HomeMy WebLinkAbout2020-10-23 BPMC Agenda and docsBRADLEY LAKE PROJECT MANAGEMENT COMMITTEE (BPMC)
SPECIAL MEETING AGENDA
Friday, October 23, 2020
Immediately following IMC Meeting at 9:00 AM
To participate dial 1-888-585-9008 and when prompted, enter code 624-926-808# 1. CALL TO ORDER 2. ROLL CALL FOR COMMITTEE MEMBERS 3. PUBLIC ROLL CALL 4. PUBLIC COMMENTS 5. AGENDA APPROVAL 6. NEW BUSINESS A. BPMC Consent to Assignment of Power Sales Agreement – ML&P/Chugach Transaction (4 documents): Gibson Assignment & Assumption Agreement
Resolution 20-04
Attachment 1 - Resolution20-04
Attachment 2 - Resolution20-04 7. EXECUTIVE SESSION: Discussion with BPMC Counsel on matters involving the proposed Transaction (SSQ Line) that the immediate knowledge of which could have an adverse effect on the legal position of the Committee or the Authority and would clearly have an adverse effect on the finances of the Authority or the Project. 8. MEMBERS COMMENTS 9. NEXT MEETING DATE – November 13, 2020 – Special Meeting December 11, 2020 – Regular Meeting 10. ADJOURNMENT IMC/BPMC 2020 Schedule November 13, 2020 BPMC Special Meeting December 11, 2020 BPMC Approve FY20 audit/refund IMC approve FY20 refund Public Comment Guidelines Members of the public who wish to provide written comments, please email your comments to publiccomment@aidea.org by no later than 4 p.m. one day prior to the board meeting, so your comments can be shared with board members prior to the board meeting. On the day of the board meeting when you call in, you will enter the teleconference muted. After the board roll call and agenda approval, we will ask caller to press *9 on their phones if they wish to make public comment. This will initiate the hand-raising function.
We will unmute callers individually in the order the calls were received. When an individual is unmuted, you will hear, “It is now your turn to speak.” Please identify yourself and make your public comments.
BRADLEY LAKE ASSIGNMENT AND ASSUMPTION AGREEMENT
This Bradley Lake Assignment and Assumption Agreement (“Assumption Agreement”), dated as
of October 30, 2020, is made and entered into by and between the Municipality of Anchorage, Alaska, a
political subdivision organized under the laws of the State of Alaska (“Seller”), and Chugach Electric
Association, Inc., a non-profit electric cooperative corporation organized under the laws of the State of
Alaska (“Buyer”).
WHEREAS, Seller and Buyer have entered into that certain Asset Purchase and Sale Agreement,
dated as of December 28, 2018 (as may be amended, restated, or modified from time to time, the
“Purchase Agreement”). In connection with the Purchase Agreement, Seller and Buyer wish to evidence
the assignment and assumption of the Bradley Lake Hydroelectric Project Agreement for the Sale and
Purchase of Electric Power (the "Bradley Lake PSA") dated as of December 8, 1987, among the Alaska
Power Authority, Chugach Electric Association, Inc., the Golden Valley Electric Association, Inc., the
Municipality of Anchorage, Alaska, d/b/a Municipal Light and Power, the City of Seward d/b/a Seward
Electric System, the Alaska Electric Generation & Transmission Cooperative, Inc., Homer Electric
Association Inc., and Matanuska Electric Association, Inc. Unless otherwise indicated, capitalized terms
used but not otherwise defined herein have the meanings ascribed to such terms in the Purchase
Agreement.
NOW, THEREFORE, pursuant and subject to the terms of the Purchase Agreement and in
consideration of the mutual covenants set forth below and in the Purchase Agreement, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and
Buyer agree as follows:
1. Seller hereby assigns, transfers, and delivers to Buyer all of Seller’s right, title, and
interest in, to, and under the Bradley Lake PSA, free and clear of all Encumbrances other than Permitted
Encumbrances, and Buyer hereby accepts all the right, title, interest in, to, and under the Bradley Lake
PSA and assumes the liabilities, obligations, and commitments of any nature whatsoever, asserted or
unasserted, known or unknown, absolute or contingent, accrued or unaccrued, matured or unmatured, or
otherwise of Seller arising on or after the closing of the transactions contemplated by the Purchase
Agreement (the “Closing”) under the Bradley Lake PSA and will pay any amounts due and owing from
Seller under the Bradley Lake PSA.
2. Seller and Buyer for themselves, and their successors and assigns, hereby covenant and
agree that, at any time and from time to time upon the written request of the other party, they will do,
execute, acknowledge, and deliver or cause to be done, executed, acknowledged, and delivered, all such
further acts, deeds, assignments, transfers, conveyances, powers of attorney and assurances as may be
reasonably required in order to effectuate the provisions and purposes of this Assumption Agreement, all
at the sole cost and expense of the requesting party.
3. This Assumption Agreement is being delivered pursuant to the Purchase Agreement and
will be construed consistently therewith. This Assumption Agreement is not intended to, and does not, in
any manner enhance, diminish, or otherwise modify the rights and obligations of the parties under the
Purchase Agreement.
4. This Assumption Agreement and all of the provisions hereof will be binding upon and
inure to the benefit of Seller and Buyer and their respective successors and permitted assigns.
2
5.This Assumption Agreement shall be governed by, and construed in accordance with, and
any claims brought in connection herewith shall be adjudicated under, the internal laws of the State of
Alaska.
6.This Assumption Agreement may be executed in counterparts (including by means of
facsimile or other electronic signature), each of which shall be deemed to be an original and all of which
together will be deemed to be one and the same agreement. Delivery of an executed counterpart by
facsimile or other electronic signature shall be effective as delivery of a manually executed counterpart.
7.This Assumption Agreement shall become effective upon the Closing.
[SIGNATURE PAGE FOLLOWS]
Page 1 of 3 BPMC RESOLUTION 20-04 - CONSENT TO THE ASSIGNMENT OF SHARES OF PROJECT CAPACITY AND
AMENDMENT OF BPMC BYLAWS – MANNER OF ACTING
BRADLEY LAKE PROJECT MANAGEMENT COMMITTEE
RESOLUTION NO. 20-04
CONSENT TO THE ASSIGNMENT OF SHARES OF PROJECT CAPACITY
AND
AMENDMENT OF BPMC BYLAWS – MANNER OF ACTING
INTRODUCTION
In December 2018, Chugach Electric Association, Inc. (Chugach) and The Municipality
of Anchorage d/b/a Municipal Light & Power (ML&P) entered into transaction documents
for Chugach to purchase and ML&P to sell certain electric facilities owned and operated
by ML&P. ML&P’s share of Project capacity is one of the utility assets being assigned to
Chugach as part of the deal.
ML&P and Chugach must satisfy the requirements set forth in Section Nos. 17 and 18 of
the Agreement for the Sale and Purchase of Electric Power (“Power Sales Agreement”)
for the assignment of ML&P’s share of Project capacity to Chugach to be valid. One
method which Chugach and ML&P can meet the requirements of Section 17(c)(2) of the
Power Sales Agreement is for the Bradley Lake Project Management Committee
(“BPMC”) to consent to the assignment of ML&P’s share of Project capacity to Chugach.
Under Section 18 of the Power Sales Agreement, Chugach must assume in writing all of
the ML&P’s obligations under the Power Sales Agreement and must pay any amounts
due and owing from ML&P.
PURPOSE OF BPMC RESOLUTION 20-04
This Resolution 20-04 of the BPMC acknowledges the receipt of Chugach’s written
assumption of all of ML&P’s obligations under the Power Sales Agreement and provides
the consent of the BPMC for ML&P to assign its shares of Project capacity to Chugach.
This Resolution 20-04 of the BPMC also accepts Chugach’s proposal to change the
shares of Project capacity for purposes of voting and amends the BPMC Bylaws to
change the shares of Project capacity for voting purposes on any and all matters
considered by the BPMC following closing of the Chugach/ML&P transaction as set forth
in Attachment 1 to this Resolution 20-04.
Page 2 of 3 BPMC RESOLUTION 20-04 - CONSENT TO THE ASSIGNMENT OF SHARES OF PROJECT CAPACITY AND
AMENDMENT OF BPMC BYLAWS – MANNER OF ACTING
BPMC RESOLUTION NO. 20- 04
WHEREAS, in December 2018, Chugach and ML&P entered into transaction documents
for Chugach to purchase and ML&P to sell certain electric facilities owned and operated
by ML&P (:Transaction Documents”);
WHEREAS, Chugach and ML&P are Purchasers under the Power Sales Agreement and
each own a percentage of the shares of Project capacity;
WHEREAS, ML&P’s interests in the Power Sales Agreement and corresponding share of
Project capacity is one of the utility assets being assigned to Chugach under the
Transaction Documents.
WHEREAS, ML&P and Chugach must meet the requirements set forth in Section 17 and
Section 18 of the Power Sales Agreement;
WHEREAS, the BPMC has received acknowledgement from ML&P that ML&P meets the
requirements of Section 17(c)(1) of the Power Sales Agreement for assignment of its
shares of Project capacity;
WHEREAS, one way in which ML&P and Chugach can meet the requirements of Section
17(c)(2) of the Power Sales Agreement is for the BPMC to grant its consent to the
assignment of ML&P’s shares of Project capacity to Chugach;
WHEREAS, the affirmative vote of four (4) representatives of the Purchasers whose
percentage shares of Project capacity with more than 51% of the shares of Project
capacity are the minimum requirements conducting BPMC business under Section 5.10
of the BPMC Bylaws;
WHEREAS, Chugach will have a majority of the shares of Project capacity (56.3%) if it is
assigned the shares of Project capacity now held by ML&P;
WHEREAS, having greater than 51% of the shares of Project capacity may potentially
cause issues with the conduct and control of BPMC business;
WHEREAS, for voting purposes, Chugach has proposed changes to the allocation of the
percentage of shares of Project capacity held by each Purchaser;
WHEREAS, the percentages of shares of Project-capacity to be used for voting purposes
proposed by Chugach for the purpose of conducting BPMC business post-transaction are
set forth in Attachment 1 to this Resolution 20-04;
WHEREAS, Chugach is not proposing any changes to the post-transaction shares of
Project capacity related to energy delivered by the Project or the cost responsibility
thereof;
WHEREAS, the BPMC believes the changes to the percentages of shares of Project
capacity held by each Purchaser, for voting purposes, under Chugach’s proposal are in
the best interests of the BPMC;
Page 3 of 3 BPMC RESOLUTION 20-04 - CONSENT TO THE ASSIGNMENT OF SHARES OF PROJECT CAPACITY AND
AMENDMENT OF BPMC BYLAWS – MANNER OF ACTING
WHEREAS, the BPMC believes the BPMC Bylaws should be amended to reflect the
changes to the percentages of shares of Project capacity held by each Purchaser, for
voting purposes, as proposed by Chugach should the transaction between Chugach
and ML&P be consummated;
WHERAS, the BPMC has received the written assumption by Chugach of ML&P’s
obligations under the Power Sales Agreement; and,
WHEREAS, the BPMC believes the changes to the percentages of shares of Project
capacity held by each Purchaser, for voting purposes, as proposed by Chugach and
consenting to ML&P’s assignment of its shares of Project capacity to Chugach is
appropriate;
THEREFORE, BE IT RESOLVED THAT, Chugach is responsible for any all amounts
due and owing of ML&P associated with the Project;
BE IT ALSO RESOLVED THAT , the Section 5.10 Manner of Acting. of the BPMC
Bylaws shall be amended to reflect, for voting purposes, the changes to the
percentages of shares of Project capacity held by each Purchaser as set forth in
Attachment 1 to this Resolution 20-04 ;
BE IT ALSO RESOLVED THAT, the BPMC acknowledges receipt of and accepts the
written assumption by Chugach of ML&P’s obligations under the Power Sales
Agreement;
BE IT ALSO RESOLVED THAT, the BPMC hereby consents to ML&P’s assignment of
its shares of Project capacity to Chugach. See Attachment 2 to this Resolution 20-04.
DATED at Anchorage Alaska, this 23rd day of October 2020.
____________________________
Chair, Anthony M. Izzo
Attest: ____________________________
Secretary, Curtis Thayer
ATTACHMENT 1
TO
BRADLEY LAKE PROJECT MANAGEMENT COMMITTEE
RESOLUTION NO. 20-04
Participants and Shares of Project Capacity for BPMC Voting Purposes
Purchaser Percentage Shares of Project Capacity
Homer Electric Assn. 16.2
Matanuska Electric Assn. 18.6
Golden Valley Electric Assn. 22.8
Chugach Electric Assn 41.0
City of Seward 1.4
Total 100.0
The percentages contained in this Attachment shall be used for purposes of voting
under Section 5.10 Manner of Acting of the BPMC Bylaws effective, October 30, 2020
following the successful completion of the sale of ML&P utility facilities to Chugach.
ATTACHMENT 2
TO
BRADLEY LAKE PROJECT MANAGEMENT COMMITTEE
RESOLUTION NO. 20-04
Chugach’s Assumption of ML&P’s Obligations Under the Power Sales Agreement