudd/Grants/2004/2004Q1/Nanwalek -2195200.doc Nanwalek Bulk Fue!Upgrade Project Grant Agreement Number 2195200 Page 4 of 21 c)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. d)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)The Authority,as Grantor,shall have sole discretion to determine which projectcostsareeligibletobepaidforfromGrantmoniesunderthisagreement.No workshallbeperformedorinitiatedwithoutthepriorapprovalfromtheAuthority.UponapprovalbytheAuthority,the following necessary reasonable,actual expensesassociatedwiththedesignandconstructionoftheProjectareeligibleforpaymentor reimbursement from grant funds: 1.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 theProjectandshallincludethefollowing: 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. 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. AEA:Rev.1/04 H:Mjudd/Grants/2004/2004Q1/Nanwalek -2195200.doc Nanwalek Bulk Fuel Upgrade Project Grant Agreement Number 2195200 Page 5 of 21 b)Costs not in 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 Construction Manager,who serves as an on-site representative of the Authority,has the right to hire and fire,and establish wage rates and work hours of Project employees. 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) b) 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' Wetlands Permit,State Fire Marshal approval,rights-of-way for the pipelines,and site control,including any necessary Coastal Zone Management coordination through the Division of Governmental Coordination (DGC).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; AEA:Rev.1/04 H:Mjudd/Grants/2004/2004Q1/Nanwalek --2195200.doc Nanwalek Bulk Fuel Upgrade Project Grant Agreement Number 2195200 Page 6 of 21 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. c)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. d)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 15 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. 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. AEA:Rev.1/04 H:Mjudd/Grants/2004/2004Q1/Nanwalek --2195200.doc Nanwalek Bulk Fuel Upgrade Project Grant Agreement Number 2195200 Page 7 of 21 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 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. b)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. c)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 AEA:Rev.1/04 H:Mjudd/Grants/2004/2004Q1/Nanwalek -2195200.doc Nanwalek Bulk Fuel Upgrade Project Grant Agreement Number 2195200 Page 8 of 21 d) h) )) k) copy of the decision to the Grantee by certified mail or other method that providesevidenceofreceipt.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 final 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. The hearing officer shall arrange for a prompt hearing and notify the parties in writing of the time and place.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. AEA:Rev.1/04 H:Mjudd/Grants/2004/2004Q1/Nanwalek 2195200.doc Nanwalek Bulk Fuel Upgrade Project Grant Agreement Number 2195200Page9of21 Section 4.Termination. a)The Grantee shall have no rights to compensation or damages for termination except as provided in this Section. b)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. c)"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. d)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. 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. AEA:Rev.1/04 H:Mjudd/Grants/2004/2004Q1/Nanwalek -2195200.doc Nanwalek Bulk Fuel Upgrade Project Grant Agreement Number 2195200 Page 10 of 21 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 (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, including Denali Commission policies on sustainability,private enterprise,project prioritization,pipelines and dispensers,project design capacity,and construction containment,and the other applicable terms and conditions in Denali Commission Financial Assistance Award Number 0048-DC-2002-I1. AEA:Rev.1/04 H:Mjudd/Grants/2004/2004Q1/Nanwalek -2195200.doc Nanwalek Bulk Fuel Upgrade Project Grant Agreement Number 2195200 Page 11 of 21 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. 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 Chief 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 AEA:Rev.1/04 H:Mjudd/Grants/2004/2004Q1/Nanwalek -2195200.doc Nanwalek Bulk Fuel Upgrade Project Grant Agreement Number 2195200 Page 12 of 21 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: Deputy Director,Rural Energy Alaska Energy Authority 813 West Northern Lights Boulevard Anchorage,Alaska 99503 Phone 907-269-3000 Fax 907-269-3044 and in the case of the Grantee shall be: Emilie Swenning,Chief Native Village of Nanwalek P.O.Box 8026 Nanwalek,Alaska 99603 Phone 907-281-2274 Fax 907-281-2252 AEA:Rev.1/04 H:Mjudd/Grants/2004/2004Q 1/Nanwalek 2195200.doc Nanwalek Bulk Fuel Upgrade Project Grant Agreement Number 2195200 Page 13 of 21 Appendix 1 NOTICE OF PROJECT COMPLETION ALASKA ENERGY AUTHORITY Date: Project Name Nanwalek Bulk Fuel Upgrade Project Contracting Party Native Village of Nanwalek Authority Contract No.2195200 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.2195200. Project Manager Date Alaska Energy Authority AEA:Rev.1/04 H:Mjudd/Grants/2004/2004Q1/Nanwalek -2195200.doc Nanwalek Bulk Fuel Upgrade Project Grant Agreement Number 2195200 Page 14 of 21 The Native Village of Nanwalek certifies that the Project named above is complete in accordance with the terms and conditions of Authority Agreement No.2195200. The Native Village of Nanwalek acknowledges and certifies that all expenses incurred by the Village under the Agreement have been paid in full.The Village further acknowledges that it can make no further claims for reimbursement. Authorized Signature (Title) (Name Printed)Date AEA:Rev.1/04 H:Mjudd/Grants/2004/2004Q1/Nanwalek 2195200.doc Nanwalek Bulk Fuel Upgrade Project Grant Agreement Number 2195200 Page 15 of 21 Appendix 2 FUNDING SOURCES AND TOTAL GRANT BUDGET Project Code 340219 Total AEA Grant $745,747.00 Total Project Budget $850,000.00 Anticipated Funding Allocation: Denali Commission:$700,000.00 State $150,000.00 AEA:Rev.1/04 H:Mjudd/Grants/2004/2004Q1/Nanwalek -2195200.doc Nanwalek Bulk Fuel Upgrade Project Grant Agreement Number 2195200 Page 16 of 21 Appendix 3 WAIVER OF SOVEREIGN IMMUNITY AEA:Rev.1/04 H:Mjudd/Grants/2004/2004Q1/Nanwalek -2195200.doc Nanwalek Bulk Fuel Upgrade Project Grant Agreement Number 2195200 Page 17 of 21 WAIVER OF SOVEREIGN IMMUNITY RESOLUTION NUMBER OY4-0©O5 A RESOLUTION OF THE NATIVE VILLAGE OF NANWALEK accepting State of Alaska,Alaska Energy Authority Grant number 2195200 for the Nanwalek Bulk Fuel Upgrade Project and waiving sovereign immunity from suit for actions arising out of,or in connection with,the Grant. WHEREAS,the Authority and the Denali Commission requires as a condition of the Grant that the Native Village of Nanwalek irrevocably waive any sovereign immunity which it may possess,and consent to suit against itself or its officials as to all causes of action arising out of or in connection with the Grant Agreement; NOW THEREFORE BE IT RESOLVED THAT: 1.THE NATIVE VILLAGE OF NANWALEK (NVN)hereby consents to suit by the State of Alaska and/or by the Denali Commission against NVN and its officials in state court ,federal court or in administrative proceedings with respect to any disputes, claims or causes of action (including without limitation enforcement or injunctive relief) arising out of or in connection with Grant Agreement 2195200;,the contractual duties assumed by NVN under that agreement,the Secondary Operator Agreement,the Access,Operations,and Maintenance Agreement,the Covenant of Public Purpose, Use,and Access,and any other agreement pertaining to the grant-funded project;or the operation of the facility following construction. 2.NVN hereby consents to levy,execution,or garnishment against NVN's real and personal property,however held and wherever located,for any judgment or order entered in any lawsuit or administrative proceeding related to or arising out of Grant Agreement 2195200;,the contractual duties assumed by NVN under that agreement, the Secondary Operator Agreement,the Access,Operations,and Maintenance Agreement,the Covenant of Public Purpose,Use,and Access,and any other agreement pertaining to the grant-funded project;or the operation of the facility following construction,including,but not limited to,awards of attorneys fees and costs entered by any court. 3.NVN consents to the assertion by the State of any defenses,cross-claims,or counterclaims in any civil action that is filed by NVN against the state. 4.With respect to a claim or action by a force account employee or other employee of NVN arising out of or in connection with Grant Agreement 2195200;,the contractual duties assumed by NVN under that agreement,the Secondary Operator Agreement,the Access,Operations,and Maintenance Agreement,the Covenant of Public Purpose, Use,and Access,and any other agreement pertaining to the grant-funded project;or the operation of the facility following construction,NVN waives sovereign immunity to AEA:Rev.1/04 H:Mjudd/Grants/2004/2004Q1/Nanwalek -2195200.doc Nanwalek Bulk Fuel Upgrade Project Grant Agreement Number 2195200 Page 18 of 21 the extent of,and to the extent necessary to secure,insurance coverage including workers compensation insurance. 5.This waiver shall in no case be deemed a waiver or consent to suit,tax,or any other charge against NVN by any party other than the State of Alaska or the Denali Commission,except as specifically provided in (4)above. 6.Emilie Swenningis hereby authorized to negotiate,administer and execute on behalf of NATIVE VILLAGE OF NANWALEK Grant number 2195200 for the Nanwalek Bulk Fuel Upgrade Project and to negotiate,execute,and administer any other documents,agreements,and contracts required under or related to the Grant Agreement including subsequent amendments. PASSED AND APPROVED BY THE NATIVE VILLAGE OF NANWALEK On Y-o7-OY 2004. IN WITNESS THERETO BY:SIGNATURE OF PRESIDENT "Q--aSignatureZawLleyGutve8Titl[Ch bef Attest:SIGNATURE OF CLERK/SECRETARY Signature Aalef Lhe.Title Ateatherd, AEA:Rev.1/04 H:Mjudd/Grants/2004/2004Q 1/Nanwalek -2195200.doc Nanwalek Bulk Fuel Upgrade Project Grant Agreement Number 2195200 Page 19 of 21 Appendix 4 GRANTEE IN KIND CONTRIBUTIONS TO THE PROJECT The Grantee will provide,at no cost to the project the following: Heavy equipment and lodging as available. AEA:Rev.1/04 H:Mjudd/Grants/2004/2004Q1/Nanwalek -2195200.doc Nanwaiek Bulk Fuel Upgrade Project Grant Agreement Number 2195200 Page 20 of 21 Appendix 5 EMPLOYER IDENTIFICATION NUMBER APPLICATION AEA:Rev.1/04 H:Mjudd/Grants/2004/2004Q1/Nanwalek -2195200.doc corm S94 Application for Employer Identification Number EIN (Rev.D ber 2001)(For use by employers,corporations,partnerships,trusts,estates,churches, Departnent of the Trezsury internal Revenue Senice >See separate instructions for each line.>Keep a copy for your records. government agencies,Indian tribal entities,certain individuals,and others.)OMB No.1545-0003 1 Legal name of entity {or individual)for whom the EIN is being requested |iNative Village of Nanwalek a/k/a Nanwalek TRA Councilr2Tradenameofbusiness(it diterem trum .ame on Ene 1)3 Executor,trustee,"care of"name . Richards,Johnson &Granberry P:C. 4a Mailing address (room,apt,suite no,and street,of P.O.box)|5a Street address (if different)(Do not enter a P.O.box.) 1100 West Barnette Street,Suite 102 4b Ciy,state,and ZIP code 5b City,state,and ZIP code Fairbanks,Alaska 99701 Typeorprintclearly.6 County and state where principal business is located 7a Name of principd officer,general partner,grantor,owner,or trustor |7b SSN,ITIN,or EIN 8a Type of entity (check only one box); .(I Estate (SSN of decedent)i \ C)Sote proprietor (SSN)i :(J Pian administrator (SSN): ()Partnership (J Tnist (SSN of grantor)i O Corporation (enter form numberto be filed)>0 National Guard C1 State/ocal goverment -2 Personal service corp.[]Farmess'cooperative []Fedeml governmentinilitay DD Church or church-controlled organization CJ remic 0 tndan tba goverrments/enterpises|CD Other nonprofit organization (specify)>Group Exemption Number (GEN)>W]Other (specify)>Rural Energy Construction Grant 8b 'If a corporation,name the state or foreign country |State Foreign counvy (if applicable)where iricorporated , 9 Reason for applying (check only one box):DO Banking purpose (specify purpose)> (7 Started new business (specify type)PS O Changed type of organization (specify new type)> C1 Purchased going businessC)Hired employees (Check the box and see fine 12.)C1 Created a wust (specify type)> Compliance with IRS withholding regulations .(2 Created a pension plan (specify type)>(J Other (specify)>; 10 Date business started or acquired (month,day,year)-11 Closing month of accounting year 12 First date wages or annuities were paid or will be paid (month,day,year).Note:if applicant is a withholding agent,enter date income willfirstbepaidtononresidentalien.(month,day,year).2 6 6 ww ee 13 Highest number of employees expectedin the next 12 months.Note:if the applicant does not |Agricultural |.Household Other expect to have any employees during the period,enter"-0--".2 2.2.1 6.wee : 14 Check one bax that best describes the principalactivity of your business []Health care &socialassstaice []Whobsde-agetbrcker[A Congncton []Rentd &leasing (1 Trangpotatbn&warchoushg [.]Accommodation&foodsenice [J Whdesate-oha [1 RetaiCIRealestte[1 Mansfacuring [1 Finarce &insuarce [1]Othe (spedfy 15 Indicate principal fine of merchandise sold;specific construction work done;products produced;or services provided.Bulk Fuel Tank Farm 16a Has the applicant ever applied for an employer identification number for this or any other business?Note:If "Yes,”please complete lines 16b and 16c. ....DO Yes Mi No 16b if you checked "Yes”on fine 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 fited (mo.,day,year}"City and statefe wherefited_Previous EIN Complete tis section only you wart to authorize the ramed individual to receive the entity's EW and aaa estos he corpo of Ws TomThirdDesignee's name .Designee's tephore urbe firduch ares code) Party Stefani Dalrymple/Richards,Johnson &Granberry CPA P.C.{907 )452-4156 Designee }Address and ZIP code Designer's fax number (induce area code)1100 West Barnette St,Ste.102,Fairbanks,AK 99701 (907 )456-2290 Underpenaities of perjury,declare that !have exarined this appitation,and to the best of my knowledigeand belief,It is true,correct,and complete.VY, age .1 .Appicert'stdephoenumter (include arts codNameandttle(type or print clearty)>Emilie Sweaning ::(F027)28)-PE SLA .'-, . . /Applicant's fax nurrber fnduce area code)Signanre >Can rr ba'g :Wwern exe nae4 -7-O4 |(997 )291-33.52ForPrivacyActandPaperworkReductionActNotice,see separate igStructions.Cat.No.16055N Form SS-4 (Rev.12-2001) Form SS-4 (Rev.12-2001)'Pace 2 Do |Need an EIN? File Form SS-4 if the applicant entity does not already have an EIN butis 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 fines 1-5b,7a-b (if applicable),8a, 9,and 16a-c. 'Changed type oforganization Either the legal character of the organization or its ownership changed (e.g.,youincorporateasoleproprietorshipor form apartnership) Complete lines 1-16c (as applicable).. Purchased @ goingbusiness*Does not already have an EIN Complete lines 1-16c {as applicable). Created a trust The vust iis 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 (otherthanFormW-8ECI),avoid withholding onportfolioassets,or claim tax treaty benefits® Complete lines 1-5b,7a-b (SSN or ITIN optional),8a-9,and 16a-c. _ls administering an estate Needs an EIN to report estate income onForm1041 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 (.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. F Is a state or local agency Serves as a tax reporting agent for publicassistancerecipientsunderRev.Proc.80-4,1980-1 C.B.5877 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 seturns,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..?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 (oriscoveredbythedefaultrules),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){tii).)*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 Tequired to file Form 980-T,Exempt Organization Business Income Tax Return,must have an EIN. "4 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 (QI)need a QI-EIN even if they already have an EIN,See Rev.Proc,2000-12. ; ”See also Household employer on page 4.(Note:State or Jocal agencies may need an EIN for other reasons,e.g.,hired employees.) *Most LLCs do not need to file Form 8832.See Limited Itability 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. © Nanwalek Bulk Fue!Upgrade Project Grant Agreement Number 2195200 Page 21 of 21 Appendix 6 EIN POWER OF ATTORNEY AEA:Rev.1/04 H:Mjudd/Grants/2004/2004Q1/Nanwalek -2195200.doc rom 2048 Power of Attorney ovNo,1545.59-:For IRS U(Rev.January 2002)and Declaration of Representative sedeDepartmentoftheTreasury.y-Imernal Revere Service >See the separate instructions.Name .TelephoneG2iralPowerofAttorney(Type or print)Function 1__Taxpayer information.Taxpayer(s)must sign and date this form on page 2,line 9.Date {sf Taxpayer name(s)and address Social security number(s)|Employer identification Native Village of Nanwalek :::"number a/k/a Nanwalek IRA Council:7 woe r i _ P.O.Box 8026 :---;i j 1 ber (if applicable!Nanwalek,Alaska 99603 (nme peer number |Plan number (if app ) 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.....-...----8005-72238R. 'Arlene Koenig Telephone No.........207/452-41561100WestBarnetteSt,Ste.102 --Fax No.__...:......907/452-3156 . Fairbanks,Alaska 99701 Check if new:Address [1 Telephone No. Name and address CAF No.._-8006-01437R_oo Debra Gross ,Telephone No.........907/452-41561100WestBarnetteSt.,Ste.102 Fax No....--907/452-3156 a Fairbanks,Alaska 99701 Check if new:Address []Telephone No.(9 Name and address,CAF No.__..wees a Stefani Dalrymple ;Telephone No.........997/452-41561100WestBarnetteSt,Ste.102 Fax No.....907/452-3156.-- Fairbanks,Alaska 99701 Check if new:Address (0 Telephone No.[] 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 Cyil Penalty (See the instructions for fine 3.)(1040,941,720,etc.);Period(s) Application for Employer Identification Number Ss-4 2002,2003,2004,2005,2006 Employer's Quarterly Federal Tax Return 941 2002,2003,2004,2005,2006 Employer's Annual Federal Unemployment Tax 940 2002,2003,2004,2005,2006 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,Seé the instructions for Line 4.Specific uses notrecordedon CAF..........>O 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 Line5.Acts authorized.. . . List any specific additions or deletions to the acts otherwise authorized in this power of attorney:------...------Deen em eee r eens Note:In general,an unénrolled preparer of tax returns cannot sign any document for a taxpayer.See Revenue Procedure 81-38,printed as Pub.470,for more infor mation, Note:The tax matters partner of a partnership is not permitted to authorize representatives to perform certain acts.See the separateinstructionsformoreinformation., 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.119803 Form 2848 (Rev.1-2002). Form 2848 (Rev.71-2002)Page 2 7 Notices and communications.Original notices and other written communications will be sent to you and a copy to thefirstrepresentativelistedonline2unlessyoucheckoneormoreoftheboxesbelow. a {f you want the first representative listed on line 2 to receive the original,and yourself a copy,of such notices orcommunications,check this box ...re 4)b if you also want the second representative listed to receive aa copy of such notices and communications,'check this box.>O)c_lf you do not want any notices or communications sent to your representative(s),check thisbox ...2 ..7 FO 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....-.ee PDYOUMUSTATTACHACOPYOFANYPOWEROFATTORNEYYOUWANTTOREMAININEFFECT. 9 Signature of taxpayer(s).if a tax matter concerns a joint return,both husband and wife must sign if joint representation isrequested,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. Title (if applicable) Print Name Part i|Declaration of Representative Caution:Students with a special order to represent taxpayers in Qualified Low Income Taxpayer Clinics or the Student Tax ClinicProgram,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; e |am authorized to represent the taxpayers)identifiedin Part !for the tax matter(s}specified there;and#|am one of the following:a Attorney-a memberin 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 (.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 _Unervolled Return Preparer-an unenrolled return preparer under section 10.7(c)(1)vill)of Treasury Department Circular No.230.>IF THIS DECLARATION OF REPRESENTATIVE IS NOT SIGNED AND DATED,THE POWER OF ATTORNEY WILL BE RETURNED.omnmoad&Designation-Insert |Jurisdiction (state)or Signature Dateaboveletter(a-h)Enroliment Card No. b Alaska b ”Alaska h Alaska Form 2848 (Rev.1-2002) 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 {s 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. Native Village of Nanwalek a/k/a Nanwalek IRA Council 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 spectfied 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) recelved 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 ts 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 arising out of the negligence or willful misconduct of bank.In no event shall bank be liable to depositor or any third party for special indirect or consequential damages,or lost profits or loss of business,arising in connection with this agreement. Native Village of Nanwalek a/k/a Nanwalek IRA Council 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. al.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. Native Village of Nanwalek a/k/a Nanwalek IRA Council 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: Native Village of Nanwalek a/k/a Nanwalek IRA Council R&R Fund Account -Sample Documents 4 Wells Fargo Renewal and Replacement Account Escrow Managed "Regular Savings”Account Agreement ,2003 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 ,2003,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 Native Village of Nanwalek a/k/a Nanwalek IRA Council 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: Date Its: Taxpayer ID # Address: Native Village of Nanwalek a/k/a Nanwalek IRA Council R&R Fund Account -Sample Documents National Bank'YAlaska PLEASE COMPLETE THIS AREA TO INSURE CORRECT ROUTING ORIGINATED BY ESCROW AGREEMENT 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 $F ofs Maturity Date Oo Monthly Oo Quarterty a Sem+-Annually a Annually First payment due:Interest start date at Payments made in excess of the regular scheduled amount 0 sewill O will not satisfy future payments due. Excess funds o will Oo will not be applied to prior debt.Interest based on a 360 days Oo 365days. Attached:O Exhibit A Special Payment Provisions O Exhibit B Multiple Disbursements O Exhibit C Partial Releases 0 Exhibit D Reserves Additional [nstructions: You are authorized to charge my WF Account #C1 _sfor the scheduted escrow payments,O _sbattoon payments. Payer Signature Remit payments to payee: Address Or Credit Payments to:im]Cashier's Check o E.F.T.(Enclose voided check) a Checking Os Savings:WF Acct.No.r(9)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 paymentfransaction.Set up fee:Ospaid collect from first payment.Fees Paid by: (Fees Subject to Change Without Notice)DG We request late payment monitoring (additional fee) Unless otherwise instructed,all service charges and fees will be charged to Payee. Payee O Payer Os Divide Equally WF is hereby authorized to deliver,by mail or the and/or herein to any one of the undersigned Payees for and on behalf of all Payees at any address given below or such other address as any one of the c Payees shall 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 jeast 20 days'written notice of Payee's intent to terminate,delivered by registered or certified mail, At WF'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 toeachofus.Upon receipt by the Bank of the final payment,the Bank will deem the contract satisfied and the and/or di will be to the Payer.Under penaity of perjury,|certify that the Social Security or Employer |I.D.Number provided below is true,correct and complete,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 ID.NO. X xX PAYEE (SELLER)SIGNATURE PAYER (BUYER)SIGNATURE ADDRESS ADDRESS PLEASE PRINT NAME SOCIAL SECURITY NO.OR EMPLOYEE LD.NO. X PLEASE PRINT NAME. X PAYEE (SELLER)SIGNATURE SOCIAL SECURITY NO.OR EMPLOYEE I.D.NO. PAYER (BUYER)SIGNATURE ADDRESS Received above item(s)subject to conditions herein mentioned. Weils Fargo Bank Alaska. By ADDRESS PLEASE COMPLETE THIS AREA TO INSURE CORRECT ROUTING Native Village of Nanwalek a/k/a Nanwalek IRA Council R&R Fund Account -Sample Documents National Bank YAlaska 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,Alaska 99510-0600 or such other address as may be directed by WF in the future.WF shall 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 shall it beresponsiblefordeterminingthesufficiencyofanysuchpaymentunlessotherwiseagreedinwritingbyWF.WF will credit the account for payments as received and will disburse funds the following business day,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 other named Payees in reliance upon Payer's dishonored payment.Upon receipt of such notice,Payee shall promptly remit to WF the amount of such funds so disbursed by WF together with WF's then customary charge for the handling of returmed checks,which charge shall be stated in the notice sent to Payee.WF is hereby given authority to reverse the credit to an account to which it has disbursed funds and/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 Agreement and retum the documents to Payee. 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,to principal.The parties shall have 30 days in which to dispute the application of payments as computed by WF.WF shall be notified of any such dispute in writing within 30 days. if WF does not receive such notice within 30 days,all computations made by WF shall be conclusively deemed correct.Nothing in this paragraph shail modify or change any of the agreements between,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 ail 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 interptaader action. Limitation of WF's Responsibility.WF shall be responsibie 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,thedescriptionhavingbeenfurnishedbytheparties; {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 schedule will amortize any obligation,(g)|To determine the sufficiency or verification of the account balances on any other previously or subsequently-tecorded 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,collect 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 thisAgreement,for the month in which any damages are incurred.Under no circumstances will WF be liable for any special,consequential,or punitive damages.NotwithstandinganyotherprovisionofthisAgreement,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 all 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 shalt not be responsible for determining the existence of any such conflict or omission, Authority to Rel Informati If any party to this Agreement sells or contracts to sell the property described in the documents deposited herewith,or applies for financingsecuredbytheproperty,WF is authorized to furnish to the lender,closing agent,or any other interested party,any information conceming 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'priorwrittennoticetoPayerandPayee.Upon such transfer,WF shall be relieved of all further duties and tiabilities 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. Native Village of Nanwalek a/k/a Nanwalek IRA Council 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, Native Village of Nanwalek a/k/a Nanwalek IRA Council R&R Fund Account -Sample Documents ATTACHMENT B How to Establish a Renewal and Replacement Account for Denali Commission Funded Public Infrastructure Background Under the guidelines of Denali Commission funding a community is required to have a business plan that outlines 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. o 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 Jackie Zuspan Sr.Escrow Officer Escrow Manager First National Bank Operations Wells Fargo Center 301 West Northern Lights Blvd. 1751 Gambell St.Anchorage,AK 99503 Anchorage,AK 99501 Phone:(907)265-2162 Phone:(907)777-3424 Fax:(907)265-2170 Fax:(907)777-3446 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 |balance is above $300 is above $2,500 Disbursement Fee $25.00 each time a community $5.00 each time (for a Money requests funds (through approved |Order)when a community resolution)requests funds (through approved resolution) Native Village of Nanwalek a/k/a Nanwalek IRA Council 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 Native Village of Nanwalek a/k/a Nanwalek IRA Council 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 IX: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.Tab 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 Appendix A:Statement ofQualification for an overview of the Primary Operator's fiscal controls and accounting procedures. At least once a year,no later than August 31,the Primary Operator will develop a budget for the upcoming calendar year,October 1 through September 30,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 O@*M Schedule as a guide to plan for annual maintenance activities and Tabk D:40 Year OM Cashflow as a guide to estimated yearly O&M required contributions. These costs are based upon the O&M cost estimate provided by Alaska Energy and Engineering,Inc.,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 R¢*R Fund Account-Sample Documents for "How to Establish a RC7R Account').It isassumedthattheR&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 LX:Financial Information provides Table E:40 Year R&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 paymentschedules.These costs are based upon the R&R cost estimate provided by Alaska Energy and Engineering, Inc.,see Appendix B:O&M and R&R Cost Estimate. Native Village of Nanwalek a/k/a Nanwalek IRA Council R&R Fund Account -Sample Documents 12 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 esctow 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. Native Village of Nanwalek a/k/a Nanwalek IRA Council R&R Fund Account -Sample Documents 13 40 YEAR RENEWAL AND REPLACEMENT CASHFLOW ATTACHMENT D Council Inflation Rate :Initial Cost per gallon ($/gallon):[ Reinvestment Rate :Annual increase :[-? Escrow Fees:Council 20 Year R&R:Council Initial Throughput (gallons)- 20 Year Loan Proceeds:-Initial Throughput (gallons)Initial Cost per gallon ($/gallon): Loan Rate:[F--Initial Throughput (gallons):Annual increase : Loan Term:['-"- Initial Cost per galion ($/gallon): Annual increase : R &R Fund Balance Assumed Throughput (Gallons) Beg.of Annual Deposit _Interest End ofYearYerPrincipal1DebtService|_P45'|Eamings (Net Year Council --CouncilBalanceCouncil--Toul Received Replacements of Fees)Balance 1 $:$4,290 |$-|§-|$4,290 $-|$-1$4,290 18,000 ::$0.130 |$$ 2418 4,290 |$4,443 |$-|$§-|$4,443 $-|$129 |$8,862 18,360 :-$0.133 |§$ 3 $8,862 |$4,602 |$-|$-|$4,602 $-|$266 |$13,730 18,727 ::$0.135 |$$ 4 $13,730 |$4,767 |$-{$-|$4,767 $-1$412 |$18,910 19,102 ::$0.138 |$§ 5 $18,910 |$4,938 |$-|$-($4,938 $1,045 1 §536 |$23,338 19,484 ::$0.141 [§$ 6 $23,338 |$5,115 |$-|$-|$5,115 §-|$700 |$29,154 19,873 :-$0.144]§$ 7 $29,154 |§5,299 |$-|$-|$5,299 $-|$875 1$35,327 20,271 :-$0.146 |$$ 8 $35,327 |$5,489 |$-|$-|$5,489 $-|$1,060 |$41,876 |20,676 ::$0.149 |§$ 9 §41,876 1$5,686 |$-|$-|$5,686 $-|$1,256 |§48,819 21,090 --f Us 0.152 |$$ 10 $48,819 1 $5,891 |$-|5 -|$5,891 $14,278 1 $1,036 |§41,467 21,512 :-$0.1551 §$ 11 44$41,467 |$6,103 |$-\$-|$6,103 $1,244 1$48,814 21,942 :-$0.158 |$§ 12 $48,814 |$6,323 |$-($-|$6,323 $-1$1,464 |§56,601 22,381 -:$0.162 |$$ Btls 56,601 |$6,550 |$-|$-l$6,550 $-|$1,698 |$64,850 |22,828 ::$0.165 |§$$ 14 §64,850 |$6,787 |$-|$-1$6,787 $-|%1,945 |§$73,582 23,285 ::$0.168 |$$ 15 $73,582 |$7,032 |$-|§-1$7,032 $18,372 |§1,656 |$63,898 23,751 :-1 1s 0.1721 $$ 16 $63,898 |$7,285 |§$-{|$-|$7,285 $-[$1,917 |§$73,100 24,226 :-$0.175 |$$ 17 $73,100 |$7,549 |$-1$-|$§7,949 $-{$2,193 |$82,842 24,710 -:§0.178 |$$ 18 }1$ 82,842|§7,822 |$-1$-|$7,822 $-|$1,657]$92,320 25,204 :-|{§0.182 |§$ 19 $92,320 |$8,105 |$-|$-|3%8,105 $-|$1,846]$102,271 25,708 ::$0.186 |$$ 20;1$102,271]$8,398 |$-|§-|$8,398 |$38,771 $64,619 1 §$1,528 |$86,350 ||26,223 :-$0.189 |$$ |21-1 $86,350 |$8,702 |$-|$-|$8,702 $5,143.66 |$-{$§1,624 |§$91,533 26,747 :-$0.193 |$$ 22 $91,533 |$9,018 |$-|$-|$9,018 $5,143.66 |$-{$1,728 |§$97,135 27,282 --$0.197 |$$ 23 $97,135 |$9,345 1 $-|$-|$9,345 $5,143.66 |$-|$1,840 |$103,177 27,828 -.$0.201 |$$ 24)]$103,177 |$9,684 |$-\$-|$9,684 $5,143.66 1 §-|4%1,961 |$109,678 28,384 --$0.205 |$$ 25 $109,678 |§10,036 |$-|$-{$10,036 $5,143.66 |§$1,408 |$2,063 |$115,225 28,952 ::§0.209 |$$ 26 $ 115,2251$10,401 |$-|$-|$10,401 $5,143.66 |$-|$2,202|$122,684 29,531 -:$0.213 1 $$ 27 $122,684 |$10,779 |$-|$-1$10,779 $5,143.66 |$-|$§2,351 [$130,671 30,122 :-|1s 0.218 |$$ 28 $130,671 |$11,172 |$-l|§-[$11,172 $5,143.66 |$-|$2,511 |$139,209 30,724 :-$0.222 |$$ 29 $139,209 |$11,579 |$-l$-|$11,579 $5,143.66 |$-|$2,681 |$148,326 31,338 ::$0.226 |$$ 30 $148,326 |}$12,001 |$-1$-|$12,001 $5,143.66 |§36,633 [$2,131 |$120,681 31,965 :-$0.231 |$$ 31 |1$120,681 |$12,438 |$-|$-|$12,438 $-{$§2,414)$135,533 32,605 -:$0.235 |$$ 32 $135,533 |§12,892 |$-|$-|$12,892 §-|$2,711 [$151,136 33,257 ::$0.240 $$ 33 $151,136 |$13,363 |$-|$-|$13,363 $-|$3,023 |$167,522 33,922 ::$0.245 |$$ 34 $167,522 |$13,852 |$-|$-|$13,852 $-|$3,350 |$184,724 |34,600 --Eqds 0.250 |$$ 35 |$$184,724 |§14,358 |$-|$-|$14,358 $1,634 1 $3,662]$201,110 35,292 ::$0.255 1 $$ 36 F4$201,110]$14,883 |$-|$-|$14,883 $-|$4,022 |$220,015 35,998 --$0.260 |$$ 37 $220,015 |$15,428 |$-|$-|$15,428 $-|$4,400|$239,844 |36,718 --E US$0.265 |$$ 38 $239,844 1 $15,994 |$-|$§-|$15,994 $-|$4,797 |$260,635 37,452 ::$0.270 |$$ 39 $260,635 |$16,580 |$-|$-|$16,580 $-|$5,213 |$282,427 38,201 :-PS$0.276 |$$ 40 $282,427]$17,188 |$-{1$-|§17,188 $263,254]§-|$36,361 38,965 --$0.281 |§$ Native Village of Nanwalek a/k/a Nanwalek IRA Council Bulk Fuel Facility Business Operating Plan Sample R&R Documents 14 oN\x\NNNNENONENNONENENNIRINNN-™!A Spats Asie |> Native Village of Nanwalek ae Se eet a!ar OC ae a/k/a Nanwalek IRA Council Bulk Fuel Facility Business Operating Plan 4/2/04 "gly 'aeSNet Seah 3ahetbguae My tseee es = i aX»syoe1[veaSa Bee ee lye LESHBS?UA Par ae atl Thee Wrst i