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Whitestone Bulk Fuel Facility Aug 10, 2004
Business Operating Plan of the Whitestone Bulk Fuel Facility AUGUST 10,2004 Whitestone Community Association P.O.Box 1229 Delta Junction AK 99737 Phone:(907)895-4938 Fax:(907)895-4787 WHITESTONE COMMUNITY ASSOCIATION P.O.Box 1229 . Delta Junction,Alaska,99737 '907-895-4938,Fax:907-895-4787 TO:Denali Commission/AEA Representatives/Government and Quasi-government entities.. FROM:Steve Selvaggio,President,WCA. SUBJECT:Signatory authority DATE:July 30,2004 Carl Ekstrom,Vice President of Community and Government Relations,WCA,has the authority to sign any and all documents in my absence for the month of August 2004 for the specific purpose of Community operations,planning,and funding resources. 'TABLE OF CONTENTS PAGE I.EEXECUTIVE SUMMARY uusssssssssssssssscsssssssscccsesssssscsrecccccccsessssccesscsssssccrecesssesssees veel Document Interrelationships..........ssee 2 TT.BACKGROUND ......ccccccssessccssscssecssessesssssesscssossssssnsesescnsssccscensneseessnscsssascecesenseacessnsseesessecessesscccsanssceescs 3 Selected Statistics -Whitestone .........sssscesecssesessessssssssesssssesessesscsssssesessssesseesersessssnsuessesees 3 III.FACILITY UPGRADE 4BulkFuelStorageFacilityDescriptionseve4 Project Exclusions .....sssssessssssssssssesssssssssesssssscoesacssssesssssssessssssssssssssansenssssssssssssssssssnsssessessesssnsesees 4 Facility Layout and Site Plan 5 Bulk Fuel Storage Facility Capacity.8 TV.FACILITY PARTICIPANTS.....ccccccssssscsccesssscccccesccccscsccccnccscccccssesccccccesccccccscceccscecsensssesseuecccccsessccccescenes 9 Participant Contacts ..ccsssesssssssessesssseeseccsscesscenesssessseesseeseseneessesasessseeancesssesses 9 Facility Component Ownership vase 9 V.PRIMARY OPERATOR........sssssssssssocsssscscssossssscsvsscecssssssscsssssacsssscecsossssssosssceees ..10TurnoverandAssumptionofResponsibilities/Sustainability ......10 Staffing and Training.....c.secsesesesseeseersesens 10 Financial Responsibilities 11OperationsandMaintenanceGuidelines11 Renewal and Replacement Guidelines 13 Audits and Reporting .ssssesscascssscesossvosssossesosssssessseusssssseseussssssusssssssssonsss 13 VI.SECONDARY OPERATOR ...ccsssscccccssssccnvoeeevonsssscccesscesesseassosocesovosssovees wes 14 VIT.INSURANCE........cccccccscccsscccscssesccsscescescessccccescescessessnscessensessssscesscsccescssesssessesensccescsccccccesccsscees 15 VIII.REGULATORY COMPLIANCE .....ccccoscsssccnsscccccsscssonsconsenesccssonsssnsscnssccsccescssscsccsscacsssesseesccsssoucsscscescoes 16 IX.FINANCIAL INFORMATION .....cccccccccccsccvsvssccscescsscsccscnscsscescsssesseseessessesssescecescccnsscesnesaccccssecccccessoncceoes 17 Key Financial Assumptions 17 Key Operating Assumptions .......cssscsssscrnserssesrnseesecssnvossnsoenvosssvessssessnssssuessnerssnsssseans 17 Bulk Fuel Facility Funding.....ssssssecsesseerssesecseesressseneeneescens 18 Subsequent Operating Year Revisions......ssssssssssscsssscrsssesesnsesccsssesssssnecosssssecessuseessssneessssneesssassrossasnssssennsscensanessen 18 TABLES Table A:Summary of Facility Expenses to Participants...19 Table B:Participant Allocation ....ssssssecsssssescneeensessneessstesseccseesssesssmsssersrsstesesesnenes 20 Table C:Annual O&M Schedule uu...sssscssssesesssrsssesssssesssssssscessssessssssssseeesseasenens 20 Table D:40 Year O&M Cashflow saees 21 Table E:40 Year R&R Schedule ..wcccescscsscccecccssssssessssssssssscessscossecssssceessssesssscossssssensssssessssesssseessenenssseaesnensssenee 22 Table F:40 Year R&R Cashflow u...ccccsccssssscsscsecscessessessescsstsssssseaceacensensenescesersessaeecesessccacenceosecsecssesavanssssorsnssasersess 23 Table G:Loan Schedule ......ccccscsccssssssssscssscssssssssssssseccscscsssccentecesresssceasaceacssonsssecsesessusvecsssscessssssssssassenscesesteseseneestages 25 APPENDIX A:PRIMARY OPERATOR STATEMENT OF QUALIFICATION APPENDIX B:O&M AND R&R COST ESTIMATE ADDITIONAL RELATED AND ATTACHED DOCUMENTS 1.SECONDARY OPERATOR AGREEMENT SEE BACK 2.SITE CONTROL DOCUMENTS COVER FOR 3.GRANT AGREEMENT CD VERSION 4,R&R FUND ACCOUNT --SAMPLE DOCUMENTS LAN. Whitestone Community Association Bulk Fuel Facility Business Operating Plan Page 1 of 26 I.EXECUTIVE SUMMARY This Business Operating Plan (the "Plan”)provides a guideline for the Whitestone Community Association's (the "Association”)maintenance,operation and sustainability of a new Bulk Fuel Storage Facility (the "Facility”). The Association will be responsible to maintain and sustain the Facility.Therefore,a critical concern for the Association is the ongoing sustainability of the newly installed Facility.This Plan has been developed to assist the Association 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 Whitestone that will replace all of the existing storage facilities of the Association.The Association will utilize its Facility assets to operate Association 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 Association 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 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). Whitestone Community Association 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 Whitestone Bulk Fuel Facility,which is to be partially funded by the Commission. The community of Whitestone was originally founded in 1982,by 19 individuals having a true pioneer spirit.The founders,all educated professionals,decided to step away from their traditional lifestyles in order to establish and organize this community.Since that time the community has grown to accommodate the needs of its now 250 residents.The community is located in central Alaska on the west bank of the Delta River at the point it converges with the Tanana River.The community is approximately 95 miles southeast of Fairbanks and 12 miles northwest of Delta Junction. The community is not accessible via any road system.Winter access to the community ts provided via a community-built ice road connected to the Richardson highway,at about mile 275.Access during the summer months is provided via small river boats.The community does not have its own airstrip,but Delta Junction offers a 2,400'long by 60'wide gravel airstrip with a 1,600'long by 60” wide dirt crosswind strip. Community residents live in a combination of multi-family residence halls and 10 individual family dwellings which are heated with oil stoves.All community homes are plumbed and have private septic systems.Solid waste is picked up weekly from private homes and daily from local businesses, church and schools. Selected demographic and historical data for the community is provided below: Selected Statistics -Whitestone Population 2000 250 1990 100 1980 15 Housing (2000 Data) Occupied Housing 15 Vacant Housing Due to Seasonal Use 0 Other Vacant Housing 0 Economic Data (2000 Data) Percent Unemployment 3% Median Household Income $20,000 Whitestone Community Association 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 Whitestone that will replace all of the existing storage facilities of the Association (the "Participant”). Bulk Fuel Storage Facility Description The AEA contracted with CRW Engineering Group,LLC,to develop a conceptual design report for the Whitestone Bulk Fuel Facility,which was submitted to AEA in February 2004.The purpose of the conceptual design report is to provide a concept design and construction cost estimate for upgrading the Association's bulk fuel storage and fleet fuel dispensing facilities,which are referenced in this Plan.This Plan is based upon the information contained in the conceptual design report and its updates. The proposed BFU project will construct a storage facility with six storage tanks and a separate,dual product,fleet dispensing tank.The new Bulk Storage Facility will be located along the north-south road,just north of the existing dairy barn.The new fleet dispenser will be located adjacent to the existing fleet dispensing facility. 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: Whitestone Community Association Bulk Fuel Facility Business Operating Plan Page 4 of 26 97Jo§Bed urfg 8unezed¢ ssautsng Aowy pany YN vonepossy Aipunuru07) aUOIsaITYY poPROPOSEDNEW BULK STORAGE BRRe peae:wwe oc apeeoe, S) rp Be éFSC Sr Er we er oe er ee en peer mnokeT Ape] FacilitySitePlan£,000 GALLONCONTINGENCY STORAGE TANK 'SPILL RESPONSE EQUIPMENT CONNEX STORAGE VAN 701" GRAVEL FILL OVER UNER OLKE CONSTRUCTED\ OF LOCALLYAVAILABLEGRAVEL 7 ae 482TRUCK FILL/ORAW HEADER THDRY_BREAK AND DRIP PAN «ere Stowe._RONTAINMERT Ba! 20)DOVOLE LEAF GATE (TYP OF 2) USING AVALABLE GRAVEL CONSTRUCT ENTRANCEDRIVELOCALLY BULK FUEL TANK FARM PROJECT TANK SCHEOULE 1,PIPING ANC YALVE LOCATIONS SHOWN ON THS SHEET ARESCHEMATIC.CONNECT BLiK TANK FILL MANIFOLD PIPING TU TANK HEADS ANO SKIDS AS SHOWN ON TANK CETAL SHEET. TANK |VOLUME |TE |INo.|<Gat)PRODUCT OWNER Buk TANK FAR 23.000 [3 WAL fr oes WHITESTONE COMM.ASSOC23,00 Ts war]go?piesee BHITESTONE COWUL ASSOC, 73,000 |S.WALL ge DESEL WHITESTONE CO¥M.ASSOC, 75,000 _|s.war]¢7 OSEL |WHITESTONE COvu,ASSOC al 75,000 |S.walt #2 DIESEL WHITESTONE COMM.ASSOC,rd FELe}[75.000 [swe |$7 CSE.|WHITESTONE COvuL ASSO,Lid oFCOMBINEDVOLUME=150,000 GALLON,Sse a FyNOIESSis8 A<3R'@3 SPUL RESPONSE ESAPMENT SCHEDULE ATTN,"ancherage,A169!*[OvaNTTY. [AGSORGENT MATERIAL AND CONTAINERS: Pe KP ON 35 GAULCN METALABSCDENTRIL,WIE)(602)SOTisABSCROCTPADS,S100 (eax,100 PECES EA!ASSO BVO warty OF aAnae Lo![WE 1ABSCABENTSWEEP,WSL 100 [IFMOT LONGROTE |FanOlt ABSORBENT THE "Ww”{t ASRS, HYDROCARBONS ONLY).ALL PADS &AYSORBENT ROLLS MADE OFNATUCALFOCRWATCRALS,23 GALLON /SQUARE FOOT ARSORP WOMRATE,Wi, PACKAGE ALL SMLL RESPONSE ITEMS WN UVERPACK OrrUMS,LAGEL EACH Orci ACCORDANCE WITH ITS COWENTS.BLAS aN SCORES ORUaS WIN CONNCE PRIOR TO 'WOSITE. %SET SPILL RESPONSE CONNEX AS GRRECTED BY THE QTY.PERMANENTLY WARK TE CORNEX "GALL RESPONSE QQUPWENT.7RCVOD THE STY WITH AN ACOLRATE PACONGLSTOFALLITEMSGOMTANEDWOTHECONNEX, LEGEND (GENERAL) 4B PRESSURE REUEF QD saversee pe Dd ga vane Gd ANTESIHON VALVE. DRY-BREAK-O auc covRuns TY FLEX CONNECTION $4]siRanerR [A CHEDK WANE GULKFUELASSESSMENTWkFaleSITEPUANBY}OATE.ProbspansyejationBulkFuelFacilityBusinessOperatingPlanPage6of26AssociunityWhitestoneComm 97JOLBed urg Sunviedg ssauisng ADe,J pony YN uoneDossy Ajumururo7) suO\saITY hn » oes JE \wevTer YF.||SEE wrros Sm] Olanne"® vatcas oO abated||aAisineeoh Wal aNanssassv Tang 9nne cate oh BUeet vav/vaclv _ wag cy-PadWaneSARE cs NOILYIOOSSY ALINNINGD JNOLSAUHM a THON aoH »|f = r - ' aEg L Fri aL P 3 ujfzgig& é ged ge ie ae a ay B45 fn}ql# 332 z3-cD) ued aug AM, 19914 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 Primary Storage/Dispensing Number Gallons Total Gallons Total PerTank Gallons PerTank Gallons (Gross)(Gross)(Net)(Net) Association Diesel Primary Storage 6 25,000 |150,000 22,500 135,000 Dispensing 1+5,000 5,000 4,500 4,500 Subtotal Diesel 7 155,000 139,500 Gasoline Dispensing 1+5,000 5,000 4,500 4,500 Subtotal Gasoline 5,000 4,500 Total Primary 7 160,000 144,000 Storage /Dispensing Pipeline Components Number Transfer Area 1 Dual-Fuel Retail Dispenser 1 +Dual Product Dispensing Tank Each participant's storage capacity is in excess of its present usage.The Commission guidelines dictate that extra capacity is provided to account for 10 years of growth in fuel requirements. Whitestone Community Association Bulk Fuel Facility Business Operating Plan Page 8 of 26 IV.FACILITY PARTICIPANTS The Facility participant is: Whitestone Community Association Primary Contact Name:Steve Se/vaggio,President Phone:(907)895-4938 Fax:(907)895-4787 Address:Whitestone Community Association P.O.Box 1229,Delta Junction,AK 99737 Usage:The Association will utilize its Facility assets to operate its utilities and vehicles and heavy equipment.. Facility Component Ownership The Association 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 Whitestone BFU Facility is organized as follows: 1.Land:The proposed fuel storage facilities will be located on land leased by the Whitestone Community Association;see attached Site Control Documents for details. 2.Primary Operator:The Whitestone Community Association 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. Whitestone Community Association Bulk Fuel Facility Business Operating Plan Page 9 of 26 V.PRIMARY OPERATOR The Primary Operator for the Whitestone Bulk Fuel Storage Facility is the Association.A detailed statement of qualification for the Primary Operator is included as Appendix_A:Primary OperatorStatementofQualification. 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 Beneficial Occupancy.Upon receipt of this Certificate,the Association 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 may utilize training programs offered by AEA,the Alaska Vocational Technical Center (AVTEC)in Seward,the Commission and other training programs. Whitestone Community Association 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 Tabs C: Annual OCM Schedule and a narrative detail is provided in Section [X: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 ovetview of the Primary Operator's fiscal controls and accounting procedures. At least once a year,no later than November 30,the Primary Operator will develop a budget for the upcoming calendar year,January 1 through December 31,for both O&M and R&R. Operations and Maintenance Guidelines The Primary Operator will establish an active non-interest bearing account for the Facility O&M so that the O&M schedule can be completed and the Facility operations can be sustained into the future.Section IX:Financial Information provides Table C:Annual O@7M Schedule as a guide to plan for annual maintenance activities and Table D:40 Year O¢™M Cashflow as a guide to estimated yearly O&M required contributions.These costs are based upon the O&M cost estimate provided by CRW Engineering Group,LLC,see Appendix B:O&M and RR Cost Estimate. Whitestone Community Association Bulk Fuel Facility Business Operating Plan Page 11 of 26 Participants'Operation and Maintenance Responsibilities Operational Responsibilities Activity Cost Responsibility Pipelines Tank Interconnections Association -Association x Association __| Bulk Fuel Transfer Area Hose Reel Cabinets XK Association -_| Tanks /Foundations Primary Tanks x Association _| Support Secondary Containment x Association Fence x Association Footprint x Association Electricity Lights xX Association Distribution Pumps xX Association Whitestone Community Association Bulk Fuel Facility Business Operating Plan Page 12 of 26 Renewal and Replacement Guidelines The Primary Operator will establish an interest bearing escrow managed renewal and replacement account acceptable to the Denali Commission,which will ensure capitalization of an amount sufficient to maintain the R&R Schedule (see Re>*R Fund Account-Sample Documents for "How to Establish a R¢*R Account').Section LX:Financial Information provides Table E:40 Year R¢7R Schedule as a guide to plan for annual R&R activities,and Tabk F:40 Year R¢*R Cashjlow as a guide to estimated yearly R&R required contributions.These costs are based upon the R&R cost estimate provided by CRW Engineering Group,LLC,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 Whitestone 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. Whitestone Community Association Bulk Fuel Facility Business Operating Plan Page 13 of 26 VI.SECONDARY OPERATOR The Secondary Operator for the Whitestone 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. Whitestone Community Association Bulk Fuel Facility Business Operating Plan Page 14 of 26 VII.INSURANCE The Primary Operator is required to be insured for General Liability Insurance.The Primary Operator will have on file a certificate of General Liability Insurance and anticipates required liability coverage to be inclusive in existing insurance coverage;therefore,no costs have been included in the O&M costs. Whitestone Community Association 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 participate 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. Whitestone Community Association 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%. 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 Association usage:108,000 gallons of diesel and 3,000 gallons of gasoline. Throughput is estimated to grow annually at a rate of 2%for diesel and .05%for gasoline years 1-10;and .05%the following years. Retail operations,or its profits,are not included in the Plan. Whitestone Community Association 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 ate for use in subsequent operating years in updating and modifying plan projections and assumptions: Step 1:Review previous yeats'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 Association per gallon O&M costs based upon updated throughput estimates Step 4:Recalculate Association per gallon R&R costs based upon updated throughput estimates Step 5:Recalculate total Association per gallon fuel costs Whitestone Community Association Bulk Fuel Facility Business Operating Plan Page 18 of 26 TABLE A Summary of Facility Expenses to Participants Whitestone Community Association NA NA y O&M R&R Total O&M R&R Total O&M R&R Totalear4 Annual $$Per Annual $$Per Total Total Per ff =Annual $$Per Annual $$Per Total Total Per Annual $$Per Annual $$Per Total Total PerPaymentsGallonPaymentsGallonPaymentsGallon_-4 Payments Gallon Payments Gallon Payments Gallon fF]Payments |Gallon_|Payments |Gallon |Payments |Gallon 1 $4,375 |$0.039 |$11,655 |$0.105 |$16,030 |$0.144 $:$:$-$-$-1$-i$-{$§-|$-|$-1$-1$: 2 $ 4444/$0.039]$12,060/$0.107]$16,501/$0.1465)§$-$:$:$:$-|$:$-\$-{s -|$-1$-|$:3 $ 4507|$0.039/$12480/$ 0108]$16987|$0.147 F4 $-$:$-$-|$-{$:$-{$-|$-|$-|$-|$- 4 $ 4575/$0.039]$12,914/$O110]$17,489]$0.149 Fi $-$:$:$:$-|$:$-1$-|$-\$-|$-{$- 5 $ 4643|$0.039]$13363|$O111]$18006]$0.15084 §:$:$:$:$-|$-$-{$-|$-1$-|$-|$- 6 {$ 4,713/$0039/$13,828/$0113]$18541/$0.152 $1 $-|$-|$-|$-I$-[$-$-{$-[s -|$-|$-[$- 7 {$ 4,784[/$0038]$14309/$0115]$ 19,093/$0.153 BI $-|$-|$-|$-[s -|$-$-{$-[s -|$-|$-[$ - 8 [s 4856[$0.038|$14,808/$ 0.117/$19,663/$0.155 fF]$-[$s -_|$-{$s -I|$-[$-$-[$-|$-|$-[$-|[$- 9 $ 49281$0.038]$15324}$0118]$20252;$0.156 94 §$:$:$bd $:$-|$:$-|$-1§-|$§-|$-{$- 10 |$5,002};$0.038!$15,857]$0120}$20,860|$0.158 FF §-$:$:$:$-|$:$-|$-|$-|$-|$-|$: 11 [$s 5077/$0038[$16103[$0122[$21,181]$016087 $-{$-4$-[$-_|$-|$-$-l$-l$-l$-|s -[$ 12 {$5,154|$0.039}$16353|$0124]$21,507|$0.163 Ff $-$:$:$:$-|$§:$-|$-|$-|$-{|$-{1§- 13 1$ 5231/$0040[$16607[$ 0.126|$21,837/$016597 $-I$-|$-I$-{$-[$-$-l$-|$-|$-[$-[$- 14 |$5309/$O040/$16,864|$0.127]$22173)$0.168 Fj $:$:$:§:$-|$:$-|$-|$-|$-1$-|$- 15 |$5,389/}$0.041]$17,126}$0129]$22515/$O17087 $:$:$:$:$-|$§-$-|$-[$-\$-|$-1$: 16 |$5470;$0.041/$17,391}$0131]$22861;$0.173 BY §:$:$:$:$-{|$:$-|$-|s -{$-|$-{$: 17 |$5552}$0042]$§17,661}$0.133]$23213|$0.175 FY $-$:$:$-$-|$:$-{$-1$-|$-|$-|$: 18 |$56351$0042]$17,935|$0135]$23570|$0.178 FF §:$-$:$:$-|$:$-\|$-1$§-|$-|$-|$: 19 [$ 5,720|$0043]$18213/$0137]$23,933/$0.1809]$-_([$-{$8 -{$s -I$-|$-$-[$-|$-|$-|$-[s_- 20 |$5805|$0.044]$18495!$0139]$24301/$0.183 $:$:$:$:$-{|%:$-{$-1$§-|$-|$-|$: 21 $5,892 |$0.044]$18,782 |§$0.141]$24,675]$0.186 $:$bd $-$-$-{|$-$-|$-[$-\$-|$-|$- 22 {$5981|$ 0045/$19,073|$0.144]§25,054/$0.189 Bf §-$:$:$:$-|$:$-\$%-|$-|$-|$-|$- 23 $6,071 |$0.046 |$19,369 |§0.146 |$25,440 |$0.191 $:$-$:$-$-|$-$-|$-|$-{$-{$-|$- 24 |$6162|$0.046)$19,670]$0.148]$25,831/$0.194 Bf §-$:$:$:$-|$:$-|$-|$§-|$-{$-|$: 2 1$ 6254/$ 0047[$19975[$ 0.150[$26,229/$0.19791 §-I$-[$-[$-|$-[$:$-|$-|$-|$-{$-{$_- 26 1$ 6348/$ 0.048[$20,284/$ 0.152[$26632]$0.200 Fj §-[$-[$s -I$-|$-|$-$-|$-|$-|$-[s -[$- 27 {$6443;$0048]$20599)$0.155]$§27,042|$0.203 B4 $:$:$:$:§-|$:$-|$-{$-|$-|$-|$- 28 |$6540}$0.049)$20,918;$0.157]$27458/$0.206 Fi §:$:$:$:$-|$:$-|$-1$§-|$-|$-|$: 29 [$ 6,638/$0.050]$21,243/$0.1591 $27,881/$020991 $-[$-[$-([$-_|$-|$-$-|$-|§-|$-|$-[s - 30 1$6,737]$0051|$21,572|$0462]$28310]$0.2125]$-|$-|$-|$-|$-|$-$-|$-|$-[$-|$-|$ -31,18 6838[$0.051]$21,907/$0.164]$28745/$0.215 Ff $-|$-|$-_I[$-[8 -[$-$-|$-|$-|$-I$-[$ 32 1$6941]$0.052]$22,246[$0167|$29188]$0.21991 $-(|$-|s -[$s -_[s -|$:$-[$-|$-|$-|$-|$ 33 |$7,045;$0053]$22591|$0.169]$29637]$0.22284 §$-$:$:$:$-|$:$-|$-1$-|$-|$-|$: 34 [$7,151}$0.053]$22942;$0.172]$30093|$0.225 Fi $:$:$:$:§-|$:$-|$-1$-{$-1$-1$: 35 |$ 7,258|$0054)$23298/$0174]$30556|$0228 f1 §-$:$:$:$-|$:$-|$-1$-|$-{$-{$- 36 |$7,367|$0.055]$23,659/$0.177]$31,026|$0.232 94 $:$:$:$:§-|$:$-|$-[$-|$-|$-|$: 37_1$__7,477|$0.056]$ 24,026[$0.179]$31,503 [$0.235 1 $-[$-[$s -|$-_[$s -[s -$-[$-l$-{$-[$-|$ - 38 [$7,590|$O0O57}$24398|$0.182/$31,988|$0.239 81 §-$:$:$:$-|$:$-\$-|$-|$-|$-|$- 39 |$7,703;$0.057]$24,777|$0.185]$32480]$0.242 #4 $-$:$:$:$-|$§:$-|$-1$-|$-|$-|$: 40 |§$7,819{$ 0.058|$25,161|$0.188 /$32,980)$0.246 BY $-|$-{$:$-$-|$-Fi$-{$-{$-{$-|$-{$: Whitestone Community Association Bulk Fuel Facility Business Operating Plan Page 19 of 26 TABLE B PARTICIPANT ALLOCATION Association NA NA Total Primary Capacity (Net)Gallons 144,000 144,000 Percentage 100.0%«0.0%:100% Initial Throughput Gallons 111,000};111,000 Volumes Percentage 100.0%}°0.0% :100% %Share of O&M and R&R on Common Assets 100.0%0.0%f |100% (based upon Primary Capacity)i TABLE C ANNUAL O&M SCHEDULE Annual O&M Costs Association -[NA NA Total Annual O&M Expenses (per CRW cost estimate**)$4,125 $4,125 Common Power Costs (per estimate)$250 |AG 250 Insurance (based upon .10 cents per gallon)$-$$-$$- $4,375 {1 $-$$4,375 **Variance from Cost Estimate: Operator training reduced by $500 -airfare not necessary Labor reduced to reflect in-kind donation Insurance eliminated -to be coverage under existing policy at no expense Whitestone Community Association Bulk Fuel Facility Business Operating Plan Page 20 of 26 TABLE D 40 YEAR "O and M"CASHFLOW Annual O&M_Expense Assumed [hroughput (Gallons)Per Gallon O&M Payment AssociationYearoe -Association NA NA Total Diesel Gasoline NA NA Association -NA .:TotalConsumption|Consumption 1 $4,375 |§-|$-1$4,375 108,000 3,000 111,000 --pis 0.039 |§-$- 2 $4,441 |$-|$-1$4,441 §!110,160 3,002 113,162 --F4$0.039 |$:$- 3 §4,507 |$-|$-|$4,507 fF 112,363 3,003 115,366 :-FIS 0.039 |$-$- 4 §4,575 |$-|$-|$§4,575 F |114,610 3,005 117,615 --Bis 0.039 |$-$- 5 $4,643 |$-\$%-|$4,643 116,903 3,006 119,909 --Eqi$0.039 |$-$- 6 $4,713 |§-|$-|$4,713 119,241 3,008 122,248 --#V$0.039 |$-$- 7 §4,784 |$-|$-1$%4,784 121,626 3,009 124,635 :-ETS 0.038 |§-$- 8 $4,856 |$-|$-|§4,856 124,058 3,011 127,069 --Fis 0.038 |$-$- 9 $4,928 |$-{$-|$4,928 b:126,539 3,012 129,551 --#1$0.038 |$-$- 10 $5,002 |$-|$-|§5,002 F :129,070 3,014 132,084 -ae)0.038 |$-$- 11 $5,077 |$-1$-{$5,077 §:129,135 3,015 132,150 --#13 0.038 |§-$- 12 $5,154 |$-|$-1$5,154 129,199 3,017 132,216 --FUS 0.039 |$-$- 13 $5,231 |$-1$-|$5,231 §129,264 3,018 132,282 ---as 0.040 |$-$- 14 $5,309 |$-|$-|$5,309 §:129,328 3,020 132,348 ---4$0.040 |$-$- 15 $5,389 |$-|$-|§5,389 Ff:129,393 3,021 132,414 --Fis 0.041 |$-$- 16 §5,470 |$-|$-}$5,470 }:129,458 3,023 132,480 --FU$0.041 |$-$- 17 $5,552 |$-|$-1$5,552 129,522 3,024 132,547 --$7$0.042 |$:$- 18 $5,635 |$-|$-1$5,635 Bf 129,587 3,026 132,613 -- -#4$0.042 |$-$- 19 $5,720 |$-|$-|$5,720 129,652 3,027 132,679 --FUS 0.043 |$-$- 20 $5,805 |$-|$-{$5,805 4 129,717 3,029 132,745 --#1S§0.044 |$-$- 21 $5,892 |$-($-{§5,892 129,782 3,030 132,812 :-EGS 0.044 |$:$- 22 $5,981 |$-{$-|$5,981 129,847 3,032 132,878 :-fais 0.045 |$-$- 23 $6,071 |$-|$§-|$6,071 129,911 3,033 132,945 --Fq$0.046 |$-$- 24 $6,162 |$-|$-|$6,162 129,976 3,035 133,011 --BIS 0.046 |$-$- 25 §6,254 |$-|$-{§6,254 §130,041 3,036 133,078 --¥1$0.047 |$-$- 26 $6,348 |$-|$-|$6,348 F:130,106 3,038 133,144 - £T$0.048 |$-$- 27 $6,443 |$-|$-|$6,443 fi 130,171 3,039 133,211 --747$0.048 |$-$- 28 $6,540 |§-|$-|$6,540 130,237 3,041 133,277 ---q$0.049 |$-$- 29 $6,638 |$-{$-1$6,638 F 130,302 3,042 133,344 --7413 0.050 |$-$- 30 $6,737 |$-|$-1§6,737 130,367 3,044 133,411 --#{$0.051 |$-$- 31 $6,838 |$-|$-|§6,838 130,432 3,045 133,477 --f1$0.051 |$-$- 32 $6,941 |§-|$§-|$§6,941 130,497 3,047 133,544 --is 0.052 |$-$- 33 $7,045 |$-\$§-|$§7,045 130,562 3,048 133,611 --fais 0.053 |$-$- 34 $7,151 |$-i$-1$7,151 130,628 3,050 133,678 --Ei$0.053 |$:$- 35 $7,258 |$-|$-$7,258 §130,693 3,051 133,745 --H1S 0.054 |$-$- 36 $7,367 |$-|$-|$7,367 130,758 3,053 133,811 --F1$0.055 |$-§- 37 §7,477 |§-|$-|$7,477 130,824 3,054 133,878 --£d$0.056 |$-$- 38 $7,590 |$-i$-1$7,590 &'130,889 3,056 133,945 --44%0.057 |$-$- 39 $7,703 |$-{|§-|$7,703 130,955 3,058 134,012 --HIS 0.057 |$-$- 40 $7,819 |$-1$-1$7,819 }131,020 3,059 134,079 --f71$0.058 |$-$- Whitestone Community Association Bulk Fuel Facility Business Operating Plan Page 21 of 26 TABLE E 40 YEAR "R and R"SCHEDULE Z|Cost Allocation i tYearof|PresentDay@ Inflated -f Yearly Association NA i NA Activity _R&R Activity Value ff Value _[{Inflated Total |} 5 Electrical Repair HS =2600H$=2760 $2,760 WS 2,760 Hf $: 10 |Fence/Gates Repair Js 65,3978 $7,102 §A$7,162 8 $- Valve Repair 3,480 F 3,979 F 3,979 § Repair Pipelines 3,795 ¥4,339 &4,339 Electrical Repair 2,600 2,973 :2,973 & Tank Inspection 2,350 f 2,687 A$21,139 F 2,687 - 15 Electrical Repair 1%2,600 ff $3,203 A$3,203 A$3,203 BS - 20.|Fence/Gate Replacement 1$17,5987 $23,352 f HS 23,352 8 $- Pad Liner Repair 4,200 f 5,573 ff :5,573 # Valve Repair 3,480 fi 4,618 4,618 fMajorElectrical7,650 |10,151 :10,151 Ff |Tank Inspection 4 2,350 f 3118 $46,812 F 3,118 F - 25 Electrical Repair is 2,600 FH $3,717 4 $3717 0 $3,717 HS - 30 Fence/Gates Repair 1s 5,397 $7,162 Ff A$86 7,162 $- Replace Pipelines :12,840 §19,773 i 19,773 fF Valve Repair 3,480 F 5,359 §;5,359 F Repair Pipelines 3,795 Ff 5,844 F :5,844 Electrical Repair 2,600 F 4,004 ;4,004 F {Tank Inspection 2,350 Ff 3,619 HS 45,761 ff 3,619 - 35 __}Electrical Repair $2600S 4313S 4313s 4313s . 40 J}Fence/Gate Replacement $17,598 8 $31,451 i $31,451 $- Foundation Replacement 11,610 }20,750 F 20,750 ff [Pad Liner Replacement 192,000 :343,144 F 343,144 Valve Repair 3,480 f 6,219 F 6,219 E Major Electrical 7,650 13,672 Ff 13,672 Ff Replace Tanks BS 237,000 $423,569 F $838,806 H $423,569 F 1$563,100 A$966,511 0$966,511 $966,511 ff $- Whitestone Community Association Bulk Fuel Facility Business Operating Plan Page 22 of 26 Variances from CRW Cost Estimate: 40 YEAR RENEWAL AND REPLACEMENT CASHFLOW TABLE F Association InitialCostpergallon ($/gallon):;5: Annual increase :[- Association 20 Year R&R:Association -Initial Throughput (gallons):NA 20 Year Loan Proceeds:NA __Initial Throughput (gallons):Initial Cost per gallon ($/gallon):| NA __Initial Throughput (gallons)::-:Annual increase:]- NA InitialCostpergallon ($/gallon):|- Annual increase:[| R &R Fund Balance Assumed Throughput (Gallons)Per Gallon Payment of Annual Deposit ,Interest End ofYearx.oo Principal Debt Service Renewals/Earnings (Net Year Association NA NA Association NA NABalanceAssociationNANATotalReceivedReplacements|6¢Fees)Balance 1 fis -_|$_11,655/$$-|$11,655 $-|$-|$__11,655 111,000 :is 0.105 |$$ 2 $11,655 |$12,060 |$$-{$12,060 $-|$350 |$24,065 113,162 -$0.107 |$$ 3 $24,065 |§$12,480 |$$-|$12,480 $-|$722 |$37,266 115,366 -as 0.108 |$$ 4 $37,266 |$12,914 |$$-|$12,914 $-4$1,118 |$51,298 117,615 :$0.110]$$ 5 $51,298 1 §13,363 |$$-|$13,363 $2,760 |$1,456 |§$63,358 119,909 -$0.111 |§$$ 6 $63,358 |$13,828 |$$-{$13,828 $-|$1,901 |$79,086 122,248 -41$0.113 |$$ 7 $79,086 |$14,309 |$$-|§14,309 $-|$2,373 [$95,769 124,635 -$0.115 1 $$ 8 §95,769 |$14,808 |$$-\$14,808 §-|[$1,915}$112,492 127,069 -a 0.117 |§$$ 9 $112,492 |$15,324 |$$-|$15,324 §-1$2,250 |$130,065 129,551 -q$0.118 |$$ 10 $130,065 |$15,857 |$$-{|$15,857 §21,139 |$2,179 |$126,961 132,084 -q$0.120 |$$ 11 $126,961 |$16,103 |$$-|$%16,103 $2,539 1$145,604 132,150 :ras 0.122 |§$$ 12 $145,604 |$16,353 |§$-|$16,353 $-[$2,912|$164,869 132,216 :4$0.124 |§$ 13 $164,869 |$16,607 |$$-|$16,607 $-[$3,297 |$184,773 132,282 :4$0.126 |$$ 14 $184,773 |$16,864 |$$-|$16,864 $-{$3,695 $205,333 132,348 -4$0.127 |$$ 15 A$205,333 |$17,126 |$$-|$17,126 $3,203 |$4,043 |$223,299 132,414 :4s 0.129 |§$$ 16 $ 223,2991$17,391 {|$$-1$17,391 $-|$4,466 |$245,156 132,480 -a$0.131 1 $$ 17 $245,156]$17,661 |$$-1$17,661 $-|[$4,903 |$267,720 132,547 -§0.133 1 $$ 18 $267,720)$17,935 |$$-1$17,935 $-|$§5,354 |$291,009 132,613 -AS 0.135 1 $$ 19 F1$291,009]$18,213 |$$-|$18,213 $-{§5,820|$315,042 132,679 :4q$0.137 |$$ 20 $315,042 |§18,495 |$$-|$18,495 |$$46,812 |§5,365 {$292,090 132,745 :rE}0.139 1 §$ 21 $292,090 |$18,782 |$$-|$18,782 $:$-|$5,842]$316,714 132,812 -$0.141 [$$ 22 $316,714 $19,073 |$$-|$19,073 $:$-|$6,334]$342,122 132,878 -$0.144 $$ 23 $ 342,1221$19,369 |$$-|$19,369 $:$-|$6,842 |$368,334 132,945 -aS 0.146 |§$$ 24 $368,334 1$§19,670 |$$-|$19,670 $:$-|$7367|$395,370 133,011 -$0.148 |§$ 25 $ 395,370/$19,975 |$$-|$19,975 $:$3,717 |$7,833 |$419,461 133,078 -a$0.150 |$$ 26 $419,461 $20,284 |$$-|§20,284 $:$-1$8,3891$448,134 133,144 -$0.152 1$$ 27 $448,134)§20,599 |$$-|$20,599 $:$-|$8,963 |$477,696 133,211 -$0.155 1 §$ 28 $477,696 |$20,918 |$$-|%20,918 $:$-|$9,554 |$508,168 133,277 -$0.157 1 §$ 29 $508,168 1 $21,243 |$$-|$21,243 $:$-|§10,163 [$539,575 133,344 -q$0.159 |$$ 30 $ 539,5751$21,572 |§$$-{$21,572 $-$45,761 |§$9,876 |$525,262 133,411 :$0.162 |$$ 31 $525,262 $21,907 |$$-($21,907 $-|$§10,505 |$557,674 133,477 :$0.164 |$$ 32 $557,674 1$22,246 |$$"18 22,246 $-|$11,153]$591,074 133,544 :A$0.167 |$$ 33 I$591,074 $22,591 |$$-|$22,591 $-|$11,821]$625,487 §133,611 :$0.169 |$$ 34 $625,487 |$22,942 |$$-{$§22,942 $-|$12,5101 $660,938 F.133,678 :A$0.172 1$§ 35 $660,938 |$23,298 |$$-{$23,298 $4313 1$13,133 |$693,055 133,745 :4a$0.1741§$ 36 §4$693,055 |$23,659 |$$-|$23,659 $"18 13,861 |$730,575 133,811 :$0.177 1$$ 37 $730,575 |$24,026 |§$$-|$24,026 $-|$14,612]$769,212 133,878 - (4 §0.179 |$§ 38 $ 769,2121$24,398 |§$-|$24,398 §-|$15,384]$808,995 133,945 :$0.182 |§$$ 39 $808,995 |$24,777 |$$-|5 24,777 $-|$16,180 |$849,952 fF 134,012 -as 0.185 |$$ 40 $849,952 1$25,161 |$$-{$25,161 $838,806 |$-{$36,307 134,079 -q$0.188 |§$ Whitestone Community Association Bulk Fuel Facility Business Operating Plan Page 23 of 26 TABLEF -PAGE 2RandRParticipantPaymentSchedules Association HI NA NA R &R Fund Balance R &R Fund Balance R &R FundBalance Year)Bef |Anal |Principal __|Renewale/|_Mverest Year]Beef |anual |Principal |Renewals/|_,Interest Bez of |Aneual |Principal |Debt |Renewals/|InterestYer5:Debt Service Earnings (Net|Total Year 5 'Debt Service Eamings (Net|Year 5 i ,Eamings TotalB.lance Deposit Received Replacements of hay Balance Deposit Received Replacements of hay Balance Deposit |Received Service |Replacements (Net of Fees) 1 [$-[$11,655 $-[$11,655 1 1$-|§$ 1$$-I$$15 2 [$11,655|/$12,060 $350[$24,005 f)2 |$-_|$$-|$$s -I$-$-{$ 3 [$24,065/$12,480 $722|$3720H 3 |$-|$$ 1$$.-I$:$"Ts 4 [$ 37,266/$12,914 $1,118/$51,298 4 [$-_I$$-|$$s -l$-$-1§ 5 [$51,298/$13,363 2,760[$1,456 /$63,358 5 Is -_|$$-_|$-|$$.-[$-$-_|$-l$ 6 [$63,358[$13,828 $1901/$79,086 ff 6 |$-_|$$-|$$-{$:$-l$ 7 [$79,086 [$14,309 $ 2373[$95,769 ff 7 |$-I$$-|$$.-I$-$-1$ 8 1$95,769]$14,808 $1915 |$112492H 8 [S$-_|$$-|$$-|$:$-|$ 9 [$112,492]$15,324 $2,250/$130,065 H 9 I$-I$$-\$$-I$-$-1$ 10 [$130,065 |$15,857 21,139 |$2,179 |$126,961 $-_|$$-_|$-|$$$-I$:$-_|$-l$ 11 $126,961]$16,103 $2,539 [$145,604 $-_|$$-|$$$-|$-$-1$ 12 [$145,604[$16,353 $2912 [$164,869 $-|$$-|$$s.-[$-$-|$ 13 [$164,869|$16,607 $3,297]$184,773 $-_|$$-|$$-|$-$aK} 14 T$184,773 |$16,864 $3,695 [$205,333 $-_I$$-|$$s -[$-$-1$ 15 [$205,333 [$17,126 3,203 [$4,043 [$223,299 $-_|$$-{$s -T$$-\$:$ _T$ T$ 16 [$223,299 [$17,391 $4,466 [$245,156 $-_\$$-|$$s.-I$-$ 1$ 17 [$245,156 |$17,661 $4,903 [$267,720 $-_|$$-|$$s -[$-$-1$ 18 [$267,720[$17,935 $_5,354{$291,009 $-_|$$-|$$$-I$-$ 1$ 19 [$291,009 |$18,213 $5,820 [$315,042 $-|$$-1$$.-I$:$Ts 20 [$315,042/$18,495 |$:46,812 |$5,365 |[$292,090 $-_|%$-_|-|$$-|$-|$-$-|$-1$ 21 [|$292,090]$18,782 $-$5,842 /$316,714 $-_|$$:$-|$$s.-S$-$-$-1$ 22 |$316,714]§19,073 $:$_6,334[$342,122 $-_\$$-$-|$$-|$-$-$-1$ 23:[$342,122/$19,369 $-$6,842}$368,334 $-_|$$:$-|$$-I$-$-$ 1$ 24 [$368,334|$19,670 $-$7,367 |$395,370 $-_|$§-$-|$$-|$-$-$-|$ 25 |$395,370]$19,975 $-3,717 |$7,833 [$419,461 $-I$$-{1$-_|$-|$$-|$-$-($-_|$-1$ 26 [$419,461 $20,284 $-$8,389 |$448,134 $-_i$$-$-|$$s.-|$-$-$-1$ 27 [$448,134[$20,599 $-$8,963 |$477,696 $-_|$$-$-|$$s.-{$s :$-$-l$ 28 [$477,696 ]$20,918 $-$$9,554[$508,168 $-_|$$-$-|$$$-|$-$:$-|$ 29 [$508,168)$21,243 $:$10,163]$539,575 $-_I$$:$-1$$$-S$-$-$-|$ 30 [$539,575 |$21,572 $-45,761 |$9,876 |$525,262 $-|$$-1$-_|$-|$$-_{$:$-|$-_[$-|$ 31 1$525,262/$21,907 $10,505 |$557,674 $-_i$$-|$$-|$-$-($ 32 [$557,674 |$22,246 $11,153 |$591,074 $-_l$$-|$$s -|$-$-($ 33 [$591,074/$22,591 $11,821]$625,487 $-_1%$-|$$s -|$:$-T$ 34 1$625,487 [$22,942 $ 12,510|$660,938 $-_\$$-l$$-I$-$-1$ 35 |$660,938 |$23,298 4,313 [$13,133 |$693,055 $-{$$-_|$-{$$s.-I$:$-_ls -1$ 36 [$693,055 [$23,659 $13,861 |$730,575 $-_|$$-|$$s -|$-$-1$§ 37 [$730,575 |$24,026 $14,612 $769,212 $-_|$$-|$$-I$:$-1$ 38 1$769,212|$24,398 $15,384]$808,995 $-_|s $-1$$-i$:$-T$ 39 [$808,995 [$24,777 $16,180]$849,952 $-_|§$-|$$-I$-$-1$ 40 [$849,952 |$25,161 838,806 $36,307 |)40 |$-{$$ _{$s -{$$s -|§-{[3 -$-|$-I$ TABLE G Loan Schedule Year 20 R&R Loan -Association Year Beginning Balance Interest Payment Principal Payment =$0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00WO],Aun]&[wo)bh$0.00 =°A|A|G|6F|GF14|9|0|OF|'$0.00 AP|||9[9|0|69|OF|091|A|SF||OF|0|4|9|4||$0.00 APEAD|GA|OF|0|OF|OF|WP|OF|OO1'Whitestone Community Association 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. Whitestone Community Association Bulk Fuel Facility Business Operating Plan Page 26 of 26 WHITESTONE COMMUNITY ASSOCIATION Community History The community of Whitestone was originally founded in 1982 by 19 individuals having a true pioneer spirit.The founders,all educated professionals,decided to step away from their traditional lifestyles in order to establish and organize this community.Since that time the community has grown to accommodate the needs of its now 250 residents.The community is located in central Alaska on the west bank of the Delta River at the point it converges with the Tanana River.The community is approximately 95 miles southeast of Fairbanks and 12 miles northwest of Delta Junction. The community originally supported itself through farm product sales (cucumber and tomatoes)to the Wainwright and Eilson military bases in Fairbanks and pelt sales from a community owned and operated fox farm.Today the community's economy continues to grow and relies largely on farm product sales,community-owned businesses and other local employment.Community based businesses include Rika's Roadhouse (historical tour attraction),Big Delta Enterprises (gas station, janitorial supply,Honda dealership),Heritage Homes (general contracting),Hasz Consulting Co. (mechanical engineering firm)and Whitestone Care Services (home health service care). Additionally,the community operates a K-12 school and an accredited college. The community lacks year-round vehicle access.In the winter access is provided via a community- built ice road connected to the Richardson highway,at about mile 275.Access during the summer months is provided via small river boats. All homes within the community are plumbed for water and have private septic systems. Organization History On March 11,2003 the Whitestone Community Association was incorporated under the laws of the State of Alaska.The Whitestone Community Association,Inc.was originally established exclusively for the promotion of social welfare pursuant to Section 501 (c)(3)of the Internal Revenue code. The Association operates primarily to further the common good and general welfare of all the people of the community by bringing about civic betterment and social improvements.In addition to the general powers granted to a nonprofit corporation,the Association may exercise the powers necessaty to provide,operate and maintain public facilities and services necessary to conduct business pertaining to,state and federal grants and other business directed to or conducted by the Association. The Whitestone Community Association (the "Association”)has successfully managed and operated several community services and businesses.The following table lists the Association's current setvices and businesses: Whitestone Community Association Bulk Fuel Facility Business Operating Plan Appendix A-1 CURRENT SERVICES AND BUSINESSES Community Meeting Hall Community Services:Road Construction/Maintenance Landfill Local Area Transportation Retail Fuel Sales (new business) Businesses:Slaughter House (new business) Rika's Roadhouse Fuel retail sales will be a new business operation for the Association;currently,the Association presently does not purchase or sell fuel.Alaska Petroleum is the primary fuel supplier for Whitestone and fuel is purchased and trucked into the community one time per year in March.Fuel is used for local vehicles and farming equipment. Description of Fiscal Controls and Accounting Procedures The Association maintains an accounting office and the Association Administrator will manage the new Bulk Fuel Facility's finances and administration.In addition to the Administrator the Association has Accounting Clerk and Administrative Assistant positions.The Association Administrator is responsible for accounts payable,budgets,tax filings and federal and state reporting.The Accounting Clerk is responsible for accounts receivable and the Administrative Assistant is responsible for date stamping invoices and acquiring signatures on issued checks.All Association staff have the authority to submit check requests,which must have supporting documents prior to being processed by the accounting office.All checks must be signed by two of the Association Members and only four of the Association Members have signatory authority. Copies of checks are attached to supporting documents and filed at the Association's office located in Whitestone.The Association's accounting staff use the software program QuickBooks Pro Premier. The Association operates on a January through December fiscal year.Financial reviews and/or audits ate conducted by Cook &Haugberg. Management and Structure The Association board consists of six Association Board Members.Steve Selvaggio is President. Below are the names and titles of the 2004 Board Members. WHITESTONE COMMUNITY ASSOCIATION FY2004 ASSOCIATION BOARD MEMBERS Steve Selvaggio,President Carl Ekstrom,Vice President Don Winston,Secretary David Digloria,Treasurer Jack Federick,Member Nitin Wheeler,Member Whitestone Community Association Bulk Fuel Facility Business Operating Plan Appendix A-2 The organizational chart below shows the relationship between the various components of the Whitestone Community Association overall structure.At the apex of management is the Association Board Members all representing the members of Whitestone. Whitestone Community Association Organizational Chart Community Members Board of Directors M anager Steve Selvaggio Accountant/Bookkeeper David Digloria Identification of Key Personnel The Bulk Fuel Facility will have overall direction from Steve Selvaggio.He will be involved in this project from the beginning and will be the main contact for the Facility.He will work with AIDEA/AEA and the Denali Commission to ensure the Association's role in the project timeline. See attached resume. Carl Ekstrom is the Association's Vice President.He is responsible for grant writing, administration,strategic planning,governmental affairs and community relations.See attached resume. David Digloria is the Accountant/Bookkeeper for the Association.He is responsible for payroll, accounts receivable,accounts payable,purchasing,tax filings and for tracking project expenses and pteparation of required project financial reports.Additionally,he is responsible for businesses/financial management and budgeting.See attached resume. Jobn Hasz is the main Bulk Fuel Operator for the Association.He will be responsible for the operations and maintenance of the new Facility.See attached resume. Whitestone Community Association Bulk Fuel Facility Business Operating Plan Appendix A-3 The Association will create a new position,Bulk Fuel Facility Manager,once the new Bulk Fuel Facility nears completion.The Bulk Fuel Facility Manager will be responsible for overseeing the operations and maintenance of the Facility.The new manager will receive training and technical assistance as appropriate for this new position.See attached job description. Organization of Bulk Fuel Facility Management and Operations The following chart illustrates the staff relationships of the Association's new Bulk Fuel Facility: Whitestone Community Association Bulk Fuel Upgrade Project Organizational Chart J on.ONWhitestoneAssocition \Board of Directors / Facility Manager Steve Selvaggio Facility Development Carl Ekstrom || kkeeping|Bulk Fuel Operator Alternate Operator David Digloria John Steven Hasz Chris Bailey Staff Training Needs Below is an initial list of training and assistance the Association Administrator has identified for the Association's staff: Oil Spill Response Training Bulk Fuel Operator Training Facility Maintenance/Mechanical Power Plant Operations Whitestone Community Association Bulk Fuel Facility Business Operating Plan Appendix A-4 Proposed Training Plan The Association will utilize training resources available through AEA and the Alaska Vocational Technical Center (AVTEC)to ensure proper training of its personnel.The following is a summary of those resources: e 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 1s: 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. The following courses ate 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 Whitestone Community Association Bulk Fuel Facility Business Operating Plan Appendix A-5 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 vary based on the specific program.An estimated fee for various programs has been included next to the listing of programs offered.The estimated fees include tuition,activity fee,security deposit,room and board,and books and supplies.Broken out these costs total -activity fee ($25),security deposit ($50),and room and board ($20/day). The tuition,books and supplies vary in cost according to the course and course length. The following programs and courses are offered relating to Skilled Labor: Construction Machinery and Diesel Engine Technology -This program teaches students the skills and competencies of servicing,maintaining,and repairing construction machinery and diesel engines.Approximately 40 percent of the course is classroom instruction with the remainder being shop work.Four certification levels can be obtained within the program.The entire course will cost an estimated $7,280 and take approximately 40 weeks or 1379 hours. Basic course content includes:tire repair;basics of equipment operation;chassis components;differentials;transmissions;brakes;electrical systems;hydraulic systems; introduction to gas and arc welding;diesel engine operation and tuning;precision measurement;disassembly and reassembly of diesel engines;fuel injection systems and governors,including electronically injected diesels;mathematics;industrial first aid;job seatch skills;and,shop safety. Whitestone Community Association Bulk Fuel Facility Business Operating Plan Appendix A-6 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, Wite-Feed Welder,Aluminum Welder,and Welder Helper.The entire course will cost an estimated $5,260 and take approximately 20 weeks or 700 hours. Basic course content includes:O.A.W.(Oxyacetylene Welding);S.M.A.W.(Stick electrode); G.M.A.W.(MIG);G.T.A.W.(TIG);shop safety;industrial first aid and CPR and job search skills. Industrial Electricity -This program prepares students for entry-level positions in the field of industrial electricity.The course is broken into three parts;classroom presentation, experimental lab work,and electrical maintenance shop work.Four certificates can be obtained,Industrial Controls Technician,Industrial Electrical Technician,Electrical Apprentice,and Electrical Helper.The entire course will cost an estimated $8,175 and can take up to 40 weeks or 1400 hours depending on the certification level. Basic course content includes:electrical theory and wiring practices;electrical construction and national electrical code,industrial process automation,and job search and interview 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 hours. Basic course content includes:Computer operations and software applications;Keyboarding and document processing;Proofreading and editing;Office procedures and office machines; Machine transcription;Accounting and record keeping;Business English and mathematics; Job and interview preparation;and,Internship training. The following programs are offered relating to Facility Maintenance and Operations: Facility Maintenance/Construction Trades -This program prepares students for installation,maintenance,service,repair and diagnostics to maintain installations and repair numerous types of facility equipment.Approximately 50 percent of the course is classroom instruction with the remainder being hands on training.Two certificates can be obtained: Building Maintenance Repairer and Building Maintenance Repairer Helper.The entire course will take approximately 38 weeks or 1316 hours. The main courses of study are carpentry,plumbing,heating and electrical.Basic course content includes:Carpentry (blueprint reading,power tools and hand tools,framing, sheetrock,structural repair,foundations);Plumbing (names of fittings,join pipe,repair and replace fixtures);Heating (proper cleaning,troubleshooting,and preventative maintenance); Whitestone Community Association Bulk Fuel Facility Business Operating Plan Appendix A-7 and,Electrical (electrical theory,residential wiring,electrical troubleshooting,national electrical code,blueprints,and schematics). Facility Maintenance/Mechanical -This program prepares students for installation, maintenance,service,repair and diagnostics of HVAC/R equipment.Approximately 45 percent of the course is classroom instruction with the remainder being hands on training. Six certificates can be obtained:Plumbing and Heating Technician;Plumbing and Heating Repairer;Plumbing and Heating Assistant Repairer,HVAC/R Technician;HVAC/R Unit Repairer;HVAC/R Helper.The entire course will take approximately 36 weeks or 1260 houts. Basic course content includes:electrical theory;troubleshooting and repair;reading blueprints and schematics;electrical circuits and controls;testing circuits,system design; retrofitting systems;heat loads;installation techniques;heat pumps;oil,gas and 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. Whitestone Community Association Bulk Fuel Facility Business Operating Plan Appendix A-8 RESUMES/JOBS DESCRIPTION Whitestone Community Association Bulk Fuel Facility Business Operating Plan Appendix A-9 Whitestone Community Association PO Box 1229 Delta Junction,Alaska 99737 Work 907-895-4938 Fax 907-895-4787 Steven M.Selvaggio Employment Whitestone Farms 1983 to Present Power Plant Design and Installation Applied for and was awarded a $166,000 grant from the State of Alaska Department of Emergency Services for design and construction of a power plant to replace the then existing facility which was destroyed by catastrophic fire in June 23,1991. Responsible for constructing an interim power generation resource during construction of a new,state-of-the-art power facility,which went on-line September 15,1991.Responsible for administration and maintenance of said facility to date. Power Line Distribution,Design and Installation Responsible for design,purchase of materials,and construction of power line to all areas of the community. Heavy Equipment Operation and Maintenance Responsible for annual budgeting in conjunction with prioritization of needs for the operation and maintenance of community's heavy equipment. Certificates /Skills Commercial Drivers License,Welder,Electrician,Heavy Diesel Engine Repair,Heavy Equipment Repair,Industrial Networking and Programming Community Service Present -President Board of Directors Whitestone Community Association Whitestone Community Association Bulk Fuel Facility Business Operating Plan Appendix A-10 Whitestone Community Association PO Box 1229 Delta Junction,Alaska 99737 Work 907-895-4938 Fax 907-895-4787 Carl Ekstrom Employment Education Membership /Setvice Rika's Roadhouse &Landing 11/1988-Present Strategic Planning &Marketing Manage strategic planning and funding efforts for Rika's Roadhouse & Landing,a non-profit corporation and state historical park.Seek tour operators to visit the attraction.Formulate alliances with other tour suppliers in the region and form cooperative marketing efforts with local,regional and state marketing organizations.Seek federal,state,and foundation grants for expansion and restoration efforts.Attend trade shows. Increased revenues 4%in 2002 and 7%in 2003.Successfully negotiated a $450,000 river bank restoration project.Introduced a tour operator data base and created a cooperative marketing database. Tanana Adventure Sports 10/1998 --Present Marketing/Advertising Director/Co-Owner Manage and establish marketing and advertising budget for one of the fastest growing recreational vehicle dealerships in the country.Product line includes,Honda ATV,Honda Marine,Honda Power Equipment,Skidoo, Seaark boats,ATEC,and various trailer lines.Oversee advertising,trade shows,industry/networking events,and target media campaigns driving new business development. Whitestone Care Services 1/2001 -Present Owner Provide care coordination and respite services. Whitestone Community Association 5/2003-Present Vice President Provide strategic vision for a small rural village in Alaska.Implement and conduct community,public,and government relations,on regional and statewide level.Lobby state legislators for revenue sharing.Seek out additional funding sources. 1982 Westminster College,Salt Lake City,UT - Major:Behavioral Science Alaska Travel Industry Association 12/2003 to Present Member,Marketing Committee,North to Alaska sub-committee,and research sub-committee Lt.Governor's Faith Based Community 11/2003 to Present Whitestone Community Association Bulk Fuel Facility Business Operating Plan Appendix A-11 Whitestone Community Association PO Box 1229 Delta Junction,Alaska 99737 Work 907-895-4938 Fax 907-895-4787 David J.Digloria Employment Previous Experience Education Community Service Membership Rika's Roadhouse and Landing 1989 to Present Accountant/Bookkeeper Responsible for operations financial budget and audits.Supervise bookkeeper and roadhouse staff. Big Delta Enterprises,Inc. 1989 to Present Parent company for Servicemaster,Tanana Adventure Sports and Tanana Trading Post.Responsible for annual budget,taxes and supervision of bookkeepers. Liberty Maintenance 1979 to 1989 Co-Owner Responsible for business management and operations. Cornerstone Bakery 1979 to 1989 Co-Owner Responsible for business management and operations. 1979 Keene State College,Liberal Arts 1985-Instuctor-Covenant Life College Business Math Instructor Human Resource Management Instructor New Testament/Old Testament Survey Treasurer and CFO,Church of the Living Word Treasurer,Board of Directors,Whitestone Community Association International Ministerial Association Whitestone Community Association Bulk Fuel Facility Business Operating Plan Appendix A-12 John S.Hasz Whitestone Community Association PO Box 1229 Delta Junction,Alaska 99737 Work 907-895-4938 Fax 907-895-4787 Employment Education Hasz Consulting Company 1991 to Present Sr.Mechanical Engineer Responsible for onsite analysis of vibration and structural problems in machines.The vibration analysis includes machine chatter conditions,rotating machinery vibration,or difficult workpiece sizing issues.This includes in depth modal analysis and other testing on manufacturing machinery including the machine mounting systems. Whitestone Farms 1989 to Present Mechanic and Truck Driver Responsible for vehicle and small machinery repair and maintenance. Commercial vehicle driver.Drives fuel truck to fuel Whitestone Farm buildings and facilities. Tanana Adventure Sports 2000 to Present Electrical/Mechanical Technician Responsible for repair and maintenance of small engines and machinery including Honda ATV's,Bombardier snow-machines and Honda/Evanrude boat motors. Twin City Christian School Twin City,MA High School Diploma 1997 Century University Albuquerque,NM Bachelor of Science,Mechanical Engineering Whitestone Community Association Bulk Fuel Facility Business Operating Plan Appendix A-13 WHITESTONE COMMUNITY ASSOCIATION JOB DESCRIPTION BULK FUEL FACILITY MANAGER Exempt (Y/N):No Salary: Division:Bulk Fuel Location:Whitestone Employee:Supervisor:Vice President Approved By:Board of Directors 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 Whitestone Community Association,the Denali Commission,Regulatory Agencies,and other interested patties. 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 Board of Directors with annual report of operations to the Denali Commission and other required reporting. Implements the spill response and related regulatory plans and ensures that required spill response and related regulatory plans are updated and available on-site:Ensures the reliability of the spill response equipment,maintains the proper records,and conducts periodic spill drills. Oversees proactive program to recognize,identify and correct operational problems 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. Whitestone Community Association 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 correspondence.Ability to speak effectively before groups of customers or employees of organization. Reasoning Ability:Ability to solve practical problems and deal with a variety of concrete variables in situations where only limited standardization exists.Ability to interpret a variety of instructions furnished in written,oral,diagram,or schedule form. PHYSICAL DEMANDS:The job will be physically demanding;will be required to push,maneuver and sometimes lift heavy objects. Whitestone Community Association 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 WHITESTONE COMMUNITY ASSOCIATION BULK FUEL SYSTEM UPGRADES PROJECT PREPARED BY:PREPARED FOR: CRW Engineering Group,LLC.Alaska Energy Authority 3900 Arctic Blvd.Suite 203 Anchorage,AK 99503 (907)562-3252 (907)561-2273 FAX February 16,2004 Whitestone Community Association Bulk Fuel Facility Business Operating Plan Appendix B-1 WHITESTONE COMMUNITY ASSOCIATION BULK FUEL UPGRADES PAGE 1 DATE:FEBRUARY 16,2004 NOTES REGARDING THE PREPARATION OF THIS ESTIMATE These Operations/Maintenance and Replacement/Renewal costs are based on the Whitestone Community Association Bulk Fuel Facility 35% drawings dated,February 2003,prepared by CRW Engineering Group,LLC of Anchorage,Alaska and do not include costs that could incur due to unexpected events such as natural disaster,vandalism,etc. Each work item is priced using "Force Account"local labor with exception of major testing,replacement,etc.,which are priced using outside consultant/contractor rates,per diem and travel costs."Force Account"labor rates are assumed as an average hourly rate for each village scenario. O&M costs are established on yearly basis in 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 two to eight times over 40 years. Replacement costs are based one to four times over 40 years. Please note that this report excludes all work to the existing tank farm,O&M,and R&R costs for non-related tank farm work. ESTIMATING ASSUMPTIONS Operation/Maintenance Costs:All costs are on yearly basis for one time event only. 0 5 10 15 20 25 30 35 40 Years:||||||||| |||I |i I i 1 Renewal/Replacement Costs:Total cost column represents one time event only.Years in parentheses indicate number of times to be renewed/replaced.Therefore,the Business Plan should apply the total dollars and multiply by the number of years item is to be renewed or replaced. Whitestone Community Association Bulk Fuel Facility Business Operating Plan Appendix B-2 WHITESTONE COMMUNITY ASSOCIATION BULK FUEL UPGRADES PROJECT SUMMARY One Time Cost PAGE 2 DATE:FEBRUARY 16,2004 TOTAL COST (In 2003 Dollars) A.Operations &Maintenance Costs (Yearly)7,097 x 40 Years = B.Renewal Costs (Over 40 Years) C.Replacement Costs (Over 40 Years) $283,880 See Business Plan Table See Business Plan Table TOTAL O&M AND RENEWAL/REPLACEMENT COSTS (2004 DOLLARS):See Business Plan NOTE:Items B and C costs are for multiple events over 40 years period.See Business Plan Tables for actual costs including inflation factor and number of occurrences/event. Whitestone Community Association Bulk Fuel Facility Business Operating Plan Appendix B-3 WHITESTONE COMMUNITY ASSOCIATION BULK FUEL UPGRADES PROJECT QUANTITY ATERIALITRAV.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 the the 35%concept drawings for the Whitestone Community Association tank farm comprising six (6)25,000 gallon single product tanks and all assc draw piping (total shell capacity 150,000 gallons). All costs are projected on yearly basis using local labor and construction equipment. 1L_GROUND MAINTENANCE Annual maintenance (shared cost)12 Mos 4.000 48.000 25.00 1.200 1,200 SUBTOTAL 1.GROUND MAINTENANCE (YEARLY):1.200 1.200 2_FQUIPMENTANDINSPECTIONS Fuel delivery (150,000 gallons - 1 times)1 LOT 20.000 20.000 25.00 500 500 Perform minor repairs,paint touch-up replace faulty valves,gauges,etc {1 time/year-6 tanks)1 LOT 850.00 850 20.000 20.000 25.00 500 100.00 100 1.450 Consumables (Spill Response.safety Equip.etc.)1 LOT 150.00 =150 10.000 5.000 25.00 126 275 SUBTOTAL 2.TANKS.PIPELINES,ETC.(YEARLY):1,000 1.125 100 2.225 Whitestone Community Association Bulk Fuel Facility Business Operating Plan Appendix B-4 PAGE 3 DATE:FEBRUARY 16,2004 WHITESTONE COMMUNITY ASSOCIATION BULK FUEL UPGRADES PROJECT PAGE 4 DATE:FEBRUARY 16,2004 QUANTITY ATERIAUTRAY LABOR EQUIPMENT A.Operations &Maintenance Costs (Yearly)No.of Unit|Unit |Cost MH Total Cost |Unit {Cost}TOTAL Units |Meas}Price $Unit Hrs Rate $Price |$$ 3.OTHER COSTS Operator training (Instructor Flown In Once every 2 years)1 EA 500.00 500 20.000 20.000 25.00 500 1,000 Administration -clerical 12 Mos 2.000 24.000 18.00 432 432 Supervision 12 Mos 4.000 48.000 30.00 1.440 1.440 Annual audit {in Anchorage)1 EA 8.000 8.000 100.00 800 800 SUBTOTAL 3.OTHER COSTS (YEARLY):500 3.172 3.672 SUMMARY (YEARLY} 1.GROUND MAINTENANCE $1,200.00 2.EQUIPMENT AND INSPECTIONS $2,225.00 3.OTHER COSTS $3,672.00 TOTAL IN PRESENT DOLLARS/YEAR:$7.097 Whitestone Community Association Bulk Fuel Facility Business Operating Plan Appendix B-5 WHITESTONE COMMUNITY ASSOCIATION BULK FUEL UPGRADES PROJECT PAGE 5 DATE:FEBRUARY 16,2004 MATERIAL, (FOB WHITESTONE) QUANTITY |AND TRAVEL LABOR EQUIPMENT B.Renewal Costs (Over 40 Years)No.of Unit}Unit Cost |MH Total Cost |Unit |Cost TOTAL Units Meas}Price $Unit Hrs Rate $Price $$ JA.FENCE Repair fence and gates {at 10 and 30 years -2 times)420 =LF 5.00 2.100 0.250 105.000 2500 2625 160 672 5,397 1B.PADS AND DIKE Repair earthen dikes and liner 6.000 SF 0.25 1.500 0.010 60.000 2500 1.500 020 1.200 4.200 (at 20 years -1 time) SUBTOTAL 1A &B.FENCE AND PADS &DIKE:3,600 4,125 1,872 9.597 2A.TANKS Replace miscellaneous valves and gauges (at 10,20,30 and 40 years - 4 times -6 Tanks)1 LOT 3000.00 3.000 16.000 16.000 25.00 400 80.00 80 3.480 2B.PIPELINES.BULK TRANSFER AREAAND FLEET DISPENSI} Check AND REPAIR fleet dispensing equipment (at 10 and 30 years -2 times)1 LOT 465000 450 8.000 8.000 25.00 200 50.00 50 700 Check and repair bulk transfer area and (at 10 and 30 years -2 times)1 LOT 1000.00 1.000 16.000 16.000 25.00 400 500.00 500 1,900 Check and repair tank fill line manifolds (at 10 and 30 years -2 times)1 LOT 750.00 750 15.000 15.000 2500 375 70.00 70 1.195 SUBTOTAL 2.TANKS AND PIPELINES:5.200 1.375 700 7.275 Whitestone Community Association Bulk Fuel Facility Business Operating Plan Appendix B-6 WHITESTONE COMMUNITY ASSOCIATION BULK FUEL UPGRADES PROJECT PAGE 6 DATE:FEBRUARY 16,2004 MATERTAL (FOB WHITESTONE} QUANTITY |AND TRAVEL 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 $$ 3.ELECTRICAL MAINTENANCE Check electrical systems repair as necessary (at 5,10,15,25, 30 and 35 years)1 LOT 1500.00 1,500 40.000 40.000 25.00 1,000 10000 100 2.600 SUBTOTAL 3.ELECTRICAL MAINTENANCE:1,500 1,000 100 2.600 SUMMARY (One time cost -multiply by number of times to be renewed} 1A&B.FENCE AND DIKES $9.597 24 &B.TANKS AND PIPELINES 7.275 3.ELECTRICAL MAINTENANCE 2.600 TOTAL IN PRESENT DOLLARS FOR 40 YEARS:$19,472 Whitestone Community Association Bulk Fuel Facility Business Operating Plan Appendix B-7 WHITESTONE COMMUNITY ASSOCIATION BULK FUEL UPGRADES PROJECT PAGE 7? DATE:FEBRUARY 16,2004 QUANTITY MATERIAL LABOR EQUIPMENT C.Replacement Costs (Over 40 Years)No.of |Unit}Unit Cost MH Total Cost Unit Cost TOTAL Units |Meas}Price $Unit Hrs Rate $Price $$ 1A_FENCE Replace 6'0"fencing and gates{at 20 and 40 years -2 times)420 LF 25.00 10500 0500 210.000 25.00 5.250 440 1,848 17,598 1B.PAD.AND DIKE Replace concrete foundations under tanks (at 40 years 1 time)20 CY 400.00 8,000 3.000 60.000 60.00 3.600 0.50 10 11.610 Excavate.replace pad liner and backfill (at 40 years -1 time)6.000 SF 650 39,000 0400 2400000 60.00 144.000 1.50 9,000 192,000 SUBTOTAL 14 &B.FENCE.PAD &DIKE:57,500 152,850 10.858 221.208 Whitestone Community Association Bulk Fuel Facility Business Operating Plan Appendix B-8 WHITESTONE COMMUNITY ASSOCIATION BULK FUEL UPGRADES PROJECT PAGE 8 DATE:FEBRUARY 16,2004 QUANTITY MATERIAL LABOR EQUIPMENT C.Replacement Costs (Over 40 Years)No.of |Unit}Unit Cost MH Total Cost Unit Cost TOTAL Units |Meas|Price $Unit Hrs Rate $Price $$ 2A.TANKS. Replace tanks,25.000 gallon tank (at 40 years-1 time-6 tank)6 EA 36000.00 210.000 50.000 300.000 60.00 18.000 1500.00 9,000 237,000 2B.PIPELINESANDHEADERS Replace above grade line and supports (at 30 years - 1 time-1 pipe)200 =LF 20.00 4,000 0.650 130.000 60.00 7,800 520 1.040 12,840 2C_INSPECTION(OUTSIDE CONTRACTOR) Major inspection of tanks by outside person including per diem and travel costs (at 10,20 and 30 years - 3 times -3 tanks)1 LOT 1000.00 1.000 16.000 16.000 ==75.00 1.200 150.00 150 2.350 SUBTOTAL 2.TANKS,PIPELINES &INSPECTION:215.000 27,000 10,190 252.190 Whitestone Community Association Bulk Fuel Facility Business Operating Plan Appendix B-9 WHITESTONE COMMUNITY ASSOCIATION BULK FUEL UPGRADES PROJECT PAGE 9 DATE:FEBRUARY 16,2004 QUANTITY MATERIAL LABOR EQUIPMENT C.Replacement Costs {Over 40 Years)No.of |Unit}Unit Cost MH Total Cost Unit Cost TOTAL Units |Meas|Price $Unit Hrs Rate $Price $$ 3.ELECTRICAL SYSTEMS Replace wiring,panels and circuit breakers etc. (at 20 and 40 years -2 times - 1 pump)1 EA 5000.00 5.000 30.000 30.000 75.00 2.250 400.00 400 7,650 SUBTOTAL 3.ELECTRICAL SYSTEMS:5,000 2.250 400 7.650 SUMMARY {One time cost -multiply by times to be replaced) 1A&B.FENCE AND DIKES $221.208 24&B.TANKS AND PIPELINES 252,190 3.ELECTRICAL SYSTEMS 7,650 TOTAL RENEWAL:$481.048 Whitestone Community Association Bulk Fuel Facility Business Operating Plan 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 WHITESTONE 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 Whitestone Community Association (the "Association”)for the upgrading of the Association's bulk fuel storage facilities at Whitestone,Alaska (the "Facility”)owned by the Association,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 Association have agreed to a Business Operating Plan consistent with the Sustainability Criteria for the operation of the Facility,as contained in the Whitestone Bulk Fuel Facility Business Operating Plan dated August 10,2004 ("Plan”);and WHEREAS,the Plan specifies that the Association 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 Association agree that,if the Primary Operator is not operating the Facility in compliance with the terms and conditions of the Plan,the Commission may designate a Secondary Operator to assist the Primary Operator or to take over such functions of the Facility operations that the Commission determines are necessary for such time as it determines is necessaty, pursuant to the terms and conditions of this Agreement, Now THEREFORE,the Commission and the Association 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 Whitestone Bulk Fuel Facility Page 2 of 4 2.3 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. If the 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. 2.4 2.5 2.6 2.7 2.8 3. 4.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 Association 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 Whitestone 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 prevent (to be determined)from serving as Secondary Operator.Therefore,the Association acknowledges and agrees that the Commission may appoint any qualified entity or entities to serve as Secondary Operator.The Commission will consult with the Association 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 Association and taking into account the needs and interests of the community of Whitestone 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 required or allowed under this Agreement or applicable law from one party to another shall be in writing and delivered in person or sent by mail,certified or registered,postage prepaid,to the parties hereto at the addresses set forth in this Agreement or to such other persons and addresses as either party may designate.Notice shall be deemed to have been given three (3)days after the day of mailing. This Agreement is a contract made under and governed by the laws of the State of Alaska.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 Whitestone 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 WHITESTONE COMMUNITY ASSOCIATION Py Cli for hr Fag(9,2009 (Signature)(Date) Sev Sefveg gy 0 frelon? (Name Printed)(Title) ror the i<SJONmewCo voliafeo 4(Signature)(Date)Wo...con QyeK @ Sha (Name Printed)_)(Title) for (TO BE DETERMINED) by (Signature)(Date) (Name Printed)(Title) GROUND LEASE This lcascis entered into this 12th day of July 2004,between the Church of the Living Word,Inc.,hereinafter,called the Lessor,whose addressis Post Office Box 1229,Delta Junction,Alaska 99737 and Whitestone Community Association,hereinafter called the Lessee,whose address is Post Office Box 1229,Delta Junction,Alaska 99737. The parties agree as follows: 1.The Premises.The Lessor agrees to lease to the Lesscc the exclusive right to construct, operate,and maintain a tank farm and related facilities on the surface estate of the following rcal property which is located in the State of Alaska. A parcel of land within section 10 ,Township 9 South,Range 9 East,Fairbanks Meridian, Fairbanks Recording District.The site is more particularly described in the attached Appendix A.The description is approximate and is subject to amendments to the description necessary to reflect as built alignments of improvements. 2.Term of Leasg.The lease term shall be in perpetuity provided the premises are used for tank farm and related facilitics,and,provided further than the other provisions of the Icasc are complied with, 3.Automatic Termination.The lease shall automatically terminate if the premiscs ccasc to be used for a tank farm sitc and related facilities. 4,Rent.Because of mutual benefits to bath the Lessor and the Lessce andin consideration ofthebenefitsfromconstructionandoperationofthetankfarm[acilitics,no rent will becharged. 5.Reservation of Rights.The Lessor reserves the right 10 grant to others the rights andprivilegestousethepremisesnotspccificallyandexclusivelygrantedtotheLessee.TherightsandprivilegesgrantedtotheLessceinthisleasearetheonlyrightsandprivilegesgrantedtotheLesscebythislease.The Lesscc has no easements,rights or privileges,expressed or implied,other than those specifically granted by this Jease. 6.Valid Existing Rights.This leaseis cntered into and made subject to all valid existingrights,including cascments,rights-of-way,reservations,or other interests in the premises, in cxistence on the date the Icaseis entered into. 10, 11. 12. 13. Encumbrance of Premises.During the term of this lease,the Lesscc may not assign thisIcascorsubletthepremises,nor enter into any lease,easement,or other obligation of theLessor's title without the prior written approval of the Lessor.Any such act,without prior written approval of the Lessor,is void against the Lessor's title to the premises. Subleases.The Lessee shall provide the Lessor with copics of all applications for subleases,assignments,proposals for development,and construction as-builts,as they become available. Successors Bound,All covenants and provisions in this lease extend to and bind the legal representatives,successors,sublessees,and assigns of the parties, Access to Premises.The Lessor or its authorized representatives reserve the right of ingress to and egress from the premises. Operation and Maintenance.At no cost to the Lessor,the Lessee will provide all utilities, services,and maintenance necessary for the Lessce's usc of the premises.The Lessee will take reasonable steps to protect the surface of the leased area and natural resources,and improvements thereon,and maintain the premises in a reasonably neat and clean condition. Surface Reservation.Unless otherwise stated in this lease,the Lessee may not sell or remove for use elsewhere any of the surface resources of the premises. Breach and Remedies. (a)The premises are to be used only for purposes of tank farm and related facilities,The premises are to be used only for purposes related to developing,opcrating and protecting the tank farm system and other activities that will serve the greater good of the community of Whitestone and for no other purpose without specific written authorization of the Lessor.The Lessor retains the right to terminate this leasc upon 30 days written notice if the premises are used for unauthorized purposes. (b)Time is of the essence in this Icase.If the Lessee breaches any provision of this leasc,other than a breach for improper use of the premises which is governed by subparagraph (a),and the breach is not remedied within 30 days aftcr written notice of it has been served on the Lessee,the Lesscc is subject to any legal action that the Lessor considers appropriate,including the termination of this Jease.The Lessor isnotliableforanyexpenditurcsmadebytheLessceintheeventoftheterminationof this lease. (c)Lf this lease is terminated by summary proceeding or in any other manner,or if thepremisesoranypartofitisabandonedbytheLesseeduringthetcrmofthislease,the Lessor,after written notice to the Lessee,may immediately,or at any timcafterwards,enter or re-enter and take possession of the premises,or any part of it, without liability for any damage,and may remove all persons and property from it 14, 15. 16. 17, 18. either by summary proceeding or by legal action.The words "entry"and "re-entry" are not restricted to their technical legal meaning. Nowaiver.The failure of the Lessor to insist in any one or more instances upon the strict performance by the other party of any provision in this lcasc may not be considered as a waiver for the future;the provision will continuc in full force. Indemnity of Lessor,The Lessee shall indemnify and hold the Lessor harmless from: (a)all claims and demands for loss or damage,including property damage,personal injury,wrongful death,and wage or employment claims,arising out of or in connection with the use or occupancy of the premises by the Lessee or his successor,or at his invitation;and (b)any accident or fire on the premises;and (c)any nuisance on the premises;and (d)any failure of the Lesscc to kccp the premises in a safc and lawful condition consistent with applicable laws,regulations,ordinances,or orders;and (e)any assignment,sublease,or conveyance,attempted or successful,by the Lessee which is contrary to the provisions of this lease. The Lessee will kecp all goods,matcrials,furniture,fixtures,equipment,machinery,and other property on the premises at his solc risk,and will hold the Lessor harmless from any claim of loss or damage to them by any cause. Notice of Claim,The parties agree to immediately notify each other of any claim,demand, or lawsuit arising out of or affecting the Lessee's occupation or use of the premises.Both parties will fully cooperate in the investigation and litigation of any claim,demand,or lawsuit affecting the premises. Laws and 'Taxes.At no expense to the Lessor,the Lessce will conduct all activities authorized by this lease in compliance with all Fedcral,State,and local laws,ordinances, rules and regulations now or hereafter in force,which apply to the activitics authorized herein or to the use,carc,operation,maintenance,and protection of the facilitics,including but not limited to matters of health,safety,sanitation,and pollution.The acquisition of any necessary licenses or permits and payment of any taxes and special assessments accruing against the premiscs during this lease term will be the responsibility of the Lessee or its sublessees and not that of the Lessor, Notices,All notices and other writings required or permitted by this Icasc must be sent byregisteredorcertifiedmail,postage prepaid,to the parties at the following addresses.Apartymustnotifytheotherinwritingofanychangeinaddress. Lessor:Church of the Living Word,Inc. Post Office Box 1229 19. 20. 2i. 22, Delta Junction,Alaska 99737 Lessee:Whitestone Community Association Post Office Box 1229 Delta Junction,Alaska 99737 Denial of Warranty Concerning Title or Conditions.The Lessor make no spccific warranties,expressed or implicd,concerning the title or condition of the premiscs, including survey,access,or suitability for any use,including those uses authorized by this lease.The Lessee leases the premises subject to any and all of the covenants,terms,and conditions affecting the Lessor's title to the premises. Integration and Modification.This lease,including all documents,which by reference arc incorporated in it or made a part of it,contains the entire agreement between the partics.This lease may not be modified or amended except by a document signed by both parties to this Icasc.Any amendment or modification,which is not in writing and signed by both parties,is of no legal cffcct. Severability of Clauses of Lease.Jf any provision of this lease is adjudged to be invalid, that judgment does not affect the validity of any other provision of this lease,nor does it constitute any cause of action in favor of either party as against the other. Headings.The heading of the numbered paragraphs in this lease shall not be considered in construing any provision of this lcasc. BY SIGNING THIS LEASE,the Lessor and the Lessee,agree to be bound by its provision as set out above. Attachment Appendix A:Property Plan Appendix B-1:Church Resolution Appendix B-2:Association Resolution Lessor: CHURCH OF THE LIVING WORD,INC. By:Ly P 4 an ACKNOWLEDGMENT STATE OF ALASKA ) )SS. FOURTH JUDICIAL DISTRICT _) This is to certify that on July 10",2004,before me appeared G.William Gricr,known by me to be the President,of the Church of the Living Word,Inc.,who is authorized to sign this Icasc as shown by the attached resolution (Appendix B-1),and who executed this lease and acknowledged voluntarily signing it on behalf of the Church of the Living Word,Inc.as Lessor. G e (SEAL)gilli,4 SNEER 2.tary Publi¢in and for the State of Alaska Z,Y ssh %+8 .oe"Ss Bt My commission expires:_72, Lessee: WHITESTONE COMMUNITY ASSOCIATION »:ALG Leon STATE OF ALASKA ) 'FOURTH JUDICIAL DISTRICT ) This is to certify that on July 10”,2004,before mc appeared Carl Ekstrom,known by mc to be the Vice President,of Whitestone Community Association,who is authorized to sign this case as shown by the attached resolution (Appendix B-2)and who executed this lease and acknowledged voluntarily signing it on behalf of Whitestone Community Association,as Lessee. (SEAL)wnllttingy,= i..an, wer My Notary/Public zh and for the State of Alaska My commission expires:t%y,ted3}RY»qi\\Er>ky'S%DyvwS44Leaw"ama'My,i"<&xaieardnm%Ny W 145.89174 degrees Endpoint: Elevation:1021 ft N 64.15121 degrees W 145.89418 degrees APPENDIX-A Whitestone Community Association June 22,2004 The purpose of this paper is to provide the locations of the tank farm facility,flect dispensary andpowerlineeasementinrelationtotwosurveyorspinslocatednearby.All datum has becn gathered in the NAD83 format. Surveyors Pins: Pin nearest tank farm facility: Elevation:1036 ft N 64.14955 degrees W 145.89534 degrces Pin nearest fleet dispensary: Elevation:1006 ft N 64.15677 degrces W 145.89530 degrees East side corners of tank farm: South corner: Elevation:1021 ft N 64.15091 degrces W 145.89082 degrees North corner: Elevation:]021 ft N 64.15085 degrees W 145,89354 degrees Front comers of flect dispensary: South corner: Elevation:1012 ft N 64.15900 degrees W 145.88757 degrees North corner: Elevation:1027 ft N 64.15915 degrees W 145.88769 degrees Power line easement: Origin: Elevation:977 ft N 64.15806 degrees W 145,88679 degrees Midpoint corner: Elevation:1028 ft N 64.15361 degrces CHURCH OF THE LIVING WORD,INC. RESOLUTION NO 04012 WHEREAS,the Church of the Living Word,Inc.(hercinafter as CHURCH)is a non-profit organization,having incorporated and organized in accordance with the laws of the State of Alaska;and WHEREAS,the CHURCH owns certain property as identified in Appendix A of the attached lease;and WHEREAS,the Whitestone Community Association necds to secure an intercst in land in order to meet site control requirements for a tank farm project;and WIHIEREAS,the CITURCH has reviewed this proposed ground lease for the project area; WHEREAS,the CHURCH believes the best interests of the CHURCH and the community would be served by issuing this lease;thercfore ITIS NOW RESOLVED by the CHURCH that it approves the attached lease,and that the Board of Directors of the CHURCH is hereby authorized and empowered to sign said lease on behalf of the CITURCH. ADOPTED AND DATED this 10"day of July,2004,at Big Delta,Alaska. ATTEST: wate ZA '4;134 by: Scere ils!tice Yes ident CERTIFICATE The Undersigned,G.William Grier,President,of the Church of the Living Word,Inc.doesherebycertifythatatameetingoftheBoardofDircctorsofsaidorganizationdulycalledandheldonthe10°"day of July,2004 at which a quorum was at all times present and voting,the foregoing resolution was duly adopted. Dated this 10 day of July,2004,at Big Delta,Alaska. »SbnduinBeyF APPENDIX B-1 WHITESTONE COMMUNITY ASSOCIATION RESOLUTION NO.2004-003 WHEREAS,the Whitestone Community Association needs to secure an intcrest in land in order to mect site contro!requirements for a tank farm project;and WHEREAS,the Whitestone Comuuunity Association has reviewed the proposed lease from the Church of the Living Word,Inc.which will serve as site control for the project;and WHEREAS,Whitestone Community Association believes the best intercsts of the shareholders of Whitestone Community Association and of the residents of Whitestone would be served by accepting this lcasc;therefore IT IS NOW RESOLVED by the Whitestone Community Association that it approves the attached Icasc,and that the Vic e President is hereby authorized and empowered to sign said lease on behalf of the Whitestone Community Association. ADOPTED AND DATED this 10 th day of July,2004,at Big Delta, Alaska. The foregoing resolution was adopted at a duly convened meeting of the Board of Directors onJuly10",2004. By:wh hdl) Vice President Altest:/ch tust Deo Sccretary -Treasurer APPENDIX B-2 State of Alaska Alaska Energy Authority Grant Agreement |a)[a]ENERGY AUTHORITY Grant Agreement Number Amount of Funds 2195201 $1,326,060.00 Project Code(s)Encumbrance Number/AR Project Title340229Whitestone Bulk Fuel Upgrade Grantee Authority Contact Person Name Name Whitestone Community Association David Lockard Street/PO Box Title P.O.Box 1229 Project Manager City/State/Zip Street/PO Box Delta Junction,Alaska 99737 813 W.Northern Lights Blvd Contact Person Steve Selvaggio,President City/State/Zip Anchorage,AK 99503 Phone Fax 907-895-4938 907-895-4787 Phone Fax 907-269-4541 907-269-3044 AGREEMENT The Alaska Energy Authority (hereinafter 'Authority')and the Whitestone Community Association (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 $1,326,060.00,unless the grant amount is amended as provided herein. Section Il.The Grantee shall apply the grant funds to the construction of the Project and perform all of the work and other obligations required by this Agreement. Section Ill.Performance under this agreement begins upon signature by the Authority's Executive Director and shall be completed no later than December 31,2005. 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 Article C:General Provisions Appendix 3:In-Kind Contributions Appendix 4:Employer Identification Number App AMENDMENTS:Any fully executed amendments Appendix 5:EIN Power of Attorney to this Agreement Grantee Authority L , Signature Signature fVibLignefpWMUh! Printed Name and Title Printed/Name and Title Steve Selvaggio,President Ronald W.Miller,Executive Director Date Hug (9,2004 Date fo (g-0f Whitestone Bulk Fuel Upgrade Project Grant Agreement Number 2195201 Page 2 of 18 ARTICLE A.DEFINITIONS In this Grant Agreement: a) b) c) d) e) f) 9) j) k) "Authority”means the Alaska Energy Authority,a public corporation of the State of Alaska.The Authority is the Grantor and also acts as an agent of the Grantee for certain functions relating to project design and construction as described herein. "Denali Commission”means the federal-state commission established under 42 USC 3121 and its successors or assigns. "Executive Director'?means the Executive Director of the Authority or authorized designee. "Grantee”means the Whitestone Community Association. "Grantor”means the Alaska Energy Authority. "Project”means the Whitestone Bulk Fuel Upgrade Project. "Procurement Manager”means the employee of the Authority who determines disputes as provided in Article C.Section 3. "State”means the State of Alaska. "Project Manager”means the employee of the Authority in charge of the Project. "Design Documents”are the technical documents and drawings specifying how the Project is constructed. "Construction Manager”means the on-site supervisor of the Project as assigned by the Authority.The Construction Manager may or may not be an employee of the Authority. "Project Completion”means the Project is complete,the work is complete, and all Project costs have been billed and paid as determined by the Authority. m)"Grants Manager'means the employee of the Authority in charge of managing the Grant. AEA:Rev.11/03 H:Mjudd/Grants/2004/2004Q1/Whitestone -2195201.doc Whitestone Bulk Fuel Upgrade Project Grant Agreement Number 2195201Page3of18 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 Whitestone,Alaska,as described more fully in the CDR Design dated March 2004,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.11/03 H:Mjudd/Grants/2004/2004Q1/Whitestone -2195201.doc Whitestone Bulk Fuel Upgrade Project Grant Agreement Number 2195201 Page 4 of 18 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.11/03 H:Mjudd/Grants/2004/2004Q1/Whitestone -2195201 .doc Whitestone Bulk Fuel Upgrade Project Grant Agreement Number 2195201 Page 5 of 18 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 12 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 Office of Project Management and Permitting (DNR).The Authority will assist the Grantee in obtaining these permits and approvals. The Grantee will assist the Authority in obtaining qualified local labor for the Project and will provide necessary local administration assistance,including recommending qualified local personnel;assisting in obtaining necessary personnel information; AEA:Rev.11/03 H:Mjudd/Grants/2004/2004Q 1/Whitestone -2195201.doc Whitestone Bulk Fuel Upgrade Project Grant Agreement Number 2195201 Page 6 of 18 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.11/03 H:Mjudd/Grants/2004/2004Q1/Whitestone -2195201 .doc Whitestone Bulk Fuel Upgrade Project Grant Agreement Number 2195201 Page 7 of 18 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.11/03 H:Mjudd/Grants/2004/2004Q1/Whitestone -2195201.doc Whitestone Bulk Fuel Upgrade Project Grant Agreement Number 2195201Page8of18 d) g) h) j) k) copy of the decision to the Grantee by certified mail or other method that provides evidence of receipt.Pending a final decision,the Grantee shall proceed with diligent performance of the agreement in accordance with the Procurement Manager's decision notwithstanding any disagreement with that decision. The Procurement Manager's decision is 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.11/03 H:Mjudd/Grants/2004/2004Q1/Whitestone -2195201 .doc Whitestone Bulk Fuel Upgrade Project Grant Agreement Number 2195201 Page 9 of 18 Section 4.Termination. a) b) d) The Grantee shall have no rights to compensation or damages for termination except as provided in this Section. In addition to all other rights available under law,the Authority may terminate this Agreement or stop work on the Project for the convenience of the Authority or for cause upon ten (10)days written notice. "Cause"for termination shall exist when the Grantee has failed to perform under this Agreement,has provided incorrect or misleading information or has failed to provide information which would have influenced the Authority's actions.In order for termination to be for cause,the Grantee's failure to perform or the Grantee's provision of incorrect,misleading,or omitted information must be material. If this Agreement is terminated for cause,the Grantee shall be entitled to no compensation.The Grantee shall reimburse the Authority for all grant funds expended under this Agreement by the Grantee or on the Grantee's behalf including interest accrued from the date of disbursement.The Grantee shall also reimburse the Authority for any costs incurred to collect funds subject to reimbursement,and for any damages incurred by the Authority as a result of the Grantee's failure to perform or provision of incorrect or misleading information.The Authority may - require the Grantee to return to the Authority some or all of the project assets if this Agreement is terminated for cause. 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.11/03 H:Mjudd/Grants/2004/2004Q1/Whitestone -2195201.doc Whitestone Bulk Fue!Upgrade Project Grant Agreement Number 2195201 Page 10 of 18 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.6 (Grantee Responsibilities),Art.C Sec.1 (Inspection and Retention of Records),Art.C Sec.10 (Compliance with Applicable Law and Funding Source Requirements),and Art.C Sec.13 (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 cost containment, and the other applicable terms and conditions in Denali Commission Financial Assistance Award Number 0048-DC-2002-I1. AEA:Rev.11/03 H:Mjudd/Grants/2004/2004Q1/Whitestone -2195201 .doc Whitestone Bulk Fuel Upgrade Project Grant Agreement Number 2195201 Page 11 of 18 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 President 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.11/03 H:Mjudd/Grants/2004/2004Q1/MWhitestone 2195201.doc Whitestone Bulk Fuel Upgrade Project Grant Agreement Number 2195201 Page 12 of 18 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: Steve Selvaggio,President Whitestone Community Association P.O.Box 1229 Delta Junction,Alaska 99737 Phone 907-895-4938 Fax 907-895-4787 AEA:Rev.11/03 H:Mjudd/Grants/2004/2004Q1/Whitestone -2195201.doc Whitestone Bulk Fuel Upgrade Project Grant Agreement Number 2195201 Page 13 of 18 Appendix 1 NOTICE OF PROJECT COMPLETION ALASKA ENERGY AUTHORITY Date: Project Name Whitestone Bulk Fuel Upgrade Project Contracting Party Whitestone Community Association Authority Contract No.2195201 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.2195201. Project Manager Date Alaska Energy Authority AEA:Rev.11/03 H:Mjudd/Grants/2004/2004Q1/Whitestone -2195201.doc Whitestone Bulk Fuel Upgrade Project Grant Agreement Number 2195201 Page 14 of 18 The Whitestone Community Association certifies that the Project named above is complete in accordance with the terms and conditions of Authority Agreement No. 2195201. The Whitestone Community Association acknowledges and certifies that all expenses incurred by the Association under the Agreement have been paid in full.The Association further acknowledges that it can make no further claims for reimbursement. Authorized Signature (Title) (Name Printed)Date AEA:Rev.11/03 H:Mjudd/Grants/2004/2004Q1/Whitestone -2195201.doc Whitestone Bulk Fuel Upgrade Project Grant Agreement Number 2195201 Page 15 of 18 Appendix 2 FUNDING SOURCES AND TOTAL GRANT BUDGET Project Code 340229 Total AEA Grant $1,326,060.00 Total Project Budget $1,326,060.00 Anticipated Funding Allocation: Denali Commission:$1,326 ,060.00 AEA:Rev.11/03 H:Mjudd/Grants/2004/2004Q1/Whitestone -2195201.doc Whitestone Bulk Fuel Upgrade Project Grant Agreement Number 2195201 Page 16 of 18 Appendix 3 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.11/03 H:Mjudd/Grants/2004/2004Q1/Whitestone 2195201.doc Whitestone Bulk Fuel Upgrade Project Grant Agreement Number 2195201 Page 17 of 18 Appendix 4 EMPLOYER IDENTIFICATION NUMBER APPLICATION AEA:Rev.11/03 H:Mjudd/Grants/2004/2004Q1/Whitestone -2195201.doc Form SS-4 (Rev.Decernber 2001) Deparment of the TreesuryintemalRevernunService >See separate instructions for each line.>Keep a copy for your records. Application for Employer Identification Number (For use by employers,corporations,partnerships,trusts,estates,churches,goverment agencies,Indian tribal entities,certain individuals,and others.) EIN OMB No,1545-0003 1 Legal name of entity {or individual)for whom the EIN Is being requestedWhitestoneCommunityAssociation 2 Trade name of business {it daterent uns ame on line i)3 Executor,trustee,"care of*nameRichards,Johnson &Granberry P-C. 4a Mailing address (room,apt.,suite no.and street,or P.O.box}!5a Street address (if different)(Do not enter a P.O.box.)1100 West Barnette Street,Suite 162 4b City,state,and ZIP code Fairbanks,Alaska 99701 5b City,state,and ZIP code Typeorprintclearly.6 County and state where principal business is located 7a Name of principd officer,general partner,grantor,owner,or trustor Tb SSN,ITIN,or EIN Type of entity (check only one box)O Sole proprietor (SSN): 0 ParmershipOCorporation (enter form nunibe to be filed)> (1)Estate (SSN of decedent) (Pian administrator (SSN) (J Thist (SSN of grantor) :ia Personal service corp.CJ Church or church-controlled organization(1)Other nonprofit organization (specify)> 0 National Guard (CO Statefocal goverment 1 Farmers'cooperative [1]Federal governmentinifitay C)REmic D.indan tba goverrments/enterpises: Y]Other (specify)>Rural Energy Construction Grant Group Exemption Number (GEN)> 8b "if 8 corporation,name the state or foreign country |State(f applicable)'where incorporated Foreign county Reason for applying (check only one box) (}Started new business (specify type)>.(J Banking purpase (specify purpose)> 0 Changed type of organization (specify new type)> (1)Purchased going business0Hiredemployees(Check the box and see line 12.)C}Created a trust (specify type)> Compliance with IRS withholding regulations .[CJ Created a pension plan (specify type)>(1 Other (specify > 10 Date business started or acquired (month,day,year)-41 Closing month of accounting year 12 First date wages or annulties were paid or will be paid (month,day,year}.Note:if applicant iis a withholding agent,enter date income willfirstbepaidtononresidentalien.(month,day,year).e oe ee 13 Highest number of employees expected in the next 12 months.Note:If the applicant"does notexpecttohaveanyemployeesduringtheperiod,enter "-0-."..ceeeeee Agricultural -Household Other 14 Check one box that best describes the principalactivity of your business TD)Hath care &scciatasdstaice (]Whoksde-agentorc&er[A Connection []Rentd &leaing ()Transpotatbn&warchousng []Accanmocaticn &foodsenice [J whdessle-ohe (7)RetalC)Realestte [Monifcuing (©)Frnarce&insuarce C)othe (speaty 15 "Bulkprincipal line of Le Penaise sold;specific construction work done;Products produced;or services provided.Fuel Ta:arm 16a Has the applicant ever applied for an employer identification number for this or any other business?.Note:/f "Yes,please complete lines 16b and 16c. .CD Yes Mi No 16b if you checked "Yes”onfine 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.Previous EINApproximatedatewhenfiled(mo.,day,year)'City and state©where filed Crp ac yy wo ara aed ail eee ans EN an wo Gio ae pnThirdDesignee's name . Party Stefant Dalrymple/Richards,Johnson &'Granberry CPA P.C.Designe's tdephore nunbe (irduce ares ocd) (907 )452-4156 Designee {Address and ZIP code1100WestBarnette St.,Ste.102,Falrbanks,AK 99701 Under penaltiesofpeqjury,!declare that |have exarined this apptcation,and to the best of my knowledgeand belief,ic is tue,correct,and complete.Name and Ste (ype oF pent leary)>,Shy t Srheagy2,fiL esitint Designee''s fax number fnduds area code) (907 )456-2290 ( VeAppicart'stdeptone number (irchice aren cog _) Signature >born.vA SoeLL”Lidpow ual Gow.Applicants fax number §ncude area code) _-,) For Privacy Act and Paperwork Reduction Notice,see separate insthdctions.Cat.No.16055N Form SS-4 (Rev.12-2001) Pace 2FormSS- 4 (Rev.12-2001) Do I 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 lines 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.,youincorporate¢a sole proprietorship or form apartnership)' Complete lines 1-16c (as applicable).. Purchased a goingbusiness*Does not already have an EIN Complete lines 1-16c {as applicable). Created a trust The trust,is other than a grantor trust or anIRAtrust®Complete lines 1-16c (as applicable).© Created a pension plan asaplanadministrator Needs an EIN for reporting purpases Complete lines 1,2,4a-6,8a,9,and 16a-c. Is a foreign person needinganEINtocomplywithIRS_withholding regulations Needs an EIN to complete a Form W-8 (otherthanFormW-8EC)),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. ' Is a state or local agency Serves as a tax reporting agent for publicassistancerecipientsunderRev.Proc.80-4,1980-1 C.B.581' Complete lines 1,2,4a-5b,8a,9,and 16a-c. is a single-member LLC . Needs an EIN to file Form 8832,Classification Election,for filing employment tax returns,or for state reporting purpose 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,@ sole proprietorship or self-employed farmer who establishes a qualified retirement plan,or is required to file excise,employment,alcohol,tobacco,or firearms returns,must have an EIN.A partnership,corporation,REMIC (real estate mortgage investment conduit),nonprofit organization.(church,club,etc.),or farmers'cooperative must use an EIN for any tax-related purpose even if the entity does not have employees..?However,do not apply for a new EIN if the existing entity only (a)changed its business name,(b)elected on Form 8832 to change the way it is taxed (or iscoveredbythedefaultrules},or (c)terminated its partnership status because at lest 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)(iif)) *Do not use the EIN of the prior business unless you became the "owner”of a corporation by acquiring its stock. "However,IRA trusts that are required to file Form 990-T,Exempt Organization Business Income Tax Return,must have an EIN. A plan administrator is the persori 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 evén if they already have an EIN,See Rev.Proc.2000-12. 7 See also Household employer on page 4.(Note:State or focal agencies may need an EIN for other reasons,e.g.,hired employees.) *Most LLCs do not need to file Form 8832.See Limited liability company (LLC)on page 4 for details on completing Form SS-4 for an LLC. *An existing corporation that is electing or revoking S corporation status should use its previously-assigned EIN. @ Whitestone Bulk Fuel Upgrade Project Grant Agreement Number 2195201 Page 18 of 18 Appendix 5 EIN POWER OF ATTORNEY AEA:Rev.11/03 H:Mjudd/Grants/2004/2004Q1/Whitestone -2195201.doc rorm LO4O Power of Attorney OMB No.1545-0150 .-For IRS Use O(Rev.January 2002)and Declaration of Representative seineDeparonentoftheTreasury. . ternal Revenoe Service »See the separate instructions.Name :TelephoneGaalPowerofAttorney(Type or print.)runct 1__Taxpayer information.Taxpayer(s)must sign and date this form on page 2,line 9.Date fl Taxpayer name(s)and address Social security number(s)|Employer identification .::number Whitestone Community Association *:oe P.O.Box 1229 re oe ao. Delta Junction,AK 99737 ,Daytime telephone number |Plan number (if applicable)() hereby appoint(s)the following representative(s)as attorney(s)-in-fact: 2__Representative(s)must sign and date this form on page 2,Part ll.. Name and address CAF No.22.--...----'8005-72238R.'Arlene Koenig Telephone No.........307/452-41561100WestBarnetteSt.,Ste.102 -Fax No,.....2......207/452-3156 os.Fairbanks,Alaska $9701 Check if new:Address []°Telephone No.(9 Name and address CAF No._._B8006-01437R doce Debra Gross Telephone No.........907/452-41564100WestBarnetteSt.,Ste.102 Fax No...2.-....---207/452-3156Fairbanks,Alaska 99701 Check if new:Address [J Telephone No.[] Name and address.CAF No....cnecceceesenccecenceesceseee Stefani Dalrymple "Telephone No,.........907/452-41561100WestBarnetteSt.,Ste.102 Fax No.....907/452-3156, Fairbanks,Alaska 99701 Check if new:Address [J 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 Civil Penalty (See the instructions for line 3.)(1040,941,720,etc.)Period(s) Application for Employer Identification Number $ss4 2002,2003,2004,2005,2006 Employer's Quarterly Federal Tax Return 941 2002,2003,2004,2005,2006 Employer's Annual Federal Uneniployment 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 recordedonCAF,check this box.Seé the instructions for Line 4.Specific uses notrecordedon CAF.........=.O Acts authorized,The representatives are authorized to receive and inspect confidential tax information and to perform anyandallactsthat|(we)can perform with respect to the tax matters described on line 3,for example,the authority to sign anyagreements,Consents,or other documents.The authority does not include the power to receive refund checks (see line 6below),the power to substitute another representative,the authority to execute a request for a tax return,or a Consent todisclosetaxinformationunlessspecificallyaddedbelow,or the power to sign certain returns.See the instructions for Line 5 §.Acts authorized.. List any specific additions or deletions to the acts otherwise authorized in this power of attorney:............---t---seseeeeeeee , woe ween PO eee ee eee ean OO ew Oe OSE OOOH OES E OTE C SRS REN EO OS ER OR MERU ELSE HES Rw RETESET SEES EEE E EEE EE ae 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 information.. 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 narne 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.11980)Form 2848 (Rev.1-2002). Form 2848 (Rev.1-2002)'Page 2 7 Notices and communications.Original notices and other written communications will be sent to you and a copy to the first representative listed on line 2 unless you check one or more of the boxes below. a lf 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 8 4)b If you also want the second representative listed to receive aa Copy of such notices and communications,'check this box. O c_If you do not want any notices or communications sent to your representative(s),check this box ee 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 by this document.If you do not want to revoke a prior power of attorney,check here........FOYOUMUSTATTACHACOPYOFANYPOWEROFATTORNEYYOUWANTTOREMAININEFFECT. 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. ate Title (if applicable) Print Name oo Signature ee |"Date Title (F applicable) a =PrintName SSCS GER)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: ©|am not currently under suspension or disbarment from practice before the Internal Revenue Service; ©|am aware of regulations contained in Treasury Department Circular No.230 (31 CFR,Part 10),as amended,concerning the practice of attorneys,certified public accountants,enrolled agents,enrolled actuaries,and others; @ |am authorized to represent the taxpayer(s)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 (theauthoritytopracticebeforetheServiceislimitedbysection10.3(d)(1)of Treasury Department Circular No.230). h Unervolled Return Preparer--an unenrolled return preparer under section 10.7(c)(1)(vil)of Treasury Department Circular No.230.>IF THIS DECLARATION OF REPRESENTATIVE IS NOT SIGNED AND DATED,THE POWER OF ATTORNEY WILL BE RETURNED.anoanaDesignation-tnsert }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. A,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. Whitestone Community Association R&R Fund Account -Sample Documents 1 5.Bank's current fee schedule for its services hereunder is attachment B hereto.Bank's set-up fee and first year's annual fee have been paid to bank as of the date of acceptance of this account by bank specified below. Future annual fees shall be due and payable by depositor to bank on the same day each consecutive year of the term hereof.An annual fee is due and earned when an account year begins.The first account year begins on the effective date hereof.Any fee due and payable to bank hereunder may be charged against the above account when due.Bank may amend Exhibit B hereto from time to time on thirty days prior written notice to depositor. 6.On the last calendar day of each month of the term hereof,bank shall furnish to depositor and Denali Commission a written statement of the above account specifying the account balance,and any payment(s) received and interest earned credited to the account,as well as all disbursements of credit to the account to the order of depositor and fees charged to the account by bank,since the last statement date.Until further instructed in writing Statements shall be furnished to depositor and Denali Commission by mailing the same in a first class postage prepaid envelope addressed as follows: To Depositor:To Denali Commission Depositor must examine its statement of account with "reasonable promptness.”If depositor discovers (or reasonably should have discovered)any unauthorized signatures or alterations,depositor must promptly notify bank of the Televant facts.As between depositor and bank,if depositor fails to do elther of these duties,depositor will either share the loss with bank,or bear the loss entirely itself (depending on whether bank used ordinary care and,if not, whether bank substantially contributed to the loss).The loss could be not only with respect to items on the statement but other items with unauthorized signatures or alterations by the same wrongdoer.Depositor agrees that the time it has to examine its statement and report to bank will depend on the circumstances,but will not,in any circumstance exceed a total of 30 days from when the statement is first sent or made available to depositor.Depositor further agrees that if depositor fails to report any unauthorized signatures,alterations,forgeries or any other errors in its account within 30 days of when bank first sends or makes the statement available,depositor cannot assert a claim against bank on any items in that statement,and as between depositor and bank the loss will be entirely depositor's. 7.Bank's duties are determined from these instructions alone and without reference to other agreements,including,without limitation,any agreement between depositor and Denali Commission,and no covenant or obligation shall be implied against bank in connection with this agreement. 8.The effective date hereof is the date of acceptance of the account as specified by bank below. Money received by bank prior to acceptance Is deemed to be received on the date of acceptance. 9.Bank may assign its duties hereunder (and thereby be released from its duties)to any corporation regularly engaged in the business of providing,in Alaska,the service bank is required to provide hereunder. 10.Bank may terminate the above account upon 30 days written notice to depositor and Denali Commission.After such termination bank will pay any account balance to the order of depositor. 11.Bank is deemed to have notice only when notice is actually received at its Escrow Department office, which does not include any branch office of bank. 12.A claim against bank is unenforceable unless an action is commenced within 90 days after termination of this agreement. 13.Bank shall not be liable for any costs,expenses,damages,liabilities or claims including attorneys' and Accountants'fees (collectively,"Losses”)incurred by or asserted against depositor except those Losses 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. Whitestone Community Association 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 elther 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 elther 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 Judictal 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,suck immunity. Whitestone Community Association 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: Whitestone Community Association R&R Fund Account -Sample Documents 4 Wells Fargo Renewal and Replacement Account Escrow Managed "Regular Savings”Account Agreement ,2004 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.On or before ,2004,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 Whitestone Community Association 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 (Owner) Date By: Its: Taxpayer ID # Address: Whitestone Community Association R&R Fund Account -Sample Documents 6 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 $F of$Maturity Date oOo Monthly o Quarterty oOo Sem-Annually 6 Annually First payment due:Interest start date at Payments made in excess of the regular scheduled amount a will O_swill not satisfy future payments due. Excess funds im]will Qa 'will not be applied to prior Interest based on a 360 days a 365 days. Attached:OC sExhibit A Special Payment Provisions O Exhibit B Multiple Disbursements Os Exhibit C Partial Releases O Exhibit D Reserves Additional instructions: You are authorized to charge my WF Account #O forthe scheduled escrow payments,OC _sbatloon payments. Payer Signature Remit payments to payee: Address Or Credit Payments to:a Cashier's Check a E.F.T.(Enclose voided check) a Checking Os Savings:WF Acct.No.fi)fees paid by payee per payment transaction) Upon execution of this agreement the parties herein agree to pay feesin accordance with the curvent fee schedule,fees are collected per paymenttransaction.Set up fee:OC paid Cl scollect from first payment.Fees Paid by:DO Payee O Payer O sDivide Equaily (Fees Subject to Change Wehout Notice)O We request late payment monitoring (additional fee) Untess otherwise instructed,atl service charges and fees will be changed to Payee. WF is hereby to deliver,by reg!mail orp 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 otheraddressasanyoneoftheundersignedPayeesshalldesignateinwritinguponPayee'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 furnishes WF evidence that Payer has received at least 20 days'written notice of Payee's intent to terminate,delivered by fegistered 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 to each of us.Upon receipt by the Bank of the final payment,the Bank will deem the contract satisfied and the and/or will be to the Payer.Under penalty 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 Oate PLEASE PRINT NAME SOCIAL SECURITY NO.OR EMPLOYEE I.D.NO.PLEASE PRINT NAME SOCIAL SECURITY NO.OR EMPLOYEE L.D.NO. PAYEE (SELLER)SIGNATURE PAYER (BUYER)SIGNATURE ADDRESS ADDRESS PLEASE PRINT NAME SOCIAL SECURITY NO.OR EMPLOYEE I.D.NO.PLEASE PRINT NAME SOCIAL SECURITY NO.OR EMPLOYEE LD.NO. PAYEE (SELLER)SIGNATURE PAYER (BUYER)SIGNATURE ADDRESS ADDRESS Received above Kem(s)subject to conditions herein mentioned. Wells Fargo Bank Alaska. By PLEASE COMPLETE THIS AREA TO INSURE CORRECT ROUTING Whitestone Community Association R&R Fund Account -Sample Documents 7 WELLS FARGO BANK ALASKA ESCROW AGREEMENT Terms and Conditions Payments.Payer shail 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 be responsible for determining the sufficiency of any such payment unless otherwise agreed in writing by WF.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 check received by WF is dishonored upon presentment for any reason,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 returned 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 return 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 shall 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 Judiciat District,Anchorage,Alaska,and upon so doing to be absolved from all further obligations or liability hereunder.Payee and Payer jointly and severally agree to pay to WF all costs and expenses incurred by WF,including actual attorney's fees,in any interpleader action. Limitation of WF's Responsibility.WF shall be responsible only for the exercise of ordinary care in performing the duties set forth in this Agreement.WF shall be relieved from any further or additional liability beyond the performance of the duties expressly set forth herein.The parties hereto jointly and severally agree to defend,indemnify,and hold WF,its officers,employees,shareholders,attorneys,directors,agents and representatives harmless from and against,and to pay on demand all claims,costs,damages, judgments,attorney's fees,expenses,obligations and liabilities of every kind and nature suffered or incurred in connection with this Agreement except any liability founded upon WF's failure to exercise ordinary care in performing the duties contained herein.Payee and Payer agree that WF will not be responsible for any of the following. (a)To notify any party of nonpayment or declaration of default,condemnation or the condition of any property; (b)To construe,enforce or determine the performance or nonperformance of any terms of the documents underlying the transaction, (c)To determine if any agreement or document is in compliance with local,state,or federal laws and regulations; (d)To determine the authenticity,validity,enforceability or sufficiency of any document deposited,or for the accuracy of description of any such document,the description having been furnished by the parties; (e)To give notice of any change of ownership or to enforce any due-on-sale or similar provisions,(f)To determine if any payment schedule will amortize any obligation;(g)|To determine the sufficiency or verification of the account balances on any other previously or subsequently-recorded encumbrance or security interest against theproperty,including security interests which this collection agreement may,in whole or in part,satisfy;further,WF does not assume any responsibility for determining if any payments being made by this escrow to satisfy,in whole or in part,any other obligation will,in fact,amortize the obligation receiving the payments hereunder at or before the satisfaction of this escrow, (h)To pay or notify any party regarding recording of documents,perfection of security interests,or nonpayment of insurance premiums,taxes or other assessments or encumbrances; {i}To assess,bill,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 batances 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,shail 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 shall not be responsible for determining the existence of any such conflict or omission. Authority to Release information.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 liabilities under or related to this Agreement. Notice.Any notice to WF required or permitted hereunder shall be sent certified or registered mail to Wells Fargo Bank Alaska Escrow Service Department,P.O.Box 100600,Anchorage,Alaska 99510-0600,or such other address as may be designated by WF.Notice shall be effective only when received in the Escrow Service Department. General.This Agreement may be modified or amended only by written instructions accepted by WF and payment of the applicable fee.This Agreement is intended for the solebenefitofthepartieshereto,and shall not be construed to create any rights in third parties.This Agreement shall be governed and interpreted in accordance with the laws oftheStateofAlaska,and any litigation arising out of or relating to this Agreement to which WF is a party shall be commenced and maintained only in the appropriate court of the Alaska State Court System,Third Judicial District,at Anchorage. Whitestone Community Association 8 R&R Fund Account -Sample Documents ATTACHMENT A Resolution for Disbursement of Renewal and Replacement Funds for Energy Facility An Identical Resolution to This Must be Passed and Signed by the Community To Withdraw Funds from The R&R Account Community of Resolution No. WHEREAS,the Community of has established an escrow managed interest bearing renewal and replacement account with the financial institution of for the purpose of renewal and replacement expenditures related to the facility,which was partially or fully funded by the Denali Commission, and WHEREAS,pursuant to the communities approved business plan for facility the community has agreed that funds deposited into this renewal and replacement account will only be used for the renewal and replacement of facility,and WHEREAS,eligible withdrawal of funds from this account must be for the labor,transportation,equipment rental, professional services,materials,equipment and other costs for the replacement and repair of assets essential to the on-going sustainability of the facility.For energy facilities this is including but not limited to:Access Roads,Buildings,Poles,Transformers,Generators,Radiators,Electrical Systems,Wires,Meter Systems,Pumps,Fencing,Fuel Storage Tanks,Fuel Distribution Systems,Walkways,Access Roads Dispensers, Fill Stations,Tank Liners,Fencing,Pad,Valves,Pipelines,Piling,Decks,Manwalks,Headers,Ground Maintenance and Containment Systems THEREFORE,the Community of hereby attests that the funds being requested from the escrow managed interest bearing renewal and replacement account with the financial institution of is for renewal and replacement expenses related to the facility as outlined above and is not being used for any other purpose,and THEREFORE,the Community of requests the total sum of $for the following detailed expenses Signed by two people representing the community, Whitestone Community Association 9 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) Whitestone Community Association 10 R&R Fund Account -Sample Documents 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 Whitestone Community Association 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 expenses that are incurred on an annual basis.O&M expenses are detailed in Table C:Annual O¢@7M 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.Table E:40 Year R¢*R Schedule details the anticipateditems,the frequency of their replacementandtheirpresentdayvalue. 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 orgoverningbody.See AppendixA:Statement ofQualification for an overview of the Primary Operator's fiscal controls and accounting procedures. At least once a year,no later than November 30,the Primary Operator will develop a budget for the upcoming fiscal year,January 1 through December 31,for both O&M and R&R. Operations and Maintenance Guidelines The Primary Operator will establish an active non-interest bearing account for the Facility O&M so that the O&M schedule can be completed and the Facility operations can be sustained into the future.Section IX: Financial Information provides Table C:Annual O@*M Schedule as a guide to plan for annual maintenance activities and Tab D:40 Year O¢*M Cashflow as a guide to estimated yearly O&M required contributions. These costs are based upon the O&M cost estimate provided by CRW Engineering Group,LLC,see Appendix B:O&@7M and R&R Cost Estimate. Renewal and Replacement Guidelines The Primary Operator will establish an interest bearing escrow managed renewal and replacement account acceptable to the Denali Commission,which will ensure capitalization of an amount sufficient to maintain theR&R Schedule (see Re*R Fund Account-Sample Documents for "How to Establish a RC*R Account”).Section IX:Financial Information provides Table E:40 Year RC*R Schedule as a guide to plan for annual R&R activities and Table F:40 Year R¢*R Cashflow as a guide to estimated yearly R&R required contributions.These costs are based upon the R&R cost estimate provided by CRW Engineering Group,LLC,see Appendix B:O&M and RR Cost Estimate. Whitestone Community Association 12 R&R Fund Account -Sample Documents The Primary Operator will periodically remit R&R funds to the administrator of its R&R escrow account according to guidelines to be established by the Denali Commission.Management and other fees charged by the escrow fund administrator will be automatically deducted from the Primary Operator's R&R escrow account,according to an Escrow Agreement or other similar document. The Primary Operator will use the estimates in this Plan for year one contributions,and in subsequent years will recalculate contributions based upon assets to be maintained as actually built. Whitestone Community Association 13 R&R Fund Account -Sample Documents 40 YEAR RENEWAL AND REPLACEMENT CASHFLOW ATTACHMENT D Association Inflation Rate:Initial Cost per gallon ($/gallon):[Reinvestment Rate :Annual increase :|- Escrow Fees:[-Assocation 20 Year R&R: f Association _Initial Throughput (gallons):F::NA 20 Year Loan Proceeds:['!NA __Initial Throughput (gallons):Initial Cost per gallon ($/gallon):fF Loan Rate:f-NA__Initial Throughput (gallons):}-:Annual increase : Loan Term:[-NA Initial Cost per gallon ($/gallon):|; Annual increase :| R &R Fund Balance Assumed Throughput (Gallons)Per Gallon Payment of Annual Deposit .Interest End ofYeara..Pancipal Debt Service Renewals/Earnings (Net Year Association NA NA Association NA NABalanceAssociationNANATotalReceivedReplacements|o¢Fees)Balance 1 §-$11,655 |$$$11,655 $-1$-|5 11,655 111,000 --Ed$§0.105 |$$ 254$11,655 |$12,060 |$$$12,060 $-|$350|$24,065 113,162 :-$0.107 |$$ 3 $ --24,065/$ -12,480 |$$$12,480 $-|$722($37,266 F 115,366 :-FAs 0.108 |$$ 4 $37,266 |$12,914 |$$§12,914 $-|$§1,118 1 $51,298 117,615 --FaA$0.110 |§$$ 5 $51,298 |$13,363 |$$$13,363 $2,760 |$1,456 {|$63,358 119,909 >-Las 0.111 |§$$ 6 §63,358 |$13,828 |$$$13,828 $-|$1,901]$79,086 122,248 --E4§0.113 |§§ 744s 79,086 |$14,309 |§$$14,309 $-|$2,373 [$95,769 124,635 --RAS 0.115 |§§ 8 $95,769 |§$14,808 |$$$14,808 $-|$1,915]$112,492 127,069 --$0.117 |§$ 9 $112,492 1$§15,324 |$$§15,324 $-[$§2,250 |$130,065 129,551 --EUS$0.118 |$$ 10 $130,065 |$15,857 |$$$15,857 $21,139 |§2,179 |$126,961 132,084 --F4$0.120 |$$ 11 $126,961 1§16,103 |$$$16,103 $2,539 |$145,604 132,150 ::$0.122 |$$ 12 $145,604]§16353 |$§$16,353 $-|$2,912 |$164,869 132,216 -:$0.124 |$$ 13.$164,869 |§16,607 |$$$16,607 $-|5 3,297 |$184,773 132,282 -:§0.126 |§$$ 14 $184,773 1$16,864 |$$$16,864 $-|$3,695 |$205,333 132,348 --EVS$0.127 |$$ 15 $205,333 |$17,126 |§$$17,126 $3,203 |$4,043 [|$223,299 132,414 -:$0.129 |§$$ 16 $ 223,299/$17,391 |$$$17,391 $-|$4,466|$245,156 F 132,480 - EqS$0.131 |§$$ 17 $245,156 |$17,661 |$$$17,661 $-1$4,903 [$267,720 §132,547 -:$0.133 |§$ 18 $267,720 1 $17,935 |$$$17,935 $-{$5,354}$291,009 132,613 :-bAS 0.135 |$$ 19 $291,009 |$18,213 |§$§18,213 $-|$5,820]$315,042 132,679 :-fd$s 0.137 |$$ 20 $315,042 |§$18,495 |§$$$18,495 $46,812 |§5,365]$292,090 132,745 --ba$0.139 |$$ 21 $292,090 |$18,782 |$$$18,782 $-$-|s 5,842]$316,714 132,812 -:$0.141 |$$ 22 $316,714 $19,073 |$$$19,073 $:$-|$6,334 ]$342,122 132,878 --FaA$0.1441 $$ 23 $342,122 |$19,369 |$$$19,369 $:$-|$6,842]$368,334 132,945 --$0.146 |§$$ 24 $3683341 $19,670 |$$$19,670 §:$-|§7,367 |$395,370 133,011 --FAs 0.148 |§$ 25 $395,370]$19,975 |$$$19,975 $:$3,717 |$7,833 |$419,461 133,078 --$0.150 |§$ 26 $419,461 |§20,284 |§$$$20,284 $:$-/$8,389 |$448,134 133,144 --FA$0.152 |§$ 27 $448,134 |§20,599 |$$$20,599 $-$-|$8,963 |$477,696 F 133,211 --F§0.155 |§§ 28 £43 477,696 |$20,918 |$$$20,918 $-$-{$9,5541$508,168 133,277 ::$0.157 |$$ 29 F4$508,168 |$21,243 |$$$21,243 $:$-|$10,163}$539,575 133,344 :-$0.159 |$$ 30 $539,575 $21,572 |$$$21,572 §-$45,761 |$9,876 1$525,262 133,411 -:$0.162 [$$ B31 F 9S 525,262]§21,907 |$$$21,907 $-{§10,505 |$557,674 PB 133,477 -:$0.164 |$$ 32 $557,674]§$22,246 |$$$22,246 $-|$11,153]$591,074 133,544 --BAS 0.167 |$$ 33 $591,074 |§22,591 |$$$22,591 $-|$11,821 |$625,487 133,611 --$0.169 1 §$ 34 $625,487 |§$22,942 |$$$22,942 $-|$12,510 |$660,938 133,678 --$0.172 |§$ 35 $660,938 |$23,298 |$$$23,298 $4313 |§13,133 |$693,055 133,745 --fa$0.1741 §$ 36 $693,055 |$23,659 |§$$$23,659 $-|$13,861 |$730,575 133,811 --FAS 0.1771 $$ 37 FAS 730,575 1 $24,026 |$$$24,026 $-|$14,612 |$769,212 133,878 :-fd$0.179 1 §$ 38 $769,212 |$24,398 |$$$24,398 §-|$15,384]$808,995 133,945 --ELS$0.182 |$$ 39 $9$808,995 1 $24,777 |$$$24,777 $-|$16,180]$849,952 134,012 --FAs 0.185 |$$ 40 F4$849,952 |$25,161 |$$$25,161 $838,806]$-|[$36,307 134,079 --EY$0.188 |$$ Whitestone Community Association Bulk Fuel Facility Business Operating Plan Sample R&R Documents 14 oN-NNNNNINNNTN