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AK Intertie agreement amend 1991
AMENDMENT NO.1 TO THE ALASKA INTERTIE AGREEMENT ARTICLE 17 -INSURANCE AND LIABILITY This Amendment No.1 is made this 29th day of March{991,by the Participants,ALASKA POWER AUTHORITY,now the AlaskaEnergyAuthority,a public corporation of the State of Alaska ("AEA");the MUNICIPALITY OF ANCHORAGE,ALASKA d/b/a MUNICIPAL LIGHT &POWER ("AML&P");CHUGACH ELECTRIC ASSOCIATION,INC. ("Chugach");THE CITY OF FAIRBANKS,ALASKA,MUNICIPAL UTILITIES SYSTEM ("FMUS”);GOLDEN VALLEY ELECTRIC ASSOCIATION,INC. ("GVEA");and ALASKA ELECTRIC GENERATION AND TRANSMISSION COOPERATIVE,INC.("AEG&T"),signatories to the Alaska Intertie Agreement,dated December 23,1985,hereinafter referred to as "Agreement."The signatory parties are hereinafter referred to as "Participants." WITNESSETH WHEREAS THE MUNICIPALITY OF ANCHORAGE,ALASKA,d/b/a MUNICIPAL LIGHT &POWER;CHUGACH ELECTRIC ASSOCIATION,INC.;THE CITY OF FAIRBANKS,ALASKA,MUNICIPAL UTILITIES SYSTEM;GOLDEN VALLEY ELECTRIC ASSOCIATION,INC.;and ALASKA ELECTRIC GENERATION AND TRANSMISSION COOPERATIVE,INC.,are all Utility Participants and signatories to the Alaska Intertie Agreement;and WHEREAS the AEA is a Participant and signatory to the Alaska|Intertie Agreement;and WHEREAS the signatories to the Alaska Intertie Agreement desiretohaveArticle17amended; NOW THEREFORE,the Participants agree as follows: ARTICLE 17 Insurance and Liability Section 17.1 Insurance During the term of this Agreement,each Participant shall purchase and maintain insurance with a carrier or carriers satisfactory to the Operating Committee and the AEA covering injury to persons or property suffered by any Participant or a third party,as a result of errors,omissions,or operations which arise both out of and during the course of this contract by the Participant or by any of its subcontractors.The coverage shall also provide protection against injuries to all employees of the Utility Participant and the employees of any of its subcontractors engaged in work under this Agreement. If approved by the Operating Committee and the AEA, _AML&P,FMUS and the AEA may qualify for certain levelsofself-insurance.Any such undertaking to self-insure will be furnished to the Operating Committee and theAEAbeforebeginningoperationsunderthis.Agreement.* As an additional alternative,group policies shall be acceptable under Section 17.2 of this Agreement if such policies meet the expressed coverage requirementsindividuallyandcollectivelyforthesignatories ofthisAgreement.Any other alternative allowed under Sections 17.2 must provide identical or better limits of coverages required for each of the exposures,as specified in that Section 17.2. Section 17.2 Types of Insurance 17.2.1 The following insurance must be provided by each Participant to cover those operations of the Participants performed under this Agreement: Worker's Compensation Insurance:Each Participant shall provide and maintain,for all employees of the Participant engaged in work under this Agreement, Worker's Compensation Insurance as required by AS 23.30.045.Statutory worker's compensation coverage may be provided through purchase of insurance,self- insurance (in the case of AML&P,FMUS and the AEA only) ox a combination of both.A self-insurance program must provide a high level of statutory excess over the self-insured level. Each Participant shall require Worker's Compensation Insurance for any of its subcontractors who directly or indirectly provide services under this Agreement.Eachinsurancepolicymustinclude: (a).Statutory coverage for states in which employees are engaging in work; (b)Employer's Liability Protection of not less than $500,000 per occurrence; 2 Where in this Article 17 the AEA is entitled to self- insurance and there are requirements for approval by theOperatingCommitteeandAEAforsuchself--insurance,the AEAshallnotparticipateinsuchapproval. -2- (c)Broad Form All States Endorsement; (d)Coverage as required by all State and Federal Acts where applicable; The Worker's Compensation Insurance policy shall 'contain a waiver of subrogation in favor of the otherParticipants.Any Participant who is self-insured>hereby waives subrogation in favor of the other Participants. AML&P,FMUS and the AEA may self-insure for Worker's Compensation Insurance up to the maximum filed and approved with the State Department of Labor. A copy of the insurance policies and/or descriptions of self-insurance program will be furnished to the Operating Committee and the AEA on February 1 of each year. 17.2.2 Comprehensive General Liability Insurance:Each Participant shall purchase and maintain comprehensive general liability insurance subject to the following limits of liability: (a)Bodily Injury and Property Damage Liability of a minimum of $5,000,000 Combined Single Limits each occurrence and affording insurance for Premises- Operations,Owners'and Contractors'Protective, Independent Contractors,Products/Completed Operations,Blanket Contractual Liability,Broad Form Property Damage,and Personal InjuryLiability. (b)Automobile Liability Insurance covering all vehicles.Such insurance shall provide coverage of not less than $5,000,000 Combined Single LimiteachoccurrenceforBodilyInjuryandPropertyDamageLiability. (Cc)Owned Aircraft (if applicable)and Non-Owned Aircraft with seating capacity of five seats or less,except commercial,scheduled flights,with limits of liability not less than:$5,000,000 - Bodily Injury per occurrence;$1,000,000 for Passenger Liability per seat;and $5,000,000 for Property Damage Liability per occurrence. Coverage must include Slung Cargo exposures.If an aircraft with more than five-seat capacity is used,special coverage and limits must be obtained and approved by the Operating Committee. (d)Owned Watercraft (if applicable)and Non-Owned Watercraft (if applicable)with limits of liability not less than $5,000,000 per single occurrence as provided in the "In Rem Endorsement” under "Maritime Coverage B." If approved by Operating Committee and the AEA,AML&P, FMUS and the AEA may self-insure any or all of the required coverages in (a),(b),(¢c),and (d)above. Participants intending to pursue this alternative coverage must provide proof of solvency to be approved annually by the Operating Committee and the AEA.The Operating Committee and the AEA shall establish the guidelines to insure such solvency.Members who have in place approved alternative coverage shall notify the Operating Committee and the AEA on semi-annual basis of any fluctuation(s)that may reduce or limit their solvency as originally approved by the Operating Committee and the AEA. The other Participants shall be included as additional insured as respects insurance required in this Section 17.2.2 of Article 17 and shall not by their inclusion be responsible to the Insurance carrier for payment of premium therefor.These insurance policies must also contain a cross liability or severability of interest endorsement. Section 17.3 Other Insurance Coverage Requirements 17.3.1 Each Participant will bear the cost of the required insurance.Insurance required to be maintained under this Article 17 may be maintained as part of any other policy or policies of the Participant so long as the coverage of such policy or policies is substantially the same as if such coverage were maintained under a separate policy. 17.3.2 These policies must provide that any cancellation, non-renewal or material change be upon 30 days'notice to all named insured.Each Participant must provide the Operating Committee and the AEA with evidence of insurance.Insurance companies,or self-insurers,shown on the certificate of insurance must have financial ratings acceptable to the AEA. Failure to furnish satisfactory evidence of insurance or lapse of the policy is a material breach of this Agreement. IN WITNESS WHEREOF,the Participants have executed this Amendment No.1 to the Alaska Intertie Agreement in several counterparts by their authorized officers or representatives as of the day and year first above written. Approved as to form:;wis AUTHORITYCOprtpndEb»2 725 -7/By:L,thaOffice'of the Attorney General -L .wP Pe LS=Title ° SUBGCRIBED 'AND SWORN TO before me this aul day of Jebnuarey199@.d td Notary Publ My Commissi ,State of Alaska Expires:Oct 12,1993 MUNICIPALITY OF ANCHORAGE,ALASKA d/b/a MUNICIPAL LIGHT &POWER y..[-By:Ltetl 4.Feeéc MendyinTitle/ tt AND SWORN TO before me this Aus day of ean '1999. om My Commission Expires:2-59g-¢2_ CHUGACH CTRIC ASSOCIATION, INC.. By; SUBSCRIBED AND SWORN TO before me this /Z-day of 74¥ewd4Y_,1996... Notary Public,State of Alaska My Commission Expires:s-/5-22 CHUGACH ELECTRIC ASSOCIATION, INC. ey:eee Va 22,0PrésidentoftheBoard SUBSCRIBED AND SWORN TO before me this /Zsx%day of Aeugey_,199%.DL |Notary Public,State of Alaska My Commission Expires:3 -/3-32 CHUGACH ELECTRIC ASSOCIATION, INC.Sf (fn aKZBy: Lee NF Fre SE Loe of the BoSUBSCRIBEDANDSWORNTObeforeme'this /¢r<day of ZAfweney'19 99.; 'Notary Public,State of AlaskaMyCommissionExpires:4 7-72 , CITY OF FAIRBANKS,ALASKA MUNICIPAL UTILITIES SYSTEM ity ama AND SWORN TO before me this 77%day of 7"?2%' 19990. Led 2¢¢p a Cf ",t¢Lobes ¢ Notary Public,State of Alaska My C ission Expires:">...by foros GOLDEN VALLEY ELECTRIC ASSOCIATION,INC. By:Wilh.<GkMichbelP.K lyGeneralncger°a Do ,7 Title rhSUBSCRIBEDAND"SWORN TO before me this 17 day of Dyn sce br,'1990.oe . Notary Public,State 2f Alaska My Commission Expires: 4-77-72 ALASKA ELECTRIC GENERATION and TRANSMISSION COOPERATIVE,INC. By:(OP &hynev.Aten mn VEAP,Maann0 gitTitle SUBSCRIBED AND SWORN TO before me this Qf'"day ofereLh _,,1330}7 |.haeleck 9 Stat@of AlaskaMyCommissionExpires:/7-27-F2 -7-LGa\gma450.doc Eleni feng ALASKA INTERTIE AGREEMENT Among ALASKA POWER AUTHORITY MUNICIPALITY OF ANCHORAGE,ALASKA d.b.a.MUNICIPAL LIGHT AND POWER; CHUGACH ELECTRIC ASSOCIATION,INC.; CITY OF FAIRBANKS,ALASKA, MUNICIPAL UTILITIES SYSTEM;and GOLDEN VALLEY ELECTRIC ASSOCIATION,INC.; and ALASKA ELECTRIC GENERATION and TRANSMISSION COOPERATIVE,INC. TABLE OF CONTENTS Page Article l.Definitions 2 Article 2.Term and Effective Date 2 2.1 Effective Date 2 2.2 Termination 2 Article 3.General 3 3.1 Interconnected Operation 3 3.2 Utility Responsibility 7 3.3 Curtailment of Service 8 3.4 Other Agreements 8 Article 4.Utility Participant 8 Article 5.Associate Participant 9 5.1 Associate Participant 9 5.2 Associate Participant's Participation 9 Article 6.Addendum No.1 to the Agreement 10 6.1 Reserve Capacity Agreement Signatories 10 Article 7.Minimum Rights of the Utilities to Use the Intertie Facilities 10 7.1 Minimum Intertie Transfer Capability Rights (MITCR)10 7.2 Determination of the Minimum Intertie Transfer Capability Rights (MITCR)li 7.3 Intertie Transfer Capability 12 7.4 Modifications and Additions to the Intertie 12 7.5 Cantwell Tap 13 7.6 Susitna Construction Power 13 7.7 Bradley Lake Hydro Electric Generation Project 14 Article 8.Cost to Utility Participants for Intertie Transfer Capability Rights 14 8.1 Intertie Costs 14 8.2 Calculation of Unit Intertie Costs 15 8.3 Initial Calculation of Unit Intertie Costs 16 8.4 Allocation of Intertie Costs 16 Article 9. 9.1 9.2 9.3 9.4 9.5 Article 10. 10.1 10.2 10.3 10.4 10.5 10.6 Article ll 11.1 11.2 11.3 Article 12. 12.1 12.2 Article 13. 13.1 Article 14. 14.1 14.2 Article 15. 15.1 15.2 15.3 15.4 TABLE OF CONTENTS (Cont'd) Operating Committee Establishment of the Operating Committee Procedural Responsibilities of the Operating Committee Operating Committee Authority,Procedures and Appeal Procurement of Services Waiver of Payment or Right to Recourse Operation of the Intertie Responsibility for Operation of the Intertie Suspension of Work in Performance of Duties of the Intertie Budget for Operation of the Intertie Accounting and Records Audits Payment of Operators Scheduling of Power and Energy on the Intertie Scheduling Responsibility Power and Energy Schedules Intertie Schedule Limitations Maintenance of the Intertie Facilities Maintenance Responsibility Maintenance Budget and Costs Measurement of Electric Power and Energy Metering Transmission Losses Intertie Transmission and Transmission Service Intertie Transmission Loss Compensation Losses Transmission Service Transmission Service to Access the Intertie Provision for Adequate Transmission Service Facilities Compensation for Transmission Service Transmission Service Rates ii Article Article Article Article Article Article Article Article Article Article Article Article Article Addendum No.1 28.NrNeArticle A TABLE OF CONTENTS (Cont'd) Billing and Payments Billing Dispute of Billing Insurance and Liability Insurance Types of Insurance Other Insurance Coverage Requirements Indemnity Indemnity Comparative Negligence Warranty Denial and Exlusivity of Contract APA Denial of Warranty Exclusivity of Contract Uncontrollable Forces Waivers Successors and Assigns Successors and Assigns Third-Party Beneficiaries Governing Law Captions Notices Amendments Agreement Approvals and Transmittal Construction of Agreement Reserve Capacity Annual Accredited Capability Responsibility Lii 1-1 Article B B- B- B- B- Exhibit "A" Exhibit "B" Exhibit "c" Exhibit "D" TABLE OF CONTENTS (Cont'd) Responsibility for Operating Reserves Operating Reserve Total Operating Reserve Obligation Utility Participants Allocation of Operating Reserve Operating Reserve Calculation.i)NoNofhPoWHFAbbreviations and Definitions (Abbreviations:1-9) (Definitions:1-43) Illustration of Intertie Facilities Alaska Intertie Operating Agreement Transmission Service Rates APA Minimum Intertie Transfer Capability Rights Determination Example iv ALASKA INTERTIE AGREEMENT Among ALASKA POWER AUTHORITY; MUNICIPALITY OF ANCHORAGE,ALASKA, d.b.a.MUNICIPAL LIGHT AND POWER; CHUGACH ELECTRIC ASSOCIATION,INC.;CITY OF FAIRBANKS,ALASKA, MUNICIPAL UTILITIES SYSTEM; GOLDEN VALLEY ELECTRIC ASSOCIATION,INC.;ALASKA ELECTRIC GENERATION and TRANSMISSION COOPERATIVE,INC. This agreement (hereinafter "Agreement"),is made and enteredintothis33,/day of JDrem,45-__;,1985,between ALASKAPOWERAUTHORITY,public corporation of the State of Alaska("APA");THE MUNICIPALITY OF ANCHORAGE,ALASKA,d.b.a.MUNICIPAL LIGHT AND POWER,a municipal corporation ("AMLP'");CHUGACH ELECTRIC ASSOCIATION,INC.,a non-profit electric cooperativemembershipcorporationoftheStateofAlaska("CEA");THE CITY OF FAIRBANKS,ALASKA,MUNICIPAL UTILITIES SYSTEM,a municipalcorporation("FMUS");GOLDEN VALLEY ELECTRIC ASSOCIATION,INC.,a non-profit electric cooperative membership corporation of theStateofAlaska("GVEA'');and ALASKA ELECTRIC GENERATION and TRANSMISSION COOPERATIVE,INC.,("AEGTC'')of which Homer Electric Association,Inc.("HEA")and Matanuska Electric Association, Inc.("MEA")are members.These entities are sometimes hereinafter referred to individually as "Participant"orcollectivelyas"Participants".The Participants other than APA are sometimes referred to individually as "Utility Participant"or collectively as "Utility Participants." WITNESSETH WHEREAS,AMLP,CEA,FMUS,GVEA,and AEGTC each own and operateelectricutilityfacilities,or will in the future,and are each engaged in the business of providing electric Power and Energy tocustomers,and WHEREAS,APA is constructing the electrical transmission facilities to interconnect the Utility Participants inNorthcentralAlaskawiththeUtilityParticipantsinSouthcentralAlaska("Intertie”)and is willing to make these electrical transmission facilities available to the Utility Participants for electrical Power and Energy transactions to improve reliabilityandeconomicalPowerandEnergydeliveriestotheUtilityParticipants'customers under the Alaska Energy ProgramestablishedbyA.S.44.83.3800;and WHEREAS,the Utility Participants desire to improve their reliability and engage in transactions of electrical Power and -l- Energy with each other under individual contractual arrangementsbetweentheUtilityParticipantsusingtheIntertie;and WHEREAS,the Intertie will interconnect the electric utilitysystemssothattheywillbeoperatedinelectricalsynchronism; and WHEREAS,the Utility Participants desire to establish individualrightsforthetransfercapabilityoftheIntertieandamethod of determining costs for these rights;and WHEREAS,AMLP,CEA,FMUS,GVEA,and AEGTC have,in addition, entered into a separate agreement providing for Reserve CapacityandOperatingReserveResponsibilitywhichisincludedas Addendum No.1 to this Alaska Intertie Agreement,the purpose oftheAddendumbeingtoprovideaseparateagreementoftheUtilityParticipantswithrespecttoReserves; NOW,THEREFORE,IN CONSIDERATION of the mutual covenants in this Agreement,the Participants agree as follows: ARTICLE 1 Definitions Definitions are specified as Exhibit "A"attached hereto and incorporated herein by this reference.Exhibit "A'shall remain in effect during the term of this Agreement,but may be amended as agreed inwritingbyalltheParticipants. ARTICLE 2 Term and Effective Date Section 2.1 Effective Date This Agreement will become effective as of the date set forth above and will,unless otherwise terminated as provided for in this Agreement,continue in effect until terminated as provided for in Section 2.2 of this Article.No costs will be assessed against the Participants under this Agreement until the Intertie is in Commercial Operation.No Participant assumes any obligationbysigningthisAgreementuntilallnamed Participants have signed. Section 2.2 Termination 2.2.1 This Agreement may be terminated at any time by 2.2.2 2.2.3 Section 3.1 3.1.1 3.1.2 3.1.3 mutual consent of all Participants. Any Participant may terminate its participation inthisAgreementbygivingatleast48months advance written notice.APA may terminate this Agreement by giving at least 48 months advancewrittennoticewhenAPAdeterminessuchactionto be required to improve Power systems serving the Alaska Railbelt Utilities.Unless it is otherwise agreed any Participant which terminates itsparticipationwillcontinuetobeliableonlyfor Intertie-related costs due and payable before the date of its termination. Any Participant shall have the right to terminate its participation in this Agreement within 30calendardaysfollowingAPA's encumbrance of any debt obligation which is a cost recoverable by APA under Article 8 of this Agreement.APA shall notify all Participants in writing at least 90calendardaysinadvanceofanencumbranceofsuch debt obligation,including the amount and terms of the obligation.Each Participant shall notify APA in writing of its intention either to terminate or not to terminate its participation in this Agreement within 60 calendar days followingreceiptofsuchAPAnoticeofitsintentionto encumber a debt obligation. ARTICLE 3 General Interconnected Operation Participants shall cooperate and assist in atimelymannerintheenergization,testing andoperationoftheIntertiesoasnottoimpairordelaytheinterconnectedoperationoofthe Intertie. Participants shall operate their electrictransmissionsystemsinterconnectedand_shallcooperateinfurnishingorreceivingthroughthepoint(s)of interconnection of their systems suchquantitiesofelectricPowerandEnergyasmayfromtimetotimeberequiredbyagreementbetween the Participants in accordance with the terms and provisions of this Agreement. The systems of the Participants shall operateinterconnectedcontinuouslyundernormal 3.1.4 3.1.5 3.1.6 3.1.7 3.1.8 conditions and the Participants shall cooperate in keeping the frequency of the interconnectedsystemsoftheParticipantsat60Hzascloselyaspracticable,and in keeping the interchange ofPowerandEnergybetweenthesystemsofthe Participants as closely as practicable to thescheduledamounts.If synchronous operations of the Participants'systems are interrupted,the Participants shall cooperate to remove the cause of the interruption as soon as practicable andrestoretheirsystemstonormalinterconnected operating condition. Participants shall maintain standards establishedbytheOperatingCommitteeforthecontroloftimeerrorandshalltakeappropriatecorrectiveaction to reduce time error upon receipt of a time error correction notification.The Intertie Operator of the Southern Group has the responsibility to implement the time error correction procedures asdevelopedbytheOperatingCommitteeestablished under Article 9.In addition,the Intertie Operator of the Southern Group will coordinateeachtimecorrectiontoassurethatitwillstart and end at the same time and will be made at the same rate by all interconnected systems. The systems of the Participants shall normally beoperatedandmaintainedtominimize,in accordancewithPrudentUtilityPractices,the likelihood ofadisturbanceoriginatinginthesystemofoneParticipantcausingimpairmenttotheserviceofthesystemofanotherParticipantorofanyothersystemwithwhichanyParticipantis interconnected. Each Participant shall be responsible for thereactivevolt-ampere requirements of its system.Reactive volt-amperes may be interchanged between systems from time to time,subject to agreementbetweentheParticipants. Each Participant shall maintain voltage levels onitssystematanypointofinterconnectionasare deemed appropriate by the Operating Committee andarecompatiblewithinterconnectedoperationswith other systems. To the extent it can be controlled,no Participant shall impose any abnormal load upon the facilitiesofanotherParticipant.If emergency conditions arise on the system of one Participant which -h- 1.9 overload the facilities of another Participant, the Participant upon whose system the emergency arises shall take steps immediately to reduce the load on such overloaded facilities to their safe and proper capacity,even though this may requirethatParticipanttodropload. Unintentional interchange of Power and Energy between interconnected systems will occur because of the impossibility of continuously controlling generation exactly to equal the load.It isrecognizedthat,due to the manner in which thesystemsoftheParticipantsareinterconnectedormaybeinterconnectedwitheachotherandwithothersystems,a portion of the Power and Energyscheduledfordeliverybetweentwosuch interconnected systems may not flow directly from the supplier to the receiver over the intendedroutethroughthetransmissionsystemsofthe Participants,but may result in inadvertent flowsthroughothersystems.Therefore,because of these conditions: 3.1.9.1 All intentional Power and Energy deliveries between the system of one Participant and the system of another Participant will be scheduled in advance. 3.1.9.2 It shall be the responsibility of each Participant to maintain the net PowerandEnergyflowingintoandoutofitssystemduringeachhour'so_thatdeliveriesare,as near as practicable, equal to the net scheduled amount.Thedifferencebetweenthenetscheduled deliveries and the actual net deliveries will be balanced out in-kind in accordance with principles and practices established by the Operating Committee. 3.1.9.3.When there is a scheduled Power and Energy delivery by one Participant toanotherParticipant,and a portion of the scheduled Power and Energy actually flows through other systems which are not part of the scheduled transmissionpath,the portion of the Power andEnergyflowingthroughsuch_othersystemswillbeconsideredashavingbeendeliveredbythescheduledsupplierbythescheduledtransmissionpath. -5- 3.1.10 3.1.11 3.1.12 3.1.9.4 It is not the intent to grant any Participant any right generally to use the system of any other Participant as an intermediary in Power and Energy flows,mor will the consent by aParticipanttoanysuchinadvertentflow through its system in a particular case create any right for the continuance of such flows.When such inadvertent flow is objectionable to a Participant experiencing the flow,the Participants shall cooperate to prevent such flow from occurring normally and to minimize inadvertent flows of this character. Each Participant shall provide on its electric system the necessary communications,telemeteringandcontrolffacilitiesatthepoints'of interconnection and other appropriate locations. In addition to meter records,the Participants shall keep such log sheets and other records (as determined by the Operating Committee)as may be needed to afford a clear history of the various scheduled and actual movements of Power and Energy into and out of the systems of the Participants. The originals of all such meter records,logsheetsandotherrecordsshallbeopen_toinspectionduringnormalbusinesshours'byrepresentativesofeachParticipant.EachParticipantshallfurnishtotheOperatingCommitteeappropriatedatafrommeter registrations and other sources on the time basisrequiredbytheOperatingCommitteewhensuchdataisusefulforsettlements,special tests, operating records or for other purposes not inconsistent with this Agreement. All Intertie Power and Energy transfers between the Participants shall be scheduled in advance andallImtertiebillingsshallbebasedonthose schedules rather than on metered quantities.Each Participant will notify the Intertie Operatordispatcher(s)and other Participants with which itisdirectlyinterconnectedbeforeintentionally taking Power or Energy.Additions or modifications to these established schedules may be made by the dispatchers of the Participants pursuant to criteria established by the Operating Committee. Section 3.2 Utility Responsibility 3.2.1 Each Utility Participant is responsible for its own real and reactive load,plus'reserves necessary and adequate to meet its respectiveobligations,and will operate and maintain itssystemandperformalldutiesandexerciseall rights under this Agreement in a manner consistentwithPrudentUtilityPractices. 3.2.2 Each Utility Participant will be responsible foritsReserveCapacityObligationandaportionof the required interconnected system Operating Reserves as provided for in Addendum No.1 to this Agreement. 3.2.3 Each Utility Participant will implement =anautomaticloadsheddingsysteminaccordancewith the criteria developed by the Operating Committee. When such criteria require installation of a coordinated automatic load shedding program applicable to a Utility Participant and its wholesale electric utility customers,the Utility Participant must see that such a program is implemented on the wholesale electric utilitycustomer's system.In the alternative,if such a program is not implemented,the Utility Participant must provide the equivalent of thewholesaleelectricutility's program requirementandinstallitontheUtilityParticipant's own utility system,which may include,if the wholesale utility customer is not participating in the program in a fashion that meets such criteria,automatic shedding of the wholesale utility's total system if necessary.In accordance with the guidelines established by the Operating Committee, Utility Participants shall coordinate,operate and set automatic load shedding systems to achieve maximum benefits to Participants. 3.2.4 Through the Operating Committee,Participants shall coordinate the setting and operation of protective relays and control devices so as tomaximizeprotectionoffacilitieswithout unnecessarily restricting Power flow or inhibiting system reliability. 3.2.5 Utility Participants shall regulate the intercon- nected system real and reactive Power flow and voltage as required by the Intertie Operators, which shall be in accordance with the procedures set down by the Operating Committee. -7- Section 3.3 Curtailment of Service Except as otherwise specifically prohibited,anyUtilityParticipantwillhavetherighttorefuse to deliver Power or Energy under this Agreement, or,having begun such delivery,to curtail, restrict or discontinue such delivery,whenever, in such Utility Participant's judgment,such delivery will endanger its facilities or interfere with its obligations,now existing or hereafter created consistent with this Agreement,to its customers or to other electric utilities. Section 3.4 Other Agreements The respective systems of the Participants are now or may be interconnected with other systems,and other agreements for interconnection,mutual assistance,pooling,Power supply and transmission services may exist.Future agreements may be entered into between Participants and other systems provided they are not in conflict with any provision of this Agreement.The Participants agree to conduct operations under any existingagreementstoavoidaconflictwiththisAgreement.While the Participants intend toassisteachotherwhenrequested,such other agreements may limit the capabilities available totheParticipantstoprovideassistanceunderthe terms of this Agreement. ARTICLE 4 Utility Participant Section 4.1 Utility Participant 4.1.1 An electric utility holding a Certificate of Public Convenience and Necessity from the Alaska Public Utilities Commission,or an organization whose members hold such a certificate and normally operate interconnected with a Participant or Participants signatory to this Agreement,may atitsoptionbecomeaUtilityParticipantunderthisAgreement.APA will become a Utility ParticipantatsuchtimeasitsellsPowertoapartythatis not a Participant and is connected to the Participants'interconnected system. 4.1.2 An electric utility seeking Utility Participant status shall give 48 months written notice to theParticipantsofitsintention.Such changes or modifications to this Agreement necessary to -8- 4.1.3 Section 5.1 5.1.1 5.1.2 5.1.3 Section 5.2 5.2.1 provide for an additional Utility ParticipantshallbemadebyanaddendumtothisAgreement signed by all parties. An electric utility can have Participant status and representation through one organization orcorporateentityonly.No Participant is to havemorethanonevoteorrepresentativedirectlyor indirectly through another organization with which it is affiliated.It is the intent of this Section to limit Participant representation and voting so that no Participant can control orexercisecontrolthroughanyorganizational structure more than its single Participant status. ARTICLE 5 Associate Participant Associate Participant An electric utility holding a Certificate of Public Convenience and Necessity from the Alaska Public Utilities Commission,or an organization whose members hold such a certificate and normally operate interconnected with a Participant maybecomeanAssociateParticipantbycomplyingwith Subsection 5.1.2 of this Section.The Alaska Power Administration may become an Associate Participant by complying with Subsection 5.1.2 of this Section. An electric utility desiring Associate Participant status shall notify APA in writing.In thenotice,the Associate Participant must designate the name and address of a person to receive correspondence. Upon receiving written notice of an electricutilitydesiringAssociateParticipantstatus,APAshallnotifyallParticipants.The AssociateParticipantshallreceiveallsubsequentnotices,meeting minutes,reports,all correspondencepertainingtothisAgreement,and will be notifiedofthescheduledmeetingsonatimelybasis. Associate Participant's Participation An Associate Participant will have the right toattendallmeetingsandreceivecopiesofnotices, meeting minutes and reports on the activities involving this Agreement. 5.2.2 An Associate Participant may participate in the meetings,but its vote or input on the activities andoperationsoftheIntertiewillbethroughaUtility Participant with whom the Associate Participant is directly interconnected. ARTICLE 6 Addendum No.1 to the Agreement Section 6.1 Reserve Capacity Agreement Signatories. Utility Participants who sign this Agreement shall also sign Addendum No.1,Reserve Capacity and Operating Reserve Responsibility,attached to thisAgreement.If additional Utility ParticipantssignthisAgreement,they must also sign Addendum No.l. ARTICLE 7 Minimum Rights of the Utilities to Use the Intertie Facilities Section 7.1 Minimum Intertie Transfer Capability Rights ("MITCR"). 7.1.1 Utility Participants shall have the right of first 7. 7. 1. 1 refusal to an allocated portion of the maximumIntertietransfercapabilityplusanallotmentofcapabilitynotscheduledorusedbytheotherParticipantsforthepurposeoftransmittingorreceivingPowerandEnergyovertheIntertie. 2 The Intertie transfer capability shall be shared in proportion to the size of the Utility Participants of the Northern and Southern Groups as described in Section 7.2 of this Article.Ifa Utility Participant is not using all or part of its MITCR in each direction,other Utility Participants have the right to use that unused part to make transfers across the Intertie,eitherasapurchaseorsaleofPowerand/or Energy.Inadditiontoitsminimumrights,each Utility Participant shall have a right to an allocation ofanyunscheduledorunusedMITCRoftheother Participants. 23 During emergencies when it is necessary to use the Intertie to transfer Energy to maintain system integrity,a Participant's MITCR will be adjusteduntilsuchEnergyisrescheduledasScheduled Outage service.To the extent practical suchMITCRadjustmentshallbesharedproportionally among the Participants. -10- Section 7.2 Determination of the MITCR 7.2.1 The Operating Committee shall determine the MITCRbyJunefirsteachyear,or when a new ParticipantbecomesapartytothisAgreement.The MITCR ofeachParticipantshallbecalculatedasfollows: The MITCR shall be determined by June 1 each year based on the average of the three most recent Annual System Demands of the Utility Participants.The MITCR for the remaining portion of the initial fiscal year is set out in Exhibit D.Temporary reductions of MITCR may be required for interim periods due tomaintenance,safety or equipmentfailure.The MITCR shall be determined separately for the Utility Participants of the Northern Group and of the Southern Group.A Utility Participant's MITCR shall be the ratio of its average Annual System Demand to the sum of the average Annual System Demands of its respective group multiplied by the Intertie transfer capability of the Intertie.(Exhibit D of this Agreement contains a determination of the initial MITCR.) 7.2.2 The minimum Intertie transfer capability not scheduled or used by a Participant shall be available to the other Participants in the same group (i.e.,Northern or Southern)on an allocatedbasisinthesameproportionastheirMITCRisto the total MITCR of their group.A Participant whose unused MITCR is being used by other Participants shall have the right to make use ofitsfullentitlementimmediatelyuponnotification of the Participants who are using all or a portion of its MITCR. 7.2.3 A Participant has the right to transfer on acontractbasisallorpartofitsMITCRtoother Participants with reasonable written notice to allParticipants.A Participant whose unused MITCR isbeingusedbyanotherParticipantshallbepaidat its request by the using Participant a prorated amount of the Intertie Capacity Rate determined by the following formula: -11- Section 7.3 Section 7.4 7.4.1 7.4,2 P =ICR x CP x HR/THR P -is the monthly payment due the Participant whose MITCR,or portion thereof,is being used by another Participant; ICR -is the Intertie Capacity Rate defined in Section 8.2.6 of this Agreement; CP -is the average amount of capacity in kilowatts which is used by another Participant; HR -is the number of hours in the month during which the unused MITCR was scheduled by another Participant; THR -is the total number of hours in the month. Intertie Transfer Capability The maximum Intertie transfer capability of the Intertie is 70 MW.The Operating Committee,with the approval of APA,may establish a differentmaximumIntertietransfercapability.No provision of this Agreement shall prohibit APAfromreducingthemaximumIntertietransfercapabilityduringperiodsformaintenance,equipment failure,safety considerations or otherreasonablecausesinvolvingPrudentUtility Practices.Such temporary reductions of maximum Intertie transfer capability shall proportionallyreducetheMITCRofeachUtilityParticipantfor that temporary period. Modifications and Additions to the Intertie Modifications and additions to the Intertie shall be designed and constructed so as not to reducetheIntertiereliability,subject to Prudent Utility Practice and reasonable economics.Designforsuchmodificationsshallbesubmittedtothe Operating Committee for review and comment.ThecommentsoftheOperatingCommitteeshallbe incorporated into the design of the modificationsandadditionsastheyrelatetotheoperationand reliability of the Intertie. APA shall have the right to make additions, deletions or changes to the Intertie includingtapstothelinetoprovideelectricalservicesatlocationswhichitdeemsbeneficialand -12- 7.4.3 7.4.4 Section 7.5 Section 7.6 reasonable.Costs related to modifications or additions covered by this Section 7.4.2 will not be charged to the Participants as a cost of Intertie use unless such modifications are of direct benefit to the Participants as determined in advance by the Operating Committee. Participants shall have the right to request additions,deletions or changes to the Intertie. The request shall be in writing to APA with justification for the addition,deletion or change.APA will not unreasonably withhold makingsuchadditions,deletions or _changes.Anymodificationshallbeattheexpenseofthe requesting Participant(s)unless such modification is of direct benefit to other or all Participants as determined in advance by the Operating Committee,in which case the Operating Committee shall determine how the Utility Participants will share the cost. APA shall give reasonable notice to all Participants before making any modification as provided herein. Cantwell Tap The electric utility serving the community of Cantwell,Alaska located along the route of the Intertie transmission line shall have the right to use Intertie capacity to provide electric service to Cantwell customers.When the utility is a Participant to this agreement,such requiredcapacitywillbeprovidedbythatParticipant's. MITCR.The cost of this service to this utility will be the same as for the Participants under Article 8 of this Agreement.The cost of a substation and associated facilities necessary to provide transmission access to the Intertie shallnotbebornebytheUtilityParticipantsaspart of the cost of the Intertie. Susitna Construction Power APA is responsible for providing Power and EnergyforconstructionoftheSusitnaHydroElectric Project.APA reserves the right to tap.the Intertie and use Intertie capacity as required for construction Power for the Susitna Project.Terms and conditions applicable to such a tap shall be subject to negotiation and agreement by all Participants. -13- Section 7.7 Section 8.1 8.1.1 Bradley Lake Hydro Electric Generation Project APA shall have the right to transfer'to participants in the Bradley Lake Project Power and Energy on the Intertie subject to the terms of this Agreement. ARTICLE 8 Cost to Utility Participants for Intertie Transfer Capability Rights Intertie Costs Costs incurred in operating and maintaining the Intertie and the Annual Debt Service on any bonds or other debt issued by APA for the initial Intertie facilities,including the debt incurred on renewals and replacement of those facilities, shall be shared by the Utility Participants. Intertie costs shall be shared by the Utility Participants in accordance with Alaska Statute 44.83.398(£)which includes,at a minimum,the following costs: 8.1.1.1 "Operation and Maintenance Costs"arealloperationcostsasprovidedforinArticle10ofthisAgreementandall maintenance costs as provided for in Article 12 of this Agreement,plus anyapplicabletaxes,but excludinguninsuredliabilityresultingfrom deductible provisions of propertyinsurancepolicies.The cost ofTransmissionServicefortheIntertie Facilities owned by Matanuska Electric Association as provided for under the "Transmission Service Agreement between Matanuska Electric Association,Inc., which is a member of AEGTC,and Alaska Power Authority,"dated »shall be a part of the Operation =andMaintenanceCostsunderthisArticle8. 8.1.1.2 "Extraordinary Maintenance and Replace- ment Costs"are uninsured liability resulting from deductible provisions of property insurance policies,costs of facility maintenance,renewals,and replacements. 8.1.1.3 "Annual Debt Service Cost"is interest on,and amortization charges sufficient -14- 8. 8. Section 8.2 1. 1. 2 3 8.2.1 8.2.2 to retire,any bonds or other debt issued by APA for construction of the Intertie,plus the debt service coveragefactordeterminedbyAPAtobenecessaryforthemarketabilityofitsbonds. It is anticipated that all costs for construction of the initial Intertie facilities will be paidthroughdirectappropriationfromthelegislatureoftheStateofAlaska.However,any amount notappropriatedwillbesubjecttorecoveryinaccordancewithSection8.1.1 of this Agreement. Intertie costs will be estimated and budgetedannuallybyAPAfortheensuingfiscalyear,JulyIsttoJune30.APA shall annually develop apreliminaryIntertiebudgetfromtheIntertie maintenance budget,the Intertie operating budget,the Annual Debt Service costs and APA's administrative expense associated with the Intertie.The preliminary Intertie budget shall be provided to the Participants 13 months before the first day of the budget fiscal year for their review and comment.Written comments of the Participants shall be submitted to APA by July15thofyearprecedingthebudgetfiscalyear.Based on the preliminary Intertie budget and thecommentsfromtheParticipants,APA shall annuallyestablishtheIntertiebudgetandsubmitittothe APA Board of Directors for approval. Calculation of Unit Intertie Costs On or before March Ist of each year the UtilityParticipantsshallsubmittoAPAprojectedusage of the Intertie in kwh on a monthly basis for the following fiscal year. APA shall prepare a preliminary Intertie annual usage estimate in kwh's and provide the same to the Participants by April lst of the same year.The preliminary Intertie annual usage estimate provided under this Section,with the use of other historic or relevant information shall in no event be less than the amount equal to 30 percent of the kwh's that could be transferred by continuousoperationoftheIntertieatthemaximumrated transfer capacity,(initially established at 70 MW)of the Intertie during that fiscal year.Theprojectedusageinkwh's when in excess of the 30 percent described above shall not exceed the total projected usage of the Participants. -15- 8.2.3 8.2.4 8.2.5 8.2.6 Section 8.3 Section 8.4 8.4.1 Utility Participants shall provide,by each MayIst,their written comments to APA on _thepreliminaryIntertieannualusageestimate. Based on the preliminary Intertie annual usage estimates of the Participants and commentsreceived,APA shall establish the estimated annual Intertie usage in kwh's for the following fiscal year. The ""Intertie Energy Rate"for the following fiscal year,expressed in cents per kwh shall becalculatedbydividing83.5 percent of the totalannualcostoftheIntertieasbudgetedinthe Intertie budget under Section 8.1 of this Article by the annual Intertie usage as established underSection8.2.4 of this Article. The "Intertie Capacity Rate"for the following fiscal year expressed in dollars per kw shall becalculatedbydividing16.5 percent of the total annual cost of the Intertie as budgeted in the Intertie budget under Section 8.1 of this Article,by the sum of the Participant's MITCR,asdeterminedunderSection7.2 of Article 7. Initial Calculation of Unit Intertie Costs Following execution of this Agreement,sufficienttimemaynotbeavailabletoestablishinitialIntertiebudget,usage and unit Intertie costs inaccordancewithsections8.1 and 8.2 of this Article.Accordingly,such initial budget,usage,and unit Intertie costs for the initial fiscal year,or portion thereof,shall be determined by APA, Allocation of Intertie Costs Each Utility shall be obligated to reimburse APA monthly the sum of the following: 8.4.1.1 The receiving Participant's scheduleduseoftheIntertieforthemonth multiplied by the Intertie Energy Rate in effect for that period;plus 8.4.1.2 The Participant's MITCR in accordance with Section 7.2 of Article 7 multiplied by one-twelfth of the Intertie Capacity Rate in effect for that period. -16- 8.4.2 8.4.3 8.4.4 8.4.5 8.4.6 Section 9.1 9.1.1 A Utility Participant's obligation to pay in accordance with this Section may be reduced if it can be demonstrated that APA has not met its responsibility to maintain the transmission lineinaccordancewithPrudentUtilityPractices. Such payment reduction shall be limited to aprorationfortheperiodofreducedIntertie transfer capacity. For billing purposes only,the scheduled use of the Intertie in any month shall be the product of the scheduled Intertie transfer at the Intertie Point of Interconnection and the number of hours each schedule was in effect during that calendar month, For billing purposes only,the Participant'sscheduleduseoftheIntertieforeachhourofa day shall be the final schedule for delivery submitted to the Intertie Operator of its group. Should APA's annual revenues received under Subsection 8.4.1 of this Section exceed actual annual Intertie costs,revenues in excess of the Intertie costs shall be refunded to the contributing Participants in proportion to the amount of dollars billed to Participants to thetotaldollarsbilledforuseoftheIntertiein the fiscal year in which the revenues were accrued. Should APA's revenues received under Subsection 8.3 of this Section be less than the actual Intertie costs,the revenue deficiency shall be allocated among the Utility Participants in the same proportion as the Utility Participants'MITCR are shared as defined under Article 7 of this Agreement.APA shall bill the UtilityParticipantstheirproportionateshareofthis deficiency. ARTICLE 9 Operating Committee Establishment of the Operating Committee The Participants hereby establish an operatingcommittee,the "Operating Committee”.TheOperatingCommitteeshallconsistofone representative of each Participant,designated in writing by each Participant,and each Participant may also designate an alternate who may act in the stead of the representative at the option of that -17- 9.1.2 Section 9.2 Participant.A Participant may at any time changeitsrepresentative,or alternate,on the OperatingCommitteeandshallpromptlynotifyinwritingthe other participants of any change in suchdesignation.The members of the OperatingCommitteeshalldesignatetheChairmanofthe Operating Committee annually at the first meetingofeachcalendaryear.Recommendations and decisions of the Operating Committee shall be adopted if approved by 75 percent majority vote ofthetotalmembership.Only Utility Participants shall have the right to vote on the Operating Committee on issues covered by Addendum No.1 and on automatic load shedding issues. The Operating Committee shall establish operatingproceduresandstandardpracticeswithrespecttothisAgreementfortheguidanceofdispatchersandotheremployeesastomattersaffectingIntertieoperationspursuanttothisAgreementandshall recommend arrangements for metering, communications and other services and facilities. The Operating Committee has no authority to modifyanyoftheprovisionsofthisAgreementortomodifyorsetratesunlessexpresslyprovidedfor herein.The establishment of any procedure or practice or determination by the OperatingCommittee,within the scope of the OperatingCommittee's responsibility,shall be effectivewhensignedbythedesignatedrepresentativesof at least 75 percent of the Participants. Procedural Responsibilities of the Operating Committee The Operating Committee shall meet at leastquarterlyeachyearandatsuchtimesasdeemednecessarybytheChairmanoranytwoofthe Participants. Written minutes shall be kept for all meetings of the Operating Committee,and major decisions oragreementsmadebytheOperatingCommitteeshall be reduced to writing. The Operating Committee shall prepare and submitanexpensebudgettoAPAundersection10.3 ofthisagreementannuallytoprovideforCommitteeexpensesotherthantheexpensesofeachCommitteemember,which shall be borne by the represented Participant. -18- Section 9.3 Operating Committee Authority,ProceduresandAppeal. 9.3.1 The representatives constituting the OperatingCommitteeshallhaveequalauthority,and all decisions made and direction given must be by 75 percent majority vote of the total members of the Committee.A Participant casting a negative vote in an approved decision of the Operating Committee shall have the right to appeal the decision in accordance with 9.3.2 of this Article.An appeal must be delivered in writing to the chairman of the Operating Committee within five working days of casting the negative vote. 9.3.2 If the Operating Committee is unable to agree on a matter within its jurisdiction,such matter shall be resolved by unanimous agreement of the General Managers of the Utility Participants and the Executive Director of the Alaska Power Authority or their designated representatives.Should the General Managers of the Utility Participants andtheExecutiveDirectoroftheAlaskaPower Authority or their representatives fail to reachanunanimousagreementwithin20workingdays, then the matter shall be submitted to binding arbitration in the following manner. 9.3.2.1 Arbitration shall be conducted before a board of three arbitrators selected under the guidelines of the AmericanArbitrationAssociationandthe arbitration shall be conducted in accordance with the commercial arbitration rules of the American Arbitration Association then in effect. In addition,the arbitrators must have education and experience in the particular matter being arbitrated. 9.3.2.2 The Participant(s)desiring arbitration shall demand arbitration by giving written notice to the other Participants.The notice shall conformtotheproceduresoftheAmerican Arbitration Association and shall include a statement of the facts or circumstances causing the controversy and the resolution,determination or relief sought. -19- Section 9.4 Section 9.5 9.3.2.3.Before the matter is presented to the Board of Arbitrators,a conference shall be held by the Participants to attempt to resolve the controversy or,if resolution is not possible,to stipulate to as many facts as possible,to clarify and narrow the issues,and to agree in writing to the issues to be submitted to arbitration. 9.3.2.4 The Board of Arbitrators shall have no authority,power or jurisdiction to alter,amend,change,modify,add to,or delete any of the provisions of this Agreement,nor to consider any issues arising other than from the language in, and authority derived from,this Agreement.The opinion and findings oftheBoardofArbitratorsshall_bereducedtowritingandshallbebinding on the Participants 15 days after the Board of Arbitrators issues a decision unless all Participants jointly agree on an alternate solution. 9.3.2.5 The costs incurred in connection with the arbitration shall be apportioned by the Board of Arbitrators as it deems appropriate. Procurement of Services The Operating Committee shall have the right to directly procure services the Committee requiressolongas_sufficient budgeted funds are available. Waiver of Payment or Right to Recourse Except for the provisions of Section 9.3 of thisArticle,nothing contained in this Agreement shall be construed to constitute a waiver or surrender by any Participant of its right to any action,inlaworequity,to enforce all provisions of this Agreement and its rights hereunder. Notwithstanding the foregoing,in the event of a referral of a matter to a Board of Arbitrators pursuant to this Agreement,or a judicial oradministrativeproceedingonaccountofany disputed matter,all Participant(s)shall continuetomakepaymentsinaccordancewiththisAgreement until the matter has been finally determined,at -20- Section 10.1 10.1.1 10.1.2 10.1.3 which time any necessary adjustments shall be made as provided for in Article 16 of this Agreement. ARTICLE 10 Operation of the Intertie Responsibility for Operation of the Intertie With the concurrence of the other Participants,APA delegates and AMLP and GVEA assume the responsibility for the operation of the Intertie under the guidelines of this Agreement and the Operating Committee. AMLP shall operate the southern one-half of the Intertie including,but not limited to,the terminal facilities,communication facilities,and the Intertie transmission line to the Midpoint ofthetransmissionlinebetweentheDouglasandHealySubstations(more specifically illustrated and defined in the Intertie facilities diagram inExhibitBofthisAgreement)within AMLP's Control Area,and the midpoint of the Intertie transmission line shall be deemed to be the pointofinterconnectionbetweenGVEAandAMLP. 10.1.2.1 APA will contract with MEA,which is a member of AEGTC,for use of a portion ofMEA's transmission facilities to provide,along with other facilities provided by APA,transmission facilities that will be a part of the Intertie between the Douglas and Teeland Substations.This being a part of the Intertie,APA delegates to AMLP,and AMLP assumes,APA's responsibility for operation under the APA -MEA Agreement for these transmission facilities. GVEA shall operate the northern one-half of the Intertie,including but not limited to,the terminal facilities,communication facilities,and the Intertie transmission line to the Midpoint of the Intertie transmission line between the Douglas and Healy Substations (more specificallyillustratedanddefinedintheIntertiefacilities diagram in Exhibit "B"of this Agreement)withinGVEA's Control Area,and the Midpoint of the Intertie transmission line shall be deemed to be the point of interconnection between AMLP and GVEA. -21- 10.1.4 AMLP and 10.1.4.1 10.1.4.2 10.1.4.3 10.1.4.4 10.1.4.5 10.1.4.6 10.1.4.7 10.1.4.8 GVEA acting in concert shall: Closely and continually coordinate all the activities and transactions involving the Intertie operation; Coordinate the Intertie Transactions to insure that at all times,to the extent possible,the Intertie System is operated to provide reliable and economic service; Coordinate the scheduling of all Intertie Transactions by the Participants in the Northern and Southern Groups in accordance with the provisions of this Agreement,and informallParticipantsofthescheduled transactions; Develop the procedures for restoration of service on the Intertie for interruptions due to either Scheduled orForcedOutages,and have _personneltrainedtocarryoutsuchoperational procedures to insure the Intertie reliability; Maintain communications with each other and the other Participants using adequate methods of data acquisitionsufficientforreliablesystemcontrol of the operation of the Intertie; Maintain complete and accurate hourly records of all operations,Intertie Transactions and activities involving the Intertie,and promptly publish and distribute such records to all Participants at regular intervals as established by the Operating Committee. Any Participants who desire it shall be provided,at their own expense,directaccesstoalltelemetrygatheredfrom the Intertie; Coordinate the responsibilities delegated to them in this Agreement to minimize duplication; Abide by the terms and conditions ofothercontractsoragreementsinvolving -22- Section 10.2 10.2.1 10.2.2 10.2.3 the operation of the Intertie System,solongastheydonotconflictwiththis Agreement; 10.1.4.9 At all times operate the Intertie in a safe and responsible manner consistent with Prudent Utility Practices and the directives and instructions of the Operating Committee. Suspension of Work in Performance of Duties of the Intertie Suspension for Convenience.The APA may orderAMLPand/or GVEA in writing to suspend,delay,orinterruptalloranypartoftheworkinvolvedin operation of the Intertie for such period of time as the Operating Committee determines to be appropriate for the convenience of,and in the best interest of,Intertie operation. Adjustments of Cost.If the performance of all or any part of the work is,for an unreasonable period of time,suspended,delayed,or interruptedbyanactofAPA,or by the failure of APA to act within a reasonable time,an adjustment shall be made for any increase in the cost of performance of this Agreement necessarily caused by such unreasonable suspension,delay or interruption. However,no adjustment shall be made under this Section for any suspension,delay or interruption to the extent: 10.2.2.1 That performance would have been so suspended,delayed or interrupted by anyothercause,including the fault or negligence of AMLP or GVEA;or 10.2.2.2 That an adjustment is provided for or excluded under any other provision of this Agreement. Time Restriction on Claim.No claim under this Article shall be allowed: 10.2.3.1 For any costs incurred more than 20 daysbeforeAMLPorGVEAshallhavenotified APA in writing of the act or failure to act involved (but this requirement shall not apply as to a claim resulting from a suspension order);and Section 10.3 10.3.1 10.3.2 10.3.3 10.3.4 10.3.5 10.2.3.2 Unless.the claim is asserted in writing as soon as practicable after the termination of such suspension,delay, or interruption,but not later than the date of final payment under'this Article. Budget for Operation of the Intertie For purposes of calculation of unit Intertie costspursuanttoArticle8,Section 8.2 of thisAgreement,and to provide information required to obtain operations budget appropriations from the legislature,AMLP and GVEA shall develop annuallyandsubmittoAPAasuggestedscopeofoperations and budget for operation of the Intertie no later than 14 months before the first day of the budget fiscal year.The budget developed by the Intertie operators may include all direct expenses and an allocated portion of such other expenses as interest,depreciation and margin requirements, among others.All costs allocated to the Intertie Operator budget shall be consistent with generally accepted utility accounting principles.APA shallestablishapreliminaryscopeofoperationsand budget,based on the Operating Committee,AMLP and GVEA submittals,and provide it to the Utility Participants 13 months before the first day of the budget fiscal year for their review and comments._ Utility Participants shall provide writtencommentsonthepreliminaryscopeofoperations and budget to APA 12 months before the first day of the budget fiscal year. Based on the preliminary scope of operations and budget and the comments received,APA shallestablishtheIntertieoperatingbudget,which is the final scope of operations and budget. With the written approval of all Participants,the final scope of operations and budget will be deemed to be the fixed cost fee for operation of the Intertie for the ensuing fiscal year.APA will pay AMLP and GVEA under section 10.6 of thisArticle10foroperationoftthe Intertie, one-twelfth of the fixed fee thus established. If the Participants are unable to agree unanimously that the final scope of operations and budget is the fixed cost fee for operation of theIntertie,then AMLP and GVEA shall each determine, -24- 10.3.6 Section 10.4 Section 10.5 10.5.1 using records and accounts maintained underSection10.4 of this Article 10,the cost to its system to provide operation of the Intertie in accordance with this Agreement and shall bill APA monthly for these'services.APA will then reimburse AMLP and GVEA under section 10.6 of this Article 10. APA shall present the final operations budget to the Alaska Legislature in a manner consistent withtheExecutiveBudgetAct(AS 37.07 and amendments),and shall take all steps necessary to secure an appropriation,or appropriations,from the legislature in an amount adequate to cover thebudgetsubmittedandapproved=under this Agreement. Accounting and Records In maintaining accounts for operation of the Intertie,AMLP and GVEA will follow the system of accounts prescribed for public utilities and licensees by the Federal Energy Regulatory Commission.AMLP and GVEA will furnish the APA such operating and financial statements relating to operation of the Intertie as may be reasonably requested by the APA.If receipt of such operating and financial statements is unduly delayed,the APA may,with its own staff,perform all work necessary to collect such data as reasonably desired.Such work shall be performed at a time and in a manner to prevent unreasonable interference with AMLP and GVEA operations. Audits At the discretion of APA or by request of a majority of the Participants,an audit shall be conducted with respect to the matters provided for in this Agreement by independent auditorsaccordingtosuchprogramsandproceduresas agreed to by the Participants,and allParticipantsshallbefurnishedcopiesofthereport.The cost of making such audits shall besharedbytheParticipantsinthesameproportion as the MITCR were shared during the period covered by the audit.The Participants,contract agentsandanyotherpartyinvolvedwiththeoperationof the Intertie shall provide and/or make availabletheinformationandrecordsrequiredfor_theaudit.The cost of any audit required by a Participant beyond the scope of the above audit shall be borne by such Participant. -25- 10 Section 5.2 10.6 Section AMLP and GVEA shall allow their books of accounts to be audited with respect to matters provided for in this Agreement by such state officials or agencies as may be authorized and directed by lawtomakethoseaudits.To the extent permitted by law,Participants shall have the same authority toauditthebooksofaccountsoftheAPAwith respect to the operation of the Intertie. Payment of Operators. If a fixed cost fee for operation of the Intertie is established under section 10.3.4 of this article,then within 30 days of the end of each month APA will pay to AMLP and GVEA one-twelfth of the fixed cost fee for operation of the Intertie. If the Participants have not agreed upon a fixed cost fee for operation of the Intertie under section 10.3.4 of this article,then the APA will reimburse AMLP and GVEA within 30 days of thereceiptoftheirinvoices.However,suchreimbursementissubjecttoadjustmentupon discovery of an error,dispute of billing,or audit. ARTICLE 11 Scheduling of Power and Energy on the Intertie 11.1 1i li. 11. Section 1.1 1.2 1.3 11.2 li.2.1 Scheduling Responsibility AMLP shall have the responsibility for scheduling the transfers on the Intertie for the Participants of the Southern Group and coordinating them with GVEA under the provisions of this Agreement and the direction of the Operating Committee. GVEA shall have the responsibility for scheduling the transfers on the Intertie for the Participants of the Northern Group and coordinating them with AMLP under the provisions of this Agreement and the direction of the Operating Committee. AMLP and GVEA shall each have the responsibility for coordinating schedules within their respective Groups. Power and Energy Schedules The amount of electric Power and Energy to be transferred on the Intertie under this Agreement will be based upon hourly schedules provided by the Participants making the Intertie Transaction. -26- 11.2.2 11.2.3 11.2.4 11.2.5 Section 11.3 Section 12.1 12.1.1 These schedules shall be provided to,and coordinated with,AMLP and GVEA.AMLP and GVEA will timely inform all Utility Participants of the transfer schedules on the Intertie. Power and Energy shall be scheduled on an hourly basis and the schedules may be made for the next hour(s),day(s),week(s)or month(s)in advance. Schedules for all transfers on the Intertie shall be furnished to the respective Intertie Operators before 3:00 P.M.prevailing local time each day for Power and Energy to be delivered across the Intertie for each clock hour of the following 24- hour period.This schedule shall be updated each day and an additional one-day schedule will be furnished to provide a continuing seven-day schedule. Short-term schedules of transfers on the Intertie may not be made or changed on an _hour-by-hourbasisunlesscoordinatedinadvancewiththe Intertie Operators. Provisions of this Section may be modified by action of the Operating Committee as provided for under this Agreement. Intertie Schedule Limitations The maximum schedule of Power and Energy of any Participant on the Intertie shall be limited totheParticipant's MITCR unless additional MITCRareallocatedfromtheunscheduledand/or unused Intertie Transfer Capability Rights of other Participants.MITCR not being used by theParticipantholdingthemmaybeusedbyotherParticipantsneedingthemtomakeadditionaltransfersoverandabovetheirallocationofMITCR under Article 7 of this Agreement. ARTICLE 12 Maintenance of the Intertie Facilities Maintenance Responsibility APA will maintain the Intertie facilities which it owns.APA may provide for the maintenance of theIntertiefacilitiesbycontractingwithqualified -27- 12.1.2 Section 12.2 12.2.1 12.2.2 Section 13.1 13.1.1 13.1.2 parties to perform maintenance on its behalf orprovideitbyqualifiedstaffunderthedirectionofAPA.Maintenance shall be scheduled, coordinated and accomplished in accordance with Prudent Utility Practices so as to minimize disturbance on the Intertie that would impairserviceoftheParticipants'systems. The Intertie shall be maintained in good working condition,optimizing the availability of the Intertie within practical and cost constraints. After a failure of the Intertie,it shall be returned to service in the shortest possible time within the constraints of practical maintenance procedures. Maintenance Budget and Costs APA shall develop an Intertie maintenance budget, an annual budget and schedule for the maintenance of the Intertie,each year based on the budgets developed by any contractors providing the Intertie maintenance.This budget will be reviewed with the Participants sufficiently in advance of the commencement of the fiscal year involved so that each Participant will be able to submit its comments for consideration prior to finalization of the budget.Budgets for more than one year will be required for the Participants'long range fiscal requirements.APA will prepareandfurnishtheParticipantsacopyofsuchlong range fiscal requirements. APA will maintain complete and accurate records of costs associated with maintenance of the Intertie. Maintenance of the Intertie will follow the system of accounts prescribed for public utilities andlicenseesbytheFederalEnergyRegulatory Commission. ARTICLE 13 Measurement of Electric Power and Energy Metering The electric Power and Energy delivered through interconnection facilities of the Intertie shall be measured by nonreversible watt-hour meters and 15-minute interval demand meters. APA shall be responsible for installation, -28- 13.1.3 Section 14.1 14.1.1 14.1.2 ownership,operation and maintenance of initialfacilitiesnecessary,as determined by APA,to interface with AMLP and GVEA equipment presently installed or being installed.The AMLP and GVEA equipment shall be that necessary to provide for the initial Intertie operation only.The initial facilities shall be provided directly by APA or through a separate,reimbursable agreement with the Participant involved.Participants shall permit other Participants to use the availablemetereddataforthepurposeoftelemeteringthe data as required for their operations. The Operating Committee shall agree upon Intertie related metering equipment before its installa- tion.Each Participant hereby grants to all other Participants the right to install and maintain attheotherParticipants'cost,equipment in the other Participants'substations.Each Participant has the right to install and maintain at its cost,equipment in another Participant's substation if the equipment is necessary to perform Intertie functions under this Agreement.The installation and maintenance shall be coordinated with staff of the Participant owning and operating the facilities on which the meters are to be intalled. Ingress and egress shall be granted to the other Participants to install,remove or maintain the equipment.Each Participant shall coordinate suchactivitiesthroughtheotherParticipant's dispatcher. ARTICLE 14 Transmission Losses Intertie Transmission and Transmission Service Losses Losses in the Intertie System created by Intertie transfers shall be determined by the Intertie Operators through engineering studies,calculation and Power flow programs,and procedures as established by the Operating Committee. The Participant supplying Power and Energy shall also provide Power and Energy losses which occurfromthetransfer.Such losses shall be provided at the time of the transfer unless otherwise agreed by the affected Participants. -29- 14.1.3 Section 14.2 14.2.1 14.2.2 Section 15.1 Transfer schedules shall include losses for such transfers.When transfers reduce losses in a Participant's system which is not a part of the Intertie,the losses in that system caused by the transfer shall be considered zero. Intertie Transmission Loss Compensation. The Intertie Facilities located on the AMLP side of the Intertie Point of Interconnection will be operated in AMLP's Control Area;thus the losses that occur on Intertie Facilities on the AMLP side will occur in AMLP's Control Area as part of AMLP's system losses. The Intertie Facilities located on the GVEA side of the Intertie Point of Interconnection will be operated in GVEA's Control Area;thus the losses that occur on Intertie Facilities on the GVEA side will occur in GVEA's Control Area as part of GVEA's system losses. ARTICLE 15 Transmission Service Transmission Service to Access the Intertie Each Participant shall have the right to schedule,on the intervening transmission systems of anotherParticipant,transfers of Power and Energy to andfromtheAlaskaIntertie.This right may be exercised when the rated capacity of theinterveningParticipant's transmission facilities available to transfer Power and Energy is determined by the intervening Participant to have adequate capacity to accommodate the transfer.Adeterminationofadequatecapacityshallnotbe unreasonably withheld by the interveningParticipant.If the intervening Participantdeterminescapacitytobeinadequate,thisdeterminationshallbedocumentedinwritingto the requesting Participant with the justification for the limitation of capacity in its transmission system.The intervening Participant reserves the right,within the exercise of Prudent Utility Practice,to interrupt or curtail such service hereunder at any time the transfer capability of the transmission facilities involved,in the opinion of the intervening Participant,is less -30- Section 15.2 Section 15.3 15.3.1 than the actual or proposed loading of the facilities.Such interruptions or curtailments, other than for the intervening Participant's own internal transmission requirements for its system load,shall be shared pro rata among all Power and Energy schedules that reduce the'transfer capability of the intervening Participant'stransmissionsystematthetimeof-suchinterruptionorcurtailment.The rated transfercapacityofanyinterveningParticipant's transmission system shall be determined in advance by the intervening Participant,or by an engineering analysis acceptable to the Participants involved. Provision for Adequate Transmission Service Facilities The Participants shall not _limit,throughinadequatefacilities,Transmission Service access to the Intertie.If a Participant that is providing,or is to provide Transmission Service to other Participants for the transmission of Power and Energy across its system for transfer on the Intertie,determines that its transmission system does not have adequate capacity for the desired level of transfer,a Participant desiring a higher level of transfer may request'theinterveningParticipanttoprovideorconstructadditionaltransmissioncapabilityforthe requesting Participant's use.This request shallbegranted,at least to the level of therequestingParticipant's MITCR.The additionalfacilitiesmayrequirespecialcompensationbythe requesting Participant.The arrangement for and cost sharing of such facilities will be provided for under a separate agreement between'the Participants involved,and shall be based on cost of service principles. Compensation for Transmission Service The Participant providing Transmission Service shall be compensated monthly for the use of the Transmission Service Facilities.The Transmission Service billing shall be the appropriate Transmission Service Rate defined in Exhibit C of this Agreement,multiplied by the appropriate quantities metered at the point of interconnectionoftheParticipants.Monthly demand billings shall be the product of the Contract Transmission Service capability rate times the transfer capability contracted for during the billing period. -31- 15.3.2 Losses that occur as a result of the Transmission Service transfers shall be supplied inkindbytheresponsibleParticipantunderArticle14of this Agreement. Section 15.4 15.4.1 15.4.2 Section 16.1 Section 16.2 Transmission Service Rates Exhibit C of this Agreement sets out the formula for calculating the Transmission Service Rates. Exhibit C may be amended in writing under Article15ofthisAgreement. The Participant providing Transmission Service shall make available reasonable expense andoperatinginformationnecessarytoverifyactionsundertakenunderArticle15ofthisAgreement. ARTICLE 16 Billing and Payments Billing A supplying Participant shall bill the receivingParticipantmonthly,normally not later than 15 days after the end of the calendar month to which the bills apply.Bills shall be due and payablewithin15daysfromdatethebillsarepostmarkedorhand-delivered.Interest on any unpaid amount from the date due until the date payment is received shall accrue at the annual legal rateunderAlaskalawforpost-judgment interest,or pro rata fraction thereof. Dispute of Billing If a purchasing Participant disputes the chargessubmittedbyasupplyingParticipantunderthis Agreement,the purchasing Participant shallneverthelesspaythefullamountwhendueand payable and give notification in writing,within 90 days of the date the bill is rendered,to the supplying Participant stating the grounds on which charges are disputed and the amount in dispute.If settlement of the dispute results in a refund, the refund shall include interest at the annual legal rate under Alaska law for post-judgmentinterest,or pro rata fraction thereof,from the date of overpayment to the date of refund. -32- Section 17.1 Section 17.2 17.2.1 ARTICLE 17 Insurance and Liability Insurance During the term of this Agreement,eachParticipantshallpurchaseandmaintaininsurance with a carrier or carriers satisfactory to the Operating Committee and the APA,covering injury to persons or property suffered by any Participant or a third party,as a result of errors,omissions,or operations which arise both out of and during the course of this contract by the Participant or by any of its subcontractors.The coverage shall also provide protection againstinjuriestoallemployeesoftheUtility Participant and the employees of any of its subcontractors engaged in work under this Agreement.If approved by the Operating Committee and the APA,a Participant may self-insure for theWorker's Compensation Insurance and,up to a maximum of 250,000,for the other types of insurance required by this Article.A copy of the insurance policies and undertaking to self-insure,if any,will be furnished to the Operating Committee and the APA before beginning operations under this Agreement. Types of Insurance The following insurance must be purchased by eachParticipanttocoverthoseoperationsoftheParticipantperformedunderthisAgreement: Worker's Compensation Insurance:Each Participant shall provide and maintain,for all employees of the Participant engaged in work under'thisAgreement,Workers'Compensation Insurance asrequiredbyAS23.30.045.The Participant isresponsibleforWorkers'Compensation InsuranceforanyofitssubcontractorswhodirectlyorindirectlyprovideservicesunderthisAgreement.Each insurance policy must include: (a)Statutory coverage for states in which employees are engaging in work; (b)Employer's Liability Protection in the amountof$2,000,000 per occurrence; (c)Broad Form All States Endorsement; (d)Coverage as required by all State and Federal -33- 17.2.2 Acts where applicable; (e)Voluntary Compensation Endorsement. The Worker's Compensation Insurance policy shallcontainawaiverofsubrogationinfavorofthe other Participants.Any Participant who is self-insured hereby waives subrogation in favor of the other Participants. Comprehensive General Liability Insurance:EachParticipantshallpurchaseandmaintaincomprehensivegeneralliabilityinsurancesubjecttothefollowinglimitsofliability: (a)Bodily Injury and Property Damage Liabilityofaminimumof$10,000,000 Combined Single Limits each occurrence and affording insurance forPremises-Operations,Owners and Contractors'Protective,Independent Contractors, Products/Completed Operations,Blanket Contractual Liability,Broad Form Property Damage,PersonalInjuryLiability,Incidental Errors and Omissions. (b)Automobile Liability Insurance covering all vehicles.Such insurance shall provide coverageofnotlessthat$10,000,000 Combined Single Limit each occurrence for Bodily Injury and Property Damage Liability. (c)Owned Aircraft (if applicable)and Non-Owned Aircraft with seating capacity of five seats or less,except for commercial,scheduled flights,with limits of liability not less than:$5,000,000 -Bodily Injury per _occurrence;$1,000,000 for Passenger Liability per seat;and $5,000,000 for Property Damage Liability per occurrence.Coverage must include Slung CargoExposures.If an aircraft with more than fiveseatcapacityisused,special coverage and limitsmustbeobtainedandapprovedbytheOperating Committee. (d)Owned Watercraft (if applicable)and Non-Owned Watercraft (if applicable)with limitsofliabilitynotlessthat$5,000,000 peroccurrenceasprovidedinthe"In Rem Endorsement"under "Maritime Coverage B". The other Participants shall be included as additionalinsuredsininsurancerequiredinthisSection17.2.2ofArticle17andshallnotbytheirinclusionbe responsible to the insurance carrier for payment ofpremiumstherefor.These insurance policies must also-34- 38contain a cross liability or severability of interest endorsement. Section 17.3 17.3.1 17.3.2 Section 18.1 18.1.1 18.1.2 Other Insurance Coverage Requirements Each Participant will bear the cost of the required insurance.Insurance required to be maintained under this Article 17 may be maintained as part of any other policy or policies of the Participant so long as the coverage of such policy or policies is substantially the same as if such coverage were maintained under a separate policy. These policies must provide that any cancellation,non-renewal or material change be upon 30 days notice to all named insureds.EachParticipantmustprovidetheOperatingCommittee and the APA with evidence of insurance.Insurance companies,or self-insurers,shown on thecertificateofinsurancemusthavefinancial ratings acceptable to the APA.Failure to furnish satisfactory evidence of insurance or lapse of thepolicyisamaterialbreachofthisAgreement. ARTICLE 18 Indemnity Indemnity Each Participant shall,as to all actions taken pursuant to or under color of this Agreement,defend and indemnify the other Participants,their agents,servants,employees and officers,from allcostsincludingwithoutlimitationattorneyfees, court costs,any amounts arising or recoveredundertheWorkman's Compensation Act or other law or decree,and any other amounts which the other Participants,their agents,servants,employees and officers become obligated to pay on account of any demands,claims,liabilities or losses arisingorallegedlyarisingoutof,or in any way connected with,the acts or omissions of the indemnifying Participant,its agents,servants, employees or officers. Each Participant shall defend and indemnify the other Participants from and against any claim or liability,including any related loss or cost, caused by or resulting from the design, construction,installation,operation or maintenance of any of the electric facilities owned,operated or maintained by the indemnifying Participant,or by reason of the acts or omissionsofitsagents,servants or employees in connection therewith. -35- Section 18.2 Comparative Negligence Each Participant agrees that any liability,including costs of defense and attorney fees,forclaimsarisingfromtheconcurrentnegligenceof two or more Participants will be apportionedaccordingtotherespectivepercentageoffaultattributabletoeachParticipantasdeterminedby agreement or by the trier of fact. ARTICLE 19 Warranty Denial and Exclusivity of Contract Section 19.1 Section 19.2 Section 20.1 20.1.1 20.1.2 APA Denial of Warranty APA does not warrant the Intertie facilities it owns as fit for their intended use or the reliability or availability of the Intertie for intended operations covered by this Agreement. Exclusivity of Contract The terms of this Agreement and any provisions adopted by reference or otherwise incorporatedintothisAgreementsetforththefullintentof the Participants regarding the matters covered by this Agreement.However,this Agreement does not supercede related Intertie written agreements,such as the maintenance agreements between the APA and Intertie Participants,but is to be interpreted consistently with them. ARTICLE 20 Uncontrollable Forces A Participant will not be in default in perfor-mance of any obligation hereunder,other than the obligation to make payments as provided in thisAgreement,if failure of performance is due touncontrollableforcesandwithoutthefaultor negligence of that Participant.Strikes,lockoutsandotherlabordisturbancesareconsidered uncontrollable forces and nothing in this Agreement will require a Participant to settle alabordisputeagainstitsbetterjudgment. If a Participant,by reason of an uncontrollableforce,is rendered unable,wholly or in part,to -36- perform its obligations under this Agreement(other than its obligations to pay money),then upon that Participant giving notice andparticularsoftheuncontrollableforce,itsobligationtoperformwillbesuspendedduringthecontinuanceofanyinabilitysocaused,but for no longer period,and the effects of such cause shall,so far as possible,be remedied with all reasonable dispatch;provided,however,that the settlement of labor disputes shall be considered wholly within the discretion of the Participant involved.The affected Participant will not be responsible for its delay in performance under this Agreement during delays caused by an uncontrollable force,nor will such uncontrollable force give rise to claim for damages or constitute default. ARTICLE 21 Waivers Any waiver at any time by a Participant of itsrightswithrespecttoadefaultunderthis Agreement,or with respect to any other matterarisinginconnectionwiththisAgreement,shallnotbedeemedawaiverwithrespecttoanyother default or matter.Any delay short of the statutory period of limitations in asserting orenforcinganyrightshallnotbedeemedawaiver of such right. ARTICLE 22 Successors and Assigns;No Third Party Beneficiaries Section 22.1 Successors and Assigns This Agreement shall be binding upon and inure tothebenefitofthesuccessors,legal representatives or assigns of the respectiveParticipants.However,no Participant shallassignthisAgreementnoranyparthereofwithouttheexpresswrittenconsentofthe_otherParticipants,which consent shall not _beunreasonablywithheld.Nor shall a Participant be relieved of its obligations hereunder by an assignment of less than all of the benefits and burdens hereunder or impose additional obligations or burdens on the other Participants by an assignment of this Agreement or any part hereof. -37- Section 22.2 Section 25.1 25.1.1 No Third-Party Beneficiaries The provisions of this Agreement shall not create any rights in favor of any person,corporation,or association not a Participant in this Agreement,and the obligations herein assumed are solely for the use and benefit of the Participants to this Agreement. ARTICLE 23 Governing Law This Agreement is made subject to,and shall be governed by and construed in accordance with,thelawsoftheStateofAlaskaandtheauthority granted to the individual Participants thereunder. ARTICLE 24 Captions Captions of the various articles herein are intended for convenience of reference only and shall not define or limit any terms or provisions. ARTICLE 25 Notices Any notice or demand under this Agreement isproperlygivenifsentbyregisteredorcertifiedmailandaddressedtotheGeneralManager, Municipality of Anchorage,Alaska,Municipal Light and Power,1200 East First Avenue,Anchorage, Alaska 99501;Executive Director,Alaska Power Authority,334 W.Fifth Avenue,Anchorage,Alaska99501;General Manager,Chugach ElectricAssociation,Inc.,Pouch 6300,Anchorage,Alaska 99503 or 5601 Minnesota Avenue,Anchorage,Alaska 99502;General Manager,City of Fairbanks, Municipal Utilities System,P.O.Box 2215,645FifthAvenue,Fairbanks,Alaska 99707;General Manager,Golden Valley Electric Association,Inc.,P.O.Box 1249,Fairbanks,Alaska 99707 or 758 Illinois Street,Fairbanks,Alaska 99701;and Interim General Manager,Alaska ElectricGenerationandTransmissionCooperative,Inc., P.O.Box 1148,Palmer,Alaska 99645.The -38- foregoing designations of the name or address towhichnoticesordemandsaretobedirectedmaybe changed at any time by written notice given by any Participant to all others. 25.1.2 Any notice or request of a routine character inconnectionwiththedeliveryofPowerandEnergy, or in connection with the operation of facilities, shall be given in the manner the Operating Committee,or the authorized representatives of the Participants,from time to time arranges. ARTICLE 26 Amendments Neither this Agreement nor any part hereof may be terminated,amended,supplemented,waived or modified except by an instrument in writing signed by all the Participants. ARTICLE 27 Agreement Approval and Transmittal This agreement shall not be effective until the Administrator of the Rural Electrification Administration grants any required approval.The APA will transmit this agreement with the Alaska Public Utilities Commission.By signing this agreement,a Participant does not subject itselftorateregulationbytheAlaskaPublicUtilities Commission. ARTICLE 28 Construction of Agreement Each Participant has participated fully in the drafting and negotiation of this Agreement. Accordingly,the Agreement will not be construed against any particular Participant,orParticipants,as the drafter. IN WITNESS WHEREOF,the Participants have caused this Agreement to be executed in quintuplet by their duly authorized officers orrepresentativesasofthedayandyearfirstabovewritten. -39- ALASKA POWER AUTHORITY Approved as to form: Office of the Attorney General By:-"L. (Title) SUBSCRIBED AND SWORN TO before me this L5!4 day ofWwblac,1985 last written. MUNICIPALITY OF ANCHORAGE, ALASKA dba MUNICIPAL LIGHT & POWER By:4 ¥ ; Mure pal Manager SUBSCRIBED AND SWORN TO before me this ag7%day of ,1985 last written. y i My Commission Expires:2457 CHUGACH ELECTRIC ASSOCIATION, INC. General Manager OD SUBSCRIBED AND SWORN TO before me this /¢4 day of ,1985 last written.oe.Gyusliansor)Notary Public,State o askaMyCommissionExpires://-8-5% -40- CHUGACH ELECTRIC ASSOCIATION, INC,By:Ohne ay MtgeU_<sa President of the Board SUBSCRIBED AND SWORN TO before me this pvt day ofWeromLex-,1985 last written.sO Notary Public,State of AlaskaMyCommissionExpires://-7-&& CHUGACH ELECTRIC ASSOCIATION, INC. By:ma Mt.Soe fh. Vice-President of the Board 0 SUBSCRIBED AND SWORN TO before me this /44 V4)day of,1985 last written. Notary Pablo”State +pdMyCommissionExpires://-%et BANKS,ALASKA ITATIES SYSTEM 1erry MANAGER/(Title) SUBSCRIBED AND SWORN TO before me this 19 Lk,day ofLeethaw,1985 last written. Notgrvy Public,Stat¢of Alaska My Commission Expires:/9-/7-37 -41- GOLDEN VALLEY ELECTRIC ASSOCIATION,INC, ”LeWu (Title)@) SUBSCRIBED AND SWORN TO before me this [7 day ofDerpyber,1985 last written. ¢U Notary Pu State of AlaskaMyCommissionExpires:My Commission Expires:January 11,1987 ALASKA ELECTRIC GENERATION and (Title) SUBSCRIBED AND SWORN TO before me this /7*4 day of\Decem ben ,1985 last written. -42- ADDENDUM NO.1 TO THE ALASKA INTERTIE AGREEMENT RESERVE CAPACITY AND OPERATING RESERVE RESPONSIBILITY This Addendum No.1 is made this 23-4 day of Deconba 1G»4984;by the Utility Participants,THE MUNICIPALITY OF ANCHORAGE,ALASKA,d.b.a.MUNICIPAL LIGHT &POWER;CHUGACH ELECTRICASSOCIATION,INC.;THE CITY OF FAIRBANKS,ALASKA,MUNICIPAL UTILITIES SYSTEM;GOLDEN VALLEY ELECTRIC ASSOCIATION,INC.; and ALASKA ELECTRIC GENERATION AND TRANSMISSION COOPERATIVE, INC.,signatories to the Alaska Intertie Agreement,datedDetomhor-23.»1985,hereinafter referred to as "Agreement".Thesignatorypartiesarehereinafterreferredtoas"UtilityParticipants". WITNESSETH WHEREAS THE MUNICIPALITY OF ANCHORAGE,ALASKA,d.b.a.MUNICIPAL LIGHT &POWER;CHUGACH ELECTRIC ASSOCIATION,INC.;THE CITY OF FAIRBANKS,ALASKA,MUNICIPAL UTILITIES SYSTEM;GOLDEN.VALLEY ELECTRIC ASSOCIATION,INC.;and ALASKA ELECTRIC GENERATION AND TRANSMISSION COOPERATIVE,INC.are all Utility Participants and signatories to the Alaska Intertie Agreement;and WHEREAS the ALASKA POWER AUTHORITY is a Participant and signatory to the Alaska Intertie Agreement;and WHEREAS the signatories to the Alaska Intertie Agreement desire to have a separate agreement involving only Utility Participantswithreserverequirementresponsibilityontheinterconnected system; NOW THEREFORE,the Utility Participants agree as follows: ARTICLE A Reserve Capacity Section A-1.1 A-1.1.1 Each Utility Participant expects and is expected to maintain utility responsibility for its own load and,as a part of such responsibility,shall maintain or otherwise provide for annually,Accredited Capability in an amount equal to or greater than its maximum System Demand for suchyearplussuchUtilityParticipant's ReserveCapacityObligation,as set forth in Subsection A-1.1.2 of this Section. A-1.1.2 The Reserve Capacity Obligation of a Utility Participant,for any year,shall initially be Addendum No.1 -1 of 8 A-1.1.3 Section B-2.1 B-2.1.1 B-2.1.2 Section B-2.2 B-2.2.1 equal to thirty (30)percent of the projectedAnnualSystemDemandofthatUtilityParticipant.The Reserve Capacity Obligation of the Participants may be adjusted from time to time by the Operating Committee. The Operating Committee may determine the annual Accredited Capability for each Utility Participant. ARTICLE B Responsibility for Operating Reserve Operating Reserve Each Utility Participant shall provide Spinning Reserve and Non-Spinning Reserve as required by Section B-2.2 of this Article equal to or greater than the Operating Reserve Obligation of the Participant.As soon as practicable,but not to exceed four hours,after the occurrence of an incident which uses Operating Reserves,each Utility Participant shall restore its Operating Reserve Obligation by the procedures determined by the Operating Committee. The Operating Reserves,Operating ReserveObligationandUtilityParticipant's Allocationmaybemodifiedoradjustedfromtimetotimeby the Operating Committee. Total Operating Reserve Obligation The Total Operating Reserve Obligation at any time shall initially be an amount equal to 150 percent of the capability of the largest generating unit contingency in operation on the interconnected systems of the Utility Participants. B-2.2.1.1 The Spinning Reserve portion of the total Intertie System shall not be less than an amount equivalent to 100 percent of the Declared Capability of the largest generating unit contingency in operation on the interconnected systems of the Utility Participants.The Declared Capability will be as determined by the Utility Participant. B-2.2.1.2 The balance of the Total Operating Reserve Obligation shall be maintained with Non-Spinning Reserve. Addendum No.1 -2 of 8 B-2.2.2 B-2.2.3 Section B-2.3 B-2.3.1 Section B-2.4 B-2.4.1 Generating unit capability for Operating Reserves shall be determined by the following criteria: a.It shall not be less than the load on the machine at any particular time nor greater than (b)below. b.It shall not exceed that maximum amount of load (MW)that the unit is capable of continuously supplying for a two-hour period, or immediately supplying through action of automatic governor controls. The criteria specified in this section may be modified or changed by the Operating Committee. Utility Participant's Allocation of Operating Reserves The Operating Reserve Obligation of a Utility Participant shall be that percentage of the Total Operating Reserve Obligation determined by the Operating Committee in accordance with thefollowingformulabasedonthecapabilityof largest generating unit contingency in operation at each Utility Participant. B-2.3.1.1 Individual Utility Participant Reserve Allocation Formula IOR =TOR x Us/Ut IOR =Individual Utility Participant Operating Reserve Requirement TOR =Total Operating Reserve Requirement Us =A Utility Participant largest on-line generation unit capability Ut =Sum of each Utility Participant's Us Operating Reserve Calculation System Spinning Reserve shall be calculated at anygiveninstantasthedifferencebetweenthesumofthenetcapabilityofallgeneratingunitsonline in the respective system and the integrated Systems Demand of the system involved. Addendum No.1 -3 of 8 B-2.4.2 B-2.4.3 B-2.4.4 B-2.4.5 B-2.4.6 B-2.4.7 A Utility Participant's Spinning Reserve may besatisfiedbyanautomaticallycontrolledloadsheddingprogram.The load shedding program shall assure that controlled load can be dropped to meet the requirements of Spinning Reserve and in such amannerastomaintainsystemstabilityandnotcauseobjectionablesystemconditionsorcascadingeffectsinotherUtilityParticipants'systems. The Operating Committee shall review and approvetheUtilityParticipant's load shedding program that will be used to satisfy its Spinning Reserve requirements. The Operating Committee may establish procedures to assure that the Operating Reserve is available on the systems of the Participants at all times. Whenever a Participant is unable to meet its Operating Reserve Obligation,that UtilityParticipantwillimmediately,within two hours, advise all other Utility Participants and make arrangements to restore its Operating Reserve Obligation. Prudent Utility Practices shall be followed in distributing Operating Reserve,taking intoaccounteffectiveutilizationofcapacityinan emergency,time required to be effective, transmission limitations and local area requirements. A Participant may arrange for one or more otherUtilityParticipantstosupplypartorallofits Operating Reserve requirement. In an emergency,any Utility Participant,upon request by another Utility Participant,shall supply to such requesting Utility Participant part or all of its Operating Reserve up to the full amount of its Available Accredited Capability.A Utility Participant experiencing an emergency is not required to maintain its Operating ReserveObligation.There shall be no obligation of aUtilityParticipanttosupplyOperatingReserveiftherequestingUtilityParticipantisnotmaking full use of its Available Accredited Capability. Except as otherwise agreed,a Utility ParticipantsupplyingaportionorallofanotherUtilityParticipant's Operating Reserve during any month shall be paid by the purchasing UtilityParticipantanamountequaltowhicheverisgreaterofthefollowing: Addendum No.1 -4 of 8 B-2.4.8 B-2.4.7.1 110 percent of the Incremental Cost of supplying such service;or B-2.4.7.2 The Incremental Cost of supplying such service plus one-half of the overall savings involved in such transaction, which overall savings shall be equal to the difference between the Incremental Cost of the selling Utility Participant and the Decremental Cost of the purchasing Utility Participant. If a Utility Participant fails to provide adequate Operating Reserve,other than because of a forced outage,during any such period the deficient Participant shall pay to the other Utility Participants an amount equivalent to two times thecostavoidedbythedeficientUtilityParticipantfornotstartingand/or operating any generating unit or units which would ordinarily be used to provide adequate Operating Reserve.Should the Utility Participant not have adequate Accredited Capability to provide the Operating Reserves,it shall pay the other Utility Participants two times the cost for starting and operating the highest cost generating unit on the deficient Utility Participant's system.This payment shall be shared by the other Utility Participants in thesameproportionthattheirindividualAnnualSystemDemandistothenon-deficient UtilityParticipants'total Annual System Demand.Payments under this section B-2.4.8 of thisArticleBshallbewaivedforthefirstyearof operation of the Intertie. IN WITNESS WHEREOF,the Utility Participants have executed this Addendum No.1 to the Alaska Intertie Agreement in quintuplet by their authorized officers or representatives as of the day and year first above written. MUNICIPALITY OF ANCHORAGE, ALASKA dba MUNICIPAL LIGHT & POWERBy:biMusfedayamepA oy SUBSCRIBED AND SWORN TO before me on the . %37%_dayof'1985. Addendum No.1 -5 of 8 CHUGACH ELECTRIC ASSOCIATION, INC. General Manager-” UBSCRIBED AND SWORN TO before me on the /YY"A'dayofChumber.1985.| Notary Public,'Alask.My Commission Expires:/-2-4F CHUGACH ELECTRIC ASSOCIATION, INC. By:Once tkOmoS X President of the BoardjsUBSORIBEDANDSWORNTObeforemeonthe/7 v4.dayofa1985. Notary Public,State o a My Commission Expires :[(/-§-§5S CHUGACH ELECTRIC ASSOCIATION, INC. &Vice-President of the Board Addendum No.1 -6 of 8 SUBSCRIBED AND SWORN TO before me on the /7/V4 >aayofPeronber,»1985. Notary "dG State i Lo)My Commission Expires:/-&-S5_"ESE By: LU (Title) SUBSCRIBED AND SWORN TO before me on the OZ dayofLeerbox,,1985. men tnt C4 of Alaska My Commission Expires:/o0./7-¥7 GOLDEN VALLEY ELECTRIC ASSOCIATION,INC.wv MWA”MyCen.May.(Title NasSUBSCRIBEDANDSWORNTObeforemeonthe/G@ '_dayofMyeomber,1985. Guth.Notary Pubic)State of,Almalca ExpirenMyCommissionExpires:January11,1987 Addendum No.1 -7 of 8 ALASKA ELECTRIC GENERATION and TRANSMISSION COQ@PERATIVE,INC.se >UBSCRIBED AND SWORN TO before me on the //*%_dayofLecemQe,1985. Addendum No.1 -8 of 8 SBDWNFFWBDEXHIBIT A ALASKA INTERTIE AGREEMENT ABBREVIATIONS AND DEFINITIONS ABBREVIATIONS AMLP -Municipality of Anchorage,Alaska d.b.a., Municipal Light and Power APAdm -Alaska Power Administration APA -Alaska Power Authority CEA -Chugach Electric Association FMUS -Fairbanks Municipal Utilities System GVEA -Golden Valley Electric Association AEGTC -Alaska Electric Generation and Transmission Cooperative,Inc.,of which Homer Electric Association, Inc.and Matanuska Electric Association,Inc.are members. Definitions Accredited Capability of a Participant -The (a)netgeneratingcapabilityofaParticipant,plus (b)thevalueinkilowattsassignedtothatParticipant's purchases and/or firm commitments for Power fromelectricsuppliersundercontractsnowexistingor hereafter created,and minus (c)the value in kilowatts assigned to any commitment of that Participant todeliverpowertoanyelectricsupplierorsupplierspursuanttoanyvalidorderorunderseparatecontractorcontractsnowexistingorhereaftercreated.The Accredited Capability of a Participant may be determined and assigned by the Operating Committee in accordance with the provisions of this Agreement. Annual System Demand -The highest System Demandoccurringduringthe12-month period ending with the current month. Available Accredited Capability of a Participant - Accredited Capability adjusted for generating capacity out of service for maintenance or repair. Exhibit A -1 of 10 Commercial Operation -That date and time Intertie construction,testing,and energization is complete and AMLP and GVEA are initially interconnected in synchro- nous operation and supporting relaying,metering and control systems are adequate to allow reliable trans- mission of power and energy across the Intertie. Contract Power -Power and Energy to be available at all times during the period covered by the commitment, except that such Power and Energy may be interrupted in the event conditions arise during the period covered by the commitment which in the judgment of the supplier would require curtailment of electric service to the supplier's own system. Contract Transmission Service -A service providing for transmission of electric Power and Energy in bulk fromoneutilitythroughtheutility's transmission system providing the transmission service to another utility. This service is intended to be available at all times during the period covered by the commitment;provided however,if the transmission system involved has experienced a reduction in transmission capabilityrequiringareductionintransfers,the utilitysupplyingthetransmissionservicehastherightto notify and require the receiving utility to reduce itstransferinthesamepercentageasthereductionin transmission system transfer capability. Control Area -An interconnected system of one or more utilities which manually or automatically controls all generation to meet the total load,plus or minus thepoweritisdeliveringorreceivingfromneighboring systems. Control Area Service -Exercising operating control of the resources necessary to meet the loads within a control area on an instantaneous and continuous basis. The Participant exercising operating control for Control Area Service shall; a.Regulate generating facilities and other powerresourcestoeffectinstantaneousandcontinuous supply of the power requirements of the loads within the Control Area. b.Regulate generating facilities to assist in thecontroloffrequencyandtimecorrection. c.Monitor continuously the power flows between its Control Area and the Control Area(s)with which it is interconnected. Exhibit A -2 of 10 10. ll. 12. 13. 14. Declared Capability -The current capability of ageneratingunitwhichisnotgreaterthanthepublishedcapabilityoftheunit. Decremental Cost -The cost of fuel,operating laborandmaintenancewhichwouldhavebeenincurredto provide the Operating Reserves at any time and whichareavoidedbytheotherParticipant,including thecostofavoidingthestartingandoperatingofageneratingunitorunitsandaproportionalamountof the annual debt service on the capital investment of the highest cost (per kw)generating unit on thereceivingParticipant's system.The decremental cost of Operating Reserves shall be the total of such avoided costs to the receiving Participant.In situations where a Participant would have incurred replacement fuel costs which are higher than the cost of existing fuel supply,replacement costs shall be utilized. Decremental Energy Cost -The cost of fuel,operatinglaborandmaintenancewhichwouldhavebeenincurredto generate the next unit of Energy required at any time and which is avoided by the purchase of Energy from theotherParticipant,including the cost of avoiding thestartingandoperatingofageneratingunitorunits. The decremental cost per kilowatt hour for anyparticulartransactionshallbethetotalofsuchcosts divided by the kilowatt hours scheduled for delivery to the receiving Participant.In situations where a Participant would have incurred replacement fuel costs which are higher than the cost of existing fuel supply, replacement costs shall be used. Economy Energy -Energy that is delivered from a utility with a lower incremental production cost to a utility to displace generation at a higher incremental cost.This Energy schedule may usually be interrupted with little or no notice. Emergency Energy -Energy that is delivered to autilitywhichdoesnot,as a result of a Forced Outage, have sufficient generating capacity,either on its own system or arranged for from other utilities,to carryitscustomerloadresponsibility. Emergency Outage (Forced Outage)-Any unanticipated,unscheduled outage of generating or transmission facilities for other reasons than planned maintenance. Such outage classification shall not exceed a period of four hours. Exhibit A -3 of 10 15. 16. 17. 18. 19. 20. 21. Energy (Electric)-As commonly used in the electric utility industry,electric energy means kilowatt hours (kwh). Incremental Cost -The cost of fuel,operating labor,maintenance and a proportional amount of the annual debt service on the capital investment of the next generating unit that would be used to provide therequiredcapabilityandEnergy.It shall include the cost of starting and operating any generating unitrequiredtoprovidesuchEnergy.The incremental cost of supplying Operating Reserve shall be the total of such costs for the period of time involved.In situations where a Participant will incur replacementfuelcostswhicharehigherthanthecostofthe existing fuel supply,replacement costs shall be used. Incremental Energy Cost -The cost of fuel,operatinglaborandmaintenancetogeneratethenextunitof Energy required at any time,including the cost of starting and operating any generating unit which must be started as a result of supplying such Energy.Theincrementalcostperkilowatthourforanyparticulartransactionshallbethetotalofsuchcostsdividedbythekilowatthoursscheduledfordeliverytothe receiving Participant.In situations where a Participant will incur replacement fuel costs which are higher than the cost of existing fuel supply, replacement costs shall be used. Interruptible Transmission Service -A service provid-ing for transmission of electric Energy in bulk fromoneutilitysystemthroughtheutility's transmission system providing the transmission service to another utility.This service is made available with the understanding that it can be curtailed or interrupted at any time with little or no notice at the discretion of the supplier. Intertie -The transmission facilities owned by or under contract to the Alaska Power Authority intercon- necting the Northern Group with the Southern Group. Intertie Point of Interconnection -The Midpoint of the Intertie transmission line between the Healy SubstationandDouglasSubstation,which is also the point ofinterconnectionbetweenAMLP's and GVEA's'Control Areas. Intertie Operators -The operators at the control centers of AMLP and GVEA,which are the utilities that have operational responsibility for the Intertie. Exhibit A -4 of 10 22. 23. 24. 25. 26. 27. 28. 29. 30. 31. 32. 33. Intertie System -The Participants of the Alaska Intertie Agreement functioning as an interconnected electrical system. Intertie Transaction -Transfer of electric energy or a commitment to provide reserve capacity between the utilities signatory to the Alaska Intertie Agreement in the Northern Group and the Southern Group using the Intertie. Midpoint of the Intertie -The midpoint of the IntertieisatstructureNo.382.The structure is Type E,a 45°L,three-guyed deadend structure.It is locatedapproximately84.6 miles from the initiation point attheDouglasSubstation. MITCR -Minimum Intertie Transfer Capability Rights discussed in Article 7. Net Generating Capability -That amount of kilowatts,less station use,that all the generating facilities of a system could normally supply simultaneously under criteria established by the Operating Committee.The capability of the generating units which are tempo-rarily out of service for maintenance or repair shallbeincludedintheNetGeneratingCapability. Non-Spinning Reserve -All unloaded generating capabil-ity not meeting the Spinning Reserve criteria that canbemadefullyeffectivein45minutes. Northern Group -FMUS,GVEA. Operating Committee -The committee established byArticle9ofthisagreement. Operating Reserve -The sum of Spinning =andNon-Spinning Reserves. Operating Reserve Obligation -That amount of SpinningReserveandNon-Spinning Reserve which a Participant is obligated under the terms of this Agreement to provideforthepurposeofmaintainingcontinuityofservice. Planned Maintenance -Any anticipated and scheduled outage of generating or transmission facilities that isplannedinadvanceoftheequipmentbeingremovedfrom service. Participant -Any entity which is a Participant to this Agreement. Exhibit A -5 of 10 34, 35. 36. 37. 38. 39. 40. Power (Electric)-The time rate of generating,trans-ferring or using electric Energy,usually expressed inkilowatts. Prudent Utility Practices -Prudent Utility Practicesataparticulartimemeansanyofthepractices,methods and acts which,in the exercise of reasonable judgment in light of the facts known at the time the decision was made,would have been expected toaccomplishthedesiredresultatthelowestreasonablecostconsistentwithreliability,safety andexpedition,including but not limited to the practices,methods and acts engaged in or approved by asignificantportionoftheelectricalutilityindustrypriorthereto.In applying the standard of Prudent Utility Practices to any matter under the Agreement,equitable consideration should be given to the circumstances,requirements and obligations of each of the Participants,and the fact that the Participantsarecooperatives,public corporations,or politicalsubdivisionsoftheStateofAlaskawithprescribed statutory powers,duties and responsibilities.It is recognized that Prudent Utility Practice are not in- tended to be limited to the optimum practices,methods or acts to the exclusion of all others,but rather is a spectrum of possible practices,methods or acts which could have been expected to accomplish the desired result at the lowest reasonable cost consistent with reliability,safety and expedition.Prudent UtilityPracticesincludedueregardformanufacturers' warranties and the requirements of governmental author- ities having jurisdiction. Reserve Capacity -The excess in kilowatts of a system's Net Generating Capability over its maximum System Demand for any period. Reserve Capacity Obligation -The capacity which a Participant is obligated to reserve and use for the purpose of maintaining continuity of service. Scheduled Outage -Any outage of generating or trans- mission facilities which is scheduled in advance to be out of service. Southern Group -AMLP,CEA,AEGTC,APAdm. Spinning Reserve -The amount of unloaded generatingcapabilityofaParticipantconnectedtoand synchronized with the interconnected system of theParticipantsandreadytotakeload.Spinning Reserveallocationtoanygeneratorshallnotexceedtheamount Exhibit A -6 of 10 of generation increase that can be realized immediately from normal governor control. 41.System Demand -That number of kilowatts which is equaltothekilowatt-hours required in any clock hour, attributable to Energy required during such hour forsupplyofEnergytoasystem's consumers,includingsystemlosses,and also including any wheeling losses occurring on other systems and supplied for trans- mission of such Energy,but excluding generating station uses and excluding wheeling losses supplied by another system. 42.Total Operating Reserve Obligation -That amount of Spinning Reserve and Non-Spinning Reserve of the Participants collectively required to maintain conti- nuity of service. 43.Transmission Service -Service provided by the use of the transmission system of a Participant directlyconnectedtotheIntertieforwheelingofpowerand energy through its system for another Participant. 44,Transmission Service Facilities -The integrated transmission facilities of the transmitting utility, excluding power plant step-up transformation and radial lines to loads or generators. 45,Utility Participant -Any Participant other than APAuntilAPAbecomesaUtilityParticipantunderArticle4 of the Agreement. ALASKA POWER AUTHORITY Approved as to form: « Office of the Attorney General "Behe bicdor(Title)UBSCRIBED AND SWORN TO before me this 23d day of ,1985 last written. Exhibit A -7 of 10 MUNICIPALITY OF ANCHORAGE, ALASKA dba MUNICIPAL LIGHT & POWER ce By: (Title) SUBSCRIBED AND SWORN TO before me this 3??Cday of ,1985 last written. Muwie al Plawagen. CHUGACH ELECTRIC ASSOCIATION, INC. By:Ko General ManagerSUBSCRIBEDANDSWORNTObeforemethisVie dayof,1985 last written. Notary Public,State of AlaskaMyCommissionExpires:/-f-§f CHUGACH ELECTRIC ASSOCIATION, INC. By:O\ee PDE]as i President of the Board eho.AND SWORN TO before me this pv dayofVeogantt,1985 last written. Exhibit A -8 of 10 Notary Public,State of AlaskaMyCommissionExpires:L-5-5 CHUGACH ELECTRIC ASSOCIATION, INC. By:s j2cyh sos "Zorecech Vice-President of the board SUBSCRIBED AND SWORN TO before me this [7 day of ,1985 last written. Notary Public,State of AlaskaMyCommissionExpires://-§-66 CITY OF FAIRB S,ALASKA IES SYSTEM ITY MANAGER /(Title) Exhibit A -9 of 10 SUBSCRIBED AND SWORN TO before me this _/g&k dayofLecemdany,1985 last written. Notary Pu ric,tate o aska My Commission Expires:/o-/7-y¥7 GOLDEN VALLEY ELECTRIC ASSOCIATION,INC. »Suid sh SUBSCRIBED AND SWORN TO before me this /4£*4 dayofLott,1985 last written. Myint CatheNotaryPuldicyState of AlaskaMyCommissionExpires:My Commission Expires:January TT,1987 ALASKA ELECTRIC GENERATION and TRANSMISSION COOPERATIVE,INC. |- '(Title) 9 FUBSCRIBED AND SWORN TO before me this 7%dayof»1985 last writ en.: Exhibit A -10 of 10 ALASKA INTERTIE AGREEMENT EXHIBITB INTERTIE FACILITIES DIAGRAM rit ia v7 as?34.5KV y OWNERSHIP OF INTERTIE FACILITIES I i as 7 wre boutj'TOT TT as 2peebg..Ko >CYA LIME!i i Gory CIRCUIT ML 2 rtmpidft:OA LINE sey cineuitwa,|os eee ee1!walovea &Vices ee edesvsecsesersnnnennsncoreed'OLDHILL \LEGEND 1 omwemome BOUNDARY OF APA INTERTIE FACILITIES |cceocescescee,BOUNDARY OF FACILITIES OWNED |eon BY PARTICIPATING COMPANIES \vvvneereceeees APA LINE \--=-= GVEA LINE1memoueMEA!prrenenmenireeyTmemeemememeyLanaaggenzytiieaean pict meemeatyeneea tantejseT78sreEDENoa.2 1 Ftcore st,:°\y H *FEEDER 4Pettfueraih seers eeiSayas;1 zee ve :Ze sy Min BA :agutmictoethusouck CANTWELL .aHEALY<3ou.Load ° MIDPOINT OF INTERTIE commen ze any ¢ AMLEP iP 8= "a b peeee seem eesi!! apa MEA deorg 1 O-FeCpen wmseme-i $2]Ceretoea ma,2 T15ky LISKY -FtPPPPPetterrconne +!|s Com FEEDER a,3;10 aNDERSOW MoRAE 10 WEANING t !Torsurat 1 r 1 274% a Wie pea04 -3 +_ppainea wll ss 4 Bi DOUGLASPoole,#{f ! >'fa . |TK !hc cenaeeeCALLAPA eee d ae rire TEELAND EXHIBIT B-1 of 2 1. 2. 0 0 EXHIBIT C ALASKA INTERTIE AGREEMENT TRANSMISSION SERVICE RATES The Transmission Service Rates shall be developed in accordance with the rate formulas provided in Section 2 of this Exhibit C.Such Transmission Service Rates shall be developed using the most recent test period approved for rate making purposes.The formulas as provided in this exhibit shall remain in effect until changed by the Participants to the Intertie Agreement. Transmission Service Rate Formulas 2.1 Calculation of the Interruptible Transmission Service Rate shall be in accordance with the following rate formula and the definitions in Section 2.3 of this Exhibit C. 2.1.1 Interruptible Transmission dt+e Service Rate (¢/kwh)formula=a+b+t+et+4 f 2.2 The Contract Transmission Service Rate will be a two part rate:(1)an energy rate and (2)a demand rateandbecalculatedinaccordancewiththefollowingrate formulas and the definitions in Section 2.3 of this Exhibit C. The demand rate formula is developed as an annual rate. For periods less than a year,the rate shall beproportionallyreduced. 2.2.1 Contract Transmission Service Rate formulas: 2.2.1.1 Energy Rate (¢/kwh)=atbte 2.2.1.2 Annual Demand Rate =dt+e g($/kw) 2.2.1.3 Monthly Demand Rate =dte($/kw)IZ¢ 2.3 Transmission Service Rate Definitions a="Operating and Maintenance Expenses"(O &MExpenses)shall be those expenses defined in the Exhibit C -1 of 6 Federal Energy Regulatory Commission (FERC) Uniform System of Accounts that are associated with the transmission facilities used in providingtheinvolvedTransmissionService.The accounts to be used in the appropriate proportions to determine the Transmission Service Rate are as follows: 556 System control and load dispatching 560 Operation supervision and engineering 561 Load dispatching 562 Station expenses 563 Overhead line expense 564 Underground line expense 566 Miscellaneous transmission expense 567 Rents 568 Maintenance supervision and engineering 569 Maintenance structures 570 Maintenance of station equipment 571 Maintenance of overhead lines 572 Maintenance of underground lines 573 Maintenance of miscellaneous transmission plant Administrative and General Expenses"(A &G Expenses)shall be those expenses defined in the Federal Energy Regulatory Commission (FERC) Uniform System of Accounts that are associated with the transmission facilities used in providing the involved Transmission Service.The accounts to be used in the appropriate proportions to determine the Transmission Service Rate are as follows: 920 Administration and general salaries 921 Office supplies and expenses 923 Outside services employed 924 Property insurance 925 Insurance and damages 926 Employee pension and benefits 930.2 Miscellaneous general expense 932 Maintenance of general plant "Tax Expenses"shall be those tax expenses defined in the Federal Energy Regulatory Commission Account 408.1 directly associated with the transmission facilities used in providing the Transmission Service other than income taxes. "Depreciation Expense"shall be the annual Exhibit C -2 of 6 depreciation expenses defined in Federal EnergyRegulatoryCommissionAccount403and407thatare associated with the transmission facilities used in providing the Transmission Service. "Capital Costs''shall be the annual interestexpensesdefinedinFederalEnergyRegulatoryAccount427onthetransmissionplantofall capitalized costs associated with the transmissionfacilitiesusedinprovidingtheTransmission Service. "Kilowatt hours"shall be the total annual kilowatt hours at transmission system input to be transferred by the transmission facilities used inprovidingtheTransmissionServiceforthetestperiodreferredtoinsection1.0 of this Exhibit Cc. "Kilowatts of transfer capacity"shall be the peak load in kw on the transmission facilities providing the Transmission Service for the testperiodreferredtoinsection1.0 of this Exhibit C. MUNICIPALITY OF ANCHORAGE,ALASKA dba MUNICIPAL LIGHT AND POWER ac By: l Ch- Title) »1985 last written.y SUBSCRIBED AND SWORN TO before me this ng 7@Hday of ALASKA POWER AUTHORITY .pel Dlg£Zt Di featsgeetee Exhibit C -3 of 6 Dorado ees AND SWORN TO before me this zz day of,1985 last written.;| uy ublic,'Stdte QFayRupeExres:€ CHUGACH ELECTRIC ASSOCIATION, INC. flat DtsGeneralabeL AH9»1985 last written.Lo Upichnsn) Notary Public,State of AlaskaMyCommissionExpires://-f-¢F y ;SUBSCRIBED AND SWORN TO before me this (74p day of CHUGACH ELECTRIC ASSOCIATION, INC. By:ere a?fig -[i]Vv "YY President of the Board SUBSCRIBED AND SWORN TO before me this YR day ofUh»1985 last written.richinen,)Notare Public,State of AlaskaMyCommissionExpires:/-£&S CHUGACH ELECTRIC ASSOCIATION, INC. By:Cpaceeh wat Joereiche- Vice-President of the Board Exhibit C -4 of 6 ,1985 last written.Werembor 19 AND SWORN TO before me this JI say of otary Public,State o AlaskaMyCommissionExpires:/-GE ANKS,ALASKA ILITIES SYSTEM /CITY MANAGER '(Title) SUBSCRIBED AND SWORN TO before me this "YZ day of1985lastwritten. No y Pu lic,State of Alaska My Commission Expires:/g6 /7_-¥7 GOLDEN VALLEY ELECTRIC ASSOCIATION,INC.Ac]By:WN A.U,Crew.Mase (Title)G SUBSCRIBED AND SWORN TO before me this /G@%4 day ofAonrnber,1985 last written. Notaty Pu c,{/ptate oMyCommissionxpires:My Commission Pxpitos-Tsanvaryth 198 Exhibit C -5 of 6 ALASKA ELECTRIC GENERATION and TRANSMISSION COOPERATIVE,INC. (Title)- SUBSCRIBED AND SWORN TO before me this he day of\Decemden ,1985 last written. Exhibit C -6 of 6 EXHIBIT D Minimum Intertie Transfer Capability Rights Determination Minimum Intertie Transfer Capability Rights (MITCR)for the Utility Participants for the years 1985-86,1986-87,and 1987-88 will be as set out below. Annual System Demand (mw) (June Ist -May 31st) Three Year 1981-82 1982-83 1983-84 Average AMLP 114 121 127 120.67 121 MW CEA 214.6 223 224.4 220.37 220 MW AEGTC 134.6 149.3 156.6 146.8 147 MW Southern Group Utility Participants Total 486 MW FMUS 26.5 28.2 28.2 27.6 28 MW GVEA 67.9 72.2 74.6 71.56 72 MW Northern Group Utility Participants Total 100 MW The following table lists the percentages by which Intertie usewillbeallocatedifthereisaconflict. AMLP 121 =248 =.25 488 CEA 220 =-450 =.45 488 FMUS 28 =28 =.28 GVEA 72 =72 =.72 100 AEGTC 147 =301 =.30 488 EXHIBIT D -1 of 4 Minimum Intertie Transfer Capability Rights (MITCR)of eachUtilityParticipantfortheyears1985-86,1986-87 and 1987-88 issetoutbelowbasedontheIntertieTransferCapabilityof70mw. Utility Participant's Minimum Intertie Transfer Capability Rights AMLP 25 X 70 mw =17.5 mw CEA -45 X 70 mw =31.5 mw FMUS .28 X 70 mw =19.6 mw GVEA ./2 X 70 mw =50.4 mw AECTC 30 X 70 mw =21.0 mw 140.0 mw LL AUTHORYTYBYLD Exeutive beech (Title) SUBSCRIBED AND SWORN 230 day of(boi,1985.,yy - CITY OF PAI S,ALASKA MUNICIPAL IfITIES SYSTEM BY iain CITY MANAGER (Title) SUBSCRIBED AND SWORN TO before me this _/g@s%day ofLecela,__,1985. Notar ublic,State of Alaska My Commission Expires:sg -/7.4%7 EXHIBIT D -2 of 4 MUNICIPALITY OF ANCHORAGE, ALASKA dba MUNICIPAL LIGHT & POWER BY ANA fj A SUBSCRIBED AND SWORN TO before me this 2%day ofLecend,1985./)Lipest ic,State of Alaska ission Expires:ZAKS GOLDEN VALLEY ELECTRIC AhBYwh G/ -S{ SUBSCRIBED AND SWORN TO before me this lon"day ofDecowya,1985.e «¢ My CommisSion Expires: January 11,1987 - CHUGACH ELECTRIC ASSOCIATION,INC. General Manager vf . Dy SUBSCRIBED AND SWORN TO before me this L7-day of1985.-¢} Notary Public,State of AlaskaMyCommissionExpires:/A §-£& EXHIBIT D -3 of 4 CHUGACH ELECTRIC ASSOCIATION,INC. / President of the Board 195 som 5p Setowe ap ee,LIA aay "1986. 'Notary Public,State of AlaskaMyCommissionExpires://-S -&6- CHUGACH ELECTRIC ASSOCIATION,Ic, © BY eg fam Vice-President of the Boerd SUBSCRIBED AND SWORN TO before me this /74 "day.of .,1985.yy.5 vo otary Public,State o askaMyCommissionExpires://-§¥-££ ALASKA ELECTRIC GENERATION and ECE.£z ' State of Ala My Commission Expires:LAL EF J ¢ EXHIBIT D -4 of 4 Record Capy es File #AvE |Pao 4-12 ©State of AlaskaINSteveCowper,Governor Alaska Energy Authority A Public Corporation February 6,1990 TO:Distribution Dear Signatories to the Alaska Intertie Agreement: Attached for your record is an executed original Amendment No.1 to the Alaska Intertie Agreement Article 17 -Insurance and Liability. Singeraly4,Zh eeSonaldL.Shira,DirectorFacilitiesOperations&Engineering JB:DLS:tlj Attachment as stated. cc:Ron Saxton,Lindsay,Hart,Neil &Weigler,w/attachment Don Hitchcock,Division of Risk Management,w/attachment Brent N.Petrie,Alaska Energy Authority,w/attachment Intertie Operating Committee Members,w/attachment: John Cooley,Municipal Light &Power Tom Lovas,Chugach Electric Association Sam Mathews,Alaska Electric Generation &Transmission Cooperative Jim Hall,Alaska Electric Generation &Transmission Cooperative Marty Lanum,Fairbanks Municipal Utilities System Robert Orr,Golden Valley Electric Association DISTRIBUTION: Thomas R.Stahr,Municipal Light and Power ave le ofDavidHighers,Chugach Electric Association,Inc.COTS?V.M.Gillespie,Fairbanks Municipal Utilities System agrees amend rllMichaelKelly,Golden Valley Electric Association AER ong @ mendneat aifacKenLancaster,dJr.,Alaska Electric Generation and (copy"b Marlys)Transmission Cooperative Contracts =PO.BoxAM Juneau,Alaska 99811 (907)465-3575 X PO.Box 190869 701 EastTudor Road Anchorage,Alaska 99519-0869 (907)561-7877 7606/1041(1) DISTRIBUTION LIST ALASKA INTERTIE AGREEMENT SIGNATORIES Amendment No.1 February 6,1990 Mr.Thomas R.Stahr Municipal Light &Power 1200 East First Avenue Anchorage,Alaska 99501 Mr.David Highers Chugach Electric Association,Inc. P.O.Box 196300 Anchorage,Alaska 99519-6300 Mr.Ken Lancaster,dr. Alaska Electric Generation & Transmission Cooperative P.O.Box 169 Homer,Alaska 99603 Mr.V.M.Gillespie Fairbanks Municipal Utilities System Box 2215 Fairbanks,Alaska 99707 Mr.Michael Kelly Golden Valley Electric Association Box 1249 Fairbanks,Alaska 99707 AMENDMENT NO.1 TO THE ALASKA INTERTIE AGREEMENT ARTICLE 17 -INSURANCE AND LIABILITY This.Amendment No.1 is made this 24th day of January '19862 %by the Participants,ALASKA POWER AUTHORITY;public corporation oftheStateofAlaska("APA");the MUNICIPALITY OF ANCHORAGE,ALASKA, d/b/a MUNICIPAL LIGHT &POWER;CHUGACH ELECTRIC ASSOCIATION,INC.;THE CITY OF FAIRBANKS,ALASKA,MUNICIPAL UTILITIES SYSTEM;GOLDEN VALLEY ELECTRIC ASSOCIATION,INC.;and ALASKA ELECTRIC GENERATION AND TRANS- MISSION COOPERATIVE,INC.,signatories to the Alaska Intertie Agreement, dated December 23 ,198Y>hereinafter referred to as "Agreement". The signatory parties are hereinafter referred to as "Participants.” WITNESSETH WHEREAS THE MUNICIPALITY OF ANCHORAGE,ALASKA,d/b/a MUNICIPAL LIGHT & POWER;CHUGACH ELECTRIC ASSOCIATION,INC.;THE CITY OF FAIRBANKS, ALASKA,MUNICIPAL UTILITIES SYSTEM;GOLDEN VALLEY ELECTRIC ASSOCIATION, INC.;and ALASKA ELECTRIC GENERATION AND TRANSMISSION COOPERATIVE,INC. are all Utility Participants and signatories to the Alaska Intertie Agreement;and WHEREAS the ALASKA POWER AUTHORITY is a Participant and signatory to the Alaska Intertie Agreement;and WHEREAS the signatories to the Alaska Intertie Agreement desire to have Article 17 amended; NOW THEREFORE,the Participants agree as follows: ARTICLE 17 Insurance and Liability Section 17.1 Insurance During the term of this Agreement,each Participant shal} purchase and maintain insurance with a carrier or car- riers satisfactory to the Operating Committee and the Alaska Power Authority covering injury to persons or property suffered by any Participant or a third party,as a result of errors,omissions,or operations which arise both out of and during the course of this contract by the Participant or by any of its subcontractors.The cover- age shall also provide protection against injuries to all employees of the Utility Participant and the employees of any of its subcontractors engaged in work under this Agreement.If approved by the Operating Committee and the Alaska Power Authority,a Participant may qualify for certain levels of self-insurance.Any such undertaking to self-insure will be furnished to the Operating *now Alaska Energy Authority 4242/0038/(1)Amendment No.1 Section 17.2 17.2.1 4242/DD38/(2) Committee and the Alaska Power Authority before beginning operations under this Agreement.As an additional alternative,Group policies shall be acceptable under Section 17.2 of this Agreement if such policies meet the expressed coverage requirements individually and collec- tively for the signatories of this Agreement.Any other alternative allowed under Sections 17.2 must provide jdentical or better limits of coverages required for each of the exposures,as specified in that Section 17.2. Types of Insurance The following insurance must be provided by each Partici- pant to cover those operations of the Participant per- formed under this Agreement: Worker's Compensation Insurance:Each Participant shall provide and maintain,for all employees of the Partici- pant engaged in work under this Agreement,Worker's Compensation Insurance as required by AS 23.30.045. Statutory worker's compensation coverage may be provided through purchase of insurance,self-insurance or a combination of both.A self-insurance program must provide a high level of statutory excess over the self- insured level.The Participant is responsible for Worker's Compensation Insurance for any of its subcon- tractors who directly or indirectly provide services under this Agreement.Each insurance policy must in- clude: (a)Statutory coverage for states in which employees are engaging in work; (b)Employer's Liability Protection of not less than $500,000 per occurrence; (c)Broad Form All States Endorsement; (d)Coverage as required by all State and Federal Acts where applicable; The Worker's Compensation Insurance policy shall contain a waiver of subrogation in favor of the other Partici- pants.Any Participant who is self-insured hereby waives subrogation in favor of the other Participants. A Participant may self-insure for Worker's Compensation Insurance up to the maximum filed and approved with the State Department of Labor. A copy of the insurance policies and/or descriptions of self-insurance program will be furnished to the Operating Committee and the Alaska Power Authority on February 1 of each year. Amendment No.1 17.2.2 4242/DD38/(3) Comprehensive General Liability Insurance:Each Partici- pant shall purchase and maintain comprehensive general liability insurance subject to the following limits of liability: (a)Bodily Injury and Property Damage Liability of a minimum of $5,000,000 Combined Single Limits each occurrence and affording insurance for Premises- Operations,Owners and Contractors'Protective, Independent Contractors,Products/Completed Opera- tions,Blanket Contractual Liability,Broad Form Property Damage,and personal Injury Liability. (b)Automobile Liability Insurance covering all vehi- cles.Such insurance shall provide coverage of not less than $5,000,000 Combined Single Limit each occurrence for Bodily Injury and Property Damage Liability. (c)Owned Aircraft (if applicable)and Non-Owned Air- craft with seating capacity of five seats or less, except commercial,scheduled flights,with limits ofliabilitynotlessthan:$5,000,000 -Bodily Injury per occurrence;$1,000,000 for Passenger Liabilityperseat;and $5,000,000 for Property Damage Liabil- ity per occurrence.Coverage must include Slung Cargo exposures.If an aircraft with more than five seat capacity is used,special coverage and limits must be obtained and approved by the Operating Committee. (d)Owned Watercraft (if applicable)and Non-OwnedWatercraft(if applicable)with limits of liability not less than $5,000,000 per single occurrence as provided in the "In Rem Endorsement"under "Maritime Coverage B." If approved by Operating Committee and the Alaska Power Authority,a Participant may self-insure any or all oftherequiredcoveragesina),b),c),and d)above. Participants intending to pursue this alternative cover- age must provide proof of solvency to be approved annual- ly by the IOC and the Alaska Power Authority.The IOC and the Power Authority shall establish the guidelines to insure such solvency.Members who have in place approved alternative coverage shall notify the IOC and the Author-ity on semi-annual basis of any fluctuation(s)that may reduce or limit their solvency as originally approved by the I0C and the Power Authority. The other Participants shall be included as additional insured as respects insurance required in this Section 17.2.2 of Article 17 and shall not by their inclusion be responsible to the insurance carrier for payment of premium therefor.These insurance policies must also Amendment No.1 Section 17.3 17.3.1 17.3.2 contain a cross liability or severability of interest endorsement. Other Insurance Coverage Requirements Each Participant will bear the cost of the required insurance.Insurance required to be maintained under this Article 17 may be maintained as part of any other policy or policies of the Participant so long as the coverage of such policy or policies is substantially the same as if such coverage were maintained under a separate policy. These policies must provide that any cancellation, non-renewal or material change be upon 30 days notice to all named insured.Each Participant must provide the Operating Committee and the Alaska Power Authority with evidence of insurance.Insurance companies,or self- insurers,shown on the certificate of insurance must have financial ratings acceptable to the Alaska Power Author- ity.Failure to furnish satisfactory evidence of insur- ance or lapse of the policy is a material breach of this Agreement. IN WITNESS WHEREOF,the Participants have executed this Amendment No.1 to the Alaska Intertie Agreement in quintuplet by their authorized officers or representatives as of the day and year first above written. Approved as to form:ALASKA POWER AUTHORITY Dia lp?Shes .Efe. fice of "he nrpeney General /)taedCite.laTitle SUBSCRIBED AND SWORN TO before me this DYday of Juan.1989 last written. v0) 4242/DD38/(4) Aviat.eulhNotaryPubli¢,Stateqf(/AlaskaMyCommissio"Expires:aaa J. Amendment No.1 SU RIBED AND SWORN TO before me on the »1989. 4 OF:YA HE y 7 y,p blic,State "OF Alaska mission Expires:S22 AG2 MUNICIPALITY OF ANCHORAGE,ALASKA CayALASKAd/b/a MUNICIPAL LIGHT &POWER &A) iy Clie(Title)4) CHUGACH E By: RIC ASSOCIATION,INC. General Manager PLASUBSCRIBEDANDSWORNTObeforemeontheinauaery,1989:7O day of EnxnteLZ.Q My Commission.Expires. CHUGACH ELECTRIC ASSOCIATION,INC. rer,Delo bg President of the Board SUBSCRIBED AND SWORN TO before me on the AVA day of,1988790Jomuouy 4242/DD38/(5) 2. Notary Pdéblié,State of Alas My Commission Expires: Amendment No.1 LID CHUGACH ELECTRIC ASSOCIATION,INC. By:=)LD ZaVice-President of the Board SUBSCRIBED AND SWORN TO before me on the DIVA day ofJanuaas4,1985790 Not ib Nex te of AlotaryFruateo askaV1fo2MyCommissionExpires:_7 CITY OF FAIRBANKS,ALASKA MUNICIPAL UTILITIES SYSTEM By:eee OC” ttle - SUBSCRIBED AND SWORN TO before me on the tT day of ,19 2H ag ite of AlaskaMyCommissipires:/-<PO-GR GOLDEN VALLEY ELECTRIC ASSOCIATION, INC.: By:WA.LL Michael P.Kelly fT day ofAreeheANDSWORNTObeforemeonthe,1989. Notafy Public,State df AlaskaMyCommissionExpires:/2-27-72. 4242/DD38/(6)Amendment No.1 ALASKA ELECTRIC GENERATION and TRANSMISSION COOPERATIVE,INC. SUBSCRIBED AND SWORN TO before me on the QI™day of ,1989. NJ Q Notary Public,State of AldskaMyCommissionExpires:7-73 4242/0D38/(7)Amendment No.1