AMENDMENT NO. 1
TO THE
1993 ALASKA INTERTIE PROJECT
PARTICIPANTS AGREEMENT
THIS AMENDMENT NO. 1 ("AMENDMENT") TO THE 1993 ALASKA INTERTIE
PROJECT PARTICIPANTS AGREEMENT . ("Participants Agreement entered into on this
10th day of December, 1999, by and among the Parties hereto, namely ALASKA
ELECTRIC GENERATION & TRANSMISSION COOPERATIVE, INC., The MUNICIPALITY OF
ANCHORAGE d/b/a MUNICIPAL LIGHT & POWER, CHUGACH ELECTRIC ASSOCIATION, INC., The
CITY OF FAIRBANKS, GOLDEN VALLEY ELECTRIC ASSOCIATION, INC., The CITY OF SEWARD
d/b/a SEWARD ELECTRIC SYSTEM, each designated in the Participants Agreement as
Participants and HOMER ELECTRIC ASSOCIATION, INC., and MATANUSKA ELECTRIC
ASSOCIATION, INC., each designated in the Participants Agreement as an
Additional Party.
WITNESSETH:
WHEREAS, this Amendment provides for the withdrawal of each of the
Participants and Additional Parties other than Golden Valley Electric
Association, Inc. ("GVEA") from participation in the Healy-Fairbanks Segment and
for the assumption by GVEA of all obligations related thereto for the completion
of the Healy-Fairbanks Segment; and
WHEREAS, GVEA agrees to provide to the other participating utilities
access to the Healy-Fairbanks Segment for the purpose of assured access to
resources, economy energy transactions and other similar uses to the extent
capacity on the Healy-Fairbanks segment is available in excess of GVEA's own
requirements under tariffs approved by the Alaska Public Utilities Commission.
NOW THEREFORE, IN CONSIDERATION of the mutual covenants set forth
herein, the parties agree to amend the Participants Agreement as follows:
Section 1. Effective Date of Amendment. This Amendment shall become
effective at 24:00 hours on the first date that it has
been executed by all of the Parties.
Section 2. Amendment of Agreement.
(a) Section 2(b) is amended by replacing "Project" in the second line
with "Anchorage-Kenai Peninsula Segment".
(b) Section 3(a) of the Agreement is replaced by the following:
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(a) The Healy-Fairbanks Segment. The Healy-Fairbanks
Segment of the Project shall consist of a 230-kV
electric power transmission line between Healy,
Alaska, and Fairbanks, Alaska. GVEA shall be the
solely responsible for the routing and design of such
Segment.
(c) The third sentence of Section 4(a) of the Agreement is amended as
follows:
Unless otherwise changed in accordance with this Agreement, GVEA's
Participant Share of the Healy-Fairbanks Segment shall be 1 00% and
each Participant Cs Share of the Anchorage-Kenai Peninsula Segment
shall initially be as follows:
(d) Section 4(b)(3) of the Agreement is amended as follows:
(1) Paragraph (A) is replaced with the following:
(A) Generally. Each Participant shall be
entitled to withdraw from participation in
the Anchorage-Kenai Peninsula Segment, but
in each case, only in accordance with the
provisions of this Section 4(b)(3).
(2) Paragraph (C) is amended by deleting the second
sentence.
(3) Paragraph (D) is amended by deleting subparagraph (i).
(4) Paragraph (E) is deleted.
(e) Section 4(b)(4) of the Agreement is amended by inserting "in the
Anchorage-Kenai Peninsula Segment" after "Participants Share" in-the third and
fourth lines.
(f) Section 5(a) of the Agreement is replaced with the following:
(a) Ownership As Tenants in Common. The Participants shall be
owners of the Anchorage-Kenai Peninsula Segment (including all personal and real
property interests thereof) as tenants in common, with undivided interests and
obligations with respect to all Anchorage-Kenai Peninsula assets and liabilities
in the proportionate amounts of their respective Participants' Shares in such
Segment. Except as otherwise provided hereunder, the Participants shall share in
the Anchorage-Kenai Peninsula Segment's benefits, burdens and risks in
proportion to their respective Participants Shares in such Segment,
notwithstanding the IPG may select one or more individual Participants to
manage, design, build, finance, operate and/or maintain such Segment or portions
thereof on behalf of the Participants collectively.
(g) Section 5(d)(3) is, replaced with the following:
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(3) Terms and conditions governing GVEA facilities. GVEA
shall provide the other Participants access to
capacity in the. Healy-Fairbanks Segment and its
transmission system for the purpose of assured access
to resources, economy energy transactions and other
similar uses under rates and tariffs filed with and
approved by the Alaska Public Utility Commission.
(Exhibit D(2) is deleted from the Agreement)
(h) Sections 6(a)(1) and 6(a)(2) are amended by replacing "Project" in
the third and second lines, respectively, with "Anchorage-Kenai Peninsula
Segment'.
(i) Section. 6(e)(3)is amended as follows:
(1) Insert "related to Anchorage-Kenai Peninsula Segment"
after "Section 6(e)(3)' in the first and fourth lines.
(2) Add a new Section 6(e)(6) as follows:
(6) GVEA shall be solely responsible for all
matters related to the financing, design,
construction, operation and maintenance of
the Healy-Fairbanks Segment, as well as
accounting and auditing procedures related
to such Segment in accordance with
arrangements satisfactory to the Alaska
Industrial Development and Export Authority.
(j) Sections 6(h)is amended by:
(1) replacing "each Project Segment" in the first line of
paragraph (1) with "the Anchorage-Kenai Peninsula Segment"; and
(2) `replacing "each Segment of the Project" in the second and
third lines of paragraph (2) with Anchorage-Kenai Peninsula Segment and
"Project" in the fifth and sixth lines of paragraph (2) with "Anchorage-Kenai
Peninsula Segment."
(k) Section 7(a)is amended as follows:
(a) Chugach shall serve as the Construction Manager of
the Anchorage-Kenai Peninsula Segment unless Chugach
elects to withdraw or is removed pursuant to Section
70).. Chugach shall be responsible for the
preparation of the design of such Segment for
approval by the IPG and shall be responsible for the
construction of such Segment utilizing Prudent
Utility Practices and subject to the construction
budget approved by the IPG. Chugach shall be
responsible for selecting and supervising any design
engineering firms or subcontractors necessary for the
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successful completion of the Anchorage-Kenai
Peninsula Segment.
(l) Section 7(b) is amended by replacing `Each Construction Manager
with "Chugach or a replacement Construction Manager" in the first and sixth
lines.
(m) Section 7(c), 7(d), 7(e), 7(f), 7(g), 7(h), 7(i), and 70) are
amended as follows:
(1) Replace "Each Construction Manager' with "Chugach or a
replacement Construction Manager" in the first and ninth lines of the first
paragraph.
(2) Delete "Healy-Fairbanks Segment or" in the third line of
the first paragraph.
(3) Replace "The Construction Managers" and "each Construction
Manager" and "that Construction Manager' with "Chugach or a replacement
Construction Manager" in the second, third and fourth paragraphs of Section 7(c)
and in Sections 7(d), 7(e), 7(f), 7(g), 7(h), 7(i) and 70).
(n) Section 8(a) is amended by replacing "each Intertie Grant Account"
with `he Intertie Grant Account for the Anchorage-Kenai Peninsula Segment" and
adding the following sentence to the initial paragraph:
The following provisions only apply to the disbursement of Grant Funds
for the Anchorage-Kenai Peninsula Segment.
(o) Section 8(b) is amended by replacing "Project" with
"Anchorage-Kenai Peninsula Segment" in the initial paragraph and subparagraphs
(1) and (5).
(p) Section 8(c) is amended by replacing "each Segment of the Project"
with "the Anchorage-Kenai Peninsula Segment' in the second and third lines and
replacing "Project" with "Anchorage-Kenai Peninsula Segment" in the fifth line.
(q) Section 8(d) is amended by replacing "Project" with
"Anchorage-Kenai Peninsula Segment" in the first line.
(r) Section 9(a) is amended by striking "and shall be removable only
for reasonable cause, after reasonable notice and opportunity to cure" in the
second and third lines.
(s) Section 9(c) is amended by replacing "Project" with
"Anchorage-Kenai Peninsula Segment" in the second and third lines.
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(t) Section 10(b) is amended by replacing paragraph (1) with the
following new paragraph:
(1)The IPG shall adopt in each Operating Year (and revise as necessary
or prudent during such Operating Year). in accordance with its rules, an
Operating Budget of Annual Project Costs for the Anchorage-Kenai Peninsula
Segment for that operating Year, which budget shall be in an amount estimated by
the IPG to be sufficient to pay all Annual Project Costs. Such budget of Annual
Project Costs shall be broken down into categories approved by the IPG. No less
than 120 days prior to the beginning of each Operating Year Chugach or its
replacement as O&M Manager shall prepare and submit to the IPG an annual budget
of costs, which budget (or a replacement budget) the IPG shall approve or
disapprove no later than sixty (60) days prior to the beginning of said
Operating Year; provided, that the annual budget shall include costs
attributable to overhead or administrative and general costs of the O&M Manager,
any Participant, or any agency or political subdivision of the State, only to
the extent that said costs are approved by the IPG before they are incurred, are
reasonably incurred for labor directly employed by that O&M Manger in
performance of its duties under the O&M Agreement, and would not have been
incurred but for the activities undertaken as O&M Manager.
(u) Section 10(c) is amended by inserting "for the Anchorage-Kenai
Peninsula Segment" after "Annual Project Costs' in the second line of paragraph
(1) and the first line of paragraph (2).
(v) Section 10(d) is amended as follows:
(1) Replace "appropriate Project Segment" and "each Project
Segment" vath "the Anchorage-Kenai Peninsula Segment" in the second and sixth
lines of paragraph (1).
(2) Replace "each Project Segment" in the first line of the
initial paragraph and `Project" in the. first line of subparagraph (A) with "the
Anchorage-Kenai Peninsula Segment".
(3) Replace "each Segment" with "the Anchorage-Kenai Peninsula
Segment' in the first line of paragraph (4) and delete subparagraph (A)(ii).
(w) Section 10(e)(1) is amended by replacing "each Project Segment" in
the third line with `the Anchorage-Kenai Peninsula Segment'
(x) Section 11 (a) is amended by replacing `each Project Segment" in
the second line and "Project Segment" in the eighth line, the tenth and eleventh
lines with "the Anchorage-Kenai Peninsula Segment" and deleting respectively,
Healy and Fairbanks, and", in the fifth and sixth lines.
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(y) Section 11 (b) is amended by replacing ", on either Segment, the
Project" in the first line and the fifth line with "the Anchorage-Kenai
Peninsula Segment" and replacing "relevant Project Segment" in the eighth line
with "the Anchorage-Kenai Peninsula Segment."
(z) Section 11 (c) is amended as follows:
(1) Replace "either Project Segment" in the first line of
paragraph (1) and "the Project Segment' in the second line of paragraph (2) with
"the Anchorage-Kenai Peninsula Segment".
(2) Replace "Project" with `Anchorage-Kenai Peninsula Segment"
in the first line, the fourth line and the sixth line of paragraph (3) and
replace "either' with "such" in the second line of paragraph (3).
(aa) Section 13(i) and 13(j) are amended by replacing "a Project
Segment" with "the Anchorage-Kenai Peninsula Segment."
(bb) Section 13(k) is amended by striking "Golden Valley Electric
Association, Inc' shall be Construction Manager of the
Healy-Fairbanks Segment" in the third and fourth lines,
replacing `either" in the sixth line with "such Construction
Manager" and deleting in the seventh line may be referred to
collectively as Construction Managers".
(cc) Section 13(o) is amended by replacing "Project" with
"Anchorage-Kenai Peninsula Segment" in the first line. (dd)
Section 13(s) is amended by:
(i) striking "the Healy-Fairbanks Intertie
Account and" in the first line,
(ii) striking "or both" in the second line,
(iii) replacing "2.02" with 2.01 " in the second
line.
(ee) Section 13(u) is amended by striking "the $43,200,000
appropriated by Section 1 of ch. 29, SLA 1993, for payment as
a grant under AS 37.05.316 for construction of the
Healy-Fairbanks Segment and" in lines one through three.
(ff) Section 13(aa) is amended by replacing "a Project Segment or
both Segments" with "the Anchorage-Kenai Peninsula Segment" in
the second line and replacing "each" with "such" in the fourth
line.
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(gg) Section 13(bb) is amended by replacing "Project or a Project
Segment" with "Anchorage-Kenai Peninsula Segment" in the third
and fifth line.
(hh) Section 13(cc) is amended by replacing "Project or Project
Segment" with "Anchorage-Kenai Peninsula Segment" in the third
and fourth lines.
Section 3. Obligations of the Participants Related to the Design,
Construction, Operation and Maintenance of the Healy-Fairbanks Segment. Golden
Valley shall be solely responsible for all past, present and future funding of
the design, construction, operation and maintenance of the Healy-Fairbanks
Segment to the extent not funded from the Healy-Fairbanks Intertie Account
established in the Grant Administration Agreement.
Section 4. Consent to Ratification of Assignments. The assignment of
the City of Fairbanks d/b/a Fairbanks Municipal Utilities System interest in the
1993 Alaska Intertie Project Participants Agreement and the Alaska Intertie
Agreement, dated December 23, 1985 and its Participant's Share under each such
Agreement to Golden Valley Electric Association, Inc. is hereby consented to and
ratified by the parties hereto.
IN WITNESS WHEREOF, the parties have caused this Amendment No. 1 to the
Participants Agreement to be executed on the day and year first above written.
ALASKA ELECTRIC GENERATION & TRANSMISSION
COOPERATIVE, INC.
By: /s/
-----------------------------------
Title: Ops Mgr
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MUNICIPAL LIGHT & POWER
By: /s/
-----------------------------------
Title:
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CHUGACH ELECTRIC ASSOCIATION, INC.
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By: /s/
-----------------------------------
Title: General Manager
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CITY OF FAIRBANKS
By: /s/
-----------------------------------
Title: Mayor of Fairbanks
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GOLDEN VALLEY ELECTRIC ASSOCIATION, INC.
By: /s/
-----------------------------------
Title: Pres.
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SEWARD ELECTRIC SYSTEM
By: /s/
-----------------------------------
Title: Manager, Eng & Utilities
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HOMER ELECTRIC ASSOCIATION, INC.
By: /s/
-----------------------------------
Title: Gen Mgr
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MATANUSKA ELECTRIC ASSOCIATION, INC.
By: /s/
-----------------------------------
Title: General Manager
-----------------------------------
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