HomeMy WebLinkAbout2024-02-08 AEA Agenda and docs813 West Northern Lights Boulevard, Anchorage, Alaska 99503 T 907.771.3000 Toll Free 888.300.8534 F 907.771.3044
REDUCING THE COST OF ENERGY IN ALASKA AKENERGYAUTHORITY.ORG
Alaska Energy Authority Special Board Meeting
Thursday, February 8, 2024 2:00 PM
AGENDA
Dial 1 (888) 585-9008 and enter code 212-753-619# Public comment guidelines are below.
1.CALL TO ORDER
2.ROLL CALL BOARD MEMBERS
3.AGENDA APPROVAL
4.PUBLIC COMMENTS (2 minutes per person) see call in number above
5.NEW BUSINESS –
A.Resolution No. 2024-03 Rural Energy Infrastructure
6.OLD BUSINESS – NONE
A.Resolution No. 2024-02 Providing for Amendments to Resolution 2022-07
7.Next Regularly Scheduled AEA Board Meeting Wednesday, March 6, 2024
8.BOARD COMMENTS
9.ADJOURNMENT
Public Comment Guidelines Members of the public who wish to provide written comments, please email your comments to
publiccomment@akenergyauthority.org by no later than 4 p.m. on the day before the meeting, so they can be shared with board members prior to the meeting. On the meeting day, callers will enter the teleconference muted. After board roll call and agenda
approval, we will ask callers to press *9 on their phones if they wish to make a public comment.
This will initiate the hand-raising function.
We will unmute callers individually in the order the calls were received. When an individual is unmuted, you will hear, “It is now your turn to speak.” Please identify yourself and make your public comments.
ALASKA ENERGY AUTHORITY
RESOLUTION NO. 2024-0x
RESOLUTION OF THE ALASKA ENERGY AUTHORITY REGARDING RURAL ENERGY INFRASTRUCTURE
WHEREAS, rural energy infrastructure is necessary for the life, health, and safety of over
88,000 rural Alaskan residents.
WHEREAS, safe, reliable, and affordable energy is fundamental to the social and
economic wellbeing of rural Alaskans.
WHEREAS, the Governor’s Alaska Energy Security Task Force (AESTF) identified rural
generation, distribution, and storage as a priority, in their report to the Governor.
WHEREAS, power generation, electrical distribution, and fuel storage are required in
197 rural communities.
WHEREAS, historical funding levels are not adequate to reduce the growing unmet
need for Rural Power System Upgrades (RPSU) and Bulk Fuel Upgrades (BFU) in rural Alaska,
which is over $1 billion.
WHEREAS, inadequate funding levels lead to the probability of more energy
infrastructure emergencies
WHEREAS, energy infrastructure emergencies are exponentially more expensive than
planned maintenance and replacement.
WHEREAS, Alaska Energy Authority (AEA) is responsible for Financial and Technical
Assistance for Energy Systems, Facilities, and Equipment in accordance with 3 AAC 108. 100 -990
NOW, THEREFORE, BE IT RESOLVED BY THE ALASKA ENERGY AUTHORITY AS
FOLLOWS:
Section 1. In accordance with the Governor’s AESTF report Rural Priority Strategies C-1
and C-2,
• Identify a funding or financing mechanism for rural communities including a “local
match” for Federal grants.
• Identify opportunities for Public Private Partnerships to finance/fund energy
infrastructure projects in rural Alaska.
• Promote regional planning approach to connected energy, transportation and
broadband infrastructure.
• Replace or appropriately displace community-focused aging infrastructure.
• Invest in pilot projects using appropriate technologies that demonstrate a
regional approach to supplying affordable and reliable power to rural communities
• Invest in repairs and resilient infrastructure that may be at high risk to current and
future natural hazards.
• Expand and inventory technical assistance, training and workforce development
to identify gaps, increase capability and capacity building activities for training a rural
energy workforce.
Section 2. State of Alaska commit sufficient capital budget funding for energy projects in
Rural Alaska, as identified by AEA, communities, and the Legislature.
Dated at Anchorage, Alaska, this 8th day of February 2024.
____________________________________ J. Dana Pruhs, Chair
______________________________________ [SEAL]
Curtis W. Thayer, Secretary
813 W Northern Lights Blvd, Anchorage, AK 99503 Phone: (907) 771-3000 Fax: (907) 771-3044 Email: info@akenergyauthority.org
REDUCING THE COST OF ENERGY IN ALASKA AKENERGYAUTHORITY.ORG
DATE: January 23, 2024
TO: Alaska Energy Authority Board of Directors
FROM: Curtis Thayer, Executive Director
RE: Amending Resolution Regarding Financing of the Bradley Lake Hydroelectric
Project
The purpose of this memo is to recommend approval of Alaska Energy Authority Resolution No. 2024-02 - Providing for Amending Prior Resolutions Regarding Financing of the Bradley Lake Hydroelectric Project.
RESOLUTION NO. 2024 - 02
RESOLUTION OF THE ALASKA ENERGY AUTHORITY PROVIDING FOR
AMENDMENTS TO RESOLUTION 2022-07 REGARDING THE SALE OF NOT TO
EXCEED $200,000,000 OF ALASKA ENERGY AUTHORITY POWER REVENUE
BONDS, ELEVENTH SERIES (BRADLEY LAKE HYDROELECTRIC PROJECT);
PROVIDING FOR AMENDMENTS TO THE TENTH SUPPLEMENTAL RESOLUTION
OF THE AUTHORITY TO SECURE SAID BONDS; AUTHORIZING AMENDMENTS
TO AND THE EXECUTION OF THE LOAN AGREEMENT BETWEEN THE
AUTHORITY AND PURCHASER OF THE SAID BONDS; DELEGATING CERTAIN
AUTHORITY TO THE CHAIR, THE BOARD MEMBER DESIGNEE OF THE CHAIR,
THE EXECUTIVE DIRECTOR AND THE CHIEF FINANCIAL OFFICER; AND
PROVIDING FOR RELATED MATTERS.
RESOLUTION PURPOSE SUMMARY
Resolution No. 2024-02 provides for the approval of revisions to prior resolutions and related documentation with respect to the prior issuance and sale of not to exceed $200,000,000 of Alaska
Energy Authority Power Revenue Bonds, Eleventh Series (Bradley Lake Hydroelectric Project) (the
“Series 2022 Bonds”). If consents from the Purchaser are received the amendments to the Series
2022 Bond financing documents would expand the project definition to allow Series 2022 Bond
proceeds to be used to fund the HVDC submarine circuit crossing Cook Inlet from Nikiski in the
Southern region to Beluga in the Central region to maximize transfer capability between regions
and minimize spinning reserves, thereby reducing fuel usage, and reducing carbon emissions (the
“Underwater HVDC Transmission Line”) and included as a project purpose by the DOE GRIP Grant
designation. Expanding the definition of Series 2022 Bond project definition will also allow for
additional flexibility for funding projects consistent with the GRIP Grant funds. Authorization of
the resolution is contingent on subsequent consents and approvals from National Cooperative
Services Corporation (the “Purchaser”), the Alaska Department of Law with respect to confirming
the Underwater HVDC Transmission Line is Required Project Work, and the Bradley Lake Project
Management Committee.
Alaska Energy Authority Page 2 of 4
SUPPORTING DOCUMENTATION
• Memo from Executive Director
• Resolution 2024-__ Providing For Amendments to Resolution 2022-07 Regarding the
Sale of Not To Exceed $200,000,000 Of Alaska Energy Authority Power Revenue Bonds,
Eleventh Series (Bradley Lake Hydroelectric Project).
• Resolution 2022-06 – (previously adopted)
• Resolution 2022-07 (the “Tenth Supplemental Resolution”)– (previously adopted)
• Grip3 Railbelt Application
• Department of Energy GRIP Grant Letter
• Letter to Governor, State of Alaska Requesting State Match
• Letter to Department of Law Regarding Required Project Work
• Power Sales Agreement PROJECT DESCRIPTION TENTH SUPPLEMENT RESOLUTION
The Issuance Resolution with respect to the Series 2022 Bonds provided for a project described as a Transmission Project. Transmission Project means the acquisition, improvement and development of the electric transmission line systems between the Bradley Junction and Soldotna Substation, the electric transmission line systems between the Soldotna Substation and the Sterling Substation, the electric transmission line systems between the Sterling Substation and the Quartz Creek Substation, and of battery energy storage systems, in each case including associated
rights-of-way and permits, collectively approved by the Committee as Required Project Work.
Based on the Required Project Work determinations of the Department of Law approved projects
were set forth in Resolution 2022-08.
PROJECT DESCRIPTION GRIP GRANT
The proposal and application for the GRIP Grant was pursued following the issuance of the Series
2022 Bonds. The application for the GRIP Grant was all encompassing with respect to significant
project needs of the Bradley Lake Project and Alaska Railbelt electric needs. Thus, the application
encompassed a broader project description than the Transmission Project description used at the
time of the Series 2022 Bond issuance. The GRIP Grant project description is more expansive and
per the acceptance letter “selection is conditioned upon your organization’s agreement to
propose, for DOE’s consideration, a project work scope that eliminates the 2 overhead AC transmission lines and prioritizes (first) underwater HVDC and (second, if feasible) one or both BESS at a federal funding amount of no greater than $206.5M. The non-federal cost share must be at least 50% of the total project costs, consistent with the statutory requirement. The conditions must be resolved to the satisfaction of the DOE” (See attached Department of Energy GRIP Grant Letter). The first prioritized project underwater HVDC was not included within the project description for use of the Series 2022 Bonds.
Alaska Energy Authority Page 3 of 4
REVISED PROJECT DESCRIPTION SERIES 2022 BOND PURCHASER
The Series 2022 Bonds were purchased by a sole purchaser – National Cooperative Services
Corporation (the “Purchaser”). It was determined since the Series 2022 Bonds were purchased by
a single entity a request for amendments to the Series 2022 Bonds and related documents would
be beneficial to determine consistent use of the Series 2022 Bond proceeds related to the GRIP
Grant definition in order to expand the use of the Series 2022 Bond proceeds with GRIP Grant funds. Use of the Series 2022 Bond proceeds for the HVDC line would require consent from the Purchaser and corresponding revisions to the Tenth Supplemental Resolution, Loan Agreement and Series 2022 Bonds. Pursuant to conversations with Fred Eeoff, Financial Advisor with respect to the Series 2022 Bonds, expansion of the Transmission Project definition to include the underwater HVDC line should be economically neutral to the Purchaser. Initial discussions with the Purchaser have been positive and the expectation is a final answer by the end of January. REQUIRED PROJECT WORK – REQUEST TO DEPARTMENT OF LAW
As with the Series 2022 Bonds project description, the GRIP Grant project description with respect to the underwater HVDC line had not been previously considered by the Department of Law regarding the required designation as Required Project Work. On December 21, 2023, a letter was sent to Attorney General Taylor requesting confirmation the underwater HVDC line is Required Project Work as defined in the Power Sales Agreement. On January 18, 2024, the Attorney General provided an initial response confirming the underwater HVDC transmission line
was Required Project Work. It is anticipated a formal memorandum from the Department of Law
will also be received by the end of January.
BENEFITS TO CONSUMERS & RAILBELT ENERGY SYSTEM RELATED TO ALL FUNDING
The upgrades of transmission lines and acquisition of BESS’s will provide multiple benefits to
consumers as follows:
• Cost sharing – The Railbelt Utilities, through the BPMC, will split the cost of the upgrade
or purchase (debt service on the financing), operation and maintenance of the assets.
• Lower energy losses – Upgraded line and BESS will substantially reduce energy losses from
resistance and spinning reserves.
• Grid Stability - The construction and coordination of Battery Energy Storage Systems
(BESS) in the Southern, Central and Northern regions to reassert control over the Grid’s operating point (Frequency) and mitigate the small-signal instability that occurs between the Bradley Project and the grid. Will also add significant grid stability to Dixon and Bradley Lake.
• Better Cost Alignment – Align the allocation of resources with traditional utility methodology, i.e. cost causer/cost payer. From a financial perspective, there would be greater resources available for use on this transmission segment, and the ongoing costs would be spread more equitably to a wider group of ratepayers benefiting from Bradley Lake power.
• Increased Reliability – Reduction in risk of outages from power quality or natural events and related costs for power for ratepayers throughout the Railbelt.
• Future Benefits – Allows for un-constraining Bradley power, which would decrease line lines, increase the capacity of power transmitted, increase the stability of transmission
Alaska Energy Authority Page 4 of 4
system power, and allow for additional renewable energy projects to be constructed on the Kenai Peninsula.
• New Renewable Energy projects and increased stability will benefit the Railbelt Energy
System. These improvements are required irrespective of the nature of fuel supply diversity
and de-carbonization solutions
BENEFITS TO AMENDED DEFINITION TO INCLUDE UNDERWATER HVDC TRANSMISSION LINE Amending the Series 2022 Bond definition of Transmission Project will allow for more efficient funding of capital needs of Bradley Lake Hydroelectric Project and provide for efficient blending of Series 2022 Bond proceeds with GRIP Grant funds and State Match to increase and expand scope to meet all benefits to consumers set forth above.
4856-1840-5534\3
ALASKA ENERGY AUTHORITY
RESOLUTION NO. 2024 - 02
RESOLUTION OF THE ALASKA ENERGY AUTHORITY PROVIDING FOR
AMENDMENTS TO RESOLUTION 2022-07 REGARDING THE SALE OF NOT
TO EXCEED $200,000,000 OF ALASKA ENERGY AUTHORITY POWER
REVENUE BONDS, ELEVENTH SERIES (BRADLEY LAKE HYDROELECTRIC
PROJECT); PROVIDING FOR AMENDMENTS TO THE TENTH
SUPPLEMENTAL RESOLUTION OF THE AUTHORITY TO SECURE SAID
BONDS; AUTHORIZING AMENDMENTS TO AND THE EXECUTION OF THE
LOAN AGREEMENT BETWEEN THE AUTHORITY AND PURCHASER OF THE
SAID BONDS; DELEGATING CERTAIN AUTHORITY TO THE CHAIR, THE
BOARD MEMBER DESIGNEE OF THE CHAIR, THE EXECUTIVE DIRECTOR
AND THE CHIEF FINANCIAL OFFICER; AND PROVIDING FOR RELATED
MATTERS.
WHEREAS, the Alaska Energy Authority ("Authority") is authorized by Title 44, Chapter 83,
of the Alaska Statutes, as amended, to issue bonds for the purpose of carrying out its corporate purpose
and power, including the establishment or increase of reserves to secure or to pay for bonds; and
WHEREAS, the Authority has, pursuant to the Power Revenue Bond Resolution, adopted by the
Board on September 7, 1989, as amended and supplemented ("Master Bond Resolution"), issued ten
series of power revenue bonds subject to terms and conditions set forth in the Bradley Lake Hydroelectric
Project Agreement for the Sale and Purchase of Electric Power (the "Power Sales Agreement") dated as
of December 8, 1987, by and among the Chugach Electric Association, Inc., Golden Valley Electric
Association, Inc., the City of Seward d/b/a Seward Electric System, and Alaska Electric Generation &
Transmission Cooperative, Inc., and as Additional Parties Homer Electric Association, Inc. and
Matanuska Electric Association, Inc. (collectively, "Power Purchasers") and the Authority; and
WHEREAS, the Master Bond Resolution authorizes the issuance of additional bonds for
purposes of financing costs and expenses of planning, designing, acquiring, constructing, installing
capital improvements in connection with the Bradley Lake Hydroelectric Project ("Bradley Project")
subject to terms and conditions set forth therein and the Power Sales Agreement; and
WHEREAS, pursuant to the request of the Power Purchasers the Authority, pursuant to
Resolution No. 2022-06, previously determined to issue its Power Revenue Bonds, Eleventh Series
(Bradley Lake Hydroelectric Project), in an aggregate principal amount not to exceed $270,000,000 to
provide funds to be used to (a) pay all or a portion of the costs of the acquisition, improvement and
development of the electric transmission line systems between the Bradley Junction and Soldotna
Substation, the electric transmission line systems between the Soldotna Substation and the Sterling
Substation, the electric transmission line systems between the Sterling Substation and the Quartz Creek
Substation, and of battery energy storage systems, in each case including associated rights-of-way and
permits, all of which will become an integral part of the Project; (b) fund a debt service reserve account;
and (c) pay costs incurred in connection with the issuance of the Bonds (collectively, the "Project"); and
WHEREAS, subsequent to the adopting of Resolution No. 2022-06 the Authority, pursuant to
Resolution No. 2022-07, approved a tenth supplemental resolution (the “Tenth Supplemental
4856-1840-5534\3
Resolution”) setting forth the terms and provisions of the issuance, sale and delivery of its Power
Revenue Bonds, Eleventh Series (Bradley Lake Hydroelectric Project), in an aggregate principal amount
not to exceed $200,000,000 (the "Series 2022 Bonds") to provide funds to be used for the purpose of (1)
financing a portion of the costs of the Transmission Project, (2) making a deposit to the Capital Reserve
Fund, sufficient to satisfy the Capital Reserve Fund Requirement and (3) paying costs of issuance of the
Bond. The Bond of such Series shall be designated and entitled “Power Revenue Bond, Eleventh Series
(Bradley Lake Hydroelectric Project); and
WHEREAS, the Series 2022 Bonds were issued on November 30, 2022, under and pursuant to
and secured by the Master Bond Resolution and the Tenth Supplemental Resolution; and
WHEREAS, provisions were made for the sale of the Series 2022 Bonds pursuant to a Loan
Agreement entered into between the Authority and National Cooperative Services Corporation (the
"Purchaser"); and
WHEREAS, subsequent to the issuance of the Series 2022 Bonds the Authority was awarded
pursuant to letter dated October 3, 2023, and issued by the U.S. Department of Energy the Authority to
receive a funding opportunity grant in the amount of $206,500,000 (the “GRIP Grant”), subject to
meeting certain additional requirements including providing for an equal amount of state match funds
(the “State Match”); and
WHEREAS, portions of the Bradley Lake Hydroelectric Project to be funded by the proceeds of
the Series 2022 Bonds may also be funded by funds to be provided pursuant to the GRIP Grant; and
WHEREAS, the GRIP Grant also provides for funding an HVDC submarine circuit crossing
Cook Inlet from Nikiski in the Southern region to Beluga in the Central region to maximize transfer
capability between regions and minimize spinning reserves, thereby reducing fuel usage, and reducing
carbon emissions (the “Underwater HVDC Transmission Line”); and
WHEREAS, in order to fund the necessary state match necessary to receive the total funds
awarded pursuant to the GRIP Grant the Authority has also requested moneys be provided from the State
of Alaska pursuant to a request to the Governor, State of Alaska; and
WHEREAS, pursuant to a letter dated December 22, 2023, the Authority, as required pursuant to
the Power Sales Agreement and prior to the incurrence of debt must receive a determination from the
Alaska Department of Law the Underwater HVDC Transmission Line is Required Project Work; and
WHEREAS, the Authority now desires to expand the Bradley Lake Hydroelectric Project to
include the Underwater HVDC Transmission Line provided for funding pursuant to the GRIP Grant
portion of the Series 2022 Bonds with no more than $20,000,000 to be used for the Underwater HVDC
Transmission Line, along with such other necessary requests of the Purchaser to amend the bond
documents accordingly (the Bradley Lake Hydroelectric Project, Transmission Project, Underwater
HVDC Transmission Line and other approved projects of the Department of Energy shall hereinafter
collectively be referred to as the “Bradley Lake Hydroelectric and Transmission Project”).
NOW, THEREFORE, BE IT RESOLVED BY THE ALASKA ENERGY AUTHORITY, AS
FOLLOWS:
Section 1. In order to provide funds to finance the Bradley Lake Hydroelectric and Transmission
4856-1840-5534\3
Project the Authority is hereby authorized, conditioned upon approval and receipt of all necessary
consents and approvals from the Purchaser, the Alaska Department of Law, the Bradley Lake Project
Management Committee and any other necessary parties, to amend any and all of the necessary Series
2022 Bond financing documents and Series 2022 Bonds previously executed to expand the uses of Series
2022 Bond proceeds to fund any and all portions of the Bradley Lake Hydroelectric and Transmission
Project with no more than $20,000,000 to be used for the Underwater HVDC Transmission Line.
Section 2. In order finance, construct and equip all, or any part, of the Bradley Lake
Hydroelectric and Transmission Project and to consummate the transactions contemplated in the Tenth
Supplemental Resolution, as amended, subject to appropriate insertions and revisions, be and the same
hereby is in all respects authorized, approved and confirmed, and that the Chair, the Board member
designee of the Chair, Executive Director or Chief Financial Officer of the Authority (each, an
"Authorized Officer") be, and each of them hereby is, authorized, empowered, and directed to execute
Series 2022 Bonds, as amended, whether by manual or facsimile signature, to seal the Series 2022
Bonds, as amended, with the official seal of the Authority (manually or by facsimile), and to deliver, for
and on behalf of the Authority, the Series 2022 Bonds, as amended, to the Purchaser; and that the
provisions of the Tenth Supplemental Resolution, as amended, and Series 2022 Bonds, as amended, be
and the same hereby is authorized, approved and confirmed and is incorporated herein by reference.
Section 3. The Series 2022 Bonds, as may be amended to carry out the purposes hereof, do not
constitute an indebtedness or other liability of the State of Alaska, or any political subdivision thereof,
except the Authority. The Authority does not pledge the faith and credit of the State of Alaska, or any
political subdivision thereof (except the Authority) to the payment of the Series 2022 Bonds, as
amended, and the issuance of the Series 2022 Bonds, as amended, does not obligate the State of Alaska
or any political subdivision thereof (except the Authority) to apply money, or levy or pledge any form
of taxation whatsoever to, payment of the Series 2022 Bonds, as amended. The Authority has no taxing
power.
Section 4. The form and content of the Loan Agreement, as amended, be and the same hereby
are in all respects authorized, approved and confirmed and each Authorized Officer be and hereby are
authorized, empowered and directed to execute and deliver the Loan Agreement, as amended, for and
on behalf of the Authority, with such changes, modifications, additions, and deletions therein as shall
to them seem necessary, desirable or appropriate, their execution of the Loan Agreement, as amended,
to constitute conclusive evidence of their approval of any and all changes, modifications, additions or
deletions therein from the form and content of the Loan Agreement now before this meeting, and that,
from and after the execution and delivery of the Loan Agreement, as amended, each Authorized Officer
be and they hereby are authorized, empowered, and directed to do all such acts and things and to execute
all such documents as may be necessary to carry out and comply with the provisions of the Loan
Agreement, as amended and as executed.
Section 5. The form and content of the Tenth Supplemental Resolution and providing of
the security therefor to the repayment of the Series 2022 Bonds to U.S. Bank Trust Company, National
Association, as Trustee, for the security of the Series 2022 Bonds, including necessary counterparts, but
with such changes, modifications, additions, and deletions therein as shall to them seem necessary,
desirable, or appropriate, the execution thereof to constitute conclusive evidence of their approval of
any and all changes, modifications, additions, or deletions thereto from such form, and that the final
Tenth Supplemental Resolution, as amended, is hereby authorized, approved, confirmed and adopted in
accordance with the Master Bond Resolution and is incorporated herein by reference. Following
4856-1840-5534\3
execution and delivery of the Tenth Supplemental Resolution, as amended, each Authorized Officer be
and they hereby are authorized, empowered, and directed to do all such acts and things and to execute
all such documents as may be necessary or convenient to carry out and comply with the provisions of
the Tenth Supplemental Resolution, as amended and as executed.
Section 6. The Board of the Authority acknowledges and re-confirms the Bradley Lake Project
Management Committee desires to allocate approximately 65% of proceeds of the Series 2022 Bonds
toward transmission upgrades and approximately 35% of proceeds of the Series 2022 Bonds toward the
battery energy storage system serving the Kenai Peninsula, South Central, and Interior Alaska. The
Authority will use commercially reasonable efforts to effectuate such allocation; provided, however, the
Authority in its discretion, may deviate from such allocation, in order to fulfill its purpose and duties,
as set forth in State law.
Section 7. The Authorized Officers be, and each of them hereby is, authorized to execute and
deliver for and on behalf of the Authority any and all additional certificates, documents, opinions or
other papers and perform all such other acts as they may deem necessary or appropriate in order to
implement and carry out the intent and purposes of this Resolution, and all of the acts and doings of the
Authorized Officers of the Corporation that are in conformity with the intent and purposes of these
resolutions, whether heretofore or hereafter taken or done, shall be and the same are hereby in all
respects ratified, confirmed and approved as the acts and deeds of the Corporation.
Section 8. This Resolution does hereby incorporate by reference, as though fully set out herein,
the provisions of the Act, the Master Bond Resolution, the Tenth Supplemental Resolution, the Series
2022 Bonds, and the documents presented to this meeting.
Section 9. All prior resolutions of this Board or any parts thereof in conflict with the
foregoing resolutions are hereby repealed to the extent of such conflict.
Section 10. The recitals to this Resolution, including definition of terms, are incorporated into
this Resolution as if fully set forth herein. Terms used herein and not otherwise defined shall have the
meanings as set forth in the Tenth Supplemental Resolution, as amended.
Section 11. Resolution shall become effectively immediately upon its passage and approval.
DATED at Anchorage, Alaska, this 8th day of February, 2024.
_________________________________
Chair
ATTEST:
__________________________________
Secretary
Tenth Supplemental Resolution Page 1
4146-3513-2990.9
ALASKA ENERGY AUTHORITY
RESOLUTION NO. 2022-07
A SUPPLEMENTAL RESOLUTION
AUTHORIZING THE ISSUANCE, SALE AND
DELIVERY OF POWER REVENUE BOND,
ELEVENTH SERIES (BRADLEY LAKE
HYDROELECTRIC PROJECT), IN AN
AGGREGATE PRINCIPAL AMOUNT NOT TO
EXCEED $200,000,000 AND DETERMINING
RELATED MATTERS
Pursuant to the terms and conditions set forth in the Alaska Energy Authority Power
Revenue Bond Resolution, adopted on September 7, 1989 (as amended and supplemented, the
“Resolution”) and the Authority’s Resolution No. 2022-06, adopted on October 26, 2022, this
Supplemental Resolution is adopted as follows:
ARTICLE I
Definitions and Authority
Section 101.Short Title. This resolution may hereafter be cited by the Authority, and is
hereinafter sometimes referred to, as the “Tenth Supplemental Resolution.”
Section 102.Definitions.
(A)All defined terms contained in the Resolution shall have the same meanings in this
Tenth Supplemental Resolution as such defined terms are given in Section 102 of the Resolution.
(B)In addition, as used in this Tenth Supplemental Resolution, unless the context shall
otherwise require, the following terms shall have the following respective meanings:
Adder shall mean twenty (20) basis points.
Advance means each advance of funds by the Purchaser to the Authority under the Bond.
Advance Request means a request from the Authority to the Purchaser, in the form of
Exhibit A to the Loan Agreement, or otherwise in form and substance satisfactory to the Purchaser,
to make an advance.
Authorized Denomination means $25,000 and integral multiples of $1.00 in excess
thereof.
Bond means the Bond of the Authority authorized by this Tenth Supplemental Resolution
and herein designated “Power Revenue Bond, Eleventh Series.”
Tenth Supplemental Resolution Page 2
4146-3513-2990.9
Designated Representative means the Authority’s Executive Director and Chief Financial
Officer.
DTC means The Depository Trust Company, a limited purpose trust company organized
under the laws of the State of New York, and its successors and assigns.
DTC Participant means a trust company, bank, broker, dealer, clearing corporation and
any other organization that is a participant of DTC.
Fixed Rate means (a) for the Initial Advance (i) for the Initial Fixed Rate Term, (y) six and
06/100 percent (6.06%) per annum so long as the Initial Advance is made on or prior to December
1, 2022, or (z) if the Initial Advance is made after December 1, 2022, such other fixed rate as may
be agreed to in writing by the parties plus the Adder, and (ii) thereafter shall mean (y) such fixed
rate as is then available for loans similarly classified pursuant to the Purchaser’s policies and
procedures then in effect plus the Adder, or (z) such other fixed rate as may be agreed to in writing
by the parties plus the Adder and (b) for the Second Advance, (i) such fixed rate as is then available
for loans similarly classified pursuant to Purchaser’s policies and procedures then in effect plus
the Adder, or (ii) such other fixed rate as may be agreed to in writing by the parties plus the Adder.
Fixed Rate Term means, (a) for the Initial Advance, initially, the Initial Fixed Rate Term
and thereafter shall mean the specific period of time that a Fixed Rate is in effect for the Initial
Advance, and (b) for the Second Advance, the specific period of time that a Fixed Rate is in effect
for the Second Advance.
Initial Advance shall mean the first Advance in the aggregate principal amount of
$166,013,134.
Initial Fixed Rate Term shall mean the period from the Closing Date to December 30,
2032.
Interest Rate Reset Date shall mean the first day following the expiration of the Fixed Rate
Term for an Advance.
Letter of Representations means the Blanket Issuer Letter of Representations dated
October 24, 1997, from the Authority to DTC.
Loan Agreement means that certain loan agreement, or similar type agreement, between
the Authority and the Purchaser relating to the sale of the Bond.
Second Advance means the second Advance, in the maximum principal amount of
$33,986,866.
Second Advance Period means the period beginning on the Interest Reset Date and ending
on the date that is thirty (30) days thereafter.
Purchaser means National Cooperative Services Corporation.
Tenth Supplemental Resolution Page 3
4146-3513-2990.9
Transmission Project means the acquisition, improvement and development of the electric
transmission line systems between the Bradley Junction and Soldotna Substation, the electric
transmission line systems between the Soldotna Substation and the Sterling Substation, the electric
transmission line systems between the Sterling Substation and the Quartz Creek Substation, and
of battery energy storage systems, in each case including associated rights-of-way and permits,
collectively approved by the Committee as Required Project Work.
Variable Rate means the variable rate established by the Purchaser from time to time for
loans similarly classified pursuant to the Purchaser’s policies and procedures then in effect.
Section 103.Authority for this Resolution. This Tenth Supplemental Resolution is
adopted pursuant to the provisions of the Act and the Resolution.
ARTICLE II
Authorization; Terms and Issuance
Section 201.Authorization, Principal Amount, Interest Rate, Designation and Series.
(A)In order to provide funds necessary for the purposes specified in Section 204 of the
Resolution, in accordance with and subject to the terms, conditions and limitations established
herein and in the Resolution, a Series of Power Revenue Bonds is hereby authorized to be issued
in a maximum aggregate principal amount not to exceed $200,000,000. The Bond is being issued
for the purpose of (1) financing a portion of the costs of the Transmission Project, (2) making a
deposit to the Capital Reserve Fund, sufficient to satisfy the Capital Reserve Fund Requirement
and (3) paying costs of issuance of the Bond. The Bond of such Series shall be designated and
entitled “Power Revenue Bond, Eleventh Series (Bradley Lake Hydroelectric Project).”
(B)The Bond shall be issued in the form of a draw down obligation to be funded in up
to two Advances. The Bond will be issued and sold to the Purchaser as a single bond and will be
dated as of the date hereof. The Initial Advance shall be drawn on the date hereof and shall be in
the principal amount of $166,013,134. During the Initial Fixed Rate Term the Initial Advance
shall bear interest at the Fixed Rate. Thereafter the Initial Advance shall bear interest at the Fixed
Rate from time to time in effect for the Initial Advance for the applicable Fixed Rate Term or the
Variable Rate, as provided in the Loan Agreement. Subject to the terms and conditions of the
Loan Agreement, the Authority shall be permitted to request that the Purchaser advance the Second
Advance in the principal amount not to exceed $33,986,866 during the Second Advance Period.
The Second Advance shall bear interest at the Fixed Rate from time to time in effect for the Second
Advance for the applicable Fixed Rate Term or the Variable Rate, as provided in the Loan
Agreement.
(C)The Authority hereby finds and determines that the establishment in the Resolution
of the Capital Reserve Fund will enhance the marketability of the Bond.
Section 202.Purposes; Construction Fund; Reserve Fund.
(A)The purpose for which the Bond is being issued is to (1) finance costs and expenses
of planning, designing, acquiring, and construction of the Transmission Project, (2) make a deposit
to the Capital Reserve Fund, sufficient to satisfy the Capital Reserve Fund Requirement and (3)
Tenth Supplemental Resolution Page 4
4146-3513-2990.9
pay costs of issuance of the Bond. The Authority is of the opinion and hereby determines that the
Transmission Project is necessary to keep the Project in good and efficient operating condition,
consistent with (1) sound economics for the Project and Purchasers (as defined in the Resolution)
and (2) national standards for the industry. The Committee has, by resolution, deemed the
Transmission Project as Required Project Work pursuant to the terms of the Power Sales
Agreement.
(B)There is hereby established within the Construction Fund the Eleventh Series
Construction Account. The Trustee shall deposit proceeds of the Bond, in the amount of
$153,716,038.03 into the Eleventh Series Construction Account and shall hold such proceeds for
the payment of Costs of Acquisition and Construction of the Transmission Project in accordance
with Section 503 of the Resolution; provided, however, that the Designated Representative may
instruct the Trustee to hold a portion of such proceeds or such other amounts for payment of Costs
of Issuance in an amount not to exceed $157,250.00, and the Trustee shall apply such proceeds or
such other amounts to pay such costs as instructed by the Designated Representative.
(C)There is hereby established within the Capital Reserve Fund the Eleventh Series
Capital Reserve Account. The Trustee shall deposit proceeds of the Bond in the amount of
$12,454,345.97 into the Eleventh Series Capital Reserve Account and shall hold such amounts in
accordance with Section 508 of the Resolution.
Section 203.Issue Date and Form; Book-Entry.
(A)The Bond shall be dated as of the date of delivery of the Bond to the Purchaser.
(B)The Bond shall be registered initially in the name of the Purchaser of the Bond, and
shall be issued initially in the form of a single Bond. Registered ownership of the Bond, or any
portions thereof, may not thereafter be transferred except as provided in paragraph (D) below.
(C)The Authority confirms its appointment of the Trustee to serve as the Bond
Registrar under the terms of the Resolution.
(D)In the case of any transfer of ownership of the Bond, the Trustee shall, upon receipt
of the Outstanding Bond, together with a written request of an Authorized Officer and a new Bond
authenticate a single new Bond, registered in the name of a new person, entity or depository, or its
nominee, as the case may be, all as specified in such written request.
(E)If the Bond is subsequently held in book-entry form under this Section, the
Authority and the Trustee may treat DTC (or its nominee) as the sole and exclusive registered
owner of the Bond registered in its name for the purposes of payment of principal or Redemption
Price of and interest on the Bond, selecting the portions thereof to be redeemed, giving any notice
permitted or required to be given to Bondholders under the Resolution, registering the transfer of
such Bond and obtaining any consent or other action to be taken by Bondholders and for all other
purposes whatsoever, and neither the Authority nor the Trustee shall be affected by any notice to
the contrary. Neither the Authority nor the Trustee shall have any responsibility or obligation to
any DTC Participant, any person claiming a beneficial ownership interest in the Bond under or
through DTC or any DTC Participant, or any other person not shown on the registration books of
the Trustee as being a registered owner with respect to the accuracy of any records maintained by
Tenth Supplemental Resolution Page 5
4146-3513-2990.9
DTC or any DTC Participant, the payment by DTC or any DTC Participant of any amount in
respect of the principal or Redemption Price of or interest on the Bond, any notice which is
permitted or required to be given to Bondholders under the Resolution, the selection by DTC or
any DTC Participant of any person to receive payment in the event of a partial redemption of the
Bond, or any consent given or other action taken by DTC as Bondholder. The Trustee shall pay
from monies available under the Resolution all principal and Redemption Price of and interest on
Bond only to or upon the order of DTC, and all such payments shall be valid and effective to fully
satisfy and discharge the Authority’s obligations with respect to the principal or Redemption Price
of and interest on the Bond to the extent of the sum or sums so paid.
Section 204.Places and Manner of Payment. Payment of interest on the Bond will be
made by check or draft mailed by first class mail to the registered owner at the address appearing
on the bond register of the Authority kept at the corporate trust office of the Trustee, or, upon the
written request of a registered owner of at least $1,000,000 in principal amount of Bond received
at least 15 days prior to an interest payment date, by wire transfer in immediately available funds
to an account in the United States of America designated by such registered owner; principal of
the Bond will be made by check or draft mailed by first class mail to the registered owner at the
address appearing on the bond register of the Authority kept at the corporate trust office of the
Trustee with the final installment of principal payable at the corporate trust office of the Trustee
upon surrender of the Bond representing such principal. Both principal of and interest on the Bond
are payable in any coin or currency of the United States of America which, on the respective dates
of payment thereof, shall be legal tender for the payment of public and private debts. If the Bond
shall subsequently be registered in the name of “Cede & Co.,” or its registered assigns, as nominee
of DTC, payment of principal and interest thereon shall be made as provided in the Letter of
Representations and the operational arrangements referred to therein as amended from time to
time.
Section 205.Maturities and Interest Rate. The Bond shall be issued in Authorized
Denominations, shall mature on June 30, 2050, and shall bear interest as provided in Section
201(B) hereof, all as further determined by the Designated Representative pursuant to Section 301
and Section 303 hereof.
Section 206.Numbers and Letters. Bond shall be numbered and lettered in such manner
as the Designated Representative shall determine prior to delivery thereof.
Section 207.Redemption. The Bond shall be subject to redemption (including
redemption by application of sinking fund payments) as determined by the Designated
Representative pursuant to Section 301 hereof.
Section 208.No Redemption of Bond from Construction Fund Moneys. The Bond shall
not be subject to redemption pursuant to subsection 503(8) of the Resolution.
Tenth Supplemental Resolution Page 6
4146-3513-2990.9
ARTICLE III
Sale and Delivery of Bond
Section 301.Sale of Bond.
(A)The Bond shall be sold at negotiated sale to the Purchaser pursuant to the terms of
the Loan Agreement. The Designated Representative is hereby authorized to negotiate terms for
the purchase of the Bond, review, approve and execute the Loan Agreement, with such terms as
are approved by him or her pursuant to this Section and consistent with this Tenth Supplemental
Resolution. The Authority’s financial advisor has advised the Authority that market conditions
are fluctuating and, as a result, the most favorable market conditions may occur on a day other
than a scheduled meeting date of the Authority. The Authority has determined that it would be in
the best interest of the Authority to delegate to the Designated Representative for a limited time
(not to exceed 90 days following the date of adoption of this Tenth Supplemental Resolution) the
authority to approve the final interest rate or rates, interest payment dates, aggregate principal
amount, terms of redemption and redemption rights and principal amounts of each principal
installment/maturity date of the Bond, subject in all events to the terms herein stated. The
Designated Representative is hereby authorized to approve the final interest rate or rates, interest
payment dates, principal installment/maturity date(s), principal installments/maturities, terms of
redemption and redemption rights for the Bond in the manner provided hereafter so long as the
aggregate principal amount of the Bond does not exceed $200,000,000; provided, however, that
notwithstanding the foregoing the Designated Representative is not authorized, empowered, or
directed to execute or deliver the Loan Agreement until the Committee, or its designee for the
Transmission Project, shall have approved the final terms of the Loan Agreement and shall have
requested the Authority to execute and deliver the Loan Agreement.
In determining the final interest rate or rates, interest payment date or dates, aggregate
principal amount, principal installment/maturities dates, principal installments, terms of
redemption and redemption rights, the Designated Representative, in consultation with Authority
staff and the Authority’s financial advisor shall take into account those factors that, in his or her
judgment, will result in the most favorable terms for the Bond, including, but not limited to current
financial market conditions and current interest rates for obligations comparable in tenor and
quality to the Bond.
Subject to the terms and conditions set forth in this Section 301, the Designated
Representative is hereby authorized to execute the final form of the Loan Agreement, upon the
Designated Representative’s approval of the final interest rate or rates, interest payment dates,
aggregate principal amount, principal installments/maturities, terms of redemption and redemption
rights set forth therein. Such terms shall be set forth in Exhibit A to the Loan Agreement and an
exhibit setting forth such final terms of the Bond shall be attached to this Tenth Supplemental
Resolution as Exhibit A, and thereby incorporated into this Tenth Supplemental Resolution. The
authority granted to the Designated Representative by this Section 301 shall expire 90 days after
the date of approval of this Tenth Supplemental Resolution. If a Loan Agreement for the Bond
has not been executed within 90 days after the date of final approval of this Tenth Supplemental
Resolution, the authorization for the issuance of the Bond shall be rescinded, and the Bond shall
not be issued nor their sale approved unless such Bond shall have been re-authorized by resolution
of the Authority. The resolution re-authorizing the issuance and sale of such Bond may be in the
Tenth Supplemental Resolution Page 7
4146-3513-2990.9
form of a new Supplemental Resolution repealing this Tenth Supplemental Resolution in whole or
in part or may be in the form of an amendatory resolution approving a Loan Agreement or
establishing terms and conditions for the authority delegated under this Section 301.
(B)Upon the passage and approval of this Tenth Supplemental Resolution, each
Designated Representative is authorized and directed to undertake all action necessary for the
prompt execution and delivery of the Bond to the Purchaser and to execute the Loan Agreement
and all closing certificates and documents required to effect the closing and delivery of the Bond
in accordance with the terms of the Loan Agreement.
Section 302.Delivery of Bond. The Chair, the Board member designee of the Chair,
Executive Director, Chief Financial Officer and such other person or persons as may be designated
by the Executive Director are specifically designated as Authorized Officers as defined in the
Resolution, and they hereby are severally authorized, after execution of the Bond, to deliver the
Bond to the Trustee for authentication under the Resolution and, upon authentication and upon
receipt of the balance of the purchase price of the Bond, to deliver to the Trustee a written order
in the name of the Authority directing the Trustee to deliver the Bond to or upon the order of the
Purchaser and to receive the proceeds of sale of the Bond and give a written receipt therefor on
behalf of the Authority, to apply said proceeds and the other moneys required to be transferred or
deposited in accordance with the terms of the Resolution and this Tenth Supplemental Resolution
and in such manner as is required to cause the conditions precedent to the issuance of the Bond to
be complied with, and to do and perform or cause to be done and performed, for and on behalf of
the Authority, all acts and things that constitute conditions precedent to the authentication and
delivery of the Bond or that are otherwise required or convenient to be done and performed by or
on behalf of the Authority prior to or simultaneously with the delivery of the Bond. Such
Authorized Officers are hereby severally authorized for and on behalf of the Authority to do or
cause to be done all acts and things required or desirable to be done by the Authority under and
pursuant to the terms of the Resolution and in accordance with the terms and conditions of the
Loan Agreement.
Section 303.Other Matters. The Designated Representative are further authorized from
time to time, without further action from the Board, to select the Fixed Rate Term applicable to
each Advance, to submit the Advance Request to the Purchaser to issue the Second Advance in
the amount determined by the Authorized Officer, to adjust the amortization of the Advances and
to take such actions as are necessary or desirable to administer the in each case as provided in the
Loan Agreement.
ARTICLE IV
Paying Agent
Section 401.Appointment of Paving Agent. U.S. Bank Trust Company, National
Association is appointed Paying Agent for the Bond pursuant to Section 902 of the Resolution.
Tenth Supplemental Resolution Page A-1
4146-3513-2990.9
EXHIBIT A
BOND TERMS
1. The purpose of the Advances is to finance capital costs of the Transmission Project, make
a deposit to the Capital Reserve Fund and pay Note issuance costs.
2. The aggregate Commitment is $200,000,000.00.
3. The Closing Date referred to in Section 1.01 of the Loan Agreement is November 30, 2022,
or on such other Business Day thereafter as may be agreed to by the Borrower and NCSC,
so long as all the conditions set forth in Section 4.01 of the Loan Agreement have been
fulfilled.
4. The Note executed pursuant to the Loan Agreement is as follows:
LOAN NUMBER AMOUNT
AK403-A-9003 $200,000,000.00
5. Amortization schedule for the Initial Advance during the Initial Fixed Rate Term:
3610 Collins Ferry Road, Morgantown, WV 26505 ● 1450 Queen Avenue SW, Albany, OR 97321 ● 626 Cochrans Mill Road, Pittsburgh, PA 15236
October 3, 2023
SENT VIA ELECTRONIC MAIL
Curtis Thayer
Alaska Energy Authority
813 W. Northern Lights Blvd.
Anchorage, AL 99503
cthayer@akenergyauthority.org
SUBJECT: Selection of Application for Negotiation under Topic Area 3 of Funding
Opportunity Announcement Number DE-FOA-0002740, titled “BIL – Grid
Resilience and Innovation Partnerships (GRIP)”
Dear Curtis Thayer:
We are pleased to provide this update on your application. The Grid Deployment Office within
the Department of Energy (DOE) has completed its evaluation of your application submitted in
response to the subject Funding Opportunity Announcement (FOA). The application below has
been recommended by the Grid Deployment Office for negotiation of a financial assistance
award:
Application/Project Title: Railbelt Innovative Resiliency Project;
Principal Investigator Name: Bryan Carey;
Grants.GovTracking Number: GRANT13888581.
Your application was conditionally selected. Selection is conditioned upon your organization’s
agreement to propose, for DOE’s consideration, a project work scope that eliminates the 2
overhead AC transmission lines and prioritizes (first) underwater HVDC and (second, if feasible)
one or both BESS at a federal funding amount of no greater than $206.5M. The non-federal cost
share must be at least 50% of the total project costs, consistent with the statutory requirement.
The conditions must be resolved to the satisfaction of the DOE.
Receipt of this letter does not authorize you to commence with performance of the project. DOE
makes no commitment to issue an award and assumes no financial obligation with the issuance of
this letter. Applicants do not receive an award until award negotiations are complete and the
Contracting Officer executes the funding agreement.
Sincerely,
Jacqulyn Wilson
Contracting Officer
Finance and Acquisition Center
2
cc: FOA File
Bryan Carey, bcarey@akenergyauthority.org
Corporate Office Central Peninsula Service Center
3977 Lake Street 280 Airport Way
Homer, Alaska 99603-7680 Kenai, Alaska 99611-5280
Phone (907) 235-8551 Phone (907) 283-5831
FAX (907) 235-3313 FAX (907) 283-2353
November 9, 2023
The Honorable Michael Dunleavy
Governor of Alaska
Office of the Governor
P.O. Box 110001
Juneau, AK 99811-0001
RE: GRIP Matching Funds
Dear Governor Dunleavy:
You challenged the Railbelt utilities to take bold steps to create a modern electric grid that drives
sustainable economic development in the state and results in the cost-effective delivery of energy
to the citizens of the Railbelt. The Alaska Energy Authority (AEA) and the Railbelt utilities
through the Bradley Lake Project Management Committee (BPMC) secured a federal commitment
of $206.5 million for Grid Resilience and Innovation Partnerships (GRIP) Topic Area 3: Grid
Innovation through the United States Department of Energy (DOE) Grid Deployment Office
(GDO).1 A cost share of 100 percent, or $206.5 million, is required for AEA to receive these funds
from DOE guaranteeing that the $413 million Railbelt Innovative Resiliency (RIR) project is built
in Alaska. AEA could enter into the grant agreement as early as Quarter 2 2024 using these funds
to construct a High Voltage Direct Current (HVDC) submarine cable to serve as a parallel
transmission route off the Kenai Peninsula and to purchase multiple battery energy storage systems
(BESS).
Governor, we responded to your challenge, and we now challenge you to join us in our efforts to
bring a $413 million infrastructure project to fruition in Alaska. We request that you include $206.5
million, for matching funds, in your budget scheduled for release on December 15, 2023. Securing
State funding for the matching funds ensures that we will be ready to start developing the RIR
project in 2024 making significant progress during your last term as Governor — all without
raising the cost of power for the 75 percent of Alaskans residing within the Railbelt.
By including the matching funds of $206.5 million in your budget, we will be able to build a
resilient, clean, smart, low-cost, and unconstrained electrical grid to support a fuel-diverse energy
backbone necessary to safeguard Alaska’s energy security. As you know the existing electric grid
does not support the free transfer of energy throughout the Railbelt. However, this project would
make significant progress in building an electric grid that is not constrained by a limited electrical
transmission system allowing energy to be produced at the lowest cost anywhere on the Railbelt
and freely transferred to where it is needed.
1 Over 700 applications were submitted for Grip Topic Area 3 funds and Alaska was one of 58
applications awarded funding.
Governor Dunleavy
November 9, 2023
Page 2
You challenged us to collaborate and share energy resources to strengthen and build the Railbelt
grid of the future that allows our members, our national defense infrastructure, and communities
access to clean low-cost energy resources from any source on the Railbelt. This project is a critical
foundational step in our joint effort to remove the existing technical constraints on the grid making
that reality possible.
In closing, we request you include the matching funds of $206.5 million to ensure these mission-
critical initiatives are funded. We stand united with AEA in our request for incorporation of the
$206.5 million in the State budget. We appreciate your leadership as we collaborate to pioneer the
future Alaskan energy landscape. We look forward to partnering with your Administration to
pursue these initiatives. Should you have any questions or concerns please feel free to contact me
at your earliest opportunity.
Sincerely,
Brad Janorschke
BPMC Chair
cc: Curtis W. Thayer, Alaska Energy Authority
John Burns, Golden Valley Electric Association
Tony Izzo, Matanuska Electric Association
Arthur Miller, Chugach Electric Association
Rob Montgomery, City of Seward
MEMORANDUM State of Alaska
Department of Law
TO:
FROM:
BPMC participants
AEA Board of Directors
Curtis Thayer
AEA Executive Director
Stefan A. Saldanha
Assistant Attorney General
Labor and State Affairs Section
DATE:
FILE NO.:
TEL. NO.:
SUBJECT:
May 20, 2020
2019104163 (AEA - Kenai
Transmission Line
Discussions)
(907) 269-5156
Whether the SQL Project
meets the definition of
“Required Project Work” in
the PSA
The participants in the Bradley Lake hydroelectric facility (Bradley Lake Project)
are discussing a sale and transfer of the transmission line from Sterling substation to
Quartz Creek substation (SQ Line), along with further terms and rights such as relating to
transmission capacity on a linked transmission line, a parallel right of way, an upgrade
option on the SQ Line and related terms. The proposed transaction is outlined in the draft
documents, dated May 19, 2020, attached as Exhibit A, (the transaction, SQL Project)
and for the purpose of this memorandum will be considered to be agreed upon by all
participants, including HEA, the current owner of the SQ Line and the other rights, and
AEA, the potential future owner.
This memorandum considers whether the SQL Project is “Required Project Work”
(Required Project Work) as defined in the Bradley Lake Power Sales Agreement (PSA).
This analysis is important, because if found to be Required Project Work, financing costs
of the transaction and relevant upgrades could be deducted from future excess payments
paid by the utilities to the State of Alaska under the PSA.
In short, the definition of Required Project Work is sufficiently broad enough,
allowing the SQL Project to be considered Required Project Work under the PSA.
However, additional analysis should be done with respect to how the SQL Project is
consistent with sound economics and national standards in the industry.
CONFIDENTIAL May 20, 2020
Re: Whether the SQL Project meets the definition of
“Required Project Work” in the PSA Page 2 of 14
1. Can the transaction as outlined in Exhibit A be considered as Required
Project Work?
a. Description of SQL Project
The main part of the SQL Project is the sale of the transmission line linking the
substations located in Sterling and Quartz Creek (SQ Line). Also included in the
transaction are (a) the sale of transmission capacity between Soldotna substation and
Sterling substation, (b) certain rights regarding the transmission line between Soldotna
substation and Sterling substation (SS Line), (c) the purchase of a right of way,
containing an unused 69kV transmission line between Sterling substation and Quartz
Creek substation, and (d) the planning for the future upgrades of the SQ and SS Lines.
All permits allowing access to the Kenai National Wildlife Refuge would also be
transferred.
All of these assets are currently the property of HEA, and lie mostly within its
service territory. The buyer would be AEA in its capacity as owner of the Bradley Lake
Project. The SQL Project would then be overseen by the BPMC, and upgrades, capacity
allocation and other rights and obligations would be done in accordance with amended
agreements as approved by the BPMC.
AEA is no longer allowed to construct or acquire new power projects, such as
hydroelectric facilities or interties, without legislative approval.1 However, AEA still has
the power to “improve, equip, operate and maintain power projects”, such as the Bradley
Lake Project, which has been approved by the legislature.2 Additionally, AEA has the
power to “enter into contracts with any person … for the purchase, sale, exchange,
transmission or use of any power from a project, or any right to the capacity of it.”3 The
Department of Law has done detailed research on the statutory powers of AEA and has
concluded that the SQL Project, including upgrades to the SS and SQ lines, is within
AEA’s statutory powers.
The purchase price is estimated at $13.3 million, primarily for the SQ Line.
Upgrade costs have not been determined but could reach $750 thousand per mile, e.g. for
a new 230kV line. The financing structure has not been determined yet, but could
include both short- and long-term financing, including AEA issuing bonds on behalf of
1 SLA 1993, ch. 18, Sec. 10.
2 AS 44.83.080(5).
3 AS 44.84.080(11).
CONFIDENTIAL May 20, 2020
Re: Whether the SQL Project meets the definition of
“Required Project Work” in the PSA Page 3 of 14
the Bradley Lake Project or the utilities themselves financing the costs and expenses and
paying the amounts directly into the annual budget in proportion to their ownership.
There are several other terms and conditions as outlined in Exhibit A, including
operating and maintenance responsibilities, allocation of restoration costs caused by the
Swan Lake Fire, accounting for any disaster compensation received by FEMA, regulatory
cooperation, and a litigation settlement between HEA and the other five Railbelt utilities.
b. Contractual language analysis
The Required Project Work definition in the PSA combines several types of
projects.4 The SQL Project is not repair, renewal, maintenance or replacement work
because the work planned is not of this type and the assets and rights in question were
historically not part of the Bradley Lake Project. Also, the SQL Project is not required by
federal or state law, a licensing or regulatory agency with jurisdiction over the Bradley
Lake Project, or the PSA. These categories of Required Project Work are essentially
routine, and dealt with accordingly in the PSA – AEA essentially has the right to “make
or cause to be made all Required Project Work, provided that funds are legally available
to the Authority for this purpose” and so long as prior reasonable notification is given to
the utilities.5
However, the definition of Required Project Work is broader than just routine,
required work. The SQL Project could be considered an improvement or betterment
necessary to keep the Bradley Lake Project in good and efficient operating condition,
consistent with (1) sound economics for the Project and the Purchasers, and (2) national
standards for the industry. The SQL Project is focused on improving transmission of
Bradley Lake power, which is critical to providing Bradley Lake power to ratepayers.
With the Swan Lake Fire, it was shown that without this transmission in place, the
Bradley Lake Project could only operate in a very limited way, supplying only HEA’s
territory, and the economics of its operation were likely not sound, and there were
significant damages to utilities.
It is probable that this catch-all portion of the Required Project Work definition
was included in the PSA for unforeseen circumstances such as this. This would make
sense considering the term of the PSA, which at the minimum was expected to last
50 years but could easily be extended for several more decades.
4 Section 1(hh), p. 7, PSA
5 Section 4(c), p. 9, PSA.
CONFIDENTIAL May 20, 2020
Re: Whether the SQL Project meets the definition of
“Required Project Work” in the PSA Page 4 of 14
The utilities have strongly argued that the SQL project would be an improvement
or betterment for the Bradley Lake Project because of the ability and competence of the
BPMC to manage this infrastructure. The utilities believe the SQL Project is consistent
with the sound economics. It is not clear what “national standards for the industry” refers
to in the definition, and here the utilities have not suggested any particular standard. It
would be preferable if the utilities would perform a formal economic analysis and have a
consultant opine on the consistency of the SQL Project with national standards for the
industry. For example, an inspection by the manufacturer was performed before the start
of the SVC project.
Finally, there does not seem to be any limitation on where Required Project Work
must be located. However, it makes sense that there should be a strong link to the
original Bradley Lake Project and protection of the Bradley Lake participants’ interests,
otherwise nearly any wholesale transmission infrastructure in the Railbelt could be
considered to be Required Project Work. In this case, the strong link is clear because the
relevant transmission lines carry predominantly (over 90%) Bradley Lake-generated
power, and the proposed plan would protect each purchaser’s allocation rights on the line.
Even HEA, who takes power from a separate transmission network, would keep its
allocation rights on this line for potential economy energy sales.
In addition, the BPMC must approve any alternative methods of carrying out and
funding Required Project Work, inherently protecting all participants’ rights. As
mentioned in Exhibit A, there are alternative methods of carrying out and funding this
project, so the BPMC will have to approve these specific alternatives prior to the
agreement on the SQL Project.
2. Conclusion
The SQL Project cannot be easily characterized under the PSA. Nothing like this
project has ever been done before. However, due to the language in the definition of
Required Project Work, which can be broadly interpreted, the SQL Project could be
considered as such. With the approval of all Parties to the PSA, and studies or reports
supporting the economics and industry standards, the SQL Project can be seen as
necessary to keep the Bradley Lake Project in good and efficient operating condition,
consistent with national industry standards and sound economics.
CONFIDENTIAL May 20, 2020
Re: Whether the SQL Project meets the definition of
“Required Project Work” in the PSA Page 5 of 14
EXHIBIT A – PROPOSED TRANSACTION DOCUMENTS
[AEA Letterhead]
May ___, 2020
Bradley P. Janorschke, General Manager
Homer Electric Association, Inc.
3977 Lake Street
Homer, AK 99603
Re: Letter of Intent
Sale of Transmission Line – Sterling Substation to Quartz Creek Substation
Sale of Transmission Capacity – Soldotna Substation to Sterling Substation
Sale of Transmission Line – 69 kV line between Soldotna and Quartz Creek
Reimbursement of Costs Incurred – Swan Lake Fire
Dear Mr. Janorschke:
This Letter of Intent is intended to set forth certain understandings as of the date hereof by
and between Homer Electric Association, Inc., and its single-member cooperative Alaska Electric
and Energy Cooperative, Inc., each an electric cooperative organized under the laws of the State
of Alaska (together “HEA”), and the Alaska Energy Authority, an instrumentality of the State of
Alaska (“AEA”), and to serve as a basis for further discussions and negotiations between HEA
and AEA with respect to the terms and conditions of the Definitive Agreements (as defined in the
non-binding term sheet attached hereto as Exhibit A (hereinafter referred to as the “Term Sheet”)
and the Proposed Transaction (as defined below). All capitalized terms shall have the meaning
that the terms have in the documents commonly referred to as the “Bradley Agreements.”
HEA and AEA are sometimes referred to herein individually as a “Party” and collectively as
the “Parties.” It is recognized that this Letter of Intent references other agreements that will need
to be addressed by the Bradley Lake Project Management Committee and the Purchasers. Such
agreements will be referenced in the Definitive Agreements as conditions that must be met on or
before closing of this Proposed Transaction. Each Purchaser has executed this Letter of Intent to
evidence its respective agreement and support of the Proposed Transaction as outlined herein.
Unless otherwise defined herein, terms defined in the Term Sheet will have the same meaning
when used in this Letter of Intent.
1. Proposed Transaction. This Letter of Intent and the attached Term Sheet outline the
general terms and conditions pursuant to which AEA proposes to purchase the HEA
Assets (as defined below) from HEA, and HEA proposes to sell the HEA Assets to AEA
(the “Proposed Transaction”).
2. HEA Assets. HEA is the owner of certain electrical transmission facilities and properties
that are currently used by HEA to provide electrical service to the Purchasers of the
CONFIDENTIAL May 20, 2020
Re: Whether the SQL Project meets the definition of
“Required Project Work” in the PSA Page 6 of 14
Bradley Lake Hydroelectric Project (“Bradley Project”) and its customers located in on the
Kenai Peninsula in Alaska (the “HEA Assets”). The HEA Assets are more specifically
described in the Term Sheet.
3. Timing. The Parties will employ commercially reasonable efforts to seek to complete the
negotiation, execution and delivery of mutually acceptable Definitive Agreements on or
prior to September 25, 2020, unless mutually extended by the Parties. The execution and
delivery of the Definitive Agreements shall be subject, among other things, to the approval
of such agreements: (a) on behalf of each Party by their respective governing boards; and
(b) other appropriate management bodies of the Parties.
4. LOI Period; Termination. Unless otherwise agreed, this Letter of Intent shall remain in
effect from the date of execution by both Parties until the earliest of (a) the date of
execution and delivery of the Definitive Agreements (the “Effective Date”); or (b) the
termination of this Letter of Intent by either AEA or HEA at its sole discretion at any time,
effective upon written notice to the other (the “LOI Period”). Termination of this Letter of
Intent without execution and delivery of the Definitive Agreements will release the Parties
from the provisions hereof, except that Sections 7, 8, 9, and 10 of this Letter of Intent shall
remain binding on both Parties, notwithstanding termination hereof.
5. Access. During the LOI Period and, as provided in the Definitive Agreements, HEA will,
subject to reasonable advance notice from AEA and, if necessary, subject to an
appropriate confidentiality agreement, afford reasonable access and all reasonable
opportunity to AEA and/or Bradley Lake Project Management Committee (“BPMC”)
representatives to investigate, inspect and perform due diligence regarding the HEA
Assets during normal business hours. AEA and BPMC representatives and/or agents will
be subject to and observe any applicable HEA rules regarding safety, security and
confidentiality and shall not interfere with or hinder the operation of the HEA Assets.
6. Expenses. Each Party shall bear its own legal, accounting, consulting, regulatory, tax and
other professional fees and expenses and other transaction costs, regardless of whether
the Proposed Transaction is consummated.
7. Confidentiality. The Parties agree that the terms of this Letter of Intent and the attached
Term Sheet shall be confidential subject to all applicable laws and regulations. The Parties
acknowledge that, prior to execution of this Letter of Intent, a Party may present this Letter
of Intent and the attached Term Sheet to its governing board at a public meeting, and that
at such public meeting, this Letter of Intent and the attached Term Sheet will be disclosed
to the public. For avoidance of doubt, such designation and disclosure is not intended,
nor shall it be construed, to apply to any other “Confidential Information” subject to the
terms and conditions of the Information Sharing Agreement Between Homer Electric
Association, Inc. and Alaska Energy Authority and Bradley Lake Project Management
Committee, including but not limited to, any such “Confidential Information” as may in any
way, directly or indirectly, be related to the subject matter of the Letter of Intent or the
Term Sheet.
8. Governing Law. This Letter of Intent shall be governed by the laws of the State of Alaska.
CONFIDENTIAL May 20, 2020
Re: Whether the SQL Project meets the definition of
“Required Project Work” in the PSA Page 7 of 14
9. Counterparts. This Letter of Intent may be executed in several counterparts, each of which
shall be deemed to be an original and all of which shall constitute one and the same
instrument.
10. Effect of This Letter of Intent. This Letter of Intent is not an offer or a commitment on the
part of HEA or AEA or any parent company or affiliate of either. The Parties understand
that except as expressly set forth in this paragraph, this Letter of Intent (including the
attached Term Sheet) constitutes a non-binding statement of the Parties’ respective
intentions with respect to the Proposed Transaction, does not contain all matters upon
which agreement would need to be reached in order for the Proposed Transaction to be
consummated, and therefore does not constitute a binding commitment or agreement with
respect to the Proposed Transaction itself. Any transaction which might result from
discussions shall be contingent upon negotiation and execution of the Definitive
Agreements and receipt of necessary or appropriate approvals, including, to the extent
necessary or appropriate, those of the management and board of HEA and any parent
entities or affiliates as necessary and AEA, and no binding commitment shall arise prior
to then even if the Parties reach some understanding(s) or agreement(s) in principle. The
Closing of such transaction shall be contingent upon receipt of such other conditions
precedent (e.g., government and/or regulatory approvals) to Closing as shall be set forth
in the Definitive Agreements. Any actions taken by a Party in reliance on the non-binding
terms expressed herein (including in the Term Sheet) or on statements made during
negotiations pursuant to this Letter of Intent shall be at that Party’s own risk, and this Letter
of Intent shall not be the basis for a contract by estoppel, implied contract or any other
legal theory. Notwithstanding the foregoing, the Parties acknowledge and agree that
Section Nos. 4, 5, 6, 7, 8, 9, and 10 create, and are intended to create, binding legal and
contractual obligations of the Parties.
If the foregoing is satisfactory to you and reflects your understanding with respect to the
matters referred to in this Letter of Intent, please sign and date the enclosed copy of this Letter of
Intent where indicated below and return such copy, signed and dated, to the undersigned on or
before July 1, 2020. If this Letter of Intent is not executed by HEA and delivered to the
undersigned on behalf of AEA on or prior to July 1, 2020, it shall be null and void.
Sincerely,
Curtis W. Thayer
Executive Director
Alaska Energy Authority
MEMORANDUM State of Alaska
Department of Law
TO:
FROM:
Curtis Thayer
Executive Director
Alaska Energy Authority
Stefan A. Saldanha
Senior Assistant Attorney General
Public Corporations and
Governmental Affairs Section
DATE:
FILE NO.:
TEL. NO.:
SUBJECT:
November 10, 2021
2021103317
(907) 269-6612
Bradley Lake Project -
Whether the upgrade of the
SQL meets the definition of
“Required Project Work”
CONFIDENTIAL COMMUNICATION
The participants in the Bradley Lake hydroelectric facility (“Bradley Lake
Project”) have requested the Department of Law to review whether a series of upgrades
and equipment purchases can be considered required project work under the project
agreement. The proposed work is outlined in a letter from the Bradley Project
Management Committee (“BPMC”), dated August 20, 2021, and for the purpose of this
memorandum will be considered to be agreed upon by all participants. The main
agreement governing the Bradley Lake Project is the Power Sales Agreement (“PSA”).
The BPMC has encouraged the Department of Law to break up the review of the
list of requested upgrades and equipment purchases. This memorandum will be one of a
series analyzing work requested by the participating utilities. In this memorandum, we
review the upgrade of the Sterling to Quartz Creek transmission line (the line, “SQL” and
the upgrade work, “SQL Upgrade”).1
This analysis is important for State financial reasons, because if found to be
required project work as defined in the PSA (“Required Project Work”), future payments
paid by the participating utilities to the State of Alaska under the PSA could be reduced
by the costs of the work.
1 We have researched this question internally at the Department of Law, and
reviewed historical documents concerning AEA and the Bradley Lake Project. However,
we have not analyzed other aspects of this transaction, such as the political, financial, tax
or accounting aspects.
Curtis Thayer, Executive Director November 10, 2021
Re: Is the SQL Upgrade “Required Project Work”? Page 2 of 6
CONFIDENTIAL COMMUNICATION
1. Transmission Line Upgrade within the Bradley Lake Project
Issue: Does the SQL Upgrade meet the requirements of the PSA to be considered
Required Project Work?
Short Answer: The SQL Upgrade should be considered Required Project Work
under the PSA. Additional analysis required by the PSA should also be done by the
relevant experts with respect to how the SQL Upgrade is consistent with sound
economics and national standards in the industry.
2. Most recent DOL interpretation of Required Project Work
The Department of Law most recently reviewed work on the Bradley Lake Project
in May 2020.2 That transaction involved AEA’s purchase of the SQ Line and related
assets and rights (“SQ Acquisition”) to improve transmission of Bradley Lake power. It
was structured as a purchase by AEA for the Bradley Lake Project from Homer Electric
Association. We found that the SQ Acquisition would constitute Required Project Work.
The SQL Acquisition closed on December 17, 2020. It was financed through the
issuance of $17 million in bonds by AEA that were purchased by AIDEA in a private
placement transaction. Because this was Required Project Work, all debt service will be
deductible against payments owed to the State during the term of the bonds (19 years).
This will result in a reduction of approximately $23.9 million being paid to the State.
Our memorandum and related analysis came to the following conclusions that do
not need to be re-analyzed here.
• Required Project Work appears to be a catch-all that combines several
different types of projects, such as construction, equipment replacement or
purchase of new equipment.
• AEA has the statutory powers to carry out the transaction because the SQL
Acquisition was considered an addition or improvement of the existing
Bradley Lake Project. However, considering the potential impact to State
government finances, it is something that should be made widely known
such as by communication with the legislature.
2 The memorandum, dated May 20, 2020, reviews the PSA and historical project
work in more detail than this memorandum in analyzing the prior transaction.
Curtis Thayer, Executive Director November 10, 2021
Re: Is the SQL Upgrade “Required Project Work”? Page 3 of 6
CONFIDENTIAL COMMUNICATION
• No other historical projects were similar to the SQL Acquisition, and other
historical analysis did not shed much light on the interpretation that should
be used for future projects. This is reasonable because due to the original
construction bond termination, the State will help to fund Required Project
Work going forward in accordance with the PSA.
• With the approval of all Parties to the PSA, and studies or reports
supporting the economics and industry standards, the SQL Acquisition can
be seen as Required Project Work necessary to keep the Bradley Lake
Project in good and efficient operating condition.
3. Can the SQL Upgrade be considered as Required Project Work?
a. Description of SQL Upgrade
The SQL Upgrade involves the replacement and upgrade of the current
transmission line from Sterling to Quartz Creek on the Kenai Peninsula, a distance of
approximately 39.3 miles. The SQL is part of the critical transmission path from Bradley
Lake to ratepayers along the Railbelt.3
An upgrade of the line, which was built in the early 1990’s, is also important for
grid stability and improvements. It will increase the line’s capacity, which is currently
115 kV. At the current capacity, there is a restriction on Bradley Lake power that may be
transferred on the SQ Line. The Bradley Lake project is rated for 120 MW, but it rarely
runs at this power level, because the transmission grid is not suitable. When it was first
built in the early 1990’s, the electrical infrastructure in Southcentral Alaska was very
different. This current medium-capacity line also incurs high line losses, which are
estimated at 13,459 MWh per year, which can be valued at $672,950 per year.
The upgrade would cost approximately $53.3 million, or a $1.4 million per mile.
The high cost per mile is because it goes through a national wildlife refuge, is partially in
an aquatic environment and is remote and subject to harsh Alaska weather. This would
upgrade the line to 230kV, which with other upgrades to the grid would allow more
utilization of Bradley Lake power. For example, Bradley Lake could be better used as a
peaking electrical generator, displacing at times natural gas turbines and perhaps even
lowering greenhouse gas emissions and costs. Line losses are estimated to be
significantly reduced to 2,315 MWh per year, resulting in an approximate savings of
$557,000 per year.
3 The current importance of SQL to the Bradley Lake Project was outlined in the previous
DOL memorandum, dated May 20, 2020.
Curtis Thayer, Executive Director November 10, 2021
Re: Is the SQL Upgrade “Required Project Work”? Page 4 of 6
CONFIDENTIAL COMMUNICATION
The overall time period for design and construction of a new line is expected to be
6-7 years. This breaks down to about 3-4 years in design and permitting, and 2-3 years of
construction, which must be carefully planned due to weather and seasonal requirements
of the Kenai National Wildlife Refuge. This large implementation project would require
specialist staff, equipment and materials to be brought in from the lower 48. The newer
higher capacity line will run along the existing easement, and would completely replace
the existing transmission line.
These works would be overseen by the BPMC, and planning, design and
construction and other rights and obligations would be done in accordance with the
Bradley Lake agreements.
The corresponding bond issuances are estimated at approximately $53.3 million
for this project. The financing structure has not been determined yet, but could include
multiple issuances of both short- and long-term financing. It may involve multiple
tranches of AEA bonds on behalf of the Bradley Lake Project, which cost to the utilities
(and ratepayers) is defrayed by the State of Alaska as part of the PSA.
b. Statutory analysis
AEA has broad statutory authority with respect to the Bradley Lake Project and in
particular to comply with the terms of the PSA. However, AEA is no longer allowed to
construct or acquire new power projects, such as hydroelectric facilities or interties,
without legislative approval.4 AEA also has the power to “improve, equip, operate and
maintain power projects”, such as the Bradley Lake Project, which project has been
approved by the legislature.5 Additionally, AEA has the power to “enter into contracts
with any person … for the purchase, sale, exchange, transmission or use of any power
from a project, or any right to the capacity of it.6
Because this project will improve and maintain the assets of the Bradley Lake
Project, the Department of Law concludes that the SQL Upgrade is within AEA’s
statutory powers.
c. Contractual language analysis
4 SLA 1993, ch. 18, Sec. 10.
5 AS 44.83.080(5).
6 AS 44.84.080(11).
Curtis Thayer, Executive Director November 10, 2021
Re: Is the SQL Upgrade “Required Project Work”? Page 5 of 6
CONFIDENTIAL COMMUNICATION
As mentioned, the Required Project Work definition in the PSA combines several
types of projects:
“Required Project Work” means repairs, maintenance, renewals, replacements,
improvements or betterments required by federal or state law, a licensing or
regulatory agency with jurisdiction over the Project, or this Agreement, or
otherwise necessary to keep the Project in good and efficient operating condition,
consistent with (1) sound economics for the Project and the Purchasers, and (2)
national standards for the industry.7
As outlined above, the SQL Upgrade can be described as a renewal, replacement,
improvement or betterment of the Bradley Lake Project. It should be considered as
Required Project Work as defined in the PSA.
The utilities are confident that the SQL Upgrade is consistent with sound
economics and will meet national standards for the industry. To that end, the utilities plan
to perform a formal economic analysis and have a consultant opine on the consistency of
the SQL Upgrade with national standards for the industry. This was also done prior to the
SQL Acquisition.
Finally, the BPMC must approve any alternative methods of carrying out and
funding Required Project Work, inherently protecting all participants’ rights. There may
be alternative methods of carrying out and funding this project, so the BPMC may also
review these specific alternatives prior to the agreement on the SQL Upgrade.
d. Comparison with previous project works
An earlier project replacing transmission equipment is most similar to the SQL
Upgrade. As part of the Bradley Lake Project in 1993, AEA installed two static VAR
compensation systems (SVCs), which control line voltages, to improve the transmission
of Bradley Lake power. They are located in substations in Soldotna and Dave’s Creek on
the Kenai Peninsula. Both substations are along the transmission path of Bradley Lake
power.
On April 21, 2016, as the original SVCs were nearing the end of their life, the
BPMC decided to replace them with a full system upgrade. The approximate cost of this
work was $7.2 million with a service life of at least 20 years. AEA determined that the
SVC replacement was Required Project Work in accordance with the PSA.
7 Section 1(hh), p.7, PSA.
Curtis Thayer, Executive Director November 10, 2021
Re: Is the SQL Upgrade “Required Project Work”? Page 6 of 6
CONFIDENTIAL COMMUNICATION
There are several similarities between these two upgrade projects. Besides being
related to power transmission, both are replacement and improvement projects to
equipment that was already part of the Bradley Lake Project. It is clear that the SQL is
critical for transmission of Bradley Lake power to the Railbelt. In terms of location, both
the SVCs and the SQL Project are located similarly on the transmission path of Bradley
Lake power.
In summary, the SQL Upgrade would not be a completely unique transaction for
the Bradley Lake Project, and a similar project was thought to be Required Project Work.
4. Conclusion
The SQL Upgrade should be considered Required Project Work under the PSA as
a replacement and improvement work for the Bradley Lake Project. With the approval of
all Parties to the PSA, and opinions supporting the economics and compliance with
industry standards, the SQL Upgrade can be seen as necessary to keep the Bradley Lake
Project in good and efficient operating condition.
MEMORANDUM State of Alaska
Department of Law
TO:
FROM:
Curtis Thayer
Executive Director
Alaska Energy Authority
Stefan A. Saldanha
Senior Assistant Attorney General
Public Corporations and
Governmental Affairs Section
DATE:
FILE NO.:
TEL. NO.:
SUBJECT:
January 24, 2022
2021103317
(907) 269-6612
Bradley Lake Project -
Whether the long-term repair
and replacement program
meets the definition of
“Required Project Work”
CONFIDENTIAL COMMUNICATION
The participants in the Bradley Lake hydroelectric facility (“Bradley Lake
Project”) have requested the Department of Law to review whether a series of upgrades
and equipment purchases can be considered required project work under the project
agreement. The proposed work is outlined in a letter from the Bradley Project
Management Committee (“BPMC”), dated August 20, 2021, and for the purpose of this
memorandum will be considered to be agreed upon by all participants. The main
agreement governing the Bradley Lake Project is the Power Sales Agreement (“PSA”).
The BPMC has encouraged the Department of Law to break up the review of the
list of requested upgrades and equipment purchases. In this memorandum, we review the
long-term repair and replacement of infrastructure and equipment at the Bradley Lake
Project as outlined in a detailed report by D. Hittle & Associates, Inc., dated
December 7, 2021 (“engineer’s report”).1
This analysis may have an important fiscal impact to the State, because if found to
be required project work as defined in the PSA (“Required Project Work”), future
payments paid by the participating utilities to the State of Alaska under the PSA could be
reduced or eliminated.
1 We have researched this question internally at the Department of Law, and
reviewed historical documents concerning AEA and the Bradley Lake Project. However,
we have not analyzed other aspects of this transaction, such as the political, financial, tax
or accounting aspects.
Curtis Thayer, Executive Director January 24, 2022
Re: Is long-term repair and replacement “Required Project Work”? Page 2 of 6
CONFIDENTIAL COMMUNICATION
1. Long-term repair and replacement within the Bradley Lake Project
Issue: Is the long-term repair and replacement program as outlined in the
engineer’s report Required Project Work?
Short Answer: The long-term repair and replacement program as outlined in the
engineer’s report should be considered Required Project Work under the PSA.
2. Recent DOL interpretations of Required Project Work
The Department of Law most recently reviewed work on the Bradley Lake Project
in 2020 and 2021.2 Those transactions involved the purchase (“SQ Acquisition”) and
upgrade (“SQ Upgrade”) of the transmission lines in the Soldotna to Quartz Creek area
and related assets and rights, which improve transmission of Bradley Lake power. We
found that the SQ Acquisition and Upgrade would constitute Required Project Work.
The SQL Acquisition closed on December 17, 2020. It was financed through the
issuance of $17 million in bonds by AEA that were purchased by AIDEA in a private
placement transaction. Because this was Required Project Work, all debt service will be
deductible against payments owed to the State during the term of the bonds. This will
result in a reduction of approximately $23.9 million being paid to the State.
The SQL Upgrade has been approved by the BPMC, but financing is still under
discussion. It will take some time to determine the design, procure services and
equipment, and carry out the eventual construction. The cost estimate for the SQ Upgrade
is $53 million.
Our memoranda and related analysis came to the following conclusions that do not
need to be re-analyzed here.
Required Project Work in the PSA appears to be a catch-all that combines
several different types of projects, such as construction, infrastructure
upgrade or replacement or purchase of new equipment and related rights.
AEA has the statutory powers to carry out such work because they were
considered an addition or improvement of the existing Bradley Lake
Project. However, considering the potential impact to State government
2 The memorandum, dated November 10, 2021, reviews the PSA and historical
project work in more detail than this memorandum.
Curtis Thayer, Executive Director January 24, 2022
Re: Is long-term repair and replacement “Required Project Work”? Page 3 of 6
CONFIDENTIAL COMMUNICATION
finances, it is something that should be made publically known, such as by
communication with the legislature.
With the approval of all Parties to the PSA, and studies or reports
supporting the economics and industry standards, the works could be seen
as Required Project Work necessary to keep the Bradley Lake Project in
good and efficient operating condition.
3. Can the long-term repair and replacement outlined in the engineer’s report
be considered as Required Project Work?
a. Description of the long-term repair and replacement program -
engineer’s report
On a regular basis, the long-term repair and replacement costs at the
Bradley Lake Project are estimated by a specialty engineering firm, D. Hittle &
Associates, Inc. The report contains inspection notes, recommendations and projected
expenditures. Except for the transmission lines, it reviews all of the infrastructure and
equipment comprising the Bradley Lake Project. The infrastructure inspected includes
the powerhouse, living quarters, dams, roads, bridges, and airport. Systems and
equipment inspected include the electrical, water and sewage systems, boats, trucks,
heavy machinery and snow machines. The latest report is dated December 7, 2021, and
estimates approximately $64.1 million in repair and replacement costs for a period from
2022 to 2056, or an average annual cost of about $1.7 million.
The report provides extensive guidance. A noteworthy comment in the
report is:
Another significant issue for the [Bradley Lake Project] is the obsolescence of
certain components and equipment. In particular, control systems over the years
have transitioned from mechanical relays and manual switches to digital controls.
The systems at [Bradley Lake Project] have generally been upgraded over time,
however, some components are in need of replacement since parts are no longer
readily available.3
Of particular interest for this memo, it notes that “[t]he [Bradley Lake Project] is
of an age when small things need attention” and “as the [Bradley Lake Project] ages
these small things will become bigger problems and increase the level of maintenance
3 Estimated Long-Term Repair and Replacement Costs, D. Hittle & Associates, Inc., Dec.
7, 2021, at page 3.
Curtis Thayer, Executive Director January 24, 2022
Re: Is long-term repair and replacement “Required Project Work”? Page 4 of 6
CONFIDENTIAL COMMUNICATION
required to maintain a first-class facility or allow for conditions to deteriorate to the point
that major capital replacements will be required that could have been deferred.”4
Historically, these on-going capital costs have been paid for by the utilities with
annual contributions to the budget and without financing through an AEA bond issuance.
However, because the utilities are planning several other projects requiring bond
financing, these costs could now be included in a new AEA bond issuance.
These repair and replacement works would likely be overseen by the BPMC with
direct supervision by Homer Electric Association, who contracts with AEA to operate
and maintain the Bradley Lake Project.
b. Statutory analysis
AEA has broad statutory authority with respect to the Bradley Lake Project and in
particular to comply with the terms of the PSA. However, AEA is no longer allowed to
develop, construct or acquire new power projects, such as hydroelectric facilities or
interties, without legislative approval.5 AEA does have the power to “improve, equip,
operate and maintain power projects”, such as the Bradley Lake Project, which project
has been approved by the legislature.6
Because this work will repair, replace and/or maintain the assets of the Bradley
Lake Project, the Department of Law concludes that this work is within AEA’s statutory
powers.
c. Contractual language analysis
As mentioned, the Required Project Work definition in the PSA combines several
types of projects:
“Required Project Work” means repairs, maintenance, renewals, replacements,
improvements or betterments required by federal or state law, a licensing or
regulatory agency with jurisdiction over the Project, or this Agreement, or
otherwise necessary to keep the Project in good and efficient operating condition,
4 Id. at page 4.
5 SLA 1993, ch. 18, Sec. 10.
6 AS 44.83.080(5).
Curtis Thayer, Executive Director January 24, 2022
Re: Is long-term repair and replacement “Required Project Work”? Page 5 of 6
CONFIDENTIAL COMMUNICATION
consistent with (1) sound economics for the Project and the Purchasers, and (2)
national standards for the industry.7
The repair and replacement program in the engineer’s report should clearly be
considered required project work. The engineer’s report also provides support for the
work to be considered “necessary to keep the Project in good and efficient operating
condition, consistent with (1) sound economics for the Project and the Purchasers, and (2)
national standards for the industry.”
Even though this repair and replacement program has not been considered
Required Project Work in the past, there is no indication in the PSA that this change in
financing of this program should have any impact on its status as Required Project Work.
Section 24 (Waiver Not Continuing) of the PSA is helpful in that “[a]ny waiver at any
time by either party … shall not be considered a waiver with respect to any subsequent
default, right or matter.”
Finally, the BPMC must approve any alternative methods of carrying out and
funding Required Project Work, inherently protecting all participants’ rights. There may
be alternative methods of carrying out and funding this work, so the BPMC may also
review these specific alternatives prior to the agreement.
d. Comparison with previous project works
An earlier project replacing transmission equipment is most similar to this long-
term repair and replacement work. As part of the Bradley Lake Project in 1993, AEA
installed two static VAR compensation systems (SVCs), which control line voltages, to
improve the transmission of Bradley Lake power. They are located in substations in
Soldotna and Dave’s Creek on the Kenai Peninsula. Both substations are along the
transmission path of Bradley Lake power.
On April 21, 2016, as the original SVCs were nearing the end of their life, the
BPMC decided to replace them with a full system upgrade. The approximate cost of this
work was $7.2 million with a service life of at least 20 years. AEA determined that the
SVC replacement was Required Project Work in accordance with the PSA.
There are several similarities between these two projects. Both involve
replacement and improvement work to equipment that was already part of the Bradley
Lake Project. The items to be repaired or replaced in the engineer’s report are important
or even critical for the operation of the Bradley Lake Project.
7 Section 1(hh), p.7, PSA.
Curtis Thayer, Executive Director January 24, 2022
Re: Is long-term repair and replacement “Required Project Work”? Page 6 of 6
CONFIDENTIAL COMMUNICATION
In summary, the long-term repair and replacement work would not be a
completely unique transaction for the Bradley Lake Project, and the similar project of
SVC replacement was also thought to be Required Project Work.
4. Conclusion
The long-term repair and replacement work as outlined in the engineer’s report
should be considered Required Project Work under the PSA. With the approval of all
parties to the PSA, the long-term repair and replacement work can be seen as necessary to
keep the Bradley Lake Project in good and efficient operating condition.
MEMORANDUM State of Alaska
Department of Law
TO:
FROM:
Curtis Thayer
Executive Director
Alaska Energy Authority
Stefan A. Saldanha
Senior Assistant Attorney General
Public Corporations and
Governmental Affairs Section
DATE:
FILE NO.:
TEL. NO.:
SUBJECT:
April 27, 2022
2021103317
(907) 269-6612
Bradley Lake Project -
Whether the purchase of
battery systems meets the
definition of “Required
Project Work”
CONFIDENTIAL COMMUNICATION
The participants in the Bradley Lake hydroelectric facility (“Bradley Lake
Project”) have requested the Department of Law to review whether a series of
infrastructure upgrades and equipment purchases can be considered required project work
under the governing agreement. In this memorandum, we review the purchase of battery
energy storage systems (“BESS”).1
This analysis is important for State financial reasons, because if found to be
required project work (“Required Project Work”) as defined in the Power Sales
Agreement (“PSA”), future payments paid by the participating utilities to the State of
Alaska under the PSA could be reduced or eliminated by the costs related to such
development. However, since we have already approved as Required Project Work
sufficient developments to expend all payments due to the State, there is also the question
of prioritization and financing of Required Project Work and AEA’s involvement.
1. Purchase of BESS by the Bradley Lake Project
Question A: Does the purchase of BESS meet the requirements of the PSA to be
considered Required Project Work?
1 We have researched this question internally at the Department of Law, and
reviewed historical documents concerning AEA and the Bradley Lake Project. However,
we have not analyzed other aspects of this transaction, such as the political, financial, tax
or accounting aspects.
Curtis Thayer, Executive Director April 27, 2022
Re: Is the BESS purchase “Required Project Work”? Page 2 of 11
CONFIDENTIAL COMMUNICATION
Short Answer A: The purchase of BESS should be considered Required Project
Work under the PSA. Additional analysis required by the PSA should also be done by the
relevant experts with respect to how this purchase is consistent with sound economics
and national standards in the industry.
Question B: What are AEA’s rights with respect to prioritization or other
determinations about Required Project Work?
Short Answer B: It should be noted that AEA has considerable rights under the
PSA and the BPMC bylaws to determine the necessity, scheduling and the approaches to
financing of Required Project Work. To the extent that AEA has preferences, AEA is
able to make these known at the BPMC and may exert control over certain approval
issues.
2. Most recent DOL interpretations of Required Project Work
The BPMC has recommended the following proposed developments and asked the
Department of Law whether they constitute Required Project Work under the PSA:
1. The purchase of certain transmission line assets, including the Sterling to
Quartz Creek (“SQ line”) from HEA;
2. The upgrade of the SQ line;
3. The long-term (34 years) repair and replacement program at the Bradley
Lake Project; and
4. The upgrade of the Bradley Junction to Soldotna transmission line (“BJS
line”).
The Department of Law, in memoranda dated May 19, 2020, November 10, 2021,
January 24, 2022, and March 7, 2022 concluded that AEA had the legal authority to carry
out these four developments, and that they were authorized under the PSA’s Required
Project Work provision.
Our memoranda and related analysis came to the following conclusions that do not need
to be re-analyzed here.
Required Project Work appears to be a catch-all that combines several
different types of projects, such as construction, maintenance, repair or
purchase of new equipment whether to improve operations or to replace
existing equipment.
Curtis Thayer, Executive Director April 27, 2022
Re: Is the BESS purchase “Required Project Work”? Page 3 of 11
CONFIDENTIAL COMMUNICATION
AEA has the statutory powers to carry out transactions considered a
replacement, repair or improvement of assets related to the Bradley Lake
Project.
Historically, the Bradley Lake Project has not carried out many large
replacement or improvement developments, which make comparisons
difficult. These upcoming developments are breaking new ground under
the PSA.
With the approval of all Parties to the PSA, and studies or reports
supporting the economics and industry standards, large replacements and
improvements to the Bradley Lake Project can be seen as Required Project
Work necessary to keep it in good and efficient operating condition.
The payments to the State under the PSA can be reduced or eliminated by
annual debt service for Reduced Project Work.
The location of the developments is not required to be within the historical
boundaries as outlined in the PSA, so long as the development can be
substantially linked to the Bradley Lake Project.
3. Can the BESS purchase be considered as Required Project Work?
a. Description of BESS
The utilities are now suggesting the purchase by the Bradley Lake Project of
BESS. The ask is for three systems, estimated at a cost of $115-145 million:
1. The HEA BESS, operating in Soldotna since January 19, 2022, and
valued at $45 million, with financing from commercial lenders;
2. The Anchorage BESS, estimated to cost $60 million, and the
procurement process has been started; and
3. A replacement or significant upgrade to Golden Valley Electric’s
(GVEA) existing BESS, estimated to cost between $10-40 million.
Curtis Thayer, Executive Director April 27, 2022
Re: Is the BESS purchase “Required Project Work”? Page 4 of 11
CONFIDENTIAL COMMUNICATION
BESS have many uses. GVEA on its website focuses on the impact of its battery
on power outages.2 In 2019, 49 outages were prevented.3 HEA also features its battery on
its website.4 It focuses on the benefits of renewable energy integration and lowered
greenhouse gas emissions during outages due to use of batteries, instead of firing up a
diesel or natural gas-powered generator. Neither of the pages mention that the batteries
could have uses with respect to the Bradley Lake Project.
While BESS have the uses as outlined above, the link to the Bradley Lake Project
is highly technical. The utilities received a new power engineer’s report showing that the
BESS will improve power oscillations that may be caused and/or exacerbated by the
Bradley Lake Project. Such oscillations could cause damage to the power grid and the
Bradley Lake powerhouse in a severe case. According to the utilities, as the Railbelt grid
has evolved, these oscillations have increased in recent years. The report has been
prepared by Electric Power Systems, Inc., based in Anchorage, and it is entitled Railbelt
Oscillation Investigation and Mitigation Study, which is dated February 21, 2022
(“Engineer’s Report”). The Engineer’s Report analyzes historical data, in particular, data
recorded during and after a sudden, large outage on June 3, 2021, and makes conclusions
on whether the damaging oscillations were caused by the Bradley Lake Project and what
might cause, dampen or resolve the oscillations when they might re-occur.
The Engineer’s Report analyzes the potential mitigation effects of the existing
HEA battery, the Soldotna BESS, on the oscillations related to the Bradley Lake Project.
It concludes the existing HEA battery to be sufficient to mitigate the impacts of the
oscillations.
The addition of either the HVDC line or Soldotna BESS can
provides (sp) a beneficial impact on the transient response of the
system. In the base case without the HVDC line and the Soldotna
BESS, the transient response of the system is unstable. In the
subsequent cases where either the HVDC line, the Soldotna BESS,
or both components are in-service, the transient response of the
system is stable.5
2 See https://gvea.com/battery-system/.
3 Id.
4 See https://www.homerelectric.com/my-cooperative/power-generation/battery-
energy-storage-system-has-arrived/
5 Engineer’s Report, p.18.
Curtis Thayer, Executive Director April 27, 2022
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CONFIDENTIAL COMMUNICATION
The report also mentions that an Anchorage-located BESS would also be helpful
to mitigate the damaging oscillations.
We also note that the control of over frequency on the Kenai could
be accomplished with the proposed Anchorage area BESS for loss of
the Anchorage – Fairbanks intertie and some contingencies may
require the combined capability of both BESS systems. For system
reliability and performance, both BESS locations should be used to
ensure adequate capability to prevent the severe oscillations. For the
purposes of this study, references to the Soldotna BESS should also
include the understanding that the Anchorage area BESS is also part
of the proposed solution.6
However, nowhere in this report is the current or future upgrade to the GVEA
BESS mentioned. When this point was raised by AEA, the utilities received a new report
from their engineer. This addendum report is entitled, “Addendum to the Railbelt
Oscillation Investigation and Mitigation Study” and dated March 28, 2022
(“Addendum”).7 It focuses on the value of an upgraded GVEA BESS. It uses a
hypothetical situation, where a very large load such as a mining operation in the GVEA
service territory is suddenly disconnected from the grid. This would likely cause large
damaging oscillations, but with batteries at Soldotna and Fairbanks, so long as properly
optimized for this purpose, the grid and the Bradley Lake Project could be protected from
the damaging oscillations. The Addendum concludes:
The additional of (sp) BESSs in Fairbanks and in Anchorage and/or
the Kenai can stabilize the system and reduce the risk of the Bradley
Lake plant going out of step. However, the BESSs logic must be
revised such that each BESS resource contributes during the over-
frequency condition and helps stabilize the overall Railbelt
response.8
The BPMC recognizes the responsibility of the Bradley Lake Project for these
oscillation incidents and to maintain operations in good repair. The Bradley Lake Project
can be seen as responsible for correcting the instability issue on the Railbelt System
caused or exacerbated by its facilities in the most economical manner and in accordance
with prudent utility practice. Re-working the Bradley Lake powerhouse is not as
6 Id., p.12.
7 Note that the Addendum was received by email on April 8, 2022.
8 Addendum, p.1.
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economically reasonable or practical as purchasing BESS, primarily because of the high
cost of shutting down power generation. The purchase of the existing BESS in Soldotna,
the installation of one in Southcentral Alaska, and the upgrade or replacement of one in
the Interior, appears to be necessary to keep the Bradley Lake Project in good and
efficient operating condition and is supported by the Engineer’s Report and the
Addendum.
The corresponding bond issuances are estimated at approximately $115-145
million for the BESS purchase. The financing structure has not been determined yet. The
financing needs for the battery development is likely to be combined with the other
development work in process. It is likely that AEA issues one series of long-term bonds
in the amount of $200-300 million in the near future to take advantage of the current
interest rates. These AEA bonds issued on behalf of the Bradley Lake Project should be
cost effective, taking advantage of lower costs of a government issuer, the cost shifting
allowed under the PSA, i.e. no repayment to the State since it is Required Project Work,
and perhaps other federal subsidies and programs designed to incentivize new energy
projects.
b. Statutory analysis
AEA has broad statutory authority with respect to the Bradley Lake Project and in
particular to comply with the terms of the PSA. However, AEA is no longer allowed to
construct or acquire new power projects, such as hydroelectric facilities or interties,
without legislative approval.9 AEA also has the power to “improve, equip, operate and
maintain power projects,” such as the Bradley Lake Project, which has been approved by
the legislature.10 Additionally, AEA has the power to “enter into contracts with any
person … for the purchase, sale, exchange, transmission or use of any power from a
project, or any right to the capacity of it.11
Statutory changes in 1993 eliminated AEA’s power to construct and acquire new
power projects, and AEA’s ongoing powers were strictly limited to the Energy Program
for Alaska, namely Bradley Lake Project and the Alaska Intertie.12 When a BESS is not
used for the Bradley Lake Project, this could be considered an unauthorized power
9 SLA 1993, ch. 18, Sec. 10.
10 AS 44.83.080(5).
11 AS 44.84.080(11).
12 Chap. 18 SLA 1993. Specifically, the words “construct, acquire, construction,
acquisition” were deleted, and new power projects were made subject to legislative
approval.
Curtis Thayer, Executive Director April 27, 2022
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CONFIDENTIAL COMMUNICATION
project. In such characterization, AEA would not have the powers to acquire or manage
it, except with legislative approval.
There is little evidence to support this argument. The Engineer’s report and
Addendum supports the linkage of the BESS to the Bradley Lake Project using historical
data and simulations. The utilities are in favor of managing the BESS for the Bradley
Lake Project. It is uncertain how it will be managed among the utilities, other than such
use and management will be beneficial to ratepayers and the public in general and will
support AEA’s statutory purpose.
Note, however, that it is unlikely that AEA, as potential owner of the BESS, will
be paid directly by utilities for non-Project uses of the BESS, such as for outage
management. This is not in itself a problem for AEA. It is also permitted to “to make
grants or loans to any person and enter into contracts or other transactions regarding the
grants or loans.”13 So AEA can grant use of the BESS to the participating utilities when
not used by the Bradley Lake Project.
Based primarily on the Engineer’s Report and Addendum, the Department of Law
concludes that the purchase of BESS for the Bradley Lake Project is within AEA’s
statutory powers.
c. Contractual language analysis
As mentioned, the Required Project Work definition in the PSA combines several
types of projects:
“Required Project Work” means repairs, maintenance, renewals,
replacements, improvements or betterments required by federal or
state law, a licensing or regulatory agency with jurisdiction over the
Project, or this Agreement, or otherwise necessary to keep the
Project in good and efficient operating condition, consistent with (1)
sound economics for the Project and the Purchasers, and (2) national
standards for the industry.14
As explained by the Engineer’s Report and Addendum, the purchase of BESS can
be described as an improvement or betterment of the Bradley Lake Project. It should be
considered as Required Project Work as defined in the PSA.
13 AS 44.83.080(16).
14 Section 1(hh), p.7, PSA.
Curtis Thayer, Executive Director April 27, 2022
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The utilities are confident that the BESS purchase is consistent with sound
economics and will meet national standards for the industry. To that end a formal
economic analysis will be carried out, and a consultant or engineer will opine on the
consistency of the BESS purchase with national standards for the industry. This is also
being done prior to the other developments deemed Required Project Work.
Finally, the BPMC must approve any alternative methods of carrying out and
funding Required Project Work, inherently protecting all participants’ rights. There may
be alternative methods of carrying out and funding this purchase, so the BPMC may also
review these specific alternatives.
d. Comparison with previous project works
There are two earlier developments that the BESS purchase can be compared to,
the 2016 decision to replace the static VAR compensation systems (SVCs) and the 2020
decision to purchase the SQ line and other transmission assets and rights.
In summary, the purchase of the BESS would not be a completely unique
transaction for the Bradley Lake Project, and similar projects were thought to be
Required Project Work.
i. SVCs
As part of the Bradley Lake Project in 1993, AEA installed two static VAR
compensation systems (SVCs), which control line voltages, to improve the transmission
of Bradley Lake power. They are located in utility-owned substations in Soldotna and
Dave’s Creek on the Kenai Peninsula. Both substations are along the transmission path of
Bradley Lake power.
On April 21, 2016, as the original SVCs were nearing the end of their life, the
BPMC decided to replace them with a full system upgrade. The approximate cost of this
work was $7.2 million with a service life of at least 20 years. AEA determined that the
SVC replacement was Required Project Work in accordance with the PSA. However, for
financial reasons, this expenditure was not financed using AEA bonding, and so did not
impact payments to the State under the PSA.
There are several similarities with the purchase of BESS. Both are large technical
equipment related to the power transmission of the Bradley Lake Project. Both are
improvement projects to equipment benefitting the Bradley Lake Project. In terms of
location, both the SVCs and BESS are located similarly on the transmission path of
Bradley Lake power, and somewhat distant to the core part of the Bradley Lake Project,
Curtis Thayer, Executive Director April 27, 2022
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CONFIDENTIAL COMMUNICATION
comprising the powerhouse, the dam and the lake. In fact, one of the BESS and SVC are
located in Soldotna.
The main difference is that the original SVC equipment was part of the Bradley
Lake Project from the start, and SVCs can be thought of as early stage batteries with
respect to managing power transmission. A BESS is fairly new technology, and BESS
were not available at the start of the Bradley Lake Project in the early 1990’s.
ii. SQ Line Acquisition
In 2020, the BPMC approved the purchase of certain assets (“SQL acquisition”)
for $17 million: the SQ line; transmission capacity from Soldotna to Sterling, and other
agreements between the parties.
The Department of Law, in a May 19, 2020 memorandum, concluded that AEA
had the legal authority to acquire the SQ line and related assets, concluding that the
transaction was authorized under the PSA contract’s Required Project Work provision in
order to improve delivery of power from the Bradley Lake Project. It was also concluded
that AEA had the statutory authority to acquire the transmission line as an improvement
to the Bradley Lake Project under AS 44.83.080(5) which grants AEA the authority “to
improve, equip, operate, and maintain power projects.”15
There are several similarities with the purchase of BESS. Both are large
infrastructure related to the power transmission of the Bradley Lake Project. Both are
acquisition projects of infrastructure, benefitting the Bradley Lake Project as shown by
expert opinions and the utilities. In terms of location, both the SQ line and BESS are
located similarly on the transmission path of Bradley Lake power, and somewhat distant
to the core part of the Bradley Lake Project.
The main difference is that the SQ acquisition is for traditional transmission assets
wholly dedicated to the Bradley Lake Project and was important to transmission of
project power from the start. As mentioned, BESS is fairly new technology, which was
not contemplated at the start of the Bradley Lake Project, but now can be shown to be
important to its efficiency.
15 There were also two technical opinions received approving the acquisition: O&D
(Operations and Dispatch) Subcommittee of the BPMC, comprising engineers from the
participating utilities, and an independent consultant, EES Consulting, approved the SQL
acquisition with respect to compliance with national standards in the industry and
declaring it sound economically.
Curtis Thayer, Executive Director April 27, 2022
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4. AEA’s Role in Required Project Work
The utilities have been busy planning to spend monies made available under the
PSA. Once financed by AEA as Required Project Work, the costs of these developments
will be subsidized because they will reduce payments to the State due under the PSA.
However, there is a limit to the subsidy provided by the State to roughly $12.45 million
in debt service per year. To the extent that financing costs exceed this amount, a
prioritization of developments is likely to occur to reduce cost and minimize any out of
pocket amounts needed.
The PSA provides AEA with considerable rights to carry out and finance Required
Project Work.16 Additionally, the BPMC Bylaws require AEA approval, along with a
majority of utility interest, to determine the scheduling and financing of such work.17 The
BPMC bylaws state the following:
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.
…
(e) Evaluation of necessity for and scheduling of Required
Project Work.
…
(f) Selection among alternative methods that involve the
Authority for funding Required Project Work.
(emphasis added).
5. Conclusion
The BESS purchase should be considered Required Project Work under the PSA
as an improvement work for the Bradley Lake Project. AEA has certain rights under the
PSA and bylaws to determine necessity, scheduling and financing for Required Project
16 PSA, Sec. 4(c), p.9.
17 Bylaws of BPMC, p.4, section 5.10.5(e), (h).
Curtis Thayer, Executive Director April 27, 2022
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Work, which AEA could use to help determine a priority of developments should
financing be constrained.
With the approval of all Parties to the PSA, and opinions supporting the
economics and compliance with industry standards, the purchase of BESS can be seen as
necessary to keep the Bradley Lake Project in good and efficient operating condition.
MEMORANDUM State of Alaska
Department of Law
TO:
FROM:
Curtis Thayer
Executive Director
Alaska Energy Authority
Stefan A. Saldanha
Senior Assistant Attorney General
Public Corporations and
Governmental Affairs Section
DATE:
FILE NO.:
TEL. NO.:
SUBJECT:
May 19, 2022
2021103317
(907) 269-6612
Bradley Lake Project -
Whether the upgrade of the
SS Line meets the definition
of “Required Project Work”
CONFIDENTIAL—DOCUMENT
The participants in the Bradley Lake hydroelectric facility (“Bradley Lake
Project”) have requested the Department of Law to review whether a series of proposed
developments can be considered required project work under the Power Sales Agreement
(“PSA”). For the purpose of this memorandum, we will consider these proposed
developments to be agreed upon by all participants.
In this memorandum, we review the upgrade of the Soldotna to Sterling
transmission line, whether as a new line or the replacement of the existing line (the line,
“SS line” and the upgrade or replacement work, “SS Upgrade”).1
This analysis is important for State financial reasons, because if found to be
required project work as defined in the PSA (“Required Project Work”), future payments
paid by the participating utilities to the State of Alaska under the PSA could be reduced
by the debt service payments related to the work.
1. Transmission Line Upgrade within the Bradley Lake Project
Issue: Does the SS Upgrade meet the requirements of the PSA to be considered
Required Project Work?
1 We have researched this question internally at the Department of Law, and
reviewed historical documents concerning AEA and the Bradley Lake Project. However,
we have not analyzed other aspects of this transaction, such as the political, financial, tax
or accounting aspects.
Curtis Thayer, Executive Director May 19, 2022
Re: Is the SS Upgrade Required Project Work? Page 2 of 5
CONFIDENTIAL - DOCUMENT
Short Answer: The SS Upgrade should be considered Required Project Work
under the PSA. Additional analysis required by the PSA should also be done by the
relevant experts regarding its economics and consistency with national standards in the
industry.
2. Recent DOL interpretations of Required Project Work
The BPMC has begun work on the following developments and asked the
Department of Law whether they constitute Required Project Work under the PSA:
1. The purchase of certain transmission line assets, including the
Sterling to Quartz Creek line (SQL) from HEA;
2. The upgrade of the SQL;
3. The long-term repair and replacement program at the Project;
4. The upgrade of the Bradley Junction to Soldotna transmission line
(BJS line); and
5. The purchase of three battery energy storage systems (BESS).
The Department of Law, in memoranda dated May 19, 2020, November 10, 2021,
January 24, 2022, March 7, 2022 and April 27, 2022, concluded that these developments
were considered Required Project Work under the PSA. In each case, it was also
concluded that AEA had the statutory authority to improve the Bradley Lake Project
under AS 44.83.080(5) which grants AEA the authority “to improve, equip, operate, and
maintain power projects.”
Our memoranda came to the following relevant conclusions that do not need to be
re-analyzed here.
• Required Project Work appears to be a catch-all that combines several
different types of developments for the benefit of the Bradley Lake Project,
such as repair, maintenance, renewal, replacement, improvements or
betterments.
• There is no requirement in the PSA that the Required Project Work be
located in areas originally part of the Bradley Lake Project such as that
identified in Exhibit C of the PSA, which describes some of the project
assets.
• A development may have non-Project uses and still be considered Required
Project Work.
Curtis Thayer, Executive Director May 19, 2022
Re: Is the SS Upgrade Required Project Work? Page 3 of 5
CONFIDENTIAL - DOCUMENT
3. Can the SS Upgrade be considered Required Project Work?
a. Description of SS Upgrade
The utilities are now seeking to finance the upgrade of the transmission line from
Soldotna to Sterling on the Kenai Peninsula (SS Line). The estimated cost of this
upgrade is $14-15 million.
The Bradley Lake Project already owns two segments of the main transmission
path northwards: the 20-mile transmission line from the powerhouse to Bradley Junction,
and the 40-mile transmission line from Sterling to Quartz Creek. The Bradley Lake
Project also already owns certain rights on the SS line, namely transmission capacity
subject to HEA’s native load and rights to require maintenance and upgrades to the line.
The utilities plan for the upgrade of the SS line is still unclear, because design and
planning has not started. The tentative plan is to build a new 230kV transmission line.
The utilities have presented a preliminary agreement in the form of a letter of intent to
AEA, dated Februar y 16, 2022. In summary, the letter of intent provides that AEA on
behalf of the Project would take ownership of the facilities added and increased
capability as assets of the Project. HEA would retain its current rights in existing
infrastructure and rights of way.
While the line loss due to the state of the line has not been calculated for the SS
line, it is thought to be less than the SQL, which is approximately $672,950 per year.
While the line losses are not eliminated with an upgrade, the larger capacity lines at 230
kV have significantly less line losses.
b. Statutory analysis
AEA is no longer allowed to construct or acquire new power projects, such as
hydroelectric facilities or interties, without legislative approval.2 However, AEA has the
power to “improve, equip, operate and maintain power projects”, such as the Bradley
Lake Project, which has been approved by the legislature.3 Additionally, AEA has the
power to “enter into contracts with any person … for the purchase, sale, exchange,
transmission or use of any power from a project, or any right to the capacity of it.4
2 SLA 1993, ch. 18, Sec. 10.
3 AS 44.83.080(5).
4 AS 44.84.080(11).
Curtis Thayer, Executive Director May 19, 2022
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CONFIDENTIAL - DOCUMENT
Because this project will significantly improve the Bradley Lake Project, we
conclude that the SS Upgrade is within AEA’s statutory powers.
c. Contractual analysis
As mentioned, the Required Project Work definition in the PSA combines several
types of projects:
“Required Project Work” means repairs, maintenance, renewals, replacements,
improvements or betterments required by federal or state law, a licensing or
regulatory agency with jurisdiction over the Project, or this Agreement, or
otherwise necessary to keep the Project in good and efficient operating condition,
consistent with (1) sound economics for the Project and the Purchasers, and (2)
national standards for the industry.5
The SS Upgrade can be described as an improvement or betterment of the Bradley
Lake Project because of its benefits to the transmission of Bradley Lake-generated power.
The utilities argue that major infrastructure assets such as the SS line should become part
of the project. This will allow them to be managed by the BPMC, costs will be
mutualized and disputes should be minimized.
Finally, the BPMC must approve any alternative methods of carrying out and
funding Required Project Work, inherently protecting all participants’ rights. There may
be alternative methods of carrying out and funding this project, so the BPMC may also
review these specific alternatives prior to the agreement on the SS Upgrade.
d. Comparison with previous project works
There are two earlier developments that the SS Upgrade can be compared to, the
upgrade of the SQL and the BESS purchase.
We argued that the purchase and the upgrade to the SQL was Required Project
Work because it was clearly an improvement to the Project as it is critical for the
transmission of Project power. Similarly, an upgrade to the SS line is also critical for the
transmission of Project power.
While reviewing the BESS purchase, we determined that non-Project uses do not
by themselves limit the determination of whether a development is Required Project
Work. There may also be non-Project uses for the upgraded SS line, such as transmission
5 Section 1(hh), p.7, PSA.
Curtis Thayer, Executive Director May 19, 2022
Re: Is the SS Upgrade Required Project Work? Page 5 of 5
CONFIDENTIAL - DOCUMENT
of HEA’s native load, but they do not take away from the significance of the line for the
Project.
In summary, the SS Upgrade would not be a completely unique transaction for the
Bradley Lake Project, and projects with similar characteristics were thought to be
Required Project Work.
4. Conclusion
The Department of Law concludes that the SS Upgrade should be considered
Required Project Work under the PSA as an improvement work for the Bradley Lake
Project. With the approval of all Parties to the PSA, and opinions supporting the
economics and compliance with industry standards, the SS Upgrade can be seen as
necessary to keep the Bradley Lake Project in good and efficient operating condition.
813 W Northern Lights Blvd, Anchorage, AK 99503 Phone: (907) 771-3000 Fax: (907) 771-3044 Email: info@akenergyauthority.org
REDUCING THE COST OF ENERGY IN ALASKA AKENERGYAUTHORITY.ORG
February 2nd, 2024
RAILBELT TRANSMISSION UPGRADES
Railbelt Transmission System Overview The Railbelt electric transmission system (RTS) is an electric transmission system comprised of interconnected transmission infrastructure assets owned by four independent member-owned electric cooperatives 1; one municipal electric utility 2; and the State-owned Alaska Intertie and Bradley Lake Hydroelectric Project (“Bradley Lake”) transmission assets. This transmission system serves over 75 percent of Alaska’s population and spans a distance of over 700 miles from the Bradley Lake near Homer, Alaska at its southernmost point, to Delta Junction in interior Alaska at its northernmost point. The RTS also serves multiple major centers of economic activity, and critical assets along its lines, including but not limited to, military installations, hospital / critical care facilities, fire/police/EMS facilities, major ports of entry, and key access points for natural resource extraction and processing all of which rely on power delivered via the RTS for their daily operation. The RTS, while a critical piece of infrastructure providing real-time delivery of needed electricity to those residents, businesses, and other critical customers along its route, is not without its constraints and limitations.
Railbelt Transmission System Today
The majority of the transmission lines and related infrastructure which comprise the RTS were built
more than 40 years ago, at which time, the energy demand along the Railbelt was about a third
of what the demand is today. With the same aged infrastructure supporting today’s far greater
energy demand, the system has reached an inflection point. Recent consumer trends relating to
increasing demand for electric vehicles and heat pumps, for residential heating purposes, are both
reasonably expected to place even greater strain on an already fragile RTS. Upgrades and
improvements have occurred in a piecemeal fashion over the years, however, they have been
conducted largely in response to the individual needs of the four individual utilities, within their
respective serving areas, and not for the aggregate benefit of inter-regional energy transfers. In 2017, the Alaska Energy Authority (“AEA”) conducted a Railbelt Transmission Plan (“Plan”) which outlines the upgrades and improvements required to meet the operational and reliability standards as adopted by the Railbelt utilities, otherwise referred to as the “Railbelt Transmission System Planning Standards” (“Standards”). The Plan recommended significant upgrades to the current RTS, which if implemented would both meet the Standards and optimize the RTS. As with all infrastructure projects, enacting all or a portion of the Plan requires sizeable financial investment.
1 The four member-owned electric cooperatives are: Chugach Electric Association, Inc.; Golden Valley
Electric Association, Inc.; Homer Electric Association, Inc.; and Matanuska Electric Association, Inc.
2 Municipal Utility: City of Seward d.b.a. Seward Electric System
Alaska Energy Authority Page 2 of 5
In simple terms, there are three basic criteria a transmission system must meet in order to perform
at a reasonable, minimum operational standard. (1) a transmission system must be reliable and
resilient to mitigate unplanned outages and/or avoid failure when subject to disruptive events; (2)
a transmission system must be flexible and be of sufficient capacity to adapt to variable conditions,
load demand, and support the integration of various generation types (e.g. natural gas, hydroelectric, wind, solar, geothermal, etc...); (3) a transmission system must be cost-effective and allow for the transfer of energy between all generation sources and via a system of economic dispatch, whereby the lowest-cost and most readily available energy is dispatched at any given time to meet the real-time load demand. In its present state, the RTS meets none of these three criteria. Existing System Limitations Reliability and redundancy is a principal issue facing the RTS. At present, the Railbelt transmission system is in effect, a single transmission line, and does not meet the “N-1” redundancy standard, whereby the aggregate transmission system (“N”) is subject to outage at any time given a failure of a single large component (“1”). The costs of such a lack in reliability and redundancy was evidenced with the Swan Lake Fire in 2019. This event caused substantial damage to a southerly portion of the RTS which prevented those load centers north of the incident from drawing on low-
cost hydroelectric power from the Bradley Lake Hydroelectric facility. In order to meet their
required load demand, the northern utilities were forced to increase their power production from
their more costly generation units, which resulted in $15 million in added generation cost,
ultimately borne by those customers of central and northern utilities. A similar event, while of
much shorter duration occurred in November 2023, when a snow storm event damaged a portion
of the RTS in the Girdwood-Portage area.
With regard to existing capacity on the RTS, the current system was constructed to 115 kilo-volt
(kV) and 138 kV operating standards, which at the time was sufficient to accommodate the inter-
regional energy transfers between the three Railbelt load centers, being the southern, central, and
northern regions. Railbelt load and generation locations have changed over time and today, the
current capacity is no longer adequate to transmit the load demand placed on the RTS. The current transmission capacity of the RTS is about 10 percent of the aggregated peak load demand of the Railbelt, or 75 megawatts of 750 megawatts. Analogous to a water main for an added housing development, if the existing water main serving the housing units already in place is not of a sufficient diameter to meet the needs of the existing units, the main could not be reasonably expected to meet the needs of the additional development without some form of increased capacity. Even if more water wells were constructed to meet the additional demand for water from the additional housing units, the existing water main is simply not capable of conveying the needed volume of water, along with the added risk of a burst, leaking pipe, requiring costly repairs at the utility’s expense. The existing capacity on the RTS for inter-regional conveyance of energy is at its capacity, even if additional low-cost renewable generation units were to be constructed along the RTS, the existing transmission system would be unable to move the additional energy. As additional energy is forced onto the existing RTS, pushing the operational bounds of the
Alaska Energy Authority Page 3 of 5
system, increased line loss results, which in effect is wasted energy due to inefficient transmission, requiring additional energy to be generated to transmit the wasted, yet needed, energy to its
load-center, resulting in additional generation costs, and repair and replacement costs on the
over-capacity line.
The lack of capacity for inter-regional transfers of energy along the RTS is also a barrier to additional investment in new, low-cost generation by the Railbelt utilities and/or Independent Power Producers who sell power to the Railbelt utilities via long-term power purchase contracts, the approval of such are required by the Regulatory Commission of Alaska (RCA) so as to ensure that the rates are economic and fair to the ratepayers. The inability of new generation sources to transmit power via the current at-capacity RTS also serves as a barrier to the creation of a wholesale power market, which is commonplace in the lower 48, and provides for the enablement of economic dispatch between the regional load centers. The necessary upgrades, improvements, and optimization of the RTS is also necessary in reducing the Railbelt’s reliance on natural gas for the majority of its energy needs. The looming natural gas shortage and its effects on Railbelt ratepayers will only become more exacerbated by the continuing limitations and constraints on the RTS. Increased outages and the inability to deliver energy via economic dispatch, or other potential sources of new low-cost generation, will continue to provide no reprieve to Railbelt ratepayers. It is reasonable to predict that the price of natural
gas, whether it be from additional Cook Inlet reserves, imported via marine vessels, will continue
to climb sharply over the short to medium term, increasing the generation costs for Railbelt
utilities, the costs of which will ultimately be borne by Railbelt ratepayers.
Benefits through Opportunity
In 2022, the Bradley Lake Project Management Committee (“BPMC”), a committee comprised to
oversee the management and operations of Bradley Lake, through AEA, closed on $166 million in
bond financing for transmission upgrades and battery storage to improve the efficiency and
deliverable capacity of Bradley Lake. This was done in an effort to provide for the needed
improvements to the reliability, resiliency, and operation of the RTS, as it relates to the conveyance
of power along the RTS from one of the lowest-cost generation sources on the Railbelt, Bradley Lake. The bonding secured by AEA was conducted with costs to ratepayers as a primary concern, and successfully executed with no additional cost to the Railbelt ratepayers or added burden on the State treasury. The bonding is financed via annual payments for required project work related to Bradley Lake. These are known and booked costs paid for by those Railbelt utilities, which contractually as BPMC members, draw energy from Bradley Lake. The benefits via the ability to use Bradley Lake energy are substantial to the Railbelt utilities as Bradley Lake energy is utilized in the form of “peak-shaving” whereby readily-fired natural gas generation units are turned on temporarily, at a significant cost, to meet those spikes from peak demand. Such savings are demonstrated through Golden Valley Electric Association, Inc.’s (“GVEA”) estimates on its reported average annual cost savings of $32 million over the last 10 years, owing to Bradley Lake’s displacement of GVEA’s coal and naphtha-fired generation. While these investments are
Alaska Energy Authority Page 4 of 5
significant, they are not comprehensive in nature, and do not effectuate the needed upgrades and improvements needed to bring the RTS in line with those Standards as recommended in the Plan.
In 2023, AEA was successful in securing a highly competitive $206.5 million grant from the U.S.
Department of Energy to assist in financing a $413 million sub-sea high-voltage direct-current
(“HVDC”) transmission line which would serve to provide a redundant pathway for the transmission of energy off the Kenai Peninsula to the Central region, and the procurement and installation of multiple battery energy storage systems (“BESS”). This grant is a substantial opportunity to provide for the needed upgrades and improvements to the RTS. This match provides an opportunity to leverage Federal investment on a dollar-for-dollar basis. The redundant HVDC transmission pathway would provide for N-1 redundancy between the southern and central regions, moving the RTS one-step closer to complete N-1 redundancy at significant cost savings owing to matching federal grant funds. The BESS assets will provide for increased efficiency of existing and future intermittent low-cost renewable energy generation units with their ability to store renewable energy and transmit such energy for times when it would be needed, optimizing economic energy generation. Additionally, the BESS will reduce generation and operational costs for the Railbelt utilities, by reducing the need to provide spinning reserve, or the constant provision of power to generation units to enable quick start-up in the event of a loss in generation.
The attainment of N-1 redundancy will provide significant improvements to the reliability of the
RTS in the event of an outage. Should an outage on the existing RTS lines occur, energy being
transmitted would then be provided a fail-over pathway via the HVDC line. While providing
savings to the Railbelt utilities, this new redundant capability will also provide for reduced
economic and financial losses for critical facilities, businesses, and residents along the Railbelt,
who rely on the reliable provision of electricity for their daily operations. While difficult to
estimate, a temporary shutdown of a major port of entry, healthcare facility, or center of economic
activity due to a prolonged outage would result in a substantial loss of revenue, economic output,
and potentially, loss of life.
Furthermore, the added transmission capacity as provided by the HVDC transmission line will enable the RTS to significantly increase the availability for the inter-regional transmission of power from one load center to another, while also enabling the transmission of energy from future low-cost power generation units, reducing the barrier for the ability to provide economic dispatch and the establishment of a wholesale power market, providing for the transfer of cost-effective energy whereby output from an intermittent generation source can be dispatched according to where it is needed along the RTS, improving their economic value and incentivizing their development. Additional capacity will also result in reduced line loss, resulting in reduced generation and operational costs, as a result of efficiency gains throughout the RTS. The ability to diversify the Railbelt’s reliance on natural gas and other carbon-based generation sources via the future integration of renewable generation will provide for a myriad of benefits to Railbelt residents including: energy security through the ability quickly switch generation sources;
Alaska Energy Authority Page 5 of 5
mitigated exposure to volatile carbon-based fuel markets; reduced exposure carbon emissions and related pollutants from electric generation; and the creation of direct and indirect jobs via
development of the HVDC line and the associated Bradley Lake related transmission upgrades
and improvements.
Recommendation AEA in its recommendation cannot speak to the potential impact on utility rates as AEA, by statute, is not a rate-setting entity. Such responsibility falls under the jurisdiction of the RCA to determine what is and what is not an allowable expense, or cost, recoverable in rates. While the benefits to Railbelt ratepayers are difficult to quantify, it is equally important to consider the consequences of inaction on upgrading and improving the RTS. Primarily, the effects of those increasingly costly natural gas supply contracts, as a result of forecasted Railbelt gas demand exceeding that of known Cook Inlet supply. Such price increases will continue to cause significant upwards pressure on electric rates due to the increasing gas costs. Increasing electric costs on the backs of ratepayers will result in reduced discretionary income for Railbelt residents and businesses, resulting in reduced capacity for reinvestment and local job creation here in Alaska. The departure of established businesses from Alaska to the lower 48 due to excessive operational costs will have a deleterious effect on Alaska’s overall economic performance, and simultaneously,
reduce its attractiveness as a place for future investment.
The overall financial cost of the needed upgrades and improvements to the RTS remain variable,
as are the strategies for financing such developments, but to forgo an opportunity of such
significant federal match would be inadvisable, as it can be reasonably expected that no other
entity would be willing to provide such substantial financial assistance; the cost burden otherwise
being borne entirely by the state and/or other involved entities. Additional costs to be borne by
Railbelt ratepayers is a primary concern for AEA in all potential decisions involving state and/or
utility investment, and AEA continues to be diligent in its processes to involve all impacted
stakeholders when considering such investments like the subject HVDC line. Investment in the
RTS is an investment in Alaska’s future.
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February 5, 2024
Mr. Bryan Carey
Director of Owned Assets
Alaska Energy Authority
813 West Northern Lights Blvd.
Anchorage, Alaska 99503
Subject: Opinion of HVDC Transmission Line
Mr. Carey:
Presented herewith is a summary of our analyses and opinion with respect to the installation of the High
Voltage Direct Current (HVDC) Transmission Line on the Railbelt system.
The Project Description
GDS Associates, Inc. (“GDS”) has been retained by Alaska Energy Authority (“AEA”) to provide an
independent opinion (“Opinion”) of the proposed betterment project for the Bradley Lake Project known
as the HVDC Transmission Line.
The proposed betterment is for AEA to build the following assets:
1. 230 kV transmission line from the Soldotna Substation to a new terminal point at Nikiski,
2. HVDC converter station at the new terminal point,
3. HVDC cable across the Cook Inlet,
4. HVDC converter station on the west side of the Cook Inlet, and
5. 230 kV transmission from the HVDC converter station to the Beluga Station.
The HVDC Transmission Line will increase transfer capability, resiliency, and reliability. These system
parameters are achieved from frequency stabilization. The enhanced transmission system benefits the
Bradley Lake Project by means of increased energy delivery, increased capacity, and greater stability of
the system. The proposed HVDC Transmission Line project is estimated to cost $413 million.
This report addresses if the proposed project is necessary to keep the Project in good and efficient
operating condition, consistent with sound economics and national standards for prudent utility practice.
Power Sales Agreement
AEA is a public corporation and an agency of the State of Alaska. AEA is the State’s energy office. In
December of 1987, AEA, at that time the Alaska Power Authority, entered into an agreement for the sale
and purchase of electric power (“Agreement”). The Agreement details a disposition of energy from the
Bradley Lake Hydroelectric Project (“Project”), in which AEA sells the output to multiple municipals and
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cooperatives (“Purchasers”) through Alaska’s Railbelt Region. The Project is a 120-megawatt hydroelectric
project which provides 10 percent of the Railbelt area’s energy needs. The Agreement has a 50-year term
and each Purchaser has a share in the energy generated by the facility.
Agreement Project Work Definitions
The Agreement contemplates that work will be needed during the 50-year term to keep the Project in
efficient operating condition. The Agreement addresses ongoing work for the Project by breaking the work
into two categories; (i) Required Project Work 1; and (ii) Optional Project Work.2
Required Project Work is defined as “repairs, maintenance, renewables, replacements, improvements or
betterments required by federal or state law, a licensing or agency with jurisdiction over the Project, or
this Agreement, or otherwise necessary to keep the Project in good and efficient operating condition,
consistent with (1) sound economics for the Project and the Purchasers, and (2) national standards for the
industry.”
Optional Project Work is defined as “Project repairs, renewals and replacements, improvements,
betterments, additions, or expansions that do not constitute Required Project Work.”
GDS’s opinion is that the HVDC Transmission Line is Required Project Work. Specifically, Required Project
Work includes work that is “…otherwise necessary to keep the Project in efficient operating condition…”.
This work is required to be “…consistent with sound economics for the Project and the Purchasers...” and
“…national standards for the industry.” GDS addresses these two tests for Project necessity separately as
(1) Economics; and (2) Industry Standard.
1 Section 1 (hh), Bradley Lake Hydroelectric Project Agreement for the Sale and Purchase of Electric Power dated
December 8, 1987
2 Section 1 (t), Bradley Lake Hydroelectric Project Agreement for the Sale and Purchase of Electric Power dated
December 8, 1987
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Industry Standard
The Required Project Work definition includes any improvements or betterments required by federal or
state law plus an additional efficiency test that improvements are within industry standards. In the
contiguous United States, authority over generation and transmission siting and reliability resides with
the Federal Energy Regulatory Commission (“FERC”).3 Section 215 of the Federal Power Act, however,
carves out Alaska and Hawaii. In 2017, AEA signed a memo of understanding (“MOU”) with certain Railbelt
Utilities. The MOU commenced the process to create reliability standards that are similar to those
required by FERC and are considered industry standard in the lower 48 states. These standards address
transmission reliability, generation ownership, operation, and system vulnerabilities. Specifically, relating
to the HVDC Transmission Line, is the requirement for sufficient controls or actions to return the
frequency to acceptable levels within 10 minutes after an excess contingency disturbance.4 Generally, this
requirement provides for stability of the system and protection of the generators at the Project. In
addition, the Alaska Railbelt Standards address the operating limit of transmission lines with the facility
ratings and transient stability limit.5
Stability of the Railbelt System
One goal of the HVDC Transmission Line is to improve the stability of the Railbelt system and to meet the
requirements of Alaska Railbelt Operating and Reliability Standards. The Railbelt system is a very weak
electrical system, characterized by the load centers on the Kenai, in the Anchorage/Mat-Su area and in
Fairbanks connected by long, single transmission lines. The system topography, unlike the mesh type grid
in the Lower 48, is prone to large oscillations and high frequency operation when one of the single
interconnecting lines is lost. Thus, the Railbelt grid is technically characterized as “transient stability
limited” with machines under dynamic stress swinging against other machines in the region. The system
is susceptible to these instabilities and has experienced large-scale small-signal instability oscillations.
On June 2, 2021, an Alaska intertie trip event resulted in a 220 MW peak to peak oscillation along the
Kenai Tie. Oscillations of this magnitude are a security risk to the reliability of the Railbelt, as well as
potentially causing catastrophic damage to plant-wide sets of turbines and generators within the entire
Railbelt.6
These oscillations negatively impact generation units, including Bradley Lake units. In fact, the Project may
cause and/or otherwise exacerbate the conditions for instability of the Railbelt.7 Thus, the Project can be
seen as being responsible for correcting the instability issue on the Railbelt System.8
3 https://www.ferc.gov/enforcement/enforce-res/EPAct2005.pdf
4 Alaska Railbelt Standard AKBAL-002-1 – Real Power Balancing Control Performance, paragraph R4.
5 Alaska Railbelt Standard AKMOD-028 – Total Transfer Capability, paragraph R4.
6 Railbelt Oscillation Investigation and Mitigation Study by Electric Power Systems, Inc., March 1, 2022
7 Railbelt Oscillation Investigation and Mitigation Study by Electric Power Systems, Inc., March 1, 2022, page 1
8 Railbelt Oscillation Investigation and Mitigation Study by Electric Power Systems, Inc., March 1, 2022, page 1
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The Authority is pursing the new Battery Energy Storage System (“BESS”) to keep the Project in good and
efficient operating condition. The BESS coupled with the HVDC Transmission Line will work in a
coordinated manner to stabilize the system from oscillations.
To fully utilize the capacity of Bradley Lake to all participants in the Power Sales Agreement, it is necessary
to develop controls to limit large oscillations and high frequency excursions. The existing transmission line
between Bradley Lake and Anchorage has a stability limit of approximately 50% of the line’s thermal rating
in one direction and approximately 30% in the other direction.9 Simulations have demonstrated that
when HVDC Transmission Line and the Soldotna BESS when in service, the transient response of the
system is stable. Thus, the proposed projects eliminate the stability limit of the existing transmission line.
Further, system stability is the goal of the Alaska Railbelt Standard AKBAL-001-2.
By solving the stability limitations of the existing transmission line, the load transfer capacity of the
transmission grid from the Southern Region to Northern/Central Region will increase. Thereby allowing
more access to the capacity of the Project.
Without the system stability, the system will trip off-line to protect the generators which results in an
inefficient use of the capacity at the Project.
System Reliability and Resiliency
The existing transmission line interconnection from the Project north to Anchorage is a single line with no
redundancy. This line, which is routed through very rugged terrain, is further confronted with adverse
challenges from earthquakes, wind, and avalanches. In 2019, the Swan Lake fire caused the Southern
Region to be isolated from the North/Central region for 123 days. Utilities north of the fire, including
Chugach, ML&P, MEA, GVEA and SES) were unable to access their Project Power.
In addition, this same transmission line is regularly taken out of service on a scheduled basis for 30-90
days every other year.
The transmission operating standard set forth by FERC requires a certain redundancy in the transmission
grid to allow for the loss of one system component.10 This requirement was carved out of the standard
for Alaska.11 However, the HVDC Transmission Line will provide the means to meet the same standard
used in the lower 48 states.
The HVDC Transmission Line will provide an alternate path for energy from the Project to the utilities in
the North/Central area. The existence of a second line between Soldotna and Beluga would eliminate
these interregional islanding events altogether. Specifically, in the event of a fire, or an outage (scheduled
or unscheduled), the HVDC Transmission Line would be capable of transmitting power from the Project
without an interruption in service.
9 Grid Resilience and Innovation Partnership Application
10 NERC TPL-002-0b — System Performance Following Loss of a Single BES Element (B)R1
11 https://www.ferc.gov/enforcement/enforce-res/EPAct2005.pdf
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The load transfer proposed for the HVDC line is 300 MW, which is more than capable of transmitting the
entire 120 MW capacity of the Project as well as other renewable energy projects that may be built in the
future.
Long-term plans call for the re-insulation of the existing transmission line to 230 kV. This increase in
voltage will result in greater transmission line capacity in terms of energy delivery. The HVDC Transmission
Line will allow for planned outages to more efficiently complete the upgrades to the existing transmission
line. Further, once this transmission line is operating at 230 kV, this line will provide a redundant path for
the HVDC Transmission Line.
For system resiliency, the HVDC Transmission Line will be integral to the ability to black-start either the
southern or central regions of the Railbelt Grid following some type of catastrophic event. This is
important to system resiliency in that it allows for a faster recovery from catastrophic events.
Sound Economics
The sound economics test for the HVDC Transmission Line extends to both the Project and the Purchasers.
It is GDS’s opinion that the HVDC Transmission Line meets the economics test for Required Project Work
as previously detailed in this Opinion.
The HVDC Transmission Line provides a greater opportunity to have consistent and reliable delivery of the
energy produced at the Project. Currently, the Project generates 10 percent of the total annual electrical
energy used by Railbelt electric utilities and provides some of the lowest-cost power in the State. In
addition, it is important to consider the larger impacts that the collective mission of the State of Alaska,
and the interconnected Railbelt electric utilities, is to build a resilient, clean, smart, and low-cost electrical
grid.
The attributes of generation resources are changing in Alaska. These changes which will require a stable,
resilient transmission grid to support economic power delivery. Specifically, a major generation resource
is the Beluga Power Station with 281-megawatts of capacity. However, Hilcorp Alaska, LLC (“Hilcorp”) is
the largest operator and gas supplier in the State including the Cook Inlet gas production. Hilcorp has
warned of uncertainty of future Cook Inlet natural gas supplies stating the gas purchasers were not to rely
on Hilcorp for gas beyond existing contracts which expire in 2028.12 As a result of Cook Inlet’s decline as
a fuel source, transitioning away from Cook Inlet natural gas will necessitate the development of new
regionally diverse generation sources. This shift, in turn, will require resilient and high-capability
transmission interconnections.13
The HVDC Transmission Line will allow more economic dispatch of energy resources which will reduce the
dependence on gas reserves. Also, by decongesting the Railbelt transmission grid and improving stability,
12 Alaska Utilities Working Group Phase 1 assessment: Cook Inlet Gas Supply Project, June 28, 2023
13 Alaska Railbelt Grid Modernization and Resiliency Plan, Brian J. Hickey, July 13, 2023
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the HVDC Transmission Line will open the region to more generation options including renewable
resources.
The existing single transmission line connecting the Southern region to the Central region is transient
stability limited below the full capacity of the Project. Net of the regional load, the Southern region has
over 300 MW of export capability and an additional 85 MW of potential hydro as well as a potential large
wind farm. The HVDC Transmission Line eliminates the transient stable limitation and provides an
alternate path for the export of these resources to the benefit of the Purchasers. The upgrades proposed
in the region coupled with the HVDC Transmission Line could support a power flow of 300 MW between
each region.14
The economic benefit of the HVDC Transmission Line can be summarized below:
• Improved access in terms of delivery of low-cost Bradley Lake energy,
• Improved reliability and resilience for access to Bradley Lake energy,
• Ability for Railbelt utilities to access 300 MW of generation resources in the Southern Regions, and
• Provides more efficient use of the gas reserves in the Cook Inlet.
Summary and Conclusion
Based on our analyses, we are of the opinion that:
1. The HVDC Transmission Line represents prudent utility practice and is within the definition of
Required Project Work. The HVDC Transmission Line is necessary to maintain stability of the
Railbelt from single contingency outages in the Kenai. Further, the project is necessary to improve
grid reliability and resiliency to levels consistent with FERC standards.
2. The HVDC Transmission Line, coupled with other projects such as the BESS units at Soldotna and
Anchorage, provide Railbelt stability and limit over-frequency events which could damage the
generators at the Project. Further, solving the transient stability of the system meets required
industry standards for stability and frequency controls.
3. The economic benefit is gained from more delivery of energy from the Project and a more reliable
transmission grid for delivery. In addition, the HVDC Transmission Line provides access to other
generation resources to the benefit of Purchasers.
Respectfully submitted,
Kevin J. Mara
Executive Vice President
14 ACEP Railbelt Decarbonization Study Final Report, January 2024