Loading...
HomeMy WebLinkAbout2021-12-10 BPMC Agenda and docs BRADLEY LAKE PROJECT MANAGEMENT COMMITTEE REGULAR MEETING AGENDA - AMENDED Friday, December 10, 2021 Immediately Following the 9:00 AM IMC Meeting To participate dial 1-888-585-9008 and use code 212-753-619# 1. CALL TO ORDER 2. ROLL CALL (for Committee members) 3. PUBLIC ROLL CALL (for all others present) 4. AGENDA APPROVAL 5. PUBLIC COMMENTS 6. APPROVAL OF MEETING MINUTES – October 1, 2021 7. NEW BUSINESS A. FY21 BPMC Audited Financial Statements B. FY21 Refund of Surplus C. 2022 Proposed BPMC Meeting Dates D. Resolution 21-03 Dixon Diversion REF Application 8. OLD BUSINESS A. By-Law Amendment – Resolution 21-01 Adoption Of Amended and Restated Bylaws Gibson B. Required Project Work Letter to LAW Paisner 9. OPERATORS REPORT HEA 10. O&D REPORT CEA 11. COMMITTEE REPORTS A. Budget to Actual Budget Subcommittee B. Special Committee on Required Project Work Resolution 21-02 Upgrading and Improving the Deliverability of Power Project Brad Janorschke 12. COMMITTEE ASSIGNMENTS 13. MEMBERS COMMENTS 14. NEXT MEETING DATE – January 28, 2022 15. ADJOURNMENT Current Liabilities per BPMC FY21 financial statements Payable to utilities - O & M refund 727,298.38 Payable to utilities - R & C refund 120,483.75 Total Bradley Lake Utilities Refund 847,782.13 Payable to utilities - Battle Creek refund 2,139,501.00 Payable to utilities - R & C refund 169,102.38 Total Battle Creek Participating Utilities Refund 2,308,603.38 Bradley Lake/SSQ Utilities Refunds by Utility Power Purchaser Percent Shared FY21 Refund Rding Adj Total Chugach Electric 30.40%257,725.77 - 257,725.77 Municipality of Anchorage 25.90%219,575.57 - 219,575.57 Total Check to Chugach Electric 56.30%477,301.34 - 477,301.34 Homer Electric 12.00%101,733.86 - 101,733.86 Matanuska Electric 13.80%116,993.93 - 116,993.93 Golden Valley Electric 16.90%143,275.18 - 143,275.18 City of Seward 1.00%8,477.82 - 8,477.82 100.00%847,782.13 - 847,782.13 Battle Creek Participating Utilities Refunds by Utility Power Purchaser Percent Shared FY21 Refund Rding Adj Total Chugach Electric 39.38%909,128.01 - 909,128.01 Municipality of Anchorage 0.00%- - - Homer Electric 41.44%956,685.24 - 956,685.24 Matanuska Electric 17.88%412,778.28 - 412,778.28 Golden Valley Electric 0.00%- - - City of Seward 1.30%30,011.85 - 30,011.85 100.00%2,308,603.38 - 2,308,603.38 Bradley Lake Project Management Committee FY21 Refund of Surplus H:\Accounting\AEA FY21 FS Shared Files\Bradley Lake\FY21 Bradley Lake Surplus\FY21 Bradley Lake Calculation of Surplus BPMC MEETING DATES Proposed 2021 Jan 28, 2022 Mar 25, 2022 May 20, 2022 June 24, 2022 July 29, 2022 Sept 30, 2022 Dec 9, 2022 BPMC Resolution No. 21-01; Dixon Diversion Grant Application to the Renewable Energy Fund Page 1 of 2 BRADLEY LAKE PROJECT MANAGEMENT COMMITTEE RESOLUTION NO. 2021-03 Dixon Diversion REF Application INTRODUCTION The Dixon Diversion project concept has the potential to significantly increase the renewable energy output of Bradley Lake Hydro in a cost-effective manner. To develop the project, a full feasibility study must be undertaken including hydrology, geotechnical investigations, soils analysis, preliminary engineering, engineering estimates and other feasibility and permitting studies. The Alaska Renewable Energy Fund (REF) is seeking applications for Round 14 projects in Alaska to be funded or partially funded by the Alaska Legislature. The REF provides funding for all project development phases from reconnaissance and feasibility to final design and construction. The announcement of Round 14, states, “To maximize efficient use of funds the program will focus on earlier stages of viable projects.” Because Dixon Diversion is in early-stage development and because it is likely to be a viable project that would produce large amounts of renewable energy to serve approximately three quarters of the state’s population, the Dixon Diversion project is well-suited to apply for a REF grant. The grant applications are due on January 18, 2022. PURPOSE OF RESOLUTION The purpose of this resolution is to demonstrate the Bradley Lake Project Management Committee’s (BPMC) support for Chugach Electric Association, Inc. (Chugach) to submit a REF grant application on behalf of all utility purchasers of Bradley Lake hydropower to partially fund the feasibility work needed to develop the project. This resolution will become part of the REF application package. BPMC RESOLUTION NO. 21-01 WHEREAS, the Dixon Diversion concept has the potential to add 40 to 65 percent more energy per year to the Bradley Lake Hydro Project; WHEREAS, initial cost estimates and energy output estimates indicate that the cost of produced energy from the project will reduce energy costs for the estimated three quarters of Alaskans who live in the Railbelt and are served by Chugach, Golden Valley Electric Association, Inc., Homer Electric Association, Inc., Matanuska Electric Association, Inc. or Seward Electric System; WHEREAS, Dixon Diversion project would increase the amount of renewable energy and decrease carbon emissions for each of the electric utilities served, most of which have renewable energy or carbon reduction goals; BPMC Resolution No. 21-01; Dixon Diversion Grant Application to the Renewable Energy Fund Page 2 of 2 WHEREAS, feasibility studies needed to advance the Dixon Diversion project are expected to cost more than $2 million dollars; THEREFORE, BE IT RESOLVED THAT, the BPMC supports submitting a $1 million grant application to the Renewable Energy Fund to be matched with $1 million from BPMC to pay for feasibility studies needed to advance the Dixon Diversion project. Dated at Anchorage Alaska, this 10th day of December 2021. _______________________________ Chair, Anthony M. Izzo Attest: ______________________________ Secretary, Curtis Thayer Page 1 of 2 - BPMC RESOLUTION 21-01: ADOPTION OF AMENDED AND RESTATED BYLAWS. BRADLEY LAKE PROJECT MANAGEMENT COMMITTEE RESOLUTION NO. 21- 01 ADOPTION OF AMENDED AND RESTATED BYLAWS INTRODUCTION The Bradley Lake Project Management Committee (the “Committee” or “BPMC”) is responsible for the management, operation, maintenance, and improvement of the Bradley Lake Hydroelectric Project (the “Project”), subject to the non-delegable duties of the Alaska Energy Authority (the “Authority”). The Bylaws of the Committee (the “Committee”) set forth the procedural rules and manner of acting adopted by the Committee pursuant to the authority of the BPMC under the Bradley Lake Hydroelectric Project Agreement for the Sale and Purchase of Electric Power (“Power Sales Agreement”). 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 of the 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. BPMC Resolution 20-04 acknowledged the receipt of Chugach’s written assumption of all of ML&P’s obligations under the Power Sales Agreement, provided consent of the BPMC for ML&P to assign its shares of Project capacity to Chugach, accepted Chugach’s proposal to change the shares of Project capacity for purposes of voting, and amended the Bylaws of the Committee 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 and amended the Bylaws of the Committee to established new voting parameters adopted by BPMC Resolution 20- 04. Counsel for the Alaska Energy Authority from the Office of the Attorney General worked with BPMC Counsel to include the changes to the Bylaws of the Committee approved in BPMC Resolution 20-04 as well as update the Bylaws of the Committee with new statutory requirements where applicable. The Bylaws of the Committee attached to this Resolution 21-01, have been reviewed and considered by all Members of the BPMC during 2021 and are now ready for approval and adoption by the Committee. Page 2 of 2 - BPMC RESOLUTION 21-01: ADOPTION OF AMENDED AND RESTATED BYLAWS. PURPOSE OF BPMC RESOLUTION 21-01 BPMC Resolution 21-01 adopts the Bradley Lake Project Management Committee Amended and Restated Bylaws. BPMC RESOLUTION NO. 21-01 WHEREAS, the Bradley Lake Project Management Committee (the “Committee” or “BPMC”) receives its authority under the Bradley Lake Hydroelectric Project Agreement for the Sale and Purchase of Electric Power (“Power Sales Agreement”). WHEREAS, the Committee is responsible for the management, operation, maintenance, and improvement of the Bradley Lake Hydroelectric Project (the “Project”), subject to the non-delegable duties of the Alaska Energy Authority (the “Authority”). WHEREAS, the Bylaws of the Committee set forth the procedural rules and manner of acting adopted by the Committee. WHEREAS, the Bylaws need to be amended and restated to include the actions taken in BPMC Resolution 20-04 and reflect recent statutory changes affecting BPMC operations. WHEREAS, the members of the Committee have reviewed and considered these Amended and Restated Bylaws of the Committee attached in final f orm as Attachment 1 to this Resolution 21-01. THEREFORE, BE IT RESOLVED THAT, the Bylaws of the Committee have been updated to include the actions taken in BPMC Resolution 20-04 and reflect recent statutory changes affecting BPMC operations; and, BE IT ALSO RESOLVED THAT, the BPMC formally adopts the Bradley Lake Project Management Committee Amended and Restated Bylaws attached to this BPMC Resolution 21-01. DATED at Anchorage Alaska, this _____ day of December 2021. ___________________________________________ Chair, Anthony M. Izzo Attest: ______________________________ Secretary, Curtis Thayer BRADLEY PROJECT MANAGEMENT COMMITTEE AMENDED AND RESTATED BYLAWS Adopted: December 10, 2021 i BRADLEY PROJECT MANAGEMENT COMMITTEE AMENDED AND RESTATED BYLAWS Table of Contents ARTICLE 1 - STATEMENT OF OBJECTIVES ........................................................................... 1 ARTICLE 2 - AUTHORITY OF THE BRADLEY PROJECT MANAGEMENT COMMITTEE ........ 1 ARTICLE 3 - OFFICES .............................................................................................................. 1 ARTICLE 4 - REPRESENTATIVES ........................................................................................... 1 ARTICLE 5 - COMMITTEE MEETINGS ..................................................................................... 2 5.1 Annual Meeting. ........................................................................................................... 2 5.2 Regular Meetings. ........................................................................................................ 2 5.3 Special Meetings. ........................................................................................................ 2 5.4 Notice of Meetings. ...................................................................................................... 2 5.5 Waiver of Notice. ......................................................................................................... 2 5.6 Place of Meetings. ....................................................................................................... 3 5.7 Teleconferencing. ........................................................................................................ 3 5.8 Minutes of Meetings. .................................................................................................... 3 5.9 Quorum. ....................................................................................................................... 3 5.10 Manner of Acting. ......................................................................................................... 3 5.11 Open Meetings. ........................................................................................................... 5 ARTICLE 6 - COMMITTEES ...................................................................................................... 6 6.1 Designation. ................................................................................................................. 6 6.2 Powers. ........................................................................................................................ 6 6.3 Term. ........................................................................................................................... 7 ARTICLE 7 - OFFICERS ............................................................................................................ 7 7.1 Number. ....................................................................................................................... 7 7.2 Election and Term of Office. ......................................................................................... 7 7.3 Removal. ..................................................................................................................... 7 7.4 Vacancies. ................................................................................................................... 7 7.5 Separation of the Office of Treasurer from that of Permanent Secretary. ..................... 7 7.6 Chair. ........................................................................................................................... 7 7.7 Vice Chair. ................................................................................................................... 8 7.8 Secretary/Treasurer. .................................................................................................... 8 ARTICLE 8 - INDEMNIFICATION .............................................................................................. 8 ii ARTICLE 9 - ANNUAL BUDGETS AND DETERMINATION OF RATES .................................... 9 9.1 Annual Budgets. .......................................................................................................... 9 9.2 Auditing Standards and Procedures. ...........................................................................10 9.3 Standards for Capital Asset Acquisition and Accounting. ............................................10 ARTICLE 10 - COMMITTEE FUNDS AND ASSETS .................................................................11 10.1 Required Funds. .........................................................................................................11 ARTICLE 11 - PROJECT INSURANCE ....................................................................................11 11.1 Coverage Limits. .........................................................................................................11 11.2 Self-Insurance .............................................................................................................11 11.3 Insurance Claim Proceeds. .........................................................................................11 11.4 Annual Review. ...........................................................................................................11 ARTICLE 12 - PROCEDURES FOR DISPUTE RESOLUTION .................................................11 12.1 Procedural Rules. .......................................................................................................11 12.2 Authority. ....................................................................................................................12 12.3 Judicial Review. ..........................................................................................................12 12.4 Arbitration. ..................................................................................................................12 12.5 Cost of Arbitration .......................................................................................................12 ARTICLE 13 - REIMBURSEMENT OF TRAVEL AND PER DIEM EXPENSES .........................12 13.1 Committee Meetings. ..................................................................................................12 13.2 Special Purpose Committee Meetings. .......................................................................12 13.3 Other Expenses. .........................................................................................................12 ARTICLE 14 - OTHER POLICIES .............................................................................................13 14.1 Numbering of Resolutions. ..........................................................................................13 14.2 Definition of Terms. .....................................................................................................13 14.3 Amendment of Bylaws. ...............................................................................................13 1 BRADLEY PROJECT MANAGEMENT COMMITTEE AMENDED AND RESTATED BYLAWS ARTICLE 1 - STATEMENT OF OBJECTIVES The Bradley Lake Project Management Committee (the “Committee”) shall be responsible for the management, operation, maintenance, and improvement of the Bradley Lake Hydroelectric Project (the “Project”), subject to the non-delegable duties of the Alaska Energy Authority (the “Authority”). All Committee members have a substantial long-term interest in the Project. The responsibilities of the Committee evolve in accordance with the Authority’s ownership of the Project, and the Purchaser’s obligations to pay the Project’s annual costs and right to use the Project’s power production. These Bylaws set forth the procedural rules of the Committee established pursuant to the Bradley Lake Hydroelectric Project Agreement for the Sale and Purchase of Electric Power (“Power Sales Agreement”) and policies adopted by the Committee. ARTICLE 2 - AUTHORITY OF THE BRADLEY PROJECT MANAGEMENT COMMITTEE The Committee exists and operates pursuant to the terms of the Power Sales Agreement. ARTICLE 3 - OFFICES The Committee shall have no physical office but shall have a mailing address at the Authority whose representative is the permanent Secretary of the Committee. ARTICLE 4 - REPRESENTATIVES The Committee shall consist of the Authority and the Purchasers, includi ng as Purchasers for this purpose both Homer Electric Association, Inc. and Matanuska Electric Association, Inc., for themselves as a Purchaser. No Committee member shall obtain an additional vote through merger with, acquisition of, or assignment from ano ther Committee member. Each Committee member entitled to vote shall designate one representative and one alternative representative to the Committee. Each Committee member shall notify all other Committee members in writing of the names, addresses and telephone numbers of its representative and designated alternate representative. Any Committee member may change its designated representative or alternate representative at any time and shall promptly provide written notice of such change to the Committee members. The alternate representative shall serve as the designated representative in the absence of the designated representative. 2 ARTICLE 5 - COMMITTEE MEETINGS 5.1 Annual Meeting. The annual meeting of the Committee shall be the first regular meeting of the Fiscal Year (July 1 through June 30), for the purpose of electing officers and transacting such other business as may come before the Committee. 5.2 Regular Meetings. Regular meetings shall be held at least quarterly, with the specific date and time to be determined by the Committee. 5.3 Special Meetings. Special meetings of the Committee may be called by the Chair or by three members of the Committee at any time by so advising the Secretary of the Committee. Business at a special meeting of the Committee shall be limited to the purpose stated in the notice of such special meeting. 5.4 Notice of Meetings. Public notice shall be given by the Secretary of the Committee for all meetings of the Committee. 5.4.1 Notice of regular meetings shall be given at least five (5) days before the date of the meeting by: (a) Delivering notice to all Committee members, alternate representatives, and persons or organizations who have filed with the Committee a written request to receive notice; and (b) Publishing a notice on the State of Alaska’s online public notice system; and (c) Posting a notice at the principal office of the Authority. 5.4.2 A notice of meeting shall include the date, time and place of the meeting, and if the meeting is by teleconferencing, the location of a teleconferencing facility that is equipped with a speaker-telephone or similar listening device. 5.4.3 Written notice of special meetings shall be given, as reasonable, before the time specified for such meeting. Such notice of special meetings shall state the purpose or purposes for which the meeting is called. Business at a special meeting shall be limited to the purposes stated in the notice of such special meeting. 5.4.4 It is the intent of the Committee to give the best notice possible to the public of all its transactions, but the inability, or an inadvertent failure, to accomplish any one of the notice requirements shall not invalidate any action of the Committee. 5.5 Waiver of Notice. Whenever any notice is required to be given to any member, a waiver of the notice in writing, signed by the person or persons entitled to such notice, whether before or after the time stated in the notice, shall be deemed equivalent to the giving of such notice. 3 5.6 Place of Meetings. The Chair of the Committee may designate any place as the place of meeting for any annual, regular, or special meeting of the Committee. 5.7 Teleconferencing. Attendance and participation by any or all representatives of the Committee members at any meeting of the Committee may be by teleconference. The votes at a meeting held by teleconference shall be taken by roll call. Materials that are to be considered at a Committee meeting that is held by teleconference shall be made available at the teleconference locations if practicable. Participation by such means shall constitute presence at a meeting. 5.8 Minutes of Meetings. Written minutes shall be kept for all regular and special meetings of the Committee. Minutes of the meeting shall be provided to each member following each meeting. The official copy of each minutes shall be signed by the Chair and the Secretary. 5.9 Quorum. At all meetings of the Committee, the presence of the representatives of any four members shall constitute a quorum for the transaction of business, except as otherwise provided in the Power Sales Agreement. 5.10 Manner of Acting. 5.10.1 Committee actions may be taken by any reasonable voting method, provided that any Committee member may request a roll call vote. All actions taken via teleconferencing shall be by roll call vote. 5.10.2 Except for those matters which expressly require alternative voting procedures, the act of a majority of votes taken during a meeting at any time when a quorum is present, shall be an act of the Committee, and binding on the Committee members. The percentage shares of Project capacity for purposes of any voting by the Committee shall be as set forth in Attachment 1 hereto. 5.10.3 A representative who is present at a meeting of the Committee at which action on a Committee matter is taken shall be presumed to have assented to such action unless the representative’s dissent is both indicated and recorde d at the time of the action. 5.10.4 The following matters shall require the affirmative vote of at least four representatives of the Purchasers whose percentage shares of Project capacity are greater than 51%. Such matters do not require action by the Authority. (a) Adopting of procedures for scheduling, production and dispatch of Project power. (b) Selection among alternative methods that do not involve the Authority for funding of Required Project W ork. 4 (c) Establishment of procedures for the use of each Purchaser’s Water Allocation, except that the Authority’s affirmative vote shall be required for any water allocation decision which affects performance of the Authority’s obligation under its FERC license. 5.10.5 The following matters shall require the affirmative vote of at least four representatives of the Purchasers whose percentage shares of Project capacity are greater than 51% plus the affirmative vote of the represe ntative of the Authority. (a) Arrange for the operation and maintenance of the Project. (b) Adoption of budget of Annual Project Costs. (c) Establish for each Fiscal Year the estimated Annual Payment Obligation of each Purchaser, together with a schedule for each Purc haser of equal monthly payments that such Purchaser shall be required to make during that year. (d) Determine after conclusion of each fiscal year the actual Annual Project Costs. (e) Evaluation of necessity for and scheduling of Required Project Work. (f) Determine the appropriate amount of and obtain insurance for or related to the Project. (g) Adoption of additional minimum funding amounts for the Renewal and Contingency Reserve Fund above that required by the Bond Resolution. (h) Selection among alternative methods that involve the Authority for funding Required Project Work. (i) Adoption or amendment of procedural rules of the Committee except for procedures for dispute resolution which shall be adopted or amended by unanimous agreement. (j) Adoption of maintenance schedules for the Project. (k) If and when no Bonds are outstanding, determination of rules, procedures and accounts necessary to manage the Project. (l) Evaluation and approval of Optional Project Work and the compensation for such work. (m) Application of insurance claims proceeds not governed by the bond resolution. 5 (n) Approval of procedures and any individual utility agreements relating to electric power reserves for the Project in accordance with Section 5 of the Power Sales Agreement. (o) The approval (including possible pre-approval) of consultants. 5.10.6 In the following matters, the unanimous concurrence of all Committee members shall be necessary for an action to be taken: (a) Adoption of procedures for dispute resolution. 5.10.7 Certain matters shall require a majority of Committee votes, with each Member receiving an equal vote (including the Authority): (a) Election of officers. 5.10.8 Conduct of Meetings. Roberts Rules of Order shall govern the conduct of Committee meetings except where in conflict with specific procedural rules adopted by the Committee. 5.11 Open Meetings. The Committee has determined that Alaska public policy favors the openness and public access and the Committee desires to conduct its business in public in accordance with the following policies: 5.11.1 The Committee recognizes that meetings between the Authority and the public utilities concerning the wholesale agreement for the sale of power or other matter exempted from review under AS 42.05.431(c) (which are contracts for wheeling, storage, regeneration or wholesale repurchase of power between the Authority and public utilities entered into between October 31, 1987 and January 1, 1988), are required to be open to the public under AS 42.05.431(d) and 44.62.310. 5.11.2 All formal meetings of the Committee shall be open to the public except as otherwise provided in these Bylaws. 5.11.3 Executive Sessions. If any subjects to be discussed at a meeting are subjects that may potentially be discussed in an executive session, the meeting shall be first convened as a regular or special meeting and the question of holding an executive session to discuss matters that come within the exceptions contained in Section 5.11.4 of this rule shall be determined by a majority vote of the Committee. The motion to convene in executive session must clearly and with specificity describe the subject of the proposed executive session without defeating the purpose of addressing the subject in private. No subjects may be considered at the executive session unless auxiliary to the main question. Formal action may not be taken during an executive session, except to give direction to an attorney or labor negotiator regarding the handling of a specific legal matter or pending labor negotiations. 6 5.11.4 The following excepted subjects may be discussed in an executive session: (a) Matters the immediate knowledge of which would clearly have an adverse effect upon the finances of the Authority or the Project. (b) Subjects that tend to prejudice the reputation and character of any person; provided, however, the person may request a public discussion. (c) Matters which by law, municipal charter or ordinance are required to be confidential. (d) Matters discussed with an attorney for the Committee or a member of the Committee, the immediate knowledge of which could have an adverse effect on the legal position of the Committee or the Authority. (e) Matters involving consideration of government records that by law are not subject to public disclosure. 5.11.5 Sections 5.11.2, 5.11.3, 5.11.4 and 5.11.5 shall not apply to: (a) Meetings at which a quorum is not present; (b) Informal discussions, by telephone or otherwise, among members of the Committee, at which votes are not taken and official business is not conducted; (c) Meetings and discussions, formal or informal, of Committee members in which all participants indicate they are acting individually as representatives of the Parties to the Power Sales Agreement and not as the assembled Committee, and at which no Committee business is conducted and no votes are taken; (d) Special purpose committees; or (e) The Committee performing a quasi-judicial function when holding a meeting solely to make a decision in accordance with Article 12. ARTICLE 6 - COMMITTEES 6.1 Designation. The Committee may appoint special purpose committees from time to time, subject to such conditions as may be prescribed by the Committee. The designation of any such committee shall not relieve the Committee or any member of the Committee of any responsibility imposed by law or the Agreement. 6.2 Powers. Special purpose committees may only act upon Committee matters when given prior authorization by the Committee. The Committee will formalize the authorization by adopting a resolution which details the scope of the special purpose committee’s authority to act. Decisions made by a special purpose committee shall be by 7 affirmative vote of a majority of the members of a special purpose committee, unless otherwise directed by the Committee. 6.3 Term. The members of each special purpose committee shall serve from the date of appointment until the date of the next annual meeting of the Committee. ARTICLE 7 - OFFICERS 7.1 Number. The officers of the Committee shall initially consist of a Chair, a Vice Chair, and a Secretary/Treasurer. Under subsection 7.5. below, the Committee may later decide to separate the offices of Secretary and Treasurer. The offices of Chair and Secretary shall not be held by the same person. The Committee may elect such other officers and agents as it shall deem necessary, who shall hold office for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Committee. The Committee may, by separate resolution, provide for indemnification of its officers, members and the members of any special purpose committees appointed by the Committee. 7.2 Election and Term of Office. Initially, only the Chair and Vice Chair shall be elected by the Committee at its annual meeting. The Authority representative shall be the permanent Secretary/Treasurer. In the event that the office of Treasurer is separated from that of Secretary under the provisions of 7.5. below, the Treasurer will become an annually elected officer, while the Authority representative will retain the position of permanent Secretary. Only Committee members or alternate representatives shall be eligible to serve as officers. Each officer shall hold office until a successor is elected and accepts office unless the officer resigns or is removed by the Committee. 7.3 Removal. Any officer elected by the Committee may be removed upon the vote of five members of the Committee. 7.4 Vacancies. In the event any vacancy occurs in any elected office of the Committee, the remaining members of the Committee shall elect successor to the office at the next regular meeting of the Committee. 7.5 Separation of the Office of Treasurer from that of Permanent Secretary . Upon the vote of a majority of the Committee members (unweighted for percentage share), the offices of Secretary and Treasurer shall be separated, and an election held to fill the Treasurer’s office until the next regular election of officers. Upon separation of those offices, the Treasurer shall become an annually elected office, retainin g only the “Treasurer duties” of 7.8.2. Upon separation of these officers, the representative of the Authority will remain the permanent Secretary, retaining only the “Secretary duties” of 7.8.1. 7.6 Chair. The Chair shall preside at all meetings of the Committee and shall perform such other duties and have such other powers as the Committee may prescribe, subject to the limitations set forth in the Power Sales Agreement. 8 7.7 Vice Chair. The Vice Chair shall act under the direction of the Chair, and in the absence or disability of the Chair or if the office of the Chair is vacant, shall perform the duties of the Chair, and from time to time shall perform such other duties and have such other powers as the Chair or Committee may prescribe, subject to the limitations set forth in the Agreement. 7.8 Secretary/Treasurer. The following duties will be assigned to the Secretary/Treasurer until such time that the Committee determines they should be separated under the provisions of 7.5., at which time the Secretary will retain only the Secretary Duties and the Treasurer shall retain only the Treasurer Duties. 7.8.1 Secretary Duties. The Secretary/Treasurer shall act under the direction of the Chair with respect to secretarial duties. Subject to the direction of the Chair or the Committee, the Secretary/Treasurer shall attend all meetings of the Committee and keep a record of the proceedings. In the Secretary/Treasurer’s absence, the Chair shall designate another member of the Committee to keep a record of the proceedings. The Secretary/Treasurer shall perform like duties for committees when required. The Secretary/Treasurer shall give or cause to be given notice of all meetings of the Committee and special meetings of the Committee and shall perform such other duties as may be prescribed by the Chair or the Committee. The Secretary/Treasurer may incur reasonable expenses associated with keeping a record of the proceedings, including compensation and travel costs i ncurred to retain a person to keep such records. 7.8.2 Treasurer Duties. The Secretary/Treasurer shall act under the direction of the Committee with respect to Treasurer duties. Subject to the direction of the Committee, the Secretary/Treasurer shall have control of the Committee funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Committee and shall immediately deposit all monies and other valuable effects in the name and to the credit of the Committee in such depositories as may be designated by the Committee. The Secretary/Treasurer shall disburse the funds of the Committee as may be ordered by the Committee, taking proper vouchers for such disbursements, and shall render to the Chair and the Committee at its regular meetings or when the Committee so requires, an account of all of the Secretary/Treasurer’s transactions as Secretary/Treasurer and of the financial condition of the Committee. The Committee shall secure a bond in an adequate amount to cover the actions of the Secretary/Treasurer. ARTICLE 8 - INDEMNIFICATION To the extent legally permitted and financially able to do so from Commit tee- controlled assets, the Purchasers shall indemnify and hold the Committee members and officers harmless against all claims and liabilities which they or any of them incur as a 9 party defendant to any proceeding (other than a proceeding filed by or in the right of the Committee), based on any authorized action of any such person as a Committee member or as an officer of the Committee within the scope of the Committee member’s office. For purposes of this provision, “Committee member” means a Committee repr esentative, an alternate representative, an authorized agent of the Committee who is otherwise employed by the Committee, the Purchasers or any authorized employee of the Committee. ARTICLE 9 - ANNUAL BUDGETS AND DETERMINATION OF RATES 9.1 Annual Budgets. The annual budget shall include: (1) Amounts required for debt service on any outstanding bonds; (2) Amounts required for reserve funds created by bond resolution; (3) Cost of producing and delivering power including: (a) O&M; (b) Insurance; (c) Authority’s Project specific administrative and general costs; (d) Costs of Committee; (e) Any individual utility cost to be reimbursed by the Committee; and (f) Any other cost approved by the Committee. (4) The budget may include amounts for non-bond funding of additional Project work, as well as Excess Payments following final payment of all bonds and any other matters of interest to the Committee . (5) The annual budget shall be based on a 12 -month period starting July 1 of a calendar year through and including June 30 of the succeeding calendar year. (6) For purposes of this Section: (a) The Authority shall provide annual budget details listing personnel requirements by work function, their gross payroll, payroll burdens and the estimated percentage of each work function to be required for operation and maintenance. The estimated costs for materials, supplies, engineering and other costs shall be provided in sufficient detail to allow the Committee a reasonable basis to analyze the budget in the approval process and to provide a basis for the annual audit of actual costs. 10 (b) The Authority shall provide annual budgets detailing the estimated costs relating to FERC license requirements and property insurance and the Project specific administrative and general costs and to be paid to the Authority. 9.2 Auditing Standards and Procedures. 9.2.1 An annual audit shall be performed by qualified independent auditors selected by the Committee and be completed on or before the first day of December of each year. 9.2.2 The primary purpose of the audit is to verify expenses. The scope of the audit shall include the operating and maintenance costs relating to the Project, the annual Project-specific costs of the Authority, and the Authority and Committee assets, liabilities, and costs including all funds administered by the Authority and the Committee, necessary to establish a true -up of Annual Project Costs. 9.2.3 The annual financial statements shall disclose the comparison of actual operating results to the annual budget. 9.2.4 The members shall make available to the auditors such records and schedules required in their examination of the financial statements in a timely manner. 9.3 Standards for Capital Asset Acquisition and Accounting. To provide for a comprehensive, consistent policy of ownership and control, the Committee has designated the Authority as owner of all capital assets which benefit the Project while retaining the right to control all capital assets associated with the Project. 9.3.1 Capital assets include an asset acquired for the benefit of the Project that has a value of $500 or more, a useful life of at least one year, and substantially comprises a Retirement Unit as listed in the Federal Energy Regulatory Commission List of Retirement Units, as amended from time to time. 9.3.2 The Committee shall transfer ownership of any assets held in trust for the Project to the Authority. 9.3.3 The Committee will have control and management of all capital assets purchased with the state or utility f unds, and the Committee shall manage all proceeds derived from the sales upon retirement of these capital assets and to purchase additional capital assets for the benefit of the Project. 9.3.4 To the extent that purchase costs can be minimized through the State of Alaska’s purchasing power, the Authority may make purchases on behalf of the Committee as “Purchasing Agent”. To the extent other purchasing alternatives are preferable, the Committee may use those procedures. The 11 Committee is under no obligation to follow the State Procurement Code for acquisitions with any of the funds. ARTICLE 10 - COMMITTEE FUNDS AND ASSETS 10.1 Required Funds. The following funds were required to be established by the Bond Resolution: (1) Construction Fund; (2) Debt Service Fund, consisting of an Interest Account and a Principal Account; (3) Capital Reserve Fund; (4) Renewal and Contingency Reserve Fund; (5) Excess Inventory Fund; (6) Revenue Fund; (7) Operating Fund; and (8) Revolving Construction Fund. Any continuation and/or changes to the Required Funds following payment of the Bond shall be determined by the Committee. ARTICLE 11 - PROJECT INSURANCE 11.1 Coverage Limits. Insurance shall be secured and maintained in types and amounts as are “customary” for facilities of similar types and sizes as the Project. The initial determination of “customary insurance” shall be made by the Committee in concert with the insurance consultant employed by the Authority. 11.2 Self-Insurance. The amounts and types of insurance determined “customary,” may be maintained through self-funded insurance methods. 11.3 Insurance Claim Proceeds. Disposition of insurance claim proceeds shall be determined by the Committee. 11.4 Annual Review. The Authority and the Committee together shall review annually the insurance types and amounts carried with respect to the Project. ARTICLE 12 - PROCEDURES FOR DISPUTE RESOLUTION 12.1 Procedural Rules. The Project Management Committee shall perform its decision-making responsibilities consistent with the Power Sales Agreement and any duly adopted procedural rules. 12 12.2 Authority. In the event the authority of the Committee to act is at issue, the Committee shall first make a finding as to its authority. If the Committee determines that it has the authority to consider the matter, it shall decide the issue on its merits. If the Committee determines that it does not have the authority to consider the matter, the matter will be subject to immediate judicial resolution. If the court determines that the Committee in fact had authority to consider the matter, the matter shall be remanded for Committee action. 12.3 Judicial Review. Any action, or failure to act, of the Committee shall be subject to judicial review. The reviewing court shall (a) set aside any Committee action found to be arbitrary, capricious or otherwise not in accordance with law or with the terms of the Agreement; and (b) order the Committee to take action if such action has been unreasonably withheld or delayed. Failure of any party to appeal any Committee decision shall not constitute a waiver of the right to appeal any future decision. Jud icial review shall be governed by the laws of the State of Alaska and shall be filed in the Alaska Court System. 12.4 Arbitration. Upon agreement of the Committee representatives of the Authority and any three utilities, the Committee may refer any matt er within the Committee’s authority to arbitration. Unless otherwise unanimously agreed to by the members of the Committee, arbitration shall be conducted before an arbitrator selected under the guidelines of the American Arbitration Association and the arbitration shall be conducted in accordance with the commercial arbitration rules of the American Arbitration Association then in effect. In addition, the arbitrator must have education and experience in the particular matter being arbitrated. The arbitrato r shall have no authority, power or jurisdiction to alter, amend, change, modify, add to or delete any of the provisions of the Agreement and the decision of the arbitrator shall be subject to judicial review as a Committee decision, in accordance with Section 12.3 above. 12.5 Cost of Arbitration. The costs incurred in connection with the arbitration shall be apportioned by the arbitrator as deemed reasonable and appropriate. ARTICLE 13 - REIMBURSEMENT OF TRAVEL AND PER DIEM EXPENSES 13.1 Committee Meetings. Unless otherwise determined by the Committee, each party shall be responsible for the cost of travel and any per diem for its representative and alternate representative to attend meetings of the Committee in accordance with their respective travel policies. 13.2 Special Purpose Committee Meetings. Unless otherwise determined by the Committee, each party shall be responsible for the cost of travel and any per diem for its representative and alternate representative to attend meetings of the Committee in accordance with their respective travel policies. 13.3 Other Expenses. The Committee shall determine when any other expenses will be reimbursed on a case-by-case basis. 13 ARTICLE 14 - OTHER POLICIES 14.1 Numbering of Resolutions. The Committee has established that all resolutions and actions adopted by the Committee shall be assigned a number. The first part of the number shall be the last two digits of the year in which the resolution or action is adopted (e.g., Resolution 88-__). The second part shall be a sequential number reflecting the order which the resolution or action was adopted, beginning with the number “01,” and increasing by one with the adoption of each subsequent resolution or action. The Secretary of the Committee shall establish and maintain an official journal for recording resolutions [and actions] of the Committee. 14.2 Definition of Terms. Except as otherwise provided, terms included in these Bylaws shall take the meaning specified in the Power Sales Agreement. 14.3 Amendment of Bylaws. These Bylaws may be altered, amended, or repealed and new Bylaws adopted by the Bradley Project Management Committee at any regular or special meeting, subject to the voting requirements set out in Article 5.10 of these Bylaws. _____________ ATTACHMENT 1 TO AMENDED AND RESTATED BYLAWS OF BRADLEY PROJECT MANAGEMENT COMMITTEE 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 pursuant to BPMC Resolution 20-04). draft BRADLEY PROJECT MANAGEMENT COMMITTEE AMENDED AND RESTATED BYLAWS REDLINED VERSION March December 10, 2021 BRADLEY PROJECT MANAGEMENT COMMITTEE AMENDED AND RESTATED BYLAWS Table of Contents[KG1] AMENDED AND RESTATED BYLAWS OF BRADLEY PROJECT MANAGEMENT COMMITTEE ARTICLE 1 STATEMENT OF OBJECTIVES The Bradley Lake Project Management Committee (the “Committee”) shall be responsible for the management, operation, maintenance, and improvement of the Bradley Lake Hydroelectric Project (the “Project”), subject to the non-delegable duties of the Alaska Energy Authority (the “Authority”). All Committee members have a substantial long-term interest in the Project. The responsibilities of the Committee evolve in accordance with the Authority’s ownership of the Project, and the Purchaser’s obligations to pay the Project’s annual costs and right to use the Project’s power production. These Bylaws set forth the procedural rules of the Bradley Project Management Committee established pursuant to the Bradley Lake Hydroelectric Project Agreement for the Sale and Purchase of Electric PowerBradley Lake (“Power Sales Agreement”) and policies adopted by the Committee. ARTICLE 2 AUTHORITY OF THE BRADLEY PROJECT MANAGEMENT COMMITTEE The Bradley Project Management Committee exists and operates pursuant to the terms of the Bradley Like Hydroelectric Project Agreement for the Sale and Purchase of Electric Power (“Power Sales Agreement’ or “Agreement”). ARTICLE 3 OFFICES The Committee shall have no physical office but shall have a mailing address at the Alaska Energy Authority whose representative is the permanent Secretary of the Committee. ARTICLE 4 REPRESENTATIVES The Committee shall consist of the Authority and the Purchasers, including as Purchasers for this purpose both Homer Electric Association, Inc. and Matanuska Electric Association, Inc., for themselves and for AEG&T as a Purchaser represented by and through these utilities. No Committee member shall obtain an additional vote through merger with, acquisition of, or assignment from another Committee member , and AEG&T shall have no direct vote, but shall be represented by and through Homer Electric Association, Inc., and Matanuska Electric Association, Inc., each of which shall be entitled to vote as a Purchaser member for purposes of Committee procedure . Each Committee member entitled to vote shall designate one representative and one alternative representative to the Committee. Each Committee member shall notify all other Committee members in writing of the names, addresses and telephone numbers of its representative and designated alternate representative. Any Committee member may change its designated representative or alternate representative at any time and shall promptly provide written notice of such change to the Committee members. The alternate representative shall serve as the designated representative in the absence of the designated representative. ARTICLE 5 COMMITTEE MEETINGS 5.1 Annual Meeting. The annual meeting of the Bradley Project Management Committee shall be the first regular meeting of the Fiscal Year (July 1 through June 30), for the purpose of electing officers and transacting such other business as may come before the meetingCommittee. 5.2 Regular Meetings. Regular meetings shall be held at least quarterly, with the specific date and time to be determined by the Committee. 5.3 Special Meetings. Special meetings of the Bradley Project Management Committee may be called by the Chairman or by three members of the Committee at any time by so advising the Secretary of the Committee. Business at a special meeting of the Committee shall be limited to the purpose stated in the notice of such special meeting. 5.4 Notice of Meetings. Public notice shall be given by the Secretary of the Committee for all meetings of the Committee. 5.4.1 Notice of regular meetings shall be given at least five (5) days before the date of the meeting by: (a) Mailing Delivering notice to all Committee members, alternate representatives, and persons or organizations who have filed with the Committee a written request to receive notice, and (b) Publishing a notice once in the designated newspaper [SAS2]of the Committeeon the State of Alaska’s online public notice system.; and (b)(c) Posting a notice at the principal office of the Authority. [SAS3] 5.4.2 A notice of meeting shall include the date, time and place of the meeting, and if the meeting is by teleconferencing, the location of a teleconferencing facility that is equipped with a speaker-telephone or similar listening device. 5.4.3 Written notice of special meetings shall be given, as reasonable, before the time specified for such meeting. Such notice of special meetings shall state the purpose or purposes for which the meeting is called. Business at a special meeting shall be limited to the purposes stated in the notice of such special meeting. 5.4.4 It is the intent of the Committee to give the best notice possible to the public of all its transactions, but the inability, or an inadvertent failure, to accomplish any one of the notice requirements shall not invalidate any action of the Committee. 5.4.5 The designated newspaper of the Committee is the Anchorage Daily News. 5.5 Waiver of Notice. Whenever any notice is required to be given to any member a waiver of the notice in writing, signed by the person or persons entitled to such notice, whether before or after the time stated in the notice, shall be deemed equivalent to the giving of such notice. 5.6 Place of Meetings. The Chairman of the Committee may designate any place as the place of meeting for any annual, regular , or special meeting of the Committee. 5.7 Teleconferencing. Attendance and participation by any or all representatives of the Committee members at any meeting of the Committee may be by teleconference. The votes at a meeting held by teleconference shall be taken by roll call. Materials that are to be considered at a Committee meeting that is held by teleconference shall be made available at the teleconference locations if practicable[SAS4]. Participation by such means shall constitute presence at a meeting. 5.8 Minutes of Meetings. Written minutes shall be kept for all regular and special meetings of the Committee. Minutes of the meeting shall be mailed provided to each member following each meeting. The official copy of each minutes shall be signed by the Chairman and the Secretary. 5.9 Quorum. At all meetings of the Committee, the presence of the representatives of any five four members shall constitute a quorum for the transaction of business, except as otherwise provided in the Power Sales Agreement. 5.10 Manner of Acting. 5.10.1 Committee actions may be taken by any reasonable voting method, provided that any Committee member may request a roll call vote. All actions taken via teleconferencing shall be by roll call vote. 5.10.2 Except for those matters which expressly require alternative voting procedures, the act of a majority of votes taken during a meeting at any time when a quorum is present, shall be an act of the Committee, and binding on the Committee members. The percentage shares of Project capacity for purposes of any voting by the Committee shall be as set forth in Attachment 1 hereto. 5.10.3 A representative who is present at a meeting of the Committee at which action on a Committee matter is taken shall be presumed to have assented to such action unless the representative’s dissent is both indicated and recorde d at the time of the action. 5.10.4 The following matters shall require the affirmative vote of at least four representatives of the Purchasers whose percentage shares of Project capacity are greater than 51%. Such matters do not require action by the Authority. 1. Adopting of procedures for scheduling, production and dispatch of Project power. 2. Selection among alternative methods that do not involve the Authority for funding of Rrequired Project W work. 3. Establishment of procedures for the use of each Purchaser’s Water Allocation, except that the Authority’s affirmative vote shall be required for any water allocation decision which affects performance of the Authority’s obligation under its FERC license. 5.10.5 The following matters shall require the affirmative vote of at least four representatives of the Purchasers whose percentage shares of Project capacity are greater than 51% plus the affirmative vote of the representative of the Authority. 1. Arrange for the operation and maintenance of the Project. 2. Adoption of budget of Annual Project Costs. 3. Establish for each Fiscal Year the estimated Annual Payment Obligation of each Purchaser, together with a schedule for each Purchaser of equal monthly payments that such Purchaser shall be required to make during that year. 4. Determine after conclusion of each fiscal year the actual Annual Project Costs. 5. Evaluation of necessity for and scheduling of Required Project Work. 6. Determine the appropriate amount of and obtain insurance for or related to the Project. 7. Adoption of additional minimum funding amounts for the Renewal and Contingency Reserve Fund above that required by the Bond Resolution. 8. Selection among alternative methods that involve the Authority for funding Required Project Work. 9. Adoption or amendment of procedural rules of the Com mittee except for procedures for dispute resolution which shall be adopted or amended by unanimous agreement. 10. Adoption of maintenance schedules for the Project. 11. If and when no Bonds are outstanding, determination of rules, procedures and accounts necessary to manage the Project. 12. Evaluation and approval of Optional Project Work and the compensation for such work. 13. Application of insurance claims proceeds not governed by the bond resolution. 14. Approval of procedures and any individual utility agreements relating to electric power reserves for the Project in accordance with Section 5 of the Power Sales Agreement. 15. The approval (including possible pre-approval) of consultants. 5.10.6 In the following matters, the unanimous concurrence of all Committee members shall be necessary for an action to be taken: (a) Adoption of procedures for dispute resolution. 5.10.7 Certain matters shall require a majority of Committee votes, with each Member receiving an equal vote (including the Authority): (a) Election of officers. 5.10.8 Conduct of Meetings. Roberts Rules of Order shall govern the conduct of Committee meetings except where in conflict with specific procedural ru les adopted by the Committee. 5.11 Open Meetings[SAS5]. The Committee has determined that Alaska public policy favors the openness and public access and the Committee desires to conduct its business in public in accordance with the following policies: 5.11.1 The Committee recognizes that meetings between the Authority and the public utilities concerning the wholesale agreement for the sale of power or other matter exempted from review under AS 42.05.431(c) (which are contracts for wheeling, storage, regeneration or wholesale repurchase of power between the Authority and public utilities entered into between October 31, 1987 and January 1, 1988), are required to be open to the public under AS 42.05.431(d) and 44.62.310. 5.11.2 All formal meetings of the Committee and its special purpose committees [SAS6]shall be open to the public except as otherwise provided in these Bylaws. 5.11.3 Executive Sessions. If any subjects to be discussed at a meeting are subjects that may potentially be discussed in an executive session, the meeting shall be first convened as a regular or special meeting and the question to of holding an executive session to discuss matters that come within the exceptions contained in Section 5.11.4 of this rule shall be determined by a majority vote of the Committee. The motion to convene in executive session must clearly and with specificity describe the subject of the proposed executive session without defeating the purpose of addressing the subject in private. No subjects may be considered at the executive session unless auxiliary to the main question. Formal action my not be taken during an executive session , except to give direction to an attorney or labor negotiator regarding the handling of a specific legal matter or pending labor negotiations. Only members of the Committee, designated alternates, and attorneys for members of the Committee may attend an executive session, unless the motion calling for the executive session specifies other persons whom the Committee wishes to attend. 5.11.4 The following excepted subjects may be discussed in an executive session: 1. Matters the immediate knowledge of which would clearly have an adverse effect upon the finances of the Authority or the Project. 2. Subjects that tend to prejudice the reputation and character of any person; provided, however, the person may request a public discussion; 3. Matters which by law, municipal charter or ordinance are required to be confidential. 4. Matters discussed with an attorney for the Committee or a member of the Committee, the immediate knowledge of which could have an adverse effect on the legal position of the Committee or the Authority. 4.5. Matters involving consideration of government records that by law are not subject to public disclosure. 5.11.5 Sections 5.11.2, 5.11.3, 5.11.4 and 5.11.5 shall not apply to: 1. Meetings at which a quorum is not present; 2. Informal discussions, bye telephone or otherwise, among members of the Committee, at which votes are not taken and official business is not conducted; or 3. Meetings and discussions, formal or informal, of Committee members in which all participants indicate they are acting individually as representatives of the Parties to the Power Sales Agreement and not as the assembled Committee, and at which no Committee business is conducted and no votes are taken.[SAS7]; 4. Special purpose committees; 3.5. The Committee performing a quasi-judicial function when holding a meeting solely to make a decision in accordance with Article 12.[SAS8] ARTICLE 6 COMMITTEES 6.1 Designation. The Committee may appoint special purpose committees from time to time, subject to such conditions as may be prescribed by the Committee. The designation of any such committee shall not relieve the Committee or any member of the Committee of any responsibility imposed by law or the Agreement. 6.2 Powers. Special purpose committees may only act upon Committee matters when given prior authorization by the Committee. The Committee will formalize the authorization by adopting a resolution which details the scope of the special purpose committee’s authority to act. Decisions made by a special purpose committee shall be by affirmative vote of a majority of the members of a special purpose committee, unless otherwise directed by the Committee. 6.3 Term. The members of each special purpose committee shall serve from the date of appointment until the date of the next annual meeting of the Committee. ARTICLE 7 - OFFICERS 7.1 Number. The officers of the Committee shall initially consist of a Chairman, a Vice Chairman, and a Secretary/Treasurer. Under subsection 7.5., below, the Committee may later decide to separate the offices of Secretary and Treasurer. The offices of Chairman and Secretary shall not be held by the same person. The Committee may elect such other officers and agents as it shall deem necessary, who shall hold office for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Committee. The Committee may, by separate resolution, provide for indemnification of its officers, members and the members of any special purpose committees appointed by the Committee. 7.2 Election and Term of Office. Initially, only the Chairman and Vice Chairman shall be elected by the Committee at its annual meeting. The Authority representative shall be the permanent Secretary/Treasurer. In the event that the office of Treasurer is separated from that of Secretary under the provisions of 7.5., below, the Treasurer will become an annually elected officer, while the Authority representative will retain the position of permanent Secretary. Only Committee members or alternate representatives shall be eligible to serve as officers. Each officer shall hold office until a successor is elected and accepts office unless the officer resigns or is removed by the Committee. 7.3 Removal. Any officer elected by the Committee may be removed upon the vote of five members of the Committee. 7.4 Vacancies. In the event any vacancy occurs in any elected office of the Committee, the remaining members of the Committee shall elect successor to the office at the next regular meeting of the Committee. 7.5 Separation of the Office of Treasurer from that of Permanent Secretary. Upon the vote of a majority of the Committee members (unweighted for percentage share), the offices of Secretary and Treasurer shall be separated, and an election held to fill the Treasurer’s office until the next regular election of officers. Upon separation of those offices, the Treasurer shall become an annually elected office, retaining only the “Treasurer duties” of 7.8.2. Upon separation of these officers, the representative of the Authority will remain the permanent Secretary, retaining only the “Secretary duties” of 7.8.1. 7.6 Chairman. The Chairman shall preside at all meetings of the Committee and shall perform such other duties and have such other powers as the Committee may prescribe, subject to the limitations set forth in the Power Sales Agreement. 7.7 Vice Chairman. The Vice Chairman shall act under the direction of the Chairman, and in the absence or disability of the Chairman or if the office of the Chairman is vacant, shall perform the duties of the Chairman, and from time to time shall perform such other duties and have such other powers as the Chairman or Committee may prescribe, subject to the limitations set forth in the Agreement. 7.8 Secretary/Treasurer. The following duties will be assigned to the Secretary/Treasurer until such time that the Committee determines they should be separated under the provisions of 7.5., at which time the Secretary will retain only the Secretary Duties and the Treasurer shall retain only the Treasurer Duties. 7.8.1 Secretary Duties. The Secretary/Treasurer shall act under the direction of the Chairman in regardswith respect to secretarial duties. Subject to the direction of the Chairman or the Committee, the Secretary/Treasurer shall attend all meetings of the Committee and keep a record of the proceedings. In the Secretary/Treasurer’s absence, the Chairman shall designate another member of the Committee to keep a record of the proceedings. The Secretary/Treasurer shall perform like duties for committees when required. The Secretary/Treasurer shall give or cause to be given notice of all meetings of the Committee and special meetings of the Committee and shall perform such other duties as may be prescribed by the Chairman or the Committee. The Secretary/Treasurer may incur reasonable expenses associated with keeping a record of the proceedings, including compensation and travel costs incurred to retain a person to keep such records. 7.8.2 Treasurer Duties. The Secretary/Treasurer shall act under the direction of the Committee in regardswith respect to Treasurer duties. Subject to the direction of the Committee, the Secretary/Treasurer shall have control of the Committee funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Committee , and shall immediately deposit all monies and other valuable effects in the name and to the credit of the Committee in such depositories as may be designated by the Committee. The Secretary/Treasurer shall disburse the funds of the Committee as may be ordered by the Committee, taking proper vouchers for such disbursements, and shall render to the Chairman and the Committee at its regular meetings or when the Committee so requires, an account of all of the Secretary/Treasurer’s transactions as Secretary/Treasurer and of the financial condition of the Committee. The Committee shall secure a bond in an adequate amount to cover the actions of the Secretary/Treasurer. ARTICLE 8 - INDEMNIFICATION[SAS9] To the extent legally permitted and financially able to do so from Committee - controlled assets, the Purchasers Committee shall indemnify and hold its the Committee members and officers harmless against all claims and liabilities which they or any of them incur as a party defendant to any proceeding (other than a proceeding filed by or in the right of the Committee), based on any authorized action of any suc h person as a Committee member or as an officer of the Committee within the scope of the Committee member’s office. For purposes of this provision, “Committee member” means a Committee representative, an alternate Committee representative, an authorized agent of the Committee who is otherwise employed by the Committee, the Purchasers or any authorized employee of the Committee. ARTICLE 9 - ANNUAL BUDGETS AND DETERMINATION OF RATES 9.1 Annual Budgets. [KG10]Budget Process Prior to Project Completion. 9.1.1 Prior to Project completion, the Power Sales Agreement does not require any “budget process.” The Purchasers determine what expenses to incur and how to fund them (the Authority is not a party to these decisions or payment obligations). The only Committee expenses during this period will be those related to Committee activity or costs incurred by individual Purchasers and agreed to be shared by other Committee members. No Authority costs will be eligible for utility payment during this period, nor will the Authority have any obligation to share in the payment of Committee expenses. 9.2 Budget Process Following Project Completion. The Agreement and Bond Resolution provides for a formal budget process following completion of the Project. Prior to the Project completion and the sale of Project Bonds, the Committee shall adopt a detailed budget process. 9.2.1 The annual budget shall include: 1. Amounts required for debt service on any outstanding bonds; 2. Amounts required for reserve funds created by bond resolution; 3. Cost of producing and delivering power including: a. O&M; b. Insurance; c. Authority’s Project specific administrative and general costs; d. Costs of Committee; e. Any individual utility cost to be reimbursed by the Committee; and f. Any other cost approved by the Committee. 4. The budget may, in the future, include amounts for non-bond funding of additional Project work, as well as Excess Payments following final payment of all bonds and any other matters of interest to the Committee. 5. The annual budget shall be based on a 12-month period starting July 1st of a calendar year through and including June 30 of the succeeding calendar year. 6.9.2.2 For purposes of 9.2.1(3)this Section : 1. The Authority shall provide annual budget detail listing personnel requirements by work function, their gross payroll, payroll burdens and the estimated percentage of each work function to be required for operation and maintenance. The estimated costs for materials, supplies, engineering and other costs shall be provided in sufficient detail to allow the Committee a reasonable basis to analyze the budget in the approval process and to provide a basis for the annual audit of actual costs. 2. The Authority shall provide annual budgets detailing the estimated costs relating to FERC license requirements and property insurance and the Project specific administrative and general costs and to be paid to the AEAAuthority. 9.32 Auditing Standards and Procedures. 9.32.1 An annual audit shall be performed by qualified independent auditors selected by the Committee and, to be completed on or before the first day of December of each year. 9.23.2 The primary purpose of the audit is to verify expenses. The scope of the audit shall include the operating and maintenance costs relating to the ProjectFacilities, , the annual Project-specific costs of the AEAAuthority, and the AEA Authority and Committee assets, liabilities, and costs including all funds administered by the AEA Authority and the Committee, necessary to establish a true-up of Aannual Project Ccosts. 9.23.3 The annual financial statements shall disclose the comparison of actual operating results to the annual budget. 9.23.4 The members shall make available to the auditors such records and schedules required in their examination of the financial statements in a timely manner. 9.34 Standards for Capital Asset Acquisition and Accounting. To provide for a comprehensive, consistent policy of ownership and control, the Committee has designated the AEA Authority as owner of all capital assets which benefit the Project while retaining the right to control all capital assets associated with the Project. 9.34.1 Capital assets include an asset acquired for the benefit of the Project that has a value of $500 or more, a useful life of at le ast one year, and substantially comprises a Retirement Unit as listed in the Federal Energy Regulatory Commission List of Retirement Units, as amended from time to time. 9.34.2 The Committee shall transfer ownership of any assets held in trust for the Project to the AEAAuthority. 9.34.3 The Committee will have control and management of all capital assets purchased with the state or utility f unds, and the Committee shall manage all proceeds derived from the sales upon retirement of these capital assets and to purchase additional capital assets for the benefit of the Project. 9.34.4 To the extent that purchase costs can be minimized through the State of Alaska’s purchasing power, the AEA Authority may make purchases on behalf of the Committee as “Purchasing Agent”. To the extent other purchasing alternatives are preferable, the Committee may use those procedures. The Committee is under no obligation to follow the State Procurement Code for acquisitions with any of the funds. ARTICLE 10 - COMMITTEE FUNDS AND ASSETS 10.1 Required Funds. The following funds wereare required to be established by the Bond Resolution: Construction Fund Debt Service Fund, consisting of an Interest Account and a Principal Account Capital Reserve Fund Renewal and Contingency Reserve Fund Excess Inventory Fund Revenue Fund Operating Fund Revolving Construction Fund Any continuation and/or changes to the Required Funds following payment of the Bond shall be determined by the Committee. ARTICLE 11 - PROJECT INSURANCE 11.1 Coverage Limits. Insurance shall be secured and maintained in types and amounts as are “customary” for facilities of similar types and sizes as the Project. The initial determination of “customary insurance” shall be made by the Committee in concert with the insurance consultant employed by the Authority. 11.2 Self-Insurance. The amounts and types of insurance determined “customary,” including the minimum amounts required in the Bond Resolution, may be maintained through self-funded insurance methods. 11.3 Insurance Claim Proceeds. Disposition of insurance claim proceeds for damage or destruction of the physical facilities is governed by Section 715 of the Bond Resolution. Application of any other insurance proceeds accruing to the Project shall be determined by the Committee. 11.4 Annual Review. The Authority and the Committee together shall review annually the insurance types and amounts carried with respect to the Project. ARTICLE 12 - PROCEDURES FOR DISPUTE RESOLUTION 12.1 Procedural Rules. The Project Management Committee shall perform its decision-making responsibilities consistent with the Power Sales Agreement and any duly adopted procedural rules. 12.2 Authority. In the event the authority of the Committee to act is at issue, the Committee shall first make a finding as to its authority. If the Committee determines that it has the authority to consider the matter, it shall decide the issue on its merits. If the Committee determines that it does not have the authority to consider the matter, the matter will be subject to immediate judicial resolution. If the court determines that the Committee in fact had authority to consider the matter, the matter shall be remanded for Committee action. 12.3 Judicial Review. Any action, or failure to act, of the Committee shall be subject to judicial review. The reviewing court shall (a) set aside any Committee action found to be arbitrary, capricious or otherwise not in accordance with law or with the terms of the Agreement, and (b) order the Committee to take action if such action has been unreasonably withheld or delayed. Failure of any party to appeal any Committee decision shall not constitute a waiver of the right to appeal any future decision. Judicial review shall be governed by the laws of the State of Alaska and shall be filed in the Alaska Court System. 12.4 Arbitration. Upon agreement of the Committee representatives of the Authority and any three utilities, the Committee may refer any matter within the Committee’s authority to arbitration. Unless otherwise unanimously agreed to by the members of the Committee, arbitration shall be conducted before an arbitrator selected under the guidelines of the American Arbitration Association and the arbitration shall be conducted in accordance with the commercial arbitration rules of the American Arbitration Association then in effect. In addition, the arbitrator must have education and experience in the particular matter being arbitrated. The arbitrator shall have no authority, power or jurisdiction to alter, amend, change, modify, add to or delete any of the provisions of the Agreement and the decision of the arbitrator shall be subject to judicial review as a Committee decision, in accordance with Section 12.3 above. 12.5 Cost of Arbitration. The costs incurred in connection with the arbitration shall be apportioned by the arbitrator as she or he deemed reasonable and s appropriate. ARTICLE 13 - REIMBURSEMENT OF TRAVEL AND PER DIEM EXPENSES 13.1 Committee Meetings. The Committee has established a policy for reimbursing the cost of travel and per diem expenses with respect to attendance at meetings of the Committee as follows: 13.1.1 Unless otherwise determined by the Committee, eEach party shall be responsible for reimbursed for the cost of travel and any per diem necessary for its representative and alternate representative to attend meetings of the Committee in accordance with their respective travel policies., subject to the following policy: a) Travel must be by the most direct route and will be reimbursed based on actual ground transportation, agreed upon mileage, or standard airfare. Total travel costs shall not exceed a maximum amount determined by airline coach fare. b) Reimbursement of actual costs exclusive of transportation costs will not exceed $150.00 per day for a maximum of two days’ travel and actual meeting days for each duly convened meeting of the Committee. 13.1.2 Application must be made to the Secretary of the Committee for reimbursement. 13.2 Special Purpose Committee Meetings. Unless otherwise determined by the Committee, each party shall be responsible for the cost of travel and any per diem for its representative and alternate representative to attend meetings of the Committee in accordance with their respective travel policies.The Committee has established a policy for reimbursing the cost of travel and per diem expenses with respect to attendance at meetings of the special purpose committees created by the Project Management Committee, subject to the following policy: a) Travel must be by the most direct route and will be reimbursed based on actual ground transportation, agreed upon mileage, or standard airfare. Total travel costs shall not exceed a maximum amount determined by airline coach fare. b) Reimbursement of actual costs exclusive of transportation costs will not exceed $150.00 per day for a maximum of two days’ travel and actual meeting days of the special purpose committee. 13.1.3 Application must be made to the Secretary of the Committee for reimbursement. 13.3 Other Expenses. The Committee shall determine when any other expenses will be reimbursed on a case-by-case basis. ARTICLE 14 - OTHER POLICIES 14.1 Numbering of Resolutions. The Committee has established that all resolutions and actions adopted by the Committee shall be assigned a number. The first part of the number shall be the last two digits of the year in which the resolution or action is adopted (e.g., Resolution 88-__). The second part shall be a sequential number reflecting the order which the resolution or action was adopted, beginning with the number “01,” and increasing by one with the adoption of each subsequent resolution or action. The Secretary of the Committee shall establish and maintain an official journal for recording resolutions [and actions] of the Committee. 14.2 Definition of Terms. Except as otherwise provided, terms included in these Bylaws shall take the meaning specified in the Power Sales Agreement. 14.3 Amendment of Bylaws. These Bylaws may be altered, amended, or repealed and new Bylaws adopted by the Bradley Project Management Committee at any regular or special meeting, subject to the voting requirements set out in Article 5.10 of these Bylaws. _____________ ATTACHMENT 1 TO AMENDED AND RESTATED BYLAWS OF BRADLEY PROJECT MANAGEMENT COMMITTEE 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 pursuant to BPMC Resolution 20-04). Bradley Lake Operator Report Page 1 Bradley Lake Operator Report BPMC December 10, 2021 Unit Statistics: Generation Unit 1 (MWhrs) Unit 2 (MWhrs) Total (MWhrs) October 2021 November 2021 December 2021* 17,585 15,105 4,205 15,380 15,885 3,853 32,965 30,990 8,058 Hydraulics Avg. Lake Level (ft.) Usage (ac ft.) Fish water (CFS) October 2021 November 2021 December 2021* 1141 1137 1129.3 33,072 31,242 8,213 60.1 AVG 67.8 AVG 47.9 AVG Battle Creek Inflows to Bradley Fish Water October 2021 November 2021 December 2021* 394.3 ACF** 366 ACF** ** 17.3 AVG** 18.4 AVG** 18.5 ** *As of December 6, 2021 ** Battle Creek Diversion shut down 10/14/21 reopened 10/30/21 and shutdown again 11/05/21. After each shutdown the sluice gate was opened 100% Lake Level – 1128.2’ as of December 6, 2021 Activities 1) New building –The architect continues to work the final design. We are working toward bidding the project this winter. 2) Bridges –The repair of the bridges is complete. 3) Fire system – A system inspection was completed the week of November 15th. 4) Battle Creek – Battle Creek was shut down and drained on October 12th. With the big storm threatened at the end of the month, we re-opened Battle Creek on October 30th. 5) Battle Creek second shutdown – The second shut down occurred on November 5th. For the week we re-opened we diverted almost 677 AC-FT. Bradley Lake Operator Report Page 2 6) Flow meter disagreement – During the second operation of Battle Creek we noticed a large disagreement between the flow meter and the calculated flow value (6 vs 49CFS). The curve that was programmed in had not been updated/corrected to the revised curve. This disagreement occurred at very low flows so past data is accurate. 7) GIS Inspection –The 10-year inspection on the Bradley SF6 GIS was accomplished the week of November 8. The gas analyzer that ABB brought did not work, it also leaked, so no gas analysis was accomplished. The counters ABB furnished would not work so we have some issues to resolve with ABB. 8) GIS inspections #2 – During the inspection ½ of the plant and bus were separated from the system, when we re-energized the 75 MVA transformer the system incurred a substantial frequency excursion (59.6 HZ). In addition, because the Diamond Ridge line is loaded and the Soldotna line is standing open at the plant, there was a phase shift between the two lines large enough to cause the sync check relays to prevent breaker closure. We’re looking into opening up the sync window on the relays. In order to close back into the Soldotna line, CEA opened the line at Soldotna, the Plant closed in to the dead line and CEA sync’d at Soldotna. 9) GIS inspections #3 – During the inspection of the second ½ of the plant and bus we lost the entire plant on returning that bus segment to service. The internal plant station service bus must be transferred to the live side of the plant to maintain station service. During the second ½ of testing the UPS inverter had gone to bypass and when the plant was switched, the entire control system went black resulting in a total plant blackout. The new UPS is ready to be installed as we have been waiting for a multi-day plant outage to accomplish this. Since the entire plant went black we could restore the open lines (no phase shift present). 10) New Hire – We are currently looking to hire a fulltime Operator for Bradley, so far, the applicants have not met our requirements. We currently have a fairly strong candidate that came to Bradley December 6 for a face to face interview. 11) Battle Creek Fish Survey – ADF&G has removed their equipment for the year, the survey is complete for this year 12) D Hittle Report – D Hittle provided a draft, the draft was distributed and no comment were received. D Hittle is completing the final version. 13) Unit 2 Oil – We took a short outage and cleaned up the residual oil on Unit 2, no major issues were present. 14) On the Job Injury – One of the Bradley staff suffered an on the job injury and is on light duty. 15) Microwave Hut – we have had issues with temperature control within the microwave hut due to extreme cold weather. Bradley Lake Operator Report Page 3 16) Short Staff – Bradley is down 1 operator due to retirement, one operator is on light duty and one operator is on medical leave so we have been getting by with a very short staff. 17) SNOW and more SNOW- we have had extensive snowfall and have had a hard time keeping the runway cleared due to the amount of snow. 18) Robert Day’s Retirement – Bob plans to retire effective January 14, 2022. It has been a lot of fun. Thanks for the ride. Battle Creek Diversion October 26 2021 This is something different, try linking this on your computer, it is a great video of The Bradley duck pond, the runway and Kachemak Bay. It takes a minute to load and no, it not a virus. https://1drv.ms/v/s!AgK6XLMYpfLmgrFFqmYWbVv6A_vYvg Attached is a report of Bradly output (Unit 1 and Unit 2) for the last five days. One unit is normally “base loaded” and one load follows, but Bradley is run at fairly high loads. I thought this might be of interest to the committee. Bradley O&D Report to the BPMC Friday December 10, 2021 1. Report from the Bradley O&D Committee Meeting November 15, 2021. 2. Present: Pete Sarauer (GVEA); Russell Thornton (CEA); Bob Day (HEA); Josh Crowell (MEA; Lance Roberts (GVEA); Bryan Carey (AEA); David Lockard (AEA); Lance McKimson (MEA); Larry Jorgensen(HEA) 3. Bradley O&D meeting was held at the AEA and via teleconference. 4. Bradley O&D discussed a wide range of topics including: a. Lidar Survey – Elevation data for survey was made with a different zero elevation basis resulting in a 8’ difference from old elevation data. At the current elevation the difference is 280.55 acft at 1137’ lake level. HEA will be contacting engineer to update the data to match the old measurements “project zero”. b. SQ Line Rebuild i. State will get direction from BPMC on sole sourcing the design work to Chugach. c. Battle Creek Flow Measurement i. See Operators Report 5. Water and Power Report a. 29,719 MWh of energy were delivered to Bradley Lake Participants in the month of November. b. Inflow was down 8,704 acft from the November forecast. This is the 5 month in a row inflow has been below forecast. Putting Bradley Lake 89,657 acft below for the water year. Usage forecasts were updated to reflect this diminished availability of energy. 6. ASSIGNMENTS – a. HEA will get budget and SCOPE for implementing the Oscillation Study Results. i. Working with EPS to complete voltage study before Oscillation study result implementation. Start work on Voltage study in December 2021. HEA should have results early next year. b. CEA, investigate modifications to BDS to automate HEA Wheeling of power to Bradley participants. i. Chugach SCADA department is developing scope and schedule to provide this functionality. c. CEA, Audit of participant Bradley Usage for BPMC i. No update d. HEA, BPMC assignment work with DOWL to resolve flow meter issue. i. Construction is postponed till access is available next year. e. New Assignment, HEA, investigate options to automate Battle Creek measurements and ICCP reporting. i. Emerson work to convert data so it will be accessible from ICCP. Need to put in next year’s budget. Bradley Lake Budget to Actual Expense Report 07/01/2021 to 08/31/2021 Page 1 of 13 ALASKA ENERGY AUTHORITY BRADLEY LAKE HYDROELECTRIC PROJECT Schedule A Expenses for the period 07/01/21 to 08/31/21 FY21 FY21 FY22 FY22 BUDGET ACTUALS BUDGET ACTUALS Replace/Automate Fish Water Valve Actuators 40,000 - Upgrade Crews Quarters and Residents Kitchen - 139,000 Battle Creek Bridge Repair - 141,368 - 79,410 UPS Replacement 37,000 34,438 - IRIS Air Gap Monitoring System (computer) 45,000 45,000 18,675 Replace Dump Truck and Sander 170,000 166,608 20,000 KVM switch for Emerson 3,000 - Spare Trash Pump 20,000 - Housing Preliminary Design 10,000 10,375 - Emerson Cybersecurity Update 137,000 138,555 - Heavy Duty trailer for equipment 20,000 ABB Replace GIS Actuators 240,000 Replacement pickup truck 45,000 Needle Valve rebuild 150,000 2,798 Start new servo design 100,000 Total Non R&C Capital Purchases 462,000 491,344 759,000 100,883 BRADLEY LAKE CAPITAL PURCHASES NOT FUNDED BY R&C FUND Page 2 of 13 ALASKA ENERGY AUTHORITY BRADLEY LAKE OPERATIONS & MAINTENANCE SCHEDULE B BUDGET TO ACTUAL EXPENSES FOR THE PERIOD 07/01/2021 THROUGH 08/31/2021 FY 22 FY 21 FY22 Approved Budget BUDGET % 07/01/2021 - 08/31/2021 HEA Actual CEA Actual AEA Actual Total Actual (Over) Under Budget to Date FY21 Approved Budget FY21 Actual Summary by expense type AIDEA Staff Professional Services (Direct)- - - - 27,545 27,545 (27,545) - 94,811 Labor & Benefits 1,307,994 218,001 246,721 15,330 - 262,050 (44,049) 1,413,289 1,057,949 Travel 38,450 6,408 - - - - 6,408 44,950 1,729 Training 49,300 8,217 6,795 - - 6,795 1,422 49,300 23,044 Contractual 1,044,525 174,087 219,333 - 11,814 231,147 (57,060) 844,340 678,386 Contractual - Design Services - - - - - - - 59,000 - Consulting-Administrative - - - - 275 275 (275) 2,500 3,095 Supplies & Materials 429,345 71,558 54,543 - - 54,543 17,015 389,345 184,554 Other Costs 67,318 11,219 8,924 7,349 - 16,273 (5,054) 70,818 63,105 Equipment, Furniture and Machinery 73,000 12,166 194 - - 194 11,972 170,000 43,206 Administrative Costs 1,968,134 328,023 6,219 - 279,220 285,438 42,585 1,254,574 1,120,408 Indirect Costs 1,486,285 247,714 336,123 - - 336,123 (88,409) 1,330,587 1,295,342 6,464,351 1,077,393 878,852 22,678 318,854 1,220,384 (142,991) 5,628,703 4,565,629 FERC 535 - Operation Supervision & Engineering Operations Sup/Eng Bradley Lake Operating Labor & Benefits 107,604 17,934 27,674 - - 27,674 (9,740) 107,453 90,114 Travel 10,450 1,742 - - - - 1,742 10,450 408 Training 9,300 1,550 - - - - 1,550 9,300 2,076 Contractual 11,000 1,833 - - - - 1,833 11,000 - Supplies & Materials 4,000 667 315 - - 315 352 4,000 2,767 Administrative Costs - - - - - - - - (9,745) Indirect Costs 155,698 25,950 38,803 - - 38,803 (12,853) 155,698 125,787 Bradley Lake Operating Total 298,052 49,676 66,793 - - 66,793 (17,117) 297,901 211,408 FERC 535 - Operation Supervision & Engineering Total 298,052 49,676 66,793 - - 66,793 (17,117) 297,901 211,408 FERC 537 - Hydraulic Expenses Hydraulic Expenses Bradley Lake Operating Labor & Benefits 84,192 14,032 17,041 - - 17,041 (3,009) 84,192 71,311 Travel 8,000 1,333 - - - - 1,333 10,000 129 Contractual 73,000 12,167 - - - - 12,167 (37,000) 32,071 Contractual - Design Services - - - - - - - 59,000 - Supplies & Materials 16,000 2,667 - - - - 2,667 59,000 2,297 Equipment, Furniture and Machinery 39,000 6,500 - - - - 6,500 32,000 - Administrative Costs - - - - - - - - (8,712) Indirect Costs 114,320 19,053 25,139 - - 25,139 (6,086) 114,320 97,168 Bradley Lake Operating Total 334,512 55,752 42,180 - - 42,180 13,572 321,512 194,263 Bradley Battle Creek Diversion Bradley Battle Creek Diversion Total - - - - - - - - - FERC 537 - Hydraulic Expenses Total 334,512 55,752 42,180 - - 42,180 13,572 321,512 194,263 FERC 538 - Electric Expenses Electric Expenses Bradley Lake Operating Labor & Benefits 218,044 36,341 51,708 - - 51,708 (15,367) 218,044 234,061 Travel 7,000 1,167 - - - - 1,167 7,000 110 Training 25,000 4,167 6,795 - - 6,795 (2,628) 25,000 20,968 Contractual 5,000 833 - - - - 833 2,000 - Supplies & Materials 42,732 7,122 27 - - 27 7,095 41,732 23,744 Other Costs - - - - - - - 5,000 2,102 Equipment, Furniture and Machinery 11,000 1,833 - - - - 1,833 73,000 30,979 Administrative Costs - - - - - - - - (25,026) Indirect Costs 262,004 43,667 64,036 - - 64,036 (20,369) 262,004 270,826 Bradley Lake Operating Total 570,780 95,130 122,566 - - 122,566 (27,436) 633,780 557,763 FERC 538 - Electric Expenses Total 570,780 95,130 122,566 - - 122,566 (27,436) 633,780 557,763 FERC 539 - Misc. Hydraulic Power Generation Expenses Misc Hydro Power Exp Bradley Lake Operating Labor & Benefits 104,788 17,465 17,041 - - 17,041 424 105,047 70,287 Training 15,000 2,500 - - - - 2,500 15,000 - Contractual 287,525 47,921 84,405 - - 84,405 (36,484) 287,525 200,971 Supplies & Materials 17,900 2,983 5,398 - - 5,398 (2,415) 17,900 26,564 Other Costs - - - - - - - 65,468 - Administrative Costs - - - - - - - - (21,052) Indirect Costs 114,320 19,053 25,139 - - 25,139 (6,086) 114,320 95,770 Bradley Lake Operating Total 539,533 89,922 131,983 - - 131,983 (42,061) 605,260 372,541 BRADLEY CIRCUITS/RADIO TO BERNICE LK Other Costs 35,695 5,949 8,924 - - 8,924 (2,975) - 32,721 BRADLEY CIRCUITS/RADIO TO BERNICE LK Total 35,695 5,949 8,924 - - 8,924 (2,975) - 32,721 BRADLEY CIRCUITS BERNICE LK TO ANCH Other Costs 29,773 4,962 - 7,349 - 7,349 (2,387) - 26,732 BRADLEY CIRCUITS BERNICE LK TO ANCH Total 29,773 4,962 - 7,349 - 7,349 (2,387) - 26,732 FERC 539 - Misc. Hydraulic Power Generation Expenses Total 605,001 100,833 140,907 7,349 - 148,255 (47,422) 605,260 431,994 FERC 541 - Maintenance Supervision & Engineering Maint Supervision/Eng H:\Accounting\AEA FY22 FS Shared Files\Bradley Lake\Monthly Reports\2021-08-31\08 2021 - FY21 Budget to Actuals - Bradley.xlsx 3 of 13 11/17/2021 ALASKA ENERGY AUTHORITY BRADLEY LAKE OPERATIONS & MAINTENANCE SCHEDULE B BUDGET TO ACTUAL EXPENSES FOR THE PERIOD 07/01/2021 THROUGH 08/31/2021 FY 22 FY 21 FY22 Approved Budget BUDGET % 07/01/2021 - 08/31/2021 HEA Actual CEA Actual AEA Actual Total Actual (Over) Under Budget to Date FY21 Approved Budget FY21 Actual Bradley Lake Operating Labor & Benefits 114,758 19,126 27,764 - - 27,764 (8,638) 270,154 88,901 Administrative Costs - - - - - - - - (9,493) Indirect Costs 155,698 25,950 38,803 - - 38,803 (12,853) - 126,172 Bradley Lake Operating Total 270,456 45,076 66,567 - - 66,567 (21,491) 270,154 205,580 FERC 541 - Maintenance Supervision & Engineering Total 270,456 45,076 66,567 - - 66,567 (21,491) 270,154 205,580 FERC 542 - Maintenance of Structures Maintenance of Structures Bradley Lake Operating Labor & Benefits 77,639 12,940 16,506 - - 16,506 (3,566) 77,639 71,573 Contractual 89,000 14,833 57,889 - - 57,889 (43,056) 59,000 2,010 Supplies & Materials 243,713 40,619 29,576 - - 29,576 11,043 100,713 36,182 Equipment, Furniture and Machinery 23,000 3,833 194 - - 194 3,639 52,000 12,227 Administrative Costs - - - - - - - - (11,689) Indirect Costs 105,421 17,570 23,956 - - 23,956 (6,386) 105,421 95,689 Bradley Lake Operating Total 538,773 89,795 128,121 - - 128,121 (38,326) 394,773 205,993 FERC 542 - Maintenance of Structures Total 538,773 89,795 128,121 - - 128,121 (38,326) 394,773 205,993 FERC 543 - Maintenance of Reservoirs, Dams & Waterways Maint Res, Dams, WWays Bradley Lake Operating Labor & Benefits 40,744 6,791 321 - - 321 6,470 40,744 217 Travel 5,000 833 - - - - 833 5,000 - Contractual 6,500 1,083 - - - - 1,083 21,500 - Supplies & Materials 15,000 2,500 - - - - 2,500 15,000 - Administrative Costs - - - - - - - - (55) Indirect Costs 56,689 9,448 497 - - 497 8,951 56,689 336 Bradley Lake Operating Total 123,933 20,655 818 - - 818 19,837 138,933 498 BRADLEY POWER TUNNEL MAINT (Dam) Contractual 15,000 2,500 - - - - 2,500 - - BRADLEY POWER TUNNEL MAINT (Dam) Total 15,000 2,500 - - - - 2,500 - - FERC 543 - Maintenance of Reservoirs, Dams & Waterways Total 138,933 23,155 818 - - 818 22,337 138,933 498 FERC 544 - Maintenance of Electric Plant Maintenance of Elec Plant Bradley Lake Operating Labor & Benefits 309,110 51,518 67,631 - - 67,631 (16,113) 309,110 298,880 Travel 4,500 750 - - - - 750 4,500 - Contractual 49,000 8,167 19,667 - - 19,667 (11,500) 86,000 18,639 Supplies & Materials 30,000 5,000 870 - - 870 4,130 38,000 25,336 Administrative Costs - - - - - - - - (31,974) Indirect Costs 423,178 70,530 96,061 - - 96,061 (25,531) 423,178 393,039 Bradley Lake Operating Total 815,788 135,965 184,230 - - 184,230 (48,265) 860,788 703,920 FERC 544 - Maintenance of Electric Plant Total 815,788 135,965 184,230 - - 184,230 (48,265) 860,788 703,920 FERC 545 - Maintenance of Misc. Hydraulic Plant Maint of Misc Hydr Plant Bradley Lake Operating Labor & Benefits 69,297 11,550 16,075 - - 16,075 (4,525) 69,297 67,198 Contractual 3,900 650 - - - - 650 3,900 2,447 Supplies & Materials 34,000 5,667 12,395 - - 12,395 (6,728) 58,000 66,128 Administrative Costs - - - - - - - - (9,789) Indirect Costs 98,957 16,493 23,688 - - 23,688 (7,195) 98,957 90,555 Bradley Lake Operating Total 206,154 34,360 52,159 - - 52,159 (17,799) 230,154 216,539 FERC 545 - Maintenance of Misc. Hydraulic Plant Total 206,154 34,360 52,159 - - 52,159 (17,799) 230,154 216,539 FERC 556 - System Control & Load Dispatching System Cntl & Load Disp Bradley Lake Operating Labor & Benefits 19,708 3,285 2,778 - - 2,778 507 21,140 14,101 Contractual 53,000 8,833 45,065 - - 45,065 (36,232) 53,000 4,703 Supplies & Materials 6,000 1,000 5,962 - - 5,962 (4,962) 6,000 813 Administrative Costs - - - - - - - - (997) Bradley Lake Operating Total 78,708 13,118 53,805 - - 53,805 (40,687) 80,140 18,620 Bradley Battle Creek Diversion Bradley Battle Creek Diversion Total - - - - - - - - - Snow Measurement Bradley Lake Operating Contractual 10,000 1,667 - - - - 1,667 10,000 10,000 Administrative Costs - - - - - - - - (400) Bradley Lake Operating Total 10,000 1,667 - - - - 1,667 10,000 9,600 Seismic Service Bradley Lake Operating Contractual 62,000 10,333 - - 11,814 11,814 (1,481) 62,000 59,801 Administrative Costs - - - - - - - - (2,392) Bradley Lake Operating Total 62,000 10,333 - - 11,814 11,814 (1,481) 62,000 57,409 Streamguaging Serv Bradley Lake Operating Contractual 218,000 36,333 - - - - 36,333 183,615 193,615 Administrative Costs - - - - - - - - (7,745) H:\Accounting\AEA FY22 FS Shared Files\Bradley Lake\Monthly Reports\2021-08-31\08 2021 - FY21 Budget to Actuals - Bradley.xlsx 4 of 13 11/17/2021 ALASKA ENERGY AUTHORITY BRADLEY LAKE OPERATIONS & MAINTENANCE SCHEDULE B BUDGET TO ACTUAL EXPENSES FOR THE PERIOD 07/01/2021 THROUGH 08/31/2021 FY 22 FY 21 FY22 Approved Budget BUDGET % 07/01/2021 - 08/31/2021 HEA Actual CEA Actual AEA Actual Total Actual (Over) Under Budget to Date FY21 Approved Budget FY21 Actual Bradley Lake Operating Total 218,000 36,333 - - - - 36,333 183,615 185,870 Permits Bradley Lake Operating Other Costs 350 58 - - - - 58 350 1,550 Administrative Costs - - - - - - - - (62) Bradley Lake Operating Total 350 58 - - - - 58 350 1,488 FERC 556 - System Control & Load Dispatching Total 369,058 61,509 53,805 - 11,814 65,620 (4,111) 336,105 272,987 FERC 562 - Station Expenses Station Expenses Bradley Lake Operating Labor & Benefits 134,147 22,358 2,180 15,330 - 17,510 4,848 83,010 49,729 Travel 3,500 583 - - - - 583 4,500 53 Contractual 61,600 10,267 12,307 - - 12,307 (2,040) 1,800 54,752 Supplies & Materials 15,000 2,500 - - - - 2,500 44,000 724 Other Costs 1,500 250 - - - - 250 - - Equipment, Furniture and Machinery - - - - - - - 13,000 - Administrative Costs - - - - - - - - (4,210) Bradley Lake Operating Total 215,747 35,958 14,487 15,330 - 29,817 6,141 146,310 101,048 FERC 562 - Station Expenses Total 215,747 35,958 14,487 15,330 - 29,817 6,141 146,310 101,048 FERC 571 - Maintenance of Overhead Lines Maint of OH Lines Bradley Lake Operating Labor & Benefits 27,963 4,661 - - - - 4,661 27,459 1,577 Contractual 100,000 16,667 - - - - 16,667 100,000 99,378 Supplies & Materials 5,000 833 - - - - 833 5,000 - Administrative Costs - - - - - - - - (4,038) Bradley Lake Operating Total 132,963 22,161 - - - - 22,161 132,459 96,916 FERC 571 - Maintenance of Overhead Lines Total 132,963 22,161 - - - - 22,161 132,459 96,916 FERC 920 & 930 - Administrative Expense AEA Bradley Fixed Admin Fees Bradley Lake Operating AIDEA Staff Professional Services (Direct)- - - - 27,545 27,545 (27,545) - 94,811 Travel - - - - - - - 3,500 1,029 Consulting-Administrative - - - - 275 275 (275) 2,500 3,095 Administrative Costs 85,790 14,298 - - 7,699 7,699 6,599 19,755 91,681 Bradley Lake Operating Total 85,790 14,298 - - 35,519 35,519 (21,221) 25,755 190,615 Bradley Battle Creek Diversion Bradley Battle Creek Diversion Total - - - - - - - - - Battle Creek Operating Battle Creek Operating Total - - - - - - - - - SHARED - AEA Bradley Lake Administrative Costs - - - - - - - - 70,742 SHARED - AEA Bradley Lake Total - - - - - - - - 70,742 Operating Committee Exp-Audit Bradley Lake Operating Administrative Costs 19,900 3,317 - - - - 3,317 19,900 21,120 Bradley Lake Operating Total 19,900 3,317 - - - - 3,317 19,900 21,120 Operating Committee Exp-Legal Bradley Lake Operating Administrative Costs 70,000 11,667 - - 32,924 32,924 (21,257) 70,000 60,098 Bradley Lake Operating Total 70,000 11,667 - - 32,924 32,924 (21,257) 70,000 60,098 Operat Committee Exp-Arbitrage Bradley Lake Operating Administrative Costs 5,000 833 - - 35 35 798 5,000 2,818 Bradley Lake Operating Total 5,000 833 - - 35 35 798 5,000 2,818 Trust & Account Fees Bradley Lake Operating Administrative Costs 13,000 2,167 - - - - 2,167 13,000 11,441 Bradley Lake Operating Total 13,000 2,167 - - - - 2,167 13,000 11,441 Misc Admin Bradley Lake Operating Administrative Costs 12,000 2,000 - - - - 2,000 18,900 18,202 Bradley Lake Operating Total 12,000 2,000 - - - - 2,000 18,900 18,202 FERC 920 & 930 - Administrative Expense Total 205,690 34,282 - - 68,478 68,478 (34,196) 152,555 375,036 FERC 924 & 925 - Insurance Premiums Insurance Premiums Bradley Lake Operating Administrative Costs 1,382,444 230,407 6,219 - 208,920 215,138 15,269 748,019 678,003 Bradley Lake Operating Total 1,382,444 230,407 6,219 - 208,920 215,138 15,269 748,019 678,003 Risk Management Bradley Lake Operating Administrative Costs 25,000 4,167 - - - - 4,167 - - Bradley Lake Operating Total 25,000 4,167 - - - - 4,167 - - FERC 924 & 925 - Insurance Premiums Total 1,407,444 234,574 6,219 - 208,920 215,138 19,436 748,019 678,003 FERC 928 - Regulatory Commission Expenses H:\Accounting\AEA FY22 FS Shared Files\Bradley Lake\Monthly Reports\2021-08-31\08 2021 - FY21 Budget to Actuals - Bradley.xlsx 5 of 13 11/17/2021 ALASKA ENERGY AUTHORITY BRADLEY LAKE OPERATIONS & MAINTENANCE SCHEDULE B BUDGET TO ACTUAL EXPENSES FOR THE PERIOD 07/01/2021 THROUGH 08/31/2021 FY 22 FY 21 FY22 Approved Budget BUDGET % 07/01/2021 - 08/31/2021 HEA Actual CEA Actual AEA Actual Total Actual (Over) Under Budget to Date FY21 Approved Budget FY21 Actual FERC Admin Fees Bradley Lake Operating Administrative Costs 150,000 25,000 - - - - 25,000 175,000 156,071 Bradley Lake Operating Total 150,000 25,000 - - - - 25,000 175,000 156,071 FERC Related Prof Services Bradley Lake Operating Administrative Costs - - - - - - - - (6,567) Bradley Lake Operating Total - - - - - - - - (6,567) BRADLEY FERC PART 12 INSPECTION Administrative Costs 25,000 4,167 - - - - 4,167 75,000 42,396 BRADLEY FERC PART 12 INSPECTION Total 25,000 4,167 - - - - 4,167 75,000 42,396 BRADLEY CONTRACTUAL ENGINEER-FERC LICENSE ISSUES Administrative Costs 180,000 30,000 - - 29,642 29,642 358 110,000 121,783 BRADLEY CONTRACTUAL ENGINEER-FERC LICENSE ISSUES Total 180,000 30,000 - - 29,642 29,642 358 110,000 121,783 FERC 928 - Regulatory Commission Expenses Total 355,000 59,167 - - 29,642 29,642 29,525 360,000 313,682 Total Bradley Lake Budget 6,464,351 1,077,393 878,852 22,678 318,854 1,220,384 (142,991) 5,628,703 4,565,629 H:\Accounting\AEA FY22 FS Shared Files\Bradley Lake\Monthly Reports\2021-08-31\08 2021 - FY21 Budget to Actuals - Bradley.xlsx 6 of 13 11/17/2021 BRADLEY LAKE R&C FUND DISBURSEMENTS AND REPAYMENTS SCHEDULE D Expenses for the period 07/01/21 to 08/31/21 Actual Projected Actual Projected @ 6/30/21 TO REPAY @ 8/31/21 TO REPAY Budget Description Expense @6/30/21 Expense @8/31/21 FY22 R&C FUND PROJECTS Governor 0.00 4,052,070.14 0.00 4,052,070.14 0.00 Replace RFLS 0.00 251,092.69 0.00 251,092.69 0.00 Replace Runners 0.00 1,946,732.79 0.00 1,946,732.79 0.00 Replace cable from dam to power house 0.00 2,321,922.94 0.00 2,321,922.94 0.00 Replace power system stabilizer 0.00 619,205.10 0.00 619,205.10 0.00 Replace two RTUs 0.00 86,905.27 0.00 86,905.27 0.00 Culvert Repairs 0.00 675,966.79 0.00 675,966.79 0.00 Tower Repair for Jack Frost Heaves 0.00 887,596.62 0.00 887,596.62 0.00 Replace Plant and SCADA Controls 0.00 1,344,683.05 0.00 1,344,683.05 0.00 Vibration Monitoring System 0.00 490.00 0.00 490.00 0.00 Fire Alarm System Replacement 64,452.15 105,631.24 2,887.77 108,519.01 150,000.00 Battle Creek Diversion 0.00 1,170,000.00 0.00 1,170,000.00 0.00 Bradley Replace Electro-Mechanical Relays 0.00 1,277,197.06 0.00 1,277,197.06 0.00 Fishwater Screen Debris Removal 0.00 312,236.43 0.00 312,236.43 0.00 Turbine Nozzel Repair 0.00 1,428,861.07 0.00 1,428,861.07 0.00 Spillway Raise 0.00 0.00 0.00 0.00 0.00 SVC replacement Daves Creek | Soldotna 0.00 8,517,991.11 0.00 8,517,991.11 0.00 Equipment Storage Shed 0.00 510,550.13 0.00 510,550.13 0.00 Emerson Operating System Upgrade 0.00 622,665.00 0.00 622,665.00 0.00 Generator #2 Replacement 0.00 953,212.71 0.00 953,212.71 0.00 Road Grader 0.00 0.00 0.00 0.00 0.00 Battle Creek Construction 3,739,590.93 3,739,590.93 0.00 3,739,590.93 0.00 Battle Creek Cash Call-Expended 750,000.00 750,000.00 0.00 750,000.00 0.00 Battle Creek Cash Call-Paid by Utilities (750,000.00)(750,000.00)0.00 (750,000.00)0.00 Needle Repairs 1,482,791.23 1,482,791.23 0.00 1,482,791.23 0.00 Construct Additional Residence 0.00 0.00 1,500.00 1,500.00 980,000.00 Spillway Raise & Expansion Project 0.00 0.00 2,948.64 2,948.64 500,000.00 5,286,834.31 32,307,392.30 7,336.41 32,314,728.71 1,630,000.00 Current Year R&C Repayment (2,209,060.11)(184,000.00) Adjust balance to $5 million 0.00 0.00 Interest in Fund Applied to Repayment (269,487.40)(41,301.90) Net Transfer from Revenue Fund (2,478,547.51)(225,301.90) Cumulative Prior Years R&C Repayments (25,518,390.50)(27,707,352.30) Due to (from) Utilities 289,585.71 (1,630,142.51) Adjust Due to R&C Actual 0.00 0.00 (25,228,804.79)(29,337,494.81) NET DUE TO R&C FUND 4,600,040.00 2,751,932.00 R&C FUND CASH FLOW PROJECTION Beginning Investment Balance 3,922,231.19 1,069,522.90 Disbursements-current year -Accrual (4,906,857.12)669,562.90 Disbursements-prior year accrued (406,104.23)(379,977.19) Utilities' R&C Refund (18,294.45)(289,585.71) Net other cash inflow(outflow)0.00 0.00 Current year interest earnings 269,487.40 41,301.90 Participants Contributions to R&C Fund 2,209,060.11 184,000.00 Ending Investment Balance 1,069,522.90 1,294,824.80 Accrued Due to (from) Utilities (289,585.71)1,630,142.51 R&C payable back to the revenue fund 0.00 0.00 Accrued R&C vendor Payable at Year End (379,977.19)(676,899.31) PROJECTED NET DUE + ENDING INVESTMENT BALANCE 5,000,000.00 5,000,000.00 REPAYMENT AMOUNT $1,341,405.96 x 25% all 4 years (FY18)4th 335,351.49 $1,715,556.80 x 25% all 4 years (FY19)3rd 428,889.20 4th 428,889.20 $412,050.13 x 25% all 4 years (FY20)2nd 103,012.53 3rd 103,012.53 $5,286,834.31 x 25% all 4 years (FY21)1st 1,321,708.58 2nd 1,321,708.58 FY22 ACTUALS 1st 1,834.10 2,188,961.80 1,855,444.41 Page 7 of 13 ALASKA ENERGY AUTHORITY BRADLEY LAKE HYDROELECTRIC PROJECT Battle Creek Capital Purchases Schedule E Expenses for the period 07/01/21 to 08/31/21 FY21 FY21 FY22 FY22 Budget Actual Budget Actual Battle Creek Diversion 320,000 7,913 Battle Creek Associated Costs 15,000 3,656 Vent Enlargment 50,000 950 Pressure Sensor w SCADA 25,000 164 Power feed to LBC Bridge 25,000 864 Total Non R&C Capital Purchases 320,000 7,913 115,000 5,633 BATTLE CREEK CAPITAL PURCHASES NOT FUNDED BY R&C FUND Page 8 of 13 ALASKA ENERGY AUTHORITY BATTLE CREEK OPERATIONS & MAINTENANCE SCHEDULE F BUDGET TO ACTUAL EXPENSES FOR THE PERIOD 07/01/2021 THROUGH 08/31/2021 FY 22 FY 21 FY22 Approved Budget BUDGET % 07/01/2021 - 08/31/2021 HEA Actual CEA Actual AEA Actual Total Actual (Over) Under Budget to Date FY21 Approved Budget FY21 Actual Summary by expense type Direct Purchases/Travel - - - - - - - - 2,174 AIDEA Staff Professional Services (Direct)- - - - 4,274 4,274 (4,274) - 22,840 Contractual 126,000 21,000 - - - - 21,000 111,000 82,481 Administrative Costs 273,610 45,601 - - 2,859 2,859 42,742 436,714 367,325 399,610 66,601 - - 7,133 7,133 59,468 547,714 474,820 FERC 535 - Operation Supervision & Engineering Operations Sup/Eng Battle Creek Operating Administrative Costs - - - - - - - - 9,745 Battle Creek Operating Total - - - - - - - - 9,745 FERC 535 - Operation Supervision & Engineering Total - - - - - - - - 9,745 FERC 537 - Hydraulic Expenses Hydraulic Expenses Bradley Battle Creek Diversion Bradley Battle Creek Diversion Total - - - - - - - - - Battle Creek Operating Contractual 81,000 13,500 - - - - 13,500 66,000 37,481 Administrative Costs - - - - - - - - 8,712 Battle Creek Operating Total 81,000 13,500 - - - - 13,500 66,000 46,193 FERC 537 - Hydraulic Expenses Total 81,000 13,500 - - - - 13,500 66,000 46,193 FERC 538 - Electric Expenses Electric Expenses Battle Creek Operating Administrative Costs - - - - - - - - 25,026 Battle Creek Operating Total - - - - - - - - 25,026 FERC 538 - Electric Expenses Total - - - - - - - - 25,026 FERC 539 - Misc. Hydraulic Power Generation Expenses Misc Hydro Power Exp Battle Creek Operating Administrative Costs - - - - - - - - 21,052 Battle Creek Operating Total - - - - - - - - 21,052 FERC 539 - Misc. Hydraulic Power Generation Expenses Total - - - - - - - - 21,052 FERC 541 - Maintenance Supervision & Engineering Maint Supervision/Eng Battle Creek Operating Administrative Costs - - - - - - - - 9,493 Battle Creek Operating Total - - - - - - - - 9,493 FERC 541 - Maintenance Supervision & Engineering Total - - - - - - - - 9,493 FERC 542 - Maintenance of Structures Maintenance of Structures Battle Creek Operating Administrative Costs - - - - - - - - 11,689 Battle Creek Operating Total - - - - - - - - 11,689 FERC 542 - Maintenance of Structures Total - - - - - - - - 11,689 FERC 543 - Maintenance of Reservoirs, Dams & Waterways Maint Res, Dams, WWays Battle Creek Operating Administrative Costs - - - - - - - - 55 Battle Creek Operating Total - - - - - - - - 55 FERC 543 - Maintenance of Reservoirs, Dams & Waterways Total - - - - - - - - 55 FERC 544 - Maintenance of Electric Plant Maintenance of Elec Plant Battle Creek Operating Administrative Costs - - - - - - - - 31,974 Battle Creek Operating Total - - - - - - - - 31,974 FERC 544 - Maintenance of Electric Plant Total - - - - - - - - 31,974 FERC 545 - Maintenance of Misc. Hydraulic Plant Maint of Misc Hydr Plant Battle Creek Operating Administrative Costs - - - - - - - - 9,789 Battle Creek Operating Total - - - - - - - - 9,789 FERC 545 - Maintenance of Misc. Hydraulic Plant Total - - - - - - - - 9,789 FERC 556 - System Control & Load Dispatching System Cntl & Load Disp Bradley Battle Creek Diversion Bradley Battle Creek Diversion Total - - - - - - - - - Battle Creek Operating Administrative Costs - - - - - - - - 997 Battle Creek Operating Total - - - - - - - - 997 Snow Measurement Battle Creek Operating Administrative Costs - - - - - - - - 400 Battle Creek Operating Total - - - - - - - - 400 H:\Accounting\AEA FY22 FS Shared Files\Bradley Lake\Monthly Reports\2021-08-31\08 2021 - FY21 Budget to Actuals - Bradley.xlsx 9 of 13 11/17/2021 ALASKA ENERGY AUTHORITY BATTLE CREEK OPERATIONS & MAINTENANCE SCHEDULE F BUDGET TO ACTUAL EXPENSES FOR THE PERIOD 07/01/2021 THROUGH 08/31/2021 FY 22 FY 21 FY22 Approved Budget BUDGET % 07/01/2021 - 08/31/2021 HEA Actual CEA Actual AEA Actual Total Actual (Over) Under Budget to Date FY21 Approved Budget FY21 Actual Seismic Service Battle Creek Operating Administrative Costs - - - - - - - - 2,392 Battle Creek Operating Total - - - - - - - - 2,392 Streamguaging Serv Bradley Battle Creek Diversion Contractual - - - - - - - - 11,250 Bradley Battle Creek Diversion Total - - - - - - - - 11,250 Battle Creek Operating Contractual 45,000 7,500 - - - - 7,500 45,000 33,750 Administrative Costs - - - - - - - - 7,745 Battle Creek Operating Total 45,000 7,500 - - - - 7,500 45,000 41,495 Permits Battle Creek Operating Administrative Costs - - - - - - - - 62 Battle Creek Operating Total - - - - - - - - 62 FERC 556 - System Control & Load Dispatching Total 45,000 7,500 - - - - 7,500 45,000 56,596 FERC 562 - Station Expenses Station Expenses Battle Creek Operating Administrative Costs - - - - - - - - 4,210 Battle Creek Operating Total - - - - - - - - 4,210 FERC 562 - Station Expenses Total - - - - - - - - 4,210 FERC 571 - Maintenance of Overhead Lines Maint of OH Lines Battle Creek Operating Administrative Costs - - - - - - - - 4,038 Battle Creek Operating Total - - - - - - - - 4,038 FERC 571 - Maintenance of Overhead Lines Total - - - - - - - - 4,038 FERC 920 & 930 - Administrative Expense AEA Bradley Fixed Admin Fees Bradley Battle Creek Diversion Bradley Battle Creek Diversion Total - - - - - - - - - Battle Creek Operating Direct Purchases/Travel - - - - - - - - 574 AIDEA Staff Professional Services (Direct)- - - - 4,274 4,274 (4,274) - 22,840 Administrative Costs 261,710 43,618 - - 1,859 1,859 41,759 314,664 33,197 Battle Creek Operating Total 261,710 43,618 - - 6,133 6,133 37,485 314,664 56,611 SHARED - AEA Battle Creek Administrative Costs - - - - - - - - 32,773 SHARED - AEA Battle Creek Total - - - - - - - - 32,773 Operating Committee Exp-Audit Battle Creek Operating Administrative Costs - - - - - - - - 880 Battle Creek Operating Total - - - - - - - - 880 Operating Committee Exp-Legal Bradley Battle Creek Diversion Administrative Costs - - - - - - - - 86 Bradley Battle Creek Diversion Total - - - - - - - - 86 Battle Creek Operating Administrative Costs 5,000 833 - - - - 833 30,000 18,832 Battle Creek Operating Total 5,000 833 - - - - 833 30,000 18,832 Operat Committee Exp-Arbitrage Bradley Battle Creek Diversion Bradley Battle Creek Diversion Total - - - - - - - - - Battle Creek Operating Administrative Costs 2,000 333 - - - - 333 2,000 1,807 Battle Creek Operating Total 2,000 333 - - - - 333 2,000 1,807 Trust & Account Fees Bradley Battle Creek Diversion Administrative Costs - - - - 1,000 1,000 (1,000) - - Bradley Battle Creek Diversion Total - - - - 1,000 1,000 (1,000) - - Battle Creek Operating Administrative Costs 4,800 800 - - - - 800 8,800 8,077 Battle Creek Operating Total 4,800 800 - - - - 800 8,800 8,077 Misc Admin Bradley Battle Creek Diversion Bradley Battle Creek Diversion Total - - - - - - - - - Battle Creek Operating Direct Purchases/Travel - - - - - - - - 1,600 Administrative Costs 100 17 - - - - 17 100 24,922 Battle Creek Operating Total 100 17 - - - - 17 100 26,522 Professional consultants Bradley Battle Creek Diversion Bradley Battle Creek Diversion Total - - - - - - - - - H:\Accounting\AEA FY22 FS Shared Files\Bradley Lake\Monthly Reports\2021-08-31\08 2021 - FY21 Budget to Actuals - Bradley.xlsx 10 of 13 11/17/2021 ALASKA ENERGY AUTHORITY BATTLE CREEK OPERATIONS & MAINTENANCE SCHEDULE F BUDGET TO ACTUAL EXPENSES FOR THE PERIOD 07/01/2021 THROUGH 08/31/2021 FY 22 FY 21 FY22 Approved Budget BUDGET % 07/01/2021 - 08/31/2021 HEA Actual CEA Actual AEA Actual Total Actual (Over) Under Budget to Date FY21 Approved Budget FY21 Actual Battle Creek Operating Administrative Costs - - - - - - - 81,150 57,963 Battle Creek Operating Total - - - - - - - 81,150 57,963 FERC 920 & 930 - Administrative Expense Total 273,610 45,601 - - 7,133 7,133 38,468 436,714 203,551 FERC 924 & 925 - Insurance Premiums Insurance Premiums Battle Creek Operating Administrative Costs - - - - - - - - 28,339 Battle Creek Operating Total - - - - - - - - 28,339 FERC 924 & 925 - Insurance Premiums Total - - - - - - - - 28,339 FERC 928 - Regulatory Commission Expenses FERC Admin Fees Battle Creek Operating Administrative Costs - - - - - - - - 6,503 Battle Creek Operating Total - - - - - - - - 6,503 FERC Related Prof Services Battle Creek Operating Administrative Costs - - - - - - - - 6,567 Battle Creek Operating Total - - - - - - - - 6,567 FERC 928 - Regulatory Commission Expenses Total - - - - - - - - 13,070 Total Bradley Lake Budget 399,610 66,601 - - 7,133 7,133 59,468 547,714 474,820 H:\Accounting\AEA FY22 FS Shared Files\Bradley Lake\Monthly Reports\2021-08-31\08 2021 - FY21 Budget to Actuals - Bradley.xlsx 11 of 13 11/17/2021 ALASKA ENERGY AUTHORITY BRADLEY LAKE HYDROELECTRIC PROJECT SSQ Line Capital Purchases Schedule H Expenses for the period 07/01/21 to 08/31/21 FY21 FY21 FY22 FY22 Budget Actuals Budget Actuals SQ Line Access Documentation 150,000 3,127 1,605 SQ Line Acquisition Costs 40,000 46,029 - SQ Soldotna-Qtz Ck 230kV Construction 750,000 - Total Non R&C Capital Purchases 190,000 49,156 750,000 1,605 SSQ LINE CAPITAL PURCHASES NOT FUNDED BY R&C FUND ALASKA ENERGY AUTHORITY SSQ LINE OPERATIONS & MAINTENANCE SCHEDULE I BUDGET TO ACTUAL EXPENSES FOR THE PERIOD 07/01/2021 THROUGH 08/31/2021 FY 22 FY 21 FY22 Approved Budget BUDGET % 07/01/2021 - 08/31/2021 HEA Actual CEA Actual AEA Actual Total Actual (Over) Under Budget to Date FY21 Approved Budget FY21 Actual Summary by expense type AIDEA Staff Professional Services (Direct)- - - - 2,985 2,985 (2,985) - 8,607 Labor & Benefits 85,820 14,303 - - - - 14,303 32,500 - Contractual 250,000 41,667 - - - - 41,667 110,000 - Supplies & Materials 56,992 9,499 - - - - 9,499 7,500 - Other Costs 7,711 1,285 - - - - 1,285 - - Administrative Costs 44,000 7,333 - - 989 989 6,344 20,000 10,446 444,523 74,087 - - 3,974 3,974 70,113 170,000 19,053 FERC 571 - Maintenance of Overhead Lines Maint of OH Lines SSQ Line Operating Labor & Benefits 85,820 14,303 - - - - 14,303 32,500 - Contractual 250,000 41,667 - - - - 41,667 110,000 - Supplies & Materials 56,992 9,499 - - - - 9,499 7,500 - Other Costs 7,711 1,285 - - - - 1,285 - - SSQ Line Operating Total 400,523 66,754 - - - - 66,754 150,000 - FERC 571 - Maintenance of Overhead Lines Total 400,523 66,754 - - - - 66,754 150,000 - FERC 920 & 930 - Administrative Expense AEA Bradley Fixed Admin Fees SSQ Capital Acquisition AIDEA Staff Professional Services (Direct)- - - - - - - - - SSQ Capital Acquisition Total - - - - - - - - - SSQ Line Operating AIDEA Staff Professional Services (Direct)- - - - 2,985 2,985 (2,985) - 8,607 Administrative Costs 42,000 7,000 - - 989 989 6,011 20,000 1,587 SSQ Line Operating Total 42,000 7,000 - - 3,974 3,974 3,026 20,000 10,194 SHARED - AEA Bradley Lake Administrative Costs - - - - - - - - 5,487 SHARED - AEA Bradley Lake Total - - - - - - - - 5,487 Operating Committee Exp-Legal SSQ Line Operating Administrative Costs - - - - - - - - 3,316 SSQ Line Operating Total - - - - - - - - 3,316 Trust & Account Fees SSQ Line Operating Administrative Costs 2,000 333 - - - - 333 - - SSQ Line Operating Total 2,000 333 - - - - 333 - - FERC 920 & 930 - Administrative Expense Total 44,000 7,333 - - 3,974 3,974 3,359 20,000 18,997 FERC 924 & 925 - Insurance Premiums Insurance Premiums SSQ Line Operating Administrative Costs - - - - - - - - 56 SSQ Line Operating Total - - - - - - - - 56 FERC 924 & 925 - Insurance Premiums Total - - - - - - - - 56 FERC 928 - Regulatory Commission Expenses FERC Admin Fees SSQ Line Operating SSQ Line Operating Total - - - - - - - - - FERC 928 - Regulatory Commission Expenses Total - - - - - - - - - Total Bradley Lake Budget 444,523 74,087 - - 3,974 3,974 70,113 170,000 19,053 H:\Accounting\AEA FY22 FS Shared Files\Bradley Lake\Monthly Reports\2021-08-31\08 2021 - FY21 Budget to Actuals - Bradley.xlsx 13 of 13 11/17/2021 Page 1 of 5 - BPMC RESOLUTION 21-02: UPGRADING AND IMPROVING THE DELIVERABILITY OF PROJECT POWER . BRADLEY LAKE PROJECT MANAGEMENT COMMITTEE RESOLUTION NO. 21- 02 UPGRADING AND IMPROVING THE DELIVERABILITY OF PROJECT POWER INTRODUCTION The Bradley Lake Project Management Committee (“BPMC”) is responsible for the management, operation, maintenance, and improvement of the Bradley Lake Hydroelectric Project (the “Project”), subject to the non-delegable duties of the Alaska Energy Authority (the “Authority”). The Railbelt Electric System (“System”), as currently configured, is not capable of maximizing efficiency of the Project and has not been sufficiently dependable for firm energy transactions. Generation resources are generally more efficient when operated at maximum capacity. The BPMC wants to maximize the efficiency of the Project and the deliverability of the energy produced by the Project for the benefit of the consumers relying on the System. The BPMC and the Authority have identified opportunities to increase the productivity of the Project with investment in specific shovel-ready capital project work. The BPMC plans to leverage the past investments in the Project and optimize its value without additional costs to Alaskans. Through the use of funds already being paid by the utilities purchasing energy produced by the Project (the “Purchasers”) for essential and agreed-upon Required Project Work, the BPMC will be able to fund work that will unconstrain the benefits of the Project, a state-owned renewable resource, by increasing the energy available throughout the System as well as the Purchasers ability to utilize that energy in the most flexible and cost effective way. Increasing the energy available should reduce the overall cost of power generated by the Project to the Purchasers. These shovel-ready projects are designed to optimize the use of the Project with the goal being to minimize costs and stabilize rates for consumers while providing jobs and other economic development opportunities from the Kenai to Fairbanks; without any burden on the State’s budget. The BPMC is determined to move forward with these shovel-ready projects because the benefits from making the Project more productive to the State of Alaska are considerable. Page 2 of 5 - BPMC RESOLUTION 21-02: UPGRADING AND IMPROVING THE DELIVERABILITY OF PROJECT POWER . PURPOSE OF BPMC RESOLUTION 21-02 BPMC Resolution 21-02 sets forth the intent of the BPMC to improve the transmission grid from Homer to Fairbanks which will foster deliverability of the sustainable low-cost clean energy produced by the Project. . BPMC RESOLUTION NO. 21-02 WHEREAS, the Bradley Lake Project Management Committee (“BPMC”) receives its authority under the Bradley Lake Hydroelectric Project Agreement for the Sale and Purchase of Electric Power (“Power Sales Agreement”). WHEREAS, the BPMC is responsible for the management, operation, maintenance, and improvement of the Bradley Lake Hydroelectric Project (the “Project”), subject to the non - delegable duties of the Alaska Energy Authority (the “Authority”). WHEREAS, the Project is one of the lowest cost renewable energy generating facility on the Railbelt Electric System (“System”). WHEREAS, the System, as currently configured, is not capable of maximizing efficiency of the Project and has not been sufficiently reliable for firm energy transactions. WHEREAS, the economic expansion for Alaska and its abundant resources requires access to low-cost energy; therefore, improving the transmission grid and reducing energy costs is an important objective for the State of Alaska. WHEREAS, generation resources such as the Project are generally more efficient when operated at maximum capacity. WHEREAS, the BPMC believes that a series of essential improvements and upgrades to the System (“Work”) can be financed through the use of funds for essential and agreed- upon Required Project Work. WHEREAS, this Work will unconstrain the benefits of the Project by increasing the energy available throughout the System as well as the Purchasers ability to utilize that energy in the most flexible and cost effective way. WHEREAS, the transaction involving the purchase of the Sterling Substation to Quartz Creek Substation transmission line and related terms and other important rights was the first step in a series of actions which the BPMC believes will demonstratively enhance the deliverability of energy produced by the Project. WHEREAS, the BPMC wants to move forward with additional Work to unconstrain the benefits of the Project expeditiously because of the considerable benefits resulting from making the Project more productive to the State of Alaska. Page 3 of 5 - BPMC RESOLUTION 21-02: UPGRADING AND IMPROVING THE DELIVERABILITY OF PROJECT POWER . WHEREAS, the Work identified by the BPMC and the Authority includes capital projects that will improve/enhance the critical transmission path from the Project to the Purchasers’ electric utility systems. WHEREAS, the BPMC formed a Special Committee to manage the issues involved with identifying the individual projects comprising the Work and the manner which the Work will be financed. WHEREAS, the Special Committee has identified individual Work opportunities to increase the productivity of the Project with investment in specific shovel -ready capital projects that will enhance the System which delivers the energy produced by the Project. WHEREAS, the BPMC has requested the State of Alaska - Department of Law (“DOL”) to confirm whether the Work identified by the BPMC can be considered Required Project Work as that term is defined under the Power Sales Agreement. WHEREAS, the DOL issued a memorandum dated May 20, 2020, providing guidance to the BPMC on the transaction involving the sale and transfer of the transmission line from Sterling Substation to Quartz Creek Substation (“SSQ Line”), along with further terms and rights relating to transmission capacity, parallel right-of-way, as well as an upgrade option on the SSQ Line and other related terms (hereinafter referred to as the “SSQ Line Transaction”). WHEREAS, the DOL issued a memorandum dated November 10, 202 1, providing guidance to the BPMC on Work consisting of a series of upgrades and equipment purchases (including the upgrade to the SSQ Line) proposed by the BPMC. This memorandum addressed the proposed upgrade described in the SSQ Line Transaction with subsequent memorandums to be issued on other Work identified by the BPMC. WHEREAS, both the memorandums issued by the DOL found that the definition of Required Project Work is sufficiently broad enough to allow the identified Work to be considered Required Project Work under the Power Sales Agreement , confirming the BPMC’s proposals. The DOL stated that additional analysis should be done with respect to how the Work is consistent with sound economics and national standards in the industry. WHEREAS, the SSQ Line Transaction was executed in 2020 and, among other things, resulted in the SSQ Line becoming part of the assets of the Project. WHEREAS, the purchase amount of the SSQ Line Transaction was financed by the Authority and the payments for the debt service is included in the Annual Project Costs paid by the Purchasers. Page 4 of 5 - BPMC RESOLUTION 21-02: UPGRADING AND IMPROVING THE DELIVERABILITY OF PROJECT POWER . WHEREAS, because of the importance of garnering the benefits of removing the transmission constraints on the Project for the State of Alaska economy, the BPMC is moving forward with its plan to unconstrain the benefits of the Project while the BPMC awaits the other identified Work to be reviewed and considered by the DOL. WHEREAS, the BPMC Special Committee is developing a list of the individual projects which comprise the Work as well as determining the most efficient way to finance the Required Project Work. WHEREAS, time is of the essence regarding the importance of garnering the benefits of removing the transmission constraints on the Project for the State of Alaska economy. WHEREAS, to maximize the improvements to the Project in an expedited manner, the BPMC believes that at times it may be necessary to arrange for one of the Purchasers to use its design and procurement resources to assist in completing the W ork using in-house procurement codes and policies to procure any needed materials and services using a competitive bidding process. WHEREAS, any Purchaser selected to provide such procurement services shall initially be limited to just design and procurement services. WHEREAS, the Engineering Subcommittee to the Special Committee shall be responsible for managing any such procurement services performed by a Purchaser under this Resolution 21-02. WHEREAS, the BPMC intends that all other related tasks associated with the Work shall be performed under written contract approved by the BPMC. THEREFORE, BE IT RESOLVED THAT, the aforementioned comments and Recitals are incorporated and made part of this Resolution No. 21-02; BE IT ALSO RESOLVED THAT, as part of the BPMC’s responsibilities for the management and improvement of the Project, the BPMC will use the funds available for essential and agreed-upon Required Project Work to fund the Work; BE IT ALSO RESOLVED THAT, the BPMC will use the guidance from the DOL regarding Required Project Work to proceed with Work; BE IT ALSO RESOLVED THAT, completion of the Work will unconstrain the benefits of the Project by increasing the energy available throughout the System as well as the Purchasers ability to utilize that energy in the most flexible and cost effective way; BE IT ALSO RESOLVED THAT, the BPMC shall move forward with the Work on an expedited basis because the benefits from making the Project more efficient and productive are considerable for the State of Alaska; Page 5 of 5 - BPMC RESOLUTION 21-02: UPGRADING AND IMPROVING THE DELIVERABILITY OF PROJECT POWER . BE IT ALSO RESOLVED THAT, when necessary and appropriate, the BPMC shall arrange for one of the Purchasers to use its design and procurement resources to assist in completing the W ork using in-house procurement codes and policies to design and/or procure any needed materials and services using a competitive bidding process; BE IT ALSO RESOLVED THAT, all other related tasks associated with the Work shall be performed under a written contract approved by the BPMC. BE IT ALSO RESOLVED THAT, the Special Committee appointed by the BPMC shall continue to focus on the identification and financing of the Work needed to increase the benefits produced by the Project for the State of Alaska. DATED at Anchorage Alaska, this _____ day of December 2021. ___________________________________________ Chair, Anthony M. Izzo Attest: ______________________________ Secretary, Curtis Thayer