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HomeMy WebLinkAbout2024-12-04 RTO Meeting Minutes FINAL ___________________________________________________________________________ RTO Minutes 12/04/24 Page 1 of 18 RAILBELT TRANSMISSION ORGANIZATION (RTO) REGULAR AGENDA December 4, 2024 Alaska Energy Authority Conference Room 1. CALL TO ORDER Curtis Thayer, AEA, called the Railbelt Transmission Organization Governance Committee meeting to order at 7:30 a.m. A quorum was established. 2. ROLL CALL (for Committee members) Joel Groves (Railbelt Reliability Counsel [RRC] (Joined at 7:38 a.m.)); Travis Million (Golden Valley Electric Association [GVEA]); Tony Izzo (Matanuska Electric Association [MEA]); Brad Janorschke (Homer Electric Association [HEA]); Brian Hickey (City of Seward); Arthur Miller (Chugach Electric Association [CEA]); and Curtis Thayer (Alaska Energy Authority [AEA]). 3. PUBLIC ROLL CALL (for all others present) Karen Bell, Jennifer Bertolini, Mark Billingsley, William Price (AEA); Matt Clarkson (CEA); Daniel Heckman (GVEA); Jessica Spuhler (HEA); Ed Jenkin (MEA); and Tina Grovier (Stoel Rives). 4. AGENDA APPROVAL Mr. Thayer asked if there were any comments regarding the agenda. There were no comments. 5. PUBLIC COMMENTS - None. Mr. Thayer noted that there were members of the public online who were listening. 6. APPROVAL OF THE MEETING MINUTES – November 8, 2024 Mr. Thayer informed that the numbering of the pages of the Minutes had been corrected. MOTION: A motion was made by Mr. Million to approve the Minutes of November 8, 2024, as presented. Motion seconded by Mr. Janorschke. Brad Janorschke apologized for not having read the minutes in advance of today’s meeting. He noted that page seven indicates that Tina Grovier was in attendance. He commented that he did not believe Ms. Grovier attended the meeting. Mr. Thayer, Ms. Grovier, and other members confirmed that Ms. Grovier attended the November 8, 2024 meeting. There were no other comments. ___________________________________________________________________________ RTO Minutes 12/04/24 Page 2 of 18 The motion to approve the Minutes of November 8, 2024, passed without objection. 7. OLD BUSINESS A. Draft Bylaws Mr. Thayer explained that the Draft Bylaws were presented at the previous meeting. The members walked through the sections reviewed by the Bylaws Committee, and if there were no objections, that section moved forward. The Bylaws Committee has continued to meet. Mr. Thayer noted that there are still five outstanding sticking points that need to be discussed during today’s meeting to move forward. Mr. Thayer indicated that members have a current copy of the Draft Bylaws. Mr. Thayer discussed that 5.4.2 contains a minor change given by Ms. Grovier to shorten the number of days that public notice should be given for a meeting to five calendar days. Ms. Grovier clarified Mr. Thayer’s description of her suggestion, and noted that the meeting notice is five calendar days, however, if there is an emergency, then the five calendar days could be a shorter period. Brian Hickey asked for the original language regarding the Notice of Meetings, compared to the current language that is being presented. Mark Billingsley, AEA, stated that written notice of special meetings shall be given as reasonable before the time specified for such meetings. He stated that it should be a reasonable amount of time in advance. Jennifer Bertolini, AEA, stated that Mr. Groves joined the meeting. Mr. Thayer reviewed the second change is under 5.10.3, Voting Options. This area was left open. The choices for passage of items are a majority, a super majority, or a unanimous vote. Mr. Thayer noted that members were provided with alternative voting language which gives Option A, the simple majority, Option B, the super majority, and Option C, the unanimous vote. Mr. Billingsley commented on previous discussion of using majority, super majority, or unanimous voting for different topics. He noted previous discussion that unanimity could be required for the initial filing of the Open Action Transmission Tariff (OATT) and the filing of the Certificate of Public Convenience and Necessity (CPCN). Additionally, a decision needs to be made if a super majority or a regular majority should be required for future amendments to the OATT, future amendments to the CPCN, voting on the removal of an officer, adoption and procedures for dispute resolution, and changing RTO policy. The issues need to be identified and then placed within a voting category of majority, super majority, or unanimity. Ms. Grovier acknowledged that the RTO Committee will decide the voting options. ___________________________________________________________________________ RTO Minutes 12/04/24 Page 3 of 18 Mr. Janorschke clarified that the front page has Option A and it should be Option B on the back page. Mr. Miller began the discussion, and believes that listing neutrality in Option A is problematic. He questioned how to make a filing with the Commission on neutrality. He noted that it will have to be presented to the Commission to decide, otherwise the proposals will be biased. Mr. Miller noted that Option A is problematic from CEA’s position. Mr. Janorschke asked Mr. Billingsley to give a high-level overview and pros and cons of each of the three options. Mr. Janorschke stated that it is his understanding that the legal representation has been working on the options. Mr. Billingsley asked if Ms. Grovier would like to comment first. Ms. Grovier stated that they began with the majority, super majority, unanimity structure in part because of BPMC’s tiered voting structure. She discussed the idea that bylaws are often passed unanimously, and folks indicated that other issues also rose to that level, as discussed in 5.10.5. Ms. Grovier stated that additional discussion occurred that if unanimity was not reached, then the filing could not occur. She highlighted the creative discussion regarding what could be done that would allow unanimity in the filing, but would still preserve other people’s rights. There is various language around those. Ms. Grovier reviewed the discussion that if unanimity is required for everything, then it is very difficult to sometimes move forward and to be productive. The alternative options of majority and super majority came from that discussion, as well as other variations on the options. She noted the tension between wanting to have a collaborative group approach, versus ensuring that the entity is functional. Ms. Grovier indicated that the suggestions reflect the discussion and the realization that the RTO Committee is the appropriate group to make these policy decisions. Mr. Izzo noted that multiple members of his team are indicating that the alternative voting language options were not attached. Mr. Izzo stated that his team sees a single page that was alternative voting language option number with an underline that only has 5.10.3, 5.10.4, and 5.10.5. Mr. Izzo said they are not prepared to comment on this issue at this time. Mr. Billingsley stated that Ms. Grovier sent out a document that only had the one option that was discussed in the meeting of the attorneys. Mr. Billingsley indicated that he put the current document together this morning for today’s meeting. He said he put it together so that today’s meeting would be productive. Mr. Billingsley noted that the document does not have any surprises and reflects what was discussed. Mr. Thayer stated for the record that there are a lot of people giving information very late. He gave the example that AEA received a Charter this morning. He noted that AEA has not reviewed the Charter that was sent at 7:00 a.m. Mr. Thayer said that even though there have been great intentions, giving people a lot of time, and the Committee has been working, there has been a last-minute push of paper, which is challenging given the timeline at the end of the month. Mr. Thayer gave a separate example that AEA posted the latest of another document, and then found out this morning that there is a newer version that should have been sent out. ___________________________________________________________________________ RTO Minutes 12/04/24 Page 4 of 18 Mr. Thayer commented that if the Committee wants to hold on this issue until the version is more circulated, that is fine. Mr. Thayer asked the same question regarding the Charter document as well. Mr. Billingsley stated the attorneys working on the Bylaws have gone around enough that he thinks they need direction from the RTO Committee on what the Committee wants regarding majority, super majority, and unanimity. Mr. Billingsley asked the RTO Committee if the CPCN should be passed unanimously, by super majority, or by majority. He asked the RTO Committee if the OATT should be passed unanimously, by super majority, or by majority. Mr. Hickey stated that the only unanimous item should be adoption procedures for dispute resolution. He believes that mirrors the BPMC bylaws, and given the history, that is probably the best way to go. Mr. Hickey stated that the other items can utilize a simple majority because it keeps the process moving, and everyone could go to the Regulatory Commission of Alaska (RCA) after the fact and litigate whatever they do not agree with. Mr. Miller wholeheartedly agreed with Mr. Hickey and that the simple majority is the way to go, except for the dispute resolution. Mr. Janorschke stated that he likes Mr. Thayer’s suggestion to give more time for preparation so that he can clearly have reasons to agree or disagree with other members. Mr. Janorschke commented that it would be great to revisit the issue at Friday’s meeting. Mr. Thayer noted that there are two additional meetings scheduled during which these items can be addressed: Friday, December 6, and Monday, December 16. Mr. Hickey asked if there was a motion on the floor. Mr. Thayer indicated there is no motion on the floor, and this is only discussion. Mr. Groves stated that Option C seems robust from a governance standpoint. He can see that there may be additional super majority items that might be appropriate. He gave the example that the removal of an officer is an extraordinary act that might be an appropriate super majority item that was not included. Conceptually, he said the framework is robust from a governance standpoint and it might warrant some review to see what belongs in the super majority bucket. Mr. Million stated that he agrees with Mr. Hickey, and that GVEA is fine with Option B, as well as adding dispute resolution as being unanimous. He stated that Option B seems straight forward and simple for GVEA. Mr. Hickey stated that he agrees with Mr. Janorschke moving the decision on these issues to Friday. He stated this was good discussion, and that he was trying to answer Mr. Billingsley’s question. Mr. Thayer commented that the intent was to have discussion so that the attorneys can get together and move forward based on the conversation today, and present something other than ___________________________________________________________________________ RTO Minutes 12/04/24 Page 5 of 18 multiple choice options. Mr. Billingsley commented that he wants to ensure that the attorneys bring forth to the Committee what the Committee wants. Mr. Billingsley noted that he is hearing a simple majority, and either a super majority or unanimity for Alternative Dispute Resolution (ADR). He requested clarification if the Committee wants a super majority or unanimity for ADR. Mr. Thayer stated he thinks it was unanimous for ADR. Mr. Billingsley confirmed unanimity for ADR. Mr. Billingsley asked if that was the only drafted option the Committee wanted. Mr. Thayer stated that he believes that the removal of an officer was a super majority. Ms. Grovier asked if the adoption of the Bylaws would be unanimous or would that change to a super majority or a simple majority vote. Mr. Thayer said that he personally supports a super majority vote on the Bylaws because it is a governing document. Mr. Hickey asked how the BPMC Bylaws address this issue and how the Power Sales Agreement addresses this issue. Ms. Grovier responded that she would have to review the BPMC documents to answer. She commented that in many cases the vote for bylaws is unanimous and the vote for dispute resolutions is unanimous. Mr. Thayer indicated that question will be researched, and a choice will be presented to the Committee. Mr. Izzo asked the attorneys a question regarding unanimity on dispute resolution and how to interpret unanimity since there would be a party with the dispute. Mr. Billingsley stated there was a very long discussion about how to deal with dispute resolution. Ms. Grovier explained that the discussion began by reviewing the unique structure of the BPMC. Because the BPMC was created by agreement, the BPMC is largely not subject to the RCA’s jurisdiction. The RTO is predominantly subject to the RCA’s jurisdiction and must go through the RCA’s process. Ms. Grovier explained that the group coalesced around the idea that if there is a dispute on an issue that does not require unanimity, that entity would give the whole group at least two business days’ notice before they filed or went to the RCA with that topic. Ms. Grovier acknowledged that specific case was not necessarily a dispute resolution example because the party goes to the RCA, but the process gives members notice before proceeding to RCA. Mr. Izzo thanked Ms. Grovier for her helpful explanation. ___________________________________________________________________________ RTO Minutes 12/04/24 Page 6 of 18 Mr. Thayer commented that if the RTO goes forward with the Charter, then the Charter and the Bylaws should have the same approval process. Ms. Grovier agreed, and believes the Charter calls for unanimous approval. Mr. Thayer indicated that the attorneys would keep working on these items based on today’s discussion, and would return to the Committee with crafted options. Mr. Thayer reviewed the next item of 5.10.4, which is new language related to dispute resolutions, and an edit in 9.3. There were some last-minute changes. Mr. Thayer believes the parties have agreed. The new language requires a good faith attempt to notify RTO members before filing with the RCA regarding anything related to backbone transmission, the OATT, or the RTO. Mr. Thayer believes that item can be moved forward to the final document. Mr. Thayer reviewed the next item of 5.12., which is the Open Meetings Act. He noted there was a discussion at the last meeting and everybody agreed that the Open Meetings Act applied. Since then, the City of Seward utility has taken a position that the Open Meetings Act does not apply, and suggested alternative language. Mr. Thayer asked if Mr. Hickey would like to comment. Mr. Hickey commented that he did not understand what was being agreed to at the previous meeting, and explained his understanding after review. He said that the BPMC Bylaws have very specific language particularly around the exclusions to the Open Meetings Act, and that is when three or more of the members are discussing other things and RTO business comes up. Mr. Hickey believes that is an important exclusion, given the interrelated nature of the business that is conducted, including under the Alaska Intertie agreement or under the BPMC agreement or under the RTO. Mr. Hickey supports adopting the language from the BPMC documents regarding the Open Meetings Act. He believes the statute gives the RTO this ability since the direction was to model the RTO after the BPMC. Mr. Hickey stated this gives the RTO more flexibility as a group. The way he reads the current Open Meetings Act is that if the RTO is considered a governmental body, which Mr. Hickey is not sure that the RTO is a governmental body because there is only one tier and the utilities are not working for AEA, that it would be better for the organization and more productive moving forward if the RTO members were not constrained in other venues if the subject of transmission comes up, the RTO could not discuss it. Mr. Hickey does not see how the RTO would conduct business that way. Mr. Thayer commented that this discussion has occurred previously, and this was passed by the Legislature. The difference is statute versus the BPMC model. Mr. Thayer noted that the Open Meetings Act is currently being followed by BPMC, but this is acknowledging that the RTO is following statute. The question is if the RTO is opening itself up by not following statute in the fact that the RTO was stood up by statute, and the Open Meetings Act is by statute. Mr. Thayer stated there are provisions for executive session that RTO falls within its context. Mr. Thayer believes the RTO needs to have open transparency, and that the public and the Legislature are looking for open transparency. Mr. Thayer noted that the RTO is not following the BPMC structure identically. The BPMC provide the guiding principles, but not all the provisions will be ___________________________________________________________________________ RTO Minutes 12/04/24 Page 7 of 18 included. Mr. Thayer thinks that the RTO should follow the State statute of the Open Meetings Act. He said that the City of Seward’s City Council is required to follow the Open Meetings Act by State statute. Mr. Thayer said that the RTO is following the Open Meetings Act, and believes that the RTO should acknowledge that the RTO is following the Open Meetings Act. Mr. Hickey agreed that the RTO is following the Open Meetings Act, but there were specific exclusions under the BPMC agreement when three or more of the parties are together in some other venue, they are not prohibited from talking about backbone transmission. He does not see how the system can operate when they are prohibited from talking about the system. Mr. Hickey believes that is why the specific language is in the BPMC agreement. The statute gives the RTO the ability to modify the BPMC model to the degree the RTO felt necessary. Mr. Hickey does not believe that dropping the exclusionary language is necessary. Mr. Thayer stated the process was discussed by the Legislature, and he feels that if the RTO goes outside the process, the RTO is opening themselves up for something they are already following. Mr. Thayer asked for feedback if the RTO wants to follow the Open Meetings Act or exempt itself from State statute. Mr. Million commented for clarification that he can see an example if there is a Rural Utility Management (RUM) meeting held, then there is more than the RTO quorum. He asked if this would be in violation of the Open Meetings Act per the RTO current structure. Mr. Thayer answered no, because the discussion is not RTO business. Mr. Hickey asked the attorneys if discussion about the backbone transmission is considered discussing RTO business. Ms. Grovier stated that she is in a unique position because she is not representing the RTO. She is representing the members of the Working Group. Ms. Grovier said the two other attorneys have reviewed this question and have provided two different answers. Ms. Grovier believes that everybody agrees that the RTO meetings should be open. The question regards which alternative is placed in the document and what specifications are placed in the document. Ms. Grovier indicated that she could not answer Mr. Hickey’s question. She was not one of the two attorneys who analyzed the question. Ms. Grovier thinks there is common ground on this issue, and the next step is finding the right language that gives everyone the comfort and pieces needed to conduct business in a way that will work. Mr. Janorschke noted that his question is for the attorneys and that he does not need an answer today. He stated that Ms. Grovier indicated there are two well-informed opinions from attorneys that do not concur. Mr. Janorschke asked if Section 5.12 Open Meetings must be included in the Bylaws. Ms. Grovier commented that she will look at the issue. To the extent the RTO is bound by law, they are bound by law, whether it is in the Bylaws or not. ___________________________________________________________________________ RTO Minutes 12/04/24 Page 8 of 18 Mr. Billingsley answered Mr. Janorschke’s question and noted that Section 5.12 does not have to be in the Bylaws. Mr. Janorschke stated that he only asked because CEA is getting legal advice one way, and GVEA is getting legal advice the opposite way, and it will be hard to get a unanimous approval on the Bylaws if there is language that is contrary to legal representation’s opinion. Mr. Thayer asked how the RTO would conduct meetings if there were not a policy or not identified that the Open Meetings Act would be followed. Mr. Janorschke noted that the RTO said that the meetings will be held open. Mr. Thayer said that could change. Mr. Janorschke stated he thought that is why there are executive sessions. Mr. Izzo agreed with all the sentiments he has heard, and thinks Mr. Hickey raises a concern that the RTO needs to understand. He asked that if the intertie trips and people are talking about the backbone, does this expose the RTO to a party with less than good motives to say the RTO is in violation and should not have those discussions without the public present. Mr. Izzo said he is hearing the question and concern if the RTO is going to be prohibited in the day-to-day interactions where the significant part of the business that more than two of the members cannot technically discuss. Mr. Izzo asked Mr. Hickey if that is his concern. Mr. Hickey noted that Mr. Izzo expressed the concern articulately, and agreed that is the concern. Mr. Thayer noted the issue will be addressed again on Friday, after additional answers and responses are received. Mr. Thayer continued the review and noted that Sections 5.4 and Section 9.3 regarding dispute resolutions are interconnected. Mr. Thayer noted the discussion to go forward on the dispute resolution and the issues of notifying the RCA. He said this was clean-up because it is mentioned in Section 9.3 also. It is mentioned twice in the Bylaws. Mr. Thayer believes that the RTO has given enough tasks to the attorneys in the next 36 hours. Mr. Billingsley noted that he is pretty clear on what was asked regarding the voting, but he requested specificity on what the RTO wants him and Ms. Grovier to address regarding the Open Meetings Act. Mr. Billingsley said he could check and confirm the answer to Mr. Janorschke’s question regarding being silent. Mr. Billingsley asked if the RTO wants research on members meeting and talking about something specifically. Mr. Hickey articulated the issue that members have many forums they meet in on a routine basis, and on an ad hoc basis, when there are challenges to the system, those discussions will almost always include backbone transmission. He asked if members are prohibited from ___________________________________________________________________________ RTO Minutes 12/04/24 Page 9 of 18 discussing backbone transmission from an operational perspective or a project management perspective or some other perspective that falls under the purview of the RTO. He asked if members are prohibited from discussing those topics without convening an open meeting. He said there is language in the BPMC agreement that specifically excludes those types of conversations from the Open Meeting requirements of the Bradley Lake project. He noted that members often talk about the Bradley Lake project outside the actual BPMC meetings in the operational context. He suggested that the BPMC model is followed, and that the exclusionary language is included in the Bylaws. Mr. Hickey believes that this is allowed under the statute. Mr. Billingsley commented that he believes members are looking for the boundaries of where the Open Meetings Act would apply. He asked if it would be helpful if the attorneys provided a description of the boundaries of where the Open Meetings Act apply. Mr. Hickey agreed that would be helpful. Mr. Thayer noted that the question can include contexts of emergency, life, and safety. Mr. Hickey replied a situation where members are working on project management for a section of the backbone transmission. The cost associated with the backbone transmission is the subject of the RTO. He asked for consideration in the event the project management team is meeting to discuss the cost of a section of the RTO. Mr. Thayer commented that if there are no RTO members on the project team, then that is a working group, and that is excluded. The working group does not make decisions. The decisions are made by the RTO governance committee. Mr. Miller said the purview of the RTO is the open access transmission tariff, and this discussion is about the operational side. Mr. Hickey stated that the discussion regards the costs that go into the open access transmission tariff. He asked the attorneys to provide a description of those boundaries. Mr. Billingsley noted there will be reasonableness standards within the boundaries. The RTO is focused on a tariff, forming the tariff, submitting to the RCA, and administration. There will have to be a reasonableness standard placed by the court and how the Open Meetings Act is applied. Mr. Billingsley stated that the attorneys will formulate the scope of the boundaries and bring them forward to the Committee. Mr. Hickey agreed with Mr. Billingsley. However, he believes this is the inverse to what was presented in the Bradley Lake agreements, where other discussions were allowed, rather than trying to define the discussions. Mr. Izzo said it would be great to have the definition. He understands the point Mr. Billingsley is making and that it is a grey area. Mr. Miller followed up and noted that the members will be pooling the costs together. He said that this example includes transmission specific costs, but there are many other cost elements like interest expense, tier, general plant allocations, and more that will be comingled. Mr. Miller ___________________________________________________________________________ RTO Minutes 12/04/24 Page 10 of 18 does not know how, at this point, those issues can be separated. In an emergency situation, a utility is taking prudent action and conducting restoration, as necessary. Mr. Miller said it is not just limited to operation and maintenance (O&M) on the transmission system, it is every cost element that is included in the determination of the transmission revenue requirement that would be at issue to discuss. Mr. Hickey noted that is probably why the BPMC agreement indicates there is a lot of stuff that ties together, and they are not going to convene the Open Meetings Act when they must discuss cost allocation of administrative labor across the transmission system. Mr. Izzo commented that this discussion is helpful because it begins to develop the definition of reasonableness. He said that utilities deal with that all the time. The Swan Lake fire was not in HEA’s budget or planned for. All the utilities deal with things that happen, and it may take the equity ratio in an opposite direction than what the Board wants to see. There may be a large unbudgeted project, and things must be shifted around. Those decisions are made on the spot, at times, and then the utilities come back through prudent utility practice, and codify the decisions, as necessary, with the Boards and with public process. Mr. Izzo gave an example that there may be some of the utilities that need to talk about shifting priorities on some upgrade because of some circumstance that has happened. Mr. Izzo believes the utilities should have the latitude to do that, knowing that ultimately, that decision is going to come back and be discussed and made part of the public discussion. Mr. Izzo does not believe any of the members think that it is within the definition of reasonable that if something happens that the utilities are going to roll blackouts for five days until a meeting can be publicly noticed. Mr. Izzo does not want to think that the issue is black and white, that he cannot even mention RTO if he is talking to Mr. Million and Mr. Hickey in the hallway. Mr. Izzo said if that were the case, he would rather go to the Legislature and let them know this is a reasonableness issue, and if the Legislature thought it was supposed to be black and white, then the request would be made for exceptions. Mr. Thayer thanked members for the discussion. He believes that it is important for this to be part of the public record, that the issues have been vetted, and that members’ thoughts are included. He reiterated that even though extra time has been taken on this issue, it is very good to have this record established. Mr. Thayer said somebody is listening or they are going to go back and read the minutes, and this issue was thoroughly thought out. There were no other comments or questions. B. RTO Working Group Update Mr. Thayer requested Daniel Heckman provide the RTO Working Group update. Mr. Heckman commented that from the discussion that just occurred regarding the Bylaws, members can see one of the primary focuses of the Working Group, which includes working on the Bylaws, the Charter document, and the Certificate filing for the RCA. The hope is to bring the Certificate filing back to the Committee at the Friday, December 6th meeting. He noted that if there are still issues to address after that meeting, there is one additional meeting on December 16th to make changes. Mr. Heckman noted that the Working Group has been making progress ___________________________________________________________________________ RTO Minutes 12/04/24 Page 11 of 18 on all those fronts. Mr. Heckman discussed that the Technical Subcommittee seems to be making very good progress on developing policy regarding the definition of backbone and its applicability, as well as pulling the financial information to develop the Alaska Transmission Revenue Requirement (ATRR) that will probably be a political component of the OATT. Mr. Heckman discussed that the consultant is confident that he can turn around a first draft of the OATT beginning tomorrow. Mr. Heckman expects that either tomorrow or Tuesday, the representatives of the Working Group will get the first draft and will circulate within the internal teams for first looks. Mr. Heckman said the primary focus of the Working Group is to comply with the regulatory filing in December, but incremental progress has been made on the OATT side as well. The hope is to complete the regulatory filing this month and then do a fast and hard pivot to the OATT. Mr. Groves asked a clarifying question. He noted that as he was reading through the Bylaws last night, he had a question regarding the Bylaws reference the OATT as the tariff for the RTO. He wondered if the Bylaws should delineate between the OATT and the RTO tariff. If it is looked at as a Venn diagram, the OATT is one circle, and the RTO tariff is a slightly bigger circle because of the certain administrative matters that do not fall within the scope of a FERC OATT that the RTO needs to address. One of the examples is the administrative costs of this organization. It gets folded into the cost recovery mechanism, but it is not really an OATT topic, and he does not think that is covered in the FERC model OATT. He is wondering if the hair needs to be split between the RTO tariff and the OATT, which will be several sections within the RTO tariff. He asked if that made any sense. Mr. Groves flagged this issue for consideration. Mr. Heckman commented that if he is following Mr. Groves correctly, he does not imagine that there would be two separate tariffs, one that was OATT and one that was RTO to cover administrative costs. Mr. Heckman believes that there should be a carbon copy of the FERC OATT and then it can be adopted to account for circumstances that Mr. Groves discussed, including administrative costs. Mr. Heckman stated that maybe it should not be called an OATT for purposes of the FERC model, and he believes the issue can be worked through when it comes to actually drafting the OATT. Mr. Groves stated for clarity that he is not talking about two different tariff documents. He said he will reference GVEA’s tariff, and the sections of the OATT that are part of that tariff. Mr. Groves thinks there will be something similar for the RTO, where there is a tariff and a big chunk of it is the OATT, but there are a few other things that cover additional matters. Mr. Heckman believes that GVEA has a good model tariff to base it off. Mr. Thayer thanked all for their comments. There were no other questions or comments regarding the Working Group update. 8. NEW BUSINESS A. RTO Legal Representation ___________________________________________________________________________ RTO Minutes 12/04/24 Page 12 of 18 Ms. Grovier said she thought she should step outside during this section. Mr. Thayer agreed. He said this issue is from the fact that Ms. Grovier has been representing individual members as counsel, all the members individually. This item looks to hire Ms. Grovier to be the RTO attorney so that she can represent the RTO. Mr. Thayer asked Mr. Billingsley to comment if he has additional information. Mr. Billingsley does not believe this item is controversial. He noted that he handed out a draft motion to the members. He said that sometimes that is easier and that a lot of boards do that. He requested members to comment on any concerns. Mr. Billingsley discussed that currently Ms. Grovier does not represent the RTO. Ms. Grovier represents the utilities individually, and actually, she does not even represent RRC. Mr. Billingsley said that as the organization is getting stood up, it should have an attorney of its own who will be sitting at the meetings and be accountable to the members of the RTO. The motion will allow the contract to be executed. Currently, there is a contract with GVEA and Ms. Grovier, even though she represents the individuals, and GVEA sends the costs to everybody. Mr. Billingsley thinks this is an administrative matter and getting the RTO to be a functional organization. Mr. Thayer commented that since all the members hired Ms. Grovier independently, it seems like a good idea to hire her as a group. MOTION: A motion was made by Mr. Hickey to hire Tina Grovier from Stoel Rives as Counsel for the RTO and to authorize AEA to finalize and execute the necessary contract. Motion seconded by Mr. Miller. A roll call vote was taken, and the motion to hire Tina Grovier as Counsel passed unanimously. Mr. Thayer invited Ms. Grovier back to the meeting. Mr. Thayer expressed the hope for the RTO to enter into a contract with Ms. Grovier for her services. B. Cost Allocation Discussion Mr. Thayer indicated that the cost allocation document within the packet was created well before the RTO conducted its first meeting. The document has been circulating about how to associate the cost since July 1st and going forward, and is shown in the outline of the agreement. Mr. Thayer noted the document also mentions the Munro Advisors and Stoel Rives up to today. Mr. Thayer said he has a question that he wants to ask during the discussion part of the process. MOTION: A motion was made by Mr. Miller to adopt the document entitled Letter of Agreement: Interim Cost Share Allocation for RTO Costs, as the means for sharing cost of the RTO among the voting members. Motion seconded by Mr. Million. Mr. Thayer reiterated that the document predates the first RTO meeting. He noted that the five utilities and AEA all have the same voting rights, but Seward is only allocated 5% of the cost. Mr. ___________________________________________________________________________ RTO Minutes 12/04/24 Page 13 of 18 Thayer asked why the cost is not split equally among the six members since the six members have the same amount of vote share. Mr. Thayer noted that he does not know how this came to be or what discussion occurred. That is why he is asking the question. He understands that this is for approximately 18 months until the costs are all rolled into the OATT. Mr. Thayer asked Ms. Grovier to comment or for Matt Clarkson, CEA, to comment on where the document originated and how the cost share percentages were selected. Mr. Clarkson noted that the document came from Mr. Billingsley. Mr. Thayer agreed the document came from Mr. Billingsley, but the percentage allocation were prior to the document. Mr. Clarkson noted those are not CEA’s percentages. CEA had higher percentages for Seward at 10%. Mr. Clarkson agreed with Mr. Thayer to the extent that there is one vote, one member, and an equal cost share makes sense to him. However, throughout the conversation, it was supported by AEA and other utilities that Seward would have a lower cost share. In the initial agreement with the utilities, Seward’s cost share was 10%, and it has been modified, for whatever reason, down to 5%. Mr. Clarkson does not have an answer regarding why it was reduced. Mr. Billingsley commented that he drafted the Letter of Agreement based on a draft that CEA developed for Munro Advisors. Mr. Billingsley saw 5% somewhere and put it in there. He put a comment next to the 5% saying that he believes this is the most recent version he saw. Mr. Billingsley noted that he did not come up with that, and that he is pretty sure he saw it somewhere else. Mr. Thayer stated that when he talked about it, he did not want to arbitrarily add to the cost share without having a discussion at this meeting, because there might be a history there that he does not know how it got there. Mr. Thayer noted that Ms. Grovier indicated that she does not know the history either. Ms. Grovier agreed that she had nothing to do with the agreement. Mr. Thayer requested Mr. Heckman to comment. Mr. Heckman stated that he believes that in the initial stages when the utilities were together trying to determine the cost allocation, that there was a certain threshold that the City Manager had under their discretion, as far as costs go, without having to go to the City Council for approval. Mr. Heckman thinks the allocation, in part, was based on that threshold so that the City Manager did not have to go the City Council every time some of the costs came into the Seward utility. Mr. Heckman believes the allocation was based in part on that prior understanding. Mr. Thayer said that was helpful, and that is the best rationale we have to date. ___________________________________________________________________________ RTO Minutes 12/04/24 Page 14 of 18 Mr. Hickey indicated that decision was made before his time, but the explanation makes a lot of sense. Mr. Janorschke noted that it would be nice to have some firm background, either divided equally amongst the voting members or a load ratio share from the previous year. He does not care either way, but that would be easier than having a change because a particular utility has a challenge with their budget. He suggested that the Committee pick one of the two allocation choices and move forward. Mr. Thayer commented that he supports equal vote and equal cost share, that the voting percentage and the cost share should be the same. He noted that if that is the case, then the percentage would be 16.66%, which is not the best number. Mr. Miller asked what is the cost impact in dollars for changing from 5% to 16% for Seward. Mr. Billingsley said right now, the costs are for Mr. Munro and for Ms. Grovier, and the Legislature appropriated some money to AEA to help stand up the organization, plus two full time equivalent (FTE), and transcription costs. There are not a lot more costs right now. Mr. Thayer commented that he did not want to guess, but he believes the costs being discussed are less than $100,000. Mr. Miller said that it is equitable for each member to get one vote. Mr. Hickey agreed, and thinks that each member should get one vote, and the costs are split equally, particularly if the costs are within the range of $100,000. Mr. Thayer reiterated that this cost share allocation will last until the OATT is stood up, after which all the costs get rolled in and the cost share allocation goes away. The cost share allocation is basically for 18 months or from July 1st forward until the OATT is stood up. Mr. Hickey asked if there is a second proposal. Mr. Thayer commented that perhaps there could be a friendly amendment to adjust the cost share allocation for each member to 16.6%, which is each member taking 1/6 share of the cost. Mr. Izzo made a friendly amendment in which the cost share allocations will be revised so that each of the six parties bear a 16.66% equal cost share allocation. Mr. Miller, maker of the original motion, accepted the friendly amendment. Mr. Million, second of the original motion, accepted the friendly amendment. ___________________________________________________________________________ RTO Minutes 12/04/24 Page 15 of 18 There were no additional comments or questions. A roll call vote was taken, and the motion to accept the Interim Cost Share Allocation between the five utilities and AEA at 16.6%, which is an equal share among the six parties, for costs incurred after July 1, 2024, and until it is wrapped up into the tariff into the OATT, passed unanimously. C. Charter: i. Draft A ii. Draft B Mr. Thayer reiterated that he mentioned earlier that AEA received the latest version of the Charter this morning and has not reviewed it. He requested that this latest version of the Charter is distributed to all members, and that discussion could occur on Friday. Mr. Million asked which one of the documents is considered Draft A and which one is considered Draft B. Mr. Thayer noted that the short one is Draft A. Draft B has changed, and Ms. Bertolini will provide a paper copy of Draft B to members and will email a copy of Draft B to members. Mr. Thayer stated that the big draft is null and has been replaced. Mr. Groves clarified said the seven-page draft is gone and the six-page draft is correct. Mr. Thayer agreed. Mr. Thayer asked Ms. Grovier if the version received this morning is the latest version available. Ms. Grovier commented it came from Kody George. Mr. Thayer reiterated the electronic version will be provided to members. Mr. Izzo commented that he believes there was discussion at the last meeting around the merger of the Charter and Bylaws. He asked if the Working Group or if legal has made a decision as to the merger of the Charter and the Bylaws or why it was changed. Ms. Grovier believes that the group was working on the Charter and the Bylaws as discreet issues, and there was more focus on the Bylaws overall. Ms. Grovier noted that keeping the Charter and Bylaws issues separate is simpler, and that is why they have not been merged. Mr. Izzo thanked Ms. Grovier, and looks forward to review and discussion. Mr. Hickey asked the question regarding the split amongst the group and if some members support A and some members support B. ___________________________________________________________________________ RTO Minutes 12/04/24 Page 16 of 18 Ms. Grovier agreed. Mr. Hickey asked which members support which version. Mr. Billingsley noted that the first B option was an unfinished copy. The new B option has been reviewed by multiple utilities who thought it looked good. Mr. Billingsley does not know how many utilities have reviewed the B option. Mr. Billingsley explained that the A option came from AEA and was sent to all the members. Mr. Thayer stated that the AEA version was a page long, as opposed to five or six pages long. Mr. Janorschke asked Ms. Grovier a procedural question if it makes sense for the Board to approve the Charter and then the Bylaws are written to match Charter. He noted that it sounds like there are two things that are happening concurrently. Ms. Grovier explained that the Charter would be the first document. It is designed, in part, to satisfy the requirement in the uncodified portion of House Bill (HB) 307, Section 26, that even though the statute “created” the RTO and directed the RTO, specifically the utilities and AEA, to form the RTO modeled on Bradley Lake agreements with modifications, as the Board deems appropriate. Ms. Grovier stated that the group has been thinking that is the equivalent of Articles of Incorporation if this was a more traditional entity construct, and so typically the Charter comes first, and then the Bylaws come second. However, the Working Group has been treating the Charter and the Bylaws as a parallel path. Ms. Grovier gave the example that the RRC is a nonprofit corporation, and she suspects the RRC has Articled of Incorporation, as well as Bylaws. The RTO is not a corporation, and so the Charter would be sort of the equivalent of Articles of Incorporation, and the Bylaws are the Bylaws. There is ambiguity in the statute about formation and creation. The RTO Charter and the Bylaws should satisfy the ambiguity to show the Legislature that the RTO did what they requested. Mr. Thayer asked if there is anything in statute that requires the RTO to create a Charter. He believes everyone agrees that Bylaws are a must, but the Charter creation has been added. Ms. Grovier said that the statute is ambiguous, and there is a provision in Section 26 that requires AEA and the Railbelt utilities to form. In trying to figure out how to show the Legislature that the RTO has done what the Legislature wanted, she believes that the Charter proves that the RTO has fulfilled the Legislature’s request. Mr. Thayer noted that HB 307 states that the RTO is created, and another section states that the RTO shall be created. He sees these as opposites. Mr. Thayer believes that the Charter follows the path that the RTO shall be created. Ms. Grovier explained that there is an ambiguity in the statute. There is creation language in one of the provisions and there is formation language in another provision. The Charter and the Bylaws address this ambiguity. ___________________________________________________________________________ RTO Minutes 12/04/24 Page 17 of 18 Mr. Janorschke asked Ms. Grovier what the drawback is of having a Charter. Ms. Grovier indicated that she does not know that there is a drawback or that the Charter does anything detrimental or that there is a downside. Ms. Grovier stated that other people might have other views. Mr. Billingsley explained that the only thing he can think of is the possible situation that in four years during operation, there are two documents to refer to instead of one document. He noted that if the Charter is minimal and never needs to be referenced, then it would not be a hinderance. If the Charter does not have the operating language it in, then that is not a drawback. Ms. Grovier stated that she can walk through the longer version if members want to know background information. She believes that the idea is to keep the Charter generic, whichever version is chosen, so that the Charter does not need to be changed. Ms. Grovier explained this is the same with the Bylaws. The members want operating documents that no matter what happens, the members do not have to readdress issues. She explained that even with the Certificate, RCA is being asked to certify the RTO under Article 5A of Title 44, Chapter 83, rather than just the statutory provision, because if there is some change in the future, the RTO does not have to go back to the RCA and go through another application process. Mr. Izzo commented that the RTO is under a tight timeline. He believes everyone would agree. He is not opposed to a Charter, but he anticipates there are going to be growing pains since the legislation is only months old. Mr. Izzo noted that he will lean toward simpler is better. He has not read the shorter version, but is very attracted to the shorter version because, assuming it is accurate, he would rather have something that he does not have to come back and change. Mr. Izzo noted that it can always be added to in the future once the RTO is fully formed. Mr. Million asked for clarification if the RTO were to complete the Bylaws, amend them, and approve them, would there be a need for the Charter to meet the legislative requirements. Ms. Grovier explained that one of the things the Charter solves is Section 26. She stated that usually the Charter designates the folks who are the initial Board members. From a planning standpoint, it seems to Ms. Grovier that the Charter would normally come first and then the Bylaws. She noted that it is an interesting question that she has not considered as to whether RTO would need the Charter and the Bylaws, other than to fulfill the requirement for the uncodified portion of the bill. Mr. Miller asked if there is a red line version of the changes that were made to the utility version of the Charter. Ms. Grovier noted that there is not a red line version of the two versions presented to the members today. She indicated that she could make a red line version and circulate it. Mr. Miller believes that would be good to highlight what changed between the two versions. ___________________________________________________________________________ RTO Minutes 12/04/24 Page 18 of 18 Ms. Grovier asked if Mr. Miller is addressing the differences between the version received in the initial packet and the utility version circulated today, and not the AEA version. Mr. Miller agreed. He said they look almost identical from a high-level perspective. Mr. Miller said it would be helpful to review the changes. Ms. Grovier agreed to make the red line changes and to circulate the document. Mr. Groves asked if the Charter were approved by the RTO, would it be well-understood by industry, and hypothetically by insurance brokers for the purposes of Directors and Officers (D&O) insurance. Mr. Thayer noted that Mr. Billingsley had a conversation with the Attorney General’s Office. Mr. Billingsley indicated that conversation is not resolved, and it is not something that Ms. Grovier is going to be able to say has been resolved among the utilities and AEA. Mr. Billingsley discussed that there is a provision that for administration purposes, this is a division of AEA. This is not something that is agreed upon. Mr. Billingsley does not believe there will be a resolution by Friday. As far as D&O insurance, Mr. Billingsley commented that the insurance company wants to sell insurance. He noted that the BPMC has D&O insurance, and that he is pretty sure that the insurance company will sell D&O insurance to the RTO. Mr. Billingsley commented that if the RCA wants an answer, they could request the Attorney General to provide an opinion. Ms. Grovier said that the RCA form has a check box asking if the applicant is a government entity, subsidiary, partnership, corporation, or other. She noted that the RTO will be checking the other box because it is an unusual entity. There were no other questions or comments. 9. MEMBERS COMMENTS There were no comments or questions. 10. NEXT MEETING DATE – December 6, 2024 Mr. Thayer noted that the December 6th RTO meeting will follow the BPMC meeting. It is assumed that the meeting may be a two-hour meeting. Lunch will be provided. 11. ADJOURNMENT There being no further business for the committee, the meeting adjourned at 8:53 a.m.